As filed with the Securities and Exchange Commission
on January 11, 2001
Registration No. 811-09347
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]
Amendment No. 8 [ ]
------------------------
NATIONS MASTER INVESTMENT TRUST
(Exact Name of Registrant as specified in Charter)
111 Center Street
Little Rock, Arkansas 72201
(Address of Principal Executive Offices, including Zip Code)
--------------------------
Registrant's Telephone Number, including Area Code: (800) 643-9691
Richard H. Blank, Jr.
c/o Stephens Inc.
111 Center Street
Little Rock, Arkansas 72201
(Name and Address of Agent for Service)
With a copy to:
Robert M. Kurucza, Esq.
Marco E. Adelfio, Esq.
Morrison & Foerster LLP
2000 Pennsylvania Ave., N.W.
Washington, D.C. 20006
<PAGE>
EXPLANATORY NOTE
This Registration Statement has been filed by the Registrant
pursuant to Section 8(b) of the Investment Company Act of 1940, as amended in
order to file certain corporate documents and agreements. However, beneficial
interests in the Registrant are not being registered under the Securities Act of
1933, as amended (the "1933 Act"), since such interests will be issued solely in
private placement transactions which do not involve any "public offering" within
the meaning of Section 4(2) of the 1933 Act. Investments in the Registrant may
only be made by the investment companies or certain other entities which are
"accredited investors" within the meaning of Regulation D under the 1933 Act.
This Registration Statement does not constitute an offer to sell, or the
solicitation of an offer to buy, any beneficial interests in the Registrant.
<PAGE>
NATIONS MASTER INVESTMENT TRUST
ONE BANK OF AMERICA PLAZA
33rd Floor
Charlotte, NC 28255
1-800-626-2275
FORM N-1A
PART C
OTHER INFORMATION
ITEM 23. Exhibits
All references to the "Registration Statement" in the following
list of Exhibits refer to the Registrant's Registration Statement on Form N-1A
(File No. 811-09347).
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Exhibit Letter Description
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(a) Articles of Incorporation:
(a)(1) Certificate of Trust dated January 13, 1999, incorporated
by reference to Post-Effective Amendment No. 3, filed
March 7, 2000.
(a)(2) Declaration of Trust dated January 14, 1999, incorporated
by reference to Post-Effective Amendment No. 3, filed
March 7, 2000.
---------------------- ---------------------------------------------------------
(b) Bylaws:
(b)(1) Amended and Restated Bylaws dated January 14, 1999, last
amended May 26, 1999, incorporated by reference to
Post-Effective Amendment No. 3, filed March 7, 2000.
---------------------- ---------------------------------------------------------
(c) Instruments Defining Rights of Securities Holders:
Not Applicable
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(d) Investment Advisory Contracts:
(d)(1) Investment Advisory Agreement between Banc of America
Advisors, Inc. (formerly NationsBanc Advisors, Inc.)
("BAAI") and Nations Master Investment Trust
("Registrant") dated May 21, 1999, Schedule I dated
October 15, 1999, incorporated by reference to
Post-Effective Amendment No. 3, filed March 7, 2000.
---------------------- ---------------------------------------------------------
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(d)(2) Investment Advisory Agreement between BAAI and the
Registrant dated February 14, 2000, Schedule I dated
August 1, 2000, filed herewith.
(d)(3) Sub-Advisory Agreement among BAAI, Banc of America
Capital Management, Inc. (formerly TradeStreet Investment
Associates, Inc.) ("BACAP") and the Registrant dated May
21, 1999, incorporated by reference to Post-Effective
Amendment No. 3, filed March 7, 2000.
(d)(4) Sub-Advisory Agreement among BAAI, Chicago Equity
Partners LLC ("Chicago Equity") and the Registrant dated
September 15, 2000, filed herewith.
(d)(5) Sub-Advisory Agreement among BAAI, Gartmore Global
Partners ("Gartmore") and the Registrant dated August 1,
2000, filed herewith.
(d)(6) Sub-Advisory Agreement among BAAI, INVESCO Global Asset
Management (N.A.), Inc. ("INVESCO") and the Registrant
dated August 19, 1999, incorporated by reference to
Post-Effective Amendment No. 3, filed March 7, 2000.
(d)(7) Sub-Advisory Agreement among BAAI, Putnam Investment
Management, Inc. ("Putnam") and the Registrant dated
August 19, 1999, incorporated by reference to
Post-Effective Amendment No. 3, filed March 7, 2000.
(d)(8) Interim Sub-Advisory Agreement among BAAI, Marsico
Capital Management, LLC ("Marsico") and the Registrant
dated January 2, 2001, filed herewith.
(d)(9) Interim Sub-Advisory Agreement among BAAI, Marsico and
the Registrant dated January 2, 2001, filed herewith.
(d)(10) Sub-Advisory Agreement among BAAI, Brandes Investment
Partners, L.P. ("Brandes") and the Registrant dated
October 15, 1999, incorporated by reference to
Post-Effective Amendment No. 3, filed March 7, 2000.
(d)(11) Sub-Advisory Agreement among BAAI, MacKay Shields LLC
("MacKay Shields") and the Registrant dated February 14,
2000, incorporated by reference to Post-Effective
Amendment No. 3, filed March 7, 2000.
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(e) Not Applicable pursuant to General Instruction (B)(2)(b).
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(f) Bonus or Profit Sharing Contracts:
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(f)(1) Deferred Compensation Plan dated February 24, 1999,
incorporated by reference to Post-Effective Amendment No.
3, filed March 7, 2000.
---------------------- ---------------------------------------------------------
(g) Custodian Agreement:
(g)(1) Custody Agreement between the Registrant and The Bank of
New York ("BNY") dated May 21, 1999, Schedule I dated
August 1, 2000, filed herewith.
(g)(2) Amendment to the Custody Agreement dated September 1,
1999, incorporated by reference to Post-Effective
Amendment No. 3, filed March 7, 2000.
(g)(3) Amendment to the Custody Agreement dated February 14,
2000, incorporated by reference to Post-Effective
Amendment No. 3, filed March 7, 2000.
---------------------- ---------------------------------------------------------
(h) Other Material Contracts:
(h)(1) Co-Administration Agreement among the Registrant,
Stephens Inc. ("Stephens") and BAAI dated May 21, 1999,
Schedule I dated August 1, 2000, Schedule A dated
November 18, 1999, filed herewith.
(h)(2) Sub-Administration Agreement among the Registrant, BNY
and BAAI dated May 21, 1999, Schedule I dated August 1,
2000, filed herewith.
(h)(3) Placement Agency Agreement between the Registrant and
Stephens dated May 21, 1999, Schedule I dated August 1,
2000, filed herewith.
(h)(4) Cross Indemnification Agreement among Nations Fund Trust,
Nations Fund, Inc., Nations Reserves, Nations Funds Trust
and the Registrant dated February 14, 2000, incorporated
by reference to Post-Effective Amendment No. 3, filed
March 7, 2000.
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(i) Not Applicable pursuant to General Instruction (B)(2)(b).
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(j) Not Applicable pursuant to General Instruction (B)(2)(b).
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(k) Not Applicable pursuant to General Instruction (B)(2)(b).
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(l) Initial Capital Agreements:
Not Applicable
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(m) Rule 12b-1 Plan:
Not Applicable
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<PAGE>
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(n) Financial Data Schedule:
Not Applicable
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(o) Rule 18f-3 Plan:
Not Applicable
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(p) Codes of Ethics
(p)(1) Nations Funds Family Code of Ethics, filed herewith.
(p)(2) BAAI Code of Ethics, filed herewith.
(p)(3) BACAP Code of Ethics, filed herewith.
(p)(4) Chicago Equity Code of Ethics, filed herewith.
(p)(5) Gartmore Code of Ethics, filed herewith.
(p)(6) INVESCO Code of Ethics, filed herewith.
(p)(7) Putnam Code of Ethics, filed herewith.
(p)(8) Marsico Code of Ethics, filed herewith.
(p)(9) Brandes Code of Ethics, filed herewith.
(p)(10) MacKay Shields Code of Ethics, filed herewith.
(p)(11) Stephens Code of Ethics, filed herewith.
---------------------- ---------------------------------------------------------
(q) Powers of Attorney for Edmund L. Benson, Charles B.
Walker, A. Max Walker, Thomas S. Word, Jr., William H.
Grigg, James Ermer, Thomas F. Keller, Carl E. Mundy, Jr.,
James B. Sommers, Cornelius J. Pings and William P.
Carmichael, incorporated by reference to Post-Effective
Amendment No. 3, filed March 7, 2000.
---------------------- ---------------------------------------------------------
ITEM 24. Persons Controlled by of Under Common Control with the Fund
No person is controlled by or under common control with the
Registrant.
ITEM 25. Indemnification
Article V, Section 5.3 of the Registrant's Declaration of Trust
provides for the indemnification of the Registrant's trustees, officers,
employees and other agents. Indemnification of the Registrant's administrators,
placement agent and custodian is provided for, respectively, in the
Registrant's:
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1. Co-Administration Agreement with Stephens and BAAI;
2. Sub-Administration Agreement with BNY and BAAI;
3. Placement Agency Agreement with Stephens; and
4. Custody Agreement with BNY.
The Registrant has entered into a Cross Indemnification Agreement
with Nations Fund, Inc., (the "Company"), Nations Fund Trust (the "Trust"),
Nations Reserves ("Reserves") and Nations Funds Trust ("Funds Trust") dated
February 14, 2000. The Company, Trust, Reserves and/or Funds Trust will
indemnify and hold harmless the Registrant against any losses, claims, damages
or liabilities, to which the Registrant may become subject, under the Securities
Act of 1933, as amended (the "1933 Act") and the Investment Company Act of 1940,
as amended (the "1940 Act") or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are based
upon an untrue statement or alleged untrue statement of a material fact
contained in any prospectuses, any preliminary prospectuses, the registration
statements, any other prospectuses relating to the securities, or any amendments
or supplements to the foregoing (hereinafter referred to collectively as the
"Offering Documents"), or arise out of or are based upon the omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein not misleading, in each case to the extent, but only to the
extent, that such untrue statement or alleged untrue statement or omission or
alleged omission was made in the Offering Documents in reliance upon and in
conformity with written information furnished to the Registrant by the Company,
Trust, Reserves and/or Funds Trust expressly for use therein; and will reimburse
the Registrant for any legal or other expenses reasonably incurred by the
Registrant in connection with investigating or defending any such action or
claim; provided, however, that the Company, Trust, Reserves and/or Funds Trust
shall not be liable in any such case to the extent that any such loss, claim,
damage, or liability arises out of or is based upon an untrue statement or
alleged untrue statement or omission or alleged omission made in the Offering
Documents in reliance upon and in conformity with written information furnished
to the Company, Trust, Reserves and/or Funds Trust by the Registrant expressly
for use in the Offering Documents.
Promptly after receipt by an indemnified party above of notice of
the commencement of any action, such indemnified party shall, if a claim in
respect thereof is to be made against the indemnifying party under such
subsection, notify the indemnifying party in writing of the commencement
thereof; but the omission to so notify the indemnifying party shall not relieve
it from any liability which it may have to any indemnified party otherwise than
under such subsection. In case any such action shall be brought against any
indemnified party and it shall notify the indemnifying party of the commencement
thereof, the indemnifying party shall be entitled to notify the indemnifying
party of the commencement thereof, the indemnifying party shall be entitled to
participate therein and, to the extent that it shall wish, to assume the defense
thereof, with counsel satisfactory to such indemnified party, and, after notice
from the indemnifying party to such indemnified party of its election so to
assume the defense thereof, the indemnifying party shall not be liable to such
indemnified party under such subsection for any legal expenses of other counsel
or any other expenses, in such case subsequently incurred by such indemnified
party, in connection with the defense thereof other than reasonable costs of
investigation.
C-5
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The Registrant has obtained from a major insurance carrier a
trustees' and officers' liability policy covering certain types of errors and
omissions. In no event will the Registrant indemnify any of its trustees,
officers, employees, or agents against any liability to which such person would
otherwise be subject by reason of his/her willful misfeasance, bad faith, gross
negligence in the performance of his/her duties, or by reason of his/her
reckless disregard of the duties involved in the conduct of his/her office or
arising under his agreement with the Registrant. The Registrant will comply with
Rule 484 under the 1933 Act and Release No. 11330 under the 1940 Act, in
connection with any indemnification.
Insofar as indemnification for liability arising under the 1933
Act may be permitted to trustees, officers, and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
("SEC") 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
Registrant of expenses incurred or paid by a trustee, officer, or controlling
person of the Registrant 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 Registrant 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 26. Business and Other Connections of the Investment Adviser
To the knowledge of the Registrant, none of the directors or officers
of BAAI, the adviser to the Registrant's portfolios, or BACAP, Chicago Equity,
Gartmore, INVESCO, Putnam, Marsico, Brandes or MacKay Shields, the investment
sub-advisers, except those set forth below, are or have been, at any time during
the past two calendar years, engaged in any other business, profession, vocation
or employment of a substantial nature, except that certain directors and
officers also hold various positions with, and engage in business for, the
company that owns all the outstanding stock (other than directors' qualifying
shares) of BAAI, BACAP, Chicago Equity, Gartmore or Marsico, respectively, or
other subsidiaries of Bank of America Corporation.
C-6
<PAGE>
(b) BAAI performs investment advisory services for the Registrant and
certain other customers. BAAI is a wholly-owned subsidiary of Bank of America,
N.A. ("Bank of America"), which in turn is a wholly-owned banking subsidiary of
Bank of America Corporation. Information with respect to each director and
officer of the investment adviser is incorporated by reference to Form ADV filed
by BAAI with the SEC pursuant to the Investment Advisers Act of 1940, as amended
(the "Advisers Act") (file no. 801-49874).
(c) BACAP performs investment sub-advisory services for the Registrant
and certain other customers. BACAP is a wholly-owned subsidiary of Bank of
America Corporation. Information with respect to each director and officer of
the investment sub-adviser is incorporated by reference to Form ADV filed by
BACAP (formerly TradeStreet Investment Associates, Inc.) with the SEC pursuant
to the Advisers Act (file no. 801-50372).
(d) Chicago Equity performs investment sub-advisory services for the
Registrant and certain other customers. Chicago Equity is owned by its senior
management. Information with respect to each director and officer of the
investment sub-adviser is incorporated by reference to Form ADV filed by Chicago
Equity with the SEC pursuant to the Advisers Act (file no. 801-55997).
(e) Gartmore performs investment sub-advisory services for the
Registrant and certain other customers. Gartmore is a general partnership which
is an indirect wholly-owned subsidiary of Nationwide Mutual Insurance Company.
Information with respect to each director and officer of the investment
sub-adviser is incorporated by reference to Form ADV filed by Gartmore with the
SEC pursuant to the Advisers Act (file no. 801-48811).
(f) INVESCO performs investment sub-advisory services for the
Registrant and certain other customers. INVESCO is a division of INVESCO Global,
a publicly traded investment management firm and a wholly-owned subsidiary of
AMVESCAP PLC, a publicly traded UK financial holding company that engages
through its subsidiaries in the business of international investment management.
Information with respect to each director and officer of the investment
sub-adviser is incorporated by reference to Form ADV filed by INVESCO with the
SEC pursuant to the Advisers Act (file no. 801-54192).
(g) Putnam performs investment sub-advisory services for the Registrant
and certain other customers. Putnam is a wholly-owned subsidiary of Putnam
Investments, Inc., an investment management firm which, except for shares held
by employees is owned by Marsh & McLennan Companies, a publicly traded
professional services firm that engages through its subsidiaries in the business
of investment management. Information with respect to each director and officer
of the investment sub-adviser is incorporated by reference to Form ADV filed by
Putnam with the SEC pursuant to the Advisers Act (file no. 801-7974).
C-7
<PAGE>
(h) Marsico performs investment sub-advisory services for the
Registrant and certain other customers. Marsico is a wholly-owned subsidiary of
Bank of America Corporation. Information with respect to each director and
officer of the investment sub-adviser is incorporated by reference to Form ADV
filed by Marsico with the SEC pursuant to the Advisers Act (file no. 801-54914).
(i) Brandes performs investment sub-advisory services for the
Registrant and certain other customers. Information with respect to each
director and officer of the investment sub-adviser is incorporated by reference
to Form ADV filed by Brandes with the SEC pursuant to the Advisers Act (file no.
801-24896).
(j) MacKay Shields performs investment sub-advisory services for the
Registrant and certain other customers. Information with respect to each
director and officer of the investment sub-adviser is incorporated by reference
to Form ADV filed by MacKay Shields with the SEC pursuant to the Advisers Act
(file no. 801-5594).
ITEM 27. Principal Underwriters
(a) Stephens, placement agent for the Registrant, does not
presently act as investment adviser for any other registered investment
companies, but does act as distributor for Nations Fund Trust, Nations Fund,
Inc., Nations Reserves, Nations LifeGoal Funds, Inc., Nations Annuity Trust,
Nations Funds Trust, Wells Fargo Funds Trust, Wells Fargo Variable Trust,
Barclays Global Investors Funds, Inc. and is the exclusive placement agent for
Wells Fargo Core Trust and Master Investment Portfolio, all of which are
registered open-end management investment companies, and has acted as principal
underwriter for the Liberty Term Trust, Inc., Nations Government Income Term
Trust 2003, Inc., Nations Government Income Term Trust 2004, Inc., Nations
Balanced Target Maturity Fund, Inc. and Hatteras Income Securities, Inc.,
closed-end management investment companies.
(b) Information with respect to each director and officer of the
placement agent is incorporated by reference to Form ADV filed by Stephens with
the SEC pursuant to the 1940 Act (file No. 501-15510).
(c) Not applicable.
ITEM 28. Location of Accounts and Records
(1) BAAI, One Bank of America Plaza, Charlotte, NC 28255 (records
relating to its function as investment adviser and
co-administrator).
(2) BACAP, One Bank of America Plaza, Charlotte, NC 28255 (records
relating to its function as investment sub-adviser).
(3) Chicago Equity, 180 North LaSalle, Chicago, IL 60601 (records
relating to its function as investment sub-advisor).
(4) Gartmore, Gartmore House, 8 Fenchurch Place, London EC3M 4PH,
England (records relating to its function as investment
sub-adviser).
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<PAGE>
(5) INVESCO, 1315 Peachtree Street, N.E., Atlanta, GA 30309
(records relating to its function as investment sub-advisor).
(6) Putnam, One Post Office Square, Boston, MA 02109 (records
relating to its function as investment sub-advisor).
(7) Marsico, 1200 17th Street, Suite 1300, Denver, CO 80202
(records relating to its function as investment sub-advisor).
(8) Brandes, 12750 High Bluff Drive, San Diego, CA 92130 (records
relating to its function as investment sub-advisor).
(9) MacKay Shields, 9 West 57th Street, New York, New York, 10019
(records relating to its function as investment sub-advisor).
(10) Stephens, 111 Center Street, Little Rock, AR 72201 (records
relating to its function as placement agent and
co-administrator).
(11) BNY, 100 Church Street, New York, NY 10286 (records relating
to its function as custodian and sub-administrator).
ITEM 29. Management Services
Not Applicable
ITEM 30. Undertakings
Not Applicable
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Signatures
Pursuant to the requirements of the Investment Company Act of 1940, the
Registrant has duly caused this Amendment to its Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Little Rock, State of Arkansas on the 11th day of January, 2001.
NATIONS MASTER INVESTMENT TRUST
By: *
-----------------------------------
A. Max Walker
President and Chairman
of the Board of Trustees
By: /s/ Richard H. Blank, Jr.
--------------------------
Richard H. Blank, Jr.
*Attorney-in-Fact
<PAGE>
Nations Master Investment Trust
Exhibit Index
Exhibit No. Description
<TABLE>
<CAPTION>
<S> <C>
EX-99.23(d)(2) Investment Advisory Agreement with BAAI
EX-99.23(d)(4) Sub-Advisory Agreement with BAAI and Chicago Equity Partners LLC
EX-99.23(d)(5) Sub-Advisory Agreement with BAAI and Gartmore Global Partners
EX-99.23(d)(8) Interim Sub-Advisory Agreement with BAAI and Marisico Capital
Management, LLC
EX-99.23(d)(9) Interim Sub-Advisory Agreement with BAAI and Marsico Capital
EX-99.23(g)(1) Custody Agreement
EX-99.23(h)(1) Co-Administration Agreement
EX-99.23(h)(2) Sub-Administration Agreement
EX-99.23(h)(3) Placement Agency Agreement
EX-99.23(p)(1) Nations Funds Family Code of Ethics
EX-99.23(p)(2) BAAI Code of Ethics
EX-99.23(p)(3) BACAP Code of Ethics
EX-99.23(p)(4) Chicago Equity Code of Ethics
EX-99.23(p)(5) Gartmore Code of Ethics
EX-99.23(p)(6) Invesco Code of Ethics
EX-99.23(p)(7) Putnam Code of Ethics
EX-99.23(p)(8) Marsico Code of Ethics
EX-99.23(p)(9) Brandes Code of Ethics
EX-99.23(p)(10) Mackay Shields Code of Ethics
EX-99.23(p)(11) Stephens Code of Ethics
</TABLE>
