EX-99(h)(8)
FEE WAIVER AGREEMENT
GARTMORE MUTUAL FUNDS
FEE WAIVER AGREEMENT, effective as of February 28, 2007, by and between
GARTMORE MUTUAL FUND CAPITAL TRUST (the "Investment Adviser") and GARTMORE
MUTUAL FUNDS, a Delaware statutory trust (the "Trust"), on behalf of the
Gartmore U.S. Growth Leaders Long-Short Fund (the "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 separate series of the Trust; and
WHEREAS, the Trust and the Investment Advisor have entered into an
Investment Advisory Agreement (hereinafter, the "Advisory Agreement"), pursuant
to which the Investment Advisor renders certain investment advisory services (as
these services are identified in the Advisory Agreement) to the Fund for
compensation based on the value of the average daily net assets of the Fund
("Management Fee"); and
WHEREAS, the Trust and the Investment Advisor have determined that it
is appropriate and in the best interests of the Fund and the Fund's shareholders
to maintain the expenses of the Fund at a level below the level to which the
Fund would otherwise be subject.
NOW, THEREFORE, the parties hereto agree as follows:
1. Fee Waiver:
1.1. The Investment Adviser shall waive an amount equal to 0.25% from its
Management Fee charged under the Advisory Agreement. The parties hereby agree
that this waiver amount shall not be increased until at least February 28, 2008,
except pursuant to the mutual agreement of the parties. The fee waiver amount
may be decreased by mutual agreement of the parties after February 28, 2008.
2. Term and Termination of Agreement:
2.1. This Agreement initially shall continue until February 28, 2008 and from
year-to-year thereafter.
3. Miscellaneous:
3.1. 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.
3.2. 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 the Trust or Fund is subject or by which the Trust or Fund
is bound, or to relieve or deprive the Trust's Board of Trustees of the Board's
responsibility for and control of the conduct of the affairs of the Trust or the
Fund.
3.3. Definitions. Any question of interpretation of any term or provision of
this Agreement, including, but not limited to, the Management Fee provided for
in the Advisory Agreement, 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 said 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:
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Name:
Title:
GARTMORE MUTUAL FUND CAPITAL TRUST
By:
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Name:
Title:
