0001021408-01-506783.txt : 20011008
0001021408-01-506783.hdr.sgml : 20011008
ACCESSION NUMBER: 0001021408-01-506783
CONFORMED SUBMISSION TYPE: PRES14A
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20011115
FILED AS OF DATE: 20010914
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: ISHARES TRUST
CENTRAL INDEX KEY: 0001100663
STANDARD INDUSTRIAL CLASSIFICATION: []
IRS NUMBER: 943351276
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: PRES14A
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-15897
FILM NUMBER: 1737949
BUSINESS ADDRESS:
STREET 1: 45 FREMONT STREET
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94105
PRES14A
1
dpres14a.txt
PRELIMINARY PROXY MATERIALS
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[X] Preliminary Proxy Statement
[_] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[_] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
iShares Trust
---------------------------------------
(Name of Registrant as Specified in its Charter)
____________________________________________________________________
(Name of Person(s) Filing Proxy Statement, if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i) and 0-11.
1) Title of each class of securities to which transaction applies:
-----------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
-----------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11: *
-----------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
-----------------------------------------------------------------
5) Total fee paid:
-----------------------------------------------------------------
* Set forth the amount on which the filing fee is calculated and state how it
was determined.
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:____________________________________
2) Form, Schedule or Registration Statement No.: __________________
3) Filing Party: _______________________________________________
4) Date Filed: ____________________________
iShares Trust
200 Clarendon Street
Boston, Massachusetts 02116
----------
Notice of Special Meeting of Shareholders
to be held November 15, 2001
Notice is hereby given that a Special Meeting of Shareholders of the
iShares Trust ( the "Trust") will be held at the offices of Investors Bank and
Trust Company, 200 Clarendon Street, Boston, Massachusetts 02116 at [3:00 p.m.]
(the "Special Meeting"). The Special Meeting is for the purpose of considering
the proposal set forth below and to transact such other business as may be
properly brought before the Special Meeting:
PROPOSAL 1: To consider and act upon a proposal to elect members to the Board of
Trustees of the Trust
Only shareholders of the Trust at the close of business on September 13,
2001 are entitled to notice of, and to vote at, these meetings or any
adjournment thereof.
SHAREHOLDERS ARE CORDIALLY INVITED TO ATTEND THE SPECIAL MEETING. WHETHER
OR NOT YOU EXPECT TO BE PRESENT AT THE SPECIAL MEETING, PLEASE COMPLETE AND
PROMPTLY RETURN THE ENCLOSED PROXY CARD. A POSTAGE PAID ENVELOPE IS ENCLOSED FOR
YOUR CONVENIENCE SO THAT YOU MAY RETURN YOUR PROXY CARD AS SOON AS POSSIBLE. YOU
MAY ALSO VOTE EASILY AND QUICKLY BY TELEPHONE OR THROUGH THE INTERNET AS
DESCRIBED IN THE ENCLOSED PROXY CARD. TO DO SO, PLEASE FOLLOW THE INSTRUCTIONS
INCLUDED ON YOUR ENCLOSED PROXY CARD. IT IS MOST IMPORTANT AND IN YOUR INTEREST
FOR YOU TO VOTE SO THAT A QUORUM WILL BE PRESENT AND A MAXIMUM NUMBER OF SHARES
MAY BE VOTED. THE PROXY IS REVOCABLE AT ANY TIME PRIOR TO ITS USE.
iSHARES TRUST
By Order of the Board of Trustees
Susan C. Mosher
Secretary
Dated: October 5, 2001
iShares Trust
200 Clarendon Street
Boston, Massachusetts 02116
October 4, 2001
Dear Shareholder:
A special meeting of Shareholders of the iShares Trust will to be held at 200
Clarendon Street, Boston, Massachusetts 02116 on Thursday, November 15, 2001 at
3:00 p.m., Eastern Time. The enclosed Notice of Special Meeting and Proxy
Statement describes the election of Trustees overseeing the Funds in which you
are invested. Please review and consider this proposal carefully.
The Trust's Board of Trustees has reviewed and unanimously approved the nominees
and believes their election to be in the best interests of each Fund's
shareholders. Accordingly, the Board recommends that you vote in favor of each
nominee.
We encourage you to read the attached Proxy Statement in full. By way of
introduction, following this letter we have included questions and answers
regarding this proxy. The information is designed to help you cast your vote as
a shareholder of one or more of the Funds, and is being provided as a supplement
to, and not a substitute for, your proxy materials, which we urge you to review
carefully.
Whether or not you plan to attend the Special Meeting, please sign and return
the enclosed proxy card in the postage prepaid envelope provided or vote by
toll-free telephone or through the Internet according to the enclosed Voting
Instructions. We realize that this Proxy Statement will take time to read, but
your vote is very important.
Please call our proxy solicitor, [XXXXXX] at 1-888-XXX-XXXX if you have any
questions. Your vote is important to us, no matter how many shares you own.
Thank you for your support.
Sincerely,
Nathan Most
Chairman
QUESTIONS AND ANSWERS
YOUR VOTE IS VERY IMPORTANT
Q. What am I being asked to vote on at the upcoming special shareholder
meeting on November 15, 2001?
A. You are being asked to elect the Trustees of the Funds.
Q. Who are the nominees to be my Trustees?
A. Five of the six Nominees currently serves as a Trustee of the Trust or as a
Director of other iShares Funds. They are: Nathan Most, Richard K. Lyons,
George G. C. Parker, John B. Carroll, and W. Allen Reed. In addition, the
Board has nominated Garrett F. Bouton, chairman of the board of the Trust's
investment adviser. Biographical information for the Nominees is included
in the attached proxy statement.
Q. I am a small investor. Why should I bother to vote?
A. Your vote makes a difference. If numerous shareholders just like you fail
to vote, the Trust may not receive enough votes to go forward with its
meeting. If this happens, we will need to solicit votes again.
Q. Who gets to vote?
A. Any person who owned shares of a Fund on the "record date," which was the
close of business on Thursday, September 13, 2001 - even if you later sold
your shares. You may cast one vote for each share you owned and a
fractional vote for each fractional share you owned on the record date.
Q. How can I vote?
A. You can vote your shares in any one of four ways:
. Through the Internet.
. By toll-free telephone.
. By mail, using the enclosed proxy card.
. In person at the meeting.
We encourage you to vote through the Internet or by telephone, using the
number that appears on your proxy card. These voting methods will save a
good deal of money. Whichever voting method you choose, please take the
time to read the full text of the Proxy Statement before you vote.
Q. I plan to vote by mail. How should I sign my proxy card?
A. If you own shares individually, please sign exactly as your name appears on
the proxy card. Either owner of shares owned jointly may sign the proxy
card, but the signer's name must exactly match one that appears on the
card. If you do not own shares, but have voting authority for shares, you
should sign the proxy card in a way that indicates your authority (for
instance, "John Brown, Custodian").
Q. Who should I call if I have any questions about voting?
A. You can call our proxy solicitor, [XXXXX], at 1-888-XXX-XXXX.
iShares Trust
200 Clarendon Street
Boston, Massachusetts 02116
-----------------
PROXY STATEMENT
-----------------
SPECIAL MEETING OF SHAREHOLDERS TO BE HELD
November 15, 2001
This Proxy Statement is furnished by the Board of Trustees of iShares Trust
(the "Trust") in connection with the solicitation of proxies for use at the
Special Meeting of Shareholders of the Trust to be held on Thursday, November
15, 2001, at 3:00 p.m. Eastern Time, or at any adjournment thereof (the "Special
Meeting"), at the offices of Investors Bank & Trust Co., 200 Clarendon Street,
Boston, MA 02116. It is expected that the Notice of Special Meeting, this Proxy
Statement and a Proxy Card will be mailed to shareholders on or about October 5,
2001.
Summary
At the Special Meeting, shareholders will be asked to vote on one proposal
to elect a slate of Trustees to serve on the Board of Trustees of the Trust (the
"Proposal").
If you do not expect to be present at the Special Meeting and wish your
shares to be voted, please vote your proxy (the "Proxy") by mail, telephone or
Internet allowing sufficient time for the Proxy to be received on or before 3:00
p.m., Eastern Time on Thursday, November 15, 2001. If your Proxy is properly
returned, shares represented by it will be voted at the Special Meeting in
accordance with your instructions. However, if no instructions are specified on
the Proxy with respect to the Proposal, the Proxy will be voted FOR the approval
of the Proposal and in accordance with the judgment of the persons appointed as
proxies upon any other matter that may properly come before the Special Meeting.
Shareholders may revoke their Proxies at any time prior to the time they are
voted by giving written notice to the Secretary of the Trust, by delivering a
subsequently dated Proxy or by attending and voting at the Special Meeting.
The close of business on September 13, 2001 has been fixed as the record
date (the "Record Date") for the determination of shareholders entitled to
notice of, and to vote at, the Special Meeting and at any adjournment thereof.
Each full share will be entitled to one vote at the Special Meeting and each
fraction of a share will be entitled to the fraction of a vote equal to the
proportion of a full share represented by the fractional share. On September 13,
2001, each
1
series of the iShares Trust (each a "Fund," and collectively, the "Funds") had
the following shares outstanding:
--------------------------------------------------------------------------------
Total Shares
Fund: Outstanding:
--------------------------------------------------------------------------------
iShares S&P 100 Index Fund
--------------------------------------------------------------------------------
iShares S&P 500 Index Fund
--------------------------------------------------------------------------------
iShares S&P 500/BARRA Growth Index Fund
--------------------------------------------------------------------------------
iShares S&P 500/BARRA Value Index Fund
--------------------------------------------------------------------------------
iShares S&P MidCap 400 Index Fund
--------------------------------------------------------------------------------
iShares S&P MidCap/BARRA Growth Index Fund
--------------------------------------------------------------------------------
iShares S&P MidCap/BARRA Value Index Fund
--------------------------------------------------------------------------------
iShares S&P SmallCap 600 Index Fund
--------------------------------------------------------------------------------
iShares S&P SmallCap 600/BARRA Growth Index Fund
--------------------------------------------------------------------------------
iShares S&P SmallCap 600/BARRA Value Index Fund
--------------------------------------------------------------------------------
iShares S&P Global 100 Index Fund
--------------------------------------------------------------------------------
iShares S&P Europe 350 Index Fund
--------------------------------------------------------------------------------
iShares S&P/TSE 60 Index Fund
--------------------------------------------------------------------------------
iShares Dow Jones U.S. Total Market Index Fund
--------------------------------------------------------------------------------
iShares Dow Jones Basic Materials Sector Index Fund
--------------------------------------------------------------------------------
iShares Dow Jones Consumer Cyclical Sector Index Fund
--------------------------------------------------------------------------------
iShares Dow Jones Consumer Non-Cyclical Sector Index Fund
--------------------------------------------------------------------------------
iShares Dow Jones U.S. Energy Sector Index Fund
--------------------------------------------------------------------------------
iShares Dow Jones U.S. Financial Sector Index Fund
--------------------------------------------------------------------------------
iShares Dow Jones U.S. Healthcare Sector Index Fund
--------------------------------------------------------------------------------
iShares Dow Jones U.S. Industrial Sector Index Fund
--------------------------------------------------------------------------------
iShares Dow Jones U.S. Technology Sector Index Fund
--------------------------------------------------------------------------------
iShares Dow Jones U.S. Telecommunications Sector Index Fund
--------------------------------------------------------------------------------
iShares Dow Jones U.S. Utilities Sector Index Fund
--------------------------------------------------------------------------------
iShares Dow Jones U.S. Chemicals Index Fund
--------------------------------------------------------------------------------
iShares Dow Jones U.S. Financial Services Index Fund
--------------------------------------------------------------------------------
iShares Dow Jones U.S. Internet Index Fund
--------------------------------------------------------------------------------
iShares Dow Jones U.S. Real Estate Index Fund
--------------------------------------------------------------------------------
iShares Russell 3000 Index Fund
--------------------------------------------------------------------------------
iShares Russell 3000 Growth Index Fund
--------------------------------------------------------------------------------
iShares Russell 3000 Value Index Fund
--------------------------------------------------------------------------------
iShares Russell 2000 Index Fund
--------------------------------------------------------------------------------
iShares Russell 2000 Growth Index Fund
--------------------------------------------------------------------------------
iShares Russell 2000 Value Index Fund
--------------------------------------------------------------------------------
iShares Russell 1000 Index Fund
--------------------------------------------------------------------------------
iShares Russell 1000 Growth Index Fund
--------------------------------------------------------------------------------
iShares Russell 1000 Value Index Fund
--------------------------------------------------------------------------------
iShares Russell Midcap Index Fund
--------------------------------------------------------------------------------
iShares Russell Midcap Growth Index Fund
--------------------------------------------------------------------------------
iShares Russell Midcap Value Index Fund
--------------------------------------------------------------------------------
iShares Cohen & Steers Realty Majors Index Fund
--------------------------------------------------------------------------------
iShares Nasdaq Biotechnology Index Fund
--------------------------------------------------------------------------------
iShares Goldman Sachs Technology Index Fund
--------------------------------------------------------------------------------
iShares Goldman Sachs Networking Index Fund
--------------------------------------------------------------------------------
2
--------------------------------------------------------------------------------
Fund: Total Shares
Outstanding:
--------------------------------------------------------------------------------
iShares Goldman Sachs Semiconductor Index Fund
--------------------------------------------------------------------------------
iShares Goldman Sachs Software Index Fund
--------------------------------------------------------------------------------
iShares MSCI EAFE Index Fund
--------------------------------------------------------------------------------
Expenses
The expenses of the Special Meeting will be borne proportionately by the
Funds, based on the assets of each Fund. The solicitation of Proxies will be
largely by mail, but may include telephonic, Internet or oral communication by
officers and service providers of the Trust, who will not be paid for these
services, and/or by [XXXXXXX], a professional proxy solicitor retained by the
Funds for an estimated fee of [$_____], plus out-of-pocket expenses. The Funds
will also reimburse brokers and other nominees for their reasonable expenses in
communicating with the person(s) for whom they hold shares of the Funds.
Upon request, the Trust will furnish to its shareholders, without charge, a
copy of its annual report. The annual report may be obtained by written request
to the Trust, c/o SEI Investments Distribution Co., Oaks, PA 19456 or by calling
1-800-iShares.
The Trust is registered as an open-end management investment company under
the Investment Company Act of 1940 (the "1940 Act") and its shares are
registered under the Securities Act of 1933.
PROPOSAL 1: TO ELECT A NEW BOARD OF TRUSTEES OF THE TRUST.
At the Special Meeting, it is proposed that six Trustees be elected to hold
office until their successors are duly elected and qualified. The persons named
in the accompanying Proxy intend, in the absence of contrary instructions, to
vote all Proxies on behalf of the shareholders for the election of Nathan Most,
Richard K. Lyons, George G. C. Parker, John B. Carroll, W. Allen Reed, and
Garrett F. Bouton (each a "Nominee" and collectively, the "Nominees"). If the
Nominees are elected, two-thirds of the Board's members will be disinterested
persons within the contemplation of Section 10 of the 1940 Act (an "Independent
Trustee"). Each Nominee who would serve as an Independent Trustee was nominated
by the Trust's Nominating Committee, a committee consisting entirely of the
Trust's current Independent Trustees.
At a meeting held on August 15, 2001, the Board of Trustees approved the
nomination of Nathan Most, Richard K. Lyons, George G.C. Parker, John B.
Carroll, and W. Allen Reed. Messrs. Most, Lyons and Parker are each currently
Trustees of the Trust. Messrs. Carroll and Reed, along with Mr. Most, are each
currently directors of iShares Inc., a separate investment company. At a meeting
held on [By written consent, dated] September XX, 2001, the Board of Trustees
approved the nomination of Garrett F. Bouton, Chairman of the Board of Directors
of Barclays Global Fund Advisors ("BGFA" or the "Advisor") and Chief Operating
Officer and Director of Barclays Global Investors ("BGI"). If subsequently
approved by shareholders, each Nominee will serve as members of the Board of
Trustees of the Trust.
3
The election of new Board members arises out of an overall plan to
consolidate the various iShares Funds into uniform structure under a single
consolidated board of trustees. Currently, iShares Trust is organized as a
Delaware business trust, with three Trustees. Shareholders of iShares Trust are
being asked to elect a slate of six nominees: Mr. Most, who currently sits on
the boards of both iShares Trust and iShares, Inc., two, Mr. Lyons and Mr.
Parker, who currently sit on the iShares Trust Board only, two, Mr. Carroll and
Mr. Reed, who currently sit on the iShares Inc. Board only, and Mr. Bouton, who
does not currently sit on either board. The Trustees believe that electing a
single consolidated Board for all of the iShares Funds will enhance the
governance of the fund complex, permit certain administrative and regulatory
streamlining, and create efficiencies that will benefit each iShares Fund.
Each of the Nominees has consented to being named in this Proxy
Statement and to serving as a Trustee if elected. The Trust knows of no reason
why any Nominee would be unable or unwilling to serve if elected. Because the
Trust does not hold regular annual shareholder meetings, each Nominee, if
elected, will hold office until his successor is elected and qualified.
Information Regarding Nominees
The following information is provided for each Nominee. As of September
13, 2001 the Nominees as a group, and the Trustees and officers of the Trust, as
a group, beneficially owned less than 1% of the total outstanding shares of each
Trust.
Position Business Experience during the Past Five
with the Years (including all trusteeships and
Name, Address, and Age of the Nominees Trust directorships)
------------------------------------------- -------------- ---------------------------------------------
Nathan Most,** Trustee, President & Chairman of the Board, iShares,
P.O. Box 193 President, Inc. (formerly known as WEBS Index Fund,
Burlingame, CA 94011-0193 Treasurer, Inc.) (Since 1996) Consultant to Barclays
Age 87 Principal Global Investors, American Stock Exchange
Financial and the Hong Kong Stock Exchange Formerly
Officer Senior Vice President American Stock
(Since 1999) Exchange (New Product Development)
(1976-1996)
Richard K. Lyons Trustee Professor, University of California,
350 Barrows Hall (Since 2000) Berkeley: Haas School of Business
Haas School of Business (Since 1993) Member, Council on Foreign
UC Berkeley Relations Consultant: IMF World Bank,
Berkeley, CA 94720 Federal Reserve Bank, European Commission
Age 39 and United Nations Board of Directors:
Matthews International Funds
4
Position Business Experience during the Past Five
Name, Address, and Age of the with the Years (including all trusteeships and
Nominees Trust directorships)
------------------------------------ -------------- ---------------------------------------------
George G.C. Parker Trustee Associate Dean for Academic Affairs,
Graduate School of Business, (Since 2000) Director of MBA Program, Professor,
Stanford University Stanford University: Graduate School of
521 Memorial Way Business (Since 1988) Board of Directors:
Room K301 Affinity Group, Bailard, Biehl and Kaiser,
Stanford, CA 94305 Inc., California Casualty Group of
Age 60 Insurance Companies, Continental Airlines,
Inc., Community First Financial Group,
Dresdner/RCM Mutual Funds, H. Warshow &
Sons, Inc.
John B. Carroll Nominee Retired Vice President of Investment
520 Main Street Management (from 1984-2000) of GTE
Ridgefield, CT 06877 Corporation; Advisory Board member of
Age 65 Ibbotson Assoc. (since 1998); former
Trustee and Member of the Executive
Committee (since 1991) of The Common Fund,
a non-profit organization; Member of the
Investment Committee (since 1988) of the
TWA Pilots Annuity Trust Fund; former Vice
Chairman and Executive Committee Member
(since 1992) of the Committee on Investment
of Employee Benefit Assets of the Financial
Executive Institute; and Member (since
1986) of the Pension Advisory Committee of
the New York Stock Exchange.
W. Allen Reed Nominee President, CEO and Director (since 1994) of
General Motors Investment General Motors Investment Management
Management Corp. Corporation; Director (from 1995 to 1998)
767 Fifth Avenue of Taubman Centers, Inc. (a real estate
New York, NY 10153 investment trust); (since 1992) of FLIR
Age 53 Systems (an imaging technology company);
Director (since 1994) of General Motors
Acceptance Corporation; Director (since
1994) of General Motors
5
Position Business Experience during the Past Five
Name, Address, and Age of the with the Years (including all trusteeships and
Nominees Trust directorships)
------------------------------------- -------------- ---------------------------------------------
Insurance Corporation; Director (since
1995) of Equity Fund of Latin America;
Director (since 1995) of the Commonwealth
Equity Fund; Member (from 1994 to 1998) of
the Pension Managers Advisory Committee of
the New York Stock Exchange; Member (since
1995) of the New York State Retirement
System Advisory Board; Chairman (since
1995) of the Investment Advisory Committee
of Howard Hughes Medical Institute.
Garrett F. Bouton Nominee Managing Director and Chief Executive
Officer (since 2000) for BGI's global
individual investor business; Chairman of
the Board of Directors (since 199X) of
BGFA; Chief Operating Officer and Director
(since 1998) of BGI; Director of various
Barclays subsidiaries (since 1997); Global
H. R. Director (since 1996) for BGI.
* Each Nominee has provided this information
** Because Mr. Most is employed as a consultant to the Adviser, and Mr. Bouton
is chairman of the board of the Adviser, each may be deemed an "interested
person" as defined by the 1940 Act
Responsibilities of the Board
The primary responsibility of the Board of Trustees is to represent the
interests of the shareholders of the Funds and to provide oversight of the
management and business affairs of the Trust. The Board also elects the officers
of the Trust, who are responsible for supervising and administering the Trust's
day to day operations. The Board held [7] meetings during calendar year 2000.
Each of the current Trustees attended 100% of the Board meetings held during
2000. Currently, iShares Trust consists of 47 Funds and iShares Inc. consists of
28 Funds, each of which will be subject to the supervision of the Nominees, if
elected.
Compensation of Trustees
Each Trustee receives an aggregate annual fee plus a fee per meeting
attended (plus reimbursement for reasonable out-of-pocket expenses incurred in
connection with his or her attendance at Board and committee meetings) from the
Trust. For the fiscal year ended April 30,
6
2001, Trustees' fees totaled [$XXXX]. The officers of iShares Trust do not
receive any direct remuneration from the Trust.
The aggregate compensation payable by the Trust to each of the Trustees
serving during the fiscal year ending April 30, 2001 is set forth in the
compensation table below. The total compensation payable to such Nominees from
both iShares Trust and iShares Inc. during the year is also set forth in the
compensation table below.
COMPENSATION TABLE
iShares Trust (as of April 30, 2001)
Total Compensation from
Aggregate Compensation the Fund Complex
Name and Position Payable from the Trust Payable to Trustee
Nathan Most* $54,000 $123,500
Trustee, President, Treasurer,
Principal Financial Officer
Richard K. Lyons $54,000 $54,000
Trustee
George G.C. Parker $54,000 $54,000
Trustee
Thomas E. Flanigan $XX,000 $XX,000
Trustee**
John B. Carroll* N/A $55,000
Nominee
W. Allen Reed* N/A $55,000
Nominee
* Messrs. Most, Carroll, and Reed serve as Directors to iShares Inc.
** Thomas E. Flanigan resigned from the Board of Trustees on November 15,
2000.
Committees of the Board of Trustees
The Board of Trustees has an Audit Committee. The Audit Committee makes
recommendations to the full Board of Trustees with respect to the engagement of
independent accountants. The Audit Committee reviews, with the independent
accountants, the results of the audit engagement and matters having a material
effect on the Trust's financial operations. The members of the Audit Committee
during the fiscal year most recently ended were Messrs. Lyons and Parker, each
of whom is an Independent Trustee. Mr. Lyons was Chairman of the Audit Committee
during the fiscal year most recently ended. If elected, Messrs. Lyons, Parker,
Carroll
7
and Reed will be members of the Audit Committee. The Trust's Audit Committee met
[2] times during its fiscal year most recently completed, ending April 30, 2001.
The Board of Trustees formerly created a Nominating Committee on August 15,
2001. The Nominating Committee makes recommendations to the full Board of
Trustees with respect to candidates for and policies of the Board of Trustees.
The members of the Trust's Nominating Committee are Messrs. Lyons and Parker
(Chairman), each of whom is an Independent Trustee. If elected, Messrs. Lyons
and Parker will be members of the Nominating Committee. The Nominating
Committees did not exist, and therefore did not meet, during the fiscal year
most recently ended.
Board Approval of the Election of Trustees
At the meeting of the Board of Trustees held on August 15, 2001, the Board
of Trustees voted to approve a Special Shareholder Meeting to elect each of the
Nominees for Trustee named herein, with the exception of Mr. Bouton.
Subsequently, on September XX, 2001,The Board approved the nomination of Mr.
Bouton [by unanimous written consent]. In voting to approve a Special
Shareholder Meeting to elect the Nominees as Trustees of the Trust, the Board of
Trustees considered the Nominees' experience and qualifications. Each Nominee
for Trustee, who would serve as an Independent Trustee, was nominated and
approved by the Board's Nominating Committee.
Shareholder Approval of the Election of Trustees
The election of Trustees requires the affirmative vote of a plurality of
all votes cast at the Special Meeting, provided that a majority of the shares
entitled to vote are present in person or by proxy at the Special Meeting. If
you return your proxy but give no voting instructions, your shares will be voted
FOR all Nominees named herein. If the Nominees are not approved by shareholders
of the Trusts, the current Board of Trustees will remain in place and may
consider alternative nominations.
THE BOARDS OF TRUSTEES RECOMMEND THAT YOU VOTE FOR ALL NOMINEES.
ADDITIONAL INFORMATION
Trustees and Executive Officers
Information about the Trusts' current Trustees and principal executive
officers is set forth below. Each officer of the Trusts will hold such office
until the Board of Trustees have elected a successor.
8
Shares of the
Portfolios
Name and Business Experience during the Beneficially Owned
Position Past Five Years (including all as of
With the Trust Age Trusteeships or Directorships) September 13, 2001** Percentage
-------------- --- ------------------------------ -------------------- ----------
Nathan Most*, 87 See "Information Regarding Nominees" [XXX] [XXX]
Trustee, President,
Treasurer, Principal
Financial
Officer
Richard K. Lyons, 39 See "Information Regarding Nominees" [XXX] [XXX]
Trustee
George G.C. Parker, 60 See "Information Regarding Nominees" [XXX] [XXX]
Trustee
Donna M. McCarthy, 34 Unit Director, (formerly Director), Mutual [XXX] [XXX]
Assistant Treasurer Fund Administration, Investors Bank
and Trust Company Formerly, Manager,
Business Assurance Group, Coopers &
Lybrand (1988-1994)
Jeffrey J. Gaboury, 32 Director (formerly Manager), Mutual Fund [XXX] [XXX]
Assistant Treasurer Administration, Reporting and Compliance,
Investors Bank and Trust Company (since
1996) Formerly, Assistant Manager, Fund
Compliance, Scudder, Stevens & Clark
(1992-1996)
Susan C. Mosher, 46 Senior Director & Senior Counsel, Mutual
Secretary Fund Administration, Investors Bank and
Trust Company (since 1995)
Formerly, Associate Counsel, 440
Financial Group (1992-1995)
Sandra I. Madden, 34 Associate Counsel, Mutual Fund
Assistant Secretary Administration, Investors Bank and
Trust Company (since 1999)
Formerly, Associate, Scudder Kemper
Investments, Inc. (1996-1999)
* Denotes an individual who may be deemed to be an "interested person" as
defined in the 1940 Act.
** As of September 13, 2001 the Trustees and officers of the Trust as a group
(7 persons) beneficially owned an aggregate of less than 1% of the
Portfolio.
9
Information about the Advisor, Administrator, Transfer Agent and Distributor
BGFA, located at 45 Fremont Street, San Francisco, CA 94105, serves as
investment advisor to each Fund pursuant to an Investment Advisory Agreement
between the Trust and BGFA.
Investors Bank & Trust Co. ("Investors Bank") serves as Administrator for
the Trust. Its principal address is 200 Clarendon Street, Boston, MA 02116.
Under the Administration Agreement with the Trust, Investors Bank provides
necessary administrative and accounting services for the maintenance and
operations of the Trust and each Fund.
SEI Investments Distribution Co. (the "Distributor"), located at One
Freedom Valley Drive, Oaks, Pennsylvania 19456,
serves as the Trust's distributor.
Independent Public Accountants
PricewaterhouseCoopers LLP (`PWC") serves as independent public accountants
for the Trust. Representatives of PWC are not expected to be present at the
Special Meeting, but will be available by telephone should questions arise.
The information under each of the following subheadings shows the aggregate
fees PWC billed to the Trust, the Advisor and affiliates of the Advisor for its
professional services rendered for the fiscal year ended [April] 30, 2001. The
Audit Committee has [not] considered whether the provision of services, of the
type listed below is compatible with maintaining the independent auditor's
independence.
Audit Fees. The aggregate fees billed for professional services rendered by
----------
PWC for the audit of the iShares Trust's financial statements for the
fiscal year ended [April] 30, 2001 were $XXX,XXX.
Financial Information Systems Design and Implementation Fees. $XXXXXXX in
------------------------------------------------------------
fees were billed for professional services rendered by PWC during the
fiscal year ended [April] 30, 2001 for (1) operating, or supervising the
operation of, the Fund's information systems or managing its local area
networks or (2) designing or implementing a hardware or software system
that aggregates source data underlying the Fund's financial statements or
generates information that is significant to its financial statements taken
as a whole.
All Other Fees. The aggregate fees billed by PWC to BGFA and the iShares
--------------
Trust during the fiscal year ended [April] 30, 2001 for tax-related
services were $X,XXX and $X,XXX, respectively. The aggregate fees billed by
PWC to BGFA and affiliated entities during the fiscal year ended [April]
30, 2001 for audit, attestation, tax and other non-audit services were
$XX,XXX.
10
Beneficial Owners
As of the Record Date, the following persons beneficially owned 5% or more
the outstanding shares of each Fund, as described below:
Name and Address of Owner Total Number of Shares Percentage of Ownership
------------------------- ---------------------- -----------------------
[To be provided]
Submission of Shareholder Proposals
The Trust is organized as a business trust under the laws of the State of
Delaware. As such, the Trust is not required to, and does not, have annual
meetings.
Nonetheless, the Board of Trustees may call a special meeting of
shareholders for action by shareholder vote as may be required by the 1940 Act,
or as required or permitted by the Declaration of Trust and By-Laws of the
Trust.
Shareholders who wish to present a proposal for action at a future meeting
should submit a written proposal to the Trust for inclusion in a future proxy
statement. The Board of Trustees will give consideration to shareholder
suggestions as to nominees for the Board of Trustees. Shareholders retain the
right to request that a meeting of the shareholders be held for the purpose of
considering matters requiring shareholder approval.
Required Vote
Approval of Proposal #1 requires the affirmative vote of a plurality of all
votes cast at the Special Meeting, provided that a majority of the shares of the
Trust entitled to vote are present in person or by proxy at the Special Meeting.
If the Nominees are not approved by shareholders of the Trust, the current Board
of Trustees will remain in place and may consider alternative nominations. The
Trustees of the Trust recommend that the shareholders vote for each Nominee in
Proposal #1.
Abstentions and "broker non-votes" will not be counted for or against the
Proposal but WILL BE counted for purposes of determining whether a quorum is
present. The Trusts believe that brokers who hold shares as record owners for
beneficial owners have the authority under the rules of the various stock
exchanges to vote those shares with respect to the Proposal when they have not
received instructions from beneficial owners.
Other Matters
No business other than the matter described above is expected to come
before the Special Meeting, but should any matter incident to the conduct of the
Special Meeting or any question as to an adjournment of the Special Meeting
arise, the persons named in the enclosed Proxy will vote thereon according to
their best judgment in the interest of the Trust.
11
SHAREHOLDERS WHO DO NOT EXPECT TO BE PRESENT AT THE SPECIAL MEETING AND WHO WISH
TO HAVE THEIR SHARES VOTED ARE REQUESTED TO VOTE BY MAIL, TELEPHONE OR INTERNET
EXPLAINED IN THE INSTRUCTIONS INCLUDED ON YOUR PROXY CARD.
By Order of the Trustees,
/s/ Nathan Most
Nathan Most
President
Dated: October 5, 2001
12
iShares Trust
iShares S&P 100 Index Fund iShares Dow Jones U.S. Financial Sector iShares Russell 1000 Index Fund
iShares S&P 500 Index Fund Index Fund iShares Russell 1000 Growth
iShares S&P 500/BARRA Growth Index Fund iShares Dow Jones U.S. Healthcare Sector Index Fund
iShares S&P 500/BARRA Value Index Fund Index Fund iShares Russell 1000 Value
iShares S&P MidCap 400 Index Fund iShares Dow Jones U.S. Industrial Sector Index Fund
iShares S&P MidCap/BARRA Growth Index Fund iShares Russell Midcap Index Fund
Index Fund iShares Dow Jones U.S. Technology Sector iShares Russell Midcap Growth
iShares S&P MidCap/BARRA Value Index Fund Index Fund Index Fund
iShares S&P SmallCap 600 Index Fund iShares Dow Jones U.S. Telecommunications iShares Russell Midcap Value
iShares S&P SmallCap 600/BARRA Growth Sector Index Fund Index Fund
Index Fund iShares Dow Jones U.S. Utilities Sector iShrares Cohen & Steers Realty
iShares S&P SmallCap 600/BARRA Value Index Fund Majors Index Fund
Index Fund iShares Dow Jones U.S. Chemicals Index Fund iShares Nasdaq Biotechnology
iShares S&P Global 100 Index Fund iShares Dow Jones U.S. Financial Services Index Fund
iShares S&P Europe 350 Index Fund Index Fund iShares Goldman Sachs Technology
iShares S&P/TSE 60 Index Fund iShares Dow Jones U.S. Internet Index Fund Index Fund
iShares Dow Jones U.S. Total Market iShares Dow Jones U.S. Real Estate iShares Goldman Sachs Networking
Index Fund Index Fund Index Fund
iShares Dow Jones Basic Materials Sector iShares Russell 3000 Index Fund iShares Goldman Sachs Semiconductor
Index Fund iShares Russell 3000 Growth Index Fund Index Fund
iShares Dow Jones Consumer Cyclical Sector iShares Russell 3000 Value Index Fund iShares Goldman Sachs Software
Index Fund iShares Russell 2000 Index Fund Index Fund
iShares Dow Jones Consumer Non-Cyclical iShares Russell 2000 Growth iShares MSCI EAFE Index Fund
Sector Index Fund Index Fund
iShares Dow Jones U.S. Energy Sector iShares Russell 2000 Value Index Fund
Index Fund
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS
November 15, 2001
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES OF THE ISHARES TRUST.
The undersigned Shareholder(s) of the iShares Trust (the "Trust")
hereby appoint(s) __________, __________ and __________, each with full power of
substitution, the proxy or proxies to attend the Special Meeting of Shareholders
(the "Special Meeting") of the Trust to be held on Thursday, November 15, 2001,
and any adjournments thereof, to vote all of the shares of the Trust that the
signer would be entitled to vote if personally present at the Special Meeting
and on any other matters brought before the Special Meeting, all as set forth in
the Notice of Special Meeting of Shareholders. Said proxies are directed to vote
or refrain from voting pursuant to the Proxy Statement as checked below.
To Vote by Internet
1) Read the Proxy Statement and have the Proxy card below at hand.
2) Go to Website [www.proxyvote.com].
3) Enter the 12-digit control number set forth on the Proxy card and
follow the simple instructions.
To Vote by Telephone
1) Read the Proxy Statement and have the Proxy card below at hand.
2) Call the toll-free number on the Proxy Statement.
3) Enter the 12-digit control number set forth on the Proxy card and
follow the simple instructions.
All properly executed proxies will be voted as directed herein by the
signing Shareholder(s). If no direction is given when the duly executed proxy is
returned, such shares will be voted FOR the Proposals.
Please date, sign and return promptly.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS
PORTION FOR YOUR RECORDS.
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS
PORTION ONLY.
iShares Trust
Election of Trustees
1. Proposal to elect Trustees. The nominees for Trustees are:
For All Nominees Withhold For All Except
[_] [_] [_]
1.) Nathan Most
2.) Richard K. Lyons
3.) George G.C. Parker
4.) John B. Carroll
5.) W. Allen Reed
6.) Garrett F. Bouton
To withhold authority to vote, mark "For all Except" and write the nominees'
number on the line below.
--------------------------------------------------------------------------------
Vote On Proposal
2. To transact such other business as may properly come before the Special
Meeting or any adjournment thereof.
The undersigned acknowledges receipt with this proxy of a copy of the
Notice of Special Meeting of Shareholders and the Proxy Statement of the Board
of Trustees.
Your signature(s) on this proxy should be exactly as your name or names
appear on this proxy. If the shares are held jointly, each holder should sign.
If signing is by attorney, executor, administrator, trustee or guardian, please
print your full title below your signature.
Dated: _____________ 2001
__________________________________ ___________________________________
Signature Signature