EXHIBIT 99(a)(2)
CERTIFICATE OF AMENDMENT
OF
MASTER SFR II TRUST
THIS Certificate of Amendment of Master SFR II Trust (the "Trust") is
being duly executed and filed on behalf of the Trust by the undersigned, as
trustee, to amend the Certificate of Trust of the business trust under the
Delaware Business Trust Act (12 Del. C. ss. 3801 et seq.) (the "Act").
1. Name. The name of the business trust is Master SFR II Trust.
2. Amendment of Trust. The Certificate of Trust of the Trust is hereby
amended by changing the name of the Trust in the State of Delaware to MASTER
SENIOR FLOATING RATE TRUST.
3. Effective Date. This Certificate of Amendment shall be effective upon
filing with the Secretary of State.
IN WITNESS WHEREOF, the undersigned has duly executed this Certificate of
Trust in accordance with Section 3811(a)(2) of the Act.
By: /s/ Bradley J. Lucido
-------------------------------
Name: Bradley J. Lucido
Title: Trustee
Dated: June 7, 2000
