<PAGE>
As filed with the Securities and Exchange Commission on April 29, 1996
1933 Act Registration No. 33-39029
1940 Act Registration No. 811-6281
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [__X__]
Pre-Effective Amendment No. _____ [_____]
Post-Effective Amendment No. __7__ [__X__]
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [____]
Amendment No._____
(Check appropriate box or boxes.)
LIQUID INSTITUTIONAL RESERVES
(Exact name of registrant as specified in charter)
1285 Avenue of the Americas
New York, New York 10019
(Address of principal executive offices)
Registrant's telephone number, including area code: (212) 713-2000
DIANNE E. O'DONNELL, Esq.
Mitchell Hutchins Asset Management Inc.
1285 Avenue of the Americas
New York, New York 10019
(Name and address of agent for service)
Copies to:
ELINOR W. GAMMON, ESQ.
Kirkpatrick & Lockhart LLP
1800 Massachusetts Avenue, N.W.
Washington, D.C. 20036-1800
Telephone (202) 778-9000
It is proposed that this filing will become effective:
__X__ Immediately upon filing pursuant to Rule 485(b)
_____ On ___________________ pursuant to Rule 485(b)
_____ 60 days after filing pursuant to Rule 485(a)(i)
_____ On ___________________ pursuant to Rule 485(a)(i)
_____ 75 days after filing pursuant to Rule 485(a)(ii)
_____ On ___________________ pursuant to Rule 485(a)(ii)
Registrant has filed a declaration pursuant to Rule 24f-2 under the
Investment Company Act of 1940 and filed the notice required by such Rule
for its most recent fiscal year on June 22, 1995.
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<TABLE>
<CAPTION>
LIQUID INSTITUTIONAL RESERVES
CALCULATION OF REGISTRATION FEE
Proposed Maximum Proposed Maximum
Securities Being Amount of Shares Offering Price Per Aggregate Offering Amount of
Registered Being Registered Unit Price Registration Fee
________________ ________________ ________________ _________________ _____________
<S> <C> <C> <C> <C>
Shares of
Beneficial
Interest, Par Value
$0.001 100,632,972 $1.00 $290,000* $100.00
</TABLE>
The fee for the above shares to be registered by this filing has been
computed on the basis of the price in effect on April 26, 1996.
_____________________________
*Calculation of the proposed maximum aggregate price has been made
pursuant to Rule 24e-2 under the Investment Company Act of 1940. During
its fiscal year ended April 30, 1995, Registrant redeemed or repurchased
an aggregate of 4,511,802,366 shares of beneficial interest. During its
current fiscal year, Registrant used 4,411,459,394 shares of this amount
for a reduction pursuant to paragraph (c) of Rule 24f-2 under the
Investment Company Act of 1940. Registrant is filing this post-effective
amendment to use the remaining 100,342,972 shares of the total redemptions
and repurchases during its fiscal year ended April 30, 1995 to reduce the
fee that would otherwise be required for the shares registered hereby.
During its current fiscal year, Registrant has filed no other post-
effective amendment for the purpose of the reduction pursuant to paragraph
(a) of Rule 24e-2.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and
the Investment Company Act of 1940, the Registrant certifies that it meets
all the requirements for effectiveness of this Post-Effective Amendment to
its Registration Statement pursuant to Rule 485(b) under the Securities
Act of 1933 and has duly caused this Post-Effective Amendment to be signed
on its behalf by the undersigned, thereunto duly authorized, in this City
of New York and State of New York, on the 26th day of April, 1996.
LIQUID INSTITUTIONAL RESERVES
By: /s/ Dianne E. O'Donnell
________________________________
Dianne E. O'Donnell
Vice President and Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment has been signed below by the following persons in
the capacities and on the dates indicated:
Signature Title Date
--------- ----- ----
/s/Margo N. Alexander President and Trustee April 26, 1996
----------------------- (Chief Executive Officer)
Margo N. Alexander *
----------------------- Trustee and Chairman
E. Garrett Bewkes, Jr. of the Board of Trustees
/s/Richard Q. Armstrong Trustee April 24, 1996
-----------------------
Richard Q. Armstrong
/s/Richard R. Burt Trustee April 26, 1996
-----------------------
Richard R. Burt
/s/Mary C. Farrell Trustee April 26, 1996
-----------------------
Mary C. Farrell
----------------------- Trustee
Meyer Feldberg
/s/George W. Gowen Trustee April 26, 1996
-----------------------
George W. Gowen
----------------------- Trustee
Frederic V. Malek
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/s/Carl W. Schafer Trustee April 26, 1996
-----------------------
Carl W. Schafer**
/s/John R. Torell III Trustee April 26, 1996
-----------------------
John R. Torell III
/s/Julian F. Sluyters Vice President and April 26, 1996
----------------------- Treasurer (Chief
Julian F. Sluyters Financial and Accounting
Officer)
<PAGE>
SIGNATURES (continued)
* Signature affixed by Dianne E. O'Donnell pursuant to powers of
attorney dated December 28, 1995 and incorporated by reference
from Post-Effective Amendment No. 15 of PaineWebber/Kidder,
Peabody Premium Account Fund, SEC File No. 2-75691, filed April
23, 1996.
** Signature affixed by Dianne E. O'Donnell pursuant to power of
attorney dated March 8, 1995 and incorporated by reference from
Post-Effective Amendment No. 9 of PaineWebber/Kidder, Peabody
California Tax Exempt Money Fund, Inc., SEC File No. 33-14400,
filed November 30, 1995.
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KIRKPATRICK & LOCKHART LLP
1800 Massachusetts Avenue, N.W.
Second Floor
Washington, D.C. 20036-1800
April 29, 1996
Liquid Institutional Reserves
1285 Avenue of the Americas
New York, New York 10019
Dear Sir or Madam:
Liquid Institutional Reserves ("Trust") is an unincorporated
voluntary association organized under the laws of the Commonwealth of
Massachusetts pursuant to an Amended and Restated Declaration of Trust
dated April 26, 1991. The Trust currently has three series of shares of
beneficial interest: the Money Market Fund, the Government Securities
Fund and the Treasury Securities Fund (collectively, the "Funds"). We
understand that the Trust is about to file Post-Effective Amendment No. 7
to its Registration Statement on Form N-1A for the purpose of registering
additional shares of beneficial interest of the Funds under the Securities
Act of 1933, as amended ("1933 Act"), pursuant to Section 24(e)(1) of the
Investment Company Act of 1940, as amended ("1940 Act").
We have, as counsel to the Trust, been advised of the various
business and other proceedings relating to the Trust. We have examined
copies, either certified or otherwise proved to be genuine, of the
Declaration of Trust and By-Laws of the Trust and other documents relating
to its organization and operation. Based on the foregoing, it is our
opinion that the shares of beneficial interest of the Trust currently
being registered pursuant to Section 24(e)(1) of the 1940 Act, as
reflected in Post-Effective Amendment No. 7, may be legally and validly
issued from time to time in accordance with the Trust's Declaration of
Trust and By-Laws and subject to compliance with the 1933 Act, the 1940
Act and various state laws regulating the offer and sale of securities;
and when so issued, these shares of beneficial interest will be legally
issued, fully paid and non-assessable.
The Trust is an entity of the type commonly known as a
"Massachusetts business trust." Under Massachusetts law, shareholders
could, under certain circumstances, be held personally liable for the
obligations of the Trust. The Declaration of Trust states that persons
with claims against the Trust shall look solely to the Trust property or
to the property of one or more series of the Trust for satisfaction of
claims. It also requires that notice of such disclaimer be given in each
obligation, contract, instrument, certificate, or undertaking made or
issued by the trustees of the Trust on behalf of the Trust. The
Declaration of Trust further provides: (i) that the Trust shall indemnify
and hold each shareholder harmless from and against all claims and
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Liquid Institutional Reserves
April 29, 1996
Page 2
liabilities to which such shareholder may become subject by reason of
having been a shareholder and (ii) shall reimburse each shareholder out of
Trust property for all legal and other expenses reasonably incurred in
connection with such claims. Thus, the risk of a shareholder incurring
financial loss on account of shareholder liability is limited to
circumstances in which the Trust or a series thereof would be unable to
meet its obligations.
We hereby consent to the filing of this opinion in connection
with Post-Effective Amendment No. 7 to the Trust's Registration Statement
on Form N-1A to be filed with the Securities and Exchange Commission.
Very truly yours,
KIRKPATRICK & LOCKHART LLP
By: /s/ Rebecca H. Laird
--------------------------
Rebecca H. Laird
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