January 21, 1997
U.S. Securities and Exchange Commission
Attn: Filing Desk
450 5th Street, N.W.
Washington, DC 20549
RE: Rule 24(f)-2 Notice for Municipal Fund for Temporary Investment
File No. 2-64358
Dear Gentlemen and Ladies:
Pursuant to Rule 24(f)-2 of the Investment Company Act of 1940, the above
referenced Fund hereby files the following:
1. Rule 24(f)-2 Notice; and
2. Opinion of Counsel.
We will obtain confirmation of this filing via our CompuServe account,
72741,733. If there are any questions on this filing I can be reached at
(302) 791-2919.
Very Truly Yours,
Wendy McGee
Legal Assistant
Enclosures
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 which this notice is filed: November 30, 1996
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:
Number of Shares Amount
Municipal Fund for Temporary Investment 7,605,190 $78,646,257
8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2:
Number of Shares Amount
Municipal Fund for Temporary Investment 1,565,366,427 $1,578,361,671
9. Number and aggregate sale price of securities sold during fiscal year:
Number of Aggregate
Name of Portfolio Portfolio Shares Sales Price
MuniFund Portfolio Shares 5,212,511,683 $5,212,511,683
MuniCash Portfolio Shares 5,121,589,834 5,121,589,834
Intermediate Municipal Portfolio Shares 4,422 47,907
Total 10,334,105,939 $10,334,149,424
10. Number and aggregate sale price of securities sold during the fiscal
year in reliance upon registration pursuant to rule 24f-2:
Number of Aggregate
Name of Portfolio Portfolio Shares Sales Price
MuniFund Portfolio Shares 4,113,896,114 $4,113,896,114
MuniCash Portfolio Shares 4,563,245,382 4,563,245,382
Intermediate Municipal Portfolio Shares NONE NONE
Total 8,677,141,496 $8,677,141,496
11. Number and aggregate sale price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable:
Number of Aggregate
Name of Portfolio Portfolio Shares Sales Price
MuniFund Portfolio Shares 4,177,069 $4,177,069
MuniCash Portfolio Shares 6,746,509 6,746,509
Intermediate Municipal Portfolio Shares 130 1,433
Total 10,923,708 $10,925,011
12. Calculation of registration fee:
(i) Aggregate sale price of securities sold during the
fiscal year in reliance on rule 24f-2 (from Item 10): $ 8,677,141,496
(ii) Aggregate price of shares issued in connection
with dividend reinvestment plans (from Item 11,
if applicable): + 10,925,011
(iii) Aggregate price of shares redeemed or repurchased
during the fiscal year (if applicable): - 10,520,947,697
(iv) Aggregate price of shares redeemed or repurchased
and previously applied as a reduction to filing fees
pursuant to rule 24e-2 (if applicable): + 0
(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): $ (1,832,881,190)
(vi) Multiplier prescribed by Section 6(b) of the
Securities Act of 1933 or other applicable law
or regulation: / 3300
(vii) Fee due [line (i) or line (v) multiplied
by line (vi)]: $ 0
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: /s/Edward J. Roach
Edward J. Roach
Vice President and Treasurer
Date: January 21, 1997
DRINKER BIDDLE & REATH
1345 Chestnut Street
Philadelphia, PA 19107
January 21, 1997
Via EDGAR Transmission
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 (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 during the Company's fiscal year ended
November 30, 1996, pursuant to Rule 24f-2 under the Investment Company Act
of 1940, of 4,113,896,114 shares of beneficial interest ("Shares") in the
Company's MuniFund portfolio ("MuniFund Portfolio Shares") and 4,563,245,382
Shares in the Company's MuniCash portfolio ("MuniCash Portfolio Shares")
(collectively hereinafter referred to as "Portfolio Shares") under the
Securities Act of 1933. 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 By-Laws,
resolutions adopted by its Board of Trustees and shareholders, the Company's
Rule 24f-2 Notice dated January 21, 1997 and such other legal and factual
matters as we have deemed appropriate.
On the basis of the foregoing, we are of the opinion that the
aforementioned 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
