Exhibit 8(e)
FEE WAIVER/EXPENSE
REIMBURSEMENT AGREEMENT
THIS FEE WAIVER/EXPENSE REIMBURSEMENT AGREEMENT (the "Agreement") is
made as of [ ], 2007 by and among BlackRock Advisors, LLC (the "Investment
Adviser"), BlackRock Large Cap Series Funds, Inc. (the "Corporation"), on
behalf of itself and each of its series listed on Exhibit A (each a "Fund" and
together the "Funds"), and Master Large Cap Trust (the "Trust").
WHEREAS, each Fund invests all of its assets in a corresponding "master"
portfolio (each, a "Portfolio" and together, the "Portfolios") of the Trust in
a master/feeder structure;
WHEREAS, the Investment Adviser and the Corporation, on behalf of itself
and each of the Funds, have entered into an administration agreement (the
"Administration Agreement") whereby the Investment Adviser provides certain
administrative services to the Fund;
WHEREAS, the Investment Adviser and the Trust, on behalf of itself and
each Portfolio, have entered into an investment advisory agreement, dated as
of September 29, 2006 (the "Investment Advisory Agreement"), whereby the
Investment Adviser manages each Portfolio's portfolio of investments under the
overall supervision of the Trust's Board of Trustees for a fee (the "advisory
fee") at the following annual rates:
o with respect to Master Large Cap Growth Portfolio, 0.50% of the
Portfolio's average daily net assets not exceeding $5 billion and
0.45% of the Portfolio's average daily net assets in excess of $5
billion,
o with respect to Master Large Cap Value Portfolio, 0.50% of the
Portfolio's average daily net assets not exceeding $3 billion and
0.45% of the Portfolio's average daily net assets in excess of $3
billion, and
o with respect to Master Large Cap Core Portfolio, 0.50% of the
Portfolio's average daily net assets not exceeding $1 billion,
0.45% of the Portfolio's average daily net assets in excess of $1
billion but not exceeding $5 billion, and 0.40% of the Portfolio's
average daily net assets in excess of $5 billion.
WHEREAS, the Investment Adviser desires to waive all or a portion of its
fees, and/or reimburse all or a portion of the expenses of the Funds and/or
the Trust, under the Administration Agreement and/or the Investment Advisory
Agreement as may from time to time be necessary as provided herein;
WHEREAS, the Investment Adviser understands and intends that the
Corporation and the Trust will rely on this Agreement in preparing
registration statements on Form N-1A and in accruing the expenses of the Funds
and the Trust for purposes of calculating net asset value and for other
purposes, and expressly permits the Corporation and the Trust to do so; and
WHEREAS, shareholders of the Funds and holders of interests in the Trust
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, the Investment Adviser agrees to waive fees and/or
reimburse direct expenses of each Fund and/or the Trust to the extent
necessary to limit the ordinary annual operating expenses of each Fund to
0.65% of the average daily net assets of the Fund for the annual period;
provided, however, that in no event shall the sum of the fees waived and the
expenses reimbursed by the Investment Adviser exceed the amount of fees
actually due to the Investment Adviser under the Investment Advisory
Agreement. The relative amounts of the fees waived and the expenses reimbursed
by the Investment Adviser pursuant to this paragraph and the relative
reduction of the advisory fee pursuant to this paragraph will be determined by
the Investment Adviser in its discretion, so long as the total ordinary annual
operating expenses incurred by shares of the Funds do not exceed the amount
stated above.
This contractual fee waiver and/or expense reimbursement shall be
effective from [ ], 2007 until the end of the current fiscal year of
the Funds and the Trust, and shall remain effective for each fiscal year
thereafter unless the Investment Adviser shall notify the Funds and the Trust
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.
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IN WITNESS WHEREOF, the Investment Adviser, the Corporation and the
Trust 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: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Managing Director
BLACKROCK LARGE CAP SERIES FUNDS, INC.
By:
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President and Treasurer
MASTER LARGE CAP TRUST
By:
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President and Treasurer
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Exhibit A
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BlackRock Large Cap Growth Retirement Portfolio
BlackRock Large Cap Value Retirement Portfolio
BlackRock Large Cap Core Retirement Portfolio
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