Exhibit No. EX-99.g.4
SPECIAL CUSTODY ACCOUNT AGREEMENT
This Special Custody Account Agreement (the "Agreement") dated September 28,
2006, among Citigroup Global Markets Inc. (the "Broker"), severally and not
jointly, each separate series listed on Appendix 4 attached hereto (each, a
"Customer") of Gartmore Mutual Funds ("GMF"), a Delaware statutory trust and
registered investment company, and JPMorgan Chase Bank, N.A., a national banking
association ("Custodian").
WHEREAS, Broker is a registered broker-dealer under the Securities Exchange Act
of 1934, as amended (the "1934 Act");
WHEREAS, Customer desires from time to time to execute various securities
transactions, including short sales, and in connection therewith has executed an
Institutional Client Agreement and Prime Broker Designation which provides for
margin transactions; and
WHEREAS, to facilitate Customer's transactions in short sales of securities,
Customer and Broker desire to establish procedures for the compliance with the
provisions of Regulations T and X of the Board of Governors of the Federal
Reserve System, the margin rules of various exchanges, self-regulatory
organizations and clearing corporations and other applicable margin requirements
("Margin Rules"); and
WHEREAS, Custodian maintains custody accounts for Customer and is prepared to
act as Custodian to hold collateral as a securities intermediary (as defined in
Section 4(a) below) hereunder.
NOW, THEREFORE, Customer, Custodian and Broker hereby agree as follows:
1. Definitions: As used herein, the following terms have the meanings set
forth below:
(a) "Adequate Collateral" means Collateral having such value as is adequate, in
the judgement of Broker, under the Margin Rules and the internal policies
of Broker, to secure payment of the Secured Obligations.
(b) "Advice from Broker" or "Advice" means a written notice sent to Customer or
Custodian, transmitted in accordance with Section 8 below, except that
Advice for initial or additional Collateral may be given orally, so long as
it is promptly confirmed in writing. With respect to any short sale or
Closing Transaction, the Advice from Broker shall mean a standard
confirmation in use by Broker and sent to Customer and Custodian. With
respect to substitutions or releases of Collateral, Advice from Broker
means a written notice signed by Broker and sent to Custodian. When used
herein, the term "Advise" shall refer to communicating Advice from Broker.
(c) "Closing Transaction" means a transaction in which securities that have
been sold short are purchased.
(d) "Collateral" means cash (denominated in US Dollars) and government
securities (as defined in Section 3(a)(42)(a)-(c) of the Securities
Exchange Act of 1934) and other margin eligible securities or other assets
acceptable to Broker that are owned by Customer and deposited in the
Account (as defined in Section 2(a) below) and pledged to Broker as
provided herein.
(e) "Act of Insolvency" means, with respect to either Customer or Custodian:
(i) the commencement by such party as debtor of any case or proceeding
under any bankruptcy, insolvency, reorganization, liquidation, moratorium,
dissolution, delinquency, or similar law, or such party seeking the
appointment or election of a receiver, conservator, trustee, custodian or
similar official for such party or any substantial part of its property, or
the convening of any meeting of creditors for purposes of commencing any
such case or proceeding or seeking such an appointment or election; (ii)
the commencement of any such case or proceeding against such party, or
another seeking such an appointment or election, which (A) is consented to
or not timely contested by such party, (B) results in the entry of an order
for relief, such an appointment or election, or (C) is not dismissed within
15 days; (iii) the making by such party of a general assignment for the
benefit of creditors; or (iv) the admission in writing by such party of
such party's inability to pay such party's debts as they become due.
(f) "Client Agreement" means the Institutional Client Agreement and Prime
Broker Designation each dated September 28, 2006, as it may be amended or
supplemented from time to time, between Customer and Broker.
(g) "Eligible Depository" means the Depository Trust Company, the Federal
Reserve book-entry system ("BES") or any other securities depository
registered as a clearing agency under the 1934 Act.
(h) "Entitlement order" means, anything to the contrary notwithstanding, any
Advice from Broker communicated to Custodian and directing transfer or
redemption of any financial asset (as defined paragraph 4(d) hereof)
comprising Collateral shall constitute an "entitlement order" as defined in
Section 8-102(a)(8) of Article 8 of NYUCC, including a Notice of Exclusive
Control (as defined below).
(i) "Instructions from Customer" or "Instructions" means a request, direction,
or certification in writing signed by Customer and delivered to Custodian
or Broker, transmitted in accordance with Section 10 below. When used
herein, the term "Instruct" means the act of sending an Instruction from
Customer.
(j) "NYUCC" means the Uniform Commercial Code as in effect from time to time in
the State of New York.
(k) "Notice of Exclusive Control" means a written notice delivered by Broker to
Custodian stating that Broker is hereinafter exercising exclusive control
over the Account (as defined in Section 2(a) hereof) with respect to an
individual Customer.
(l) "Secured Obligations" means any and all obligations of Customer to Broker,
whether now or hereafter from time to time arising, in each case pursuant
to the Client Agreement or this Agreement.
2. Special Custody Account for Short Sales and Margin Transactions.
(a) From time to time, Customer may place orders with Broker for the short sale
of securities or for various other securities transactions entailing margin
requirements. For purposes of such transactions, Custodian shall open one
or (at the request of Broker) more accounts on its books entitled "Special
Custody Account for Broker as pledgee of Customer" (the "Account").
Custodian shall hold in the Account all Collateral as shall be received and
accepted by it pursuant to the terms of this Agreement. Customer hereby
instructs Custodian that the Collateral provided from time to time by
Customer for an Account is to be accepted by Custodian for delivery into
the Account and identified on Custodian's books and records as pledged by
Customer to Broker as Collateral.
(b) It is understood and agreed that (i) this Agreement shall constitute a
separate agreement among Broker, Custodian and each Customer as if such
Customer had executed this Agreement separately from the other Customers,
(ii) no Customer shall have any liability for the obligations of any other
Customer, and (iii) no Customer has any power or authority to, or by
entering into this Agreement shall, impose any liability on, or grant any
interest in, the assets of any other Customer. With respect to any
Customer, only Accounts, confirmations and similar statements, among
Broker, Custodian and that Customer shall be deemed to refer to the Special
Custody Account Agreement as prepared severally for such Customer and the
term "this Agreement" shall be construed as a separate agreement for each
such Customer.
(c) Broker and Customer hereby authorize Custodian to utilize Eligible
Depositories to the extent possible in connection with its performance of
its duties hereunder. Where Collateral eligible for deposit in an Eligible
Depository is transferred to the Account, Custodian shall identify on its
records as belonging to Customer and pledged to Broker a quantity of
securities in the appropriate Eligible Depository. Securities and cash
deposited in an Eligible Depository will be held in accounts that include
only assets held by Custodian for its customers.
(d) Any interest or dividends paid with respect to the Collateral shall be
credited to the Account as additional Collateral and shall be held in the
Account as such until released therefrom in accordance with the terms of
this Agreement.
3. Security Interest. Customer hereby grants to Broker a continuing security
interest in and lien on all Collateral and any and all proceeds of any of
the Collateral. The Collateral consisting of, or held, contained,
evidenced, represented or reflected in or by, or related or arising from,
any Account shall secure payment to Broker of the Secured Obligations.
4. Custodian's Representations and Obligations:
(a) Custodian is and will at all times remain, and will at all times maintain
the Account and all other Collateral in its capacity as (A) as "bank" as
defined in Section 3(a)(6) of the 1934 Act, (B) a "securities intermediary"
as defined in Section 8-102 of Article 8 of the New York UCC, and (C) as
appropriate, a participant in any Eligible Depository, as Broker shall
agree. Custodian will maintain any Collateral held in its accounts at any
Eligible Depository (including an omnibus account) separate from any
account in which Custodian maintains its own proprietary assets. Custodian
confirms and agrees that it will make entries on its books and records
showing Broker's security interest in the Collateral with respect to each
Customer severally and not jointly.
(b) Custodian shall hold the Collateral in the Account separate and apart from
any other property of Customer that Custodian may hold from time to time in
accordance with the terms and conditions of this Agreement. Custodian shall
maintain accounts and records for the Collateral in the Account for a
particular Customer separate from (i) the accounts and records for other
Collateral of Customer held by Custodian, (ii) the account and records for,
or the Collateral of, any other Customer held by Custodian, and (iii) any
other accounts and records for other property in which Broker has an
interest. Custodian shall not deposit into the Account any cash, assets,
property, rights or items other than in accordance with this Agreement.
(c) Custodian represents that the Collateral is not, and will not be, subject
to (and Custodian hereby irrevocably waives) any lien, charge, security
interest or other right or claim of Custodian or any of Custodian's
creditors or any party claiming through Custodian; provided, however, that
Custodian is authorized to charge the Account for any amounts owed to
Custodian (i) under Section 10 of this Agreement, (ii) for the reversal of
cash credited to the Special Custody Account as a result of administrative
or operational errors, or (iii) as a result of non-receipt of dividend or
interest payments. Custodian shall have a lien, charge and security
interest on any and all Collateral for any amount owing to Custodian from
time to time under this Agreement, which lien (except for claims under
clauses (ii) and (iii) of the preceding sentence) shall be expressly
subordinated in right of payment to the Secured Obligations.
(d) Custodian will treat all Collateral (other than cash) as "financial assets"
(as defined in Section 8-102 of NYUCC) and will treat Broker as entitled to
exercise any and all rights, and to benefit from any and all property
interests, that comprise such financial assets (including, without
limitation, the rights and property interests constituting "security
entitlements" with respect to such financial assets specified in Part 5 of
Article 8 of the NYUCC). Custodian shall hold all Collateral solely for the
benefit of Broker (without further consent by Customer, any other
entitlement holder or any third party), shall accept instructions only as
to the disposition of Collateral and any other "entitlement orders" (as
defined in Section 8-102 of NYUCC) only from Broker and from no other
person (whether from Customer, any other entitlement holder or other third
party). Custodian shall not pledge, repledge, hypothecate or rehypothecate
any Collateral, nor comply with an entitlement order of Customer
withdrawing all or any portion of the Collateral from the Account, nor
deliver any Collateral from the Account to Customer, nor pay any free
credit balances or other amount owing to Custodian from Customer with
respect to the Account using Collateral in the Account without the
receiving Advice from Broker or as otherwise provided in this Agreement.
(e) As promptly as practicable, Custodian will provide Broker and Customer in
writing, by facsimile, electronic link or overnight courier, with:
(i) daily and monthly statements detailing the type of Collateral and
an indicative valuation (based on market information provided by
third parties and reasonably available to Custodian at such time)
of the Collateral which Custodian holds in the Account; and
(ii) prompt confirmation of all additions to, deliveries and transfers
of Collateral to and from the Account.
(f) Notwithstanding anything else to the contrary (including, without
limitation, the terms of any confirmation issued by Custodian), Custodian
shall hold the Collateral as Custodian of Broker and Customer and shall not
be regarded as holding it as an escrow agent. Custodian makes no
representations as to the existence, perfection or enforceability of any
security interest, charge, lien or other rights of Broker in or to the
Collateral;
(g) Custodian shall have no duties or responsibilities except such duties and
responsibilities as are specifically set forth in this Agreement.
5. Margin on Short Sales
(a) At or prior to the time that Customer shall place an order for the short
sale of securities, in addition to any other requirements Broker may impose
on Customer in connection with short sales pursuant to the Client Agreement
or otherwise, Customer shall instruct Custodian to transfer and Custodian
shall transfer to the Account such Collateral as shall be necessary to
equal or exceed Adequate Collateral. Customer represents and warrants to
Broker that it owns the Collateral in the Account free and clear of all
liens, claims, security interests and encumbrances (except those granted to
Broker under this Agreement) and any securities included in the Collateral
shall be in good deliverable form (or Custodian shall have the power to put
such securities in good deliverable form) in accordance with the
requirements of the New York Stock Exchange or such other exchange or
exchanges as may be the primary market or markets for such securities.
(b) Customer shall maintain the value (as from time to time determined by
Broker in its reasonable judgement and notified by Broker to Customer) of
all Collateral from time to time on deposit in the Account at least equal
to Adequate Collateral for the Secured Obligations (as from time to time
determined by Broker in its reasonable judgement and notified by Broker to
Customer). Upon Advice that the value of the Collateral in the Account
shall at any time be less than the Adequate Collateral for the Secured
Obligations, Customer shall immediately deposit additional Collateral with
a value (so determined) sufficient to remedy such deficiency. Customer
agrees to instruct Custodian (and Custodian agrees to comply with such
Instructions) as to the Collateral which Custodian is to deposit and
maintain in the Account and to identify on Custodian's books and records as
subject to Broker's security interest granted hereunder. All Collateral
shall be held by Custodian as Custodian for Broker and may be released only
in accordance with the terms of this Agreement or as required by applicable
law.
(c) Customer may, from time to time, substitute or exchange any Collateral held
in the Account: provided, however, that no substitution or exchange of
Collateral in the Account will take place unless Customer first delivers to
Broker, prior to such substitution or exchange, notice and details of such
substitution or exchange in accordance with Section 9 below and Broker
delivers an Advice to Custodian in accordance with Section 8 below
authorizing Custodian to deliver Collateral held in the Account to
Customer, or as otherwise directed, in connection with such substitution or
exchange.
(d) Upon the request of Customer, Broker shall Advise Custodian and Customer of
any Collateral in the Account in excess of Adequate Collateral then
required for the Secured Obligations. At Customer's request and upon
Broker's Advice, such excess shall be transferred from such Account to
Customer.
6. Default. In the event of (a) an Act of Insolvency; (b) failure by Customer
to maintain Adequate Collateral or to comply with any other obligations
under this Agreement or the Client Agreement; or (c) failure of Custodian
to comply with any obligation under this Agreement, Broker shall have the
right to provide an Advice (including a Notice of Exclusive Control) to
Customer and Custodian (provided, however, that no Advice or notice shall
be required in the case of an Act of Insolvency), and may, no more than one
business day after transmittal of such Advice, take any or all of the
following actions: (i) effect a Closing Transaction; (ii) remove any
Collateral from the Account or provide Advice to Custodian to deliver any
Collateral free of payment to Broker; (iii) exercise any voting,
conversion, registration, purchase or other rights with respect to the
Collateral; (iv) collect, including by legal action, any notes, checks or
other instruments for the payment of money included in the Collateral and
compromise or settle with any obligor of such instruments; or (v) sell, in
a commercially reasonable manner, such Collateral as in Broker's judgement
is reasonably necessary for the protection of Broker's interests (it being
understood that Custodian shall transfer the Collateral to Broker to enable
Broker to execute such sale away from the Account). In addition, Broker may
exercise any rights it may have under the Client Agreement and shall have
any and all rights of a secured party under Articles 8 and 9 of the NYUCC
or otherwise available under applicable law. Broker shall promptly deliver
an Advice to Customer of the results of any such sale or disposition (plus
any costs, charges and commissions in connection with such sale or
disposition) of Collateral and any resulting deficiency.
7. Representations and Warranties. Each of Customer, Broker and Custodian
represents and warrants as of the date hereof and as of each date on which
Collateral is in the Account that:
(a) it has duly executed and delivered this Agreement, and has all requisite
power, authority and approval to enter into and perform its obligations
hereunder;
(b) this Agreement is its valid and legally binding obligation, enforceable
against it in accordance with its terms, subject to the effect of
bankruptcy, insolvency, reorganization, moratorium and other similar laws
relating to or affecting creditors' rights generally and to general
equitable principles:
(c) its execution, delivery and performance of this Agreement does not and will
not contravene, or constitute a default under any provision of its
certificate of incorporation, memorandum and articles of association or
by-laws (or equivalent constituent documents) or any law under which it is
constituted or in accordance with which it carries on its activities; and
(d) all authorizations, consents, approvals and notifications necessary for
such execution, delivery and performance have been obtained and remain in
full force and effect, and all conditions thereof have been complied with
and no other action by or in respect of, or filing with, any governmental
body, agency or official is required in connection with such execution,
delivery or performance.
Customer further represents and warrants to Custodian that the Account will
not be used for the settlement of securities transactions for value; that
any delivery or transfer of securities into or out of the Account shall be
made free and without payment of any kind.
8. Advice from Broker. Custodian shall not transfer or deliver any property
held in the Account other than in accordance with Advice from Broker
received by it from one of the persons or entities identified on Appendix 1
hereto (as amended from time to time by written notice from Broker). Upon
receipt of such Advice from Broker, Custodian shall transfer or deliver to
such other account or entity as Broker may so advise such Collateral held
in the Account, less any amounts owed to Custodian for services provided
pursuant to this Agreement. Custodian shall not be bound to inquire as to
Broker's entitlement to issue such Advice, but shall be entitled to rely
upon and act upon them in the manner set out above.
9. Authorized Instructions from Customer. Any of the persons or entities
identified on Appendix 2 hereto (as amended from time to time by written
notice from Customer) may from time to time provide Instructions to
Custodian concerning the exercise of voting rights, conversions,
subdivisions, consolidations, redemptions, takeovers, pre-emptions, options
or other similar rights in respect of securities held as Collateral,
provided that Customer shall provide Broker with notice of any such
Instruction, in accordance with Section 13 below. Upon receipt of such
Instructions, Custodian shall be entitled to act upon them. Instructions of
Customer includes instructions to Custodian from Custodian received by
telecopy, electronic link or other electronic means or such other means as
may be agreed upon in writing by Customer and Custodian.
10. Compensation of Custodian. Customer shall pay Custodian for its services
pursuant to this Agreement such compensation as may from time to time be
agreed in writing between Customer and Custodian.
11. Limitation of Liability. Neither the Broker nor Custodian shall be liable
for any losses, cost, damages, liabilities or expenses suffered or incurred
by Customer as a result of any action taken or omitted to be taken pursuant
to this Agreement, save to the extent such losses, cost, damages,
liabilities or expenses result from Broker's or Custodian's, as the case
may be, wilful misconduct or gross negligence. Customer shall indemnify and
hold Custodian harmless against any liability, loss or expense arising out
of this Agreement, (including reasonable attorneys' fees and
disbursements), except to the extent such liability, loss or expense
results from the negligence or wilful misconduct of Custodian.
Anything in this Agreement to the contrary notwithstanding, in no event
shall Custodian be liable to any party for any special, indirect or
consequential damages of any kind whatsoever, whether or not forseeable and
regardless of the form of the action in which any such damages may be
claimed.
12. Indemnification. Customer agrees to indemnify Custodian and hold Custodian
harmless from and against any and all losses sustained or incurred by or
asserted against Custodian by reason of or as a result of any action or
inaction, or arising out of Custodian's performance under this Agreement,
including reasonable fees and expenses of counsel incurred by Custodian in
connection with a successful defence of claims by Customer or Broker;
provided, however, that Customer shall not indemnify Custodian for losses
arising out of Custodian's negligence or wilful misconduct.
As between Custodian and Broker, Broker hereby agrees to indemnify and hold
Custodian harmless from any liability, loss or expense of Custodian arising
under this Agreement (including reasonable attorneys' fees), that may be
imposed on or incurred by Custodian arising out of any action or omission
of Custodian in accordance with any Advice, notice or instruction of Broker
under this Agreement ("Broker's Indemnity Obligation"); provided, however,
that Broker shall not be obligated to indemnify Custodian to the extent
that any such liability, loss or expense results from Custodian's
negligence or wilful misconduct in its execution of any Advice from Broker.
Customer agrees to indemnify Broker and hold Broker harmless from and
against any and all losses sustained or incurred by or asserted against
Broker as a result of Broker's Indemnity Obligation, to the extent that
Broker's Indemnity Obligation arises out of or in connection with any
information or report provided by Customer or its duly authorized agent for
purposes of this Agreement ("Agent") to Broker, which is not accurate, not
true or is misleading due to the negligence or wilful misconduct of
Customer or Agent; provided, however, that Customer shall not be obligated
to indemnify Broker as a result of Broker's Indemnity Obligation to the
extent that any such liability, loss or expense results from Broker's
negligence or wilful misconduct in the provision of any Advice, notice or
instruction of Broker..
13. Termination.
(a) Any of the parties hereto may terminate this Agreement by 30 days prior
written notice to the other parties, sent by certified mail, to the
addresses listed in Section 14 below. If notice of termination is given,
Customer and Broker shall, within 10 days following the giving of such
notice, deliver to Custodian a statement in writing specifying the
successor custodian or other person to whom Custodian shall transfer the
Collateral. Custodian, subject to the satisfaction of any lien it may have,
shall transfer the Collateral to the person so specified.
(b) Nothwithstanding the foregoing:
(i) the status of any short sales, and of Collateral held at the time
such notice is given shall not be affected by such termination
until the release of Collateral pursuant to applicable laws or
regulations or the rules of any self-regulatory organization to
which Broker is subject;
(ii) Customer shall not be entitled to terminate this Agreement with
respect to any transactions unless and until Customer shall have
indefeasibly paid in full in cash to Broker all Secured
Obligations then outstanding with respect to such transactions;
and
(iii) Custodian shall not be entitled to terminate this Agreement
unless and to the extent that, immediately before such
termination, Customer shall have also been entitled to terminate
this Agreement in accordance with (ii) above or the Collateral
shall have been transferred to Broker or its designee in
accordance with (a) above.
14. Notice. Written notices hereunder shall be sent by facsimile or by telex.
Such notices shall be sent to the parties at the addresses set out below:
(a) If to Broker:
Citigroup Global Markets Inc.
000 Xxxxxxxxx Xxxxxx, 0xx xxxxx
Xxx Xxxx, XX 00000
Attention: Equity Prime Brokerage
Telephone number: 000-000-0000
Facsimile number: 000-000-0000
(b) If to Custodian:
For purposes of the release of Collateral:
JPMorgan Chase Bank, N.A.
00000 Xxxxx Xxxxxx Xxxxxxx
Xxxxxx, Xxxxx 00000-0000
Attention: WSS Operations - Trade
Telephone number: 000-000-0000
Facsimile number: 000-000-0000
For any other purpose:
JPMorgan Chase Bank, N.A.
3 Chase Metro Tech Center
5th Floor
Brooklyn, New York 11245
Attention: Xxxxx X. Xxxxx
Telephone number: 000-000-0000
Facsimile number 000-000-0000
(c) If to Customer:
Gartmore Mutual Fund Capital Trust
0000 Xxxxx Xxxx, Xxxxx 0000
Xxxxxxxxxxxx, XX 00000
Attention: Legal Department
Telephone number: 000-000-0000
Facsimile number: 000-000-0000
Each of the parties may, in written notice served on both of the others in
accordance with this Section 13, change the details set out above in
respect of notices to be served on itself.
15. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York. Each of the parties
irrevocably submits to the exclusive jurisdiction of the federal and state
courts in the State of New York, Borough of Manhattan in respect to
disputes arising out of or in connection with this Agreement. Each party
waives its right to a jury trial.
16. Assignment. No party may assign its interest in this Agreement to a third
party without the prior written consent of both parties. Subject thereto,
this Agreement shall ensure to the benefit of, and shall be binding upon,
their successors and assigns.
17. Miscellaneous.
(a) No amendment to this Agreement shall be effective unless made in writing
and signed by each of the parties hereto.
(b) This Agreement may be executed in one or more counterparts, all of which
together shall constitute one and the same agreement.
(c) Any failure or delay by any party in exercising any right, power or
privilege in respect of this Agreement will not be presumed to operate as a
waiver, and a single or partial exercise of any right, power or privilege
will not be presumed to preclude any subsequent or further exercise of that
right, power or privilege or the exercise of any other right, power or
privilege. The rights, remedies, powers and privileges provided in this
Agreement are cumulative and not exclusive of any rights, remedies, powers
and privileges provided by law.
(d) In case any provision in or obligation under this Agreement shall be
invalid, illegal or unenforceable in any jurisdiction, the validity,
legality and enforceability of the remaining provisions shall not in any
way be affected thereby.
(e) Insofar as this Agreement governs the respective rights and obligations of
Customer and Custodian with respect to the Account, the provisions is
Agreement shall be supplemented by the provisions contained in the
Custodian Agreement, by and between Customer and Custodian, entered into on
April 4, 2003 (the "Custodian Agreement"); except that, in the event of a
conflict between the terms of this Agreement and the Custodian Agreement,
the terms of this Agreement shall prevail. Notwithstanding the foregoing,
nothing contained herein shall, or shall be deemed to, limit or expand or
otherwise alter any of the provisions contained herein which affect Broker.
IN WITNESS WHEREOF the parties hereto have caused this Agreement to be executed
and delivered as of the date first written above.
CITIGROUP GLOBAL MARKETS INC.
By:_____________________________
Name:___________________________
Title:__________________________
GARTMORE MUTUAL FUNDS, on behalf of each Customer listed on Annex 4 hereto,
severally and not jointly,
By:_____________________________
Name:___________________________
Title:__________________________
JPMORGAN CHASE BANK, N.A.
By:_____________________________
Name:___________________________
Title:__________________________
APPENDIX 1
Authorized Persons
of Broker
Name Title Phone/Fax Authorized
Signature
1. _____________________________________________________________________
2. _____________________________________________________________________
3. _____________________________________________________________________
4. _____________________________________________________________________
5. _____________________________________________________________________
6. _____________________________________________________________________
7. _____________________________________________________________________
8. _____________________________________________________________________
9. _____________________________________________________________________
APPENDIX 2
Authorized Persons
of Customer
Name Title Phone/Fax Authorized
Signature
1. _____________________________________________________________________
2. _____________________________________________________________________
3. _____________________________________________________________________
4. _____________________________________________________________________
5. _____________________________________________________________________
6. _____________________________________________________________________
7. _____________________________________________________________________
8. _____________________________________________________________________
9. _____________________________________________________________________
APPENDIX 3
Authorized Persons
of Custodian
Name Title Phone/Fax Authorized
Signature
1. _____________________________________________________________________
2. _____________________________________________________________________
3. _____________________________________________________________________
4. _____________________________________________________________________
5. _____________________________________________________________________
6. _____________________________________________________________________
7. _____________________________________________________________________
8. _____________________________________________________________________
9. _____________________________________________________________________
APPENDIX 4
Series of Gartmore Mutual Funds
(each severally and not jointly, the "Customer")
Name of Series
1. Gartmore Hedged Core Equity Fund
2. Gartmore Market Neutral Fund
3. _____________________________________________________________________
4. _____________________________________________________________________
5. _____________________________________________________________________
6. _____________________________________________________________________
7. _____________________________________________________________________
8. _____________________________________________________________________
9. _____________________________________________________________________
