Rule 24f-2 Notice
MARSHALL FUNDS, INC.
(Fund Name)
Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
1933 Act No. 33-48907
(i) fiscal period for which notice is filed August 31, 1994
(ii) The number or amount of securities of the
same class or series, if any, which had
been registered under the Securities Act
of 1933, other than pursuant to Rule 24f-2
but which remained unsold at September 1, 1993,
the beginning of the Registrant's fiscal
period -0-
(iii) The number or amount of securities, if
any, registered during the fiscal period
of this notice other than pursuant to
Rule 24f-2 -0- -0-
(iv) The number or amount of securities
sold during the fiscal period of this
notice 2,787,676,484
(v) The number or amount of securities sold
during the fiscal period of this notice
in reliance upon registration pursuant
to Rule 24f-2 (see attached Computation
of Fee) 2,787,676,484
WITNESS the due execution hereof this 14th day of October, 1994.
By: /s/ Victor R. Siclari
Victor R. Siclari
Assistant Secretary
COMPUTATION OF FEE
1. Actual aggregate sale price of Registrant's
securities sold pursuant to Rule 24f-2 during
the fiscal period for which the 24f-2 notice
is filed (see Section v)..................................... $3,594,849,532
2. Reduced by the difference between:
(a) actual aggregate redemption price
of such securities redeemed by the
issuer during the fiscal period for
which the 24f-2 notice is filed........ $3,003,501,273
(b) actual aggregate redemption price
of such redeemed securities
previously applied by the issuer
pursuant to Section 24e(2)(a) for
the fiscal period for which the
24f-2 notice is filed.................. -0- 3,003,501,273
Total amount upon which the fee calculation specified
in Section 6(b) of the Securities Act of 1933 is
based........................................................... $ 591,348,259
FEE SUBMITTED (1/29 of 1% of Total amount)................. $ 203,913
HOUSTON, HOUSTON & DONNELLY
ATTORNEYS AT LAW
2510 CENTRE CITY TOWER
WILLIAM McC. HOUSTON PITTSBURGH, PA. 15222
FRED CHALMERS HOUSTON, JR. __________
THOMAS J. DONNELLY
JOHN F. MECK (412) 471-5828 FRED CHALMERS HOUSTON
FAX (412) 471-0736 (1914 - 1971)
MARIO SANTILLI, JR.
THEODORE M. HAMMER
October 14, 1994
Marshall Funds, Inc.
Federated Investors Tower
Pittsburgh, PA 15222-3779
Gentlemen:
You have requested our opinion for use in conjunction with a Rule 24f-2
Notice for Marshall Funds, Inc. ("Fund") to be filed in respect of shares of
the Fund ("Shares") sold for the fiscal year ended August 31, 1994, pursuant
to the Fund's registration statement filed with the Securities and Exchange
Commission ("SEC") under the Securities Act of 1933 (File No. 33-48907)
("Registration Statement").
In its Registration Statement, the Fund elected to register an
indefinite number of Shares pursuant to the provisions of SEC Rule 24f-2.
We have reviewed the amended Registration Statement of the Fund and such
other documents and records deemed relevant. On the basis of the foregoing,
it is our opinion that the Shares sold for the fiscal year ended August 31,
1994, registration of which the Rule 24f-2 Notice makes definite in number,
were legally issued, fully paid and non-assessable.
We consent to your filing this opinion as an Exhibit to the Rule 24f-2
Notice referred to above, the Registration Statement of the Fund and to any
application or registration statement filed under the Securities Laws of any
of the States of the United States.
Very truly yours,
Houston, Houston & Donnelly
By: /s/ Thomas J. Donnelly
TJD:heh
