Mercury Mid Cap Growth Fund Inc Sample Contracts

WITNESSETH:
Administration Agreement • September 13th, 2000 • Mercury Mid Cap Growth Fund Inc • New York
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WITNESSETH:
Transfer Agency, Dividend Disbursing Agency and Shareholder Servicing Agency Agreement • September 13th, 2000 • Mercury Mid Cap Growth Fund Inc • New York
FEE WAIVER/EXPENSE REIMBURSEMENT AGREEMENT
Fee Waiver/Expense Reimbursement Agreement • September 13th, 2000 • Mercury 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 • Mercury Mid Cap Growth Fund Inc • New York
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