-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AUFa7gxct3KwTF0+C34k8TXFIhQ8PO7CD8VXPbkXnJcBn1q59Rvpa2AAnH6IZgnL eZc4ePBrGT+Gz0F/Ottlpg== 0000907243-96-000039.txt : 19960627 0000907243-96-000039.hdr.sgml : 19960627 ACCESSION NUMBER: 0000907243-96-000039 CONFORMED SUBMISSION TYPE: 485B24E PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19960626 EFFECTIVENESS DATE: 19960626 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: KEYSTONE LIQUID TRUST CENTRAL INDEX KEY: 0000005384 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 046196129 STATE OF INCORPORATION: NJ FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 485B24E SEC ACT: 1933 Act SEC FILE NUMBER: 002-51914 FILM NUMBER: 96586293 BUSINESS ADDRESS: STREET 1: 200 BERLELEY ST CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 6173383200 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN LIQUID TRUST DATE OF NAME CHANGE: 19830523 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN LIQUITY FUND INC DATE OF NAME CHANGE: 19751102 485B24E 1 KEYSTONE LIQUID TRUST File Nos. 2-51914 and 811-2521 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-1A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Pre-Effective Amendment No. Post-Effective Amendment No. 51 X and REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 Amendment No. 29 X KEYSTONE LIQUID TRUST (Exact name of Registrant as specified in Charter) 200 Berkeley Street, Boston, Massachusetts 02116-5034 (Address of Principal Executive Offices) (Zip Code) Registrant's Telephone Number, including Area Code: (617) 338-3200 Rosemary D, Van Antwerp, Esq., 200 Berkeley Street, Boston, Massachusetts 02116-5034 (Name and Address of Agent for Service) It is proposed that this filing will become effective: X immediately upon filing pursuant to paragraph (b) on (date) pursuant to paragraph (b) 60 days after filing pursuant to paragraph (a)(i) on (date) pursuant to paragraph (a)(II) of Rule 485 Pursuant to Rule 24f-2 under the Investment Company Act of 1940, Registrant has registered an indefinite amount of its securities under the Securities Act of 1933. The Rule 24f-2 Notice for the issuer's fiscal year ended June 30, 1995 was filed on August 18, 1995. CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933 Proposed Proposed Title of Share Maximum Maximum Securities Amount Offering Aggregate Amount of Being Being Price Per Offering Registration Registered Registered Unit* Price** Fee - -------------------------------------------------------------------- Shares of Beneficial Interest, 691,128,844 $1.00 $290,000 $100 Without Par Value - -------------------------------------------------------------------- * Computed under Rule 457(d) on the basis of the offering price per share at the close of business on June 24, 1996. ** The calculation of the maximum aggregate offering price is made pursuant to Rule 24e-2 under the Investment Company Act of 1940. 942,116,232 shares of the Fund were redeemed during its fiscal year ended June 30, 1995. Of such shares, 251,277,388 were used as a reduction pursuant to Rule 24f-2 during the current year. The remaining 690,838,844 shares are being used for a reduction in this filing. The Registrant has filed a declaration pursuant to Rule 24f-2 under the Investment Company Act of 1940. A Rule 24f-2 Notice for Registrant's most recent fiscal year ended June 30, 1995 was filed on August 18, 1995. KEYSTONE LIQUID TRUST CONTENTS OF POST-EFFECTIVE AMENDMENT NO. 51 to REGISTRATION STATEMENT This Post-Effective Amendment No. 51 to Registration Statement No. 2-51914 incorporates by reference, without change, all other information contained in Post-Effective Amendment No. 50 to Registration Statement No. 2-51914/811-2521. SIGNATURES Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant certifies that it meets all of the requirements for effectiveness of this Amendment to its Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has duly caused this Amendment to its Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston, in The Commonwealth of Massachusetts, on the 27th day of June, 1996. KEYSTONE LIQUID TRUST By/s/ Rosemary D. Van Antwerp Rosemary D. Van Antwerp Senior Vice President and Secretary Pursuant to the requirements of the Securities Act of 1933, this Amendment to the Registration Statement has been signed below by the following persons in the capacities indicated on the 26th day of June, 1996. SIGNATURES TITLE /s/ George S. Bissell Trustee, Chairman of the Board and George S. Bissell* Chief Executive Officer /s/ Albert H. Elfner, III President and Trustee Albert H. Elfner, III* /s/ J. Kevin Kenely Treasurer (Principal Financial J. Kevin Kenely* and Accounting Officer) /s/ Frederick Amling Trustee Frederick Amling* *By /s/ James M. Wall James M. Wall** Attorney-in-Fact SIGNATURES TITLE /s/ Charles A. Austin, III Trustee Charles A. Austin, III* /s/ Edwin D. Campbell Trustee Edwin D. Campbell* /s/ Charles F. Chapin Trustee Charles F. Chapin* /s/ Leroy Keith, Jr. Trustee Leroy Keith, Jr.* /s/ K. Dun Gifford Trustee K. Dun Gifford* /s/ F. Ray Keyser Trustee F. Ray Keyser, Jr.* /s/ David M. Richardson Trustee David M. Richardson* /s/ Richard J. Shima Trustee Richard J. Shima* /s/ Andrew J. Simons Trustee Andrew J. Simons* *By /s/ James M. Wall James M. Wall** Attorney-in-Fact **James M. Wall, by signing his name hereto, does hereby sign this document on behalf of each of the above-named Trustees and officers of the Registrant pursuant to powers of attorney duly executed by such persons and attached hereto as Exhibit 24(b)(17). INDEX TO EXHIBITS Page Number Exhibit in Sequential Number Exhibit Numbering System 1 Amended and Restated Declaration of Trust1 2 By-Laws1 5 (A) Investment Management Agreement1 (B) Investment Advisory Agreement1 6 (A) Principal Underwriting Agreement1 (B) Form of Dealer Agreement2 8 Custodian, Fund Accounting and Recordkeeping Agreement, as amended1 10 Opinion and Consent of Counsel 11 Independent Auditors' Consent1 16 Total Return and Current Yield Schedules1 17 Financial Data Schedules 18 Multiple Class Plan3 19 Powers of Attorney 1Incorporated by reference herein to Post-Effective Amendment No. 50 to Registration Statement No. 2-51914/811-2521. 2Incorporated by reference herein to Post-Effective Amendment No. 43 to Registration Statement No. 2-51914/811-2521. 3Incorporated by reference herein to Post-Effective Amendment No. 49 to Registration Statement No. 2-51914/811-2521. EX-99.10 2 OPINION AND CONSENT OF COUNSEL June 26, 1996 Keystone Liquid Trust 200 Berkeley Street Boston, Massachusetts 02116-5034 Gentlemen: I am Senior Vice President of and General Counsel to Keystone Investment Management Company, investment adviser to Keystone Liquid Trust (the "Fund"). You have asked for my opinion with respect to the proposed issuance of 691,128,844 additional shares of the Fund. To my knowledge, a Prospectus is on file with the Securities and Exchange Commission (the "Commission") as part of Post- Effective Amendment No. 50 to the Fund's Registration Statement, which covers the public offering and sale of the Fund shares currently registered with the Commission. In my opinion, such additional shares, if issued and sold in accordance with the Fund's Declaration of Trust Agreement ("Trust Agreement") and offering Prospectus, will be legally issued, fully paid, and nonassessable by the Fund, entitling the holders thereof to the rights set forth in the Trust Agreement and subject to the limitations set forth therein. My opinion is based upon my examination of the Fund's Trust Agreement and By-Laws; a review of the minutes of the Fund's Board of Trustees authorizing the issuance of such additional shares; and the Fund's Prospectus. In my examination of such documents, I have assumed the genuineness of all signatures and the conformity of copies to originals. I hereby consent to the use of this opinion in connection with Post-Effective Amendment No. 51 to the Fund's Registration Statement, which covers the registration of such additional shares. Sincerely yours, /s/ Rosemary D. Van Antwerp Rosemary D. Van Antwerp Senior Vice President and General Counse EX-27 3 FINANCIAL DATA SCHEDULES
6 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM ACCOUNTING RECORDS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH ACCOUNTING RECORDS. 101 KEYSTONE LIQUID TRUST CLASS A 6-MOS DEC-31-1995 JUL-01-1995 DEC-31-1995 258,775,907 258,789,324 2,251,403 50,106 0 261,090,833 0 0 1,282,106 1,282,106 0 243,307,837 243,307,837 245,308,083 0 0 0 0 0 243,307,837 0 7,076,301 0 (1,204,771) 5,871,530 (704) 14,159 5,884,985 0 (5,884,985) 0 0 383,835,467 (390,567,950) 4,732,237 (2,000,246) 0 0 0 0 (609,150) 0 (1,238,554) 242,946,847 1.00 0.02 0.00 (0.02) 0.00 0.00 1.00 1.02 0 0
EX-27 4 FINANCIAL DATA SCHEDULE
6 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM ACCOUNTING RECORDS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH ACCOUNTING RECORDS. 102 KEYSTONE LIQUID TRUST CLASS B 6-MOS DEC-31-1995 JUL-01-1995 DEC-31-1995 258,775,907 258,789,324 2,251,403 50,106 0 261,090,833 0 0 1,282,106 1,282,106 0 14,001,468 14,001,468 7,281,559 0 0 0 0 0 14,001,468 0 319,603 0 (105,531) 214,072 (36) 1,083 215,119 0 (215,119) 0 0 20,292,817 (13,732,796) 159,888 6,719,909 0 0 0 0 (27,572) 0 (107,328) 11,032,494 1.00 0.02 0.00 (0.02) 0.00 0.00 1.00 1.94 0 0
EX-27 5 FINANCIAL DATA SCHEDULE
6 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM ACCOUNTING RECORDS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH ACCOUNTING RECORDS. 103 KEYSTONE LIQUID TRUST CLASS C 6-MOS DEC-31-1995 JUL-01-1995 DEC-31-1995 258,775,907 258,789,324 2,251,403 50,106 0 261,090,833 0 0 1,282,106 1,282,106 0 2,499,422 2,499,422 4,111,673 0 0 0 0 0 2,499,422 0 89,646 0 (30,260) 59,386 (9) 138 59,515 0 (59,515) 0 0 2,870,028 (4,539,186) 56,907 (1,612,251) 0 0 0 0 (7,710) 0 (30,619) 3,088,872 1.00 0.02 0.00 (0.02) 0.00 0.00 1.00 1.98 0 0
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