FEE WAIVER AND EXPENSE REIMBURSEMENT AGREEMENT
FEE WAIVER AND EXPENSE REIMBURSEMENT AGREEMENT
This FEE WAIVER AND EXPENSE REIMBURSEMENT AGREEMENT (the “Fee Waiver and Expense Reimbursement Agreement”) is dated as of , 2005 by and between FUND ASSET MANAGEMENT, L.P. (the “Manager” or “FAM”) and MANAGED ACCOUNT SERIES (the “Trust”) on behalf of each of the series listed on Schedule A (each, a “Portfolio”).
WHEREAS, the Manager has entered into a management agreement (the “Management Agreement”) with the Trust, on behalf of each Portfolio whereby the Manager provides certain investment advisory and management services to the Trust;
WHEREAS, shares of each Portfolio may be purchased and held only by or on behalf of separately managed account clients who have retained Xxxxxxx Xxxxx Investment Managers, L.P. or certain of its affiliates (collectively, “MLIM”) to manage their accounts pursuant to an investment management agreement with MLIM and/or a managed account program sponsor;
WHEREAS, the Manager desires to waive all of its fees payable by each Portfolio for services provided under the Management Agreement;
WHEREAS, the Manager desires to pay or reimburse all expenses of each Portfolio, other than extraordinary expenses;
WHEREAS, the Manager understands and intends that the Trust and each Portfolio will rely on this Fee Waiver and Expense Reimbursement Agreement in preparing post-effective amendments to the Trust’s registration statement on Form N-1A and in accruing the expenses of the Trust and each Portfolio for purposes of calculating net asset value and for other purposes, and expressly permits the Trust and each Portfolio to do so; and
WHEREAS, the shareholders of each Portfolio will benefit from the ongoing waivers by incurring lower operating expenses than they would absent such waivers.
NOW, THEREFORE, the Manager agrees to (i) waive its advisory fees under the Management Agreement and (ii) pay on behalf of each Portfolio, or reimburse each Portfolio for, all of its costs and expenses, including the respective Portfolio’s costs under the agreements listed on Schedule B, as applicable, other than extraordinary expenses.
This contractual fee waiver and expense reimbursement shall be effective for as long as shares of each Portfolio may be purchased and held only by or on behalf of separately managed account clients who have retained MLIM to manage their accounts pursuant to an investment management agreement with MLIM and/or a managed account program sponsor.
IN WITNESS WHEREOF, the Manager and the Trust have agreed to this Fee Waiver and Expense Reimbursement Agreement as of the day and year first above written.
| FUND ASSET MANAGEMENT, L.P. | ||
| By: |
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| Name: | ||
| Title: | ||
| MANAGED ACCOUNTS SERIES, on behalf of each of its series listed on Schedule A. | ||
| By: |
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| Name: | ||
| Title: | ||
SCHEDULE A
SERIES OF MANAGED ACCOUNT SERIES
U.S. Mortgage Portfolio
High Income Portfolio
Global SmallCap Portfolio
Mid Cap Value Opportunities Portfolio
SCHEDULE B
TRUST AGREEMENTS SUBJECT TO FEE WAIVER
AND EXPENSE REIMBURSEMENT AGREEMENT
Management Agreement dated , 2005, between Managed Account Series, on behalf of each of its series, and Fund Asset Management, L.P.
Unified Transfer Agency Agreement, Dividend Disbursing Agency and Shareholder Servicing Agency Agreement dated January 14, 2005 by and between each of the registered investment companies executing the Agreement, on behalf of itself and each of its respective series, and Financial Data Services, Inc.
Unified Distribution Agreement dated July 10, 2000, by and between each of the investment companies listed on Exhibit A, attached to the Agreement, as such Exhibit may be amended from time to time, severally and not jointly, and FAM Distributors, Inc.
Administrative Services Agreement dated December 29, 2000, by and among State Street Bank and Trust Company and each entity listed on Schedule 1 to the Agreement, together with any entity which may from time to time become party to the Agreement by execution of an Instrument of Accession substantially in the form attached as Exhibit 1 to the Agreement.
Custodian Agreement dated October 26, 2001, by and between each of the investment companies listed on Schedule A, as the same may be amended from time to time, and Xxxxx Brothers Xxxxxxxx & Co.
Custodian Agreement dated September 21, 2001, by and between each of the investment companies listed on Schedule A to the Agreement, as the same may be amended from time to time, and State Street Bank and Trust Company.
