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EXHIBIT 8(e)
EXPENSE CAP AGREEMENT
Agreement made as of this 30th day of April, 1999, between Mercury Asset
Management International Ltd., as investment adviser (the "Adviser") and
Mercury Asset Management V.I. Funds, Inc., on behalf of its portfolio, Mercury
V.I. U.S. Large Cap Fund (the "Portfolio").
WHEREAS, the Adviser wishes to limit expenses of each Class of shares of
the Portfolio and commit to those limits for a period of time; and
WHEREAS, shareholders of the Portfolio will benefit from any expense
limits agreed to by the Adviser.
NOW, THEREFORE, the Portfolio and the Adviser agree to expense limits on
the annual operating expenses of each Class of shares of the Portfolio as
follows:
EXPENSE LIMIT
(AS A PERCENTAGE OF
CLASS AVERAGE NET ASSETS)
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Class A 1.25%
Class B 1.40%
This Agreement shall have a term of one year from the date hereof.
Thereafter, this Agreement shall continue for successive one year periods
unless it is terminated by either party upon thirty days prior written notice
to the other party hereto. This Agreement may be amended by a writing signed by
both parties hereto.
IN WITNESS WHEREOF, the parties have signed this agreement as of the day
and year first above written.
MERCURY ASSET MANAGEMENT
INTERNATIONAL LTD.
By:
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Name:
Title:
MERCURY ASSET MANAGEMENT V.I.
FUNDS, INC., on behalf of Mercury V.I. U.S.
Large Cap Fund
By:
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Name:
Title:
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