--------------------------------------------------------------------------------
EXHIBIT (b)
--------------------------------------------------------------------------------
GARTMORE VARIABLE INSURANCE TRUST
(FORMERLY NATIONWIDE SEPARATE ACCOUNT TRUST)
--------------------------------------------------------------------------------
AMENDED BYLAWS
Dated August 25, 1983
(As Amended To January 25, 2002)
--------------------------------------------------------------------------------
AMENDED BYLAWS
OF
GARTMORE VARIABLE INSURANCE TRUST
(FORMERLY NATIONWIDE SEPARATE ACCOUNT TRUST)
(REFLECTING AMENDMENTS THROUGH JULY 18, 1997)
--------------------------------------------------------------------------------
ARTICLE I
DEFINITIONS
The terms "Commission", "Amended Declaration", "Distributor", "Investment
Adviser", "Majority Shareholder Vote", "1940 Act", "Shareholder", "Shares",
"Transfer Agent", "Trust", "Trust Property" and "Trustees" have the respective
meaning given them in the Amended Declaration of Trust of Gartmore Variable
Insurance Trust (formerly Nationwide Separate Account Trust) adopted August 25,
1983, and as amended from time to time.
--------------------------------------------------------------------------------
ARTICLE II
OFFICES
Section 1. Principal Office. Until changed by the Trustees, the principal
office of the Trust in the Commonwealth of Massachusetts shall be in the City of
Boston, County of Suffolk. In addition, the Trust shall maintain outside the
Commonwealth of Massachusetts a principal office at 0000 Xxxxx Xxxx,
Xxxxxxxxxxxx, Xxxxxxxxxxxx.
Section 2. Other Offices. The Trust may have offices in such other places
without as well as within the Commonwealth of Massachusetts as the Trustees may
from time to time determine.
--------------------------------------------------------------------------------
ARTICLE III
SHAREHOLDERS
Section 1. Meetings. There is no requirement that the Trustees have annual
meetings of the Shareholders. In the event the Trustees determine to have an
annual meeting of the Shareholders, it shall be held at such place within or
without the Commonwealth of Massachusetts on such day and at such time as the
Trustees shall designate. Special meetings of the Shareholders may be called at
any time by a majority of the Trustees and shall be called by any Trustee upon
written request of Shareholders holding in the aggregate not less than ten
percent (10%) of the outstanding Shares having voting rights, such request
specifying the purpose or purposes for which such meeting is to be called. Any
such meeting shall be held within or without the Commonwealth of Massachusetts
on such day and at such time as the Trustees shall designate.
-- 41 --
Section 2. Notice of Meetings. Notice of all meetings of the Share-holders,
stating the time, place and purpose of the meeting, shall be given by the
Trustees by mail to each Shareholder at his address as recorded on the register
of the Trust, mailed at least ten (10) days and not more than sixty (60) days
before the meeting. Only the business stated in the notice of the meeting shall
be considered at such meeting. No notice need be given to any Shareholder who
shall have failed to inform the Trust of his current address or if a written
waiver of notice, executed before or after the meeting by the Shareholder or his
attorney thereunto authorized, is filed with the records of the meeting.
Section 3. Quorum and Required Vote. At any meeting of Shareholders, a
quorum for the transaction of business shall consist of a majority represented
in person or by proxy of all votes attributable to the outstanding Shares
(without regard to individual series) entitled to vote with respect to a matter;
provided, however, that at any meeting at which the only actions to be taken are
actions required by the 1940 Act to be taken by vote of the Shareholders of an
individual series, a quorum shall consist of a majority of all votes
attributable to the outstanding Shares of such individual series entitled to
vote thereon, and that at any meeting at which the only action to be taken shall
have been determined by the Board of Trustees to affect the rights and interests
of one or more but not all series of the Trust, a quorum shall consist of a
majority of all votes attributable to the outstanding Shares of the series so
affected; and provided, further, that reasonable adjournments of such meeting
until a quorum is obtained may be made by a vote attributable so the Shares
present in person or by proxy. A majority of the votes shall decide any question
or a plurality shall elect a Trustee, subject to any applicable requirements of
law or of this Amended Bylaws or the Amended Declaration of Trust; provided,
however, that when any provisions of law or of this Amended Bylaws requires the
holders of Shares of any particular series to vote by series and not in the
aggregate with respect to a matter, then a majority of all votes attributable to
the outstanding Shares of that series shall decide such matter insofar as that
particular series shall be concerned.
Section 4. Record Date for Meetings. For the purpose of determining the
Shareholders who are entitled to notice of and to vote at any meeting, or to
participate in any distribution, or for the purpose of any other action, the
Trustees may from time to time close the transfer books for such period, not
exceeding thirty (30) days, as the Trustees may determine; or without closing
the transfer books the Trustees may fix a date not more than sixty (60) days
prior to the date of any meeting of Shareholders or distribution or other action
as a record date for the determinations of the persons to be treated as
Shareholders of record for such purposes, except for dividend payments which
shall be governed by the Amended Declaration. Only Shareholders of record at the
close of business on the record date will be entitled to notice of and to vote
at any meeting. At present, the separate accounts of Nationwide Life Insurance
Company and Nationwide Life and Annuity Insurance Company (collectively
"Nationwide") are the only Shareholders of the Trust.
Section 5. Proxies. At any meeting of Shareholders, any holder of Shares
entitled to vote thereat may vote by proxy, provided that no proxy shall be
voted at any meeting unless it shall have been placed on file with the
Secretary, or with such other officer or agent of the Trust as the Trustees may
direct, for verification prior to the time at which such vote shall be taken.
Pursuant to a resolution of a majority of the Trustees, proxies may be solicited
in the name of one or more Trustees or one or more of the officers of the Trust.
Only Shareholders of record shall be entitled to vote. Each full Share shall be
entitled to one vote and fractional Shares shall be entitled to a vote of such
fraction. When any share is held jointly by several persons, any one of them may
vote at any meeting in person or by proxy in respect of such Share, but if more
than one of them shall be present at such meeting in person or by proxy, and
such joint owners or their proxies so present disagree as to any vote to be
cast, such vote shall not be received in respect of such Share. A proxy
purporting to be executed by or on behalf of a Shareholder shall be deemed valid
unless challenged at or prior to its exercise, and the burden of proving
invalidity shall rest on the challenger. If the holder of any such Share is a
minor or a person of unsound mind, and subject to guardianship or to the legal
control of any other person as regards the change or management of such Share,
he may vote by his guardian or such other person appointed or having such
control, and such vote may be given in person or by proxy.
Nationwide will vote the shares of each series at any meeting in accordance
with timely instructions under the variable contracts issued by Nationwide.
Nationwide will vote shares attributable to variable contracts as to which no
voting instructions are received in proportion (for, against or abstain) to
those for which timely instructions are received. If a proxy is received that
does not specify a choice, Nationwide will consider its timely receipt as an
instruction to vote in favor the proposal to which it relates. In certain
circumstances, Nationwide has the right to disregard voting instructions from
certain variable contract owners. Variable contract owners may revoke previously
submitted voting instructions given to Nationwide at any time prior to any
meeting by either submitting to the Trust a subsequently dated proxy, delivering
to the Trust a written notice of revocation or otherwise giving notice of
revocation in open meeting, in all cases prior to the exercise of the authority
granted in the proxy.
-- 42 --
Section 6. Inspection of Records. The records of the Trust shall be open to
inspection by Shareholders to the same extent as is permitted shareholders of a
Massachusetts business corporation or as required by the 1940 Act.
Section 7. Action with Meeting. Any action which may be taken by
Shareholders may be taken without a meeting if a majority of Shareholders
entitled to vote on the matter (or such larger proportion thereof as shall be
required by law, the Declaration or these Bylaws for approval of such matter)
consent to the action in writing and the written consents are filed with the
records of the meetings of Shareholders. Such consent shall be treated for all
purposes as a vote taken at a meeting of Shareholders.
--------------------------------------------------------------------------------
ARTICLE IV
TRUSTEES
Section 1. Meetings of the Trustees. The Trustees may in their discretion
provide for regular or stated meetings of the Trustees. Notice of regular or
stated meetings need not be given. Meetings of the Trustees other than by
regular or stated meetings shall be held whenever called by the Chairman, or by
any one of the Trustees, at the time being in office. Notice of the time and
place of each meeting other than regular or stated meetings shall be given by
the Secretary or an Assistant Secretary or by the officer or Trustee calling the
meeting and shall be mailed to each Trustee at least two days before the
meeting, or shall be telegraphed, cabled, or wired to each Trustee at his
business address, or personally delivered to him at least one day before the
meeting. Such notice may, however, be waived by an Trustee. Notice of a meeting
need not be given to any Trustee if a written waiver of notice, executed by him
before or after the meeting, is filed with the records of the meeting, or to any
Trustee who attends the meeting without protesting prior thereto or at its
commencement the lack of notice to him. A notice or waiver of notice need not
specify the purpose of any meeting. The Trustees may meet by means of a
telephone conference circuit or similar communications equipment by means of
which all persons participating in the meeting can hear each other, which
telephone conference meeting shall be deemed to have been held at a place
designated by the Trustees at the meeting. Participation in a telephone
conference meeting shall constitute presence in person at such meeting. Any
action required or permitted to be taken at any meeting of the Trustees may be
taken by the Trustees without a meeting if all the Trustees consent to the
action in writing and the written consents are filed with the records of the
Trustees' meetings. Such consents shall be treated as a vote for all purposes.
Section 2. Quorum and Manner of Acting. A majority of the Trustees shall be
present in person at any regular or special meeting of the Trustees in order to
constitute a quorum for the transaction of business at such meeting and (except
as otherwise required by law, the Amended Declaration or these Amended Bylaws)
the act of a majority of the Trustees present at any such meeting, at which a
quorum is present, shall be the act of the Trustees. In the absence of a quorum,
a majority of the Trustees present may adjourn the meeting from time to time
until a quorum shall be present. Notice of an adjourned meeting need not be
given.
--------------------------------------------------------------------------------
ARTICLE V
COMMITTEES AND ADVISORY BOARD
Section 1. Executive and Other Committees. The Trustees by vote of a
majority of all the Trustees may elect from their own number an Executive
Committee to consist of not less than three (3) to hold office at the pleasure
of the Trustees, which shall have the power to conduct the current and ordinary
business of the Trust while the Trustees are not in session, including the
purchase and sale of securities and the designation of securities to be
delivered upon redemption of Shares of the Trust, and such other powers of the
Trustees as the Trustees may, from time to time, delegate to them except those
powers which by law, the Amended Declaration or these Amended Bylaws they are
prohibited from delegating. The Trustees may also elect from their own number
other Committees from time to time, the number composing such Committees and
powers conferred upon the same (subject to the same limitations with respect to
the Executive Committee) and the term of membership on such Committees to be
determined by the Trustees. The Trustees may designate a chairman of any such
Committee. In the absence of such designation the Committee may elect its own
Chairman.
Section 2. Meeting, Quorum and Manner of Acting. The Trustees may (1)
provide for stated meetings of any Committees, (2) specify the manner of calling
and notice required for special meetings of any Committee, (3) specify the
number of members of a Committee required to constitute a quorum and the number
of members of a Committee required to exercise specified powers delegated to
such Committee, (4) authorize the making of decisions to exercise specified
powers by written action of the requisite number of members of a Committee
without a meeting and (5) authorize the members of a Committee to meet by means
of a telephone conference circuit.
-- 43 --
The Executive Committee shall keep regular minutes of its meetings and
records of decisions taken without a meeting and cause them to be recorded in a
book designated for that purpose and kept in the offices of the Trust.
Section 3. Advisory Board. The Trustees may appoint an Advisory Board to
consist in the first instance of not less than three (3) members. Members of
such Advisory Board shall not be Trustees or officers and need not be
Share-holders. Members of this Board shall hold office for such period as the
Trustees may by resolution provide. Any member of such Board may resign
therefrom by a written instrument signed by him which shall take effect upon
delivery to the Trustees. The Advisory Board shall have no legal powers and
shall not perform the functions of Trustees in any manner, said Board being
intended merely to act in an advisory capacity. Such Advisory Board shall meet
at such times and upon such notice as the Trustees may by resolution provide.
--------------------------------------------------------------------------------
ARTICLE VI
OFFICERS
Section 1. General Provisions. The officers of the Trust shall be a
Chairman, a Vice Chairman, a Treasurer and a Secretary, who shall be elected by
the Trustees. The Trustees may elect or appoint such other officers or agents as
the business of the Trust may require, including one or more Assistant
Secretaries and one or more Assistant Treasurers. The Trustees may delegate to
any officer or committee the power to appoint any subordinate officers or
agents.
Section 2. Term of Office and Qualifications. Except as otherwise provided
by law, the Declaration of Trust or the Bylaws, the Chairman, the Vice Chairman,
the Treasurer and the Secretary shall hold office until such officer's successor
shall have been duly elected and qualified, and all other officers shall hold
office at the pleasure of the Trustees.
Section 3. Removal. The Trustees, at any regular or special meeting of the
Trustees, may remove any officer with or without cause by a vote of a majority
of the Trustees. Any officer or agent appointed by any officer or committee may
be removed with or without cause by such appointing officer or committee.
Section 4. Powers and Duties of the Chairman. The Chairman may call
meetings of the Trustees and of any Committee thereof when he deems it necessary
and shall preside at all meetings of the Shareholders. Subject to the control of
the Trustees and any Committees of the Trustees, within their respective
spheres, as provided by the Trustees, he shall at all times exercise a general
supervision and direction over the affairs of the Trust. He shall have the power
to employ attorneys and counsel for the Trust and to employ such subordinate
officers, agents, clerks and employees as he may find necessary to transact the
business of the Trust. He shall also have the power to grant, issue, execute or
sign such powers of attorney, proxies or other documents as may be deemed
advisable or necessary in furtherance of the interest of the Trust. The Chairman
shall have such other powers and duties as, from time to time, may be conferred
upon or assigned to him by the Trustees.
Section 5. Powers and Duties of Vice Chairman. In the absence or disability
of the Chairman, the Vice Chairman or, if there be more than one Vice Chairman,
any Vice Chairman designated by the Trustees shall perform all the duties and
may exercise any of the powers of the Chairman, subject to the control of the
Trustees. Each Vice Chairman shall perform such other duties as may be assigned
to him from time to time by the Trustees and the Chairman.
Section 6. Powers and Duties of the Treasurer. The Treasurer shall be the
principal financial and accounting officer of the Trust. He shall deliver all
funds of the Trust which may come into his hands to such custodian as the
Trustees may employ pursuant to Article X of these Amended Bylaws. He shall
render a statement of condition of the finances of the Trust to the Trustees as
often as they shall require the same and he shall in general perform all the
duties incident to the office of Treasurer and such other duties as from time to
time may be assigned to him by the Trustees. The Treasurer shall give a bond for
the faithful discharge of his duties, if required to do so by the Trustees, in
such sum and with such surety or sureties as the Trustees shall require.
Section 7. Powers and Duties of the Secretary. The Secretary shall keep the
minutes of all meetings of the Shareholders and the Trustees in proper books
provided for that purpose; he shall have custody of the seal of the Trust; he
shall have charge of the Share transfer books, lists and records unless the same
are in the charge of the Transfer Agent. The Secretary shall attend to the
giving and serving of all notices by the Trust in accordance with the provisions
of these Amended Bylaws and as required by law; and subject to these Amended
Bylaws, he shall in general perform all duties incident to the office of
Secretary and such other duties as from time to time may be assigned to him by
the Trustees.
-- 44 --
Section 8. Powers and Duties of the Assistant Treasurers. In the absence or
disability of the Treasurer, any Assistant Treasurer designated by the Trustees
shall perform all the duties, and may exercise any of the powers, of the
Treasurer. The Assistant Treasurers shall perform such other duties as from time
to time may be assigned to them by the Trustees. Each Assistant Treasurer shall
give a bond for the faithful discharge of his duties, if required to so by the
Trustees, in such sum and with such surety or sureties as the Trustees shall
require.
Section 9. Powers and Duties of the Assistant Secretaries. In the absence
or disability of the Secretary, any Assistant Secretary designated by the
Trustees shall perform all of the duties, and may exercise any of the powers, of
the Secretary. The Assistant Secretaries shall perform such other duties as from
time to time may be assigned to them by the Trustees.
Section 10. Compensation of Officers and Trustees and Members of the
Advisory Board. Subject to any applicable provisions of the Amended Declaration,
the compensation of the officers and Trustees and members of the Advisory Board
shall be fixed from time to time by the Trustees or, in the case of officers, by
any Committee or officer upon whom such power may be conferred by the Trustees.
No officer shall be prevented from receiving such compensation as such officer
by reason of the fact that he is also a Trustee.
--------------------------------------------------------------------------------
ARTICLE VII
FISCAL YEAR
The fiscal year of the Trust shall begin on the first day of January in
each year and shall end on the last day of December in each year, provided,
however, that the Trustees may from time to time change the fiscal year.
--------------------------------------------------------------------------------
ARTICLE VIII
SEAL
The Trustees may adopt a seal which shall be in such form and shall have
such inscription thereon as the Trustees may from time to time prescribe.
--------------------------------------------------------------------------------
ARTICLE IX
WAIVERS OF NOTICE
Whenever any notice whatever is required to be given by law, the Amended
Declaration or these Amended Bylaws, a waiver thereof in writing, signed by the
person or persons entitled to said notice, whether before or after the time
stated therein, shall be deemed equivalent thereto. A notice shall be deemed to
have been telegraphed, cabled or wirelessed for the purposes of these Amended
Bylaws when it has been delivered to a representative of any telegraph, cable or
wireless company with instruction that it be telegraphed, cabled or wirelessed.
Any notice shall be deemed to be given at the time when the same shall be
mailed, telegraphed, cabled or wirelessed.
--------------------------------------------------------------------------------
ARTICLE X
CUSTODIAN
Section 1. Appointment and Duties. The Trustees shall at all times employ a
bank or trust company in accordance with the 1940 Act as amended and the rules
promulgated thereunder as amended.
--------------------------------------------------------------------------------
ARTICLE XI
AMENDMENTS
These Amended Bylaws, or any of them, may be altered, amended or repealed,
or new Bylaws may be adopted (a) by Majority Shareholder Vote, or (b) by the
Trustees, provided, however that no Bylaw may be amended, adopted or repealed by
the Trustees if such amendment, adoption or repeal requires, pursuant to law,
the Amended Declaration or these Amended Bylaws, a vote of the Shareholders .
--------------------------------------------------------------------------------
-- 45 --
