Exhibit 8(g)
FEE WAIVER AGREEMENT
THIS FEE WAIVER AGREEMENT (this "Agreement") is entered into as of the ___
day of _______, 2002, by and between Xxxxxxx Xxxxx Principal Protected Trust
(the "Trust") on behalf of its series, the Xxxxxxx Xxxxx Basic Value Principal
Protected Fund (the "Fund"), and Fund Asset Management, L.P. (the "Investment
Adviser"), the investment adviser to the Fund.
RECITALS:
WHEREAS, the Trust, on behalf of the Fund, and the Investment Adviser are
parties to a management agreement (the "Management Agreement"), dated as of
_______ ___, 2002, pursuant to which the Investment Adviser is generally
entitled to receive monthly compensation at the annual rate of 0.65% of the
average daily net assets of the Fund (the "Management Fee") for its services to
the Fund;
WHEREAS, the Investment Adviser desires to waive its Management Fee under
the Management Agreement to the extent necessary to keep the Fund's total annual
Fund operating expenses below the threshold set forth herein; and
WHEREAS, shareholders of the Fund will benefit from the waiver by
incurring lower fund operating expenses than they would absent such waiver.
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements herein contained, and for other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged, each
of the parties hereto agrees as follows:
1. Waiver of Management Fee; Duration. The Investment Adviser hereby
agrees to waive its Management Fee to the extent necessary to reduce the total
annual Fund operating expenses of each of the Class A, Class B, Class C and
Class D shares of the Fund, taken separately, to not more than 1.99% of Fund
assets. The limit of 1.99% of Fund assets shall be exclusive of any distribution
fee and/or service fee that may be payable by any Class of shares. This
Agreement has a one-year term and is renewable annually thereafter at the
election of the Investment Adviser.
2. Acknowledgments of Investment Adviser. The Investment Adviser hereby
acknowledges that the Trust will rely on this Agreement in preparing a
registration statement on Form N-1A relating to the Fund and any amendments and
supplements thereto and in accruing the Fund's expenses for purposes of
calculating net asset value and for other purposes, and expressly permits the
Trust to do so.
3. Governing Law. This Agreement shall be construed and enforced in
accordance with, and the rights of the parties shall be governed by, the laws of
the State of New York, without giving effect to the principles of conflicts of
laws thereof.
1
4. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original and all of which
together shall constitute one and the same agreement.
IN WITNESS WHEREOF, the Investment Adviser and the Trust have executed
this Agreement as of the date and year first written above.
FUND ASSET MANAGEMENT, L.P.
By: Princeton Services, Inc., its General
Partner
By: _____________________________________
Name:
Title:
XXXXXXX XXXXX PRINCIPAL PROTECTED TRUST,
on behalf of its series, the Xxxxxxx
Xxxxx Basic Value Principal Protected
Fund
By: _____________________________________
Name:
Title:
2
