Exhibit 8(d)
FEE WAIVER/EXPENSE
REIMBURSEMENT AGREEMENT
THIS FEE WAIVER/EXPENSE REIMBURSEMENT AGREEMENT (the "Agreement") is
signed as of _________________, 2003 by Fund Asset Management, L.P. (the
"Manager"), Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (the
"Distributor") and WCMA Government Securities Fund (the "Fund").
WHEREAS, the Manager has entered into an administration agreement with
the Fund whereby the Manager provides certain administrative services to the
Fund;
WHEREAS, the Manager desires to waive all or a portion of its fees
and/or reimburse direct expenses of the Fund;
WHEREAS, the Distributor has entered into a Class 2 Distribution Plan
pursuant to 12b-1 with the Fund whereby the Distributor provides certain account
maintenance and distribution services to the Fund;
WHEREAS, the Distributor desires to waive all or a portion of its fees
and/or reimburse direct expenses of the Fund;
WHEREAS, the Manager and the Distributor understand and intend 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 for purposes of calculating net
asset value and for other purposes, and expressly permits the Fund to do so; and
WHEREAS, the shareholders 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 and the Distributor agree to waive fees
and/or reimburse direct expenses of the Fund to the extent necessary to ensure
that the net expenses for the Fund's Class ___ shares is [.___% higher than that
of the Master Government Securities Trust's initial feeder fund] [equal to that
of Master Government Securities Trust's initial feeder fund] for the annual
period; provided, however, in no event shall the Manager or the Distributor be
required either to waive fees in excess of the amount of fees actually charged
by the Manager or the Distributor, respectively; and further provided, in no
event shall the Manager or the Distributor be required to reimburse expenses in
excess of the amount of direct expenses actually incurred by the Fund.
This contractual fee waiver and/or reimbursement shall be effective
through _______________________, 2004, and may be renewed for successive one
year periods upon written agreement of the Fund, the Manager and the
Distributor. The Manager and/or the Distributor may terminate its respective
contractual fee waiver and/or reimbursement upon thirty (30) days written notice
to the Fund.
IN WITNESS WHEREOF, the Manager, the Distributor 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: PRINCETON SERVICES, INC.,
General Partner
By: _____________________________________
Name:
Title:
XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX
INCORPORATED
By: _____________________________________
Name:
Title:
WCMA GOVERNMENT SECURITIES FUND
By: _____________________________________
Name:
Title:
