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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
RULE 24F-2 NOTICE
FOR
TEMPORARY INVESTMENT FUND, INC.
(Name of Registrant)
Investment Company Act of 1940 File No. 2-47015
Bellevue Park Corporate Center
400 Bellevue Parkway
Suite 100
Wilmington, DE 19809
(Address of Principal Executive Offices)
Class B and Class B-Special Series 1 Common Stock
Class C and Class C-Special Series 1 Common Stock
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1. The following information is set forth pursuant to the
requirements of Rule 24f-2(b)(1):
(i) Fiscal year for which notice is filed:
For the fiscal year ended September 30, 1995.
(ii) The number or amount of securities of the same class or
series, if any, which had been registered under the Securities
Act of 1933 other than pursuant to Rule 24f- 2 but which
remained unsold at the beginning of such fiscal year.
Class B and Class B-Special Series 1 - None
Class C and Class C-Special Series 1 - None
(iii) The number or amount of securities, if any, registered during
such fiscal year other than pursuant to Rule 24f-2.
Class B and Class B-Special Series 1 - 4,156,729,236
Class C and Class C-Special Series 1 - --
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(iv) The number or amount of securities sold/reinvested
during such fiscal year:
Class B and Class B-Special Series 1 - 86,677,695,880 shares
(See Exhibit A) Class C and Class C-Special Series 1 -
73,183,956,502 shares (See Exhibit A)
(v) The number or amount of securities sold/reinvested during such
fiscal year in reliance upon registration pursuant to Rule
24f-2:
Class B and Class B-Special Series 1 - 82,521,256,644
Class C and Class C-Special Series 1 - 73,183,956,502
(See Exhibit A)
2. An opinion of counsel with respect to the validity of the
shares accompanies this notice.
3. Filing Fee with respect to shares specified in 1(v) above:
Filing Fee: $-0-
Dated: November 29, 1995
TEMPORARY INVESTMENT FUND, INC.
By: /s/ Edward J. Roach
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Edward J. Roach
Vice President and Treasurer
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EXHIBIT A
The actual aggregate sales price for which the Portfolio Shares were sold and the actual redemption price of the Portfolio Shares
redeemed by the Registrant during the fiscal year ended September 30, 1995 and the calculation of the registration fee pursuant to
Rule 24f-2(c) of the Investment Company Act of 1940, as amended ("1940 Act") is set forth below.
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(a) (b) (c) (d)
Aggregate Sales Price Shares Repurchased Aggregate Sales Price
of Portfolio Securities Aggregate of Portfolio Securities
Name of Portfolio Gross Portfolio 24e-2 Sold at Public Redemption Price of on which Fee will be
Securities Sold Securities Offering Price in Portfolio Securities based
Reliance Upon Rule Redeemed During
24f-2 Fiscal Year
(a) Minus (b) (c) Minus (d)
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<S> <C> <C> <C> <C> <C>
TempFund
(Class B and 86,677,695,880 4,156,439,236 $82,521,256,644 $85,827,394,675 $3,306,138,031
Class B - Special
Series 1)
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TempCash (Class C
and Class C-Special 73,183,956,502 -- $73,183,956,502 $74,142,052,727 $958,096,225
Series 1)
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Total 159,861,652,382 4,156,439,236 $155,705,213,146 $159,969,447,402 $4,264,234,256
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No portion of the aggregate redemption price has been applied by the Registrant pursuant to Rule 24e-2(a) in a filing pursuant to
Section 24(e)(1) of the 1940 Act. Pursuant to Rule 24f-2 (c) of the 1940 Act, as amended, the registration fee with respect to the
Portfolio Shares sold is calculated as follows: $155,705,213,146 - $159,969,447,402 = (4,264,234,256) x .00034483 = $-0-
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November 29, 1995
Temporary Investment Fund, Inc.
Bellevue Park Corporate Center
400 Bellevue Parkway, Suite 100
Wilmington, DE 19809
RE: RULE 24F-2 NOTICE FOR TEMPORARY INVESTMENT FUND, INC.--TEMPFUND AND
TEMPCASH PORTFOLIOS (REGISTRATION NO. 247015)
Gentlemen:
We have acted as counsel for Temporary Investment Fund, Inc., a
Maryland corporation (the "Company"), in connection with the registration of
82,521,256,644 shares of Class B and Class B-Special Series 1 Common Stock and
73,183,956,502 shares of its Class C and Class C-Special Series 1 Common Stock.
During the Company's fiscal year ended September 30, 1995 (the "Fiscal Year"),
all of said shares were registered pursuant to Rule 24f-2 under the Investment
Company Act of 1940. In giving the opinion stated below, we have reviewed the
Company's Articles of Restatement and By-Laws, resolutions adopted by its Board
of Directors and shareholders, the Company's Rule 24f-2 Notice dated November
29, 1995, 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 sixty billion shares of Common Stock, par value of $.001 per
share, of which forty billion shares were classified as Class B Common Stock,
five billion shares were classified as Class B - Special Series 1 Common Stock,
five billion shares were classified as Class C Common Stock and ten billion
shares were classified as Class C - Special Series 1 Common Stock.
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 Class B, Class B - Special Series 1, Class C, or Class C - Special
Series 1 Common Stock exceed the number of shares classified at that time as
Class B, Class B - Special Series 1, Class C or Class C - Special Series 1
Common Stock, respectively.
On the basis of the foregoing, we are of the opinion that the
aforementioned shares of Class B, Class B-Special Series 1, Class C, and Class
C-Special Series 1 Common Stock registered pursuant to Rule 24f-2 during the
Fiscal Year were, when issued for payment as described in the Company's
prospectuses for its TempFund and TempCash 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
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DRINKER BIDDLE & REATH
