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 11, 2000
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
<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 Merrimac
Treasury Portfolio, the Merrimac Treasury Plus Portfolio, and the Merrimac U.S.
Government Portfolio, the four series comprising the Merrimac Master Portfolio
(collectively, the "Merrimac Master Portfolio"), 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 control over compliance with those requirements. We have
performed an evaluation of the Merrimac Master Portfolio's compliance with the
requirements of subsections (b) and (c) of Rule 17f-2 as of December 31,1999.
Based on this evaluation, we assert t hat the Merrimac Master Portfolio was in
compliance with the requirements of subsections (b) and (c) of Rule 17f-2 of
the Investment Company Act of 1940 as of December 31, 1999, and for the period
from December 3, 1999, through December 31, 1999, with respect to securities
and similar investments reflected in the investment accounts of the Merrimac
Master Portfolio.
By: /s/Paul Jasinski
-------------------------
Paul Jasinski
President, Chief Financial
Officer, and Treasurer
/s/Susan C. Mosher
-------------------------
Susan C. Mosher
Secretary
<PAGE>
REPORT OF ERNST & YOUNG LLP, INDEPENDENT ACCOUNTANTS
To the Board of Directors of
Merrimac Master Portfolio
We have examined management's assertion, included in the accompanying "Report
of Management on Compliance with Rules 17f-1 and -2 of the Investment Company
Act of 1940, that the Merrimac Cash Portfolio, the Merrimac Treasury Portfolio,
the Merrimac Treasury Plus Portfolio and the Merrimac U.S. Government
Portfolio, the four series comprising the Merrimac Master Portfolio
(collectively the "Merrimac Master Portfolio") was in compliance with the
requirements of subsections (b) and (c) of Rule 17f-2 of the Investment Company
Act of 1940 ("the Act") as of December 31, 1999 with respect to securities and
similar investments reflected in the investment accounts 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
the Merrimac Master Portfolio's compliance based on our examination.
Our examination was made 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 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, 1999, and with
respect to agreement of security and similar investments purchases and sales,
for the period from December 3, 1999 (the date of last examination) through
December 31, 1999.
o 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;
o 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; o Confirmation of all repurchase agreements
with brokers/banks and agreement of underlying collateral with the Investors
Bank & Trust Company's records; and
o Agreement of 5 security and/or investment purchases and 5 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, the Merrimac Master Portfolio complied, in all material
respects, with the requirements of subsection (b) and (c) of Rule 17f-2 of the
Investment Company Act of 1940 as of December 31, 1999 with respect to
securities and similar investments reflected in the investment accounts of the
Merrimac Master Portfolio.
This report is intended solely for the information and use of the board of
directors and management of the Merrimac Master Portfolio and the Securities
and Exchange Commission and is not intended to be and should not be used by
anyone other than these specified parties.
ERNST & YOUNG LLP
February 11, 2000
