November 25, 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 Temporary Investment Fund, Inc.
File No. 2-47015
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: Temporary Investment Fund
400 Bellevue Parkway
Wilmington, DE 19809
2. Name of each series or class of funds for which this notice is filed:
TempFund Class B and Class B - Special Series 1 Common Stock
TempCash Class C and Class C - Special Series 1 Common Stock
3. Investment Company Act File Number: 811-2354
Securities Act File Number: 2-47015
4. Last day of fiscal year for which this notice is filed: September 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 Amount
Class B and
Class B-Special Series 1 Common Stock 3,306,138,031 3,306,138,031
Class C and
Class C-Special Series 1 Common Stock 958,096,225 958,096,225
8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2:
Number Amount
Class B and
Class B-Special Series 1 Common Stock 145,000 145,000
Class C and
Class C-Special Series 1 Common Stock 145,000 145,000
9. Number and aggregate sale price of securities sold during the fiscal year:
Number Amount
Class B and
Class B-Special Series 1 Common Stock 104,002,736,713 104,002,736,713
Class C and
Class C-Special Series 1 Common Stock 48,006,882,183 48,006,882,183
10. Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to rule 24f-2:
Number Amount
Class B and
Class B-Special Series 1 Common Stock 100,696,453,682 100,696,453,682
Class C and
Class C-Special Series 1 Common Stock 47,048,640,958 47,048,640,958
11. Number and aggregate sale price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable:
Number Amount
Class B and
Class B-Special Series 1 Common Stock 90,326,001 90,326,001
Class C and
Class C-Special Series 1 Common Stock 59,462,722 59,462,722
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): $ 147,745,094,640
(ii) Aggregate price of shares issued in connection
with dividend reinvestment plans (from Item 11,
if applicable): + 149,788,723
(iii) Aggregate price of shares redeemed or repurchased
during the fiscal year (if applicable): - 151,122,655,273
(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): $ (3,227,771,910)
(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: November 25, 1996
November 25, 1996
Temporary Investment Fund, Inc.
400 Bellevue Parkway
Wilmington, DE 19809
Re: Form 24F-2 For Temporary Investment Fund, Inc.;
Registration No. 2-47015
Ladies and Gentlemen:
We have acted as counsel for Temporary Investment Fund, Inc., a Maryland
Corporation (the "Company"), in connection with the registration under the
Securities Act of 1933 of shares of common stock (the "Shares") in its
TempFund and TempCash portfolios made definite in number by the Form 24F-2
which this opinion accompanies.
At all times during the Company's fiscal year ended September 30, 1996 (the
"Fiscal Year"), the Company was authorized to issue a total of 60 billion
shares of common stock. During the Fiscal Year, all of the Shares were
classified among the portfolios identified above. We have been informed by
the Company that at no time during the Fiscal Year did the number of issued
and outstanding Shares of any portfolio exceed the number of Shares of such
portfolio that the Company was authorized to issue.
We have reviewed the Company's Articles of Incorporation, its by-laws,
resolutions adopted by its Board of Directors and holders of its Shares, and
such other legal and factual matters as we have deemed appropriate, and we
have relied on the accuracy of the information in the Form 24F-2 which this
opinion accompanies.
This opinion is based exclusively on the Maryland General Corporation Law and
the federal law of the United States of America.
Based on the foregoing, we are of the opinion that the Shares were, when
issued against payment therefor as described in the Company's prospectuses,
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 Form 24F-2.
Very truly yours,
/s/DRINKER BIDDLE & REATH
DRINKER BIDDLE & REATH
