Exhibit 23(h)(1)
TRANSFER AND DIVIDEND DISBURSING AGENT AGREEMENT
BETWEEN
GARTMORE MUTUAL FUNDS II, INC.
(FORMERLY GAMNA SERIES FUNDS, INC.)
AND
GARTMORE INVESTORS SERVICES, INC.
This Transfer and Dividend Disbursing Agent Agreement (the "Agreement"),
made this 18th day of August, 2003, by and between GARTMORE MUTUAL FUNDS II,
INC. (formerly GAMNA Series Funds, Inc.), a Maryland corporation (the "Company")
and GARTMORE INVESTORS SERVICES, INC., an Ohio corporation (the "Agent").
W I T N E S S E T H:
WHEREAS, the Company desires to enter into a Transfer and Dividend
Disbursing Agent Agreement with the Agent under which Agent will provide the
services as set forth in detail in this Agreement and the Agent is desirous of
providing such services upon the terms and conditions hereinafter provided; and
WHEREAS, the Company is an open-end investment company and is registered
under the Investment Company Act of 1940, as amended (the "1940 Act"), and has
registered its shares for public offering under the Securities Act of 1933, as
amended; and
WHEREAS, the Agent is duly registered as a transfer agent as provided in
Section 17A(c) of the Securities Exchange Act of 1934, as amended.
NOW, THEREFORE, in consideration of the mutual covenants and promises herein
contained, it is agreed as follows:
1. The Agent shall act as Transfer Agent for the Company and in this
capacity, the Agent shall:
a. maintain the current name and address, issuance date, and number
of shares and fractional shares owned by all shareholders of the
Company;
b. deposit and process all investments on a daily basis;
c. establish new accounts and correspond with shareholders to
complete or correct information;
d. process and mail redemption checks including Systematic
Withdrawal Plan checks;
e. examine and process all legal changes in share registrations and
transfers of ownership;
f. respond to inquiries from investors and representatives selling
shares of the Company;
g. prepare and mail to shareholders confirmation statements.
h. calculate 12b-1 payments;
i. prepare and certify stockholder lists in conjunction with proxy
solicitations;
j. countersign share certificates;
k. mail duplicate confirmations to broker-dealers of their clients'
activity, whether executed through the broker-dealer or directly
with the Agent;
l. provide periodic shareholder lists and statistics to the Company;
m. provide detailed data for underwriter/broker confirmations;
n. notify on a timely basis the investment adviser, subadviser,
accounting agent, and custodian of fund activity; and
o. perform other participating broker-dealer shareholder services as
may be agreed upon from time to time.
2. The Agent shall act as the Dividend Disbursing Agent and shall:
a. calculate the shareholders' dividends and capital gains
distributions;
b. prepare and mail dividend and capital gains distribution checks;
c. cause reinvestment of such dividends and capital gains where
required; and
d. prepare and mail dividend and capital gains distribution
confirmations.
3. The Agent shall also:
a. address and mail semi-annual reports, annual reports and
prospectuses;
b. prepare and mail all necessary year-end tax reports and statement
information to investors, State and Federal authorities,
including Federal Form 1099, 1042, and 1042S;
c. issue replacement checks and maintain a "Stop Payment" file;
d. accept and post daily Fund purchases and redemptions;
e. accept, post and perform shareholder transfers and exchanges;
f. issue and cancel certificates (when requested in writing by the
shareholder);
g. solicit taxpayer identification numbers; and
h. provide comprehensive accounting controls and reconciliations of
all cash flow.
4. The Agent agrees to act in good faith in furnishing the services
provided for herein and shall at all times maintain a staff of trained
personnel for the purpose of performing its obligations under the
Agreement. The Agent assumes no responsibility under this Agreement
other than to render the services called for hereunder in good faith.
Anything herein to the contrary notwithstanding, Company hereby agrees
that while Agent has sole responsibility for performance of its
obligations under this Agreement, any or all duties of Agent may be
performed from time to time by one or more third parties as Agent, in
its discretion, shall select, provided that Company shall be notified
of all contracts between Agent and such third party or parties and
provided copies thereof upon request.
5. The Agent agrees that in all matters relating to the services to be
performed by it hereunder, it will act in conformity with the terms of
the Articles of Incorporation, By-laws, Code of Ethics, Registration
Statements and current Prospectuses of the Company. Each of the
parties agree that in all matters relating to the performance of this
Agreement, it will use conform to and comply with the requirements of
the 1940 Act and all other applicable Federal, State or other laws and
regulations. Nothing herein contained shall be deemed to relieve or
deprive the Board of Trustees of the Company of its responsibility for
and control of the conduct of the affairs of the Company.
6. The services of the Agent as provided herein are not to be deemed to
be exclusive, and it shall be free to render services of any kind to
any other group, firm, individual or association, and to engage in
other business or activity.
7. The Agent agrees to keep confidential the records of the Company and
information relating to the Fund and its shareholders, unless the
release of such records or information is otherwise consented to, in
writing, by the Company. The Company agrees that such consent shall
not be unreasonably withheld and may not be withheld where the Agent
may be exposed to civil or criminal contempt proceedings or when
required to divulge such information or records to duly constituted
authorities.
8. This Agreement, including Exhibit A hereto, may be amended at any time
by mutual written consent of the parties.
9. This Agreement may be terminated by either party hereto upon sixty
(60) days written notice given by one to the other, provided that no
such notice of termination given by the Agent to the Company shall be
effective unless and until a substitute person or entity has been
engaged by the Company to perform the services required hereunder for
the Company, or the Company has certified to the Agent that other
arrangements have been made by it to provide such services.
10. 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.
11. 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.)
00 Xxxxx Xxxxxxxx
Xxxxxxxxx, XX 00000
Attention: Legal Department
Facsimile: (000) 000-0000
Notices of any kind to be given to the Agent hereunder by the Company
shall be in writing and shall be duly given if delivered to the Agent
at:
Gartmore Investors Services, Inc.
0000 Xxxxx Xxxx
Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000
Attention: Legal Department
Facsimile: (000) 000-0000
12. For its services specified above, the Company shall pay to the Agent
fees as provided in Exhibit A which is attached hereto and made a part
hereof.
(Remainder of page intentionally left blank)
IN WITNESS WHEREOF, the parties have caused this Agreement to be signed by their
respective officers thereunto duly authorized and their respective corporate
seals to be hereunto affixed, as of the day and year first above written.
GARTMORE MUTUAL FUNDS II, INC.
(formerly GAMNA Series Funds, Inc.)
By:_________________________________
Name:_______________________________
Title:______________________________
GARTMORE DISTRIBUTION SERVICES, INC.
By:_________________________________
Name:_______________________________
Title:______________________________
EXHIBIT A
GARTMORE MUTUAL FUNDS II, INC.
(formerly GAMNA Series Funds, Inc.)
FEES
The Company shall pay fees to the Agent and Gartmore SA Capital Trust (the
"Administrator"), as set forth in the schedule directly below, for the provision
of transfer and dividend disbursement agency services covered by this Agreement
and for fund administration and fund accounting services. (Fund administration
and fund accounting services are provided to the Company by the Administrator
and are described in the Fund Administration Agreement between the Company and
the Administrator. Reference is also made to Exhibit A of the Fund
Administration 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 Agent and the Administrator in providing services to the Company. All
fees and expenses shall be paid by the Company to the Administrator on behalf of
the Administrator and the Agent.
AGGREGATE* FEE AS A
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.
**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)
