EXHIBIT (h)(6)
REIMBURSEMENT AGREEMENT
THIS REIMBURSEMENT AGREEMENT (the "Agreement") is made by and between
Gartmore Mutual Fund Capital Trust ("Gartmore"), a Delaware business trust, and
Market Street Fund (the "Fund"), a Delaware business trust.
WITNESSETH:
WHEREAS, Gartmore is engaged principally in rendering investment
advisory services, is registered as an investment adviser with the Securities
and Exchange Commission under the Investment Advisers Act of 1940, as amended,
and serves as the investment adviser to the Fund pursuant to an investment
advisory agreement (the "Advisory Agreement"); and
WHEREAS, the Fund currently offers eleven (11) portfolios (and may
offer new portfolios in the future) (each, a "Portfolio") listed on the appendix
attached to this Agreement, which may be amended from time to time under this
Agreement (the "Appendix"), each of which Portfolio generally bears the
Portfolio's own costs and expenses, including those costs and expenses as
investment advisory fees, administrative fees, custodian costs, and legal,
accounting, and printing expenses, as well as a pro-rata portion of the costs
and expenses of the Fund as a whole, including, but not limited to, the fees and
expenses of the Fund's Trustees, costs of insurance and professional group
memberships; and
WHEREAS, Gartmore has undertaken voluntarily to bear a portion of each
Portfolio's costs and expenses to avoid any potential detriment to the
policyholders of these policies arising from the impact of these costs and
expenses on the Portfolio's assets;
NOW, THEREFORE, in consideration of the mutual promises herein
contained, the parties hereto agree as follows:
1. TERMINATION. All reimbursement agreements prior to this date are hereby
terminated.
2. EXPENSE CAPS FOR PORTFOLIO. For the Portfolios listed in the Appendix hereto,
if the total ordinary operating expenses of a Portfolio, excluding advisory fees
and extraordinary costs and expenses, such as attorneys' fees, court judgments,
decrees or awards, or any other litigation costs in legal actions involving the
Fund generally or the Portfolio specifically, or costs relating to
indemnification of trustees, officers, or employees of the Fund where these
costs are not covered by the Fund's director and officer liability insurance,
for any year are in excess of the annual rate of the percentage of the
Portfolio's average daily net assets specified in the Appendix hereto, Gartmore
shall reimburse the Fund for any expenses of the applicable Portfolio(s) in
excess of this rate.
3. CALCULATION. The reimbursable amount, if any, shall be calculated daily and
credited to the Fund on a monthly basis.
4. EFFECTIVENESS. This Agreement shall be effective as of later of the date on
which this Agreement is approved by the Fund's Board of Trustees or the _____
day of __________, 2002, which date shall be the effective date of the Advisory
Agreement between Gartmore and the Fund.
5. DURATION. This Agreement shall continue until April 30, 2003, and,
thereafter, for successive annual periods ending April 30th of each year;
provided, that this continuance is specifically approved by the parties to the
Agreement.
IN WITNESS WHEREOF, the parties have caused this Reimbursement
Agreement to be signed by their respective officials, duly authorized, as of the
day and year first above written.
ATTEST: GARTMORE MUTUAL FUND
CAPITAL TRUST
By: By:
--------------------------- -----------------------------
Name: Name:
Title: Title:
ATTEST: MARKET STREET FUND
By: By:
--------------------------- -----------------------------
Name: Name:
Title: Title:
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APPENDIX
PORTFOLIO ANNUAL EXPENSE CAP RATES
(AS A PERCENT OF THE AVERAGE DAILY NET ASSETS)
All Pro Broad Equity Portfolio 0.16%
All Pro Small Cap Value Portfolio 0.20%
All Pro Small Cap Growth Portfolio 0.20%
All Pro Large Cap Value Portfolio 0.20%
All Pro Large Cap Growth Portfolio 0.20%
Mid-Cap Growth Portfolio 0.20%
International Portfolio 0.75%
Equity 500 Index Portfolio 0.04%
Balanced Portfolio 0.40%
Bond Portfolio 0.28%
Money Market Portfolio 0.25%
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