FEE WAIVER AND EXPENSE REIMBURSEMENT AGREEMENT
Exhibit (h)(7)
AGREEMENT, effective as of April 27, 2007, by and among Xxxx Xxxxx Partners Variable
Portfolios III, Inc. (the “Corporation”), a Maryland corporation, on behalf of its Xxxx Xxxxx
Partners Variable Large Cap Growth Portfolio series (the “Fund”), and its successors and Xxxx Xxxxx
Partners Fund Advisor, LLC, a Delaware limited liability company (“LMPFA”).
1. LMPFA hereby agrees to waive any and all fees it and its affiliated persons are entitled to
receive from the Fund for advisory and all other services and/or reimburse ordinary operating
expenses in an amount that would limit the total ordinary operating expenses (other than
extraordinary expenses) of the Fund or Class as provided in Exhibit A (“Expenses After
Waiver/Reimbursement”) of the Fund’s average daily net assets until March 1, 2009. For the
purposes of this Agreement, ordinary operating expenses for the Fund generally include costs not
specifically borne by LMPFA or any distributor of a Fund, including management fees, fees for
necessary professional services, expenses under a transfer agency agreement, expenses under a
custodial agreement, organizational expenses, Fund board expenses, expenses of a Fund pursuant to
any shareholder service or distribution plan, amortization of organizational expenses and costs
associated with regulatory compliance and maintaining legal existence and shareholder relations,
but excluding: (a) any expenses or charges related to litigation, derivative actions, demand
related to litigation, regulatory or other government investigations and proceedings, “for cause”
regulatory inspections and indemnification or advancement of related expenses or costs, to the
extent any such expenses are considered extraordinary expenses for the purposes of fee disclosure
in Form N-1A as the same may be amended from time to time; (b) transaction costs (such as
brokerage commissions and dealer and underwriter spreads) and taxes; and (c) other extraordinary
expenses as determined for the purposes of fee disclosure in Form N-1A, as the same may be amended
from time to time. Without limiting the foregoing, extraordinary expenses are generally those that
are unusual or expected to recur only infrequently, and may include such expenses, by way of
illustration, as (i) expenses of the reorganization, restructuring, redomiciling or merger of the
Fund or class or the acquisition of all or substantially all of the assets of another fund or
class; (ii) expenses of holding, and soliciting proxies for, a meeting of shareholders of the Fund
or class (except to the extent relating to routine items such as the election of board members or
the approval of the independent registered public accounting firm); and (iii) expenses of
converting to a new custodian, transfer agent or other service provider, in each case to the extent
any such expenses are considered extraordinary expenses for the purposes of fee disclosure in Form
N-1A as the same may be amended from time to time.
2. This Agreement may not be assigned by the Corporation and its successors or LMPFA without
the consent of the other party. This Agreement shall be binding upon any successor to LMPFA.
3. This Agreement may not be amended or terminated except by a writing signed by the parties.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day
and year first written above.
| XXXX XXXXX PARTNERS FUND ADVISOR, LLC | ||||||
| By: |
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| Name: | ||||||
| Title: | ||||||
| XXXX XXXXX PARTNERS VARIABLE PORTFOLIOS III, INC. |
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| By: |
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| Name: | ||||||
| Title: | ||||||
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Exhibit A
| Expenses After | ||||||
| Fund | Class | Waiver/Reimbursement | ||||
Xxxx Xxxxx Partners Variable Large Cap
Growth Portfolio
|
I | 0.78% | ||||
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