EXHIBIT 22(D)(5)(D)(2)
EXHIBIT B
SUBADVISORY AGREEMENT
BETWEEN GARTMORE VARIABLE INSURANCE TRUST,
GARTMORE MUTUAL FUND CAPITAL TRUST AND
THE DREYFUS CORPORATION
DATED OCTOBER 31, 1997
AMENDED EFFECTIVE JUNE 11, 2004
In connection with securities transactions for a Fund, the Subadviser that is
(or whose affiliated person is) entering into the transaction, and any other
investment manager that is advising an affiliate of the Fund (or portion of the
Fund) (collectively, the "Managers" for the purposes of this Exhibit) entering
into the transaction are prohibited from consulting with each other concerning
transactions for the Fund in securities or other assets and, if both Managers
are responsible for providing investment advice to the Fund, the Manager's
responsibility in providing advice is expressly limited to a discrete portion of
the Fund's portfolio that it manages.
This prohibition does not apply to communications by the Adviser in connection
with the Adviser's (i) overall supervisory responsibility for the general
management and investment of the Fund's assets; (ii) determination of the
allocation of assets among the Manager(s), if any; and (iii) investment
discretion with respect to the investment of Fund assets not otherwise assigned
to a Manager.
TRUST:
GARTMORE VARIABLE INSURANCE TRUST
By: /s/ Xxxxx Xxxxxxxxx
--------------------------------
Name: Xxxxx Xxxxxxxxx
Title: Assistant Secretary
ADVISER:
GARTMORE MUTUAL FUND CAPITAL TRUST
By: /s/ Xxxxxx X. Xxxxxxx
--------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Senior Vice President
SUBADVISER:
THE DREYFUS CORPORATION
By: /s/ J. Xxxxxxx Xxxxxxx
--------------------------------
Name: J. Xxxxxxx Xxxxxxx
Title: Vice Chairman
