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- 07941 December 5, 1997
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:
Merrimac Master Portfolio
4. Address of principal executive office (number, street, city, state,
zip code):
PO Box 501, Cardinal Avenue, George Town, Grand Cayman, Cayman Islands, BWI
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 administrator(s),
if applicable.
THIS FORM MUST BE GIVEN TO YOUR INDEPENDENT PUBLIC ACCOUNTANT
SEC 2198 (8-95)
<PAGE>
Management Statement Regarding Compliance with
Certain Provisions of the Investment Company Act of 1940
We, as members of management of The Merrimac Cash Portfolio (the "Portfolio",
one of the series of the Merrimac Master Portfolio) are responsible for
complying with the requirements of subsection (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 controls over compliance with those requirements.
We have performed an evaluation of the Portfolio's compliance with the
requirements of subsection (b) and (c) of Rule 17f-2 as of October 10, 1997.
Based on this evaluation, we assert that the Portfolio was in compliance
with the requirements of subsection (b) and (c) of Rule 17f-2 of the
Investment Company Act of 1940 as of October 10, 1997 with respect to
securities and similar investments reflected in the investment account of
the Portfolio.
The Merrimac Master Portfolio
By:
/s/ Paul Jasinski
-----------------
Paul Jasinski
Chief Financial Officer and Treasurer
<PAGE>
Management Statement Regarding Compliance with
Certain Provisions of the Investment Company Act of 1940
We, as members of management of The Merrimac Treasury Portfolio (the
"Portfolio", one of the series of the Merrimac Master Portfolio) are
responsible for complying with the requirements of subsection (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 controls over compliance with those
requirements. We have performed an evaluation of the Portfolio's compliance
with the requirements of subsection (b) and (c) of Rule 17f-2 as of
October 10, 1997.
Based on this evaluation, we assert that the Portfolio was in compliance
with the requirements of subsection (b) and (c) of Rule 17f-2 of the
Investment Company Act of 1940 as of October 10, 1997 with respect to
securities and similar investments reflected in the investment account of
the Portfolio.
The Merrimac Master Portfolio
By:
/s/ Paul Jasinski
-----------------
Paul Jasinski
Chief Financial Officer and Treasurer
<PAGE>
Report of Independent Accountants
To the Board of Directors of
Merrimac Master Portfolio
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 the Merrimac Cash Portfolio and the
Merrimac Treasury Portfolio, two of the series comprising the Merrimac Master
Portfolio (collectively the "Merrimac Master Portfolio") was in compliance
with the requirements of subsection (b) and (c) of Rule 17f-2 of the
Investment Company Act of 1940 ("the Act") as of October 10, 1997 with respect
to securities and similar investments reflected in the investment account of
the Merrimac Master Portfolio. Management is responsible for the Merrimac
Master Portfolio's compliance with those requirements. Our responsibility is
to express an opinion on management's assertion about the Merrimac Master
Portfolio's 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 Merrimac Master Portfolio'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 October 10 1997, and with respect to
agreement of security and similar investments purchases and sales, for the
period from June 30, 1997 (the date of the last examination) through
October 10, 1997.
- - Confirmation of all securities and similar investments held by institutions
in book entry form at the Depository Trust Corporation and the Federal
Reserve Bank of Boston;
- - Reconciliation of confirmation results as to all such securities and
investments to the books and records of the Merrimac Master Portfolio and
Investors Bank & Trust Company;
- - Confirmation of all repurchase agreements with brokers/banks and agreement
of underlying collateral with the Investors Bank & Trust Company's records;
and
- - Agreement of 15 security and/or investment purchases and 15 security and/or
investment sales or maturities since our last examination from the books
and records of the Merrimac Master Portfolio 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 Merrimac Master
Portfolio's compliance with specified requirements.
In our opinion, management's assertion that the Merrimac Master Portfolio was
in compliance with the requirements of subsection (b) and (c) of Rule 17f-2 of
the Investment Company Act of 1940 as of October 10, 1997 with respect to
securities and similar investments reflected in the investment account of the
Merrimac Master Portfolio, is fairly stated, in all material respects.
This report is intended solely for the information and use of management of
the Merrimac Master Portfolio and the Securities and Exchange Commission and
should not be used for any other purpose.
Ernst & Young LLP
December 5, 1997
