As filed with the Securities and Exchange Commission on May 5, 2000


                           SCHEDULE 14A INFORMATION
  PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF
                             1934 (AMENDMENT NO. )

            Filed by the Registrants /X/
            Filed by a Party other than the Registrant / /
            Check the appropriate box:
            / X/ Preliminary Proxy Statement
            / / Definitive Proxy Statement
            / / Definitive Additional Materials
            / / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

                         MERCURY GLOBAL HOLDINGS, INC.
                    MERCURY INTERNET STRATEGIES FUND, INC.
                   MERRILL LYNCH AMERICAS INCOME FUND, INC.
                    MERRILL LYNCH CORPORATE BOND FUND, INC.
              MERRILL LYNCH DEVELOPING CAPITAL MARKETS FUND, INC.
                        MERRILL LYNCH DRAGON FUND, INC.
                            MERRILL LYNCH EUROFUND
                  MERRILL LYNCH GLOBAL ALLOCATION FUND, INC.
               MERRILL LYNCH GLOBAL BOND FUND FOR INVESTMENT AND
                   RETIREMENT MERRILL LYNCH GLOBAL FINANCIAL
                              SERVICES FUND, INC.
                   MERRILL LYNCH GLOBAL SMALLCAP FUND, INC.
                  MERRILL LYNCH GLOBAL TECHNOLOGY FUND, INC.
                    MERRILL LYNCH GLOBAL UTILITY FUND, INC.
                     MERRILL LYNCH GLOBAL VALUE FUND, INC.
                      MERRILL LYNCH HEALTHCARE FUND, INC.
              MERRILL LYNCH HIGH INCOME MUNICIPAL BOND FUND, INC.
                    MERRILL LYNCH INTERNATIONAL EQUITY FUND
                 MERRILL LYNCH INTERNET STRATEGIES FUND, INC.
                    MERRILL LYNCH LATIN AMERICA FUND, INC.
                    MERRILL LYNCH MUNICIPAL BOND FUND, INC.
                MERRILL LYNCH MUNICIPAL INTERMEDIATE TERM FUND
                    OF MERRILL LYNCH MUNICIPAL SERIES TRUST
                  MERRILL LYNCH MUNICIPAL STRATEGY FUND, INC.
                       MERRILL LYNCH PACIFIC FUND, INC.
                 MERRILL LYNCH SENIOR FLOATING RATE FUND, INC.
               MERRILL LYNCH SENIOR FLOATING RATE FUND II, INC.
               MERRILL LYNCH SHORT-TERM GLOBAL INCOME FUND, INC.
                     MERRILL LYNCH STRATEGIC DIVIDEND FUND
                   MERRILL LYNCH U.S. HIGH YIELD FUND, INC.
                 THE CORPORATE FUND ACCUMULATION PROGRAM, INC.
                 THE MUNICIPAL FUND ACCUMULATION PROGRAM, INC.

                P.O. Box 9011 Princeton, New Jersey 08543-9011
 ------------------------------------------------------------------------------
             (Name of Registrants as Specified In Their Charters)
                                 SAME AS ABOVE
 ------------------------------------------------------------------------------
                  (Name of Person(s) Filing Proxy Statement)

Payment of filing fee (Check the appropriate box):
     /X/ No fee required.
     / / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
         0-11.

    (1)  Title of each class of securities to which transaction applies:
    --------------------------------------------------------------------------
    (2)  Aggregate number of securities to which transaction applies:
    --------------------------------------------------------------------------

    (3)  Per unit price or other underlying value of transaction computed
         pursuant to Exchange Act Rule 0-11:1
         (Set forth the amount on which the filing fee is calculated and state
         how it was determined.)
    --------------------------------------------------------------------------
    (4)  Proposed maximum aggregate value of transaction:
    --------------------------------------------------------------------------

    / / Check box if any part of the fee is offset as provided by Exchange
    Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
    was paid previously. Identify the previous filing by registration
    statement number, or the form or schedule and the date of its filing.

    (1)  Amount Previously Paid:
    --------------------------------------------------------------------------
    (2)  Form, Schedule or Registration Statement No.:
    --------------------------------------------------------------------------
    (3)  Filing Party:
    --------------------------------------------------------------------------
    (4)  Date Filed:



                               PRELIMINARY COPY

                         MERCURY GLOBAL HOLDINGS, INC.
                    MERCURY INTERNET STRATEGIES FUND, INC.
                   MERRILL LYNCH AMERICAS INCOME FUND, INC.
                    MERRILL LYNCH CORPORATE BOND FUND, INC.
              MERRILL LYNCH DEVELOPING CAPITAL MARKETS FUND, INC.
                        MERRILL LYNCH DRAGON FUND, INC.
                            MERRILL LYNCH EUROFUND
                  MERRILL LYNCH GLOBAL ALLOCATION FUND, INC.
         MERRILL LYNCH GLOBAL BOND FUND FOR INVESTMENT AND RETIREMENT
              MERRILL LYNCH GLOBAL FINANCIAL SERVICES FUND, INC.
                   MERRILL LYNCH GLOBAL SMALLCAP FUND, INC.
                  MERRILL LYNCH GLOBAL TECHNOLOGY FUND, INC.
                    MERRILL LYNCH GLOBAL UTILITY FUND, INC.
                     MERRILL LYNCH GLOBAL VALUE FUND, INC.
                      MERRILL LYNCH HEALTHCARE FUND, INC.
              MERRILL LYNCH HIGH INCOME MUNICIPAL BOND FUND, INC.
                    MERRILL LYNCH INTERNATIONAL EQUITY FUND
                 MERRILL LYNCH INTERNET STRATEGIES FUND, INC.
                    MERRILL LYNCH LATIN AMERICA FUND, INC.
                    MERRILL LYNCH MUNICIPAL BOND FUND, INC.
                MERRILL LYNCH MUNICIPAL INTERMEDIATE TERM FUND
                    OF MERRILL LYNCH MUNICIPAL SERIES TRUST
                  MERRILL LYNCH MUNICIPAL STRATEGY FUND, INC.
                       MERRILL LYNCH PACIFIC FUND, INC.
                 MERRILL LYNCH SENIOR FLOATING RATE FUND, INC.
               MERRILL LYNCH SENIOR FLOATING RATE FUND II, INC.
               MERRILL LYNCH SHORT-TERM GLOBAL INCOME FUND, INC.
                     MERRILL LYNCH STRATEGIC DIVIDEND FUND
                   MERRILL LYNCH U.S. HIGH YIELD FUND, INC.
                 THE CORPORATE FUND ACCUMULATION PROGRAM, INC.
                 THE MUNICIPAL FUND ACCUMULATION PROGRAM, INC.
                                 P.O. Box 9011
                       Princeton, New Jersey 08543-9011

                             --------------------

                NOTICE OF 2000 ANNUAL MEETINGS OF SHAREHOLDERS
                             --------------------


                          TO BE HELD ON JULY 10, 2000



To the Shareholders of:
MERCURY GLOBAL HOLDINGS, INC.
MERCURY INTERNET STRATEGIES FUND, INC.
MERRILL LYNCH AMERICAS INCOME FUND, INC.
MERRILL LYNCH CORPORATE BOND FUND, INC.
MERRILL LYNCH DEVELOPING CAPITAL MARKETS FUND, INC.
MERRILL LYNCH DRAGON FUND, INC.
MERRILL LYNCH EUROFUND
MERRILL LYNCH GLOBAL ALLOCATION FUND, INC.
MERRILL LYNCH GLOBAL BOND FUND FOR INVESTMENT AND RETIREMENT
MERRILL LYNCH GLOBAL FINANCIAL SERVICES FUND, INC.
MERRILL LYNCH GLOBAL SMALLCAP FUND, INC.
MERRILL LYNCH GLOBAL TECHNOLOGY FUND, INC.
MERRILL LYNCH GLOBAL UTILITY FUND, INC.
MERRILL LYNCH GLOBAL VALUE FUND, INC.
MERRILL LYNCH HEALTHCARE FUND, INC.
MERRILL LYNCH HIGH INCOME MUNICIPAL BOND FUND, INC.
MERRILL LYNCH INTERNATIONAL EQUITY FUND
MERRILL LYNCH INTERNET STRATEGIES FUND, INC.
MERRILL LYNCH LATIN AMERICA FUND, INC.
MERRILL LYNCH MUNICIPAL BOND FUND, INC.
MERRILL LYNCH MUNICIPAL INTERMEDIATE TERM FUND
   OF MERRILL LYNCH MUNICIPAL SERIES TRUST
MERRILL LYNCH MUNICIPAL STRATEGY FUND, INC.
MERRILL LYNCH PACIFIC FUND, INC.
MERRILL LYNCH SENIOR FLOATING RATE FUND, INC.
MERRILL LYNCH SENIOR FLOATING RATE FUND II, INC.
MERRILL LYNCH SHORT-TERM GLOBAL INCOME FUND, INC.
MERRILL LYNCH STRATEGIC DIVIDEND FUND
MERRILL LYNCH U.S. HIGH YIELD FUND, INC.
THE CORPORATE FUND ACCUMULATION PROGRAM, INC.
THE MUNICIPAL FUND ACCUMULATION PROGRAM, INC.

     NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders (each a
"Meeting" and collectively, the "Meetings") of each of the above-listed
investment companies (each a "Fund" and collectively, the "Funds") will be
held at the offices of Merrill Lynch Asset Management, L.P., 800 Scudders Mill
Road, Plainsboro, New Jersey, on Monday, July 10, 2000 at the time specified
in Exhibit A to this Combined Proxy Statement for the following purposes:

     (1)  To elect a Board of Directors (which term as used herein refers to
          both Directors and Trustees) of each Fund until their successors
          have been duly elected and qualified or until their earlier
          resignation or removal;

          For each of Mercury Internet Strategies Fund, Inc. ("Mercury
          Internet"), Merrill Lynch Internet Strategies Fund, Inc. ("Merrill
          Lynch Internet" and, together with Mercury Internet, the "Internet
          Funds") and Merrill Lynch Global Financial Services Fund, Inc.
          ("Global Financial"), actions taken by their shareholders in
          connection with the election of the Board Members (as defined
          herein) of each of those Funds will also be taken by each of those
          Funds as a holder of beneficial interests in Master Internet
          Strategies Trust (the "Internet Trust") or in Master Global
          Financial Services Trust (the "Global Financial Trust"),
          respectively, in connection with the election of the respective
          Trust's Board Members.

     (2)  To consider and act upon a proposal to ratify the selection of
          independent auditors of each Fund for its current fiscal year;

          For each of the Internet Funds and Global Financial, actions taken
          by their shareholders in connection with the ratification of the
          selection of independent auditors of each of those Funds will also
          be taken by each of those Funds as a holder of beneficial interests
          in the Internet Trust or the Global Financial Trust, respectively,
          in connection with the ratification of the selection of independent
          auditors of the respective Trusts.

     (3)  For all Funds except the Internet Funds and Global Financial: To
          consider and act upon a proposal to amend the Fund's charter to
          permit the Board of Directors to convert the Fund to a master/feeder
          structure;

     (4)  For Merrill Lynch Senior Floating Rate Fund II, Inc., Merrill Lynch
          Strategic Dividend Fund and Merrill Lynch U.S. High Yield Fund, Inc:
          To consider and act upon the proposed Investment Advisory,
          Administration and Sub-Advisory Agreements;

          With respect to Items 5 through 9, solely for the Fund or Funds
          named in the specific proposal:

     (5)  To consider and act upon the proposal to clarify the investment
          strategy of Merrill Lynch Senior Floating Rate Fund, Inc. and
          Merrill Lynch Senior Floating Rate Fund II, Inc. concerning discount
          corporate loans;

     (6)  To consider and act upon the proposal to amend the investment
          objective and policies of Merrill Lynch Strategic Dividend Fund;

     (7)  To consider and act upon the proposal to amend the investment
          objective and policies of Merrill Lynch Americas Income Fund, Inc.;

     (8)  To consider and act upon the proposal to amend an investment policy
          of Merrill Lynch Healthcare Fund, Inc.;

     (9)  To consider and act upon the proposal to amend the investment
          objective of Merrill Lynch Developing Capital Markets Fund, Inc.;
          and

     (10) To transact such other business as may properly come before the
          Meeting or any adjournment thereof.

     The Board of Directors of each Fund has fixed the close of business on
May 12, 2000 as the record date for the determination of shareholders entitled
to notice of and to vote at the Meeting or any adjournment thereof.

     If Item 3 authorizing the reorganization of certain funds into a
master/feeder structure is approved by the shareholders of Merrill Lynch
EuroFund, Merrill Lynch Global Bond Fund for Investment and Retirement,
Merrill Lynch International Equity Fund, Merrill Lynch Municipal Intermediate
Term Fund of Merrill Lynch Municipal Series Trust or Merrill Lynch Strategic
Dividend Fund (each a "Massachusetts business trust") at the applicable
Meeting and effected by that Massachusetts business trust, any shareholder of
such Massachusetts business trust (i) who files with the applicable
Massachusetts business trust, before the taking of the vote on the approval of
such proposal, written objection to the proposal stating that he or she
intends to demand payment for his or her shares if any reorganization
authorized by such proposal takes place and (ii) whose shares are not voted in
favor of such proposal has or may have the right to demand in writing from the
applicable Massachusetts business trust, within twenty days after the date of
mailing to him or her of notice in writing that the reorganization has become
effective, payment for his or her shares and an appraisal of the value
thereof. Any Massachusetts business trust effecting a reorganization and any
such shareholders shall in such cases have the rights and duties and shall
follow the procedure set forth in sections 88 to 98 inclusive, of chapter 156B
of the General Laws of Massachusetts. In the event that any shareholder elects
to exercise his or her statutory right of appraisal under Massachusetts law,
it is the present intention of each Massachusetts business trust to petition a
court of competent jurisdiction to determine whether such right of appraisal
has been superseded by the provisions of Rule 22c-1 under the Investment
Company Act of 1940, as amended.

     A complete list of the shareholders of each Fund entitled to vote at its
Meeting will be available and open to the examination of any shareholder of
that Fund for any purpose germane to the Meeting during ordinary business
hours from and after June 26, 2000, at the office of each Fund, 800 Scudders
Mill Road, Plainsboro, New Jersey. You are cordially invited to attend the
Meeting. Shareholders who do not expect to attend the meeting in person are
requested to complete, date and sign the enclosed form of proxy and return it
promptly in the envelope provided for this purpose. If you have been provided
with the opportunity on your proxy card or voting instruction form to provide
voting instructions via telephone or the Internet, please take advantage of
these prompt and efficient voting options. The enclosed proxy is being
solicited on behalf of the Board of Directors of each respective Fund.


                     By Order of the Boards of Directors

                     Susan B. Baker
                     Secretary of Mercury Internet Strategies Fund, Inc.,
                     Merrill Lynch Developing Capital Markets Fund, Inc.,
                     Merrill Lynch Global SmallCap Fund, Inc.,
                     Merrill Lynch Internet Strategies Fund, Inc. and
                     Merrill Lynch Latin America Fund, Inc.

                     Phillip S. Gillespie
                     Secretary of Merrill Lynch Dragon Fund, Inc. and
                     Merrill Lynch Global Allocation Fund, Inc.

                     Robert Harris
                     Secretary of Mercury Global Holdings, Inc.,
                     Merrill Lynch Healthcare Fund, Inc. and
                     Merrill Lynch International Equity Fund

                     Bradley J. Lucido
                     Secretary of Merrill Lynch Senior Floating Rate Fund, Inc.
                     and Merrill Lynch Senior Floating Rate Fund II, Inc.

                     Lori Martin
                     Secretary of Merrill Lynch Global Value Fund, Inc.
                     and Merrill Lynch Pacific Fund, Inc.

                     Allan J. Oster
                     Secretary of Merrill Lynch Americas Income Fund, Inc.
                     and Merrill Lynch Short-Term Global Income Fund, Inc.

                     Robert E. Putney, III
                     Secretary of Merrill Lynch EuroFund and
                     Merrill Lynch Global Technology Fund, Inc.

                     Ira P. Shapiro
                     Secretary of Merrill Lynch Global Bond Fund for
                     Investment and Retirement,
                     Merrill Lynch Global Financial Services Fund, Inc.,
                     Merrill Lynch Global Utility Fund, Inc.,
                     Merrill Lynch Strategic Dividend Fund and
                     The Corporate Fund Accumulation Program, Inc.

                     William E. Zitelli, Jr.
                     Secretary of Merrill Lynch Corporate Bond Fund, Inc.,
                     Merrill Lynch High Income Municipal Bond Fund, Inc.,
                     Merrill Lynch Municipal Bond Fund, Inc.,
                     Merrill Lynch Municipal Intermediate Term Fund of
                     Merrill Lynch Municipal Series Trust,
                     Merrill Lynch Municipal Strategy Fund, Inc.,
                     Merrill Lynch U.S. High Yield Fund, Inc. and
                     The Municipal Fund Accumulation Program, Inc.

Plainsboro, New Jersey
Dated: May __, 2000



                               PRELIMINARY COPY

                           COMBINED PROXY STATEMENT
                             --------------------

                         MERCURY GLOBAL HOLDINGS, INC.
                    MERCURY INTERNET STRATEGIES FUND, INC.
                   MERRILL LYNCH AMERICAS INCOME FUND, INC.
                    MERRILL LYNCH CORPORATE BOND FUND, INC.
              MERRILL LYNCH DEVELOPING CAPITAL MARKETS FUND, INC.
                        MERRILL LYNCH DRAGON FUND, INC.
                            MERRILL LYNCH EUROFUND
                  MERRILL LYNCH GLOBAL ALLOCATION FUND, INC.
         MERRILL LYNCH GLOBAL BOND FUND FOR INVESTMENT AND RETIREMENT
              MERRILL LYNCH GLOBAL FINANCIAL SERVICES FUND, INC.
                   MERRILL LYNCH GLOBAL SMALLCAP FUND, INC.
                  MERRILL LYNCH GLOBAL TECHNOLOGY FUND, INC.
                    MERRILL LYNCH GLOBAL UTILITY FUND, INC.
                     MERRILL LYNCH GLOBAL VALUE FUND, INC.
                      MERRILL LYNCH HEALTHCARE FUND, INC.
              MERRILL LYNCH HIGH INCOME MUNICIPAL BOND FUND, INC.
                    MERRILL LYNCH INTERNATIONAL EQUITY FUND
                 MERRILL LYNCH INTERNET STRATEGIES FUND, INC.
                    MERRILL LYNCH LATIN AMERICA FUND, INC.
                    MERRILL LYNCH MUNICIPAL BOND FUND, INC.
                MERRILL LYNCH MUNICIPAL INTERMEDIATE TERM FUND
                    OF MERRILL LYNCH MUNICIPAL SERIES TRUST
                  MERRILL LYNCH MUNICIPAL STRATEGY FUND, INC.
                       MERRILL LYNCH PACIFIC FUND, INC.
                 MERRILL LYNCH SENIOR FLOATING RATE FUND, INC.
               MERRILL LYNCH SENIOR FLOATING RATE FUND II, INC.
               MERRILL LYNCH SHORT-TERM GLOBAL INCOME FUND, INC.
                     MERRILL LYNCH STRATEGIC DIVIDEND FUND
                   MERRILL LYNCH U.S. HIGH YIELD FUND, INC.
                 THE CORPORATE FUND ACCUMULATION PROGRAM, INC.
                 THE MUNICIPAL FUND ACCUMULATION PROGRAM, INC.
                                 P.O. Box 9011
                       Princeton, New Jersey 08543-9011

                             --------------------

                     2000 ANNUAL MEETINGS OF SHAREHOLDERS
                             --------------------


                                 July 10, 2000






                               TABLE OF CONTENTS

                                                                                  Page
                                                                               
Introduction.....................................................................    1

Item 1: Election of Directors....................................................    8

Item 2: Selection of Independent Auditors........................................   12

Item 3: Approval or Disapproval of Charter Amendment to
        Permit Reorganization Into a Master/Feeder Structure.....................   14

Item 4: Approval or Disapproval of Proposed Investment
        Advisory, Administration and Sub-Advisory Agreements.....................   15

Item 5: Proposal to Clarify the Investment Strategy of Merrill
        Lynch Senior Floating Rate Fund, Inc. and Merrill
        Lynch Senior Floating Rate Fund II, Inc. Concerning
        Investment in Discount Corporate Loans...................................   26

Item 6: Proposal to Amend the Investment Objective and
        Policies of Merrill Lynch Strategic Dividend Fund........................   27

Item 7: Proposal to Amend the Investment Objective and
        Policies of Merrill Lynch Americas Income Fund, Inc......................   28

Item 8: Proposal to Amend an Investment Policy of Merrill
        Lynch Healthcare Fund, Inc...............................................   31

Item 9: Proposal to Amend the Investment Objective of Merrill
        Lynch Developing Capital Markets Fund, Inc...............................   32

Additional Information...........................................................   33

Exhibit A - Information About the Funds..........................................   A-1

Exhibit B - Proposed Charter Amendments..........................................   B-1

           Open-End Funds--Maryland Corporations
           Open-End Funds--Massachusetts Business Trusts
           Closed-End Funds--Maryland Corporations

Exhibit C - Form of Proposed Investment Advisory, Administration and
Sub-Advisory Agreements for Merrill Lynch Senior Floating Rate Fund II, Inc. ....   C-1

Exhibit D - Form of Proposed Investment Advisory, Administration and
Sub-Advisory Agreements for Merrill Lynch Strategic Dividend Fund ...............   D-1

Exhibit E - Form of Proposed Investment Advisory, Administration and
Sub-Advisory Agreements for Merrill Lynch U.S. High Yield Fund, Inc. ............   E-1






                                 INTRODUCTION

     This Proxy Statement is furnished in connection with the solicitation of
proxies on behalf of the Boards of Directors (which term as used herein refers
to both Directors and Trustees) of the above-listed Funds (each a "Fund" and
collectively, the "Funds") to be voted at the 2000 Annual Meetings of
Shareholders of the Funds (each a "Meeting" and collectively, the "Meetings"),
to be held at the offices of Merrill Lynch Asset Management, L.P. ("MLAM"),
800 Scudders Mill Road, Plainsboro, New Jersey, on Monday, July 10, 2000 at
the times specified in Exhibit A hereto. The approximate mailing date of this
Combined Proxy Statement is May __, 2000.

     Each Fund is organized either as a Maryland corporation or a
Massachusetts business trust. The Internet Trust and the Global Financial
Trust are organized as Delaware business trusts. In each jurisdiction,
nomenclature varies. For ease and clarity of presentation, shares of common
stock of a Fund, shares of beneficial interest of a Fund or beneficial
interests in the Internet Trust or the Global Financial Trust are referred to
as "shares" or "Common Stock," holders of shares or Common Stock are referred
to as "shareholders," the Board of Directors or Trustees of each of the Funds
or the Board of Trustees of the Internet Trust or the Global Financial Trust
is referred to as the "Board," the directors or trustees of each Fund and the
trustees of the Internet Trust or the Global Financial Trust are referred to
as "Board Members," the investment adviser or manager of each Fund is referred
to as the "Investment Adviser" and each Fund's Articles of Incorporation or
Declaration of Trust is referred to as its "charter." Please see Exhibit A to
this Combined Proxy Statement for certain information relating to the Funds.

     All properly executed proxies received prior to a Fund's Meeting will be
voted at the Meeting in accordance with the instructions marked thereon or
otherwise as provided therein. Unless instructions to the contrary are marked,
proxies will be voted:

     1)   "FOR" the election of the Board Member nominees of each Fund;

          For each of the Internet Funds and Global Financial, actions taken
          by their shareholders in connection with the election of the Board
          Members of each of those Funds will also be taken by each of those
          Funds as a shareholder of the Internet Trust or the Global Financial
          Trust, respectively, in connection with the election of the Board
          Members of the respective Trusts.

     2)   "FOR" the ratification of the selection of Deloitte & Touche LLP
          ("D&T"), as independent auditors;

          For each of the Internet Funds and Global Financial, actions taken
          by their shareholders in connection with the ratification of the
          selection of independent auditors of each of those Funds will also
          be taken by each of those Funds as a shareholder of the Internet
          Trust or the Global Financial Trust, respectively, in connection
          with the ratification of the selection of independent auditors of
          the respective Trusts.

          With respect to proxies submitted by each Fund except the Internet
          funds and Global Financial.

     3)   "FOR" the approval of a charter amendment permitting the Board to
          convert the Fund to a master/feeder structure;

          With Respect to proxies submitted by Merrill Lynch Senior Floating
          Rate Fund II, Inc., Merrill Lynch Strategic Dividend Fund and
          Merrill Lynch U.S. High Yield Fund, Inc.

     4)   "FOR" the approval of the Proposed Investment Advisory,
          Administration and Sub-Advisory Agreements;

          With respect to proposals 5, 6, 7, 8 and 9, only proxies submitted
          by the Fund or Funds named in the proposal will, unless instructions
          to the contrary are marked, be voted:

     5)   "FOR" the proposal to clarify the investment strategy of Merrill
          Lynch Senior Floating Rate Fund, Inc. and Merrill Lynch Senior
          Floating Rate Fund II, Inc. concerning discount corporate loans;

     6)   "FOR" the proposal to amend the investment objective and policies of
          Merrill Lynch Strategic Dividend Fund;

     7)   FOR" the proposal to amend the investment objective and policies of
          Merrill Lynch Americas Income Fund, Inc.;

     8)   "FOR" the proposal to amend an investment policy of Merrill Lynch
          Healthcare Fund, Inc.; and

     9)   "FOR" the proposal to amend the investment objective of Merrill
          Lynch Developing Capital Markets Fund, Inc.

     Any proxy may be revoked at any time prior to the exercise thereof by
giving written notice to the Secretary of the applicable Fund at that Fund's
address indicated above or by voting in person at the Meeting.

     The Board of each Fund has fixed the close of business on May 12, 2000 as
the record date (the "Record Date") for the determination of shareholders
entitled to notice of and to vote at the Meetings and at any adjournment
thereof. Shareholders on the Record Date will be entitled to one vote for each
share held, with no shares having cumulative voting rights. As of the Record
Date, each Fund had outstanding the number of shares of Common Stock and, in
the case of Merrill Lynch Municipal Strategy Fund, Inc., the number of shares
of Common Stock and shares of auction market preferred stock ("AMPS"), as
indicated in Exhibit A hereto. To the knowledge of each Fund, as of the Record
Date, no person is the beneficial owner of more than five percent of its
outstanding Common Stock or, in the case of Merrill Lynch Municipal Strategy
Fund, Inc., of its Common Stock or AMPS, at such date.

     The Board Members of the applicable Fund know of no business other than
that mentioned in Items 1, 2, 3, 4, 5, 6, 7, 8 and 9 of the Notice of Meeting
that will be presented for consideration at the Meeting. If any other matter
is properly presented at the Meeting or any adjournment thereof, it is the
intention of the persons named on the enclosed proxy card to vote in
accordance with their best judgment.





     The shareholders solicited and entitled to vote on Items 1, 2, 3 and 4
are outlined in the following chart.






                                                                                Item 3. Approval
                                                                                  of a Charter          Item 4.
                                                                                  Amendment to        Investment
                                                                 Item 2.           Permit the          Advisory,
                                  Item 1.        Item 1.     Ratification of   Reorganization of    Administration
                                Election of    Election of     Selection of     the Fund into a    and Sub-Advisory
                                 AMPS Board       Board        Independent       Master/ Feeder       Agreements
           Fund                   Members        Members         Auditors          Structure           Proposal
- ------------------------------ --------------- ------------- ----------------- ------------------- ------------------
                                                                                           
Mercury Global Holdings, Inc.        No            Yes             Yes                Yes                 No

Mercury Internet Strategies          No            Yes*            Yes*                No                 No
Fund, Inc.

Merrill Lynch Americas               No            Yes             Yes                Yes                 No
Income Fund, Inc.

Merrill Lynch Corporate Bond         No            Yes             Yes                Yes                 No
Fund, Inc.

Merrill Lynch Developing             No            Yes             Yes                Yes                 No
Capital Markets Fund, Inc.

Merrill Lynch Dragon Fund,           No            Yes             Yes                Yes                 No
Inc.

Merrill Lynch EuroFund               No            Yes             Yes                Yes                 No

Merrill Lynch Global                 No            Yes             Yes                Yes                 No
Allocation Fund, Inc.

Merrill Lynch Global Bond Fund       No            Yes             Yes                Yes                 No
For Investment and Retirement

Merrill Lynch Global                 No            Yes**           Yes**                No                 No
Financial Services Fund, Inc.

Merrill Lynch Global                 No            Yes             Yes                Yes                 No
SmallCap Fund, Inc.

Merrill Lynch Global                 No            Yes             Yes                Yes                 No
Technology Fund, Inc.

Merrill Lynch Global Utility         No            Yes             Yes                Yes                 No
Fund, Inc.

Merrill Lynch Global Value           No            Yes             Yes                Yes                 No
Fund, Inc.

Merrill Lynch Healthcare             No            Yes             Yes                Yes                 No
Fund, Inc.

Merrill Lynch High Income            No            Yes             Yes                Yes                 No
Municipal Bond Fund, Inc.

Merrill Lynch International          No            Yes             Yes                Yes                 No
Equity Fund

Merrill Lynch Internet               No            Yes***          Yes***             No                  No
Strategies Fund, Inc.

Merrill Lynch Latin America          No            Yes             Yes                Yes                 No
Fund, Inc.

Merrill Lynch Municipal Bond         No            Yes             Yes                Yes                 No
Fund, Inc.

Merrill Lynch Municipal              No            Yes             Yes                Yes                 No
Intermediate Term Fund of
Merrill Lynch Municipal
Series Trust

Merrill Lynch Municipal             Yes            Yes             Yes                Yes                 No
Strategy Fund, Inc.

Merrill Lynch Pacific Fund,          No            Yes             Yes                Yes                 No
Inc.

Merrill Lynch Senior                 No            Yes             Yes                Yes                 No
Floating Rate Fund, Inc.

Merrill Lynch Senior Floating        No            Yes             Yes                Yes                 Yes
Rate Fund II, Inc.

Merrill Lynch Short-Term             No            Yes             Yes                Yes                 No
Global Income Fund, Inc.

Merrill Lynch Strategic              No            Yes             Yes                Yes                 Yes
Dividend Fund

Merrill Lynch U.S. High              No            Yes             Yes                Yes                 Yes
Yield Fund, Inc. (formerly
Merrill Lynch Corporate
High Yield Fund, Inc.)

The Corporate Fund                   No            Yes             Yes                Yes                 No
Accumulation Program, Inc.

The Municipal Fund                   No            Yes             Yes                Yes                 No
Accumulation Program, Inc.



- ------------------------

*    Actions taken by the shareholders of Mercury Internet in connection with
     the election of its Board Members and the ratification of the selection
     of its independent auditors will also be taken by Mercury Internet as a
     shareholder of the Internet Trust in connection with the election of the
     Internet Trust's Board Members and the ratification of the selection of
     the Internet Trust's independent auditors.

**   Actions taken by the shareholders of Global Financial in connection with
     the election of its Board Members and the ratification of the selection
     of its independent auditors will also be taken by Global Financial as a
     shareholder of Global Financial Trust in connection with the election of
     Global Financial Trust's Board Members and the ratification of the
     selection of the Global Financial Trust's independent auditors.

***  Actions taken by the shareholders of Merrill Lynch Internet in connection
     with the election of its Board Members and the ratification of the
     selection of its independent auditors will also be taken by Merrill Lynch
     Internet as a shareholder of the Internet Trust in connection with the
     election of the Internet Trust's Board Members and the ratification of
     the selection of the Internet Trust's independent auditors.





     The shareholders solicited and entitled to vote on Items 5, 6, 7, 8 and 9
are the shareholders of the Fund or Funds named in that Item.

     Item 5. Merrill Lynch Senior Floating Rate Fund, Inc. and Senior Floating
             Rate Fund II, Inc. Proposal

     Item 6. Merrill Lynch Strategic Dividend Fund Proposal

     Item 7. Merrill Lynch Americas Income Fund, Inc. Proposal

     Item 8. Merrill Lynch Healthcare Fund, Inc. Proposal

     Item 9. Merrill Lynch Developing Capital Markets Fund, Inc. Proposal






                         ITEM 1: ELECTION OF DIRECTORS

     At the Meetings, the Board Members of each Fund will be elected to serve
until their successors are elected and qualified or until their earlier
resignation or removal.

     It is intended that all properly executed proxies will be voted (unless
such authority has been withheld in the proxy or properly revoked) "FOR" the
applicable nominees listed below. The nominees to be elected by each Fund
appear in the following chart. Certain biographical and other information
relating to the nominees follows the chart.


            Fund                                              Nominees
- -------------------------------------------------------------------------------

Merrill Lynch Municipal Strategy      To be Elected by Holders of AMPS, Voting
Fund, Inc.                            Separately as a Class:
                                      Ronald W. Forbes
                                      Charles C. Reilly

                                      To be Elected by Holders of Common Stock
                                      and AMPS, Voting Together as a Single
                                      Class:
                                      Terry K. Glenn
                                      Cynthia A. Montgomery
                                      Kevin A. Ryan
                                      Roscoe S. Suddarth
                                      Richard R. West
                                      Arthur Zeikel
                                      Edward D. Zinbarg

All other Funds(1)                    To be Elected by Holders of Common Stock:
                                      Ronald W. Forbes
                                      Terry K. Glenn
                                      Cynthia A. Montgomery
                                      Charles C. Reilly
                                      Kevin A. Ryan
                                      Roscoe S. Suddarth
                                      Richard R. West
                                      Arthur Zeikel
                                      Edward D. Zinbarg




- ------------------
1    Actions taken by shareholders of the Internet Funds and Global Financial
     in connection with the election of the Board Members of each of those
     Funds will also be taken by each of those Funds as a shareholder of the
     Internet Trust or the Global Financial Trust, respectively, in connection
     with the election of that Trust's Board Members.







                                                                               Principal Occupation During Past
                    Name and Address                 Age                    Five Years and Public Directorships (1)
                    ----------------                 ---                    ---------------------------------------

                                                        
Ronald W. Forbes(1)(2)...........................     59       Professor of Finance, School of Business, State University of
      1400 Washington Avenue                                   New York at Albany, since 1989; Consultant, Urban Institute,
      Albany, New York  12222                                  Washington, D.C. since 1995.

Terry K. Glenn(1) *..............................     59       Executive Vice President of Fund Asset Management, L.P. ("FAM")
      P. O. Box 9011                                           and Merrill Lynch Asset Management, L.P. ("MLAM") (the terms FAM
      Princeton, New Jersey  08543-9011                        and MLAM, as used herein, include their corporate predecessors)
                                                               since 1983; Executive Vice President and Director of Princeton
                                                               Services, Inc. ("Princeton Services")  since 1993; President of
                                                               Princeton Funds Distributor, Inc. ("PFD") since 1986 and
                                                               Director thereof since 1991; President of Princeton
                                                               Administrators, L.P. since 1988.

Cynthia A. Montgomery(1)(2)......................     47       Professor, Harvard Business School since 1989; Associate
      Harvard Business School                                  Professor, J.L. Kellogg Graduate School of Management,
      Soldiers Field Road                                      Northwestern University from 1985 to 1989; Assistant Professor,
      Boston, Massachusetts  02163                             Graduate School of Business Administration, The University of
                                                               Michigan from 1979 to 1985; Director, UNUM Provident since 1990
                                                               and Director, Newell Rubbermaid since 1995.

Charles C. Reilly(1)(2)..........................     68       Self-employed financial consultant since 1990; President and
      9 Hampton Harbor Road                                    Chief Investment Officer of Verus Capital, Inc. from 1979 to
      Hampton Bays, New York  11946                            1990; Senior Vice President of Arnhold and S. Bleichroeder, Inc.
                                                               from 1973 to 1990; Adjunct Professor, Columbia University
                                                               Graduate School of Business from 1990 to 1991; Adjunct
                                                               Professor, Wharton School, The University of Pennsylvania from
                                                               1989 to 1990; Partner, Small Cities Cable Television from 1986
                                                               to 1997.


Kevin A. Ryan(1)(2)..............................     67       Founder and current Director of The Boston University Center for
      127 Commonwealth Avenue                                  the Advancement of Ethics and Character; Professor of Education
      Chestnut Hill,                                           at Boston University since 1982; formerly taught on the
      Massachusetts  02167                                     faculties of The University of Chicago, Stanford University and
                                                               Ohio State University.

Roscoe S. Suddarth(1)(2).........................     65       President, Middle East Institute, since 1995; Foreign Service
      1761 N Street, N.W.                                      Officer, United States Foreign Service, from 1961 to 1995;
      Washington, D.C.  20036                                  Career Minister, from 1989 to 1995; U.S. Ambassador to the
                                                               Hashemite Kingdom of Jordan, from 1987 to 1990; Deputy
                                                               Inspector General, U.S. Department of State, from 1991 to 1994.

Richard R. West(1)(2)............................     62       Professor of Finance since 1984, Dean from 1984 to 1993, and
      Box 604                                                  currently Dean Emeritus of New York University, Leonard N. Stern
      Genoa, Nevada  89411                                     School of Business Administration; Director of Bowne & Co.,
                                                               Inc., Vornado Realty Trust, Inc., Vornado Operating Company and
                                                               Alexander's Inc.

Arthur Zeikel(1) *...............................     67       Chairman of FAM and MLAM from 1997 to 1999; President of FAM and
      300 Woodland Avenue                                      MLAM from 1977 to 1997; Chairman of Princeton Services from 1997
      Westfield, New Jersey  07090                             to 1999, Director thereof from 1993 to 1999 and President from
                                                               1993 to 1997; Executive Vice President of Merrill Lynch & Co.,
                                                               Inc. ("ML & Co.") from 1990 to 1999.

Edward D. Zinbarg(1)(2)..........................     65       Executive Vice President of The Prudential Insurance Company of
      5 Hardwell Road                                          America from 1988 to 1994; former Director of Prudential
      Short Hills, New Jersey  07078-2117                      Reinsurance Company and former Trustee of the Prudential
                                                               Foundation.
- --------------------

(1)  Each of the nominees is a director, trustee or member of an advisory
     board of one or more additional investment companies for which FAM, MLAM
     or their affiliates act as investment adviser. See "Compensation of Board
     Members" in Exhibit A hereto.

(2)  Member of the Audit and Nominating Committee of each Fund on which he or
     she currently serves as a Board Member and will serve on the Audit and
     Nominating of each Fund to which he or she is elected as a Board Member.
     Please see Exhibit A hereto.

*    Interested person, as defined in the Investment Company Act of 1940, as
     amended, of each of the Funds.



     The Board of each Fund knows of no reason why any of the nominees listed
above will be unable to serve, but in the event of any such unavailability,
the proxies received will be voted for such substitute nominee or nominees as
the Board may recommend.

     Committee and Board Meetings. The Board of each Fund has a standing Audit
and Nominating Committee (the "Committee"), which consists of Board Members
who are not "interested persons" of the Fund within the meaning of the
Investment Company Act of 1940, as amended (the "Investment Company Act"). The
principal purpose of the Committee is to review the scope of the annual audit
conducted by the Fund's independent auditors and the evaluation by such
auditors of the accounting procedures followed by the Fund. The Committee also
reviews and nominates candidates to serve as non-interested Board Members. The
Committee generally will not consider nominees recommended by shareholders of
a Fund. The non-interested Board Members have retained independent legal
counsel to assist them in connection with these duties.

     During each Fund's most recently completed fiscal year, each of the Board
Members then in office attended at least 75% of the aggregate of the total
number of meetings of the Board of that Fund held during the fiscal year and,
if a member, of the total number of meetings of the Committee held during the
period for which he or she served. See Exhibit A for further information about
Committee and Board meetings.

     Applicable only to Merrill Lynch Senior Floating Rate Fund, Inc., Merrill
Lynch Senior Floating Rate Fund II, Inc., Merrill Lynch High Income Municipal
Bond Fund, Inc. and Merrill Lynch Municipal Strategy Fund, Inc. (collectively
referred to herein as the "Closed-End Funds") Compliance with Section 16(a) of
the Securities Exchange Act of 1934. Section 16(a) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), requires the officers and Board
Members of each Closed-End Fund and persons who own more than ten percent of a
registered class of the Closed-End Fund's equity securities to file reports of
ownership and changes in ownership on Forms 3, 4 and 5 with the Securities and
Exchange Commission (the "SEC"). Officers, Board Members and greater than ten
percent shareholders are required by SEC regulations to furnish the Closed-End
Fund with copies of all Forms 3, 4 and 5 they file.

     Based solely on each Closed-End Fund's review of the copies of such
forms, and amendments thereto, furnished to it during or with respect to its
most recent fiscal year, and written representations from reporting persons
that they were not required to file Form 5 with respect to the most recent
fiscal year, each Closed-End Fund believes that all of its officers, Board
Members, greater than ten percent beneficial owners and other persons subject
to Section 16 of the Exchange Act because of the requirements of Section 30 of
the Investment Company Act (i.e., any advisory board member, investment
adviser or affiliated person of the Closed-End Fund's Investment Adviser) have
complied with all filing requirements applicable to them with respect to
transactions during the Closed-End Fund's most recent fiscal year, except that
Ronald W. Forbes inadvertently made a late Form 3 filing relating to his
initial statement of beneficial ownership with respect to Merrill Lynch Senior
Floating Rate Fund II, Inc.

     Interested Persons. Each Fund considers Mr. Glenn and Mr. Zeikel to be
"interested persons" of the Fund within the meaning of Section 2(a)(19) of the
Investment Company Act because of the positions each holds or has held with
the Investment Adviser and its affiliates. Mr. Glenn is the President of each
Fund.

     Compensation of Board Members. The Investment Adviser of each Fund pays
all compensation to all officers of each Fund and all Board Members of each
Fund who are affiliated with ML & Co. or its subsidiaries. Each Fund pays each
Board Member not affiliated with the Investment Adviser (each a
"non-affiliated Board Member") an annual fee plus a fee for each meeting
attended, and each Fund also pays each member of its Committee, which consists
of all of the non-affiliated Board Members, an annual fee plus a fee for each
meeting attended, together with such Board Member's out-of-pocket expenses
relating to attendance at such meetings. The Chairman of the Committee of each
Fund receives an additional annual or per meeting fee. Information relating to
the aggregate fees and expenses paid by each Fund to its non-affiliated Board
Members during each Fund's most recently completed fiscal year is set forth in
Exhibit A hereto.

     Officers of the Funds. Information regarding the officers of each Fund is
set forth in Exhibit A to this Combined Proxy Statement. Officers of the Funds
are elected and appointed by the Board and hold office until they resign, are
removed or are otherwise disqualified to serve.

     Stock Ownership. As of the Record Date, the Board Members and officers of
each Fund as a group owned an aggregate of less than 1% of the Common Stock of
each Fund outstanding at such date.

     At such date, Mr. Glenn, President and a Board Member of each Fund, and
Mr. Zeikel, a Board Member of each Fund, and the other officers of each Fund
owned an aggregate of less than 1% of the outstanding shares of common stock
of ML & Co.

     Each Board recommends that its respective shareholders vote FOR the
election of the applicable Board Member nominees.


                   ITEM 2: SELECTION OF INDEPENDENT AUDITORS

     The Board of each Fund, including a majority of the Board Members who are
not interested persons of the Fund, has selected D&T as the Fund's independent
auditors to examine the financial statements of the Fund for the Fund's
current fiscal year as set forth in the following chart. None of the Funds
knows of any direct or indirect financial interest of such auditors in any
Fund. Such appointment is subject to ratification or rejection by the
shareholders of each respective Fund. Unless a contrary specification is made,
the accompanying proxy will be voted in favor of ratifying the selection of
such Fund's auditors.





                             Fund                                         Fiscal Year Ending

                                                                        
Mercury Global Holdings, Inc.                                              November 30, 2000

Mercury Internet Strategies Fund, Inc.+                                    January 31, 2001

Merrill Lynch Americas Income Fund, Inc.                                   December 31, 2000

Merrill Lynch Corporate Bond Fund, Inc.                                   September 30, 2000

Merrill Lynch Developing Capital Markets Fund, Inc.                          June 30, 2001

Merrill Lynch Dragon Fund, Inc.                                            December 31, 2000

Merrill Lynch EuroFund                                                     October 31, 2000

Merrill Lynch Global Allocation Fund, Inc.                                 October 31, 2000

Merrill Lynch Global Bond Fund for Investment and Retirement               December 31, 2000

Merrill Lynch Global Financial Services Fund, Inc.+                       September 30, 2000

Merrill Lynch Global SmallCap Fund, Inc.                                     June 30, 2001

Merrill Lynch Global Technology Fund, Inc.                                  March 31, 2001

Merrill Lynch Global Utility Fund, Inc.                                    November 30, 2000

Merrill Lynch Global Value Fund, Inc.                                      December 31, 2000

Merrill Lynch Healthcare Fund, Inc.                                         April 30, 2001

Merrill Lynch High Income Municipal Bond Fund, Inc.                         August 31, 2000

Merrill Lynch International Equity Fund                                      May 31, 2001

Merrill Lynch Internet Strategies Fund, Inc. +                             January 31, 2001

Merrill Lynch Latin America Fund, Inc.                                     November 30, 2000

Merrill Lynch Municipal Bond Fund, Inc.                                      June 30, 2001

Merrill Lynch Municipal Intermediate Term Fund of Merrill Lynch            October 31, 2000
Municipal Series Trust

Merrill Lynch Municipal Strategy Fund, Inc.                                October 31, 2000

Merrill Lynch Pacific Fund, Inc.                                           December 31, 2000

Merrill Lynch Senior Floating Rate Fund, Inc.                               August 31, 2000

Merrill Lynch Senior Floating Rate Fund II, Inc.                            August 31, 2000

Merrill Lynch Short-Term Global Income Fund, Inc.                          December 31, 2000

Merrill Lynch Strategic Dividend Fund                                        July 31, 2000

Merrill Lynch U.S. High Yield Fund, Inc.                                    March 31, 2001
(formerly Merrill Lynch Corporate High Yield Fund, Inc.)

The Corporate Fund Accumulation Program, Inc.                              December 31, 2000

The Municipal Fund Accumulation Program, Inc.                              December 31, 2000




- ---------------
+    Actions taken by shareholders of the Internet Funds and Global Financial
     in connection with the ratification of the selection of independent
     auditors of each Internet Fund and Global Financial will also be taken by
     each of the Internet Funds and Global Financial as a shareholder of the
     Internet Trust or the Global Financial Trust, respectively, in connection
     with the ratification of the selection of independent auditors of that
     Trust.

     D&T also acts as independent auditors for ML & Co. and most of its
subsidiaries, including MLAM and FAM, and for most other investment companies
for which MLAM and FAM act as investment adviser. The fees received by D&T
from these other entities are substantially greater, in the aggregate, than
the total fees received by them from each applicable Fund. The Board of each
Fund considered the fact that D&T has been retained as the independent
auditors for ML & Co. and the other entities described above in its evaluation
of the independence of D&T with respect to each applicable Fund.

     Representatives of D&T are expected to be present at the Meetings and
will have the opportunity to make a statement if they so desire and to respond
to questions from shareholders.

     Each Board recommends that its respective shareholders vote FOR the
ratification of the selection of D&T as independent auditors for that Fund.






ITEM 3: APPROVAL OR DISAPPROVAL OF CHARTER AMENDMENT TO PERMIT REORGANIZATION
        INTO A MASTER/FEEDER STRUCTURE

     The Board proposes to amend the charter of each Fund other than the
Internet Funds and Global Financial to add a provision that would give the
Board the express power to transfer in the ordinary course of business and
upon the affirmative vote of the majority of the entire Board, all or
substantially all of the assets of a Fund to another entity known in the
investment company industry as a master fund in a "master/feeder" structure.
By voting in favor of this provision, shareholders are authorizing the Board
to convert a Fund to a "master/feeder" structure if the Board believes the
structure is in the best interests of the Fund and its shareholders. Copies of
the forms of charter amendment for the applicable Funds are attached to this
Combined Proxy Statement as Exhibit B.

     Generally, the transfer of all or substantially all of the assets of a
Maryland corporation requires the approval of shareholders. Maryland law
permits the transfer of all or substantially all of the assets of a
corporation to a wholly-owned subsidiary without the approval of the
corporation's shareholders. In certain circumstances, however, the Investment
Adviser may propose a master/feeder structure for Funds organized as Maryland
corporations where the master fund would not be a wholly-owned subsidiary of
such Fund immediately after the transfer of the Fund's assets to the master
fund. Therefore, the Funds organized as Maryland corporations are seeking
shareholder approval of a charter amendment that would permit such a transfer
of assets to a master fund in exchange for shares or other beneficial
interests even if such master fund is not a wholly-owned subsidiary of such
Fund and would clarify the manner in which such Funds will operate in a
master/feeder structure.

     The charters governing the Funds that are Massachusetts business trusts
generally require shareholder approval before a Fund transfers its assets to a
master fund in order to convert to a master/feeder arrangement. Accordingly,
the Funds that are organized as Massachusetts business trusts are seeking
shareholder approval of a charter amendment that would permit such a transfer
of assets to a master fund in exchange for shares or other beneficial
interests and would clarify the manner in which such Funds will operate in a
master/feeder structure.

     In a master/feeder structure, a fund (the "Feeder Fund") sells its shares
to public investors under the terms of its prospectus. Instead of investing
the money it obtains from such sales directly in securities and other
investments, however, it invests all of those assets in another fund (the
"Master Fund") with substantially the same investment objectives and policies
in return for shares in that Master Fund. The Master Fund then invests the
assets in a portfolio of securities and other investments. Because the
shareholders of the Feeder Fund own an indirect interest in the Master Fund,
their investment has the same performance as the Master Fund's portfolio.
Since any number of Feeder Funds can invest their assets in a single Master
Fund, a master/feeder structure permits greater pooling of assets than does a
stand alone fund. This ability to pool assets may, in turn, allow the Master
Fund to achieve increased economies of scale and efficiencies in portfolio
management. The master/feeder structure may also permit greater investor
access to a single Master Fund portfolio, since any number of separate Feeder
Funds with separate identities, management, fee structures and/or distribution
channels can all invest in the same Master Fund. An existing fund could
convert to a Feeder Fund by (i) selling all of its investments and then
purchasing shares of a Master Fund, an approach that involves brokerage and
other transaction costs and the realization of taxable gain or loss, or (ii)
by contributing its assets to the Master Fund in return for an interest
therein and avoiding transaction costs and, if proper procedures are followed,
avoiding the realization of taxable gain or loss.

     The Investment Adviser believes that, generally, the larger the pool of
assets, the more efficiently and cost-effectively it can be managed. Because a
Master Fund pools the assets of multiple Feeder Funds, it provides an
effective means of creating larger asset pools. Whether the Board of a
particular Fund exercises its discretionary authority to convert the Fund to a
master/feeder structure would depend upon the existence of appropriate
opportunities to pool the Fund's assets with those of other Feeder Funds. It
is currently anticipated that Merrill Lynch Senior Floating Rate Fund II, Inc.
("Senior Floating Rate II"), Merrill Lynch Strategic Dividend Fund ("Strategic
Dividend") and Merrill Lynch U.S. High Yield Fund, Inc. (formerly Merrill
Lynch Corporate High Yield Fund, Inc.) ("U.S. High Yield") will be converted
to a master/feeder structure as soon as practicable after shareholders approve
the charter amendment. There are no current plans to effect such a conversion
for any other Funds. As discussed above, the primary motivation for
considering a master/feeder structure would be to seek to achieve possible
economies of scale and efficiencies in portfolio management, while preserving
separate identities, management and distribution channels at the Feeder Fund
level. The Board's decision to convert a Fund into a Feeder Fund would be
based upon the Board's determination that it would be in the best interests of
both the Fund and its shareholders.

     If a Fund converts to a master/feeder fund structure, whenever the Master
Fund holds a vote of its Feeder Funds, the Fund will either pass the vote
through to its own shareholders or vote the shares of the Master Fund held by
it in the same proportion as the votes of all other Feeder Funds. If some of
the Feeder Funds are larger than the Fund, these other Feeder Funds would have
more voting power than the Fund over the operations of the Master Fund.

     The Board of each Fund that is eligible to vote on Item 3 recommends that
the respective shareholders of each such Fund vote for the proposal to approve
the charter amendment to permit the reorganization of each such Fund into a
master/feeder structure.

ITEM 4: APPROVAL OR DISAPPROVAL OF THE PROPOSED INVESTMENT ADVISORY,
        ADMINISTRATION AND SUB-ADVISORY AGREEMENTS

     Only shareholders of Strategic Dividend, U.S. High Yield Fund, and Senior
Floating Rate Fund II may vote with respect to this Item 4. Strategic
Dividend, U.S. High Yield and Senior Floating Rate II are individually
referred to in this Item 4 as a "Voting Fund" and collectively referred to in
this Item 4 as the "Voting Funds," as the context requires.

     In anticipation of the above-referenced master/feeder reorganization of
each Voting Fund and in order to ensure the continuity of the investment
advisory, administrative and sub-advisory services provided to each Voting
Fund and to each Master Fund under such an arrangement, shareholders of each
Voting Fund are being asked to consider approval or disapproval of the
proposed agreements applicable to that Voting Fund as described below.
Shareholders of a Voting Fund may only vote on the proposed agreements
applicable to that Voting Fund as a group and not on each proposed agreement
individually.

     The aggregate annual rate of compensation payable under the current
agreements will remain the same under the proposed agreements. See
"Compensation and Expenses" below. The services to be provided to the Voting
Funds and the Master Funds under the proposed agreements will be identical to
the services provided to the Voting Funds under the current agreements. See
"Summary of Current Investment Advisory, Administration and Sub-Advisory
Agreements and Proposed Investment Advisory, Administration and Sub-Advisory
Agreements" below.

Summary of Current Investment Advisory, Administration and Sub-Advisory
Agreements and Proposed Investment Advisory, Administration and Sub-Advisory
Agreements

     MLAM is the investment adviser to Senior Floating Rate II and Strategic
Dividend while FAM is the investment adviser to U.S. High Yield. Pursuant to
separate investment advisory agreements between MLAM and Senior Floating Rate
II and MLAM and Strategic Dividend, MLAM provides investment advisory services
to Senior Floating Rate II and investment advisory and administrative services
to Strategic Dividend. MLAM, an affiliate of FAM, provides administrative
services to Senior Floating Rate II under a separate administration agreement
between MLAM and Senior Floating Rate II. Pursuant to an investment advisory
agreement between FAM and U.S. High Yield, FAM provides investment advisory
and administrative services to U.S. High Yield. MLAM has entered into separate
sub-advisory agreements with Merrill Lynch Asset Management U.K. Ltd. ("MLAM
UK") with respect to Senior Floating Rate II and Strategic Dividend. FAM, an
affiliate of MLAM, has entered into a sub-advisory agreement with MLAM UK with
respect to U.S. High Yield. FAM, MLAM and MLAM U.K. are collectively referred
to in this Item 4 as the "Advisers."

     The current investment advisory agreements are collectively referred to
in this Item 4 as the "Current Investment Advisory Agreements." The
administration agreement between Senior Floating Rate II and MLAM is referred
to in this Item 4 as the "Senior Floating Rate II Administration Agreement."
The current sub-advisory agreements are collectively referred to in this Item
4 as the "Current Sub-Advisory Agreements." The Current Investment Advisory
Agreements, the Senior Floating Rate II Administration Agreement and the
Current Sub-Advisory Agreements are collectively referred to in this Item 4 as
the "Current Agreements." Certain information relating to the Current
Agreements is set forth below.




- ----------------------------------------------------------------------------------------------------------------------------------
                                                                                                             Description of Board
                                            Date Current Investment                                          Action Taken with
                                            Advisory Agreement Was                                           Respect to Current
                                            Last Submitted to                           Date of Senior       Investment Advisory
                      Date of Current       Shareholder Vote and      Date of Current   Floating Rate II     Agreement During
                      Investment Advisory   Purpose of Such           Sub-Advisory      Administration       the Preceding Fiscal
Voting Fund           Agreement             Submission                Agreement         Agreement            Year
                                                                                                             

                                                                            
                                            March 26, 1999
Senior Floating       March 22, 1999        (Initial Approval)        March 22, 1999    March 22, 1999       N/A
Rate II

Strategic Dividend                                                                      N/A                  Annual Renewal

U.S. High Yield                                                                         N/A
- ----------------------------------------------------------------------------------------------------------------------------------


     If the shareholders of a Voting Fund approve the amendment to its charter
described in Item 3 to this Combined Proxy Statement, it is expected that such
Voting Fund will transfer all of its assets to a corresponding Master Fund in
exchange for shares of that Master Fund. Simultaneously with these transfers,
each Master Fund will enter into a separate investment advisory agreement with
FAM (each a "Proposed Investment Advisory Agreement" and collectively, the
"Proposed Advisory Agreements") and that each Voting Fund will enter into a
separate administration agreement with FAM (each a "Proposed Administration
Agreement" and collectively, the "Proposed Administration Agreements").
Pursuant to the Proposed Investment Advisory Agreements, FAM will provide
investment advisory and administrative services to each Master Fund. Pursuant
to the Proposed Administration Agreements, FAM will provide administrative
services or arrange for the provision of such services to each Voting Fund. At
the same time, FAM, as investment adviser to each Master Fund, will enter into
separate sub-advisory agreements (each a "Proposed Sub-Advisory Agreement" and
collectively, the "Proposed Sub-Advisory Agreements") with MLAM U.K. with
respect to each Master Fund. MLAM U.K. will provide sub-advisory services to
FAM with respect to each Master Fund pursuant to these agreements. The
Proposed Investment Advisory Agreements, the Proposed Administration
Agreements and the Proposed Sub-Advisory Agreements are collectively referred
to in this Item 4 as the "Proposed Agreements."

     The only material differences between the Proposed Agreements and the
Current Agreements are: (i) the assets to be managed and administered will be
held by each Master Fund rather than by each Voting Fund, (ii) with respect to
Senior Floating Rate II, (a) instead of MLAM providing investment advisory
services to this Voting Fund, FAM will provide investment advisory and
administrative services to the applicable Master Fund pursuant to a separate
investment advisory agreement, and (b) instead of MLAM providing
administrative services to Senior Floating Rate II, FAM will provide
administrative services to Senior Floating Rate II pursuant to a separate
administration agreement, (iii) with respect to Strategic Dividend, instead of
MLAM providing investment advisory and administrative services to this Voting
Fund pursuant to an investment advisory agreement, FAM will: (a) provide
investment advisory and administrative services to the applicable Master Fund
pursuant to a separate investment advisory agreement and (b) provide
administrative services to Strategic Dividend pursuant to a separate
administration agreement and (iv) with respect to U.S. High Yield, instead of
FAM providing investment advisory and administrative services to this Voting
Fund pursuant to an investment advisory agreement, FAM will: (a) provide
investment advisory and administrative services to the applicable Master Fund
pursuant to a separate investment advisory agreement and (b) provide
administrative services to U.S. High Yield pursuant to a separate
administration agreement.

     The services to be provided by FAM and MLAM U.K. to the Voting Funds and
the Master Funds under the Proposed Agreements will be identical to the
services provided by the Advisers to the Voting Funds under the Current
Agreements. As described below, the aggregate annual rate of compensation to
be paid under the Proposed Agreements is the same as the aggregate annual rate
of compensation payable under the Current Agreements.

     Except for FAM (instead of MLAM) serving as the investment adviser to the
Master Funds in which Senior Floating Rate II and Strategic Dividend will
invest all of their respective net assets and as the administrator of Senior
Floating Rate II and Strategic Dividend, the investment adviser, the
sub-adviser, the administrator and the advisory personnel for each Master Fund
under the master/feeder structure will remain the same. FAM and MLAM have
common officers and employees and are both owned and controlled by the same
entities. FAM has advised the Board of Senior Floating Rate II and Strategic
Dividend that the change in the investment adviser will not result in
different portfolio management or day-to-day operations for the Master Funds
in which Senior Floating Rate II and Strategic Dividend will invest all of
their respective net assets.

Terms of the Proposed Agreements

     Copies of the forms of Proposed Investment Advisory Agreement, Proposed
Administration Agreement and Proposed Sub-Advisory Agreement relating to each
Voting Fund and each Master Fund are attached hereto as Exhibit C (Strategic
Dividend), Exhibit D (U.S. High Yield) and Exhibit E (Senior Floating Rate
II). Set forth below is a description of the services to be provided under
those agreements along with certain other information relating to those
agreements.

     Description of Services to be Provided under the Proposed Agreements.
Under the Proposed Investment Advisory Agreements, FAM will provide investment
research and investment advice to the Master Funds. Subject to certain
restrictions, FAM will determine whether to purchase, sell or exchange
portfolio securities and will fix the relative asset allocations for each
Master Fund. FAM also will perform certain management and administrative
services necessary for the operation of the Master Funds. Pursuant to the
Proposed Sub-Advisory Agreements, MLAM U.K. will act as investment adviser to
FAM and may perform some of the above-described investment advisory services.
Under the Proposed Administration Agreements, FAM will perform administrative
services necessary for the operation of the Voting Funds, including (i)
preparing and filing reports and other documents required by federal, state
and other applicable laws and regulations, (ii) preparing proxy materials, and
(iii) overseeing the performance of administrative and professional services
rendered to the Voting Funds by their respective service providers.

     Duration and Termination of the Proposed Agreements. If a Voting Fund's
shareholders approve the applicable Proposed Agreements at its Meeting, such
Proposed Agreements will commence on the date that a Voting Fund transfers its
assets to the corresponding Master Fund. Unless earlier terminated as
described below, such Proposed Agreements will remain in effect for a period
of two years from that date and thereafter will continue in effect from year
to year if approved annually (a) by a majority of the Board Members or by a
majority of the outstanding shares of a Voting Fund or a Master Fund, as
applicable, and (b) by a majority of the Board Members who are not parties to
such contract or interested persons (as defined in the Investment Company Act)
of any such party. Such contracts are not assignable and may be terminated
without penalty on 60 days' written notice at the option of either party or by
vote of the shareholders of a Master Fund or a Voting Fund, as applicable.

Compensation and Expenses

     As stated above, the aggregate annual rate of compensation payable under
the Current Agreements is the same as the aggregate annual rate of
compensation to be paid under the Proposed Agreements. In the event FAM seeks
to increase the aggregate annual rate of compensation to be paid under the
Proposed Agreements in the future, the Board of the affected Master Fund and
the affected Voting Fund and the shareholders of the affected Master Fund and
the affected Voting Fund must approve such increases.

     Under the Current Investment Advisory Agreement applicable to Senior
Floating Rate II, MLAM receives a monthly fee for the provision of investment
advisory services at the annual rate of 0.95% of the average daily net assets
of Senior Floating Rate II. As compensation for MLAM's administrative services
to Senior Floating Rate II under the Senior Floating Rate II Administration
Agreement, MLAM receives a monthly fee at an annual rate of 0.40% of the
average daily net assets of that Fund. The combined investment advisory and
administration fees for Senior Floating Rate II are greater than those paid by
most funds, but are comparable to those paid by other continuously offered
closed-end funds investing primarily in corporate loans. Under the Current
Investment Advisory Agreement applicable to Strategic Dividend, MLAM receives
a monthly fee for the provision of investment advisory and administrative
services at the annual rate of 0.60% of the average daily net assets of
Strategic Dividend. As compensation for FAM's investment advisory and
administrative services to U.S. High Yield under the Current Investment
Advisory Agreement applicable to that Fund, MLAM receives a monthly fee at the
annual rate of 0.60% of the average daily net assets of U.S. High Yield.

     Pursuant to the Proposed Investment Advisory Agreements, FAM will receive
a monthly fee for the provision of investment advisory and administrative
services to the Master Funds that hold the assets of Senior Floating Rate II,
Strategic Dividend and U.S. High Yield at an annual rate of 0.95%, 0.35% and
0.35% of the average daily net assets of the Master Funds that hold the assets
of Senior Floating Rate II, Strategic Dividend and U.S. High Yield,
respectively. As compensation for FAM's administrative services to Senior
Floating Rate II, Strategic Dividend and U.S. High Yield under the Proposed
Administration Agreements, FAM will receive a monthly fee for administrative
services at an annual rate of 0.40%, 0.25% and 0.25% of the average daily net
assets of Senior Floating Rate II, Strategic Dividend and U.S. High Yield,
respectively. Under the Proposed Sub-Advisory Agreements, FAM will pay MLAM
U.K. a fee for providing investment advisory services to FAM with respect to
the applicable Voting Fund in an amount to be determined from time to time by
FAM and MLAM U.K. Such fees will not exceed the amount that FAM actually
receives for providing services to the applicable Master Fund under the
applicable Proposed Investment Advisory Agreement.

     Certain information relating to the investment advisory fees,
administration fees and sub-advisory fees payable by the Voting Funds under
the Current Agreements and the proposed investment advisory fees,
administration fees and sub-advisory fees to be paid by the Voting Funds and
the Master Funds, as applicable, under the Proposed Agreements is set forth
below.








                                                      Current Fees(+)
- ------------------------------------------------------------------------------------------------------------------------------
                 Investment                                                                                Total Investment
                 Advisory Fee                                                                              Advisory and
                 as a                                                                                      Administration Fee
                 Percentage of    Aggregate Amount of     Administration Fee as a                          as a Percentage of
                 Average Daily    Investment Advisory     Percentage of Average     Aggregate Amount of    Average Daily Net
  Voting Fund    Net Assets       Fee                     Daily Net Assets          Administration Fee     Assets
- ------------------------------------------------------------------------------------------------------------------------------
                                                                                                   
Senior           0.95%                  $ 625,622#                 0.40%                  $263,423#               1.35%
Floating Rate
II

Strategic
Dividend         0.60%                 $1,287,539##                 N/A                      N/A                  0.60%

U.S High Yield   0.60%                $4,316,385###                 N/A                      N/A                  0.60%





                                                   Proposed Fees
- -------------------------------------------------------------------------------------------------
                                                                               Total Investment
                                                                                 Advisory and
                      Investment Advisory                                     Administration Fee
                      Fee as a Percentage     Administration Fee as a         as a Percentage of
                       of Average Daily        Percentage of Average           Average Daily Net
                          Net Assets              Daily Net Assets                  Assets
- -----------------------------------------------------------------------       -------------------
                                                                           
Senior                        0.95%                    0.40%                        1.35%
Floating Rate
II

Strategic
Dividend                      0.35%                    0.25%                        0.60%

U.S High Yield                0.35%                    0.25%                        0.60%




- -------------------
#    For the fiscal period March 26, 1999 (commencement of operations) to
     August 31, 1999. MLAM voluntarily waived $600,717 of the aggregate
     investment advisory fee. MLAM also voluntarily reimbursed Senior Floating
     Rate II for additional expenses of $201,640.

##   For the fiscal year ended July 31, 1999.

###  For the fiscal year ended March 31, 2000.

(+)  None of the Voting Funds paid any fees to MLAM U.K. under the Current
     Sub-Advisory Agreements for the fiscal period March 26, 1999 to August
     31, 1999 (Senior Floating Rate II), the fiscal year ended July 31, 1999
     (Strategic Dividend) and the fiscal year ended March 31, 2000 (U.S. High
     Yield).




The Boards' Considerations

     In their consideration of the Proposed Agreements, the Boards received
information relating to, among other things, alternatives to the present
agreements and the nature, quality and extent of the advisory and other
services to be provided to the Master Funds by FAM and MLAM U.K. The
non-interested Board Members also considered the quality of the personnel
providing investment advisory services to the Voting Funds, representations
made by FAM, MLAM and MLAM U.K. that there will be no material adverse change in
the services provided to the Voting Funds and the Master Funds after the
restructuring of each Voting Fund into a "master/feeder" structure, the
relative profitability of the present agreements to the Investment Adviser and
MLAM U.K., and information about the services to be performed and the personnel
who will perform such services under the Proposed Agreements. The non-
interested Board Members were advised by their own counsel in connection with
their review of the Proposed Agreements.

Payments to Affiliates of FAM and MLAM by the Voting Funds

     The Investment Adviser provides accounting services to each Voting Fund
at its cost and each Voting Fund reimburses the Investment Adviser for these
accounting services. After approval of the Proposed Agreements, FAM will
provide or arrange for the provision of these services to each Master Fund and
to each Voting Fund. Information relating to the amounts paid to the
Investment Adviser by each Voting Fund for accounting services is set forth
below for its most recently completed fiscal period.




                                                                          Amount Paid to the Investment Adviser
    Voting Fund                        For the Fiscal Period                   for Accounting Services
                                                                               
Senior Floating Rate II            March 26, 1999 to August 31, 1999                 $  28,048

Strategic Dividend                 August 1, 1998 to July 31, 1999                   $  65,898

U.S. High Yield                    April 1, 1999 to March 31, 2000                    $209,423



     Financial Data Services, Inc. ("FDS"), an affiliate of FAM and MLAM, acts
as the transfer agent for each Voting Fund pursuant to separate Transfer
Agency, Dividend Disbursing Agency and Shareholder Servicing Agency Agreements
(the "Transfer Agency Agreements"). Pursuant to the Transfer Agency
Agreements, FDS is responsible for the issuance, transfer and redemption of
shares and the opening and maintenance of shareholder accounts. After the
approval of the Proposed Agreements, FDS will provide or arrange for the
provision of these services to each Voting Fund. Information relating to the
transfer agency fees paid by each Voting Fund is set forth below for its most
recently completed fiscal period.




                                                                                Amount Paid to FDS for
    Voting Fund                        For the Fiscal Period                    Transfer Agency Services

                                                                                 
Senior Floating Rate II            March 26, 1999 to August 31, 1999                   $ 21,329

Strategic Dividend                 August 1, 1998 to July 31, 1999                     $277,177

U.S. High Yield                    April 1, 1999 to March 31, 2000                     $495,201



     Strategic Dividend and U.S. High Yield have adopted separate distribution
plans for their Class B, Class C and Class D shares pursuant to Rule 12b-1
under the Investment Company Act (each a "Distribution Plan"). The
Distribution Plans provide for the payment of account maintenance fees and
distribution fees by Strategic Dividend and U.S. High Yield to Merrill Lynch
Funds Distributor, a division of Princeton Funds Distributor, Inc. (the
"Distributor"), to compensate the Distributor and Merrill Lynch, Pierce,
Fenner & Smith Incorporated ("MLPF&S") (pursuant to separate sub-agreements)
for the performance of certain account maintenance, shareholder and
distribution services. After approval of the Proposed Agreements, the
Distributor and MLPF&S will continue to provide the above described services
to Strategic Dividend and U.S. High Yield. Information relating to the fees
paid to the Distributor and MLPF&S by Strategic Dividend and U.S. High Yield
pursuant to the Distribution Plans is set forth below for the most recently
completed fiscal year of Strategic Dividend and U.S. High Yield, respectively.







                                                                    Amount Paid to        Amount Paid by Distributor
                                                                   Distributor Under         to MLPF&S Pursuant
    Voting Fund                  For the Fiscal Year              Distribution Plans        to Distribution Plans
                                                                                        
Strategic Dividend            August 1, 1998 to July 31, 1999          $1,087,887                 $1,087,887

U.S. High Yield               April 1, 1999 to March 31, 2000          $5,007,524                 $5,007,524



     Shareholders of Strategic Dividend and U.S. High Yield pay sales charges
to the Distributor pursuant to an initial sales charge arrangement or a
deferred sales charge arrangement. Shareholders of Senior Floating Rate II pay
sales charges to the Distributor pursuant to a deferred sales charge
arrangement. These sales charges provide for the financing of the distribution
of the shares of each Voting Fund by the Distributor and MLPF&S, as a selected
dealer. After approval of the Proposed Agreements, the Distributor and MLPF&S
will continue to provide these distribution services to each Voting Fund.
Information relating to the sales charges paid by shareholders of each Voting
Fund to the Distributor and the amounts paid by the Distributor to MLPF&S
pursuant to the initial sales charge arrangements and the deferred sales
charge arrangements is set forth below for the most recently completed fiscal
period of each Voting Fund.






                                            Aggregate       Amount of                                                Amount of
                                            Amount of       Initial Sales                         Amount of          Deferred Sales
                                            Initial Sales   Charges         Amount of Initial     Deferred sales     Charge Paid by
                      For the               Charges         Retained By     Sales Charges Paid    Charges Received   Distributor
    Voting Fund       Fiscal Period         Collected       Distributor     to MLPF&S             By Distributor     to MLPF&S
                                                                                                      
Senior Floating       March 26, 1999 to
Rate II               August 31, 1999       N/A*            N/A*             N/A*                 $30,210**              None

                      August 1, 1998
                      to
Strategic Dividend    July 31, 1999         $23,109         $1,568           $21,541              $111,920              $111,920

                      April 1, 1999 to
U.S. High Yield       March 31, 2000        $148,143        $15,724          $132,419             $2,120,005            $2,120,005



- ------------
*    With respect to Senior Floating Rate II, the Distributor compensates
     MLPF&S or other selected dealers at a rate of 1.00% of amounts purchased.
     In addition, the Distributor compensates MLPF&S or such dealers quarterly
     at an annual rate equal to 0.75% of the value of shares of Senior
     Floating Rate II that remain outstanding after one year from the date of
     their original purchase sold by MLPF&S or such dealers. The foregoing
     payments made by the Distributor are made from its own assets or the
     assets of an affiliate and are not an expense that is borne by Senior
     Floating Rate II. For the fiscal period March 26, 1999 (commencement of
     operations) to August 31, 1999, the Distributor paid $1,565,514 to MLPF&S
     pursuant to the above described payment arrangements.

**   With respect to Senior Floating Rate II, an early withdrawal charge of
     1.00% to recover distribution expenses incurred by the Distributor is
     charged against a shareholder's investment account and paid to the
     Distributor in connection with most Common Stock held for less than one
     year that are repurchased pursuant to a tender offer. The early
     withdrawal charge is imposed on those shares accepted for tender based on
     an amount equal to the lesser of the then current net asset value or the
     cost of the shares.


     MLPF&S is an affiliated person, as defined in the Investment Company Act,
of FAM and MLAM because MLPF&S, FAM and MLAM are under the common control of
ML & Co. Information relating to the brokerage commissions paid by each Voting
Fund, including commissions paid to MLPF&S, is set forth in the following
table for the most recently completed fiscal period of each Voting Fund.





                                                                                                           Percentage of Aggregate
                              For the                     Aggregate Brokerage     Brokerage Commissions    Brokerage Commissions
Voting Fund                   Fiscal Period               Commissions Paid        Paid to MLPF&S           Paid to MLPF&S

                                                                                              
Senior Floating Rate II       March 26, 1999 to August
                              31, 1999                    None                    None                     0.00%

Strategic Dividend            August 1, 1998 to
                              July 31, 1999               $114,279                $22,980                  20.11%

U.S. High Yield               April 1, 1999 to March
                              31, 2000                    $5,938                  $5,938                   100.00%



Information Relating to FAM, MLAM and MLAM U.K.

     FAM and MLAM are each organized as limited partnerships. The general
partner of each of FAM and MLAM is Princeton Services, Inc. ("Princeton
Services"). The limited partner of each of FAM and MLAM is ML & Co. Princeton
Services is a wholly-owned subsidiary of Merrill Lynch Group, Inc. ("Merrill
Lynch Group"). Merrill Lynch Group is a wholly-owned subsidiary of ML & Co. ML
& Co. and Princeton Services control FAM and MLAM through their ownership of
the voting securities of FAM and MLAM and their power to exercise a
controlling influence over the management and policies of FAM and MLAM.

     MLAM U.K., a corporation organized under the laws of the United Kingdom,
is an affiliate of FAM and MLAM. MLAM U.K. is a wholly-owned subsidiary of
Merrill Lynch Europe Limited ("Merrill Lynch Europe"). Merrill Lynch Europe is
a wholly-owned subsidiary of Merrill Lynch International Holdings, Inc.
("Merrill Lynch International Holdings"). Merrill Lynch International Holdings
is a wholly-owned subsidiary of Merrill Lynch International Incorporated
("Merrill Lynch International"). Merrill Lynch International is a wholly-owned
subsidiary of ML & Co. Merrill Lynch Europe, Merrill Lynch International
Holdings, Merrill Lynch International and ML & Co. control MLAM U.K. through
their power to exercise a controlling influence over the management and
policies of MLAM U.K.

     Jeffrey M. Peek is the President of FAM and MLAM. Mr. Peek also serves as
President and Director of Princeton Services and Executive Vice President of
ML & Co. The address of Mr. Peek, FAM, MLAM and Princeton Services is P.O. Box
9011, Princeton, New Jersey 08543-9011. The address of ML & Co. and Merrill
Lynch Group is 4 World Financial Center, New York, New York 10080.

     Terry K. Glenn is the Chairman and a Director of MLAM U.K. Mr. Glenn also
serves as Executive Vice President of FAM and MLAM, Executive Vice President
and Director of Princeton Services, President and Director of Princeton Funds
Distributor, Inc. and President of Princeton Administrators, L.P. Nicholas
C.D. Hall is a Director of MLAM U.K. Mr. Hall also serves as a Director of
Mercury Asset Management and the Institutional Liquidity Fund plc and as
General Counsel for Merrill Lynch Mercury Asset Management. James T. Stratford
serves as an Alternate Director of MLAM U.K. Mr. Stratford also serves as a
Director of Mercury Asset Management Group Ltd. and as Head of Compliance of
Merrill Lynch Mercury Asset Management. Carol Ann Langham serves as an
Alternate Director and Company Secretary for MLAM U.K. The address of MLAM
U.K., Messrs. Hall and Stratford and Ms. Langham is 33 King William Street,
London EC4R 9AS, England. The address of Mr. Glenn is P.O. Box 9011,
Princeton, New Jersey 08543-9011.

     The name of each officer or director of the Voting Funds who is an
officer, employee or director of FAM or MLAM or a former officer, employee or
director of FAM or MLAM is set forth in Exhibit A to this Combined Proxy
Statement.

Information Relating to Similar Funds

     FAM and MLAM are the investment advisers for other investment companies
with investment objectives that are similar to certain of the Voting Funds
(collectively, the "Similar Funds"). The following table provides certain
information relating to each Similar Fund for its most recently completed
fiscal period.




                                                                                             Annual Rate of
                                                                                             Investment
                                                                Net Assets as                Advisory or           Administration
          Voting Fund                     Similar Fund          of March 31, 2000            Management Fee        Fee

                                                                                                       
                                  Merrill Lynch Senior
Senior Floating Rate II           Floating Rate Fund, Inc.      $2,794,548,346               0.95% (a)              0.25%(a)

                                  Merrill Lynch Disciplined
Strategic Dividend                Equity Fund, Inc.             $83,785,380                  0.65% (a)              N/A

                                  Corporate High Yield Fund,
U.S. High Yield                   Inc.                          $265,846,186                 0.50% (b)              N/A
                                  Corporate High Yield Fund
U.S. High Yield                   II, Inc.                      $94,094,027                  0.50% (b)              N/A
                                  Corporate High Yield Fund
U.S. High Yield                   III, Inc.                     $403,160,614                 0.60% (b)              N/A

U.S. High Yield                   Debt Strategies Fund, Inc.    $218,455,403                 0.60% (b)              N/A

                                  Debt Strategies Fund II,
U.S. High Yield                   Inc.                          $525,531,532                 0.60% (b)              N/A

                                  Debt Strategies Fund III,
U.S. High Yield                   Inc.                          $100,343,571                 0.60% (b)              N/A

                                  High Income Portfolio of
                                  Merrill Lynch Corporate
U.S. High Yield                   Bond Fund, Inc.               $3,969,799,236               0.41% (c)              N/A




(a)  These Similar Funds pay a monthly fee at the applicable listed annual
     rate based on their respective average daily net assets.

(b)  These Similar Funds pay a monthly fee at the applicable listed annual
     rate based on their respective average weekly net assets plus the
     proceeds of any outstanding borrowings used for leverage.

(c)  Merrill Lynch Corporate Bond Fund, Inc. ("Corporate Bond") is made up of
     three Portfolios--the High Income Portfolio, the Investment Grade
     Portfolio and the Intermediate Term Portfolio. Corporate Bond pays a
     monthly fee at annual rates that decrease as the total assets of
     Corporate Bond's three Portfolios increase above certain levels. The fee
     rates are applied to the average daily net assets of each Portfolio, with
     the reduced rates applicable to portions of the assets of each Portfolio
     to the extent that the aggregate of the average daily net assets of the
     three combined Portfolios exceeds $250 million, $500 million and $750
     million. These annual fee rates range from 0.55% to 0.40% for the High
     Income Portfolio.

     The Boards of Senior Floating Rate II, Strategic Dividend and U.S. High
Yield recommend that the respective shareholders of those Funds vote FOR the
proposal to approve the proposed investment advisory, administration and
sub-advisory agreements.



     Items 5 through 9 are for the consideration only by the shareholders of
the Fund or Funds named in the specific proposal.

                  ITEM 5: PROPOSAL TO CLARIFY THE INVESTMENT
                   STRATEGY OF MERRILL LYNCH SENIOR FLOATING
                   RATE FUND, INC. AND MERRILL LYNCH SENIOR
                    FLOATING RATE FUND II, INC. CONCERNING
                    INVESTMENT IN DISCOUNT CORPORATE LOANS

     The Board of each of Merrill Lynch Senior Floating Rate Fund, Inc.
("Senior Floating Rate" and, together with Senior Floating Rate II, the
"Senior Floating Rate Funds") and Senior Floating Rate II recommends that
their respective shareholders approve a clarification in the investment
strategy of the applicable Senior Floating Rate Fund regarding its ability to
purchase senior collateralized corporate loans in the secondary market for such
loans at discounts to their par value, as set forth below.

     Corporate loans generally trade in the secondary market at prices that
fall within a narrow trading range around the principal amount, or "par
value," of the loan. Each Senior Floating Rate Fund participates in this
secondary market. On occasion, however, certain corporate loans may trade in
the secondary market at more significant discounts to par value (such
loans are referred to herein as "discount loans"). There are many factors that
influence the market value of such loans, including technical factors relating
to the operation of the market, supply and demand conditions in the market,
market perceptions about the credit quality or financial condition of the
borrower or more general market perceptions about the industry in which the
borrower operates.

     The Investment Adviser of each Senior Floating Rate Fund believes that
the ability to purchase discount loans will provide that Senior Floating Rate
Fund with greater flexibility in seeking to enhance the overall yield of that
Fund's portfolio. In addition, while a Senior Floating Rate Fund will not
purchase discount loans for the primary purpose of capital appreciation, one
of the consequences to the Fund of purchasing a discount loan is the potential
realization of any incremental capital gain following either a sale of the
discount loan in the secondary market or the repayment in full of the discount
loan at maturity. Of course, no assurance can be given that a discount loan
will appreciate after purchase by a Senior Floating Rate Fund and, as is the
case with any corporate loan, the value of the discount loan may decline due
to market conditions or a subsequent deterioration in the financial condition
of the borrower.

     If shareholders of a Senior Floating Rate Fund approve the clarification
of its investment strategy, that Senior Floating Rate Fund may invest in a
discount loan only if such loan meets the quality requirements that apply
generally to all investments made by that Senior Floating Rate Fund.
Consequently, a Senior Floating Rate Fund will not purchase a discount loan
unless, at the time of investment, in the Investment Adviser's judgment, (a) the
Borrower can repay principal interest on such loan when due, (b) the loan is
secured by collateral that the Investment Adviser believes to have a market
value that equals or exceeds the full principal amount of the loan, (c) the
loan is senior in the capital structure of the borrower and (d) the loan
otherwise meets the credit standards established by the Investment Adviser.

         The investment objective of each Senior Floating Rate Fund is to seek
as high a level of current income and such preservation of capital as is
consistent with investment in senior collateralized corporate loans (primarily
in the form of participation interests) made by banks and other financial
institutions. While the Investment Adviser believes that the purchase of
discount loans under the investment criteria set forth above is permissible
under the investment objective of each Senior Floating Rate Fund, approval of
this proposal by the shareholders of a Senior Floating Rate Fund will remove
any ambiguity. If the shareholders of a Senior Floating Rate Fund do not
approve this clarification to its investment strategy, that Senior Floating
Rate Fund will not invest in discount loans. That Senior Floating Rate Fund
will, however, continue to invest in corporate loans that trade in the
secondary market at prices that fall within a narrow trading range that
approximates the par value of the loan, under the guidelines and procedures
established by the Board.

     If the proposed clarification to the investment strategy of a Senior
Floating Rate Fund is approved by its shareholders at the applicable Meeting,
the prospectus of that Senior Floating Rate Fund will be revised, as
appropriate, to reflect such clarification.

     The Boards of Senior Floating Rate and Senior Floating Rate II recommend
that the respective shareholders of those Funds vote FOR the proposal to
clarify the respective investment strategies of those Funds.

                   ITEM 6: PROPOSAL TO AMEND THE INVESTMENT
        OBJECTIVE AND POLICIES OF MERRILL LYNCH STRATEGIC DIVIDEND FUND

     The current investment objective of Strategic Dividend is to seek
long-term total return by investing primarily in a diversified portfolio of
dividend-paying common stocks that yield more than the Standard & Poor's 500
Index ("S&P 500"). Consistent with this objective, Strategic Dividend
currently seeks to invest at least 65% of its assets in individual stocks
whose dividend yield exceeds the yield on the S&P 500.

     To permit Strategic Dividend more flexibility in pursuing its goals, the
Investment Adviser has recommended, and the Board has approved, revising
Strategic Dividend's investment objective (i) to permit it to purchase
individual stocks without regard to whether they pay a dividend, or whether
their dividend yield exceeds that of the S&P 500, and (ii) to affirmatively
state that in addition to the primary objective of long-term total return,
Strategic Dividend's secondary objective is current income. As revised,
Strategic Dividend's investment objective would be "to seek long-term total
return and, secondarily, current income, by investing primarily in a portfolio
of equity securities." The investment objective of Strategic Dividend is a
fundamental policy that may be changed only by shareholder vote.

     In connection with these changes to Strategic Dividend's investment
objective, the Board has adopted, subject to shareholder approval of this Item
6, a non-fundamental policy (i.e., one that can be changed without shareholder
approval) that will require Strategic Dividend's portfolio, in the aggregate,
to be structured in a manner designed to produce potential long-term capital
appreciation as well as a net portfolio yield in excess of the average of
mutual funds invested primarily in U.S. equities.

     In recent years, the percentage of dividend-paying common stocks relative
to overall market capitalization has decreased, and dividend-paying common
stocks that yield more than the S&P 500 have increasingly become concentrated
in a few market sectors that have produced relatively poor total return
compared with other market sectors. Moreover, a large number of common stocks
that yield more than the S&P 500 are in industries undergoing fundamental
changes that may threaten the ability of the issuers of these stocks to
continue paying above-average dividends in the future. The Board believes that
the flexibility to choose among a greater variety of stocks will enhance the
Investment Adviser's ability to structure a portfolio that has greater
potential to produce long-term capital appreciation while still maintaining a
relatively high net portfolio yield.

     If this Item 6 is approved, Strategic Dividend will change its name to
"Merrill Lynch Equity Income Fund". The proposed name change corresponds to
the change in investment objective and policies as Strategic Dividend will no
longer seek a "strategic" yield greater than the yield on the S&P 500, but
rather will seek to purchase a portfolio of common stocks (equity) that in the
aggregate will produce both long-term capital appreciation and income.

     If the proposed change to the investment objective and policies of
Strategic Dividend is approved by its shareholders at the Meeting, Strategic
Dividend's prospectus and statement of additional information will be revised,
as appropriate, to reflect this change.

     The Board of Strategic Dividend recommends that the Fund's shareholders
vote FOR the proposal to amend the Fund's investment objective and policies.

              ITEM 7: PROPOSAL TO AMEND THE INVESTMENT OBJECTIVE
           AND POLICIES OF MERRILL LYNCH AMERICAS INCOME FUND, INC.

     The Board of Merrill Lynch Americas Income Fund, Inc. ("Americas Income")
proposes that Americas Income amend its investment objective to the following:

          To seek high current income with a secondary objective of capital
          appreciation.

     The current investment objective of Americas Income is as follows:

          To seek a high level of current income by investing primarily in
          debt securities denominated in a currency of a country located in
          the Western Hemisphere (North, South and Central America and the
          surrounding waters).

     The investment objective of Americas Income is a fundamental policy that
may be changed only by shareholder vote.

     If shareholders of Americas Income approve the proposed amendment to its
investment objective, Americas Income will become a worldwide emerging markets
debt fund that seeks to achieve its objective by investing in debt obligations
of issuers located in emerging market countries.

     The Board of Americas Income also proposes that Americas Income eliminate
the requirement that the Fund invest at least 25% of its assets in instruments
issued by companies in the financial services industry. This means that
Americas Income will no longer have a policy of concentrating in the financial
services industry.

     If the amendment to its investment objective is approved, Americas Income
will pursue the investment strategy described below. Americas Income will seek
to achieve its revised investment objective by investing, under normal market
conditions, at least 65% of its total assets in debt obligations of issuers in
emerging market countries. Debt obligations will include fixed or floating
rate bonds, notes, debentures, commercial paper, corporate loans, Brady Bonds,
and other debt securities issued or guaranteed by governments, agencies, or
instrumentalities, central banks, commercial banks or private issuers,
including repurchase agreements. Debt obligations will also include
convertible securities, which have characteristics of both debt and equity
investments. Under normal circumstances, 65% of Americas Income's total assets
are expected to be denominated in U.S. dollars, and Americas Income will not
usually attempt to cushion the impact of foreign currency fluctuations on the
dollar. Americas Income will be permitted to invest up to 40% of its assets in
issuers domiciled in any one country.

     The strategy outlined above modifies certain of Americas Income's current
investment policies. In particular, Americas Income would no longer be subject
to the limitation that at least 80% of its assets be invested in debt
securities denominated in a currency of a country located in the Western
Hemisphere. Americas Income's current policies require the Fund to invest in
at least three currencies and provide that Americas Income expects to maintain
a minimum of 25% of its total assets in securities denominated in the U.S.
dollar. Approval of the proposed new investment objective and policies would
eliminate the currency requirements and increase Americas Income's minimum
investment in U.S. dollar denominated securities to 65% of its total assets.
In addition, Americas Income currently does not invest more than 10% of its
assets in any country other than the United States, Canada, Mexico, Argentina,
Brazil, Chile, Colombia, Ecuador, Panama, Peru and Venezuela. The new
policies, however, will permit the Fund to invest up to 40% of its assets in
issuers domiciled in any country. As a result, Americas Income may be more
exposed to risks affecting issuers domiciled in a single country than an
emerging markets debt fund that invests more widely.

     Other than as outlined above, the amendments to Americas Income's
investment objective and policies will not materially change the manner in
which the Fund is managed. The main risks of investing in Americas Income will
not change substantially due to these amendments, except that by eliminating
the requirement to invest at least 25% of the Fund's assets in the financial
services sector, Americas Income will be less exposed to the risks associated
with concentrating in that sector. In addition, the new policy of maintaining
at least 65% of Americas Income's assets in U.S. dollar denominated securities
should increase its exposure to the U.S. dollar and reduce the Fund's exposure
to foreign currency risks. Fund management expects that the amendments to the
investment objective and policies of Americas Income will provide greater
flexibility in portfolio management by expanding the range of investments the
Fund may make and the markets in which it may invest. These amendments are
expected to provide Americas Income with greater flexibility to take advantage
of and respond to market developments and trends throughout the world.

     If this Item 7 is approved, Americas Income will change its name to
"Merrill Lynch Emerging Markets Debt Fund, Inc." The proposed name change
corresponds to the change in investment objective and policies as Americas
Income will no longer seek high current income by investing primarily in debt
securities of issuers located in the Western Hemisphere, but rather will seek
high current income by investing primarily in debt securities of issuers
located in emerging market countries.

     If the proposed amendment to the investment objective and policies of
Americas Income is approved by its shareholders at the Meeting, the prospectus
and statement of additional information of Americas Income will be revised, as
appropriate, to reflect this change.

     The Board of Americas Income recommends that the Fund's shareholders vote
FOR the proposal to amend the Fund's investment objective and policies.

                ITEM 8: PROPOSAL TO AMEND AN INVESTMENT POLICY
                    OF MERRILL LYNCH HEALTHCARE FUND, INC.

     The Board of Merrill Lynch Healthcare Fund, Inc. ("Healthcare") proposes
that Healthcare change one of its fundamental investment policies to provide
that Healthcare will concentrate in the pharmaceutical industry. The proposed
revised investment policy will read as follows:

               The Fund will not invest more than 25% of its assets, taken at
               market value at the time of purchase, in the securities of
               issuers in any particular industry (excluding issuers in the
               pharmaceutical industry and the U.S. Government and its
               agencies and instrumentalities).

     The fundamental investment policy of Healthcare that is proposed to be
amended is as follows:

               The Fund will not invest more than 25% of its assets, taken at
               market value at the time of purchase, in the securities of
               issuers in any particular industry (excluding the U.S.
               Government and its agencies and instrumentalities).

     This investment policy of Healthcare is a fundamental policy that may be
changed only by shareholder vote.

     Other than as described below, the change in investment policy will not
materially change the manner in which Healthcare is managed.

     Healthcare invests at least 65% of its total assets in healthcare
companies under normal conditions. Within the healthcare sector, the Fund's
greatest weighting is and will continue to be in pharmaceuticals. Until
recently, Healthcare has sought to identify discrete industries operating
within the more general pharmaceuticals sector. As a result of industrywide
consolidations, however, companies that were once focused in a particular area
are becoming more generalized. Since it is becoming harder to distinguish
between different types of companies in the general pharmaceutical area, Fund
management believes it is more appropriate to treat the entire pharmaceutical
area as one industry. Healthcare will consider the pharmaceutical industry to
be comprised of companies whose primary business is involved in the research,
development, manufacturing and/or marketing of prescription drugs or ethically
promoted over-the-counter products.

     Other than the risks of potentially greater exposure to the
pharmaceutical industry, the principal risks of investing in Healthcare will
not be changed substantially by this change in investment policy. By
concentrating in one industry, Healthcare will be affected by share price
movements of companies in that industry more than a more broadly diversified
mutual fund and is subject to the risk that it will perform poorly during a
downturn in that industry. While rapid changes in pharmaceuticals present
attractive opportunities for investment in companies in this field, such
companies may face the risk that their products or services may prove to be
commercially unsuccessful or may be rendered obsolete by further scientific
and technological developments. If Healthcare has invested in companies whose
products are commercially unsuccessful or are rendered obsolete, the value of
Healthcare's investment may decrease substantially. In addition, many of these
companies may offer products or services that are subject to governmental
regulation and may, therefore, be affected adversely by actual or anticipated
governmental policies.

     If the proposed amendment to the above-described investment policy of
Healthcare is approved by its shareholders at the Meeting, the prospectus and
statement of additional information of Healthcare will be revised, as
appropriate, to reflect this change.

     The Board of Healthcare recommends that the Fund's shareholders vote FOR
the proposal to amend an investment policy of the Fund.

              ITEM 9: PROPOSAL TO AMEND THE INVESTMENT OBJECTIVE
            OF MERRILL LYNCH DEVELOPING CAPITAL MARKETS FUND, INC.

     The Board of Merrill Lynch Developing Capital Markets Fund, Inc.
("Developing Capital Markets") proposes that Developing Capital Markets change
its investment objective to provide that Developing Capital Markets will invest
primarily in issuers located in developing capital markets. The proposed
investment objective will read as follows:

               To seek long term capital appreciation by investing in
               securities, principally equities, of issuers in countries
               having developing capital markets. The term "developing capital
               markets" is defined to mean those countries included within the
               Morgan Stanley Capital International (MSCI) Emerging Markets
               Free Index.

     The current investment objective of Developing Capital Markets is as
follows:

               To seek long term capital appreciation by investing in
               securities, principally equities of issuers in countries having
               smaller capital markets. The term "smaller capital markets" is
               defined as all markets other than the four largest in equity
               capitalization.

     The investment objective of Developing Capital Markets is a fundamental
policy that may be changed only by shareholder vote.

     Other than as described below, the change in investment objective and
policies will not materially change the manner in which Developing Capital
Markets is managed.

     The current definition of "smaller capital markets" effectively means
that the current investment universe of Developing Capital Markets includes
all countries except the United States, the United Kingdom, Germany and Japan,
which collectively are the four largest markets in terms of equity
capitalization. Fund management has determined that the investment universe of
Developing Capital Markets should be more narrowly defined to reflect those
markets that are truly emerging, as opposed to those that, although not among
the four largest, are well developed. The change in investment objective from
investment in "smaller capital markets" to those in "developing capital
markets" will align Developing Capital Markets' investment objective with its
benchmark index, the MSCI Emerging Markets Free Index, and will better reflect
Developing Capital Markets' actual portfolio holdings.

     The main risks of investing in Developing Capital Markets will not be
changed substantially by this change in investment objective.

     If the proposed amendment to the investment objective and policies of
Developing Capital Markets is approved by its shareholders at the Meeting, the
prospectus and statement of additional information of Developing Capital
Markets will be revised, as appropriate, to reflect this change.

     The Board of Developing Capital Markets recommends that the Fund's
shareholders vote FOR the proposal to amend the Fund's investment objective.

                            ADDITIONAL INFORMATION

     The expenses of preparation, printing and mailing of the enclosed forms
of proxy and accompanying Notice and Proxy Statement will be borne by the
Funds in proportion to their relative net assets. The Funds will reimburse
banks, brokers and others for their reasonable expenses in forwarding proxy
solicitation materials to the beneficial owners of the shares of the Funds.

     A quorum for purposes of the Meetings for Mercury Global Holdings, Inc.,
Merrill Lynch Corporate Bond Fund, Inc., Merrill Lynch Developing Capital
Markets Fund, Inc., Merrill Lynch Global Allocation Fund, Inc., Merrill Lynch
Global Utility Fund, Inc., Merrill Lynch Healthcare Fund, Inc., Merrill Lynch
High Income Municipal Bond Fund, Inc., Merrill Lynch Latin America Fund, Inc.,
Merrill Lynch Municipal Bond Fund, Inc., Merrill Lynch Municipal Strategy
Fund, Inc., Merrill Lynch Pacific Fund, Inc., Merrill Lynch Senior Floating
Rate Fund, Inc. and Merrill Lynch Short-Term Global Income Fund, Inc. consists
of a majority of the shares entitled to vote at the Meetings, present in
person or by proxy.

     A quorum for purposes of the Meetings for Mercury Internet Strategies
Fund, Inc., Merrill Lynch Americas Income Fund, Inc., Merrill Lynch Dragon
Fund, Inc., Merrill Lynch EuroFund, Merrill Lynch Global Bond Fund for
Investment and Retirement, Merrill Lynch Global Financial Services Fund, Inc.,
Merrill Lynch Global SmallCap Fund, Inc., Merrill Lynch Global Technology
Fund, Inc., Merrill Lynch Global Value Fund, Inc., Merrill Lynch International
Equity Fund, Merrill Lynch Internet Strategies Fund, Inc., Merrill Lynch
Municipal Intermediate Term Fund of Merrill Lynch Municipal Series Trust,
Merrill Lynch Senior Floating Rate Fund II, Inc., Merrill Lynch Strategic
Dividend Fund, Merrill Lynch U.S. High Yield Fund, Inc., The Corporate Fund
Accumulation Program, Inc. and The Municipal Fund Accumulation Program, Inc.
consists of holders of one-third of the shares entitled to vote at the
Meetings, present in person or by proxy.

     If, by the time scheduled for the Meetings, a quorum of the shareholders
is not present or if a quorum is present but sufficient votes to act upon the
proposals are not received from the shareholders, the persons named as proxies
may propose one or more adjournments of the Meetings to permit further
solicitation of proxies from shareholders. Any such adjournment will require
the affirmative vote of a majority of the shares of the Fund present in person
or by proxy and entitled to vote at the session of the Meeting to be
adjourned. The persons named as proxies will vote in favor of any such
adjournment if they determine that adjournment and additional solicitation are
reasonable and in the best interests of the Fund's shareholders.

     All shares represented by properly executed proxies, unless such proxies
have previously been revoked, will be voted at the Meetings or any adjournment
thereof in accordance with the directions on the proxies; if no direction is
indicated, the shares will be voted:

     1)   "FOR" the election of the Fund's Board Member nominees;

          For each of the Internet Funds and Global Financial, actions taken
          by their shareholders in connection with the election of the Board
          Members of those Funds will also be taken by each of those Funds as
          a shareholder of the Internet Trust or the Global Financial Trust,
          respectively, in connection with the election of the respective
          Trust's Board Members.

     2)   "FOR" the ratification of the selection of Deloitte & Touche LLP, as
          independent auditors;

          For each of the Internet Funds and Global Financial, actions taken
          by their shareholders in connection with the ratification of the
          selection of independent auditors of those Funds will also be taken
          by each of those Funds as a shareholder of the Internet Trust or the
          Global Financial Trust, respectively, in connection with the
          ratification of the selection of independent auditors of the
          respective Trust.

     With respect to proxies submitted by all of the Funds except the Internet
     Funds and Global Financial.

     3)   "FOR" the approval of a charter amendment permitting the Board to
          convert the Fund to a master/feeder structure;

          With respect to proxies submitted by Merrill Lynch Senior Floating
          Rate Fund II, Inc., Merrill Lynch Strategic Dividend Fund and
          Merrill Lynch U.S. High Yield Fund, Inc.

     4)   "FOR" the approval of the Proposed Investment Advisory,
          Administration and Sub-Advisory Agreements;

          With respect to Proposals 5, 6, 7, 8 and 9, only proxies submitted
          by the Fund or Funds named in the proposal will, unless instructions
          to the contrary are marked, be voted:

     5)   "FOR" the proposal to clarify the investment strategy of Merrill
          Lynch Senior Floating Rate Fund, Inc., and Merrill Lynch Senior
          Floating Rate Fund II, Inc.;

     6)   "FOR" the proposal to amend the investment objective and policies of
          Merrill Lynch Strategic Dividend Fund;

     7)   "FOR" the proposal to amend the investment objective and policies of
          Merrill Lynch Americas Income Fund, Inc.;

     8)   "FOR" the proposal to amend an investment policy of Merrill Lynch
          Healthcare Fund, Inc.; and

     9)   "FOR" the proposal to amend the investment objective of Merrill
          Lynch Developing Capital Markets Fund, Inc.



     The shareholders solicited and entitled to vote on Items 1, 2, 3 and 4
are outlined in the following chart. With respect to Items 1, 2, 3 and 4,
assuming a quorum is present, approval of Items 1, 2, 3 and 4 will require the
affirmative vote of shareholders holding the percentage of shares indicated in
the chart below. For purposes of Item 1, a "plurality of the votes" means the
candidate must receive more votes than any other candidate for the same
position, but not necessarily a majority of the votes cast.






                                                                                              Item 3. Approval of
                                                                                              a Charter Amendment
                                                                                                 to Permit the
                                 Item 1.                                    Item 2.            Reorganization of
                               Election of          Item 1.             Ratification of         the Fund into a
                               AMPS Board      Election of Board          Selection of          Master/ Feeder
           Fund                  Members            Members           Independent Auditors         Structure

                                                                                
                                                                     Affirmative vote of     Affirmative vote of
Mercury Global Holdings,                     Affirmative vote of a   a majority of votes     two-thirds of votes
Inc.                          Not Voting     majority of votes cast  cast                    entitled to be cast

                                             Affirmative vote of a   Affirmative vote of
Mercury Internet Strategies                  plurality of votes      a majority of votes
Fund, Inc.                    Not Voting     cast                    cast                    Not Voting

                                             Affirmative vote of a                           Affirmative vote of
Merrill Lynch Americas                       plurality of votes      Affirmative vote of a   a majority of votes
Income Fund, Inc.             Not Voting     cast                    majority of votes cast  entitled to be cast

                                             Affirmative vote of a                           Affirmative vote of
Merrill Lynch Corporate                      plurality of votes      Affirmative vote of a   two-thirds of votes
Bond Fund, Inc.               Not Voting     cast                    majority of votes cast  entitled to be cast

                                                                     Affirmative vote of     Affirmative vote of
Merrill Lynch Developing                     Affirmative vote of a   a majority of votes     a majority of votes
Capital Markets Fund, Inc.    Not Voting     majority of votes cast  cast                    entitled to be cast

                                             Affirmative vote of a                           Affirmative vote of
Merrill Lynch Dragon                         plurality of votes      Affirmative vote of a   a majority of votes
Fund, Inc.                    Not Voting     cast                    majority of votes cast  entitled to be cast

                                             Affirmative vote of a   Affirmative vote of a
                                             majority of the         majority of the         Affirmative vote of
                                             shares represented at   shares represented at   two-thirds of votes
Merrill Lynch EuroFund        Not Voting     the Meeting             the Meeting             entitled to be cast

                                                                                             Affirmative vote of
Merrill Lynch Global                         Affirmative vote of a   Affirmative vote of a   a majority of votes
Allocation Fund, Inc.         Not Voting     majority of votes cast  majority of votes cast  entitled to be cast

                                             Affirmative vote of a   Affirmative vote of a
Merrill Lynch Global Bond                    majority of the         majority of the         Affirmative vote of
Fund for Investment and                      shares represented at   shares represented at   two-thirds of votes
Retirement                    Not Voting     the Meeting             the Meeting             entitled to be cast

Merrill Lynch Global                         Affirmative vote of a   Affirmative vote of
Financial Services Fund,                     plurality of votes      a majority of votes
Inc.                          Not Voting     cast                    cast                    Not Voting

                                             Affirmative vote of a                           Affirmative vote of
Merrill Lynch Global                         plurality of votes      Affirmative vote of a   a majority of votes
SmallCap Fund, Inc.           Not Voting     cast                    majority of votes cast  entitled to be cast

                                             Affirmative vote of a                           Affirmative vote of
Merrill Lynch Global                         plurality of votes      Affirmative vote of a   a majority of votes
Technology Fund, Inc.         Not Voting     cast                    majority of votes cast  entitled to be cast

                                                                                             Affirmative vote of
Merrill Lynch Global                         Affirmative vote of a   Affirmative vote of a   a majority of votes
Utility Fund, Inc.            Not Voting     majority of votes cast  majority of votes cast  entitled to be cast

                                             Affirmative vote of a                           Affirmative vote of
Merrill Lynch Global Value                   plurality of votes      Affirmative vote of a   a majority of votes
Fund, Inc.                    Not Voting     cast                    majority of votes cast  entitled to be cast

                                             Affirmative vote of a                           Affirmative vote of
Merrill Lynch Healthcare                     majority of votes       Affirmative vote of a   two-thirds of votes
Fund, Inc.                    Not Voting     cast                    majority of votes cast  entitled to be cast

                                             Affirmative vote of a                           Affirmative vote of
Merrill Lynch High Income                    majority of votes       Affirmative vote of a   a majority of votes
Municipal Bond Fund, Inc.     Not Voting     cast                    majority of votes cast  entitled to be cast

                                             Affirmative vote of a   Affirmative vote of a
                                             majority of the         majority of the         Affirmative vote of
Merrill Lynch International                  shares represented at   shares represented at   a majority of votes
Equity Fund                   Not Voting     the Meeting             the Meeting             entitled to be cast

                                             Affirmative vote of a
Merrill Lynch Internet                       plurality of votes      Affirmative vote of a
Strategies Fund, Inc.         Not Voting     cast                    majority of votes cast  Not Voting

                                                                                             Affirmative vote of
Merrill Lynch Latin America                  Affirmative vote of a   Affirmative vote of a   a majority of votes
Fund, Inc.                    Not Voting     majority of votes cast  majority of votes cast  entitled to be cast

                                             Affirmative vote of a                           Affirmative vote of
Merrill Lynch Municipal                      plurality of votes      Affirmative vote of a   two-thirds of votes
Bond Fund, Inc.               Not Voting     cast                    majority of votes cast  entitled to be cast

Merrill Lynch Municipal                      Affirmative vote of a   Affirmative vote of a
Intermediate Term Fund of                    majority of the         majority of the         Affirmative vote of
Merrill Lynch Municipal                      shares represented at   shares represented at   two-thirds of votes
Series Trust                  Not Voting     the Meeting             the Meeting             entitled to be cast

                              Affirmative
                              vote of a
                              plurality of   Affirmative vote of a
                              votes cast     plurality of votes
                              by the         cast by the holders     Affirmative vote of     Affirmative vote of
Merrill Lynch Municipal       holders of     of Common Stock and     a majority of votes     a majority of votes
Strategy Fund, Inc.           AMPS           AMPS                    cast                    entitled to be cast

                                                                     Affirmative vote of     Affirmative vote of
Merrill Lynch Pacific Fund,                  Affirmative vote of a   a majority of votes     two-thirds of votes
Inc.                          Not Voting     majority of votes cast  cast                    entitled to be cast

                                                                     Affirmative vote of     Affirmative vote of
Merrill Lynch Senior                         Affirmative vote of a   a majority of votes     a majority of votes
Floating Rate Fund, Inc.      Not Voting     majority of votes cast  cast                    entitled to be cast


                                             Affirmative vote of a                           Affirmative vote of
Merrill Lynch Senior Floating                plurality of votes      Affirmative vote of a   a majority of votes
Rate Fund II, Inc.            Not Voting     cast                    majority of votes cast  entitled to be cast


Merrill Lynch Short-
Term Global Income                           Affirmative vote of a   Affirmative vote of a    Affirmative vote of
Fund, Inc.                    Not Voting     majority of votes cast  majority of the votes    a majority of votes
                                                                     cast                     entitled to be cast


                                             Affirmative vote of a   Affirmative vote of a
                                             majority of the         majority of the         Affirmative vote of
Merrill Lynch Strategic                      shares represented at   shares represented at   two-thirds of votes
Dividend Fund                 Not Voting     the Meeting             the Meeting             entitled to be cast


Merrill Lyncy U.S. High
Yield Fund, Inc.
(formerly Merrill Lynch                      Affirmative vote of a   Affirmative vote of     Affirmative vote of
Corporate High Yield                         plurality of votes      a majority of votes     a majority of votes
Fund, Inc.)                   Not Voting     cast                    cast                    entitled to be cast

                                             Affirmative vote of a                           Affirmative vote of
The Corporate Fund                           plurality of votes      Affirmative vote of a   a majority of votes
Accumulation Program, Inc.    Not Voting     cast                    majority of votes cast  entitled to be cast

                                             Affirmative vote of a                           Affirmative vote of
The Municipal Fund                           plurality of votes      Affirmative vote of a   a majority of votes
Accumulation Program, Inc.    Not Voting     cast                    majority of votes cast  entitled to be cast


                                   Item 4.
                              Investment Advisory,
                              Administration and
                                 Sub-Advisory
           Fund              Agreements Proposal

                          
Mercury Global Holdings,
Inc.                           Not Voting


Mercury Internet Strategies
Fund, Inc.                     Not Voting


Merrill Lynch Americas
Income Fund, Inc.              Not Voting


Merrill Lynch Corporate
Bond Fund, Inc.                Not Voting


Merrill Lynch Developing
Capital Markets Fund, Inc.     Not Voting


Merrill Lynch Dragon
Fund, Inc.                     Not Voting




Merrill Lynch EuroFund         Not Voting


Merrill Lynch Global
Allocation Fund, Inc.          Not Voting


Merrill Lynch Global Bond
Fund for Investment and
Retirement                     Not Voting

Merrill Lynch Global
Financial Services Fund,
Inc.                           Not Voting


Merrill Lynch Global
SmallCap Fund, Inc.            Not Voting


Merrill Lynch Global
Technology Fund, Inc.          Not Voting


Merrill Lynch Global
Utility Fund, Inc.             Not Voting


Merrill Lynch Global Value
Fund, Inc.                     Not Voting


Merrill Lynch Healthcare
Fund, Inc.                     Not Voting


Merrill Lynch High Income
Municipal Bond Fund, Inc.      Not Voting



Merrill Lynch International
Equity Fund                    Not Voting


Merrill Lynch Internet
Strategies Fund, Inc.          Not Voting


Merrill Lynch Latin America
Fund, Inc.                     Not Voting


Merrill Lynch Municipal
Bond Fund, Inc.                Not Voting

Merrill Lynch Municipal
Intermediate Term Fund of
Merrill Lynch Municipal
Series Trust                   Not Voting






Merrill Lynch Municipal
Strategy Fund, Inc.            Not Voting


Merrill Lynch Pacific Fund,
Inc.                           Not Voting

                               Affirmative
Merrill Lynch Senior           vote of the
Floating Rate Fund, Inc.       lesser of
                               (i) 67% of
                               the shares
                               represented
                               at the Meeting
                               at which more
                               than 50% of
                               the outstanding
                               shares are
                               represented or
                               (ii) more than
                               50% of the
                               outstanding
                               shares


Merrill Lynch Senior Floating
Rate Fund II, Inc.             Not Voting


Merrill Lynch Short-
Term Global Income
Fund, Inc.
                               Not Voting

                               Affirmative vote of
                               the lesser of (i) 67%
                               of the shares
                               represented at the
                               Meeting at which more
                               than 50% of the
                               outstanding shares
                               are represented or
Merrill Lynch Strategic        (ii) more than 50% of
Dividend Fund                  the outstanding shares




                               Affirmative vote of
                               the lesser of (i) 67%
                               of the shares
                               represented at the
                               Meeting at which more
Merrill Lynch U.S. High        than 50% of the
Yield Fund, Inc.               outstanding shares
(formerly Merrill Lynch        are represented or
Corporate High Yield           (ii) more than 50% of
Fund, Inc.)                    the outstanding shares


The Corporate Fund
Accumulation Program, Inc.     Not Voting


The Municipal Fund
Accumulation Program, Inc.     Not Voting





     Only the shareholders of Senior Floating Rate and Senior Floating Rate II
are entitled to vote on Item 5. Only the shareholders of Strategic Dividend,
Americas Income, Healthcare and Developing Capital Markets are entitled to
vote on Items 6, 7, 8 and 9, respectively. With respect to Items 5, 6, 7, 8
and 9, assuming a quorum is present at the Meeting of the applicable Fund's
shareholders, approval of each such Item by each such Fund will require the
affirmative vote of the lesser of (i) 67% of the shares represented at the
Meeting at which more than 50% of the applicable Fund's outstanding shares are
represented or (ii) more than 50% of the applicable Fund's outstanding shares.

     In order to obtain the necessary quorum at the Meetings, supplementary
solicitations may be made by mail, telephone, telegraph or personal interview
by officers of the Funds. The Funds have retained ___________________________
___________, _______________, ________, ______________ to aid in the
solicitation of proxies, at a cost to be borne by the Funds of approximately
$____, plus out-of-pocket expenses of approximately $_____.

     Broker-dealer firms, including MLPF&S, holding shares of each Fund in
"street name" for the benefit of their customers and clients, will request the
instructions of such customers and clients on how to vote their shares on each
Item before the Meeting. The Funds understand that, under the rules of the New
York Stock Exchange, such broker-dealer firms may, without instructions from
their customers and clients, grant authority to the proxies designated to vote
on the election of Board Members (Item 1), the ratification of the selection
of independent auditors (Item 2), the proposed charter amendment (Item 3), and
the proposed advisory, administration and sub-advisory agreements (Item 4), if
no instructions have been received prior to the date specified in the
broker-dealer firm's request for voting instructions. Broker-dealer firms,
including MLPF&S, will not be permitted to grant voting authority without
instructions with respect to Items 5, 6, 7, 8 and 9. The Fund will include
shares held of record by broker-dealers as to which such authority has been
granted in its tabulation of the total number of shares present for purposes
of determining whether the necessary quorum of shareholders exists. Proxies
that are returned but that are marked "abstain" or on which a broker-dealer
has declined to vote on any proposal ("broker non-votes") will be counted as
present for the purposes of a quorum. MLPF&S has advised each Fund that it
intends to vote shares held in its name for which no instructions have been
received except as limited by agreement or applicable law, on Item 1, Item 2,
Item 3 and Item 4 in the same proportion as the votes received from beneficial
owners of those shares for which instructions have been received, whether or
not held in nominee name. Abstentions and broker non-votes will not be counted
as votes cast. Therefore, abstentions and broker non-votes will not have an
effect on the vote on Item 1 and Item 2 (for Maryland corporations).
Abstentions and broker non-votes will have the same effect as a vote against
Items 3, 4, 5, 7, 8 and 9 (for Maryland corporations) and Items 1, 2, 3, 4 and
6 (for Massachusetts business trusts).

     If Item 3 authorizing the reorganization of certain funds into a
master/feeder structure is approved by the shareholders of Merrill Lynch
EuroFund, Merrill Lynch Global Bond Fund for Investment and Retirement,
Merrill Lynch International Equity Fund, Merrill Lynch Municipal Intermediate
Term Fund of Merrill Lynch Municipal Series Trust or Strategic Dividend (each
a "Massachusetts business trust") at the applicble Meeting and effected by
that Massachusetts business trust, any shareholder of such Massachusetts
business trust (i) who files with the applicable Massachusetts business trust,
before the taking of the vote on the approval of such proposal, written
objection to such proposal stating that he or she intends to demand payment for
his or her shares if any reorganization authorized by the proposal takes place
and (ii) whose shares are not voted in favor of such proposal has or may have
the right to demand in writing from the applicable Massachusetts business
trust, within twenty days after the date of mailing to him or her of notice in
writing that the reorganization has become effective, payment for his or her
shares and an appraisal of the value thereof. Any Massachusetts business trust
effecting a reorganization and any such shareholders shall in such cases have
the rights and duties and shall follow the procedure set forth in sections 88
to 98 inclusive, of chapter 156B of the General Laws of Massachusetts. In the
event that any shareholder elects to exercise his or her statutory right of
appraisal under Massachusetts law, it is the present intention of each
Massachusetts business trust to petition a court of competent jurisdiction to
determine whether such right of appraisal has been superseded by the
provisions of Rule 22c-1 under the Investment Company Act.

Address of Investment Adviser

     The principal office of each Fund's Investment Adviser is located at 800
Scudders Mill Road, Plainsboro, New Jersey 08536.

Annual Report Delivery

     Each Fund will furnish, without charge, a copy of its annual report for
the Fund's last fiscal year and a copy of its most recent semi-annual report
to any shareholder upon request. Such requests should be directed to the
attention of the Secretary of the applicable Fund, P.O. Box 9011, Princeton,
New Jersey 08543-9011, or to 1-800-456-4587 ext. 123.

     The charters of the Funds do not require that the Funds hold annual
meetings of shareholders. Each Fund will be required, however, to call special
meetings of shareholders in accordance with the requirements of the Investment
Company Act to seek approval of new management and advisory arrangements or of
a change in the fundamental policies, objectives or restrictions of the Fund.
Each Fund also would be required to hold a special shareholders' meeting to
elect new Board Members at such time as less than a majority of the Board
Members holding office have been elected by shareholders. The charter or
by-laws provide that a shareholders' meeting may be called at the request of a
majority of the Board Members or of 10% of the outstanding shares of Merrill
Lynch Americas Income Fund, Inc., Merrill Lynch Corporate Bond Fund, Inc.,
Merrill Lynch Developing Capital Markets Fund, Inc., Merrill Lynch Dragon
Fund, Inc., Merrill Lynch EuroFund, Merrill Lynch Global Allocation Fund,
Inc., Merrill Lynch Global Bond Fund for Investment and Retirement, Merrill
Lynch Global Financial Services Fund, Inc., Merrill Lynch Global SmallCap
Fund, Inc., Merrill Lynch Global Value Fund, Inc., Merrill Lynch High Income
Municipal Bond Fund, Inc., Merrill Lynch International Equity Fund, Merrill
Lynch Internet Strategies Fund, Inc., Merrill Lynch Latin America Fund, Inc.,
Merrill Lynch Municipal Bond Fund, Inc., Merrill Lynch Municipal Intermediate
Term Fund of Merrill Lynch Municipal Series Trust, Merrill Lynch Senior
Floating Rate Fund, Inc., Merrill Lynch Senior Floating Rate Fund II, Inc.,
Merrill Lynch Strategic Dividend Fund, Merrill Lynch U.S. High Yield Fund,
Inc., The Corporate Fund Accumulation Program, Inc. and The Municipal Fund
Accumulation Program, Inc. or 25% of the outstanding shares of Mercury Global
Holdings, Inc., Merrill Lynch Global Technology Fund, Inc., Merrill Lynch
Global Utility Fund, Inc., Merrill Lynch Healthcare Fund, Inc., Merrill Lynch
Pacific Fund, Inc. and Merrill Lynch Short-Term Global Income Fund, Inc.
entitled to vote at such meeting.

Shareholder Proposals

     A stockholder proposal intended to be presented at any subsequent
meetings of stockholders of the Funds must be received by that Fund in a
reasonable time before the Board's solicitation relating to such meeting is to
be made in order to be considered in that Fund's proxy statement and form of
proxy relating to the meeting.

                 By Order of the Boards of Directors

                        Mercury Global Holdings, Inc.
                        Mercury Internet Strategies Fund, Inc.
                        Merrill Lynch Americas Income Fund, Inc.
                        Merrill Lynch Corporate Bond Fund, Inc.
                        Merrill Lynch Developing Capital Markets Fund,
                          Inc.
                        Merrill Lynch Dragon Fund, Inc.
                        Merrill Lynch EuroFund
                        Merrill Lynch Global Allocation Fund, Inc.
                        Merrill Lynch Global Bond Fund for Investment
                           and Retirement
                        Merrill Lynch Global Financial Services Fund, Inc.
                        Merrill Lynch Global SmallCap Fund, Inc.
                        Merrill Lynch Global Technology Fund, Inc.
                        Merrill Lynch Global Utility Fund, Inc.
                        Merrill Lynch Global Value Fund, Inc.
                        Merrill Lynch Healthcare Fund, Inc.
                        Merrill Lynch High Income Municipal Bond
                        Merrill Lynch International Equity Fund
                        Merrill Lynch Internet Strategies Fund, Inc.
                        Merrill Lynch Latin America Fund, Inc.
                        Merrill Lynch Municipal Bond Fund, Inc.
                        Merrill Lynch Municipal Intermediate Term Fund
                          of Merrill Lynch Municipal Series Trust
                        Merrill Lynch Municipal Strategy Fund, Inc.
                        Merrill Lynch Pacific Fund, Inc.
                        Merrill Lynch Senior Floating Rate Fund, Inc.
                        Merrill Lynch Senior Floating Rate Fund II, Inc.
                        Merrill Lynch Short-Term Global Income Fund, Inc.
                        Merrill Lynch Strategic Dividend Fund
                        Merrill Lynch U.S. High Yield Fund, Inc.
                        The Corporate Fund Accumulation Program, Inc.
                        The Municipal Fund Accumulation Program, Inc.

Dated:  May __, 2000






                                                           

                                                              -----------------------------------------------------------

                                                              -----------------------------------------------------------





                                                          
MERRILL LYNCH ASSET MANAGEMENT                                Sign, Date, and Return the Proxy Card Promptly Using the
4800 DEER LAKE DRIVE EAST                                     Enclosed Envelope.
JACKSONVILLE, FLORIDA  32246-6484

                                                              To vote by Telephone

                                                              1)       Read the Proxy Statement and have the Proxy card
                                                                   below at hand.
                                                              2)       Call 1-800-690-6903.
                                                              3)       Enter the 12-digit control number set forth on
                                                                   the Proxy card and follow the simple instructions.

                                                              To vote by Internet

                                                              1)   Read the Proxy Statement and have the Proxy card
                                                                   below at hand.
                                                              2)   Go to Website www.proxyvote.com.
                                                                                 -----------------
                                                              3)   Enter the 12-digit control number set forth on
                                                                   the Proxy card and follow the simple instructions.

                                                                   If you own shares in more than one Fund and you wish to receive
                                                               an individual ballot for each Fund, check the box in the lower
                                                               right-hand corner of this Proxy Card and a separate proxy card for
                                                               each Fund in which you hold shares will be sent to you. If you do
                                                               not request separate proxy cards and utilize this Proxy Card, all
                                                               of the shares you own in each Fund will be voted in the manner
                                                               specified on this Proxy Card.

- ------------------------------------------------------------- -------------------------------------------------------------------

- ------------------------------------------------------------- -------------------------------------------------------------------





TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:        MLYNGC                        KEEP THIS PORTION FOR YOUR RECORDS
- -----------------------------------------------------------------------------------------------------------------------------------
                                                                                                DETACH AND RETURN THIS PORTION ONLY
- ------------------------------------------------------------------------------------------------------------------------------------
                                           THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                        
    To elect a Board of Directors (which term as used herein
    refers to both Directors and Trustees) of each Fund (and
    each Master Trust) until their  successors have been duly                                       To withhold authority to vote,
    elected and  qualified or until their earlier                                                   mark "For All Except" and write
    resignation or removal:                                                For    Withhold For All  the nominee's number on the
    Vote On Directors                                                      All      All    Except   line below.

    1A.  For Holders of AMPS of Merrill Lynch Municipal
         Strategy Fund, Inc. and Holders of Shares of
         Common Stock or Shares of Beneficial Interest
         of All Other Funds
         01) Ronald W. Forbes, 02) Terry K. Glenn, 03) Cynthia             [ ]         [ ]    [  ]     _________________________
         A. Montgomery, 04) Charles C. Reilly, 05) Kevin A.
         Ryan, 06) Roscoe S. Suddarth, 07) Richard R. West,
         08) Arthur Zeikel and 09) Edward D. Zinbarg.
                                                                                                    To withhold authority to vote,
                                                                                                    mark "For All Except" and write
                                                                           For    Withhold For All  the nominee's number on the
                                                                           All      All    Except   line below.

    1B.  For Holders of Shares of Common Stock of Merrill  Lynch
         Municipal  Strategy Fund, Inc. 01) Terry K. Glenn,  02)
         Cynthia A.  Montgomery,  03) Kevin A. Ryan,  04) Roscoe          [ ]         [ ]    [  ]     _________________________
         S.  Suddarth,  05) Richard R. West,  06) Arthur  Zeikel
         and 07) Edward D. Zinbarg.





                                                                                                        
    Vote On Proposals                            For   Against   Abstain                                     For    Against  Abstain
    2.   For all Funds: To consider and act                                6.   To consider and act upon a
         upon a proposal to ratify the           [ ]   [ ]       [ ]            proposal to amend the        [ ]    [ ]      [ ]
         selection of  independent auditors of                                  investment objective and
         each Fund (and each Master Trust) for                                  policies of Merrill Lynch
         its current fiscal year;                                               Strategic Dividend Fund;



    3.   For all Funds except the Internet                                 7.   To consider and act upon a   [ ]    [ ]      [ ]
         Funds and Global Financial: To                                         proposal to amend  the
         consider and act upon a proposal to                                    investment objective and
         amend the Fund's charter to permit                                     policies of Merrill Lynch
         the Board of  Directors to convert the  [ ]   [ ]       [ ]            Americas Income Fund, Inc.;
         Fund to a master/feeder structure;
                                                                           8.   To  consider  and act upon a [ ]    [ ]      [ ]
                                                                                proposal to amend an  investment
                                                                                policy of Merrill Lynch
                                                                                Healthcare Fund, Inc.;

    4.   For  Merrill  Lynch  Senior   Floating                           9.    To  consider  and act upon a  [ ]   [ ]      [ ]
         Rate  Fund  II,  Inc.,  Merrill  Lynch  [ ]   [ ]       [ ]            proposal to amend the
         Strategic  Dividend Fund Merrill Lynch                                 investment objective of Merrill
         U.S.   High  Yield  Fund,   Inc.:   To                                 Lynch Developing Capital
         consider  and act  upon  the  proposed                                 Markets Fund, Inc.; and
         Investment  Advisory,   Administration
         and Sub-Advisory Agreements;                                     10.   For all Funds,  to  transact  [ ]   [ ]      [ ]
                                                                               such  other   business   as  may
                                                                               properly    come    before   the
                                                                               Meeting   or  any   adjournments
                                                                               thereof.
With respect to Items 5 through 9, solely for the Fund or Funds
named  in the specific proposal:

                                                                                If you own shares in more than one Fund and you
    5.   To  consider  and act upon a  proposal  [ ]   [ ]       [ ]      wish to receive an individual ballot for each Fund,
         to clarify the investment  strategy of                           check this box and a separate proxy card for each Fund
         Merrill  Lynch  Senior  Floating  Rate                           in which you hold shares will be sent to you. If you do
         Fund,  Inc.  and Merrill  Lynch Senior                           not request separate proxy cards and utilize this proxy
         Floating    Rate    Fund   II,    Inc.                           card, all of the shares you own in each Fund will be
         concerning discount corporate loans;                             voted in the manner specified on this proxy card.



       ----------------------------------------- -----                    --------------------------- ----------

       ----------------------------------------- -----                    --------------------------- ----------
       Signature [PLEASE SIGN WITHIN BOX]        Date                     Signature (Joint Owners)    Date
       ----------------------------------------- -----                    --------------------------- ----------

- ----------------------------------------------------------------------------------------------------------------------

- ----------------------------------------------------------------------------------------------------------------------




                                   P R O X Y

     This proxy is solicited on behalf of the Board of Directors/Trustees

The undersigned hereby appoints Terry K. Glenn, Donald C. Burke, Robert Harris
and Ira P. Shapiro as proxies, each with the power to appoint his substitute,
and hereby authorizes each of them to represent and to vote, as designated on
the reverse side, all of the shares of Common Stock and shares of beneficial
interest of the listed funds held of record by the undersigned on May 12, 2000
at the Annual Meeting of Shareholders to be held on July 10, 2000 or any
adjournment thereof.

     This proxy when properly executed will be voted in the manner directed
herein by the undersigned shareholder. If no direction is made, this proxy
will be voted "FOR" Proposals 1, 2, 3, 4, 5, 6, 7, 8 and 9.

     By signing and dating this card, you authorize the proxies to vote each
proposal as marked, or if not marked, to vote "FOR" each proposal, and to use
their discretion to vote for any other matter as may properly come before the
meeting or any adjournment thereof. If you do not intend to personally attend
the meeting, please complete and return this card at once in the enclosed
envelope.

Please sign exactly as name appears on the reverse side. When shares are held
by joint tenants, both should sign. When signing as attorney or as executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by president or other
authorized officer. If a partnership, pleases sign in partnership name by
authorized persons.

           CONTINUED AND TO BE SIGNED AND DATED ON THE REVERSE SIDE





                                                                                                                        EXHIBIT A


                                                                           INFORMATION PERTAINING TO EACH FUND


o          General Information Pertaining to the Funds

                                                                     Defined Term Used       Fiscal          State of     Meeting
                Fund                                                 in this Exhibit A     Year End      Organization       Time
                ----                                                 -----------------     --------      ------------     ------
                                                                                                                
Mercury Global Holdings, Inc. ..................................     Mer Gl Hold             11/30            MD            a.m.
Mercury Internet Strategies Fund, Inc. .........................     Internet                1/31             MD            a.m.
Merrill Lynch Americas Income Fund, Inc. .......................     Am Inc                  12/31            MD            a.m.
Merrill Lynch Corporate Bond Fund, Inc. ........................     Corp Bond               9/30             MD            a.m.
Merrill Lynch Developing Capital Markets Fund, Inc. ............     Dev Cap                 6/30             MD            a.m.
Merrill Lynch Dragon Fund, Inc. ................................     Dragon                  12/31            MD            a.m.
Merrill Lynch EuroFund..........................................     Euro                    10/31            MA            a.m.
Merrill Lynch Global Allocation Fund, Inc. .....................     Gl Al                   10/31            MD            a.m.
Merrill Lynch Global Bond Fund for Investment and
   Retirement...................................................     Gl Bond                 10/31            MA            a.m.
Merrill Lynch Global Financial Services Fund, Inc. .............     Gl Fin                  9/30             MD            a.m.
Merrill Lynch Global SmallCap Fund, Inc. .......................     Gl Small                6/30             MD            a.m.
Merrill Lynch Global Technology Fund, Inc. .....................     Gl Tech                 3/31             MD            a.m.
Merrill Lynch Global Utility Fund, Inc. ........................     Gl Utility              11/30            MD            a.m.
Merrill Lynch Global Value Fund, Inc. ..........................     Gl Val                  12/31            MD            a.m.
Merrill Lynch Healthcare Fund, Inc. ............................     Healthcare              4/30             MD            a.m.
Merrill Lynch High Income Municipal Bond Fund...................     High Income             8/31             MA            a.m.
Merrill Lynch International Equity Fund.........................     Int'l Eq                5/31             MA            a.m.
Merrill Lynch Internet Strategies Fund, Inc. ...................     ML Internet             1/31             MD            a.m.
Merrill Lynch Latin America Fund, Inc. .........................     Latin                   11/30            MD            a.m.
Merrill Lynch Municipal Bond Fund, Inc. ........................     Muni Bond               12/31            MD            a.m.
Merrill Lynch Municipal Intermediate Term Fund of Merrill
   Lynch Municipal Series Trust.................................     Muni Interm             10/31            MA            a.m.
Merrill Lynch Municipal Strategy Fund, Inc. ....................     Muni Strat              10/31            MD            a.m.
Merrill Lynch Pacific Fund, Inc. ...............................     Pacific                 12/31            MD            a.m.
Merrill Lynch Senior Floating Rate Fund, Inc. ..................     Sr Float                8/31             MD            a.m.
Merrill Lynch Senior Floating Rate Fund II, Inc. ...............     Sr Float II             8/31             MD            a.m.
Merrill Lynch Short-Term Global Income Fund, Inc. ..............     Short Gl Inc            12/31            MD            a.m.
Merrill Lynch Strategic Dividend Fund...........................     Strat Div               7/31             MA            a.m.
Merrill Lynch U.S. High Yield Fund, Inc. .......................
(formerly Merrill Lynch Corporate High Yield Fund, Inc.)  ......     U.S. Hi Yield           12/31            MD            a.m.
The Corporate Fund Investment Accumulation
   Program, Inc. ...............................................     Corp Acc                12/31            MD            a.m.
The Municipal Fund Investment Accumulation
   Program, Inc. ...............................................     Muni Acc                12/31            MD            a.m.







                                                                                           Common Stock
                                                                                        Outstanding as of
                                                                                         the Record Date
                                               ----------------------------------------------------------------------------------
FUND
                                            
Mer Gl Hold..............................
Internet.................................
Am Inc...................................
Corp Bond................................
Dev Cap..................................
Dragon...................................
Euro.....................................
Gl Al....................................
Gl Bond .................................
Gl Fin...................................
Gl Small ................................
Gl Tech..................................
Gl Utility...............................
Gl Val...................................
Healthcare...............................
High Income..............................
Int'l Eq.................................
ML Internet..............................
Latin....................................
Muni Bond................................
Muni Interm..............................
Muni Strat*..............................
Pacific..................................
Sr Float.................................
Sr Float II..............................
Short Gl Inc.............................
Strat Div................................
U.S. High Yield..........................
Corp Acc.................................
Muni Acc.................................

*As of the Record Date, MuniStrat had _______ shares of AMPS outstanding





     Set forth below is information about when each nominee became a Board
Member for the Funds on whose Boards he or she serves.




Fund                       Forbes        Glenn         Montgomery         Reilly        Ryan         Suddarth
- ----                      ----------    ---------    ----------------    ----------   ---------    -------------
                                                                                  
Mer Gl Hold.............     n/a          1999             n/a            [1990]        n/a            n/a
Internet................     n/a          2000             n/a             2000         n/a            2000
Am Inc..................     n/a          1999             n/a             1993         n/a            n/a
Corp Bond...............    1977          1999            1994             1990         1992           n/a
Dev Cap.................     n/a          1999             n/a             1990         n/a            n/a
Dragon..................     n/a          1999             n/a             1992         n/a            n/a
Euro....................     n/a          1999             n/a             1990         n/a            n/a
Gl Al...................     n/a          1999             n/a             1990         n/a            n/a
Gl Bond.................     n/a          1999             n/a            [1991]        n/a            n/a
Gl Fin..................    1999          1999            1999             1999         1999           n/a
Gl Small................     n/a          1999             n/a             1994         n/a            n/a
Gl Tech.................     n/a          1999             n/a            [1998]        n/a            2000
Gl Utility..............    1990          1999            1994             1990         1992           n/a
Gl Val..................     n/a          1999             n/a             1996         n/a            2000
Healthcare..............     n/a          1999             n/a           [      ]       n/a            n/a
High Income.............    1997          1999            1997             1997         1997           n/a
Int'l Eq................     n/a          1999             n/a            [1993]        n/a            n/a
ML Internet.............     n/a          2000             n/a             2000         n/a            2000
Latin...................     n/a          1999             n/a             1991         n/a            n/a
Muni Bond...............    1977          1999            1994             1990         1992           n/a
Muni Interm.............    1986          1999            1994             1990         1992           n/a
Muni Strat..............    1996          1999            1996             1996         1996
Pacific.................     n/a          1999             n/a            [1991]        n/a            n/a
Sr Float................    1989          1999            1994             1990         1992           n/a
Sr Float II.............   [1999]         1999            1999            [1999]       [1999]          n/a
Short Gl Inc............     n/a          1999             n/a             1990         n/a            n/a
Strat Div...............    1987          1999            1994             1990         1992           n/a
U.S. High Yield.........    1998          1999            1998             1998         1998           n/a
Corp Acc................   [1977]         1999            1993             1991         1992           n/a
Muni Acc................   [1977]         1999            1993            [1991]       [1992]          n/a


                            West      Zeikel       Zinbarg
                         ---------   --------    -----------
                                           
Mer Gl Hold............  [      ]    [      ]       1994
Internet...............    2000       2000          2000
Am Inc.................    1993       1993          1994
Corp Bond..............    1981       1977          n/a
Dev Cap................    1989       1989          1994
Dragon.................    1992       1992          1994
Euro...................    1986       1986          1994
Gl Al..................    1988       1988          1994
Gl Bond................    1991       1991          1994
Gl Fin.................    1999       1999          n/a
Gl Small...............    1994       1994          1994
Gl Tech................   [1998]     [1998]        [1998]
Gl Utility.............    1990       1990          n/a
Gl Val.................    1996       1996          1996
Healthcare.............  [      ]    [      ]       1994
High Income............    1997       1997          n/a
Int'l Eq...............   [1993]     [1993]         1994
ML Internet............    2000       2000          2000
Latin..................    1991       1991          1994
Muni Bond..............    1981       1977          n/a
Muni Interm............    1986       1986          n/a
Muni Strat.............    1996       1996          n/a
Pacific................   [1991]     [1986]         1994
Sr Float...............    1989       1989          n/a
Sr Float II............   [1999]     [1999]         n/a
Short Gl Inc...........    1990       1990          1994
Strat Div..............    1987       1987          n/a
U.S. High Yield........    1998       1998          n/a
Corp Acc...............    1981      [1977]         n/a
Muni Acc...............   [1981]     [1977]         n/a





     Set forth in the table below is information regarding Board and committee
meetings held, and the aggregate fees and expenses paid by each Fund to
non-affiliated Board Members during each Fund's most recently completed fiscal
year.






                                                     Board
                               -------------------------------------------------
                                 Number of           Annual         Per Meeting
Fund                           Meetings Held*         Fee              Fee**
- ---------------------------------------------   --------------------------------
                                                              
Mer Gl Hold..............                          $3,500               $500
Internet.................                          $3,500               $500
Am Inc...................                          $3,500               $500
Corp Bond................                          $4,500               $300
Dev Cap..................                          $3,500               $500
Dragon...................                          $3,500               $500
Euro.....................                          $3,500               $500
Gl Al....................                          $3,500               $500
Gl Bond..................                          $3,500               $500
Gl Fin...................                          $2,000               $400
Gl Small.................                          $3,500               $500
Gl Tech..................                          $3,500               $500
Gl Utility...............                          $2,000               $400
Gl Val...................                          $3,500               $500
Healthcare...............                          $3,500               $500
High Income..............                          $3,000               $300
Int'l Eq.................                          $3,500               $500
ML Internet..............                          $3,500               $500
Latin....................                          $3,500               $500
Muni Bond................                          $3,000               $400
Muni Interm..............                            $800               $100
Muni Strat...............                          $3,000               $300
Pacific..................                          $3,500               $500
Sr Float.................                          $3,000               $300
Sr Float II..............                          $3,000               $300
Short Gl Inc.............                          $3,500               $500
Strat Div................                          $2,000               $400
U.S. High Yield..........                          $3,000               $300
Corp Acc.................                            $800               $100
Muni Acc.................                            $800               $100


                                                                  Audit Committee
                          -------------------------------------------------------------------------------   ----------
                            Number of                                                                        Aggregate
                            Meetings      Annual        Per Meeting     Chairman Annual     Chairman Per     Fees and
                              Held         Fee              Fee**              Fee           Meeting Fee     Expenses
- ------------------------------------- -------------------------------------------------------------------   ----------
                                                                                  
Mer Gl Hold..............                  none           $500                 n/a               $250
Internet.................                  none           $500                 n/a               $250
Am Inc...................                  none           $500                 n/a               $250
Corp Bond................              $  1,400                             $1,000                n/a
Dev Cap..................                  none           $500                 n/a               $250
Dragon...................                  none           $500                 n/a               $250
Euro.....................                  none           $500                 n/a               $250
Gl Al....................                  none           $500                 n/a               $250
Gl Bond..................                  none           $500                 n/a               $250
Gl Fin...................              $    900                             $1,000                n/a
Gl Small.................                  none           $500                 n/a               $250
Gl Tech..................                  none           $500                 n/a               $250
Gl Utility...............              $    900                             $1,000                n/a
Gl Val...................                  none           $500                 n/a               $250
Healthcare...............                  none           $500                 n/a               $250
High Income..............              $    900                             $1,000                n/a
Int'l Eq.................                  none           $500                 n/a               $250
ML Internet..............                  none           $500                 n/a               $250
Latin....................                  none           $500                 n/a               $250
Muni Bond................              $  2,900                             $1,000                n/a
Muni Interm..............              $    300                             $1,000                n/a
Muni Strat...............              $    900                             $1,000                n/a
Pacific..................                  none           $500                 n/a               $250
Sr Float.................              $    900                             $1,000                n/a
Sr Float II..............              $    900                             $1,000                n/a
Short Gl Inc.............                  none           $500                 n/a               $250
Strat Div................              $    900                             $1,000                n/a
U.S. High Yield..........              $    900                             $1,000                n/a
Corp Acc.................              $    300                             $1,000                n/a
Muni Acc.................              $    300                             $1,000                n/a


- ------------------

*      Includes meetings held via teleconferencing equipment.
**     The fee is payable for each meeting attended in person. No fee is paid for telephonic meetings.





     Set forth in the table below is information regarding compensation paid
by each Fund to the non-affiliated Board Members during each Fund's most
recently completed fiscal year.





                                                                    Compensation Paid by Each Fund ($)*
                                     --------------------------------------------------------------------------------------------
Fund                                  Forbes        Montgomery        Reilly        Ryan         Suddarth        West     Zinbarg
- ----                                  ------        ---- ------       ------        ----         --------        ----     -------
                                                                                                      
Mer Gl Hold........................     n/a             n/a            n/a           n/a            n/a
Internet...........................     n/a             n/a            n/a           n/a            n/a
Am Inc.............................     n/a             n/a            n/a           n/a            n/a
Corp Bond..........................                                                                 n/a                     n/a
Dev Cap............................     n/a             n/a            n/a           n/a            n/a
Dragon.............................     n/a             n/a            n/a           n/a            n/a
Euro...............................     n/a             n/a            n/a           n/a            n/a
Gl Al..............................     n/a             n/a            n/a           n/a            n/a
Gl Bond............................     n/a             n/a            n/a           n/a            n/a
Gl Fin.............................     $0              $0              $0           $0             n/a           $0        n/a
Gl Small...........................     n/a             n/a            n/a           n/a            n/a
Gl Tech............................     n/a             n/a            n/a           n/a
Gl Utility.........................   $4,500          $4,500          $5,500       $4,500           n/a         $4,500      n/a
Gl Val.............................     n/a             n/a            n/a           n/a
Healthcare.........................     n/a             n/a            n/a           n/a            n/a
High Income........................                                                                 n/a                     n/a
Int'l Eq...........................     n/a             n/a            n/a           n/a            n/a
ML Internet........................     n/a             n/a            n/a           n/a            n/a
Latin..............................     n/a             n/a            n/a           n/a            n/a
Muni Bond..........................                                                                 n/a                     n/a
Muni Interm........................                                                                 n/a                     n/a
Muni Strat.........................                                                                 n/a                     n/a
Pacific............................     n/a             n/a            n/a           n/a            n/a
Sr Float...........................                                                                 n/a                     n/a
Sr Float II........................                                                                 n/a                     n/a
Short Gl Inc.......................     n/a             n/a            n/a           n/a            n/a
Strat Div..........................   $4,500          $4,500          $5,500       $4,500           n/a         $4,500      n/a
U.S. High Yield....................                                                                 n/a                     n/a
Corp Acc...........................                                                                 n/a                     n/a
Muni Acc...........................                                                                 n/a                     n/a

- ------------
* No pension or retirement benefits are accrued as part of Fund expenses.





     Set forth in the table below is information regarding the aggregate
compensation paid by all registered investment companies, which are advised by
FAM and its affiliate, MLAM, including the Funds ("FAM/MLAM Advised Funds"),
to the non-affiliated Board Members for the year ended December 31, 1999.




                                           Aggregate Compensation
                                           Paid to Board Members by
Name of Board Member                      FAM/MLAM Advised Funds(1)
- --------------------                 ------------------------------
                                            

Ronald W. Forbes..................             $213,900
Cynthia A. Montgomery.............             $213,900
Charles C. Reilly.................             $400,025
Kevin A. Ryan.....................             $213,900
Roscoe S. Suddarth................                none(2)
Richard R. West...................             $388,775
Edward D. Zinbarg.................             $140,875



- ----------------
(1)  The Board Members serve on the boards of FAM/MLAM-advised funds as
     follows:  Mr. Forbes (36 registered investment companies consisting
     of 49 portfolios); Ms. Montgomery (36 registered investment companies
     consisting of 49 portfolios); Mr. Reilly (57 registered investment
     companies consisting of 68 portfolios); Mr. Ryan (36 registered
     investment companies consisting of 49 portfolios); Mr. Suddarth
     (3 registered investment companies consisting of 3 portfolios);
     Mr. West (65 registered investment companies consisting of 72 portfolios);
     and Mr. Zinbarg (21 registered investment companies consisting of 19
     portfolios).
(2)  Mr. Suddarth was appointed a Board Member of certain MLAM/FAM-advised
     Funds on January 20, 2000.




o          Information Pertaining to Officers




Name                            Age          Principal Occupation During Past Five Years
                                   

Terry K. Glenn                  59       Executive Vice President of MLAM and FAM since 1983;
                                         Executive Vice President and Director of Princeton Services
                                         since 1993; President of Princeton Funds Distributor, Inc.
                                         ("PFD") since 1986 and Director thereof since 1991; President
                                         of Princeton Administrators, L.P. since 1988.

Robert C. Doll, Jr.             45       Senior Vice President of MLAM and FAM since 1999; Senior Vice
                                         President of Princeton Services since 1999; Chief Investment
                                         Officer of OppenheimerFunds, Inc. in 1999 and Executive Vice
                                         President thereof from 1991 to 1999.

Vincent R. Giordano             54       Senior Vice President of FAM and MLAM since 1984; Portfolio
                                         Manager of FAM and MLAM since 1977; Senior Vice President of
                                         Princeton Services since 1993.

Joseph T. Monagle, Jr.          52       Senior Vice President of MLAM and FAM since 1990; Department
                                         Head of the Global Fixed Income Division of MLAM and FAM since
                                         1997; Senior Vice President of Princeton Services since 1993.

Donald C. Burke                 39       Senior Vice President and Treasurer of MLAM and FAM since 1999;
                                         Senior Vice President and Treasurer of Princeton Services since
                                         1999; Vice President of PFD since 1999; First Vice President of
                                         MLAM from 1997 to 1999; Vice President of MLAM from 1990 to
                                         1997; Director of Taxation of MLAM since 1990.

Christopher G. Ayoub            44       First Vice President of MLAM since 1997; Vice President of MLAM
                                         from 1985 to 1997; Assistant Vice President of MLAM from 1984 to
                                         1985.

Kenneth L. Chiang               37       First Vice President of MLAM since 1998; Managing Partner of
                                         Samuel Asset Management from 1997 to 1998; Vice President and
                                         Portfolio Manager of MLAM from 1993 to 1997.

James Ellman                    31       First Vice President of MLAM since 1999; Portfolio Manager with
                                         AIM Advisors, Inc. and its predecessors from 1995 and 1999.

Lawrence R. Fuller              58       First Vice President of MLAM since 1997 and Vice President of
                                         MLAM from 1992 to 1997.

Bryan N. Ison                   44       First Vice President of MLAM since 1997.  Vice President of MLAM
                                         from 1985 to 1997; Portfolio Manager of MLAM since 1984.

Clive D. Lang                   49       Vice President of MLAM since 1997; associated with Merrill Lynch
                                         Asset Management U.K. Limited ("MLAM U.K.") since 1997 and prior
                                         to that was the Chief Investment Officer of Panagora Asset
                                         Management Limited.

Vincent T. Lathbury, III        59       First Vice President of MLAM since 1997; Vice President of MLAM
                                         from 1982 to 1997; Portfolio Manager of MLAM since 1982.

Paul Gerard Meeks               37       First Vice President and Portfolio Manager of MLAM since May
                                         1998; various positions with Jurika & Voyles, L.P. from 1994 to
                                         1998, including technology analyst from 1994 to 1998, director
                                         of research from 1995 to 1998, principal from 1996 to 1998 and
                                         portfolio manager of the Jurika & Voyles Mini-Cap Fund from 1997
                                         to 1998.

A. Grace Pineda                 43       First Vice President of MLAM since 1997; Senior Portfolio Manager
                                         of MLAM since 1987; Vice President of MLAM from 1989 to 1997.

Walter D. Rogers                57       First Vice President of MLAM since 1997; Vice President of MLAM
                                         since 1987.

Jordan C. Schreiber             69       First Vice President of MLAM since 1997; Vice President of MLAM
                                         from 1983 to 1997; Portfolio Manager with MLAM since 1983.

Stephen I. Silverman            49       First Vice President of MLAM since 1997 and Portfolio Manager of
                                         MLAM since 1983; Vice President of MLAM from 1993 to 1997.

Kara W.Y. Tan Bhala             40       First Vice President of MLAM since 1997; Vice President of MLAM
                                         from 1992 to 1997; Senior Portfolio Manager of MLAM and FAM
                                         since 1992.

Hubertus Aarts                  36       Vice President and Portfolio Manager of MLAM UK  since 1995;
                                         Portfolio Manager with Mees Pierson from 1993 to 1995 and with
                                         its predecessor, Pierson Heldring & Pierson, from 1990 to 1993.

William R. Bock                 63       Vice President of MLAM since 1989.

Robert A. DiMella, CFA          32       Vice President of MLAM since 1997; Assistant Vice President of
                                         MLAM from 1995 to 1997; Assistant Portfolio Manager of MLAM from
                                         1993 to 1995.

Harry J. Escobar                54       Director (Global Fixed Income) of MLAM since 1998; Senior Vice
                                         President in the Fixed Income Group at Lehman Brothers, Inc.
                                         from 1991 to 1998.

Edward F. Gobora                34       Vice President and Portfolio Manager with MLAM since 1993.

Kenneth A. Jacob                48       First Vice President of MLAM since 1997; Vice President of MLAM
                                         from 1984 to 1997; Vice President of FAM since 1984.

Richard C. Kilbride             44       First Vice President of MLAM since 1999; Managing Director of
                                         Merrill Lynch Mercury Asset Management and Hotchkis and Wiley
                                         from 1997 to 1999; Managing Director of Global Fixed Income at
                                         Merrill Lynch Global Asset Management, Ltd., from 1995 to 1997;
                                         Vice President of MLAM from 1990 to 1995.

John Loffredo, CFA              35       Vice President of MLAM since 1991.

Gilles Marchand                 36       Vice President of MLAM since 1997; Credit Analyst at MLAM from
                                         1996 to 1997; Security Analyst at Massachusetts Mutual Insurance
                                         Company from 1990 to 1996.

Walter O'Connor                 37       Director (Municipal Tax-Exempt) of MLAM since 1997; Vice
                                         President of MLAM from 1993 to 1997.

Roberto W. Roffo                33       Vice President of MLAM since 1996; Portfolio Manager with MLAM
                                         since 1992.

Romualdo Roldan                 53       Vice President of MLAM since 1998; Senior Vice President of
                                         Santander Investment Securities from 1995 to 1998.

James E. Russell                46       First Vice President of MLAM since 1997; Vice President of MLAM
                                         from 1992 to 1997.

Dennis Stattman                 48       First Vice President of MLAM since 1998; Vice President of MLAM
                                         from 1989 to 1998.

Peter J. Hayes                  40       First Vice President of MLAM since 1997; Vice President of MLAM
                                         from 1988 to 1997.

Theodore R. Jaeckel             38       Director (Municipal Tax-Exempt Fund Management) of MLAM since
                                         1997; Vice President of MLAM since 1991.

Aldona Schwartz                 50       Vice President of MLAM since 1980.

Susan B. Baker                  42       Director (Legal Advisory) of MLAM since 1999; Vice President of
                                         MLAM from 1993 to 1999; attorney associated with MLAM since 1987.

Phillip S. Gillespie            36       Director (Legal Advisory) of MLAM since _______; attorney associated
                                         with MLAM and FAM since 1998; Assistant General Counsel of Chancellor
                                         LGT Asset Management Inc. from 1997 to 1998; Senior Counsel and
                                         Attorney in the Division of Investment Management and the Office
                                         of General Counsel at the U.S. Securities and Exchange
                                         Commission from 1993 to 1997.

Robert Harris                   47       First Vice President of MLAM since 1997; Vice President of MLAM
                                         from 1984 to 1997; attorney associated with MLAM since 1980;
                                         Secretary of PFD since 1982.

Bradley J. Lucido               35       Vice President of MLAM since 1999; attorney with MLAM since
                                         1995; attorney in private practice from 1991 to 1995.

Lori A. Martin                  37       Vice President of MLAM since 1998; attorney in private practice
                                         from 1989 to 1998.

Allan J. Oster                  37       Vice President of MLAM since 2000; attorney with MLAM from 1999
                                         to 2000; associate with Drinker, Biddle & Reath LLP from 1996 to
                                         1999; Senior Counsel with the U.S. Securities and Exchange
                                         Commission from 1991 to 1996.

Robert E. Putney, III           39       Director (Legal Advisory) of MLAM and Princeton Adminstrators,
                                         L.P. since 1997; Vice President of MLAM from 1994 to 1997; Vice
                                         President of Princeton Administrators, L.P. from 1996 to 1997;
                                         attorney with MLAM from 1991 to 1994.

Ira P. Shapiro                  36       First Vice President of MLAM since 1998; Director (Legal
                                         Advisory) of MLAM from 1997 to 1998; Vice President of MLAM from
                                         1996 to 1997; attorney with MLAM and FAM from 1993 to 1996.

William E. Zitelli              31       Vice President of MLAM since 2000; Attorney with MLAM since 1998;
                                         attorney associated with Pepper Hamilton LLP from 1997 to 1998; attorney
                                         associated with Reboul, MacMurray, Hewitt, Maynard & Kristol from 1994
                                         to 1997.





Set forth in the table below are the names of the officers of each of the
Funds, and the years in which they were first elected to their respective
offices.





- -------------------------      --------      -------      ------      ---------      -------      --------      --------

                                 Mer          Inter-                     Corp          Dev
     Name       Office         GI Hold         net        AmInc         Bond          Cap         Dragon         Euro
- -------------------------      --------      -------      ------      ---------      -------      --------      --------


                                                                                          
  Terry K.    President*        1999          2000         1999         [     ]        1997         1999          1999
    Glenn     Executive        [1995]                     [1994]        [     ]       [1989]       [1992]        [1987]
              Vice
              President
- -------------------------      --------      -------      ------      ---------      -------      --------      --------
- -------------------------      --------      -------      ------      ---------      -------      --------      --------

  Robert C.   Senior           [1999]         2000          --            --          1999          1999         [1999]
  Doll, Jr.   Vice
              President
- -------------------------      --------      -------      ------      ---------      -------      --------      --------
- -------------------------      --------      -------      ------      ---------      -------      --------      --------

 Vincent R.   Senior             --           --            --            --           --            --           --
  Giordano    Vice
              President
              Vice Pres.
- -------------------------      --------      -------      ------      ---------      -------      --------      --------
- -------------------------      --------      -------      ------      ---------      -------      --------      --------

  Joseph T.   Senior             --           --          [1993]        [     ]        --            --           --
Monagle, Jr.  Vice
              President
- -------------------------      --------      -------      ------      ---------      -------      --------      --------
- -------------------------      --------      -------      ------      ---------      -------      --------      --------

  Donald C.   Vice
    Burke     President         1996          2000        [1994]        [     ]        1997        [1993]         1993
              Treasurer         1999          2000         1999         [     ]        1999         1999          1999
- -------------------------      --------      -------      ------      ---------      -------      --------      --------
- -------------------------      --------      -------      ------      ---------      -------      --------      --------

 Christopher  Senior             --           --            --          [     ]        --            --           --
  L. Ayoub    Vice
              President
              and
              Portfolio
               Manager
- -------------------------      --------      -------      ------      ---------      -------      --------      --------
- -------------------------      --------      -------      ------      ---------      -------      --------      --------

 Kenneth L.   Senior             --           --            --            --           --            --           --
   Chiang     Vice
              President
              Vice Pres.
- -------------------------      --------      -------      ------      ---------      -------      --------      --------
- -------------------------      --------      -------      ------      ---------      -------      --------      --------

James Ellman  Senior             --           --            --            --           --            --           --
              Vice
              President
              and
              Portfolio
               Manager
- -------------------------      --------      -------      ------      ---------      -------      --------      --------
- -------------------------      --------      -------      ------      ---------      -------      --------      --------

 Lawrence R.  Senior           [1998]         --            --            --           --            --           --
   Fuller     Vice
              President
- -------------------------      --------      -------      ------      ---------      -------      --------      --------
- -------------------------      --------      -------      ------      ---------      -------      --------      --------

Bryan N. Ison Senior             --           --            --            --           --            --           --
              Vice
              President
              Vice
              President
- -------------------------      --------      -------      ------      ---------      -------      --------      --------
- -------------------------      --------      -------      ------      ---------      -------      --------      --------

Clive D. Lang Senior             --           --            --            --           --            --           --
              Vice
              President
- -------------------------      --------      -------      ------      ---------      -------      --------      --------
- -------------------------      --------      -------      ------      ---------      -------      --------      --------

 Vincent T.   Senior             --           --            --          [     ]        --            --           --
Lathbury III  Vice
              President
              and
              Portfolio
               Manager
- -------------------------      --------      -------      ------      ---------      -------      --------      --------
- -------------------------      --------      -------      ------      ---------      -------      --------      --------

Paul G. Meeks Senior             --           2000          --            --           --            --           --
              Vice
              President
- -------------------------      --------      -------      ------      ---------      -------      --------      --------
- -------------------------      --------      -------      ------      ---------      -------      --------      --------

  A. Grace    Senior             --           --            --            --          [1989]         --           --
   Pineda     Vice
              President;
              Vice Pres.
- -------------------------      --------      -------      ------      ---------      -------      --------      --------
- -------------------------      --------      -------      ------      ---------      -------      --------      --------

  Walter D.   Senior             --           --            --            --           --            --           --
   Rogers     Vice
              President
              and
              Portfolio
               Manager
- -------------------------      --------      -------      ------      ---------      -------      --------      --------
- -------------------------      --------      -------      ------      ---------      -------      --------      --------

  Jordan C.   Senior             --           --            --            --           --            --           --
  Schreiber   Vice
              President
- -------------------------      --------      -------      ------      ---------      -------      --------      --------
- -------------------------      --------      -------      ------      ---------      -------      --------      --------

 Stephen I.   Senior             --           --            --            --           --            --           --
  Silverman   Vice
              President;
              Vice
              President
- -------------------------      --------      -------      ------      ---------      -------      --------      --------
- -------------------------      --------      -------      ------      ---------      -------      --------      --------

  Kara W.Y.   Senior             --           --            --            --           --          [1993]        [    ]
  Tan Bhala   Vice                                                                                 [1992]
              President
              Vice Pres.
- -------------------------      --------      -------      ------      ---------      -------      --------      --------
- -------------------------      --------      -------      ------      ---------      -------      --------      --------

  Hubertus    Vice               --           --            --            --           --            --           --
    Aarts     President
- -------------------------      --------      -------      ------      ---------      -------      --------      --------
- -------------------------      --------      -------      ------      ---------      -------      --------      --------

 William R.   Vice               --           --            --            --           --            --           --
    Bock      President
- -------------------------      --------      -------      ------      ---------      -------      --------      --------
- -------------------------      --------      -------      ------      ---------      -------      --------      --------

  Robert A.   Vice               --           --            --            --           --            --           --
   DiMella    President
- -------------------------      --------      -------      ------      ---------      -------      --------      --------
- -------------------------      --------      -------      ------      ---------      -------      --------      --------

  Harry J.    Vice               --           --            --            --           --            --           --
   Escobar    President
- -------------------------      --------      -------      ------      ---------      -------      --------      --------
- -------------------------      --------      -------      ------      ---------      -------      --------      --------

  Edward F.   Vice               --           --            --            --           --            --           --
   Gobora     President
- -------------------------      --------      -------      ------      ---------      -------      --------      --------
- -------------------------      --------      -------      ------      ---------      -------      --------      --------

 Kenneth A.   Vice               --           --            --            --           --            --           --
    Jacob     President
- -------------------------      --------      -------      ------      ---------      -------      --------      --------
- -------------------------      --------      -------      ------      ---------      -------      --------      --------

 Richard C.   Vice               --           --            --            --           --            --           --
  Kilbride    President
- -------------------------      --------      -------      ------      ---------      -------      --------      --------
- -------------------------      --------      -------      ------      ---------      -------      --------      --------

    John      Vice               --           --            --            --           --            --           --
Loffredo,    President
    CFA
- -------------------------      --------      -------      ------      ---------      -------      --------      --------
- -------------------------      --------      -------      ------      ---------      -------      --------      --------

   Gilles     Vice               --           --            --            --           --            --           --
  Marchand    President
- -------------------------      --------      -------      ------      ---------      -------      --------      --------
- -------------------------      --------      -------      ------      ---------      -------      --------      --------

   Walter     Vice               --           --            --            --           --            --           --
  O'Connor    President
- -------------------------      --------      -------      ------      ---------      -------      --------      --------
- -------------------------      --------      -------      ------      ---------      -------      --------      --------

 Roberto W.   Vice               --           --            --            --           --            --           --
    Roffo     President
- -------------------------      --------      -------      ------      ---------      -------      --------      --------
- -------------------------      --------      -------      ------      ---------      -------      --------      --------

  Romualdo    Vice               --           --           1999           --           --            --           --
   Roldan     President
- -------------------------      --------      -------      ------      ---------      -------      --------      --------
- -------------------------      --------      -------      ------      ---------      -------      --------      --------

  James E.    Vice               --           --            --            --           --            --           --
   Russell    President
- -------------------------      --------      -------      ------      ---------      -------      --------      --------
- -------------------------      --------      -------      ------      ---------      -------      --------      --------

  Dennis W.   Vice               --           --            --            --           --            --           --
  Stattman    President
- -------------------------      --------      -------      ------      ---------      -------      --------      --------
- -------------------------      --------      -------      ------      ---------      -------      --------      --------

  Peter S.    Vice               --           --            --            --           --            --           --
    Hayes     President
              and
              Portfolio
               Manager
- -------------------------      --------      -------      ------      ---------      -------      --------      --------
- -------------------------      --------      -------      ------      ---------      -------      --------      --------

 Theodore R.  Vice               --           --            --            --           --            --           --
Jaeckel, Jr.  President
              and
              Portfolio
               Manager
- -------------------------      --------      -------      ------      ---------      -------      --------      --------
- -------------------------      --------      -------      ------      ---------      -------      --------      --------

   Aldona     Vice               --           --            --            --           --            --           --
  Schwartz    President
              and
              Portfolio
               Manager
- -------------------------      --------      -------      ------      ---------      -------      --------      --------
- -------------------------      --------      -------      ------      ---------      -------      --------      --------

  Susan B.                       --           2000          --            --          [    ]         --           --
    Baker     Secretary
- -------------------------      --------      -------      ------      ---------      -------      --------      --------
- -------------------------      --------      -------      ------      ---------      -------      --------      --------

 Phillip S.                      --           --            --            --           --           1998          --
  Gillespie   Secretary
- -------------------------      --------      -------      ------      ---------      -------      --------      --------
- -------------------------      --------      -------      ------      ---------      -------      --------      --------

Robert Harris Secretary         1995          --            --            --           --            --           --
- -------------------------      --------      -------      ------      ---------      -------      --------      --------
- -------------------------      --------      -------      ------      ---------      -------      --------      --------

 Bradley J.                      --           --            --            --           --            --           --
   Lucido     Secretary
- -------------------------      --------      -------      ------      ---------      -------      --------      --------
- -------------------------      --------      -------      ------      ---------      -------      --------      --------

   Lori A.                       --           --            --            --           --            --           --
   Martin     Secretary
- -------------------------      --------      -------      ------      ---------      -------      --------      --------
- -------------------------      --------      -------      ------      ---------      -------      --------      --------

  Allan J.                       --           --           2000           --           --            --           --
    Oster     Secretary
- -------------------------      --------      -------      ------      ---------      -------      --------      --------
- -------------------------      --------      -------      ------      ---------      -------      --------      --------

  Robert E.                      --           --            --            --           --            --          [1999]
 Putney, III  Secretary
- -------------------------      --------      -------      ------      ---------      -------      --------      --------
- -------------------------      --------      -------      ------      ---------      -------      --------      --------

   Ira P.                        --           --            --            --           --            --           --
   Shapiro    Secretary
- -------------------------      --------      -------      ------      ---------      -------      --------      --------
- -------------------------      --------      -------      ------      ---------      -------      --------      --------

 William E.                      --           --            --          [     ]        --            --           --
   Zitelli    Secretary
- -------------------------      --------      -------      ------      ---------      -------      --------      --------



- -------------------------            -------      --------      --------      --------      -----      ---------      --------

                                                     G1                         G1            G1           G1
     Name       Office                Gl Al         Bond         Gl Fin        Small         Tech        Utility       Gl Val
- -------------------------            -------      --------      --------      --------      -----      ---------      --------


                                                                                                
  Terry K.    President*              1999          1998          1999         1999         [   [         1999          1999
    Glenn     Executive               1988         [1991]         --          [1994]        [   [          --           1996
              Vice
              President
- -------------------------            -------      --------      --------      --------      -----      ---------      --------
- -------------------------            -------      --------      --------      --------      -----      ---------      --------

  Robert C.   Senior                 1999            --           1999          --          1999          1999         1999
  Doll, Jr.   Vice
              President
- -------------------------            -------      --------      --------      --------      -----      ---------      --------
- -------------------------            -------      --------      --------      --------      -----      ---------      --------

 Vincent R.   Senior                   --            --           --            --           --            --            --
  Giordano    Vice
              President
              Vice Pres.
- -------------------------            -------      --------      --------      --------      -----      ---------      --------
- -------------------------            -------      --------      --------      --------      -----      ---------      --------

  Joseph T.   Senior                   --          [1997]         --            --           --            --            --
Monagle, Jr.  Vice
              President
- -------------------------            -------      --------      --------      --------      -----      ---------      --------
- -------------------------            -------      --------      --------      --------      -----      ---------      --------

  Donald C.   Vice
    Burke     President               1995          1995          1999         1994         1999          1995         1996
              Treasurer               1999          1999          1999         1999         1999          1999         1999
- -------------------------            -------      --------      --------      --------      -----      ---------      --------
- -------------------------            -------      --------      --------      --------      -----      ---------      --------

 Christopher  Senior                   --            --           --            --           --            --            --
  L. Ayoub    Vice
              President
              and
              Portfolio
               Manager
- -------------------------            -------      --------      --------      --------      -----      ---------      --------
- -------------------------            -------      --------      --------      --------      -----      ---------      --------

 Kenneth L.   Senior                   --            --           --          1994           --            --            --
   Chiang     Vice                                                            [1996]
              President
              Vice Pres.
- -------------------------            -------      --------      --------      --------      -----      ---------      --------
- -------------------------            -------      --------      --------      --------      -----      ---------      --------

James Ellman  Senior                   --            --           1999          --           --            --            --
              Vice
              President
              and
              Portfolio
               Manager
- -------------------------            -------      --------      --------      --------      -----      ---------      --------
- -------------------------            -------      --------      --------      --------      -----      ---------      --------

 Lawrence R.  Senior                   --            --           --            --           --            --            --
   Fuller     Vice
              President
- -------------------------            -------      --------      --------      --------      -----      ---------      --------
- -------------------------            -------      --------      --------      --------      -----      ---------      --------

Bryan N. Ison Senior                 1997            --           --            --           --            --            --
              Vice                   1988
              President
              Vice
              President
- -------------------------            -------      --------      --------      --------      -----      ---------      --------
- -------------------------            -------      --------      --------      --------      -----      ---------      --------

Clive D. Lang Senior                   --            --           --            --           --            --            --
              Vice
              President
- -------------------------            -------      --------      --------      --------      -----      ---------      --------
- -------------------------            -------      --------      --------      --------      -----      ---------      --------

 Vincent T.   Senior                   --            --           --            --           --            --            --
Lathbury III  Vice
              President
              and
              Portfolio
               Manager
- -------------------------            -------      --------      --------      --------      -----      ---------      --------
- -------------------------            -------      --------      --------      --------      -----      ---------      --------

Paul G. Meeks Senior                   --            --           --            --          1999           --            --
              Vice
              President
- -------------------------            -------      --------      --------      --------      -----      ---------      --------
- -------------------------            -------      --------      --------      --------      -----      ---------      --------

  A. Grace    Senior                   --            --           --            --           --            --            --
   Pineda     Vice
              President;
              Vice Pres.
- -------------------------            -------      --------      --------      --------      -----      ---------      --------
- -------------------------            -------      --------      --------      --------      -----      ---------      --------

  Walter D.   Senior                   --            --           --            --           --           1997           --
   Rogers     Vice
              President
              and
              Portfolio
               Manager
- -------------------------            -------      --------      --------      --------      -----      ---------      --------
- -------------------------            -------      --------      --------      --------      -----      ---------      --------

  Jordan C.   Senior                   --            --           --            --           --            --            --
  Schreiber   Vice
              President
- -------------------------            -------      --------      --------      --------      -----      ---------      --------
- -------------------------            -------      --------      --------      --------      -----      ---------      --------

 Stephen I.   Senior                   --            --           --            --           --            --           1997
  Silverman   Vice                                                                                                      1996
              President;
              Vice
              President
- -------------------------            -------      --------      --------      --------      -----      ---------      --------
- -------------------------            -------      --------      --------      --------      -----      ---------      --------

  Kara W.Y.   Senior                   --            --           --            --           --            --            --
  Tan Bhala   Vice
              President
              Vice Pres.
- -------------------------            -------      --------      --------      --------      -----      ---------      --------
- -------------------------            -------      --------      --------      --------      -----      ---------      --------

  Hubertus    Vice                     --            --           --          [1998]         --            --            --
    Aarts     President
- -------------------------            -------      --------      --------      --------      -----      ---------      --------
- -------------------------            -------      --------      --------      --------      -----      ---------      --------

 William R.   Vice                     --            --           --            --           --            --            --
    Bock      President
- -------------------------            -------      --------      --------      --------      -----      ---------      --------
- -------------------------            -------      --------      --------      --------      -----      ---------      --------

  Robert A.   Vice                     --            --           --            --           --            --            --
   DiMella    President
- -------------------------            -------      --------      --------      --------      -----      ---------      --------
- -------------------------            -------      --------      --------      --------      -----      ---------      --------

  Harry J.    Vice                     --          [1999]         --            --           --            --            --
   Escobar    President
- -------------------------            -------      --------      --------      --------      -----      ---------      --------
- -------------------------            -------      --------      --------      --------      -----      ---------      --------

  Edward F.   Vice                     --            --           --            --           --            --            --
   Gobora     President
- -------------------------            -------      --------      --------      --------      -----      ---------      --------
- -------------------------            -------      --------      --------      --------      -----      ---------      --------

 Kenneth A.   Vice                     --            --           --            --           --            --            --
    Jacob     President
- -------------------------            -------      --------      --------      --------      -----      ---------      --------
- -------------------------            -------      --------      --------      --------      -----      ---------      --------

 Richard C.   Vice                     --            --           --            --           --            --            --
  Kilbride    President
- -------------------------            -------      --------      --------      --------      -----      ---------      --------
- -------------------------            -------      --------      --------      --------      -----      ---------      --------

    John      Vice                     --            --           --            --           --            --            --
Loffredo,   President
    CFA
- -------------------------            -------      --------      --------      --------      -----      ---------      --------
- -------------------------            -------      --------      --------      --------      -----      ---------      --------

   Gilles     Vice                     --            --           --            --           --            --            --
  Marchand    President
- -------------------------            -------      --------      --------      --------      -----      ---------      --------
- -------------------------            -------      --------      --------      --------      -----      ---------      --------

   Walter     Vice                     --            --           --            --           --            --            --
  O'Connor    President
- -------------------------            -------      --------      --------      --------      -----      ---------      --------
- -------------------------            -------      --------      --------      --------      -----      ---------      --------

 Roberto W.   Vice                     --            --           --            --           --            --            --
    Roffo     President
- -------------------------            -------      --------      --------      --------      -----      ---------      --------
- -------------------------            -------      --------      --------      --------      -----      ---------      --------

  Romualdo    Vice                     --            --           --            --           --            --            --
   Roldan     President
- -------------------------            -------      --------      --------      --------      -----      ---------      --------
- -------------------------            -------      --------      --------      --------      -----      ---------      --------

  James E.    Vice                     --            --           --          [1994]         --            --            --
   Russell    President
- -------------------------            -------      --------      --------      --------      -----      ---------      --------
- -------------------------            -------      --------      --------      --------      -----      ---------      --------

  Dennis W.   Vice                    1996           --           --            --           --            --            --
  Stattman    President
- -------------------------            -------      --------      --------      --------      -----      ---------      --------
- -------------------------            -------      --------      --------      --------      -----      ---------      --------

  Peter S.    Vice                     --            --           --            --           --            --            --
    Hayes     President
              and
              Portfolio
               Manager
- -------------------------            -------      --------      --------      --------      -----      ---------      --------
- -------------------------            -------      --------      --------      --------      -----      ---------      --------

 Theodore R.  Vice                     --            --           --            --           --            --            --
Jaeckel, Jr.  President
              and
              Portfolio
               Manager
- -------------------------            -------      --------      --------      --------      -----      ---------      --------
- -------------------------            -------      --------      --------      --------      -----      ---------      --------

   Aldona     Vice                     --            --           --            --           --            --            --
  Schwartz    President
              and
              Portfolio
               Manager
- -------------------------            -------      --------      --------      --------      -----      ---------      --------
- -------------------------            -------      --------      --------      --------      -----      ---------      --------

  Susan B.                             --            --           --           1999          --            --            --
    Baker     Secretary
- -------------------------            -------      --------      --------      --------      -----      ---------      --------
- -------------------------            -------      --------      --------      --------      -----      ---------      --------

 Phillip S.                           1998           --           --            --           --            --            --
  Gillespie   Secretary
- -------------------------            -------      --------      --------      --------      -----      ---------      --------
- -------------------------            -------      --------      --------      --------      -----      ---------      --------

Robert Harris Secretary                --            --           --            --           --            --            --
- -------------------------            -------      --------      --------      --------      -----      ---------      --------
- -------------------------            -------      --------      --------      --------      -----      ---------      --------

 Bradley J.                            --            --           --            --           --            --            --
   Lucido     Secretary
- -------------------------            -------      --------      --------      --------      -----      ---------      --------
- -------------------------            -------      --------      --------      --------      -----      ---------      --------

   Lori A.                             --            --           --            --           --            --           1999
   Martin     Secretary
- -------------------------            -------      --------      --------      --------      -----      ---------      --------
- -------------------------            -------      --------      --------      --------      -----      ---------      --------

  Allan J.                             --            --           --            --           --            --            --
    Oster     Secretary
- -------------------------            -------      --------      --------      --------      -----      ---------      --------
- -------------------------            -------      --------      --------      --------      -----      ---------      --------

  Robert E.                            --            --           --            --           1999          --            --
 Putney, III  Secretary
- -------------------------            -------      --------      --------      --------      -----      ---------      --------
- -------------------------            -------      --------      --------      --------      -----      ---------      --------

   Ira P.                              --           1999          1999          --           --           1999           --
   Shapiro    Secretary
- -------------------------            -------      --------      --------      --------      -----      ---------      --------
- -------------------------            -------      --------      --------      --------      -----      ---------      --------

 William E.                            --            --           --            --           --            --            --
   Zitelli    Secretary
- -------------------------            -------      --------      --------      --------      -----      ---------      --------


- -------------------------            --------      -------      -------      ---------      --------      --------      -------

                                      Health-       High         Int'l           ML                        Muni          Muni
     Name       Office                 Care        Income          Eq         Internet       Latin         Bond          Strat
- -------------------------            --------      -------      -------      ---------      --------      --------      -------
                                                                                                   
  Terry K.    President*               1999         1999          1999          2000          1999        [     ]       1999
    Glenn     Executive               [1992]       [1990]         1994                       [1991]       [     ]       [1997]
              Vice
              President
- -------------------------            --------      -------      -------      ---------      --------      --------      -------
- -------------------------            --------      -------      -------      ---------      --------      --------      -------

  Robert C.   Senior                  [1999]         --          1999           2000          1999          --            --
  Doll, Jr.   Vice
              President
- -------------------------            --------      -------      -------      ---------      --------      --------      -------
- -------------------------            --------      -------      -------      ---------      --------      --------      -------

 Vincent R.   Senior                   --           1993          --            --            --          [     ]       [1997]
  Giordano    Vice                                 [1990]
              President
              Vice Pres.
- -------------------------            --------      -------      -------      ---------      --------      --------      -------
- -------------------------            --------      -------      -------      ---------      --------      --------      -------

  Joseph T.   Senior                   --            --           --            --            --            --            --
Monagle, Jr.  Vice
              President
- -------------------------            --------      -------      -------      ---------      --------      --------      -------
- -------------------------            --------      -------      -------      ---------      --------      --------      -------

  Donald C.   Vice
    Burke     President                1993         1994          1994          2000          1995        [     ]       [1983]
              Treasurer                1999         1999          1999          2000          1999        [     ]       1999
- -------------------------            --------      -------      -------      ---------      --------      --------      -------
- -------------------------            --------      -------      -------      ---------      --------      --------      -------

 Christopher  Senior                   --            --           --            --            --            --            --
  L. Ayoub    Vice
              President
              and
              Portfolio
               Manager
- -------------------------            --------      -------      -------      ---------      --------      --------      -------
- -------------------------            --------      -------      -------      ---------      --------      --------      -------

 Kenneth L.   Senior                   --            --           --            --            --            --            --
   Chiang     Vice
              President
              Vice Pres.
- -------------------------            --------      -------      -------      ---------      --------      --------      -------
- -------------------------            --------      -------      -------      ---------      --------      --------      -------

James Ellman  Senior                   --            --           --            --            --            --            --
              Vice
              President
              and
              Portfolio
               Manager
- -------------------------            --------      -------      -------      ---------      --------      --------      -------
- -------------------------            --------      -------      -------      ---------      --------      --------      -------

 Lawrence R.  Senior                   --            --           --            --            --            --            --
   Fuller     Vice
              President
- -------------------------            --------      -------      -------      ---------      --------      --------      -------
- -------------------------            --------      -------      -------      ---------      --------      --------      -------

Bryan N. Ison Senior                   --            --           --            --            --            --            --
              Vice
              President
              Vice
              President
- -------------------------            --------      -------      -------      ---------      --------      --------      -------
- -------------------------            --------      -------      -------      ---------      --------      --------      -------

Clive D. Lang Senior                   --            --           1998          --            --            --            --
              Vice
              President
- -------------------------            --------      -------      -------      ---------      --------      --------      -------
- -------------------------            --------      -------      -------      ---------      --------      --------      -------

 Vincent T.   Senior                   --            --           --            --            --            --            --
Lathbury III  Vice
              President
              and
              Portfolio
               Manager
- -------------------------            --------      -------      -------      ---------      --------      --------      -------
- -------------------------            --------      -------      -------      ---------      --------      --------      -------

Paul G. Meeks Senior                   --            --           --            2000          --            --            --
              Vice
              President
- -------------------------            --------      -------      -------      ---------      --------      --------      -------
- -------------------------            --------      -------      -------      ---------      --------      --------      -------

  A. Grace    Senior                   --            --           --            --           [1992]         --            --
   Pineda     Vice
              President;
              Vice Pres.
- -------------------------            --------      -------      -------      ---------      --------      --------      -------
- -------------------------            --------      -------      -------      ---------      --------      --------      -------

  Walter D.   Senior                   --            --           --            --            --            --            --
   Rogers     Vice
              President
              and
              Portfolio
               Manager
- -------------------------            --------      -------      -------      ---------      --------      --------      -------
- -------------------------            --------      -------      -------      ---------      --------      --------      -------

  Jordan C.   Senior                   1998          --           --            --            --            --            --
  Schreiber   Vice
              President
- -------------------------            --------      -------      -------      ---------      --------      --------      -------
- -------------------------            --------      -------      -------      ---------      --------      --------      -------

 Stephen I.   Senior                   --            --           --            --            --            --            --
  Silverman   Vice
              President;
              Vice
              President
- -------------------------            --------      -------      -------      ---------      --------      --------      -------
- -------------------------            --------      -------      -------      ---------      --------      --------      -------

  Kara W.Y.   Senior                   --            --           --            --            --            --            --
  Tan Bhala   Vice
              President
              Vice Pres.
- -------------------------            --------      -------      -------      ---------      --------      --------      -------
- -------------------------            --------      -------      -------      ---------      --------      --------      -------

  Hubertus    Vice                     --            --           --            --            --            --            --
    Aarts     President
- -------------------------            --------      -------      -------      ---------      --------      --------      -------
- -------------------------            --------      -------      -------      ---------      --------      --------      -------

 William R.   Vice                     --            --           --            --            --            --            --
    Bock      President
- -------------------------            --------      -------      -------      ---------      --------      --------      -------
- -------------------------            --------      -------      -------      ---------      --------      --------      -------

  Robert A.   Vice                     --            --           --            --            --            --           1997
   DiMella    President
- -------------------------            --------      -------      -------      ---------      --------      --------      -------
- -------------------------            --------      -------      -------      ---------      --------      --------      -------

  Harry J.    Vice                     --            --           --            --            --            --            --
   Escobar    President
- -------------------------            --------      -------      -------      ---------      --------      --------      -------
- -------------------------            --------      -------      -------      ---------      --------      --------      -------

  Edward F.   Vice                     --            --           --            --            --            --            --
   Gobora     President
- -------------------------            --------      -------      -------      ---------      --------      --------      -------
- -------------------------            --------      -------      -------      ---------      --------      --------      -------

 Kenneth A.   Vice                     --           1990          --            --            --          [     ]       [1996]
    Jacob     President
- -------------------------            --------      -------      -------      ---------      --------      --------      -------
- -------------------------            --------      -------      -------      ---------      --------      --------      -------

 Richard C.   Vice                     --            --           --            --            --            --            --
  Kilbride    President
- -------------------------            --------      -------      -------      ---------      --------      --------      -------
- -------------------------            --------      -------      -------      ---------      --------      --------      -------

    John      Vice                     --           1997          --            --            --            --          [1997]
Loffredo, CFA President
- -------------------------            --------      -------      -------      ---------      --------      --------      -------
- -------------------------            --------      -------      -------      ---------      --------      --------      -------

   Gilles     Vice                     --            --           --            --            --            --            --
  Marchand    President
- -------------------------            --------      -------      -------      ---------      --------      --------      -------
- -------------------------            --------      -------      -------      ---------      --------      --------      -------

   Walter     Vice                     --            --           --            --            --          [     ]         --
  O'Connor    President
- -------------------------            --------      -------      -------      ---------      --------      --------      -------
- -------------------------            --------      -------      -------      ---------      --------      --------      -------

 Roberto W.   Vice                     --            --           --            --            --            --            --
    Roffo     President
- -------------------------            --------      -------      -------      ---------      --------      --------      -------
- -------------------------            --------      -------      -------      ---------      --------      --------      -------

  Romualdo    Vice                     --            --           --            --            --            --            --
   Roldan     President
- -------------------------            --------      -------      -------      ---------      --------      --------      -------
- -------------------------            --------      -------      -------      ---------      --------      --------      -------

  James E.    Vice                     --            --           --            --            --            --            --
   Russell    President
- -------------------------            --------      -------      -------      ---------      --------      --------      -------
- -------------------------            --------      -------      -------      ---------      --------      --------      -------

  Dennis W.   Vice                     --            --           --            --            --            --            --
  Stattman    President
- -------------------------            --------      -------      -------      ---------      --------      --------      -------
- -------------------------            --------      -------      -------      ---------      --------      --------      -------

  Peter S.    Vice                     --            --           --            --            --          [     ]         --
    Hayes     President
              and
              Portfolio
               Manager
- -------------------------            --------      -------      -------      ---------      --------      --------      -------
- -------------------------            --------      -------      -------      ---------      --------      --------      -------

 Theodore R.  Vice                     --           1995          --            --            --            --            --
Jaeckel, Jr.  President
              and
              Portfolio
               Manager
- -------------------------            --------      -------      -------      ---------      --------      --------      -------
- -------------------------            --------      -------      -------      ---------      --------      --------      -------

   Aldona     Vice                     --            --           --            --            --            --            --
  Schwartz    President
              and
              Portfolio
               Manager
- -------------------------            --------      -------      -------      ---------      --------      --------      -------
- -------------------------            --------      -------      -------      ---------      --------      --------      -------

  Susan B.                             --            --           --            2000         1999           --            --
    Baker     Secretary
- -------------------------            --------      -------      -------      ---------      --------      --------      -------
- -------------------------            --------      -------      -------      ---------      --------      --------      -------

 Phillip S.                            --            --           --            --            --            --            --
  Gillespie   Secretary
- -------------------------            --------      -------      -------      ---------      --------      --------      -------
- -------------------------            --------      -------      -------      ---------      --------      --------      -------

Robert Harris Secretary               [1992]         --           1999          --            --            --            --
- -------------------------            --------      -------      -------      ---------      --------      --------      -------
- -------------------------            --------      -------      -------      ---------      --------      --------      -------

 Bradley J.                            --            --           --            --            --            --            --
   Lucido     Secretary
- -------------------------            --------      -------      -------      ---------      --------      --------      -------
- -------------------------            --------      -------      -------      ---------      --------      --------      -------

   Lori A.                             --            --           --            --            --            --            --
   Martin     Secretary
- -------------------------            --------      -------      -------      ---------      --------      --------      -------
- -------------------------            --------      -------      -------      ---------      --------      --------      -------

  Allan J.                             --            --           --            --            --            --            --
    Oster     Secretary
- -------------------------            --------      -------      -------      ---------      --------      --------      -------
- -------------------------            --------      -------      -------      ---------      --------      --------      -------

  Robert E.                            --            --           --            --            --            --            --
 Putney, III  Secretary
- -------------------------            --------      -------      -------      ---------      --------      --------      -------
- -------------------------            --------      -------      -------      ---------      --------      --------      -------

   Ira P.                              --            --           --            --            --            --            --
   Shapiro    Secretary
- -------------------------            --------      -------      -------      ---------      --------      --------      -------
- -------------------------            --------      -------      -------      ---------      --------      --------      -------

 William E.                            --           1999          --            --            --          [     ]       [    ]
   Zitelli    Secretary
- -------------------------            --------      -------      -------      ---------      --------      --------      -------



- -------------------------            --------      -------      --------      -------      --------      -------      ---------
                                                                               Sr
                                       Muni                       Sr          Float         Short         Strat         U.S.
     Name       Office                Interm       Pacific       Float          II          Gl Inc         Div         HiYield
- -------------------------            --------      -------      --------      -------      --------      -------      ---------
                                                                                              
  Terry K.    President*              1999          1999          1999        1999          1999           1999        [     ]
    Glenn     Executive               1986          1986         [1995]       [   ]         [1990]         1987        [     ]
              Vice
              President
- -------------------------            --------      -------      --------      -------      --------      -------      ---------
- -------------------------            --------      -------      --------      -------      --------      -------      ---------

  Robert C.   Senior                   --           1999          --            --            --           1999          --
  Doll, Jr.   Vice
              President
- -------------------------            --------      -------      --------      -------      --------      -------      ---------
- -------------------------            --------      -------      --------      -------      --------      -------      ---------

 Vincent R.   Senior                  1986           --           --            --            --           --            --
  Giordano    Vice
              President
              Vice Pres.
- -------------------------            --------      -------      --------      -------      --------      -------      ---------
- -------------------------            --------      -------      --------      -------      --------      -------      ---------

  Joseph T.   Senior                   --            --          1996         1999          [1993]         --          [     ]
Monagle, Jr.  Vice
              President
- -------------------------            --------      -------      --------      -------      --------      -------      ---------
- -------------------------            --------      -------      --------      -------      --------      -------      ---------

  Donald C.   Vice
    Burke     President               1993          1993         [1995]       1999           1993          1995        [     ]
              Treasurer               1999          1999         1999         1999           1999          1999        [     ]
- -------------------------            --------      -------      --------      -------      --------      -------      ---------
- -------------------------            --------      -------      --------      -------      --------      -------      ---------

 Christopher  Senior                   --            --           --            --            --           --            --
  L. Ayoub    Vice
              President
              and
              Portfolio
               Manager
- -------------------------            --------      -------      --------      -------      --------      -------      ---------
- -------------------------            --------      -------      --------      -------      --------      -------      ---------

 Kenneth L.   Senior                   --            --           --            --            --           --            --
   Chiang     Vice
              President
              Vice Pres.
- -------------------------            --------      -------      --------      -------      --------      -------      ---------
- -------------------------            --------      -------      --------      -------      --------      -------      ---------

James Ellman  Senior                   --            --           --            --            --           --            --
              Vice
              President
              and
              Portfolio
               Manager
- -------------------------            --------      -------      --------      -------      --------      -------      ---------
- -------------------------            --------      -------      --------      -------      --------      -------      ---------

 Lawrence R.  Senior                   --            --           --            --            --           --            --
   Fuller     Vice
              President
- -------------------------            --------      -------      --------      -------      --------      -------      ---------
- -------------------------            --------      -------      --------      -------      --------      -------      ---------

Bryan N. Ison Senior                   --            --           --            --            --           --            --
              Vice
              President
              Vice
              President
- -------------------------            --------      -------      --------      -------      --------      -------      ---------
- -------------------------            --------      -------      --------      -------      --------      -------      ---------

Clive D. Lang Senior                   --            --           --            --            --           --            --
              Vice
              President
- -------------------------            --------      -------      --------      -------      --------      -------      ---------
- -------------------------            --------      -------      --------      -------      --------      -------      ---------

 Vincent T.   Senior                   --            --           --            --            --           --          [     ]
Lathbury III  Vice
              President
              and
              Portfolio
               Manager
- -------------------------            --------      -------      --------      -------      --------      -------      ---------
- -------------------------            --------      -------      --------      -------      --------      -------      ---------

Paul G. Meeks Senior                   --            --           --            --            --           --            --
              Vice
              President
- -------------------------            --------      -------      --------      -------      --------      -------      ---------
- -------------------------            --------      -------      --------      -------      --------      -------      ---------

  A. Grace    Senior                   --            --           --            --            --           --            --
   Pineda     Vice
              President;
              Vice Pres.
- -------------------------            --------      -------      --------      -------      --------      -------      ---------
- -------------------------            --------      -------      --------      -------      --------      -------      ---------

  Walter D.   Senior                   --            --           --            --            --           1997          --
   Rogers     Vice
              President
              and
              Portfolio
               Manager
- -------------------------            --------      -------      --------      -------      --------      -------      ---------
- -------------------------            --------      -------      --------      -------      --------      -------      ---------

  Jordan C.   Senior                   --            --           --            --            --           --            --
  Schreiber   Vice
              President
- -------------------------            --------      -------      --------      -------      --------      -------      ---------
- -------------------------            --------      -------      --------      -------      --------      -------      ---------

 Stephen I.   Senior                   --           1997          --            --            --           --            --
  Silverman   Vice                                  1986
              President;
              Vice
              President
- -------------------------            --------      -------      --------      -------      --------      -------      ---------
- -------------------------            --------      -------      --------      -------      --------      -------      ---------

  Kara W.Y.   Senior                   --            --           --            --            --           --            --
  Tan Bhala   Vice
              President
              Vice Pres.
- -------------------------            --------      -------      --------      -------      --------      -------      ---------
- -------------------------            --------      -------      --------      -------      --------      -------      ---------

  Hubertus    Vice                     --            --           --            --            --           --            --
    Aarts     President
- -------------------------            --------      -------      --------      -------      --------      -------      ---------
- -------------------------            --------      -------      --------      -------      --------      -------      ---------

 William R.   Vice                     1997          --           --            --            --           --            --
    Bock      President
- -------------------------            --------      -------      --------      -------      --------      -------      ---------
- -------------------------            --------      -------      --------      -------      --------      -------      ---------

  Robert A.   Vice                     --            --           --            --            --           --            --
   DiMella    President
- -------------------------            --------      -------      --------      -------      --------      -------      ---------
- -------------------------            --------      -------      --------      -------      --------      -------      ---------

  Harry J.    Vice                     --            --           --            --            --           --            --
   Escobar    President
- -------------------------            --------      -------      --------      -------      --------      -------      ---------
- -------------------------            --------      -------      --------      -------      --------      -------      ---------

  Edward F.   Vice                     --            --           --            --          [1993]         --            --
   Gobora     President
- -------------------------            --------      -------      --------      -------      --------      -------      ---------
- -------------------------            --------      -------      --------      -------      --------      -------      ---------

 Kenneth A.   Vice                     1987          --           --            --            --           --            --
    Jacob     President
- -------------------------            --------      -------      --------      -------      --------      -------      ---------
- -------------------------            --------      -------      --------      -------      --------      -------      ---------

 Richard C.   Vice                     --            --           1999         1999           --           --            --
  Kilbride    President
- -------------------------            --------      -------      --------      -------      --------      -------      ---------
- -------------------------            --------      -------      --------      -------      --------      -------      ---------

    John      Vice                     --            --           --            --            --           --            --
Loffredo, CFA President
- -------------------------            --------      -------      --------      -------      --------      -------      ---------
- -------------------------            --------      -------      --------      -------      --------      -------      ---------

   Gilles     Vice                     --            --           1999         1999           --           --            --
  Marchand    President
- -------------------------            --------      -------      --------      -------      --------      -------      ---------
- -------------------------            --------      -------      --------      -------      --------      -------      ---------

   Walter     Vice                     --            --           --            --            --           --            --
  O'Connor    President
- -------------------------            --------      -------      --------      -------      --------      -------      ---------
- -------------------------            --------      -------      --------      -------      --------      -------      ---------

 Roberto W.   Vice                     --            --           --            --            --           --            --
    Roffo     President
- -------------------------            --------      -------      --------      -------      --------      -------      ---------
- -------------------------            --------      -------      --------      -------      --------      -------      ---------

  Romualdo    Vice                     --            --           --            --            --           --            --
   Roldan     President
- -------------------------            --------      -------      --------      -------      --------      -------      ---------
- -------------------------            --------      -------      --------      -------      --------      -------      ---------

  James E.    Vice                     --          [     ]        --            --            --           --            --
   Russell    President
- -------------------------            --------      -------      --------      -------      --------      -------      ---------
- -------------------------            --------      -------      --------      -------      --------      -------      ---------

  Dennis W.   Vice                     --            --           --            --            --           --            --
  Stattman    President
- -------------------------            --------      -------      --------      -------      --------      -------      ---------
- -------------------------            --------      -------      --------      -------      --------      -------      ---------

  Peter S.    Vice                     --            --           --            --            --           --            --
    Hayes     President
              and
              Portfolio
               Manager
- -------------------------            --------      -------      --------      -------      --------      -------      ---------
- -------------------------            --------      -------      --------      -------      --------      -------      ---------

 Theodore R.  Vice                     --            --           --            --            --           --            --
Jaeckel, Jr.  President
              and
              Portfolio
               Manager
- -------------------------            --------      -------      --------      -------      --------      -------      ---------
- -------------------------            --------      -------      --------      -------      --------      -------      ---------

   Aldona     Vice                     --            --           --            --            --           --          [     ]
  Schwartz    President
              and
              Portfolio
               Manager
- -------------------------            --------      -------      --------      -------      --------      -------      ---------
- -------------------------            --------      -------      --------      -------      --------      -------      ---------

  Susan B.                             --            --           --            --            --           --            --
    Baker     Secretary
- -------------------------            --------      -------      --------      -------      --------      -------      ---------
- -------------------------            --------      -------      --------      -------      --------      -------      ---------

 Phillip S.                            --            --           --            --            --           --            --
  Gillespie   Secretary
- -------------------------            --------      -------      --------      -------      --------      -------      ---------
- -------------------------            --------      -------      --------      -------      --------      -------      ---------

Robert Harris Secretary                --            --           --            --            --           --            --
- -------------------------            --------      -------      --------      -------      --------      -------      ---------
- -------------------------            --------      -------      --------      -------      --------      -------      ---------

 Bradley J.                            --            --           1999        1999            --           --            --
   Lucido     Secretary
- -------------------------            --------      -------      --------      -------      --------      -------      ---------
- -------------------------            --------      -------      --------      -------      --------      -------      ---------

   Lori A.                             --           1999          --            --            --           --            --
   Martin     Secretary
- -------------------------            --------      -------      --------      -------      --------      -------      ---------
- -------------------------            --------      -------      --------      -------      --------      -------      ---------

  Allan J.                             --            --           --            --           2000          --            --
    Oster     Secretary
- -------------------------            --------      -------      --------      -------      --------      -------      ---------
- -------------------------            --------      -------      --------      -------      --------      -------      ---------

  Robert E.                            --            --           --            --            --           --            --
 Putney, III  Secretary
- -------------------------            --------      -------      --------      -------      --------      -------      ---------
- -------------------------            --------      -------      --------      -------      --------      -------      ---------

   Ira P.                              --            --           --            --            --           1999          --
   Shapiro    Secretary
- -------------------------            --------      -------      --------      -------      --------      -------      ---------
- -------------------------            --------      -------      --------      -------      --------      -------      ---------

 William E.                            1999          --           --            --            --           --          [     ]
   Zitelli    Secretary
- -------------------------            --------      -------      --------      -------      --------      -------      ---------

START

- -------------------------            -------      --------

                                      Corp         Muni
     Name       Office                 Acc          Acc
- -------------------------            -------      --------
                                         
  Terry K.    President*             [    ]       [     ]
    Glenn     Executive              [    ]       [     ]
              Vice
              President
- -------------------------            -------      --------
- -------------------------            -------      --------

  Robert C.   Senior                  --            --
  Doll, Jr.   Vice
              President
- -------------------------            -------      --------
- -------------------------            -------      --------

 Vincent R.   Senior                  --          [     ]
  Giordano    Vice
              President
              Vice Pres.
- -------------------------            -------      --------
- -------------------------            -------      --------

  Joseph T.   Senior                 [    ]         --
Monagle, Jr.  Vice
              President
- -------------------------            -------      --------
- -------------------------            -------      --------

  Donald C.   Vice
    Burke     President              [    ]       [     ]
              Treasurer              [    ]       [     ]
- -------------------------            -------      --------
- -------------------------            -------      --------

 Christopher  Senior                 [    ]         --
  L. Ayoub    Vice
              President
              and
              Portfolio
               Manager
- -------------------------            -------      --------
- -------------------------            -------      --------

 Kenneth L.   Senior                  --            --
   Chiang     Vice
              President
              Vice Pres.
- -------------------------            -------      --------
- -------------------------            -------      --------

James Ellman  Senior                  --            --
              Vice
              President
              and
              Portfolio
               Manager
- -------------------------            -------      --------
- -------------------------            -------      --------

 Lawrence R.  Senior                  --            --
   Fuller     Vice
              President
- -------------------------            -------      --------
- -------------------------            -------      --------

Bryan N. Ison Senior                  --            --
              Vice
              President
              Vice
              President
- -------------------------            -------      --------
- -------------------------            -------      --------

Clive D. Lang Senior                  --            --
              Vice
              President
- -------------------------            -------      --------
- -------------------------            -------      --------

 Vincent T.   Senior                  --            --
Lathbury III  Vice
              President
              and
              Portfolio
               Manager
- -------------------------            -------      --------
- -------------------------            -------      --------

Paul G. Meeks Senior                  --            --
              Vice
              President
- -------------------------            -------      --------
- -------------------------            -------      --------

  A. Grace    Senior                  --            --
   Pineda     Vice
              President;
              Vice Pres.
- -------------------------            -------      --------
- -------------------------            -------      --------

  Walter D.   Senior                  --            --
   Rogers     Vice
              President
              and
              Portfolio
               Manager
- -------------------------            -------      --------
- -------------------------            -------      --------

  Jordan C.   Senior                  --            --
  Schreiber   Vice
              President
- -------------------------            -------      --------
- -------------------------            -------      --------

 Stephen I.   Senior                  --            --
  Silverman   Vice
              President;
              Vice
              President
- -------------------------            -------      --------
- -------------------------            -------      --------

  Kara W.Y.   Senior                  --            --
  Tan Bhala   Vice
              President
              Vice Pres.
- -------------------------            -------      --------
- -------------------------            -------      --------

  Hubertus    Vice                    --            --
    Aarts     President
- -------------------------            -------      --------
- -------------------------            -------      --------

 William R.   Vice                    --            --
    Bock      President
- -------------------------            -------      --------
- -------------------------            -------      --------

  Robert A.   Vice                    --            --
   DiMella    President
- -------------------------            -------      --------
- -------------------------            -------      --------

  Harry J.    Vice                    --            --
   Escobar    President
- -------------------------            -------      --------
- -------------------------            -------      --------

  Edward F.   Vice                    --            --
   Gobora     President
- -------------------------            -------      --------
- -------------------------            -------      --------

 Kenneth A.   Vice                    --          [     ]
    Jacob     President
- -------------------------            -------      --------
- -------------------------            -------      --------

 Richard C.   Vice                    --            --
  Kilbride    President
- -------------------------            -------      --------
- -------------------------            -------      --------

    John      Vice                    --            --
Loffredo, CFA President
- -------------------------            -------      --------
- -------------------------            -------      --------

   Gilles     Vice                    --            --
  Marchand    President
- -------------------------            -------      --------
- -------------------------            -------      --------

   Walter     Vice                    --            --
  O'Connor    President
- -------------------------            -------      --------
- -------------------------            -------      --------

 Roberto W.   Vice                    --          [     ]
    Roffo     President
- -------------------------            -------      --------
- -------------------------            -------      --------

  Romualdo    Vice                    --            --
   Roldan     President
- -------------------------            -------      --------
- -------------------------            -------      --------

  James E.    Vice                    --            --
   Russell    President
- -------------------------            -------      --------
- -------------------------            -------      --------

  Dennis W.   Vice                    --            --
  Stattman    President
- -------------------------            -------      --------
- -------------------------            -------      --------

  Peter S.    Vice                    --            --
    Hayes     President
              and
              Portfolio
               Manager
- -------------------------            -------      --------
- -------------------------            -------      --------

 Theodore R.  Vice                    --            --
Jaeckel, Jr.  President
              and
              Portfolio
               Manager
- -------------------------            -------      --------
- -------------------------            -------      --------

   Aldona     Vice                    --            --
  Schwartz    President
              and
              Portfolio
               Manager
- -------------------------            -------      --------
- -------------------------            -------      --------

  Susan B.                            --            --
    Baker     Secretary
- -------------------------            -------      --------
- -------------------------            -------      --------

 Phillip S.                           --            --
  Gillespie   Secretary
- -------------------------            -------      --------
- -------------------------            -------      --------

Robert Harris Secretary               --            --
- -------------------------            -------      --------
- -------------------------            -------      --------

 Bradley J.                           --            --
   Lucido     Secretary
- -------------------------            -------      --------
- -------------------------            -------      --------

   Lori A.                            --            --
   Martin     Secretary
- -------------------------            -------      --------
- -------------------------            -------      --------

  Allan J.                            --            --
    Oster     Secretary
- -------------------------            -------      --------
- -------------------------            -------      --------

  Robert E.                           --            --
 Putney, III  Secretary
- -------------------------            -------      --------
- -------------------------            -------      --------

   Ira P.                            [    ]         --
   Shapiro    Secretary
- -------------------------            -------      --------
- -------------------------            -------      --------

 William E.                           --          [     ]
   Zitelli    Secretary
- -------------------------            -------      --------





                                                                     EXHIBIT B



                                                                OPEN-END FUNDS
                                                         MARYLAND CORPORATIONS

                                [NAME OF FUND]
                         ARTICLES OF AMENDMENT TO THE
                           ARTICLES OF INCORPORATION



     [Name of Fund], a Maryland corporation (the "Corporation"), does hereby
certify to the State Department of Assessments and Taxation of Maryland that:

     FIRST: The charter of the Corporation is hereby amended by deleting
Article II, Section (2) in its entirety and inserting the following in lieu
thereof:

     "(2) To hold, invest and reinvest its assets in securities, and in
     connection therewith, without limiting the foregoing, to hold part or all
     of its assets (a) in cash and/or (b) in shares of another corporation
     known in the investment company industry as a master fund in a
     master/feeder structure, which corporation holds securities and other
     assets for investment purposes (the "Master Fund")."

     SECOND: The charter of the Corporation is hereby further amended by
adding the following provision as Article II, Section (5), and renumbering
Article II, Section (5) thereof as Article II, Section (6):

     "(5) To transfer all or substantially all the assets of the Corporation
     (or the assets of any series thereof) to the Master Fund, in exchange for
     shares in the Master Fund or for such other consideration as permitted by
     the General Laws of the State of Maryland and the Investment Company Act
     of 1940, as amended (all without the vote or consent of the stockholders
     of the Corporation), and all such actions, regardless of the frequency
     with which they are pursued, shall be deemed in furtherance of the
     ordinary, usual and customary business of the Corporation."

     THIRD: The charter of the Corporation is hereby further amended by
deleting Article IV, Section (5) in its entirety and inserting the following
in lieu thereof:

     "(5) Unless otherwise expressly provided in the charter of the
     Corporation, including those matters set forth in Article II, Sections
     (2), (4) and (5) hereof and including any Articles Supplementary creating
     any class or series of capital stock, on each matter submitted to a vote
     of stockholders, each holder of a share of capital stock of the
     Corporation shall be entitled to one vote for each share standing in such
     holder's name on the books of the Corporation, irrespective of the class
     or series thereof, and all shares of all classes and series shall vote
     together as a single class; provided, however, that (a) as to any matter
     with respect to which a separate vote of any class or series is required
     by the Investment Company Act of 1940, as amended, and in effect from
     time to time, or any rules, regulations or orders issued thereunder, or
     by the Maryland General Corporation Law, such requirement as to a
     separate vote by that class or series shall apply in lieu of a general
     vote of all classes and series as described above, (b) in the event that
     the separate vote requirements referred to in (a) above apply with
     respect to one or more classes or series, then, subject to paragraph (c)
     below, the shares of all other classes and series not entitled to a
     separate class vote shall vote as a single class, (c) as to any matter
     which does not affect the interest of a particular class or series, such
     class or series shall not be entitled to any vote and only the holders of
     shares of the affected classes and series, if any, shall be entitled to
     vote and (d) the shares of capital stock of the Corporation shall have no
     voting rights in connection with the transfer of all or substantially all
     the assets of the Corporation (or the assets of any series thereof) to
     the Master Fund in exchange for shares in such Master Fund or for such
     other consideration as permitted by Maryland General Corporation Law and
     the Investment Company Act of 1940, as amended."

     FOURTH: The charter of the Corporation is hereby further amended by
adding the following provision as Article V, Section (8):

     "(8) Notwithstanding any other provision of these Articles of
     Incorporation or the By-Laws of the Corporation, or the General Laws of
     the State of Maryland, the transfer of all or substantially all of the
     assets of the Corporation (or the assets of any series thereof) to the
     Master Fund shall be deemed to be in the ordinary course of business of
     the Corporation, and the Board of Directors of the Corporation is vested
     with the sole power, to the exclusion of the stockholders, upon the
     affirmative vote of the majority of the entire Board of Directors, to
     transfer all or substantially all the assets of the Corporation (or the
     assets of any series thereof) to the Master Fund in exchange for shares
     in such Master Fund or for such other consideration as permitted by the
     General Laws of the State of Maryland and the Investment Company Act of
     1940, as amended."

     FIFTH: These Articles of Amendment have been advised by a majority of the
entire Board of Directors of the Corporation and approved by more than
two-thirds of the stockholders of the Corporation.

     SIXTH: The authorized capital stock of the Corporation has not been
increased by these Articles of Amendment.

     SEVENTH: Except as amended hereby, the Corporation's charter shall remain
in full force and effect.







     IN WITNESS WHEREOF, [Name of Fund] has caused these Articles of Amendment
to be signed in its name and on its behalf by its Vice President and attested
by its Secretary on , 2000.


                                            [Name of Fund]



                                             By:
                                                 --------------------------



Attest:



- ----------------------------


     THE UNDERSIGNED, Vice President of [Name of Fund], who executed on behalf
of said Corporation the foregoing Articles of Amendment, of which this
certificate is made a part, hereby acknowledges, in the name and on behalf of
said Corporation, the foregoing Articles of Amendment to be the corporate act
of said Corporation and further certifies that, to the best of his knowledge,
information and belief, the matters and facts set forth therein with respect
to the authorization and approval thereof are true in all material respects,
and that this statement is made under the penalties for perjury.

                                                ------------------------------

                                                                OPEN-END FUNDS
                                                 MASSACHUSETTS BUSINESS TRUSTS

                                [NAME OF FUND]
                          CERTIFICATION OF AMENDMENT
                            TO DECLARATION OF TRUST


     The undersigned, constituting at least a [majority] [two-thirds] of the
Trustees of [Name of Fund] (the "Trust"), a business trust organized under the
laws of Massachusetts, pursuant to the Declaration of Trust of the Trust dated
the ___ day of ____________, ____, as amended (the "Declaration"), do hereby
certify that the Trustees of the Trust have duly adopted the following
amendment, as approved by the holders of at least [majority] [two-thirds] of
the outstanding shares of the Trust, to the Declaration:

VOTED:   That Section 3.2 of Article III of the Declaration be, and it hereby
         is amended so that, as amended, it shall read as follows:

          3.2. Investments. The Trustees shall have power, subject to the
     Fundamental Policies, to:

               (a) conduct, operate and carry on the business of an investment
          company;

               (b) subscribe for, invest in, reinvest in, purchase or
          otherwise acquire, hold, pledge, sell, assign, transfer, exchange,
          distribute or otherwise deal in or dispose of negotiable or
          non-negotiable instruments, obligations, evidences of indebtedness,
          certificates of deposit or indebtedness, commercial paper,
          repurchase agreements, reverse repurchase agreements, options,
          futures contracts, options on futures contracts and other
          investments, including, without limitation, those issued, guaranteed
          or sponsored by any state, territory or possession of the United
          States and the District of Columbia and their political
          subdivisions, agencies and instrumentalities, or by the United
          States Government or its agencies or instrumentalities, or
          international instrumentalities, or by any bank, savings
          institution, corporation or other business entity organized under
          the laws of the United States and, to the extent provided in the
          Prospectus and not prohibited by the Fundamental Policies, organized
          under foreign laws; and to exercise any and all rights, powers and
          privileges of ownership or interest in respect of any and all such
          investments of every kind and description, including, without
          limitation, the right to consent and otherwise act with respect
          thereto, with power to designate one or more persons, firms,
          associations or corporations to exercise any of said rights, powers
          and privileges in respect of any of said instruments; and the
          Trustees shall be deemed to have the foregoing powers with respect
          to any additional securities in which [the Trust] [any Series of the
          Trust] may invest should the investment policies set forth in the
          Prospectus or the Fundamental Policies be amended.

               (c) The Trustees shall not be limited to investing in
          obligations maturing before the possible termination of the Trust,
          nor shall the Trustees be limited by any law limiting the
          investments which may be made by fiduciaries.

               (d) Notwithstanding any other provision of this Declaration to
          the contrary, the Trustees shall have the power in their discretion
          without any requirement of approval by Shareholders to either invest
          all or a portion of the Trust Property in, sell all or a portion of
          the Trust Property and invest the proceeds of such sales in, or
          transfer all or a portion of the Trust Property to one or more
          investment companies to the extent not prohibited by the 1940 Act
          and any exemptive orders granted under the 1940 Act.


     IN WITNESS WHEREOF, the undersigned have executed this Amendment this
____ day of _____, 2000.



- -----------------------                     ---------------------------
[Name]                                      [Name]


- -----------------------                     ---------------------------
[Name]                                      [Name]


- -----------------------                     ---------------------------
[Name]                                      [Name]


- -----------------------                     ---------------------------
[Name]                                      [Name]


     The Declaration, a copy of which is on file in the office of the
Secretary of the Commonwealth of Massachusetts, provides that the name "[Name
of Fund]" refers to the Trustees under the Declaration collectively as
trustees, but not as individuals or personally; and no Trustee, shareholder,
officer, employee or agent of the Trust shall be held to any personal
liability, nor shall resort be had to their private property for the
satisfaction of any obligation or claim or otherwise in connection with the
affairs of the Trust but the Trust Property only shall be liable.



                                                              CLOSED-END FUNDS
                                                         MARYLAND CORPORATIONS

                                [NAME OF FUND]
                         ARTICLES OF AMENDMENT TO THE
                           ARTICLES OF INCORPORATION



     [Name of Fund], a Maryland corporation (the "Corporation"), does hereby
certify to the State Department of Assessments and Taxation of Maryland that:

     FIRST: The charter of the Corporation is hereby amended by deleting
Article II in its entirety and inserting the following in lieu thereof:

                                 "ARTICLE II.

                              PURPOSES AND POWERS

          The purpose or purposes for which the Corporation is formed are as
     follows:

     (1) To act as a closed-end, management investment company under the
     federal Investment Company Act of 1940, as amended, and in effect from
     time to time (the "Investment Company Act").

     (2) To hold, invest and reinvest its assets in securities, and in
     connection therewith, without limiting the foregoing, to hold part or all
     of its assets (a) in cash and/or (b) in shares of another corporation
     known in the investment company industry as a master fund in a
     master/feeder structure, which corporation holds securities and other
     assets for investment purposes (the "Master Fund").

     (3) To transfer all or substantially all the assets of the Corporation
     (or the assets of any series thereof) to the Master Fund, in exchange for
     shares in the Master Fund or for such other consideration as permitted by
     the General Laws of the State of Maryland and the Investment Company Act
     (all without the vote or consent of the stockholders of the Corporation),
     and all such actions, regardless of the frequency with which they are
     pursued, shall be deemed in furtherance of the ordinary, usual and
     customary business of the Corporation.

     (4) To do any and all such further acts or things and to exercise any and
     all such further powers or rights as may be necessary, incidental,
     relative, conducive, appropriate or desirable for the accomplishment,
     carrying out or attainment of all or any of the foregoing purposes or
     objects.

          The Corporation shall be authorized to exercise and enjoy all of the
     powers, rights and privileges granted to, or conferred upon, corporations
     by the General Laws of the State of Maryland now or hereafter in force,
     and the enumeration of the foregoing shall not be deemed to exclude any
     powers, rights or privileges so granted or conferred."

     SECOND: The charter of the Corporation is hereby further amended by
deleting Article IV, Section (4) in its entirety and inserting the following
in lieu thereof:

     "(4) Unless otherwise expressly provided in the charter of the
     Corporation, including those matters set forth in Article II, Sections
     (2) and (3) hereof and including any Articles Supplementary creating any
     class or series of capital stock, on each matter submitted to a vote of
     stockholders, each holder of a share of capital stock of the Corporation
     shall be entitled to one vote for each share standing in such holder's
     name on the books of the Corporation, irrespective of the class or series
     thereof, and all shares of all classes and series shall vote together as
     a single class; provided, however, that (a) as to any matter with respect
     to which a separate vote of any class or series is required by the
     Investment Company Act, or any rules, regulations or orders issued
     thereunder, or by the Maryland General Corporation Law, such requirement
     as to a separate vote by that class or series shall apply in lieu of a
     general vote of all classes and series as described above, (b) in the
     event that the separate vote requirements referred to in (a) above apply
     with respect to one or more classes or series, then, subject to paragraph
     (c) below, the shares of all other classes and series not entitled to a
     separate class vote shall vote as a single class, (c) as to any matter
     which does not affect the interest of a particular class or series, such
     class or series shall not be entitled to any vote and only the holders of
     shares of the affected classes and series, if any, shall be entitled to
     vote and (d) the shares of capital stock of the Corporation shall have no
     voting rights in connection with the transfer of all or substantially all
     the assets of the Corporation (or the assets of any series thereof) to
     the Master Fund in exchange for shares in such Master Fund or for such
     other consideration as permitted by Maryland General Corporation Law and
     the Investment Company Act."

     THIRD: The charter of the Corporation is hereby further amended by adding
the following provision as Article V, Section (9):

     "(9) Notwithstanding any other provision of these Articles of
     Incorporation or the By-Laws of the Corporation, or the General Laws of
     the State of Maryland, the transfer of all or substantially all of the
     assets of the Corporation (or the assets of any series thereof) to the
     Master Fund shall be deemed to be in the ordinary course of business of
     the Corporation, and the Board of Directors of the Corporation is vested
     with the sole power, to the exclusion of the stockholders, upon the
     affirmative vote of the majority of the entire Board of Directors, to
     transfer all or substantially all the assets of the Corporation (or the
     assets of any series thereof) to the Master Fund in exchange for shares
     in such Master Fund or for such other consideration as permitted by the
     General Laws of the State of Maryland and the Investment Company Act."

     FOURTH: These Articles of Amendment have been advised by a majority of
the entire Board of Directors of the Corporation and approved by more than
two-thirds of the stockholders of the Corporation.

     FIFTH: The authorized capital stock of the Corporation has not been
increased by these Articles of Amendment.

     SIXTH: Except as amended hereby, the Corporation's charter shall remain
in full force and effect.







     IN WITNESS WHEREOF, [Name of Fund] has caused these Articles of Amendment
to be signed in its name and on its behalf by its Vice President and attested
by its Secretary on , 2000.


                                           [Name of Fund]



                                            By:
                                                 ----------------------------



Attest:


- --------------------------





     THE UNDERSIGNED, Vice President of [Name of Fund], who executed on behalf
of said Corporation the foregoing Articles of Amendment, of which this
certificate is made a part, hereby acknowledges, in the name and on behalf of
said Corporation, the foregoing Articles of Amendment to be the corporate act
of said Corporation and further certifies that, to the best of his knowledge,
information and belief, the matters and facts set forth therein with respect
to the authorization and approval thereof are true in all material respects,
and that this statement is made under the penalties for perjury.


                                             ---------------------------------



                                                                     EXHIBIT C


                         INVESTMENT ADVISORY AGREEMENT


     AGREEMENT, made as of the _____ day of __________, 2000, by and between
MASTER SENIOR FLOATING RATE TRUST, a Delaware business trust (hereinafter
referred to as the "Trust"), and FUND ASSET MANAGEMENT, L.P., a Delaware
limited partnership (the "Investment Adviser").


                             W I T N E S S E T H:
                             - - - - - - - - - -


     WHEREAS, the Trust intends to engage in business as a closed-end,
non-diversified, management investment company and is registered as such under
the Investment Company Act of 1940, as amended (the "Investment Company Act");
and

     WHEREAS, the Investment Adviser is engaged principally in rendering
management and investment advisory services and is registered as an investment
adviser under the Investment Adviser's Act of 1940, as amended; and

     WHEREAS, the Trust desires to retain the Investment Adviser to provide
management and investment advisory services to the Trust in the manner and on
the terms hereinafter set forth; and

     WHEREAS, the Investment Adviser is willing to provide management and
investment advisory services to the Trust on the terms and conditions
hereinafter set forth; and

     WHEREAS, the Trust serves as the "master" portfolio for one or more
"feeder" funds that invest all of their assets in the Trust and that have the
same investment objective and policies as the Trust.

     NOW, THEREFORE, in consideration of the premises and the covenants
hereinafter contained, the Trust and the Investment Adviser hereby agree as
follows:

                                   ARTICLE I

                       Duties of the Investment Adviser

     The Trust hereby employs the Investment Adviser to act as a manager and
investment adviser of the Trust and to furnish, or arrange for affiliates to
furnish, the management and investment advisory services described below,
subject to the policies of, review by and overall control of the Board of
Trustees of the Trust, for the period and on the terms and conditions set
forth in this Agreement. The Investment Adviser hereby accepts such employment
and agrees during such period, at its own expense, to render, or arrange for
the rendering of, such services and to assume the obligations herein set forth
for the compensation provided for herein. The Investment Adviser and its
affiliates shall for all purposes herein be deemed to be independent
contractors and shall, unless otherwise expressly provided or authorized, have
no authority to act for or represent the Trust in any way or otherwise be
deemed agents of the Trust.

     (a) Management Services. The Investment Adviser shall perform (or arrange
for the performance by affiliates of) the management and administrative
services necessary for the operation of the Trust including administering
shareholder accounts and handling shareholder relations for the Trust. It is
understood that the Investment Adviser or its affiliates may enter into
separate agreements with each Fund for the provision of management and
administrative services necessary for the operation of each Fund. The
Investment Adviser shall provide the Trust with office space, facilities,
equipment and necessary personnel and such other services as the Investment
Adviser, subject to review by the Board of Trustees, shall from time to time
determine to be necessary or useful to perform its obligations under this
Agreement. The Investment Adviser shall also, on behalf of the Trust, conduct
relations with custodians, depositories, transfer agents, dividend disbursing
agents, other shareholder servicing agents, pricing agents, accountants,
attorneys, underwriters, brokers and dealers, corporate fiduciaries, insurers,
banks and such other persons in any such other capacity deemed to be necessary
or desirable. The Investment Adviser shall generally monitor the Trust's
compliance with investment policies and restrictions as set forth in the
current registration statement relating to the Trust under the Investment
Company Act or in other filings made by the Trust under Federal securities
laws (together, the "Registration Statement"). The Investment Adviser shall
make reports to the Board of Trustees of its performance of obligations here
under and furnish advice and recommendations with respect to such other
aspects of the business and affairs of the Trust as it shall determine to be
desirable.

     (b) Investment Advisory Services. The Investment Adviser shall provide
the Trust with such investment research, advice and supervision as the latter
may from time to time consider necessary for the proper supervision of the
assets of the Trust, shall furnish continuously an investment program for the
Trust and shall determine from time to time which securities shall be
purchased, sold or exchanged and what portion of the assets of the Trust shall
be held in the various securities in which the Trust invests or cash, subject
always to the restrictions of the Declaration of Trust and the By-Laws of the
Trust, as amended from time to time, the provisions of the Investment Company
Act and the statements relating to the Trust's investment objectives,
investment policies and investment restrictions as the same are set forth in
the Registration Statement. The Investment Adviser shall make decisions for
the Trust as to the manner in which voting rights, rights to consent to
corporate action and any other rights pertaining to the Trust's portfolio
securities shall be exercised. Should the Board of Trustees at any time,
however, make any definite determination as to investment policy and notify
the Investment Adviser thereof in writing, the Investment Adviser shall be
bound by such determination for the period, if any, specified in such notice
or until similarly notified that such determination has been revoked. The
Investment Adviser shall take, on behalf of the Trust, all actions which it
deems necessary to implement the investment policies determined as provided
above and, in particular, to place all orders for the purchase or sale of
portfolio securities for the Trust's account with brokers or dealers selected
by it, and to that end, the Investment Adviser is authorized as the agent of
the Trust to give instructions to the Custodian of the Trust as to deliveries
of securities and payments of cash for the account of the Trust. In connection
with the selection of such brokers or dealers and the placing of such orders
with respect to assets of the Trust, the Investment Adviser is directed at all
times to seek to obtain execution and prices within the policy guidelines
determined by the Board of Trustees and set forth in the Registration
Statement. Subject to this requirement and the provisions of the Investment
Company Act, the Securities Exchange Act of 1934, as amended, and other
applicable provisions of law, the Investment Adviser may select brokers or
dealers with which it or the Trust is affiliated.

     (c) Affiliated Sub-Advisers. In carrying out its responsibilities
hereunder, the Investment Adviser may employ, retain or otherwise avail itself
of the services of other persons or entities including without limitation,
affiliates of the Investment Adviser, on such terms as the Investment Adviser
shall determine to be necessary, desirable or appropriate. However, if the
Investment Adviser chooses to retain or avail itself of the services of
another person or entity to manage assets of the Trust, such other person or
entity must be (i) an affiliate of the Investment Adviser, (ii) retained at
the Investment Adviser's own cost and expense, and (iii) retained subject to
the requirements of Section 15 of the Investment Company Act. Retention of one
or more affiliated sub-advisers, or the employment or retention of other
persons or entities to perform services, shall in no way reduce the
responsibilities or obligations of the Investment Adviser under this Agreement
and the Investment Adviser shall be responsible for all acts and omissions of
such affiliated sub-advisers, or other persons or entities, in connection with
the performance of the Investment Adviser's duties hereunder.

     (d) Notice Upon Change in Partners of the Investment Adviser. The
Investment Adviser is a limited partnership and its limited partner is Merrill
Lynch & Co., Inc. and its general partner is Princeton Services, Inc. The
Investment Adviser will notify the Trust of any change in the membership of
the partnership within a reasonable time after such change.

                                  ARTICLE II

                      Allocation of Charges and Expenses

     (a) The Investment Adviser. The Investment Adviser assumes and shall pay
for maintaining the staff and personnel necessary to perform its obligations
under this Agreement, and shall at its own expense, provide the office space,
facilities, equipment and necessary personnel which it is obligated to provide
under Article I hereof, and shall pay all compensation of officers of the
Trust and all Trustees of the Trust who are affiliated persons of the
Investment Adviser.

     (b) The Trust. The Trust assumes and shall pay or cause to be paid all
other expenses of the Trust including, without limitation: taxes, expenses for
legal and auditing services, costs of printing proxies, stock certificates,
shareholder reports, and Registration Statements, charges of the custodian,
any sub-custodian and transfer agent, expenses of portfolio transactions,
Securities and Exchange Commission fees, expenses of registering the shares
under Federal, state and foreign laws, fees and actual out-of-pocket expenses
of all Trustees of the Trust who are not affiliated persons of the Investment
Adviser, accounting and pricing costs (including the calculation of the net
asset value), insurance, and interest, brokerage costs, litigation and other
extraordinary or non-recurring expenses, and other expenses properly payable
by the Trust. It also is understood that the Trust will reimburse the
Investment Adviser for its costs incurred in providing accounting services to
the Trust.

                                  ARTICLE III

                    Compensation of the Investment Adviser

     (a) Investment Advisory Fee. For the services rendered, the facilities
furnished and expenses assumed by the Investment Adviser, the Trust shall pay
to the Investment Adviser at the end of each calendar month a fee based on the
average daily value of the net assets of the Trust at the annual rate of .95
of 1.0% of the Trust's average daily net assets (i.e., the average daily value
of the total assets of the Trust, minus the sum of accrued liabilities of the
Trust and accumulated dividends on shares of outstanding preferred stock, if
any). It is understood that the liquidation preference of any outstanding
preferred stock (other than accumulated dividends) is not considered a
liability in determining the Trust's average daily net assets. For purposes of
this calculation, average daily net assets is determined at the end of each
month on the basis of the average net assets of the Trust for each day during
the month. If this Agreement becomes effective subsequent to the first day of
a month or shall terminate before the last day of a month, compensation for
that part of the month this Agreement is in effect shall be prorated in a
manner consistent with the calculation of the fee as set forth above. Subject
to the provisions of subsection (b) hereof, payment of the Investment
Adviser's compensation for the preceding month shall be made as promptly as
possible after completion of the computations contemplated by subsection (b)
hereof. During any period when the determination of net asset value is
suspended by the Board of Trustees, the average net asset value of a share for
the day prior to such suspension shall for this purpose be deemed to be the
net asset value each succeeding day until it is again determined.

     (b) Expense Limitations. In the event the operating expenses of the
Trust, including amounts payable to the Investment Adviser pursuant to
subsection (a) hereof, for any fiscal year ending on a date on which this
Agreement is in effect exceed the expense limitations applicable to the Trust
imposed by applicable state securities laws or regulations thereunder, as such
limitations may be raised, lowered or waived from time to time, the Investment
Adviser shall reduce its management and investment advisory fee by the extent
of such excess and, if required pursuant to any such laws or regulations, will
reimburse the Trust in the amount of such excess; provided, however, to the
extent permitted by law, there shall be excluded from such expenses the amount
of any interest, taxes, brokerage commissions and extraordinary expenses
(including but not limited to legal claims and liabilities and litigation
costs and any indemnification related thereto) paid or payable by the Trust.
Whenever the expenses of the Trust exceed a pro rata portion of the applicable
annual expense limitations, the estimated amount of reimbursement under such
limitations shall be applicable as an offset against the monthly payment of
the fee due to the Investment Adviser. Should two or more such expense
limitations be applicable as at the end of the last business day of the month,
that expense limitation which results in the largest reduction in the
Investment Adviser's fee shall be applicable.

                                  ARTICLE IV

               Limitation of Liability of the Investment Adviser

     The Investment Adviser shall not be liable for any error of judgment or
mistake of law or for any loss arising out of any investment or for any act or
omission in the management of the Trust, except for willful misfeasance, bad
faith or gross negligence in the performance of its duties, or by reason of
reckless disregard of its obligations and duties hereunder. As used in this
Article IV, the term "Investment Adviser" shall include any affiliates of the
Investment Adviser performing services for the Trust contemplated hereby and
directors, officers and employees of the Investment Adviser and such
affiliates.

                                   ARTICLE V

                     Activities of the Investment Adviser

     The services of the Investment Adviser to the Trust are not to be deemed
to be exclusive: the Investment Adviser and any person controlled by or under
common control with the Investment Adviser (for purposes of this Article V
referred to as "affiliates") are free to render services to others. It is
understood that the Board of Trustees of the Trust, officers, employees and
shareholders of the Trust are or may become interested in the Investment
Adviser and its affiliates, as directors, officers, employees, partners, and
shareholders or otherwise and that directors, officers, employees, partners,
and shareholders of the Investment Adviser and its affiliates are or may
become similarly interested in the Trust, and that the Investment Adviser and
directors, officers, employees, partners, and shareholders of its affiliates
may become interested in the Trust as shareholders or otherwise.

                                  ARTICLE VI

                  Duration and Termination of this Agreement

     This Agreement shall become effective as of the date first above written
and shall remain in force for a period of two years thereafter and thereafter
continue from year to year, but only so long as such continuance is
specifically approved at least annually by (i) the Board of Trustees of the
Trust, or by the vote of a majority of the outstanding voting securities of
the Trust, and (ii) a majority of those Trustees who are not parties to this
Agreement or interested persons of any such party cast in person at a meeting
called for the purpose of voting on such approval.

     This Agreement may be terminated at any time, without the payment of any
penalty, by the Board of Trustees or by vote of a majority of the outstanding
voting securities of the Trust, or by the Investment Adviser, on sixty days'
written notice to the other party. This Agreement shall automatically
terminate in the event of its assignment.

                                  ARTICLE VII

                         Amendments of this Agreement

     This Agreement may be amended by the parties only if such amendment is
specifically approved by (i) the vote of a majority of outstanding voting
securities of the Trust, and (ii) a majority of those Trustees who are not
parties to this Agreement or interested persons of any such party cast in
person at a meeting called for the purpose of voting on such approval.

                                 ARTICLE VIII

                         Definitions of Certain Terms

     The terms "vote of a majority of the outstanding voting securities,"
"assignment," "affiliated person" and "interested person", when used in this
Agreement, shall have the respective meanings specified in the Investment
Company Act and the rules and regulations thereunder, subject, however, to
such exemptions as may be granted by the Securities and Exchange Commission
under said Act.

                                  ARTICLE IX

                                 Governing Law

     This Agreement shall be construed in accordance with laws of the State of
New York and the applicable provisions of the Investment Company Act. To the
extent that the applicable laws of the State of New York, or any of the
provisions herein, conflict with the applicable provisions of the Investment
Company Act, the latter shall control.





     IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the date first above written.

                                           MASTER SENIOR FLOATING RATE
                                           TRUST



                                            By
                                               -------------------------------
                                               Title:




                                            FUND ASSET MANAGEMENT, L.P.



                                            By
                                               -------------------------------
                                               Title:




                           ADMINISTRATION AGREEMENT

     AGREEMENT made as of the ______ day of ______________, 2000, by and
between MERRILL LYNCH SENIOR FLOATING RATE FUND II, INC., a Maryland
corporation (the "Fund"), and FUND ASSET MANAGEMENT, L.P., a Delaware limited
partnership ("FAM" or the "Administrator").

                             W I T N E S S E T H:
                             -------------------

     WHEREAS, the Fund is engaged in business as a closed-end,
non-diversified, management investment company and is registered as such under
the Investment Company Act of 1940 as amended (the "Investment Company Act");
and

     WHEREAS, the Fund desires to retain FAM to render administrative services
in the manner and on the terms and conditions hereafter set forth; and

     WHEREAS, FAM desires to be retained to perform administrative services on
said terms and conditions; and

     WHEREAS, the Fund is a "feeder" fund for and invests all of its assets in
MASTER SENIOR FLOATING RATE TRUST, a Delaware business Trust, that has the
same investment objective and policies as the Fund; and

     NOW, THEREFORE, in consideration of the premises and the mutual covenants
hereinafter contained, the Fund and FAM hereby agree as follows:

     1. Duties of the Administrator. The Fund hereby retains FAM to act as
administrator of the Fund, subject to the supervision and direction of the
Board of Directors of the Fund, as hereinafter set forth. FAM shall perform,
or arrange for its affiliates to perform, the administrative services (i.e.,
services other than investment advise and related portfolio activities)
necessary for the operation of the Fund and, without limiting the generality
of the foregoing, shall (i) prepare and file reports and other documents
required by U.S. Federal, state and other applicable laws and regulations;
(ii) prepare proxy materials and periodic reports to Fund shareholders; (iii)
respond to inquiries from Fund shareholders; (iv) calculate, or arrange for
the calculation of, the net asset value of the Fund's shares (it being
understood that the Fund will reimburse the Administrator for its costs in
providing such accounting services to the Fund); (v) oversee the performance
of administrative and professional services rendered to the Fund by others,
including its custodian, transfer agent, dividend disbursing agent and
shareholder servicing agent, as well as accounting, auditing and other
services; (vi) provide the Fund with the services of persons competent to
perform such administrative and clerical functions as are necessary to provide
effective operation of the Fund, (vii) coordinate tender offers for the Fund's
shares, and (viii) provide the Fund with administrative office and data
processing facilities.

     2. Expenses of the Administrator. FAM shall provide the staff and
personnel necessary to perform its obligations under this Agreement, shall
assume and pay or cause to be paid all expenses incurred in connection with
the maintenance of such staff and personnel, and, at its own expense, shall
provide the office space, facilities, equipment and necessary personnel which
it is obligated to provide under paragraph 1 hereof, except that the Fund
shall pay the expenses of legal counsel retained by FAM as may be necessary or
appropriate for FAM's performance of its duties and responsibilities under
this Agreement.

     3. Compensation of the Administrator. For the services rendered to the
Fund by FAM pursuant to this Agreement, the Fund shall pay to the
Administrator a monthly a fee at an annual rate of .40 of 1% of the Fund's
average daily net assets (i.e., the average daily value of the total assets of
the Fund, minus the sum of accrued liabilities of the Fund and accumulated
dividends on shares of outstanding preferred stock, if any). It is understood
that the liquidation preference of any outstanding preferred stock (other than
accumulated dividends) is not considered a liability in determining the Fund's
average daily net assets. For purposes of this calculation, average daily net
assets is determined at the end of each month on the basis of the average net
assets of the Fund for each day during the month. If this Agreement becomes
effective subsequent to the first day of a month or shall terminate before the
last day of a month, compensation for the part of the month this Agreement is
in effect shall be prorated in a manner consistent with the calculation of the
fee as set forth above. Payment of the Administrator's compensation shall be
payable in arrears on the last day of each calendar month for services
performed hereunder during such month. During any period when the
determination of net asset value is suspended by the Board of Directors, the
average net asset value of a share for the last day prior to such suspension
for this purpose shall be deemed to be the net asset value at the close of
each succeeding day until it is again determined.

     4. Limitation of Liability of the Administrator; Indemnification.

     (a) The Administrator shall not be liable to the Fund for any error of
judgment or mistake of law or for any loss arising out of any act or omission
by the Administrator in the performance of its duties hereunder. Nothing
herein contained shall be construed to protect the administrator against any
liability to the Fund, its shareholders or any sub-investment adviser to which
the Administrator shall otherwise be subject by reasons of willful
misfeasance, bad faith, or gross negligence in the performance of its duties,
or by reckless disregard of its obligations and duties hereunder.

     (b) The Administrator may, with respect to questions of law, apply for
and obtain the advice and opinion of counsel to the Fund or of its own
counsel, at the expense of the Fund, and shall be fully protected with respect
to any action taken or omitted by it in good faith in conformity with such
advice or opinion.

     (c) The Fund agrees to indemnify and hold harmless the Administrator from
and against all charges, claims, expenses (including legal fees) and
liabilities reasonably incurred by the Administrator in connection with the
performance of its duties hereunder, except such as may arise from the
Administrator's willful misfeasance, bad faith, gross negligence in the
performance of its duties or by reckless disregard of its obligations and
duties hereunder. Such expenses shall be paid by the Fund in advance of the
final disposition of such matter upon invoice by the Administrator and receipt
by the Fund of an undertaking from the Administrator to repay such amounts if
it shall ultimately be established that the Administrator is not entitled to
indemnification hereunder by virtue of the Administrator's willful
misfeasance, bad faith, gross negligence in the performance of its duties or
by reckless disregard of its obligations and duties hereunder.

     (d) As used in this paragraph 4, the term "Administrator" shall include
any affiliates of the Administrator performing services for the Fund
contemplated hereby and directors, officers, agents and employees of the
Administrator and such affiliates.

     5. Activities of the Administrator. The services of the Administrator
under this Agreement are not to be deemed exclusive, and the Administrator and
any person controlled by or under common control with the Administrator shall
be free to render similar services to others.

     6. Duration and Termination of this Agreement. This Agreement shall
become effective as of the date first above written and shall remain in force
for a period of two years thereafter and thereafter from year to year, but
only so long as such continuance specifically is approved at least annually by
(i) the Board of Directors of the Fund, or by the vote of a majority of the
outstanding voting securities of the Fund, and (ii) by the vote of a majority
of those Directors who are not parties to this Agreement or interested persons
of any such party cast in person at a meeting called for the purpose of voting
on such approval.

     This Agreement may be terminated at any time, without the payment of any
penalty, by the Board of Directors or by vote of a majority of the outstanding
voting securities of the Fund, or by the Investment Adviser, on sixty days'
written notice to the other party. In the event of its assignment, this
Agreement shall automatically terminate.

     The terms "vote of a majority of the outstanding voting securities,"
"assignment," "affiliated person" and "interested person," when used in this
Agreement, shall have the respective meanings specified in the Investment
Company Act.

     7. Amendments to this Agreement. This Agreement may be amended by the
parties hereto only if such amendment is specifically approved by the Board of
Directors of the Fund and such amendment is set forth in a written instrument
executed by each of the parties hereto.

     8. Governing Law. The provisions of this Agreement shall be construed and
interpreted in accordance with the laws of the State of New York as at the
time in effect and the applicable provisions of the Investment Company Act. To
the extent that the applicable law of the State of New York, or any of the
provisions herein, conflict with the applicable provisions of the Investment
Company Act, the latter shall control.

     9. Counterparts. This Agreement may be executed by the parties hereto in
counterparts and if executed in more than one counterpart the separate
instruments shall constitute one agreement.







     IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the day and year first above written.

                                         MERRILL LYNCH SENIOR
                                         FLOATING RATE FUND II, INC.


                                         By:  _______________________
                                              Title:


                                         FUND ASSET MANAGEMENT, L.P.



                                         By:  ________________________
                                              Title:


                            SUB-ADVISORY AGREEMENT

     AGREEMENT, made as of the _____ day of __________, 2000, by and between
FUND ASSET MANAGEMENT, L.P., a Delaware limited partnership (hereinafter
referred to as "FAM"), and MERRILL LYNCH ASSET MANAGEMENT U.K. LIMITED, a
corporation organized under the laws of England and Wales (hereinafter
referred to as "MLAM U.K.").

                             W I T N E S S E T H:
                             - - - - - - - - - -

     WHEREAS, MASTER SENIOR FLOATING RATE TRUST (the "Trust") is a Delaware
business trust that intends to engage in business as a diversified, closed-end
investment company registered under the Investment Company Act of 1940, as
amended (hereinafter referred to as the "Investment Company Act"); and

     WHEREAS, FAM and MLAM U.K. are engaged principally in rendering
management and investment advisory services and are registered as investment
advisers under the Investment Advisers Act of 1940, as amended; and

     WHEREAS, MLAM U.K. is regulated by the Investment Management Regulatory
Organization, a self-regulating organization recognized under the Financial
Services Act of 1986 of the United Kingdom (hereinafter referred to as
"IMRO"), and the conduct of its investment business is regulated by IMRO; and

     WHEREAS, FAM has entered into a investment advisory agreement (the
"Investment Advisory Agreement") dated _____________, 2000, pursuant to which
FAM provides management and investment advisory services to the Trust; and

     WHEREAS, MLAM U.K. is willing to provide investment advisory services to
FAM in connection with the Trust's operations on the terms and conditions
hereinafter set forth;

     WHEREAS, the Trust serves as the "master" portfolio for one or more
"feeder" funds that invest all of their assets in the Trust and that have the
same investment objective and policies as the Trust.

     NOW, THEREFORE, in consideration of the premises and the covenants
hereinafter contained, MLAM U.K. and FAM hereby agree as follows:

                                  ARTICLE I

                             Duties of MLAM U.K.

     FAM hereby employs MLAM U.K. to act as investment adviser to FAM and to
furnish, or arrange for affiliates to furnish, the investment advisory
services described below, subject to the broad supervision of FAM and the
Trust, for the period and on the terms and conditions set forth in this
Agreement. MLAM U.K. hereby accepts such employment and agrees during such
period, at its own expense, to render, or arrange for the rendering of, such
services and to assume the obligations herein set forth for the compensation
provided for herein. FAM and its affiliates shall for all purposes herein be
deemed a Non Private Customer as defined under the rules promulgated by IMRO
(hereinafter referred to as the "IMRO Rules"). MLAM U.K. and its affiliates
shall for all purposes herein be deemed to be an independent contractor and
shall, unless otherwise expressly provided or authorized, have no authority to
act for or represent the Trust in any way or otherwise be deemed an agent of
the Trust.

     MLAM U.K. shall have the right to make unsolicited calls on FAM and shall
provide FAM with such investment research, advice and supervision as the
latter may from time to time consider necessary for the proper supervision of
the assets of the Trust; shall make recommendations from time to time as to
which securities shall be purchased, sold or exchanged and what portion of the
assets of the Trust shall be held in the various securities in which the Trust
invests, options, futures, options on futures or cash; all of the foregoing
subject always to the restrictions of the Declaration of Trust and By-Laws of
the Trust, as they may be amended and/or restated from time to time, the
provisions of the Investment Company Act and the statements relating to the
Trust's investment objective, investment policies and investment restrictions
as set forth in the current registration statement relating to the Trust under
the Investment Company Act or in other filings made by the Trust under Federal
securities laws (together, the "Registration Statement"). MLAM U.K. shall make
recommendations and effect transactions with respect to foreign currency
matters, including foreign exchange contracts, foreign currency options,
foreign currency futures and related options on foreign currency futures and
forward foreign currency transactions. MLAM U.K. shall also make
recommendations or take action as to the manner in which voting rights, rights
to consent to corporate action and any other rights pertaining to the
portfolio securities of the Trust shall be exercised.

     MLAM U.K. will not hold money on behalf of FAM or the Trust, nor will
MLAM U.K. be the registered holder of the registered investments of FAM or the
Trust or be the custodian of documents or other evidence of title.

                                  ARTICLE II

                      Allocation of Charges and Expenses

     MLAM U.K. assumes and shall pay for maintaining the staff and personnel
necessary to perform its obligations under this Agreement and shall at its own
expense provide the office space, equipment and facilities which it is
obligated to provide under Article I hereof and shall pay all compensation of
officers of the Trust and all Trustees of the Trust who are affiliated persons
of MLAM U.K.

                                  ARTICLE III

                           Compensation of MLAM U.K.

     For the services rendered, the facilities furnished and expenses assumed
by MLAM U.K., FAM shall pay to MLAM U.K. a fee in an amount to be determined
from time to time by FAM and MLAM U.K. but in no event in excess of the amount
that FAM actually receives for providing services to the Trust pursuant to the
Investment Advisory Agreement.

                                  ARTICLE IV

                     Limitation of Liability of MLAM U.K.

     MLAM U.K. shall not be liable for any error of judgment or mistake of law
or for any loss arising out of any investment or for any act or omission in
the performance of sub-advisory services rendered with respect to the Trust,
except for willful misfeasance, bad faith or gross negligence in the
performance of its duties, or by reason of reckless disregard of its
obligations and duties hereunder. As used in this Article IV, MLAM U.K. shall
include any affiliates of MLAM U.K. performing services for FAM contemplated
hereby and directors, officers and employees of MLAM U.K. and such affiliates.

                                   ARTICLE V

                            Activities of MLAM U.K.

     The services of MLAM U.K. to the Trust are not to be deemed to be
exclusive, MLAM U.K. and any person controlled by or under common control with
MLAM U.K. (for purposes of this Article V referred to as "affiliates") being
free to render services to others. It is understood that Directors, officers,
employees and shareholders of the Trust are or may become interested in MLAM
U.K. and its affiliates, as directors, officers, employees and shareholders or
otherwise and that directors, officers, employees and shareholders of MLAM
U.K. and its affiliates are or may become similarly interested in the Trust,
and that MLAM U.K. and directors, officers, employees, partners and
shareholders of its affiliates may become interested in the Trust as
shareholders or otherwise.

                                  ARTICLE VI

                  MLAM U.K. Statements Pursuant to IMRO Rules

     Any complaints concerning MLAM U.K. should be in writing addressed to the
attention of the Managing Director of MLAM U.K. FAM has the right to obtain
from MLAM U.K. a copy of the IMRO complaints procedure and to approach IMRO
and the Investment Ombudsman directly.

     MLAM U.K. may make recommendations, subject to the investment
restrictions referred to in Article I herein, regarding Investments Not
Readily Realisable (as that term is used in the IMRO Rules) or investments
denominated in a currency other than British pound sterling. There can be no
certainty that market makers will be prepared to deal in unlisted or thinly
traded securities and an accurate valuation may be hard to obtain. The value
of investments recommended by MLAM U.K. may be subject to exchange rate
fluctuations which may have favorable or unfavorable effects on investments.

     MLAM U.K. may make recommendations, subject to the investment
restrictions referred to in Article I herein, regarding options, futures or
contracts for differences. Markets can be highly volatile and such investments
carry a high degree of risk of loss exceeding the original investment and any
margin on deposit.

                                  ARTICLE VII

                  Duration and Termination of this Agreement

     This Agreement shall become effective as of the date first above written
and shall remain in force for a period of two years thereafter and thereafter
continue from year to year (i) the Trustees of the Trust or by the vote of a
majority of the outstanding voting securities of the Trust and (ii) a majority
of those Trustees who are not parties to this Agreement or interested persons
of any such party cast in person at a meeting called for the purpose of voting
on such approval.

     This Agreement may be terminated at any time, without the payment of any
penalty, by FAM or by vote of a majority of the outstanding voting securities
of the Trust, or by MLAM U.K., on sixty days' written notice to the other
party. This Agreement shall automatically terminate in the event of its
assignment or in the event of the termination of the Investment Advisory
Agreement. Any termination shall be without prejudice to the completion of
transactions already initiated.

                                 ARTICLE VIII

                         Amendments of this Agreement

     This Agreement may be amended by the parties only if such amendment is
specifically approved by (i) the Trustees of the Trust or by the vote of a
majority of outstanding voting securities of the Trust and (ii) a majority of
those Trustees who are not parties to this Agreement or interested persons of
any such party cast in person at a meeting called for the purpose of voting on
such approval.

                                  ARTICLE IX

                         Definitions of Certain Terms

     The terms "vote of a majority of the outstanding voting securities,"
"assignment," "affiliated person" and "interested person," when used in this
Agreement, shall have the respective meanings specified in the Investment
Company Act and the rules and regulations thereunder, subject, however, to
such exemptions as may be granted by the Securities and Exchange Commission
under said Act.

                                   ARTICLE X

                                 Governing Law

     This Agreement shall be construed in accordance with the laws of the
State of New York and the applicable provisions of the Investment Company Act.
To the extent that the applicable laws of the State of New York, or any of the
provisions herein, conflict with the applicable provisions of the Investment
Company Act, the latter shall control.







     IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the date first above written.

                                    FUND ASSET MANAGEMENT, L.P.



                                    By:
                                        -----------------------------------
                                        Title:


                                    MERRILL LYNCH ASSET MANAGEMENT U.K. LIMITED


                                    By:
                                        ------------------------------------
                                        Title:




                                                                     EXHIBIT D


                         INVESTMENT ADVISORY AGREEMENT


     AGREEMENT, made as of the _____ day of __________, 2000, by and between
MASTER STRATEGIC DIVIDEND TRUST, a Delaware business trust (hereinafter
referred to as the "Trust"), and FUND ASSET MANAGEMENT, L.P., a Delaware
limited partnership (the "Investment Adviser").

                             W I T N E S S E T H:
                             - - - - - - - - - -


     WHEREAS, the Trust intends to engage in business as an open-end
diversified management investment company and is registered as such under the
Investment Company Act of 1940, as amended (the "Investment Company Act"); and

     WHEREAS, the Investment Adviser is engaged principally in rendering
management and investment advisory services and is registered as an investment
adviser under the Investment Advisers Act of 1940, as amended; and

     WHEREAS, the Trust desires to retain the Investment Adviser to render
management and investment advisory services to the Trust in the manner and on
the terms hereinafter set forth; and

     WHEREAS, the Investment Adviser is willing to provide management and
investment advisory services to the Trust on the terms and conditions
hereinafter set forth; and

     WHEREAS, the Trust serves as the "master" portfolio for one or more
"feeder" funds (each, a "Fund") that invest all of their assets in the Trust
and that have the same investment objective and policies as the Trust.

     NOW, THEREFORE, in consideration of the promises and the covenants
hereinafter contained, the Trust and the Investment Adviser hereby agree as
follows:


                                  ARTICLE I

                       Duties of the Investment Adviser

     The Trust hereby employs the Investment Adviser to act as a manager and
investment adviser of the Trust and to furnish, or arrange for affiliates to
furnish, the management and investment advisory services described below,
subject to the policies of, review by and overall control of the Board of
Trustees of the Trust, for the period and on the terms and conditions set
forth in this Agreement. The Investment Adviser hereby accepts such employment
and agrees during such period, at its own expense, to render, or arrange for
the rendering of, such services and to assume the obligations herein set forth
for the compensation provided for herein. The Investment Adviser and its
affiliates shall for all purposes herein be deemed to be independent
contractors and shall, unless otherwise expressly provided or authorized, have
no authority to act for or represent the Trust in any way or otherwise be
deemed agents of the Trust.

     (a) Management Services. The Investment Adviser shall perform (or arrange
for the performance by affiliates of) the management and administrative
services necessary for the operation of the Trust including administering
shareholder accounts and handling shareholder relations for the Trust. It is
understood that the Investment Adviser or its affiliates may enter into
separate agreements with each Fund for the provision of management and
administrative services necessary for the operation of each Fund. The
Investment Adviser shall provide the Trust with office space, facilities,
equipment and necessary personnel and such other services as the Investment
Adviser, subject to review by the Board of Trustees, shall from time to time
determine to be necessary or useful to perform its obligations under this
Agreement. The Investment Adviser shall also, on behalf of the Trust, conduct
relations with custodians, depositories, transfer agents, dividend disbursing
agents, other shareholder servicing agents, pricing agents, accountants,
attorneys, underwriters, brokers and dealers, corporate fiduciaries, insurers,
banks and such other persons in any such other capacity deemed to be necessary
or desirable. The Investment Adviser shall generally monitor the Trust's
compliance with investment policies and restrictions as set forth in the
current registration statement relating to the Trust under the Investment
Company Act (the "Registration Statement"). The Investment Adviser shall make
reports to the Board of Trustees of its performance of obligations here under
and furnish advice and recommendations with respect to such other aspects of
the business and affairs of the Trust as it shall determine to be desirable.

     (b) Investment Advisory Services. The Investment Adviser shall provide
(or arrange for the provision by affiliates of) the Trust with such investment
research, advice and supervision as the latter may from time to time consider
necessary for the proper supervision of the assets of the Trust, shall furnish
continuously an investment program for the Trust and shall determine from time
to time which securities shall be purchased, sold or exchanged and what
portion of the assets of the Trust shall be held in the various securities in
which the Trust invests or cash, subject always to the restrictions set forth
in the Declaration of Trust and the By-Laws of the Trust, as amended from time
to time, the provisions of the Investment Company Act and the statements
relating to the Trust's investment objectives, investment policies and
investment restrictions as the same are set forth in the Registration
Statement. The Investment Adviser shall make decisions for the Trust as to the
manner in which voting rights, rights to consent to corporate action and any
other rights pertaining to the Trust's portfolio securities shall be
exercised. Should the Board of Trustees at any time, however, make any
definite determination as to investment policy and notify the Investment
Adviser thereof in writing, the Investment Adviser shall be bound by such
determination for the period, if any, specified in such notice or until
similarly notified that such determination has been revoked. The Investment
Adviser shall take, on behalf of the Trust, all actions which it deems
necessary to implement the investment policies determined as provided above
and, in particular, to place all orders for the purchase or sale of portfolio
securities for the Trust's account with brokers or dealers selected by it, and
to that end, the Investment Adviser is authorized as the agent of the Trust to
give instructions to the Custodian of the Trust as to deliveries of securities
and payments of cash for the account of the Trust. In connection with the
selection of such brokers or dealers and the placing of such orders with
respect to assets of the Trust, the Investment Adviser is directed at all
times to seek to obtain execution and prices within the policy guidelines
determined by the Board of Trustees as set forth in the Registration
Statement. Subject to this requirement and the provisions of the Investment
Company Act, the Securities Exchange Act of 1934, as amended, and other
applicable provisions of law, the Investment Adviser may select brokers or
dealers with which it or the Trust is affiliated.

     (c) Affiliated Sub-Advisers. In carrying out its responsibilities
hereunder, the Investment Adviser may employ, retain or otherwise avail itself
of the services of other persons or entities including without limitation,
affiliates of the Investment Adviser, on such terms as the Investment Adviser
shall determine to be necessary, desirable or appropriate. However, if the
Investment Adviser chooses to retain or avail itself of the services of
another person or entity to manage assets of the Trust, such other person or
entity must be (i) an affiliate of the Investment Adviser, (ii) retained at
the Investment Adviser's own cost and expense, and (iii) retained subject to
the requirements of Section 15 of the Investment Company Act. Retention of one
or more affiliated sub-advisers, or the employment or retention of other
persons or entities to perform services, shall in no way reduce the
responsibilities or obligations of the Investment Adviser under this Agreement
and the Investment Adviser shall be responsible for all acts and omissions of
such affiliated sub-advisers, or other persons or entities, in connection with
the performance of the Investment Adviser's duties hereunder.

     (d) Notice Upon Change in Partners of the Investment Adviser. The
Investment Adviser is a limited partnership and its limited partner is Merrill
Lynch & Co., Inc. and its general partner is Princeton Services, Inc. The
Investment Adviser will notify the Trust of any change in the membership of
the partnership within a reasonable time after such change.


                                  ARTICLE II

                      Allocation of Charges and Expenses

     (a) The Investment Adviser. The Investment Adviser assumes and shall pay
for maintaining the staff and personnel necessary to perform its obligations
under this Agreement, and shall at its own expense, provide the office space,
facilities, equipment and necessary personnel which it is obligated to provide
under Article I hereof, and shall pay all compensation of officers of the
Trust and all Trustees of the Trust who are affiliated persons of the
Investment Adviser.

     (b) The Trust. The Trust assumes and shall pay or cause to be paid all
other expenses of the Trust including, without limitation: taxes, expenses for
legal and auditing services, costs of printing proxies, stock certificates,
shareholder reports, and Registration Statements, charges of the custodian,
any sub-custodian and transfer agent, expenses of portfolio transactions,
Securities and Exchange Commission fees, expenses of registering the shares
under Federal, state and foreign laws, fees and actual out-of-pocket expenses
of all Trustees of the Trust who are not affiliated persons of the Investment
Adviser, accounting and pricing costs (including the daily calculation of the
net asset value), insurance, and interest, brokerage costs, litigation and
other extraordinary or non-recurring expenses, and other expenses properly
payable by the Trust. It also is understood that the Trust will reimburse the
Investment Adviser for its costs incurred in providing accounting services to
the Trust.

                                 ARTICLE III

                    Compensation of the Investment Adviser

     (a) Investment Advisory Fee. For the services rendered, the facilities
furnished and expenses assumed by the Investment Adviser, the Trust shall pay
to the Investment Adviser at the end of each calendar month a fee based on the
average daily value of the net assets of the Trust at the annual rate of .35
of 1.0% of the average daily net assets of the Trust commencing on the day
following effectiveness hereof, as determined and computed in accordance with
the description of the determination of net asset value contained in the
Prospectus and Statement of Additional Information of the Trust. If this
Agreement becomes effective subsequent to the first day of a month or shall
terminate before the last day of a month, compensation for that part of the
month this Agreement is in effect shall be prorated in a manner consistent
with the calculation of the fee as set forth above. Subject to the provisions
of subsection (b) hereof, payment of the Investment Adviser's compensation for
the preceding month shall be made as promptly as possible after completion of
the computations contemplated by subsection (b) hereof. During any period when
the determination of net asset value is suspended by the Board of Trustees,
the average net asset value of a share for the day prior to such suspension
shall for this purpose be deemed to be the net asset value each succeeding day
until it is again determined.

     (b) Expense Limitations. In the event the operating expenses of the
Trust, including amounts payable to the Investment Adviser pursuant to
subsection (a) hereof, for any fiscal year ending on a date on which this
Agreement is in effect exceed the expense limitations applicable to the Trust
imposed by applicable state securities laws or regulations thereunder, as such
limitations may be raised, lowered or waived from time to time, the Investment
Adviser shall reduce its management and investment advisory fee by the extent
of such excess and, if required pursuant to any such laws or regulations, will
reimburse the Trust in the amount of such excess; provided, however, to the
extent permitted by law, there shall be excluded from such expenses the amount
of any interest, taxes, brokerage commissions and extraordinary expenses
(including but not limited to legal claims and liabilities and litigation
costs and any indemnification related thereto) paid or payable by the Trust.
Whenever the expenses of the Trust exceed a pro rata portion of the applicable
annual expense limitations, the estimated amount of reimbursement under such
limitations shall be applicable as an offset against the monthly payment of
the fee due to the Investment Adviser. Should two or more such expense
limitations be applicable as at the end of the last business day of the month,
that expense limitation which results in the largest reduction in the
Investment Adviser's fee shall be applicable.

                                 ARTICLE IV

               Limitation of Liability of the Investment Adviser

     The Investment Adviser shall not be liable for any error of judgment or
mistake of law or for any loss arising out of any investment or for any act or
omission in the management of the Trust, except for willful misfeasance, bad
faith or gross negligence in the performance of its duties, or by reason of
reckless disregard of its obligations and duties hereunder. As used in this
Article IV, the term "Investment Adviser" shall include any affiliates of the
Investment Adviser performing services for the Trust contemplated hereby and
directors, officers and employees of the Investment Adviser and such
affiliates.

                                  ARTICLE V

                     Activities of the Investment Adviser

     The services of the Investment Adviser to the Trust are not to be deemed
to be exclusive: the Investment Adviser and any person controlled by or under
common control with the Investment Adviser (for purposes of this Article V
referred to as "affiliates") are free to render services to others. It is
understood that the Board of Trustees, officers, employees and shareholders of
the Trust are or may become interested in the Investment Adviser and its
affiliates, as directors, officers, employees, partners, and shareholders or
otherwise and that directors, officers, employees, partners, and shareholders
of the Investment Adviser and its affiliates are or may become similarly
interested in the Trust, and that the Investment Adviser and directors,
officers, employees, partners, and shareholders of its affiliates may become
interested in the Trust as shareholders or otherwise.

                                 ARTICLE VI

                  Duration and Termination of this Agreement

     This Agreement shall become effective as of the date first above written
and shall remain in force for a period of two years thereafter and thereafter
continue from year to year, but only so long as such continuance is
specifically approved at least annually by (i) the Board of Trustees of the
Trust, or by the vote of a majority of the outstanding voting securities of
the Trust, and (ii) a majority of those Trustees who are not parties to this
Agreement or interested persons of any such party cast in person at a meeting
called for the purpose of voting on such approval.

     This Agreement may be terminated at any time, without the payment of any
penalty, by the Board of Trustees or by vote of a majority of the outstanding
voting securities of the Trust, or by the Investment Adviser, on sixty days'
written notice to the other party. This Agreement shall automatically
terminate in the event of its assignment.


                                 ARTICLE VII

                         Amendments of this Agreement

     This Agreement may be amended by the parties only if such amendment is
specifically approved by (i) the vote of the Trustees, or by the of a majority
of outstanding voting securities of the Trust, and (ii) a majority of those
Trustees who are not parties to this Agreement or interested persons of any
such party cast in person at a meeting called for the purpose of voting on
such approval.

                                ARTICLE VIII

                         Definitions of Certain Terms

     The terms "vote of a majority of the outstanding voting securities,"
"assignment," "affiliated person" and "interested person", when used in this
Agreement, shall have the respective meanings specified in the Investment
Company Act and the rules and regulations thereunder, subject, however, to
such exemptions as may be granted by the Securities and Exchange Commission
under said Act.

                                 ARTICLE IX

                                 Governing Law

     This Agreement shall be construed in accordance with laws of the State of
New York and the applicable provisions of the Investment Company Act. To the
extent that the applicable laws of the State of New York, or any of the
provisions herein, conflict with the applicable provisions of the Investment
Company Act, the latter shall control.






     IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the date first above written.

                                            MASTER STRATEGIC DIVIDEND TRUST



                                            By
                                               -------------------------------
                                               Title:




                                            FUND ASSET MANAGEMENT, L.P.



                                            By
                                               -------------------------------
                                               Title:




                           ADMINISTRATION AGREEMENT

     AGREEMENT made as of ____________, 2000, by and between MERRILL LYNCH
STRATEGIC DIVIDEND FUND, a Massachusetts business trust (the "Fund") and FUND
ASSET MANAGEMENT, L.P., a Delaware limited partnership (the "Administrator").

                                  WITNESSETH:

     WHEREAS, the Fund is engaged in business as an open-end diversified
management investment company and is registered as such under the Investment
Company Act of 1940, as amended (the "Investment Company Act"); and

     WHEREAS, the Fund desires to retain the Administrator to provide
management and administrative services to the Fund in the manner and on the
terms hereinafter set forth; and

     WHEREAS, the Administrator is willing to provide management and
administrative services to the Fund on the terms and conditions hereafter set
forth; and

     WHEREAS, the Fund is one of the "feeder" funds for and invests all of its
assets in Master Strategic Dividend Trust, which serves as the "master"
portfolio and has the same investment objective and policies as the Fund;

     NOW, THEREFORE, in consideration of the premises and the covenants
hereinafter contained, the Fund and the Administrator hereby agree as follows:

                                   ARTICLE I
                          DUTIES OF THE ADMINISTRATOR

     The Fund hereby employs the Administrator to act as a manager and
administrator and to furnish, or arrange for affiliates to furnish, the
management and administrative services described below, subject to review by
and the overall control of the Board of Trustees of the Fund (the "Trustees"),
for the period and on the terms and conditions set forth in this Agreement.
The Administrator hereby accepts such employment and agrees during such
period, at its own expense, to render, or arrange for the rendering of, such
services and to assume the obligations herein set forth for the compensation
provided for herein. The Administrator and its affiliates shall for all
purposes herein be deemed to be independent contractors and shall, unless
otherwise expressly provided or authorized, have no authority to act for or
represent the Fund in any way or otherwise be deemed agents of the Fund.

     Management Services. The Administrator shall perform (or arrange for the
performance by affiliates of) the management and administrative services
necessary for the operation of the Fund including administering shareholder
accounts and handling shareholder relations. The Administrator shall provide
the Fund with office space, facilities, equipment and necessary personnel and
such other services as the Administrator, subject to review by the Trustees,
shall from time to time determine to be necessary or useful to perform its
obligations under this Agreement. The Administrator shall also, on behalf of
the Fund, conduct relations with custodians, depositories, transfer agents,
dividend disbursing agents, other shareholder servicing agents, accountants,
attorneys, underwriters, brokers and dealers, corporate fiduciaries, insurers,
banks and such other persons in any such other capacity deemed to be necessary
or desirable. The Administrator shall make reports to the Trustees of its
performance of obligations hereunder and furnish advice and recommendations
with respect to such other aspects of the business and affairs of the Fund as
it shall determine to be desirable.

                                  ARTICLE II
                      ALLOCATION OF CHARGES AND EXPENSES

     (a) The Administrator. The Administrator assumes and shall pay, or cause
its affiliate to pay, for maintaining the staff and personnel necessary to
perform its obligations under this Agreement, and shall, at its own expense,
provide the office space, facilities and necessary personnel which it is
obligated to provided under Article I hereof. The Administrator shall pay, or
cause its affiliate to pay, compensation of all officers of the Fund and all
Directors of the Fund who are affiliated persons of the Administrator or of an
affiliate of the Administrator.

         (b) The Fund. The Fund assumes and shall pay or cause to be paid all
other expenses of the Fund (except for the expenses paid by the distributor of
the Fund's shares (the "Distributor")), including, without limitation: taxes,
expenses for legal and auditing services, costs of printing proxies,
shareholder reports, prospectuses and statements of additional information,
charges of the custodian, any sub-custodian and transfer agent, expenses of
portfolio transactions, expenses of redemption of shares, Securities and
Exchange Commission fees, expenses of registering the shares under Federal,
state and foreign laws, fees and actual out-of-pocket expenses of Trustees who
are not affiliated persons of the Administrator, or of an affiliate of the
Administrator, accounting and pricing costs (including the daily calculation
of the net asset value), insurance, interest, brokerage costs, litigation and
other extraordinary or non-recurring expenses, and other expenses properly
payable by the Fund. It also is understood that the Fund will reimburse the
Administrator for its costs in providing accounting services to the Fund. The
Distributor will pay certain of the expenses of the Fund incurred in
connection with the continuous offering of shares of beneficial interest in
the Fund.

                                  ARTICLE III
                       COMPENSATION OF THE ADMINISTRATOR

     Administrative Fees. For the services rendered, the facilities furnished
and expenses assumed by the Administrator, the Fund shall pay to the
Administrator at the end of each calendar month a fee based upon the average
daily value of the net assets of the Fund, as determined and computed in
accordance with the description of the determination of net asset value
contained in the prospectus and statement of additional information of the
Fund, at the annual rate of 0.25% of the average daily net assets of the Fund,
commencing on the day following effectiveness hereof. If this Agreement
becomes effective subsequent to the first day of a month or shall terminate
before the last day of a month, compensation for that part of the month this
Agreement is in effect shall be prorated in a manner consistent with the
calculation of the fee as set forth above. Payment of the Administrator's
compensation for the preceding month shall be made as promptly as possible
after completion of the computations contemplated above. During any period
when the determination of net asset value is suspended by the Trustees, the
net asset value of a share as of the last business day prior to such
suspension shall for this purpose be deemed to be the net asset value at the
close of each succeeding business day until it is again determined.

                                  ARTICLE IV
                 LIMITATION OF LIABILITY OF THE ADMINISTRATOR

     The Administrator shall not be liable for any error of judgment or
mistake of law or for any loss arising out of any act or omission in the
management and administration of the Fund, except for willful misfeasance, bad
faith or gross negligence in the performance of its duties, or by reason of
reckless disregard of its obligations and duties hereunder. As used in this
Article IV, the term "Administrator" shall include any affiliates of the
Administrator performing services for the Fund contemplated hereby and
partners, shareholders, directors, officers and employees of the Administrator
and such affiliates.

                                   ARTICLE V
                        ACTIVITIES OF THE ADMINISTRATOR

     The services of the Administrator to the Fund are not to be deemed to be
exclusive, and the Administrator and each affiliate is free to render services
to others. It is understood that Trustees, officers, employees and
shareholders of the Fund are or may become interested in the Administrator and
its affiliates, as directors, officers, employees, partners and shareholders
or otherwise, and that the Administrator and directors, officers, employees,
partners and shareholders of the Administrator and its affiliates are or may
become similarly interested in the Fund as shareholders or otherwise.

                                  ARTICLE VI
                  DURATION AND TERMINATION OF THIS AGREEMENT

     This Agreement shall become effective as of the date first above written
and shall remain in force for two years thereafter and thereafter continue
from year to year, but only so long as such continuance is specifically
approved at least annually by (i) the Trustees of the Fund, or by the vote of
a majority of the outstanding voting securities of the Fund, and (ii) a
majority of those Trustees who are not parties to this Agreement or interested
persons of any such party cast in person at a meeting called for the purpose
of voting on such approval.

     This Agreement may be terminated at any time, without the payment of any
penalty, by the Trustees or by the vote of a majority of the outstanding
voting securities of the Fund, or by the Administrator, on sixty days' written
notice to the other party. This Agreement shall automatically terminate in the
event of its assignment.

                                  ARTICLE VII
                         AMENDMENTS OF THIS AGREEMENT

     This Agreement may be amended by the parties only if such amendment is
specifically approved by a majority of those Trustees who are not parties to
this Agreement or interested persons of any such party cast in person at a
meeting called for the purpose of voting on such approval.

                                 ARTICLE VIII
                         DEFINITIONS OF CERTAIN TERMS

     The terms "vote of majority of the outstanding voting securities,"
"assignment," "affiliated person" and "interested person," when used in this
Agreement, shall have the respective meanings specified in the Investment
Company Act and the Rules and Regulations thereunder, subject, however, to
such exemptions as may be granted by the Securities and Exchange Commission
under said Act.

                           ARTICLE IX GOVERNING LAW

     This Agreement shall be construed in accordance with laws of the State of
New York and the applicable provisions of the Investment Company Act. To the
extent that the applicable laws of the State of New York, or any of the
provisions herein, conflict with the applicable provisions of the Investment
Company Act, the latter shall control.

                                   ARTICLE X
                              Personal Liability

     The Declaration of Trust establishing Merrill Lynch Strategic Dividend
Fund, dated May 14, 1987, a copy of which, together with all amendments thereto
(the "Declaration"), is on file in the office of the Secretary of the
Commonwealth of Massachusetts, provides that the name "Merrill Lynch Strategic
Dividend Fund," refers to the Trustees under the Declaration collectively as
Trustees, but not as individuals or personally; and no Trustee, shareholder,
officer, employee or agent of Merrill Lynch Strategic Dividend Fund, shall be
held to any personal liability, nor shall resort be had to their private
property for the satisfaction of any obligation or claim or otherwise in
connection with the affairs of said Merrill Lynch Strategic Dividend Fund, but
the "Trust Property" only shall be liable.







     IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the date first above written.

                                         MASTER STRATEGIC DIVIDEND TRUST


                                         By:
                                             -----------------------------
                                             Name:
                                             Title:


                                         FUND ASSET MANAGEMENT, L.P.


                                         By:
                                             -----------------------------
                                             Name:
                                             Title:



                            SUB-ADVISORY AGREEMENT

     AGREEMENT, made as of the _____ day of ________, 2000, by and between
FUND ASSET MANAGEMENT, L.P., a Delaware limited partnership (hereinafter
referred to as "FAM"), and MERRILL LYNCH ASSET MANAGEMENT U.K. LIMITED, a
corporation organized under the laws of England and Wales (hereinafter
referred to as "MLAM U.K.").

                             W I T N E S S E T H:
                             - - - - - - - - - -

     WHEREAS, MASTER STRATEGIC DIVIDEND TRUST (the "Trust") is a Delaware
business trust that intends to engage in business as a diversified, closed-end
investment company registered under the Investment Company Act of 1940, as
amended (hereinafter referred to as the "Investment Company Act"); and

     WHEREAS, FAM and MLAM U.K. are engaged principally in rendering
management and investment advisory services and are registered as investment
advisers under the Investment Advisers Act of 1940, as amended; and

     WHEREAS, MLAM U.K. is regulated by the Investment Management Regulatory
Organization, a self-regulating organization recognized under the Financial
Services Act of 1986 of the United Kingdom (hereinafter referred to as "IMRO"),
and the conduct of its investment business is regulated by IMRO; and

     WHEREAS, FAM has entered into an investment advisory agreement (the
"Investment Advisory Agreement") dated _____________, 2000, pursuant to which
FAM provides management and investment advisory services to the Trust; and

     WHEREAS, MLAM U.K. is willing to provide investment advisory services to
FAM in connection with the Trust's operations on the terms and conditions
hereinafter set forth;

     WHEREAS, the Trust serves as the "master" portfolio for one or more
"feeder" funds that invest all of their assets in the Trust and that have the
same investment objective and policies as the Trust.

     NOW, THEREFORE, in consideration of the premises and the covenants
hereinafter contained, MLAM U.K. and FAM hereby agree as follows:

                                   ARTICLE I
                              Duties of MLAM U.K.

     FAM hereby employs MLAM U.K. to act as investment adviser to FAM and to
furnish, or arrange for affiliates to furnish, the investment advisory
services described below, subject to the broad supervision of FAM and the
Trust, for the period and on the terms and conditions set forth in this
Agreement. MLAM U.K. hereby accepts such employment and agrees during such
period, at its own expense, to render, or arrange for the rendering of, such
services and to assume the obligations herein set forth for the compensation
provided for herein. FAM and its affiliates shall for all purposes herein be
deemed a Non Private Customer as defined under the rules promulgated by IMRO
(hereinafter referred to as the "IMRO Rules"). MLAM U.K. and its affiliates
shall for all purposes herein be deemed to be an independent contractor and
shall, unless otherwise expressly provided or authorized, have no authority to
act for or represent the Trust in any way or otherwise be deemed an agent of
the Trust.

     MLAM U.K. shall have the right to make unsolicited calls on FAM and shall
provide FAM with such investment research, advice and supervision as the
latter may from time to time consider necessary for the proper supervision of
the assets of the Trust; shall make recommendations from time to time as to
which securities shall be purchased, sold or exchanged and what portion of the
assets of the Trust shall be held in the various securities in which the Trust
invests, options, futures, options on futures or cash; all of the foregoing
subject always to the restrictions of the Declaration of Trust and By-Laws of
the Trust, as they may be amended and/or restated from time to time, the
provisions of the Investment Company Act and the statements relating to the
Trust's investment objective, investment policies and investment restrictions
as set forth in the current registration statement relating to the Trust under
the Investment Company Act or in other filings made by the Trust under Federal
securities laws (together, the "Registration Statement"). MLAM U.K. shall make
recommendations and effect transactions with respect to foreign currency
matters, including foreign exchange contracts, foreign currency options,
foreign currency futures and related options on foreign currency futures and
forward foreign currency transactions. MLAM U.K. shall also make
recommendations or take action as to the manner in which voting rights, rights
to consent to corporate action and any other rights pertaining to the
portfolio securities of the Trust shall be exercised.

     MLAM U.K. will not hold money on behalf of FAM or the Trust, nor will
MLAM U.K. be the registered holder of the registered investments of FAM or the
Trust or be the custodian of documents or other evidence of title.

                                  ARTICLE II
                      Allocation of Charges and Expenses

         MLAM U.K. assumes and shall pay for maintaining the staff and
personnel necessary to perform its obligations under this Agreement and shall
at its own expense provide the office space, equipment and facilities which it
is obligated to provide under Article I hereof and shall pay all compensation
of officers of the Trust and all Trustees of the Trust who are affiliated
persons of MLAM U.K.

                                  ARTICLE III
                           Compensation of MLAM U.K.

     For the services rendered, the facilities furnished and expenses assumed
by MLAM U.K., FAM shall pay to MLAM U.K. a fee in an amount to be determined
from time to time by FAM and MLAM U.K. but in no event in excess of the amount
that FAM actually receives for providing services to the Trust pursuant to the
Investment Advisory Agreement.

                                  ARTICLE IV
                     Limitation of Liability of MLAM U.K.

     MLAM U.K. shall not be liable for any error of judgment or mistake of law
or for any loss arising out of any investment or for any act or omission in
the performance of sub-advisory services rendered with respect to the Trust,
except for willful misfeasance, bad faith or gross negligence in the
performance of its duties, or by reason of reckless disregard of its
obligations and duties hereunder. As used in this Article IV, MLAM U.K. shall
include any affiliates of MLAM U.K. performing services for FAM contemplated
hereby and directors, officers and employees of MLAM U.K. and such affiliates.

                                   ARTICLE V
                            Activities of MLAM U.K.

     The services of MLAM U.K. to the Trust are not to be deemed to be
exclusive, MLAM U.K. and any person controlled by or under common control with
MLAM U.K. (for purposes of this Article V referred to as "affiliates") being
free to render services to others. It is understood that Directors, officers,
employees and shareholders of the Trust are or may become interested in MLAM
U.K. and its affiliates, as directors, officers, employees and shareholders or
otherwise and that directors, officers, employees and shareholders of MLAM
U.K. and its affiliates are or may become similarly interested in the Trust,
and that MLAM U.K. and directors, officers, employees, partners and
shareholders of its affiliates may become interested in the Trust as
shareholders or otherwise.

                                  ARTICLE VI
                  MLAM U.K. Statements Pursuant to IMRO Rules

     Any complaints concerning MLAM U.K. should be in writing addressed to the
attention of the Managing Director of MLAM U.K. FAM has the right to obtain
from MLAM U.K. a copy of the IMRO complaints procedure and to approach IMRO
and the Investment Ombudsman directly.

     MLAM U.K. may make recommendations, subject to the investment
restrictions referred to in Article I herein, regarding Investments Not
Readily Realisable (as that term is used in the IMRO Rules) or investments
denominated in a currency other than British pound sterling. There can be no
certainty that market makers will be prepared to deal in unlisted or thinly
traded securities and an accurate valuation may be hard to obtain. The value
of investments recommended by MLAM U.K. may be subject to exchange rate
fluctuations which may have favorable or unfavorable effects on investments.

     MLAM U.K. may make recommendations, subject to the investment
restrictions referred to in Article I herein, regarding options, futures or
contracts for differences. Markets can be highly volatile and such investments
carry a high degree of risk of loss exceeding the original investment and any
margin on deposit.

                                  ARTICLE VII
                  Duration and Termination of this Agreement

     This Agreement shall become effective as of the date first above written
and shall remain in force for a period of two years thereafter and thereafter
continue from year to year (i) the Trustees of the Trust or by the vote of a
majority of the outstanding voting securities of the Trust and (ii) a majority
of those Trustees who are not parties to this Agreement or interested persons
of any such party cast in person at a meeting called for the purpose of voting
on such approval.

     This Agreement may be terminated at any time, without the payment of any
penalty, by FAM or by vote of a majority of the outstanding voting securities
of the Trust, or by MLAM U.K., on sixty days' written notice to the other
party. This Agreement shall automatically terminate in the event of its
assignment or in the event of the termination of the Investment Advisory
Agreement. Any termination shall be without prejudice to the completion of
transactions already initiated.

                                 ARTICLE VIII
                         Amendments of this Agreement

     This Agreement may be amended by the parties only if such amendment is
specifically approved by (i) the Trustees of the Trust or by the vote of a
majority of outstanding voting securities of the Trust and (ii) a majority of
those Trustees who are not parties to this Agreement or interested persons of
any such party cast in person at a meeting called for the purpose of voting on
such approval.

                                  ARTICLE IX
                         Definitions of Certain Terms

     The terms "vote of a majority of the outstanding voting securities,"
"assignment," "affiliated person" and "interested person," when used in this
Agreement, shall have the respective meanings specified in the Investment
Company Act and the rules and regulations thereunder, subject, however, to
such exemptions as may be granted by the Securities and Exchange Commission
under said Act.

                                   ARTICLE X
                                 Governing Law

     This Agreement shall be construed in accordance with the laws of the
State of New York and the applicable provisions of the Investment Company Act.
To the extent that the applicable laws of the State of New York, or any of the
provisions herein, conflict with the applicable provisions of the Investment
Company Act, the latter shall control.







     IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the date first above written.

                                 FUND ASSET MANAGEMENT, L.P.


                                 By:
                                     ------------------------------------
                                     Title:


                                 MERRILL LYNCH ASSET MANAGEMENT U.K. LIMITED



                                 By:
                                     ------------------------------------
                                     Title:



                                                                     EXHIBIT E


                         INVESTMENT ADVISORY AGREEMENT


     AGREEMENT, made as of the _____ day of __________, 2000, by and between
MASTER U.S. HIGH YIELD TRUST, a Delaware business trust (hereinafter referred
to as the "Trust"), and FUND ASSET MANAGEMENT, L.P., a Delaware limited
partnership (the "Investment Adviser").

                             W I T N E S S E T H:


     WHEREAS, the Trust intends to engage in business as an open-end
diversified management investment company and is registered as such under the
Investment Company Act of 1940, as amended (the "Investment Company Act"); and

     WHEREAS, the Investment Adviser is engaged principally in rendering
management and investment advisory services and is registered as an investment
adviser under the Investment Advisers Act of 1940, as amended; and

     WHEREAS, the Trust desires to retain the Investment Adviser to render
management and investment advisory services to the Trust in the manner and on
the terms hereinafter set forth; and

     WHEREAS, the Investment Adviser is willing to provide management and
investment advisory services to the Trust on the terms and conditions
hereinafter set forth; and

     WHEREAS, the Trust serves as the "master" portfolio for one or more
"feeder" funds (each, a "Fund") that invest all of their assets in the Trust
and that have the same investment objective and policies as the Trust.

     NOW, THEREFORE, in consideration of the promises and the covenants
hereinafter contained, the Trust and the Investment Adviser hereby agree as
follows:

                                   ARTICLE I

                       Duties of the Investment Adviser

     The Trust hereby employs the Investment Adviser to act as a manager and
investment adviser of the Trust and to furnish, or arrange for affiliates to
furnish, the management and investment advisory services described below,
subject to the policies of, review by and overall control of the Board of
Trustees of the Trust, for the period and on the terms and conditions set
forth in this Agreement. The Investment Adviser hereby accepts such employment
and agrees during such period, at its own expense, to render, or arrange for
the rendering of, such services and to assume the obligations herein set forth
for the compensation provided for herein. The Investment Adviser and its
affiliates shall for all purposes herein be deemed to be independent
contractors and shall, unless otherwise expressly provided or authorized, have
no authority to act for or represent the Trust in any way or otherwise be
deemed agents of the Trust.

     (a) Management Services. The Investment Adviser shall perform (or arrange
for the performance by affiliates of) the management and administrative
services necessary for the operation of the Trust including administering
shareholder accounts and handling shareholder relations for the Trust. It is
understood that the Investment Adviser or its affiliates may enter into
separate agreements with each Fund for the provision of management and
administrative services necessary for the operation of each Fund. The
Investment Adviser shall provide the Trust with office space, facilities,
equipment and necessary personnel and such other services as the Investment
Adviser, subject to review by the Board of Trustees, shall from time to time
determine to be necessary or useful to perform its obligations under this
Agreement. The Investment Adviser shall also, on behalf of the Trust, conduct
relations with custodians, depositories, transfer agents, dividend disbursing
agents, other shareholder servicing agents, pricing agents, accountants,
attorneys, underwriters, brokers and dealers, corporate fiduciaries, insurers,
banks and such other persons in any such other capacity deemed to be necessary
or desirable. The Investment Adviser shall generally monitor the Trust's
compliance with investment policies and restrictions as set forth in the
current registration statement relating to the Trust under the Investment
Company Act (the "Registration Statement"). The Investment Adviser shall make
reports to the Board of Trustees of its performance of obligations hereunder
and furnish advice and recommendations with respect to such other aspects of
the business and affairs of the Trust as it shall determine to be desirable.

     (b) Investment Advisory Services. The Investment Adviser shall provide
(or arrange for the provision by affiliates of) the Trust with such investment
research, advice and supervision as the latter may from time to time consider
necessary for the proper supervision of the assets of the Trust, shall furnish
continuously an investment program for the Trust and shall determine from time
to time which securities shall be purchased, sold or exchanged and what
portion of the assets of the Trust shall be held in the various securities in
which the Trust invests or cash, subject always to the restrictions set forth
in the Declaration of Trust and the By-Laws of the Trust, as amended from time
to time, the provisions of the Investment Company Act and the statements
relating to the Trust's investment objectives, investment policies and
investment restrictions as the same are set forth in the Registration
Statement. The Investment Adviser shall make decisions for the Trust as to the
manner in which voting rights, rights to consent to corporate action and any
other rights pertaining to the Trust's portfolio securities shall be
exercised. Should the Board of Trustees at any time, however, make any
definite determination as to investment policy and notify the Investment
Adviser thereof in writing, the Investment Adviser shall be bound by such
determination for the period, if any, specified in such notice or until
similarly notified that such determination has been revoked. The Investment
Adviser shall take, on behalf of the Trust, all actions which it deems
necessary to implement the investment policies determined as provided above
and, in particular, to place all orders for the purchase or sale of portfolio
securities for the Trust's account with brokers or dealers selected by it, and
to that end, the Investment Adviser is authorized as the agent of the Trust to
give instructions to the Custodian of the Trust as to deliveries of securities
and payments of cash for the account of the Trust. In connection with the
selection of such brokers or dealers and the placing of such orders with
respect to assets of the Trust, the Investment Adviser is directed at all
times to seek to obtain execution and prices within the policy guidelines
determined by the Board of Trustees as set forth in the Registration
Statement. Subject to this requirement and the provisions of the Investment
Company Act, the Securities Exchange Act of 1934, as amended, and other
applicable provisions of law, the Investment Adviser may select brokers or
dealers with which it or the Trust is affiliated.

     (c) Affiliated Sub-Advisers. In carrying out its responsibilities
hereunder, the Investment Adviser may employ, retain or otherwise avail itself
of the services of other persons or entities including without limitation,
affiliates of the Investment Adviser, on such terms as the Investment Adviser
shall determine to be necessary, desirable or appropriate. However, if the
Investment Adviser chooses to retain or avail itself of the services of
another person or entity to manage assets of the Trust, such other person or
entity must be (i) an affiliate of the Investment Adviser, (ii) retained at
the Investment Adviser's own cost and expense, and (iii) retained subject to
the requirements of Section 15 of the Investment Company Act. Retention of one
or more affiliated sub-advisers, or the employment or retention of other
persons or entities to perform services, shall in no way reduce the
responsibilities or obligations of the Investment Adviser under this Agreement
and the Investment Adviser shall be responsible for all acts and omissions of
such affiliated sub-advisers, or other persons or entities, in connection with
the performance of the Investment Adviser's duties hereunder.

     (d) Notice Upon Change in Partners of the Investment Adviser. The
Investment Adviser is a limited partnership and its limited partner is Merrill
Lynch & Co., Inc. and its general partner is Princeton Services, Inc. The
Investment Adviser will notify the Trust of any change in the membership of
the partnership within a reasonable time after such change.

                                  ARTICLE II

                      Allocation of Charges and Expenses

     (a) The Investment Adviser. The Investment Adviser assumes and shall pay
for maintaining the staff and personnel necessary to perform its obligations
under this Agreement, and shall at its own expense, provide the office space,
facilities, equipment and necessary personnel which it is obligated to provide
under Article I hereof, and shall pay all compensation of officers of the
Trust and all Trustees of the Trust who are affiliated persons of the
Investment Adviser.

     (b) The Trust. The Trust assumes and shall pay or cause to be paid all
other expenses of the Trust including, without limitation: taxes, expenses for
legal and auditing services, costs of printing proxies, stock certificates,
shareholder reports and Registration Statements, charges of the custodian, any
sub-custodian and transfer agent, expenses of portfolio transactions,
Securities and Exchange Commission fees, expenses of registering the shares
under Federal, state and foreign laws, fees and actual out-of-pocket expenses
of all Trustees of the Trust who are not affiliated persons of the Investment
Adviser, accounting and pricing costs (including the daily calculation of the
net asset value), insurance and interest, brokerage costs, litigation and
other extraordinary or non-recurring expenses, and other expenses properly
payable by the Trust.  It is also understood that the Trust will reimburse the
Investment Adviser for its costs incurred in providing accounting services to
the Trust.

                                  ARTICLE III

                    Compensation of the Investment Adviser

     (a) Investment Advisory Fee. For the services rendered, the facilities
furnished and expenses assumed by the Investment Adviser, the Trust shall pay
to the Investment Adviser at the end of each calendar month a fee based on the
average daily value of the net assets of the Trust at the annual rate of .35
of 1.0% of the average daily net assets of the Trust commencing on the day
following effectiveness hereof, as determined and computed in accordance with
the description of the determination of net asset value contained in the
Prospectus and Statement of Additional Information of the Trust. If this
Agreement becomes effective subsequent to the first day of a month or shall
terminate before the last day of a month, compensation for that part of the
month this Agreement is in effect shall be prorated in a manner consistent
with the calculation of the fee as set forth above. Subject to the provisions
of subsection (b) hereof, payment of the Investment Adviser's compensation for
the preceding month shall be made as promptly as possible after completion of
the computations contemplated by subsection (b) hereof. During any period when
the determination of net asset value is suspended by the Board of Trustees,
the average net asset value of a share for the day prior to such suspension
shall for this purpose be deemed to be the net asset value each succeeding day
until it is again determined.

     (b) Expense Limitations. In the event the operating expenses of the
Trust, including amounts payable to the Investment Adviser pursuant to
subsection (a) hereof, for any fiscal year ending on a date on which this
Agreement is in effect exceed the expense limitations applicable to the Trust
imposed by applicable state securities laws or regulations thereunder, as such
limitations may be raised, lowered or waived from time to time, the Investment
Adviser shall reduce its management and investment advisory fee by the extent
of such excess and, if required pursuant to any such laws or regulations, will
reimburse the Trust in the amount of such excess; provided, however, to the
extent permitted by law, there shall be excluded from such expenses the amount
of any interest, taxes, brokerage commissions and extraordinary expenses
(including but not limited to legal claims and liabilities and litigation
costs and any indemnification related thereto) paid or payable by the Trust.
Whenever the expenses of the Trust exceed a pro rata portion of the applicable
annual expense limitations, the estimated amount of reimbursement under such
limitations shall be applicable as an offset against the monthly payment of
the fee due to the Investment Adviser. Should two or more such expense
limitations be applicable as at the end of the last business day of the month,
that expense limitation which results in the largest reduction in the
Investment Adviser's fee shall be applicable.

                                  ARTICLE IV

               Limitation of Liability of the Investment Adviser

     The Investment Adviser shall not be liable for any error of judgment or
mistake of law or for any loss arising out of any investment or for any act or
omission in the management of the Trust, except for willful misfeasance, bad
faith or gross negligence in the performance of its duties, or by reason of
reckless disregard of its obligations and duties hereunder. As used in this
Article IV, the term "Investment Adviser" shall include any affiliates of the
Investment Adviser performing services for the Trust contemplated hereby and
directors, officers and employees of the Investment Adviser and such
affiliates.


                                   ARTICLE V

                     Activities of the Investment Adviser

     The services of the Investment Adviser to the Trust are not to be deemed
to be exclusive: the Investment Adviser and any person controlled by or under
common control with the Investment Adviser (for purposes of this Article V
referred to as "affiliates") are free to render services to others. It is
understood that the Board of Trustees, officers, employees and shareholders of
the Trust are or may become interested in the Investment Adviser and its
affiliates, as directors, officers, employees, partners, and shareholders or
otherwise and that directors, officers, employees, partners, and shareholders
of the Investment Adviser and its affiliates are or may become similarly
interested in the Trust, and that the Investment Adviser and directors,
officers, employees, partners, and shareholders of its affiliates may become
interested in the Trust as shareholders or otherwise.

                                  ARTICLE VI

                  Duration and Termination of this Agreement

     This Agreement shall become effective as of the date first above written
and shall remain in force for a period of two years thereafter and thereafter
continue from year to year, but only so long as such continuance is
specifically approved at least annually by (i) the Board of Trustees of the
Trust, or by the vote of a majority of the outstanding voting securities of
the Trust, and (ii) a majority of those Trustees who are not parties to this
Agreement or interested persons of any such party cast in person at a meeting
called for the purpose of voting on such approval. This Agreement may be
terminated at any time, without the payment of any penalty, by the Board of
Trustees or by vote of a majority of the outstanding voting securities of the
Trust, or by the Investment Adviser, on sixty days' written notice to the
other party. This Agreement shall automatically terminate in the event of its
assignment.

                                  ARTICLE VII

                         Amendments of this Agreement

     This Agreement may be amended by the parties only if such amendment is
specifically approved by (i) the vote of the Trustees, or by the _____ of a
majority of outstanding voting securities of the Trust, and (ii) a majority of
those Trustees who are not parties to this Agreement or interested persons of
any such party cast in person at a meeting called for the purpose of voting on
such approval.

                                 ARTICLE VIII

                         Definitions of Certain Terms

     The terms "vote of a majority of the outstanding voting securities,"
"assignment," "affiliated person" and "interested person", when used in this
Agreement, shall have the respective meanings specified in the Investment
Company Act and the rules and regulations thereunder, subject, however, to
such exemptions as may be granted by the Securities and Exchange Commission
under said Act.

                                  ARTICLE IX

                                 Governing Law

     This Agreement shall be construed in accordance with laws of the State of
New York and the applicable provisions of the Investment Company Act. To the
extent that the applicable laws of the State of New York, or any of the
provisions herein, conflict with the applicable provisions of the Investment
Company Act, the latter shall control.






     IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the date first above written.

                                         MASTER U.S. HIGH YIELD TRUST



                                         By
                                            ----------------------------------
                                            Title:


                                         FUND ASSET MANAGEMENT, L.P.


                                         By
                                            ----------------------------------
                                            Title:



                           ADMINISTRATION AGREEMENT

     AGREEMENT made as of ____________, 2000, by and between MERRILL LYNCH
U.S. HIGH YIELD FUND, INC., a Maryland corporation (the "Fund") and FUND ASSET
MANAGEMENT, L.P., a Delaware limited partnership (the "Administrator").

                                  WITNESSETH:

     WHEREAS, the Fund is engaged in business as an open-end diversified
management investment company and is registered as such under the Investment
Company Act of 1940, as amended (the "Investment Company Act"); and

     WHEREAS, the Fund desires to retain the Administrator to provide
management and administrative services to the Fund in the manner and on the
terms hereinafter set forth; and

     WHEREAS, the Administrator is willing to provide management and
administrative services to the Fund on the terms and conditions hereafter set
forth; and

     WHEREAS, the Fund is one of the "feeder" funds for and invests all of its
assets in Master U.S. High Yield Trust, which serves as the "master" portfolio
and has the same investment objective and policies as the Fund;

     NOW, THEREFORE, in consideration of the premises and the covenants
hereinafter contained, the Fund and the Administrator hereby agree as follows:

                                   ARTICLE I
                          DUTIES OF THE ADMINISTRATOR

     The Fund hereby employs the Administrator to act as a manager and
administrator and to furnish, or arrange for affiliates to furnish, the
management and administrative services described below, subject to review by
and the overall control of the Board of Directors of the Fund (the
"Directors"), for the period and on the terms and conditions set forth in this
Agreement. The Administrator hereby accepts such employment and agrees during
such period, at its own expense, to render, or arrange for the rendering of,
such services and to assume the obligations herein set forth for the
compensation provided for herein. The Administrator and its affiliates shall
for all purposes herein be deemed to be independent contractors and shall,
unless otherwise expressly provided or authorized, have no authority to act
for or represent the Fund in any way or otherwise be deemed agents of the
Fund.

     Management Services. The Administrator shall perform (or arrange for the
performance by affiliates of) the management and administrative services
necessary for the operation of the Fund including administering shareholder
accounts and handling shareholder relations. The Administrator shall provide
the Fund with office space, facilities, equipment and necessary personnel and
such other services as the Administrator, subject to review by the Directors,
shall from time to time determine to be necessary or useful to perform its
obligations under this Agreement. The Administrator shall also, on behalf of
the Fund, conduct relations with custodians, depositories, transfer agents,
dividend disbursing agents, other shareholder servicing agents, accountants,
attorneys, underwriters, brokers and dealers, corporate fiduciaries, insurers,
banks and such other persons in any such other capacity deemed to be necessary
or desirable. The Administrator shall make reports to the Directors of its
performance of obligations hereunder and furnish advice and recommendations
with respect to such other aspects of the business and affairs of the Fund as
it shall determine to be desirable.

                                  ARTICLE II
                      ALLOCATION OF CHARGES AND EXPENSES

     (a) The Administrator. The Administrator assumes and shall pay, or cause
its affiliate to pay, for maintaining the staff and personnel necessary to
perform its obligations under this Agreement, and shall, at its own expense,
provide the office space, facilities and necessary personnel which it is
obligated to provide under Article I hereof. The Administrator shall pay, or
cause its affiliate to pay, compensation of all officers of the Fund and all
Directors of the Fund who are affiliated persons of the Administrator or of an
affiliate of the Administrator.

     (b) The Fund. The Fund assumes and shall pay or cause to be paid all
other expenses of the Fund (except for the expenses paid by the distributor of
the Fund's shares (the "Distributor")), including, without limitation: taxes,
expenses for legal and auditing services, costs of printing proxies,
shareholder reports, prospectuses and statements of additional information,
charges of the custodian, any sub-custodian and transfer agent, expenses of
portfolio transactions, expenses of redemption of shares, Securities and
Exchange Commission fees, expenses of registering the shares under Federal,
state and foreign laws, fees and actual out-of-pocket expenses of Directors
who are not affiliated persons of the Administrator, or of an affiliate of the
Administrator, accounting and pricing costs (including the daily calculation
of the net asset value), insurance, interest, brokerage costs, litigation and
other extraordinary or non-recurring expenses, and other expenses properly
payable by the Fund. It also is understood that the Fund will reimburse the
Administrator for its costs in providing accounting services to the Fund. The
Distributor will pay certain of the expenses of the Fund incurred in
connection with the continuous offering of shares of common stock in the Fund.

                                  ARTICLE III
                       COMPENSATION OF THE ADMINISTRATOR

     Administrative Fees. For the services rendered, the facilities furnished
and expenses assumed by the Administrator, the Fund shall pay to the
Administrator at the end of each calendar month a fee based upon the average
daily value of the net assets of the Fund, as determined and computed in
accordance with the description of the determination of net asset value
contained in the prospectus and statement of additional information of the
Fund, at the annual rate of 0.25% of the average daily net assets of the Fund,
commencing on the day following effectiveness hereof. If this Agreement
becomes effective subsequent to the first day of a month or shall terminate
before the last day of a month, compensation for that part of the month this
Agreement is in effect shall be prorated in a manner consistent with the
calculation of the fee as set forth above. Payment of the Administrator's
compensation for the preceding month shall be made as promptly as possible
after completion of the computations contemplated above. During any period
when the determination of net asset value is suspended by the Directors, the
net asset value of a share as of the last business day prior to such
suspension shall for this purpose be deemed to be the net asset value at the
close of each succeeding business day until it is again determined.

                                  ARTICLE IV
                 LIMITATION OF LIABILITY OF THE ADMINISTRATOR

     The Administrator shall not be liable for any error of judgment or
mistake of law or for any loss arising out of any act or omission in the
management and administration of the Fund, except for willful misfeasance, bad
faith or gross negligence in the performance of its duties, or by reason of
reckless disregard of its obligations and duties hereunder. As used in this
Article IV, the term "Administrator" shall include any affiliates of the
Administrator performing services for the Fund contemplated hereby and
partners, shareholders, directors, officers and employees of the Administrator
and such affiliates.

                                   ARTICLE V
                        ACTIVITIES OF THE ADMINISTRATOR

     The services of the Administrator to the Fund are not to be deemed to be
exclusive, and the Administrator and each affiliate is free to render services
to others. It is understood that Directors, officers, employees and
shareholders of the Fund are or may become interested in the Administrator and
its affiliates, as directors, officers, employees, partners and shareholders
or otherwise, and that the Administrator and directors, officers, employees,
partners and shareholders of the Administrator and its affiliates are or may
become similarly interested in the Fund as shareholders or otherwise.

                                  ARTICLE VI
                  DURATION AND TERMINATION OF THIS AGREEMENT

     This Agreement shall become effective as of the date first above written
and shall remain in force for two years thereafter and thereafter continue
from year to year, but only so long as such continuance is specifically
approved at least annually by (i) the Directors of the Fund, or by the vote of
a majority of the outstanding voting securities of the Fund, and (ii) a
majority of those Directors who are not parties to this Agreement or
interested persons of any such party cast in person at a meeting called for
the purpose of voting on such approval.

     This Agreement may be terminated at any time, without the payment of any
penalty, by the Directors or by the vote of a majority of the outstanding
voting securities of the Fund, or by the Administrator, on sixty days' written
notice to the other party. This Agreement shall automatically terminate in the
event of its assignment.


                                  ARTICLE VII
                         AMENDMENTS OF THIS AGREEMENT

     This Agreement may be amended by the parties only if such amendment is
specifically approved by a majority of those Directors who are not parties to
this Agreement or interested persons of any such party cast in person at a
meeting called for the purpose of voting on such approval.

                                 ARTICLE VIII
                         DEFINITIONS OF CERTAIN TERMS

     The terms "vote of majority of the outstanding voting securities,"
"assignment," "affiliated person" and "interested person," when used in this
Agreement, shall have the respective meanings specified in the Investment
Company Act and the Rules and Regulations thereunder, subject, however, to
such exemptions as may be granted by the Securities and Exchange Commission
under said Act.

                                  ARTICLE IX
                                 GOVERNING LAW

     This Agreement shall be construed in accordance with laws of the State of
New York and the applicable provisions of the Investment Company Act. To the
extent that the applicable laws of the State of New York, or any of the
provisions herein, conflict with the applicable provisions of the Investment
Company Act, the latter shall control.








     IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the date first above written.

                                          MERRILL LYNCH U.S. HIGH YIELD
                                          FUND, INC.


                                          By:
                                              --------------------------------
                                              Name:
                                              Title:


                                          FUND ASSET MANAGEMENT, L.P.


                                          By:
                                              --------------------------------
                                              Name:
                                              Title:


                            SUB-ADVISORY AGREEMENT

     AGREEMENT, made as of the _____ day of __________, 2000, by and between
FUND ASSET MANAGEMENT, L.P., a Delaware limited partnership (hereinafter
referred to as "FAM"), and MERRILL LYNCH ASSET MANAGEMENT U.K. LIMITED, a
corporation organized under the laws of England and Wales (hereinafter
referred to as "MLAM U.K.").

                             W I T N E S S E T H:
                             - - - - - - - - - -

     WHEREAS, MASTER U.S. HIGH YIELD TRUST (the "Trust") is a Delaware
business trust that intends to engage in business as a diversified, closed-end
investment company registered under the Investment Company Act of 1940, as
amended (hereinafter referred to as the "Investment Company Act"); and

     WHEREAS, FAM and MLAM U.K. are engaged principally in rendering
management and investment advisory services and are registered as investment
advisers under the Investment Advisers Act of 1940, as amended; and

     WHEREAS, MLAM U.K. is regulated by the Investment Management Regulatory
Organization, a self-regulating organization recognized under the Financial
Services Act of 1986 of the United Kingdom (hereinafter referred to as
"IMRO"), and the conduct of its investment business is regulated by IMRO; and

     WHEREAS, FAM has entered into a investment advisory agreement (the
"Investment Advisory Agreement") dated _____________, 2000, pursuant to which
FAM provides management and investment advisory services to the Trust; and

     WHEREAS, MLAM U.K. is willing to provide investment advisory services to
FAM in connection with the Trust's operations on the terms and conditions
hereinafter set forth;

     WHEREAS, the Trust serves as the "master" portfolio for one or more
"feeder" funds that invest all of their assets in the Trust and that have the
same investment objective and policies as the Trust.

     NOW, THEREFORE, in consideration of the premises and the covenants
hereinafter contained, MLAM U.K. and FAM hereby agree as follows:

                                   ARTICLE I
                              Duties of MLAM U.K.

     FAM hereby employs MLAM U.K. to act as investment adviser to FAM and to
furnish, or arrange for affiliates to furnish, the investment advisory
services described below, subject to the broad supervision of FAM and the
Trust, for the period and on the terms and conditions set forth in this
Agreement. MLAM U.K. hereby accepts such employment and agrees during such
period, at its own expense, to render, or arrange for the rendering of, such
services and to assume the obligations herein set forth for the compensation
provided for herein. FAM and its affiliates shall for all purposes herein be
deemed a Non Private Customer as defined under the rules promulgated by IMRO
(hereinafter referred to as the "IMRO Rules"). MLAM U.K. and its affiliates
shall for all purposes herein be deemed to be an independent contractor and
shall, unless otherwise expressly provided or authorized, have no authority to
act for or represent the Trust in any way or otherwise be deemed an agent of
the Trust.

     MLAM U.K. shall have the right to make unsolicited calls on FAM and shall
provide FAM with such investment research, advice and supervision as the
latter may from time to time consider necessary for the proper supervision of
the assets of the Trust; shall make recommendations from time to time as to
which securities shall be purchased, sold or exchanged and what portion of the
assets of the Trust shall be held in the various securities in which the Trust
invests, options, futures, options on futures or cash; all of the foregoing
subject always to the restrictions of the Declaration of Trust and By-Laws of
the Trust, as they may be amended and/or restated from time to time, the
provisions of the Investment Company Act and the statements relating to the
Trust's investment objective, investment policies and investment restrictions
as set forth in the current registration statement relating to the Trust under
the Investment Company Act or in other filings made by the Trust under Federal
securities laws (together, the "Registration Statement"). MLAM U.K. shall make
recommendations and effect transactions with respect to foreign currency
matters, including foreign exchange contracts, foreign currency options,
foreign currency futures and related options on foreign currency futures and
forward foreign currency transactions. MLAM U.K. shall also make
recommendations or take action as to the manner in which voting rights, rights
to consent to corporate action and any other rights pertaining to the
portfolio securities of the Trust shall be exercised.

     MLAM U.K. will not hold money on behalf of FAM or the Trust, nor will
MLAM U.K. be the registered holder of the registered investments of FAM or the
Trust or be the custodian of documents or other evidence of title.

                                  ARTICLE II
                      Allocation of Charges and Expenses

     MLAM U.K. assumes and shall pay for maintaining the staff and personnel
necessary to perform its obligations under this Agreement and shall at its own
expense provide the office space, equipment and facilities which it is
obligated to provide under Article I hereof and shall pay all compensation of
officers of the Trust and all Trustees of the Trust who are affiliated persons
of MLAM U.K.

                                  ARTICLE III
                           Compensation of MLAM U.K.

     For the services rendered, the facilities furnished and expenses assumed
by MLAM U.K., FAM shall pay to MLAM U.K. a fee in an amount to be determined
from time to time by FAM and MLAM U.K. but in no event in excess of the amount
that FAM actually receives for providing services to the Trust pursuant to the
Investment Advisory Agreement.

                                  ARTICLE IV
                     Limitation of Liability of MLAM U.K.

     MLAM U.K. shall not be liable for any error of judgment or mistake of law
or for any loss arising out of any investment or for any act or omission in
the performance of sub-advisory services rendered with respect to the Trust,
except for willful misfeasance, bad faith or gross negligence in the
performance of its duties, or by reason of reckless disregard of its
obligations and duties hereunder. As used in this Article IV, MLAM U.K. shall
include any affiliates of MLAM U.K. performing services for FAM contemplated
hereby and directors, officers and employees of MLAM U.K. and such affiliates.

                                   ARTICLE V
                            Activities of MLAM U.K.

     The services of MLAM U.K. to the Trust are not to be deemed to be
exclusive, MLAM U.K. and any person controlled by or under common control with
MLAM U.K. (for purposes of this Article V referred to as "affiliates") being
free to render services to others. It is understood that Directors, officers,
employees and shareholders of the Trust are or may become interested in MLAM
U.K. and its affiliates, as directors, officers, employees and shareholders or
otherwise and that directors, officers, employees and shareholders of MLAM
U.K. and its affiliates are or may become similarly interested in the Trust,
and that MLAM U.K. and directors, officers, employees, partners and
shareholders of its affiliates may become interested in the Trust as
shareholders or otherwise.

                                  ARTICLE VI
                  MLAM U.K. Statements Pursuant to IMRO Rules

     Any complaints concerning MLAM U.K. should be in writing addressed to the
attention of the Managing Director of MLAM U.K. FAM has the right to obtain
from MLAM U.K. a copy of the IMRO complaints procedure and to approach IMRO
and the Investment Ombudsman directly.

     MLAM U.K. may make recommendations, subject to the investment
restrictions referred to in Article I herein, regarding Investments Not
Readily Realisable (as that term is used in the IMRO Rules) or investments
denominated in a currency other than British pound sterling. There can be no
certainty that market makers will be prepared to deal in unlisted or thinly
traded securities and an accurate valuation may be hard to obtain. The value
of investments recommended by MLAM U.K. may be subject to exchange rate
fluctuations which may have favorable or unfavorable effects on investments.

     MLAM U.K. may make recommendations, subject to the investment
restrictions referred to in Article I herein, regarding options, futures or
contracts for differences. Markets can be highly volatile and such investments
carry a high degree of risk of loss exceeding the original investment and any
margin on deposit.

                                  ARTICLE VII
                  Duration and Termination of this Agreement

     This Agreement shall become effective as of the date first above written
and shall remain in force for a period of two years thereafter and thereafter
continue from year to year (i) the Trustees of the Trust or by the vote of a
majority of the outstanding voting securities of the Trust and (ii) a majority
of those Trustees who are not parties to this Agreement or interested persons
of any such party cast in person at a meeting called for the purpose of voting
on such approval.

     This Agreement may be terminated at any time, without the payment of any
penalty, by FAM or by vote of a majority of the outstanding voting securities
of the Trust, or by MLAM U.K., on sixty days' written notice to the other
party. This Agreement shall automatically terminate in the event of its
assignment or in the event of the termination of the Investment Advisory
Agreement. Any termination shall be without prejudice to the completion of
transactions already initiated.

                                 ARTICLE VIII
                         Amendments of this Agreement

     This Agreement may be amended by the parties only if such amendment is
specifically approved by (i) the Trustees of the Trust or by the vote of a
majority of outstanding voting securities of the Trust and (ii) a majority of
those Trustees who are not parties to this Agreement or interested persons of
any such party cast in person at a meeting called for the purpose of voting on
such approval.

                                  ARTICLE IX
                         Definitions of Certain Terms

     The terms "vote of a majority of the outstanding voting securities,"
"assignment," "affiliated person" and "interested person," when used in this
Agreement, shall have the respective meanings specified in the Investment
Company Act and the rules and regulations thereunder, subject, however, to
such exemptions as may be granted by the Securities and Exchange Commission
under said Act.

                                   ARTICLE X
                                 Governing Law

     This Agreement shall be construed in accordance with the laws of the
State of New York and the applicable provisions of the Investment Company Act.
To the extent that the applicable laws of the State of New York, or any of the
provisions herein, conflict with the applicable provisions of the Investment
Company Act, the latter shall control.







     IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the date first above written.

                                  FUND ASSET MANAGEMENT, L.P.


                                  By:
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                                      Title:


                                  MERRILL LYNCH ASSET MANAGEMENT U.K. LIMITED



                                  By:
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                                      Title: