Exhibit 23(g)(3)
GLOBAL CUSTODY AGREEMENT
This AGREEMENT is effective April 4, 2003, and is between JPMORGAN CHASE
BANK ("Bank") and GARTMORE MUTUAL FUNDS ("Customer").
1. CUSTOMER ACCOUNTS.
Bank, acting as "Securities Intermediary" (as defined in Section 15(g)
hereof) shall establish and maintain the following accounts ("Accounts"):
(a) a Custody Account (as defined in Section 15(b) hereof) in the name of
Customer for Financial Assets, which shall, except as modified by
Section 15(d) hereof, mean stocks, shares, bonds, debentures, notes,
mortgages or other obligations for the payment of money, bullion, coin
and any certificates, receipts, warrants or other instruments
representing rights to receive, purchase or sub-scribe for the same or
evidencing or representing any other rights or interests therein and
other similar pro-perty whether certificated or uncertificated as may
be received by Bank or its Subcustodian (as defined in Section 3
hereof) for the account of Customer, including as an "Entitlement
Holder" as defined in Section 15(c) hereof); and
(b) an account in the name of Customer ("Deposit Account") for any and all
cash in any currency received by Bank or its Subcustodian for the
account of Customer, which cash shall not be subject to withdrawal by
draft or check.
Customer warrants its authority to: 1) deposit the cash and Financial
Assets (collectively "Assets") received in the Accounts and 2) give Instructions
(as defined in Section 11 hereof) concerning the Accounts. Bank may deliver
Financial Assets of the same class in place of those deposited in the Custody
Account.
Upon written agreement between Bank and Customer, additional Accounts may
be established and separately accounted for as additional Accounts hereunder.
2. MAINTENANCE OF FINANCIAL ASSETS AND CASH AT BANK AND SUBCUSTODIAN
LOCATIONS.
Unless Instructions specifically require another location acceptable to
Bank:
(a) Financial Assets shall be held in the country or other jurisdiction in
which the principal trading market for such Financial Assets is
located, where such Financial Assets are to be presented for payment
or where such Financial Assets are acquired; and
(b) Cash shall be credited to an account in a country or other
jurisdiction in which such cash may be legally deposited or is the
legal currency for the payment of public or private debts. Cash will
be held in the name of Customer at Bank's London Branch office
("London Branch") in either interest or non-interest bearing cash
accounts as the Customer may instruct and as may be available for the
particular currency. Notwithstanding the preceding sentence, cash held
in respect of those markets where Customer is required to have a cash
account in its own name held directly with the relevant Subcustodian
shall be held in that manner and shall not be part of any cash account
with Bank. Any cash so deposited with London Branch shall be payable
exclusively by London Branch in the applicable currency, subject to
compliance with any applicable laws, regulations, governmental decrees
or similar orders including, without limitation, any restrictions on
transactions in the applicable currency imposed by the country of the
applicable currency.
If Customer wishes to have any of its Assets held in the custody of an
institution other than the established Subcustodians as defined in Section 3 (or
their securities depositories), such arrangement must be authorized by a written
agreement, signed by Bank and Customer.
3. SUBCUSTODIANS AND SECURITIES DEPOSITORIES.
Bank may act hereunder through the subcustodians listed in Schedule A
hereof with which Bank has entered into subcustodial agreements
("Subcustodians"). Customer authorizes Bank to hold Assets in the Accounts
which Bank has established with one or more of its branches or Subcustodians.
Bank and Subcustodians are authorized to hold any of the Financial Assets in
their account with any securities depository in which they participate.
Bank reserves the right to add new, replace or remove Subcustodians.
Customer shall be given reasonable notice by Bank of any amendment to Schedule
A. Upon request by Customer, Bank shall identify the name, address and
principal place of business of any Subcustodian of Customer's Assets and the
name and address of the governmental agency or other regulatory authority that
supervises or regulates such Subcustodian.
4. USE OF SUBCUSTODIAN.
(a) Bank shall identify the Assets on its books as belonging to Customer.
(b) A Subcustodian shall hold such Assets together with assets belonging
to other customers of Bank in accounts identified on such
Subcustodian's books as custody accounts for the exclusive benefit of
customers of Bank.
(c) Except as may otherwise be required by local law or regulation, any
Financial Assets: (i) in the Accounts held by a Subcustodian shall be
subject only to the instructions of Bank or its agent; and (ii) held
in a securities depository for the account of a Subcustodian shall be
subject only to the instructions of such Subcustodian.
(d) Any agreement Bank enters into with a Subcustodian for holding Bank's
customers' assets shall provide that such assets shall not be subject
to any right, charge, security interest, lien or claim of any kind in
favor of such Subcustodian or its creditors except a claim of payment
for their safe custody or administration or, in the case of cash
deposits, except for liens or rights in favor of creditors of the
Subcustodian arising under bankruptcy, insolvency or similar laws, and
that the beneficial ownership of such assets shall be freely
transferable without the payment of money or value other than for safe
custody or administration. Where Securities are deposited by a
Subcustodian with a securities depository, Bank shall cause the
Subcustodian to identify on its books as belonging to Bank, as agent,
the Securities shown on the Subcustodian's account on the books of
such securities depository. The foregoing shall not apply to the
extent of any special agreement or arrangement made by Customer with
any particular Subcustodian.
5. DEPOSIT ACCOUNT TRANSACTIONS.
(a) Bank or its Subcustodians shall make payments from the Deposit Account
upon receipt of Instructions which include all information required by
Bank.
(b) In the event that any payment to be made under this Section 5 exceeds
the funds available in the Deposit Account, Bank, in its discretion,
may advance Customer such excess amount which shall be deemed a loan
payable on demand, bearing interest at the rate customarily charged by
Bank on similar loans.
(c) If Bank credits the Deposit Account on a payable date, or at any time
prior to actual collec-tion and reconciliation to the Deposit Account,
with interest, dividends, redemptions or any other amount due,
Customer shall promptly return any such amount upon oral or written
notification: (i) that such amount has not been received in the
ordinary course of business or (ii) that such amount was incorrectly
credited. If Customer does not promptly return any amount upon such
notification, Bank shall be entitled, upon oral or written
notification to Customer, to reverse such credit by debiting the
Deposit Account for the amount previously credited. Bank or its
Subcustodian shall have no duty or obligation to institute legal
proceedings, file a claim or a proof of claim in any insolvency
proceeding or take any other action with respect to the collection of
such amount, but may act for Customer upon Instructions after
consultation with Customer.
6. CUSTODY ACCOUNT TRANSACTIONS.
(a) Financial Assets shall be transferred, exchanged or delivered by Bank
or its Subcustodian upon receipt by Bank of Instructions which include
all information required by Bank. Settlement and pay-ment for
Financial Assets received for, and delivery of Financial Assets out
of, the Custody Account may be made in accordance with the customary
or established securities trading or securities processing practices
and procedures in the jurisdiction or market in which the transaction
occurs, including, without limitation, delivery of Financial Assets to
a purchaser, dealer or their agents against a receipt with the
expectation of receiving later payment and free delivery. Delivery of
Financial Assets out of the Custody Account may also be made in any
manner specifically required by Instructions acceptable to Bank.
(b) Bank, in its discretion, may credit or debit the Accounts on a
contractual settlement date with cash or Financial Assets with respect
to any sale, exchange or purchase of Financial Assets. Otherwise, such
transactions shall be credited or debited to the Accounts on the date
cash or Financial Assets are actually received by Bank and reconciled
to the Account.
(i) On notice to Customer, Bank may reverse credits or debits made to
the Accounts in its discretion if the related transaction fails
to settle within a reasonable period, determined by Bank in its
discretion, after the contractual settlement date for the related
transaction.
(ii) If any Financial Assets delivered pursuant to this Section 6 are
returned by the recipient thereof, Bank may on notice to Customer
reverse the credits and debits of the particular transaction at
any time.
7. ACTIONS OF BANK.
Bank shall follow Instructions received regarding Assets held in the
Accounts. However, until it receives Instructions to the contrary, Bank shall:
(a) Present for payment any Financial Assets which are called, redeemed or
retired or other-wise become payable and all coupons and other income
items which call for payment upon presentation, to the extent that
Bank or Subcustodian is actually aware of such opportunities pursuant
to its monitoring of such financial publications as would be
ordinarily monitored by professional custodians of Bank's reputation
and stature.
(b) Execute in the name of Customer such ownership and other certificates
as may be required to obtain payments in respect of Financial Assets.
(c) Exchange interim receipts or temporary Financial Assets for definitive
Financial Assets.
(d) Appoint agents for any transaction involving the Financial Assets,
including, without limitation, "Affiliates" of Bank or any
Subcustodian. (For purposes hereof, the term "Affiliate" shall mean an
entity controlling, controlled by, or under common control with,
Bank.)
(e) Issue statements to Customer, at times mutually agreed upon,
identifying the Assets in the Accounts.
Bank shall send Customer an advice or notification of any transfers of
Assets to or from the Accounts. Such statements, advices or notifications shall
indicate the identity of the entity having custody of the Assets. Unless
Customer sends Bank a written exception or objection to any Bank statement
within sixty (60) days of receipt, Customer shall be deemed to have approved
such statement. In such event, or where Customer has otherwise approved any
such statement, Bank shall, to the extent permitted by law, be released,
relieved and discharged with respect to all matters set forth in such statement
or reasonably implied therefrom as though it had been settled by the decree of a
court of competent jurisdiction in an action where Customer and all persons
having or claiming an interest in Customer or Customer's Accounts were parties.
All collections of funds or other property paid or distributed in respect
of Financial Assets in the Custody Account shall be made at the risk of
Customer. Bank shall have no liability for any loss occasioned by delay in the
actual receipt of notice by Bank or by its Subcustodians of any payment,
redemption or other transaction regarding Financial Assets in the Custody
Account in respect of which Bank has agreed to take any action hereunder.
8. CORPORATE ACTIONS; PROXIES; TAX RECLAIMS.
(a) Corporate Actions. Whenever Bank receives information concerning the
Financial Assets which requires discretionary action by the beneficial
owner of the Financial Assets (other than a proxy), such as
subscription rights, bonus issues, stock repurchase plans and rights
offerings, or legal notices or other material intended to be
transmitted to securities holders ("Corporate Actions"), Bank shall
give Customer prompt notice of such Corporate Actions to the extent
that Bank's central corporate actions department has actual knowledge
of a Corporate Action in time to notify its customers.
When a rights entitlement or a fractional interest resulting from a rights
issue, stock dividend, stock split or similar Corporate Action is received which
bears an expiration date, Bank shall endeavor to obtain Instructions from
Customer or its Authorized Person (as defined in Section 10 hereof), but if
Instructions are not received in time for Bank to take prompt and timely action,
or actual notice of such Corporate Action was received too late to seek
Instructions, Bank is authorized to sell such rights entitlement or fractional
interest and to credit the Deposit Account with the proceeds or take any other
action it deems, in good faith, to be appropriate in which case it shall be held
harmless for any such action.
(b) Proxy Voting. Bank shall provide proxy voting services, if elected by
Customer, in accordance with the terms of the proxy voting services
rider hereto. Proxy voting services may be provided by Bank or, in
whole or in part, by one or more third parties appointed by Bank
(which may be Affiliates of Bank).
(c) Tax Reclaims.
(i) Subject to the provisions hereof, Bank shall apply for a
reduction of withholding tax and any refund of any tax paid or
tax credits which apply in each applicable market in respect of
income payments on Financial Assets for Customer's benefit which
Bank believes may be available to Customer.
(ii) The provision of tax reclaim services by Bank is conditional upon
Bank's receiving from Customer or, to the extent the Financial
Assets are beneficially owned by others, from each beneficial
owner, A) a declaration of the beneficial owner's identity and
place of residence and (B) certain other documentation (pro forma
copies of which are available from Bank). Customer acknowledges
that, if Bank does not receive such declarations, documentation
and information, Bank shall be unable to provide tax reclaim
services.
(iii) Bank shall not be liable to Customer or any third party for any
taxes, fines or penalties payable by Bank or Customer, and shall
be indemnified accordingly, whether these result from the
inaccurate completion of documents by Customer or any third
party, or as a result of the provision to Bank or any third party
of inaccurate or misleading information or the withholding of
material information by Customer or any other third party, or as
a result of any delay of any revenue authority or any other
matter beyond Bank's control.
(iv) Bank shall perform tax reclaim services only with respect to
taxation levied by the revenue authorities of the countries
notified to Customer from time to time and Bank may, by
notification in writing, at Bank's absolute discretion,
supplement or amend the markets in which tax reclaim services are
offered. Other than as expressly provided in this sub-clause,
Bank shall have no responsibility with regard to Customer's tax
position or status in any jurisdiction.
(v) Customer confirms that Bank is authorized, on notice to Customer,
to disclose any information requested by any revenue authority or
any governmental body in relation to Customer or the securities
and/or cash held for Customer.
(vi) Tax reclaim services may be provided by Bank or, in whole or in
part, by one or more third parties appointed by Bank (which may
be Bank's affiliates); provided that Bank shall be liable for the
performance of any such third party to the same extent as Bank
would have been if Bank had performed such services.
(d) Tax Obligations.
(i) Customer confirms that, upon notice to Customer, Bank is
authorized to deduct from any cash received or credited to the
Deposit Account any taxes or levies required by any revenue or
govern-mental authority for whatever reason in respect of the
Custody Account.
(ii) Customer shall provide to Bank such documentation and information
as Bank may require in connection with taxation, and warrants
that, when given, this information shall be true and correct in
every respect, not misleading in any way, and contain all
ma-terial information. Customer undertakes to notify Bank
immediately if any such information requires updating or
amendment.
(iii) Customer shall be responsible for the payment of all taxes
relating to the Financial Assets in the Custody Account, and
Customer agrees to pay, indemnify and hold Bank harmless from and
against any and all liabilities, penalties, interest or additions
to tax with respect to or resulting from any delay in, or failure
by, Bank (1) to pay, with-hold or report any U.S. federal, state
or local taxes or foreign taxes imposed on, or (2) to report
interest, dividend or other income paid or credited to the
Deposit Account, whether such failure or delay by Bank to pay,
withhold or report tax or income is the result of (x) Customer's
failure to comply with the terms of Sections 8(c) and (d), or (y)
Bank's own acts or omissions; provided however, Customer shall
not be liable to Bank for any penalty or additions to tax due, or
any interest thereon, as a result of Bank's failure to pay,
withhold or report tax or to report interest, dividend or other
income paid or credited to the Deposit Account solely as a result
of Bank's negligent acts or omissions, and instead in such cases,
Bank will be liable for any such penalties or additions to tax
due or interest thereon; and provided that Customer's
indemnification of Bank under this Section shall not extend to
Bank's attorneys' fees or other expenses in the event that such
liabilities are solely the result of Bank's negligent acts or
omissions.
9. NOMINEES.
Financial Assets which are ordinarily held in registered form may be
registered in a nominee name of Bank, Subcustodian or securities depository, as
the case may be. Bank may without notice to Customer cause any such Financial
Assets to cease to be registered in the name of any such nominee and to be
registered in the name of Customer. In the event that any Financial Assets
registered in a nominee name are called for partial redemption by the issuer,
Bank may allot the called portion to the respective beneficial hol-ders of such
class of security in any manner Bank deems to be fair and equitable. Customer
shall hold Bank, Subcustodians, and their respective nominees harmless from any
liability arising directly or indirectly from their status as a mere record
holder of Financial Assets in the Custody Account.
10. AUTHORIZED PERSONS.
As used herein, the term "Authorized Person" means employees or agents
including investment managers as have been designated by written notice from
Customer or its designated agent to act on behalf of Customer hereunder. Such
persons shall continue to be Authorized Persons until such time as Bank receives
Instructions from Customer or its designated agent that any such employee or
agent is no longer an Authorized Person.
11. INSTRUCTIONS.
The term "Instructions" means instructions of any Authorized Person
received by Bank, via telephone, telex, facsimile transmission, bank wire or
other teleprocess or electronic instruction or trade information system
acceptable to Bank which Bank believes in good faith to have been given by
Authorized Persons or which are transmitted with proper testing or
authentication pursuant to terms and conditions which Bank may specify. Unless
otherwise expressly provided, all Instructions shall continue in full force and
effect until canceled or superseded. The term "Instructions" includes, without
limitation, instructions to sell, assign, transfer, deliver, purchase or receive
for the Custody Account, any and all stocks, bonds and other Financial Assets or
to transfer funds in the Deposit Account.
Any Instructions delivered to Bank by telephone shall promptly thereafter
be confirmed in writing by an Authorized Person (which confirmation may bear the
facsimile signature of such Person), but Customer shall hold Bank harmless for
the failure of an Authorized Person to send such confirmation in writing, the
failure of such confirmation to conform to the telephone instructions received
or Bank's failure to produce such confirmation at any subsequent time. Bank may
electronically record any Instructions given by telephone, and any other
telephone discussions with respect to the Custody Account. Customer shall be
responsible for safeguarding any testkeys, identification codes or other
security devices which Bank shall make available to Customer or its Authorized
Persons.
12. STANDARD OF CARE; LIABILITIES.
(a) Bank shall be responsible for the performance of only such duties as
are set forth herein or expressly contained in Instructions which are
consistent with the provisions hereof as follows:
(i) Notwithstanding any other provisions of this Agreement, Bank's
responsibilities shall be limited to the exercise of reasonable
care with respect to its obligations hereunder. Bank shall only
be liable to Customer for any loss which shall occur as the
result of the failure of a Subcustodian to exercise reasonable
care with respect to the safekeeping of such Assets where such
loss results directly from the failure by the Subcustodian to use
reasonable care in the provision of custodial services by it in
accordance with the standards prevailing in its local market . In
the event of any loss to Customer which is compensable hereunder
(i.e. a loss arising by reason of the failure of Bank or its
Subcustodian to use reasonable care), Bank shall be liable to
Customer only to the extent of Customer's direct damages, to be
determined based on the market value of the property which is the
subject of the loss at the date of discovery of such loss and
without reference to any special conditions or circumstances.
Bank shall have no liability whatsoever for any consequential,
special, indirect or speculative loss or damages (including, but
not limited to, lost profits) suffered by Customer in connection
with the transactions and services contemplated hereby and the
relationship established hereby even if Bank has been advised as
to the possibility of the same and regardless of the form of the
action.
(ii) Bank shall not be responsible for the insolvency of any
Subcustodian which is not a branch or Affiliate of Bank. Bank
shall not be responsible for any act, omission, default or the
solvency of any agent which it or a Subcustodian appoints unless
such appointment was made negligently or in bad faith.
(iii) (A) Customer shall indemnify and hold Bank and its directors,
officers, agents and employees (collectively the "Indemnitees")
harmless from and against any and all claims, liabilities,
losses, damages, fines, penalties, and expenses, including
out-of-pocket and incidental expenses and legal fees ("Losses")
that may be imposed on, incurred by, or asserted against, the
Indemnitees or any of them for following any instructions or
other directions upon which Bank is authorized to rely pursuant
to the terms of this Agreement. (B) In addition to and not in
limitation of the preceding subparagraph, Customer shall also
indemnify and hold the Indemnitees and each of them harmless from
and against any and all Losses that may be imposed on, incurred
by, or asserted against, the Indemnitees or any of them in
connection with or arising out of Bank's performance under this
Agreement, provided the Indemnitees have not acted with
negligence or engaged in willful misconduct. (C) In performing
its obligations hereunder, Bank may rely on the genuineness of
any document which it believes in good faith to have been validly
executed.
(iv) Customer shall pay for and hold Bank harmless from any liability
or loss resulting from the imposition or assessment of any taxes
or other governmental charges, and any related expenses, with
respect to income from or Assets in the Accounts.
(v) Bank shall be entitled to rely, and may act, upon the advice of
counsel (who may be counsel for Customer) on all matters and
shall be without liability for any action reasonably taken or
omitted pursuant to such advice.
(vi) Bank need not maintain any insurance for the benefit of Customer.
(vii) Without limiting the foregoing, Bank shall not be liable for any
loss which results from: 1) the general risk of investing, or 2)
investing or holding Assets in a particular country including,
but not limited to, losses resulting from malfunction,
interruption of or error in the trans-mission of information
caused by any machines or system or interruption of communication
facilities, abnormal operating conditions, nationalization,
expropriation or other governmental actions; regulation of the
banking or securities industry; currency restrictions,
devaluations or fluctuations; and market conditions which prevent
the orderly execution of securities transactions or affect the
value of Assets.
(viii) Neither party shall be liable to the other for any loss due to
forces beyond their control including, but not limited to strikes
or work stoppages, acts of war (whether declared or undeclared)
or terrorism, insurrection, revolution, nuclear fusion, fission
or radiation, or acts of God. Nevertheless, the parties
acknowledge their duty to take such reasonable actions to
mitigate any such losses to the extent within their control.
(b) Consistent with and without limiting the first paragraph of this
Section 12, it is specifically acknowledged that Bank shall have no
duty or responsibility to:
(i) question Instructions or make any suggestions to Customer or an
Authorized Person regarding such Instructions;
(ii) supervise or make recommendations with respect to investments or
the retention of Financial Assets;
(iii) advise Customer or an Authorized Person regarding any default in
the payment of principal or income of any security other than as
provided in Section 5(c) hereof;
(iv) evaluate or report to Customer or an Authorized Person regarding
the financial condition of any broker, agent or other party to
which Financial Assets are delivered or payments are made
pursuant hereto; and
(v) review or reconcile trade confirmations received from brokers.
Customer or its Authorized Persons issuing Instructions shall
bear any responsibility to review such confirmations against
Instructions issued to and statements issued by Bank.
(c) Customer authorizes Bank to act hereunder notwithstanding that Bank or
any of its divisions or Affiliates may have a material interest in a
transaction, or circumstances are such that Bank may have a potential
conflict of duty or interest including the fact that Bank or any of
its Affiliates may provide brokerage services to other customers, act
as financial advisor to the issuer of Financial Assets, act as a
lender to the issuer of Financial Assets, act in the same transaction
as agent for more than one customer, have a material interest in the
issue of Financial Assets, or earn profits from any of the activities
listed herein.
13. FEES AND EXPENSES.
Customer shall pay Bank for its services hereunder the fees set forth in
Schedule B hereto or such other amounts as may be agreed upon in writing,
together with Bank's reasonable out-of-pocket or incidental expenses, including,
but not limited to, legal fees. Bank shall have a lien on the Accounts to the
extent of 104% of any amounts owing by Customer to Bank at any time and is
authorized to charge any Accounts of Customer for any such amounts owing to Bank
under any provision hereof.
14. MISCELLANEOUS.
(a) Foreign Exchange Transactions. To facilitate the administration of
Customer's trading and investment activity, when instructed by
specific or standing Instruction, Bank is authorized to enter into
spot or forward foreign exchange contracts with Custo-mer or an
Authorized Person for Customer and may also provide foreign exchange
through its subsidiaries, Affiliates or Subcustodians. Instructions
may be issued with respect to such contracts but Bank may establish
rules or limitations concerning any foreign exchange facility made
avail-able. In all cases where Bank, its subsidiaries, Affiliates or
Subcustodians enter into a separate master foreign exchange contract
with Customer that covers foreign exchange transactions for the
Accounts, the terms and conditions of that foreign exchange contract,
and to the extent not inconsistent, this Agreement, shall apply to
such transactions.
(b) Certification of Residency, etc. Customer certifies that it is a
resident of the United States and shall notify Bank of any changes in
residency. Bank may rely upon this certification or the certification
of such other facts as may be required to administer Bank's
obligations hereunder. Customer shall indem-nify Bank against all
losses, liability, claims or demands arising directly or indirectly
from any such certifi-cations.
(c) Access to Records. Bank shall allow Customer's independent public
accountant reasonable access to the records of Bank relating to
Financial Assets as is required in connection with their examination
of books and records pertaining to Customer's affairs. Subject to
restrictions under applicable law, Bank shall also obtain an
undertaking to permit Customer's independent public accountants
reasonable access to the records of any Subcustodian which has
physical possession of any Financial Assets as may be required in
connection with the examination of Customer's books and records.
(d) Governing Law; Successors and Assigns; Immunity; Captions. THIS
AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN NEW YORK and
shall not be assignable by either party, but shall bind the successors
in interest of Customer and Bank. To the extent that in any
jurisdiction Customer may now or hereafter be entitled to claim, for
itself or its assets, immunity from suit, execution, attachment
(before or after judgment) or other legal process by Bank, Customer
irrevocably shall not claim, and it hereby waives, such immunity. The
captions given to the sections and subsections of this Agreement are
for convenience of reference only and are not to be used to interpret
this Agreement.
(e) Entire Agreement; Applicable Riders. Customer represents that the
Assets deposited in the Accounts are (Check one):
Investment Company assets subject to certain U.S. Securities and Exchange
Commission rules and regulations;
Other (specify)
This Agreement consists exclusively of this document together with
Schedules A and B, Exhibits I - _______ and the following Rider(s) [Check
applicable rider(s)]:
___ INVESTMENT COMPANY
___ PROXY VOTING
___ SPECIAL TERMS AND CONDITIONS
Except with respect to certain ancillary agreements that have been executed
contemporaneously in connection with the custodial services contemplated hereby,
there are no other provisions hereof and this Agreement supersedes any other
agreements, whether written or oral, between the parties. Any amendment hereto
must be in writing, executed by both parties.
(f) Severability. In the event that one or more provisions hereof are held
invalid, illegal or unenforceable in any respect on the basis of any
particular circumstances or in any jurisdiction, the validity,
legality and enforceability of such provision or provisions under
other circumstances or in other jurisdictions and of the remaining
provisions shall not in any way be affected or impaired.
(g) Waiver. Except as otherwise provided herein, no failure or delay on
the part of either party in exercising any power or right hereunder
operates as a waiver, nor does any single or partial exercise of any
power or right preclude any other or further exercise, or the exercise
of any other power or right. No waiver by a party of any provision
hereof, or waiver of any breach or default, is effective unless in
writing and signed by the party against whom the waiver is to be
enforced.
(h) Representations and Warranties. (i) Customer hereby represents and
warrants to Bank that: (A) it has full authority and power to deposit
and control the Financial Assets and cash deposited in the Accounts;
(B) it has all necessary authority to use Bank as its custodian; (C)
this Agreement constitutes its legal, valid and binding obligation,
enforceable in accordance with its terms; (D) it has taken all
necessary action to authorize the execution and delivery hereof. (E)
it shall have full authority and power to borrow moneys and enter into
foreign exchange transactions; and (F) it has not relied on any oral
or written representation made by Bank or any person on its behalf,
and acknowledges that this Agreement sets out to the fullest extent
the duties of Bank. (ii) Bank hereby represents and warrants to
Customer that: (A) it has the full power and authority to perform its
obligations hereunder, (B) this Agreement constitutes its legal, valid
and binding obligation, enforceable in accordance with its terms; and
(C) it has taken all necessary action to authorize the execution and
delivery hereof.
(i) Notices. All notices hereunder shall be effective when actually
received. Any notices or other communications which may be required
hereunder are to be sent to the parties at the following addresses or
such other addresses as may subsequently be given to the other party
in writing: (a) Bank: JPMorgan Chase Bank, 0 Xxxxx XxxxxXxxx Xxxxxx,
Xxxxxxxx, X.X. 00000, Attention: Global Investor Services, Investment
Management Group; and (b) Customer: Gartmore Mutual Funds, 0000 Xxxxx
Xxxx, Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000 Attention: Operations.
(j) Termination. This Agreement may be terminated by Customer or Bank by
giving sixty (60) days' written notice to the other, provided that
such notice to Bank shall specify the names of the persons to whom
Bank shall deliver the Assets in the Accounts. If notice of
termination is given by Bank, Customer shall, within sixty (60) days
following receipt of the notice, deliver to Bank Instructions
specifying the names of the persons to whom Bank shall deliver the
Assets. In either case Bank shall deliver the Assets to the persons so
specified, after deducting any amounts which Bank determines in good
faith to be owed to it under Section 13. If within sixty (60) days
following receipt of a notice of termination by Bank, Bank does not
receive Instructions from Customer specifying the names of the persons
to whom Bank shall deliver the Assets, Bank, at its election, may
deliver the Assets to a bank or trust company doing business in the
State of New York to be held and disposed of pursuant to the
provisions hereof, or to Authorized Persons, or may continue to hold
the Assets until Instructions are provided to Bank.
(k) Money Laundering. Customer warrants and undertakes to Bank for itself
and its agents that all Customer's customers are properly identified
in accordance with U.S. Money Laundering regulations and guidelines as
in effect from time to time.
(l) Imputation of certain information. Bank shall not be held responsible
for and shall not be required to have regard to information held by
any person by imputation or information of which Bank is not aware by
virtue of a "Chinese Wall" arrangement. If Bank becomes aware of
confidential information which in good faith it feels inhibits it from
effecting a transaction hereunder Bank may refrain from effecting it.
(m) Information Concerning Deposits at London Branch. London Branch is a
member of the United Kingdom Deposit Protection Scheme (the "Scheme")
established under Banking Xxx 0000 (as amended). The Scheme provides
that in the event of Custodian's insolvency payments may be made to
certain customers of London Branch. Payments under the Scheme are
limited to 90% of a depositor's total cash deposits subject to a
maximum payment to any one depositor of 18,000 (or 20,000 euros if
greater). Most deposits denominated in sterling and other European
Economic Area Currencies and euros made with Custodian within the
United Kingdom are covered. (Further details of the Scheme are
available upon request.)
(n) In the event that Custodian incurs a loss attributable to Country Risk
(as defined in the Investment Company rider hereto) with respect to
any cash balance it maintains on deposit at a Subcustodian or other
correspondent bank in regard to its global custody or trust businesses
in the country where the Subcustodian or other correspondent bank is
located, Custodian may set such loss off against Company's Cash
Account to the extent that such loss is directly attributable to
Company's investments in that market and, to the extent that such loss
is not directly attributable to any of Custodian's customers'
investments in that market, Custodian may set such loss off in a
pro-rata manner against its customers' cash account holdings in that
currency, including such holdings in Company's Cash Account.
(o) The terms "Gartmore Mutual Funds" and the "Trustees of Gartmore Mutual
Funds" refer respectively to the trust created and the trustees, as
trustees but not individually or personally, acting from time to time
under a Declaration of Trust dated as of October 30, 1997, as such has
been or may be amended from time to time, and to which reference is
hereby made and copies of which are on file at the office of the
Secretary of State of the State of Ohio, and elsewhere as required by
law, and to any and all amendments thereto so filed or hereafter
filed. The obligations of Gartmore Mutual Funds entered into in the
name or on behalf thereof by any of Gartmore Mutual Funds trustees,
representatives or agents are not made individually, but only in their
capacities with respect to Gartmore Mutual Funds. Such obligations are
not binding upon any of the trustees, shareholders or representatives
of Gartmore Mutual Funds personally, but bind only the assets of
Gartmore Mutual Funds. All persons dealing with any series of shares
of Gartmore Mutual Funds must look solely to the assets of Gartmore
Mutual Funds belonging to such series for the enforcement of any
claims against such trust.
15. Definitions.
As used herein, the following terms shall have the meaning hereinafter
stated:
a) "Certificated Security" shall mean a security that is represented by a
certificate.
b) "Custody Account" shall mean each Securities custody account on Bank's
records to which Financial Assets are or may be credited pursuant
hereto.
c) "Entitlement Holder" shall mean the person on the records of a
Securities Intermediary as the person having a Securities Entitlement
against the Securities Intermediary.
d) "Financial Asset" shall mean, as the context requires, either the
asset itself or the means by which a person's claim to it is
evidenced, including a Certificated Security or Uncertificated
Security, a security certificate, or a Securities Entitlement.
Financial Assets shall not include cash.
e) "Securities" shall mean stocks, bonds, rights, warrants and other
negotiable and non-negotiable paper whether issued as Certificated
Securities or Uncertificated Securities and commonly traded or dealt
in on securities exchanges or financial markets, and other obligations
of an issuer, or shares, participations and interests in an issuer
recognized in an area in which it is issued or dealt in as a medium
for investment and any other property as shall be acceptable to Bank
for the Custody Account.
f) "Securities Entitlement" shall mean the rights and property interest
of an Entitlement Holder with respect to a Financial Asset as set
forth in Part 5 of the Uniform Commercial Code.
g) "Securities Intermediary" shall mean Bank, a Subcustodian, a
securities depository, and any other financial institution which in
the ordinary course of business maintains custody accounts for others
and acts in that capacity.
h) "Uncertificated Security" shall mean a security that is not
represented by a certificate.
i) "Uniform Commercial Code" shall mean Article 8 of the Uniform
Commercial Code of the State of New York, as the same may be amended
from time to time.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first-above written.
CUSTOMER
By: /s/ Xxxxxx X. Xxxxxxx
Title: SVP-CAO/Treasurer
Date: April 3, 2003
JPMORGAN CHASE BANK
By: /s/ Xxxxx X. Xxxxx
Title: Vice President
Date: April 3, 0000
XXXXXXXXXXXX XX XXXXXXXXXXXX)
: ss.
COUNTY OF XXXXXXXXXX)
On this 3rd day of April, 2003, before me personally came Xxxxxx X.
Xxxxxxx, to me known, who being by me duly sworn, did depose and say that he
resides in at ; that he is SVP-CAO/Treasurer of Gartmore Variable
Insurance Trust, the entity described in and which executed the foregoing
instrument; that he/she knows the seal of said entity, that the seal affixed to
said instrument is such seal, that it was so affixed by order of said entity,
and that he signed his name thereto by like order.
Sworn to before me this 3rd
day of April, 2003.
/s/ Xxxxxx X. Xxxxxx
Notary
18
223597:v02
STATE OF MASSACHUSETTS)
: ss.
COUNTY OF SUFFOLK )
On this 3rd day of April, 2003, before me personally came Xxxxx Xxxxx, to
me known, who being by me duly sworn, did depose and say that he/she resides in
Westwood at _______________________________________; that she is a Vice
President of JPMORGAN CHASE BANK, the corporation described in and which
executed the foregoing instrument; that he/she knows the seal of said
corporation, that the seal affixed to said instrument is such corporate seal,
that it was so affixed by order of the Board of Directors of said corporation,
and that she signed her name thereto by like order.
Sworn to before me this 3rd
day of April, 2003.
/s/ Xxxxxxx X. Xxxx
Notary
Investment Company Rider to Global Custody Agreement
Between JPMorgan Chase Bank and
Gartmore Mutual Funds
effective April 4, 2003
To the extent of any inconsistency between this Rider and the Agreement with
regard to the standard of care to be exercised by Bank, the terms of this Rider
shall prevail. The following modifications are made to the Agreement:
I. Add the following after the first sentence of Section 3 of the
Agreement:
At the request of Customer, Bank may, but need not, add to Schedule A
an Eligible Foreign Custodian (as hereinafter defined) where Bank has
not acted as Foreign Custody Manager with respect to the selection
thereof. Bank shall notify Customer in the event that it elects to add
any such entity.
II. Add the following language to the end of Section 3 of the Agreement:
The term Subcustodian as used herein shall mean the following:
(a) a "U.S. Bank," which shall mean a U.S. bank as defined in rule
17f-5(a)(7); and
(b) an "Eligible Foreign Custodian," which, as defined in rule
17f-5(a)(1) and (5), shall mean (i) a banking institution or
trust company, incorporated or organized under the laws of a
country other than the United States, that is regulated as such
by that country's government or an agency thereof, and (ii) a
majority-owned direct or indirect subsidiary of a U.S. Bank or
bank holding company which subsidiary is incorporated or
organized under the laws of a country other than the United
States. In addition, an Eligible Foreign Custodian shall also
mean any other entity that shall have been so qualified by
exemptive order, rule or other appropriate action of the SEC.
The term "securities depository" as used herein shall mean the following,
when referring to a securities depository located:
(a) outside the U.S., an "Eligible Securities Depository" which, in
turn, shall have the same meaning as in rule 17f-7(b)(1)(i)-(vi)
as the same may be amended from time to time, or that has
otherwise been made exempt by an SEC exemptive order, rule other
appropriate SEC action, except that prior to the compliance date
with rule 17f-7 for a particular securities depository the term
"securities depository" shall be as defined in (a)(1)(ii)-(iii)
of the 1997 amendments to rule 17f-5; and
(b) in the U.S., shall mean a "securities depository" as defined in
SEC rule 17f-4(a).
For purposes of provisions of the Agreement imposing liability on Bank, the
term Subcustodian shall not include any Eligible Foreign Custodian as to which
Bank has not acted as Foreign Custody Manager. For purposes of clarity, the
term Subcustodian shall not include any securities depository."
III. Add the following language to the end of the first sentence of Section
4(d) of the Agreement: "or, in the case of cash deposits, except for
liens or rights in favor of creditors of the Subcustodian arising
under bankruptcy, insolvency or similar laws."
IV. Add a new Section 16 to the Agreement as follows:
16. COMPLIANCE WITH SECURITIES AND EXCHANGE COMMISSION RULE 17F-5 ("RULE
17F-5").
(a) Customer's board of directors (or equivalent body) (hereinafter
"Board") hereby delegates to Bank, and Bank hereby accepts the
delegation to it of, the obligation to perform as Customer's "Foreign
Custody Manager" (as that term is defined in rule 17f-5(a)(3)),
including for the purposes of: (i) selecting Eligible Foreign
Custodians (as that term is defined in rule 17f-5(a)(1), as the same
may be amended from time to time, or that have otherwise been exempted
by SEC exemptive order, rule other appropriate SEC action) to hold
Customer's foreign Financial Assets and Cash (collectively, "Foreign
Assets"), (ii) evaluating the contractual arrangements with such
Eligible Foreign Custodians (as set forth in rule 17f-5(c)(2)), and
(iii) monitoring such foreign custody arrangements (as set forth in
rule 17f-5(c)(3)).
(b) In connection with the foregoing, Bank shall:
(i) provide written reports notifying Customer's Board of the
placement of Foreign Assets with par-ticular Eligible Foreign
Custodians and of any material change in the arrangements with
such Eligible Foreign Custodians, with such reports to be
provided to Customer's Board at such times as the Board deems
reasonable and appropriate based on the circumstances of
Customer's foreign custody arrange-ments but until further notice
from Customer requesting a different schedule, such reports shall
be provided not less than quarterly in summary form, with a more
detailed report annually.
(ii) exercise such reasonable care, prudence and diligence in
performing as Customer's Foreign Custody Manager as a person
having responsibility for the safekeeping of Foreign Assets would
exercise;
(iii) in selecting an Eligible Foreign Custodian, first have
determined that Foreign Assets placed and maintained in the
safekeeping of such Eligible Foreign Custodian shall be subject
to reasonable care, based on the standards applicable to
custodians in the relevant market, after having considered all
factors relevant to the safekeeping of such Assets, including,
without limitation, those factors set forth in rule
17f-5(c)(1)(i)-(iv);
(iv) determine that the written contract with the Eligible Foreign
Custodian requires that the Eligible Foreign Custodian will
provide reasonable care for Foreign Assets based on the standards
applicable to custodians in the relevant market as provided in
rule 17f-5(c)(2); and
(v) have established a system to monitor the continued
appropriateness of maintaining Foreign Assets with particular
Eligible Foreign Custodians and performance of the governing
contractual arrangements; it being understood, however, that in
the event that Bank shall have determined that the existing
Eligible Foreign Custodian in a given country would no longer
afford Foreign Assets reasonable care and that no other Eligible
Foreign Custodian in that country would afford reasonable care,
Bank shall promptly so advise Customer and shall then act in
accordance with the Instructions of Customer with respect to the
disposition of the affected Foreign Assets.
Subject to (b)(i)-(v) above, Bank is hereby authorized to place and maintain
Foreign Assets on behalf of Customer with Eligible Foreign Custodians pursuant
to a written contract deemed appropriate by Bank.
(c) Except as expressly provided herein and in Section 17 hereof, Customer
shall be solely responsible to assure that the maintenance of Foreign
Assets hereunder complies with the rules, regulations, interpretations
and exemptive orders promulgated by or under the authority of the SEC.
(d) Bank represents to Customer that it is a U.S. Bank as defined in rule
17f-5(a)(7). Customer represents to Bank that: (1) the Assets being
placed and maintained in Bank's custody are subject to the Investment
Company Act of 1940, as amended (the "1940 Act") as the same may be
amended from time to time; (2) its Board (or other governing body) has
determined that it is reasonable to rely on Bank to perform as
Customer's Foreign Custody Manager; and (3) its Board (or other
governing body) or its investment adviser shall have determined that
Customer may maintain Foreign Assets in each country in which
Customer's Foreign Assets shall be held hereunder and determined to
accept the risks arising therefrom (including, but not limited to, a
country's financial infrastructure, prevailing custody and settlement
practices, laws applicable to the safekeeping and recovery of Foreign
Assets held in custody, and the likelihood of nationalization,
currency controls and the like) (collectively ("Country Risk")).
Nothing contained herein shall require Bank to make any selection on
behalf of Customer that would entail consideration of Country Risk
and, except as may be provided in (e) below, to engage in any
monitoring of Country Risk.
(e) Bank shall provide to Customer such information relating to Country
Risk as is specified in Appendix 1-A hereto. Customer hereby
acknowledges that: (i) such information is solely designed to inform
Customer of market conditions and procedures and is not intended as a
recommendation to invest or not invest in particular markets; and (ii)
Bank has gathered the information from sources it considers reliable,
but that Bank shall have no responsibility for inaccuracies or
incomplete information.
V. Add a new Section 17 to the Agreement as follows:
17. COMPLIANCE WITH SECURITIES AND EXCHANGE COMMISSION RULE 17F-7 ("RULE
17F-7").
(a) Bank shall, for consideration by Customer, provide an analysis in
accordance with rule 17f-7(a)(1)(i)(A) of the custody risks associated with
maintaining Customer's Foreign Assets with each Eligible Securities
Depository used by Bank as of the date hereof (or, in the case of an
Eligible Securities Depository not used by Bank as of the date hereof,
prior to the initial placement of Customer's Foreign Assets at such
Depository) and at which any Foreign Assets of Customer are held or are
expected to be held. The foregoing analysis will be provided to Customer at
Bank's Website. In connection with the foregoing, Customer shall notify
Bank of any Eligible Securities Depositories at which it does not choose to
have its Foreign Assets held. Bank shall monitor the custody risks
associated with maintaining Customer's Foreign Assets at each such Eligible
Securities Depository on a continuing basis and shall promptly notify
Customer or its adviser of any material changes in such risks.
(b) Bank shall exercise reasonable care, prudence and diligence in performing
the requirements set forth in Section 17(a) above.
(c) Based on the information available to it in the exercise of diligence, Bank
shall determine the eligibility under rule 17f-7(b)(1) of each depository
before including it on Appendix 1-B hereto and shall promptly advise
Customer if any Eligible Securities Depository ceases to be eligible.
(Eligible Securities Depositories used by Bank as of the date hereof are
set forth in Appendix 1-B hereto, and as the same may be amended on notice
to Customer from time to time.)
(d) Bank need not commence performing any of the duties set forth in this
Section 17 prior to March 31, 2001, but Bank shall advise Customer if it is
prepared to commence such duties prior to such date as to particular
depositories.
Appendix 1-A
Information Regarding Country Risk
1. To aid Customer in its determinations regarding Country Risk, Bank
shall furnish annually and upon the initial placing of Foreign Assets into a
country the following information:
A Opinions of local counsel concerning:
i. Whether applicable foreign law would restrict the access afforded
Customer's independent public accountants to books and records
kept by an Eligible Foreign Custodian located in that country.
ii. Whether applicable foreign law would restrict the Customer's
ability to recover its assets in the event of the bankruptcy of
an Eligible Foreign Custodian located in that country.
iii. Whether applicable foreign law would restrict the Customer's
ability to recover assets that are lost while under the control
of an Eligible Foreign Custodian located in the country.
B. Written information concerning:
i. The likelihood of expropriation, nationalization, freezes, or
confiscation of Customer's assets.
ii. Whether difficulties in converting Customer's cash and cash
equivalents to U.S. dollars are reasonably foreseeable.
C. A market report with respect to the following topics:
(i) securities regulatory environment, (ii) foreign ownership
restrictions, (iii) foreign exchange, (iv) securities settlement
and registration, (v) taxation, (vi) market settlement risk,
(vii) Eligible Securities Depositories (including Depository
evaluation), if any.
2. Bank shall furnish the following additional information:
Market flashes, including with respect to changes in the information in
market reports.
Appendix 1-B
ELIGIBLE SECURITIES DEPOSITORIES
GLOBAL PROXY SERVICE RIDER
To Global Custody Agreement
Between
JPMORGAN CHASE BANK
AND
GARTMORE MUTUAL FUNDS
dated April 4, 2003.
1. Global Proxy Services ("Proxy Services") shall be provided for the
countries listed in the procedures and guidelines ("Procedures") furnished
to Customer, as the same may be amended by Bank from time to time on prior
notice to Customer. The Procedures are incorporated by reference herein and
form a part of this Rider.
2. Proxy Services shall consist of those elements as set forth in the
Procedures, and shall include (a) notifications ("Notifications") by Bank
to Customer of the dates of pending shareholder meetings, resolutions to be
voted upon and the return dates as may be received by Bank or provided to
Bank by its Subcustodians or third parties, and (b) voting by Bank of
proxies based on Customer Instructions. Original proxy materials or copies
thereof shall not be provided. Notifications shall generally be in English
and, where necessary, shall be summarized and translated from such
non-English materials as have been made available to Bank or its
Subcustodian. In this respect Bank's only obligation is to provide
information from sources it believes to be reliable and/or to provide
materials summarized and/or translated in good faith. Bank reserves the
right to provide Notifications, or parts thereof, in the language received.
Upon reasonable advance request by Customer, backup information relative to
Notifications, such as annual reports, explanatory material concerning
resolutions, management recommenda-tions or other material relevant to the
exercise of proxy voting rights shall be provided as available, but without
translation.
3. While Bank shall attempt to provide accurate and complete Notifications,
whether or not translated, Bank shall not be liable for any losses or other
consequences that may result from reliance by Customer upon Notifications
where Bank prepared the same in good faith.
4 Notwithstanding the fact that Bank may act in a fiduciary capacity with
respect to Customer under other agreements or otherwise under the
Agreement, in performing Proxy Services Bank shall be acting solely as the
agent of Customer, and shall not exercise any discretion with regard to
such Proxy Services.
5. Proxy voting may be precluded or restricted in a variety of circumstances,
including, without limitation, where the relevant Financial Assets are: (i)
on loan; (ii) at registrar for registration or reregistration; (iii) the
subject of a conversion or other corporate action; (iv) not held in a name
subject to the control of Bank or its Subcustodian or are otherwise held in
a manner which precludes voting; (v) not capable of being voted on account
of local market regulations or practices or restrictions by the issuer; or
(vi) held in a margin or collateral account.
6 Customer acknowledges that in certain countries Bank may be unable to vote
individual proxies but shall only be able to vote proxies on a net basis
(e.g., a net yes or no vote given the voting instructions received from all
customers).
7. Customer shall not make any use of the information provided hereunder,
except in connection with the funds or plans covered hereby, and shall in
no event sell, license, give or otherwise make the information provided
hereunder available, to any third party, and shall not directly or
indirectly compete with Bank or diminish the mar-ket for Proxy Services by
provision of such informa-tion, in whole or in part, for compensation or
otherwise, to any third party.
8. The names of Authorized Persons for Proxy Services shall be furnished to
Bank in accordance with 10 of the Agreement. Proxy Services fees shall be
as set forth in 13 of the Agreement or as separately agreed.
SPECIAL TERMS AND CONDITIONS RIDER
GLOBAL CUSTODY AGREEMENT
WITH GARTMORE MUTUAL FUNDS
DATED APRIL 4, 2003
DOMESTIC ONLY
Domestic Corporate Actions and Proxies
With respect to domestic U.S. and Canadian Financial Assets (the latter if held
in DTC), the following provisions shall apply rather than the provisions of
Section 8 of the Agreement and the Global Proxy Service rider:
Bank shall send to Customer or the Authorized Person for a Custody Account,
such proxies (signed in blank, if issued in the name of Bank's nominee or
the nominee of a central depository) and communications with respect to
Financial Assets in the Custody Account as call for voting or relate to
legal proceedings within a reasonable time after sufficient copies are
received by Bank for forwarding to its customers. In addition, Bank shall
follow coupon payments, redemptions, exchanges or similar matters with
respect to Financial Assets in the Custody Account and advise Customer or
the Authorized Person for such Account of rights issued, tender offers or
any other discretionary rights with respect to such Financial Assets, in
each case, of which Bank has received notice from the issuer of the
Financial Assets, or as to which notice is published in publications
routinely utilized by Bank for this purpose.
GARTMORE MUTUALFUNDS - FUND NAME
GARTMORE XXXXXX CAPITAL ACCUMULATION FUND SERVICE
GARTMORE LARGE CAP VALUE FUND
NATIONWIDE SMALL CAP FUND
NATIONWIDE LARGE CAP GROWTH FUND
GARTMORE TOTAL RETURN FUND
GARTMORE GROWTH FUND
GARTMORE MILLENNIUM GROWTH FUND
NATIONWIDE S&P 500 INDEX FUND SERVICE
GARTMORE MONEY MARKET FUND SERVICE
GARTMORE BOND FUND
GARTMORE TAX-FREE INCOME FUND
GARTMORE GOVERNMENT BOND FUND
GARTMORE HIGH YIELD BOND FUND
GARTMORE VALUE OPPORTUNITIES FUND
NORTHPOINTE SMALL CAP VALUE FUND INSTITUTIONAL
GARTMORE U.S. GROWTH LEADERS FUND
GARTMORE GLOBAL TECHNOLOGY AND COMMUNICATIONS FUND
GARTMORE EMERGING MARKETS FUND
GARTMORE INTERNATIONAL GROWTH FUND
GARTMORE WORLDWIDE LEADERS FUND
GARTMORE INTERNATIONAL SMALL CAP GROWTH FUND
GARTMORE GLOBAL HEALTH SCIENCES FUND
GARTMORE GLOBAL FINANCIAL SERVICES FUND
GARTMORE GLOBAL UTILITIES FUND
GARTMORE NATIONWIDE LEADERS FUND
GARTMORE XXXXXX ENHANCED INCOME FUND
GARTMORE MICRO CAP EQUITY FUND
GARTMORE MID CAP GROWTH FUND
NATIONWIDE SMALL CAP INDEX FUND
NATIONWIDE INTERNATIONAL INDEX FUND
NATIONWIDE BOND INDEX FUND
NATIONWIDE MID CAP MARKET INDEX FUND
GARTMORE INVESTOR DESTINATIONS AGGRESSIVE FUND
GARTMORE INVESTOR DESTINATIONS MODERATELY AGGRESSIVE FUND
GARTMORE INVESTOR DESTINATIONS MODERATE FUND
GARTMORE INVESTOR DESTINATIONS MODERATELY CONSERVATIVE FUND
GARTMORE INVESTOR DESTINATIONS CONSERVATIVE FUND
