EXHIBIT 99(p)(1)
CERTIFICATE OF HOLDER OF BENEFICIAL INTERESTS
Merrill Lynch Senior Floating Rate Fund II, 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.
Merrill Lynch Senior Floating Rate Fund II, Inc.
By: /s/ Terry K. Glenn
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Name: Terry K. Glenn
Title: President
Dated: October 6, 2000
