MASTER SMALL CAP VALUE TRUST, N-1A, EX-99.12B, 2000-09-01

MASTER SMALL CAP VALUE TRUST
N-1A, EX-99.12B, 2000-09-01

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                                                                   EXHIBIT 12(b)


                 CERTIFICATE OF HOLDER OF BENEFICIAL INTERESTS

          Mercury Small Cap Value Fund, Inc., a future holder of beneficial
interests in the amount of $100,000, of Master Small Cap Value Trust (the
"Trust"), does hereby confirm to the Trust its representations that it will
purchase such shares for investment purposes, with no present intention of
redeeming or reselling any portion thereof.

                              Mercury Small Cap Value Fund, Inc.


                              By:  /s/ Terry K. Glenn
                                   ------------------
                                   Name: Terry K. Glenn



Dated: September 1, 2000