FUND ADMINISTRATION AND TRANSFER AGENCY AGREEMENT
As Amended and Restated
January 1, 2005
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 in December 2003 restated 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 and the Administrator now desire to amend and restate the
Agreement to address the reimbursement by the Trust to the Administrator of the
Trust's allocable portion of certain fees, costs and expenses attributable to
the Trust's compliance program under Rule 38a-1 of the Investment Company Act;
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.
Notwithstanding the foregoing, to the extent the Administrator or Transfer
Agent desires to subcontract to any entity or person all or a portion of
the Services referenced in paragraph r of Exhibit A, the fees, expenses
and costs of such subcontractor shall be allocated between (a) the
Administrator or Transfer Agent and (b) the Trust, in accordance with the
provisions of paragraph r of Exhibit A, provided the engagement and
retention of the subcontractor and the terms thereof with respect to such
subcontractor's services to the Trust are approved in advance of such
engagement and retention by the Board of Trustees of the Trust or a
Committee of the Board of Trustees of the Trust with delegated authority
to approve such engagement and retention.
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, and
except to the extent such expenses are not otherwise required to be
reimbursed or paid by the Trust in this section 3 or Exhibit A. The Trust
(or the Trust's investment advisers pursuant to their respective Advisory
Agreements) 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) the allocable portion of
the fees, expenses and costs attributable to the development,
implementation, preparation, administration, monitoring, reviewing and
testing of the Trust's compliance program under rule 38a-1 of the
Investment Company Act, as more fully described in paragraph r of Exhibit
A; and (xiii) 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
ss. 103.131(a)(2) ("Customer") who is seeking to open an "account"
(as defined under 31 CFR ss. 103.131(a)(1) ("Account") provides the
required data elements listed under 31 CFR ss. 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 ss. 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 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, wilful 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, wilful 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. Develop, prepare, implement, administer, monitor, review and test
the Trust's policies and procedures under rule 38a-1 of the
Investment Company Act; provided that, notwithstanding the
provisions of paragraph j above, the Trust shall reimburse the
Administrator for the allocable portion of the fees, expenses and
costs incurred by the Administrator (including the allocable portion
of compensation paid to employees of Administrator who are not
officers of the Trust and the allocable portion of any costs, fees
or expenses of subcontractors in accordance with Section 2 of the
Agreement) in performing the Services described in this paragraph r,
in the proportion that the benefits of such services inure to the
Trust and provided that such allocation of fees, costs and expenses
related to the Trust is approved by the Board of Trustees of the
Trust or by a Committee of the Board with delegated authority to
approve such allocation.
s. 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 0.15%
$1 billion up to $3 billion 0.10%
$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.