Morgan Stanley Institutional Liquidity · PDF fileinformation. Morgan Stanley Institutional...

43
The section of each Portfolio’s Prospectus entitled “Shareholder Information—Pricing of Portfolio Shares” is hereby deleted and replaced with the following: Pricing of Portfolio Shares Shares of the Portfolios may be purchased or sold (redeemed) at the NAV next determined after the Fund receives your order in good order and State Street Bank and Trust Company (the “Custodian”) receives monies credited by a Federal Reserve Bank (“Federal Funds”) prior to the close of the Fed wire. You begin earning dividends the same day your Institutional Class shares are purchased provided the Fund receives your purchase amount in Federal Funds that day as set forth above. Orders to purchase shares of a Portfolio must be received by the Fund prior to the following times: for the Prime Portfolio, Government Portfolio and Treasury Portfolio—5:00 p.m. Eastern time; for the Government Securities Portfolio and Treasury Securities Portfolio—3:00 p.m. Eastern time; and for the Tax-Exempt Portfolio—2:00 p.m. Eastern time. On any business day that the NYSE closes early, or when SIFMA recommends that the securities markets close early, the Fund may close early and purchase orders received after such earlier closing times will be processed the following business day. If the NYSE is closed due to inclement weather, technology problems or any other reason on a day it would normally be open for business, or the NYSE has an unscheduled early closing on a day it has opened for business, the Portfolio reserves the right to treat such day as a business day and accept purchase and redemption orders until, and calculate its NAV as of, the normally scheduled close of regular trading on the NYSE for that day, or such time noted above, so long as the Adviser believes there generally remains an adequate market to obtain reliable and accurate market quotations. The Fund may elect to remain open on days when the NYSE is closed or closes early but on which SIFMA recommends that the bond markets remain open for all or part of the day. Purchase orders received by the Fund and not funded by 6:00 p.m. on the trade date may be subject to an overdraft charge. Morgan Stanley Institutional Liquidity Funds Supplement dated December 7, 2015 to the Morgan Stanley Institutional Liquidity Funds Prospectuses dated February 27, 2015 Money Market Portfolio Prime Portfolio Government Portfolio Government Securities Portfolio Treasury Portfolio Treasury Securities Portfolio Tax-Exempt Portfolio (each, a “Portfolio”) Prospectus Supplement December 7, 2015 Please retain this supplement for future reference. LFMMSPT-1215

Transcript of Morgan Stanley Institutional Liquidity · PDF fileinformation. Morgan Stanley Institutional...

Page 1: Morgan Stanley Institutional Liquidity  · PDF fileinformation. Morgan Stanley Institutional Liquidity Funds Prospectus ;

The section of each Portfolio’s Prospectus entitled “Shareholder Information—Pricing of Portfolio Shares” ishereby deleted and replaced with the following:

Pricing of Portfolio SharesShares of the Portfolios may be purchased or sold (redeemed) at the NAV next determined after theFund receives your order in good order and State Street Bank and Trust Company (the “Custodian”)receives monies credited by a Federal Reserve Bank (“Federal Funds”) prior to the close of the Fedwire. You begin earning dividends the same day your Institutional Class shares are purchased providedthe Fund receives your purchase amount in Federal Funds that day as set forth above. Orders topurchase shares of a Portfolio must be received by the Fund prior to the following times: for the PrimePortfolio, Government Portfolio and Treasury Portfolio—5:00 p.m. Eastern time; for the GovernmentSecurities Portfolio and Treasury Securities Portfolio—3:00 p.m. Eastern time; and for the Tax-ExemptPortfolio—2:00 p.m. Eastern time. On any business day that the NYSE closes early, or when SIFMArecommends that the securities markets close early, the Fund may close early and purchase ordersreceived after such earlier closing times will be processed the following business day. If the NYSE isclosed due to inclement weather, technology problems or any other reason on a day it would normallybe open for business, or the NYSE has an unscheduled early closing on a day it has opened for business,the Portfolio reserves the right to treat such day as a business day and accept purchase and redemptionorders until, and calculate its NAV as of, the normally scheduled close of regular trading on the NYSEfor that day, or such time noted above, so long as the Adviser believes there generally remains anadequate market to obtain reliable and accurate market quotations. The Fund may elect to remainopen on days when the NYSE is closed or closes early but on which SIFMA recommends that thebond markets remain open for all or part of the day. Purchase orders received by the Fund and notfunded by 6:00 p.m. on the trade date may be subject to an overdraft charge.

Morgan Stanley Institutional Liquidity FundsSupplement datedDecember 7, 2015 tothe Morgan StanleyInstitutional LiquidityFunds Prospectusesdated February 27,2015

Money MarketPortfolioPrime PortfolioGovernmentPortfolioGovernmentSecurities PortfolioTreasury PortfolioTreasury SecuritiesPortfolio Tax-ExemptPortfolio (each, a“Portfolio”)

Prospectus Supplement

December 7, 2015

Please retain this supplement for future reference. LFMMSPT-1215

Merrill Corp - MS Institutional Liquidity Fund Supplement N-1A 333-104972 12-31-2015 ED | pweakly | 04-Dec-15 18:44 | 15-24539-1.ba | Sequence: 1CHKSUM Content: 41639 Layout: 4722 Graphics: No Graphics CLEAN

JOB: 15-24539-1 CYCLE#;BL#: 2; 0 TRIM: 8.25" x 10.75" AS: Merrill New York: 212-620-5600 COMPOSITECOLORS: Black, ~note-color 2 GRAPHICS: none V1.5

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INVESTMENT MANAGEMENT

Ticker Fund Symbol

Prime Portfolio MPFXX

Government Portfolio MVRXX

Government Securities Portfolio MUIXX

Treasury Portfolio MISXX

Treasury Securities Portfolio MSUXX

Tax-Exempt Portfolio MTXXX

The Securities and Exchange Commission has not approved or disapproved these securities or passed upon theadequacy of this Prospectus. Any representation to the contrary is a criminal offense.

e-DELIVERY: Go Paperless. It’s faster, easier and greener.Sign up today at: www.icsdelivery.comMay not be available for all accounts.

Morgan Stanley Institutional Liquidity Funds

InstitutionalClass PortfoliosPrime PortfolioGovernment PortfolioGovernment Securities PortfolioTreasury PortfolioTreasury Securities PortfolioTax-Exempt PortfolioProspectusFebruary 27, 2015

Merrill Corp - MS MSILF Institutional Class Prospectus [Funds] 02-28-2015 ED [AUX] | thunt | 24-Feb-15 10:54 | 15-1185-2.aa | Sequence: 1CHKSUM Content: 13146 Layout: 4121 Graphics: 20811 CLEAN

JOB: 15-1185-2 CYCLE#;BL#: 6; 0 TRIM: 8.25" x 10.75" AS: Merrill New York: 212-620-5600 COMPOSITECOLORS: Black, ~note-color 2, ~note-color 3 GRAPHICS: e-del_3L_60k_2013.eps, morgan_stanley_new_k_logo.eps V1.5

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Table of Contents Page

Portfolio SummaryPrime Portfolio 1Government Portfolio 4Government Securities Portfolio 6Treasury Portfolio 8Treasury Securities Portfolio 10Tax-Exempt Portfolio 12Details of the Portfolios 14Prime Portfolio 14Government Portfolio 16Government Securities Portfolio 18Treasury Portfolio 20Treasury Securities Portfolio 22Tax-Exempt Portfolio 23Additional Information about the Portfolios’ Investment Strategies and Related Risks 25Shareholder Information 29Fund Management 35Financial Highlights 36

Merrill Corp - MS MSILF Institutional Class Prospectus [Funds] 02-28-2015 ED [AUX] | thunt | 24-Feb-15 10:54 | 15-1185-2.aa | Sequence: 2CHKSUM Content: 44407 Layout: 25672 Graphics: No Graphics CLEAN

JOB: 15-1185-2 CYCLE#;BL#: 6; 0 TRIM: 8.25" x 10.75" AS: Merrill New York: 212-620-5600 COMPOSITECOLORS: Black, ~note-color 2 GRAPHICS: none V1.5

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ObjectiveThe Prime Portfolio seeks preservation of capital, dailyliquidity and maximum current income.

Fees and ExpensesThe table below describes the expenses that you may payif you buy and hold Institutional Class shares of thePortfolio. The Portfolio does not charge any sales loads orother fees when you purchase or redeem shares.

Annual Portfolio Operating Expenses (expenses that youpay each year as a percentage of the value of your investment) Institutional ClassAdvisory Fee 0.15%Distribution and/or Shareholder Service (12b-1) Fee N/AOther Expenses 0.06%Total Annual Portfolio Operating Expenses* 0.21%Fee Waiver and/or Expense Reimbursement* 0.01%Total Annual Portfolio Operating Expenses After Fee Waiver and/or Expense Reimbursement* 0.20%

ExampleThe example below is intended to help you compare thecost of investing in the Portfolio’s Institutional Class withthe cost of investing in other mutual funds.

The example assumes that you invest $10,000 in thePortfolio’s Institutional Class, your investment has a 5%return each year and that the Portfolio’s operatingexpenses remain the same. Although your actual costsmay be higher or lower, based on these assumptions yourcosts would be:

1 Year 3 Years 5 Years 10 YearsInstitutional Class $20 $64 $113 $255

* The Portfolio’s “Adviser” and “Administrator,” Morgan StanleyInvestment Management Inc., has agreed to reduce itsadvisory fee, its administration fee and/or reimburse thePortfolio’s Institutional Class so that Total Annual PortfolioOperating Expenses, excluding certain investment relatedexpenses, taxes, interest and other extraordinary expenses(including litigation), will not exceed 0.20%. The fee waiversand/or expense reimbursements will continue for at least oneyear or until such time as the Fund’s Board of Trustees actsto discontinue all or a portion of such waivers and/orreimbursements when it deems such action is appropriate.

Principal Investment StrategiesThe Portfolio seeks to maintain a stable net asset value of$1.00 per share by investing in liquid, high quality U.S.dollar-denominated money market instruments of U.S.and foreign financial corporations and U.S. non-financialcorporations. The Portfolio also invests in obligationsissued or guaranteed by the U.S. Government and itsagencies and instrumentalities. The Portfolio’s money mar-ket investments may include commercial paper,

corporate debt obligations, debt obligations (includingcertificates of deposit and promissory notes) of U.S.banks or foreign banks, or of U.S. branches or sub-sidiaries of foreign banks, or foreign branches of U.S.banks (such as Yankee obligations), certificates of depositof savings banks and savings and loan organizations,asset-backed securities, repurchase agreements andmunicipal obligations.

The Portfolio may also invest in U.S. dollar-denominatedforeign securities and money market instruments.

Principal RisksThere can be no assurance that the Portfolio will achieveits investment objective. Although the Portfolio seeks topreserve the value of your investment at $1.00 per share,it is possible for an investor to lose money by investing inthe Portfolio. The risks of investing in the Portfolioinclude:

• Credit and Interest Rate Risk. Credit risk refers tothe possibility that the issuer or guarantor of a securi-ty will be unable to make interest payments and/orrepay the principal on its debt. Interest rate risk refersto fluctuations in the value of a debt security resultingfrom changes in the general level of interest rates. Thehistorically low interest rate environment increases therisk associated with rising interest rates. The Portfoliomay face a heightened level of risk, especially since theFederal Reserve Board has ended its quantitative eas-ing program and may begin to raise rates.

• Bank Obligations. The activities of U.S. and mostforeign banks are subject to comprehensive regula-tions. The enactment of new legislation or regula-tions, as well as changes in interpretation andenforcement of current laws, may affect the mannerof operations and profitability of domestic and for-eign banks. In addition, banks may be particularlysusceptible to certain economic factors.

• U.S. Government Securities. The U.S. governmentsecurities in which the Portfolio invests can be subjectto two types of risk: credit risk and interest rate risk.When the general level of interest rates goes up, theprices of most fixed-income securities go down.When the general level of interest rates goes down,the prices of most fixed-income securities go up. Withrespect to U.S. government securities that are notbacked by the full faith and credit of the UnitedStates, there is the risk that the U.S. Government willnot provide financial support to such U.S. govern-ment agencies, instrumentalities or sponsored enter-prises if it is not obligated to do so by law.

• Asset-Backed Securities. Asset-backed securitiesinvolve the risk that various federal and state con-sumer laws and other legal and economic factors mayresult in the collateral backing the securities beinginsufficient to support payment on the securities.

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Prime Portfolio

Morgan Stanley Institutional Liquidity Funds Prospectus

Portfolio Summary

Merrill Corp - MS MSILF Institutional Class Prospectus [Funds] 02-28-2015 ED [AUX] | pweakly | 26-Feb-15 17:07 | 15-1185-2.ba | Sequence: 1CHKSUM Content: 24491 Layout: 15204 Graphics: No Graphics CLEAN

JOB: 15-1185-2 CYCLE#;BL#: 9; 0 TRIM: 8.25" x 10.75" AS: Merrill New York: 212-620-5600 COMPOSITECOLORS: Black, Black2, ~note-color 2 GRAPHICS: none V1.5

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Some asset-backed securities entail prepayment risk,which may vary depending on the type of asset.

• Repurchase Agreements. Repurchase agreements aresubject to risks associated with the possibility ofdefault by the seller at a time when the collateral hasdeclined in value, or insolvency of the seller, whichmay affect the Portfolio’s right to control the collateraland result in certain costs and delays. Repurchaseagreements may involve a greater degree of credit riskthan investments in U.S. government securities.

• Foreign Money Market Securities. Investing in mon-ey market securities of foreign issuers involves someadditional risks, including the possibility of adversepolitical, economic or other developments affectingthe issuers of these securities.

• Municipal Obligations. To the extent the Portfolioinvests in municipal obligations issued by state andlocal governments and their agencies, the Portfoliomay be susceptible to political, economic, regulatoryor other factors affecting issuers of these municipalobligations. To the extent that a Portfolio invests inmunicipal obligations of issuers in the same economicsector, it could be more sensitive to economic, businessor political developments which affect such sector.

• Money Market Fund Regulation. The SEC recentlyadopted changes to the rules that govern money mar-ket funds. These changes have a phase-in period rang-ing from mid-2015 (primarily for certain newdisclosure-related requirements) to the latter half of2016 (for the most significant changes, such as theimposition of a floating NAV and the possible impo-sition of redemption fees and/or the temporary sus-pension of redemption privileges if a fund’s portfolioliquidity falls below certain required minimum levelsbecause of market conditions or other factors). Whilethe industry is still assessing the impact of these rulechanges, they may affect the investment strategies,performance, operating expenses and structure ofmoney market funds.

Shares of the Portfolio are not bank deposits and are notguaranteed or insured by the Federal Deposit InsuranceCorporation or any other government agency.

Performance InformationThe bar chart and table below provide some indicationof the risks of investing in the Portfolio by showingchanges in the performance of the Portfolio’sInstitutional Class shares from year-to-year and by show-ing the average annual returns of the Portfolio’sInstitutional Class shares for the one, five and 10 yearperiods. The Portfolio’s past performance is not

necessarily an indication of how the Portfolio will per-form in the future. Updated performance information isavailable online at www.morganstanley.com/liquidity.

Annual Total Returns—Calendar Years

High Quarter 9/30/07 1.34%Low Quarter 9/30/14 0.01%

Average Annual Total Returns for the Periods EndedDecember 31, 2014 Past Past Past One Year Five Years Ten YearsPrime Portfolio 0.05% 0.11% 1.70%

You may obtain the Portfolio’s 7-day current yield bycalling 1-888-378-1630.

Fund ManagementAdviser. Morgan Stanley Investment Management Inc.

Purchase and Sale of Portfolio SharesInstitutional Class shares of the Portfolio are available toinvestors who at the time of initial purchase make a min-imum investment of $10,000,000. You may not be sub-ject to the minimum investment requirement undercertain circumstances. For more information, please referto the section of this Prospectus entitled “ShareholderInformation—Minimum Investment Amount.”

Portfolio shares may be purchased or sold on any day theNew York Stock Exchange (“NYSE”) is open for businessdirectly from the Fund by mail (c/o Boston FinancialData Services, Inc., P.O. Box 219804, Kansas City,MO 64121-9804), by telephone (1-888-378-1630) orby contacting an authorized third-party, such as a broker-dealer or other financial intermediary that has enteredinto a selling agreement with the Portfolio’s“Distributor,” Morgan Stanley Distribution, Inc. (each a“Financial Intermediary”). You may purchase and redeemshares online through Morgan Stanley’s ClientLink serv-ice at www.morganstanley.com/liquidity, provided youhave a pre-established Internet trading account. For moreinformation, please refer to the sections of thisProspectus entitled “Shareholder Information—How to

0%

5%

10%

‘13 ‘14‘06 ‘11 ‘12‘10‘09‘072005 ‘08

3.23%

5.07% 5.34%

2.74%

0.26% 0.16% 0.11% 0.16% 0.08% 0.05%

2

Prime Portfolio (Cont’d)

Merrill Corp - MS MSILF Institutional Class Prospectus [Funds] 02-28-2015 ED [AUX] | pweakly | 26-Feb-15 17:07 | 15-1185-2.ba | Sequence: 2CHKSUM Content: 65399 Layout: 22679 Graphics: 57579 CLEAN

JOB: 15-1185-2 CYCLE#;BL#: 9; 0 TRIM: 8.25" x 10.75" AS: Merrill New York: 212-620-5600 COMPOSITECOLORS: Black, Black2, ~note-color 2 GRAPHICS: 1185-2 prime bar.eps V1.5

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Purchase Shares” and “Shareholder Information—Howto Redeem Shares.”

Selected accounts that utilize the Portfolio as their sweepvehicle will be reviewed on each business day and shareswill automatically be purchased or sold to cover any cred-its or debits incurred that day.

Tax InformationThe Portfolio intends to make distributions that may betaxed as ordinary income or capital gains.

Payments to Broker-Dealers and OtherFinancial IntermediariesIf you purchase the Portfolio through a FinancialIntermediary (such as a bank), the Adviser and/or theDistributor may pay the Financial Intermediary for thesale of Portfolio shares and related services. These pay-ments, which may be significant in amount, may create aconflict of interest by influencing the FinancialIntermediary and your salesperson to recommend thePortfolio over another investment. Ask your salespersonor visit your Financial Intermediary’s web site for moreinformation.

3

Prime Portfolio (Cont’d)

Morgan Stanley Institutional Liquidity Funds Prospectus

Portfolio Summary

Merrill Corp - MS MSILF Institutional Class Prospectus [Funds] 02-28-2015 ED [AUX] | pweakly | 26-Feb-15 17:07 | 15-1185-2.ba | Sequence: 3CHKSUM Content: 21368 Layout: 31347 Graphics: No Graphics CLEAN

JOB: 15-1185-2 CYCLE#;BL#: 9; 0 TRIM: 8.25" x 10.75" AS: Merrill New York: 212-620-5600 COMPOSITECOLORS: Black, Black2, ~note-color 2 GRAPHICS: none V1.5

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ObjectiveThe Government Portfolio seeks preservation of capital, dailyliquidity and maximum current income.

Fees and ExpensesThe table below describes the expenses that you may payif you buy and hold Institutional Class shares of thePortfolio. The Portfolio does not charge any sales loads orother fees when you purchase or redeem shares.

Annual Portfolio Operating Expenses (expenses that youpay each year as a percentage of the value of your investment) Institutional ClassAdvisory Fee 0.15%Distribution and/or Shareholder Service (12b-1) Fee N/AOther Expenses 0.06%Total Annual Portfolio Operating Expenses* 0.21%Fee Waiver and/or Expense Reimbursement* 0.01%Total Annual Portfolio Operating Expenses After Fee Waiver and/or Expense Reimbursement* 0.20%

ExampleThe example below is intended to help you compare thecost of investing in the Portfolio’s Institutional Class withthe cost of investing in other mutual funds.

The example assumes that you invest $10,000 in thePortfolio’s Institutional Class, your investment has a 5%return each year and that the Portfolio’s operatingexpenses remain the same. Although your actual costsmay be higher or lower, based on these assumptions yourcosts would be:

1 Year 3 Years 5 Years 10 YearsInstitutional Class $20 $64 $113 $255

* The Portfolio’s “Adviser” and “Administrator,” Morgan StanleyInvestment Management Inc., has agreed to reduce itsadvisory fee, its administration fee and/or reimburse thePortfolio’s Institutional Class so that Total Annual PortfolioOperating Expenses, excluding certain investment relatedexpenses, taxes, interest and other extraordinary expenses(including litigation), will not exceed 0.20%. The fee waiversand/or expense reimbursements will continue for at least oneyear or until such time as the Fund’s Board of Trustees actsto discontinue all or a portion of such waivers and/orreimbursements when it deems such action is appropriate.

Principal Investment StrategiesThe Portfolio seeks to maintain a stable net asset value of$1.00 per share by investing exclusively in obligationsissued or guaranteed by the U.S. Government and itsagencies and instrumentalities and in repurchase agree-ments collateralized by such securities.

Principal RisksThere can be no assurance that the Portfolio will achieveits investment objective. Although the Portfolio seeks topreserve the value of your investment at $1.00 per share,it is possible for an investor to lose money by investing inthe Portfolio. The risks of investing in the Portfolioinclude:

• Credit and Interest Rate Risk. Credit risk refers tothe possibility that the issuer or guarantor of a securi-ty will be unable to make interest payments and/orrepay the principal on its debt. Interest rate risk refersto fluctuations in the value of a debt security resultingfrom changes in the general level of interest rates. Thehistorically low interest rate environment increases therisk associated with rising interest rates. The Portfoliomay face a heightened level of risk, especially since theFederal Reserve Board has ended its quantitative eas-ing program and may begin to raise rates.

• U.S. Government Securities. The U.S. governmentsecurities in which the Portfolio invests can be subjectto two types of risk: credit risk and interest rate risk.When the general level of interest rates goes up, theprices of most fixed-income securities go down.When the general level of interest rates goes down,the prices of most fixed-income securities go up. Withrespect to U.S. government securities that are notbacked by the full faith and credit of the UnitedStates, there is the risk that the U.S. Government willnot provide financial support to such U.S. govern-ment agencies, instrumentalities or sponsored enter-prises if it is not obligated to do so by law.

• Repurchase Agreements. Repurchase agreements aresubject to risks associated with the possibility ofdefault by the seller at a time when the collateral hasdeclined in value, or insolvency of the seller, whichmay affect the Portfolio’s right to control the collateraland result in certain costs and delays. Repurchaseagreements may involve a greater degree of credit riskthan investments in U.S. government securities.

• Money Market Fund Regulation. The SEC recentlyadopted changes to the rules that govern money mar-ket funds. These changes have a phase-in period rang-ing from mid-2015 (primarily for certain newdisclosure-related requirements) to the latter half of2016 (for the most significant changes, such as theimposition of a floating NAV and the possible impo-sition of redemption fees and/or the temporary sus-pension of redemption privileges if a fund’s portfolioliquidity falls below certain required minimum levelsbecause of market conditions or other factors).“Government money market funds,” which are mon-ey market funds that invest in cash, U.S. governmentsecurities, and/or repurchase agreements that are col-lateralized fully, will be exempt from the requirementto consider imposing a redemption fee or suspending

4

Government Portfolio

Merrill Corp - MS MSILF Institutional Class Prospectus [Funds] 02-28-2015 ED [AUX] | pweakly | 26-Feb-15 17:07 | 15-1185-2.ba | Sequence: 4CHKSUM Content: 15902 Layout: 45458 Graphics: No Graphics CLEAN

JOB: 15-1185-2 CYCLE#;BL#: 9; 0 TRIM: 8.25" x 10.75" AS: Merrill New York: 212-620-5600 COMPOSITECOLORS: Black, Black2, ~note-color 2 GRAPHICS: none V1.5

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redemptions at certain liquidity levels. Governmentmoney market funds will also be exempt from therequirement to operate with a floating NAV and maycontinue to seek a stable NAV of $1.00 per share.While the industry is still assessing the impact of theserule changes, they may affect the investment strate-gies, performance, operating expenses and structure ofmoney market funds.

Shares of the Portfolio are not bank deposits and are notguaranteed or insured by the Federal Deposit InsuranceCorporation or any other government agency.

Performance InformationThe bar chart and table below provide some indicationof the risks of investing in the Portfolio by showingchanges in the performance of the Portfolio’sInstitutional Class shares from year-to-year and by show-ing the average annual returns of the Portfolio’sInstitutional Class shares for the one, five and 10 yearperiods. The Portfolio’s past performance is not necessari-ly an indication of how the Portfolio will perform in thefuture. Updated performance information is availableonline at www.morganstanley.com/liquidity.

Annual Total Returns—Calendar Years

High Quarter 12/31/06 1.33%Low Quarter 9/30/11 0.00%

Average Annual Total Returns for the Periods EndedDecember 31, 2014 Past Past Past One Year Five Years Ten YearsGovernment Portfolio 0.04% 0.04% 1.60%

You may obtain the Portfolio’s 7-day current yield bycalling 1-888-378-1630.

Fund ManagementAdviser. Morgan Stanley Investment Management Inc.

Purchase and Sale of Portfolio SharesInstitutional Class shares of the Portfolio are available toinvestors who at the time of initial purchase make a min-imum investment of $10,000,000. You may not be sub-ject to the minimum investment requirement undercertain circumstances. For more information, please referto the section of this Prospectus entitled “ShareholderInformation—Minimum Investment Amount.”

Portfolio shares may be purchased or sold on any day theNew York Stock Exchange (“NYSE”) is open for businessdirectly from the Fund by mail (c/o Boston FinancialData Services, Inc., P.O. Box 219804, Kansas City,MO 64121-9804), by telephone (1-888-378-1630) orby contacting an authorized third-party, such as a broker-dealer or other financial intermediary that has enteredinto a selling agreement with the Portfolio’s“Distributor,” Morgan Stanley Distribution, Inc. (each a“Financial Intermediary”). You may purchase and redeemshares online through Morgan Stanley’s ClientLink serv-ice at www.morganstanley.com/liquidity, provided youhave a pre-established Internet trading account. For moreinformation, please refer to the sections of thisProspectus entitled “Shareholder Information—How toPurchase Shares” and “Shareholder Information—Howto Redeem Shares.”

Selected accounts that utilize the Portfolio as their sweepvehicle will be reviewed on each business day and shareswill automatically be purchased or sold to cover any cred-its or debits incurred that day.

Tax InformationThe Portfolio intends to make distributions that may betaxed as ordinary income or capital gains.

Payments to Broker-Dealers and OtherFinancial IntermediariesIf you purchase the Portfolio through a FinancialIntermediary (such as a bank), the Adviser and/or theDistributor may pay the Financial Intermediary for thesale of Portfolio shares and related services. These pay-ments, which may be significant in amount, may create aconflict of interest by influencing the FinancialIntermediary and your salesperson to recommend thePortfolio over another investment. Ask your salespersonor visit your Financial Intermediary’s web site for moreinformation.

0%

5%

10%

‘13 ‘14‘06 ‘11 ‘12‘10‘09‘072005 ‘08

3.26%

5.07% 5.17%

2.37%

0.17% 0.06% 0.02% 0.05% 0.05% 0.04%

5

Government Portfolio (Cont’d)

Morgan Stanley Institutional Liquidity Funds Prospectus

Portfolio Summary

Merrill Corp - MS MSILF Institutional Class Prospectus [Funds] 02-28-2015 ED [AUX] | pweakly | 26-Feb-15 17:07 | 15-1185-2.ba | Sequence: 5CHKSUM Content: 61075 Layout: 37825 Graphics: 53340 CLEAN

JOB: 15-1185-2 CYCLE#;BL#: 9; 0 TRIM: 8.25" x 10.75" AS: Merrill New York: 212-620-5600 COMPOSITECOLORS: Black, Black2, ~note-color 2 GRAPHICS: 1185-2 govt bar.eps V1.5

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ObjectiveThe Government Securities Portfolio seeks preservation ofcapital, daily liquidity and maximum current income.

Fees and ExpensesThe table below describes the expenses that you may payif you buy and hold Institutional Class shares of thePortfolio. The Portfolio does not charge any sales loads orother fees when you purchase or redeem shares.

Annual Portfolio Operating Expenses (expenses that youpay each year as a percentage of the value of your investment) Institutional ClassAdvisory Fee 0.15%Distribution and/or Shareholder Service (12b-1) Fee N/AOther Expenses 0.39%Total Annual Portfolio Operating Expenses* 0.54%Fee Waiver and/or Expense Reimbursement* 0.34%Total Annual Portfolio Operating Expenses After Fee Waiver and/or Expense Reimbursement* 0.20%

ExampleThe example below is intended to help you compare thecost of investing in the Portfolio’s Institutional Class withthe cost of investing in other mutual funds.

The example assumes that you invest $10,000 in thePortfolio’s Institutional Class, your investment has a 5%return each year and that the Portfolio’s operatingexpenses remain the same. Although your actual costsmay be higher or lower, based on these assumptions yourcosts would be:

1 Year 3 Years 5 Years 10 YearsInstitutional Class $20 $64 $113 $255

* The Portfolio’s “Adviser” and “Administrator,” Morgan StanleyInvestment Management Inc., has agreed to reduce itsadvisory fee, its administration fee and/or reimburse thePortfolio’s Institutional Class so that Total Annual PortfolioOperating Expenses, excluding certain investment relatedexpenses, taxes, interest and other extraordinary expenses(including litigation), will not exceed 0.20%. The fee waiversand/or expense reimbursements will continue for at least oneyear or until such time as the Fund’s Board of Trustees actsto discontinue all or a portion of such waivers and/orreimbursements when it deems such action is appropriate.

Principal Investment StrategiesThe Portfolio seeks to maintain a stable net asset value of$1.00 per share by investing substantially all of its assetsin U.S. Treasury obligations and certain U.S. governmentsecurities, the interest from which is generally exemptfrom state income taxation. These securities may includethose issued or guaranteed either by the U.S. Treasury orcertain agencies, authorities or instrumentalities of theU.S. Government.

Principal RisksThere can be no assurance that the Portfolio will achieveits investment objective. Although the Portfolio seeks topreserve the value of your investment at $1.00 per share,it is possible for an investor to lose money by investing inthe Portfolio. The risks of investing in the Portfolioinclude:

• Credit and Interest Rate Risk. Credit risk refers tothe possibility that the issuer or guarantor of a securi-ty will be unable to make interest payments and/orrepay the principal on its debt. Interest rate risk refersto fluctuations in the value of a debt security resultingfrom changes in the general level of interest rates. Thehistorically low interest rate environment increases therisk associated with rising interest rates. The Portfoliomay face a heightened level of risk, especially since theFederal Reserve Board has ended its quantitative eas-ing program and may begin to raise rates.

• U.S. Government Securities. The U.S. governmentsecurities in which the Portfolio invests can be subjectto two types of risk: credit risk and interest rate risk.When the general level of interest rates goes up, theprices of most fixed-income securities go down.When the general level of interest rates goes down,the prices of most fixed-income securities go up. Withrespect to U.S. government securities that are notbacked by the full faith and credit of the UnitedStates, there is the risk that the U.S. Government willnot provide financial support to such U.S. govern-ment agencies, instrumentalities or sponsored enter-prises if it is not obligated to do so by law.

• Money Market Fund Regulation. The SEC recentlyadopted changes to the rules that govern money mar-ket funds. These changes have a phase-in period rang-ing from mid-2015 (primarily for certain newdisclosure-related requirements) to the latter half of2016 (for the most significant changes, such as theimposition of a floating NAV and the possible impo-sition of redemption fees and/or the temporary sus-pension of redemption privileges if a fund’s portfolioliquidity falls below certain required minimum levelsbecause of market conditions or other factors).“Government money market funds,” which are mon-ey market funds that invest in cash, U.S. governmentsecurities, and/or repurchase agreements that are col-lateralized fully, will be exempt from the requirementto consider imposing a redemption fee or suspendingredemptions at certain liquidity levels. Governmentmoney market funds will also be exempt from therequirement to operate with a floating NAV and maycontinue to seek a stable NAV of $1.00 per share.While the industry is still assessing the impact of theserule changes, they may affect the investment strate-gies, performance, operating expenses and structure ofmoney market funds.

6

Government Securities Portfolio

Merrill Corp - MS MSILF Institutional Class Prospectus [Funds] 02-28-2015 ED [AUX] | pweakly | 26-Feb-15 17:07 | 15-1185-2.ba | Sequence: 6CHKSUM Content: 40640 Layout: 45458 Graphics: No Graphics CLEAN

JOB: 15-1185-2 CYCLE#;BL#: 9; 0 TRIM: 8.25" x 10.75" AS: Merrill New York: 212-620-5600 COMPOSITECOLORS: Black, Black2, ~note-color 2 GRAPHICS: none V1.5

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Shares of the Portfolio are not bank deposits and are notguaranteed or insured by the Federal Deposit InsuranceCorporation or any other government agency.

Performance InformationThe bar chart and table below provide some indicationof the risks of investing in the Portfolio by showingchanges in the performance of the Portfolio’sInstitutional Class shares from year-to-year and by show-ing the average annual returns of the Portfolio’sInstitutional Class shares for the one and five year peri-ods and since inception. The Portfolio’s past performanceis not necessarily an indication of how the Portfolio willperform in the future. Updated performance informationis available online at www.morganstanley.com/liquidity.

Annual Total Returns—Calendar Years

High Quarter 3/31/09 0.03%Low Quarter 3/31/14 0.00%

Average Annual Total Returns for the Periods EndedDecember 31, 2014 Since Past Past Inception One Year Five Years 03/19/08Government Securities Portfolio 0.01% 0.01% 0.22%

You may obtain the Portfolio’s 7-day current yield bycalling 1-888-378-1630.

Fund ManagementAdviser. Morgan Stanley Investment Management Inc.

Purchase and Sale of Portfolio SharesInstitutional Class shares of the Portfolio are available toinvestors who at the time of initial purchase make a

minimum investment of $10,000,000. You may not besubject to the minimum investment requirement undercertain circumstances. For more information, please referto the section of this Prospectus entitled “ShareholderInformation—Minimum Investment Amount.”

Portfolio shares may be purchased or sold on any day theNew York Stock Exchange (“NYSE”) is open for businessdirectly from the Fund by mail (c/o Boston FinancialData Services, Inc., P.O. Box 219804, Kansas City,MO 64121-9804), by telephone (1-888-378-1630) orby contacting an authorized third-party, such as a broker-dealer or other financial intermediary that has enteredinto a selling agreement with the Portfolio’s“Distributor,” Morgan Stanley Distribution, Inc. (each a“Financial Intermediary”). You may purchase and redeemshares online through Morgan Stanley’s ClientLink serv-ice at www.morganstanley.com/liquidity, provided youhave a pre-established Internet trading account. For moreinformation, please refer to the sections of thisProspectus entitled “Shareholder Information—How toPurchase Shares” and “Shareholder Information—Howto Redeem Shares.”

Selected accounts that utilize the Portfolio as their sweepvehicle will be reviewed on each business day and shareswill automatically be purchased or sold to cover any cred-its or debits incurred that day.

Tax InformationThe Portfolio intends to make distributions that may betaxed as ordinary income or capital gains.

Payments to Broker-Dealers and OtherFinancial IntermediariesIf you purchase the Portfolio through a FinancialIntermediary (such as a bank), the Adviser and/or theDistributor may pay the Financial Intermediary for thesale of Portfolio shares and related services. These pay-ments, which may be significant in amount, may create aconflict of interest by influencing the FinancialIntermediary and your salesperson to recommend thePortfolio over another investment. Ask your salespersonor visit your Financial Intermediary’s web site for moreinformation.

0%

5%

10%

‘14‘11 ‘12 ‘13‘102009

0.08% 0.03% 0.01% 0.01% 0.01% 0.01%

7

Government Securities Portfolio (Cont’d)

Morgan Stanley Institutional Liquidity Funds Prospectus

Portfolio Summary

Merrill Corp - MS MSILF Institutional Class Prospectus [Funds] 02-28-2015 ED [AUX] | pweakly | 26-Feb-15 17:07 | 15-1185-2.ba | Sequence: 7CHKSUM Content: 9333 Layout: 37500 Graphics: 16550 CLEAN

JOB: 15-1185-2 CYCLE#;BL#: 9; 0 TRIM: 8.25" x 10.75" AS: Merrill New York: 212-620-5600 COMPOSITECOLORS: Black, Black2, ~note-color 2 GRAPHICS: 1185-2 govt secr bar.eps V1.5

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ObjectiveThe Treasury Portfolio seeks preservation of capital, dailyliquidity and maximum current income.

Fees and ExpensesThe table below describes the expenses that you may payif you buy and hold Institutional Class shares of thePortfolio. The Portfolio does not charge any sales loads orother fees when you purchase or redeem shares.

Annual Portfolio Operating Expenses (expenses that youpay each year as a percentage of the value of your investment) Institutional ClassAdvisory Fee 0.15%Distribution and/or Shareholder Service (12b-1) Fee N/AOther Expenses 0.06%Total Annual Portfolio Operating Expenses* 0.21%Fee Waiver and/or Expense Reimbursement* 0.01%Total Annual Portfolio Operating Expenses After Fee Waiver and/or Expense Reimbursement* 0.20%

ExampleThe example below is intended to help you compare thecost of investing in the Portfolio’s Institutional Class withthe cost of investing in other mutual funds.

The example assumes that you invest $10,000 in thePortfolio’s Institutional Class, your investment has a 5%return each year and that the Portfolio’s operatingexpenses remain the same. Although your actual costsmay be higher or lower, based on these assumptions yourcosts would be:

1 Year 3 Years 5 Years 10 YearsInstitutional Class $20 $64 $113 $255

* The Portfolio’s “Adviser” and “Administrator,” Morgan StanleyInvestment Management Inc., has agreed to reduce itsadvisory fee, its administration fee and/or reimburse thePortfolio’s Institutional Class so that Total Annual PortfolioOperating Expenses, excluding certain investment relatedexpenses, taxes, interest and other extraordinary expenses(including litigation), will not exceed 0.20%. The fee waiversand/or expense reimbursements will continue for at least oneyear or until such time as the Fund’s Board of Trustees actsto discontinue all or a portion of such waivers and/orreimbursements when it deems such action is appropriate.

Principal Investment StrategiesThe Portfolio seeks to maintain a stable net asset value of$1.00 per share by investing exclusively in U.S. Treasuryobligations, which are backed by the full faith and creditof the United States, and repurchase agreements collater-alized by such securities.

Principal RisksThere can be no assurance that the Portfolio will achieveits investment objective. Although the Portfolio seeks topreserve the value of your investment at $1.00 per share,it is possible for an investor to lose money by investing inthe Portfolio. The risks of investing in the Portfolioinclude:

• Credit and Interest Rate Risk. Credit risk refers tothe possibility that the issuer or guarantor of a securi-ty will be unable to make interest payments and/orrepay the principal on its debt. Interest rate risk refersto fluctuations in the value of a debt security resultingfrom changes in the general level of interest rates. Thehistorically low interest rate environment increases therisk associated with rising interest rates. The Portfoliomay face a heightened level of risk, especially since theFederal Reserve Board has ended its quantitative eas-ing program and may begin to raise rates.

• Repurchase Agreements. Repurchase agreements aresubject to risks associated with the possibility ofdefault by the seller at a time when the collateral hasdeclined in value, or insolvency of the seller, whichmay affect the Portfolio’s right to control the collateraland result in certain costs and delays. Repurchaseagreements may involve a greater degree of credit riskthan investments in U.S. government securities.

• Money Market Fund Regulation. The SEC recentlyadopted changes to the rules that govern money mar-ket funds. These changes have a phase-in period rang-ing from mid-2015 (primarily for certain newdisclosure-related requirements) to the latter half of2016 (for the most significant changes, such as theimposition of a floating NAV and the possible impo-sition of redemption fees and/or the temporary sus-pension of redemption privileges if a fund’s portfolioliquidity falls below certain required minimum levelsbecause of market conditions or other factors).“Government money market funds,” which are mon-ey market funds that invest in cash, U.S. governmentsecurities, and/or repurchase agreements that are col-lateralized fully, will be exempt from the requirementto consider imposing a redemption fee or suspendingredemptions at certain liquidity levels. Governmentmoney market funds will also be exempt from therequirement to operate with a floating NAV and maycontinue to seek a stable NAV of $1.00 per share.While the industry is still assessing the impact of theserule changes, they may affect the investment strate-gies, performance, operating expenses and structure ofmoney market funds.

Shares of the Portfolio are not bank deposits and are notguaranteed or insured by the Federal Deposit InsuranceCorporation or any other government agency.

8

Treasury Portfolio

Merrill Corp - MS MSILF Institutional Class Prospectus [Funds] 02-28-2015 ED [AUX] | pweakly | 26-Feb-15 17:07 | 15-1185-2.ba | Sequence: 8CHKSUM Content: 56511 Layout: 28937 Graphics: No Graphics CLEAN

JOB: 15-1185-2 CYCLE#;BL#: 9; 0 TRIM: 8.25" x 10.75" AS: Merrill New York: 212-620-5600 COMPOSITECOLORS: Black, Black2, ~note-color 2 GRAPHICS: none V1.5

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Performance InformationThe bar chart and table below provide some indicationof the risks of investing in the Portfolio by showingchanges in the performance of the Portfolio’sInstitutional Class shares from year-to-year and by show-ing the average annual returns of the Portfolio’sInstitutional Class shares for the one, five and 10 yearperiods. The Portfolio’s past performance is not necessari-ly an indication of how the Portfolio will perform in thefuture. Updated performance information is availableonline at www.morganstanley.com/liquidity.

Annual Total Returns—Calendar Years

High Quarter 12/31/06 1.33%Low Quarter 12/31/11 0.00%

Average Annual Total Returns for the Periods EndedDecember 31, 2014 Past Past Past One Year Five Years Ten YearsTreasury Portfolio 0.03% 0.03% 1.47%

You may obtain the Portfolio’s 7-day current yield bycalling 1-888-378-1630.

Fund ManagementAdviser. Morgan Stanley Investment Management Inc.

Purchase and Sale of Portfolio SharesInstitutional Class shares of the Portfolio are available toinvestors who at the time of initial purchase make a min-imum investment of $10,000,000. You may not be sub-ject to the minimum investment requirement under

certain circumstances. For more information, please referto the section of this Prospectus entitled “ShareholderInformation—Minimum Investment Amount.”

Portfolio shares may be purchased or sold on any day theNew York Stock Exchange (“NYSE”) is open for businessdirectly from the Fund by mail (c/o Boston FinancialData Services, Inc., P.O. Box 219804, Kansas City,MO 64121-9804), by telephone (1-888-378-1630) orby contacting an authorized third-party, such as a broker-dealer or other financial intermediary that has enteredinto a selling agreement with the Portfolio’s“Distributor,” Morgan Stanley Distribution, Inc. (each a“Financial Intermediary”). You may purchase and redeemshares online through Morgan Stanley’s ClientLink serv-ice at www.morganstanley.com/liquidity, provided youhave a pre-established Internet trading account. For moreinformation, please refer to the sections of thisProspectus entitled “Shareholder Information—How toPurchase Shares” and “Shareholder Information—Howto Redeem Shares.”

Selected accounts that utilize the Portfolio as their sweepvehicle will be reviewed on each business day and shareswill automatically be purchased or sold to cover any cred-its or debits incurred that day.

Tax InformationThe Portfolio intends to make distributions that may betaxed as ordinary income or capital gains.

Payments to Broker-Dealers and OtherFinancial IntermediariesIf you purchase the Portfolio through a FinancialIntermediary (such as a bank), the Adviser and/or theDistributor may pay the Financial Intermediary for thesale of Portfolio shares and related services. These pay-ments, which may be significant in amount, may create aconflict of interest by influencing the FinancialIntermediary and your salesperson to recommend thePortfolio over another investment. Ask your salespersonor visit your Financial Intermediary’s web site for moreinformation.

0%

5%

10%

‘13 ‘14‘06 ‘11 ‘12‘10‘09‘072005 ‘08

3.15%

5.04% 4.93%

1.60%

0.07% 0.04% 0.01% 0.03% 0.03% 0.03%

9

Treasury Portfolio (Cont’d)

Morgan Stanley Institutional Liquidity Funds Prospectus

Portfolio Summary

Merrill Corp - MS MSILF Institutional Class Prospectus [Funds] 02-28-2015 ED [AUX] | pweakly | 26-Feb-15 17:07 | 15-1185-2.ba | Sequence: 9CHKSUM Content: 30769 Layout: 41682 Graphics: 12310 CLEAN

JOB: 15-1185-2 CYCLE#;BL#: 9; 0 TRIM: 8.25" x 10.75" AS: Merrill New York: 212-620-5600 COMPOSITECOLORS: Black, Black2, ~note-color 2 GRAPHICS: 1185-2 treas bar.eps V1.5

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ObjectiveThe Treasury Securities Portfolio seeks preservation of capital,daily liquidity and maximum current income.

Fees and ExpensesThe table below describes the expenses that you may payif you buy and hold Institutional Class shares of thePortfolio. The Portfolio does not charge any sales loads orother fees when you purchase or redeem shares.

Annual Portfolio Operating Expenses (expenses that youpay each year as a percentage of the value of your investment) Institutional ClassAdvisory Fee 0.15%Distribution and/or Shareholder Service (12b-1) Fee N/AOther Expenses 0.06%Total Annual Portfolio Operating Expenses* 0.21%Fee Waiver and/or Expense Reimbursement* 0.01%Total Annual Portfolio Operating Expenses After Fee Waiver and/or Expense Reimbursement* 0.20%

ExampleThe example below is intended to help you compare thecost of investing in the Portfolio’s Institutional Class withthe cost of investing in other mutual funds.

The example assumes that you invest $10,000 in thePortfolio’s Institutional Class, your investment has a 5%return each year and that the Portfolio’s operatingexpenses remain the same. Although your actual costsmay be higher or lower, based on these assumptions yourcosts would be:

1 Year 3 Years 5 Years 10 YearsInstitutional Class $20 $64 $113 $255

* The Portfolio’s “Adviser” and “Administrator,” Morgan StanleyInvestment Management Inc., has agreed to reduce itsadvisory fee, its administration fee and/or reimburse thePortfolio’s Institutional Class so that Total Annual PortfolioOperating Expenses, excluding certain investment relatedexpenses, taxes, interest and other extraordinary expenses(including litigation), will not exceed 0.20%. The fee waiversand/or expense reimbursements will continue for at least oneyear or until such time as the Fund’s Board of Trustees actsto discontinue all or a portion of such waivers and/orreimbursements when it deems such action is appropriate.

Principal Investment StrategiesThe Portfolio seeks to maintain a stable net asset value of$1.00 per share investing exclusively in U.S. Treasury

obligations, which are backed by the full faith and creditof the United States.

Principal RisksThere can be no assurance that the Portfolio will achieveits investment objective. Although the Portfolio seeks topreserve the value of your investment at $1.00 per share,it is possible for an investor to lose money by investing inthe Portfolio. The risks of investing in the Portfolioinclude:

• Credit and Interest Rate Risk. Credit risk refers tothe possibility that the issuer or guarantor of a securi-ty will be unable to make interest payments and/orrepay the principal on its debt. Interest rate risk refersto fluctuations in the value of a debt security resultingfrom changes in the general level of interest rates. Thehistorically low interest rate environment increases therisk associated with rising interest rates. The Portfoliomay face a heightened level of risk, especially since theFederal Reserve Board has ended its quantitative eas-ing program and may begin to raise rates.

• Money Market Fund Regulation. The SEC recentlyadopted changes to the rules that govern money mar-ket funds. These changes have a phase-in period rang-ing from mid-2015 (primarily for certain newdisclosure-related requirements) to the latter half of2016 (for the most significant changes, such as theimposition of a floating NAV and the possible impo-sition of redemption fees and/or the temporary sus-pension of redemption privileges if a fund’s portfolioliquidity falls below certain required minimum levelsbecause of market conditions or other factors).“Government money market funds,” which are mon-ey market funds that invest in cash, U.S. governmentsecurities, and/or repurchase agreements that are col-lateralized fully, will be exempt from the requirementto consider imposing a redemption fee or suspendingredemptions at certain liquidity levels. Governmentmoney market funds will also be exempt from therequirement to operate with a floating NAV and maycontinue to seek a stable NAV of $1.00 per share.While the industry is still assessing the impact of theserule changes, they may affect the investment strate-gies, performance, operating expenses and structure ofmoney market funds.

Shares of the Portfolio are not bank deposits and are notguaranteed or insured by the Federal Deposit InsuranceCorporation or any other government agency.

10

Treasury Securities Portfolio

Merrill Corp - MS MSILF Institutional Class Prospectus [Funds] 02-28-2015 ED [AUX] | pweakly | 26-Feb-15 17:07 | 15-1185-2.ba | Sequence: 10CHKSUM Content: 52025 Layout: 23474 Graphics: No Graphics CLEAN

JOB: 15-1185-2 CYCLE#;BL#: 9; 0 TRIM: 8.25" x 10.75" AS: Merrill New York: 212-620-5600 COMPOSITECOLORS: Black, Black2, ~note-color 2 GRAPHICS: none V1.5

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Performance InformationThe bar chart and table below provide some indicationof the risks of investing in the Portfolio by showingchanges in the performance of the Portfolio’sInstitutional Class shares from year-to-year and by show-ing the average annual returns of the Portfolio’sInstitutional Class shares for the one and five year peri-ods and since inception. The Portfolio’s past performanceis not necessarily an indication of how the Portfolio willperform in the future. Updated performance informationis available online at www.morganstanley.com/liquidity.

Annual Total Returns—Calendar Years

High Quarter 12/31/09 0.04%Low Quarter 6/30/10 0.00%

Average Annual Total Returns for the Periods EndedDecember 31, 2014 Since Past Past Inception One Year Five Years 10/07/08Treasury Securities Portfolio 0.01% 0.01% 0.02%

You may obtain the Portfolio’s 7-day current yield bycalling 1-888-378-1630.

Fund ManagementAdviser. Morgan Stanley Investment Management Inc.

Purchase and Sale of Portfolio SharesInstitutional Class shares of the Portfolio are available toinvestors who at the time of initial purchase make a minimum investment of $10,000,000. You may not be

subject to the minimum investment requirement undercertain circumstances. For more information, please referto the section of this Prospectus entitled “ShareholderInformation—Minimum Investment Amount.”

Portfolio shares may be purchased or sold on any day theNew York Stock Exchange (“NYSE”) is open for businessdirectly from the Fund by mail (c/o Boston FinancialData Services, Inc., P.O. Box 219804, Kansas City,MO 64121-9804), by telephone (1-888-378-1630) orby contacting an authorized third-party, such as a broker-dealer or other financial intermediary that has enteredinto a selling agreement with the Portfolio’s“Distributor,” Morgan Stanley Distribution, Inc. (each a“Financial Intermediary”). You may purchase and redeemshares online through Morgan Stanley’s ClientLink serv-ice at www.morganstanley.com/liquidity, provided youhave a pre-established Internet trading account. For moreinformation, please refer to the sections of thisProspectus entitled “Shareholder Information—How toPurchase Shares” and “Shareholder Information—Howto Redeem Shares.”

Selected accounts that utilize the Portfolio as their sweepvehicle will be reviewed on each business day and shareswill automatically be purchased or sold to cover any cred-its or debits incurred that day.

Tax InformationThe Portfolio intends to make distributions that may betaxed as ordinary income or capital gains.

Payments to Broker-Dealers and OtherFinancial IntermediariesIf you purchase the Portfolio through a FinancialIntermediary (such as a bank), the Adviser and/or theDistributor may pay the Financial Intermediary for thesale of Portfolio shares and related services. These pay-ments, which may be significant in amount, may create aconflict of interest by influencing the FinancialIntermediary and your salesperson to recommend thePortfolio over another investment. Ask your salespersonor visit your Financial Intermediary’s web site for moreinformation.

0%

5%

10%

‘13 ‘14‘11 ‘12‘102009

0.07% 0.01% 0.01% 0.01% 0.01% 0.01%

11

Treasury Securities Portfolio (Cont’d)

Morgan Stanley Institutional Liquidity Funds Prospectus

Portfolio Summary

Merrill Corp - MS MSILF Institutional Class Prospectus [Funds] 02-28-2015 ED [AUX] | pweakly | 26-Feb-15 17:07 | 15-1185-2.ba | Sequence: 11CHKSUM Content: 23733 Layout: 41509 Graphics: 19855 CLEAN

JOB: 15-1185-2 CYCLE#;BL#: 9; 0 TRIM: 8.25" x 10.75" AS: Merrill New York: 212-620-5600 COMPOSITECOLORS: Black, Black2, ~note-color 2 GRAPHICS: 1185-2 treas secr bar.eps V1.5

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ObjectiveThe Tax-Exempt Portfolio seeks to maximize current incomeexempt from federal income tax to the extent consistent withpreservation of capital and maintenance of liquidity.

Fees and ExpensesThe table below describes the expenses that you may payif you buy and hold Institutional Class shares of thePortfolio. The Portfolio does not charge any sales loads orother fees when you purchase or redeem shares.

Annual Portfolio Operating Expenses (expenses that youpay each year as a percentage of the value of your investment) Institutional ClassAdvisory Fee 0.15%Distribution and/or Shareholder Service (12b-1) Fee N/AOther Expenses 0.16%Total Annual Portfolio Operating Expenses* 0.31%Fee Waiver and/or Expense Reimbursement* 0.11%Total Annual Portfolio Operating Expenses After Fee Waiver and/or Expense Reimbursement* 0.20%

ExampleThe example below is intended to help you compare thecost of investing in the Portfolio’s Institutional Class withthe cost of investing in other mutual funds.

The example assumes that you invest $10,000 in thePortfolio’s Institutional Class, your investment has a 5%return each year and that the Portfolio’s operatingexpenses remain the same. Although your actual costsmay be higher or lower, based on these assumptions yourcosts would be:

1 Year 3 Years 5 Years 10 YearsInstitutional Class $20 $64 $113 $255

* The Portfolio’s “Adviser” and “Administrator,” Morgan StanleyInvestment Management Inc., has agreed to reduce itsadvisory fee, its administration fee and/or reimburse thePortfolio’s Institutional Class so that Total Annual PortfolioOperating Expenses, excluding certain investment relatedexpenses, taxes, interest and other extraordinary expenses(including litigation), will not exceed 0.20%. The fee waiversand/or expense reimbursements will continue for at least oneyear or until such time as the Fund’s Board of Trustees actsto discontinue all or a portion of such waivers and/orreimbursements when it deems such action is appropriate.

Principal Investment StrategiesThe Portfolio seeks to maintain a stable net asset value of$1.00 per share by investing at least 80% of its assets inhigh quality short-term municipal obligations, the inter-est of which is exempt from federal income taxes and is

not subject to the federal alternative minimum tax. Thispolicy is fundamental and may not be changed withoutshareholder approval. The Portfolio may also invest invariable and floating rate demand instruments, tenderoption bonds, custodial receipts and investments in otherinvestment companies, including money market funds.

The Portfolio may invest up to 20% of its assets in tax-able money market securities or in municipal obligationsthat pay interest income that may be subject to the alter-native minimum tax; however, it is currently intendedthat the Portfolio will be managed so that income gener-ated by the Portfolio will not be subject to the alternativeminimum tax. In addition, the Portfolio may temporari-ly invest more than 20% of its assets in taxable moneymarket securities for defensive purposes in attempting torespond to adverse market conditions.

Principal RisksThere can be no assurance that the Portfolio will achieveits investment objective. Although the Portfolio seeks topreserve the value of your investment at $1.00 per share,it is possible for an investor to lose money by investing inthe Portfolio. The risks of investing in the Portfolioinclude:

• Credit and Interest Rate Risk. Credit risk refers tothe possibility that the issuer or guarantor of a securi-ty will be unable to make interest payments and/orrepay the principal on its debt. Interest rate risk refersto fluctuations in the value of a debt security resultingfrom changes in the general level of interest rates. Thehistorically low interest rate environment increases therisk associated with rising interest rates. The Portfoliomay face a heightened level of risk, especially since theFederal Reserve Board has ended its quantitative eas-ing program and may begin to raise rates.

• Municipal Obligations. To the extent the Portfolioinvests in municipal obligations issued by state andlocal governments and their agencies, the Portfoliomay be susceptible to political, economic, regulatoryor other factors affecting issuers of these municipalobligations. To the extent that a Portfolio invests inmunicipal obligations of issuers in the same economicsector, it could be more sensitive to economic, businessor political developments which affect such sector.

• Money Market Fund Regulation. The SEC recentlyadopted changes to the rules that govern money mar-ket funds. These changes have a phase-in period rang-ing from mid-2015 (primarily for certain newdisclosure-related requirements) to the latter half of2016 (for the most significant changes, such as thepossible imposition of redemption fees and/or thetemporary suspension of redemption privileges if a

12

Tax-Exempt Portfolio

Merrill Corp - MS MSILF Institutional Class Prospectus [Funds] 02-28-2015 ED [AUX] | pweakly | 26-Feb-15 17:07 | 15-1185-2.ba | Sequence: 12CHKSUM Content: 32333 Layout: 2457 Graphics: No Graphics CLEAN

JOB: 15-1185-2 CYCLE#;BL#: 9; 0 TRIM: 8.25" x 10.75" AS: Merrill New York: 212-620-5600 COMPOSITECOLORS: Black, Black2, ~note-color 2 GRAPHICS: none V1.5

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fund’s portfolio liquidity falls below certain requiredminimum levels because of market conditions or otherfactors). While the industry is still assessing the impactof these rule changes, they may affect the investmentstrategies, performance, operating expenses and struc-ture of money market funds.

Shares of the Portfolio are not bank deposits and are notguaranteed or insured by the Federal Deposit InsuranceCorporation or any other government agency.

Performance InformationThe bar chart and table below provide some indicationof the risks of investing in the Portfolio by showingchanges in the performance of the Portfolio’sInstitutional Class shares from year-to-year and by show-ing the average annual returns of the Portfolio’sInstitutional Class shares for the one, five and 10 yearperiods and since inception. The Portfolio’s past perform-ance is not necessarily an indication of how the Portfoliowill perform in the future. Updated performance infor-mation is available online atwww.morganstanley.com/liquidity.

Annual Total Returns—Calendar Years

High Quarter 6/30/07 0.92%Low Quarter 3/31/14 0.00%

Average Annual Total Returns for the Periods EndedDecember 31, 2014 Past Past Past One Year Five Years Ten YearsTax-Exempt Portfolio 0.01% 0.04% 1.18%

You may obtain the Portfolio’s 7-day current yield bycalling 1-888-378-1630.

Fund ManagementAdviser. Morgan Stanley Investment Management Inc.

Purchase and Sale of Portfolio SharesInstitutional Class shares of the Portfolio are available toinvestors who at the time of initial purchase make a min-imum investment of $10,000,000. You may not be

subject to the minimum investment requirement undercertain circumstances. For more information, please referto the section of this Prospectus entitled “ShareholderInformation—Minimum Investment Amount.”

Portfolio shares may be purchased or sold on any day theNew York Stock Exchange (“NYSE”) is open for businessdirectly from the Fund by mail (c/o Boston FinancialData Services, Inc., P.O. Box 219804, Kansas City,MO 64121-9804), by telephone (1-888-378-1630) orby contacting an authorized third-party, such as a broker-dealer or other financial intermediary that has enteredinto a selling agreement with the Portfolio’s“Distributor,” Morgan Stanley Distribution, Inc. (each a“Financial Intermediary”). You may purchase and redeemshares online through Morgan Stanley’s ClientLink serv-ice at www.morganstanley.com/liquidity, provided youhave a pre-established Internet trading account. For moreinformation, please refer to the sections of thisProspectus entitled “Shareholder Information—How toPurchase Shares” and “Shareholder Information—Howto Redeem Shares.”

Selected accounts that utilize the Portfolio as their sweepvehicle will be reviewed on each business day and shareswill automatically be purchased or sold to cover any cred-its or debits incurred that day.

Tax InformationThe Portfolio intends to make distributions that are gen-erally not subject to federal income tax; however thePortfolio may distribute taxable dividends, including dis-tributions of short-term capital gains, and long-term cap-ital gains. In addition, interest on certain bonds may besubject to the federal alternative minimum tax. To theextent that the Portfolio’s distributions are derived frominterest on bonds that are not exempt from applicablestate and local taxes, such distributions will be subject tosuch state and local taxes.

Payments to Broker-Dealers and OtherFinancial IntermediariesIf you purchase the Portfolio through a FinancialIntermediary (such as a bank), the Adviser and/or theDistributor may pay the Financial Intermediary for thesale of Portfolio shares and related services. These pay-ments, which may be significant in amount, may create aconflict of interest by influencing the FinancialIntermediary and your salesperson to recommend thePortfolio over another investment. Ask your salespersonor visit your Financial Intermediary’s web site for moreinformation.

0%

5%

10%

‘13 ‘14‘06 ‘11 ‘12‘10‘09‘072005 ‘08

2.39%

3.38% 3.62%

2.03%

0.25% 0.12% 0.04% 0.02% 0.01% 0.01%

13

Tax-Exempt Portfolio (Cont’d)

Morgan Stanley Institutional Liquidity Funds Prospectus

Portfolio Summary

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JOB: 15-1185-2 CYCLE#;BL#: 9; 0 TRIM: 8.25" x 10.75" AS: Merrill New York: 212-620-5600 COMPOSITECOLORS: Black, Black2, ~note-color 2 GRAPHICS: 1185-2 tax exmt bar.eps V1.5

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Prime PortfolioObjectiveThe Prime Portfolio seeks preservation of capital, dailyliquidity and maximum current income.

ApproachThe Portfolio seeks to maintain a stable net assetvalue (“NAV”) of $1.00 per share by investing inliquid, high quality U.S. dollar-denominated moneymarket instruments of U.S. and foreign financialcorporations and U.S. non-financial corporations.The Portfolio also invests in obligations issued orguaranteed by the U.S. Government and its agenciesand instrumentalities. The Portfolio’s money marketinvestments may include commercial paper, corporatedebt obligations, debt obligations (includingcertificates of deposit and promissory notes) of U.S.banks or foreign banks, or of U.S. branches orsubsidiaries of foreign banks, or foreign branches ofU.S. banks (such as Yankee obligations), certificatesof deposit of savings banks and savings and loanorganizations, asset-backed securities, repurchaseagreements and municipal obligations.

ProcessThe Adviser follows a multi-pronged investmentprocess with respect to credit risk, interest rate riskand liquidity. Securities are reviewed on an ongoingbasis to maintain or improve creditworthiness takinginto consideration factors such as cash flow, assetquality, debt service coverage ratios and economicdevelopments. Additionally, exposure to guarantorsand liquidity providers is monitored separately as arethe various diversification requirements.

The Adviser actively manages the Portfolio’s assets inan attempt to reduce the risk of losing any principalinvestment as a result of credit or interest rate risks.The Portfolio’s assets are reviewed to maintain orimprove creditworthiness. In addition, federalregulations require money market funds to investonly in debt obligations of high quality andshort-term maturities.

Principal RisksThe Portfolio’s principal investment strategies aresubject to the following principal risks:

There is no assurance that the Portfolio will achieveits investment objective. Although the Portfolio seeks

to preserve the value of your investment at $1.00 pershare, it is possible for an investor to lose money byinvesting in the Portfolio. Shares of the Portfolio arenot bank deposits and are not insured or guaranteedby the Federal Deposit Insurance Corporation(“FDIC”) or any other government agency.

A principal risk of investing in the Portfolio isassociated with its debt obligation investments. Alldebt obligations, such as bonds, are subject to twotypes of risk: credit risk and interest rate risk. Creditrisk refers to the possibility that the issuer orguarantor of a security will be unable to makeinterest payments and/or repay the principal on itsdebt. Interest rate risk refers to fluctuations in thevalue of a debt security resulting from changes in thegeneral level of interest rates. When the general levelof interest rates goes up, the prices of most fixed-income securities go down. When the general level ofinterest rates goes down, the prices of most fixed-income securities go up. A low interest rateenvironment may prevent the Portfolio fromproviding a positive yield or paying Portfolioexpenses out of Portfolio assets and could impair thePortfolio’s ability to maintain a stable NAV. Thehistorically low interest rate environment increasesthe risk associated with rising interest rates. ThePortfolio may face a heightened level of risk,especially since the Federal Reserve Board has endedits quantitative easing program and may begin toraise rates.

Repurchase agreements are subject to additional risksassociated with the possibility of default by the sellerat a time when the collateral has declined in value, orinsolvency of the seller, which may affect thePortfolio’s right to control the collateral and result incertain costs and delays.

Asset-backed securities raise certain riskconsiderations, including prepayment risk and therisk of inadequate recovery on repossessed collateral.Because the Portfolio may concentrate its investmentsin bank securities, an adverse development in thebanking industry may affect the value of thePortfolio’s investments more than if the Portfolio’sinvestments were not so concentrated.

The Portfolio may invest in U.S. dollar-denominatedforeign securities and money market instruments.

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JOB: 15-1185-2 CYCLE#;BL#: 9; 0 TRIM: 8.25" x 10.75" AS: Merrill New York: 212-620-5600 COMPOSITECOLORS: Black, ~note-color 2 GRAPHICS: none V1.5

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Although the Portfolio will invest in these securitiesonly if the Adviser determines they are of comparablequality to the Portfolio’s U.S. investments, investingin securities of foreign issuers involves someadditional risks. These risks may include thepossibility of adverse political, economic or otherdevelopments affecting the issuers of these securities.

To the extent the Portfolio invests in municipalobligations issued by state and local governments andtheir agencies, the Portfolio may be susceptible topolitical, economic, regulatory or other factorsaffecting issuers of these municipal obligations.

The SEC recently adopted changes to the rules thatgovern money market funds. These changes have a

phase-in period ranging from mid-2015 (primarilyfor certain new disclosure-related requirements) tothe latter half of 2016 (for the most significantchanges, such as the imposition of a floating NAVand the possible imposition of redemption feesand/or the temporary suspension of redemptionprivileges if a fund’s portfolio liquidity falls belowcertain required minimum levels because of marketconditions or other factors). While the industry isstill assessing the impact of these rule changes, theymay affect the investment strategies, performance,operating expenses and structure of money marketfunds.

Morgan Stanley Institutional Liquidity Funds Prospectus

Details of the Portfolios

Merrill Corp - MS MSILF Institutional Class Prospectus [Funds] 02-28-2015 ED [AUX] | pweakly | 26-Feb-15 17:07 | 15-1185-2.ca | Sequence: 2CHKSUM Content: 50727 Layout: 37341 Graphics: No Graphics CLEAN

JOB: 15-1185-2 CYCLE#;BL#: 9; 0 TRIM: 8.25" x 10.75" AS: Merrill New York: 212-620-5600 COMPOSITECOLORS: Black, ~note-color 2 GRAPHICS: none V1.5

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Government PortfolioObjectiveThe Government Portfolio seeks preservation of capital,daily liquidity and maximum current income.

ApproachThe Portfolio seeks to maintain a stable NAV of$1.00 per share by investing exclusively in obligationsissued or guaranteed by the U.S. Government and itsagencies and instrumentalities and in repurchaseagreements collateralized by such securities. ThePortfolio may change its principal investmentstrategies; however you would be notified of anychanges.

The U.S. government securities that the Portfoliomay purchase include:

• U.S. treasury bills, notes and bonds, all of whichare direct obligations of the U.S. Government.

• Securities issued by agencies and instrumentalitiesof the U.S. Government which are backed by thefull faith and credit of the United States. Amongthe agencies and instrumentalities issuing theseobligations are the Government NationalMortgage Association (“Ginnie Mae”) and theFederal Housing Administration.

• Securities issued by agencies and instrumentalitieswhich are not backed by the full faith and credit ofthe United States, but whose issuing agency orinstrumentality has the right to borrow, to meet itsobligations, from the U.S. Treasury. Among theseagencies and instrumentalities are the FederalNational Mortgage Association (“Fannie Mae”),the Federal Home Loan Mortgage Corporation(“Freddie Mac”) and the Federal Home LoanBanks.

• Securities issued by agencies and instrumentalitieswhich are backed solely by the credit of theissuing agency or instrumentality. Among theseagencies and instrumentalities is the Federal FarmCredit System.

ProcessThe Adviser follows an investment process that seeksto select maturities based on the shape of the moneymarket yield curve and based on the expectations asto future shifts in the level and shape of the curve,

taking into consideration such factors as currentshort-term interest rates, Federal Reserve policyregarding interest rates and U.S. economic activity.

The Adviser actively manages the Portfolio’s assets inan attempt to reduce the risk of losing any principalinvestment as a result of credit or interest rate risks.The Portfolio’s assets are reviewed to maintain orimprove creditworthiness. In addition, federalregulations require money market funds to investonly in debt obligations of high quality and short-term maturities.

Principal RisksThe Portfolio’s principal investment strategies aresubject to the following principal risks:

There is no assurance that the Portfolio will achieveits investment objective. Although the Portfolio seeksto preserve the value of your investment at $1.00 pershare, it is possible for an investor to lose money byinvesting in the Portfolio. Shares of the Portfolio arenot bank deposits and are not insured or guaranteedby the FDIC or any other government agency.

A principal risk of investing in the Portfolio isassociated with its debt obligation investments. Alldebt obligations, such as bonds, are subject to twotypes of risk: credit risk and interest rate risk. Creditrisk refers to the possibility that the issuer orguarantor of a security will be unable to makeinterest payments and/or repay the principal on itsdebt. Interest rate risk refers to fluctuations in thevalue of a debt security resulting from changes in thegeneral level of interest rates. When the general levelof interest rates goes up, the prices of most fixed-income securities go down. When the general level ofinterest rates goes down, the prices of most fixed-income securities go up. A low interest rateenvironment may prevent the Portfolio fromproviding a positive yield or paying Portfolioexpenses out of Portfolio assets and could impair thePortfolio’s ability to maintain a stable NAV. Thehistorically low interest rate environment increasesthe risk associated with rising interest rates. ThePortfolio may face a heightened level of risk,especially since the Federal Reserve Board has endedits quantitative easing program and may begin toraise rates.

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JOB: 15-1185-2 CYCLE#;BL#: 9; 0 TRIM: 8.25" x 10.75" AS: Merrill New York: 212-620-5600 COMPOSITECOLORS: Black, ~note-color 2 GRAPHICS: none V1.5

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The Portfolio may purchase U.S. governmentsecurities that are not backed by the full faith andcredit of the United States. With respect to theseU.S. government securities, there is the risk that theU.S. Government will not provide financial supportto such U.S. government agencies, instrumentalitiesor sponsored enterprises if it is not obligated to do soby law. The maximum potential liability of the issuersof some U.S. government securities held by thePortfolio may greatly exceed their current resources,including their legal right to support from the U.S.Treasury. It is possible that these issuers will not havethe funds to meet their payment obligations in thefuture.

Repurchase agreements are subject to additional risksassociated with the possibility of default by the sellerat a time when the collateral has declined in value, orinsolvency of the seller, which may affect thePortfolio’s right to control the collateral and result incertain costs and delays.

The SEC recently adopted changes to the rules thatgovern money market funds. These changes have a

phase-in period ranging from mid-2015 (primarilyfor certain new disclosure-related requirements) tothe latter half of 2016 (for the most significantchanges, such as the imposition of a floating NAVand the possible imposition of redemption feesand/or the temporary suspension of redemptionprivileges if a fund’s portfolio liquidity falls belowcertain required minimum levels because of marketconditions or other factors). “Government moneymarket funds,” which are money market funds thatinvest in cash, U.S. government securities, and/orrepurchase agreements that are collateralized fully,will be exempt from the requirement to considerimposing a redemption fee or suspendingredemptions at certain liquidity levels. Governmentmoney market funds will also be exempt from therequirement to operate with a floating NAV and maycontinue to seek a stable NAV of $1.00 per share.While the industry is still assessing the impact ofthese rule changes, they may affect the investmentstrategies, performance, operating expenses andstructure of money market funds.

Morgan Stanley Institutional Liquidity Funds Prospectus

Details of the Portfolios

Merrill Corp - MS MSILF Institutional Class Prospectus [Funds] 02-28-2015 ED [AUX] | pweakly | 26-Feb-15 17:07 | 15-1185-2.ca | Sequence: 4CHKSUM Content: 56691 Layout: 14164 Graphics: No Graphics CLEAN

JOB: 15-1185-2 CYCLE#;BL#: 9; 0 TRIM: 8.25" x 10.75" AS: Merrill New York: 212-620-5600 COMPOSITECOLORS: Black, ~note-color 2 GRAPHICS: none V1.5

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Government Securities PortfolioObjectiveThe Government Securities Portfolio seeks preservationof capital, daily liquidity and maximum currentincome.

ApproachThe Portfolio seeks to maintain a stable NAV of$1.00 per share by investing substantially all of itsassets in U.S. Treasury obligations and certain U.S.government securities, the interest from which isgenerally exempt from state income taxation. Thesesecurities may include those issued or guaranteedeither by the U.S. Treasury or certain agencies,authorities or instrumentalities of the U.S.Government. The Portfolio may change its principalinvestment strategies; however you would be notifiedof any changes. The Portfolio may also invest inrepurchase agreements, however, under normalcircumstances it does not intend to do so.

Shareholders should consult their individual taxadviser to determine whether the Portfolio’sdistributions derived from interest on the Treasuryobligations and U.S. government securities referredto above are exempt from state taxation in their ownstate.

ProcessThe Adviser follows an investment process that seeksto select maturities based on the shape of the moneymarket yield curve and based on the expectations asto future shifts in the level and shape of the curve,taking into consideration such factors as currentshort-term interest rates, Federal Reserve policyregarding interest rates and U.S. economic activity.

The Adviser actively manages the Portfolio’s assets inan attempt to reduce the risk of losing any principalinvestment as a result of credit or interest rate risks.The Portfolio’s assets are reviewed to maintain orimprove creditworthiness. In addition, federalregulations require money market funds to investonly in debt obligations of high quality and short-term maturities.

Principal RisksThe Portfolio’s principal investment strategies aresubject to the following principal risks:

There is no assurance that the Portfolio will achieveits investment objective. Although the Portfolio seeks

to preserve the value of your investment at $1.00 pershare, it is possible for an investor to lose money byinvesting in the Portfolio. Shares of the Portfolio arenot bank deposits and are not insured or guaranteedby the FDIC or any other government agency.

A principal risk of investing in the Portfolio isassociated with its debt obligation investments. Alldebt obligations, such as bonds, are subject to twotypes of risk: credit risk and interest rate risk. Creditrisk refers to the possibility that the issuer orguarantor of a security will be unable to makeinterest payments and/or repay the principal on itsdebt. Interest rate risk refers to fluctuations in thevalue of a debt security resulting from changes in thegeneral level of interest rates. When the general levelof interest rates goes up, the prices of most fixed-income securities go down. When the general level ofinterest rates goes down, the prices of most fixed-income securities go up. A low interest rateenvironment may prevent the Portfolio fromproviding a positive yield or paying Portfolioexpenses out of Portfolio assets and could impair thePortfolio’s ability to maintain a stable NAV. Thehistorically low interest rate environment increasesthe risk associated with rising interest rates. ThePortfolio may face a heightened level of risk,especially since the Federal Reserve Board has endedits quantitative easing program and may begin toraise rates.

Repurchase agreements are subject to additional risksassociated with the possibility of default by the sellerat a time when the collateral has declined in value, orinsolvency of the seller, which may affect thePortfolio’s right to control the collateral and result incertain costs and delays.

The SEC recently adopted changes to the rules thatgovern money market funds. These changes have aphase-in period ranging from mid-2015 (primarilyfor certain new disclosure-related requirements) tothe latter half of 2016 (for the most significantchanges, such as the imposition of a floating NAVand the possible imposition of redemption feesand/or the temporary suspension of redemptionprivileges if a fund’s portfolio liquidity falls belowcertain required minimum levels because of marketconditions or other factors). “Government moneymarket funds,” which are money market funds thatinvest in cash, U.S. government securities, and/or

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JOB: 15-1185-2 CYCLE#;BL#: 9; 0 TRIM: 8.25" x 10.75" AS: Merrill New York: 212-620-5600 COMPOSITECOLORS: Black, ~note-color 2 GRAPHICS: none V1.5

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repurchase agreements that are collateralized fully,will be exempt from the requirement to considerimposing a redemption fee or suspendingredemptions at certain liquidity levels. Governmentmoney market funds will also be exempt from therequirement to operate with a floating NAV and maycontinue to seek a stable NAV of $1.00 per share.While the industry is still assessing the impact ofthese rule changes, they may affect the investmentstrategies, performance, operating expenses andstructure of money market funds.

Morgan Stanley Institutional Liquidity Funds Prospectus

Details of the Portfolios

Merrill Corp - MS MSILF Institutional Class Prospectus [Funds] 02-28-2015 ED [AUX] | pweakly | 26-Feb-15 17:07 | 15-1185-2.ca | Sequence: 6CHKSUM Content: 12906 Layout: 10027 Graphics: No Graphics CLEAN

JOB: 15-1185-2 CYCLE#;BL#: 9; 0 TRIM: 8.25" x 10.75" AS: Merrill New York: 212-620-5600 COMPOSITECOLORS: Black, ~note-color 2 GRAPHICS: none V1.5

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Treasury PortfolioObjectiveThe Treasury Portfolio seeks preservation of capital,daily liquidity and maximum current income.

ApproachThe Portfolio seeks to maintain a stable NAV of$1.00 per share by investing exclusively in U.S.Treasury obligations, which are backed by the fullfaith and credit of the United States, and repurchaseagreements collateralized by such securities. ThePortfolio may change its principal investmentstrategies; however you would be notified of anychanges.

ProcessThe Adviser follows an investment process that seeksto select maturities based on the shape of the moneymarket yield curve and based on the expectations asto future shifts in the level and shape of the curve,taking into consideration such factors as currentshort-term interest rates, Federal Reserve policyregarding interest rates and U.S. economic activity.

The Adviser actively manages the Portfolio’s assets inan attempt to reduce the risk of losing any principalinvestment as a result of credit or interest rate risks.The Portfolio’s assets are reviewed to maintain orimprove creditworthiness. In addition, federalregulations require money market funds to investonly in debt obligations of high quality and short-term maturities.

Principal RisksThe Portfolio’s principal investment strategies aresubject to the following principal risks:

There is no assurance that the Portfolio will achieveits investment objective. Although the Portfolio seeksto preserve the value of your investment at $1.00 pershare, it is possible for an investor to lose money byinvesting in the Portfolio. Shares of the Portfolio arenot bank deposits and are not insured or guaranteedby the FDIC or any other government agency.

A principal risk of investing in the Portfolio isassociated with its debt obligation investments. All

debt obligations, such as bonds, are subject to twotypes of risk: credit risk and interest rate risk. Creditrisk refers to the possibility that the issuer orguarantor of a security will be unable to makeinterest payments and/or repay the principal on itsdebt. Interest rate risk refers to fluctuations in thevalue of a debt security resulting from changes in thegeneral level of interest rates. When the general levelof interest rates goes up, the prices of most fixed-income securities go down. When the general level ofinterest rates goes down, the prices of most fixed-income securities go up. A low interest rateenvironment may prevent the Portfolio fromproviding a positive yield or paying Portfolioexpenses out of Portfolio assets and could impair thePortfolio’s ability to maintain a stable NAV. Thehistorically low interest rate environment increasesthe risk associated with rising interest rates. ThePortfolio may face a heightened level of risk,especially since the Federal Reserve Board has endedits quantitative easing program and may begin toraise rates.

Repurchase agreements are subject to additional risksassociated with the possibility of default by the sellerat a time when the collateral has declined in value, orinsolvency of the seller, which may affect thePortfolio’s right to control the collateral and result incertain costs and delays.

The SEC recently adopted changes to the rules thatgovern money market funds. These changes have aphase-in period ranging from mid-2015 (primarilyfor certain new disclosure-related requirements) tothe latter half of 2016 (for the most significantchanges, such as the imposition of a floating NAVand the possible imposition of redemption feesand/or the temporary suspension of redemptionprivileges if a fund’s portfolio liquidity falls belowcertain required minimum levels because of marketconditions or other factors). “Government moneymarket funds,” which are money market funds thatinvest in cash, U.S. government securities, and/orrepurchase agreements that are collateralized fully,will be exempt from the requirement to considerimposing a redemption fee or suspending

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JOB: 15-1185-2 CYCLE#;BL#: 9; 0 TRIM: 8.25" x 10.75" AS: Merrill New York: 212-620-5600 COMPOSITECOLORS: Black, ~note-color 2 GRAPHICS: none V1.5

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redemptions at certain levels of liquidity.Government money market funds will also beexempt from the requirement to operate with afloating NAV and may continue to seek a stableNAV of $1.00 per share. While the industry is stillassessing the impact of these rule changes, they mayaffect the investment strategies, performance,operating expenses and structure of money marketfunds.

Morgan Stanley Institutional Liquidity Funds Prospectus

Details of the Portfolios

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JOB: 15-1185-2 CYCLE#;BL#: 9; 0 TRIM: 8.25" x 10.75" AS: Merrill New York: 212-620-5600 COMPOSITECOLORS: Black, ~note-color 2 GRAPHICS: none V1.5

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Treasury Securities PortfolioObjectiveThe Treasury Securities Portfolio seeks preservation ofcapital, daily liquidity and maximum current income.

ApproachThe Portfolio seeks to maintain a stable NAV of$1.00 per share by investing exclusively in U.S.Treasury obligations. Such obligations are backed bythe full faith and credit of the United States. ThePortfolio may change its principal investmentstrategies; however you would be notified of anychanges.

ProcessThe Adviser follows an investment process that seeksto select maturities based on the shape of the moneymarket yield curve and based on the expectations asto future shifts in the level and shape of the curve,taking into consideration such factors as currentshort-term interest rates, Federal Reserve policyregarding interest rates and U.S. economic activity.

The Adviser actively manages the Portfolio’s assets inan attempt to reduce the risk of losing any principalinvestment as a result of credit or interest rate risks.The Portfolio’s assets are reviewed to maintain orimprove creditworthiness. In addition, federalregulations require money market funds to investonly in debt obligations of high quality and short-term maturities.

Principal RisksThe Portfolio’s principal investment strategies aresubject to the following principal risks:

There is no assurance that the Portfolio will achieveits investment objective. Although the Portfolio seeksto preserve the value of your investment at $1.00 pershare, it is possible for an investor to lose money byinvesting in the Portfolio. Shares of the Portfolio arenot bank deposits and are not insured or guaranteedby the FDIC or any other government agency.

A principal risk of investing in the Portfolio isassociated with its debt obligation investments. Alldebt obligations, such as bonds, are subject to twotypes of risk: credit risk and interest rate risk. Credit

risk refers to the possibility that the issuer orguarantor of a security will be unable to makeinterest payments and/or repay the principal on itsdebt. Interest rate risk refers to fluctuations in thevalue of a debt security resulting from changes in thegeneral level of interest rates. When the general levelof interest rates goes up, the prices of most fixed-income securities go down. When the general level ofinterest rates goes down, the prices of most fixed-income securities go up. A low interest rateenvironment may prevent the Portfolio fromproviding a positive yield or paying Portfolioexpenses out of Portfolio assets and could impair thePortfolio’s ability to maintain a stable NAV. Thehistorically low interest rate environment increasesthe risk associated with rising interest rates. ThePortfolio may face a heightened level of risk,especially since the Federal Reserve Board has endedits quantitative easing program and may begin toraise rates.

The SEC recently adopted changes to the rules thatgovern money market funds. These changes have aphase-in period ranging from mid-2015 (primarilyfor certain new disclosure-related requirements) tothe latter half of 2016 (for the most significantchanges, such as the imposition of a floating NAVand the possible imposition of redemption feesand/or the temporary suspension of redemptionprivileges if a fund’s portfolio liquidity falls belowcertain required minimum levels because of marketconditions or other factors). “Government moneymarket funds,” which are money market funds thatinvest in cash, U.S. government securities, and/orrepurchase agreements that are collateralized fully,will be exempt from the requirement to considerimposing a redemption fee or suspendingredemptions at certain liquidity levels. Governmentmoney market funds will also be exempt from therequirement to operate with a floating NAV and maycontinue to seek a stable NAV of $1.00 per share.While the industry is still assessing the impact ofthese rule changes, they may affect the investmentstrategies, performance, operating expenses andstructure of money market funds.

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JOB: 15-1185-2 CYCLE#;BL#: 9; 0 TRIM: 8.25" x 10.75" AS: Merrill New York: 212-620-5600 COMPOSITECOLORS: Black, ~note-color 2 GRAPHICS: none V1.5

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Tax-Exempt PortfolioObjectiveThe Tax-Exempt Portfolio seeks to maximize currentincome exempt from federal income tax to the extentconsistent with preservation of capital andmaintenance of liquidity.

ApproachThe Portfolio seeks to maintain a stable NAV of$1.00 per share by investing at least 80% of its assetsin high quality short-term municipal obligations, theinterest of which is exempt from federal income taxesand is not subject to the federal alternative minimumtax. This policy is fundamental and may not bechanged without shareholder approval. Municipalobligations are securities issued by state and localgovernments and their agencies and typically areeither general obligation or revenue bonds, notes orcommercial paper. General obligation securities aresecured by the issuer’s full faith and credit includingits taxing power for payment of principal andinterest. Revenue bonds, however, are generallypayable from a specific revenue source. They areissued for a wide variety of projects such as financingpublic utilities, hospitals, housing, airports, highwaysand educational facilities. Included within therevenue bonds category are participations in leaseobligations and installment purchase contracts ofmunicipalities. Additionally, the Portfolio’sinvestments may include variable and floating ratedemand instruments, tender option bonds, custodialreceipts and investments in other investmentcompanies, including money market funds.

The Portfolio may invest up to 20% of its assets intaxable money market securities or in municipalobligations that pay interest income that may besubject to the alternative minimum tax. However, itis currently intended that the Portfolio will bemanaged so that income generated by the Portfoliowill not be subject to the alternative minimum tax.

While at least 80% of the Portfolio’s assets typicallywill be invested in municipal obligations, the interestof which is exempt from federal income taxes and isnot subject to the federal alternative minimum tax,the Portfolio may temporarily invest more than 20%of its assets in taxable money market securities fordefensive purposes in attempting to respond toadverse market conditions.

ProcessThe Adviser follows a multi-pronged investmentprocess with respect to credit risk, interest rate riskand liquidity. Securities are reviewed on an ongoingbasis taking into consideration factors such aseconomic developments, budgetary trends, cash flow,debt service coverage ratios and tax-law changes.Exposure to guarantors and liquidity providers ismonitored separately. Weighted average maturity isshifted in response to expectations as to the futurecourse of money market interest rates, the shape ofthe money market yield curve and the Portfolio’srecent cash flow experience.

The Adviser actively manages the Portfolio’s assets inan attempt to reduce the risk of losing any principalinvestment as a result of credit or interest rate risks.The Portfolio’s assets are reviewed to maintain orimprove creditworthiness. In addition, federalregulations require money market funds to investonly in debt obligations of high quality and short-term maturities.

Principal RisksThe Portfolio’s principal investment strategies aresubject to the following principal risks:

There is no assurance that the Portfolio will achieveits investment objective. Although the Portfolio seeksto preserve the value of your investment at $1.00 pershare, it is possible for an investor to lose money byinvesting in the Portfolio. Shares of the Portfolio arenot bank deposits and are not insured or guaranteedby the FDIC or any other government agency.

A principal risk of investing in the Portfolio isassociated with its debt obligation investments. Alldebt obligations, such as bonds, are subject to twotypes of risk: credit risk and interest rate risk. Creditrisk refers to the possibility that the issuer orguarantor of a security will be unable to makeinterest payments and/or repay the principal on itsdebt. In the case of revenue bonds, for example,credit risk is the possibility that the user fees from aproject or other specified revenue sources areinsufficient to meet interest and/or principal paymentobligations. The Portfolio is subject to added creditrisk if it concentrates its investments in a singleeconomic sector, which could be effected by

Morgan Stanley Institutional Liquidity Funds Prospectus

Details of the Portfolios

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economic, business or political developments whichmight affect all municipal obligations in thatparticular economic sector. Interest rate risk refers tofluctuations in the value of a debt security resultingfrom changes in the general level of interest rates.When the general level of interest rates goes up, theprices of most fixed-income securities go down.When the general level of interest rates goes down,the prices of most fixed-income securities go up. Alow interest rate environment may prevent thePortfolio from providing a positive yield or payingPortfolio expenses out of Portfolio assets and couldimpair the Portfolio’s ability to maintain a stableNAV. The historically low interest rate environmentincreases the risk associated with rising interest rates.The Portfolio may face a heightened level of risk,especially since the Federal Reserve Board has endedits quantitative easing program and may begin toraise rates.

To the extent the Portfolio invests in municipalobligations issued by state and local governments andtheir agencies, the Portfolio may be susceptible topolitical, economic, regulatory or other factorsaffecting issuers of these municipal obligations.

The SEC recently adopted changes to the rules thatgovern money market funds. These changes have aphase-in period ranging from mid-2015 (primarilyfor certain new disclosure-related requirements) tothe latter half of 2016 (for the most significantchanges, such as the possible imposition ofredemption fees and/or the temporary suspension ofredemption privileges if a fund’s portfolio liquidityfalls below certain required minimum levels becauseof market conditions or other factors). While theindustry is still assessing the impact of these rulechanges, they may affect the investment strategies,performance, operating expenses and structure ofmoney market funds once implemented.

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Bank ObligationsBank obligations include certificates of deposit,commercial paper, unsecured bank promissory notes,bankers’ acceptances, time deposits and other debtobligations. Certain Portfolios may invest in obligationsissued or backed by U.S. banks when a bank has morethan $1 billion in total assets at the time of purchase oris a branch or subsidiary of such a bank. In addition,certain Portfolios may invest in U.S. dollar-denominatedobligations issued or guaranteed by foreign banks thathave more than $1 billion in total assets at the time ofpurchase, U.S. branches or subsidiaries of such foreignbanks (Yankee obligations), foreign branches of suchforeign banks and foreign branches of U.S. banks havingmore than $1 billion in total assets at the time ofpurchase. Bank obligations may be general obligations ofthe parent bank or may be limited to the issuing branchby the terms of the specific obligation or by U.S.government regulation.

If a Portfolio invests more than 25% of its total assets inbank obligations (whether foreign or domestic), it maybe especially affected by favorable and adversedevelopments in or related to the banking industry. Theactivities of U.S. and most foreign banks are subject tocomprehensive regulations, which, in the case of U.S.regulations, have undergone substantial changes in thepast decade. The enactment of new legislation orregulations, as well as changes in interpretation andenforcement of current laws, may affect the manner ofoperations and profitability of domestic and foreignbanks. Significant developments in the U.S. bankingindustry have included increased competition from othertypes of financial institutions, increased acquisitionactivity and geographic expansion. Banks may beparticularly susceptible to certain economic factors, suchas interest rate changes and adverse developments in thereal estate markets. Fiscal and monetary policy andgeneral economic cycles can affect the availability andcost of funds, loan demand and asset quality and therebyimpact the earnings and financial conditions of banks.Obligations of foreign banks, including Yankeeobligations, are subject to the same risks that pertain todomestic issuers, notably credit risk and market risk, butare also subject to certain additional risks such as adverseforeign political and economic developments, the extentand quality of foreign government regulation of thefinancial markets and institutions, foreign withholdingtaxes and other sovereign action such as nationalizationor expropriation.

U.S. Government SecuritiesThe U.S. government securities that certain Portfoliosmay purchase include U.S. Treasury bills, notes and

bonds, all of which are direct obligations of the U.S.Government. In addition, certain Portfolios maypurchase securities issued or guaranteed by agencies andinstrumentalities of the U.S. Government which arebacked by the full faith and credit of the United States.Among the agencies and instrumentalities issuing theseobligations are Ginnie Mae and the Federal HousingAdministration. Certain of the Portfolios may alsopurchase securities issued by agencies andinstrumentalities which are not backed by the full faithand credit of the United States, but whose issuingagency or instrumentality has the right to borrow, tomeet its obligations, from the U.S. Treasury. Amongthese agencies and instrumentalities are Fannie Mae,Freddie Mac and the Federal Home Loan Banks. InSeptember 2008, the U.S. Treasury Departmentannounced that the U.S. Government would be takingover Fannie Mae and Freddie Mac and placing thecompanies into a conservatorship. In addition, the U.S.Treasury announced additional steps that it intended totake with respect to the debt and mortgage-backedsecurities issued by Fannie Mae and Freddie Mac inorder to support the conservatorship. Fannie Mae andFreddie Mac are continuing to operate as goingconcerns while in conservatorship and each remainsliable for all of its respective obligations, including itsguaranty obligations, associated with its mortgage-backed securities. No assurance can be given that theseinitiatives will be successful. Further, certain Portfoliosmay purchase securities issued by agencies andinstrumentalities which are backed solely by the credit ofthe issuing agency or instrumentality. Among theseagencies and instrumentalities is the Federal Farm CreditSystem. Because these securities are not backed by thefull faith and credit of the United States, there is a riskthat the U.S. Government will not provide financialsupport to these agencies if it is not obligated to do soby law. The maximum potential liability of the issuers ofsome U.S. government securities held by a Portfolio maygreatly exceed their current resources, including theirlegal right to support from the U.S. Treasury. It ispossible that these issuers will not have the funds to meettheir payment obligations in the future. The interestfrom U.S. government securities generally is not subjectto state and local taxation.

Foreign SecuritiesCertain Portfolios may invest in U.S. dollar-denominated securities issued by foreign governmentalor corporate issuers, including Eurodollar and Yankeeobligations. While these securities are subject to thesame type of risks that pertain to domestic issuers,namely credit risk and interest rate risk, they are also

This section discussesadditional informationrelating to thePortfolios’ investmentstrategies, other typesof investments that thePortfolios may makeand related risk factors.The Portfolios’investment practicesand limitations are alsodescribed in moredetail in the Statementof AdditionalInformation (“SAI”),which is incorporatedby reference and legallyis a part of thisProspectus. For detailson how to obtain acopy of the SAI andother reports andinformation, see theback cover of thisProspectus.

Morgan Stanley Institutional Liquidity Funds Prospectus

Additional Information about the Portfolios’ Investment Strategies and Related Risks

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subject to other additional risks. Foreign issuers generallyare subject to different accounting, auditing andfinancial reporting standards than U.S. issuers. Theremay be less information available to the public aboutforeign issuers. Securities of foreign issuers can be lessliquid and experience greater price movements. In someforeign countries, there is also the risk of governmentexpropriation, excessive taxation, political or socialinstability, the imposition of currency controls, ordiplomatic developments that could affect a Portfolio’sinvestment. There also can be difficulty obtaining andenforcing judgments against issuers in foreign countries.

Foreign stock exchanges, broker-dealers, and listedissuers may be subject to less government regulation andoversight.

Custodial ReceiptsCertain Portfolios may invest in custodial receiptsrepresenting interests in U.S. government securities,municipal obligations or other debt instruments held bya custodian or trustee. Custodial receipts evidenceownership of future interest payments, principalpayments or both on notes or bonds issued orguaranteed as to principal or interest by the U.S.Government, its agencies, instrumentalities, politicalsubdivisions or authorities, or by a state or localgovernmental body or authority, or by other types ofissuers. For certain securities law purposes, custodialreceipts are not considered obligations of the underlyingissuers. In addition, if for tax purposes a Portfolio is notconsidered to be the owner of the underlying securitiesheld in the custodial account, the Portfolio may sufferadverse tax consequences. As a holder of custodialreceipts, a Portfolio will bear its proportionate share ofthe fees and expenses charged to the custodial account.

Tender Option BondsA tender option bond is a municipal obligation(generally held pursuant to a custodial arrangement)having a relatively long maturity and bearing interest ata fixed rate substantially higher than prevailing short-term, tax-exempt rates. The bond is typically issued inconjunction with the agreement of a third-party, such asa bank, broker-dealer or other financial institution,pursuant to which the institution grants the securityholder the option, at periodic intervals, to tender itssecurities to the institution. As consideration forproviding the option, the financial institution receivesperiodic fees equal to the difference between the bond’sfixed coupon rate and the rate, as determined by aremarketing or similar agent, that would cause thesecurities, coupled with the tender option, to trade atpar on the date of such determination. Thus, after

payment of this fee, the security holder effectively holdsa demand obligation that bears interest at the prevailingshort-term, tax-exempt rate. An institution will normallynot be obligated to accept tendered bonds in the eventof certain defaults or significant downgrading in thecredit rating assigned to the issuer of the bond. Thetender option will be taken into account in determiningthe maturity of the tender option bonds and a Portfolio’saverage portfolio maturity. There is a risk that a Portfoliowill not be considered the owner of a tender optionbond for federal income tax purposes, and thus will notbe entitled to treat such interest as exempt from federalincome tax. Certain tender option bonds may be illiquidor may become illiquid as a result of a credit ratingdowngrade, a payment default or a disqualification fromtax-exempt status. Additionally, the Dodd-Frank Act,including the Volcker Rule, among other regulatorychanges, may affect the ability of bank-sponsored tenderoption bonds to continue to operate or remain cost-effective investments for a Portfolio.

Corporate Debt ObligationsCorporate debt obligations are fixed income securitiesissued by private corporations. Debtholders, as creditors,have a prior legal claim over common and preferredstockholders of the corporation as to both income andassets for the principal and interest due to thebondholder. Certain Portfolios will buy corporate debtobligations subject to any quality constraints set forthunder Rule 2a-7 under the Investment Company Act of1940, as amended (the “1940 Act”).

Revenue BondsRevenue bonds are municipal obligations that aresecured by the revenue from a specific project. To theextent that a Portfolio invests in municipal obligations ofissuers in the same economic sector, there could beeconomic, business or political developments whichmight affect such municipal obligations. For example,investments in revenue bonds backed by receipts fromhospitals are sensitive to hospital bond ratings, which areoften based on feasibility studies which containprojections of expenses, revenues and occupancy levels.Additional factors which could affect a hospital’s grossreceipts and net income available to service its debt aredemand for hospital services, the ability of the hospitalto provide the services required, managementcapabilities, economic developments in the service area,efforts by insurers and government agencies to limit ratesand expenses, reputational issues, competition,availability and expenses of malpractice insurance,Medicaid and Medicare funding and possible federallegislation regulating hospital charges.

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Asset-Backed SecuritiesAsset-backed securities represent an interest in a pool ofassets such as automobile loans, credit card receivables ormortgage or home equity loans that have been securitizedin pass through structures. These types of pass throughsecurities provide for monthly payments that are a “passthrough” of the monthly interest and principal paymentsmade by the individual borrowers on the pooledreceivables. Such securities also may be debt instruments,which are also known as collateralized obligations and aregenerally issued as the debt of a special purpose entity,such as a trust, organized solely for the purpose ofowning such assets and issuing such debt. Credit supportfor asset-backed securities may be based on theunderlying assets and/or provided by a third-partythrough credit enhancements. Credit enhancementtechniques include letters of credit, insurance bonds,limited guarantees (which are generally provided by theissuer), senior-subordinated structures and over-collateralization.

Asset-backed securities are not issued or guaranteed bythe U.S. Government or its agencies or instrumentalities;however, the payment of principal and interest on suchobligations may be guaranteed up to certain amounts fora certain period by a letter of credit issued by a financialinstitution (such as a bank or insurance company)unaffiliated with the issuers of such securities. Thepurchase of asset-backed securities raises riskconsiderations peculiar to the financing of theinstruments underlying such securities. For example,there is a risk that another party could acquire an interestin the obligations superior to that of the holders of theasset-backed securities. Asset-backed securities entailprepayment risk, which may vary depending on the typeof asset. Securities subject to prepayment risk generallyoffer less potential for gains when interest rates decline,and may offer a greater potential for loss when interestrates rise. In addition, rising interest rates may causeprepayments to occur at a slower than expected rate,thereby effectively lengthening the maturity of thesecurity and making the security more sensitive tointerest rate changes. Other factors, such as changes incredit card use and payment patterns, may also influenceprepayment rates. Asset-backed securities also involve therisk that various federal and state consumer laws andother legal and economic factors such as defaults on theunderlying loans may result in the collateral backing thesecurities being insufficient to support payment on thesecurities. The risk of such defaults is generally higher inthe case of mortgage pools that include sub-primemortgages. There is also the possibility that recoveries on

repossessed collateral may not, in some cases, be availableto support payments on those securities.

Repurchase AgreementsRepurchase agreements are fixed-income securities in theform of agreements backed by collateral. Theseagreements typically involve the acquisition by thePortfolios of securities from the selling institution (suchas a bank or a broker-dealer), coupled with theagreement that the selling institution will repurchase theunderlying securities at a specified price and at a fixedtime in the future (or on demand, if applicable). Theunderlying securities which serve as collateral for therepurchase agreements entered into by certain Portfoliosmay include U.S. government securities, municipalsecurities, corporate debt obligations, convertiblesecurities, and common and preferred stock and may beof below investment grade quality. These securities aremarked-to market daily in order to maintain fullcollateralization (typically purchase price plus accruedinterest). The use of repurchase agreements involvescertain risks. For example, if the selling institutiondefaults on its obligation to repurchase the underlyingsecurities at a time when the value of the securities hasdeclined, the Portfolios may incur a loss upondisposition of them. The risk of such loss may be greaterwhen utilizing collateral other than U.S. governmentsecurities. In the event of an insolvency or bankruptcyby the selling institution, the Portfolios’ right to controlthe collateral could be affected and result in certain costsand delays. Additionally, if the proceeds from theliquidation of such collateral after an insolvency wereless than the repurchase price, the Portfolios could suffera loss. The Portfolios follow procedures that are designedto minimize such risks.

Investment CompaniesThe Portfolios may invest in investment companies,including money market funds and may invest all orsome of their short-term cash investments in any moneymarket fund advised or managed by the Adviser or itsaffiliates (an “affiliated money market fund”). Aninvestment in an investment company is subject to theunderlying risks of that investment company’s portfoliosecurities. In addition to a Portfolio’s fees and expenses,the Portfolio generally would bear its share of theinvestment company’s fees and expenses other thanadvisory and administrative fees of affiliated moneymarket funds.

Promissory NotesPromissory notes are generally debt obligations of theissuing entity and are subject to the risks of investing in

Morgan Stanley Institutional Liquidity Funds Prospectus

Additional Information about the Portfolios’ Investment Strategies and Related Risks

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the banking industry. Certain Portfolios may invest up to5% of their net assets in illiquid securities, includingunsecured bank promissory notes.

Tax-Exempt Variable Rate Demand NotesTax-exempt variable rate demand notes are variable ratetax-exempt debt obligations that give investors the right todemand principal repayment. Due to cyclical supply anddemand considerations, at times the yields on theseobligations can exceed the yield on taxable money marketobligations.

Municipal ObligationsCertain Portfolios may purchase municipal obligationssubject to any restraints set forth under Rule 2a-7 underthe 1940 Act. Municipal obligations are securities issuedby state and local governments and their agencies. Thesesecurities typically are “general obligation” or “revenue”bonds, notes or commercial paper, including

participations in lease obligations and installmentpurchase contracts of municipalities. These obligationsmay have fixed, variable or floating rates.

Temporary Defensive InvestmentsWhen the Adviser believes that changes in market,economic, political or other conditions warrant, eachPortfolio may invest without limit in cash or cashequivalents and Tax-Exempt Portfolio may investwithout limit in taxable money market securities fortemporary defensive purposes that may be inconsistentwith the Portfolios’ principal investment strategies. If theAdviser incorrectly predicts the effects of these changes,such defensive investments may adversely affect aPortfolio’s performance and the Portfolio may not meetits investment objective.

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The Fund is designed for institutional investors seekingmaximum current income, a stable NAV and convenientliquidation privileges. The Portfolios are particularlysuitable for banks, corporations and other financialinstitutions that seek investment of short-term funds fortheir own accounts or for the accounts of theircustomers. Shares of the Government Portfolio andGovernment Securities Portfolio are intended to qualifyas eligible investments for federally chartered creditunions pursuant to the applicable provisions of theFederal Credit Union Act and the National CreditUnion Administration. Shares of the GovernmentPortfolio and Government Securities Portfolio, however,may not qualify as eligible investments for particularstate-chartered credit unions. A state-chartered creditunion should consult qualified legal counsel todetermine whether these Portfolios are permissibleinvestments under the law applicable to it.

Share Class ArrangementsThis Prospectus offers Institutional Class shares of eachPortfolio other than the Money Market Portfolio. TheFund also offers other classes of shares and shares of allclasses of the Money Market Portfolio through separateprospectuses. Certain of these classes may be subject todifferent fees and expenses. For information regardingother share classes, contact the Fund or your financialintermediary.

Minimum Investment AmountInstitutional Class shares are available to investors whoat the time of initial purchase make a minimuminvestment of $10,000,000, or to clients of MorganStanley & Co. LLC and its broker-dealer affiliates. TheFund, in its sole discretion, may waive the minimuminitial investment amount in certain cases including, butnot limited to, shares of the Portfolio purchased througha financial intermediary or when the Adviser anticipatesthe combined value of a client’s investments will meet orexceed the minimum.

DistributorShares of the Portfolios are distributed exclusivelythrough Morgan Stanley Distribution, Inc., awholly-owned subsidiary of Morgan Stanley. TheDistributor has entered into arrangements with certainfinancial intermediaries (also referred to as serviceorganizations) who may accept purchase and redemptionorders for shares of each Portfolio on its behalf.

The Adviser and/or the Distributor may pay additionalcompensation (out of their own funds and not as anexpense of a Portfolio) to selected affiliated or unaffiliatedbrokers or other service providers in connection with thesale, distribution, retention and/or servicing of Portfolio

shares. Such compensation may be significant in amountand the prospect of receiving any such additionalcompensation may provide affiliated or unaffiliatedentities with an incentive to favor sales of shares of theFund over other investment options. Any such paymentswill not change the NAV or the price of Fund shares. Formore information, please see the Fund’s SAI.

Valuation of SharesThe price of each Portfolio’s shares is based on theamortized cost of the Portfolio’s securities. Theamortized cost valuation method involves valuing a debtobligation in reference to its cost rather than marketforces.

The NAV per share of each Portfolio is determined oncedaily, normally at the times set forth below, on each daythat the NYSE is open.

Shares will generally not be priced on days that theNYSE is closed, although Portfolio shares may be pricedon such days if the Securities Industry and FinancialMarkets Association (“SIFMA”) recommends that thebond markets remain open for all or part of the day.On any business day when SIFMA recommends thatthe bond markets close early, a Portfolio reserves theright to close at or prior to the SIFMA recommendedclosing time. If a Portfolio does so, it will cease grantingsame day credit for purchase and redemption ordersreceived after the Portfolio’s closing time and credit willbe given on the next business day. The Fund may,however, elect to remain open and price shares of eachPortfolio on days where the NYSE is closed but theprimary securities markets on which the Portfolios’securities trade remain open.

Prime Portfolio As of 5:00 p.m.Government Portfolio Eastern timeTreasury Portfolio

Government Securities Portfolio As of 3:00 p.m.Treasury Securities Portfolio Eastern time

Tax-Exempt Portfolio As of 2:00 p.m.Eastern time

Pricing of Portfolio SharesInstitutional Class shares of the Portfolios may bepurchased or sold (redeemed) at the NAV nextdetermined after the Fund receives your order and StateStreet Bank and Trust Company (the “Custodian”)receives monies credited by a Federal Reserve Bank(“Federal Funds”) prior to the close of the Fed wire. Youbegin earning dividends the same day your InstitutionalClass shares are purchased provided the Fund receives

Morgan Stanley Institutional Liquidity Funds Prospectus

Shareholder Information

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your purchase amount in Federal Funds that day as setforth above. Orders to purchase shares of a Portfoliomust be received by the Fund prior to the followingtimes: for the Prime Portfolio, Government Portfolioand Treasury Portfolio—5:00 p.m. Eastern time; for theGovernment Securities Portfolio and Treasury SecuritiesPortfolio—3:00 p.m. Eastern time; and for the Tax-Exempt Portfolio—2:00 p.m. Eastern time. On anybusiness day that the NYSE closes early, or whenSIFMA recommends that the securities markets closeearly, the Fund may close early and purchase ordersreceived after such earlier closing times will be processedthe following business day. The Fund may elect toremain open on days when the NYSE is closed or closesearly but on which SIFMA recommends that the bondmarkets remain open for all or part of the day. Purchaseorders received by the Fund and not funded by6:00 p.m. on the trade date may be subject to anoverdraft charge.

Portfolio HoldingsA description of the policies and procedures of the Fundwith respect to the disclosure of each Portfolio’s securitiesis available in the Fund’s SAI.

How to Purchase SharesInstitutional Class shares of the Portfolios may bepurchased directly from the Fund or through a financialintermediary.

Purchasing Shares Through a Financial Intermediary

You may open a new account and purchase Fund sharesthrough certain authorized third-parties, such as brokers,dealers or other financial intermediaries that haveentered into a selling agreement with the Distributor(each, a “Financial Intermediary”). Your FinancialIntermediary will assist you with the procedures to investin shares of the Fund. The Financial Intermediary willestablish times by which such purchase orders andpayments from customers must be received by theFinancial Intermediary. Financial Intermediaries areresponsible for transmitting purchase orders andpayments to the Fund and the Fund’s Custodian in atimely fashion. Purchase orders placed with a FinancialIntermediary and transmitted through a tradingplatform utilized by the Financial Intermediary may betransmitted by the trading platform after the deadlinesestablished by the Fund for receipt of purchase orders, asset forth below; in such case, the purchase orders willreceive a trade date of the next business day.

Investors purchasing Institutional Class shares through aFinancial Intermediary may be charged transaction basedor other fees by the Financial Intermediary for its

services. If you are purchasing Institutional Class sharesthrough a Financial Intermediary, please consult yourintermediary for more information regarding any suchfees and for purchase instructions.

Purchasing Shares Directly From the FundInitial Purchase by MailYou may open an account, subject to acceptance by theFund, and purchase Institutional Class shares of aPortfolio by completing and signing a New AccountApplication which you can obtain by calling MorganStanley Services Company Inc. or the Fund at(888) 378-1630 (which is generally accessible weekdays8:00 a.m.-6:00 p.m. EST) and mailing it to MorganStanley Institutional Liquidity Funds, c/o BostonFinancial Data Services, Inc., P.O. Box 219804, KansasCity, MO 64121-9804 together with a check payable toMorgan Stanley Institutional Liquidity Funds.

Please note that payments to investors who redeemshares purchased by check will not be made untilpayment of the purchase has been collected, which maytake up to 15 calendar days after purchase. You canavoid this delay by purchasing shares by wire.

Initial Purchase by WireYou may purchase Institutional Class shares of eachPortfolio by wiring Federal Funds (monies credited bya Federal Reserve Bank) to the Custodian. You mustforward a completed New Account Application to theTransfer Agent in advance of the wire by following theinstructions under “Initial Purchase by Mail.” You shouldinstruct your bank to send a Federal Funds wire in aspecified amount to the Custodian using the followingwire instructions:

State Street Bank and Trust CompanyOne Lincoln StreetBoston, MA 02111-2101ABA #011000028DDA #00575399Attn: Morgan Stanley Institutional Liquidity FundsSubscription AccountRef: (Portfolio Name, Account Number, AccountName)* For international investments into the US funds, BIC Code:

SBOSUS33XXX must be referenced, as well as, theinformation listed above.

If notification of your order is received prior to the timerequired by each respective Portfolio, as set forth above,and the Custodian receives the funds the same day priorto the close of the Fed wire, then your purchase willbecome effective and begin to earn income on that day.

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Otherwise, your purchase will be effective on the nextbusiness day.

Purchase by InternetIf you have properly authorized the Internet TradingOption on your New Account Application andcompleted, signed and returned to the Fund anElectronic Transactions Agreement, you may place apurchase order for additional shares online throughMorgan Stanley’s ClientLink service atwww.morganstanley.com/liquidity. For moreinformation, call Morgan Stanley Services Company Inc.at 1-888-378-1630.

You are responsible for transmitting payments for sharespurchased via the Internet in a timely fashion, as setforth above.

Automatic PurchasesSelected accounts that utilize the Portfolios as theirsweep vehicle will be reviewed on each business day todetermine whether the account has a positive balance asa result of credits incurred that day. If an account has apositive (credit) balance, shares of the respectivePortfolio will automatically be purchased. Any positive(credit) balance will be reduced by any debits to theaccount on that day and shares of the Portfolio willautomatically be sold.

Additional Investments

You may make additional investments of InstitutionalClass shares at the NAV next determined after therequest is received in good order or by wiring FederalFunds to the Custodian as outlined above. State StreetBank and Trust Company must receive notification ofreceipt of your Federal Funds wire by the time requiredby each respective Portfolio, as set forth above under“How to Purchase Shares.”

GeneralTo help the U.S. Government fight the funding ofterrorism and money laundering activities, federal lawrequires all financial institutions to obtain, verify, andrecord information that identifies each person whoopens an account. What this means to you is that whenyou open an account, we will ask your name, address,date of birth, and other information that will allow us toidentify you. If we are unable to verify your identity, wereserve the right to restrict additional transactions and/orliquidate your account at the next calculated NAV afteryour account is closed (less any applicable sales/accountcharges and/or tax penalties) or take any other actionrequired by law. In accordance with federal lawrequirements, the Fund has implemented an anti-moneylaundering compliance program, which includes the

designation of an anti-money laundering complianceofficer.

How to Redeem SharesYou may process a redemption request by contactingyour Financial Intermediary. Otherwise, you mayredeem shares of a Portfolio by mail or, if authorized, bytelephone, at no charge other than as described below.The value of shares redeemed may be more or less thanthe purchase price, depending on the NAV at the timeof redemption. Shares of a Portfolio will be redeemed atthe NAV next determined after we receive yourredemption request in good order.

Redemptions by LetterRequests should be addressed to Morgan StanleyInstitutional Liquidity Funds, c/o Boston Financial DataServices, Inc., P.O. Box 219804, Kansas City, MO64121-9804.

To be in good order, redemption requests must includethe following documentation:

(a) A letter of instruction, if required, or a stockassignment specifying the account name, the accountnumber, the name of the Portfolio and the number ofshares or dollar amount to be redeemed, signed by allregistered owners of the shares in the exact names inwhich the shares are registered, and whether you wish toreceive the redemption proceeds by check or by wire tothe bank account we have on file for you;

(b) Any required signature guarantees if you arerequesting payment to anyone other than the registeredowner(s) or that payment be sent to any address otherthan the address of the registered owner(s) or pre-designated bank account; and

(c) Other supporting legal documents, if required, inthe case of estates, trusts, guardianships, custodianship,corporations, pension and profit sharing plans and otherorganizations.

Redemptions by TelephoneYou automatically have telephone redemption andexchange privileges unless you indicate otherwise bychecking the applicable box on the New AccountApplication or calling the Fund to opt out of suchprivileges. You may request a redemption of shares bycalling the Fund at 1-888-378-1630 and requesting thatthe redemption proceeds be mailed or wired to you.Telephone redemptions and exchanges may not beavailable if you cannot reach the Fund by telephone,whether because all telephone lines are busy or for any

Morgan Stanley Institutional Liquidity Funds Prospectus

Shareholder Information

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JOB: 15-1185-2 CYCLE#;BL#: 9; 0 TRIM: 8.25" x 10.75" AS: Merrill New York: 212-620-5600 COMPOSITECOLORS: Black, Black2, ~note-color 2 GRAPHICS: none V1.5

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other reason; in such case, a shareholder would have touse the Fund’s other redemption and exchangeprocedures described in this section. Telephoneinstructions will be accepted if received by the Fundbetween 9:00 a.m. and 4:00 p.m. Eastern time on anyday the NYSE is open for business. To opt out oftelephone privileges, please contact the Fund at1-888-378-1630.

Redemptions by InternetYou may redeem shares online through Morgan Stanley’sClientLink service at www.morganstanley.com/liquidity,provided you have a pre-established Internet tradingaccount, as set forth above under “How to PurchaseShares.” For more information, call the Fund at1-888-378-1630.

Automatic RedemptionsSelected accounts that utilize the Portfolios as theirsweep vehicle will be reviewed on each business day todetermine whether the account has any debits that wereincurred that day and shares of the Portfolios willautomatically be redeemed to cover the debits if suchdebits have not been reduced by any credits which mayhave accrued to the account on the same day.

Redemption ProceedsYou will not earn a dividend on the day your shares aresold. Orders to sell shares (redemption requests) will beprocessed on the day on which they are received,provided they are received prior to the following times:for the Prime Portfolio, Government Portfolio andTreasury Portfolio—5:00 p.m. Eastern time; for theGovernment Securities Portfolio and Treasury SecuritiesPortfolio—3:00 p.m. Eastern time; and for the Tax-Exempt Portfolio—1:00 p.m. Eastern time. On anybusiness day that the NYSE closes early, the Fund mayclose early and redemption requests received after suchearlier closing times will be processed the followingbusiness day. The Fund may elect to remain open ondays when the NYSE is closed or closes early but onwhich SIFMA recommends that the bond marketsremain open for all or part of the day. Generally,payment for Fund shares sold will be made on the day onwhich the order is processed, but under certaincircumstances may not be made until the next businessday. The Fund may postpone and/or suspend redemptionand payment beyond one business day only as follows:(a) for any period during which there is a non-routineclosure of the Fedwire or applicable Federal ReserveBanks; (b) for any period (i) during which the NYSE isclosed other than customary week-end and holidayclosings or (ii) during which trading on the NYSE isrestricted; (c) for any period during which an emergency

exists as a result of which (i) disposal of securities ownedby the Fund is not reasonably practicable or (ii) it is notreasonably practicable for the Fund to fairly determinethe NAV of shares of the Fund; (d) for any period duringwhich the SEC has, by rule or regulation, deemed that (i)trading shall be restricted or (ii) an emergency exists; (e)for any period that the SEC may by order permit; or (f )for any period during which the Fund as part of anecessary liquidation of a Portfolio, has properlypostponed and/or suspended redemption of shares andpayment in accordance with federal securities laws. Inaddition, when SIFMA recommends that the securitiesmarkets close early, payments with respect to redemptionrequests received subsequent to the recommended closewill be made the next business day (assuming that theFund in fact closes).

If we determine that it is in the best interest of othershareholders not to pay redemption proceeds in cash, wemay pay you in part by distributing to you readilymarketable securities held by the Portfolio from whichyou are redeeming. Such in-kind securities may beilliquid and difficult or impossible for a shareholder tosell at a time and at a price that a shareholder wouldlike. Redemptions paid in such securities generally willgive rise to income, gain or loss for income tax purposesin the same manner as redemptions paid in cash. Inaddition, you may incur brokerage costs and a furthergain or loss for income tax purposes when youultimately sell the securities.

Exchange PrivilegeYou may exchange a Portfolio’s Institutional Class sharesfor Institutional Class shares of other available Portfoliosof the Fund based on their respective NAVs. We chargeno fee for exchanges. If you purchased Portfolio sharesthrough a Financial Intermediary, certain Portfolios ofthe Fund may be unavailable for exchange. Contact yourFinancial Intermediary to determine which Portfolios areavailable for exchange.

You can process your exchange by contacting yourFinancial Intermediary or online through MorganStanley’s ClientLink service atwww.morganstanley.com/liquidity provided you have apre-established Internet trading account, as set forthabove under “How to Purchase Shares.” You may alsosend exchange requests to the Fund’s transfer agent,Boston Financial Data Services (“BFDS”), by mail toMorgan Stanley Institutional Liquidity Funds,c/o Boston Financial Data Services, Inc., P.O. Box 219804,Kansas City, MO 64121-9804 or by calling the Fundat 1-888-378-1630.

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When you exchange your shares for shares of anotherPortfolio, your transaction will be treated the same as aninitial purchase. You will be subject to the sameminimum initial investment and account size as aninitial purchase. The Fund, in its sole discretion, maywaive the minimum initial investment amounts incertain cases including, but not limited to, exchangesinvolving Portfolio shares purchased through a FinancialIntermediary or when the Adviser anticipates thecombined value of a client’s investments will meet orexceed the minimum. The Fund may terminate or revisethe exchange privilege upon required notice or in certaincases without notice. The Fund reserves the right toreject an exchange order for any reason.

Telephone/Internet TransactionsFor your protection, we will employ reasonableprocedures to confirm that instructions communicatedover the telephone/Internet are genuine. Theseprocedures may include requiring various forms ofpersonal identification (such as name, mailing address,social security number or other tax identificationnumber and password/authorization codes, includingPIN (Personal Identification Number)), tape-recordingtelephone communications and providing writtenconfirmation of instructions communicated bytelephone/Internet. If reasonable procedures areemployed, none of Morgan Stanley, BFDS or the Fundwill be liable for following telephone/Internetinstructions which it reasonably believes to be genuine.During periods of drastic economic or market changes,it is possible that the telephone/Internet privileges maybe difficult to implement, although this has not been thecase with the Fund in the past.

Frequent Purchases and Redemptions of Fund SharesBecause, as a money market fund, the Portfolios’principal investment strategy is to maintain a stableshare price, the policies and procedures adopted by theBoard of Trustees/Directors applicable to other funds inthe Morgan Stanley family of funds are generally notapplicable with respect to frequent purchases andredemptions of Portfolio shares. Therefore, reasonablyfrequent purchases and redemptions of Portfolio sharesby Portfolio shareholders do not present risks for othershareholders of a Portfolio. We expect the Portfolios tobe used by shareholders for short-term investing and bycertain selected accounts utilizing the Portfolios as asweep vehicle. However, frequent trading byshareholders can disrupt management of the Portfoliosand raise their respective expenses. Therefore, we maynot accept any request for a purchase or exchange whenwe think it is being used as a tool for market-timing,

and we may bar a shareholder who trades excessivelyfrom making further purchases for an indefinite period.

DistributionsThe Portfolios pass substantially all of their earnings alongto their investors as “distributions.” The Portfolios earninterest from fixed-income investments. These amountsare passed along to Portfolio shareholders as “incomedividend distributions.” Each Portfolio realizes capitalgains whenever it sells securities for a higher price than itpaid for them. These amounts may be passed along as“capital gain distributions.” The Adviser does notanticipate that there will be significant capital gainsdistributions.

The Portfolios declare income dividends daily on eachbusiness day and pay them monthly to shareholders.Dividends are based on estimates of income, expensesand shareholder activity for the Portfolios. Actualincome, expenses and shareholder activity may differfrom estimates and differences, if any, will be included inthe calculation of subsequent dividends. Short-termcapital gains, if any, are distributed periodically. Long-term capital gains, if any, are distributed at leastannually. The Portfolios automatically reinvest alldividends and distributions in additional shares.However, you may elect to receive distributions in cashby giving written notice to your Financial Intermediaryor by checking the appropriate box in the DistributionOption section on the Account Registration Form.

TaxesThe tax information provided in this Prospectus isprovided as general information. You should consultyour own tax professional about the tax consequences ofan investment in a particular Portfolio.

It is each Portfolio’s intention to qualify as a regulatedinvestment company and distribute all or substantially allof its taxable and tax-exempt income.

Except as noted below, dividends you receive willgenerally be taxable, whether you receive them in cash orin additional shares. Income dividend distributions andany short-term capital gain distributions are generallytaxable to you as ordinary income. Any long-termcapital gain distributions are taxable as long-term capitalgains, no matter how long you have owned shares in aPortfolio. Distributions paid by the Portfolios are notexpected to be eligible for lower tax rates applicable toqualified dividends.

With respect to the Government Securities Portfolio,while the Portfolio intends to limit its investments to

Morgan Stanley Institutional Liquidity Funds Prospectus

Shareholder Information

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certain U.S. Treasury Obligations and U.S. governmentsecurities, the interest of which is generally exempt fromstate income taxation, you should consult your own taxadviser to determine whether distributions from theGovernment Securities Portfolio are exempt from statetaxation in your own state.

With respect to the Tax-Exempt Portfolio, your incomedividend distributions are normally exempt from federalincome tax to the extent they are derived frommunicipal obligations. Income derived from otherportfolio securities may be subject to federal, stateand/or local income taxes. The income derived fromsome municipal securities is subject to the federal“alternative minimum tax.”

An additional 3.8% Medicare tax is imposed on certainnet investment income (including ordinary dividendsand capital gain distributions received from a Portfolioand net gains from redemptions or other taxabledispositions of Portfolio shares) of U.S. individuals,estates and trusts to the extent that such person’s“modified adjusted gross income” (in the case of anindividual) or “adjusted gross income” (in the case of anestate or trust) exceeds certain threshold amounts.

Shareholders who are not citizens or residents of theUnited States and certain foreign entities will generallybe subject to withholding of U.S. tax of 30% ondistributions made by a Portfolio of investment incomeand short-term capital gains.

A Portfolio is required to withhold U.S. tax (at a 30%rate) on payments of taxable dividends and, effectiveJanuary 1, 2017, redemption proceeds and certaincapital gain dividends made to certain non-U.S. entitiesthat fail to comply (or be deemed compliant) withextensive new reporting and withholding requirementsdesigned to inform the U.S. Department of the Treasuryof U.S.-owned foreign investment accounts.Shareholders may be requested to provide additionalinformation to a Portfolio to enable the Portfolio todetermine whether withholding is required.

You will be sent a statement (Internal Revenue Service(“IRS”) Form 1099-DIV) by February of each yearshowing the taxable distributions paid to you in theprevious year. The statement provides information onyour dividends and any capital gains for tax purposes.

Sales, exchanges and redemptions of shares in a Portfolioare taxable events and may result in a taxable gain or lossto you.

When you open your account, you should provide yoursocial security or tax identification number on yourinvestment application. By providing this information,you generally will avoid being subject to federal backupwithholding on taxable distributions and redemptionproceeds (currently, at a rate of 28%). Any withheldamount would be sent to the IRS as an advancepayment of taxes due on your income for such year.

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AdviserMorgan Stanley Investment Management Inc. withprincipal offices at 522 Fifth Avenue, New York, NY10036, conducts a worldwide portfolio managementbusiness and provides a broad range of portfoliomanagement services to customers in the United Statesand abroad. Morgan Stanley (NYSE: “MS”) is the directparent of the Adviser and the indirect parent of theDistributor. Morgan Stanley is a preeminent globalfinancial services firm engaged in securities trading andbrokerage activities, as well as providing investment

banking, research and analysis, financing and financialadvisory services. As of December 31, 2014, the Adviser,together with its affiliated asset management companies,had approximately $403 billion in assets undermanagement or supervision.

A discussion regarding the basis for the Board of Trusteesapproving the Fund’s Investment Advisory Agreement isavailable in the Portfolios’ Annual Report toshareholders for the fiscal year ended October 31, 2014.

The Adviser makes investment decisions for thePortfolios. Each Portfolio, in turn, pays the Adviser amonthly advisory fee calculated daily by applying anannual rate to each Portfolio’s daily net assets.

For the fiscal year ended October 31, 2014, the Adviserreceived from each Portfolio the advisory fee (net of feewaivers and/or affiliated rebates, if applicable) set forthin the table below.

Morgan Stanley Investment Management Inc., as theAdviser and the Administrator, has agreed to reduce itsadvisory fee, its administration fee and/or reimburse thePortfolio’s Institutional Class, if necessary, if such feeswould cause the total annual operating expenses of suchPortfolio’s Institutional Class to exceed the percentage ofdaily net assets set forth in the table below. Indetermining the actual amount of fee waiver and/orexpense reimbursement for each Portfolio, if any, the

Adviser and Administrator exclude from total annualoperating expenses certain investment related expenses,taxes, interest and other extraordinary expenses(including litigation). The fee waivers and/or expensereimbursements will continue for at least one year oruntil such time as the Fund’s Board of Trustees acts todiscontinue all or a portion of such waivers and/orreimbursements when it seems such action isappropriate.

Advisory Fees

Adviser’s Rates of Compensation(as a percentage of average net assets)

Portfolio

Prime Portfolio 0.11%Government Portfolio 0.00%*Government Securities Portfolio 0.00%Treasury Portfolio 0.00%Treasury Securities Portfolio 0.00%Tax-Exempt Portfolio 0.00%

* Amount is less than 0.005%.

Expense CapInstitutional Class

Prime Portfolio 0.20%

Government Portfolio 0.20%

Government Securities Portfolio 0.20%

Treasury Portfolio 0.20%

Treasury Securities Portfolio 0.20%

Tax-Exempt Portfolio 0.20%

The Adviser and Administrator may also waive advisoryfees, administration fees and/or reimburse expenses toenable a Portfolio to maintain a minimum level of dailynet investment income. The Adviser and Administrator

may make additional voluntary fee waivers and/orexpense reimbursements. The Adviser and Administratormay discontinue these voluntary fee waivers and/orexpense reimbursements at any time in the future.

Morgan Stanley Institutional Liquidity Funds Prospectus

Fund Management

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Financial HighlightsThe following financial highlights tables are intendedto help you understand the financial performance ofthe Institutional Class shares of each Portfolio for theperiods indicated. Certain information reflectsfinancial results for a single Portfolio share. The totalreturns in the tables represent the rate that aninvestor would have earned (or lost) on aninvestment in each Portfolio (assuming reinvestmentof all dividends and distributions).

The ratios of expenses to average net assets listed inthe tables below for each Portfolio are based on theaverage net assets of the Portfolio for each of theperiods listed in the tables. To the extent that aPortfolio’s average net assets decrease over thePortfolio’s next fiscal year, such expense ratios can beexpected to increase, potentially significantly, becausecertain fixed costs will be spread over a smalleramount of assets.

Net Asset Net Realized Distributions Distributions Net AssetValue, Net and Unrealized From Net From Net Value,

Year Ended Beginning Investment Gain (Loss) Investment Realized End ofOctober 31, of Period Income (Loss) on Investments Income Gain Period

Prime Portfolio2014 $1.000 $ 0.000††^ $(0.000)^ $(0.000)^ $ — $1.0002013 1.000 0.001†† (0.000)^ (0.001) — 1.0002012 1.000 0.002†† (0.000)^ (0.002) — 1.0002011 1.000 0.001†† (0.000)^ (0.001) — 1.0002010 1.000 0.002†† 0.000^ (0.002) — 1.000Government Portfolio2014 $1.000 $ 0.000††^ $(0.000)^ $(0.000)^ $ — $1.0002013 1.000 0.000††^ 0.000^ (0.000)^ — 1.0002012 1.000 0.000††^ (0.000)^ (0.000)^ — 1.0002011 1.000 0.000††^ (0.000)^ (0.000)^ — 1.0002010 1.000 0.001†† 0.000^ (0.001)^ — 1.000Government Securities Portfolio2014 $1.000 $ 0.000††^ $(0.000)^ $(0.000)^ $ — $1.0002013 1.000 0.000††^ (0.000)^ (0.000)^ — 1.0002012 1.000 0.000††^ (0.000)^ (0.000)^ — 1.0002011 1.000 0.000††^ (0.000)^ (0.000)^ — 1.0002010 1.000 0.000††^ 0.000^ (0.000)^ — 1.000Treasury Portfolio2014 $1.000 $ 0.000††^ $(0.000)^ $(0.000)^ $ — $1.0002013 1.000 0.000††^ 0.000^ (0.000)^ — 1.0002012 1.000 0.000††^ (0.000)^ (0.000)^ — 1.0002011 1.000 0.000††^ 0.000^ (0.000)^ — 1.0002010 1.000 0.000††^ 0.000^ (0.000)^ — 1.000Treasury Securities Portfolio2014 $1.000 $ 0.000††^ $(0.000)^ $(0.000)^ $ — $1.0002013 1.000 0.000††^ 0.000^ (0.000)^ — 1.0002012 1.000 0.000††^ 0.000^ (0.000)^ — 1.0002011 1.000 0.000††^ 0.000^ (0.000)^ — 1.0002010 1.000 (0.000)††^ 0.000^ (0.000)^ (0.000)^ 1.000Tax-Exempt Portfolio2014 $1.000 $ 0.000††^ $(0.000)^ $(0.000)^ $ — $1.0002013 1.000 0.000††^ (0.000)^ (0.000)^ — 1.0002012 1.000 0.000††^ (0.000)^ (0.000)^ — 1.0002011 1.000 0.001†† (0.000)^ (0.001) — 1.0002010 1.000 0.001†† 0.000^ (0.001) (0.000)^ 1.000

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Morgan Stanley Institutional Liquidity Funds Prospectus

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Financial Highlights

This information has been audited by Ernst & YoungLLP, the Fund’s independent registered publicaccounting firm. Ernst & Young LLP’s report, alongwith each Portfolio’s financial statements, areincorporated by reference into the Portfolios’ SAI.The Annual Report to Shareholders and eachPortfolio’s financial statements, as well as the SAI, areavailable at no cost from the Fund at the toll freenumber noted on the back cover to this Prospectus.

Ratio of Ratio of NetExpenses Ratio of Investment (Loss) Ratio of Rebate

Ratio of to Average Net Investment to Average from MorganNet Assets, Expenses to Net Assets Income (Loss) to Net Assets Stanley Affiliates

Year Ended Total End of Period Average (Before Waivers/ Average (Before Waivers/ to Average NetOctober 31, Return (000) Net Assets Reimbursement) Net Assets Reimbursement) Assets

Prime Portfolio2014 0.05% $20,114,751 0.17%R 0.21%R 0.04%R 0.00%R§ N/A2013 0.09 25,176,395 0.16R 0.21R 0.09R 0.04R N/A2012 0.16 20,442,537 0.16R 0.21R 0.16R 0.11R N/A2011 0.12 11,960,009 0.16R 0.21R 0.13R 0.08R N/A2010 0.16^^ 14,068,183 0.16R 0.21R 0.15R 0.10R N/AGovernment Portfolio2014 0.04% $29,191,916 0.04%R 0.21%R 0.04%R (0.13)%R N/A2013 0.05 21,692,448 0.08R 0.21R 0.04R (0.09)R N/A2012 0.04 12,574,861 0.12R 0.21R 0.05R (0.04)R N/A2011 0.03 5,781,753 0.14R 0.22R 0.03R (0.05)R N/A2010 0.06 6,717,236 0.15R 0.21R 0.07R 0.01R N/AGovernment Securities Portfolio2014 0.01% $ 45,487 0.03%R 0.54%R 0.01%R (0.50)%R N/A2013 0.01 64,687 0.09R 0.34R 0.01R (0.24)R N/A2012 0.01 230,332 0.06R 0.25R 0.01R (0.18)R N/A2011 0.01 593,158 0.11R 0.25R 0.01R (0.13)R N/A2010 0.02 561,488 0.14R 0.24R 0.02R (0.08)R N/ATreasury Portfolio2014 0.03% $16,880,789 0.03%R 0.21%R 0.03%R (0.15)%R N/A2013 0.03 7,979,992 0.07R 0.21R 0.03R (0.11)R N/A2012 0.02 6,139,734 0.11R 0.21R 0.02R (0.08)R N/A2011 0.02 4,664,235 0.11R 0.22R 0.01R (0.10)R N/A2010 0.04 4,792,695 0.15R 0.21R 0.04R (0.02)R N/ATreasury Securities Portfolio2014 0.01% $ 5,352,337 0.02%R 0.21%R 0.02%R (0.17)%R N/A2013 0.01 3,371,706 0.07R 0.22R 0.01R (0.14)R N/A2012 0.01 3,010,813 0.05R 0.21R 0.01R (0.15)R N/A2011 0.01 2,672,957 0.01R 0.26R 0.00R§ (0.25)R N/A2010 0.05 3,195 0.13R 0.78R (0.01)R (0.66)R N/ATax-Exempt Portfolio2014 0.01% $ 110,401 0.07%R+ 0.31%R 0.01%R+ (0.23)%R 0.00%§2013 0.01 159,001 0.14R+ 0.25R 0.01R+ (0.10)R 0.00§2012 0.02 581,969 0.14R+ 0.22R 0.02R+ (0.06)R 0.00§2011 0.06 624,452 0.17R+ 0.23R 0.06R+ 0.00R§ 0.00§2010 0.12 986,806 0.18R 0.22R 0.12R 0.08R N/A

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JOB: 15-1185-2 CYCLE#;BL#: 9; 0 TRIM: 8.25" x 10.75" AS: Merrill New York: 212-620-5600 COMPOSITECOLORS: Black, ~HTML color, ~note-color 2, ~watermark GRAPHICS: none V1.5

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Notes to Financial Highlights†† Per share amount is based on average shares outstanding.^ Amount is less than $0.0005 per share.R Reflects overall Portfolio ratios for investment income and non-class specific expenses.

^^ The Adviser contributed non recourse voluntary capital contributions to the Prime Portfolio. The effect of these contributions arereflected in the Prime Portfolio’s total returns above. Without these capital contributions, the impact was less than 0.005% to thetotal returns for the Prime Portfolio.

§ Amount is less than 0.005%.+ The Ratio of Expenses and Net Investment Income reflect the rebate of certain Portfolio expenses in connection with the

investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as“Ratios of Rebate from Morgan Stanley Affiliates to Average Net Assets.”

38

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Page 43: Morgan Stanley Institutional Liquidity  · PDF fileinformation. Morgan Stanley Institutional Liquidity Funds Prospectus ;

In addition to this Prospectus, the Portfolios have aStatement of Additional Information, datedFebruary 27, 2015, which contains additional, moredetailed information about the Fund and thePortfolios. The Statement of Additional Informationis incorporated by reference into this Prospectus and,therefore, legally forms a part of this Prospectus.

Shareholder ReportsThe Portfolios publish Annual and Semi-AnnualReports to Shareholders (“Shareholder Reports”) thatcontain additional information about the respectivePortfolio’s investments. In each Portfolio’s AnnualReport to Shareholders, you will find a discussion ofthe market conditions and the investment strategiesthat significantly affected such Portfolio’sperformance during the last fiscal year. For additionalFund information, including information regardingthe investments comprising each of the Portfolios,please call the toll-free number below.

You may obtain the Statement of AdditionalInformation and Shareholder Reports withoutcharge by contacting the Fund at the toll-freenumber below or on our internet site at:www.morganstanley.com/liquidity. If you purchasedshares through a Financial Intermediary, you mayalso obtain these documents, without charge, bycontacting your Financial Intermediary.

Information about the Fund (including the Statementof Additional Information and Shareholder Reports)can be reviewed and copied at the SEC’s PublicReference Room in Washington D.C. Information onthe operation of the Public Reference Room may beobtained by calling the SEC at (202) 551-8090.Shareholder Reports and other information aboutthe Fund are available on the EDGAR Database onthe SEC’s internet site at http://www.sec.gov, andcopies of this information may be obtained, afterpaying a duplicating fee, by electronic request at thefollowing e-mail address: [email protected], or bywriting to the SEC’s Public Reference Section,Washington D.C. 20549-1520.

Morgan Stanley Institutional Liquidity Fundsc/o Boston Financial Data Services, Inc.P.O. Box 219804Kansas City, MO 64121-9804

For Shareholder Inquiries,call the Fund toll-free at 1-888-378-1630.

Prices and Investment Results are available atwww.morganstanley.com/liquidity.

The Fund’s Investment Company Act registration numberis 811-21339.

Where to Find Additional Information

LFICPRO 2-15

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