FEE WAIVER AND EXPENSE REIMBURSEMENT AGREEMENT
AGREEMENT, effective as of December 1, 2007, by and among Xxxx Xxxxx Partners Variable Equity
Trust (the “Trust”), a Maryland business trust, on behalf of the following series: Xxxx Xxxxx
Partners Variable Lifestyle Allocation 85%, Xxxx Xxxxx Partners Variable Lifestyle Allocation 70%
and Xxxx Xxxxx Partners Variable Lifestyle Allocation 50% (each, a “Fund”); 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 as provided in Exhibit A (“Expenses After
Waiver/Reimbursement”) of the Fund’s average daily net assets until November 30, 2008. For the
purposes of this Agreement, ordinary operating expenses for the Fund generally include costs not
specifically borne by LMPFA or the 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; (c) Acquired Fund Fees and Expenses, as
such term is defined for purposes of fee disclosure in Form N-1A, as the same may be amended from
time to time; and (d) 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 Trust 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: | |||
| Name | |||
| Title: | |||
| XXXX XXXXX PARTNERS VARIABLE EQUITY TRUST |
|||
| By: | |||
| Name | |||
| Title: | |||
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Exhibit A
| Fund | Expenses After Waiver/Reimbursement | |
| Variable Lifestyle Allocation 85% | 0.20% | |
| Variable Lifestyle Allocation 70% | 0.20% | |
| Variable Lifestyle Allocation 50% | 0.20% | |
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