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________________________________________________________________________________
As filed with the Securities and Exchange Commission on September 29, 1999
Registration No. 333-83693
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-14
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
[X] Pre-Effective Amendment No. 3 [_] Post-Effective Amendment No. ___
(Check appropriate box or boxes)
_______________________________________
Exact Name of Registrant as Specified in Charter:
BARCLAYS GLOBAL INVESTORS FUNDS, INC.
(formerly MasterWorks Funds Inc.)
Area Code and Telephone Number:
(800) 643-9691
Address of Principal Executive Offices:
111 Center Street
Little Rock, Arkansas 72201
________________________________
Name and Address of Agent for Service:
Richard H. Blank, Jr.
c/o Stephens Inc.
111 Center Street
Little Rock, Arkansas 72201
Copies to:
Robert M. Kurucza, Esq.
Marco E. Adelfio, Esq.
Morrison & Foerster LLP
2000 Pennsylvania Ave., N.W., Suite 5500
Washington, D.C. 20006
________________________________________________________________________________
No filing fee is due because the Registrant has previously filed an election
pursuant to Rule 24f-2 to register an indefinite number of the Registrant's
shares.
The Registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said section 8(a),
may determine.
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BARCLAYS GLOBAL INVESTORS FUNDS, INC.
CROSS-REFERENCE SHEET
Items Required by Form N-14
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Letter to Shareholders -- Incorporated by reference to Pre-Effective Amendment
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No. 2 to the Registration Statement of Barclays Global Investors Funds, Inc. on
Form N-14, filed September 17, 1999 (Registration No. 333-83693).
Notice of Special Meeting -- Incorporated by reference to Pre-Effective
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Amendment No. 2 to the Registration Statement of Barclays Global Investors
Funds, Inc. on Form N-14, filed September 17, 1999 (Registration No. 333-83693).
PART A -- Incorporated by reference to Pre-Effective Amendment No. 2 to the
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Registration Statement of Barclays Global Investors Funds, Inc. on Form N-14,
filed September 17, 1999 (Registration No. 333-83693).
PART B -- Incorporated by reference to Pre-Effective Amendment No. 2 to the
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Registration Statement of Barclays Global Investors Funds, Inc. on Form N-14,
filed September 17, 1999 (Registration No. 333-83693).
PART C -- Filed herewith
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THE FOLLOWING ITEMS ARE ALSO INCORPORATED BY REFERENCE:
A) From Post-Effective Amendment No. 21 of Barclays Global Investors
Funds, Inc, filed June 30, 1999 (SEC File No. 33-54126; 811-7332): The
Prospectus
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and Statement of Additional Information dated July 1, 1999, describing
the Bond Index Fund and the U.S. Treasury Allocation Fund;
B) The audited financial statements and related independent auditors'
reports for the Bond Index Fund and U.S. Government Allocation Fund of
Barclays Global Investors Funds, Inc., and the Bond Index Master
Portfolio and U.S. Government Allocation Master Portfolio of Master
Investment Portfolio, contained in the Annual Reports for the fiscal
period ended February 28, 1999, as filed with the SEC on April 26,
1999.
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FORM N-14
PART C -- OTHER INFORMATION
BARCLAYS GLOBAL INVESTORS FUNDS, INC.
111 Center Street
Little Rock, Arkansas 72201
Telephone: 1-888-204-3956
Item 15. Indemnification.
---------------
Under the terms of the Maryland Corporation Law and the Restated Articles of
Incorporation and By-Laws of Barclays Global Investors Funds, Inc. ("BGI
Funds"), incorporated by reference as Exhibits (1) and (2) hereto, provides for
the indemnification of BGI Funds' directors and employees. Item 27. The
following paragraphs of Article VIII of BGI Funds' Articles of Incorporation
provide:
(h) The Corporation shall indemnify (1) its Directors and
officers, whether serving the Corporation or at its request any other
entity, to the full extent required or permitted by the General Laws of
the State of Maryland now or hereafter in force, including the advance of
expenses under the procedures and to the full extent permitted by law, and
(2) its other employees and agents to such extent as shall be authorized
by the Board of Directors or the Corporation's By-Laws and be permitted by
law. The foregoing rights of indemnification shall not be exclusive of
any other rights to which those seeking indemnification may be entitled.
The Board of Directors may take such action as is necessary to carry out
these indemnification provisions and is expressly empowered to adopt,
approve and amend from time to time such By-Laws, resolutions or contracts
implementing such provisions or such further indemnification arrangements
as may be permitted by law. No amendment of these Articles of
Incorporation of the Corporation shall limit or eliminate the right to
indemnification provided hereunder with respect to acts or omissions
occurring prior to such amendment or repeal. Nothing contained herein
shall be construed to authorize the Corporation to indemnify any Director
or officer of the Corporation against any liability to the Corporation or
to any holders of securities of the Corporation to which he is subject by
reason of willful misfeasance, bad faith, gross negligence, or reckless
disregard of the duties involved in the conduct of his office. Any
indemnification by the Corporation shall be consistent with the
requirements of law, including the 1940 Act.
(i) To the fullest extent permitted by Maryland statutory and
decisional law and the 1940 Act, as amended or interpreted, no Director or
officer of the
C-1
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Corporation shall be personally liable to the Corporation or its
stockholders for money damages; provided, however, that nothing herein
shall be construed to protect any Director or officer of the Corporation
against any liability to which such Director or officer would otherwise be
subject by reason of willful misfeasance, bad faith, gross negligence, or
reckless disregard of the duties involved in the conduct of his office. No
amendment, modification or repeal of this Article VIII shall adversely
affect any right or protection of a Director or officer that exists at the
time of such amendment, modification or repeal.
Item 16. Exhibits.
--------
Unless otherwise specified, all references to the "Registration Statement"
in the following list of Exhibits refer to BGI Funds' Registration Statement on
Form N-1A (File Nos. 33-54126; 811-7332).
<TABLE>
<CAPTION>
Exhibit Number Description
<S> <C>
(1)(a) Restated Articles of Incorporation dated October 31, 1995, incorporated by
reference to Post-Effective Amendment No. 11 to the Registration Statement,
filed December 1, 1995.
(2) By-Laws, incorporated by reference to Post-Effective Amendment No. 8 to
the Registration Statement, filed June 27, 1995.
(3) Not Applicable.
(4) Agreement and Plan of Consolidation, filed herewith as Exhibit A to the
Combined Prospectus/Proxy Statement.
(5) Not Applicable.
(6) Not Applicable.
(7) Amended and Restated Distribution Agreement with Stephens Inc. on behalf of
the Funds, dated February 16, 1996, incorporated by reference to
Post-Effective Amendment No. 13 to the Registration Statement, filed June 28, 1996.
(8) Not Applicable.
(9) Custody Agreement with Investors Bank & Trust Company on behalf of the
Funds, dated October 21, 1996, incorporated by reference to Post-Effective
Amendment No. 22 to the Registration Statement, filed July 30, 1999.
</TABLE>
C-2
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<TABLE>
<CAPTION>
Exhibit Number Description
<S> <C>
(10) Not Applicable
(11) Opinion and Consent of Morrison & Foerster LLP, incorporated by reference
to Pre-Effective Amendment No. 2 to the Registration Statement of BGI Funds
on Form N-14, filed September 17, 1999 (Registration No. 333-83693).
(12) See Item 17(3) of this Part C.
(13)(a) Transfer Agency and Service Agreement with Investors Bank & Trust Company
on behalf of the Funds, dated February 27, 1998, incorporated by reference
to Post-Effective Amendment No. 22 to the Registration Statement, filed
July 30, 1999.
(13)(b) Shareholder Servicing Plan and Form of Shareholder Servicing Agreement for
the Funds, dated February 1, 1994, as amended October 29, 1998,
incorporated by reference to Post-Effective Amendment No. 18 to the
Registration Statement, filed November 20, 1998.
(13)(c) Co-Administration Agreement with Stephens Inc. and Barclays Global
Investors, N.A. on behalf of the Funds, dated October 21, 1996, as amended
on June 11, 1998, incorporated by reference to Post-Effective Amendment No.
22 to the Registration Statement, filed July 30, 1999.
(13)(d) Sub-Administration Agreement by and among Barclays Global Investors, N.A.
and Investors Bank & Trust Company on behalf of the Funds, dated October
21, 1996, incorporated by reference to Post-Effective Amendment No. 14 to
the Registration Statement, filed June 30, 1997.
(13)(e) Service Agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated
on behalf of the Funds, dated December 31, 1997, incorporated by reference
to Post-Effective Amendment No. 16 to the Registration Statement, filed
July 2, 1998
(13)(f) Financial Services Agreement with Merrill Lynch, Pierce, Fenner & Smith
Incorporated on behalf of the Funds, dated December 31, 1997, incorporated
by reference to Post-Effective Amendment No. 16 to the Registration Statement,
filed July 2, 1998.
14 Consent of Independent Auditors -KPMG LLP, filed herewith.
15 Not Applicable
</TABLE>
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<TABLE>
<CAPTION>
Exhibit Number Description
<S> <C>
16 Powers of Attorney for Jack S. Euphrat, R. Greg Feltus and W.
Rodney Hughes as Directors/Trustees of BGI Funds and Master Investment
Portfolio, incorporated by reference to Post-Effective Amendment No. 14
to the Registration Statement, filed June 30, 1997.
17(a) Not Applicable
17(b) Forms of Proxy Ballot, incorporated by reference to Pre-Effective Amendment
No. 2 to the Registration Statement of BGI Funds on Form N-14, filed
September 17, 1999 (Registration No. 333-83693).
17(c)(i) Prospectus and Statement of Additional Information for U.S. Treasury
Allocation Fund and Bond Index Fund, dated July 1, 1999, incorporated
by reference to Pre-Effective Amendment No. 2 to the Registration Statement
of BGI Funds on Form N-14, filed September 17, 1999 (Registration No. 333-83693).
17(c)(ii) Annual Reports for U.S. Treasury Allocation Fund and Bond Index Fund for
the fiscal year ended February 28, 1999, filed on April 26, 1999.
</TABLE>
Item 17. Undertakings.
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(1) BGI Funds agrees that, prior to any public reoffering of the
securities registered through the use of a prospectus which is a
part of this registration statement by any person or party who is
deemed to be an underwriter within the meaning of Rule 145(c) of
the Securities Act of 1933, the reoffering prospectus will
contain the information called for by the applicable registration
form for the reofferings by persons who may be deemed
underwriters, in addition to the information called for by the
other items of the applicable form.
(2) The undersigned registrant agrees that every prospectus that is
filed under paragraph (1) above will be filed as part of an
amendment to the registration statement and will not be used
until the amendment is effective, and that, in determining any
liability under the Securities Act of 1933, each post-effective
amendment shall be deemed to be a new registration statement for
the securities offered therein, and the offering of the
securities at that time shall be deemed to be the initial bona
fide offering of them.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this
Pre-Effective Amendment to its Registration Statement on Form N-14 to be signed
on its behalf by the undersigned, thereto duly authorized, in the City of Little
Rock, State of Arkansas on the 28th day of September, 1999.
BARCLAYS GLOBAL INVESTORS FUNDS, INC.
By /s/ Richard H. Blank, Jr.
-------------------------------
Richard H. Blank, Jr.
Secretary and Treasurer
(Principal Financial Officer)
Pursuant to the requirements of the Securities Act of 1933, this
Pre-Effective Amendment to the Registration Statement on Form N-14 has been
signed below by the following persons in the capacities and on the date
indicated:
<TABLE>
<CAPTION>
Signature Title
- --------- -------
<S> <C> <C>
*
- ------------------------------ Director, Chairman and President 9/28/99
(R. Greg Feltus) (Principal Executive Officer)
/s/ Richard H. Blank, Jr.
- ------------------------------ Secretary and Treasurer 9/28/99
(Richard H. Blank, Jr.) (Principal Financial Officer)
*
- ------------------------------ Director 9/28/99
(Jack S. Euphrat)
*
- ------------------------------ Director 9/28/99
(W. Rodney Hughes)
</TABLE>
*By: /s/ Richard H. Blank, Jr.
-------------------------
Richard H. Blank, Jr.
As Attorney-in-Fact
September 28, 1999
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, Master Investment Portfolio has duly caused this
Pre-Effective Amendment to the Registration Statement of Barclays Global
Investors Funds, Inc. ("BGI Funds") on Form N-14 to be signed on its behalf by
the undersigned, thereto duly authorized, in the City of Little Rock, State of
Arkansas on the 28th day of September, 1999.
MASTER INVESTMENT PORTFOLIO
By /s/ Richard H. Blank, Jr.
-------------------------------
Richard H. Blank, Jr.
Secretary and Treasurer
(Principal Financial Officer)
Pursuant to the requirements of the Securities Act of 1933, this
Pre-Effective Amendment to the Registration Statement of BGI Funds on Form N-14
has been signed below by the following persons in the capacities and on the date
indicated:
<TABLE>
<CAPTION>
Signature Title
- --------- -------
<S> <C> <C>
*
- ------------------------------ Director, Chairman and President 9/28/99
(R. Greg Feltus) (Principal Executive Officer)
/s/ Richard H. Blank, Jr.
- ------------------------------ Secretary and Treasurer 9/28/99
(Richard H. Blank, Jr.) (Principal Financial Officer)
*
- ------------------------------ Director 9/28/99
(Jack S. Euphrat)
*
- ------------------------------ Director 9/28/99
(W. Rodney Hughes)
</TABLE>
*By: /s/ Richard H. Blank, Jr.
-------------------------
Richard H. Blank, Jr.
As Attorney-in-Fact
September 28, 1999
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BARCLAYS GLOBAL INVESTORS FUNDS, INC.
N-14 Exhibit Index
Exhibit Number Description
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99.14 Consent of Independent Auditors
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EXHIBIT 99.14
[KPMG LLP LETTERHEAD]
Independent Auditors' Consent
-----------------------------
The Board of Directors and Shareholders
Barclays Global Investors Funds, Inc.
The Board of Trustees and Shareholders
Master Investment Portfolio:
We consent to the incorporation by reference in the Combined Proxy Statement/
Prospectus and in the statement of additional information of Barclays Global
Investors Funds, Inc. (formerly MasterWorks Funds Inc.) constituting part of
this Registration Statement on Form N-14, of our report dated April 2, 1999, on
the financial statements and financial highlights of Bond Index Fund and U.S.
Treasury Allocation Fund (two of the funds comprising Barclays Global Investors
Funds, Inc.) as of February 28, 1999, and for the periods indicated therein.
We also consent to the incorporation by reference in the Combined Proxy
Statement/Prospectus and in the statement of additional information of Barclays
Global Investors Funds, Inc. constituting part of this Registration Statement on
Form N-14, of our reports dated April 2, 1999, on the financial statements and
financial highlights of Bond Index Master Portfolio and U.S. Treasury Allocation
Master Portfolio (two of the portfolios comprising Master Investment Portfolio)
as of February 28, 1999, and for the periods indicated therein.
We also consent to the reference to our firm under the heading "Comparison of
Advisory and Other Service Arrangements and Fees" in the Combined Proxy
Statement/Prospectus.
/s/ KPMG LLP
San Francisco, California
September 15, 1999
