December 15, 2022 To the Trustees of: John Hancock Variable Insurance Trust Boston, MA 02116 Re: Advisory Fee Waiver Agreement
Exhibit (h)(10)
| ▇▇▇▇ ▇▇▇▇▇▇▇ Variable Trust Advisers LLC |  |
| ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ | |
| Boston, MA 02116 | |
December 15, 2022
To the Trustees of:
▇▇▇▇ ▇▇▇▇▇▇▇ Variable Insurance Trust
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Boston, MA 02116
Re: Advisory Fee Waiver Agreement
With reference to the Amended and Restated Advisory Agreement dated September 26, 2008, as amended, entered into by and between ▇▇▇▇ ▇▇▇▇▇▇▇ Variable Trust Advisers LLC (the “Adviser”) and ▇▇▇▇ ▇▇▇▇▇▇▇ Variable Insurance Trust (the “Trust”), on behalf of each series of the Trust (each, a “Fund” and collectively, the “Funds”), we hereby notify you as follows:
1. The Adviser agrees to waive its advisory fee for each Fund and, to the extent necessary, bear other expenses, as set forth in the Appendix attached hereto. As noted in the Appendix, certain waivers are voluntary and may be terminated at any time by the Adviser upon notice to the Trust.
2. We understand and intend that you will rely on this undertaking in overseeing the preparation and filing of Post-effective Amendments to the Registration Statements on Form N-1A for the Trust and the Fund with the Securities and Exchange Commission and in accruing the Fund’s expenses for purposes of calculating its net asset value per share and for other purposes permitted under Form N-1A and/or the Investment Company Act of 1940, as amended, and we expressly permit you so to rely.
| Very truly yours, | ||||
| ACCEPTED BY: | ||||
| ▇▇▇▇ ▇▇▇▇▇▇▇ VARIABLE TRUST ADVISERS LLC | ▇▇▇▇ ▇▇▇▇▇▇▇ VARIABLE INSURANCE TRUST | |||
| By: | /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ | By: | /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ | |
| Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ | Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ | |||
| Title: Chief Financial Officer | Title: Chief Financial Officer | |||
Appendix
Lifestyle Balanced Portfolio
Lifestyle Conservative Portfolio
Lifestyle Growth Portfolio
Lifestyle Moderate Portfolio
The Adviser voluntarily agrees to reduce its advisory fee that would be payable by each Fund listed above (after giving effect to asset-based breakpoints) by 0.005% of the fund’s average daily net assets. This voluntary management fee waiver may be terminated at any time by the Adviser upon notice to the Trust.
Lifestyle Balanced Portfolio
Lifestyle Conservative Portfolio
Lifestyle Growth Portfolio
Lifestyle Moderate Portfolio
The Adviser contractually agrees until April 30, 2024 to reimburse Expenses of each class of shares of the Funds listed below so that Expenses for a class of shares do not exceed the Expense Limit set forth below. Expenses include all expenses of the Fund attributable to the class except: (a) advisory fees, (b) Rule 12b-1 fees, (c) taxes, (d) portfolio brokerage commissions, (e) interest, (f) underlying fund expenses, (g) litigation and indemnification expenses and other extraordinary expenses not incurred in the ordinary course of the business of the Trust and (h) short dividends.
| (Expense Limit | |
| (as a percentage of the Average Annual | |
| Fund | Net Assets of the class of shares) |
| Lifestyle Balanced Portfolio | 0.04% |
| Lifestyle Conservative Portfolio | 0.04% |
| Lifestyle Growth Portfolio | 0.04% |
| Lifestyle Moderate Portfolio | 0.04% |
This expense limit expires on April 30, 2024 unless renewed by mutual agreement of the Fund and the Adviser based upon a determination that this is appropriate under the circumstances at that time.
Managed Volatility Balanced Portfolio
Managed Volatility Conservative Portfolio
Managed Volatility Growth Portfolio
Managed Volatility Moderate Portfolio
The Adviser voluntarily agrees to reduce the advisory fee that would be payable by each series of the Trust listed below (after giving effect to asset-based breakpoints) by 0.010% of the Fund’s average daily net assets.
| 2 |
Managed Volatility Balanced Portfolio
Managed Volatility Conservative Portfolio
Managed Volatility Growth Portfolio
Managed Volatility Moderate Portfolio
This voluntary advisory fee waiver may be terminated at any time by the Adviser upon notice to the Trust.
Small Cap Opportunities Trust
The Adviser contractually agrees until April 30, 2024 to waive its advisory fee for the Fund listed above so that the amount retained by the Adviser after payment of the subadvisory fee does not exceed 0.45% of the Fund’s average daily net assets.
This advisory fee waiver expires on April 30, 2024 unless renewed by mutual agreement of the Fund and the Adviser based upon a determination that this is appropriate under the circumstances at that time.
Strategic Equity Allocation Trust
The Adviser voluntarily agrees to waive its advisory fee for the Strategic Equity Allocation Trust so that the amount retained by the Adviser after payment of the subadvisory fee does not exceed 0.45% of the Fund’s average daily net assets. This voluntary management fee waiver may be terminated at any time by the Adviser upon notice to the Trust.
Money Market Trust
The Adviser and its affiliates have voluntarily agreed to waive a portion of their fees (including, but not limited to, Rule 12b-1 fees) and/or reimburse certain expenses to the extent necessary to assist the fund in attempting to achieve a positive yield. These fee waivers and/or expense reimbursements are voluntary and may be amended or terminated at any time by the Adviser on notice to the Trust.
500 Index Trust
International Equity Index Trust
Money Market Trust
Total Bond Market Trust
The Adviser contractually agrees until April 30, 2024 to reimburse Expenses of each class of the Funds listed below so that the Expenses for each class of the Fund do not exceed the amounts listed below. Expenses of the Fund attributable to the class include all expenses of the Fund including advisory fees but excluding: (a) taxes, (b) portfolio brokerage commissions, (c) interest, (d) litigation and indemnification expenses and other extraordinary expenses not incurred in the ordinary course of the business of the Trust, (e) short dividends, (f) acquired fund fees and (g) Rule 12b-1 fees.
| 3 |
| Fund | Expense Limit (as a percentage of Average Daily Net Assets of the Fund) |
| 500 Index Trust | 0.25% |
| International Equity Index Trust | 0.34% |
| Money Market Trust | 0.28% |
| Total Bond Market Trust | 0.25% |
Each expense reimbursement expires on April 30, 2024 unless renewed by mutual agreement of the Fund and the Adviser based upon a determination that this is appropriate under the circumstances at that time. This expense reimbursement supercedes all prior agreements by the Adviser to reimburse expenses of the Funds.
▇. ▇▇▇▇ Price Subadvised Funds
The Adviser has voluntarily agreed to reduce the management fee for each of the following funds subadvised by ▇. ▇▇▇▇ Price Associates, Inc. (“▇. ▇▇▇▇ Price”) by the amount that the subadvisory fee for the Fund is reduced by ▇. ▇▇▇▇ Price pursuant to the Amended ▇▇▇▇ ▇▇▇▇▇▇▇ Relationship Pricing Discount Letter between ▇▇▇▇ ▇▇▇▇▇▇▇ Variable Trust Advisers LLC and ▇. ▇▇▇▇ Price Associates, Inc. dated March 30, 2022.
Blue Chip Growth Trust
Capital Appreciation Value Trust
Equity Income Trust
Health Sciences Trust
Mid Value Trust
Science & Technology Trust
Small Company Value Trust
This voluntary expense reimbursement will continue in effect until terminated at any time by the Adviser on notice to the Trust.
Real Estate Securities Trust
This voluntary expense reimbursement will continue in effect until terminated at any time by the Adviser on notice to the Trust.
Managed Volatility Balanced Portfolio
Managed Volatility Conservative Portfolio
Managed Volatility Growth Portfolio
Managed Volatility Moderate Portfolio
(the “Managed Volatility Portfolios”)
The Adviser voluntarily agrees to waive its advisory fee for each Managed Volatility Portfolio so that the aggregate advisory fee retained by the Adviser with respect to both the Managed Volatility Portfolio and its underlying investments (after payment of subadvisory fees) does not exceed 0.50% of the Managed Volatility Portfolio’s first $7.5 billion of average daily net assets and 0.49% of the Managed Volatility Portfolio’s average daily net assets in excess of $7.5 billion. The Adviser may terminate this voluntary waiver at any time as to a Managed Volatility Portfolio upon notice to such Managed Volatility Portfolio.
| 4 |
Lifestyle Balanced Portfolio
Lifestyle Conservative Portfolio
Lifestyle Growth Portfolio
Lifestyle Moderate Portfolio
The Adviser voluntarily agrees to waive its advisory fee for each Lifestyle Portfolio so that the aggregate advisory fee retained by the Adviser with respect to both the Lifestyle Portfolio and its underlying investments (after payment of subadvisory fees) does not exceed 0.50% of the Lifestyle Portfolios’ first $7.5 billion of average daily net assets and 0.49% of the Lifestyle Portfolios’ average daily net assets in excess of $7.5 billion. The Adviser may terminate this voluntary waiver at any time as to a Lifestyle Portfolio upon notice to such Lifestyle Portfolio.
Lifecycle Portfolios
The Adviser voluntarily agrees to waive its advisory fee for each Lifecycle Portfolio (each a “Fund”) so that the aggregate advisory fee retained by the Adviser with respect to both the Fund and its underlying investments (after payment of subadvisory fees) does not exceed 0.51% of the Fund’s first $7.5 billion of average daily net assets and 0.50% of the Fund’s average daily net assets in excess of $7.5 billion. The Adviser may terminate this voluntary waiver as to a Lifecycle Portfolio at any time upon notice to such Lifecycle Portfolio.
Mid Cap Index Trust
The Adviser contractually agrees until April 30, 2024 to reduce its advisory fee that would be payable by the Mid Cap Index Trust (after giving effect to asset-based breakpoints) by 0.10% of the fund’s average daily net assets.
This advisory fee waiver expires on April 30, 2024 unless renewed by mutual agreement of the Mid Cap Index Trust and the Adviser based upon a determination that this is appropriate under the circumstances at that time.
Small Cap Index Trust
The Adviser contractually agrees until April 30, 2024 to reduce its advisory fee that would be payable by the Small Cap Index Trust (after giving effect to asset-based breakpoints) by 0.05% of the fund’s average daily net assets.
This advisory fee waiver expires on April 30, 2024 unless renewed by mutual agreement of the Small Cap Index Trust and the Adviser based upon a determination that this is appropriate under the circumstances at that time.
| 5 |
Ultra Short Term Bond Trust
The Adviser voluntarily agrees to reduce the advisory fee that would be payable by Ultra Short Term Bond Trust (after giving effect to asset-based breakpoints) by 0.06% of the Fund’s average daily net assets.
This voluntary advisory fee waiver may be terminated at any time by the Adviser upon notice to the Trust.
Fundamental Large Cap Value Trust
The Adviser voluntarily agrees to reduce the advisory fee that would be payable by Fundamental Large Cap Value Trust (after giving effect to asset-based breakpoints) by 0.003% of the Fund’s average daily net assets.
This voluntary advisory fee waiver may be terminated at any time by the Adviser upon notice to the Trust.
Science & Technology Trust
The Adviser voluntarily agrees to waive its advisory fee for the Science & Technology Trust so that the amount retained by the Adviser after payment of the subadvisory fee does not exceed 0.45% of the Fund’s average daily net assets. This voluntary management fee waiver may be terminated at any time by the Adviser upon notice to the Trust.
Total Stock Market Index Trust
The Adviser voluntarily agrees to reduce the advisory fee that would be payable by the Total Stock Market Index Trust (after giving effect to asset-based breakpoints) by 0.07% of the Fund’s average daily net assets.
This voluntary advisory fee waiver may be terminated at any time by the Adviser upon notice to the Trust.
Select Bond Trust
The Adviser voluntarily agrees to reduce the advisory fee that would be payable by the Select Bond Trust (after giving effect to asset-based breakpoints) by 0.02% of the Fund’s average daily net assets. This voluntary advisory fee waiver may be terminated at any time by the Adviser upon notice to the Trust.
In addition, the Adviser voluntarily agrees to waive and/or reimburse all class specific expenses for the share classes of the Trust listed below, to the extent they exceed the amount of average daily net assets (on an annualized basis) attributable to the classes set forth:
Select Bond Trust Series I: 0.04%
Select Bond Trust Series II: 0.24%
| 6 |
This voluntary class specific waiver may be terminated at any time by the Adviser upon notice to the Trust.
Opportunistic Fixed Income Trust (formerly, Global Bond Trust)
The Adviser voluntarily agrees to reduce the advisory fee that would be payable by the Opportunistic Fixed Income Trust (after giving effect to asset-based breakpoints) by 0.02% of the Fund’s average daily net assets. This voluntary advisory fee waiver may be terminated at any time by the Adviser upon notice to the Trust.
Funds Listed in Attachment A
The Adviser voluntarily agrees to reduce its management fee for the Fund, or if necessary make payment to the Fund, in an amount equal to the amount by which the “Expenses” of the Fund exceed the percentage of average daily net assets (on an annualized basis) of the Fund listed in Attachment A. “Expenses” means all the expenses of the Fund, excluding (a) taxes, (b) brokerage commissions, (c) interest expense, (d) litigation and indemnification expenses and other extraordinary expenses not incurred in the ordinary course of the Fund’s business (e) advisory fee, (f) 12b-1 fee, (g) underlying fund expenses and, in the case of a feeder fund, the expenses of the master fund, and (h) short dividends. This voluntary expense reimbursement will continue in effect until terminated at any time by the Adviser on notice to the Trust.
| 7 |
Attachment A
| Platform | Fund | Fund Name | Cap % | Effective Date | Expiration Date |
| JHVIT | 675C | JHVIT Active Bond Trust | 0.150% | 10/1/2009 | Voluntary |
| JHVIT | 2CIP | JHVIT American Asset Allocation Trust | 0.100% | 5/1/2010 | Voluntary |
| JHVIT | 2CIJ | JHVIT American Global Growth Trust | 0.100% | 5/1/2010 | Voluntary |
| JHVIT | 2A19 | JHVIT American Growth Trust | 0.100% | 10/1/2009 | Voluntary |
| JHVIT | 2A21 | JHVIT American Growth - Income Trust | 0.100% | 10/1/2009 | Voluntary |
| JHVIT | 2A20 | JHVIT American International Trust | 0.100% | 10/1/2009 | Voluntary |
| JHVIT | 2C25 | JHVIT Blue Chip Growth Trust | 0.200% | 10/1/2009 | Voluntary |
| JHVIT | 2C75 | JHVIT Capital Appreciation Trust | 0.200% | 10/1/2009 | Voluntary |
| JHVIT | 2CKR | JHVIT Capital Appreciation Value Trust | 0.200% | 10/1/2009 | Voluntary |
| JHVIT | 2A39 | JHVIT Core Bond Trust | 0.150% | 10/1/2009 | Voluntary |
| JHVIT | 3369 | JHVIT Disciplined Value International Trust (formerly, JHVIT International Value Trust) | 0.250% | 10/1/2009 | Voluntary |
| JHVIT | 3363 | JHVIT Emerging Markets Value Trust | 0.250% | 10/1/2009 | Voluntary |
| JHVIT | 2C26 | JHVIT Equity Income Trust | 0.200% | 10/1/2009 | Voluntary |
| JHVIT | 2C78 | JHVIT Financial Industries Trust | 0.200% | 10/1/2009 | Voluntary |
| JHVIT | 2A17 | JHVIT Fundamental All Cap Core Trust | 0.200% | 10/1/2009 | Voluntary |
| JHVIT | 2A28 | JHVIT Fundamental Large Cap Value Trust | 0.200% | 10/1/2009 | Voluntary |
| JHVIT | 3368 |
JHVIT Global Equity Trust (formerly, JHVIT Global Trust) |
0.250% | 5/1/2010 | Voluntary |
| JHVIT | 2C77 | JHVIT Health Sciences Trust | 0.200% | 10/1/2009 | Voluntary |
| JHVIT | 2C46 | JHVIT High Yield Trust | 0.150% | 10/1/2009 | Voluntary |
| JHVIT | 3364 | JHVIT International Small Company Trust | 0.250% | 10/1/2009 | Voluntary |
| JHVIT | 2C03 | JHVIT Investment Quality Bond Trust | 0.150% | 10/1/2009 | Voluntary |
| JHVIT | 2C49 | JHVIT Managed Volatility Balanced Portfolio | 0.100% | 10/1/2009 | Voluntary |
| JHVIT | 2C47 | JHVIT Managed Volatility Conservative Portfolio | 0.100% | 10/1/2009 | Voluntary |
| JHVIT | 2C50 | JHVIT Managed Volatility Growth Portfolio | 0.100% | 10/1/2009 | Voluntary |
| JHVIT | 2C48 | JHVIT Managed Volatility Moderate Portfolio | 0.100% | 10/1/2009 | Voluntary |
| JHVIT | 2C71 | JHVIT Mid Cap Index Trust | 0.075% | 11/1/2009 | Voluntary |
| JHVIT | 2C62 |
JHVIT Mid Cap Growth Trust (formerly, JHVIT Mid Cap Stock Trust) |
0.200% | 10/1/2009 | Voluntary |
| JHVIT | 6743 | JHVIT Mid Value Trust | 0.200% | 10/1/2009 | Voluntary |
| JHVIT | 2C01 | JHVIT Money Market Trust | 0.150% | 10/1/2009 | Voluntary |
| JHVIT | 2C32 | JHVIT Opportunistic Fixed Income Trust (formerly, JHVIT Global Bond Trust) |
0.150% | 10/1/2009 | Voluntary |
| JHVIT | 2A04 | JHVIT Real Estate Securities Trust | 0.200% | 10/1/2009 | Voluntary |
| JHVIT | 2DBK | JHVIT Science and Technology Trust | 0.200% | 10/1/2009 | Voluntary |
| JHVIT | 2Y31 | JHVIT Select Bond Trust | 0.150% | 11/1/2009 | Voluntary |
| JHVIT | 2Y13 | JHVIT Short Term Government Income Trust | 0.150% | 1/1/2009 | Voluntary |
| JHVIT | 2C70 | JHVIT Small Cap Index Trust | 0.075% | 11/1/2009 | Voluntary |
| JHVIT | 2ACK | JHVIT Small Cap Opportunities Trust | 0.200% | 10/1/2009 | Voluntary |
| JHVIT | 6724 | JHVIT Small Cap Stock Trust | 0.200% | 10/1/2009 | Voluntary |
| JHVIT | 6753 | JHVIT Small Cap Value Trust | 0.200% | 10/1/2009 | Voluntary |
| JHVIT | 2C52 | JHVIT Small Company Value Trust | 0.200% | 10/1/2009 | Voluntary |
| JHVIT | 2X1C | JHVIT Strategic Equity Allocation Trust | 0.200% | 3/26/2012 | Voluntary |
| JHVIT | 2A29 | JHVIT Strategic Income Opportunities Trust | 0.150% | 10/1/2009 | Voluntary |
| JHVIT | 2C72 | JHVIT Total Stock Market Index Trust | 0.075% | 11/1/2009 | Voluntary |
| JHVIT | 2Y50 | JHVIT Ultra Short Term Bond Trust | 0.150% | 7/28/2010 | Voluntary |
| 8 |