<PAGE> 1
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
<TABLE>
<S> <C>
/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 Rule 14a-11(c) or Rule 14a-12
</TABLE>
FUNDS IV TRUST
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which 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:
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:
<PAGE> 2
FUNDS IV TRUST
SHORT-TERM TREASURY INCOME FUND
237 PARK AVENUE
NEW YORK, NEW YORK 10017
August , 1996
Dear Short-Term Treasury Income Fund Shareholder:
A Special Meeting of Shareholders of Short-Term Treasury Income Fund (the
"Fund") has been called for September , 1996 to address matters that are
important to you.
As you may be aware, Boatmen's Bancshares, Inc. ("Bancshares") completed a
merger with Fourth Financial Corporation on January 31, 1996. The new
organization has since taken steps to consolidate mutual fund investment
advisory activities. BANK IV, National Association (now a wholly-owned
subsidiary of Bancshares) currently provides investment advisory services to
FUNDS IV Trust. Boatmen's Trust Company (also a wholly owned subsidiary of
Bancshares) currently provides investment advisory services to The Pilot Funds.
As the next step in the process, you are being asked to consider and
approve a proposed Plan of Liquidation (the "Liquidation Plan") for the Fund.
The Liquidation Plan provides that (a) the Fund's portfolio securities will be
liquidated, (b) the Fund's known liabilities and obligations will be satisfied,
and (c) the remaining proceeds will be distributed to the Fund's shareholders.
Subject to your approval, the liquidation is expected to occur on or after
September , 1996.
The Board of Trustees of FUNDS IV Trust has considered a variety of factors
and unanimously approved the Liquidation Plan as being in the best interests of
shareholders of the Fund. Following the liquidation, shareholders will have the
opportunity to invest all or a portion of the proceeds of the liquidation in one
or more portfolios of The Pilot Funds.
The Liquidation Plan is discussed in detail in the enclosed materials,
which you should read carefully. The Trustees unanimously recommend that you
vote FOR the Liquidation Plan.
Enclosed is a proxy card for the meeting. We urge you to read the enclosed
proxy statement and to vote by completing, signing and returning the enclosed
proxy ballot form(s) in the prepaid envelope. Please vote and return each proxy
card you receive. Every vote counts.
Sincerely,
/s/ John J. Pileggi
----------------------------------
John J. Pileggi
President
<PAGE> 3
PRELIMINARY COPY
FUNDS IV TRUST
SHORT-TERM TREASURY INCOME FUND
237 PARK AVENUE, NEW YORK, NEW YORK 10017 (800) 557-3768
-----------------------------------------------------------------
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON SEPTEMBER , 1996
-----------------------------------------------------------------
NOTICE IS HEREBY GIVEN THAT a Special Meeting of the Shareholders of
Short-Term Treasury Income Fund (the "Fund"), a series of FUNDS IV Trust, will
be held at the offices of Furman Selz LLC at 237 Park Avenue, New York, New
York, Suite 910 on September , 1996, at :00 .m. Eastern Time for the
following purposes:
ITEM 1. To consider and act upon a proposal to approve a Plan of
Liquidation pursuant to which (a) the Fund's portfolio securities will be
liquidated, (b) the Fund's known liabilities and obligations will be
satisfied and (c) the remaining proceeds will be distributed to the Fund's
shareholders; and
ITEM 2. To consider and act upon any other matters which may properly
come before the Special Meeting or any adjournment thereof.
Shareholders of record at the close of business on July , 1996 are
entitled to notice of, and to vote at, the Special Meeting.
SHAREHOLDERS OF THE FUND ARE REQUESTED TO EXECUTE AND RETURN PROMPTLY IN
THE ENCLOSED ENVELOPE THE ACCOMPANYING PROXY CARD WHICH IS BEING SOLICITED BY
FUNDS IV TRUST'S BOARD OF TRUSTEES. THIS ACTION WILL HELP ENSURE A QUORUM AT THE
SPECIAL MEETING. PROXIES MAY BE REVOKED AT ANY TIME BEFORE THEY ARE EXERCISED BY
SUBMITTING TO FUNDS IV TRUST A WRITTEN NOTICE OF REVOCATION OR A SUBSEQUENTLY
EXECUTED PROXY OR BY ATTENDING THE SPECIAL MEETING AND VOTING IN PERSON.
By Order of the Trustees,
/s/ Joan V. Fiore
-----------------------------------
Joan V. Fiore,
Secretary
August , 1996
<PAGE> 4
PRELIMINARY COPY
FUNDS IV TRUST
SHORT-TERM TREASURY INCOME FUND
237 PARK AVENUE
NEW YORK, NEW YORK 10017
(800) 557-3768
-------------------------
PROXY STATEMENT
-------------------------
This Proxy Statement is furnished to shareholders of Short-Term Treasury
Income Fund (the "Fund"), a series of FUNDS IV Trust ("Funds IV Trust"), in
connection with the solicitation by the Board of Trustees of Funds IV Trust of
proxies to be used at a Special Meeting of Shareholders of the Fund (the
"Meeting") to be held at the offices of the Fund, 237 Park Avenue, New York, New
York, Suite 910 on , September , 1996 at :00 o'clock .M.,
New York Time, for the purposes set forth in the accompanying Notice of Special
Meeting of Shareholders. This proxy soliciting material is being mailed to
shareholders on or about August , 1996.
Only shareholders of record at the close of business on July , 1996 are
entitled to notice of, and to vote at, the Meeting and at any adjournment(s)
thereof. As of July , 1996, there were approximately shares of beneficial
interest of the Fund outstanding.
COPIES OF THE FUND'S MOST RECENT ANNUAL REPORT AND SEMI-ANNUAL REPORT ARE
AVAILABLE WITHOUT CHARGE UPON REQUEST MADE TO FUNDS IV TRUST, 237 PARK AVENUE,
SUITE 910, NEW YORK, NEW YORK 10017, (800) 557-3768.
APPROVAL OF THE PLAN
BACKGROUND
On January 31, 1996, Fourth Financial Corporation merged with and into a
wholly owned subsidiary of Boatman's Bancshares, Inc. ("Bancshares"). As a
consequence, BANK IV, National Association ("Bank IV"), which had been a wholly
owned subsidiary of Fourth Financial Corporation and the investment adviser to
various series of Funds IV Trust, became a wholly owned subsidiary of
Bancshares. Boatmen's Trust Company ("Boatmen's"), the investment adviser to
each of The Pilot Funds, is also a wholly owned subsidiary of Bancshares. Since
the effectiveness of the merger, and as a result of Bank IV and Boatmen's being
under the common control of Bancshares, the portfolio managers of the various
series of Funds IV Trust at Bank IV and the portfolio managers of the various
series of The Pilot Funds at Boatmen's have shared common investment research
and reported within a common line of supervision. After careful consideration of
the investment portfolios of the funds and their respective performance, the
multi-class structures of and distribution functions performed for the funds,
the shareholder servicing requirements of each fund, compliance functions and
other factors relating to the operation of Funds IV Trust and The Pilot Funds,
Boatmen's and Bank IV concluded that certain funds could achieve significant
operating efficiencies and would benefit from being managed and marketed on a
coordinated basis. Accordingly, Bank IV recommended to the Trustees of Funds IV
Trust that they approve the reorganization of certain series of Funds IV Trust
into corresponding series of The Pilot Funds.
Upon review of the various fixed income series of The Pilot Funds, and
following a comparison of the investment objectives, policies and portfolios of
the Fund with those of the fixed income series of The Pilot Funds, Boatmen's and
Bank IV concluded that no single fixed income series of The Pilot Funds
corresponds sufficiently with the Fund to make a complete reorganization of the
Fund into that portfolio advisable from an investment standpoint or feasible on
a tax-free basis. In addition, Boatmen's and Bank IV concluded that, assuming
the Reorganizations discussed above were consummated, it would not be feasible
or in the best
<PAGE> 5
interests of shareholders, to operate the Fund as the sole surviving series of
Funds IV Trust. In light of these conclusions and the broader array of
investment options available by investment in The Pilot Funds, Bank IV
recommended to the Trustees of Funds IV Trust that the Fund be liquidated as
provided in the Plan (the "Liquidation").
At a meeting held on May 10, 1996 the Trustees of Funds IV Trust considered
the effect of the recent merger of Fourth Financial with and into Bancshares and
the fact that since the merger the portfolio managers of Funds IV Trust at Bank
IV and the portfolio managers of The Pilot Funds at Boatmen's have shared
investment research and reported within a common line of supervision; the
recommendation of Bank IV with respect to the Plan; and the investment
objective, policies, and portfolio of the Fund as compared to those of the
various fixed income series of The Pilot Funds.
After consideration of all of the foregoing and related factors, the
Liquidation and the Plan were determined by Funds IV Trust's Board of Trustees
to be in the best interests of Fund Shareholders. The Trustees unanimously
approved the Plan and directed that it be submitted to shareholders of the Fund
for approval. Funds IV Trust's Board of Trustees recommends that Shareholders
vote FOR approval of the Plan.
The Board of Trustees of Funds IV Trust has not determined what action it
will take in the event the shareholders of the Fund fail to approve the Plan or
for any reason the Liquidation is not consummated. If shareholders do not
approve the Plan or the Liquidation is not consummated for any reason, the
Trustees may choose to consider approval of a new investment advisory agreement
with Boatmen's, alternative dispositions of the Fund's assets, including the
sale of assets to, or merger with, another investment company.
DESCRIPTION OF THE PLAN
The following is a brief description of the Plan whereby the assets of the
Fund will be sold and the proceeds distributed to shareholders as a complete
liquidation of the Fund. A copy of the Plan is included in this Proxy Statement
as Appendix A. The description of the Plan below is qualified in its entirety by
reference to the Plan itself.
Under the Plan, following its approval by the Board of Trustees of Funds IV
Trust, the Fund will not accept orders for purchases of shares (except to the
extent that shareholders had previously elected to reinvest dividends and
capital gain distributions). In addition, to the extent feasible, the Fund will
take a defensive position pending liquidation and concentrate its investments in
high-quality fixed-income short-term securities with a view toward facilitating
an orderly liquidation of its portfolio. If shareholders of the Fund approve the
Plan, the officers of Funds IV Trust, in consultation with the Fund's investment
adviser, will determine the manner and timing of the disposition of assets as
they believe to be reasonable and in the best interests of the Fund and its
shareholders. As soon as practicable after the consummation of the sale or
distribution of the Fund's portfolio securities and the payment of all the
Fund's known liabilities and obligations, the officers of the Fund shall
determine the Liquidation Value of the Fund's shares, which shall be determined
in the same manner as the Fund's net asset value is determined on a daily basis.
The date on which Liquidation Value is determined is the "Distribution Date." As
of the Distribution Date, the Liquidation Value is (i) the aggregate value of
all of the assets of a Fund, less (ii) the sum of the aggregate amount of all of
the liabilities of the Fund, divided by (iii) the total number of issued and
outstanding shares of the Fund. The Board of Trustees may, if appropriate,
authorize the establishment of a reserve to meet any contingent liabilities of
the Fund, which amount, if any, shall be deducted pro rata from the Liquidation
Value.
The Liquidation is not conditioned upon the consummation of any other
liquidation or reorganization transaction. In accordance with its terms, the
Plan may be terminated at any time by the authority of the Board of Trustees of
Funds IV Trust.
Fund shareholders will have no dissenters' rights or appraisal rights but
will continue to have the right to redeem their shares at net asset value up to
the day preceding the closing date of the Liquidation. Fund shareholders who
vote against the Plan and decide not to redeem their shares will still be
subject to the Liquidation.
2
<PAGE> 6
FEDERAL INCOME TAX CONSEQUENCES
For federal income tax purposes, a shareholder's receipt of proceeds from
the Liquidation ("Liquidation Proceeds") will be a taxable event and will be
treated as a sale of the shareholder's shares in exchange for Liquidation
Proceeds. Each shareholder will recognize taxable gain or loss in an amount
equal to the difference between the Liquidation Proceeds he or she receives and
the adjusted tax basis of his or her shares. Assuming the shareholder holds his
or her shares as a capital asset, the gain or loss generally will be treated as
a capital gain or loss. If the shares have been held for more than one year the
gain or loss will constitute a long-term capital gain or loss; otherwise, the
gain or loss will constitute a short-term capital gain or loss. Shareholders
will be notified of their respective shares of ordinary and capital gain
dividends for the Fund's final fiscal year; amounts included in income as
dividends will increase shareholders' adjusted bases in their shares for
purposes of computing their gain or loss on the receipt of Liquidation Proceeds.
The foregoing discussion does not address the federal income tax consequences of
the Liquidation to shareholders who are corporations, trusts, estates,
tax-exempt organizations, pension plans, Individual Retirement Accounts or
non-resident aliens. Nor does this discussion address the state or local tax
consequences of the Liquidation.
SHAREHOLDERS SHOULD CONSULT THEIR TAX ADVISERS TO DETERMINE THE FEDERAL,
STATE, AND OTHER INCOME TAX CONSEQUENCES OF RECEIVING LIQUIDATION PROCEEDS IN
THEIR PARTICULAR TAX CIRCUMSTANCES.
The Board of Trustees recommends a vote FOR the Plan.
OTHER BUSINESS
The Board of Trustees of Funds IV Trust knows of no other business to be
brought before the Meeting. However, if any other matters come before the
Meeting, proxies which do not contain specific restrictions to the contrary will
be voted on such matters in accordance with the judgment of the persons named in
the enclosed form of proxy.
MISCELLANEOUS
SOLICITATION OF PROXIES. 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 Fund (who will not be paid for their
solicitation activities). ____________(" ") has been engaged by Bank IV to
assist in soliciting proxies, and may contact certain shareholders of the Fund
by telephone. Shareholders who are contacted by ____________ 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 shareholders 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 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 ____________ by Bank IV, then the ____________
representative will explain the process, read the Proposals listed on the proxy
card and ask for your instructions on each Proposal. The ____________
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, ____________ will send you a
letter or mailgram to confirm your vote and asking you to call ____________
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
give by you, whether in writing or by telephone may be revoked at any time
before it is voted by a written instruction received by the Secretary of Funds
IV Trust by properly executing a later-dated proxy or by attending the Meeting
and voting in person.
3
<PAGE> 7
The cost of the solicitation, including the Meeting and the cost of
pricing, assembling and mailing proxy materials will be borne by Boatmen's.
QUORUM. Each share of the Fund is entitled to one vote and each fractional
share thereof is entitled to a fractional vote, on each matter submitted to a
vote of shareholders at the Meeting; no shares have cumulative voting rights.
Shares held by two or more persons (whether 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 Funds IV 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 in accordance with the specifications made. If no
specification is made, shares will be voted in accordance with the
recommendations of the Trustees. Proxies may be revoked at any time before they
are voted by a written revocation received by the Secretary of Funds IV Trust,
by properly executing a later-dated proxy or by attending the Meeting and voting
in person. Funds IV Trust 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. Boatmen's 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 Funds IV
to act as proxies for the Meeting.
Approval of the Plan requires the affirmative vote of (i) 67% or more of
the shares of the Fund present 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. 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.
A quorum for the transaction of business at the Meeting is constituted by
the presence in person or by proxy of the holders of not less than one-third of
the outstanding shares of the Fund entitled to vote at the Meeting. If, by the
time scheduled for the Meeting, a quorum of shareholders of the Fund is not
present or if a quorum of the Fund's shareholders is present but sufficient
votes in favor of the Liquidation are not received, the persons named as proxies
may propose one or more adjournments of the Meeting with respect to that fund to
permit further solicitation of proxies from shareholders. Any such adjournment
will require the affirmative vote of a majority of the shares of the Fund
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. Notice of
adjournment of the Meeting to another time and place need not be given, if the
time and place are announced at the Meeting being adjourned and reasonable
notice is given to persons present at the Meeting and the adjourned Meeting is
held within a reasonable time after the date set for the original Meeting.
In tallying shareholder votes, abstentions and broker non-votes (i.e.,
proxies sent in by brokers and other nominees that 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 the purposes
of convening the Meeting. If a proposal, such as the proposal to approve the
Plan, must be approved by (i) a percentage of voting securities present at the
Meeting, or (ii) a majority of the shares issued and outstanding, 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 votes against the
proposal. If a proposal must be approved by a percentage of "votes cast" on the
proposal, 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 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.
4
<PAGE> 8
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF. The only voting securities
of the Fund are its shares of beneficial interest, par value $0.001 per share.
As of the Record Date, the Trustees and officers of Funds IV Trust owned as a
group [less than 1%] of the outstanding voting securities of the Fund.
As of the Record Date the following shareholders owned beneficially 5% or
more of the shares of the Fund:
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BANK IV FBO........................................ ________ Shares __.__%
Miller's Inc. -- PST
100 North Market Street
Wichita, KS 67202
BANK IV FBO........................................ ________ Shares __.__%
Palmer P/S Plan
100 Market Street
Wichita, KS 67202
BANK IV FBO........................................ ________ Shares __.__%
WTA Surg, Group, P.A.
100 Market Street
Wichita, KS 67202
</TABLE>
With respect to Fund shares held in any trust account over which Bank IV
has voting power, Bank IV has advised Funds IV Trust that (a) if such account is
subject to the Employee Retirement Income Security Act of 1974, as amended,
("ERISA") and Bank IV is not the plan sponsor, Bank IV will pass voting power
through to the plan sponsor, (b) if such account is subject to ERISA and Bank IV
is the plan sponsor, Bank IV will pass its voting power to an independent third
party fiduciary, and (c) with respect to all other such trust accounts, Bank IV
will vote Fund shares in the same manner and proportion as all other Fund shares
are voted.
SHAREHOLDER MEETINGS. Funds IV 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 Funds IV 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 Funds IV Trust at its office a reasonable time prior
to the meeting, as determined by the Board of Trustees, to be included in the
Fund's proxy statement and form of proxy relating to such meeting, and must
satisfy all other legal requirements.
THE FUND'S ADVISER, DISTRIBUTOR, AND ADMINISTRATOR. The Fund's investment
adviser is BANK IV, National Association, whose address is 100 North Broadway,
Wichita, Kansas 67202. The Fund's distributor is FUNDS IV Distributor Inc.,
whose address is 230 Park Avenue, New York, New York 10169. The Fund's
administrator is Furman Selz LLC, whose address is 230 Park Avenue, New York,
New York 10169.
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE FILL IN, DATE AND
SIGN THE ENCLOSED PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE WHICH
NEEDS NO POSTAGE IF MAILED IN THE CONTINENTAL UNITED STATES.
5
<PAGE> 9
APPENDIX A
PLAN OF LIQUIDATION
PLAN OF LIQUIDATION dated as of May 10, 1996 adopted by FUNDS IV TRUST, a
Delaware business trust (the "Trust"), on behalf of the Short-Term Treasury
Income Fund, a series of the Trust (the "Fund").
W I T N E S S E T H:
WHEREAS, the Trust is an open-end management investment company registered
under the Investment Company Act of 1940, as amended (the "1940 Act");
WHEREAS, this Plan is intended to be and is adopted as a plan of complete
liquidation, pursuant to which all of the assets of the Fund shall be liquidated
at such prices and on such terms and conditions as the officers of the Trust, in
consultation with the Fund's investment adviser, shall determine to be
reasonable and in the best interests of the Fund and its shareholders, all as
hereinafter set forth in this Plan; and
WHEREAS, the Trustees of the Trust, including a majority of the Trustees
who are not "interested persons" of the Trust within the meaning of Rule 17a-8,
have determined that the liquidation of the Fund as contemplated by this Plan is
in the best interests of the Fund.
NOW, THEREFORE, the Trustees hereby declare as follows:
1. Authorization of Trustees and Officers. The Board of Trustees and
officers of the Trust are hereby authorized and directed to wind up the affairs
of the Fund, subject to the favorable majority vote of the Fund's outstanding
voting securities (within the meaning of the 1940 Act). The officers of the
Trust are hereby directed to call a meeting of shareholders of the Fund for
purposes of approving this Plan. The shareholders of the Fund shall vote as a
separate class with respect to this Plan.
2. Liquidation of Assets. The assets of the Fund shall be liquidated at
such prices and on such terms and conditions as the officers of the Trust, in
consultation with the Fund's investment adviser, shall determine to be
reasonable and in the best interests of the Fund and its shareholders.
3. Investments Pending Liquidation. To the extent feasible, the Fund
shall take a defensive position pending liquidation and concentrate its
investments in cash and high-quality fixed income short-term securities with a
view to facilitating an orderly liquidation of the Fund's portfolio.
4. Expenses. All legal, accounting, proxy-related and other expenses
associated with liquidating and dissolving the Fund and the Fund's unamortized
organizational and offering expenses will be borne by parties other than the
Fund.
5. Sales of Shares. Henceforth, the Fund shall not accept any order for
shares from any new investor, nor shall the Fund sell additional shares to any
existing shareholder, except as a result of dividends and capital gain
distributions paid in additional shares to shareholders of record in the manner
set forth in the Fund's current prospectus.
6. Liquidation. Subject to adoption of the Plan by the Fund's
shareholders at the special meeting of shareholders called for the purpose
(provided, however, that the consummation of the transactions contemplated
herein by the Fund is a separate transaction and is not contingent upon the
consummation of any transaction or the taking of any action by any other series
of the Trust), as soon as practicable after the consummation of the sale or
distribution of the Fund's portfolio securities and the payment of all the
Fund's known liabilities and obligations, the officers of the Fund shall
determine the Liquidation Value (as such term is hereinafter defined) of the
Fund's shares (the date of such determination shall be referred to herein as the
"Distribution Date"). The Liquidation Value shall be determined in the same
manner as the Fund's net asset value is determined on a daily basis.
Accordingly, the term "Liquidation Value" means, as of the Distribution Date,
(i) the aggregate value of all of the assets of a Fund, less (ii) the sum of the
aggregate amount of all of the liabilities of the Fund, divided by (iii) the
total number of issued and outstanding shares of the Fund. The Board of Trustees
may, if appropriate, authorize the establishment of a reserve to meet any
contingent liabilities of the Fund, which amount, if any, shall be deducted pro
rata from the Liquidation Value.
6
<PAGE> 10
7. Liquidating Trust. In the event the Fund is unable to distribute all
its assets pursuant to the Plan because of its inability to locate shareholders
to whom Liquidation Distributions will be sent, the Fund may create, at the
expense of such shareholders, a liquidating trust with a financial institution
and deposit any remaining assets of the Fund for the benefit of the shareholders
that cannot be located.
8. Dissenters' Rights. No shareholder shall have any dissenters' rights
or right of appraisal in connection with the liquidation and dissolution of the
Fund.
9. Provision for Lost Certificates. Prior to the dissolution and
liquidation of each Fund, the Fund will send to its shareholders to whom
certificates representing shares have been sent a redemption form for the
purpose of effecting a redemption of each shareholder's shares in exchange for
his or her Liquidation Distribution. No amount will be distributed by the Fund
to a shareholder to whom a stock certificate has been sent unless and until such
shareholder delivers to the Fund a signed redemption form and the certificates
representing shares, or, in the event a stock certificate has been lost, a lost
certificate affidavit and other documents and instruments as are reasonably
required by the Fund, together with appropriate forms of assignment, endorsed in
blank, with any and all signatures thereon guaranteed by a financial institution
reasonably acceptable to such Fund. Shareholders to whom certificates
representing shares have not been sent will receive their Liquidation
Distribution without any further action on their part.
10. Amendment; Termination. This Plan may be amended, modified or
supplemented in such manner as may be agreed upon in writing by the authorized
officers of the Trust. This Plan may be terminated and the transaction abandoned
at any time, before or after approval by the Fund's shareholders, by the
authority of the Board of Trustees of the Trust.
11. Agreement Binding Only Upon the Fund Separately. It is expressly
agreed that the obligations of the Fund hereunder shall not be binding upon any
of the trustees, shareholders, nominees, officers, agents or employees of the
Trust personally or any other series of the Trust, but bind only the trust
property of the Fund. The execution and delivery of this Plan have been
authorized by the Trustees of the Trust and executed by authorized officers of
each Trust on behalf of the Fund, acting as such, and neither such authorization
by such Trustees nor such execution and delivery by such officers shall be
deemed to have been made by any of them individually or to impose any liability
on any of them personally, but shall bind only the property of each the Fund as
provided in the Trust Instrument of the Trust.
[Remainder of Page Intentionally Blank]
7
<PAGE> 11
IN WITNESS WHEREOF, the Trustees have caused this Plan to be executed on
behalf of the Fund as of the date first set forth above by their duly authorized
representatives.
FUNDS IV TRUST,
on behalf of the Short-Term Treasury
Income Fund
Attest: By:
Name: Name:
Title: Title:
Agreed and Acknowledged as to Section 4:
BOATMEN'S TRUST COMPANY
By:
Name:
Title:
BANK IV, NATIONAL ASSOCIATION
By:
Name:
Title:
8
<PAGE> 12
Preliminary Copy
FUNDS IV TRUST
SHORT-TERM TREASURY INCOME FUND
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS -- SEPTEMBER __, 1996
The undersigned appoints John J. Pileggi and Joan V. Fiore and each of
them, attorneys and proxies of the undersigned, with power of substitution, to
vote all shares of SHORT-TERM TREASURY INCOME FUND (the "Fund") which the
undersigned is entitled to vote at the Special Meeting of Shareholders to be
held on __________, September __, 1996 at __:__ _.m., New York time, and at any
adjournment thereof.
Please Complete, Sign and Date on Reverse Side and Mail in Accompanying
Postpaid Envelope.
(Continued on other side)
4
<PAGE> 13
(Continued from other side)
THE BOARD OF TRUSTEES FAVORS A VOTE FOR EACH PROPOSAL
1. To approve the proposed Plan of Liquidation with respect to the Fund as
described in the accompanying Proxy Statement.
/ / FOR / / AGAINST / / ABSTAIN
2. To consider and act upon any other business as may properly come before the
Special Meeting and any adjournment thereof.
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 PROPOSAL 1 AND
IN THE DISCRETION OF THE PERSONS NAMED AS PROXIES AS TO SUCH OTHER MATTERS AS
MAY PROPERLY COME BEFORE THE MEETING AND ANY ADJOURNMENTS THEREOF.
NOTE: This instrument must be signed by the
registered holder(s). When signing as
attorney, administrator, trustee or
guardian, please give your title as
such.
-------------------------------------------
Date
-------------------------------------------
-------------------------------------------
Signature(s)
5
