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EXHIBIT 8(f)
FEE WAIVER/EXPENSE
REIMBURSEMENT AGREEMENT
THIS FEE WAIVER/EXPENSE REIMBURSEMENT AGREEMENT (the "Agreement") is
signed as of June 13, 2001 by Fund Asset Management, L.P. (the "Administrator")
and Mercury Small Cap Value Fund, Inc. (the "Fund").
WHEREAS, the Administrator has entered into an administration agreement
with the Fund whereby the Administrator provides certain administrative
services to the Fund;
WHEREAS, the Administrator desires to waive all or a portion of its fees
and/or reimburse expenses of the Fund;
WHEREAS, the Administrator understands and intends that the Fund will rely
on this Agreement in preparing a registration statement on Form N-1A and in
accruing the expenses of the Fund for purposes of calculating net asset value
and for other purposes, and expressly permits the Fund to do so; and
WHEREAS, the shareholders of the Fund will benefit from the ongoing
waivers and/or reimbursements by incurring lower Fund operating expenses than
they would absent such waivers and/or reimbursements.
NOW, THEREFORE, the Administrator agrees to waive fees and/or reimburse
direct expenses of the Fund to the extent necessary to limit the ordinary
annual operating expenses of each class of the Fund, excluding class-specific
distribution and account maintenance fees, to 1.50% of the Fund's average daily
net assets for the annual period; provided, however, in no event shall the
Administrator be required either to waive fees in excess of the amount of fees
actually charged by the Administrator or to reimburse expenses in excess of the
amount of direct expenses actually incurred by the Fund.
This contractual fee waiver and/or reimbursement shall be effective for
the current fiscal year of the Fund and for fiscal years thereafter unless the
Administrator shall notify the Fund of the termination of the contractual fee
waiver and/or reimbursement not less than 30 days prior to the end of the then
current fiscal year.
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IN WITNESS WHEREOF, the Administrator and the Fund have agreed to this Fee
Waiver/Expense Reimbursement Agreement as of the day and year first above
written.
FUND ASSET MANAGEMENT, L.P.
By:
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Name:
Title:
MERCURY SMALL CAP VALUE FUND, INC.
By:
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Name:
Title:
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