AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 24, 1998
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
PRE-EFFECTIVE AMENDMENT NO. 2
TO
FORM N-1A
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933 [ X ]
AND
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940 [ X ]
MERRIMAC SERIES
(Exact Name of Registrant as Specified in Charter)
200 CLARENDON STREET
BOSTON, MASSACHUSETTS 02116
(Address of Principal Executive Offices)
(Zip Code)
Registrant's Telephone Number, including Area Code: (617) 330-6413
Susan C. Mosher, Secretary
INVESTORS BANK & TRUST COMPANY
200 CLARENDON STREET
BOSTON, MASSACHUSETTS 02116
(Name and Address of Agent for Service)
Copy to:
Philip Newman, Esq.
Goodwin, Procter & Hoar, LLP
Exchange Place
Boston, MA 02109
Approximate date of proposed public offering: June 24, 1998
Merrimac Master Portfolio and Standish, Ayer & Wood Master Portfolio also
executed this Registration Statement
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<PAGE>
Explanatory Note
This Prospectus and Statement of Additional Information (with the exception of
the audited Financial Statements) are incorporated by reference to the
Registrant's Pre-Effective Amendment No. 1 to the Registration Statement on Form
N-1A filed June 18, 1998 (Accession No. 0001029869-98-000820).
<PAGE>
MERRIMAC CASH SERIES
Statement of Assets and Liabilities
June 15, 1998
Assets:
Cash ................................................... $100,000
Deferred organization expense (Note 1) ................. 12,000
--------
Total assets ......................................... 112,000
--------
Liabilities:
Payable for organization costs ......................... 12,000
--------
Total liabilities .................................... 12,000
--------
Net Assets ............................................... $100,000
========
Shares outstanding ....................................... 100,000
========
Net asset value, maximum offer and redemption price,
Premium Class .......................................... $ 1.00
========
<PAGE>
Merrimac Series
Merrimac Cash Series
Notes to Financial Statements
(1) Significant Accounting Policies:
--------------------------------
The Merrimac Series (the "Trust") was organized as a Delaware business
trust and is registered under the Investment Company Act of 1940, as
amended, as an open-end, management investment company. The Merrimac Cash
Series (the "Fund") is a separate diversified investment portfolio or
series of the Trust. The Fund has authorized three classes of shares.
When the Fund commences operations, it will invest all of its
investable assets in the Merrimac Cash Portfolio (the "Portfolio"), a
series of the Merrimac Master Portfolio, which is organized as a New York
trust, and has the same investment objective as the Fund. The Portfolio
seeks to achieve a high level of current income, consistent with the
preservation of capital and liquidity. The performance of the Fund will be
directly affected by the performance of the Portfolio.
It is the policy of the Fund to maintain a net asset value of $1.00 per
share; the Fund has adopted certain investment, valuation, dividend and
distribution policies which conform to general industry practice, to enable
it to do so. However, there is no assurance that the Fund will be able to
maintain a stable net asset value.
A. Deferred organization expense-
Costs incurred by the Fund in connection with its organization and initial
registration will be amortized on a straight-line basis over a five year period
beginning at the commencement of operations. The amount paid by the Fund on any
redemption of the Fund's initial shares will be reduced by the pro-rata portion
of any unamortized organizational expenses of the Fund.
<PAGE>
Report of Ernst & Young, Independent Auditors
To the Board of Trustees and
Owners of Beneficial Interest of
the Merrimac Series
We have audited the accompanying statement of assets and liabilities of the
Merrimac Cash Series, a portfolio of Merrimac Series, (the "Series") as of June
15, 1998. This statement of assets and liabilities is the responsibility of the
Series' management. Our responsibility is to express an opinion on this
statement based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the statement of assets and liabilities is free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the statement of assets and
liabilities. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, the statement of assets and liabilities referred to above
presents fairly, in all material respects, the financial position of the
Merrimac Cash Series at June 15, 1998, in conformity with generally accepted
accounting principles.
Boston, Massachusetts
June 16, 1998
<PAGE>
PART C
OTHER INFORMATION
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS
(a) FINANCIAL STATEMENTS INCLUDED IN PART A
Not applicable
FINANCIAL STATEMENTS INCLUDED IN PART B
(For Merrimac Master Portfolio)
Incorporated by reference in Part B to the Annual Report dated December 31,
1997, as filed electronically with the Securities and Exchange Commission
on March 6, 1998 (File No. 811-07941) (Accession No. 0001029869-98-00354)
(For Merrimac Cash Series)
Statement of Assets and Liabilities,
June 15, 1998
(b) EXHIBITS:
(1) Master Trust Agreement, effective as of March 30, 1998(1)
(2) By-Laws(1)
(3) Inapplicable
(4) Inapplicable
(5) (a) Investment Adviser Agreement between Merrimac Master Portfolio
and Investors Bank & Trust Company ("Investors Bank")(1)
(b) Investment Adviser Agreement between Standish Short-Term Asset Reserve
Portfolio and Standish, Ayer and Wood, Inc. ("Standish")(1)
(c) Investment Sub-Adviser Agreement between Investors Bank and The Bank
of New York.(1)
(d) Investment Sub-Adviser Agreement between Investors Bank and Aeltus
Investment Management, Inc.(1)
(6) Distribution Agreement between Registrant and Funds Distributor Inc.
("Funds Distributor")(2)
(7) Not Applicable
(8) Custodian Agreement between Registrant and Investors Bank(2)
(9) (a) Administration Agreement between Registrant and Investors Bank(2)
(b) Transfer Agency and Service Agreement between Registrant and
Investors Bank(2)
(c) Form of Third Party Feeder Fund Agreement among Registrant, Standish,
Ayer & Wood Master Portfolio, Investors Bank and Standish.(1)
(d) Agreement between Funds Distributor and Investors Bank(2)
(10) Opinion and Consent of Counsel(2)
(11) Consent of Independent Auditors
(12) Not Applicable
<PAGE>
(13) Purchase Agreement(2)
(14) Not Applicable
(15) (a) Shareholder Servicing Plan with respect to Institutional Class
Shares(2)
(b) Shareholder Servicing Plan with respect to Investment Class Shares(2)
(c) Shareholder Servicing Agreement with respect to Institutional Class
Shares(2)
(d) Form of Shareholder Servicing Agreement with respect to Investment
Class Shares(1)
(e) Distribution Plan with respect to Investment Class Shares(2)
(16) Not Applicable
(17) Financial Data Schedule(2)
(18) Multiple Class Expense Allocation Plan (Rule 18f-3)(2)
(19) (a) Powers of Attorney (Merrimac Master Portfolio)(1)
(b) Power of Attorney (Standish Ayer & Wood Master Portfolio)(1)
(c) Powers of Attorney (Merrimac Series)(2)
(1) Incorporated herein by reference to the Registrant's Registration Statement
on Form N-1A filed April 8, 1998 (Accession No. 0001029869-98-000483).
(2) Incorporated herein by reference to the Registrant's Pre-Effective
Amendment No. 1 to the Registration Statement on Form N-1A filed June 18,
1998 (Accession No. 0001029869-98-000820).
ITEM 25. PERSONS CONTROLLED BY OR UNDER
COMMON CONTROL WITH THE TRUST.
A list of all persons directly or indirectly under common control with the
Registrant which indicates principal business of each such company referenced is
incorporated herein by reference to Item 25 of the Registration Statement on
Form N-1A (File No. 811-07941), as filed electronically with the Securities and
Exchange Commission on March 28, 1997.
ITEM 26. NUMBER OF HOLDERS OF SECURITIES.
None.
ITEM 27. INDEMNIFICATION.
Under Article VI, Section 6.4 of the Registrant's Master Trust Agreement to the
fullest extent permitted by law, the Trust shall indemnify (from the assets of
the Sub-Trust or Sub-Trusts in question) each of its Trustees and officers
(including persons who serve at the Trust's request as directors, officers or
trustees of another organization in which the Trust has any interest as a
shareholder, creditor or otherwise [hereinafter referred to as a "Covered
Person"]) against all liabilities, including but not limited to amounts paid in
satisfaction of judgments, in compromise or as fines and penalties, and
expenses, including reasonable accountants' and counsel fees, incurred by any
Covered Person in connection with the defense or disposition of any action, suit
or other proceeding, whether civil or criminal, before any court or
administrative body, in which such Covered Person may be or may have been
involved as a party or otherwise or with which such person may be or may have
been threatened, while in office or thereafter, by reason of being or having
been such a Trustee or officer, director or trustee, except with respect to any
matter as to which it has been determined that such Covered Person had acted
with willful misfeasance, bad faith, gross negligence or reckless disregard of
the duties involved in the conduct of such Covered Person's office (such conduct
referred to hereafter as "Disabling Conduct"). A determination that the Covered
Person is entitled to indemnification may be made by (i) a final decision on the
merits by a court or
<PAGE>
other body before whom the proceeding was brought that the person to be
indemnified was not liable by reason of Disabling Conduct, (ii) dismissal of a
court action or an administrative proceeding against a Covered Person for
insufficiency of evidence of Disabling Conduct, or (iii) a reasonable
determination, based upon a review of the facts, that the Covered Person was not
liable by reason of Disabling Conduct by (a) a vote of a majority of a quorum of
Trustees who are neither "interested persons" of the Trust as defined in Section
2(a)(19) of the 1940 Act nor parties to the proceeding, or (b) an independent
legal counsel in a written opinion. Expenses, including accountants' and counsel
fees so incurred by any such Covered Person (but excluding amounts paid in
satisfaction of judgments, in compromise or as fines or penalties), may be paid
from time to time from funds attributable to the Sub-Trust in question in
advance of the final disposition of any such action, suit or proceeding,
provided that the Covered Person shall have undertaken to repay the amounts so
paid to the Sub-Trust in question if it is ultimately determined that
indemnification of such expenses is not authorized under this Article VI and (i)
the Covered Person shall have provided security for such undertaking, (ii) the
Trust shall be insured against losses arising by reason of any lawful advances,
or (iii) a majority of a quorum of the disinterested Trustees who are not a
party to the proceeding, or an independent legal counsel in a written opinion,
shall have determined, based on a review of readily available facts (as opposed
to a full trial-type inquiry), that there is reason to believe that the Covered
Person ultimately will be found entitled to indemnification.
Insofar as indemnification for liability arising under the Securities Act of
1933, as amended (the "1933 Act"), may be permitted to Trustees, officers and
controlling persons of the Trust pursuant to the foregoing provisions, or
otherwise, the Trust has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the 1933 Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Trust of expenses incurred or
paid by a Trustee, officer or controlling person of the Trust in the successful
defense of any action, suit or proceeding) is asserted by such Trustee, officer
or controlling person in connection with the securities being registered, the
Trust will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the 1933 Act and will be governed by the final adjudication of such
issue.
ITEM 28. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER.
Investors Bank serves as investment adviser to the Merrimac Cash Portfolio and
the Merrimac Treasury Portfolio. Investors Bank was organized in 1969 as a
Massachusetts-chartered trust company and provides domestic and global custody,
multi-currency accounting, institutional transfer agency, performance
measurement, foreign exchange, securities lending, mutual fund administration
and investment advisory services to a variety of financial asset managers,
including mutual fund complexes, investment advisers, banks and insurance
companies. The business, profession, vocation or employment of a substantial
nature that each director or officer of Investors Bank is or has been, at any
time during the past two fiscal years, engaged in for his own account or in the
capacity of director, officer, employee, partner or trustee, is as follows:
<TABLE>
<CAPTION>
Business and Other
Positions Within
Name Position with Adviser Last Two Years
- ---- --------------------- --------------
<S> <C> <C>
Kevin J. Sheehan President & Chief President since June 1992;
Executive Officer Chief Executive Officer
<PAGE>
since June 1995
Michael F. Rogers Executive Vice since September 1993
President
Karen C. Keenan Senior Vice President & Treasurer since
Chief Financial Officer September 1997;
and Treasurer Senior Vice President and
Chief Financial Officer
since June 1995
Edmund J. Maroney Senior Vice President -- since July 1991
Technology
Robert D. Mancuso Senior Vice President -- since September 1993
Marketing and Client
Services
David F. Flynn Senior Vice President -- since April 1992
Lending
John E. Henry General Counsel & since January 1997;
Secretary General Counsel &
Assistant Secretary since
February 1996
James M. Oates Director Chairman of IBEX Capital
Markets, LLC since 1996;
Managing Director of The
Wydown Group 1994-1996
Thomas P. McDermott Director Managing Director of TPM
Associates since 1994
Frank B. Condon Director Chief Executive Officer &
Chairman of The Woodstock
Corporation from 1993 to
April 1997
Phyllis S. Swersky Director President of the Meltech
Group since 1995;
President & Chief Executive
Officer of The NET
Collaborative from 1996 to
1997
Donald G. Friedl Director President of All Seasons
Services from 1986 to
January 1997
Robert B. Fraser Director Retired, Formerly, Chairman
of Goodwin, Procter
& Hoar, L.L.P.
</TABLE>
<PAGE>
The business and other connections of the officers and Directors of Standish,
Ayer & Wood, Inc. ("Standish"), the investment adviser to the Short-Term Asset
Reserve Portfolio, a series of the Standish, Ayer & Wood Master Portfolio, are
listed on the Form ADV of Standish as currently on file with the Commission
(File No. 801-584).
ITEM 29. PRINCIPAL UNDERWRITERS.
(a) Funds Distributor, Inc. (the Distributor ) acts as principal
underwriter for the following investment companies.
American Century California Tax-Free and Municipal Funds
American Century Capital Portfolios, Inc.
American Century Government Income Trust
American Century International Bond Funds
American Century Investment Trust
American Century Municipal Trust
American Century Mutual Funds, Inc.
American Century Premium Reserves, Inc.
American Century Quantitative Equity Funds
American Century Strategic Asset Allocations, Inc.
American Century Target Maturities Trust
American Century Variable Portfolios, Inc.
American Century World Mutual Funds, Inc.
BJB Investment Funds
The Brinson Funds
Dresdner RCM Capital Funds, Inc.
Dresdner RCM Equity Funds, Inc.
Founders Funds, Inc.
Harris Insight Funds Trust
HT Insight Funds, Inc. d/b/a Harris Insight Funds
J.P. Morgan Institutional Funds
J.P. Morgan Funds
JPM Series Trust
JPM Series Trust II
LaSalle Partners Funds, Inc.
Monetta Fund, Inc.
Monetta Trust
The Montgomery Funds
The Montgomery Funds II
The Munder Framlington Funds Trust
The Munder Funds Trust
The Munder Funds, Inc.
Orbitex Group of Funds
St. Clair Funds, Inc.
The Skyline Funds
Waterhouse Investors Family of Funds, Inc.
WEBS Index Fund, Inc.
Funds Distributor is registered with the Securities and Exchange Commission
as a broker-dealer and is a member of the National Association of Securities
Dealers. Funds Distributor is located at 60 State Street, Suite 1300, Boston,
Massachustts 02109. Funds Distributor is an indirect wholly-owned subsidiary of
Boston Institutional Group, Inc., a holding company all of whose outstanding
shares are owned by key employees.
(b) The following is a list of the executive officers, directors and
partners of Funds Distributor, Inc.
Director, President and Chief Executive Officer - Marie E. Connolly
Executive Vice President - Richard W. Ingram
Executive Vice President - George A. Rio
Executive Vice President - Donald R. Roberson
Executive Vice President - William S. Nichols
Senior Vice President - Michael S. Petrucelli
Director, Senior Vice President, Treasurer and Chief Financial Officer -
Joseph F. Tower, III
Senior Vice President - Paula R. David
Senior Vice President - Allen B. Closser
Senior Vice President - Bernard A. Whalen
Director - William J. Nutt
(c) Not applicable.
<PAGE>
ITEM 30. LOCATION OF ACCOUNTS AND RECORDS.
The accounts and records of the Registrant are located, in whole or in part, at
the office of the Registrant and the locations set forth below. (The Merrimac
Cash Series, Merrimac Treasury Series, and Merrimac Short-Term Asset Reserve
Series are collectively referred to as the "Funds" and the Merrimac Cash
Portfolio, Merrimac Treasury Portfolio and Standish Short-Term Asset Reserve
Portfolio are collectively referred to as the "Portfolios").
Investors Bank & Trust Company
200 Clarendon Street
Boston, MA 02116
(Investment Adviser to the Merrimac Cash Portfolio and the Merrimac Treasury
Portfolio; Administrator and Transfer Agent for the Funds; Custodian for the
Funds and the Portfolios).
Standish, Ayer & Wood, Inc.
One Financial Center
Boston, MA 02111
(Investment Adviser to the Standish Short-Term Asset Reserve Portfolio)
The Bank of New York
48 Wall Street
New York, NY 10286
(Investment Sub-Adviser to the Merrimac Cash Portfolio)
Aeltus Investment Management, Inc.
242 Trumbull Street
Hartford, CT 06103
(Investment Sub-Adviser to the Merrimac Treasury Portfolio)
IBT Trust & Custodial Services (Ireland) LMTD
Deloitte & Touche House
29 Earlsfort Terrace
Dublin 2, Ireland
(Administrator to the Portfolios)
IBT Fund Services (Canada) Inc.
1 First Canadian, King Street West
Suite 2800
P.O. Box 231
Toronto, CA M5X1C8
(Transfer Agent for the Portfolios and Fund Accountant for the
Portfolios and the Funds)
ITEM 31. MANAGEMENT SERVICES.
<PAGE>
Not applicable.
ITEM 32. UNDERTAKINGS.
(a) Not applicable.
(c) Registrant hereby undertakes to furnish to each person to whom a prospectus
is delivered, a copy of the Registrant's latest annual report to
shareholders, including the information called for in Item 5A of this Part
C, upon request and without charge.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, and
the Investment Company Act of 1940, as amended, Merrimac Series (the "Trust")
has duly caused this Pre-Effective Amendment No. 2 to the Registration Statement
on Form N-1A to be signed on its behalf by the undersigned, thereto duly
authorized in the City of Boston and Commonwealth of Massachusetts on the 24th
day of June, 1998.
MERRIMAC SERIES
By /s/ George A. Rio
---------------------
George A. Rio
President
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Pre-Effective Amendment No. 2 to the Registration Statement on Form N-1A of
Merrimac Series has been signed below by the following persons in the capacities
indicated on the 24th day of June, 1998.
/s/ George A. Rio
---------------------------
George A. Rio
President of the Trust
/s/ Paul J. Jasinski
---------------------------
Paul J. Jasinski
Treasurer and Chief Financial Officer of the Trust
/s/ Kevin J. Sheehan*
---------------------------
Kevin J. Sheehan
Trustee of the Trust
/s/ Francis J. Gaul, Jr.*
---------------------------
Francis J. Gaul, Jr.
Trustee of the Trust
/s/ Edward F. Hines, Jr.*
---------------------------
Edward F. Hines, Jr.
Trustee of the Trust
/s/ Thomas E. Sinton*
---------------------------=
Thomas E. Sinton
Trustee of the Trust
*By /s/ Susan C. Mosher
-----------------------------
Susan C. Mosher
as attorney-in-fact
<PAGE>
SIGNATURES
Merrimac Master Portfolio (the "Portfolio Trust") has duly caused this
Pre-Effective Amendment No. 2 to the Registration Statement on Form N-1A of
Merrimac Series to be signed on behalf of the Portfolio Trust by the
undersigned, thereto duly authorized on the 24th day of June, 1998.
MERRIMAC MASTER PORTFOLIO
By /s/ SEAN P. BRENNAN
-------------------
Sean P. Brennan
President
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Pre-Effective Amendment No. 2 to the Registration Statement on Form N-1A of
Merrimac Series has been signed below by the following persons in the capacities
indicated on the 24th day of June, 1998.
/s/ SEAN P. BRENNAN
-------------------
Sean P. Brennan
President of the Portfolio Trust
/s/ PAUL J. JASINSKI
--------------------
Paul J. Jasinski
Treasurer and Chief Financial Officer
of the Portfolio Trust
/s/ KEVIN J. SHEEHAN*
--------------------
Kevin J. Sheehan
Trustee of the Portfolio Trust
/s/ THOMAS E. SINTON*
--------------------
Thomas E. Sinton
Trustee of the Portfolio Trust
/s/ FRANCIS J. GAUL, JR.*
------------------------
Francis J. Gaul, Jr.
Trustee of the Portfolio Trust
/s/ EDWARD F. HINES, JR.*
------------------------
Edward F. Hines, Jr.
Trustee of the Portfolio Trust
*By /s/ SUSAN C. MOSHER
-------------------
Susan C. Mosher
as attorney-in-fact
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, Standish, Ayer & Wood Master Portfolio (the
"Standish Portfolio Trust") has duly caused this Pre-Effective Amendment No. 2
to the Registration Statement of Merrimac Series to be signed on behalf of the
Standish Portfolio Trust by the undersigned, thereunto duly authorized, in the
City of Boston and Commonwealth of Massachusetts, on the 24th day of June, 1998.
STANDISH, AYER & WOOD
MASTER PORTFOLIO
/s/ Richard S. Wood
--------------------------
Richard S. Wood, President
Pursuant to the requirements of the Securities Act of 1933, this
Pre-Effective Amendment No. 2 to the Registration Statement of Merrimac Series
has been signed by the following persons in their capacities with the Standish
Portfolio Trust and on the date indicated.
Signature Title Date
Richard S. Wood* Trustee and President June 24, 1998
- ------------------------ (principal executive
Richard S. Wood officer)
Paul G. Martins* Treasurer (principal June 24, 1998
- ------------------------ financial and accounting
Paul G. Martins officer)
D. Barr Clayson* Trustee June 24, 1998
- -----------------------
D. Barr Clayson
Samuel C. Fleming* Trustee June 24, 1998
- -----------------------
Samuel C. Fleming
Benjamin M. Friedman* Trustee June 24, 1998
- -----------------------
Benjamin M. Friedman
<PAGE>
John H. Hewitt* Trustee June 24, 1998
- -----------------------
John H. Hewitt
Edward H. Ladd* Trustee June 24, 1998
- -----------------------
Edward H. Ladd
Caleb Loring III* Trustee June 24, 1998
- -----------------------
Caleb Loring III
*By: /s/ James E. Hollis, III
------------------------
James E. Hollis, III
Attorney-In-Fact
<PAGE>
MERRIMAC SERIES
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Exhibit Page
- ----------- ------- ----
<S> <C> <C>
EX-99.B11 Consent of Independent Auditors ____
</TABLE>
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the references to our firm under the captions "Summary" and
"Management of the Funds and the Portfolios" in the Prospectus and "Legal
Counsel, Independent Auditors/Accountants and Financial Statements" in the
Statement of Additional Information and to the incorporation by reference of our
report dated February 13, 1998 on the Merrimac Cash Portfolio and the Merrimac
Treasury Portfolio of the Merrimac Master Portfolio and to the inclusion of our
Report dated June 16, 1998 on the Merrimac Cash Series of the Merrimac Series
included in Pre-Effective Amendment Number 1 to the Registration Statement (Form
N-1A No. 811-07941) of the Merrimac Series
ERNST & YOUNG LLP
Boston, Massachusetts
June 24, 1998
