0000891092-02-001355 Sample Contracts

FUND ASSET MANAGEMENT, L.P.
Fee Waiver Agreement • November 22nd, 2002 • Merrill Lynch Focus Value Fund

THIS FEE WAIVER AGREEMENT (the "Agreement") is signed as of October 10, 2001 by Fund Asset Management, L.P. (the "Investment Adviser") and Merrill Lynch Focus Value Fund, Inc. (the "Fund").

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WITNESSETH:
Shareholder Servicing Agency Agreement • November 22nd, 2002 • Merrill Lynch Focus Value Fund • New York
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