<PAGE>
As filed with the Securities and Exchange Commission on December 31, 1996
Securities Act File No. 33-14517
Investment Company Act File No. 811-5178
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 / /
Pre-Effective Amendment No. / /
Post-Effective Amendment No. 11 /X/
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
/ /
Amendment No. 13 /X/
(Check appropriate box or boxes)
------------------------
Merrill Lynch Strategic Dividend Fund
(Exact Name of Registrant as Specified in Charter)
P.O. Box 9011
Princeton, New Jersey 08536-9011
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code (609) 282-2800
Arthur Zeikel
P.O. Box 9011, Princeton, New Jersey 08543-9011
(Name and Address of Agent for Service)
------------------------
Copies to:
Counsel for the Fund: Philip L. Kirstein, Esq.
Joel H. Goldberg, Esq. MERRILL LYNCH ASSET MANAGEMENT
SHEREFF, FRIEDMAN, HOFFMAN & P.O. Box 9011
<PAGE>
GOODMAN, LLP Princeton, New Jersey 08543-901
919 Third Avenue, New York, New York 10022
------------------------
It is proposed that this filing will become effective (check appropriate box):
/X/ immediately upon filing pursuant to paragraph (b)
/ / on (date) pursuant to paragraph (b)
/ / 60 days after filing pursuant to paragraph (a)(i)
/ / on (date) pursuant to paragraph (a)(i)
/ / 75 days after filing pursuant to paragraph (a)(ii)
/ / on (date) pursuant to paragraph (a)(ii) of rule 485.
If appropriate, check the following box:
/ / this post-effective amendment designates a new effective date
for a previously filed post-effective amendment.
------------------------
The Registrant has registered an indefinite number of its shares of
beneficial interest under the Securities Act of 1933 pursuant to Rule 24f-2
under the Investment Company Act of 1940. The notice required by such rule for
the Registrant's most recent fiscal year was filed on September 17, 1996.
<PAGE>
Merrill Lynch Strategic Dividend Fund
Post-Effective Amendment No. 11 on Form N-1A
CROSS REFERENCE SHEET
<TABLE>
<CAPTION>
N-1A Item No. Location
- ------------- ---------------------------------------
<S> <C> <C>
PART A
Item 1. Cover Page............................... Cover Page
Item 2. Synopsis................................. Fee Table
Item 3. Condensed Financial Information.......... Financial Highlights; Performance Data
Item 4. General Description of Registrant........ Investment Objective and Policies;
Additional Information
Item 5. Management of the Fund................... Fee Table; Management of the Fund;
Inside Back Cover Page
Item 5A. Management's Discussion of Fund
Performance............................ Not Applicable
Item 6. Capital Stock and Other Securities....... Cover Page; Additional Information
Item 7. Purchase of Securities Being Offered..... Cover Page; Merrill Lynch Select
Pricing(SM) System; Fee Table;
Purchase of Shares; Redemption of
Shares; Additional Information;
Inside Back Cover Page
Item 8. Redemption or Repurchase................. Merrill Lynch Select Pricing(SM)
System; Fee Table; Purchase of Shares;
Redemption of Shares
Item 9. Pending Legal Proceedings................ Not Applicable
PART B
Item 10. Cover Page............................... Cover Page
Item 11. Table of Contents........................ Back Cover Page
Item 12. General Information and History.......... Not Applicable
Item 13. Investment Objectives and Policies....... Investment Objective and Policies
Item 14. Management of the Fund................... Management of the Fund
Item 15. Control Persons and Principal Holders of
Securities............................. Management of the Fund
Item 16. Investment Advisory and Other Services... Management of the Fund; Purchase of
Shares; General Information
Item 17. Brokerage Allocation..................... Portfolio Transactions and Brokerage
Item 18. Capital Stock and Other Securities....... General Information
Item 19. Determination of Net Asset Value;
Purchase, Redemption and Pricing of
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C>
Securities Being Offered............... Purchase of Shares; Redemption of
Shares; Determination of Net Asset
Value; Shareholder Services
Item 20. Tax Status............................... Taxes
Item 21. Underwriters............................. Purchase of Shares
Item 22. Calculation of Performance Data.......... Performance Data
Item 23. Financial Statements..................... Financial Statements
</TABLE>
PART C
Information required to be included in Part C is set forth under the
appropriate Item, so numbered in Part C to this Post-Effective Amendment to
the Registration Statement.
<PAGE>
The Prospectus and Statement of Additional Information of the Merrill Lynch
Strategic Dividend Fund are incorporated herein in their entirety from
Post-Effective Amendment No. 10 to Registrant's Registration Statement (File No.
33-14517) filed on November 27, 1996.
PART C. OTHER INFORMATION
Item 24. Financial Statements and Exhibits.
(a) None.
(b) Exhibits:
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------ ---------------------------------------------------------------------------------
<S> <C>
1(a) -- Declaration of Trust of the Registrant.(a)
(b) -- Amendment to Declaration of Trust of Registrant dated July 14, 1987.(b)
(c) -- Instrument establishing Class A shares and Class B shares of Registrant.(c)
(d) -- Certificate of Amendment to Declaration of Trust and Establishment and
Designation of Class C and D shares, dated October 19, 1994.(i)
2(a) -- By-Laws of Registrant.(j)
2(b) -- Amended By-laws of Registrant.(k)
3 -- None.
4(a) -- Instruments Defining Rights of Shareholders. Incorporated by reference to
Exhibits 1 and 2 above.
5 -- Management Agreement between Registrant and Merrill Lynch Asset Management,
Inc.(b)
6(a) -- Class A Distribution Agreement between Registrant and Merrill Lynch Funds
Distributor, Inc.(g)
(b) -- Class B Distribution Agreement between Registrant and Merrill Lynch Funds
Distributor, Inc.(a)
(c) -- Class C Distribution Agreement between Registrant and Merrill Lynch Funds
Distributor, Inc.(g)
(d) -- Class D Distribution Agreement between Registrant and Merrill Lynch Funds
Distributor, Inc.(g)
7 -- None.
8 -- Custody Agreement between Registrant and State Street Bank and Trust Company.(b)
9 -- Transfer Agency, Dividend Disbursing Agency and Shareholder Servicing Agency
Agreement between Registrant and Merrill Lynch Financial Data Services, Inc.(b)
10 -- Opinion of Shereff, Friedman, Hoffman & Goodman, LLP, counsel to Registrant.(k)
11 -- Consent of Deloitte & Touche LLP, independent auditors for the Registrant.
</TABLE>
<TABLE>
<S> <C>
12 -- None.
13 -- Certificate of Merrill Lynch Asset Management, Inc.(b)
14 -- Not Applicable.
15(a) -- Amended and Restated Class B Distribution Plan and Class B Distribution Plan Sub-
Agreement of Registrant.(f)
15(b) -- Class C Distribution Plan and Class C Distribution Plan Sub-Agreement.(g)
15(c) -- Class D Distribution Plan and Class D Distribution Plan Sub-Agreement.(g)
16(a) -- Schedule for computation for each performance quotation relating to Class A
shares provided in the Registration Statement in response to Item 22.(d)
(b) -- Schedule for computation of each performance quotation relating to Class B shares
provided in the Registration Statement in response to Item 22.(c)
</TABLE>
<PAGE>
C-1
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------ ---------------------------------------------------------------------------------
<S> <C>
(c) -- Schedules for computation of each performance quotation for Class C and Class D
shares provided in Registration Statement in response to Item 22.(i)
17(a) -- Other Exhibits
Powers of Attorney for Officers and Trustees
Arthur Zeikel(f)
Gerald M. Richard(f)
Ronald W. Forbes(f)
Cynthia A. Montgomery(h)
Charles C. Reilly(f)
Kevin A. Ryan(f)
Richard R. West(f)
17(b) -- Financial Data Schedule for Class A shares.(m)
17(c) -- Financial Data Schedule for Class B shares.(m)
17(d) -- Financial Data Schedule for Class C shares.(m)
17(e) -- Financial Data Schedule for Class D shares.(m)
18 -- Rule 18f-3 Plan of Registrant.(l)
</TABLE>
- ---------------
(a) Refiled electronically as, and incorporated by reference to, the
identically numbered exhibit to Post-Effective Amendment No. 9. Initially
filed on May 22, 1987 as an exhibit to Registrant's Registration Statement
under the Securities Act of 1933 on Form N-1A (File No. 33-14517).
(b) Refiled electronically as, and incorporated by reference to, the
identically numbered exhibit to Post-Effective Amendment No. 9. Initially
filed on August 4, 1987 as an exhibit to Pre-Effective Amendment No. 2 to
Registrant's Registration Statement under the Securities Act of 1933 on
Form N-1A.
(c) Refiled electronically as, and incorporated by reference to, the
identically numbered exhibit to Post-Effective Amendment No. 9. Initially
filed on October 28, 1988 as an exhibit to Post-Effective Amendment No. 2
to Registrant's Registration Statement under the Securities Act of 1933
on Form N-1A.
(d) Refiled electronically as, and incorporated by reference to, the
identically numbered exhibit to Post-Effective Amendment No. 9. Initially
filed on November 28, 1989 as
an exhibit to Registrant's Registration Statement under the Securities Act
of 1933 on Form N-1A.
(e) Refiled electronically as, and incorporated by reference to, the
identically numbered exhibit to Post-Effective Amendment No. 9. Initially
filed on November 27, 1992 as an exhibit to Post-Effective Amendment No. 6
to Registrant's Registration Statement under the Securities Act of 1933 on
Form N-1A.
(f) Incorporated by reference to identically numbered exhibit to
Post-Effective Amendment No. 7 to Registrant's Registration Statement
under the Securities Act of 1933 on Form N-1A.
(g) Refiled electronically as, and incorporated by reference to, the
identically numbered exhibit to Post-Effective Amendment No. 9. Initially
filed as identically numbered exhibit to Post-Effective Amendment No. 8
to Registrant's Registration Statement under the Securities Act of 1933
on Form N-1A.
(h) Incorporated by reference to identically numbered exhibit to
Post-Effective Amendment 8 to Registrant's Registration Statement under
the Securities Act of 1933 on Form N-1A.
(i) Incorporated by reference to identically numbered exhibit to
Post-Effective Amendment 9 to Registrant's Registration Statement.
(j) Refiled electronically as, and incorporated by reference to, Exhibit 2 to
Post-Effective Amendment No. 9. Initially filed on May 22, 1987 as an
exhibit to Registrant's Registration Statement.
(k) Incorporated by reference to identically numbered exhibit to Post-Effective
Amendment No. 10 to Registrant's Registration Statement under the
Securities Act of 1933 on Form N-1A.
(l) Incorporated by reference to Exhibit 18 to Post-Effective Amendment No. 13
to the Registration Statement under the Securities Act of 1933 on Form N-1A
of Merrill Lynch Multi - State Municipal Series Trust on January 25, 1996
(File Nos. 2-99473 and 811-4375).
(m) Registrant's Prospectus and Statement of Additional Information, dated
November 27, 1996, which were filed in Post-Effective Amendment No. 10 to
Registrant's Registration Statement under the Securities Act of 1933 on
Form N-1A, have been incorporated by reference into this
<PAGE>
filing. Financial Data Schedules relating to the financial information
included in such Prospectus and Statement of Additional Information were
also filed in Post-Effective Amendment No. 10.
Item 25. Persons Controlled by or under Common Control with Registrant.
Registrant is not controlled by or under common control with any person.
C-2
<PAGE>
Item 26. Number of Holders of Securities.
<TABLE>
<CAPTION>
Number of
Holders at
Title of Class October 31, 1996
- ---------------------------------------------------------------------- ----------------
<S> <C>
Class A shares of beneficial interest, par value $0.10 per share...... 1,933
Class B shares of beneficial interest, par value $0.10 per share...... 9,821
Class C shares of beneficial interest, par value $0.10 per share...... 355
Class D shares of beneficial interest, par value $0.10 per share...... 5,887
</TABLE>
- ---------------
Note: The number of holders shown above includes holders of record plus
beneficial owners whose shares are held of record by Merrill Lynch,
Pierce, Fenner & Smith Incorporated.
Item 27. Indemnification.
Section 5.3 of the Registrant's Declaration of Trust provides as follows:
"The Trust shall indemnify each of its Trustees, officers,
employees, and agents (including persons who serve at its request as
directors, officers or trustees of another organization in which it has
any interest as a shareholder, creditor or otherwise) against all
liabilities and expenses (including amounts paid in satisfaction of
judgments, in compromise, as fines and penalties, and as counsel fees)
reasonably incurred by him in connection with the defense or disposition
of any action, suit or other proceeding, whether civil or criminal, in
which he may be involved or with which he may be threatened, while in
office or thereafter, by reason of his being or having been such a
trustee, officer, employee or agent, except with respect to any matter as
to which he shall have been adjudicated to have acted in bad faith,
willful misfeasance, gross negligence or reckless disregard of his
duties; provided, however, that as to any matter disposed of by a
compromise payment by such person, pursuant to a consent decree or
otherwise, no indemnification either for said payment or for any other
expenses shall be provided unless the Trust shall have received a written
opinion from independent legal counsel approved by the Trustees to the
effect that if either the matter of willful misfeasance, gross negligence
or reckless disregard of duty, or the matter of good faith and reasonable
belief as to the best interests of the Trust, had been adjudicated, it
would have been adjudicated in favor of such person. The rights accruing
to any Person under these provisions shall not exclude any other right to
which he may be lawfully entitled; provided that no Person may satisfy
any right of indemnity or reimbursement granted herein or in Section 5.1
or to which he may be otherwise entitled except out of the property of
the Trust, and no Shareholder shall be personally liable to any Person
with respect to any claim for indemnity or reimbursement or otherwise.
The Trustees may make advance payments in connection with indemnification
under this Section 5.3, provided that the indemnified person shall have
given a written undertaking to reimburse the Trust in the event it is
subsequently determined that he is not entitled to such indemnification."
Insofar as the conditional advancing of indemnification moneys for
actions based upon the Investment Company Act of 1940 may be concerned, such
payments will be made on the following conditions: (i) the advances must be
limited to amounts used, or to be used, for the preparation or presentation of
a defense to the action, including costs connected with the preparation of a
settlement; (ii) advances may be made only upon receipt of a written promise
by, or on behalf of, the recipient to repay that amount of the advance which
exceeds the amount to which it is ultimately determined that he is entitled to
receive from the Registrant by reason of indemnification; and (iii) (a) such
promise must be secured by a surety bond, other suitable insurance or an
equivalent form of security which assures that any repayments may be obtained
by the Registrant without delay or litigation, which bond, insurance or other
form of security must be provided by the recipient of the advance, or (b) a
majority of a quorum of the Registrant's disinterested, non-party Trustees, or
an independent legal counsel in a written opinion, shall determine, based upon
a review of readily available facts, that the recipient of the advance
ultimately will be found entitled to indemnification.
The Registrant has purchased an insurance policy insuring its officers
and trustees against liabilities, and certain costs of defending claims
against such officers and trustees, to the extent such officers and trustees
are
C-3
<PAGE>
not found to have committed conduct constituting willful misfeasance, bad
faith, gross negligence or reckless disregard in the performance of their
duties.
Article IV of the Management Agreement between Registrant and Merrill
Lynch Asset Management, Inc. (now called Merrill Lynch Asset Management L.P.)
("MLAM") (Exhibit 5 to Registrant's Registration Statement on Form N-1A)
limits the liability of MLAM to liabilities arising from willful misfeasance,
bad faith or gross negligence in the performance of their respective duties or
from reckless disregard of their respective duties and obligations.
In Section 9 of the Distribution Agreements relating to each class of
shares being offered hereby, the Registrant agrees to indemnify the
distributor and each person, if any, who controls the Distributor within the
meaning of the Securities Act of 1933 (the "Act"), against certain types of
civil liabilities arising in connection with the Registration Statement or
Prospectus and Statement of Additional Information.
Insofar as indemnification for liabilities arising under the Act may be
permitted to Trustees, officers and controlling persons of the Registrant and
the principal underwriter pursuant to the foregoing provisions or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a Trustee, officer, or controlling
person of the Registrant and the principal underwriter in connection with the
successful defense of any action, suit or proceeding) is asserted by such
Trustee, officer or controlling person or the principal underwriter in
connection with the shares being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.
Item 28. Business and Other Connections of Manager.
Merrill Lynch Asset Management, L.P. (the "Manager" or "MLAM" ) acts as
investment adviser for the following open-end investment companies: Merrill
Lynch Adjustable Rate Securities Fund, Inc., Merrill Lynch Americas Income
Fund, Inc., Merrill Lynch Asset Builder Program, Inc., Merrill Lynch Asset
Growth Fund, Inc., Merrill Lynch Asset Income Fund, Inc., Merrill Lynch
<PAGE>
Capital Fund, Inc., Merrill Lynch Developing Capital Markets Fund, Inc.,
Merrill Lynch Dragon Fund, Inc., Merrill Lynch EuroFund, Merrill Lynch
Fundamental Growth Fund, Inc., Merrill Lynch Fund for Tomorrow, Inc., Merrill
Lynch Global Allocation Fund, Inc., Merrill Lynch Global Bond Fund for
Investment and Retirement, Merrill Lynch Global Convertible Fund, Inc.,
Merrill Lynch Global Holdings, Merrill Lynch Global Resources Trust, Merrill
Lynch Global SmallCap Fund, Inc., Merrill Lynch Global Utility Fund, Inc.,
Merrill Lynch Global Value Fund, Inc., Merrill Lynch Growth Fund, Merrill
Lynch Healthcare Fund, Inc., Merrill Lynch Institutional Intermediate Fund,
Merrill Lynch International Equity Fund, Merrill Lynch Latin America Fund,
Inc., Merrill Lynch Middle East/Africa Fund, Inc., Merrill Lynch Municipal
Series Trust, Merrill Lynch Pacific Fund, Inc., Merrill Lynch Ready Assets
Trust, Merrill Lynch Retirement Series Trust, Merrill Lynch Series Fund, Inc.,
Merrill Lynch Short-Term Global Income Fund, Inc., Merrill Lynch Strategic
Dividend Fund, Merrill Lynch Technology Fund, Inc., Merrill Lynch U.S.A.
Government Reserves, Merrill Lynch U.S. Treasury Money Fund, Merrill Lynch
Utility Income Fund, Inc. and Merrill Lynch Variable Series Funds, Inc; and
the following closed-end investment companies: Convertible Holdings, Inc.,
Merrill Lynch High Income Municipal Bond Fund, Inc., Merrill Lynch Municipal
Strategy Fund, Inc. and Merrill Lynch Senior Floating Rate Fund, Inc.
Fund Asset Management, L.P. ("FAM"), an affiliate of MLAM, acts as the
investment adviser for the following open-end investment companies: CBA Money
Fund, CMA Government Securities Fund, CMA Money Fund, CMA Multi-State
Municipal Series Trust, CMA Tax-Exempt Fund, CMA Treasury Fund, The Corporate
Fund Accumulation Program, Inc., Financial Institutions Series Trust, Merrill
Lynch Basic Value Fund, Inc., Merrill Lynch California Municipal Series Trust,
Merrill Lynch Corporate Bond Fund, Inc., Merrill Lynch Emerging Tigers Fund,
Inc., Merrill Lynch Federal Securities Trust, Merrill Lynch Funds for
C-4
<PAGE>
Institutions Series, Merrill Lynch Multi-State Limited Maturity Municipal
Series Trust, Merrill Lynch Multi-State Municipal Series Trust, Merrill Lynch
Municipal Bond Fund, Inc., Merrill Lynch Phoenix Fund, Inc., Merrill Lynch
Special Value Fund, Inc., Merrill Lynch World Income Fund, Inc. and The
Municipal Fund Accumulation Program, Inc.; and the following closed-end
investment companies; Apex Municipal Fund, Inc., Corporate High Yield Fund,
Inc., Corporate High Yield Fund II, Inc., Income Opportunities Fund 1999,
Inc., Income Opportunities Fund 2000, Inc., MuniAssets Fund, Inc.,
MuniEnhanced Fund, Inc., MuniInsured Fund, Inc., MuniVest Fund, Inc., MuniVest
Fund II, Inc., MuniVest California Insured Fund, Inc., MuniVest Florida Fund,
MuniVest Michigan Insured Fund, Inc., MuniVest New Jersey Fund, Inc., MuniVest
New York Insured Fund, Inc., MuniVest Pennsylvania Insured Fund, MuniYield
Arizona Fund, Inc., MuniYield California Fund, Inc., MuniYield California
Insured Fund, Inc., MuniYield California Insured Fund II, Inc., MuniYield
Florida Fund, MuniYield Florida Insured Fund, MuniYield Fund, Inc., MuniYield
Insured Fund, Inc., MuniYield Insured Fund II, Inc., MuniYield Michigan Fund,
Inc., MuniYield Michigan Insured Fund, Inc., MuniYield New Jersey Fund, Inc.,
MuniYield New Jersey Insured Fund, Inc., MuniYield New York Insured Fund,
Inc., MuniYield New York Insured Fund II, Inc., MuniYield New York Insured
Fund III, Inc., MuniYield Pennsylvania Fund, MuniYield Quality Fund, Inc.,
MuniYield Quality Fund II, Inc., Senior High Income Portfolio, Inc., Taurus
MuniCalifornia Holdings, Inc., Taurus MuniNewYork Holdings, Inc. and Worldwide
DollarVest Fund, Inc.
The address of each of these investment companies is P.O. Box 9011,
Princeton, New Jersey 08543-9011, except that the address of Merrill Lynch
Funds for Institutions Series and Merrill Lynch Institutional Intermediate
Fund is One Financial Center, 15th Floor, Boston, Massachusetts 02111-2646.
The address of the Manager, FAM, Princeton Services, Inc. ("Princeton
Services") and Princeton Administrators, L.P. ("Princeton Administrators") is
also P.O. Box 9011, Princeton, New Jersey 08543-9011. The address of Merrill
Lynch Funds Distributor, Inc. ("MLFD") is P.O. Box 9081, Princeton, New Jersey
08543-9081. The address of Merrill Lynch, Pierce, Fenner & Smith Incorporated
("Merrill Lynch") and Merrill Lynch & Co., Inc. ("ML&Co.") is World Financial
Center, North Tower, 250 Vesey Street, New York, New York 10281. The address
of Merrill Lynch Financial Data Services ("FDS") is 4800 Deer Lake Drive East,
Jacksonville, Florida 32246-6484.
Set forth below is a list of each executive officer and director of the
Manager indicating each business, profession, vocation or employment of a
substantial nature in which each such person has been engaged since July 31,
1993 for his own account or in the capacity of director, officer, partner or
trustee. In addition, Mr. Zeikel is President, Mr. Glenn is Executive Vice
President and Mr. Richard is Treasurer of all or substantially all of the
investment companies described in the preceding paragraph. Mr. Zeikel is a
director of substantially all of such companies, and Mr. Glenn is a director
of certain of such companies. Messrs. Durnin, Giordano, Harvey, Hewitt,
Kirstein and Monagle are directors or officers of one or more of such
companies.
<TABLE>
<CAPTION>
Position with Other Substantial Business,
Name Manager Profession, Vocation or Employment
- ------------------------------ ------------------------- -------------------------------------
<S> <C> <C>
ML & Co. ..................... Limited Partner Financial Services Holding Company
Princeton Services............ General Partner General Partner of FAM
Arthur Zeikel................. President and Director President and Director of FAM;
President and Director of Princeton
Services; Director of Merrill Lynch
Funds Distributor, Inc. ("MLFD");
Executive Vice President of ML &
Co. and Merrill Lynch
Terry K. Glenn................ Executive Vice President Executive Vice President of FAM;
and Director Executive Vice President and Director
of Princeton Services; President
and Director of MLFD; President of
Princeton Administrators, L.P.;
Director of FDS
Vincent R. Giordano........... Senior Vice President Senior Vice President of FAM; Senior
Vice President of Princeton Services
</TABLE>
C-5
<PAGE>
<TABLE>
<CAPTION>
Position with Other Substantial Business,
Name Manager Profession, Vocation or Employment
- ------------------------------ ------------------------- -------------------------------------
<S> <C> <C>
Elizabeth Griffin............. Senior Vice President Senior Vice President of FAM; Senior
Vice President of Princeton Services
Norman R. Harvey.............. Senior Vice President Senior Vice President of FAM; Senior
Vice President of Princeton Services
Michael J. Hennewinkel........ Senior Vice President Senior Vice President of FAM; Senior
Vice President of Princeton Services
N. John Hewitt................ Senior Vice President Senior Vice President of FAM; Senior
Vice President of Princeton Services
Philip L. Kirstein............ Senior Vice President, Senior Vice President, General
General Counsel, Counsel and Secretary of FAM; Senior
Secretary and Director Vice President, General Counsel,
Director and Secretary of Princeton
Services; Director of MLFD
Ronald M. Kloss............... Senior Vice President Senior Vice President of FAM;
Controller of the Manager and FAM
Stephen M. M. Miller.......... Senior Vice President Executive Vice President of Princeton
Administrators, L.P.; Senior Vice
President of Princeton Services
Joseph T. Monagle............. Senior Vice President Senior Vice President of FAM; Senior
Vice President of Princeton Services
Michael L. Quinn.............. Senior Vice President Senior Vice President of FAM; Senior
Vice President of Princeton Services;
Managing Director and First Vice
President of Merrill Lynch, Pierce,
Fenner & Smith Incorporated from
1989 to 1995.
Richard L. Reller............. Senior Vice President Senior Vice President of FAM; Senior
Vice President of Princeton Services
Gerald M. Richard............. Senior Vice President and Senior Vice President and Treasurer
Treasurer of FAM; Vice President and Treasurer
of MLFD; Senior Vice President of
Princeton Services
Ronald L. Welburn............. Senior Vice President Senior Vice President of FAM since
1988; Senior Vice President of
Princeton Services
Anthony Wiseman............... Senior Vice President Senior Vice President of FAM; Senior
Vice President of Princeton Services
</TABLE>
Item 29. Principal Underwriters.
(a) MLFD acts as the principal underwriter for the Registrant and for
each of the open-end investment companies referred to in the first paragraph
of Item 28 except CBA Money Fund, CMA Government Securities Fund, CMA Money
Fund, CMA Multi-State Municipal Series Trust, CMA Tax-Exempt Fund, CMA
Treasury Fund, The Corporate Fund Accumulation Program, Inc., and The
Municipal Fund Accumulation Program, Inc., and MLFD also acts as principal
underwriter for the following closed-end funds: Merrill Lynch High Income
Municipal Bond Fund, Inc., Merrill Lynch Senior Floating Rate Fund, Inc. and
Merrill Lynch Municipal Strategy Fund, Inc.
C-6
<PAGE>
(b) Set forth below is information concerning each director and officer
of MLFD. The principal business address of each such person is P.O. Box 9011,
Princeton, New Jersey 08543-9011, except that the address of Messrs. Aldrich,
Breen, Crook, Fatseas and Wasel is One Financial Center, Boston, Massachusetts
02111-2665.
<TABLE>
<CAPTION>
(2) (3)
(1) Positions and Offices Positions and Offices
Name with MLFD with Registrant
- ------------------------------ ------------------------------------- -------------------------
<S> <C> <C>
Terry K. Glenn................ President Executive Vice President
Arthur Zeikel................. Director President and Director
Philip L. Kirstein............ Director None
William E. Aldrich............ Senior Vice President None
Robert W. Crook............... Senior Vice President None
Kevin P. Boman................ Vice President None
Michael J. Brady.............. Vice President None
William M. Breen.............. Vice President None
Mark A. DeSario............... Vice President None
James T. Fatseas.............. Vice President None
Debra W. Landsman-Yaros....... Vice President None
Michelle T. Lau............... Vice President None
Gerald M. Richard............. Vice President and Treasurer Treasurer
Salvatore Venezia............. Vice President None
William Wasel................. Vice President None
Robert Harris................. Secretary None
</TABLE>
(c) Not applicable.
Item 30. Location of Accounts and Records.
All accounts, books and other documents required to be maintained by
Section 31(a) of the Investment Company Act of 1940, as amended, and the Rules
thereunder will be maintained at the offices of the Registrant and its
Custodian and Transfer Agent, Merrill Lynch Financial Data Services, Inc.,
4800 Deer Lake Drive East, Jacksonville, Florida 32246-6484.
Item 31. Management Services.
Other than as set forth under the caption "Management of the
Fund -- Management and Advisory Arrangements" in the Prospectus constituting
Part A of the Registration Statement and under "Management of the
<PAGE>
Fund--Management and Advisory Arrangements" in the Statement of Additional
Information constituting Part B of the Registration Statement, Registrant is
not a party to any management related service contract.
Item 32. Undertakings.
(a) Not applicable.
(b) Not applicable.
(c) The Registrant will furnish each person to whom a Prospectus is
delivered with a copy of Registrant's latest annual report to shareholders,
upon request and without charge.
C-7
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all of
the requirements for effectiveness of this Post-Effective Amendment to the
Registration Statement pursuant to Rule 485(b) under the Securities Act of
1933 and has duly caused this Post-Effective Amendment to the Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Township of Plainsboro, and State of New Jersey, on the
31st day of December, 1996.
Merrill Lynch Strategic Dividend
Fund
(Registrant)
By /s/ ARTHUR ZEIKEL
--------------------------
(Arthur Zeikel, President)
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment to the Registration Statement has been signed below
by the following persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date(s)
- ------------------------------------------ -------------------------- ------------------
<S> <C> <C>
/s/ ARTHUR ZEIKEL President and Trustee December 31, 1996
- ------------------------------------------ (Principal Executive
(Arthur Zeikel) Officer)
* Treasurer (Principal
- ------------------------------------------ Financial and Accounting
(Gerald M. Richard) Officer)
* Trustee
- ------------------------------------------
(Ronald W. Forbes)
* Trustee
- ------------------------------------------
(Cynthia A. Montgomery)
* Trustee
- ------------------------------------------
(Charles C. Reilly)
* Trustee
- ------------------------------------------
(Kevin A. Ryan)
* Trustee
- ------------------------------------------
(Richard R. West)
*By /s/ ARTHUR ZEIKEL December 31, 1996
- ------------------------------------------
(Arthur Zeikel, Attorney-in-Fact)
</TABLE>
C-8
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Page No.
- ------ --------
<S> <C> <C>
11 -- Consent of Deloitte & Touche LLP, independent auditors for Registrant
</TABLE>
<PAGE>
EXHIBIT 11
INDEPENDENT AUDITORS' CONSENT
Merrill Lynch Strategic Dividend Fund:
We consent to the use in Post-Effective Amendment No. 11 to Registration
Statement No. 33-14517 of our report dated September 4, 1996 appearing in the
Statement of Additional Information, which is a part of such Registration
Statement, and to the reference to us under the caption "Financial Highlights"
appearing in the Prospectus, which also is a part of such Registration
Statement.
/s/ Deloitte & Touche LLP
Deloitte & Touche LLP
Princeton, New Jersey
December 30, 1996
