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KPMG Peat Marwick LLP
Three Embarcadero Center
San Francisco, CA 94111
INDEPENDENT AUDITORS' REPORT
To the Board of Directors of
Overland Express Funds, Inc.
and
Securities and Exchange Commission:
We have examined management's assertion that the Asset Allocation Fund,
California Tax-Free Bond Fund, California Tax-Free Money Market Fund, Money
Market Fund, Municipal Income Fund, National Tax-Free Institutional Money Market
Fund, Short-Term Government-Corporate Income Fund, Short-Term Municipal Income
Fund, Small Cap Strategy Fund, Strategic Growth Fund, Sweep Fund, U.S.
Government Income Fund, U.S. Treasury Money Market Fund and Variable Rate
Government Fund (constituting Overland Express Funds, Inc.)(the "Funds")
complied with the requirements of subsections (b) and (c) of Rule 17f-2 under
the Investment Company Act of 1940 as of November 30, 1997, included in the
accompanying Management Statement regarding Compliance with Certain Provisions
of the Investment Company Act of 1940. Management is responsible for the Funds'
compliance with those provisions. Our responsibility is to express an opinion
on management's assertion about the Funds' compliance based on our examination.
The National Tax-Free Institutional Money Market Fund, Short-Term Government-
Corporate Income Fund, Short-Term Municipal Income Fund, Small Cap Strategy
Fund, Strategic Growth Fund, and Sweep Fund are feeder funds which invest solely
in a corresponding master portfolio. As such, the investment record consists of
book-entry tracking of shares of ownership on the feeder fund's custodial
system.
Our examination was made in accordance with 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 November 30, 1997 and for the period from July 31, 1997 (the
date of our last examination) through November 30, 1997, with respect to
securities transactions:
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KPMG Peat Marwick LLP
* Confirmation of all securities with the custodians, Wells Fargo Bank, N.A.,
and Barclays Global Investors, N.A.;
* Confirmation or examination of underlying documentation of all securities
purchased but not received;
* Reconciliation of all securities to the books and records of the Funds and
the custodians;
* Verified all shares owned by the feeder funds agreed to the corresponding
master portfolios' transfer agency records; and
* Tested a selected sample of security transactions to determine if they were
properly recorded.
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
the specified requirements.
In our opinion, management's assertion that the Funds were in compliance
with the above mentioned provisions of Rule 17f-2 of the Investment Company Act
of 1940 as of November 30, 1997 and for the period from July 31, 1997 (the date
of our last examination) through November 30, 1997, is fairly stated in all
material respects.
This report is intended solely for the information and use of management of
Overland Express Funds, Inc. and the Securities and Exchange Commission and
should not be used for any other purpose.
/s/ KPMG Peat Marwick LLP
December 15, 1997
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[WELLS FARGO LOGO]
Private Client Services Group
Support Services Division
P.O. Box 63002
San Francisco, CA 94163
December 15, 1997
KPMG Peat Marwick LLP
Three Embarcadero Center
San Francisco, CA 94111
RE: STATEMENT REGARDING COMPLIANCE WITH CERTAIN PROVISIONS OF THE INVESTMENT
COMPANY ACT OF 1940
We, as members of management of Overland Express 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 are also responsible for
establishing and maintaining an effective internal control structure over
compliance with Rule 17f-2 requirements. We have performed an evaluation of the
Funds' compliance with the requirements of subsections (b) and (c) of Rule 17f-2
as of November 30, 1997 and for the period from July 31, 1997 through November
30, 1997.
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 November 30, 1997 and for the period from July 31, 1997
through November 30, 1997 with respect to securities reflected in the investment
accounts of the Funds.
Overland Express Funds, Inc.
By:
/s/ Richard H. Blank, Jr. /s/ Michael Hogan
___________________________ ___________________________
Richard H. Blank, Jr. Michael Hogan
Treasurer and Chief Operating Officer Senior Vice President
Overland Express Funds, Inc. Managing Director of Mutual Fund
Division
Wells Fargo Bank, Adviser to Overland
/s/ Stephen Rogers Express Funds, Inc.
________________________
Stephen Rogers
Principal
Barclays Global Investors Sub-adviser
to Overland Express Funds, Inc.
Printed on Recycled Paper
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UNITED STATES
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]
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1. INVESTMENT COMPANY ACT FILE NUMBER: DATE EXAMINATION COMPLETED:
811- 8275 November 30, 1997
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2. STATE IDENTIFICATION NUMBER:
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AL AK AZ AR CA CO
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CT DE DC FL GA HI
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ID IL IN IA KS KY
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LA ME MD MA MI MN
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MS MO MT NE NV NH
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NJ NM NY NC ND OH
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OK OR PA RI SC SD
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TN TX UT VT VA WA
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WV WI WY PUERTO RICO
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Other (specify):
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3. EXACT NAME OF INVESTMENT COMPANY AS SPECIFIED IN REGISTRATION STATEMENT:
OVERLAND EXPRESS FUNDS, INC.
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4. ADDRESS OF PRINCIPAL EXECUTIVE OFFICE(NUMBER, STREET, CITY, STATE, ZIP CODE):
111 CENTER STREET, LITTLE ROCK, ARKANSAS 72201
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INSTRUCTIONS:
This Form must be completed by 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
