EXHIBIT 12
CERTIFICATE OF THE SOLE STOCKHOLDER OF
MERCURY U.S. HIGH YIELD FUND, INC.
Fund Asset Management, L.P., the holder of $100,000 of shares of common
stock, par value $0.001 per share, of Mercury U.S. High Yield 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:
-------------------------------
Authorized Officer
Dated: August 30, 2000
