40-17F2 1 ey17f600.txt MARSHALL FUNDS-06/30/2000 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 06/30/2000 ___________________________________________________________________________ 2. State Identification Number: WI not applicable ___________________________________________________________________________ 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: The Marshall Funds, Inc. ___________________________________________________________________________ 4. Address of principal executive office: (number, street, city, state, zip code) Federated Investors Tower, Pittsburgh, PA 15222-3799 ___________________________________________________________________________ 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. ERNST & YOUNG LLP Ernst & Young LLP Phone:(617) 266-2000 200 Clarendon Street Fax: (617) 266-5843 Boston www.ey.com Massachusetts 02116-5072 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 subsections (b) and (c) of Rule 17f-2 of the Investment Company Act of 1940 (the "Act") as of June 30, 2000 with respect to securities and similar investments reflected in the investment accounts of the Funds. Management is responsible for the Company's compliance with those requirements. Our responsibility is to express an opinion on management's assertion 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 June 30, 2000, and with respect to agreement of security and similar investments purchases and sales, for the period from April 30, 2000 (the date of last examination) through June 30, 2000; [BULLET] Confirmation of all securities and similar investments held by institutions in book 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 and; [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. 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 subsections (b) and (c) of Rule 17f-2 of the Investment Company Act of 1940 as of June 30, 2000, with respect to securities and similar investments reflected in the investment account 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 Ernst & Young LLP Boston, Massachusetts September 30, 2000 MARSHALL FUNDS Marshall Your Resources September 30, 2000 Management Statement Regarding Compliance with Certain Provisions of the Investment Company Act of 1940 -------------------------------------------------------- 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 June 30, 2000. 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 June 30, 2000, with respect to securities and similar investments reflected in the investment accounts of the Funds. /s/ John M. Blaser John M. Blaser President /s/ Brooke J. Billick Brooke J. Billick Secretary 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