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EXHIBIT 99.(H)(3)
EXPENSE CAP AGREEMENT
Agreement made this 6th day of October, 2000, between Fund Asset
Management, L.P., as administrator (the "Administrator"), and the Merrill Lynch
Investment Managers Funds, Inc., on behalf of Merrill Lynch Total Return Bond
Fund and Merrill Lynch Low Duration Fund (individually, a "Fund" and
collectively, the "Funds").
WHEREAS, the Administrator has agreed to reimburse the Funds for expenses
that exceed certain expense limits for a period of time, and
WHEREAS, shareholders of the Funds benefit from any expense limits agreed
to by the Administrator.
NOW, THEREFORE, the Funds and the Administrator agree to expense limits on
the annual operating expenses of the Funds, as follows:
Expense Limit
(as a percentage of average net assets)
Fund Class A Class B Class C Class D
---- ------- ------- ------- -------
Total Return Bond 0.65% 1.65% 1.65% 0.90%
Low Duration 0.58% 1.48% 1.48% 0.83%
The Administrator agrees to continue the foregoing expense limits through June
30, 2001 and thereafter may change any of them only upon 30 days' prior notice
to the applicable Fund shareholders.
IN WITNESS WHEREOF, the parties have signed this agreement effective as
of the day and year first above written.
FUND ASSET MANAGEMENT, L.P.
/s/ Nigel Hurst-Brown
By ______________________________
Nigel Hurst-Brown
Managing Director
MERRILL LYNCH INVESTMENT MANAGERS
FUNDS, INC.
/s/ Nancy D. Celick
By ______________________________
Nancy D. Celick
President
