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KPMG Peat Marwick LLP
Three Embarcadero Center
San Francisco, CA 94111
INDEPENDENT AUDITORS' REPORT
To the Board of Trustees of
Master Investment Trust
and
Securities and Exchange Commission:
We have examined management's assertion that the Asset Allocation Master
Portfolio, Capital Appreciation Master Portfolio, Cash Investment Trust Master
Portfolio, Corporate Stock Master Portfolio, Short-Term Government-Corporate
Income Master Portfolio, Short-Term Municipal Income Master Portfolio, Small Cap
Master Portfolio, Tax-Free Money Market Master Portfolio, and U.S. Government
Allocation Master Portfolio (constituting Master Investment Trust)(collectively
the "Master Portfolios") complied with the requirements of subsections (b) and
(c) of Rule 17f-2 under the Investment Company Act of 1940 as of November 30,
1997, included in the accompanying Management Statement regarding Compliance
with Certain Provisions of the Investment Company Act of 1940. Management is
responsible for the Master Portfolios' compliance with those requirements. Our
responsibility is to express an opinion on management's assertion about the
Master Portfolios' 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 Master Portfolios' 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 November 30, 1997 and for the period from July
31, 1997 (the date of our last examination) through November 30, 1997, with
respect to securities transactions:
* Confirmation of all securities with the custodians, Wells Fargo Bank, N.A.,
and Barclays Global Investors, N.A.;
* Confirmation or examination of underlying documentation of all securities
purchased but not received;
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KPMG Peat Marwick LLP
* Reconciliation of all securities to the books and records of the Master
Portfolios and the custodians; and
* Tested a selected sample of security transactions to determine if they were
properly recorded.
We believe that our examination provides a reasonable basis for our opinion. Our
examination does not provide a legal determination on the Master Portfolios'
compliance with the specified requirements.
In our opinion, management's assertion that the Master Portfolios were in
compliance with the above mentioned provisions of Rule 17f-2 of the Investment
Company Act of 1940 as of November 30, 1997 and for the period from July 31,
1997 (the date of our last examination) through November 30, 1997, is fairly
stated in all material respects.
This report is intended solely for the information and use of management of
Master Investment Trust and the Securities and Exchange Commission and should
not be used for any other purpose.
/s/ KPMG Peat Marwick LLP
December 15, 1997
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[WELLS FARGO LOGO]
Private Client Services Group
Support Services Division
P.O. Box 63002
San Francisco, CA 94163
December 15, 1997
KPMG Peat Marwick LLP
Three Embarcadero Center
San Francisco, CA 94111
RE: STATEMENT REGARDING COMPLIANCE WITH CERTAIN PROVISIONS OF THE INVESTMENT
COMPANY ACT OF 1940
We, as members of management of Master Investment Trust (the Trust), 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 an effective internal control structure over
compliance with Rule 17f-2 requirements. We have performed an evaluation of the
Trust's compliance with the requirements of subsections (b) and (c) of Rule 17f-
2 as of November 30, 1997 and for the period from July 31, 1997 through November
30, 1997.
Based on this evaluation, we assert that the Trust was in compliance with the
requirements of subsections (b) and (c) of Rule 17f-2 of the Investment Company
Act of 1940 as of November 30, 1997 and for the period from July 31, 1997
through November 30, 1997 with respect to securities reflected in the investment
accounts of the Trust.
Master Investment Trust
By:
/s/ Richard H. Blank, Jr. /s/ Michael Hogan
_________________________ _______________________________
Richard H. Blank, Jr. Michael Hogan
Treasurer and Chief Operating Officer Senior Vice President
Master Investment Trust Managing Director of Mutual Fund
Division
Wells Fargo Bank, Adviser to Master
/s/ Stephen Rogers Investment Trust
__________________________
Stephen Rogers
Principal
Barclays Global Investors
Sub-adviser to Master Investment Trust
Printed on Recycled Paper
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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]
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1. INVESTMENT COMPANY ACT FILE NUMBER: DATE EXAMINATION COMPLETED:
811- 6415 November 30, 1997
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2. STATE IDENTIFICATION NUMBER:
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AL AK AZ AR CA CO
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CT DE DC FL GA HI
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ID IL IN IA KS KY
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LA ME MD MA MI MN
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MS MO MT NE NV NH
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NJ NM NY NC ND OH
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OK OR PA RI SC SD
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TN TX UT VT VA WA
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WV WI WY PUERTO RICO
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Other (specify):
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3. EXACT NAME OF INVESTMENT COMPANY AS SPECIFIED IN REGISTRATION STATEMENT:
MASTER INVESTMENT TRUST
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4. ADDRESS OF PRINCIPAL EXECUTIVE OFFICE(NUMBER, STREET, CITY, STATE, ZIP CODE):
111 CENTER STREET, LITTLE ROCK, ARKANSAS 72201
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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
