MUNICIPAL FUND FOR TEMPORARY INVESTMENT, 485B24E, 1995-03-24

MUNICIPAL FUND FOR TEMPORARY INVESTMENT
485B24E, 1995-03-24

Previous: PROTECTIVE LIFE INSURANCE CO, 10-K405, 1995-03-24

Next: PRINTRONIX INC, 10-K/A, 1995-03-24

<PAGE> 1

As filed with the Securities and Exchange Commission on March 24, 1995
Registration No. 2-64358

================================================================================

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-1A

POST-EFFECTIVE AMENDMENT NO. 20 __
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 /X/

and __

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 /X/

AMENDMENT NO. 21

--------------------

MUNICIPAL FUND FOR TEMPORARY INVESTMENT
(MuniFund, MuniCash and
Intermediate Municipal Fund Portfolios)
(Exact Name of Registrant As Specified In Charter)

<TABLE>
<S> <C>
EDWARD J. ROACH
400 Bellevue Parkway, Suite 100 400 Bellevue Parkway, Suite 100
Wilmington, Delaware 19809 Wilmington, Delaware 19809
(Address of Principal Executive Offices) (Name and Address of
Registrant's Telephone Number: Agent for Service)
(302) 792-2555
</TABLE>

Copy to:
W. BRUCE McCONNEL, III
Drinker Biddle & Reath
Philadelphia National Bank Building
1345 Chestnut Street
Philadelphia, Pennsylvania 19107-3496

It is proposed that this filing will become effective (check appropriate box)

/ / immediately upon filing pursuant to paragraph (b)
/x/ on March 30, 1995 pursuant to paragraph (b)
/ / 60 days after filing pursuant to paragraph (a)(i)
/ / on (date) pursuant to paragraph (a)(i)
/ / 75 days after filing pursuant to paragraph (a)(ii)
/ / on (date) pursuant to paragraph (a)(ii) of rule 485.

If appropriate, check the following box:

/ / this post-effective amendment designates a new effective date for
a previously filed post-effective amendment.

================================================================================

<PAGE> 2
CALCULATION OF REGISTRATION FEE
UNDER THE SECURITIES ACT OF 1933 (1)

--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
Title of Proposed Maximum Proposed Maximum Amount of
Securities Be- Amount Being Offering Price Per Aggregate Offering Registration
ing Registered Registered(2) Unit(2) Price(3) Fee
----------------- -------------- -------------------- -------------------- ------------
Units of Beneficial
Interest in
<S> <C> <C> <C> <C>
MuniFund
No Par Value. 1,072,838,367 $1.00
------------------------------------------------------------------------------------------------------------------

MuniCash
No Par Value 576,862,865 $1.00
------------------------------------------------------------------------------------------------------------------

Intermediate
Municipal Fund
No Par Value. 861,368 $10.76
------------------------------------------------------------------------------------------------------------------

Total Shares of Beneficial
Interest in
Municipal Fund
For Temporary Investment
No Par Value. 1,650,562,600 $290,000 $100
=================================================================================================================
</TABLE>

(1) Registrant has registered an indefinite number of shares of beneficial
interest in MuniFund, MuniCash and Intermediate Municipal Portfolios
under the Securities Act of 1933 pursuant to Rule 24f-2 under the
Investment Company Act of 1940. Registrant's Rule 24f-2 Notice for its
fiscal year ending November 30, 1994 for Registration No. 2-64358 was
filed on January 20, 1995.

(2) Estimated solely for the purpose of calculating the registration fees
pursuant to Rule 24e-2 under the Investment Company Act of 1940 and Rule
457(c) under the Securities Act of 1933, based on an offering price of
$10.76 with respect to its Portfolio Shares in Intermediate Municipal
Portfolio on March 21, 1995.

(3) The maximum aggregate offering price for Registrant's Portfolio Shares
with respect to its MuniFund, MuniCash and Intermediate Municipal
Portfolios is calculated pursuant to Rule 24e-2 under the 1940 Act.
During the year ended November 30, 1994, Registrant redeemed a total of
8,299,755,163 MuniFund Portfolio Shares, 4,538,433,575 MuniCash
Portfolio Shares, and 861,216 Intermediate Municipal Fund Portfolio
Shares, respectively. Of these redeemed shares, 7,227,104,326 MuniFund
Portfolio Shares, 3,961,671,544 MuniCash Portfolio Shares and 0
Intermediate Municipal Portfolio Shares were used for reductions
pursuant to paragraph (c) of Rule 24f-2 in Registrant's Rule 24f-2
Notice dated on January 20, 1995 for the year ended November 30, 1994,
and none of the redeemed shares were used for reductions pursuant to
Rule 24e-2 in previous post- effective amendments filed during the
fiscal year ended November 30, 1994. As a result, 1,072,650,837
redeemed MuniFund Portfolio Shares, 576,762,031 redeemed MuniCash
Portfolio Shares and 861,216 redeemed Intermediate Municipal Fund
Portfolio Shares are being used to reduce, pursuant to paragraph (a) of
Rule 24e-2, the number of shares for which the registration fee is
payable with respect to this Post-Effective Amendment.

<PAGE> 3

MUNICIPAL FUND FOR TEMPORARY INVESTMENT
(MuniFund)

Cross Reference Sheet

<TABLE>
<CAPTION>
Form N-1A Item Prospectus Caption
-------------- ------------------
<S> <C> <C>
1. Cover Page . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Cover Page

2. Synopsis . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Background and Expense Information

3. Condensed Financial
Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . Financial Highlights; Yields

4. General Description of
Registrant . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Cover Page; Financial Highlights;
Investment Objective and Policies;
Description of Shares and Miscellaneous

5. Management of the Fund . . . . . . . . . . . . . . . . . . . . . . . . Management of the Fund; Dividends

6. Capital Stock and Other
Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Cover Page; Financial Highlights;
Dividends; Taxes; Description of Shares
and Miscellaneous

7. Purchase of Securities Being
Offered . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Management of the Fund; Purchase and
Redemption of Shares

8. Redemption or Repurchase . . . . . . . . . . . . . . . . . . . . . . . Purchase and Redemption of Shares

9. Pending Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . Inapplicable
</TABLE>
<PAGE> 4

MuniFund
An Investment Portfolio Offered by
MUNICIPAL FUND FOR TEMPORARY INVESTMENT

<TABLE>
<S> <C>
400 Bellevue Parkway For purchase and redemption orders only call:
Suite 100 800-441-7450 (in Delaware: 302-791-5350).
Wilmington, DE 19809 For yield information call: 800-821-6006
(MuniFund shares code: 50; MuniFund Dollar
shares code: 59).
For other information call: 800-821-7432.
</TABLE>

Municipal Fund for Temporary Investment (the "Company") is a no-load,
diversified, open-end investment company that currently offers shares in three
separate investment portfolios. The shares described in this Prospectus
represent interests in the MuniFund portfolio, a money market portfolio (the
"Fund"). The Fund's investment objective is to provide institutions with as high
a level of current interest income exempt from federal income taxes as is
consistent with relative stability of principal. The Fund invests substantially
all of its assets in short-term tax-exempt obligations issued by state and local
governments.

Fund shares may not be purchased by individuals directly, but institutional
investors may purchase shares for accounts maintained by individuals. In
addition to MuniFund shares, investors may purchase MuniFund "Dollar" shares,
which accrue daily dividends in the same manner as MuniFund shares but bear all
fees payable by the Fund to institutional investors for certain services they
provide to the beneficial owners of such shares. (See "Management of the
Fund--Service Organizations.")
------------------------

SHARES OF THE FUND ARE NOT DEPOSITS OR OBLIGATIONS OF OR GUARANTEED,
ENDORSED, OR OTHERWISE SUPPORTED BY PNC BANK CORP. OR ITS AFFILIATES, OR
THE U.S. GOVERNMENT, AND ARE NOT FEDERALLY INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD OR ANY
OTHER AGENCY. AN INVESTMENT IN THE FUND INVOLVES INVESTMENT
RISKS, INCLUDING THE POSSIBLE LOSS OF PRINCIPAL. THERE
CAN BE NO ASSURANCE THAT IT WILL BE ABLE TO
MAINTAIN ITS NET ASSET VALUE
OF $1.00 PER SHARE.
------------------------

This Prospectus briefly sets forth certain information about the Fund that
investors should know before investing. Investors are advised to read this
Prospectus and retain it for future reference. Additional information about the
Fund, contained in a Statement of Additional Information currently dated March
30, 1995, has been filed with the Securities and Exchange Commission and is
available to investors without charge by calling the Fund at 800-821-7432. The
Statement of Additional Information, as amended from time to time, is
incorporated in its entirety by reference into this Prospectus.

------------------------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.

------------------------

March 30, 1995

<PAGE> 5

BACKGROUND AND EXPENSE INFORMATION

Two series of shares are offered by this Prospectus: MuniFund shares and
MuniFund Dollar shares ("Dollar Shares"). Shares of each series represent equal,
pro rata interests in the Fund and accrue daily dividends in the same manner
except that the Dollar Shares bear fees payable by the Fund (at the rate of .25%
per annum) to institutional investors for services they provide to the
beneficial owners of such shares. (See "Management of the Fund--Service
Organizations.")

EXPENSE SUMMARY

<TABLE>
<CAPTION>
MUNIFUND
MUNIFUND DOLLAR
ESTIMATED ANNUAL FUND OPERATING EXPENSES SHARES SHARES
---------------------------------------------------------- ------------- -------------
<S> <C> <C> <C> <C>
(as a percentage of average net assets)
Management Fees (net of waivers)..................... .10% .10%
Other Expenses....................................... .17% .42%
Administration Fees (net of waivers)............ .10% .10%
Shareholder Servicing Fees...................... 0% .25%
Miscellaneous................................... .07% .07%
---- ---- ---- ----
Total Fund Operating Expenses (net of waivers)....... .27% .52%
==== ====
</TABLE>

------------

<TABLE>
<CAPTION>
EXAMPLE 1 YEAR 3 YEARS 5 YEARS 10 YEARS
---------------------------------------------------------- ------ ------- ------- --------
<S> <C> <C> <C> <C>
You would pay the following expenses on a $1,000
investment, assuming: (1) a 5% annual return; and (2)
redemption at the end of each time period with respect
to the following shares:
MuniFund shares: $3 $ 9 $15 $34
Dollar Shares: $5 $17 $29 $65
</TABLE>

THE FOREGOING SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES OR RATE OF RETURN. ACTUAL EXPENSES AND RATE OF RETURN MAY BE GREATER OR
LESSER THAN THOSE SHOWN.

The purpose of the foregoing table is to assist an investor in
understanding the various costs and expenses that an investor in the Fund will
bear directly or indirectly. In addition, institutional investors may charge
fees for providing services in connection with their customers' investment in
Dollar Shares. (For more complete descriptions of the various costs and
expenses, see "Management of the Fund" in this Prospectus and the Statement of
Additional Information and the financial statements and related notes contained
in the Statement of Additional Information.) For the fiscal year ended November
30, 1994, absent fee waivers, management and administration fees would each have
been .176% of the Fund's average net assets. The investment adviser and
administrators have agreed to waive the advisory and administration fees
otherwise payable to them and to reimburse the Fund for its operating expenses
to the extent necessary to ensure that the operating expense ratio for the Fund
(excluding fees paid to Service Organizations pursuant to Servicing Agreements)
does not exceed .27% of the Fund's average daily net assets. These waivers may
be terminated upon 120-days written notice to the Fund. Absent such fee waivers
and expense reimbursements for such period, the estimated "Total Fund Operating
Expenses" for MuniFund shares and MuniFund Dollar shares would have been .41%
and .66%, respectively, of the average daily net assets of the MuniFund
portfolio. The foregoing table has not been audited by the Fund's independent
accountants.

2
<PAGE> 6

FINANCIAL HIGHLIGHTS

The following financial highlights for MuniFund Shares and MuniFund Dollar
Shares have been derived from the financial statements of the Fund which have
been audited by KPMG Peat Marwick LLP, independent accountants for the six most
recent fiscal years ended November 30, 1994. The tables should be read in
conjunction with the financial statements and related notes included in the
Statement of Additional Information. Further information about the performance
of the Fund is available in the annual report to shareholders, which may be
obtained without charge by calling 800-821-7432.

MUNIFUND SHARES
FINANCIAL HIGHLIGHTS
(For a Share Outstanding Throughout Each Period)

<TABLE>
<CAPTION>
YEAR ENDED NOVEMBER 30,
---------------------------------------------------------------------------------
1994 1993 1992 1991 1990 1989
-------- ---------- ---------- -------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of
period............................ $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
-------- ---------- ---------- -------- ---------- ----------
Income from investment operations:
Net investment income............... 0.255 .0224 .0285 .0437 .0562 .0602
-------- ---------- ---------- -------- ---------- ----------
Less distributions:
Dividends to shareholders from net
investment income................. (.0255) (.0224) (.0285) (.0437) (.0562) (.0602)
-------- ---------- ---------- -------- ---------- ----------
Net asset value, end of period...... $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
======== ========== ========== ======== ========== ==========
Total return........................ 2.58% 2.27% 2.89% 4.46% 5.77% 6.19%
Ratios/Supplemental data:
Net assets, end of period (000s).... 687,895 1,019,749 1,006,324 1,060,468 988,069 1,075,732
Ratio of expenses to average daily
Net Assets(1)..................... .26% .25% .30% .30% .30% .30%
Ratio of net investment income to
average daily net assets.......... 2.53% 2.24% 2.86% 4.40% 5.62% 6.01%

1988(2) 1987(2) 1986(2) 1985(2)
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Net asset value, beginning of
period............................ $ 1.00 $ 1.00 $ 1.00 $ 1.00
---------- ---------- ---------- ----------
Income from investment operations:
Net investment income............... .0494 .0431 .0454 .0488
---------- ---------- ---------- ----------
Less distributions:
Dividends to shareholders from net
investment income................. (.0494) (.0431) (.0454) (.0488)
---------- ---------- ---------- ----------
Net asset value, end of period...... $ 1.00 $ 1.00 $ 1.00 $ 1.00
========== ========== ========== ==========
Total return........................ 5.21% 4.50% 4.63% 4.99%
Ratios/Supplemental data:
Net assets, end of period (000s).... 1,662,051 2,163,284 2,237,218 1,567,370
Ratio of expenses to average daily
Net Assets(1)..................... .29% .30% .36% .39%
Ratio of net investment income to
average daily net assets.......... 4.91% 4.31% 4.49% 4.85%
</TABLE>

------------

(1) Without the waiver of advisory and administration fees, the ratios of
expenses to average daily net assets would have been 0.41%, 0.41%, 0.41%, 0.41%,
0.42%, 0.40%, 0.38%, 0.36% and 0.38% for the years ended November 30, 1994,
1993, 1992, 1991, 1990, 1989, 1988, 1987 and 1986, respectively.

(2) Total return data has not been audited.

3
<PAGE> 7

MUNIFUND DOLLAR SHARES
FINANCIAL HIGHLIGHTS
(For a Share Outstanding Throughout Each Period)

<TABLE>
<CAPTION>
YEAR ENDED NOVEMBER 30,
--------------------------------------------------------------------------------------------------
JANUARY 17,
1986(2),(4)
TO
1994 1993 1992 1991 1990 1989 1988(4) 1987(4) NOVEMBER 30, 1986
------- ------- ------- ------- ------- ------- ------- ------- ------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of
period..................... $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
------- ------- ------- ------- ------- ------- ------- ------- --------
Income from investment
operations:
Net investment income........ .0230 .0199 .0260 .0412 .0537 .0577 .0469 .0406 .0360
------- ------- ------- ------- ------- ------- ------- ------- --------
Less distributions:
Dividends to shareholders
from net investment
income..................... (.0230) (.0199) (.0260) (.0412) (.0537) (.0577) (.0469) (.0406) (.0360)
------- ------- ------- ------- ------- ------- ------- ------- --------
Net asset value, end of
period..................... $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
======= ======= ======= ======= ======= ======= ======= ======= ========
Total return................. 2.33% 2.02% 2.64% 4.21% 5.52% 5.94% 4.96% 4.25% 4.38%(3)
Ratios/Supplemental data:
Net assets, end
of period (000s)........... 2,785 6,783 1,414 26,418 2,187 10,680 18,243 21,333 618
Ratios of expenses to average
daily net assets(1)........ .51% .50% .55% .55% .55% .55% .54% .55% .61%(3)
Ratios of net investment
income to average daily net
assets..................... 2.28% 1.99% 2.61% 4.15% 5.37% 5.76% 4.66% 4.06% 4.19%(3)
</TABLE>

------------

(1) Without the waiver of advisory and administration fees, the ratios of
expenses to average daily net assets would have been 0.66%, 0.66%, 0.66%, 0.66%,
0.67%, 0.65%, 0.63%, 0.61% and 0.63% (annualized) for the years ended November
30, 1994, 1993, 1992, 1991, 1990, 1989, 1988, 1987 and for the period ended
November 30, 1986, respectively.

(2) First issuance of Dollar Shares.

(3) Annualized.

(4) Total return data has not been audited.

4
<PAGE> 8

INVESTMENT OBJECTIVE AND POLICIES

IN GENERAL

The Fund's investment objective is to provide investors with as high a
level of current interest income exempt from federal income tax as is consistent
with relative stability of principal. There can be no assurance that the Fund
will achieve its investment objective. The Fund is a money market fund that is
subject to the quality, diversification and other requirements of Rule 2a-7
under the Investment Company Act of 1940, as amended (the "1940 Act") and other
rules of the Securities and Exchange Commission (the "SEC").

In pursuing its investment objective, the Fund invests substantially all of
its assets in a diversified portfolio of short-term tax-exempt obligations
issued by or on behalf of states, territories, and possessions of the United
States, the District of Columbia, and their respective authorities, agencies,
instrumentalities, and political subdivisions and tax-exempt derivative
securities such as tender option bonds, participations, beneficial interests in
trusts and partnership interests (collectively, "Municipal Obligations"). The
Fund will not knowingly purchase securities the interest on which is subject to
federal income tax. (See, however, "Taxes" below concerning treatment of
exempt-interest dividends paid by the Fund for purposes of the federal
alternative minimum tax applicable to particular classes of investors.)

Opinions relating to the validity of Municipal Obligations and to the
exemption of interest thereon from federal income tax are rendered by bond
counsel to the respective issuers at the time of issuance, and opinions relating
to the validity of and the tax-exempt status of payments received by the Fund
from tax-exempt derivative securities are rendered by counsel to the respective
sponsors of such securities. The Fund and its investment adviser will rely on
such opinions and will not review independently the underlying proceedings
relating to the issuance of Municipal Obligations, the creation of any
tax-exempt derivative securities, or the bases for such opinions.

The Fund will purchase only Municipal Obligations which are "First Tier
Eligible Securities" (as defined by the SEC) and which present minimal credit
risks as determined by the Fund's investment adviser pursuant to guidelines
approved by the Company's Board of Trustees. First Tier Eligible Securities
consist of (i) securities that either (a) have short-term debt ratings at the
time of purchase within the highest rating category assigned by at least two
unaffiliated nationally recognized statistical rating organizations ("Rating
Agencies") (or one Rating Agency if the security was rated by only one Rating
Agency), or (b) are issued by issuers with such ratings, and (ii) certain
securities that are unrated (including securities of issuers that have long-term
but not short-term ratings) but are of comparable quality as determined by the
Fund's investment adviser pursuant to guidelines approved by the Company's Board
of Trustees. The Appendix to the Statement of Additional Information includes a
description of applicable ratings by Rating Agencies.

Except during periods of unusual market conditions or during temporary
defensive periods, the Fund will invest substantially all, but in no event less
than 80%, of its total assets in Municipal Obligations with remaining maturities
of 397 days (thirteen months) or less as determined in accordance with the SEC
rules. The Fund may hold uninvested cash reserves pending investment, during
temporary defensive periods or if, in the opinion of the Fund's investment
adviser, suitable

5
<PAGE> 9

tax exempt obligations are unavailable. There is no percentage limitation on the
amount of assets which may be held uninvested. Uninvested cash reserves will not
earn income.

Except for the investment limitations enumerated below, the Fund's
investment objective and the policies described above are not fundamental and
may be changed by the Company's Board of Trustees without the affirmative vote
of the holders of a majority of the Fund's outstanding shares. If there is a
change in the investment objective, shareholders should consider whether the
Fund remains an appropriate investment in light of their then current financial
position and needs. (A complete list of the investment limitations that cannot
be changed without a vote of shareholders is contained in the Statement of
Additional Information under "Investment Objectives and Policies.")

The Fund may not:

1. Purchase any securities other than Municipal Obligations and put
options with respect to such obligations.

2. Purchase the securities of any issuer if as a result more than 5%
of the value of the Fund's assets would be invested in the securities of
such issuer except that up to 25% of the value of the Fund's assets may be
invested without regard to this 5% limitation.

3. Borrow money except from banks for temporary purposes and then in
amounts not in excess of 10% of the value of the Fund's assets at the time
of such borrowing; or mortgage, pledge or hypothecate any assets except in
connection with any such borrowing and in amounts not in excess of the
lesser of the dollar amounts borrowed or 10% of the value of the Fund's
assets at the time of such borrowing. (This borrowing provision is not for
investment leverage, but solely to facilitate management of the Fund's
portfolio by enabling the Fund to meet redemption requests where the
liquidation of portfolio securities is deemed to be disadvantageous or
inconvenient.)

4. Knowingly invest more than 10% of the value of the Fund's assets in
securities with legal or contractual restrictions on resale.

In addition, without the affirmative vote of the holders of a majority of
the Fund's outstanding shares, the Fund may not change its policy of investing
at least 80% of its total assets in obligations the interest on which is exempt
from federal income tax (except during periods of unusual market conditions or
during temporary defensive periods). Securities issued or guaranteed by the U.S.
Government, its agencies, or instrumentalities (including securities backed by
the full faith and credit of the United States) are not deemed to be subject to
the second investment limitation above.

If a percentage limitation is satisfied at the time of investment, a later
increase or decrease in such percentage resulting from a change in value of the
Fund's portfolio securities will not constitute a violation of such limitation.

TYPES OF MUNICIPAL OBLIGATIONS

6
<PAGE> 10

interest. Revenue securities are payable only from the revenues derived from a
particular facility or class of facilities or, in some cases, from the proceeds
of a special excise tax or other specific revenue source such as the user of the
facility being financed. Revenue securities include private activity bonds which
are not payable from the unrestricted revenues of the issuer. Consequently, the
credit quality of private activity bonds is usually directly related to the
credit standing of the corporate user of the facility involved.

The Fund's portfolio may also include "moral obligation" bonds, which are
normally issued by special purpose public authorities. If the issuer of moral
obligation bonds is unable to meet its debt service obligations from current
revenues, it may draw on a reserve fund, the restoration of which is a moral
commitment but not a legal obligation of the state or municipality which created
the issuer.

OTHER INVESTMENT PRACTICES

Municipal Obligations purchased by the Fund may include variable rate
demand notes. Such notes are frequently not rated by credit rating agencies, but
unrated notes purchased by the Fund will be determined by the Fund's investment
adviser to be of comparable quality at the time of purchase to rated instruments
purchasable by the Fund. Where necessary to ensure that a note is a First Tier
Eligible Security, the Fund will require that the issuer's obligation to pay the
principal of the note be backed by an unconditional bank letter or line of
credit, guarantee, or commitment to lend. While there may be no active secondary
market with respect to a particular variable rate demand note purchased by the
Fund, the Fund may, upon the notice specified in the note, demand payment of the
principal of the note at any time or during specified periods not exceeding
thirteen months depending upon the instrument involved, and may resell the note
at any time to a third party. The absence of such an active secondary market,
however, could make it difficult for the Fund to dispose of a variable rate
demand note if the issuer were to default on its payment obligation or during
periods that the Fund is not entitled to exercise its demand rights, and the
Fund could, for this or other reasons, suffer a loss to the extent of the
default. While, in general, the Fund will invest only in securities that mature
within thirteen months of purchase, the Fund may invest in variable rate demand
notes which have nominal maturities in excess of thirteen months, if such
instruments carry demand features that comply with conditions established by the
SEC.

The Fund may also purchase Municipal Obligations on a "when-issued" basis.
When-issued securities are securities purchased for delivery beyond the normal
settlement date at a stated price and yield. The Fund will generally not pay for
such securities or start earning interest on them until they are received.
Securities purchased on a when-issued basis are recorded as an asset and are
subject to changes in value based upon changes in the general level of interest
rates. The Fund expects that commitments to purchase when-issued securities will
not exceed 25% of the value of its total assets absent unusual market
conditions. The Fund does not intend to purchase when-issued securities for
speculative purposes but only in furtherance of its investment objective.

7
<PAGE> 11

stand-by commitments solely to facilitate portfolio liquidity and does not
intend to exercise its rights thereunder for trading purposes.

Although the Fund may invest more than 25% of its net assets in (i)
Municipal Obligations whose issuers are in the same state, (ii) Municipal
Obligations the interest on which is paid solely from revenues of similar
projects, and (iii) private activity bonds, it does not presently intend to do
so on a regular basis. To the extent the Fund's assets are concentrated in
Municipal Obligations that are payable from the revenues of similar projects,
are issued by issuers located in the same state, or are concentrated in private
activity bonds, the Fund will be subject to the peculiar risks presented by the
laws and economic conditions relating to such states, projects, and bonds to a
greater extent than it would be if its assets were not so concentrated.

The Fund will not knowingly invest more than 10% of the value of its total
net assets in illiquid securities, including securities that are illiquid by
virtue of the absence of a readily available market or legal or contractual
restrictions on resale. Securities that have legal or contractual restrictions
on resale but have a readily available market are not deemed illiquid for
purposes of this limitation. The Fund's investment adviser will monitor the
liquidity of such restricted securities under the supervision of the Board of
Trustees. (See "Investment Objectives and Policies--Illiquid Securities" in the
Statement of Additional Information.)

The Fund may purchase securities which are not registered under the
Securities Act of 1933 (the "1933 Act") but which can be sold to qualified
institutional buyers in accordance with Rule 144A under the 1933 Act. Any such
security will not be considered illiquid so long as it is determined by the
Board of Trustees or the adviser, acting under guidelines approved and monitored
by the Board, that an adequate trading market exists for that security. This
investment practice could have the effect of increasing the level of illiquidity
in a portfolio during any period that qualified institutional buyers become
uninterested in purchasing these restricted securities.

The value of the Fund's portfolio securities can be expected to vary
inversely with changes in prevailing interest rates.

PURCHASE AND REDEMPTION OF SHARES

PURCHASE PROCEDURES

Fund shares are sold at the net asset value per share next determined after
receipt of a purchase order by PFPC, the Fund's transfer agent. Purchase orders
for shares are accepted by the Fund only on days on which both the New York
Stock Exchange and the Federal Reserve Bank of Philadelphia are open for
business (a "Business Day") and must be transmitted to PFPC in Wilmington,
Delaware by telephone (800-441-7450; in Delaware: 302-791-5350) or through the
Fund's computer access program. Orders received before 12:00 noon, Eastern time,
for which payment has been received by PNC Bank, the Fund's custodian, will be
executed at 12:00 noon. Orders received after 12:00 noon and before 2:30 P.M.,
Eastern time (or orders received earlier in the same day for which payment has
not been received by 12:00 noon), will be executed at 4:00 P.M., Eastern time,
if payment has been received by PNC Bank by that time. Orders received at other
times, and orders for which payment has not been received by 4:00 P.M., Eastern
time, will not be accepted, and notice thereof will be given to the institution
placing the order. (Payment

8
<PAGE> 12

for orders which are not received or accepted will be returned after prompt
inquiry to the sending institution.) The Fund may in its discretion reject any
order for shares.

Payment for Fund shares may be made only in federal funds or other funds
immediately available to PNC Bank. The minimum initial investment by an
institution is $5,000; however, broker-dealers and other institutional investors
may set a higher minimum for their customers. There is no minimum subsequent
investment.

Conflict of interest restrictions may apply to an institution's receipt of
compensation paid by the Fund on fiduciary funds that are invested in Dollar
Shares. (See also "Management of the Fund--Service Organizations.")
Institutions, including banks regulated by the Comptroller of the Currency, and
investment advisers and other money managers subject to the jurisdiction of the
SEC, the Department of Labor or state securities commissions, should consult
their legal advisors before investing fiduciary funds in Dollar Shares. (See
also "Management of the Fund--Banking Laws.")

REDEMPTION PROCEDURES

Redemption orders must be transmitted to PFPC in Wilmington, Delaware in
the manner described under "Purchase Procedures." Shares are redeemed at the net
asset value per share next determined after PFPC's receipt of the redemption
order. While the Fund intends to use its best efforts to maintain its net asset
value per share at $1.00, the proceeds paid to a shareholder upon redemption may
be more or less than the amount invested depending upon a share's net asset
value at the time of redemption.

Payment for redeemed shares for which a redemption order is received by
PFPC before 12:00 noon, Eastern time, on a Business Day is normally made in
federal funds wired to the redeeming shareholder on the same day. Payment for
redeemed shares for which a redemption order is received by PFPC between 12:00
noon and 4:00 P.M., Eastern time, on such a day, or on a day that PNC Bank is
closed, is normally made in federal funds wired to the redeeming shareholder on
the next day that PNC Bank is open for business. The Fund reserves the right to
wire redemption proceeds within 7 days after receiving the redemption order if,
in the judgment of the Fund's investment adviser, an earlier payment could
adversely affect the Fund.

The Fund reserves the right to redeem shares in any account if the value of
the account is less than $1,000 after sixty-days' prior written notice to the
shareholder. Any such redemption shall be effected at the net asset value per
share next determined after the redemption order is entered. If during the
sixty-day period the shareholder increases the value of its account to $1,000 or
more, no such redemption shall take place. In addition, the Fund may redeem
shares involuntarily or suspend the right of redemption or under certain special
circumstances described in the Statement of Additional Information under
"Additional Purchase and Redemption Information."

OTHER MATTERS

9
<PAGE> 13

Memorial Day (observed), Independence Day (observed), Labor Day, Columbus Day,
Veterans Day, Thanksgiving Day and Christmas Day (observed). The net asset value
per share of each class of the Fund is calculated by adding the value of all
securities and other assets belonging to the Fund, subtracting liabilities
attributable to each class, and dividing the result by the total number of the
Fund's outstanding shares of each class. In computing net asset value, the Fund
uses the amortized cost method of valuation as described in the Statement of
Additional Information under "Additional Purchase and Redemption Information."
The Fund's net asset value per share for purposes of pricing purchase and
redemption orders is determined independently of the net asset values of the
shares in the Company's other investment portfolios.

Fund shares are sold and redeemed without charge by the Fund. Institutional
investors purchasing or holding Fund shares for their customers accounts may
charge customers fees for cash management and other services provided in
connection with their accounts. A customer should, therefore, consider the terms
of its account with an institution before purchasing Fund shares. An institution
purchasing or redeeming shares on behalf of its customers is responsible for
transmitting orders to the Fund in accordance with its customer agreements.

MANAGEMENT OF THE FUND

BOARD OF TRUSTEES

The business and affairs of the Fund are managed under the direction of the
Company's Board of Trustees. The trustees of the Company are as follows:

Philip E. Coldwell is an economic consultant and former Member of the
Board of Governors of the Federal Reserve System.

Robert R. Fortune is a financial consultant and former Chairman,
President and Chief Executive Officer of Associated Electric & Gas
Insurance Services Limited.

Rodney D. Johnson is President of Fairmount Capital Advisors, Inc.

G. Willing Pepper, Chairman of the Board and President of the Company,
is a retired President of Scott Paper Company.

Anthony M. Santomero is the Richard K. Mellon Professor of Finance at
The Wharton School, University of Pennsylvania.

David R. Wilmerding, Jr., Vice-Chairman of the Board of the Company,
is President and Chief Executive Officer of Gates, Wilmerding, Carper &
Rawlings, Inc.

Mr. Pepper is considered by the Company to be an "interested person"
of the Company as defined in the 1940 Act.

The other officers of the Company are as follows:

Edward J. Roach is Vice President and Treasurer of the Company.

Morgan R. Jones, Secretary of the Company, is a partner of the law
firm of Drinker Biddle & Reath, Philadelphia, Pennsylvania.

INVESTMENT ADVISER AND SUB-ADVISER

PIMC, a wholly owned subsidiary of PNC Asset Management Group, Inc., which
is in turn a wholly owned subsidiary of PNC Bank, serves as the Fund's
investment adviser. PIMC was

10
<PAGE> 14

organized in 1977 by Provident National Bank (a predecessor to PNC Bank) to
perform advisory services for investment companies, and has its principal
offices at 400 Bellevue Parkway, Wilmington, Delaware 19809. PNC Asset
Management Group, Inc.'s principal business address is 1835 Market Street,
Philadelphia, Pennsylvania 19102. PNC Bank serves as the Fund's sub-adviser. PNC
Bank is a wholly-owned, indirect subsidiary of PNC Bank Corp., and its principal
business address is Broad and Chestnut Streets, Philadelphia, Pennsylvania
19102. PNC Bank Corp. is a multi-bank holding company. PIMC and PNC Bank also
serve as adviser and sub-adviser, respectively, to the Company's MuniCash and
Intermediate Municipal Fund portfolios.

PNC Bank Corp., headquartered in Pittsburgh, Pennsylvania, is the eleventh
largest bank holding company in the United States. Categorized as a super
regional bank holding company, PNC Bank Corp. operates over 500 branch offices
in six U.S. states.

PNC Bank's Investment Management and Trust Division, headquartered in
Philadelphia, Pennsylvania, traces its money management services to individuals
and institutions to the year 1847, and is the second largest bank manager of
investments for individuals in the U.S. with $28 billion in discretionary trust
assets under management.

PNC Financial Services Group is PNC Bank Corp.'s mutual fund complex,
headquartered in Wilmington, Delaware. This group includes PIMC, PFPC, and PNC
Bank. In 1973, Provident National Bank (a predecessor to PNC Bank) commenced
advising the first institutional money market mutual fund--a U.S.
dollar-denominated constant net asset value fund--offered in the United States.

The PNC Financial Services Group is one of the largest U.S. bank managers
of mutual funds with assets currently under management in excess of $30 billion.
This group, through PFPC and PFPC International Ltd., is also a leading mutual
fund service provider having contractual relationships with approximately 400
mutual funds with 3.5 million shareholders and in excess of $106 billion in
assets. This group, through its PNC Institutional Investment Service, provides
investment research to some 250 financial institutions located in the United
States and abroad. PNC Bank provides custodial services for approximately $217
billion in assets, including approximately $106 billion in mutual fund assets.

As adviser, PIMC manages the Fund's portfolio and is responsible for all
purchases and sales of the Fund's portfolio securities. PIMC also maintains the
Fund's financial accounts and records and computes the Fund's net asset value
and net income. For the advisory services provided and expenses assumed by it,
PIMC is entitled to receive a fee, computed daily and payable monthly, based on
the Fund's average net assets. PIMC and the administrators have agreed to reduce
the advisory and administration fees otherwise payable to them to the extent
necessary to ensure that its operating expense ratio (excluding fees paid to
Service Organizations pursuant to Servicing Agreements) does not exceed .27% of
the Fund's average net assets. PIMC and the administrators may terminate this
agreement to reduce fees and limit expenses on 120-days' written notice to the
Fund. Any fees waived or expenses reimbursed by PIMC and the administrators with
respect to a particular fiscal year are not recoverable. For the fiscal year
ended November 30, 1994, the Fund paid investment advisory fees aggregating
.100% (net of waivers of .076%) of the Fund's average daily net assets. Absent
fee waivers, advisory fees would have been .176% of the Fund's average daily net
assets.

As sub-adviser, PNC Bank provides research, credit analysis and
recommendations with respect to the Fund's investments, and supplies PIMC with
certain computer facilities, personnel

11
<PAGE> 15

and other services. For its sub-advisory and other services, PNC Bank is
entitled to receive from PIMC an amount equal to 75% of the advisory fee paid by
the Fund to PIMC (subject to adjustment in certain circumstances). The
sub-advisory fees paid by PIMC to PNC Bank have no effect on the advisory fees
payable by the Fund to PIMC. PNC Bank also serves as the Fund's custodian. The
services provided by PNC Bank and PIMC and the fees payable by the Fund for
these services are described in the Statement of Additional Information under
"Management of the Funds."

ADMINISTRATORS

PFPC, whose principal business address is 400 Bellevue Parkway, Wilmington,
Delaware 19809, and PDI, whose principal business address is 259 Radnor-Chester
Road, Suite 120, Radnor, Pennsylvania 19087, serve as administrators. PFPC is an
indirect wholly-owned subsidiary of PNC Bank Corp. A majority of the outstanding
stock of PDI is owned by its officers. The administrative services provided by
the administrators, which are described more fully in the Statement of
Additional Information, include providing and supervising the operation of an
automated data processing system to process purchase and redemption orders;
assisting in maintaining the Fund's Wilmington, Delaware office; performing
administrative services in connection with the Fund's computer access program
maintained to facilitate shareholder access to the Fund; accumulating
information for and coordinating the preparation of reports to the Fund's
shareholders and the SEC; and maintaining the registration or qualification of
the Fund's shares for sale under state securities laws.

For their administrative services, the administrators are entitled jointly
to receive a fee, computed daily and payable monthly, determined in the same
manner as PIMC's advisory fee described above. (For information regarding the
administrators' obligations to waive administration fees otherwise payable to
them and to reimburse the Fund for operating expenses, see "Investment Adviser
and Sub-Adviser" above.) The Fund also reimburses each administrator for its
reasonable out-of-pocket expenses incurred in connection with the Fund's
computer access program. For the fiscal year ended November 30, 1994, the Fund
paid PFPC, and PDI administration fees aggregating .100% (net of waivers of
.076%) of its average daily net assets. Absent fee waivers, administration fees
would have been .176% of the Fund's average daily net assets.

PFPC also serves as transfer agent, registrar and dividend disbursing
agent. PFPC's address is P.O. Box 8950, Wilmington, Delaware 19885-9628. The
services provided by PFPC and PDI and the fees payable by the Fund for these
services are described in the Statement of Additional Information under
"Management of the Funds."

DISTRIBUTOR

PDI serves as distributor of the Fund's shares. Its principal offices are
located at 259 Radnor-Chester Road, Suite 120, Radnor, Pennsylvania 19087. Fund
shares are sold on a continuous basis by the distributor as agent. The
distributor pays the cost of printing and distributing prospectuses to persons
who are not shareholders of the Fund (excluding preparation and printing
expenses necessary for the continued registration of the Fund's shares) and of
printing and distributing all sales literature. No compensation is payable by
the Fund to the distributor for its distribution services.

12
<PAGE> 16

SERVICE ORGANIZATIONS

Institutional investors, such as banks, savings and loan associations and
other financial institutions, including affiliates of PNC Bank Corp. ("Service
Organizations"), may purchase Dollar Shares. Dollar Shares are identical in all
respects to the Company's MuniFund shares except that they bear the service fees
described below and enjoy certain exclusive voting rights on matters relating to
these fees. The Fund will enter into an agreement with each Service Organization
which purchases Dollar Shares requiring it to provide support services to its
customers who are the beneficial owners of such shares in consideration of the
Fund's payment of .25% (on an annualized basis) of the average daily net asset
value of the Dollar Shares held by the Service Organization for the benefit of
customers. Such services, which are described more fully in the Statement of
Additional Information under "Management of the Funds--Service Organizations,"
include aggregating and processing purchase and redemption requests from
customers and placing net purchase and redemption orders with PFPC; processing
dividend payments from the Fund on behalf of customers; providing information
periodically to customers showing their positions in Dollar Shares; and
providing sub-accounting or the information necessary for sub-accounting with
respect to Dollar Shares beneficially owned by customers. Under the terms of the
agreements, Service Organizations are required to provide to their customers a
schedule of any fees that they may charge to the customers relating to the
investment of the customers' assets in Dollar Shares. MuniFund shares are sold
to institutions that have not entered into servicing agreements with the Fund in
connection with their investments.

EXPENSES

Except as noted above and in the Statement of Additional Information, the
Fund's service contractors bear all expenses in connection with the performance
of their services. Similarly, the Fund bears the expenses incurred in its
operations. For the fiscal year ended November 30, 1994, the Fund's total
expenses (net of waivers of .15%) for MuniFund shares were .26% of the average
daily net assets of the MuniFund shares. For that same period, the Fund's total
expenses (net of waivers of .15%) with respect to Dollar Shares were .51% of the
average daily net assets of the Dollar Shares. With regard to fees paid
exclusively by Dollar Shares, see "Service Organizations" above.

BANKING LAWS

Banking laws and regulations presently prohibit a bank holding company
registered under the Federal Bank Holding Company Act of 1956 or any bank or
non-bank affiliate thereof from sponsoring, organizing or controlling a
registered, open-end investment company engaged continuously in the issuance of
its shares, and prohibit banks generally from issuing, underwriting, selling or
distributing securities such as Fund shares. Such banking laws and regulations
do not prohibit such a holding company or affiliate or banks generally from
acting as investment adviser, transfer agent or custodian to such an investment
company, or from purchasing shares of such a company for or upon the order of
customers. PNC Bank, PIMC and PFPC, as well as some Service Organizations, are
subject to such banking laws and regulations, but believe they may perform the
services for the Fund contemplated by their respective agreements, this
Prospectus and Statement of Additional Information without violating applicable
banking laws or regulations.

13
<PAGE> 17

Should future legislative, judicial or administrative action prohibit or
restrict the activities of bank Service Organizations in connection with the
provision of support services to their customers, the Fund might be required to
alter or discontinue its arrangements with Service Organizations and change its
method of operations with respect to Dollar shares. It is not anticipated,
however, that any change in the Fund's method of operations would affect its net
asset value per share or result in a financial loss to any customer.

DIVIDENDS

Shareholders of the Fund are entitled to dividends and distributions
arising only from the net investment income and capital gains, if any, earned on
its investments. The Fund's net investment income is declared daily as a
dividend to shareholders of record at the close of business on the day of
declaration. Dividends are determined in the same manner and are paid in the
same amount for each share of the Fund irrespective of class, except that Dollar
Shares bear all the expense of fees paid to Service Organizations. As a result,
at any given time, the net yield on Dollar Shares will be approximately .25%
lower than the net yield on MuniFund shares. Shares begin accruing dividends on
the day the purchase order for the shares is executed and continue to accrue
dividends through the day before the redemption order for the shares is
executed. Dividends are paid monthly by check, or by wire transfer if requested
in writing by the shareholder, within five business days after the end of the
month or within five business days after a redemption of all of a shareholder's
shares of a particular series. The Fund does not expect to realize net long-term
capital gains.

Institutional shareholders may elect to have their dividends reinvested in
additional full and fractional shares of the same class of shares with respect
to which such dividends are declared at the net asset value of such shares on
the payment date. Reinvested dividends receive the same tax treatment as
dividends paid in cash. Such election, or any revocation thereof, must be made
in writing to PFPC at P.O. Box 8950, Wilmington, Delaware 19899, and will become
effective after its receipt by PFPC with respect to dividends paid.

PFPC, as transfer agent, will send each Fund shareholder or its authorized
representative an annual statement designating the amount, if any, of any
dividends and distributions made during each year and their federal tax
qualification.

YIELDS

From time to time, the "yields", "effective yields", and "tax-equivalent
yields" for MuniFund shares and Dollar Shares may be quoted in advertisements or
in reports to shareholders. Yield quotations are computed separately for
MuniFund shares and Dollar Shares. The "yield" for each class of Fund shares
refers to the income generated by an investment in the shares of such class over
a specified period, such as a seven-day period, identified in the advertisement.
This income is then "annualized"; that is, the amount of income generated by the
investment during that period is assumed to be generated for each such period
over a 52-week or one-year period and is shown as a percentage of the
investment. The "effective yield" is calculated similarly but, when annualized,
the income earned by an investment in a particular series of Fund shares is
assumed to be reinvested. The "effective yield" will be slightly higher than the
"yield" because of the compounding effect of this assumed reinvestment. The
"tax-equivalent yield" demonstrates the

14
<PAGE> 18

level of taxable yield necessary to produce an after-tax yield equivalent to the
Fund's tax-free yield for MuniFund shares and Dollar Shares. It is calculated by
increasing the yield (calculated as above) by the amount necessary to reflect
the payment of federal taxes at a stated rate. The "tax-equivalent yield" will
always be higher than the "yield".

The Fund's yields may be compared to those of other mutual funds with
similar objectives, to bond or other relevant indices, or to rankings prepared
by independent services or other financial or industry publications that monitor
the performance of mutual funds, or to the average yields reported by the Bank
Rate Monitor from money market deposit accounts offered by the 50 leading banks
and thrift institutions in the top five standard metropolitan statistical areas.
For example, such data are reported in national financial publications such as
IBC/Donoghue's Money Fund Report(R), Ibbotson Associates of Chicago, The Wall
Street Journal and The New York Times, reports prepared by Lipper Analytical
Services, Inc., and publications of a local or regional nature.

The Fund's yield figures for MuniFund shares and Dollar Shares represent
the Fund's past performances, will fluctuate, and should not be considered as
representative of future results. The yield of any investment is generally a
function of portfolio quality and maturity, type of investment, and operating
expenses. Any fees charged by Service Organizations or other institutional
investors directly to their customers in connection with investments in Fund
shares are not reflected in the Fund's yields; and, such fees, if charged, would
reduce the actual return received by customers on their investments. The methods
used to compute the Fund's yields are described in more detail in the Statement
of Additional Information. Investors may call (800) 821-6006 (MuniFund shares
code: 50; Dollar Shares code: 59) to obtain current yield information.

TAXES

The Fund qualified in its last taxable year and intends to qualify in
future years as a "regulated investment company" under the Internal Revenue Code
of 1986, as amended (the "Code"). A regulated investment company is generally
exempt from federal income tax on amounts distributed to its shareholders.

Qualification as a regulated investment company under the Code for a
taxable year requires, among other things, that the Fund distribute to its
shareholders at least the sum of 90% of its exempt-interest income net of
certain deductions and 90% of its investment company taxable income for such
year. Dividends derived from exempt-interest income may be treated by the Fund's
shareholders as items of interest excludable from their gross income under
Section 103(a) of the Code, unless under the circumstances applicable to the
particular shareholder the exclusion would be disallowed. (See the Statement of
Additional Information under "Additional Information Concerning Taxes.")

15
<PAGE> 19

The environmental tax applicable to corporations is imposed at the rate of .12%
on the excess of the corporation's modified federal alternative minimum taxable
income over $2,000,000. Shareholders receiving Social Security benefits should
note that all exempt-interest dividends will be taken into account in
determining the taxability of such benefits.

Dividends declared in October, November or December of any year payable to
shareholders of record on a specified date in such months will be deemed to have
been received by the shareholders and paid by the Fund on December 31 of such
year provided that such dividends are actually paid during January of the
following year.

The foregoing is only a brief summary of some of the important federal tax
considerations generally affecting the Fund and its shareholders. No attempt is
made to present a detailed explanation of the federal, state or local income tax
treatment of the Fund or its shareholders, and this discussion is not intended
as a substitute for careful tax planning. Accordingly, potential investors in
the Fund should consult their tax advisors with specific reference to their own
tax situation.

DESCRIPTION OF SHARES AND MISCELLANEOUS

The Company was organized as a Maryland corporation in 1979 under the name
Municipal Fund for Temporary Investment, Inc. and was reorganized into a
Pennsylvania trust effective June 1, 1981. The Fund commenced operations on
February 4, 1980.

The Company's Declaration of Trust authorizes the Board of Trustees to
issue an unlimited number of full and fractional shares of beneficial interest
in the Company and to classify or reclassify any unissued shares into one or
more classes of shares. Pursuant to such authority, the Board of Trustees has
authorized the issuance of six classes of shares designated as MuniFund,
MuniFund Dollar, MuniCash, MuniCash Dollar, Intermediate Municipal and
Intermediate Municipal Dollar. The Declaration of Trust further authorizes the
trustees to classify or reclassify any class of shares into one or more
sub-classes.

THIS PROSPECTUS AND THE STATEMENT OF ADDITIONAL INFORMATION INCORPORATED
HEREIN RELATE PRIMARILY TO THE FUND AND DESCRIBE ONLY THE INVESTMENT OBJECTIVE
AND POLICIES, OPERATIONS, CONTRACTS, AND OTHER MATTERS RELATING TO THE FUND.
INVESTORS WISHING TO OBTAIN SIMILAR INFORMATION REGARDING MUNICASH OR
INTERMEDIATE MUNICIPAL FUND MAY OBTAIN SEPARATE PROSPECTUSES DESCRIBING THOSE
PORTFOLIOS BY CALLING THE DISTRIBUTOR AT 800-998-7633.

The Company does not intend to hold annual meetings of shareholders except
as required by the 1940 Act or other applicable law. The Company will call a
meeting of shareholders for the purpose of voting upon the question of removal
of a member of the Board of Trustees upon

16
<PAGE> 20

written request of shareholders owning at least 10% of the outstanding shares of
the Company entitled to vote.

Each MuniFund share and Dollar Share represents an equal proportionate
interest in the assets belonging to the Fund. Each share is without par value
and has no preemptive or conversion rights. When issued for payment as described
in this Prospectus, shares will be fully paid and non-assessable.

Holders of the Company's MuniFund shares and Dollar Shares will vote in the
aggregate and not by class on all matters, except where otherwise required by
law and except that only Dollar Shares will be entitled to vote on matters
submitted to a vote of shareholders pertaining to the Fund's arrangements with
Service Organizations. Further, shareholders of all of the Company's portfolios
will vote in the aggregate and not by portfolio except as otherwise required by
law or when the Board of Trustees determines that the matter to be voted upon
affects only the interests of the shareholders of a particular portfolio. (See
the Statement of Additional Information under "Additional Description Concerning
Fund Shares" for examples where the 1940 Act requires voting by portfolio.)
Shareholders of the Company are entitled to one vote for each full share held
(irrespective of class or portfolio) and fractional votes for fractional shares
held. Voting rights are not cumulative, and, accordingly, the holders of more
than 50% of the aggregate shares of the Company may elect all of the trustees.

For information concerning the redemption of Fund shares and possible
restrictions on their transferability, see "Purchase and Redemption of Shares."

As stated above, the Company is organized as a trust under the laws of the
Commonwealth of Pennsylvania. Shareholders of such a trust may, under certain
circumstances, be held personally liable (as if they were partners) for the
obligations of the trust. The Company's Declaration of Trust provides for
indemnification out of the trust property of any shareholder of the Fund held
personally liable solely by reason of being or having been a shareholder and not
because of any acts or omissions or some other reason.

17
<PAGE> 21

[THIS PAGE INTENTIONALLY LEFT BLANK.]
<PAGE> 22

[THIS PAGE INTENTIONALLY LEFT BLANK.]
<PAGE> 23

--------------------------------------------------------------------------------

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS OR IN THE FUND'S
STATEMENT OF ADDITIONAL INFORMATION INCORPORATED HEREIN BY REFERENCE,
IN CONNECTION WITH THE OFFERING MADE BY THIS PROSPECTUS; AND, IF GIVEN
OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON
AS HAVING BEEN AUTHORIZED BY THE COMPANY OR ITS DISTRIBUTOR.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING BY THE COMPANY OR BY
THE DISTRIBUTOR IN ANY JURISDICTION IN WHICH SUCH OFFERING MAY NOT
LAWFULLY BE MADE.

------------------------------------------
TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Background and Expense
Information.................. 2
Financial Highlights........... 3
Investment Objective and
Policies..................... 5
Purchase and Redemption of
Shares....................... 8
Management of the Fund......... 10
Dividends...................... 14
Yields......................... 14
Taxes.......................... 15
Description of Shares and
Miscellaneous................ 16
</TABLE>

PIF-P-009

MUNIFUND

AN INVESTMENT PORTFOLIO
OFFERED BY

MUNICIPAL FUND FOR TEMPORARY INVESTMENT

PROVIDENT
INSTITUTIONAL
FUNDS

Prospectus

March 30, 1995

-----------------------------------------------
<PAGE> 24
MUNICIPAL FUND FOR TEMPORARY INVESTMENT
(MuniFund Dollar Shares)

Cross Reference Sheet

<TABLE>
<CAPTION>
Form N-1A Item Prospectus Caption
-------------- ------------------
<S> <C> <C>
1. Cover Page . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Cover Page

2. Synopsis . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Background and Expense Information

3. Condensed Financial
Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . Financial Highlights; Yields

5. Management of the Fund . . . . . . . . . . . . . . . . . . . . . . . . Management of the Fund; Dividends

6. Capital Stock and Other
Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Cover Page; Financial Highlights;
Dividends; Taxes; Description of Shares
and Miscellaneous

7. Purchase of Securities Being
Offered . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Management of the Fund; Purchase and
Redemption of Shares

8. Redemption or Repurchase . . . . . . . . . . . . . . . . . . . . . . . Purchase and Redemption of Shares

9. Pending Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . Inapplicable
</TABLE>
<PAGE> 25

MuniFund
Dollar Shares
An Investment Portfolio Offered by
MUNICIPAL FUND FOR TEMPORARY INVESTMENT

<TABLE>
<S> <C>
400 Bellevue Parkway For purchase and redemption orders only call:
Suite 100 800-441-7450 (in Delaware: 302-791-5350).
Wilmington, DE 19809 For yield information call: 800-821-6006
(Dollar Shares code: 59).
For other information call: 800-821-7432.
</TABLE>

Municipal Fund for Temporary Investment (the "Company") is a no-load,
diversified, open-end investment company that currently offers shares in three
separate investment portfolios. This Prospectus offers one class of shares
("Dollar Shares") in the MuniFund portfolio, a money market portfolio (the
"Fund"). The Fund's investment objective is to provide institutions with as high
a level of current interest income exempt from federal income taxes as is
consistent with relative stability of principal. The Fund invests substantially
all of its assets in short-term tax-exempt obligations issued by state and local
governments.

------------------------

PNC Institutional Management Corporation ("PIMC") and PNC Bank, National
Association ("PNC Bank") serve as the Fund's adviser and sub-adviser,
respectively. PFPC Inc. ("PFPC") and Provident Distributors, Inc. ("PDI") serve
as the Fund's administrators. PDI also serves as the Fund's distributor. Dollar
Shares are sold exclusively to and must be purchased through Service
Organizations. Service Organizations provide various shareholder services to
their customers in connection with their investment in Dollar Shares. (See
"Management of the Fund--Service Organizations.")

------------------------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR
ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.

------------------------

March 30, 1995

<PAGE> 26

BACKGROUND AND EXPENSE INFORMATION

Two classes of shares are offered by the Fund: MuniFund shares and Dollar
shares. Shares of each class represent equal, pro rata interests in the Fund and
accrue daily dividends in the same manner except that the Dollar Shares bear
fees payable by the Fund (at the rate of .25% per annum) to Service
Organizations for administrative support services they provide to the beneficial
owners of such shares. (See "Management of the Fund--Service Organizations.")

EXPENSE SUMMARY--MUNIFUND DOLLAR

<TABLE>
<CAPTION>
DOLLAR
SHARES
----------
<S> <C> <C>
ESTIMATED ANNUAL FUND OPERATING EXPENSES
(as a percentage of average net assets)
Management Fees (net of waivers)............................................ .10%
Other Expenses.............................................................. .42%
Administration Fees (net of waivers)................................... .10%
Shareholder Servicing Fees............................................. .25%
Miscellaneous.......................................................... .07%
--- ---
Total Fund Operating Expenses (net of waivers).............................. .52%
===
</TABLE>

------------

<TABLE>
<CAPTION>
EXAMPLE 1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
You would pay the following expenses on a $1,000
investment, assuming: (1) a 5% annual return; and (2)
redemption at the end of each time period with respect
to Dollar Shares: $5 $17 $29 $ 65
</TABLE>

THE FOREGOING SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES OR RATE OF RETURN. ACTUAL EXPENSES AND RATE OF RETURN MAY BE GREATER OR
LESSER THAN THOSE SHOWN.

The purpose of the foregoing table is to assist an investor in
understanding the various costs and expenses that an investor in the Fund will
bear directly or indirectly. In addition, Service Organizations may charge fees
for providing services in connection with their customers' investments in Dollar
Shares. (For more complete descriptions of the various costs and expenses, see
"Management of the Fund" in this Prospectus and the Statement of Additional
Information and the financial statements and related notes contained in the
Statement of Additional Information.) For the fiscal year ended November 30,
1994, absent fee waivers, management and administration fees would each have
been .176% of the Fund's average net assets. The investment adviser and
administrators have agreed to waive the advisory and administration fees
otherwise payable to them and to reimburse the Fund for its operating expenses
to the extent necessary to ensure that the operating expense ratio for the Fund
(excluding fees paid to Service Organizations pursuant to Servicing Agreements)
does not exceed .27% of the Fund's average daily net assets. These waivers may
be terminated upon 120-days' written notice to the Fund. Absent such fee waivers
and expense reimbursements for such period, the estimated "Total Fund Operating
Expenses" for Dollar shares would have been .66% of the average daily net assets
of the MuniFund portfolio. The foregoing table has not been audited by the
Fund's independent accountants.

2
<PAGE> 27

FINANCIAL HIGHLIGHTS

The following financial highlights for MuniFund Shares and Dollar Shares
have been derived from the financial statements of the Fund which have been
audited by KPMG Peat Marwick LLP, independent accountants for the six most
recent fiscal years ended November 30, 1994. The tables should be read in
conjunction with the financial statements and related notes included in the
Statement of Additional Information. Further information about the performance
of the Fund is available in the annual report to shareholders, which may be
obtained without charge by calling 800-821-7432.

MUNIFUND SHARES
FINANCIAL HIGHLIGHTS
(For a Share Outstanding Throughout Each Period)

<TABLE>
<CAPTION>
YEAR ENDED NOVEMBER 30,
---------------------------------------------------------------------------------
1994 1993 1992 1991 1990 1989
-------- ---------- ---------- ---------- -------- ----------
<S> <C> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of
Period............................ $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
-------- ---------- ---------- ---------- -------- ----------
Income from Investment Operations:
Net Investment Income............... .0255 .0224 .0285 .0437 .0562 .0602
-------- ---------- ---------- ---------- -------- ----------
Less Distributions:
Dividends to Shareholders from Net
Investment Income................. (.0255) (.0224) (.0285) (.0437) (.0562) (.0602)
-------- ---------- ---------- ---------- -------- ----------
Net Asset Value, End of Period...... $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
======== ========== ========== ========== ======== ==========
Total Return........................ 2.58% 2.27% 2.89% 4.46% 5.77% 6.19%
Ratios/Supplemental Data:
Net Assets, End of Period (000s).... 687,895 1,019,749 1,006,324 1,060,468 988,069 1,075,732
Ratio of Expenses to Average Daily
Net Assets(1)..................... .26% .25% .30% .30% .30% .30%
Ratio of Net Investment Income to
Average Daily Net Assets.......... 2.53% 2.24% 2.86% 4.40% 5.62% 6.01%

1988(2) 1987(2) 1986(2) 1985(2)
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Net Asset Value, Beginning of
Period............................ $ 1.00 $ 1.00 $ 1.00 $ 1.00
---------- ---------- ---------- ----------
Income from Investment Operations:
Net Investment Income............... .0494 .0431 .0454 .0488
---------- ---------- ---------- ----------
Less Distributions:
Dividends to Shareholders from Net
Investment Income................. (.0494) (.0431) (.0454) (.0488)
---------- ---------- ---------- ----------
Net Asset Value, End of Period...... $ 1.00 $ 1.00 $ 1.00 $ 1.00
========== ========== ========== ==========
Total Return........................ 5.21% 4.50% 4.63% 4.99%
Ratios/Supplemental Data:
Net Assets, End of Period (000s).... 1,662,051 2,163,284 2,237,218 1,567,370
Ratio of Expenses to Average Daily
Net Assets(1)..................... .29% .30% .36% .39%
Ratio of Net Investment Income to
Average Daily Net Assets.......... 4.91% 4.31% 4.49% 4.85%
</TABLE>

------------

(2) Total return data has not been audited.

3
<PAGE> 28

MUNIFUND DOLLAR SHARES
FINANCIAL HIGHLIGHTS
(For a Share Outstanding Throughout Each Period)

<TABLE>
<CAPTION>
YEAR ENDED NOVEMBER 30,
--------------------------------------------------------------------------------------------------
JANUARY 17,
1986(2),(4)
TO
1994 1993 1992 1991 1990 1989 1988(4) 1987(4) NOVEMBER 30, 1986
------- ------- ------- ------- ------- ------- ------- ------- ------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of
period..................... $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
------- ------- ------- ------- ------- ------- ------- ------- --------
Income from investment
operations:
Net investment income........ .0230 .0199 .0260 .0412 .0537 .0577 .0469 .0406 .0360
------- ------- ------- ------- ------- ------- ------- ------- --------
Less distributions:
Dividends to shareholders
from net investment
income..................... (.0230) (.0199) (.0260) (.0412) (.0537) (.0577) (.0469) (.0406) (.0360)
------- ------- ------- ------- ------- ------- ------- ------- --------
Net asset value, end of
period..................... $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
======= ======= ======= ======= ======= ======= ======= ======= ========
Total return................. 2.33% 2.02% 2.64% 4.21% 5.52% 5.94% 4.96% 4.25% 4.38%(3)
Ratios/Supplemental data:
Net assets, end of
period (000s).............. 2,785 6,783 1,414 26,418 2,187 10,680 18,243 21,333 618
Ratio of expenses to average
daily net assets(1)........ .51% .50% .55% .55% .55% .55% .54% .55% .61%(3)
Ratio of net investment
income to average daily net
assets..................... 2.28% 1.99% 2.61% 4.15% 5.37% 5.76% 4.66% 4.06% 4.19%(3)
</TABLE>

------------

(2) First issuance of Dollar Shares.

(3) Annualized.

(4) Not covered by Report of Independent Accountants.

4
<PAGE> 29

INVESTMENT OBJECTIVE AND POLICIES

IN GENERAL

Opinions relating to the validity of Municipal Obligations and to the
exemption of interest thereon from federal income tax are rendered by bond
counsel to the respective issuers at the time of issuance, and opinions relating
to the validity of and the tax-exempt status of payments received by the Funds
from tax-exempt derivative securities are rendered by counsel to the respective
sponsors of such securities. The Fund and its investment adviser will rely on
such opinions and will not review independently the underlying proceedings
relating to the issuance of Municipal Obligations, the creation of any
tax-exempt derivative securities, or the bases for such opinions.

Except during periods of unusual market conditions or during temporary
defensive periods, the Fund will invest substantially all, but in no event less
than 80%, of its total assets in Municipal Obligations with remaining maturities
of 397 days (thirteen months) or less as determined in accordance with the rules
of the SEC. The Fund may hold uninvested cash reserves pending investment,
during temporary defensive periods or if, in the opinion of the Fund's
investment

5
<PAGE> 30

adviser, suitable tax exempt obligations are unavailable. There is no percentage
limitation on the amount of assets which may be held uninvested. Uninvested cash
reserves will not earn income.

The Fund may not:

1. Purchase any securities other than Municipal Obligations and put
options with respect to such obligations.

4. Knowingly invest more than 10% of the value of the Fund's assets in
securities with legal or contractual restrictions on resale.

TYPES OF MUNICIPAL OBLIGATIONS

6
<PAGE> 31

or class of facilities or, in some cases, from the proceeds of a special excise
tax or other specific revenue source such as the user of the facility being
financed. Revenue securities include private activity bonds which are not
payable from the unrestricted revenues of the issuer. Consequently, the credit
quality of private activity bonds is usually directly related to the credit
standing of the corporate user of the facility involved.

OTHER INVESTMENT PRACTICES

Municipal Obligations purchased by the Fund may include variable rate
demand notes. Such notes are frequently not rated by credit rating agencies, but
unrated notes purchased by the Fund will be determined by the Fund's investment
adviser to be of comparable quality at the time of purchase to rated instruments
purchaseable by the Fund. Where necessary to ensure that a note is a First Tier
Eligible Security, the Fund will require that the issuer's obligation to pay the
principal of the note be backed by an unconditional bank letter or line of
credit, guarantee, or commitment to lend. While there may be no active secondary
market with respect to a particular variable rate demand note purchased by the
Fund, the Fund may, upon the notice specified in the note, demand payment of the
principal of the note at any time or during specified periods not exceeding
thirteen months, depending upon the instrument involved, and may resell the note
at any time to a third party. The absence of such an active secondary market,
however, could make it difficult for the Fund to dispose of a variable rate
demand note if the issuer were to default on its payment obligation or during
periods that the Fund is not entitled to exercise its demand rights, and the
Fund could, for this or other reasons, suffer a loss to the extent of the
default. While, in general, the Fund will invest only in securities that mature
within thirteen months of purchase, the Fund may invest in variable rate demand
notes which have nominal maturities in excess of thirteen months, if such
instruments carry demand features that comply with conditions established by the
SEC.

In addition, the Fund may acquire "stand-by commitments" with respect to
Municipal Obligations held in its portfolio. Under a stand-by commitment, a
dealer would agree to purchase at the Fund's option specified Municipal
Obligations at a specified price. The Fund will acquire stand-by commitments
solely to facilitate portfolio liquidity and does not intend to exercise its
rights thereunder for trading purposes.

7
<PAGE> 32

The value of the Fund's portfolio securities can be expected to vary
inversely with changes in prevailing interest rates.

PURCHASE AND REDEMPTION OF SHARES

PURCHASE PROCEDURES

Dollar Shares are sold exclusively to institutional investors, such as
banks, savings and loan associations and other financial institutions, including
affiliates of PNC Bank Corp. ("Service Organizations"), acting on behalf of
themselves or their customers and customers of their affiliates ("customers").
The customers, which may include individuals, trusts, partnerships and
corporations, must maintain accounts (such as demand deposit, custody, trust or
escrow accounts) with the Service Organization. Service Organizations (or their
nominees) will normally be the holders of record of Dollar Shares, and will
reflect their customers' beneficial ownership of shares in the account
statements provided by them to their customers. The exercise of voting rights
and the delivery to customers of shareholder communications from the Fund will
be governed by the customers' account agreements with the Service Organizations.
Investors wishing to purchase Dollar Shares should contact their account
representatives.

Purchase orders must be transmitted by a Service Organization directly to
PFPC, the Fund's transfer agent. All such transactions are effected pursuant to
procedures established at the Service Organization in connection with a
customer's account. Shares are sold at the net asset value per share next
determined after receipt of a purchase order by PFPC.

8
<PAGE> 33

Purchase orders for shares are accepted by the Fund only on days on which
both the New York Stock Exchange and the Federal Reserve Bank of Philadelphia
are open for business (a "Business Day") and must be transmitted to PFPC in
Wilmington, Delaware, by telephone (800-441-7450; in Delaware: 302-791-5350) or
through the Fund's computer access program. Orders received before 12:00 noon,
Eastern time, for which payment has been received by PNC Bank, the Fund's
custodian, will be executed at 12:00 noon. Orders received after 12:00 noon and
before 2:30 P.M., Eastern time (or orders received earlier in the same day for
which payment has not been received by 12:00 noon), will be executed at 4:00
P.M., Eastern time, if payment has been received by PNC Bank by that time.
Orders received at other times, and orders for which payment has not been
received by 4:00 P.M., Eastern time, will not be accepted, and notice thereof
will be given to the Service Organization placing the order. (Payment for orders
which are not received or accepted will be returned after prompt inquiry to the
sending institution.) The Fund may in its discretion reject any order for
shares.

Payment for Dollar Shares may be made only in federal funds or other funds
immediately available to PNC Bank. The minimum initial investment by a Service
Organization is $5,000 and there is no minimum subsequent investment; however,
Service Organizations may set higher minimums for their customers.

Conflict of interest restrictions may apply to a Service Organization's
receipt of compensation paid by the Fund on fiduciary funds that are invested in
Dollar Shares. (See also "Management of the Fund--Service Organizations.")
Institutions, including banks regulated by the Comptroller of the Currency, and
investment advisers and other money managers subject to the jurisdiction of the
SEC, the Department of Labor, or state securities commissions, should consult
their legal advisors before investing fiduciary funds in Dollar Shares. (See
also "Management of the Fund--Banking Laws.")

REDEMPTION PROCEDURES

Redemption orders must be transmitted by the Service Organization to PFPC
in Wilmington, Delaware in the manner described under "Purchase Procedures."
Shares are redeemed at the net asset value per share next determined after
PFPC's receipt of the redemption order. While the Fund intends to use its best
efforts to maintain its net asset value per share at $1.00, the proceeds paid to
a shareholder upon redemption may be more or less than the amount invested
depending upon a share's net asset value at the time of redemption.

Payment for redeemed shares for which a redemption order is received by
PFPC before 12:00 noon, Eastern time, on a Business Day is normally made in
federal funds wired to the redeeming shareholder on the same day. Payment for
redeemed shares for which a redemption order is received by PFPC between noon
and 4:00 P.M., Eastern time, on such a business day, or on a day that PNC Bank
is closed, is normally made in federal funds wired to the redeeming shareholder
on the next day that PNC Bank is open for business. The Fund reserves the right
to wire redemption proceeds within 7 days after receiving the redemption order
if, in the judgment of the Fund's investment adviser, an earlier payment could
adversely affect the Fund.

The Fund shall have the right to redeem shares in any account at its net
asset value if the value of the account is less than $1,000 after sixty-days'
prior written notice to the shareholder. Any such redemption shall be effected
at the net asset value per share next determined after the redemption order is
entered. If during the sixty-day period the shareholder increases the value of

9
<PAGE> 34

its account to $1,000 or more, no such redemption shall take place. In addition,
the Fund may redeem shares involuntarily or suspend the right of redemption as
permitted under the 1940 Act, or under certain special circumstances described
in the Statement of Additional Information under "Additional Purchase and
Redemption Information."

OTHER MATTERS

The Fund's net asset value per share for purposes of pricing purchase and
redemption orders is determined by PIMC as of 12:00 noon and 4:00 P.M., Eastern
time, on each Business Day on which both the Federal Reserve Bank of
Philadelphia and the New York Stock Exchange are open for business. Currently,
one or both of these institutions are closed on the customary national business
holidays of New Year's Day, Martin Luther King, Jr. Day, Presidents' Day, Good
Friday, Memorial Day (observed), Independence Day (observed), Labor Day,
Columbus Day, Veterans Day, Thanksgiving Day and Christmas Day (observed). The
net asset value per share of the Fund is calculated by adding the value of all
securities and other assets belonging to the Fund, subtracting liabilities
attributable to each class, and dividing the result by the total number of the
Fund's outstanding shares of each class. In computing net asset value, the Fund
uses the amortized cost method of valuation as described in the Statement of
Additional Information under "Additional Purchase and Redemption Information."
The Fund's net asset value per share for purposes of pricing purchase and
redemption orders is determined independently of the net asset values of the
shares in the Company's other investment portfolios.

Fund shares are sold and redeemed without charge by the Fund. Service
Organizations purchasing or holding Dollar Shares for their customer accounts
may charge customers fees for cash management and other services. In addition,
if a customer has agreed with a particular Service Organization to maintain a
minimum balance in its account with the Service Organization and the balance in
such account falls below that minimum, the customer may be obliged by the
Service Organization to redeem all or part of its shares in the Fund to the
extent necessary to maintain the required minimum balance in such account. A
customer should, therefore, consider the terms of its account with a Service
Organization before purchasing Dollar Shares. A Service Organization purchasing
or redeeming shares on behalf of its customers is responsible for transmitting
orders to the Fund in accordance with its customer agreements, and to provide
customers with account statements with respect to share transactions for their
accounts.

10
<PAGE> 35

MANAGEMENT OF THE FUND

BOARD OF TRUSTEES

The business and affairs of the Fund are managed under the direction of the
Company's Board of Trustees. The trustees of the Company are as follows:

Philip E. Coldwell is an economic consultant and former Member of the
Board of Governors of the Federal Reserve System.

Robert R. Fortune is a financial consultant and former Chairman,
President and Chief Executive Officer of Associated Electric & Gas
Insurance Services Limited.

Rodney D. Johnson is President of Fairmount Capital Advisors, Inc.

G. Willing Pepper, Chairman of the Board and President of the Company,
is a retired President of Scott Paper Company.

Anthony M. Santomero is the Richard K. Mellon Professor of Finance at
The Wharton School, University of Pennsylvania.

David R. Wilmerding, Jr., Vice Chairman of the Board of the Company,
is President and Chief Executive Officer of Gates, Wilmerding, Carper &
Rawlings, Inc.

Mr. Pepper is considered by the Company to be an "interested person"
of the Company as defined in the 1940 Act.

The other officers of the Company are as follows:

Edward J. Roach is Vice President and Treasurer of the Company.

Morgan R. Jones, Secretary of the Company, is a partner of the law
firm of Drinker Biddle & Reath, Philadelphia, Pennsylvania.

INVESTMENT ADVISER AND SUB-ADVISER

PIMC, a wholly-owned subsidiary of PNC Asset Management Group, Inc., which
is in turn a wholly-owned subsidiary of PNC Bank, serves as the Fund's
investment adviser. PIMC was organized in 1977 by Provident National Bank (a
predecessor to PNC Bank) to perform advisory services for investment companies,
and has its principal offices at 400 Bellevue Parkway, Wilmington, Delaware
19809. PNC Asset Management Group, Inc.'s principal business address is 1835
Market Street, Philadelphia, Pennsylvania 19102. PNC Bank serves as the Fund's
sub-adviser. PNC Bank is a wholly-owned, indirect subsidiary of PNC Bank Corp.,
and its principal business address is Broad and Chestnut Streets, Philadelphia,
Pennsylvania 19102. PNC Bank Corp. is a multi-bank holding company. PIMC and PNC
Bank also serve as adviser and sub-adviser, respectively to the Company's
MuniCash and Intermediate Municipal Fund portfolios.

11
<PAGE> 36

As adviser, PIMC manages the Fund's portfolio and is responsible for all
purchases and sales of the Fund's portfolio securities. PIMC also maintains the
Fund's financial accounts and records and computes the Fund's net asset value
and net income. For the advisory services provided and expenses assumed by it,
PIMC is entitled to receive a fee, computed daily and payable monthly, based on
the Fund's average net assets. PIMC and the administrators have agreed to reduce
the advisory and administration fees otherwise payable to them and to reimburse
the Fund for its operating expenses to the extent necessary to ensure that its
operating expense ratio (excluding fees paid to Service Organizations pursuant
to Servicing Agreements) does not exceed .27% of the Fund's average net assets.
PIMC and the administrators may terminate this agreement to reduce fees and
limit expenses on 120 days' written notice to the Fund. Any fees waived or
expenses reimbursed by PIMC and the administrators with respect to a particular
fiscal year are not recoverable. For the fiscal year ended November 30, 1994,
the Fund paid investment advisory fees aggregating .100% (net of waivers of
.076%) of the Fund's average daily net assets. Absent fee waivers, advisory fees
would have been .176% of the Fund's average daily net assets.

As sub-adviser, PNC Bank provides research, credit analysis and
recommendations with respect to the Fund's investments, and supplies PIMC with
certain computer facilities, personnel and other services. For its sub-advisory
and other services, PNC Bank is entitled to receive from PIMC an amount equal to
75% of the advisory fee paid by the Fund to PIMC (subject to adjustment in
certain circumstances). The sub-advisory fees paid by PIMC to PNC Bank have no
effect on the advisory fees payable by the Fund to PIMC. PNC Bank also serves as
the Fund's custodian. The services provided by PNC Bank and PIMC and the fees
payable by the Fund for these services are described in the Statement of
Additional Information under "Management of the Funds."

ADMINISTRATORS

PFPC whose principal business address is 400 Bellevue Parkway, Wilmington,
Delaware 19809, and PDI whose principal business address is 259 Radnor-Chester
Road, Suite 120, Radnor, Pennsylvania 19087, serve as administrators. PFPC is an
indirect wholly-owned subsidiary of PNC Bank Corp. A majority of the outstanding
stock of PDI is owned by its officers. The administrative services provided by
the administrators, which are described more fully in the Statement of
Additional Information, include providing and supervising the operation of an
automated data

12
<PAGE> 37

processing system to process purchase and redemption orders; assisting in
maintaining the Fund's Wilmington, Delaware office; performing administrative
services in connection with the Fund's computer access program maintained to
facilitate shareholder access to the Fund; accumulating information for and
coordinating the preparation of reports to the Fund's shareholders and the SEC;
and maintaining the registration or qualification of the Fund's shares for sale
under state securities laws.

For their administrative services, the administrators are entitled jointly
to receive a fee, computed daily and payable monthly, determined in the same
manner as PIMC's advisory fee described above. (For information regarding the
administrators' obligations to waive administrative fees otherwise payable to
them and to reimburse the Fund for operating expenses, see "Investment Adviser
and Sub-Adviser" above.) The Fund also reimburses each administrator for its
reasonable out-of-pocket expenses incurred in connection with the Fund's
computer access program. For the fiscal year ended November 30, 1994, the Fund
paid PFPC and PDI, administrative fees aggregating .100% (net of waivers of
.076%) of its average daily net assets. Absent fee waivers, administration fees
would have been .176% of the Fund's average daily net assets.

DISTRIBUTOR

SERVICE ORGANIZATIONS

As stated above, Service Organizations may purchase Dollar Shares. Dollar
Shares are identical in all respects to the Company's MuniFund shares except
that they bear the service fees described below and enjoy certain exclusive
voting rights on matters relating to these fees. The Fund will enter into an
agreement with each Service Organization which purchases Dollar Shares requiring
it to provide support services to its customers who are the beneficial owners of
such shares in consideration of the Fund's payment of .25% (on an annualized
basis) of the average daily net asset value of the Dollar Shares held by the
Service Organization for the benefit of customers. Such services, which are
described more fully in the Statement of Additional Information under
"Management of the Fund--Service Organizations," include aggregating and
processing purchase and redemption requests from customers and placing net
purchase and redemption orders with PFPC; processing dividend payments from the
Fund on behalf of customers; providing information periodically to customers
showing their positions in Dollar Shares; and providing sub-accounting or the
information necessary for sub-accounting with respect to Dollar Shares
beneficially owned by customers. Under the terms of the agreements,

13
<PAGE> 38

Service Organizations are required to provide to their customers a schedule of
any fees that they may charge to the customers relating to the investment of the
customers' assets in Dollar Shares.

EXPENSES

Except as noted above and in the Statement of Additional Information, the
Fund's service contractors bear all expenses in connection with the performance
of their services. Similarly, the Fund bears the expenses incurred in its
operations. For the fiscal year ended November 30, 1994, the Fund's total
expenses (net of waivers of .15%) for Dollar Shares were .51% of the average
daily net assets of the Dollar Shares. With regard to fees paid exclusively by
Dollar Shares, see "Service Organizations" above.

BANKING LAWS

Should future legislative, judicial or administrative action prohibit or
restrict the activities of bank Service Organizations in connection with the
provision of support services to their customers, the Fund might be required to
alter or discontinue its arrangements with Service Organizations and change its
method of operations with respect to Dollar Shares. It is not anticipated,
however, that any change in the Fund's method of operations would affect its net
asset value per share or result in a financial loss to any customer.

DIVIDENDS

Shareholders of the Fund are entitled to dividends and distributions
arising only from the net investment income and capital gains, if any, earned on
its investments. The Fund's net investment income is declared daily as a
dividend to shareholders of record at the close of business on the day of
declaration. Dividends are determined in the same manner and are paid in the
same amount for each share of the Fund irrespective of class, except that Dollar
Shares bear all the expense of fees paid to Service Organizations. As a result,
at any given time, the net yield on MuniFund Dollar shares will be approximately
.25% lower than the net yield on MuniFund shares. Shares begin accruing
dividends on the day the purchase order for the shares is executed and continue
to accrue dividends through the day before the redemption order for the shares
is executed. Dividends are paid monthly by check, or by wire transfer if
requested in writing by the shareholder, within five business days after the end
of the month or within five business days after a redemption of all of a
shareholder's shares of a particular class. The Fund does not expect to realize
net long-term capital gains.

14
<PAGE> 39

YIELDS

From time to time, the "yields", "effective yields", and "tax-equivalent
yields" for MuniFund shares and Dollar Shares may be quoted in advertisements or
in reports to shareholders. Yield quotations are computed separately for
MuniFund shares and Dollar Shares. The "yield" for each class of Fund shares
refers to the income generated by an investment in the shares of such class over
a specified period, such as a seven-day period identified in the advertisement.
This income is then "annualized;" that is, the amount of income generated by the
investment during that period is assumed to be generated for each such period
over a 52-week or one-year period and is shown as a percentage of the
investment. The "effective yield" is calculated similarly but, when annualized,
the income earned by an investment in a particular class of Fund shares is
assumed to be reinvested. The "effective yield" will be slightly higher than the
"yield" because of the compounding effect of this assumed reinvestment. The
"tax-equivalent yield" demonstrates the level of taxable yield necessary to
produce an after-tax yield equivalent to the Fund's tax-free yield for MuniFund
shares and Dollar Shares. It is calculated by increasing the yield (calculated
as above) by the amount necessary to reflect the payment of federal taxes at a
stated rate. The "tax-equivalent yield" will always be higher than the "yield".

The Fund's yield figures for MuniFund shares and Dollar Shares represent
the Fund's past performance, will fluctuate, and should not be considered as
representative of future results. The yield of any investment is generally a
function of portfolio quality and maturity, type of investment, and operating
expenses. Any fees charged by Service Organizations directly to their customers
in connection with investments in Dollar Shares are not reflected in the Dollar
Shares' yields; and such fees, if charged, would reduce the actual return
received by customers on their investments. The methods used to compute the
Fund's yields are described in more detail in the Statement of Additional
Information. Investors may call (800) 821-6006 (Dollar Shares code: 59) to
obtain current yield information.

15
<PAGE> 40

TAXES

If the Fund should hold certain private activity bonds issued after August
7, 1986, shareholders must include, as an item of tax preference, the portion of
dividends paid by the Fund that is attributable to interest on such bonds in
their federal alternative minimum taxable income for purposes of determining
liability (if any) for the 26-28% alternative minimum tax applicable to
individuals and the 20% alternative minimum tax and the environmental tax
applicable to corporations. Corporate shareholders must also take all
exempt-interest dividends into account in determining certain adjustments for
federal alternative minimum and environmental tax purposes. The environmental
tax applicable to corporations is imposed at the rate of .12% on the excess of
the corporation's modified federal alternative minimum taxable income over
$2,000,000. Shareholders receiving Social Security benefits should note that all
exempt-interest dividends will be taken into account in determining the
taxability of such benefits.

Dividends declared in October, November or December of any year payable to
shareholders of record on a specified date in such months will be deemed to have
been received by the shareholders and paid by the Fund on December 31 of such
year in the event such dividends are actually paid during January of the
following year.

16
<PAGE> 41

DESCRIPTION OF SHARES AND MISCELLANEOUS

THIS PROSPECTUS RELATES PRIMARILY TO THE DOLLAR SHARES OF THE FUND AND
DESCRIBES ONLY THE INVESTMENT OBJECTIVE AND POLICIES, OPERATIONS, CONTRACTS, AND
OTHER MATTERS RELATING TO THE FUND. INVESTORS WISHING TO OBTAIN SIMILAR
INFORMATION REGARDING THE FUND'S OTHER CLASS OF SHARES, MUNICASH OR INTERMEDIATE
MUNICIPAL FUND MAY OBTAIN SEPARATE PROSPECTUSES BY CALLING THE DISTRIBUTOR AT
800-998-7633.

Each MuniFund share and Dollar Share represents an equal, proportionate
interest in the assets belonging to the Fund. Each share is without par value
and has no preemptive or conversion rights. When issued for payment as described
in this Prospectus, shares will be fully paid and non-assessable.

Holders of the Company's MuniFund shares and Dollar Shares will vote in the
aggregate and not by class on all matters, except where otherwise required by
law and except that only Dollar Shares will be entitled to vote on matters
submitted to a vote of shareholders pertaining to the Fund's arrangements with
Service Organizations. Further, shareholders of all of the Company's portfolios
will vote in the aggregate and not by portfolio except as otherwise required by
law or when the Board of Trustees determines that the matter to be voted upon
affects only the interests of the shareholders of a particular portfolio. (See
the Statement of Additional Information under "Additional Description Concerning
Fund Shares" for examples where the 1940 Act requires voting by portfolio.)
Shareholders of the Company are entitled to one vote for each full share held
(irrespective of class or portfolio) and fractional votes for fractional shares
held. Voting rights are not cumulative and, accordingly, the holders of more
than 50% of the aggregate shares of the Company may elect all of the trustees.

For information concerning the redemption of Fund shares and possible
restrictions on their transferability, see "Purchase and Redemption of Shares."

17
<PAGE> 42

18
<PAGE> 43

[THIS PAGE INTENTIONALLY LEFT BLANK.]
<PAGE> 44

[THIS PAGE INTENTIONALLY LEFT BLANK.]
<PAGE> 45

--------------------------------------------------------------------------------

-----------------------------------------

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Background and Expense
Information.................. 2
Financial Highlights........... 3
Investment Objective and
Policies..................... 5
Purchase and Redemption of
Shares....................... 8
Management of the Fund......... 11
Dividends...................... 14
Yields......................... 15
Taxes.......................... 16
Description of Shares and
Miscellaneous................ 17
</TABLE>

PIF-P-023

MUNIFUND
DOLLAR SHARES

AN INVESTMENT PORTFOLIO
OFFERED BY
MUNICIPAL FUND FOR TEMPORARY INVESTMENT

PROVIDENT
INSTITUTIONAL
FUNDS

Prospectus

March 30, 1995

----------------------------------------------
<PAGE> 46
MUNICIPAL FUND FOR TEMPORARY INVESTMENT
(MuniCash)

Cross Reference Sheet

<TABLE>
<CAPTION>
Form N-1A Item Prospectus Caption
-------------- ------------------
<S> <C> <C>
1. Cover Page . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Cover Page

2. Synopsis . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Background and Expense Information

3. Condensed Financial
Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . Financial Highlights; Yields

5. Management of the Fund . . . . . . . . . . . . . . . . . . . . . . . . Management of the Fund; Dividends

6. Capital Stock and Other
Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Cover Page; Financial Highlights;
Dividends; Taxes; Description of Shares
and Miscellaneous

7. Purchase of Securities Being
Offered . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Management of the Fund; Purchase and
Redemption of Shares

8. Redemption or Repurchase . . . . . . . . . . . . . . . . . . . . . . . Purchase and Redemption of Shares

9. Pending Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . Inapplicable
</TABLE>
<PAGE> 47

MuniCash
An Investment Portfolio Offered by
MUNICIPAL FUND FOR TEMPORARY INVESTMENT

<TABLE>
<S> <C>
400 Bellevue Parkway For purchase and redemption orders only call:
Suite 100 800-441-7450 (in Delaware: 302-791-5350).
Wilmington, DE 19809 For yield information call: 800-821-6006
(MuniCash shares code: 48; MuniCash Dollar
shares code: 54).
For other information call: 800-821-7432.
</TABLE>

Municipal Fund for Temporary Investment (the "Company") is a no-load,
diversified, open-end investment company that currently offers shares in three
separate investment portfolios. The shares described in this Prospectus
represent interests in the MuniCash portfolio, a money market portfolio (the
"Fund"). The Fund's investment objective is to provide institutions with as high
a level of current interest income exempt from federal income taxes as is
consistent with relative stability of principal. The Fund invests substantially
all of its assets in short-term tax-exempt obligations issued by state and local
governments.

Fund shares may not be purchased by individuals directly, but institutional
investors may purchase shares for accounts maintained by individuals. In
addition to MuniCash shares, investors may purchase MuniCash "Dollar" shares,
which accrue daily dividends in the same manner as MuniCash shares but bear all
fees payable by the Fund to institutional investors for certain services they
provide to the beneficial owners of such shares. (See "Management of the
Fund--Service Organizations.")
------------------------

SHARES OF THE FUND ARE NOT DEPOSITS OR OBLIGATIONS OF OR GUARANTEED,
ENDORSED, OR OTHERWISE SUPPORTED BY PNC BANK CORP. OR ITS AFFILIATES, OR THE
U.S. GOVERNMENT, AND ARE NOT FEDERALLY INSURED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION, THE FEDERAL RESERVE BOARD OR ANY OTHER AGENCY. AN INVESTMENT IN THE
FUND INVOLVES INVESTMENT RISKS, INCLUDING THE POSSIBLE LOSS OF PRINCIPAL. THERE
CAN BE NO ASSURANCE THAT IT WILL BE ABLE TO MAINTAIN ITS NET ASSET VALUE OF
$1.00 PER SHARE. ------------------------

------------------------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

------------------------

March 30, 1995

<PAGE> 48

BACKGROUND AND EXPENSE INFORMATION

Two classes of shares are offered by this Prospectus: MuniCash shares and
MuniCash Dollar shares ("Dollar Shares"). Shares of each series represent equal,
pro rata interests in the Fund and accrue daily dividends in the same manner
except that the Dollar Shares bear fees payable by the Fund (at the rate of .25%
per annum) to institutional investors for services they provide to the
beneficial owners of such shares. (See "Management of the Fund--Service
Organizations.")

EXPENSE SUMMARY

<TABLE>
<CAPTION>
MUNICASH
MUNICASH DOLLAR
ESTIMATED ANNUAL FUND OPERATING EXPENSES SHARES SHARES
------------ ------------
<S> <C> <C> <C> <C>
(as a percentage of average net assets)
Management Fees (net of waivers)............................. .06% .06%
Other Expenses............................................... .12% .37%
Administration Fees (net of waivers).................... .06% .06%
Shareholder Servicing Fees.............................. 0% .25%
Miscellaneous........................................... .06% .06%
---- ---- ---- ----
Total Fund Operating Expenses (net of waivers)............... .18% .43%
==== ====
</TABLE>

---------------

<TABLE>
<CAPTION>
EXAMPLE 1 YEAR 3 YEARS 5 YEARS 10 YEARS
------------------------------------------------------------- ------ ------- ------- --------
<S> <C> <C> <C> <C>
You would pay the following expenses on a $1,000 investment,
assuming: (1) a 5% annual return; and (2) redemption at the
end of each time period with respect to the following
shares:
MuniCash shares:........................................ $2 $ 6 $10 $23
Dollar Shares:.......................................... $4 $14 $24 $54
</TABLE>

THE FOREGOING SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES OR RATE OF RETURN. ACTUAL EXPENSES AND RATE OF RETURN MAY BE GREATER OR
LESSER THAN THOSE SHOWN.

The purpose of the foregoing table is to assist an investor in
understanding the various costs and expenses that an investor in the Fund will
bear directly or indirectly. In addition, institutional investors may charge
fees for providing services in connection with their customers' investments in
Dollar shares. (For more complete descriptions of the various costs and
expenses, see "Management of the Fund" in this Prospectus and the Statement of
Additional Information and the financial statements and related notes contained
in the Statement of Additional Information.) For the fiscal year ended November
30, 1994, absent fee waivers, management and administration fees would each have
been .176% of the Fund's average net assets. The investment adviser and
administrators have agreed to waive the advisory and administrative fees
otherwise payable to them and to reimburse the Fund for its operating expenses
to the extent necessary to ensure that the operating expense ratio for the Fund
(excluding fees paid to Service Organizations pursuant to Servicing Agreements)
does not exceed .18% of the Fund's average daily net assets. These waivers may
be terminated upon 120-days' written notice to the Fund. Absent such fee waivers
and expense reimbursements for such period, the estimated "Total Fund Operating
Expenses" for MuniCash shares and Dollar shares would have been .42% and .67%,
respectively, of the average daily net assets of the MuniCash portfolio. The
foregoing table has not been audited by the Fund's independent accountants.

2
<PAGE> 49

FINANCIAL HIGHLIGHTS

The following financial highlights for MuniCash Shares and Dollar Shares
have been derived from the financial statements of the Fund which have been
audited by KPMG Peat Marwick LLP, independent accountants for the six most
recent fiscal years ended November 30, 1994. The tables should be read in
conjunction with the financial statements and related notes included in the
Statement of Additional Information. Further information about the performance
of the Fund is available in the annual report to shareholders, which may be
obtained without charge by calling 800-821-7432.

MUNICASH SHARES
FINANCIAL HIGHLIGHTS
(For a Share Outstanding Throughout Each Period)

<TABLE>
<CAPTION>
NOVEMBER 1,
YEAR ENDED NOVEMBER 30, 1985(1) TO
---------------------------------------------------------------------------------------------------- NOVEMBER 30,
1994 1993 1992 1991 1990 1989 1988(4) 1987(4) 1986(4) 1985(4)
-------- -------- -------- -------- -------- ------- ------- ------- ------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset
value,
beginning
of
period..... $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
-------- -------- -------- -------- -------- ------- ------- ------- ------- --------
Income from
investment
operations:
Net
investment
income..... .0266 .0235 .0300 .0453 .0577 .0613 .0506 .0436 .0463 .0038
-------- -------- -------- -------- -------- ------- ------- ------- ------- --------
Less
distributions:
Dividends to
shareholders
from net
investment
income..... (.0266) (.0235) (.0300) (.0453) (.0577) (.0613) (.0506) (.0436) (.0463) (.0038)
-------- -------- -------- -------- -------- ------- ------- ------- ------- --------
Net asset
value, end
of
period..... $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
======== ======== ======== ======== ======== ======= ======= ======= ======= ========
Total
return..... 2.69% 2.38% 3.04% 4.62% 5.93% 6.31% 5.18% 4.45% 4.73% 4.84%(2)
Ratios/Supplemental
data:
Net assets,
end of
period
(000s)..... 273,439 572,482 857,812 361,280 352,614 60,312 37,702 13,925 7,918 30
Ratio of
expenses to
average
daily net
assets(3).... .19% .20% .20% .20% .15% .24% .24% .30% .34% .43%(2)
Ratio of net
investment
income to
average
daily net
assets..... 2.59% 2.36% 2.90% 4.58% 5.76% 6.10% 5.05% 4.36% 4.54% 4.65%(2)
</TABLE>

---------------
(1)First issuance of MuniCash shares.
(2)Annualized.

(3)Without the waiver of advisory and administration fees, the ratios of
expenses to average daily net assets would have been 0.42%, 0.42%, 0.40%, 0.43%,
0.43%, 0.44%, 0.43%, 0.43%, 0.46% and 0.58% (annualized) for the years ended
November 30, 1994, 1993, 1992, 1991, 1990, 1989, 1988, 1987, 1986 and for the
period ended November 30, 1985, respectively.

(4)Total return data has not been audited.

3
<PAGE> 50

MUNICASH DOLLAR SHARES
FINANCIAL HIGHLIGHTS
(For a Share Outstanding Throughout Each Period)

<TABLE>
<CAPTION>
YEAR ENDED NOVEMBER 30,
---------------------------------------------------------------------------------------------------------
1994 1993 1992 1991 1990 1989 1988(2) 1987(2) 1986(2) 1985(2)
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value,
beginning of
period............... $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
Income from investment
operations:
Net investment
income............... .0241 .0210 .0275 .0428 .0552 .0588 .0483 .0414 .0443 .0473
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
Less distributions:
Dividends to
shareholders from
net investment
income............... (.0241) (.0210) (.0275) (.0428) (.0552) (.0588) (.0483) (.0414) (.0443) (.0473)
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
Net asset value, end of
period............... $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
======= ======= ======= ======= ======= ======= ======= ======= ======= =======
Total return........... 2.44% 2.13% 2.79% 4.37% 5.68% 6.06% 4.93% 4.20% 4.48% 4.59%
Ratios/Supplemental
data:
Net assets, end of
period (000s)........ 99,688 95,225 81,669 49,582 52,213 40,102 52,773 61,842 55,580 25,268
Ratios of expenses to
average
daily net assets(1).... .44% .45% .45% .45% .40% .49% .47% .52% .54% .50%
Ratios of net
investment income to
average daily net
assets............... 2.34% 2.11% 2.70% 4.33% 5.51% 5.87% 4.82% 4.14% 4.34% 4.70%
</TABLE>

---------------

(1)Without the waiver of advisory and administration fees, the ratios of
expenses to average daily net assets would have been 0.67%, 0.67%, 0.65%, 0.68%,
0.68%, 0.69%, 0.66%, 0.65%, 0.66% and 0.67%, for the years ended November 30,
1994, 1993, 1992, 1991, 1990, 1989, 1988, 1987, 1986 and 1985, respectively.

(2)Total return data has not been audited.

4
<PAGE> 51

INVESTMENT OBJECTIVE AND POLICIES

IN GENERAL

Opinions relating to the validity of Municipal Obligations and to the
exemption of interest thereon from federal income tax are rendered by bond
counsel to the respective issuers at the time of issuance, and opinions relating
to the validity of and the tax-exempt status of payments received by the Funds
from tax-exempt derivative securities are rendered by counsel to the respective
sponsors of such securities. The Fund and its investment adviser will rely on
such opinions and will not review independently the underlying proceedings
relating to the issuance of Municipal Obligations, the creation of any
tax-exempt derivative securities, or the bases for such opinions.

The Fund will purchase only Municipal Obligations which are "Eligible
Securities" (as defined by the SEC) and which present minimal credit risks as
determined by the Fund's investment adviser pursuant to guidelines approved by
the Company's Board of Trustees. Eligible Securities consist of (i) securities
that either (a) have short-term debt ratings at the time of purchase within the
two highest rating categories assigned by at least two unaffiliated nationally
recognized statistical rating organizations ("Rating Agencies") (or one Rating
Agency if the security was rated by only one Rating Agency), or (b) are issued
by issuers with such ratings, and (ii) certain securities that are unrated
(including securities of issuers that have long-term but not short-term ratings)
but are of comparable quality as determined by the Fund's investment adviser
pursuant to guidelines approved by the Company's Board of Trustees. The Appendix
to the Statement of Additional Information includes a description of applicable
ratings by Rating Agencies.

Except during periods of unusual market conditions or during temporary
defensive periods, the Fund will invest substantially all, but in no event less
than 80%, of its total assets in Municipal Obligations with remaining maturities
of 397 days (thirteen months) or less as determined in accordance with the rules
of the SEC. The Fund may hold uninvested cash reserves pending investment,
during temporary defensive periods or if, in the opinion of the Fund's
investment

5
<PAGE> 52

adviser, suitable tax-exempt obligations are unavailable. There is no percentage
limitation on the amount of assets which may be held uninvested. Uninvested cash
reserves will not earn income.

The Fund may not:

1. Purchase any securities other than obligations the interest on
which is exempt from federal income tax, and put options with respect to
such obligations.

4. Knowingly invest more than 10% of the value of the Fund's assets in
securities with legal or contractual restrictions on resale.

TYPES OF MUNICIPAL OBLIGATIONS

6
<PAGE> 53

OTHER INVESTMENT PRACTICES

Municipal Obligations purchased by the Fund may include variable rate
demand notes. Such notes are frequently not rated by credit rating agencies, but
unrated notes purchased by the Fund will be determined by the Fund's investment
adviser to be of comparable quality at the time of purchase to rated instruments
purchasable by the Fund. Where necessary to ensure that a note is an Eligible
Security, the Fund will require that the issuer's obligation to pay the
principal of the note be backed by an unconditional bank letter or line of
credit, guarantee, or commitment to lend. While there may be no active secondary
market with respect to a particular variable rate demand note purchased by the
Fund, the Fund may, upon the notice specified in the note, demand payment of the
principal of the note at any time or during specified periods not exceeding
thirteen months, depending upon the instrument involved, and may resell the note
at any time to a third party. The absence of such an active secondary market,
however, could make it difficult for the Fund to dispose of a variable rate
demand note if the issuer were to default on its payment obligation or during
periods that the Fund is not entitled to exercise its demand rights, and the
Fund could, for this or other reasons, suffer a loss to the extent of the
default. While, in general, the Fund will invest only in securities that mature
within thirteen months of purchase, the Fund may invest in variable rate demand
notes which have nominal maturities in excess of thirteen months, if such
instruments carry demand features that comply with conditions established by the
SEC.

7
<PAGE> 54

The value of the Fund's portfolio securities can be expected to vary
inversely with changes in prevailing interest rates.

PURCHASE AND REDEMPTION OF SHARES

PURCHASE PROCEDURES

Fund shares are sold at the net asset value per share next determined after
receipt of a purchase order by PFPC, the Fund's transfer agent. Purchase orders
for shares are accepted by the Fund only on days on which both the New York
Stock Exchange and the Federal Reserve Bank of Philadelphia are open for
business and must be transmitted to PFPC in Wilmington, Delaware by telephone
(800-441-7450; in Delaware: 302-791-5350) or through the Fund's computer access
program. Orders received before 12:00 noon, Eastern time, for which payment has
been received by PNC Bank, the Fund's custodian, will be executed at 12:00 noon.
Orders received after 12:00 noon and before 2:30 P.M., Eastern time (or orders
received earlier in the same day for which payment has not been received by
12:00 noon), will be executed at 4:00 P.M., Eastern time, if payment has been
received by PNC Bank by that time. Orders received at other times, and orders
for which payment has not been received by 4:00 P.M., Eastern time, will not be
accepted, and notice thereof will be given to the institution placing the order.
(Payment for orders which are not received or accepted will be returned after
prompt inquiry to the sending institution.) The Fund may in its discretion
reject any order for shares.

8
<PAGE> 55

REDEMPTION PROCEDURES

The Fund shall have the right to redeem shares in any account if the value
of the account is less than $1,000 after sixty-days' prior written notice to the
shareholder. Any such redemption shall be effected at the net asset value per
share next determined after the redemption order is entered. If during the
sixty-day period the shareholder increases the value of its account to $1,000 or
more, no such redemption shall take place. In addition, the Fund may redeem
shares involuntarily or suspend the right of redemption or under certain special
circumstances described in the Statement of Additional Information under
"Additional Purchase and Redemption Information."

OTHER MATTERS

9
<PAGE> 56

of the Fund is calculated by adding the value of all securities and other assets
belonging to the Fund, subtracting liabilities attributable to each class, and
dividing the result by the total number of the Fund's outstanding shares of each
class. In computing net asset value, the Fund uses the amortized cost method of
valuation as described in the Statement of Additional Information under
"Additional Purchase and Redemption Information." The Fund's net asset value per
share for purposes of pricing purchase and redemption orders is determined
independently of the net asset values of the shares in the Company's other
investment portfolios.