Exhibit No. EX-23.h.9
FEE WAIVER AGREEMENT
GARTMORE VARIABLE INSURANCE TRUST
FEE WAIVER AGREEMENT, effective as of May 1, 2006 by and between GARTMORE
SA CAPITAL TRUST (the "Service Provider") and GARTMORE VARIABLE INSURANCE TRUST,
a Delaware statutory trust (the "Trust"), on behalf of each of the funds listed
on Exhibit A (each, a "Fund").
WHEREAS, the Trust is registered under the Investment Company Act of 1940,
as amended (the "1940 Act"), as an open end management company of the series
type, and each Fund is a separate series of the Trust; and
WHEREAS, the Trust and the Service Provider have entered into an
Master-Feeder Services Agreement (the "Services Agreement"), pursuant to which
the Service Provider renders Master-Feeder Services to each Fund for
compensation based on the value of the average daily net assets of that Fund;
and
WHEREAS, the Trust and the Service Provider have determined that it is
appropriate and in the best interests of each Fund and its shareholders to
maintain the expenses of the Fund at a level below the level to which that Fund
would otherwise be subject.
NOW, THEREFORE, the parties hereto agree as follows:
1. Fee Waiver Amount:
1.1 The Service Provider shall waive 0.15% of the fees charged under the
Services Agreement until at least May 1, 2007.
2. Term and Termination of Agreement:
2.1 This Agreement shall initially continue until May 1, 2007 for any Fund
covered by the Agreement and from year to year thereafter provided such
continuance is specifically approved by a majority of the Trustees of the Trust
who (i) are not "interested persons" of the Trust or any other party to this
Agreement, as defined in the 1940 Act, and (ii) have no direct or indirect
financial interest in the operation of this Agreement ("Non-Interested
Trustees").
3. Miscellaneous:
3.1 Captions. The captions in this Agreement are included for convenience
of reference only and in no other way define or delineate any of the provisions
hereof or otherwise affect their construction or effect.
3.2 Interpretation. Nothing herein contained shall be deemed to require the
Trust or a Fund to take any action contrary to the Trust's Agreement and
Declaration of Trust or By-Laws, or any applicable statutory or regulatory
requirement to which it is subject or by which it is bound, or to relieve or
deprive the Trust's Board of Trustees of its responsibility for and control of
the conduct of the affairs of the Trust or the Fund.
3.3 Definitions. Any question of interpretation of any term or provision of
this Agreement, including but not limited to the Master-Feeder Services fee, the
computations of net asset values, and the allocation of expenses, having a
counterpart in or otherwise derived from the terms and provisions of the
Services Agreement or the 1940 Act, shall have the same meaning as and be
resolved by reference to such Services Agreement or the 1940 Act.
IN WITNESS WHEREOF, the parties have caused this Agreement to be signed by
their respective officers thereunto duly authorized and their respective
corporate seals to be hereunto affixed, as of the day and year first above
written.
GARTMORE VARIABLE INSURANCE TRUST
By: /s/ Xxxxx Xxxxxxxxx
Name: Xxxxx Xxxxxxxxx
Title: Assistant Secretary
GARTMORE SA CAPITAL TRUST
By: /s/ Xxxxxx X. Xxxxxxx
Name: Xxxxxx X. Xxxxxxx
Title: Senior Vice President
EXHIBIT A
to the Expense Waiver Agreement between
GARTMORE VARIABLE INSURANCE TRUST
and
GARTMORE SA CAPITAL TRUST
May 1, 2006
Name of Fund Expense Waivers
American Funds GVIT Growth Fund 0.15%
American Funds GVIT Global Growth Fund 0.15%
American Funds GVIT Asset Allocation Fund 0.15%
American Funds GVIT Bond Fund 0.15%
_________________
*Effective until at least May 1, 2007. These expense waivers may be revised to
decrease the waivers after the expiration of the agreed upon term, if mutually
agreed upon by the parties. They may also be revised to increase the waivers at
any time if mutually agreed upon by the parties.
