Resolutions Adopted September 30, 2004, Amending the Agreement and Declaration
of Trust of Gartmore Variable Insurance Trust (the "DST Trust"), dated September
30, 2004, and as amended and restated as of October 28, 2004 (the "Trust
Agreement")
Approval and Creation/Designation of Series of Shares of the Trust and Classes
of Shares of Such Series of Shares of the Trust
RESOLVED, that in accordance with Article III, Section 6, of
the Trust Agreement, the initial Series of Shares of the DST
Trust and the initial Classes of Shares of such Series of the
DST Trust be, and hereby are, established and designated as
follows:
Series Name Classes
----------- -------
Gartmore GVIT Nationwide Fund I, II, III, IV
Gartmore GVIT Growth Fund I, IV
Gartmore GVIT Government Bond Fund I, II, III, IV
Gartmore GVIT Money Market Fund I, IV, V
GVIT Small Company Fund I, II, III, IV
Gartmore GVIT Mid Cap Growth Fund I, II, III, IV
Xxxxxxxx GVIT Value Fund I, II, IV
Federated GVIT High Income Bond I, III
Fund
X.X. Xxxxxx GVIT Balanced Fund I, IV
Xxx Xxxxxx GVIT Multi Sector Bond I, III
Fund
GVIT Small Cap Value Fund I, II, III, IV
GVIT Small Cap Growth Fund I, II, III
Gartmore GVIT Worldwide Leaders I, II, III
Fund
Dreyfus GVIT Mid Cap Index Fund I, II, III
Gartmore GVIT Global Technology and I, II, III, VI
Communications Fund
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Series Name Classes
----------- -------
Gartmore GVIT Global Health Sciences I, II, III, VI
Fund
Gartmore GVIT Emerging Markets Fund I, II, III, VI
Gartmore GVIT International Growth I, II, III
Fund
Xxxxxxxx XXXX European Leaders Fund I, II, III
Gartmore GVIT Global Small I
Companies Fund
Gartmore GVIT OTC Fund I
Gartmore GVIT Asia Pacific Leaders I, II, III
Fund
Xxxxxxxx XXXX U.S. Growth Leaders I, II, III
Fund
Gartmore GVIT Global Financial I, II, III
Services Fund
Gartmore GVIT Global Utilities Fund I, II, III
Gartmore GVIT Investor Destinations II, VI
Aggressive Fund
Gartmore GVIT Investor Destinations II, VI
Moderately Aggressive Fund
Gartmore GVIT Investor Destinations II, VI
Moderate Fund
Gartmore GVIT Investor Destinations II, VI
Moderately Conservative Fund
Gartmore GVIT Investor Destinations II, VI
Conservative Fund
Gartmore GVIT Money Market Fund II No Class
designation
Gartmore GVIT Nationwide Leaders I, II, III
Fund
Gartmore GVIT Micro Cap Equity Fund I, II, III
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Series Name Classes
----------- -------
Dreyfus GVIT International Value Fund I, II, III, IV, VI
GVIT Equity 500 Index Fund I, II, IV
Gartmore GVIT Developing Markets I, II
Fund
Gartmore GVIT Nationwide Principal No Class
Protected Fund designation
and an unlimited number of Shares are hereby classified and
allocated to each of the foregoing Series of Shares and Classes of
Shares of such Series; and it is
RESOLVED FURTHER, that a Share of each Series of Shares of the DST
Trust shall represent a proportionate interest in the same portfolio
of investments as each other Share of such Series of Shares of the
DST Trust and shall have the rights, preferences, privileges, and
limitations as set forth in the Trust Agreement of the DST Trust;
provided, that:
a. The dividends and distributions of investment income and
capital gains with respect to a Class of Shares shall be
in such amounts as may be declared from time to time by
the Board [of Trustees of the DST Trust], and such
dividends and distributions may vary with respect to
such Class from the dividends and distributions of
investment income and capital gains with respect to the
other Classes of Shares of such Series of the DST Trust
to reflect differing allocations of the expenses of the
DST Trust among its Series and Classes, which may
include, without limitation, reductions for payments of
fees under any plan adopted pursuant to Rule 12b-1 under
the 1940 Act (the "Rule 12b-1 Plan") for and relating to
such Class of Shares in accordance with the 1940 Act,
and any resultant difference among the net asset value
per Share of the Classes, to such extent and for such
purposes as the Board [of Trustees of the DST Trust] may
deem appropriate; and that the allocation of investment
income, capital gains, redemption fee payments, expenses
and liabilities of the DST Trust among the Classes and
Series of Shares of the DST Trust, shall be determined
by the Board [of Trustees of the DST
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Trust] in a manner that is consistent with any 18f-3
Plan adopted by the DST Trust in accordance with Rule
18f-3 under the 1940 Act; and
b. Except as may otherwise be required by law, pursuant to
any applicable order, rule or interpretation issued by
the SEC, or otherwise, the holders of a Class of Shares
of a Series of the DST Trust shall have: (i) exclusive
voting rights with respect to any matter submitted to a
vote of shareholders that affects only holders of said
Class of Shares, including, without limitation, the
provisions of any Rule 12b-1 Plan for said Class of
Shares; (ii) voting rights with respect to the
provisions of any Rule 12b-1 Plan that may in the future
(as a result of any conversion of said Class of Shares
or otherwise) affect said Class of Shares; and (iii) no
voting rights with respect to the provisions of any Rule
12b-1 Plan applicable to any other Class of Shares of
the Series of the DST Trust that does not affect the
holders of said Class of Shares or with regard to any
other matter submitted to a vote of shareholders which
does not affect holders of said Class of Shares.
Approval and Adoption of Multiple Class Plan Pursuant to Rule 18f-3
RESOLVED, that the plan of the DST Trust specifying all the
differences among the multiple Classes of shares of beneficial
interest ("Shares") of the DST Trust in accordance with Rule 18f-3
under the 1940 Act (said plan hereinafter referred to as the "18f-3
Plan") be, and said Plan hereby is, approved in substantially the
form that accompanies this Consent [dated September 30, 2004], after
consideration of all factors deemed relevant by the initial sole
Trustee in the exercise of the initial sole Trustee's reasonable
business judgment, including, but not limited to:
a. the information provided to the initial sole Trustee by
Gartmore Distribution Services, Inc. ("GDSI") and
Gartmore SA Capital Trust ("GSA");
b. the purposes for which the 18f-3 Plan was created and
the degree to which the 18f-3 Plan addresses these
purposes;
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c. the separate arrangements for shareholder services or
the distribution of securities and the related expense
allocation of each Class of Shares which are proposed to
be made under the 18f-3 Plan;
d. any conversion features or exchange privileges between
the Classes of Shares;
e. the protections afforded by the 18f-3 Plan to each of
the Series of the DST Trust, and the shareholders of
each such Series; and
f. the requirements of Rule 18f-3 under the 1940 Act; and
it is
RESOLVED FURTHER, that the initial sole Trustee hereby determines
that the 18f-3 Plan, including the expense allocations provided for
therein, is in the best interests of each Class of Shares of each
Series of the DST Trust individually, of each of the Series of the
DST Trust, and of the DST Trust as a whole; and it is
RESOLVED FURTHER, that the proper officers of the DST Trust be, and
these officers hereby are, authorized and directed to make such
non-material changes to the 18f-3 Plan as these officers deem
necessary upon the advice of counsel, subject to the ratification by
the Board [of Trustees of the DST Trust].
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