Preliminary Copies for Use of
The Securities and Exchange Commission Only.
FUNDS IV TRUST
SHORT-TERM TREASURY INCOME FUND
INTERMEDIATE BOND INCOME FUND
BOND INCOME FUND
STOCK APPRECIATION FUND
AGGRESSIVE STOCK APPRECIATION FUND
VALUE STOCK APPRECIATION FUND
INTERNATIONAL EQUITY FUND
237 Park Avenue
New York, New York 10017
January 25, 1996
Dear Shareholders:
You are cordially invited to attend the combined Special
Meeting of the Short-Term Treasury Income Fund, Intermediate Bond
Income Fund, Bond Income Fund, Stock Appreciation Fund,
Aggressive Stock Appreciation Fund Value Stock Appreciation Fund
and International Equity Fund (each a "Fund" and together, the
"Funds") (the "Trust"), which will be held on Friday, March 1, at
11:00 a.m. at the offices of ___________________, [Address].
The matters to be acted upon are described in the attached Notice
and Proxy Statement. The Special Meeting is necessitated by the
events described below.
On August 25, 1995, the Board of Directors of Fourth
Financial Corporation agreed to merge (the "Merger") with and
into a wholly-owned subsidiary of Boatmen's Bancshares, Inc.
("Boatmen's"). Fourth Financial Corporation is the parent of
Bank IV, N.A. ("Bank IV") the investment adviser to the Funds.
It is currently expected that the Merger will be consummated on
or before January 31, 1996.
Boatmen's manages or otherwise oversees the investment of
over $____ billion in assets belonging to a wide-range of
clients, including the Pilot family of mutual funds, which funds
had assets of $____ billion as of __________, 1995.
To facilitate the investment management of assets and the
delivery of shareholder services to the Trust, the Trustees of
your Funds are proposing for your approval, new investment
advisory arrangements with Bank IV, and the ratification of the
current Trustees' selection of Price Waterhouse LLP as
independent public accountants for the Trust and the Funds.
Although we would like very much to have each shareholder
attend the Special Meeting, we realize this is not possible.
Whether or not you plan to be present, we need your vote. We
urge you to complete, sign and return the enclosed proxy card or
cards promptly. A postage-paid envelope is enclosed for this
purpose.
If you return your proxy or proxies promptly you can help
your Fund avoid the expense of follow-up mailings to achieve a
quorum. If your shares in a Fund are held in street name, your
bank or broker can vote your shares, but may do so only upon
receipt of your specific instructions. Please contact the person
responsible for your account and instruct him or her to execute a
proxy card today. If you decide between now and the meeting that
you can attend the meeting in person, you can revoke your proxy
at that time and vote your shares at the meeting.
As the date of the meeting approaches, if we have not
received your vote, you may receive a call from [Shareholder
Communications Corp.] which has been retained to assist
shareholders in the voting process.
We look forward to seeing you at the meeting or receiving
your proxy so that your shares may be voted at the meeting.
Sincerely,
JOHN J. PILEGGI
President
Funds IV Trust
FUNDS IV TRUST
SHORT-TERM TREASURY INCOME FUND
INTERMEDIATE BOND INCOME FUND
BOND INCOME FUND
STOCK APPRECIATION FUND
AGGRESSIVE STOCK APPRECIATION FUND
VALUE STOCK APPRECIATION FUND
INTERNATIONAL EQUITY FUND
237 Park Avenue
New York, New York 10017
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
January 25, 1996
Notice is hereby given that a combined Special Meeting (the
"Meeting") of Shareholders of the Short-Term Treasury Income
Fund, Intermediate Bond Income Fund, Bond Income Fund, Stock
Appreciation Fund, Aggressive Stock Appreciation Fund Value Stock
Appreciation Fund, and International Equity Fund (each, a "Fund"
and together, the "Funds"), each of which is a series of Funds IV
Trust (the "Trust"), will be held at the offices of
____________________ at [Address], on Friday, March 1, 1996 at
11:00 a.m., Eastern time, for the following purposes, with each
Fund voting separately in connection with item one below and
together in connection with items two and three below:
1. To approve or disapprove proposed new Investment
Advisory Agreements between the Trust, on behalf of each Fund,
and Bank IV as set forth in Part I of the attached Proxy
Statement.
2. To ratify or reject the selection of Price Waterhouse
LLP, independent public accountants, as auditors for the Trust
and each Fund for the current fiscal year as described in Part II
of the attached Proxy Statement.
3. To transact such other business as may properly come
before the Meeting or any adjournments thereof.
Only shareholders of record of each Fund at the close of
business on ________________, 1995 (the "Record Date ) are
entitled to receive notice of and to vote at the Meeting and at
any adjournments thereof on matters relating to that Fund.
At the Meeting on Friday, March 1, 1996, the matters
specified in Parts I and II of the attached Proxy Statement
relating to proposed new investment advisory arrangements between
the Trust, on behalf of each Fund and Bank IV, and ratification
of independent auditors will be voted upon. Only shareholders of
the Funds are being solicited for their proxies.
By Order of the Trustees,
JOAN V. FIORE
Secretary
January 25, 1996
YOU ARE CORDIALLY INVITED TO ATTEND THE MEETING IN PERSON.
A PROXY CARD IS ENCLOSED FOR THE FUND OR FUNDS IN WHICH YOU ARE A
SHAREHOLDER IF YOU DO NOT EXPECT TO ATTEND THE MEETING. WE URGE
YOU TO MARK, SIGN, DATE AND MAIL THE ENCLOSED PROXY OR PROXIES IN
THE ENCLOSED POSTAGE-PAID ENVELOPE SO THAT YOUR SHARES WILL BE
REPRESENTED AND VOTED AT THE MEETING. IN ORDER TO AVOID THE
ADDITIONAL EXPENSE OF FURTHER SOLICITATION, WE ASK YOUR
COOPERATION IN MAILING YOUR PROXY OR PROXIES PROMPTLY.
THE TRUSTEES RECOMMEND THAT YOU VOTE IN FAVOR OF EACH OF THE
PROPOSALS.
INSTRUCTIONS FOR EXECUTING PROXY CARD
The following general rules for signing proxy cards may be
of assistance to you and may help to avoid the time and expense
involved in validating your vote if you fail to sign your proxy
card properly.
1. Individual Accounts: Sign your name exactly as it
appears on the proxy card.
2. Joint Accounts. Either party may sign, but the name of
the party signing should conform exactly to a name shown on the
proxy card.
3. All Other Accounts: The capacity of the individual
signing the proxy card should be indicated unless it is reflected
in the name on the proxy card. For example:
Registration Valid Signature
Corporate Accounts
(1) ABC Corp.
(1) ABC Corp.
John Doe, Treasurer
(2) ABC Corp.
(2) John Doe
c/o John Doe, Treasurer
(3) ABC Corp. Profit Sharing Plan
(3) John Doe, Trustee
Trust Accounts
(1) ABC Trust
(1) Jane B. Doe,
Trustee
(2) Jane B. Doe, Trustee
(2) Jane B.
Doe
u/t/d 12/28/78
Custodial or Estate Accounts
(1) John B. Smith, Cust.
(1) John B.
Smith
f/b/o John B. Smith, Jr. UGMA
(2) John B. Smith, Jr.
(2) John B.
Smith, Executor
FUNDS IV TRUST
SHORT-TERM TREASURY INCOME FUND
INTERMEDIATE BOND INCOME FUND
BOND INCOME FUND
STOCK APPRECIATION FUND
AGGRESSIVE STOCK APPRECIATION FUND
VALUE STOCK APPRECIATION FUND, and
INTERNATIONAL EQUITY FUND
237 Park Avenue
New York, New York 10017
PROXY STATEMENT
This Proxy Statement is furnished in connection with the
solicitation of proxies by the Trustees of Funds IV Trust (the
"Trust") on behalf of its publicly offered series portfolios, the
Short-Term Treasury Income Fund, Intermediate Bond Income Fund,
Bond Income Fund, Stock Appreciation Fund, Aggressive Stock
Appreciation Fund, Value Stock Appreciation Fund , and
International Equity Fund (each a "Fund" and together the
"Funds") to be used at the combined special meeting of
shareholders of the Funds and at any adjournments thereof (the
"Meeting").
The Meeting is scheduled to be held on Friday, March 1, 1996
at 11:00 a.m. Eastern time at the offices of
____________________,. [Address]. This Proxy Statement and the
accompanying form of proxy are being first mailed to shareholders
of the Funds on or about January 25, 1996. Copies of each Fund's
most recent Annual Report are available without charge upon
request made to the Trust, 237 Park Avenue, New York, New York
10017, (800) ___-____.
At the Meeting on Friday, March 1, 1996, the matters
specified in Parts I and II of this Proxy Statement relating to
proposed new investment advisory arrangements between the Trust,
on behalf of each Fund, and Bank IV, and ratification of
independent auditors will be voted upon. Only shareholders of
the Funds are being solicited for their proxies.
The following shares of each Fund were outstanding on
_______________, 1995 (the "Record Date"):
Short-Term Treasury Income Fund __________
Intermediate Bond Income Fund __________
Bond Income Fund __________
Stock Appreciation Fund __________
Aggressive Stock Appreciation Fund
__________
Value Stock Appreciation Fund __________
International Equity Fund __________
For additional information with respect to the Meeting, the
number of shares needed for a quorum and the number of votes
necessary to approve the proposals described herein, please see
Part III of this Proxy Statement.
INTRODUCTION
The Proposed Merger. On August 25, 1995, Fourth Financial
Corporation ("Fourth Financial"), the corporate parent of Bank
IV, N.A., the investment adviser to each Fund ("Bank IV"), each
with its principal offices at 100 North Broadway, Wichita, Kansas
67202, entered into an Agreement and Plan of Merger (the "Merger
Agreement") with Boatmen's Bancshares, Inc. ("Boatmen's"),
[Address]. The Merger Agreement provides, among other things,
for the merger of Fourth Financial with and into a wholly-owned
subsidiary of Boatmen's, subject to the terms and conditions
contained in the Merger Agreement (the "Merger"). It is
currently expected that the Merger will be consummated on or
before January 31, 1996, subject to the satisfaction of various
conditions of closing set forth in the Merger Agreement.
Consummation of the Merger is expected to result in the nation's
________ largest bank holding company, with estimated assets of
over $_____ billion. As of ________, 1995, Fourth Financial is
the nation's __________ largest bank holding company, with assets
of over $____ billion, and Boatmen's is the nation's
____________ largest bank holding company with assets of
approximately $____ billion.
Boatmen's is a publicly owned multibank holding company
registered as a bank holding company under the Federal Bank
Holding Company Act of 1956, as amended. Based on filings with
the Securities and Exchange Commission (the "SEC"), Boatmen's has
informed the Trust that as of __________1, 1995, no person
beneficially owned more than 10% of the outstanding shares of
Boatmen's voting securities.
Boatmen's and its subsidiaries provide a broad range of
financial services to individuals and businesses through offices
in ____ states. Boatmen's manages or otherwise oversees the
investment of over $____ billion in assets belonging to a wide
range of clients, including the Pilot Family of Funds. [Boatmen's
to provide further description]
As required by the Investment Company Act of 1940, as amended
(the "1940 Act"), the current investment advisory agreement
pursuant to which Bank IV provides investment advisory services
to the Funds provides for its automatic termination upon its
"assignment." The 1940 Act defines "assignment" to include any
direct or indirect transfer or hypothecation of a contract by the
assignor, or of a controlling block of the assignor's outstanding
voting securities by a security holder of the assignor. If the
Merger is consummated, an indirect transfer to Boatmen's of the
controlling block of the outstanding voting securities of Fourth
Financial, Bank IV's parent corporation, would occur, giving rise
to an "assignment" of the Funds' current investment advisory
agreements with Bank IV within the meaning of the 1940 Act,
necessitating shareholder approval of new investment advisory
arrangements. The Trust, on behalf of the Funds and Bank IV
(together with the Trust, the "Applicants"), applied pursuant to
Section 6(c) of the 1940 Act, for an order of the SEC to provide
the Applicants an exemption from Section 15(a) of the 1940 Act
(the "Exemptive Order"). Section 15(a) of the 1940 Act generally
requires the shareholders to approve a new investment advisory
agreement.
The requested exemption would permit the implementation,
without advance formal shareholder approval, of the new
investment advisory agreement described below which is identical
to the existing Agreement except for the date, between the Trust
and the Adviser with respect to each Fund. The requested
exemption would cover an interim period of not more than 120 days
(the "Interim Period") beginning on the date of the Merger and
continuing through the date a new investment advisory agreement
is approved or disapproved by the shareholders of the respective
Funds pursuant to this proxy but in no event later than May 30,
1996. For each Fund, the aggregate contractual rate chargeable
for investment advisory services will remain the same. During
the Interim Period, fees payable by the Funds for such investment
advisory services will be paid into escrow.
Under the Exemptive Order, the Applicants proposed to enter
into an escrow arrangement with an unaffiliated financial
institution that will serve as escrow agent. The arrangement, in
substance, will provide that:
(i) The fees payable to the Adviser during the
Interim Period under the New Agreement will be paid into an
interest-bearing escrow account maintained by the escrow agent.
(ii) The amounts in the escrow account with
respect to each Fund (including interest earned on such paid
fees) will be paid to the Adviser only if shareholders of the
Fund approve the New Agreement. If shareholders of a Fund fail
to approve the New Agreement, the escrow agent will pay that Fund
its respective share of the escrow amounts (including any
interest earned).
(iii) The escrow agent will release the monies
as provided above only upon receipt of a certificate from an
officer of the Fund (none of whom is an affiliate of the Adviser)
stating, if the monies are to be delivered to the Adviser, that
the New Agreement has received requisite Fund shareholder vote,
or, if the monies are to be delivered to the Funds, that the
Interim Period has ended and the New Agreement has not been
approved by the requisite Fund shareholder vote. Before any such
certificate is sent, the Independent Trustees of the Trust will
be notified.
Consummation of the Merger is subject to receipt of
regulatory and stockholder approvals, as well as other conditions
set forth in the Merger Agreement. No assurance can be given
that the Merger will be consummated. The Merger is not
conditioned upon the approval by shareholders of the Funds of any
of the Proposals set forth in this Proxy Statement. It is
expected that the Merger will take place whether or not the
Proposals described herein are approved by shareholders of the
Funds.
If the Merger is consummated and if shareholders of the Funds
approve the proposed new investment advisory arrangements with
Bank IV, Bank IV will continue the investment advisory functions
it currently performs. If the Merger is not consummated, the
proposed new investment advisory arrangements with Bank IV will
not occur and the Funds' current investment advisory arrangements
with Bank IV will remain in place.
I. APPROVAL OR DISAPPROVAL OF THE PROPOSED NEW INVESTMENT
ADVISORY AGREEMENTS
Introduction
New Investment Advisory Agreements. In view of the Merger
Agreement and the factors discussed below, the Trustees of the
Trust, including those Trustees who are not "interested persons"
(as defined in the 1940 Act) (the "Independent Trustees") of the
Trust, the Funds, Bank IV or Boatmen's , are proposing that
shareholders of each Fund approve for their Fund a new investment
advisory agreement between the Trust, on behalf of each Fund, and
Bank IV (each, a "New Investment Advisory Agreement" and
together, the "New Investment Advisory Agreements"), to become
effective as of the consummation of the Merger, which, as noted
earlier, is expected to occur on or before January 31, 1996. A
description of the New Investment Advisory Agreements pursuant to
which, if they are approved by shareholders of the Funds, Bank IV
would continue as investment adviser to each Fund, as well as the
services to be provided by Bank IV pursuant thereto is set forth
below under "Advisory Services." Under the New Investment
Advisory Agreements, the same investment advisory fee schedule as
currently in effect for the Funds will remain in place. The same
services currently provided to the Funds by Bank IV will continue
to be provided to the Funds by BankIV. The description of the
New Investment Advisory Agreements in this Proxy Statement is
qualified in its entirety by reference to the form of the New
Investment Advisory Agreement attached hereto as Exhibit A.
Section 15(f) of the 1940 Act provides that an investment
adviser to a registered investment company may receive any amount
or benefit in connection with a sale of any interest in such
adviser which results in an assignment of an investment advisory
contract if two conditions are satisfied. One condition is that,
for a period of three years after such assignment, at least 75%
of the Board of Trustees of the investment company cannot be
"interested persons" (as defined in the 1940 Act) of the new
investment adviser or its predecessor. The second condition is
that no "unfair burden" (as defined in the 1940 Act) be imposed
on the investment company as a result of the assignment or any
express or implied terms, conditions or understandings applicable
thereto. The parties to the Merger Agreement intend to meet the
foregoing safe harbor conditions.
Existing Investment Advisory Agreements. Bank IV has served
as investment adviser to each Fund since the commencement of
operations of the Funds pursuant to a Master Advisory Contract,
dated ____________, 1994 and Advisory Contract Supplements, dated
____________, 1994 in the case of ______ Funds and ______ in the
case of _____. As used herein, the Master Advisory Contract and
the Advisory Contract Supplement for a Fund, taken together, are
referred to, for each Fund, as such Fund's "Existing Investment
Advisory Agreement" and together, for all Funds, as the "Existing
Investment Advisory Agreements". At a meeting of the Trustees of
the Trust held on January 15, 1996, the Trustees, including a
majority of the Independent Trustees, approved the proposed New
Investment Advisory Agreements for the Funds to become effective
upon the Merger and approved submission of the New Investment
Advisory Agreements to the Funds shareholders for their approval.
For a discussion of the reasons for the Trustees' approval of the
New Investment Advisory Agreements, see "Evaluation of the New
Investment Advisory Agreements by the Trustees".
If the New Investment Advisory Agreement for a Fund is not
approved by shareholders of such Fund, the Trustees would make
other investment advisory arrangements which, in their judgment,
would be in the best interest of such Fund and its shareholders
until such time as an investment advisory agreement is approved
by shareholders. The Existing Investment Advisory Agreements
were most recently approved by shareholders of the ______ Fund,
on ____________, 1994 and by shareholders of the ______ Fund
on_______________. The Existing Investment Advisory Agreements
were last approved by the Trustees, including a majority of the
Independent Trustees, on ____________ for all Funds.
During the fiscal year ended June 30, 1995, the Funds paid
and waived, respectively, the following advisory fees.
Fund Advisory Fee Advisory Fees
Waived
Short-Term Treasury Income Fund $ $
Intermediate Bond Income Fund
Bond Income Fund
Stock Appreciation Fund
Aggressive Stock Appreciation Fund
Value Stock Appreciation Fund
International Equity Fund
It is currently expected that if the proposed New Investment
Advisory Agreements are approved by the Funds' shareholders, the
fee waiver policy currently in effect will continue; however,
shareholders should note that any existing fee waivers could be
discontinued at any time and without further notice.
Comparison of the proposed New Investment Advisory Agreements and
the Existing Investment Advisory Agreements
Advisory Services. The management and advisory services to
be provided by Bank IV under the proposed New Investment Advisory
Agreements are identical to those currently provided by Bank IV
under the Existing Investment Advisory Agreements. Under such
Agreements, Bank IV serves as investment adviser and furnishes to
each Fund investment guidance and policy direction in connection
therewith. Bank IV provides to each Fund, among other things,
information relating to portfolio composition, credit conditions
and average maturity of the portfolio of each Fund. Bank IV also
furnishes to the Trustees periodic reports on the investment
performance of each Fund.
Pursuant to the proposed New Investment Advisory Agreements
and Existing Investment Advisory Agreements, Bank IV is obligated
to provide certain administrative assistance in connection with
the operations of each Fund. Administrative services which Bank
IV is obligated to provide include, among other things, (i) data
processing, clerical and bookkeeping services required in
connection with maintaining the financial accounts and records
for the Fund, (ii) compiling statistical and research data
required for the preparation of reports and statements which are
periodically distributed to the Trust's Officers and the
Trustees, and (iii) compiling information required in connection
with the Trust's filings with the SEC.
Pursuant to a Master Administrative Services Contract (the
"Existing Administrative Services Contract") between the Trust
and Furman Selz, Furman Selz acts as the Administrator of the
Funds. Furman Selz has its offices at 230 Park Avenue, New York,
New York 10169. Furman Selz provides personnel, office space and
all management and administrative services reasonably necessary
for the operation of the Funds (such as maintaining each Fund's
books and records, monitoring compliance with various state and
Federal laws and assisting the Trustees in the execution of their
duties) other than those services which are provided by Bank IV
pursuant to the Existing Investment Advisory Agreements.
Fees and Expenses. The investment advisory fees and expense
limitations for the Funds under the Existing Investment Advisory
Agreements and the proposed New Investment Advisory Agreements
are set forth below, along with a discussion of how such fees and
expenses compare.
Under both the proposed New Investment Advisory Agreements
and the Existing Investment Advisory Agreements, the investment
advisory fee payable by each Fund will remain the same and will
continue to be expressed as a percentage of net assets at an
annual rate, based on a Fund's average daily net assets; such fee
currently is, and under the proposed New Investment Advisory
Agreements will be, accrued daily and paid monthly.
The schedule of the compensation for investment advisory
services currently payable to Bank IV under the Existing
Investment Advisory Agreement for each Fund and the schedule of
fees proposed to be paid to Bank IV under the proposed New
Investment Advisory Agreement for each Fund are described below:
Current and Proposed Investment Advisory Fee Schedule
Fund Annual Fee
Short-Term Treasury Income
Fund 0.300%
Intermediate Bond Income
Fund 0.400
Bond Income
Fund
0.400
Stock Appreciation Fund
0.650
Aggressive Stock Appreciation
Fund 0.745
Value Stock Appreciation
Fund 0.650
International Equity
Fund ( . )
Under the Existing Administrative Services Agreement Furman
Selz is paid at an annual rate of 0.15% of each Fund's average
daily net assets for the administrative services it performs for
each Fund.
Expense Reimbursement. The Existing Investment Advisory
Agreements and proposed New Investment Advisory Agreements
include a provision calling for expense limitations equal to the
most restrictive limitation imposed from time to time by states
where a Fund's shares are qualified for sale.
Payment of Expenses and Transaction Charges. The New
Investment Advisory Agreements and the Existing Investment
Advisory Agreements contain identical provisions relating to the
respective parties' responsibilities for bearing certain expenses
of each Fund.
Under each Existing Advisory Agreement and proposed New
Investment Advisory Agreement, a Fund will pay the costs of all
of its expenses and liabilities, including expenses and
liabilities incurred in connection with maintaining its
registration under the 1940 Act and the Securities Act of 1933,
as amended, and maintaining any registrations or qualifications
under the securities laws of the states in which the Fund's
shares are registered or qualified for sale, subsequent
registrations and qualifications, share certificates, mailing,
brokerage, issue and transfer taxes on sales of the Fund's
portfolio securities, custodian and stock transfer charges,
printing, legal and auditing expenses, expenses of shareholders'
meetings, and reports to shareholders.
Under each Existing Investment Advisory Agreement and
proposed New Investment Advisory Agreement, a Fund is responsible
for all of its expenses and liabilities, including compensation
of its Independent Trustees; taxes and governmental fees;
interest charges; fees and expenses of the Fund's independent
accountants and legal counsel; trade association membership dues;
fees and expenses of any custodian (including fees and expenses
for keeping books and accounts and calculating the net asset
value of shares of the Fund), transfer agent, registrar and
dividend disbursing agent of the Fund; expenses of issuing,
redeeming, registering and qualifying for sale the Fund's shares;
expenses of preparing and printing share certificates,
prospectuses, shareholders' reports, notices, proxy statements
and reports to regulatory agencies; the cost of office supplies;
travel expenses of all officers, Trustees and employees;
insurance premiums; brokerage and other expenses of executing
portfolio transactions; expenses of shareholders' meetings;
organizational expenses; and extraordinary expenses.
Limitations of Liability. Each Existing Investment Advisory
Agreement and proposed New Investment Advisory Agreement provides
that Bank IV shall not be liable to the Trust for any error of
judgment, or mistake of law except willful misfeasance, bad
faith, gross negligence or reckless disregard of its obligations
and duties.
Each Existing Investment Advisory Agreement and proposed New
Investment Advisory Agreement provides that Bank IV shall not be
liable for any mistake of judgment or in any other event
whatsoever, except for lack of good faith, provided that nothing
in the New Investment Advisory Agreements shall be deemed to
protect Bank IV against any liability to a Fund or to the
shareholders of the Fund to which it would otherwise be subject
by reason of willful misfeasance, bad faith or gross negligence
in the performance of Bank IV's duties thereunder or by reason of
the reckless disregard by Bank IV of its obligations and duties.
Term. If approved by the shareholders of each Fund, the
proposed New Investment Advisory Agreement between a Fund and
Bank IV will become effective (pursuant to the Funds' anticipated
SEC Exemptive Order) upon consummation of the Merger, which is
currently expected to occur on or before January 31, 1996. Each
proposed New Investment Advisory Agreement will have an initial
term of two years. Thereafter, the proposed New Investment
Advisory Agreements will each be continued from year to year,
provided that their continuation is specifically approved at
least annually, in the manner required by the 1940 Act. The 1940
Act requires that each proposed New Investment Advisory Agreement
and any renewal thereof be approved by a vote of a majority of
Trustees of the Trust who are not parties thereto or interested
persons (as defined in the 1940 Act) of any such party, cast in
person at a meeting duly called for the purpose of voting on such
approval, and by a vote of the Trustees of the Trust or a
majority of the outstanding voting securities of the relevant
Fund. A vote of a majority of the outstanding voting securities
of a Fund is defined in the 1940 Act to mean a vote of the lesser
of (i) more than 50% of the outstanding voting securities of the
Fund or (ii) 67% or more of the voting securities which are
present or represented by proxy. The Existing Investment
Advisory Agreement contains comparable provisions.
Termination; Assignment. Each Existing Investment Advisory
Agreement and proposed New Investment Advisory Agreement provides
that it may be terminated without penalty upon 60 days' written
notice by a majority of the Trustees or by the affirmative vote
of the holders of a "majority of the outstanding voting
securities" (as defined in the 1940 Act) of the relevant Fund or
by Bank IV. Also, each proposed New Investment Advisory
Agreement will automatically terminate in the event of its
"assignment" (as defined in the 1940 Act).
Information About the Funds' Current and Proposed New
Investment Advisers
Bank IV. Bank IV, whose predecessor was formed in 1887, is
the largest commercial bank in Kansas and provides banking, trust
and investment services to individuals and institutions. It is a
wholly-owned subsidiary of Fourth Financial Corporation. Bank IV
acts as the investment adviser to a wide variety of trusts,
individuals, institutions and corporations. Its investment
management responsibilities, as of _____________, included
accounts with aggregate assets of approximately $_____ billion.
The principal business address of Bank IV is 100 N. Broadway,
Wichita, KS 67202.
Attached to this Proxy Statement as Exhibit B is a table
that provides information with respect to the current directors
and principal executive officers of Bank IV. Boatmen's has
informed the Funds that these directors and officers may be
replaced upon consummation of the Merger.
During the fiscal year ended June 30, 1995, the Funds paid
no brokerage commissions to Furman Selz or to any affiliated
broker.
Boatmen's Bankshares, Inc.. Boatmen's Bankshares, Inc. is a
bank holding company headquartered in _______________, which had
over $____ billion in consolidated assets as of ____________,
1995. Boatmen's and its subsidiaries provide a broad range of
financial services to individuals and businesses through offices
in ____ states. The __________ and __________ manage or
otherwise oversee the investment of over $____ billion in assets
belonging to a wide range of clients, including the Pilot family
of funds for which Boatmen's serves as investment adviser since
___________. [Boatmen's to provide detail]
During Boatmen's fiscal year ended [December 31, 1995,]
there were no transactions in Boatmen's securities by any
officer, current Trustee or nominee for election as Trustee of
the Trust or officer or director of Boatmen's or Bank IV in an
amount equal to or exceeding 1% of the outstanding securities of
Boatmen's.
Consideration of the proposed New Investment Advisory
Agreements by the Trustees. In considering each proposed New
Investment Advisory Agreement, the Trustees requested and
reviewed various materials, including materials furnished by
Boatmen's . These materials included information regarding
Boatmen's (and its affiliated companies) and its personnel,
operations, financial condition and investment philosophy.
Boatmen's also provided information regarding the performance
records and expenses of the mutual funds advised by Boatmen's.
Based on the representations of Boatmen's, the Trustees also
considered that the terms of the New Investment Advisory
Agreements were identical to the Existing Investment Advisory
Agreements.
In connection with the approval of each proposed New
Investment Advisory Agreement, the Trustees considered that each
Fund's total operating expenses prior to effective fee waivers
are expected to be the same, that the Funds' investment
objectives and policies are expected to remain the same and that
Bank IV is expected to provide the same level, quality and types
of investment advisory services as are currently provided to the
Funds by Bank IV. The Trustees noted the current expectation of
Bank IV to continue the fee waiver currently in effect;
recognizing, however, that any existing fee waivers could be
discontinued at any time and without further notice.
The Trustees also took into account the financial strength
of Boatmen's, the management, personnel and operations of
Boatmen's , and the commitment of Boatmen's to the financial
services industry. The Trustees based their determinations in
this regard on discussions with representatives of Boatmen's at a
meeting of the Trustees held on January __, 1996, and a review of
materials forwarded by Boatmen's in connection with the meeting.
These materials included Boatmen's annual report, prospectuses
and marketing brochures for mutual funds for which Boatmen's
currently serves as investment adviser, various documents
outlining the history and current operations of Boatmen's and
such mutual funds, as well as opportunities for the Funds within
this structure, and other information which counsel for the
Independent Trustees requested be provided to the Trustees.
The Trustees, in determining to recommend the approval of
the proposed New Investment Advisory Agreements, considered the
advantages to each Fund of becoming part of the Pilot family of
mutual funds, the mutual fund family advised by Boatmen's. The
factors considered by the Trustees included information furnished
by Boatmen's , the investment performance of the Pilot Funds
currently advised by Boatmen's and other funds previously
advised by its investment staff, the quality and experience of
Boatmen's investment personnel, the possibility of changes in
Bank IV investment personnel in connection with the Merger,
Boatmen's arrangements for distribution of shares of the funds
for which it serves as investment adviser, its legal compliance
capabilities, and the nature of Boatmen's mutual fund shareholder
services. The Board also considered the possibility that one or
more of the Funds might merge with an into funds advised by
Boatmen's. Any such Merger would require the approval of the
Board of Trustees and of shareholders.
Recommendation of the Trustees
Based on the considerations set forth above under
"Consideration of the proposed New Investment Advisory
Arrangements by the Trustees", the Trustees, including the
Independent Trustees, have determined that the proposed New
Investment Advisory Agreements are in the best interests of each
Fund and its shareholders. In addition, Bank IV expects that
there will be no diminution in the scope and quality of services
provided by it to the Funds as a result of these transactions.
The Trustees believe that the Funds should receive investment
advisory services under the proposed New Investment Advisory
Agreements equal to those that shareholders currently receive
under the Existing Investment Advisory Agreements.
If a proposed New Investment Advisory Agreement is not
approved by shareholders of a Fund and the Merger is consummated,
the Trustees will determine the appropriate actions to be taken
with respect to such Fund's investment advisory arrangements at
that time.
THE TRUSTEES RECOMMEND THAT THE SHAREHOLDERS OF EACH FUND
VOTE TO APPROVE THE PROPOSED NEW INVESTMENT ADVISORY AGREEMENT
FOR THEIR FUND.
II. RATIFICATION OF SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS
At their ____________, 1995 meeting, the Trust's current
Trustees selected Price Waterhouse LLP as the independent public
accountants for the Trust and its Funds for the fiscal year
ending June 30, 1996, subject to shareholder ratification at the
Meeting. Price Waterhouse LLP have acted as independent public
accountants with respect to the Funds since the Funds' inception
in 1994. Price Waterhouse LLP has advised the Trust that it has
no direct or indirect financial interest in the Trust. Price
Waterhouse LLP also act as independent public accountants for
other investment companies and series of investment companies.
If the Trust receives a written request from any shareholder at
least five days prior to the Meeting stating that the shareholder
will be present in person at the Meeting and desires to ask
questions of the accountants concerning either Fund's financial
statements, the Trust will arrange for a representative of Price
Waterhouse LLP to be available at the Meeting to respond to
appropriate questions. If the Merger is not consummated, Price
Waterhouse LLP will continue to serve as independent public
accountants without the need for any additional action by the
Trustees or by the shareholders of such other series portfolios
of the Trust.
THE TRUSTEES RECOMMEND THAT THE SHAREHOLDERS VOTE IN FAVOR OF THE
RATIFICATION OF THE SELECTION OF PRICE WATERHOUSE LLP AS THE
TRUST'S INDEPENDENT ACCOUNTANTS.
III. MISCELLANEOUS
Voting; Quorum
Each share of each Fund is entitled to one vote on each
matter submitted to a vote of the shareholders of their Fund at
the Meeting; no shares have cumulative voting rights. Shares
held by two or more persons (whether as joint tenants, co-
fiduciaries or otherwise) will be voted as follows unless a
written instrument or court order providing to the contrary has
been filed with the Secretary of the Trust: (1) if only one
votes, his or her vote will bind all; (2) if more than one votes,
the vote of the majority will bind all; and (3) if more than one
votes and the vote is evenly divided, the shares will be voted in
accordance with the determination of a majority of such persons
and any person appointed to act by a court of competent
jurisdiction, or in the absence of such appointment, the vote
will be cast proportionately.
Shares represented by duly appointed proxies in the form
included with this Proxy Statement will be voted for the election
of the persons named herein as nominees for Trustees, unless such
authority has been withheld. With respect to the other matters
specified in the accompanying proxy, shares will be voted in
accordance with the specifications made. If no specification is
made with respect to a particular matter, shares will be voted in
accordance with the recommendation of the Trustees. Proxies may
be revoked at any time before they are voted by a written
revocation received by the Secretary of the Trust, by properly
executing a later-dated proxy or by attending the Meeting and
voting in person. The Funds will request broker-dealer firms,
custodians, nominees and fiduciaries to forward proxy material to
the beneficial owners of the shares of record held by such
persons. Bank IV will reimburse such persons for their
reasonable expenses incurred in connection with such proxy
solicitation. Votes cast by proxy or in person will be counted
by persons appointed by the Fund to act as proxies for the
Meeting.
Approval of the proposals regarding the proposed New
Investment Advisory Agreements between the Trust, on behalf of
each Fund, and Bank IV requires, with respect to a Fund, the
affirmative vote of (i) 67% or more of the shares of the Fund
present in person at the Meeting or represented by proxy, if
holders of more than 50% of the shares of the Fund outstanding on
the Record Date are present, in person or by proxy, or (ii) more
than 50% of the outstanding shares of the Fund on the Record
Date, whichever is less. Approval of the proposal regarding the
ratification of the selection of Price Waterhouse LLP as
independent public accountants of the Trust requires the approval
of a majority of votes cast. If any other business comes before
the Meeting, the persons named as proxies intend to take such
actions as they consider to be in the best interests of
shareholders of each Fund.
A quorum for the transaction of business at the Meeting is
constituted with respect to a Fund (i.e., in connection with
Proposal 1) by the presence in person or by proxy of the holders
of not less than a majority of the outstanding shares of such
Fund entitled to vote at the Meeting. A quorum for the
transaction of business is constituted with respect to the Trust
(i.e., in connection with Proposals 2 by the presence in person
or by proxy of the holders of not less than a majority of the
outstanding shares of the Funds entitled to vote at the Meeting.
If, by the time scheduled for the Meeting, a quorum of
shareholders of a Fund or, as the case may be, the Funds, is not
present or if a quorum of a Fund's (or, as the case may be, the
Funds') shareholders is present but sufficient votes in favor of
each of the Proposals described in this Proxy Statement are not
received, the persons named as proxies may propose one or more
adjournments of the Meeting to permit further solicitation of
proxies from shareholders of the Fund which has not received
sufficient votes. Any such adjournment will require the
affirmative vote of a majority of the shares of the Fund with
respect to which the Meeting is being adjourned or, as the case
may be, shares of the Funds present in person or represented by
proxy at the session of the Meeting to be adjourned. The persons
named as proxies will vote in favor of any such adjournment if
they determine that such adjournment and additional solicitation
are reasonable and in the interests of the Fund's shareholders.
If such adjournment is for more than 120 days after the Record
Date, the Fund as to which the Meeting is being adjourned will
give notice of the adjourned Meeting to shareholders.
In tallying shareholder votes, abstentions and broker non-
votes (i.e., proxies sent in by brokers and other nominees which
cannot be voted on a Proposal because instructions have not been
received from the beneficial owners) will be counted for purposes
of determining whether a quorum is present for purposes of
convening the Meeting. If a Proposal must be approved by a
percentage of "votes cast" on the Proposal (i.e., Proposal 2),
abstentions and broker non-votes will not be counted as "votes
cast" on the Proposal and will have no effect on the result of
the vote. If a Proposal must be approved by (i) a percentage of
voting securities present at the Meeting, or (ii) a majority of
the shares issued and outstanding (i.e., Proposal 1), abstentions
and broker non-votes will be considered to be both present and
issued and outstanding and, as a result, will have the effect of
being counted as votes against the Proposal.
If the accompanying form of proxy is properly executed and
returned in time to be voted at the Meeting, the shares covered
thereby will be voted in accordance with the instructions marked
thereon by the shareholder. Executed proxies that are unmarked
will be voted FOR each Proposal submitted to a vote of the
shareholders.
Solicitation of Proxies
The cost of the solicitation, including the cost of the
Meeting and the cost of printing, assembling and mailing the
proxy materials, will be borne by Bank IV or Boatmen's.
Proxy solicitations will be made primarily by mail, but
proxy solicitations may also be made by telephone, telegraph or
personal solicitations conducted by officers and employees of
Bank IV or their affiliates or other representatives of the Funds
(who will not be paid for their solicitation activities).
[Shareholder Communications Corp. ("SCC'')] has been engaged by
Bank IV to assist in soliciting proxies, and may contact certain
shareholders of the Funds by telephone. Shareholders who are
contacted by [SCC] may be asked to cast their vote by telephonic
proxy. Such proxies will be recorded in accordance with the
procedures set forth below. Bank IV believes these procedures
are reasonably designed to ensure that the identity of the
shareholder casting the vote is accurately determined and that
the voting instructions of the shareholder are accurately
reflected.
In all cases where a telephonic proxy is solicited, the
[SCC] representative will ask you for your full name, address,
social security or employer identification number, title (if you
are authorized to act on behalf of an entity, such as a
corporation), and number of shares owned. If the information
solicited agrees with the information provided to [SCC] by Bank
IV, then the [SCC] representative will explain the process, read
the Proposals listed in the proxy card and ask for your
instructions on each Proposal. The [SCC] representative,
although he or she will answer questions about the process, will
not recommend to you how you should vote, other than to read the
recommendations set forth in this Proxy Statement. Within 72
hours, [SCC] will send you a letter or mailgram to confirm your
vote and asking you to call [SCC] immediately if your
instructions are not correctly reflected in the confirmation.
If you wish to participate in the Meeting and any
adjournments thereof, but do not wish to give your proxy by
telephone, you may still submit the proxy card included with this
Proxy Statement or attend the Meeting in person. Any proxy given
by you, whether in writing or by telephone, is revocable in the
manner described above.
Voting Securities and Principal Holders Thereof
The only voting securities of each Fund are its shares of
beneficial interest, par value $0.001 per share. As of the
Record Date, the Trustees and officers of the Trust owned as a
group less than 1% of the outstanding voting securities of the
Funds.
As of the Record Date the following shareholders owned
beneficially 5% or more of the shares of a Fund:
Short Term Treasury Fixed Income Fund
BANK IV FBO
Miller's Inc. - PST
100 North Market Street
Wichita, KS 67202 _______ Shares _____%
BANK IV FBO
Palmer P/S Plan
100 Market Street
Wichita, KS 67202 _______ Shares _____%
BANK IV
WTA Surg. Group, P.A.
100 Market Street
Wichita, KS 67202 _______ Shares _____%
Intermediate Bond Income Fund
BANK IV FBO
FFC S&I
100 North Market Street
Wichita, KS 67202 _______ Shares _____%
Bond Income Fund
BANK IV FBO
WTA Surg. Gr. P.A.
100 North Market Street
Wichita, KS 67202 _______ Shares _____%
BANK IV FBO
Fourth Fin. Pension
100 Market Street
Wichita, KS 67202 _______ Shares _____%
Stock Appreciation Income Fund
BANK IV FBO
Fourth Fin. Pension
100 North Market Street
Wichita, KS 67202 _______ Shares _____%
BANK IV FBO
FFC S&I
100 Market Street
Wichita, KS 67202 _______ Shares _____%
Aggressive Stock Appreciation Fund
BANK IV FBO
WTA Surg. Gr. P.A.
100 North Market Street
Wichita, KS 67202 _______ Shares _____%
BANK IV FBO
Fourth Fin. Pension
100 Market Street
Wichita, KS 67202 _______ Shares _____%
Value Stock Appreciation Fund
BANK IV FBO
McElroy MPP
100 North Market Street
Wichita, KS 67202 _______ Shares _____%
BANK IV FBO
Explorer Retirement
100 Market Street
Wichita, KS 67202 _______ Shares _____%
BANK IV FBO
Chandler USA
100 Market Street
Wichita, KS 67202 _______ Shares _____%
BANK IV FBO
Creek Nation MPP
100 Market Street
Wichita, KS 67202 _______ Shares _____%
International Equity Fund
_______ Shares _____%
IV. OTHER BUSINESS
The Board of Trustees knows of no other business to be
brought before the Meeting.
V. NEXT MEETING OF SHAREHOLDERS
The Trust is not required and does not intend to hold annual
or other periodic meetings of shareholders except as required by
the 1940 Act. The next meeting of the shareholders of the Trust
will be held at such time as the Board of Trustees may determine
or at such time as may be legally required. Any shareholder
proposal intended to be presented at such meeting must be
received by the Trust at its office a reasonable time prior to
the meeting, as determined by the Board of Trustees, to be
included in a Fund's proxy statement and form of proxy relating
to such meeting, and must satisfy all other legal requirements.
PLEASE COMPLETE, DATE AND SIGN THE ENCLOSED PROXY CARD AND
RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE.
EXHIBIT A
FORM OF MASTER INVESTMENT ADVISORY CONTRACT
FUNDS IV TRUST
237 Park Avenue
New York, New York 10017
_________________, 1996
Bank IV Kansas, N.A.
100 N. Broadway
Wichita, Kansas 67202
Dear Sirs or Madams:
This will confirm the agreement between Funds IV Trust
(the "Trust") and BankIV Kansas, N.A. (the "Adviser") as
follows:
1. Definitions and Delivery of Documents. The
Trust
has been organized as a business trust under the laws of the
State of Delaware and is an open-end management investment
company. The Trust's shares of beneficial interest may be
classified into series in which each series represents the entire
undivided interests of a separate portfolio of assets. For all
purposes of this Contract, a "Fund" shall mean a separate
portfolio of assets of the Trust with respect to which the Trust
has entered into an Investment Advisory Contract Supplement, and
a "Series" shall mean the series of shares of beneficial interest
representing undivided interests in a Fund. All references
herein to this Contract shall be deemed to be references to this
Contract as it may from time to time be supplemented by
Investment Advisory Contract Supplements. The Trust engages in
the business of investing and reinvesting the assets of each Fund
in the manner and in accordance with the investment objective and
restrictions specified in the Trust's Certificate of Trust, dated
May2, 1994 (the "Certificate of Trust"), and the Prospectus or
Prospectuses (the "Prospectus") relating to the Trust and the
Funds included in the Trust's Registration Statement, as amended
from time to time (the "Registration Statement"), filed by the
Trust under the Investment Company Act of 1940 (the "1940 Act")
and the Securities Act of 1933 (the "1933 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. Investment Advisory and Management
Services. (a)
The Adviser shall provide to the Trust investment guidance and
policy direction in connection with the management of the
portfolio of each Fund, including oral and written research,
analysis, advice, statistical and economic data and information
and judgments, of both a macroeconomic and microeconomic
character, concerning, among other things, interest rate trends,
portfolio composition, credit conditions of both a general and
special nature and the average maturity of the portfolio of each
Fund.
(b) The Adviser shall also
provide to the Trust's
officers administrative assistance in connection with the
operation of the Trust and each of the Funds. Administrative
services provided by the Adviser shall include (i) data
processing, clerical and bookkeeping services required in
connection with maintaining the financial accounts and records
for the Trust and each of the Funds, (ii) the compilation of
statistical and research data required for the preparation of
periodic reports and statements of each of the Funds which are
distributed to the Trust's officers and Board of Trustees, (iii)
the compilation of information required in connection with the
Trust's filings with the Securities and Exchange Commission and
(iv) such other services as the Adviser shall from time to time
determine, upon consultation with the Administrator, to be
necessary or useful to the administration of the Trust and each
of the Funds.
(c) As a manager of the
assets of each Fund, the
Adviser shall make investments for the account of each Fund in
accordance with the Adviser's best judgment and within the
investment objectives and restrictions of each such Fund set
forth in the Trust's Declaration of Trust, the Prospectus of each
such Fund, the 1940 Act and the provisions of the Internal
Revenue Code relating to regulated investment companies, subject
to policy decisions adopted by the Trust's Board of Trustees.
The Adviser shall advise the Trust's Officers and Board of
Trustees, at such times as the Board of Trustees may specify, of
investments made for each of the Funds and shall, when requested
by the Trust's officers or Board of Trustees, supply the reasons
for making particular investments.
(d) The Adviser, subject to
and in accordance with
any directions which the Trust's Board of Trustees may issue from
time to time, shall place, in the name of the Funds, orders for
the execution of the Fund's securities transactions. When
placing such orders the Adviser shall generally seek to obtain
the best net price and execution for the Funds, but this
requirement shall not be deemed to obligate the Adviser to place
any order solely on the basis of obtaining the lowest commission
rate or spread if the other standards set forth below have been
satisfied. The parties recognize that there are likely to be
many cases in which different brokers or dealers are equally able
to provide such best price and execution and that, in selecting
among such brokers or dealers with respect to particular trades,
it is desirable to choose those brokers or dealers who furnish
research, statistics, quotations and other information to the
Funds and the Adviser in accordance with the standards set forth
below. Moreover, to the extent that it continues to be lawful to
do so and so long as the Board of Trustees determines that the
Funds will benefit, directly or indirectly, by doing so, the
Adviser may place orders with a broker who charges a commission
for that transaction which is in excess of the amount of
commission that another broker would have charged for effecting
that transaction, provided that the excess commission is
reasonable in relation to the value of "brokerage and research
services" (as defined in Section 28(e)(3) of the Securities
Exchange Act of 1934) provided by that broker.
Accordingly, the Trust and the Adviser agree that the
Adviser shall select brokers for the execution of the Funds'
transactions from among those brokers and dealers who provide
quotations and other services to the Funds, specifically
including the quotations necessary to determine the Funds' net
assets, in such amount of total brokerage as may reasonably be
required in light of such services; and those brokers and dealers
who supply research, statistical and other data to the Adviser or
its affiliates which the Adviser or its affiliates may lawfully
and appropriately use in their investment advisory capacities,
which relate directly to securities, actual or potential, of the
Funds, or which place the Adviser in a better position to make
decisions in connection with the management of the Funds' assets
and securities, whether or not such data may also be useful to
the Adviser and its affiliates in managing other portfolios or
advising other clients, in such amount of total brokerage as may
reasonably be required.
(e) The Adviser shall render
regular reports to the
Trust, not more frequently than quarterly, of how much total
business for the Funds' portfolio transactions has been placed by
the Adviser with brokers or dealers falling into each of the
categories referred to above and the manner in which the
allocation has been accomplished.
(f) The Adviser agrees that
no investment decision
will be made or influenced by a desire to direct portfolio
transactions for allocation in accordance with the foregoing, and
that the right to make such allocation shall not interfere with
the Adviser's paramount duty to obtain the best net price and
execution for the Funds.
(g) The Adviser shall furnish
to the Board of
Trustees periodic reports on the investment performance of each
Fund and on the performance of its obligations under this
Contract and shall supply such additional reports and information
as the Trust's officers or Board of Trustees shall reasonably
request.
3. Expenses. (a) The Adviser shall, at its expense,
(i) employ or associate with itself such persons as it believes
appropriate to assist in performing its obligations under this
Contract and (ii) provide all advisory services, equipment,
facilities and personal necessary to perform its obligations
under this Contract.
The Trust shall be responsible for all of its expenses
and liabilities, including compensation of its Trustees who are
not affiliated with the Administrator or the Adviser or any of
their affiliates; taxes and governmental fees; interest charges;
fees and expenses of the Trust's independent accountants and
legal counsel; trade association membership dues; fees and
expenses of any custodian (including for keeping books and
accounts and calculating the net asset value of shares of each
Series, transfer agent, registrar and dividend disbursing agent
of the Trust; expenses of issuing, selling, redeeming,
registering and qualifying for sale the Trust's shares of
beneficial interest; expenses of preparing and printing share
certificates, prospectuses, shareholders' reports, notices, proxy
statements and reports to regulatory agencies; the cost of office
supplies; travel expenses of all officers, trustees and
employees; insurance premiums; brokerage and other expenses of
executing portfolio transactions; expenses of shareholders'
meetings; organizational expenses; and extraordinary expenses).
4. Limitation of Liability of Adviser. The Adviser
shall give the Trust the benefit of the Adviser's best judgment
and efforts in rendering services under this Contract. As an
inducement to the Adviser's undertaking to render these services,
the Trust agrees that the Adviser shall not be liable under this
Contract for any mistake in judgment or in any other event
whatsoever except for lack of good faith, provided that nothing
in this Contract shall be deemed to protect or purport to protect
the Adviser against any liability to the Trust or its
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 duties under this Contract or by
reason of the Adviser's reckless disregard of its obligations and
duties hereunder.
5. Compensation of the Adviser. In consideration of
the services to be rendered, facilities furnished and expenses
paid or assumed by the Adviser under this Contract, the Trust
shall pay the Adviser a fee with respect to each Fund in
accordance with the applicable Investment Advisory Contract
Supplement. Fees under this Contract will begin to accrue on the
first day of a Fund's operations.
If the fees payable to the Adviser pursuant to this
paragraph5 and the applicable Investment Advisory Contract
Supplement begin to accrue before the end of any month or if this
Contract terminates before the end of any month, the fees for the
period from that date to the end of that month or from the
beginning of that month to the date of termination, as the case
may be, shall be prorated according to the proportion which the
period bears to the full month in which the effectiveness or
termination occurs. For purposes of calculating the monthly
fees, the value of the net assets of each Fund shall be computed
in the manner specified in the Prospectus for the computation of
net asset value. For purposes of this Contract, "business day"
means each weekday except those holidays on which the Federal
Reserve Bank of New York, the New York Stock Exchange (the
"Exchange") or the Adviser are closed. Currently, those holidays
include: New Year's Day, Martin Luther King, Jr. Day,
Presidents' Day, Good Friday, Memorial Day, Independence Day,
Labor Day, Columbus Day, Veterans' Day, Thanksgiving and
Christmas.
6. Limitation of Expenses Paid by the Funds. The
limitation of expenses for each Fund is set forth in the
applicable Investment Advisory Contract Supplement.
7. Duration and Termination of This Contract. This
Contract and any Investment Advisory Contract Supplement, shall
become effective with respect to a Fund on the date specified in
the Supplement and shall thereafter continue in effect provided,
that this Contract shall continue in effect with respect to a
Fund for a period of more than two years from such date specified
in the Supplement only so long as the continuance is specifically
approved at least annually (a) by the vote of a majority of the
outstanding voting securities of that Fund (as defined in the
1940 Act) or by the Trust's Board of Trustees and (b) by the
vote, cast in person at a meeting called for the purpose, of a
majority of the Trust's Trustees who are not parties to this
Contract or "interested persons" (as defined in the 1940 Act) of
any such party. This Contract may be terminated with respect to
a Fund at any time, without the payment of any penalty, by a vote
of a majority of the outstanding voting securities of that Fund
(as defined in the 1940 Act) or by a vote of a majority of the
Trust's Board of Trustees on 60 days' written notice to the
Adviser or by the Adviser on 60 days' written notice to the
Trust. If this Contract is terminated with respect to any Fund,
it shall nonetheless remain in effect with respect to any
remaining Funds. This Contract shall terminate automatically in
the event of its assignment (as defined in the 1940 Act).
8. Amendment of this Contract. No provision of this
Contract may be changed, waived, discharged or terminated orally,
but only by an instrument in writing signed by the party against
which enforcement of the change, waiver, discharge or termination
is sought, and no amendment, transfer, assignment, sale,
hypothecation or pledge of this Contract shall be effective until
approved by (a) the vote, cast in person at a meeting called for
the purpose, of a majority of the Trustees who are not parties to
this Contract or "interested persons" (as defined in the 1940
Act) of any such party, and (b) with respect to any Fund affected
by such change, waiver, discharge or termination, by the vote of
a majority of the outstanding voting securities of the Series
relating to such Fund, provided that no approval shall be
required pursuant to this clause (b) in respect of an Investment
Advisory Contract Supplement entered into to add a Fund to those
covered by this Contract (or any amendment or termination of such
Supplement) by the holders of the outstanding voting securities
of any Series other than that of such Fund.
9. Other Activities of the Adviser. 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 corporation, firm,
individual or association.
10. Miscellaneous. The captions in this Contract are
included for convenience of reference only and in no way define
or delimit any of the provisions hereof or otherwise affect their
construction or effect. This Contract may be executed
simultaneously in two or more counterparts, each of which shall
be deemed an original, but all of which together shall constitute
one and the same instrument. The Declaration of the Trust has
been filed with the Secretary of State of the State of Delaware.
The obligations of the Trust are not personally binding upon, nor
shall resort be had to the private property of, any of the
Trustees, shareholders, officers, employees or agents of the
Trust, but only the Trust's property shall be bound.
The Trust recognizes that from time to time directors,
officers and employees of the Adviser may serve as trustees,
directors, officers and employees of other business trusts and
corporations (including other investment companies) and that such
other entities may include the name "Resource" as part of their
name, and that the Adviser or its affiliates may enter into
investment advisory or other agreements with such other entities.
If the Adviser ceases to act as investment adviser to the Trust
and its Funds, the Trust agrees that, upon the instruction of the
Adviser, the Trust will take all necessary action to change the
names of the Trust and the Funds to names not including
"Resource" in any form or combination of words.
If the foregoing correctly sets forth the agreement
between the Trust and the Adviser please so indicate by signing
and returning to the Trust the enclosed copy hereof.
Very truly yours,
FUNDS IV TRUST
By: ___________________________
Title:
ACCEPTED:
BANK IV KANSAS, N.A.
By: _______________________
Title:
FORM OF MASTER INVESTMENT ADVISORY CONTRACT SUPPLEMENT
SHORT TERM TREASURY INCOME FUND
INTERMEDIATE BOND INCOME FUND
BOND INCOME FUND
STOCK APPRECIATION FUND
AGGRESSIVE STOCK APPRECIATION FUND
VALUE STOCK APPRECIATION FUND
INTERNATIONAL EQUITY FUND
(the "FUND")
A Series of Funds IV Trust
237 Park Avenue
New York, New York 10017
_________________, 1996
Bank IV Kansas, N.A.
100 N. Broadway
Wichita, Kansas 67202
Dear Sirs or Madams:
This will confirm the agreement between Funds IV Trust
(the "Trust") and Bank IV Kansas, N.A. (the "Adviser") as
follows:
The Fund is a series portfolio of the Trust which has
been organized as a business trust under the laws of the State of
Delaware and is an open-end management investment company. The
Trust and the Adviser have entered into a Master Investment
Advisory Contract, dated August 4, 1994 (as from time to time
amended and supplemented, the "Master Advisory Contract"),
pursuant to which the Adviser has undertaken to provide or make
provision for the Trust for certain investment advisory and
management services identified therein and to provide certain
other services, as more fully set forth therein. Certain
capitalized terms used without definition in this Investment
Advisory Contract Supplement have the meaning specified in the
Master Advisory Contract.
The Trust agrees with the Adviser as follows:
1. Adoption of Master Advisory Contract. The Master
Advisory Contract is hereby adopted for the Fund. The Fund shall
be one of the "Funds" referred to in the Master Advisory
Contract; and its shares shall be a "Series" of shares as
referred to therein.
2. Payment of Fees. For all services to be rendered,
facilities furnished and expenses paid or assumed by the Adviser
as provided in the Master Advisory Contract and herein, the Fund
shall pay a monthly fee on the first business day of each month,
based upon the average daily value (as determined on each
business day at the time set forth in the Prospectus for
determining net asset value per share) of the net assets of the
Fund during the preceding month, at the annual rate of 0.150%.
3. Limitation of Expenses Paid by the Fund. (a) If
the
aggregate expenses of every character incurred by, or allocated
to, a Fund in any fiscal year, other than interest, taxes,
expenses under the Plan, brokerage commissions and other
portfolio transaction expenses, other expenditures which are
capitalized in accordance with generally accepted accounting
principles and any extraordinary expenses (including, without
limitation, litigation and indemnification expenses) but
including the fees payable under the Master Administrative
Services Contract and the fees provided for in paragraph 5 of the
Master Advisory Contract ("includable expenses"), shall exceed
the expense limitations applicable to the Fund imposed by state
securities laws or regulations thereunder, as these limitations
may be raised or lowered from time to time, the Fund may deduct
from the fees to be paid to the Adviser, or the Adviser will
bear, to the extent required by state law, that portion of such
excess which bears the same relation to the total of such excess
as the fee to be paid to the Adviser bears to the total fee
otherwise payable for the fiscal year by the Fund pursuant to the
Master Advisory Contract and the Master Administrative Services
Contract between the Trust and the Administrator. The Adviser's
obligation pursuant hereto will be limited to the amount of the
fees payable for the fiscal year by the Fund pursuant to the
Master Advisory Contract.
(b) With respect to portions of a
fiscal year in
which this Contract shall be in effect, the limitation specified
in subparagraph (a) of paragraph 3 above shall be prorated
according to the proportion which that portion of the fiscal year
bears to the full fiscal year. At the end of each month of the
Trust's fiscal year, the Administrator will review the includable
expenses accrued during that fiscal year to the end of the period
and shall estimate the contemplated includable expenses for the
balance of that fiscal year. If, as a result of that review and
estimation, it appears likely that the includable expenses will
exceed such limitation for a fiscal year with respect to the
Fund, the monthly fees relating to that Fund payable to the
Adviser under this Contract for such month shall be reduced,
subject to the later adjustments at the end of each month through
the end of the fiscal year to reflect actual expenses, by an
amount equal to the proportionate share attributable to the
Adviser as described in subparagraph (a) of paragraph 3 above of
a pro rata portion (prorated on the basis of the remaining months
of the fiscal year, including the month just ended) of the amount
by which the includable expenses for the fiscal year (less an
amount equal to the aggregate of actual reductions made pursuant
to this provision with respect to prior months of the fiscal
year) are expected to exceed such limitation. For purposes of
the foregoing, the value of the net assets of the Fund shall be
computed in the manner specified in the penultimate sentence of
paragraph 5 of the Master Advisory Contract, and any payments
required to be made by the Adviser shall be made once a year
promptly after the end of the Trust's fiscal year.
If the foregoing correctly sets forth the agreement
between the Trust and the Adviser, please so indicate by signing
and returning to the Trust the enclosed copy hereof.
Very truly yours,
SHORT TERM TREASURY INCOME FUND
INTERMEDIATE BOND INCOME FUND
BOND INCOME FUND
STOCK APPRECIATION FUND
AGGRESSIVE STOCK APPRECIATION FUND
VALUE STOCK APPRECIATION FUND
INTERNATIONAL EQUITY FUND,
Each a series of Funds IV Trust
By: ___________________________
Title:
The foregoing Contract
is hereby agreed to as of
the date hereof:
BANK IV KANSAS, N.A.
By: ______________________
Title:
EXHIBIT B
DIRECTORS AND PRINCIPAL EXECUTIVE
OFFICERS OF BANK IV
Name Principal
Occupation(s)
During Past 5
Years
Darrell G. Knudson Chairman of the
Board,
President, and
Chief Executive
Officer of Fourth
Financial
Corporation and
Director of BANK
IV and BANK IV
Oklahoma.
K. Gordon Greer Chairman of the
Board, President, and Chief
Executive Officer
of BANK IV.
Michael R. Ritchey President, Trust
and Asset Management, and
Senior Trust
Officer of Fourth
Financial
Corporation and of
BANK IV.
David L. Strohm Executive Vice
President and Treasurer of
Fourth Financial
Corporation;
Executive Vice
President of BANK
IV and BANK IV
Oklahoma.
William J. Rainey Executive Vice
President, Secretary and General
Counsel of Fourth
Financial
Corporation and
BANK IV.
Michael J. Shonka Senior Vice
President and Chief Financial Officer
of Fourth
Financial
Corporation;
Senior Vice
President of BANK
IV and BANK IV
Oklahoma.
John F. Guettler Senior Vice
President and Director of Human Resources of
BANK IV.
FUNDS IV TRUST
SHORT TERM TREASURY INCOME FUND
INTERMEDIATE BOND INCOME FUND
BOND INCOME FUND
STOCK APPRECIATION FUND
AGGRESSIVE STOCK APPRECIATION FUND
VALUE STOCK APPRECIATION FUND
INTERNATIONAL EQUITY FUND
PROXY SPECIAL MEETING OF SHAREHOLDERS MARCH 1, 1996
The undersigned appoints _________________ and _________________
and each of them, attorneys and proxies of the undersigned, with
power of substitution, to vote all shares of the SHORT TERM
TREASURY INCOME FUND, INTERMEDIATE BOND INCOME FUND, BOND INCOME
FUND, STOCK APPRECIATION FUND, AGGRESSIVE STOCK APPRECIATION
FUND, VALUE STOCK APPRECIATION FUND, and INTERNATIONAL EQUITY
FUND which the undersigned is entitled to vote at the Special
Meeting of Shareholders to be held on Friday, March 1, 1996 at
11:00 a.m., New York time, and at any adjournment thereof.
THE BOARD OF TRUSTEES FAVORS A VOTE FOR EACH PROPOSAL.
Proposal 1: Approval of The
Investment Advisory Agreements __ FOR __
AGAINST __ ABSTAIN
Proposal 2: Ratification of
selection of independent accountants __ FOR __
AGAINST __ ABSTAIN
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES, WHEN
PROPERLY EXECUTED, IT SHALL BE VOTED IN THE MANNER SPECIFIED. IF
NO SPECIFICATION IS MADE, IT SHALL BE VOTED FOR THE APPROVAL OF
THE INVESTMENT ADVISORY AGREEMENT AND PROPOSAL 2.
Please Complete, Sign and Date on Reverse Side and Mail in
Accompanying Postpaid Envelope.
NOTE: This instrument must be
signed by the registered
__________________
___________________
holder(s). When signing as attorney, administrator,
Date
trustee or guardian, please give your title as such.
_____________________________________
____________________________________
Signature(s)
