SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
March 1, 2000
FORM N-8F/A
AMENDED APPLICATION FOR DEREGISTRATION FILED PURSUANT TO SECTION 8(f)
OF THE INVESTMENT COMPANY ACT OF 1940
The undersigned investment company hereby amends its application to the
Securities and Exchange Commission for an order of deregistration filed
September 29, 1999 under and pursuant to the provisions of Section 8(f) of the
Investment Company Act of 1940 (the "Act") and in connection with such
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
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I. General Identifying Information
1. Reason fund is applying to deregister (check only one; for descriptions, see Instruction 1 above):
[ ] 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 and Corporate Stock
Master Portfolios only)
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 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 Holders with written notice
of the liquidation.
II. Distributions to Shareholders
16. Has the fund distributed any assets to its shareholders 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?
[ ] Yes [X] No
(c) Were the distributions made pro rata based on share ownership?
[X] Yes [ ] No
(d) Not applicable.
(e) Not applicable.
17. Not applicable.
18. Has the fund distributed all of its assets to the fund's shareholders?
[X] Yes [ ] No
19. Are there any shareholders 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: N/A
(iii) Other expenses (list and identify separately):
Shareholder Reports $8,000.00
(iv) Total expenses (sum of lines (i)-(iii) above): $26,392.00
(b) How were those expenses allocated? N/A
(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)? N/A
23. Has the fund previously filed an application for an order of the Commission regarding the Merger of 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)
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VERIFICATION
The undersigned states that (i) he has executed this Form N-8F/A 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 amended application have been taken. The undersigned
also states that the facts set forth in this Form N-8F/A amended application are
true to the best of his knowledge, information and belief.
/s/ Richard H. Blank, Jr.
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Richard H. Blank, Jr.
