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, 1995
(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, 1994,
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 3,219,187,010
(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) 3,219,187,010
WITNESS the due execution hereof this 16th day of October, 1995.
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) ................... $3,868,757,207
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 $3,595,876,734
(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- $3,595,876,734
Total amount upon which the fee calculation specified
in Section 6(b) of the Securities Act of 1933 is based $ 272,880,473
FEE SUBMITTED (1/29 of 1% of Total amount) $ 94,097
CONVERSION OF NET REDEMPTIONS ON
RULE 24f-2 NOTICE TO FILING
UNDER RULE 24e-2
When a negative amount appears on the line captioned "Total amount upon which
the fee calculated specified in Section 6(b) of the Securities Act of 1933 is
based", the following calculation should be made to determine the share
information needed to file under Rule 24e-2:
Total redemptions (per annual report) 1,322,807
Less: Line (v) - Rule 24f-2 Notice 18,398
Shares available to register under
Rule 24e-2 1,304,409(a)
Fund's Current Net Asset Value $ 9.87(b)
Multiply: Shares available to register
under Rule 24e-2 by the fund's current
net asset value (a x b) to obtain Proposed
Federated Administrative Services
Federated Investors Tower
Pittsburgh, PA 15222-3779
October 16, 1995
Marshall Funds, Inc.
Federated Investors Tower
Pittsburgh, PA 15222-3779
Gentlemen:
You have requested my opinion for use in conjunction with a Rule 24f-2
Notice for Marshall Funds, Inc. ("Corporation") to be filed in respect of shares
of the Corporation ("Shares") sold for the fiscal year ended August 31, 1995,
pursuant to the Corporation'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 Corporation elected to register an
indefinite number of shares pursuant to the provisions of Investment Company Act
Rule 24f-2.
As counsel I have participated in the preparation and filing of the
Corporation's amended Registration Statement under the Securities Act of 1933.
Further, I have examined and am familiar with the provisions of the Articles of
Incorporation dated July 31, 1992, the Bylaws of the Corporation and such other
documents and records deemed relevant. I have also reviewed questions of law and
consulted with counsel thereon as deemed necessary or appropriate by me for the
purposes of this opinion.
On the basis of the foregoing, it is my opinion the Shares sold for the
fiscal year ended August 31, 1995, registration of which the Rule 24f-2 Notice
makes definite in number, were legally issued, fully paid and non-assessable by
the Corporation.
I hereby consent to the filing of this opinion as an exhibit to the Rule
24f-2 Notice referred to above, the Registration Statement of the Corporation
and to any application or registration statement filed under the securities laws
of any of the States of the United States.
The foregoing opinion is limited to the Federal laws of the United States
and the laws of the State of Wisconsin, and I am expressing no opinion as to the
effect of the laws of any other jurisdiction.
Very truly yours,
/s/ Victor R. Siclari
Victor R. Siclari
