Exhibit 8(a)
ADMINISTRATION AGREEMENT
AGREEMENT made as of October 24, 2000, by and between MERCURY TARGET SELECT
EQUITY FUND, INC., a Maryland corporation (hereinafter referred to as the
"Corporation"), and FUND ASSET MANAGEMENT, L.P., a Delaware limited partnership,
(hereinafter referred to as the "Administrator").
WITNESSETH:
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 Corporation desires to retain the Administrator to provide
management and administrative services to the Corporation in the manner and on
the terms hereinafter set forth; and
WHEREAS, the Administrator is willing to provide management and
administrative services to the Corporation 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 the Corporation, and to
furnish, or arrange for affiliates to furnish, the management and administrative
services described below, subject to review by and the overall control of the
Directors, for the period and on the terms and conditions set forth in this
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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 in any way or otherwise be deemed agents of the
Corporation.
(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 including administering
shareholder accounts and handling shareholder relations. The Administrator shall
provide the Corporation 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, conduct relations with custodians, depositories,
transfer agents, 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 the Corporation as it shall determine to be desirable.
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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 the Directors 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, out of the assets of the Corporation
(except for the expenses paid by FAM Distributors, 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 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. It is also understood that the Corporation
shall reimburse the Administrator for its costs in providing accounting services
to the Corporation. The Distributor will pay certain of the expenses of the
Corporation incurred in connection with the continuous offering of shares of
common stock in the Corporation.
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ARTICLE III
Compensation of the Administrator
Administrative Fees. The Corporation shall not pay the Administrator any
fee for the services rendered, the facilities furnished and expenses assumed by
the Administrator hereunder.
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, 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 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 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 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 as shareholders or
otherwise.
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ARTICLE VI
Duration and Termination of this Agreement
This Agreement shall become effective as of the date first above written
and shall remain in force for two years thereafter 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, by the Directors or by the vote of a majority of the outstanding voting
securities of the Corporation, 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 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.
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.
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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.
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 TARGET SELECT EQUITY FUND, INC.
By: /s/ Terry K. Glenn
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Name: Terry K. Glenn
Title: Executive Vice President
FUND ASSET MANAGEMENT, L.P.
By: PRINCETON SERVICES, INC.,
ITS GENERAL PARTNER
By: /s/ Terry K. Glenn
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Name: Terry K. Glenn
Title: Executive Vice President
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