Exhibit 8(b)(2)
FEE WAIVER/EXPENSE REIMBURSEMENT AGREEMENT
THIS FEE WAIVER/EXPENSE REIMBURSEMENT AGREEMENT (the "Agreement"),
effective as of September 29, 2006, is entered into by and among BlackRock
Advisors, LLC ("BlackRock Advisors"), acting in its capacity as the adviser of
Master Small Cap Index Series and Master International Index Series (each, a
"Portfolio") of the Quantitative Master Series Trust (the "Trust"), and as the
administrator of BlackRock Small Cap Index Fund and BlackRock International
Index Fund (each, a "Fund") of BlackRock Index Funds, Inc. (the "Corporation"),
the Trust, on behalf of each Portfolio, and the Corporation, on behalf of each
Fund.
WHEREAS, each Fund invests all of its assets in the corresponding
Portfolio;
WHEREAS, the Board of Directors of the Corporation, the Board of Trustees
of the Trust and BlackRock Advisors have agreed that BlackRock Advisors will
waive a portion of its advisory and administrative fees and/or reimburse the
expenses of the Portfolio to the extent necessary to ensure that total operating
expenses incurred by such Portfolio do not exceed specified amounts;
WHEREAS, BlackRock Advisors understands and intends that each Fund will
rely on this Agreement in preparing a registration statement on Form N-1A and in
accruing Fund expenses for purposes of calculating net asset value and for other
purposes, and expressly permits each Fund to do so; and
WHEREAS, shareholders of each Fund will benefit from the ongoing waivers
and/or expense reimbursements by incurring lower Fund operating expenses than
they would absent such waivers and/or expense reimbursements.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, BlackRock Advisors agrees to waive
a portion of its advisory and administrative fees and/or reimburse the expenses
of the Portfolio to the extent necessary to ensure that the total operating
expenses incurred by each Portfolio do not exceed the following amounts: (i)
0.08% of the Master Small Cap Index Series' average daily net assets; and (ii)
0.12% of the Master International Index Series' average daily net assets. The
relative amounts of the fees waived or the expenses reimbursed by BlackRock
Advisors will be determined by BlackRock Advisors in its discretion, so long as
the expenses incurred by a Portfolio do not exceed the amounts stated above.
This contractual fee waiver/expense reimbursement shall be effective for
each Portfolio's current fiscal year and for fiscal years thereafter unless the
Board of Directors of the Corporation, Board of Trustees of the Trust and
BlackRock Advisors agree otherwise not less than 30 days prior to the end of the
then current fiscal year.
IN WITNESS WHEREOF, BlackRock Advisors, the Trust, on behalf Master Small
Cap Index Series and Master International Index Series, and the Corporation, on
behalf of the BlackRock Small Cap Index Fund and BlackRock International Index
Fund, have agreed to this Fee Waiver/Expense Reimbursement Agreement as of the
day and year first above written.
QUANTITATIVE MASTER SERIES TRUST
By:
------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Vice President & Treasurer
BLACKROCK INDEX FUNDS, INC.
By:
------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Vice President & Treasurer
BLACKROCK ADVISORS, LLC
By:
------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Managing Director
- 2 -
