AMENDMENT TO FUND ADMINISTRATION AND TRANSFER AGENCY AGREEMENT
THIS AMENDMENT TO FUND ADMINISTRATION AND TRANSFER AGENCY AGREEMENT
("Amendment") is entered into as of this ___ day of February, 2005 by and among
Gartmore Mutual Funds, an Ohio business trust ("Gartmore Ohio"), _____________
(f/k/a Gartmore SA Capital Trust), a Delaware statutory business trust (the
"Administrator") and Gartmore Investor Services, Inc., an Ohio corporation (the
"Transfer Agent").
BACKGROUND
Gartmore Ohio, Administrator and Transfer Agent are parties to a
certain Fund Administration and Transfer Agency Agreement (as amended and
restated) dated as of January 1, 2005 (the "Fund Administration Agreement").
Pursuant to an agreement, Gartmore Ohio has agreed to sell, transfer and assign
to Gartmore Mutual Funds, a Delaware statutory trust ("Gartmore Delaware") all
or substantially all of Gartmore Ohio's assets, including, without limitation,
the Fund Administration Agreement (the "Transaction"), which Transaction is
expected to close on or about February 28, 2005. The parties desire to amend the
Fund Administration Agreement as described below in connection with the
Transaction.
For good and valuable consideration, receipt of which is hereby
acknowledged, intending to be legally bound, the parties agree as follows:
1. This Amendment is effective upon the consummation of the
Transaction.
2. The first paragraph following the preamble on page 1 of the
Fund Administration Agreement is amended by deleting the word "Ohio" and
replacing it with the word "Delaware".
3. Paragraph 14 of the Servicing Agreement is deleted in its
entirety and replaced with the following: "14. Organization. The Trust is a
statutory trust formed under the Delaware Statutory Trust Act under a
Certificate of Trust filed with the Secretary of State of the State of Delaware
on October 1, 2004."
4. Administrator and Transfer Agent hereby consent to the
assignment of the Fund Administration Agreement from Gartmore Ohio to Gartmore
Delaware.
5. Except as amended hereby, the Fund Administration Agreement
remains in full force and effect and hereby is ratified and confirmed in all
respects.
6. This Amendment shall be governed by and construed to be in
accordance with the substantive laws of the State of [Delaware], without
reference to choice of law principles thereof.
7. This Amendment may be executed in any number of counterparts,
each of which shall be deemed an original and together shall constitute one and
the same instrument.
Executed as of the day and year first written above by the undersigned
parties.
GARTMORE MUTUAL FUNDS [INSERT NEW NAME OF ADMINISTRATOR]
(f/k/a GARTMORE SA CAPITAL TRUST)
By By
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Name: Name:
Title: Title:
GARTMORE INVESTOR SERVICES, INC.
By
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Name:
Title:
