EXHIBIT 8(d)
FEE WAIVER/EXPENSE
REIMBURSEMENT AGREEMENT
THIS FEE WAIVER/EXPENSE REIMBUSEMENT AGREEMENT (the "Agreement") is made as
of March 13, 2002 by and between Fund Asset Management, L.P. (the "Manager") and
Xxxxxxx Xxxxx Large Cap Series Funds, Inc. (the "Fund") on behalf of itself and
each of its series listed on Exhibit A hereto (the "Series").
WHEREAS, the Manager has entered into the Amended and Restated Fee
Waiver/Expense Reimbursement Agreement dated as of December 21, 1999 (the
"Amended and Restated Agreement") with Master Large Cap Series Trust (the
"Trust"), on behalf of itself and each of its three portfolios;
WHEREAS, the Fund invests all of its assets in the Trust in a master/feeder
structure;
WHEREAS, the Fund is not a party to the Amended and Restated Agreement and
the Manager and the Fund wish to enter into this Agreement to take the place of
the Amended and Restated Agreement;
WHEREAS, the Manager and the Fund have entered into an administration
agreement, whereby the Manger provides certain administrative services to the
Fund and each Series (the "Administration Agreement");
WHEREAS, the Manager desires to waive all or a portion of its fees under
the Administration Agreement and/or reimburse expenses of the Fund and of each
Series as may from time to time be necessary as provided herein;
WHEREAS, the Manager understands and intends that the Fund will rely on
this Agreement in preparing a registration statement on Form N-1A and in
accruing the expenses of the Fund and of each Series for purposes of calculating
net asset value and for other purposes, and expressly permits the Fund to do so;
and
WHEREAS, the shareholders of each Series of the Fund will benefit from the
ongoing waivers and /or reimbursements by incurring lower Fund operating
expenses than they would absent such waivers and/or reimbursements.
NOW, THEREFORE, the Manager agrees to waive fees and /or reimburse direct
expenses of the Fund or the Series to the extent necessary to limit the ordinary
annual operating expenses of each class of shares of each Series of the Fund,
excluding class-specific distribution and account maintenance fees, to 1.50% of
the average daily net assets of the Series for the annual period; provided,
however, in no event shall the Manager be required either to waive fees with
respect to a Series in excess of the amount of fees actually due to the Manager
under the Administration Agreement with respect to that Series or to reimburse
expenses to a Series in excess of the amount of direct expenses actually
incurred by the Series. The relative amounts of
the waiver of fees and reimbursement of expenses by the Manager will be
determined by the Manager in its discretion, so long as the total ordinary
annual operating expenses incurred by each class of shares of each Series of the
Fund do not exceed the amount stated above.
This contractual fee waiver and/or expense reimbursement shall be effective
for the current fiscal year of the Fund and for fiscal years thereafter unless
the Manager shall notify the Fund of the termination of the contractual fee
waiver and /or expense reimbursement not less than 30 days prior to the end of
the then current fiscal year.
IN WITNESS WHEREOF, the Manager and the Fund have agreed to this Fee
Waiver/Expense Reimbursement Agreement as of the day and year first above
written.
FUND ASSET MANAGEMENT, L.P.
By: /s/ Xxxxx X. Xxxxx
-------------------------------
Name: Xxxxx X. Xxxxx
Title:
XXXXXXX XXXXX LARGE CAP SERIES
FUNDS, INC.
By: /s/ Xxxxx X. Xxxxx
-------------------------------
Name: Xxxxx X. Xxxxx
Title:
Acknowledged and
agreed to as replacing
the Amended and
Restated Fee
Waiver/Expense
Reimbursement
Agreement dated as of
December 21, 1999
between Fund Asset
Management, L.P. and
Master Large Cap
Series Trust that is
terminated as of even
date herewith
MASTER LARGE CAP SERIES TRUST
By: /s/ Xxxxx X. Xxxxx
-------------------------------
Name: Xxxxx X. Xxxxx
Title:
2
Exhibit A
Individual Series of XXXXXXX XXXXX LARGE CAP SERIES FUNDS, INC.
Xxxxxxx Xxxxx Large Cap Core Fund
Xxxxxxx Xxxxx Large Cap Value Fund
Xxxxxxx Xxxxx Large Cap Growth Fund
3
Fund Asset Management, L.P.
Princeton Services, Inc.
General Partner
[GRAPHIC OF XXXXXXX XXXXX]
Administrative Offices
000 Xxxxxxxx Xxxx Xxxx
Xxxxxxxxxx, Xxx Xxxxxx 00000
000 000 0000
Mailing address:
X.X. Xxx 0000
Xxxxxxxxx, Xxx Xxxxxx 00000-0000
Xxxxxxx Xxxxx Large Cap Series Funds, Inc. October 1, 2002
000 Xxxxxxxx Xxxx Xxxx
Xxxxxxxxxx, Xxx Xxxxxx 00000
Re: Fee Waiver/Expense Reimbursement Agreement
Gentleman:
This letter is to serve as official Notice that we are terminating the
FEE WAIVER/EXPENSE REMIBURSEMENT AGREEMENT between us dated March 13, 2002.
Sincerely,
Fund Asset Management, L.P.
By:/s/ XXXXXX XXXXX
--------------------------------
Name: Xxxxxx Xxxxx
----------------------------
Title: Treasurer
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