Exhibit 8(f)
FEE WAIVER AGREEMENT
THIS FEE WAIVER AGREEMENT (this "Agreement") is entered into as of the ___
day of __________, 2000, by and between Mercury QA Strategy Series, Inc. (the
"Corporation") on behalf of each of its series (each a "Fund" and collectively
the "Funds") and Mercury Asset Management US, a division of Fund Asset
Management, L.P., the investment Adviser and administrator of the Corporation
(the "Administrator").
RECITALS:
WHEREAS, the Corporation on behalf of the Funds and the Administrator are
parties to an Administrative Agreement (the "Administrative Agreement") dated as
of ____________, 2000, pursuant to which the Administrator is entitled to
receive for its services to the Funds under the Administration Agreement monthly
compensation at the annual rate of 0.35% of the average daily net assets of each
Fund (the "Administrative Fee");
WHEREAS, the Administrator desires to waive the Administrative Fee; and
WHEREAS, shareholders of each Fund will benefit from the ongoing waiver by
incurring lower Fund operating expenses than they would absent such waiver.
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements herein contained, and for other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged, each
of the parties hereto agrees as follows:
1. Waiver of Administrative Fee; Duration. The Administrator hereby
waives the entire Administrative Fee. This contractual waiver shall be
effective for the Funds' current fiscal year and for fiscal years thereafter
unless the Administrator shall notify the Corporation on behalf of the Funds of
the termination of this contractual fee waiver not less than 30 days prior to
the end of the then current fiscal year.
2. Acknowledgments of Administrator. The Administrator hereby
acknowledges that the Corporation will rely on this Agreement in preparing a
registration statement on Form N-1A and any amendments and supplements thereto
and in accruing the Funds' expenses for purposes of calculating net asset value
and for other purposes, and expressly permits the Corporation to do so.
3. Governing Law. This Agreement shall be construed and enforced in
accordance with, and the rights of the parties shall be governed by, the laws of
the State of New York, without giving effect to the principles of conflicts of
laws thereof.
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4. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original and all of which
together shall constitute one and the same agreement.
IN WITNESS WHEREOF, the Administrator and the Corporation have executed
this Agreement as of the date and year first set forth above.
MERCURY ASSET MANAGEMENT US,
a division of FUND ASSET MANAGEMENT, L.P.
By: PRINCETON SERVICES, INC.,
General Partner
By:
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Name:
Title:
MERCURY QA STRATEGY SERIES, INC.
on behalf of all of its series
By:
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Name:
Title:
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