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
Variable Insurance Trust, a Massachusetts business trust ("Assignor") and
Gartmore Variable Insurance Trust, 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
conflicts of laws 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 2nd day of May, 2005.
GARTMORE VARIABLE INSURANCE TRUST
a Massachusetts business trust
By:
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Name: Xxxxxx X. Xxxxxxx
Title: Treasurer and Chief Financial Officer
GARTMORE VARIABLE INSURANCE TRUST,
a Delaware statutory trust
By:
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Name: Xxxxxx X. Xxxxxxx
Title: Treasurer and Chief Financial Officer
EXHIBIT A
Contracts
1. Fund Administration and Transfer Agency Agreement (as amended and
restated) dated as of January 1, 2004 by and among Gartmore Variable
Insurance Trust, a Massachusetts business trust, Gartmore SA Capital
Trust, a Delaware statutory trust, and Gartmore Investor Services,
Inc., an Ohio corporation.
2. All Servicing Agreements to which Gartmore Variable Insurance Trust,
a Massachusetts business trust, is a party, which are in effect on the
date hereof.
3. Global Custody Agreement effective April 4, 2003 between JPMorgan
Chase Bank and Gartmore Variable Insurance Trust and all riders
thereto.
4. Joint Insured Bond Agreement dated as of March 15, 2004 among
Gartmore Mutual Funds, Gartmore Variable Insurance Trust, a
Massachusetts business trust, and Gartmore Mutual Funds II, Inc.
(formerly GAMNA Series Funds, Inc.)
5. Joint Liability Insurance Agreement dated as of March 15, 2004 among
Gartmore Mutual Funds, Gartmore Variable Insurance Trust, a
Massachusetts business trust, and Gartmore Mutual Funds II, Inc.
(formerly GAMNA Series Funds, Inc.)
6. Services Agreement dated as of June 1, 2003 by and among Gartmore
Variable Insurance Trust, Gartmore Global Asset Management Trust,
Hartford Life Insurance Company, and Hartford Life and Annuity
Insurance Company.
7. Marketing Services Agreement dated as of March 1, 2005 between Pruco
Life Insurance Company of New Jersey, Pruco Life Insurance Company,
American Skandia Life Assurance Corporation, American Skandia
Marketing, Incorporated, Gartmore Mutual Fund Capital Trust and
Gartmore Distribution Services, Inc.
8. Participation Agreement dated as of June 2, 2003 among First
Great-West Life and Annuity Insurance Company, Gartmore Variable
Insurance Trust, Gartmore Mutual Fund Capital Trust, Gartmore
Distribution Services, Inc. and Xxxxxxx Xxxxxx & Co., Inc.
9. Participation Agreement dated as of June 2, 2003 by and among
Great-West Life & Annuity Insurance Company, Gartmore Variable
Insurance Trust, Gartmore Mutual Fund Capital Trust, Gartmore
Distribution Services, Inc. and Xxxxxxx Xxxxxx & Co., Inc.
10. Fund Participation Agreement effective as of June 1, 2003 by and
among Hartford Life Insurance Company, Gartmore Variable Insurance
Trust, Gartmore Distribution Services, Inc. and Gartmore Global Assets
Management Trust.
11. Participation Agreement dated as of June 23, 2003 by and among
People Benefit Life Insurance Company, Gartmore Variable Insurance
Trust and Gartmore Distribution Services, Inc.
12. Fund Participation Agreement dated as of June 23, 2003 by and among
Canada Life Insurance Company of America, Gartmore Mutual Fund Capital
Trust, Gartmore Distribution Services, Inc. and Gartmore Variable
Insurance Trust.
13. Fund Participation Agreement dated as of June 23, 2003 by and among
Canada Life Insurance Company of New York, Gartmore Mutual Fund Capital
Trust, Gartmore Distribution Services, Inc. and Gartmore Variable
Insurance Trust.
