WAIVER TO GLOBAL CUSTODY AGREEMENT
THIS WAIVER TO GLOBAL CUSTODY AGREEMENT (the "Waiver") is entered into
as of this 28th day of February 2005, by and between Gartmore Mutual Funds, an
Ohio business trust (the "Customer"), and JPMorgan Chase Bank (the "Bank").
BACKGROUND
The Bank and the Customer are parties to that certain Global Custody
Agreement dated as of April 4, 2003 (together with all riders thereto,
collectively, the "Agreement"), pursuant to which the Bank provides certain
services to the Customer and the Customer's Funds (as that term is defined in
the Agreement). The Customer has agreed to sell all or substantially all of the
Customer's assets to Gartmore Mutual Funds, a Delaware statutory trust
("Gartmore Delaware"), including, without limitation, the Funds pursuant to an
agreement (hereinafter, the "Transaction"), and, in connection therewith, the
Customer desires to assign the Agreement and all riders thereto to Gartmore
Delaware (the "Assignment"). Section 14(d) of the Agreement provides that the
Agreement shall not be assignable by either party. Bank desires to waive the
provision of said Section 14(d), which prohibits the assignment of the
Agreement, and to express the Bank's consent to the Assignment.
For good and valuable consideration, receipt of which is hereby
acknowledged, intending to be legally bound, the parties hereby agree as
follows:
1. This Waiver is effective upon the consummation of the
Transaction.
2. The Bank hereby waives, with respect to the Transaction, the
provisions of Section 14(d) of the Agreement, which prohibits
the assignment thereof and consents to the Assignment.
3. This Waiver shall be governed by and construed to be in
accordance with the substantive laws of the State of New York,
without reference to choice of law principles thereof.
4. This Waiver 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.
IN WITNESS WHEREOF, the parties hereto have caused this Waiver to be
duly executed as of the day and year first written above.
GARTMORE MUTUAL FUNDS JPMORGAN CHASE BANK
By: By:
--------------------------------- -------------------------------------
Name: Name:
Title: Title:
