Iowa Public Agency Investment Trust Inactive
Filed: 22 Jul 08, 12:00am
| SECURITIES AND EXCHANGE COMMISSION |
| WASHINGTON, D.C. 20549 |
| SCHEDULE 14A INFORMATION |
| Proxy Statement Pursuant to Section 14(a) |
| of the Securities Exchange Act of 1934 |
| (Amendment No. __) |
Filed by the Registrant
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o Preliminary Proxy Statement | o CONFIDENTIAL, FOR USE OF THE |
| COMMISSION ONLY (AS PERMITTED |
x Definitive Proxy Statement | BY RULE 14A-6(E)(2)) |
o Definitive Additional Materials
o Soliciting Material Pursuant to Section
| 240.14a-13 |
| IOWA PUBLIC AGENCY INVESTMENT TRUST |
| (Name of Registrant as Specified In Its Charter) |
| (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant) |
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IOWA PUBLIC AGENCY INVESTMENT TRUST
SPECIAL MEETING OF PARTICIPANTS
TO BE HELD
August 20, 2008
8:30AM
Glen Oaks Country Club
1401 Glen Oaks Dr
West Des Moines, IA 50266
Dear Participant:
A Special Meeting of Participants was called for August 20, 2008 at 8:30AM at the Glen Oaks Country Club, 1401 Glen Oaks Dr, West Des Moines, Iowa 50266 to consider the election of Trustees and the approval of the auditors.
In consideration of these matters and on behalf of our Board of Trustees, I ask that you vote at the Meeting of Participants of IPAIT to be held at the Glen Oaks Country Club, 1401 Glen Oaks Dr, West Des Moines, Iowa 50266 , August 20, 2008, at 8:30 am local time. A Notice of the Meeting and a Proxy Statement, which describes the proposals, information about the Trustees, and how to vote, is enclosed.
YOUR VOTE IS IMPORTANT. WHILE YOU MAY ATTEND THE MEETING IN PERSON AND VOTE, YOU MAY VOTE BY PROXY AS DESCRIBED IN THE PROXY STATEMENT. IF YOU CHOOSE TO VOTE BY PROXY, an authorized official of each Participant is asked to sign, date and return the accompanying proxy card in the enclosed return envelope. You may also fax it to us toll-free at 866-260-0246. Faxing or returning your proxy card to us will not prevent you from otherwise voting in person, but will assure that your vote will be counted if you are not in attendance and will ensure that a quorum will be present at the meeting which will avoid the additional expense of further proxy solicitation if a quorum is
not present.
IT IS VERY IMPORTANT THAT YOUR PROXY BE RECEIVED PROMPTLY. We need to receive your card or fax no later than August 19, 2008.
| THE IPAIT BOARD OF TRUSTEES RECOMMENDS THAT THE PARTICIPANTS APPROVE BOTH OF |
THE PROPOSALS.
| Sincerely, |
Dated: July 21, 2008 | /s/ Tom Hanafan |
| --------------------------------------------------- |
| Chairman of the Board of Trustees |
NOTICE OF SPECIAL MEETING OF PARTICIPANTS
TO BE HELD
August 20, 2008
| NOTICE IS HEREBY GIVEN that a Meeting of Participants (the "Meeting") of |
Iowa Public Agency Investment Trust, an Iowa common law trust organized under
Chapter 28E of the Iowa Code ("IPAIT"), will be held on August 20, 2008 at 8:30 am local time at the Glen Oaks Country Club, 1401 Glen Oaks Dr, West Des Moines, Iowa 50266 for the following purposes:
| 1. To ratify and approve the election of three members of the Board of |
| Trustees. |
| 2. To ratify the selection of KPMG LLP as IPAIT's auditors. |
| The Board of Trustees of IPAIT fixed the close of business on July 21, 2008 as the record |
date (the "Record Date") for determining the Participants who are entitled to notice of, and to vote at, the Meeting or any adjournments thereof. Each Participant as of the Record Date which has a positive account in
either the Diversified or Direct Government Obligation Portfolios (the "Portfolios") are entitled to cast one vote per Unit for each matter to be voted on. Please read the full text of the accompanying Proxy Statement for a complete understanding of the proposals.
YOUR VOTE IS IMPORTANT. THE AUTHORIZED OFFICIAL OF EACH PARTICIPANT MAY EXECUTE THE PROXY. Please sign, date and return the accompanying proxy card in the enclosed return envelope, or you may fax the signed proxy card to us toll-free at 866-260-0246. Faxing or returning your proxy card will not prevent you from voting in person, but will assure that your vote will be counted if you are unable to attend the meeting, and will ensure that a quorum will be present at the meeting, which will avoid the additional expense of further proxy solicitation if a quorum is not present. IT IS VERY IMPORTANT THAT YOUR PROXY BE RECEIVED PROMPTLY. We must receive your vote by no later than August 19, 2008. THE ENCLOSED PROXY IS BEING SOLICITED BY THE BOARD OF TRUSTEES OF IPAIT. THE BOARD OF TRUSTEES RECOMMENDS THAT YOU VOTE IN FAVOR OF THE
PROPOSED ITEMS.
| By Order of the Board of Trustees |
| /s/ Robert Haug |
| ---------------------------------------------- |
| SECRETARY |
| Des Moines, Iowa |
| July 21, 2008 |
IOWA PUBLIC AGENCY INVESTMENT TRUST
C/O WB Capital Management
| 1415 28TH STREET SUITE 200 |
WEST DES MOINES, IOWA 50266-1461
(515) 244-5426 or 800-872-4024
| PROXY STATEMENT |
| SPECIAL MEETING OF PARTICIPANTS |
| GENERAL INFORMATION |
| We are providing you with this Proxy Statement in connection with the solicitation of |
proxies by and on behalf of Iowa Public Agency Investment Trust, an Iowa common law trust organized under Chapter 28E of the Iowa Code ("IPAIT"), for use at the Meeting of Participants to be held at the Glen Oaks Country Club, 1401 Glen Oaks Dr, West Des Moines, IA 50266 on August 20, 2008, at 8:30 am local time, and at any and all postponements or adjournments thereof (the "Meeting"). This proxy statement, the accompanying form of proxy, and the Notice of Special Meeting will be first mailed or given to Participants on or about July 22, 2008.
| Because many of the authorized representatives of IPAIT's Participants may be unable to |
attend the Meeting in person, the Board of Trustees is soliciting proxies to give each Participant an opportunity to vote on all matters presented at the Meeting. Authorized representatives of the Participants are urged to:
| (1) read this Proxy Statement carefully; |
| (2) specify their choice in each matter by marking the appropriate box on |
| the enclosed Proxy, |
| (3) sign, date and return the Proxy by mail in the return |
| envelope provided, or |
| (4) fax the Proxy toll-free to fax number 866-260-0246. |
| If the accompanying proxy is executed properly by an authorized official of |
a Participant and returned, the Participants so voting will be deemed to have voted their Units at the Meeting in accordance with the instructions given. The Board of Trustees of IPAIT recommends a vote FOR all proposals. If no instructions are given, the Participant's Units will be voted FOR the approval of all proposals and any other business as may properly come before the Meeting.
IPAIT'S ANNUAL AND SEMI-ANNUAL REPORTS HAVE PREVIOUSLY BEEN DELIVERED TO PARTICIPANTS OF IPAIT. SUCH REPORTS ARE AVAILABLE AT NO COST BY CALLING TOLL-FREE AT 800-872-4024, VIEWING ONLINE AT WWW.IPAIT.ORG, OR WRITING TO IPAIT IN CARE OF WB CAPITAL MANAGEMENT, AT 1415 28TH STREET, SUITE 200, WEST DES MOINES, IOWA 50266-1461.
YOUR VOTE IS IMPORTANT. Please take a moment now to sign, date and return the accompanying proxy card in the enclosed return envelope. Returning your proxy card will not prevent you from voting in person, but will assure that your vote will be counted if you are unable to attend the meeting, and will avoid the additional expense of further proxy solicitation and will ensure that a quorum is represented at the meeting.
| QUESTION AND ANSWER SUMMARY: ABOUT THE VOTE |
WHAT IS BEING VOTED ON AT THE MEETING?
| As more fully described in this proxy statement, the Board of Trustees of |
IPAIT is asking participants to consider and vote on the following proposals:
| 1. Election of three Trustees |
| 2. Ratification of the selection of KPMG LLP as IPAIT's auditors |
| We may also transact any other business as may properly come before the Meeting |
or any adjournment thereof.
WHO CAN VOTE AT THE MEETING?
| The Board of Trustees has set July 21, 2008 as the record date for the |
Meeting. Only Participants at the close of business on the record date which have positive account balances in either the Diversified Portfolio and or the Direct Government Obligation Portfolio (the "Portfolios") will be entitled to receive notice of and to vote at the Meeting. Each Participant will be entitled to one vote per unit of beneficial ownership ("Unit") held in both Portfolios on each matter properly submitted for vote at the Meeting. Participants of both Portfolios vote together on the Election of Trustees and the ratification of the selection of KPMG LLP.
WHAT CONSTITUTES A QUORUM FOR THE MEETING?
| Quorum for the Meeting is based on the number Units outstanding held by Participants |
that are represented in person or by proxy. To have a quorum we need a majority of the Units of the combined Diversified Portfolio and the Direct Government Obligation Portfolio to be present, in person or by proxy. Proxies received will be considered present at the Meeting for purposes of establishing a quorum for the transaction of business at the meeting. The vote with respect to each proposal will be tabulated separately.
| If a quorum is not present at the Meeting, or if a quorum is present at the Meeting, but |
sufficient votes to approve a proposal are not received, the persons named as proxies may propose one or more adjournments of the Meeting to permit further solicitation of proxies with respect to a proposal. In determining whether to adjourn the Meeting, the following factors may be considered: the nature of a proposal, the percentage of votes cast, the percentage of negative votes cast, the nature of any further solicitation and
the information to be provided to Unit holders with respect to the reasons for the solicitation. Any adjournment will require the affirmative vote of a majority of participants represented in person or by proxy at the Meeting. In
that case, the persons named as proxies will vote all proxies required to be voted for a proposal, FOR such an adjournment; provided, however, any proxies required to be voted against a proposal will be voted AGAINST such adjournment.
HOW TO VOTE?
| If an authorized representative of each Participant completes and properly signs the |
accompanying proxy card and return it to us, it will be voted as they direct, unless they later revoke the proxy. Unless instructions to the contrary are marked, or if no instructions are specified, Participants represented by a
proxy will be voted FOR the proposals set forth on the proxy, and in the discretion of the persons named as proxies on such other matters as may properly come before the Meeting. If you do not complete a proxy card and return it to us or vote at the meeting, you will be treated as if you voted AGAINST a proposal. If you check the box labeled ABSTAIN on the proxy card and return it to us, you will be treated as if you voted AGAINST a proposal.
| If you attend the Meeting, you may deliver your completed proxy card or vote in person. |
You may either mail the proxy card to us in the envelope provided or you fax the signed proxy card toll-free to us at 866-260-0246.
CAN THE VOTE BE CHANGED AFTER RETURN OF THE PROXY CARD?
| Yes. Even after you have submitted your proxy, you may change your vote at any time |
before the proxy is exercised by filing with our Secretary, at the address indicated above, either a written notice of revocation, a duly executed proxy bearing a later date, or if you vote in person at the Meeting. The powers
of the proxy holders will be suspended if you attend the Meeting in person and so request. However, attendance at the Meeting will not by itself revoke a previously granted proxy.
| Any written notice of revocation sent to us must include the Participant's name and must be |
received prior to the Meeting to be effective.
WHAT VOTE IS REQUIRED TO APPROVE THE PROPOSALS?
| Election of Trustees requires as to each Trustee, the affirmative vote of a plurality of the |
combined Units of the Direct Government Obligation Portfolio and the Diversified Portfolio voting at the meeting. This means that the trustee nominee with the most affirmative votes for a particular slot is elected for
that slot. Abstentions will not count as votes cast and will have no effect on the outcome of this proposal. The nominees for this election are unopposed and are each incumbent.
| The ratification of the selection of KPMG LLP as IPAIT's auditors requires the affirmative |
vote of a majority of the combined outstanding Units of the Portfolios voting at the meeting.
| Abstentions are counted in tabulations of the votes cast on proposals presented to |
participants. Therefore, for all matters presented at the Meeting, abstentions will have the same effect as a vote against the proposals.
| PROPOSAL 1. ELECTION OF TRUSTEES |
| The Board is currently comprised of nine persons who are of the three types of Iowa public agencies that have historically representative participated in IPAIT - the Iowa |
League of Cities (ILC), the Iowa Association of Municipal Utilities (IAMU), and the Iowa State Association of Counties (ISAC) (collectively the "Associations") with each group having three representatives.
The qualifications for the Trustees require that the person be an "official" and employee with an Iowa public agency. In the future, the Board will continue this structure in filling vacancies. To the extent that a vacancy occurs, the Board will seek and nominate persons to fill the vacancy with a person associated with
the group meeting the qualifications for the vacancy. Each Trustee serves a three-year term and three Trustees are reappointed or elected each year (one from each group).
| Richard Heidloff, Donald Kerker, and Susan Vavroch are the three nominees for election as |
Trustees. Their terms each expire in 2008. If elected they will serve three years terms. Information about all Trustees, including the nominees is provided below. The year that the term for each Trustee will end is specified
in the table. All three nominees and all other Trustees are non-interested and independent. Each of the nominees and the other Trustees listed below has consented to being named in this Proxy Statement and each of the three nominees has indicated a willingness to serve as a Trustee if elected. Unless otherwise instructed, the proxy holder will vote the proxies received for the election of the persons listed below. It is not expected that any of the nominees will decline or become unavailable for election, but in case this should happen, the proxy holders reserve the right to select and substitute another person as a Trustee nominee.
The Board of Trustees does not include any person who is deemed to be an "interested person" as defined in Section 2(a)(19) of the Investment Company Act of 1940 ("1940 Act").
| During the fiscal year ended June 30, 2008, the Company's Board of Trustees held FOUR |
meetings. Except for Don Kerker, who attended 50% of the Board meetings, and 100% of his Committee Meetings, ALL INCUMBENT TRUSTEES OF THE IPAIT ATTENDED AT LEAST 75 PERCENT OF THE AGGREGATE OF (I) THE TOTAL NUMBER OF MEETINGS OF THE BOARD OF TRUSTEES (HELD DURING THE PERIOD FOR WHICH HE OR SHE WAS A TRUSTEE) AND
(II) THE TOTAL NUMBER OF MEETINGS HELD BY ALL COMMITTEES OF THE BOARD ON WHICH HE OR SHE SERVED.
| The Board of Trustees has an Executive Committee comprised of the Chairman, the Vice |
Chairman, the Second Vice Chairman, the Treasurer, the Secretary and the Designated Financial Expert. In the fiscal year ending June 30, 2008, the Executive Committee MET ONE TIME.
| There is no Audit Committee. The full Board of Trustees considers and approves the |
engagement of the independent auditors.
| There is no Nominating Committee as the full Board of Trustees reviews and recommends |
candidates for election to fill vacancies on the Board of Trustees. The Board of Trustees will consider written recommendations from the Sponsoring Associations and directly from Participants for possible nominees.
Participants should submit their recommendations to the Secretary.
| As of the Record Date, none of the Trustees owned of record or beneficially any |
Units of either of IPAIT's Portfolios as none are legally permitted to invest in IPAIT. Only public agencies in the State of Iowa are permitted to participate in IPAIT.
| The Trustees receive no compensation for serving on the Board of Trustees, except |
reimbursement for mileage and lodging in attending meetings. IPAIT has no pension or retirement plans for its Trustees.
| A Participant may nominate an individual for election to the Board of Trustees at the Special |
Meeting of Participants if the Participant: (1) is a Participant of record at the time of giving notice of its intent to nominate a candidate; (2) is a Participant of record at the time of the Special Meeting; (3) is entitled to vote at the Special Meeting; and (4) has given written notice of the nomination to the Secretary of the IPAIT no earlier than July 21, 2008 and no later than August 13, 2008. The notice must contain all information relating to the nominee required for proxy solicitations by Regulation 14A under the Securities Exchange Act of 1934, as amended (including the individual's written consent to being named in the proxy statement as a nominee and to serving as a trustee if elected). The notice must also contain the Participant's name and address as they appear on IPAIT books, the number of Units owned of record by such Participant and the "slot" for which the person in nominated for election.
| PROPOSAL 2. RATIFICATION OF SELECTION OF AUDITORS |
| At the meeting of the Board of Trustees held on August 21, 2007, KPMG LLP was selected |
by the Trustees as the independent auditors for the 2007/2008 fiscal year. The Board of Trustees seeks your ratification of the selection of KPMG LLP as IPAIT's independent auditors for the fiscal year ending June 30,
2008.
| IPAIT has been advised by its independent accountants that they have no direct or material |
indirect financial interest in IPAIT. Representatives of KPMG LLP are not expected to be present at the Meeting but will be available by telephone to respond to any questions.
Fees Paid to KPMG LLP by IPAIT (for the Fiscal Years ending June 30, 2008 and June 30, 2007).
| 2007 | 2008 |
Audit Fees..................................................................................................... $16,900 | $17,500 |
Tax Fees.......................................................................................................... $ 1,085 | $1,120 |
| ------------ | ------------ |
Total Fees...................................................................................................... $17,985 | $18,620 |
The Tax Fees included those specific charges billed by KPMG LLP and paid by IPAIT relating to the preparation and filing of all tax returns for IPAIT during the fiscal years indicated. KPMG LLP does not provide non-audit services to WB Capital.
THE BOARD OF TRUSTEES RECOMMENDS THAT PARTICPANTS VOTE FOR RATIFICATION OF THE
SELECTION OF KPMG LLP AS INDEPENDENT AUDITORS OF IPAIT.
| ADDITIONAL INFORMATION |
RECORD DATE AND NUMBER OF OUTSTANDING UNITS
The Board of Trustees of IPAIT has fixed the close of business on July 21, 2008 as the Record Date for the determination of Participants entitled to notice of and to vote at the Meeting and any adjournment thereof. Only Participants of record with positive account balances in the Portfolios at the close of business on the Record Date are entitled to notice of and to vote at the Meeting and any adjournment thereof. On this record date, there were 383,932,968.87 and 27,335,031.94 Units of the outstanding of the Diversified Portfolio or the Direct Government Obligation Portfolio respectively.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
| As of the Record Date, all Trustees and Officers of IPAIT, as a group, owned no Units of the |
Diversified Portfolio and the Direct Government Obligation Portfolio of IPAIT and are not as a matter of law permitted to own any such Units.
| The following table sets forth information regarding beneficial ownership of the Units in the |
Diversified Portfolio and the Direct Government Obligation Portfolio by all Participants known to IPAIT to be the beneficial owner of five percent or more of the outstanding Units. Unless otherwise noted in the footnotes following the table, the information is provided as of July 21, 2008 and the persons as to whom information is given have sole voting and investment power over the Units beneficially owned.
DIVERSIFIED PORTFOLIO
| NAME | # Units | % |
| City of Cedar Rapids | 91,172,498 | 23.75% |
| City of Council Bluffs | 22,139,267 | 5.77% |
| City of Johnston | 19,176,906.21 | 5.0% |
DIRECT GOVERNMENT OBLIGATION PORTFOLIO
| NAME | # Units | % |
| City of Cedar Rapids | 91,172,498 | 23.75% |
| City of Council Bluffs | 22,139,267 | 5.77% |
| SOLICITATION OF PROXIES |
| This solicitation is being made by mail on behalf of the Board of Trustees of IPAIT, but may also |
be made without additional remuneration by officers or employees of the Adviser by telephone, telegraph, facsimile transmission, electronic mail or personal interview. The expense of the printing and mailing
of this Proxy Statement and the enclosed form of Proxy and Notice of Special Meeting, and any additional material relating to the Meeting, which may be furnished to Participants by the Board subsequent to the furnishing of this Proxy Statement, has been or will be borne by the Administrator. To obtain the
necessary representation of Participants at the Meeting, supplementary solicitations may be made by mail, electronic mail, telephone or interview by officers of IPAIT or employees of the Adviser. It is anticipated that the cost of any other supplementary solicitations, if any, will not be material.
| PARTICIPANT PROPOSALS FOR NEXT ANNUAL MEETING |
| Annual meetings of Participants are not required to be held unless they are necessary under the |
1940 Act. Therefore, although the Board of Trustees has determined to hold a special meeting this year IPAIT may not hold Participant meetings on an annual basis. A Participant proposal intended to be presented at
any meeting hereafter called must be received at IPAIT's offices a reasonable time before IPAIT begins to print and mail its proxy materials for that meeting, in order to be considered for inclusion in IPAIT's proxy statement and form of proxy relating to such meeting. If a Participant fails to submit the proposal by such date, IPAIT will not be required to provide any information about the nature of the proposal in its proxy statement, and the proposal will not be considered at that next annual meeting of Participants.
| Proposals should be sent to Robert Haug, IPAIT, Secretary, at 1735 NE 70th Avenue, Ankeny, |
Iowa 50021. The submission by a Participant of a proposal for inclusion in a proxy statement does not guarantee that it will be included. Participant proposals are subject to certain regulations under the federal securities laws.
| OTHER MATTERS |
| The Board is not aware of any matters to come before the Meeting, other an the proposals |
specified in the Notice of Special Meeting. However, if any other matter requiring a vote of the Participants should arise at the Meeting, it is the intention of the persons named in the accompanying Proxy to vote such
Proxy in accordance with their best judgment.
| PROXY/VOTING INSTRUCTION CARD |
| SPECIAL MEETING August 20, 2008 |
| THIS PROXY IS SOLICITED ON BEHALF OF IPAIT'S BOARD OF TRUSTEES |
Revoking any such prior appointments, the undersigned, a participant of Iowa Public Agency Investment Trust ("IPAIT"), hereby appoints, Alan Kemp, Robert Haug and William Peterson and each of them, proxies, with full power of substitution, for and on behalf of the undersigned to vote, as designated below, as a participant in IPAIT as of the date of record, and as fully as the undersigned would be entitled to vote if personally present, at the Special Meeting of Participants to be held at the Glen Oaks Country Club, 1401 Glen Oaks Dr, West Des Moines, IA 50266 on August 20, 2008at 8:30 am local time, and at any postponements or adjournments thereof.
THE VOTE OF THE PARTICIPANT REPRESENTED BY THIS PROXY/VOTING INSTRUCTION, WHEN
PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED BELOW, OR IF NO DIRECTION IS MADE, WILL BE VOTED IN FAVOR OF All PROPOSALS AND EACH OF THE OTHER ITEMS SET FORTH ON THE PROXY.
FOR THE REASONS SET FORTH IN THIS PROXY STATEMENT, THE BOARD OF TRUSTEES
RECOMMENDS THAT PARTICIPANTS VOTE "FOR" ALL PROPOSALS.
Please mark boxes in ink. Sign, date and return this Proxy promptly, using the enclosed envelope or toll-free fax 866-260-0246.
PROPOSAL 1: The Election of Board of Trustees. To withhold authority to vote for any Trustee, strike out that name.
Terms Expiring 2008
Richard Heidloff Donald Kerker Susan Vavroch
o FOR the candidates listed (except those crossed out, if any) |
o AGAINST the candidates listed
o ABSTAIN
PROPOSAL 2: Ratification of the Selection of KPMG LLP as IPAIT'S auditors.
o FOR |
o AGAINST |
o ABSTAIN
In the discretion of such proxy holders, upon such other business as may
properly come before the Meeting or any and all postponements or adjournments
thereof.
| The undersigned hereby acknowledges receipt of the Notice of Special Meeting of |
Participants, dated August 20, 2008 and the Proxy Statement furnished therewith.
| PARTICIPANT NAME | PORTFOLIO | # SHARES |
IPAIT PARTICIPANT:
| ------------------------------------------------------------------------------------------------------------------ |
Signature of Authorized Official:
| --------------------------------------------------------------------------------------- |
Printed Name:
| --------------------------------------------------------------------------------------------------------------------------- |
Title of Authorized Official:
| ---------------------------------------------------------------------------------------------- |
Dated:
| --------------------------------- |
TO SAVE IPAIT ADDITIONAL VOTE SOLICITATION EXPENSES, PLEASE SIGN, DATE AND
RETURN THIS PROXY PROMPTLY, USING THE ENCLOSED ENVELOPE OR FAX TOLL-FREE TO
866-260-0246.