SUBADMINISTRATION AGREEMENT
THIS AGREEMENT is made as of the _____ day of____, 2001, between FUND
ASSET MANAGEMENT, L.P., a Delaware limited partnership ("FAM"), and XXXXXXXXXXX
FUNDS, INC. (the "Administrator"), a Colorado corporation.
W I T N E S S E T H:
WHEREAS, the Administrator is the administrator of Xxxxxxxxxxx Select
Managers (the "Feeder Fund"), which has registered with the Securities and
Exchange Commission ("SEC") as an open-end management investment company under
the Investment Company Act of 1940, as amended (the "1940 Act"); and
WHEREAS, the Feeder Fund intends to register with the SEC offers and sales
of shares issued by the Feeder Fund under the Securities Act of 1933, as
amended; and
WHEREAS, Quantitative Master Series Trust (the "Quantitative Master Trust"
or a "Master Trust") has registered with the SEC as an open-end series
management investment company under the 1940 Act; and
WHEREAS, the beneficial interests in Quantitative Master Trust are divided
into several series, each series representing an interest in a particular
managed portfolio of securities and other assets (the beneficial interests in
each such series are hereinafter referred to as "Quantitative Shares" or
"Shares"), which series include Master S&P 500 Index Series (a "Master Fund");
and
WHEREAS, Master Focus Twenty Trust (a "Master Trust" or a "Master Fund,"
as applicable) has registered with the SEC as an open-end management investment
company under the 1940 Act (beneficial interests in which are hereinafter
referred to as "Focus Shares" or "Shares"); and
WHEREAS, FAM is the investment adviser to each Master Trust; and
WHEREAS, each of Mercury Advisors S&P 500 Index Fund and Mercury Advisors
Focus Growth Fund, each a separate series of the Feeder Fund (each a "Feeder
Series") intends to meet its respective investment objective by investing all of
its respective assets in Quantitative Shares and Focus Shares, respectively; and
WHEREAS, as a consequence of this arrangement, the Administrator desires
to retain FAM as subadministrator for the purpose of performing certain services
for each Feeder Series; and
WHEREAS, FAM is willing to serve as subadministrator on the terms and
conditions hereinafter set forth.
NOW, THEREFORE, in consideration of their mutual promises, the parties
agree as follows:
ARTICLE 1
Duties of the Subadministrator
1.1 The Administrator hereby employs FAM to act as subadministrator and to
furnish (or to arrange for affiliates or designees to furnish) the services
described below for the period and on the terms and conditions set forth in this
Agreement. FAM hereby accepts such employment and agrees during such period, at
its own expense, to render (or to arrange for affiliates or designees to render)
such services for the compensation provided for herein. The parties intend that
FAM shall for all purposes be deemed a subcontractor of the Administrator and
shall, unless otherwise expressly provided or authorized, have no authority to
act for or represent the Feeder Fund.
1.2. FAM shall provide the Administrator with the services set forth in
Schedule A and such other incidental administrative services relating to each
Feeder Series and each Master Fund as the Administrator may from time to time
reasonably request.
ARTICLE 2
Other Obligations of the Parties
2.1 FAM shall provide the Administrator, free of charge, with as many
copies of the current registration statement for each Master Trust as the
Administrator may reasonably request.
2.2 The Administrator shall furnish, or cause to be furnished, to FAM or
its designee, a copy of each prospectus for the Feeder Fund or statement of
additional information for the Feeder Fund in which a Master Trust, a Master
Fund or FAM is named prior to the filing of such document with the SEC. The
Administrator shall furnish, or shall cause to be furnished, to FAM or its
designee, each piece of sales literature or other promotional material in which
a Master Trust, a Master Fund or FAM is named, at least five Business Days prior
to its use. No such prospectus, statement of additional information or material
shall be used if FAM or its designee reasonably objects to such use within five
Business Days after receipt of such material, and FAM or its designee specifies
with particularity the basis for its objections, and cooperates reasonably with
the Administrator to immediately satisfy those objections so that registration
statements, and any amendments and supplements thereto, may be timely filed and
advertising and promotional programs may be carried out in a timely fashion.
ARTICLE 3
Compensation of the Subadministrator
3.1 For the services rendered and expenses assumed by FAM, the
Administrator shall pay to FAM at the end of each calendar month a fee based
upon the average daily value of the net assets of a Feeder Series at the annual
rate of (1) 0.045% of the average daily net assets of Master S&P 500 Index
Series, and (2) 0.00% of the average daily net assets of Master Focus Twenty
Trust, respectively, commencing on the date hereof.
ARTICLE 4
Duration and Termination of this Agreement
4.1 This Agreement shall become effective as of the date first written
above and shall remain in effect until terminated. This Agreement may be
terminated by either party for any reason at any time, without the payment of
any penalty, upon three (3) months' advance written notice to the other party
(the "Notice Period"), provided that such termination shall be effective with
respect to a Feeder Series and the applicable Master Fund upon the later to
occur of the end of the Notice Period and full redemption by such Feeder Series
of any interests held in such Master Fund.
4.2 This Agreement shall constitute a separate agreement with respect to
each Feeder Series and the respective Master Trust. The termination of this
Agreement with respect to a Feeder Series and the respective Master Trust shall
not, except as otherwise provided herein, constitute a termination of this
Agreement with respect to the other Feeder Series and the respective Master
Trust.
4.3 Each party hereto ("Indemnifying Party") agrees to indemnify the other
party hereto ("Indemnified Party") for all losses, costs, claims, liabilities,
penalties, demands and expenses (including, without limitation, reasonable
attorneys' fees and disbursements), but excluding any consequential, punitive or
special damages (collectively, "Losses"), suffered, incurred or sustained by the
Indemnified Party, or to which the Indemnified Party becomes subject, but only
to the extent that such Losses arise out of or result from the Indemnifying
Party's material breach of any representation, warranty or covenant made by such
Indemnifying Party in this Agreement or which arise out of or result from the
Indemnifying Party's material breach of the terms of this Agreement. Any
indemnification pursuant to this Section 4.3 shall be subject to the right of
the Indemnifying Party to assume and control the defense of any claim, action,
suit or proceeding with counsel of its own choosing.
ARTICLE 5
Governing Law
5.1 This Agreement shall be construed in accordance with the laws of the
State of New York without giving effect to principles of conflicts of law.
ARTICLE 6
Miscellaneous
6.1 The captions in this Agreement are included for convenience of
reference only and in no way define or delineate any of the provisions hereof or
otherwise affect their construction or effect.
6.2 This Agreement may be executed simultaneously in two or more
counterparts, each of which taken together shall constitute one and the same
instrument.
6.3 If any provision of this Agreement shall be held or made invalid by a court
decision, statute, rule or otherwise, the remainder of the Agreement shall not
be affected thereby.
6.4 No provisions of this Agreement may be amended or modified in any manner
except by a written agreement properly authorized and executed by all parties.
ARTICLE 7
Notices
Any notice shall be sufficiently given when sent by registered or
certified mail to the other party at the address of such party set forth below
or at such other address as such party may from time to time specify in writing
to the other party.
If to FAM:
Fund Asset Management, L.P.
000 Xxxxxxxx Xxxx Xxxx
Xxxxxxxxxx, Xxx Xxxxxx 00000
Attention: General Counsel
If to the Administrator:
Xxxxxxxxxxx Funds, Inc.
2 World Trade Xxxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Attention: General Counsel
IN WITNESS WHEREOF, the parties hereto have executed and delivered
this Agreement as of the date first written above.
FUND ASSET MANAGEMENT, L.P.
By:____________________________
Title:
XXXXXXXXXXX FUNDS, INC.
By:____________________________
Title:
Schedule A
ADMINISTRATIVE SERVICES
Maintenance of books and records
o Maintaining an inventory of Shares purchased by each Feeder Series, and
providing any information or assistance reasonably required by the
Administrator or the transfer agent of the Feeder Fund to reconcile such
inventory with the books and records of the Feeder Fund.
o Maintaining tax records relating to each Master Fund and providing the
Administrator with any information reasonably required by the
Administrator to calculate tax distributions for the applicable Feeder
Series.
o Maintaining, preparing or providing records relating to the operation of
each Master Fund that the Administrator may reasonably request in
connection with reports to be made to the Board of Trustees of the
Feeder Fund, and maintaining, preparing or providing such other records
relating to the Master Funds which the Administrator may reasonably
require in connection with reports relating to the regulatory
authorities.
o Maintain and provide records and reports as the Administrator may
reasonably require to satisfy the recordkeeping obligations under the
Investment Company Act of 1940, as amended.
Reports
o Periodic information reporting regarding each Master Fund to the
Administrator as reasonably required by the Administrator in order to
provide information relating to the performance or holdings of the
applicable Feeder Series to shareholders of such Feeder Series.
o Delivery of audited financial statements regarding each Master Fund
within a reasonable period of time following the end of each Master
Fund's respective fiscal year.
o Delivery of unaudited financial statements regarding each Master Fund
within a reasonable period of time following the end of each Master
Fund's respective semiannual period.
Other Administrative Support
o Preparation of reports relating to each Master Fund that the
Administrator may reasonably request be made to third-party reporting
services.
