Boston, MA 02210 Re: Advisory Fee Waiver Agreement
Exhibit (h)(7)
Xxxx
Xxxxxxx Investment Management Services, LLC Xxxxxx, XX 00000
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July 1, 2017
To the Trustees of:
Xxxx Xxxxxxx Variable Insurance Trust
000 Xxxxxxxx Xxxxxx
Boston, MA 02210
Re: Advisory Fee Waiver Agreement
With reference to the Amended and Restated Advisory Agreement dated September 26, 2008, as amended, entered into by and between Xxxx Xxxxxxx Investment Management Services, LLC (the “Adviser”) and Xxxx Xxxxxxx Variable Insurance Trust (the “Trust”), on behalf of each series of the Trust (each, a “Fund” and collectively, the “Funds”), we hereby notify you as follows:
1. The Adviser agrees to waive its advisory fee for each Fund and, to the extent necessary, bear other expenses, as set forth in the Appendix attached hereto. As noted in the Appendix, certain waivers are voluntary and may be terminated at any time by the Adviser upon notice to the Trust.
2. We understand and intend that you will rely on this undertaking in overseeing the preparation and filing of Post-effective Amendments to the Registration Statements on Form N-1A for the Trust and the Fund with the Securities and Exchange Commission and in accruing the Fund’s expenses for purposes of calculating its net asset value per share and for other purposes permitted under Form N-1A and/or the Investment Company Act of 1940, as amended, and we expressly permit you so to rely.
Very truly yours,
XXXX XXXXXXX INVESTMENT MANAGEMENT SERVICES, LLC
| By: | /s/ Xxxx Xxxx____________________________________ |
| Xxxx Xxxx | |
| Chief Financial Officer |
Appendix
Lifestyle Balanced PS Series
Lifestyle Conservative PS Series
Lifestyle Growth PS Series
Lifestyle Moderate PS Series
The Adviser voluntarily agrees to reduce its advisory fee that would be payable by each Fund list above (after giving effect to asset-based breakpoints) by 0.005% of the fund's average daily net assets.
This voluntary management fee waiver may be terminated at any time by the Adviser upon notice to the Trust.
Lifestyle Aggressive PS Series
Lifestyle Balanced PS Series
Lifestyle Conservative PS Series
Lifestyle Growth PS Series
Lifestyle Moderate PS Series
The Adviser contractually agrees until April 30, 2018 to reimburse Expenses of each class of shares of the Funds listed below so that Expenses for a class of shares do not exceed the Expense Limit set forth below. Expense include all expenses of the Fund attributable to the class except: (a) advisory fees, (b) Rule 12b-1 fees, (c) taxes, (d) portfolio brokerage commissions, (e) interest, (f) underlying fund expenses, (g) litigation and indemnification expenses and other extraordinary expenses not incurred in the ordinary course of the business of the Trust and (h) short dividends.
| (Expense Limit | |
| (as a percentage of the | |
| Average Annual | |
| Fund | Net Assets of the class of shares) |
| Lifestyle Aggressive PS Series | 0.04% |
| Lifestyle Balanced PS Series | 0.04% |
| Lifestyle Conservative PS Series | 0.04% |
| Lifestyle Growth PS Series | 0.04% |
| Lifestyle Moderate PS Series | 0.04% |
This expense limit expires on April 30, 2018 unless renewed by mutual agreement of the Fund and the Adviser based upon a determination that this is appropriate under the circumstances at that time.
| 2 |
Lifestyle Aggressive MVP
Lifestyle Balanced MVP
Lifestyle Conservative MVP
Lifestyle Growth MVP
Lifestyle Moderate MVP
The Adviser voluntarily agrees to reduce the advisory fee that would be payable by each series of the Trust listed below (after giving effect to asset-based breakpoints) by 0.010% of the Fund’s average daily net assets.
Lifestyle Aggressive MVP
Lifestyle Balanced MVP
Lifestyle Conservative MVP
Lifestyle Growth MVP
Lifestyle Moderate MVP
This voluntary advisory fee waiver may be terminated at any time by the Adviser upon notice to the Trust.
Lifestyle Aggressive MVP
Lifestyle Balanced MVP
Lifestyle Conservative MVP
Lifestyle Growth MVP
Lifestyle Moderate MVP
The Adviser contractually agrees until April 30, 2018 to reimburse Expenses of each class of shares of the Funds listed below so that Expenses for a class of shares do not exceed the Expense Limit set forth below. Expense include all expenses of the Fund attributable to the class except: (a) advisory fees, (b) Rule 12b-1 fees, (c) taxes, (d) portfolio brokerage commissions, (e) interest, (f) underlying fund expenses, (g) litigation and indemnification expenses and other extraordinary expenses not incurred in the ordinary course of the business of the Trust and (h) short dividends.
| (Expense Limit | |
| (as a percentage of the | |
| Average Annual | |
| Fund | Net Assets of the class of shares) |
| Lifestyle Aggressive MVP | 0.00% |
| Lifestyle Balanced MVP | 0.00% |
| Lifestyle Conservative MVP | 0.00% |
| Lifestyle Growth MVP | 0.00% |
| Lifestyle Moderate MVP | 0.00% |
| 3 |
This expense limit expires on April 30, 2018 unless renewed by mutual agreement of the Fund and the Adviser based upon a determination that this is appropriate under the circumstances at that time.
Global Trust
International Value Trust
Small Cap Opportunities Trust
The Adviser contractually agrees until April 30, 2018 to waive its advisory fee for the Funds listed below so that the amount retained by the Adviser after payment of the subadvisory fee does not exceed 0.45% of the Fund’s average annual net assets.
Global Trust
International Value Trust
Small Cap Opportunities Trust
This advisory fee waiver expires on April 30, 2018 unless renewed by mutual agreement of the Fund and the Adviser based upon a determination that this is appropriate under the circumstances at that time.
Strategic Equity Allocation Trust
The Adviser voluntarily agrees to waive its advisory fee for the Strategic Equity Allocation Trust so that the amount retained by the Adviser after payment of the subadvisory fee does not exceed 0.45% of the Fund’s average annual net assets. This voluntary management fee waiver may be terminated at any time by the Adviser upon notice to the Trust.
Money Market Trust
The Adviser contractually agrees until April 30, 2018 to reimburse Expenses of the Money Market Trust so that Expenses of each class of the Fund do not exceed 0.28% of the Fund’s average annual net assets. Expenses of the Fund attributable to the class include all expenses of the Fund including advisory fees but excluding: (a) taxes, (b) portfolio brokerage commissions, (c) interest, (d) litigation and indemnification expenses and other extraordinary expenses not incurred in the ordinary course of the business of the Trust, (e) short dividends, (f) acquired fund fees and (g) Rule 12b-1 fees.
This expense limit expires on April 30, 2018 unless renewed by mutual agreement of the Fund and the Adviser based upon a determination that this is appropriate under the circumstances at that time.
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500 Index Trust B
International Equity Index Trust B
Total Bond Market Trust B
The Adviser contractually agrees until April 30, 2018 to reimburse Expenses of each class of the Funds listed below so that the Expenses for each class of the Fund do not exceed the amounts listed below. Expenses of the Fund attributable to the class include all expenses of the Fund including advisory fees but excluding: (a) taxes, (b) portfolio brokerage commissions, (c) interest, (d) litigation and indemnification expenses and other extraordinary expenses not incurred in the ordinary course of the business of the Trust, (e) short dividends, (f) acquired fund fees and (g) Rule 12b-1 fees.
Fund Average Annual Net Assets of the Fund
| Fund | Average Annual Net Assets of the Fund |
| 500 Index Trust B | 0.25% |
| International Equity Index Trust B | 0.34% |
| Total Bond Market Trust B | 0.25% |
Each expense reimbursement expires on April 30, 2018 unless renewed by mutual agreement of the Fund and the Adviser based upon a determination that this is appropriate under the circumstances at that time. This expense reimbursement supercedes all prior agreements by the Adviser to reimburse expenses of the Funds.
X. Xxxx Price Subadvised Funds
The Adviser has voluntarily agreed to reduce the management fee for each of the following funds subadvised by X. Xxxx Price Associates, Inc. (“X. Xxxx Price”) by the amount that the subadvisory fee for the Fund is reduced by X. Xxxx Price pursuant to the X. Xxxx Price Amended and Restated Group Fee Waiver dated May 1, 2009.
Blue Chip Growth Trust
Capital Appreciation Value Trust
Equity-Income Trust
Health Sciences Trust
Mid Value Trust
Science & Technology Trust
Small Company Value Trust
New Income Trust
This voluntary expense reimbursement will continue in effect until terminated at any time by the Adviser on notice to the Trust.
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Deutsche Bank Subadvised Funds
The Adviser has voluntarily agreed to reduce the management fee for the following fund subadvised by Deutsche Investment Management Americas Inc. (“Deutsche”) by the amount that the subadvisory fee for the fund is reduced by Deutsche pursuant to the Deutsche fee letter agreement dated May 13, 2013.
Real Estate Securities Trust
This voluntary expense reimbursement will continue in effect until terminated at any time by the Adviser on notice to the Trust.
Lifestyle Aggressive MVP
Lifestyle Balanced MVP
Lifestyle Conservative MVP
Lifestyle Growth MVP
Lifestyle Moderate MVP
(the “Lifestyle MVPs”)
The Adviser voluntarily agrees to waive its advisory fee for each Lifestyle MVP so that the aggregate advisory fee retained by the Adviser with respect to both the Lifestyle MVP and its underlying investments (after payment of subadvisory fees) does not exceed 0.50% of the Lifestyle MVP’s first $7.5 billion of average annual net assets and 0.49% of the Lifestyle MVP’s average annual net assets in excess of $7.5 billion. The Adviser may terminate this voluntary waiver at any time as to a Lifestyle MVP upon notice to such Lifestyle MVP.
Lifestyle Aggressive PS Series
Lifestyle Balanced PS Series
Lifestyle Conservative PS Series
Lifestyle Growth PS Series
Lifestyle Moderate PS Series
(the “Lifestyle PS Series”)
The Adviser voluntarily agrees to waive its advisory fee for each Lifestyle PS Series so that the aggregate advisory fee retained by the Adviser with respect to both the Lifestyle PS Series and its underlying investments (after payment of subadvisory fees) does not exceed 0.50% of the Lifestyle PS Series’ first $7.5 billion of average annual net assets and 0.49% of the Lifestyle PS Series’ average annual net assets in excess of $7.5 billion. The Adviser may terminate this voluntary waiver at any time as to a Lifestyle PS Series upon notice to such Lifestyle PS Series.
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Lifecycle Portfolios
The Adviser voluntarily agrees to waive its advisory fee for each Lifecycle Portfolio (each a “Fund”) so that the aggregate advisory fee retained by the Adviser with respect to both the Fund and its underlying investments (after payment of subadvisory fees) does not exceed 0.51% of the Fund’s first $7.5 billion of average annual net assets and 0.50% of the Fund’s average annual net assets in excess of $7.5 billion. The Adviser may terminate this voluntary waiver as to a Lifecycle Portfolio at any time upon notice to such Lifecycle Portfolio.
Mid Cap Index Trust
The Adviser contractually agrees until April 30, 2018 to reduce its advisory fee that would be payable by the Mid Cap Index Trust (after giving effect to asset-based breakpoints) by 0.10% of the fund's average daily net assets.
This advisory fee waiver expires on April 30, 2018 unless renewed by mutual agreement of the Mid Cap Index Trust and the Adviser based upon a determination that this is appropriate under the circumstances at that time.
Small Cap Index Trust
The Adviser contractually agrees until April 30, 2018 to reduce its advisory fee that would be payable by the Small Cap Index Trust (after giving effect to asset-based breakpoints) by 0.05% of the fund's average daily net assets.
This advisory fee waiver expires on April 30, 2018 unless renewed by mutual agreement of the Small Cap Index Trust and the Adviser based upon a determination that this is appropriate under the circumstances at that time.
Alpha Opportunities Trust
The Adviser voluntarily agrees to reduce its advisory fee that would be payable by the Alpha Opportunities Trust (after giving effect to asset-based breakpoints) by 0.03% of the Alpha Opportunities Trust's average daily net assets. The Adviser may terminate this voluntary waiver at any time upon notice to the Alpha Opportunities Trust.
Financial Industries Trust
The Adviser has agreed to contractually limit the effective advisory fee rate charged to the Financial Industries Trust to 0.78% of the fund’s average daily net assets. This advisory fee limitation will remain in effect until April 30, 2018.
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This advisory fee waiver expires on April 30, 2018 unless renewed by mutual agreement of the Financial Industries Trust and the Adviser based upon a determination that this is appropriate under the circumstances at that time.
Income Trust
The Adviser voluntarily agrees to reduce its advisory fee that would be payable by the Income Trust (after giving effect to asset-based breakpoints) by 0.03% of the Income Trust's average daily net assets. The Adviser may terminate this voluntary waiver at any time upon notice to the Income Trust.
Fundamental Large Cap Value Trust
The Adviser voluntarily agrees to reduce the advisory fee that would be payable by Fundamental Large Cap Value Trust (after giving effect to asset-based breakpoints) by 0.003% of the Fund’s average daily net assets.
This voluntary advisory fee waiver may be terminated at any time by the Adviser upon notice to the Trust.
Science & Technology Trust
The Adviser has voluntarily agreed to waive 0.05% of its advisory fee otherwise payable on the Aggregate Net Assets* of Science & Technology Trust between and including $250,000,001 and $500,000,000 that are managed by Allianz Global Investors U.S. LLC.
*Aggregate Net Assets include the net assets of the Science & Technology Trust and the Science & Technology Fund, a series of Xxxx Xxxxxxx Funds II.
Total Stock Market Index Trust
The Adviser voluntarily agrees to reduce the advisory fee that would be payable by the Total Stock Market Index Trust (after giving effect to asset-based breakpoints) by 0.07% of the Fund’s average daily net assets.
This voluntary advisory fee waiver may be terminated at any time by the Adviser upon notice to the Trust.
Bond Trust
The Adviser voluntarily agrees to reduce the advisory fee that would be payable by the Bond Trust (after giving effect to asset-based breakpoints) by 0.02% of the Fund’s average daily net assets. This voluntary advisory fee waiver may be terminated at any time by the Adviser upon notice to the Trust.
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Funds Listed in Attachment A
The Adviser voluntarily agrees to reduce its management fee for the Fund, or if necessary make payment to the Fund, in an amount equal to the amount by which the “Expenses” of the Fund exceed the percentage of average annual net assets (on an annualized basis) of the Fund listed in Attachment A. “Expenses” means all the expenses of the Fund, excluding (a) taxes, (b) brokerage commissions, (c) interest expense, (d) litigation and indemnification expenses and other extraordinary expenses not incurred in the ordinary course of the Fund’s business (e) advisory fee, (f) 12b-1 fee, (g) underlying fund expenses and, in the case of a feeder fund, the expenses of the master fund, and (h) short dividends. This voluntary expense reimbursement will continue in effect until terminated at any time by the Adviser on notice to the Trust.
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Attachment A
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