As filed with the Securities and Exchange Commission on October 13, 1995
Securities Act Registration Statement No. 33-17224
Investment Company Act Registration No. 811-5336
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]
Pre-Effective Amendment No. [ ]
Post-Effective Amendment No. 11 [X]
and/or
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940 [X]
Amendment No. 12 [X]
(Check appropriate box or boxes)
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PRUDENTIAL INSTITUTIONAL LIQUIDITY PORTFOLIO, INC.
(Exact name of registrant as specified in charter)
ONE SEAPORT PLAZA
NEW YORK, NEW YORK 10292
(Address of Principal Executive Offices) (Zip Code)
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Registrant's Telephone Number, Including Area Code: (212) 214-1250
S. Jane Rose, Esq.
One Seaport Plaza
New York, New York 10292
(Name and Address of Agent for Service of Process)
Approximate date of proposed public offering:
As soon as practicable after the effective
date of the Registration Statement.
It is proposed that this filing will become effective
(check appropriate box):
[ ] immediately upon filing pursuant to paragraph (b)
[ ] on (date) pursuant to paragraph (b)
[X] 60 days after filing pursuant to paragraph (a)(1)
[ ] on (date) pursuant to paragraph (a)(1)
[ ] 75 days after filing pursuant to paragraph (a)(2)
[ ] on (date) pursuant to paragraph (a)(2) 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.
Pursuant to Rule 24f-2 under the Investment Company Act of 1940, Registrant has
previously registered an indefinite number of shares of Common Stock, par value
$.001 per share. The Registrant filed a notice under such Rule for its fiscal
year ended March 31, 1995 on or before May 31, 1995.
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<PAGE>
CROSS REFERENCE SHEET
(as required by Rule 495)
<TABLE>
<CAPTION>
N-1A Item No. Location
- ------------- --------
Part A
<S> <C> <C>
Item 1. Cover Page ........................................................ Cover Page
Item 2. Synopsis .......................................................... Fund Expenses; Fund Highlights
Item 3. Condensed Financial Information ................................... Fund Expenses; Calculation of Yield
Item 4. General Description of Registrant ................................. Cover Page; How the Fund Invests;
General Information
Item 5. Management of the Fund ............................................ How the Fund Is Managed; General
Information
Item 6. Capital Stock and Other Securities ................................ Taxes, Dividends and
Distributions; General Information
Item 7. Purchase of Securities Being Offered .............................. Shareholder Guide; How the Fund Values
Its Shares
Item 8. Redemption or Repurchase .......................................... Shareholder Guide; General Information
Item 9. Pending Legal Proceedings ......................................... Not Applicable
Part B
Item 10. Cover Page ........................................................ Cover Page
Item 11. Table of Contents ................................................. Table of Contents
Item 12. General Information and History ................................... General Information
Item 13. Investment Objectives and Policies ................................ Investment Objective and Policies;
Investment Restrictions
Item 14. Management of the Fund ............................................ Directors and Officers; Manager;
Distributor
Item 15. Control Persons and Principal Holders of Securities ............... Directors and Officers
Item 16. Investment Advisory and Other Services ............................ Manager; Distributor; Custodian, Transfer
and Shareholder Servicing Agent
and Independent Accountants
Item 17. Brokerage Allocation and Other Practices .......................... Portfolio Transactions
Item 18. Capital Stock and Other Securities ................................ Not Applicable
Item 19. Purchase, Redemption and Pricing of Securities Being Offered ...... Net Asset Value; Purchase of Shares
Item 20. Tax Status ........................................................ Taxes
Item 21. Underwriters ...................................................... Distributor
Item 22. Calculation of Performance Data ................................... Calculation of Yield
Item 23. Financial Statements .............................................. Financial Statements
Part C
</TABLE>
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 is incorporated herein by reference in its entirety from
Post-Effective Amendment No. 10 to Registrant's Registration Statement (File No.
33-17224) filed on August 4, 1995 except the following paragraph is substituted
in its entirety for the first paragraph under "How the Fund is
Managed--Distributor".
Prudential Securities Incorporated (Prudential Securities or PSI), One
Seaport Plaza, New York, New York 10292, is a corporation organized under the
laws of the State of Delaware and serves without compensation from the Series as
the Fund's distributor pursuant to a distribution agreement. It is an indirect,
wholly-owned subsidiary of Prudential.
The Statement of Additional Information is incorporated herein by reference
in its entirety from Post-Effective Amendment No. 10 to Registrant's
Registration Statement (File No. 33-17224) filed on August 4, 1995.
<PAGE>
PART C
OTHER INFORMATION
Item 24. Financial Statements and Exhibits.
(a) Financial Statements:
(1) Financial statements included in the Prospectuses constituting Part
A of this Registration Statement:
Financial Highlights for Institutional Money Market Series
(2) Financial statements included in the Statement of Additional
Information constituting Part B of this Registration Statement:
Portfolio of Investments at March 31, 1995 for Institutional Money
Market Series
Statement of Assets and Liabilities at March 31, 1995 for
Institutional Money Market Series
Statement of Operations for the Year Ended March 31, 1995 for
Institutional Money Market Series
Statement of Changes in Net Assets for the Years Ended March 31,
1995 and 1994 for Institutional Money Market Series
Notes to Financial Statements for Institutional Money Market Series
Financial Highlights for Institutional Money Market Series
Independent Auditors' Report
(b) Exhibits:
1. (a) Amended Articles of Incorporation of the Registrant,
incorporated by reference to Exhibit No. 1 to Pre-Effective
Amendment No. 1 to the Registration Statement on Form N-1A (File No.
33-17224) filed on November 6, 1987.
(b) Amendment to Articles of Incorporation dated January 16, 1989,
incorporated by reference to Exhibit No. 1(b) to Post-Effective
Amendment No. 2 to the Registration Statement on Form N-1A (File
No. 33-17224) filed on May 30, 1989.
2. (a) Amended By-Laws of the Registrant, incorporated by reference to
Exhibit No. 2 to Post-Effective Amendment No. 1 to the Registration
Statement on Form N-1A (File No. 33-17224) filed on May 20, 1988.
(b) Amendment to By-Laws, incorporated by reference to Exhibit No.
2(b) to Post-Effective Amendment No. 3 to the Registration
Statement on Form N-1A (File No. 33-17224) filed on July 2, 1990.
4. (a) Specimen certificates for shares of common stock, $.001 par
value per share, of the Registrant, incorporated by reference to
Exhibit No. 4 to Pre-Effective Amendment No. 1 to the Registration
Statement on Form N-1A (File No. 33-17224) filed on May 20, 1988.
(b) Instruments defining rights of holders of the securities being
offered, incorporated by reference to Exhibit Nos. 1 and 2 above.
5. (a) Management Agreement between the Registrant and Prudential
Mutual Fund Management, Inc., incorporated by reference to Exhibit
No. 5(a) to Post-Effective Amendment No. 3 to the Registration
Statement on Form N-1A (File No. 33-17224) filed on July 2, 1990.
(b) Subadvisory Agreement between Prudential Mutual Fund Management,
Inc. and The Prudential Investment Corporation, incorporated by
reference to Exhibit No. 5(b) to Post-Effective Amendment No. 3
to the Registration Statement on Form N-1A (File No. 33-17224)
filed on July 2, 1990.
(c) Form of Management and Administrative Services Agreement between
the Fund, on behalf of the Liquid Assets Series, of the Registrant
and Prudential Mutual Fund Management, Inc., incorporated by
reference to Exhibit No. 5(c) to Post-Effective Amendment No. 10 to
the Registration Statement on Form N-1A (File No. 33-17224) filed on
August 4, 1995.
C-1
<PAGE>
6. (a) Distribution Agreement among the Registrant, Prudential-Bache
Securities Inc. and Prudential Mutual Fund Distributors, Inc.,
incorporated by reference to Exhibit No. 6 to Post-Effective
Amendment No. 2 to the Registration Statement on Form N-1A (File No.
33-17224) filed on May 30, 1989.
(b) Amended and Restated Distribution Agreement between the
Registrant and Prudential Mutual Fund Distributors, Inc., as
amended on July 1, 1993, incorporated by reference to Exhibit
6(b) to Post-Effective Amendment No. 8 to the Registration
Statement on Form N-1A (File No. 33-17224) filed via Edgar on
May 27, 1994.
(c) Amended and Restated Distribution Agreement incorporated by
reference to Exhibit 6(c) to Post-Effective Amendment No. 9 to
the Registration Statement on Form N-1A (File No. 33-17224)
filed via Edgar on May 26, 1995.
(d) Form of Distribution Agreement for the Liquid Assets Series.*
8. (a) Custodian Contract between the Registrant and State Street Bank
and Trust Company, incorporated by reference to Exhibit No. 8(a) to
Post-Effective Amendment No. 2 to the Registration Statement on
Form N-1A (File No. 33-17224) filed on May 30, 1989.
(b) Subcustodian Agreement between State Street Bank and Trust
Company and Security Pacific National Bank, incorporated by
reference to Exhibit No. 8(b) to Post-Effective Amendment No. 2
to the Registration Statement on Form N-1A (File No. 33-17224)
filed on May 30, 1989.
(c) Subcustodian Agreement for Repurchase Transactions between State
Street Bank and Trust Company and Security Pacific National
Bank, incorporated by reference to Exhibit No. 8(c) to
Post-Effective Amendment No. 2 to the Registration Statement on
Form N-1A (File No. 33-17224) filed on May 30, 1989.
9. Transfer Agency and Service Agreement between the Registrant and
Prudential Mutual Fund Services, Inc. incorporated by reference to
Exhibit No. 9 to Post-Effective Amendment No. 2 to the Registration
Statement on Form N-1A (File No. 33-17224) filed on May 30, 1989.
10. (a) Opinion of Counsel, incorporated by reference to Exhibit No. 10
to Pre-Effective Amendment No. 1 to the Registration Statement on
Form N-1A (File No. 33-17224) filed on November 6, 1987.
(b) Opinion of Counsel, incorporated by reference to Exhibit No.
10(b) to Post-Effective Amendment No. 8 to the Registration
Statement on Form N-1A (File No. 33-17224) filed via Edgar on
May 27, 1994.
11. Consent of Independent Auditors.*
13. Purchase Agreement, incorporated by reference to Exhibit No. 13 to
Pre-Effective Amendment No. 1 to the Registration Statement on Form
N-1A (File No. 33-17224) filed on May 30, 1989.
15. (a) Plan of Distribution pursuant to Rule 12b-1, incorporated by
reference to Exhibit No. 15 to Post-Effective Amendment No. 2 to the
Registration Statement on Form N-1A (File No. 33-17224) filed
on May 30, 1989.
(b) Distribution and Service Plan between the Registrant and
Prudential Mutual Fund Distributors, Inc., as amended on July 1,
1993, incorporated by reference to Exhibit No. 15(b) to
Post-Effective Amendment No. 8 to the Registration Statement on
Form N-1A (File No. 33-17224) filed via Edgar on May 27, 1994.
27. Financial Data Schedule incorporated by reference to Exhibit No. 27
to Post-Effective Amendment No. 9 to Registration Statement on Form
N-1A (file No. 33-17224) filed via Edgar on May 26, 1995.
Other Exhibits
Powers of Attorney for:
Eugene C. Dorsey**
Donald D. Lennox**
Stanley F. Shirk**
Robin B. Smith**
- ------------
* Filed herewith.
** Executed copies filed under Other Exhibits to Post-Effective Amendment
No. 2 to the Registration Statement on Form N-1A filed on May 30, 1989
(File No. 33-17224).
C-2
<PAGE>
Item 25. Persons Controlled by or under Common Control with Registrant.
None.
Item 26. Number of Holders of Securities.
As of September 29, 1995 there were 597 record holders of shares of common
stock, $.001 par value per share, of the Institutional Money Market Series, the
other series of the Fund.
Item 27. Indemnification.
As permitted by Sections 17(h) and (i) of the Investment Company Act of
1940 (the 1940 Act) and pursuant to Article VII of the Registrant's By-Laws
(Exhibit 2(a) to the Registration Statement), officers, directors, employees and
agents of the Registrant will not be liable to the Registrant, any stockholder,
officer, director, employee, agent or other person for any action or failure to
act, except for bad faith, willful misfeasance, gross negligence or reckless
disregard of duties, and those individuals may be indemnified against
liabilities in connection with the Registrant, subject to the same
exceptions. Section 2-418 of Maryland General Corporation Law permits
indemnification of directors who acted in good faith and reasonably believed
that the conduct was in the best interests of the Registrant. As permitted by
Section 17(i) of the 1940 Act, pursuant to Section 10 of the Distribution
Agreement (Exhibit 6 to the Registration Statement), the Distributor of the
Registrant may be indemnified against liabilities which it may incur, except
liabilities arising from bad faith, gross negligence, willful misfeasance or
reckless disregard of duties.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (Securities Act) may be permitted to directors, 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
1940 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 director, officer or controlling
person of the Registrant in connection with the successful defense of any
action, suit or proceeding) is asserted against the Registrant by such director,
officer or controlling person 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 1940 Act and will be governed by the final adjudication of such
issue.
The Registrant has purchased an insurance policy insuring its officers and
directors against liabilities, and certain costs of defending claims against
such officers and directors, to the extent such officers and directors are not
found to have committed conduct constituting willful misfeasance, bad faith,
gross negligence or reckless disregard in the performance of their duties. The
insurance policy also insures the Registrant against the cost of indemnification
payments to officers and directors under certain circumstances.
Section 9 of the Management Agreement (Exhibits 5(a) and 5(c) to the
Registration Statement) and Section 4 of the Subadvisory Agreement (Exhibit 5(b)
to the Registration Statement) limit the liability of Prudential Mutual Fund
Management, Inc. (PMF) and The Prudential Investment Corporation (PIC),
respectively, to liabilities arising from willful misfeasance, bad faith or
gross negligence in the performance of their respective duties or from reckless
disregard by them of their respective obligations and duties under the
agreements.
The Registrant hereby undertakes that it will apply the indemnification
provisions of its By-Laws and the Distribution Agreement in a manner consistent
with Release No. 11330 of the Securities and Exchange Commission under the 1940
Act so long as the interpretation of Sections 17(h) and 17(i) of such Act remain
in effect and are consistently applied.
C-3
<PAGE>
Item 28. Business and Other Connections of Investment Adviser
(a) Prudential Mutual Fund Management, Inc.
See "How the Fund Is Managed--Manager" in the Prospectuses constituting
Part A of this Registration Statement and "Manager" in the Statement of
Additional Information constituting Part B of this Registration Statement.
The business and other connections of the officers of PMF are listed in
Schedules A and D of Form ADV of PMF as currently on file with the Securities
and Exchange Commission, the text of which is hereby incorporated by reference
(File No. 801-31104, filed on March 30, 1995).
The business and other connections of PMF's directors and principal
executive officers are set forth below. Except as otherwise indicated, the
address of each person is One Seaport Plaza, New York, NY 10292.
<TABLE>
<CAPTION>
Name and Address Position with PMF Principal Occupations
- ---------------- ----------------- ---------------------
<S> <C> <C>
Brendan D. Boyle Executive Vice President, Executive Vice President, Director of Marketing
Director of Marketing and and Director, PMF; Senior Vice President,
Director Prudential Securities Incorporated (Prudential
Securities); Chairman and Director of Prudential
Mutual Fund Distributors, Inc. (PMFD)
Stephen P. Fisher Senior Vice President Senior Vice President, PMF; Senior Vice President,
Prudential Securities; Vice President, PMFD
Frank W. Giordano Executive Vice Executive Vice President, General Counsel,
President, General Secretary and Director, PMF and PMFD; Senior Vice President,
Counsel, Secretary and Prudential Securities; Director, Prudential Mutual Fund
Director Services, Inc. (PMFS)
Robert F. Gunia Executive Vice President, Executive Vice President, Chief Financial and
Chief Financial and Administrative Officer, Treasurer and Director, PMF;
Administrative Officer, Senior Vice President, Prudential Securities;
Treasurer and Director Executive Vice President, Chief Financial Officer,
Treasurer, and Director, PMFD; Director, PMFS
Theresa A. Hamacher Director Director, PMF; Vice President, The Prudential Insurance
Company of America (Prudential); Vice President,
Prudential Investment Corporation (PIC)
Timothy J. O'Brien Director President, Chief Executive Officer, Chief Operating
Officer and Director, PMFD; Chief Executive Officer
and Director, PMFS; Director, PMF
Richard A. Redeker President, Chief Executive President, Chief Executive Officer and Director, PMF;
Officer and Director Executive Vice President, Director and Member of
Operating Committee, Prudential Securities;
Director, Prudential Securities Group, Inc.(PSG);
Executive Vice President, PIC; Director, PMFD;
Director, PMFS
</TABLE>
C-4
<PAGE>
<TABLE>
<CAPTION>
Name and Address Position with PMF Principal Occupations
- ---------------- ----------------- ---------------------
<S> <C> <C>
S. Jane Rose Senior Vice President, Senior Vice President, Senior Counsel and Assistant
Senior Counsel and Secretary, PMF; Senior Vice President and Senior
Assistant Secretary Counsel, Prudential Securities
</TABLE>
(b) The Prudential Investment Corporation (PIC).
The business and other connections of PIC's directors and executive
officers are as set forth below. Except as otherwise indicated, the address of
each person is Prudential Plaza, Newark, NJ 07102.
<TABLE>
<CAPTION>
Name and Address Position with PIC Principal Occupations
- ---------------- ----------------- ---------------------
<S> <C> <C>
William M. Bethke Senior Vice President Senior Vice President, Prudential; Senior Vice
Two Gateway Center President, PIC
Newark, NJ 07102
John D. Brookmeyer, Jr. Senior Vice President Senior Vice President, Prudential; Senior
51 JFK Pkwy. and Director Vice President and Director, PIC
Short Hills, NJ 07078
Barry M. Gillman Director Director, PIC
Theresa A. Hamacher Vice President Vice President, Prudential; Vice President, PIC;
Director, PMF
Harry E. Knapp, Jr. President, Chairman of the President, Chairman of the Board, Chief Executive Officer
Board, Chief Executive Officer and Director, PIC; Vice President, Prudential
and Director
William P. Link Senior Vice President Executive Vice President, Prudential;
Four Gateway Center Senior Vice President, PIC
Newark, NJ 07102
Richard A. Redeker Executive Vice President President, Chief Executive Officer and Director, PMF;
Executive Vice President, Director and Member of
Operating Committee, Prudential Securities; Director,
PSG; Executive Vice President, PIC; Director, PMFD;
Director, PMFS
Eric A. Simonsen Vice President and Director Vice President and Director, PIC; Executive Vice President,
Claude J. Zinngrabe, Jr. Executive Vice President Vice President, Prudential; Executive Vice
President, PIC
</TABLE>
C-5
<PAGE>
Item 29. Principal Underwriters.
(a) Prudential Securities Incorporated
Prudential Securities is distributor for Prudential Government Securities
Trust (Short-Intermediate Term Series), Prudential Jennison Fund, The Target
Portfolio Trust, for Class B shares of Prudential Adjustable Rate Securities
Fund, Inc. and for Class B and Class C shares of The BlackRock Government Income
Trust, Global Utility Fund, Inc., Nicholas-Applegate Fund, Inc.
(Nicholas-Applegate Growth Equity Fund), Prudential Allocation Fund, Prudential
California Municipal fund (California Series and California Income Series),
Prudential Diversified Bond Fund, Inc., Prudential Equity Fund, Inc., Prudential
Equity Income Fund, Prudential Europe Growth Fund, Inc., Prudential Global Fund,
Inc., Prudential Global Genesis Fund, Inc., Prudential Global Natural Resources
Fund, Inc., Prudential Government Income Fund, Inc., Prudential Growth
Opportunity Fund, Inc., Prudential High Yield Fund, Inc., Prudential
Intermediate Global Income Fund, Inc., Prudential Mortgage Income Fund, Inc.,
Prudential Multi-Sector Fund, Inc., Prudential Municipal Bond Fund, Prudential
Municipal Series Fund (except Connecticut Money Market Series, Massachusetts
Money Market Series, New York Money Market Series and New Jersey Money Market
Series), Prudential National Municipals Fund, Inc., Prudential Pacific Growth
Fund, Inc., Prudential Short-Term Global Income Fund, Inc., Prudential
Structured Maturity Fund, Inc., Prudential U.S. Government Fund and Prudential
Utility Fund, Inc. Prudential Securities is also a depositor for the following
unit investment trusts:
Corporate Investment Trust Fund
Prudential Equity Trust Shares
National Equity Trust
Prudential Unit Trusts
Government Securities Equity Trust
National Municipal Trust
(b) Information concerning the officers and directors of Prudential Securities
Incorporated is set forth below.
<TABLE>
<CAPTION>
Positions and Positions and
Offices with Offices with
Name(1) Underwriter Registrant
- ------- ------------- -------------
<S> <C> <C>
Robert Golden .......................... Executive Vice President and Director None
One New York Plaza
New York, NY
Alan D. Hogan .......................... Executive Vice Prsident, Chief None
Administrative Officer and Director
George A. Murray ....................... Executive Vice President and Director None
Leland B. Paton ........................ Executive Vice President and Director None
One New York Plaza
New York, NY
Vincent T. Pica II ..................... Executive Vice President and Director None
One New York Plaza
New York, NY
Richard A. Redeker ..................... Executive Vice President and Director President and
Director
Gregory W. Scott ....................... Executive Vice President, Chief Financial None
Officer and Director
Hardwick Simmons ....................... Chief Executive Officer, President and None
Director
Lee B. Spencer, Jr. .................... Executive Vice President, Secretary, None
General Counsel and Director
</TABLE>
- ------------
(1) The address of each person named is One Seaport Plaza, New York, NY 10292
unless otherwise indicated.
(c) Registrant has no principal underwriter who is not an affiliated person
of the Registrant.
C-6
<PAGE>
Item 30. Location of Accounts and Records
All accounts, books and other documents required to be maintained by
Section 31(a) of the 1940 Act and the Rules thereunder are maintained at the
offices of State Street Bank and Trust Company, 1776 Heritage Drive, North
Quincy, Massachusetts 02171, The Prudential Investment Corporation, Prudential
Plaza, 745 Broad Street, Newark, New Jersey 07102, the Registrant, One Seaport
Plaza, New York, New York 10292, and Prudential Mutual Fund Services, Inc.,
Raritan Plaza One, Edison, New Jersey 08837. Documents required by Rules
31a-1(b)(5), (6), (7), (9), (10) and (11) and 31a-1(f) will be kept at Two
Gateway Center, documents required by Rules 31a-1(b)(4) and (11) and 31a-1(d) at
One Seaport Plaza and the remaining accounts, books and other documents required
by such other pertinent provisions of Section 31(a) and the Rules promulgated
thereunder will be kept by State Street Bank and Trust Company and Prudential
Mutual Fund Services, Inc.
Item 31. Management Services
Other than as set forth under the captions "How the Fund is
Managed--Manager" and "How the Fund is Managed--Distributor" in the Prospectuses
and the captions "Manager" and "Distributor" in the Statement of Additional
Information, constituting Parts A and B, respectively, of this Registration
Statement, Registrant is not a party to any management-related service contract.
Item 32. Undertakings
The Registrant hereby undertakes to file a post-effective amendment, using
financial statements which need not be certified, within four to six months from
the effective date of this Registration Statement.
The Registrant hereby undertakes to furnish each person to whom a
Prospectus is delivered with a copy of the Registrants' 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 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 City of New York,
and State of New York, on the 11th day of October, 1995.
PRUDENTIAL INSTITUTIONAL LIQUIDITY
PORTFOLIO, INC.
/s/ Richard A. Redeker
----------------------------------
Richard A. Redeker, 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> <C> <C>
/s/ Eugene S. Stark Treasurer and Principal Financial October 11, 1995
- ------------------------------- and Accounting Officer
Eugene S. Stark
/s/ Eugene C. Dorsey Director October 11, 1995
- --------------------------------
Eugene C. Dorsey
/s/ Donald D. Lennox Director October 11, 1995
- --------------------------------
Donald D. Lennox
/s/ Richard A. Redeker Director and President October 11, 1995
- --------------------------------
Richard A. Redeker
/s/ Stanley E. Shirk Director October 11, 1995
- --------------------------------
Stanley E. Shirk
/s/ Robin B. Smith Director October 11, 1995
- --------------------------------
Robin B. Smith
</TABLE>
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
1. (a) Amended Articles of Incorporation of the Registrant. Incorporated by
reference to Exhibit No. 1 to Pre-Effective Amendment No. 1 to the
Registration Statement on Form N-1A (File No. 33-17224) filed on November 6,
1987.
(b) Amendment to Articles of Incorporation dated January 16, 1989.
Incorporated by reference to Exhibit No. 1(b) to Post-Effective Amendment
No. 2 to the Registration Statement on Form N-1A (File No. 33-17224) filed
on May 30, 1989.
2. (a) Amended By-Laws of the Registrant. Incorporated by reference to Exhibit
No. 2 to Post-Effective Amendment No. 1 to the Registration Statement on
Form N-1A (File No. 33-17224) filed on May 20, 1988.
(b) Amendment to By-Laws. Incorporated by reference to Exhibit No. 2(b) to
Post-Effective Amendment No. 3 to the Registration Statement on Form N-1A
(File No. 33-17224) filed on July 2, 1990.
4. (a) Specimen certificates for shares of common stock, $.001 par value per
share, of the Registrant. Incorporated by reference to Exhibit No. 4 to
Pre-Effective Amendment No. 1 to the Registration Statement on Form N-1A
(File No. 33-17224) filed on May 20, 1988.
(b) Instruments defining rights of holders of securities being offered,
incorporated by reference to Exhibit Nos. 1 and 2 above.
5. (a) Management Agreement between the Registrant and Prudential Mutual Fund
Management, Inc. Incorporated by reference to Exhibit No. 5(a) to
Post-Effective Amendment No. 3 to the Registration Statement on Form N-1A
(File No. 33-17224) filed on July 2, 1990.
(b) Subadvisory Agreement between Prudential Mutual Fund Management, Inc.
and The Prudential Investment Corporation. Incorporated by reference to
Exhibit No. 5(b) to Post-Effective Amendment No. 3 to the Registration
Statement on Form N-1A (File No. 33-17224) filed on July 2, 1990.
(c) Form of Management Agreement between the Fund, on behalf of Liquid
Assets Series, of the Registrant and Prudential Mutual Fund Management, Inc.
incorporated by reference to Exhibit No. 5(c) to Post-Effective Amendment
No. 10 to the Registration Statement on form N-1A (File No. 33-17224) filed
on August 4, 1995.
6. (a) Distribution Agreement among the Registrant, Prudential-Bache Securities
Inc. and Prudential Mutual Fund Distributors, Inc. Incorporated by reference
to Exhibit No. 6 to Post-Effective Amendment No. 2 to the Registration
Statement on Form N-1A (File No. 33-17224) filed on May 30, 1989.
(b) Amended and Restated Distribution Agreement between the Registrant and
Prudential Mutual Fund Distributors, Inc., as amended on July 1, 1993,
incorporated by reference to Exhibit 6(b) to Post-Effective Amendment
No. 8 to the Registration Statement on Form N-1A (File No. 33-17224)
filed via Edgar on May 27, 1994.
(c) Amended and Restated Distribution Agreement incorporated by reference to
Exhibit 6(c) to Post-Effective Amendment No. 9 to the Registration
Statement on Form N-1A (File No. 33-17224) filed via Edgar on May 26, 1995.
(d) Form of Distribution Agreement for the Liquid Assets Series.*
8. (a) Custodian Contract between the Registrant and State Street Bank and
Trust Company. Incorporated by reference to Exhibit No. 8(a) to
Post-Effective Amendment No. 2 to the Registration Statement on Form N-1A
(File No. 33-17224) filed on May 30, 1989.
(b) Subcustodian Agreement between State Street Bank and Trust Company and
Security Pacific National Bank. Incorporated by reference to Exhibit No.
8(b) to Post-Effective Amendment No. 2 to the Registration Statement on
Form N-1A (File No. 33-17224) filed on May 30, 1989.
(c) Subcustodian Agreement for Repurchase Transactions between State Street
Bank and Trust Company and Security Pacific National Bank. Incorporated by
reference to Exhibit No. 8(c) to Post-Effective Amendment No. 2 to the
Registration Statement on Form N-1A (File No. 33-17224) filed on May 30,
1989.
9. Transfer Agency and Service Agreement between the Registrant and Prudential
Mutual Fund Services, Inc. Incorporated by reference to Exhibit No. 9 to
Post-Effective Amendment No. 2 to the Registration Statement on Form N-1A
(File No. 33-17224) filed on May 30, 1989.
10. (a) Opinion of Counsel. Incorporated by reference to Exhibit No. 10 to
Pre-Effective Amendment No. 1 to the Registration Statement on Form N-1A
(File No. 33-17224) filed on November 6, 1987.
(b) Opinion of Counsel. Incorporated by reference to Exhibit No. 10(b) to
Post-Effective No. 8 to the Registration Statement on Form N-1A (File
No. 33-17224) filed via Edgar on May 27, 1994.
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
11. Consent of Independent Auditors.*
13. Purchase Agreement. Incorporated by reference to Exhibit No. 13 to
Pre-Effective Amendment No. 1 to the Registration Statement on Form N-1A
(File No. 33-17224) filed on May 30, 1989.
15. (a) Plan of Distribution pursuant to Rule 12b-1. Incorporated by reference
to Exhibit No. 15 to Post-Effective Amendment No. 2 to the Registration
Statement on Form N-1A (File No. 33-17224) filed on May 30, 1989.
(b) Distribution and Service Plan between the Registrant and Prudential
Mutual Fund Services, Inc., as amended on July 1, 1993, incorporated by
reference to Exhibit No. 15(b) to Post Effective Amendment No. 8 to the
Registration Statement on Form N-1A (File No. 33-17224) filed via Edgar
on May 27, 1994.
27. Financial Data Schedule, incorporated by reference to Exhibit No. 27 to
Post-Effective Amendment No. 9 to Registration Statement on Form N-1A (File
No. 33-17224) filed via Edgar on May 26, 1995.
Other Exhibits
Powers of Attorney for:
Eugene C. Dorsey**
Donald D. Lennox**
Stanley F. Shirk**
Robin B. Smith**
-----------
*Filed herewith.
**Executed copies filed under Other Exhibits to Post-Effective Amendment
No. 2 to the Registration Statement on Form N-1A filed on May 30, 1989
(File No. 33-17224).
EX. 99.6(d)
PRUDENTIAL INSTITUTIONAL LIQUIDITY PORTFOLIO, INC.
Form of Distribution Agreement
Agreement dated as of ____________, 1995 between Prudential Institutional
Liquidity Portfolio, Inc., a Maryland Corporation (the Fund), and Prudential
Securities Incorporated, a Delaware Corporation (the Distributor).
WITNESSETH
WHEREAS, the Fund is registered under the Investment Company Act of 1940,
as amended (the Investment Company Act), as a diversified, open-end, management
investment company and it is in the interest of the Fund to offer its shares of
the Liquid Assets Series for sale continuously;
WHEREAS, the Distributor is a broker-dealer registered under the Securities
Exchange Act of 1934, as amended, and is engaged in the business of selling
shares of registered investment companies either directly or through other
broker-dealers;
WHEREAS, the Fund and the Distributor wish to enter into an agreement with
each other, with respect to the continuous offering of the shares of the Liquid
Assets Series from and after the date hereof in order to promote the growth of
the Liquid Assets Series and facilitate the distribution of its shares; and
WHEREAS, the Fund and Prudential Mutual Fund Distributors, Inc. have
previously entered into a Distribution Agreement dated November 20, 1987, as
amended and restated on July 1, 1993 and April 11, 1995, which does not pertain
to the Liquid Assets Series;
NOW, THEREFORE, the parties agree as follows:
Section 1. Appointment of the Distributor
------------------------------
The Fund hereby appoints the Distributor as the principal underwriter and
distributor of the Liquid Assets Series to sell shares to the public on behalf
of the Liquid Assets Series and the Distributor hereby accepts such appointment
and agrees to act hereunder. The Fund hereby agrees during the term of this
Agreement to sell shares of the Liquid Assets Series through the Distributor on
the terms and conditions set forth below.
Section 2. Exclusive Nature of Duties
--------------------------
The Distributor shall be the exclusive representative of the Fund to act as
principal underwriter and distributor of the shares of the Liquid Assets Series,
except that:
2.1 The exclusive rights granted to the Distributor to sell shares of the
Liquid Assets Series shall not apply to shares of the Liquid Assets Series
issued in connection with the merger or
1
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consolidation of any other investment company or personal holding company with
the Liquid Assets Series or the acquisition by purchase or otherwise of all (or
substantially all) the assets or the outstanding shares of any such company
by the Liquid Assets Series.
2.2 Such exclusive rights shall not apply to shares issued by the Liquid
Assets Series pursuant to reinvestment of dividends or capital gains
distributions.
2.3 Such exclusive rights shall not apply to shares issued by the Liquid
Assets Series pursuant to the reinstatement privilege afforded redeeming
shareholders.
2.4 Such exclusive rights shall not apply to purchases made through the
Fund's transfer and dividend disbursing agent in the manner set forth in the
currently effective Prospectus of the Liquid Assets Series. The term
"Prospectus" shall mean the Prospectus and Statement of Additional Information
of the Liquid Assets Series included as part of the Fund's Registration
Statement, as such Prospectus and Statement of Additional Information may be
amended or supplemented from time to time, and the term "Registration Statement"
shall mean the Registration Statement filed by the Fund with the Securities and
Exchange Commission and effective under the Securities Act of 1933, as amended
(Securities Act), and the Investment Company Act, as such Registration Statement
is amended from time to time.
Section 3. Purchase of Shares from the Fund
--------------------------------
3.1 The Distributor shall have the right to buy from the Fund on behalf of
investors the shares of the Liquid Assets Series needed, but not more than the
shares needed (except for clerical errors in transmission) to fill unconditional
orders for shares placed with the Distributor by investors or registered and
qualified securities dealers and other financial institutions (selected
dealers).
3.2 The shares shall be sold by the Distributor on behalf of the Liquid
Assets Series and delivered by the Distributor or selected dealers, as described
in Section 6.4 hereof, to investors at the offering price as set forth in the
Prospectus.
3.3 The Fund shall have the right to suspend the sale of the shares of the
Liquid Assets Series at times when redemption is suspended pursuant to the
conditions in Section 4.3 hereof or at such other times as may be determined by
the Directors. The Fund shall also have the right to suspend the sale of its
shares if a banking moratorium shall have been declared by federal or New York
authorities.
3.4 The Fund, or any agent of the Fund designated in writing by the Fund,
shall be promptly advised of all purchase orders for shares of the Liquid Assets
Series received by the Distributor.
2
<PAGE>
Any order may be rejected by the Fund; provided, however, that the Fund will
not arbitrarily or without reasonable cause refuse to accept or confirm orders
for the purchase of shares of the Liquid Assets Series. The Fund (or its
agent) will confirm orders upon their receipt, will make appropriate book
entries and upon receipt by the Fund (or its agent) of payment therefor, will
deliver deposit receipts for such shares pursuant to the instructions of the
Distributor. Payment shall be made to the Fund in New York Clearing House funds
or federal funds. The Distributor agrees to cause such payment and such
instructions to be delivered promptly to the Fund (or its agent).
Section 4. Repurchase or Redemption of Shares by the Fund
----------------------------------------------
4.1 Any of the outstanding shares of the Liquid Assets Series may be
tendered for redemption at any time, and the Fund agrees to repurchase or redeem
the shares of the Liquid Assets Series so tendered in accordance with its
Articles of Incorporation as amended from time to time, and in accordance with
the applicable provisions of the Prospectus. The price to be paid to redeem or
repurchase the shares of the Liquid Assets Series shall be equal to the net
asset value determined as set forth in the Prospectus. All payments by the Fund
hereunder shall be made in the manner set forth in Section 4.2 below.
4.2 The Fund shall pay the total amount of the redemption price as defined
in the above paragraph pursuant to the instructions of the Distributor on or
before the seventh calendar day subsequent to its having received the notice of
redemption in proper form. The proceeds of any redemption of shares of the
Liquid Assets Series shall be paid by the Fund to or for the account of the
redeeming shareholder, in each case in accordance with applicable provisions of
the Prospectus.
4.3 Redemption of shares of the Liquid Assets Series or payment may be
suspended at times when the New York Stock Exchange is closed for other than
customary weekends and holidays, when trading on said Exchange is restricted,
when an emergency exists as a result of which disposal by the Liquid Assets
Series of securities owned by it is not reasonably practicable or it is not
reasonably practicable for the Fund fairly to determine the value of its net
assets, or during any other period when the Securities and Exchange Commission,
by order, so permits.
Section 5. Duties of the Fund
------------------
5.1 Subject to the possible suspension of the sale of shares as provided
herein, the Fund agrees to sell shares of the Liquid Assets Series so long as it
has shares available.
5.2 The Fund shall furnish the Distributor copies of all information,
financial statements and other papers which the
3
<PAGE>
Distributor may reasonably request for use in connection with the distribution
of shares of the Liquid Assets Series, and this shall include one certified
copy, upon request by the Distributor, of all financial statements prepared for
the Liquid Asset Series of the Fund by independent public accountants. The Fund
shall make available to the Distributor such number of copies of its Prospectus
and annual and interim reports as the Distributor shall reasonably request.
5.3 The Fund shall take, from time to time, but subject to the necessary
approval of the Directors/Trustees and the shareholders, all necessary action to
fix the number of authorized shares of the Liquid Assets Series and such steps
as may be necessary to register the same under the Securities Act, to the end
that there will be available for sale such number of shares of the Liquid Assets
Series as the Distributor reasonably may expect to sell. The Fund agrees to file
from time to time such amendments, reports and other documents as may be
necessary in order that there will be no untrue statement of a material fact in
the Registration Statement, or necessary in order that there will be no omission
to state a material fact in the Registration Statement which omission would make
the statements therein misleading.
5.4 The Fund shall use its best efforts to qualify and maintain the
qualification of any appropriate number of shares of the Liquid Assets Series
for sale under the securities laws of such states as the Distributor and the
Fund may approve; provided that the Fund shall not be required to amend its
Articles of Incorporation or By-Laws to comply with the laws of any state, to
maintain an office in any state, to change the terms of the offering of its
shares in any state from the terms set forth in its Registration Statement, to
qualify as a foreign corporation in any state or to consent to service of
process in any state other than with respect to claims arising out of the
offering of shares of the Liquid Assets Series. Any such qualification may be
withheld, terminated or withdrawn by the Fund at any time in its discretion. As
provided in Section 8.1 hereof, the expense of qualification and maintenance of
qualification shall be borne by the Fund. The Distributor shall furnish such
information and other material relating to its affairs and activities as may be
required by the Fund in connection with such qualifications.
Section 6. Duties of the Distributor
-------------------------
6.1 The Distributor shall devote reasonable time and effort to effect sales
of shares of the Liquid Asset Series, but shall not be obligated to sell any
specific number of shares. Sales of the shares shall be on the terms described
in the Prospectus. The Distributor may enter into like arrangements with other
investment companies. The Distributor shall compensate the selected dealers as
set forth in the Prospectus.
4
<PAGE>
6.2 In selling the shares, the Distributor shall use its best efforts in
all respects duly to conform with the requirements of all federal and state laws
relating to the sale of such securities. Neither the Distributor nor any
selected dealer nor any other person is authorized by the Fund to give any
information or to make any representations, other than those contained in the
Registration Statement or Prospectus and any sales literature approved by
appropriate officers of the Fund.
6.3 The Distributor shall adopt and follow procedures for the confirmation
of sales to investors and selected dealers, the collection of amounts payable by
investors and selected dealers on such sales and the cancellation of unsettled
transactions, as may be necessary to comply with the requirements of the
National Association of Securities Dealers, Inc. (NASD).
6.4 The Distributor shall have the right to enter into selected dealer
agreements with registered and qualified securities dealers and other financial
institutions of its choice for the sale of shares, provided that the Fund shall
approve the forms of such agreements. Within the United States, the Distributor
shall offer and sell shares only to such selected dealers as are members in good
standing of the NASD. Shares sold to selected dealers shall be for resale by
such dealers only at the offering price determined as set forth in the
Prospectus.
Section 7. Allocation of Expenses
----------------------
7.1 The Fund shall bear all costs and expenses of the continuous offering
of shares of the Liquid Assets Series, including fees and disbursements of its
counsel and auditors, in connection with the preparation and filing of any
required Registration Statements and/or Prospectuses under the Investment
Company Act or the Securities Act, and all amendments and supplements thereto,
and preparing and mailing annual and periodic reports and proxy materials to
shareholders (including but not limited to the expense of setting in type any
such Registration Statements, Prospectuses, annual or periodic reports or proxy
materials). The Fund shall also bear the cost and expenses of qualification of
the shares of the Liquid Assets Series for sale, and, if necessary or advisable
in connection therewith, of qualifying the Fund as a broker or dealer, in such
states of the United States or other jurisdictions as shall be selected by the
Fund and the Distributor pursuant to Section 5.4 hereof and the cost and expense
payable to each such state for continuing qualification therein until the Fund
decides to discontinue such qualification pursuant to Section 5.4 hereof.
Section 8. Indemnification
---------------
8.1 The Fund agrees to indemnify, defend and hold the Distributor, its
officers and directors and any person who controls
5
<PAGE>
the Distributor within the meaning of Section 15 of the Securities Act, free and
harmless from and against any and all claims, demands, liabilities and expenses
(including the cost of investigating or defending such claims, demands or
liabilities and any counsel fees incurred in connection therewith) which the
Distributor, its officers, directors or any such controlling person may incur
under the Securities Act, or under common law or otherwise, arising out of or
based upon any untrue statement of a material fact contained in the Registration
Statement or Prospectus or arising out of or based upon any alleged omission to
state a material fact required to be stated in either thereof or necessary to
make the statements in either thereof not misleading, except insofar as such
claims, demands, liabilities or expenses arise out of or are based upon any such
untrue statement or omission or alleged untrue statement or omission made in
reliance upon and in conformity with information furnished in writing by the
Distributor to the Fund for use in the Registration Statement or Prospectus;
provided, however, that this indemnity agreement shall not inure to the benefit
of any such officer, director, trustee or controlling person unless a court of
competent jurisdiction shall determine in a final decision on the merits, that
the person to be indemnified was not liable by reason of willful misfeasance,
bad faith or gross negligence in the performance of its duties, or by reason of
its reckless disregard of its obligations under this Agreement (disabling
conduct), or, in the absence of such a decision, a reasonable determination,
based upon a review of the facts, that the indemnified person was not liable by
reason of disabling conduct, by (a) a vote of a majority of a quorum of
directors or trustees who are neither "interested persons" of the Fund as
defined in Section 2(a)(19) of the Investment Company Act nor parties to the
proceeding, or (b) an independent legal counsel in a written opinion. The Fund's
agreement to indemnify the Distributor, its officers and directors and any such
controlling person as aforesaid is expressly conditioned upon the Fund's being
promptly notified of any action brought against the Distributor, its officers or
directors or any such controlling person, such notification to be given by
letter or telegram addressed to the Fund at its principal business office. The
Fund agrees promptly to notify the Distributor of the commencement of any
litigation or proceedings against it or any of its officers or directors in
connection with the issue and sale of any shares.
8.2 The Distributor agrees to indemnify, defend and hold the Fund, its
officers and Directors and any person who controls the Fund, if any, within the
meaning of Section 15 of the Securities Act, free and harmless from and against
any and all claims, demands, liabilities and expenses (including the cost of
investigating or defending against such claims, demands or liabilities and any
counsel fees incurred in connection therewith) which the Fund, its officers and
Directors or any such controlling person may incur under the Securities Act or
under common law or otherwise, but only to the extent that such liability or
expense
6
<PAGE>
incurred by the Fund, its Directors or officers or such controlling person
resulting from such claims or demands shall arise out of or be based upon any
alleged untrue statement of a material fact contained in information furnished
in writing by the Distributor to the Fund for use in the Registration Statement
or Prospectus or shall arise out of or be based upon any alleged omission to
state a material fact in connection with such information required to be stated
in the Registration Statement or Prospectus or necessary to make such
information not misleading. The Distributor's agreement to indemnify the Fund,
its officers and Directors and any such controlling person as aforesaid, is
expressly conditioned upon the Distributor's being promptly notified of any
action brought against the Fund, its officers and Directors or any such
controlling person, such notification being given to the Distributor at its
principal business office.
Section 9. Duration and Termination of this Agreement
------------------------------------------
9.1 This Agreement shall become effective as of the date first above
written and shall remain in force for two years from the date hereof and
thereafter, but only so long as such continuance is specifically approved at
least annually by (a) the Directors of the Fund, or by the vote of a majority of
the outstanding voting securities of the shares of the Fund, and (b) by the vote
of a majority of those Directors who are not parties to this Agreement or
interested persons of any such parties and who have no direct or indirect
financial interest in this Agreement or in or in any agreement related thereto
(Rule 12b-1 Directors), cast in person at a meeting called for the purpose of
voting upon such approval.
9.2 This Agreement may be terminated at any time, without the payment of
any penalty, by a majority of the Rule 12b-1 Directors or by vote of a majority
of the outstanding voting securities of the shares of the Fund, or by the
Distributor, on sixty (60) days' written notice to the other party. This
Agreement shall automatically terminate in the event of its assignment.
9.3 The terms "affiliated person," "assignment," "interested person" and
"vote of a majority of the outstanding voting securities", when used in this
Agreement, shall have the respective meanings specified in the Investment
Company Act.
Section 10. Amendments to this Agreement
----------------------------
This Agreement may be amended by the parties only if such amendment is
specifically approved by (a) the Directors of the Fund, or by the vote of a
majority of the outstanding voting securities of the shares of the Fund, and (b)
by the vote of a majority of the Rule 12b-1 Directors cast in person at a
meeting called for the purpose of voting on such amendment.
7
<PAGE>
Section 11. Governing Law
-------------
The provisions of this Agreement shall be construed and interpreted in
accordance with the laws of the State of New York as at the time in effect and
the applicable provisions of the Investment Company Act. To the extent that the
applicable law of the State of New York, or any of the provisions herein,
conflict with the applicable provisions of the Investment Company Act, the
latter shall control.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year above written.
Prudential Securities Incorporated
By:----------------------------------
Name: Robert F. Gunia
Title: Executive Vice President
Prudential Institutional
Liquidity Portfolio, Inc.
By:----------------------------------
Name: Richard A. Redeker
Title: President
8
CONSENT OF INDEPENDENT AUDITORS
We consent to the use in Post-Effective Amendment No. 11 to Registration
Statement No. 33-17224 of Prudential Institutional Liquidity Portfolio, Inc. of
our report dated May 11, 1995, appearing in the Statement of Additional
Information, which is incorporated by reference in such Registration Statement,
and to the reference to us under the heading "Custodian, Transfer and Dividend
Disbursing Agent and Independent Accountants" in the Statement of Additional
Information.
DELOITTE & TOUCHE LLP
Deloitte & Touche LLP
New York, New York
October 11, 1995
