Exhibit 8(b)
FEE WAIVER AGREEMENT
THIS FEE WAIVER AGREEMENT, dated as of August 2, 1999, is entered into by
and among Fund Asset Management L.P. ("FAM"), acting in its capacity as the
adviser of each series (each, a "Portfolio") of the Index Master Series Trust
(the "Trust"), Xxxxxxx Xxxxx Asset Management, L.P. ("MLAM"), as the
administrator of each series (each, a "Fund") of Xxxxxxx Xxxxx Index Funds, Inc.
(the "Corporation") and the Trust, on behalf of each Portfolio and the
Corporation, on behalf of each Fund.
WHEREAS, each Fund invests all of its assets in a corresponding Portfolio;
WHEREAS, the Board of Directors of the Corporation, the Board of Trustees
of the Trust, FAM and MLAM have agreed that FAM and MLAM will waive all or a
portion of their fees to the extent necessary to ensure that the combination of
the advisory fees paid by a Portfolio and the administration fees paid by the
corresponding Fund do not exceed specified amounts; and
WHEREAS, FAM and MLAM understand and intend 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 permit each Fund to do so; and
WHEREAS, shareholders of each Fund will benefit from the ongoing waivers
by incurring lower Fund operating expenses than they would absent such waivers.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, FAM and MLAM agree to waive fees of
each Fund and/or its corresponding Portfolio to the extent necessary to limit
the aggregate administrative and management fees charged to each Fund and its
corresponding Portfolio to: (i) 0.25% for the Xxxxxxx Xxxxx S&P 500 Index Fund;
(ii) 0.30% for the Xxxxxxx Xxxxx Small Cap Index Fund; (iii) 0.20% for the
Xxxxxxx Xxxxx Aggregate Bond Index Fund; and (iv) 0.35% for the Xxxxxxx Xxxxx
International Index Fund. The relative amounts of the waiver of fees by FAM and
MLAM will be determined by FAM and MLAM in their discretion, so long as the
aggregate administrative and management fees charged to a Fund do not exceed the
amounts stated above. This contractual waiver shall be effective for each Fund's
current fiscal year and for fiscal years thereafter unless the Board of
Directors of the Corporation, Board of Trustees of the Trust, FAM and MLAM agree
otherwise not less than 30 days prior to the end of the then current fiscal
year.
IN WITNESS WHEREOF, FAM, MLAM, the Trust and the Corporation have agreed
to this Fee Waiver Agreement as of the day and year first above written.
FUND ASSET MANAGEMENT, L.P.
By: Princeton Services, Inc.,
its general partner
By:
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Name:
Title:
XXXXXXX XXXXX ASSET MANAGEMENT, L.P.
By:
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Name:
Title:
INDEX MASTER SERIES TRUST,
on behalf of each Portfolio
By:
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Name:
Title:
XXXXXXX XXXXX INDEX FUNDS, INC.,
on behalf of each Fund
By:
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Name:
Title:
