Merrill Lynch Mid Cap Growth Fund Inc Sample Contracts

WITNESSETH:
Administration Agreement • July 21st, 2000 • Merrill Lynch Mid Cap Growth Fund Inc • New York
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FEE WAIVER/EXPENSE REIMBURSEMENT AGREEMENT
Expense Reimbursement Agreement • September 13th, 2000 • Merrill Lynch Mid Cap Growth Fund Inc

THIS FEE WAIVER/EXPENSE REIMBURSEMENT AGREEMENT (the "Agreement") is signed as of September ___, 2000 by Fund Asset Management, L.P., (the "Manager"), Master Mid Cap Growth Trust (the "Trust"), Merrill Lynch Mid Cap Growth Fund, Inc. (the "ML Fund") and Mercury Mid Cap Growth Fund, Inc. (the "Mercury Fund," and together with the ML Fund, the "Funds").

ARTICLE I DEFINITIONS
Custody Agreement • September 13th, 2000 • Merrill Lynch Mid Cap Growth Fund Inc • New York
WITNESSETH:
Shareholder Servicing Agency Agreement • July 21st, 2000 • Merrill Lynch Mid Cap Growth Fund Inc • New York
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