The Board unanimously recommends a vote “FOR” the election of Messrs. Ashner, Blasberg, Goldberg, McWilliams, Seidler and Zalkind and Ms. Tiffany to the Board.  Unless otherwise indicated, the accompanying form of proxy will be voted for the nominees listed above.

 

PROPOSAL NO. 2

SELECTION OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

At the recommendation of the Trust’s Audit Committee, the Board has selected PricewaterhouseCoopers LLP, which we refer to as PwC, to serve as the independent registered public accounting firm of the Trust for its fiscal year ending on the earlier of (i) the completion of the Trust’s liquidation which is expected to occur no later than August 5, 2016 or (ii) December 31, 2015.2016.

 

During our past two fiscal years, there were: (i) no disagreements with PwC our independent registered public accounting firm for the years ended December 31, 20142015 and 2013,2014, on any matter of accounting principle or practice, financial statement disclosure, or auditing scope or procedure which disagreements, if not resolved to PwC’s satisfaction, would have caused them to make reference to the subject matter in connection with its report on the Trust’s financial statements for such year; and (ii) no reportable events as defined in Item 304(a)(1)(v) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended.  Further, PwC’s report on our consolidated financial statements as of and for the years ended December 31, 20142015 and 20132014 did not contain any adverse opinion or a disclaimer of opinion nor were they qualified or modified as to uncertainty, audit scope, or accounting principles.

Although Shareholder ratification of the Board’s action in this respect is not required, the Board considers it desirable for Shareholders to pass upon the selection of the independent registered public accounting firm and, if the Shareholders disapprove of the selection, the Board would consider other firms for selection as the independent registered public accounting firm for the current fiscal year.

 

 

Aggregate fees billed to us for the year ended December 31, 20142015 and 20132014 represents fees billed by PwC for audit, audit related fees and tax matters.

 

 

 

 

 

The Board unanimously recommends a vote “FOR” the ratification of the election of PwC to serve as the independent registered public accounting firm of the Trust for its fiscal year ending on the earlier of (i) the completion of its liquidation which is expected to occur no later than August 5, 2016 or (ii) December 31, 2015.2016.

 

 

We have a policy of requiring that the Audit Committee pre-approve all audit and non-audit services provided to us by the independent registered public accounting firm.  During 2015, the Audit Committee approved all of the fees paid by us to PwC.

 

EXECUTIVE OFFICERS

 

All officers serve at the discretion of the Board.  Set forth below is certain information regarding our executive officers at April 2, 20157, 2016 (biographical information with respect to Mr. Ashner and Ms. Tiffany is set forth above on pages 5 and 7):

 

Mr. Garilli has been our Chief Financial Officer since June 15, 2012.  Mr. Garilli served as the Trust’s Chief Accounting Officer from May 2006 to June 2012.  Mr. Garilli has been with First Winthrop Corp., a real estate investment and management company and affiliate of FUR Advisors LLC (“FUR Advisors”) since September 1995 and currently serves as its Chief Financial Officer.

Mr. Alba was appointed our Chief Investment Officer in October 2005 and Secretary in May 2007.  He has served as a Vice President of First Winthrop Corp. since January 1998 where his responsibilities included asset management and investment analysis.

 

 

As described in our corporate governance guidelines, the Board is permitted to select its Chairman and our Chief Executive Officer in the manner it considers in our best interests at any given point in time.  In this regard, the Board believes that the questions of whether the Chairman of the Board and the Chief Executive Officer should be separate, and if separate, whether the Chairman of the Board should be an outside Trustee or an inside Trustee, should be addressed from time to time as circumstances require.  At present, the Board believes that the combination of these two roles provides more consistent communication and coordination throughout the organization, which results in a more effective and efficient implementation of corporate strategy.  During Mr. Ashner’s tenure, the Board has been satisfied with the Chief Executive Officer performing the functions of the Chairman of the Board because Mr. Ashner has been able to utilize his in-depth knowledge and perspective gained in running the company to effectively and efficiently recommend Board meeting agenda, lead Board discussions on critical issues and create a vital link among the Board, management and Shareholders.  Mr. Ashner fulfills his Chairman responsibilities through close interaction with the Lead Independent Trustee, Committee Chairs and other Board members.

 

 

To further ensure balance, a Lead Independent Trustee is elected annually by the independent members of the Board.  The duties of the Lead Independent Trustee include:

 

 

Mr. Goldberg currently serves as the Lead Independent Trustee and, if he is re-elected at the Annual Meeting is expected to be re-elected as the Lead Independent Trustee.

 

We also note that five of the seven current Trustees and five of the seven nominees for election as Trustee are independent and all members of the Audit Committee, Compensation Committee, Conflicts Committee, and Nominating and Governance Committee are independent Trustees.  In addition, our current policy regarding the receipt and dissemination of Shareholder communications allows our Shareholders to communicate directly with any or all of our Trustees.  Further, in addition to formal Board meetings, management holds monthly informal informational calls with the Board at which updates on company matters are provided.

 

Based on the foregoing, the Board believes that its existing leadership structure provides for an appropriate balance that best serves us and our Shareholders. The Board has and will periodically review its leadership structure to ensure that it remains the optimal structure for us and our shareholders.

 

 

The Board acknowledges its responsibility for reviewing the process for assessing the major risks facing us and the options for their mitigation.  Trustees are entitled to rely on management and the advice of our outside advisors and auditors, but must at all times have a reasonable basis for such reliance.  This responsibility is addressed in a number of ways.  First, our Audit Committee on a quarterly basis reviews and discusses with management, our internal auditor and our independent registered public accounting firm our major risk exposures and the policies management has implemented to monitor such exposures, including our financial risk exposures and risk management policies.  Second, we have adopted a Corporate Compliance and Business Ethics Compliance Program which established an Ethics and Compliance Committee, consisting of our President, Chief Financial Officer, Internal Auditor, Human Resources Director, and general counsel, or such persons who effectively serve in such capacities or perform the roles attendant thereto.  The Ethics and Compliance Committee conducts an annual compliance risk assessment to include consideration of compliance risk-related information otherwise identified through operation of the Corporate Compliance and Business Ethics Compliance Program (such as information from internal audit reports; reports of possible violations; and issues raised in connection with training sessions).  The Ethics and Compliance Committee also incorporates information about the changing nature of our business (such as the development of new services, the acquisition of new business, the entry into a new venture, the imposition of new requirements, or the entry into new geographical markets) into the risk assessments.  The results of these reviews are reported directly to the Audit Committee and the Board.  Third, our Board further oversees risk through provisions of our Declaration of Trust, By-laws and general corporate governance policies which provide that (i) each of our Board Committees consist solely of Trustees who qualify as “independent” under the requirements of the New York Stock Exchange, (ii) a majority of our Trustees qualify as independent, (iii) Board approval is required for any acquisition or disposition in excess of $10,000,000 and (iv) approval of our Conflicts Committee is required for approval of any transactions involving a conflict of interest, or potential thereof.

 

During 2014,2015, the Board met or acted through written consent 2811 times.  Each of the Trustees attended either in person or telephonically 75% or more of the aggregate number of meetings of the Board held in 2014.2015.  It is the policy of the Board to have all members of the Board in attendance at the Annual Meeting, or if unavailable to attend in person, to make arrangement, if possible, to participate by telephone or video conference.  All members of the Board attended in person the 20142015 Annual Meeting of Shareholders.Shareholders other than Ms. Tiffany.

 

 

Our Declaration of Trust and our By-laws give the Board the authority to delegate its powers to a committee appointed by the Board.  All committees are required to conduct meetings and take action in accordance with the directions of the Board and the provisions of our By-laws. The Board has appointed four standing committees: an audit committee, a compensation committee, a nominating and corporate governance committee, and a conflicts committee.  Certain of the committees' principal functions are described below.

 

Audit Committee

 

The Audit Committee:

 

 

 

The current members of the Audit Committee are Messrs. Blasberg, Goldberg and Seidler.  Mr. Seidler serves as the Audit Committee Chairman. The Audit Committee meets periodically throughout the year both through formal meetings and written consents as well as through informal discussions as necessary.  During the 20142015 fiscal year, the Audit Committee met fivefour times.  All members of the Audit Committee attended either in person or by telephone conference call all meetings of the Audit Committee.  Representatives of PwC, our independent registered public accounting firm for the year ended December 31, 2014,2015, attended all meetings of the Audit Committee.  The Audit Committee met on March 3, 2015February 23, 2016 with representatives of PwC to discuss our 20142015 consolidated financial statements.

The Board has concluded that each member of the Audit Committee is “financially literate” as such term is defined in the listing standards of the New York Stock Exchange and that Mr. Seidler, the chairman of the Audit Committee, and Mr. Blasberg meet the SEC definition of "audit committee financial expert."  We are currently in compliance with the listing requirements of the New York Stock Exchange relating to audit committee qualification, and the Board has determined that its Audit Committee possesses sufficient financial expertise to effectively discharge its obligations.

 

 

The Audit Committee is responsible for providing independent, objective oversight of the Trust’s accounting functions and internal controls.  The Audit Committee is comprised of three Trustees, each of whom is “independent” as defined by the existing New York Stock Exchange listing rules and SEC rules.  Members of the Audit Committee must also satisfy the independence requirements of Section 10A(m)(3) of the Exchange Act.

 

Management is responsible for the Trust’s internal controls and financial reporting process.  The Trust’s independent registered public accounting firm is responsible for performing an independent audit of the Trust’s consolidated financial statements in accordance with the standards of the Public Company Accounting Oversight Board (PCAOB) and to issue a report thereon.  The Audit Committee’s responsibility is to monitor and oversee these processes.

 

The Audit Committee has reviewed and discussed the Trust’s audited consolidated financial statements for the fiscal year ended December 31, 2014,2015, with the Trust’s management, and also has discussed with PricewaterhouseCoopers LLP (“PwC”), the matters required to be discussed by Statement on Auditing Standards No. 61 (AICPA, Professional Standards, Vol. 1, AU Section 380) as amended, as adopted by the PCAOB in Rule 3200T.  The Audit Committee has received both the written disclosures and the letter from PwC required by applicable requirements of the PCAOB regarding the independent accountant’s communications with the Audit Committee concerning independence, and has discussed with PwC that firm’s independence.

 

Based on the Audit Committee’s discussions with management, the Trust’s internal auditor and PwC, the Audit Committee recommended to the Trust’s Board of Trustees that the Trust’s audited consolidated financial statements for the fiscal year ended December 31, 20142015 be included in the Trust’s Annual Report on Form 10-K as filed with the SEC in March 2015.

Notwithstanding anything to the contrary set forth in any of our filings under the Securities Act of 1933 or the Exchange Act that might incorporate SEC filings, in whole or in part, the foregoing Audit Committee Report will not be incorporated by reference into any such filings.

 

Compensation Committee

 

The Compensation Committee:

 

 

 

The current members of the Compensation Committee are Messrs. McWilliams, Seidler and Zalkind.  Mr. Zalkind serves as the chairman of the Compensation Committee.  During the 20142015 fiscal year the Compensation Committee met three times.on one occasion.  All members of the Compensation Committee attended either in person or telephonically all of the meetingsmeeting of the Compensation Committee held in 2014.2015.

 

Nominating and Corporate Governance Committee

 

The Nominating and Corporate Governance Committee:

 

 

 

The current members of the Nominating and Corporate Governance Committee consisted of Messrs. Goldberg, McWilliams and Zalkind.  Mr. Goldberg serves as the chairman of the Nominating and Corporate Governance Committee.  During the 20142015 fiscal year the Nominating and Corporate Governance Committee met on one occasion.  All members of the Nominating and Corporate Governance Committee attended the meeting.

Conflicts Committee

 

The Conflicts Committee:

 

 

 

The Conflicts Committee consists of all non-management Trustees of the Board.  Mr. McWilliams serves as the chairman of the Conflicts Committee.  During the 20142015 fiscal year, there were no transactions proposed requiring the Conflicts Committee met on one occasion.  All Membersconsent of the Conflicts Committee attended the meeting.Committee.

 

 

 

As a result of this review, the Board affirmatively determined that each of Messrs. Blasberg, Goldberg, McWilliams, Seidler and Zalkind are independent of the Trust and its management in accordance with Section 303A.02(a) and (b) of the listing standards of the New York Stock Exchange.  Mr. Ashner and Ms. Tiffany are not considered independent because they serve as our executive officers as well as their ownership interest in FUR Advisors.  See “CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS” below.

 

 

The Nominating and Corporate Governance Committee will consider written recommendations from Shareholders for nominees to the Board.  A Shareholder who wishes to recommend a person to the Nominating and Corporate Governance Committee for nomination by the Trust must submit a written notice by mail to the Nominating and Corporate Governance Committee c/o the Trust’s Secretary, 7 Bulfinch Place, Suite 500, Boston, Massachusetts 02114.  Such a written recommendation must be received no later than 120 days in advance of the annual meeting of Shareholders and should include the information required by ARTICLE I, Section 7 of the Trust’s Bylaws including (i) the candidate’s name, business address and other contact information, (ii) a complete description of the candidate’s qualifications, experience, background and compensation (if any) from the Trust, as would be required to be disclosed in the Proxy Statement pursuant to Regulation 14A of the Exchange Act, and (iii) a signed statement by the candidate in which he or she consents to being named in the Proxy Statement as a nominee and to serve as a Trustee if elected.

The Nominating and Corporate Governance Committee recommends nominees for election to the Board based on a number of criteria including:

 

 

There are no differences in the manner in which the Nominating and Corporate Governance Committee evaluate a candidate who is recommended for nomination for membership on the Board by a Shareholder.  The Nominating and Corporate Governance Committee has not received any recommended nominations from Shareholders in connection with the Annual Meeting.

 

The Nominating and Corporate Governance Committee identifies potential nominees for Trustee through a variety of business contacts, including current executive officers, Trustees and Shareholders.  The Nominating and Corporate Governance Committee may, to the extent it deems appropriate, retain a professional search firm and other advisors to help identify potential nominees for Trustee.

 

The Nominating and Corporate Governance Committee evaluates candidates to the Board by reviewing their biographical information and qualifications.  If the Nominating and Corporate Governance Committee determines that a candidate is qualified to serve on the Board, such candidate is interviewed by the Lead Independent Trustee, at least one member of the Nominating and Corporate Governance Committee and the Chief Executive Officer.  Members of the Board also have an opportunity to interview qualified candidates.  As described above, the Nominating and Corporate Governance Committee will also consider candidates recommended by Shareholders.  The Nominating and Corporate Governance Committee then determines, based on the background information and the information obtained in the interviews, whether to recommend to the Board that the Trust nominate a candidate for approval by the Shareholders to fill a Board position.  With respect to an incumbent Trustee whom the Nominating and Corporate Governance Committee is considering as a potential nominee for re-election, the Nominating and Corporate Governance Committee reviews and considers the incumbent Trustee’s service to the Trust during his or her term, including the number of meetings attended, level of participation, and overall contribution to the Trust in addition to such person’s biographical information and qualifications.  The Nominating and Governance Committee gives consideration to a wide range of diversity factors as a matter of practice when evaluating candidates to the Board and incumbent Trustees, but the Committee does not have a formal policy regarding Board diversity.

 

In evaluating candidates to the Board, the Nominating and Corporate Governance Committee also takes into account the skill sets that are needed to balance and complement the skill sets of other candidates and members of the Board, and the skills and expertise of a candidate that facilitate the Trust’s compliance with the rules of the SEC and New York Stock Exchange.

 

 

Shareholders and any other interested party wishing to communicate with the Board may do so in one of four ways:  in person at our annual Shareholders meeting: by mail: by telephone: or via the internet.  Any Shareholder can mail correspondence to any Trustee, or the Board as a whole, by addressing it to our outside general counsel, Meltzer, Lippe, Goldstein & Breitstone LLP, 190 Willis Avenue, Mineola, New York 11501, Attention:  David J. Heymann.  After the mail is opened and screened for security purposes, it will be logged in, and (other than mail that Mr. Heymann determines to be trivial or obscene) then forwarded to the particular Trustee identified, or the Board as a whole, as requested in the Shareholder's correspondence.  Trivial items will be delivered to the Trustees at the next scheduled Board meeting.  Obscene items will not be forwarded.

 

 

The current non-officer Trustees, Messrs. Blasberg, Goldberg, McWilliams, Seidler and Zalkind, each receive $50,000 annually for their services as Trustees, $500 for each Board or committee meeting they attend in person, and $250 for each Board or committee meeting they attend telephonically.  In addition, each member of the Audit Committee (other than the chairman) receives $10,000 annually for serving on the Audit Committee and the chairman of the Audit Committee receives an additional $30,000 annually.  For serving as Lead Independent Trustee, Mr. Goldberg receives $25,000 annually.  Trustees who are also our officers receive no compensation for serving on the Board.  However, all Trustees are reimbursed for travel expenses and other out-of-pocket expenses incurred in connection with their service on the Board and its committees.

 

CODE OF ETHICS

 

 

COMPENSATION DISCUSSION AND ANALYSIS

 

 

 

 

We do not provide any remuneration to our executive officers and do not have any direct employees.  We retain FUR Advisors to provide substantially all of our asset management, accounting and investor services.  Information relating to fees paid to FUR Advisors is set forth under “CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS” below.

Historically, the Compensation Committee reviewed annually the terms of the advisory agreement with FUR Advisors to determine their consistency with market terms and whether the retention of an outside advisor is more favorable to us than retaining direct employees.  The Compensation Committee also reviewed annually the fees payable to FUR Advisors in comparison to the general and administration costs of other public real estate investment trusts.

 

If we were to retain our executive officers directly, the Compensation Committee would, in making its compensation recommendations to the Board likely consider (1) the potential holding periods of our assets, (2) the number of individual investments held by us, (3) the amount of asset management required with respect to our assets, (4) our overall investment prospects and our short and long-term business plan, and (5) with respect to a specific executive officer, such officer's responsibilities, experience and overall performance.  The Compensation Committee would further seek to attract and retain highly qualified executives and to motivate them to work together as a team to maximize our financial performance on an annual and long-term basis thereby resulting in increase shareholder value.

 

 

From March 2005 to May 2007, no share option or share grant plans were in effect pursuant to which we could issue options.  In 2007, we adopted our 2007 Long Term Stock Incentive Plan which was amended in 2013 (the “Plan”).  The Plan was implemented to further and promote our interests as well of those of our subsidiaries and shareholders by enabling us and our subsidiaries to attract, retain and motivate trustees, officers, consultants and persons who provide services to our advisor, or those who will become trustees, officers, consultants and persons who provide services to our advisor (“eligible persons”) and to align the interests of those individuals and the shareholders.  To do this, the Plan offers stock options and restricted share awards providing eligible persons with an interest in maximizing our and/or our subsidiaries growth, profitability and overall success.  Under the Plan our Compensation Committee may, from time to time, grant equity-based awards to eligible persons.

 

As previously reported in our definitive proxy statement relating to the annual meeting of shareholder held on May 21, 2013, our Compensation Committee on February 1, 2013 approved grants under the Plan of an aggregate of 600,000 restricted common shares (500,000 of which were subject to the amendment to the Plan approved at the 2013 shareholders meeting), including 450,000 restricted common shares to our named executive officers.  These awards were granted to recognize the efforts of our named executive officers and the employees of our advisor.  The Common Shares issued under the Plan are subject to the following restrictions:

 

 

 

 

 

 

In addition to the foregoing, in connection with the adoption of the Trust’s plan of liquidation, the Compensation Committee has permitted the full vesting of a total of 8,750 restricted Common Shares issued under the Plan to certain non-executive employees of FUR Advisors whose employment terminated as a result of the Trust’s liquidation of assets.

 

 

We do not pay any compensation directly to our named executive officers as they are paid directly by our advisor.  However, as noted above, during 20132014 and 20142013 our named executive officers received restricted stock grants pursuant to the Plan.  The following table contains certain summary compensation information for our named executive officers for the fiscal years ended December 31, 2015, 2014 2013 and 2012:2013:

 

 

 

 

 

COMPENSATION COMMITTEE REPORT

 

The Compensation Committee is comprised entirely of independent Trustees.  The Compensation Committee has reviewed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and, based on such review and discussions, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement.

Notwithstanding anything to the contrary set forth in any of our filings under the Securities Act of 1933 or the Exchange Act that might incorporate SEC filings, in whole or in part, the foregoing Audit Committee Report will not be incorporated by reference into any such filings.

 

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

 

There were no relationships among members of the Compensation Committee, members of the Board or our executive officers who served during our 20142015 fiscal year that require disclosure under Item 407(e)(4) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended.  All current members of the Compensation Committee are considered independent under our Corporate Governance Guidelines.

 

The following table sets forth certain information as of April 2, 2015March 29, 2016 (except as otherwise indicated) regarding the ownership of our Common Shares by (i) each person who is known to us to be the beneficial owner of more than 5% of the outstanding Common Shares, (ii) each Trustee and Trustee nominee, (iii) each executive officer named herein, and (iv) all current executive officers and Trustees as a group.  Except as otherwise indicated, each such Shareholder has sole voting and investment power with respect to the Common Shares beneficially owned by such Shareholder.  As of April 2, 2015,March 29, 2016, there was 36,425,084 Common Shares outstanding.

 

 

 

 

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

 

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our executive officers, Trustees and persons who beneficially own greater than 10% of a registered class of our equity securities to file certain reports which we refer to as “Section 16 Reports” with the SEC with respect to ownership and changes in ownership of our Common Shares and other equity securities.  Based solely on our review of the Section 16 Reports furnished to us as well as written representations from certain reporting persons, our officers, Trustees and greater than 10% beneficial owners, such persons have complied with all Section 16(a) requirements applicable to them.

 

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

 

FUR Advisors administers our business pursuant to the terms of an advisory agreement.  FUR Advisors is controlled by and partially owned by our executive officers.  Pursuant to the terms of the advisory agreement, FUR Advisors is responsible for providing asset management services to us and coordinating with our shareholder transfer agent and property managers.  For providing these services, FUR Advisors is entitled to receive a base management fee and, in certain instances, an incentive fee and termination fee.

 

Under the Advisory Agreement, FUR Advisors was entitled to receive a base management fee and an incentive fee in accordance with the terms of the Advisory Agreement. The base management fee, which is paid on a quarterly basis, equals to 1.5% of (i) the issuance price of our outstanding equity securities plus (ii) 0.25% of any equity contribution by an unaffiliated third party to a venture managed by the Trust.  Pursuant to the terms of the Advisory Agreement, no incentive fee was payable during the year ended December 31, 2014.2015.  The base asset management fee attributable to third party equity contributions amounted to $21,000$27,000 for the year ended December 31, 2014.2015.

 

Winthrop Management L.P., an affiliate of FUR Advisors and our executive officers, provides property management responsibilities for certain of our properties.  Pursuant to the terms of the property management agreement, Winthrop Management L.P. receives a fee equal to 3% of the monthly revenues of such properties.  In addition, Winthrop Management L.P. is also entitled to receive construction management fees with respect to capital improvements at the properties it manages for us.

 

The following table sets forth the fees and reimbursements paid by us for the year ended December 31, 20142015 to FUR Advisors and Winthrop Management L.P.:

 

WRP Sub-Management LLC, which we refer to as WRP Sub-Management, an affiliate of FUR Advisors provides its personnel to (i) WRP Management LLC, a subsidiary of the Trust that is the collateral manager for Concord Real Estate CDO-1, Ltd. and the administrative manager of Concord Debt Holdings LLC and (ii) RE CDO Management LLC, a 50% owned subsidiary of the Trust that was the collateral manager for Sorin Real Estate CDO IV, Ltd..  For providing its personnel, for the year ended December 31, 2014,2015, WRP Management LLC and RE CDO Management LLC reimbursed WRP Sub-Management $1,000,000$625,000 and $74,000,$57,000, respectively.

MISCELLANEOUS

 

As of the date of this Proxy Statement, the Board does not know of any other matter to be brought before the Annual Meeting.  However, if any other matters not mentioned in the Proxy Statement are brought before the Annual Meeting or any adjournments thereof, the persons named in the enclosed Proxy or their substitutes will have discretionary authority to vote proxies given in said form or otherwise act, in respect of such matters, in accordance with their best judgment.

 

 

It is important that proxies be returned promptly or that you vote by telephone or the internet.  Shareholders are, therefore, urged to fill in, date, sign and return the Proxy immediately. No postage need be affixed if mailed in the enclosed envelope in the United States.