AMENDMENT TO DEALER AGREEMENT
THIS AMENDMENT TO DEALER AGREEMENT ("Amendment") is entered into as of
this ___ day of January 2005 by and between Gartmore Distribution Services, Inc.
("Gartmore Distribution") and the broker or dealer set forth in the signature
block below ("Dealer").
BACKGROUND
Gartmore Distribution and Dealer are parties to a Dealer Agreement
dated as of ____________ (the "Dealer Agreement"), pursuant to which Dealer
participates in the distribution of shares of the series and classes of Gartmore
Mutual Funds, an Ohio business trust ("Gartmore Ohio"), and Gartmore Mutual
Funds, II Inc., a Maryland corporation, listed on Exhibit A thereto (the
"Funds"). Gartmore Ohio has agreed to sell all or substantially all of its
assets to Gartmore Mutual Funds, a Delaware statutory trust ("Gartmore
Delaware"), including, without limitation, the Funds (the "Transaction"). The
parties desire to amend the Dealer Agreement as set forth below.
For good and valuable consideration, receipt of which is hereby
acknowledged, intending to be legally bound, the parties agree as follows:
1. This Amendment is effective upon the consummation of the
Transaction.
2. Effective as of the closing of the Transaction, the Dealer
shall be participating in the distribution of shares of the series and classes
of Gartmore Delaware and not Gartmore Ohio, and the preamble of the Dealer
Agreement shall be amended as follows: The words "Gartmore Mutual Funds,
Gartmore Mutual Funds II Inc." shall be deleted and replaced with "Gartmore
Mutual Funds, a Delaware statutory trust, and Gartmore Mutual Funds II, Inc.,
a Maryland corporation."
3. Notwithstanding the provisions of Section 12 of the Dealer
Agreement and the termination, effective upon the closing of the Transaction, of
the Underwriting Agreement dated as of October 1, 2002 between Gartmore Ohio and
Gartmore Distribution, the parties hereby agree that the Dealer Agreement shall
continue in full force and effect and shall not be terminated.
4. Except as amended hereby, the Dealer Agreement remains in full
force and effect and hereby is ratified and confirmed in all respects.
5. This Amendment shall be governed by and construed to be in
accordance with the substantive laws of the State of Delaware, without reference
to choice of law principles thereof and in accordance with the Investment
Company Act of 1940, as amended (the "1940 Act"). In case of any conflict, the
1940 Act shall control.
6. The parties may enter into this Amendment by executing this
document. Alternatively, the Dealer's placement of an order and/or acceptance of
payments of any kind after the Dealer's receipt of this Amendment shall
constitute the Dealer's acceptance of this Amendment.
7. This Amendment may be executed in any number of counterparts,
each of which shall be deemed an original and together shall constitute one and
the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the day and year first written above.
GARTMORE DISTRIBUTION SERVICES, INC. DEALER: ____________________________
By: By:
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Name: Name:
Title: Title:
