PRUDENTIAL INSTITUTIONAL LIQUIDITY PORTFOLIO, INC.



                              SUBADVISORY AGREEMENT



Agreement made as of this 7th day of July 2003 between Prudential Investments

LLC (PI or the Manager), a New York limited liability company and Prudential

Investment Management, Inc. (PIM or the Subadviser),



WHEREAS, the Manager has entered into a Management Agreement (the Management

Agreement) dated July 7th, 2003 with Prudential Institutional Liquidity

Portfolio, Inc., a Maryland corporation (the Fund) and a diversified, open-end

management investment company registered under the Investment Company Act of

1940 as amended (the 1940 Act), pursuant to which PI acts as Manager of the

Fund; and



WHEREAS, the Manager desires to retain the Subadviser to provide investment

advisory services to the Fund and one or more of its series as specified in

Schedule A hereto (individually and collectively, with the Fund, referred to

herein as the Fund) and to manage such portion of the Fund as the Manager shall

from time to time direct, and the Subadviser is willing to render such

investment advisory services; and



NOW, THEREFORE, the Parties agree as follows:



1. (a) Subject to the supervision of the Manager and the Board of Directors of

the Fund, the Subadviser shall manage such portion 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 its

then current prospectus and statement of additional information (such Prospectus

and Statement of Additional Information as currently in effect and as amended or

supplemented from time to time, being herein called the "Prospectus"), and

subject to the following understandings:



(i) The Subadviser shall provide supervision of such portion of the Fund's

investments as the Manager shall direct, and shall determine from time to time

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

the Fund, and what portion of the assets will be invested or held uninvested as

cash.



(ii) In the performance of its duties and obligations under this Agreement, the

Subadviser shall act in conformity with the copies of the Articles of

Incorporation, By-Laws and Prospectus of the Fund provided to it by the Manager

(the Fund Documents) and with the instructions and directions of the Manager and

of the Board of Directors of the Fund, co-operate with the Manager's (or its

designee's) personnel responsible for monitoring the Fund's compliance and will

conform to and comply with the requirements of the 1940 Act, the Internal

Revenue Code of 1986, as amended, and all other applicable federal and state

laws and regulations. In connection therewith, the Subadviser shall, among other

things, prepare and file such reports as are, or may in the future be, required

by the Securities and Exchange Commission (the Commission). The Manager shall

provide Subadviser timely with copies of any updated Fund documents.



(iii) The Subadviser shall determine the securities and futures contracts to be

purchased or sold by such portion of the Fund's portfolio, as applicable, and

will place orders with or through such persons, brokers, dealers or futures

commission merchants (including but not limited to Prudential Securities

Incorporated (or any broker or dealer affiliated with the Subadviser) to carry

out the policy with respect to brokerage as set forth in the Fund's Prospectus

or as the Board of Directors may direct from time to time. In providing the Fund

with investment supervision, it is recognized that the Subadviser will give

primary consideration to securing the most favorable price and efficient

execution. Within the framework of this policy, the Subadviser may consider the

financial responsibility, research and investment information and other services

provided by brokers, dealers or futures commission merchants who may effect or

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