ADMINISTRATION AGREEMENT
AGREEMENT made as of May 12, 2000, by and between MERCURY INDEX FUNDS,
INC., a Maryland corporation (hereinafter referred to as the "Corporation") on
behalf of each of its series listed on Appendix A attached hereto, as it may be
amended from time to time (each a "Fund," and collectively, the "Funds"), and
Mercury Asset Management US, a division of FUND ASSET MANAGEMENT, L.P., a
Delaware limited partnership (hereinafter referred to as the "Administrator").
W I T N E S S E T H:
WHEREAS, the Corporation is engaged in business as an open-end management
investment company registered under the Investment Company Act of 1940, as
amended (hereinafter referred to as the "Investment Company Act"); and
WHEREAS, the Board of Directors of the Corporation (the "Directors") is
authorized to establish separate series relating to separate portfolios of
securities, each of which may offer separate classes of shares; and
WHEREAS, the Directors have established and designated each Fund as a
series of the Corporation; and
WHEREAS, the Corporation desires to retain the Administrator to provide
management and administrative services to each Fund in the manner and on the
terms hereinafter set forth; and
WHEREAS, the Administrator is willing to provide management and
administrative services to each Fund on the terms and conditions hereafter set
forth.
NOW, THEREFORE, in consideration of the premises and the covenants
hereinafter contained, the Corporation and the Administrator hereby agree as
follows:
ARTICLE I
Duties of the Administrator
(a) Employment of Administrator. The Corporation hereby employs the
Administrator to act as a manager and administrator of each Fund, and to
furnish, or arrange for affiliates to furnish, the management and administrative
services described below, subject to review by and overall control of the
Directors, for the period and on the terms and conditions set forth in this
Agreement. The Administrator hereby accepts such employment and agrees during
such period, at its own expense, to render, or arrange for the rendering of,
such services and to assume the obligations herein set forth for the
compensation provided for herein. The Administrator and its affiliates shall for
all purposes herein be deemed to be independent contractors and shall, unless
otherwise expressly provided or authorized, have no authority to act for or
represent the Corporation or any Fund in any way or otherwise be deemed agents
of the Corporation or any Fund.
(b) Management Services. The Administrator shall perform (or arrange for
the performance by its affiliates of) the management and administrative services
necessary for the operation of the Corporation and each Fund including
administering shareholder accounts and handling shareholder relations. The
Administrator shall provide the Corporation and each Fund with office space,
facilities, equipment and necessary personnel and such other services as the
Administrator, subject to review by the Directors, shall from time to time
determine to be necessary or useful to perform its obligations under this
Agreement. The Administrator shall also, on behalf of the Corporation and each
Fund, conduct relations with custodians, depositories, transfer agents,
2
dividend disbursing agents, other shareholder servicing agents, accountants,
attorneys, underwriters, brokers and dealers, corporate fiduciaries, insurers,
banks and such other persons in any such other capacity deemed to be necessary
or desirable. The Administrator shall make reports to the Directors of its
performance of obligations hereunder and furnish advice and recommendations with
respect to such other aspects of the business and affairs of each Fund as it
shall determine to be desirable.
ARTICLE II
Allocation of Charges and Expenses
(a) The Administrator. The Administrator assumes and shall pay, or cause
its affiliate to pay, for maintaining the staff and personnel necessary to
perform its obligations under this Agreement, and shall, at its own expense,
provide the office space, facilities and necessary personnel which it is
obligated to provide under Article I hereof. The Administrator shall pay, or
cause its affiliate to pay, the compensation of all officers of the Corporation
and all Directors of the Corporation who are affiliated persons of the
Administrator or of an affiliate of the Administrator.
(b) The Corporation. The Corporation assumes and shall pay or cause to be
paid all other expenses of the Corporation and each Fund, out of the assets of
each Fund and based on each Fund's allocable share of such expenses (except for
the expenses paid by Mercury Funds Distributor, a division of Princeton Funds
Distributor, Inc. (the "Distributor")), including, without limitation: taxes,
expenses for legal and auditing services, costs of printing proxies, shareholder
reports, prospectuses and statements of additional information, charges of the
custodian, any sub-custodian and transfer agent, expenses of portfolio
transactions, expenses of redemption of shares, Securities and Exchange
Commission fees, expenses of registering the shares under Federal, state and
foreign laws, fees and actual out-of-pocket expenses of Directors who are not
affiliated persons of the Administrator, or of
3
an affiliate of the Administrator, accounting and pricing costs (including the
daily calculation of the net asset value), insurance, interest, brokerage costs,
litigation and other extraordinary or non-recurring expenses, and other expenses
properly payable by the Corporation or a Fund. It is also understood that the
Corporation shall reimburse the Administrator for its costs in providing
accounting services to the Corporation and each Fund. The Distributor will pay
certain of the expenses of each Fund incurred in connection with the continuous
offering of shares of common stock in each Fund.
ARTICLE III
Compensation of the Administrator
(a) Administrative Fees. For the services rendered, the facilities
furnished and expenses assumed by the Administrator, each Fund shall pay to the
Administrator at the end of each calendar month a fee based upon the average
daily value of the net assets of such Fund, as determined and computed in
accordance with the description of the determination of net asset value
contained in the prospectus and statement of additional information of the
Funds, at the annual rate set forth for such Fund in Appendix A, commencing on
the day following effectiveness hereof. If this Agreement becomes effective
subsequent to the first day of a month or shall terminate before the last day of
a month, compensation for that part of the month this Agreement is in effect
shall be prorated in a manner consistent with the calculation of the fee as set
forth above. Payment of the Administrator's compensation for the preceding month
shall be made as promptly as possible after completion of the computations
contemplated above. During any period when the determination of net asset value
is suspended by the Directors, the net asset value of a share of each Fund as of
the last business day
4
prior to such suspension shall for this purpose be deemed to be the net asset
value per share of each Fund at the close of each succeeding business day until
it is again determined.
ARTICLE IV
Limitation of Liability of the Administrator
The Administrator shall not be liable for any error of judgment or mistake
of law or for any loss arising out of any act or omission in the management and
administration of the Corporation and any Fund, except for willful misfeasance,
bad faith or gross negligence in the performance of its duties hereunder, or by
reason of reckless disregard of its obligations and duties hereunder. As used in
this Article IV, the term "Administrator" shall include any affiliates of the
Administrator performing services for the Corporation or a Fund contemplated
hereby and partners, shareholders, directors, officers and employees of the
Administrator and such affiliates.
ARTICLE V
Activities of the Administrator
The services of the Administrator to the Corporation and the Funds are not
to be deemed to be exclusive, and the Administrator and each affiliate is free
to render services to others. It is understood that Directors, officers,
employees and shareholders of the Corporation and any Fund are or may become
interested in the Administrator and its affiliates, as directors, officers,
employees, partners, shareholders or otherwise, and that the Administrator and
directors, officers, employees, partners and shareholders of the Administrator
and its affiliates are or may become similarly interested in the Corporation or
a Fund as shareholders or otherwise.
5
ARTICLE VI
Duration and Termination of this Agreement
This Agreement shall become effective with respect to a Fund as of the
date such Fund commences investment operations, and shall remain in force with
respect to such Fund for two years thereafter or, if sooner, until such date as
may be set forth in the Appendix pertaining to such Fund, and thereafter
continue from year to year, but only so long as such continuance is specifically
approved at least annually by (i) the Directors, and (ii) a majority of those
Directors who are not parties to this Agreement or interested persons of any
such party cast in person at a meeting called for the purpose of voting on such
approval.
This Agreement may be terminated at any time, without the payment of any
penalty, with respect to one or more of the Funds by the Directors or with
respect to a Fund by the vote of a majority of the outstanding voting securities
of such Fund, or by the Administrator, on sixty days' written notice to the
other party. This Agreement shall automatically terminate in the event of its
assignment.
ARTICLE VII
Amendments of this Agreement
This Agreement may be amended, with respect to all or any number of the
Funds, by the parties only if such amendment is specifically approved by a
majority of those Directors who are not parties to this Agreement or interested
persons of any such party cast in person at a meeting called for the purpose of
voting on such approval.
6
ARTICLE VIII
Definitions of Certain Terms
The terms "vote of majority of the outstanding voting securities,"
"assignment," "affiliated person" and "interested person," when used in this
Agreement, shall have the respective meanings specified in the Investment
Company Act and the Rules and Regulations promulgated thereunder, subject,
however, to such exemptions as may be granted by the Securities and Exchange
Commission under said Act.
ARTICLE IX
Governing Law
This Agreement shall be construed in accordance with laws of the State of
New York and the applicable provisions of the Investment Company Act. To the
extent that the applicable laws of the State of New York, or any of the
provisions herein, conflict with the applicable provisions of the Investment
Company Act, the latter shall control.
ARTICLE X
Limitation of Obligation of each Fund
The obligations of each Fund hereunder shall be limited to the assets of
that Fund, shall be separate from the obligations of each other series of the
Corporation, and no Fund shall be liable for the obligations of any other series
of the Corporation.
7
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the date first above written. This Agreement may be executed by
the parties hereto on any number of counterparts, all of which shall constitute
one and the same instrument.
MERCURY INDEX FUNDS, INC.
on behalf of each Fund
By:_____________________________________
Name:
Title:
MERCURY ASSET MANAGEMENT US,
a division of FUND ASSET MANAGEMENT, L.P.
By: PRINCETON SERVICES, INC.,
ITS GENERAL PARTNER
By:_____________________________________
Name:
Title:
8
APPENDIX A
NAME OF FUND ADMINISTRATIVE FEE
------------ ------------------
Mercury S&P 500 Index Fund ................................... 0.245%
Mercury Small Cap Index Fund ................................. 0.29%
Mercury Aggregate Bond Index Fund ............................ 0.19%
Mercury International Index Fund ............................. 0.34%
