EX-22.(D)(3)(A)(2) 4 w01383exv22wxdyx3yxayx2y.txt EXHIBIT B TO SUBADVISORY AGREEMENT EXHIBIT 22(D)(3)(A)(2) EXHIBIT B SUBADVISORY AGREEMENT BETWEEN GARTMORE VARIABLE INSURANCE TRUST, GARTMORE MUTUAL FUND CAPITAL TRUST AND THE DREYFUS CORPORATION DATED OCTOBER 20, 1995 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/ James Bernstein ------------------------------------ Name: James Bernstein Title: Assistant Secretary ADVISER: GARTMORE MUTUAL FUND CAPITAL TRUST By: /s/ Gerald J. Holland ------------------------------------ Name: Gerald J. Holland Title: Senior Vice President SUBADVISER: THE DREYFUS CORPORATION By: /s/ J. Charles Cardona ------------------------------------ Name: J. Charles Cardona Title: Vice Chairman