INVESTMENT ADVISORY AGREEMENT
THIS AGREEMENT is made and entered into as of this 2nd day of May, 2005
between GARTMORE VARIABLE INSURANCE TRUST (the "Trust"), a Delaware statutory
trust, and GARTMORE MUTUAL FUND CAPITAL TRUST (the "Adviser"), a Delaware
statutory trust, registered under the Investment Advisers Act of 1940, as
amended (the "Advisers Act").
W I T N E S S E T H :
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 Trust desires to retain the Adviser to furnish certain
investment advisory services, as described herein, with respect to certain of
the series of the Trust, all as now are or may be hereafter listed on Exhibit A
to this Agreement (each, a "Fund"); and
WHEREAS, the Adviser represents that it is willing and possesses legal
authority to render such services subject to the terms and conditions set forth
in this Agreement.
NOW, THEREFORE, the Trust and the Adviser do mutually agree and promise as
follows:
1. Appointment as Adviser. The Trust hereby appoints the Adviser to act as
investment adviser to each Fund subject to the terms and conditions set forth in
this Agreement. The Adviser hereby accepts such appointment and agrees to
furnish the services hereinafter described for the compensation provided for in
this Agreement.
2. Duties of Adviser.
(a) Investment Management Services. (1) Subject to the supervision of the
Trust's Board of Trustees (and except as otherwise permitted under the
terms of any exemptive relief obtained by the Adviser from the Securities
and Exchange Commission, or by rule or regulation), the Adviser will
provide, or arrange for the provision of, a continuous investment program
and overall investment strategies for each Fund, including investment
research and management with respect to all securities and investments and
cash equivalents in each Fund. The Adviser will determine, or arrange for
others to determine, from time to time what securities and other
investments will be purchased, retained or sold by each Fund and will
implement, or arrange for others to implement, such determinations through
the placement, in the name of a Fund, of orders for the execution of
portfolio transactions with or through such Brokers or dealers as may be
so selected. The Adviser will provide, or arrange for the provision of,
the services under this
Agreement in accordance with the stated investment policies and
restrictions of each Fund as set forth in that Fund's current 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
Trust's Board of Trustees.
(2) Subject to the provisions of this Agreement and the 1940 Act and
any exemptions thereto, the Adviser is authorized to appoint one or more
qualified subadvisers (each a "Subadviser") to provide each Fund with
certain services required by this Agreement. Each Subadviser shall have
such investment discretion and shall make all determinations with respect
to the investment of a Fund's assets as shall be assigned to that
Subadviser by the Adviser and the purchase and sale of portfolio
securities with respect to those assets and shall take such steps as may
be necessary to implement its decisions. The Adviser shall not be
responsible or liable for the investment merits of any decision by a
Subadviser to purchase, hold, or sell a security for a Fund.
(3) Subject to the supervision and direction of the Trustees, the
Adviser shall (i) have overall supervisory responsibility for the general
management and investment of a Fund's assets; (ii) determine the
allocation of assets among the Subadvisers, if any; and (iii) have full
investment discretion to make all determinations with respect to the
investment of Fund assets not otherwise assigned to a Subadviser.
(4) The Adviser shall research and evaluate each Subadviser, if any,
including (i) performing initial due diligence on prospective Subadvisers
and monitoring each Subadviser's ongoing performance; (ii) communicating
performance expectations and evaluations to the Subadvisers; and (iii)
recommending to the Trust's Board of Trustees whether a Subadviser's
contract should be renewed, modified or terminated. The Adviser shall also
recommend changes or additions to the Subadvisers and shall compensate the
Subadvisers.
(5) The Adviser shall provide to the Trust's Board of Trustees such
periodic reports concerning a Fund's business and investments as the Board
of Trustees shall reasonably request.
(b) Compliance with Applicable Laws and Governing Documents. In the
performance of its duties and obligations under this Agreement, the
Adviser shall act in conformity with the Trust's Agreement and Declaration
of Trust, as from time to time amended and/or restated, and By-Laws, as
from time to time amended and/or restated, and the Prospectus and with the
instructions and directions received from the Trustees of the Trust 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.
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The Adviser acknowledges and agrees that subject to the supervision
and directions of the Trust's Board of Trustees, it shall be solely
responsible for compliance with all disclosure requirements under all
applicable federal and state laws and regulations relating to the Trust or
a Fund, including, without limitation, the 1940 Act, and the rules and
regulations thereunder, except that each Subadviser shall have liability
in connection with information furnished by the Subadviser to a Fund or to
the Adviser.
(c) Consistent Standards. It is recognized that the Adviser will
perform various investment management and administrative services for
entities other than the Trust and the Funds; in connection with providing
such services, the Adviser agrees to exercise the same skill and care in
performing its services under this Agreement as the Adviser exercises in
performing similar services with respect to the other fiduciary accounts
for which the Adviser has investment responsibilities.
(d) Brokerage. The Adviser is authorized, subject to the supervision
of the Trust's Board of Trustees, (1) to establish and maintain accounts
on behalf of each Fund with, and to place orders for the purchase and sale
of assets not allocated to a Subadviser, with or through, such persons,
brokers or dealers ("Brokers") as Adviser may select; and (2) to negotiate
commissions to be paid on such transactions. In the selection of such
Brokers and the placing of such orders, the Adviser shall seek to obtain
for a Fund 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 a Fund the most favorable price and
execution available, the Adviser, 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 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, the Adviser 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 a 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, as amended) to the
Adviser 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 if, but only if,
the Adviser determines in good faith that such commission was reasonable
in relation to the value of the brokerage and research services provided
by such Broker or dealer, viewed in terms of either that particular
transaction or the overall responsibilities of the Adviser with respect to
the accounts as to which it exercises investment discretion.
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It is recognized that the services provided by such Brokers may be
useful to the Adviser in connection with the Adviser's services to other
clients. On occasions when the Adviser deems the purchase or sale of a
security to be in the best interests of a Fund as well as other clients of
the Adviser, the Adviser, 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 Adviser in the
manner the Adviser considers to be the most equitable and consistent with
its fiduciary obligations to each Fund and to such other clients.
(e) Securities Transactions. The Adviser will not purchase
securities or other instruments from or sell securities or other
instruments to a Fund; provided, however, the Adviser may purchase
securities or other instruments from or sell securities or other
instruments to a 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 or any
exemption therefrom.
The Adviser agrees to observe and comply with Rule 17j-1 under the
1940 Act and the Trust's Code of Ethics, as the same may be amended from
time to time.
(f) Books and Records. In accordance with the 1940 Act and the rules
and regulations promulgated thereunder, the Adviser shall maintain
separate books and detailed records of all matters pertaining to the Funds
and the Trust (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
Adviser acknowledges that the Fund's Books and Records are property of the
Trust. In addition, the Fund's Books and Records shall be available to the
Trust at any time upon request and shall be available for telecopying
without delay to the Trust during any day that the Funds are open for
business.
3. Expenses. During the term of this Agreement, the Adviser 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 a
Fund. The Adviser 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 Adviser shall be responsible
for the expenses and costs for the officers of the Trust and the Trustees of the
Trust who are "interested persons" (as defined in the 0000 Xxx) of the Adviser.
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It is understood that the Trust will pay all of its own expenses
including, without limitation, (1) all charges and expenses of any custodian or
depository appointed by the Trust for the safekeeping of its cash, securities
and other assets, (2) all charges and expenses paid to an administrator
appointed by the Trust to provide administrative or compliance services, (3) the
charges and expenses of any transfer agents and registrars appointed by the
Trust, (4) the charges and expenses of independent certified public accountants
and of general ledger accounting and internal reporting services for the Trust,
(5) the charges and expenses of dividend and capital gain distributions, (6) the
compensation and expenses of Trustees of the Trust who are not "interested
persons" of the Adviser, (7) brokerage commissions and issue and transfer taxes
chargeable to the Trust in connection with securities transactions to which the
Trust is a party, (8) all taxes and fees payable by the Trust to Federal, State
or other governmental agencies, (9) the cost of stock certificates representing
shares of the Trust, (10) all expenses of shareholders' and Trustees' meetings
and of preparing, printing and distributing prospectuses and reports to
shareholders, (11) charges and expenses of legal counsel for the Trust in
connection with legal matters relating to the Trust, including without
limitation, legal services rendered in connection with the Trust's existence,
financial structure and relations with its shareholders, (12) insurance and
bonding premiums, (13) association membership dues, (14) bookkeeping and the
costs of calculating the net asset value of shares of the Trust's Funds, and
(15) expenses relating to the issuance, registration and qualification of the
Trust's shares.
4. Compensation. For the services provided and the expenses assumed with
respect to a Fund pursuant to this Agreement, the Adviser will be entitled to
the fee listed for each Fund on Exhibit A. Such fees will be computed daily and
payable monthly at an annual rate based on a Fund's average daily net assets.
The method of determining net assets of a 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 each 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 Adviser 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
Adviser at any time.
5. Representations and Warranties of Adviser. The Adviser represents and
warrants to the Trust as follows:
(a) The Adviser is registered as an investment adviser under the
Advisers Act;
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(b) The Adviser is a statutory trust duly organized, validly
existing and in good standing 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;
(c) 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 and/or 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 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;
(d) The Form ADV of the Adviser previously provided to the Trust is
a true and complete copy of the form, including that part or parts of the
Form ADV filed with the SEC, that part or parts maintained in the records
of the Adviser, and/or that part or parts provided or offered to clients,
in each case as required under the Advisers Act and rules thereunder, and
the information contained in such Form ADV 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.
6. Survival of Representations and Warranties; Duty to Update Information.
All representations and warranties made by the Adviser pursuant to Section 5
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.
7. Liability and Indemnification.
(a) Liability. 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 shall not be subject to any liability to a
Fund or the Trust, 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 Fund assets; provided, however, that
nothing herein shall relieve the Adviser from any of its obligations under
applicable law, including, without limitation, the federal and state
securities laws.
(b) Indemnification. The Adviser shall indemnify the Trust and its
officers and trustees, 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.
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8. Duration and Termination.
(a) Duration. Unless sooner terminated, this Agreement shall
continue until February 27, 2006 with respect to any Fund covered by this
Agreement initially and, for any Fund subsequently added to this
Agreement, an initial period of no more than two years that terminates on
the second February 27th that occurs following the effective date of this
Agreement with respect to such Fund, and thereafter shall continue
automatically for successive annual periods; provided that such
continuance is specifically approved at least annually by the Trust's
Board of Trustees or the vote of the lesser of (a) 67% of the shares of a
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; and provided further
that in either event its continuance also is approved by a majority of the
Trust's Trustees who are not "interested persons" (as defined in the 0000
Xxx) of any 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 by vote of a majority of the Trust's Board of
Trustees, or, with respect to a Fund, by "vote of a majority of the
outstanding voting securities" (as defined in the 0000 Xxx) of that Fund,
or by the Adviser, in each case, not less than sixty (60) days' written
notice to the other party.
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.
9. Services Not Exclusive. The services furnished by the Adviser hereunder
are not to be deemed exclusive, and the Adviser shall be free to furnish similar
services to others so long as its services under this Agreement are not impaired
thereby. It is understood that the action taken by the Adviser under this
Agreement may differ from the advice given or the timing or nature of action
taken with respect to other clients of the Adviser, and that a transaction in a
specific security may not be accomplished for all clients of the Adviser at the
same time or at the same price.
10. Amendment. This Agreement may be amended by mutual consent of the
parties, provided that the terms of each such amendment shall be approved by the
Trust's Board of Trustees or by a vote of a majority of the outstanding voting
securities of a Fund (as required by the 1940 Act).
11. Confidentiality. Subject to the duties of the Adviser and the Trust 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 a Fund and the Trust and the actions of the
Adviser and the Funds in respect thereof.
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12. 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 Adviser:
Gartmore Global Asset Management Trust
0000 Xxxxx Xxxx
Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000
Attention: Legal Department.
Facsimile: (000) 000-0000
(b) If to the Trust:
Gartmore Variable Insurance Trust
0000 Xxxxx Xxxx
Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000
Attention: Legal Department.
Facsimile: (000) 000-0000
13. Jurisdiction. This Agreement shall be governed by and construed to be
in accordance with substantive laws of the State of Delaware without reference
to choice of law principles thereof and in accordance with the 1940 Act. In the
case of any conflict, the 1940 Act shall control.
14. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, and all of which shall
together constitute one and the same instrument.
15. Certain Definitions. For the purposes of this Agreement, "interested
person," "affiliated person," "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.
16. Captions. The captions herein are included for convenience of
reference only and shall be ignored in the construction or interpretation
hereof.
17. 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.
18. 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 an
Agreement and Declaration of Trust, dated
- 8 -
as of September 30, 2004, as has been or may be amended from time to time, and
to which reference is hereby made.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
day and year first written above.
ADVISER:
GARTMORE MUTUAL FUND CAPITAL
TRUST
By:____________________________________
Name:
Title:
TRUST:
GARTMORE VARIABLE INSURANCE
TRUST
By:____________________________________
Name:
Title:
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Amended Exhibit A
Investment Advisory Agreement
Between Gartmore Variable Insurance Trust and
Gartmore Mutual Fund Capital Trust
Effective May 2, 2005
Funds of the Trust Advisory Fees
------------------ -------------
Gartmore GVIT Nationwide Fund 0.60% on assets up to $1 billion
(formerly Gartmore GVIT Total Return Fund) 0.575% on assets of $1 billion and more but less
than $2 billion
0.55% on assets of $1 billion and more but less
than $2 billion
0.525% on assets of $2 billion and more but less
than $5 billion
0.50% for assets of $5 billion and more
Gartmore GVIT Growth Fund 0.60% on assets up to $250 million
(formerly Capital Appreciation Fund) 0.575% on assets of $250 million and more but less
than $1 billion
0.55% on assets of $1 billion and more but less
than $2 billion
0.525% on assets of $2 billion and more but less
than $5 billion
0.50% for assets of $5 billion and more
Gartmore GVIT Government Bond Fund 0.50% on assets up to $250 million (formerly
Government Bond Fund) 0.475% on assets of $250 million and more but less
than $1 billion
0.45% on assets of $1 billion and more but less
than $2 billion
0.425% on assets of $2 billion and more but less
than $5 billion
0.40% for assets of $5 billion and more
Gartmore GVIT Money Market Fund 0.40% on assets up to $1 billion (formerly Money
Market Fund) 0.38% on assets of $1 billion and more but less
than $2 billion
0.36% on assets of $2 billion and more but less
than $5 billion
0.34% for assets of $5 billion and more
Gartmore GVIT Money Market Fund II 0.50% on assets up to $1 billion (formerly
Money Market Fund II) 0.48% on assets of $1 billion and more but less
than $2 billion
0.46% on assets of $2 billion and more but less
than $5 billion
0.44% for assets of $5 billion and more
X.X. Xxxxxx GVIT Balanced Fund 0.75% on assets up to $100 million (formerly
Nationwide Balanced Fund and 0.70% for assets of $100 million and more
X.X. Xxxxxx NSAT Balanced Fund)
- 10 -
Amended Exhibit A
Investment Advisory Agreement
Between Gartmore Variable Insurance Trust and
Gartmore Mutual Fund Capital Trust
Effective May 2, 2005
Funds of the Trust Advisory Fees
------------------ -------------
Xxxxxxxx GVIT Value Fund 0.80% on assets up to $50 million
(formerly Nationwide Equity Income Fund, 0.65% for assets of $50 million and more but less
Federated NSAT Equity Income Fund and) than $250 million
Federated GVIT Equity Income Fund) 0.60% on assets of $250 million and more but less
than $500 million
0.55% for assets of $500 million and more
Gartmore GVIT Worldwide Leaders Fund(2) 0.90% on assets up to $50 million
(formerly Nationwide Global Equity Fund and 0.85% for assets of $50 million and more
Nationwide Global 50 Fund)
Federated GVIT High Income Bond Fund 0.80% on assets up to $50 million
(formerly Nationwide High Income Bond Fund 0.65% for assets of $50 million and more but less
and Federated NSAT High Income Bond than $250 million
Fund) 0.60% on assets of $250 million and more but less
than $500 million
0.55% for assets of $500 million and more
Xxx Xxxxxx GVIT Multi Sector Bond Fund 0.75% on assets up to $200 million
(formerly Nationwide Multi Sector Bond Fund, 0.70% for assets of $200 million and more
MAS NSAT Multi Sector Bond Fund and
MAS GVIT Multi Sector Bond Fund)
Dreyfus GVIT Mid Cap Index Fund 0.30% on assets up to $250 million
(formerly Nationwide Mid Cap Index Fund, 0.29% for assets of $250 million and more but less
Nationwide Select Advisers Mid Cap Fund) than $500 million
and Dreyfus NSAT Mid Cap Index Fund) 0.28% on assets of $500 million and more but less
than $750 million
0.27% on assets of $750 million and more but less
than $1 billion
0.25% for assets of $1 billion and more
GVIT Small Cap Growth Fund 0.95% of the Fund's average daily net assets
(formerly Nationwide Select Advisers Small
Cap Growth Fund and Nationwide
Small Cap Growth Fund)
GVIT Small Cap Value Fund 0.90% on assets up to $200 million
(formerly Nationwide Small Cap Value Fund) 0.85% for assets of $200 million and more
Gartmore GVIT Mid Cap Growth Fund 0.75% on assets up to $200 million
(formerly Nationwide Strategic Growth Fund, 0.70% for assets of $200 million and more
Strong NSAT Mid Cap Growth Fund and
Strong GVIT Mid Cap Growth Fund)
- 11 -
Amended Exhibit A
Investment Advisory Agreement
Between Gartmore Variable Insurance Trust and
Gartmore Mutual Fund Capital Trust
Effective May 2, 2005
Funds of the Trust Advisory Fees
------------------ -------------
Nationwide GVIT Strategic Value Fund 0.90% of the Fund's average daily net assets
(formerly Nationwide Strategic Value Fund)
GVIT Small Company Fund 0.93% of the Fund's average daily net assets
(formerly Nationwide Small Company Fund)
Gartmore GVIT Global Technology and 0.88% on assets up to $500
Communications Fund(3) million
(formerly Gartmore NSAT Global Technology 0.83% on assets of $500 million or more but less
and Communications Fund) than $2 billion
0.78% for assets of $2 billion and more
Gartmore GVIT Global Health Sciences Fund(2) 0.90% on assets up to $500
(formerly Nationwide Global Life Sciences Fund II million
and Gartmore NSAT Global Health Sciences Fund) 0.85% on assets of $500 million or more but less
than $2 billion
0.80% for assets of $2 billion and more
Gartmore GVIT U.S. Growth Leaders Fund(2) 0.80% on assets up to $500 million
(formerly Gartmore GVIT U.S. Leaders Fund) 0.70% on the next $1.5 billion in assets
0.65% on assets of $2 billion and more
Gartmore GVIT Investor Destinations 0.13% of the Fund's average daily net assets
Aggressive Fund
(formerly NSAT Investor Destinations Aggressive Fund)
Gartmore GVIT Investor Destinations Moderately Aggressive Fund
(formerly NSAT Investor Destinations Moderately Aggressive Fund)
Gartmore GVIT Investor Destination Moderate Fund
(formerly NSAT Investor Destinations Moderate Fund)
Gartmore GVIT Investor Destinations Moderately Conservative Fund
(formerly NSAT Investor Destinations Moderately Conservative Fund)
Gartmore GVIT Investor Destinations Conservative Fund
(formerly NSAT Investor Destinations Conservative Fund)
Gartmore GVIT Nationwide Leaders Fund(2) 0.80% on assets up to $500 million
(formerly Gartmore GVIT U.S. Leaders Fund) 0.70% on the next $1.5 billion in assets
0.65% on assets of $2 billion and more
Gartmore GVIT Micro Cap Equity Fund 1.25% of the Fund's average daily net assets
Dreyfus GVIT International Value Fund 0.75% on assets up to $250 million
0.70% on assets of $250 million and more but less
than $2 billion
0.65% on assets of $2 billion and more
- 12 -
Gartmore GVIT Nationwide Principal Protected Fund(1) 0.40% of the Fund's average daily net assets during
Offering Period
0.60% of the Fund's average daily net assets
during Guarantee Period and Post Guarantee Period
(1) Fee Structure for the Gartmore GVIT Nationwide Principal Protected Fund.
The Fund has an Offering Period, a Guarantee Period and a Post Guarantee Period,
and the advisory fee varies during these periods. During the Guarantee Period,
if the Fund enters a "Zero Coupon Investment Period" as described in the Fund's
registration statement, the advisory fee will be decreased to 0.25% for the
remainder of the Guarantee Period.
(2) Performance Fees for the Gartmore GVIT Technology and Communications Fund;
Gartmore GVIT Global Health Sciences Fund; Gartmore GVIT Nationwide
Leaders Fund; Gartmore GVIT Worldwide Leaders Fund; and Gartmore GVIT U.S.
Growth Leaders Fund.
The base advisory fee for these Funds as set forth above is adjusted each
quarter beginning one year after implementation of the Performance Fee,
depending upon a Fund's investment performance for the 12 months preceding the
end of that month relative to the investment performance of each respective
Fund's benchmark as listed below. The base fee is either increased or decreased
proportionately by the following amounts at each breakpoint, based upon whether
a Fund has out-performed or under-performed its respective benchmark (using the
performance of each such Fund's Class III Shares to measure), by more or less
than a maximum of 500 basis points over the preceding rolling 12 month period as
follows:
+/- 100 bps under/outperformance 2bps
+/- 200 bps under/outperformance 4bps
+/- 300 bps under/outperformance 6bps
+/- 400 bps under/outperformance 8bps
+/- 500 bps or more under/outperformance 10bps
The investment performance of each Fund will be the sum of: (1) the change in
each Fund's value during such period; (2) the value of the Fund's cash
distributions (from net income and realized net gains) having an ex-dividend
date during such calculation period; and (3) the value of any capital gains
taxes paid or accrued during such calculation period for undistributed realized
long-term capital gains from the Fund. For this purpose, the value of
distributions per share of realized capital gains, of dividends per share paid
from investment income and of capital gains taxes per share reinvested in the
Fund will be the Fund's value in effect at the close of business on the record
date for the payment of such distributions and the date on which provision is
made for such taxes, after giving effect to such distribution, dividends and
taxes
Benchmark Index Performance:
t 6 0 The performance of each respective benchmark Index for a calculation
period, expressed as a percentage of each Index, at the beginning of such period
will be the sum of: (1) the change in the level of the Index during such period;
and (2) the value, as calculated consistent with the Index, of cash
distributions having an ex-dividend date during such period made by those
companies whose securities comprise the Index. For this purpose, cash
distributions on the securities that comprise the Index will be treated as if
they were reinvested in the Index at least as frequently as the end of each
calendar quarter following payment of the dividend.
Benchmark Indices:
1. Gartmore GVIT Global Technology and Xxxxxxx Xxxxx Technology Composite Index
Communications Fund
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2. Gartmore GVIT Global Health Sciences Fund Xxxxxxx Sachs Healthcare Index
3. Gartmore GVIT Nationwide Leaders Fund S&P 500 Index
4. Gartmore GVIT Worldwide Leaders Fund MSCI World Index
5. Gartmore GVIT U.S. Growth Leaders Fund S&P 500 Index
Dated as of May 2, 2005.
ADVISER:
GARTMORE GLOBAL ASSET
MANAGEMENT TRUST
By:________________________________
Name:
Title:
TRUST:
GARTMORE VARIABLE INSURANCE
TRUST
By:________________________________
Name:
Title:
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