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We hereby consent to the reference to our firm included in the prospectus and statement of additional information of Merrill Lynch Equity Income Fund (Formerly Merrill Lynch S trategic Dividend Fund) filed as part of Registration Statement No. 33-14517 and to the use of our opinion of counsel, incorporated by reference to Exhibit 10 to Post-Effective Amendment No. 9 to the Registration Statement on Form N-1A (File No. 33-14517), filed on November 28, 1995.
/s/ Swidler Berlin Shereff Friedman, LLP
New York, New York
December 28, 2000
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