Exhibit 4(b)
FEE WAIVER AGREEMENT
THIS FEE WAIVER AGREEMENT (the "Agreement") is signed as of September 29,
2006 by ▇▇▇▇▇▇▇ ▇▇▇▇▇ Retirement Series Trust on behalf of ▇▇▇▇▇▇▇ ▇▇▇▇▇
Retirement Reserves Money Fund (the "Trust"), FAM Distributors, Inc., a Delaware
corporation and BlackRock Distributors, Inc., a Delaware corporation (each a
"Distributor" and together the "Distributors").
WHEREAS, the Trust and each Distributor have entered into an Amended and
Restated Distribution Plan pursuant to Rule 12b-1, dated September 29, 2006,
whereby each Distributor agrees to act as the distributor and representative of
the Trust in the offer and sale of Class II shares of beneficial interest (such
shares of beneficial interest sold through the Distributors being referred to
herein as the "Distributor Class II Shares");
WHEREAS, pursuant to the provisions of Rule 12b-1 of the Investment
Company Act of 1940, as amended (the "Investment Company Act"), the Trust pays
each Distributor a fee at the annual rate of 0.20% of average daily net asset
value of the Distributor Class II Shares sold by such Distributor for
distribution and to defray the expenses associated with the provision of
marketing and advertising services by the Distributor to the Trust;
WHEREAS, each Distributor desires to waive the 12b-1 fee in its entirety;
WHEREAS, each Distributor understands and intends that the Trust will rely
on this Fee Waiver Agreement in preparing a registration statement on Form N-1A
and in accruing the expenses of the Trust for purposes of calculating net asset
value and for other purposes, and expressly permits the Trust to do so; and
WHEREAS, the shareholders of the Trust will benefit from the ongoing
waiver by incurring lower operating expenses than they would absent such
waivers.
NOW, THEREFORE, each Distributor agrees to waive the 0.20% 12b-1 fee for
the period of this Agreement.
This contractual fee waiver shall be effective through November 30, 2007
and for annual periods thereafter unless a Distributor shall notify the Trust of
the termination of the contractual fee waiver not less than 30 days prior to the
end of the then annual period.
IN WITNESS WHEREOF, each Distributor and the Trust have agreed to this Fee
Waiver Agreement as of the day and year first above written.
BLACKROCK DISTRIBUTORS, INC.
By:
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FAM DISTRIBUTORS, INC.
By:
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▇▇▇▇▇▇▇ ▇▇▇▇▇ RETIREMENT
SERIES TRUST
By:
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Name:
Title: