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Exhibit 23(d)(5)(l)
SUBADVISORY AGREEMENT
THIS AGREEMENT is made and entered into on this 28th day of April, 2003,
among GARTMORE VARIABLE INSURANCE TRUST, a Massachusetts business trust (the
"Trust"), GARTMORE MUTUAL FUND CAPITAL TRUST (the "Adviser"), a Delaware
business trust registered under the Investment Advisers Act of 1940, as amended
(the "Advisers Act"), and THE DREYFUS CORPORATION, a New York corporation (the
"Subadviser"), also registered under the Advisers Act.
WITNESSETH:
WHEREAS, the Trust is registered with the Securities and Exchange
Commission (the "SEC") as an open-end management investment company under the
Investment Company Act of 1940, as amended (the "1940 Act");
WHEREAS, the Adviser has, pursuant to an Advisory Agreement with the Trust
dated as of October 31, 1997 (the "Advisory Agreement"), been retained to act as
investment adviser for certain of the series of the Trust which are listed on
Exhibit A to this Agreement (each, a "Fund").
WHEREAS, the Advisory Agreement permits the Adviser to delegate certain of
its duties under the Advisory Agreement to other investment advisers, subject to
the requirements of the 1940 Act; and
WHEREAS, the Adviser desires to retain Subadviser to assist it in the
provision of a continuous investment program for that portion of the Fund's
assets which the Adviser will assign to the Subadviser (the "Subadviser
Assets"), and Subadviser is willing to render such services subject to the terms
and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the terms and conditions hereinafter set
forth, the parties do mutually agree and promise as follows:
1. Appointment as Subadviser. The Adviser hereby retains the Subadviser to act
as investment adviser for, and to manage, the Subadviser Assets subject to
the supervision of the Adviser and the Board of Trustees of the Trust (the
"Trustees"), and subject to the terms of this Agreement. The Subadviser
hereby accepts such employment and in such capacity, the Subadviser shall
be responsible for the investment management of the Subadviser Assets. It
is recognized that the Subadviser now acts, and that from time to time
hereafter may act, as investment adviser to one or more other investment
companies and as fiduciary or other managed accounts and that the Adviser
and the Trust have no objection to such activities.
2. Duties of Subadviser.
(a) Investments. The Subadviser is hereby authorized and directed and
hereby agrees, subject to the stated investment policies and
restrictions of the Fund as set forth in the Fund's prospectus and
statement of additional information as currently in effect and as
supplemented or amended from time to time (collectively referred to
hereinafter as the "Prospectus") and subject to the directions of the
Adviser and the Trustees, to purchase, hold and sell investments for
the Subadviser Assets and to monitor on a continuous basis the
performance of such Fund investments. In providing these services, the
Subadviser will conduct a continual program of investment, evaluation
and, if appropriate, sale and reinvestment of the Subadviser Assets,
without prior consultation with the Adviser. The Adviser agrees to
provide the Subadviser with such assistance as may be reasonably
requested by the Subadviser in connection with its activities under
this Agreement, including, without limitation, information concerning
the Fund, its funds available, or to become available, for investment,
and generally as to the conditions of the Fund's affairs.
(b) Compliance with Applicable Laws and Governing Documents. In the
performance of its duties and obligations under this Agreement, the
Subadviser shall act in conformity with the Trust's Declaration of
Trust and By-Laws and the Prospectus and with the instructions and
directions received in writing from the Adviser or the Trustees and
will conform to and comply with the requirements of the 1940 Act, the
Internal Revenue Code of 1986, as amended (the "Code"), (including the
requirements for qualification as a regulated investment company), and
all other applicable federal and state laws and regulations.
Notwithstanding the foregoing, the Adviser shall remain responsible
for ensuring the Fund's overall compliance with the 1940 Act, the Code
and all other applicable federal and state laws and regulations and
the Subadviser is only obligated to comply with this subsection (b)
with respect to the Subadviser Assets.
The Adviser will provide the Subadviser with reasonable advance notice of
any change in the Fund's investment objectives, policies and restrictions as
stated in the Prospectus, and the Subadviser shall, in the performance of its
duties and obligations under this Agreement, manage the Subadviser Assets
consistent with such changes, provided the Subadviser has received notice of the
effectiveness of such changes from the Trust or the Adviser. For purposes of
this subsection, receipt of a modified Prospectus by the Subadviser shall
constitute notice of the effectiveness of such changes. The Adviser acknowledges
and agrees that the Prospectus will at all times be in compliance with all
disclosure requirements under all applicable federal and state laws and
regulations relating to the Trust or the Fund, including, without limitation,
the 1940 Act, and the rules and regulations thereunder, and that the Subadviser
shall have no liability in connection therewith, except as to the accuracy of
material information furnished by the Subadviser to the Fund or to the Adviser
specifically for inclusion in the Prospectus. The Subadviser hereby agrees to
provide to the Adviser in a timely manner such information relating to the
Subadviser and its relationship to, and actions for, the Fund as may be required
to be contained in the Prospectus
(c) Voting of Proxies. The Subadviser shall have the power to vote, either
in person or by proxy, all securities in which the Subadviser Assets
may be invested from time to time, and shall not be required to seek
or take instructions from the Adviser or the Fund or take any action
with respect thereto. If both the Subadviser Assets and another
entity's assets of the Fund have invested in the same security, the
Subadviser and such other entity will each have the power to vote its
pro rata share of the security.
(d) Agent. Subject to any other written instructions of the Adviser or the
Trust, the Subadviser is hereby appointed the Adviser's and the
Trust's agent and attorney-in-fact for the limited purposes of
executing account documentation, agreements, contracts and other
documents as the Subadviser shall be requested by brokers, dealers,
counterparties and other persons in connection with its management of
the Subadviser Assets. The Subadviser agrees to provide the Adviser
and the Trust with copies of any such agreements executed on behalf of
the Adviser or the Trust.
(e) Brokerage.The Subadviser is authorized, subject to the supervision of
the Adviser and the Trustees, to establish and maintain accounts on
behalf of the Fund with, and place orders for the purchase and sale of
the Subadviser Assets with or through, such persons, brokers
(including to the extent permitted by applicable law, any broker
affiliated with the Subadviser) or dealers ("brokers") as Subadviser
may elect and negotiate commissions to be paid on such transactions.
The Subadviser, however, is not required to obtain the consent of the
Adviser or the Trustees prior to establishing any such brokerage
account. The Subadviser shall place all orders for the purchase and
sale of Fund Investments for the Fund's account with brokers selected
by the Subadviser. In the selection of such brokers and the placing of
such orders, the Subadviser shall seek to obtain for the Fund, in its
opinion, the most favorable price and execution available, except to
the extent it may be permitted to pay higher brokerage commissions for
brokerage and research services, as provided below. In using its
reasonable efforts to obtain for the Fund the most favorable price and
execution available, the Subadviser, bearing in mind the Fund's best
interests at all times, shall consider all factors it deems relevant,
including price, the size of the transaction, the nature of the market
for the security, the difficulty of the execution, the amount of the
commission, if any, the timing of the transaction, market prices and
trends, the reputation, experience and financial stability of the
broker involved, and the quality of service rendered by the broker in
other transactions. Subject to such policies as the Trustees may
determine, or as may be mutually agreed to by the Adviser and the
Subadviser, the Subadviser shall not be deemed to have acted
unlawfully or to have breached any duty created by this Agreement or
otherwise solely by reason of its having caused the Fund to pay a
broker that provides brokerage and research services (within the
meaning of Section 28(e) of the Securities Exchange Act of 1934) to
the Subadviser an amount of commission for effecting a Fund investment
transaction that is in excess of the amount of commission that another
broker would have charged for effecting that transaction.
It is recognized that the services provided by such brokers may be useful
to the Subadviser in connection with the Subadviser's services to other clients.
On occasions when the Subadviser deems the purchase or sale of a security to be
in the best interests of the Fund as well as other clients of the Subadviser,
the Subadviser, to the extent permitted by applicable laws and regulations, may,
but shall be under no obligation to, aggregate the securities to be sold or
purchased in order to obtain the most favorable price or lower brokerage
commissions and efficient execution. In such event, allocation of securities so
sold or purchased, as well as the expenses incurred in the transaction, will be
made by the Subadviser in the manner the Subadviser considers to be the most
equitable and consistent with its fiduciary obligations to the Fund and to such
other clients. It is recognized that in some cases, this procedure may adversely
affect the price paid or received by the Fund or the size of the position
obtainable for, or disposed of by, the Fund if, but only if, the Subadviser
determines in good faith that such commission was reasonable in relation to the
value of the brokerage and research services provided by such broker viewed in
terms of either that particular transaction or the overall responsibility of the
Subadviser with respect to the accounts as to which it exercises investment
discretion.
(f) Securities Transactions. The Subadviser and any affiliated person of
the Subadviser will not purchase securities or other instruments from
or sell securities or other instruments to the Fund; provided,
however, the Subadviser and any affiliated person of the Subadviser
may purchase securities or other instruments from or sell securities
or other instruments to the Fund if such transaction is permissible
under applicable laws and regulations, including, without limitation,
the 1940 Act and the Advisers Act and the rules and regulations
promulgated thereunder.
The Subadviser, including its Access Persons (as defined in subsection (e)
of Rule 17j-1 under the 1940 Act), agrees to observe and comply with Rule 17j-1
and the Subadviser'sCode of Ethics (which shall comply in all material respects
with Rule 17j-1), as the same may be amended from time to time. On at least an
annual basis, the Subadviser will comply with the reporting requirements of Rule
17j-1, which may include either: (i) certifying to the Adviser that the
Subadviser and its Access Persons have complied with the Subadviser's Code of
Ethics with respect to the Subadviser Assets; or (ii) identifying any violations
which have occurred with respect to the Subadviser Assets. The Subadviser will
have also submitted its Code of Ethics for its initial approval by the Trustees
no later than the date of execution of this agreement and subsequently within
six months of any material change thereto.
(g) Books and Records. Pursuant to the 1940 Act and the rules and
regulations promulgated thereunder, the Subadviser shall maintain
separate books and detailed records of all matters pertaining to the
Subadviser Assets (the "Fund's Books and Records"), including, without
limitation, a daily ledger of such assets and liabilities relating
thereto and brokerage and other records of all securities
transactions. The Fund's Books and Records (relating to the Subadviser
Assets) shall be available to the Adviser at any time upon request and
shall be available for telecopying without delay to the Adviser during
any day that the Fund is open for business.
(h) Information Concerning Subadviser Assets and Subadviser.From time to
time as the Adviser or the Fund may reasonably request, the Subadviser
will furnish the requesting party reports on portfolio transactions
and reports on Subadviser Assets held in the portfolio, as well as on
other investment information, compliance, tax and/or related data
relating to the Fund, all in such detail as the Adviser or the Fund
may reasonably request. The Subadviser will also inform the Adviser in
a timely manner of material changes in primary portfolio manager(s)
responsible for Subadviser Assets or of material changes in the
control of the Subadviser. The Subadviser will make available one or
more of its officers and employees to meet with the Trustees on
reasonable due notice to review the Subadviser Assets.
The Subadviser will also provide such information or perform such
additional acts as are customari1y performed by a subadviser and may be required
for the Fund or the Adviser to comply with their respective obligations under
applicable laws, including, without limitation, the Code, the 1940 Act, the
Advisers Act, the Securities Act of 1933, as amended (the "Securities Act") and
any state securities laws, and any rule or regulation thereunder.
(i) Custody Arrangements. The Subadviser shall on each business day
provide the Adviser and the Trust's custodian such information as the
Adviser and the Trust's custodian may reasonably request relating to
all transactions concerning the Subadviser Assets
(j) Historical Performance Information. To the extent agreed upon by the
parties, the Subadviser will provide the Trust with historical
performance information on similarly managed investment companies or
for other accounts to be included in the Prospectus, or for any other
uses permitted by applicable law.
3. Independent Contractor. In the performance of its duties hereunder,
the Subadviser is and shall be an independent contractor and unless otherwise
expressly provided herein or otherwise authorized in writing, shall have no
authority to act for or represent the Fund, the Trust or the Adviser in any way
or otherwise be deemed an agent of the Fund, the Trust or the Adviser.
4. Expenses. During the term of this Agreement, Subadviser will pay all
expenses incurred by it in connection with its activities under this
Agreement other than the cost of securities, commodities and other
investments (including brokerage commissions and other transaction charges,
if any) purchased for the Fund. The Subadviser shall, at its sole expense,
employ or associate itself with such persons as it believes to be
particularly fitted to assist it in the execution of its duties under this
Agreement. The Subadviser shall not be responsible for the Trust's, the
Fund's or Adviser's expenses. The Trust or the Adviser, as the case may be,
shall reimburse the Subadviser for any expenses of the Fund or the Adviser
as may be reasonably incurred by such Subadviser on behalf of the Fund or
the Adviser. The Subadviser shall keep and supply to the Trust and the
Adviser reasonable records of all such expenses.
5. Compensation. For the services provided and the expenses assumed with
respect to the Fund pursuant to this Agreement, the Subadviser will be
entitled to the fee listed for each Fund on Exhibit A. Such fees will be
computed daily and payable no later than the seventh (7th) business day
following the end of each month, from the Adviser or the Trust, calculated
at an annual rate based on the Subadviser Assets' average daily net assets.
The method of determining net assets of the Fund for purposes hereof shall
be the same as the method of determining net assets for purposes of establishing
the offering and redemption price of the Shares as described in the Fund's
Prospectus. If this Agreement shall be effective for only a portion of a month,
the aforesaid fee shall be prorated for the portion of such month during which
this Agreement is in effect.
Notwithstanding any other provision of this Agreement, the Subadviser may
from time to time agree not to impose all or a portion of its fee otherwise
payable hereunder (in advance of the time such fee or portion thereof would
otherwise accrue). Any such fee reduction may be discontinued or modified by the
Subadviser at any time.
6. Representations an Warranties of Subadviser.The Subadviser represents and
warrants to the Adviser and the Fund as follows:
(a) The Subadviser is registered a an investment adviser under the
Advisers Act;
(b) The Subadviser has filed a notice of exemption pursuant to Rule 4.14
under the Commodity Exchange Act (the "CEA") with the Commodity
Futures Trading Commission (the "CFTC") and the National Futures
Association ("NFA"), or is not required to file such exemption;
(c) The Subadviser is a corporation duly organized and validly existing
under the laws of the State of New York with the power to own and
possess its assets and carry on its business as it is now being
conducted;
(d) The execution, delivery and performance by the Subadviser of this
Agreement are within the Subadviser's powers and have been duly
authorized by all necessary action on the part of its shareholders,
and no action by or in respect of, or filing with, any governmental
body, agency or official is required on the part of the Subadviser for
the execution, delivery and performance by the Subadviser of this
Agreement, and the execution, delivery and performance by the
Subadviser of this Agreement do not contravene or constitute a default
under (i) any provision of applicable law, rule or regulation, (ii)
the Subadviser's governing instruments, or (iii) any agreement,
judgment, injunction, order, decree or other instrument binding upon
the Subadviser; and
(e) The Form ADV of the Subadviser previously provided to the Adviser is a
true and complete copy of the form as currently filed with the SEC and
the information contained therein is accurate and complete in all
material respects and does not omit to state any material fact
necessary in order to make the statements made, in light of the
circumstances under which they were made, not misleading.
7. Representations and Warranties of Adviser. The Adviser represents and
warrants to the Subadviser as follows:
(a) The Adviser is registered as an investment adviser under the Advisers
Act;
(b) The Adviser has filed a notice of exemption pursuant to Rule 4.14
under the CEA with the CFTC and the NFA or is not required to file
such exemption;
(c) The Adviser is a business trust duly organized and validly existing
under the laws of the State of Delaware with the power to own and
possess its assets and carry on its business as it is now being
conducted;
(d) The execution, delivery and performance by the Adviser of this
Agreement are within the Adviser's powers and have been duly
authorized by all necessary action on the part of its shareholders or
directors, and no action by or in respect of, or filing with any
governmental body, agency or official is required on the part of the
Adviser for the execution, delivery and performance by the Adviser of
this Agreement, and the execution, delivery and performance by the
Adviser of this Agreement do not contravene or constitute a default
under (i) any provision of applicable law, rule or regulation, (ii)
the Adviser's governing instruments, or (iii) any agreement, judgment,
injunction, order, decree or other instrument binding upon the
Adviser;
(e) The Form ADV of the Adviser previously provided to the Subadviser is a
true and complete copy of the form filed with the SEC and the
information contained therein is accurate and complete in all material
respects and does not omit to state any material fact necessary in
order to make the statements made, in light of the circumstances under
which they were made, not misleading; and
(f) The Adviser acknowledges that it received a copy of the Subadviser's
Form ADV prior to the execution of this Agreement.
8. Representations and Warranties of the Trust.The Trust represents and
warrants to the Adviser and the Subadviser as follows:
(a) The Trust is a business trust duly organized and validly existing
under the laws of the Commonwealth of Massachusetts with the power to
own and possess its assets and carry on its business as it is now
being conducted;
(b) The Trust is registered as an investment company under the 1940 Act
and the Fund's shares are registered under the Securities Act of 1933;
and
(c) The execution, delivery and performance by the Trust of this Agreement
are within the Trust's powers and have been duly authorized by all
necessary action on the part of the Trustees, and no action by or in
respect of or filing with, any governmental body, agency or official
is required on the part of the Trust for the execution, delivery and
performance by the Adviser of this Agreement, and the execution,
delivery and performance by the Trust of this Agreement do not
contravene or constitute a default under (i) any provision of
applicable law, rule or regulation, (ii) the Trust's governing
instruments, or (iii) any agreement, judgment, injunction, order,
decree or other instrument binding upon the Trust.
9. Survival of Representations and Warranties: Duty to Update Information. All
representations and warranties made by the Subadviser and the Adviser
pursuant to Sections 6, 7 and 8, respectively, shall survive for the
duration of this Agreement and the parties hereto shall promptly notify
each other in writing upon becoming aware that any of the foregoing
representations and warranties are no longer true.
10. Liability and Indemnification
(a) Liability. In the absence of willful misfeasance, bad faith or gross
negligence on its part in the performance of its duties or reckless
disregard of its obligation and duties hereunder, the Subadviser, any
affiliated person of the Subadviser and each person, if any, who
within the meaning of the Securities Act controls the Subadviser
("Controlling Persons") shall not be liable to the Adviser, the Trust
or the Fund or any of the Fund's shareholders for any error of
judgment or mistake of law or for any loss suffered by the Adviser or
the Fund in connection with the matters to which the Agreement
relates, and, in the absence of willful misfeasance, bad faith or
gross negligence on the part of the Adviser or a reckless disregard of
its duties hereunder, the Adviser, any affiliated person of the
Adviser and each of its Controlling Persons shall not be subject to
any liability to the Subadviser, for any act or omission in the case
of or connected with, rendering services hereunder or for any losses
that may be sustained in the purchase, holding or sale of Subadviser
Assets; provided, however, that nothing herein shall relieve Adviser
and the Subadviser from any of their respective securities obligations
under applicable law, including, without limitation, the federal and
state securities laws and the CEA.
(b) Indemnification.The Subadviser shall indemnify the Adviser and the
Trust, and their respective officers and directors and trustees, and
employees for any liability and expenses, including reasonable
attorneys' fees, which may be sustained as a result of the
Subadviser's willful misfeasance, bad faith, or gross negligence in
the performance of its duties, or reckless disregard of its duties
hereunder. Notwithstanding any other provision in this Agreement, the
Subadviser will indemnify the Adviser and the Trust, and their
respective Affiliated Persons and Controlling Persons for any
liability and expenses, including reasonable attorneys' fees, to which
they may be subjected as a result of the Subadviser providing
inaccurate historical performance calculations concerning the
Subadviser's composite account data or historical performance
information on similarly managed investment companies or accounts,
except that the Adviser and the Trust and their respective affiliated
persons and Controlling Persons shall not be indemnified for any
liability or expense resulting from their negligence or willful
misconduct in using such information.
The Adviser shall indemnify the Subadviser, its affiliated persons, its
Controlling Persons and its officers and directors, and employees for any
liability and expenses, including attorneys fees, which may be sustained as a
result of the Adviser's willful misfeasance, bad faith, gross negligence,
reckless disregard of its duties hereunder or violation of applicable law,
including, without limitation, the federal and state securities laws or the CEA.
11. Duration and Termination.
(a) Duration. Unless sooner terminated, this Agreement shall continue
until April 30, 2004, with respect to any Fund covered by the
Agreement initially and for an initial two-year period for any Fund
subsequently added to the Agreement, and thereafter shall continue
automatically for successive annual periods, provided such continuance
is specifically approved at least annually by the Trustees or vote of
the lesser of: (a) 67% of the shares of the Fund represented at a
meeting if holders of more than 50% of the outstanding shares of the
Fund are present in person or by proxy; or (b) more than 50% of the
outstanding shares of the Fund; provided that in either event its
continuance also is approved by a majority of the Trustees who are not
"interested persons" (as defined in the 0000 Xxx) of my party to this
Agreement, by vote cast in person at a meeting called for the purpose
of voting on such approval.
(b) Termination. Notwithstanding whatever may be provided herein to the
contrary, this Agreement may be terminated at any time, without
payment of any penalty:
(i) By vote of a majority of the Trustees, or by vote of a majority
of the outstanding voting securities of the Fund, or by the
Adviser, in each case, upon at least sixty (60) days' written
notice to the Subadviser;
(ii) By any party hereto immediately upon written notice to the other
parties in the event of a material breach of any provision of
this Agreement by any of the other parties; or
(iii) By the Subadviser upon at least 120 days' written notice to the
Adviser the Trust.
This Agreement shall not be assigned (as such term is defined in the 0000
Xxx) and shall terminate automatically in the event of its assignment or upon
the termination of the Advisory Agreement.
12. Duties of the Adviser. The Adviser shall continue to have responsibility
for all services to be provided to the Fund pursuant to the Advisory
Agreement and shall oversee and review the Subadviser's performance of its
duties under this Agreement. Nothing contained in this Agreement shall
obligate the Adviser to provide any funding or other support for the
purpose of directly or indirectly promoting investments in the Fund.
13. Reference to Subadviser. Neither the Adviser nor any Affiliate or agent of
it shall make reference to or use the name of Subadviser or any of its
Affiliates, or any of their clients, except references provided by
Subadviser to the Fund, which references shall not differ in substance from
those included in the Fund's Prospectus and this Agreement, in any
advertising or promotional materials without the prior approval of
Subadviser, which approval shall not be unreasonably withheld or delayed.
The Adviser hereby agrees to make all reasonable efforts to cause the Fund
and any affiliate thereof to satisfy the foregoing obligation.
14. Amendment.This Agreement may be amended by mutual consent of the parties,
provided that the terms of any material amendment shall be approved by: a)
the Trustees or by a vote of a majority of the outstanding voting
securities of the Fund (as required by the 0000 Xxx); and b) the vote of a
majority of those Trustees who are not "interested persons" of any party to
this Agreement cast in person at a meeting called for the purpose of voting
on such approval, if such approval is required by applicable law.
15. Confidentiality. Subject to the duties of the Adviser, the Fund and the
Subadviser to comply with applicable law, including any demand of any
regulatory or taxing authority having jurisdiction, the parties hereto
shall treat as confidential all information pertaining to the Fund and the
actions of the Subadviser, the Adviser and the Fund in respect thereof.
16. Notice. Any notice that is required to be given by the parties to each
other under the terms of this Agreement shall be in writing, delivered, or
mailed postpaid to the other party, or transmitted by facsimile with
acknowledgment of receipt, to the parties at the following addresses or
facsimile numbers, which may from time to time be changed by the parties by
notice to the other party:
(a) If to the Subadviser:
The Dreyfus Corporation
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: General Counsel
Facsimile: (000) 000-0000
(b) If to the Adviser:
Gartmore Mutual Fund Capital Trust
0000 Xxxxx Xxxx
Xxxxxxxxxxxx, XX 00000
Attention: Legal Department
Facsimile: (000) 000-0000
(c) If to the Trust;
Gartmore Variable Insurance Trust
0000 Xxxxx Xxxx
Xxxxxxxxxxxx, XX 00000
Attention: Legal Department
Facsimile: (000) 000-0000
17. Jurisdiction. This Agreement shall be governed by and construed to be in
accordance with substantive laws of the Commonwealth of Massachusetts
without reference to choice of law principles thereof and in accordance
with the 1940 Act, In the case of conflict, the 1940 act shall control.
18. Counterparts. This Agreement may be executed in one or more counterparts,
each of which shall be deemed an original all of which shall together
constitute one and the same instrument.
19. Certain Definitions. For the purposes of this Agreement and except as
otherwise provided herein "interested person," "affiliated person," and
"assignment" shall have their respective meanings as set forth in the 1940
Act, subject, however, to such exemptions as may be granted by the SEC.
20. Captions. The captions herein are included for convenience of reference
only and shall be ignored in the construction or interpretation hereof
21. Severability. If any provision of this Agreement shall be held or made
invalid by a court decision or applicable law, the remainder of the
Agreement shall not be affected adversely and shall remain in full force
and effect.
22. Gartmore Variable Insurance Trust and its Trustees.The terms "Gartmore
Variable Insurance Trust" and the "Trustees of Gartmore Variable Insurance
Trust" refer respectively to the Trust created and the Trustees, as
trustees but not individually or personally, acting from time to time under
a Declaration of Trust dated as of June 30, 1981, as has been or may be
amended from time to time, and to which reference is hereby made and a copy
of which is on file at the office of the Secretary of State of The
Commonwealth of Massachusetts and elsewhere as required by law, and to any
and all amendments thereto so filed or hereafter filed. The obligations of
the Trust entered into in the name or on behalf thereof by any of
Nationwide Separate Account Trust's Trustees, representatives, or agents
are not made individually, but only in their capacities with respect to
Gartmore Variable Insurance Trust; therefore actions are not binding upon
any of the Trustees, shareholders, or representatives of the Trust
personally, but bind only the assets of the Trust. All persons dealing with
any series of Shares of the Trust must look solely to the assets of the
Trust belonging to such series for the enforcement of any claims against
the Trust.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
day and year first written above.
TRUST
GARTMORE VARIABLE INSURANCE TRUST
By: XXXXX XXXXXXXXX
Name: Xxxxx Xxxxxxxxx
Title: Assistant Secretary
ADVISER
GARTMORE MUTUAL FUND CAPITAL TRUST
By: XXXXXX X. XXXXXXX
Name: Xxxxxx X. Xxxxxxx
Title: SVP - Chief Administrative
Officer
SUBADVISER
THE DREYFUS CORPORATION
By: XXXXXXX X. XXXXXXX
Name: Xxxxxxx X. Xxxxxxx
Title: Controller
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