EXHIBIT NO. EX-99(h)(1)(a)
FUND ADMINISTRATION AND TRANSFER AGENCY AGREEMENT
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.
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. The Trust (or the Trust's investment adviser) 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) 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 Section
103.131(a)(2) ("Customer") who is seeking to open an
"account" (as defined under 31 CFR Section
103.131(a)(1) ("Account") provides the required data
elements listed under 31 CFR Section 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 Section 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. 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 0.25%
$1 billion up to $3 billion 0.18%
$3 billion up to $4 billion 0.14%
$4 billion up to $5 billion 0.07%
$5 billion up to $10 billion 0.04%
$10 billion up to $12 billion 0.02%
$12 billion or more 0.01%
* 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 Millennium Growth Fund
(formerly 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 ▇▇▇▇▇▇ Capital Accumulation Fund
(formerly ▇▇▇▇▇▇ Capital Accumulation Fund and
Nationwide ▇▇▇▇▇▇ 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
Gartmore International Growth Fund
Gartmore European Leaders Fund
Gartmore Worldwide Leaders Fund
(formerly Gartmore Global Leaders Fund)
Gartmore Emerging Markets Fund
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)
Nationwide Small Cap Index Fund
Nationwide International Index Fund
Nationwide Bond Index Fund
Nationwide Mid Cap Market Index Fund
Nationwide S&P 500 Index Fund
Gartmore Large Cap Value Fund
(formerly Prestige Large Cap Value Fund and
Nationwide Large Cap Value Fund)
Nationwide Small Cap Fund
(formerly 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 Long-Short Equity Plus Fund
Gartmore Nationwide Principal Protected Fund
Gartmore Long-Short Fund
Gartmore Market Neutral Bond Plus Fund
Gartmore Convertible Fund