EXHIBIT 22(h)(4)(i)
AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT
GARTMORE VARIABLE INSURANCE TRUST
AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT, effective as of May
1, 2004 by and between GARTMORE MUTUAL FUND CAPITAL TRUST (the "Investment
Adviser") and GARTMORE VARIABLE INSURANCE TRUST, a Massachusetts business 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 Investment Adviser have entered into an
Investment Advisory Agreement (the "Advisory Agreement"), pursuant to which the
Investment Adviser renders investment advisory 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 Investment Adviser 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; and
WHEREAS, the Trust and the Investment Adviser have determined that it
is appropriate to restate and amend the current agreement for the Funds.
NOW, THEREFORE, the parties hereto agree as follows:
1. Expense Limitation.
1.1. Applicable Expense Limit. To the extent that the aggregate
expenses incurred by a Fund or a class of a Fund in any fiscal year, including
but not limited to investment advisory fees of the Investment Adviser (but
excluding interest, taxes, brokerage commissions and other costs incurred in
connection with the purchase and sale of portfolio securities, Rule 12b-1 fees,
fees paid pursuant to an Administrative Services Plan, short sale dividend
expenses, other expenditures which are capitalized in accordance with generally
accepted accounting principles, expenses incurred by a Fund in connection with
any merger or reorganization, and other extraordinary expenses not incurred in
the ordinary course of the Fund's business) ("Fund Operating Expenses"), exceed
the Operating Expense Limit, as defined in Section 1.2 below, such excess amount
(the "Excess Amount") shall be the liability of the Investment Adviser.
1.2. Operating Expense Limit. The Operating Expense Limit in any year
shall be a percentage of the average daily net assets of each class of the Fund
as described in Exhibit A, or such other rate as may be agreed to in writing by
the parties. The parties hereby agree that Operating Expense Limit described in
Exhibit A will not be increased before the date listed on Exhibit A.
1.3. Method of Computation. To determine the Investment Adviser's
liability with respect to the Excess Amount, each month the Fund Operating
Expenses shall be annualized as of the last day of the month for each class of a
Fund. If the annualized Fund Operating Expenses for any month exceed the
Operating Expense Limit of a Fund class, the Investment Adviser shall (i) waive
or reduce its advisory fee by an amount sufficient to reduce the annualized Fund
Operating Expenses to an amount which does not exceed the Operating Expense
Limit, and/or (ii) remit to a
Fund an amount that, together with the waived or reduced advisory fee, is
sufficient to satisfy such Excess Amount.
1.4. Year-End Adjustment. If necessary, on or before the last day of
the first month of each fiscal year, an adjustment payment shall be made by the
appropriate party in order that the amount of the advisory fees waived or
reduced and other payments remitted by the Investment Adviser to a Fund with
respect to the previous fiscal year shall equal the Excess Amount.
2. Reimbursement of Fee Waivers and Expense Reimbursements.
2.1. Reimbursement. If in any fiscal year during which total Fund
assets are greater than $100 million and in which the Investment Advisory
Agreement is still in effect, the estimated aggregate Fund Operating Expenses
for the fiscal year are less than the Operating Expense Limit for that year,
subject to quarterly approval by the Trust's Board of Trustees as provided in
Section 2.2 below, the Investment Adviser shall be entitled to reimbursement by
a Fund, in whole or in part as provided below, of the advisory fees waived or
reduced and other payments remitted by the Investment Adviser to the Fund
pursuant to Section 1 hereof. The total amount of reimbursement to which the
Investment Adviser may be entitled (the "Reimbursement Amount") shall equal, at
any time, the sum of all advisory fees previously waived or reduced by the
Investment Adviser and all other payments remitted by the Investment Adviser to
a Fund or a class of a Fund (as appropriate), pursuant to Section 1 hereof, less
any reimbursement previously paid by such Fund to the Investment Adviser,
pursuant to Sections 2.2 or 2.3 hereof, with respect to such waivers,
reductions, and payments; provided, however, that no Reimbursement Amount shall
be paid at a date more than three (3) years after the fiscal year when the
Investment Adviser waived investment advisory fees or reimbursed other expenses
to a Fund or a class of a Fund for the corresponding Excess Amount pursuant to
Section 1. The Reimbursement Amount shall not include any additional charges or
fees whatsoever, including, e.g., interest accruable on the Reimbursement
Amount.
2.2. Board Approval. No reimbursement shall be paid to the Investment
Adviser pursuant to this provision in any fiscal year, unless the Trust's Board
of Trustees has determined that the payment of such reimbursement is appropriate
in light of the terms of this Agreement. The Trust's Board of Trustees shall
determine quarterly in advance whether any portion of the Reimbursement Amount
may be paid to the Investment Adviser in such quarter.
2.3. Method of Computation. To determine a Fund's payments, if any, to
reimburse the Investment Adviser for all or any portion of the Reimbursement
Amount, each month the Fund Operating Expenses for each Fund class shall be
annualized as of the last day of the month. If the annualized Fund Operating
Expenses for any month are less than the Operating Expense Limit for that class
for that year, a Fund, only with the prior approval of the Board, shall pay to
the Investment Adviser an amount sufficient to increase the annualized Fund
Operating Expenses to an amount no greater than the the Operating Expense Limit
for that year, provided that such amount paid to the Investment Adviser will not
exceed the total Reimbursement Amount. If the annualized Fund Operating Expenses
for a Fund are greater than the Operating Expense Limit for one or more months
in a quarter and less than the remaining month(s), the calculation described in
this section will be made on a monthly basis and the net amount of the monthly
calculations will be presented to the Board for approval.
2.4. Year-End Adjustment. If necessary, on or before the last day of
the first month of each fiscal year, an adjustment payment shall be made by the
appropriate party in order that the
actual Fund Operating Expenses for the prior fiscal year (including any
reimbursement payments hereunder with respect to such fiscal year) do not exceed
the Operating Expense Limit.
3. Term and Termination of Agreement.
This Agreement shall initially continue in effect for the period listed
on Exhibit A for any Fund covered by the Agreement and then unless this
Agreement is terminated earlier as provided below, 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"), provided however, that the reimbursements described in Section 2
will not continue to accrue for more than three years after the fiscal year when
the Investment Adviser waived investment advisory fees or reimbursed other
expenses to a Fund for the corresponding Excess Amount pursuant to Section 1. In
order to terminate the Agreement, the Investment Adviser must give at least 30
days' prior written notice to the Trust prior to the end of the period listed on
Exhibit A or the end of the annual renewal. Regardless of any other termination
provisions, the provisions contained in Section 2 of this Agreement relating to
the reimbursement of the Investment Adviser for fee waivers and expense
reimbursements previously made by the Investment Adviser on behalf of the Fund
shall survive the termination of the Agreement.
4. Miscellaneous.
4.1. 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.
4.2. 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.
4.3. Definitions. Any question of interpretation of any term or
provision of this Agreement, including but not limited to the investment
advisory 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 Advisory Agreement or the 1940 Act, shall have the same
meaning as and be resolved by reference to such Advisory 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:_______________________________
Name:
Title:
GARTMORE MUTUAL FUND CAPITAL TRUST
By:_______________________________
Name:
Title:
EXHIBIT A
to the Expense Limitation Agreement between
GARTMORE VARIABLE INSURANCE TRUST
and
GARTMORE MUTUAL FUND CAPITAL TRUST
May 1, 2004
Name of Fund Expense Limitation for Fund*
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Gartmore GVIT Global Health Sciences Fund Class I 1.25%
(formerly Gartmore NSAT Global Health Sciences Fund) Class II 1.25%
Class III 1.25%
Class VI 1.25%
Gartmore GVIT U.S. Growth Leaders Fund Class I 1.15%
(formerly Gartmore GVIT U.S. Leaders Fund) Class II 1.15%
Class III 1.15%
Gartmore GVIT Nationwide Leaders Fund Class I 1.10%
(formerly Gartmore GVIT U.S. Leaders Fund) Class II 1.10%
Class III 1.10%
Gartmore GVIT Nationwide Principal Protected Fund
Offering Guarantee Zero Coupon
Period Period Investment Period
------ ------ -----------------
0.85% 1.80% 1.25%
With respect to the Gartmore GVIT Nationwide Principal Protected Fund, for the
period until at least the end of the Guarantee Period which will be seven years,
it is hereby agreed that Fund Operating Expenses shall include Rule 12b-1 fees
and fees paid pursuant to an Administrative Services Plan.
Gartmore GVIT Investor Destinations Aggressive Fund No Class 0.61%
(formerly NSAT Investor Destinations Aggressive Fund) Designation
Gartmore GVIT Investor Destinations Moderately No Class 0.61%
Aggressive Fund (formerly NSAT Investor Destinations Designation
Moderately Aggressive Fund)
Gartmore GVIT Investor Destinations Moderate Fund No Class 0.61%
(formerly NSAT Investor Destinations Moderate Fund) Designation
Gartmore GVIT Investor Destinations Moderately No Class 0.61%
Conservative Fund (formerly NSAT Investor Destinations Designation
Moderately Conservative Fund)
Gartmore GVIT Investor Destinations Conservative Fund No Class 0.61%
(formerly NSAT Investor Destinations Conservative Fund) Designation
With respect to each of the Gartmore GVIT Investor Destinations Funds, for the
period until May 1, 2004, it is hereby agreed that Fund Operating Expenses shall
include Rule 12b-1 fees and fees paid pursuant to an Administrative Services
Plan.
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*Effective until at least April 30, 2005. These expense limitations may be
revised to decrease the limitations after the expiration of the agreed upon
term, if mutually agreed upon by the parties. They may also be revised to
increase the limitations at any time if mutually agreed upon by the parties.