40-17F2 1 g90463e40v17f2.txt FIRST CAROLINA INVESTORS N-17F-2 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] -------------------------------------------------------------------------------- 1. Investment Company Act File Number: Date examination completed: 811-08942 June 30, 2004 -------------------------------------------------------------------------------- 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: First Carolina Investors, Inc. -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- 4. Address of principal executive office (number, street, city, state, zip code): 9347-A Founders Street, Fort Mill, SC 29708 -------------------------------------------------------------------------------- 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) First Carolina Investors, Inc. Post Office Box 1827 Fort Mill, SC 29716 803-802-0890 Management Statement Regarding Compliance With Certain Provisions of the Investment Company Act of 1940 We, as members of management of First Carolina Investors, Inc., 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 effective internal controls over compliance with those requirements. We have performed an evaluation of the Company's compliance with the requirements of subsections (b) and (c) of Rule 17f-2 as of June 30, 2004 and from December 31, 2003 through June 30, 2004. Based on this evaluation, we assert that the Company was 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, 2004 and from December 31, 2003 through June 30, 2004 with respect to securities reflected in the investment account of the Company. First Carolina Investors, Inc. By: /s/ Brent D. Baird ---------------------- Brent D. Baird President REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Board of Directors First Carolina Investors, Inc. We have examined management's assertion, included in the accompanying Management Statement Regarding Compliance with Certain Provisions of the Investment Company Act of 1940 that First Carolina Investors, Inc. (the "Company") complied with the requirements of subsections (b) and (c) of rule 17f-2 under the Investment Company Act of 1940 ("the Act") as of June 30, 2004. Management is responsible for the Company's compliance with those requirements. Our responsibility is to express an opinion on management's assertion about the Company's compliance based on our examination. Our examination was conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States) and, accordingly, included examining, on a test basis, evidence about the Company's 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, 2004, and with respect to agreement of security purchases and sales, for the period from December 31, 2003 (the date of our last examination) through June 30, 2004: - Confirmation of all securities held by Wachovia Bank, N.A. in Charlotte, North Carolina - Reconciliation of all such securities to the books and records of the Company and the Custodian - Agreement of 21 security purchases and 71 security sales or maturities since our last report from the books and records of the Company to the broker confirmations We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company's compliance with specified requirements. In our opinion, management's assertion that First Carolina Investors, Inc. complied with the requirements of subsections (b) and (c) of rule 17f-2 of the Investment Company Act of 1940 as of June 30, 2004 with respect to securities reflected in the investment account of the Company is fairly stated, in all material respects. This report is intended solely for the information and use of management, the Board of Directors of First Carolina Investors, 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. Charlotte, North Carolina August 2, 2004