As filed with the Securities and Exchange Commission on October 12, 1999
1933 Act Registration No. 333-52965
1940 Act Registration No. 811-8767
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [ X ]
Pre-Effective Amendment No. __ [ ]
Post-Effective Amendment No. 4 [ X ]
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [ X ]
Amendment No. 5 [ X ]
MITCHELL HUTCHINS LIR MONEY SERIES
(Formerly, Mitchell Hutchins Institutional Series)
(Exact name of registrant as specified in charter)
1285 Avenue of the Americas
New York, New York 10019
(Address of principal executive offices)
Registrant's telephone number, including area code: (212) 713-2000
DIANNE E. O'DONNELL, ESQ.
Mitchell Hutchins Asset Management Inc.
1285 Avenue of the Americas
New York, New York 10019
(Name and address of agent for service)
Copies to:
ELINOR W. GAMMON, ESQ.
BENJAMIN J. HASKIN, ESQ.
Kirkpatrick & Lockhart LLP
1800 Massachusetts Avenue, N.W., Second Floor
Washington, D.C. 20036-1800
Telephone: (202) 778-9000
Approximate Date of Proposed Public Offering: Effective Date of this
Post-Effective Amendment.
It is proposed that this filing will become effective:
[ ] Immediately upon filing pursuant to Rule 485(b)
[ X ] On November 12, 1999 pursuant to Rule 485(b)
[ ] 60 days after filing pursuant to Rule 485(a)(1)
[ ] On _________ pursuant to Rule 485(a)(1)
[ ] 75 days after filing pursuant to Rule 485(a)(2)
[ ] On ________ pursuant to Rule 485(a)(2)
If appropriate, check the following box:
[ X ] This post-effective amendment designates a new effective date for
a previously filed post-effective amendment.
This post-effective amendment designates November 12, 1999 as the new
effective date for Post-Effective Amendment No. 2, which was filed July 30,
1999 with a 75 day automatic effective date.
Title of Securities Being Registered: Shares of Beneficial Interest of LIR
Premier Money Market Fund and LIR Premier Tax-Free Money Market Fund.
<PAGE>
Parts A and B of the registration statement were previously filed.
<PAGE>
PART C. OTHER INFORMATION
Item 23. Exhibits
(1) (a) Trust Instrument 1/
(b) Amendment to Trust Instrument effective July 28, 1999 2/
(2) By-Laws 1/
(3) Instruments defining the rights of holders of Registrant's shares of
beneficial interest 3/
(4) Investment Advisory and Administration Contract for Mitchell Hutchins LIR
Select Money Fund 2/
(5) Distribution Contract for Mitchell Hutchins LIR Select Money Fund 2/
(6) Bonus, profit sharing or pension plans - none
(7) Custodian Agreement 2/
(8) (a) Transfer Agency Agreement 2/
(b) Shareholder Service Plan 2/
(c) Shareholder Service Agreement 2/
(9) Opinion and consent of counsel (not applicable)
(10) (a) Other opinions, appraisals, rulings and consents: Auditors' consent
(not applicable)
(b) Consent of Duff & Phelps Credit Rating Company (not applicable)
(11) Omitted Financial Statements - none
(12) Letter of investment intent 1/
(13) Plan of Distribution pursuant to Rule 12b-1 - none
(14) and
(27) Financial Data Schedule (not applicable)
(15) Plan Pursuant to Rule 18f-3 1/
- ---------------
1/ Incorporated by reference from Pre-Effective Amendment No. 1 to the
registration statement, SEC File No. 333-52965, filed July 29, 1998.
2/ Incorporated by reference from Post-Effective Amendment No. 3 to the
registration statement, SEC File No. 333-52965, filed September 1, 1999.
3/ Incorporated by reference from Articles IV, VI and X of Registrant's Trust
Instrument and from Articles VI and IX of Registrant's By-Laws.
Item 24. Persons Controlled by or under Common Control with Registrant
None.
Item 25. Indemnification
Section 2 of Article IX of the Trust Instrument, "Indemnification,"
provides that the appropriate series of the Registrant will indemnify the
trustees and officers of the Registrant to the fullest extent permitted by law
against claims and expenses asserted against or incurred by them by virtue of
being or having been a trustee or officer; provided that no such person shall be
indemnified where there has been an adjudication or other determination, as
described in Article IX, that such person is liable to the Registrant or its
C-1
<PAGE>
shareholders by reason of willful misfeasance, bad faith, gross negligence or
reckless disregard of the duties involved in the conduct of his or her office or
did not act in good faith in the reasonable belief that his action was in the
best interest of the Registrant. Section 2 of Article IX also provides that the
Registrant may maintain insurance policies covering such rights of
indemnification.
Additionally, "Limitation of Liability" in Section 1 of Article IX of the
Trust Instrument provides that the trustees or officers of the Registrant shall
not be personally liable to any person extending credit to, contracting with or
having a claim against the Registrant or a particular series; and that, provided
they have exercised reasonable care and have acted under the reasonable belief
that their actions are in the best interest of the Registrant, the trustees and
officers shall not be liable for neglect or wrongdoing by them or any officer,
agent, employee, investment adviser or independent contractor of the Registrant.
Section 9 of the Investment Advisory and Administration Contract with
Mitchell Hutchins Asset Management Inc. ("Mitchell Hutchins") provides that
Mitchell Hutchins shall not be liable for any error of judgment or mistake of
law or for any loss suffered by any series of the Registrant in connection with
the matters to which the Contract relates, except for a loss resulting from the
willful misfeasance, bad faith, or gross negligence of Mitchell Hutchins in the
performance of its duties or from its reckless disregard of its obligations and
duties under the Contract. Section 10 of the Contract provides that the Trustees
shall not be liable for any obligations of the Trust or any series under the
Contract and that Mitchell Hutchins shall look only to the assets and property
of the Registrant in settlement of such right or claim and not to the assets and
property of the Trustees.
Section 9 of the Distribution Contract with PaineWebber Incorporated
("PaineWebber") provides that the Trust will indemnify PaineWebber and its
officers, directors and controlling persons against all liabilities arising from
any alleged untrue statement of material fact in the Registration Statement or
from any alleged omission to state in the Registration Statement a material fact
required to be stated in it or necessary to make the statements in it, in light
of the circumstances under which they were made, not misleading, except insofar
as liability arises from untrue statements or omissions made in reliance upon
and in conformity with information furnished by PaineWebber to the Trust for use
in the Registration Statement; and provided that this indemnity agreement shall
not protect any such persons against liabilities arising by reason of their bad
faith, gross negligence or willful misfeasance; and shall not inure to the
benefit of any such persons unless a court of competent jurisdiction or
controlling precedent determines that such result is not against public policy
as expressed in the Securities Act of 1933. Section 9 of the Distribution
Contract also provides that PaineWebber agrees to indemnify, defend and hold the
Trust, its officers and Trustees free and harmless of any claims arising out of
any alleged untrue statement or any alleged omission of material fact contained
in information furnished by PaineWebber for use in the Registration Statement or
arising out of an agreement between PaineWebber and any retail dealer, or
arising out of supplementary literature or advertising used by PaineWebber in
connection with the Contract. Section 10 of the Distribution Contract contains
provisions similar to Section 10 of the Investment Advisory and Administration
Contract, with respect to Mitchell Hutchins and PaineWebber, as appropriate.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended, may be provided to trustees, officers and controlling
persons of the Registrant, 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 in connection with the successful defense of any
action, suit or proceeding or payment pursuant to any insurance policy) is
asserted against the Registrant by such trustee, officer or controlling person
in connection with the securities 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.
C-2
<PAGE>
Item 26. Business and Other Connections of Investment Adviser
Mitchell Hutchins, a Delaware corporation, is a registered investment
adviser and is a wholly owned subsidiary of PaineWebber which is, in turn, a
wholly owned subsidiary of Paine Webber Group Inc. Mitchell Hutchins is
primarily engaged in the investment advisory business. Information as to the
officers and directors of Mitchell Hutchins is included in its Form ADV, as
filed with the Securities and Exchange Commission (registration number
801-13219), and is incorporated herein by reference.
Item 27. Principal Underwriters
a) PaineWebber serves as principal underwriter and/or investment adviser
for the following investment companies:
LIQUID INSTITUTIONAL RESERVES
PAINEWEBBER RMA MONEY FUND, INC.
PAINEWEBBER RMA TAX-FREE FUND, INC.
PAINEWEBBER MUNICIPAL MONEY MARKET SERIES
PAINEWEBBER MANAGED MUNICIPAL TRUST
b) PaineWebber is the Registrant's principal underwriter. The directors
and officers of PaineWebber, their principal business addresses, and their
positions and offices with PaineWebber are identified in its Form ADV, as filed
with the Securities and Exchange Commission (registration number 801-7163) and
such information is hereby incorporated herein by reference. The information set
forth below is furnished for those directors and officers of PaineWebber who
also serve as trustees or officers of the Trust.
Positions and Offices Positions and Offices With
Name With Registrant Underwriter
- ---- --------------------- --------------------------
Margo N. Alexander* Trustee and President Executive Vice President and
Director of PaineWebber
Mary C. Farrell** Trustee Managing Director, Senior
Investment Strategist and
member of the Investment
Policy Committee
- ---------------
* The business address of this person is 51 West 52nd Street, New York, New
York 10019-6114.
** The business address of this person is 1285 Avenue of the Americas, New
York, New York, 10019.
c) None
Item 28. Location of Accounts and Records
The books and other documents required by paragraphs (b)(4), (c) and (d)
of Rule 31a-1 under the Investment Company Act of 1940 are maintained in the
physical possession of Registrant's investment adviser, Mitchell Hutchins, 1285
Avenue of the Americas, New York, New York 10019. All other accounts, books and
documents required by Rule 31a-1 are maintained in the physical possession of
Registrant's transfer agent and custodian.
Item 29. Management Services
Not applicable.
C-3
<PAGE>
Item 30. Undertakings
None.
C-4
<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
the requirements for effectiveness of this Post-Effective Amendment to its
Registration Statement under Rule 485(b) of the Securities Act of 1933 and
has duly caused this Post-Effective Amendment to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of New York and State
of New York, on the 12th day of October, 1999.
MITCHELL HUTCHINS LIR MONEY SERIES
By: /s/ Dianne E. O'Donnell
-----------------------
Dianne E. O'Donnell
Vice President and Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment has been signed below by the following persons in
the capacities and on the dates indicated:
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ Margo N. Alexander President and Trustee October 12, 1999
- ------------------------- (Chief Executive Officer)
Margo N. Alexander *
/s/ E. Garrett Bewkes, Jr. Trustee and Chairman October 12, 1999
- ------------------------- of the Board of Trustees
E. Garrett Bewkes, Jr. *
/s/ Richard Q. Armstrong Trustee October 12, 1999
- -------------------------
Richard Q. Armstrong *
/s/ Richard R. Burt Trustee October 12, 1999
- -------------------------
Richard R. Burt *
/s/ Mary C. Farrell Trustee October 12, 1999
- -------------------------
Mary C. Farrell *
/s/ Meyer Feldberg Trustee October 12, 1999
- -------------------------
Meyer Feldberg *
/s/ George W. Gowen Trustee October 12, 1999
- -------------------------
George W. Gowen *
/s/ Frederic V. Malek Trustee October 12, 1999
- -------------------------
Frederic V. Malek *
/s/ Carl W. Schafer Trustee October 12, 1999
- -------------------------
Carl W. Schafer *
/s/ Brian M. Storms Trustee October 12, 1999
- -------------------------
Brian M. Storms **
/s/ Paul H. Schubert Vice President and October 12, 1999
- ------------------------- Treasurer (Chief Financial
Paul H. Schubert and Accounting Officer)
</TABLE>
<PAGE>
SIGNATURES (Continued)
* Signature affixed by Elinor W. Gammon pursuant to powers of attorney dated
May 13, 1998 and incorporated by reference from the Initial Registration
Statement of Mitchell Hutchins LIR Money Series (formerly Mitchell
Hutchins Institutional Series), SEC File 333-52965, filed May 19, 1998.
** Signature affixed by Elinor W. Gammon pursuant to power of attorney dated
May 14, 1999 and incorporated by reference from Post-Effective Amendment
No. 61 to the registration statement of PaineWebber Managed Investments
Trust, SEC File 2-91362, filed June 1, 1999.
<PAGE>
MITCHELL HUTCHINS LIR MONEY SERIES
EXHIBIT INDEX
Exhibit
Number
- -------
(1) (a) Trust Instrument 1/
(b) Amendment to Trust Instrument effective July 28, 1999 2/
(2) By-Laws 1/
(3) Instruments defining the rights of holders of Registrant's shares of
beneficial interest 3/
(4) Investment Advisory and Administration Contract for Mitchell Hutchins LIR
Select Money Fund 2/
(5) Distribution Contract for Mitchell Hutchins LIR Select Money Fund 2/
(6) Bonus, profit sharing or pension plans - none
(7) Custodian Agreement 2/
(8) (a) Transfer Agency Agreement 2/
(b) Shareholder Service Plan 2/
(c) Shareholder Service Agreement 2/
(9) Opinion and consent of counsel (not applicable)
(10) (a) Other opinions, appraisals, rulings and consents: Auditors' consent
(not applicable)
(b) Consent of Duff & Phelps Credit Rating Company (not applicable)
(11) Omitted Financial Statements - none
(12) Letter of investment intent 1/
(13) Plan of Distribution pursuant to Rule 12b-1 - none
(14) and
(27) Financial Data Schedule (not applicable)
(15) Plan Pursuant to Rule 18f-3 1/
- ---------------
1/ Incorporated by reference from Pre-Effective Amendment No. 1 to the
registration statement, SEC File No. 333-52965, filed July 29, 1998.
2/ Incorporated by reference from Post-Effective Amendment No. 3 to the
registration statement, SEC File No. 333-52965, filed September 1, 1999.
3/ Incorporated by reference from Articles IV, VI and X of Registrant's Trust
Instrument and from Articles VI and IX of Registrant's By-Laws.
