0000950130-00-005030 Sample Contracts

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Management Agreement • September 13th, 2000 • Master Mid Cap Growth Trust • New York
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FEE WAIVER/EXPENSE REIMBURSEMENT AGREEMENT
Expense Reimbursement Agreement • September 13th, 2000 • Master Mid Cap Growth Trust

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").

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Sub-Advisory Agreement • September 13th, 2000 • Master Mid Cap Growth Trust • New York
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Placement Agent Agreement • September 13th, 2000 • Master Mid Cap Growth Trust
ARTICLE I DEFINITIONS
Custody Agreement • September 13th, 2000 • Master Mid Cap Growth Trust • New York
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