0001193125-05-204030 Sample Contracts

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • October 19th, 2005 • Merrill Lynch Basic Value Fund Inc • New York

AGREEMENT, made as of the 28th day of February, 2005, by and between MERRILL LYNCH BASIC VALUE FUND, INC., a Maryland corporation (hereinafter referred to as the “Fund”), and FUND ASSET MANAGEMENT, L.P., a Delaware limited partnership (the “Investment Adviser”).

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FEE AGREEMENT
Fee Agreement • October 19th, 2005 • Merrill Lynch Basic Value Fund Inc

THIS FEE AGREEMENT (the “Fee Agreement”), dated as of February 28, 2005, is entered into by and between FUND ASSET MANAGEMENT, L.P. (the “Investment Adviser”) and MERRILL LYNCH BASIC VALUE FUND, INC. (the “Fund”).

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