<PAGE>
As filed with the Securities and Exchange Commission on June 30, 1994
Registration No. 33-22363
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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 [_]
PRE-EFFECTIVE AMENDMENT NO. [_]
[X]
POST-EFFECTIVE AMENDMENT NO. 11
AND/OR
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940 [_]
[X]
AMENDMENT NO. 13
(Check appropriate box or boxes)
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PRUDENTIAL-BACHE STRUCTURED MATURITY FUND, INC.
(Exact name of registrant as specified in charter)
(doing business as Prudential Structured Maturity Fund)
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)
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)
[_] on (date) pursuant to paragraph (a), of Rule 485
PURSUANT TO RULE 24F-2 UNDER THE INVESTMENT COMPANY ACT OF 1940, REGISTRANT
HAS PREVIOUSLY REGISTERED AN INDEFINITE NUMBER OF SHARES OF ITS COMMON STOCK
PAR VALUE $.01 PER SHARE. THE REGISTRANT WILL FILE A NOTICE FOR ITS FISCAL
YEAR ENDING DECEMBER 31, 1994 ON OR ABOUT FEBRUARY 28, 1995.
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<PAGE>
CROSS REFERENCE SHEET
(AS REQUIRED BY RULE 495)
<TABLE>
<CAPTION>
N-1A ITEM NO. LOCATION
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PART A
Item 1. Cover Page..................... Cover Page
Item 2. Synopsis....................... Fund Expenses; Fund Highlights
Item 3. Condensed Financial Informa-
tion........................... Fund Expenses; Financial Highlights;
How the Fund Calculates Performance
Item 4. General Description of Regis-
trant.......................... Cover Page; Fund Highlights; How the
Fund Invests; General Information
Item 5. Management of the Fund......... Financial Highlights; How the Fund is
Managed
Item 6. Capital Stock and Other Securi-
ties........................... Taxes, Dividends and Distributions;
General Information
Item 7. Purchase of Securities Being
Offered........................ Shareholder Guide; How the Fund Value
its Shares
Item 8. Redemption or Repurchase....... Shareholder Guide; How the Fund Values
its Shares
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 Histo-
ry............................. General Information
Item 13. Investment Objectives and Poli-
cies........................... 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
Item 18. Capital Stock and Other Securi-
ties........................... Not Applicable
Item 19. Purchase, Redemption and Pric-
ing 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 Da-
ta............................. 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 is incorporated herein by reference in its entirety from
Post-Effective Amendment No. 10 to Registrant's Registration Statement (File
No. 33-22363) filed on May 12, 1994. 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. 33-22363)
filed on May 12, 1994.
<PAGE>
PART C
OTHER INFORMATION
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS.
(A)FINANCIAL STATEMENTS:
(1) Financial Statements for the Income Portfolio included in the
Prospectus constituting Part A of this Registration Statement:
Financial Highlights
(2) Financial Statements for the Income Portfolio included in the
Statement of Additional Information constituting Part B of this
Registration Statement:
Independent Auditors' Report
Portfolio of Investments at December 31, 1993
Statement of Assets and Liabilities at December 31, 1993
Statement of Operations for the Year ended December 31, 1993
Statement of Changes in Net Assets for the Years Ended December 31,
1993 and 1992
Financial Highlights
Notes to Financial Statements
Independent Auditors' Report
(B)EXHIBITS:
1. (a) Restated Articles of Incorporation of the Registrant originally
filed May 1, 1989, incorporated by reference to Exhibit No. 1 to the
Registration Statement on Form N-1A filed on September 1, 1993 (File
No. 33-22363).
(b) Form of Amended and Restated Articles of Incorporation of the
Registrant, incorporated by reference to Exhibit No. 1(b) to Post-
Effective Amendment No. 10 to the Registration Statement on Form N-1A
filed via EDGAR on May 12, 1994 (File No. 33-22363).
2. (a) By-Laws of the Registrant, incorporated by reference to Exhibit
No. 2 to the Registration Statement on Form N-1A filed on June 13,
1988 (File No. 33-22363).
(b) Amended and Restated By-Laws of the Registrant, incorporated by
reference to Exhibit No. 2(b) to Post-Effective Amendment No. 10 to
the Registration Statement on Form N-1A filed via EDGAR on May 12,
1994 (File No. 33-22363).
3. Not Applicable.
4. (a) Specimen certificate for shares of common stock, $.01 par value
per share, of the Registrant, incorporated by reference to Exhibit
No. 4 to Pre-Effective Amendment No. 2 to the Registration Statement
on Form N-1A filed on July 24, 1989 (File No. 33-22363).
(b) Specimen certificate for Class B shares of common stock filed
October 5, 1992, incorporated by reference to Exhibit No. 4(b) to
Post-Effective Amendment No. 5 to the Registration Statement on Form
N-1A filed on October 5, 1992 (File No. 33-22363).
(c) Specimen certificate for Class A shares of common stock, $.01 par
value per share, of the Registrant, for the Municipal Income
Portfolio, incorporated by reference to Exhibit No. 4(c) to Post-
Effective Amendment No. 7 to Registration Statement on Form N-1A filed
on July 16, 1993 (File No. 33-22363).
(d) Specimen certificate for Class B shares of common stock, $.01 par
value per share, of the Registrant, for the Municipal Income
Portfolio, incorporated by reference to Exhibit No. 4(d) to Post-
Effective Amendment No. 7 to Registration Statement on Form N-1A filed
on July 16, 1993 (File No. 33-22363).
(e) Instruments defining rights of shareholders, incorporated by
reference to Exhibit No. 4(e) to Post-Effective Amendment No. 9 to the
Registration Statement on Form N-1A filed via EDGAR on February 28,
1994 (File No. 33-22363).
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. 1 to the Registration Statement on
Form N-1A filed on January 25, 1990 (File No. 33-22363).
(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. 1 to the
Registration Statement on Form N-1A filed on January 25, 1990 (File
No. 33-22363).
6. (a) Subscription Offering Agreement between the Registrant and
Prudential-Bache Securities Inc., incorporated by reference to
Exhibit No. 6(b) to Post-Effective Amendment No. 1 to the
Registration Statement on Form N-1A filed on January 25, 1990 (File
No. 33-22363).
C-1
<PAGE>
(b) Distribution Agreement between the Registrant and Prudential
Securities Incorporated for Class B shares filed October 5, 1992,
incorporated by reference to Exhibit No. 6(c) to Post-Effective
Amendment No. 5 to the Registration Statement on Form N-1A filed on
October 5, 1992 (File No. 33-22363).
(c) Amended and Restated Distribution Agreement (Class A Shares)
between the Fund and Prudential Mutual Fund Distributors, Inc.,
(Income Portfolio), incorporated by reference to Exhibit No. 6(c) to
Post-Effective Amendment No. 10 to the Registration Statement on Form
N-1A filed via EDGAR on May 12, 1994 (File No. 33-22363).
(d) Amended and Restated Distribution Agreement (Class B Shares)
between the Fund and Prudential Securities Incorporated (Income
Portfolio), incorporated by reference to Exhibit No. 6(d) to Post-
Effective Amendment No. 10 to the Registration Statement on Form N-1A
filed via EDGAR on May 12, 1994 (File No. 33-22363).
(e) Form of Distribution Agreement (Class A Shares) between the Fund
and Prudential Mutual Fund Distributors (Municipal Income Portfolio),
incorporated by reference to Exhibit No. 6(e) to Post-Effective
Amendment No. 10 to the Registration Statement on Form N-1A filed via
EDGAR on May 12, 1994 (File No. 33-22363).
(f) Form of Distribution Agreement (Class B Shares) between the Fund
and Prudential Securities Incorporated (Municipal Income Portfolio),
incorporated by reference to Exhibit No. 6(f) to Post-Effective
Amendment No. 10 to the Registration Statement on Form N-1A filed via
EDGAR on May 12, 1994 (File No. 33-22363).
(g) Form of Subscription Offering Agreement between the Registrant and
Prudential Securities Incorporated (Municipal Income Portfolio),
incorporated by reference to Exhibit No. 6(g) to Post-Effective
Amendment No. 10 to the Registration Statement on Form N-1A filed via
EDGAR on May 12, 1994 (File No. 33-22363).
(h) Form of Distribution and Service Agreement for Class A shares
(Income Portfolio), incorporated by reference to Exhibit No. 6(h) to
Post-Effective Amendment No. 10 to the Registration Statement on Form
N-1A filed via EDGAR on May 12, 1994 (File No. 33-22363).
(i) Form of Distribution and Service Agreement for Class B shares
(Income Portfolio), incorporated by reference to Exhibit No. 6(i) to
Post-Effective Amendment No. 10 to the Registration Statement on Form
N-1A filed via EDGAR on May 12, 1994 (File No. 33-22363).
(j) Form of Distribution and Service Agreement for Class C shares
(Income Portfolio and Municipal Income Portfolio), incorporated by
reference to Exhibit No. 6(j) to Post-Effective Amendment No. 10 to
the Registration Statement on Form N-1A filed via EDGAR on May 12,
1994 (File No. 33-22363).
7. Not Applicable.
8. Custodian Contract between the Registrant and State Street Bank and
Trust Company, incorporated by reference to Exhibit No. 8 to Post-
Effective Amendment No. 3 to the Registration Statement on Form N-1A
filed on April 30, 1991 (File No. 33-22363).
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. 1 to the Registration
Statement on Form N-1A filed on January 25, 1990 (File No. 33-
22363).
10. Opinion of Counsel, incorporated by reference to Exhibit No. 10 to
Pre-Effective Amendment No. 2 to the Registration Statement on Form
N-1A filed on July 24, 1989 (File No. 33-22363).
11. Consent of Independent Auditors.*
12. Not Applicable.
13. Purchase Agreement, incorporated by reference to Exhibit No. 13 to
Pre-Effective Amendment No. 2 to the Registration Statement on Form
N-1A filed on July 24, 1989 (File No. 33-22363).
14. Not Applicable.
15. (a) Distribution and Service Plan for Class B shares, incorporated
by reference to Exhibit No. 15(b) to Post-Effective Amendment No. 5
to the Registration Statement on Form N-1A filed on October 5, 1992
(File No. 33-22363).
(b) Amended and Restated Distribution and Service Plan pursuant to
Rule 12b-1 under the Investment Company Act of 1940 (Class A Shares)
(Income Portfolio), incorporated by reference to Exhibit No. 15(c) to
Post-Effective Amendment No. 9 to the Registration Statement on Form
N-1A filed via EDGAR on February 28, 1994 (File No. 33-22363).
(c) Amended and Restated Distribution and Service Plan pursuant to
Rule 12b-1 under the Investment Company Act of 1940 (Class B Shares)
(Income Portfolio), incorporated by reference to Exhibit No. 15(d) to
Post-Effective Amendment No. 9 to the Registration Statement on Form
N-1A filed via EDGAR on February 28, 1994 (File No. 33-22363).
C-2
<PAGE>
(d) Form of Distribution and Service Plan pursuant to Rule 12b-1 under
the Investment Company Act of 1940 (Class A Shares) (Municipal Income
Portfolio), incorporated by reference to Exhibit No. 15(d) to Post-
Effective Amendment No. 10 to the Registration Statement on Form N-1A
filed via EDGAR on May 12, 1994 (File No. 33-22363).
(e) Form of Distribution and Service Plan pursuant to Rule 12b-1 under
the Investment Company Act of 1940 (Class B Shares) (Municipal Income
Portfolio), incorporated by reference to Exhibit No. 15(e) to Post-
Effective Amendment No. 10 to the Registration Statement on Form N-1A
filed via EDGAR on May 12, 1994 (File No. 33-22363).
(f) Form of Distribution and Service Plan for Class A shares (Income
Portfolio), incorporated by reference to Exhibit No. 15(f) to Post-
Effective Amendment No. 10 to the Registration Statement on Form N-1A
filed via EDGAR on May 12, 1994 (File No. 33-22363).
(g) Form of Distribution and Service Plan for Class B shares (Income
Portfolio), incorporated by reference to Exhibit No. 15(g) to Post-
Effective Amendment No. 10 to the Registration Statement on Form N-1A
filed via EDGAR on May 12, 1994 (File No. 33-22363).
(h) Form of Distribution and Service Plan for Class C shares (Income
Portfolio and Municipal Income Portfolio), incorporated by reference
to Exhibit No. 15(h) to Post-Effective Amendment No. 10 to the
Registration Statement on Form N-1A filed via EDGAR on May 12, 1994
(File No. 33-22363).
16. (a) Schedule of Computation of Performance Quotations relating to
Average Annual Total Return, incorporated by reference to Exhibit
No. 16 to Post-Effective Amendment No. 1 to the Registration
Statement on Form N-1A filed on January 25, 1990 (File No. 33-
22363).
(b) Schedule of Computation of Performance Quotations relating to
Aggregate Total Return for Class A and Class B shares, incorporated by
reference to Exhibit No. 16(b) to Post-Effective No. 8 to Registration
Statement on Form N-1A filed on September 14, 1993 (File No. 33-
22363).
Other Exhibits
Copies of Powers of Attorney for:
Lawrence C. McQuade
Robert R. Fortune
Delayne D. Gold
Harry A. Jacobs, Jr.
Thomas A. Owens, Jr.
Merle T. Welshans
Executed copies filed under Other Exhibits to Pre-Effective Amendment No. 2
to the Registration Statement on Form N-1A filed on July 24, 1989 (File No. 33-
22363).
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* Filed herewith.
ITEM 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT.
None.
ITEM 26. NUMBER OF HOLDERS OF SECURITIES.
As of June 17, 1994, there were 7,802 and 9,580 record holders of Class A and
Class B shares of common stock, $.01 par value per share, of the Income
Portfolio. As of June 17, 1994, the Municipal Income Portfolio did not have any
record holders of shares of common stock.
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 VI 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 (Exhibit 6 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.
C-3
<PAGE>
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.
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, 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>
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NAME AND ADDRESS POSITION WITH PMF PRINCIPAL OCCUPATIONS
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Brendan D. Boyle Executive Vice Executive Vice President, PMF; Senior Vice President,
President and Prudential Securities Incorporated (Prudential
Director of Securities)
Marketing
John D. Brookmeyer, Jr. Director Senior Vice President, The Prudential Insurance
Two Gateway Center Company of America
Newark, NJ 07102 (Prudential)
Susan C. Cote Senior Vice Senior Vice President, PMF; Senior Vice President,
President Prudential Securities
Fred A. Fiandaca Executive Vice Executive Vice President, Chief Operating Officer and
Raritan Plaza One President, Chief Director, PMF; Chairman, Chief Operating Officer and
Edison, NJ 08847 Operating Officer Director,
and Director Prudential Mutual Fund Services, Inc.
Stephen P. Fisher Senior Vice Senior Vice President, PMF; Senior Vice President,
President Prudential Securities
Frank W. Giordano Executive Vice Executive Vice President, General Counsel and
President, General Secretary, PMF; Senior Vice President, Prudential
Counsel and Securities
Secretary
</TABLE>
C-4
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<TABLE>
<CAPTION>
NAME AND ADDRESS POSITION WITH PMF PRINCIPAL OCCUPATIONS
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Robert F. Gunia Executive Vice Executive Vice President, Chief Financial and
President, Chief Administrative Officer, Treasurer and Director, PMF;
Financial and Senior Vice President, Prudential Securities
Administrative
Officer, Treasurer
and Director
Eugene B. Heimberg Director Senior Vice President, Prudential; President, Director
Prudential Plaza and Chief Investment Officer, PIC
Newark, NJ 07102
Lawrence C. McQuade Vice Chairman Vice Chairman, PMF
Leland B. Paton Director Executive Vice President and Director, Prudential
Securities; Director, Prudential Securities Group,
Inc. (PSG)
Richard A. Redeker President, Chief President, Chief Executive Officer and Director, PMF;
Executive Officer Executive Vice President, Director and Member of the
and Director Operating Committee, Prudential Securities; Director,
PSG
S. Jane Rose Senior Vice Senior Vice President, Senior Counsel and Assistant
President, Senior Secretary, PMF; Senior Vice President and Senior
Counsel and Counsel, Prudential Securities
Assistant
Secretary
Donald G. Southwell Director Senior Vice President, Prudential; Director, PSG
213 Washington Street
Newark, NJ 07102
</TABLE>
(b) Prudential Investment Corporation (PIC)
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 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
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<S> <C> <C>
Martin A. Berkowitz Senior Vice Senior Vice President and Chief Financial and
President and Compliance Officer, PIC; Vice President, Prudential
Chief Financial
and Compliance
Officer
William M. Bethke Senior Vice Senior Vice President, Prudential; Senior Vice
Two Gateway Center President President, PIC
Newark, NJ 07102
John D. Brookmeyer, Jr. Senior Vice Senior Vice President, Prudential; Senior Vice
Two Gateway Center President President, PIC
Newark, NJ 07102
Eugene B. Heimberg President, President, Director and Chief Investment Officer, PIC;
Director and Chief Senior Vice President, Prudential
Investment Officer
Garnett L. Keith, Jr. Director Vice Chairman and Director, Prudential; Director, PIC
William P. Link Senior Vice Executive Vice President, Prudential; Senior Vice
Four Gateway Center President President, PIC
Newark, NJ 07102
James W. Stevens Executive Vice Executive Vice President, Prudential; Executive Vice
Four Gateway Center President President, PIC; Director, PSG
Newark, NJ 07102
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 Vice President, Prudential; Executive Vice President,
President PIC
</TABLE>
C-5
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ITEM 29. PRINCIPAL UNDERWRITERS
(a)(i) Prudential Securities Incorporated
Prudential Securities is distributor for Prudential Government Securities
Trust (Intermediate Term Series), The Target Portfolio Trust, for Class D
shares of the Florida Series of Prudential Municipal Series Fund and for Class
B shares of The BlackRock Government Income Trust, Global Utility Fund, Inc.,
Nicholas-Applegate Fund, Inc. (Nicholas-Applegate Growth Equity Fund),
Prudential Adjustable Rate Securities Fund, Inc., Prudential California
Municipal Fund (California Series and California Income Series), Prudential
Equity Fund, Inc., Prudential Equity Income Fund, Prudential FlexiFund,
Prudential Global Fund, Inc., Prudential Global Genesis Fund, Inc. (d/b/a
Prudential-Bache 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, and Prudential-Bache Utility Fund, Inc. (d/b/a
Prudential Utility 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
(a)(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 Institutional Liquidity Portfolio, Inc.,
Prudential-Bache MoneyMart Assets Inc. (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-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 The
BlackRock Government Income Trust, Global Utility Fund, Inc., Nicholas-
Applegate Fund, Inc. (Nicholas-Applegate Growth Equity Fund), Prudential
Adjustable Rate Securities Fund, Inc., 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 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 (Class A
shares of all other series not mentioned above), 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 Utility 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 UNDERWRITER REGISTRANT
- ---- ------------- --------------
<S> <C> <C>
Alan D. Hogan............. Executive Vice President, Chief None
Administrative Officer and Director
Howard A. Knight.......... Executive Vice President, Director, None
Corporate Strategy and New Business
Development
George A. Murray.......... Executive Vice President and Director None
John P. Murray............ Executive Vice President and Director None
of Risk Management
Leland B. Paton........... Executive Vice President and Director None
Richard A. Redeker........ Director Director
Hardwick Simmons.......... Chief Executive Officer, President None
and Director
Lee Spencer............... General Counsel, Executive Vice None
President and Director
(ii) Information concerning the officers and directors of Prudential Mutual
Fund Distributors, Inc. is set forth below:
<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 None
and Assistant Comptroller
Phyllis J. Berman......... Vice President None
Fred A. Fiandaca.......... President, Chief Executive Officer None
Raritan Plaza One and Director
Edison, NJ 08847
Stephen P. Fisher......... Vice President None
Frank W. Giordano......... Executive Vice President, General None
Counsel, Secretary and Director
Robert F. Gunia........... Executive Vice President, Treasurer, Vice President
Comptroller and Director
Andrew J. Varley.......... Vice President None
Anita L. Whelan........... Vice President and Assistant None
Secretary
</TABLE>
(c) Registrant has no principal underwriter who is not an affiliated person
of the Registrant.
- -----------
(/1/)The address of each person named is One Seaport Plaza, New York, NY 10292
unless otherwise indicated.
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, The Prudential Investment Corporation, Prudential Plaza, 751
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 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 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 29th day of June, 1994.
PRUDENTIAL-BACHE STRUCTURED MATURITY
FUND, INC. D/B/A
PRUDENTIAL STRUCTURED MATURITY FUND
/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/ Susan C. Cote Treasurer and Principal
Financial and Accounting
Officer
- ----------------------------- June 29, 1994
SUSAN C. COTE
/s/ Robert R. Fortune Director
- ----------------------------- June 29, 1994
ROBERT R. FORTUNE
/s/ Delayne D. Gold Director
- ----------------------------- June 29, 1994
DELAYNE D. GOLD
/s/ Harry A. Jacobs, Jr. Director
- ----------------------------- June 29, 1994
HARRY A. JACOBS, JR.
/s/ Lawrence C. McQuade President and Director
- ----------------------------- June 29, 1994
LAWRENCE C. MCQUADE
/s/ Thomas A. Owens, Jr. Director
- ----------------------------- June 29, 1994
THOMAS A. OWENS, JR.
/s/ Merle T. Welshans Director
- ----------------------------- June 29, 1994
MERLE T. WELSHANS
/s/ Richard A. Redeker Director
June 29, 1994
- -----------------------------
RICHARD A. REDEKER
C-8
<PAGE>
PRUDENTIAL-BACHE STRUCTURED MATURITY FUND, INC.
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT PAGE
NUMBER DESCRIPTION NUMBER
------- ----------- ------
<C> <S> <C>
1(a) Restated Articles of Incorporation of the Registrant
originally filed May 1, 1989, incorporated by reference to
Exhibit No. 1 to the Registration Statement on Form N-1A
filed on September 1, 1993 (File No. 33-22363). --
1(b) Form of Amended and Restated Articles of Incorporation of the
Registrant, incorporated by reference to Exhibit No. 1(b) to
Post-Effective Amendment No. 10 to the Registration Statement
on Form N-1A filed via EDGAR on May 12, 1994 (File No. 33-
22363). --
2(a) By-Laws of the Registrant, incorporated by reference to
Exhibit No. 2 to the Registration Statement on Form N-1A
filed on June 13, 1988 (File No. 33-22363). --
2(b) Amended and Restated By-Laws of the Registrant, incorporated
by reference to Exhibit No. 2(b) to Post-Effective Amendment
No. 10 to the Registration Statement on Form N-1A filed via
EDGAR on May 12, 1994 (File No. 33-22363).
3 Not Applicable. --
4(a) Specimen certificate for shares of common stock, $.01 par
value per share, of the Registrant, incorporated by reference
to Exhibit No. 4 to Pre-Effective Amendment No. 2 to the
Registration Statement on Form N-1A filed on July 24, 1989
(File No. 33-22363). --
4(b) Specimen certificate for Class B shares of common stock filed
October 5, 1992, incorporated by reference to Exhibit No.
4(b) to Post-Effective Amendment No. 5 to the Registration
Statement on Form N-1A filed on October 5, 1992 (File No. 33-
22363). --
4(c) Specimen certificate for Class A shares of common stock, $.01
par value per share, of the Registrant, for the Municipal
Income Portfolio, incorporated by reference to Exhibit No.
4(c) to Post-Effective Amendment No. 7 to Registration
Statement on Form N-1A filed on July 16, 1993 (File No. 33-
22363). --
4(d) Specimen certificate for Class B shares of common stock, $.01
par value per share, of the Registrant, for the Municipal
Income Portfolio, incorporated by reference to Exhibit No.
4(d) to Post-Effective Amendment No. 7 to Registration
Statement on Form N-1A filed on July 16, 1993 (File No. 33-
22363). --
4(e) Instruments defining rights of shareholders, incorporated by
reference to Exhibit No. 4(e) to Post-Effective Amendment No.
9 to the Registration Statement on Form N-1A filed via EDGAR
on February 28, 1994 (File No. 33-22363). --
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. 1 to the
Registration Statement on Form N-1A filed on January 25, 1990
(File No. 33-22363). --
5(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. 1 to the Registration Statement on
Form N-1A filed on January 25, 1990 (File No. 33-22363). --
6(a) Subscription Offering Agreement between the Registrant and
Prudential-Bache Securities Inc., incorporated by reference
to Exhibit No. 6(b) to Post-Effective Amendment No. 1 to the
Registration Statement on Form N-1A filed on January 25, 1990
(File No. 33-22363). --
6(b) Distribution Agreement between the Registrant and Prudential
Securities Incorporated for Class B shares filed October 5,
1992, incorporated by reference to Exhibit No. 6(c) to Post-
Effective Amendment No. 5 to the Registration Statement on
Form N-1A filed on October 5, 1992 (File No. 33-22363). --
6(c) Amended and Restated Distribution Agreement (Class A Shares)
between the Fund and Prudential Mutual Fund Distributors,
Inc., (Income Portfolio), incorporated by reference to
Exhibit No. 6(c) to Post-Effective Amendment No. 10 to the
Registration Statement on Form N-1A filed via EDGAR on May
12, 1994 (File No. 33-22363). --
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT PAGE
NUMBER DESCRIPTION NUMBER
------- ----------- ------
<C> <S> <C>
6(d) Amended and Restated Distribution Agreement (Class B Shares)
between the Fund and Prudential Securities Incorporated
(Income Portfolio), incorporated by reference to Exhibit No.
6(d) to Post-Effective Amendment No. 10 to the Registration
Statement on Form N-1A filed via EDGAR on May 12, 1994 (File
No. 33-22363). --
6(e) Form of Distribution Agreement (Class A Shares) between the
Fund and Prudential Mutual Fund Distributors (Municipal
Income Portfolio), incorporated by reference to Exhibit No.
6(e) to Post-Effective Amendment No. 10 to the Registration
Statement on Form N-1A filed via EDGAR on May 12, 1994 (File
No. 33-22363). --
6(f) Form of Distribution Agreement (Class B Shares) between the
Fund and Prudential Securities Incorporated (Municipal Income
Portfolio), incorporated by reference to Exhibit No. 6(f) to
Post-Effective Amendment No. 10 to the Registration Statement
on Form N-1A filed via EDGAR on May 12, 1994 (File No. 33-
22363). --
6(g) Form of Subscription Offering Agreement between the
Registrant and Prudential Securities Incorporated (Municipal
Income Portfolio), incorporated by reference to Exhibit No.
6(g) to Post-Effective Amendment No. 10 to the Registration
Statement on Form N-1A filed via EDGAR on May 12, 1994 (File
No. 33-22363). --
6(h) Form of Distribution and Service Agreement for Class A shares
(Income Portfolio), incorporated by reference to Exhibit No.
6(h) to Post-Effective Amendment No. 10 to the Registration
Statement on Form N-1A filed via EDGAR on May 12, 1994 (File
No. 33-22363). --
6(i) Form of Distribution and Service Agreement for Class B shares
(Income Portfolio), incorporated by reference to Exhibit No.
6(i) to Post-Effective Amendment No. 10 to the Registration
Statement on Form N-1A filed via EDGAR on May 12, 1994 (File
No. 33-22363). --
6(j) Form of Distribution and Service Agreement for Class C shares
(Income Portfolio and Municipal Income Portfolio),
incorporated by reference to Exhibit No. 6(j) to Post-
Effective Amendment No. 10 to the Registration Statement on
Form N-1A filed via EDGAR on May 12, 1994 (File No. 33-
22363). --
7 Not Applicable. --
8 Custodian Contract between the Registrant and State Street
Bank and Trust Company, incorporated by reference to Exhibit
No. 8 to Post-Effective Amendment No. 3 to the Registration
Statement on Form N-1A filed on April 30, 1991 (File No. 33-
22363). --
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. 1
to the Registration Statement on Form N-1A filed on January
25, 1990 (File No. 33-22363). --
10 Opinion of Counsel, incorporated by reference to Exhibit No.
10 to Pre-Effective Amendment No. 2 to the Registration
Statement on Form N-1A filed on July 24, 1989 (File No. 33-
22363). --
11 Consent of Independent Auditors.* --
12 Not Applicable. --
13 Purchase Agreement, incorporated by reference to Exhibit No.
13 to Pre-Effective Amendment No. 2 to the Registration
Statement on Form N-1A filed on July 24, 1989 (File No. 33-
22363). --
14 Not Applicable. --
15(a) Distribution and Service Plan for Class B shares,
incorporated by reference to Exhibit No. 15(b) to Post-
Effective Amendment No. 5 to the Registration Statement on
Form N-1A filed on October 5, 1992 (File No. 33-22363). --
15(b) Amended and Restated Distribution and Service Plan pursuant
to Rule 12b-1 under the Investment Company Act of 1940 (Class
A Shares) (Income Portfolio), incorporated by reference to
Exhibit No. 15(c) to Post-Effective Amendment No. 9 to the
Registration Statement on Form N-1A filed via EDGAR on
February 28, 1994 (File No. 33-22363). --
15(c) Amended and Restated Distribution and Service Plan pursuant
to Rule 12b-1 under the Investment Company Act of 1940 (Class
B Shares) (Income Portfolio), incorporated by reference to
Exhibit No. 15(d) to Post-Effective Amendment No. 9 to the
Registration Statement on Form N-1A filed via EDGAR on
February 28, 1994 (File No. 33-22363). --
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT PAGE
NUMBER DESCRIPTION NUMBER
------- ----------- ------
<C> <S> <C>
15(d) Form of Distribution and Service Plan pursuant to Rule 12b-1
under the Investment Company Act of 1940 (Class A Shares)
(Municipal Income Portfolio), incorporated by reference to
Exhibit No. 15(d) to Post-Effective Amendment No. 10 to the
Registration Statement on Form N-1A filed via EDGAR on May
12, 1994 (File No. 33-22363). --
15(e) Form of Distribution and Service Plan pursuant to Rule 12b-1
under the Investment Company Act of 1940 (Class B Shares)
(Municipal Income Portfolio), incorporated by reference to
Exhibit No. 15(e) to Post-Effective Amendment No. 10 to the
Registration Statement on Form N-1A filed via EDGAR on May
12, 1994 (File No. 33-22363). --
15(f) Form of Distribution and Service Plan for Class A shares
(Income Portfolio), incorporated by reference to Exhibit No.
15(f) to Post-Effective Amendment No. 10 to the Registration
Statement on Form N-1A filed via EDGAR on May 12, 1994 (File
No. 33-22363). --
15(g) Form of Distribution and Service Plan for Class B shares
(Income Portfolio), incorporated by reference to Exhibit No.
15(g) to Post-Effective Amendment No. 10 to the Registration
Statement on Form N-1A filed via EDGAR on May 12, 1994 (File
No. 33-22363). --
15(h) Form of Distribution and Service Plan for Class C shares
(Income Portfolio and Municipal Income Portfolio),
incorporated by reference to Exhibit No. 15(h) to Post-
Effective Amendment No. 10 to the Registration Statement on
Form N-1A filed via EDGAR on May 12, 1994 (File No. 33-
22363). --
16(a) Schedule of Computation of Performance Quotations relating to
Average Annual Total Return, incorporated by reference to
Exhibit No. 16 to Post-Effective Amendment No. 1 to the
Registration Statement on Form N-1A filed on January 25, 1990
(File No. 33-22363). --
16(b) Schedule of Computation of Performance Quotations relating to
Aggregate Total Return for Class A and Class B shares,
incorporated by reference to Exhibit No. 16(b) to Post-
Effective No. 8 to Registration Statement on Form N-1A filed
on September 14, 1993 (File No. 33-22363). --
</TABLE>
Other Exhibits
Copies of Powers of Attorney for:
Lawrence C. McQuade
Robert R. Fortune
Delayne D. Gold
Harry A. Jacobs, Jr.
Thomas A. Owens, Jr.
Merle T. Welshans
Executed copies filed under Other Exhibits to Pre-Effective Amendment No. 2
to the Registration Statement on Form N-1A filed on July 24, 1989 (File No. 33-
22363).
- ------------
* Filed herewith.
<PAGE>
EXHIBIT 11
CONSENT OF INDEPENDENT AUDITORS
We consent to the use in Post-Effective Amendment No. 11 to Registration
Statement No. 33-22363 of Prudential-Bache Structured Maturity Fund, Inc. of
our report dated February 3, 1994, appearing in the Statement of Additional
Information, which is a part of such Registration Statement, and to the
references to us under the headings "Financial Highlights" in the Prospectus
of the Income Portfolio, which is a part of such Registration Statement, and
"Custodian, Transfer and Dividend Disbursing Agent and Independent
Accountants" in the Statement of Additional Information.
/s/ Deloitte & Touche
Deloitte & Touche
New York, New York
June 29, 1994
