<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION ------------------------
Washington, D.C. 20549 OMB APPROVAL
------------------------
FORM N-17f-2 OMB Number: 3235-0360
Expires: July 31, 1994
Certificate of Accounting of Securities and Similar Estimated average burden
Investments in the Custody of hours per response--0.05
Management Investment Companies ------------------------
Pursuant to Rule 17f-2[17 CFR 270.17f-2]
- --------------------------------------------------------------------------------
1. Investment Company Act File Number: Date examination completed:
811-06580 December 31, 1998
- --------------------------------------------------------------------------------
2. State Identification Number:
--------------------------------------------------------------------------
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 registration statement:
SouthTrust Funds
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
4. Address of principal executive office (number, street, city, state, zip
code):
Federated Investors Tower, Pittsburgh, PA 15222-3779
- --------------------------------------------------------------------------------
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 of administrator(s),
if applicable.
THIS FORM MUST BE GIVEN TO YOUR INDEPENDENT PUBLIC ACCOUNTANT
SEC 2198 (11-91)
<PAGE> 2
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Board of Trustees of
the SouthTrust Funds:
We have examined management's assertion about the SOUTHTRUST FUNDS (the "Funds")
compliance with the requirements of subsections (b) and (c) of Rule 17f-2 under
the Investment Company Act of 1940 (the "Act") as of December 31, 1998 included
in the accompanying Management Statement Regarding Compliance with Certain
Provisions of the Investment Company Act of 1940. The SouthTrust Funds include
the Bond Fund, Treasury Obligations Money Market Fund, Core Equity Fund, and
Income Fund. Management is responsible for the Funds' compliance with the
requirements of the Act. Our responsibility is to express an opinion on
management's assertion about the Funds' compliance based on our examination.
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 December 31, 1998 and for the period from October 30, 1998 (the
date of the last examination) through December 31, 1998, with respect to
agreement of security purchases and sales:
- Confirmation of all securities held by institutions in book entry
form (the Federal Reserve Bank and The Depository Trust Company);
- Confirmation of all securities hypothecated, pledged, placed in
escrow, or out for transfer with brokers, pledgees, transfer
agents, and/or remarketing agencies;
- Reconciliation of all such securities to the books and records of
the Funds and SouthTrust Bank, N.A., the Custodian;
- Confirmation of all repurchase agreements with brokers/banks and
agreement of underlying collateral with SouthTrust Bank, N.A.
records; and
- Agreement of two (2) security purchases and two (2) security sales
or maturities for each fund identified above (since the date of
our last examination) from the books and records of the Funds 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 Funds' compliance with
specified requirements.
<PAGE> 3
-2-
In our opinion, management's assertion that the SouthTrust 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 December 31, 1998 is fairly stated, in all
material respects.
This report is intended solely for the information and use of management of the
SouthTrust Funds and the Securities and Exchange Commission and should not be
used for any other purpose.
Birmingham, Alabama
January 29, 1999
<PAGE> 4
MANAGEMENT STATEMENT REGARDING COMPLIANCE WITH CERTAIN
PROVISIONS OF THE INVESTMENT COMPANY ACT OF 1940
We, as members of the SouthTrust Funds (the "Funds"), the investment company,
and SouthTrust Bank, N.A., the custodian, 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 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 December 31, 1998 and for the period
from October 30, 1998 (the date of the last examination) through December 31,
1998.
Based on this evaluation, we assert that the Funds were in compliance with those
provisions of Rule 17f-2 of the Investment Company Act of 1940 as of December
31, 1998 and for the period from October 30, 1998 (the date of the last
examination) through December 31, 1998 with respect to securities reflected in
the investment account of the Funds.
SouthTrust Funds SouthTrust Bank, N.A.
By: /s/ Beth Broderick By: /s/ Roger L. Brown
------------------------------------ ------------------------------------
Beth Broderick Roger L. Brown
Vice President & Assistant Treasurer Senior Vice President
Birmingham, Alabama
January 29, 1999
