Exhibit 8(j)
FEE WAIVER
AGREEMENT
THIS FEE WAIVER AGREEMENT is executed as of October 12, 2000 by Xxxxxxx
Xxxxx Investment Managers International Limited, doing business as Mercury
Advisors (the "Adviser") and Mercury Master Trust (the "Trust") on behalf of the
Mercury Master Pan-European Growth Portfolio (the "Portfolio").
WHEREAS, the Adviser has been waiving a portion of its fee on a voluntary
basis;
WHEREAS, the Adviser desires to continue waiving a portion of its fee but
to do so on a contractual basis;
WHEREAS, the Adviser understands and intends that the Portfolio and its
corresponding feeder fund, Mercury Pan-European Growth Fund of Mercury Funds,
Inc. (the "Fund") will rely on this Agreement in preparing registration
statements on Form N-1A and in accruing the Fund's expenses for purposes of
calculating net asset value and for other purposes, and expressly permits the
Fund and the Portfolio to do so; and
WHEREAS, shareholders of the Fund and the Portfolio will benefit from the
ongoing waiver by incurring lower Fund and Portfolio operating expenses than
they would absent such waiver.
NOW, THEREFORE, the Adviser agrees to reduce its fee from 0.75% to 0.70%
of the Portfolio's average daily net assets exceeding $500 million.
IN WITNESS WHEREOF, the Adviser and the Trust have agreed to this Fee
Waiver Agreement as of the day and year first above written.
Xxxxxxx Xxxxx Investment Managers International,
Limited
By: /s/ Xxxxx Xxxxx
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Title: Chairman & CEO
Accepted and Agreed to:
Mercury Master Trust on behalf
of its series, Mercury Master Pan-European
Growth Portfolio
By: /s/ Xxxxx X. Xxxxx
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Title: Executive Vice President
