0000950136-05-007533 Sample Contracts

FEE WAIVER AGREEMENT
Fee Waiver Agreement • November 23rd, 2005 • Merrill Lynch Focus Value Fund

THIS FEE WAIVER AGREEMENT (the "Agreement") is signed as of October 31, 2005 by Fund Asset Management, L.P. (the "Investment Adviser") and Merrill Lynch Focus Value Fund, Inc. (the "Fund").

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