As filed with the Securities and Exchange Commission
on March 25, 1997
Registration No. 33-16296; 811-8275
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [ ]
Post-Effective Amendment No. 35 [X]
And
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [ ]
Amendment No. 37 [X]
(Check appropriate box or boxes)
------------------------
OVERLAND EXPRESS FUNDS, INC.
(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) 458-6589
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
It is proposed that this filing will become effective (check appropriate box):
[X] Immediately upon filing pursuant [ ] on _________ pursuant
to Rule 485(b), or to Rule 485(b)
[ ] 60 Days after filing pursuant [ ] on _______________pursuant
to Rule 485(a)(1), or to Rule 485(a)(1)
[ ] 75 days after filing pursuant [ ] on _______________pursuant
to Rule 485(a)(2), or to Rule 485(a)(2)
If appropriate, check the following box:
[ ] this post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
The Registrant has registered an indefinite number of shares of its Common
Stock, $.001 par value, under the Securities Act of 1933, pursuant to Rule 24f-2
under the Investment Company Act of 1940, as amended. The Rule 24f-2 Notice for
the fiscal year ending December 31, 1996, was filed with the Securities and
Exchange Commission on February 27, 1997.
This Post-Effective Amendment to the Registrant's Registration Statement also
has been executed by Master Investment Trust (another registered investment
company with separate series in which certain of the Registrant's series invest
substantially all of their assets) and by such company's trustees and principal
officer.
<PAGE>
EXPLANATORY NOTE
This Post-Effective Amendment to the Registration Statement (the
"Amendment") of Overland Express Funds, Inc. (the "Company") is being filed
pursuant to Item 32(b) to include audited financial statements for the fiscal
period beginning September 16, 1996 and ended December 31, 1996 for the
Company's Small Cap Strategy Fund. The Part A (Prospectus) and Part B (Statement
of Additional Information) included in Post-Effective Amendment No. 34 filed
pursuant to Rule 485(a) on July 2, 1996 and filed pursuant to Rule 497(c) on
September 19, 1996, are hereby incorporated by reference herein.
This Amendment does not affect the Registration Statement for the Company's
Asset Allocation, California Tax-Free Bond, California Tax-Free Money Market,
Money Market, Municipal Income, National Tax-Free Institutional Money Market,
Overland Sweep, Short-Term Municipal Income, Short-Term Government-Corporate
Income, Strategic Growth, U.S. Government Income, U.S. Treasury Money Market and
Variable Rate Government Funds.
<PAGE>
OVERLAND EXPRESS FUNDS, INC.
FILE NO. 33-16296; 811-8275
PART C
OTHER INFORMATION
Item 24. Financial Statements and Exhibits.
(a) Financial Statements:
The audited financial statements and independent auditors' report for the
fiscal period beginning September 16, 1996 and ended December 31, 1996 for the
Small Cap Strategy Fund are hereby incorporated by reference to the Company's
Annual Report, as filed with the SEC on March 1, 1997.
The portfolio of investments, audited financial statements and independent
auditors' report for the fiscal period beginning September 16, 1996 and ended
December 31, 1996 for the Small Cap Master Portfolio of Master Investment Trust
are hereby incorporated by reference to the Company's Annual Report, as filed
with the SEC on March 1, 1997.
(b) Exhibits:
Exhibit
Number Description
1 - Restated Articles of Incorporation, incorporated by reference to
Post-Effective Amendment No. 30 filed on November 29, 1995.
2 - By-Laws (as amended), incorporated by reference to the Registration
Statement on Form N-1A filed on August 5, 1987.
3 - Not Applicable.
4 - Specimen Stock Certificates, incorporated by reference to
Post-Effective Amendment No. 21 filed on March 3, 1993.
5(a)(i) - Amended Advisory Contract on behalf of the Asset Allocation Fund,
incorporated by reference to Post-Effective Amendment No. 24 filed
on April 29, 1994
5(a)(ii) - Form of Sub-Advisory Contract with Barclays Global Fund Advisors
on behalf of the Asset Allocation Fund, incorporated by reference
to Post-Effective Amendment No. 33 filed on May 1, 1996.
(b) - Advisory Contract on behalf of the U.S. Government Income Fund,
incorporated by reference to Pre-Effective Amendment No. 2 filed
on April 4, 1988.
(c) - Advisory Contract on behalf of the California Tax-Free Money Market
Fund, incorporated by reference to Post-Effective Amendment No. 6
filed on August 2, 1989.
(d) - Advisory Contract on behalf of the California Tax-Free Bond Fund,
incorporated by reference to Post-Effective Amendment No. 6 filed on
August 2, 1989.
(e) - Advisory Contract on behalf of the Money Market Fund, incorporated
by reference to Post-Effective Amendment No. 6 filed on August 2,
1989.
(f) - Advisory Contract on behalf of the Variable Rate Government Fund,
incorporated by reference to Post-Effective Amendment No.8 filed on
August 6, 1990.
(g) - Advisory Contract on behalf of the Municipal Income Fund,
incorporated by reference to Post-Effective Amendment No.16 filed
on January 17, 1992.
(h) - Advisory Contract on behalf of the U.S. Treasury Money Market Fund,
incorporated by reference to Post-Effective Amendment No. 22 filed
on May 28, 1993.
<PAGE>
Exhibit
Number Description
6(a) - Distribution Agreement with Stephens Inc. (as amended), incorporated
by reference to Post-Effective Amendment No. 18 filed on April 30,
1992.
(b) - Distribution Agreement on behalf of the Overland Sweep Fund,
incorporated by reference to Post-Effective Amendment No.14 filed
on August 20, 1991.
(c) - Amended and Restated Distribution Agreement with Stephens Inc.,
incorporated by reference to Post-Effective Amendment No. 31 filed
on December 18, 1995.
7 - Not Applicable.
8(a) - Custody Agreement with Wells Fargo Bank, N.A. on behalf of the Asset
Allocation Fund, incorporated by reference to the Registration
Statement on Form N-1A filed on August 5, 1987.
(b) - Custody Agreement with Wells Fargo Bank, N.A. on behalf of the U.S.
Government Income Fund, incorporated by reference to Post-Effective
Amendment No. 9 filed on February 7, 1991.
(c) - Custody Agreement with Wells Fargo Bank, N.A. on behalf of the
California Tax-Free Money Market Fund, incorporated by reference to
Post-Effective Amendment No. 9 filed on February 7, 1991.
(d) - Custody Agreement with Wells Fargo Bank, N.A. on behalf of the
California Tax-Free Bond Fund, incorporated by reference to
Post-Effective Amendment No. 9 filed on February 7, 1991.
(e) - Custody Agreement with Wells Fargo Bank, N.A. on behalf of the Money
Market Fund, incorporated by reference to Post-Effective Amendment
No. 9 filed on February 7, 1991.
(f) - Custody Agreement with Wells Fargo Bank, N.A. on behalf of the
Variable Rate Government Fund, incorporated by reference to
Post-Effective Amendment No. 9 filed on February 7, 1991.
(g) - Custody Agreement with Wells Fargo Bank, N.A. on behalf of the
Municipal Income Fund, incorporated by reference to Post-Effective
Amendment No. 16 filed on January 17, 1992.
(h) - Custody Agreement with Wells Fargo Bank, N.A. on behalf of the U.S.
Treasury Money Market Fund, incorporated by reference to
Post-Effective Amendment No. 23 filed on March 2, 1994. (i) - Custody
Agreement with Wells Fargo Bank, N.A. on behalf of the Strategic
Growth Fund, incorporated by reference to Post-Effective Amendment No
23 filed on March 2, 1994.
(j) - Custody Agreement on behalf of the Overland Sweep Fund, the 1-3 Year
Duration Municipal Income Fund, the 1-3 Year Duration Government
Income Fund and the 1-3 Year Duration Full Faith and Credit Government
Income Fund, incorporated by reference to Post-Effective Amendment No.
30 filed on November 29, 1995.
(k) - Custody Agreement with Wells Fargo Bank, N.A. on behalf of the
National Tax-Free Institutional Money Market Fund, incorporated by
reference to Post-Effective Amendment No. 33 filed on May 1, 1996.
<PAGE>
Exhibit
Number Description
9(a)(i) - Administration Agreement on behalf of the Asset Allocation Fund,
incorporated by reference to Pre-Effective Amendment No. 2 filed on
April 4, 1988.
(a)(ii) - Administration Agreement on behalf of the U.S. Government Income
Fund, incorporated by reference to Pre-Effective Amendment No. 2 filed
on April 4, 1988.
(a)(iii)- Administration Agreement on behalf of the California Tax-Free Money
Market Fund (as amended), incorporated by reference to Pre-Effective
Amendment No. 2 filed on April 4, 1988.
(a)(iv) - Administration Agreement on behalf of the California Tax-Free
Bond Fund, incorporated by reference to Post-Effective Amendment No. 3
filed on October 3, 1988.
(a)(vi) - Administration Agreement on behalf of the Variable Rate Government
Fund, incorporated by reference to Post-Effective Amendment No. 8
filed on August 6, 1990.
(a)(vii)- Administration Agreement on behalf of the Municipal Income Fund,
incorporated by reference to Post-Effective Amendment No. filed on
January 17, 1992.
(a)(viii)-Administration Agreement on behalf of the Overland Sweep Fund, Short-
Term Municipal Income Fund (formerly, the 1-3 Year Duration Municipal
Income Fund), 1-3 Year Duration Government Income Fund (liquidated)
and Short-Term Government-Corporate Income Fund (formerly, the 1-3
Year Duration Full Faith and Credit Government Income Fund),
incorporated by reference to Post-Effective Amendment No 30 filed
on November 29, 1995
(a)(ix)- Administration Agreement on behalf of the U.S. Treasury Money
Market Fund, incorporated by reference to Post-Effective
Amendment No. 30 filed on November 29, 1995.
(a)(x)- Administration Agreement on behalf of the Strategic Growth Fund,
incorporated by reference to Post-Effective Amendment No. 22 filed
on May 28, 1993.
(a)(xi) - Administration Agreement with Stephens Inc. on behalf of the National
Tax-Free Institutional Money Market Fund, incorporated by reference
to Post-Effective Amendment No. 33 filed on May 1, 1996.
<PAGE>
Exhibit
Number Description
9(b)(i) - Agency Agreement between the Overland Sweep Fund, the 1-3 Year
Duration Municipal Income Fund, the 1-3 Year Duration Government
Income Fund, the 1-3 Year Duration Full Faith and Credit Government
Income Fund and Wells Fargo Bank, N.A., incorporated by reference
to Post-Effective Amendment No. 24 filed on April 29, 1994.
(b)(ii) - Agency Agreement with Wells Fargo Bank, N.A. on behalf of the
National Tax-Free Institutional Money Market Fund, incorporated by
reference to Post-Effective Amendment No. 33 filed on May 1, 1996
(c)(i) - Shareholder Servicing Agreement on behalf of the Overland Sweep Fund,
incorporated by reference to Post-Effective Amendment No. 22 filed on
May 28, 1993.
(c)(ii) - Servicing Agreement on behalf of Class D Shares, incorporated by
reference to Post-Effective Amendment No. 21 filed on March 3, 1993.
(d)(i) - Servicing Plan on behalf of the Class D Shares of the Asset Allocation
Fund, incorporated by reference to Post-Effective Amendment No. 22
filed on May 28, 1993.
(d)(ii) - Servicing Plan on behalf of the Class D Shares of the U.S.Government
Income Fund, incorporated by reference to Post-Effective Amendment
No. 22 filed on May 28, 1993.
(d)(iii)- Servicing Plan on behalf of the Class D Shares of the California
Tax-Free Bond Fund, incorporated by reference to Post-Effective
Amendment No. 22 filed on May 28, 1993
(d)(iv) - Servicing Plan on behalf of the Class D Shares of the Variable Rate
Government Fund, incorporated by reference to Post-Effective
Amendment No. 22 filed on May 28, 1993.
(d)(v) - Servicing Plan on behalf of the Class D Shares of the Municipal
Income Fund, incorporated by reference to Post-Effective
Amendment No. 22 filed on May 28, 1993.
(d)(vi) - Servicing Plan on behalf of the Class D Shares of the Strategic
Growth Fund, incorporated by reference to Post-Effective
Amendment No. 22 filed on May 28, 1993.
(d)(vii)- Servicing Plan on behalf of the Class D Shares of the Small
Cap Strategy Fund, incorporated by reference to Post-Effective
Amendment No. 34 filed on July 2, 1996.
10 - Opinion and Consent of Counsel, filed herewith.
11 - Auditors Consent - KPMG Peat Marwick LLP, filed herewith.
12(a) - None.
13 - Investment Letter, incorporated by reference to Pre-Effective
Amendment No. 2 filed on April 4, 1988.
14 - Not Applicable.
<PAGE>
Exhibit
Number Description
15(a)(i) - Amended Distribution Plan on behalf of the Class A Shares
of the Asset Allocation Fund, incorporated by reference to
Post-Effective Amendment No. 22 filed on May 28, 1993.
(a)(ii) - Distribution Plan on behalf of the Class D Shares of the
Asset Allocation Fund, incorporated by reference to
Post-Effective Amendment No. 23 filed on March 2, 1994.
(b)(i) - Amended Distribution Plan on behalf of the Class A Shares of
the U.S. Government Income Fund, incorporated by reference to
Post-Effective Amendment No. 22 filed on May 28, 1993.
(b)(ii)- Distribution Plan on behalf of the Class D Shares of the
U.S. Government Income Fund ,incorporated by reference to
Post-Effective Amendment No. 23 filed on March 2, 1994.
(c) - Distribution Plan on behalf of the California Tax-Free Money
Market Fund, incorporated by reference to Pre-Effective Amendment
No. 2 filed on April 4, 1988.
(d)(i) - Amended Distribution Plan on behalf of the Class A Shares of
the California Tax-Free Bond Fund, incorporated by reference to
Post-Effective Amendment No. 22 filed on May 28, 1993.
(d)(ii) - Distribution Plan on behalf of the Class D Shares of the
California Tax-Free Bond Fund, incorporated by reference to
Post-Effective Amendment No. 23 filed on March 2, 1994.
(e) - Amended Distribution Plan on behalf of the Class A Shares of
the Money Market Fund, incorporated by reference to
Post-Effective Amendment No. 24 filed on April 29, 1994.
(f)(i) - Amended Distribution Plan on behalf of the Class A Shares of
the Variable Rate Government Fund, incorporated by reference to
Post-Effective Amendment No. 22 filed on May 28, 1993.
(f)(ii) - Distribution Plan on behalf of the Class D Shares of the
Variable Rate Government Fund ,incorporated by reference to
Post-Effective Amendment No. 23 filed on March 2, 1994.
(g)(i) - Amended Distribution Plan on behalf of the Class A Shares of
the Municipal Income Fund, incorporated by reference to
Post-Effective Amendment No. 22 filed on May 28, 1993.
(g)(ii) - Distribution Plan on behalf of the Class D Shares of the
Municipal Income Fund, incorporated by reference to
Post-Effective Amendment No. 23 filed on March 2, 1994.
(h) - Distribution Plan on behalf of the Overland Sweep Fund,
incorporated by reference to Post-Effective Amendment No. 14
filed on August 20, 1991.
(i) - Amended Distribution Plan on behalf of the Class A Shares of
the U.S. Treasury Money Market Fund, incorporated by reference to
Post-Effective Amendment No. 24 filed on April 29, 1994.
(j)(i) - Amended Distribution Plan on behalf of the Class A Shares of
the Strategic Growth Fund, incorporated by reference to
Post-Effective Amendment No. 22 filed on May 28, 1993.
(j)(ii) - Distribution Plan on behalf of the Class D Shares of the
Strategic Growth Fund, incorporated by reference to
Post-Effective Amendment No. 23 filed on March 2, 1994.
(k) - Distribution Plan on behalf of the Short-Term Municipal Income
Fund (formerly, the 1-3 Year Duration Municipal Income Fund),
incorporated by reference to Post-Effective Amendment No. 24
filed on April 29, 1994.
(l) - Distribution Plan on behalf of the Short-Term
Government-Corporate Income Fund (formerly, the 1-3 Year Duration
Full Faith and Credit Government Income Fund), incorporated by
reference to Post-Effective Amendment No. 24 filed on April 29,
1994.
(m)(i) - Distribution Plan on behalf of the Class A Shares of the
Small Cap Strategy Fund, incorporated by reference to
Post-Effective Amendment No. 34 filed on July 2, 1996.
(m)(ii) - Distribution Plan on behalf of the Class D Shares of
the Small Cap Strategy Fund, incorporated by reference to
Post-Effective Amendment No. 34 filed on July 2, 1996.
<PAGE>
Exhibit
Number Description
16(a) - Schedules for Computation of Performance Quotations,
incorporated by reference to Post-Effective Amendment No. 3
filed on October 3, 1988.
(b) - Schedule of Computation of Performance data, incorporated by
reference to Post-Effective Amendment No. 21 filed on May 1, 1995
17 - Powers of Attorney, incorporated by reference to
Post-Effective Amendment No. 14 to the Registration
Statement filed on August 20, 1991.
18 - Amended Rule 18f-3 Multi-Class Plan, incorporated by
reference to Post-Effective Amendment No. 34 filed on July 2, 1996
27 - Financial Data Schedules for the Asset Allocation,
California Tax-Free Bond, California Tax-Free Money Market,
Money Market, Municipal Income, Overland Sweep, Short-Term
Municipal Income, Short-Term Government-Corporate Income,
Small Cap Strategy, U.S. Treasury Money Market and Variable
Rate Government Funds, incorporated by reference to the Form
N-SAR, as filed with the SEC on February 28, 1997.
Item 25. Persons Controlled by or under Common Control with Registrant.
As of December 31, 1996, the National Tax-Free Institutional Money Market
and Strategic Growth Funds owned approximately 84% and 80% of the outstanding
beneficial interests of the Tax-Free Money Market and Capital Appreciation
Master Portfolios, respectively, of Master Investment Trust ("MIT"). As of
December 31, 1996, the Overland Sweep, Short-Term Municipal Income and
Short-Term Government-Corporate Income Funds each owned approximately 99% of the
outstanding beneficial interests of the Cash Investment Trust, Short-Term
Municipal Income and Short-Term Government-Corporate Income Master Portfolios,
respectively, of MIT. As such, each Fund could be considered a "controlling
person" (as defined in the 1940 Act) of the corresponding Master Portfolio.
<PAGE>
Item 26. Number of Holders of Securities.
As of January 31, 1997, the number of record holders of each class of
securities of the Registrant was as follows:
Title of Class Number of Record Holders
California Tax-Free Bond Fund
Class A 3,471
Class D 52
California Tax-Free Money Market Fund 147
Index Allocation Fund
Class A 1,157
Class D 639
Money Market Fund
Class A 175
Class D 18
Institutional Class 634
Municipal Income Fund
Class A 920
Class D 186
National Tax-Free Institutional Money Market Fund 4
Overland Sweep Fund 3
Short-Term Government-Corporate Income Fund 24
Short-Term Municipal Income Fund 35
Small Cap Strategy Fund
Class A 139
Class D 72
Strategic Growth Fund
Class A 4,163
Class D 2,059
U.S. Government Income Fund
Class A 469
Class D 80
U.S. Treasury Money Market Fund
Class A 17
Institutional Class 137
Variable Rate Government Fund
Class A 971
Class D 54
<PAGE>
27. Indemnification.
Section 4 of Article VI of the Registrant's Articles of Incorporation
provides:
To the fullest extent permitted by Maryland statutory or decisional law, as
amended or interpreted, no person who is or was a director or officer of this
Corporation shall be personally liable to the Corporation or its stockholders
for money damages. No amendment of the charter of the Corporation or repeal of
any of its provisions shall limit or eliminate the benefits provided to any
person who is or was a director or officer under this provision with respect to
any act or omission which occurred prior to such amendment or repeal. The rights
of indemnification under this provision shall neither be exclusive of, nor be
deemed in limitation of, any right to which any person may otherwise be entitled
or permitted by contract or otherwise. This Section 4 shall not protect any
person who is or was a director or officer of the Corporation against any
liability to the Corporation or its stockholders to which he or she would
otherwise be subject by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct of his or
her office.
Item 28. Business and Other Connections of Investment Adviser.
Wells Fargo Bank, N.A. ("Wells Fargo Bank"), a wholly owned subsidiary of
Wells Fargo & Company, serves as investment adviser to all of the Registrant's
investment portfolios, other than the Small Cap Strategy Fund, National Tax-Free
Institutional Money Market Fund, Overland Sweep Fund, Short-Term Municipal
Income Fund, Short-Term Government-Corporate Income Fund and Strategic Growth
Fund, which are feeder funds in master/feeder structures that do not currently
retain an investment adviser, and to certain other registered open-end
management investment companies. Wells Fargo Bank's business is that of a
national banking association with respect to which it conducts a variety of
commercial banking and trust activities.
To the knowledge of Registrant, none of the directors or executive officers
of Wells Fargo Bank, except those set forth below, is or has been at any time
during the past two fiscal years engaged in any other business, profession,
vocation or employment of a substantial nature, except that certain executive
officers also hold various positions with and engage in business for Wells Fargo
& Company. Set forth below are the names and principal businesses of the
directors and executive officers of Wells Fargo Bank who are or during the past
two fiscal years have been engaged in any other business, profession, vocation
or employment of a substantial nature for their own account or in the capacity
of director, officer, employee, partner or trustee. All the directors of Wells
Fargo Bank also serve as directors of Wells Fargo & Company.
<PAGE>
Name and Position Principal Business(00) and Address(es)
at Wells Fargo Bank During at Least the Last Two Fiscal Years
H. Jesse Arnelle Senior Partner of Arnelle & Hastie
Director 455 Market Street
San Francisco, CA 94105
Director of FPL Group, Inc.
700 Universe Blvd.
P.O. Box 14000
North Palm Beach, FL 33408
William R. Breuner General Partner in Breuner Associates,
Director Breuner Properties and Breuner-Pavarnick
Real Estate Developers. Retired
Chairman of the Board of Directors of
John Breuner Co. 2300 Clayton Road,
Suite 1570 Concord, CA 94520
Vice Chairman of the California State
Railroad Museum Foundation.
111 I Street
Old Sacramento, CA 95814
William S. Davila President and Director of The
Director Vons Companies, Inc.
618 Michillinda Avenue
Arcadia, CA 91007
Officer of Western Association of
Food Chains
825 Colorado Blvd. #203
Los Angeles, CA 90041
Rayburn S. Dezember Director of CalMat Co.
Director 3200 San Fernando Road
Los Angeles, CA 90065
Director of Tejon Ranch Co.
P.O. Box 1000
Lebec, CA 93243
Director of Turner Casting Corp.
P.O. Box 1099
Cudahy, CA 90201
Director of The Bakersfield Californian
P.O. Box 440
1707 I Street
Bakersfield, CA 93302
Director of Kern County Economic
Development Corp.
P.O. Box 1229
2700 M Street, Suite 225
Bakersfield, CA 93301
Chairman of the Board of Trustees
of Whittier College
13406 East Philadelphia Avenue
P.O. Box 634
Whittier, CA 90608
Paul Hazen Chairman of the Board of Directors
Chairman of the and Chief Executive Officer of
Board of Directors Wells Fargo & Company
420 Montgomery Street
San Francisco, CA 94105
Director of Pacific Telesis Group
130 Kearny Street
San Francisco, CA 94108
Director of Phelps Dodge Corp.
2600 North Central Avenue
Phoenix, AZ 85004
Director of Safeway Inc.
Fourth and Jackson Streets
Oakland, CA 94660
<PAGE>
Robert K. Jaedicke Accounting Professor and Dean Emeritus
Director of Graduate School of Business,
Stanford University
MBA Admissions Office
Stanford, CA 94305
Director of Homestake Mining Co.
650 California Street
San Francisco, CA 94108
Director of California Water
Service Company
1720 North First Street
San Jose, CA 95112
Director of Boise Cascade Corp.
1111 West Jefferson Street
P.O. Box 50
Boise, ID 83728
Director of Enron Corp.
1400 Smith Street
Houston, TX 77002
Director of GenCorp, Inc.
175 Ghent Road
Fairlawn, OH 44333
Paul A. Miller Chairman of Executive Committee and
Director Director of Pacific Enterprises
633 West Fifth Street
Los Angeles, CA 90071
Trustee of Mutual Life Insurance Company
of New York
1740 Broadway
New York, NY 10019
Director of Newhall Management Corp.
23823 Valencia Blvd.
Valencia, CA 91355
Trustee of University of
Southern California
University Park TGF 200
665 Exposition Blvd.
Los Angeles, CA 90089
Ellen M. Newman President of Ellen Newman Associates
Director 323 Geary Street, Suite 507
San Francisco, CA 94102
Chair of Board of Trustees of
University of California
at San Francisco Foundation
250 Executive Park Blvd., Suite 2000
San Francisco, CA 94143
Director of American
Conservatory Theater
30 Grant Avenue
San Francisco, CA 94108
Director of California
Chamber of Commerce
1201 K Street, 12th Floor
Sacramento, CA 95814
Philip J. Quigley Chairman, Chief Executive Officer and
Director Director of Pacific Telesis Group
130 Kearney Street, Rm. 3700
San Francisco, CA 94108
Director of Varian Associates
3050 Hansen Way
P.O. Box 10800
Palo Alto, CA 94303
<PAGE>
Carl E. Reichardt Director of Ford Motor Company
Director The American Road
Dearborn, MI 48121
Director of Hospital Corporation
of America, HCA-Hospital Corp. of
America
One Park Plaza
Nashville, TN 37203
Director of Pacific Gas and Electric Co.
77 Beale Street
San Francisco, CA 94105
Director of Newhall Management Corp.
23823 Valencia Blvd.
Valencia, CA 91355
Donald B. Rice President, Chief Operating Officer
Director and Director of Teledyne, Inc.
2049 Century Park East
Los Angeles, CA 90067
Director of Vulcan Materials Company
One Metroplex Drive
Birmingham, AL 35209
Retired Secretary of the Air Force
Susan G. Swenson President and Chief Executive Officer
Director of Cellular One
651 Gateway Blvd.
San Francisco, CA 94080
Chang-Lin Tien Chancellor of University of California
Director at Berkeley
UC at Berkeley
Berkeley, CA 94720
John A. Young President, Director and Chief Executive
Director Officer of Hewlett-Packard Company
3000 Hanover Street
Palo Alto, CA 94304
Director of Chevron Corporation
225 Bush Street
San Francisco, CA 94104
William F. Zuendt President and Chief Operating Officer of
President Wells Fargo & Co.
420 Montgomery Street
San Francisco, CA 94105
Director of 3Com Corp.
5400 Bayfront Plaza
P.O. Box 58145
Santa Clara, CA 95052
Director of MasterCard International
888 Seventh Avenue
New York, NY 10106
Trustee of Golden Gate University
536 Mission Street
San Francisco, CA 94163
<PAGE>
Barclays Global Fund Advisors ("BGFA"), a wholly-owned subsidiary of
Barclays Global Investors, N.A.("BGI"), formerly Wells Fargo Institutional Trust
Company), serves as sub-adviser to the Index Allocation Fund (formerly, the
Asset Allocation Fund) of the Company and as adviser or sub-adviser to certain
other open-end management investment companies.
The directors and officers of BGFA consist primarily of persons who during
the past two years have been active in the investment management business of the
former sub-adviser to the Index Allocation Fund, Wells Fargo Nikko Investment
Advisors ("WFNIA") and, in some cases, the service business of BGI. With the
exception of Irving Cohen, each of the directors and executive officers of BGFA
will also have substantial responsibilities as directors and/or officers of BGI.
To the knowledge of the Registrant, except as set forth below, none of the
directors or executive officers of BGFA is or has been at any time during the
past two fiscal years engaged in any other business, profession, vocation or
employment of a substantial nature.
Name and Position Principal Business(es) During at
at BGFA Least the Last Two Fiscal Years
Frederick L.A. Grauer Co- Chairman and Director of BGFA/WFNIA and BGI
Co-Chairman and Director 45 Fremont Street, San Francisco, CA 94105
Patricia Dunn Co- Chairman and Director of BGFA/WFNIA and BGI
C-Chairman and Director 45 Fremont Street, San Francisco, CA 94105
Irving Cohen Chief Financial Officer and Chief Operating
Director Officer of Barclays Bank PLC, New York Branch
and Chief Operating Officer of Barclays Group,
Inc. (USA); previously, Chief Financial Officer
of Barclays de Zoete Wedd Securities Inc.(1994)
222 Broadway, New York, NY 10038
Andrea M. Zolberti Chief Financial Officer of BGFA and BGI
Chief Financial Officer 45 Fremont Street, San Francisco, CA 94105
Prior to January 1, 1996, WFNIA served as sub-adviser to the Index
Allocation Fund of the Company and as adviser or sub-adviser to various other
open-end management investment companies. For additional information, see
"Advisory, Administration and Distribution Arrangements" in the Prospectus
describing the Index Allocation Fund and "Management" in the Statement of
Additional Information of such Fund. For information as to the business,
profession, vocation or employment of a substantial nature of each of the
officers and management committees of WFNIA, reference is made to WFNIA's Form
ADV and Schedules A and D filed under the Investment Advisers Act of 1940, File
No. 801-36479, incorporated herein by reference.
<PAGE>
Item 29. Principal Underwriters.
(a) Stephens Inc., distributor for the Registrant, does not
presently act as investment adviser for any other registered investment
companies, but does act as principal underwriter for Stagecoach Funds, Inc.,
MasterWorks Funds Inc. and Stagecoach Trust; and is the exclusive placement
agent for Master Investment Trust, Managed Series Investment Trust, Life &
Annuity Trust and Master Investment Portfolio, 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. and the Managed Balanced Target
Maturity Fund, Inc., which are closed-end management investment companies, and
Nations Fund Trust, Nations Fund, Inc., Nations Fund Portfolios, Inc. and
Nations Institutional Reserves (formerly, the Capitol Mutual Funds), which are
open-end management investment companies.
(b) Information with respect to each director and officer of the
principal underwriter is incorporated by reference to Form ADV and Schedules A
and D filed by Stephens Inc. with the Securities and Exchange Commission
pursuant to The Investment Advisers Act of 1940 (file no. 501-15510).
(c) Not applicable.
Item 30. Location of Accounts and Records.
(a) The Registrant maintains accounts, books and other documents
required by Section 31(a) of the Investment Company Act of 1940 and the rules
thereunder (collectively, "Records") at the offices of Stephens Inc., 111 Center
Street, Little Rock, Arkansas 72201.
(b) Wells Fargo Bank maintains all Records relating to its
services as investment adviser and custodian and transfer and dividend
disbursing agent at 525 Market Street, San Francisco, California 94105.
(c) WFNIA and Wells Fargo Institutional Trust Company, N.A.
maintain all Records relating to their services as sub-adviser and custodian,
respectively, to the Asset Allocation Fund for the period prior to January 1,
1996, at 45 Fremont Street, San Francisco, California 94105.
(d) BGFA maintains all Records relating to its services as
sub-adviser to the Asset Allocation Fund for the period beginning January 1,
1996 at 45 Fremont Street, San Francisco, California 94105.
(e) Stephens maintains all Records relating to its services as
sponsor, administrator and distributor at 111 Center Street, Little Rock,
Arkansas 72201.
<PAGE>
Item 31. Management Services.
Other than as set forth under the captions "Management of the
Fund" in the Prospectus constituting Part A of this Registration Statement and
"Management" in the Statement of Additional Information constituting Part B of
this Registration Statement, the Registrant is not a party to any
management-related service contract.
Item 32. Undertakings.
(a) Not Applicable.
(b) Not Applicable.
(c) Insofar as indemnification for liability arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the provisions set forth above in response to
Item 27, or otherwise, the registrant has been advised that in the opinion
of the Securities and Exchange Commission such indemnification is against
public policy as expressed in such 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
director, officer or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such director,
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 Act and will be governed by the
final adjudication of such issue.
(d) Registrant undertakes to hold a special meeting of its shareholders for
the purpose of voting on the question of removal of a director or directors
if requested in writing by the holders of at least 10% of the Company's
outstanding voting securities, and to assist in communicating with other
shareholders as required by Section 16(c) of the Investment Company Act of
1940.
(e) Registrant undertakes to furnish each person to whom a prospectus is
delivered with a copy of its most current annual report to shareholders,
upon request and without charge.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all of
the requirements for effectiveness of this Post-Effective Amendment to the
Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933
and has duly caused this Amendment to its Registration Statement on Form N-1A to
be signed on its behalf by the undersigned, thereto duly authorized in the City
of Little Rock, State of Arkansas on the 24th day of March, 1997.
OVERLAND EXPRESS FUNDS, INC.
By /s/ Richard H. Blank, Jr.
Richard H. Blank, Jr.
Secretary and Treasurer
(Principal Financial Officer)
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment to the Registration Statement on Form N-1A has been
signed below by the following persons in the capacities and on the date
indicated:
Signature Title
* Director, Chairman and President
(R. Greg Feltus) (Principal Executive Officer)
/s/ Richard H. Blank, Jr. Secretary and Treasurer (Principal
(Richard H. Blank, Jr.) Financial Officer)
* Director
(Jack S. Euphrat)
* Director
(Thomas S. Goho)
* Director
(Joseph N. Hankin)
* Director
(W. Rodney Hughes)
* Director
(Robert M. Joses)
* Director
(J. Tucker Morse)
March 24, 1997
*By: /s/ Richard H. Blank, Jr.
Richard H. Blank, Jr.
As Attorney-in-Fact
<PAGE>
SIGNATURES
Pursuant to the requirements of the Investment Company Act of 1940, the
Registrant certifies that it meets all of the requirements for effectiveness of
this Registration Statement pursuant to Rule 485(b) under the Securities Act of
1933 and has duly caused this Amendment to the Registration Statement on Form
N-1A to be signed on its behalf by the undersigned, thereunto duly authorized,
in the City of Little Rock, State of Arkansas, on the 24th day of March, 1997.
MASTER INVESTMENT TRUST
By: /s/ Richard H. Blank, Jr.
Richard H. Blank, Jr.
Secretary and Treasurer
(Principal Financial Officer)
Signature Title
* Chairman, President (Principal
(R. Greg Feltus) Executive Officer) and Trustee
/s/ Richard H. Blank, Jr. Chief Operating Officer,
(Richard H. Blank, Jr.) Secretary and Treasurer
(Principal Financial Officer)
* Trustee
(Jack S. Euphrat)
* Trustee
(Thomas S. Goho)
* Trustee
(Joseph N. Hankin)
* Trustee
(W. Rodney Hughes)
* Trustee
(Robert M. Joses)
* Trustee
(J. Tucker Morse)
March 24, 1997
*By: /s/ Richard H. Blank, Jr.
(Richard H. Blank, Jr.)
As Attorney-in-Fact
<PAGE>
OVERLAND EXPRESS FUNDS, INC.
SEC FILE NOS. 33-16296; 811-8275
EXHIBIT INDEX
Exhibit
Number Description
EX-99.B10 Opinion and Consent of Counsel
EX-99.B11 Auditors' Consent - KPMG Peat Marwick LLP
Small Cap Strategy Fund
[MORRISON & FOERSTER LLP Letterhead]
Writer's Direct Dial Number
(202) 887-1500
March 25, 1997
Overland Express Funds, Inc.
111 Center Street
Little Rock, Arkansas 72201
Re: Shares of Common Stock of
Overland Express Funds, Inc.
Ladies/Gentlemen:
We refer to Post-Effective Amendment No. 35 and Amendment No. 37 to the
Registration Statement on Form N-1A (SEC File Nos. 33-16296 and 811-8275) (the
"Registration Statement") of Overland Express Funds, Inc. (the "Company")
relating to the registration of an indefinite number of shares of common stock
of the Small Cap Strategy Fund of the Company (collectively, the "Shares").
We have been requested by the Company to furnish this opinion as Exhibit 10
to the Registration Statement.
We have examined documents relating to the organization of the Company and
its series and the authorization and issuance of shares of its series. We have
also verified with the Company's transfer agent the maximum number of shares
issued by the Company during the fiscal year ended December 31, 1996.
Based upon and subject to the foregoing, we are of the opinion that:
The issuance of the Shares by the Company has been duly and validly
authorized by all appropriate corporate action, and assuming delivery by sale or
in accord with the Fund's dividend reinvestment plan in accordance with the
description set forth in the Fund's current prospectuses the Shares will be
legally issued, fully paid and nonassessable by the Company.
We consent to the inclusion of this opinion as an exhibit to the
Registration Statement.
In addition, we hereby consent to the use of our name and to the reference
to our firm under the caption "Legal Counsel" and the description of advice
rendered by our firm under the heading "Management of the Fund" in the
Prospectus, which has been incorporated by reference into the Registration
Statement.
Very truly yours,
/s/Morrison & Foerster LLP
MORRISON & FOERSTER LLP
Independent Auditors' Consent
The Board of Directors
and Shareholders
Overland Express Funds, Inc.:
We consent to incorporation by reference in the Overland Express Funds,
Inc. Post-Effective Amendment No. 35 to the Registration Statement Number
33-16296 on Form N-1A under the Securities Act of 1933 and Amendment No. 37 to
the Registration Statement No. 811-8275 on Form N-1A under the Investment
Company Act of 1940 of our report dated February 14, 1997, on the financial
statements and financial highlights of Overland Express Funds, Inc. as of
December 31, 1996, which report has been incorporated by reference in Other
Information.
We also consent to incorporation by reference of our report dated
February 14, 1997, on the financial statements and financial highlights of
Master Investment Trust as of December 31, 1996, which report has been
incorporated by reference in Other Information.
KPMG Peat Marwick LLP
San Francisco, California
March 21, 1997
