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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. )
Filed by the registrant /X/
Filed by a party other than the registrant / /
Check the appropriate box:
/X/ Preliminary proxy statement
/ / Definitive proxy statement
/ / Definitive additional materials
/ / Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
STAGECOACH TRUST
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
/X/ $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or
14a-6(j)(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:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transactions applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:(1)
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
/ / 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:
- --------------------------------------------------------------------------------
(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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PRELIMINARY PROXY MATERIAL
PROXY STATEMENT
NOVEMBER __, 1995
STAGECOACH TRUST
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
Trust (the "Trust"): the LifePath 2000, LifePath 2010, LifePath 2020, LifePath
2030 and the LifePath 2040 Funds. The Proxy Statement is being furnished in
connection with the solicitation of proxies by the Trust's Board of Trustees to
be used at a Special Meeting of Shareholders (the "Special Meeting"), and any
adjournment(s) thereof, to be held on Tuesday, December 5, 1995 beginning at
11:00 a.m. (Central time) at the Trust'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 or 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
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about November __, 1995. The Trust will furnish, without charge, a copy of its
annual report and most recent semi-annual report upon request directed to the
Trust at its principal executive office or by calling the Trust at
1-800-222-8222.
The Funds are "feeder" funds in a master/feeder structure whereby
each Fund invests all of its assets in a corresponding series (a "Master
Portfolio") of Master Investment Portfolio ("MIP") that has the same investment
objective as the Fund. The LifePath 2000, LifePath 2010, LifePath 2020,
LifePath 2030 and LifePath 2040 Funds invest substantially all of their assets
in the LifePath 2000, LifePath 2010, LifePath 2020, LifePath 2030 and LifePath
2040 Master Portfolios, respectively, of MIP. Pursuant to certain pass-through
voting procedures adopted by the Funds, the Trust will vote each Fund's
interests in a Master Portfolio on matters presented at the Special Meeting
relating to such Master Portfolio in proportion to the votes it received from
the shareholders of the corresponding Fund.
At the Special Meeting, the shareholders of the Funds are being
asked to consider and approve the following proposals (each, a "Proposal" and
together, the "Proposals"):
1. To authorize the Trust 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
investment adviser.
2. To authorize the Trust to vote each Fund's interests in the
corresponding Master Portfolio of MIP to approve a proposed
12b-1 Plan for such Master Portfolio.
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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." 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 consummation of the
Sale). In connection with the Sale of WFNIA and the MasterWorks Division, the
respective Boards of Trustees of the Trust and MIP have each approved the
termination of the Current Advisory contract (as defined below) with Wells
Fargo Bank and the appointment of BZW Global Investors as investment adviser to
each Master Portfolio on substantially the same terms, including the level of
advisory fees, as the Current Advisory Contract. The Boards of Trustees have
also approved the adoption of a Proposed 12b-1 Plan for each Master Portfolio.
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 have not been 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.
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Action on each Proposal will be determined separately for each
Fund. If one or more of the Funds vote against any Proposal, the Trust's Board
of Trustees will consider what action to take, including whether to retain the
current advisory and distribution arrangements for each Fund. The Trust 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 Trust
accepts no responsibility for such information.
BACKGROUND
The Trust, an open-end management investment company consisting of
ten separate series, including the Funds, was organized as a Massachusetts
business trust on May 14, 1993. Each Fund operates as part of a "master/feeder"
structure whereby it invests all of its assets in a corresponding Master
Portfolio of MIP, which is also an open-end management investment company.
Wells Fargo Bank currently serves as investment adviser to each Master
Portfolio pursuant to the Current Advisory Contract (as defined below). Wells
Fargo Bank, a wholly owned subsidiary of Wells Fargo & Company, was founded in
1852. WFNIA currently serves as the sub-adviser to the Master Portfolios
pursuant to a Current Sub-Advisory Contract (as defined below) among MIP, on
behalf of the Master Portfolios, Wells Fargo Bank, as adviser, and WFNIA. A
subsidiary of Wells Fargo Bank and a subsidiary of Nikko each presently own a
fifty percent general partnership interest in WFNIA, a California general
partnership.
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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 Trust's Board of Trustees has approved the termination of the
Current Advisory Contract for each Master Portfolio and has approved their
replacement with the Proposed Advisory Contracts (as defined below) appointing
BZW Global Investors as investment adviser to each Master Portfolio, in each
case, conditioned upon consummation of the Sale. As more fully described
below, the Trust's Board of Trustees believes that WFNIA has provided valuable
services as sub-adviser to the 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. Therefore, the Board of Trustees 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 Master Portfolios terminates
automatically in the event of an assignment, which includes a change in control
of WFNIA. As discussed above, the Board of Trustees has approved the Proposed
Advisory Contracts appointing BZW Global Investors (WFNIA's successor in
interest) as investment adviser to the 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 Trustees is not proposing a new sub-advisory contract for the
Master Portfolios.
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
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intends to reorganize WFNIA into one of WFNIA's current partners, which would
be renamed BZW Global Investors. Barclays has advised the Board of Trustees of
the Trust that BZW Global Investors intends to continue WFNIA's operations 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.
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 interest held by retail
shareholders of Stagecoach Trust LifePath Funds in the MIP Master Portfolios.
In the Selling Agreement, the Sellers affiliated with Wells Fargo Bank agreed,
among other things, to use their best efforts to obtain the advisory contract
and 12b-1 Plan approvals that are being sought in this Proxy Statement.
Under Securities and Exchange Commission ("SEC") rules, a
management investment company may not engage, directly or indirectly, in
financing any activity that is primarily intended to result in the sale of
shares issued by such company unless a written plan describing all material
aspects of the financing in compliance with the SEC's Rule 12b-1 is in effect.
As a precaution designed to address the possibility that the ongoing payments
to Wells Fargo Bank described above in connection with the sale of WFNIA may be
characterized as indirect payments to finance activities or services that are
primarily intended to result in the sale of interests in the Master Portfolios
and that a corresponding amount of the advisory fee payable by the Master
Portfolio could be deemed to be indirect payments payable by the Master
Portfolio to finance those activities, MIP's Board of Trustees adopted a Rule
12b-1 Plan for each Master Portfolio (each, a "12b-1 Plan" or "Plan")
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at the October 10, 1995 Board meeting. The Trust's Board approved the Proposed
12b-1 Plans at a Board meeting held on the same day. Each Board's approvals
are conditioned upon the consummation of the Sale. Each proposed 12b-1 Plan
would, in effect, provide that if any portion of a Master Portfolio advisory
fee (up to 0.25% of the average daily net assets of any LifePath Master
Portfolio on an annual basis) were deemed to constitute an indirect payment for
activities or services that are primarily intended to result in the sale of
interests in the Master Portfolios that payment would be authorized pursuant to
the 12b-1 Plan. Each proposed 12b-1 Plan also provides for quarterly written
reports to be submitted to the Board of Trustees and for annual consideration
by MIP's Board of Trustees in compliance with Rule 12b-1.
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.
Barclays and the Sellers, 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
SEC 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 Trust maintains a Board of Trustees 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 Trust 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
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adviser, receives or is entitled to receive any compensation, directly or
indirectly, from the investment Trust 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 the Sellers have
agreed, for at least two years after the consummation of the Sale, not to take
or recommend any act that would constitute an unfair burden on the Funds.
BOARD APPROVAL
At a meeting held on October 10, 1995, the respective Boards of
Trustees of the Trust and MIP considered and approved the termination of the
Current Advisory Contract 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 Boards of Trustees
considered and approved the proposed 12b-1 Plan for each Master Portfolio. 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 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 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
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Portfolio by BZW Global Investors; (iv) the continued employment by BZW Global
Investors of investment professionals who previously were employed by WFNIA and
the continued use by BZW Global Investors of the computer-based allocation
models presently used to manage the Master Portfolios; and (v) written
materials and in-person presentations by Barclays and Wells Fargo Bank.
In approving the Proposed 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 additional financial expertise potentially
available to each Master Portfolio. The Board 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. The Board also 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 MIP and the
LifePath Funds upon consummation of the Sale.
In approving the proposed 12b-1 Plan for each Master Portfolio and
recommending approval of the 12b-1 Plan to the applicable shareholders/
interestholders of each Fund/Master Portfolio, the respective Boards of
Trustees considered, among other things, the following: (i) that the advisory
fees payable under the Proposed Advisory Contracts, which are the same as those
under the Current Advisory Contract, are reasonable; (ii) the proposed 12b-1
Plans will not result in any increase in the Current or proposed fee levels of
the Funds or the Master Portfolios; (iii) the proposed 12b-1 Plans are
"defensive" in nature and are being proposed as precautionary measures; (iv)
approval of the proposed 12b-1 Plans should provide additional protections in
the
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event of a challenge to advisory fee levels based on the existence of ongoing
payments to Wells Fargo Bank, particularly in light of the 1940 Act provision
that prohibits the Boards from taking into account these ongoing payments when
evaluating the reasonableness of the investment advisory fees; and (v) the
ongoing payments by Barclays to Wells Fargo Bank are intended to compensate
Wells Fargo Bank for the economic loss to it resulting from no longer serving
as the primary adviser to the LifePath Master Series, and are not intended to
be for any services to be rendered by Wells Fargo Bank or its affiliates.
After reviewing these factors and for the reasons discussed above,
the Boards of Trustees concluded that there is a reasonable likelihood that the
12b-1 Plans would benefit interestholders and that it would be in the best
interests of the Master Portfolios and their interest holders to approve the
Proposed Plans. If any of the Proposed Advisory Contracts or the 12b-1 Plans
is not approved and the Sale is nevertheless consummated, the Board will
determine the appropriate actions to be taken with respect to the matters
discussed above. If the Sale is not consummated, the Current Advisory Contract
will remain in place and the proposed 12b-1 Plans will not become effective.
PROPOSAL 1
AUTHORIZE THE TRUST TO VOTE EACH FUND'S
INTERESTS IN THE CORRESPONDING MASTER
PORTFOLIO OF MIP TO APPROVE A NEW INVESTMENT
ADVISORY CONTRACT FOR SUCH MASTER PORTFOLIO
In connection with and conditioned upon the Sale, the Trust's
Board of Trustees approved the engagement of BZW Global Investors as the
investment adviser to each Master
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Portfolio pursuant to separate Investment Advisory Contracts (the "Proposed
Advisory Contracts") between MIP, on behalf of each Master Portfolio, and BZW
Global Investors, as adviser. Shareholders of the Funds are hereby asked to
authorize the Trust to vote each Fund's interests in the corresponding Master
Portfolio in favor of the Proposed Advisory Contracts. 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 H to
this Proxy Statement.
COMPARISON OF PROPOSED ADVISORY CONTRACTS WITH CURRENT ADVISORY CONTRACT
Currently, Wells Fargo Bank serves as investment adviser to each
Master Portfolio pursuant to an Investment Advisory Agreement dated February
25, 1994 (the "Current Advisory Contract"). The Current Advisory Contract was
last reapproved by the Trust's Board of Trustees at its February 1, 1995 Board
meeting. The Current Advisory Contract was last submitted to a vote of each
Fund's shareholders on [________________], at which time the shareholders of
each Fund voted to approve the Contract. The Proposed Advisory Contracts were
approved by the Trust's Board of Trustees, including a majority of the Trustees
who are not parties to the Proposed Advisory Contracts or interested persons of
any such parties, at a meeting of the Board of Trustees on October 10, 1995.
MIP's Board of Trustees approved the Proposed Advisory Contracts at a Board
meeting held on the same date. These approvals were made contingent on
shareholder approval of the Proposed Advisory Contracts and on consummation of
the Sale.
Under the Current Advisory Contract, Wells Fargo Bank, subject to
the overall supervision of the Board of Trustees of MIP, performs certain
advisory services for each Master Portfolio. These services include investing
and reinvesting the assets of each 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
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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 Master Portfolios, Wells Fargo Bank, as adviser, and WFNIA, as
sub-adviser (the "Current Sub-Advisory Contract"), WFNIA, provides sub-advisory
services to each 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 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 for implementing and monitoring the performance of any
computer-based investment model employed with respect to such Master Portfolio.
Wells Fargo Bank is responsible for supervising and monitoring the performance
of WFNIA as sub-adviser.
For its services as investment adviser, Wells Fargo Bank presently
is entitled to receive a monthly fee at the annual rate of 0.55% of the average
daily net assets of each Master Portfolio. For the fiscal year ended February
28, 1995, the pro-rata portion of the advisory fees paid to Wells Fargo Bank by
each corresponding Master Portfolio was $217,676, $158,218, $252,413, $156,397
and $189,121 for the LifePath 2000, LifePath 2010, LifePath 2020, LifePath 2030
and LifePath 2040 Funds, respectively. Wells Fargo Bank did not waive any fees
during this period and actually received an amount equal to 0.55% of the
average daily net assets of each Fund. Wells Fargo Bank presently pays WFNIA a
monthly fee at the annual rate of 0.40% of the average daily net assets of each
Master Portfolio, as compensation for its services as sub-adviser. For the
fiscal year ended February 28, 1995, Wells Fargo Bank paid WFNIA $159,494,
$115,647, $184,341, $114,426 and $138,511 for sub-advisory services to the
LifePath 2000, LifePath 2010, LifePath 2020, LifePath 2030 and LifePath 2040
Funds, respectively.
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Under the Proposed 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 Advisory
Contract and Current Sub-Advisory Contract, respectively, and will be entitled
to receive the same level of fees as Wells Fargo Bank now receives under the
Current Advisory Contract. Under the 1940 Act and pursuant to its terms, the
Current 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 Trustees has approved the termination of the Current
MIP Sub-Advisory Contract and has not approved the retention of a new
sub-adviser.
Each Proposed 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 the Trust on behalf of the
applicable Master Portfolio 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 RECOMMENDATION
For the reasons discussed above under "Board Approval", the
respective Boards of Trustees of the Trust and MIP each unanimously voted to
replace the Current Advisory Contract with Wells Fargo Bank as investment
adviser with the Proposed Advisory Contract and to approve the Proposed
Advisory Contracts with BZW Global Investors as investment adviser.
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THE TRUST'S BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS THAT YOU VOTE TO AUTHORIZE
THE TRUST TO VOTE THE FUND'S INTERESTS IN THE CORRESPONDING MASTER PORTFOLIO OF
MIP IN FAVOR OF THE PROPOSED ADVISORY CONTRACT FOR SUCH MASTER PORTFOLIO.
PROPOSAL 2
AUTHORIZE THE TRUST TO VOTE EACH FUND'S INTERESTS IN
THE CORRESPONDING MASTER PORTFOLIO OF MIP
TO APPROVE THE PROPOSED 12B-1 PLAN FOR SUCH
MASTER PORTFOLIO
In connection with the Sale, the Trust's Board of Trustees has
approved the proposed 12b-1 Plan on behalf of each Master Portfolio. The
shareholders of each Fund are asked to authorize the Trust to approve the
proposed 12b-1 Plan with respect to the Master Portfolio corresponding to their
particular Fund. The summary below of the proposed 12b-1 Plans is qualified in
its entirety by reference to the form of 12b-1 Plan which appears as Appendix G
to this Proxy Statement.
DESCRIPTION OF PROPOSED 12B-1 PLAN
As discussed in detail above, under the Proposed Advisory
Contracts, BZW Global Investors will be entitled to a fee for advisory services
of 0.55% of the average daily net assets of each Master Portfolio. This fee
level is the same as the aggregate advisory/sub-advisory fee level previously
approved for each Master Portfolio. As part of the purchase price payable by
Barclays for WFNIA, Wells Fargo Bank will receive from Barclays certain ongoing
payments that are
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calculated as a percentage of the average net assets of the retail classes of
the LifePath Funds. These payments are intended to compensate Wells Fargo Bank
for the economic loss to it resulting from no longer serving as the primary
adviser to the LifePath Master Portfolios. These payments are not for any
services to be rendered by Wells Fargo Bank or its affiliates.
Under SEC rules, an open-end management investment company may not
engage, directly or indirectly, in financing any activity that is primarily
intended to result in the sale of shares issued by the company, without
complying with the SEC's Rule 12b-1. Among other things, Rule 12b-1 requires
that payments made to finance any such activity be made pursuant to a written
plan that describes all material aspects of the proposed financing and has been
approved (i) by at least a majority of the outstanding voting securities of
such company (or trust) and (ii) by a vote of the board of directors (or
trustees) and a vote of the directors (or trustees) who are not interested
persons of the company and have no direct or indirect financial interest in the
operation of the plan or in any agreements relating to the plan.
As a precaution designed to address the possibility that the
ongoing payments by Barclay's to Wells Fargo Bank in connection with the sale
of WFNIA may be characterized as indirect payments to finance activities or
services that are primarily intended to result in the sale of interests in the
Master Portfolios and that a corresponding amount of the advisory fee payable
by the Master Portfolio could be deemed to be indirect payments by the Master
Portfolio to finance those activities, MIP's Board of Trustees approved a
proposed 12b-1 Plan for each Master Portfolio. Each proposed 12b-1 Plan would
provide that if any portion of the Master Portfolios' advisory fees (up to
0.25% of the average daily net assets of any Master Portfolio on an annual
basis) were deemed to constitute an indirect payment for activities that are
primarily intended to result in the sale of interests in the Master Portfolios
that payment would be authorized pursuant to the 12b-1 Plan. Each proposed
12b-1 Plan also provides for quarterly written reports to be
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submitted to the Board of Trustees, and for annual consideration by the Board
of Trustees in compliance with Rule 12b-1.
BOARD OF TRUSTEES' RECOMMENDATION
For the reasons discussed under "Board Approval", the respective
Boards of Trustees of the Trust and MIP each unanimously voted to approve the
proposed 12b-1 Plans.
THE TRUST'S BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS THAT YOU VOTE
TO AUTHORIZE THE TRUST TO VOTE THE FUND'S INTERESTS IN THE CORRESPONDING MASTER
PORTFOLIO OF MIP TO APPROVE THE PROPOSED 12B-1 PLAN FOR SUCH MASTER PORTFOLIO.
MISCELLANEOUS
VOTE REQUIRED
The 1940 Act requires the Proposals to be approved by a majority
of 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 holder of at least
50% of the outstanding voting securities are present or represented by proxy.
In the event that any of the Proposal is not approved, the Trust
will review the situation and formulate or consider alternatives to adopting
the Proposals.
INFORMATION REGARDING THE CURRENT AND PROSPECTIVE INVESTMENT ADVISERS
16
<PAGE> 18
PRELIMINARY PROXY MATERIAL
Currently, subsidiaries of Wells Fargo Bank and Nikko each own 50%
general partnership interests 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., which, in turn, is a
wholly-owned subsidiary of Nikko. 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 current principal
executive officers of WFNIA. The address of each such officer is c/o Wells
Fargo Nikko Investment Advisors, 45 Fremont Street, San Francisco, CA 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 each such director
and officer will be c/o of BZW Global Investors, 45 Fremont Street, San
Francisco, CA 94105. The address of WFNIA is Wells Fargo Investment Advisors,
45 Fremont Street, San Francisco, CA 94105. 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. The address of each is
c/o Wells Fargo Bank, 420 Montgomery Street, San Francisco, California 94105.
17
<PAGE> 19
PRELIMINARY PROXY MATERIAL
In addition to the Funds and Master Portfolios described in this
Proxy Statement, Appendices D and E include information related to other
investment companies/series 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.
No officer or trustee of the Trust is an officer, employee,
director/trustee, general partner or shareholder of Wells Fargo Bank, WFNIA or
BZW Global Investors or any affiliate thereof except as follows: as of October
18, 1995, Mr. W. Rodney Hughes, a Trustee of the Trust, is the record and
beneficial owner of approximately 0.005% of the outstanding common stock of
Wells Fargo & Company, including stock acquired through Wells Fargo & Company's
dividend reinvestment plan during the Trust's last fiscal year. The Trust 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 Trust's Board of
Trustees except in connection with the Section 15(f) provision as to the
"interested person" status of not more than 25% of the Trustees with respect to
the Sellers, WFNIA, Barclays and BZW Global Investors absent an exemptive order
relating thereto from the SEC.
WFNIA and Barclays have each advised the Trust that it is not
aware of any financial condition of WFNIA or, upon completion of the Sale and
the transactions relating thereto, BZW Global Investors, that is, or would be
reasonably, likely to impair the financial ability of WFNIA or BZW Global
Investors to fulfill its commitments to the Trust and the Master Portfolios
under the Proposed Advisory Contracts.
Upon completion 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., c/o Coopers & Lybrand, 333 Market
18
<PAGE> 20
PRELIMINARY PROXY MATERIAL
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, Ste. 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.
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 a majority of the outstanding shares of any 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 as 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.
19
<PAGE> 21
PRELIMINARY PROXY MATERIAL
The duly appointed proxy agents may, in their discretion, vote
upon such other matters as may come before 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 Trust at its principal executive
office, 111 Center Street, Little Rock, Arkansas 72201, and be received prior
to the Special Meeting; (ii) signing anther proxy of a later date; (iii)
calling SCC 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 F includes information as of the close of business on
October 11, 1995, of any persons known to the Trust to be beneficial owners of
5% or more of the outstanding shares of any Fund. As of the close of business
on October 11, 1995, the Record Date, the Trust's Officers and Trustees as a
group did not own beneficially in excess of 1% of the outstanding shares of any
Fund.
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
20
<PAGE> 22
PRELIMINARY PROXY MATERIAL
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 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 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.
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 Trust's principal underwriter and administrator.
SOLICITATION OF PROXIES AND PAYMENT OF EXPENSES
Wells Fargo Bank has hired SCC, a third-party solicitation firm,
to assist in soliciting shareholders' proxies for the Special Meeting. The
cost of such solicitation for the Special Meeting, including printing and
mailing expenses will be borne by Wells Fargo Bank. Proxies will
21
<PAGE> 23
PRELIMINARY PROXY MATERIAL
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 Trust, Wells Fargo Bank, WFNIA and/or Stephens.
OTHER BUSINESS
The Trust's Board of Trustees 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 Trust's Board of Trustees 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 Trust's proxy statement and is subject to limitations under
the 1934 Act. It is not presently anticipated that the Trust will hold regular
meetings of shareholders, and no anticipated date of the next meeting can be
provided.
22
<PAGE> 24
PRELIMINARY PROXY MATERIAL
APPENDIX A
NUMBER OF FUND SHARES OUTSTANDING
AS OF RECORD DATE (OCTOBER 11, 1995)
<TABLE>
<S> <C>
LifePath 2000 Fund
Retail Shares 7,254,621
Institutional Shares 1,217,587
LifePath 2010 Fund
Retail Shares 4,631,610
Institutional Shares 2,371,926
LifePath 2020 Fund
Retail Shares 8,810,317
Institutional Shares 2,400,550
LifePath 2030 Fund
Retail Shares 5,769,082
Institutional Shares 1,575,734
LifePath 2040 Fund
Retail Shares 8,830,966
Institutional Shares 1,814,462
</TABLE>
<PAGE> 25
PRELIMINARY PROXY MATERIAL
APPENDIX B
CURRENT PRINCIPAL 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
Andrea Maria Zulberti, Investment Management
Managing Director, CFO
</TABLE>
<PAGE> 26
PRELIMINARY PROXY MATERIAL
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 Chairman
Nic Stuchfield, Investment Management
Director
Lindsay Tomlinson Investment Management
Director and Co-Chief Executive Officer
</TABLE>
<PAGE> 27
PRELIMINARY PROXY MATERIAL
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> 28
PRELIMINARY PROXY MATERIAL
<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>
<PAGE> 29
PRELIMINARY PROXY MATERIAL
APPENDIX D
WFNIA SUB-ADVISORY SERVICES
<TABLE>
<CAPTION>
Asset Levels 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
Asset Allocation Master Portfolio 0.20% $ 363.2
U.S. Treasury Allocation Master Portfolio 0.15% $ 62.8
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 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> 30
PRELIMINARY PROXY MATERIAL
APPENDIX E
WELLS FARGO BANK ADVISORY SERVICES
<TABLE>
<CAPTION>
Asset Levels 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 net assets.
** The annual rate is 0.70% of the average daily net assets of the Fund up to
$500 million and 0.60% of the average daily net assets in excess of $500
million.
*** The annual rate is 0.50% of the first $250 million of the Fund's average
daily net assets, 0.40% of the next $250 million and 0.30% of the average
daily 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.
<PAGE> 31
PRELIMINARY PROXY MATERIAL
APPENDIX E
WELLS FARGO BANK ADVISORY SERVICES
<TABLE>
<CAPTION>
Asset Levels as of Third
------------------------
Company/ Series Annual Advisory Fee*# Quarter 1995
--------------- --------------------- ------------
<S> <C> <C>
MASTER INVESTMENT PORTFOLIO
LifePath 2000 Master Portfolio 0.55% $ 85.8
LifePath 2010 Master Portfolio 0.55% $ 76.6
LifePath 2020 Master Portfolio 0.55% $ 126.7
LifePath 2030 Master Portfolio 0.55% $ 85.5
LifePath 2040 Master Portfolio 0.55% $ 127.1
Asset Allocation Master Portfolio 0.35% $ 363.2
U.S. Treasury Allocation Master Portfolio 0.30% $ 62.8
</TABLE>
______________________________________
* As a percentage of average daily net assets
# The Annual Advisory Fee shown is the contract rate; fee waivers may reduce
the amount actually paid under the applicable contract.
<PAGE> 32
PRELIMINARY PROXY MATERIAL
APPENDIX F
SUBSTANTIAL SHAREHOLDERS
As of the close of business on October 11, 1995, the following
persons were known by the Trust to be beneficial shareholders of 5% or more of
the outstanding shares of the Funds listed below.
<TABLE>
<CAPTION>
Amount and Nature
Name and Address of Beneficial
Title of Class of Beneficial Owner Ownership* Percent of Class
-------------- ------------------- ---------- ----------------
<S> <C> <C> <C>
LifePath 2000 Fund Thrifty Payless, Inc. 158,610 13.02%
Institutional Shares 9275 S.W. Peyton Lane
Wilsonville, OR 97070
Siemens Corporate Savings Plan 131,917 10.83%
State Street Bank and Trust Co.
P. O. Box 1992 - MS D5
Wells Fargo & Co. 128,154 10.53%
420 Montgomery Street, 11th Floor
San Francisco, CA 94104
Dairyman's Cooperative Creamery 89,201 7.33%
Association
Target Benefit Plan
400 South M Street
Tulare, CA 93274
Paracelsus Healthcare Corp. 84,347 6.93%
155 North Lake Avenue
Suite 1100
Pasadena, CA 91101
Yuasa-Exide, Inc. 82,380 6.77%
2400 Bernville Road
Reading, PA 19612-4145
</TABLE>
<PAGE> 33
PRELIMINARY PROXY MATERIAL
<TABLE>
<CAPTION>
Amount and Nature
Name and Address of Beneficial
Title of Class of Beneficial Owner Ownership* Percent of Class
-------------- ------------------- ---------- ----------------
<S> <C> <C> <C>
Wyman Gordon Company 69,783 5.73%
244 Worchester Street
Box 8001
North Grafton, MA 01536
Cosmair, Inc. 69,448 5.70%
159 Terminal Avenue
Clark, NJ 07066
LifePath 2010 Fund MAC & Co. A/C 195-822 323,728 13.65%
Institutional Shares Mellon Bank N.A.
Mutual Funds Dept.
P. O. Box 320
Pittsburgh, PA 15230-0320
Wells Fargo & Co. 234,401 9.88%
420 Montgomery Street, 11th Floor
San Francisco, CA 94104
Siemens Corp. Savings Plan 228,185 9.62%
State Street Bank and Trust Co.
P. O. Box 1992-MS D5
Boston, MA 02105
Thrifty Payless, Inc. 210,996 9.27%
9275 S.W. Peyton Lane
Wilsonville, OR 97070
Cosmair, Inc. 194,147 8.18%
159 Terminal Avenue
Clark, NJ 07066
Paracelsus Healthcare Corp. 161,510 6.81%
155 North Lake Avenue
Suite 1100
Pasadena, CA 91101
LifePath 2020 Fund Cosmair, Inc. 432,561 18.02%
Institutional Shares 159 Terminal Avenue
Clark, NJ 07066
</TABLE>
<PAGE> 34
PRELIMINARY PROXY MATERIAL
<TABLE>
<CAPTION>
Amount and Nature
Name and Address of Beneficial
Title of Class of Beneficial Owner Ownership* Percent of Class
-------------- ------------------- ---------- ----------------
<S> <C> <C> <C>
Wells Fargo & Co. 427,057 17.79%
420 Montgomery Street, 11th Floor
San Francisco, CA 94104
Siemens Corp. Savings Plan 291,008 12.12%
State Street Bank & Trust Co.
P. O. Box 1992-MS D5
Boston, MA 02105
Paracelsus Healthcare Corp. 181,606 7.56%
155 North Lake Avenue
Suite 1100
Pasadena, CA 91101
Syncor International Co. 171,505 7.14%
20001 Prairie Street
Chatsworth, CA 91311
Thrifty Payless, Inc. 155,237 6.47%
9275 S.W. Peyton Lane
Wilsonville, OR 97070
LifePath 2030 Fund Siemens Corp. Savings Plan 363,555 23.07%
Institutional Shares State Street Bank & Trust Co.
P.O. Box 1992-MS D5
Boston, MA 02105
Wells Fargo & Co. 362,240 22.99%
420 Montgomery Street, 11th Floor
San Francisco, Ca 94104
Cosmair, Inc. 259,933 16.50%
159 Terminal Avenue
Clark, NJ 07066
Paracelsus Healthcare Corp. 110,973 7.04%
155 North Lake Avenue
Suite 1100
Pasadena, CA 91101
LifePath 2040 Fund Wells Fargo & Co. 636,098 35.06%
Institutional Shares 420 Montgomery Street, 11th Floor
San Francisco, CA 94104
</TABLE>
<PAGE> 35
PRELIMINARY PROXY MATERIAL
<TABLE>
<CAPTION>
Amount and Nature
Name and Address of Beneficial
Title of Class of Beneficial Owner Ownership* Percent of Class
-------------- ------------------- ---------- ----------------
<S> <C> <C> <C>
Siemens Corp. Savings Plan 270,058 14.88%
State Street Bank & Trust Co.
P. O. Box 1992-MS D5
Boston, MA 02105
Cosmair, Inc. 236,296 13.02%
159 Terminal Avenue
Clark, NJ 07066
Paracelsus Healthcare Corp. 108,175 5.96%
155 North Lake Avenue
Suite 1100
Pasadena, CA 91101
</TABLE>
* The Company does not know if the Holder listed is the beneficial owner or
not.
<PAGE> 36
PRELIMINARY PROXY MATERIAL
APPENDIX G FORM OF PROPOSED
DISTRIBUTION PLAN UNDER RULE 12b-1
<PAGE> 37
MASTER INVESTMENT PORTFOLIO
LIFEPATH MASTER PORTFOLIOS
DISTRIBUTION PLAN
Section 1. If and to the extent any portion of the fees paid by any of
the LifePath Master Portfolios of Master Investment Portfolio (the "Trust")
under its Investment Advisory Contracts are considered an indirect payment to
finance activities or services that are primarily intended to result in the
sale of Interests in the LifePath Master Portfolios, such fees are deemed
approved and may be paid pursuant to this Distribution Plan and in accordance
with Rule 12b-1 under the Investment Company Act of 1940 (the "1940 Act"). The
portion of such fees that is deemed approved pursuant to this Distribution Plan
shall not exceed 0.25% of the average daily net assets of any LifePath Master
Portfolio on an annual basis.
Section 2. Any person authorized to direct the disposition of monies
paid or payable pursuant to this Distribution Plan or any related agreement
shall provide to the Trust's Board of Trustees, and the Trustees shall review,
at least quarterly, a written report of the amounts so expended and the
purposes for which such expenditures were made. All expenses incurred by a
LifePath Master Portfolio in connection with this Distribution Plan shall be
borne entirely by the holders of the Interests of the particular LifePath
Master Portfolio involved. If more than one LifePath Master Portfolio is
involved and these expenses are not directly attributable to Interests of a
particular LifePath Master Portfolio, then the expenses may be allocated
between or among the Interests of the LifePath Master Portfolios in a fair and
equitable manner.
Section 3. This Distribution Plan will become effective immediately, as
to any LifePath Master Portfolio, upon its approval by (a) a majority of the
outstanding Interests of such LifePath Master Portfolio, and (b) a majority of
the Board of Trustees, including a majority of the Trustees who are not
"interested persons" (as defined in the 1940 Act) of the Trust and who have no
direct or indirect financial interest in the operation of this Distribution
Plan or in any agreements entered into in connection with this Distribution
Plan, pursuant to a vote cast in person at a meeting called for the purpose of
voting on the approval of this Distribution Plan.
Section 4. This Distribution Plan shall continue in effect for so long
as its continuance is specifically approved at least annually by the Trust's
Board of Trustees in the manner described in Section 3(b).
Section 5. This Distribution Plan may be amended at any time by the
Trust's Board of Trustees, provided that (a) any amendment to increase
materially the amount to be spent by a LifePath Master Portfolio for
distribution pursuant to this Distribution Plan shall be effective only upon
approval by a vote of a majority of the outstanding Interests of such LifePath
Master Portfolio, and (b) any material amendments of the terms of this
Distribution Plan shall become effective only upon approval by the Board of
Trustees as provided in Section 3(b) hereof.
Section 6. This Distribution Plan is terminable, as to a LifePath Master
Portfolio's Interests, without penalty at any time by (a) a vote of a majority
of the Trustees who are not "interested persons" (as defined in the 1940 Act)
of the Trust and who have no direct or indirect financial interest in the
operation of this Distribution Plan or in any agreements entered into in
connection with this Distribution Plan, or (b) a vote of a majority of the
outstanding Interests of such LifePath Master Portfolio.
Section 7. While this Distribution Plan is in effect, the selection and
nomination of those Trustees who are not "interested persons" (as defined in
the 1940 Act) of the Trust shall be committed to the discretion of such non-
interested Trustees.
<PAGE> 38
Section 8. The Trust will preserve copies of this Distribution Plan, any
written reports regarding this Distribution Plan presented to the Board of
Trustees, and any agreements related to this Distribution Plan for a period of
not less than six years.
Adopted by Board of Trustees: October 10, 1995
Effective:_______________, 1995
2
<PAGE> 39
PRELIMINARY PROXY MATERIAL
APPENDIX H
FORM OF INVESTMENT ADVISORY CONTRACT
<PAGE> 40
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 Series (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 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.
<PAGE> 41
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 Master Portfolio 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 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
shares.
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 Fund'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 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 Trustee's 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
2
<PAGE> 42
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
shareholder of the Trust or Master Portfolio individually.
3
<PAGE> 43
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:_________________________
4
<PAGE> 44
PRELIMINARY PROXY MATERIAL
PROXY BALLOT
LIFEPATH 2000 FUND
LIFEPATH 2010 FUND
LIFEPATH 2020 FUND
LIFEPATH 2030 FUND
LIFEPATH 2040 FUND
SPECIAL MEETING OF SHAREHOLDERS ON
DECEMBER 5, 1995
THIS PROXY IS SOLICITED ON
BEHALF OF THE BOARD OF TRUSTEES
OF STAGECOACH TRUST
BY SIGNING AND DATING THE LOWER PORTION OF THIS PROXY 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 CONDUCT OF, 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 PROXY BALLOT AT ONCE
IN THE ENCLOSED POSTAGE PAID ENVELOPE.
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<PAGE> 45
PRELIMINARY PROXY MATERIAL
The undersigned hereby appoints Richard H. Blank, Jr., Ann
Bonsteel and Michael W. Nolte (the "Proxy Agents"), and each of them, attorneys
and proxies of the undersigned, with power of substitution and resubstitution,
to attend, vote and act for the undersigned at the Special Meeting of
Shareholders of the LifePath 2000 Fund, LifePath 2010 Fund, LifePath 2020 Fund,
LifePath 2030 Fund and LifePath 2040 Fund, (each, a "Fund" and collectively,
the "Funds") of Stagecoach Trust (the "Trust") to be held at the Trust'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 __, 1995.
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 THE PROXY BALLOT TO SCC AT
1-800-733-1885. A CONFIRMATION OF YOUR TELEPHONE OR TELEFACSIMILE VOTE WILL BE
MAILED TO YOU.
1. Approval to authorize the Trust to vote the Fund's interests in the
corresponding Master Portfolio of Master Investment Portfolio ("MIP") to
approve new Investment Advisory Contracts between MIP, on behalf of such
Master Portfolio, and BZW Global Investors,
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<PAGE> 46
PRELIMINARY PROXY MATERIAL
the anticipated successor in interest to Wells Fargo Nikko Investment
Advisors ("WFNIA"), as investment adviser;
[ ] FOR [ ] AGAINST [ ] ABSTAIN
and
2. Approval to authorize the Trust to vote the Fund's interests in the
corresponding Master Portfolio of MIP to approve the proposed Rule 12b-1
Plan for such Master Portfolio.
[ ] 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 EITHER AT THE SPECIAL MEETING OR ANY ADJOURNMENT(S) THEREOF,
INCLUDING ANY ADJOURNMENT(S) NECESSARY TO OBTAIN REQUISITE QUORUMS AND/OR
APPROVALS.
Please sign below exactly as your name(s) appear(s) hereon.
Corporate proxy ballots 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 Trust that more than one owner is required for
valid execution.
3
<PAGE> 47
PRELIMINARY PROXY MATERIAL
___________________________________ __________________________________
SIGNATURE SIGNATURE
(Joint Owner)
_______________________________,1995 ________________________________, 1995
(Please date) (Please date)
4
<PAGE> 48
PRELIMINARY PROXY MATERIAL
STAGECOACH TRUST
111 CENTER STREET
LITTLE ROCK, ARKANSAS 72201
________________________________________________________________________________
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
LIFEPATH 2000 FUND
LIFEPATH 2010 FUND
LIFEPATH 2020 FUND
LIFEPATH 2030 FUND
LIFEPATH 2040 FUND
TO BE HELD ON DECEMBER 5, 1995
________________________________________________________________________________
To the Shareholders of the LIFEPATH 2000, LIFEPATH 2010, LIFEPATH 2020,
LIFEPATH 2030 and LIFEPATH 2040 FUNDS (each, a "Fund" and collectively, the
"Funds") of Stagecoach Trust (the "Trust"):
PLEASE TAKE NOTE that a SPECIAL MEETING OF SHAREHOLDERS (the
"Special Meeting") of the Funds will be held on Tuesday, December 5, 1995, at
11:00 a.m. (Central time) at the Trust's principal executive office, 111 Center
Street, Little Rock, Arkansas 72201. Each of the Funds, is a "feeder" fund in
a master/feeder structure and invests substantially all its assets in a
portfolio (a "Master Portfolio") of Master Investment Portfolio ("MIP") that
bears a corresponding name and has a substantially identical investment
objective. Due to certain pass-through voting procedures adopted by the Funds,
shareholders of each Fund are being asked to authorize the Trust to vote each
Fund's interests in the corresponding Master Portfolio of MIP to
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<PAGE> 49
PRELIMINARY PROXY MATERIAL
approve certain proposed advisory arrangements for each Master Portfolio of MIP
and to approve a proposed distribution plan for each Master Portfolio of MIP.
THE SPECIAL MEETING OF SHAREHOLDERS IS BEING CALLED FOR THE
FOLLOWING PURPOSES:
1. To authorize the Trust 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 H to the accompanying Proxy Statement) between
MIP, on behalf of the Master Portfolio, and BZW Global
Investors, as adviser.
2. To authorize the Trust to vote each Fund's interests in the
corresponding Master Portfolio of MIP to approve a Rule
12b-1 Distribution Plan (a form of which appears as
Appendix G to the accompanying Proxy Statement) for such
Master Portfolio.
These proposals and any other matters that are properly raised, 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 TRUSTEES RECOMMENDS THAT YOU VOTE FOR THE PROPOSALS.
The Board of Trustees of the Trust 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
2
<PAGE> 50
PRELIMINARY PROXY MATERIAL
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. 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 Trustees
Richard H. Blank, Jr.
Secretary
3
<PAGE> 51
PRELIMINARY PROXY MATERIAL
November __, 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> 52
PRELIMINARY PROXY MATERIAL
________________________________________________________________________________
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 TRUST
111 CENTER STREET
LITTLE ROCK, ARKANSAS 72201
November ___, 1995
Dear Shareholder:
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<PAGE> 53
PRELIMINARY PROXY MATERIAL
We are pleased to invite you to a Special Meeting of Shareholders
of the LifePath 2000, LifePath 2010, LifePath 2020, LifePath 2030 and LifePath
2040 Funds (each, a "Fund" and collectively, the "Funds") of Stagecoach Trust
(the "Trust") to be held on Tuesday, December 5, 1995. The purpose of the
Special Meeting is to seek shareholder approval of (i) new investment advisory
arrangements for each portfolio (a "Master Portfolio") of Master Investment
Portfolio ("MIP") and (ii) a Rule 12b-1 distribution plan for each Master
Portfolio of MIP.
The Funds are "feeder" funds in a "master/feeder" structure, which
means that each Fund pursues its investment objective by investing in a Master
Portfolio of MIP with an identical investment objective. Currently, Wells
Fargo Bank, N.A. ("Wells Fargo Bank"), serves as investment adviser and Wells
Fargo Nikko Investment Advisors ("WFNIA") serves as sub-adviser to each Master
Portfolio.
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 Trustees
of the Trust that BZW Global Investors, will 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 BZW Global Investors, under the proposed advisory
contracts, 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.
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<PAGE> 54
PRELIMINARY PROXY MATERIAL
As a result of the Sale, and as explained more fully in the
accompanying Proxy Statement, the Trust and MIP believe a new advisory
relationship with BZW Global Investors as investment adviser would be
beneficial to the Funds and the Master Portfolios. For the reasons discussed
below, the Company believes these advisory arrangements should not result in
any significant changes in the day-to-day management of the Fund, and the
Company's toll-free "800" customer service number will not change. Because the
purchase price for WFNIA includes certain ongoing payments from Barclays to
Wells Fargo, the Trust and MIP also believe that, as a defensive measure, a new
Rule 12b-1 distribution plan should be adopted for each Master Portfolio of
MIP. The proposed Rule 12b-1 distribution plans will not result in any
increase in the fee levels of the Funds or the Master Portfolios under the
Current or Proposed Investment Advisory Contracts. Instead, they provide that
if any portion of a Master Portfolio's advisory fee were deemed to constitute
an indirect payment for activities or services that are primarily intended to
result in the sale of interests in the Master Portfolio, the fees would be
authorized pursuant to the 12b-1 Plan.
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. To authorize the Trust to vote each Fund's interests in the
corresponding Master Portfolio of MIP to approve a proposed
investment advisory contract between MIP, on behalf of such
Master Portfolio, 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.
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<PAGE> 55
PRELIMINARY PROXY MATERIAL
2. To authorize the Trust to vote each Fund's interests in the
corresponding Master Portfolio of MIP to approve a Rule
12b-1 distribution plan for such Master Portfolio.
THE TRUST'S BOARD OF TRUSTEES HAS UNANIMOUSLY APPROVED THESE PROPOSALS AND
RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE PROPOSALS.
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 even if you do not attend the Special Meeting in person.
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<PAGE> 56
PRELIMINARY PROXY MATERIAL
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 Trust at 1-800-222-8222 [OR STAGECOACH FUNDS
SHAREHOLDER SERVICES AT _____________ OR, IF YOU HOLD SHARES WITHIN AN IRA,
PLEASE CALL 1-800-BEST-IRA.] We look forward to receiving your vote very soon.
Sincerely,
____________________________
R. Greg Feltus
President and Chairman
of the Board
5
