Exhibit 23(h)(2)
FUND ADMINISTRATION AGREEMENT
This Fund Administration Agreement is made as of this 18th day of August,
2003, between Gartmore Mutual Funds II, Inc. (formerly GAMNA Series Funds,
Inc.), a Maryland corporation (the "Company"), and Gartmore SA Capital Trust, a
Delaware statutory trust (the "Administrator").
WHEREAS, the Company operates as an open-end investment company and is
registered under the Investment Company Act of 1940, as amended (the "1940
Act"); and
WHEREAS, the Company desires to retain the Administrator to provide certain
administrative and fund accounting services described below with respect to the
investment portfolio of the Company (the "Fund") which is listed on Exhibit A to
this Agreement, and the Administrator is willing to render such services;
NOW, THEREFORE, in consideration of the premises and mutual covenants set
forth herein, the parties hereto agree as follows:
1. Appointment of Administrator. The Company hereby appoints the Administrator
as administrator of the Fund 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 Section 2 of this Agreement
in consideration of the compensation provided for in Section 4 hereof.
2. Services and Duties. As Administrator, and subject to the supervision and
control of the Company's Board of Directors, 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 Company and the Fund covered by this Agreement:
a. prepare, file, and maintain the Company's governing documents,
including the Articles of Incorporation, the By-laws, minutes of
meetings of the Board of Directors and shareholders, and proxy
statements for meetings of shareholders;
b. prepare and file on a timely basis with the Securities and Exchange
Commission and the appropriate state securities authorities the
registration statements for the Company, relating to the Fund and the
Fund's shares, and all amendments thereto, the Company's reports
pursuant to Investment Company Act Rule 24f-2, reports to shareholders
and regulatory authorities, including form N-SAR, Form N-CSR, Form
N-PX, and prospectuses, proxy statements, and such other documents as
may be necessary or convenient to enable the Company to make
continuous offerings of the Fund shares and to conduct its affairs;
c. prepare, negotiate, and administer contracts on behalf of the Fund
with, among others, the Company's custodian and transfer agent;
d. supervise the Company's custodian;
e. calculate performance data of the Fund;
f. prepare and file on a timely basis the federal and state income and
other tax returns for the Fund;
g. examine and review the operations of the Company's custodian, transfer
agent and investment adviser and the Fund's subadvisers, if any, to
promote compliance with applicable state and federal law;
h. coordinate the layout and printing of publicly disseminated
prospectuses and reports;
i. perform internal audit examinations in accordance with procedures to
be adopted by the Administrator and the Company;
j. assist with the design, development, and operation of the Fund;
k. provide individuals reasonably acceptable to the Company's Board of
Directors for nomination, appointment, or election as officers of the
Company, who will be responsible for the management of certain of the
Company's affairs as determined by the Company's Board of Directors;
l. monitor the Company's compliance with Section 817 and Sections 851
through 855 of the Internal Revenue Code of 1986, as amended, and the
regulations promulgated thereunder, so as to enable the Company and
the 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;"
m. advise the Company and its Board of Directors on matters concerning
the Fund and its affairs;
n. maintain historical tax lots for each security;
o. assist in the preparation of notices of Annual or Special Meetings of
Shareholders and proxy materials relating to such meetings;
p. assist in obtaining the fidelity bond and directors' and
officers'/errors and omissions insurance policies for the Fund in
accordance with the requirements of Rule 17g-1 and 17d-1(d)(7) under
the 1940 Act as such bond and policies are approved by the Company's
Board of Directors;
q. monitor the Fund's assets to assure adequate fidelity bond coverage is
maintained;
r. draft agendas, resolutions and materials for quarterly and special
Board meetings;
s. maintain the Fund's corporate calendar to assure compliance with
various filing and Board approval deadlines;
t. monitor the Fund's compliance with the amounts and conditions of each
state qualification
u. provide the Company with office space and personnel;
v. provide the Company and the Fund with fund accounting services,
including but not limited to the following services:
1) keeping and maintaining the following books and records of the
Company and each of the Fund pursuant to Rule 31a-1 under the
1940 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 the Fund, as may be reasonably requested by the Company:
a) calculate the net asset value per share;
b) calculate the dividend and capital gain distribution, if
any;
c) calculate capital gains and losses;
d) determine net income;
e) obtain security market quotes from independent pricing
services approved by the investment adviser, or if such
quotes are unavailable, then obtain such prices from the
investment adviser, and in either case calculate the market
value of the Fund's investments;
c) calculate a Fund's yield;
d) reconcile cash movements with the Company's custodian;
e) affirm to the Company's custodian all portfolio trades and
cash movements;
f) verify and reconcile with the Company's custodian all daily
trade activity;
g) provide such reports as may be required by the Company;
h) preparation of the Company's monthly financial statements,
including oversight of expense accruals and payments,
Schedule of Investments, Statement of Assets and
Liabilities, Statement of Operations, Statement of Changes
in Net Assets, Cash Statement and Schedule of Capital Gains
and Losses;
(i) calculating the deviation between marked-to-market and
amortized cost valuations for any money market funds; and
h) such other similar services with respect to a Fund as may be
reasonably requested by the Company;
i) post to and prepare the Statement of Assets and Liabilities
and the Statement of Operations;
j) calculate various contractual expenses (e.g., advisory and
custody fees);
k) monitor the expense accruals and notify an officer of the
Company of any proposed adjustments;
w. assist in all aspects of the Fund's 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 Company hereunder, shall hereafter be
referred to as "Administrative Services." In compliance with the requirements
of Rule 31a-3 under the 1940 Act, the Administrator hereby agrees that all
records that it maintains for the Company are the property of the Company and
further agrees to surrender promptly to the Company any of such records upon the
Company'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. Administrative Services shall
not include any duties, functions, or services to be performed for the Company
by the Company's investment adviser, custodian, or transfer agent pursuant to
their agreements with the Company.
The Administrator acknowledges the importance of efficient and prompt
transmission of information to the purchasers of Company shares. The
Administrator agrees to use its best efforts to meet any deadline for
transmission of pricing information.
When performing Administrative Services to the Company and for the Fund, the
Administrator will comply with the provisions of the Articles of Incorporation
and By-laws of the Company, will safeguard and promote the welfare of the
Company and the Fund, and will comply with the policies that the Board of
Directors may from time to time reasonably determine, provided that such
policies are not in conflict with this Agreement, the Company's governing
documents, or any applicable statutes or regulations.
3. Expenses. The Administrator shall be responsible for expenses incurred in
providing all the Administrative Services to the Company, including the
compensation of the Administrator's employees who serve as officers of the
Company, except that the Company shall reimburse the Administrator for the
cost of the pricing services that the Administer utilizes. The Company (or
the Company's investment adviser) shall be responsible for all other
expenses of the Company, including without limitation: (i) investment
advisory and subadvisory fees; (ii) interest and taxes; (iii) brokerage
commissions and other costs in connection with the purchase or sale of
securities and other investment instruments; (iv) fees and expenses of the
Company's Board of Directors, other than those who are "interested persons"
of the Administrator or the investment adviser of the Company; (v) legal
and audit expenses; (vi) custodian and transfer and dividend disbursing
agent fees and expenses; (vii) fees and expenses related to the
registration and qualification of the Company and the Company'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 Company; (ix) all other expenses incidental to holding
meetings of the Company'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 Company is a party and the legal obligation which
the Company may have to indemnify the Company's directors and officers with
respect thereto.
4. Compensation. For the Administrative Services provided, the Company hereby
agrees to pay and the Administrator hereby agrees to accept as full
compensation for its services rendered hereunder the administrative fee
listed for the Fund on Exhibit A. Such fees will be computed daily and
payable monthly at an annual rate based on the 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
administrative 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. 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 Company 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 director of the
Company, shall be deemed, when rendering services to the Company or
acting on any business of the Company (other than services or business
in connection with the duties of the Administrator hereunder) in
accordance with his responsibilities to the Company as such officer or
director, to be rendering such services to or acting solely for the
Company 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 Company and be
without liability for any action taken or thing done by it in
performing the Administrative Services in accordance with the above
standards which the Administrator takes at the request or on the
direction of or in reliance on the advice of the Company; provided,
however, that the Company will not indemnify the Administrator for the
portion of any loss or claim caused, directly or indirectly, by the
negligence, willful misfeasance or bad faith of the Administrator or
by the Administrator's reckless disregard of its duties and
obligations hereunder. Any amounts payable by the Company hereunder
shall be satisfied only against the relevant Fund's assets and not
against the assets of any other portfolio of the Company. In order
that the indemnification provisions contained in this Section 5 shall
apply, however, it is understood that if in any case the Company may
be asked to indemnify or save the Administrator harmless, the Company
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
Company promptly concerning any situation which presents or appears
likely to present the probability of such a claim for indemnification
against the Company. The Company shall have the option to defend the
Administrator against any claim which may be the subject of this
indemnification. In the event that the Company so elects it will so
notify the Administrator and thereupon the Company 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 Company will be asked to indemnify the
Administrator except with the Company's written consent.
c. Company hereby agrees that while Administrator has sole responsibility
for performance of its obligations under this Agreement, any or all
duties of Administrator may be performed from time to time by one or
more third parties as Administrator, in its discretion, shall select,
provided that Company shall be notified of all contracts between
Administrator and such third party or parties and provided copies
thereof upon request.
6. 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 sixty (60) 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 Company shall pay to the
Administrator such compensation as may be payable prior to the
effective date of such termination. In the event that the Company
designates a successor to any of the Administrator's obligations
hereunder, the Administrator shall, at the direction of the Company,
transfer to such successor all relevant books, records and other data
established or maintained by the Administrator under the foregoing
provisions.
7. 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.
8. Notices. Notices of any kind to be given to the Company hereunder by the
Administrator shall be in writing and shall be duly given if delivered to
the Company and to its investment adviser at the following address:
Gartmore Mutual Funds II, Inc. (formerly GAMNA Series Funds, Inc.)
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Attention: Legal Department
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Notices of any kind to be given to the Administrator hereunder by the
Company shall be in writing and shall be duly given if delivered to the
Administrator at:
Gartmore SA Capital Trust
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Attention: Legal Department
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
9. 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
Section 5, hereof, this Agreement shall be binding upon and shall inure to
the benefit of the parties hereto and their respective successors. This
Agreement and the rights and duties of the parties hereunder shall be
governed by, and construed in accordance with, the law of the State of New
York and in accordance with the 1940 Act. In the case of any conflict, the
1940 Act shall control.
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 SA CAPITAL TRUST
By:_______________________________
Name:
Title:
GARTMORE MUTUAL FUNDS II, INC.
(formerly GAMNA Series Funds, Inc.)
By:_______________________________
Name:
Title:
EXHIBIT A
GARTMORE MUTUAL FUNDS II, INC.
(formerly GAMNA Series Funds, Inc.)
FUND ADMINISTRATION AGREEMENT
FEES
The Company shall pay fees to the Administrator and Gartmore Investors Services,
Inc. (the "Agent"), as set forth in the schedule directly below, for the
provision of fund administration services covered by this Agreement and for
transfer and dividend disbursement agency services. (Transfer and dividend
disbursement agency services are provided to the Trust by the Agent and are
described in the Transfer and Dividend Disbursing Agent Agreement between the
Trust and the Agent. Reference is also made to Exhibit A of the Transfer and
Dividend Disbursing Agent Agreement, effective August 18, 2003.) Fees will be
computed daily and payable monthly at an annual rate based on the aggregate
amount of the Company's average daily net assets, combined with the average
daily net assets of the Gartmore Mutual Funds and the Gartmore Variable
Insurance Trust. The Company will also be responsible for out-of-pocket
expenses reasonably incurred by the Administrator and the 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 Agent.
AGGREGATE* FEE AS A
ASSET LEVEL PERCENTAGE OF NET ASSETS**
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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.
**Includes Gartmore Mutual Funds II, Inc., Gartmore Mutual Funds and Gartmore
Variable Insurance Trust.
FUND OF THE COMPANY
Gartmore Focus Fund
(formerly GAMNA Focus Fund)
