August 28, 1995
Dear IMG Tax Exempt Liquid Assets Fund, Inc., Shareholder:
You will find enclosed a proxy statement and a proxy card for IMG Tax Exempt
Liquid Assets Fund, Inc. It is important that you complete and return your
proxy card as soon as possible.
As a shareholder, you have voting rights that give you the opportunity to make
certain important decisions for your Fund. Of course, most routine operational
decisions of the Fund don't call for your vote. But, in accordance with your
Fund's Prospectus and applicable laws, certain decisions do require shareholder
votes.
Please keep in mind that the Fund's Directors have a fiduciary responsibility to
support the shareholders' best interests. They have carefully reviewed the proxy
materials and recommend a yes vote on your proxy card.
As with political elections, your vote counts. We urge you to act now so that we
can avoid bothering you with follow-up reminders. Follow-ups incur additional
expenses for the Fund, which can reduce investment returns for all shareholders.
If you have any questions, please call us between 8:00 a.m. and 4:30 p.m.
Central Standard Time.
Let me emphasize that the Board of Directors of your Fund believes what's
proposed in the proxy materials will benefit the Fund's shareholders in the
aggregate. The Directors recommend a yes vote. We need your vote, so please
return your proxy card today in the postpaid envelope provided.
Sincerely,
Ruth Prochaska
Vice President/Secretary
IMG Liquid Assets Fund, Inc.
IMG Tax Exempt Liquid Assets Fund, Inc.
<PAGE>
VOTE THIS PROXY CARD TODAY!
YOUR PROMPT RESPONSE WILL SAVE YOUR FUND THE EXPENSE OF ADDITIONAL MAILINGS
IMG TAX EXEMPT LIQUID ASSETS FUND, INC.
Proxy Solicitation on behalf of the Board of Directors
for the Annual Meeting, October 9, 1995
The undersigned, revoking previous proxies, hereby appoints David W. Miles and
Richard A. Miller, and each of them, proxies, with full power of substitution,
to vote all stock of the undersigned at the Annual Meeting of Shareholders of
the IMG Tax Exempt Liquid Assets Fund, Inc., to be held at 2203 Grand Avenue,
Des Moines, Iowa on October 9, 1995, at 10:15 a.m. and at any adjournments
thereof.
Unless otherwise specified in the spaces provided, the undersigned's vote will
be cast FOR each numbered item listed below. The proxies may vote at their
discretion upon such other matters which may come before the meeting or any
adjournments thereof.
1. ELECTION OF DIRECTORS
Robert F. Galligan, Chad L. Hensley, Fred Lorber, Darwin T. Lynner, Jr.,
Mark A. McClurg, David W. Miles, Richard A. Miller, James W. Paulsen,
William E. Timmons, and Steven E. Zumbach.
_____ FOR all nominees listed
_____ WITHHOLD AUTHORITY to vote for all nominees listed
(To withhold authority to vote for any individual nominees(s),
write the name(s) in the space provided below
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2. RATIFY INDEPENDENT AUDITORS
KPMG Peat Marwick LLP.
_____ FOR
_____ AGAINST
_____ ABSTAIN
The Board of Directors recommends a vote FOR the nominees listed in Proposal 1,
and FOR the approval of KPMG Peat Marwick LLP as independent auditors in
Proposal 2.
This proxy, when properly executed, will be voted in the manner directed herein
by the undersigned shareholder. If no direction is made or if authority to vote
for nominees is not withheld, this proxy will be voted FOR the nominees listed
in Proposal 1, and FOR Proposal 2.
----------------------------------- ---------------------------------------
Signature Signature
----------------------------------- ---------------------------------------
Date Date
Shares FUND 05 Bank
[GRAPHIC OMITTED] [GRAPHIC OMITTED]
Name1
Name2
Address
City, State Zip
[GRAPHIC OMITTED] [GRAPHIC OMITTED]
JOINT OWNERS MUST SIGN EXACTLY AS SHOWN HEREON. PLEASE SIGN AND RETURN EACH
PROXY CARD YOU RECEIVE. If you are an administrator or other fiduciary, please
give your full title. Corporations should sign the full corporation name by an
authorized officer. A partnership should sign in the partnership name by one of
the partners.
VOTE THIS PROXY CARD TODAY!
YOUR PROMPT RESPONSE WILL SAVE YOUR FUND THE EXPENSE OF ADDITIONAL MAILINGS
<PAGE>
IMG Tax Exempt Liquid Assets Fund, Inc.
NOTICE OF
ANNUAL MEETING OF SHAREHOLDERS
ON OCTOBER 9, 1995
TO THE SHAREHOLDERS OF IMG TAX EXEMPT LIQUID ASSETS FUND, INC.:
You are cordially invited to attend the Annual Meeting of Shareholders of IMG
Tax Exempt Liquid Assets Fund, Inc., which will be held at 2203 Grand Avenue,
Des Moines, Iowa, on Monday, October 9, 1995, at 10:15 a.m., for the following
purposes:
1. To elect a Board of Directors to serve until the next Annual Meeting and
until their successors are elected and have qualified;
2. To ratify the selection of KMPG Peat Marwick LLP as the independent
auditors for the Fund; and
3. To transact any other business which may properly come before the meeting.
In addition, we will report to you on the business and affairs of the Fund for
the year ended June 30, 1995. The Annual Financial Report is enclosed for your
information.
The close of business on Tuesday, August 15, 1995, has been fixed as the record
date for determination of shareholders entitled to notice of and to vote at the
Annual Meeting. There were 17,243,577 shares outstanding on August 15, 1995. A
list of such shareholders will be maintained at the offices of Investors
Management Group (the "Advisor" or "IMG") at 2203 Grand Avenue, Des Moines, Iowa
50312-5338, during the ten day period preceding the Annual Meeting.
PLEASE SIGN AND DATE THE ENCLOSED PROXY CARD AND RETURN IT IN THE ENVELOPE
PROVIDED. No postage is required. Prompt return of your proxy card will be
appreciated. Your vote is important no matter how many shares you own.
Des Moines, Iowa BY ORDER OF THE BOARD OF DIRECTORS
August 28, 1995
Ruth L. Prochaska
Secretary
<PAGE>
IMG TAX EXEMPT LIQUID ASSETS FUND, INC.
PROXY STATEMENT
This statement was first mailed to shareholders on or about August 28,
1995. The Fund's annual report for the year ending June 30, 1995 is included
herewith. Shareholders should send proxies and any correspondence to the
following address:
IMG Tax Exempt Liquid Assets Fund, Inc.
2203 Grand Avenue
Des Moines, Iowa 50312-5338
SOLICITATION OF PROXIES
This statement is furnished to shareholders of IMG Tax Exempt Liquid Assets
Fund, Inc. (the "Fund") in connection with the solicitation of proxies by the
Board of Directors to be used at the Annual Meeting of the Shareholders to be
held at 10:15 a.m., Des Moines time, on October 9, 1995, at 2203 Grand Avenue,
Des Moines, Iowa.
VOTING RIGHTS
The close of business on August 15, 1995 has been fixed as the record date
for the determination of shareholders entitled to notice of, and to vote at the
Annual Meeting. There were 17,243,577 shares outstanding at the close of
business on August 15, 1995. Each shareholder will be entitled to one vote for
each full share held and an appropriate fraction of a vote for each fractional
share held on each matter presented for shareholder vote at the Annual Meeting.
If the enclosed form of proxy is properly executed and returned, the shares
represented thereby will be voted at the meeting for the election of the ten
directors identified thereon (unless authority is withheld) and unless otherwise
indicated by the shareholder, the proxy will be voted for the other proposals
set forth herein and appearing on the proxy. A shareholder executing a proxy may
revoke it at any time before it has been voted at the meeting by giving written
notice to the Fund, at the address shown above. The proxy may also be revoked by
executing a new proxy or attending and voting at the meeting. Nominees for
directors who receive a majority of the votes cast by the shareholders entitled
to vote at the annual meeting will be elected. Abstentions are not counted on
determining a number of shares voting for or against any matter listed on the
accompanying Notice of Annual Meeting, but will be included in determining the
number of shares present at the Annual Meeting. Broker "non-votes" (i.e. proxies
from brokers or nominees indicating such persons have not received instructions
from the beneficial owner or other persons entitled to vote shares on a
particular matter or for which such persons do not have discretionary power to
vote) will be treated as abstentions. None of the matters presented at the
Annual Meeting will entitle any shareholders to appraisal rights. Cumulative
voting is not authorized.
In the event that a quorum is not present at the Annual Meeting, or in the
event that a quorum is present but sufficient votes to approve the various
proposal are not received, the persons named as proxies may propose one or more
adjournments of the Annual Meeting, to permit further solicitation of proxies.
In determining whether to adjourn the Annual Meeting, the following factors may
be considered: (1) the nature of the particular proposal lacking a sufficient
number of votes, (2) the percentage of votes actually cast, (3) the percentage
of negative votes actually cast, (4) the nature of any further solicitation and
the information to be provided to shareholders with respect to the reasons for
solicitation. Any adjournment will require the affirmative vote of a majority of
those shares represented at the Annual Meeting in person or by proxy. A
shareholder vote may be taken on any proposal prior to any adjournment if
sufficient votes have been received for approval.
The Fund believes that, as of the record date, Townsend Engineering Co.,
2425 Hubbell, Des Moines, Iowa 50317; Ted Townsend, 13031 NW 29th Drive, West
Des Moines, Iowa 50265; directly or indirectly, owned approximately 5,973,360
shares (34.6 percent) and 4,132,909 shares (24.0 percent), respectively, of the
outstanding Fund shares. To the knowledge of the Fund, no other shareholders
owned beneficially as of the record date 5 percent or more of the Fund's
outstanding shares.
Deadline for Receipt of Shareholder Proposals
Proposals by shareholders of the Fund which are intended to be presented by
such shareholders at the Fund's 1996 Annual Meeting must be received by the Fund
no later than May 10, 1996, in order that they may be included in the proxy
statement and form of proxy relating to that meeting. Any such proposals
submitted should be mailed Certified Mail-Return Receipt Requested to the Fund
at the Fund's address set forth above.
1. ELECTION OF DIRECTORS
A board of ten directors is to be elected at the meeting. Unless otherwise
instructed, the proxy holders will vote the proxies received by them for the
Fund's ten nominees named below. Messrs. Miller and Timmons have been directors
of the Fund since its inception, and Mr. Galligan has served since October,
1988. Messrs. Lorber, Hensley and Lynner have served since October 1989. Mr.
Zumbach was nominated by the nominating committee comprised of Messrs. Lorber
and Hensley and elected at the board meeting on July 18, 1995, to fill the
vacancy on the board created by the death of Mr. Richard A. Westcott on May 31,
1995. On July 18, 1995, the directors and disinterested directors of the Fund
voted unanimously to increase the size of the board from seven to ten members.
The nominating committee, consisting of Messrs. Lorber and Hensely, nominated
David W. Miles, Mark A. McClurg and James W. Paulsen to fill the new positions
created by expanding the size of the board. The appointments of Messrs. Miles,
McClurg, and Paulsen were approved unanimously by all directors and
disinterested directors of the Fund. In the event that any nominee of the Fund
is unable or declines to serve as a director at the time of the Annual Meeting,
the proxies will be voted for any nominee who shall be designated by the present
Board of Directors to fill the vacancy. It is not expected that any nominee will
be unable or will decline to serve as a director. The term of office of each
person elected as a director will continue until the next Annual Meeting of
Shareholders or until his successor has been elected and qualified.
Described below are the nominees and their principal occupations held
during the past five years. Each director who is deemed an "interested person"
of the Fund, as defined in the Investment Company Act of 1940, is indicated by
an asterisk (*). The address of each director is that of the Fund unless
otherwise indicated.
<TABLE>
<CAPTION>
No. of Shares of
the Fund
Beneficially
Owned Directly
Principal Occupations Served as or Indirectly
and Other Material Director as of
Name Age Affiliations From August 15, 1995
<S> <C> <C> <C> <C>
Robert F. Galligan 59 Business Administration Department 10-88 -0-
Des Moines, Iowa Chairman and Associate Professor,
Director Grandview College; Director, IMG
Liquid Assets Fund, Inc.
Chad L. Hensley 71 Retired President and CEO, Preferred 10-89 -0-
Des Moines, Iowa Risk Mutual Insurance Co.; Director,
Director IMG Liquid Assets Fund, Inc.
Fred Lorber 71 Chairman of Board, Lortex, Inc.; 10-89 -0-
Des Moines, Iowa Chairman and Director, IMG Liquid
Chairman of Board and Assets Fund, Inc.
Director
Darwin T. Lynner, Jr. 51 President, Darwin T. Lynner Co., Inc.; 10-89 -0-
Des Moines, Iowa a property management company;
Director Director, IMG Liquid Assets Fund, Inc.
Mark A. McClurg* 42 Vice President, Secretary and Senior 7-95 -0-
Des Moines, Iowa Managing Director of Investors Man-
Treasurer and Director agement Group and IMG Financial
Services, Inc.; Treasurer and Director,
IMG Liquid Assets Fund, Inc.
David W. Miles* 38 President, Treasurer and Senior Man- 7-95 -0-
Des Moines, Iowa aging Director of Investors Manage-
President and Director ment Group and IMG Financial
Ser- vices, Inc.; President and Director,
IMG Liquid Assets Fund, Inc.
Richard A. Miller 55 Vice President & General Counsel, 6-82 -0-
Des Moines, Iowa Farmers Casualty Company Mutual;
Director Director, IMG Liquid Assets Fund, Inc.;
Partner, Scalise, Scism, Sandre, Uhl,
McConville, Miller & Holliday from
1989 to 1992.
James W. Paulsen* 37 Senior Managing Director of Investors 7-95 -0-
Des Moines, Iowa Management Group and IMG Financial
Vice President and Director Services, Inc.; Vice President and Direc-
tor, IMG Liquid Assets Fund, Inc.
William E. Timmons 71 Partner, Patterson Law Firm; Director, 6-82 -0-
Des Moines, Iowa IMG Liquid Assets Fund, Inc.; Director
Director Ag Hail Insurance Company; Director,
Allied Group.
Steven E. Zumbach 45 Attorney, Belin, Harris, Lamson, 7-95 -0-
Des Moines, Iowa McCormick since 1977.
Director
</TABLE>
The Fund has an Executive Committee consisting of Messrs. Galligan and
Timmons. Subject to certain limitations, the Executive Committee may exercise
the powers of the Board of Directors between the quarterly meetings of the
Board. During the fiscal year ended June 30, 1995, the Board of Directors met
four times and the Executive Committee did not meet. No incumbent director
attended fewer than 75 percent of the meetings of the Board of Directors. The
Fund has a nominating commitee consisting of Messrs.
Lorber and Hensley. The Fund has no standing audit or compensation committee.
The total number of shares held by all directors as of August 15, 1995
represented less than 1 percent of the outstanding shares.
The executive officers of the Fund are David W. Miles, President; Mark A.
McClurg, Treasurer; James W. Paulsen, Vice President; and Ruth L. Prochaska (42)
Secretary. Mr. Miles is President, Treasurer and Senior Managing Director of
IMG. Ms. Prochaska is Controller/Compliance Officer of IMG. Mr. McClurg is Vice
President, Secretary, and Senior Managing Director of IMG. Mr. Paulsen is Senior
Managing Director of IMG. All are deemed to be interested persons of the Fund
and the Advisor. The address of the officers is that of the Fund.
REMUNERATION OF OFFICERS AND DIRECTORS
AND OTHER TRANSACTIONS WITH DIRECTORS
During the fiscal year ended June 30, 1995, the Fund paid no remuneration
to any of its directors or officers for acting as such, except a maximum fee of
$250 per Board meeting and $100 per committee meeting, paid only to the
directors who are not interested persons of the Fund's Investment Advisor. Under
the terms of the Management and Investment Advisory Agreement, all other
remuneration of officers and directors is paid by the Investment Advisor. In
fiscal 1995, payments by the Fund to directors for attendance at directors'
Board and committee meetings aggregated $5,500.
<TABLE>
<CAPTION>
COMPENSATION TABLE
(1) (2) (3) (4) (5)
Aggregate Pension or Retirement Estimated Annual Total Compensation From
Name of Compensation Benefits Accrue As Benefits Upon Registrant and Fund
Person, Position From Registrant Part of Fund Expenses Retirement Complex Paid to Director
<S> <C> <C> <C> <C>
Robert F. Galligan $ 2,750 $ 0 $ 0 $ 2,750
Director
Chad L. Hensley 2,750 0 0 2,750
Director
Fred Lorber 2,200 0 0 2,200
Director
Darwin T. Lynner 2,200 0 0 2,200
Director
Mark A. McClurg 0 0 0 0
Treasurer & Director
David W. Miles 0 0 0 0
President & Director
Richard A. Miller 2,750 0 0 2,750
Director
James W. Pualsen 0 0 0 0
Vice President & Director
William E. Timmons 2,200 0 0 2,200
Director
Steven E. Zumbach 0 0 0 0
Director
</TABLE>
2. RATIFICATION OF SELECTION OF AUDITORS
On July 18, 1995, the Board of Directors of the Fund, including a majority
of those members of the Board who are not interested persons of the Fund,
selected KPMG Peat Marwick LLP, independent auditors, to examine the books and
securities of the Fund and to certify from time to time financial statements of
the Fund. KPMG Peat Marwick LLP has advised the Fund that such firm has no
direct or material indirect financial interest in the Fund or its Investment
Advisor. Representatives of KPMG Peat Marwick LLP will be at the meeting to
answer questions and will have an opportunity to make a statement if they desire
to do so. THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR RATIFICATION.
THE INVESTMENT ADVISOR
The Fund has retained IMG (the "Advisor") to act as its investment advisor.
The address of the Advisor is that of the Fund. The Advisor is a registered
investment advisor organized in 1982. Since then, its principal business has
been providing continuous investment management to pension and profit sharing
plans, insurance companies, public agencies, banks, endowments and charitable
institutions, other mutual funds, individuals and others. IMG has approximately
$1.1 billion in equity, fixed income, and money market assets under management.
IMG Financial Services, Inc., a wholly-owned subsidiary of IMG, serves as
distributor for the Fund. The Fund pays a fee computed daily and payable monthly
at an annual rate of 0.75 percent of average daily assets. The Fund paid
$156,932 in distribution fees during the fiscal year ended June 30, 1995.
The Advisor is also the investment Advisor of IMG Liquid Assets Fund, Inc.,
IMG Mutual Fund, Inc., Iowa Public Agency Investment Trust, Iowa Schools Joint
Investment Trust and Sub-Advisor of Capital Value Fund, Inc., and engages in
certain other activities unrelated to investment companies.
David W. Miles is President , Treasurer, and director of the Advisor, Mark
A. McClurg is Vice President, Secretary, and director of the Advisor, and James
W. Paulsen is a director of the Advisor. On January 1, 1995, Mr. Paulsen
purchased 48,182 shares of IMG voting common stock from Messrs. Miles and
McClurg at a price of $6.04 per share. As a result, Messrs. Miles, McClurg and
Paulsen each own in excess of 20 percent of the outstanding voting securities of
the Advisor. Senior Managing Directors of the Advisor and its wholly-owned
subsidiary, are Mark A. McClurg, David W. Miles, and James W. Paulsen. They
intend to devote substantially all their time to the operation of the Advisor.
Their address is that of the Advisor.
EXPENSES
The cost of preparing, assembling and mailing this Proxy Statement, the
accompanying Notice of Meeting and form of Proxy, and any additional material
relating to the meeting which may be furnished to the shareholders subsequent to
the furnishing of this statement has been or is to be borne by the Fund. In
addition to the solicitation of proxies by use of the mails, proxies may be
solicited, without additional costs to the Fund, except for out-of-pocket
expenses, by certain officers and employees of the Fund or of the Advisor,
personally or by telephone or telegraph. Brokerage houses, banks and other
fiduciaries may be requested to forward soliciting material to their principals
and obtain authorization for the execution of proxies. They will be reimbursed
for their out-of-pocket expenses for these services.
OTHER MATTERS
The officers and directors of the Fund do not know of any matters to be
presented to the meeting other than those specified above. If, however, any
other matters should come before the meeting, it is intended that the persons
named in the enclosed form of proxy, or their substitutes, will vote such proxy
in accordance with their best judgment on such matters.
BY ORDER OF THE BOARD OF DIRECTORS
Ruth L. Prochaska, Secretary
Des Moines, Iowa
August 28, 1995
PLEASE PROMPTLY EXECUTE YOUR PROXY AND RETURN IT
