EXPENSE LIMITATION AGREEMENT GENWORTH VARIABLE INSURANCE TRUST
AGREEMENT made as of the
10th day
of February 2010, 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;
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
to ensure that net annual fund operating expenses (excluding Distribution
(12b-1) Fees, Administrative Service Fees, taxes, interest, trading costs,
acquired fund expenses, expenses paid with securities lending expense offset
credits and non-routine 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 Fund Operating Expenses (excluding Distribution (12b-1)
Fees, Administrative Service fees, taxes, interest, trading costs, acquired fund
expenses, expenses paid with securities lending expense offset credits and
non-routine 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 February
10, 2010 and ending on May 1, 2011, and shall continue in effect from year to
year thereafter for any Fund upon mutual agreement of the Trust and the
Advisor. This Agreement does not supersede or replace any other
agreement currently in effect between the Trust and the Advisor.
The
parties hereto have caused this Agreement to be effective as of the date first
written above.
By:
_________________________
Name and
Title: Xxxxxx X. Xxxxxx, President
GENWORTH
FINANCIAL WEALTH MANAGEMENT, INC.
By:
_________________________
Name and
Title: Xxxxxxxx X. Xxxxxxxxx, Co-Chairman
-2-
SCHEDULE
A
|
Fund
|
Expense
Limit*
|
|
Genworth
Enhanced International Index Fund
|
0.28%
|
|
Genworth
Enhanced Small Cap Index Fund
|
0.27%
|
* As an
annual percentage of the Fund’s average daily net assets.
