EXHIBIT NO. EX-99(H)(11)
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: /s/ Xxxxxx X. Xxxxxxx
----------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Treasurer and Chief Financial Officer
GARTMORE MUTUAL FUNDS,
a Delaware statutory trust
By: /s/ Xxxxxx X. Xxxxxxx
----------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Treasurer and Chief Financial Officer
Item D8
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. All Servicing Agreements to which Gartmore Mutual Funds, an Ohio 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 Mutual Funds and all riders thereto
4. Joint Insured Bond Agreement dated as of March 31, 2003 between Gartmore
Mutual Funds, an Ohio business trust, and Gartmore Variable Insurance Trust
5. 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.
