<PAGE> 1
As filed with the Securities and Exchange Commission on November 17, 1995
Registration No. 33-54126; 811-7332
=========================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [ ]
Post-Effective Amendment No. 10 [X]
AND
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [ ]
Amendment No. 14 [X]
(Check appropriate box or boxes)
STAGECOACH 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) 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
2000 Pennsylvania Avenue, N.W.
Washington, D.C. 20006
It is proposed that this filling will become effective (check appropriate box):
[X] Immediately upon filing pursuant [ ] on _________, pursuant
to Rule 485(b), or to Rule 485(b) , or
[ ] 60 days after filing pursuant [ ] on _________, pursuant
to Rule 485(a), or to Rule 485(a).
[ ] 75 days after filing pursuant [ ] on (date) pursuant to
paragraph (a) (2) paragraph (a) (2) of Rule 485
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 1940, as amended. The Registrant filed
the notice required by Rule 24f-2 for its most recent fiscal period ended
February 28, 1995 on April 27, 1995.
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This Post-Effective Amendment to the Registrant's Registration Statement has
been executed by Master Investment Portfolio (a registered investment company
with separate series in which certain of the Registrant's series invest
substantially all of their assets) and its trustees and principal officers.
CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933(1)
<TABLE>
<CAPTION>
Title of Securities Being Amount Being Proposed Maximum Proposed Maximum Amount of Fee
Registered Registered(2) Offering Price Per Aggregate Offering
Unit(2) Price(3)
<S> <C> <C> <C> <C>
- -----------------------------------------------------------------------------------------------------------------------------
Asset Allocation Fund 4,183,406 $11.45 $47,899,999 $ 9,580
- -----------------------------------------------------------------------------------------------------------------------------
Bond Index Fund 3,265,097 9.77 31,899,998 6,380
- -----------------------------------------------------------------------------------------------------------------------------
Growth Stock Fund 325,733 15.35 5,000,002 1,000
- -----------------------------------------------------------------------------------------------------------------------------
Money Market Fund 26,300,000 1.00 26,300,000 5,260
- -----------------------------------------------------------------------------------------------------------------------------
Short-Intermediate Term Fund 3,530,032 9.49 33,500,004 6,700
- -----------------------------------------------------------------------------------------------------------------------------
S&P 500 Stock Fund 19,059,181 13.18 251,200,005 50,240
- -----------------------------------------------------------------------------------------------------------------------------
U.S. Treasury 541,401 9.42 5,099,997 1,020
Allocation Fund
- -----------------------------------------------------------------------------------------------------------------------------
Total Fee N/A N/A N/A $80,180
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>
__________________________________
(1) The Registrant also has registered an indefinite number of shares of
its Common Stock, $0.001 par value, under the Securities Act of 1933, pursuant
to Rule 24f-2(a)(1) under the Investment Company Act of 1940, and will file the
Rule 24f-2 Notice relating to such shares for the fiscal year ending February
29, 1996 with the Securities and Exchange Commission on or about April 26, 1996.
(2) Estimated on the basis of the share prices in effect on November 15,
1995 solely for the purpose of calculating the registration fee.
(3) The respective maximum aggregate offering prices for shares of
common stock of the Asset Allocation Fund, Bond Index Fund, Growth and Income
Fund, Growth Stock Fund, Money Market Fund, Short-Intermediate Term Fund, S&P
500 Stock Fund and U.S. Treasury Allocation Fund are calculated pursuant to Rule
24e-2 under the Investment Company Act of 1940.
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CONTENTS OF AMENDMENT
This Post-Effective Amendment No. 10 and Amendment No. 14 to the
Registration Statement of Stagecoach Inc. is comprised of the following papers
and documents:
1. The facing sheet to register a definite number of shares of
beneficial interest;
2. Signatures pages; and
3. Exhibit 99.B10, the opinion and consent of Morrison & Foerster,
counsel to the Registrant, as to the legality of the shares
being registered.
With the exception of the items listed above, this Post-Effective
Amendment No. 10 under the Securities Act of 1933 and Amendment No. 14 under
the Investment Company Act of 1940 incorporates by reference all materials
filed as part of Post-Effective Amendment No. 9 and Amendment No. 13 to Form
N-1A for Stagecoach Inc., File Nos. 33-54126 and 811-7332.
The sole purpose of this Post-Effective Amendment No. 10 and Amendment
No. 14 is to register a definite number of additional shares of beneficial
interest of Stagecoach Inc., pursuant to Rule 24e-2(a) under the Investment
Company Act of 1940.
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PART C
OTHER INFORMATION
Item 24. Financial Statements and Exhibits
(b) Exhibits
(Ex 99.B10) Opinion and consent of Morrison & Foerster
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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 its
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 17th day of November, 1995.
STAGECOACH 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
--------- -----
/s/R. Greg Feltus Director, Chairman and President
----------------- (Principal Executive Officer)
(R. Greg Feltus)
/s/Richard H. Blank, Jr. Secretary and Treasurer
------------------------ (Principal Financial Officer)
(Richard H. Blank, Jr.)
/s/Jack S. Euphrat Director
------------------
(Jack S. Euphrat)
/s/Thomas S. Goho Director
-----------------
(Thomas S. Goho)
/s/Zoe Ann Hines Director
----------------
(Zoe Ann Hines)
/s/W. Rodney Hughes Director
-------------------
(W. Rodney Hughes)
/s/Robert M. Joses Director
------------------
(Robert M. Joses)
/s/J. Tucker Morse Director
------------------
(J. Tucker Morse)
November 17, 1995
*By /s/Richard H. Blank, Jr.
------------------------
(Richard H. Blank, Jr.)
As Attorney-in-Fact
<PAGE> 6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this
Post-Effective Amendment to the 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 17th day of November, 1995.
MASTER INVESTMENT PORTFOLIO
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
Registration Statement on Form N-1A has been signed below by the following
persons in the capacities and on the date indicated:
Signature Title
--------- -----
/s/R. Greg Feltus Chairman, President (Principal
----------------- Executive Officer) and Trustee
(R. Greg Feltus)
/s/Richard H. Blank, Jr. Secretary and Treasurer
------------------------ (Principal Financial Officer)
(Richard H. Blank, Jr.)
/s/ Jack S. Euphrat Trustee
-------------------
(Jack S. Euphrat)
/s/Thomas S. Goho Trustee
-----------------
(Thomas S. Goho)
/s/Zoe Ann Hines Trustee
----------------
(Zoe Ann Hines)
/s/W. Rodney Hughes Trustee
-------------------
(W. Rodney Hughes)
/s/Robert M. Joses Trustee
------------------
(Robert M. Joses)
/s/J. Tucker Morse Trustee
------------------
(J. Tucker Morse)
November 17, 1995
*By /s/Richard H. Blank, Jr.
------------------------
(Richard H. Blank, Jr.)
As Attorney-in-Fact
<PAGE> 7
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
Ex 99.B10 Opinion and consent of Morrison & Foerster
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EXHIBIT 99.B10
[MORRISON & FOERSTER LETTERHEAD]
November 17, 1995 (202)887-1530
Stagecoach Inc.
111 Center Street
Little Rock, Arkansas 72201
Re: Registration of Shares of Stagecoach Inc.'s Asset
Allocation, Bond Index, Growth Stock, Money Market,
Short-Intermediate Term, S&P 500 Stock, and U.S. Treasury
Allocation Funds (the "Funds")
Gentlemen:
Stagecoach Inc., a Maryland corporation (the "Company") has
requested our opinion in connection with the registration by the Company of a
definite number of shares of capital stock (the "Shares") of the Company,
pursuant to Post-Effective Amendment No. 10 and Amendment No. 14 to the
Company's Registration Statement on Form N-1A (SEC File Nos. 33-54126 and
811-7332) under the Securities Act of 1933 and the Investment Company Act of
1940. The registration of such Shares is being made in reliance on Rule 24e-2
under the Investment Company Act of 1940.
We have examined documents relating to the organization of the
Company and the authorization and issuance of shares of the Funds. We have
also made such inquiries of the Company and examined such questions of law as
we have deemed necessary for the purpose of rendering the opinion set forth
herein. We have assumed the genuineness of all signatures and the authenticity
of all items submitted to us as originals and the conformity with originals of
all items submitted to us as copies.
Based upon and subject to the foregoing, we are of the opinion
that:
The issuance of the Shares registered pursuant to Rule 24e-2 has
been duly and validly authorized by all appropriate corporate action and,
assuming delivery by sale or in accord with the Company's dividend reinvestment
plan in accordance with the Company's then-current Registration Statement under
the Securities Act of 1933, the Shares will be validly issued, fully paid and
nonassessable by the Company.
We consent to the submission of a copy of this opinion to the
Securities and Exchange Commission in connection with the registration of a
definite number of shares in Post-Effective Amendment No. 10 and Amendment No.
14 to the Company's Registration Statement, as contemplated in Rule 24e-2 under
the Investment Company Act of 1940.
The opinion given above is subject to the condition that the
Company shall have complied or will comply with the provision of any applicable
laws, regulations and permits of any state or foreign country in which any of
the Shares are sold or are issued in accord with the Company's dividend
reinvestment plan.
Very truly yours,
MORRISON & FOERSTER
