May 23, 1996
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549
Re: Rule 24f-2 Notice for Prudential Institutional Liquidity Portfolio,
Inc. (File No. 811-5336)
On behalf of Prudential Institutional Liquidity Portfolio, Inc., enclosed
for filing under the Investment Company Act of 1940 are:
(1) One copy of the Rule 24f-2 Notice; and
(2) Opinion of counsel to the Fund.
These documents have also been filed using the EDGAR system. Please
acknowledge receipt of this filing by stamping a copy
of this letter and returning it in the enclosed self-addressed postage paid
envelope.
Very truly yours,
/s/ Marguerite E. H. Morrison Marguerite E.H.
Morrison Assistant Secretary
MM/ln
Enclosures
U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold Pursuant to Rule 24f-2
Read instructions at end of Form before preparing Form. Please print or type.
1. Name and address of issuer: Prudential Institutional
Liquidity Portfolio, Inc., One Seaport Plaza, New York, New York 10292.
2. Name of each series or class of funds for which this
notice is filed: Institutional Money Market Series.
3. Investment Company Act File Number: 811-5336.
Securities Act File Number: 33-17224.
4. Last day of fiscal year for which this notice is filed:
March 31, 1996.
5. Check box if this notice is being filed more than 180
days after the close of the issuer's fiscal year for
purposes of reporting securities sold after the close of the fiscal year but
before termination of the issuer's 24f-2 declaration:
[ ]
6. Date of termination of issuer's declaration under rule
24f-2(a)(1), if applicable (see instruction A.6):
7. Number and amount of securities of the same class or
series which had been registered under the Securities Act of 1933 other
than pursuant to rule 24f-2 in a prior fiscal year, but which remained
unsold at the beginning of the fiscal year: None/$0
8. Number and amount of securities registered during the
fiscal year other than pursuant to rule 24f-2: None/$0
9. Number and aggregate sale price of securities sold during
the fiscal year:
10. Number and aggregate sale price of securities sold during
the fiscal year in reliance upon registration pursuant to rule 24f-2:
2,502,344,256/$2,502,344,256
11. Number and aggregate sale price of securities issued
during the fiscal year in connection with dividend reinvestment plans,
if applicable
(see instruction B.7):28,006,679/$28,006,679
12. Calculation of registration fee:
(i) Aggregate sale price of securities
sold during the fiscal year in
reliance on rule 24f-2 (from item 10): $2,502,344,256 (ii)
Aggregate price of shares issued in
connection with dividend reinvestment
plans (from item 11, if applicable): +$28,006,679 (iii)
Aggregate price of shares redeemed or
repurchased during the fiscal year
(if applicable): -$2,565,737,717
(iv) Aggregate price of shares redeemed or
repurchased and previously applied as a reduction to filing fees
pursuant to rule 24e-2
(if applicable): + 0
(v) Net aggregate price of securities
sold and issued during the fiscal
year in reliance of rule 24f-2 [line (i), plus line (ii), less
line (iii), plus line (iv)]
(if applicable): $(35,386,782)
(vi) Multiplier prescribed by section
6(b) of the Securities Act of 1933
or other applicable law or regulation
(see instruction C.6): x 1/2900
(vii) Fee due [line (i) or line (v)
multiplied by line (vi)]: $0
Instructions: Issuers should complete lines (ii), (iii), (iv) and (v) only if
the form is being filed within 60 days after the close of the
issuer's fiscal year. See Instruction C.3.
13. Check box if fees are being remitted to the Commission's
lockbox depository as described in section 3a of the Commission's
Rules of Informal and Other Procedures (17 CFR 202.3a).
[ ]
Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository: Not applicable
SIGNATURES
This report has been signed below by the following persons on behalf of the
issuer and in the capacities and on the dates indicated.
/s/ S. Jane Rose By (S. Jane
Rose, Secretary)
Date May 23, 1996
GARDNER, CARTON & DOUGLAS Suite 3400 - Quaker Tower
321 North Clark Street
Chicago, Illinois 60610-4795 (312) 644-3000
Telecopier: (312) 644-3381
May 23, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Re: Prudential Institutional Liquidity Portfolio, Inc.
Rule 24f-2 Notice to Form N-1A
Registration Statement - File No. 33-17224
Ladies and Gentlemen:
As counsel for Prudential Institutional Liquidity Portfolio, Inc., a
Maryland corporation (the "Fund"), we have examined the proceedings taken and
being taken with respect to the Notice filed by the Fund pursuant to Rule 24f-2
under the Investment Company Act of 1940 (the "Act"), making definite in number
the shares registered pursuant to that Rule for the fiscal year ended March
31, 1996.
We have examined all instruments, documents and records which, in our opinion,
were necessary of examination for the purpose of rendering this opinion. Based
upon such examination, we are of the opinion that the 2,502,344,256 shares of
common stock, $.001 par value per share, which were registered in indefinite
number and sold in reliance on Rule 24f-2 under the Act were, when issued by
the Fund, validly authorized and issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion pursuant to Rule 24f-2
with the Notice filed herewith.
Very truly yours,
/s/ Gardner, Carton & Douglas
PHD/KJF/cav
