EXHIBIT 22(h)(8)
FUND ADMINISTRATION AND TRANSFER AGENCY AGREEMENT
This Fund Administration and Transfer Agency Agreement (the "Agreement") is made
as of this 1st day of January, 2004, between Gartmore Variable Insurance Trust,
a Massachusetts business trust (the "Trust"), Gartmore SA Capital Trust, a
Delaware statutory business trust (the "Administrator") and Gartmore Investor
Services, Inc., an Ohio corporation (the "Transfer Agent").
WHEREAS, the Trust is a Massachusetts business trust, which operates as an
open-end management investment company and is registered under the Investment
Company Act of 1940, as amended (the "Investment Company Act");
WHEREAS, the Trust previously entered into a Fund Administration Agreement with
the Administrator and a Transfer and Dividend Disbursing Agent Agreement with
the Transfer Agent and now desires to restate in this Agreement the particular
terms under which the Administrator and the Transfer Agent, respectively,
previously performed the services covered under the prior two agreements;
WHEREAS, the Trust desires to continue to retain the Administrator to provide
the administrative and fund accounting services as described below with respect
to certain of the series of the Trust (the "Funds"), each of which as are now,
or may hereafter be, listed on Exhibit C to this Agreement, and the
Administrator is willing to render such services;
WHEREAS, the Trust desires to continue to retain the Transfer Agent to provide
certain transfer and dividend disbursing agency services as described below with
respect to the Funds, and the Transfer Agent is willing to render such services;
and
NOW, THEREFORE, in consideration of the premises and mutual covenants set forth
herein, the parties hereto agree as follows:
1. Appointment of Administrator and Transfer Agent and Services and Duties.
The Trust hereby appoints the Administrator as administrator of the Trust
and the Funds on the terms and conditions set forth in this Agreement; and
the Administrator hereby accepts such appointment and agrees to perform
the services and duties set forth in Exhibit A of this Agreement in
consideration of the compensation provided for in Section 4 hereof. The
services listed on Exhibit A, along with any additional services that the
Administrator shall agree in writing to perform for the Trust hereunder,
shall be referred to in this Agreement as "Administration Services."
Administration Services shall not include any duties, functions or
services to be performed for the Trust by the Trust's investment advisers,
subadvisers or custodian pursuant to their agreements with the Trust or by
the Transfer Agent pursuant to this Agreement.
The Trust hereby appoints the Transfer Agent as the transfer agent of the
Trust and the Funds on the terms and conditions set forth in this
Agreement, and the Transfer Agent hereby accepts such appointment and
agrees to perform the services and duties set forth in Exhibit B of this
Agreement in consideration of the compensation provided for in Section 4
hereof. The
services listed on Exhibit B, along with any additional services that the
Transfer Agent shall agree in writing to perform for the Trust hereunder,
shall be referred to in this Agreement as "Transfer Agency Services."
Transfer Agency Services shall not include any duties, functions or
services to be performed for the Trust by the Trust's investment advisers,
subadvisers or custodian pursuant to their agreements with the Trust or by
the Administrator pursuant to this Agreement.
Together the Administration Services and the Transfer Agency Services
shall be referred to as the "Services" in this Agreement.
When performing the Services to the Trust and the Funds, the Administrator
and the Transfer Agent will each comply with the provisions of the Trust's
Declaration of Trust, Bylaws, Code of Ethics and Registration Statements,
will safeguard and promote the welfare of the Trust and the Funds, and
will comply with the policies that the Trustees may from time to time
reasonably determine, provided that such policies are not in conflict with
this Agreement, the Trust's governing documents, or any applicable
statutes or regulations.
2. Subcontracting. The Administrator and Transfer Agent may each, at it's own
expense, subcontract with any entity or person concerning the provision of
the Services; provided, however that neither the Administrator or Transfer
Agent shall be relieved of any of its obligations under this Agreement by
the appointment of such subcontractor and provided further, that each of
the Administrator and Transfer Agent shall be responsible, to the extent
provided in sections 7 and 8, respectively, for all acts of such
subcontractor as if such acts were its own including any payment for
services provided by subcontractor.
3. Expenses. The Administrator and the Transfer Agent shall be responsible
for expenses incurred in providing the Services to the Trust, including
the compensation of the Administrator's and Transfer Agent's employees who
serve as officers of the Trust, except as provided for in Exhibit C. The
Trust (or the Trust's investment adviser) shall be responsible for all
other expenses of the Trust, including without limitation: (i) investment
advisory and subadvisory fees; (ii) interest and taxes; (iii) brokerage
commissions, short sale dividend expenses and other costs in connection
with the purchase or sale of securities and other investment instruments;
(iv) fees and expenses of the Trust's trustees, other than those who are
"interested persons" of the Administrator or investment adviser of the
Trust; (v) legal and audit expenses; (vi) custodian fees and expenses;
(vii) fees and expenses related to the registration and qualification of
the Trust and the Trust's shares for distribution under state and federal
securities laws; (viii) expenses of printing and mailing reports and
notices and proxy material to beneficial shareholders of the Trust; (ix)
all other expenses incidental to holding meetings of the Trust's
shareholders, including proxy solicitations therefor; (x) insurance
premiums for fidelity and other coverage; (xi) association membership
dues; (xii) such nonrecurring or extraordinary expenses as may arise,
including those relating to actions, suits or proceedings to which the
Trust is a party and the legal obligation which the Trust may have to
indemnify the Trust's trustees and officers with respect thereto.
4. Compensation. For the Services provided, the Trust hereby agrees to pay
and the Administrator and Transfer Agent hereby agree to accept as full
compensation for the services rendered hereunder the fee listed for the
Trust on Exhibit C. Such fees will be computed daily and payable monthly
at an annual rate based on a Fund's average daily net assets and will be
paid monthly as soon as practicable after the last day of each month.
In case of termination of this Agreement during any month, the fee for
that month shall be reduced proportionately on the basis of the number of
business days during which it is in effect, and the fee computed upon the
average net assets for the business days it is so in effect for that
month.
5. Anti-Money Laundering Program ("AML Program"). The Trust and the Transfer
Agent have each adopted and implemented anti-money laundering policies,
procedures and controls that comply and will continue to comply in all
respects with the requirements of anti-money laundering laws and
regulations applicable to investment companies. Each of the Trust and the
Transfer Agent will at all times during its relationship with the other
party strictly adhere to its respective anti-money laundering policies,
procedures and controls.
a. Anti-Money Laundering Policies. Each of the Trust and Transfer Agent
hereby represents and warrants that it has anti-money laundering
policies, and procedures that are in compliance with federal, state
and local laws and regulations applicable to investment companies,
as may be amended from time to time. Each of the Trust and Transfer
Agent hereby represents and warrants that it: 1) has a designated
compliance officer responsible for administering and enforcing its
anti-money laundering program; 2) will provide on-going training to
its employees in its anti-money laundering policies and procedures
and applicable anti-money laundering laws; 3) will periodically
audit its anti-money laundering program and 4) will consent to fully
cooperate with any federal examiner for the purposes of obtaining
records and information related to the AML Program for the Trust.
b. Account Opening Procedures. To the extent the Transfer Agent
receives and processes account applications for the Trust, the
Transfer Agent shall ensure each customer (as defined under 31 CFR
Section 103.131(a)(2) ("Customer") who is seeking to open an
"account" (as defined under 31 CFR Section 103.131(a)(1) ("Account")
provides the required data elements listed under 31 CFR Section
103.131(b)(2)(i) ("Identification Data"), prior to opening an
Account for a Customer. In addition, the Transfer Agent shall ensure
that each Customer receives the notice required under 31 CFR Section
103.131(b)(5) prior to opening the Customer's Account.
c. Due Diligence. To the extent that the Transfer Agent receives and
processes account applications, the Transfer Agent, using
documentary and non-documentary methods to verify some or all of the
Identification Data, shall, to the extent reasonable and
practicable, verify the identities of, and conduct due diligence
(and, where appropriate, enhanced due diligence) with regard to, all
Customers seeking to open an
Account and, where applicable based on a reasonable risk-based
assessment, the principal beneficial owners on whose behalf a
Customer is seeking to open an Account, in accordance with the
Transfer Agent's anti-money laundering policies, procedures and
controls, and this Agreement. Such methods must allow the Transfer
Agent to form a reasonable belief that it knows the true identity of
the Customer within a reasonable time frame after opening the
Account for the Customer. In the event that the Transfer Agent
cannot, within a reasonable period after opening an Account for a
Customer, verify the identity of the Customer or cannot form a
reasonable belief that it knows the true identity of the Customer,
the Transfer Agent will promptly notify the Trust and the Anti-Money
Laundering Compliance Officer of the Trust.
d. Anti-Money Laundering Records. To the extent that the Transfer Agent
receives and processes account applications, the Transfer Agent will
hold all identifying information of each Customer seeking to open an
Account and, where applicable based on a reasonable risk-based
assessment, the beneficial owners on whose behalf a a Customer is
seeking to open an Account, in accordance with the Transfer Agent's
anti-money laundering policies, procedures and controls, and this
Agreement, and maintain such information for at least five years
following an investor's final redemption from a Fund. In addition,
the Transfer Agent will create and maintain: (i) a description of
any document relied on to verify the Identification Data; (ii) a
description of the methods used and the results of such
verification; and (iii) a description of the resolution of any
substantive discrepancy discovered when verifying the identity of
any such customer. The Transfer Agent will maintain the information
listed in (i)-(iii) for a period of five years after such record was
made. The Transfer Agent shall promptly make such information
required under this sub-section d available to the Trust or federal
regulatory or law enforcement agencies upon proper request without
violating any privacy laws as described in Section 6.
e. Prohibited Customers. The Transfer Agent will take all reasonable
and practicable steps to ensure that it does not accept or maintain
investments in any Fund, either directly or indirectly, from the
following types of prohibited investors (collectively, "Prohibited
Investors"):
1) A person or entity whose name appears on:
(i) the List of Specially Designated Nationals and Blocked
Persons maintained by the U.S. Office of Foreign Assets
Control ("OFAC") and any other prohibited lists determined by
such office;
(ii) such other lists of prohibited persons and entities as
may be mandated by applicable U.S. law or regulation; or
(iii) such other lists of prohibited persons and entities as
may be provided to the Transfer Agent by the Trust;
2) A foreign shell bank (i.e., a bank with no physical presence
in any country) ("Foreign Shell Bank");
3) An offshore bank (i.e., a non-U.S. bank that is permitted to
conduct banking activities pursuant to a license issued by a foreign
jurisdiction that as a condition of the license, prohibits the
licensed entity from conducting banking activity with the citizens
or in the currency of the jurisdiction that issued the license)
("Offshore Bank")
4) A person or entity resident in, or whose subscription funds
originate from, a country or territory that appears on a list
maintained by the Financial Action Task Force on Money Laundering
("Non-Cooperative Jurisdiction"); or
5) A person or entity who gives the Transfer Agent reason to
believe that its subscription funds originate from, or are routed
through, an account maintained at a Foreign Shell Bank, an offshore
bank, or a bank organized or chartered under the laws of a
Non-Cooperative Jurisdiction.
f. Notification. The Transfer Agent will immediately notify the Trust
and the Anti-Money Laundering Compliance Officer of the Trust if it
knows, or has reason to suspect, that a prospective or existing
investor, or the principal beneficial owners on whose behalf a
prospective or existing investor has made or is attempting to make,
an investment, is a Prohibited Investor.
g. Suspicious Activity. In consultation with the Anti-Money Laundering
Compliance Officer of the Trust, and to the extent that investor
purchase and redemption orders are processed by the Transfer Agent,
the Transfer Agent shall develop and implement measures to monitor
investor activity in the Trust and will immediately notify the Trust
and the Anti-Money Laundering Compliance Officer of the Trust if it
becomes aware of any suspicious activity or pattern of activity or
any activity that may require further review to determine whether it
is suspicious.
h. Survivability. The provisions of this Anti-Money Laundering Section
(Section 5) shall survive the termination of the Agreement.
6. Privacy. Nonpublic personal financial information relating to shareholders
or prospective investors in the Funds provided by, or at the direction of
the Trust to the Administrator or Transfer Agent, or collected or retained
by the Administrator or Transfer Agent in the course of performing the
Services, shall be considered confidential information. The Administrator
or the Transfer Agent shall not give, sell or in any way transfer such
confidential information to any person or entity, other than affiliates of
the Administrator and Transfer Agent or other Trust service providers that
have a legitimate need for such information except at the
direction of the Trust or as required or permitted by law (including
applicable Anti-Money Laundering laws). The Administrator and Transfer
Agent each represent, warrant and agree that it has in place and will
maintain physical, electronic and procedural safeguards reasonably
designed to protect the security, confidentiality and integrity of, and to
prevent unauthorized access to or use of records and information relating
to shareholders or prospective investors in the Funds. The Trust
represents to the Administrator and the Transfer Agent that the Trust has
adopted a statement of its privacy policies and practices as required by
the Securities and Exchange Commission's Regulation S-P and the Trust
agrees to provide the Administrator and the Transfer Agent with a copy of
that statement annually.
7. Responsibility of Administrator.
a. The Administrator shall not be liable for any error of judgment or
mistake of law or for any loss suffered by the Trust in connection
with the matters to which this Agreement relates, except a loss
resulting from willful misfeasance, bad faith or negligence on its
part in the performance of its duties or from reckless disregard by
it of its obligations and duties under this Agreement. Any person,
even though also an officer, director, partner, employee or agent of
the Administrator, who may be or become an officer or trustee of the
Trust, shall be deemed, when rendering services to the Trust or
acting on any business of the Trust (other than services or business
in connection with the duties of the Administrator hereunder) in
accordance with his responsibilities to the Trust as such officer or
trustee, to be rendering such services to or acting solely for the
Trust and not as an officer, director, partner, employee or agent or
one under the control or direction of the Administrator even through
paid by the Administrator.
b. The Administrator shall be kept indemnified by the Trust and be
without liability for any action taken or thing done by it in
performing the Administration Services in accordance with the above
standards; provided, however, that the Trust will not indemnify the
Administrator for the portion of any loss or claim caused, directly
or indirectly, by the negligence, wilfull misfeasance or bad faith
of the Administrator or by the Administrator's reckless disregard of
its duties and obligations hereunder. In order that the
indemnification provisions contained in this Section 5 shall apply,
however, it is understood that if in any case the Trust may be asked
to indemnify or save the Administrator harmless, the Trust shall be
fully and promptly advised of all pertinent facts concerning the
situation in question, and it is further understood that the
Administrator will use all reasonable care to identify and notify
the Trust promptly concerning any situation which presents or
appears likely to present the probability of such a claim for
indemnification against the Trust. The Trust shall have the option
to defend the Administrator against any claim which may be the
subject of this indemnification. In the event that the Trust so
elects, it will so notify the Administrator and thereupon the Trust
shall take over complete defense of the claim, and the Administrator
shall in such situation initiate no further legal or other expenses
for which it shall seek indemnification under this Section. The
Administrator shall in no case confess any claim or make any
compromise or settlement in any case in which the Trust will be
asked to indemnify the Administrator except with the Trust's written
consent.
8. Responsibility of Transfer Agent.
a. The Transfer Agent shall not be liable for any error of judgment or
mistake of law or for any loss suffered by the Trust in connection
with the matters to which this Agreement relates, except a loss
resulting from willful misfeasance, bad faith or negligence on its
part in the performance of its duties or from reckless disregard by
it of its obligations and duties under this Agreement. Any person,
even though also an officer, director, partner, employee or agent of
the Transfer Agent, who may be or become an officer or trustee of
the Trust, shall be deemed, when rendering services to the Trust or
acting on any business of the Trust (other than services or business
in connection with the duties of the Transfer Agent hereunder) in
accordance with his responsibilities to the Trust as such officer or
trustee, to be rendering such services to or acting solely for the
Trust and not as an officer, director, partner, employee or agent or
one under the control or direction of the Transfer Agent even
through paid by the Transfer Agent.
b. The Transfer Agent shall be kept indemnified by the Trust and be
without liability for any action taken or thing done by it in
performing the Transfer Agency Services in accordance with the above
standards; provided, however, that the Trust will not indemnify the
Transfer Agent for the portion of any loss or claim caused, directly
or indirectly, by the negligence, wilfull misfeasance or bad faith
of the Transfer Agent or by the Transfer Agent's reckless disregard
of its duties and obligations hereunder. In order that the
indemnification provisions contained in this Section 5 shall apply,
however, it is understood that if in any case the Trust may be asked
to indemnify or save the Transfer Agent harmless, the Trust shall be
fully and promptly advised of all pertinent facts concerning the
situation in question, and it is further understood that the
Transfer Agent will use all reasonable care to identify and notify
the Trust promptly concerning any situation which presents or
appears likely to present the probability of such a claim for
indemnification against the Trust. The Trust shall have the option
to defend the Transfer Agent against any claim which may be the
subject of this indemnification. In the event that the Trust so
elects, it will so notify the Transfer Agent and thereupon the Trust
shall take over complete defense of the claim, and the Transfer
Agent shall in such situation initiate no further legal or other
expenses for which it shall seek indemnification under this Section.
The Transfer Agent shall in no case confess any claim or make any
compromise or settlement in any case in which the Trust will be
asked to indemnify the Transfer Agent except with the Trust's
written consent.
9. Duration and Termination.
a. This Agreement shall become effective as of the date first written
above. The Agreement may be terminated at any time, without payment
of any penalty, by either party upon 90 days' advance written notice
to the other party. The Agreement may also be terminated immediately
upon written notice to the other party in the event of a material
breach of any provision of this Agreement by such other party.
b. Upon the termination of this Agreement, the Trust shall pay to the
Administrator and Transfer Agent such compensation as may be payable
prior to the effective date of such termination. In the event that
the Trust designates a successor to any of the Administrator's or
Transfer Agent's obligations hereunder, the Administrator and/or
Transfer Agent shall, at the direction of the Trust, transfer to
such successor all relevant books, records and other data
established or maintained by the Administrator or the Transfer Agent
under the foregoing provisions.
10. Amendment. No provision of this Agreement may be changed, waived,
discharged or terminated orally, but only by an instrument in writing
signed by the party against which an enforcement of the change, waiver,
discharge or termination is sought.
11. Non-Exclusivity. The Services provided by the Administrator and the
Transfer Agent under the Agreement are not deemed to be exclusive. Both
the Administrator and the Transfer Agent are free to render such services
to others and to engage in any other business or activity.
12. Notices. Notices of any kind to be given to the Trust hereunder by the
Administrator or the Transfer Agent shall be in writing and shall be duly
given if delivered to the Trust at the following address:
Gartmore Variable Investment Trust
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Attn: Legal Department
Notices of any kind to be given to the Administrator hereunder by the
Trust or the Transfer Agent shall be in writing and shall be duly given if
delivered to the Administrator at:
Gartmore SA Capital Trust
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Attn: Legal Department
Notices of any kind to be given to the Transfer Agent hereunder by the
Trust or the Administrator shall be in writing and shall be duly given if
delivered to the Transfer Agent at:
Gartmore Investors Services, Inc.
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Attn: Legal Department
13. Miscellaneous. The captions in this Agreement are included for convenience
of reference only and in no way define or delimit any of the provisions
hereof or otherwise affect their construction or effect. If any provision
of this Agreement shall be held or made invalid by a court or regulatory
agency decision, statute, rule or otherwise, the remainder of this
Agreement shall not be affected thereby. Subject to the provisions of
Sections 7 and 8, hereof, this Agreement shall be binding upon and shall
inure to the benefit of the parties hereto and their respective
successors. This Agreement shall be governed by and construed to be in
accordance with substantive laws of the State of Ohio 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. 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 Gartmore
Variable Insurance Trust trustees, officers, employees or agents are not
made individually, but only in their capacities with respect to the Trust.
Such obligations are not binding upon any of the Trustees, shareholders,
officers, or employees 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 caused this instrument to be
executed by their officers designated below as of the day and year first above
written.
GARTMORE VARIABLE INSURANCE TRUST
By:_______________________________
Name:
Title:
GARTMORE SA CAPITAL TRUST
By:_______________________________
Name:
Title:
GARTMORE INVESTORS SERVICES, INC.
By:_______________________________
Name:
Title:
EXHIBIT A
GARTMORE MUTUAL FUNDS
Fund Administration and Transfer Agency Agreement
ADMINISTRATION SERVICES
As Administrator, and subject to the supervision and control of the
Trust's Board of Trustees, the Administrator will provide facilities,
equipment, and personnel to carry out the following administrative and
fund accounting services for operation of the business and affairs of the
Trust and each of the Funds covered by this Agreement:
a. Prepare, file, and maintain the Trust's governing documents,
including the Declaration of Trust, the Bylaws, minutes of meetings
of Trustees and shareholders;
b. Prepare for, conduct and facilitate shareholder meetings as well as
prepare, file, print and distribute proxy statements for meetings of
shareholders;
c. Prepare and file on a timely basis with the Securities and Exchange
Commission and the appropriate state securities authorities the
registration statements for the Trust, relating to the Funds and the
Funds' shares, and all amendments thereto, the Trust's reports
pursuant to Investment Company Act Rule 24f-2, prospectuses, proxy
statements, and such other documents as may be necessary or
convenient to enable the Trust to make continuous offering of the
Funds' shares and to conduct its affairs;
d. Assist the independent auditors in their audits of the Funds.
e. Compile and publicly disclose information on the proxy voting of
each of the Funds;
f. Prepare, negotiate, and administer contracts on behalf of the Funds
with, among others, the Trust's custodian and other third parties;
g. Supervise the Trust's custodian;
h. Advise the Trust and its Board of Trustees on matters concerning the
Funds and their affairs, prepare board materials for regularly
scheduled and special meetings of the Board of Trustees and make
arrangements for such meetings;
i. Prepare and have filed on a timely basis the Federal and State
income and other tax returns for the Funds;
j. Examine and review the operations of the Funds, and the Trust's
custodian, transfer agent and investment adviser and the Funds'
subadvisers, if any, to monitor and promote compliance with
applicable state and federal law;
k. Coordinate the layout and printing of publicly disseminated
prospectuses and reports;
l. Provide the Trust with office space and personnel;
m. Assist with the design, development, and operation of the Funds;
n. Provide individuals reasonably acceptable to the Trust's Board of
Trustees for nomination, appointment, or election as officers of the
Trust, who will be responsible for the management of certain of the
Trust's affairs as determined by the Trust's Board of Trustees;
o. Monitor the Trust's compliance with Section 817 and Sections 851
through 855 of the Internal Revenue Code of 1986, as amended, and
the regulations promulgated thereunder, so as to enable the Trust
and each Fund to comply with the diversification requirements
applicable to investments of variable contracts and for each to
maintain its status as a "regulated investment company;"
p. Obtain and keep in effect fidelity bonds and directors and
officers/errors and omission insurance policies for the Trust and
each of the Funds; and
q. Provide the Trust and each Fund with fund accounting services,
including but not limited to the following services:
1) keeping and maintaining the following books and records of the
Trust and each of the Funds pursuant to Rule 31a-1 under the
Investment Company Act, including:
a) journals containing an itemized daily record of all
purchase and sales of securities, all receipts and
disbursements of cash and all other debit and credits,
as required by Rule 31a-1(b)(1);
b) general and auxiliary ledgers reflecting all asset,
liability, reserve, capital, income and expense
accounts, including interest accrued and interest
received, as required by Rule 31a-1(b)(2)(i);
c) separate ledger accounts required by Rule
31a-1(b)(2)(ii) and (iii); and
d) a monthly trial balance of all ledger accounts (except
shareholder accounts) as required by Rule 31a-1(b)(8).
2) performing the following accounting services on a regular
basis for each Fund, as may be reasonably requested by the
Trust:
a) calculate the net asset value per share;
b) calculate the dividend and capital gain distribution, if
any;
c) calculate a Fund's yield and total return (to the extent
necessary or desirable);
d) reconcile cash movements with the Trust's custodian;
e) affirm to the Trust's custodian all portfolio trades and
cash movements;
f) verify and reconcile with the Trust's custodian all
daily trade activity;
g) provide such reports as may be required by the Trust;
h) prepare the Trust's financial statements, including
oversight of expense accruals and payments;
i) calculate the deviation between marked-to-market and
amortized cost valuations for any money market funds;
j) obtain security prices from independent pricing
services, or if such quotes are unavailable, then
determine such prices as provided for in the Trust's
valuation procedures;
k) post summary shareholder activity received from the
Transfer Agent and reconcile share balances, including
receivables and payables with the Transfer Agent on a
daily basis;
l) provide such other similar services with respect to a
Fund as may be reasonably requested by the Trust; and
m) develop the financial statements and other information
for the reports to shareholders and regulatory
authorities, including Form N-SAR and Form N-CSR.
3) Provide accounting reports in connection with the Trust's
annual audit, regulatory filings, compliance reporting, tax
reporting, total return calculations and other audits and
examinations by regulatory agencies.
4) Develop the financial statements and other information for the
reports to shareholders and regulatory authorities, including
Form N-SAR and Form N-CSR.
r. Assist in all aspects of the Funds' operations other than those
provided under other specific contracts.
The foregoing, along with any additional services that the Administrator
shall agree in writing to perform for the Trust hereunder, shall hereafter
be referred to as "Administration Services." In compliance with the
requirements of Rule 31a-3 under the Investment Company Act, the
Administrator hereby agrees that all records that it maintains for the
Trust are the property of the Trust and further agrees to surrender
promptly to the Trust any of such records upon the Trust's request. The
Administrator further agrees to preserve for the periods prescribed by
Investment Company Act Rule 31a-2 the records required to be maintained by
Investment Company Act Rule 31a-1. Administration Services shall not
include any duties, functions, or services to be performed for the Trust
by the Trust's investment adviser, custodian, or transfer agent pursuant
to their agreements with the Trust.
The Administrator acknowledges the importance of efficient and prompt
transmission of information to the life insurance companies affiliated
with the Administrator ("Nationwide") and other insurance companies. The
Administrator agrees to use its best efforts to meet the deadline for
transmission of pricing information presently set by Nationwide and other
omnibus account holders and such other time deadlines as may be
established from time to time in the future.
EXHIBIT B
GARTMORE MUTUAL FUNDS
Fund Administration and Transfer Agency Agreement
TRANSFER AGENCY SERVICES
1. In providing transfer agency services, the Transfer Agent shall:
a. Maintain all shareholder account records including the current name
and address, and number of shares and fractional shares owned by
each shareholder of a Fund;
b. Deposit and process all purchases on a daily basis;
c. Establish new accounts including procurement of tax identification
numbers;
d. Process all redemptions including systematic withdrawals;
e. Examine and process all legal changes in share registrations and
transfers of ownership;
f. Provide shareholder servicing support to respond to inquiries from
investors and representatives selling shares of the Funds; and
g. Issue and send confirmation statements and periodic account
statements.
2. The Transfer Agent shall act as the dividend disbursing agent and shall:
a. Calculate the shareholders' dividends and capital gains
distributions; and
b. Process dividend payments and capital gains distributions, including
the purchase of new shares through dividend reimbursement.
3. The Transfer Agent shall also:
a. Address and mail semi-annual reports, annual reports and
prospectuses;
b. Prepare and mail all necessary reports to investors, state and
federal authorities, including applicable Internal Revenue Service
forms;
c. Issue replacement checks and maintain a "Stop Payment" file;
d. Solicit tax identification numbers;
e. Provide comprehensive accounting controls and reconciliations of all
cash flow and settlement; and
f. Calculate applicable commissions on shareholder transactions.
As to the Transfer Agency Services, the Transfer Agent shall keep and maintain,
or provide for the keeping and maintenance, on behalf of the Trust all books and
records which the Trust is, or may be, required to keep and maintain pursuant to
applicable statutes, rules and regulations in providing such services, except
those specifically required to be retained by the Administrator as described in
Exhibit A. The Transfer Agent further agrees that all such books and records
shall be the property of the Trust and to make such books and records available
for inspection by the Trust or by the Securities and Exchange Commission at
reasonable times or otherwise to keep confidential all books and records and
other information relative to the Trust and its
shareholders, except when requested to divulge such information by
duly-constituted authorities or court process, or as requested by the Trust, a
shareholder or a shareholder's agent or the dealer of record with respect to
information concerning an account as to which such shareholder has either a
legal or beneficial interest.
EXHIBIT C
GARTMORE VARIABLE INSURANCE TRUST
Fund Administration and Transfer Agency Agreement
FEE SCHEDULE
FEES
The Trust shall pay fees to the Administrator and Transfer Agent, as set forth
in the schedule directly below, for the provision of services covered by this
Agreement. Fees will be computed daily and payable monthly at an annual rate
based on the aggregate amount of the Trust's average daily net assets. The Trust
will also be responsible for out-of-pocket expenses (including, but not limited
to, the cost of the pricing services that the Administrator utilizes) reasonably
incurred by the Administrator and the Transfer Agent in providing services to
the Trust. All fees and expenses shall be paid by the Trust to the Administrator
on behalf of the Administrator and the Transfer Agent.
Aggregate* Fee as a
Trust Asset Level(#) Percentage of Net Assets
-----------------------------------------------------------
Up to $1 billion 0.13%
$1 billion up to $3 billion 0.08%
$3 billion up to $8 billion 0.05%
$8 billion up to $10 billion 0.04%
$10 billion up to $12 billion 0.02%
$12 billion or more 0.01%
* Includes fund administration and transfer agency services.
# The assets of each of the GVIT Investor Destinations Funds (listed below) are
excluded from the Trust asset level amount in order to calculate this asset
based fee for the Trust. The GVIT Investor Destinations Funds do not pay any
part of this fee.
FUNDS OF THE TRUST
Gartmore GVIT Nationwide Fund (formerly Gartmore GVIT Total Return Fund)
Gartmore GVIT Growth Fund (formerly Capital Appreciation Fund)
Gartmore GVIT Government Bond Fund (formerly Government Bond Fund)
Gartmore GVIT Money Market Fund (formerly Money Market Fund)
Gartmore GVIT Money Market Fund II (formerly Gartmore GVIT Money Market Fund II)
▇.▇. ▇▇▇▇▇▇ GVIT Balanced Fund (formerly Nationwide Balanced Fund and ▇.▇.
▇▇▇▇▇▇ NSAT Balanced Fund)
▇▇▇▇▇▇▇▇ GVIT Value Fund (formerly Nationwide Equity Income Fund, Federated NSAT
Equity Income Fund and Federated GVIT Equity Income Fund)
Gartmore GVIT Worldwide Leaders Fund (formerly Nationwide Global Equity Fund and
Nationwide Global 50 Fund)
Federated GVIT High Income Bond Fund (formerly Nationwide High Income Bond Fund
and Federated NSAT High Income Bond Fund)
▇▇▇ ▇▇▇▇▇▇ GVIT Multi Sector Bond Fund (formerly Nationwide Multi Sector Bond
Fund, MAS NSAT Multi Sector Bond Fund and MAS GVIT Multi Sector Bond Fund)
GVIT Small Cap Value Fund (formerly Nationwide GVIT Small Cap Value Fund)
Dreyfus GVIT Mid Cap Index Fund (formerly Nationwide Mid Cap Index Fund and
Dreyfus NSAT Mid Cap Index Fund)
GVIT Small Cap Growth Fund (formerly Nationwide Select Advisers Small Cap Growth
Fund and Nationwide Cap Small Growth Fund)
Nationwide GVIT Strategic Value Fund (formerly Nationwide Strategic Value
Fund)**
Gartmore GVIT Mid Cap Growth Fund (formerly Nationwide Strategic Growth Fund,
Strong NSAT Mid Cap Growth Fund and Strong GVIT Mid Cap Growth Fund)
GVIT Small Company Fund (formerly Nationwide Small Company Fund)*
▇▇▇▇▇▇ GVIT Growth Focus Fund (formerly Nationwide Growth Focus Fund II and
▇▇▇▇▇▇ NSAT Growth Focus Fund)**
Gartmore GVIT Global Technology and Communications Fund (formerly Nationwide
Global Technology and Communications Fund II and Gartmore GVIT Global
Technology and Communications Fund)
Gartmore GVIT Global Health Sciences Fund (formerly Gartmore NSAT Global Health
Sciences Fund)
Gartmore GVIT Emerging Markets Fund (formerly Gartmore NSAT Emerging Markets
Fund)
Gartmore GVIT International Growth Fund (formerly Gartmore NSAT International
Growth Fund)
Gartmore GVIT European Leaders Fund (formerly Gartmore NSAT European Growth
Fund)
Gartmore GVIT Global Small Companies Fund (formerly Gartmore NSAT Global Small
Companies Fund)
Gartmore GVIT OTC Fund (formerly Gartmore NSAT OTC Fund)
Gartmore GVIT Asia Pacific Leaders Fund
Gartmore GVIT U.S. Growth Leaders Fund (formerly Gartmore GVIT U.S. Leaders
Fund)
Gartmore GVIT Global Financial Services Fund
Gartmore GVIT Global Utilities Fund
Gartmore GVIT Investor Destinations 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 Destinations 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 (formerly Gartmore GVIT U.S. Leaders Fund)
Gartmore GVIT Micro Cap Equity Fund
Dreyfus GVIT International Value Fund
GVIT Equity 500 Index Fund
Gartmore GVIT Developing Markets Fund
Gartmore GVIT Nationwide Principal Protected Fund
-----------------------
* This Fund's maximum aggregate fee is as follows:
Fund Asset Level Fee as a Percentage of Net Assets
---------------- ---------------------------------
Up to $250 million 0.08%
$250 million up to $1 billion 0.06%
$1 billion or more 0.05%
** Subject to shareholder approval, these Funds will be liquidated in April
2004 and removed from the agreement.