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EXHIBIT (n)(2)
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GARTMORE VARIABLE INSURANCE TRUST
RULE 18f-3 PLAN
(Amended Effective _________, 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
Gartmore GVIT Total Return Fund Class I, Class II, Class III, Class IV
(formerly Total Return Fund)
Gartmore GVIT Growth Fund Class I, Class IV
(formerly Capital Appreciation Fund)
Gartmore GVIT Government Bond Fund Class I, Class II, Class III, Class IV
(formerly Government Bond Fund)
Gartmore GVIT Money Market Fund Class I, Class IV, Class V
(formerly Money Market Fund)
GVIT Small Company Fund Class I, Class II, Class III, Class IV
(formerly Nationwide Small Company Fund)
▇.▇. ▇▇▇▇▇▇ GVIT Balanced Fund Class I, Class IV
(formerly ▇.▇. ▇▇▇▇▇▇ NSAT Balanced Fund)
▇▇▇▇▇▇▇▇ GVIT Value Fund Class I, Class IV
(formerly Federated NSAT Equity Income Fund
and Federated GVIT Equity Income Fund)
Gartmore GVIT Worldwide Leaders Fund Class I, Class II
(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, Class IV
(formerly Nationwide Small Cap Value Fund)
Nationwide GVIT Strategic Value Fund Class I
(formerly Nationwide Strategic Value Fund)
Nationwide Income Fund Class I
Dreyfus GVIT Mid Cap Index Fund Class I, Class III
(formerly Dreyfus NSAT Mid Cap Index Fund)
GVIT Small Cap Growth Fund Class I, Class II, Class III
(formerly NSAT 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 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 Nationwide Leaders Fund Class I, Class II, Class III
(formerly Gartmore GVIT U.S. Leaders Fund)
Gartmore GVIT U.S. Growth Leaders Fund Class I, Class II, Class III
(formerly Gartmore GVIT U.S. Leaders Fund)
Gartmore GVIT Global Financial Services Fund1 Class I, Class II, Class III
Gartmore GVIT Global Utilities Fund1 Class I, Class II, Class III
Gartmore GVIT Micro Cap Equity Fund Class I, Class II, Class III
Gartmore GVIT Mid Cap Growth Fund Class I, Class II, Class IV
Dreyfus GVIT International Value Fund Class I, Class II, Class III, Class IV
GVIT Equity 500 Index Fund Class I, Class II, Class IV
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1 Each of these Funds is a "GGAMT-advised Fund."
WHEREAS, Gartmore Mutual Fund Capital Trust ("GMF") serves as investment adviser
for each of the series except for the GGAMT-advised Funds;
WHEREAS, Gartmore Global Asset Management Trust ("GGAMT") serves as investment
adviser for each of the GGAMT-advised Funds listed above;
WHEREAS, Nationwide Securities, Inc. (formerly Nationwide Advisory Services,
Inc.) ("NSI") currently serves as underwriter and Gartmore Distribution
Services, Inc. ("GDSI") will serve as underwriter as soon as the Underwriting
Agreement is transferred to GDSI, and Gartmore 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 Global
Utilities Fund and Gartmore GVIT Micro Cap Equity 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 the average daily net assets of the
Class I, Class II or Class III shares of the Funds, 0.20% of the average daily
net assets of the Class IV shares of the Funds and 0.10% of the average daily
net assets of the Class V shares of the Funds;
WHEREAS, the Class IV shares of the Gartmore GVIT Total Return Fund, Gartmore
GVIT Growth Fund, ▇▇▇▇▇▇▇▇ GVIT Value Fund, ▇.▇. ▇▇▇▇▇▇ GVIT Balanced Fund, GVIT
Small Company Fund, GVIT Small Cap Value Fund, Gartmore GVIT Government Bond
Fund, Gartmore GVIT Money Market Fund, Gartmore GVIT Mid Cap Growth Fund,
Dreyfus GVIT International Value Fund and Gartmore GVIT Equity 500 Index Fund
will be offered only through the variable insurance products issued by
Nationwide Life Insurance Company of America (formerly Provident Mutual Life
Insurance Company), Nationwide Life Insurance & Annuity Company of America
(formerly Provident Mutual Life & Annuity Company of America) and National Life
Insurance Company of Vermont which offered the Market Street Fund portfolios
prior to [May 1, 2003].
WHEREAS, Class V shares of the Gartmore GVIT Money Market Fund will be offered
through Corporate Owned Life Insurance products issued by Nationwide Life
Insurance Company and Nationwide Life and Annuity Insurance Company.
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;
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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) 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.
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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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