<PAGE> 1
<TABLE>
<S> <C>
SECURITIES AND EXCHANGE COMMISSION --------------------------
WASHINGTON, D.C. 20549 OMB Approval
FORM N-17f-2 --------------------------
OMB Number: 3235-0360
Certificate of Accounting of Securities and Similar Expires: July 31, 1994
Investment in the Custody of Estimated average burden
Management Investment Companies hours per response... 0.05
Pursuant to Rule 17f-2 [17 CFR 270.17f-2]
----------------------------------------------------------------------------------------------------------------------------------
1. Investment Company Act File Number: Date examination completed:
811-2378 October 31, 1999
----------------------------------------------------------------------------------------------------------------------------------
2. State identification Number: N/A
----------------------------------------------------------------------------------------------------------------------------
AL AK AZ AR CA CO
----------------------------------------------------------------------------------------------------------------------------
CT DE DC FL GA HI
----------------------------------------------------------------------------------------------------------------------------
ID IL IN IA KS KY
----------------------------------------------------------------------------------------------------------------------------
LA ME MD MA MI MN
----------------------------------------------------------------------------------------------------------------------------
MS MO MT NE NV NH
----------------------------------------------------------------------------------------------------------------------------
NJ NM NY NC ND OH
----------------------------------------------------------------------------------------------------------------------------
OK OR PA RI SC SD
----------------------------------------------------------------------------------------------------------------------------
TN TX UT VT VA WA
----------------------------------------------------------------------------------------------------------------------------
WV WI WY PUERTO RICO
----------------------------------------------------------------------------------------------------------------------------
Other (specify):
----------------------------------------------------------------------------------------------------------------------------------
3. Exact name of investment company as specified in representation statement:
Circle Income Shares, Inc.
----------------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------------
4. Address of principal executive office (number, street, city, state, zip code):
P.O. Box 77004, Indianapolis, Indiana 46277-7004
----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 2
[ARTHUR ANDERSEN LOGO]
Report of Independent Public Accountants
----------------------------------------
To the Board of Directors of
Circle Income Shares, Inc.
We have examined management's assertion, included in the accompanying Management
Statement Regarding Compliance with Certain Provisions of the Investment Company
Act of 1940, that Circle Income Shares, Inc. (the Company) complied with the
requirements of subsections (b) and (c) of Rule 17f-2 under the Investment
Company Act of 1940 (the Act) as of October 31, 1999. Management is responsible
for the Company's compliance with those requirements. Our responsibility is to
express an opinion on management's assertion about the Company's compliance
based on our examination.
Our examination was conducted in accordance with attestation standards
established by the American Institute of Certified Public Accountants and,
accordingly, included examining, on a test basis, evidence about the Company's
compliance with those requirements and performing such other procedures as we
considered necessary in the circumstances. Included among our procedures were
the following tests performed as of October 31, 1999, and with respect to
agreement of security purchases and sales, for the period from June 30, 1999
(date of last examination) through October 31, 1999, without prior notice to
management:
o Confirmation of all securities held by institutions in book entry form
(Federal Reserve Bank of Cleveland, The Depository Trust Co.,
Participants Trust Company);
o Reconciliation of all such securities to the books and records of the
Company and Bank One Trust Company, N.A., the Custodian;
o Agreement of three (3) security purchases and all security sales or
maturities since our last report from the books and records of the
Company to broker confirmations.
We believe that our examination provides a reasonable basis for our opinion. Our
examination does not provide a legal determination on the Company's compliance
with specified requirements.
In our opinion, management's assertion that Circle Income Shares, Inc. complied
with the requirements of subsections (b) and (c) of Rule 17f-2 of the Investment
Company Act of 1940 as of October 31, 1999, with respect to securities reflected
in the investment account of the Company, is fairly stated, in all material
respects.
This report is intended solely for the information and use of management and the
Board of Directors of Circle Income Shares, Inc. and the Securities and Exchange
Commission and is not intended to be and should not be used by anyone other than
these specified parties.
/s/ ARTHUR ANDERSEN LLP
Columbus, Ohio,
May 22, 2000
<PAGE> 3
May 22, 2000
Management Statement Regarding Compliance with Certain Provisions
of the Investment Company Act of 1940
We, as members of management of Circle Income Shares, Inc. (the Company), are
responsible for complying with the requirements of subsections (b) and (c) of
Rule 17f-2, "Custody of Investments by Registered Management Investment
Companies," of the Investment Company Act of 1940. We are also responsible for
establishing and maintaining effective internal controls over compliance with
those requirements. We have performed an evaluation of the Company's compliance
with the requirements of subsections (b) and (c) of Rule 17f-2 as of October 31,
1999, and from June 30, 1999 through October 31, 1999.
Based on this evaluation, we assert that the Company was in compliance with the
requirements of subsections (b) and (c) of Rule 17f-2 of the Investment Company
Act of 1940 as of October 31, 1999, and from June 30, 1999 to October 31, 1999,
with respect to securities reflected in the investment account of the Company.
Circle Income Shares, Inc.
By:
/s/ Bruce Glor
-------------------------
Bruce Glor, President
