PRUDENTIAL INSTITUTIONAL LIQUIDITY PORTFOLIO, INC.



                              MANAGEMENT AGREEMENT



Agreement made the 7th day of July 2003 between Prudential Institutional

Liquidity Portfolio, Inc. (the Fund), a Maryland corporation, and Prudential

Investments LLC, a New York limited liability company (the Manager).



                               W I T N E S S E T H



WHEREAS, the Fund is a diversified, open-end management investment company

registered under the Investment Company Act of 1940, as amended (the 1940 Act);

and



WHEREAS, the Fund desires to retain the Manager to render or contract to obtain

as hereinafter provided investment advisory services to the Fund and one or more

of its series (individually and collectively with the Fund, referred to herein

as the Fund) and the Fund also desires to avail itself of the facilities

available to the Manager with respect to the administration of its day-to-day

business affairs, and the Manager is willing to render such investment advisory

and administrative services;



NOW, THEREFORE, the parties agree as follows:



1. The Fund hereby appoints the Manager to act as manager of the Fund and each

series thereof, if any (each, a Portfolio) and as administrator of its business

affairs for the period and on the terms set forth in this Agreement. The Manager

accepts such appointment and agrees to render the services herein described, for

the compensation herein provided. Subject to the approval of the Board of

Directors of the Fund, the Manager is authorized to enter into a subadvisory

agreement with Prudential Investment Management, Inc., Jennison Associates LLC,

or any other subadviser, whether or not affiliated with the Manager (each, a

Subadviser), pursuant to which such Subadviser shall furnish to the Fund the

investment advisory services in connection with the management of the Fund

(each, a Subadvisory Agreement). Subject to the approval of the Board of

Directors of the Fund, the Manager is authorized to retain more than one

Subadviser for the Fund, and if the Fund has more than one Subadviser, the

Manager is authorized to allocate the Fund's assets among the Subadvisers. The

Manager will continue to have responsibility for all investment advisory

services furnished pursuant to any Subadvisory Agreement. The Fund and Manager

understand and agree that the Manager may manage the Fund in a

"manager-of-managers" style with either a single or multiple subadvisers, which

contemplates that the Manager will, among other things and pursuant to an Order

issued by the Securities and Exchange Commission (SEC): (i) continually evaluate

the performance of each Subadviser to the Fund, if applicable, through

quantitative and qualitative analysis and consultations with such Subadviser;

(ii) periodically make recommendations to the Board as to whether the contract

with one or more Subadvisers should be renewed, modified, or terminated; and

(iii) periodically report to the Board regarding the results of its evaluation

and monitoring functions. The Fund recognizes that a Subadviser's services may

be terminated or modified pursuant to the "manager-of-managers" process, and

that the Manager may appoint a new Subadviser for a Subadviser that is so

removed.



2. Subject to the supervision of the Board of Directors, the Manager shall

administer the Fund's business affairs and, in connection therewith, shall

furnish the Fund with office facilities and with clerical, bookkeeping and

recordkeeping services at such office facilities and, subject to Section 1

hereof and any Subadvisory Agreement, the Manager shall manage the investment

operations of the Fund and the composition of the Fund's portfolio, including

the purchase, retention and disposition thereof, in accordance with the Fund's

investment objectives, policies and restrictions as stated in the Fund's SEC

registration statement, and subject to the following understandings:



(a) The Manager (or a Subadviser under the Manager's supervision) shall provide

supervision of the Fund's investments, and shall determine from time to time

what investments or securities will be purchased, retained, sold or loaned by

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