TEMPORARY INVESTMENT FUND INC, DEF 14A, 1998-12-11

TEMPORARY INVESTMENT FUND INC
DEF 14A, 1998-12-11

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SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934

Filed by the Registrant /X/

Filed by a Party other than the Registrant / /

Check the appropriate box:

/ / Preliminary Proxy Statement

/X/ Definitive Proxy Statement

/ / Definitive Additional Materials

/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

Temporary Investment Fund, Inc.
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(Name of Registrant as Specified In Its Charter)

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(Name of Person(s) Filing Proxy Statement)

Payment of Filing Fee (Check the appropriate box):

/X/ No fee required.

/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1) Title of each class of securities to which transaction applies:

- --------------------------------------------------------------------------------

(2) Aggregate number of securities to which transaction applies:

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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11. (Set forth the amount on which the
filing fee is calculated and state how it was determined):

- --------------------------------------------------------------------------------

(4) Proposed maximum aggregate value of transaction:

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(5) Total fee paid:

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/ / Fee paid previously with preliminary materials:

- --------------------------------------------------------------------------------

/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

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(2) Form, Schedule or Registration Statement No.:

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(3) Filing Party:

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(4) Date Filed:

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- -------------------------------------------------------------------------------
-
PROVIDENT
- -------------------------------------------------------------------------------
INSTITUTIONAL

FUNDS
-

------------------------------------------------------------------
400 Bellevue Parkway, Wilmington, DE 19809 - Phone:
302-792-2555 - Fax: 302-792-5876

December 11, 1998

Dear Shareholder:

The Board of Directors of Temporary Investment Fund, Inc. is pleased to
announce a special meeting of shareholders on Thursday, January 28, 1999, at
10:00 a.m. (Eastern time) in the Fourth Floor Conference Room, Bellevue Park
Corporate Center, 400 Bellevue Parkway, Wilmington, Delaware, to address a
number of issues that are pertinent to you.

As part of our continuing effort to provide the highest level of quality
and commitment, we are recommending a series of changes to the overall fund
structure as well as the modernization of certain investment limitations. The
Board of Directors has unanimously approved the proposed changes, outlined in
detail in the enclosed proxy materials, which include the approval of:

- The election of directors;

- Ratification of the selection of PricewaterhouseCoopers LLP as the
independent accountants;

- Approval of the plan to reorganize the Funds into Provident Institutional
Funds, a Delaware business trust;

- Changes in the fundamental investment limitations in order to modernize
and make uniform among the Funds the fundamental investment limitations;

- Changes in the classification of certain fundamental investment
limitations to make such limitations non-fundamental; and

- The adoption of a new fundamental investment limitation which would
permit, at the director's discretion, the Funds to adopt a master-feeder
structure.

The Funds have always been managed with a conservative approach, thereby
providing shareholders with high-quality money market funds that produce safety
of principal, while preserving the critical elements of liquidity and return.
Consistent with our investment philosophy and approach, which has been our
strength for 25 years, we believe the proposals set forth in this proxy will
improve the competitiveness of the Funds and lead to improved efficiencies
across several fronts.

The Board of Directors recognizes the shareholder benefits described herein
and unanimously recommends your approval of the proposed changes and
enhancements. We value your relationship and look forward to your vote in favor
of the attached proposals.
Sincerely,

/s/ Thomas H. Nevin
THOMAS H. NEVIN
President
(800) 768-2836

PLEASE REVIEW THE ENCLOSED MATERIAL AND COMPLETE, SIGN, DATE AND RETURN THE
ENCLOSED PROXY CARD. IT IS IMPORTANT YOU RETURN THE PROXY CARD TO ENSURE YOUR
SHARES WILL BE REPRESENTED AT THE SHAREHOLDER MEETING TO BE HELD ON JANUARY 28,
1999.
CUSIP #
880901
<PAGE> 4

TEMPORARY INVESTMENT FUND, INC.
BELLEVUE PARK CORPORATE CENTER
400 BELLEVUE PARKWAY
WILMINGTON, DE 19809

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON JANUARY 28, 1999

December 11, 1998

TO THE SHAREHOLDERS OF
TEMPORARY INVESTMENT FUND, INC.:

NOTICE IS HEREBY GIVEN that a Special Meeting of Shareholders (the
"Meeting") of each of the funds listed below (each, a "Fund" and collectively,
the "Funds") of Temporary Investment Fund, Inc. (the "Company") will be held on
January 28, 1999, at 10:00 a.m. (Eastern time), in the Fourth Floor Conference
Room, Bellevue Park Corporate Center, 400 Bellevue Parkway, Wilmington, DE
19809.

The Funds of the Company are: TempFund and TempCash.

The Meeting will be held with respect to the Funds for the following
purposes, and to transact such other business as may properly come before the
Meeting or any adjournment thereof:

PROPOSAL 1. To elect seven (7) directors.

PROPOSAL 2. To ratify the selection of PricewaterhouseCoopers LLP as
the Company's independent accountants for its fiscal year
ending September 30, 1999.

PROPOSAL 3. To approve an Agreement and Plan of Reorganization pursuant
to which each Fund will be reorganized as a separate series
of Provident Institutional Funds, a Delaware business
trust.

PROPOSAL 4. To approve changes to the following fundamental investment
limitations of the Funds:

(a) limitation on borrowing and senior securities;

(b) limitation on underwriting activities;

(d) limitation on investment in commodities;

(e) limitation on loans; and

(f) limitation regarding concentration (TempCash only).

PROPOSAL 5. To approve a change in the following fundamental investment
limitations to make such limitations non-fundamental:

(a) limitation on eligible investments;

(b) limitation on acquiring voting securities or acquiring securities
of other investment companies; and

PROPOSAL 6. To approve a new fundamental investment limitation to
permit each Fund to invest substantially all of its assets
in another open-end investment company.
<PAGE> 5

The Proposals stated above are discussed in detail in the attached Proxy
Statement. Shareholders of record as of the close of business on November 13,
1998 are entitled to notice of, and to vote at, the Meeting or any adjournment
thereof.

YOUR DIRECTORS UNANIMOUSLY RECOMMEND
THAT YOU VOTE IN FAVOR OF THE PROPOSALS.

SHAREHOLDERS ARE REQUESTED TO EXECUTE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE THE ACCOMPANYING PROXY CARD OR CARDS WHICH ARE BEING SOLICITED BY THE
COMPANY'S BOARD OF DIRECTORS. THIS IS IMPORTANT FOR THE PURPOSE OF ENSURING A
QUORUM AT THE MEETING. A PROXY MAY BE REVOKED BY ANY SHAREHOLDER AT ANY TIME
BEFORE IT IS EXERCISED BY EXECUTING AND SUBMITTING A REVISED PROXY, BY GIVING
WRITTEN NOTICE OF REVOCATION TO THE COMPANY'S SECRETARY, OR BY WITHDRAWING THE
PROXY AND VOTING IN PERSON AT THE MEETING.

/s/ W. BRUCE MCCONNEL, III

W. BRUCE MCCONNEL, III
Secretary
December 11, 1998
<PAGE> 6

TEMPORARY INVESTMENT FUND, INC.
BELLEVUE PARK CORPORATE CENTER
400 BELLEVUE PARKWAY
WILMINGTON, DE 19809

PROXY STATEMENT

This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Temporary Investment Fund, Inc. (the
"Company") for use at a Special Meeting of Shareholders of the Company and any
adjournment(s) thereof (the "Meeting") to be held on January 28, 1999 at 10:00
a.m. (Eastern time), in the Fourth Floor Conference Room, Bellevue Park
Corporate Center, 400 Bellevue Parkway, Wilmington, DE 19809 This Proxy
Statement and accompanying proxy card or cards will first be mailed on or about
December 11, 1998.

The Company currently offers two (2) investment portfolios which are each
referred to herein as a "Fund" and collectively, as the "Funds." The Funds of
the Company are: TempFund and TempCash.

Only shareholders of record of the Funds at the close of business on
November 13, 1998 will be entitled to notice of, and to vote at the Meeting. On
November 13, 1998 there were 12,778,598,097.92 shares of TempFund and
3,769,212,061.02 shares of TempCash entitled to notice of, and to vote at, the
Meeting. Each shareholder of record on that date is entitled to one vote for
each full share held and a proportionate fractional vote for any fractional
shares held as to each proposal on which such shareholder is entitled to vote.
The Funds' shares are referred to herein as "Shares."

The following table summarizes the Proposals to be voted on at the Meeting
and indicates those shareholders who are being solicited with respect to each
Proposal:

TABLE

<TABLE>
<CAPTION>
PROPOSAL SHAREHOLDERS SOLICITED
-------- ----------------------
<S> <C>
1. To elect seven (7) directors Each Fund of the Company. All
shareholders of each Fund of the
Company will vote together.

SEE PROPOSAL 1 (P. 3)
2. To ratify the selection of Each Fund of the Company. All
PricewaterhouseCoopers LLP as the shareholders of each Fund of the
Company's independent accountants Company will vote together.
for its fiscal year ending September
30, 1999.

SEE PROPOSAL 2 (P. 6)
3. To approve an Agreement and Plan of Each Fund, voting separately as a Fund.
Reorganization pursuant to which
each Fund will be reorganized as a
separate series of Provident
Institutional Funds, a Delaware
business trust

SEE PROPOSAL 3 (P. 6)
4. To approve changes to the following Each Fund, voting separately as a Fund,
fundamental investment limitations except for 4(f) which is applicable to
of the Funds: TempCash only.
(a) limitation on borrowing and
senior securities;
(b) limitation on underwriting
activities;
</TABLE>
<PAGE> 7

<TABLE>
<CAPTION>
PROPOSAL SHAREHOLDERS SOLICITED
-------- ----------------------
<S> <C>
(c) limitation on real estate
related transactions;
(d) limitation on investment in
commodities;
(e) limitation on loans; and
(f) limitation regarding (TempCash only.)
concentration

SEE PROPOSAL 4 (P. 16)
5. To approve a change in the following Each Fund, voting separately as a Fund.
fundamental investment limitations
to make such limitations
non-fundamental:
(a) limitation on eligible
investments;
(b) limitation on acquiring voting
securities or acquiring
securities of other investment
companies; and
(c) limitation on purchasing
securities on margin, making
short sales or maintaining a
short position

SEE PROPOSAL 5 (P. 19)
6. To approve a new fundamental Each Fund, voting separately as a Fund.
investment limitation to permit each
Fund to invest substantially all of
its assets in another open-end
investment company

SEE PROPOSAL 6 (P. 20)
</TABLE>

Although Shares of each of the Funds have been divided into two classes
("Classes"), which Classes differ primarily with respect to the expenses borne
solely by the Dollar Shares Class under a shareholder service plan, none of the
proposals to be presented at the Meeting, as described in this Proxy Statement,
involve a separate vote by a single Class of Shares.

Proxy solicitations will be made primarily by mail. The Company's officers
and employees of the investment adviser may also solicit proxies personally or
by telephone or telefax. ADP has been retained to solicit proxies in connection
with the Meeting for a fee of approximately $6,000. Blackrock Institutional
Management Corporation ("BIMC"), the investment adviser for the Funds, will bear
all proxy solicitation costs. Any shareholder submitting a proxy may revoke it
at any time before it is exercised by submitting to the Company a written notice
of revocation or a subsequently executed proxy or by attending the Meeting and
voting in person.

Signed proxies received by the Company in time for voting and not so
revoked will be voted in accordance with the directions specified therein. The
Board of Directors recommends a vote FOR the election of directors, as listed;
and FOR each of the matters listed. If no specification is made, the proxy will
be voted FOR the election of directors and FOR such matters.

2
<PAGE> 8

THE COMPANY WILL FURNISH TO SHAREHOLDERS UPON REQUEST, WITHOUT CHARGE,
COPIES OF ITS ANNUAL REPORT TO SHAREHOLDERS, CONTAINING AUDITED FINANCIAL
STATEMENTS FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 1998. REQUESTS FOR COPIES OF
THE ANNUAL REPORT SHOULD BE DIRECTED TO THE COMPANY AT THE ADDRESS AT THE
BEGINNING OF THIS DOCUMENT OR BY TELEPHONE AT 1-800-821-7432. THE ANNUAL REPORT
IS NOT TO BE REGARDED AS PROXY SOLICITING MATERIAL.

INTRODUCTION

The Company is one of a family of five investment companies which currently
offer ten separate money market portfolios to institutional investors. The other
four investment companies are: Trust for Federal Securities ("Fed"), Municipal
Fund for Temporary Investment ("Muni"), Municipal Fund for California Investors,
Inc. ("Cal Muni") and Municipal Fund for New York Investors ("NY Muni"). BIMC
serves as investment adviser for each of these investment companies.
Additionally, each investment company has the same service providers and offers
shares of similar classes. Each investment company has similar, but not the
same, fundamental investment limitations. Each of the money market portfolios
has historically been marketed together as the Provident Institutional Funds.

At this Meeting, shareholders of the Company are being asked to approve
proposals designed to reorganize the five investment companies into one
investment company. Similar proposals are also being submitted to the
shareholders of Fed, Muni, Cal Muni and NY Muni. After such reorganization, each
Fund will have the same investment adviser, other service providers, the same
fee and expense structures, and the same investment objectives, policies and
limitations as it currently has, subject to any changes approved at this
Meeting. The directors believe that the proposed changes are in the best
interests of the shareholders. If the proposals are approved, the directors
believe that the proposed changes will improve operations, simplify disclosure
and position each investment portfolio to attract additional investment dollars.
Each of the proposals is discussed in greater detail below.

PROPOSAL 1: ELECTION OF DIRECTORS

BACKGROUND.

At the Meeting, shareholders will be asked to elect seven directors, who
will constitute the entire Board of the Company. If elected, each director will
serve until the next annual meeting of shareholders, or special meeting in lieu
thereof, and until the election and qualification of his or her successor, or
until the director's status as a director is sooner terminated as provided in
the Company's By-laws. Additionally, if the Agreement and Plan of Reorganization
is approved as described in Proposal 3 below, the directors elected here will
also serve as the trustees of the newly formed Delaware business trust.
Normally, there will be no annual meeting of shareholders to elect directors (or
trustees of the Delaware business trust), except as required by the Investment
Company Act of 1940 (the "1940 Act").

The persons named as proxies in the accompanying proxy have been designated
by the Board of Directors and intend to vote for the nominees named below. All
Shares represented by valid proxies will be voted in the election of directors
for each nominee named below, unless authority to vote for a particular nominee
is withheld. Each nominee has consented to being named in this Proxy Statement
and to serve if elected. Should any nominee withdraw from the election or
otherwise be unable to serve, the named proxies will vote for the election of
such substitute nominee as the Board of Directors may recommend unless a
decision is made to reduce the number of directors serving on the Board. The
following table sets forth the nominees, their ages, principal occupations for
the past five years, and any other directorships they hold in companies which
are

3
<PAGE> 9

subject to the reporting requirements of the Securities Exchange Act of 1934 or
are registered as investment companies under the 1940 Act.

<TABLE>
<CAPTION>
DIRECTOR PRINCIPAL OCCUPATION
NAME SINCE AGE DURING PAST 5 YEARS
- ---- -------- --- -------------------------------------
<S> <C> <C> <C>
G. Nicholas Beckwith, III.................... 1996 53 President and Chief Executive
Officer, Beckwith Machinery Company;
First Vice Chairman of the Board of
Directors, University of Pittsburgh
Medical Center --
Shadyside/Presbyterian Hospitals;
Second Vice Chairman of the Board of
Directors, University of Pittsburgh
Medical Center Health System; Board
of Overseers, Brown University School
of Medicine; Board of Trustees, Shady
Side Academy; Trustee, Claude
Worthington Benedum Foundation;
Trustee, Chatham College; Director or
Trustee of two other investment
companies advised by BIMC.
Jerrold B. Harris............................ 1996 56 President and Chief Executive
Officer, VWR Scientific Products
Corp.; Director or Trustee of two
other investment companies advised by
BIMC.
Rodney D. Johnson*........................... 1987 57 President, Fairmount Capital
Advisors, Inc.; Director or Trustee
of five other investment companies
advised by BIMC.
Joseph P. Platt, Jr.......................... N/A 51 Partner, Amarna Partners (private
investment company); formerly, a
Director and Executive Vice President
of Johnson & Higgins.
Robert C. Robb, Jr.(1)....................... N/A 53 Partner, Lewis, Eckert, Robb &
Company; Trustee, EQK Realty
Investors; Director, Tamaqua Cable
Products Company; Director, Brynwood
Partners; former Director, PNC Bank.
Kenneth L. Urish............................. N/A 47 Managing Partner, Urish Popeck & Co,
LLC (certified public accountants and
consultants).
Frederick W. Winter.......................... N/A 53 Dean, Joseph M. Katz School of
Business -- University of Pittsburgh;
formerly, Dean, School of
Management -- State University of New
York at Buffalo (1994-1997); former
Director, Rand Capital (1996-1997);
former Director, Bell Sports
(1991-1998).
</TABLE>

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* Mr. Johnson is an "interested person" of Provident Institutional Funds, as
that term is defined in the 1940 Act, because he is an officer of Provident
Institutional Funds.

(1) From 1994 until April 14, 1998, Mr. Robb was a director of PNC Bank.

4
<PAGE> 10

Mr. Johnson was most recently elected by the shareholders on June 12, 1987.
Messrs. Beckwith and Harris have served as directors since March 22, 1996 when
they were elected by the other directors. Messrs. Coldwell, Fortune and Pepper,
who currently serve as directors of the Company, are not standing for
re-election at this Meeting. This decision not to stand for re-election was not
based upon any disagreement with the Company's other directors or the Company's
management.

During the fiscal year ended September 30, 1998, the directors held four
regular Board Meetings and one Special Board Meeting. All incumbent directors,
except for Mr. Beckwith, attended at least 75% of all meetings held.

The Company has an Executive Committee, comprised of Messrs. Coldwell,
Fortune and Pepper, which may, during the interval between meetings of the
Board, exercise the authority of the Board of Directors in the management of the
Company's business to the extent permitted by law. The Executive Committee did
not hold any meetings during the fiscal year ended September 30, 1998.

The Company has an Audit Committee, comprised of Messrs. Coldwell, Fortune
and Johnson. The functions of the Audit Committee are to meet with the Company's
independent accountants to review the scope and findings of the annual audit,
discuss the Company's accounting policies, discuss any recommendations with
respect to the Company's management practices, review the impact of any changes
in accounting standards upon each Fund's financial statements, recommend to the
Board of Directors the selection of independent accountants, and to perform such
other duties as may be requested by the Board of Directors. The Audit Committee
met one time during the fiscal year ended September 30, 1998, and all members of
the Audit Committee were present.

The Company has a Nominating Committee comprised of Messrs. Coldwell,
Fortune and Johnson. The Nominating Committee is responsible for the selection
and nomination of candidates to serve as directors. Although the Nominating
Committee expects to be able to find an adequate number of candidates to serve
as directors, the Nominating Committee is willing to consider nominations
received from shareholders at the address on the front of this Proxy Statement.
The Nominating Committee did not meet during the fiscal year ended September 30,
1998.

As Messrs. Coldwell, Fortune and Pepper will be retiring from the Board,
the new board is expected to reconstitute each of the Committees immediately
after the Meeting.

Each director receives an annual fee of $12,500 plus $900 for each Board
meeting attended and are reimbursed for reasonable expenses incurred in
attending meetings. The Chairman of the Board, Mr. Pepper, receives an
additional $9,000 per annum for his services in such capacity. In addition,
Committee members are entitled to $900 for each Committee meeting attended which
is not held in conjunction with a Board meeting of the Company. Messrs.
Coldwell, Fortune and Pepper, in connection with their retirement from the Board
and from other boards in the Fund Complex, will receive payments of $33,880,
$33,880 and $63,333, respectively, in recognition of their years of service to
the Fund Complex. These payments will be made by BIMC and are not an expense of
the Company. Drinker Biddle & Reath LLP, of which W. Bruce McConnel, III,
Secretary of the Company, is a partner, received fees from the Company for legal
services. The directors and officers of the Company own less than 1% of the
outstanding Shares of the Company and less than 1% of the outstanding Shares of
each of the Funds.

The following chart provides certain information for the fiscal year ended
September 30, 1998 about the fees received by the directors of the Company as
directors and/or officers of the Company and as directors and/or trustees of the
Fund Complex.

5
<PAGE> 11

<TABLE>
<CAPTION>
TOTAL
PENSION OR COMPENSATION
RETIREMENT FROM
AGGREGATE BENEFITS ESTIMATED COMPANY AND
COMPENSATION ACCRUED AS ANNUAL FUND COMPLEX(1)
FROM PART OF FUND BENEFITS UPON PAID TO
NAME OF PERSON, POSITION COMPANY EXPENSES RETIREMENT DIRECTORS
- ------------------------ ------------ ------------ ------------- ---------------
<S> <C> <C> <C> <C>
G. Nicholas Beckwith, III............ $17,000 n/a n/a $44,000(3)(2)
Director
Philip E. Coldwell................... $17,000 n/a n/a $44,000(3)(2)
Director
Robert R. Fortune.................... $17,000 n/a n/a $44,000(5)(2)
Director
Jerrold B. Harris.................... $17,000 n/a n/a $44,000(3)(2)
Director
Rodney D. Johnson.................... $17,000 n/a n/a $56,500(5)(2)
Director
G. Willing Pepper(3)................. $26,000 n/a n/a $82,250(6)(2)
Chairman of the Board
</TABLE>

- ---------------
(1) A Fund complex means two or more investment companies that hold themselves
out to investors as related companies for purposes of investment and
investor services, or have a common investment adviser or have an investment
adviser that is an affiliated person of the investment adviser of any of the
other investment companies.

(2) Total number of investment companies a director served on within the Fund
Complex during the fiscal year ended September 30, 1998.

(3) Mr. Pepper was President of the Company and certain other investment
companies in the Fund Complex until December 19, 1997.

PROPOSAL 2: RATIFICATION OF
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

A majority of the directors who are not "interested persons" of the Company
have selected PricewaterhouseCoopers LLP as independent accountants for the
Company for the fiscal year ending September 30, 1999. The ratification of the
selection of independent accountants is to be voted on at the Meeting and it is
intended that the persons named in the accompanying proxy will vote for
PricewaterhouseCoopers LLP unless contrary instructions are given. In addition,
subject to ratification at this Meeting, the trustees of the Delaware business
trust have selected PricewaterhouseCoopers LLP to serve as the independent
accountants for Provident Institutional Funds. PricewaterhouseCoopers LLP is the
successor by merger to Coopers & Lybrand L.L.P., and have been the Company's
independent accountants since the Company's organization. PricewaterhouseCoopers
LLP has informed the Company that it has no direct or material indirect
financial interest in the Company or Provident Institutional Funds. A
representative of PricewaterhouseCoopers LLP is expected to be present at the
Meeting to make a statement if desired and to be available to respond to
appropriate questions.

PROPOSAL 3: APPROVAL OF AN AGREEMENT AND
PLAN OF REORGANIZATION PURSUANT TO WHICH
EACH FUND WILL BE REORGANIZED INTO A
SERIES OF A DELAWARE BUSINESS TRUST

GENERAL.

The directors have unanimously approved, subject to shareholder approval, a
proposal for each Fund of the Company to effectuate the transactions set forth
in an Agreement and Plan of Reorganization (the "Plan

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<PAGE> 12

of Reorganization") dated November 15, 1998 between the Company and Provident
Institutional Funds, a Delaware business trust ("PIF"). The Plan of
Reorganization is attached to this Proxy Statement as Appendix A. The Plan of
Reorganization provides for the conversion (the "Conversion") of each Fund from
a separate series of the Company into a corresponding separate series of PIF.
Each series of the Company is referred to in this Proposal as a "current Fund."
It is also contemplated that each of the investment portfolios of Fed, Muni, Cal
Muni and NY Muni will also be reorganized into a separate series of PIF.

The Conversions will entail organizing PIF as a Delaware business trust,
which will initially have two series, which correspond to the current Funds of
the Company, and eight additional series that will match the investment
portfolios currently offered by Fed, Muni, Cal Muni and NY Muni. Each series of
PIF that corresponds to a current Fund is referred to in this Proposal as a
"successor Fund." To effect the Conversion, each current Fund will transfer all
of its assets and liabilities to the corresponding successor Fund. As
consideration for the transfer of such assets and liabilities (together, "net
assets"), each successor Fund will issue shares of beneficial interest to the
current Fund whose net assets it has acquired and such current Fund will
distribute such shares of beneficial interest pro rata to the current Fund
shareholders in exchange for their Shares.

Upon completion of the Conversion, each shareholder of a successor Fund of
PIF will be the owner of full and fractional shares of beneficial interest equal
in number and aggregate net asset value and of the same class as its Shares of
the corresponding current Fund as of the date of the Conversion. Following the
Conversion, each successor Fund will carry on the business of the corresponding
current Fund. The successor Fund will have the same investment adviser, other
service providers, the same fee and expense structure and investment objectives,
policies and limitations as the corresponding current Fund. Any change in the
composition of the Board of Directors and fundamental investment limitations
approved at the Meeting with respect to a current Fund will also apply to the
corresponding successor Fund. In addition, approval of the Plan of
Reorganization will constitute approval of a new investment advisory agreement,
identical in all material respects to the current investment advisory agreement,
except that PNC Bank, N.A. ("PNC Bank") will no longer serve as sub-adviser (see
"Service Providers," below). Approval of the Plan of Reorganization will also
constitute approval to wind-up the current Funds and the Company.

The Conversions will be accomplished on a tax-free basis and the dollar
value and number of Shares of each investor's investment will not change.

REASONS FOR THE PROPOSED CONVERSION.

The directors believe that a Delaware business trust as a form of
organization offers certain advantages for mutual funds over a Maryland
corporation. The directors believe that the Declaration of Trust of PIF (the
"Delaware Trust Instrument") is clearer and more modern than the Company's
organizational documents. Some of these same improvements could be achieved by
amending the Company's Articles of Restatement, however, the directors have
concluded that, given the other advantages of a Delaware business trust, it is
preferable to enter into the Plan of Reorganization than to amend the current
organizational documents. For a summary comparison of the Articles of
Restatement and the proposed Delaware Trust Instrument, see "Description of
Certain Provisions of the Delaware Trust Instrument" below.

The directors also believe that organizing the Funds and the other
investment portfolios offered by Fed, Muni, Cal Muni and NY Muni as separate
series of a single legal entity (PIF) will offer certain marketing and
operational advantages. These investment portfolios have historically been
marketed to institutional clients as one fund complex although they have
differing fiscal years, differing Boards and differing legal jurisdictions
governing their operations. This reorganization will eliminate these
differences, provide operational efficiencies and enhance the ability of the
portfolios to be marketed as a single fund complex.

The directors also believe that the Delaware business trust form of
organization will enable the successor Funds to adopt new methods of operation
and employ new technologies that are expected to reduce costs of operation when,
and if, implemented. For example, Delaware law authorizes electronic or
telephonic communications between shareholders and a Delaware business trust.
The trustees of PIF may take advantage of this provision in the future to
improve shareholder voting procedures and to reduce associated costs.
7
<PAGE> 13

The proposed Conversions also offer the potential for future cost savings,
although no immediate cost savings are expected to result from the Conversions.
Although neither a Delaware business trust nor a Maryland corporation is
required to hold an annual meeting of shareholders, Delaware law affords to the
trustees greater latitude to adapt PIF to future contingencies without holding a
special shareholders meeting. Under the Delaware Trust Instrument, the trustees
have the power to amend the Delaware Trust Instrument to dissolve the business
trust; to incorporate PIF; to merge or consolidate with another entity; to sell,
lease, exchange, transfer, pledge or otherwise dispose of all or any part of
PIF's assets; to cause any series to become a separate trust; and to change
PIF's domicile, all without a shareholder vote. Any such exercise of authority
by the trustees will be subject to applicable state and federal law.

The Board of Directors, after reviewing the above, determined that the
potential marketing advantages, coupled with the flexibility of a Delaware
business trust as a form of organization would help to assure that PIF operates
under the most advantageous structure and is able to take advantage of
opportunities to improve operations and to reduce the expense and frequency of
future shareholder meetings.

SUMMARY OF THE PLAN OF REORGANIZATION.

The following discussion summarizes certain terms of the Plan of
Reorganization. This summary of the Plan of Reorganization is qualified in its
entirety by the provisions of the Plan of Reorganization, which is attached to
this Proxy Statement as Appendix A.

The successor Funds will initially have only nominal assets and a net asset
value of $1.00 per share. On the closing date of its Conversion (the "Closing
Date"), each current Fund will transfer all of its assets to its corresponding
successor Fund in exchange for the assumption by the successor Fund of all the
liabilities of that current Fund and the issuance to that current Fund of shares
of beneficial interest of that successor Fund equal to the value (as determined
by using the procedures in the current prospectuses) on the date of the exchange
of that current Fund's net assets. Immediately thereafter, each current Fund
will liquidate and distribute shares of beneficial interest to each current
Fund's account pro rata in proportion to such current Fund shareholder's
interest in the current Fund in exchange for such Shares. In these exchanges, a
successor Fund will issue the appropriate number of shares of beneficial
interest of each Class of Shares that currently is outstanding, so that the
current Fund will distribute, and holders of a particular Class of current Fund
Shares will receive, the same number of shares of beneficial interest of the
same Class. As soon as practicable after this distribution of shares of
beneficial interest, each current Fund will be wound up. Certificates evidencing
full or fractional shares of beneficial interest will not be issued. Upon
completion of the Conversion, each current Fund shareholder will be the owner of
full and fractional shares of beneficial interest equivalent in number, Class
and aggregate net asset value to the shareholder's current Fund Shares
immediately before the Conversion.

Assuming the Plan of Reorganization is approved, it is currently
contemplated that the Conversions will become effective by January 31, 1999 or
as soon thereafter as possible.

If, at any time before the Closing Date of the Conversions, the directors
determine that it would not be in the best interest of the Company or the
shareholders to proceed with the Conversions, the Conversions will not go
forward, notwithstanding the approval of the Conversions by the shareholders at
the Meeting. The Company and PIF may at any time waive compliance with any of
the conditions contained in, or may amend, the Plan of Reorganization; provided
that such waiver or amendment does not materially adversely affect the interests
of current Fund shareholders.

EXPENSES OF THE CONVERSIONS.

BIMC will bear the expenses of this Meeting and of the Conversions.

TAX CONSEQUENCES OF THE CONVERSIONS.

It is a condition to the consummation of the Conversions that the Company
and PIF receive on or before the Closing Date an opinion from Drinker Biddle &
Reath LLP, counsel to the Company and PIF,

8
<PAGE> 14

substantially to the effect that, among other things, for federal income tax
purposes, each Conversion will constitute a reorganization under Section
368(a)(1)(F) of the Internal Revenue Code of 1986, as amended, and that no gain
or loss will be recognized for federal income tax purposes by each current Fund,
each successor Fund, and the shareholders of each current Fund upon (1) the
transfer of a current Fund's assets to the corresponding successor Fund in
exchange solely for such shares of beneficial interest and the assumption by
such successor Fund of that current Fund's liabilities or (2) the distribution
in liquidation by the current Fund of such shares of beneficial interest to the
current Fund shareholders in exchange for their Shares. The opinion will further
provide, among other things, that in counsel's view (i) the tax basis of the
shares of beneficial interest to be received by each current Fund shareholder
will be the same as that of his or her current Shares surrendered in exchange
therefor and (ii) each current Fund shareholder's tax holding period for his or
her shares of beneficial interest will include such shareholder's tax holding
period for the current Fund Shares surrendered in exchange therefor, provided
that such current Fund Shares were held as capital assets on the date of the
exchange.

CONTINUATION OF SHAREHOLDER ACCOUNTS AND PLANS.

PIF's transfer agent will establish accounts for all current Fund
shareholders containing the appropriate number and Class of shares of beneficial
interest to be received by that shareholder under the Plan of Reorganization.
Such accounts will be identical in all material respects to the accounts
currently maintained by the Funds for each shareholder.

INDEPENDENT ACCOUNTANTS.

PricewaterhouseCoopers LLP are presently the independent accountants for
the Company, and will continue to be the independent accountants for PIF
(subject to the required ratification discussed in Proposal 2) for its current
fiscal year.

SHAREHOLDER SERVICING PLANS.

The trustees of PIF have adopted a shareholder servicing plan with respect
to Dollar Shares of TempFund and TempCash that is identical, in all material
respects, to the current shareholder servicing plans. In addition, PIF, on
behalf of each successor Fund, will assume the corresponding current Fund's
obligations under agreements with institutional investors such as banks, savings
and loan associations and other financial institutions that act as service
organizations.

SERVICE PROVIDERS.

BIMC currently serves as investment adviser to the Funds. PFPC Inc.
("PFPC") and Provident Distributors, Inc. ("PDI") currently serve as
co-administrators to the Funds. In addition, PFPC currently serves as transfer
agent and dividend disbursing agent to the Funds and PDI serves as distributor
to the Funds. PNC Bank currently serves as sub-adviser and custodian to the
Funds. PIF will adopt investment advisory, co-administration, transfer agency
and dividend disbursing agent, distribution and custodian agreements with
respect to each successor Fund that will be substantially the same, in all
material respects, to the current agreements, except that PNC Bank will no
longer serve as sub-adviser, and PDI will no longer serve as co-administrator.
BIMC will serve as a co-administrator with PFPC.

PROPOSED NEW ADVISORY AGREEMENT.

If the Plan of Reorganization is approved, BIMC will enter into a new
Advisory Agreement with PIF dated January 31, 1999 (the "New Advisory
Agreement"). BlackRock Institutional Management Corporation (formerly, PNC
Institutional Management Corporation, "BIMC") serves as the Company's investment
adviser pursuant to an advisory agreement dated March 11, 1987 (the "Current
Advisory Agreement"). A copy of the New Advisory Agreement is attached as
Appendix B.

The New Advisory Agreement omits PNC Bank as sub-adviser and recognizes the
fact that all investment advisory services are provided by BIMC. BIMC is an
indirect, majority owned subsidiary of PNC
9
<PAGE> 15

Bank. Prior to March 31, 1998, PNC Bank, as sub-adviser to the Company, provided
research, credit analysis and recommendations with respect to each Fund's
investments, and supplied certain computer facilities, personnel and other
services. On March 31, 1998, the facilities, personnel, services and related
expenses of PNC Bank were transferred to BIMC; BIMC assumed PNC Bank's
responsibilities under the sub-advisory agreement; and BIMC's obligation to pay
a portion of the advisory fee to PNC Bank was terminated. The Current Advisory
Agreement names PNC Bank as sub-adviser, and provides for its termination upon
the termination of the sub-advisory agreement. The New Advisory Agreement would
delete those provisions, and BIMC would be the sole investment adviser.
Additionally, the New Advisory Agreement would also cover the investment
portfolios of other investment companies (i.e., the investment portfolios
offered by Fed, Muni, Cal Muni and NY Muni) involved in the Conversions
described in this Proposal 3.

The Company's Current Advisory Agreement was last approved by the directors
on March 13, 1998, when the directors, including a majority of those directors
who are not "interested persons" of the Company, approved its continuation for a
twelve month period commencing March 31, 1998. The Current Advisory Agreement
was last approved by the shareholders on June 12, 1987.

DESCRIPTION OF THE PROVISIONS OF THE CURRENT ADVISORY AGREEMENT WHICH WILL
BE CHANGED IN THE NEW ADVISORY AGREEMENT. The terms of the New Advisory
Agreement are the same in all material respects as the terms of the Current
Advisory Agreement, except as follows:

1. ELIMINATION OF PROVISIONS RELATING TO PNC BANK AS
SUB-ADVISER. Under the Current Advisory Agreement PNC Bank is the
sub-adviser. Additionally, the Current Advisory Agreement calls for such
agreement to terminate immediately if the sub-advisory agreement with PNC
Bank is terminated. The New Advisory Agreement will have no such
requirement. It will, however, permit PIF, on behalf of a Fund, to employ a
sub-adviser subject to any necessary approvals. PIF does not currently
anticipate employing PNC Bank as sub-adviser to the Funds.

2. ADDITION OF ADDITIONAL INVESTMENT PORTFOLIOS TO THE NEW ADVISORY
AGREEMENT. Several other investment portfolios advised by BIMC (i.e., the
investment portfolios offered by Fed, Muni, Cal Muni and NY Muni) are also
expected to convert assets into separate investment portfolios of PIF.
These other investment portfolios would be managed by BIMC under the New
Advisory Agreement. Their current advisory agreements are substantially the
same as the Current Advisory Agreement.

3. TERM. If approved by the shareholders at this Meeting, the
initial term of the New Advisory Agreement will extend through March 31,
2000, and thereafter shall continue in effect for successive one-year terms
ending on March 31 of each year. The term of the Current Advisory Agreement
expires on March 31 of each year.

4. MANAGEMENT. Under the Current Advisory Agreement BIMC is
responsible for computing the respective net asset value and net income for
each of the Funds (and each Class thereof). The New Advisory Agreement will
have no such requirement. This responsibility will shift to the
co-administration agreement and will become the duty of BIMC and PFPC as
co-administrators.

5. INCIDENTAL AND CONFORMING CHANGES. Certain minor changes will be
made to the New Advisory Agreement to remove language that is obsolete and
to make conforming changes consistent with the changes described above.

DESCRIPTION OF THE PROVISIONS OF THE CURRENT ADVISORY AGREEMENT AND THE NEW
ADVISORY AGREEMENT WHICH WILL REMAIN UNCHANGED. Except as described above, the
terms and conditions of the New Advisory Agreement are the same in all material
respects as the Current Advisory Agreement. Set forth below is a summary of the
provisions that are the same in both agreements.

BIMC, subject to the supervision of the Company's directors or PIF's
trustees, manages each Fund's portfolio and is responsible for, makes decisions
with respect to and places orders for all purchases and sales of the Fund's
portfolio securities.

10
<PAGE> 16

For the advisory services provided and expenses assumed by it, BIMC is
entitled to receive fees, computed daily and payable monthly, at the following
annual rates:

TEMPFUND:

<TABLE>
<CAPTION>
ANNUAL FEE AVERAGE NET ASSETS
- ---------- -----------------------------------
<S> <C>
.175%........................................ of the first $1 billion
.150%........................................ of the next $1 billion
.125%........................................ of the next $1 billion
.100%........................................ of the next $1 billion
.095%........................................ of the next $1 billion
.090%........................................ of the next $1 billion
.080%........................................ of the next $1 billion
.075%........................................ of the next $1 billion
.070%........................................ of amounts in excess of $8 billion.
</TABLE>

TEMPCASH:

<TABLE>
<CAPTION>
ANNUAL FEE AVERAGE NET ASSETS
- ---------- -----------------------------------
<S> <C>
.175%........................................ of the first $1 billion
.150%........................................ of the next $1 billion
.125%........................................ of the next $1 billion
.100%........................................ of the next $1 billion
.095%........................................ of the next $1 billion
.090%........................................ of the next $1 billion
.085%........................................ of the next $1 billion
.080%........................................ of amounts in excess of $7 billion.
</TABLE>

During the fiscal year ended September 30, 1998, TempFund paid advisory
fees (net of waivers) of $8,126,927 and TempCash paid advisory fees (net of
waivers) of $2,385,597.

The agreements provide that BIMC shall not be liable for any error of
judgment or mistake of law or for any loss suffered by the Fund except for a
loss resulting from a breach of fiduciary duty with respect to the receipt of
compensation for services or a loss resulting from willful misfeasance, bad
faith or gross negligence on the part of it in the performance of its duties or
from reckless disregard by it of its obligations and duties thereunder.

BIMC has agreed to bear all expenses incurred by it in connection with its
activities other than the cost of securities (including brokerage commissions,
if any) purchased for a Fund. BIMC has agreed that its investment advisory fee
for TempFund will be reduced by one-half the amount necessary to ensure that
ordinary operating expenses (excluding interest, taxes, brokerage, payments to
shareholder service organizations pursuant to its shareholder service plan, and
extraordinary expenses) do not exceed 0.45% of TempFund's average net assets for
any fiscal year. BIMC, PFPC and PDI have voluntarily agreed to waive fees and/or
reimburse the Funds to the extent the total expense ratios (excluding
shareholder service fees) exceed 0.25% for TempFund and 0.20% for TempCash. This
voluntary agreement is terminable on 120 days prior written notice to the Funds.
In addition, BIMC, PFPC and PDI are required to reimburse a Fund if the expenses
borne by such Fund in any fiscal year exceed the applicable expense limitations
imposed by the securities regulations of any state in which Shares of the Fund
are registered or qualified for sale to the public. After the Conversions, PDI
will no longer be subject to these expense reimbursement provisions.

Continuance of each agreement for successive one-year terms must be
specifically approved at least annually (i) by the vote of a majority of the
directors or trustees who are not parties to such advisory agreement or
"interested persons" (as that term is defined in the 1940 Act) of any such
party, and (ii) by a

11
<PAGE> 17

majority of directors or trustees or by a vote of a majority of the outstanding
Shares of the Company or PIF. Each agreement provides for termination
automatically upon assignment and each are terminable at any time without
penalty by the directors or trustees or by a vote of a majority of a Fund's
outstanding Shares, on 60 days' written notice to BIMC or by BIMC on 90 days'
written notice to the Company or PIF.

INFORMATION ON BIMC. BIMC's offices are located at Bellevue Park Corporate
Center, 400 Bellevue Parkway, Wilmington, Delaware 19809. All of the capital
stock of BIMC is owned by BlackRock Advisors, Inc. (formerly, PNC Asset
Management Group, Inc.). All of the capital stock of BlackRock Advisors, Inc.,
which has offices at 345 Park Avenue, New York, New York 10154, is owned by
BlackRock, Inc. A majority of the capital stock of BlackRock, Inc., which has
offices at 345 Park Avenue, New York, New York 10154 is owned by PNC Asset
Management, Inc. PNC Asset Management, Inc. is under the control of PNC Bank.
All of the capital stock of PNC Bank, which has banking offices at 1600 Market
Street, Philadelphia, Pennsylvania 19103, is owned by PNC Bancorp, Inc., which
has offices at 5th and Wood Streets, Pittsburgh, Pennsylvania 15265. All of the
capital stock of PNC Bancorp, Inc. is owned by PNC Bank Corp., a publicly-held
corporation with principal offices in Pittsburgh, Pennsylvania.

The names, addresses and principal occupations of the principal executive
officer and each director of BIMC are as follows:

<TABLE>
<CAPTION>
PRINCIPAL
POSITION WITH BIMC NAME AND ADDRESS OCCUPATIONS
- ------------------ ----------------------------- -----------------------------
<S> <C> <C>
Director..................... Walter E. Gregg, Jr. Senior Executive Vice
249 Fifth Avenue President,
Pittsburgh, PA 15222 PNC Bank Corp.
Director..................... Helen P. Pudlin Vice President and General
249 Fifth Avenue Counsel, PNC Bank Corp.
Pittsburgh, PA 15222
Chairman, Director and Chief
Executive Officer.......... Laurence D. Fink Chairman and Chief Executive
345 Park Avenue Officer, BlackRock Financial
New York, New York 10154 Management, Inc.
Director..................... James E. Rohr President, PNC Bank Corp.
249 Fifth Avenue
Pittsburgh, PA 15222
</TABLE>

OTHER ADVISORY CLIENTS. BIMC also acts as investment adviser and/or
sub-adviser to various other registered investment companies. The table below
sets forth certain information with respect to such investment portfolios which
have similar investment objectives to the Funds, excluding investment portfolios
which invest primarily U.S. Government or tax-free municipal securities:

<TABLE>
<CAPTION>
ANNUAL RATE OF
NET ASSETS INVESTMENT
AS OF ADVISORY/SUBADVISORY FEES
AUGUST 31, AS A PERCENTAGE
NAME OF FUND 1998 OF NET ASSETS
- ------------ -------------- -------------------------
<S> <C> <C>
Plan Investment Fund --................................ $ 375,008,825 .20% of first
Money Market Portfolio $250 million(1)
The RBB Fund, Inc. --.................................. $2,315,561,301 .45% of first
Money Market $250 million(2)
BB&T Mutual Funds --................................... $ 44,236,792 .09%
Prime Money Market Fund
BlackRock Funds --..................................... $2,915,975,786 .40% of first
Money Market $1 billion(3)
</TABLE>

12
<PAGE> 18

- ---------------
(1) Subsequent breakpoints are .15% of the next $250 million; .12% of the next
$250 million; .10% of the next $250 million; and .08% of net assets over $1
billion.

(2) Subsequent breakpoints are .40% of the next $250 million; and .35% of net
assets over $500 million.

(3) Subsequent breakpoints are .35% of the next $1 billion; .325% of the next $3
billion; and .30% of net assets over $3 billion.

(4) Subsequent breakpoints are .06% of the next $500 million; and .05% of net
assets over $1 billion.

SERVICES TO THE FUNDS BY RELATED PARTIES. PFPC and PDI serve as
co-administrators to the Funds and jointly receive fees, computed daily and paid
monthly, at the same rate as BIMC's advisory fees described above under
"Description of the Provisions of the Current Advisory Agreement and the New
Advisory Agreement Which Will Remain Unchanged." During the fiscal year ended
September 30, 1998, TempFund paid PFPC and PDI administration fees (net of
waivers) of $8,126,927, and TempCash paid PFPC and PDI administration fees (net
of waivers) of $2,388,597.

PFPC also serves as transfer agent and dividend disbursing agent to the
Funds. For transfer agency and dividend disbursing agent services, each Fund
pays PFPC fees at the annual rate of $12 per account plus $1 for each purchase
or redemption transaction by an account, and out-of-pocket expenses in
connection with such services. During the fiscal year ended September 30, 1998,
TempFund paid PFPC $638,408 in transfer agent fees and expenses, and TempCash
paid PFPC $128,345 in transfer agent fees and expenses.

Affiliates of BIMC may also receive fees under the shareholder service
agreements applicable to the Dollar Share Classes of TempFund and TempCash.
During the fiscal year ended September 30, 1998, TempFund Dollar Shares paid
$104,448 in service organization fees to affiliates of BIMC, and TempCash Dollar
Shares paid $27,566 in service organization fees to affiliates of BIMC.

PNC Bank serves as custodian to each Fund. Pursuant to the Custodian
Agreement, each Fund pays PNC Bank an annual fee, calculated daily on the
average daily gross assets and paid monthly, at the rate of $.25 for each $1000
of the first $250 million, $.20 for each $1000 on the next $250 million, $.15
for each $1000 on the next $500 million, $.09 for each $1000 on the next $2
billion, and $.08 for each $1000 on amounts over $3 billion, plus $15.00 for
each purchase, sale, or delivery of fixed income securities (other than "Money
Market" obligations) and $40 for each interest collection or claim item. During
the fiscal year ended September 30, 1998, TempFund paid PNC Bank $947,925 in
custodian fees and expenses, and TempCash paid PNC Bank $372,331 in custodian
fees and expenses.

DESCRIPTION OF CERTAIN PROVISIONS OF THE DELAWARE TRUST INSTRUMENT.

The following is a summary of certain provisions of the Delaware Trust
Instrument.

SERIES AND CLASSES. The Delaware Trust Instrument permits PIF to issue
series of its shares of beneficial interest which represent interests in
separate portfolios of investments, including the successor Funds. PIF is also
authorized to issue multiple classes of all series. The Company is also
permitted to issue separate series and classes of shares. Both the Company and
PIF may authorize the issuance of additional series or classes without prior
shareholder approval. No series is entitled to share in the assets of any other
series or is liable for the expenses or liabilities of any other series. The
successor Funds would initially have the same Classes of shares as the current
Funds, and these Classes would have substantially the same attributes as the
Classes of the current Funds. Shares of the Company and PIF will have the same
redemption, liquidation

13
<PAGE> 19

and dividend rights. The Company's Shares have a par value of $0.001 per share.
The shares of beneficial interest of PIF have no par value. Neither the Shares
of the Company nor the shares of beneficial interest of PIF have any preemptive
rights. The directors believe that these differences are immaterial.

LIMITATIONS ON DERIVATIVE ACTIONS. In addition to the requirements of
Delaware law, the Delaware Trust Instrument provides that a shareholder of PIF
may bring a derivative action on behalf of PIF only if the following conditions
are met: (a) shareholders eligible to bring such derivative action under
Delaware law who hold at least 10% of the outstanding shares of beneficial
interest of the Delaware business trust, or 10% of the outstanding shares of
beneficial interest of the series or class to which such action relates, must
join in the request for the trustees to commence such action; and (b) the
trustees must be afforded a reasonable amount of time to consider such
shareholder request and to investigate the basis of such claim. The Delaware
Trust Instrument also provides that no person, other than the trustees, who is
not a shareholder of a particular series or class shall be entitled to bring any
derivative action, suit or other proceeding on behalf of or with respect to such
series or class. The trustees will be entitled to retain counsel or other
advisers in considering the merits of the request and may require an undertaking
by the shareholders making such request to reimburse PIF for the expense of any
such advisers in the event that the trustees determine not to bring such action.
No similar provision is applicable to the Company.

SHAREHOLDER MEETINGS AND VOTING RIGHTS. PIF is not required to hold annual
meetings of shareholders and does not intend to hold such meetings. In the event
that a meeting of shareholders is held, each share of beneficial interest of PIF
will be entitled, as determined by the trustees without the vote or consent of
shareholders, to one vote for each share of beneficial interest on all matters
presented to shareholders, including the election of trustees. However, to the
extent required by the 1940 Act or otherwise determined by the trustees, series
and classes of PIF will vote separately from each other. Shareholders of PIF do
not have cumulative voting rights in the election of trustees. The Company has
the same policies regarding annual meetings and voting rights, except as noted
below. Meetings of shareholders of the Company, PIF, or any series or class
thereof, may be called by the directors, trustees, certain officers or upon the
written request of holders of 25% or more of the shares entitled to vote at such
meeting. The shareholders of PIF will have voting rights only with respect to
the limited number of matters specified in the Delaware Trust Instrument and
such other matters as the trustees may determine or may be required by law. With
respect to the Company, whether a matter requires shareholder approval is an
issue of Maryland corporate law, and the Company's Articles of Restatement
cannot be amended without shareholder approval.

INDEMNIFICATION. The Delaware Trust Instrument provides for
indemnification of trustees, officers and agents of PIF unless the recipient is
liable by reason of willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of such person's office. The
Company provides a similar degree of indemnification in the Articles of
Restatement.

The Delaware Trust Instrument provides that, if any shareholder or former
shareholder of any series is held personally liable solely by reason of being or
having been a shareholder and not because of the shareholder's acts or omissions
or for some other reason, the shareholder or former shareholder (or heirs,
executors, administrators, legal representatives or general successors) will be
entitled, out of the assets belonging to the applicable series, to be held
harmless from and indemnified against all loss and expense arising from such
liability. PIF, acting on behalf of any affected series, must, upon request by
such shareholder, assume the defense of any claim made against such shareholder
for any act or obligation of the series and satisfy any judgment thereon from
the assets of the series. Shareholders of the Company have no personal liability
for the Company's obligations.

ENDING THE TRUST. The Delaware Trust Instrument permits the winding up of
PIF or of any series or class of PIF (i) by a majority of the affected
shareholders at a meeting of shareholders of the series or class of PIF; or (ii)
by a majority of the trustees without shareholder approval if the trustees
determine that such action is in the best interest of PIF or its shareholders.
The winding up of the Company would be governed by Maryland corporate law and
would generally require shareholder approval.

MERGER, CONSOLIDATION, SALE OF ASSETS, ETC. The Delaware Trust Instrument
authorizes the trustees, without shareholder approval (except as stated in the
next paragraph), to cause PIF, or any series thereof, to
14
<PAGE> 20

merge or consolidate with any corporation, association, trust or other
organization or sell or exchange all or substantially all of the property
belonging to PIF, or any series thereof. In addition, the trustees, without
further shareholder approval if Proposal 6 is approved, may adopt a
master-feeder structure by investing substantially all of the assets of a series
of PIF in the securities of another open-end investment company. A
reorganization, including the conversion to a master-feeder structure, would
require shareholder approval by the Company.

AMENDMENTS. The Delaware Trust Instrument permits the trustees to amend
the Delaware Trust Instrument without a shareholder vote. However, shareholders
of PIF have the right to vote on any amendment (i) that would adversely affect
the voting rights of shareholders; (ii) that is required by law to be approved
by shareholders; (iii) that would amend the voting provisions of the Delaware
Trust Instrument; or (iv) that the trustees determine to submit to shareholders.
Amendment to the Company's Articles of Restatement requires shareholder
approval.

SERIES TRUSTEES. The trustees may appoint separate trustees with respect
to one or more series or classes of PIF's shares of beneficial interest. The
Company's Articles of Restatement do not permit the election of separate
directors for a series or class. The trustees of PIF do not currently intend to
appoint Series Trustees.

BOARD OF DIRECTORS' EVALUATION AND RECOMMENDATION.

The directors discussed the proposed Conversions preliminarily at a meeting
held on September 11, 1998 and in more detail at a special meeting held on
October 22, 1998. The directors took into consideration the fact that the
Conversions may provide operational efficiencies and additional managerial
flexibility to the trustees of PIF. The directors considered the terms and
conditions of the Plan of Reorganization. They also considered the fact that the
Funds will have the same investment adviser, other service providers, and the
same fee and expense structures.

The directors also considered the terms of the New Advisory Agreement that
would be in place for PIF. With respect to the terms and conditions of the New
Advisory Agreement, which are the same in all material respects as those in the
Current Advisory Agreement, the directors considered, among other things, the
quality of the investment advisory services that have been provided in the past
by BIMC, and which are expected to continue to be provided after January 31,
1999 by substantially the same personnel. They discussed the impact of the
assumption of PNC Bank's duties by BIMC. They considered each Fund's performance
in relation to a selected group of other funds with similar investment
objectives, which comparison reflected very favorably on BIMC. After
consideration of all this information and such other items as were deemed
appropriate, the directors concluded that the New Advisory Agreement contained
terms, including the provisions for fees, that were fair and reasonable to PIF.

Based on the foregoing, the directors believe that the Conversions will be
beneficial to present shareholders of the Funds as well as to potential
investors. At the meeting held on October 22, 1998, after considering the
matters discussed above, and the fact that the costs associated with this
Meeting and the proposed Conversions would be borne entirely by BIMC, the
directors unanimously approved the adoption of the Plan of Reorganization and
determined that the Conversions: (i) are in the best interest of the Funds and
(ii) will not result in dilution of the interests of the shareholders of any
Fund. In addition, the directors unanimously voted to recommend to the
shareholders of each Fund that they approve the Plan of Reorganization and the
transactions contemplated thereunder.

The Plan of Reorganization provides that in the event that the Plan of
Reorganization is approved with respect to one but not all of the Funds, the
Board of Directors of the Company may, in the exercise of its sole discretion,
determine to either abandon the Plan of Reorganization with respect to all of
the Funds or direct that the transactions thereunder be consummated to the
extent it deems advisable and to the degree the transactions may be lawfully
effected.

15
<PAGE> 21

PIF's independent accountants (see Proposal 2); (iii) to approve the New
Advisory Agreement between PIF and BIMC; and (iv) to approve the fundamental
investment limitations for the successor Funds, which if Proposals 4, 5 and 6
are approved, will be the same as the current fundamental investment limitations
in effect for the Funds, as amended by such Proposals. In addition, if the
Conversions are approved but Proposals 4, 5 and/or 6 are not approved by a
current Fund's shareholders, a current Fund, as sole shareholder of the
successor Fund, will establish only the existing fundamental investment
limitations, as the case may be.

PROPOSAL 4: TO APPROVE CHANGES TO THE FUNDAMENTAL INVESTMENT
LIMITATIONS OF THE FUNDS

Certain investment limitations of the Funds are matters of fundamental
policy and may not be changed with respect to a particular Fund without the
approval of its shareholders. BIMC, the Company's investment adviser, has
recommended to the Board of Directors that certain fundamental investment
limitations be amended as shown below. The proposed changes would modernize the
limitations by updating them to current industry practices, and would conform
the fundamental investment limitations of the Funds to those of Fed, Muni, Cal
Muni and NY Muni. In addition, if approved at this Meeting, these fundamental
investment limitations will also apply to the successor Funds of PIF. This will
allow BIMC to manage its investment portfolios in a more streamlined and
efficient manner. These changes will also result in a clearer and simpler
statement of these investment limitations. Except as specifically noted below,
these changes do not reflect a change in the investment policies or techniques
of the Funds. Shareholders will vote either for or against Proposal 4 in its
entirety. The directors believe that the proposal is in the best interests of
each Fund's shareholders.

(a) AMENDMENT TO THE FUNDS'
FUNDAMENTAL INVESTMENT LIMITATION ON
BORROWING AND SENIOR SECURITIES

For each of the Funds:

<TABLE>
<CAPTION>
CURRENT PROPOSED
------- --------
<S> <C>
A Fund may not borrow money, except from banks for A Fund may not borrow money or issue senior
temporary purposes and then in amounts not in excess securities except to the extent permitted under the
of 10% of the value of a Fund's assets at the time of 1940 Act.
such borrowing; or mortgage, pledge or hypothecate
any assets except in connection with any such
borrowing and in amounts not in excess of the lesser
of the dollar amounts borrowed or 10% of the value of
the Fund's assets at the time of such borrowing (A
loan limitation in excess of 5% is generally
associated with a leveraged fund, but since a Fund
anticipates paying interest on borrowed money at
rates comparable to its yield, the potential for
improving income by such borrowing is remote. This
borrowing provision is included solely to facilitate
the orderly sale of portfolio securities to
accommodate abnormally heavy redemption requests if
they should occur and is not for leverage purposes.)
</TABLE>

EXPLANATION OF THE PROPOSED CHANGE: The proposed change would modernize
and make the language of this limitation uniform among the money market funds
advised by BIMC. It will also expand a Fund's ability to borrow money from 10%
to 33 1/3% of its total assets. However, neither of the Funds currently borrow
money and have no current intention of borrowing money.

16
<PAGE> 22

(b) AMENDMENT TO THE FUNDS' FUNDAMENTAL INVESTMENT LIMITATION
ON UNDERWRITING ACTIVITIES

For each of the Funds:

<TABLE>
<CAPTION>
CURRENT PROPOSED
------- --------
<S> <C>
A Fund may not act as an underwriter of securities A Fund may not act as an underwriter of securities. A
Fund will not be an underwriter for purposes of this
limitation if it purchases securities in transactions
in which the Fund would not be deemed to be an
underwriter for purposes of the Securities Act of
1933.
</TABLE>

EXPLANATION OF THE PROPOSED CHANGE: The proposed change would modernize
and make the language of this limitation uniform among the money market funds
managed by BIMC.

For each of the Funds:

<TABLE>
<CAPTION>
CURRENT PROPOSED
------- --------
<S> <C>
A Fund may not purchase or sell real estate. However, A Fund may not purchase or sell real estate. The
each Fund may purchase commercial paper issued by purchase of securities secured by real estate or
companies which invest in real estate or invests interests therein are not considered to be a purchase
therein. of real estate for purposes of the limitation.
</TABLE>

EXPLANATION OF THE PROPOSED CHANGE: The proposed change would modernize
and make uniform the language of this limitation among the money market funds
managed by BIMC.

(d) AMENDMENT TO THE FUNDS' FUNDAMENTAL INVESTMENT LIMITATION
CONCERNING COMMODITIES

For each of the Funds:

<TABLE>
<CAPTION>
CURRENT PROPOSED
------- --------
<S> <C>
A Fund may not purchase or sell commodities A Fund may not purchase or sell commodities
or commodity contracts, or invest in oil, or commodities contracts.
gas or mineral exploration or development
programs.
</TABLE>

EXPLANATION OF THE PROPOSED CHANGE: The proposed change would make uniform
the language of this limitation among the money market funds managed by BIMC.
Additionally, it would delete the language concerning investments in oil, gas or
mineral exploration or development programs. This language was formerly required
by various state securities laws, but is no longer required. The Funds do not
intend on investing in such securities.

17
<PAGE> 23

(e) AMENDMENT TO THE FUNDS' INVESTMENT LIMITATION
CONCERNING LOANS

For each of the Funds:

<TABLE>
<CAPTION>
CURRENT PROPOSED
------- --------
<S> <C>
A Fund many not make loans, except that a Fund may A Fund may not make loans. The purchase of debt
purchase or hold debt instruments in accordance with obligations, the lending of portfolio securities and
its investment objective and policies, and may enter the entry into repurchase agreements are not treated
into repurchase agreements with respect to commercial as the making of loans for purposes of this
paper, certificates of deposit and obligations issued limitation.
or guaranteed by the U.S. Government, its agencies or
instrumentalities.
</TABLE>

EXPLANATION OF THE PROPOSED CHANGE: The proposed change would modernize
the language of this limitation. In addition, it would permit the Funds to
engage in securities lending transactions. If approved, a Fund may loan its
securities up to 33 1/3% of its total assets (including the value of collateral
for the loans) to qualified brokers, dealers, banks and other financial
institutions for the purposes of seeking additional net investment income
through the receipt of interest on the loans. Such loans would involve risks of
delay in receiving additional collateral in the event the collateral decreased
below the value of the securities loaned or of delay in recovering the
securities loaned or even loss of rights in the collateral should the borrower
of the securities fail financially. The Funds have indicated that if this change
is approved, they may engage in such transactions.

(f) AMENDMENT TO TEMPCASH'S INVESTMENT LIMITATION
CONCERNING CONCENTRATION

For TempCash only:

<TABLE>
<CAPTION>
CURRENT PROPOSED
------- --------
<S> <C>
TempCash may not purchase any securities TempCash may not purchase any securities
which would cause, at the time of purchase, which would cause, at the time of purchase,
less than 25% of the value of its total less than 25% of the value of its total
assets to be invested in obligations of assets to be invested in obligations of
issuers in the banking industry or in issuers in the financial services industry
obligations, such as repurchase agreements, or in obligations, such as repurchase
secured by such obligations (unless the Fund agreements, secured by such obligations
is in a temporary defensive position) or (unless the Fund is in a temporary defensive
which would cause, at the time of purchase, position) or which would cause, at the time
25% or more of the value of its total assets of purchase, 25% or more of the value of its
to be invested in the obligations of issuers total assets to be invested in the
in any other industry, provided that (a) obligations of issuers in any other
there is no limitation with respect to industry, provided that (a) there is no
investments in U.S. Treasury Bills and other limitation with respect to investments in
obligations issued or guaranteed by the U.S. Treasury Bills and other obligations
federal government, its agencies and issued or guaranteed by the federal
instrumentalities and (b) neither all government, its agencies and
finance companies, as a group, nor all instrumentalities and (b) neither all
utility companies, as a group, are finance companies, as a group, nor all
considered a single industry for purposes of utility companies, as a group, are
this policy. considered a single industry for purposes of
this policy.
</TABLE>

EXPLANATION OF THE PROPOSED CHANGE: The proposed policy is almost
identical to the current limitation, except that, instead of concentrating 25%
of TempCash's assets in the banking industry, 25% of the Fund's assets will be
invested in the financial services industry. The reason for the proposed change
is that the financial services industry offers a broader range of possible
investments, including the banking industry (the Fund's current concentration)
which have similar characteristics. The financial services industry is a broader

18
<PAGE> 24

category which includes money market obligations issued by domestic and foreign
banks, savings and loan associations, consumer and industrial finance companies,
securities brokerage companies and a variety of firms in the insurance field.
Because of its concentration in the financial services industry, TempCash will
be exposed to the risks associated with that industry, such as government
regulation, the availability and cost of capital funds, and general economic
conditions. In addition, securities issued by foreign banks may involve
additional risks, such as the lack of available public information about the
foreign bank, and international economic or political developments which could
affect the payment of principal and interest when due.

PROPOSAL 5: TO APPROVE A CHANGE IN THE FOLLOWING FUNDAMENTAL
INVESTMENT LIMITATIONS OF THE FUNDS TO MAKE SUCH
LIMITATIONS NON-FUNDAMENTAL

The following proposals would change certain fundamental investment
limitations of the Funds to non-fundamental investment limitations. Unlike a
fundamental limitation, a non-fundamental investment limitation may be changed
without the approval of shareholders. Neither the 1940 Act nor state securities
laws require such limitations to be fundamental. The proposed changes would give
the directors greater flexibility in responding to regulatory or market
developments. Except as noted below, the directors have no present intention of
changing the investment limitations of any Fund; however, if this proposal is
approved, the Board of Directors may do so in the future. Additionally, if
approved at this Meeting, these limitations will also apply to the successor
Funds of PIF. Shareholders will vote either for or against Proposal 5 in its
entirety. The directors believe that the proposal is in the best interests of
each Fund's shareholders.

(a) RECLASSIFICATION OF THE FUNDAMENTAL INVESTMENT
LIMITATION ON ELIGIBLE SECURITIES

For each of the Funds:

<TABLE>
<CAPTION>
CURRENT PROPOSED
------- --------
<S> <C>
A Fund may not purchase any securities other This limitation would be made
than so-called money market instruments, non-fundamental.
including U.S. Treasury Bills; other
obligations issued or guaranteed by the
federal government, its agencies or
instrumentalities; certificates of deposit;
bankers' acceptances; and commercial paper
(including variable rate demand notes); some
of which may be subject to repurchase
agreements, but each Fund may make interest-
bearing savings deposits in commercial and
savings bank in amounts not in excess of 5%
of the value of the Fund's assets, and
TempCash may make time deposits.
</TABLE>

19
<PAGE> 25

(b) RECLASSIFICATION OF THE FUNDAMENTAL INVESTMENT LIMITATION
REGARDING ACQUISITION OF VOTING SECURITIES OR ACQUIRING
SECURITIES OF OTHER INVESTMENT COMPANIES

For each of the Funds:

<TABLE>
<CAPTION>
CURRENT PROPOSED
------- --------
<S> <C>
A Fund may not acquire voting securities of This limitation would be made
any issuer or acquire securities of other non-fundamental and restated as follows:
investment companies.
A Fund may not acquire any other investment
company or investment company security
except in connection with a merger,
consolidation, reorganization or acquisition
of assets or where otherwise permitted by
the 1940 Act.
</TABLE>

EXPLANATION OF THE PROPOSED CHANGE: The proposed change would modernize
the language and modify the restriction to permit investments in other
investment companies within the limits established by the 1940 Act. This would
permit the Funds to invest in other money market funds with similar investment
objectives, policies and limitations. Additionally, as a non-fundamental policy,
future changes to this limitation would not require a shareholder vote.

(c) RECLASSIFICATION OF THE FUNDAMENTAL INVESTMENT LIMITATION ON
PURCHASING SECURITIES ON MARGIN, MAKING SHORT SALES OR
MAINTAINING A SHORT POSITION

For each of the Funds:

<TABLE>
<CAPTION>
CURRENT PROPOSED
------- --------
<S> <C>
A Fund may not purchase securities on This limitation would be made
margin, make short sales of securities or non-fundamental and deleted.
maintain a short position.
</TABLE>

PROPOSAL 6: TO APPROVE A NEW
FUNDAMENTAL INVESTMENT LIMITATION TO PERMIT
EACH FUND TO INVEST SUBSTANTIALLY ALL OF ITS
ASSETS IN ANOTHER OPEN-END INVESTMENT COMPANY

GENERAL.

The directors have approved, subject to shareholder approval, the adoption
of a new fundamental investment limitation that would permit each Fund to pool
its assets with other funds, in a single portfolio (the "Pooled Portfolio"). The
Delaware Trust Instrument permits investment of all of a Fund's assets in a
Pooled Portfolio, but if the proposal to adopt this new fundamental investment
policy is not adopted, the Funds would not be able to take advantage of such
flexibility. If the proposal is approved, each Fund will be authorized to invest
substantially all of its assets in a corresponding Pooled Portfolio that would
invest in the same type of securities (and have substantially the same
objective, restrictions and policies) as the Fund. The primary purpose of
pooling would be to achieve operational efficiencies.

BACKGROUND. Several mutual funds have developed so-called master-feeder
structures under which they invest all their assets in a single pooled
investment. For example, funds offering different types of shareholder services
might pool their investments for investment purposes but retain different
distribution systems and cost structures. This structure allows several funds
with different features, but the same investment objective, restrictions and
policies, to combine their investment instead of managing them separately. A
Fund would

20
<PAGE> 26

combine its investments with those of other funds by investing all of its assets
in the same Pooled Portfolio, which would be organized and registered as an
open-end management investment company (a mutual fund). As a shareholder of the
Pooled Portfolio, the Fund would bear, along with other shareholders, its
pro-rata portion of the Pooled Portfolio's expenses. These expenses would be in
addition to the expenses that a Fund bears directly in connection with its own
operations.

PURPOSE OF THE PROPOSAL. BIMC regularly reviews various options for
structuring mutual funds to take maximum advantage of potential efficiencies.
The Funds currently take advantage of the ability to issue multiple classes of
shares, which offer many of the same advantages as investing in a Pooled
Portfolio. While neither the directors nor BIMC have determined that any Fund
should invest in a Pooled Portfolio, the directors believe that it could in the
future be in the best interests of the Funds to adopt such a structure to allow
for investing by one or more of the Funds in a Pooled Portfolio without the cost
of again obtaining shareholder approval.

At present, some of the Funds' fundamental investment limitations prevent a
Fund from investing all of its assets in another investment company, and require
a vote of shareholders of the Fund before such a master-feeder structure could
be adopted. To avoid the costs associated with a subsequent shareholder meeting,
the directors recommend that shareholders of each Fund vote to permit the assets
of such Fund to be invested in a Pooled Portfolio, without an additional vote of
Fund shareholders, if the directors (or trustees of PIF) determine the adoption
of a master-feeder structure to be in the best interest of the Fund and its
shareholders. If shareholders approve this Proposal, any fundamental and
non-fundamental limitations of the Funds that currently prohibit investment in
shares of a single investment company would be subject to modification to the
extent necessary to permit investment in Pooled Portfolios. These policies
include, for example, the Funds' restrictions on investments in the securities
of any one issuer, and issuers in any one industry, as well as the restriction
concerning acting as an underwriter.

At present, the directors are not considering any proposal to adopt a
master-feeder structure. The directors (or trustees of PIF) will authorize
investing a Fund's assets in a Pooled Portfolio only if they determine that
pooling is in the best interests of a Fund and its shareholders and if they
determine that the investment will not have material adverse tax consequences to
the Fund or the shareholders. In determining whether a Fund should invest in a
Pooled Portfolio, the directors (or trustees of PIF) will consider, among other
things, the opportunity to reduce costs to shareholders and to achieve
operational efficiencies. There is no assurance that cost reductions or
increased efficiencies will be achieved.

BIMC or its affiliates may benefit from the use of a Pooled Portfolio if
overall assets are increased, since BIMC's fees under the existing and proposed
advisory agreements are based on assets under management. Also, BIMC's or its
affiliates' expenses of providing investment and other services to a Fund may be
reduced. If a Fund's investment in a Pooled Portfolio were to reduce the
expenses of BIMC or its affiliates (as the case may be) materially, the
directors (or trustees of PIF) would consider whether a reduction of the
management fee paid to BIMC or its affiliates (as the case may be) would be
appropriate.

PROPOSED FUNDAMENTAL LIMITATION.

In order to permit one or both of the Funds to invest in a Pooled Portfolio
at a future date, the directors recommend that the shareholders of each Fund
adopt the following fundamental policy:

Each Fund may, notwithstanding any other fundamental investment
limitations, invest all of its assets in a single open-end investment company or
series thereof with substantially the same investment objectives, restrictions
and policies as the Fund.

BOARD OF DIRECTORS' AND TRUSTEES' EVALUATION AND RECOMMENDATION.

At meetings held on October 22, 1998, after considering the matters
discussed above and other matters deemed to be relevant, the directors and
trustees unanimously adopted and voted to recommend to the shareholders that
they adopt the proposed new fundamental investment limitation that would permit
any Fund, subject to future review by the Boards, as described above, to invest
all of its assets in an open-end

21
<PAGE> 27

investment company with substantially the same investment objectives,
restrictions and policies as the Fund. In taking such action and making such
recommendations, the directors and trustees took into consideration that the
proposed modifications may provide operational efficiencies and facilitate the
introduction of new PIF mutual funds and thereby increase the investment options
available to shareholders. The directors and trustees believe that the ability
to use a master-feeder structure may be beneficial to present shareholders of
the Funds as well as potential investors.

OTHER MATTERS

No business other than the matters described above is expected to come
before the Meeting, but should any other matter requiring a vote of shareholders
arise, including any question as to adjournment of the Meeting, the persons
named as proxies will vote thereon according to their best judgment in the
interests of the Company and its shareholders.

VOTES REQUIRED FOR THE ELECTION OF DIRECTORS AND
APPROVAL OF MATTERS AT THE MEETING

A quorum for the transaction of business at the Meeting is constituted by
the presence in person or by proxy of holders of a majority of the outstanding
voting securities of each Fund. If a Proxy is properly executed and returned
accompanied by instructions to withhold authority, or is marked with an
abstention, the shares represented thereby will be considered to be present at
the Meeting for purposes of determining the existence of a quorum for the
transaction of business. In the election of directors, the six nominees
receiving the highest number of votes cast at the Meeting will be elected. The
withholding of voting authority with respect to the election of a director means
that the shares withheld will not be counted. Approval of Proposal 2 requires
the affirmative vote of the holders of a majority of the votes cast at the
Meeting. Approval of Proposals 3-6 requires the affirmative vote of a "majority
of the outstanding voting securities" of a Fund. The term "majority of the
outstanding voting securities" means the vote of (a) 67% or more of the voting
securities of a Fund present at such meeting, if the holders of more than 50% of
the outstanding voting securities of such Fund are present or represented by
proxy; or (b) more than 50% of the outstanding voting securities of such Fund,
whichever is less. Under Maryland law, abstentions do not constitute a vote
"for" or "against" a matter and will be disregarded in determining the "votes
cast" on an issue. Broker "non-votes" (i.e., proxies from brokers or nominees
indicating that such persons have not received instructions from the beneficial
owner or other persons entitled to vote shares on a particular matter with
respect to which the brokers or nominees do not have discretionary power) will
be deemed to be abstentions. Shares for which there has been an abstention will
be treated as present for the purpose of determining the existence of a quorum
but will have no effect (i.e. will not be considered a vote "for" or "against")
with respect to Proposal 2, and will have the effect of a vote against Proposals
3-6.

A vote FOR the Conversion will authorize each current Fund, as the sole
shareholder of its corresponding successor Fund: (i) to elect as trustees of PIF
(if Proposal 1 is approved) Messrs. Beckwith, Harris, Johnson, Platt, Robb,
Urish and Winter (see Proposal 1); (ii) to ratify the selection of
PricewaterhouseCoopers LLP as PIF's independent accountants (see Proposal 2);
(iii) to approve the New Advisory Agreement between PIF and BIMC; and (iv) to
approve the fundamental investment limitations for the successor Funds, which if
Proposals 4, 5 and 6 are approved, will be the same as the current fundamental
investment limitations in effect for the Funds, as amended by such Proposals. In
addition, if the Conversions are approved but Proposals 4, 5 and/or 6 are not
approved by a current Fund's shareholders, a current Fund, as sole shareholder
of the successor Fund, will establish only the existing fundamental investment
limitations, as the case may be.

22
<PAGE> 28

ADDITIONAL INFORMATION

MANAGEMENT.

Officers of the Company are elected and appointed by the directors and hold
office until they resign or are removed. The following table sets forth certain
information about the Company's officers:

<TABLE>
<CAPTION>
OFFICER PRINCIPAL OCCUPATION
NAME AGE SINCE POSITION DURING PAST 5 YEARS
- ---- --- ------- --------- --------------------------------
<S> <C> <C> <C> <C>
Thomas H. Nevin................. 51 1997 President Managing Director of BIMC since
1997; prior thereto, President
and Chief Investment Officer,
BIMC
Lisa M. Buono................... 33 1997 Treasurer Vice President, Provident
Advisors, Inc. since 1997; prior
thereto, Director of Finance and
Compliance, Provident
Distributors, Inc.
W. Bruce McConnel, III.......... 55 1977 Secretary Partner, law firm of Drinker
Biddle & Reath LLP
</TABLE>

INVESTMENT ADVISER AND SUB-ADVISER.

BIMC serves as investment adviser for each Fund. BIMC is located at
Bellevue Park Corporate Center, 400 Bellevue Parkway, Wilmington, DE 19809. PNC
Bank is the sub-adviser for each Fund. PNC Bank is located at 1600 Market
Street, Philadelphia, PA 19103.

CO-ADMINISTRATORS AND DISTRIBUTOR.

PFPC and PDI serve as the co-administrators for each Fund. PDI also serves
as the distributor for each Fund. PFPC is located at Bellevue Park Corporate
Center, 400 Bellevue Parkway, Wilmington, DE 19809. PDI is located at Four Falls
Corporate Center, 6th Floor, West Conshohocken, PA 19428.

BENEFICIAL OWNERS OF THE COMPANY.

The beneficial owners of more than 5% of the outstanding shares of any Fund
as of November 13, 1998, the record date, are as follows:

<TABLE>
<CAPTION>
NAME AND ADDRESS OF NUMBER OF PERCENTAGE
NAME OF FUND BENEFICIAL OWNER SHARES OWNED OF FUND
- ------------ ---------------------- -------------- ----------
<S> <C> <C> <C>
TempCash AT&T 593,383,768.47 15.7%
44 Whippany Road
Morristown, NJ 07962
</TABLE>

SHAREHOLDER PROPOSALS

The Company does not hold annual meetings of shareholders. It is not
expected the PIF will hold annual meetings of shareholders, except as required
by the 1940 Act. Any proposal by a shareholder for consideration at a subsequent
meeting of shareholders should be sent in writing to Thomas H. Nevin, President,
Temporary Investment Fund, Inc., Bellevue Park Corporate Center, 400 Bellevue
Parkway, Wilmington, DE 19809.

December 11, 1998

SHAREHOLDERS WHO DO NOT EXPECT TO BE PRESENT AT THE MEETING AND WHO WISH TO HAVE
THEIR SHARES VOTED ARE REQUESTED TO DATE AND SIGN THE ENCLOSED PROXY AND RETURN
IT IN THE ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED
STATES.

23
<PAGE> 29

APPENDIX A

AGREEMENT AND PLAN OF
REORGANIZATION

THIS AGREEMENT AND PLAN OF REORGANIZATION is made as of the 15th day of
November, 1998, by and between Temporary Investment Fund, Inc. (the "Company"),
a Maryland corporation, on behalf of each of its series (each a "Fund" and
collectively the "Funds"), and Provident Institutional Funds (the "Trust"), a
Delaware business trust.

This Agreement is intended to be and is adopted as a plan of reorganization
within the meaning of Section 368(a)(1)(F) of the U.S. Internal Revenue Code of
1986, as amended (the "Code"), and is intended to effect the reorganization (a
"Reorganization") of each Fund as a new series of the Trust (each a "Successor
Fund" and collectively the "Successor Funds"). Each Reorganization will include
the transfer of all of the assets of a Fund to a corresponding Successor Fund of
the Trust solely in exchange for (1) the assumption by the Successor Fund of all
liabilities of the Fund and (2) the issuance by the Trust to the Fund of shares
of beneficial interest of the Successor Fund. The aggregate number of shares of
beneficial interest of each class of the Successor Fund issued to the Fund will
be equal to the number of full and fractional shares of common stock ("Shares")
of the corresponding Fund class outstanding immediately before the
Reorganization. These transactions will be promptly followed by a pro rata
distribution by each Fund of the shares of beneficial interest it receives in
the exchange described above to the holders of corresponding Fund Shares in
exchange for those Fund Shares, in liquidation of each Fund, and the
cancellation of each Fund's Shares, all upon the terms and conditions
hereinafter set forth in this Agreement.

In consideration of the promises and of the covenants and agreements
hereinafter set forth, the parties hereto covenant and agree as follows.

1. TRANSFER OF ASSETS OF THE FUNDS IN EXCHANGE FOR ASSUMPTION OF LIABILITIES
AND ISSUANCE OF SHARES OF BENEFICIAL INTEREST

1.1 Subject to the terms and conditions set forth herein and on the basis
of the representations and warranties contained herein, each Fund agrees to
transfer all of its assets (as described in paragraph 1.2) and to assign and
transfer all of its liabilities to a corresponding Successor Fund organized
solely for the purpose of acquiring all of the assets and assuming all of the
liabilities of that Fund. The Trust, on behalf of each Successor Fund, agrees
that in exchange for all of the assets of the corresponding Fund: (1) the
Successor Fund shall assume all of the liabilities of such Fund, whether
contingent or otherwise, then existing, and (2) the Trust shall issue shares of
beneficial interest to the Fund. The number of shares of beneficial interest of
each class to be issued by the Trust on behalf of each Successor Fund will be
identical to the number of full and fractional Shares of the corresponding class
and Fund outstanding on the Closing Date provided for in paragraph 3.1. Such
transactions shall take place at the Closing provided for in paragraph 3.1.

1.2 The assets of each Fund to be acquired by the corresponding Successor
Fund shall include, without limitation, all cash, cash equivalents, securities,
receivables (including interest and dividends receivable), any tax operating
losses, any claims or rights of action or rights to register Shares under
applicable securities laws, any books or records of the Fund and other property
owned by the Fund and any deferred or prepaid expenses shown as assets on the
books of the Fund on the Closing Date provided for in paragraph 3.1.

1.3 Immediately after delivery to each Fund of corresponding shares of
beneficial interest, a duly authorized officer of the Company shall cause each
Fund, as the sole shareholder of the corresponding Successor Fund, to (i) elect
the trustees of the Trust; (ii) ratify the selection of the Trust's independent
accountants; (iii) adopt investment limitations which are substantially
identical to those of the Fund immediately prior to the Closing of the
reorganization, including any changes thereto approved by the shareholders of
the Fund at the meeting of shareholders to be held on January 28, 1999; and (iv)
approve an investment advisory agreement between the Trust and BlackRock
Institutional Management Corporation.

1
<PAGE> 30

1.4 On the Closing Date, each Fund will distribute in liquidation the
shares of beneficial interest of each class to each shareholder of record,
determined as of the close of business on the Closing Date, of the corresponding
class of the Fund pro rata in proportion to such shareholder's beneficial
interest in that class and in exchange for that shareholder's Shares. Such
distribution will be accomplished by the transfer of the shares of beneficial
interest then credited to the account of each Fund on the records of the Trust
to open accounts on those records in the names of such Fund shareholders and
representing the respective pro rata number of each class of the shares of
beneficial interest received from the Successor Funds which is due to such Fund
shareholders. Fractional shares of beneficial interest shall be rounded to the
third place after the decimal point.

1.5 Ownership of the shares of beneficial interest by each Successor Fund
shareholder shall be recorded separately on the books of PFPC Inc., as the
Trust's transfer agent.

1.6 Any transfer taxes payable upon the issuance of shares of beneficial
interest in a name other than the registered holder of the Fund Shares on the
books of any Fund shall be paid by the person to whom such shares of beneficial
interest are to be distributed as a condition of such transfer.

1.7 The legal existence of each Fund and the Company shall be terminated
as promptly as reasonably practicable after the Closing Date. After the Closing
Date, each Fund and the Company shall not conduct any business except in
connection with its liquidation and termination.

2. VALUATION

2.1 The value of each Fund's assets to be acquired by the Trust on behalf
of the corresponding Successor Fund hereunder shall be the net asset value
computed as of the valuation time provided in the Fund's prospectus(es) on the
Closing Date using the valuation procedures set forth in the Fund's current
prospectus(es) and statement of additional information.

2.2 The value of full and fractional shares of beneficial interest of each
class to be issued in exchange for each Fund's assets shall be equal to the
value of the net assets of the corresponding class of such Fund on the Closing
Date, and the number of such shares of beneficial interest of each class shall
equal the number of full and fractional Fund Shares outstanding on the Closing
Date.

2.3 All computations of value shall be made by PFPC Inc., as
co-administrator for the Funds and the Trust.

3. CLOSING AND CLOSING DATE

3.1 The transfer of each Fund's assets in exchange for the assumption by
the corresponding Successor Fund of the Fund's liabilities and the issuance of
shares of beneficial interest to the Fund, as described above, together with
related acts necessary to consummate such acts (the "Closing"), shall occur at
Bellevue Park Corporate Center, 400 Bellevue Parkway, Wilmington, DE 19809 on
January 31, 1999 ("Closing Date"), or at such other place or date as the parties
may agree in writing.

3.2 At the Closing each party shall deliver to the other such bills of
sale, checks, assignments, stock certificates, receipts or other documents as
such other party or its counsel may reasonably request.

4. REPRESENTATIONS AND WARRANTIES

4.1 The Company represents and warrants, on behalf of itself and each
Fund, as follows:

4.1.A. At the Closing Date, the Company, on behalf of the Funds, will
have good and marketable title to the assets to be transferred to the
Trust, on behalf of the Successor Funds, pursuant to paragraph 1.1, and
will have full right, power and authority to sell, assign, transfer and
deliver such assets hereunder. Upon delivery and in payment for such
assets, the Trust on behalf of the Successor Funds will acquire good and
marketable title thereto subject to no restrictions on the full transfer
thereof, including such restrictions as might arise under the Securities
Act of 1933, as amended (the "1933 Act");

2
<PAGE> 31

4.1.B. The execution, delivery and performance of this Agreement will
have been duly authorized prior to the Closing Date by all necessary action
on the part of the Company. This Agreement constitutes a valid and binding
obligation of the Company and each Fund enforceable in accordance with its
terms, subject to the approval of each Fund's shareholders;

4.1.C. No consent, approval, authorization or order of any court or
governmental authority is required for the consummation by the Company, on
behalf of the Funds, of the transactions contemplated herein, except such
as shall have been obtained prior to the Closing Date; and

4.1.D. The Company will file with the Securities and Exchange
Commission ("SEC") proxy materials (the "Proxy Statement") complying in all
material respects with the requirements of the Securities Exchange Act of
1934, as amended, the Investment Company Act of 1940 (the "1940 Act"), and
applicable rules and regulations thereunder, relating to a meeting of its
shareholders to be called to consider and act upon the transactions
contemplated herein.

4.2 The Trust represents and warrants, on behalf of itself and each
Successor Fund, as follows:

4.2.A. Shares of beneficial interest issued in connection with the
transactions contemplated herein will be duly and validly issued and
outstanding and fully paid and non-assessable by the Trust;

4.2.B. The execution, delivery and performance of this Agreement has
been duly authorized by all necessary action on the part of the Trust, and
this Agreement constitutes a valid and binding obligation of the Trust and
each Successor Fund enforceable against the Trust and each Successor Fund
in accordance with its terms;

4.2.C. No consent, approval, authorization or order of any court or
governmental authority is required for the consummation by the Trust or the
Successor Funds of the transactions contemplated herein, except such as
shall have been obtained prior to the Closing Date; and

4.2.D. The Trust, on behalf of the Successor Funds, shall use all
reasonable efforts to obtain the approvals and authorizations required by
the 1933 Act, the 1940 Act and such state securities laws as it may deem
appropriate in order to operate after the Closing Date.

5. CONDITIONS PRECEDENT TO OBLIGATIONS OF THE COMPANY, THE FUNDS, THE TRUST AND
THE SUCCESSOR FUNDS

The obligations of the Company, the Funds, the Trust and the Successor
Funds are each subject to the conditions that on or before the Closing Date:

5.1 This Agreement and the transactions contemplated herein shall
have been approved by the directors of the Company and the trustees of the
Trust and by the requisite vote of the Company's shareholders in accordance
with applicable law;

5.2 All consents of other parties and all other consents, orders and
permits of federal, state and local regulatory authorities (including those
of the SEC and of state securities authorities) deemed necessary by the
Company or the Trust to permit consummation, in all material respects, of
the transactions contemplated hereby shall have been obtained, except where
failure to obtain any such consent, order or permit would not involve a
risk of a material adverse effect on the assets or properties of the
Company, the Funds, the Trust or the Successor Funds, provided that either
party hereto may waive any of such conditions for itself or its respective
series;

5.3 The Company and the Trust shall have received on or before the
Closing Date an opinion of Drinker Biddle & Reath LLP satisfactory to them,
substantially to the effect that for federal income tax purposes:

5.3.A. The acquisition of all of the assets of each Fund by its
corresponding Successor Fund solely in exchange for the issuance of
shares of beneficial interest to the Fund and the assumption by the
Successor Fund of all of the liabilities of the Fund, followed by the
distribution in liquidation by the Fund of such shares of beneficial
interest to the Fund shareholders in exchange for their Fund Shares and
the termination of the Fund, will constitute a reorganization within the
meaning of
3
<PAGE> 32

Section 368(a)(1)(F) of the Code, and the Fund and the Successor Fund
will each be "a party to a reorganization" within the meaning of Section
368(b) of the Code;

5.3.B. No gain or loss will be recognized by any Fund upon (i) the
transfer of all of its assets to its corresponding Successor Fund solely
in exchange for the issuance of shares of beneficial interest to the
Fund and the assumption by the Successor Fund of the Fund's liabilities
and (ii) the distribution by the Fund of such shares of beneficial
interest to the Fund shareholders;

5.3.C. No gain or loss will be recognized by any Successor Fund
upon its receipt of all of the corresponding Fund's assets solely in
exchange for the issuance of the shares of beneficial interest to the
Fund and the assumption by the Successor Fund of all of the liabilities
of the Fund;

5.3.D. The tax basis of the assets acquired by a Successor Fund
from its corresponding Fund will be, in each instance, the same as the
tax basis of those assets in the Fund's hands immediately prior to the
transfer;

5.3.E. The tax holding period of the assets of each Fund in the
hands of its corresponding Successor Fund will, in each instance,
include the Fund's tax holding period for those assets;

5.3.F. Each Fund's shareholders will not recognize gain or loss
upon the exchange of all of their Shares of the Fund solely for shares
of beneficial interest as part of the transaction;

5.3.G. The tax basis of the shares of beneficial interest received
by Fund shareholders in the transaction will be, for each shareholder,
the same as the tax basis of the Fund Shares surrendered in exchange
therefor; and

5.3.H. The tax holding period of the shares of beneficial interest
received by Fund Shareholders will include, for each shareholder, the
tax holding period for the Fund Shares surrendered in exchange therefor,
provided that such Fund Shares were held as capital assets on the date
of the exchange.

The Company and the Trust each agree to make and provide representations
with respect to the Funds and the Successor Funds, respectively, which are
reasonably necessary to enable Drinker Biddle & Reath LLP to deliver an opinion
substantially as set forth in this paragraph 5.3, which opinion may address such
other federal income tax consequences, if any, that Drinker Biddle & Reath LLP
believes to be material to the Reorganization.

6. BROKERAGE FEES

The Company and the Trust, on behalf of the Funds and the Successor Funds,
each represent and warrant to the other that there are no broker's or finder's
fees payable in connection with the transactions contemplated hereby.

7. TERMINATION

This Agreement may be terminated by the mutual agreement of the Company and
the Trust, and the parties may abandon the reorganization contemplated hereby,
notwithstanding approval thereof by the shareholders of the Company, at any time
prior to Closing, if circumstances should develop that, in the parties judgment,
make proceeding with the Agreement inadvisable.

8. AMENDMENT

This Agreement may be amended, modified or supplemented in such manner as
may be mutually agreed upon in writing by the parties; provided, however, that
following the approval of this Agreement by any Fund's shareholders, no such
amendment may have the effect of changing the provisions for determining the
number of shares of beneficial interest to be paid to that Fund's shareholders
under this Agreement to the detriment of such Fund shareholders without their
further approval. Without limiting the foregoing, in the event shareholder
approval of this Agreement and the transactions contemplated herein is obtained
with respect to

4
<PAGE> 33

one or more Funds but not with respect to other Funds, with the result that the
transactions contemplated by this Agreement may be consummated with respect to
one or more, but not all, of the Funds, the Board of Directors of the Company
may, in the exercise of its sole and unilateral discretion, determine to either
abandon this Agreement with respect to all of the Funds or direct that the
transactions described herein be consummated to the degree the Board deems
advisable and to the degree such transactions may be lawfully effected.

9. HEADINGS; COUNTERPARTS; GOVERNING LAW; ASSIGNMENT; SURVIVAL; WAIVER

9.1 The article and paragraph headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.

9.2 This Agreement may be executed in any number of counterparts, each of
which shall be deemed an original.

9.3 This Agreement shall be governed by and construed in accordance with
the laws of the State of Delaware.

9.4 This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns. Nothing herein
expressed or implied is intended or shall be construed to confer upon or give
any person, firm or corporation other than the parties hereto and their
respective successors and assigns any rights or remedies under or by reason of
this Agreement.

9.5 All persons dealing with the Company, the Funds, the Trust or the
Successor Funds must look solely to the property of the Company, the Funds, the
Trust or the Successor Funds, respectively, for the enforcement of any claims
against the Company, the Funds, the Trust or the Successor Funds, as neither the
directors, trustees, officers, agents nor shareholders of the Company or the
Trust assume any personal liability for obligations entered into on behalf of
the Company or the Trust respectively. No series of the Company or the Trust, or
any class within a series, shall be responsible for any obligations assumed by
or on behalf of any other series, or class within such series, of the Company or
the Trust under this Agreement.

9.6 The representations, warranties, covenants and agreements of the
parties contained herein shall not survive the Closing Date, except for the
provisions of Sections 1.7 and 9.8.

9.7 The Company or the Trust, after consultation with their respective
counsel and by consent of their respective Boards of Directors, Trustees,
Executive Committees or an officer authorized by such Boards of Directors or
Trustees, may waive any condition to their respective obligations hereunder if,
in their or such officer's judgment, such waiver will not have a material
adverse effect on the interests of the shareholders of the Company and the
Trust.

9.8 From and after the Closing Date, the Trust will assume and honor any
obligation as provided for or permitted by applicable federal and state law in
effect immediately prior to the Closing Date with respect to the indemnification
of each person who is now, or has been at any time prior to the date hereof or
who becomes prior to the Closing Date, a director or officer of the Company (for
the purposes of this Section, the "Indemnified Parties") to the maximum extent
available and permitted by applicable law or regulation against any and all
losses in connection with or arising out of any claim which is based upon,
arises out of or in any way relates to any actual or alleged act or omission
occurring at or prior to the Closing Date, including any actions taken to
approve and implement this Agreement and the transactions contemplated hereby,
in the Indemnified Parties' capacities as director or officer (whether elected
or appointed), of the Company. This Section 9.8 will be construed as an
agreement as to which the Indemnified Parties are intended to be third-party
beneficiaries.

10. NOTICES

Any notice, report, statement or demand required or permitted by any
provisions of this Agreement shall be in writing and shall be given by prepaid
telegraph, telecopy or certified mail addressed to the Company or

5
<PAGE> 34

the Trust, each at Bellevue Park Corporate Center, 400 Bellevue Parkway,
Wilmington, DE 19809, Attention: President.

IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to
be executed by its duly authorized officer.

TEMPORARY INVESTMENT FUND, INC.

--------------------------------------
Name:
Title:

PROVIDENT INSTITUTIONAL FUNDS

--------------------------------------
Name:
Title:

6
<PAGE> 35

APPENDIX B

ADVISORY AGREEMENT

AGREEMENT made as of January 31, 1999 between PROVIDENT INSTITUTIONAL
FUNDS, a Delaware business trust (the "Trust"), and BLACKROCK INSTITUTIONAL
MANAGEMENT CORPORATION, a Delaware corporation (the "Investment Adviser"),
registered as an investment adviser under the Investment Advisers Act of 1940.

WHEREAS, the Trust is registered as an open-end management investment
company under the Investment Company Act of 1940 (the "1940 Act") and presently
offers shares representing interests in ten separate investment portfolios; and

WHEREAS, the Trust desires to retain the Investment Adviser to render
investment advisory services to the Trust, and the Investment Adviser is willing
to so render such services;

NOW, THEREFORE, this Agreement

WITNESSETH:

In consideration of the premises and mutual covenants herein contained, it
is agreed between the parties hereto as follows:

1. APPOINTMENT.

(a) The Trust hereby appoints the Investment Adviser to act as investment
adviser to the following portfolios of the Trust: TempFund, TempCash, FedFund,
T-Fund, Federal Trust Fund, Treasury Trust Fund, MuniFund, MuniCash, California
Money Fund and New York Money Fund (each a "Portfolio," and collectively, the
"Portfolios") for the period and on the terms set forth in this Agreement. The
Investment Adviser accepts such appointment and agrees to render the services
herein set forth, for the compensation herein provided.

(b) In the event that the Trust establishes one or more portfolios other
than the Portfolios with respect to which it desires to retain the Investment
Adviser to act as investment adviser hereunder, the Trust shall notify the
Investment Adviser in writing. If the Investment Adviser is willing to render
such services it shall notify the Trust in writing whereupon, subject to such
shareholder approval as may be required pursuant to Paragraph 9 hereof, such
portfolio shall become a Portfolio hereunder and the compensation payable by
such new Portfolio to the Investment Adviser will be as agreed in writing at the
time.

2. MANAGEMENT. Subject to the supervision of the Board of Trustees of the
Trust, the Investment Adviser will provide a continuous investment program for
each of the Portfolios, including investment research and management with
respect to all securities, investments, cash and cash equivalents in the
Portfolios. The Investment Adviser will determine from time to time what
securities and other investments will be purchased, retained or sold by the
Trust for each of its Portfolios. The Investment Adviser will provide the
services rendered by it hereunder in accordance with the investment objective
and policies of each of the Portfolios as stated in their respective
Prospectuses. The Investment Adviser further agrees that it:

(a) will conform with all applicable Rules and Regulations of the
Securities and Exchange Commission (herein called the "Rules"), and will in
addition conduct its activities under this Agreement in accordance with all
other applicable laws;

(b) will maintain all books and records with respect to the securities
transactions of the Portfolios, keep their respective books of account and
will render to the Trust's Board of Trustees such periodic and special
reports as the Board may request; and

(c) will treat confidentiality and as proprietary information of the
Trust all records and other information relative to the Trust and prior,
present or potential shareholders, and will not use such records and
information for any purpose other than performance of its responsibilities
and duties hereunder,
1
<PAGE> 36

except after prior notification to and approval in writing by the Trust
which approval shall not be unreasonably withheld and may not be withheld
where the Investment Adviser may be exposed to civil or criminal contempt
proceedings for failure to comply, when requested to divulge such
information by duly constituted authorities, or when so requested by the
Trust.

3. SERVICES NOT EXCLUSIVE. The investment management services rendered by
the Investment Adviser hereunder are not to be deemed exclusive, and the
Investment Adviser shall be free to render similar services to others so long as
its services under this Agreement are not impaired thereby.

4. SUB-ADVISER. It is understood that the Investment Adviser may, if it
deems it desirable, from time to time employ such person or persons as the
Investment Adviser believes to be capable of assisting in the performance of its
obligations under this Agreement (each a "Sub-Adviser") and to terminate the
services of any such person; provided, however, that the compensation of such
person or persons shall be paid by the Investment Adviser and that the
Investment Adviser shall be as fully responsible to the Trust for the acts and
omissions of any such person as it is for its own acts and omissions; and
provided further, that the retention of any Sub-Adviser shall be approved by the
trustees and shareholders to the extent required by the 1940 Act.

5. BOOKS AND RECORDS. In compliance with the requirements of Rule 31a-3
of the Rules, the Investment Adviser hereby agrees that all records which it
maintains for each Portfolio are the property of the Trust and further agrees to
surrender promptly to the Trust any of such records upon the Trust's request.
The Investment Adviser further agrees to preserve for the periods prescribed by
Rule 31a-2 the records required to be maintained by Rule 31a-1 of the Rules.

6. EXPENSES. During the term of this Agreement, the Investment Adviser
will pay all expenses incurred by it in connection with its activities under
this Agreement other than the cost of (including brokerage commissions, if any)
securities purchased for the Portfolios.

In addition, if the expenses borne by any Portfolio in any fiscal year
exceed the applicable expense limitations imposed by the securities regulations
of any state in which the Shares are registered or qualified for sale to the
public, the Investment Adviser shall reimburse such Portfolio for one-half of
any excess up to the amount of the fees payable by the particular Portfolio to
it during such fiscal year pursuant to Paragraph 7 hereof; provided, however,
that notwithstanding the foregoing, the Investment Adviser shall reimburse such
Portfolio for one-half of such excess expenses regardless of the amount of such
fees payable to it during such fiscal year to the extent that the securities
regulations of any state in which the Shares are registered or qualified for
sale so require.

7. COMPENSATION. For the services provided and the expenses assumed
pursuant to this Agreement, the Trust, on behalf of each Portfolio, will pay the
Investment Adviser and the Investment Adviser will accept as full compensation
therefor a fee, computed daily and payable monthly, as described in the fee
schedule attached as Appendix A. The fee attributable to each Portfolio shall be
the several (and not joint or joint and several) obligation of each such
Portfolio.

8. LIMITATION OF LIABILITY OF THE INVESTMENT ADVISER. The Investment
Adviser shall not be liable for any error of judgment or mistake of law or for
any loss suffered by the Trust in connection with the matters to which this
Agreement relates, except a loss resulting from a breach of fiduciary duty with
respect to the receipt of compensation for services or a loss resulting from
willful misfeasance, bad faith or gross negligence on the part of the Investment
Adviser in the performance of its duties or from reckless disregard by it of its
obligations and duties under this Agreement.

9. DURATION AND TERMINATION. This Agreement shall become effective with
respect to a Portfolio upon approval of this Agreement by vote of a majority of
the outstanding voting securities of such Portfolio and, unless sooner
terminated as provided herein, shall continue with respect to such Portfolio
until March 31, 2000. Thereafter, if not terminated, this Agreement shall
continue with respect to a Portfolio for successive annual periods ending on
March 31, provided such continuance is specifically approved at least annually
(a) by the vote of a majority of those members of the Board of Trustees of the
Trust who are not parties to this Agreement or interested persons of any such
party, cast in person at a meeting called for the purpose of voting on such
approval, and (b) by the Board of Trustees of the Trust or by vote of a majority
of the outstanding
2
<PAGE> 37

voting securities of such Portfolio; provided, however, that this Agreement may
be terminated with respect to a Portfolio by the Trust at any time, without the
payment of any penalty, by the Board of Trustees of the Trust or by vote of a
majority of the outstanding voting securities of such Portfolio, on 60 days'
written notice to the Investment Adviser, or by the Investment Adviser at any
time, without payment of any penalty, on 90 days' written notice to the Trust.
This Agreement will immediately terminate in the event of its assignment. (As
used in this Agreement, the terms "majority of the outstanding voting
securities," "interested person" and "assignment" shall have the same meaning as
such terms have in the 1940 Act.)

10. AMENDMENT OF THIS AGREEMENT. No provision of this Agreement may be
changed, discharged or terminated orally, but only by an instrument in writing
signed by the party against which enforcement of the change, discharge or
termination is sought, and no amendment of this Agreement affecting a Portfolio
shall be effective until approved by vote of the holders of a majority of the
outstanding voting securities of such Portfolio.

11. MISCELLANEOUS. The captions in this Agreement are included for
convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect. If any
provision of this Agreement shall be held or made invalid by a court decision,
statute, rule or otherwise, the remainder of this Agreement shall not be
affected thereby. This Agreement shall be binding upon and shall inure to the
benefit of the parties hereto and their respective successors and shall be
governed by Delaware law.

12. LIMITATION OF LIABILITY. Reference is hereby made to the Declaration
of Trust which contains certain provisions limiting the liability of the Board
of Trustees, shareholders, officers, employees and agents of the Trust. The
obligations of the Trust created hereunder are not personally binding upon, nor
shall resort be had to the property of, any of the Board of Trustees,
shareholders, officers, employees or agents of the Trust. In addition, only the
Trust property included in the Portfolio which incurs any liability shall be
used to pay such liability.

IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated below as of the day and year first above
written.

Attest: PROVIDENT INSTITUTIONAL FUNDS
- --------------------------------------------- ---------------------------------------------
By: By:
Title: Title:

Attest: BLACKROCK INSTITUTIONAL
- --------------------------------------------- MANAGEMENT CORPORATION
By: ---------------------------------------------
Title: By:
Title:
</TABLE>

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<PAGE> 38

APPENDIX A

FEE SCHEDULE

TEMPFUND.

For the services provided and the expenses assumed pursuant to this
Advisory Agreement with respect to TempFund, the Trust will pay the Investment
Adviser from the assets of TempFund and the Investment Adviser will accept as
full compensation therefor a fee, computed daily and payable monthly at the
following annual rate: .175% of the first $1 billion of TempFund's average net
assets, plus .15% of its next $1 billion of its average net assets, plus .125%
of its next $1 billion of its average net assets, plus .1% of its next $1
billion of average net assets, plus .095% of its next $1 billion of average its
average net assets, plus .09% of the next $1 billion of its average net assets,
plus .08% of its next $1 billion of its average net assets, plus .075% of the
next $1 billion of its average net assets, plus .07% of its average net assets
over $8 billion. The fee will be reduced by one-half of the amount necessary to
ensure that the ordinary operating expenses (excluding interest, taxes,
brokerage, payments to Service Organizations pursuant to Servicing Agreements
and extraordinary expenses) of TempFund do not exceed .45% of TempFund's average
net assets for any fiscal year.

TEMPCASH AND MUNICASH.

For the services provided and the expenses assumed pursuant to this
Advisory Agreement with respect to TempCash and MuniCash, the Trust will pay the
Investment Adviser from the assets belonging to either TempCash or MuniCash, as
applicable, and the Investment Adviser will accept as full compensation therefor
a fee, computed daily and payable monthly, at the following rate: .175% of the
first $1 billion of such Portfolio's average net assets, plus .15% of its next
$1 billion of average net assets, plus .125% of its next $1 billion of average
net assets, plus .1% of its next $1 billion of average net assets, plus .095% of
its next $1 billion of average net assets, plus .09% of its next $1 billion of
average net assets, plus .085% of its next $1 billion of average net assets,
plus .08% of its average net assets over $7 billion.

FEDFUND, T-FUND, FEDERAL TRUST FUND AND TREASURY TRUST FUND.

For the services provided and the expenses assumed pursuant to the Advisory
Agreement with respect to FedFund, T-Fund, Federal Trust Fund and Treasury Trust
Fund, the Trust will pay the Investment Adviser from the assets belonging to
FedFund, T-Fund, Federal Trust Fund and Treasury Trust Fund (in proportion to
each such Portfolio's average net assets) and the Investment Adviser will accept
as full compensation therefor a fee, computed daily and payable monthly, at the
following annual rate: .175% of the first $1 billion of the combined average net
assets of FedFund, T-Fund, Federal Trust Fund and Treasury Trust Fund; plus
.150% of its next $1 billion of their combined average net assets, plus .125% of
its next $1 billion of their combined average net assets, plus .100% of the next
$1 billion of their combined average net assets, plus .095% of the next $1
billion of their combined average net assets, plus .090% of the next $1 billion
of their combined average net assets, plus .085% of the next $1 billion of their
combined average net assets, plus .080% of their combined average net assets
over $7 billion. The fee will be reduced by one-half of the amount necessary to
ensure that the ordinary operating expenses (excluding interest, taxes,
brokerage, payments to Service Organizations pursuant to Servicing Agreements
and extraordinary expenses) of FedFund, T-Fund, Federal Trust Fund and Treasury
Trust Fund do not exceed .45% of each such Portfolio's average net assets for
any fiscal year.

MUNIFUND.

For the services provided and the expenses assumed pursuant to this
Advisory Agreement with respect to MuniFund, the Trust will pay the Investment
Adviser from the assets belonging to MuniFund and the Investment Adviser will
accept as full compensation therefor a fee, computed daily and payable monthly,
at the following annual rate: .175% of the first $1 billion of MuniFund's
average net assets, plus .15% of its next $1 billion of average net assets, plus
.125% of its next $1 billion of average net assets, plus .1% of its next $1
billion of average net assets, plus .095% of its next $1 billion of average net
assets, plus .09% of its next $1

1
<PAGE> 39

billion of average net assets, plus .085% of its next $1 billion of average net
assets, plus .08% of its average net assets over $7 billion. The fee will be
reduced by one-half of the amount necessary to ensure that the ordinary
operating expenses (excluding interest, taxes, brokerage, payments to Service
Organizations pursuant to Servicing Agreements and extraordinary expenses) of
MuniFund do not exceed .45% of MuniFund's average net assets for any fiscal
year.

CALIFORNIA MONEY FUND AND NEW YORK MONEY FUND.

For the services provided and the expenses assumed pursuant to this
Advisory Agreement, California Money Fund and New York Money Fund, as
applicable, will pay the Investment Adviser and the Investment Adviser will
accept as full compensation therefor a fee, computed daily and payable monthly,
at an annual rate of .20% of such Portfolio's average net assets.

2
<PAGE> 40
VOTE THIS PROXY CARD TODAY!

TEMPORARY INVESTMENT FUND, INC.
BELLEVUE PARK CORPORATE CENTER
400 BELLEVUE PARKWAY
WILMINGTON, DE 19809

TEMPFUND SPECIAL MEETING OF SHAREHOLDERS

THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF TEMPORARY INVESTMENT FUND,
INC. (THE "COMPANY") FOR USE AT A SPECIAL MEETING OF SHAREHOLDERS OF THE
ABOVE-REFERENCED FUND OF THE COMPANY TO BE HELD ON JANUARY 28, 1999 AT 10:00
A.M. (EASTERN TIME) IN THE FOURTH FLOOR CONFERENCE ROOM, BELLEVUE PARK CORPORATE
CENTER, 400 BELLEVUE PARKWAY, WILMINGTON, DE 19809.

The undersigned hereby appoints Lisa M. Buono and Thomas H. Nevin and each of
them, with full power of substitution, as proxies of the undersigned to vote at
the above-referenced Special Meeting of Shareholders, and at all adjournments
thereof, all shares of common stock of the Fund held of record by the
undersigned on the record date for the Special Meeting, upon the following
matters, and at their discretion upon any other matter which may properly come
before the Special Meeting.

THIS PROXY WILL BE VOTED AS SPECIFIED BELOW WITH RESPECT TO THE ACTION TO BE
TAKEN ON THE FOLLOWING PROPOSALS. IN THE ABSENCE OF ANY SPECIFICATION, THIS
PROXY WILL BE VOTED "FOR" EACH OF THE PROPOSALS.

1. Election of Directors

[ ] FOR ALL NOMINEES LISTED BELOW (EXCEPT [ ] WITHHOLD AUTHORITY TO VOTE
AS MARKED TO THE CONTRARY BELOW). FOR ALL NOMINEES LISTED BELOW.

INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE
A LINE THROUGH HIS NAME IN THE LIST BELOW:

G. Nicholas Beckwith, III, Jerrold B. Harris, Rodney D. Johnson, Joseph P.
Platt, Jr., Robert C. Robb, Jr., Kenneth L. Urish, Frederick M. Winter

FOR AGAINST ABSTAIN
2. To ratify the selection of PricewaterhouseCoopers [ ] [ ] [ ]
LLP as the Company's independent accountants for
its fiscal year ending September 30, 1999.

3. To approve an Agreement and Plan of Reorganization [ ] [ ] [ ]
pursuant to which the Fund will be reorganized as
a separate series of Provident Institutional
Funds, a Delaware business trust.
<PAGE> 41
FOR AGAINST ABSTAIN
4. To approve changes to the following fundamental [ ] [ ] [ ]
investment limitations of the Fund:

a) limitation on borrowing and senior securities;

b) limitation on underwriting activities;

c) limitation on real estate related transactions;

d) limitation on investment in commodities; and

e) limitation on loans.

5. To approve a change in the following fundamental [ ] [ ] [ ]
investment limitations to make such limitations
non-fundamental:

a) limitation on eligible investments;

b) limitation on acquiring voting securities or
acquiring securities of other investment
companies; and

c) limitation on purchasing securities on margin,
making short sales or maintaining a short
position.

6. To approve a new fundamental investment limitation [ ] [ ] [ ]
to permit the Fund to invest substantially all of
its assets in another open-end investment company.

THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF THE NOTICE OF SPECIAL MEETING OF
SHAREHOLDERS OF THE COMPANY AND THE PROXY STATEMENT DATED DECEMBER 11, 1998.

PLEASE MARK, SIGN, DATE AND RETURN THIS
PROXY CARD PROMPTLY IN THE ENCLOSED
POSTAGE-PAID ENVELOPE.

________________________________________
Signature(s), (Title(s), if applicable)

Please sign above exactly as name(s)
appear(s) hereon. Corporate or
partnership proxies should be signed in
full corporate or partnership name by an
authorized officer. Each joint owner
should sign personally. When signing as
a fiduciary, please give full title as
such.

DATE:____________, 199__
<PAGE> 42
VOTE THIS PROXY CARD TODAY!

TEMPORARY INVESTMENT FUND, INC.
BELLEVUE PARK CORPORATE CENTER
400 BELLEVUE PARKWAY
WILMINGTON, DE 19809

TEMPCASH SPECIAL MEETING OF SHAREHOLDERS

1. Election of Directors

[ ] FOR ALL NOMINEES LISTED BELOW (EXCEPT [ ] WITHHOLD AUTHORITY TO VOTE
AS MARKED TO THE CONTRARY BELOW). FOR ALL NOMINEES LISTED BELOW.

INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE,
STRIKE A LINE THROUGH HIS NAME IN THE LIST BELOW:

G. Nicholas Beckwith, III, Jerrold B. Harris, Rodney D. Johnson, Joseph P.
Platt, Jr., Robert C. Robb, Jr., Kenneth L. Urish, Frederick M. Winter

FOR AGAINST ABSTAIN
2. To ratify the selection of PricewaterhouseCoopers [ ] [ ] [ ]
LLP as the Company's independent accountants for
its fiscal year ending September 30, 1999.

3. To approve an Agreement and Plan of Reorganization [ ] [ ] [ ]
pursuant to which the Fund will be reorganized as
a separate series of Provident Institutional
Funds, a Delaware business trust.
<PAGE> 43
FOR AGAINST ABSTAIN
4. To approve changes to the following fundamental [ ] [ ] [ ]
investment limitations of the Fund:

a) limitation on borrowing and senior securities;

b) limitation on underwriting activities;

c) limitation on real estate related transactions;

d) limitation on investment in commodities;

e) limitation on loans; and

f) limitation regarding concentration.

5. To approve a change in the following fundamental [ ] [ ] [ ]
investment limitations to make such limitations
non-fundamental:

a) limitation on eligible investments;

b) limitation on acquiring voting securities or
acquiring securities of other investment
companies; and

c) limitation on purchasing securities on margin,
making short sales or maintaining a short
position.

6. To approve a new fundamental investment limitation [ ] [ ] [ ]
to permit the Fund to invest substantially all of
its assets in another open-end investment company.

THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF THE NOTICE OF SPECIAL MEETING OF
SHAREHOLDERS OF THE COMPANY AND THE PROXY STATEMENT DATED DECEMBER 11, 1998.

PLEASE MARK, SIGN, DATE AND RETURN THIS
PROXY CARD PROMPTLY IN THE ENCLOSED
POSTAGE-PAID ENVELOPE.

________________________________________
Signature(s), (Title(s), if applicable)

DATE:___________, 199__