December 2, 1994
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Rule 24f-2 Notice for The Prudential Institutional Fund
(File No. 811-6677)
Ladies and Gentlemen:
The Rule 24f-2 Notice and Opinion of counsel for the Fund were filed
electronically via the EDGAR System on November 28, 1994. The filing submitted
on November 28, 1994 included in the submission header the correct CIK and the
correct fee information for the Fund. In addition, payment of the correct fee
was made on November 25, 1994. However, through inadvertent the text of the
Rule 24f-2 Notice referred to another fund. We are submitting this amended
notice and another copy of the opinion of counsel with this submission.
This Notice is filed on behalf of The Prudential Institutional
Fund pursuant to the requirements of Rule 24f-2 under the
Investment Company Act of 1940.
1. Fiscal year for which notice is filed: 9/30/94.
2. Number of shares registered under the Securities Act of
1933 other than pursuant to Rule 24f-2 but which remained
unsold as of the beginning of the fiscal year : None.
3. The number of shares registered during the fiscal year
ended 9/30/94 other than pursuant to Rule 24f-2: None.
4. The number of shares sold* during the fiscal year ended
9/30/94: 64,765,183.
5. The number of shares sold during the fiscal year ended
9/30/94 in reliance upon Rule 24f-2: 64,765,183.
Pursuant to the requirements of Rule 24f-2, a fee in the
amount of $94,649.96 is being paid in connection with this filing
and I have enclosed herein the required opinion of counsel.
Yours truly,
/s/S. Jane Rose
S. Jane Rose
Secretary
*Calculation of Fee No. of Shares Dollar Amount
Shares sold 64,765,183 $ 374,798,109
Shares redeemed (24,488,951) $(100,315,156)
Net sales for
calculation of fee 40,276,232 $ 274,482,953
Fee at 1/29 of 1% $ 94,649.96
November 29, 1994
Prudential Institutional Fund
One Seaport Plaza
New York, NY 10292
Re: Rule 24f-2 Notice
Ladies and Gentlemen:
Prudential Institutional Fund ("Trust") is a business trust
organized under the laws of the State of Delaware and governed by
an Agreement and Declaration of Trust, dated May 11, 1992, as
amended on July 7, 1992 (the "Trust Instrument"). We understand
that the Trust is about to file a Rule 24f-2 Notice pursuant to
Rule 24f-2 under the Investment Company Act of 1940, as amended
("1940 Act"), for the purpose of making definite the number of
shares of beneficial interest, par value $0.001 per share, which it
has registered under the Securities Act of 1933, as amended ("1933
Act"), and sold during its fiscal year ended September 30, 1994.
We have, as counsel, participated in various matters relating
to the Trust. We have examined copies, either certified or
otherwise proved to be genuine, of the Trust Instrument and the
Trust's By-Laws, as now in effect, and the minutes of meetings of
the trustees of the Trust, and we generally are familiar with its
business affairs. For certain matters of fact, we have relied upon
representations of officers of the Trust. Based on the foregoing,
it is our opinion that the Shares sold during the fiscal year ended
September 30, 1994, the registration of which will be made definite
by the filing of a Rule 24f-2 Notice, were legally issued, fully
paid and non-assessable.
The Trust is a business trust established pursuant to the
Delaware Business Trust Act ("Delaware Act"). The Delaware Act
provides that a shareholder of the Trust is entitled to the same
limitation of personal liability extended to shareholders of
for-profit corporations. To the extent that the Trust or any of
its shareholders becomes subject to the jurisdiction of courts in
states which do not have statutory or other authority limiting the
liability of business trust shareholders, such courts might not
apply the Delaware Act and, thus, might subject Trust
shareholders to liability.To guard against this risk, the Trust
Instrument: (1) requires that every written obligation of the
Trust contain a statement that such obligation may be enforced
only against the assets of the Trust and (2) provides for
indemnification out of Trust property of any shareholder held
personally liable, solely by reason of being a shareholder, for the
obligations of the Trust. Thus, the risk of a Trust shareholder
incurring financial loss beyond the shareholder's investment
because of shareholder liability is limited to circumstances in
which a court refuses to apply Delaware law, no contractual
limitation of liability was in effect, and the Trust itself would
be unable to meet its obligations.
We express no opinion as to compliance with the 1933 Act, the
1940 Act, or applicable state securities laws in connection with
the sales of Shares.
We hereby consent to this opinion accompanying the Rule 24f-2
Notice which you are about to file with the Securities and Exchange
Commission. We also consent to the reference to our firm in the
prospectus filed as part of the Trust's registration statement.
Very truly yours,
KIRKPATRICK & LOCKHART
By ____________________________
Robert J. Zutz
