EXHIBIT 99(p)(2)
CERTIFICATE OF HOLDER OF BENEFICIAL INTERESTS
Mercury Senior Floating Rate Fund, Inc., a holder of beneficial interests
in the amount of $100,000, of Master Senior Floating Rate Trust (the "Trust"),
does hereby confirm to the Trust its representations that it purchased such
shares for investment purposes, with no present intention of redeeming or
reselling any portion thereof.
Mercury Senior Floating Rate Fund, Inc.
By: /s/ Terry K. Glenn
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Name: Terry K. Glenn
Title: President
Dated: October 6, 2000
