FUND ADMINISTRATION AND TRASFER AGENCY AGREEMENT
AS AMENDED AND RESTATED
JANUARY 1, 2005
This Fund Administration and Transfer Agency Agreement (the "Agreement") is made
as of this 22nd day of December, 2003, between Gartmore Mutual Funds, an Ohio
business trust (the "Trust"), Gartmore SA Capital Trust, a Delaware statutory
business trust (the "Administrator") and Gartmore Investor Services, Inc., an
Ohio corporation (the "Transfer Agent").
WHEREAS, the Trust is an Ohio business trust, which operates as an open-end
management investment company and is registered under the Investment Company Act
of 1940, as amended (the "Investment Company Act");
WHEREAS, the Trust previously entered into a Fund Administration Agreement with
the Administrator and a Transfer and Dividend Disbursing Agent Agreement with
the Transfer Agent and now desires to restate in this Agreement the particular
terms under which the Administrator and the Transfer Agent, respectively,
previously performed the services covered under the prior two agreements;
WHEREAS, the Trust desires to continue to retain the Administrator to provide
the administrative and fund accounting services as described below with respect
to certain of the series of the Trust (the "Funds"), each of which as are now,
or may hereafter be, listed on Exhibit C to this Agreement, and the
Administrator is willing to render such services;
WHEREAS, the Trust desires to continue to retain the Transfer Agent to provide
certain transfer and dividend disbursing agency services as described below with
respect to the Funds, and the Transfer Agent is willing to render such services;
and
NOW, THEREFORE, in consideration of the premises and mutual covenants set forth
herein, the parties hereto agree as follows:
1. Appointment of Administrator and Transfer Agent and Services and
Duties. The Trust hereby appoints the Administrator as administrator of
the Trust and the Funds on the terms and conditions set forth in this
Agreement; and the Administrator hereby accepts such appointment and
agrees to perform the services and duties set forth in Exhibit A of
this Agreement in consideration of the compensation provided for in
Section 4 hereof. The services listed on Exhibit A, along with any
additional services that the Administrator shall agree in writing to
perform for the Trust hereunder, shall be referred to in this Agreement
as "Administration Services." Administration Services shall not include
any duties, functions or services to be performed for the Trust by the
Trust's investment advisers, subadvisers or custodian pursuant to their
agreements with the Trust or by the Transfer Agent pursuant to this
Agreement.
The Trust hereby appoints the Transfer Agent as the transfer agent of
the Trust and the Funds on the terms and conditions set forth in this
Agreement, and the Transfer Agent hereby accepts such appointment and
agrees to perform the services and duties set forth in Exhibit B of
this Agreement in consideration of the compensation provided for in
Section 4 hereof. The services listed on Exhibit B, along with any
additional services that the Transfer Agent shall agree in writing to
perform for the Trust hereunder, shall be referred to in this Agreement
as "Transfer Agency Services." Transfer Agency Services shall not
include any duties, functions or services to be performed for the Trust
by the Trust's investment advisers, subadvisers or custodian pursuant
to their agreements with the Trust or by the Administrator pursuant to
this Agreement.
Together the Administration Services and the Transfer Agency Services
shall be referred to as the "Services" in this Agreement.
When performing the Services to the Trust and the Funds, the
Administrator and the Transfer Agent will each comply with the
provisions of the Trust's Declaration of Trust, Bylaws, Code of Ethics
and Registration Statements, will safeguard and promote the welfare of
the Trust and the Funds, and will comply with the policies that the
Trustees may from time to time reasonably determine, provided that such
policies are not in conflict with this Agreement, the Trust's governing
documents, or any applicable statutes or regulations.
2. Subcontracting. The Administrator and Transfer Agent may each, at it's
own expense, subcontract with any entity or person concerning the
provision of the Services; provided, however that neither the
Administrator or Transfer Agent shall be relieved of any of its
obligations under this Agreement by the appointment of such
subcontractor and provided further, that each of the Administrator and
Transfer Agent shall be responsible, to the extent provided in sections
7 and 8, respectively, for all acts of such subcontractor as if such
acts were its own including any payment for services provided by
subcontractor.
Notwithstanding the foregoing, to the extent the Administrator or
Transfer Agent desires to subcontract to any entity or person all or a
portion of the Services referenced in paragraph r of Exhibit A, the
fees, expenses and costs of such subcontractor shall be allocated
between (a) the Administrator or Transfer Agent and (b) the Trust, in
accordance with the provisions of paragraph r of Exhibit A, provided
the engagement and retention of the subcontractor and the terms thereof
with respect to such subcontractor's services to the Trust are approved
in advance of such engagement and retention by the Board of Trustees of
the Trust or a Committee of the Board of Trustees of the Trust with
delegated authority to approve such engagement and retention.
3. Expenses. The Administrator and the Transfer Agent shall be responsible
for expenses incurred in providing the Services to the Trust, including
the compensation of the Administrator's and Transfer Agent's employees
who serve as officers of the Trust, except as provided for in Exhibit
C, and except to the extent such expenses are not otherwise required to
be reimbursed or paid by the Trust in this section 3 or Exhibit A. The
Trust (or the Trust's investment advisers pursuant to their respective
Advisory Agreements) shall be responsible for all other expenses of the
Trust, including...without limitation: (i) investment advisory and
subadvisory fees; (ii) interest and taxes; (iii) brokerage commissions,
short sale dividend expenses and other costs in connection with the
purchase or sale of securities and other investment instruments; (iv)
fees and expenses of the Trust's trustees, other than those who are
"interested persons" of the Administrator or investment adviser of the
Trust; (v) legal and audit expenses; (vi) custodian fees and expenses;
(vii) fees and expenses related to the registration and qualification
of the Trust and the Trust's shares for distribution under state and
federal securities laws; (viii) expenses of printing and mailing
reports and notices and proxy material to beneficial shareholders of
the Trust; (ix) all other expenses incidental to holding meetings of
the Trust's shareholders, including proxy solicitations therefor; (x)
insurance premiums for fidelity and other coverage; (xi) association
membership dues; (xii) the allocable portion of the fees, expenses and
costs attributable to the development, implementation, preparation,
administration, monitoring, reviewing and testing of the Trust's
compliance program under rule 38a-1 of the Investment Company Act, as
more fully described in paragraph r of Exhibit A; and (xiii) such
nonrecurring or extraordinary expenses as may arise, including those
relating to actions, suits or proceedings to which the Trust is a party
and the legal obligation which the Trust may have to indemnify the
Trust's trustees and officers with respect thereto.
4. Compensation. For the Services provided, the Trust hereby agrees to pay
and the Administrator and Transfer Agent hereby agree to accept as full
compensation for the services rendered hereunder the fee listed for the
Trust on Exhibit C. Such fees will be computed daily and payable
monthly at an annual rate based on a Fund's average daily net assets
and will be paid monthly as soon as practicable after the last day of
each month.
In case of termination of this Agreement during any month, the fee for
that month shall be reduced proportionately on the basis of the number
of business days during which it is in effect, and the fee computed
upon the average net assets for the business days it is so in effect
for that month.
5. Anti-Money Laundering Program ("AML Program"). The Trust and the
Transfer Agent have each adopted and implemented anti-money laundering
policies, procedures and controls that comply and will continue to
comply in all respects with the requirements of anti-money laundering
laws and regulations applicable to investment companies. Each of the
Trust and the Transfer Agent will at all times during its relationship
with the other party strictly adhere to its respective anti-money
laundering policies, procedures and controls.
a. Anti-Money Laundering Policies. Each of the Trust and Transfer
Agent hereby represents and warrants that it has anti-money
laundering policies, and procedures that are in compliance with
federal, state and local laws and regulations applicable to
investment companies, as may be amended from time to time. Each of
the Trust and Transfer Agent hereby represents and warrants that
it: 1) has a designated compliance officer responsible for
administering and enforcing its anti-money laundering program; 2)
will provide on-going training to its employees in its anti-money
laundering policies and procedures and applicable anti-money
laundering laws; 3) will periodically audit its anti-money
laundering program and 4) will consent to fully cooperate with any
federal examiner for the purposes of obtaining records and
information related to the AML Program for the Trust.
b. Account Opening Procedures. To the extent the Transfer Agent
receives and processes account applications for the Trust, the
Transfer Agent shall ensure each customer (as defined under 31 CFR
ss. 103.131(a)(2) ("Customer") who is seeking to open an "account"
(as defined under 31 CFR ss. 103.131(a)(1) ("Account") provides
the required data elements listed under 31 CFR ss.
103.131(b)(2)(i) ("Identification Data"), prior to opening an
Account for a Customer. In addition, the Transfer Agent shall
ensure that each Customer receives the notice required under 31
CFR ss. 103.131(b)(5) prior to opening the Customer's Account.
c. Due Diligence. To the extent that the Transfer Agent receives and
processes account applications, the Transfer Agent, using
documentary and non-documentary methods to verify some or all of
the Identification Data, shall, to the extent reasonable and
practicable, verify the identities of, and conduct due diligence
(and, where appropriate, enhanced due diligence) with regard to,
all Customers seeking to open an Account and, where applicable
based on a reasonable risk-based assessment, the principal
beneficial owners on whose behalf a Customer is seeking to open an
Account, in accordance with the Transfer Agent's anti-money
laundering policies, procedures and controls, and this Agreement.
Such methods must allow the Transfer Agent to form a reasonable
belief that it knows the true identity of the Customer within a
reasonable time frame after opening the Account for the Customer.
In the event that the Transfer Agent cannot, within a reasonable
period after opening an Account for a Customer, verify the
identity of the Customer or cannot form a reasonable belief that
it knows the true identity of the Customer, the Transfer Agent
will promptly notify the Trust and the Anti-Money Laundering
Compliance Officer of the Trust.
d. Anti-Money Laundering Records. To the extent that the Transfer
Agent receives and processes account applications, the Transfer
Agent will hold all identifying information of each Customer
seeking to open an Account and, where applicable based on a
reasonable risk-based assessment, the beneficial owners on whose
behalf a a Customer is seeking to open an Account, in accordance
with the Transfer Agent's anti-money laundering policies,
procedures and controls, and this Agreement, and maintain such
information for at least five years following an investor's final
redemption from a Fund. In addition, the Transfer Agent will
create and maintain: (i) a description of any document relied on
to verify the Identification Data; (ii) a description of the
methods used and the results of such verification; and (iii) a
description of the resolution of any substantive discrepancy
discovered when verifying the identity of any such customer. The
Transfer Agent will maintain the information listed in (i)-(iii)
for a period of five years after such record was made. The
Transfer Agent shall promptly make such information required under
this sub-section d available to the Trust or federal regulatory or
law enforcement agencies upon proper request without violating any
privacy laws as described in Section 6.
e. Prohibited Customers. The Transfer Agent will take all reasonable
and practicable steps to ensure that it does not accept or
maintain investments in any Fund, either directly or indirectly,
from the following types of prohibited investors (collectively,
"Prohibited Investors"):
1) A person or entity whose name appears on:
(i) the List of Specially Designated Nationals and Blocked
Persons maintained by the U.S. Office of Foreign Assets
Control ("OFAC") and any other prohibited lists determined by
such office;
(ii) such other lists of prohibited persons and entities as
may be mandated by applicable U.S. law or regulation; or
(iii) such other lists of prohibited persons and entities as
may be provided to the Transfer Agent by the Trust;
2) A foreign shell bank (i.e., a bank with no physical presence in
any country) ("Foreign Shell Bank");
3) An offshore bank (i.e., a non-U.S. bank that is permitted to
conduct banking activities pursuant to a license issued by a
foreign jurisdiction that as a condition of the license, prohibits
the licensed entity from conducting banking activity with the
citizens or in the currency of the jurisdiction that issued the
license) ("Offshore Bank")
4) A person or entity resident in, or whose subscription funds
originate from, a country or territory that appears on a list
maintained by the Financial Action Task Force on Money Laundering
("Non-Cooperative Jurisdiction"); or
5) A person or entity who gives the Transfer Agent reason to
believe that its subscription funds originate from, or are routed
through, an account maintained at a Foreign Shell Bank, an
offshore bank, or a bank organized or chartered under the laws of
a Non-Cooperative Jurisdiction.
f. Notification. The Transfer Agent will immediately notify the Trust
and the Anti-Money Laundering Compliance Officer of the Trust if
it knows, or has reason to suspect, that a prospective or existing
investor, or the principal beneficial owners on whose behalf a
prospective or existing investor has made or is attempting to
make, an investment, is a Prohibited Investor.
g. Suspicious Activity. In consultation with the Anti-Money
Laundering Compliance Officer of the Trust, and to the extent that
investor purchase and redemption orders are processed by the
Transfer Agent, the Transfer Agent shall develop and implement
measures to monitor investor activity in the Trust and will
immediately notify the Trust and the Anti-Money Laundering
Compliance Officer of the Trust if it becomes aware of any
suspicious activity or pattern of activity or any activity that
may require further review to determine whether it is suspicious.
h. Survivability. The provisions of this Anti-Money Laundering
Section (Section 5) shall survive the termination of the
Agreement.
6. Privacy. Nonpublic personal financial information relating to
shareholders or prospective investors in the Funds provided by, or at
the direction of the Trust to the Administrator or Transfer Agent, or
collected or retained by the Administrator or Transfer Agent in the
course of performing the Services, shall be considered confidential
information. The Administrator or the Transfer Agent shall not give,
sell or in any way transfer such confidential information to any person
or entity, other than affiliates of the Administrator and Transfer
Agent or other Trust service providers that have a legitimate need for
such information except at the direction of the Trust or as required or
permitted by law (including applicable Anti-Money Laundering laws). The
Administrator and Transfer Agent each represent, warrant and agree that
it has in place and will maintain physical, electronic and procedural
safeguards reasonably designed to protect the security, confidentiality
and integrity of, and to prevent unauthorized access to or use of
records and information relating to shareholders or prospective
investors in the Funds. The Trust represents to the Administrator and
the Transfer Agent that the Trust has adopted a statement of its
privacy policies and practices as required by the Securities and
Exchange Commission's Regulation S-P and the Trust agrees to provide
the Administrator and the Transfer Agent with a copy of that statement
annually.
7. Responsibility of Administrator.
a. The Administrator shall not be liable for any error of judgment or
mistake of law or for any loss suffered by the Trust in connection
with the matters to which this Agreement relates, except a loss
resulting from willful misfeasance, bad faith or negligence on its
part in the performance of its duties or from reckless disregard
by it of its obligations and duties under this Agreement. Any
person, even though also an officer, director, partner, employee
or agent of the Administrator, who may be or become an officer or
trustee of the Trust, shall be deemed, when rendering services to
the Trust or acting on any business of the Trust (other than
services or business in connection with the duties of the
Administrator hereunder) in accordance with his responsibilities
to the Trust as such officer or trustee, to be rendering such
services to or acting solely for the Trust and not as an officer,
director, partner, employee or agent or one under the control or
direction of the Administrator even through paid by the
Administrator.
b. The Administrator shall be kept indemnified by the Trust and be
without liability for any action taken or thing done by it in
performing the Administration Services in accordance with the
above standards; provided, however, that the Trust will not
indemnify the Administrator for the portion of any loss or claim
caused, directly or indirectly, by the negligence, wilfull
misfeasance or bad faith of the Administrator or by the
Administrator's reckless disregard of its duties and obligations
hereunder. In order that the indemnification provisions contained
in this Section 5 shall apply, however, it is understood that if
in any case the Trust may be asked to indemnify or save the
Administrator harmless, the Trust shall be fully and promptly
advised of all pertinent facts concerning the situation in
question, and it is further understood that the Administrator will
use all reasonable care to identify and notify the Trust promptly
concerning any situation which presents or appears likely to
present the probability of such a claim for indemnification
against the Trust. The Trust shall have the option to defend the
Administrator against any claim which may be the subject of this
indemnification. In the event that the Trust so elects, it will so
notify the Administrator and thereupon the Trust shall take over
complete defense of the claim, and the Administrator shall in such
situation initiate no further legal or other expenses for which it
shall seek indemnification under this Section. The Administrator
shall in no case confess any claim or make any compromise or
settlement in any case in which the Trust will be asked to
indemnify the Administrator except with the Trust's written
consent.
8. Responsibility of Transfer Agent.
a. The Transfer Agent shall not be liable for any error of judgment
or mistake of law or for any loss suffered by the Trust in
connection with the matters to which this Agreement relates,
except a loss resulting from willful misfeasance, bad faith or
negligence on its part in the performance of its duties or from
reckless disregard by it of its obligations and duties under this
Agreement. Any person, even though also an officer, director,
partner, employee or agent of the Transfer Agent, who may be or
become an officer or trustee of the Trust, shall be deemed, when
rendering services to the Trust or acting on any business of the
Trust (other than services or business in connection with the
duties of the Transfer Agent hereunder) in accordance with his
responsibilities to the Trust as such officer or trustee, to be
rendering such services to or acting solely for the Trust and not
as an officer, director, partner, employee or agent or one under
the control or direction of the Transfer Agent even through paid
by the Transfer Agent.
b. The Transfer Agent shall be kept indemnified by the Trust and be
without liability for any action taken or thing done by it in
performing the Transfer Agency Services in accordance with the
above standards; provided, however, that the Trust will not
indemnify the Transfer Agent for the portion of any loss or claim
caused, directly or indirectly, by the negligence, wilfull
misfeasance or bad faith of the Transfer Agent or by the Transfer
Agent's reckless disregard of its duties and obligations
hereunder. In order that the indemnification provisions contained
in this Section 5 shall apply, however, it is understood that if
in any case the Trust may be asked to indemnify or save the
Transfer Agent harmless, the Trust shall be fully and promptly
advised of all pertinent facts concerning the situation in
question, and it is further understood that the Transfer Agent
will use all reasonable care to identify and notify the Trust
promptly concerning any situation which presents or appears likely
to present the probability of such a claim for indemnification
against the Trust. The Trust shall have the option to defend the
Transfer Agent against any claim which may be the subject of this
indemnification. In the event that the Trust so elects, it will so
notify the Transfer Agent and thereupon the Trust shall take over
complete defense of the claim, and the Transfer Agent shall in
such situation initiate no further legal or other expenses for
which it shall seek indemnification under this Section. The
Transfer Agent shall in no case confess any claim or make any
compromise or settlement in any case in which the Trust will be
asked to indemnify the Transfer Agent except with the Trust's
written consent.
9. Duration and Termination.
a. This Agreement shall become effective as of the date first written
above. The Agreement may be terminated at any time, without
payment of any penalty, by either party upon 90 days' advance
written notice to the other party. The Agreement may also be
terminated immediately upon written notice to the other party in
the event of a material breach of any provision of this Agreement
by such other party.
b. Upon the termination of this Agreement, the Trust shall pay to the
Administrator and Transfer Agent such compensation as may be
payable prior to the effective date of such termination. In the
event that the Trust designates a successor to any of the
Administrator's or Transfer Agent's obligations hereunder, the
Administrator and/or Transfer Agent shall, at the direction of the
Trust, transfer to such successor all relevant books, records and
other data established or maintained by the Administrator or the
Transfer Agent under the foregoing provisions.
10. Amendment. No provision of this Agreement may be changed, waived,
discharged or terminated orally, but only by an instrument in writing
signed by the party against which an enforcement of the change, waiver,
discharge or termination is sought.
11. Non-Exclusivity. The Services provided by the Administrator and the
Transfer Agent under the Agreement are not deemed to be exclusive. Both
the Administrator and the Transfer Agent are free to render such
services to others and to engage in any other business or activity.
12. Notices. Notices of any kind to be given to the Trust hereunder by the
Administrator or the Transfer Agent shall be in writing and shall be
duly given if delivered to the Trust at the following address:
Gartmore Mutual Funds
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Attn: Legal Department
Notices of any kind to be given to the Administrator hereunder by the
Trust or the Transfer Agent shall be in writing and shall be duly given
if delivered to the Administrator at:
Gartmore SA Capital Trust
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▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: Legal Department
Notices of any kind to be given to the Transfer Agent hereunder by the
Trust or the Administrator shall be in writing and shall be duly given
if delivered to the Transfer Agent at:
Gartmore Investors Services, Inc.
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▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: Legal Department
13. Miscellaneous. The captions in this Agreement are included for
convenience of reference only and in no way define or delimit any of
the provisions hereof or otherwise affect their construction or effect.
If any provision of this Agreement shall be held or made invalid by a
court or regulatory agency decision, statute, rule or otherwise, the
remainder of this Agreement shall not be affected thereby. Subject to
the provisions of Sections 7 and 8, hereof, this Agreement shall be
binding upon and shall inure to the benefit of the parties hereto and
their respective successors. This Agreement shall be governed by and
construed to be in accordance with substantive laws of the State of
Ohio without reference to choice of law principles thereof and in
accordance with the 1940 Act. In the case of any conflict, the 1940 Act
shall control.
14. The Trust and its Trustees. The Trust is a business trust organized
under Chapter 1746, Ohio Revised Code and under a Declaration of Trust
dated as of October 30, 1997, to which reference is hereby made and a
copy of which is on file at the office of the Secretary of State of
Ohio, and to any and all amendments thereto so filed or hereafter
filed. The obligations of the Trust entered into in the name or on
behalf thereof by any of Gartmore Mutual Funds trustees, officers,
employees or agents are not made individually, but only in their
capacities with respect to the Trust. Such obligations are not binding
upon any of the Trustees, shareholders, officers, or employees of the
Trust personally, but bind only the assets of the Trust, as set forth
in Section 1746.13(A), Ohio Revised Code. All persons dealing with any
series of shares of the Trust must look solely to the assets of the
Trust belonging to such series for the enforcement of any claims
against the series/Trust.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated below as of the day and year first above
written.
GARTMORE MUTUAL FUNDS
By:________________________________
Name:
Title:
GARTMORE SA CAPITAL TRUST
By:________________________________
Name:
Title:
GARTMORE INVESTORS SERVICES, INC.
By:________________________________
Name:
Title:
EXHIBIT A
GARTMORE MUTUAL FUNDS
Fund Administration and Transfer Agency Agreement
ADMINISTRATION SERVICES
As Administrator, and subject to the supervision and control of the Trust's
Board of Trustees, the Administrator will provide facilities, equipment, and
personnel to carry out the following administrative and fund accounting services
for operation of the business and affairs of the Trust and each of the Funds
covered by this Agreement:
a. Prepare, file, and maintain the Trust's governing documents, including
the Declaration of Trust, the Bylaws, minutes of meetings of Trustees
and shareholders;
b. Prepare for, conduct and facilitate shareholder meetings as well as
prepare, file, print and distribute proxy statements for meetings of
shareholders;
c. Prepare and file on a timely basis with the Securities and Exchange
Commission and the appropriate state securities authorities the
registration statements for the Trust, relating to the Funds and the
Funds' shares, and all amendments thereto, the Trust's reports pursuant
to Investment Company Act Rule 24f-2, prospectuses, proxy statements,
and such other documents as may be necessary or convenient to enable
the Trust to make continuous offering of the Funds' shares and to
conduct its affairs;
d. Assist the independent auditors in their audits of the Funds.
e. Compile and publicly disclose information on the proxy voting of each
of the Funds;
f. Prepare, negotiate, and administer contracts on behalf of the Funds
with, among others, the Trust's custodian and other third parties;
g. Supervise the Trust's custodian;
h. Advise the Trust and its Board of Trustees on matters concerning the
Funds and their affairs, prepare board materials for regularly
scheduled and special meetings of the Board of Trustees and make
arrangements for such meetings;
i. Prepare and have filed on a timely basis the Federal and State income
and other tax returns for the Funds;
j. Examine and review the operations of the Funds, and the Trust's
custodian, transfer agent and investment adviser and the Funds'
subadvisers, if any, to monitor and promote compliance with applicable
state and federal law;
k. Coordinate the layout and printing of publicly disseminated
prospectuses and reports;
l. Provide the Trust with office space and personnel;
m. Assist with the design, development, and operation of the Funds;
n. Provide individuals reasonably acceptable to the Trust's Board of
Trustees for nomination, appointment, or election as officers of the
Trust, who will be responsible for the management of certain of the
Trust's affairs as determined by the Trust's Board of Trustees;
o. Monitor the Trust's compliance with Sections 851 through 855 of the
Internal Revenue Code of 1986, as amended, and the regulations
promulgated thereunder, so as to enable the Trust and each Fund to
comply with the diversification requirements applicable to investments
of variable contracts and for each to maintain its status as a
"regulated investment company;"
p. Obtain and keep in effect fidelity bonds and directors and
officers/errors and omission insurance policies for the Trust and each
of the Funds; and
q. Provide the Trust and each Fund with fund accounting services,
including but not limited to the following services:
1) keeping and maintaining the following books and records of the
Trust and each of the Funds pursuant to Rule 31a-1 under the
Investment Company Act, including:
a) journals containing an itemized daily record of all purchase
and sales of securities, all receipts and disbursements of
cash and all other debit and credits, as required by Rule
31a-1(b)(1);
b) general and auxiliary ledgers reflecting all asset, liability,
reserve, capital, income and expense accounts, including
interest accrued and interest received, as required by Rule
31a-1(b)(2)(i);
c) separate ledger accounts required by Rule 31a-1(b)(2)(ii) and
(iii); and
d) a monthly trial balance of all ledger accounts (except
shareholder accounts) as required by Rule 31a-1(b)(8).
2) performing the following accounting services on a regular basis
for each Fund, as may be reasonably requested by the Trust:
a) calculate the net asset value per share;
b) calculate the dividend and capital gain distribution, if any;
c) calculate a Fund's yield and total return (to the extent
necessary or desirable);
d) reconcile cash movements with the Trust's custodian;
e) affirm to the Trust's custodian all portfolio trades and cash
movements;
f) verify and reconcile with the Trust's custodian all daily
trade activity;
g) provide such reports as may be required by the Trust;
h) prepare the Trust's financial statements, including oversight
of expense accruals and payments;
i) calculate the deviation between marked-to-market and amortized
cost valuations for any money market funds;
j) obtain security prices from independent pricing services, or
if such quotes are unavailable, then determine such prices as
provided for in the Trust's valuation procedures;
k) post summary shareholder activity received from the Transfer
Agent and reconcile share balances, including receivables and
payables with the Transfer Agent on a daily basis;
l) provide such other similar services with respect to a Fund as
may be reasonably requested by the Trust; and
m) develop the financial statements and other information for the
reports to shareholders and regulatory authorities, including
Form N-SAR and Form N-CSR.
3) Provide accounting reports in connection with the Trust's annual
audit, regulatory filings, compliance reporting, tax reporting,
total return calculations and other audits and examinations by
regulatory agencies.
4) Develop the financial statements and other information for the
reports to shareholders and regulatory authorities, including Form
N-SAR and Form N-CSR.
r. Develop, prepare, implement, administer, monitor, review and test the
Trust's policies and procedures under rule 38a-1 of the Investment
Company Act; provided that, notwithstanding the provisions of paragraph
j above, the Trust shall reimburse the Administrator for the allocable
portion of the fees, expenses and costs incurred by the Administrator
(including the allocable portion of compensation paid to employees of
Administrator who are not officers of the Trust and the allocable
portion of any costs, fees or expenses of subcontractors in accordance
with Section 2 of the Agreement) in performing the Services described
in this paragraph r, in the proportion that the benefits of such
services inure to the Trust and provided that such allocation of fees,
costs and expenses related to the Trust is approved by the Board of
Trustees of the Trust or by a Committee of the Board with delegated
authority to approve such allocation.
s. Assist in all aspects of the Funds' operations other than those
provided under other specific contracts.
The foregoing, along with any additional services that the Administrator shall
agree in writing to perform for the Trust hereunder, shall hereafter be referred
to as "Administration Services." In compliance with the requirements of Rule
31a-3 under the Investment Company Act, the Administrator hereby agrees that all
records that it maintains for the Trust are the property of the Trust and
further agrees to surrender promptly to the Trust any of such records upon the
Trust's request. The Administrator further agrees to preserve for the periods
prescribed by Investment Company Act Rule 31a-2 the records required to be
maintained by Investment Company Act Rule 31a-1. Administration Services shall
not include any duties, functions, or services to be performed for the Trust by
the Trust's investment adviser, custodian, or transfer agent pursuant to their
agreements with the Trust.
The Administrator acknowledges the importance of efficient and prompt
transmission of information to the life insurance companies affiliated with the
Administrator ("Nationwide") and other omnibus accounts. The Administrator
agrees to use its best efforts to meet the deadline for transmission of pricing
information presently set by Nationwide and other omnibus account holders and
such other time deadlines as may be established from time to time in the future.
EXHIBIT B
GARTMORE MUTUAL FUNDS
Fund Administration and Transfer Agency Agreement
TRANSFER AGENCY SERVICES
1. In providing transfer agency services, the Transfer Agent shall:
a. Maintain all shareholder account records including the current
name and address, and number of shares and fractional shares owned
by each shareholder of a Fund;
b. Deposit and process all purchases on a daily basis;
c. Establish new accounts including procurement of tax identification
numbers;
d. Process all redemptions including systematic withdrawals;
e. Examine and process all legal changes in share registrations and
transfers of ownership;
f. Provide shareholder servicing support to respond to inquiries from
investors and representatives selling shares of the Funds; and
g. Issue and send confirmation statements and periodic account
statements.
2. The Transfer Agent shall act as the dividend disbursing agent and
shall:
a. Calculate the shareholders' dividends and capital gains
distributions; and
b. Process dividend payments and capital gains distributions,
including the purchase of new shares through dividend
reimbursement.
3. The Transfer Agent shall also:
a. Address and mail semi-annual reports, annual reports and
prospectuses;
b. Prepare and mail all necessary reports to investors, state and
federal authorities, including applicable Internal Revenue Service
forms;
c. Issue replacement checks and maintain a "Stop Payment" file;
d. Solicit tax identification numbers;
e. Provide comprehensive accounting controls and reconciliations of
all cash flow and settlement; and
f. Calculate applicable commissions on shareholder transactions.
As to the Transfer Agency Services, the Transfer Agent shall keep and maintain,
or provide for the keeping and maintenance, on behalf of the Trust all books and
records which the Trust is, or may be, required to keep and maintain pursuant to
applicable statutes, rules and regulations in providing such services, except
those specifically required to be retained by the Administrator as described in
Exhibit A. The Transfer Agent further agrees that all such books and records
shall be the property of the Trust and to make such books and records available
for inspection by the Trust or by the Securities and Exchange Commission at
reasonable times or otherwise to keep confidential all books and records and
other information relative to the Trust and its shareholders, except when
requested to divulge such information by duly-constituted authorities or court
process, or as requested by the Trust, a shareholder or a shareholder's agent or
the dealer of record with respect to information concerning an account as to
which such shareholder has either a legal or beneficial interest.
EXHIBIT C
GARTMORE MUTUAL FUNDS
Fund Administration and Transfer Agency Agreement
FEE SCHEDULE
FEES
The Trust shall pay fees to the Administrator and Transfer Agent, as set forth
in the schedule directly below, for the provision of services covered by this
Agreement. Fees will be computed daily and payable monthly at an annual rate
based on the aggregate amount of the Trust's average daily net assets. The Trust
will also be responsible for out-of-pocket expenses (including, but not limited
to, the cost of the pricing services that the Administrator utilizes and any
networking fees paid as out-of-pocket expenses) reasonably incurred by the
Administrator and the Transfer Agent in providing services to the Trust. All
fees and expenses shall be paid by the Trust to the Administrator on behalf of
the Administrator and the Transfer Agent.
Aggregate* Fee as a
Trust Asset Level# Percentage of Net Assets
------------------------------------------------------------
Up to $1 billion 0.26%
$1 billion up to $3 billion 0.19%
$3 billion up to $4 billion 0.15%
$4 billion up to $5 billion 0.08%
$5 billion up to $10 billion 0.05%
$10 billion up to $12 billion 0.03%
$12 billion or more 0.02%
* Includes fund administration and transfer agency services.
# The assets of each of the Investor Destinations Funds (listed below)
are excluded from the Trust asset level amount in order to calculate
this asset based fee. The Investor Destinations Funds do not pay any
part of this fee.
FUNDS OF THE TRUST
Gartmore Nationwide Fund
(formerly Gartmore Total Return Fund)
Gartmore Growth Fund
(formerly Nationwide Growth Fund)
Gartmore Mid Cap Growth Leaders Fund
(formerly Gartmore Millennium Growth Fund and Nationwide Mid Cap
Growth Fund)
Gartmore Bond Fund
(formerly Nationwide Bond Fund)
Gartmore Tax-Free Income Fund
(formerly Nationwide Tax-Free Income Fund)
Gartmore Government Bond Fund
(formerly Nationwide Intermediate U.S. Government Bond Fund
and Nationwide U.S. Government Bond Fund)
Gartmore Money Market Fund
(formerly Nationwide Money Market Fund)
Gartmore Value Opportunities Fund
(formerly Nationwide Value Opportunities Fund)
Gartmore High Yield Bond Fund
(formerly Nationwide High Yield Bond Fund)
Gartmore U.S. Growth Leaders Fund
(formerly Nationwide Focus Fund and
Gartmore Growth 20 Fund)
Gartmore Short Duration Bond Fund
(formerly ▇▇▇▇▇▇ Capital Accumulation Fund,
Nationwide ▇▇▇▇▇▇ Capital Accumulation Fund and Gartmore ▇▇▇▇▇▇ Capital
Accumulation Fund)
Gartmore ▇▇▇▇▇▇ Enhanced Income Fund
(formerly ▇▇▇▇▇▇ Enhanced Income Fund and
Nationwide ▇▇▇▇▇▇ Enhanced Income Fund)
Gartmore Global Technology and Communications Fund
(formerly Nationwide Global Technology and Communications Fund)
Gartmore Global Health Sciences Fund
(formerly Nationwide Global Life Sciences Fund)
NorthPointe Small Cap Value Fund
NorthPointe Small Cap Growth Fund
Gartmore International Growth Fund
Gartmore European Leaders Fund
Gartmore Worldwide Leaders Fund
(formerly Gartmore Global Leaders Fund)
Gartmore Emerging Markets Fund
Gartmore Small Cap Growth Fund (formerly Gartmore Global Small Companies Fund)
Gartmore OTC Fund
Gartmore Asia Pacific Leaders Fund
Gartmore Global Financial Services Fund
Gartmore Global Utilities Fund
Gartmore Nationwide Leaders Fund
(formerly Gartmore U.S. Leaders Fund)
Gartmore Small Cap Index Fund (formerly Nationwide Small Cap Index Fund)
Gartmore International Index Fund (formerly Nationwide International Index Fund)
Gartmore Bond Index Fund (formerly Nationwide Bond Index Fund)
Gartmore Mid Cap Market Index Fund (Nationwide Mid Cap Market Index Fund)
Gartmore S&P 500 Index Fund (formerly Nationwide S&P 500 Index Fund)
Gartmore Large Cap Value Fund
(formerly Prestige Large Cap Value Fund and
Nationwide Large Cap Value Fund)
Gartmore Small Cap Fund (formerly Nationwide Small Cap Fund and
Prestige Small Cap Fund)
Gartmore Investor Destinations Aggressive Fund
(formerly Investor Destinations Aggressive Fund and
Nationwide Investor Destinations Aggressive Fund)
Gartmore Investor Destinations Moderately Aggressive Fund
(formerly Investor Destinations Moderately Aggressive Fund and
Nationwide Investor Destinations Moderately Aggressive Fund)
Gartmore Investor Destinations Moderate Fund
(formerly Investor Destinations Moderate Fund and
Nationwide Investor Destinations Moderate Fund)
Gartmore Investor Destinations Moderately Conservative Fund
(formerly Investor Destinations Moderately Conservative Fund and
Nationwide Investor Destinations Moderately Conservative Fund)
Gartmore Investor Destinations Conservative Fund
(formerly Investor Destinations Conservative Fund and
Nationwide Investor Destinations Conservative Fund)
Gartmore Micro Cap Equity Fund
Gartmore Mid Cap Growth Fund
Gartmore U.S. Growth Leaders Long-Short Fund (formerly Gartmore Long-Short
Equity Plus Fund)
Gartmore Nationwide Principal Protected Fund
Gartmore Long-Short Fund
Gartmore Market Neutral Bond Plus Fund
Gartmore Convertible Fund
Gartmore China Opportunities Fund
Gartmore Global Natural Resources Fund
Gartmore Optimal Allocations Fund: Aggressive (formerly Gartmore Actively
Managed Aggressive Asset Allocation Fund)
Gartmore Optimal Allocations Fund: Moderately Aggressive (formerly Gartmore
Actively Managed Moderately Aggressive Asset Allocation Fund)
Gartmore Optimal Allocations Fund: Moderate (formerly Gartmore Actively Managed
Moderate Asset Allocation Fund)
Gartmore Optimal Allocations Fund: Specialty (formerly Gartmore Actively Managed
Specialty Asset Allocation Fund)
Gartmore Small Cap Leaders Fund