Exhibit No. EX-99.23(h)(10)
FEE WAIVER AGREEMENT
GARTMORE VARIABLE INSURANCE TRUST
FEE WAIVER AGREEMENT, effective as of May 1, 2006, by and between
GARTMORE SA CAPITAL TRUST (the "Service Provider") and GARTMORE VARIABLE
INSURANCE TRUST, a Delaware statutory trust (the "Trust"), on behalf of each of
the funds listed on Exhibit A hereto (each, a "Fund").
WHEREAS, the Trust is registered under the Investment Company Act of
1940, as amended (the "1940 Act"), as an open end management company of the
series type, and each Fund is a separate series of the Trust; and
WHEREAS, the Trust and the Service Provider have entered into a
Master-Feeder Services Agreement (hereinafter, the "Services Agreement"),
pursuant to which the Service Provider renders "Master-Feeder Services" (as
these services are identified in the Services Agreement) to each Fund for
compensation based on the value of the average daily net assets of that Fund;
and
WHEREAS, the Trust and the Service Provider have determined that it is
appropriate and in the best interests of each Fund and the Fund's shareholders
to maintain the expenses of the Fund at a level below the level to which that
Fund would otherwise be subject.
NOW, THEREFORE, the parties hereto agree as follows:
1. FEE WAIVER AMOUNT:
1.1. The "Fee Waiver Amount" (as this amount is identified in the Services
Agreement) shall be 0.15% of the fees charged under the Services Agreement. The
parties hereby agree that this waiver amount shall not be increased until at
least May 1, 2007.
2. TERM AND TERMINATION OF AGREEMENT:
2.1. This Agreement initially shall continue until May 1, 2007, for any
Fund covered by the Agreement and from year-to-year thereafter; PROVIDED, that
said continuance is specifically approved by a majority of the Trustees of the
Trust who (i) are not "interested persons" of the Trust or any other party to
this Agreement, as that term is defined in Section 2(a) 19) of the 1940 Act, and
(ii) have no direct or indirect financial interest in the operation of this
Agreement (hereinafter, the "Independent Trustees").
3. MISCELLANEOUS:
3.1. CAPTIONS. The captions in this Agreement are included for
convenience of reference only and in no other way define or delineate any of the
provisions hereof or otherwise affect their construction or effect.
3.2. INTERPRETATION. Nothing herein contained shall be deemed to
require the Trust or a Fund to take any action contrary to the Trust's Agreement
and Declaration of Trust or By-Laws, or any applicable statutory or regulatory
requirement to which the Trust or Fund is subject or by which the Trust or Fund
is bound, or to relieve or deprive the Trust's Board of Trustees of the Board's
responsibility for and control of the conduct of the affairs of the Trust or the
Fund.
3.3. DEFINITIONS. Any question of interpretation of any term or
provision of this Agreement, including, but not limited to, the Master-Feeder
Services fee provided for in the Services Agreement, the computations of net
asset values, and the allocation of expenses, having a counterpart in or
otherwise derived from the terms and provisions of the Services Agreement or the
1940 Act, shall have the same meaning as and be resolved by reference to said
Services Agreement or the 1940 Act.
IN WITNESS WHEREOF, the parties have caused this Agreement to be signed
by their respective officers thereunto duly authorized and their respective
corporate seals to be hereunto affixed, as of the day and year first above
written.
GARTMORE VARIABLE INSURANCE TRUST
By:
-----------------------------------
Name:
Title:
GARTMORE SA CAPITAL TRUST
By:
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Name:
Title:
EXHIBIT A
TO THE EXPENSE WAIVER AGREEMENT BETWEEN
GARTMORE VARIABLE INSURANCE TRUST
AND
GARTMORE SA CAPITAL TRUST
May 1, 2006
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NAME OF FUND EXPENSE WAIVERS
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American Funds GVIT Growth Fund 0.15%
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American Funds GVIT Global Growth Fund 0.15%
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American Funds GVIT Asset Allocation Fund 0.15%
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American Funds GVIT Bond Fund 0.15%
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* Effective until at least May 1, 2007. These expense waivers of the fees
charged under the Master-Feeder Services Agreement between Gartmore
Variable Insurance Trust and Gartmore SA Capital Trust may be revised to
decrease the waivers after the expiration of the agreed-upon term of this
Fee Waiver Agreement, if said revision is mutually agreed upon by the
parties. These expense waivers also may be revised to increase the waivers
at any time if mutually-agreed upon by the parties.
A-1
