Exhibit No. Ex-99.a.6
RESOLUTIONS ADOPTED JANUARY 12, 2007, AMENDING THE AMENDED AND RESTATED
AGREEMENT AND DECLARATION OF TRUST
OF GARTMORE VARIABLE INSURANCE TRUST, A DELAWARE STATUTORY TRUST,
DATED SEPTEMBER 30, 2004 AND
AMENDED AND RESTATED AS OF OCTOBER 28, 2004
WHEREAS, Nationwide Mutual Insurance Company ("Nationwide") and Xxxxxxx
& Xxxxxxxx Advisors LLC, a San Francisco-based private equity
investment firm, entered into an agreement, dated June 30, 2006 (said
agreement hereinafter referred to as the "Sales Agreement"), for
Nationwide's sale of Gartmore Investment Management plc ("GIM"), the
London-based arm of Gartmore Group, and certain assets related to the
Gartmore-United Kingdom operations, to Xxxxxxx & Xxxxxxxx, which
transaction closed during the third quarter of 2006; and
WHEREAS, pursuant to the Sales Agreement, Nationwide retains Gartmore's
United States investment operations, which prior to the Sales Agreement
did business as "Gartmore Global Investments, Inc.," but:
i. relinquished the rights to the use of the GARTMORE name
effective on or around November 1, 2006, in regard to the
retained Gartmore United States investment operations other
than Nationwide's United States GARTMORE-branded mutual funds
-- the Gartmore Mutual Funds ("GMF") and the Gartmore Variable
Insurance Trust ("GVIT") -- and those Gartmore entities that
provide advisory, administration, transfer agent,
distribution, and other services to GMF and GVIT (hereinafter,
the "Trust Service Providers"); and
ii. relinquished the rights to the use of the GARTMORE name
effective on or around May 1, 2007, in regard to GMF, GVIT,
and the Trust Service Providers; and
WHEREAS, during an initial transition period related to the Sales
Agreement ended on or around November 1, 2006, Nationwide rebranded
Nationwide's United States investment operations from a "Gartmore"
brand to an "NWD" brand, pursuant to which rebranding, among other
matters, Nationwide changed the names of Nationwide's United States
GARTMORE-branded entities (said GARTMORE-rebranded entities hereinafter
referred to collectively as the "NWD Firms"), including, among others,
changing (i) the name of "Gartmore Global Investments, Inc." to "NWD
Investment Management, Inc." and (ii) the name of "Gartmore Global
Asset Management Trust" to "NWD Management & Research Trust;" and
WHEREAS, during a second and final transition period related to the
Sales Agreement and expected to end on or around May 1, 2007,
Nationwide will be re-
branding both (i) the NWD Firms and (ii) GMF, GVIT, and the Trust
Service Providers; and
WHEREAS, Nationwide Financial Services, Inc. and NWD Investment
Management, Inc. have proposed that each of GMF and GVIT (collectively,
the "Trusts"), each series fund of the Trusts (hereinafter, the
"Funds"), and each of the affiliated Trust Service Providers that
currently utilize the GARTMORE name, change their respective names from
"GARTMORE" to "NATIONWIDE" as specifically set forth in the memorandum
included as Exhibit A hereto.
NOW, THEREFORE, BE IT HEREBY RESOLVED, that, effective on or around May
1, 2007, the name of each of the Trusts, each Fund, and each affiliated
Trust Service Provider that currently utilizes the GARTMORE name, be
changed from "GARTMORE" to "NATIONWIDE," as specifically set forth in
the memorandum included as Exhibit A hereto; and it is
RESOLVED FURTHER, that each of the following agreements and plans of
each Trust be, and each agreement and plan hereby is, amended, as
appropriate and as applicable, to change the name of the Funds, the
Trust, and the affiliated Trust Service Providers that utilize the
GARTMORE name, to "NATIONWIDE," as specifically set forth in the
memorandum included as Exhibit A hereto, effective as of or around May
1, 2007:
Investment Advisory Agreements;
Underwriting Agreements;
Distribution Plan and related agreements;
Fund Administration Agreement;
Transfer and Dividend Disbursing Agent Agreement;
Administrative Services Plan and servicing agreements;
Global Custody Agreement; and
Rule 18f-3 Multiple-Class Plan; and it is
RESOLVED FURTHER, that GMF's Declaration of Trust be amended to change
the name of this Trust to "Nationwide Mutual Funds" and it is
RESOLVED FURTHER, that XXXX's Declaration of Trust be amended to change
the name of this Trust to "Nationwide Variable Insurance Trust;" and it
is
RESOLVED FURTHER, that the actions taken by the appropriate officers of
the Trusts on behalf of the Trusts to prepare, execute, and file, or
cause to be prepared and filed, with the Securities and Exchange
Commission, post-effective amendments to each Trust's Registration
Statement on Form N-1A for the purpose of changing the name of the
Funds, the Trust, and the affiliated Trust Service Providers utilizing
the GARTMORE name, as contemplated by the foregoing resolutions, be,
and these actions hereby are, ratified, adopted, and approved; and it
is
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RESOLVED FURTHER, that the officers of the Trusts be, and each said
officer xxxxxx is, authorized to take any further actions, including
the filing of any additional post-effective amendment to each Trust's
registration statement, necessary to carry out the foregoing
resolutions; and it is
RESOLVED FURTHER, that the officers of each Trust be, and each said
officer xxxxxx is, authorized and directed to execute and deliver said
amendments to the aforementioned agreements and plans, and to take any
action in connection therewith to carry out the intent and purpose of
the foregoing resolutions; and it is
RESOLVED FURTHER, that the Chairman and officers of each Trust be, and
these persons hereby are, authorized and directed to do or cause to be
done all such other acts and things and to make, execute, and deliver
any and all papers and documents in the name and on behalf of the
Trust, and each of the Funds, under the Trust's seal or otherwise, as
these persons, or any of these persons, may deem necessary or desirable
to implement each of the foregoing resolutions, including filing any
necessary instruments with the Secretary of State of the State of
Delaware and the incorporation of any changes to the Amended
Declaration of Trust that said officer(s) may approve, upon the advice
of counsel.
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