EX-99. CERT
CERTIFICATION PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002
I, Robert C. Doll, Jr., Chief Executive Officer of Merrill Lynch Mid
Cap Value Opportunities Fund of The Asset Program, Inc., certify
that:
1. I have reviewed this report on Form N-CSR of Merrill Lynch Mid Cap
Value Opportunities Fund of The Asset Program, Inc.;
2. Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect
to the period covered by this report;
3. Based on my knowledge, the financial statements, and other
financial information included in this report, fairly present in all
material respects the financial condition, results of operations,
changes in net assets, and cash flows (if the financial statements
are required to include a statement of cash flows) of the registrant
as of, and for, the periods presented in this report;
4. The registrant's other certifying officer(s) and I are
responsible for establishing and maintaining disclosure controls and
procedures (as defined in Rule 30a-3(c) under the Investment Company
Act of 1940) and internal control over financial reporting (as
defined in Rule 30a-3(d) under the Investment Company Act of 1940)
for the registrant and have:
a) designed such disclosure controls and procedures, or caused
such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known
to us by others within those entities, particularly during the
period in which this report is being prepared;
b) designed such internal control over financial reporting,
or caused such internal control over financial reporting to be
designed under our supervision, to provide reasonable assurance
regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with
generally accepted accounting principles;
c) evaluated the effectiveness of the registrant's disclosure
controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures,
as of a date within 90 days prior to the filing date of this report
based on such evaluation; and
d) disclosed in this report any change in the registrant's
internal control over financial reporting that occurred during the
second fiscal quarter of the period covered by this report that has
materially affected, or is reasonably likely to materially affect,
the registrant's internal control over financial reporting; and
5. The registrant's other certifying officer(s) and I have disclosed
to the registrant's auditors and the audit committee of the
registrant's board of directors (or persons performing the
equivalent functions):
a) all significant deficiencies and material weaknesses in the
design or operation of internal control over financial reporting
which are reasonably likely to adversely affect the registrant's
ability to record, process, summarize, and report financial
information; and
b) any fraud, whether or not material, that involves
management or other employees who have a significant role in the
registrant's internal control over financial reporting.
Date: March 21, 2005
/s/ Robert C. Doll, Jr.
Robert C. Doll, Jr.,
Chief Executive Officer of
Merrill Lynch Mid Cap Value
Opportunities Fund of
The Asset Program, Inc.
EX-99. CERT
CERTIFICATION PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002
I, Donald C. Burke, Chief Financial Officer of Merrill Lynch Mid Cap
Value Opportunities Fund of The Asset Program, Inc., certify that:
1. I have reviewed this report on Form N-CSR of Merrill Lynch Mid Cap
Value Opportunities Fund of The Asset Program, Inc.;
2. Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect
to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material
respects the financial condition, results of operations, changes in
net assets, and cash flows (if the financial statements are required
to include a statement of cash flows) of the registrant as of, and
for, the periods presented in this report;
4. The registrant's other certifying officer(s) and I are responsible
(as defined in Rule 30a-3(c) under the Investment Company Act of
1940) and internal control over financial reporting (as defined in
Rule 30a-3(d) under the Investment Company Act of 1940) for the
registrant and have:
a) designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known
to us by others within those entities, particularly during the
period in which this report is being prepared;
b) designed such internal control over financial reporting, or caused
such internal control over financial reporting to be designed under
our supervision, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally
accepted accounting principles;
c) evaluated the effectiveness of the registrant's disclosure controls
and procedures and presented in this report our conclusions about
the effectiveness of the disclosure controls and procedures, as of a
date within 90 days prior to the filing date of this report based on
such evaluation; and
d) disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the second
fiscal quarter of the period covered by this report that has
materially affected, or is reasonably likely to materially affect,
the registrant's internal control over financial reporting; and
5. The registrant's other certifying officer(s) and I have disclosed to
the registrant's auditors and the audit committee of the
registrant's board of directors (or persons performing the
equivalent functions):
a) all significant deficiencies and material weaknesses in the design
or operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's ability to
record, process, summarize, and report financial information; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal control over financial reporting.
Date: March 21, 2005
/s/ Donald C. Burke
Donald C. Burke,
Chief Financial Officer of
Merrill Lynch Mid Cap Value
Opportunities Fund of
The Asset Program, Inc.
Exhibit 99.1350CERT
Certification Pursuant to Section 906 of the Sarbanes Oxley Act
I, Robert C. Doll, Jr., Chief Executive Officer of Merrill Lynch Mid
Cap Value Opportunities Fund of The Asset Program, Inc. (the
"Fund"), certify that:
1. The N-CSR of the Fund (the "Report") fully complies with the
requirements of Section 13(a) or 15(d) of the Securities Exchange
Act of 1934; and
2. The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations
of the Fund.
Dated: March 21, 2005
/s/ Robert C. Doll, Jr.
Robert C. Doll, Jr.,
Chief Executive Officer of
Merrill Lynch Mid Cap Value Opportunities Fund
of The Asset Program, Inc.
A signed original of this written statement required by Section 906,
or other document authenticating, acknowledging, or otherwise
adopting the signature that appears in typed form within the
electronic version of this written statement required by Section
906, has been provided to Merrill Lynch Mid Cap Value Opportunities
Fund of The Asset Program, Inc. and will be retained by Merrill
Lynch Mid Cap Value Opportunities Fund of The Asset Program, Inc.
and furnished to the Securities and Exchange Commission or its staff
upon request.
Exhibit 99.1350CERT
Certification Pursuant to Section 906 of the Sarbanes Oxley Act
I, Donald C. Burke, Chief Financial Officer of Merrill Lynch Mid Cap
Value Opportunities Fund of The Asset Program, Inc. (the "Fund"),
certify that:
1. The N-CSR of the Fund (the "Report") fully complies with the
requirements of Section 13(a) or 15(d) of the Securities Exchange
Act of 1934; and
2. The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations
of the Fund.
Dated: March 21, 2005
/s/ Donald C. Burke
Donald C. Burke,
Chief Financial Officer of
Merrill Lynch Mid Cap Value Opportunities Fund
of The Asset Program, Inc.
A signed original of this written statement required by Section 906,
or other document authenticating, acknowledging, or otherwise
adopting the signature that appears in typed form within the
electronic version of this written statement required by Section
906, has been provided to Merrill Lynch Mid Cap Value Opportunities
Fund of The Asset Program, Inc. and will be retained by Merrill
Lynch Mid Cap Value Opportunities Fund of The Asset Program, Inc.
and furnished to the Securities and Exchange Commission or its staff
upon request.