Common use of Fund Asset Management, L Clause in Contracts

Fund Asset Management, L. P. will pay, or arrange for an affiliate to pay, a commission to the Underwriter in the amount of $ per share for the Shares purchased by the Underwriter. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Fund a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement between the Underwriter and the Fund in accordance with its terms. Very truly yours, MUNIHOLDINGS INSURED FUND, INC. By:___________________________ Authorized Officer FUND ASSET MANAGEMENT, L.P. By: __________________________ Authorized Officer Confirmed and Accepted, as of the date first above written: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: ___________________________ Authorized Officer

Fund Asset Management, L. P. will pay, or arrange for an affiliate to pay, a commission to the Underwriter in the amount of $ ___________ per share for the Shares purchased by the Underwriter. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Fund a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement between the Underwriter and the Fund in accordance with its terms. Very truly yours, MUNIHOLDINGS INSURED DEBT STRATEGIES FUND, INC. By:___________________________ Authorized Officer FUND ASSET MANAGEMENT, L.P. By: __________________________ Authorized Officer Confirmed and Accepted, as of the date first above written: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: ___________________________ Authorized Officer

Fund Asset Management, L. P. will pay, or arrange for an affiliate to pay, a commission to the Underwriter in the amount of $ per share for the Shares purchased by the Underwriter. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Fund a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement between the Underwriter and the Fund in accordance with its terms. Very truly yours, MUNIHOLDINGS NEW YORK INSURED FUND, INC. By:___________________________ Authorized Officer FUND ASSET MANAGEMENT, L.P. By: __________________________ Authorized Officer Confirmed and Accepted, as of the date first above written: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: ___________________________ Authorized Officer

Fund Asset Management, L. P. will pay, or arrange for an affiliate to pay, a commission to the Underwriter in the amount of $ per share for the Shares purchased by the Underwriter. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Fund a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement between the Underwriter and the Fund in accordance with its terms. Very truly yours, MUNIHOLDINGS NEW YORK INSURED FUNDFUND II, INC. By:___________________________ Authorized Officer FUND ASSET MANAGEMENT, L.P. By: __________________________ Authorized Officer Confirmed and Accepted, as of the date first above written: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: ______________________________________ Authorized Officer

Fund Asset Management, L. P. will pay, or arrange for an affiliate to pay, a commission to the Underwriter in the amount of $ $0.30 per share for the Shares purchased by the Underwriter. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Fund a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement between the Underwriter and the Fund in accordance with its terms. Very truly yours, MUNIHOLDINGS INSURED NEW YORK FUND, INC. By:___________________________ Authorized Officer FUND ASSET MANAGEMENT, L.P. By: __________________________ Authorized Officer Confirmed and Accepted, as of the date first above written: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: ___________________________ Authorized Officer

Fund Asset Management, L. P. will pay, or arrange for an affiliate to pay, a commission to the Underwriter in the amount of $ $0.30 per share for the Shares purchased by the Underwriter. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Fund a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement between the Underwriter and the Fund in accordance with its terms. Very truly yours, MUNIHOLDINGS INSURED CALIFORNIA FUND, INC. By:___________________________ Authorized Officer FUND ASSET MANAGEMENT, L.P. By: __________________________ Authorized Officer Confirmed and Accepted, as of the date first above written: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: ___________________________ Authorized Officer

Fund Asset Management, L. P. will pay, or arrange for an affiliate to pay, a commission to the Underwriter in the amount of $ per share for the Shares purchased by the Underwriter. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Fund a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement between the Underwriter and the Fund in accordance with its terms. Very truly yours, MUNIHOLDINGS INSURED FUNDDEBT STRATEGIES FUND II, INC. By:___________________________ Authorized Officer FUND ASSET MANAGEMENT, L.P. By: __________________________ Authorized Officer Confirmed and Accepted, as of the date first above written: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: ___________________________ Authorized Officer

Fund Asset Management, L. P. will pay, or arrange for an affiliate to pay, a commission to the Underwriter in the amount of $ $____ per share for the Shares purchased by the Underwriter. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Fund a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement between the Underwriter and the Fund in accordance with its terms. Very truly yours, MUNIHOLDINGS INSURED FUNDDEBT STRATEGIES FUND III, INC. By:___________________________ : --------------------------------------- Authorized Officer FUND ASSET MANAGEMENT, L.P. By: __________________________ --------------------------------------- Authorized Officer Confirmed and Accepted, as of the date first above written: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: ___________________________ --------------------------------------- Authorized Officer

Fund Asset Management, L. P. will pay, or arrange for an affiliate to pay, a commission to the Underwriter in the amount of $ per share for the Shares purchased by the Underwriter. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Fund a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement between the Underwriter and the Fund in accordance with its terms. Very truly yours, MUNIHOLDINGS CALIFORNIA INSURED FUND, INC. By:___________________________ Authorized Officer FUND ASSET MANAGEMENT, L.P. By: __________________________ Authorized Officer Confirmed and Accepted, as of the date first above written: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: ___________________________ Authorized Officer

Fund Asset Management, L. P. will pay, or arrange for an affiliate to pay, a commission to the Underwriter in the amount of $ per share for the Shares purchased by the Underwriter. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Fund a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement between the Underwriter and the Fund in accordance with its terms. Very truly yours, MUNIHOLDINGS NEW JERSEY INSURED FUNDFUND II, INC. By:___________________________ Authorized Officer FUND ASSET MANAGEMENT, L.P. By: __________________________ Authorized Officer Confirmed and Accepted, as of the date first above written: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: ______________________________________ Authorized Officer

Fund Asset Management, L. P. will pay, or arrange for an affiliate to pay, a commission to the Underwriter in the amount of $ ___________ per share for the Shares purchased by the Underwriter. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Fund a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement between the Underwriter and the Fund in accordance with its terms. Very truly yours, MUNIHOLDINGS INSURED FUND, INC. By:___________________________ Authorized Officer FUND ASSET MANAGEMENT, L.P. By: __________________________ Authorized Officer Confirmed and Accepted, as of the date first above written: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: ___________________________ Authorized Officer