Exhibit No. EX-99.d.2
FEE WAIVER AND EXPENSE ASSUMPTION AGREEMENT
GENWORTH VARIABLE INSURANCE TRUST
AGREEMENT made as of the ___ day of _____, 2008, by and between Genworth
Variable Insurance Trust, a Delaware statutory trust (the "Trust), on behalf of
each of its series listed on Schedule A hereto (each, a "Fund," and together,
the "Funds"), and Genworth Financial Wealth Management, Inc., a California
corporation (the "Advisor").
WHEREAS, the Advisor has entered into an Investment Advisory Agreement (the
"Investment Advisory Agreement") with the Trust, on behalf of each of the Funds,
pursuant to which the Advisor provides, or arranges for the provision of,
investment advisory services to each Fund, and for which it is compensated based
on the average daily net assets of each such Fund; and
WHEREAS, the Trust and the Advisor have determined that it is appropriate
and in the best interests of each Fund and its shareholders to limit the total
expenses of each Fund to the amount provided for each Fund on Schedule A hereto,
as may be amended from time to time;
NOW, THEREFORE, in consideration of the mutual promises and agreements
herein contained and other good and valuable consideration, the receipt of which
is hereby acknowledged, the parties hereto, intending to be legally bound, do
hereby agree as follows:
1. FEE WAIVER AND EXPENSE ASSUMPTION.
The Advisor hereby agrees to waive all or a portion of its advisory fees
and, if necessary, to assume certain other expenses (to the extent permitted by
the Internal Revenue Code of 1986, as amended) of each Fund, to the extent
necessary so that the Fund's Total Annual Operating Expenses (excluding any
taxes, interest, brokerage fees, insurance costs and extraordinary expenses) do
not exceed a specified percentage of the average daily net assets of the Fund,
as indicated in Schedule A to this Agreement.
2. REIMBURSEMENT.
The Trust, on behalf of each Fund, agrees to repay the Advisor any waived
fees or expenses assumed for the Fund in later periods; provided, however, that
the repayment shall be payable only to the extent that it (1) can be made during
the three years following the time at which the Advisor waived fees or assumed
expenses for the Fund under this Agreement, and (2) can be repaid without
causing the Total Annual Operating Expenses (excluding any taxes, interest,
brokerage fees, insurance costs and extraordinary expenses) of the Fund to
exceed any applicable expense limitation that was in place for the Fund at the
time of the waiver/assumption of expenses. The Trust agrees to furnish or
otherwise make available to the Advisor such copies of its financial statements,
reports, and other information relating to its business and affairs as the
Advisor may, at any time or from time to time, reasonably request in connection
with this Agreement.
3. ASSIGNMENT.
This Agreement may not be assigned by the Advisor without the prior consent
of the Trust.
4. DURATION AND TERMINATION.
This Agreement shall remain in effect for an initial period commencing on
the effective date of this Agreement through ending December 31, 2009, and shall
continue in effect from year to year thereafter upon mutual agreement of the
Trust and the Advisor. This Agreement shall automatically terminate upon the
termination of the Investment Advisory Agreement. In the event of merger or
liquidation of a Fund, this Agreement, as it relates that merged or liquidated
Fund only, shall automatically terminate upon the consummation of such merger or
liquidation transaction.
The parties hereto have caused this Agreement to be effective as of the ___
day of _____, 2008.
GENWORTH VARIABLE INSURANCE TRUST
By:
Name and Title: _________________________________
GENWORTH FINANCIAL WEALTH MANAGEMENT, INC.
By:
Name and Title: _________________________________
SCHEDULE A
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Fund Expense Limit*
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1.40%
Genworth Calamos Growth Fund
Genworth Columbia Mid Cap Value Fund 1.25%
Genworth Xxxxx NY Venture Fund 1.15%
Genworth Xxxxx Xxxxx Large Cap Value Fund 1.15%
Genworth Xxxx Xxxxx Aggressive Growth Fund 1.10%
Genworth PIMCO Low Duration Fund 1.00%
Genworth PIMCO StocksPlus Fund 1.00%
Genworth Xxxxxx International Capital Opportunities Fund 1.35%
Genworth Xxxxxxxxx International Value Fund 1.30%
Genworth Western Asset Management Core Plus Fixed Income Fund 1.05%
* As a percentage of the Fund's average daily net assets.
