SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
March 10, 2000
FORM N-8F/A
SECOND AMENDED APPLICATION FOR DEREGISTRATION
FILED PURSUANT TO SECTION 8(f)
OF THE INVESTMENT COMPANY ACT OF 1940
The undersigned investment company hereby amends its amended
application to the Securities and Exchange Commission for an order of
deregistration that was filed March 1, 2000 under and pursuant to the provisions
of Section 8(f) of the Investment Company Act of 1940 (the "Act") and in
connection with such second amended application for deregistration submits the
following information:
MASTER INVESTMENT TRUST
Name
111 Center Street
Little Rock, AR 72201
Address of Principal Business Office (No. & Street, City, State Zip Code)
Telephone Number (including area code): (800) 643-9691
Name and address of agent for service of process:
Richard H. Blank, Jr.
Stephens Inc.
111 Center Street, Suite 300
Little Rock, AR 72201
With a copy to:
Robert M. Kurucza, Esq.
Marco E. Adelfio, Esq.
Morrison & Foerster LLP
2000 Pennsylvania Ave., N.W., #5500
Washington, D.C. 20006
<PAGE>
I. General Identifying Information
1. Reason fund is applying to deregister:
[ ] Merger
[X] Liquidation
[ ] Abandonment of Registration
[ ] Election of status as a Business Development Company
2. Name of fund: Master Investment Trust
3. Securities and Exchange Commission File No.: 811-6415
4. Is this an initial Form N-8F or an amendment to a previously filed
Form N-8F?
[ ] Initial Application [X] Amendment
5. Address of Principal Executive Office (include No. & Street, City, State,
Zip Code):
111 Center Street, Little Rock, Arkansas 72201
6. Name, address and telephone number of individual the Commission staff
should contract with any questions regarding this form:
Janis E. Fonda, Esq.
Morrison & Foerster LLP
2000 Pennsylvania Avenue, N.W.
Suite 5500
Washington, D.C. 20006
(202) 887-1537
7. Name, address and telephone number of individual or entity responsible
for maintenance and preservation of fund records in accordance with rules
31a-1 and 31a-2 under the Act [17 CFR 270.31a-1, 31a-2]:
Wells Fargo Bank, N.A. Stephens Inc.
525 Market Street 111 Center Street, #300
San Francisco, CA 94105 Little Rock, AR 72201
1-800-222-8222 1-800-643-9691
8. Classification of fund:
[X] Management company; [ ] Unit investment trust; or [ ] Face-amount
certificate company.
9. Subclassification if the fund is a management company:
[X] Open-end [ ] Closed-end
10. State law under which the fund was organized or formed:
Delaware
11. Name and address of each investment adviser of the fund (including
sub-advisers) during the last five years:
Wells Fargo Bank, N.A. 525 Market Street
(Adviser) San Francisco, CA 94105
Barclays Global Fund Advisors 45 Fremont Street
(Sub-Adviser to Asset San Francisco, CA 94105
Allocation, Corporate Stock,
and U.S. Government Allocation
Master Portfolios)
12. Name and address of each principal underwriter of the fund during the
last five years:
Stephens Inc.
111 Center Street
Little Rock, AR 72201
13. Not applicable.
14. Is there a UIT registered under the Act that served as a vehicle for
investment in the fund (e.g., an insurance company separate
account)?
[ ] Yes [X] No
15. (a) Did the fund obtain approval from the board of trustees concerning
the decision to engage in a Merger, Liquidation or Abandonment of
Registration?
[X] Yes [ ] No
If Yes, state the date on which the board vote took place:
July 24, 1997
(b) Did the fund obtain approval from the shareholders (here,
"interestholders") concerning the decision to engage in a Merger,
Liquidation or Abandonment of Registration?
[ ] Yes [X] No
Explanation: Pursuant to the authority vested in the Trustees in
the Declaration of Trust, Article X, provision II, the Trustees
terminated the trust by providing the interestholders with written
notice of the liquidation.
II. Distributions to Interestholders
16. Has the fund distributed any assets to its interestholders in connection
with the Merger or Liquidation?
[X] Yes [ ] No
(a) If Yes, list the date(s) on which the fund made those
distributions: December 12, 1997
(b) Were the distributions made on the basis of net assets?
[X] Yes [ ] No
(c) Were the distributions made pro rata based on share ownership?
[X] Yes [ ] No
(d) Not applicable.
(e) Liquidations only:
Were any distributions to interestholders made in kind?
[X] Yes [ ] No
If yes, indicate the percentage of fund shares owned by
affiliates, or any other affiliation of interestholders:
100% of the Trust's interests were owned by first-tier or
second-tier affiliates within the meaning of Section 17(a). The following
chart shows each master portfolio of the Trust and the respective %
ownership of each portfolio by affiliates. Stagecoach Funds, Inc.
("Stagecoach") (File No. 811-6419) and Overland Express Funds, Inc.
("Overland") (File No. 811-8275), each a registered open-end management
investment company, were affiliated interestholders, within the meaning
of Section 2(a)(3)(A), of those portfolios in which they owned more than
5% of the outstanding interests. Stagecoach and Overland also could be
viewed as affiliated persons, within the meaning of Section 2(a)(3)(C),
of those portfolios in which they owned more than 25% of the outstanding
interests. Also, Stagecoach, Overland and Master Investment Trust had the
same investment adviser, Wells Fargo Bank, N.A., and hence Stagecoach and
Overland could be deemed affiliated persons of each Portfolio within the
meaning of Section 2(a)(3)(C) to the extent they were deemed to be under
the common control of Wells Fargo Bank, N.A.
Stephens Inc. was the principal underwriter for Stagecoach and Overland
and the placement agent for Master Investment Trust. Although not an
affiliated person of the portfolios under Section 2(a)(3) of the 1940
Act, Section 17(a)(2) would have prohibited an in-kind distribution to
Stephens Inc., except a pro rata distribution made in reliance on Rule
17a-5 under the 1940 Act.
Stephens Inc.'s investment in the master portfolios as described below
was limited to the contribution of seed capital. In-kind distributions
were made to Stagecoach and Overland and return of capital contributions
were made to Stephens Inc.
<TABLE>
<CAPTION>
- ---------------------------- --------------------------------------------------------------------------------
% Owned of Master Portfolio by:
Master Portfolio
- ---------------------------- --------------------------------------------------------------------------------
- ---------------------------- -------------------------- -------------------------- --------------------------
Stagecoach Overland Stephens
- ---------------------------- -------------------------- -------------------------- --------------------------
- ---------------------------- -------------------------- -------------------------- --------------------------
<S> <C> <C> <C>
Asset Allocation 99.99 N/A 0.01
- ---------------------------- -------------------------- -------------------------- --------------------------
- ---------------------------- -------------------------- -------------------------- --------------------------
Cash Investment Trust N/A 99.99 0.01
- ---------------------------- -------------------------- -------------------------- --------------------------
- ---------------------------- -------------------------- -------------------------- --------------------------
Government-Corp. Income N/A 99.99 0.01
- ---------------------------- -------------------------- -------------------------- --------------------------
- ---------------------------- -------------------------- -------------------------- --------------------------
Capital Appreciation 22.29 77.70 0.01
- ---------------------------- -------------------------- -------------------------- --------------------------
- ---------------------------- -------------------------- -------------------------- --------------------------
Corporate Stock 99.99 N/A 0.01
- ---------------------------- -------------------------- -------------------------- --------------------------
- ---------------------------- -------------------------- -------------------------- --------------------------
Municipal Income N/A 99.99 0.01
- ---------------------------- -------------------------- -------------------------- --------------------------
- ---------------------------- -------------------------- -------------------------- --------------------------
Small Cap 89.24 10.75 0.01
- ---------------------------- -------------------------- -------------------------- --------------------------
- ---------------------------- -------------------------- -------------------------- --------------------------
Tax-Free Money Market 32.44 67.55 0.01
- ---------------------------- -------------------------- -------------------------- --------------------------
- ---------------------------- -------------------------- -------------------------- --------------------------
U.S. Government Allocation 99.99 N/A 0.01
- ---------------------------- -------------------------- -------------------------- --------------------------
</TABLE>
17. Not applicable.
18. Has the fund distributed all of its assets to the fund's interestholders?
[X] Yes [ ] No
19. Are there any interestholders who have not yet received distributions in
complete liquidation of their interests?
[ ] Yes [X] No
III. Assets and Liabilities
20. Does the fund have any assets as of the date this form is filed?
[ ] Yes [X] No
21. Does the fund have any outstanding debts (other than face-amount
certificates if the fund is a face-amount certificate company) or any
other liabilities?
[ ] Yes [X] No
IV. Information About Event(s) Leading to Request for Deregistration
22. (a) List the expenses incurred in connection with the Merger or
Liquidation:
(i) Legal expenses: $18,392.00
(ii) Accounting expenses: Not applicable.
(iii) Other expenses (list and identify separately):
Interestholder Reports $8,000.00
(iv) Total expenses (sum of lines (i)-(iii) above): $26,392.00
(b) How were those expenses allocated? Not applicable.
(c) Who paid those expenses?
The Administrator, Wells Fargo Bank, N.A., paid the expenses
of the liquidation.
(d) How did the fund pay for unamortized expense (if any)? Not
applicable.
23. Has the fund previously filed an application for an order of the
Commission regarding the Merger or Liquidation?
[ ] Yes [X] No
V. Conclusion of Fund Business
24. Is the fund a party to any litigation or administrative proceeding?
[ ] Yes [X] No
25. Is the fund now engaged, or intending to engage, in any business
activities other than those necessary for winding up its affairs?
[ ] Yes [X] No
VI. Mergers Only (Not Applicable)
VERIFICATION
The undersigned states that (i) he has executed this Form N-8F/A second
amended application for an order under section 8(f) of the Investment Company
Act of 1940 on behalf of Master Investment Trust, (ii) he is the Secretary and
Treasurer of Master Investment Trust, and (iii) all actions by interestholders,
trustees, and any other body necessary to authorize the undersigned to execute
and file this Form N-8F/A second amended application have been taken. The
undersigned also states that the facts set forth in this Form N-8F/A second
amended application are true to the best of his knowledge, information and
belief.
/s/ Richard H. Blank, Jr.
--------------------------
Richard H. Blank, Jr.
