MERCURY MID CAP GROWTH FUND INC
N-1A, EX-99.14, 2000-09-13
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                                                                      Exhibit 14


          PLAN PURSUANT TO RULE 18f-3 UNDER THE INVESTMENT COMPANY ACT

         The mutual funds operating pursuant to this Plan (individually a "Fund"
and, collectively, the "Funds") offer Class I Shares, Class A Shares, Class B
Shares and Class C Shares as follows:

Account Maintenance and Distribution Fees
-----------------------------------------

         Class A Shares, Class B Shares and Class C Shares bear the expenses of
the ongoing account maintenance fees applicable to the particular Class. Class B
Shares and Class C Shares bear the expenses of the ongoing distribution fees
applicable to the particular Class. Specific shareholders within a Class may be
subject to initial or contingent deferred sales charges as set forth in each
Fund's current prospectus and statement of additional information (together, the
"prospectus").

Transfer Agency Expenses
------------------------

         Each Class shall bear any incremental transfer agency cost applicable
to the particular Class.

Voting Rights
-------------

         Each Class has exclusive voting rights on any matter submitted to
shareholders that relates solely to its account maintenance fees or ongoing
distribution fees, as may be applicable. Each Class shall have separate voting
rights on any matter submitted to shareholders in which the interests of one
Class differ from the interests of any other Class.

Dividends
---------

         Dividends paid on each Class will be calculated in the same manner at
the same time and will differ only to the extent that any account maintenance
fee, any distribution fee and any incremental transfer agency cost relates to a
particular Class.

Conversion Features
-------------------

         Holders of Class B Shares will have such conversion features to Class A
Shares as set forth in each Fund's current prospectus. Conversion features may
vary among holders of Class B Shares.
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Exchange Privileges
-------------------

         Holders of Class I Shares, Class A Shares, Class B Shares and Class C
Shares shall have such exchange privileges as set forth in each Fund's current
prospectus. Exchange privileges may vary among Classes and among holders of a
Class.

Other Rights and Obligations
----------------------------

         Except as otherwise described above, in all respects, each Class shall
have the same rights and obligations as each other Class.








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