Exhibit EX99.8(c)

                               FEE WAIVER/EXPENSE
                             REIMBURSEMENT AGREEMENT

     THIS FEE WAIVER/EXPENSE REIMBURSEMENT AGREEMENT (the "Agreement") is signed
as of March       , 2001 by Fund Asset Management, L.P. (the "Manager") and
Mercury Focus Twenty Fund, Inc. (the "Fund").

     WHEREAS, the Manager has entered into an administration agreement with the
Fund whereby the Manager provides certain administrative services to the Fund;

     WHEREAS, the Manager desires to waive all or a portion of its fees and/or
reimburse expenses of the Fund;

     WHEREAS, the Manager understands and intends that the Fund will rely on
this Agreement in preparing a registration statement on Form N-1A and in
accruing the expenses of the Fund for purposes of calculating net asset value
and for other purposes, and expressly permits the Fund to do so; and

     WHEREAS, the shareholders of the Fund will benefit from the ongoing waivers
and/or reimbursements by incurring lower Fund operating expenses than they would
absent such waivers and/or reimbursements.

     NOW, THEREFORE, the Manager agrees to waive fees and/or reimburse direct
expenses of the Fund to the extent necessary to limit the ordinary annual
operating expenses of each class of the Fund, excluding class-specific
distribution and account maintenance fees, to 1.60% of the Fund's average daily
net assets for the annual period; provided, however, in no event shall the
Manager be required either to waive fees in excess of the amount of fees
actually charged by the Manager or to reimburse expenses in excess of the amount
of direct expenses actually incurred by the Fund.

     This contractual fee waiver and/or reimbursement shall be effective for the
current fiscal year of the Fund and for fiscal years thereafter unless the
Manager shall notify the 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.


     IN WITNESS WHEREOF, the Manager and the 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:



                                MERCURY FOCUS TWENTY FUND, INC.


                                By: ___________________________________
                                    Name:
                                    Title: