As filed with the Securities and Exchange Commission on November 1, 1996
Securities Act Registration Statement No. 33-17224
Investment Company Act Registration No. 811-5336
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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 [X]
PRE-EFFECTIVE AMENDMENT NO. [ ]
POST-EFFECTIVE AMENDMENT NO. 18 [X]
AND/OR
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940 [X]
AMENDMENT NO. 19 [X]
(Check appropriate box or boxes)
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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)
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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, 1996 on or about May 24, 1996.
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<PAGE>
<TABLE>
CROSS REFERENCE SHEET
(AS REQUIRED BY RULE 495)
<CAPTION>
N-1A ITEM NO. LOCATION
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<S> <C>
PART A
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
</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 of the Liquid Assets Series of Prudential Institutional
Liquidity Portfolio, Inc. is incorporated by reference in its entirety from
Post-Effective Amendment No. 16 to the Registration Statement on Form N-1A of
Prudential Institutional Liquidity Portfolio, Inc. (File No. 33-17224) filed on
May 30, 1996.
The Prospectus of the Institutional Money Market Series of Prudential
Institutional Liquidity Portfolio, Inc. dated May 30, 1996, and the Statement of
Additional Information of Prudential Institutional Liquidity Portfolio, Inc.
dated May 30, 1996 are incorporated by reference in their entirety from
Post-Effective Amendment No. 15 to the Registration Statement on Form N-1A of
Prudential Institutional Liquidity Portfolio, Inc. (File No. 33-17224) filed on
May 28, 1996.
This Registration Statement is not intended to amend the Prospectus dated
May 30, 1996 of the Institutional Money Market Series of Prudential
Institutional Liquidity Portfolio, Inc., nor the Statement of Additional
Information dated May 30, 1996 of Prudential Institutional Liquidity Portfolio,
Inc. (except to the extent restated), each of which shall remain in full force
and effect.
<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, 1996 for Institutional
Money Market Series
Statement of Assets and Liabilities at March 31, 1996 for
Institutional Money Market Series
Statement of Operations for the Year Ended March 31, 1996
for Institutional Money Market Series
Statement of Changes in Net Assets for the Years Ended March
31, 1996 and 1995 for Institutional Money Market Series
Notes to Financial Statements for Institutional Money Market
Series
Financial Highlights for Institutional Money Market Series
Independent Auditors' Report
(B) EXHIBITS:
1. (a) Articles of Restatement, incorporated by reference to Exhibit No.
1(a) to Post-Effective Amendment No. 15 to the Registration Statement
on Form N-1A (File No. 33-17224) filed via EDGAR on May 28, 1996.
(b) Articles Supplementary, incorporated by reference to Exhibit No.
1(b) to Post-Effective Amendment No. 15 to the Registration Statement
on Form N-1A (File No. 33-17224) filed via EDGAR on May 28, 1996.
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, and Prudential Mutual
Fund Management, Inc., incorporated by reference to Exhibit No. 5(c)
to Post-Effective Amendment No. 10 to the Registation Statement on
Form N-1A (File No. 33-17224) filed via EDGAR on August 4, 1995.
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<PAGE>
6. (a) Amended and Restated Distribution Agreement, incorporated by
reference to Exhibit No. 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.
(b) 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 via EDGAR on October 13, 1995.
(c) Amendment to Distribution Agreement, incorporated by reference to
Exhibit No. 6(c) to Post-Effective Amendment No. 15 to the
Registration Statement on Form N-1A (File No. 33-17224) filed via
EDGAR on May 28, 1996.
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.
(c) Opinion of Counsel, incorporated by reference to Exhibit No. 10(c)
to Post-Effective Amendment No. 15 to the Registration Statement on
Form N-1A (File No. 33-17224) filed via EDGAR on May 28, 1996.
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 November 6, 1987.
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. Financial Data Schedule, filed as Exhibit No. 27 to Post-Effective
Amendment No. 15 to the Registration Statement on Form N-1A (File No.
33-17224) filed via EDGAR on May 28, 1996.
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<PAGE>
OTHER EXHIBITS
Powers of Attorney for:
Eugene C. Dorsey**
Donald D. Lennox**
Stanley F. Shirk**
Robin B. Smith**
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* 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).
ITEM 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT.
None.
ITEM 26. NUMBER OF HOLDERS OF SECURITIES.
As of October 4,1996 there were 497 record holders of shares of common
stock, $.001 par value per share, of the Institutional Money Market 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
Agreements (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 Agreements (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
C-3
<PAGE>
Management LLC (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 Agreements 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 LLC.
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).
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 Gateway Center Three, Newark, NJ 07102-4077.
NAME AND ADDRESS POSITION WITH PMF PRINCIPAL OCCUPATIONS
- ---------------- ----------------- ---------------------
Brian Storms President and Chief President and Chief Executive
Executive Officer Officer, PMF
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>
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NAME AND ADDRESS POSITION WITH PIC PRINCIPAL OCCUPATIONS
- ---------------- ----------------- ---------------------
<S> <C> <C>
E. Michael Caulfield Chairman of the Board, Chief Executive Officer, Prudential Investments
President and Chief of The Prudential Insurance Company of America
Executive Officer and (Prudential); Chairman of the Board, President, Chief
Director Executive Officer and Director, PIC
Jonathan M. Greene Senior Vice President and President--Investment Management, Prudential
Director Investments of Prudential; Senior Vice President and
Director, PIC
John R. Strangfeld, Jr. Vice President and Director President, Private Asset Management Group, Prudential;
Vice President and Director, PIC
</TABLE>
C-4
<PAGE>
ITEM 29. PRINCIPAL UNDERWRITERS.
(a) Prudential Securities Incorporated
Prudential Securities is distributor for The BlackRock Government Income
Trust, Command Money Fund, Command Government Fund, Command Tax-Free Fund, The
Global Government Plus Fund, Inc., The Global Total Return Fund, Inc., Global
Utility Fund, Inc., Nicholas-Applegate Fund, Inc. (Nicholas-Applegate Growth
Equity Fund), Prudential Allocation Fund, Prudential California Municipal Fund,
Prudential Distressed Securities Fund, Inc., Prudential Diversified Bond Fund,
Inc., Prudential Dryden Fund, 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 Government Income Fund, Inc., Prudential Government Securities
Trust, Prudential High Yield Fund, Inc., Prudential Institutional Liquidity
Portfolio, Inc., Prudential Intermediate Global Income Fund, Inc., Prudential
Jennison Series Fund, Inc., Prudential MoneyMart Assets, Inc., Prudential
Mortgage Income Fund, Inc., Prudential Multi-Sector Fund, Inc., Prudential
Municipal Bond Fund, Prudential Municipal Series Fund, Prudential National
Municipals Fund, Inc., Prudential Natural Resources Fund, Inc., Prudential
Pacific Growth Fund, Inc., Prudential Small Companies Fund, Inc., Prudential
Special Money Market Fund, Inc., Prudential Structured Maturity Fund, Inc.,
Prudential Tax-Free Money Fund, Inc., Prudential Utility Fund, Inc. and The
Target Portfolio Trust. 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.
POSITIONS AND POSITIONS AND
OFFICES WITH OFFICES WITH
NAME(1) UNDERWRITER REGISTRANT
- ------- ----------- ----------
Robert Golden ........ Executive Vice President and Director None
One New York Plaza
New York, NY 10292
Alan D. Hogan ........ Executive Vice President, 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 10292
Martin Pfinsgraff .... Executive Vice President, Chief Financial None
Officer and Director
Vincent T. Pica II ... Executive Vice President and Director None
One New York Plaza
New York, NY 10292
C-5
<PAGE>
POSITIONS AND POSITIONS AND
OFFICES WITH OFFICES WITH
NAME(1) UNDERWRITER REGISTRANT
- ------- ----------- ----------
Hardwick Simmons ..... Chief Executive Officer, President and None
Director
Lee B. Spencer, Jr. .. Executive Vice President, Secretary, None
General Counsel and Director
- ----------
(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.
ITEM 30. LOCATION OF ACCOUNTS AND RECORDS
All accounts, books and other documents required to be maintained by
Section 31(a) of the 1940 Act and the Rules thereunder are maintained at the
offices of State Street Bank and Trust Company, One Heritage Drive, North
Quincy, Massachusetts 02171, The Prudential Investment Corporation, Prudential
Plaza, 745 Broad Street, Newark, New Jersey 07102, the Registrant, Gateway
Center Three, Newark, NJ 07102-4077, 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 Gateway
Center Two, documents required by Rules 31a-1(b)(4) and (11) and 31a-1(d) at
Gateway Center Three 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 the Post-Effective Amendment to the Registration Statement
relating to the Liquid Assets Series.
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<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 October, 1996.
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.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ EUGENE S. STARK Treasurer and Principal October 29, 1996
- -------------------------- Financial and Accounting
Eugene S. Stark Officer
/s/ EUGENE C. DORSEY Director October 29, 1996
- --------------------------
Eugene C. Dorsey
/s/ DONALD D. LENNOX Director October 29, 1996
- --------------------------
Donald D. Lennox
/s/ RICHARD A. REDEKER Director and President October 29, 1996
- --------------------------
Richard A. Redeker
/s/ STANLEY E. SHIRK Director October 29, 1996
- --------------------------
Stanley E. Shirk
/s/ ROBIN B. SMITH Director October 29, 1996
- --------------------------
Robin B. Smith
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
- ----------- -----------
1. (a) Articles of Restatement, incorporated by reference to Exhibit No.
1(a) to Post-Effective Amendment No. 15 to the Registration Statement
on Form N-1A (File No. 33-17224) filed via EDGAR on May 28, 1996.
(b) Articles Supplementary, incorporated by reference to Exhibit No.
1(b) to Post-Effective Amendment No. 15 to the Registration Statement
on Form N-1A (File No. 33-17224) filed via EDGAR on May 28, 1996.
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 and Administrative Services Agreement between
the Fund, on behalf of Liquid Assets Series, and Prudential Mutual
Fund Management, Inc. Incorporated by reference to Exhibit No. 5(c) to
Post-Effective Amendment No. 10 to the Registation Statement on Form
N-1A (File No. 33-17224) filed via EDGAR on August 4, 1995.
6. (a) Amended and Restated Distribution Agreement, incorporated by
reference to Exhibit No. 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.
(b) 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 via EDGAR on October 13, 1995.
(c) Amendment to Distribution Agreement, incorporated by reference to
Exhibit No. 6(c) to Post-Effective Amendment No. 15 to the
Registration Statement on Form N-1A (File No. 33-17224) filed via
EDGAR on May 28, 1996.
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.
(c) Opinion of Counsel, incorporated by reference to Exhibit No. 10(c)
to Post-Effective Amendment No. 15 to the Registration Statement on
Form N-1A (File No. 33-17224) filed via EDGAR on May 28, 1996.
<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 November 6, 1987.
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. Financial Data Schedule, filed as Exhibit No. 27 to Post-Effective
Amendment No. 15 to the Registration Statement on Form N-1A (File
No. 33-17224) filed via EDGAR on May 28, 1996.
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. 18 to Registration
Statement No. 33-17224 of Prudential Institutional Liquidity Portfolio, Inc. of
our report dated May 9, 1996, appearing in the Statement of Additional
Information, which is incorporated by reference in such Registration Statement,
and to the references to us under the headings "Financial Highlights" in the
Prospectus of Institutional Money Market Series, which is incorporated by
reference in such Registration Statement, and "Custodian, Transfer and
Shareholder Servicing Agent and Independent Accountants" in the Statement of
Additional Information.
Deloitte & Touche LLP
New York, New York
October 31, 1996
