UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDED FORM 24F-2
ANNUAL NOTICE OF SECURITIES SOLD
PURSUANT TO RULE 24F-2
THIS FILING IS AN AMENDMENT TO FORM 24F-2 FILED BY THE SAME ISSUER ON
OCTOBER 20, 2000. THIS AMENDMENT IS BEING FILED TO RESTATE THE AMOUNTS SHOWN IN
ITEMS 5(i) AND 5(vi). NO FEE IS DUE WITH THIS FILING BECAUSE THE ISSUER HAD NET
REDEMPTIONS FOR THE PERIOD OF THE REPORT.
Read instructions at end of form before preparing form.
1. Name and address of issuer:
Merrill Lynch Strategic Dividend Fund
800 Scudders Mill Road
Plainsboro, NJ 08536
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2. The name of each series or class of securities for which this Form is
filed (If the Form is being filed for all series and classes of securities of
the issuer, check the box but do not list series or classes)
[X]
3. Investment Company Act File Number: 811-5178
Securities Act File Number: 33-14517
4(a). Last day of fiscal year for which this Form is filed:
July 31, 2000
4(b).[ ] Check box if this Form is being filed late (i.e.,
more than 90 calendar days after the end of the issuer's
fiscal year). (See Instruction A.2)
Note: If the Form is being filed late, interest must be paid on the registration
fee due.
4(c).[ ] Check box if this is the last time the Issuer will be filing this
Form.
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5. Calculation of registration fee:
(i) Aggregate sale price of securities sold during the fiscal year
pursuant to section 24(f): $ 0
(ii) Aggregate price of securities redeemed or repurchased during the
fiscal year: $ 92,605,391
(iii) Aggregate price of securities redeemed or repurchased during any prior
fiscal year ending no earlier than October 11, 1995 that were not
previously used to reduce registration fees payable to the
Commission:
$ 113,455,382
(iv) Total available redemption credits [add Items 5(ii) and 5(iii)
-$ 206,060,773
(v) Net sales - If Item 5(i) is greater than Item 5(iv) [subtract Item
5(iv) from Item 5(i)]: $ 0
(vi) Redemption credits available for use in future years-if Item 5(i) is
less than Item 5(iv) [subtract Item 5(iv) from Item 5(i)]:
$(206,060,773)
(vii) Multiplier for determining registration fee (See Instruction C.9):
X .000264
(viii)Registration fee due [multiply Item 5(v) by Item 5 (vii)] (enter "0"
if no fee is due): = $0
6. Prepaid Shares
If the response to Item 5(i) was determined by deducting an amount of
securities that were registered under the Securities Act of 1933 pursuant to
rule 24e-2 as in effect before October 11, 1997, then report the amount of
securities (number of shares or other units) deducted here: 3,738,034. If there
is a number of shares or other units that were registered pursuant to rule 24e-2
remaining unsold at the end of the fiscal year for which this form is filed that
are available for use by the issuer in future fiscal years, then state that
number here: 5,595,669.
7. Interest due - if this Form is being filed more than 90 days after the end
of the Issuer's fiscal year (see Instruction D):
= $0
8. Total of the amount of the registration fee due plus any interest due [line
5 (viii) plus line 7]:
= $0
9. Date the registration fee and any interest payment sent to the Commission's
lockbox depository:
Method of Delivery:
[ ] Wire Transfer
[ ] Mail or other means
SIGNATURES
This report has been signed below by the following persons on behalf of the
issuer and in the capacities and on the dates indicated.
By (Signature and Title)1 /s/ Ira P. Shapiro
Ira P. Shapiro
First Vice President -
MLIM Legal Advisory
Date November 7, 2000
1 Please print the name and title of the signing officer below the signature.
