June 22, 1994
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, NW.
Washington. DC 20549
Attention: 1933 Act Filings
RE: Rule 24f-2 Notice for Liquid Institutional Reserves
Registration Statement #33-39029, Filing Fee A/C #0000872475
Gentlemen:
The registration statement of Liquid Institutional Reserves,
consisting of the Money Market Fund, the Government Securities Fund, and
the Treasury Securities Fund was declared effective by the Securities and
Exchange Commission on May 23, 1991. The registration statement represented
the Trust's elections to register an indefinite number of shares, and this
notice, filed pursuant to Rule 24f-2.
Please review the information contained in the attached document.
As indicated in line 6 (d) the filing fee is $0 for the fiscal year
ended April 30, 1995.
Please acknowledge the receipt of this letter and its enclosures by
stamping and returning to us the enclosed postal card.
Sincerely,
/s/ Ann Moran
----------------------
Ann Moran
Assistant Treasurer
<PAGE>
Rule 24f-2 Notice For
LIQUID INSTITUTIONAL RESERVES
(1933 Act File No.33-39029)
1. The fiscal year for which the notice is filed:
May 1, 1994 to April 30, 1995
2. The number or amount of securities of the same class or
series, if any, which had been registered under the
Securities Act of 1933 other than pursuant to this section
but which remained unsold at the beginning of such fiscal
year:
None
3. The number or amount of securities, if any, registered
during such fiscal year other than pursuant to this section:
None
4. The number or amount of securities sold during such fiscal
year:
$4,411,459,394 representing 4,411,459,394 shares of
beneficial interest ($0.001 par value)
5. The number or amount of securities sold during such fiscal
year in reliance upon registration pursuant to this section:
$4,411,459,394 representing 4,411,459,394 shares of
beneficial interest ($0.001 par value)
6. The calculation of filing fee:
(a) The total amount of registered shares of
beneficial interest ($0.001 par value) sold
including sales load: $4,411,459,394
(b) Less the total amount of registered shares of
beneficial interest ($0.001 par value) redeemed
or repurchased: (4,511,802,366)
----------------
(c) Difference (i.e., (a) less (b)): ($100,342,972)
================
(d) Filing fee pursuant to section 6(b) of
1933 Act (Line (c) Amount/2,900): $0
================
/s/ Ann Moran
----------------------
Ann Moran
Assistant Treasurer
Date: JUNE 21, 1995
[BINGHAM, DANA & GOULD LETTERHEAD]
June 26, 1995
Liquid Institutional Reserves
I285 Avenue of the Americas
New York. New York 10019
Re: Rule 24f-2 Notice
-----------------
Ladies and Gentlemen:
We have acted as special Massachusetts, counsel to Liquid
Institutional Reserves, a Massachusetts business trust (the "Trust"), in
connection with the Trust's registration, pursuant to Rule 24f-2 under the
Investment Company Act of 1940, as amended, of an indefinite number of
Shares of Beneficial Interest. par value $ .001 per share, of its series,
Treasury Securities Fund Government Securities Fund and Money Market Fund,
designated as Institutional Shares and Financial Intermediary Shares (such
Institutional Shares and Financial Intermediary Shares referred to
collectively herein as the "Shares"), under, the Securities Act of 1933,
amended (the "1933 Act"). We understand that pursuant to such Rule 24f-2,
the Trust proposes to file a notice (the "Notice") with the Securities and
Exchange Commission (the "Commission") with respect to the fiscal year ended
April 30, 1995, in order to make definite in number the registration of
Shares in the aggregate amount of $4,411,459,394. This opinion is being
furnished with a view to your filing the same with the Commission in
conjunction with the filing of the Notice.
In connection with this opinion, we have examined the following
described documents:
(a) a certificate of the Secretary of State of the Commonwealth
of Massachusetts as to the existence of the Trust:
(b) copies, certified by the Secretary of State of the
Commonwealth of Massachusetts, of the Trust's Declaration of Trust and of
all amendments thereto on file in the office of the Secretary of State:
(c) a certificate executed by Ann Moran, the Assistant Treasurer
of the Trust as to the issuance of the Shares in accordance with the
Trust's Declaration of Trust and By-Laws and as to the receipt by the Trust
of the net asset value of the Shares covered the Notice; and
<PAGE>
[BINGHAM DANA & GOULD LETTERHEAD]
Liquid Institutional Reserves
June 26, 1995
Page 2
(d) a certificate executed by Dianne E. O'Donnell, the
Secretary of the Trust, certifying as to, and attaching copies of, the
Trust's Declaration on of Trust and By-Laws, and certain votes of the
Trustees of the Trust authorizing the issuance of the Shares covered, by
the Notice.
In such examination, we have assumed the genuineness of all
signatures, the conformity to the originals of all of the documents
reviewed by us as copies, the authenticity and completeness of all original
documents reviewed by us in original or copy form and the legal competence
of each individual executing any document
This opinion is based entirely on our review of the documents
listed above. We have made no other review or investigation of any, kind
whatsoever, and we have assumed, without independent inquiry, the accuracy
of the information set forth in such documents.
This opinion is limited solely to the internal substantial laws of
the Commonwealth of Massachusetts as applied by courts in such
Commonwealth (other than Massachusetts securities laws, with respect to
to which we express no opinion).
We understand that all of the foregoing assumptions and limitations
are acceptable to you.
Based upon and subject to the foregoing, please be advised that it
is our opinion that the Shares in the aggregate amount of $4,411,459,394
covered by the Notice were legally issued and (to the extent still
outstanding) are fully paid and non assessable, except that, as set forth in
the Trust's registration statement as currently in effect filed with the
Commission pursuant to the 1933 Act, shareholders of the Trust may under
certain circumstances be held personally liable for its obligations.
Very truly yours,
/s/ BINGHAM, DANA & GOULD
BINGHAM, DANA & GOULD
