<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )
/x/ Filed by the Registrant
Filed by a Party other than the Registrant
Check the appropriate box:
/ / Preliminary Proxy Statement / / Confidential for Use of the Com-
mission Only (as permitted by
Rule 14a-6(e)(2))
/x/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
Stagecoach Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/ / $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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/x/ Fee paid previously with preliminary materials.
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/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(4) Date Filed:
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<PAGE> 2
PROXY STATEMENT
NOVEMBER 2, 1995
STAGECOACH INC.
111 CENTER STREET
LITTLE ROCK, ARKANSAS 72201
INTRODUCTION
This Proxy Statement is being furnished to shareholders of the
following funds (each, a "Fund" and collectively, the "Funds") of Stagecoach
Inc. (the "Company"): the Asset Allocation, Bond Index, S&P 500 Stock, U.S.
Treasury Allocation, Growth Stock, Short-Intermediate Term and Money Market
Funds. The Proxy Statement is being furnished in connection with the
solicitation of proxies by the Company's Board of Directors to be used at a
Special Meeting of Shareholders (the "Special Meeting"), and any adjournments
thereof, of the Funds to be held on Tuesday, December 5, 1995 beginning at
11:00 a.m. (Central time) at the Company's principal executive office, 111
Center Street, Little Rock, Arkansas 72201. Your proxy is being solicited for
the purposes set forth below and in the accompanying Notice of Special Meeting.
Shareholders of record of each Fund at the close of business on
October 11, 1995 (the "Record Date") are entitled to notice of and to vote at
the Special Meeting and any adjournment(s) thereof. Each Fund share
outstanding as of the Record Date is entitled to a single vote. As of the
Record Date each Fund had the number of shares outstanding listed on Appendix A
attached hereto. This Proxy Statement and the Proxy Ballot are first being
mailed to shareholders on or about November 2, 1995. The Company will furnish,
without charge, a copy of its annual report and most recent semi-annual report
upon request directed to the Company at its principal executive office or by
calling the Company at 1-800-222-8222.
The Funds (other than the Money Market Fund) are "feeder" funds in a
master/feeder structure whereby each Fund invests all of its assets in a
corresponding portfolio (a "Master Portfolio") of Master Investment Portfolio
("MIP") or Managed Series Investment Trust ("MSIT") that has the same
investment objective as the Fund. The Asset Allocation, Bond Index, S&P 500
Stock and U.S. Treasury Allocation Funds (collectively, the "Structured Funds")
invest substantially all of their assets in the Asset Allocation, Bond Index,
S&P 500 Index and the U.S. Treasury Allocation Master Portfolios (collectively,
the "Structured Master Portfolios"), respectively, of MIP. The Growth Stock
Fund and Short-Intermediate Term Fund (collectively, the "Actively Managed
Funds") invest substantially all of their assets in the Growth Stock Master
Portfolio and the Short-Intermediate Term Master Portfolio (collectively, the
"Actively Managed Master Portfolios"), respectively, of MSIT. Pursuant to
certain pass-through voting procedures adopted by the Structured Funds and the
Actively Managed Funds, the Company will vote each Fund's interests in the
corresponding Master Portfolios on matters presented at the Special Meeting
relating to such Master Portfolio in proportion to the votes it received from
the shareholders of the Fund. The Money Market Fund is not part of a
"master/feeder" structure and shareholders of the Money Market Fund will vote
directly on the matters presented at the Special Meeting.
At the Special Meeting, the shareholders of each Fund will be
asked to consider and approve the proposals (each, a "Proposal" and together,
the "Proposals") discussed below.
1
<PAGE> 3
The following table sets forth the Proposals which shareholders of
each Fund will be asked to vote upon.
<TABLE>
<CAPTION>
Proposal Proposal Proposal Proposal Proposal
Fund 1 2A 2B 3A 3B
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1. Structured Funds
Asset Allocation X
Bond Index X
S&P 500 Stock X
U.S. Treasury Allocation X
2. Actively Managed Funds
Growth Stock X X
Short-Intermediate Term X X
Money Market Fund X X
</TABLE>
Proposal 1 The shareholders of each Structured Fund are being
asked to authorize the Company to vote each Fund's
interests in the corresponding Master Portfolio of
MIP to approve a new Investment Advisory Contract
between MIP, on behalf of such Master Portfolio
and BZW Global Investors, as adviser.
Proposal 2A The shareholders of each Actively Managed Fund are
being asked to authorize the Company to vote each
Fund's interests in the corresponding Master
Portfolio of MSIT to approve a new Investment
Advisory Contract between MSIT, on behalf of such
Master Portfolio, and BZW Global Investors, as
adviser.
Proposal 2B The shareholders of each Actively Managed Fund are
being asked to authorize the Company to vote each
Fund's interests in the corresponding Master
Portfolio of MSIT to approve a new Sub-Advisory
Contract among MSIT, on behalf of such Master
Portfolio, BZW Global Investors, as adviser, and
Wells Fargo Bank, N.A. ("Wells Fargo Bank"), as
sub-adviser.
Proposal 3A The shareholders of the Money Market Fund are being
asked to approve a new Investment Advisory Contract
between the Company, on behalf of the Fund, and BZW
Global Investors, as adviser.
Proposal 3B The shareholders of the Money Market Fund are being
asked to approve a new Sub-Advisory Contract
among the Company, on behalf of the Fund, BZW Global
Investors, as adviser, and Wells Fargo Bank, as
sub-adviser.
Approval of each Proposal is contingent upon both shareholder
approval and the completion of the transactions contemplated by an agreement
pursuant to which (i) Wells Fargo Bank, The Nikko Securities Co., Ltd.
("Nikko") and certain of their affiliates (collectively, the "Sellers") have
agreed to sell Wells Fargo Nikko Investment Advisors ("WFNIA") to Barclays Bank
PLC or certain of its affiliates (collectively, "Barclays") and (ii) Wells
Fargo Bank has agreed to sell its 401(K) MasterWorks Division (the "MasterWorks
Division") to Barclays (collectively, the "Sale"). Barclays has indicated that
it intends to reorganize WFNIA into an entity that will be named "BZW Global
Investors." In connection with the sale of WFNIA and the MasterWorks Division,
the Board of Directors of the Company has approved the appointment of BZW
Global Investors as investment adviser to each Master Portfolio and the Money
Market Fund and the termination of the existing advisory agreements with Wells
Fargo Bank. The Board of Directors has also approved the appointment of Wells
Fargo Bank as sub-adviser to the Actively Managed Master Portfolios and the
Money Market Fund. Also in connection with the Sale, the Board of Trustees of
MIP and MSIT have each approved the appointment of BZW Global Investors as
investment adviser to their respective Master Portfolios and the Board of
Trustees of MSIT has approved the appointment of Wells Fargo Bank as
sub-adviser to the Actively Managed Master Portfolios.
If, by the time scheduled for the Special Meeting, a quorum is not
present or if a quorum is present but sufficient votes in favor of any of the
Proposals are not received, the persons named as Proxy Agents may propose one
or more adjournment(s) of the Special Meeting to permit further solicitation of
proxies. Any such adjournment(s) will require the affirmative vote of a
majority of the shares present in person or by proxy at the session of the
Special Meeting to be adjourned.
Action on each Proposal will be determined separately for each
Fund. If one or more of the Funds vote against any Proposal, the Company's
Board of Directors will consider what action to take, including whether to
retain the current advisory arrangements for such Funds. The Company will vote
each Fund's interests in the corresponding Master Portfolio in the manner
authorized by that Fund's shareholders on the accompanying Proxy Ballot.
All information contained in these proxy materials related to
Barclays and BZW Global Investors has been supplied by Barclays. The Company
accepts no responsibility for such information.
2
<PAGE> 4
BACKGROUND
The Company, an open-end management investment company consisting
of fourteen separate series, including the Funds, was incorporated as a
Maryland corporation on October 15, 1992. Each Fund, with the exception of the
Money Market Fund, operates as part of a "master/feeder" structure whereby the
Fund invests all of its assets in a corresponding Master Portfolio of either
MIP or MSIT, each of which is also an open-end management investment company.
Wells Fargo Bank currently serves as investment adviser to each Master
Portfolio and the Money Market Fund pursuant to various advisory agreements
(the "Current Advisory Contracts"). Wells Fargo Bank, a wholly owned
subsidiary of Wells Fargo & Company, was founded in 1852 and is one of the
largest banks in the United States. WFNIA currently serves as the sub-adviser
to the Structured Master Portfolios pursuant to a Sub-Investment Advisory
Agreement among MIP, on behalf of the Structured Master Portfolios, Wells Fargo
Bank, as adviser, and WFNIA (the "Current Sub-Advisory Contract"). The
Actively Managed Master Portfolios and the Money Market Fund are not currently
sub-advised. A subsidiary of Wells Fargo Bank and a subsidiary of Nikko each
presently owns a fifty percent general partnership interest in WFNIA, a
California general partnership.
On June 21, 1995, the Sellers entered into a Purchase and
Assumption Agreement (as amended the "Selling Agreement"), providing for the
sale of their interest in WFNIA to Barclays and the sale by Wells Fargo Bank of
the MasterWorks Division to Barclays. The consummation of the Sale, with the
Transactions related thereto, is tentatively scheduled to occur on or about
December 31, 1995.
The Company's Board of Directors has approved the termination of
the Current Advisory Contracts for each Master Portfolio and the Money Market
Fund and has approved their replacement with new investment advisory contracts
(the "Proposed Advisory Contracts") appointing BZW Global Investors as
investment adviser to each Master Portfolio and the Money Market Fund, in each
case conditioned upon consummation of the Sale. As more fully described below,
the Board of Directors of the Company believes that WFNIA has provided valuable
services as sub-adviser to the Structured Master Portfolios and believes that
BZW Global Investors (as the successor to WFNIA and WFNIA's business
operations) should continue to provide valuable services as investment adviser
to each Master Portfolio and the Money Market Fund. Therefore, the Board of
Directors recommends that the shareholders of each Fund vote to approve the
Proposed Advisory Contracts.
In accordance with the Investment Company Act of 1940 (the "1940
Act") the Current Sub-Advisory Contract for the Structured Master Portfolios
terminates automatically in the event of an assignment, which includes a change
in control of WFNIA. As discussed above, the Company's Board of Directors has
approved the Proposed Advisory Contract appointing BZW Global Investors
(WFNIA's successor in interest) as investment adviser to the Structured Master
Portfolios. Since BZW Global Investors would perform the sub-advisory services
previously performed by WFNIA under the Current Sub-Advisory Contracts, as well
as the advisory services previously performed by Wells Fargo Bank under the
Current Advisory Contracts, the Board of Directors is not proposing a new
sub-advisory contract for the Structured Master Portfolios.
The Board of Directors has also approved entering into new
sub-advisory contracts (the "Proposed Sub-Advisory Contracts") with Wells Fargo
Bank pursuant to which Wells Fargo Bank would act as sub-adviser to the
Actively Managed Master Portfolios and the Money Market Fund. The approval of
the Proposed Sub-Advisory Contracts is also conditioned upon consummation of
the Sale. The Actively Managed Master Portfolios and the Money Market Fund are
currently advised by Wells Fargo Bank and do not have a sub-adviser. The Board
of Directors of the Company believes that Wells Fargo Bank has provided
valuable portfolio-management services as the current investment adviser to
each Actively Managed Master Portfolio and the Money Market Fund and further
believes that Wells Fargo Bank would continue to provide valuable
portfolio-management services as sub-adviser to the Actively Managed Master
Portfolios and the Money Market Fund. Therefore, the Board of Directors
recommends that
3
<PAGE> 5
shareholders of the Actively Managed Funds and the Money Market Fund vote to
approve the Proposed Sub-Advisory Contracts.
Barclays is one of the oldest and largest banking and financial
services institutions in the world, with $264 billion in total assets as of
June 30, 1995. Barclays has indicated that it intends to reorganize WFNIA into
one of WFNIA's current partners, which would be renamed BZW Global Investors.
As used throughout these materials, "BZW Global Investors" refers to BZW Global
Investors or any other entity that succeeds to the business and operations of
WFNIA simultaneously with the consummation of the Sale or, if there is no such
successor, to WFNIA itself (after the Sale). Barclays has advised the
Company's Board of Directors that BZW Global Investors intends to continue
WFNIA's operation with the current management, investment professionals, and
resources essentially intact and that BZW Global Investors will be able to
perform the investment advisory services it would be obligated to perform
under the Proposed Advisory Contracts, subject to its delegation to Wells Fargo
Bank of the obligation to perform certain of those services with respect to the
Actively Managed Master Portfolios and the Money Market Fund.
Barclays has agreed in the Selling Agreement to pay to Wells Fargo
Bank and Nikko, together with its affiliated Sellers, approximately $443
million, subject to various adjustments, for the acquisition of WFNIA and the
MasterWorks Division and, subject to certain continuity conditions, to make
monthly payments to Wells Fargo Bank together with its affiliated Sellers, at
the annual rate of 0.15% of the aggregate value of the interests held by retail
shareholders of Stagecoach Trust in the LifePath master portfolios of MIP. In
the Selling Agreement, the Sellers affiliated with Wells Fargo Bank agreed,
among other things, to use their best efforts to obtain the investment advisory
approvals that are being sought in this Proxy Statement.
The consummation of the Sale is subject to a number of conditions
set forth in the Selling Agreement, which include, among other things: (i) the
receipt of various regulatory approvals, (ii) confirmation that the
representations and warranties contained in the Selling Agreement are true and
correct, (iii) the absence of litigation seeking to restrain the acquisition or
seeking substantial damages in connection therewith and (iv) the receipt of
various legal opinions.
The Sellers affiliated with Wells Fargo Bank and Barclays have
agreed to use their best efforts to meet the requirements for the exemption
offered by Section 15(f) of the 1940 Act to an investment adviser that receives
"any amount or benefit" in connection with the sale of interests that
constitutes a "change in control" of the adviser, provided they will not be
required to do so to the extent that the Securities and Exchange Commission
issues an exemptive order relative to Section 15(f) with respect to the Sale.
The exemption under Section 15(f) is available provided that two conditions are
satisfied: (1) for a three-year period following the transaction, the Company
maintains a Board of Directors at least 75% of whose members are not
"interested persons" of the Sellers, Barclays or WFNIA, and (2) no "unfair
burden" is imposed on the Company as a result of the transaction. As defined
in the 1940 Act, the term "unfair burden" includes any arrangement during the
two year period after the transaction whereby the adviser (or predecessor or
successor adviser), or any interested person of such adviser, receives or is
entitled to receive any compensation, directly or indirectly, from the
investment company or its security holders (other than fees for bona fide
investment advisory or other services) or from any person in connection with
the purchase or sale of securities or other property to, from or on behalf of
the investment company (other than fees for bona fide brokerage and principal
underwriting services). No such compensation arrangements are contemplated
under the Selling Agreement. Barclays and Wells Fargo Bank have agreed, for at
least two years following consummation of the Sale, not to take or recommend
any act that would constitute an unfair burden on the Funds.
4
<PAGE> 6
BOARD APPROVAL
At a meeting held on October 10, 1995, the Company's Board of
Directors and the Boards of Trustees of MIP and MSIT considered and approved
the termination of the Current Advisory Contracts with Wells Fargo Bank and
considered and approved the Proposed Advisory Contracts appointing BZW Global
Investors as investment adviser to each Master Portfolio. On the same date,
the Company's Board of Directors and MSIT's Board of Trustees considered and
approved the Proposed Sub-Advisory Contracts with Wells Fargo Bank for each of
the Actively Managed Master Portfolios and the Company's Board of Directors
also considered and approved the Proposed Advisory Contract and the Proposed
Sub-Advisory Contract for the Money Market Fund. The approvals were
conditioned upon shareholder approval of the Proposals and consummation of the
Sale.
In approving the termination of the Current Advisory Contracts and
the adoption of the Proposed Advisory Contracts and recommending the approval
of the Proposed Advisory Contracts to the applicable shareholders/
interestholders of each Fund/Master Portfolio, the Directors and the Trustees
considered, among other things, the following: (i) the terms of the Proposed
Advisory Contracts, including the level of fees; (ii) the general capabilities
of BZW Global Investors and the ability of BZW Global Investors to serve each
Master Portfolio and the Money Market Fund as investment adviser after the
Sale; (iii) the depth and investment experience of the portfolio management
staff of WFNIA, including those persons who would be involved with the daily
management of each Master Portfolio and the Money Market Fund by BZW Global
Investors; (iv) the continued employment by BZW Global Investors of investment
professionals who previously were employed by WFNIA and, with respect to the
Asset Allocation and U.S. Treasury Allocation Master Portfolios, the continued
use by BZW Global Investors of the computer-based allocation models presently
used to manage such Master Portfolios; and (v) written materials and in-person
presentations by Barclays and Wells Fargo Bank.
In addition, the Board also noted that Wells Fargo Bank had
previously served competently as the principal investment adviser to each
Master Portfolio and the Money Market Fund and has considerable experience
managing other actively managed funds.
In approving the Proposed Sub-Advisory Contracts and recommending
the approval of the Proposed Sub-Advisory Contracts to the applicable
shareholders/interestholders of the Actively Managed Funds, the Money Market
Fund, and the Actively Managed Master Portfolios, the Company's Directors and
MSIT's Trustees considered, among other things, the following: (i) the terms
of the Proposed Sub-Advisory Contracts, including the level of fees; (ii) the
general capabilities of Wells Fargo Bank and the ability of Wells Fargo Bank
to serve the Actively Managed Master Portfolios and the Money Market Fund as
sub-adviser after the Sale; (iii) the depth and investment experience of the
portfolio management staff of Wells Fargo Bank, including those persons who
would be involved in the daily management of each Actively Managed Master
Portfolio and the Money Market Fund; (iv) the general capabilities of BZW
Global Investors and the ability of BZW Global Investors, as investment
adviser, to oversee the activities of Wells Fargo Bank as sub-adviser;
and (v) written materials and in-person presentations by Barclays and
Wells Fargo Bank.
In approving the Proposed Advisory Contracts and the Proposed
Sub-Advisory Contracts, the Board noted that Barclays and its affiliates,
including BZW Asset Management ("BZWAM"), have considerable experience in
managing fund assets and had approximately $35 billion in
quantitative fund assets under management, out of approximately $86 billion of
total assets under management as of June 30, 1995. In addition, BZWAM is part
of the BZW Division of Barclays which offers a full range of investment
banking, capital markets and asset management services. Therefore, through BZW
Global Investors' relationship with Barclays and BZWAM, the Board believes that
there would be significant financial expertise potentially available to each
Structured Master Portfolio. The Board also noted Barclays' stated commitment
to the financial services industry and long-term goal of maintaining a position
as a fund manager in the United States.
5
<PAGE> 7
In approving the Proposed Advisory Contracts and the Proposed
Sub-Advisory Contracts, the Board noted that, due to the acquisition by
Barclays of the MasterWorks Division, Barclays will have a strong business
interest in the development and operation of the Company, MIP and MSIT upon
consummation of the Sale. Currently, a substantial majority of the assets
invested in the Company's Funds and, therefore, indirectly in MIP and MSIT, are
attributable to clients of the MasterWorks Division. As the proposed new owner
of the MasterWorks Division, Barclays has sought approval of the Company's
Board of Directors and MIP's and MSIT's respective Boards of Trustees of an
arrangement whereby BZW Global Investors, WFNIA's successor, would serve as the
primary adviser to each Actively Managed Master Portfolio and the Money Market
Fund. As noted above, the Boards approved this proposal on October 10, 1995.
If any of the Proposed Advisory Contracts or Proposed Sub-Advisory
Contracts is not approved by a Fund's Shareholders and the Sale is nevertheless
consummated, the Board will determine the appropriate actions to be taken with
respect to such Fund's advisory arrangements at that time. If the Sale is not
consummated, the Current Advisory and Sub-Advisory Contracts will remain in
place.
PROPOSAL 1
AUTHORIZE THE COMPANY TO VOTE YOUR FUND'S INTERESTS
IN THE CORRESPONDING STRUCTURED MASTER PORTFOLIO OF
MIP TO APPROVE A NEW INVESTMENT ADVISORY
CONTRACT FOR SUCH STRUCTURED MASTER
PORTFOLIO
In connection with and conditioned upon the Sale, the Company's
Board of Directors and MIP's Board of Trustees each approved the engagement of
BZW Global Investors as the investment adviser to each of the Structured Master
Portfolios pursuant to separate Investment Advisory Contracts (the "Proposed
MIP Advisory Contracts") between MIP, on behalf of each Structured Master
Portfolio, and BZW Global Investors, as adviser. Shareholders of the
Structured Funds are hereby asked to authorize the Company to vote each Fund's
interests in the corresponding Master Portfolio of MIP in favor of the Proposed
MIP Advisory Contracts.1 The summary below of the Proposed MIP Advisory
Contracts is qualified in its entirety by reference to the form of MIP
Investment Advisory Contract which appears as Appendix F to this Proxy
Statement.
COMPARISON OF PROPOSED MIP ADVISORY CONTRACTS WITH CURRENT MIP ADVISORY
CONTRACT
Currently, Wells Fargo Bank serves as investment adviser to each
Structured Master Portfolio pursuant to an Investment Advisory Agreement dated
February 25, 1994 (the "Current MIP Advisory Contract"). The Current MIP
Advisory Contract was last reapproved by the Company's Board of Directors at
its February 1, 1995 Board meeting. The Current MIP Advisory Contract was last
submitted to a vote of each Structured Fund's shareholders on January 11, 1994,
at which time the shareholders of each Fund voted to approve the Contract in
connection with the reorganization of the Funds into a "master/feeder"
structure. The Proposed MIP Advisory Contracts were approved by the Company's
Board of Directors, including a majority of the Directors who are not parties
to the Proposed MIP Advisory Contracts or interested persons of any such
parties, at a meeting of the Board of Directors on October 10, 1995. MIP's
Board of Trustees approved the Proposed MIP Advisory Contracts on the same
__________________________________
(1) The "Structured Funds" are the Asset Allocation, Bond Index, S&P 500
Stock and U.S. Government Allocation Funds of the Company. The "Structured
Master Portfolios" are the Asset Allocation, Bond Index, S&P 500 Index and U.S.
Government Allocation Master Portfolios of MIP.
6
<PAGE> 8
date. This approval was made contingent on shareholder approval of the
Proposed MIP Advisory Contracts and on consummation of the Sale.
Under the Current MIP Advisory Contract, Wells Fargo Bank, subject
to the overall supervision of the Board of Trustees of MIP, performs certain
advisory services for each Structured Master Portfolio. These services include
investing and reinvesting the assets of each Structured Master Portfolio in
accordance with such Master Portfolio's investment objectives, policies and
restrictions. Wells Fargo Bank provides guidance and policy direction in
connection with the daily portfolio management of each Master Portfolio and
furnishes periodic reports to MIP on the investment activity and performance of
each Master Portfolio. Pursuant to a Sub-Investment Advisory Agreement dated
February 25, 1994 among MIP, on behalf of the Structured Master Portfolios,
Wells Fargo Bank, as adviser, and WFNIA, as sub-adviser (the "Current MIP
Sub-Advisory Contract"), WFNIA provides sub-advisory services to each
Structured Master Portfolio. In this regard, WFNIA, subject to the overall
supervision of Wells Fargo Bank and MIP's Board of Trustees, provides
investment advisory assistance and the day-to-day management of each Structured
Master Portfolio's assets. WFNIA also is responsible for furnishing to Wells
Fargo Bank periodic reports on the investment activity and performance of each
Master Portfolio and, with respect to the Asset Allocation and U.S. Treasury
Allocation Master Portfolios, for implementing and monitoring the performance
of any computer-based investment model employed with respect to such Master
Portfolios. Wells Fargo Bank is responsible for supervising and monitoring the
performance of WFNIA as sub-adviser.
The Funds converted to a "master/feeder" structure on May 26, 1994.
For its services as investment adviser after conversion and pursuant to the
current MIP Advisory Contract, Wells Fargo Bank is entitled to receive from
each Structured Master Portfolio a monthly fee at the annual rate of 0.35%,
0.08%, 0.05% and 0.30% of the average daily value of the net assets of the
Asset Allocation, Bond Index, S&P 500 Index and U.S. Treasury Allocation Master
Portfolios, respectively. Prior to the conversion to master/feeder structure,
Wells Fargo Bank provided advisory services directly to each Fund. For its
services as investment adviser to each Fund prior to conversion, Wells Fargo
Bank was entitled to receive from each Structured Fund a monthly fee at the
annual rate of 0.65%, 0.17%, 0.04% and 0.75% of the average daily value of the
net assets of the Asset Allocation, Bond Index, S&P 500 Index and U.S. Treasury
Allocation Funds, respectively. For its services as investment adviser to the
Funds and Master Portfolios during the fiscal year ended February 28, 1995,
Wells Fargo Bank actually received a combined amount equal to 0.41%, 0.04%,
0.05% and 0.38% of the average daily value of the net assets of the Asset
Allocation, Bond Index, S&P 500 Stock and U.S. Treasury Allocation Funds,
respectively. The combined amounts reflect the combined fees paid by each Fund
and Master Portfolio and, in the case of the Bond Index and S&P 500 Stock
Funds, reflect certain waivers and/or reimbursements of advisory fees by Wells
Fargo Bank. There is no guarantee that such waivers and reimbursements will
continue. Wells Fargo Bank presently pays WFNIA a monthly fee at the annual
rate of 0.20%, 0.07%, 0.04% and 0.15% of the average daily value of the net
assets of the Asset Allocation, Bond Index, S&P 500 Index and U.S. Treasury
Allocation Master Portfolios, respectively, as compensation for its services as
sub-adviser.
The following tables set forth the aggregate dollar amount of
advisory and sub-advisory fees paid to Wells Fargo Bank by each Structured Fund
and each Structured Master Portfolio and the aggregate dollar amount of
advisory fees paid by Wells Fargo Bank to WFNIA for the fiscal year ended
February 28, 1995.
7
<PAGE> 9
Advisory Fees Paid to Wells Fargo Bank
<TABLE>
<CAPTION>
3/1/94 5/26/94 Fiscal Year
to to Ended
5/25/94 (1) 2/28/95(2) 2/28/95(3)
Fees Fees Total Fees
Fees Waived/ Fees Waived/ Total Waived/
FUND Paid Reimbursed Paid Reimbursed Fees Paid Reimbursed
---- ---- ---------- ---- ---------- --------- ----------
<S> <C> <C> <C> <C> <C> <C>
Asset Allocation $329,064 $ 0 $666,053 $ 0 $995,117 $ 0
Bond Index 0 6,449 34,581 8,713 34,581 15,162
S&P 500 Stock 33,202 0 138,830 17,864 172,032 17,864
U.S. Treasury 82,068 0 128,994 0 211,062 0
Allocation
</TABLE>
(1) Indicates amounts paid by each Fund to, and amounts waived/reimbursed
by, Wells Fargo Bank during the indicated period prior to the
master/feeder conversion.
(2) Indicates each Fund's pro rata portion of amounts paid by each Master
Portfolio to, and amounts waived/reimbursed by, Wells Fargo Bank
during the indicated period after the master/feeder conversion.
(3) Indicates total amounts paid and waived/reimbursed for the fiscal year
ended 2/28/95, on a combined basis.
Sub-Advisory Fees Paid by Wells Fargo Bank to WFNIA
<TABLE>
<CAPTION>
3/1/94 5/26/94 Fiscal Year
to to Ended
5/25/94 (1) 2/28/95(2) 2/28/95(3)
Fees Fees Total Fees
Fees Waived/ Fees Waived/ Total Waived/
FUND Paid Reimbursed Paid Reimbursed Fees Paid Reimbursed
---- ---- ---------- ---- ---------- --------- ----------
<S> <C> <C> <C> <C> <C> <C>
Asset Allocation $86,119 $ 0 $375,907 $ 0 $462,026 $ 0
Bond Index 1,264 0 39,197 0 40,461 0
S&P 500 Stock 13,586 0 117,651 0 131,237 0
U.S. Treasury 13,257 0 64,439 0 77,696 0
Allocation
</TABLE>
(1) Indicates amounts paid by Wells Fargo Bank to, and amounts
waived/reimbursed by, WFNIA for sub-advisory services to each Fund
during the indicated period prior to master/feeder conversion.
(2) Indicates amounts paid by Wells Fargo Bank to, and amounts
waived/reimbursed by, WFNIA for sub-advisory services to each Master
Portfolio during the indicated period after master/feeder conversion.
(3) Indicates total amounts paid and waived/reimbursed for the fiscal year
ended 2/28/95, on a combined basis.
8
<PAGE> 10
Under the Proposed MIP Advisory Contracts, BZW Global Investors
will assume the responsibility to perform all advisory and sub-advisory
services currently performed by Wells Fargo Bank and WFNIA under the Current
MIP Advisory Contract and Current MIP Sub-Advisory Contract, respectively, and
will be entitled to receive the same level of fees as Wells Fargo Bank now
receives under the Current MIP Advisory Contract. Under the 1940 Act and
pursuant to its terms, the Current MIP Sub-Advisory Contract is deemed to be
"assigned" and terminates automatically upon consummation of the Sale. Since
BZW Global Investors will perform as investment adviser those services
previously performed by WFNIA as sub-adviser, the Board of Directors has
approved the termination of the Current MIP Sub-Advisory Contract and has not
recommended the retention of a new sub-adviser.
If approved, each Proposed MIP Advisory Contract will become
effective on its execution date and will continue in effect for a period of
more than two years thereafter, provided such continuance is specifically
approved at least annually by MIP's Board of Trustees or in accordance with
certain other procedures (including shareholder vote) set forth in such
Contract. Each Proposed MIP Advisory Contract may be terminated by MIP on 60
days' written notice without the payment of any penalty by a vote of a majority
of the outstanding voting securities of the corresponding Master Portfolio or
by a vote of MIP's Board of Trustees. BZW Global Investors may also terminate
each Proposed MIP Advisory Contract upon 60 days' written notice to MIP.
BOARD OF DIRECTORS RECOMMENDATION
For the reasons discussed above under "Board Approval", MIP's
Board of Trustees and the Company's Board of Directors each unanimously voted
to replace the Current MIP Advisory Contract with Wells Fargo Bank as
investment adviser and to approve the Proposed MIP Advisory Contracts with BZW
Global Investors as investment adviser.
THE COMPANY'S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE TO
AUTHORIZE THE COMPANY TO VOTE YOUR FUND'S INTERESTS IN THE CORRESPONDING
STRUCTURED MASTER PORTFOLIO OF MIP TO APPROVE THE PROPOSED MIP ADVISORY
CONTRACT FOR SUCH STRUCTURED MASTER PORTFOLIO.
PROPOSAL 2A
AUTHORIZE THE COMPANY TO VOTE YOUR FUND'S INTERESTS IN THE
CORRESPONDING ACTIVELY MANAGED MASTER PORTFOLIO OF MSIT TO
APPROVE A NEW INVESTMENT ADVISORY CONTRACT FOR SUCH ACTIVELY
MANAGED MASTER PORTFOLIO
In connection with and conditioned upon the Sale, the Company's
Board of Directors and MSIT's Board of Trustees has approved the engagement of
BZW Global Investors as the investment adviser to each of the Actively Managed
Master Portfolios pursuant to separate Investment Advisory Contracts (the
"Proposed MSIT Advisory Contracts") between MSIT, on behalf of each Actively
Managed Master Portfolio, and BZW Global Investors, as adviser. The
Shareholders of the Actively Managed Funds are hereby asked to authorize the
Company to vote each Fund's interests in the corresponding Master Portfolio of
MSIT in favor of the Proposed MSIT Advisory Contracts.(2) The summary below of
the Proposed MSIT Advisory Contracts is qualified in its entirety by reference
to the form of MSIT Investment Advisory Contract which appears as Appendix F to
this Proxy Statement.
__________________________________
(2) The "Actively Managed Funds" are the Growth Stock Fund and the
Short-Intermediate Term Fund of the Company. The Actively Managed Master
Portfolios are the Growth Stock Master Portfolio and the Short-Intermediate
Term Master Portfolio of MSIT.
9
<PAGE> 11
COMPARISON OF PROPOSED MSIT INVESTMENT ADVISORY CONTRACTS WITH CURRENT MSIT
INVESTMENT ADVISORY CONTRACTS
Currently, Wells Fargo Bank serves as investment adviser to each
Actively Managed Master Portfolio pursuant to separate Investment Advisory
Agreements dated March 1, 1994 (the "Current MSIT Advisory Contracts"). The
Current MSIT Advisory Contracts were last reapproved by the Company's Board of
Directors at its February 1, 1995 Board meeting. The Current MSIT Advisory
Contracts were last submitted to a vote of the shareholders of each Actively
Managed Fund on January 11, 1994, at which time the shareholders of each Fund
voted to approve the applicable Contract in connection with the reorganization
of the Funds into a "master/feeder" structure. The Proposed MSIT Advisory
Contracts were approved by the Company's Board of Directors, including a
majority of the Directors who are not parties to the Proposed MSIT Advisory
Contracts or interested persons of any such parties, at a meeting of the Board
of Directors on October 10, 1995. The Board of Trustees of MSIT approved the
Proposed MSIT Advisory Contracts on the same date. The approvals were made
contingent on shareholder approval of the Proposed MSIT Advisory Contracts and
on completion of the Sale.
Under the Current MSIT Advisory Contracts, Wells Fargo Bank,
subject to the overall supervision of the Board of Trustees of MSIT, performs
certain advisory services for each Actively Managed Master Portfolio. These
services include investing and reinvesting the assets of each Actively Managed
Master Portfolio in accordance with such Master Portfolio's investment
objectives, policies and restrictions. Wells Fargo Bank has also provided
guidance and policy direction in connection with the daily portfolio management
of each Master Portfolio and furnishes periodic reports to MSIT on the
investment activity and performance of each Master Portfolio.
As discussed previously, the Funds converted to a "master/feeder"
structure on May 26, 1994. For its services as investment adviser to each
Actively Managed Master Portfolio after the conversion and pursuant to the
Current MSIT Advisory Contracts, Wells Fargo Bank presently is entitled to
receive from each Actively Managed Master Portfolio a monthly fee at the annual
rate of 0.60% and 0.45% of the average daily value of the net assets of the
Growth Stock and Short-Intermediate Term Master Portfolio, respectively. Prior
to the conversion to master/feeder structure, Wells Fargo Bank provided
advisory services directly to each actively Managed Fund. For its services as
investment adviser to such Funds prior to conversion, Wells Fargo Bank was
entitled to receive from each Fund a monthly fee at the annual rate of 0.65%
and 0.50% of the average daily value of the net assets of the Growth Stock and
Short-Intermediate Term Funds, respectively. For its services as investment
adviser during the fiscal year ended February 28, 1995 Wells Fargo Bank
actually received a combined amount equal to 0.57% and 0.14% of the average
daily value of the net assets of the Growth Stock Fund and the
Short-Intermediate Term Fund, respectively. The combined amounts reflect the
combined fees paid by each Fund and Master Portfolio and also reflect certain
waivers and/or reimbursements of advisory fees by Wells Fargo Bank. There is
no guarantee that such waivers and reimbursements will continue.
The following table sets forth the aggregate dollar amount of advisory
of paid to Wells Fargo Bank by each Actively Managed Fund and Actively Managed
Master Portfolio and the dollar amount of such fees waived or reimbursed by
Wells Fargo Bank for the fiscal year ended February 28, 1995.
10
<PAGE> 12
Advisory Fees Paid to Wells Fargo Bank
<TABLE>
<CAPTION>
3/1/94 5/26/94 Fiscal Year
to to Ended
5/25/94 (1) 2/28/95(2) 2/28/95(3)
Fees Fees Total Fees
Fees Waived/ Fees Waived/ Total Waived/
FUND Paid Reimbursed Paid Reimbursed Fees Paid Reimbursed
---- ---- ---------- ---- ---------- --------- ----------
<S> <C> <C> <C> <C> <C> <C>
Growth Stock $70,792 $ 0 $283,463 $16,451 $354,255 $16,451
Short-Intermediate 0 7,590 10,673 16,510 10,673 24,100
Term
</TABLE>
(1) Indicates amounts paid by each Fund to, and amounts waived/reimbursed
by, Wells Fargo Bank during the indicated period prior to
master/feeder conversion.
(2) Indicates each Fund's pro rata portion of amounts paid by each Master
Portfolio to, and amounts waived/reimbursed by, Wells Fargo Bank
during the indicated period after master/feeder conversion.
(3) Indicates total amounts paid and waived/reimbursed for the fiscal year
ended 2/28/95, on a combined basis.
Under the Proposed MSIT Advisory Contracts, BZW Global Investors
will agree to assume the responsibility to perform all advisory services
presently performed by Wells Fargo Bank under the Current MSIT Advisory
Contracts, and will be entitled to the same level of fees as Wells Fargo Bank
now receives under the Current MSIT Advisory Contracts. BZW Global Investors,
subject to the overall supervision of MSIT's Board of Trustees, will agree to
provide guidance and policy direction in connection with the management of the
assets of each Actively Managed Master Portfolio and to furnish MSIT's Board of
Trustees with periodic reports on each Master Portfolio's investment strategy
and performance. Pursuant to certain sub-advisory agreements (the "Proposed
MSIT Sub-Advisory Contracts"). Wells Fargo Bank continue to perform essentially
the same advisory services which it currently performs as principal investment
adviser, but will be subject to the overall supervision of BZW Global Investors
and MSIT's Board of Trustees in the performance of its duties. Pursuant to the
Proposed MSIT Sub-Advisory Contracts, BZW Global Investors has agreed to pay
0.15% and 0.10% of the average daily net assets of the Growth Stock Master
Portfolio and the Short-Intermediate Term Master Portfolio, respectively, to
Wells Fargo Bank for its services as sub-adviser. Because the sub-advisory fees
are payable by BZW Global Investors and not by each Actively Managed Master
Portfolio, the level of aggregate fees payable by each such Master Portfolio
for advisory services under the proposed advisory arrangements will not exceed
the level of fees presently payable to Wells Fargo Bank under the Current MSIT
Advisory Contracts.
If approved each Proposed MSIT Advisory Contract will become
effective on its execution date and will continue in effect for a period of
more than two years thereafter provided such continuance is specifically
approved at least annually by MSIT's Board of Trustees or in accordance with
certain other procedures (including shareholder vote) set forth in such
Contract. Each Proposed MSIT Advisory Contract may be terminated by MSIT on 60
days' written notice without the payment of any penalty by a vote of a majority
of the outstanding voting securities of MSIT or by a vote of a majority of
MSIT's Board of Trustees. BZW Global Investors may also terminate each
Proposed MSIT Advisory Contract upon 60 days' written notice to MSIT.
11
<PAGE> 13
BOARD OF DIRECTORS RECOMMENDATION
For the reasons discussed under "Board Approval", MSIT's Board of
Trustees and the Company's Board of Directors each unanimously voted to replace
the Current MSIT Advisory Contracts with Wells Fargo Bank as investment adviser
and to approve the Proposed MSIT Advisory Contracts with BZW Global Investors
as investment adviser.
THE COMPANY'S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU
VOTE TO AUTHORIZE THE COMPANY TO VOTE YOUR FUND'S INTERESTS IN THE
CORRESPONDING ACTIVELY MANAGED MASTER PORTFOLIO OF MSIT TO APPROVE THE PROPOSED
MSIT ADVISORY CONTRACT FOR SUCH ACTIVELY MANAGED MASTER PORTFOLIO.
PROPOSAL 2B
AUTHORIZE THE COMPANY TO VOTE YOUR FUNDS INTERESTS
IN THE CORRESPONDING MASTER PORTFOLIO OF MSIT TO
APPROVE A NEW SUB-ADVISORY CONTRACT FOR SUCH
ACTIVELY MANAGED MASTER PORTFOLIO
In connection with and conditioned upon the Sale, the Company's
Board of Directors and MSIT's Board of Trustees has approved the engagement of
Wells Fargo Bank as sub-adviser to each of the Actively Managed Master
Portfolios pursuant to the Proposed MSIT Sub-Advisory Contracts among MSIT, on
behalf of each actively Managed Master Portfolio, BZW Global Investors, as
adviser and Wells Fargo Bank, as sub-adviser. Shareholders of the Actively
Managed Funds are hereby asked to authorize the Company to vote each Fund's
interests in the corresponding Actively Managed Master Portfolio of MSIT in
favor of the Proposed MSIT Sub-Advisory Contracts. The summary below of the
Proposed MSIT Sub-Advisory Contracts is qualified in its entirety by reference
to the form of MSIT Sub-Advisory Contract which Appears as Exhibit H to this
Proxy Statement.
DESCRIPTION OF PROPOSED MSIT SUB-ADVISORY CONTRACTS
Currently, Wells Fargo Bank serves as investment adviser to each
Actively Managed Master Portfolio pursuant to separate Investment Advisory
Agreements, each dated March 1, 1994 (the "Current MSIT Advisory Contracts").
The Actively Managed Master Portfolios are not currently sub-advised. The
Company's Board of Directors, including a majority of the Directors who are not
parties to the proposed Sub-Advisory Contract or interested persons of any such
parties, approved the Proposed Sub-Advisory Contracts at a Board of Directors
meeting held October 10, 1995. This approval was made contingent on
shareholder approval of the Sub-Advisory Contracts and on completion of the
Sale.
Pursuant to each Proposed MSIT Sub-Advisory Contract, Wells Fargo
Bank has agreed to perform certain sub-advisory services for each Actively
Managed Master Portfolio, subject to the overall supervision of BZW Global
Investors and MSIT's Board of Trustees. These services include investing and
reinvesting each Actively Managed Master Portfolio's assets in a manner
consistent with such Master Portfolio's investment objective, policies and
restrictions. Wells Fargo Bank presently performs essentially the same
portfolio-management services as investment adviser to each Actively Managed
Master Portfolio and none of the Actively Managed Master Portfolios presently
retains a sub-adviser.
Pursuant to the Proposed MSIT Sub-Advisory Contracts, Wells Fargo
Bank will continue to provide essentially the same advisory services, but will
be subject to the overall supervision and review of BZW Global Investors as
investment adviser. Wells Fargo Bank will be entitled to receive
12
<PAGE> 14
from BZW Global Investors an amount equal to 0.15% and 0.10% of the
average daily net assets of the Growth Stock Master Series and the
Short-Intermediate Term Master Series, respectively, as compensation for its
sub-advisory services. Because the sub-advisory fees are payable by BZW Global
Investors and not by each Actively Managed Master Portfolio, the level of
aggregate fees payable by each such Master Portfolio for advisory services
under the proposed advisory arrangements will not exceed the level of fees
presently payable to Wells Fargo Bank under the Current MSIT Advisory
Contracts.
If approved, each Proposed MSIT Sub-Advisory Contract will become
effective on its execution date and will continue in effect for a period of
more than two years thereafter provided such continuance is specifically
approved at least annually by MSIT's Board of Trustees or in accordance with
certain other procedures (including shareholder vote) set forth in such
Contract. Each Proposed Sub-Advisory Contract may be terminated by MSIT on 60
days' written notice without the payment of any penalty, by a vote of a
majority of the outstanding voting securities of MSIT or by a vote of a
majority of MSIT's Board of Trustees. Wells Fargo Bank may terminate each
proposed MSIT Sub-Advisory Contract upon sixty days written notice to MSIT.
BOARD OF DIRECTORS RECOMMENDATION
For the reasons discussed above under "Board Approval", MSIT's
Board of Trustees and the Company's Board of Directors each unanimously voted
to approve the Proposed MSIT Sub-Advisory Contracts with Wells Fargo Bank as
sub-adviser.
THE COMPANY'S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU
VOTE TO AUTHORIZE THE COMPANY TO VOTE YOUR FUND'S INTERESTS IN THE
CORRESPONDING ACTIVELY MANAGED MASTER PORTFOLIO OF MSIT TO APPROVE THE PROPOSED
MSIT SUB-ADVISORY CONTRACT FOR SUCH ACTIVELY MANAGED MASTER PORTFOLIO.
PROPOSAL 3A
CONSIDER AND APPROVE NEW INVESTMENT ADVISORY
CONTRACT FOR THE MONEY MARKET FUND
In connection with and conditioned upon the Sale, the Board of
Directors of the Company has approved the engagement of BZW Global Investors as
the adviser to the Money Market Fund pursuant to an Investment Advisory
Contract (the "Proposed Money Market Advisory Contract") between the Company,
on behalf of the Money Market Fund, and BZW Global Investors, as adviser.
Shareholders of the Money Market Fund are asked to authorize the Company to
consider and approve the Proposed Money Market Advisory Contract. The summary
below of the Proposed Money Market Advisory Contract is qualified in its
entirety by reference to the form of Money Market Advisory Contract which
appears as Appendix I to this Proxy Statement.
COMPARISON OF PROPOSED MONEY MARKET ADVISORY CONTRACT WITH CURRENT MONEY MARKET
ADVISORY CONTRACT
Currently, Wells Fargo Bank serves as investment adviser to the
Money Market Fund pursuant to an Advisory Contract dated April 28, 1993 (the
"Current Money Market Advisory Contract"). The Current Money Market Advisory
Contract was reapproved by the Company's Board of Directors at its February 1,
1995 Board of Directors meeting. The Current Money Market Advisory Contract
was last submitted to a vote of the Money Market Fund's shareholders on April
28, 1993 at which time the shareholders of the Fund voted to approve the
Contract.
13
<PAGE> 15
The Proposed Money Market Advisory Contract was approved by the Company's Board
of Directors, including a majority of the Directors who are not parties to the
Proposed Money Market Advisory Contract or interested persons of any such
parties, at a Board of Directors meeting held on October 10, 1995. This
approval was made contingent on shareholder approval of the Proposed Money
Market Advisory Contract and on completion of the Sale.
Under the Current Money Market Advisory Contract, Wells Fargo
Bank, subject to the overall supervision of the Company's Board of Directors,
performs certain advisory services for the Money Market Fund. These services
include investing and reinvesting the Fund's assets in accordance with its
investment objectives, policies and restrictions. Wells Fargo Bank also
provides guidance and policy direction in connection with the daily portfolio
management of the Fund and furnishes periodic reports to the Company's Board of
Directors on the Fund's investment activity and performance. For its services
as investment adviser, Wells Fargo Bank presently is entitled to receive a
monthly fee at the annual rate of 0.35% of the Fund's average daily net assets.
For the fiscal year ended February 28, 1995, the Company paid $371,199 in
advisory fees to Wells Fargo Bank (an amount equal to 0.35% of the Fund's
average daily net assets). Wells Fargo Bank did not waive any advisory fees
during this period.
Pursuant to the Proposed Money Market Advisory Contract, BZW
Global Investors will assume the responsibility to perform all advisory
services currently performed by Wells Fargo Bank under the Current Money Market
Advisory Contract and BZW Global Investors will be entitled to the same level
of fees as Wells Fargo Bank now receives under the Current Money Market
Advisory Contract. Pursuant to a sub-advisory contract (the "Proposed Money
Market Sub-Advisory Contract") Wells Fargo Bank, as sub-adviser, will perform
essentially the same advisory services which it currently performs as principal
investment adviser, but will be subject to the overall supervision of BZW
Global Investors in the performance of its duties. Pursuant to the Proposed
Sub-advisory Contract, Wells Fargo Bank is entitled to receive from BZW Global
Investors a monthly fee at the annual rate of 0.05% of the Money Market Fund's
average daily net assets. Because the sub-advisory fees are payable by BZW
Global Investors and not by the Fund, the level of aggregate fees payable by
the Fund for advisory services under the proposed advisory arrangements will
not exceed the level of fees presently payable to Wells Fargo Bank under the
Current Money Market Advisory Contracts.
If approved, the Proposed Money Market Advisory Contract will
become effective on its execution date and will continue in effect for a period
of more than two years thereafter provided such continuance is specifically
approved at least annually by the Company's Board of Directors or by a vote of
a majority of the outstanding shares of the Money Market Fund and, in either
case, by a majority of the Directors who are not parties to the Proposed Money
Market Advisory Contract or interested persons of any such parties (other than
as Directors of the Company). The Proposed Money Market Advisory Contract may
be terminated on 60 days' written notice at any time by the Company without the
payment of any penalty, by a vote of a majority of the Fund's outstanding
voting securities or by a vote of a majority of the Company's Board of
Directors. BZW Global Investors may also terminate the Proposed Money Market
Advisory Contract at any time upon 60 days' written notice to the Company.
BOARD OF DIRECTORS RECOMMENDATION
For the reasons discussed above under "Board Approval", the
Company's Board of Directors unanimously voted to replace the Current Money
Market Advisory Contract with Wells Fargo Bank as investment adviser with the
Proposed Money Market Advisory Contract and to approve the Proposed Money
Market Advisory Contract with BZW Global Investors as investment adviser.
THE COMPANY'S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU
CONSIDER AND APPROVE THE PROPOSED MONEY MARKET ADVISORY CONTRACT.
14
<PAGE> 16
PROPOSAL 3B
CONSIDER AND APPROVE NEW SUB-ADVISORY
CONTRACT FOR THE MONEY MARKET FUND
In connection with and conditioned upon the Sale, the Board of
Directors of the Company has approved the engagement of Wells Fargo Bank, the
Fund's current investment adviser, as sub-adviser to the Money Market Fund
pursuant to the Proposed Money Market Sub-Advisory Contract among the Company,
on behalf of the Fund, BZW Global Investors, as adviser, and Wells Fargo Bank,
as sub-adviser. Shareholders of the Money Market Fund are hereby asked to
consider and approve the Proposed Money Market Sub-Advisory Contract. The
summary below of the Proposed Money Market Sub-Advisory Contract is qualified
in its entirety by reference to the form of Money Market Sub-Advisory Contract
which appears as Appendix J to this Proxy Statement.
DESCRIPTION OF PROPOSED MONEY MARKET SUB-ADVISORY CONTRACT
Wells Fargo Bank serves as investment adviser to the Money Market
Fund pursuant to the Current Money Market Advisory Contract, dated April 28,
1993. The Money Market Fund is not currently sub-advised. The Proposed Money
Market Sub-Advisory Contract was approved by the Company's Board of Directors,
including a majority of the Directors who are not parties to the Proposed Money
Market Sub-Advisory Contract or interested persons of any such parties, at a
meeting held on October 10, 1995. This approval was made contingent on
shareholder approval of the Proposed Money Market Sub-Advisory Contract and on
completion of the Sale.
Pursuant to the Proposed Money Market Sub-Advisory Contract, Wells
Fargo Bank has agreed to perform certain sub-advisory services for the Fund,
subject to the overall supervision of BZW Global Investors, as investment
adviser, and the Company's Board of Directors. These services include
investing and reinvesting the Fund's assets in a manner consistent with the
Fund's investment objective, policies and restrictions. Presently, Wells Fargo
Bank, as investment adviser, performs essentially the same services it will
perform under the Proposed Money Market Sub-Advisory Contract and the Fund does
not retain a sub-adviser.
Under the Proposed Money Market Sub-Advisory Contract, Wells Fargo
Bank will continue to provide these services, but will be subject to the
overall supervision and review of BZW Global Investors, as investment adviser.
Wells Fargo Bank will be entitled to receive from BZW Global Investors an
amount equal to 0.05% of the Fund's average daily net assets as compensation
for its sub-advisory services. Because the sub-advisory fees are payable by BZW
Global Investors and not by the Fund, the level of aggregate fees payable by
the Fund for advisory services under the proposed advisory arrangements will
not exceed the level of fees presently payable to Wells Fargo Bank under the
Current Money Market Advisory Contracts.
If approved, the Proposed Money Market Sub-Advisory Contract will
become effective on its execution date and will continue in effect for a period
of more than two years thereafter provided such continuance is specifically
approved at least annually by the Company's Board of Directors, or by a vote of
a majority of the Fund's outstanding shares, and in either case by a majority
of the Directors who are not parties to the Proposed Money Market Sub-Advisory
Contract or interested persons of any such parties (other than as Directors of
the Company). The Proposed Money Market Sub-Advisory Contract may be
terminated by the Company on 60 days' written notice without the payment of any
penalty, by a vote of a majority of the Fund's outstanding voting securities or
by a vote of a majority of the Company's Board of Directors. Wells Fargo Bank
may also terminate the Proposed Money Market Sub-Advisory Contract at any time
on 60 days' notice to the Company and BZW Global Investors.
15
<PAGE> 17
BOARD OF DIRECTORS RECOMMENDATION
For the reasons discussed above under "Board Approval", the
Company's Board of Directors unanimously voted to approve the Proposed
Sub-Advisory Contract with Wells Fargo Bank as sub-adviser.
THE COMPANY'S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU
CONSIDER AND APPROVE THE PROPOSED MONEY MARKET SUB-ADVISORY CONTRACT.
MISCELLANEOUS
VOTE REQUIRED
The 1940 Act requires Proposals 1, 2A and 2B to be approved by a
majority of each respective Master Portfolio's outstanding voting securities.
Approval by a "majority" means approval by the lesser of (i) more than 50% of
the Master Portfolio's outstanding voting securities, or (ii) 67% or more of
the Master Portfolio's voting securities present at a meeting if the holders of
at least 50% of the Master Portfolio's outstanding voting securities are
present or represented by proxy. The Company will vote each Structured and
Actively Managed Fund's interests in the corresponding Master Portfolio in the
manner authorized by that Fund's shareholders.
The 1940 Act requires Proposals 3A and 3B to be approved by a
majority of the Money Market Fund's outstanding voting securities. Approval by
a "majority" means approval by the lesser of (i) more than 50% of such Fund's
outstanding voting securities, or (ii) 67% or more of such Fund's voting
securities preset at a meeting if the holder of at least 50% of the Fund's
outstanding voting securities are present or represented by proxy.
In the event that any of the Proposals are not approved, the
Company will review the situation and formulate or consider alternatives to
adopting the Proposals.
INFORMATION REGARDING THE CURRENT ADVISER AND SUB-ADVISER
Currently, subsidiaries of Wells Fargo Bank and Nikko are 50/50
general partners in WFNIA. One of the two general partners of WFNIA is Wells
Fargo Investment Advisors, which is a wholly-owned subsidiary of Wells Fargo
Bank, which, in turn, is a wholly-owned subsidiary of Wells Fargo & Company.
The address of Wells Fargo Bank and Wells Fargo & Company is 420 Montgomery
Street, San Francisco, California 94105. Wells Fargo Investment Advisors'
address is 45 Fremont Street, San Francisco, California 94105. The other
general partner of WFNIA is The Nikko Building U.S.A., Inc., which is a
wholly-owned subsidiary of The Nikko Building Co., Ltd., of which approximately
5% is owned by The Nikko Securities Co., Ltd. and approximately 95% is owned by
other entities affiliated with the Nikko Securities Co., Ltd. The address of
Nikko is 3-1 Marunouchi, 3-Chome, Chiyoda-Ku, Tokyo 100, Japan. The address of
The Nikko Building U.S.A., Inc. and Nikko Building Co., Ltd. is c/o Nikko, 3-1
Marunouchi, 3-Chome, Chiyoda-Ku, Tokyo 100, Japan. If the Sale is completed,
WFNIA will become a wholly-owned subsidiary of Barclays or one of its
affiliates.
Appendix B includes information related to the principal executive
officers of WFNIA which is located at 45 Fremont Street, San Francisco,
California 94105. Appendix B also includes information related to the proposed
directors and principal executive officers of BZW Global Investors. Upon
consummation of the Sale, and the transactions relating thereto, the address of
BZW Global Investors will be 45 Fremont Street, San Francisco, CA 94105
Appendix C includes information related to the current directors
and principal executive officers of Wells Fargo Bank.
16
<PAGE> 18
In addition to the Funds and Master Portfolios described in this
Proxy Statement, Appendix D includes information related to other investment
companies/funds with similar investment objectives to such Funds and Master
Portfolios and for which WFNIA and/or Wells Fargo Bank provides investment
advisory or sub-advisory services. WFNIA does not currently advise any
investment companies/funds with investment objectives similar to the Money
Market Fund.
No officer or director of the Company is an officer, employee,
director, general partner or shareholder of Wells Fargo Bank, WFNIA, BZW Global
Investors or any affiliate thereof except as follows: as of October 18, 1995, a
director of the Company, W. Rodney Hughes, was the record and beneficial owner
of approximately 0.005% of the outstanding common stock of Wells Fargo &
Company, including stock acquired through participation in Wells Fargo &
Company's dividend reinvestment plan during the Company's last fiscal year. The
Company has also been advised by the Sellers, WFNIA and Barclays that there are
no arrangements or understandings in connection with the proposed advisory and
sub-advisory contracts relating to the composition of the Company's Board of
Directors except that Wells Fargo Bank, Nikko and the Company have filed an
application with the Securities and Exchange Commission seeking exemptive
relief from the Section 15(f) provision as to the "interested person" status of
not more than 25% of the Company's Directors to enable the Company to maintain
its current Board of Directors.
Barclays has advised the Company that it is not aware of any
financial conditions that, upon consummation of the Sale, would be reasonably
likely to impair the financial ability of BZW Global Investors to fulfill its
commitments to each Master Portfolio and the Money Market Fund under the
proposed advisory and sub-advisory contracts. Wells Fargo Bank has advised the
Company that it is not aware of any financial conditions reasonably likely to
impair the financial ability of Wells Fargo Bank to fulfill its commitments to
the Actively Managed Master Portfolios and the Money Market Fund, under the
proposed sub-advisory contracts.
Upon consummation of the Sale and the transactions relating
thereto, BZW Global Investors will be a wholly-owned subsidiary of BZW Global
Trust Company, N.A., 45 Fremont Street, San Francisco, California 94105. BZW
Global Trust Company, N.A. will be a wholly-owned subsidiary of BZW Global
Investors Holdings Inc., 45 Fremont Street, San Francisco, CA 94105. BZW
Global Investors Holdings Inc. will be a wholly-owned subsidiary of Barclays
California Corporation, 45 Fremont Street, San Francisco, California 94105.
Barclays California Corporation is and will continue to be a wholly-owned
subsidiary of Barclays USA Inc., 901 Market Street, Suite 474, Wilmington,
Delaware 19801. Barclays USA Inc. is and will continue to be a wholly-owned
subsidiary of Barclays Bank PLC, 54 Lombard Street, London EC3P 3AH, U.K.,
which is in turn a wholly-owned subsidiary of Barclays PLC, 54 Lombard Street,
London EC3P 3AH, U.K.
17
<PAGE> 19
PROCEDURAL MATTERS
Each shareholder of each Fund will be entitled to one vote for
each share and a fractional vote for each fractional share held by such
shareholder with respect to any proposal on which the shareholder is entitled
to vote. Shareholders holding one-third of the outstanding shares of each
Fund at the close of business on the Record Date will constitute a quorum for
the approval of the Proposals described in the accompanying Notice of Special
Meeting and in this Proxy Statement.
If, by the time scheduled for the Special Meeting, a quorum is not
present, or if a quorum is present but sufficient votes in favor of any of the
Proposals are not received, the persons named as proxy agents may move for one
or more adjournments of the Special Meeting to permit further solicitation of
proxies with respect to the Proposals. Any such adjournment(s) will require
the affirmative vote of a majority of the shares present in person or by proxy
at the session of the Special Meeting to be adjourned. The persons named as
Proxy Agents will vote in favor of such adjournment(s) those shares that they
are entitled to vote that do not contain specific instructions to the contrary.
They will vote against any such adjournment(s) only those proxies required to
be voted against such Proposals.
The fully appointed proxy agents may, in their discretion, vote
upon such other matters as may come properly before, or incident to the conduct
of the Special Meeting or any adjournment(s) thereof, including any proposal to
adjourn a meeting at which a quorum is present to permit the continued
solicitation of proxies in favor of the Proposals.
REVOCATION OF PROXY
Any shareholder may revoke his or her proxy at any time prior to
its exercise by (i) furnishing written notification of such revocations which,
to be effective, must be signed, include the shareholder's name and account
number, be addressed to the Secretary of the Company at its principal executive
office, 111 Center Street, Little Rock, Arkansas 72201, and be received prior
to the Special Meeting; (ii) signing another proxy of a later date; (iii)
calling Shareholder Communications Corp. toll free at 1-800-733-8481, Ext. 460
or (iv) personally casting his or her vote at the Special Meeting or any
adjournment(s) thereof.
SUBSTANTIAL SHAREHOLDERS
Appendix E includes information as of the close of business on
October 11, 1995, of any persons known to the Company to be beneficial owners
of 5% or more of the outstanding shares of each Fund. As of the close of
business on October 11, 1995, the Record Date, the Officers and Directors of
the Company as a group did not own beneficially in excess of 1% of the
outstanding shares of each Fund. As of October 11, 1995, W. Rodney Hughes, a
Director of the Company, was the record and beneficial owner of approxiamtely
0.005% of the outstanding common stock of Wells Fargo & Co., including stock
acquired through participation in Wells Fargo & Company's dividend reinvestment
plan during the Company's last fiscal year.
VOTING PROCEDURES
If the accompanying Proxy Ballot is executed properly and
returned, shares represented by it will be voted at the Special Meeting in
accordance with the instructions on the proxy. If no instructions are
specified, however, shares will be voted for the approval of the Proposals and,
in the discretion of the proxy agents, on any other mater properly presented
at, or incident to the conduct of, the Special Meeting. If a proxy represents
a broker "non-vote" (that is, a proxy from a broker or nominee indicating that
such person has not received instructions from the beneficial owner or other
person entitled to vote shares on a particular matter with respect to which the
broker or nominee does not have discretionary power) or is marked with an
abstention, the shares represented thereby will be considered to be present at
the Special Meeting for purposes of
18
<PAGE> 20
determining the existence of a quorum for the transaction of business, but
broker non-votes and abstention will not constitute a vote "for" or "against"
the Proposals. Abstentions will have the effect of a vote against a Proposal.
The Company believes that the voting procedures described herein are valid in
accordance with state law that governs such matters.
AFFILIATED BROKER COMMISSIONS
For the fiscal year ended February 28, 1995, the Funds and the
Master Portfolios paid no brokerage commissions in connection with purchases
and sales of portfolio securities to any parties that would be treated as an
affiliated broker as defined in Item 22(a)(1)(ii) of Schedule 14A under the
Securities Exchange Act of 1934 (the "1934 Act").
PRINCIPAL UNDERWRITER AND ADMINISTRATOR
Stephens Inc., 111 Center Street, Little Rock, Arkansas 72201, is
the Company's principal underwriter and administrator.
SOLICITATION OF PROXIES AND PAYMENT OF EXPENSES
The cost of soliciting proxies for the Special Meeting, including
the cost of third-party soliciting and tallying services and of printing and
mailing expenses, will be borne by Wells Fargo Bank. Proxies will be solicited
in the initial, and any supplemental, solicitation by mail and may be solicited
in person, by telephone, telegraph or other electronic means by personnel or
agents of the Company, Wells Fargo Bank, WFNIA and/or Stephens.
OTHER BUSINESS
The Board of Directors of the Company knows of no other business
to be brought before the Special Meeting. If any other matters come before the
Special Meeting, however, including any proposal to adjourn the meeting to
permit the continued solicitation of proxies in favor of the Proposals, it is
the intention of the Board of Directors of the Company that Proxy Ballots which
do not contain specific instructions to the contrary will be voted on such
matters in accordance with the judgment of the persons named therein as proxy
agents.
FUTURE SHAREHOLDER PROPOSALS
Pursuant to rules adopted by the Securities and Exchange
Commission under the 1934 Act, investors may request inclusion in the Board's
proxy statement for shareholder meetings certain proposals for action which
they intend to introduce at such meeting. Any shareholder proposals must be
presented a reasonable time before the proxy materials for the next meeting are
sent to shareholders. The submission of a proposal does not guarantee its
inclusion in the Company's proxy statement and is subject to limitations under
the 1934 Act. It is not presently anticipated that the Company will hold
regular meetings of shareholders, and no anticipated date of the next meeting
can be provided.
19
<PAGE> 21
APPENDIX A
NUMBER OF FUND SHARES
OUTSTANDING AS OF RECORD DATE
(October 11, 1995)
------------------
<TABLE>
<S> <C>
Asset Allocation Fund 32,181,829
Bond Index Fund 4,487,685
S&P 500 Stock Fund 55,607,086
U.S. Treasury Allocation Fund 6,818,054
Growth Stock Fund 9,689,890
Short-Intermediate Term Fund 1,330,228
Money Market Fund 159,292,663
</TABLE>
<PAGE> 22
APPENDIX B
CURRENT PRINICPAL EXECUTIVE OFFICERS OF WFNIA
---------------------------------------------
<TABLE>
<CAPTION>
Name, Title Principal Occupation
----------- --------------------
<S> <C>
Patricia Cecile Dunn, Investment Management
Managing Director;
CEO, Defined Benefit Group
Rene Bruce Goddard, Investment Management
Managing Director;
CIO, Defined Contribution Group
Frederick L. A. Grauer, Investment Management
Chairman; CEO;
Member, Management Committee
Richard C. Grinold, Investment Management
Managing Director;
Director, Advanced Strategies & Research
Blake R. Grossman, Investment Management
Managing Director;
CIO, Defined Benefit Group
Thomas Eric Kilcollin, Investment Management
Managing Director
Donald Luskin, Investment Management
Managing Director;
CEO, Defined Contribution Group
John Edward Martinez, Investment Management
Managing Director,
CEO, Capital Markets
Lawrence G. Tint Investment Management
Managing Director
CEO, Defined Benefit Group
</TABLE>
The address of each person named above is c/o Wells Fargo Nikko Investment
Advisors, 45 Fremont Street, San Francisco, CA 94105.
<PAGE> 23
PROPOSED DIRECTORS AND PRINCIPAL EXECUTIVE OFFICERS OF BZW GLOBAL INVESTORS
<TABLE>
<CAPTION>
Name, Title Principal Occupation
----------- --------------------
<S> <C>
Frederick L. A. Grauer Investment Management
Director, Chairman and
Principal Executive Officer
Irving Cohen, Banking and Securities
Director
Patricia Cecile Dunn, Investment Management
Director and Co-Chief Executive Officer
Donald Luskin, Investment Management
Director and Vice Chairman
Nic Stuchfield, Investment Management
Director
Lindsay Tomlinson, Investment Management
Director and Co-Chief Executive Officer
</TABLE>
Upon consummation of the Sale and the related transactions thereto,
the address of each person named above, execpt for Mr. Cohen, will be c/o BZW
Global Investors, 45 Fremont Street, San Francisco, CA 94105. Mr. Cohen's
address will be c/o Barclays Bank PLC, 222 Broadway, New York, NY 10038.
<PAGE> 24
APPENDIX C
WELLS FARGO BANK
DIRECTORS AND EXECUTIVE OFFICERS
--------------------------------
<TABLE>
<CAPTION>
Name, Title Principal Occupation
----------- --------------------
<S> <C>
H. Jesse Arnelle Senior Partner of Arnelle & Hastie, Director of
Director FPL Group, Inc.
William R. Breuner General Partner of Breuner Associates, Breuner
Director Properties and Breuner-Pevarnick Real Estate
Developers
William S. Davila President and Director of The Vons Companies,
Director Inc.
Paul Hazen Director of Pacific Telesis Group, Phelps Dodge
Chairman of the Board of Directors Corp. and Safeway Inc.
Robert Jaedicke Accounting Professor and Dean Emeritus of
Director Graduate School of Business at Stanford
University
Paul Miller Chairman of Executive Committee and Director of
Director Pacific Enterprises
Ellen M. Newman President of Ellen Newman Associates and Chair of
Director the Board of Trustees of University of California
at San Francisco
Philip J. Quigley Chairman and Chief Executive Officer of Pacific
Director Telesis Group
Carl E. Reichardt Director of Ford Motor Company, Hospital
Director Corporation of America and Pacific Gas and
Electric Co.
Donald B. Rice President and Chief Operating Officer of
Director Teledyne, Inc.
</TABLE>
<PAGE> 25
<TABLE>
<CAPTION>
Name, Title Principal Occupation
----------- --------------------
<S> <C>
Susan G. Swenson President and Chief Executive Officer of Cellular
Director One
Chang-Lin Tien Chancellor of the University of California at
Director Berkeley
John A. Young Retired President and CEO of Hewlett-Packard
Director Company and Director of Chevron Corp.
William F. Zuendt Director of 3Com Corp. and MasterCard
President International
</TABLE>
The address of each person named above is c/o Wells Fargo Bank, 420
Montgomery Street, San Francisco, CA 94105.
<PAGE> 26
APPENDIX D
WFNIA ADVISORY SERVICES
---------------------------
1. Investment Comapnies/Funds Advised by WFNIA with Investment Objectives
Similar to the Investment Objectives of the Asset Allocation and U.S.
Treasury Allocation Funds.
<TABLE>
<CAPTION>
Asset Level as of
Annual Third Quarter 1995
Fund Name Sub-Advisory Fee*# (in Millions)
--------- ----------------- -------------
<S> <C> <C>
Life & Annuity Trust
Asset Allocation Fund 0.20% $ 18.5
U.S. Government Allocation Fund 0.15% $ 3.1
Master Investment Portfolio
LifePath 2000 Master Portfolio 0.40% $ 85.8
LifePath 2010 Master Portfolio 0.40% $ 76.6
LifePath 2020 Master Portfolio 0.40% $ 126.7
LifePath 2030 Master Portfolio 0.40% $ 85.5
LifePath 2040 Master Portfolio 0.40% $ 127.1
Overland Express Funds, Inc.
Asset Allocation Fund 0.20% $ 64.3
Stagecoach Funds, Inc.
Asset Allocation Fund 0.20% $1,056.1
Corporate Stock Fund 0.08%** $ 309.9
U.S. Government Allocation Fund 0.15%** $ 134.4
____________________________
</TABLE>
*As a percentage of average daily value of net assets.
**Plus an annual amount of $40,000.
#The Annual Sub-Advisory Fee shown is the contract rate; fee waivers may
reduce the amount actually paid under the applicable contract.
<PAGE> 27
2. Investment Companies/Funds Advised by WFNIA With Investment Objectives
Similar to the Investment Objectives of the Bond Index, S&P 500 Index,
Growth Stock and Short-Intermediate Term Funds
<TABLE>
<CAPTION>
Asset Levels as of Third
Company/Fund Annual Fee*# Quarter 1995
------------ --------------------- --------------------------
(in Millions)
<S> <C> <C>
Dreyfus Edison Electric Index Fund, Inc. 0.10% $ 74.4
Dreyfus Life and Annuity Index Fund, Inc. 0.15% $ 212.4
(operating under the name Dreyfus Stock
Index Fund)
Peoples' Index Stock Fund (R), Inc. 0.10% $ 324.5
Frand Russell Investment Company
Equity Q Fund 0.25-0.15%* $ 556.3
Quantitative Equity Fund 0.25-0.15%* $ 484.7
Consulting Group Capital Markets Funds
Small Capitalization Value 0.15-0.05%** $ 355.5***
Equity Investments
Stagecoach Funds, Inc.
Corporate Stock Fund 0.08%+ $ 309.0
</TABLE>
* 0.25% on the first $50 million, 0.225% on the next $50 million, 0.20% on
the next $50 million, 0.175% on the next $100 million, and 0.15% on the balance
of the average daily net assets.
** 0.15% of the first $200 million, 0.10% of the next $100 million and 0.05%
on the balance over $300 million of the average daily net assets of the
Portfolio; WFNIA receives a pro rata portion of these fees based on the level
of assets managed by it.
*** Asset level is for the entire fund; WFNIA is responsible for managing
$166.0 million of the funds's portfolio assets. Similarity of investment
objective based on investment objective for the portion of the portfolio
managed by WFNIA.
+ Plus an annual fee of $40,000.
<PAGE> 28
WELLS FARGO BANK ADVISORY SERVICES
----------------------------------
1. Investment Companies/Funds Advised by Wells Fargo Bank with Investment
Objectives Similar to the Investment Objectives of the Asset Allocation and
U.S. Treasury Allocation Funds.
<TABLE>
<CAPTION>
Asset Level as of Third
Company/ Series Annual Advisory Fee*# Quarter 1995 (in Millions)
--------------- --------------------- --------------------------
<S> <C> <C>
LIFE & ANNUITY TRUST
Asset Allocation Fund 0.60% $ 18.5
U.S. Government Allocation Fund 0.60% $ 3.1
OVERLAND EXPRESS FUNDS, INC.
Asset Allocation Fund 0.70% - 0.60%** $ 64.3
STAGECOACH FUNDS, INC.
Asset Allocation Fund 0.50% - 0.30%*** $ 1,056.1
Corporate Stock Fund 0.50% - 0.30%*** $ 309.9
U.S. Government Allocation Fund 0.50% - 0.30%*** $ 134.4
</TABLE>
________________________________
* As a percentage of average daily value of net assets.
** The annual rate is 0.70% of the average daily value of the net assets of the
Fund up to $500 million and 0.60% of the average daily value of the net
assets in excess of $500 million.
*** The annual rate is 0.50% of the average daily value of the net assets of the
Fund up to $250 million, 0.40% of the next $250 million and 0.30% of the
average daily value of the net assets in excess of $500 million.
# The Annual Advisory Fee shown is the contract rate; fee waivers may reduce
the actual amount paid under the applicable contract.
<PAGE> 29
2. Investment Companies/Funds Advised by Wells Fargo Bank with Investment
Objectives Similar to the Bond Index, S&P 500 Index, Growth Stock and
Short-Intermediate Term Funds.
<TABLE>
<CAPTION>
Asset Level as of Third
Company/Fund Annual Advisory Fee*# Quarter 1995 (in Millions)
- ------------ --------------------- --------------------------
<C> <C> <C>
STAGECOACH FUNDS, INC.
Corporate Stock Fund 0.50%-0.30%** $ 309.9
</TABLE>
- --------------------
* As a percentage of average daily value of net assets.
** The annual rate is 0.50% of the average daily value of the net assets of
the Fund up to $250 million of the Fund's net assets, 0.40% of the next
$250 million and 0.30% of the average daily value of the net assets in
excess of $500 million.
# The Annual Advisory Fee shown is the contract rate; fee waivers may reduce
the amount actually paid under the applicable contract.
3. Investment Companies/Funds Advised by Wells Fargo Bank with Investment
Objectives Similar to the Money Market Fund.
<TABLE>
<CAPTION>
Asset Level as of Third
Company/Fund Annual Advisory Fee*# Quarter 1995 (in Millions)
- ------------ --------------------- --------------------------
<C> <C> <C>
LIFE & ANNUITY TRUST
Money Market Fund 0.45% $ 2.4
OVERLAND EXPRESS FUNDS, INC.
Money Market Fund 0.25% $ 378.2
Overland Sweep Fund 0.25% $ 874.3
U.S. Treasury Money Market Fund 0.25% $ 200.4
STAGECOACH FUNDS, INC.
Money Market Mutual Fund 0.40% $ 2,798.6
</TABLE>
- --------------------
* As a percentage of average daily value of net assets.
# The Annual Advisory Fee shown is the contract rate; fee waivers may reduce
the amount actually paid under the applicable contract.
<PAGE> 30
APPENDIX E
HOLDERS OF 5% OR MORE OF FUND'S SHARES
As of the close of business on October 11, 1995, the following
persons were known by the Company to be beneficial shareholders of 5% or more
of the outstanding shares of the Funds listed below.
<TABLE>
<CAPTION>
Name and Address Amount and Nature* Percent
Title of Class of Record Owner of Record Ownership of Class
- -------------- ------------------- ----------------------- --------
<S> <C> <C> <C>
Asset Allocation Fund Jacobs Engineering Group, Inc. 2,783,797 shares 8.65%
251 South Lake Avenue
Pasadena, CA 91101-3063
Cosmair Inc. 1,783,435 5.54%
159 Terminal Avenue
Clark, NJ 07066
Viking Freight System, Inc. 1,763,310 5.48%
411 E. Plumeria Drive
San Jose, CA 95134
Crowley Martime Corp. 1,627,432 5.06%
Individual Pension Account Fund
155 Grand Avenue
Oakland, CA 94612
Bond Index Fund State Street Bank and Trust 951,302 21.20%
as Trustee for the American Bar
Association
Members State Street Collective Trust
1 Heritage Drive #P5S
North Quincy, MA 02171
Bankers Trust Co. of CA 939,037 20.92%
as Trustee for PacifiCorp K Plus
Employee Savings and Stock Ownership
Plan
300 S. Grand Ave., 10th Floor
Los Angeles, CA 90071
Emcon 329,383 7.34%
1921 Ringwood Avenue
San Jose, CA 95131-1721
Phelps Dodge 357,550 7.97%
Comprehensive Executive Plan
2600 North Central Avenue
Phoenix, AZ 85004
Holston Defense Corp. 282,639 6.30%
Post Employment Life Insurance Plan
4509 West Stone Drive
Kingsport, TN 37660-9982
Newhall Land & Farming 261,210 5.82%
Defined Benefit Pension Plan Trust
23823 Valencia Blvd.
Valencia, CA 91355
Growth Stock Fund Crowley Martime Corp. 1,706,294 17.61%
Retirement Savings Plan
155 Grand Ave
Oakland, CA 94612
Hubbell Inc. 1,069,210 11.03%
584 Derby Milford Road
Orange, CT 06477-4024
</TABLE>
<PAGE> 31
<TABLE>
<CAPTION>
Name and Address Amount and Nature* Percent
Title of Class of Record Owner of Record Ownership of Class
- -------------- ------------------- ----------------------- --------
<S> <C> <C> <C>
Jacobs Engineering Group, Inc. 860,624 shares 8.88%
251 South Lake Avenue
Pasadena, CA 91101-3603
PMC, Inc. 583,572 6.02%
12243 Branford Street
Sun Valley, CA 91352
Wyman-Gordon Company 523,528 5.40%
244 Worchester Street
Box 8001
North Grafton, MA 01536-8001
Money Market Fund Hubbell Inc. 17,388,241 10.92%
584 Derby Milford Road
Orange, CT 06477-4024
NASSCO 11,186,145 7.02%
P.O. Box 85278
San Diego, CA 92186
Jacobs Engineering Group, Inc. 10,616,806 6.66%
251 South Lake Avenue
Pasadena, CA 91101-3063
Gerber Scientific, Inc. 8,646,373 5.43%
83 Gerber Road West
South Windsor, CT 06074
Volt Information Sciences, Inc. 8,146,530 5.11%
1221 Ave. of the Americas, 47th Floor
New York, NY 10020-1579
Short-Intermediate Marine Terminals Corp. 197,743 14.86%
Term Fund 600 Harrison Street
Suite 200
San Francisco, CA 94107
James H. Kent 192,754 14.49%
2507 Mulberry Ave.
Muscatine, IA 52761
Senior Flexonics, Inc. 148,303 11.15%
300 E. Devon Avenue
Bartlett, IL 60103
PMC, Inc. 138,435 10.41%
12243 Branford Street
Sun Valley, CA 91352
Dyno Nobel Inc. 129,613 9.74%
11th Floor Crossroads Tower
Salt Lake City, UT 84144
Paracelsus Healthcare Corp. 114,928 8.64%
155 North Lake Avenue
Suite 1100
Pasadena, CA 91101
</TABLE>
<PAGE> 32
<TABLE>
<CAPTION>
Name and Address Amount and Nature* Percent
Title of Class of Record Owner of Record Ownership of Class
- -------------- ------------------- ----------------------- --------
<S> <C> <C> <C>
Greater Media, Inc. 107,254 shares 8.06%
Two Kennedy Blvd.
East Brunswick, NJ 08816
S&P 500 Stock Fund Bankers Trust Co. 24,547,532 44.14%
as Trustee for
Bechtel Master Trust
P.O. Box 1742
New York, NY 1008
Bank of New York 3,116,732 5.60%
as Trustee for
Vartous Plans
One Wall Street
New York, NY 10286
U.S. Treasury Allocation M.A. Hanna Company 916,957 13.45%
Fund D.H. Compound
200 Public Square
Suite 36-5000
Cleveland, OH 44114-1860
Hubbell Inc. 654,813 9.60%
584 Derby Miford Road
Orange, CT 06477-4024
Jacobs Engineering Group, Inc. 620,329 9.10%
251 South Lake Avenue
Pasadena, CA 91101-3063
M.A. Hanna Company 592,563 8.69%
D.H. Compounding
200 Public Square, Suite 36-5000
Cleveland, OH 44114-1860
Wyman-Gordon Company 468,887 6.88%
244 Worchester Street
Box 8001
North Grafton, MA 01536-8001
</TABLE>
* The Company does not know if the above listed holders were beneficial owners
or not.
<PAGE> 33
APPENDIX F
FORM OF INVESTMENT ADVISORY CONTRACT
MASTER INVESTMENT PORTFOLIO
111 Center Street
Little Rock, Arkansas 72201
December __, 1995
BZW Global Investors
45 Fremont Street
San Francisco, California 94105
Dear Sirs:
This will confirm the agreement between the undersigned (the
"Trust") on behalf of the [NAME OF PORTFOLIO] Master Portfolio (the "Master
Portfolio") and BZW Global Investors (the "Adviser") as follows:
1. The Trust is a registered open-end management investment
company currently consisting of fourteen investment portfolios, but which may
from time to time consist of a greater or lesser number of investment
portfolios (the "Master Portfolios"). The [NAME OF PORTFOLIO] Master Portfolio
is one of the fourteen Master Portfolios. The Trust proposes to engage in the
business of investing and reinvesting the assets of the Master Portfolio in the
manner and in accordance with the investment objective and restrictions
specified in the Trust's Registration Statement, as amended from time to time
(the "Registration Statement"), filed by the Trust under the Investment Company
Act of 1940 (the "Act"). Copies of the Registration Statement have been
furnished to the Adviser. Any amendments to the Registration Statement shall
be furnished to the Adviser promptly.
2. The Trust is engaging the Adviser to manage the investing
and reinvesting of the Master Portfolio's assets and to provide the advisory
services specified elsewhere in this contract to the Master Portfolio, subject
to the overall supervision of the Board of Trustees of the Trust.
3. (a) The Adviser shall make investments for the account of
the Master Portfolio in accordance with the Adviser's best judgment and
consistent with the investment objective and restrictions set forth in the
Trust's Registration Statement, the Act and the provisions of the Internal
Revenue Code of 1986 relating to regulated investment companies, subject to
policy decisions adopted by the Trust's Board of Trustees. The Adviser shall
advise the Trust's officers and Board of Trustees, at such times as the Trust's
Board of Trustees may specify, of investments made for the Master Portfolio and
shall, when requested by the Trust's officers or Board of Trustees, supply the
reasons for making particular investments.
(b) The Adviser shall provide to the Trust investment
guidance and policy direction in connection with its daily management of the
Master Portfolio's assets, including oral and written
<PAGE> 34
research, analysis, advice, statistical and economic data and information and
judgments, and shall furnish to the Trust's Board of Trustees periodic reports
on the investment strategy and performance of the Master Portfolio and such
additional reports and information as the Trust's Board of Trustees and
officers shall reasonably request.
(c) The Adviser shall pay the costs of printing and
distributing all materials relating to the Master Portfolio prepared by it, or
prepared at its request, other than such costs relating to proxy statements,
prospectuses, reports for holders of beneficial interests ("Interests") of the
Master Portfolio ("Holders") and other materials distributed to existing or
prospective Holders on behalf of the Master Portfolio.
(d) The Adviser shall, at its expense, employ or associate
with itself such persons as the Adviser believes appropriate to assist it in
performing its obligations under this contract.
4. The Trust understands that the Adviser, in rendering its
services to the Master Portfolio hereunder, may delegate certain advisory
responsibilities hereunder to a sub-adviser (the "Sub-Adviser"), provided that
the Adviser shall continue to supervise and monitor the performance of the
duties delegated to the Sub-Adviser and provided that any such delegation will
not relieve the Adviser of its duties and obligations under this contract.
The Adviser will not seek to amend any such Sub-Advisory Contract to materially
alter the obligations of the parties unless the Adviser gives the Trust at
least 60 days' prior written notice thereof.
5. The Adviser shall give the Trust and the Master Portfolio
the benefit of the Adviser's best judgment and efforts in rendering services
under this contract. As an inducement to the Adviser's undertaking to render
these services, the Trust agrees that the Adviser shall not be liable under
this contract for any mistake in judgment or in any other event whatsoever
except for lack of good faith, provided that nothing in this contract shall be
deemed to protect or purport to protect the Adviser against any liability to
the Trust or its Holders to which the Adviser would otherwise be subject by
reason of willful misfeasance, bad faith or gross negligence in the performance
of the Adviser's duties under this contract or by reason of reckless disregard
of its obligations and duties hereunder.
6. In consideration of the services to be rendered by the
Adviser under this contract, the Trust shall pay the Adviser a monthly fee
on the first business day of each month, at the annual rate of ___% of the
average daily value (as determined on each day that such value is determined
for the Master Portfolio at the time set forth in the Registration Statement
for determining net asset value per share) of the Master Portfolio's net assets
during the preceding month. If the fee payable to the Adviser pursuant to this
paragraph 6 begins to accrue after the beginning of any month or if this
contract terminates before the end of any month, the fee for the period from
the effective date to the end of that month or from the beginning of that month
to the termination date, respectively, shall be prorated according to the
proportion that the period bears to the full month in which the effectiveness
or termination occurs. For purposes of calculating each such monthly fee, the
value of the Master Portfolio's net assets shall be computed in the manner
specified in the Registration Statement and the Trust's Agreement and
Declaration of Trust for the
2
<PAGE> 35
computation of the value of the Master Portfolio's net assets in connection
with the determination of the net asset value of Master Portfolio interests.
7. If in any fiscal year the aggregate expenses of the Master
Portfolio (including fees pursuant to this contract, but excluding interest,
taxes, brokerage and, with the prior written consent of the necessary state
securities commissions, extraordinary expenses) exceed the expense limitation
of any state having jurisdiction over the Master Portfolio, the Trust may
deduct from the fees to be paid hereunder, or the Adviser will bear, such excess
expense to the extent required by state law. The Adviser's obligation pursuant
hereto will be limited to the amount of the Adviser's fees hereunder. For
purposes of computing the excess, if any, over the most restrictive applicable
expense limitation, the value of the Master Portfolio's net assets shall be
computed in the manner specified in the last sentence of paragraph 6, and any
reimbursements required to be made by the Adviser shall be made once a year
promptly after the end of the Master Portfolio's fiscal year.
8. This contract shall become effective on its execution date
and shall thereafter continue in effect for a period of more than two years
from the date hereof only so long as the continuance is specifically approved
at least annually (a) by the vote of a majority of the Master Portfolio
outstanding voting securities (as defined in the Act) or by the Trust's Board
of Trustees and (b) by the vote, cast in person at a meeting called for the
purpose, of a majority of the Trust's trustees who are not parties to this
contract or "interested persons" (as defined in the Act) of any such party.
This contract may be terminated at any time by the Trust without the payment of
any penalty, by a vote of a majority of the Master Portfolio's outstanding
voting securities (as defined in the Act) or by a vote of a majority of the
Trust's entire Board of
3
<PAGE> 36
Trustees on 60 days' written notice to the Adviser or by the Adviser on 60
days' written notice to the Trust. This contract shall terminate automatically
in the event of its assignment (as defined in the Act).
9. Except to the extent necessary to perform the Adviser's
obligations under this contract, nothing herein shall be deemed to limit or
restrict the right of the Adviser, or any affiliate of the Adviser, or any
employee of the Adviser, to engage in any other business or to devote time and
attention to the management or other aspects of any other business, whether of
a similar or dissimilar nature, or to render services of any kind to any other
corporation, firm, individual or association.
10. This contract shall be governed by and construed in
accordance with the laws of the State of California.
11. This contract has been executed on behalf of the Trust by
the undersigned officer of the Trust in his capacity as an officer of the
Trust. The obligations of this contract shall only be binding upon the assets
and property of the Master Portfolio, as provided for in the Trust's Agreement
and Declaration of Trust, and shall not be binding upon any Trustee, officer or
interestholder of the Trust or Master Portfolio individually.
4
<PAGE> 37
If the foregoing correctly sets forth the agreement between the
Trust and the Adviser, please so indicate by signing and returning to the Trust
the enclosed copy hereof.
Very truly yours,
MASTER INVESTMENT PORTFOLIO,
on behalf of the [NAME OF PORTFOLIO]
Master Portfolio
By:_________________________________
Name:_______________________________
Title:______________________________
ACCEPTED as of the date
set forth above:
BZW GLOBAL INVESTORS
By:______________________________
Name:____________________________
Title:___________________________
By:______________________________
Name:____________________________
Title:___________________________
5
<PAGE> 38
APPENDIX G
FORM OF INVESTMENT ADVISORY CONTRACT
MANAGED SERIES INVESTMENT TRUST
111 Center Street
Little Rock, Arkansas 72201
December __, 1995
BZW Global Investors
45 Fremont Street
San Francisco, California 94105
Dear Sirs:
This will confirm the agreement between the undersigned (the
"Trust") on behalf of the [NAME OF PORTFOLIO] Master Portfolio (the "Master
Portfolio") and BZW Global Investors (the "Adviser") as follows:
1. The Trust is a registered open-end management investment
company currently consisting of eight investment portfolios, but which may from
time to time consist of a greater or lesser number of investment portfolios
(the "Master Portfolios"). The [NAME OF PORTFOLIO] Master Portfolio is one of
the eight Master Portfolios. The Trust proposes to engage in the business of
investing and reinvesting the assets of the Master Portfolio in the manner and
in accordance with the investment objective and restrictions specified in the
Trust's Registration Statement, as amended from time to time (the "Registration
Statement"), filed by the Trust under the Investment Company Act of 1940 (the
"Act"). Copies of the Registration Statement have been furnished to the
Adviser. Any amendments to the Registration Statement shall be furnished to
the Adviser promptly.
2. The Trust is engaging the Adviser to manage the investing and
reinvesting of the Master Portfolio's assets and to provide the advisory
services specified elsewhere in this contract to the Master Portfolio, subject
to the overall supervision of the Board of Trustees of the Trust. Pursuant to
an administration agreement between the Trust and an administrator (the
"Administrator") on behalf of the Master Portfolio, the Trust has engaged the
Administrator to provide the administrative services specified therein.
3. (a) The Adviser shall make investments for the account of the
Master Portfolio in accordance with the Adviser's best judgment and consistent
with the investment objective and restrictions set forth in the Trust's
Registration Statement, the Act and the provisions of the Internal Revenue Code
of 1986 relating to regulated investment companies, subject to policy decisions
adopted by the Trust's Board of Trustees. The Adviser shall advise the Trust's
officers and Board of Trustees, at such times as the Trust's Board of Trustees
may specify, of investments made for the Master Portfolio and shall, when
requested by the Trust's officers or Board of Trustees, supply the reasons for
making particular investments.
<PAGE> 39
(b) The Adviser shall provide to the Trust investment
guidance and policy direction in connection with its daily management of the
Master Portfolio's assets, including oral and written research, analysis,
advice, statistical and economic data and information and judgments, and shall
furnish to the Trust's Board of Trustees periodic reports on the investment
strategy and performance of the Master Portfolio and such additional reports
and information as the Trust's Board of Trustees and officers shall reasonably
request.
(c) The Adviser shall pay the costs of printing and
distributing all materials relating to the Master Portfolio prepared by it, or
prepared at its request, other than such costs relating to proxy statements,
prospectuses, reports for holders of beneficial interests ("Interests") of the
Master Portfolio ("Holders") and other materials distributed to existing or
prospective Holders on behalf of the Master Portfolio .
(d) The Adviser shall, at its expense, employ or associate
with itself such persons as the Adviser believes appropriate to assist it in
performing its obligations under this contract.
4. The Company understands that the Adviser, in rendering its
services to the Master Portfolio hereunder, may delegate certain advisory
responsibilities hereunder to a sub-adviser (the "Sub-Adviser"), provided that
the Adviser shall continue to supervise and monitor the performance of the
duties delegated to the Sub-Adviser and provided that any such delegation will
not relieve the Adviser of its duties and obligations under this contract.
The Adviser will not seek to amend any such Sub-Advisory Contract to materially
alter the obligations of the parties unless the Adviser gives the Company at
least 60 days' prior written notice thereof.
5. Except as provided in the Trust's advisory contracts and
administration agreement, the Trust shall bear all costs of its operations,
including the compensation of its trustees who are not affiliated with the
Adviser, the Administrator or any of their affiliates; advisory and
administration fees; governmental fees; interest charges; taxes; fees and
expenses of its independent auditors, legal counsel, transfer agent and
dividend disbursing agent; expenses of redeeming Interests; expenses of
preparing and printing Part As (except the expense of printing and mailing Part
As used for promotional purposes) Holders' reports, notices, proxy
statements and reports to regulatory agencies; travel expenses of trustees,
officers and employees; office supplies; insurance premiums and certain
expenses relating to insurance coverage; trade association membership dues;
brokerage and other expenses connected with the execution of portfolio
securities transactions; fees and expenses of any custodian, including those
for keeping books and accounts and calculating the net asset value per share of
the Master Portfolio; expenses of Holders' meetings; expenses relating to the
issuance, and any registration and qualification of, Interests of the Master
Portfolio; pricing services, if any; organizational expenses; and any
extraordinary expenses. Expenses attributable to one or more, but not all, of
the Master Portfolios are to be charged against the assets of the relevant
Master Portfolio. General expenses of the Trust are allocated among the Master
Portfolios in a manner proportionate to the net assets of each of the Master
Portfolios, on a transactional basis or on such other basis as the Board of
Trustees deems equitable.
2
<PAGE> 40
6. The Adviser shall give the Trust and the Master Portfolio the
benefit of the Adviser's best judgment and efforts in rendering services under
this contract. As an inducement to the Adviser's undertaking to render these
services, the Trust agrees that the Adviser shall not be liable under this
contract for any mistake in judgment or in any other event whatsoever except
for lack of good faith, provided that nothing in this contract shall be deemed
to protect or purport to protect the Adviser against any liability to the Trust
or its Holders to which the Adviser would otherwise be subject by reason of
willful misfeasance, bad faith or gross negligence in the performance of the
Adviser's duties under this contract or by reason of reckless disregard of its
obligations and duties hereunder.
7. In consideration of the services to be rendered by the
Adviser under this contract, the Trust shall pay the Adviser a monthly fee
on the first business day of each month, at the annual rate of ____% of the
average daily value (as determined on each day that such value is determined
for the Master Portfolio at the time set forth in the Registration Statement
for determining net asset value per share) of the Master Portfolio's net assets
during the preceding month. If the fee payable to the Adviser pursuant to this
paragraph 7 begins to accrue after the beginning of any month or if this
contract terminates before the end of any month, the fee for the period from
the effective date to the end of that month or from the beginning of that month
to the termination date, respectively, shall be prorated according to the
proportion that the period bears to the full month in which the effectiveness
or termination occurs. For purposes of calculating each such monthly fee, the
value of the Master Portfolio's net assets shall be computed in the manner
specified in the Registration Statement and the Trust's Declaration of Trust
for the computation of the value of the Master Portfolio's net assets in
connection with the determination of the net asset value of Master Portfolio
Interests.
8. If in any fiscal year the total expenses incurred by, or
allocated to, the Master Portfolio excluding taxes, interest, brokerage
commissions and other portfolio transaction expenses, other expenditures that
are capitalized in accordance with generally accepted accounting principles and
extraordinary expenses of the Master Portfolio but including the fees provided
for in paragraph 7, exceed the most restrictive expense limitation applicable
to the Master Portfolio imposed by state securities laws or regulations
thereunder, as these limitations may be raised or lowered from time to time,
the Adviser shall waive or reimburse a pro rata portion of its fees hereunder.
3
<PAGE> 41
9. This contract shall become effective on its execution date
and shall thereafter continue in effect, provided that this contract shall
continue in effect for a period of more than two years from the date hereof
only so long as the continuance is specifically approved at least annually (a)
by the vote of a majority of the Master Portfolio's outstanding voting
securities (as defined in the Act) or by the Trust's Board of Trustees and (b)
by the vote, cast in person at a meeting called for the purpose, of a majority
of the Trust's trustees who are not parties to this contract or "interested
persons" (as defined in the Act) of any such party. This contract may be
terminated at any time by the Trust, without the payment of any penalty, by a
vote of a majority of the Master Portfolio's outstanding voting securities (as
defined in the Act) or by a vote of a majority of the Trust's entire Board of
Trustees on 60 days' written notice to the Adviser or by the Adviser on 60
days' written notice to the Trust. This contract shall terminate automatically
in the event of its assignment (as defined in the Act).
10. Except to the extent necessary to perform the Adviser's
obligations under this contract, nothing herein shall be deemed to limit or
restrict the right of the Adviser, or any affiliate of the Adviser, or any
employee of the Adviser, to engage in any other business or to devote time and
attention to the management or other aspects of any other business, whether of
a similar or dissimilar nature, or to render services of any kind to any other
corporation, firm, individual or association.
11. This contract shall be governed by and construed in
accordance with the laws of the State of California.
12. This contract has been executed on behalf of the Trust by the
undersigned officer of the Trust in his capacity as an officer of the Trust.
The obligations of this contract shall only be binding upon the assets and
property of the Master Portfolio, as provided for in the Trust's Agreement and
Declaration of Trust, and shall not be binding upon any trustee, officer or
Holder of the Trust or Master Portfolio individually.
4
<PAGE> 42
If the foregoing correctly sets forth the agreement between the
Trust and the Adviser, please so indicate by signing and returning to the Trust
the enclosed copy hereof.
Very truly yours,
MANAGED SERIES INVESTMENT
TRUST, on behalf of the [NAME
OF PORTFOLIO]
Master Portfolio
By:_________________________________
Name:_______________________________
Title:______________________________
ACCEPTED as of the date
set forth above:
BZW GLOBAL INVESTORS
By:______________________________
Name:____________________________
Title:___________________________
By:______________________________
Name:____________________________
Title:___________________________
5
<PAGE> 43
APPENDIX H
FORM OF
SUB-ADVISORY CONTRACT
[Name of Master Portfolio]
a portfolio of
MANAGED SERIES INVESTMENT TRUST
111 Center Street
Little Rock, Arkansas 72201
December __, 1995
Wells Fargo Bank, N.A.
45 Fremont Street
San Francisco, California 94105
Dear Sirs:
This will confirm the agreement by and among BZW Global Investors
(the "Adviser"), Managed Series Investment Trust (the "Trust"), on behalf of
the [NAME OF MASTER PORTFOLIO] (the "Master Portfolio"), and Wells Fargo Bank,
N.A. (the "Sub-Adviser") as follows:
1. The Trust is a registered open-end management investment
company currently consisting of eight investment portfolios, but which may from
time to time consist of a greater or lesser number of investment portfolios
(the "Master Portfolios"). The [NAME OF MASTER PORTFOLIO] is one of the eight
Master Portfolios. The Trust proposes to engage in the business of investing
and reinvesting the assets of the Master Portfolio in the manner and in
accordance with the investment objective and restrictions specified in the
Trust's Registration Statement, as amended from time to time (the "Registration
Statement"), filed by the Trust under the Investment Company Act of 1940 (the
"Act"). Copies of the Registration Statement have been furnished to the
Adviser. Any amendments to the Registration Statement shall be furnished to
the Adviser promptly.
2. The Trust has engaged the Adviser to manage the investing and
reinvesting of the Master Portfolio's assets and to provide the advisory
services specified in the Investment Advisory Contract between the Trust and
the Adviser, dated as of the date hereof, subject to the overall supervision of
the Board of Trustees of the Trust. Pursuant to an Administration Agreement
between the Trust, on behalf of the Master Portfolio, and an administrator (the
"Administrator"), the Trust has engaged the Administrator to provide the
administrative services specified therein.
3. (a) The Adviser hereby employs the Sub-Adviser to perform
for the Master Portfolio certain advisory services and the Sub-Adviser hereby
accepts such employment. The Adviser shall retain the authority to establish
and modify, from time to time, the investment strategies and approaches to be
followed by the Sub-Adviser, subject, in all respects, to the supervision and
direction of the Trust's Board of Trustees and subject to compliance with the
investment objective, policies and restrictions set forth in the Registration
Statement.
<PAGE> 44
(b) Subject to the overall supervision and control of the
Adviser and the Trust, the Sub-Adviser shall be responsible for investing and
reinvesting the Master Portfolio assets in a manner consistent with the
investment strategies and approaches referenced in subparagraph (a), above. In
this regard, the Sub-Adviser, in accordance with the investment objective,
policies and restrictions set forth in the Registration Statement, the Act and
the provisions of the Internal Revenue Code of 1986 relating to regulated
investment companies, shall be responsible for furnishing to the Master
Portfolio investment guidance and policy direction in connection with the daily
portfolio management of the Master Portfolio and shall furnish to the Adviser
periodic reports on the investment activity and performance of the Master
Portfolio. The Sub-Adviser shall also furnish such additional reports and
information as the Adviser and the Trust's Board of Trustees and officers shall
reasonably request.
(c) The Sub-Adviser shall, at its expense, employ or
associate with itself such persons as the Sub-Adviser believes appropriate to
assist it in performing its obligations under this contract.
4. The Adviser shall be responsible for the Sub-Adviser's fees
for its services hereunder. The Sub-Adviser agrees that it shall have no
claim against the Trust or the Master Portfolio respecting compensation under
this contract. In consideration of the services to be rendered by the
Sub-Adviser under this contract, the Adviser shall pay the Sub-Adviser a
monthly fee on the first business day of each calendar month, at the annual
rate of ____% of the average daily value (as determined on each day that such
value is determined for the Master Portfolio at the time set forth in the
Registration Statement for determining net asset value per share) of the Master
Portfolio's net assets during the preceding month. If the fee payable to the
Sub-Adviser pursuant to this Paragraph 4 begins to accrue on a day after the
first day of any month or if this contract terminates before the end of any
month, the fee for the period from the effective date to the end of the month
or from the beginning of that month to the termination date, shall be prorated
according to the proportion that such period bears to the full month in which
the effectiveness or termination occurs. For purposes of calculating the
monthly fee, the value of the Master Portfolio's net assets shall be computed
in the manner specified in the Registration Statement and the Trust's
Declaration of Trust for the computation of the value of the Master Portfolio's
net assets in connection with the determination of the net asset value of
Master Portfolio's interests.
5. The Sub-Adviser shall give the Trust the benefit of the
Sub-Adviser's best judgment and efforts in rendering services under this
contract. As consideration and as an inducement to the Sub-Adviser's
undertaking to render these services, the Trust and the Adviser agree that the
Sub-Adviser shall not be liable under this contract for any mistake in judgment
or in any other event whatsoever except for lack of good faith, provided that
nothing in this contract shall be deemed to protect or purport to protect the
Sub-Adviser against any liability to the Adviser, the Trust or its
interestholders to which the Sub-Adviser would otherwise be subject by reason
of willful misfeasance, bad faith or gross negligence in the performance of the
Sub-Adviser's duties under this contract or by reason of reckless disregard of
its obligations and duties hereunder.
6. This contract shall become effective as of its execution date
and shall thereafter continue in effect, provided that this contract shall
continue in effect for a period of more than two years from the date hereof
only so long as the continuance is specifically approved at least annually (a)
by the vote of a majority of the Master Portfolio's outstanding voting
securities (as defined in the Act) or by the Trust's Board of Trustees and (b)
by the vote, cast in person at a meeting called specifically for the purpose of
continuing this Sub-Advisory Contract, of a majority of the Trust's Trustees
who are not parties to this contract or "interested persons" (as defined in the
Act) of any such party. This contract may be terminated, upon 60 days' written
notice to the Sub-Adviser, by the Trust, without the payment of any penalty, by
a vote of a majority of the Master Portfolio's outstanding voting securities
(as defined in the Act) or by a vote of a majority
2
<PAGE> 45
of the Trust's entire Board of Trustees. The Sub-Adviser may terminate this
contract on 60 days' written notice to the Adviser and the Trust. This
contract shall terminate automatically in the event of its assignment (as
defined in the Act).
7. Except to the extent necessary to perform the Sub-Adviser's
obligations under this contract, nothing herein shall be deemed to limit or
restrict the right of the Sub-Adviser, or any affiliate of the Sub-Adviser, or
any employee of the Sub-Adviser, to engage in any other business or to devote
time and attention to the management or other aspects of any other business,
whether of a similar or dissimilar nature, or to render services of any kind to
any other corporation, firm, individual or association.
8. This contract shall be governed by and construed in
accordance with the laws of the State of California.
9. This contract has been executed on behalf of the Trust by the
undersigned officer of the Trust in his capacity as an officer of the Trust.
The obligations of this contract shall only be binding upon the assets and
property of the Master Portfolio, as provided for in the Trust's Declaration of
Trust, and shall not be binding upon any trustee, officer or interestholder
of the Trust or Master Portfolio individually.
3
<PAGE> 46
If the foregoing correctly sets forth the agreement between the
Trust, the Adviser and the Sub-Adviser, please so indicate by signing and
returning to the Trust the enclosed copy hereof.
Very truly yours,
BZW GLOBAL INVESTORS
By:________________________________
Name:______________________________
Title:_____________________________
By:________________________________
Name:______________________________
Title:_____________________________
ACCEPTED as of the date
set forth above:
MANAGED SERIES INVESTMENT TRUST
on behalf of [NAME OF MASTER PORTFOLIO]
By:_____________________________
Name:___________________________
Title:__________________________
WELLS FARGO BANK
or its Successor
By:_____________________________
Name:___________________________
Title:__________________________
4
<PAGE> 47
APPENDIX I
FORM OF INVESTMENT ADVISORY CONTRACT
Money Market Fund
a portfolio of
STAGECOACH INC.
111 Center Street
Little Rock, Arkansas 72201
December ___, 1995
BZW Global Investors
45 Fremont Street
San Francisco, California 94105
Dear Sirs:
This will confirm the agreement between Stagecoach Inc. (the
"Company") on behalf of the Money Market Fund (the "Fund") and BZW Global
Investors (the "Adviser") as follows:
1. The Company is a registered open-end management investment
company currently consisting of fourteen investment portfolios, but which may
from time to time consist of a greater or lesser number of investment
portfolios. The Company proposes to engage in the business of investing and
reinvesting the assets of the Fund in the manner and in accordance with the
investment objective and restrictions specified in the Company's currently
effective Registration Statement, as amended from time to time (the
"Registration Statement"), filed by the Company under the Investment Company
Act of 1940 (the "Act") and the Securities Act of 1933. Copies of the
Registration Statement have been furnished to the Adviser. Any amendments to
those the Registration Statement shall be furnished to the Adviser promptly.
2. The Company is engaging the Adviser to manage the investing
and reinvesting of the assets of the Fund and to provide the advisory services
specified elsewhere in this contract, subject to the overall supervision of the
Board of Directors of the Company. Pursuant to an administration agreement
between the Company and an administrator (the "Administrator") on behalf of the
Fund, the Company has engaged the Administrator to provide the administrative
services specified therein.
3. (a) The Adviser shall make investments for the account of
the Fund in accordance with the Adviser's best judgment and consistent with the
investment objective and restrictions set forth in the Company's Registration
Statement, the Act and the provisions of the Internal Revenue Code of 1986
relating to regulated investment companies, subject to policy decisions adopted
by the Company's Board of Directors. The Adviser shall advise the Company's
officers and Board of Directors, at such times as the Company's Board of
Directors may specify, of investments made
<PAGE> 48
for the Fund and shall, when requested by the Company's officers or Board of
Directors, supply the reasons for making particular investments.
(b) The Adviser shall provide to the Company investment
guidance and policy direction in connection with its daily management of the
Fund's portfolio, including oral and written research, analysis, advice,
statistical and economic data and information and judgments, and shall furnish
to the Company's Board of Directors periodic reports on the investment strategy
and performance of the Fund and such additional reports and information as the
Company's Board of Directors and officers shall reasonably request.
(c) The Adviser shall pay the costs of printing and
distributing all materials relating to the Fund prepared by it, or prepared at
its request, other than such costs relating to proxy statements, prospectuses,
shareholder reports and other materials distributed to existing or prospective
shareholders on behalf of the Fund.
(d) The Adviser shall, at its expense, employ or associate
with itself such persons as the Adviser believes appropriate to assist it in
performing its obligations under this contract.
4. The Company understands that the Adviser, in rendering its
services to the Fund hereunder, may delegate certain advisory responsibilities
hereunder to a sub-adviser (the "Sub-Adviser"), provided that the Adviser shall
continue to supervise and monitor the performance of the duties delegated to
the Sub-Adviser and provided that any such delegation will not relieve the
Adviser of its duties and obligations under this contract. The Adviser will
not seek to amend any such Sub-Advisory Contract to materially alter the
obligations of the parties unless the Adviser gives the Company at least 60
days' prior written notice thereof.
5. The Adviser shall give the Company the benefit of the
Adviser's best judgment and efforts in rendering services under this contract.
As an inducement to the Adviser's undertaking to render these services, the
Company agrees that the Adviser shall not be liable under this contract for any
mistake in judgment or in any other event whatsoever except for lack of good
faith, provided that nothing in this contract shall be deemed to protect or
purport to protect the Adviser against any liability to the Company or its
shareholders to which the Adviser would otherwise be subject by reason of
willful misfeasance, bad faith or gross negligence in the performance of the
Adviser's duties under this contract or by reason of reckless disregard of its
obligations and duties hereunder.
6. In consideration of the services to be rendered by the
Adviser under this contract, the Company shall pay the Adviser a fee on the
first business day of each calendar month, at the annual rate of 0.35% of the
average daily value (as determined on each day that such value is determined
for the Fund at the time set forth in the Registration Statement for
determining net asset value per share) of the Fund's net assets during the
preceding month. If the fee payable to the Adviser pursuant to this paragraph
6 begins to accrue after the beginning of any month or if this contract
terminates before the end of any month, the fee for the period from the
effective date to the end of that month or from the beginning of that month to
the termination date, respectively,
2
<PAGE> 49
shall be prorated according to the proportion that the period bears to the full
month in which the effectiveness or termination occurs. For purposes of
calculating each such monthly fee, the value of the Fund's net assets shall be
computed in the manner specified in the Registration Statement and the
Company's Restated Articles of Incorporation for the computation of the value
of the Fund's net assets in connection with the determination of the net asset
value of Fund shares.
7. If in any fiscal year the total expenses of the Fund
incurred by, or allocated to, the Fund excluding extraordinary expenses of the
Fund, but including the fees provided for in paragraph 6 and those provided for
pursuant to the Fund's Administration Agreement ("includible expenses"), exceed
the most restrictive expense limitation applicable to the Fund imposed by state
securities laws or regulations thereunder, as these limitations may be raised
or lowered from time to time, the Adviser shall waive or reimburse that portion
of the excess derived by multiplying the excess by a fraction, the numerator of
which shall be the percentage at which the excess portion attributable to the
fee payable pursuant to this contract is calculated under paragraph 6 hereof,
and the denominator of which shall be the sum of such percentage plus the
percentage at which the excess portion attributable to the fee payable pursuant
to the Fund's Administration Agreement is calculated (the "Applicable Ratio"),
but only to the extent of the fee hereunder for the fiscal year. If the fees
payable under this contract and/or the Fund's administration agreement
contributing to such excess portion are calculated at more than one percentage
rate, the Applicable Ratio shall be calculated separately on the basis of, and
applied separately to, the portions of the fees calculated at the different
rates. At the end of each month of the Company's fiscal year, the Company
shall review the includible expenses accrued during that fiscal year to the end
of the period and shall estimate the contemplated includible expenses for the
balance of that fiscal year. If as a result of that review and estimation it
appears likely that the includible expenses will exceed the limitations
referred to in this paragraph 7 for a fiscal year with respect to the Fund, the
monthly fee set forth in paragraph 6 payable to the Adviser for such month
shall be reduced, subject to a later adjustment, by an amount equal to the
Applicable Ratio times the pro rata portion (prorated on the basis of the
remaining months of the fiscal year, including the month just ended) of the
amount by which the includible expenses for the fiscal year are expected to
exceed the limitations provided for in this paragraph 7. For purposes of
computing the excess, if any, over the most restrictive applicable expense
limitation, the value of the Fund's net assets shall be computed in the manner
specified in the last sentence of paragraph 6, and any reimbursements required
to be made by the Adviser shall be made once a year promptly after the end of
the Company's fiscal year.
8. This contract shall become effective on its execution date
and shall thereafter continue in effect, provided that this contract shall
continue in effect for a period of more than two years from the date hereof
only so long as the continuance is specifically approved at least annually (a)
by the vote of a majority of the Fund's outstanding voting securities (as
defined in the Act) or by the Company's Board of Directors and (b) by the vote,
cast in person at a meeting called for the purpose, of a majority of the
Company's directors who are not parties to this contract or "interested
persons" (as defined in the Act) of any such party. This contract may be
terminated at any time by the Company, without the payment of any penalty, by a
vote of a majority of the Fund's outstanding voting securities (as defined in
the Act) or by a vote of a majority of the Company's entire Board of Directors
on 60 days' written notice to the Adviser or
3
<PAGE> 50
by the Adviser on 60 days' written notice to the Company. This contract shall
terminate automatically in the event of its assignment (as defined in the Act).
9. Except to the extent necessary to perform the Adviser's
obligations under this contract, nothing herein shall be deemed to limit or
restrict the right of the Adviser, or any affiliate of the Adviser, or any
employee of the Adviser, to engage in any other business or to devote time and
attention to the management or other aspects of any other business, whether of
a similar or dissimilar nature, or to render services of any kind to any other
corporation, firm, individual or association.
10. This contract shall be governed by and construed in
accordance with the laws of the State of California.
If the foregoing correctly sets forth the agreement between the
Company and the Adviser, please so indicate by signing and returning to the
Company the enclosed copy hereof.
Very truly yours,
STAGECOACH INC.,
on behalf of
the Money Market Fund
By:______________________________
Name:____________________________
Title:___________________________
ACCEPTED as of the date
set forth above:
BZW GLOBAL INVESTORS
By:__________________________
Name:________________________
Title:_______________________
By:__________________________
Name:________________________
Title:_______________________
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<PAGE> 51
APPENDIX J
FORM OF SUB-ADVISORY CONTRACT
Money Market Fund
a portfolio of
STAGECOACH INC.
111 Center Street
Little Rock, Arkansas 72201
December __, 1995
Wells Fargo Bank, N.A.
420 Montgomery Street
San Francisco, California 94163
Dear Sirs:
This will confirm the agreement by and among BZW Global Investors
(the "Adviser"), Stagecoach Inc. (the "Company"), on behalf of the Money Market
Fund (the "Fund"), and Wells Fargo Bank, N.A. (the "Sub-Adviser") as follows:
1. The Company is a registered open-end management investment
company currently consisting of fourteen investment portfolios, but which may
from time to time consist of a greater or lesser number of investment
portfolios. The Company proposes to engage in the business of
investing and reinvesting the assets of the Fund in the manner and in
accordance with the investment objective and restrictions specified in the
Company's currently effective Registration Statement, as amended
from time to time (the "Registration Statement"), filed by the Company under
the Investment Company Act of 1940 (the "Act") and the Securities Act of 1933.
Copies of the Registration Statement have been furnished to the Sub-Adviser.
Any amendments to the Registration Statement shall be furnished to the
Sub-Adviser promptly.
2. The Company has engaged the Adviser to manage the investing
and reinvesting of the assets of the Fund and to provide the advisory services
specified in the Investment Advisory Contract, of even date herewith, subject
to the overall supervision of the Board of Directors of the Company. Pursuant
to an administration agreement between the Company and an administrator (the
"Administrator") on behalf of the Fund, the Company has engaged the
Administrator to provide the administrative services specified therein.
3. (a) The Adviser hereby employs the Sub-Adviser to perform
for the Fund certain advisory services and the Sub-Adviser hereby accepts such
employment. The Adviser shall retain the authority to establish and modify
from time to time the investment strategies and
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<PAGE> 52
approaches to be followed by the Sub-Adviser, subject, in all respects, to the
supervision and direction of the Company's Board of Directors and subject to
compliance with the investment objective, policies and restrictions set forth
in the Registration Statement.
(b) Subject to the overall supervision and control of
the Adviser and the Company, the Sub-Adviser shall be responsible for
investing and reinvesting the Fund's assets consistent with the investment
strategies and approaches referenced in subparagraph (a), above. In this
regard, the Sub-Adviser, in accordance with the investment objective, policies
and restrictions set forth in the Registration Statement, the Act and the
provisions of the Internal Revenue Code of 1986 relating to regulated
investment companies, shall be responsible for furnishing to the Master Series
investment guidance and policy direction in connection with the daily portfolio
management of the Master Series and shall furnish to the Adviser periodic
reports on the investment activity and performance of the Fund, and such
additional reports and information as the Adviser and the Company's Board of
Directors and officers shall reasonably request.
(c) The Sub-Adviser shall, at its expense, employ or
associate with itself such persons as the Sub-Adviser believes appropriate to
assist it in performing its obligations under this contract.
4. The Adviser shall be responsible for the Sub-Adviser's fees
for its services hereunder. The Sub-Adviser agrees that it shall have no claim
against the Company or the Fund respecting compensation under this contract.
In consideration of the services to be rendered by the Sub-Adviser under this
contract, the Adviser shall pay the Sub-Adviser a fee on the first business day
of each calendar month, at the annual rate of ___% of the average daily value
(as determined on each day that such value is determined for the Fund at the
time set forth in the Registration Statement for determining net asset value
per share) of the Fund's net assets for the preceding month. If the fee
payable to the Sub-Adviser pursuant to this Paragraph 4 begins to accrue on a
day after the first day of any month or if this contract terminates before the
end of any month, the fee for the period from the effective date to the end of
the month or from the beginning of that month to the termination date, shall be
prorated according to the proportion that such period bears to the full month
in which the effectiveness or termination occurs. For purposes of calculating
the monthly fee, the value of the Fund's net assets shall be computed in the
manner specified in the Registration Statement and the Company's Restated
Article of Incorporation for the computation of the value of the Fund's net
assets in connection with the determination of the net asset value of Fund
shares.
5. The Sub-Adviser shall give the Company the benefit of the
Sub-Adviser's best judgment and efforts in rendering services under this
contract. As consideration and as an inducement to the Sub-Adviser's
undertaking to render these services, the Company and the Adviser agree that
the Sub-Adviser shall not be liable under this contract for any mistake in
judgment or in any other event whatsoever except for lack of good faith,
provided that nothing in this contract shall be deemed to protect or purport to
protect the Sub-Adviser against any liability to the Adviser, the Company or
its shareholders to which the Sub-Adviser would otherwise be subject by reason
of willful misfeasance, bad faith or gross negligence in the performance of the
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<PAGE> 53
Sub-Adviser's duties under this contract or by reason of reckless disregard of
its obligations and duties hereunder.
6. This contract shall become effective as of its execution
date and shall thereafter continue in effect, provided that this contract shall
continue in effect for a period of more than two years from the date hereof
only so long as the continuance is specifically approved at least annually (a)
by the vote of a majority of the Fund's outstanding voting securities (as
defined in the Act) or by the Company's Board of Directors and (b) by the vote,
cast in person at a meeting called for the purpose of continuing this
Sub-Advisory Contract, of a majority of the Company's directors who are not
parties to this contract or "interested persons" (as defined in the Act) of any
such party. This contract may be terminated at any time by the Company,
without the payment of any penalty, by a vote of a majority of the Fund's
outstanding voting securities (as defined in the Act) or by a vote of a
majority of the Company's entire Board of Directors, on 60 days' written notice
to the Sub-Adviser or by the Sub-Adviser, on 60 days' written notice to the
Adviser and the Company. This contract shall terminate automatically in the
event of its assignment (as defined in the Act).
7. Except to the extent necessary to perform the Sub-Adviser's
obligations under this contract, nothing herein shall be deemed to limit or
restrict the right of the Sub-Adviser, or any affiliate of the Sub-Adviser, or
any employee of the Sub-Adviser, to engage in any other business or to devote
time and attention to the management or other aspects of any other business,
whether of a similar or dissimilar nature, or to render services of any kind to
any other corporation, firm, individual or association.
8. The Sub-Adviser and the Company each agree that the word
"Stagecoach", which comprises a component of the Company's name, is a property
right of the parent of the Adviser. The Company and the Sub-Adviser agree and
consent that the use of such word is subject to the provisions set forth in the
Investment Advisory Contract between the Adviser and the Company.
9. This contract shall be governed by and construed in
accordance with the laws of the State of California.
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<PAGE> 54
If the foregoing correctly sets forth the agreement between the
Company and the Sub-Adviser, please so indicate by signing and returning to the
Company the enclosed copy hereof.
Very truly yours,
BZW GLOBAL INVESTORS
By:__________________________
Name:________________________
Title:_______________________
By:__________________________
Name:________________________
Title:_______________________
ACCEPTED as of the date
set forth above:
STAGECOACH INC.,
on behalf of the Money Market Fund
By:______________________________
Name:____________________________
Title:___________________________
WELLS FARGO BANK, N.A.
By:______________________________
Name:____________________________
Title:___________________________
By:______________________________
Name:____________________________
Title:___________________________
4
<PAGE> 55
FORM OF PROXY BALLOT
[ASSET ALLOCATION FUND]
[BOND INDEX FUND]
[S&P 500 STOCK FUND]
[U.S. TREASURY ALLOCATION FUND]
[GROWTH STOCK FUND]
[SHORT-INTERMEDIATE TERM FUND]
[MONEY MARKET FUND]
SPECIAL MEETING OF SHAREHOLDERS ON
DECEMBER 5, 1995
THIS PROXY IS SOLICITED ON
BEHALF OF THE BOARD OF DIRECTORS
OF STAGECOACH INC.
The undersigned hereby appoints Richard H. Blank, Jr., Ann
Bonsteel and Michael W. Nolte (the "Proxy Agents"), and each of them, attorneys
and Proxy Agents of the undersigned, with power of substitution and
resubstitution, to attend, vote and act for the undersigned at the Special
Meeting of Shareholders, and at any adjournment(s) thereof, of the Asset
Allocation Fund, Bond Index Fund, S&P 500 Stock Fund, U.S. Treasury Allocation
Fund, Growth Stock Fund, Short-Intermediate Term Fund and Money Market Fund
(each, a "Fund" and collectively, the "Funds") of Stagecoach Inc. (the
"Company") to be held at the Company's principal executive offices, 111 Center
Street, Little Rock, Arkansas 72201, beginning at 11:00 a.m. (Central time) on
Tuesday, December 5, 1995, and any adjournment(s) thereof. The Proxy Agents
shall cast votes according to the number of shares of the Fund that the
undersigned may be entitled to vote with respect to the proposals set forth
below, in accordance with the instructions indicated, if any, and shall have
all the powers that the undersigned would possess if personally present. The
undersigned hereby revokes any prior proxy to vote at such meeting and hereby
ratifies and confirms all that said Proxy Agents, or any of them, may lawfully
do by virtue hereof or thereof.
THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF THE NOTICE OF SPECIAL MEETING OF
SHAREHOLDERS OF THE FUND AND THE PROXY STATEMENT, DATED NOVEMBER 2, 1995.
PLEASE USE THIS PROXY BALLOT TO VOTE ONLY SHARES OF THE FUND LISTED
ABOVE. IF YOU HOLD SHARES OF ADDITIONAL FUNDS, YOU SHOULD HAVE RECEIVED
ADDITIONAL PROXY BALLOTS FOR THESE FUNDS. PLEASE CALL SHAREHOLDER
COMMUNICATIONS CORP. ("SCC")IF YOU NEED ADDITIONAL PROXY BALLOTS.
FOR YOUR CONVENIENCE, YOU MAY VOTE BY CALLING SCC TOLL-FREE AT
1-800-733-8481, EXT. 460 FROM 6:00 A.M. TO 8:00 P.M. PACIFIC TIME.
YOU MAY ALSO VOTE BY FAXING THE PROXY BALLOT TO SHAREHOLDER
COMMUNICATIONS CORP. AT 1-800-733-1885. A CONFIRMATION OF YOUR TELEPHONE
OR TELEFACSIMILE VOTE WILL BE MAILED TO YOU.
1. SHAREHOLDERS OF THE ASSET ALLOCATION FUND, BOND INDEX FUND, S&P 500 STOCK
FUND AND U.S. TREASURY ALLOCATION FUND.
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<PAGE> 56
A. Approval to authorize the Company to vote your Fund's
interests in the corresponding Master Portfolio of Master
Investment Portfolio ("MIP") to approve a new Investment
Advisory Contract between MIP, on behalf of such Master
Portfolio, and BZW Global Investors, as investment adviser.
/ / FOR / / AGAINST / / ABSTAIN
2. SHAREHOLDERS OF THE GROWTH STOCK FUND AND THE SHORT-INTERMEDIATE TERM
FUND.
A. Approval to authorize the Company to vote your Fund's
interests in the corresponding Master Portfolio of MSIT to
approve a new Investment Advisory Contract between MSIT, on
behalf of such Master Portfolio, and BZW Global Investors,
as adviser.
/ / FOR / / AGAINST / / ABSTAIN
B. Approval to authorize the Company to vote each Fund's
interests in the corresponding Master Portfolio of MSIT to
approve a new Sub-Advisory Contract for MSIT, on behalf of
such Master Portfolio, with BZW Global Investors, as
adviser, and Wells Fargo Bank, N.A., as sub-adviser.
/ / FOR / / AGAINST / / ABSTAIN
3. SHAREHOLDERS OF THE MONEY MARKET FUND.
A. Approval of a new Investment Advisory Contract between the
Company, on behalf of the Fund, and BZW Global Investors,
as adviser.
/ / FOR / / AGAINST / / ABSTAIN
B. Approval of a Sub-Advisory Contract for the Company, on
behalf of the Fund, with BZW Global Investors, as adviser,
and Wells Fargo Bank, N.A., as sub-adviser.
/ / FOR / / AGAINST / / ABSTAIN
THESE PROPOSALS AND ANY OTHER MATTERS THAT ARE PROPERLY RAISED
BEFORE, OR ARE INCIDENT TO THE CONDUCT, OF THE SPECIAL MEETING, MAY BE
CONSIDERED AT THE SPECIAL MEETING OR ANY ADJOURNMENT(S) THEREOF, INCLUDING ANY
ADJOURNMENT(S) NECESSARY TO OBTAIN REQUISITE QUORUMS AND/OR APPROVALS.
BY SIGNING AND DATING THE LOWER PORTION OF THIS BALLOT, YOU AUTHORIZE THE PROXY
AGENTS TO VOTE ON THE PROPOSALS AS MARKED OR, IF NOT MARKED, TO VOTE "FOR" THE
PROPOSALS, AND TO USE THEIR DISCRETION TO VOTE ANY OTHER MATTER AS MAY PROPERLY
COME BEFORE, OR ARE INCIDENT TO, THE SPECIAL MEETING. WHETHER OR NOT YOU INTEND
TO ATTEND THE SPECIAL MEETING IN PERSON, PLEASE COMPLETE, DETACH AND MAIL THE
LOWER PORTION OF THIS BALLOT AT ONCE IN THE ENCLOSED POSTAGE PAID ENVELOPE.
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<PAGE> 57
Please sign below exactly as your name(s) appear(s) hereon.
Corporate proxies must be signed in full corporate name by an authorized
officer. Where shares are registered with joint owners, all joint owners
should consider their individual circumstances to determine whether one or all
owners must sign. Fiduciaries must give full titles as such. Proxy Ballots
signed or telephoned by one owner will be presumed to be valid absent prior
written notification to the Company that more than one owner is required for
valid execution.
___________________________________ ____________________________________
SIGNATURE SIGNATURE
(Joint Owner)
_______________________________,1995 ________________________________, 1995
(Please date) (Please date)
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<PAGE> 58
STAGECOACH INC.
111 CENTER STREET
LITTLE ROCK, ARKANSAS 72201
- --------------------------------------------------------------------------------
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
ASSET ALLOCATION FUND
BOND INDEX FUND
S&P 500 STOCK FUND
U.S. TREASURY ALLOCATION FUND
GROWTH STOCK FUND
SHORT-INTERMEDIATE TERM FUND
MONEY MARKET FUND
TO BE HELD ON DECEMBER 5, 1995
- --------------------------------------------------------------------------------
To the Shareholders of the ASSET ALLOCATION, BOND INDEX, S&P 500 STOCK, U.S.
TREASURY ALLOCATION, GROWTH STOCK, SHORT-INTERMEDIATE TERM and MONEY MARKET
FUNDS (each, a "Fund" and collectively, the "Funds") of Stagecoach Inc. (the
"Company"):
PLEASE TAKE NOTE that a SPECIAL MEETING OF SHAREHOLDERS (the
"Special Meeting") of the Funds will be held on December 5, 1995, at 11:00 a.m.
(Central time) at the Company's principal executive office, 111 Center Street,
Little Rock, Arkansas 72201. Each of the Funds, other than the Money Market
Fund (the "Non-Money Market Funds"), is a "feeder" fund in a master/feeder
structure and invests substantially all its assets in a portfolio (a "Master
Portfolio") of either Master Investment Portfolio ("MIP") or Managed Series
Investment Trust ("MSIT") that bears a corresponding name and has a
substantially identical investment objective.1 Due to certain pass-through
voting procedures adopted by the Non-Money Market Funds, shareholders of each
Non-Money Market Fund will be asked to authorize the Company to vote such Fund's
interests in the corresponding Master Portfolio of MIP or MSIT to approve
certain advisory arrangements for MIP and MSIT and certain sub-advisory
arrangements for MSIT. The Money Market Fund is not part of a master/feeder
structure and shareholders of such Fund will vote directly on whether to
approve the new advisory and sub-advisory contracts described below.
THE SPECIAL MEETING OF SHAREHOLDERS IS BEING CALLED FOR THE
FOLLOWING PURPOSES:
__________________________________
(1) The Asset Allocation, Bond Index, S&P 500 Stock and U.S. Treasury
Allocation Funds each invests substantially all of its assets in the Asset
Allocation, Bond Index, S&P 500 Index and U.S. Treasury Allocation Master
Portfolios, respectively, of MIP. The Growth Stock Fund and Short-Intermediate
Term Fund each invests substantially all of its assets in the Growth Stock
Master Portfolio and Short-Intermediate Term Master Portfolio, respectively,
of MSIT.
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<PAGE> 59
1. FOR SHAREHOLDERS OF THE ASSET ALLOCATION, BOND INDEX, S&P
500 STOCK AND U.S. TREASURY ALLOCATION FUNDS.
A. To authorize the Company to vote each Fund's
interests in the corresponding Master Portfolio of
MIP to approve a new Investment Advisory Contract (a
form of which appears as Appendix F to the
accompanying Proxy Statement) between MIP, on behalf
of such Master Portfolio, and BZW Global
Investors, as adviser.
2. FOR SHAREHOLDERS OF THE GROWTH STOCK FUND AND
SHORT-INTERMEDIATE TERM FUND.
A. To authorize the Company to vote each Fund's
interest's in the corresponding Master Portfolio of
MSIT to approve a new Investment Advisory Contract
(a form of which appears as Appendix G to the
accompanying Proxy Statement) between MSIT, on
behalf of such Master Portfolio, and BZW Global
Investors, as adviser; and
B. To authorize the Company to vote each Funds
interest's in the corresponding Master Portfolio of
MSIT to approve a new Sub-Advisory Contract (a form
of which appears as Appendix H to the accompanying
Proxy Statement) for MSIT, on behalf of such Master
Portfolio, with BZW Global Investors, as adviser,
and Wells Fargo Bank, N.A. ("Wells Fargo Bank"), as
sub-adviser.
3. FOR SHAREHOLDERS OF THE MONEY MARKET FUND.
A. To consider and approve a new Investment Advisory
Contract (a form of which appears as Appendix I to
the accompanying Proxy Statement) between the
Company, on behalf of such Fund, and BZW Global
Investors, as adviser; and
B. To consider and approve a new Sub-Advisory Contract
(a form of which appears as Appendix J to the
accompanying Proxy Statement) for the Company, on
behalf of such Fund, with BZW Global Investors, as
adviser, and Wells Fargo Bank, as sub-adviser.
These proposals and any other matters that are properly raised
before, or are incident to the conduct, of the Special Meeting, may be
considered either at the Special Meeting or any adjournment(s) thereof,
including any adjournment(s) necessary to obtain requisite quorums and/or
approvals.
YOUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE PROPOSALS.
The Board of Directors of the Company has fixed the close of
business on October 11, 1995 as the record date for the determination of Fund
shareholders entitled to receive notice of and to vote at the Special Meeting
or any adjournment(s) thereof. The enclosed Proxy Statement contains further
information regarding the Special Meeting and the proposals to be considered.
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<PAGE> 60
YOUR PROXY IS VERY IMPORTANT TO US. SIGNED BUT UNMARKED PROXY BALLOTS WILL BE
COUNTED IN DETERMINING WHETHER A QUORUM IS PRESENT AND (EXCEPT FOR BROKER
"NON-VOTES" AS DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT) WILL BE VOTED IN
FAVOR OF EACH OF THE PROPOSALS, AND, IN THE DISCRETION OF THE PROXY AGENTS AS
TO OTHER MATTERS THAT MAY COME PROPERLY BEFORE, OR ON MATTERS INCIDENT TO THE
CONDUCT OF, THE SPECIAL MEETING. If you own shares in more than one Fund, more
than one Proxy Ballot accompanies this Notice and Proxy Statement. Whether or
not you intend to attend the Special Meeting in person, you may vote in any
one of the following three ways:
1. Mark, sign, date and return the enclosed Proxy Ballot in
the enclosed postage-paid envelope; or
2. Vote by telephone by calling Shareholder Communications
Corp. ("SCC") toll-free at 1-800-733-8481, Ext. 460 from
6:00 a.m. to 8:00 p.m. (Pacific time) (a confirmation of
your telephone vote will be mailed to you); or
3. Mark, sign, date and fax the enclosed Proxy Ballot to SCC
at 1-800-733-1885 (a confirmation of your telefacsimile
vote will be mailed to you).
By Order of the Board of Directors
Richard H. Blank, Jr.
Secretary
November 2, 1995
YOUR VOTE IS VERY IMPORTANT TO US REGARDLESS
OF THE NUMBER OF SHARES THAT YOU OWN.
PLEASE VOTE BY MAIL, TELEPHONE
OR TELEFACSIMILE IMMEDIATELY.
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<PAGE> 61
IMPORTANT NOTICE: PLEASE COMPLETE THE
ENCLOSED PROXY BALLOT AND RETURN IT AS SOON AS POSSIBLE.
FOR YOUR CONVENIENCE, YOU MAY VOTE BY CALLING SHAREHOLDER
COMMUNICATIONS CORP. ("SCC") TOLL-FREE AT
1-800-733-8481, EXT. 460 FROM 6:00 A.M. TO
8:00 P.M. PACIFIC TIME. YOU MAY
ALSO VOTE BY FAXING YOUR
PROXY BALLOT TO SCC AT 1-800-733-1885.
A CONFIRMATION OF YOUR TELEPHONE OR TELEFACSIMILE
VOTE WILL BE MAILED TO YOU.
STAGECOACH INC.
111 CENTER STREET
LITTLE ROCK, ARKANSAS 72201
November 2, 1995
Dear Shareholder:
We are pleased to invite you to a Special Meeting of Shareholders
of the Asset Allocation, Bond Index, S&P 500 Stock, U.S. Treasury Allocation,
Growth Stock, Short-Intermediate Term and Money Market Funds (each, a "Fund"
and collectively, the "Funds") of Stagecoach Inc. (the "Company") to be held on
Tuesday, December 5, 1995. The purpose of the Special Meeting is to seek
shareholder approval of new investment advisory arrangements for all of the
Funds.
All of the Funds (other than the Money Market Fund) are "feeder"
funds in a "master/feeder" structure, which means that each Fund pursues its
investment objective by investing in a Portfolio (a "Master Portfolio") of
Master Investment Portfolio ("MIP") or Managed Series Investment Trust ("MSIT")
with an identical investment objective. The Money Market Fund does not operate
through a master/feeder structure, which means that it invests directly in a
portfolio of securities. Currently, Wells Fargo Bank, N.A. ("Wells Fargo
Bank"), serves as investment adviser to each Master Portfolio and the Money
Market Fund. Wells Fargo Nikko Investment Advisors ("WFNIA") currently serves
as sub-adviser to each of the MIP Master Portfolios. The MSIT Master
Portfolios and Money Market Fund do not currently have a sub-adviser.
Subsidiaries of Wells Fargo Bank and The Nikko Securities Co.,
Ltd., a Japanese investment company ("Nikko"), each presently owns a fifty
percent partnership interest in WFNIA. They have agreed to sell WFNIA, and
Wells Fargo Bank has agreed to sell its MasterWorks Division, (the "Sale") to
Barclays Bank PLC or certain of its affiliates (collectively "Barclays").
Barclays has indicated that it intends to reorganize WFNIA into an entity that
will be named BZW Global Investors. Barclays has advised the Board of
Directors of the Company that BZW Global Investors intends to continue
operation with WFNIA's existing management, investment professionals and
resources essentially intact and that no material changes to WFNIA's investment
philosophy, policies or strategies are contemplated. Barclays and Wells Fargo
Bank have also advised the Board of Directors that under the proposed
investment advisory and sub-advisory contracts, BZW Global Investors
1
<PAGE> 62
and Wells Fargo Bank should be able to provide investment advisory services
that are at least comparable to the services that WFNIA and Wells Fargo Bank
currently provide to each Master Portfolio and the Money Market Fund.
As a result of the Sale, and as explained more fully in the
accompanying Proxy Statement, the Company believes new advisory and
sub-advisory relationships would be beneficial to the Funds and the Master
Portfolios. However, Wells Fargo Bank or its affiliates will continue to
provide various services to the Company, MIP and MSIT and the Company's
toll-free "800" customer service number will not change.
The Special Meeting is being called to request Shareholder
approval of each of the following specific proposals, each of which is
contingent upon the consummation of the Sale:
1. For shareholders of the ASSET ALLOCATION, BOND INDEX, S&P
500 STOCK and U.S. TREASURY ALLOCATION FUNDS, to authorize
the Company to vote each Fund's interests in the
corresponding Master Portfolio of MIP to approve new
investment advisory contracts between MIP and BZW Global
Investors, as adviser. The terms of the proposed advisory
contracts are identical in all material respects to the
terms of the existing investment advisory contracts with
Wells Fargo Bank, and the level of advisory fees would be
unchanged.
2. For shareholders of the GROWTH STOCK and SHORT-INTERMEDIATE
TERM FUNDS, to authorize the Company to vote each Fund's
interests in the corresponding Master Portfolio of MSIT to:
A. Approve new investment advisory contracts between
MSIT and BZW Global Investors, as adviser. The
terms of the proposed advisory contracts are
identical in all material respects to the terms of
the existing investment advisory contracts with
Wells Fargo Bank, and the level of advisory fees
would be unchanged.
B. Approve new sub-advisory contracts for MSIT, on
behalf of each of its Master Portfolios, with BZW
Global Investors, as investment adviser, and Wells
Fargo Bank, as sub-adviser. BZW Global Investors
would be obligated to pay all sub-advisory fees
owed to Wells Fargo Bank and the total level of fees
paid for advisory services would be unchanged.
3. For shareholders of the MONEY MARKET FUND, to consider and
approve:
A. A new advisory contract between the Company, on
behalf of such Fund, and BZW Global Investors, as
adviser. The terms of the proposed advisory
contract are identical in all material respects to
the terms of the existing advisory contract with
Wells Fargo Bank, and the level of fees would be
unchanged.
B. A new sub-advisory contract for the Company, on
behalf of such Fund, with BZW Global Investors, as
adviser, and Wells Fargo Bank, as sub-adviser.
BZW Global Investors would be obligated to pay all
sub-advisory fees owed to Wells Fargo Bank and the
total level of fees paid by the Fund for advisory
services would be unchanged.
THE COMPANY'S BOARD OF DIRECTORS HAS UNANIMOUSLY APPROVED THESE PROPOSALS AND
RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE PROPOSALS.
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<PAGE> 63
The formal Notice of Special Meeting, a Proxy Statement and a
Proxy Ballot are enclosed. If you own shares in more than one Fund, more than
one Proxy Ballot accompanies these proxy materials. Whether or not you intend
to attend the Special Meeting, you may vote by proxy in any of three ways:
1. Mark, sign, date and return the enclosed Proxy Ballot in
the enclosed postage-paid envelope; or
2. Vote by telephone by calling SCC toll-free at
1-800-733-8481, Ext. 460 from 6:00 a.m. to 8:00 p.m.
(Pacific time) (a confirmation of your telephone vote will
be mailed to you); or
3. Mark, sign, date and fax the enclosed Proxy Ballot to SCC
at 1-800-733-1885 (a confirmation of your telefacsimile
vote will be mailed to you).
Please return your Proxy Ballot or call or fax us so that your
vote will be counted.
YOUR VOTE IS VERY IMPORTANT TO US REGARDLESS OF THE NUMBER OF
SHARES THAT YOU OWN. PLEASE VOTE BY RETURNING YOUR PROXY BALLOT TODAY, EITHER
IN THE ENCLOSED POSTAGE-PAID ENVELOPE OR BY TELEFACSIMILE AT 1-800-733-1885,
OR BY CALLING SCC TOLL-FREE AT 1-800-733-8481, EXT. 460.
If you have any questions regarding the enclosed materials or the
Special Meeting, please call the Company at 1-800-776-0179. We look forward
to receiving your vote very soon.
Sincerely,
______________________________
R. Greg Feltus
President and Chairman
of the Board
3
