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EXHIBIT (n)(1)
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GARTMORE VARIABLE INSURANCE TRUST
(FORMERLY NATIONWIDE SEPARATE ACCOUNT TRUST)
RULE 18F-3 PLAN
(AMENDED EFFECTIVE MAY 1, 2002)
WHEREAS, Gartmore Variable Insurance Trust, a Massachusetts business trust
(the "Trust"), is an open-end management investment company registered under the
Investment Company Act of 1940, as amended (the "1940 Act");
WHEREAS, the following have been designated as the series and classes of
the Trust:
SERIES CLASSES
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Gartmore GVIT Total Return Fund. . . . . . . . . . . . . Class I, Class II, Class III
(formerly Total Return Fund)
Gartmore GVIT Growth Fund. . . . . . . . . . . . . . . . Class I
(formerly Capital Appreciation Fund)
Gartmore GVIT Government Bond Fund . . . . . . . . . . . Class I, Class II, Class III
(formerly Government Bond Fund)
Gartmore GVIT Money Market Fund. . . . . . . . . . . . . Class I
(formerly Money Market Fund)
GVIT Small Company Fund. . . . . . . . . . . . . . . . . Class I, Class II, Class III
(formerly Nationwide Small Company Fund)
▇.▇. ▇▇▇▇▇▇ GVIT Balanced Fund . . . . . . . . . . . . . Class I
(formerly ▇.▇. ▇▇▇▇▇▇ NSAT Balanced Fund)
Federated GVIT Equity Income Fund. . . . . . . . . . . . Class I
(formerly Federated NSAT Equity Income Fund)
Gartmore GVIT Worldwide Leaders Fund . . . . . . . . . . Class I, Class II, Class III
(formerly Nationwide Global 50 Fund)
Federated GVIT High Income Bond Fund . . . . . . . . . . Class I, Class III
(formerly Federated NSAT High Income Bond Fund)
MAS GVIT Multi Sector Bond Fund. . . . . . . . . . . . . Class I, Class III
(formerly MAS NSAT Multi Sector Bond Fund)
GVIT Small Cap Value Fund. . . . . . . . . . . . . . . . Class I, Class II, Class III
(formerly Nationwide Small Cap Value Fund)
Dreyfus GVIT Mid Cap Index Fund. . . . . . . . . . . . . Class I, Class II, Class III
(formerly Dreyfus NSAT Mid cap Index Fund)
GVIT Small Cap Growth Fund . . . . . . . . . . . . . . . Class I, Class II, Class III
(formerly Nationwide Small Cap Growth Fund)
Strong GVIT Mid Cap Growth Fund. . . . . . . . . . . . . Class I, Class III
(formerly Strong NSAT Mid Cap Growth Fund)
▇▇▇▇▇▇ GVIT Growth Focus Fund. . . . . . . . . . . . . . Class I, Class II, Class III
(formerly ▇▇▇▇▇▇ NSAT Growth Focus Fund)
Gartmore NSAT Millennium Growth Fund . . . . . . . . . . Class I, Class II
(formerly Gartmore NSAT Millennium Growth Fund)
Gartmore GVIT Global Technology and Communications Fund. Class I, Class II, Class III
(formerly Gartmore NSAT Global Technology and
Communications Fund)
Gartmore GVIT Global Health Sciences Fund. . . . . . . . Class I, Class II, Class III
(formerly Gartmore NSAT Global Health Sciences
Fund)
Gartmore GVIT Emerging Markets Fund1 . . . . . . . . . . Class I, Class II, Class III
(formerly Gartmore NSAT Emerging Markets Fund)
Gartmore GVIT International Growth Fund1 . . . . . . . . Class I, Class II, Class III
(formerly Gartmore NSAT International Growth Fund)
Gartmore GVIT Global Leaders Fund1 . . . . . . . . . . . Class I
(formerly Gartmore NSAT Global Leaders Fund)
Gartmore GVIT European Leaders Fund1 . . . . . . . . . . Class I, Class II, Class III
Gartmore GVIT Global Small Companies Fund1 . . . . . . . Class I
(formerly Gartmore NSAT Global Small Companies Fund)
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Gartmore GVIT OTC Fund1. . . . . . . . . . . . . . . . . Class I
(formerly Gartmore NSAT OTC Fund)
Gartmore GVIT Asia Pacific Leaders Fund1 . . . . . . . . Class I, Class II, Class III
Gartmore GVIT U.S. Leaders Fund. . . . . . . . . . . . . Class I, Class II, Class III
Gartmore GVIT U.S. Growth Leaders Fund . . . . . . . . . Class I, Class II, Class III
Gartmore GVIT Global Financial Services Fund1. . . . . . Class I, Class II, Class III
Gartmore GVIT Global Utilities Fund1 . . . . . . . . . . Class I, Class II, Class III
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1 Each of these Funds is a "GGAMT-advised Fund."
WHEREAS, Gartmore Mutual Fund Capital Trust (formerly Villanova Mutual Fund
Capital Trust) ("GMFCT") serves as investment adviser for each of the series
except for the GGAMT-advised Funds;
WHEREAS, Gartmore Global Asset Management Trust (formerly Villanova Global
Asset Management Trust) ("GGAMT") serves as investment adviser for each of the
GGAMT-advised Funds listed above;
WHEREAS, Gartmore Distribution Services, Inc. ("GDSI") will serve as
underwriter as soon as the Underwriting Agreement is transferred to GDSI, but no
earlier than May 1, 2001, and Nationwide Securities, Inc. (formerly Nationwide
Advisory Services, Inc.) will serve as underwriter beginning May 1, 2001, if
necessary, until GDSI become underwriter, and Gartmore SA Capital Trust
(formerly Villanova SA Capital Trust) serves as fund administrator for the
series of the Trust;
WHEREAS, the Trust has adopted a Distribution Plan ("12b-1 Plan") under
Rule 12b-1 of the 1940 Act providing for:
(1) in the case of Class II shares of the Funds, fees of not more than 0.25%
per annum of average net assets;
WHEREAS, redemption fees will be charged by Class III shares of the
Gartmore GVIT Total Return Fund, Gartmore GVIT Government Bond Fund, GVIT Small
Company Fund, Federated GVIT High Income Bond Fund, MAS GVIT Multi Sector Bond
Fund, GVIT Small Cap Value Fund, Dreyfus GVIT Mid Cap Growth Fund, GVIT Small
Cap Growth Fund, Strong GVIT Mid Cap Growth Fund, ▇▇▇▇▇▇ GVIT Growth Focus Fund,
Gartmore GVIT Global Technology & Communications Fund, Gartmore GVIT Emerging
Markets Fund, Gartmore GVIT International Growth Fund, Gartmore GVIT Global
Health Sciences Fund, Gartmore GVIT European Leaders Fund, Gartmore GVIT Asia
Pacific Leaders Fund, Gartmore GVIT U.S. Leaders Fund, Gartmore GVIT U.S. Growth
Leaders Fund, Gartmore GVIT Global Financial Services Fund, Gartmore GVIT
Worldwide Leaders Fund and Gartmore GVIT Global Utilities Fund These fees will
be limited to a maximum of 2.00%, or the limit currently required by the
Securities Exchange Commission, and the structure of these fees will be stated
in each applicable Fund's prospectus.
WHEREAS, the Trust has adopted an Administrative Services Plan providing
for fees of not more than 0.25% per annum of average net assets of a Class of
Shares of the Funds;
WHEREAS, Rule 18f-3 under the 1940 Act permits an open-end management
investment company to issue multiple classes of voting stock representing
interests in the same portfolio notwithstanding Sections 18(f)(1) and 18(i)
under the 1940 Act if, among other things, such investment company adopts a
written plan setting forth the separate arrangements and expense allocation of
each class and any related conversion features or exchange privileges;
NOW, THEREFORE, the Trust, wishing to be governed by Rule 18f-3 under the
1940 Act, hereby adopts this Rule 18f-3 Plan as follows:
1. Each class of shares of a series will represent interests in the same
portfolio of investments of such series of the Trust, and be identical
in all respects to each other class of that series, except as set
forth below. The only differences among the various classes of shares
of the series of the Trust will relate solely to (a) different
distribution or service fee payments associated with any Rule 12b-1
Plan for a particular class of shares and any other costs relating to
implementing or amending such Plan (including obtaining shareholder
approval of such Plan or any amendment thereto), which will be borne
solely by shareholders of such class; and (b) different administrative
service fees associated with any Administrative Services Plan; (c)
different Class Expenses, which will be limited to the following
expenses as determined by the Trustees to be attributable to a
specific class of shares: (i) transfer agency fees identified as being
attributable to a specific class; (ii) printing and postage expenses
related to preparing and distributing materials such as shareholder
reports, prospectuses, and proxy statements to current shareholders of
a specific class; (iii) Blue Sky notification and/or filing fees
incurred by a class of shares; (iv) SEC registration fees incurred by
a class; (v) expenses of administrative personnel and services as
required to support the shareholders of a specific class; (vi)
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litigation or other legal expenses and audit or other accounting
expenses relating solely to one class; (vii) Trustee fees or expenses
incurred as a result of issues relating to one class; and (viii)
shareholder meeting costs that relate to a specific class; (d) the
voting rights related to any 12b-1 Plan affecting a specific class of
shares or related to any other matter submitted to shareholders in
which the interests of a Class differ from the interests of any other
Class; (e) conversion features; (f) exchange privileges; and (g) class
names or designations. Any additional incremental expenses not
specifically identified above that are subsequently identified and
determined to be properly applied to one class of shares of a series
of the Trust shall be so applied upon approval by a majority of the
Trustees of the Trust, including a majority of the Trustees who are
not interested persons of the Trust.
2. Under the Multiple Class Distribution System, certain expenses may be
attributable to the Trust, but not to a particular series or class
thereof. All such expenses will be allocated among series based upon
the relative aggregate net assets of such series. Expenses that are
attributable to a particular series, but not to a particular class
thereof, and income, realized gains and losses, and unrealized
appreciation and depreciation will be allocated to each class based on
its net asset value relative to the net asset value of the fund if
such series does not pay daily dividends and if the series does pay
daily dividends on the basis of the settled shares method (as
described in Rule 18f-3(c)(iii). Notwithstanding the foregoing, the
principal underwriter, the investment adviser or other provider of
services to the Trust may waive or reimburse the expenses of a
specific class or classes to the extent permitted under Rule 18f-3
under the 1940 Act and pursuant to any applicable ruling, procedure or
regulation of the Internal Revenue Service.
A class of shares may be permitted to bear expenses that are
directly attributable to such class including: (a) any
distribution/service fees associated with any Rule 12b-1 Plan for a
particular class and any other costs relating to implementing or
amending such Plan (including obtaining shareholder approval of such
plan or any amendment thereto); (b) any administrative services fees
associated with any administrative services plan for a particular
class and any other costs relating to implementing or amending such
plan (including obtaining shareholder approval of such plan or any
amendment thereto) attributable to such class; and (c) any Class
Expenses determined by the Trustees to be attributable to such class.
3. To the extent exchanges are permitted, shares of any class of the
Trust will be exchangeable with shares of the same class of another
series of the Trust, or with money market fund shares of the Trust as
described in the applicable prospectus. Exchanges will comply with all
applicable provisions of Rule 11a-3 under the 1940 Act.
4. Dividends paid by a series of the Trust as to each class of its
shares, to the extent any dividends are paid, will be calculated in
the same manner, at the same time, on the same day, and will be in the
same amount, except that any distribution/service fees, administrative
services fees, and Class Expenses allocated to a class will be borne
exclusively by that class.
5. Any distribution arrangement of the Trust, including distribution fees
and front-end and deferred sales loads, will comply with Section 2830
of the Conduct Rules of the National Association of Securities
Dealers, Inc.
6. The initial adoption of, and all material amendments, to this 18f-3
Plan must be approved by a majority of the members of the Trust's
Trustees, including a majority of the Board members who are not
interested persons of the Trust.
7. Prior to the initial adoption of, and any material amendments to, this
18f-3 Plan, the Trust's Trustees shall request and evaluate, and any
agreement relating to a class arrangement shall require the parties
thereto to furnish, such information as may be reasonably necessary to
evaluate the 18f-3 Plan.
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