Exhibit 6
FEE WAIVER/EXPENSE
REIMBURSEMENT AGREEMENT
THIS FEE WAIVER/EXPENSE REIMBURSEMENT AGREEMENT (the "Agreement") is made
as of [ ], 2007 by and among BlackRock Advisors, LLC ("BlackRock Advisors") and
BlackRock Large Cap Series Funds, Inc. (the "Corporation"), on behalf of itself
and BlackRock Large Cap Core Fund, a series of the Corporation, (the "Fund").
WHEREAS, BlackRock Advisors and the Corporation have determined that the
total annual fund operating expenses of certain classes of the Fund's shares may
increase as a result of the reorganization with Investment Trust;
WHEREAS, BlackRock Advisors and the Corporation, on behalf of itself and
the Fund, have entered into an administration agreement dated as of September
29. 2006 (the "Administration Agreement") whereby BlackRock Advisors provides
certain administrative services to the Corporation and the Fund;
WHEREAS, BlackRock Advisors desires to waive all or a portion of its fees,
and/or reimburse all or a portion of the expenses of the Fund under the
Administration Agreement, as may from time to time be necessary as provided
herein;
WHEREAS, BlackRock Advisors understands and intends that the Corporation
will rely on this Agreement in preparing registration statements 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 Corporation to do so;
and
WHEREAS, shareholders of the Fund will benefit from the ongoing waivers
and/or reimbursements by incurring lower operating expenses than they would
absent such waivers and/or reimbursements.
NOW, THEREFORE, BlackRock Advisors agrees to waive fees and/or reimburse
direct expenses of the Fund to the extent necessary to limit the ordinary annual
operating expenses (excluding: (i) interest, taxes, brokerage commissions, and
other expenditures which are capitalized in accordance with generally accepted
accounting principles; (ii) expenses incurred indirectly by the Fund as a result
of investments in other investment companies and pooled investment vehicles;
(iii) other expenses attributable to, and incurred as a result of, the Fund's
investments; and (iv) other extraordinary expenses not incurred in the ordinary
course of the Fund's business) (a) with respect to Investor A shares of the
Fund, to 1.11% of the average daily net assets of the Fund attributable to
Investor A shares for the annual period and (b) with respect to Investor B
shares of the Fund, to 1.91% of the average daily net assets of the Fund
attributable to Investor B shares for the annual period; provided, however, that
in no event shall the sum of the fees waived and the expenses reimbursed by
BlackRock Advisors exceed the amount of fees actually due to BlackRock Advisors
under the Administration Agreement. The relative amounts of the fees waived and
the expenses reimbursed by BlackRock Advisors pursuant to this paragraph and the
relative reduction of the administration fee pursuant to this paragraph will be
determined by BlackRock Advisors in its discretion, so long as the total
ordinary annual
operating expenses incurred by the stated classes of shares of the Fund do not
exceed the amounts stated above.
This Agreement shall be effective from the date hereof until October 31,
2008 and shall remain effective for each fiscal year thereafter unless (i)
BlackRock Advisors 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 or (ii) it is terminated by a vote of a majority
of the Board of Directors of the Corporation, including a majority of the
Directors who are not "interested persons" of the Corporation as defined in
Section 2(a)(19) of the Investment Company Act of 1940, as amended.
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IN WITNESS WHEREOF, BlackRock Advisors and the Corporation have agreed to
this Fee Waiver/Expense Reimbursement Agreement as of the day and year first
above written.
BLACKROCK ADVISORS, LLC
By:
By:
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Name: Xxxxxx X. Xxxxx
Title: Managing Director
BLACKROCK LARGE CAP SERIES FUNDS, INC.,
on behalf of itself and BlackRock
Large Cap Core Fund
By:
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Name: Xxxxxx X. Xxxxx
Title: Vice President and Treasurer
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