0000891092-04-005702 Sample Contracts

FEE WAIVER AGREEMENT
Fee Waiver Agreement • November 24th, 2004 • Merrill Lynch Focus Value Fund

THIS FEE WAIVER AGREEMENT (the “Agreement”) is signed as of June 1, 2004 by Fund Asset Management, L.P. (the “Investment Adviser”) and Merrill Lynch Focus Value Fund, Inc. (the “Fund”).

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