As filed with the Securities and Exchange Commission on July 8, 1994
Registration Statement No. 33-42093
===============================================================================
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. 6 [X]
AND/OR
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940
AMENDMENT NO. 10 [X]
(Check appropriate box or boxes)
--------------------
PRUDENTIAL INTERMEDIATE GLOBAL INCOME FUND, INC.
(Formerly The Prudential Intermediate Income Fund, Inc.)
(Exact name of registrant as specified in charter)
ONE SEAPORT PLAZA
NEW YORK, NEW YORK 10292
(Address of Principal Executive Offices) (Zip Code)
--------------------
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)
[X] 60 days after filing pursuant to paragraph (a)
[ ] on (date) pursuant to paragraph (b)
[ ] on (date), ____ pursuant to paragraph (a), of Rule 485
Registrant has registered an indefinite number of shares under the
Securities Act of 1933 pursuant to Rule 24f-2 under the Investment Company Act
of 1940. The Rule 24f-2 Notice for the Registrant's most recent fiscal year
ended December 31, 1993 was filed on February 28, 1994.
===============================================================================
<PAGE>
<TABLE>
<CAPTION>
CROSS REFERENCE SHEET
(as required by Rule 495)
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; Financial
Highlights; How the Fund
Calculates Performance
Item 4. General Description of Registrant. . . . . . . . . . . Cover Page; How the Fund
Invests; General Information
Item 5. Management of Fund . . . . . . . . . . . . . . . . . . Financial Highlights; How
the Fund is Managed
Item 5A. Management's Discussion of Fund Performance . . . . . Not Applicable
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; Hoe the
Values its Shares; 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. . Not Applicable
Item 16. Investment Advisory and Other Services . . . . . . . . Manager; Distributor;
Custodian, Transfer and
Dividend Disbursing Agent and
Independent Accountants
Item 17. Brokerage Allocation and Other Practices . . . . . . . Portfolio Transactions and
Brokerage
Item 18. Capital Stock and Other Securities . . . . . . . . . . Not Applicable
Item 19. Purchase, Redemption and Pricing of Securities
Being Offered . . . . . . . . . . . . . . . . . . . . Purchase and Redemption of Fund
Shares; Shareholder Investment
Account; Net Asset Value
Item 20. Tax Status . . . . . . . . . . . . . . . . . . . . . . Taxes
Item 21. Underwriters . . . . . . . . . . . . . . . . . . . . . Distributor
Item 22. Calculation of Performance Data. . . . . . . . . . . . Performance Information
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 are incorporated
herein by reference in their entirety from Post-Effective Amendment No. 5 to
Registrant's Registration Statement (File No. 33-42093) filed on May 10, 1994.
<PAGE>
PART C
OTHER INFORMATION
Item 24. Financial Statements and Exhibits
(a) Financial Statements:
(1) Financial Statements incorporated by reference in the Prospectus
constituting Part A of this Registration Statement:
Financial highlights for the fiscal year ended December 31, 1993,
ten month period ended December 31, 1992 and for each of the three
years in the period ended February 29, 1992 and the period from May
26, 1988 through February 28, 1989 with respect to the Class A
shares, and for the fiscal year ended December 31, 1993, ten month
period ended December 31, 1992 and from January 15, 1992 through
February 29, 1992 with respect to the Class B shares.
(2) Financial statements included in the Statement of Additional
Information constituting Part B of this Registration Statement:
Portfolio of Investments at December 31, 1993.
Statement of Assets and Liabilities at December 31, 1993.
Statement of Operations for the Fiscal Year Ended December 31, 1993.
Statement of Changes in Net Assets for the Fiscal Year ended
December 31, 1993 and the Ten Month Period Ended December 31, 1992.
Notes to Financial Statements.
Financial Highlights.
Report of Independent Accountants.
(b) Exhibits:
1. (a) Amended and Restated Articles of Incorporation of Registrant.
(Incorporated by reference to Exhibit 1(b) to Registration Statement
on Form N-1A, File No. 33-42093, filed on August 13, 1991.)
(b) Form of Amended Restated Articles of Incoporation. (Incorporated
by reference to Exhibit 1(b) to Registration Statement on Form N-1A,
File No. 33-42093, filed via EDGAR on May 10, 1994.)
2. Amended By-Laws of Registrant. (Incorporated by reference to Exhibit
2 (b) to Registration Statement on Form N-1A, File No. 33-42093,
filed on August 13, 1991.)
3. Not Applicable.
4. (a) Specimen stock certificates for Class A and Class B shares.
(Incorporated by reference to Exhibit 4 to Post-Effective Amendment
No. 1 to Registration Statement on Form N-1A, File No. 33-42093.)
(b) Instruments Defining Rights of Shareholders. (Incorporated by
reference to Exhibit 4(b) to Post-Effective Amendment No. 4 to the
Registration Statement on form N-1A filed via EDGAR on March 2, 1994
(FileNo. 33-42093).)
5. (a) Management Agreement between the Registrant and Prudential
Mutual Fund Management, Inc. (Incorporated by reference to Exhibit
6(a) of Amendment No. 1 to Registration Statement on Form N-2, File
No. 2-82976.)
(b) Subadvisory Agreement between Prudential Mutual Fund Management,
Inc. and The Prudential Investment Corporation. (Incorporated by
reference to Exhibit 6(b) of Amendment No. 1 to Registration
Statement on Form N-2, File No. 2-82976.)
(c) Management Agreement between Registrant and Prudential Mutual
Fund Management, Inc. (Incorporated by reference to Exhibit 5(c) to
Registration Statement on Form N-1A, File No. 33-42093, filed on
August 13, 1991.)
(d) Subadvisory Agreement between Prudential Mutual Fund Management,
Inc. and The Prudential Investment Corporation. (Incorporated by
reference to Exhibit 5(d) to Registration Statement on Form N-1A,
File No. 33-42093, filed on August 13, 1991.)
-----------
*Filed herewith.
C-1
<PAGE>
6. (a) Distribution Agreement between the Registrant and Prudential Mutual
Fund Distributors, Inc. for Class A shares. (Incorporated by reference to
Exhibit 6(a) to Registration Statement on Form N-1A, File No. 33-42093,
filed on August 13, 1991.)
(b) Distribution Agreement between the Registrant and Prudential Securities
Incorporated for Class B shares. (Incorporated by reference to Exhibit 6(b)
to Post-Effective Amendment No. 1 to Registration Statement on Form N-1A,
File No. 33-42093.)
(c) Selected Dealer Agreement. (Incorporated by reference to Exhibit 6(b)
to Registration Statement on Form N-1A, File No. 33-42093, filed on
August 13, 1991.)
(d) Amended and Restated Distribution Agreement with respect to Class A
shares between the Registrant and Prudential Mutual Fund Distributors,
Inc. (Incorporated by reference to Exhibit 6(d) to Post-Effective
Amendment No. 4 to the Registration Statement on form N-1A filed via
EDGAR on March 2, 1994 (File No. 33-42093).)
(e) Amended and Restated Distribution Agreement with respect to Class B
shares between the Registrant and Prudential Securities Incorporated.
(Incorporated by reference to Exhibit 6(e) to Post-Effective Amendment
No. 4 to the Registration Statement on form N-1A filed via EDGAR on March
2, 1994 (File No. 33-42093).)
(f) Form of Distribution Agreement with respect to Class A shares between
the Registrant and Prudential Mutual Fund Distributors. (Incorporated by
reference to Exhibit 6(f) to Post-effective Amendment No. 5 to the
Registration Statement on Form N-1A filed via EDGAR on May 10, 1994).
(g) Form of Distribution Agreement with respect to Class B shares between
the Registrant and Prudential Securities Incorporated (Incorporated by
reference to Exhibit 6(g) to Post-Effective Amendment No.5 to the
Registration Statement on Form N-1A filed via EDGAR on May 10, 1994.)
(h) Form of Distribution Agreement with respect to Class C shares between
the Registrant and Prudential Securities Incorporated (Incorporated by
reference to Exhibit 6(h) to Post-Effective Amendment No.5 to the
Registration Statement on Form N-1A filed via EDGAR on May 10, 1994.)
7. Not Applicable.
8. (a) Custodian Contract between the Registrant and State Street Bank and
Trust Company. (Incorporated by reference to Exhibit 9 to Registration
Statement on Form N-2, File No. 2-82976.)
(b) Custodian Contract between the Registrant and State Street Bank and
Trust Company. (Incorporated by reference to Exhibit 8(b) to Registration
Statement on Form N-1A, File No. 33-42093, filed on August 13, 1991.)
9. (a) Transfer Agency and Service Agreement between the Registrant and
Prudential Mutual Fund Services, Inc. (Incorporated by reference to
Exhibit 10(a) of Amendment No. 2 to Registration Statement on Form N-2,
File No. 2-82976.)
(b) Transfer Agency and Service Agreement between the Registrant and
Prudential Mutual Fund Services, Inc. (Incorporated by reference to
Exhibit 9(b) to Registration Statement on Form N-1A, File No. 33-42093,
filed on August 13, 1991.)
10. Opinion of Shereff, Friedman, Hoffman & Goodman. (Incorporated by
reference to Exhibit 10 to Post-Effective Amendment No. 4 to the
Registration Statement on form N-1A filed via EDGAR on March 2, 1994
(File No. 33-42093).)
11. Consent of Independent Accountants.*
12. Not Applicable.
13. Subscription Agreement between the Registrant and Prudential Mutual Fund
Management, Inc. (Incorporated by reference to Exhibit 14 to
Pre-Effective Amendment No. 2 to Registration Statement on Form N-2, File
No. 2-82976.)
14. Not Applicable.
15. (a) Plan of Distribution pursuant to Rule 12b-1 for Class A shares.
(Incorporated by reference to Exhibit 15 to Registration Statement on
Form N-1A, File No. 33-42093, filed on August 13, 1991.)
(b) Form of Plan of Distribution pursuant to Rule 12b-1 for Class B
shares. (Incorporated by reference to Exhibit 15(b) to Post-Effective
Amendment No. 1 to Registration Statement on Form N-1A, File No.
33-42093.)
(c) Distribution and Service Plan with respect to Class A shares between
the Registrant and Prudential Mutual Fund Distributors, Inc.
(Incorporated by reference to Exhibit 15(c) to Post-Effective Amendment
No. 4 to the Registration Statement on form N-1A filed via EDGAR on March
2, 1994 (File No. 33-42093).)
(d) Distribution and Service Plan with respect to Class B shares between
the Registrant and Prudential Securities Incorporated. (Incorporated by
reference to Exhibit 15(d) to Post-Effective Amendment No. 4 to the
Registration Statement on form N-1A filed via EDGAR on March 2, 1994
(File No. 33-42093).)
----------
Filed herewith.
C-2
<PAGE>
(e) Form of Distribution and Service Plan for Class A shares. (Incorporated
by reference to Exhibit No. 15(e) to Post-Effective Amendment No. 5 to the
Registration Statement on Form N-1A filed via EDGAR on May 10, 1994.)
(f) Form of Distribution and Service Plan for Class B shares. (Incorporated
by reference to Exhibit No. 15(f) to Post-Effective Amendment No. 5 to the
Registration Statement on Form N-1A filed via EDGAR on May 10, 1994.)
(g) Form of Distribution and Service Plan for Class C shares. (Incorporated
by reference to Exhibit No. 15(g) Post-Effective Amendment No. 5 to the
Registration Statement on Form N-1A filed via EDGAR on May 10, 1994.)
16. (a) Schedule of Computation of Performance Quotations. (Incorporated by
reference to Exhibit 16 to Post-Effective Amendment No. 1 to Registration
Statement on Form N-1A File No. 33-42093.)
(b) Schedule of Calculation of Aggregate Total Return for Class A and
Class B shares. (Incorporated by reference to Exhibit 16(b) to
Post-Effective Amendment No. 4 to the Registration Statement on form N-1A
filed via EDGAR on March 2, 1994 (File No. 33-42093).)
Item 25. Persons Controlled by or under Common Control with Registrant
None.
Item 26. Number of Holders of Securities
As of June 15, 1994 there were 32,074 record holders of Class A and
2,191 record holders of Class B shares of common stock, $.001 par value
per share, of the Registrant.
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 Fund's By-Laws (Exhibit
2 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 each Distribution Agreement (Exhibits 6(a)
and (b) to the Registration Statement), each 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 (Exhibit 5(a) 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 each 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 Prospectus 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, 1994).
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
- ---------------- ----------------- ----------------------
(a) Prudential Mutual Fund Management, Inc.
<S> <C> <C>
Brendan D. Boyle Executive Vice President Executive Vice President, PMF;
and Director of Marketing Senior Vice President, Prudential
Securities Incorporated
(Prudential Securities)
John D. Brookmeyer, Jr. Director Senior Vice President, The
Two Gateway Center Prudential Insurance Company of
Newark, NJ 07102 America (Prudential); Senior
Vice President, PIC
Susan C. Cote Senior Vice President Senior Vice President, PMF; Senior
Vice President, Prudential
Securities
Fred A. Fiandaca Executive Vice President, Executive Vice President, Chief
Raritan Plaza One Chief Operating Officer Operating Officer and Director, PMF;
Edison, NJ 08847 and Director Chairman, Chief Operating Officer
and Director, Prudential Mutual
Fund Services, Inc.
Stephen P. Fisher Senior Vice President Senior Vice President, PMF; Senior
Vice President, Prudential
Securities
Frank W. Giordano Executive Vice Executive Vice President, General
President, General Counsel and Secretary, PMF; Senior
Counsel and Secretary Vice President, Prudential
Securities
Robert F. Gunia Executive Vice Executive Vice President, Chief
President, Chief Financial and Administrative
Financial and Administrative Officer, Treasurer and Director,
Officer, Treasurer and PMF; Senior Vice President,
Director Prudential Securities
Eugene B. Heimberg Director Senior Vice President, Prudential;
Prudential Plaza President, Director and Chief
Newark, NJ 07102 Investment Officer, PIC
Lawrence C. McQuade Vice Chairman Vice Chairman, PMF
Leland B. Paton Director Executive Vice President, Director
and Member of the Operating
Committee, Prudential Securities;
Director, Prudential Securities
Group, Inc. (PSG)
Richard A. Redeker President, Chief President, Chief Executive Officer
Executive Officer and and Director, PMF; Executive Vice
Director President, Director and Member of
Operating Committee, Prudential
Securities; Director, PSG
S. Jane Rose Senior Vice President, Senior Vice President, Senior
Senior Counsel Counsel and Assistant Secretary,
and Assistant PMF; Senior Vice President
Secretary and Senior Counsel, Prudential
Securities
Donald G. Southwell Director Senior Vice President, Prudential;
213 Washington Street Director, PSG
Newark, NJ 07102
</TABLE>
C-4
<PAGE>
(b) Prudential Investment Corporation (PIC)
See "How the Fund is Managed--Subadvisor" in the Prospectus constituting
Part A of this Registration Statement and "Subadvisor" in the Statement of
Additional Information constituting Part B of this Registration Statement.
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 07101.
<TABLE>
<CAPTION>
Name and Address Position with PIC Principal Occupations
- ---------------- ----------------- ---------------------
<S> <C> <C>
Martin A. Berkowitz Senior Vice President, Chief Senior Vice President and Chief Financial
Financial Officer and and Compliance Officer, PIC; Vice
Compliance Officer President, Prudential
William M. Bethke Senior Vice President Senior Vice President, Prudential; Senior
Two Gateway Center Vice President, PIC
Newark, NJ 07102
John D. Brookmeyer, Jr. Senior Vice President Senior Vice President, Prudential; Senior
Two Gateway Center Vice President, PIC
Newark, NJ 07102
Eugene B. Heimberg President, Director and Chief President, Director and Chief Investment
Investment Officer Officer, PIC; Senior Vice President,
Prudential
Garnett L. Keith, Jr. President and Director Vice Chairman and Director, Prudential;
Director, PIC
William P. Link Senior Vice President Executive Vice President, Prudential;
Four Gateway Center Senior Vice President, PIC
Newark, NJ 07102
James W. Stevens Executive Vice President Executive Vice President, Prudential;
Four Gateway Center Executive Vice President, PIC; Director,
Newark, NJ 07102 PSG
Robert C. Winters Director Chairman of the Board and Chief Executive
Officer, Prudential; Director, PIC;
Chairman of the Board and Director, PSG
Claude J. Zinngrabe, Jr. Executive Vice President Vice President, Prudential; Executive
Vice President, PIC
</TABLE>
C-5
<PAGE>
Item 29. Principal Underwriters
(a)(i) Prudential Securities Incorporated
Prudential Securities Incorporated is distributor for Prudential Government
Securities Trust (Intermediate Term Series), The Target Portfolio Trust and for
Class D shares of the Florida Series of the Prudential Municipal Series Fund and
for Class B shares of Prudential Adjustable Rate Securities Fund, Inc., The
BlackRock Government Income Trust, Prudential California Municipal Fund
(California Income Series and California Series), Prudential Equity Fund, Inc.,
Prudential Equity Income Fund, Prudential FlexiFund, Prudential Global Fund,
Inc., Prudential-Bache Global Genesis Fund, Inc. (d/b/a Prudential Global
Genesis Fund), Prudential-Bache Global Natural Resources Fund, Inc. (d/b/a
Prudential Global Natural Resources Fund), Prudential-Bache GNMA Fund, Inc.
(d/b/a Prudential GNMA Fund), Prudential-Bache Government Plus Fund, Inc. (d/b/a
Prudential Government Plus Fund), Prudential Growth Fund, Inc., Prudential-Bache
Growth Opportunity Fund, Inc. (d/b/a Prudential Growth Opportunity Fund),
Prudential-Bache High Yield Fund, Inc. (d/b/a Prudential High Yield Fund),
Prudential IncomeVertible (R) Fund, Inc., Prudential Intermediate Global 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, New Jersey
Money Market Series and Florida Series), Prudential-Bache National Municipals
Fund, Inc. (d/b/a Prudential National Municipals Fund), Prudential Pacific
Growth Fund, Inc., Prudential Short-Term Global Income Fund, Inc.,
Prudential-Bache Structured Maturity Fund, Inc. (d/b/a Prudential Structured
Maturity Fund), Prudential U.S. Government Fund, Prudential-Bache Utility Fund,
Inc. (d/b/a Prudential Utility Fund), The Global Utility Fund, Inc. and
Nicholas-Applegate Fund, Inc. (Nicholas-Applegate Growth Equity Fund).
Prudential Securities is also a depositor for the following unit investment
trusts:
The Corporate Income Fund
Corporate Investment Trust Fund
Equity Income Fund
Government Securities Income Fund
International Bond Fund
Municipal Investment Trust
Prudential Equity Trust Shares
National Equity Trust
Prudential Unit Trusts
Government Securities Equity Trust
National Municipal Trust
(ii) Prudential Mutual Fund Distributors, Inc.
Prudential Mutual Fund Distributors, Inc. is distributor for Command
Government Fund, Command Money Fund, Command Tax-Free Fund, Prudential
California Municipal Fund (California Money Market Series), Prudential
Government Securities Trust (Money Market Series and U.S. Treasury Money Market
Series), Prudential-Bache MoneyMart Assets (d/b/a Prudential MoneyMart Assets),
Prudential Municipal Series Fund (Connecticut Money Market Series, Massachusetts
Money Market Series, New York Money Market Series and New Jersey Money Market
Series), Prudential Institutional Liquidity Portfolio, Inc., Prudential-Bache
Special Money Market Fund, Inc. (d/b/a Prudential Special Money Market Fund),
Prudential-Bache Tax-Free Money Fund, Inc. (d/b/a Prudential Tax-Free Money
Fund), and for Class A shares of Prudential Adjustable Rate Securities Fund,
Inc., The BlackRock Government Income Trust, Prudential California Municipal
Fund (California Income Series and California Series), Prudential Equity Fund,
Inc., Prudential Equity Income Fund, Prudential FlexiFund, Prudential Global
Fund, Inc., Prudential-Bache Global Genesis Fund, Inc. (d/b/a Prudential Global
Genesis Fund), Prudential-Bache Global Natural Resources Fund, Inc. (d/b/a
Prudential Global Natural Resources Fund), Prudential-Bache GNMA Fund, Inc.
(d/b/a Prudential GNMA Fund), Prudential-Bache Government Plus Fund, Inc. (d/b/a
Prudential Government Plus Fund), Prudential Growth Fund, Inc., Prudential-Bache
Growth Opportunity Fund, Inc. (d/b/a Prudential Growth Opportunity Fund),
Prudential-Bache High Yield Fund, Inc. (d/b/a Prudential High Yield Fund),
Prudential IncomeVertible (R) Fund, Inc., Prudential Intermediate Global Income
Fund, Inc., Prudential Multi-Sector Fund, Inc., Prudential Municipal Bond Fund,
Prudential Municipal Series Fund (Arizona Series, Georgia Series, Maryland
Series, Massachusetts Series, Michigan Series, Minnesota Series, New Jersey
Series, North Carolina Series, Ohio Series and Pennsylvania Series),
Prudential-Bache National Municipals Fund, Inc. (d/b/a Prudential National
Municipals Fund), Prudential Pacific Growth Fund, Inc., Prudential Short-Term
Global Income Fund, Inc., Prudential-Bache Structured Maturity Fund, Inc. (d/b/a
Prudential Structured Maturity Fund), Prudential U.S. Government Fund and
Prudential-Bache Utility Fund, Inc. (d/b/a Prudential Utililty Fund), Global
Utility Fund, Inc. and Nichols-Applegate Fund, Inc. (Nicholas-Applegate Growth
Equity Fund).
C-6
<PAGE>
(b)(i) 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>
Alan D. Hogan . . . Executive Vice President, Chief Administrative
Officer and Director None
Howard A. Knight . Executive Vice President, Director, Corporate
Strategy and New Business Development None
George A. Murray . Executive Vice President and Director None
John P. Murray . . Executive Vice President and Director of Risk
Management None
Leland B. Paton . . Executive Vice President and Director None
Richard A. Redeker Director Director
Hardwick Simmons . Chief Executive Officer, President and Director None
Lee Spencer . . . . General Counsel, Executive Vice President None
and Director
</TABLE>
(ii) Information concerning the officers and directors of Prudential Mutual
Fund Distributors, Inc. is set forth below.
<TABLE>
<CAPTION>
Positions and Positions and
Offices with Offices with
Name(1) Underwriter Registrant
- ------- ------------- --------------
<S> <C> <C>
Joanne Accurso-Soto Vice President None
Dennis Annarumma . Vice President, Assistant Treasurer and
Assistant Comptroller None
Phyllis J. Berman . Vice President None
Fred A. Fiandaca . President, Chief Executive Officer and Director None
Raritan Plaza One
Edison, NJ 08847
Stephen P. Fisher . Vice President None
Frank W. Giordano . Executive Vice President, General Counsel,
Secretary and Director None
Robert F. Gunia . . Executive Vice President, Director, Vice President
Treasurer, Comptroller and Director
Andrew J. Varley . Vice President None
Anita L. Whelan . . Vice President and Assistant Secretary None
- ----------
<FN>
(1) The address of each person named is One Seaport Plaza, New York, NY 10292
unless otherwise indicated.
</FN>
</TABLE>
(c) Registrant has no principal underwriter who is not an affiliated
person of the Registrant.
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, One Heritage Drive, North
Quincy, Massachusetts 02171, The Prudential Investment Corporation, Prudential
Plaza, 745 Broad Street, Newark, New Jersey, the Registrant, One Seaport
Plaza, New York, New York, and Prudential Mutual Fund Services, Inc., Raritan
Plaza One, Edison, New Jersey. Documents required by Rules 31a-1(b)(5), (6),
(7), (9), (10) and (11) and 31a-1(f) will be kept at Three 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
Prospectus 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 furnish each person to whom a
Prospectus is delivered with a copy of the 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 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 8th day of July, 1994.
PRUDENTIAL INTERMEDIATE GLOBAL INCOME
FUND, INC.
/s/ Lawrence C. McQuade
--------------------------------------
LAWRENCE C. MCQUADE, 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.
Signature Title Date
-------- ----- ----
/s/ Lawrence C. McQuade President and Director July 8, 1994
- ---------------------------
LAWRENCE C. MCQUADE
/s/ John C. Davis Director July 8, 1994
- ---------------------------
JOHN C. DAVIS
/s/ Thomas A. Owens, Jr. Director July 8, 1994
- ---------------------------
THOMAS A. OWENS, JR.
/s/ Richard A. Redeker Director July 8, 1994
- ---------------------------
RICHARD A. REDEKER
/s/ Gerald A. Stahl Director July 8, 1994
- ---------------------------
GERALD A. STAHL
/s/ Stephen Stoneburn Director July 8, 1994
- ---------------------------
STEPHEN STONEBURN
/s/ Robert H. Wellington Director July 8, 1994
- ---------------------------
ROBERT H. WELLINGTON
/s/ Susan C. Cote Principal Financial and July 8, 1994
- --------------------------- Accounting Officer
SUSAN C. COTE
<PAGE>
INDEX TO EXHIBITS
Sequentially
Numbered
Exhibit No. Description Page
- ----------- ----------- ------------
1. (a) Amended and Restated Articles of Incorporation of
Registrant. (Incorporated by reference to Exhibit 1(b)
to Registration Statement on Form N-1A, File No.
33-42093, filed on August 13, 1991.)
(b) Form of Amendment to Articles of Incoporation.
(Incorporated by reference to Exhibit 1(b) to
Registration Statement on Form N-1A, File No. 33-42093,
filed via EDGAR on May 10, 1994.)
2. Amended By-Laws of Registrant. (Incorporated by
reference to Exhibit 2 (b) to Registration Statement on
Form N-1A, File No. 33-42093, filed on August 13, 1991.)
3. Not Applicable.
4. (a) Specimen stock certificates for Class A and Class B
shares. (Incorporated by reference to Exhibit 4 to
Post-Effective Amendment No. 1 to Registration Statement
on Form N-1A, File No. 33-42093.)
(b) Instruments Defining Rights of Shareholders.
(Incorporated by reference to Exhibit 4(b) to
Post-Effective Amendment No. 4 to the Registration
Statement on form N-1A filed via EDGAR on March 2, 1994
(File No. 33-42093).)
5. (a) Management Agreement between the Registrant and
Prudential Mutual Fund Management, Inc. (Incorporated by
reference to Exhibit 6(a) of Amendment No. 1 to
Registration Statement on Form N-2, File No. 2-82976.)
(b) Subadvisory Agreement between Prudential Mutual Fund
Management, Inc. and The Prudential Investment
Corporation. (Incorporated by reference to Exhibit 6(b)
of Amendment No. 1 to Registration Statement on Form
N-2, File No. 2-82976.)
(c) Management Agreement between Registrant and
Prudential Mutual Fund Management, Inc. (Incorporated by
reference to Exhibit 5(c) to Registration Statement on
Form N-1A, File No. 33-42093, filed on August 13, 1991.)
(d) Subadvisory Agreement between Prudential Mutual Fund
Management, Inc. and The Prudential Investment
Corporation. (Incorporated by reference to Exhibit 5(d)
to Registration Statement on Form N-1A, File No.
33-42093, filed on August 13, 1991.)
6. (a) Distribution Agreement between the Registrant and
Prudential Mutual Fund Distributors, Inc. for Class A
shares. (Incorporated by reference to Exhibit 6(a) to
Registration Statement on Form N-1A, File No. 33-42093,
filed on August 13, 1991.)
(b) Distribution Agreement between the Registrant and
Prudential Securities Incorporated for Class B shares.
(Incorporated by reference to Exhibit 6(b) to
Post-Effective Amendment No. 1 to Registration Statement
on Form N-1A, File No. 33-42093.)
(c) Selected Dealer Agreement. (Incorporated by
reference to Exhibit 6(b) to Registration Statement on
Form N-1A, File No. 33-42093, filed on August 13, 1991.)
(d) Amended and Restated Distribution Agreement with
respect to Class A shares between the Registrant and
Prudential Mutual Fund Distributors, Inc. (Incorporated
by reference to Exhibit 6(d) to Post-Effective Amendment
No. 4 to the Registration Statement on form N-1A filed
via EDGAR on March 2, 1994 (File No. 33-42093).)
(e) Amended and Restated Distribution Agreement with
respect to Class B shares between the Registrant and
Prudential Securities Incorporated. (Incorporated by
reference to Exhibit 6(e) to Post-Effective Amendment
No. 4 to the Registration Statement on form N-1A filed
via EDGAR on March 2, 1994 (File No. 33-42093).)
(f) Form of Distribution Agreement with respect to Class
A shares between the Registrant and Prudential Mutual
Fund Distributors. (Incorporated by reference to
Exhibit6(f) to Post-Effective Amendment No.5 to the
Registration Statement on Form N-1A filed via EDGAR on
May 10, 1994.)
(g) Form of Distribution Agreement with respect to Class
B shares between the Registrant and Prudential Securities
Incorporated (Incorporated by reference to Exhibit6(g) to
Post-Effective Amendment No.5 to the Registration
Statement on Form N-1A filed via EDGAR on May 10, 1994.)
(h) Form of Distribution Agreement with respect to Class
C shares between the Registrant and Prudential Securities
Incorporated (ncorporated by reference to Exhibit6(h) to
Post-Effective Amendment No. 5 to the Registration
Statement on Form N-1A filed via EDGAR on May 10, 1994.)
------------
*Filed herewith.
<PAGE>
Sequentially
Numbered
Exhibit No. Description Page
- ----------- ----------- ------------
7. Not Applicable.
8. (a) Custodian Contract between the Registrant and State
Street Bank and Trust Company. (Incorporated by
reference to Exhibit 9 to Registration Statement on Form
N-2, File No. 2-82976.)
(b) Custodian Contract between the Registrant and State
Street Bank and Trust Company. (Incorporated by
reference to Exhibit 8(b) to Registration Statement on
Form N-1A, File No. 33-42093, filed on August 13, 1991.)
9. (a) Transfer Agency and Service Agreement between the
Registrant and Prudential Mutual Fund Services, Inc.
(Incorporated by reference to Exhibit 10(a) of Amendment
No. 2 to Registration Statement on Form N-2, File No.
2-82976.)
(b) Transfer Agency and Service Agreement between the
Registrant and Prudential Mutual Fund Services, Inc.
(Incorporated by reference to Exhibit 9(b) to
Registration Statement on Form N-1A, File No. 33-42093,
filed on August 13, 1991.)
10. Opinion of Shereff, Friedman, Hoffman & Goodman.
(Incorporated by reference to Exhibit 10 to
Post-Effective Amendment No. 4 to the Registration
Statement on form N-1A filed via EDGAR on March 2, 1994
(File No. 33-42093).)
11. Consent of Independent Accountants.*
12. Not Applicable.
13. Subscription Agreement between the Registrant and
Prudential Mutual Fund Management, Inc. (Incorporated by
reference to Exhibit 14 to Pre-Effective Amendment No. 2
to Registration Statement on Form N-2, File No.
2-82976.)
14. Not Applicable.
15. (a) Plan of Distribution pursuant to Rule 12b-1 for
Class A shares. (Incorporated by reference to Exhibit 15
to Registration Statement on Form N-1A, File No.
33-42093, filed on August 13, 1991.)
(b) Form of Plan of Distribution pursuant to Rule 12b-1
for Class B shares. (Incorporated by reference to
Exhibit 15(b) to Post-Effective Amendment No. 1 to
Registration Statement on Form N-1A, File No. 33-42093.)
(c) Distribution and Service Plan with respect to Class
A shares between the Registrant and Prudential Mutual
Fund Distributors, Inc. (Incorporated by reference to
Exhibit 15(c) to Post-Effective Amendment No. 4 to the
Registration Statement on form N-1A filed via EDGAR on
March 2, 1994 (File No. 33-42093).)
(d) Distribution and Service Plan with respect to Class
B shares between the Registrant and Prudential
Securities Incorporated. (Incorporated by reference to
Exhibit 15(d) to Post-Effective Amendment No. 4 to the
Registration Statement on form N-1A filed via EDGAR on
March 2, 1994 (File No. 33-42093).)
(e) Form of Distribution and Service Plan for Class A
shares. (Incorporated by reference to Exhibit No. 15(e) to
Post-Effective Amendment No. 5 to the Registration
Statement on Form N-1A filed via EDGAR on May 10, 1994.)
(f) Form of Distribution and Service Plan for Class B
shares. (Incorporated by reference to Exhibit No. 15(f) to
Post-Effective Amendment No. 5 to the Registration
Statement on Form N-1A filed via EDGAR on May 10, 1994.)
(g) Form of Distribution and Service Plan for Class C
shares. (Incorporated by reference to Exhibit No. 15(g) to
Post-Effective Amendment No. 5 to the Registration
Statement on Form N-1A filed via EDGAR on May 10, 1994.)
16. (a) Schedule of Computation of Performance Quotations.
(Incorporated by reference to Exhibit 16 to
Post-Effective Amendment No. 1 to Registration Statement
on Form N-1A File No. 33-42093.)
(b) Schedule of Calculation of Aggregate Total Return
for Class A and Class B shares. (Incorporated by
reference to Exhibit 16(b) to Post-Effective Amendment
No. 4 to the Registration Statement on form N-1A filed
via EDGAR on March 2, 1994 (File No. 33-42093).)
----------
*Filed herewith.
EXHIBIT 11
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the use in the Statement of Additional Information and
the incorporation by reference in the Prospectus constituting parts of
Post-Effective Amendment No. 5 to the registration statement on Form N-1A
("Post-Effective Amendment No. 5), which are incorporated by reference in this
Post-Effective Amendment No. 6 to the registration statement on Form N-1A (the
"Registration Statement"), of our report dated February 11, 1994, relating to
the financial statements and financial highlights of Prudential Intermediate
Global Income Fund, Inc. (the "Fund"), which appears in such Fund's Statement of
Additional Information in Post-Effective Amendment No. 5. We also consent to the
incorporation by reference in the Registration Statement of the reference to us
under the heading "Custodian and Transfer and Dividend Disbursing Agent and
Independent Accountants" in the Statement of Additional Information and to the
reference to us under the heading "Financial Highlights" in the Prospectus in
Post-Effective Amendment No. 5.
PRICE WATERHOUSE
1177 Avenue of the Americas
New York, New York 10036
July 8, 1994
