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 February 12, 1999
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): P. O. 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)
Management Statement Regarding Compliance with
Certain Provisions of the Investment Company Act of 1940
--------------------------------------------------------
We, as members of management of The Merrimac Cash Portfolio and The Merrimac
Treasury Portfolio, the two series comprising the Merrimac Master Portfolio
(the "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 December 31, 1998.
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 December 31, 1998 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
President, Chief Financial Officer and Treasurer
[ERNST & YOUNG LLP LETTERHEAD]
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, the two 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 December 31, 1998 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 December 31, 1998, and with respect to
agreement of security and similar investments purchases and sales, for the
period from October 2, 1998 (the date of last examination) through December 31,
1998.
- - 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 5 security and/or investment purchases and 10 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 December 31, 1998 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 by anyone other than these specified parties.
/s/ Ernest & Young LLP
Ernst & Young LLP
February 12, 1999
