Exhibit (h)(7)
BB&T VARIABLE INSURANCE FUNDS
FORM OF EXPENSE LIMITATION AGREEMENT
THIS AGREEMENT, dated as of___________, is made and entered into by and
between BB&T Variable Insurance Funds (the "Trust"), on behalf of certain
investment portfolios of the Trust set forth in Schedule A (each a "Fund" and
collectively the "Funds"), and ____________________ (the "Advisor").
WHEREAS, the Advisor has been appointed the investment adviser to the
Funds pursuant to an Investment Advisory Agreement dated __________, between the
Trust, on behalf of the Funds, and the Advisor (the "Advisory Agreement"); and
WHEREAS, the Trust and the Advisor desire to enter into the arrangements
described herein relating to certain expenses for certain of the Funds;
NOW, THEREFORE, the Trust and the Advisor hereby agree as follows:
1. The Advisor hereby agrees, subject to Section 2 hereof, to reduce the
fees payable to it under the Advisory Agreement (but not below zero) and make
any additional payments to the extent necessary to limit the operating expenses
(exclusive of brokerage costs, interest, taxes, dividends, litigation,
indemnification, and extraordinary expenses (as determined under generally
accepted accounting principles)) ("Operating Expenses") for the period from
_____________ to _____________, of each Fund to an annual rate (as a percentage
of the Fund's average daily net assets) as set forth on Schedule A ("Expense
Limit").
2. The Trust agrees to pay the Advisor the amount of advisory fees that,
but for Section 1 hereof, would have been payable by each Fund to the Advisor
pursuant to the Advisory Agreement, and reimburse any additional payments
remitted by the Advisor (the "Deferred Expenses"), subject to the limitations
provided in this Section. Such repayment shall be made monthly, but only if the
Operating Expenses of that Fund, without regard to such repayment, are at an
annual rate (as a percentage of the average daily net assets of the Fund) less
than the Expense Limit for payments made through the period ending ___________.
Furthermore, the amount of Deferred Expenses paid by a Fund in any subsequent
month shall be limited so that the sum of (a) the amount of such payment and (b)
the other Operating Expenses of the Fund do not exceed the Expense Limit for
payments made through the period ending ___________, or such rate as may be
agreed upon from time to time for payments made after such date. Deferred
Expenses shall not be payable by a Fund to the extent that the amounts payable
by it pursuant to the immediately preceding two sentences during the period
ending ___________ are not sufficient to pay such Deferred Expenses. In no event
will a Fund be obligated to pay any fees waived or deferred by the Advisor with
respect to any other series of the Trust.
3. A copy of the Declaration of Trust establishing the Trust is on file
with the Secretary of the Commonwealth of Massachusetts, and notice is hereby
given that this Agreement is hereby executed by the Trust on behalf of the Funds
by an officer of the Trust as an officer and not individually, and that the
obligations of or arising out of this Agreement are not binding upon any of the
Trustees, officers or shareholders individually, but are binding only upon the
assets and property belonging to the Fund to which such obligation relates.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.
BB&T Variable Insurance Funds [ ]
By: _____________________________ By: __________________________________
Name: ___________________________ Name: ________________________________
Title: __________________________ Title: _______________________________
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SCHEDULE A
DATED ___________
FUND NAME EXPENSE LIMIT
