ASSIGNMENT AND ASSUMPTION AGREEMENT
This Assignment and Assumption Agreement ("Agreement") is executed and
delivered in connection with that certain Agreement and Plan of Reorganization
dated as of December 23, 2004 (the "Reorganization Agreement") between Gartmore
Mutual Funds, an Ohio business trust ("Assignor") and Gartmore Mutual Funds, a
Delaware statutory trust ("Assignee"). Capitalized terms used herein and not
otherwise defined herein shall have the meanings set forth in the Reorganization
Agreement.
WITNESSETH
WHEREAS, the Reorganization Agreement provides that Assignor, on behalf
of itself and its 50 separately designated series as listed on Exhibit A
thereto, will convey, transfer and deliver to Assignee all of Assignor's
then-existing assets; and
WHEREAS, the assets of Assignor include, without limitation, the
contracts listed on Exhibit A attached hereto (collectively, the "Contracts");
and
WHEREAS, this Agreement is entered into in connection with the
Reorganization Agreement to evidence the assignment of the Contracts from
Assignor to Assignee.
NOW, THEREFORE, in consideration of the premises and the mutual
promises set forth herein and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, intending to be legally
bound, and subject to the terms and conditions of the Reorganization Agreement,
Assignee and Assignor hereby agree as follows:
1. ASSIGNMENT. Assignor hereby sells, grants, transfers, sets
over, conveys, assigns and delivers to Assignee, its successors and assigns, all
of its title, rights, interests, benefits and privileges in and to the
Contracts.
2. ASSUMPTION. Assignee hereby undertakes, assumes and agrees to
perform, pay and discharge when due all of the obligations under the Contracts.
3. GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware, without
reference to the conflicts of laws or principles.
4. BINDING EFFECT. This Agreement shall be binding upon and shall
inure to the benefit of the parties hereto and their respective successors and
assigns.
5. COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which when so executed and delivered shall be deemed to be
an original hereof and all of which, when taken together, shall constitute one
and the same instrument.
IN WITNESS WHEREOF, Assignee and Assignor have each caused this
Agreement to be duly executed in its corporate name by a duly authorized
representative as of the 28th day of February, 2005.
GARTMORE MUTUAL FUNDS,
an Ohio business trust
By:
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Name:
Title:
GARTMORE MUTUAL FUNDS,
a Delaware statutory trust
By:
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Name:
Title:
EXHIBIT A
Contracts
1. Fund Administration and Transfer Agency Agreement (as amended and
restated) dated as of January 1, 2005 by and among Gartmore Mutual Funds, an
Ohio business trust, Gartmore SA Capital Trust, a Delaware statutory trust, and
Gartmore Investor Services, Inc., an Ohio corporation
2. [Insert List of Dealer Agreements]
3. [Insert List of Servicing Agreements]
4. Underwriting Agreement dated as of October 1, 2002 between Gartmore
Distribution Services, Inc., a Delaware corporation ("GDS"), and Gartmore Mutual
Funds, an Ohio business trust ("GMF"), as amended by Schedule A between GDS and
GMF effective December 29, 2004
5. Amended and Restated Global Custody Agreement dated as of
_______________ between Gartmore Mutual Funds, an Ohio business trust, and
JPMorgan Chase Bank, and all riders thereto
6. Joint Insured Bond Agreement dated as of March 31, 2003 between
Gartmore Mutual Funds, an Ohio business trust, and Gartmore Variable Insurance
Trust
7. Joint Liability Insurance Agreement dated October 30, 2003 between
Gartmore Mutual Funds, an Ohio business trust, Gartmore Variable Insurance Trust
and Gartmore Mutual Funds II, Inc.
8. Administrative Services Plan and Services Agreement dated May 9, 1998
9. Amended Administrative Services Plan effective December 29, 2004
10. Services Agreement dated November 1, 2001 between Gartmore Mutual Funds
and BISYS
