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U.S. Securities and Exchange Commission
Washington, D.C. 20549
FORM N-17f-2
Certificate of Accounting of Securities and Similar Investments
in the Custody of Management Investment Companies
Pursuant to Rule 17f-2 [17 CFR 270, 17f-2]
1. Investment Company Act File Number: Date examination completed:
811-58433 8/31/99
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2. State Identification Number:
WI not applicable
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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):
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3. Exact name of investment company as specified in registration statement:
The Marshall Funds, Inc.
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4. Address of principal executive office: (number, street, city, state,
zip code)
Federated Investors Tower, Pittsburgh, PA 15222-3799
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INSTRUCTIONS
This Form must be completed by the investment companies that have custody of
securities or similar investments.
Investment Company
1. All items must be completed by the investment company.
2. Give this Form to the independent public accountant who, in compliance
with Rule 17f-2 under the Act and applicable state law, examines securities
and similar investments in the custody of the investment company.
Accountant
3. Submit this Form to the Securities and Exchange Commission and
appropriate state securities administrators when filing the certificate of
accounting required by Rule 17f-2 under the Act and applicable state law.
File the original and one copy with the Securities and Exchange Commission's
principal office in Washington, D.C., one copy with the regional office for
the region in which the investment company's principal business operations
are conducted, and one copy with the appropriate state administrator(s), if
applicable.
THIS FORM MUST BE GIVEN TO YOUR INDEPENDENT PUBLIC ACCOUNTANT
Note: The estimated average burden hours are made solely for purposes of the
Paperwork Reduction Act, and are not derived from a comprehensive or even a
representative survey or study of the costs of SEC rules and forms. Direct
any comments concerning the accuracy of the estimated average burden hours
for compliance with SEC rules and forms to Kenneth A. Fogash, Deputy
Executive Director, U.S. Securities and Exchange Commission, 450 Fifth
Street, N.W., Washington, D.C. 20549 and Gary Waxman, Clearance Officer,
Office of Management and Budget, Room 3208 New Executive Office Building,
Washington, D.C. 20503.
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ERNST & YOUNG LLP
Report of Independent Accountants
Board of Directors
The Marshall Funds, Inc.
We have examined management's assertion, included in the accompanying "Report
of Management on Compliance with Rule 17f-2 of the Investment Company Act of
1940," that The Marshall Funds, Inc. (the "Funds") complied with the
requirements of subsection (b) and (c) of Rule 17f-2 of the Investment
Company Act of 1940 (the "Act") as of August 31, 1999 with respect to
securities and similar investments reflected in the investment accounts of
the Funds. Management is responsible for the Funds' compliance with those
requirements. Our responsibility is to express an opinion on management's
assertion about the Funds' 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 Funds'
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 August 31, 1999, and with respect to
agreement of security and similar investments purchases and sales, for the
period from August 24, 1999 (the date of last examination, which was
performed by other auditors) through August 31, 1999:
[BULLET] Confirmation of all securities and similar investments held by
institutions in book entry form at the Depository Trust Company
and the Chase Manhattan Bank;
[BULLET] Confirmation of all securities and similar investments
hypothecated, pledged, placed in escrow, or out for transfer with
brokers, pledgees and/or transfer agents;
[BULLET] Reconciliation of confirmation results as to all such securities
and investments to the books and records of the Funds and
Marshall and Ilsley Trust Co. and;
[BULLET] Confirmation of all repurchase agreements with brokers/banks and
agreement of underlying collateral with Marshall & Ilsley Trust
Co. records.
We believe that our examination provides a reasonable basis for our opinion.
Our examination does not provide a legal determination on the Funds'
compliance with specified requirements.
In our opinion, The Marshall Funds, Inc. complied, in all material respects,
with the requirements of subsection (b) and (c) of Rule 17f-2 of the
Investment Company Act of 1940 as of August 31, 1999, with respect to
securities and similar investments reflected in the investment accounts of
the Funds.
This report is intended solely for the information and use of management of
The Marshall Funds, 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/ ERNST & YOUNG LLP
October 15, 1999
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MARSHALL FUNDS
Marshall Your Resources
Management Statement Regarding Compliance with
Certain Provisions of the Investment Company Act of 1940
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October 15, 1999
We, as members of management of The Marshall Funds, Inc. (the "Funds"), 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 also are responsible
for establishing and maintaining effective controls over compliance with
those requirements. We have performed an evaluation of the Funds' compliance
with the requirements of subsections (b) and (c) of Rule 17f-2 as of August
31, 1999.
Based on this evaluation, we assert that the Funds were in compliance with
the requirements of subsections (b) and (c) of Rule 17f-2 of the Investment
Company Act of 1940 as of August 31, 1999, with respect to securities and
similar investments reflected in the investment accounts of the Funds.
By: /s/ John M. Blaser
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John M. Blaser
President
The Marshall Funds, Inc.
Marshall Funds Investor Services
P.O. Box 1348
1000 North Water Street
Milwaukee, Wisconsin 53201-1348
1-800-236-FUND (3863)
1-414-287-8555
http://www.marshallfunds.com
