MERRILL LYNCH SENIOR FLOATING RATE FUND, INC.
(FORMERLY KNOWN AS MERRILL LNYCH PRIME FUND, INC.)
800 SCUDDERS MILL ROAD
PLAINSBORO, NEW JERSEY 08536
OFFER TO PURCHASE FOR CASH 10,000,000
OF ITS ISSUED AND OUTSTANDING SHARES
AT NET ASSET VALUE PER SHARE
THE EXPIRATION DATE AND THE WITHDRAWAL DEADLINE IS 12:00 MIDNIGHT,
NEW YORK CITY TIME, ON APRIL 15, 1994, UNLESS EXTENDED.
To the Holders of Shares of
MERRILL LYNCH SENIOR FLOATING RATE FUND, INC.:
The Fund is offering to purchase up to 10,000,000 of its shares of common stock, par value $.10 per share (the
"Shares"), for cash at a price equal to their net asset value ("NAV"), less any applicable Early Withdrawal
Charge, as of the close of the New York Stock Exchange on April 15, 1994, the Expiration Date, unless
extended, upon the terms and conditions set forth in this Offer to Purchase (the "Offer") and the related Letter of
Transmittal. The Shares are not currently traded on an established secondary market. The NAV on March 16,
1994 was $10.02 per Share. You can obtain current NAV quotations from your Merrill Lynch Financial
Consultant or the Merrill Lynch, Pierce, Fenner & Smith Incorporated Response Center (the "Merrill Lynch
Response Center") (see Section
1). The Fund presently intends each quarter to consider making a tender offer for its Shares at a price equal to
their current NAV.
If more than 10,000,000 Shares are duly tendered prior to the expiration of the Offer, assuming no changes in the
factors originally considered by the Board of Directors when it determined to make the Offer, the Fund will either
(1) extend the Offer period, if necessary, and increase the number of Shares that the Fund is offering to purchase
to an amount which it believes will be sufficient to accommodate the excess Shares tendered as well as any
Shares tendered during the extended Offer period or (2) purchase 10,000,000 Shares (or such greater number
of Shares sought) on a pro rata basis.
THIS OFFER IS BEING MADE T