Exhibit (p)
CERTIFICATE OF THE SOLE STOCKHOLDER OF
MERCURY SENIOR FLOATING RATE FUND, INC.
Fund Asset Management, L.P., the holder of 10,000 shares of common stock,
par value $0.10 per share of Mercury Senior Floating Rate Fund, Inc., a Maryland
corporation (the "Fund"), does hereby confirm to the Fund its representation
that it purchased such shares for investment purposes, with no present intention
of redeeming or reselling any portion thereof.
FUND ASSET MANAGEMENT, L.P.
By: /s/ Terry K. Glenn
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Authorized Officer
Dated: October 6, 2000
