AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT
GARTMORE MUTUAL FUNDS
AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT, amended as of
December 5, 2003, to the Agreement by and between GARTMORE MUTUAL FUND CAPITAL
TRUST (the "Investment Adviser") and GARTMORE MUTUAL FUNDS (the "Trust"), an
Ohio business trust, on behalf of each of the funds listed on Exhibit A (each, a
"Fund").
WHEREAS, the Trust is registered under the Investment Company Act of
1940, as amended (the "1940 Act"), as an open end management company of the
series type, and each Fund is a series of the Trust; and
WHEREAS, the Trust and the Investment Adviser have entered into an
Investment Advisory Agreement (the "Advisory Agreement"), pursuant to which the
Investment Adviser will render investment advisory services to the Fund for
compensation based on the value of the average daily net assets of the Fund; and
WHEREAS, the Trust and the Investment Adviser have determined that it
is appropriate and in the best interests of the Fund and its shareholders to
maintain the expenses of the Fund at a level below the level to which the Fund
would be subject .
NOW, THEREFORE, the parties hereto agree as follows:
1. Expense Limitation.
1.1. Applicable Expense Limit. To the extent that the aggregate
expenses of every character incurred by a Fund or a class of a Fund in any
fiscal year, including but not limited to investment advisory fees of the
Investment Adviser (but excluding interest, taxes, brokerage commissions, Rule
12b-1 fees, fees paid pursuant to an Administrative Services Plan, short sale
dividend expenses and other expenditures which are capitalized in accordance
with generally accepted accounting principles and other extraordinary expenses
not incurred in the ordinary course of the Fund's business) ("Fund Operating
Expenses"), exceed the Operating Expense Limit, as defined in Section 1.2 below,
such excess amount (the "Excess Amount") shall be the liability of the
Investment Adviser.
1.2. Operating Expense Limit. The Operating Expense Limit in any year
shall be a percentage of the average daily net assets of each class of the Fund
as described in Exhibit A, or such other rate as may be agreed to in writing by
the parties. The parties hereby agree that Operating Expense Limit described in
Exhibit A will not be increased before the date listed on Exhibit A.
1.3. Method of Computation. To determine the Investment Adviser's
liability with respect to the Excess Amount, each month the Fund Operating
Expenses shall be annualized as of the last day of the month for each class of a
Fund. If the annualized Fund Operating Expenses for any month exceed the
Operating Expense Limit of a Fund class, the Investment Adviser shall (i) waive
or reduce its advisory fee by an amount sufficient to reduce the annualized Fund
Operating Expenses to an amount which does not exceed the Operating Expense
Limit, and/or (ii) remit to a Fund an amount that, together with the waived or
reduced advisory fee, is sufficient to satisfy such Excess Amount.
1.4. Year-End Adjustment. If necessary, on or before the last day of
the first month of each fiscal year, an adjustment payment shall be made by the
appropriate party in order that the amount of the advisory fees waived or
reduced and other payments remitted by the Investment Adviser to a Fund with
respect to the previous fiscal year shall equal the Excess Amount.
2. Reimbursement of Fee Waivers and Expense Reimbursements.
2.1. Reimbursement. If in any fiscal year during which total Fund
assets are greater than $100 million and in which the Investment Advisory
Agreement is still in effect, the estimated aggregate Fund Operating Expenses
for the fiscal year are less than the Operating Expense Limit for that year,
subject to quarterly approval by the Trust's Board of Trustees as provided in
Section 2.2 below, the Investment Adviser shall be entitled to reimbursement by
a Fund, in whole or in part as provided below, of the advisory fees waived or
reduced and other payments remitted by the Investment Adviser to the Fund
pursuant to Section 1 hereof. The total amount of reimbursement to which the
Investment Adviser may be entitled (the "Reimbursement Amount") shall equal, at
any time, the sum of all advisory fees previously waived or reduced by the
Investment Adviser and all other payments remitted by the Investment Adviser to
a Fund, pursuant to Section 1 hereof, less any reimbursement previously paid by
such Fund to the Investment Adviser, pursuant to Sections 2.2 or 2.3 hereof,
with respect to such waivers, reductions, and payments; provided, however, that
no Reimbursement Amount shall be paid at a date more than three (3) years after
the fiscal year when the Investment Adviser waived investment advisory fees or
reimbursed other expenses to a Fund for the corresponding Excess Amount pursuant
to Section 1. The Reimbursement Amount shall not include any additional charges
or fees whatsoever, including, e.g., interest accruable on the Reimbursement
Amount.
2.2. Board Approval. No reimbursement shall be paid to the Investment
Adviser pursuant to this provision in any fiscal year, unless the Trust's Board
of Trustees has determined that the payment of such reimbursement is appropriate
in light of the terms of this Agreement. The Trust's Board of Trustees shall
determine quarterly in advance whether any portion of the Reimbursement Amount
may be paid to the Investment Adviser in such quarter.
2.3. Method of Computation. To determine a Fund's payments, if any, to
reimburse the Investment Adviser for all or any portion of the Reimbursement
Amount, each month the Fund Operating Expenses for each Fund class shall be
annualized as of the last day of the month. If the annualized Fund Operating
Expenses for any month are less than the Operating Expense Limit, a Fund, only
with the prior approval of the Board, shall pay to the Investment Adviser an
amount sufficient to increase the annualized Fund Operating Expenses to an
amount no greater than the the Operating Expense Limit, provided that such
amount paid to the Investment Adviser will not exceed the total Reimbursement
Amount. If the annualized Fund Operating Expenses for a Fund are greater than
the Operating Expense Limit for one or more months in a quarter and less than
the remaining month(s), the calculation described in this section will be made
on a monthly basis and the net amount of the monthly calculations will be
presented to the Board for approval.
2.4. Year-End Adjustment. If necessary, on or before the last day of
the first month of each fiscal year, an adjustment payment shall be made by the
appropriate party in order that the actual Fund Operating Expenses for the prior
fiscal year (including any reimbursement payments hereunder with respect to such
fiscal year) do not exceed the Operating Expense Limit.
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3. Term and Termination of Agreement.
This Agreement shall continue in effect for the period listed on
Exhibit A for any Fund covered by the Agreement and from year to year thereafter
provided such continuance is specifically approved by a majority of the Trustees
of the Trust who (i) are not "interested persons" of the Trust or any other
party to this Agreement, as defined in the 1940 Act, and (ii) have no direct or
indirect financial interest in the operation of this Agreement ("Non-Interested
Trustees"), provided however, that the reimbursements described in Section 2
will not continue to accrue for more than three years after the fiscal year when
the Investment Adviser waived investment advisory fees or reimbursed other
expenses to a Fund for the corresponding Excess Amount pursuant to Section 1.
After the period listed on Exhibit A has passed, this Agreement may be
terminated by the Investment Adviser, without the payment of any penalty, upon
60 days' prior written notice to the other party at its principal place of
business.
4. Miscellaneous.
4.1. Captions. The captions in this Agreement are included for
convenience of reference only and in no other way define or delineate any of the
provisions hereof or otherwise affect their construction or effect.
4.2. Interpretation. Nothing herein contained shall be deemed to
require the Trust or a Fund to take any action contrary to the Trust's Agreement
and Declaration of Trust or By-Laws, or any applicable statutory or regulatory
requirement to which it is subject or by which it is bound, or to relieve or
deprive the Trust's Board of Trustees of its responsibility for and control of
the conduct of the affairs of the Trust or the Fund.
4.3. Definitions. Any question of interpretation of any term or
provision of this Agreement, including but not limited to the investment
advisory fee, the computations of net asset values, and the allocation of
expenses, having a counterpart in or otherwise derived from the terms and
provisions of the Advisory Agreement or the 1940 Act, shall have the same
meaning as and be resolved by reference to such Advisory Agreement or the 1940
Act.
IN WITNESS WHEREOF, the parties have caused this Agreement to be signed
by their respective officers thereunto duly authorized and their respective
corporate seals to be hereunto affixed, as of the day and year first above
written.
GARTMORE MUTUAL FUNDS
By:__________________________________
Name:
Title:
GARTMORE MUTUAL FUND CAPITAL TRUST
By:___________________________________
Name:
Title:
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EXHIBIT A
to the Expense Limitation Agreement between
GARTMORE MUTUAL FUNDS
and
GARTMORE MUTUAL FUND CAPITAL TRUST
December 1, 2004
Name of Fund/Class Expense Limitation for Fund/Class*
------------------ ----------------------------------
Gartmore Long-Short Equity Plus Fund
(to be renamed Gartmore U.S. Growth Leaders
Long-Short Fund)*
Class A 1.90%
Class B 1.90%
Class C 1.90%
Class R 1.90%
Institutional Service Class 1.90%
Institutional Class 1.90%
* Effective until at least February 28, 2006. These expense limitations may be
revised, after the expiration of the agreed upon term, if mutually agreed upon
by the parties. They may also be revised to increase the amount of the expense
reimbursement under the expense limitations at anytime if mutually agreed upon
by the parties.
GARTMORE MUTUAL FUNDS
By:________________________________
Name:
Title:
GARTMORE MUTUAL FUND CAPITAL TRUST
By:_________________________________
Name:
Title:
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