Exhibit 8(b)(1)
FEE WAIVER AGREEMENT
THIS FEE WAIVER AGREEMENT, dated as of September 29, 2006, is entered into
by and among BlackRock Advisors, LLC ("BlackRock Advisors") acting in its
capacity as the adviser of Master S&P 500 Index Series, Master Small Cap Index
Series, and Master Aggregate Bond Index Series, each a series (each, a
"Portfolio") of Quantitative Master Series Trust (the "Trust"), and as the
administrator of BlackRock S&P 500 Index Fund, BlackRock Small Cap Index Fund,
and BlackRock Aggregate Bond Index Fund, each a series (each, a "Fund") of
BlackRock Index Funds, Inc. (the "Corporation"), the Trust, on behalf of each
Portfolio and the Corporation, on behalf of each Fund.
WHEREAS, each Fund invests all of its assets in the corresponding
Portfolio;
WHEREAS, the Board of Directors of the Corporation, the Board of Trustees
of the Trust, and BlackRock Advisors have agreed that BlackRock Advisors will
waive all or a portion of its 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, BlackRock Advisors understands and intends 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, BlackRock Advisors agrees 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 BlackRock S&P 500 Index Fund;
(ii) 0.30% for the BlackRock Small Cap Index Fund; and (iii) 0.20% for the
BlackRock Aggregate Bond Index Fund. The relative amounts of the waiver of fees
by BlackRock Advisors will be determined by BlackRock Advisors in its
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, and BlackRock Advisors agree otherwise not less than 30 days prior to the
end of the then current fiscal year.
IN WITNESS WHEREOF, BlackRock Advisors, the Trust on behalf of Master S&P
500 Index Series, Master Small Cap Index Series, and Master Aggregate Bond Index
Series, and the Corporation, on behalf of BlackRock S&P 500 Index Fund,
BlackRock Small Cap Index Fund, and BlackRock Aggregate Bond Index Fund, have
agreed to this Fee Waiver Agreement as of the day and year first above written.
QUANTITATIVE MASTER SERIES TRUST
By:
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President & Treasurer
BLACKROCK INDEX FUNDS, INC.
By:
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President & Treasurer
BLACKROCK ADVISORS, LLC
By:
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Managing Director
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