Exhibit 4(n)

                      FORM OF INVESTMENT ADVISORY AGREEMENT

     AGREEMENT  made this day of November,  2003 between  Merrill Lynch Variable
Series Funds,  Inc., a Maryland  corporation (the "Company"),  and Merrill Lynch
Investment Managers L.P., a Delaware limited partnership (the "Adviser").

                              W I T N E S S E T H:

     WHEREAS,  the  Company is engaged in  business  as an  open-end  management
investment company and is registered as such under the Investment Company Act of
1940 (the "Investment Company Act"); and

     WHEREAS,  the Company is currently  comprised of separate  series,  each of
which pursues its investment objective through separate investment policies; and

     WHEREAS,  the Adviser is engaged principally in rendering advisory services
and is registered as an investment adviser under the Investment  Advisers Act of
1940; and

     WHEREAS, the Adviser is currently serving as the Investment Adviser to each
of the Company's series; and

     WHEREAS,  the Company  desires to retain the  Adviser to render  investment
supervisory  and corporate  administrative  services to the Company's  Large Cap
Growth  V.I.  Fund  (hereinafter  the  "Fund"),  in the  manner and on the terms
hereinafter set forth.

     NOW,  THEREFORE,  in  consideration  of  the  premises  and  the  covenants
hereinafter contained, the Company and the Adviser hereby agree as follows:

                                   Article 1

                              Duties of the Adviser

     The Company hereby employs the Adviser to act as the investment  adviser to
and manager of the Fund and to manage the  investment  and  reinvestment  of the
assets of the Fund, and to administer its affairs, subject to the supervision of
the Board of  Directors  of the  Company,  for the  period  and on the terms and
conditions  set  forth  in this  Agreement.  The  Adviser  hereby  accepts  such
employment  and agrees  during such period,  at its own  expense,  to render the
services  and to assume the  obligations  herein set forth for the  compensation
provided for herein.  The Adviser shall for all purposes  herein be deemed to be
an independent  contractor and shall,  unless  otherwise  expressly  provided or
authorized,  have no authority to act for or represent the Company in any way or
otherwise be deemed an agent of the Company.

     (a) Investment  Advisory  Services.  In acting as investment adviser to the
Fund,  the  Adviser  shall  regularly  provide  the Fund  with  such  investment
research,  advice and  supervision  as the latter may from time to time consider
necessary for the proper supervision of the Fund and shall furnish  continuously
an  investment  program and shall  determine  from time to time what  securities
shall be  purchased,  sold or  exchanged  and what  portion of the assets of the
Fund's portfolio shall be held in the various securities in which it may invest,
subject always to the  restrictions of the Company's  Articles of  Incorporation
and Bylaws,  as amended  from time to time,  the  provisions  of the  Investment
Company Act

<PAGE>

and the  statements  relating to the Fund's  investment  objectives,  investment
policies  and  investment  restrictions  set  forth in the  currently  effective
prospectus of the Company  relating to the Fund under the Securities Act of 1933
(the  "Prospectus").  Should the Board of  Directors of the Company at any time,
however,  make any definitive  determination as to the investment  policy of the
Fund  and  notify  the  Adviser  thereof,  the  Adviser  shall  be bound by such
determination  for  the  period,  if any,  specified  in such  notice  or  until
similarly notified that such  determination has been revoked.  The Adviser shall
take,  on  behalf  of the  Company,  all  actions  which it deems  necessary  to
implement  the  investment   policies  determined  as  provided  above,  and  in
particular to place all orders for the purchase or sale of portfolio  securities
for the Fund with  brokers or dealers  selected  by it. In  connection  with the
selection of such brokers or dealers and the placing of such orders, the Adviser
is directed at all times to seek to obtain for the Fund the most  favorable  net
results for the Fund as  determined  by the Board of Directors  and set forth in
the Prospectus. Subject to this requirement and the provisions of the Investment
Company  Act,  the  Securities  Exchange  Act  of  1934,  and  other  applicable
provisions of law, nothing shall prohibit the Adviser from selecting  brokers or
dealers with which it or the Company is affiliated.

     (b) Administrative  Services.  In addition to the performance of investment
advisory services,  the Adviser shall perform,  or supervise the performance of,
administrative services in connection with the management of the Company insofar
as such services relate to and are required by the Fund. In this connection, the
Adviser  agrees to (i)  assist  in  supervising  all  aspects  of the  Company's
operations  relating  to the Fund,  including  the  coordination  of all matters
relating to the functions of the custodian,  transfer agent,  other  shareholder
service agents, accountants,  attorneys and other parties performing services or
operational  functions  for the Company  relating to the Fund,  (ii) provide the
Company, at the Adviser's expense, with services of persons competent to perform
such  administrative and clerical functions as are necessary in order to provide
effective  administration  of the  Company to the extent  required  by the Fund,
including duties in connection with shareholder relations,  reports,  redemption
requests  and  account  adjustments  and the  maintenance  of certain  books and
records of the Company insofar as they relate to the Fund, and (iii) provide the
Company,  at the  Adviser's  expense,  with  adequate  office  space and related
services necessary for its operations as contemplated in this Agreement.

                                   Article 2

                       Allocation of Charges and Expenses

     (a) The  Adviser.  The Adviser  assumes and shall pay for  maintaining  the
staff and personnel, and shall at its own expense provide the equipment,  office
space and facilities, necessary to perform its obligations under this Agreement,
and shall pay all  compensation  of  officers of the Company and the fees of all
directors of the Company who are affiliated persons of Merrill Lynch & Co., Inc.
or its subsidiaries, and shall pay the organization costs of the Fund.

     (b) The  Company.  The Company  assumes  and shall pay all  expenses of the
Fund, including,  without limitation:  insurance,  taxes, expenses for legal and
auditing services,  costs of printing proxies,  stock certificates,  shareholder
reports  and   prospectuses   (except  to  the  extent  paid  by  the  Company's
distributor),   charges  of  the  Custodian  and  Transfer  Agent,  expenses  of
redemption  of shares,  Securities  and Exchange  Commission  fees,  expenses of
registering  the  shares  under  federal  and state  securities  laws,  fees and
expenses of directors  who are not  affiliated  persons of Merrill  Lynch & Co.,
Inc. or its  subsidiaries,  accounting  and pricing costs  (including  the daily
calculation of net asset value), interest, brokerage costs, litigation and other
extraordinary or nonrecurring  expenses,  and other expenses properly payable by
the Company.


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<PAGE>

                                   Article 3

                           Compensation of the Adviser

     (a)  Investment  Advisory Fee. For the services  rendered,  the  facilities
furnished  and  expenses  assumed by the Adviser,  the Company  shall pay to the
Adviser at the end of each  calendar  month a fee at the annual rate of 0.65% of
the  average  daily net  assets of the  Fund,  as  determined  and  computed  in
accordance  with the  description  of the method of  determination  of net asset
value contained in the Prospectus.

     (b) Expense  Limitations.  In the event the operating expenses of the Fund,
including  the  investment  advisory fee  applicable  to the Fund payable to the
Adviser  pursuant to subsection (a) above,  for any fiscal year ending on a date
on which this  Agreement  is in effect,  exceeds the expense  limitations  under
state securities laws or published regulations  thereunder,  as such limitations
may be raised or  lowered  from  time to time,  the  Adviser  shall  reduce  its
investment  advisory fee by the extent of such excess and, if required under any
such laws or regulations,  will reimburse the Fund in the amount of such excess;
provided,  however,  to the extent  permitted under law, there shall be excluded
from such expenses the amount of any interest,  taxes, brokerage commissions and
extraordinary  expenses  (including,  but  not  limited  to,  legal  claims  and
liabilities and litigation costs and any  indemnification  related thereto) paid
or payable by the Company and  allocated  to the Fund.  Whenever the expenses of
the Fund exceed a pro rata portion of the applicable annual expense limitations,
the  estimated  amounts  of  reimbursement   under  such  limitations  shall  be
applicable as an offset  against the monthly  payment of the advisory fee due to
the Adviser.

                                   Article 4

                     Limitation of Liability of the Adviser

     The Adviser shall not be liable for any error of judgment or mistake of law
or for any loss suffered by the Company in connection with any investment policy
or the purchase,  sale or redemption of any securities on the  recommendation of
the Adviser.  Nothing herein contained shall be construed to protect the Adviser
against  any  liability  to the  Company  or its  security  holders to which the
Adviser shall otherwise be subject by reason of willful misfeasance,  bad faith,
gross  negligence  in the  performance  of its duties on behalf of the  Company,
reckless disregard of the Adviser's  obligations and duties under this Agreement
or the violation of any applicable law.

                                   Article 5

                            Activities of the Adviser

     The  services  of the  Adviser  under this  Agreement  are not to be deemed
exclusive, and the Adviser shall be free to render similar services to others so
long as its services  hereunder are not impaired thereby.  It is understood that
directors, officers, employees and shareholders of the Company are or may become
interested in the Adviser, as directors,  officers, employees or shareholders or
otherwise and that directors, officers, employees or shareholders of the Adviser
are or may become similarly  interested in the Company,  and that the Adviser is
or may become interested in the Company as a shareholder or otherwise.


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<PAGE>

                                   Article 6

                   Duration and Termination of this Agreement

     This  Agreement  shall  become  effective as of the  effective  date of the
Company's Post Effective  Amendment No. 44 to its  Registration  Statement,  and
shall remain in force until the second  anniversary  of such  effectiveness  and
thereafter, but only so long as such continuance after the second anniversary is
specifically  approved at least  annually by (i) the Board of  Directors  of the
Company, or by the vote of a majority of the outstanding shares of the Fund, and
(ii) a majority  of those  directors  who are not parties to this  Agreement  or
interested  persons of any such party cast in person at a meeting called for the
purposes of voting on such approval.

     This  Agreement may be terminated at any time, as to the Fund,  without the
payment of any penalty, by the Board of Directors of the Company or by vote of a
majority of the  outstanding  shares of the Fund,  or by the  Adviser,  on sixty
days' written  notice to the other party.  This  Agreement  shall  automatically
terminate in the event of its assignment.

                                   Article 7

                                   Definitions

     The term "assignment",  "affiliated person" and "interested  person",  when
used in this  Agreement,  shall have the  respective  meanings  specified in the
Investment  Company  Act. As used with  respect to the Company or the Fund,  the
term  "majority of the  outstanding  shares"  means the lesser of (i) 67% of the
shares represented at a meeting at which more than 50% of the outstanding shares
are represented or (ii) more than 50% of the outstanding shares.

                                   Article 8

                          Amendments of this Agreement

     This  Agreement  may be amended by the parties  only if such  amendment  is
specifically  approved by (i) the Board of Directors  of the Company,  or by the
vote of a majority of the outstanding shares of the Fund, and (ii) a majority of
those  directors  of the  Company  who are not  parties  to  this  Agreement  or
interested  persons of any such party cast in person at a meeting called for the
purpose of voting on such approval.

                                    Article 9

                                  Governing Law

     The  provisions of this  Agreement  shall be construed and  interpreted  in
accordance  with the laws of the State of New York as at the time in effect  and
the applicable provisions of the Investment


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<PAGE>

Company Act. To the extent that the applicable laws of the State of New York, or
any of the provisions  herein,  conflict with the  applicable  provisions of the
Investment Company Act, the latter shall control.


                                       MERRILL LYNCH VARIABLE SERIES FUNDS, INC.


                                       By:______________________________________
                                           Name:
                                           Title:

ATTEST:


______________________________
Name:
Title:


                                       MERRILL LYNCH INVESTMENT MANAGERS, L.P.

                                       By:  Princeton Services, Inc.,
                                               its general partner


                                       By:______________________________________
                                           Name:
                                           Title:

ATTEST:


______________________________
Name:
Title:



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