Exhibit No. EX-99.23(h)(7)
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 36 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: /s/ Xxxxxx X. Xxxxxxx
-----------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Treasurer and Chief Financial Officer
GARTMORE VARIABLE INSURANCE TRUST,
a Delaware statutory trust
By: /s/ Xxxxxx X. Xxxxxxx
-----------------------------------------
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.