MASTER-FEEDER SERVICES AGREEMENT
AGREEMENT made as of ______, 2006, by and between GARTMORE VARIABLE
INSURANCE TRUST, a Delaware statutory trust (hereinafter referred to as the
"Trust") on behalf of each of its series listed on Appendix A hereto, as it may
be amended from time to time (each a "Fund," and collectively, the "Funds"), and
GARTMORE SA CAPITAL TRUST, a Delaware statutory trust (hereinafter referred to
as the "Service Provider").
WITNESSETH:
WHEREAS, the Trust is engaged in business as an open-end management
investment company registered under the Investment Company Act of 1940, as
amended (hereinafter referred to as the "Investment Company Act"); and
WHEREAS, the Board of Trustees of the Trust (the "Trustees") are authorized
to establish separate series relating to separate portfolios of securities, each
of which may offer separate classes of shares; and
WHEREAS, the Trustees have established and designated each Fund as a series
of the Trust; and
WHEREAS, the Trust desires to retain the Service Provider to provide
master-feeder operational support services to each Fund in the manner and on the
terms hereinafter set forth; and
WHEREAS, the Service Provider is willing to provide master-feeder
operational support services to each Fund on the terms and conditions hereafter
set forth;
NOW, THEREFORE, in consideration of the premises and the covenants
hereinafter contained, the Trust and the Service Provider hereby agree as
follows:
ARTICLE I
Duties of the Service Provider
The Trust hereby employs the Service Provider to direct the master-feeder
operational support services described below, subject to review by and overall
control of the Trustees, for the period and on the terms and conditions set
forth in this Agreement. The Service Provider hereby accepts such employment and
agrees during such period, at its own expense, to render, or arrange for the
rendering of, such services and to assume the obligations herein set forth for
the compensation provided for herein. The Trust acknowledges that certain
services provided for hereunder may be performed by entities that are affiliates
of the Service Provider ("Affiliates"), although in any such instance the
Service Provider shall remain liable to the Trust therefore. The Service
Provider and its Affiliates shall for all purposes herein be deemed to be
independent contractors and shall, unless otherwise expressly provided or
authorized, have no authority to act for or represent the Trust or any Fund in
any way or otherwise be deemed agents of the Trust or any Fund.
(a) Master-Feeder Services. The Service Provider shall provide effective
operational support for the Trust and each Fund that invests all of its net
assets in another investment company with the identical investment objectives
and policies (each a "Feeder Fund" and a "Master Fund," respectively), including
the services required of the Feeder Funds as set forth in a Master-Feeder
Participation Agreement between the Trust on behalf of one or more Feeder Funds
and a Master Fund (the "Participation Agreement"). The Service Provider shall
arrange for or conduct the full operations of the Feeder Funds, such duties and
obligations to include, but not be limited to:
(i) providing information to the Board of Trustees enabling it to make all
necessary decisions of whether to invest the assets of a Feeder Fund in shares
of a particular Master Fund, if any;
(ii) monitoring the ongoing investment performance of the Master Fund and
its respective service providers, and the level of expenses borne by
shareholders of the Master Fund;
(iii) coordination with the Master Fund's board of directors, officers and
service providers to obtain all information, reports, certifications, signatures
and other materials necessary for the composition and filing of the Feeder
Fund's registration statements, shareholder reports and other disclosure
materials;
(iv) coordinating financial statement reports with those of the Master
Fund;
(v) coordination with the Master Fund's board of directors, officers and
service providers to obtain all information, reports, certifications, signatures
and other materials necessary to enable the Feeder Funds to prepare and maintain
such processes, materials and/or reports (including effecting the filing thereof
with the appropriate regulatory agencies) as may be necessary or prudent
pursuant to the Xxxxxxxx-Xxxxx Act of 2002;
(vi) effecting daily trades into or from the Master Fund, settling all such
transactions and performing trading and settlement reconciliations;
(vii) establishing and maintaining operational connectivity between the
Feeder Fund and the Master Fund and continuing monitoring to prevent or minimize
any resulting disadvantage to Feeder Fund shareholders;
(viii) facilitation of distribution of Master Fund proxy solicitation
materials to Feeder Fund shareholders and/or coordination with the Master Fund's
officers and service providers to incorporate Master Fund proxy information into
Feeder Fund proxy solicitation materials;
(ix) coordination with the Master Fund's officers and service providers to
enable the Feeder Funds to compile and maintain their respective books and
records as may be legally required or reasonably necessary or prudent;
(x) such activities as are necessary for the design, development and
maintenance of each Feeder Fund as a product offering to Trust shareholders;
(xi) providing regular and special reports, information and other
educational materials to the Board of Trustees concerning any particular Feeder
Fund-Master Fund structure or of master-feeder fund structures in general; and
(xii) providing such other services as are necessary or appropriate to the
efficient operation of the Feeder Funds with respect to their investment in
corresponding Master Funds.
Notwithstanding any provision herein to the contrary, it is understood and
acknowledged that the Service Provider shall have no responsibility to provide
direct portfolio management services, including but not limited to making
recommendations as to the selection of individual investment securities, the
amounts thereof or the timing or nature of their respective purchases and/or
sales.
ARTICLE II
Allocation of Charges and Expenses
(a) The Service Provider. The Service Provider assumes and shall pay, or
cause its Affiliate to pay, for maintaining the staff and personnel necessary to
perform its obligations under this Agreement, and shall, at its own expense,
provide the office space, facilities and necessary personnel to perform the
services which it is obligated to provide under Article I hereof. The Service
Provider shall pay, or cause its Affiliate to pay, compensation of all Officers
of the Trust and all Trustees of the Trust who are affiliated persons of the
Service Provider or of an Affiliate of the Service Provider.
(b) The Trust. The Trust assumes and shall pay or cause to be paid all
other expenses of the Trust and each Feeder Fund under this Agreement,
including, without limitation: (i) interest and taxes; (ii) insurance premiums
for fidelity and other coverage requisite to its operations; (iii) compensation
and expenses of its trustees other than those associated or affiliated with the
Service Provider; (iv) legal and audit expenses; (v) custodian and transfer
agent fees and expenses; (vi) expenses incident to the redemption of its shares;
(vii) expenses incident to the issuance of its shares against payment therefor
by or on behalf of the subscribers thereto; (viii) fees and expenses, other than
as herein above provided, incident to the registration under Federal and state
securities laws of shares of each Fund for public sale; (ix) expenses of
printing and mailing reports, prospectuses, notices and proxy materials to
shareholders of each Fund; (x) except as noted above, all other expenses
incidental to holding meetings of the Funds' shareholders; and (xi) such
extraordinary non-recurring expenses as may arise, including litigation,
affecting a Fund and any legal obligation which the Trust may have on behalf of
a Fund to indemnify its officers and trustees with respect thereto.
ARTICLE III
Compensation of the Service Provider
(a) Master-Feeder Services Fees. For the services rendered hereunder, the
facilities furnished and expenses assumed by the Service Provider, each Feeder
Fund shall pay to the Service Provider at the end of each calendar month a fee
based upon the average daily value of the net assets of such Feeder Fund, as
determined and computed in accordance with the description of the determination
of net asset value contained in the prospectus and statement of additional
information, at the annual rate of twenty-five basis points (0.25%), commencing
on the day following effectiveness hereof. If this Agreement becomes effective
subsequent to the first day of a month or shall terminate before the last day of
a month, compensation for that part of the month this Agreement is in effect
shall be prorated in a manner consistent with the calculation of the fee as set
forth above. Payment of the Service Provider's compensation for the preceding
month shall be made as promptly as possible after completion of the computations
contemplated above. During any period when the determination of net asset value
is suspended by the Trustees, the net asset value of a share as of the last
business day prior to such suspension shall for this purpose be deemed to be the
net asset value at the close of each succeeding business day until it is again
determined.
ARTICLE IV
Limitation of Liability of the Service Provider
The Service Provider shall not be liable for any error of judgment or
mistake of law or for any loss arising out of any act or omission in the
performance of its obligations hereunder, except for willful misfeasance, bad
faith or gross negligence in the performance of its duties, or by reason of
reckless disregard of its obligations and duties hereunder. As used in this
Article IV, the term "Service Provider" shall include any affiliates of the
Service Provider performing services for the Trust or a Fund contemplated hereby
and partners, shareholders, directors, officers and employees of the Service
Provider and such Affiliates.
ARTICLE V
Activities of the Service Provider
The services of the Service Provider to the Trust and the Funds are not to
be deemed to be exclusive, and the Service Provider and each Affiliate is free
to render services to others. It is understood that Trustees, officers,
employees and shareholders of the Trust and any Fund are or may become
interested in the Service Provider and its affiliates, as directors, officers,
employees, partners, shareholders or otherwise, and that the Service Provider
and directors, officers, employees, partners and shareholders of the Service
Provider and its Affiliates are or may become similarly interested in the Trust
or a Fund as shareholders or otherwise.
ARTICLE VI
Duration and Termination of this Agreement
This Agreement shall become effective with respect to a Fund as of the date
such Fund commences investment operations as a Feeder Fund, and shall remain in
force with respect to such Fund for two (2) years thereafter, and thereafter
continue from year to year, but only so long as the Fund continues to operate as
a Feeder Fund and such continuance is specifically approved at least annually by
(i) the Trustees, and (ii) a majority of those Trustees who are not parties to
this Agreement or interested persons of any such party cast in person at a
meeting called for the purpose of voting on such approval.
This Agreement may be terminated at any time, without the payment of any
penalty, by the Trustees or with respect to a Fund by the vote of a majority of
the outstanding voting securities of such Fund, or by the Service Provider, on
sixty (60) days' written notice to the other party. This Agreement shall
automatically terminate in the event of its assignment.
ARTICLE VII
Amendments of this Agreement
This Agreement may be amended, with respect to all or only certain of the
Funds, by the parties only if such amendment is specifically approved by a
majority of those Trustees who are not parties to this Agreement or interested
persons of any such party cast in person at a meeting called for the purpose of
voting on such approval.
ARTICLE VIII
Definitions of Certain Terms
The terms "vote of majority of the outstanding voting securities,"
"assignment," "affiliated persons" and "interested person," when used in this
Agreement, shall have the respective meanings specified in the Investment
Company Act and the Rules and Regulations thereunder, subject, however, to such
exemptions as may be granted by the Securities and Exchange Commission under
said Act.
ARTICLE IX
Governing Law
This Agreement shall be construed in accordance with the laws of the State
of Delaware and the applicable provisions of the Investment Company Act. To the
extent that the applicable laws of the State of Delaware, or any of the
provisions herein, conflict with the applicable provisions of the Investment
Company Act, the latter shall control.
ARTICLE X
Limitation of Obligation of each Fund
The obligations of each Fund hereunder shall be limited to the assets of
that Fund, shall be separate from the obligations of each other series of the
Trust, and no Fund shall be liable for the obligations of any other series of
the Trust.
ARTICLE XI
Disclaimer of Trustee or Shareholder Liability
The Service Provider understands and agrees that the obligations of the
Trust under this Agreement are not binding upon any trustee or shareholder of
the Trust or Fund personally, but bind only the Trust but only with respect to
the Fund's property. The Service Provider represents that it has notice of the
provisions of the Declaration of Trust of the Trust disclaiming trustee or
shareholder liability for acts or obligations of the Trust.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the date first above written. This Agreement may be executed by
the parties hereto on any number of counterparts, all of which shall constitute
one and the same instrument.
GARTMORE VARIABLE INSURANCE TRUST
By: ____________________________
Name: __________________________
Title: ___________________________
GARTMORE SA CAPITAL TRUST
By: ____________________________
Name: __________________________
Title: ___________________________
APPENDIX A
NAME OF FUND
American Funds GVIT Growth Fund
American Funds GVIT Global Growth Fund
American Funds GVIT Asset Allocation Fund
American Funds GVIT Bond Fund
