As filed with the Securities and Exchange Commission on December 11, 1995
Securities Act Registration Statement No. 33-17224
Investment Company Act Registration No. 811-5336
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]
Pre-Effective Amendment No. [ ]
Post-Effective Amendment No. 12 [X]
and/or
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940 [X]
Amendment No. 13 [X]
(Check appropriate box or boxes)
----------
PRUDENTIAL INSTITUTIONAL LIQUIDITY PORTFOLIO, INC.
(Exact name of registrant as specified in charter)
ONE SEAPORT PLAZA
NEW YORK, NEW YORK 10292
(Address of Principal Executive Offices) (Zip Code)
----------
Registrant's Telephone Number, Including Area Code: (212) 214-1250
S. Jane Rose, Esq.
One Seaport Plaza
New York, New York 10292
(Name and Address of Agent for Service of Process)
Approximate date of proposed public offering:
As soon as practicable after the effective
date of the Registration Statement.
It is proposed that this filing will become effective
(check appropriate box):
[ ] immediately upon filing pursuant to paragraph (b)
[ ] on (date) pursuant to paragraph (b)
[X] 60 days after filing pursuant to paragraph (a)(1)
[ ] on (date) pursuant to paragraph (a)(1)
[ ] 75 days after filing pursuant to paragraph (a)(2)
[ ] on (date) pursuant to paragraph (a)(2) of Rule 485.
If appropriate, check the following box:
[ ] this post-effective amendment designates a new effective date for
a previously filed post-effective amendment.
Pursuant to Rule 24f-2 under the Investment Company Act of 1940, Registrant has
previously registered an indefinite number of shares of Common Stock, par value
$.001 per share. The Registrant filed a notice under such Rule for its fiscal
year ended March 31, 1995 on or before May 31, 1995.
================================================================================
<PAGE>
CROSS REFERENCE SHEET
(as required by Rule 495)
<TABLE>
<CAPTION>
N-1A Item No. Location
- ------------- --------
Part A
<S> <C> <C>
Item 1. Cover Page ........................................................ Cover Page
Item 2. Synopsis .......................................................... Fund Expenses; Fund Highlights
Item 3. Condensed Financial Information ................................... Fund Expenses; Calculation of Yield
Item 4. General Description of Registrant ................................. Cover Page; How the Fund Invests;
General Information
Item 5. Management of the Fund ............................................ How the Fund Is Managed; General
Information
Item 6. Capital Stock and Other Securities ................................ Taxes, Dividends and
Distributions; General Information
Item 7. Purchase of Securities Being Offered .............................. Shareholder Guide; How the Fund Values
Its Shares
Item 8. Redemption or Repurchase .......................................... Shareholder Guide; General Information
Item 9. Pending Legal Proceedings ......................................... Not Applicable
Part B
Item 10. Cover Page ........................................................ Cover Page
Item 11. Table of Contents ................................................. Table of Contents
Item 12. General Information and History ................................... General Information
Item 13. Investment Objectives and Policies ................................ Investment Objective and Policies;
Investment Restrictions
Item 14. Management of the Fund ............................................ Directors and Officers; Manager;
Distributor
Item 15. Control Persons and Principal Holders of Securities ............... Directors and Officers
Item 16. Investment Advisory and Other Services ............................ Manager; Distributor; Custodian, Transfer
and Shareholder Servicing Agent
and Independent Accountants
Item 17. Brokerage Allocation and Other Practices .......................... Portfolio Transactions
Item 18. Capital Stock and Other Securities ................................ Not Applicable
Item 19. Purchase, Redemption and Pricing of Securities Being Offered ...... Net Asset Value; Purchase of Shares
Item 20. Tax Status ........................................................ Taxes
Item 21. Underwriters ...................................................... Distributor
Item 22. Calculation of Performance Data ................................... Calculation of Yield
Item 23. Financial Statements .............................................. Financial Statements
Part C
</TABLE>
Information required to be included in Part C is set forth under the
appropriate Item, so numbered, in Part C to this Post-Effective Amendment to the
Registration Statement.
<PAGE>
The Prospectuses are incorporated herein by reference in their entirety
from Post-Effective Amendment No. 10 and Post-Effective Amendment No. 11 to
Registrant's Registration Statement (File No. 33-17224) filed on August 4, 1995
and October 13, 1995, respectively.
The Statement of Additional Information is incorporated herein by reference
in its entirety from Post-Effective Amendment No. 10 to Registrant's
Registration Statement (File No. 33-17224) filed on August 4, 1995, except that
the following information is added:
MANAGER
Prudential Mutual Fund Management, Inc. (PMF or the Manager), the Manager
of the Fund, is a subsidiary of Prudential Securities Incorporated (PSI) and The
Prudential Insurance Company of America (Prudential). PMF has three wholly-owned
subsidiaries: Prudential Mutual Fund Distributors, Inc., Prudential Mutual Fund
Services, Inc. (PMFS or the Transfer Agent) and Prudential Mutual Fund
Investment Management, Inc. PMFS serves as the transfer agent for the Prudential
Mutual Funds and, in addition, provides customer service, record keeping and
management and administration services to qualified plans. The Prudential
Investment Corporation (PIC) serves as the investment adviser for the Fund. See
"How the Fund is Managed--Manager" in the Prospectuses of the Fund. The unit of
PIC which provides investment advisory services to the Fund is known as
Prudential Mutual Fund Investment Management.
Prudential is one of the largest diversified financial services
institutions in the world and, based on total assets, the largest insurance
company in North America as of December 31, 1994. Its primary business is to
offer a full range of products and services in three areas: insurance,
investments and home ownership for individuals and families; health-care
management and other benefit programs for employees of companies and members of
groups; and asset management for institutional clients and their associates.
Prudential (together with its subsidiaries) employs nearly 100,000 persons
world-wide, and maintains a sales force of approximately 19,000 agents, 3,400
insurance brokers and 6,000 financial advisers. It insures or provides other
financial services to more than 50 million people worldwide--to more than one of
every five people in the United States. Prudential is a major issuer of
annuities, including variable annuities. Prudential seeks to develop innovative
products and services to meet consumer needs in each of its business areas. As
of December 31, 1994, Prudential through its subsidiaries provided automobile
insurance for more than 1.8 million cars and insured more than 1.5 million
homes. For the year ended December 31, 1994, The Prudential Bank, a subsidiary
of Prudential, served 940,000 customers in 50 states providing credit card
services and loans totaling more than $1.2 billion. Assets held by PSI for its
clients totaled approximately $150 billion at December 31, 1994. During 1994,
over 28,000 new customer accounts were opened each month at PSI. The Prudential
Real Estate Affiliates, the fourth largest real estate brokerage network in the
United States, has more than 34,000 brokers and agents and more than 1,100
offices in the United States.
Based on data for the year ended December 31, 1994 for the Prudential
Mutual Funds, on an average day, there are approximately $80 million in common
stock transactions, over $100 million in bond transactions and over $4.1 billion
in money market transactions. In 1994, the Prudential Mutual Funds effected more
than 57,000 trades in money market securities and held on average $21 billion of
money market securities. Based on complex-wide data for the year ended December
31, 1994, on an average day, 7,168 shareholders telephoned PMFS, the Transfer
Agent of the Prudential Mutual Funds, on the Prudential Mutual Funds' toll-free
number. On an annual basis, that represents approximately 1.8 million telephone
calls and approximately 1.1 million fund transactions.
In addition, the Semi-Annual Report of the Institutional Money
Market Series of the Registrant is added thereto.
<PAGE>
PRUDENTIAL INSTITUTIONAL
Portfolio of Investments as of LIQUIDITY PORTFOLIO, INC.
September 30, 1995 (Unaudited) INSTITUTIONAL MONEY MARKET SERIES
- ------------------------------------------------------------
<TABLE>
<CAPTION>
Principal
Amount
(000) Description Value (Note 1)
<C> <S> <C>
- ------------------------------------------------------------
Bank Notes--8.1%
Bank of America NT & SA
$4,000 5.81%, 10/17/95 $ 4,000,016
Bank One Indianapolis, N.A.
1,000 7.18%, 2/5/96 1,001,362
Huntington National Bank
2,000 6.20%, 11/3/95 2,000,149
Mellon Bank, N. A.
2,000 6.20%, 11/1/95 1,999,966
NationsBank of Texas, N.A.
1,000 6.82%, 10/31/95 1,000,124
3,000 7.55%, 1/9/96 3,006,509
2,500 7.30%, 1/26/96 2,503,328
17,000 7.00%, 2/6/96 17,003,199
Northern Trust Co.
8,000 6.60%, 11/17/95 8,003,204
Wachovia Bank of North Carolina
1,000 4.625%, 6/14/96 990,565
------------
41,508,422
- ------------------------------------------------------------
Certificates Of Deposit - Domestic--1.7%
Bank of New York
3,000 6.27%, 10/31/95 3,000,167
Chemical Bank
5,000 6.04%, 11/15/95 5,000,804
National Westminster Bank, Delaware
1,000 5.85%, 12/26/95 1,000,000
------------
9,000,971
- ------------------------------------------------------------
Certificates Of Deposit - Foreign Issuers--16.3%
Abbey National Treasury Services
4,000 5.65%, 12/7/95 3,998,376
5,000 5.73%, 12/8/95 4,998,681
Bank of Montreal
$2,000 5.75%, 10/16/95 $ 1,999,962
Banque Nationale de Paris
1,000 5.78%, 10/24/95 999,964
Caisse Nationale de Credit Agricole
4,000 6.22%, 11/2/95 4,000,065
3,000 5.60%, 11/7/95 2,999,180
Fuji Bank, Ltd.
23,000 6.10%, 10/12/95 23,000,210
National Westminster Bank, PLC
3,000 6.125%, 11/8/95 3,000,701
Rabobank Nederland
4,000 6.66%, 2/27/96 3,996,857
Societe Generale
3,000 5.77%, 10/10/95 2,999,959
8,000 5.80%, 10/10/95 8,000,000
4,000 5.80%, 10/13/95 3,999,970
4,000 5.80%, 11/13/95 3,999,893
1,000 7.60%, 1/11/96 1,002,005
Sumitomo Bank, Ltd.,
7,000 5.89%, 10/4/95 6,999,816
8,000 5.90%, 10/10/95 7,999,531
------------
83,995,170
- ------------------------------------------------------------
Commercial Paper - Domestic--41.5%
American Express Credit Corp.
8,000 5.90%, 10/16/95 7,980,333
7,000 5.67%, 10/17/95 6,982,360
2,650 5.82%, 2/2/96 2,596,876
American General Finance Corp.
5,000 5.70%, 12/18/95 4,938,250
American Home Products Corp.
3,055 5.80%, 10/13/95 3,049,094
- --------------------------------------------------------------------------------
See Notes to Financial Statements. 3
</TABLE>
<PAGE>
PRUDENTIAL INSTITUTIONAL
Portfolio of Investments as of LIQUIDITY PORTFOLIO, INC.
September 30, 1995 (Unaudited) INSTITUTIONAL MONEY MARKET SERIES
- ------------------------------------------------------------
<TABLE>
<CAPTION>
Principal
Amount
(000) Description Value (Note 1)
<C> <S> <C>
- ------------------------------------------------------------
Commercial Paper - Domestic (cont'd.)
Aristar, Inc.
$1,000 5.80%, 11/1/95 $ 995,006
1,000 5.75%, 11/17/95 992,493
1,000 5.76%, 11/17/95 992,480
Associates Corp. of North America
7,000 5.80%, 11/27/95 6,935,717
Bankers Trust New York Corp.
13,774 6.10%, 10/10/95 13,752,995
Barnett Banks, Inc.
9,635 5.80%, 10/6/95 9,627,238
Beneficial Corp.
7,000 5.65%, 12/18/95 6,914,308
Chemical Banking Corp.
3,000 5.75%, 10/26/95 2,988,021
Coca-Cola Enterprises, Inc.
7,075 6.00%, 11/3/95 7,036,088
Engelhard Corp.
2,250 5.74%, 10/20/95 2,243,184
Finova Capital Corp.
1,000 5.82%, 10/4/95 999,515
1,000 5.86%, 10/11/95 998,372
1,000 5.82%, 10/13/95 998,060
13,400 5.82%, 10/23/95 13,352,341
4,000 5.85%, 10/23/95 3,985,700
1,000 5.84%, 10/24/95 996,269
1,000 5.85%, 10/24/95 996,263
Ford Motor Credit Corp.
6,000 5.64%, 12/11/95 5,933,260
8,960 5.65%, 12/12/95 8,858,752
General Electric Capital Corp.
11,590 6.05%, 10/18/95 11,556,888
General Electric Capital Services
2,000 5.72%, 10/26/95 1,992,056
Heinz (H.J.) Co.
2,200 5.75%, 11/17/95 2,183,836
Lehman Brothers Holdings, Inc.
12,645 6.90%, 10/2/95 12,642,576
Merrill Lynch & Co., Inc.
$1,645 5.73%, 11/3/95 $ 1,636,360
Monsanto Co.
2,935 6.00%, 10/30/95 2,920,814
NationsBank Corp.
4,000 5.80%, 10/10/95 3,994,200
Norwest Corp.
5,000 5.75%, 10/25/95 4,980,833
Nynex Corp.
15,000 5.755%, 10/12/95 14,973,623
PHH Corp.
4,373 5.73%, 10/13/95 4,364,648
Preferred Receivables Funding Corp.
2,000 5.72%, 10/12/95 1,996,504
100 5.74%, 10/18/95 99,729
1,775 5.72%, 11/6/95 1,764,847
Smith Barney, Inc.
15,000 5.75%, 10/11/95 14,976,042
Weyerhauser Mortgage Corp.
7,786 6.85%, 10/2/95 7,784,518
Whirlpool Corp.
5,000 5.80%, 10/13/95 4,990,333
Whirlpool Financial Corp.
3,271 5.825%, 11/10/95 3,249,829
Xerox Corp.
2,000 5.65%, 12/12/95 1,977,400
------------
213,228,011
- ------------------------------------------------------------
Commercial Paper - Foreign--7.0%
75 State Street Capital Corp.
12,000 5.80%, 10/10/95 11,982,600
American Honda Finance Corp.
1,000 5.85%, 10/4/95 999,513
BHF Finance, Inc.
10,000 5.66%, 12/11/95 9,888,372
Bridgestone/Firestone, Inc.
1,896 6.25%, 10/12/95 1,892,379
- --------------------------------------------------------------------------------
4 See Notes to Financial Statements.
</TABLE>
<PAGE>
PRUDENTIAL INSTITUTIONAL
Portfolio of Investments as of LIQUIDITY PORTFOLIO, INC.
September 30, 1995 (Unaudited) INSTITUTIONAL MONEY MARKET SERIES
- ------------------------------------------------------------
<TABLE>
<CAPTION>
Principal
Amount
(000) Description Value (Note 1)
<C> <S> <C>
- ------------------------------------------------------------
Commercial Paper - Foreign (cont'd)
Cogentrix of Richmond, Inc.
$3,000 5.75%, 10/25/95 $ 2,988,500
Province of Quebec
3,000 5.73%, 11/17/95 2,977,557
SRD Finance, Inc.
1,000 6.25%, 10/12/95 998,090
Sumitomo Corp. of America
4,300 6.25%, 10/16/95 4,288,802
------------
36,015,813
- ------------------------------------------------------------
Corporate Bonds--1.8%
Associates Corp. of North America
5,000 4.50%, 2/15/96 4,958,549
1,000 8.80%, 3/1/96 1,009,223
Ford Motor Credit Corp.
1,000 8.875%, 3/15/96 1,008,522
1,200 8.875%, 8/1/96 1,228,261
General Electric Company
1,050 7.875%, 5/1/96 1,060,787
------------
9,265,342
- ------------------------------------------------------------
Variable Rate Obligations(b)--17.9%
American Express Centurion Bank
4,000 5.875%, 10/16/95 3,999,698
General Electric Capital Corp.
5,000 5.80469%, 10/23/95 5,000,000
1,000 5.8125%, 11/24/95 1,000,000
General Motors Acceptance Corp.
10,000 6.0375%, 11/21/95 10,001,249
Goldman Sachs Group, L.P.
7,000 6.00%, 11/27/95 7,000,000
18,000 6.1875%, 11/27/95 18,000,000
Lehman Brothers Holdings, Inc.
$12,000 6.1063%, 11/20/95 $ 12,000,000
Merrill Lynch & Co., Inc.
5,000 4.885%, 10/2/95 4,999,997
15,000 5.875%, 10/2/95 14,995,625
Money Market Auto Loan Trust 1990-1
4,900 6.005%, 10/16/95 4,900,000
Morgan Stanley Group, Inc.
3,000 5.953130%, 10/16/95 3,000,000
5,000 6.08637%, 10/18/95 5,000,000
2,000 6.00%, 11/15/95 2,000,000
------------
91,896,569
- ------------------------------------------------------------
U.S. Government Agencies--3.9%
Federal Farm Credit Bank
5,000 5.75%, 8/1/96 4,993,018
Federal National Mortgage
Association
10,000 5.8125%, 9/27/96 10,000,000
5,000 5.8125%, 10/4/96 4,993,750
------------
19,986,768
- ------------------------------------------------------------
Loan Participations--0.4%
Nomura Holding America, Inc.
2,000 6.00%, 10/10/95 2,000,000
- ------------------------------------------------------------
Medium-Term Notes--2.6%
Ford Motor Credit Corp.
3,000 6.125%, 12/1/95 3,000,962
2,000 6.125%, 12/11/95 1,997,736
3,000 5.15%, 3/15/96 2,982,408
- --------------------------------------------------------------------------------
See Notes to Financial Statements. 5
</TABLE>
<PAGE>
PRUDENTIAL INSTITUTIONAL
Portfolio of Investments as of LIQUIDITY PORTFOLIO, INC.
September 30, 1995 (Unaudited) INSTITUTIONAL MONEY MARKET SERIES
- ------------------------------------------------------------
<TABLE>
<CAPTION>
Principal
Amount
(000) Description Value (Note 1)
<C> <S> <C>
------------------------------------------------------------
Medium-Term Obligations (cont'd.)
General Motors Acceptance Corp.
$1,500 8.85%, 2/26/96 $ 1,516,287
3,000 5.30%, 7/12/96 2,979,251
1,000 8.70%, 8/2/96 1,021,310
------------
13,497,954
- ------------------------------------------------------------
Total Investments--101.2%
(amortized cost $520,395,020(a)) 520,395,020
Liabilities in excess of other
assets--(1.2%) (6,196,998)
------------
Net Assets--100% $514,198,022
------------
------------
</TABLE>
- ---------------
(a) The cost of securities for federal income tax purposes is substantially the
same as for financial reporting purposes.
(b) For purposes of amortized cost valuation, the maturity date of variable rate
instruments is considered to be the earliest of the next date on which the
security can be redeemed at par or the next date on which the rate of
interest is adjusted.
The industry classification of portfolio holdings and net liabilities shown as a
percentage of net assets as of September 30, 1995 was as follows:
<TABLE>
<S> <C>
Commercial Banks................................... 35.4%
Securities Brokers & Dealers....................... 18.8
Personal Credit Institutions....................... 12.9
Business Credit (Finance).......................... 11.6
Domestic Bank Holding Companies.................... 6.9
Federal Credit Agencies............................ 3.9
Telephone & Communications......................... 2.9
Asset Backed....................................... 1.7
Paper & Allied Products............................ 1.5
Beverages.......................................... 1.4
Auto Rental & Leasing.............................. 0.8
Commodity Trading.................................. 0.8
Canadian Government................................ 0.6
Pharmaceutical..................................... 0.6
Canned Fruit & Vegetables.......................... 0.4
Petroleum Refining................................. 0.4
Photographic Equipment............................. 0.4
Electrical......................................... 0.2
Liabilities in excess of other assets.............. (1.2)
-----
100.0%
-----
-----
</TABLE>
- --------------------------------------------------------------------------------
6 See Notes to Financial Statements.
<PAGE>
PRUDENTIAL INSTITUTIONAL
Statement of Assets LIQUIDITY PORTFOLIO, INC.
and Liabilities (Unaudited) INSTITUTIONAL MONEY MARKET SERIES
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
ASSETS September 30, 1995
------------------
Investments, at value....................................................................................... $ 520,395,020
Interest receivable......................................................................................... 3,534,850
Other assets................................................................................................ 11,832
--------------
Total assets............................................................................................. 523,941,702
--------------
Liabilities
Payable for investments purchased........................................................................... 7,177,586
Dividends payable........................................................................................... 2,273,335
Accrued expenses and other liabilities...................................................................... 183,289
Management fee payable...................................................................................... 83,222
Distribution fee payable.................................................................................... 26,248
--------------
Total liabilities........................................................................................ 9,743,680
--------------
Net Assets.................................................................................................. $ 514,198,022
--------------
--------------
Net assets were comprised of:
Common stock, at par..................................................................................... $ 514,198
Paid-in capital in excess of par......................................................................... 513,683,824
--------------
Net assets at September 30, 1995............................................................................ $ 514,198,022
--------------
--------------
Net asset value, offering and redemption price per share
($514,198,022 / 514,198,022 shares of $.001 par value common stock issued and outstanding)............... $1.00
--------------
--------------
</TABLE>
- --------------------------------------------------------------------------------
See Notes to Financial Statements. 7
<PAGE>
PRUDENTIAL INSTITUTIONAL
LIQUIDITY PORTFOLIO, INC.
INSTITUTIONAL MONEY MARKET SERIES
Statement of Operations (Unaudited)
- ------------------------------------------------------------
<TABLE>
<CAPTION>
Six Months
Ended
September
30,
Net Investment Income 1995
------------
<S> <C>
Income
Interest and discount earned................ $ 16,136,903
------------
Expenses
Management fee.............................. 523,767
Distribution fee............................ 314,260
Transfer agent's fees and expenses.......... 126,000
Custodian's fees and expenses............... 89,000
Registration fees........................... 20,000
Directors' fees............................. 20,000
Reports to shareholders..................... 17,500
Audit fees.................................. 13,500
Insurance expense........................... 8,000
Legal fees.................................. 7,000
Miscellaneous............................... 4,605
------------
Total expenses........................... 1,143,632
------------
Net investment income.......................... 14,993,271
Realized Gain on Investments
Net realized gain on investment transactions... 35,402
------------
Net Increase in Net Assets
Resulting from Operations...................... $ 15,028,673
------------
------------
</TABLE>
PRUDENTIAL INSTITUTIONAL
LIQUIDITY PORTFOLIO, INC.
INSTITUTIONAL MONEY MARKET SERIES
Statement of Changes in Net Assets (Unaudited)
- ------------------------------------------------------------
<TABLE>
<CAPTION>
<S> <C> <C>
Six Months
Ended Year Ended
Increase (Decrease) September 30, March 31,
in Net Assets 1995 1995
-------------- --------------
<S> <C> <C>
Operations
Net investment income....... $ 14,993,271 $ 18,800,412
Net realized gain on
investment
transactions............. 35,402 16,348
-------------- --------------
Net increase in net assets
resulting from
operations............... 15,028,673 18,816,760
-------------- --------------
Dividends and distributions to
shareholders................ (15,028,673) (18,816,760)
-------------- --------------
Fund share transactions
Net proceeds from shares
subscribed............... 1,213,298,303 1,920,194,727
Net asset value of shares
issued to shareholders in
reinvestment of dividends
and distributions........ 14,613,419 16,326,258
Cost of shares reacquired... (1,189,942,207) (1,845,315,406)
-------------- --------------
Net increase in net assets
from Fund share
transactions............. 37,969,515 91,205,579
-------------- --------------
Total increase................. 37,969,515 91,205,579
Net Assets
Beginning of period............ 476,228,507 385,022,928
-------------- --------------
End of period.................. $ 514,198,022 $ 476,228,507
-------------- --------------
-------------- --------------
</TABLE>
- --------------------------------------------------------------------------------
8 See Notes to Financial Statements.
<PAGE>
PRUDENTIAL INSTITUTIONAL
LIQUIDITY PORTFOLIO, INC.
Notes to Financial Statements (Unaudited) INSTITUTIONAL MONEY MARKET SERIES
- --------------------------------------------------------------------------------
Prudential Institutional Liquidity Portfolio, Inc.--Institutional Money Market
Series (the ``Fund'') is registered under the Investment Company Act of 1940 as
an open-end, diversified management investment company. The investment objective
of the Fund is high current income consistent with the preservation of principal
and liquidity. The Fund invests primarily in money market instruments maturing
in thirteen months or less whose ratings are within the two highest ratings
categories by a nationally recognized statistical rating organization or, if not
rated, are of comparable quality. The ability of the issuers of the securities
held by the Fund to meet its obligations may be affected by economic
developments in a specific industry or region.
- ------------------------------------------------------------
Note 1. Accounting Policies
The following is a summary of significant accounting policies followed by the
Fund in the preparation of its financial statements.
Securities Valuations: Portfolio securities are valued at amortized cost, which
approximates market value. The amortized cost method involves valuing a security
at its cost on the date of purchase and thereafter assuming a constant
amortization to maturity of any discount or premium.
Securities Transactions and Investment Income: Securities transactions are
recorded on the trade date. Realized gains and losses on sales of investments
are calculated on the identified cost basis. Interest income is recorded on the
accrual basis.
Federal Income Taxes: It is the intent of the Fund to continue to meet the
requirements of the Internal Revenue Code applicable to regulated investment
companies and to distribute all of its taxable net income to its shareholders.
Therefore, no federal income tax provision is required.
Dividends and Distributions: The Fund declares all of its net investment income
and net realized short-term capital gains/losses, if any, as dividends daily to
its shareholders of record at the time of such declaration. Net investment
income for dividend purposes includes interest accrued or discount earned less
amortization of premium and the estimated expenses applicable to the dividend
period. The Fund does not expect to realize long-term capital gains or losses.
- ------------------------------------------------------------
Note 2. Agreements
The Fund has a management agreement with Prudential Mutual Fund Management, Inc.
(``PMF''). Pursuant to this agreement, PMF has responsibility for all investment
advisory services and supervises the subadviser's performance of such services.
PMF has entered into a subadvisory agreement with The Prudential Investment
Corporation (``PIC''); PIC furnishes investment advisory services in connection
with the management of the Fund. PMF pays for the cost of the subadviser's
services, the compensation of officers of the Fund, occupancy and certain
clerical and bookkeeping costs of the Fund. The Fund bears all other costs and
expenses.
The management fee paid PMF is computed daily and payable monthly, at an annual
rate of .20 of 1% of the average daily net assets of the Fund.
The Fund has a distribution agreement with Prudential Mutual Fund Distributors,
Inc. (``PMFD''), who acts as the distributor of the Fund's shares. To reimburse
PMFD for its expenses incurred pursuant to a plan of distribution, the Fund pays
PMFD a reimbursement which is accrued daily and payable monthly at an annual
rate of .12 of 1% of the average daily net assets of the Fund. PMFD pays various
broker-dealers or financial institutions, including Prudential Securities
Incorporated (``PSI'') and Pruco Securities Corporation, affiliated
broker-dealers, for account servicing fees and other expenses incurred by such
broker-dealers.
PMFD is a wholly-owned subsidiary of PMF; PSI, PMF and PIC are indirect,
wholly-owned subsidiaries of The Prudential Insurance Company of America.
- ------------------------------------------------------------
Note 3. Other Transactions with Affiliates
Prudential Mutual Fund Services, Inc. (``PMFS''), a wholly-owned subsidiary of
PMF, serves as the Fund's transfer agent. During six months ended September 30,
1995, the Fund incurred fees of $120,000 for the services of PMFS. As of
September 30, 1995, $20,000 of such fees were due to PMFS. Transfer agent fees
and expenses in the Statement of Operations include certain out-of-pocket
expenses paid to non-affiliates.
- --------------------------------------------------------------------------------
9
<PAGE>
PRUDENTIAL INSTITUTIONAL
LIQUIDITY PORTFOLIO, INC.
Financial Highlights (Unaudited INSTITUTIONAL MONEY MARKET SERIES
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Six Months
Ended Year Ended March 31,
September 30, ----------------------------------
PER SHARE OPERATING PERFORMANCE: 1995 1995 1994 1993
------------- -------- -------- --------
<S> <C> <C> <C> <C>
Net asset value, beginning of period............................... $ 1.000 $ 1.000 $ 1.000 $ 1.000
Net investment income and net realized gains....................... .029 .046 .029 .033
Dividends and distributions to shareholders........................ (.029) (.046) (.029) (.033)
------------- -------- -------- --------
Net asset value, end of period..................................... $ 1.000 $ 1.000 $ 1.000 $ 1.000
------------- -------- -------- --------
------------- -------- -------- --------
TOTAL RETURN(a):................................................... 2.91% 4.69% 2.92% 3.40%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000).................................... $ 514,198 $476,229 $385,023 $497,214
Average net assets (000)........................................... $ 522,336 $402,678 $445,867 $543,694
Ratios to average net assets:
Expenses, including distribution fee............................ .44%(b) .46% .48% .44%
Expenses, excluding distribution fee............................ .32%(b) .34% .36% .32%
Net investment income........................................... 5.74%(b) 4.67% 2.87% 3.28%
<CAPTION>
PER SHARE OPERATING PERFORMANCE: 1992 1991
-------- --------
<S> <C> <C>
Net asset value, beginning of period............................... $ 1.000 $ 1.000
Net investment income and net realized gains....................... .054 .076
Dividends and distributions to shareholders........................ (.054) (.076)
-------- --------
Net asset value, end of period..................................... $ 1.000 $ 1.000
-------- --------
-------- --------
TOTAL RETURN(a):................................................... 5.57% 8.00%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000).................................... $443,172 $519,802
Average net assets (000)........................................... $540,380 $479,849
Ratios to average net assets:
Expenses, including distribution fee............................ .42% .46%
Expenses, excluding distribution fee............................ .30% .34%
Net investment income........................................... 5.32% 7.58%
</TABLE>
- ---------------
(a) Total return is calculated assuming a purchase of shares on the first
day and a sale on the last day of each year reported and includes
reinvestment of dividends and distributions. Total returns for periods
of less than a full year are not annualized.
(b) Annualized.
- --------------------------------------------------------------------------------
10 See Notes to Financial Statements.
<PAGE>
PART C
OTHER INFORMATION
Item 24. Financial Statements and Exhibits.
(a) Financial Statements:
(1) Financial statements included in the Prospectuses constituting Part
A of this Registration Statement:
Financial Highlights for Institutional Money Market Series
(2) Financial statements included in the Statement of Additional
Information constituting Part B of this Registration Statement:
Portfolio of Investments at March 31, 1995 for Institutional Money
Market Series
Statement of Assets and Liabilities at March 31, 1995 for
Institutional Money Market Series
Statement of Operations for the Year Ended March 31, 1995 for
Institutional Money Market Series
Statement of Changes in Net Assets for the Years Ended March 31,
1995 and 1994 for Institutional Money Market Series
Notes to Financial Statements for Institutional Money Market Series
Financial Highlights for Institutional Money Market Series
Independent Auditors' Report
Portfolio of Investments at September 30, 1995 for Institutional
Money Market Series
Statement of Assets and Liabilities at September 30, 1995 for
Institutional Money Market Series
Statement of Operations for the Six Months Ended September 30, 1995
for Institutional Money Market Series
Statement of Changes in Net Assets for the Six Months Ended
September 30, 1995 for Institutional Money Market Series
Notes to Financial Statements for Institutional Money Market Series
Financial Highlights for Institutional Money Market Series
(b) Exhibits:
1. (a) Amended Articles of Incorporation of the Registrant,
incorporated by reference to Exhibit No. 1 to Pre-Effective
Amendment No. 1 to the Registration Statement on Form N-1A (File No.
33-17224) filed on November 6, 1987.
(b) Amendment to Articles of Incorporation dated January 16, 1989,
incorporated by reference to Exhibit No. 1(b) to Post-Effective
Amendment No. 2 to the Registration Statement on Form N-1A (File
No. 33-17224) filed on May 30, 1989.
2. (a) Amended By-Laws of the Registrant, incorporated by reference to
Exhibit No. 2 to Post-Effective Amendment No. 1 to the Registration
Statement on Form N-1A (File No. 33-17224) filed on May 20, 1988.
(b) Amendment to By-Laws, incorporated by reference to Exhibit No.
2(b) to Post-Effective Amendment No. 3 to the Registration
Statement on Form N-1A (File No. 33-17224) filed on July 2, 1990.
4. (a) Specimen certificates for shares of common stock, $.001 par
value per share, of the Registrant, incorporated by reference to
Exhibit No. 4 to Pre-Effective Amendment No. 1 to the Registration
Statement on Form N-1A (File No. 33-17224) filed on May 20, 1988.
(b) Instruments defining rights of holders of the securities being
offered, incorporated by reference to Exhibit Nos. 1 and 2 above.
5. (a) Management Agreement between the Registrant and Prudential
Mutual Fund Management, Inc., incorporated by reference to Exhibit
No. 5(a) to Post-Effective Amendment No. 3 to the Registration
Statement on Form N-1A (File No. 33-17224) filed on July 2, 1990.
(b) Subadvisory Agreement between Prudential Mutual Fund Management,
Inc. and The Prudential Investment Corporation, incorporated by
reference to Exhibit No. 5(b) to Post-Effective Amendment No. 3
to the Registration Statement on Form N-1A (File No. 33-17224)
filed on July 2, 1990.
(c) Form of Management and Administrative Services Agreement between
the Fund, on behalf of the Liquid Assets Series, of the Registrant
and Prudential Mutual Fund Management, Inc., incorporated by
reference to Exhibit No. 5(c) to Post-Effective Amendment No. 10 to
the Registration Statement on Form N-1A (File No. 33-17224) filed on
August 4, 1995.
C-1
<PAGE>
6. (a) Distribution Agreement among the Registrant, Prudential-Bache
Securities Inc. and Prudential Mutual Fund Distributors, Inc.,
incorporated by reference to Exhibit No. 6 to Post-Effective
Amendment No. 2 to the Registration Statement on Form N-1A (File No.
33-17224) filed on May 30, 1989.
(b) Amended and Restated Distribution Agreement between the
Registrant and Prudential Mutual Fund Distributors, Inc., as
amended on July 1, 1993, incorporated by reference to Exhibit
6(b) to Post-Effective Amendment No. 8 to the Registration
Statement on Form N-1A (File No. 33-17224) filed via Edgar on
May 27, 1994.
(c) Amended and Restated Distribution Agreement incorporated by
reference to Exhibit 6(c) to Post-Effective Amendment No. 9 to
the Registration Statement on Form N-1A (File No. 33-17224)
filed via Edgar on May 26, 1995.
(d) Form of Distribution Agreement for the Liquid Assets Series,
incorporated by reference to Exhibit No. 6(d) to Post-Effective
Amendment No. 11 to the Registration Statement on Form N-1A (File
` No. 33-17224 filed on October 13, 1995.
8. (a) Custodian Contract between the Registrant and State Street Bank
and Trust Company, incorporated by reference to Exhibit No. 8(a) to
Post-Effective Amendment No. 2 to the Registration Statement on
Form N-1A (File No. 33-17224) filed on May 30, 1989.
(b) Subcustodian Agreement between State Street Bank and Trust
Company and Security Pacific National Bank, incorporated by
reference to Exhibit No. 8(b) to Post-Effective Amendment No. 2
to the Registration Statement on Form N-1A (File No. 33-17224)
filed on May 30, 1989.
(c) Subcustodian Agreement for Repurchase Transactions between State
Street Bank and Trust Company and Security Pacific National
Bank, incorporated by reference to Exhibit No. 8(c) to
Post-Effective Amendment No. 2 to the Registration Statement on
Form N-1A (File No. 33-17224) filed on May 30, 1989.
9. Transfer Agency and Service Agreement between the Registrant and
Prudential Mutual Fund Services, Inc. incorporated by reference to
Exhibit No. 9 to Post-Effective Amendment No. 2 to the Registration
Statement on Form N-1A (File No. 33-17224) filed on May 30, 1989.
10. (a) Opinion of Counsel, incorporated by reference to Exhibit No. 10
to Pre-Effective Amendment No. 1 to the Registration Statement on
Form N-1A (File No. 33-17224) filed on November 6, 1987.
(b) Opinion of Counsel, incorporated by reference to Exhibit No.
10(b) to Post-Effective Amendment No. 8 to the Registration
Statement on Form N-1A (File No. 33-17224) filed via Edgar on
May 27, 1994.
11. Consent of Independent Auditors.*
13. Purchase Agreement, incorporated by reference to Exhibit No. 13 to
Pre-Effective Amendment No. 1 to the Registration Statement on Form
N-1A (File No. 33-17224) filed on May 30, 1989.
15. (a) Plan of Distribution pursuant to Rule 12b-1, incorporated by
reference to Exhibit No. 15 to Post-Effective Amendment No. 2 to the
Registration Statement on Form N-1A (File No. 33-17224) filed
on May 30, 1989.
(b) Distribution and Service Plan between the Registrant and
Prudential Mutual Fund Distributors, Inc., as amended on July 1,
1993, incorporated by reference to Exhibit No. 15(b) to
Post-Effective Amendment No. 8 to the Registration Statement on
Form N-1A (File No. 33-17224) filed via Edgar on May 27, 1994.
17(a). Financial Data Schedule, incorporated by reference to Exhibit No. 27
to Post-Effective Amendment No. 9 to Registration Statement on Form
N-1A (File No. 33-17224) filed via Edgar on May 26, 1995.
17(b). Financial Data Schedule.*
Other Exhibits
Powers of Attorney for:
Eugene C. Dorsey**
Donald D. Lennox**
Stanley F. Shirk**
Robin B. Smith**
- ------------
* Filed herewith.
** Executed copies filed under Other Exhibits to Post-Effective Amendment
No. 2 to the Registration Statement on Form N-1A filed on May 30, 1989
(File No. 33-17224).
C-2
<PAGE>
Item 25. Persons Controlled by or under Common Control with Registrant.
None.
Item 26. Number of Holders of Securities.
As of November 3, 1995 there were 645 record holders of shares of common
stock, $.001 par value per share, of the Institutional Money Market Series, the
other series of the Fund.
Item 27. Indemnification.
As permitted by Sections 17(h) and (i) of the Investment Company Act of
1940 (the 1940 Act) and pursuant to Article VII of the Registrant's By-Laws
(Exhibit 2(a) to the Registration Statement), officers, directors, employees and
agents of the Registrant will not be liable to the Registrant, any stockholder,
officer, director, employee, agent or other person for any action or failure to
act, except for bad faith, willful misfeasance, gross negligence or reckless
disregard of duties, and those individuals may be indemnified against
liabilities in connection with the Registrant, subject to the same
exceptions. Section 2-418 of Maryland General Corporation Law permits
indemnification of directors who acted in good faith and reasonably believed
that the conduct was in the best interests of the Registrant. As permitted by
Section 17(i) of the 1940 Act, pursuant to Section 10 of the Distribution
Agreement (Exhibit 6 to the Registration Statement), the Distributor of the
Registrant may be indemnified against liabilities which it may incur, except
liabilities arising from bad faith, gross negligence, willful misfeasance or
reckless disregard of duties.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (Securities Act) may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
1940 Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in connection with the successful defense of any
action, suit or proceeding) is asserted against the Registrant by such director,
officer or controlling person in connection with the shares being registered,
the Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the 1940 Act and will be governed by the final adjudication of such
issue.
The Registrant has purchased an insurance policy insuring its officers and
directors against liabilities, and certain costs of defending claims against
such officers and directors, to the extent such officers and directors are not
found to have committed conduct constituting willful misfeasance, bad faith,
gross negligence or reckless disregard in the performance of their duties. The
insurance policy also insures the Registrant against the cost of indemnification
payments to officers and directors under certain circumstances.
Section 9 of the Management Agreement (Exhibits 5(a) and 5(c) to the
Registration Statement) and Section 4 of the Subadvisory Agreement (Exhibit 5(b)
to the Registration Statement) limit the liability of Prudential Mutual Fund
Management, Inc. (PMF) and The Prudential Investment Corporation (PIC),
respectively, to liabilities arising from willful misfeasance, bad faith or
gross negligence in the performance of their respective duties or from reckless
disregard by them of their respective obligations and duties under the
agreements.
The Registrant hereby undertakes that it will apply the indemnification
provisions of its By-Laws and the Distribution Agreement in a manner consistent
with Release No. 11330 of the Securities and Exchange Commission under the 1940
Act so long as the interpretation of Sections 17(h) and 17(i) of such Act remain
in effect and are consistently applied.
C-3
<PAGE>
Item 28. Business and Other Connections of Investment Adviser
(a) Prudential Mutual Fund Management, Inc.
See "How the Fund Is Managed--Manager" in the Prospectuses constituting
Part A of this Registration Statement and "Manager" in the Statement of
Additional Information constituting Part B of this Registration Statement.
The business and other connections of the officers of PMF are listed in
Schedules A and D of Form ADV of PMF as currently on file with the Securities
and Exchange Commission, the text of which is hereby incorporated by reference
(File No. 801-31104, filed on March 30, 1995).
The business and other connections of PMF's directors and principal
executive officers are set forth below. Except as otherwise indicated, the
address of each person is One Seaport Plaza, New York, NY 10292.
<TABLE>
<CAPTION>
Name and Address Position with PMF Principal Occupations
- ---------------- ----------------- ---------------------
<S> <C> <C>
Brendan D. Boyle Executive Vice President, Executive Vice President, Director of Marketing
Director of Marketing and and Director, PMF; Senior Vice President,
Director Prudential Securities Incorporated (Prudential
Securities); Chairman and Director of Prudential
Mutual Fund Distributors, Inc. (PMFD)
Stephen P. Fisher Senior Vice President Senior Vice President, PMF; Senior Vice President,
Prudential Securities; Vice President, PMFD
Frank W. Giordano Executive Vice Executive Vice President, General Counsel,
President, General Secretary and Director, PMF and PMFD; Senior Vice President,
Counsel, Secretary and Prudential Securities; Director, Prudential Mutual Fund
Director Services, Inc. (PMFS)
Robert F. Gunia Executive Vice President, Executive Vice President, Chief Financial and
Chief Financial and Administrative Officer, Treasurer and Director, PMF;
Administrative Officer, Senior Vice President, Prudential Securities;
Treasurer and Director Executive Vice President, Chief Financial Officer,
Treasurer, and Director, PMFD; Director, PMFS
Theresa A. Hamacher Director Director, PMF; Vice President, The Prudential Insurance
Company of America (Prudential); Vice President,
Prudential Investment Corporation (PIC)
Timothy J. O'Brien Director President, Chief Executive Officer, Chief Operating
Officer and Director, PMFD; Chief Executive Officer
and Director, PMFS; Director, PMF
Richard A. Redeker President, Chief Executive President, Chief Executive Officer and Director, PMF;
Officer and Director Executive Vice President, Director and Member of
Operating Committee, Prudential Securities;
Director, Prudential Securities Group, Inc.(PSG);
Executive Vice President, PIC; Director, PMFD;
Director, PMFS
</TABLE>
C-4
<PAGE>
<TABLE>
<CAPTION>
Name and Address Position with PMF Principal Occupations
- ---------------- ----------------- ---------------------
<S> <C> <C>
S. Jane Rose Senior Vice President, Senior Vice President, Senior Counsel and Assistant
Senior Counsel and Secretary, PMF; Senior Vice President and Senior
Assistant Secretary Counsel, Prudential Securities
</TABLE>
(b) The Prudential Investment Corporation (PIC).
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 PIC's directors and executive
officers are as set forth below. Except as otherwise indicated, the address of
each person is Prudential Plaza, Newark, NJ 07102.
<TABLE>
<CAPTION>
Name and Address Position with PIC Principal Occupations
- ---------------- ----------------- ---------------------
<S> <C> <C>
William M. Bethke Senior Vice President Senior Vice President, Prudential; Senior Vice
Two Gateway Center President, PIC
Newark, NJ 07102
John D. Brookmeyer, Jr. Senior Vice President Senior Vice President, Prudential; Senior
51 JFK Pkwy. and Director Vice President and Director, PIC
Short Hills, NJ 07078
Barry M. Gillman Director Director, PIC
Theresa A. Hamacher Vice President Vice President, Prudential; Vice President, PIC;
Director, PMF
Harry E. Knapp, Jr. President, Chairman of the President, Chairman of the Board, Chief Executive Officer
Board, Chief Executive Officer and Director, PIC; Vice President, Prudential
and Director
William P. Link Senior Vice President Executive Vice President, Prudential;
Four Gateway Center Senior Vice President, PIC
Newark, NJ 07102
Richard A. Redeker Executive Vice President President, Chief Executive Officer and Director, PMF;
One Seaport Plaza Executive Vice President, Director and Member of
New York, New York 10292 Operating Committee, Prudential Securities; Director,
PSG; Executive Vice President, PIC; Director, PMFD;
Director, PMFS
Eric A. Simonsen Vice President and Director Vice President and Director, PIC; Executive Vice President,
Claude J. Zinngrabe, Jr. Executive Vice President Vice President, Prudential; Executive Vice
President, PIC
</TABLE>
C-5
<PAGE>
Item 29. Principal Underwriters.
(a) Prudential Securities Incorporated
Prudential Securities is distributor for Prudential Government Securities
Trust (Short-Intermediate Term Series), Prudential Jennison Fund and The Target
Portfolio Trust and for Class B and Class C shares of The BlackRock Government
Income Trust, Global Utility Fund, Inc., Nicholas-Applegate Fund, Inc.
(Nicholas-Applegate Growth Equity Fund), Prudential Allocation Fund, Prudential
California Municipal fund (California Series and California Income Series),
Prudential Diversified Bond Fund, Inc., Prudential Equity Fund, Inc., Prudential
Equity Income Fund, Prudential Europe Growth Fund, Inc., Prudential Global Fund,
Inc., Prudential Global Genesis Fund, Inc., Prudential Global Limited Maturity
Fund, Inc., Prudential Global Natural Resources Fund, Inc., Prudential
Government Income Fund, Inc., Prudential Growth Opportunity Fund, Inc.,
Prudential High Yield Fund, Inc., Prudential Intermediate Global Income Fund,
Inc., Prudential Mortgage Income Fund, Inc., Prudential Multi-Sector Fund, Inc.,
Prudential Municipal Bond Fund, Prudential Municipal Series Fund (except
Connecticut Money Market Series, Massachusetts Money Market Series, New York
Money Market Series and New Jersey Money Market Series), Prudential National
Municipals Fund, Inc., Prudential Pacific Growth Fund, Inc., Prudential
Structured Maturity Fund, Inc., Prudential U.S. Government Fund and Prudential
Utility Fund, Inc. Prudential Securities is also a depositor for the following
unit investment trusts:
Corporate Investment Trust Fund
Prudential Equity Trust Shares
National Equity Trust
Prudential Unit Trusts
Government Securities Equity Trust
National Municipal Trust
(b) Information concerning the officers and directors of Prudential Securities
Incorporated is set forth below.
<TABLE>
<CAPTION>
Positions and Positions and
Offices with Offices with
Name(1) Underwriter Registrant
- ------- ------------- -------------
<S> <C> <C>
Robert Golden .......................... Executive Vice President and Director None
One New York Plaza
New York, NY
Alan D. Hogan .......................... Executive Vice Prsident, Chief None
Administrative Officer and Director
George A. Murray ....................... Executive Vice President and Director None
Leland B. Paton ........................ Executive Vice President and Director None
One New York Plaza
New York, NY
Vincent T. Pica II ..................... Executive Vice President and Director None
One New York Plaza
New York, NY
Richard A. Redeker ..................... Executive Vice President and Director President and
Director
Martin Pfinsgraff ..................... Executive Vice President, Chief Financial None
Officer and Director
Hardwick Simmons ....................... Chief Executive Officer, President and None
Director
Lee B. Spencer, Jr. .................... Executive Vice President, Secretary, None
General Counsel and Director
</TABLE>
- ------------
(1) The address of each person named is One Seaport Plaza, New York, NY 10292
unless otherwise indicated.
(c) Registrant has no principal underwriter who is not an affiliated person
of the Registrant.
C-6
<PAGE>
Item 30. Location of Accounts and Records
All accounts, books and other documents required to be maintained by
Section 31(a) of the 1940 Act and the Rules thereunder are maintained at the
offices of State Street Bank and Trust Company, 1776 Heritage Drive, North
Quincy, Massachusetts 02171, The Prudential Investment Corporation, Prudential
Plaza, 745 Broad Street, Newark, New Jersey 07102, the Registrant, One Seaport
Plaza, New York, New York 10292, and Prudential Mutual Fund Services, Inc.,
Raritan Plaza One, Edison, New Jersey 08837. Documents required by Rules
31a-1(b)(5), (6), (7), (9), (10) and (11) and 31a-1(f) will be kept at Two
Gateway Center, documents required by Rules 31a-1(b)(4) and (11) and 31a-1(d) at
One Seaport Plaza and the remaining accounts, books and other documents required
by such other pertinent provisions of Section 31(a) and the Rules promulgated
thereunder will be kept by State Street Bank and Trust Company and Prudential
Mutual Fund Services, Inc.
Item 31. Management Services
Other than as set forth under the captions "How the Fund is
Managed--Manager" and "How the Fund is Managed--Distributor" in the Prospectuses
and the captions "Manager" and "Distributor" in the Statement of Additional
Information, constituting Parts A and B, respectively, of this Registration
Statement, Registrant is not a party to any management-related service contract.
Item 32. Undertakings
The Registrant hereby undertakes to file a post-effective amendment, using
financial statements which need not be certified, within four to six months from
the effective date of this Registration Statement.
The Registrant hereby undertakes to furnish each person to whom a
Prospectus is delivered with a copy of the 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 11th day of December, 1995.
PRUDENTIAL INSTITUTIONAL LIQUIDITY
PORTFOLIO, INC.
/s/ Richard A. Redeker
----------------------------------
Richard A. Redeker, President
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment to the Registration Statement has been signed below by
the following persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ Eugene S. Stark Treasurer and Principal Financial December 11, 1995
- ------------------------------- and Accounting Officer
Eugene S. Stark
/s/ Eugene C. Dorsey Director December 11, 1995
- --------------------------------
Eugene C. Dorsey
/s/ Donald D. Lennox Director December 11, 1995
- --------------------------------
Donald D. Lennox
/s/ Richard A. Redeker Director and President December 11, 1995
- --------------------------------
Richard A. Redeker
/s/ Stanley E. Shirk Director December 11, 1995
- --------------------------------
Stanley E. Shirk
/s/ Robin B. Smith Director December 11, 1995
- --------------------------------
Robin B. Smith
</TABLE>
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
1. (a) Amended Articles of Incorporation of the Registrant. Incorporated by
reference to Exhibit No. 1 to Pre-Effective Amendment No. 1 to the
Registration Statement on Form N-1A (File No. 33-17224) filed on November 6,
1987.
(b) Amendment to Articles of Incorporation dated January 16, 1989.
Incorporated by reference to Exhibit No. 1(b) to Post-Effective Amendment
No. 2 to the Registration Statement on Form N-1A (File No. 33-17224) filed
on May 30, 1989.
2. (a) Amended By-Laws of the Registrant. Incorporated by reference to Exhibit
No. 2 to Post-Effective Amendment No. 1 to the Registration Statement on
Form N-1A (File No. 33-17224) filed on May 20, 1988.
(b) Amendment to By-Laws. Incorporated by reference to Exhibit No. 2(b) to
Post-Effective Amendment No. 3 to the Registration Statement on Form N-1A
(File No. 33-17224) filed on July 2, 1990.
4. (a) Specimen certificates for shares of common stock, $.001 par value per
share, of the Registrant. Incorporated by reference to Exhibit No. 4 to
Pre-Effective Amendment No. 1 to the Registration Statement on Form N-1A
(File No. 33-17224) filed on May 20, 1988.
(b) Instruments defining rights of holders of securities being offered,
incorporated by reference to Exhibit Nos. 1 and 2 above.
5. (a) Management Agreement between the Registrant and Prudential Mutual Fund
Management, Inc. Incorporated by reference to Exhibit No. 5(a) to
Post-Effective Amendment No. 3 to the Registration Statement on Form N-1A
(File No. 33-17224) filed on July 2, 1990.
(b) Subadvisory Agreement between Prudential Mutual Fund Management, Inc.
and The Prudential Investment Corporation. Incorporated by reference to
Exhibit No. 5(b) to Post-Effective Amendment No. 3 to the Registration
Statement on Form N-1A (File No. 33-17224) filed on July 2, 1990.
(c) Form of Management Agreement between the Fund, on behalf of Liquid
Assets Series, of the Registrant and Prudential Mutual Fund Management, Inc.
incorporated by reference to Exhibit No. 5(c) to Post-Effective Amendment
No. 10 to the Registration Statement on form N-1A (File No. 33-17224) filed
on August 4, 1995.
6. (a) Distribution Agreement among the Registrant, Prudential-Bache Securities
Inc. and Prudential Mutual Fund Distributors, Inc. Incorporated by reference
to Exhibit No. 6 to Post-Effective Amendment No. 2 to the Registration
Statement on Form N-1A (File No. 33-17224) filed on May 30, 1989.
(b) Amended and Restated Distribution Agreement between the Registrant and
Prudential Mutual Fund Distributors, Inc., as amended on July 1, 1993,
incorporated by reference to Exhibit 6(b) to Post-Effective Amendment
No. 8 to the Registration Statement on Form N-1A (File No. 33-17224)
filed via Edgar on May 27, 1994.
(c) Amended and Restated Distribution Agreement incorporated by reference to
Exhibit 6(c) to Post-Effective Amendment No. 9 to the Registration
Statement on Form N-1A (File No. 33-17224) filed via Edgar on May 26, 1995.
(d) Form of Distribution Agreement for the Liquid Assets Series,
incorporated by reference to Exhibit No. 6(d) to Post-Effective Amendment
No. 11 to the Registration Statement on Form N-1A (File No. 33-17224) filed
on October 13, 1995.
8. (a) Custodian Contract between the Registrant and State Street Bank and
Trust Company. Incorporated by reference to Exhibit No. 8(a) to
Post-Effective Amendment No. 2 to the Registration Statement on Form N-1A
(File No. 33-17224) filed on May 30, 1989.
(b) Subcustodian Agreement between State Street Bank and Trust Company and
Security Pacific National Bank. Incorporated by reference to Exhibit No.
8(b) to Post-Effective Amendment No. 2 to the Registration Statement on
Form N-1A (File No. 33-17224) filed on May 30, 1989.
(c) Subcustodian Agreement for Repurchase Transactions between State Street
Bank and Trust Company and Security Pacific National Bank. Incorporated by
reference to Exhibit No. 8(c) to Post-Effective Amendment No. 2 to the
Registration Statement on Form N-1A (File No. 33-17224) filed on May 30,
1989.
9. Transfer Agency and Service Agreement between the Registrant and Prudential
Mutual Fund Services, Inc. Incorporated by reference to Exhibit No. 9 to
Post-Effective Amendment No. 2 to the Registration Statement on Form N-1A
(File No. 33-17224) filed on May 30, 1989.
10. (a) Opinion of Counsel. Incorporated by reference to Exhibit No. 10 to
Pre-Effective Amendment No. 1 to the Registration Statement on Form N-1A
(File No. 33-17224) filed on November 6, 1987.
(b) Opinion of Counsel. Incorporated by reference to Exhibit No. 10(b) to
Post-Effective No. 8 to the Registration Statement on Form N-1A (File
No. 33-17224) filed via Edgar on May 27, 1994.
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
11. Consent of Independent Auditors.*
13. Purchase Agreement. Incorporated by reference to Exhibit No. 13 to
Pre-Effective Amendment No. 1 to the Registration Statement on Form N-1A
(File No. 33-17224) filed on May 30, 1989.
15. (a) Plan of Distribution pursuant to Rule 12b-1. Incorporated by reference
to Exhibit No. 15 to Post-Effective Amendment No. 2 to the Registration
Statement on Form N-1A (File No. 33-17224) filed on May 30, 1989.
(b) Distribution and Service Plan between the Registrant and Prudential
Mutual Fund Services, Inc., as amended on July 1, 1993, incorporated by
reference to Exhibit No. 15(b) to Post Effective Amendment No. 8 to the
Registration Statement on Form N-1A (File No. 33-17224) filed via Edgar
on May 27, 1994.
17. (a) Financial Data Schedule, incorporated by reference to Exhibit No. 27 to
Post-Effective Amendment No. 9 to Registration Statement on Form N-1A (File
No. 33-17224) filed via Edgar on May 26, 1995.
17. (b) Financial Data Schedule.*
Other Exhibits
Powers of Attorney for:
Eugene C. Dorsey**
Donald D. Lennox**
Stanley F. Shirk**
Robin B. Smith**
-----------
*Filed herewith.
**Executed copies filed under Other Exhibits to Post-Effective Amendment
No. 2 to the Registration Statement on Form N-1A filed on May 30, 1989
(File No. 33-17224).
CONSENT OF INDEPENDENT AUDITORS
We consent to the use in Post-Effective Amendment No. 12 to Registration
Statement No. 33-17224 of Prudential Institutional Liquidity Portfolio, Inc. of
our report dated May 11, 1995, appearing in the Statement of Additional
Information, which is incorporated by reference in such Registration Statement,
and to the reference to us under the heading "Custodian, Transfer and Dividend
Disbursing Agent and Independent Accountants" in the Statement of Additional
Information.
DELOITTE & TOUCHE LLP
Deloitte & Touche LLP
New York, New York
December 8, 1995
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<ARTICLE> 6
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<NAME> PRUDENTIAL INSTITUTIONAL LIQUIDITY PORTFOLIO FUND
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<NAME> PRUDENTIAL INSTITUTIONAL LIQUIDITY PORT. (MM SERIES)
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