EX-99 3 ex99-a1.txt EX99-A1.TXT Resolutions Adopted September 30, 2004, Amending the Agreement and Declaration of Trust of Gartmore Variable Insurance Trust (the "DST Trust"), dated September 30, 2004, and as amended and restated as of October 28, 2004 (the "Trust Agreement") Approval and Creation/Designation of Series of Shares of the Trust and Classes of Shares of Such Series of Shares of the Trust RESOLVED, that in accordance with Article III, Section 6, of the Trust Agreement, the initial Series of Shares of the DST Trust and the initial Classes of Shares of such Series of the DST Trust be, and hereby are, established and designated as follows: Series Name Classes ----------- ------- Gartmore GVIT Nationwide Fund I, II, III, IV Gartmore GVIT Growth Fund I, IV Gartmore GVIT Government Bond Fund I, II, III, IV Gartmore GVIT Money Market Fund I, IV, V GVIT Small Company Fund I, II, III, IV Gartmore GVIT Mid Cap Growth Fund I, II, III, IV Comstock GVIT Value Fund I, II, IV Federated GVIT High Income Bond I, III Fund J.P. Morgan GVIT Balanced Fund I, IV Van Kampen GVIT Multi Sector Bond I, III Fund GVIT Small Cap Value Fund I, II, III, IV GVIT Small Cap Growth Fund I, II, III Gartmore GVIT Worldwide Leaders I, II, III Fund Dreyfus GVIT Mid Cap Index Fund I, II, III Gartmore GVIT Global Technology and I, II, III, VI Communications Fund 1 Series Name Classes ----------- ------- Gartmore GVIT Global Health Sciences I, II, III, VI Fund Gartmore GVIT Emerging Markets Fund I, II, III, VI Gartmore GVIT International Growth I, II, III Fund Gartmore GVIT European Leaders Fund I, II, III Gartmore GVIT Global Small I Companies Fund Gartmore GVIT OTC Fund I Gartmore GVIT Asia Pacific Leaders I, II, III Fund Gartmore GVIT U.S. Growth Leaders I, II, III Fund Gartmore GVIT Global Financial I, II, III Services Fund Gartmore GVIT Global Utilities Fund I, II, III Gartmore GVIT Investor Destinations II, VI Aggressive Fund Gartmore GVIT Investor Destinations II, VI Moderately Aggressive Fund Gartmore GVIT Investor Destinations II, VI Moderate Fund Gartmore GVIT Investor Destinations II, VI Moderately Conservative Fund Gartmore GVIT Investor Destinations II, VI Conservative Fund Gartmore GVIT Money Market Fund II No Class designation Gartmore GVIT Nationwide Leaders I, II, III Fund Gartmore GVIT Micro Cap Equity Fund I, II, III 2 Series Name Classes ----------- ------- Dreyfus GVIT International Value Fund I, II, III, IV, VI GVIT Equity 500 Index Fund I, II, IV Gartmore GVIT Developing Markets I, II Fund Gartmore GVIT Nationwide Principal No Class Protected Fund designation and an unlimited number of Shares are hereby classified and allocated to each of the foregoing Series of Shares and Classes of Shares of such Series; and it is RESOLVED FURTHER, that a Share of each Series of Shares of the DST Trust shall represent a proportionate interest in the same portfolio of investments as each other Share of such Series of Shares of the DST Trust and shall have the rights, preferences, privileges, and limitations as set forth in the Trust Agreement of the DST Trust; provided, that: a. The dividends and distributions of investment income and capital gains with respect to a Class of Shares shall be in such amounts as may be declared from time to time by the Board [of Trustees of the DST Trust], and such dividends and distributions may vary with respect to such Class from the dividends and distributions of investment income and capital gains with respect to the other Classes of Shares of such Series of the DST Trust to reflect differing allocations of the expenses of the DST Trust among its Series and Classes, which may include, without limitation, reductions for payments of fees under any plan adopted pursuant to Rule 12b-1 under the 1940 Act (the "Rule 12b-1 Plan") for and relating to such Class of Shares in accordance with the 1940 Act, and any resultant difference among the net asset value per Share of the Classes, to such extent and for such purposes as the Board [of Trustees of the DST Trust] may deem appropriate; and that the allocation of investment income, capital gains, redemption fee payments, expenses and liabilities of the DST Trust among the Classes and Series of Shares of the DST Trust, shall be determined by the Board [of Trustees of the DST 3 Trust] in a manner that is consistent with any 18f-3 Plan adopted by the DST Trust in accordance with Rule 18f-3 under the 1940 Act; and b. Except as may otherwise be required by law, pursuant to any applicable order, rule or interpretation issued by the SEC, or otherwise, the holders of a Class of Shares of a Series of the DST Trust shall have: (i) exclusive voting rights with respect to any matter submitted to a vote of shareholders that affects only holders of said Class of Shares, including, without limitation, the provisions of any Rule 12b-1 Plan for said Class of Shares; (ii) voting rights with respect to the provisions of any Rule 12b-1 Plan that may in the future (as a result of any conversion of said Class of Shares or otherwise) affect said Class of Shares; and (iii) no voting rights with respect to the provisions of any Rule 12b-1 Plan applicable to any other Class of Shares of the Series of the DST Trust that does not affect the holders of said Class of Shares or with regard to any other matter submitted to a vote of shareholders which does not affect holders of said Class of Shares. Approval and Adoption of Multiple Class Plan Pursuant to Rule 18f-3 RESOLVED, that the plan of the DST Trust specifying all the differences among the multiple Classes of shares of beneficial interest ("Shares") of the DST Trust in accordance with Rule 18f-3 under the 1940 Act (said plan hereinafter referred to as the "18f-3 Plan") be, and said Plan hereby is, approved in substantially the form that accompanies this Consent [dated September 30, 2004], after consideration of all factors deemed relevant by the initial sole Trustee in the exercise of the initial sole Trustee's reasonable business judgment, including, but not limited to: a. the information provided to the initial sole Trustee by Gartmore Distribution Services, Inc. ("GDSI") and Gartmore SA Capital Trust ("GSA"); b. the purposes for which the 18f-3 Plan was created and the degree to which the 18f-3 Plan addresses these purposes; 4 c. the separate arrangements for shareholder services or the distribution of securities and the related expense allocation of each Class of Shares which are proposed to be made under the 18f-3 Plan; d. any conversion features or exchange privileges between the Classes of Shares; e. the protections afforded by the 18f-3 Plan to each of the Series of the DST Trust, and the shareholders of each such Series; and f. the requirements of Rule 18f-3 under the 1940 Act; and it is RESOLVED FURTHER, that the initial sole Trustee hereby determines that the 18f-3 Plan, including the expense allocations provided for therein, is in the best interests of each Class of Shares of each Series of the DST Trust individually, of each of the Series of the DST Trust, and of the DST Trust as a whole; and it is RESOLVED FURTHER, that the proper officers of the DST Trust be, and these officers hereby are, authorized and directed to make such non-material changes to the 18f-3 Plan as these officers deem necessary upon the advice of counsel, subject to the ratification by the Board [of Trustees of the DST Trust]. 5