Notice of EGM

Gartmore Distribution Trust PLC ('Gartmore Distribution') (formerly Gartmore  
   Monthly Income Trust PLC) and GDT Securities PLC ('GDT Securities' or the   
                   'Company') (formerly GMIT Securities PLC)                   

                            (together the 'Group')                             

   Revote on proposals for the controlled realisation of the Group's Income    
                                   Portfolio                                   

Introduction

As announced on 22 May 2002, the directors of GDT Securities ('Directors' or
'Board') have been advised by the Company's registrars, Lloyds TSB Registrars,
of certain administrative errors in compiling the proxy votes in respect of the
controlled realisation proposals put to shareholders at the extraordinary
general meeting and separate general meeting of ZDP Shareholders held on 13 May
2002. As a result of these administrative errors by Lloyds TSB Registrars, the
Directors announced that the most appropriate course of action for the Company
is to seek a revote on those proposals.

By way of background, on 8 February 2002 the Company wrote to holders of ZDP
Shares ('ZDP Shareholders' or 'Shareholders') to offer them the opportunity to
elect to have their ZDP Shares redeemed on or around 30 April 2002. On 11 March
2002, it was announced that 76.78 per cent. of the ZDP Shares in issue had been
elected for redemption. In a circular dated 18 April 2002, Shareholders were
advised that the directors of Gartmore Distribution and GDT Securities had been
considering what the future prospects of the Group would be following the ZDP
Share redemption. The Directors informed Shareholders that, after taking into
account a number of factors, in particular being mindful of the requirements to
balance the varying interests of both the ZDP Shareholders who had elected to
exit the Company and those ZDP Shareholders who would remain invested, they had
concluded that the resulting capital structure and the investment portfolio of
the ongoing Group would not achieve the desired rate of return for continuing
ZDP Shareholders over the period to 30 April 2004. Rather than proposing an
immediate winding-up, however, the Board recommended proposals under which the
Company would seek to realise its remaining Income Portfolio in a controlled
manner over time.

Those proposals were put to Shareholders at an extraordinary general meeting
and separate general meeting of ZDP Shareholders on 13 May 2002 and your Board
announced on 13 May 2002 that the resolutions to approve those proposals had
been approved by Shareholders. On 14 May 2002, 80.0 per cent. of the ZDP Shares
of all ZDP Shareholders were redeemed at 109.37p, their full capital
entitlement as at 30 April 2002. However, the Company was subsequently made
aware that Lloyds TSB Registrars had made administrative errors resulting in
certain proxies received by the deadline not being included in the proxy count.

The Board firmly believes that their recommended proposals, restated in this
document, for a controlled realisation of the Group's remaining Income
Portfolio (the 'Proposals') are in the best interests of all ZDP Shareholders
and are preferable to the alternative of an immediate winding-up of the
Company. The Board has therefore decided that the Proposals originally
considered at the meetings held on 13 May 2002 should be re-submitted to
Shareholders for a revote. ZDP Shareholders are urged to vote in favour of the
Proposals at both the Separate General Meeting of ZDP Shareholders and the
Extraordinary General Meeting ('EGM') by voting for the extraordinary
resolution at the Separate General Meeting and the first special resolution at
the EGM and voting against the second resolution at the Extraordinary General
Meeting.

Reasons for the Revote

After consultation with Lloyds TSB Registrars, and a ZDP Shareholder, it has
come to the attention of the Board of GDT Securities that certain proxy votes
cast in respect of the extraordinary general meeting of the Company and
separate general meeting of ZDP Shareholders held on 13 May 2002 were not
included in the proxy count by Lloyds TSB Registrars due to administrative
errors. This has led the Board, following consultation with its legal advisers,
to conclude that the Company should not proceed further with the controlled
realisation of the Income Portfolio without the Proposals being approved on a
revote. Accordingly, save for the redemption of 80.0 per cent. of the ZDP
Shares of all ZDP Shareholders carried out on 14 May 2002, the Directors
propose to proceed with their controlled realisation proposals only if the
sanctioning resolutions referred to below are passed ('Sanctioning
Resolutions').

The Board of GDT Securities remains firmly of the view that the proposal for a
controlled realisation of the Group's remaining Income Portfolio is in the best
interests of all Shareholders as a winding-up of the Company in current
circumstances could result in a lower realisation value being achieved for the
remaining Income Portfolio. The Board will therefore put forward, at the
Separate General Meeting and EGM, resolutions to ZDP shareholders to sanction
the controlled realisation proposals. These Sanctioning Resolutions will also
negate the weighted voting rights which would otherwise place GDT Securities
into liquidation as referred to below. A separate general meeting of ZDP
Shareholders will also be required at which their approval will be sought to
sanction the Proposals.

Winding-up of the Company if the Proposals are not approved

The existing articles of association ('Existing Articles') of GDT Securities
provide that if the Company has not redeemed those ZDP Shares elected for
redemption in 2002 by 14 May 2002 the Board is required to convene an
extraordinary general meeting to be held as soon as practicable thereafter for
the purpose of proposing a special resolution to wind up the Company.

This special resolution will be proposed at the EGM, as required by the
Existing Articles, as the second resolution. In the event that the Sanctioning
Resolutions are not passed, the weighted voting rights in the Existing Articles
will operate to ensure that if any ZDP Shareholder votes in favour of that
resolution, regardless of the number of Shares he holds, the Company will be
wound up. If the Sanctioning Resolutions are passed, however, the new articles
of association ('New Articles') will have the effect of removing the weighted
voting rights and the special resolution to wind up the Company will only be
passed if 75 per cent. of the votes cast at the meeting are in favour of it.

Benefits of the Proposals

The Board strongly believes that the benefits of the Proposals to ZDP
Shareholders are that they will:

  * provide for the capital entitlement of those ZDP Shares which have not been
    redeemed to continue to accrue at a daily rate equivalent to 9.56 per cent.
    per annum until April 2004;
   
  * avoid additional costs which would be incurred in a liquidation;
   
  * allow the remaining Income Portfolio to be realised under the control of
    the Board to the benefit of ZDP Shareholders;
   
  * maintain the listing of the remaining ZDP Shares on the London Stock
    Exchange, thereby potentially enabling ZDP Shareholders to dispose of part
    or all of their holding in the stock market; and
   
  * require the Company to continue to comply with the rules of the UKLA,
    thereby requiring a greater level of disclosure of information to ZDP
    Shareholders regarding the disposal of the Income Portfolio than would be
    the case under a members' voluntary liquidation.
   
The benefits outlined above would not be available should the Proposals not be
approved and the Company placed into members' voluntary liquidation.

Review of the current investments of the Group

As at 27 May, the total assets of the Group (at mid-market price) were invested
and allocated as follows:

                                                               %      £ million
                                                                               
Income Portfolio                                            93.9           26.0
                                                                               
Net current assets                                           6.1            1.7
                                                                               
                                                     -----------    -----------
                                                                               
Total Assets*                                              100.0           27.7
                                                                               
                                                     -----------    -----------
                                                                               
Existing allocation of Total Assets                                   £ million
                                                                               
Assets attributable to ZDP Shares                                          22.9
                                                                               
Assets attributable to Gartmore Distribution                                4.8
Ordinary Shares                                                                
                                                                               
                                                                    -----------
                                                                               
Total Assets*                                                              27.7
                                                                               
                                                                    -----------
                                                                               
*Inclusive of current period revenue                                           
                                                                               

As at 27 May 2002 the Income Portfolio is comprised as follows (at mid-market
prices):

Income Portfolio (classified by size  %of total                %*    £ million*
of holdings in other investment       assets                                   
funds)                                invested in                              
                                      other split                              
                                      capital or                               
                                      high income                              
                                      trusts                                   
                                                                               
Class AAA investments                             0%          6.5           1.7
                                                                               
Class AA investments                        0% to 5%         13.8           3.6
                                                                               
Class A investments                        5% to 25%         51.2          13.3
                                                                               
Class B investments                       25% to 50%         18.5           4.8
                                                                               
Class C investments                         over 50%         10.0           2.6
                                                                               
                                                      -----------   -----------
                                                                               
Total                                                       100.0         26.0†
                                                                               
                                                      -----------   -----------

*Source: Gartmore Investment Limited

†Including £1.26 million of investments in funds managed by Gartmore Investment
Limited

Given the current difficult market conditions, illiquidity in geared ordinary
and income shares and a significant fall in investor confidence in the split
capital and high income share sector, it is not possible to predict the amount
which will ultimately be available for payment to ZDP Shareholders as a result
of the controlled realisation proposals. However, the table set out below,
which is for illustrative purposes only, indicates the level of assets which
may be available to redeem those ZDP Shares which were not redeemed in May
2002, based upon a range of assumptions in terms of the discount to the
bid-market price of the underlying securities at which the Income Portfolio may
be realised, and inclusive of net current assets:

Income Portfolio (classified by   Level of realisation discount to bid price   
size of holdings in other                                                      
investment funds)                                                              

Class AAA investments                   0%          0%          0%           0%
                                                                               
Class AA investments                    0%          0%          5%           5%
                                                                               
Class A investments                     0%          0%         10%          10%
                                                                               
Class B investments                     0%         15%         25%          50%
                                                                               
Class C investments                     0%         25%         50%         100%
                                                                               
Potential payment per                119.1       113.7       102.8         93.2
unredeemed ZDP Share inclusive                                                 
of net current assets (p)*†                                                    

*Based upon bid-market prices as at 27 May 2002

†The payment to ZDP Shareholders will not exceed their then accrued capital
entitlement at the date of redemption

It should also be noted that the potential payments per ZDP Share referred to
above do not take into account the potential net income receivable from the
portfolio which will not be distributed as a dividend to Gartmore Distribution
Ordinary Shareholders but will instead be available for ZDP Shareholders up to
their then accrued capital entitlement. In addition, these potential payment
levels do not take account of any increase or decrease, which may be
significant, in the bid-market price of the underlying investments in the
period up to their realisation.

Options available to the Company

As set out in the circular dated 18 April 2002, the options available to the
Company are as follows:

(A) a controlled realisation of the Group's remaining Income Portfolio under
the direction of the directors of Gartmore Distribution and GDT Securities in
order to maximise the assets available for distribution to all ZDP
Shareholders; or

(B) an immediate winding-up of the Company's business in a members' voluntary
liquidation under the control of a liquidator.

Option A - Controlled realisation of the Group's remaining Income Portfolio

Option A still represents the preferred and strongly recommended option of the
Board.

Timing of further payments to Shareholders

There are expected to be at least two subsequent redemptions in respect of the
remaining ZDP Shares; it is envisaged that one such redemption will take place
no later than 30 April 2003 and the second no later than 30 April 2004. The
Directors retain the right to make such other redemptions as they consider
appropriate, in each case when cash realisations of at least £5 million have
been achieved. The New Articles will provide that the Directors shall, no later
than 30 April 2004, convene an extraordinary general meeting of the Company at
which a resolution will be passed to put the Company into members' voluntary
liquidation. The net income (after the deduction of all running expenses of the
Group, all of which will now be charged to the revenue account) generated from
the Income Portfolio in the period from 30 April 2002 to 30 April 2004 (or such
earlier date as the Company is placed into members' voluntary liquidation) will
be used towards redemption of the remaining unredeemed ZDP Shares. It is not
currently possible to predict the level of net income which the remaining
Income Portfolio will generate, given the timing of the disposals and that a
number of its constituent investments have either suspended or cut their
dividends. Furthermore, the Board anticipates that further dividend cuts or
suspensions will be announced.

If sufficient proceeds are realised from the remaining Income Portfolio in
order to redeem all remaining ZDP Shares at their then accrued capital
entitlement per ZDP Share, any residual assets of the Company would be
attributable to Gartmore Distribution Ordinary Shareholders. The timing of
realisations from the remaining Income Portfolio will depend on the level of
liquidity available in the Group's investments. There can therefore be no
certainty that the Group will be able to realise all of the remaining Income
Portfolio or redeem the remaining ZDP Shares at their increased capital
entitlement prior to 30 April 2004.

Investment trust status

The Directors have previously managed the affairs of Gartmore Distribution so
that, for each of its previous accounting periods, it would be eligible for
approval by the Inland Revenue as an investment trust under section 842 of the
ICTA 1988. It is the Directors' intention to seek such approval in respect of
the accounting period ended on 30 April 2002. In the light of the requirement
to maximise the assets available to meet the capital entitlement of ZDP
Shareholders, the Directors may decide that Gartmore Distribution should retain
more than 15 per cent. of its eligible investment income in future accounting
periods. If more than 15 per cent. of such income is retained, Gartmore
Distribution would fail to satisfy the retained income test in section 842,
unless it were able to show that it had been legally required to retain such
income. In this event, the Directors would seek confirmation from the Inland
Revenue that, because of that requirement, Gartmore Distribution would be
treated as satisfying the retained income test. If it failed to satisfy the
retained income test in section 842 and such confirmation from the Inland
Revenue was not forthcoming, then Gartmore Distribution would not receive
approval as an investment trust in respect of the accounting period in
question. Shareholders should note, however, that, due to the fact that the
Group has large unrealised losses in respect of its Income Portfolio, it is not
expected that any loss of investment trust status would have any effect on the
tax payable by the Group.

Ongoing running expenses

The Board and the Manager are mindful that the ongoing running expenses of the
Group may reduce the amount available for distribution to ZDP Shareholders. To
minimise ongoing costs, the Manager has undertaken, conditional on the
Proposals being approved by ZDP Shareholders, to waive its management fee from
13 May 2002 until the earlier of the winding-up of the Company and 30 April
2004. The Manager has further undertaken, conditional upon the Proposals being
approved by ZDP Shareholders, to waive any right to receive a termination fee
upon a resolution to wind up Gartmore Distribution being passed at an
extraordinary general meeting of that Company prior to or on 30 April 2004.
Further, conditional upon the Proposals being approved, the Directors have
agreed that, as from 30 April 2002, they will not be paid the remuneration to
which they are entitled from either Gartmore Distribution or the Company until
all of the ZDP Shares have been redeemed in full. The Directors' remuneration
will however continue to accrue from 30 April 2002, at 50 per cent. of its
former rate, until such time as it may become payable.

Maintenance of Listing

The Directors will seek to ensure that the Company's ZDP Shares remain listed
on the Official List of the UKLA and traded on the London Stock Exchange until
the earlier of the winding-up of the Company and April 2004. This may provide a
market, albeit potentially illiquid, for the ZDP Shares . However, the rules of
the UKLA require a company to maintain an adequate spread of investment risk
and as the remaining Income Portfolio is realised this spread of risk will be
reduced. In order to ensure, so far as is practicable, that the ZDP Shares
remain suitable for listing on the Official List of the UKLA, the Directors may
consider re-investing the proceeds of realisation of the Income Portfolio in
either gilts or short term government bonds in between redemption payments.

ZDP Share buybacks

If passed, the first special resolution to be proposed at the Extraordinary
General Meeting will also authorise the Company to make market purchases of the
remaining ZDP Shares at the discretion of the Directors. The Directors will
exercise this discretion in such a way as to ensure that the interests of the
remaining ZDP Shareholders are not prejudiced by such market purchases.

Option B - Members' voluntary liquidation

ZDP Shareholders should be aware that if the Proposals are not approved, the
Company will be placed into a members' voluntary liquidation at the
Extraordinary General Meeting. A liquidator would be appointed who would seek
to realise the remaining assets of the Group and, so far as he is able to do
so, distribute the proceeds of such realisations up to the level of the accrued
ZDP Share entitlement as at the date on which the Company was placed into
liquidation. The Board believes that this could potentially result in a lower
realisation value being achieved for the remaining Income Portfolio than if the
Proposals for a controlled realisation are approved and implemented by the
Board and the Manager.

It is anticipated that following the appointment of the liquidators (the
'Liquidators') the Company would seek the suspension of its ZDP Shares from the
Official List of the UKLA and its ZDP Shares would cease to trade on the London
Stock Exchange.

Given the illiquid nature of the remaining Income Portfolio, the Board
anticipates that the timetable for the distribution of the Company's assets to
ZDP Shareholders under a members' voluntary liquidation would be broadly
similar to that under the Proposals.

In the event that the Company is placed into members' voluntary liquidation at
the EGM, the Liquidators will set aside in a liquidation pool sufficent assets
to meet the Company's actual and contingent liabilities. It is currently
estimated by the Liquidators that the amount to be set aside in a liquidation
pool to provide for contingencies over and above the Company's known
liabilities will be £100,000. To the extent that the amount set aside for
liabilities is not required, any cash balance remaining in the hands of the
Liquidators on the conclusion of the liquidation will be paid as one or more
liquidation distributions to ZDP Shareholders on the share register on the date
the Company is placed into liquidation (assuming the full accrued capital
entitlement of each ZDP Shareholder has not previously been met), provided that
if such amount payable to any ZDP Shareholder is less than £3, it will be
retained for the benefit of the Company. The precise timing of any distribution
will depend on the progress of the liquidation and the receipt by the
Liquidators of confirmation from the appropriate tax authorities that the
Company has no outstanding tax liabilities.

Costs of the Proposals

Lloyds TSB Registrars has agreed with the Board of GDT Securities that all
reasonable costs associated with the issue of this document and the associated
arrangements for convening the Meetings will be met in full by Lloyds TSB
Registrars.

Risk factors

Future distributions

The ability of the Group to realise investments from the residual Income
Portfolio prior to April 2004 at prices close to the quoted bid-market price
may be limited as a result of weak demand and/or low liquidity. In such an
event there may be insufficient assets to repay all of the increased capital
entitlement attributable to the remaining ZDP Shares. Weak demand and liquidity
constraints may also affect ZDP Shareholders who wish to dispose of a holding
of ZDP Shares in the stock market, other than in small amounts.

Taxation

Any change in the Group's tax status or in taxation legislation or accounting
practice could affect the value of the investments held by the Group, the
Group's ability to provide returns to ZDP Shareholders or alter the post-tax
returns to such Shareholders. Statements in this document concerning the
taxation of investors in ZDP Shares are based upon current tax law and practice
which is in principle subject to change and the specific tax treatment for
individual investors depends on their circumstances. ZDP Shareholders who are
in any way uncertain as to the effect that the Proposals may have on their tax
position are strongly recommended to consult an independent financial adviser.

Investment in other investment funds

The residual investments held by the Group are invested in currently high
yielding securities of other investment funds. Many of the shares of these
investment funds are geared by loan facilities that rank ahead of the relevant
shares both for payment of interest and return of capital. The net asset value
of such shares tends to be highly geared to the underlying investment
performance of the relevant fund. These shares represent a relatively high
investment risk as to their capital return owing, principally, to this gearing.
The investment funds in which the Group invests may be invested in part in high
yielding shares of other such funds. Investment by the Group in investment
funds which themselves have cross holdings in the same split capital or high
income investment funds may be considered to give rise to a systemic risk
should there be failures within the sector.

Shareholder Meetings

Separate General Meeting

In order for the Proposals to become effective the separate approval of the ZDP
Shareholders as a class by extraordinary resolution is required in addition to
the passing of the first special resolution at the Extraordinary General
Meeting.

To be passed the extraordinary resolution requires at least 75 per cent. of the
votes cast at the meeting to be cast in favour of it. ZDP Shareholders are
recommended to vote for the extraordinary resolution.

The Separate General Meeting of ZDP Shareholders has been convened for 4.00
p.m. on 26 June 2002 at Gartmore House, 8 Fenchurch Place, London EC3M 4PB. The
quorum for the Separate General Meeting is at least two people present in
person or by proxy holding in aggregate at least one third in nominal value of
the issued ZDP Shares. If a quorum is not present the meeting will stand
adjourned until 4.35 p.m. on the same day and at any adjourned meeting those
ZDP Shareholders present and entitled to vote in person or by proxy will
constitute a quorum.

Extraordinary General Meeting

The Extraordinary General Meeting of the Company has been convened for 4.20
p.m. on 26 June 2002 at Gartmore House, 8 Fenchurch Place, London EC3M 4PB. As
the first resolution at the Extraordinary General Meeting is conditional on the
extraordinary resolution being passed at the Separate General Meeting, in the
event that the Separate General Meeting is adjourned or has not concluded by
4.20 p.m., the Extraordinary General Meeting will only commence once the
Separate General Meeting (or adjournment thereof) has concluded. At the
Extraordinary General Meeting three resolutions will be proposed as special
resolutions.

The first resolution seeks the approval of the ZDP Shareholders for the Board
to carry out the Proposals for the controlled realisation of the Group's
remaining Income Portfolio. In addition it approves the adoption of the New
Articles which would effectively prevent the Company being wound up at this
time as the second resolution referred to below could not then be passed
without 75 per cent. of the votes cast being in favour. It also ratifies the
redemption of ZDP Shares by the Company on 14 May 2002. ZDP Shareholders are
recommended to vote for the first resolution.

The second resolution is to place the Company in voluntary liquidation. It is
being proposed to satisfy the provisions of the Existing Articles. The second
resolution is however contrary to the first resolution and would serve to
negate the first resolution if both are passed. ZDP Shareholders who are in
favour of the Proposals are recommended to vote against the second resolution

Shareholders are asked to vote against the second resolution so as not to
negate their support for the first resolution. In the event that the first
resolution is passed, then the second resolution will not be passed if a
sufficient number of Shareholders vote against it as the resolution will
require approval by a 75 per cent. majority of votes cast at the meeting to be
passed. In the event however that the first resolution is not passed, the
weighted voting rights in the Existing Articles would operate to pass the
second resolution as long as a single Shareholder votes in favour of that
resolution.

The third resolution is to confer appropriate powers on the Company's
Liquidators, if appointed pursuant to the second resolution. Since the
Liquidators would require such powers, if appointed, ZDP Shareholders are
recommended vote for the third resolution.

The quorum for the Extraordinary General Meeting is two persons entitled to
vote on the business to be transacted, each being a member or a proxy for a
member or a duly authorised corporate representative of a corporation which is
a member. All of the Ordinary Shareholders (being Gartmore Distribution alone)
and ZDP Shareholders are entitled to attend and vote at the EGM.

Recommendation

The Directors, who have been advised by Hoare Govett, consider that the
Proposals are in the best interests of the Shareholders of the Company taken as
a whole. In providing its advice Hoare Govett has relied upon the Directors'
commercial assessment of the Proposals.

Accordingly, the Board unanimously recommends Shareholders to vote in favour of
the Proposals by (1) voting for the first resolution at the Extraordinary
General Meeting and the extraordinary resolution at the Separate General
Meeting; (2) voting against the second resolution at the Extraordinary General
Meeting and (3) voting for the third resolution at the Extraordinary General
Meeting. The Directors, who own 1,126 ZDP Shares in aggregate, intend to vote
all such shares in favour of the Proposals.

Enquiries:

Ian Williams                            07939 543 587                          
                                                                               
Lansons