FEE WAIVER AGREEMENT Milliman Variable Insurance Trust

MILLIMAN VARIABLE INSURANCE TRUST 485BPOS

Exhibit 28.(h)(xiii)

FEE WAIVER AGREEMENT

Milliman Variable Insurance Trust

This Agreement (“Agreement”) is made by Milliman Financial Risk Management LLC (the “Adviser”), investment adviser to the series of Milliman Variable Insurance Trust (the “Trust”) identified on Appendix A (each, a “Fund,” and collectively, the “Funds”), effective as of October 11, 2022.

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 Adviser have entered into an Investment Advisory Agreement (the “Advisory Agreement”), pursuant to which the Adviser provides investment advisory services to each Fund for compensation based on the value of the average daily net assets of that Fund; and

WHEREAS, the Adviser has determined that it is appropriate and in the best interests of each Fund and its shareholders to waive a portion of the Adviser’s management fee in an amount equal to a Fund’s acquired fund fees and expenses.

NOW, THEREFORE, by execution of this Agreement, intending to be legally bound hereby, the Adviser agrees as follows:

1. Fee Waiver.

With respect to each Fund, the Adviser hereby agrees to waive a portion of the Fund’s management fee in an amount equal to the Fund’s acquired fund fees and expenses for a period to commence on October 11, 2022 and continue through April 29, 2024.

2. Termination of Agreement.

(a)          This Agreement may be terminated during the term of the Agreement by the Adviser or the Trust, without payment of any penalty, upon ninety (90) days prior written notice to the other at its principal place of business; provided that, in the case of termination by the Trust, such action shall be authorized by resolution of a majority of the Board of Trustees of the Trust (the “Board”) and 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, or by a vote of a majority of the outstanding voting securities of the Trust. Any termination pursuant to this paragraph 2(a) shall become effective on the date as specifically agreed upon by the Adviser and the Trust.

(b)           Notwithstanding Section 2(a) of this Agreement, the Adviser may not terminate or modify this Agreement without requesting and receiving approval of the Board.

IN WITNESS WHEREOF, the Adviser has caused this Agreement to be effective as of the day and year first above written.

	Milliman Financial Risk Management LLC
	By:	/s/Xxxxx Xxxxxxx
		Xxxxx Xxxxxxx, Principal & Senior Director
	Date:	October 10, 2022
ACCEPTED BY:	Milliman Variable Insurance Trust, on behalf of the Funds
	By:	/s/Xxxx Xxxxxxx
		Xxxx Xxxxxxx, President
	Date:	October 10, 2022

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APPENDIX A

Funds

Milliman 6-Year Xxxxxxxx S&P 500 with Par Up Outcome Strategy

1. Milliman 6-Year Xxxxxxxx S&P 500 with Par Up Outcome Fund - Jan (II)

Milliman 6-Year Parred Down S&P 500 with Par Up Outcome Strategy

2. Milliman 6-Year Parred Down S&P 500 with Par Up Outcome Fund - Jan (II)

A-1