<PAGE> 1
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 24F-2
ANNUAL NOTICE OF SECURITIES SOLD
PURSUANT TO RULE 24f-2
1. Name and address of issuer:
Municipal Fund for Temporary Investment
400 Bellevue Parkway
Wilmington, DE 19809
2. Name of each series or class of funds for which this notice is filed:
MuniFund ("MuniFund Portfolio Shares")
MuniCash ("MuniCash Portfolio Shares")
Intermediate Municipal Fund ("Intermediate Municipal Portfolio
Shares")
3. Investment Company Act File Number: 811-2919
Securities Act File Number: 2-64358
4. Last day of fiscal year for which this notice is filed: November 30, 1995
5. Check box if this notice is being filed more than 180 days after the
close of the issuer's fiscal year for purposes of reporting securities
sold after the close of the fiscal year but before termination of the
issuer's 24f-2 declaration:
/ /
6. Date of termination of issuer's declaration under Rule 24f-2(a)(1), if
applicable: N/A
7. Number and amount of securities of the same class or series which had
been registered under the Securities Act of 1933 other than pursuant to
Rule 24f-2 in a prior fiscal year, but which remained unsold at the
beginning of the fiscal year:
MuniFund Portfolio Shares None
MuniCash Portfolio Shares None
Intermediate Municipal Portfolio Shares 7,050,618
8. Number and amount of securities registered during the fiscal year other
than pursuant to Rule 24f-2:
<TABLE>
<CAPTION>
Number of
Portfolio Aggregate
Name of Portfolios Shares Sales Price
---------------------------------------- ------ -----------
<S> <C> <C>
MuniFund Portfolio Shares 1,072,838,367 $1,072,838,367
MuniCash Portfolio Shares 576,862,865 576,862,865
Intermediate Municipal Portfolio Shares 861,368 9,356,836
------------- --------------
TOTAL 1,650,562,600 $1,659,058,068
</TABLE>
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9. Number and aggregate sale price of securities sold during the fiscal
year:
<TABLE>
<CAPTION>
Number of
Portfolio Aggregate
Name of Portfolios Shares Sales Price
---------------------------------------- ------ -----------
<S> <C> <C>
MuniFund Portfolio Funds 5,863,156,883 $5,863,156,883
MuniCash Portfolio Funds 3,821,513,734 3,821,513,734
Intermediate Municipal Portfolio Shares 306,662 3,265,704
------------- --------------
TOTAL 9,684,977,279 $9,687,936,321
</TABLE>
10. Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to Rule 24f-2:
<TABLE>
<CAPTION>
Number of
Portfolio Aggregate
Name of Portfolios Shares Sales Price
---------------------------------------- ------ -----------
<S> <C> <C>
MuniFund Portfolio Shares 4,793,509,011 $4,793,509,011
MuniCash Portfolio Shares 3,250,150,718 3,250,150,718
Intermediate Municipal Portfolio Shares None None
------------- --------------
TOTAL 8,043,659,729 $8,043,659,729
</TABLE>
11. Number and aggregate sale price of securities issued during the fiscal
year in connections with dividend reinvestment plans, if applicable:
<TABLE>
<CAPTION>
Number of
Portfolio Aggregate
Name of Portfolios Shares Sales Price
---------------------------------------- ------ -----------
<S> <C> <C>
MuniFund Portfolio Shares 3,190,495 3,190,495
MuniCash Portfolio Shares 5,499,849 5,499,849
Intermediate Municipal Portfolio Shares 134 1,441
--------- ----------
TOTAL 8,690,478 $8,691,785
</TABLE>
12. Calculation of registration fee:
<TABLE>
<S> <C> <C> <C>
(i) Aggregate sale price of securities sold during the fiscal
year in reliance on Rule 24f-2: $ 9,687,936,321
(ii) Aggregate price of shares issued in connection with
dividend reinvestment plans (from Item 11, if applicable): + $ 8,691,785
(iii) Aggregate price of shares redeemed or repurchased during
the fiscal year (if applicable): - $ 9,621,731,400
(iv) Aggregate price of shares redeemed or repurchased and
previously applied as a reduction to filing fees
pursuant to Rule 24e-2 (if applicable): + ($ 1,652,968,377)
</TABLE>
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<TABLE>
<S> <C> <C> <C>
(v) Net aggregate price of securities sold and issued during
the fiscal year in reliance on Rule 24f-2 [line (I), plus
line (ii), less line (iii), plus line (iv)](if applicable): ($ 1,578,071,671)
(vi) Multiplier prescribed by Sections 6(b) of the Securities Act
of 1933 or other applicable law or regulation (see
Instruction C.6): x 1/2900
(vii) Fee due [line (I) or line (v) multiplied by line (vi)]: 0
=================
</TABLE>
Instruction: Issuers should complete lines (ii), (iii), (iv), and (v) only if
the form is being filed within 60 days after the close of the
issuer's fiscal year. See Instruction C.3.
13. Check box if fees are being remitted to the Commission's lockbox
depository as described in Section 3a of the Commission's Rules of
Informal and Other Procedures (17 CFR 202.3a).
/ /
Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository:
SIGNATURES
This report has been signed below by the following persons on behalf of
the issuer and in the capacities and on the dates indicated.
By (Signature and Title)* /s/ EDWARD J. ROACH
-------------------------
EDWARD J. ROACH
-------------------------
Vice President & Treasuer
-------------------------
Date 1/22/96
------------
*Please print the name and title of the signing officer below the signature.
<PAGE> 4
DRINKER BIDDLE & REATH
1345 Chestnut Street
Philadelphia, PA 19107
January 26, 1996
Municipal Fund for Temporary Investment
Bellevue Park Corporate Center
400 Bellevue Parkway, Suite 100
Wilmington, Delaware 19809
RE: RULE 24f-2 NOTICE FOR MUNICIPAL FUND FOR TEMPORARY INVESTMENT
(MUNIFUND, MUNICASH AND INTERMEDIATE MUNICIPAL FUND PORTFOLIOS)
REGISTRATION NO. 2-64358
Ladies and Gentlemen:
We have acted as counsel for Municipal Fund for Temporary Investment,
a Pennsylvania common law trust (the "Company"), and have been informed by the
Company of the registration pursuant to Rule 24f-2 of 4,793,509,011 shares of
beneficial interest ("shares") in the Company's MuniFund portfolio ("MuniFund
Portfolio Shares") and 3,250,150,718 shares in the MuniCash portfolio
("MuniCash Portfolio Shares") (collectively, hereinafter referred to as
"Portfolio Shares") under the Securities Act of 1933. During the Company's
fiscal year ended November 30, 1995, all of the foregoing Portfolio Shares were
registered pursuant to Rule 24f-2 under the Investment Company Act of 1940.
The Company is authorized to issue an unlimited number of Portfolio Shares,
without par value.
We have reviewed the Company's Declaration of Trust, as amended, its
Code of Regulations, resolutions adopted by its Board of Trustees and
shareholders, and such other legal and factual matters as we have deemed
appropriate.
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On the basis of the foregoing, we are of the opinion that the
foregoing Portfolio Shares registered pursuant to Rule 24f-2 were, when issued
for payment as described in the Company's Prospectuses, validly issued, fully
paid, and non-assessable by the Company.
Under Pennsylvania law, shareholders could, under certain
circumstances, be held personally liable for the obligations of the Company.
However, the Declaration of Trust disclaims shareholder liability for acts or
obligations of the Company and requires that notice of such disclaimer be given
in any written agreement, undertaking or obligation made or issued on behalf of
the Company. The Declaration of Trust provides for indemnification out of the
assets of the Company for all loss and expense of any shareholder held
personally liable solely by reason of his or her being or having been a
shareholder. Thus, the risk of a shareholder's incurring financial loss on
account of shareholder liability is limited to circumstances in which the
Company itself would be unable to meet its obligations.
We hereby consent to the filing of this opinion with the Securities
and Exchange Commission as part of the Company's Rule 24f-2 Notice.
Very truly yours,
/s/ DRINKER BIDDLE & REATH
--------------------------
DRINKER BIDDLE & REATH
