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/ Gerald J. Holland
                                        ----------------------------------------
                                    Name:  Gerald J. Holland
                                    Title: Treasurer and Chief Financial Officer


                                    GARTMORE MUTUAL FUNDS,
                                    a Delaware statutory trust


                                    By: /s/ Gerald J. Holland
                                        ----------------------------------------
                                    Name:  Gerald J. Holland
                                    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.