November 14, 1995 Securities and
Exchange Commission
450 Fifth Street, NW
Washington, DC 20549
Re: Rule 24f-2 Notice for The Prudential Institutional Fund (File No. 811-6677)
Ladies and Gentlemen:
This Notice is filed on behalf of 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: 9/30/95.
2. Number of shares registered under the Securities Act of
1933 other than pursuant to Rule 24f-2 but which remained unsold as of
beginning of the fiscal year: None.
3. The number of shares registered during the fiscal year
ended 9/30/95 other than pursuant to Rule 24f-2: None.
4. The number of shares sold during the fiscal year ended
9/30/95: 90,092,863
5. The number of shares sold during the fiscal year ended
9/30/95 in reliance upon Rule 24f-2: 90,092,863
Pursuant to the requirements of Rule 24f-2, a fee in the amount of
$40,402.21 is being paid in connection with this filing and I have enclosed
herein the required opinion of counsel.
Very truly yours,
/s/ S. Jane Rose
S. Jane Rose Secretary
SJR/ln
Enclosure
*Calculation of Fee No. of Shares Dollar Amount
Shares sold 90,092,863 $456,476,967
Shares redeemed (62,796,714) ($254,465,912) Net Sales for
calculation of fee 27,296,149 $202,011,055
Fee at 1/50 of 1% $40,402.21
24f-2:pif\notice\pif1095.wpd
CLIFFORD J. ALEXANDER
(202) 778-9068
[email protected]
November 14, 1995
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, 1995.
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, 1995, 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 share-
holder 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 that 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
that 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 LLP
By _____________________________
Clifford J. Alexander
PRUDENTIAL INSTITUTIONAL FUND TREASURER'S CERTIFICATE
The undersigned, the Treasurer of The Prudential
Institutional Fund, a Delaware business trust (the "Fund"), does hereby certify
as follows:
1. For the fiscal year ended September 30, 1995, the Fund issued
90,092,863 shares of beneficial interest.
2. In respect of the issuance of such 90,092,863 shares, the Fund
received cash consideration of $456,476,967.
3. With respect to each share issued, the Fund received cash
consideration not less than the net asset value per share on the date
issued and not less than $.001 per share.
4. To the best of my knowledge and belief, the Fund is in good
standing in the State of Delaware.
IN WITNESS WHEREOF, I have hereunto signed my name as
Treasurer of the Fund.
Date: November 14, 1995
(SEAL)
/s/ Eugene S. Stark
Eugene S. Stark
Treasurer
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