EXHIBIT 12(b)

                      CERTIFICATE OF FUTURE STOCKHOLDER OF
                          MASTER U.S. HIGH YIELD TRUST

      Mercury  U.S.  High  Yield  Fund,  Inc.,  a future  holder  of  shares  of
beneficial  interest of Master U.S. High Yield Trust, a Delaware  business trust
(the "Trust"),  does hereby confirm to the Trust its representation that it will
purchase  such shares for  investment  purposes,  with no present  intention  of
redeeming or reselling any portion thereof.

                                        MERCURY U.S. HIGH YIELD FUND, INC.

                                        By:
                                           -------------------------------
                                                 Authorized Officer

Dated: August 30, 2000



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