0000891092-05-001443 Sample Contracts

ARTICLE I

Investment Advisory Agreement • July 29th, 2005 • Merrill Lynch Value Opportunities Fund, Inc. • New York

• Contract Type
  Investment Advisory Agreement
• Filed
  July 29th, 2005
• Company
  Merrill Lynch Value Opportunities Fund, Inc.
• Jurisdiction
  New York

FEE AGREEMENT

Fee Agreement • July 29th, 2005 • Merrill Lynch Value Opportunities Fund, Inc.

• Contract Type
  Fee Agreement
• Filed
  July 29th, 2005
• Company
  Merrill Lynch Value Opportunities Fund, Inc.

THIS FEE AGREEMENT (the “Fee Agreement”), dated as of February 28, 2005, is entered into by and between FUND ASSET MANAGEMENT, L.P. (the “Investment Adviser”) and MERRILL LYNCH VALUE OPPORTUNITIES FUND, INC. (the “Fund”).