AMENDMENT TO UNDERWRITING AGREEMENT
THIS AMENDMENT TO UNDERWRITING AGREEMENT ("Amendment") is entered into
as of this ___ day of January 2005 by and between Gartmore Distribution
Services, Inc., a Delaware corporation ("Underwriter"), and Gartmore Mutual
Funds, an Ohio business trust ("Trust").
BACKGROUND
Underwriter and Trust are parties to a certain Underwriting Agreement
dated as of October 1, 2002, as amended by Schedule A between Underwriter and
Trust effective December 29, 2004 (the "Underwriting Agreement"), pursuant to
which the Underwriter undertook the sale and distribution of Shares of each of
the investment portfolios of the Trust listed on Exhibit A thereto (each, a
"Fund"). Pursuant to an agreement, Trust has agreed to sell, transfer and assign
all or substantially all of its assets to Gartmore Mutual Funds, a Delaware
statutory trust ("Gartmore Delaware"), including, without limitation, the Funds
and the Underwriting Agreement (the "Transaction"). The parties desire to amend
the Underwriting Agreement as set forth below in connection with the
Transaction.
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 last
sentence of Section 10 of the Underwriting Agreement, which reads "This
Agreement will also terminate automatically in the event of its assignment (as
such term is defined in the 1940 Act)", shall be deleted.
3. The word "Ohio" in the first sentence of Section 10 shall be
deleted and replaced with the word "Delaware".
4. In the first sentence of Section 13 of the Underwriting
Agreement, (i) the words "Declaration of Trust dated as of October 30, 1997"
shall be deleted and replaced with "Certificate of Trust filed with the
Secretary of State of the State of Delaware on October 1, 2004" and (ii) the
words "Secretary of State of the State of Ohio" shall be deleted and replaced
with "Secretary of State of the State of Delaware".
5. Underwriter hereby consents to the assignment of the
Underwriting Agreement from Trust to Gartmore Delaware.
6. Except as amended hereby, the Underwriting Agreement remains
in full force and effect and hereby is ratified and confirmed in all respects.
7. 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.
8. 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. GARTMORE MUTUAL FUNDS
By: By:
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Name: Name:
Title: Title: