EXPENSE LIMITATION AGREEMENT
EXPENSE LIMITATION AGREEMENT (the "Agreement"), effective as of May 1, 2006
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:
1. EXPENSE LIMITATION.
1.1 Applicable Expense Limit. To the extent that the ordinary operating
expenses incurred by a Fund for the period ending April 30, 2007, 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.
2. REIMBURSEMENT OF FEE WAIVERS AND EXPENSE REIMBURSEMENTS.
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.
3. TERM AND TERMINATION OF AGREEMENT.
This Agreement shall terminate upon the earlier of termination of the
Advisory Agreement or on April 30, 2007. 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.
4. MISCELLANEOUS.
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.
WILSHIRE ASSOCIATES INCORPORATED.....
By:... /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name:. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Managing Director
WILSHIRE VARIABLE INSURANCE TRUST
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: President
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