UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[X] Preliminary Proxy Statement
[_] Confidential, For Use by the Commission Only (as permitted by
Rule 14a-6(e)(2))
[_] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Under Rule 14a-12
BARCLAYS GLOBAL INVESTORS FUNDS, INC.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement,
if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) 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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[_] Fee paid previously with preliminary materials.
[_] 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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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
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IMPORTANT NOTICE: Please vote using the
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Enclosed Proxy Ballot as soon as possible.
For your convenience, you may vote by calling Shareholder
Communications Corp. ("SCC") toll-free at 1-800-606-8448
from 6:00 a.m. to 8:00 p.m. (Pacific time). You may
also vote by faxing the front and back of your
Proxy Ballot to SCC at 1-800-733-1885.
A confirmation of your telephonic or facsimile
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vote will be sent to you.
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BARCLAYS GLOBAL INVESTORS FUNDS, INC.
111 Center Street
Little Rock, Arkansas 72201
March 24, 2000
To Our Shareholders:
On behalf of the Board of Directors of Barclays Global Investors Funds,
Inc. (the "Company"), I cordially invite you to attend the Annual Meeting of
Shareholders (the "Meeting"). The Meeting will be held at 11:00 a.m. (Central
time) on May 5, 2000, at the principal executive offices of the Company, 111
Center Street, Little Rock, Arkansas 72201. The formal notice of the Annual
Meeting is included with these materials.
Whether or not you are able to attend the Annual Meeting, it is
important that your views be represented. To be sure that happens, please sign
and date the enclosed proxy card and return it in the envelope provided. In
addition, if you plan to attend the Meeting, please check the appropriate box on
the proxy card.
Very truly yours,
Barclays Global Investors Funds, Inc.
R. Greg Feltus
President
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BARCLAYS GLOBAL INVESTORS FUNDS, INC.
111 Center Street
Little Rock, Arkansas 72201
March 24, 2000
To Our Shareholders:
PLEASE TAKE NOTE that the ANNUAL MEETING OF SHAREHOLDERS (the
"Meeting") of Barclays Global Investors Funds, Inc. (the "Company") will be held
on Friday, May 5, 2000, at 11:00 a.m. (Central time) at the principal office of
the Company, 111 Center Street, Little Rock, Arkansas 72201.
The Company, a Maryland business corporation, currently consists of the
following ten funds: the Asset Allocation, Bond Index, Institutional Money
Market, LifePath Income (formerly LifePath 2000), LifePath 2010, LifePath 2020,
LifePath 2030, LifePath 2040, Money Market and S&P 500 Stock Funds (the
"Funds"). The accompanying Proxy Statement relates to all Funds of the Company.
The Meeting is called for the following purposes:
(1) To elect the Directors of the Company, each of whom will serve
until his or her successor is elected and qualified;
(2) To approve converting the Funds' investment objectives from
fundamental to non-fundamental;
(3) To approve amending the Funds' fundamental investment policies
and converting certain other fundamental investment policies
to non-fundamental investment policies;
(4) To ratify the selection of KPMG as independent accountants for
each Fund for the current fiscal year; and
(5) To transact such other business as may properly come before
the meeting.
Your attention is directed to the accompanying Proxy Statement for
further information regarding the Meeting and each of the above proposals.
You may vote at the Meeting if you are the record owner of shares of
the Funds as of the close of business on March 20, 2000. If you attend the
Meeting you may vote your shares in person. Even if you do not attend the
Meeting, you may vote by proxy in one of three ways:
o By Mail--Mark, sign, date and return the enclosed Proxy Ballot in the
enclosed postage-paid envelope;
o By Phone--Call SCC toll-free at 1-800-606-8448 from 6:00 a.m. to 8:00 p.m.
(Pacific time); or
o By Fax--Mark, sign, date and fax both sides of the enclosed Proxy Ballot to
SCC at 1-800-733-1885.
A confirmation of your telephonic or fax vote will be sent to you.
Each Fund is a feeder fund that invests all of its assets in shares of
a corresponding master portfolio of Master Investment Portfolio ("MIP"). MIP is
seeking the vote of its interestholders to approve identical matters for the
corresponding master portfolios. The votes cast by Fund shareholders will, in
turn, be "passed through" and cast by your Fund, as an interestholder in the
corresponding master portfolio of MIP, in the same proportion as the votes cast
by all Fund shareholders.
Each Fund will furnish, without charge, a copy of its most recent
annual report (and the most recent semi-annual report succeeding the annual
report, if any) to a shareholder upon request. Any such request should be
directed to the respective Fund by calling 1-888-204-3956 or by writing to the
respective Fund at 111 Center Street, Little Rock, AR 72201.
Your vote is very important to us. Whether or not you plan to attend
the meeting in person, please mark, sign, date and return the enclosed Proxy
Ballot today, either in the enclosed postage-paid envelope or by telefacsimile
(front and back) at 1-800-733-1885, or by calling toll-free at 1-800-606-8448.
Signed but unmarked Proxy Ballots will be counted in determining whether a
quorum is present and will be voted in favor of each proposal.
If you have any questions, please call the Company at 1-888-204-3956.
By Order of the Board of Directors,
Richard H. Blank, Jr.
Secretary
March 24, 2000
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YOUR VOTE IS VERY IMPORTANT TO US
NO MATTER HOW MANY SHARES YOU OWN.
YOU CAN HELP THE COMPANY AVOID THE NECESSITY
AND EXPENSE OF SENDING FOLLOW-UP LETTERS
TO ENSURE A QUORUM BY PROMPTLY SIGNING
AND RETURNING THE ENCLOSED PROXY.
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PROXY STATEMENT
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March 24, 2000
Barclays Global Investors Funds, Inc.
111 Center Street
Little Rock, Arkansas 72201
Telephone: 1-888-204-3956
This Proxy Statement is being furnished to shareholders of each Fund of
Barclays Global Investors Funds, Inc. (the "Company" or "BGIF") in connection
with the solicitation of proxies by the Board of Directors of the Company (the
"Board"), for an annual meeting of Shareholders of the Company (the "Meeting")
to be held at the principal office of the Company, 111 Center Street, Little
Rock, Arkansas 72201, on Friday, May 5, 2000, beginning at 11:00 a.m. (Central
time).
The following table summarizes the proposals to be presented at the
Meeting. The Board is soliciting the shareholders of each fund of the Company
with respect to each proposal. The Company, a Maryland business corporation,
currently consists of the following ten funds: the Asset Allocation, Bond Index,
Institutional Money Market, LifePath Income (formerly LifePath 2000), LifePath
2010, LifePath 2020, LifePath 2030, LifePath 2040, Money Market and S&P 500
Stock Funds (the "Funds"). This Proxy Statement relates to all Funds of the
Company.
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PROPOSALS
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#1 -- Electing Directors
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#2 -- Converting each Fund's investment objectives from fundamental to non-
fundamental
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#3 -- Amending the Funds' fundamental investment policies and converting
certain others to non-fundamental investment policies
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#4 -- Ratifying the selection of KPMG LLP ("KPMG") as independent accountants
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The Board plans to begin sending this Proxy Statement, the attached
notice of meeting and the enclosed proxy card on or about March 24, 2000 to all
shareholders entitled to vote. Shareholders who owned shares of any class of a
Fund at the close of business on March 20, 2000 (the "Record Date"), are
entitled to vote at the Meeting. You will find the number of shares outstanding
on the record date for each Fund in Appendix A. Each share of a Fund that you
own entitles you to one vote on each proposal set forth in the table above (a
fractional share has a fractional vote).
It is important for you to vote on the issues described in this Proxy
Statement. We recommend that you read this Proxy Statement in its entirety; the
explanations will help you to decide on the issues.
Each Fund will furnish, without charge, a copy of its most recent
annual report (and the most recent semi-annual report succeeding the annual
report, if any) to a shareholder upon request. Any such request should be
directed to the respective Fund by calling 1-888-204-3956 or by writing to the
respective Fund at 111 Center Street, Little Rock, AR 72201.
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Table of Contents
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I. Introductory Questions and Answers.................................................................4
II. General Voting Information.........................................................................5
Voting of Proxies..................................................................................5
Special Master/Feeder Voting Considerations........................................................5
Revocation of Proxies..............................................................................6
Quorum Requirements................................................................................6
Vote Necessary to Approve a Proposal...............................................................6
Adjournments.......................................................................................6
III. Proposals for Shareholder Approval.................................................................7
Nominees for Director..............................................................................7
Board Meetings and Committees......................................................................8
Director Compensation..............................................................................9
Approval of Converting Each Funds' Investment Objective from
Fundamental to Non-fundamental ................................................................10
Approval of Amending Each Fund's Fundamental
Investment Policies and Converting Certain Others to
Non-Fundamental Investment Policies............................................................11
Comparison of the Current and Proposed Policies....................................................12
Approval of the Ratification of Independent Accountants............................................18
IV. General Information................................................................................19
Other Business at the Meeting......................................................................19
Future Shareholder Proposals.......................................................................19
Executive Officers of the Company..................................................................20
Share Ownership by the Directors...................................................................20
Substantial Shareholders...........................................................................20
Investment Adviser.................................................................................20
Other Service Providers............................................................................21
Solicitation of Proxies and Payment of Expenses....................................................21
Appendix A.........................................................................................A-1
Appendix B.........................................................................................B-1
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I. Introductory Questions and Answers.
Why am I being asked to vote?
Mutual funds are required to obtain shareholders' votes for certain
types of changes, like those included in this Proxy Statement. You have a right
to vote on these changes.
What issues am I being asked to vote on?
As a shareholder of the Company, you are being asked to:
(1) Elect the Directors of the Company;
(2) Approve converting your Fund's investment objective from a
fundamental to a non-fundamental objective;
(3) Approve amending your Fund's fundamental investment policies
and converting certain other of your Fund's fundamental
investment policies to non-fundamental investment policies;
(4) Ratify the selection of KPMG as independent accountants for
your Fund for the current fiscal year; and
(5) Transact such other business as may properly come before the
meeting.
How does the Board recommend that I vote?
The Board recommends that you vote "FOR" all the proposals on the proxy
ballot. How do I vote?
If you attend the Meeting you may vote your shares in person. Even if
you do not attend the Meeting, you may vote by proxy in any of three ways:
o By Mail--Mark, sign, date and return the enclosed Proxy Ballot in the
enclosed postage-paid envelope;
o By Phone--Call SCC toll-free at 1-800-606-8448 from 6:00 a.m. to 8:00 p.m.
(Pacific time); or
o By Fax--Mark, sign, date and fax both sides of the enclosed Proxy Ballot to
SCC at 1-800-733-1885.
A confirmation of your telephonic or fax vote will be sent to you.
<PAGE>
II. General Voting Information.
Voting of Proxies.
If a proxy is properly signed by a shareholder and is not revoked, the
shares represented thereby will be voted at the Meeting in the manner specified
on the proxy. If you sign the proxy card but do not make any specific choices,
your proxy will be voted as recommended by the Board as follows:
o "FOR" the election of each of Jack S. Euphrat, R. Greg Feltus, W. Rodney
Hughes, Leo Soong, and Mary G. F. Bitterman as Directors of the Company.
o "FOR" the conversion of the investment objectives of the Funds from
fundamental to non-fundamental objectives.
o "FOR" the changes to the Funds' fundamental investment policies and the
conversion of certain other investment policies to non-fundamental
investment policies.
o "FOR" the selection of KPMG as independent accountants for the Funds.
Votes will NOT be considered cast, however, if an abstention is
indicated as such on a written proxy or ballot, directions are given in a
written proxy to withhold votes or if the votes are withheld by a broker.
Special Master/Feeder Voting Considerations.
Each Fund is a feeder fund in a master-feeder fund arrangement with a
corresponding master portfolio (each a "Master Portfolio," and collectively, the
"Master Portfolios"). The Master Portfolios in which the Funds invest are
organized as separate series of Master Investment Portfolio ("MIP"), an open-end
management investment company established as a business trust under the laws of
the State of Delaware. As a feeder fund, each Fund seeks to achieve its
respective investment objective by investing all of its investable assets in a
corresponding Master Portfolio with the same investment objectives and policies.
For simplicity, actions are described in this Proxy Statement as being
taken by the Funds; however, MIP is also seeking the vote of its interestholders
to approve identical matters for the corresponding Master Portfolios. The votes
cast by Fund shareholders will, in turn, be "passed through" and cast by your
Fund, as an interestholder in the corresponding Master Portfolio of MIP, in the
same proportion as the votes cast by all Fund shareholders. An instruction to
vote a particular way on the Proxy Ballot will be treated as an instruction to
vote the interests of the corresponding Master Portfolio in the same manner.
Other feeder funds of a particular Master Portfolio will also vote in accordance
with their respective charters and/or other applicable requirements with respect
to the approval of proposals described in this Proxy Statement.
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Revocation of Proxies.
Any shareholder giving a proxy may revoke it at any time before it is
exercised by (i) submitting to the Company a written notice of revocation, (ii)
submitting to the Company a subsequently executed proxy, (iii) attending the
Meeting and voting in person or (iv) notifying the Company of revocation by
toll-free telephone call. Abstentions and "broker non-votes" (i.e., proxies from
brokers or nominees indicating that such persons have not received instructions
from the beneficial owners or other persons entitled to vote shares as to a
particular matter with respect to which the brokers or nominees do not have
discretionary power to vote) will not be counted for or against any proxy to
which they relate, but will be counted for purposes of determining whether a
quorum is present and will be counted as votes present at the Meeting.
Abstentions and broker non-votes will have the effect of a vote against
proposals 2 and 3, and will not affect the vote on proposals 1 and 4.
Quorum Requirements.
A quorum of shareholders is necessary to hold a valid meeting. If
shareholders entitled to vote one-third of all shares outstanding on the record
date are present in person or by proxy, a quorum will exist.
Vote Necessary to Approve a Proposal.
If a quorum is present at the Meeting, the affirmative vote of a
plurality of votes cast is necessary to elect the Directors (Proposal 1).
The affirmative vote of the holders of a majority of the outstanding
shares of each Fund, as defined in the Investment Company Act of 1940, as
amended (the "1940 Act"), is required to approve the changes relating to your
Fund's fundamental investment policies and investment objective (Proposals 2 and
3). The 1940 Act defines the majority of the outstanding shares of a fund as the
lesser of (a) the vote of the holders of 67% or more of the voting shares of the
fund present in person or by proxy, if the holders of more than 50% of the
outstanding voting shares of the fund are present in person or by proxy, or (b)
the vote of the holders of more than 50% of the outstanding voting shares of the
fund.
If a quorum is present at the Meeting, the affirmative vote of a
majority of the votes cast is necessary to ratify the selection of KPMG as
your Fund's independent accountant (Proposal 4).
Adjournments.
In the absence of a quorum, the shareholders present in person or by
proxy, by majority vote and without notice, may adjourn the meeting from time to
time until a quorum shall attend. In case any such adjournment is proposed, the
duly appointed Proxies will vote those proxies which they are entitled to vote
for the Proposals in favor of adjournment, and will vote those proxies required
to be voted against the Proposals against adjournment. At any such adjourned
meting at which a quorum shall be present, any business may be transacted which
might have been transacted at the meeting originally called.
III. Proposals for Shareholder Approval.
PROPOSAL #1 -- ELECTING DIRECTORS
Nominees for Director.
For the election of Directors at the Meeting, the Board has approved the
nomination of Mary G. F. Bitterman, Jack S. Euphrat, R. Greg Feltus, W. Rodney
Hughes and Leo Soong, each to serve as Director until he or she resigns, retires
or his or her successor is elected and qualified. Messrs. Euphrat, Feltus,
Hughes and Soong are currently serving as Directors of the Company and Trustees
of MIP, a separate investment company (MIP and the Company, collectively, the
"Fund Complex"). Each has agreed to stand for reelection. Messrs. Euphrat,
Feltus and Hughes have been Directors of the Company since its inception in 1992
and Mr. Soong was elected a Director by the Board on February 9, 2000. Ms.
Bitterman is being proposed for election as a Director and is not presently
serving as a Director. Her election would expand the size of the Board from four
to five members. No Director or nominee has been a party adverse to the Company
or any of its affiliates in any material pending legal proceeding, nor has any
Director or nominee had an interest materially adverse to the Company.
The affirmative vote of the holders of a plurality of the shares of the
Company's Common Stock voted in person or by proxy at the Meeting is required
for the election of each Director.
Nominees Standing For Reelection
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Principal Occupation
Name, Address and Age Position(s) During Past Five Years
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JACK S. EUPHRAT, 77 Director Private Investor.
415 Walsh Road
Atherton, CA 94027
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R. GREG FELTUS*, 48 Director, Chairman Executive Vice President of Stephens Inc.;
Stephens Inc. and President President of Stephens Insurance Services, Inc.;
111 Center Street, Suite 300 Senior Vice President of Stephens Sports
Little Rock, AR 72201 Management Inc.; and President of Investors
Brokerage Insurance Inc.
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W. RODNEY HUGHES, 73 Director Private Investor.
31 Dellwood Court
San Rafael, CA 94901
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LEO SOONG, 53 Director Managing Director of Crystal Geyser Roxane Water
Crystal Geyser Water Co. Co.; Director and Chairman of KQED, Inc.;
55 Francisco Street, Suite 410 Co-Founder, President and Director of Crystal
San Francisco, CA 94133 Geyser Water Co.; Director of Stanford Alumni
Association; Trustee of California Academy of
Sciences; Trustee of Christian Witness
Theological Seminary.
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* A Director who is an interested person of the Company because he is an
affiliated person, as defined in the 1940 Act.
Nominee Not Presently Serving as a Director
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Principal Occupation
Name, Address and Age Position During Past Five Years
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MARY G. F. BITTERMAN, 55 Director President and Chief Executive Officer of KQED,
KQED, Inc. Inc. since 1993.
2601 Mariposa Street
San Francisco, CA 94110
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Board Meetings and Committees.
The standing committees of the Board are the Audit Committee and the
Nominating Committee.
The members of the Audit Committee are Messrs. Hughes (Chairman),
Euphrat and Soong. The Audit Committee is responsible for:
o recommending independent accountants for selection by the Board;
o reviewing the scope of audit, accounting, and financial internal controls
and the quality and adequacy of the Company's accounting staff with the
independent accountants and such other persons as may be deemed
appropriate;
o reviewing with the accounting staff and the independent accountants the
compliance of transactions of the Company with the investment adviser and
with any affiliate of the adviser with the financial terms of applicable
agreements;
o reviewing the reports of the independent accountants and commenting to the
Board when warranted;
o reporting to the board at least once each year; and
o being directly available at all times to independent accountants and
responsible Officers of the Company for consulting on audit, accounting,
and related financial matters.
The members of the Nominating Committees are Messrs. Hughes (Chairman),
Euphrat and Soong. The Nominating Committee is responsible for considering and
recommending to the Board a slate of persons to be nominated for election as
Directors by the shareholders at each annual meeting of shareholders and a
person to be elected to fill any vacancy occurring for any reason in the Board.
The Nominating Committee will consider nominees recommended by a
shareholder to serve as directors, provided (i) that such person was a
shareholder of record at the time they submit such names and is entitled to vote
at the meeting, and (ii) that the Nominating Committee or the Board, as
applicable, shall make the final determination of persons to be nominated.
The most recent fiscal year for the Asset Allocation, Bond Index,
Institutional Money Market, Money Market and S&P 500 Stock Funds (the
"Non-LifePath Funds") ended on December 31, 1999. During such fiscal year, the
Board held four regular Board meetings and no special meetings. In addition, the
Audit Committee held two meetings and the Nominating Committee did not meet. The
most recent fiscal year for the LifePath Income (formerly LifePath 2000),
LifePath 2010, LifePath 2020, LifePath 2030 and LifePath 2040 Funds (the
"LifePath Funds") ended on February 29, 2000. During such fiscal year the Board
held four regular Board meetings and no special meetings. In addition, the Audit
Committee held two meetings and the Nominating Committee held one meeting.
All of the current Directors and committee members then serving
attended at least 75% of the meetings of the Board or applicable committee, if
any, held during the fiscal year ended December 31, 1999 or February 29, 2000.
Currently, 75% of the Board members are disinterested and, if the Board nominee
is elected by shareholders, that percentage will increase to 80%.
Director Compensation.
Directors of the Company are entitled to receive an annual retainer of
$20,000 to be (i) allocated between the Fund Complex, (ii) payable quarterly,
and (iii) calculated on a pro-rata basis if a Director only serves for a portion
of a year. In addition, BGIF and MIP pay each Director a combined fee of $1,000
for attendance at each meeting of the Boards of BGIF and MIP, and a combined fee
of $250 for attendance at each meeting of Committees of the Boards. Furthermore,
each Director is reimbursed for all reasonable travel expenses incurred by him
or her in connection with such meetings. Directors are not entitled to receive
any retirement benefits or deferred compensation from the Fund Complex.
COMPENSATION TABLE
The following table sets forth the compensation received by the
Directors for their services to the Company and the Fund Complex during the most
recent calendar year ended December 31, 1999.
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Aggregate Total Compensation
Compensation from the
Name and Position from the Company Fund Complex
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Jack S. Euphrat $5,875 $11,750
Director
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Thomas Goho* $1,500 $3,000
Director
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R. Greg Feltus $ 0 $ 0
Director
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W. Rodney Hughes $5,875 $11,750
Director
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J. Tucker Morse* $1,500 $3,000
Director
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Leo Soong** $0 $0
Director
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</TABLE>
* Retired from the Boards of the Company and MIP on April 28, 1999.
** Elected to the Boards of the Company and MIP on February 9, 2000.
A vote by you "FOR" the election of the Director(s) discussed above,
will be treated as an instruction to vote "FOR" the same person(s) as Trustee(s)
at the master level.
<PAGE>
THE BOARD OF DIRECTORS RECOMMENDS
A VOTE "FOR" ALL NOMINEES
PROPOSAL #2 -- CONVERTING EACH FUND'S INVESTMENT
OBJECTIVE FROM FUNDAMENTAL TO NON-FUNDAMENTAL
The investment objective of your Fund presently is fundamental and
requires shareholder approval prior to any change. The Board recommends that you
approve converting your Fund's investment objective from fundamental to
non-fundamental. If shareholders approve converting the Funds' investment
objectives from fundamental to non-fundamental, the Board would have the
flexibility to reword the investment objectives in a way that more clearly
explains the objective that the Fund is pursuing, without changing the substance
of the investment objective or the strategies being pursued. The Board may
exercise this flexibility shortly after the conversion is approved, but there is
no present intention to change the substance of any Fund's investment objective
or the strategies being pursued. For a listing of each Fund's current investment
objective, please see Appendix B.
The Board expects that you will benefit from this proposed change
because it will enable the Board to revise your Fund's investment objective
without incurring the time and costs associated with a shareholder vote. The
Board believes that this approach provides the Board the necessary flexibility
to respond to changes in the marketplace and is in keeping with the flexibility
already afforded to many other funds.
A vote by you "FOR" this proposal will be treated as an instruction to
vote "FOR" the corresponding changes to the investment objectives of the Master
Portfolios at the master level.
<PAGE>
THE BOARD OF DIRECTORS RECOMMENDS
A VOTE "FOR" THIS PROPOSAL
PROPOSAL #3 -- AMENDING EACH FUND'S
FUNDAMENTAL INVESTMENT POLICIES AND CONVERTING
CERTAIN OTHERS TO NON-FUNDAMENTAL INVESTMENT POLICIES
The 1940 Act requires investment companies (such as the Company) to
adopt certain specific investment policies or restrictions that can be changed
only by shareholder vote. An investment company may also elect to designate
other policies or restrictions that may be changed only by shareholder vote.
Both types of policies and restrictions are often referred to as "fundamental
policies." These policies and restrictions limit the investment activities of
the Company's investment advisor.
Since the Company's incorporation in 1992, some of the legal and
regulatory requirements applicable to mutual funds have changed. For example,
certain restrictions imposed by state laws and regulations were preempted by the
National Securities Markets Improvement Act of 1996 and no longer apply. As a
result, the Funds continue to be subject to fundamental policies that are no
longer required to be fundamental, and to other policies that are no longer
required at all. Accordingly, the Directors have authorized the submission to
the Funds' shareholders for their approval, and recommend that shareholders
approve the amendment, reclassification and/or elimination of certain of the
Funds' fundamental policies.
The proposed amendments would:
1. simplify, streamline, and create more flexibility, as well as
standardize the fundamental policies that are required to be
stated under the 1940 Act;
2. reclassify as non-fundamental operating policies those fundamental
policies that are not required to be fundamental under the 1940 Act;
and
3. eliminate those fundamental policies that are no longer required by the
securities laws of the various states.
By reducing the number of policies that can be changed only by
shareholder vote, the Directors believe that the Funds would be able to minimize
the costs and delays associated with holding future shareholder meetings to
revise fundamental policies that become outdated or inappropriate. The Directors
also believe that the investment adviser's ability to manage the Funds' assets
in a changing investment environment will be enhanced and that investment
management opportunities will be increased by these changes.
The proposed standardized fundamental investment policies cover those
areas for which the 1940 Act requires the Company to have a fundamental
restriction. They satisfy current regulatory requirements and are written to
provide flexibility to respond to future legal, regulatory, market or technical
changes. The proposed changes will not affect the Funds' investment objective.
Although the proposed changes in the fundamental policies will allow the Funds
greater flexibility to respond to future investment opportunities, the Board
does not anticipate that the changes, individually or in the aggregate, will
result in a material change in the level of investment risk associated with
investment in the Funds or the manner in which the Funds are managed.
Each Proposal will be voted on separately, and the approval of each
Proposal will require the approval of a majority of the outstanding voting
shares of the Company as defined in the 1940 Act. (See "General Voting
Information" above.)
Comparison of the Current and Proposed Policies.
The table below sets forth a side-by-side comparison of each Fund's
current and proposed fundamental investment policies. After each proposed policy
is a commentary that describes the proposed policy and explains the significance
of the proposed change to the Funds. The Board does not anticipate that
approving these changes will result in a material change in the way the Company
operates the Funds at the present time.
<PAGE>
<TABLE>
<CAPTION>
- ----------------------------------------------------------- --------------------------------------------------------
Current Fundamental INVESTMENT Policy PROPOSED Fundamental INVESTMENT Policy
- ----------------------------------------------------------- --------------------------------------------------------
- ----------------------------------------------------------- --------------------------------------------------------
<S> <C>
Proposal 3(A): Industry Concentration:
Non-LifePath Funds:
The Fund may not purchase the securities of
issuers conducting their principal business All Funds:
activity in the same industry if The Fund may not purchase the securities of
immediately after the purchase and issuers conducting their principal business
as a result thereof, the value of any Fund's activity in the same industry if, immediately
investments in that industry would be 25% or more of after the purchase and as a result thereof, the
the current value of such Fund's total assets, value of a Fund's investments in that industry
provided that there is no limitation with respect to would equal or exceed 25% of the current value of
investments in (i) obligations of the U.S. the Fund's total assets, provided that this
Government, its agencies or instrumentalities; (ii) restriction does not limit a Fund's:
in the case of the S&P 500 Stock Fund, and the stock (i) investments in securities of other investment
portion of the Asset Allocation Fund, any industry in companies, (ii) investments in securities issued
which the S&P 500 Index becomes concentrated to the or guaranteed by the U.S. Government, its agencies
same degree during the same period (provided that, or instrumentalities, or (iii) investments in
with respect to the stock and money market portions repurchase agreements, and provided further that:
of the Asset Allocation Fund, the Fund will be (a) the S&P 500 Stock Fund, the stock portion
concentrated as specified above only to the extent of the Asset Allocation Fund and the Bond Index Fund
the percentage of its assets invested in those reserve the right to concentrate in any industry
categories of investments is sufficiently large that in which the index that each respective fund tracks
25% or more of its total assets would be invested in becomes concentrated to the same degree during the
a single industry); (iii) in the case of the Bond same period, and (b) the Institutional
Index Fund, any industry in which the Lehman Brothers Money Market Fund, the Money Market Fund and the
Government/Corporate Bond Index (the "LB Bond Index") money market portion of the Asset Allocation Fund
becomes concentrated to the same degree during the reserve the right to concentrate in the
same period; and (iv) in the case of the money market obligations of domestic banks (as such term is
portion of the Asset Allocation Fund, its money interpreted by the Securities and Exchange
market instruments may be concentrated in the banking Commission (the "SEC"), or its staff).
industry (but will not do so unless the SEC staff
confirms that it does not object to the Fund
reserving freedom of action to concentrate
investments in the banking industry); and provided
further, that a Fund may invest all its assets in a Commentary:
diversified open-end management investment company, The Board recommends the amended investment policy
or series thereof, with substantially the same for improved clarity and uniformity among the
investment objective, policies and restrictions as Company's Funds, while maintaining the
such Fund, without regard for the limitations set Fund-specific exceptions to the industry
forth in this paragraph. concentration restriction that are necessary for
certain Funds. In addition, the amended policy
also clarifies that each Fund may invest in
repurchase agreements without violating this
restriction.
LifePath Funds:
The Fund may not invest 25% or more of its total
assets in the securities of issuers in any particular
industry or group of closely related industries, except
that, in the case of each Fund, there shall be no
limitation on the purchase of obligations issued or
guaranteed by the U.S. Government, its agencies or
instrumentalities.
- ----------------------------------------------------------- --------------------------------------------------------
- ----------------------------------------------------------- --------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Proposal 3(B): Diversification
<S> <C>
Non-LifePath Funds: All Funds:
The Fund may not purchase securities of any issuer The Fund may not purchase securities of any issuer
(except securities issued or guaranteed by the U.S. if, as a result, with respect to 75% of a Fund's
Government, its agencies and instrumentalities) if, total assets, more than 5% of the value of its
as a result, with respect to 75% of its total assets, total assets would be invested in the securities
more than 5% of the value of the Fund's total assets of any one issuer or the Fund's ownership would be
would be invested in the securities of any one issuer more than 10% of the outstanding voting securities
or, with respect to 100% of its total assets the of such issuer, provided that this restriction
Fund's ownership would be more than 10% of the does not limit a Fund's investments in securities
outstanding voting securities of such issuer, issued or guaranteed by the U.S. Government, its
provided that the Fund may invest all its assets in a agencies and instrumentalities, or investments in
diversified, open-end management investment company, securities of other investment companies.
or a series thereof, with substantially the same
investment objective, policies and restrictions as Commentary:
the Fund, without regard to the limitations set forth The Board recommends the amended investment policy
in this paragraph. for improved clarity and uniformity among the Company's Funds.
LifePath Funds:
The Fund may not invest more than 5% of its assets in
the obligations of any single issuer, except that up
to 25% of the value of its total assets may be invested,
and securities issued or guaranteed by the U.S. Government,
or its agencies or instrumentalities may be purchased,
without regard to any such limitation.
The Fund may not hold more than 10% of the outstanding
voting securities of any single issuer. This investment
restriction applies only with respect to 75% of its total
assets.
</TABLE>
- ----------------------------------------------------------- --------------------
- ----------------------------------------------------------- --------------------
<PAGE>
<TABLE>
<CAPTION>
Proposal 3(C): Borrowing Money and
Proposal 3(D): Issuing Senior Securities
<S> <C>
Non-LifePath Funds: All Funds:
The Fund may not borrow money or issue senior The Fund may not borrow money, except to the
securities as defined in the 1940 Act, except that extent permitted under the 1940 Act, including the
the Fund may borrow from banks up to 10% of the rules, regulations and any orders obtained
current value of its net assets for temporary thereunder.
purposes only in order to meet redemptions, and these
borrowings may be secured by the pledge of up to 10% The Fund may not issue senior securities, except
of the current value of its net assets (but to the extent permitted under the 1940 Act,
investments may not be purchased while any such including the rules, regulations and any orders
outstanding borrowing in excess of 5% of its net obtained thereunder.
assets exists).
Commentary:
LifePath Funds: The Board recommends the amended investment policy
The Fund may not borrow money, except to the extent for improved clarity and uniformity among the
permitted under the 1940 Act. For purposes of this Company's Funds. For the non-LifePath Funds, the
investment restriction, a Fund's or Master amended policy breaks apart the fundamental
Portfolio's entry into options, forward contracts, investment policy regarding borrowing money and
futures contracts, including those relating to issuing senior securities into two separate
indices, and options on futures contracts or indices policies. These policies provide the Funds with
shall not constitute borrowing to the extent certain maximum flexibility with respect to future changes
segregated accounts are established and maintained by in the 1940 Act regarding restrictions on
the Master Portfolio as described in prospectus. borrowing money on issuing senior securities,
without incurring the costs of soliciting a
The Fund may not issue any senior security (as such shareholder vote.
term is defined in Section 18(f) of the 1940 Act),
except to the extent the activities permitted in
investment restriction nos. 3 and 5 may be deemed to
give rise to a senior security or as otherwise
permitted under the rules and regulations or an
exemptive order of the Securities and Exchange
Commission.
- ----------------------------------------------------------- --------------------------------------------------------
- ----------------------------------------------------------- --------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
Proposal 3(E): Lending
Non-LifePath Funds: All Funds:
The Fund may not make loans, except that the Fund The Fund may not make loans to other parties if, as
may purchase or hold debt instruments or lend its a result, the aggregate value of such loans would
portfolio securities in accordance with its investment exceed one-third of a Fund's total assets. For the
policies, and may enter into repurchase agreements. purposes of this limitation, entering into repurchase
agreements, lending securities and acquiring any
debt securities are not deemed to be the making of
loans.
Lifepath Funds: Commentary:
The Fund may not make loans to others, except The Board recommends the amended investment policy
through the purchase of debt obligations and the for improved clarity and uniformity among the
entry into repurchase agreements. However, each Company's Funds. In addition, the amended policy
Fund may lend its portfolio securities in an clarifies that lending securities and acquiring
amount not to exceed one-third of its total debt securities will not be considered a loan for
assets. Any loans of portfolio securities will purposes of this restriction.
be made according to guidelines established by
the Securities and Exchange Commission and the
Board of Directors of the Company.
- ----------------------------------------------------------- --------------------------------------------------------
- ----------------------------------------------------------- --------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<S> <C>
Proposal 3(F): Underwriting
Non-LifePath Funds: All Funds:
The Fund may not underwrite securities of other The Fund may not underwrite securities of other
issuers, except to the extent that the purchase of issuers, except to the extent that the purchase of
permitted investments directly from the issuer permitted investments directly from the issuer
thereof or from an underwriter for an issuer and the thereof or from an underwriter for an issuer and
later disposition of such securities in accordance the later disposition of such securities in
with the Fund's investment program may be deemed to accordance with a Fund's investment program may be
be an underwriting; and provided further, that the deemed to be an underwriting.
purchase by the Fund of securities issued by a
diversified, open-end management investment company, Commentary:
or a series thereof, with substantially the same The Board recommends the amended investment policy
investment objective, policies and restrictions as for improved clarity and uniformity among the
the Fund shall not constitute an underwriting for Company's Funds.
purposes of this paragraph.
LifePath Funds:
The Fund may not act as an underwriter of securities
of other issuers, except to the extent the Fund may be
deemed an underwriter under the Securities Act of 1933,
as amended, by virtue of disposing of portfolio securities.
- ----------------------------------------------------------- --------------------------------------------------------
- ----------------------------------------------------------- --------------------------------------------------------
Proposal 3(G): Investments in Real Estate
Non-LifePath Funds: All Funds:
The Fund may not purchase or sell real estate or real The Fund may not purchase or sell real estate
estate limited partnerships (other than securities unless acquired as a result of ownership of
secured by real estate or interests therein or securities or other instruments (but this shall
securities issued by companies that invest in real not prevent the Fund from investing in securities
estate or interests therein). or other instruments backed by real estate or securities
of companies engaged in the real estate business).
LifePath Funds:
The Fund may not purchase, hold or deal in real
estate, or oil, gas or other mineral leases or Commentary:
exploration or development programs, but each Fund The Board recommends the amended investment policy
may purchase and sell securities that are secured by for improved clarity and uniformity among the
real estate or issued by companies that invest or Company's Funds.
deal in real estate.
- ----------------------------------------------------------- --------------------------------------------------------
- ----------------------------------------------------------- --------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Proposal 3(H): Investments in Commodities and
Commodity Contracts
<S> <C>
Non-LifePath Funds: All Funds:
The Fund may not purchase commodities or commodity The Fund may not purchase or sell commodities,
contracts (including futures contracts), except that provided that (i) currency will not be deemed to
the Fund may purchase securities of an issuer which be a commodity for purposes of this restriction,
invests or deals in commodities or commodity (ii) this restriction does not limit the purchase
contracts, and except that the Funds may enter into or sale of futures contracts, forward contracts or
futures and options contracts in accordance with options, and (iii) this restriction does not limit
their respective investment policies. the purchase or sale of securities or other
instruments backed by commodities or the purchase
LifePath Funds: or sale of commodities acquired as a result of
The Fund may not invest in commodities, except that ownership of securities or other instruments.
each Fund may purchase and sell (i.e., write)
options, forward contracts, futures contracts, Commentary:
including those relating to indices, and options on The Board recommends the amended investment policy
futures contracts or indices. for improved clarity and uniformity among the
Company's Funds. In addition, the amended policy
clarifies that certain the investments are not
considered commodities for purposes of this
restriction.
- ----------------------------------------------------------- --------------------------------------------------------
- ----------------------------------------------------------- --------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Proposal 3(I): Convert Fundamental Policies of Funds
to Non-Fundamental Policies
<S> <C>
Non-LifePath Funds:
The Fund may not write, purchase or sell puts, calls, All Funds:
straddles, spreads, warrants, options or any Convert to non-fundamental investment policies of
combination thereof, except that the Fund may the respective Funds.
purchase securities with put rights in order to
maintain liquidity. Commentary:
Because these policies are no longer required to
The Fund may not purchase interests, leases, or be fundamental, the Board recommends converting
limited partnership interests in oil, gas, or other each fundamental policy in the left column to
mineral exploration or development programs. non-fundamental investment policy of the respective Funds.
This will give the Board the flexibility to change each Fund's
investment policy in the future with only Board
approval.
LifePath Funds:
The Fund may not purchase securities on margin, but
each Fund may make margin deposits in connection
with transactions in options, forward contracts,
futures contracts, including those relating to
indices, and options on futures contracts or indices.
- ----------------------------------------------------------- --------------------------------------------------------
</TABLE>
<PAGE>
A vote by you "FOR" these proposals will be treated as instructions to
vote "FOR" the corresponding changes to the investment policies of the Master
Portfolios at the master level.
THE BOARD OF DIRECTORS RECOMMENDS
A VOTE "FOR" THESE PROPOSALS
PROPOSAL #4 -- RATIFICATION OF THE SELECTION
OF KPMG AS INDEPENDENT ACCOUNTANTS
By a vote of the Directors, including a majority of the Directors who
are not "interested persons", as defined in the 1940 Act, of the Company, the
firm of KPMG has been selected as independent accountants for each Fund to sign
or certify any financial statements of each Fund required by any law or
regulation to be certified by an independent accountant and filed with the
Securities and Exchange Commission or any state. Pursuant to the 1940 Act, such
selection requires the ratification of shareholders. In addition, as required by
the 1940 Act, the vote of the Directors is subject to the right of each Fund, by
vote of a majority of its outstanding voting securities at any meeting called
for the purpose of voting on such action, to terminate such employment without
penalty. KPMG has advised each Fund that, to the best of its knowledge and
belief, as of the Record Date, no KPMG professional had any direct or material
indirect interest in such Fund inconsistent with the independence standards
pertaining to accountants.
The independent accountants examine annual financial statements for the
Funds and provide other audit and tax-related services. In recommending the
selection of each Fund's accountants, the Audit Committee reviewed the nature
and scope of the services to be provided (including non-audit services) and
whether the performance of such services would affect the accountants'
independence. Representatives of KPMG are not expected to be present at the
Meeting, but have been given the opportunity to make a statement if they so
desire and will be available should any matter arise requiring their presence.
A vote by you "FOR" this proposal will be treated as an instruction to
vote "FOR" the selection of KPMG as the independent accountants for the Master
Portfolios at the master level.
THE BOARD OF DIRECTORS RECOMMENDS
A VOTE "FOR" THIS PROPOSAL
IV. General Information
Other Business at the Meeting.
The Board does not intend to bring any matters before the Meeting other
than as stated in this , and is not aware that any other matters will be
presented for action at the Meeting. However, if any other matters come before
the Meeting, including any proposal to adjourn the meeting to permit the
continued solicitation of proxies in favor of the proposals, it is their
intention that proxies which do not contain specific restrictions to the
contrary will be voted on such matters in accordance with the judgment of the
persons named in the enclosed Proxy Ballot.
If you do not plan to attend the Meeting in person, please complete,
sign, date and return the enclosed proxy card promptly. Even if you do plan to
attend the Meeting, please so note where provided and return the proxy card
promptly.
Future Shareholder Proposals.
Pursuant to rules adopted by the SEC 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 Company's proxy statement and is
subject to limitations under the 1934 Act. Because the Company does not hold
regular meetings of shareholders, no anticipated date of the next meeting can be
provided.
Executive Officers of the Company.
The following table provides information with respect to the executive
officers of the Company. Each executive office is elected by Board and serves
until his successor is chosen and qualified or until his resignation or removal
by the Board.
<TABLE>
- ----------------------------------------- ------------------------ ---------------------------------------------------
Principal Occupation During Past Five Years
Name, Address and Age Position
- ----------------------------------------- ------------------------ ---------------------------------------------------
- ----------------------------------------- ------------------------ ---------------------------------------------------
<S> <C> <C>
R. GREG FELTUS, 48 Director, Chairman and Executive Vice President of Stephens Inc.;
Stephens Inc. President President of Stephens Insurance Services, Inc.;
111 Center Street, Suite 300 Senior Vice President of Stephens Sports
Little Rock, AR 72201 Management Inc.; and President of Investors
Brokerage Insurance Inc.
- ----------------------------------------- ------------------------ ---------------------------------------------------
- ----------------------------------------- ------------------------ ---------------------------------------------------
RICHARD H. BLANK, Jr., 43 Chief Operating Vice President of Stephens Inc.; Director of
Stephens Inc. Officer, Secretary and Stephens Sports Management Inc.; and Director of
111 Center Street, Suite 300 Treasurer Capo Inc.
Little Rock, AR 72201
- ----------------------------------------- ------------------------ ---------------------------------------------------
</TABLE>
Share Ownership by the Directors.
As of December 31, 1999, Directors of the Company as a group
beneficially owned less than 1% of the outstanding shares of the Company.
Substantial Shareholders
As of March 20, 2000, the shareholders identified below were known by
BGIF to own 5% or more of the outstanding shares of each of the Funds listed
below and in the following capacity:
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
- ------------------------------------------------- ------------------------------------- ------------------------
Percentage
Name and Address of Shareholder* Type of Ownership of Fund
- ------------------------------- ----------------- -------
- ------------------------------------------------- ------------------------------------- ------------------------
- ------------------------------------------------- ------------------------------------- ------------------------
__________________ Record [___%]
==================
- ------------------------------------------------- ------------------------------------- ------------------------
</TABLE>
- ---------------
* As of the close of business on March 20, 2000, the officers and Directors of
BGIF as a group beneficially owned less than 1% of the outstanding share of
BGIF.
Investment Adviser
Barclays Global Fund Advisors ("BGFA") serves as investment adviser to each MIP
Master Portfolio of the corresponding Fund listed under the heading the "Fund"
in Appendix A to this Proxy Statement. The principal business address of the
BGFA is 45 Fremont Street, San Francisco CA 94105. BGFA is a wholly owned
subsidiary of Barclays Bank PLC. BGFA and its affiliates provided investment
advisory services for approximately $738 billion of assets.
Other Service Providers
Each Fund has entered into administration agreements between such Fund
and Barclays Global Investors, N.A. ("BGI") and Stephens Inc. (in such capacity,
and collectively the "Co-Administrators"). BGI's principal business address is
45 Fremont Street, San Francisco CA 94105.
The principal address of Stephens Inc. is 111 Center Street, Little
Rock, AR 72201. Stephens Inc. also serves as the principal underwriter to
each Fund.
Solicitation of Proxies and Payment of Expenses
Shareholders may vote by (1) mail, by marking, signing, dating and
returning the enclosed Proxy Ballot in the enclosed postage-paid envelope; (2)
telephone, by calling Shareholder Communications Corp. ("SCC") toll-free at
1-800-606-8448 from 6:00 a.m. to 8:00 p.m. Pacific time; or (3) telefacsimile,
by marking, signing, dating and faxing the enclosed Proxy Ballot to SCC at
1-800-733-1885. SCC has been retained by the Company to assist in both the
tabulation and solicitation of proxy votes for the proposals.
The cost of soliciting proxies for the Meeting, consisting principally
of printing and mailing expenses, together with the costs of any supplementary
solicitation and proxy soliciting services provided by third parties, will be
borne by Barclays Global Investors, N.A. in its capacity as co-administrator.
Shareholders of the Funds will not incur any additional expenses as a result of
this proxy solicitation. Proxies will be solicited in the initial, and any
supplemental, solicitation by mail and may be solicited in person, by telephone,
telefacsimile or other electronic means by officers of the Company, personnel of
BGFA, the adviser to the Master Portfolios of MIP, or Stephens Inc., the Funds'
distributor and co-administrator, or an agent of the Company, such as SCC.
As the date approaches, certain shareholders of the Funds may receive a
telephone call from a representative of SCC if their votes have not yet been
received. Authorization to permit SCC to execute proxies may be submitted by
telephonic instructions from shareholders of the Funds. Proxies that are
submitted telephonically will be recorded in accordance with the procedures set
forth below. The Directors believe that these procedures are reasonably designed
to ensure that the identity of the shareholder casting the vote is accurately
determined and that the voting instructions of the shareholder are accurately
determined. In all cases where a telephonic proxy is submitted, the SCC
representatives are required to ask for each shareholder's full name, address,
social security or employer identification number, title (if the shareholder is
authorized to act on behalf of an entity, such as a corporation), and the number
of shares owned, and to confirm that the shareholder has received the proxy
materials in the mail. If the information solicited agrees with the information
provided to SCC by the Company, then the SCC representative has the
responsibility to explain the process, read the proposal on the proxy card, and
ask for the shareholder's instructions on the proposals.
The SCC representative, although he or she is permitted to answer
questions about the process, is not permitted to recommend to any shareholder
how to vote, other than to read any recommendation set forth in the Proxy
Statement or in any additional soliciting materials. SCC will record the
shareholder's instructions on the card. Within 72 hours, but in any event before
the Meeting, the shareholder will be sent a letter or mailgram to confirm his or
her vote and asking the shareholder to call SCC immediately if his or her
instructions are not correctly reflected in the confirmation. If a shareholder
wishes to participate in the Meeting, but does not wish to give a proxy by
telephone, the shareholder may still submit the proxy card originally sent with
the Proxy Statement or attend in person. Should shareholders require additional
information regarding the proxy or replacement proxy cards, they may contact SCC
toll-free at 1-800-606-8448. Shareholders may give a proxy by telephone at any
time before 8:00 p.m. Pacific Time on May 4, 2000. Any proxy given by a
shareholder, whether in writing or by telephone, is revocable until voted at the
Meeting.
SHAREHOLDERS ARE REQUESTED TO COMPLETE, DATE AND SIGN THE ENCLOSED PROXY CARD
AND RETURN IT IN THE ENCLOSED ENVELOPE, WHICH NEEDS NO POSTAGE IF MAILED IN THE
UNITED STATES.
By Order of the Board of Directors
----------------------------
Richard H. Blank, Jr.
Secretary
Dated: March 24, 2000
<PAGE>
A-1
APPENDIX A
BARCLAYS GLOBAL INVESTORS FUNDS
The following list sets forth the number of issued and outstanding
shares for each Fund as of March 20, 2000, the Record Date.
<TABLE>
<S> <C>
- ------------------------------------------------- -----------------------------------------------------------
Fund Shares Outstanding as of 3/20/2000
- ------------------------------------------------- -----------------------------------------------------------
- ------------------------------------------------- -----------------------------------------------------------
Asset Allocation [_____]
- ------------------------------------------------- -----------------------------------------------------------
- ------------------------------------------------- -----------------------------------------------------------
Bond Index [_____]
- ------------------------------------------------- -----------------------------------------------------------
- ------------------------------------------------- -----------------------------------------------------------
Institutional Money Market [_____]
- ------------------------------------------------- -----------------------------------------------------------
- ------------------------------------------------- -----------------------------------------------------------
LifePath Income (formerly LifePath 2000) [_____]
- ------------------------------------------------- -----------------------------------------------------------
- ------------------------------------------------- -----------------------------------------------------------
LifePath 2010 [_____]
- ------------------------------------------------- -----------------------------------------------------------
- ------------------------------------------------- -----------------------------------------------------------
LifePath 2020 [_____]
- ------------------------------------------------- -----------------------------------------------------------
- ------------------------------------------------- -----------------------------------------------------------
LifePath 2030 [_____]
- ------------------------------------------------- -----------------------------------------------------------
- ------------------------------------------------- -----------------------------------------------------------
LifePath 2040 [_____]
- ------------------------------------------------- -----------------------------------------------------------
- ------------------------------------------------- -----------------------------------------------------------
Money Market [_____]
- ------------------------------------------------- -----------------------------------------------------------
- ------------------------------------------------- -----------------------------------------------------------
S&P 500 Stock [_____]
- ------------------------------------------------- -----------------------------------------------------------
</TABLE>
B-2
APPENDIX B
<TABLE>
<CAPTION>
- ------------------------------------------------- -----------------------------------------------------------
<S> <C> <C>
Fund Investment Objective
- ------------------------------------------------- -----------------------------------------------------------
- ------------------------------------------------- -----------------------------------------------------------
Asset Allocation The Fund seeks a high level of long-term total
return, consisting of capital appreciation and current
income, consistent with a reasonable level of risk.
- ------------------------------------------------- -----------------------------------------------------------
- ------------------------------------------------- -----------------------------------------------------------
Bond Index The Fund seeks to approximate as closely as practicable,
before fees and expenses, the total rate of return of the
US market for issued and outstanding US government and
high-grade corporate bonds as measured by the Lehman Brothers
Government/Corporate Bond Index.
- ------------------------------------------------- -----------------------------------------------------------
- ------------------------------------------------- -----------------------------------------------------------
Institutional Money Market The Fund seeks a high level of income consistent with
liquidity and the preservation of capital.
- ------------------------------------------------- -----------------------------------------------------------
- ------------------------------------------------- -----------------------------------------------------------
LifePath Income
(formerly LifePath 2000) Each Fund seeks to maximize assets for retirement or
LifePath 2010 other purposes, consistent with the quantitatively
LifePath 2020 measured risk that investors on average may be willing to
LifePath 2030 accept given their investment time horizon. Each Fund
LifePath 2040 has its own time horizon which affects the acceptable risk
level of the Fund and, in turn , its asset allocation.
Specifically:
LifePath Income Fund is managed for investors
planning to retire (or begin to withdraw substantial
portions of their investments) approximately in the year
2000.
LifePath 2010 Fund is managed for investors planning
to retire (or begin to withdraw substantial portions of
their investments) approximately in the year 2010.
LifePath 2020 Fund is managed for investors planning to
retire (or begin to withdraw substantial portions of their
investments) approximately in the year 2020.
LifePath 2030 Fund is managed for investors planning to
retire (or begin to withdraw substantial portions of
their investments) approximately in the year 2030.
LifePath 2040 Fund is managed for investors planning to
retire (or begin to withdraw substantial portions of
their investments) approximately in the year 2040.
- ------------------------------------------------- -----------------------------------------------------------
- ------------------------------------------------- -----------------------------------------------------------
Money Market The Fund seeks a high level of income consistent
with liquidity and the preservation of capital.
- ------------------------------------------------- -----------------------------------------------------------
- ------------------------------------------------- -----------------------------------------------------------
S&P 500 Stock The Fund seeks to approximate as closely as practicable,
before fees and expenses, the capitalization-weighted
total rate of return of the S&P 500 Index.
- ------------------------------------------------- -----------------------------------------------------------
</TABLE>
<PAGE>
BARCLAYS GLOBAL INVESTORS FUNDS, INC.
111 CENTER STREET
LITTLE ROCK, AR 77201
March 24, 2000
By my signature below, I appoint R. Greg Feltus, Richard H. Blank, Jr.
and Michael W. Nolte (officers of Barclays Global Investors Funds, Inc.), as my
proxies and attorneys to vote all fund shares of the portfolio identified below
that I am entitled to vote at the Annual Meeting of Shareholders of Barclays
Global Investors Funds, Inc. (the "Company") to be held at the principal office
of the Company, 111 Center Street, Little Rock, Arkansas 72201 on Friday, May 5,
2000 at 11:00 a.m. (Central time), and at any adjournments of the meeting. The
proxies shall have all the powers that I would possess if present. I hereby
revoke any prior proxy, and ratify and confirm all that the proxies, or any of
them, may lawfully do. I acknowledge receipt of the notice of the Annual Meeting
of Shareholders and the Proxy Statement dated March 24, 2000.
This proxy shall vote my shares according to my instructions given
below with respect to the proposal. If I do not provide an instruction, I
understand that the proxies will vote my shares in favor of the proposal. The
proxies will vote on any other matter that may arise in the meeting according to
their best judgment.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF THE COMPANY, WHICH
UNANIMOUSLY RECOMMEND THAT YOU VOTE "FOR" EACH PROPOSAL.
PLEASE VOTE BY CHECKING THE APPROPRIATE BOX: [X]
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
------------------- ---------------------
WITHHOLD AUTHORITY
FOR
- --------------------------------------------------------------------------- ------------------- ---------------------
- --------------------------------------------------------------------------- ------------------- ---------------------
Proposal #1:
To elect the following five nominees as Directors of the Company, each of whom
will serve until his or her successor is elected and qualified:
To vote FOR all candidates just check this box
[ ]
(1) Mary G. F. Bitterman
[ ] [ ]
(2) Jack S. Euphrat
[ ] [ ]
(3) R. Greg Feltus
[ ] [ ]
(4) W. Rodney Hughes
[ ] [ ]
(5) Leo Soong
[ ] [ ]
- --------------------------------------------------------------------------- ------------------- ---------------------
----------- ---------------- --------------
FOR AGAINST ABSTAIN
- -------------------------------------------------------------------------- ----------- ---------------- --------------
- -------------------------------------------------------------------------- ----------- ---------------- --------------
Proposal #2:
To approve a proposal to change the Fund(s)' investment objective from [ ] [ ] [ ]
fundamental to non-fundamental.
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FOR AGAINST ABSTAIN
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Proposal #3:
To approve a proposal to change the Fund(s)' fundamental investment policies:
To vote FOR all of these items, just check this box [ ]
3(A) Industry Concentration [ ] [ ] [ ]
3(B) Diversification [ ] [ ] [ ]
3(C) Borrowing Money [ ] [ ] [ ]
3(D) Issuing Senior Securities [ ] [ ] [ ]
3(E) Lending [ ] [ ] [ ]
3(F) Underwriting [ ] [ ] [ ]
3(G) Investments in Real Estate [ ] [ ] [ ]
3(H) Investments in Commodities and Commodity Contracts [ ] [ ] [ ]
3(I) Convert Fundamental Investment Policies to
Non-Fundamental Investment Policies [ ] [ ] [ ]
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FOR AGAINST ABSTAIN
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Proposal #4 :
To ratify the selection of KPMG LLP as the Company's independent [ ] [ ] [ ]
accountants.
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</TABLE>
IF YOU PLAN TO ATTEND THE ANNUAL MEETING
PLEASE CHECK THIS BOX [ ]
Unless a contrary direction is indicated, the shares represented by
this proxy will be voted FOR approval of each of the proposals; if specific
instructions are indicated, this proxy will be voted in accordance with such
instructions.
<PAGE>
FOR YOUR CONVENIENCE, YOU MAY VOTE BY ENCLOSING THE PROXY BALLOT IN THE
ENCLOSED POSTAGE PAID ENVELOPE, OR BY FAXING IT TO SHAREHOLDER COMMUNICATIONS
CORP. ("SCC") AT 1-800-733-1885. YOU ALSO MAY VOTE BY CALLING SCC AT
1-800-606-8448 TOLL-FREE FROM 6:00 A.M. TO 8:00 P.M. (PACIFIC TIME).
A CONFIRMATION OF YOUR TELEPHONE OR FAXED VOTE WILL BE MAILED TO YOU.
NOTE: Please make sure that you complete, sign and date your proxy card.
Please sign exactly as your name(s) appear on your account. When signing as a
fiduciary, please give your full title as such. Each joint owner should sign
personally. Corporate proxies should be signed in full corporate name by an
authorized officer.
Date ________________________, 2000
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Signature
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Signature
