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Exhibit 8(b)
FEE WAIVER/EXPENSE
REIMBURSEMENT AGREEMENT
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").
WHEREAS, the Manager has entered into an investment management
agreement with the Trust whereby the Manager manages the Trust's portfolio of
investments under the overall supervision of the Trust's Board of Trustees;
WHEREAS, the Manager has entered into a separate administration
agreement with each of the ML Fund and the Mercury Fund, whereby the Manager
provides certain administrative services to each Fund;
WHEREAS, the Manager desires to waive all or a portion of its fees
and/or reimburse expenses of the Trust and/or one or both of the Funds;
WHEREAS, the Manager understands and intends that the Trust and each
Fund will rely on this Agreement in preparing a registration statement on Form
N-1A and in accruing the expenses of the Trust and each Fund for purposes of
calculating net asset value and for other purposes, and expressly permits the
Trust and each Fund to do so; and
WHEREAS, shareholders of the Trust and each Fund will benefit from the
ongoing waivers and/or reimbursements by incurring lower Trust and Fund
operating expenses than they would absent such waivers and/or reimbursements.
NOW, THEREFORE, the Manager agrees to waive fees and/or reimburse
expenses of the Trust, the ML Fund and/or the Mercury Fund to the extent
necessary to limit the ordinary annual operating expenses of each class of each
of the ML Fund and the Mercury Fund to 1.60%, excluding class-specific
distribution and account maintenance fees. The relative amounts of the waiver of
fees and reimbursement of expenses by the Manager will be determined by the
Manager in its discretion, so long as the total ordinary expenses incurred by
each Fund do not exceed the amounts stated above. This contractual fee waiver
and/or reimbursement shall be effective for the current fiscal year of the Trust
and each Fund and for fiscal years thereafter unless the Manager shall notify
the Trust and each Fund of the termination of the contractual fee waiver and/or
reimbursement not less than 30 days prior to the end of the then current fiscal
year.
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IN WITNESS WHEREOF, the Manager, the Trust, the ML Fund and the Mercury
Fund have agreed to this Fee Waiver/Expense Reimbursement Agreement as of the
day and year first above written.
FUND ASSET MANAGEMENT, L.P.
By: ________________________________
Name:
Title:
MASTER MID CAP GROWTH TRUST
By: ________________________________
Name:
Title:
MERRILL LYNCH MID CAP GROWTH
FUND, INC.
By: ________________________________
Name:
Title:
MERCURY MID CAP GROWTH FUND, INC.
By: ________________________________
Name:
Title:
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