MASTER INVESTMENT PORTFOLIO, POS AMI, 1995-06-28

MASTER INVESTMENT PORTFOLIO
POS AMI, 1995-06-28

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<PAGE> 1

As filed with the Securities and Exchange Commission
on June 28, 1995

Registration No. 811-8162

================================================================================

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

_______________

FORM N-1A

AMENDMENT NO. 2 TO
REGISTRATION STATEMENT
UNDER
THE INVESTMENT COMPANY ACT OF 1940

MASTER INVESTMENT PORTFOLIO
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)

111 Center Street, Little Rock, Arkansas 72201
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)

_______________________________________

Registrant's Telephone Number, including Area Code:
(800) 643-9691

Richard H. Blank, Jr.
c/o Stephens Inc.
111 Center Street
Little Rock, Arkansas 72201
(NAME AND ADDRESS OF AGENT FOR SERVICE)

WITH A COPY TO:
Robert M. Kurucza, Esq.
Marco E. Adelfio, Esq.
Morrison & Foerster
2000 Pennsylvania Avenue, N.W., Suite 5500
Washington, D.C. 20006-1812

================================================================================

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EXPLANATORY NOTE

This amendment relates to the LifePath 2000 Master Series, LifePath
2010 Master Series, LifePath 2020 Master Series, LifePath 2030 Master Series,
LifePath 2040 Master Series, Asset Allocation Master Series, Bond Index Master
Series, S&P 500 Index Master Series and U.S. Treasury Allocation Master Series
(the "Master Series"). This amendment includes the annual update of all audited
financial information pertaining to each Master Series. This amendment does not
effect the registration statement for the Money Market Master Series, Growth
and Value Master Series, Short-Term Allocation Master Series, International
Stock Index Master Series and Small/Medium Stock Index Master Series.
<PAGE> 3
MASTER INVESTMENT PORTFOLIO
STRUCTURED MASTER SERIES

Asset Allocation Master Series
U.S. Treasury Allocation Master Series
Short-Term Allocation Master Series
Growth and Value Master Series

Money Market Master Series

PART A

June 28, 1995

Responses to Items 1 through 3 have been omitted pursuant to
paragraph 4 of Instruction F of the General Instructions to Form
N-1A.

Item 4. General Description of Registrant.

GENERAL. Master Investment Portfolio (the "Master Portfolio")
is an open-end, management investment company, organized on
October 21, 1993 as a business trust under the laws of the State
of Delaware. The Master Portfolio is a "series fund," which is
a mutual fund divided into separate portfolios. By this
offering document, the Master Portfolio is offering five
diversified portfolios (each, a "Master Series") -- three asset
allocation funds and a quantitative fund (the "Structured Master
Series") and a money market fund (the "Money Market Master
Series"). Currently, only the Asset Allocation Master Series
and U.S. Treasury Allocation Master Series have commenced
operations. Each Master Series is treated as a separate entity
for certain matters under the Investment Company Act of 1940, as
amended (the "1940 Act"), and for other purposes and a
shareholder of one Master Series is not deemed to be a
shareholder of any other Master Series. As described below, for
certain matters Master Portfolio shareholders vote together as a
group; as to others they vote separately by Master Series. The
Master Portfolio has established nine other series which will be
offered pursuant to other offering documents. From time to
time, other series may be established and sold pursuant to other
offering documents.

Wells Fargo Bank, N.A. ("Wells Fargo Bank") serves as each
Master Series' investment adviser. Wells Fargo Nikko Investment
Advisors ("WFNIA") serves as each Master Series' sub-investment
adviser.

<PAGE> 4

Investments in a Master Series may be made only by investment
companies or certain other entities which are "accredited
investors" within the meaning of Regulation D under the 1933
Act. This registration statement does not constitute an offer
to sell, or the solicitation of an offer to buy, any "security"
within the meaning of the 1933 Act.

INVESTMENT OBJECTIVES.

-- The ASSET ALLOCATION MASTER SERIES seeks to maximize
total return, consisting of capital appreciation and current
income, without assuming undue risk. This Master Series will
follow an asset allocation strategy by investing in a wide range
of publicly traded common stocks, U.S. Treasury bonds and money
market instruments.

-- The U.S. TREASURY ALLOCATION MASTER SERIES seeks to
maximize total return, consisting of capital appreciation and
current income, without assuming undue risk. This Master Series
will follow an asset allocation strategy by investing primarily
among long-, intermediate- and short-term U.S. Treasury
securities.

-- The SHORT-TERM ALLOCATION MASTER SERIES seeks to maximize
current income to the extent consistent with the preservation of
capital. This Master Series will follow an asset allocation
strategy by investing in short-term U.S. Treasury securities and
money market instruments and will maintain a dollar-weighted
average portfolio maturity of three years or less.

-- The GROWTH AND VALUE MASTER SERIES seeks to maximize long-
term capital growth, without assuming undue risk relative to the
broad stock market. This Master Series will use statistical
modeling techniques to identify common stocks of generally
larger capitalized publicly traded companies which emphasize
certain attributes expected to produce aggregate total return
greater than that of the Standard & Poor's 500 Stock Index.

-- The MONEY MARKET MASTER SERIES seeks to maximize current
income to the extent consistent with the preservation of capital
and the maintenance of liquidity. This Master Series will
invest in short-term money market instruments and will seek to
maintain a stable net asset value of $1.00 per share. An
investment in the Money Market Master Series is neither insured
nor guaranteed by the U.S. Government. There can be no
assurance that the Money Market Master Series will be able to
maintain a stable net asset value of $1.00 per share.

Each Master Series' investment objective cannot be changed
without approval by the holders of a majority (as defined in the
1940 Act) of such Master Series' outstanding voting securities.
The differences in objectives and policies among the Master
Series determine the types of portfolio securities in which each
Master Series invests and can be expected to affect the degree
of risk to which each Master Series is subject and the yield or
return of each Master Series. There can be no assurance that
the investment objective of each Master Series will be achieved.

MANAGEMENT POLICIES.

ALLOCATION MASTER SERIES -- Each of the Asset Allocation Master
Series, U.S. Treasury Allocation Master Series and Short-Term
Allocation Master Series (the "Allocation Master Series") will
follow an asset allocation strategy. For each Allocation Master
Series, WFNIA uses proprietary investment models ("Asset

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Allocation Models") that analyze extensive financial and
economic data, including risk, correlation and expected return
statistics, to recommend a portfolio allocation as described
below.

Asset Allocation Master Series will invest its assets
among three asset classes -- common stocks, U.S. Treasury bonds
and money market instruments -- as follows:

-- COMMON STOCKS. The Master Series will invest in
the common stocks which compose the Standard & Poor's
500 Stock Index(1) (the "S&P 500 Index"). The S&P 500
Index is composed of 500 common stocks, most of which
are listed on the New York Stock Exchange. The
weightings of stocks in the S&P 500 Index are based on
each stock's relative total market capitalization; that
is, its market price per share times the number of
shares outstanding. No attempt is made to manage this
portion of the Master Series' portfolio in the
traditional sense using economic, financial and market
analysis. Instead, the Master Series uses for this
portion of its portfolio a computer program to
determine which securities are to be purchased or sold
to replicate the total return performance of the S&P
500 Index to the extent feasible. The percentage of
the Asset Allocation Master Series' assets invested in
each stock will be approximately the same as the
percentage such stock represents in the S&P 500 Index.

-- U.S. TREASURY BONDS. The Master Series will
invest in U.S. Treasury bonds with remaining maturities
of at least 20 years. Under normal market conditions,
the dollar-weighted average maturity of this portion of
the Master Series' portfolio is expected to range
between 22 and 28 years. The Master Series will invest
this portion of its assets in an effort to replicate
the total return performance of the Lehman Brothers 20+
Year Treasury Index which is composed of U.S. Treasury
securities with 20 years or more to maturity.

-- MONEY MARKET INSTRUMENTS. The Master Series
will invest in money market instruments of the type in
which the Money Market Master Series invests as
described below.

U.S. Treasury Allocation Master Series will invest its
assets among three maturity classes -- long-, intermediate-and
short-term -- of U.S. Treasury debt securities and repurchase
agreements in respect thereof as follows:
____________________

(1) S&P does not sponsor the Master Series, nor is it affiliated
in any way with Wells Fargo, WFNIA or the Master Series.
"Standard & Poor's(R)," "S&P(R)," "S&P 500(R)," and "Standard & Poor's
500(R)" are trademarks of McGraw-Hill, Inc. The Master Series is
not sponsored, endorsed, sold, or promoted by S&P and S&P makes
no representation or warranty, express or implied, regarding the
advisability of investing in the Master Series.

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<PAGE> 6

-- LONG-TERM U.S. TREASURY BONDS. The Master Series
will invest in U.S. Treasury bonds with remaining
maturities of at least 20 years. Under normal market
conditions, the dollar-weighted average maturity of
this portion of the Master Series' portfolio is
expected to range between 22 and 28 years.

-- INTERMEDIATE-TERM U.S. TREASURY NOTES. The
Master Series will invest in U.S. Treasury notes and
other U.S. Treasury securities with remaining
maturities ranging from one to 20 years. Under normal
market conditions, the dollar-weighted average maturity
of this portion of the Master Series' portfolio is
expected to range between three and seven years.

-- SHORT-TERM U.S. TREASURY BILLS. The Master
Series will invest in U.S. Treasury bills with
remaining maturities of one year or less. Under normal
market conditions, the dollar-weighted average maturity
of this portion of the Master Series' portfolio is
expected to range between 30 and 90 days.

It is a fundamental policy of the U.S. Treasury
Allocation Master Series that it will invest at least 65% of the
value of its total assets in U.S. Treasury securities. This
Master Series also may invest in money market instruments of the
type in which the Money Market Master Series invests, as
described below.

Short-Term Allocation Master Series will invest its
assets in U.S. Treasury debt securities and money market
instruments as follows:

-- SHORT-TERM U.S. TREASURY SECURITIES. The Master
Series will invest in U.S. Treasury notes and other
U.S. Treasury securities with remaining maturities of
three years or less.

-- MONEY MARKET INSTRUMENTS. The Master Series
will invest in money market instruments of the type in
which the Money Market Master Series invests as
described below.

WFNIA has broad latitude in selecting the class of
investments in which each Allocation Master Series will invest.
No Allocation Master Series will be managed as a balanced
portfolio nor will it be required to maintain a portion of its
investments in each of its permitted investment categories at
all times. WFNIA will compare each Allocation Master Series'
investments daily to the Asset Allocation Models' recommended
allocation. Recommended reallocations may be implemented
following the recommendation, at WFNIA's discretion, or may not
be acted upon at all depending on WFNIA's assessment of current
economic conditions and investment opportunities. WFNIA also
may change from time to time the criteria and methods it uses to
implement the recommendations of the Asset Allocation Models.
Any recommended reallocation will be implemented in accordance
with trading policies designed to take advantage of market

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opportunities and reduce transaction costs. The asset
allocation mix selected will be a primary determinant in the
respective Allocation Master Series' investment performance.

Each Allocation Master Series also may engage in
futures and options transactions and other derivative securities
transactions, such as interest rate and index swaps, make short
sales against the box and lend its portfolio securities, each of
which involves risk. See "Risk Factors" below, and "Appendix --
Investment Techniques."

GROWTH AND VALUE MASTER SERIES -- The Growth and Value Master
Series will invest in common stocks of publicly traded companies
with market capitalizations generally greater than $250 million.
From this universe of over 1,000 common stocks, WFNIA uses
quantitative statistical modeling techniques based on a
proprietary computer model to select stocks with a particular
combination of composite attributes or "factors" expected to
produce in the aggregate long-term total return (before
deduction of expenses) greater than that of the S&P 500 Index.
The model currently considers the following fundamental factors:

-- Company size (a function of market
capitalization and asset size)
-- Dividend payout ratios or yield
-- Book value to stock price ratios
-- Earnings to stock price ratios
-- Historic earnings growth and stock price
momentum
-- Earnings estimates and expectations

WFNIA will use the data provided by the model to
construct a portfolio in an attempt to achieve the Growth and
Value Master Series' investment objective, while attempting to
maintain risk characteristics similar to those of the S&P 500
Index. From time to time, WFNIA may alter or change the factors
analyzed by the model in its discretion consistent with the
Growth and Value Master Series' investment objective. The
Growth and Value Master Series expects, ordinarily, that its
portfolio composition will be altered (or "rebalanced") from
time to time. Any rebalancing will be implemented in accordance
with trading policies designed to take advantage of market
opportunities and reduce transaction costs.

The Growth and Value Master Series also may engage in
futures and options transactions and other derivative
securities, such as index swaps, make short sales against the
box and lend its portfolio securities, each of which involves
risk. See "Risk Factors" below, and "Appendix -- Investment
Techniques." The Growth and Value Master Series also may invest
in money market instruments of the type in which the Money
Market Master Series invests, as described below.

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deposit, bankers' acceptances and other short-term obligations
issued by domestic banks, foreign branches of domestic banks,
foreign subsidiaries of domestic banks, and domestic and foreign
branches of foreign banks, repurchase agreements, and high
quality domestic and foreign commercial paper, unregistered
notes and other short-term corporate obligations, including
those with floating and variable rates of interest, issued by
domestic and foreign corporations. The Money Market Master
Series will invest in U.S. dollar denominated obligations issued
or guaranteed by one or more foreign governments or any of their
political subdivisions, agencies or instrumentalities, including
obligations of supranational entities. See "Appendix --
Portfolio Securities." The Money Market Master Series also may
lend securities from its portfolio. See "Appendix -- Investment
Techniques." During normal market conditions, at least 25% of
the Money Market Master Series' total assets will be invested in
bank obligations. See "Risk Factors -- Bank Securities" below.

The Money Market Master Series seeks to maintain a net
asset value of $1.00 per share for purchases and redemptions.
To do so, the Money Market Master Series uses the amortized cost
method of valuing its securities pursuant to Rule 2a-7 under the
1940 Act, certain requirements of which are summarized below.

In accordance with Rule 2a-7, the Money Market Master
Series will maintain a dollar-weighted average portfolio
maturity of 90 days or less, purchase only instruments having
remaining maturities of 13 months or less and invest only in
U.S. dollar denominated securities determined in accordance with
procedures established by the Master Portfolio's Board of
Trustees to present minimal credit risks and which are rated in
one of the two highest rating categories for debt obligations by
at least two nationally recognized statistical rating
organizations (or one rating organization if the instrument was
rated by only one such organization) or, if unrated, are of
comparable quality as determined in accordance with procedures
established by the Master Portfolio's Board of Trustees. The
nationally recognized statistical rating organizations currently
rating instruments of the type the Money Market Master Series
may purchase are Moody's, S&P, Duff, Fitch, IBCA Limited and
IBCA Inc. and Thomson BankWatch, Inc. and their rating criteria
are described in the "Appendix" in Part B.

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<PAGE> 9

organization if the instrument was rated by only one such
organization), and unrated securities not determined by the
Master Portfolio's Board of Trustees to be comparable to those
rated in the highest category, will be limited to 5% of the
Money Market Master Series' total assets, with the investment in
any one such issuer being limited to no more than the greater of
1% of the Money Market Master Series' total assets or
$1,000,000. As to each security, these percentages are measured
at the time the Money Market Master Series purchases the
security.

For further information regarding the amortized cost
method of valuing securities, see Item 19, "Purchase, Redemption
and Pricing of Securities," in Part B. An investment in the
Money Market Master Series is neither insured nor guaranteed by
the U.S. Government. There can be no assurance that the Money
Market Master Series will be able to maintain a stable net asset
value of $1.00 per share.

CERTAIN FUNDAMENTAL POLICIES. Each Master Series may (i) borrow
money to the extent permitted under the 1940 Act except that
each of the Asset Allocation Master Series and the U.S. Treasury
Allocation Master Series may borrow up to 20% of the current
value of its net assets for temporary purposes only in order to
meet redemptions; (ii) invest up to 5% of its total assets in
the obligations of any single issuer, except that up to 25% of
the value of the total assets of such Master Series may be
invested (subject, in the case of the Money Market Master
Series, to the provisions of Rule 2a-7), and obligations issued
or guaranteed by the U.S. Government, its agencies or
instrumentalities may be purchased, without regard to any such
limitation; and (iii) invest up to 25% of the value of its total
assets in the securities of issuers in a particular industry or
group of closely related industries, subject to certain
exceptions specified in Part B, including that there is no
limitation on the purchase of obligations issued or guaranteed
by the U.S. Government, its agencies or instrumentalities, and
that, under normal market conditions, the Money Market Master
Series will invest at least 25% of its assets in obligations
issued by banks. This paragraph describes fundamental policies
that cannot be changed as to a Master Series without approval by
the holders of a majority (as defined in the 1940 Act) of such
Master Series' outstanding voting securities. See Item 13,
"Investment Objectives and Management Policies -- Investment
Restrictions," in Part B.

CERTAIN ADDITIONAL NON-FUNDAMENTAL POLICIES. Each Master Series
may (i) purchase securities of any company having less than
three years' continuous operation (including operations of any
predecessors), unless the securities are fully guaranteed or
insured by the U.S. Government, a state, commonwealth,
possession, territory, the District of Columbia or by an entity
in existence at least three years, or the securities are backed
by the assets and revenues of any of the foregoing, if such
purchase would cause the value of its investments in all such
companies to exceed 5% of the value of its total assets;
(ii) pledge, hypothecate, mortgage or otherwise encumber its
assets, but only to secure permitted borrowings; and (iii)

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invest up to 15% (10% in the case of the Money Market Master
Series) of the value of its net assets in repurchase agreements
providing for settlement in more than seven days after notice
and in other illiquid securities. See Item 13, "Investment
Objectives and Management Policies -- Investment Restrictions,"
in Part B.

RISK FACTORS.

GENERAL -- The net asset value per share of each Structured
Master Series is not fixed and should be expected to fluctuate.

INVESTMENT TECHNIQUES -- (Structured Master Series) Each
Structured Master Series may engage in various investment
techniques the use of which involves risk. See "Appendix-
- -Investment Techniques." Using these techniques may affect the
degree to which a Structured Master Series' net asset value
fluctuates.

EQUITY SECURITIES -- (Asset Allocation Master Series and Growth
and Value Master Series) Investors should be aware that equity
securities fluctuate in value, often based on factors unrelated
to the value of the issuer of the securities, and that
fluctuations can be pronounced. Changes in the value of such a
Master Series' portfolio securities will result in changes in
the value of such Master Series' shares and thus the Master
Series' yield and total return to investors.

FIXED-INCOME SECURITIES -- (Allocation Master Series) Investors
should be aware that even though interest-bearing securities are
investments which promise a stable stream of income, the prices
of such securities are inversely affected by changes in interest
rates and, therefore, are subject to the risk of market price
fluctuations. Thus, if interest rates have increased from the
time a security was purchased, such security, if sold, might be
sold at a price less than its cost. Similarly, if interest
rates have declined from the time a security was purchased, such
security, if sold, might be sold at a price greater than its
cost. In either instance, if the security was purchased at face
value and held to maturity, no gain or loss would be realized.
The value of U.S. Treasury securities also will be affected by
the supply and demand, as well as the perceived supply and
demand, for such securities. Long-term securities are affected
to a greater extent by interest rates than shorter-term
securities.

FOREIGN SECURITIES -- (Asset Allocation Master Series and Growth
and Value Master Series) Since the stocks of some foreign
issuers are included in the S&P 500 Index, the portfolios of the
Asset Allocation Master Series and Growth and Value Master
Series may contain securities of such foreign issuers which may
subject the Master Series to additional investment risks with
respect to those securities that are different in some respects
from those incurred by a fund which invests only in securities
of domestic issuers. Such risks include future political and
economic developments, the possible imposition of withholding
taxes on income payable on the securities, the possible
establishment of exchange controls or the adoption of other

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foreign governmental restrictions which might adversely affect
an investment in these securities and the possible seizure or
nationalization of foreign deposits. See "Appendix -- Portfolio
Securities -- Bank Obligations."

BANK SECURITIES -- (Money Market Master Series) To the extent
the Money Market Master Series' investments are concentrated in
the banking industry, it will have correspondingly greater
exposure to the risk factors which are characteristic of such
investments. Sustained increases in interest rates can
adversely affect the availability or liquidity and cost of
capital funds for a bank's lending activities, and a
deterioration in general economic conditions could increase the
exposure to credit losses. In addition, the value of and the
investment return on the Money Market Master Series' shares
could be affected by economic or regulatory developments in or
related to the banking industry, which industry also is subject
to the effects of the concentration of loan portfolios in
leveraged transactions and in particular businesses, and
competition within the banking industry as well as with other
types of financial institutions. The Money Market Master
Series, however, will seek to minimize its exposure to such
risks by investing only in debt securities which are determined
by WFNIA to be of high quality pursuant to procedures
established by the Master Portfolio's Board of Trustees.

ZERO COUPON SECURITIES -- (Short-Term Allocation, Growth and
Value and Money Market Master Series) Federal income tax law
requires the holder of a zero coupon security to accrue income
with respect to such security prior to the receipt of cash
payments. As a result, a Master Series may be required to
distribute such income accrued with respect to these securities
and may have to dispose of portfolio securities under
disadvantageous circumstances in order to generate cash to
satisfy these distinction requirements.

OTHER INVESTMENT CONSIDERATIONS -- (Structured Master Series)
Asset allocation and modeling strategies are employed by Wells
Fargo Bank or WFNIA for other investment companies and accounts
advised or sub-advised by Wells Fargo Bank or WFNIA. If these
strategies indicate particular securities should be purchased or
sold, at the same time, by the Master Series and one or more of
these investment companies or accounts, available investments or
opportunities for sales are allocated equitably to each by
WFNIA. In some cases, this procedure may adversely affect the
size of the position obtained for or disposed of by the Master
Series or the price paid or received by such Master Series.

Under normal market conditions, the portfolio turnover
rate for each Structured Master Series is expected to be under
100%. A portfolio turnover rate of 100% would occur, for
example, if all of a Master Series' securities were replaced
within one year. Higher portfolio turnover rates are likely to
result in comparatively greater brokerage commissions. In
addition, short-term gains realized from portfolio transactions
are taxable to shareholders as ordinary income. Portfolio
turnover will not otherwise be a limiting factor in making
investment decisions.

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Item 5. Management of the Master Portfolio.

INVESTMENT ADVISER AND SUB-INVESTMENT ADVISER -- Wells Fargo
Bank, a wholly owned subsidiary of Wells Fargo & Company located
at 420 Montgomery Street, San Francisco, California 94105, is
each Master Series' investment adviser. Wells Fargo Bank, one
of the ten largest banks in the United States, was founded in
1852 and is the oldest bank in the western United States. As of
March 31, 1995, various divisions and affiliates of Wells Fargo
Bank (including WFNIA) provided investment advisory services for
approximately $196 billion of assets of individuals, trusts,
estates and institutions. Pursuant to an Investment Advisory
Agreement with the Master Portfolio, Wells Fargo Bank provides
investment guidance and policy direction in connection with the
management of each Master Series' assets, subject to the
supervision of the Master Portfolio's Board of Trustees and in
conformity with Delaware law and the stated policies of such
Master Series.

Wells Fargo Bank has engaged WFNIA, located at
45 Fremont Street, San Francisco, California 94105, to provide
sub-investment advisory services to each Master Series. WFNIA
is a general partnership owned 50% by a wholly owned subsidiary
of Wells Fargo Bank and 50% by a subsidiary of The Nikko
Securities Co., Ltd. As of March 31, 1995, WFNIA managed or
provided investment advice for assets aggregating approximately
$171 billion. Pursuant to a Sub-Investment Advisory Agreement,
WFNIA, subject to the supervision and approval of Wells Fargo
Bank, provides investment advisory assistance and the day-to-day
management of each Master Series' assets, subject to the overall
authority of the Master Portfolio's Board of Trustees and in
conformity with Delaware law and the stated policies of such
Master Series.

On June 21, 1995, Wells Fargo & Co. and The Nikko
Securities Co., Ltd. signed a definitive agreement to sell their
joint venture interest in WFNIA to Barclays PLC of the U.K. The
sale, which is subject to the approval of appropriate regulatory
authorities, is expected to close in the fourth quarter of 1995.

Barclays is the largest clearing bank in the U.K. with
$259 billion in total assets. Barclays has announced its
intention to combine WFNIA with the quantitative group of BZW
Asset Management ("BZWAM"), its international asset management
arm. BZWAM is the largest quantitative fund manager in Europe,
with approximately $32 billion of quantitative funds under
management, as of March 31, 1995. The BZW Division of Barclays,
of which BZWAM forms a part, is the investment banking arm of
Barclays and offers a full range of investment banking, capital
markets and asset management services.

Under the 1940 Act, this proposed change of control of
WFNIA would result in an assignment and termination of the
current Sub-Investment Advisory Agreement between WFNIA, Wells
Fargo Bank and the Master Portfolio (on behalf of the Asset
Allocation and U.S. Treasury Allocation Master Series). It is
anticipated that a special meeting of shareholders of the Asset
Allocation and U.S. Treasury Allocation Master Series will be

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convened to consider a change in the structure of such Master
Series, which will become effective only upon the change of
control of WFNIA. It is not anticipated that the proposed
change of control or change in structure will change the
investment objective or overall investment strategy of the Asset
Allocation and U.S. Treasury Allocation Master Series.

For the fiscal year ended February 28, 1995, Wells
Fargo Bank was paid advisory fees at the annual rate of 0.35%
and 0.30% of the Asset Allocation Master Series and U.S.
Treasury Allocation Master Series, respectively, for its
services as investment adviser to such Master Series. During
the same period WFNIA was paid by Wells Fargo Bank sub-advisory
fees at the annual rate of 0.20% and 0.15%, respectively, of the
average daily net assets of the Asset Allocation Master Series
and U.S. Treasury Allocation Master Series, respectively.

Wells Fargo Bank deals, trades and invests for its own
account in the types of securities in which the Master Series
may invest and may have deposit, loan and commercial banking
relationships with the issuers of securities purchased by a
Master Series. Wells Fargo Bank has informed the Master
Portfolio that in making its investment decisions it does not
obtain or use material inside information in its possession.

Under the terms of the Investment Advisory Agreement,
the Master Portfolio has agreed to pay a monthly fee on behalf
of each Master Series at the annual rate as set forth below:

<TABLE>
<CAPTION>
Annual Fee as
a Percentage of
Name of Master Series Average Daily Net Assets
- --------------------- ------------------------
<S> <C>
Asset Allocation .35 of 1%
U.S. Treasury Allocation .30 of 1%
Short-Term Allocation .25 of 1%
Growth and Value .35 of 1%
Money Market .20 of 1%

</TABLE>

Wells Fargo Bank has agreed to pay WFNIA a monthly fee at the
annual rate of .20%, .15%, .15%, .25% and .15% of the average
daily net assets of the Asset Allocation Master Series, U.S.
Treasury Allocation Master Series, Short-Term Allocation Master
Series, Growth and Value Master Series and Money Market Master
Series, respectively.

Administrator and Placement Agent -- Stephens Inc. ("Stephens"),
located at 111 Center Street, Little Rock, Arkansas 72201, serves as
the Master Portfolio's administrator pursuant to an Administration
Agreement with the Master Portfolio. Under the Administration
Agreement, Stephens provides general supervision of the operation of
the Master Portfolio and the Master Series, other than the
provision of investment advice, subject to the overall authority of
the Master Portfolio's Board of Trustees. The administrative services
provided to the Master Series also include coordination of the other
services provided to the Master Series, compilation of information for
reports to the Securities and Exchange Commission and state securities
commissions, preparation of proxy statements and interestholder
reports, and general supervision of data compilation in connection
with preparing periodic reports to the Master Portfolio's Board of
Trustees and officers. Stephens also furnishes office space and
certain facilities to conduct the Master Portfolio's business, and
compensates the Master Portfolio's Trustees, officers and employees
who are affiliated with Stephens. Stephens is not entitled to
compensation for providing administrative services to a Master Series
so long as Stephens receives fees for providing similar services to a
fund of another registered investment company that invests all of its
assets in the Master Series. Stephens also serves as placement agent
for each Master Series' shares.

Stephens is a full service broker/dealer and investment
advisory firm. Stephens and its predecessor have been providing
securities and investment services for more than 50 years,
including discretionary portfolio management services since
1983. Stephens currently manages investment portfolios for
pension and profit sharing plans, individual investors,
foundations, insurance companies and university endowments.

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CUSTODIAN AND TRANSFER AGENT. Wells Fargo Institutional Trust
Company, N.A., 45 Fremont Street, San Francisco, California
94105 ("WFITC"), is the Master Portfolio's Custodian. WFITC is
owned by WFNIA and Wells Fargo & Company. Wells Fargo Bank also
is the Master Portfolio's Transfer and Dividend Disbursing Agent
(the "Transfer Agent"). Wells Fargo Banks performs transfer
agency services at 525 Market Street, San Francisco, California
94105.

EXPENSES. All expenses incurred in the operation of the Master
Portfolio are borne by the Master Portfolio, except to the
extent specifically assumed by Wells Fargo Bank and Stephens.

An investor in the Growth and Value Master Series will
bear such Master Series' transaction costs incurred in buying
and selling securities and engaging in certain investment
techniques to effect a purchase or redemption (including through
an exchange from another Master Series) of the Growth and Value
Master Series' shares by the investor. These transaction costs
may include: (1) brokerage commissions; (2) market impact costs
(i.e., the increase in market prices which may result if the
Growth and Value Master Series purchases thinly traded stocks);
and (3) the effect of any "bid-ask" spread in the relevant
securities market.

Item 6. Capital Stock and Other Securities.

The Master Portfolio is organized as a trust under the
laws of the State of Delaware. Investors in the Master
Portfolio will each be liable for all obligations of the Master
Portfolio. However, the risk of an investor incurring financial
loss on account of such liability is limited to circumstances in
which both inadequate insurance existed and the Master Portfolio
itself was unable to meet its obligations.

To date, the Board of Trustees has authorized the
creation of fourteen separate series. All consideration
received by the Master Portfolio for shares of one of the series
and all assets in which such consideration is invested will
belong to that series (subject only to the rights of creditors
of the Master Portfolio) and will be subject to the liabilities
related thereto. The income attributable to, and the expenses
of, one series are treated separately from those of the other
series. The Master Portfolio has the ability to create, from
time to time, new series without shareholder approval.

MASTER SERIES SHARES ARE NOT DEPOSITS OR OBLIGATIONS
OF, OR GUARANTEED OR ENDORSED BY, ANY BANK, AND ARE NOT
FEDERALLY INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION,
THE FEDERAL RESERVE BOARD OR ANY OTHER AGENCY. MASTER SERIES
SHARES INVOLVE CERTAIN INVESTMENT RISKS, INCLUDING THE POSSIBLE
LOSS OF PRINCIPAL. EACH STRUCTURED MASTER SERIES' SHARE PRICE
AND INVESTMENT RETURN FLUCTUATE AND ARE NOT GUARANTEED.

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<PAGE> 15

of auditors. However, the holders of at least 10% of the shares
outstanding and entitled to vote may require the Master
Portfolio to hold a special meeting of shareholders for purposes
of removing a Trustee from office. Master Portfolio
shareholders may remove a Trustee by the affirmative vote of a
majority of the Master Portfolio's outstanding voting shares.
In addition, the Board of Trustees will call a meeting of
shareholders for the purpose of electing Trustees if, at any
time, less than a majority of the Trustees then holding office
have been elected by shareholders. Investments in a Master
Series may not be transferred, but an investor may withdraw all
or any portion of its investment at any time at net asset value.

Under the Master Portfolio's anticipated method of
operation as a partnership, each Master Series will not be
subject to any income tax. However, each investor in a Master
Series will be taxable on its share (as determined in accordance
with the governing instruments of the Master Portfolio) of such
Master Series' ordinary income and capital gain in determining
its income tax liability. The determination of such share will
be made in accordance with the Internal Revenue Code of 1986, as
amended (the "Code"), and regulations promulgated thereunder.

It is expected that each Master Series will be managed
so that each investment company that invests all of its assets
in a Master Series will qualify as a "regulated investment
company" under the Code.

As of June 19, 1995, the Asset Allocation Fund and U.S.
Treasury Allocation Fund of Stagecoach Inc., 111 Center Street,
Little Rock, Arkansas 72201, owned approximately 100% of the
voting securities of the Asset Allocation Master Series and
approximately 100% of the voting securities of the U.S.
Treasury Allocation Master Series, respectively, and
each Fund could be considered a controlling person of the
corresponding Master Series for purposes of the 1940 Act.

As of June 1, 1995, Stephens owned, beneficially and of
record, 100% of the outstanding interests in each of the other
Master Series and therefore could be considered to be a
controlling person of the Trust for purposes of the 1940
Act. Stephens, whose address is 111 Center Street, Little
Rock, Arkansas 72201, is an Arkansas corporation wholly owned
by Stephens Holding Company.

Item 7. Purchase of Securities.
- --------------------------------

Beneficial interests in the Master Series are issued
solely in private placement transactions which do not involve
any "public offering" within the meaning of Section 4(2) of the
1933 Act. Investments in the Master Series may be made only by
investment companies or certain other entities which are
"accredited investors" within the meaning of Regulation D under
the Securities Act of 1933, as amended. This registration
statement does not constitute an offer to sell, or the
solicitation of an offer to buy, any "security" within the
meaning of the Securities Act of 1933, as amended.

Shares of each Master Series are sold on a continuous
basis at the net asset value per share next determined after an
order in proper form is received by the Transfer Agent. Net
asset value per share for each Structured Master Series is
determined as of the close of trading on the floor of the New
York Stock Exchange (currently 4:00 p.m., New York time), on
each day the New York Stock Exchange is open for business (a
"Business Day"). Net asset value per share for the Money Market
Master Series is determined as of 12:00 noon (New York time) on
each Business Day. Net asset value per share is computed by
dividing the value of the Master Series' net assets (i.e., the
value of its assets less liabilities) by the total number of
shares of such Master Series outstanding. The Master Series'
investments are valued each Business Day generally by using
available market quotations or at fair value determined in good
faith by the Master Portfolio's Board of Trustees. For further
information regarding the methods employed in valuing each

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<PAGE> 16

Master Series' investments, see Item 19, "Purchase, Redemption
and Pricing of Securities," in Part B.

Item 8. Redemption or Repurchase.

An investor in the Master Portfolio may withdraw all or
any portion of its investment on any Business Day at the net
asset value next determined after a withdrawal request in proper
form is furnished by the investor to the Transfer Agent. When a
request is received in proper form, the Master Portfolio will
redeem the shares at the next determined net asset value.

The Master Portfolio will make payment for all shares
redeemed within three days after receipt by the Transfer Agent
of a redemption request in proper form, except as provided by
the rules of the Securities and Exchange Commission.
Investments in a Master Series may not be transferred.

The right of any investor to receive payment with
respect to any withdrawal may be suspended or the payment of the
withdrawal proceeds postponed during any period in which the
New York Stock Exchange is closed (other than weekends or
holidays) or trading on such Exchange is restricted, or, to the
extent otherwise permitted by the 1940 Act, if an emergency
exists.

Item 9. Pending Legal Proceedings.

Not applicable.

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<PAGE> 17

APPENDIX

PORTFOLIO SECURITIES.

To the extent set forth in this offering document, each
Master Series may invest in the securities described below.

U.S. GOVERNMENT OBLIGATIONS -- The Asset Allocation Master
Series and the U.S. Treasury Allocation Master Series may invest
in various types of U.S. Government obligations with remaining
maturities of up to one year. U.S. Government obligations
include securities issued or guaranteed as to principal and
interest by the U.S. Government and supported by the full faith
and credit of the U.S. Treasury. U.S. Treasury obligations
differ mainly in the length of their maturity. Treasury bills,
the most frequently issued marketable government securities,
have a maturity of up to one year and are issued on a discount
basis. U.S. Government obligations also include securities
issued or guaranteed by federal agencies or instrumentalities,
including government-sponsored enterprises. Some obligations of
such agencies or instrumentalities of the U.S. Government are
supported by the full faith and credit of the United States or
U.S. Treasury guarantees; others, by the right of the issuer or
guarantor to borrow from the U.S. Treasury; still others by the
discretionary authority of the U.S. Government to purchase
certain obligations of the agency or instrumentality; and
others, only by the credit of the agency or instrumentality
issuing the obligation. In the case of obligations not backed
by the full faith and credit of the United States, the investor
must look principally to the agency or instrumentality issuing
or guaranteeing the obligation for ultimate repayment, which
agency or instrumentality may be privately owned. There can be
no assurance that the U.S. Government would provide financial
support to its agencies or instrumentalities (including
government-sponsored enterprises) where it is not obligated to
do so. In addition, U.S. Government obligations are subject to
fluctuations in market value due to fluctuations in market
interest rates. As a general matter, the value of debt
instruments, including U.S. Government obligations, declines
when market interest rates increase and rises when market
interest rates decrease. Certain types of U.S. Government
obligations are subject to fluctuations in yield or value due to
their structure or contract terms.

ZERO COUPON AND STRIPPED SECURITIES -- Each Master Series (other
than the Asset Allocation Master Series and U.S. Treasury
Allocation Master Series) may invest in zero coupon U.S.
Treasury securities, which are Treasury Notes and Bonds that
have been stripped of their unmatured interest coupons, the
coupons themselves and receipts or certificates representing
interests in such stripped debt obligations and coupons. Each
Master Series also may invest in zero coupon securities issued
by corporations and financial institutions which constitute a
proportionate ownership of the issuer's pool of underlying U.S.
Treasury securities. A zero coupon security pays no interest to
its holder during its life and is sold at a discount to its face
value at maturity. The amount of the discount fluctuates with
the market price of the security. The market prices of zero

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coupon securities generally are more volatile than the market
prices of securities that pay interest periodically and are
likely to respond to a greater degree to changes in interest
rates than non-zero coupon securities having similar maturities
and credit qualities. Zero coupon securities are not considered
U.S. Government obligations for purposes of 1940 Act unless they
are part of the STRIPS (Separate Trading of Registered Interest
and Principal of Securities) program or other program which
provides for such securities to be held through the Federal
Reserve Bank's book-entry system.

FOREIGN GOVERNMENT OBLIGATIONS; SECURITIES OF SUPRANATIONAL
ENTITIES -- Each Master Series, through its investment in money
market instruments, may invest in obligations issued or
guaranteed by one or more foreign governments or any of their
political subdivisions, agencies or instrumentalities that are
determined by WFNIA to be of comparable quality to the other
obligations in which such Master Series may invest. Such
securities also include debt obligations of supranational
entities. Supranational entities include international
organizations designated or supported by governmental entities
to promote economic reconstruction or development and
international banking institutions and related government
agencies. Examples include the International Bank for
Reconstruction and Development (the World Bank), the European
Coal and Steel Community, the Asian Development Bank and the
InterAmerican Development Bank. The percentage of a Master
Series' assets invested in securities issued by foreign
governments will vary depending on the relative yields of such
securities, the economic and financial markets of the countries
in which the investments are made and the interest rate climate
of such countries.

BANK OBLIGATIONS -- Each Master Series may invest in bank
obligations, including certificates of deposit, time deposits,
bankers' acceptances and other short-term obligations of
domestic banks, foreign subsidiaries of domestic banks, foreign
branches of domestic banks, and domestic and foreign branches of
foreign banks, domestic savings and loan associations and other
banking institutions. With respect to such securities issued by
foreign branches of domestic banks, foreign subsidiaries of
domestic banks, and domestic and foreign branches of foreign
banks, a Master Series may be subject to additional investment
risks that are different in some respects from those incurred by
a fund which invests only in debt obligations of U.S. domestic
issuers. Such risks include possible future political and
economic developments, the possible imposition of foreign
withholding taxes on interest income payable on the securities,
the possible establishment of exchange controls or the adoption
of other foreign governmental restrictions which might adversely
affect the payment of principal and interest on these securities
and the possible seizure or nationalization of foreign deposits.

Certificates of deposit are negotiable certificates
evidencing the obligation of a bank to repay funds deposited
with it for a specified period of time.

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Time deposits are non-negotiable deposits maintained in
a banking institution for a specified period of time at a stated
interest rate. Time deposits which may be held by a Master
Series will not benefit from insurance from the Bank Insurance
Fund or the Savings Association Insurance Fund administered by
the Federal Deposit Insurance Corporation.

Bankers' acceptances are credit instruments evidencing
the obligation of a bank to pay a draft drawn on it by a
customer. These instruments reflect the obligation both of the
bank and of the drawer to pay the face amount of the instrument
upon maturity. The other short-term obligations may include
uninsured, direct obligations, bearing fixed, floating- or
variable-interest rates.

COMMERCIAL PAPER AND OTHER SHORT-TERM CORPORATE OBLIGATIONS --
Each Master Series may invest in commercial paper, which
consists of short-term, unsecured promissory notes issued to
finance short-term credit needs. The commercial paper purchased
by the Money Market Master Series will comply with Rule 2a-7 and
the commercial paper purchased by the Structured Master Series
will consist only of direct obligations which, at the time of
their purchase, are (a) rated not lower than Prime-1 by Moody's,
A-1 by S&P, F-1 by Fitch or Duff-1 by Duff, (b) issued by
companies having an outstanding unsecured debt issue currently
rated not lower than Aa3 by Moody's or AA- by S&P, Fitch or
Duff, or (c) if unrated, determined by WFNIA to be of comparable
quality to those rated obligations which may be purchased by
such Fund.

REPURCHASE AGREEMENTS -- Each Master Series may enter into
repurchase agreements, which involve the acquisition by a Master
Series of an underlying debt instrument, subject to the seller's
obligation to repurchase, and such Master Series' obligation to
resell, the instrument at a fixed price usually not more than
one week after its purchase. The Master Portfolio's custodian
or sub-custodian has custody of, and holds in a segregated
account, securities acquired as collateral by a Master Series
under a repurchase agreement. Repurchase agreements are
considered by the staff of the Securities and Exchange
Commission to be loans by the Master Series. In an attempt to
reduce the risk of incurring a loss on a repurchase agreement,
each Master Series enters into repurchase agreements only with
federally regulated or insured banks or primary government
securities dealers reporting to the Federal Reserve Bank of New
York or, under certain circumstances, banks with total assets in
excess of $5 billion or domestic broker/dealers with total
equity capital in excess of $100 million. The Master Series
enters into repurchase agreements only with respect to
securities of the type in which such Master Series may invest,
including government securities and mortgage-related securities,
regardless of their remaining maturities, and requires that
additional securities be deposited with the custodian or sub-
custodian if the value of the securities purchased should
decrease below resale price. WFNIA monitors on an ongoing basis
the value of the collateral to assure that it always equals or
exceeds the repurchase price. Certain costs may be incurred by
a Master Series in connection with the sale of the underlying

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securities if the seller does not repurchase them in accordance
with the repurchase agreement. In addition, if bankruptcy
proceedings are commenced with respect to the seller of the
securities, realization on the securities by a Master Series may
be delayed or limited. Each Master Series considers on an
ongoing basis the creditworthiness of the institutions with
which it enters into repurchase agreements.

UNREGISTERED NOTES -- Each Master Series may purchase unsecured
promissory notes ("Notes") which are not readily marketable and
have not been registered under the Securities Act of 1933, as
amended, provided such investments are consistent with such
Master Series' investment objective. The Notes purchased by the
Money Market Master Series must have remaining maturities of 13
months or less, must be deemed by the Master Portfolio's Board
of Trustees to present minimal credit risks and must meet the
quality criteria set forth under Item 4, "General Description of
Registrant -- Management Policies -- Money Market Master
Series." No Master Series will invest more than 15% (10% in the
case of the Money Market Master Series) of the value of its net
assets in Notes and in other illiquid securities.

FLOATING- AND VARIABLE-RATE OBLIGATIONS -- Each Master Series
may purchase floating- and variable-rate demand notes and bonds,
which are obligations ordinarily having stated maturities in
excess of thirteen months, but which permit the holder to demand
payment of principal at any time, or at specified intervals not
exceeding thirteen months, in each case with respect to the
Money Market Master Series upon not more than 30 days' notice.
Variable rate demand notes include master demand notes which are
obligations that permit a Master Series to invest fluctuating
amounts, which may change daily without penalty, pursuant to
direct arrangements between the Master Series, as lender, and
the borrower. The interest rates on these notes fluctuate from
time to time. The issuer of such obligations ordinarily has a
corresponding right, after a given period, to prepay in its
discretion the outstanding principal amount of the obligations
plus accrued interest upon a specified number of days' notice to
the holders of such obligations. The interest rate on a
floating-rate demand obligation is based on a known lending
rate, such as a bank's prime rate, and is adjusted automatically
each time such rate is adjusted. The interest rate on a
variable-rate demand obligation is adjusted automatically at
specified intervals. Frequently, such obligations are secured
by letters of credit or other credit support arrangements
provided by banks. Because these obligations are direct lending
arrangements between the lender and borrower, it is not
contemplated that such instruments generally will be traded, and
there generally is no established secondary market for these
obligations, although they are redeemable at face value.
Accordingly, where these obligations are not secured by letters
of credit or other credit support arrangements, the Master
Series' right to redeem is dependent on the ability of the
borrower to pay principal and interest on demand. Such
obligations frequently are not rated by credit rating agencies
and each Master Series may invest in obligations which are not
so rated only if WFNIA determines that at the time of investment
the obligations are of comparable quality to the other

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obligations in which such Master Series may invest. WFNIA, on
behalf of each Master Series, considers on an ongoing basis the
creditworthiness of the issuers of the floating- and variable-
rate demand obligations in such Master Series' portfolio. No
Master Series will invest more than 15% (10% in the case of the
Money Market Master Series) of the value of its net assets in
floating- or variable-rate demand obligations as to which it
cannot exercise the demand feature on not more than seven days'
notice if there is no secondary market available for these
obligations, and in other illiquid securities.

PARTICIPATION INTERESTS -- Each Master Series may purchase from
financial institutions participation interests in securities in
which such Master Series may invest. A participation interest
gives the Master Series an undivided interest in the security in
the proportion that the Master Series' participation interest
bears to the total principal amount of the security. These
instruments may have fixed, floating- or variable-rates of
interest, with in the case of the Money Market Master Series
remaining maturities of 13 months or less. If the participation
interest is unrated, or has been given a rating below that which
is permissible for purchase by the Master Series, the
participation interest is backed by an irrevocable letter of
credit or guarantee of a bank, or the payment obligation
otherwise will be collateralized by U.S. Government obligations,
or, in the case of unrated participation interests, WFNIA must
have determined that the instrument is of comparable quality to
those instruments in which such Master Series may invest. Prior
to a Master Series' purchase of any such instrument backed by a
letter of credit or guarantee of a bank, WFNIA evaluates the
creditworthiness of the bank, considering all factors which it
deems relevant, which generally may include review of the bank's
cash flow; level of short-term debt; leverage; capitalization;
the quality and depth of management; profitability; return on
assets; and economic factors relative to the banking industry.
For certain participation interests, the Master Series has the
right to demand payment, on not more than seven days' notice,
for all or any part of the Master Series' participation interest
in the security, plus accrued interest. As to these
instruments, each Master Series intends to exercise its right to
demand payment only upon a default under the terms of the
security, as needed to provide liquidity to meet redemptions, or
to maintain or improve the quality of its investment portfolio.

MORTGAGE-RELATED SECURITIES -- The Master Series may enter into
repurchase agreements with respect to mortgage-related
securities ("MBSs"), representing interests in a pool of loans
secured by mortgages. The resulting cash flow from these
mortgages is used to pay principal and interest on the
securities. MBSs are assembled for sale to investors by various
government-sponsored enterprises such as the Federal National
Mortgage Association ("FNMA") and the Federal Home Loan Mortgage
Corporation ("FHLMC") or are guaranteed by such governmental
agencies as the Government National Mortgage Association
("GNMA"). Regardless of the type of guarantee, all MBSs are
subject to interest rate risk (i.e., exposure to loss due to
changes in interest rates).

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GNMA MBSs include GNMA Mortgage Pass-Through
Certificates (also known as "Ginnie Maes") which are guaranteed
as to the full and timely payment of principal and interest by
GNMA and such guarantee is backed by the authority of GNMA to
borrow funds from the U.S. Treasury to make payments under its
guarantee. GNMA is a wholly-owned U.S. Government corporation
within the Department of Housing and Urban Development. As
such, GNMA obligations are general obligations of the United
States and are backed by the full faith and credit of the
federal government. MBSs issued by FNMA include FNMA Guaranteed
Mortgage Pass-Through Certificates (also known as "Fannie Maes")
which are solely the obligations of FNMA and are neither backed
by nor entitled to the full faith and credit of the United
States. FNMA is a government-sponsored enterprise which is also
a private corporation whose stock trades on the NYSE. Fannie
Maes are guaranteed as to timely payment of principal and
interest by FNMA. FHLMC MBSs include FHLMC Mortgage
Participation Certificates (also known as "Freddie Macs" or
"PCs"). FHLMC guarantees timely payment of interest, but only
ultimate payment of principal due under the obligations it
issues. Freddie Macs are not guaranteed by the United States or
by any Federal Home Loan Bank and do not constitute a debt or
obligation of the United States or of any Federal Home Loan
Bank. FHLMC may, under certain circumstances, remit the payment
of principal at any time after default, but in no event later
than one year after the guarantee becomes payable.

ILLIQUID SECURITIES -- Each Master Series may invest up to 15%
(10% with respect to the Money Market Master Series) of the
value of its net assets in securities as to which a liquid
trading market does not exist, provided such investments are
consistent with its investment objective. Such securities may
include securities that are not readily marketable, such as
certain securities that are subject to legal or contractual
restrictions on resale, participation interests that are not
subject to the demand feature described above, floating- and
variable-rate demand obligations as to which the Master Series
cannot exercise the related demand feature described above on
not more than seven days' notice and as to which there is no
secondary market and repurchase agreements providing for
settlement more than seven days after notice. However, if a
substantial market of qualified institutional buyers develops
pursuant to Rule 144A under the Securities Act of 1933, as
amended, for certain of these securities held by a Master
Series, such Master Series intends to treat such securities as
liquid securities in accordance with procedures approved by the
Master Portfolio's Board of Trustees. Because it is not
possible to predict with assurance how the market for restricted
securities pursuant to Rule 144A will develop, the Master
Portfolio's Board of Trustees has directed WFNIA to monitor
carefully each Master Series' investments in such securities
with particular regard to trading activity, availability of
reliable price information and other relevant information. To
the extent that qualified institutional buyers may periodically
cease purchasing such restricted securities pursuant to Rule
144A, a Master Series' investing in such securities may have the
effect of increasing the level of illiquidity in such Master
Series' portfolio during such period.

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INVESTMENT COMPANY SECURITIES -- Each Master Series may invest
in securities issued by other investment companies which
principally invest in securities of the type in which such
Master Series invests. Under the 1940 Act, a Master Series'
investment in such securities currently is limited to, subject
to certain exceptions, (i) 3% of the total voting stock of any
one investment company, (ii) 5% of such Master Series' net
assets with respect to any one investment company and (iii) 10%
of such Master Series' net assets in the aggregate. Investments
in the securities of other investment companies generally will
involve duplication of advisory fees and certain other expenses
and the investment adviser will waive its advisory fees for that
portion of the Master Series' assets so invested, except when
such purchase is part of a plan of merger, consolidation,
reorganization or acquisition.

INVESTMENT TECHNIQUES.

FUTURES TRANSACTIONS -- IN GENERAL -- (Structured Master Series)
None of the Structured Master Series will be a commodity pool.
To the extent permitted by applicable regulations, each
Structured Master Series is permitted to use futures as a
substitute for a comparable market position in the underlying
securities.

A futures contract is an agreement between two parties,
a buyer and a seller, to exchange a particular commodity at a
specific price on a specific date in the future. Futures
contracts are traded on exchanges, where the exchange serves as
the ultimate counterparty for all contracts. Consequently, the
only credit risk on futures contracts is the creditworthiness of
the exchange. Futures contracts are, however, subject to market
risk (i.e., exposure to adverse price changes).

Each of these Master Series' futures transactions must
constitute permissible transactions pursuant to regulations
promulgated by the Commodity Futures Trading Commission
("CFTC"). In addition, a Master Series may not engage in
futures transactions if the sum of the amount of initial margin
deposits and premiums paid for unexpired options on futures
contracts, other than for bona fide hedging transactions, would
exceed 5% of the liquidation value of the Master Series' assets,
after taking into account unrealized profits and unrealized
losses on such contracts it has entered into; provided, however,
that in the case of an option that is in-the-money at the time
of purchase, the in-the-money amount may be excluded in
calculating the 5%. Pursuant to regulations and/or published
positions of the Securities and Exchange Commission, a Master
Series may be required to segregate cash or high quality money
market instruments in connection with its futures transactions
in an amount generally equal to the entire value of the
underlying security.

Initially, when purchasing or selling futures contracts
a Structured Master Series will be required to deposit with the
Master Portfolio's custodian in the broker's name an amount of
cash or cash equivalents up to approximately 10% of the contract
amount. This amount is subject to change by the exchange or

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board of trade on which the contract is traded and members of
such exchange or board of trade may impose their own higher
requirements. This amount is known as "initial margin" and is
in the nature of a performance bond or good faith deposit on the
contract which is returned to the Master Series upon termination
of the futures position, assuming all contractual obligations
have been satisfied. Subsequent payments, known as "variation
margin," to and from the broker will be made daily as the price
of the index or securities underlying the futures contract
fluctuates, making the long and short positions in the futures
contract more or less valuable, a process known as "marking-to-
market." At any time prior to the expiration of a futures
contract, the Master Series may elect to close the position by
taking an opposite position, at the then prevailing price, which
will operate to terminate its existing position in the contract.

Although each of these Master Series intends to
purchase or sell futures contracts only if there is an active
market for such contracts, no assurance can be given that a
liquid market will exist for any particular contract at any
particular time. Many futures exchanges and boards of trade
limit the amount of fluctuation permitted in futures contract
prices during a single trading day. Once the daily limit has
been reached in a particular contract, no trades may be made
that day at a price beyond that limit or trading may be
suspended for specified periods during the trading day. Futures
contract prices could move to the limit for several consecutive
trading days with little or no trading, thereby preventing
prompt liquidation of futures positions and potentially
subjecting the relevant Master Series to substantial losses. If
it is not possible, or the Master Series determines not, to
close a futures position in anticipation of adverse price
movements, it will be required to make daily cash payments of
variation margin.

An option on a futures contract gives the purchaser the
right, in return for the premium paid, to assume a position in a
futures contract (a long position if the option is a call and a
short position if the option is a put) at a specified exercise
price at any time during the option exercise period. The writer
(i.e., seller) of the option is required upon exercise to assume
an offsetting futures position (a short position if the option
is a call and a long position if the option is a put). Upon
exercise of the option, the assumption of offsetting futures
positions by the writer and holder of the option will be
accompanied by delivery of the accumulated cash balance in the
writer's futures margin account which represents the amount by
which the market price of the futures contract, at exercise,
exceeds, in the case of a call, or is less than, in the case of
a put, the exercise price of the option on the futures contract.

STOCK INDEX FUTURES AND OPTIONS ON STOCK INDEX FUTURES -- (Asset
Allocation Master Series and Growth and Value Master Series)
Each of these Master Series may purchase and sell stock index
futures contracts and options on stock index futures contracts.

A stock index future obligates the seller to deliver
(and the purchaser to take), effectively, an amount of cash

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<PAGE> 25

equal to a specific dollar amount times the difference between
the value of a specific stock index at the close of the last
trading day of the contract and the price at which the agreement
is made. No physical delivery of the underlying stocks in the
index is made. With respect to stock indexes that are permitted
investments, each of these Master Series intends to purchase and
sell futures contracts on the stock index for which it can
obtain the best price with consideration also given to
liquidity.

INTEREST RATE FUTURES CONTRACTS AND OPTIONS ON INTEREST RATE
FUTURES CONTRACTS -- (Allocation Master Series) Each Allocation
Master Series may invest in interest rate futures contracts and
options on interest rate futures contracts as a substitute for a
comparable market position in the underlying securities.

Each Allocation Master Series also may sell options on
interest rate futures contracts as part of closing purchase
transactions to terminate its options positions. No assurance
can be given that such closing transactions can be effected or
the degree of correlation between price movements in the options
on interest rate futures and price movements in the Master
Series' portfolio securities which are the subject of the
transaction.

INTEREST RATE AND INDEX SWAPS -- (Structured Master Series) Each
Allocation Master Series may enter into interest rate swaps and
the Asset Allocation Master Series and Growth and Value Master
Series also may enter into index swaps in pursuit of their
respective investment objective. Interest rate swaps involve
the exchange by a Master Series with another party of their
respective commitments to pay or receive interest (for example,
an exchange of floating-rate payments for fixed-rate payments).
Index swaps involve the exchange by the Master Series with
another party of cash flows based upon the performance of an
index or a portion of an index which usually include dividends
or income. In each case, the exchange commitments can involve
payments to be made in the same currency or in different
currencies.

Each Master Series usually will enter into swaps on a
net basis. In so doing, the two payment streams are netted out,
with the Master Series receiving or paying, as the case may be,
only the net amount of the two payments. If a Structured Master
Series enters into a swap, it would maintain a segregated
account on a gross basis unless the contract provided otherwise.
If there is a default by the other party to such a transaction,
the Structured Master Series will have contractual remedies
pursuant to the agreements related to the transaction.

The use of interest rate and index swaps is a highly
specialized activity which involves investment techniques and
risks different from those associated with ordinary portfolio
security transactions. There is no limit, except as provided
below, on the amount of swap transactions that may be entered
into by a Structured Master Series. These transactions
generally do not involve the delivery of securities or other
underlying assets or principal. Accordingly, the risk of loss

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<PAGE> 26

with respect to swaps generally is limited to the net amount of
payments that a Structured Master Series is contractually
obligated to make. If the other party to a swap defaults, the
relevant Structured Master Series' risk of loss consists of the
net amount of payments that such Master Series contractually is
entitled to receive. No Structured Master Series will invest
more than 15% of the value of its net assets in swaps that are
illiquid, and in other illiquid securities.

SHORT-SELLING -- Growth and Value Master Series only) The
Growth and Value Master Series may make short sales "against the
box," a transaction in which the Master Series enters into a
short sale of a security which it owns. The proceeds of the
short sale will be held by a broker until the settlement date at
which time the Master Series delivers the security to close the
short position. The Master Series receives the net proceeds
from the short sale. At no time will the Master Series have
more than 15% of the value of its net assets in deposits on
short sales against the box. The value of any one issuer in
which the Growth and Value Master Series is short will not
exceed the lesser of 2% of the value of the Master Series' net
assets or 2% of the securities of any class of any issuer. It
currently is anticipated that the Master Series will make short
sales against the box for purposes of protecting the value of
its net assets.

LENDING PORTFOLIO SECURITIES -- (All Master Series) From time to
time, each Master Series may lend securities from its portfolio
to brokers, dealers and other financial institutions needing to
borrow securities to complete certain transactions. Such loans
may not exceed 33-1/3% of the value of the relevant Master
Series' total assets. In connection with such loans, each
Master Series will receive collateral consisting of cash, U.S.
Government securities or irrevocable letters of credit which
will be maintained at all times in an amount equal to at least
100% of the current market value of the loaned securities. Each
Master Series can increase its income through the investment of
such collateral. Each Master Series continues to be entitled to
payments in amounts equal to the dividends, interest and other
distributions payable on the loaned security and receives
interest on the amount of the loan. Such loans will be
terminable at any time upon specified notice. A Master Series
might experience risk of loss if the institution with which it
has engaged in a portfolio loan transaction breaches its
agreement with such Master Series.

FORWARD COMMITMENTS -- (All Master Series) Each Master Series
may purchase securities on a when-issued or forward commitment
basis, which means that the price is fixed at the time of
commitment, but delivery and payment ordinarily take place a
number of days after the date of the commitment to purchase. A
Master Series will make commitments to purchase such securities
only with the intention of actually acquiring the securities,
but the Master Series may sell these securities before the
settlement date if it is deemed advisable. The Master Series
will not accrue income in respect of a security purchased on a
forward commitment basis prior to its stated delivery date.

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<PAGE> 27

Securities purchased on a when-issued or forward
commitment basis and certain other securities held in the Master
Series' portfolio are subject to changes in value (both
generally changing in the same way, i.e., appreciating when
interest rates decline and depreciating when interest rates
rise) based upon the public's perception of the creditworthiness
of the issuer and changes, real or anticipated, in the level of
interest rates. Securities purchased on a when-issued or
forward commitment basis may expose the relevant Master Series
to risk because they may experience such fluctuations prior to
their actual delivery. Purchasing securities on a when-issued
or forward commitment basis can involve the additional risk that
the yield available in the market when the delivery takes place
actually may be higher than that obtained in the transaction
itself. A segregated account of each Master Series consisting
of cash or U.S. Government securities or other high quality
liquid debt securities at least equal at all times to the amount
of the when-issued or forward commitments will be established
and maintained at the Master Portfolio's custodian bank.
Purchasing securities on a forward commitment basis when a
Master Series is fully or almost fully invested may result in
greater potential fluctuation in the value of such Master
Series' net assets and its net asset value per share.

BORROWING MONEY -- (All Master Series) As a fundamental policy,
the Short-Term Allocation Master Series, Growth and Value Master
Series and Money Market Series are permitted to borrow to the
extent permitted under the 1940 Act. However, each such Master
Series currently intends to borrow money only for temporary or
emergency (not leveraging) purposes, in an amount up to 33-1/3%
of the value of its total assets (including the amount borrowed)
valued at the lesser of cost or market, less liabilities (not
including the amount borrowed) at the time the borrowing is
made. While borrowings exceed 5% of such Master Series' total
assets, such Master Series will not make any investments. The
Asset Allocation Master Series and the U.S. Treasury Allocation
Master Series may borrow up to 20% of the current value of its
net assets for temporary purposes only in order to meet
redemptions, and these borrowings may be secured by the pledge
of up to 20% of the current value of its net assets (but
investments may not be purchased while any such outstanding
borrowing in excess of 5% of its net assets exists).

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<PAGE> 28
MASTER INVESTMENT PORTFOLIO
INDEX MASTER SERIES

SMALL/MEDIUM STOCK INDEX MASTER SERIES
INTERNATIONAL STOCK INDEX MASTER SERIES
S&P 500 INDEX MASTER SERIES
BOND INDEX MASTER SERIES

MONEY MARKET MASTER SERIES

PART A

June 28, 1995

Responses to Items 1 through 3 have been omitted pursuant to
paragraph 4 of Instruction F of the General Instructions to
Form N-1A.

Item 4. General Description of Registrant.

GENERAL. Master Investment Portfolio (the "Master Portfolio")
is an open-end, management investment company, organized on
October 21, 1993 as a business trust under the laws of the State
of Delaware. The Master Portfolio is a "series fund," which is
a mutual fund divided into separate portfolios. By this
offering document, the Master Portfolio is offering five
diversified portfolios (each, a "Master Series") -- four index
funds (the "Index Master Series") and a money market fund (the
"Money Market Master Series"). Currently, only the S&P 500
Index Master Series and Bond Index Master Series have commenced
operations. Each Master Series is treated as a separate entity
for certain matters under the Investment Company Act of 1940, as
amended (the "1940 Act"), and for other purposes and a
shareholder of one Master Series is not deemed to be a
shareholder of any other Master Series. As described below, for
certain matters Master Portfolio shareholders vote together as a
group; as to others they vote separately by Master Series. The
Master Portfolio has established nine other series which will be
offered pursuant to other offering documents. From time to
time, other series may be established and sold pursuant to other
offering documents.

Wells Fargo Bank, N.A. ("Wells Fargo Bank") serves as each
Master Series' investment adviser. Wells Fargo Nikko Investment
Advisors ("WFNIA") serves as each Master Series' sub-investment
adviser.

<PAGE> 29
INVESTMENT OBJECTIVES.

- The SMALL/MEDIUM STOCK INDEX MASTER SERIES seeks to
provide investment results that correspond to the total return
performance of predominantly medium- and small-capitalization
common stocks in the aggregate, as represented by the Wilshire
4500 Index.

- The INTERNATIONAL STOCK INDEX MASTER SERIES seeks to
provide investment results that correspond to the net dividend,
total return performance of equity securities of international
issuers in the aggregate, as represented by the Morgan Stanley
Capital International Europe, Australia, Far East (Free) Index.

- The S&P 500 INDEX MASTER SERIES seeks to provide
investment results that correspond to the total return
performance of publicly traded common stocks in the aggregate,
as represented by the Standard & Poor's 500 Stock Index.

- The BOND INDEX MASTER SERIES seeks to provide
investment results that correspond to the total return
performance of fixed-income securities in the aggregate, as
represented by the Lehman Brothers Government/Corporate Bond
Index.

- The MONEY MARKET MASTER SERIES seeks to maximize
current income to the extent consistent with the preservation of
capital and the maintenance of liquidity. This Master Series
will invest in short-term money market instruments and will seek
to maintain a stable net asset value of $1.00 per share. AN
INVESTMENT IN THE MONEY MARKET MASTER SERIES IS NEITHER INSURED
NOR GUARANTEED BY THE U.S. GOVERNMENT. THERE CAN BE NO
ASSURANCE THAT THE MONEY MARKET MASTER SERIES WILL BE ABLE TO
MAINTAIN A STABLE NET ASSET VALUE OF $1.00 PER SHARE.

MANAGEMENT POLICIES.

INDEX MASTER SERIES -- Each of the Small/Medium Stock Index
Master Series, International Stock Index Master Series, S&P 500
Index Master Series and Bond Index Master Series (the "Index
Master Series") seeks to replicate the investment results of its
respective Index, as set forth below:

- The SMALL/MEDIUM STOCK INDEX MASTER SERIES seeks
to replicate the total return performance of the Wilshire
4500 Index, which is composed of common stocks of
approximately 5,000 predominantly medium- and small-
capitalization companies that are not included in the

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<PAGE> 30
Standard & Poor's 500 Stock Index(1) (the "S&P 500 Index").
The Small/Medium Stock Index Master Series will invest in a
sample of these stocks and expects, ordinarily, to invest in
approximately 500 to 3,000 of these stocks. Stocks will be
selected for investment by the Small/Medium Stock Index
Master Series based primarily on market capitalization and
industry weightings, as described below.

- The INTERNATIONAL STOCK INDEX MASTER SERIES seeks
to replicate the net dividend, total return performance of
the Morgan Stanley Capital International Europe, Australia,
Far East (Free) Index ("EAFE Index"), a broadly diversified
international index composed of the equity securities of
approximately 1,000 companies located outside the United
States. The weightings of stocks in the EAFE Index are
based on each stock's relative total market capitalization;
that is, its market price per share times the number of
shares outstanding. Because of this weighting, as of
November 30, 1993, 41% of the EAFE Index was composed of
equity securities of Japanese issuers. The International
Stock Index Master Series may invest in a sample of these
stocks based primarily on market capitalization and industry
weightings, as described below. The International Stock
Index Master Series may enter into foreign currency forward
and foreign currency futures contracts to maintain the
approximate currency exposure of the EAFE Index. See
"Appendix -- Investment Techniques."

- The S&P 500 INDEX MASTER SERIES seeks to replicate
the total return performance of the S&P 500 Index, which is
composed of 500 selected common stocks, most of which are
listed on the New York Stock Exchange. The weightings of
stocks in the S&P 500 Index are based on each stock's
relative total market capitalization; that is, its market
price per share times the number of shares outstanding. The
percentage of the S&P 500 Index Master Series' assets
invested in a given stock is approximately the same as the
percentage such stock represents in the S&P 500 Index.

- The BOND INDEX MASTER SERIES seeks to replicate
the total return performance of the Lehman Brothers
Government/Corporate Bond Index, which is composed of
approximately 5,000 fixed-income securities, including U.S.
Government securities and investment grade corporate bonds,
each with an outstanding market value of at least
$25 million and remaining maturity of greater than one year.
The Bond Index Master Series invests in a sample of these
____________________

(1) S&P does not sponsor the Master Series, nor is it
affiliated in any way with Wells Fargo, WFNIA or the
Master Series. "Standard & Poor's(R)," "S&P(R)," "S&P 500(R),"
and "Standard & Poor's 500(R)" are trademarks of McGraw-
Hill, Inc. The Master Series is not sponsored,
endorsed, sold, or promoted by S&P and S&P makes no
representation or warranty, express or implied,
regarding the advisability of investing in the Master
Series.

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<PAGE> 31
securities. It invests at least 65% of its total assets in
bonds and debentures. Securities are selected for
investment by the Bond Index Master Series in accordance
with their relative proportion of the Lehman Brothers
Government/Corporate Bond Index as well as based on credit
quality, issuer sector, maturity structure, coupon rates and
callability, among other factors, as described below.

No attempt is made to manage the portfolio of any Index
Master Series using economic, financial and market analysis.
Each Index Master Series is managed by determining which
securities are to be purchased or sold to replicate, to the
extent feasible, the investment characteristics of its
respective benchmark Index. Under normal market conditions, at
least 90% of the value of an Index Master Series' total assets
is invested in securities comprising such Master Series' Index.
Each Index Master Series attempts to achieve, in both rising and
falling markets, a correlation of at least 95% between the total
return of its net assets before expenses and the total return of
such Index Master Series' benchmark Index. Perfect (100%)
correlation would be achieved if the total return of an Index
Master Series' net assets increased or decreased exactly as the
total return of such Index Master Series' benchmark Index
increased or decreased. An Index Master Series' ability to
match its investment performance to the investment performance
of its respective benchmark Index may be affected by: Master
Series expenses; the amount of cash and cash equivalents held in
the Master Series' portfolio; the manner in which the total
return of the Master Series' benchmark Index is calculated; the
size of the Master Series' portfolio; and the timing, frequency
and size of shareholder purchases and redemptions. Each Index
Master Series uses cash flows from shareholder purchase and
redemption activity to maintain, to the extent feasible, the
similarity of its portfolio to the securities comprising such
Index Master Series' benchmark Index. WFNIA regularly monitors
each Index Master Series' correlation to its respective
benchmark Index and adjusts the portfolio of an Index Master
Series to the extent necessary to enable such Master Series to
achieve a correlation of at least 95% with its respective Index.
Inclusion of a security in an Index in no way implies an opinion
by the sponsor of the Index as to its attractiveness as an
investment. In the future, subject to the approval of the
relevant Index Master Series' shareholders, one or more indices
for an Index Master Series may be selected if such standard of
comparison is deemed to be more representative of the
performance of the securities such Index Master Series seeks to
replicate. None of the Index Master Series is sponsored,
endorsed, sold or promoted by the sponsor of its respective
Index.

The Small/Medium Stock Index Master Series and Bond
Index Master Series will not, and the International Stock Index
Master Series may not, hold all of the issues that comprise
their respective Index because of the costs involved and the
illiquidity of certain of the securities which comprise such
Index. Instead, each of these Index Master Series attempts to
hold a representative sample of the securities in its respective
Index so that, in the aggregate, the investment characteristics

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<PAGE> 32
of each Index Master Series' portfolio resemble those of its
respective Index. The Small/Medium Stock Index Master Series,
International Stock Index Master Series and Bond Index Master
Series each uses a statistical process known as "sampling" to
construct their respective portfolios. This process is used
with respect to the Small/Medium Stock Index Master Series and
International Stock Index Master Series to select stocks so that
the market capitalizations, industry weightings, dividend yield,
beta and, with respect to the International Stock Index Master
Series only, country weightings closely approximate those of the
relevant Index. This process is used with respect to the Bond
Index Master Series initially to select issues to represent
entire "classes" or types of fixed-income securities in the
Index. At the broadest level, the Bond Index Master Series
seeks to hold securities reflecting the two major classes of
fixed-income securities in the Lehman Brothers
Government/Corporate Bond Index -- U.S. Government securities
and investment grade corporate debt securities. Such classes
are delineated further according to credit quality, issuer
sector, term to maturity, coupon rates and callability. The
sampling techniques utilized by these Index Master Series are
expected to be an effective means of substantially duplicating
the investment performance of the respective Index; however,
none of these Index Master Series is expected to track its
benchmark Index with the same degree of accuracy that complete
replication of such Index would have provided. Over time, the
portfolio composition of these Index Master Series may be
altered (or "rebalanced") to reflect changes in the
characteristics of the respective Index.

In seeking to replicate the performance of its
respective Index, each Index Master Series also may engage in
futures and options transactions and other derivative securities
transactions and lend its portfolio securities, each of which
involves risk. See "Risk Factors" below, and "Appendix --
Investment Techniques." Each Index Master Series attempts to be
fully invested at all times in securities comprising such Master
Series' Index and in futures and options. When an Index Master
Series has uninvested cash, it may invest in money market
instruments of the type in which the Money Market Master Series
invests, as described below.

MONEY MARKET MASTER SERIES. The Money Market Master
Series is a diversified portfolio that will invest in U.S.
dollar denominated short-term money market instruments,
including securities issued or guaranteed by the U.S.
Government, its agencies or instrumentalities, time deposits,
certificates of deposit, bankers' acceptances and other short-
term obligations issued by domestic banks, foreign branches of
domestic banks, foreign subsidiaries of domestic banks, and
domestic and foreign branches of foreign banks, repurchase
agreements, and high quality domestic and foreign commercial
paper, unregistered notes and other short-term corporate
obligations, including those with floating and variable rates of
interest, issued by domestic and foreign corporations. The
Money Market Master Series will invest in U.S. dollar
denominated obligations issued or guaranteed by one or more
foreign governments or any of their political subdivisions,

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<PAGE> 33
agencies or instrumentalities, including obligations of
supranational entities. See "Appendix -- Portfolio Securities."
The Money Market Master Series also may lend securities from its
portfolio. See "Appendix -- Investment Techniques." During
normal market conditions, at least 25% of the Money Market
Master Series' total assets will be invested in bank
obligations. See "Risk Factors -- Bank Securities" below.

In addition, the Money Market Master Series will not
invest more than 5% of its total assets in the securities
(including the securities collateralizing a repurchase
agreement) of, or subject to puts issued by, a single issuer,
except that (i) the Money Market Master Series may invest more
than 5% of its total assets in a single issuer for a period of
up to three business days in certain limited circumstances,
(ii) the Money Market Master Series may invest in obligations
issued or guaranteed by the U.S. Government without any such
limitation, and (iii) the limitation with respect to puts does
not apply to unconditional puts if no more than 10% of the Money
Market Master Series' total assets is invested in securities
issued or guaranteed by the issuer of the unconditional put.
Investments in rated securities not rated in the highest
category by at least two rating organizations (or one rating
organization if the instrument was rated by only one such
organization), and unrated securities not determined by the
Master Portfolio's Board of Trustees to be comparable to those
rated in the highest category, will be limited to 5% of the
Money Market Master Series' total assets, with the investment in
any one such issuer being limited to no more than the greater of
1% of the Money Market Master Series' total assets or
$1,000,000. As to each security, these percentages are measured
at the time the Money Market Master Series purchases the
security.

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<PAGE> 34
For further information regarding the amortized cost
method of valuing securities, see Item 19, "Purchase, Redemption
and Pricing of Securities," in Part B. An investment in the
Money Market Master Series is neither insured nor guaranteed by
the U.S. Government. There can be no assurance that the Money
Market Master Series will be able to maintain a stable net asset
value of $1.00 per share.

CERTAIN FUNDAMENTAL POLICIES. Each Master Series may (i) borrow
money to the extent permitted under the 1940 Act, except that
the Bond Index Master Series may borrow from banks up to 10% of
the current value of its net assets for temporary purposes only
in order to meet redemptions, and except that the S&P 500 Stock
Master Series may borrow up to 20% of the current value of its
net assets for temporary purposes only in order to meet
redemptions. For purposes of this investment restriction, a
Master Series' entry into options, forward contracts, futures
contracts, including those relating to indexes, and options on
futures contracts or indexes shall not constitute borrowing to
the extent certain segregated accounts are established and
maintained by the Master Series; (ii) invest up to 5% of its
total assets in the obligations of any single issuer, except
that up to 25% of the value of the total assets of such Master
Series may be invested (subject, in the case of the Money Market
Master Series, to the provisions of Rule 2a-7), and obligations
issued or guaranteed by the U.S. Government, its agencies or
instrumentalities may be purchased, without regard to any such
limitation; and (iii) invest up to 25% of the value of its total
assets in the securities of issuers in a particular industry or
group of closely related industries, subject to certain
exceptions specified in Part B, including that there is no
limitation on the purchase of obligations issued or guaranteed
by the U.S. Government, its agencies or instrumentalities, and
that, under normal market conditions, the Money Market Master
Series will invest at least 25% of its total assets in
obligations issued by banks. This paragraph describes
fundamental policies that cannot be changed as to a Master
Series without approval by the holders of a majority (as defined
in the 1940 Act) of such Master Series' outstanding voting
securities. See Item 13, "Investment Objectives and Management
Policies -- Investment Restrictions," in Part B.

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<PAGE> 35
agreements providing for settlement in more than seven days
after notice and in other illiquid securities. See Item 13,
"Investment Objectives and Management Policies -- Investment
Restrictions," in Part B.

RISK FACTORS.

GENERAL -- The net asset value per share of each Index Master
Series is not fixed and should be expected to fluctuate.

INVESTMENT TECHNIQUES -- (Index Master Series) Each Index Master
Series may engage in various investment techniques the use of
which involves risk. See "Appendix--Investment Techniques."
Using these techniques may affect the degree to which an Index
Master Series' net asset value fluctuates.

EQUITY SECURITIES -- (Small/Medium Stock Index, International
Stock Index and S&P 500 Index Master Series) Investors should be
aware that equity securities fluctuate in value, often based on
factors unrelated to the value of the issuer of the securities,
and that fluctuations can be pronounced. Changes in the value
of such a Master Series' portfolio securities will result in
changes in the value of such Master Series' shares and thus the
Master Series' yield and total return to investors.

The securities of the smaller companies in which the
Small/Medium Stock Index Master Series may invest may be subject
to more abrupt or erratic market movements than larger, more-
established companies, both because the securities typically are
traded in lower volume and because the issuers typically are
subject to a greater degree to changes in earnings and
prospects.

FIXED-INCOME SECURITIES -- (Bond Index Master Series) Investors
should be aware that even though interest-bearing securities are
investments which promise a stable stream of income, the prices
of such securities are inversely affected by changes in interest
rates and, therefore, are subject to the risk of market price
fluctuations. Long-term securities are affected to a greater
extent by interest rates than shorter-term securities. The
values of fixed-income securities also may be affected by
changes in the credit rating or financial condition of the
issuing entities. Certain securities that may be purchased by
the Bond Index Master Series, such as those rated "Baa" by
Moody's and "BBB" by S&P, Fitch and Duff, may be subject to such
risk with respect to the issuing entity and to greater market
fluctuations than certain lower yielding, higher rated fixed-
income securities. Securities which are rated "Baa" by Moody's
are considered medium grade obligations; they are neither highly
protected nor poorly secured, and are considered by Moody's to
have speculative characteristics. Securities rated "BBB" by S&P
are regarded as having adequate capacity to pay interest and
repay principal, and while such debt securities ordinarily
exhibit adequate protection parameters, adverse economic
conditions or changing circumstances are more likely to lead to
a weakened capacity to pay interest and repay principal for
securities in this category than in higher rated categories.
Securities rated "BBB" by Fitch are considered investment grade

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<PAGE> 36
and of satisfactory credit quality; however, adverse changes in
economic conditions and circumstances are more likely to have an
adverse impact on these securities and, therefore, impair timely
payment. Securities rated "BBB" by Duff have below average
protection factors but nonetheless are considered sufficient for
prudent investment. If a security included in the Lehman
Brothers Government/Corporate Bond Index is downgraded to a
rating below investment grade, such security will be deleted
from the Index at the end of the calendar month in which the
downgrading occurred and, accordingly, will be sold by the Bond
Index Master Series at that time or shortly thereafter. See
"Appendix -- Portfolio Securities -- Ratings" and "Appendix" in
Part B.

FOREIGN SECURITIES -- (All Master Series) Foreign securities
markets generally are not as developed or efficient as those in
the United States. Securities of some foreign issuers are less
liquid and more volatile than securities of comparable U.S.
issuers. Similarly, volume and liquidity in most foreign
securities markets are less than in the United States and, at
times, volatility of price can be greater than in the United
States. In addition, there may be less publicly available
information about a non-U.S. issuer, and non-U.S. issuers
generally are not subject to uniform accounting and financial
reporting standards, practices and requirements comparable to
those applicable to U.S. issuers. See "Appendix -- Portfolio
Securities -- Bank Obligations."

Because evidences of ownership of such securities
usually are held outside the United States, each Master Series
may be subject to additional risks which include possible
adverse political and economic developments, possible seizure or
nationalization of foreign deposits and possible adoption of
governmental restrictions which might adversely affect the
payment of principal and interest on the foreign securities or
might restrict the payment of principal and interest to
investors located outside the country of the issuers, whether
from currency blockage or otherwise. Custodial expenses for a
portfolio of non-U.S. securities generally are higher than for a
portfolio of U.S. securities.

Since foreign securities often are purchased by an
Index Master Series with and payable in currencies of foreign
countries, the value of these assets as measured in U.S. dollars
may be affected favorably or unfavorably by changes in currency
rates and exchange control regulations. Some currency exchange
costs generally will be incurred when an Index Master Series
changes investments from one country to another.

Furthermore, some of these securities may be subject to
brokerage or stamp taxes levied by foreign governments, which
have the effect of increasing the cost of such investment and
reducing the realized gain or increasing the realized loss on
such securities at the time of sale. Income received by a
Master Series from sources within foreign countries may be
reduced by withholding and other taxes imposed by such
countries. Tax conventions between certain countries and the
United States, however, may reduce or eliminate such taxes. All

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such taxes paid by a Master Series will reduce its net income
available for distribution to its shareholders.

FOREIGN CURRENCY EXCHANGE -- (International Stock Index Master
Series) Currency exchange rates may fluctuate significantly over
short periods of time. They generally are determined by the
forces of supply and demand in the foreign exchange markets and
the relative merits of investments in different countries,
actual or perceived changes in interest rates and other complex
factors, as seen from an international perspective. Currency
exchange rates also can be affected unpredictably by
intervention by U.S. or foreign governments or central banks, or
the failure to intervene, or by currency controls or political
developments in the United States or abroad. The International
Stock Index Master Series intends to engage in foreign currency
transactions to maintain the same currency exposure as the EAFE
Index, but not as part of a defensive strategy to protect
against fluctuations in exchange rates.

The foreign currency market offers less protection
against defaults in the forward trading of currencies than is
available when trading in currencies occurs on an exchange.
Since a forward currency contract is not guaranteed by an
exchange or clearinghouse, a default on the contract would
deprive the International Stock Index Master Series of
unrealized profits or force such Master Series to cover its
commitments for purchase or resale, if any, at the current
market price.

FOREIGN FUTURES TRANSACTIONS -- (International Stock Index
Master Series) Unlike trading on domestic futures exchanges,
trading on foreign futures exchanges is not regulated by the
Commodity Futures Trading Commission (the "CFTC") and generally
is subject to greater risks than trading on domestic exchanges.
For example, some foreign exchanges are principal markets so
that no common clearing facility exists and an investor may look
only to the broker for performance of the contract. WFNIA,
however, will consider on an ongoing basis the creditworthiness
of such counterparties. In addition, any profits that the
International Stock Index Master Series might realize in trading
could be eliminated by adverse changes in the exchange rate, or
such Master Series could incur losses as a result of those
changes. Transactions on foreign exchanges may include both
futures contracts which are traded on domestic exchanges and
those which are not.

10
<PAGE> 38
to the effects of the concentration of loan portfolios in
leveraged transactions and in particular businesses, and
competition within the banking industry as well as with other
types of financial institutions. The Money Market Master
Series, however, will seek to minimize its exposure to such
risks by investing only in debt securities which are determined
by WFNIA to be of high quality pursuant to procedures
established by the Master Portfolio's Board of Trustees.

ZERO COUPON SECURITIES -- (Small/Medium Stock Index Master
Series, International Stock Index Master Series and Money Market
Master Series) Federal income tax law requires the holder of a
zero coupon security to accrue income with respect to such
security prior to the receipt of cash payments. As a result, a
Master Series may be required to distribute such income accrued
with respect to these securities and may have to dispose of
portfolio securities under disadvantageous circumstances in
order to generate cash to satisfy these distribution
requirements.

OTHER INVESTMENT CONSIDERATIONS -- (INDEX MASTER SERIES) IT IS
anticipated that each Index Master Series initially may not have
sufficient assets to implement fully its investment strategy.
WFNIA believes that the Small/Medium Stock Index Master Series
and International Stock Index Master Series will require at
least $10 million and $50 million, respectively, in total assets
to invest fully according to such Index Master Series'
investment strategy. As to each such Index Master Series, until
the respective level of total assets is reached, such Master
Series may invest primarily in U.S. Government obligations.
While so invested, such Master Series' return may be lower than
if its investment strategy was fully implemented, and the Master
Series' ability to achieve its investment objective would be
impaired.

Indexing strategies are employed by Wells Fargo Bank or
WFNIA for other investment companies and accounts advised or
sub-advised by Wells Fargo Bank or WFNIA. If these strategies
indicate particular securities should be purchased or sold, at
the same time, by the Master Series and one or more of these
investment companies or accounts, available investments or
opportunities for sales will be allocated equitably to each by
Wells Fargo Bank or WFNIA. In some cases, this procedure may
adversely affect the size of the position obtained for or
disposed of by the Master Series or the price paid or received
by such Master Series.

Item 5. Management of the Master Portfolio.

INVESTMENT ADVISER AND SUB-INVESTMENT ADVISER -- Wells Fargo
Bank, N.A., a wholly owned subsidiary of Wells Fargo & Company
located at 420 Montgomery Street, San Francisco, California
94105, is each Master Series' investment adviser. Wells Fargo
Bank, one of the ten largest banks in the United States, was
founded in 1852 and is the oldest bank in the western United
States. As of March 31, 1995, various divisions and affiliates
of Wells Fargo Bank (including WFNIA) provided investment
advisory services for approximately $196 billion of assets of

11
<PAGE> 39
individuals, trusts, estates and institutions. Pursuant to an
Investment Advisory Agreement with the Master Portfolio, Wells
Fargo Bank provides investment guidance and policy direction in
connection with the management of each Master Series' assets,
subject to the supervision of the Master Portfolio's Board of
Trustees and in conformity with Delaware law and the stated
policies of such Master Series.

Wells Fargo Bank has engaged Wells Fargo Nikko
Investment Advisors, located at 45 Fremont Street, San
Francisco, California 94105, to provide sub-investment advisory
services to each Master Series. WFNIA is a general partnership
owned 50% by a wholly owned subsidiary of Wells Fargo Bank and
50% by a subsidiary of The Nikko Securities Co., Ltd. As of
March 31, 1995, WFNIA was responsible for managing or providing
investment advice for assets aggregating approximately
$171 billion. Pursuant to a Sub-Investment Advisory Agreement,
WFNIA, subject to the supervision and approval of Wells Fargo
Bank, provides investment advisory assistance and the day-to-day
management of each Master Series' assets, subject to the overall
authority of the Master Portfolio's Board of Trustees and in
conformity with Delaware law and the stated policies of such
Master Series.

Under the 1940 Act, this proposed change of control of
WFNIA would result in an assignment and termination of the
current Sub-Investment Advisory Agreement between WFNIA, Wells
Fargo Bank and the Master Portfolio (on behalf of the Bond Index
and S&P 500 Index Master Series). Subject to the approval of
the Master Portfolio's Board of Trustees, it is contemplated
that a special meeting of shareholders of the Bond Index and S&P
500 Index Master Series will be convened to consider a change in
the structure of such Master Series, which will become effective
only upon the change of control of WFNIA. It is not anticipated
that the proposed change of control or change in structure will
change the investment objective or overall investment strategy
of the Bond Index and S&P 500 Index Master Series.

For the fiscal year ended February 28, 1995, Wells
Fargo Bank was paid advisory fees at the annual rate of 0.05%
and 0.08% of the S&P 500 Index Master Series and Bond Index

12
<PAGE> 40
Master Series, respectively, for its services as investment
adviser to such Master Series. During the same period WFNIA was
paid by Wells Fargo Bank sub-advisory fees at the annual rate of
0.04% and 0.07%, respectively, of the average daily net assets
of the S&P 500 Index Master Series and Bond Index Master Series,
respectively.

Wells Fargo Bank deals, trades and invests for its own
account in the types of securities in which the Bond Index and
S&P 500 Index Master Series may invest and may have deposit,
loan and commercial banking relationships with the issuers of
securities purchased by a Master Series. Wells Fargo Bank has
informed the Master Portfolio that in making its investment
decisions it does not obtain or use material inside information
in its possession.

Under the terms of the Investment Advisory Agreement,
the Master Portfolio has agreed to pay Wells Fargo Bank a
monthly fee on behalf of each Master Series at the annual rate
as set forth below:

Annual Fee as
a Percentage of
Name of Master Series Average Daily Net Assets
- --------------------- ------------------------
Small/Medium Stock Index .10 of 1%
International Stock Index .20 of 1%
S&P 500 Index .05 of 1%
Bond Index .08 of 1%
Money Market .20 of 1%

Wells Fargo Bank has agreed to pay WFNIA a monthly fee at the
annual rate of .09%, .19%, .04%, .07% and .15% of the average
daily net assets of the Small/Medium Stock Index Master Series,
International Stock Index Master Series, S&P 500 Index Master
Series, Bond Index Master Series and Money Market Master Series,
respectively.

ADMINISTRATOR AND PLACEMENT AGENT -- Stephens Inc. ("Stephens"),
located at 111 Center Street, Little Rock, Arkansas 72201,
serves as the Master Portfolio's administrator pursuant to an
Administration Agreement with the Master Portfolio. Under the
Administration Agreement, Stephens provides general
supervision of the operation of the Master Portfolio and the
Master Series, other than the provision of investment advice,
subject to the overall authority of the Master Portfolio's Board
of Trustees. The administrative services provided to the Master
Series also include coordination of the other services provided
to the Master Series, compilation of information for reports to
the Securities and Exchange Commission and state securities
commissions, preparation of proxy statements and interestholder
reports, and general supervision of data compilation in
connection with preparing periodic reports to the Master
Portfolio's Board of Trustees and officers. Stephens also
furnishes office space and certain facilities to conduct the
Master Portfolio's business, and compensates the Master
Portfolio's Trustees, officers and employees who are affiliated
with Stephens. Stephens is not entitled to compensation for
providing administrative services to a Master Series so long as
Stephens receives fees for providing similar services to a fund
of another registered investment company that invests all of its
assets in the Master Series. Stephens also serves as placement
agent for each Master Series' shares.

CUSTODIAN AND TRANSFER AGENT. Wells Fargo Institutional Trust
Company, N.A., 45 Fremont Street, San Francisco, California
94105 ("WFITC"), is the Master Portfolio's Custodian. WFITC is
owned by WFNIA and Wells Fargo & Company. Wells Fargo Bank also
is the Master Portfolio's Transfer and Dividend Disbursing Agent
(the "Transfer Agent"). Wells Fargo Bank performs transfer
agency services at 525 Market Street, San Francisco, California
94105.

13
<PAGE> 41
EXPENSES. All expenses incurred in the operation of the Master
Portfolio are borne by the Master Portfolio, except to the
extent specifically assumed by Wells Fargo Bank and Stephens.

An investor in an Index Master Series will bear such
Index Master Series' transaction costs incurred in buying and
selling securities and engaging in certain investment techniques
to effect a purchase or redemption (including through an
exchange from another Master Series) of such Index Master
Series' shares by the investor. These transaction costs may
include: (1) brokerage commissions; (2) market impact costs
(i.e., the increase in market prices which may result if an
Index Master Series purchases thinly traded stocks); and (3) the
effect of any "bid-ask" spread in the relevant securities
market.

Item 6. Capital Stock and Other Securities.

The Master Portfolio is organized as a trust under the
laws of the State of Delaware. Investors in the Master
Portfolio are each liable for all obligations of the Master
Portfolio. However, the risk of an investor incurring financial
loss on account of such liability is limited to circumstances in
which both inadequate insurance existed and the Master Portfolio
itself was unable to meet its obligations.

MASTER SERIES SHARES ARE NOT DEPOSITS OR OBLIGATIONS
OF, OR GUARANTEED OR ENDORSED BY, ANY BANK, AND ARE NOT
FEDERALLY INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION,
THE FEDERAL RESERVE BOARD OR ANY OTHER AGENCY. MASTER SERIES
SHARES INVOLVE CERTAIN INVESTMENT RISKS, INCLUDING THE POSSIBLE
LOSS OF PRINCIPAL. EACH INDEX MASTER SERIES' SHARE PRICE AND
INVESTMENT RETURN FLUCTUATE AND ARE NOT GUARANTEED.

Unless otherwise required by the 1940 Act, ordinarily
it will not be necessary for the Master Portfolio to hold annual
meetings of shareholders. As a result, shareholders may not
consider each year the election of Trustees or the appointment
of auditors. However, the holders of at least 10% of the shares
outstanding and entitled to vote may require the Master
Portfolio to hold a special meeting of shareholders for purposes
of removing a Trustee from office. Master Portfolio
shareholders may remove a Trustee by the affirmative vote of a
majority of the Master Portfolio's outstanding voting shares.
In addition, the Board of Trustees will call a meeting of
shareholders for the purpose of electing Trustees if, at any
time, less than a majority of the Trustees then holding office

14
<PAGE> 42
have been elected by shareholders. Investments in a Master
Series may not be transferred, but an investor may withdraw all
or any portion of its investment at any time at net asset value.

As of June 19, 1995, the S&P 500 Stock Fund of Stagecoach
Inc., 111 Center Street, Little Rock, Arkansas 72201, owned 93.0%
of the voting securities of the S&P 500 Master Series. As of June
19, 1995, Bradley Trust and Bradley via Partition Trust, 1000
N. Water Street, 11th Floor, Milwaukee, WI 53202, each owned
41.66% of the Voting securities of the Bond Index Master
Series. As such, the Fund, Bradley Trust and Bradley via
Partition Trust could each be considered a controlling person
of the corresponding Master Series for purposes of the 1940
Act.

As of June 19, 1995, Stephens owned, beneficially and of
record, 100% of the outstanding interests in each of the other
Master Series and therefore could be considered to be a
controlling person of the Trust for purposes of the 1940 Act.
Stephens, whose address is 111 Center Street, Little Rock,
Arkansas 72201, is an Arkansas corporation wholly owned by
Stephens Holding Company.

Item 7. Purchase of Securities.
- --------------------------------

Shares of each Master Series are sold on a continuous
basis at the net asset value per share next determined after an
order in proper form is received by the Transfer Agent. Net
asset value per share for each Index Master Series is determined
as of the close of trading on the floor of the New York Stock
Exchange (currently 4:00 p.m., New York time), on each day the
New York Stock Exchange is open for business (a "Business Day").
Net asset value per share for the Money Market Master Series is
determined as of 12:00 noon (New York time) on each Business
Day. Net asset value per share is computed by dividing the
value of the Master Series' net assets (i.e., the value of its
assets less liabilities) by the total number of shares of such
Master Series outstanding. The Master Series' investments are
valued each Business Day generally by using available market
quotations or at fair value determined in good faith by the
Master Portfolio's Board of Trustees. For further information
regarding the methods employed in valuing each Master Series'
investments, see Item 19, "Purchase, Redemption and Pricing of
Securities," in Part B.

Item 8. Redemption or Repurchase.
- ----------------------------------

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<PAGE> 43
request is received in proper form, the Master Portfolio will
redeem the shares at the next determined net asset value.

Item 9. Pending Legal Proceedings.

Not applicable.

16
<PAGE> 44
APPENDIX

PORTFOLIO SECURITIES.

To the extent set forth in this offering document, each
Master Series may invest in the securities described below.

U.S. GOVERNMENT OBLIGATIONS -- The Growth Stock Master Series
and the Short-Intermediate Term Master Series may invest in
various types of U.S. Government obligations with remaining
maturities of up to one year. U.S. Government obligations
include securities issued or guaranteed as to principal and
interest by the U.S. Government and supported by the full faith
and credit of the U.S. Treasury. U.S. Treasury obligations
differ mainly in the length of their maturity. Treasury bills,
the most frequently issued marketable government securities,
have a maturity of up to one year and are issued on a discount
basis. U.S. Government obligations also include securities
issued or guaranteed by federal agencies or instrumentalities,
including government-sponsored enterprises. Some obligations of
such agencies or instrumentalities of the U.S. Government are
supported by the full faith and credit of the United States or
U.S. Treasury guarantees; others, by the right of the issuer or
guarantor to borrow from the U.S. Treasury; still others by the
discretionary authority of the U.S. Government to purchase
certain obligations of the agency or instrumentality; and
others, only by the credit of the agency or instrumentality
issuing the obligation. In the case of obligations not backed
by the full faith and credit of the United States, the investor
must look principally to the agency or instrumentality issuing
or guaranteeing the obligation for ultimate repayment, which
agency or instrumentality may be privately owned. There can be
no assurance that the U.S. Government would provide financial
support to its agencies or instrumentalities (including
government-sponsored enterprises) where it is not obligated to
do so. In addition, U.S. Government obligations are subject to
fluctuations in market value due to fluctuations in market
interest rates. As a general matter, the value of debt
instruments, including U.S. Government obligations, declines
when market interest rates increase and rises when market
interest rates decrease. Certain types of U.S. Government
obligations are subject to fluctuations in yield or value due to
their structure or contract terms.

ZERO COUPON AND STRIPPED SECURITIES -- Each Master Series (other
than the S&P 500 Index Master Series and the Bond Index Master
Series) may invest in zero coupon U.S. Treasury securities,
which are Treasury Notes and Bonds that have been stripped of
their unmatured interest coupons, the coupons themselves and
receipts or certificates representing interests in such stripped
debt obligations and coupons. The Bond Index Master Series also
may invest in zero coupon securities issued by corporations and
financial institutions which constitute a proportionate
ownership of the issuer's pool of underlying U.S. Treasury
securities. A zero coupon security pays no interest to its
holder during its life and is sold at a discount to its face
value at maturity. The amount of the discount fluctuates with

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<PAGE> 45
the market price of the security. The market prices of zero
coupon securities generally are more volatile than the market
prices of securities that pay interest periodically and are
likely to respond to a greater degree to changes in interest
rates than non-zero coupon securities having similar maturities
and credit qualities. Zero coupon securities are not considered
U.S. Government obligations for purposes of the 1940 Act unless
they are part of the STRIPS (Separate Trading of Registered
Interest and Principal of Securities) program or other program
which provides for such securities to be held through the
Federal Reserve Bank's book-entry system.

Certificates of deposit are negotiable certificates
evidencing the obligation of a bank to repay funds deposited
with it for a specified period of time.

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<PAGE> 46
Time deposits are non-negotiable deposits maintained in
a banking institution for a specified period of time at a stated
interest rate. Time deposits which may be held by a Master
Series will not benefit from insurance from the Bank Insurance
Fund or the Savings Association Insurance Fund administered by
the Federal Deposit Insurance Corporation.

COMMERCIAL PAPER AND OTHER SHORT-TERM CORPORATE OBLIGATIONS --
Each Master Series may invest in commercial paper, which
consists of short-term, unsecured promissory notes issued to
finance short-term credit needs. The commercial paper purchased
by the Money Market Master Series will comply with Rule 2a-7 and
the commercial paper purchased by the Index Master Series will
consist only of direct obligations which, at the time of their
purchase, are (a) rated not lower than Prime-1 by Moody's, A-1
by S&P, F-1 by Fitch or Duff-1 by Duff, (b) issued by companies
having an outstanding unsecured debt issue currently rated not
lower than Aa3 by Moody's or AA- by S&P, Fitch or Duff, or
(c) if unrated, determined by WFNIA to be of comparable quality
to those rated obligations which may be purchased by such Fund.

A-3
<PAGE> 47
with the repurchase agreement. In addition, if bankruptcy
proceedings are commenced with respect to the seller of the
securities, realization on the securities by a Master Series may
be delayed or limited. Each Master Series considers on an
ongoing basis the creditworthiness of the institutions with
which it enters into repurchase agreements.

FLOATING- AND VARIABLE-RATE OBLIGATIONS -- Each Master Series
may purchase floating- and variable-rate demand notes and bonds,
which are obligations ordinarily having stated maturities in
excess of thirteen months, but which permit the holder to demand
payment of principal at any time, or at specified intervals not
exceeding thirteen months, in each case with respect to the
Money Market Master Series upon not more than 30 days' notice.
Variable-rate demand notes include master demand notes which are
obligations that permit a Master Series to invest fluctuating
amounts, which may change daily without penalty, pursuant to
direct arrangements between the Master Series, as lender, and
the borrower. The interest rates on these notes fluctuate from
time to time. The issuer of such obligations ordinarily has a
corresponding right, after a given period, to prepay in its
discretion the outstanding principal amount of the obligations
plus accrued interest upon a specified number of days' notice to
the holders of such obligations. The interest rate on a
floating-rate demand obligation is based on a known lending
rate, such as a bank's prime rate, and is adjusted automatically
each time such rate is adjusted. The interest rate on a
variable-rate demand obligation is adjusted automatically at
specified intervals. Frequently, such obligations are secured
by letters of credit or other credit support arrangements
provided by banks. Because these obligations are direct lending
arrangements between the lender and borrower, it is not
contemplated that such instruments generally will be traded, and
there generally is no established secondary market for these
obligations, although they are redeemable at face value.
Accordingly, where these obligations are not secured by letters
of credit or other credit support arrangements, the Master
Series' right to redeem is dependent on the ability of the
borrower to pay principal and interest on demand. Such
obligations frequently are not rated by credit rating agencies
and each Master Series may invest in obligations which are not
so rated only if WFNIA determines that at the time of investment
the obligations are of comparable quality to the other
obligations in which such Master Series may invest. WFNIA, on

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<PAGE> 48
behalf of each Master Series, considers on an ongoing basis the
creditworthiness of the issuers of the floating- and variable-
rate demand obligations in such Master Series' portfolio. No
Master Series will invest more than 15% (10% in the case of the
Money Market Master Series) of the value of its net assets in
floating- or variable-rate demand obligations as to which it
cannot exercise the demand feature on not more than seven days'
notice if there is no secondary market available for these
obligations, and in other illiquid securities.

PARTICIPATION INTERESTS -- Each Master Series may purchase from
financial institutions participation interests in securities in
which such Master Series may invest. A participation interest
gives the Master Series an undivided interest in the security in
the proportion that the Master Series' participation interest
bears to the total principal amount of the security. These
instruments may have fixed, floating- or variable-rates of
interest, with in the case of the Money Market Master Series
remaining maturities of 13 months or less. If the participation
interest is unrated, or has been given a rating below that which
is permissible for purchase by the Master Series, the
participation interest is backed by an irrevocable letter of
credit or guarantee of a bank, or the payment obligation
otherwise will be collateralized by U.S. Government securities,
or, in the case of unrated participation interests, WFNIA must
have determined that the instrument is of comparable quality to
those instruments in which such Master Series may invest. Prior
to a Master Series' purchase of any such instrument backed by a
letter of credit or guarantee of a bank, WFNIA evaluates the
creditworthiness of the bank, considering all factors which it
deems relevant, which generally may include review of the bank's
cash flow; level of short-term debt; leverage; capitalization;
the quality and depth of management; profitability; return on
assets; and economic factors relative to the banking industry.
For certain participation interests, the Master Series has the
right to demand payment, on not more than seven days' notice,
for all or any part of the Master Series' participation interest
in the security, plus accrued interest. As to these
instruments, each Master Series intends to exercise its right to
demand payment only upon a default under the terms of the
security, as needed to provide liquidity to meet redemptions, or
to maintain or improve the quality of its investment portfolio.

MORTGAGE-RELATED SECURITIES--The Master Series may enter into
repurchase agreements with respect to mortgage-related
securities ("MBSs"), representing interests in a pool of loans
secured by mortgages. The resulting cash flow from these
mortgages is used to pay principal and interest on the
securities. MBSs are assembled for sale to investors by various
government-sponsored enterprises such as the Federal National
Mortgage Association ("FNMA") and the Federal Home Loan Mortgage
Corporation ("FHLMC") or are guaranteed by such governmental
agencies as the Government National Mortgage Association
("GNMA"). Regardless of the type of guarantee, all MBSs are
subject to interest rate risk (i.e., exposure to loss due to
changes in interest rates).

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<PAGE> 49
GNMA MBSs include GNMA Mortgage Pass-Through
Certificates (also known as "Ginnie Maes") which are guaranteed
as to the full and timely payment of principal and interest by
GNMA and such guarantee is backed by the authority of GNMA to
borrow funds from the U.S. Treasury to make payments under its
guarantee. GNMA is a wholly-owned U.S. Government corporation
within the Department of Housing and Urban Development. As
such, GNMA obligations are general obligations of the United
States and are backed by the full faith and credit of the
federal government. MBSs issued by FNMA include FNMA Guaranteed
Mortgage Pass-Through Certificates (also known as "Fannie Maes")
which are solely the obligations of FNMA and are neither backed
by nor entitled to the full faith and credit of the United
States. FNMA is a government-sponsored enterprise which is also
a private corporation whose stock trades on the NYSE. Fannie
Maes are guaranteed as to timely payment of principal and
interest by FNMA. FHLMC MBSs include FHLMC Mortgage
Participation Certificates (also known as "Freddie Macs" or
"PCs"). FHLMC guarantees timely payment of interest, but only
ultimate payment of principal due under the obligations it
issues. Freddie Macs are not guaranteed by the United States or
by any Federal Home Loan Bank and do not constitute a debt or
obligation of the United States or of any Federal Home Loan
Bank. FHLMC may, under certain circumstances, remit the payment
of principal at any time after default, but in no event later
than one year after the guarantee becomes payable.

ILLIQUID SECURITIES -- Each Master Series may invest up to 15%
(10% with respect to the Money Market Master Series) of the
value of its net assets in securities as to which a liquid
trading market does not exist, provided such investments are
consistent with its investment objective. Such securities may
include securities that are not readily marketable, such as
certain securities that are subject to legal or contractual
restrictions on resale, participation interests that are not
subject to the demand feature described above, floating- and
variable-rate demand obligations as to which the Master Series
cannot exercise the related demand feature described above on
not more than seven days' notice and as to which there is no
secondary market and repurchase agreements providing for
settlement more than seven days after notice. However, if a
substantial market of qualified institutional buyers develops
pursuant to Rule 144A under the Securities Act of 1933, as
amended, for certain of these securities held by a Master
Series, such Master Series intends to treat such securities as
liquid securities in accordance with procedures approved by the
Master Portfolio's Board of Trustees. Because it is not
possible to predict with assurance how the market for restricted
securities pursuant to Rule 144A will develop, the Master
Portfolio's Board of Trustees has directed WFNIA to monitor
carefully each Master Series' investments in such securities
with particular regard to trading activity, availability of
reliable price information and other relevant information. To
the extent that for a period of time, qualified institutional
buyers cease purchasing such restricted securities pursuant to
Rule 144A, a Master Series' investing in such securities may
have the effect of increasing the level of illiquidity in such
Master Series' portfolio during such period.

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<PAGE> 50
Investment Company Securities -- Each Master Series may invest
in securities issued by other investment companies which
principally invest in securities of the type in which such
Master Series invests. Under the 1940 Act, a Master Series'
investment in such securities currently is limited to, subject
to certain exceptions, (i) 3% of the total voting stock of any
one investment company, (ii) 5% of such Master Series' net
assets with respect to any one investment company and (iii) 10%
of such Master Series' net assets in the aggregate. Investments
in the securities of other investment companies generally will
involve duplication of advisory fees and certain other expenses
and the investment adviser will waive its advisory fees for that
portion of the Master Series' assets so invested, except when
such purchase is part of a plan of merger, consolidation,
reorganization or acquisition.

RATINGS -- The ratings of Moody's, S&P, Fitch and Duff represent
their opinions as to the quality of the obligations which they
undertake to rate. It should be emphasized, however, that
ratings are relative and subjective and, although ratings may be
useful in evaluating the safety of interest and principal
payments, they do not evaluate the market value risk of such
obligations. Therefore, although these ratings may be an
initial criterion for selection of portfolio investments, WFNIA
also will evaluate such obligations and the ability of their
issuers to pay interest and principal. Each Master Series will
rely on WFNIA's judgment, analysis and experience in evaluating
the creditworthiness of an issuer. In this evaluation, WFNIA
will take into consideration, among other things, the issuer's
financial resources, its sensitivity to economic conditions and
trends, the quality of the issuer's management and regulatory
matters. It also is possible that a rating agency might not
timely change the rating on a particular issue to reflect
subsequent events. See Item 4, "Description of Registrant --
Risk Factors -- Fixed-Income Securities."

INVESTMENT TECHNIQUES.

STOCK INDEX OPTIONS -- (International Stock Index Master Series)
The International Stock Index Master Series may purchase and
write put and call options on stock indexes as a substitute for
comparable market positions in the underlying securities. A
stock index fluctuates with changes in the market values of the
stocks included in the index. The aggregate premiums paid on
all options purchased may not exceed 20% of the International
Stock Index Master Series' total assets and the value of options
written or purchased may not exceed 10% of the value of its
total assets.

The effectiveness of purchasing or writing stock index
options will depend upon the extent to which price movements in
the International Stock Index Master Series' portfolio correlate
with price movements of the stock index selected. Because the
value of an index option depends upon movements in the level of
the index rather than the price of a particular stock, whether
the International Stock Index Master Series will realize a gain
or loss from the purchase or writing of options on an index
depends upon movements in the level of stock prices in the stock

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market generally or, in the case of certain indexes, in an
industry or market segment, rather than movements in the price
of a particular stock.

When the International Stock Index Master Series writes
an option on a stock index, it will place in a segregated
account with the Master Portfolio's custodian cash or liquid
securities in an amount at least equal to the market value of
the underlying stock index and will maintain the account while
the option is open or otherwise will cover the transaction.

FUTURES TRANSACTIONS -- IN GENERAL -- (Index Master Series) None
of the Index Master Series will be a commodity pool. To the
extent permitted by applicable regulations, each Index Master
Series is permitted to use futures as a substitute for a
comparable market position in the underlying securities.

Each Index Master Series may trade futures contracts
and options on futures contracts in U.S. domestic markets, such
as the Chicago Board of Trade and the International Monetary
Market of the Chicago Mercantile Exchange, or, with respect to
the International Stock Index Master Series, to the extent
permitted under applicable law, on exchanges located outside the
United States, such as the London International Financial
Futures Exchange, the Deutscher Aktienindex and the Sydney
Futures Exchange Limited. See Item 4, "General Description of
Registrant -- Risk Factors -- Foreign Futures Transactions."

Each Index Master Series' futures transactions must
constitute permissible transactions pursuant to regulations
promulgated by the CFTC. In addition, an Index Master Series
may not engage in such transactions if the sum of the amount of
initial margin deposits and premiums paid for unexpired options
on futures contracts, other than for bona fide hedging
transactions, would exceed 5% of the liquidation value of the
Index Master Series' assets, after taking into account
unrealized profits and unrealized losses on such contracts;
provided, however, that in the case of an option that is in-the-
money at the time of purchase, the in-the-money amount may be
excluded in calculating the 5%. Pursuant to regulations and/or
published positions of the Securities and Exchange Commission,
an Index Master Series may be required to segregate cash or high
quality money market instruments in connection with its futures
transactions in an amount generally equal to the entire value of
the underlying security.

Initially, when purchasing or selling futures contracts
an Index Master Series will be required to deposit with the
Master Portfolio's custodian in the broker's name an amount of

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cash or cash equivalents up to approximately 10% of the contract
amount. This amount is subject to change by the exchange or
board of trade on which the contract is traded and members of
such exchange or board of trade may impose their own higher
requirements. This amount is known as "initial margin" and is
in the nature of a performance bond or good faith deposit on the
contract which is returned to the Master Series upon termination
of the futures position, assuming all contractual obligations
have been satisfied. Subsequent payments, known as "variation
margin," to and from the broker will be made daily as the price
of the index or securities underlying the futures contract
fluctuates, making the long and short positions in the futures
contract more or less valuable, a process known as "marking-to-
market." At any time prior to the expiration of a futures
contract, the Index Master Series may elect to close the
position by taking an opposite position, at the then prevailing
price, thereby terminating its existing position in the
contract.

Although each Index Master Series intends to purchase
or sell futures contracts only if there is an active market for
such contracts, no assurance can be given that a liquid market
will exist for any particular contract at any particular time.
Many futures exchanges and boards of trade limit the amount of
fluctuation permitted in futures contract prices during a single
trading day. Once the daily limit has been reached in a
particular contract, no trades may be made that day at a price
beyond that limit or trading may be suspended for specified
periods during the trading day. Futures contract prices could
move to the limit for several consecutive trading days with
little or no trading, thereby preventing prompt liquidation of
futures positions and potentially subjecting the relevant Master
Series to substantial losses. If it is not possible, or the
Index Master Series determines not, to close a futures position
in anticipation of adverse price movements, it will be required
to make daily cash payments of variation margin.

An option on a futures contract gives the purchaser the
right, in return for the premium paid, to assume a position in a
futures contract (a long position if the option is a call and a
short position if the option is a put) at a specified exercise
price at any time during the option exercise period. The writer
(i.e., seller) of the option is required upon exercise to assume
an offsetting futures position (a short position if the option
is a call and a long position if the option is a put). Upon
exercise of the option, the assumption of offsetting futures
positions by the writer and holder of the option will be
accompanied by delivery of the accumulated cash balance in the
writer's futures margin account in the amount by which the
market price of the futures contract, at exercise, exceeds (in
the case of a call) or is less than (in the case of a put) the
exercise price of the option on the futures contract.

STOCK INDEX FUTURES AND OPTIONS ON STOCK INDEX FUTURES --
(Small/Medium Stock Index, International Stock Index and S&P 500
Index Master Series) Each of these Index Master Series may
purchase and sell stock index futures contracts and options on
stock index futures contracts.

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A stock index future obligates the seller to deliver
(and the purchaser to take), effectively, an amount of cash
equal to a specific dollar amount times the difference between
the value of a specific stock index at the close of the last
trading day of the contract and the price at which the agreement
is made. No physical delivery of the underlying stocks in the
index is made. With respect to stock indexes that are permitted
investments, each of these Index Master Series intends to
purchase and sell futures contracts on the stock index for which
it can obtain the best price with consideration also given to
liquidity.

INTEREST RATE FUTURES CONTRACTS AND OPTIONS ON INTEREST RATE
FUTURES CONTRACTS -- (Bond Index Master Series) The Bond Index
Master Series may invest in interest rate futures contracts and
options on interest rate futures contracts as a substitute for a
comparable market position in the underlying securities.

The Bond Index Master Series also may sell options on
interest rate futures contracts as part of closing purchase
transactions to terminate its options positions. No assurance
can be given that such closing transactions can be effected or
the degree of correlation between price movements in the options
on interest rate futures and price movements in the Master
Series' portfolio securities which are the subject of the
transaction.

INTEREST RATE AND INDEX SWAPS -- (Index Master Series) Each
Index Master Series may enter into index swaps, and the Bond
Index Master Series may enter into interest rate swaps, in
pursuit of its investment objective. Interest rate swaps
involve the exchange by the Bond Index Master Series with
another party of their respective commitments to pay or receive
interest (for example, an exchange of floating-rate payments for
fixed-rate payments). Index swaps involve the exchange by a
Master Series with another party of cash flows based upon the
performance of an index or a portion of an index which usually
includes dividends or income. In each case, the exchange
commitments can involve payments to be made in the same currency
or in different currencies.

Each Index Master Series usually will enter into swaps
on a net basis. In so doing, the two payment streams are netted
out, with the Master Series receiving or paying, as the case may
be, only the net amount of the two payments. If an Index Master
Series enters into a swap, it would maintain a segregated
account on a gross basis unless the contract provided otherwise.
If there is a default by the other party to such a transaction,
the Index Master Series will have contractual remedies pursuant
to the agreements related to the transaction.

The use of interest rate and index swaps is a highly
specialized activity which involves investment techniques and
risks different from those associated with ordinary portfolio
security transactions. There is no limit, except as provided
below, on the amount of swap transactions that may be entered
into by an Index Master Series. These transactions generally do
not involve the delivery of securities or other underlying

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<PAGE> 54
assets or principal. Accordingly, the risk of loss with respect
to swaps generally is limited to the net amount of payments that
an Index Fund is contractually obligated to make. If the other
party to a swap defaults, the relevant Index Master Series' risk
of loss consists of the net amount of payments that such Master
Series contractually is entitled to receive. No Index Master
Series will invest more than 15% of the value of its net assets
in swaps that are illiquid, and in other illiquid securities.

FOREIGN CURRENCY TRANSACTIONS -- (International Stock Index
Master Series only) The International Stock Index Master Series
may engage in currency exchange transactions either on a spot
(i.e., cash) basis at the rate prevailing in the currency
exchange market, or through entering into forward contracts to
purchase or sell currencies. A forward currency exchange
contract involves an obligation to purchase or sell a specific
currency at a future date, which must be more than two days from
the date of the contract, at a price set at the time of the
contract. These contracts are entered into in the interbank
market conducted directly between currency traders (typically
commercial banks or other financial institutions) and their
customers.

This Master Series also may combine forward currency
exchange contracts with investments in securities denominated in
other currencies.

This Master Series also may maintain short positions in
forward currency exchange transactions, which would involve it
agreeing to exchange an amount of a currency it did not
currently own for another currency at a future date in
anticipation of a decline in the value of the currency sold
relative to the currency such Master Series contracted to
receive in the exchange.

SHORT-SELLING -- (Small/Medium Stock Index Master Series and
International Stock Index Master Series only) The Small/Medium
Stock Index Master Series and International Stock Index Master
Series may make short sales "against the box," a transaction in
which the Master Series enters into a short sale of a security
which it owns. The proceeds of the short sale will be held by a
broker until the settlement date at which time the Master Series
delivers the security to close the short position. The Master
Series receives the net proceeds from the short sale. At no
time will either Master Series have more than 15% of the value
of its net assets in deposits on short sales against the box.
The value of any one issuer in which the Small/Medium Stock
Index Master Series and International Stock Index Master Series
are short will not exceed the lesser of 2% of the value of the
Master Series' net assets or 2% of the securities of any class
of any issuer. It currently is anticipated that each Master
Series will make short sales against the box for purposes of
protecting the value of its respective net assets.

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<PAGE> 55
may not exceed 33-1/3% of the value of the relevant Master
Series' total assets. In connection with such loans, each
Master Series will receive collateral consisting of cash, U.S.
Government securities or irrevocable letters of credit which
will be maintained at all times in an amount equal to at least
100% of the current market value of the loaned securities. Each
Master Series can increase its income through the investment of
such collateral. Each Master Series continues to be entitled to
payments in amounts equal to the dividends, interest and other
distributions payable on the loaned security and receives
interest on the amount of the loan. Such loans will be
terminable at any time upon specified notice. A Master Series
might experience risk of loss if the institution with which it
has engaged in a portfolio loan transaction breaches its
agreement with such Master Series.

Securities purchased on a when-issued or forward
commitment basis and certain other securities held in the Master
Series' portfolio are subject to changes in value (both
generally changing in the same way, i.e., appreciating when
interest rates decline and depreciating when interest rates
rise) based upon the public's perception of the creditworthiness
of the issuer and changes, real or anticipated, in the level of
interest rates. Securities purchased on a when-issued or
forward commitment basis may expose the relevant Master Series
to risk because they may experience such fluctuations prior to
their actual delivery. Purchasing securities on a when-issued
or forward commitment basis can involve the additional risk that
the yield available in the market when the delivery takes place
actually may be higher than that obtained in the transaction
itself. A segregated account of each Master Series consisting
of cash or U.S. Government obligations or other high quality
liquid debt securities in an amount at least equal at all times
to the amount of the when-issued or forward commitments is
established and maintained at the Master Portfolio's custodian
bank. Purchasing securities on a forward commitment basis when
a Master Series is fully or almost fully invested may result in
greater potential fluctuation in the value of such Master
Series' net assets and its net asset value per share.

BORROWING MONEY -- (All Master Series) As a fundamental policy,
the Small/Medium Stock Index Master Series, International Stock
Index Master Series and Money Market Series are permitted to
borrow to the extent permitted under the 1940 Act. However,
each such Master Series currently intends to borrow money only
for temporary or emergency (not leveraging) purposes, in an

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<PAGE> 56
amount up to 33-1/3% of the value of its total assets (including
the amount borrowed) valued at the lesser of cost or market,
less liabilities (not including the amount borrowed) at the time
the borrowing is made. While borrowings exceed 5% of a Master
Series' total assets, such Master Series will not make any
investments. The Bond Index Master Series may borrow from banks
up to 10% of the current value of its net assets for temporary
purposes only in order to meet redemptions, and these borrowings
may be secured by the pledge of up to 10% of the current value
of its net assets (but investments may not be purchased while
any such outstanding borrowing in excess of 5% of its net assets
exists), and except that the S&P 500 Stock Master Series may
borrow up to 20% of the current value of its net assets for
temporary purposes only in order to meet redemptions, and these
borrowings may be secured by the pledge of up to 20% of the
current value of its net assets (but investments may not be
purchased while any such outstanding borrowing in excess of 5%
of its net assets exists).

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<PAGE> 57

MASTER INVESTMENT PORTFOLIO
LIFEPATH(TM) MASTER SERIES

LIFEPATH 2000 MASTER SERIES
LIFEPATH 2010 MASTER SERIES
LIFEPATH 2020 MASTER SERIES
LIFEPATH 2030 MASTER SERIES
LIFEPATH 2040 MASTER SERIES

MONEY MARKET MASTER SERIES

PART A

June 28, 1995

Responses to Items 1 through 3 have been omitted pursuant to
paragraph 4 of Instruction F of the General Instructions to
Form N-1A.

Item 4. General Description of Registrant.

GENERAL. Master Investment Portfolio (the "Master Portfolio")
is an open-end, management investment company, organized on
October 21, 1993 as a business trust under the laws of the State
of Delaware. The Master Portfolio is a "series fund," which is
a mutual fund divided into separate portfolios. By this
offering document, the Master Portfolio is offering five asset
allocation series (the "LifePath Master Series") and the Money
Market Master Series (the LifePath Master Series and/or Money
Market Master Series are referred to at times as the "Master
Series"). Each Master Series is treated as a separate entity
for certain matters under the Investment Company Act of 1940, as
amended (the "1940 Act"), and for other purposes and a
interestholder of one Master Series is not deemed to be a
interestholder of any other Master Series. As described below,
for certain matters Master Portfolio interestholders vote
together as a group; as to others they vote separately by Master
Series. The Master Portfolio has established eight other series
which are offered pursuant to other offering documents. From
time to time, other series may be established and sold pursuant
to other offering documents.

Wells Fargo Bank, N.A. ("Wells Fargo Bank") serves as each
Master Series' investment adviser. Wells Fargo Nikko Investment
Advisors ("WFNIA") serves as each LifePath Master Series' sub-
investment adviser.

Beneficial interests in each Master Series are issued solely in
private placement transactions which do not involve any "public
offering" within the meaning of Regulation D under the
Securities Act of 1933, as amended (the "1933 Act").
Investments in a Master Series may be made only by investment
companies or other accredited investors within the meaning of
Regulation D under the 1933 Act. This registration statement
does not constitute an offer to sell, or the solicitation of an
offer to buy, any "security" within the meaning of the 1933 Act.
Organizations or other entities that hold shares of beneficial
interest of a Master Series may be referred to herein as "feeder
funds."
<PAGE> 58
INVESTMENT OBJECTIVES. Each LifePath Master Series seeks to
provide long-term investors in a feeder fund with an asset
allocation strategy designed to maximize assets for retirement
or for other purposes consistent with the quantitatively
measured risk such investors, on average, may be willing to
accept given their investment time horizons. Specifically:

- LIFEPATH 2000 MASTER SERIES is managed for investors in
a feeder fund planning to retire (or begin to withdraw
substantial portions of their investment) approximately in the
year 2000.

- LIFEPATH 2010 MASTER SERIES is managed for investors in
a feeder fund planning to retire (or begin to withdraw
substantial portions of their investment) approximately in the
year 2010.

- LIFEPATH 2020 MASTER SERIES is managed for investors in
a feeder fund planning to retire (or begin to withdraw
substantial portions of their investment) approximately in the
year 2020.

- LIFEPATH 2030 MASTER SERIES is managed for investors in
a feeder fund planning to retire (or begin to withdraw
substantial portions of their investment) approximately in the
year 2030.

- LIFEPATH 2040 MASTER SERIES is managed for investors in
a feeder fund planning to retire (or begin to withdraw
substantial portions of their investment) approximately in the
year 2040.

The Money Market Master Series seeks to maximize current income
to the extent consistent with the preservation of capital and
the maintenance of liquidity.

AN INVESTMENT IN THE MONEY MARKET MASTER SERIES IS
NEITHER INSURED NOR GUARANTEED BY THE U.S. GOVERNMENT. THERE
CAN BE NO ASSURANCE THAT THE MONEY MARKET MASTER SERIES WILL BE
ABLE TO MAINTAIN A STABLE NET ASSET VALUE OF $1.00 PER SHARE.

Each Master Series' investment objective cannot be
changed without approval by the holders of a majority (as
defined in the 1940 Act) of such Master Series' outstanding
voting securities. The differences in objectives and policies
among the Master Series determine the types of portfolio
securities in which each Master Series invests and can be
expected to affect the degree of risk to which each Master
Series is subject and the yield or return of each Master Series.
As with all mutual funds, there can be no assurance that the
investment objective of each Master Series will be achieved.

INTRODUCTION. The LifePath 2000 Master Series, LifePath 2010
Master Series, LifePath 2020 Master Series, LifePath 2030 Master
Series and LifePath 2040 Master Series follow an asset
allocation strategy among three broad investment classes:
equity and debt securities of issuers located throughout the
world and cash in the form of money market instruments. Each
LifePath Master Series differs in the weighting assigned to each
such investment class, with the later-dated LifePath Master

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<PAGE> 59
Series generally bearing more risk than the earlier-dated
LifePath Master Series, with the expectation of greater total
return. Thus, the investment class weightings of the LifePath
2040 Master Series initially might be 100%, 0% and 0% among
equity securities, debt securities and cash, respectively, while
the weightings of the LifePath 2000 Master Series initially
might be 25%, 50% and 25%, respectively. Over years, each
LifePath Master Series is managed more conservatively, on the
premise that individuals investing for retirement desire to
reduce investment risk in their retirement accounts as they age.
The difference in such investment class weightings is based on
the statistically determined risk that such investors, on
average, may be willing to accept given their investment time
horizons in an effort to maximize assets in anticipation of
retirement or for other purposes.

To manage the LifePath Master Series, WFNIA employs a
proprietary investment model (the "Model") that analyzes
extensive financial and economic data, including risk,
correlation and expected return statistics, to recommend the
portfolio allocation among the investment classes described
below. At its simplest, for each point in time, the Model
recommends a portfolio allocation designed to maximize total
return for each LifePath Master Series based on each such
LifePath Master Series' evolving risk profile. As a result,
while each LifePath Master Series invests in substantially the
same securities within an investment class, the amount of each
LifePath Master Series' aggregate assets invested in a
particular investment class, and thus in particular securities,
differs, but the relative percentage that a particular security
comprises within an investment class ordinarily remains
substantially the same. As of May 31, 1995, asset allocations
in the LifePath Master Series were approximately as follows:

<TABLE>
<CAPTION>
LIFEPATH 2040 LIFEPATH 2030 LIFEPATH 2020 LIFEPATH 2010 LIFEPATH 2000
MASTER SERIES MASTER SERIES MASTER SERIES MASTER SERIES MASTER SERIES
------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C>
Equity Securities 100% 80% 70% 50% 25%

Debt Securities 0% 15% 25% 40% 50%

Cash 0% 5% 5% 10% 25%
</TABLE>

WFNIA may in the future refine the Model, or the
financial and economic data analyzed by the Model, in ways that
could result in changes to recommended allocations.

The relative weightings for each LifePath Master Series
of the various investment classes are expected to change over
time, with the LifePath 2040 Master Series adopting in the 2030s
characteristics similar to the LifePath 2000 Master Series
today.

MANAGEMENT POLICIES.

LIFEPATH MASTER SERIES. The LifePath Model contains
both "strategic" and "tactical" components, with the strategic
component weighted more heavily than the tactical component.

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<PAGE> 60
The strategic component of the Model evaluates the risk that
investors, on average, may be willing to accept given their
investment time horizons. The strategic component thus
determines the changing investment risk level of each LifePath
Fund as time passes. The tactical component of the Model, on
the other hand, addresses short-term market conditions. The
tactical component thus adjusts the amount of investment risk
taken by each LifePath Fund without regard to time horizon, but
rather in consideration of the relative risk-adjusted short-term
attractiveness of various asset classes.

Through the strategic and tactical components the asset
allocation strategy contemplates shifts, that may be frequent,
among a wide range of U.S. and foreign investments and market
sectors. Each LifePath Master Series may invest up to
approximately 20% of the value of its total assets in foreign
securities that are are not publicly traded in the United
States. Rather than choosing specific securities, WFNIA selects
indices representing segments of the global equity and debt
markets and invests to create market exposure to these market
segments by purchasing representative samples of securities
comprising the indices in an attempt to replicate their
performance. From time to time, other indices may be selected
in addition to, or as a substitute for, any of the indices
listed herein and market exposure may be broadened. Investors
will be notified of any such change.

WFNIA has broad latitude in selecting the class of
investments and the particular securities within a class in
which each LifePath Master Series invests. No LifePath Master
Series is managed as a balanced portfolio nor is it required to
maintain a portion of its investments in each of its permitted
investment categories at all times. Until a LifePath Master
Series attains an asset level of approximately $100 to $150
million, WFNIA allocates assets across fewer investment
categories than it otherwise would. WFNIA compares each
LifePath Master Series' investments from time to time to the
Model's recommended allocation. Recommended reallocations are
implemented subject to WFNIA's assessment of current economic
conditions and investment opportunities. WFNIA may change from
time to time the criteria and methods it uses to implement the
recommendations of the Model. Any recommended reallocation is
implemented in accordance with trading policies designed to take
advantage of market opportunities and reduce transaction costs.
The asset allocation mix selected is a primary determinant in
the respective LifePath Master Series' investment performance.

Wells Fargo Bank and WFNIA manage other portfolios that
also invest in accordance with the Model. The performance of
each of those other portfolios is likely to vary among
themselves and from the performance of each LifePath Master
Series. Such variation in performance is primarily due to
different equilibrium asset mix assumptions used for the various
portfolios, timing differences in the implementation of the
Model's recommendations and differences in expenses and
liquidity requirements.

The LifePath Master Series may invest in up to 17 asset
classes, including 10 stock classes, 6 bond classes and a money

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<PAGE> 61
market class. Each LifePath Master Series invests in the classes
of investments described below in the following manner:

EQUITY SECURITIES -- The LifePath Master Series seek U.S. equity
market exposure through the following indices of common stock:

- The S&P/BARRA Value Stock Index (consisting of
primarily large-capitalization U.S. stocks with lower-
than-average price/book ratios).

- The S&P/BARRA Growth Stock Index (consisting of
primarily large-capitalization U.S. stocks with higher-
than-average price/book ratios).

- The Intermediate Capitalization Value Stock Index
(consisting of primarily medium-capitalization U.S.
stocks with lower-than-average price/book ratios).

- The Intermediate Capitalization Growth Stock Index
(consisting of primarily medium-capitalization U.S.
stocks with higher-than-average price/book ratios).

- The Intermediate Capitalization Utility Stock Index
(consisting of primarily medium-capitalization U.S.
utility stocks).

- The Micro Capitalization Market Index (consisting of
primarily small-capitalization U.S. stocks).

- The Small Capitalization Value Stock Index (consisting
of primarily small-capitalization U.S. stocks with
lower-than-average price/book ratios).

- The Small Capitalization Growth Stock Index (consisting
of primarily small-capitalization U.S. stocks with
higher-than-average price/book ratios).

The LifePath Master Series seek foreign equity market
exposure through the following indices of foreign equity
securities:

- The Morgan Stanley Capital International (MSCI) Japan
Index (consisting of primarily large-capitalization
Japanese stocks).

- The Morgan Stanley Capital International Europe,
Australia, Far East Index (MSCI EAFE) Ex-Japan Index
(consisting of primarily large-capitalization foreign
stocks, excluding Japanese stocks).

In addition, each LifePath Master Series may invest in
other common stocks, preferred stocks and convertible
securities, including those in the form of American, European
and Continental Depositary Receipts, as well as warrants to
purchase such securities, and investment company securities.
See "Appendix -- Portfolio Securities."

DEBT SECURITIES -- The LifePath Master Series seek U.S. debt
market exposure through the following indices of U.S. debt
securities:

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<PAGE> 62
- The Lehman Brothers Long-Term Government Bond Index
(consisting of all U.S. Government bonds with
maturities of at least ten years).

- The Lehman Brothers Intermediate-Term Government Bond
Index (consisting of all U.S. Government bonds with
maturities of less than ten years and greater than one
year).

- The Lehman Brothers Long-Term Corporate Bond Index
(consisting of all U.S. investment grade corporate
bonds with maturities of at least ten years).

- The Lehman Brothers Intermediate-Term Corporate Bond
Index (consisting of all U.S. investment-grade
corporate bonds with maturities of less than ten years
and greater than one year).

- The Lehman Brothers Mortgage-Backed Securities Index
(consisting of all fixed-coupon mortgage pass-throughs
(issued by the Federal National Mortgage Association,
Government National Mortgage Association and Federal
Home Loan Mortgage Corporation with maturities greater
than one year).

The LifePath Master Series seek foreign debt market
exposure through the following index of foreign debt securities:

- The Salomon Brothers Non-U.S. World Government Bond
Index (consisting of foreign government bonds with
maturities of greater than one year).

Each U.S. and foreign debt security is expected to be
part of an issuance with a minimum outstanding amount at the
time of purchase of approximately $50 million and $100 million,
respectively. Each security in which a LifePath Master Series
invests must be rated at least Baa by Moody's Investors Service,
Inc. ("Moody's"), or BBB by Standard & Poor's Corporation
("S&P"), Fitch Investors Service, Inc. ("Fitch") or Duff &
Phelps, Inc. ("Duff") or, if unrated, deemed to be of comparable
quality by WFNIA. See "Risk Factors--Fixed-Income Securities"
below, and "Appendix" in Part B.

MONEY MARKET INSTRUMENTS -- The money market instrument portion
of each LifePath Master Series' portfolio generally is invested
in high-quality money market instruments, including U.S.
Government obligations, obligations of domestic and foreign
banks, short-term corporate debt instruments and repurchase
agreements. See "Appendix" below for a more complete
description of the money market instruments in which each Master
Series may invest.

INVESTMENT TECHNIQUES -- Each LifePath Master Series also may
lend its portfolio securities and enter into transactions in
certain derivatives, each of which involves risk. Derivatives
are financial instruments whose values are derived, at least in
part, from the prices of other securities or specified assets,
indices or rates. The futures contracts and options on futures
contracts that each LifePath Master Series may purchase are
considered derivatives. Each LifePath Master Series may use

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<PAGE> 63
some derivatives as part of its short-term liquidity holdings
and/or as substitutes for comparable market positions in the
underlying securities. Also, asset-backed securities issued or
guaranteed by U.S. Government agencies or instrumentalities and
certain floating- and variable-rate instruments can be
considered derivatives. Some derivatives may be more sensitive
than direct securities to changes in interest rates or sudden
market moves. Some derivatives also may be susceptible to
fluctuations in yield or value due to their structure or
contract terms.

Wells Fargo Bank (as investment adviser to each
LifePath Master Series) and WFNIA (as sub-adviser to each Master
Series) use a variety of internal risk management procedures to
ensure that derivatives use is consistent with each LifePath
Master Series' investment objective, does not expose the
LifePath Master Series to undue risks and is closely monitored,
including providing periodic reports to the Board of Trustees
concerning the use of derivatives. Derivatives use also is
subject to broadly applicable investment policies. For example,
in no case may a LifePath Master Series invest more than 15% of
the current value of its assets in "illiquid securities,"
including derivatives without active secondary markets. Nor may
a LifePath Master Series use derivatives to create leverage
without establishing adequate "cover" in compliance with
Securities and Exchange Commission leverage rules. For more
information, see "Risk Factors" below, and "Appendix --
Investment Techniques."

MONEY MARKET MASTER SERIES. The Money Market Master
Series is a diversified portfolio that invests in U.S. dollar
denominated short-term money market instruments, including
securities issued or guaranteed by the U.S. Government, its
agencies or instrumentalities, time deposits, certificates of
deposit, bankers' acceptances and other short-term obligations
issued by domestic banks, foreign branches of domestic banks,
foreign subsidiaries of domestic banks, and domestic and foreign
branches of foreign banks, repurchase agreements, and high
quality domestic and foreign commercial paper, unregistered
notes and other short-term corporate obligations, including
those with floating and variable rates of interest, issued by
domestic and foreign corporations. The Money Market Master
Series invests in U.S. dollar denominated obligations issued or
guaranteed by one or more foreign governments or any of their
political subdivisions, agencies or instrumentalities, including
obligations of supranational entities. See "Appendix --
Portfolio Securities." The Money Market Master Series also may
lend securities from its portfolio. See "Appendix -- Investment
Techniques." During normal market conditions, at least 25% of
the Money Market Master Series' total assets is invested in bank
obligations. See "Risk Factors -- Bank Securities" below.

In accordance with Rule 2a-7, the Money Market Master
Series will maintain a dollar-weighted average portfolio

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maturity of 90 days or less, purchase only instruments having
remaining maturities of 13 months or less and invest only in
U.S. dollar denominated securities determined in accordance with
procedures established by the Master Portfolio's Board of
Trustees to present minimal credit risks and which are rated in
one of the two highest rating categories for debt obligations by
at least two nationally recognized statistical rating
organizations (or one rating organization if the instrument was
rated by only one such organization) or, if unrated, are of
comparable quality as determined in accordance with procedures
established by the Master Portfolio's Board of Trustees. The
nationally recognized statistical rating organizations currently
rating instruments of the type the Money Market Master Series
may purchase are Moody's, S&P, Duff, Fitch, IBCA Limited and
IBCA Inc. and Thomson BankWatch, Inc. and their rating criteria
are described in the "Appendix" in Part B.

In addition, the Money Market Master Series will not
invest more than 5% of its total assets in the securities
(including the securities collateralizing a repurchase
agreement) of, or subject to puts issued by, a single issuer,
except that (i) the Money Market Master Series may invest more
than 5% of its total assets in a single issuer for a period of
up to three business days in certain limited circumstances,
(ii) the Money Market Master Series may invest in obligations
issued or guaranteed by the U.S. Government without any such
limitation, and (iii) the limitation with respect to puts does
not apply to unconditional puts if no more than 10% of the Money
Market Master Series' total assets is invested in securities
issued or guaranteed by the issuer of the unconditional put.
Investments in rated securities not rated in the highest
category by at least two rating organizations (or one rating
organization if the instrument was rated by only one such
organization), and unrated securities not determined by the
Master Portfolio's Board of Trustees to be comparable to those
rated in the highest category, is be limited to 5% of the Money
Market Master Series' total assets, with the investment in any
one such issuer being limited to no more than the greater of 1%
of the Money Market Master Series' total assets or $1,000,000.
As to each security, these percentages are measured at the time
the Money Market Master Series purchases the security.

CERTAIN FUNDAMENTAL POLICIES. Each Master Series may (i) borrow
money to the extent permitted under the 1940 Act; (ii) invest up
to 5% of its total assets in the obligations of any single
issuer, except that up to 25% of the value of the total assets
of such Master Series may be invested (subject, in the case of
the Money Market Master Series, to the provisions of Rule 2a-7),
and obligations issued or guaranteed by the U.S. Government, its
agencies or instrumentalities may be purchased, without regard
to any such limitation; and (iii) invest up to 25% of the value
of its total assets in the securities of issuers in a particular

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industry or group of closely related industries, provided there
is no limitation on the purchase of obligations issued or
guaranteed by the U.S. Government, its agencies or
instrumentalities, and provided further that, under normal
market conditions, the Money Market Master Series invests at
least 25% of its total assets in obligations issued by banks.
This paragraph describes fundamental policies that cannot be
changed as to a Master Series without approval by the holders of
a majority (as defined in the 1940 Act) of such Master Series'
outstanding voting securities. See Item 13, "Investment
Objectives and Management Policies -- Investment Restrictions,"
in Part B.

CERTAIN ADDITIONAL NON-FUNDAMENTAL POLICIES. Each Master Series
may (i) purchase securities of any company having less than
three years' continuous operation (including operations of any
predecessors) if such purchase does not cause the value of its
investments in all such companies to exceed 5% of the value of
its total assets; (ii) pledge, hypothecate, mortgage or
otherwise encumber its assets, but only to secure permitted
borrowings; and (iii) invest up to 15% (10% in the case of the
Money Market Master Series) of the value of its net assets in
repurchase agreements providing for settlement in more than
seven days after notice and in other illiquid securities.
Although each feeder fund and LifePath Master Series reserves
the right to invest up to 15% of the value of its net assets in
illiquid securities, including repurchase agreements providing
for settlement in more than seven days after notice, as long as
such feeder fund's shares are registered for sale in a state
that imposes a lower limit on the percentage of a fund's assets
that may be so invested, such feeder fund and LifePath Master
Series will comply with the lower limit. Each feeder fund
currently is limited to investing up to 10% of the value of its
net assets in such securities due to limits applicable in
several states. See Item 13, "Investment Objectives and
Management Policies -- Investment Restrictions," in Part B.

RISK FACTORS.

GENERAL -- The net asset value per share of each LifePath Master
Series is not fixed and should be expected to fluctuate.

INVESTMENT TECHNIQUES -- (LifePath Master Series) Each LifePath
Master Series may engage in various investment techniques the
use of which involves greater risk than that incurred by other
funds with similar investment objectives. See "Appendix --
Investment Techniques." Using these techniques may affect the
degree to which a LifePath Master Series' net asset value
fluctuates.

EQUITY SECURITIES -- (LifePath Master Series) Investors should
be aware that equity securities fluctuate in value, often based
on factors unrelated to the value of the issuer of the
securities, and that fluctuations can be pronounced. Changes in
the value of a LifePath Master Series' portfolio securities
result in changes in the value of such LifePath Master Series'
shares and thus the LifePath Master Series' total returns to
investors.

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The securities of the smaller companies in which each
LifePath Master Series may invest may be subject to more abrupt
or erratic market movements than larger, more-established
companies, both because the securities typically are traded in
lower volume and because the issuers typically are subject to a
greater degree to changes in earnings and prospects.

FIXED-INCOME SECURITIES -- (LifePath Master Series) Investors
should be aware that even though interest-bearing securities are
investments which promise a stable stream of income, the prices
of such securities are inversely affected by changes in interest
rates and, therefore, are subject to the risk of market price
fluctuations. Longer-term securities are affected to a greater
extent by interest rates than shorter-term securities. The
values of fixed-income securities also may be affected by
changes in the credit rating or financial condition of the
issuing entities. Certain securities that may be purchased by
the LifePath Master Series, such as those rated Baa by Moody's
and BBB by S&P, Fitch and Duff, may be subject to such risk with
respect to the issuing entity and to greater market fluctuations
than certain lower yielding, higher rated fixed-income
securities. Securities which are rated Baa by Moody's are
considered medium-grade obligations; they are neither highly
protected nor poorly secured, and are considered by Moody's to
have speculative characteristics. Securities rated BBB by S&P
are regarded as having adequate capacity to pay interest and
repay principal, and while such debt securities ordinarily
exhibit adequate protection parameters, adverse economic
conditions or changing circumstances are more likely to lead to
a weakened capacity to pay interest and repay principal for
securities in this category than in higher rated categories.
Securities rated BBB by Fitch are considered investment grade
and of satisfactory credit quality; however, adverse changes in
economic conditions and circumstances are more likely to have an
adverse impact on these securities and, therefore, impair timely
payment. Securities rated BBB by Duff have below average
protection factors but nonetheless are considered sufficient for
prudent investment. If a security held by a LifePath Master
Series is downgraded to a rating below investment grade, such
Master Series may continue to hold the security until such time
as WFNIA determines it advantageous for the LifePath Master
Series to sell the security. If such a policy would cause a
LifePath Master Series to have 5% or more of its net assets
invested in securities that have been downgraded below
investment grade, the Master Series promptly would seek to
dispose of such securities in an orderly manner. See
"Appendix -- Portfolio Securities -- Ratings" and "Appendix" in
Part B.

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<PAGE> 67
those applicable to U.S. issuers. See "Appendix -- Portfolio
Securities -- Bank Obligations."

Because evidences of ownership of such securities
usually are held outside the United States, each Master Series
is subject to additional risks which include possible adverse
political and economic developments, possible seizure or
nationalization of foreign deposits and possible adoption of
governmental restrictions which might adversely affect the
payment of principal and interest on the foreign securities or
might restrict the payment of principal and interest to
investors located outside the country of the issuers, whether
from currency blockage or otherwise. Custodial expenses for a
portfolio of non-U.S. securities generally are higher than for a
portfolio of U.S. securities.

Since the LifePath Master Series may purchase foreign
securities in currencies of foreign countries, the value of
these assets as measured in U.S. dollars may be affected
favorably or unfavorably by changes in currency rates and
exchange control regulations. Some currency exchange costs
generally are incurred when a LifePath Master Series changes
investments from one country to another.

Furthermore, some of these securities may be subject to
brokerage or stamp taxes levied by foreign governments, which
have the effect of increasing the cost of such investment and
reducing the realized gain or increasing the realized loss on
such securities at the time of sale. Income received by a
LifePath Master Series from sources within foreign countries may
be reduced by withholding and other taxes imposed by such
countries. Tax conventions between certain countries and the
United States, however, may reduce or eliminate such taxes. All
such taxes paid by a Master Series reduce its net income
available for distribution to its interestholders.

FOREIGN CURRENCY EXCHANGE -- (LifePath Master Series) Currency
exchange rates may fluctuate significantly over short periods of
time. They generally are determined by the forces of supply and
demand in the foreign exchange markets and the relative merits
of investments in different countries, actual or perceived
changes in interest rates and other complex factors, as seen
from an international perspective. Currency exchange rates also
can be affected unpredictably by the intervention of U.S. or
foreign governments or central banks, or by the failure to
intervene, or by currency controls or political developments in
the United States or abroad. The LifePath Master Series intend
to engage in foreign currency transactions to maintain the same
foreign currency exposure as the relevant foreign securities
index through which the LifePath Master Series seek foreign
equity market exposure, but not as part of a defensive strategy
to protect against fluctuations in exchange rates.

Foreign currency transactions may occur on a spot
(i.e., cash) basis at the rate prevailing in the currency
exchange market or on a forward basis. A forward currency
exchange contract involves an obligation to purchase or sell a
specific currency at a set price on a future date which must be
more than two days from the date of the contract. The forward
foreign currency market offers less protection against default

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<PAGE> 68
than is available when trading currencies on an exchange, since
a forward currency contract is not guaranteed by an exchange or
clearinghouse. Therefore, a default on a forward currency
contract would deprive the LifePath Master Series of unrealized
profits or force such Master Series to cover its commitments for
purchase or resale, if any, at the current market price.

FOREIGN FUTURES TRANSACTIONS -- (LifePath Master Series) Unlike
trading on domestic futures exchanges, trading on foreign
futures exchanges is not regulated by the Commodity Futures
Trading Commission (the "CFTC") and generally is subject to
greater risks than trading on domestic exchanges. For example,
some foreign exchanges are principal markets so that no common
clearing facility exists and an investor may look only to the
broker for performance of the contract. WFNIA, however,
considers on an ongoing basis the creditworthiness of such
counterparties. In addition, any profits that a LifePath Master
Series might realize in trading could be eliminated by adverse
changes in the exchange rate; adverse exchange rate changes also
could cause a LifePath Master Series to incur losses.
Transactions on foreign exchanges may include both futures
contracts which are traded on domestic exchanges and those which
are not.

BANK SECURITIES -- (Money Market Master Series) To the extent
the Money Market Master Series' investments are concentrated in
the banking industry, it will have correspondingly greater
exposure to the risk factors which are characteristic of such
investments. Sustained increases in interest rates can
adversely affect the availability or liquidity and cost of
capital funds for a bank's lending activities, and a
deterioration in general economic conditions could increase the
exposure to credit losses. In addition, the value of and the
investment return on the Money Market Master Series' shares
could be affected by economic or regulatory developments in or
related to the banking industry, which industry also is subject
to the effects of the concentration of loan portfolios in
leveraged transactions and in particular businesses, and
competition within the banking industry as well as with other
types of financial institutions. The Money Market Master
Series, however, seeks to minimize its exposure to such risks by
investing only in debt securities which are determined by WFNIA
to be of high quality pursuant to procedures established by the
Master Portfolio's Board of Trustees.

OTHER INVESTMENT CONSIDERATIONS -- (LifePath Master Series)
Asset allocation and modeling strategies are employed by Wells
Fargo Bank and WFNIA for other investment companies and accounts
advised or sub-advised by Wells Fargo Bank or WFNIA. If these
strategies indicate particular securities should be purchased or
sold, at the same time, by a LifePath Master Series and one or
more of these investment companies or accounts, available
investments or opportunities for sales are allocated equitably
to each by Wells Fargo Bank or WFNIA. In some cases, this
procedure may adversely affect the size of the position obtained
for or disposed of by a LifePath Master Series or the price paid
or received by such LifePath Master Series.

Under normal market conditions, the portfolio turnover
rate for each LifePath Master Series is not expected to exceed

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<PAGE> 69
100%. A portfolio turnover rate of 100% would occur, for
example, if all of a LifePath Master Series' securities were
replaced within one year. Higher portfolio turnover rates are
likely to result in comparatively greater brokerage commissions.
In addition, short-term gains realized from portfolio
transactions are taxable to interestholders as ordinary income.
Portfolio turnover is not a limiting factor in making investment
decisions.

Item 5. Management of the Portfolio.

Barclays is the largest clearing bank in the U.K., with
$259 billion in total assets. Barclays has announced its
intention to combine WFNIA with the quantitative group of BZW
Asset Management ("BZWAM"), its international asset management
arm. BZWAM is the largest quantitative fund manager in Europe,
with approximately $32 billion of quantitative funds under
management, as of March 31, 1995. The BZW Division of Barclays,
of which BZWAM forms a part, is the investment banking arm of
Barclays and offers a full range of investment banking, capital
markets and asset management services.

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<PAGE> 70
WFNIA, which would become effective only upon the change of
control of WFNIA, and a change in the structure of the LifePath
Master Series, which also would become effective only upon the
change of control of WFNIA. It is not anticipated that the
proposed change of control or change in structure will change
the investment objective or overall investment strategy of the
Master Series.

WFNIA is responsible for managing or providing
investment advice for assets aggregating in excess of $171
billion as of March 31, 1995. Pursuant to a Sub-Investment
Advisory Agreement, WFNIA, subject to the supervision and
approval of Wells Fargo Bank, provides investment advisory
assistance and the day-to-day management of each Master Series'
assets, subject to the overall authority of the Master
Portfolio's Board of Trustees and in conformity with Delaware
law and the stated policies of such Master Series.

Under the terms of the Investment Advisory Agreement,
the Master Portfolio has agreed to pay a monthly fee at the
annual rate of 0.55% of each LifePath Master Series' average
daily net assets and 0.20% of the Money Market Master Series'
average daily net assets. Out of its fees received from the
Master Portfolio, Wells Fargo Bank has agreed to pay WFNIA a
monthly fee at the annual rate of 0.40% of each LifePath Master
Series' average daily net assets and 0.15% of the Money Market
Master Series' average daily net assets. For the fiscal year
ended February 28, 1995, the Master Portfolio paid fees of 0.55%
with respect to each LifePath Master Series' average daily net
assets, respectively, to Wells Fargo Bank for its advisory
services. Out of its advisory fees, Wells Fargo Bank paid fees
of 0.40% with respect to each LifePath Master Series' average
daily nets assets, respectively, to WFNIA for its sub-investment
advisory services for the same period.

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<PAGE> 71
facilities to conduct the Master Portfolio's business, and
compensates the Master Portfolio's Trustees, officers and
employees who are affiliated with Stephens. Stephens is not
entitled to compensation for providing administrative services
to a Master Series so long as Stephens receives fees for
providing similar services to a fund of another registered
investment company that invests all of its assets in the Master
Series.

Stephens also serves as placement agent for each Master
Series' shares.

Stephens is a full service broker/dealer and investment
advisory firm. Stephens and its predecessor have been providing
securities and investment services for more than 60 years,
including discretionary portfolio management services since
1983. Stephens currently manages investment portfolios for
pension and profit sharing plans, individual investors,
foundations, insurance companies and university endowments.

CUSTODIAN AND TRANSFER AGENT. Wells Fargo Institutional Trust
Company, N.A., 45 Fremont Street, San Francisco, California
94105 ("WFITC"), is the Master Portfolio's Custodian, but does
not receive a fee from the Master Portfolio for such services.
WFITC is owned by WFNIA and Wells Fargo & Company. Wells Fargo
Bank is the Master Portfolio's Transfer and Dividend Disbursing
Agent (the "Transfer Agent"). Wells Fargo Bank performs
transfer agency services at 525 Market Street, San Francisco,
California 94105-1308.

EXPENSES. All expenses incurred in the operation of the Master
Portfolio are borne by the Master Portfolio, except to the
extent specifically assumed by Wells Fargo Bank and Stephens.
The expenses borne by the Master Portfolio include:
organizational costs; brokerage fees and commissions, if any;
advisory fees; the compensation of Trustees who are not
affiliated with Stephens or Wells Fargo Bank or any of their
affiliates; interest charges; fees and expenses of independent
accountants and legal counsel; expenses of preparing offering
documents for regulatory purposes and for distribution to
existing interestholders, interestholders' reports, notices,
proxy statements and reports to regulatory agencies; taxes;
insurance premiums and certain expenses relating to insurance
coverage; trade association membership dues; expenses of
interestholders' meetings; expenses relating to the issuance,
registration and qualification of shares; costs of independent
pricing services; and any extraordinary expenses. Expenses
attributable to a particular Master Series are charged against
the assets of that Master Series; other expenses of the Master
Portfolio are allocated among the Master Series on the basis
determined by the Board of Trustees, including, but not limited
to, proportionately in relation to the net assets of each Master
Series.

Item 6. Capital Stock and Other Securities.

The Master Portfolio is organized as a trust under the
laws of the State of Delaware. Investors in the Master
Portfolio are each liable for all obligations of the Master

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<PAGE> 72
Portfolio. However, the risk of an investor incurring financial
loss on account of such liability is limited to circumstances in
which both inadequate insurance exists and the Master Portfolio
itself is unable to meet its obligations.

To date, the Board of Trustees has authorized the
creation of 14 separate series. All consideration received by
the Master Portfolio for shares of one of the series and all
assets in which such consideration is invested belong to that
series (subject only to the rights of creditors of the Master
Portfolio) and is subject to the liabilities related thereto.
The income attributable to, and the expenses of, one series are
treated separately from those of the other series. The Master
Portfolio has the ability to create, from time to time, new
series without interestholder approval.

MASTER SERIES SHARES ARE NOT DEPOSITS OR OBLIGATIONS
OF, OR GUARANTEED OR ENDORSED BY, ANY BANK, AND ARE NOT
FEDERALLY INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION
(THE "FDIC"), THE FEDERAL RESERVE BOARD OR ANY OTHER AGENCY.
MASTER SERIES SHARES INVOLVE CERTAIN INVESTMENT RISKS, INCLUDING
THE POSSIBLE LOSS OF PRINCIPAL. EACH LIFEPATH MASTER SERIES'
SHARE PRICE AND INVESTMENT RETURN FLUCTUATE AND ARE NOT
GUARANTEED.

Unless otherwise required by the 1940 Act, ordinarily
it is not necessary for the Master Portfolio to hold annual
meetings of interestholders. As a result, interestholders may
not consider each year the election of Trustees or the
appointment of auditors. However, the holders of at least 10%
of the shares outstanding and entitled to vote may require the
Master Portfolio to hold a special meeting of interestholders
for purposes of removing a Trustee from office. Master
Portfolio interestholders may remove a Trustee by the
affirmative vote of a majority of the Master Portfolio's
outstanding voting shares. In addition, the Board of Trustees
will call a meeting of interestholders for the purpose of
electing Trustees if, at any time, less than a majority of the
Trustees then holding office have been elected by
interestholders. Investments in a Master Series may not be
transferred, but an investor may withdraw all or any portion of
its investment at any time at net asset value.

Under the Master Portfolio's anticipated method of
operation as a partnership, each Master Series is not subject to
any income tax. However, each investor in a Master Series is
taxable on its share (as determined in accordance with the
governing instruments of the Master Portfolio) of such Master
Series' ordinary income and capital gain in determining its
income tax liability. The determination of such share is made
in accordance with the Internal Revenue Code of 1986, as amended
(the "Code"), and regulations promulgated thereunder.

Each Master Series is managed so that each investment
company that invests all of its assets in a Master Series
qualifies as a "regulated investment company" under the Code.

As of June 19, 1995 each LifePath Fund owned approximately
100% of the outstanding interests in the corresponding LifePath Master
Series and therefore could be considered to be a controlling
person of each of the corresponding LifePath Master Series for
purposes of the 1940 Act.

As of the date of this Statement of Additional Information,
Stephens owned beneficially and of record, 100% of the
outstanding interests in the Money Market Master Series
and therefore could be considered to be a controlling person of
the Money Market Master Series for purposes of the 1940 Act.
Stephens is an Arkansas corporation wholly owned by Stephens
Holding Company.

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<PAGE> 73
Item 7. Purchase of Securities.

Beneficial interests in the Master Series are issued
solely in private placement transactions which do not involve
any "public offering" within the meaning of Section 4(2) of the
1933 Act. Investments in the Master Series may be made only by
investment companies or certain other entities which are
"accredited investors" within the meaning of Regulation D under
the 1933 Act, as amended. This registration statement does not
constitute an offer to sell, or the solicitation of an offer to buy,
any "security" within the meaning of the 1933 Act.

Shares of each Master Series are sold on a continuous
basis at the net asset value per share next determined after an
order in proper form is received by the Transfer Agent. Net
asset value per share for each LifePath Master Series is
determined as of the close of trading on the New York Stock
Exchange ("NYSE") (currently 4:00 p.m., New York time) on each
day the NYSE is open for business (a "Business Day"). Net asset
value per share for the Money Market Master Series is determined
as of 12:00 noon (New York time) on each Business Day. Net
asset value per share is computed by dividing the value of the
Master Series' net assets (i.e., the value of its assets less
liabilities) by the total number of shares of such Master Series
outstanding. The Master Series' investments are valued each
Business Day generally by using available market quotations or
at fair value determined in good faith by the investment adviser
or sub-adviser pursuant to guidelines approved by the Master
Portfolio's Board of Trustees. For further information
regarding the methods employed in valuing each Master Series'
investments, see Item 19, "Purchase, Redemption and Pricing of
Securities," in Part B.

Item 8. Redemption or Repurchase.

An investor in the Master Portfolio may withdraw all or
any portion of its investment on any Business Day at the net
asset value next determined after a withdrawal request in proper
form is furnished by the investor to the Transfer Agent. When a
request is received in proper form, the Master Portfolio redeems
the shares at the next determined net asset value.

The Master Portfolio makes payment for all shares
redeemed within five days after receipt by the Transfer Agent of
a redemption request in proper form, except as provided by the
rules of the Securities and Exchange Commission. Investments in
a Master Series may not be transferred.

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<PAGE> 74
Item 9. Pending Legal Proceedings.

Not applicable.

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<PAGE> 75
APPENDIX

PORTFOLIO SECURITIES.

To the extent set forth in this offering document, each
Master Series may invest in the securities described below.

U.S. GOVERNMENT OBLIGATIONS -- U.S. Government obligations
include securities issued or guaranteed as to principal and
interest by the U.S. Government and supported by the full faith
and credit of the U.S. Treasury. U.S. Treasury obligations
differ mainly in the length of their maturity. Treasury bills,
the most frequently issued marketable government securities,
have a maturity of up to one year and are issued on a discount
basis. U.S. Government obligations also include securities
issued or guaranteed by federal agencies or instrumentalities,
including government-sponsored enterprises. Some obligations of
agencies or instrumentalities of the U.S. Government are
supported by the full faith and credit of the United States or
U.S. Treasury guarantees; others, by the right of the issuer or
guarantor to borrow from the U.S. Treasury; still others by the
discretionary authority of the U.S. Government to purchase
certain obligations of the agency or instrumentality; and
others, only by the credit of the agency or instrumentality
issuing the obligation. In the case of obligations not backed
by the full faith and credit of the United States, the investor
must look principally to the agency or instrumentality issuing
or guaranteeing the obligation for ultimate repayment, which
agency or instrumentality may be privately owned. There can be
no assurance that the U.S. Government would provide financial
support to its agencies or instrumentalities where it is not
obligated to do so. In addition, U.S. Government obligations
are subject to fluctuations in market value due to fluctuations
in market interest rates. As a general matter, the value of
debt instruments, including U.S. Government obligations,
declines when market interest rates increase and rises when
market interest rates decrease. Certain types of U.S.
Government obligations are subject to fluctuations in yield or
value due to their structure or contract terms.

FOREIGN GOVERNMENT OBLIGATIONS; SECURITIES OF SUPRANATIONAL
ENTITIES -- Each Master Series, through its investment in money
market instruments, may invest in obligations issued or
guaranteed by one or more foreign governments or any of their
political subdivisions, agencies or instrumentalities that are
determined by WFNIA to be of comparable quality to the other
obligations in which such Master Series may invest. Such
securities also include debt obligations of supranational
entities. Supranational entities include international
organizations designated or supported by governmental entities
to promote economic reconstruction or development and
international banking institutions and related government
agencies. Examples include the International Bank for
Reconstruction and Development (the World Bank), the European
Coal and Steel Community, the Asian Development Bank and the
InterAmerican Development Bank. The percentage of a Master
Series' assets invested in securities issued by foreign
governments varies depending on the relative yields of such
securities, the economic and financial markets of the countries

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in which the investments are made and the interest rate climate
of such countries.

Certificates of deposit are negotiable certificates
evidencing the obligation of a bank to repay funds deposited
with it for a specified period of time.

COMMERCIAL PAPER AND OTHER SHORT-TERM CORPORATE OBLIGATIONS --
Each Master Series may invest in commercial paper, which
consists of short-term, unsecured promissory notes issued to
finance short-term credit needs. The commercial paper purchased
by the Money Market Master Series complies with Rule 2a-7. The
commercial paper purchased by the LifePath Master Series
consists only of direct obligations which, at the time of their
purchase, are (a) rated not lower than Prime-1 by Moody's, A-1
by S&P, F-1 by Fitch or Duff-1 by Duff, (b) issued by companies
having an outstanding unsecured debt issue currently rated not
lower than Aa3 by Moody's or AA- by S&P, Fitch or Duff, or
(c) if unrated, determined by WFNIA to be of comparable quality
to those rated obligations which may be purchased by such Master
Series.

REPURCHASE AGREEMENTS -- Each Master Series may enter into
repurchase agreements, which involve the acquisition by a Master
Series of an underlying debt instrument, subject to an

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obligation of the seller to repurchase, and such Master Series
to resell, the instrument at a fixed price usually not more than
one week after its purchase. The Master Portfolio's custodian
or sub-custodian will have custody of, and will hold in a
segregated account, securities acquired by a Master Series under
a repurchase agreement. Repurchase agreements are considered by
the staff of the Securities and Exchange Commission to be loans
by the Master Series entering into them. In an attempt to
reduce the risk of incurring a loss on a repurchase agreement,
each Master Series enters into repurchase agreements only with
federally regulated or insured banks or primary government
securities dealers reporting to the Federal Reserve Bank of New
York or their affiliates, or, under certain circumstances, banks
with total assets in excess of $5 billion or domestic
broker/dealers with total equity capital in excess of $100
million, with respect to securities of the type in which such
Master Series may invest or government securities regardless of
their remaining maturities, and requires that additional
securities be deposited with it if the value of the securities
purchased should decrease below the repurchase price. WFNIA
monitors on an ongoing basis the value of the collateral to
assure that it always equals or exceeds the repurchase price.
Certain costs may be incurred by a Master Series in connection
with the sale of the securities if the seller does not
repurchase them in accordance with the repurchase agreement. In
addition, if bankruptcy proceedings are commenced with respect
to the seller of the securities, realization on the securities
by a Master Series may be delayed or limited. Each Master
Series considers on an ongoing basis the creditworthiness of the
institutions with which it enters into repurchase agreements.

UNREGISTERED NOTES -- Each Master Series may purchase unsecured
promissory notes ("Notes") which are not readily marketable and
have not been registered under the 1933 Act, provided such
investments are consistent with such Master Series' goal. The
Notes purchased by the Money Market Master Series must have
remaining maturities of 13 months or less, must be deemed by the
Master Portfolio's Board of Trustees to present minimal credit
risks and must meet the quality criteria set forth under Item 4,
"General Description of Registrant -- Management Policies --
Money Market Master Series." No Master Series invests more than
15% (10% in the case of the Money Market Master Series) of the
value of its net assets in Notes and in other illiquid
securities.

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plus accrued interest upon a specified number of days' notice to
the holders of such obligations. The interest rate on a
floating-rate demand obligation is based on a known lending
rate, such as a bank's prime rate, and is adjusted automatically
each time such rate is adjusted. The interest rate on a
variable-rate demand obligation is adjusted automatically at
specified intervals. Frequently, such obligations are secured
by letters of credit or other credit support arrangements
provided by banks. Because these obligations are direct lending
arrangements between the lender and borrower, it is not
contemplated that such instruments generally will be traded.
There generally is no established secondary market for these
obligations, although they are redeemable at face value.
Accordingly, where these obligations are not secured by letters
of credit or other credit support arrangements, the Master
Series' right to redeem is dependent on the ability of the
borrower to pay principal and interest on demand. Such
obligations frequently are not rated by credit rating agencies,
and each Master Series may invest in obligations which are not
so rated only if WFNIA determines that at the time of investment
the obligations are of comparable quality to the other
obligations in which such Master Series may invest. WFNIA, on
behalf of each Master Series, considers on an ongoing basis the
creditworthiness of the issuers of illiquid securities including
floating- and variable-rate demand obligations in such Master
Series' portfolio. No Master Series will invest more than 15%
(10% in the case of the Money Market Master Series) of the value
of its net assets in illiquid securities, including floating- or
variable-rate demand obligations as to which it cannot exercise
the demand feature on not more than seven days' notice if there
is no secondary market available for these obligations.

PARTICIPATION INTERESTS -- Each Master Series may purchase from
financial institutions participation interests in securities in
which such Master Series may invest. A participation interest
gives the Master Series an undivided interest in the security in
the proportion that the Master Series' participation interest
bears to the total principal amount of the security. These
instruments may have fixed, floating or variable rates of
interest with, in the case of the Money Market Master Series,
remaining maturities of 13 months or less. If the participation
interest is unrated, or has been given a rating below that which
is permissible for purchase by the Master Series, the
participation interest must be backed by an irrevocable letter
of credit or guarantee of a bank, or the payment obligation
otherwise must be collateralized by U.S. Government obligations,
or, in the case of unrated participation interests, WFNIA must
have determined that the instrument is of comparable quality to
those instruments in which such Master Series may invest. Prior
to a Master Series' purchase of any such instrument backed by a
letter of credit or guarantee of a bank, WFNIA evaluates the
creditworthiness of the bank, considering all factors which it
deems relevant, which generally may include review of the bank's
cash flow, level of short-term debt, leverage, capitalization,
the quality and depth of management, profitability, return on
assets, and economic factors relative to the banking industry.
For certain participation interests, the Master Series has the
right to demand payment, on not more than seven days' notice,
for all or any part of the Master Series' participation interest
in the security, plus accrued interest. As to these

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instruments, each Master Series intends to exercise its right to
demand payment only upon a default under the terms of the
security, as needed to provide liquidity to meet redemptions, or
to maintain or improve the quality of its investment portfolio.

MORTGAGE-RELATED SECURITIES -- Each LifePath Master Series may
invest in mortgage-related securities ("MBSs"), which are
securities representing interests in a pool of loans secured by
mortgages. The resulting cash flow from these mortgages is used
to pay principal and interest on the securities. MBSs are
assembled for sale to investors by various government-sponsored
enterprises such as the Federal National Mortgage Association
("FNMA") and the Federal Home Loan Mortgage Corporation
("FHLMC") or are guaranteed by such government agencies as the
Government National Mortgage Association ("GNMA"). Regardless
of the type of guarantee, all MBSs are subject to interest rate
risk (i.e., exposure to loss due to changes in interest rates).

GNMA MBSs include GNMA Mortgage Pass-Through
Certificates (also known as "Ginnie Maes") which are guaranteed
as to the full and timely payment of principal and interest by
GNMA and such guarantee is backed by the authority of GNMA to
borrow funds from the U.S. Treasury to make payments under its
guarantee. GNMA is a wholly-owned U.S. government corporation
within the Department of Housing and Urban Development and, as
such, GNMA obligations are obligations of the United States and
are backed by the full faith and credit of the federal
government. In contrast, MBSs issued by FNMA include FNMA
Guaranteed Mortgage Pass-Through Certificates (also known as
"Fannie Maes") which are solely the obligations of FNMA and are
neither backed by nor entitled to the full faith and credit of
the United States. FNMA is a government-sponsored enterprise
which is a private corporation whose stock trades on the NYSE.
Fannie Maes are guaranteed as to timely payment of principal and
interest by FNMA. MBSs issued by FHLMC include FHLMC Mortgage
Participation Certificates (also known as "Freddie Macs" or
"PCs"). FHLMC is a government-sponsored enterprise whose MBSs
are solely the obligations of FHLMC. Therefore, Freddie Macs
are not guaranteed by the United States or by any Federal Home
Loan Bank and do not constitute a debt or obligation of the
United States or of any Federal Home Loan Bank. FHLMC
guarantees timely payment of interest, but only the ultimate
payment of principal under the obligations it issues. FHLMC
may, under certain circumstances, remit the guaranteed payment
of principal at any time after default on an underlying
mortgage, but in no event later than one year after the
guarantee becomes payable.

AMERICAN, EUROPEAN AND CONTINENTAL DEPOSITARY RECEIPTS -- Each
LifePath Master Series' assets may be invested in the securities
of foreign issuers in the form of American Depositary Receipts
("ADRs") and European Depositary Receipts ("EDRs"). These
securities may not necessarily be denominated in the same
currency as the securities into which they may be converted.
ADRs are receipts typically issued by a United States bank or
trust company which evidence ownership of underlying securities
issued by a foreign corporation. EDRs, which are sometimes
referred to as Continental Depositary Receipts ("CDRs"), are
receipts issued in Europe typically by non-United States banks
and trust companies that evidence ownership of either foreign or

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domestic securities. Generally, ADRs in registered form are
designed for use in the U. S. securities markets and EDRs and
CDRs in bearer form are designed for use in Europe. Each
LifePath Master Series may invest in ADRs, EDRs and CDRs through
"sponsored" or "unsponsored" facilities. A sponsored facility
is established jointly by the issuer of the underlying security
and a depositary, whereas a depositary may establish an
unsponsored facility without participation by the issuer of the
deposited security. Holders of unsponsored depositary receipts
generally bear all the costs of such facilities and the
depositary of an unsponsored facility frequently is under no
obligation to distribute interestholder communications received
from the issuer of the deposited security or to pass through
voting rights to the holders of such receipts in respect of the
deposited securities.

CONVERTIBLE SECURITIES -- Each LifePath Master Series may
purchase fixed-income convertible securities, such as bonds or
preferred stock, which may be converted at a stated price within
a specified period of time into a specified number of shares of
common stock of the same or a different issuer. Convertible
securities are senior to common stock in a corporation's capital
structure, but usually are subordinated to non-convertible debt
securities. While providing a fixed-income stream (generally
higher in yield than the income from a common stock but lower
than that afforded by a non-convertible debt security), a
convertible security also affords an investor the opportunity,
through its conversion feature, to participate in the capital
appreciation of the common stock into which it is convertible.

In general, the market value of a convertible security
is the higher of its "investment value" (i.e., its value as a
fixed-income security) or its "conversion value" (i.e., the
value of the underlying shares of common stock if the security
is converted). As a fixed-income security, the market value of
a convertible security generally increases when interest rates
decline and generally decreases when interest rates rise.
However, the price of a convertible security also is influenced
by the market value of the security's underlying common stock.
Thus, the price of a convertible security generally increases as
the market value of the underlying stock increases and generally
decreases as the market value of the underlying stock declines.
Investments in convertible securities generally entail less risk
than investments in the common stock of the same issuer.

WARRANTS -- Each LifePath Master Series may invest generally up
to 5% of its net assets in warrants, except that this limitation
does not apply to warrants acquired in units or attached to
securities. A warrant is an instrument issued by a corporation
which gives the holder the right to subscribe to a specified
amount of the corporation's capital stock at a set price for a
specified period of time.

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restrictions on resale, participation interests that are not
subject to the demand feature described above, floating- and
variable-rate demand obligations as to which the Master Series
cannot exercise the related demand feature described above on
not more than seven days' notice and as to which there is no
secondary market and repurchase agreements providing for
settlement in more than seven days after notice. Disposing of
illiquid securities may involve additional costs and require
additional time. However, if a substantial market of qualified
institutional buyers develops pursuant to Rule 144A under the
1933 Act, for certain of these securities held by a Master
Series, such Master Series intends to treat such securities as
liquid securities in accordance with procedures approved by the
Master Portfolio's Board of Trustees. Because it is not
possible to predict with assurance how the market for restricted
securities pursuant to Rule 144A will develop, the Master
Portfolio's Board of Trustees has directed WFNIA to monitor
carefully each Master Series' investments in such securities
with particular regard to trading activity, availability of
reliable price information and other relevant information. To
the extent that for a period of time, qualified institutional
buyers cease purchasing such restricted securities pursuant to
Rule 144A, a Master Series' investing in such securities may
have the effect of increasing the level of illiquidity in such
Master Series' portfolio during such period.

INVESTMENT COMPANY SECURITIES -- Each Master Series may invest
in securities issued by other investment companies which
principally invest in securities of the type in which such
Master Series invests. Under the 1940 Act, a Master Series'
investment in such securities currently is limited to, subject
to certain exceptions, (i) 3% of the total voting stock of any
one investment company, (ii) 5% of such Master Series' net
assets with respect to any one investment company and (iii) 10%
of such Master Series' net assets in the aggregate. Investments
in the securities of other investment companies involve
duplication of advisory fees and certain other expenses.

RATINGS -- The ratings of Moody's, S&P, Fitch and Duff represent
their opinions as to the quality of the obligations which they
undertake to rate. It should be emphasized, however, that
ratings are relative and subjective and, although ratings may be
useful in evaluating the safety of interest and principal
payments, they do not evaluate the market value risk of such
obligations. Therefore, although these ratings may be an
initial criterion for selection of portfolio investments, WFNIA
also evaluates such obligations and the ability of their issuers
to pay interest and principal. Each Master Series relies on
WFNIA's judgment, analysis and experience in evaluating the
creditworthiness of an issuer. In this evaluation, WFNIA takes
into consideration, among other things, the issuer's financial
resources, its sensitivity to economic conditions and trends,
the quality of the issuer's management and regulatory matters.
It also is possible that a rating agency might not timely change
the rating on a particular issue to reflect subsequent events.
See Item 4, "General Description of Registrant -- Risk
Factors -- Fixed-Income Securities."

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INVESTMENT TECHNIQUES.

STOCK INDEX OPTIONS -- (LifePath Master Series) Each LifePath
Master Series may purchase and write (i.e., sell) put and call
options on stock indices as a substitute for comparable market
positions in the underlying securities. A stock index
fluctuates with changes in the market values of the stocks
included in the index. The aggregate premiums paid on all
options purchased may not exceed 20% of a LifePath Master
Series' total assets and the value of options written or
purchased may not exceed 10% of the value of a LifePath Master
Series' total assets.

The effectiveness of purchasing or writing stock index
options depends upon the extent to which price movements in the
LifePath Master Series' portfolio correlate with price movements
of the stock index selected. Because the value of an index
option depends upon movements in the level of the index rather
than the price of a particular stock, whether a LifePath Master
Series realizes a gain or loss from purchasing or writing stock
options on an index depends upon movements in the level of stock
prices in the stock market generally or, in the case of certain
indices, in an industry or market segment, rather than movements
in the price of a particular stock.

When a LifePath Master Series writes an option on a
stock index, such LifePath Master Series places in a segregated
account with the Master Portfolio's custodian cash or liquid
securities in an amount at least equal to the market value of
the underlying stock index and maintains the account while the
option is open or otherwise covers the transaction.

FUTURES TRANSACTIONS -- IN GENERAL -- (LifePath Master Series)
None of the LifePath Master Series is a commodity pool. To the
extent permitted by applicable regulations, each LifePath Master
Series is permitted to use futures as a substitute for a
comparable market position in the underlying securities.

Each LifePath Master Series may trade futures contracts
and may purchase and write options on futures contracts in U.S.
domestic markets, such as the Chicago Board of Trade and the
International Monetary Market of the Chicago Mercantile
Exchange, or, to the extent permitted under applicable law, on
exchanges located outside the United States, such as the London
International Financial Futures Exchange, the Deutscher
Aktienindex and the Sydney Futures Exchange Limited. See Item
4, "General Description of Registrant -- Risk Factors -- Foreign
Futures Transactions."

Each LifePath Master Series' futures transactions must
constitute permissible transactions pursuant to regulations

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promulgated by the CFTC. In addition, a LifePath Master Series
may not engage in futures transactions if the sum of the amount
of initial margin deposits and premiums paid for unexpired
options on futures contracts other than those contracts entered
into for bona fide hedging purposes, would exceed 5% of the
liquidation value of the Master Series' assets, after taking
into account unrealized profits and unrealized losses on such
contracts it has entered into; provided, however, that in the
case of an option that is in-the-money at the time of purchase,
the in-the-money amount may be excluded in calculating this 5%
liquidation limit. Pursuant to regulations and/or published
positions of the Securities and Exchange Commission, a LifePath
Master Series may be required to segregate cash or high quality
money market instruments in connection with its futures
transactions in an amount generally equal to the entire value of
the underlying security.

Initially, when purchasing or selling futures contracts
a LifePath Master Series is required to deposit with the
Portfolio's custodian in the broker's name an amount of cash or
cash equivalents up to approximately 10% of the contract amount.
This amount is subject to change by the exchange or board of
trade on which the contract is traded. Members of such exchange
or board of trade may impose their own higher requirements.
This amount is known as "initial margin" and is in the nature of
a performance bond or good faith deposit on the contract which
is returned to the LifePath Master Series upon termination of
the futures position, assuming all contractual obligations have
been satisfied. Subsequent payments to and from the broker,
known as "variation margin," are made daily as the price of the
index or securities underlying the futures contract fluctuates,
making the long and short positions in the futures contract more
or less valuable, a process known as "marking-to-market." At
any time prior to the expiration of a futures contract, the
LifePath Master Series may elect to close the position by taking
an opposite position, at the then-prevailing price, thereby
terminating its existing position in the contract.

Although each LifePath Master Series may purchase or
sell futures contracts only if there is an active market for
such contracts, no assurance can be given that a liquid market
exists for any particular contract at any particular time. Many
futures exchanges and boards of trade limit the amount of
fluctuation permitted in futures contract prices during a single
trading day. Once the daily limit has been reached in a
particular contract, no trades may be made that day at a price
beyond that limit or trading may be suspended for specified
periods during the trading day. Futures contract prices could
move to the limit for several consecutive trading days with
little or no trading, thereby preventing prompt liquidation of
futures positions and potentially subjecting the relevant
LifePath Master Series to substantial losses. If it is not
possible, or the LifePath Master Series determines not to close
a futures position in anticipation of adverse price movements,
it will be required to make daily cash payments of variation
margin.

An option on a futures contract gives the purchaser the
right, in return for the premium paid, to assume a position in a
futures contract (a long position if the option is a call and a

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short position if the option is a put) at a specified exercise
price at any time during the option exercise period. The writer
(i.e., seller) of the option is required upon exercise to assume
an offsetting futures position (a short position if the option
is a call and a long position if the option is a put). Upon
exercise of the option, the assumption of offsetting futures
positions by both the writer and the holder of the option is
accompanied by delivery of the accumulated cash balance in the
writer's futures margin account in the amount by which the
market price of the futures contract, at exercise, exceeds (in
the case of a call) or is less than (in the case of a put) the
exercise price of the option on the futures contract.

STOCK INDEX FUTURES AND OPTIONS ON STOCK INDEX FUTURES --
(LifePath Master Series) Each LifePath Master Series may
purchase and sell stock index futures contracts and options on
stock index futures contracts.

A stock index future obligates the seller to deliver
(and the purchaser to take), effectively, an amount of cash
equal to a specific dollar amount times the difference between
the value of a specific stock index at the close of the last
trading day of the contract and the price at which the agreement
is made. No physical delivery of the underlying stocks in the
index is made. With respect to stock indices that are permitted
investments, each LifePath Master Series intends to purchase and
sell futures contracts on the stock index for which it can
obtain the best price with consideration also given to
liquidity.

INTEREST RATE FUTURES CONTRACTS AND OPTIONS ON INTEREST RATE
FUTURES CONTRACTS -- (LifePath Master Series) Each LifePath
Master Series may invest in interest rate futures contracts and
options on interest rate futures contracts as a substitute for a
comparable market position in the underlying securities.

Each LifePath Master Series also may write options on
interest rate futures contracts as part of closing purchase
transactions to terminate its options positions. No assurance
can be given that such closing transactions can be effected or
concerning the degree of correlation between price movements in
the options on interest rate futures and price movements in the
LifePath Master Series' portfolio securities which are the
subject of the transaction.

INTEREST RATE AND INDEX SWAPS -- (LifePath Master Series) Each
LifePath Master Series may enter into interest rate and index
swaps in pursuit of its investment objective. Interest rate
swaps involve the exchange by a LifePath Master Series with
another party of their respective commitments to pay or receive
interest (for example, an exchange of floating-rate payments for
fixed-rate payments). Index swaps involve the exchange by a
LifePath Master Series with another party of cash flows based
upon the performance of an index or a portion of an index
(usually including dividends or income). In each case, the
exchange commitments can involve payments to be made in the same
currency or in different currencies.

Each LifePath Master Series usually enters into swaps
on a net basis. In so doing, only the net difference of the

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payment obligations is exchanged between the counterparties. If
a LifePath Master Series enters into a swap, it maintains a
segregated account in an amount equivalent to the gross value of
its payment obligations unless the contract provides otherwise.
If the party to such a transaction defaults on a swap, the
Master Series has contractual remedies pursuant to the
agreements related to the transaction. In such a case, the
LifePath Master Series' risk of loss consists of the net amount
of payments that the LifePath Master Series contractually is
entitled to receive.

The use of interest rate and index swaps is a highly
specialized activity which involves investment techniques
different from those associated with ordinary portfolio security
transactions. There is no limit, except as provided below, on
the amount of swap transactions that may be entered into by a
Master Series. These transactions generally do not involve the
delivery of securities or other underlying assets or principal.
Accordingly, the risk of loss with respect to swaps generally is
limited to the net amount of payments that the LifePath Master
Series is contractually obligated to receive. No LifePath
Master Series invests more than 15% of the value of its net
assets in swaps that are illiquid, and in other illiquid
securities.

FOREIGN CURRENCY TRANSACTIONS -- (LifePath Master Series) Each
LifePath Master Series may engage in currency exchange
transactions either on a spot (i.e., cash) basis at the rate
prevailing in the currency exchange market, or by entering into
forward contracts to purchase or sell currencies. A forward
currency exchange contract involves an obligation between two
parties to exchange a specific currency at a set price on a
future date, which must be more than two days from the date of
the contract. These contracts are entered into in the interbank
market conducted directly between currency traders (typically
commercial banks or other financial institutions) and their
customers.

Each LifePath Master Series may combine forward
currency exchange contracts with investments in securities
denominated in other currencies.

Each LifePath Master Series also may maintain short
positions in forward currency exchange transactions, which would
involve the Master Series agreeing to exchange an amount of a
currency it did not currently own for another currency at a
future date in anticipation of a decline in the value of the
currency sold relative to the currency such Master Series
contracted to receive in the exchange.

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Master Series can increase its income through the investment of
such collateral. Each Master Series continues to be entitled to
payments in amounts equal to the dividends, interest and other
distributions payable on the loaned security and receives
interest on the amount of the loan. Such loans are terminable
at any time upon specified notice. A Master Series might
experience risk of loss if the institution with which it has
engaged in a portfolio loan transaction breaches its agreement
with such Master Series.

FORWARD COMMITMENTS -- (All Master Series) Each Master Series
may purchase securities on a when-issued or forward commitment
basis, which means that the price is fixed at the time of
commitment but delivery and payment ordinarily take place a
number of days after the date of the commitment to purchase. A
Master Series makes commitments to purchase such securities only
with the intention of actually acquiring the securities, but the
Master Series may sell these securities before the settlement
date if it is deemed advisable. The Master Series accrue income
in respect of a security purchased on a forward commitment basis
prior to its stated delivery date.

Securities purchased on a when-issued or forward
commitment basis and certain other securities held in the Master
Series' portfolio are subject to changes in value (both
generally changing in the same way, i.e., appreciating when
interest rates decline and depreciating when interest rates
rise) based upon the public's perception of the creditworthiness
of the issuer and changes, real or anticipated, in the level of
interest rates. Securities purchased on a when-issued or
forward commitment basis may expose the relevant Master Series
to risk because they may experience such fluctuations prior to
their actual delivery. Purchasing securities on a when-issued
or forward commitment basis can involve the additional risk that
the yield available in the market when the delivery takes place
actually may be higher than that obtained in the transaction
itself. A segregated account of each Master Series consisting
of cash, U.S. Government obligations or other high-quality
liquid debt securities at least equal at all times to the amount
of the when-issued or forward commitments is established and
maintained at the Master Portfolio's custodian bank. Purchasing
securities on a forward commitment basis when a Master Series is
fully or almost fully invested may result in greater potential
fluctuation in the value of such Master Series' net assets and
its net asset value per share.

BORROWING MONEY -- (All Master Series) As a fundamental policy,
each Master Series is permitted to borrow to the extent
permitted under the 1940 Act. However, each Master Series
currently intends to borrow money only for temporary or
emergency (not leveraging) purposes, in an amount up to one-
third of the value of its total assets (including the amount
borrowed) valued at the lesser of cost or market, less
liabilities (not including the amount borrowed) at the time the
borrowing is made. While borrowings exceed 5% of a Master
Series' total assets, such Master Series will not make any
investments.

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- ------------------------------------------------------------------

MASTER INVESTMENT PORTFOLIO
STRUCTURED MASTER SERIES

Asset Allocation Master Series
U.S. Treasury Allocation Master Series
Short-Term Allocation Master Series
Growth and Value Master Series
Money Market Master Series

PART B -- STATEMENT OF ADDITIONAL INFORMATION
June 28, 1995

- ------------------------------------------------------------------

Item 10. Cover Page.

Master Investment Portfolio ("Master Portfolio") is a
registered, open-end, management investment company. The Master
Portfolio is a "series fund," which is a mutual fund divided
into separate portfolios. This Part B is not a Prospectus and
should be read in conjunction with the Master Portfolio's Part
A, also dated June 28,1995. All terms used in this Part B that
are defined in Part A have the meanings assigned in Part A. A
copy of Part A may be obtained without charge by writing
Stephens Inc. ("Stephens"), the Master Portfolio's sponsor,
administrator and placement agent, at 111 Center Street, Little
Rock, Arkansas 72201, or by calling Stephens at (800) 643-9691.
The Master Portfolio's Registration Statement may be examined at
the office of the Securities and Exchange Commission ("SEC") in
Washington, D.C.

Item 11. Table of Contents.

<TABLE>
<CAPTION>
Page
----
<S> <C>
General Information and History..............B-2
Investment Objectives and Policies...........B-2
Management of the Master Portfolio...........B-8
Control Persons and Principal Holders of
Securities ..................................B-11
Investment Advisory and Other Services.......B-11
Brokerage Allocation and Other Practices.....B-13
Capital Stock and Other Securities...........B-14
Purchase, Redemption and Pricing of
Securities ..................................B-15
Tax Status ..................................B-17
Underwriters.................................B-18
Calculations of Performance Data.............B-18
Financial Information........................B-18
Appendix ....................................B-19

</TABLE>
<PAGE> 88

Item 12. General Information and History.

Not applicable.

Item 13. Investment Objectives and Policies.

The following information supplements and should be
read in conjunction with Item 4 in Part A.

Investment Objectives. The Structured Master Series consists of
three asset allocation funds and a quantitative fund (the
"Structured Master Series") offered by Master Investment
Portfolio (the "Master Portfolio"), an open-end, management
investment company known as a mutual fund. By this offering
document, the Master Portfolio is offering five diversified
funds (the "Master Series") -- the Structured Master Series and
a money market fund (the "Money Market Master Series").
Currently, only the Asset Allocation Master Series and the U.S.
Treasury Allocation Master Series have commenced operations.

Each Master Series' investment objective is set forth
in Item 4, "General Description of Registrant -- Investment
Objective," of Part A. There can be no assurance that the
investment objectives of each Master Series will be achieved.
Each Master Series' investment objective cannot be changed
without approval by the holders of a majority (as defined in the
Investment Company Act of 1940, as amended (the "Act")) of such
Master Series' outstanding voting shares.

Wells Fargo Bank, N.A. ("Wells Fargo Bank") serves as
each Master Series' investment adviser. Wells Fargo Nikko
Investment Advisors ("WFNIA") serves as each Master Series' sub-
investment adviser. Stephens Inc. ("Stephens") serves as
placement agent of each Master Series' shares.

Portfolio Securities.

Bank Obligations. (All Master Series) Domestic
commercial banks organized under Federal law are supervised and
examined by the Comptroller of the Currency and are required to
be members of the Federal Reserve System and to have their
deposits insured by the Federal Deposit Insurance Corporation
(the "FDIC"). Domestic banks organized under state law are
supervised and examined by state banking authorities but are
members of the Federal Reserve System only if they elect to
join. In addition, state banks whose certificates of deposit
("CDs") may be purchased by each Master Series are insured by
the FDIC (although such insurance may not be of material benefit
to the Master Series, depending on the principal amount of the
CDs of each bank held by the Master Series) and are subject to
Federal examination and to a substantial body of Federal law and
regulation. As a result of Federal or state laws and
regulations, domestic branches of domestic banks whose CDs may
be purchased by each Master Series generally are required, among

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<PAGE> 89

other things, to maintain specified levels of reserves, are
limited in the amounts which they can loan to a single borrower
and are subject to other regulation designed to promote
financial soundness. However, not all of such laws and
regulations apply to the foreign branches of domestic banks.

Obligations of foreign branches of domestic banks,
foreign subsidiaries of domestic banks and domestic and foreign
branches of foreign banks, such as CDs and time deposits
("TDs"), may be general obligations of the parent banks in
addition to the issuing branch, or may be limited by the terms
of a specific obligation and governmental regulation. Such
obligations are subject to different risks than are those of
domestic banks. These risks include foreign economic and
political developments, foreign governmental restrictions that
may adversely affect payment of principal and interest on the
obligations, foreign exchange controls and foreign withholding
and other taxes on interest income. These foreign branches and
subsidiaries are not necessarily subject to the same or similar
regulatory requirements that apply to domestic banks, such as
mandatory reserve requirements, loan limitations, and
accounting, auditing and financial record keeping requirements.
In addition, less information may be publicly available about a
foreign branch of a domestic bank or about a foreign bank than
about a domestic bank.

Obligations of United States branches of foreign banks
may be general obligations of the parent bank in addition to the
issuing branch, or may be limited by the terms of a specific
obligation or by Federal or state regulation as well as
governmental action in the country in which the foreign bank has
its head office. A domestic branch of a foreign bank with
assets in excess of $1 billion may be subject to reserve
requirements imposed by the Federal Reserve System or by the
state in which the branch is located if the branch is licensed
in that state.

In addition, Federal branches licensed by the
Comptroller of the Currency and branches licensed by certain
states ("State Branches") may be required to: (1) pledge to the
regulator, by depositing assets with a designated bank within
the state, a certain percentage of their assets as fixed from
time to time by the appropriate regulatory authority; and (2)
maintain assets within the state in an amount equal to a
specified percentage of the aggregate amount of liabilities of
the foreign bank payable at or through all of its agencies or
branches within the state. The deposits of Federal and State
Branches generally must be insured by the FDIC if such branches
take deposits of less than $100,000.

In view of the foregoing factors associated with the
purchase of CDs and TDs issued by foreign branches of domestic
banks, by foreign subsidiaries of domestic banks, by foreign
branches of foreign banks or by domestic branches of foreign

- 3 -
<PAGE> 90

banks, WFNIA carefully evaluates such investments on a case-by-
case basis.

Each Master Series may purchase CDs issued by banks,
savings and loan associations and similar thrift institutions
with less than $1 billion in assets, which are members of the
FDIC, provided such Master Series purchases any such CD in a
principal amount of not more than $100,000, which amount would
be fully insured by the Bank Insurance Fund or the Savings
Association Insurance Fund administered by the FDIC. Interest
payments on such a CD are not insured by the FDIC. No Master
Series will own more than one such CD per such issuer.

Management Policies.

Futures Contracts and Options on Futures Contracts.
(Structured Master Series) The Structured Master Series may
enter into futures contracts and may purchase and write options
thereon. Upon exercise of an option on a futures contract, the
writer of the option delivers to the holder of the option the
futures position and the accumulated balance in the writer's
futures margin account, which represents the amount by which the
market price of the futures contract exceeds, in the case of a
call, or is less than, in the case of a put, the exercise price
of the option on the futures contract. The potential loss
related to the purchase of options on futures contracts is
limited to the premium paid for the option (plus transaction
costs). Because the value of the option is fixed at the time of
sale, there are no daily cash payments to reflect changes in the
value of the underlying contract; however, the value of the
option does change daily and that change would be reflected in
the net asset value of the relevant Master Series.

Future Developments. (Structured Master Series) Each
Structured Master Series may take advantage of opportunities in
the area of options and futures contracts and options on futures
contracts and any other derivative investments which are not
presently contemplated for use by such Master Series or which
are not currently available but which may be developed, to the
extent such opportunities are both consistent with a Structured
Master Series' investment objective and legally permissible for
the Master Series. Before entering into such transactions or
making any such investment, the Structured Master Series will
provide appropriate disclosure in its prospectus.

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<PAGE> 91

Government securities or irrevocable letters of credit issued by
banks whose securities meet the standards for investment by such
Master Series to be the equivalent of cash. From time to time,
a Master Series may return to the borrower or a third party
which is unaffiliated with the Master Portfolio, and which is
acting as a "placing broker," a part of the interest earned from
the investment of collateral received for securities loaned.

The Securities and Exchange Commission currently
requires that the following conditions must be met whenever
portfolio securities are loaned: (1) the Master Series must
receive at least 100% cash collateral from the borrower; (2) the
borrower must increase such collateral whenever the market value
of the securities rises above the level of such collateral;
(3) the Master Series must be able to terminate the loan at any
time; (4) the Master Series must receive reasonable interest on
the loan, as well as any dividends, interest or other
distributions payable on the loaned securities, and any increase
in market value; (5) the Master Series may pay only reasonable
custodian fees in connection with the loan; and (6) while voting
rights on the loaned securities may pass to the borrower, the
Master Portfolio's Board of Trustees must terminate the loan and
regain the right to vote the securities if a material event
adversely affecting the investment occurs. These conditions may
be subject to future modification.

Investment Restrictions. Each Master Series has
adopted investment restrictions numbered 1 through 10 as
fundamental policies. These restrictions cannot be changed, as
to a Master Series, without approval by the holders of a
majority (as defined in the Investment Company Act of 1940, as
amended (the "1940 Act")) of such Master Series' outstanding
voting securities. Investment restrictions numbered 11 through
17 are not fundamental policies and may be changed by vote of a
majority of the Trustees of the Master Portfolio at any time.
No Master Series may:

1. 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 (subject, in the case of the Money
Market Master Series, to the provisions of Rule 2a-7 under the
1940 Act) 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.

2. 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.

3. Invest in commodities, except that each Master
Series may purchase and sell (i.e., write) options, forward
contracts, futures contracts, including those relating to
indexes, and options on futures contracts or indexes.

- 5 -

<PAGE> 92

4. Purchase, hold or deal in real estate, or oil, gas
or other mineral leases or exploration or development programs,
but each Master Series may purchase and sell securities that are
secured by real estate or issued by companies that invest or
deal in real estate.

5. Borrow money, except to the extent permitted under
the 1940 Act, provided that each of the Asset Allocation Master
Series and the U.S. Treasury Allocation Master Series may borrow
up to 20% of the current value of its net assets for temporary
purposes only in order to meet redemptions, and these borrowings
may be secured by the pledge of up to 20% of the current value
of its net assets (but investments may not be purchased while
any such outstanding borrowing in excess of 5% of its net assets
exists). For purposes of this investment restriction, a Master
Series' entry into options, forward contracts, futures
contracts, including those relating to indexes, and options on
futures contracts or indexes shall not constitute borrowing to
the extent certain segregated accounts are established and
maintained by the Master Series.

6. Make loans to others, except through the purchase
of debt obligations and the entry into repurchase agreements.
However, each Master Series may lend its portfolio securities in
an amount not to exceed 33-1/3% of the value of its total
assets. Any loans of portfolio securities will be made
according to guidelines established by the Securities and
Exchange Commission and the Master Portfolio's Board of
Trustees.

7. Act as an underwriter of securities of other
issuers, except to the extent the Master Series may be deemed an
underwriter under the Securities Act of 1933, as amended, by
virtue of disposing of portfolio securities.

8. 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 the Money Market Master
Series under normal market conditions may not invest less than
25% of its total assets in obligations issued by banks, and in
the case of each Master Series, there shall be no limitation
with respect to investments in (i) obligations of the U.S.
Government, its agencies or instrumentalities; (ii) in the case
of the stock portion of the Asset Allocation Master Series, any
industry in which the S&P 500 Index becomes concentrated to the
same degree during the same period (provided that, with respect
to the stock and money market portions of the Asset Allocation
Master Series), the Master Series will be concentrated as
specified above only to the extent the percentage of its assets
invested in those categories of investments is sufficiently
large that 25% or more of its total assets would be invested in
a single industry); and (iii) in the case of the money market
portion of the Asset Allocation Master Series, its money market
instruments may be concentrated in the banking industry (but it

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<PAGE> 93

will not do so unless the SEC staff confirms that it does not
object to the Master Series reserving freedom of action to
concentrate investments in the banking industry).

9. Issue any senior security (as such term is defined
in Section 18(f) of the 1940 Act), except to the extent the
activities permitted in Investment Restriction Nos. 3, 5, 12 and
13 may be deemed to give rise to a senior security.

10. Purchase securities on margin, but each Master
Series may make margin deposits in connection with transactions
in options, forward contracts, futures contracts, including
those relating to indexes, and options on futures contracts or
indexes.

11. Invest in the securities of a company for the
purpose of exercising management or control, but each Master
Series will vote the securities it owns in its portfolio as a
shareholder in accordance with its views.

12. Pledge, mortgage or hypothecate its assets, except
to the extent necessary to secure permitted borrowings and to
the extent related to the purchase of securities on a when-
issued or forward commitment basis and the deposit of assets in
escrow in connection with writing covered put and call options
and collateral and initial or variation margin arrangements with
respect to options, forward contracts, futures contracts,
including those relating to indexes, and options on futures
contracts or indexes.

13. Purchase, sell or write puts, calls or combinations
thereof, except as may be described in the Master Series'
offering documents.

14. Purchase securities of any company having less than
three years' continuous operations (including operations of any
predecessors) unless the securities are fully guaranteed or
insured by the U.S. Government, a state, commonwealth,
possession, territory, the District of Columbia or by an entity
in existence at least three years, or the securities are backed
by the assets and revenues of any of the foregoing, if such
purchase would cause the value of its investments in all such
companies to exceed 5% of the value of its total assets.

15. Enter into repurchase agreements providing for
settlement in more than seven days after notice or purchase
securities which are illiquid, if, in the aggregate, more than
10%, in the case of the Money Market Master Series, or 15%, in
the case of a Structured Master Series, of the value of its net
assets would be so invested.

16. Purchase securities of other investment companies,
except to the extent permitted under the 1940 Act.

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<PAGE> 94

17. Purchase or retain securities of any issuer if the
officers or Directors of the Company, the Trusts or the
investment adviser owning beneficially more than one-half of one
percent (0.5%) of the securities of the issuer together owned
beneficially more than 5% of such securities.

If a percentage restriction is adhered to at the time
of investment, a later change in percentage resulting from a
change in values or assets, except with respect to compliance
with Investment Restriction No. 5, will not constitute a
violation of such restriction.

Item 14. Management of the Master Portfolio.

Trustees and officers of the Master Portfolio, together
with information as to their principal business occupations
during at least the last five years, are shown below. The
address of each, unless otherwise indicated, is 111 Center
Street, Little Rock, Arkansas 72201. Each Trustee who is deemed
to be an "interested person" of the Master Portfolio, as defined
in the 1940 Act, is indicated by an asterisk.

<TABLE>
<CAPTION>
Principal Occupations
Name, Address and Age Position During Past 5 Years
- --------------------- -------- ---------------------
<S> <C> <C>
Jack S. Euphrat, 73 Trustee Private Investor.
415 Walsh Road
Atherton, CA 94027.

*R. Greg Feltus, 44 Trustee, Senior Vice President
Chairman and of Stephens; Manager
President of Financial Services
Group; President of
Stephens Insurance
Services Inc.; Senior
Vice President of
Stephens Sports
Management Inc.; and
President of
Investors Brokerage
Insurance Inc.

Thomas S. Goho, 53 Trustee Associate Professor
321 Beechcliff Court of Finance of the
Winston-Salem, NC 27104 School of Business
and Accounting at
Wake Forest
University since
1983. Financial
Planner and President
of Piedmont Financial
Planning since 1983.
</TABLE>

- 8 -

<PAGE> 95

<TABLE>
<S> <C> <C>
*Zoe Ann Hines, 46 Trustee Senior Vice President
of Stephens and
Director of Brokerage
Accounting; and
Secretary of Stephens
Resource Management.

*W. Rodney Hughes, 69 Trustee Private Investor.
31 Dellwood Court
San Rafael, CA 94901

Robert M. Joses, 77 Trustee Private Investor.
47 Dowitcher Way
San Rafael, CA 94901

*J. Tucker Morse, 51 Trustee Real Estate
10 Legrae Street Developer; Chairman
Charleston, SC 29401 of Renaissance
Properties Ltd.;
President of Morse
Investment
Corporation; and Co-
Managing Partner of
Main Street Ventures.

Richard H. Blank, Jr., 39 Chief Associate of
Operating Financial Services
Officer, Group of Stephens;
Secretary and Director of Stephens
Treasurer Sports Management
Inc.; and Director of
Capo Inc.

Larry W. Bowden, 41 Vice President Vice President of
Stephens and
Assistant Manager of
Financial Services
Group; Senior Vice
President of Stephens
Insurance Services
Inc.

Ellen M. Gray, 65 Vice President Senior Vice President
of Stephens and
Director of Investors
Brokerage Insurance
Inc. Prior thereto,
Senior Vice President
of Eppler, Guerin &
Turner, Inc.

E. Curtis Jeffries, 38 Vice President Associate of
-- Marketing Financial Services
Group of Stephens.

</TABLE>

- 9 -
<PAGE> 96

<TABLE>
<S> <C> <C>
Prior thereto,
Account Supervisor of
Brooks-Pollard Co.

Jane G. Johnson, 41 Vice President Associate of
Financial Services
Group of Stephens.

Michael W. Nolte, 34 Assistant Associate of
Secretary Financial Services
Group of Stephens.

Ann Bonsteel, 32 Assistant Associate of
Secretary Financial Services
Group of Stephens.

</TABLE>

COMPENSATION TABLE

<TABLE>
<CAPTION>
Total Compensation
Aggregate Compensation from Registrant
Name and Position from Registrant and Fund Complex
- ----------------- ---------------------- ------------------
<S> <C> <C>
Jack S. Euphrat $0 $34,188
Trustee

*R. Greg Feltus 0 0
Trustee

Thomas S. Goho 0 34,188
Trustee

*Zoe Ann Hines 0 0
Trustee

*W. Rodney Hughes 0 32,188
Trustee

Robert M. Joses 0 34,188
Trustee

*J. Tucker Morse 0 32,188
Trustee

</TABLE>

- 10 -

<PAGE> 97

Trustees and/or Officers of Stagecoach Trust, Life & Annuity
Trust, Master Investment Trust and Managed Series Investment
Trust, each of which are registered open-end management
investment companies and each of which is considered to be in
the same "fund complex", as such term is defined in Form N-1A
under the 1940 Act, as the Master Portfolio. The Trustees are
compensated by other Companies and Trusts within the fund
complex for their services as directors/trustees to such
Companies and Trusts. Currently, the Trustees do not receive
any compensation from the Master Portfolio (although they are
reimbursed for out-of-pocket expenses) and do not receive any
retirement benefits or deferred compensation from the Master
Portfolio or fund complex.

There ordinarily will be no meetings of shareholders
for the purpose of electing Trustees unless and until such time
as less than a majority of the Trustees holding office have been
elected by shareholders, at which time the Trustees then in
office will call a shareholders' meeting for the election of
Trustees. Under the 1940 Act, shareholders of record of not
less than two-thirds of the outstanding shares of the Master
Portfolio may remove a Trustee through a declaration in writing
or by vote cast in person or by proxy at a meeting called for
that purpose. Under the Master Portfolio's Declaration of
Trust, the Trustees are required to call a meeting of
shareholders for the purpose of voting upon the question of
removal of any such Trustee when requested in writing to do so
by the shareholders of record of not less than 10% of the Master
Portfolio's outstanding shares.

Item 15. Control Persons and Principal Holders of Securities.

As of June 19, 1995, the Asset Allocation Fund and U.S.
Treasury Allocation Fund of Stagecoach Inc., 111 Center Street,
Little Rock, Arkansas 72201, owned approximately 100% of the
voting securities of the Asset Allocation Master Series and
approximately 100% of the voting securities of the U.S. Treasury
Allocation Master Series, respectively, and each Fund could be
considered a controlling person of the corresponding Master
Series for purposes of the 1940 Act.

As of June 1, 1995, Stephens owned, beneficially and of
record, 100% of the outstanding interests in each of the other
Master Series and therefore could be considered to be a
controlling person of the Trust for purposes of the 1940 Act.
Stephens, whose address is 111 Center Street, Little Rock,
Arkansas 72201, is an Arkansas corporation wholly owned by
Stephens Holding Company.

Item 16. Investment Advisory and Other Services.

The following information supplements and should be
read in conjunction with Item 5 in Part A.

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<PAGE> 98

Investment Advisory Agreement. Wells Fargo Bank
provides investment advisory services to each Master Series
pursuant to the Investment Advisory Agreement (the "Advisory
Agreement") dated February 25, 1994 with the Master Portfolio.
As to each Master Series, the Advisory Agreement is subject to
annual approval by (i) the Master Portfolio's Board of Trustees
or (ii) vote of a majority (as defined in the 1940 Act) of the
outstanding voting securities of such Master Series, provided
that in either event the continuance also is approved by a
majority of the Master Portfolio's Board of Trustees who are not
"interested persons" (as defined in the 1940 Act) of the Master
Portfolio or Wells Fargo Bank, by vote cast in person at a
meeting called for the purpose of voting on such approval. As
to each Master Series, the Advisory Agreement is terminable
without penalty, on 60 days' written notice, by the Master
Portfolio's Board of Trustees or by vote of the holders of a
majority of such Master Series' shares, or, on not less than 60
days' written notice, by Wells Fargo Bank. The Advisory
Agreement will terminate automatically, as to the relevant
Master Series, in the event of its assignment (as defined in the
1940 Act).

For the period from May 26, 1994 (commencement of
operations) to February 28, 1995, the Master Series paid the
following advisory fees to Wells Fargo Bank, and Wells Fargo
Bank waived the amounts shown:

<TABLE>
<CAPTION>
Fees
Fees Paid Waived/Reimbursed
--------- -----------------
<S> <C> <C>
Asset Allocation Master Series $666,053 $0
U.S. Treasury Allocation
Master Series $128,994 $0

</TABLE>

Sub-Investment Advisory Agreement. WFNIA provides sub-
investment advisory services to each Master Series pursuant to
the Sub-Investment Advisory Agreement (the "Sub-Advisory
Agreement") dated February 28, 1994 with Wells Fargo Bank. As
to each Master Series, the Sub-Advisory Agreement is subject to
annual approval by (i) the Master Portfolio's Board of Trustees
or (ii) vote of a majority (as defined in the 1940 Act) of the
outstanding voting securities of such Master Series, provided
that in either event the continuance also is approved by a
majority of the Master Portfolio's Board of Trustees who are not
"interested persons" (as defined in the 1940 Act) of the Master
Portfolio or WFNIA, by vote cast in person at a meeting called
for the purpose of voting on such approval. As to each Master
Series, the Sub-Advisory Agreement is terminable without
penalty, on 60 days' written notice, by the Master Portfolio's
Board of Trustees or by vote of the holders of a majority of
such Master Series' shares, or, on not less than 60 days'
written notice, by WFNIA. The Sub-Advisory Agreement terminates
automatically, as to the relevant Master Series, in the event of
its assignment (as defined in the 1940 Act).

- 12 -

<PAGE> 99

For the period from May 26, 1994 (commencement of
operations) to February 28, 1995, Wells Fargo Bank paid the
following sub-advisory fees to WFNIA for services provided on
behalf of the Master Series, and WFNIA waived the amounts shown:

<TABLE>
<CAPTION>
Fees
Fees Paid Waived/Reimbursed
--------- -----------------
<S> <C> <C>
Asset Allocation Master Series $375,907 $0
U.S. Treasury Allocation
Master Series $ 64,439 $0

</TABLE>

Administration Agreement. Stephens provides administrative services to the
Master Portfolio pursuant to an Administration Agreement dated February 25, 1994
(the "Administration Agreement"). Under the Administration Agreement, Stephens
provides as administrative services, among other things: (i) general supervision
of the operation of the Master Portfolio and the Master Series, including
coordination of the services performed by the investment adviser, transfer and
dividend disbursing agent, custodians, interestholder servicing agent(s),
independent auditors and legal counsel; (ii) regulatory compliance, including
the compilation of information for documents such as reports to, and filings
with, the SEC and state securities commissions, and preparation of proxy
statements and interestholder reports for the Master Series; and (iii) general
supervision relative to the compilation of data required for the preparation of
periodic reports distributed to the Master Portfolio's officers and Board of
Trustees. Stephens also furnishes office space and certain facilities required
for conducting the business of the Master Portfolio together with those ordinary
clerical and bookkeeping services that are not being furnished by Wells Fargo.
Stephens also pays the compensation of the Master Portfolio's Trustees, officers
and employees who are affiliated with Stephens.

Stephens is not entitled to compensation for providing administrative
services to a Master Series so long as Stephens receives fees for providing
similar services to a fund of another investment company which invests all of
its assets in such Master Series.

Item 17. Brokerage Allocation and Other Practices.

General. WFNIA assumes general supervision over
placing orders on behalf of the Master Portfolio for the
purchase or sale of portfolio securities. Allocation of
brokerage transactions, including their frequency, is made in
the best judgment of WFNIA and in a manner deemed fair and
reasonable to shareholders. The primary consideration is prompt
execution of orders at the most favorable net price.

Asset Allocation Master Series and Growth and Value Master
Series. Brokers also are selected because of their ability to
handle special executions such as are involved in large block
trades or broad distributions, provided the primary
consideration is met. Portfolio turnover may vary from year to
year, as well as within a year. High turnover rates over 100%
are likely to result in comparatively greater brokerage
expenses. The overall reasonableness of brokerage commissions
paid is evaluated by WFNIA based upon its knowledge of available
information as to the general level of commissions paid by other
institutional investors for comparable services.

U.S. Treasury Allocation Master Series and Short-Term
Allocation Master Series. Purchases and sales of portfolio
securities for each of these Master Series usually are principal
transactions. Portfolio securities ordinarily are purchased
directly from the issuer or from an underwriter or market maker.
Usually no brokerage commissions are paid by these Master Series
for such purchases and sales. The prices paid to the
underwriters of newly-issued securities usually include a
concession paid by the issuer to the underwriter, and purchases
of securities from market makers may include the spread between
the bid and asked price.

Money Market Master Series. Portfolio securities
ordinarily are purchased directly from the issuer or an
underwriter or a market maker for the securities. Usually no
brokerage commissions are paid for such purchases. Purchases
from underwriters of portfolio securities include a concession
paid by the issuer to the underwriter and the purchase price
paid to market makers for the securities may include the spread
between the bid and asked price.

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<PAGE> 100

Transactions are allocated to various dealers by the
Money Market Master Series' investment personnel in their best
judgment. Subject to the primary consideration, dealers may be
selected to act on an agency basis for research, statistical or
other services to enable WFNIA to supplement its own research
and analysis with the views and information of other securities
firms.

On February 28, 1995, the Master Series owned
securities of their "regular brokers or dealers" or their
parents, as defined in the 1940 Act, as follows:

<TABLE>
<S> <C> <C>
Asset Allocation Master
Series Merrill Lynch & Co $256,742
Salomon Inc. $125,568

</TABLE>

Item 18. Capital Stock and Other Securities.

Under the Declaration of Trust, the Trustees are
authorized to issue shares of beneficial interests in each
Master Series. Investors in a Master Series are entitled to
participate pro rata in distributions of taxable income, loss,
gain and credit of such Master Series. Upon liquidation or
dissolution of a Master Series, investors are entitled to share
pro rata in such Master Series' net assets available for
distribution to its investors. Investments in the Master Series
have no preference, pre-exemptive, conversion or similar rights
and are fully paid and non-assessable, except as set forth
below. Investments in the Master Series may not be transferred.
No certificates are issued.

Each investor is entitled to a vote, with respect to
matters affecting each of the Master Portfolio's series, in
proportion to the amount of its investment in the Master
Portfolio. Investors in the Master Portfolio do not have
cumulative voting rights, and investors holding more than 50% of
the aggregate beneficial interest in the Master Portfolio may
elect all of the Trustees of the Master Portfolio if they choose
to do so and in such event the other investors in the Master
Portfolio would not be able to elect any Trustee. The Master
Portfolio is not required to hold annual meetings of investors
but the Master Portfolio will hold special meetings of investors
when in the judgment of the Master Portfolio's Trustees it is
necessary or desirable to submit matters for an investor vote.

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<PAGE> 101

it is clear that the interests of such Master Series in the
matter are identical or that the matter does not affect any
interest of such Master Series. However, the Rule exempts the
selection of independent accountants and the election of
Trustees from the separate voting requirements of the Rule.

Item 19. Purchase, Redemption and Pricing of Securities.

The following information supplements and should be read in
conjunction with Items 7 and 8 in Part A.

Purchase of Securities. Beneficial interests in each
Master Series are issued solely in private placement
transactions which do not involve any "public offering" within
the meaning of Section 4(2) of the Securities Act of 1933, as
amended (the "1933 Act"). Investments in the Master Series may
only be made by investment companies or certain other entities
which are "accredited investors" within the meaning of
Regulation D under the 1933 Act. This registration statement
does not constitute an offer to sell, or the solicitation of an
offer to buy, any "security" within the meaning of the 1933 Act.

Suspension of Redemptions. The right of redemption of
Master Series shares may be suspended or the date of payment
postponed (a) during any period when the New York Stock Exchange
is closed (other than customary weekend and holiday closings),
(b) when trading in the markets the Master Series ordinarily
utilizes is restricted, or when an emergency exists as
determined by the Securities and Exchange Commission so that
disposal of the Master Series' investments or determination of
its net asset value is not reasonably practicable, or (c) for
such other periods as the Securities and Exchange Commission by
order may permit to protect the Master Series' shareholders.

Pricing of Securities.

Asset Allocation Master Series and Growth and Value
Master Series. The securities of each of these Master Series,
including covered call options written by the Master Series, are
valued as follows: domestic securities are valued at the last
sale price on the domestic securities or commodities exchange or
national securities market on which such securities primarily
are traded. Securities not listed on a domestic exchange or
national securities market, or securities in which there were no
transactions, are valued at the most recent bid prices. Short-
term investments are carried at amortized cost, which
approximates value. Any securities or other assets for which
recent market quotations are not readily available are valued at
fair value as determined in good faith by Wells Fargo pursuant
to guidelines approved by the Master Portfolio's Board of
Trustees. Expenses and fees, including advisory fees, are
accrued daily and taken into account for the purpose of
determining the net asset value of a Master Series' shares.

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<PAGE> 102

Restricted securities, as well as securities or other
assets for which market quotations are not readily available, or
are not valued by a pricing service approved by the Master
Portfolio's Board of Trustees, are valued at fair value as
determined in good faith by Wells Fargo in accordance with
guidelines approved by the Master Portfolio's Board of Trustees.
Wells Fargo and the Master Portfolio's Board of Trustees
periodically review the method of valuation. In making its good
faith valuation of restricted securities, Wells Fargo generally
takes the following factors into consideration: restricted
securities which are, or are convertible into, securities of the
same class of securities for which a public market exists
usually are valued at market value less the same percentage
discount at which purchased. This discount is revised
periodically if it is believed that the discount no longer
reflects the value of the restricted securities. Restricted
securities not of the same class as securities for which a
public market exists usually will be valued initially at cost.
Any subsequent adjustments from cost are made in accordance with
guidelines approved by the Master Portfolio's Board of Trustees.

U.S. Treasury Allocation Master Series and Short-Term
Allocation Master Series. The investments of each of these
Master Series are valued each business day using available
market quotations or at fair value as determined by one or more
independent pricing services (collectively, the "Service")
approved by the Master Portfolio's Board of Trustees. The
Service may use available market quotations, employ electronic
data processing techniques and/or a matrix system to determine
valuations. The Service's procedures are reviewed by the Master
Portfolio's officers in accordance with guidelines approved by
the Master Portfolio's Board of Trustees. Expenses and fees,
including advisory fees, are accrued daily and are taken into
account for the purpose of determining the net asset value of a
Master Series' shares.

Money Market Master Series. The valuation of the Money
Market Master Series investment securities is based upon their
amortized cost which does not take into account unrealized
capital gains or losses. This involves valuing an instrument at
its cost and thereafter assuming a constant amortization to
maturity of any discount or premium, regardless of the impact of
fluctuating interest rates on the market value of the
instrument. While this method provides certainty in valuation,
it may result in periods during which value, as determined by
amortized cost, is higher or lower than the price the Money
Market Master Series would receive if it sold the instrument.

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<PAGE> 103

of the Money Market Master Series' investment holdings by the
Master Portfolio's Board of Trustees, at such intervals as it
deems appropriate, to determine whether the Money Market Master
Series' net asset value calculated by using available market
quotations or market equivalents deviates from $1.00 per share
based on amortized cost. In such review, investments for which
market quotations are readily available will be valued at the
most recent bid price or yield equivalent for such securities or
for securities of comparable maturity, quality and type, as
obtained from one or more of the major market makers for the
securities to be valued. Other investments and assets will be
valued at fair value as determined in good faith by the Master
Portfolio's Board of Trustees.

The extent of any deviation between the Money Market
Master Series' net asset value based upon available market
quotations or market equivalents and $1.00 per share based on
amortized cost will be examined by the Master Portfolio's Board
of Trustees. If such deviation exceeds 1/2 of 1%, the Master
Portfolio's Board of Trustees promptly will consider what
action, if any, will be initiated. In the event the Master
Portfolio's Board of Trustees determines that a deviation exists
which may result in material dilution or other unfair results to
investors, it has agreed to take such corrective action as it
regards as necessary and appropriate, including: selling
portfolio instruments prior to maturity to realize capital gains
or losses or to shorten average portfolio maturity; withholding
dividends or paying distributions from capital or capital gains;
redeeming shares in kind; or establishing a net asset value per
share by using available market quotations or market
equivalents.

New York Stock Exchange Closings. The holidays (as
observed) on which the New York Stock Exchange is closed
currently are: New Year's Day, Presidents' Day, Good Friday,
Memorial Day, Independence Day, Labor Day, Thanksgiving Day and
Christmas Day.

Item 20. Tax Status.

The Master Portfolio is organized as a business trust
under Delaware law. Under the Master Portfolio's current method
of operation as a partnership, no Master Series will be subject
to any income tax. However, each investor in a Master Series
will be taxable on its share (as determined in accordance with
the governing instruments of the Master Portfolio) of such
Master Series' ordinary income and capital gain in determining
its income tax liability. The determination of such share will
be made in accordance with the Internal Revenue Code of 1986, as
amended (the "Code"), and regulations promulgated thereunder.

The Master Portfolio's taxable year-end is February 28.
Although the Master Portfolio will not be subject to Federal
income tax, it will file appropriate Federal income tax returns.

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<PAGE> 104

Each Master Series' assets, income and distributions
will be managed in such a way that an investor in the Master
Series will be able to satisfy the requirements of Subchapter M
of the Code, assuming that the investor invested all of its
investable assets in the Master Series. Investors are advised
to consult their own tax advisors as to the tax consequences of
an investment in the Master Series.

Item 21. Underwriters.

The exclusive placement agent for the Master Portfolio
is Stephens, which receives no compensation for serving in this
capacity. Registered broker/dealers and investment companies,
insurance company separate accounts, common and commingled trust
funds, group trust and similar organizations and entities which
constitute accredited investors as defined in the regulations
adopted under the 1933 Act, may continuously invest in a Master
Series of the Master Portfolio.

Item 22. Calculations of Performance Data.

Not applicable.

Item 23. Financial Information.

For the fiscal year ended February 28, 1995, Coopers &
Lybrand L.L.P. served as the Master Portfolio's independent
auditors and expressed an unqualified opinion on the financial
statements of the Master Portfolio. For the fiscal year ending
on the last day of February, 1996, and pursuant to the
recommendation of the Master Portfolio's audit committee, the
Board of Trustees selected KPMG Peat Marwick LLP as the
independent auditors for the Master Portfolio. KPMG Peat
Marwick LLP provides audit services, tax return preparation and
assistance and consultation in connection with review of certain
SEC filings. KPMG Peat Marwick LLP's address is Three
Embarcadero Center, San Francisco, California 94111. The
audited financial statements for the Asset Allocation Master
Series and U.S. Treasury Allocation Master Series are
incorporated in this Part B by reference to post-effective
amendment no. 8 to the Registration Statement on Form N-1A of
Stagecoach Inc. filed with the SEC on or about June 26, 1995.

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<PAGE> 105

APPENDIX

Description of certain ratings assigned by Standard &
Poor's Corporation ("S&P"), Moody's Investors Service, Inc.
("Moody's"), Fitch Investors Service, Inc. ("Fitch"), Duff &
Phelps, Inc. ("Duff") and IBCA Inc. and IBCA Limited ("IBCA"):

S&P

Bond Ratings

AAA

Bonds rated "AAA" have the highest rating assigned by
S&P. Capacity to pay interest and repay principal is extremely
strong.

Bonds rated "AA" have a very strong capacity to pay
interest and repay principal and differ from the highest rated
issues only in small degree.

Bonds rated "A" have a strong capacity to pay interest
and repay principal although they are somewhat more susceptible
to the adverse effects of changes in circumstances and economic
conditions than obligations in higher rated categories.

BBB

Bonds rated "BBB" are regarded as having an adequate
capacity to pay interest and repay principal. Whereas they
normally exhibit adequate protection parameters, adverse
economic conditions or changing circumstances are more likely to
lead to a weakened capacity to pay interest and repay principal
for bonds in this category than for bonds in higher rated
categories.

S&P's letter ratings may be modified by the addition of
a plus (+) or minus (-) sign designation, which is used to show
relative standing within the major rating categories, except in
the AAA (Prime Grade) category.

Commercial Paper Rating

The designation "A-1" by S&P indicates that the degree
of safety regarding timely payment is either overwhelming or
very strong. Those issues determined to possess overwhelming
safety characteristics are denoted with a plus sign (+)
designation. Capacity for timely payment on issues with an
"A-2" designation is strong. However, the relative degree of
safety is not as high as for issues designated "A-1".

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<PAGE> 106

Moody's

Bond Ratings

Aaa

Bonds which are rated "Aaa" are judged to be of the
best quality. They carry the smallest degree of investment risk
and are generally referred to as "gilt edge." Interest payments
are protected by a large or by an exceptionally stable margin
and principal is secure. While the various protective elements
are likely to change, such changes as can be visualized are most
unlikely to impair the fundamentally strong position of such
issues.

Bonds which are rated "Aa" are judged to be of high
quality by all standards. Together with the "Aaa" group they
comprise what generally are known as high grade bonds. They are
rated lower than the best bonds because margins of protection
may not be as large as in Aaa securities or fluctuation of
protective elements may be of greater amplitude or there may be
other elements present which make the long-term risks appear
somewhat larger than in Aaa securities.

Bonds which are rated "A" possess many favorable
investment attributes and are to be considered as upper medium
grade obligations. Factors giving security to principal and
interest are considered adequate, but elements may be present
which suggest a susceptibility to impairment sometime in the
future.

Baa

Bonds which are rated "Baa" are considered as medium
grade obligations, i.e., they are neither highly protected nor
poorly secured. Interest payments and principal security appear
adequate for the present but certain protective elements may be
lacking or may be characteristically unreliable over any great
length of time. Such bonds lack outstanding investment
characteristics and in fact have speculative characteristics as
well.

Moody's applies the numerical modifiers "1", "2" and
"3" to show relative standing within the major rating
categories, except in the "Aaa" category. The modifier "1"
indicates a ranking for the security in the higher end of a
rating category; the modifier "2" indicates a mid-range ranking;
and the modifier "3" indicates a ranking in the lower end of a
rating category.

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<PAGE> 107

Commercial Paper Rating

The rating "Prime-1 (P-1)" is the highest commercial
paper rating assigned by Moody's. Issuers of "P-1" paper must
have a superior capacity for repayment of short-term promissory
obligations, and ordinarily will be evidenced by leading market
positions in well established industries, high rates of return
on funds employed, conservative capitalization structures with
moderate reliance on debt and ample asset protection, broad
margins in earnings coverage of fixed financial charges and high
internal cash generation, and well established access to a range
of financial markets and assured sources of alternate liquidity.

Issuers (or relating supporting institutions) rated
"Prime-2 (P-2)" have a strong capacity for repayment of short-
term promissory obligations. This ordinarily will be evidenced
by many of the characteristics cited above but to a lesser
degree. Earnings trends and coverage ratios, while sound, will
be more subject to variation. Capitalization characteristics,
while still appropriate, may be more affected by external
conditions. Ample alternate liquidity is maintained.

Fitch

Bond Ratings

The ratings represent Fitch's assessment of the
issuer's ability to meet the obligations of a specific debt
issue or class of debt. The ratings take into consideration
special features of the issue, its relationship to other
obligations of the issuer, the current financial condition and
operative performance of the issuer and of any guarantor, as
well as the political and economic environment that might affect
the issuer's future financial strength and credit quality.

AAA

Bonds rated "AAA" are considered to be investment grade
and of the highest credit quality. The obligor has an
exceptionally strong ability to pay interest and repay
principal, which is unlikely to be affected by reasonably
foreseeable events.

Bonds rated "AA" are considered to be investment grade
and of very high credit quality. The obligor's ability to pay
interest and repay principal is very strong, although not quite
as strong as bonds rated "AAA". Because bonds rated in the
"AAA" and "AA" categories are not significantly vulnerable to
foreseeable future developments, short-term debt of these
issuers is generally rated "F-1+".

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<PAGE> 108

Bonds rated "A" are considered to be investment grade
and of high credit quality. The obligor's ability to pay
interest and repay principal is considered to be strong, but may
be more vulnerable to adverse changes in economic conditions and
circumstances than bonds with higher ratings.

BBB

Bonds rated "BBB" are considered to be investment grade
and of satisfactory credit quality. The obligor's ability to
pay interest and repay principal is considered to be adequate.
Adverse changes in economic conditions and circumstances,
however, are more likely to have an adverse impact on these
bonds and, therefore, impair timely payment. The likelihood
that the ratings of these bonds will fall below investment grade
is higher than for bonds with higher ratings.

Plus (+) and minus (-) signs are used with a rating
symbol to indicate the relative position of a credit within the
rating category.

Short-Term Ratings

Fitch's short-term ratings apply to debt obligations
that are payable on demand or have original maturities of up to
three years, including commercial paper, certificates of
deposit, medium-term notes, and municipal and investment notes.

Although the credit analysis is similar to Fitch's bond
rating analysis, the short-term rating places greater emphasis
than bond ratings on the existence of liquidity necessary to
meet the issuer's obligations in a timely manner.

F-1+

Exceptionally Strong Credit Quality. Issues assigned
this rating are regarded as having the strongest degree of
assurance for timely payment.

F-1

Very Strong Credit Quality. Issues assigned this
rating reflect an assurance of timely payment only slightly less
in degree than issues rated F-1+.

F-2

Good Credit Quality. Issues carrying this rating have
a satisfactory degree of assurance for timely payments, but the
margin of safety is not as great as the F-1+ and F-1 categories.

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<PAGE> 109

Duff

Bond Ratings

AAA

Bonds rated "AAA" are considered highest credit
quality. The risk factors are negligible, being only slightly
more than for risk-free U.S. Treasury debt.

Bonds rated "AA" are considered high credit quality.
Protection factors are strong. Risk is modest but may vary
slightly from time to time because of economic conditions.

Bonds rated "A" have protection factors which are
average but adequate. However, risk factors are more variable
and greater in periods of economic stress.

BBB

Bonds rated "BBB" are considered to have below average
protection factors but still considered sufficient for prudent
investment. Considerable variability in risk during economic
cycles.

Plus (+) and minus (-) signs are used with a rating
symbol (except "AAA") to indicate the relative position of a
credit within the rating category.

Commercial Paper Rating

The rating "Duff-1" is the highest commercial paper
rating assigned by Duff. Paper rated "Duff-1" is regarded as
having very high certainty of timely payment with excellent
liquidity factors which are supported by ample asset protection.
Risk factors are minor. Paper rated "Duff-2" is regarded as
having good certainty of timely payment, good access to capital
markets and sound liquidity factors and company fundamentals.
Risk factors are small.

IBCA

Bond and Long-Term Ratings

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<PAGE> 110

rated "AA" by IBCA. Capacity for timely repayment of principal
and interest is substantial. Adverse changes in business,
economic or financial conditions may increase investment risk
albeit not very significantly.

Commercial Paper and Short-Term Ratings

The designation "A1" by IBCA indicates that the
obligation is supported by a very strong capacity for timely
repayment. Those obligations rated "A1+" are supported by the
highest capacity for timely repayment. Obligations rated "A2"
are supported by a strong capacity for timely repayment,
although such capacity may be susceptible to adverse changes in
business, economic or financial conditions.

International and U.S. Bank Ratings

An IBCA bank rating represents IBCA's current
assessment of the strength of the bank and whether such bank
would receive support should it experience difficulties. In its
assessment of a bank, IBCA uses a dual rating system comprised
of Legal Ratings and Individual Ratings. In addition, IBCA
assigns banks Long- and Short-Term Ratings as used in the
corporate ratings discussed above. Legal Ratings, which range
in gradation from 1 through 5, address the question of whether
the bank would receive support provided by central banks or
shareholders if it experienced difficulties, and such ratings
are considered by IBCA to be a prime factor in its assessment of
credit risk. Individual Ratings, which range in gradations from
A through E, represent IBCA's assessment of a bank's economic
merits and address the question of how the bank would be viewed
if it were entirely independent and could not rely on support
from state authorities or its owners.

B-24
<PAGE> 111
- ----------------------------------------------------------------

MASTER INVESTMENT PORTFOLIO
INDEX MASTER SERIES

Small/Medium Stock Index Master Series
International Stock Index Master Series
S&P 500 Index Master Series
Bond Index Master Series

Money Market Master Series

PART B -- STATEMENT OF ADDITIONAL INFORMATION
June 28, 1995

- ----------------------------------------------------------------

Item 10. Cover Page.

Item 11. Table of Contents.

Page
----
<S> <C>
General Information and History............. B-2
Investment Objectives and Policies.......... B-2
Management of the Master Portfolio.......... B-9
Control Persons and Principal Holders of
Securities................................. B-13
Investment Advisory and Other Services...... B-14
Brokerage Allocation and Other Practices.... B-15
Capital Stock and Other Securities.......... B-16
Purchase, Redemption and Pricing of
Securities................................. B-17
Tax Status.................................. B-20
Underwriters................................ B-20
Calculations of Performance Data............ B-21
Financial Information....................... B-21
Appendix.................................... B-22

</TABLE>

<PAGE> 112

Item 12. General Information and History.

Not applicable.

Item 13. Investment Objectives and Policies.

The following information supplements and should be
read in conjunction with Item 4 in Part A.

Investment Objectives. The Index Master Series consists of four
index funds (the "Index Master Series") offered by Master
Investment Portfolio (the "Master Portfolio"), an open-end,
management investment company known as a mutual fund. By this
offering document, the Master Portfolio is offering five
diversified funds (the "Master Series") -- the Index Master
Series and a money market fund (the "Money Market Master
Series"). Currently, only the Asset Allocation Master Series
and the U.S. Treasury Allocation Master Series have commenced
operations.

Portfolio Securities.

B-2

<PAGE> 113

B-3

<PAGE> 114

banks, WFNIA carefully evaluates such investments on a case-by-
case basis.

Management Policies.

Stock Index Options. (International Stock Index Master
Series) The International Stock Index Master Series may
purchase and write put and call options on stock indexes.
Options on stock indexes are similar to options on stock except
that (a) the expiration cycles of stock index options are
monthly, while those of stock options are currently quarterly,
and (b) the delivery requirements are different. Instead of
giving the right to take or make delivery of stock at a
specified price, an option on a stock index gives the holder the
right to receive a cash "exercise settlement amount" equal to
(i) the amount, if any, by which the fixed exercise price of the
option exceeds (in the case of a put) or is less than (in the
case of a call) the closing value of the underlying index on the
date of exercise, multiplied by (ii) a fixed "index multiplier."
Receipt of this cash amount will depend upon the closing level
of the stock index upon which the option is based being greater
than, in the case of a call, or less than, in the case of a put,
the exercise price of the option. The amount of cash received
will be equal to such difference between the closing price of
the index and the exercise price of the option expressed in
dollars times a specified multiple. The writer of the option is
obligated, in return for the premium received, to make delivery
of this amount. The writer may offset its position in stock
index options prior to expiration by entering into a closing
transaction on an exchange or it may let the option expire
unexercised.

Futures Contracts and Options on Futures Contracts.
(Index Master Series) The Index Master Series may enter into
futures contracts and may purchase and write options thereon.
Upon exercise of an option on a futures contract, the writer of
the option delivers to the holder of the option the futures
position and the accumulated balance in the writer's futures
margin account, which represents the amount by which the market
price of the futures contract exceeds, in the case of a call, or
is less than, in the case of a put, the exercise price of the
option on the futures contract. The potential loss related to
the purchase of options on futures contracts is limited to the
premium paid for the option (plus transaction costs). Because

B-4

<PAGE> 115

the value of the option is fixed at the time of sale, there are
no daily cash payments to reflect changes in the value of the
underlying contract; however, the value of the option does
change daily and that change would be reflected in the net asset
value of the relevant Master Series.

Foreign Currency Transactions. (International Stock
Index Master Series only) If the International Stock Index
Master Series enters into a foreign currency transaction, the
Master Series will deposit, if required by applicable
regulations, with the Master Portfolio's custodian cash or high
grade debt securities in a segregated account of the Master
Series in an amount at least equal to the value of the Master
Series' total assets committed to the consummation of the
forward contract. If the value of the securities placed in the
segregated account declines, additional cash or securities will
be placed in the account so that the value of the account will
equal the amount of the International Stock Index Master Series'
commitment with respect to the contract.

At or before the maturity of a forward contract, the
Master Series either may sell a portfolio security and make
delivery of the currency, or retain the security and offset its
contractual obligation to deliver the currency by purchasing a
second contract pursuant to which the Master Series will obtain,
on the same maturity date, the same amount of the currency which
it is obligated to deliver. If the Master Series retains the
portfolio security and engages in an offsetting transaction, the
Master Series, at the time of execution of the offsetting
transaction, will incur a gain or a loss to the extent that
movement has occurred in forward contract prices. Should
forward prices decline during the period between the Master
Series' entering into a forward contract for the sale of a
currency and the date it enters into an offsetting contract for
the purchase of the currency, it will realize a gain to the
extent the price of the currency it has agreed to sell exceeds
the price of the currency it has agreed to purchase. Should
forward prices increase, the Master Series will suffer a loss to
the extent the price of the currency it has agreed to purchase
exceeds the price of the currency it has agreed to sell.

The cost to the Master Series of engaging in currency
transactions varies with factors such as the currency involved,
the length of the contract period and the market conditions then
prevailing. Because transactions in currency exchange usually
are conducted on a principal basis, no fees or commissions are
involved. WFNIA will consider on an ongoing basis the
creditworthiness of the institutions with which the Master
Series enters into foreign currency transactions. The use of
forward currency exchange contracts does not eliminate
fluctuations in the underlying prices of the securities, but it
does establish a rate of exchange that can be achieved in the
future. If a devaluation generally is anticipated, the Master

B-5

<PAGE> 116

Series may not be able to contract to sell the currency at a
price above the devaluation level it anticipates.

The purchase of options on currency futures will allow
the Master Series, for the price of the premium it must pay for
the option, to decide whether or not to buy (in the case of a
call option) or to sell (in the case of a put option) a futures
contract at a specified price at any time during the period
before the option expires.

Future Developments. (Index Master Series) Each Index
Master Series may take advantage of opportunities in the area of
options and futures contracts and options on futures contracts
and any other derivative investments which are not presently
contemplated for use by such Master Series or which are not
currently available but which may be developed, to the extent
such opportunities are both consistent with an Index Master
Series' investment objective and legally permissible for the
Master Series. Before entering into such transactions or making
any such investment, the Index Master Series will provide
appropriate disclosure in its prospectus.

Lending Portfolio Securities. (All Master Series) To a
limited extent, each Master Series may lend its portfolio
securities to brokers, dealers and other financial institutions,
provided it receives cash collateral which at all times is
maintained in an amount equal to at least 100% of the current
market value of the securities loaned. By lending its portfolio
securities, a Master Series can increase its income through the
investment of the cash collateral. For purposes of this policy,
each Master Series considers collateral consisting of U.S.
Government securities or irrevocable letters of credit issued by
banks whose securities meet the standards for investment by such
Master Series to be the equivalent of cash. From time to time,
a Master Series may return to the borrower or a third party
which is unaffiliated with the Master Portfolio, and which is
acting as a "placing broker," a part of the interest earned from
the investment of collateral received for securities loaned.

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<PAGE> 117

adversely affecting the investment occurs. These conditions may
be subject to future modification.

2. 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.

5. Borrow money, except to the extent permitted under
the 1940 Act, provided that the Bond Index Master Series may
borrow from banks up to 10% of the current value of its net
assets for temporary purposes only in order to meet redemptions,
and these borrowings may be secured by the pledge of up to 10%
of the current value of its net assets (but investments may not
be purchased while any such outstanding borrowing in excess of
5% of its net assets exists), and except that the S&P 500 Stock
Master Series may borrow up to 20% of the current value of its
net assets for temporary purposes only in order to meet
redemptions, and these borrowings may be secured by the pledge
of up to 20% of the current value of its net assets (but
investments may not be purchased while any such outstanding
borrowing in excess of 5% of its net assets exists). For
purposes of this investment restriction, a Master Series' entry
into options, forward contracts, futures contracts, including
those relating to indexes, and options on futures contracts or

B-7

<PAGE> 118

indexes shall not constitute borrowing to the extent certain
segregated accounts are established and maintained by the Master
Series.

8. 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 the Money Market Master
Series under normal market conditions may not invest less than
25% of its total assets in obligations issued by banks, and
except that, in the case of each Master Series, there shall be
no limitation with respect to investments in (i) obligations of
the U.S. Government, its agencies or instrumentalities; (ii) in
the case of the S&P 500 Stock Master Series, any industry in
which the S&P 500 Index becomes concentrated to the same degree
during the same period, the Master Series will be concentrated
as specified above only to the extent the percentage of its
assets invested in those categories of investments is
sufficiently large that 25% or more of its total assets would be
invested in a single industry); (iii) in the case of the Bond
Index Master Series, any industry in which the Lehman Brothers
Government/Corporate Bond Index (the "LB Bond Index") becomes
concentrated to the same degree during the same period.

10. Purchase securities on margin, but each Master
Series may make margin deposits in connection with transactions
in options, forward contracts, futures contracts, including
those related to indexes, and options on futures contracts or
indexes.

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<PAGE> 119

13. Purchase, sell or write puts, calls or
combinations thereof, except as may be described in the Master
Series' offering documents.

14. Purchase securities of any company having less
than three years' continuous operations (including operations of
any predecessors) unless the securities are fully guaranteed or
insured by the U.S. Government, a state, commonwealth,
possession, territory, the District of Columbia or by an entity
in existence at least three years, or the securities are backed
by the assets and revenues of any of the foregoing, if such
purchase would cause the value of its investments in all such
companies to exceed 5% of the value of its total assets.

15. Enter into repurchase agreements providing for
settlement in more than seven days after notice or purchase
securities which are illiquid, if, in the aggregate, more than
10%, in the case of the Money Market Master Series, or 15%, in
the case of an Index Master Series, of the value of its net
assets would be so invested.

16. Purchase securities of other investment companies,
except to the extent permitted under the 1940 Act.

Item 14. Management of the Master Portfolio.

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<PAGE> 120

to be an "interested person" of the Master Portfolio, as defined
in the 1940 Act, is indicated by an asterisk.

*Zoe Ann Hines, 46 Trustee Senior Vice President
of Stephens and
Director of Brokerage
Accounting; and
Secretary of Stephens
Resource Management.

*W. Rodney Hughes, 69 Trustee Private Investor.
31 Dellwood Court
San Rafael, CA 94901

Robert M. Joses, 77 Trustee Private Investor.
47 Dowitcher Way
San Rafael, CA 94901

</TABLE>

B-10

<PAGE> 121

<TABLE>
<S> <C> <C>
*J. Tucker Morse, 51 Trustee Real Estate
10 Legrae Street Developer; Chairman
Charleston, SC 29401 of Renaissance
Properties Ltd.;
President of Morse
Investment
Corporation; and Co-
Managing Partner of
Main Street Ventures.

Richard H. Blank, Jr., 39 Chief Associate of
Operating Financial Services
Officer, Group of Stephens;
Secretary and Director of Stephens
Treasurer Sports Management
Inc.; and Director of
Capo Inc.

Larry W. Bowden, 41 Vice President Vice President of
Stephens and
Assistant Manager of
Financial Services
Group; Senior Vice
President of Stephens
Insurance Services
Inc.

Ellen M. Gray, 65 Vice President Senior Vice President
of Stephens and
Director of Investors
Brokerage Insurance
Inc. Prior thereto,
Senior Vice President
of Eppler, Guerin &
Turner, Inc.

E. Curtis Jeffries, 38 Vice President Associate of
-- Marketing Financial Services
Group of Stephens.
Prior thereto,
Account Supervisor of
Brooks-Pollard Co.

Jane G. Johnson, 41 Vice President Associate of
Financial Services
Group of Stephens.

Michael W. Nolte, 34 Assistant Associate of
Secretary Financial Services
Group of Stephens.

</TABLE>

B-11

<PAGE> 122

<TABLE>
<S> <C> <C>
Ann Bonsteel, 32 Assistant Associate of
Secretary Financial Services
Group of Stephens.

</TABLE>

COMPENSATION TABLE

Jack S. Euphrat $0 $34,188
Trustee

*R. Greg Feltus 0 0
Trustee

Thomas S. Goho 0 34,188
Trustee

*Zoe Ann Hines 0 0
Trustee

*W. Rodney Hughes 0 32,188
Trustee

Robert M. Joses 0 34,188
Trustee

*J. Tucker Morse 0 32,188
Trustee

</TABLE>

Trustees of the Master Portfolio who are not officers
or employees of Stephens or Wells Fargo Bank are not compensated
by the Master Portfolio for their services but are reimbursed
for all out-of-pocket expenses relating to attendance at board
meetings. Trustees who are affiliated with Stephens or Wells
Fargo Bank also do not receive compensation from the Master
Portfolio and also are reimbursed for all out-of-pocket expenses
relating to attendance at board meetings. Each of the officers
and Trustees of the Master Portfolio serves in the identical
capacity as officers and Directors of Overland Express Funds,
Inc., Stagecoach Funds, Inc. and Stagecoach Inc., and as
Trustees and/or Officers of Stagecoach Trust, Life & Annuity
Trust, Master Investment Trust and Managed Series Investment
Trust, each of which are registered open-end management
investment companies and each of which is considered to be in
the same "fund complex", as such term is defined in Form N-1A
under the 1940 Act, as the Master Portfolio. The Trustees are
compensated by other Companies and Trusts within the fund
complex for their services as directors/trustees to such
Companies and Trusts. Currently, the Trustees do not receive
any compensation from the Master Portfolio (although they are
reimbursed for out-of-pocket expenses) and do not receive any

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retirement benefits or deferred compensation from the Master
Portfolio or fund complex.

Item 15. Control Persons and Principal Holders of Securities.

As of June 19, 1995, the S&P 500 Stock Fund of
Stagecoach Inc., 111 Center Street, Little Rock, Arkansas 72201,
owned 93.0% of the voting securities of the S&P 500 Master
Series. As of June 19, 1995, Bradley Trust and Bradley via
Partition Trust, 1000 N. Water Street, 11th Floor, Milwaukee, WI
53202, each owned 41.66% of the voting securities of the Bond
Index Master Series. As such, the Fund, Bradley Trust and
Bradley via Partition Trust could each be considered a
controlling person of the corresponding Master Series for
purposes of the 1940 Act.

As of June 19, 1995, Stephens owned, beneficially and
of record, 100% of the outstanding interests in each of the
other Master Series and therefore could be considered to be a
controlling person of the Trust for purposes of the 1940 Act.
Stephens, whose address is 111 Center Street, Little Rock,
Arkansas 72201, is an Arkansas corporation wholly owned by
Stephens Holding Company.

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Item 16. Investment Advisory and Other Services.

The following information supplements and should be
read in conjunction with Item 5 in Part A.

Investment Advisory Agreement. Wells Fargo Bank
provides investment advisory services to each Master Series
pursuant to the Investment Advisory Agreement (the "Advisory
Agreement") dated February 25, 1994 with the Master Portfolio.
As to each Master Series, the Advisory Agreement is subject to
annual approval by (i) the Master Portfolio's Board of Trustees
or (ii) vote of a majority (as defined in the 1940 Act) of the
outstanding voting securities of such Master Series, provided
that in either event the continuance also is approved by a
majority of the Master Portfolio's Board of Trustees who are not
"interested persons" (as defined in the 1940 Act) of the Master
Portfolio or Wells Fargo Bank, by vote cast in person at a
meeting called for the purpose of voting on such approval. As
to each Master Series, the Advisory Agreement is terminable
without penalty, on 60 days' written notice, by the Master
Portfolio's Board of Trustees or by vote of the holders of a
majority of such Master Series' shares, or, on not less than
60 days' written notice, by Wells Fargo Bank. The Advisory
Agreement will terminate automatically, as to the relevant
Master Series, in the event of its assignment (as defined in the
1940 Act).

<TABLE>
<CAPTION>
Fees
Fees Paid Waived/Reimbursed
--------- -----------------
<S> <C> <C>
Bond Index Master Series $ 34,581 $ 8,713
S&P 500 Index Master Series $138,830 $17,864
</TABLE>

Sub-Investment Advisory Agreement. WFNIA provides sub-
investment advisory services to each Master Series pursuant to
the Sub-Investment Advisory Agreement (the "Sub-Advisory
Agreement") dated February 25, 1994 with Wells Fargo Bank. As
to each Master Series, the Sub-Advisory Agreement is subject to
annual approval by (i) the Master Portfolio's Board of Trustees
or (ii) vote of a majority (as defined in the 1940 Act) of the
outstanding voting securities of such Master Series, provided
that in either event the continuance also is approved by a
majority of the Master Portfolio's Board of Trustees who are not
"interested persons" (as defined in the 1940 Act) of the Master
Portfolio or WFNIA, by vote cast in person at a meeting called
for the purpose of voting on such approval. As to each Master
Series, the Sub-Advisory Agreement is terminable without
penalty, on 60 days' written notice, by the Master Portfolio's
Board of Trustees or by vote of the holders of a majority of

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<PAGE> 125

such Master Series' shares, or, on not less than 60 days'
written notice, by WFNIA. The Sub-Advisory Agreement will
terminate automatically, as to the relevant Master Series, in
the event of its assignment (as defined in the 1940 Act).

<TABLE>
<CAPTION>
Fees
Fees Paid Waived/Reimbursed
--------- -----------------
<S> <C> <C>
Bond Index Master Series $39,197 $0
S&P 500 Index Master Series $117,651 $0

</TABLE>

Item 17. Brokerage Allocation and Other Practices.

On February 28, 1995, the Master Series owned
securities of their "regular brokers or dealers" or their
parents, as defined in the 1940 Act, as follows:

<TABLE>
<S> <C> <C>
S&P 500 Index Master Series Merrill Lynch & Co. $1,003,270
Salomon Inc. $490,068

</TABLE>

Small/Medium Stock Index Master Series, International
Stock Index Master Series and S&P 500 Index Master Series.
Brokers also are selected because of their ability to handle
special executions such as are involved in large block trades or
broad distributions, provided the primary consideration is met.
Portfolio turnover may vary from year to year, as well as within
a year. High turnover rates over 100% are likely to result in
comparatively greater brokerage expenses. The overall
reasonableness of brokerage commissions paid is evaluated by
WFNIA based upon its knowledge of available information as to
the general level of commissions paid by other institutional
investors for comparable services.

Bond Index Master Series. Purchases and sales of
portfolio securities for the Bond Index Master Series usually
are principal transactions. Portfolio securities ordinarily are
purchased directly from the issuer or from an underwriter or
market maker. Usually no brokerage commissions are paid by the
Master Series for such purchases and sales. The prices paid to
the underwriters of newly-issued securities usually include a
concession paid by the issuer to the underwriter, and purchases

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<PAGE> 126

of securities from market makers may include the spread between
the bid and asked price.

Item 18. Capital Stock and Other Securities.

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<PAGE> 127

effectively acted upon unless approved by the holders of a
majority of the outstanding shares of each Master Series
affected by such matter. Rule 18f-2 further provides that a
Master Series shall be deemed to be affected by a matter unless
it is clear that the interests of such Master Series in the
matter are identical or that the matter does not affect any
interest of such Master Series. However, the Rule exempts the
selection of independent accountants and the election of
Trustees from the separate voting requirements of the Rule.

Item 19. Purchase, Redemption and Pricing of Securities.

The following information supplements and should be
read in conjunction with Items 7 and 8 in Part A.

Pricing of Securities.

Small/Medium Stock Index Master Series, International
Stock Index Master Series and S&P 500 Index Master Series. The
securities of the Small/Medium Stock Index Master Series,
International Stock Index Master Series and S&P 500 Index Master
Series, including covered call options written by a Master
Series, are valued as follows: domestic securities are valued
at the last sale price on the domestic securities or commodities
exchange or national securities market on which such securities
primarily are traded. Securities not listed on a domestic
exchange or national securities market, or securities in which
there were no transactions, are valued at the most recent bid
prices. Portfolio securities which are traded primarily on
foreign securities or commodities exchanges generally are valued
at the preceding closing values of such securities on their

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<PAGE> 128

respective exchanges, except that when an occurrence subsequent
to the time a value was so established is likely to have changed
such value, then the fair value of those securities is
determined by Wells Fargo in accordance with guidelines approved
by the Master Portfolio's Board of Trustees. Short-term
investments are carried at amortized cost, which approximates
value. Any securities or other assets for which recent market
quotations are not readily available are valued at fair value as
determined in good faith by Wells Fargo in accordance with such
guidelines.

Restricted securities, as well as securities or other
assets for which market quotations are not readily available, or
are not valued by a pricing service approved by the Master
Portfolio's Board of Trustees, are valued at fair value as
determined in good faith by Wells Fargo in accordance with
guidelines approved by the Master Portfolio's Board of Trustees.
Wells Fargo and the Master Portfolio's Board of Trustees
periodically review the method of valuation. In making its good
faith valuation of restricted securities, Wells Fargo generally
takes the following factors into consideration: restricted
securities which are, or are convertible into, securities of the
same class of securities for which a public market exists
usually will be valued at market value less the same percentage
discount at which purchased. This discount is revised
periodically if it is believed that the discount no longer
reflects the value of the restricted securities. Restricted
securities not of the same class as securities for which a
public market exists usually are valued initially at cost. Any
subsequent adjustment from cost is based upon considerations
deemed relevant by the Master Portfolio's Board of Trustees.

Any assets or liabilities of the International Stock
Index Master Series initially expressed in terms of foreign
currency are translated into dollars using information provided
by Morgan Stanley Capital International or other approved
independent pricing services or at a quoted market exchange rate
as may be determined to be appropriate by WFNIA. Forward
currency contracts are valued at the current cost of offsetting
the contract. Because of the need to obtain prices as of the
close of trading on various exchanges throughout the world, the
calculation of net asset value does not take place
contemporaneously with the determination of prices of a majority
of the International Stock Index Master Series' securities. In
addition, portfolio securities held by the International Stock
Index Master Series may be traded actively in securities markets
which are open for trading on days when the International Stock
Index Master Series is not determining its net asset value.
Accordingly, there may be occasions when the International Stock
Index Master Series does not calculate its net asset value but
when the value of the Master Series' portfolio securities is
affected by such trading activity.

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<PAGE> 129

Expenses and fees, including advisory fees, are accrued
daily and are taken into account for the purpose of determining
the net asset value of a Master Series' shares.

Bond Index Master Series. The investments of the Bond
Index Master Series are valued each business day using available
market quotations or at fair value as determined by one or more
independent pricing services (collectively, the "Service")
approved by the Master Portfolio's Board of Trustees. The
Service may use available market quotations, employ electronic
data processing techniques and/or a matrix system to determine
valuations. The Service's procedures are reviewed by the Master
Portfolio's officers under the general supervision of the Master
Portfolio's Board of Trustees. Expenses and fees, including
advisory fees, are accrued daily and are taken into account for
the purpose of determining the net asset value of a Master
Series' shares.

The Master Portfolio's Board of Trustees has agreed, as
a particular responsibility within the overall duty of care owed
to the Money Market Master Series' investors, to establish
procedures reasonably designed to stabilize the Money Market
Master Series price per share as computed for the purpose of
sales and redemptions at $1.00. Such procedures include review
of the Money Market Master Series' investment holdings by the
Master Portfolio's Board of Trustees, at such intervals as it
deems appropriate, to determine whether the Money Market Master
Series' net asset value calculated by using available market
quotations or market equivalents deviates from $1.00 per share
based on amortized cost. In such review, investments for which
market quotations are readily available will be valued at the
most recent bid price or yield equivalent for such securities or
for securities of comparable maturity, quality and type, as
obtained from one or more of the major market makers for the
securities to be valued. Other investments and assets will be
valued at fair value as determined in good faith by the Master
Portfolio's Board of Trustees.

B-19

<PAGE> 130

of Trustees. If such deviation exceeds 1/2 of 1%, the Master
Portfolio's Board of Trustees promptly will consider what
action, if any, will be initiated. In the event the Master
Portfolio's Board of Trustees determines that a deviation exists
which may result in material dilution or other unfair results to
investors, it has agreed to take such corrective action as it
regards as necessary and appropriate, including: selling
portfolio instruments prior to maturity to realize capital gains
or losses or to shorten average portfolio maturity; withholding
dividends or paying distributions from capital or capital gains;
redeeming shares in kind; or establishing a net asset value per
share by using available market quotations or market
equivalents.

Item 20. Tax Status.

The Master Portfolio's taxable year-end is February 28.
Although the Master Portfolio will not be subject to Federal
income tax, it will file appropriate Federal income tax returns.

Item 21. Underwriters.

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<PAGE> 131

adopted under the 1933 Act, may continuously invest in a Master
Series of the Master Portfolio.

Item 22. Calculations of Performance Data.

Not applicable.

Item 23. Financial Information.

For the fiscal year ended February 28, 1995, Coopers &
Lybrand L.L.P. served as the Master Portfolio's independent
auditors and expressed an unqualified opinion on the financial
statements of the Master Portfolio. For the fiscal year ending
on the last day of February, 1996, and pursuant to the
recommendation of the Master Portfolio's audit committee, the
Board of Trustees selected KPMG Peat Marwick LLP as the
independent auditors for the Master Portfolio. KPMG Peat
Marwick LLP provides audit services, tax return preparation and
assistance and consultation in connection with review of certain
SEC filings. KPMG Peat Marwick LLP's address is Three
Embaradero Center, San Francisco, California 94111. The
audited financial statements for the Bond Index Master Series
and S&P 500 Index Master Series, are incorporated in this Part B
by reference to post-effective amendment no. 8 to the
Registration Statement on Form N-1A of Stagecoach Inc. filed
with the SEC on or about June 26, 1995.

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<PAGE> 132

APPENDIX

S&P

Bond Ratings

AAA

Bonds rated "AAA" have the highest rating assigned by
S&P. Capacity to pay interest and repay principal is extremely
strong.

Bonds rated "AA" have a very strong capacity to pay
interest and repay principal and differ from the highest rated
issues only in small degree.

BBB

Commercial Paper Rating

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<PAGE> 133

Moody's

Bond Ratings

Aaa

Bonds which are rated "Aa" are judged to be of high
quality by all standards. Together with the Aaa group they
comprise what generally are known as high grade bonds. They are
rated lower than the best bonds because margins of protection
may not be as large as in Aaa securities or fluctuation of
protective elements may be of greater amplitude or there may be
other elements present which make the long-term risks appear
somewhat larger than in Aaa securities.

Baa

Moody's applies the numerical modifiers "1," "2" and
"3" to show relative standing within the major rating
categories, except in the "Aaa" category. The modifier "1"
indicates a ranking for the security in the higher end of a
rating category; the modifier "2" indicates a mid-range ranking;
and the modifier "3" indicates a ranking in the lower end of a
rating category.

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<PAGE> 134

Commercial Paper Rating

The rating "Prime-1" (P-1) is the highest commercial
paper rating assigned by Moody's. Issuers of "P-1" paper must
have a superior capacity for repayment of short-term promissory
obligations, and ordinarily will be evidenced by leading market
positions in well established industries, high rates of return
on funds employed, conservative capitalization structures with
moderate reliance on debt and ample asset protection, broad
margins in earnings coverage of fixed financial charges and high
internal cash generation, and well established access to a range
of financial markets and assured sources of alternate liquidity.

Issuers (or relating supporting institutions) rated
"Prime-2" (P-2) have a strong capacity for repayment of short-
term promissory obligations. This ordinarily will be evidenced
by many of the characteristics cited above but to a lesser
degree. Earnings trends and coverage ratios, while sound, will
be more subject to variation. Capitalization characteristics,
while still appropriate, may be more affected by external
conditions. Ample alternate liquidity is maintained.

Fitch

Bond Ratings

AAA

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<PAGE> 135

BBB

Plus (+) and minus (-) signs are used with a rating
symbol to indicate the relative position of a credit within the
rating category.

Short-Term Ratings

F-1+

Exceptionally Strong Credit Quality. Issues assigned
this rating are regarded as having the strongest degree of
assurance for timely payment.

F-1

Very Strong Credit Quality. Issues assigned this
rating reflect an assurance of timely payment only slightly less
in degree than issues rated "F-1+."

F-2

Good Credit Quality. Issues carrying this rating have
a satisfactory degree of assurance for timely payments, but the
margin of safety is not as great as the "F-1+" and "F-1"
categories.

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<PAGE> 136

Duff

Bond Ratings

AAA

Bonds rated "AAA" are considered highest credit
quality. The risk factors are negligible, being only slightly
more than for risk-free U.S. Treasury debt.

Bonds rated "AA" are considered high credit quality.
Protection factors are strong. Risk is modest but may vary
slightly from time to time because of economic conditions.

Bonds rated "A" have protection factors which are
average but adequate. However, risk factors are more variable
and greater in periods of economic stress.

BBB

Bonds rated "BBB" are considered to have below average
protection factors but still considered sufficient for prudent
investment. Considerable variability in risk during economic
cycles.

Plus (+) and minus (-) signs are used with a rating
symbol (except "AAA") to indicate the relative position of a
credit within the rating category.

Commercial Paper Rating

IBCA

Bond and Long-Term Ratings

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<PAGE> 137

rated AA by IBCA. Capacity for timely repayment of principal
and interest is substantial. Adverse changes in business,
economic or financial conditions may increase investment risk
albeit not very significantly.

Commercial Paper and Short-Term Ratings

International and U.S. Bank Ratings

B-27
<PAGE> 138
- ----------------------------------------------------------------

MASTER INVESTMENT PORTFOLIO
LIFEPATH(TM) MASTER SERIES

LIFEPATH 2000 MASTER SERIES
LIFEPATH 2010 MASTER SERIES
LIFEPATH 2020 MASTER SERIES
LIFEPATH 2030 MASTER SERIES
LIFEPATH 2040 MASTER SERIES

MONEY MARKET MASTER SERIES

PART B

June 28, 1995

- ----------------------------------------------------------------

Item 10. Cover Page.

Master Investment Portfolio ("Master Portfolio") is a
registered, open-end, management investment company. The Master
Portfolio is "series fund," which is a mutual fund divided into
separate portfolios. This Part B is not a prospectus and should
be read in conjunction with the Master Portfolio's Part A, also
dated June 28, 1995. All terms used in this Part B that are
defined in part A have the meanings assigned in Part A. A copy
of Part A may be obtained without charge by writing Stephens
Inc. ("Stephens"), the Master Portfolio's sponsor, administrator
and placement agent, at 111 Center Street, Little Rock, Arkansas
72201, or by calling Stephens at 1-800-643-9691. The Master
Portfolio's Registration Statement may be examined at the office
of the Securities and Exchange Commission ("SEC") in Washington,
D.C.

Item 11. Table of Contents.
<TABLE>
<CAPTION>
Page
----
<S> <C>
General Information and History......... B-2
Investment Objectives and Management
Policies............................... B-2
Management of the Portfolio............. B-10
Control Persons and Principal Holders of
Securities............................. B-13
Investment Advisory and Other Services.. B-13
Brokerage Allocation and Other Practices B-15
Capital Stock and Other Securities...... B-17
Purchase, Redemption and Pricing of
Securities............................. B-18
Tax Status.............................. B-20
Underwriters............................ B-21
Calculations of Performance Data........ B-21
Financial Information................... B-21
Appendix................................ B-22
</TABLE>

B-1
<PAGE> 139
Item 12. General Information and History.

Not applicable.

Item 13. Investment Objectives and Management Policies.

Investment Objectives. The LifePath Master Series consists of
five asset allocation funds (the "LifePath Master Series")
offered by the Master Portfolio, an open-end, management
investment company. By this offering document, the Master
Portfolio is offering six diversified funds (the "Master
Series") -- the LifePath Master Series and a money market fund
(the "Money Market Master Series"). Organizations and other
entities that hold shares of beneficial interest of a Master
Series may be referred to herein as "feeder funds."

The LifePath Master Series seek to provide long-term
investors in a feeder fund with an asset allocation strategy
designed to maximize assets consistent with the quantitatively
measured risk such investors, on average, may be willing to
accept given their investment time horizons. The Money Market
Master Series invests in short-term money market instruments and
seeks to maintain a stable net asset value of $1.00 per share.
The LifePath Master Series invest in a wide range of U.S. and
foreign equity and debt securities and money market instruments.

- LIFEPATH 2000 MASTER SERIES is managed for
investors in a feeder fund planning to retire (or begin to
withdraw substantial portions of their investment) approximately
in the year 2000.

- LIFEPATH 2010 MASTER SERIES is managed for
investors in a feeder fund planning to retire (or begin to
withdraw substantial portions of their investment) approximately
in the year 2010.

- LifePath 2020 Master Series is managed for
investors in a feeder fund planning to retire (or begin to
withdraw substantial portions of their investment) approximately
in the year 2020.

- LIFEPATH 2030 MASTER SERIES is managed for
investors in a feeder fund planning to retire (or begin to
withdraw substantial portions of their investment) approximately
in the year 2030.

- LIFEPATH 2040 MASTER SERIES is managed for
investors in a feeder fund planning to retire (or begin to
withdraw substantial portions of their investment) approximately
in the year 2040.

- MONEY MARKET MASTER SERIES is managed to maximize
current income to the extent consistent with the preservation of
capital and the maintenance of liquidity. AN INVESTMENT IN THE
MONEY MARKET MASTER SERIES IS NEITHER INSURED NOR GUARANTEED BY
THE U.S. GOVERNMENT. THERE CAN BE NO ASSURANCE THAT THE MONEY
MARKET MASTER SERIES WILL BE ABLE TO MAINTAIN A STABLE NET ASSET
VALUE OF $1.00 PER SHARE.

B-2
<PAGE> 140
As with all mutual funds, there can be no assurance
that the investment objective of each Master Series will be
achieved. Each Master Series' investment objective cannot be
changed without approval by the holders of a majority (as
defined in the Investment Company Act of 1940, as amended (the
"1940 Act")) of such Master Series' outstanding voting shares.

Wells Fargo Bank, N.A. ("Wells Fargo Bank") serves as
each Master Series' investment adviser. Wells Fargo Nikko
Investment Advisors ("WFNIA") serves as each Master Series' sub-
investment adviser. Stephens serves the Master Portfolio's
administrator and as placement agent of each Master Series'
shares.

Portfolio Securities.

Bank Obligations. (All Master Series) Domestic
commercial banks organized under federal law are supervised and
examined by the Comptroller of the Currency and are required to
be members of the Federal Reserve System and to have their
deposits insured by the Federal Deposit Insurance Corporation
(the "FDIC"). Domestic banks organized under state law are
supervised and examined by state banking authorities but are
members of the Federal Reserve System only if they elect to
join. In addition, state banks whose certificates of deposit
("CDs") may be purchased by each Master Series are insured by
the FDIC (although such insurance may not be of material benefit
to the Master Series, depending on the principal amount of the
CDs of each bank held by the Master Series) and are subject to
federal examination and to a substantial body of federal law and
regulation. As a result of federal or state laws and
regulations, domestic branches of domestic banks whose CDs may
be purchased by each Master Series generally are required, among
other things, to maintain specified levels of reserves, are
limited in the amounts which they can loan to a single borrower
and are subject to other regulations designed to promote
financial soundness. However, not all of such laws and
regulations apply to the foreign branches of domestic banks.

Obligations of foreign branches of domestic banks,
foreign subsidiaries of domestic banks and domestic and foreign
branches of foreign banks, such as CDs and time deposits
("TDs"), may be general obligations of the parent banks in
addition to the issuing branch, or may be limited by the terms
of a specific obligation and/or governmental regulation. Such
obligations are subject to different risks than are those of
domestic banks. These risks include foreign economic and
political developments, foreign governmental restrictions that
may adversely affect payment of principal and interest on the
obligations, foreign exchange controls and foreign withholding
and other taxes on interest income. These foreign branches and
subsidiaries are not necessarily subject to the same or similar
regulatory requirements that apply to domestic banks, such as
mandatory reserve requirements, loan limitations, and
accounting, auditing and financial record keeping requirements.
In addition, less information may be publicly available about a
foreign branch of a domestic bank or about a foreign bank than
about a domestic bank.

B-3
<PAGE> 141
Obligations of U.S. branches of foreign banks may be
general obligations of the parent bank in addition to the
issuing branch, or may be limited by the terms of a specific
obligation or by federal or state regulation as well as
governmental action in the country in which the foreign bank has
its head office. A domestic branch of a foreign bank with
assets in excess of $1 billion may be subject to reserve
requirements imposed by the Federal Reserve System or by the
state in which the branch is located if the branch is licensed
in that state.

In addition, federal branches licensed by the
Comptroller of the Currency and branches licensed by certain
states ("State Branches") may be required to: (1) pledge to the
appropriate regulatory authority, by depositing assets with a
designated bank within the relevant state, a certain percentage
of their assets as fixed from time to time by such regulatory
authority; and (2) maintain assets within the relevant state in
an amount equal to a specified percentage of the aggregate
amount of liabilities of the foreign bank payable at or through
all of its agencies or branches within the state. The deposits
of federal and State Branches generally must be insured by the
FDIC if such branches take deposits of less than $100,000.

Each Master Series may purchase CDs issued by banks,
savings and loan associations and similar thrift institutions
with less than $1 billion in assets, provided that such
institutions are members of the FDIC, and further provided such
Master Series purchases any such CD in a principal amount of not
more than $100,000, which amount would be fully insured by the
Bank Insurance Fund or the Savings Association Insurance Fund
administered by the FDIC. Interest payments on such a CD are
not insured by the FDIC. No Master Series will own more than
one such CD per such issuer.

Management Policies.

Stock Index Options. (LifePath Master Series) Each
LifePath Master Series may purchase and write put and call
options on stock indices. Options on stock indices are similar
to options on stock except that (a) the expiration cycles of
stock index options are monthly, while those of stock options
are currently quarterly, and (b) the delivery requirements are
different. Instead of giving the right to take or make delivery
of stock at a specified price, an option on a stock index gives
the holder the right to receive a cash "exercise settlement
amount" equal to (i) the amount, if any, by which the fixed
exercise price of the option exceeds (in the case of a put) or
is less than (in the case of a call) the closing value of the
underlying index on the date of exercise, multiplied by (ii) a
fixed "index multiplier." Receipt of this cash amount depends
upon the closing level of the stock index upon which the option
is based being greater than (in the case of a call) or less than

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<PAGE> 142
(in the case of a put) the exercise price of the option. The
amount of cash received is equal to such difference between the
closing price of the index and the exercise price of the option
expressed in dollars multiplied by a specified multiplier. The
writer of the option is obligated, in return for the premium
received, to make delivery of this amount. The writer may
offset a position in stock index options prior to expiration by
entering into a closing transaction on an exchange or the writer
may let the option expire unexercised.

Futures Contracts and Options on Futures Contracts.
(LifePath Master Series) The LifePath Master Series may enter
into futures contracts and may purchase and write (i.e., sell)
options thereon. Upon the exercise of an option on a futures
contract, the writer of the option delivers to the holder of the
option the futures position and the accumulated balance in the
writer's futures margin account, which represents the amount by
which the market price of the futures contract exceeds (in the
case of a call) or is less than (in the case of a put) the
exercise price of the option on the futures contract. The
potential loss related to the purchase of options on futures
contracts is limited to the premium paid for the option (plus
transaction costs). Because the value of the option is fixed at
the time of sale, there are no daily cash payments to reflect
changes in the value of the underlying contract; however, the
value of the option may change daily and that change would be
reflected in the net asset value of the relevant LifePath Master
Series.

Foreign Currency Transactions. (LifePath Master
Series) If a LifePath Master Series enters into a foreign
currency transaction or forward contract, such Master Series
deposits, if required by applicable regulations, with the Master
Portfolio's custodian cash or high-grade debt securities in a
segregated account of the LifePath Master Series in an amount at
least equal to the value of the LifePath Master Series' total
assets committed to the consummation of the forward contract.
If the value of the securities placed in the segregated account
declines, additional cash or securities is placed in the account
so that the value of the account equals the amount of the
LifePath Master Series' commitment with respect to the contract.

At or before the maturity of a forward contract, a
LifePath Master Series either may sell a portfolio security and
make delivery of the currency, or may retain the security and
offset its contractual obligation to deliver the currency by
purchasing a second contract pursuant to which such Master
Series obtains, on the same maturity date, the same amount of
the currency which it is obligated to deliver. If the LifePath
Master Series retains the portfolio security and engages in an
offsetting transaction, such Master Series, at the time of
execution of the offsetting transaction, incurs a gain or a loss
to the extent that movement has occurred in forward contract
prices. Should forward prices decline during the period between
the LifePath Master Series' entering into a forward contract for
the sale of a currency and the date it enters into an offsetting
contract for the purchase of the currency, the Master Series
realizes a gain to the extent the price of the currency it has
agreed to sell exceeds the price of the currency it has agreed
to purchase. Should forward prices increase, the Master Series

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suffers a loss to the extent the price of the currency it has
agreed to purchase exceeds the price of the currency it has
agreed to sell.

The cost to the LifePath Master Series of engaging in
currency transactions varies with factors such as the currency
involved, the length of the contract period and the market
conditions then prevailing. Because transactions in currency
exchange usually are conducted on a principal basis, no fees or
commissions are involved. WFNIA considers on an ongoing basis
the creditworthiness of the institutions with which a LifePath
Master Series enters into foreign currency transactions. The
use of forward currency exchange contracts does not eliminate
fluctuations in the underlying prices of the securities, but it
does establish a rate of exchange that can be achieved in the
future. If a devaluation generally is anticipated, the LifePath
Master Series may not be able to contract to sell the currency
at a price above the devaluation level it anticipates.

The purchase of options on currency futures allows a
LifePath Master Series, for the price of the premium it must pay
for the option, to decide whether or not to buy (in the case of
a call option) or to sell (in the case of a put option) a
futures contract at a specified price at any time during the
period before the option expires.

Future Developments. (LifePath Master Series) Each
LifePath Master Series may take advantage of opportunities in
the areas of options and futures contracts and options on
futures contracts and any other derivative investments which are
not presently contemplated for use by such Master Series or
which are not currently available but which may be developed, to
the extent such opportunities are both consistent with a
LifePath Master Series' investment objective and legally
permissible for the Master Series. Before entering into such
transactions or making any such investment, a LifePath Master
Series would provide appropriate disclosure in its Part A or
this Part B.

Lending Portfolio Securities. (All Master Series) To a
limited extent, each Master Series may lend its portfolio
securities to brokers, dealers and other financial institutions,
provided it receives cash collateral which is maintained at all
times in an amount equal to at least 100% of the current market
value of the securities loaned. By lending its portfolio
securities, a Master Series can increase its income through the
investment of the cash collateral or by receipt of a loan
premium from the borrower. For purposes of this policy, each
Master Series considers collateral consisting of U.S. Government
obligations or irrevocable letters of credit issued by banks
whose securities meet the standards for investment by such
Master Series to be the equivalent of cash. From time to time,
a Master Series may return to the borrower, or to a third party
unaffiliated with the Master Portfolio which is acting as a
"placing broker," a part of the interest earned from the
investment of collateral received in exchange for securities
loaned.

The SEC currently requires that the following
conditions must be met whenever portfolio securities are loaned:

B-6
<PAGE> 144
(1) the Master Series must receive at least 100% cash collateral
from the borrower; (2) the borrower must increase such
collateral whenever the market value of the securities loaned
rises above the level of such collateral; (3) the Master Series
must be able to terminate the loan at any time; (4) the Master
Series must receive reasonable interest on the loan, as well as
any dividends, interest or other distributions payable on the
loaned securities, and any increase in market value; (5) the
Master Series may pay only reasonable custodian fees in
connection with the loan; and (6) while voting rights on the
loaned securities may pass to the borrower, the Master
Portfolio's Board of Trustees must terminate the loan and regain
the right to vote the securities if a material event adversely
affecting the investment occurs. These conditions may be
subject to future modification.

Investment Restrictions. Each Master Series has
adopted investment restrictions numbered 1 through 10 as
fundamental policies. These restrictions cannot be changed, as
to a Master Series, without approval by the holders of a
majority as defined in the 1940 Act of such Master Series'
outstanding voting securities. Investment restrictions numbered
11 through 20 are not fundamental policies and may be changed by
vote of a majority of the Trustees of the Master Portfolio at
any time. No Master Series may:

2. 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.

3. Invest in commodities, except that each Master
Series may purchase and sell (i.e., write) options, forward
contracts, futures contracts, including those relating to
indices, and options on futures contracts or indices.

5. Borrow money, except to the extent permitted under
the 1940 Act. For purposes of this investment restriction, a
Master Series' entry into options, forward contracts, futures
contracts, including those relating to indices, and options on
futures contracts or indices shall not constitute borrowing to
the extent certain segregated accounts are established and
maintained by the Master Series as described in Part A.

6. Make loans to others, except through the purchase
of debt obligations and the entry into repurchase agreements.

B-7
<PAGE> 145
However, each Master Series may lend its portfolio securities in
an amount not to exceed 33-1/3% of the value of its total
assets. Any loans of portfolio securities will be made
according to guidelines established by the Securities and
Exchange Commission and the Master Portfolio's Board of
Trustees.

13. Purchase, sell or write puts, calls or
combinations thereof, except as may be described in the Master
Series' offering documents.

14. Purchase securities of any company having less
than three years' continuous operations (including operations of
any predecessors) if such purchase would cause the value of its
investments in all such companies to exceed 5% of the value of
its total assets.

15. Enter into repurchase agreements providing for
settlement in more than seven days after notice or purchase

B-8
<PAGE> 146
securities which are illiquid, if, in the aggregate, more than
10%, in the case of the Money Market Master Series, or 15%, in
the case of a LifePath Master Series, of the value of its net
assets would be so invested. Although each feeder fund and
LifePath Master Series reserves the right to invest up to 15% of
the value of its net assets in repurchase agreements providing
for settlement in more than seven days after notice and in other
illiquid securities, as long as such feeder fund's shares are
registered for sale in a state that imposes a lower limit on the
percentage of a fund's assets that may be so invested, such
feeder fund and LifePath Master Series will comply with the
lower limit. Each feeder fund currently is limited to investing
up to 10% of the value of its net assets in such securities due
to limits applicable in several states.

16. Purchase securities of other investment companies,
except to the extent permitted under the 1940 Act.

17. Purchase, hold or deal in real estate limited
partnerships.

18. Purchase warrants that exceed 2% of the value of
Master Series' net assets, if those warrants are not listed on
the New York or American Stock Exchanges.

19. Purchase or retain securities of any issuer if the
officers, trustees of the Trust, its advisers or managers owing
beneficially more than one-half of one percent of the securities
of an issuer together own beneficially more than five percent of
the securities of that issuer.

20. Engage in any short sales other than short sales
against the box.

Item 14. Management of the Portfolio.

*R. Greg Feltus, 44 Trustee, Senior Vice President
</TABLE>

B-9
<PAGE> 147
<TABLE>
<S> <C> <C>
Chairman and of Stephens; Manager
President of Financial Services
Group; President of
Stephens Insurance
Services Inc.; Senior
Vice President of
Stephens Sports
Management Inc.; and
President of
Investors Brokerage
Insurance Inc.

*Zoe Ann Hines, 46 Trustee Senior Vice President
of Stephens and
Director of Brokerage
Accounting; and
Secretary of Stephens
Resource Management.

*W. Rodney Hughes, 69 Trustee Private Investor.
31 Dellwood Court
San Rafael, CA 94901

Robert M. Joses, 77 Trustee Private Investor.
47 Dowitcher Way
San Rafael, CA 94901

Richard H. Blank, Jr., 39 Chief Associate of
Operating Financial Services
Officer, Group of Stephens;
Secretary and Director of Stephens
Treasurer Sports Management
Inc.; and Director of
Capo Inc.

Larry W. Bowden, 41 Vice President Vice President of
Stephens and
Assistant Manager of
</TABLE>

B-10
<PAGE> 148
<TABLE>
<S> <C> <C>
Financial Services
Group; Senior Vice
President of Stephens
Insurance Services
Inc.

Ellen M. Gray, 65 Vice President Senior Vice President
of Stephens and
Director of Investors
Brokerage Insurance
Inc. Prior thereto,
Senior Vice President
of Eppler, Guerin &
Turner, Inc.

E. Curtis Jeffries, 38 Vice President Associate of
-- Marketing Financial Services
Group of Stephens.
Prior thereto,
Account Supervisor of
Brooks-Pollard Co.

Jane G. Johnson, 41 Vice President Associate of
Financial Services
Group of Stephens.

Michael W. Nolte, 34 Assistant Associate of
Secretary Financial Services
Group of Stephens.

Ann Bonsteel, 32 Assistant Associate of
Secretary Financial Services
Group of Stephens.
</TABLE>

COMPENSATION TABLE

*R. Greg Feltus 0 0
Trustee

Thomas S. Goho 0 34,188
Trustee

*Zoe Ann Hines 0 0
Trustee

*W. Rodney Hughes 0 32,188
Trustee

Robert M. Joses 0 34,188
Trustee

*J. Tucker Morse 0 32,188
Trustee
</TABLE>

B-11
<PAGE> 149

Trustees of the Master Portfolio who are not officers
or employees of Stephens or Wells Fargo Bank are not compensated
by the Master Portfolio for their services but are reimbursed
for all out-of-pocket expenses relating to attendance at board
meetings. Trustees who are affiliated with Stephens or Wells
Fargo Bank also do not receive compensation from the Master
Portfolio and also are reimbursed for all out-of-pocket expenses
relating to attendance at board meetings. Each of the officers
and Trustees of the Master Portfolio serves in the identical
capacity as officers and Directors of Overland Express Funds,
Inc., Stagecoach Funds, Inc. and Stagecoach Inc., and as
Trustees and/or Officers of Master Investment Trust, Stagecoach
Trust, Life & Annuity Trust and Managed Series Investment Trust,
each of which are registered open-end management investment
companies and each of which is considered to be in the same
"fund complex", as such term is defined in Form N-1A under the
1940 Act, as the Master Portfolio. The Trustees are compensated
by other Companies and Trusts within the fund complex for their
services as directors/trustees to such Companies and Trusts.
Currently, the Trustees do not receive any compensation from the
Master Portfolio (although they are reimbursed for out-of-pocket
expenses) and do not receive any retirement benefits or deferred
compensation from the Master Portfolio or fund complex.

There ordinarily will be no meetings of interestholders
for the purpose of electing Trustees unless and until such time
as less than a majority of the Trustees holding office have been
elected by interestholders, at which time the Trustees then in
office will call a interestholders' meeting for the election of
Trustees. Under the Master Portfolio's Amended and Restated
Declaration of Trust (the "Declaration of Trust"),
interestholders of record of not less than two-thirds of the
outstanding shares of the Master Portfolio may remove a Trustee
through a declaration in writing or by vote cast in person or by
proxy at a meeting called for that purpose. Under the Master
Portfolio's Declaration of Trust, the Trustees are required to
call a meeting of interestholders for the purpose of voting upon
the question of removal of any such Trustee when requested in
writing to do so by the interestholders of record of not less
than 10% of the Master Portfolio's outstanding shares.

Item 15. Control Persons and Principal Holders of Securities.

As of June 19, 1995 each LifePath Fund owned
approximately 100% of the outstanding interests in the
corresponding LifePath Master Series and therefore could be
considered to be a controlling person of each of the
corresponding LifePath Master Series for purposes of the 1940
Act.

As of the date of this Statement of Additional
Information, Stephens owned beneficially and of record, 100% of
the outstanding interests in the Money Market Master Series and
therefore could be considered to be a controlling person of the
Money Market Master Series for purposes of the 1940 Act.
Stephens is an Arkansas corporation wholly owned by Stephens
Holding Company.

B-12
<PAGE> 150
Item 16. Investment Advisory and Other Services.

Investment Advisory Agreement. Wells Fargo Bank
provides investment advisory services to each Master Series
pursuant to the Investment Advisory Agreement (the "Advisory
Agreement") dated February 25, 1994 with the Master Portfolio.
As to each Master Series, the Advisory Agreement is subject to
annual approval by (i) the Master Portfolio's Board of Trustees
or (ii) vote of a majority (as defined in the 1940 Act) of the
outstanding voting securities of such Master Series, provided
that in either event the continuance also is approved by a
majority of the Master Portfolio's Board of Trustees who are not
"interested persons" (as defined in the 1940 Act) of the Master
Portfolio or Wells Fargo Bank, by vote cast in person at a
meeting called for the purpose of voting on such approval. As
to each Master Series, the Advisory Agreement is terminable
without penalty, on 60 days' written notice, by the Master
Portfolio's Board of Trustees or by vote of the holders of a
majority of such Master Series' shares, or, after the Reapproval
Date (October 25, 1995), on not less than 60 days' written
notice, by Wells Fargo Bank. The Advisory Agreement terminates
automatically, as to the relevant Master Series, in the event of
its assignment (as defined in the 1940 Act).

For the fiscal year ended February 28, 1995, the Master
Series paid the following advisory fees to Wells Fargo Bank,
with no fee waivers:

<TABLE>
<CAPTION>
Fees Paid
---------
<S> <C>
LifePath 2000 Master Series $217,676
LifePath 2010 Master Series $158,218
LifePath 2020 Master Series $252,413
LifePath 2030 Master Series $156,397
LifePath 2040 Master Series $189,121
</TABLE>

Sub-Investment Advisory Agreement. WFNIA provides sub-
investment advisory services to each Master Series pursuant to
the Sub-Investment Advisory Agreement (the "Sub-Advisory
Agreement") dated February 25, 1994 with Wells Fargo Bank. As
to each Master Series, the Sub-Advisory Agreement is subject to
annual approval by (i) the Master Portfolio's Board of Trustees
or (ii) vote of a majority (as defined in the 1940 Act) of the
outstanding voting securities of such Master Series, provided
that in either event the continuance also is approved by a
majority of the Master Portfolio's Board of Trustees who are not
"interested persons" (as defined in the 1940 Act) of the Master
Portfolio or WFNIA, by vote cast in person at a meeting called
for the purpose of voting on such approval. As to each Master
Series, the Sub-Advisory Agreement is terminable without
penalty, on 60 days' written notice, by the Master Portfolio's
Board of Trustees or by vote of the holders of a majority of
such Master Series' shares, or, after the Reapproval Date
(October 25, 1995), on not less than 60 days' written notice, by
WFNIA. The Sub-Advisory Agreement will terminate automatically,
as to the relevant Master Series, in the event of its assignment
(as defined in the 1940 Act).

B-13
<PAGE> 151
For the fiscal year ended February 28, 1995, Wells
Fargo Bank paid the following sub-advisory fees to WFNIA, with
no fee waivers:

<TABLE>
<CAPTION>
Fees Paid
---------
<S> <C>
Lifepath 2000 Master Series $159,494
LifePath 2010 Master Series $115,647
LifePath 2020 Master Series $184,341
LifePath 2030 Master Series $114,426
LifePath 2040 Master Series $138,511
</TABLE>

Administration Agreement. Stephens provides administrative
services to the Master Portfolio pursuant to an Administration
Agreement dated February 25, 1994 (the "Administration
Agreement"). Under the Administration Agreement, Stephens
provides as administrative services, among other things:
(i) general supervision of the operation of the Master Portfolio
and the Master Series, including coordination of the services
performed by the investment adviser, transfer and dividend
disbursing agent, custodians, interestholder servicing agent(s),
independent auditors and legal counsel; (ii) regulatory
compliance, including the compilation of information for
documents such as reports to, and filings with, the SEC and
state securities commissions, and preparation of proxy
statements and interestholder reports for the Master Series; and
(iii) general supervision relative to the compilation of data
required for the preparation of periodic reports distributed to
the Master Portfolio's officers and Board of Trustees. Stephens
also furnishes office space and certain facilities required for
conducting the business of the Master Portfolio together with
those ordinary clerical and bookkeeping services that are not
being furnished by Wells Fargo. Stephens also pays the
compensation of the Master Portfolio's Trustees, officers and
employees who are affiliated with Stephens.

Stephens is not entitled to compensation for providing
administrative services to a Master Series so long as Stephens
receives fees for providing similar services to a fund of
another investment company which invests all of its assets in
such Master Series.

Item 17. Brokerage Allocation and Other Practices.

General. WFNIA assumes general supervision over
placing orders on behalf of the Master Portfolio for the
purchase or sale of portfolio securities. Allocation of
brokerage transactions, including their frequency, is made in
the best judgment of WFNIA and in a manner deemed fair and
reasonable to interestholders. The primary consideration is
prompt execution of orders at the most favorable net price.

LifePath Master Series. Brokers also are selected
because of their ability to handle special executions such as
are involved in large block trades or broad distributions,
provided the primary consideration is met. Portfolio turnover
may vary from year to year, as well as within a year. High
turnover rates over 100% are likely to result in comparatively

B-14
<PAGE> 152
greater brokerage expenses. The overall reasonableness of
brokerage commissions paid is evaluated by WFNIA based upon its
knowledge of available information as to the general level of
commissions paid by other institutional investors for comparable
services.

Purchases and sales of fixed-income securities usually
are principal transactions. Portfolio securities ordinarily are
purchased directly from the issuer or from an underwriter or
market maker. Usually no brokerage commissions are paid by the
LifePath Master Series for such purchases and sales. The prices
paid to the underwriters of newly-issued securities usually
include a concession paid by the issuer to the underwriter, and
purchases of securities from market makers may include the
spread between the bid and asked price.

On February 28, 1995, the LifePath Master Series owned
securities of their "regular brokers or dealers" or their
parents, as defined in the 1940 Act, as follows:

<TABLE>
<S> <C> <C>
LifePath 2000 MERRILL LYNCH & CO. 16,728
SALOMON INC. 9,684
BEAR STEARNS & CO., INC. 24,300
MORGAN STANLEY GROUP 58,886

LifePath 2010 MERRILL LYNCH & CO. 37,761
SALOMON INC. 18,396
BEAR STEARNS & C0., INC. 18,375
LEHMAN BROTHERS HOLDINGS 14,500
MORGAN STANLEY 24,929

LifePath 2020 MERRILL LYNCH & CO. 97,170
SALOMON INC. 45,468
BEAR STEARNS & CO., INC 33,188
MORGAN STANLEY GROUP 80,244

LifePath 2030 MERRILL LYNCH & CO. 72,857
SALOMON INC. 36,036
BEAR STEARNS & CO., INC. 24,938
MORGAN STANLEY GROUP 60,031

LifePath 2040 MERRILL LYNCH & CO. 102,828
SALOMON INC. 50,760
BEAR STEARNS & CO., INC. 13,875
LEHMAN BROTHERS HOLDINGS 12,688
MORGAN STANLEY GROUP 36,719
</TABLE>

Money Market Master Series. Portfolio securities ordinarily
are purchased directly from the issuer or an underwriter or a
market maker for the securities. Usually no brokerage
commissions are paid for such purchases. Purchases from
underwriters of portfolio securities include a concession paid
by the issuer to the underwriter and the purchase price paid to
market makers for the securities may include the spread between
the bid and asked price.

B-15
<PAGE> 153
other services to enable WFNIA to supplement its own research
and analysis with the views and information of other securities
firms.

Item 18. Capital Stock and Other Securities.

Under the Declaration of Trust, the Trustees are
authorized to issue beneficial interests in each Master Series.
Investors in a Master Series are entitled to participate pro
rata in distributions of taxable income, loss, gain and credit
of such Master Series. Upon liquidation or dissolution of a
Master Series, investors are entitled to share pro rata in such
Master Series' net assets available for distribution to its
investors. Investments in the Master Series have no preference,
pre-exemptive, conversion or similar rights and are fully paid
and non-assessable, except as set forth below. Investments in
the Master Series may not be transferred. No certificates are
issued.

Each investor is entitled to a vote, with respect to
matters effecting each of the Master Portfolio's series, in
proportion to the amount of its investment in the Master
Portfolio. Investors in the Master Portfolio do not have
cumulative voting rights, and investors holding more than 50% of
the aggregate beneficial interest in the Master Portfolio may
elect all of the Trustees of the Master Portfolio if they choose
to do so and in such event the other investors in the Master
Portfolio would not be able to elect any Trustee. The Master
Portfolio is not required to hold annual meetings of investors
but the Master Portfolio will hold special meetings of investors
when in the judgment of the Master Portfolio's Trustees it is
necessary or desirable to submit matters for an investor vote.

Rule 18f-2 under the 1940 Act provides that any matter
required to be submitted under the provisions of the 1940 Act or
applicable state law or otherwise to the holders of the
outstanding voting securities of an investment company, such as
the Master Portfolio, will not be deemed to have been
effectively acted upon unless approved by the holders of a
majority of the outstanding interests of each Master Series
affected by such matter. Rule 18f-2 further provides that a
Master Series shall be deemed to be affected by a matter unless
it is clear that the interests of such Master Series in the
matter are identical or that the matter does not affect any
interest of such Master Series. However, the Rule exempts the
selection of independent auditors and the election of Trustees
from the separate voting requirements of the Rule.

Item 19. Purchase, Redemption and Pricing of Securities.

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<PAGE> 154
Suspension of Redemptions. The right of redemption of
interests in the Master Series may be suspended or the date of
payment postponed (a) during any period when the New York Stock
Exchange is closed (other than customary weekend and holiday
closings), (b) when trading in the markets the Master Series
ordinarily utilizes is restricted, or when an emergency exists
as determined by the SEC so that disposal of the Master Series'
investments or determination of its net asset value is not
reasonably practicable, or (c) for such other periods as the SEC
by order may permit to protect the Master Series'
interestholders.

Pricing of Securities.

LifePath Master Series. The securities of the LifePath
Master Series, including covered call options written by a
LifePath Master Series, are valued at the last sale price on the
securities exchange or national securities market on which such
securities primarily are traded. Securities not listed on an
exchange or national securities market, or securities in which
there were no transactions, are valued at the most recent bid
prices. Portfolio securities which are traded primarily on
foreign securities exchanges generally are valued at the
preceding closing values of such securities on their respective
exchanges, except that when an occurrence subsequent to the time
a value was so established is likely to have changed such value,
then the fair value of those securities are determined by
consideration of other factors by or under the direction of the
Master Portfolio's Board of Trustees or its delegates. Short-
term investments are carried at amortized cost, which
approximates market value. Any securities or other assets for
which recent market quotations are not readily available are
valued at fair value as determined in good faith by the Master
Portfolio's Board of Trustees.

Restricted securities, as well as securities or other
assets for which market quotations are not readily available or
which are not valued by a pricing service approved by the Master
Portfolio's Board of Trustees, are valued at fair value as
determined in good faith by or under the direction of the Master
Portfolio's Board of Trustees or its delegates. The Master
Portfolio's Board of Trustees reviews the method of valuation on
a current basis. In making a good faith valuation of restricted
securities, the following are generally considered: restricted
securities that are, or are convertible into, securities of the
same class of securities for which a public market exists
usually are valued at market value less the same percentage
discount at which such securities were purchased. This discount
may be revised periodically if Wells Fargo Bank or WFNIA
believes that the discount no longer reflects the value of the
restricted securities. Restricted securities not of the same
class as securities for which a public market exists usually are
valued initially at cost. Any subsequent adjustment from cost
is based upon considerations deemed relevant by or under the
direction of the Master Portfolio's Board of Trustees or its
delegates.

Any assets or liabilities initially expressed in terms
of foreign currency are translated into dollars using
information provided by pricing entities, such as Morgan Stanley

B-17
<PAGE> 155
Capital International or Gelderman Data Service, or at a quoted
market exchange rate as may be determined to be appropriate by
WFNIA. Forward currency contracts are valued at the current
cost of offsetting the contract. Because of the need to obtain
prices as of the close of trading on various exchanges
throughout the world, the calculation of net asset value does
not take place contemporaneously with the determination of
prices of the foreign securities held by the LifePath Master
Series. In addition, foreign securities held by a LifePath
Master Series may be traded actively in securities markets which
are open for trading on days when the LifePath Master Series
does not determine its net asset value. Accordingly, there may
be occasions when a LifePath Master Series does not calculate
its net asset value but when the value of such Master Series'
portfolio securities is affected by such trading activity.

Fixed-income securities are valued each business day
using available market quotations or at fair value as determined
by one or more independent pricing services (collectively, the
"Service") approved by the Master Portfolio's Board of Trustees.
The Service may use available market quotations, employ
electronic data processing techniques and/or a matrix system to
determine valuations. The Service's procedures are reviewed by
the Master Portfolio's officers under the general supervision of
the Master Portfolio's Board of Trustees.

Expenses and fees, including advisory fees, are accrued
daily and are taken into account for the purpose of determining
the net asset value of a LifePath Master Series' shares.

Money Market Master Series. The valuation of the Money
Market Master Series investment securities is based upon their
amortized cost which does not take into account unrealized
capital gains or losses. Amortized cost involves valuing an
instrument at its cost and thereafter assuming a constant
amortization to maturity of any discount or premium, regardless
of the impact of fluctuating interest rates on the market value
of the instrument. While this method provides certainty in
valuation, it may result in periods during which value, as
determined by amortized cost, is higher or lower than the price
the Money Market Master Series would receive if it sold the
instrument.

The Master Portfolio's Board of Trustees has agreed, as
a particular responsibility within the overall duty of care owed
to the Money Market Master Series' investors, to establish
procedures reasonably designed to stabilize the Money Market
Master Series price per share as computed for the purpose of
sales and redemptions at $1.00. Such procedures include review
of the Money Market Master Series' investment holdings by the
Master Portfolio's Board of Trustees, at such intervals as it
deems appropriate, to determine whether the Money Market Master
Series' net asset value calculated by using available market
quotations or market equivalents deviates from $1.00 per share
based on amortized cost. In such review, investments for which
market quotations are readily available are valued at the most
recent bid price or yield equivalent for such securities or for
securities of comparable maturity, quality and type, as obtained
from one or more of the major market makers for the securities
to be valued. Other investments and assets are valued at fair

B-18
<PAGE> 156
value as determined in good faith by the Master Portfolio's
Board of Trustees.

The extent of any deviation between the Money Market
Master Series' net asset value based upon available market
quotations or market equivalents and $1.00 per share based on
amortized cost is examined by the Master Portfolio's Board of
Trustees. If such deviation exceeds 1/2 of 1%, the Master
Portfolio's Board of Trustees promptly considers what action, if
any, will be initiated. In the event the Master Portfolio's
Board of Trustees determines that a deviation exists which may
result in material dilution or other unfair results to
investors, it has agreed to take such corrective action as it
regards as necessary and appropriate, including: selling
portfolio instruments prior to maturity to realize capital gains
or losses or to shorten average portfolio maturity; withholding
dividends or paying distributions from capital or capital gains;
redeeming shares in kind; or establishing a net asset value per
share by using available market quotations or market
equivalents.

New York Stock Exchange Closings. The holidays on
which the New York Stock Exchange is closed currently are: New
Year's Day, Presidents' Day, Good Friday, Memorial Day,
Independence Day, Labor Day, Thanksgiving Day and Christmas Day.

Item 20. Tax Status.

The Master Portfolio is organized as a business trust
under Delaware law. Under the Master Portfolio's current method
of operation as a partnership, no Master Series is subject to
any income tax. However, each investor in a Master Series will
be taxable on its share (as determined in accordance with the
governing instruments of the Master Portfolio) of such Master
Series' ordinary income and capital gain in determining its
income tax liability. The determination of such share is made
in accordance with the Internal Revenue Code of 1986, as amended
(the "Code"), and regulations promulgated thereunder.

The Master Portfolio's taxable year-end is the last day
of February. Although the Master Portfolio is not subject to
federal income tax, it files appropriate federal income tax
returns.

Each Master Series' assets, income and distributions
are managed in such a way that an investor in the Master Series
is able to satisfy the requirements of Subchapter M of the Code,
assuming that the investor invested all of its investable assets
in the Master Series. Investors are advised to consult their
own tax advisors as to the tax consequences of an investment in
the Master Series.

Item 21. Underwriters.

The exclusive placement agent for the Master Portfolio
is Stephens, which receives no compensation for serving in this
capacity. Registered broker/dealers and investment companies,
insurance company separate accounts, common and commingled trust
funds, group trusts and similar organizations and entities which
constitute accredited investors, as defined in the regulations

B-19
<PAGE> 157
adopted under the 1933 Act, may continuously invest in a Master
Series of the Master Portfolio.

Item 22. Calculations of Performance Data.

Not applicable.

Item 23. Financial Information.

For the fiscal year ended February 28, 1995, Cooper &
Lybrand L.L.P. served as the Master Portfolio's independent
auditors and expressed an unqualified opinion on the financial
statements of the Master Portfolio. For the fiscal year ending
on the last day of February, 1996, and pursuant to the
recommendation of the Master Portfolio's Audit Committee, the
Board of Trustees selected KPMG Peat Marwick LLP as the
independent auditors for the Master Portfolio. KPMG Peat
Marwick LLP provides audit services, tax return preparation and
assistance and consultation in connection with review of certain
SEC filings. KPMG Peat Marwick LLP's address is Three
Embarcadero Center, San Francisco, California 94111. The
audited financial statements for the LifePath Master Series are
incorporated in this Part B by reference to the financial
statements contained in post-effective amendment No. 4 to the
Registration Statement on Form N-1A of Stagecoach Trust as filed
with the SEC on or about June 28, 1995.

B-20
<PAGE> 158
APPENDIX

S&P

Bond Ratings

AAA

Bonds rated "AAA" have the highest rating assigned by
S&P. Capacity to pay interest and repay principal is extremely
strong.

Bonds rated "AA" have a very strong capacity to pay
interest and repay principal and differ from the highest rated
issues only in small degree.

BBB

Commercial Paper Rating

The designation "A-1" by S&P indicates that the degree
of safety regarding timely payment is either overwhelming or
very strong. Those issues determined to possess overwhelming
safety characteristics are denoted with a plus sign (+)
designation. Capacity for timely payment on issues with an "A-
2" designation is strong. However, the relative degree of
safety is not as high as for issues designated "A-1".

B-21
<PAGE> 159
Moody's

Bond Ratings

Aaa

Baa

Commercial Paper Rating

The rating Prime-1 ("P-1") is the highest commercial
paper rating assigned by Moody's. Issuers of "P-1" paper must
have a superior capacity for repayment of short-term promissory
obligations, and this ordinarily is evidenced by leading market

B-22
<PAGE> 160
positions in well established industries, high rates of return
on funds employed, conservative capitalization structures with
moderate reliance on debt and ample asset protection, broad
margins in earnings coverage of fixed financial charges and high
internal cash generation, and well established access to a range
of financial markets and assured sources of alternate liquidity.

Issuers (or relating supporting institutions) rated
Prime-2 ("P-2") have a strong capacity for repayment of short-
term promissory obligations. This ordinarily is evidenced by
many of the characteristics cited above but to a lesser degree.
Earnings trends and coverage ratios, while sound, are more
subject to variation. Capitalization characteristics, while
still appropriate, may be more affected by external conditions.
Ample alternate liquidity is maintained.

Fitch

Bond Ratings

AAA

BBB

Bonds rated "BBB" are considered to be investment grade
and of satisfactory credit quality. The obligor's ability to
pay interest and repay principal is considered to be adequate.

B-23
<PAGE> 161
Adverse changes in economic conditions and circumstances,
however, are more likely to have an adverse impact on these
bonds and, therefore, impair timely payment. The likelihood
that the ratings of these bonds will fall below investment grade
is higher than for bonds with higher ratings.

Plus (+) and minus (-) signs are used with a rating
symbol to indicate the relative position of a credit within the
rating category.

Short-Term Ratings

F-1+

Exceptionally Strong Credit Quality. Issues assigned
this rating are regarded as having the strongest degree of
assurance for timely payment.

F-1

Very Strong Credit Quality. Issues assigned this
rating reflect an assurance of timely payment only slightly less
in degree than issues rated "F-1+".

F-2

Good Credit Quality. Issues carrying this rating have
a satisfactory degree of assurance for timely payments, but the
margin of safety is not as great as the "F-1+" and "F-1"
categories.

Duff

Bond Ratings

AAA

Bonds rated "AAA" are considered highest credit
quality. The risk factors are negligible, being only slightly
more than for risk-free U.S. Treasury debt.

Bonds rated "AA" are considered high credit quality.
Protection factors are strong. Risk is modest but may vary
slightly from time to time because of economic conditions.

B-24
<PAGE> 162
A

Bonds rated "A" have protection factors which are
average but adequate. However, risk factors are more variable
and greater in periods of economic stress.

BBB

Bonds rated "BBB" are considered to have below average
protection factors but still considered sufficient for prudent
investment. Considerable variability in risk during economic
cycles.

Plus (+) and minus (-) signs are used with a rating
symbol (except "AAA") to indicate the relative position of a
credit within the rating category.

Commercial Paper Rating

IBCA

Bond and Long-Term Ratings

Obligations rated "AAA" by IBCA have the lowest
expectation of investment risk. Capacity for timely repayment
of principal and interest is substantial, such that adverse
changes in business, economic or financial conditions are
unlikely to increase investment risk significantly. Obligations
for which there is a very low expectation of investment risk are
rated "AA" by IBCA. Capacity for timely repayment of principal
and interest is substantial. Adverse changes in business,
economic or financial conditions may increase investment risk
albeit not very significantly.

Commercial Paper and Short-Term Ratings

International and U.S. Bank Ratings

B-25
<PAGE> 163
assigns banks Long- and Short-Term Ratings as used in the
corporate ratings discussed above. Legal Ratings, which range
in gradation from 1 through 5, address the question of whether
the bank would receive support provided by central banks or
interestholders if it experienced difficulties, and such ratings
are considered by IBCA to be a prime factor in its assessment of
credit risk. Individual Ratings, which range in gradations from
A through E, represent IBCA's assessment of a bank's economic
merits and address the question of how the bank would be viewed
if it were entirely independent and could not rely on support
from state authorities or its owners.

B-26
<PAGE> 164

MASTER INVESTMENT PORTFOLIO

FILE NO. 811-8162

PART C. OTHER INFORMATION

Item 24. Financial Statements and Exhibits

(a) Financial Statements

(1) The following audited Financial Statements for the
LifePath 2000 Master Series, LifePath 2010 Master
Series, LifePath 2020 Master Series, LifePath 2030
Master Series, LifePath 2040 Master Series, Asset
Allocation Master Series, U.S. Treasury Allocation
Master Series, Bond Index Master Series and S&P
500 Index Master Series are included in Part B,
Item 23 by incorporation by reference to the
Registration Statement on Form N-1A filed on or
about June 27, 1995 of Stagecoach Inc.:

Portfolio of Investments -- February 28, 1995

Statement of Assets and Liabilities -- February
28, 1995

Statement of Operations for the period ended
February 28, 1995

Statement of Changes in Net Assets for the period ended
February 28, 1995

Notes to Financial Statements -- February 28, 1995

(b) Exhibits:

(2) By-Laws Incorporated by Reference to the
Registration Statement on Form N1-A filed
November 15, 1993

(5)(a) Investment Advisory Agreement by and among
Master Investment Portfolio and Wells Fargo
Bank, N.A., dated February 25, 1994, filed
herewith

(5)(b) Sub-Investment Advisory Agreement by and
among Master Investment Portfolio, Wells
Fargo Bank, N.A. and Wells Fargo Nikko
Investment Advisors, dated February 25, 1994,
filed herewith

C-1

<PAGE> 165

(6) Form of Placement Agency Agreement
Incorporated by Reference to the Registration
Statement on Form N1-A filed November 15,
1993

(8) Form of Custody Agreement Incorporated by
Reference to the Registration Statement on
Form N1-A filed November 15, 1993

(11) Consent of Auditors, filed herewith

(27)(a) Financial Data Schedule for the Asset
Allocation Master Series, filed herewith

(b) Financial Data Schedule for the U.S. Treasury
Allocation Master Series, filed herewith

(d) Financial Data Schedule for the S&P 500 Index
Master Series, filed herewith

(e) Financial Data Schedule for the LifePath 2000
Master Series, filed herewith

(f) Financial Data Schedule for the LifePath 2010
Master Series, filed herewith

(g) Financial Data Schedule for the LifePath 2020
Master Series, filed herewith

(h) Financial Data Schedule for the LifePath 2030
Master Series, filed herewith

(i) Financial Data Schedule for the LifePath 2040
Master Series, filed herewith

(OTHER EXHIBIT) Assistant Secretary's Certificate
(previously filed with Initial Registration Statement)

Item 25. Persons Controlled by or Under Common Control with
Registrant

No person is controlled by or under common control with
the Registrant.

Item 26. Number of Holders of Securities

As of June 16, 1995, the number of record holders of
each class of securities of the Registrant was as follows:

C-2

<PAGE> 166

(1) (2)

Number of Record
Title of Class Holders
-------------- ----------------
<S> <C>
Shares of beneficial
interest, $.001 per share,
of the following
portfolios:

LifePath 2000 Master Series 2
LifePath 2010 Master Series 2
LifePath 2020 Master Series 2
LifePath 2030 Master Series 2
LifePath 2040 Master Series 2
Small/Medium Stock Index Master Series 1
International Stock Index Master Series 3
S&P 500 Index Master Series 3
Bond Index Master Series 2
Asset Allocation Master Series 2
U.S. Treasury Allocation Master Series 1
Short-Term Allocation Master Series 1
Growth and Value Master Series 1
Money Market Master Series 1

</TABLE>

Item 27. Indemnification

Reference is made to Article IX of the Registrant's
Declaration of Trust. The application of these provisions is
limited by Article 10 of the Registrant's By-Laws and by the
following undertaking set forth in the rules promulgated by the
Securities and Exchange Commission:

Insofar as indemnification for liabilities
arising under the Securities Act of 1933 may
be permitted to trustees, officers and
controlling persons of the registrant pursuant
to the foregoing provisions, or otherwise, the
registrant has been advised that in the
opinion of the Securities and Exchange
Commission such indemnification is against
public policy as expressed in such Act and is,
therefore, unenforceable. In the event that a
claim for indemnification against such
liabilities (other than the payment by the
registrant of expenses incurred or paid by a
trustee, officer or controlling person of the
registrant in the successful defense of any
action, suit or proceeding) is asserted by
such trustee, officer or controlling person in
connection with the securities being
registered, the registrant will, unless in the
opinion of its counsel the matter has been
settled by controlling precedent, submit to a

C-3

<PAGE> 167

court of appropriate jurisdiction the question
whether such indemnification by it is against
public policy as expressed in such Act and
will be governed by the final adjudication of
such issue.

Reference also is made to the Placement Agency
Agreement filed as Exhibit 6 hereto.

Item 28. (a) Business and Other Connections of Investment
Adviser

Wells Fargo Bank, N.A. ("Wells Fargo Bank"), a wholly
owned subsidiary of Wells Fargo & Company, serves as investment
adviser to all of the Registrant's investment portfolios, and to
certain other registered open-end management investment
companies. Wells Fargo Bank's business is that of a national
banking association with respect to which it conducts a variety
of commercial banking and trust activities.

To the knowledge of Registrant, none of the directors
or executive officers of Wells Fargo Bank, except those set
forth below, is or has been at any time during the past two
fiscal years engaged in any other business, profession, vocation
or employment of a substantial nature, except that certain
executive officers also hold various positions with and engage
in business for Wells Fargo & Company. Set forth below are the
names and principal businesses of the directors and executive
officers of Wells Fargo Bank who are or during the past two
fiscal years have been engaged in any other business,
profession, vocation or employment of a substantial nature for
their own account or in the capacity of director, officer,
employee, partner or trustee. All the directors of Wells Fargo
Bank also serve as directors of Wells Fargo & Company.

<TABLE>
<CAPTION>
Principal Business(es)
During at Least the Last
Name Position(s) Two Fiscal Years
- ---- ----------- ------------------------
<S> <C> <C>
H. Jesse Arnelle Director Senior Partner of Arnelle &
Hastie, Director of FPL Group,
Inc.

William R. Breuner Director General Partner in Breuner
Associates, Breuner Properties
and Breuner-Pavarnick Real
Estate Developers. Vice
Chairman of the California
State Railroad Museum
Foundation. Retired Chairman
of the Board of Directors of
John Breuner Co.

</TABLE>

C-4

<PAGE> 168

<TABLE>
<CAPTION>
Principal Business(es)
During at Least the Last
Name Position(s) Two Fiscal Years
- ---- ----------- ------------------------
<S> <C> <C>
Williams S. Davila Director President and Director of the
Vons Companies, Inc. Officer
of Western Assoc. of Food
Chains.

Rayburn S. Dezember Director Former Chairman of Central
Pacific Corp., Director of
CalMat Co., Tejon Ranch Co.,
Turner Casting Inc., The
Bakersfield Californian and
Kern Country Economic
Development Corp. Chairman of
the Board of Trustees of
Whittier College.

Paul Hazen Chairman of the Chairman of the Board of
Board of Directors Directors of Wells Fargo &
Company. Director of Pacific
Talesis Group, Phelps Dodge
Corp. and Safeway Inc.

Robert K. Jaedicke Director Accounting Professor and Dean
Emeritus of Graduate School of
Business, Stanford University.
Director of Homestake Mining
Co., California Water Service
Company, Boise Cascade Corp.,
Inron Corp. and GenCorp, Inc.

Paul A. Miller Director Chairman of Executive Committee
and Director of Pacific
Enterprises. Trustee of Mutual
Life Insurance of New York.
Director of Newhall Management
Corporation. Trustee of
University of Southern
California.

Ellen M. Newman Director President of Ellen Newman
Associates. Chairperson of
Board of Trustees of University
of California at San Francisco
Foundation. Director of
American Conservatory Theatre
and California Chamber of
Commerce.

</TABLE>

C-5

<PAGE> 169

<TABLE>
<CAPTION>
Principal Business(es)
During at Least the Last
Name Position(s) Two Fiscal Years
- ---- ----------- ------------------------
<S> <C> <C>
Philip J. Quigley Director Chairman and Chief Executive
Officer of Pacific Telesis
Group.

Carl E. Reichardt Director Director of Ford Motor Company,
Hospital Corporation of
America, Pacific Gas and
Electric Company and Newhall
Management Corp.

Donald B. Rice Director President and Chief Operating
Officer, Teledyne Inc.

Susan G. Swenson Director President and Chief Executive
Officer of Cellular One.

Chang-Lin Tian Director Chancellor of University of
California at Berkley.

John A. Young Director President, Director and Chief
Executive Officer of Hewlett-
Packard Company, Director of
Chevron Corporation.

William F. Zuendt President President of Wells Fargo &
Company. Director of 3Com
Corporation and MasterCard
International.

</TABLE>

Item 28. (b) Business and Other Connections of the Sub-
Investment Adviser

Registrant is fulfilling the requirement of this
Item 28(b) to provide a list of the officers and directors of
Wells Fargo Nikko Investment Advisors ("WFNIA"), Registrant's
sub-investment adviser, or employment of a substantial nature
engaged in by WFNIA or those of its officers and directors
during the past two years, by incorporating by reference the
information contained in the Form ADV and Schedules A and D
filed with the SEC pursuant to the Investment Advisers Act of
1940 by WFNIA (SEC File No. 801-36479).

Item 29. Principal Underwriters

(a) Stephens Inc., placement agent for the Registrant,
does not presently act as investment adviser for any other
registered investment companies, but does act as principal
underwriter for Overland Express Funds, Inc., Stagecoach Funds,
Inc., Stagecoach Trust, and Stagecoach Inc. and is the exclusive

C-6

<PAGE> 170

placement agent for Master Investment Trust, Managed Series
Investment Trust and Life & Annuity Trust, all of which are
registered open-end management investment companies.

(b) Information with respect to each director and
officer of the principal underwriter is incorporated by
reference to Form ADV and Schedules A and D filed by Stephens
Inc. with the Securities and Exchange Commission pursuant to the
Investment Advisors Act of 1940 (File No. 501-15510).

Item 30. Location of Accounts and Records

All accounts, books and other documents required to be
maintained by Section 31(a) of the Investment Company Act of
1940 and the Rules thereunder are maintained at one or more of
the following offices: The Registrant maintains those accounts,
books and other documents required by Rule 31a-1(b)(4) and (d),
and Rule 31a-2(a)(3) and (c) at Stephens Inc., 111 Center
Street, Little Rock, Arkansas 72201; Wells Fargo Bank and Wells
Fargo Nikko Investment Advisors maintain all other accounts,
books or other documents required by Rule 31a-1, 31a-2 and 31a-
3, and copies of such documents are maintained by the Registrant
at 525 Market Street, San Francisco, California 94163

Item 31. Management Services

Not Applicable

Item 32. Undertakings

Registrant hereby undertakes to call a meeting of
shareholders for the purpose of voting upon the questions of
removal of a trustee or trustees when requested in writing to do
so by the holders of at least 10% of the Registrant's
outstanding shares of beneficial interest and in connection with
such meeting to comply with the provisions of Section 16(c) of
the Investment Company Act of 1940 relating to shareholder
communications.

C-7

<PAGE> 171
SIGNATURES

Pursuant to the requirements of the Investment
Company Act of 1940, the Registrant has duly caused this
Amendment No. 2 to the Registration Statement on Form N-1A
to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Little Rock, State of
Arkansas on the 26th day of June 1995.

MASTER INVESTMENT PORTFOLIO

By: /s/ Richard H. Blank, Jr.
------------------------------
Name: Richard H. Blank, Jr.
Title: Secretary and Treasurer
(Principal Financial
Officer)

<PAGE> 172

MASTER INVESTMENT PORTFOLIO

File No. 811-8162

EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit Sequential
Number Description Page No.
- ------- ----------- ----------
<S> <C> <C>
99.B5(a) Investment Advisory
Agreement dated
February 25, 1994

99.B5(b) Sub-Investment Advisory
Agreement dated
February 25, 1994

99.B11 Consent of Auditors

27.1 Financial Data Schedule
for the Asset Allocation
Master Series

27.2 Financial Data Schedule
for the U.S. Treasury
Allocation Master
Series

27.3 Financial Data Schedule
for the Bond Index
Master Series

27.4 Financial Data Schedule
for the S&P 500 Index
Master Series

27.5 Financial Data Schedule
for the LifePath 2000
Master Series

27.6 Financial Data Schedule
for the LifePath 2010
Master Series

27.7 Financial Data Schedule
for the LifePath 2020
Master Series

</TABLE>

<PAGE> 173

<TABLE>
<S> <C> <C>
27.8 Financial Data Schedule
for the LifePath 2030
Master Series

27.9 Financial Data Schedule
for the LifePath 2040
Master Series
</TABLE>

<PAGE> 1
EXHIBIT 99.B5(a)

INVESTMENT ADVISORY AGREEMENT

MASTER INVESTMENT PORTFOLIO
111 Center Street
Little Rock, Arkanss 72201

February 25, 1994

Wells Fargo Bank, N.A.
525 Market Street
San Francisco, California 94163

Dear Sirs:

This will confirm the agreement between Master
Investment Portfolio, a Delaware business trust (the "Master
Portfolio") on behalf of its series named on Schedule 1 hereto,
as such Schedule may be revised from time to time (each, a
"Master Series"), and Wells Fargo Bank, N.A. (the "Adviser") as
follows:

1. The Master Portfolio 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 Portfolio proposes to engage in the business of
investing and reinvesting the assets of each Master Series in
the manner and in accordance with the investment objective and
restrictions specified in the Master Portfolio's currently
effective prospectus and the currently effective statement of
additional information incorporated by reference therein
relating to the Master Series and the Master Portfolio (such
prospectus and such statement of additional information being
collectively referred to as the "Prospectus") included in the
Master Portfolio's Registration Statement, as amended from time
to time (the "Registration Statement"), filed by the Master
Portfolio under the Investment Company Act of 1940, as amended
(the "Act"). Copies of the documents referred to in the
preceding sentence have been furnished to the Adviser. Any
amendments to those documents shall be furnished to the Adviser
promptly.

2. The Master Portfolio is engaging the Adviser to
manage the investing and reinvesting of the assets of each
Master Series and to provide the advisory services specified
elsewhere in this contract, subject to the overall supervision
of the Board of Trustees of the Master Portfolio. The Master
Portfolio, by separate agreement, also is engaging the Adviser
to provide transfer agency services for the Master Series.

3. (a) The Adviser shall make investments for the
account of each Master Series in accordance with the Adviser's
best judgment and consistent with the investment objective and

-1-
<PAGE> 2

restrictions set forth in the Master Portfolio's Prospectus and
the Act, subject to policy decisions adopted by the Master
Portfolio's Board of Trustees. The Adviser shall advise the
Master Portfolio's officers and Board of Trustees, at such
times as the Master Portfolio's Board of Trustees may specify,
of investments made for the Master Series and shall, when
requested by the Master Portfolio's officers or Board of
Trustees, supply the reasons for making particular investments.

(b) The Adviser shall provide to the Master
Portfolio investment guidance and policy direction in
connection with its daily management of each Master Series'
portfolio, including oral and written research, analysis,
advice, statistical and economic data and information and
judgments, and shall furnish to the Master Portfolio's Board of
Trustees periodic reports on the investment strategy and
performance of the Master Series and such additional reports
and information as the Master Portfolio'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 Series
prepared by it, or prepared at its request, other than such
costs relating to proxy statements, prospectuses, shareholder
reports and other materials distributed to existing or
prospective shareholders on behalf of the Master Series.

(d) The Adviser shall, at its expense, employ or
associate with itself such persons as the Adviser believes
appropriate to assist it in performing its obligations under
this contract.

4. The Master Portfolio understands that the
Adviser, in rendering its services to the Master Portfolio
hereunder, has engaged Wells Fargo Nikko Investment Advisors
("WFNIA") to provide certain sub-advisory services pursuant to
a separate Sub-Investment Advisory Agreement with WFNIA. The
Adviser will not seek to amend the Sub-Investment Advisory
Agreement with WFNIA to materially alter the obligations of the
parties unless the Adviser gives the Master Portfolio at least
60 days' prior written notice thereof.

5. The Adviser shall give 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 Master
Portfolio 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 Master
Portfolio or its shareholders to which the Adviser would
otherwise be subject by reason of willful misfeasance, bad
faith or gross negligence in the performance of the Adviser's

-2-

<PAGE> 3

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 fee on the first business day of each
calendar month, at the annual rate set forth opposite each
Master Series' name on Schedule 1 hereto, based upon the
average daily value (as determined on each day that such value
is determined for the Master Series at the time set forth in
the Prospectus for determining net asset value per share) of
the Master Series' 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
Series' net assets shall be computed in the manner specified in
the Prospectus and the Master Portfolio's Declaration of Trust
for the computation of the value of the Master Series' net
assets in connection with the determination of the net asset
value of Master Series shares.

7. As to each Master Series, if in any fiscal year
the aggregate expenses of the Master Series (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 Series, the Master Portfolio 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 Series'
net assets shall be computed in the manner specified in the
last sentence of paragraph 6, and any reimbursements required
to be made by the Adviser shall be made once a year promptly
after the end of the Master Portfolio's fiscal year.

8. As to each Master Series, this contract shall
continue until the date set forth opposite such Master Series'
name on Schedule 1 hereto (the "Reapproval Date") and
thereafter shall continue automatically for successive annual
periods ending on the day of each year set forth opposite the
Master Series' name on Schedule 1 hereto (the "Reapproval
Day"), provided such continuance is specifically approved at
least annually by (i) the Master Portfolio's Board of Trustees
or (ii) vote of a majority (as defined in the Act) of such

-3-

<PAGE> 4

Master Series' outstanding voting securities, provided that in
either event its continuance also is approved by a majority of
the Master Portfolio's Trustees who are not "interested
persons" (as defined in the Act) of any party to this contract,
by vote cast in person at a meeting called for the purpose of
voting on such approval. As to each Master Series, this
contract may be terminated at any time by the Master Portfolio,
without the payment of any penalty, by a vote of a majority of
such Master Series' outstanding voting securities (as defined
in the Act) or by a vote of a majority of the Master
Portfolio's Board of Trustees on 60 days' written notice to the
Adviser or by the Adviser, at any time after the Reapproval
Date, on 60 days' written notice to the Master Portfolio. This
contract shall terminate automatically, as to the relevant
Master Series, in the event of its assignment (as defined in
the Act).

9. Except to the extent necessary to perform the
Adviser's obligations under this contract, nothing herein shall
be deemed to limit or restrict the right of the Adviser, or any
affiliate of the Adviser, or any employee of the Adviser, to
engage in any other business or to devote time and attention to
the management or other aspects of any other business, whether
of a similar or dissimilar nature, or to render services of any
kind to any other trust, 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
Master Portfolio by the undersigned officer of the Master
Portfolio in his capacity as an officer of the Master
Portfolio. The obligations of this contract shall only be
binding upon the assets and property of the relevant Master
Series, as provided for in the Master Portfolio's Agreement and
Declaration of Trust, and shall not be binding upon any
Trustee, officer or shareholder of the Master Portfolio or
Master Series individually.

-4-

<PAGE> 5

If the foregoing correctly sets forth the agreement
between the Master Portfolio and the Adviser, please so
indicate by signing and returning to the Master Portfolio the
enclosed copy hereof.

Very truly yours,

MASTER INVESTMENT PORTFOLIO

By: /s/ RICHARD H. BLANK, JR.
----------------------------
Name: Richard H. Blank, Jr.
--------------------------
Title: Chief Operating Officer
-------------------------

ACCEPTED:

WELLS FARGO BANK, N.A.

By: /s/ HENRY J. CAVIGLI, JR.
--------------------------------
Name: Henry J. Cavigli, Jr.
------------------------------
Title: Vice President
-----------------------------

By: /s/ ROBERT CHLEBOWSKI
--------------------------------
Name: Robert Chlebowski
------------------------------
Title: Senior Vice President
-----------------------------

-5-
<PAGE> 6
SCHEDULE 1

<TABLE>
<CAPTION>
Annual Fees as
a Percentage
Name of of Average Daily Reapproval Reapproval
Master Series Net Assets Date* Day*
- ------------- ---------------- ---------- ----------
<S> <C> <C> <C>
LifePath 2000 Master
Series .55 of 1%

LifePath 2010 Master
Series .55 of 1%

LifePath 2020 Master
Series .55 of 1%

LifePath 2030 Master
Series .55 of 1%

LifePath 2040 Master
Series .55 of 1%

Money Market Master
Series .20 of 1%

Asset Allocation Master
Series .35 of 1%

U.S. Treasury Allocation
Master Series .30 of 1%

Short-Term Allocation
Master Series .25 of 1%

Growth and Value Master
Series .35 of 1%

International Stock
Index Master Series .20 of 1%

Small/Medium Stock Index
Master Series .10 of 1%

S&P 500 Index Master
Series .05 of 1%

Bond Index Master
Series .08 of 1%
</TABLE>

_________________________
*For each Master Series, the Reapproval Date is October 25,
1995 and the Reapproval Day is October 25.

-6-

<PAGE> 1
EXHIBIT 99.B5(b)

SUB-INVESTMENT ADVISORY AGREEMENT

WELLS FARGO BANK, N.A.
525 Market Street
San Francisco, California 94163

February 25, 1994

Wells Fargo Nikko Investment Advisors
45 Fremont Street
San Francisco, California 94105

Dear Sirs:

This will confirm the agreement by and among Wells
Fargo Bank, N.A. (the "Adviser"), Master Investment Portfolio,
a Delaware business trust (the "Master Portfolio") on behalf
of its series named on Schedule 1 hereto, as such Schedule may
be revised from time to time (each, a "Master Series") and
Wells Fargo Nikko Investment Advisors (the "Sub-Adviser") as
follows:

1. The Master Portfolio 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 Portfolio proposes to engage in the business of
investing and reinvesting the assets of each Master Series in
the manner and in accordance with the investment objective and
restrictions specified in the Master Portfolio's currently
effective prospectus and the currently effective statement of
additional information incorporated by reference therein
relating to the Master Series and the Master Portfolio (such
prospectus and such statement of additional information being
collectively referred to as the "Prospectus") included in the
Master Portfolio's Registration Statement, as amended from
time to time (the "Registration Statement"), filed by the
Master Portfolio under the Investment Company Act of 1940, as
amended (the "Act"). Copies of the documents referred to in
the preceding sentence have been furnished to the Sub-Adviser.
Any amendments to those documents shall be furnished to the
Sub-Adviser promptly.

2. The Master Portfolio has engaged the Adviser to
manage the investing and reinvesting of the assets of each
Master Series and to provide the advisory services specified
in the Investment Advisory Agreement of even date herewith,
subject to the overall supervision of the Board of Trustees of
the Master Portfolio.

-1-
<PAGE> 2

3. (a) The Adviser hereby engages the Sub-Adviser
to perform for each Master Series certain advisory services
and the Sub-Adviser hereby accepts such engagement. The
Adviser shall retain the authority to establish and modify
from time to time the investment strategies and approaches
followed by the Sub-Adviser, subject, in all respects, to the
supervision and direction of the Master Portfolio's Board of
Trustees and subject to compliance with each Master Series'
investment objective, policies and restrictions set forth in
the Prospectus.

(b) Subject to the overall supervision and
control of the Adviser and the Master Portfolio, the Sub-
Adviser shall be responsible for investing and reinvesting
each Master Series' assets consistent with the investment
strategies and approaches referenced in subparagraph (a),
above. In this regard, the Sub-Adviser shall be responsible
for implementing and monitoring the performance of any
investment model employed with respect to the Master Series,
in accordance with the investment objective, policies and
restrictions set forth in the Prospectus, and shall furnish to
the Adviser periodic reports on the investment activity and
performance of each Master Series, and such additional reports
and information as the Adviser or the Master Portfolio's Board
of Trustees and officers shall reasonably request.

(c) The Sub-Adviser shall, at its expense,
employ or associate with itself such persons as the Sub-
Adviser believes appropriate to assist it in performing its
obligations under this contract.

4. The Adviser shall be responsible for the Sub-
Adviser's fees for its services hereunder, and the Sub-Adviser
Agrees that it shall have no claim against the Master
Portfolio or a Master Series respecting compensation under
this contract. In consideration of the services to be rendered
by the Sub-Adviser under this contract, the Adviser shall pay
the Sub-Adviser a fee on the first business day of each
calendar month, at the annual rate set forth opposite each
Master Series' name on Schedule 1 hereto, based upon the
average daily value (as determined on each day that such value
is determined for the Master Series at the time set forth in
the Prospectus for determining net asset value per share) of
the Master Series' net assets during the preceding month. If
the fee payable to the Sub-Adviser pursuant to this paragraph
5 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

-2-

<PAGE> 3

effectiveness or termination occurs. For purposes of
calculating each such monthly fee, the value of the Master
Series' net assets shall be computed in the manner specified
in the Prospectus and the Master Portfolio's Declaration of
Trust for the computation of the value of the Master Series'
net assets in connection with the determination of the net
asset value of Master Series shares.

5. The Sub-Adviser shall give the Master Portfolio
the benefit of the Sub-Adviser's best judgment and efforts in
rendering services under this contract. As an inducement to
the Sub-Adviser's undertaking to render these services, the
Master Portfolio and the Adviser agree that the Sub-Adviser
shall not be liable under this contract for any mistake in
judgment or in any other event whatsoever except for lack of
good faith, provided that nothing in this contract shall be
deemed to protect or purport to protect the Sub-Adviser
against any liability to the Adviser, the Master Portfolio or
the Master Portfolio's shareholders to which the Sub-Adviser
would otherwise be subject by reason of willful misfeasance,
bad faith or gross negligence in the performance of the Sub-
Adviser's duties under this contract or by reason of reckless
disregard of its obligations and duties hereunder.

6. As to each Master Series, this contract shall
continue until the date set forth opposite such Master Series'
name on Schedule 1 hereto (the "Reapproval Date") and
thereafter shall continue automatically for successive annual
periods ending on the day of each year set forth opposite the
Master Series' name on Schedule 1 hereto (the "Reapproval
Day"), provided such continuance is specifically approved at
least annually by (i) the Master Portfolio's Board of Trustees
or (ii) vote of a majority (as defined in the Act) of such
Master Series' outstanding voting securities, provided that in
either event its continuance also is approved by a majority of
the Master Portfolio's Trustees who are not "interested
persons" (as defined in the Act) of any party to this
contract, by vote cast in person at a meeting called for the
purpose of voting on such approval. As to each Master Series,
this contract may be terminated at any time by the Master
Portfolio, without the payment of any penalty, by a vote of a
majority of such Master Series' outstanding voting securities
(as defined in the Act) or by a vote of a majority of the
Master Portfolio's Board of Trustees on 60 days' written
notice to the Sub-Adviser or by the Sub-Adviser, at any time
after the Reapproval Date, on 60 days' written notice to the
Master Portfolio. This contract shall terminate
automatically, as to the relevant Master Series, in the event
of its assignment (as defined in the Act).

-3-
<PAGE> 4

7. Except to the extent necessary to perform the
Sub-Adviser's obligations under this contract, nothing herein
shall be deemed to limit or restrict the right of the Sub-
Adviser, or any affiliate of the Sub-Adviser, or any employee
of the Sub-Adviser, to engage in any other business or to
devote time and attention to the management or other aspects
of any other business, whether of a similar or dissimilar
nature, or to render services of any kind to any other trust,
corporation, firm, individual or association.

8. The Sub-Adviser will notify the Master Portfolio
and Adviser of any change in the membership of the Sub-Adviser
within a reasonable time after such change.

9. This contract shall be governed by and construed
in accordance with the laws of the State of California.

10. This contract has been executed on behalf of the
Master Portfolio by the undersigned officer of the Master
Portfolio in his capacity as an officer of the Master
Portfolio. The obligations of this contract shall only be
binding upon the assets and property of the relevant Master
Series, as provided for in the Master Portfolio's Agreement
and Declaration of Trust, and shall not be binding upon any
Trustee, officer or shareholder of the Master Portfolio or
Master Series individually.

-4-
<PAGE> 5

If the foregoing correctly sets forth the agreement
among the Master Portfolio, the Adviser and the Sub-Adviser,
please so indicate by signing and returning to the Master
Portfolio the enclosed copy hereof.

Very truly yours,

WELLS FARGO BANK, N.A.

By: /s/ HENRY J. CAVIGLI
------------------------
Name: Henry J. Cavigli
----------------------
Title: Vice President
---------------------

By: /s/ ROBERT CHLEBOWSKI
------------------------
Name: Robert Chlebowski
----------------------
Title: Senior Vice President
---------------------

ACCEPTED:

MASTER INVESTMENT PORTFOLIO

By: /s/ RICHARD H. BLANK, JR.
---------------------------
Name: Richard H. Blank, Jr.
-------------------------
Title: Chief Operating Officer
------------------------

WELLS FARGO NIKKO INVESTMENT ADVISORS

By: /s/ NEIL RUDOLPH
---------------------------
Name: Neil Rudolph
-------------------------
Title: Managing Director
------------------------

-5-

<PAGE> 6
SCHEDULE 1

LifePath 2010 Master
Series .40 of 1%

LifePath 2020 Master
Series .40 of 1%

LifePath 2030 Master
Series .40 of 1%

LifePath 2040 Master
Series .40 of 1%

Money Market Master
Series .15 of 1%

Asset Allocation Master
Series .20 of 1%

U.S. Treasury Allocation
Master Series .15 of 1%

Short-Term Allocation
Master Series .15 of 1%

Growth and Value Master
Series .25 of 1%

S&P 500 Index Master
Series .04 of 1%

Small/Medium Stock Index
Master Series .09 of 1%

International Stock
Index Master Series .19 of 1%

Bond Index
Master Series .07 of 1%
</TABLE>

__________________________

* For each Master Series, the Reapproval Date is October 25, 1995
and the Reapproval Day is October 25.

-6-

<PAGE> 1
EXHIBIT 99.B11

CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the inclusion in Amendment No. 2 to
the Registration Statement on Form N-1A (File No. 811-8162)
of Master Investment Portfolio of our report dated April 20,
1995 on our audit of the financial statements and financial
highlights for Asset Allocation Master Series, Bond Index
Master Series, S&P 500 Index Master Series, U.S. Treasury
Allocation Master Series, LifePath 2000 Master Series,
LifePath 2010 Master Series, LifePath 2020 Master Series,
LifePath 2030 Master Series, and LifePath 2040 Master Series
(each a series of Master Investment Portfolio) for the
periods indicated thereon.

/s/ Coopers & Lybrand LLP

San Francisco, California
June 26, 1995

<ARTICLE> 6
<CIK> 0000915092
<NAME> MASTER INVESTMENT PORTFOLIO
<SERIES>
<NUMBER> 14
<NAME> ASSET ALLOCATION MASTER SERIES

<S> <C>
<PERIOD-TYPE> 10-MOS
<FISCAL-YEAR-END> FEB-28-1995
<PERIOD-START> MAY-26-1994
<PERIOD-END> FEB-28-1995
<INVESTMENTS-AT-COST> 293,032,032
<INVESTMENTS-AT-VALUE> 292,651,964
<RECEIVABLES> 2,544,937
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 762
<TOTAL-ASSETS> 295,197,663
<PAYABLE-FOR-SECURITIES> 103,679
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 1,349,891
<TOTAL-LIABILITIES> 1,453,570
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 293,831,162
<SHARES-COMMON-STOCK> 29,224,791
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 292,999
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (380,068)
<NET-ASSETS> 293,744,093
<DIVIDEND-INCOME> 2,371,897
<INTEREST-INCOME> 8,138,443
<OTHER-INCOME> 0
<EXPENSES-NET> 666,053
<NET-INVESTMENT-INCOME> 9,844,287
<REALIZED-GAINS-CURRENT> 292,999
<APPREC-INCREASE-CURRENT> (380,068)
<NET-CHANGE-FROM-OPS> 9,757,218
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 9,844,287
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 293,744,093
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 666,053
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 666,053
<AVERAGE-NET-ASSETS> 251,137,000
<PER-SHARE-NAV-BEGIN> 9.75
<PER-SHARE-NII> 0.38
<PER-SHARE-GAIN-APPREC> 0.30
<PER-SHARE-DIVIDEND> 0.38
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 10.05
<EXPENSE-RATIO> 0.35
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<ARTICLE> 6
<CIK> 0000915092
<NAME> MASTER INVESTMENT PORTFOLIO
<SERIES>
<NUMBER> 11
<NAME> U.S. TREASURY ALLOCATION MASTER SERIES

<S> <C>
<PERIOD-TYPE> 10-MOS
<FISCAL-YEAR-END> FEB-28-1995
<PERIOD-START> MAY-26-1994
<PERIOD-END> FEB-28-1995
<INVESTMENTS-AT-COST> 56,805,185
<INVESTMENTS-AT-VALUE> 56,359,779
<RECEIVABLES> 821,427
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 2,407
<TOTAL-ASSETS> 57,183,613
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 322,099
<TOTAL-LIABILITIES> 322,099
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 59,384,364
<SHARES-COMMON-STOCK> 6,326,854
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (2,077,444)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (445,406)
<NET-ASSETS> 56,861,514
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 3,125,069
<OTHER-INCOME> 0
<EXPENSES-NET> 128,994
<NET-INVESTMENT-INCOME> 2,996,075
<REALIZED-GAINS-CURRENT> (2,077,444)
<APPREC-INCREASE-CURRENT> (445,406)
<NET-CHANGE-FROM-OPS> 473,225
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 2,996,075
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 56,861,514
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 128,994
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 128,994
<AVERAGE-NET-ASSETS> 55,563,000
<PER-SHARE-NAV-BEGIN> 9.10
<PER-SHARE-NII> 0.47
<PER-SHARE-GAIN-APPREC> (0.12)
<PER-SHARE-DIVIDEND> 0.47
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 8.98
<EXPENSE-RATIO> 0.30
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<ARTICLE> 6
<CIK> 0000915092
<NAME> MASTER INVESTMENT PORTFOLIO
<SERIES>
<NUMBER> 12
<NAME> BOND INDEX MASTER SERIES

<S> <C>
<PERIOD-TYPE> 10-MOS
<FISCAL-YEAR-END> FEB-28-1995
<PERIOD-START> MAY-26-1994
<PERIOD-END> FEB-28-1995
<INVESTMENTS-AT-COST> 108,076,731
<INVESTMENTS-AT-VALUE> 106,828,446
<RECEIVABLES> 1,590,015
<ASSETS-OTHER> 8,713
<OTHER-ITEMS-ASSETS> 219,265
<TOTAL-ASSETS> 108,646,439
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 637,959
<TOTAL-LIABILITIES> 637,959
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 109,755,175
<SHARES-COMMON-STOCK> 11,736,126
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (498,410)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (1,248,285)
<NET-ASSETS> 108,008,480
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 4,089,726
<OTHER-INCOME> 0
<EXPENSES-NET> 52,007
<NET-INVESTMENT-INCOME> 4,037,719
<REALIZED-GAINS-CURRENT> (498,410)
<APPREC-INCREASE-CURRENT> (1,248,285)
<NET-CHANGE-FROM-OPS> 2,291,024
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 4,037,719
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 108,008,480
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 43,294
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 60,720
<AVERAGE-NET-ASSETS> 64,132,000
<PER-SHARE-NAV-BEGIN> 9.30
<PER-SHARE-NII> 0.50
<PER-SHARE-GAIN-APPREC> (0.10)
<PER-SHARE-DIVIDEND> 0.50
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 9.20
<EXPENSE-RATIO> 0.09
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<ARTICLE> 6
<CIK> 0000915092
<NAME> MASTER INVESTMENT PORTFOLIO
<SERIES>
<NUMBER> 13
<NAME> S & P 500 INDEX MASTER SERIES

<S> <C>
<PERIOD-TYPE> 10-MOS
<FISCAL-YEAR-END> FEB-28-1995
<PERIOD-START> MAY-26-1994
<PERIOD-END> FEB-28-1995
<INVESTMENTS-AT-COST> 458,149,747
<INVESTMENTS-AT-VALUE> 486,759,037
<RECEIVABLES> 1,718,798
<ASSETS-OTHER> 8,713
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 488,486,548
<PAYABLE-FOR-SECURITIES> 407,669
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 2,473,505
<TOTAL-LIABILITIES> 2,881,174
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 453,475,616
<SHARES-COMMON-STOCK> 44,744,199
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 2,302,793
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 29,826,965
<NET-ASSETS> 485,605,374
<DIVIDEND-INCOME> 7,906,895
<INTEREST-INCOME> 1,076,590
<OTHER-INCOME> 0
<EXPENSES-NET> 156,312
<NET-INVESTMENT-INCOME> 8,827,173
<REALIZED-GAINS-CURRENT> 2,302,793
<APPREC-INCREASE-CURRENT> 29,826,965
<NET-CHANGE-FROM-OPS> 40,956,931
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 8,827,173
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 485,605,374
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 156,694
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 174,176
<AVERAGE-NET-ASSETS> 377,029,000
<PER-SHARE-NAV-BEGIN> 10.19
<PER-SHARE-NII> 0.23
<PER-SHARE-GAIN-APPREC> 0.66
<PER-SHARE-DIVIDEND> 0.23
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 10.85
<EXPENSE-RATIO> 0.05
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<ARTICLE> 6
<CIK> 0000915092
<NAME> MASTER INVESTMENT PORTFOLIO
<SERIES>
<NUMBER> 1
<NAME> LIFEPATH 2000 MASTER SERIES

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> FEB-28-1995
<PERIOD-START> MAR-01-1994
<PERIOD-END> FEB-28-1995
<INVESTMENTS-AT-COST> 60,198,409
<INVESTMENTS-AT-VALUE> 60,203,320
<RECEIVABLES> 4,079,391
<ASSETS-OTHER> 338
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 64,283,049
<PAYABLE-FOR-SECURITIES> 2,061,303
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 587,525
<TOTAL-LIABILITIES> 2,648,828
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 61,447,178
<SHARES-COMMON-STOCK> 6,327,226
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 167,057
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 19,986
<NET-ASSETS> 61,634,221
<DIVIDEND-INCOME> 172,305
<INTEREST-INCOME> 2,157,823
<OTHER-INCOME> 0
<EXPENSES-NET> 217,676
<NET-INVESTMENT-INCOME> 2,112,452
<REALIZED-GAINS-CURRENT> 167,057
<APPREC-INCREASE-CURRENT> 19,986
<NET-CHANGE-FROM-OPS> 2,299,495
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 2,112,452
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 61,614,221
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 217,676
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 217,676
<AVERAGE-NET-ASSETS> 39,343,000
<PER-SHARE-NAV-BEGIN> 10.00
<PER-SHARE-NII> 0.50
<PER-SHARE-GAIN-APPREC> (0.26)
<PER-SHARE-DIVIDEND> 0.50
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 9.74
<EXPENSE-RATIO> 0.55
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<ARTICLE> 6
<CIK> 0000915092
<NAME> MASTER INVESTMENT PORTFOLIO
<SERIES>
<NUMBER> 2
<NAME> LIFEPATH 2010 MASTER SERIES

<S> <C>
<PERIOD-TYPE> YEAR
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<NAME> MASTER INVESTMENT PORTFOLIO
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<NAME> LIFEPATH 2020 MASTER SERIES

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<NAME> MASTER INVESTMENT PORTFOLIO
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<NAME> LIFEPATH 2030 MASTER SERIES

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<NAME> MASTER INVESTMENT PORTFOLIO
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