EXPENSE LIMITATION AGREEMENT
Exhibit
13(g)
EXPENSE
LIMITATION AGREEMENT (the “Agreement”), effective as of May 1, 2007 by and
between Wilshire Associates Incorporated, a California corporation (the
“Advisor”) and Wilshire Variable Insurance Trust (the “Trust”), on behalf of the
2010 Aggressive Fund, 2010 Moderate Fund, 2010 Conservative Fund, 2015 Moderate
Fund, 2025 Moderate Fund, 2035 Moderate Fund and 2045 Moderate Fund (each, a
“Fund” and collectively, the “Funds”).
WHEREAS,
the Trust is a Delaware statutory trust, and 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 series of the Trust;
WHEREAS,
the Trust and the Advisor have entered into a Investment Advisory Agreement
dated April 28, 2006 (“Advisory Agreement”), pursuant to which the Advisor
provides investment management services to the Funds for compensation based on
the value of the average daily net assets of each 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 maintain the expenses of the Fund
at a level below the level to which the Fund may otherwise be
subject;
NOW
THEREFORE, the parties hereto agree as follows:
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1.
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EXPENSE
LIMITATION.
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1.1 Applicable Expense
Limit. To the extent that the ordinary operating expenses
incurred by a Fund for the period ending April 30, 2009, including but not
limited to investment advisory fees of the Advisor, but excluding fees and
expenses of the underlying funds in which the Fund may invest (“Fund Operating
Expenses”), exceed the Operating Expense Limit, as defined in Section 1.2
below, such excess amount (the “Excess Amount”) shall be the liability of the
Advisor to the extent set forth in this Agreement.
1.2 Operating Expense
Limit. The Operating Expense Limit with respect to each Fund
shall be 0.50% (annualized) of the average daily net assets of the
Fund.
1.3 Duration of Operating
Expense Limit. The Operating Expense Limit with respect to
each Fund shall remain in effect during the term of this Agreement.
1.4 Method of
Computation. To determine the Advisor’s obligation with
respect to the Excess Amount, each day the Fund Operating Expenses for a Fund
shall be annualized. If the annualized Fund Operating Expenses for
any day of the Fund exceed the Operating Expense Limit of the Fund, the Advisor
shall waive or reduce its investment advisory fee or absorb the other Fund
expenses in an amount sufficient to pay that day’s Excess Amount. The
Trust may offset amounts owed to the Fund pursuant to this Agreement against the
advisory fee payable to the Advisor.
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2.
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REIMBURSEMENT OF FEE
WAIVERS AND EXPENSE
REIMBURSEMENTS.
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If on any
day during which the Advisory Agreement is in effect, the estimated annualized
Fund Operating Expenses of the Fund for that day are less than the Operating
Expense Limit, the Advisor shall be entitled to reimbursement by a Fund of the
investment advisory fees waived or reduced, and any other expense reimbursements
or similar payments remitted by the Adviser to the Fund pursuant to
Section 1 hereof (the “Reimbursement Amount”) during any of the first three
years subsequent to the Fund’s commencement of operations, to the extent that
the Fund’s annualized Operating Expenses plus the amount so reimbursed equals,
for such day, the Operating Expense Limit, provided that such amount paid to the
Advisor will in no event exceed the total Reimbursement Amount and will not
include any amounts previously reimbursed.
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3.
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TERM AND TERMINATION
OF AGREEMENT.
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This
Agreement shall terminate upon the earlier of termination of the Advisory
Agreement or on April 30, 2009. The obligation of the Advisor
under Section 1 of this Agreement and of the Trust under Section 2 of
this Agreement shall survive the termination of the Agreement solely as to
expenses and obligations incurred prior to the date of such
termination.
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4.
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MISCELLANEOUS.
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4.1 Captions. The
captions in this Agreement are included for convenience of reference only and in
no other way define or delineate any of the provisions hereof or otherwise
affect their construction or effect.
4.2 Interpretation. Nothing
herein contained shall be deemed to require the Trust or the Fund to take any
action contrary to the Trust’s Declaration of Trust or By-Laws, or any
applicable statutory or regulatory requirement to which it is subject or by
which it is bound, or to relieve or deprive the Trust’s Board of Trustees of its
responsibility for and control of the conduct of the affairs of the Trust or the
Fund.
4.3 Definitions. Any
question of interpretation of any term or provision of this Agreement, including
but not limited to the investment advisory fee, the computations of net asset
values, and the allocation of expenses, having a counterpart in or otherwise
derived from the terms and provisions of the Advisory Agreement or the 1940 Act,
shall have the same meaning as and be resolved by reference to such Advisory
Agreement or the 1940 Act.
4.4 Amendments. This
Agreement may be amended only by a written agreement signed by each of the
parties hereto.
4.5 Limitation of
Liability. This Agreement is executed by or on behalf of the
Trust, and Advisor is hereby expressly put on notice of the limitation of
shareholder liability as set forth in the Agreement and Declaration of Trust, as
amended, of the Trust and agrees that the obligations assumed by the Trust
pursuant to this Agreement shall be limited in all cases to the Trust and its
assets, and Advisor shall not seek satisfaction of any such obligations from the
trustees, officers or shareholders of the Trust.
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IN
WITNESS WHEREOF, the parties have caused this Agreement to be signed by their
respective officers thereunto duly authorized and their respective corporate
seals to be hereunto affixed, as of the day and year first above
written.
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WILSHIRE
ASSOCIATES INCORPORATED
By:
/s/ Xxxxxxxx X. Xxxxxxx
Name:
Xxxxxxxx X. Xxxxxxx
Title:
Senior Managing Director
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By:
/s/ Xxxxxxxx X. Xxxxxxx
Name:
Xxxxxxxx X. Xxxxxxx
Title:
President
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