February 27, 1996
U.S. Securities and Exchange Commission
Attn: Filing Desk
450 5th Street, N.W.
Washington, DC 20549
RE: Rule 24(f)-2 Notice for Provident Institutional Funds, Inc.
File No. 33-70104
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: Provident Institutional Funds, Inc.
Bellevue Park Corporate Center
400 Bellevue Parkway, Suite 100
Wilmington, DE 19809
2. Name of each series or class of funds for which this notice is filed:
Short Duration Fund, Common Stock ($.001 par value)
Intermediate Duration Fund, Common Stock ($.001 par value)
3. Investment Company Act File Number: 811-8072
Securities Act File Number: 33-70104
4. Last day of fiscal year for which this notice is filed: 12/31/95
5. Check box if this notice is being filed more than 180 days after the close
of the issuer's fiscal year of 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:
None
8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2:
None
9. Number and aggregate sale price of securities sold during the fiscal year:
None
10. Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to rule 24f-2:
None
11. Number and aggregate sale price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable:
Short Duration Fund
Number: 4214
Sale Price: $40,434
Intermediate Duration Fund
Number: 1963
Sale Price: $18,309
Total
Number: 6,177
Sale Price: $58,743
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): $ 0
(ii) Aggregate price of shares issued in connection with dividend
reinvestment plans (from Item 11, if applicable): + 58,743
(iii) Aggregate price of shares redeemed or repurchased during the fiscal
year (if applicable): - 41,068,761
(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): $ (41,010,018)
(vi) Multiplier prescribed by Section 6(b) of the Securities Act of 1933 or
other applicable law or regulation: \ 2900
(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
Treasurer
Date February 27, 1996
February 27, 1996
Provident Institutional Funds, Inc.
Bellevue Park Corporate Center
400 Bellevue Parkway, Suite 100
Wilmington, DE 19809
RE: Rule 24f-2 Notice For Provident Institutional Funds, Inc. -- Short
Duration Fund and Intermediate Duration Fund
(Registration No. 33-70104)
Gentlemen:
We have acted as counsel for Provident Institutional Funds, Inc., a Maryland
corporation (the "Company"), in connection with the issuance of 4,214 shares
of Series A Common Shares and 1,963 shares of its Series B Common Shares
during the Company's fiscal year ended December 31, 1995 (the "Fiscal Year").
In giving the opinion stated below, we have reviewed the Company's Articles of
Incorporation and Amended and Restated By-Laws, resolutions adopted by its
Board of Directors and shareholders, the Company's Rule 24-2 Notice dated
February 27, 1996, and such other legal and factual matters as we have deemed
appropriate.
At all times during the Fiscal Year, the Company was authorized to issue a
total of one hundred billion shares of Common Stock, par value of $.001 per
share, of which one hundred million shares were classified as Series A Common
Shares, and one hundred million shares were classified as Series B Common
Shares.
In addition, we have been informed by the Company that at no time during the
Fiscal Year did the number of issued and outstanding shares of the Company's
Series A Common Shares or Series B Common Shares exceed the number of shares
classified at that time as Series A Common Shares or Series B Common Shares,
respectively.
On the basis of the foregoing, we are of the opinion that the aforementioned
shares of Series A Common Shares and Series B Common Shares registered
pursuant to Rule 24f-2 during the Fiscal Year were, when issued for payment as
described in the Company's prospectuses for its Short Duration Fund and
Intermediate Duration Fund portfolios, respectively, validly issued, fully
paid and non-assessable by the Company.
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
