EXHIBIT 4(b)
FEE WAIVER AGREEMENT
THIS FEE WAIVER AGREEMENT (the "Fee Waiver Agreement") is signed as of
February __, 2004 by Fund Asset Management, L.P. (the "Investment Adviser" or
"FAM") and Xxxxxxx Xxxxx Inflation Protected Fund (the "Fund").
WHEREAS, the Fund intends to invest all of its assets in a "master"
portfolio (the "Master Portfolio") of Master Inflation Protected Trust (the
"Trust"), a mutual fund that has the same investment objectives and strategies
as the Fund;
WHEREAS, the Investment Adviser has entered into an investment advisory
agreement (the "Feeder Agreement") with the Fund whereby the Investment Adviser
provides certain investment advisory and management services to the Fund;
WHEREAS, the Investment Adviser desires to waive all or a portion of its
fees to the extent necessary to avoid charging the Fund for services provided
under the Feeder Agreement to the extent that such services are provided
pursuant to the Trust's investment advisory agreement with FAM (the "Master
Agreement") in connection with the assets invested by the Fund in the Master
Portfolio.
WHEREAS, the Investment Adviser understands and intends that the Fund will
rely on this Fee Waiver Agreement in preparing post-effective amendments to the
Fund's 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
by incurring lower operating expenses than they would absent such waivers.
NOW, THEREFORE, the Investment Adviser agrees to waive advisory fees under
the Feeder Agreement to the extent necessary to assure that any advisory fees
charged under the Feeder Agreement are based on services provided that are in
addition to, rather than duplicative of, services provided pursuant to the
Master Agreement; provided, however, that, in no event, shall the Investment
Adviser be required to waive fees in excess of the amount of fees actually
charged by the Investment Adviser through its investment in the Master
Portfolio.
This contractual fee waiver shall be effective for the current fiscal year
of the Fund and for each fiscal year thereafter unless the Investment Adviser
shall notify the Fund of the termination of the contractual fee waiver not less
than 30 days prior to the end of the then-current fiscal year.
IN WITNESS WHEREOF, the Investment Adviser and the Fund have agreed to this
Fee Waiver Agreement as of the day and year first above written.
FUND ASSET MANAGEMENT, L.P.
By: _____________________________________
Name: Xxxxxx X. Xxxxx
Title: Treasurer
XXXXXXX XXXXX INFLATION PROTECTED FUND
By: _____________________________________
Name: Xxxxxx X. Xxxxx
Title: Vice President and Treasurer
