CENTURY REALTY TRUST
320 N. Meridian Street - Suite 823
Indianapolis, IN 46204
April 6, 2005
TO OUR SHAREHOLDERS:
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
May 4, 2005
The annual meeting of shareholders of CENTURY REALTY TRUST, an Indiana
business trust, will be held at the Skyline Club, 36th Floor, One American
Square (northwest corner of W. Ohio and N. Illinois Streets), Indianapolis,
Indiana, on Wednesday, May 4, 2005, at 10:30 A.M. for the following purposes:
(1) To elect four trustees; and
(2) To act on such other business as may properly come before the meeting
and all adjournments thereof.
The Trustees have fixed the close of business on March 28, 2005, as the record
date for determining shareholders entitled to notice of and to vote at the
meeting.
BY ORDER OF THE TRUSTEES,
John W. Adams
Secretary
PLEASE FILL IN, DATE, SIGN AND MAIL PROMPTLY, THE ACCOMPANYING PROXY IN THE
RETURN ENVELOPE PROVIDED FOR THAT PURPOSE, WHETHER OR NOT YOU PLAN TO ATTEND
THE MEETING.
CENTURY REALTY TRUST
320 N. Meridian Street - Suite 823
Indianapolis, IN 46204
PROXY STATEMENT
The enclosed proxy is solicited by the Board of Trustees of Century
Realty Trust, an Indiana business trust (the Trust), the principal offices of
which are located at 320 N. Meridian Street-Suite 823, Indianapolis, Indiana
46204. This proxy statement and the enclosed proxy were mailed on April 6,
2005. The enclosed proxy is solicited for use at the annual meeting of
shareholders to be held May 4, 2005.
All shares represented by the enclosed proxy will be voted in accordance
with the instructions given by the shareholders, but where no instruction is
given, the shares will be voted FOR the election of the nominees for Trustee.
The Board does not know of any other matter to be acted upon at the meeting.
However, if any matter properly comes before the meeting, the shares will be
voted in accordance with the best judgment of the proxy holders. A shareholder
executing and delivering the enclosed proxy may revoke it at any time before it
is exercised by execution of another proxy or by attendance in person at the
meeting.
The entire cost of soliciting proxies will be borne by the Trust. In
addition to the use of mails, proxies may be solicited by personal interview,
telephone and telegram by trustees and officers of the Trust and their agents.
PURPOSE OF MEETING
The purpose of the meeting is to elect four trustees and to act on such
other business as may properly come before the meeting. The Board of Trustees
is not aware of any other business which may come before the meeting. However,
the enclosed proxy authorizes the proxy holders named therein to vote on all
other matters that may properly come before the meeting, and it is the intention
of the proxy holders to take such action in connection therewith as shall be in
accordance with their best judgment.
VOTING
The close of business on March 28, 2005, has been fixed as the record
date for determining which shareholders are entitled to notice of and to vote
at the meeting. As of March 28, 2005, the Trust had 1,798,112 shares of
beneficial interest outstanding. In order to constitute a quorum, one-third of
the outstanding shares must be represented at the meeting, but, if a quorum is
not present, the meeting may adjourn from time to time. Any abstentions or
"broker non-votes" (shares held by a stockbroker of other nominee of a
beneficial owner who does not have express or discretionary authority to vote
on a particular matter and had not received instructions from the beneficial
owner) will be counted as present at the meeting for the purpose of determining
a quorum.
Each share is entitled to one vote with respect to every matter
submitted to a vote at the meeting, including the election of trustees. No
cumulative voting is permitted. Trustees are elected by a plurality of the
votes cast in the election. Abstentions and broker non-votes will have the
effect of neither a vote for nor a vote against the nominees.
SHARE OWNERSHIP INFORMATION
No person is known to the Trust to own of record or beneficially more
than 5% of the Trust's outstanding shares of beneficial interest except as set
forth in the following table. The information below is as of March 28, 2005.
Title of Name of Amount and Nature of Percent
Class Beneficial Owner Beneficial Ownership of Class
_______________________________________________________________________________
Shares of John I. Bradshaw, Jr. 94,753 (1) 5.3%
Beneficial 320 N. Meridian Street
Interest Indianapolis, IN 46204
Shares of Murray R. Wise 113,966 (2) 6.3%
Beneficial 4309 Crayton Road
Interest Naples, FL 34103
Shares of David C. Eades 114,600 (3) 6.4%
Beneficial 1701 Broadmoor Drive
Interest Champaign, IL 61821
Shares of Oppenheimer Investment 134,029 (4) 7.4%
Beneficial Partnership, LP
Interest 119 West 57th Street
New York, NY 10019
Shares of Prana Securities Adviser, LLC 264,449 (5) 14.7%
Beneficial 333 West 52nd St., Ste 600
Interest New York, NY 10019
(1) John I. Bradshaw, Jr., is sole owner of 92,294 shares and shares voting
and investment power with respect to 459 shares owned by his spouse and
2,000 shares owned by a trust for his sister.
(2) Murray R. Wise is sole owner of 103,883 shares and shares voting and
investment power with respect to 1,000 shares owned by his spouse,
7,083 shares owned by the Westchester Profit Sharing Trust, 1,000 shares
owned by the Westchester Foundation and 1,000 shares owned by Travinap
Partnership.
(3) David C. Eades is sole owner of 87,300 shares and shares voting and
investment power with respect to 6,000 shares owned by his spouse,
16,300 shares owned by the Eades Foundation and 5,000 shares owned by
the Helen Virginia Eades Trust.
(4) Oppenheimer Investment Partnership, LP is sole owner of 125,029 shares
and shares voting and investment power with respect to 9,000 shares
owned by Oppenheimer-Close International, Ltd., a Bermuda based
investment fund.
(5) The following persons and entities share voting and investment power
with respect to the indicated shares: Prana Securities Adviser, LLC,
a New York limited liability company (the "Investment Manager"), is
the investment adviser to Prana Securities Fund I, L.P., a Delaware
limited partnership (the "Fund), the record holder of the indicated
shares. The general partner of the Fund is Prana Securities Manager,
LLC, a Delaware limited liability company (the "General Partner").
Prana Real Estate Securities, LLC, a California limited liability
company, is the sole member of the General Partner and the Investment
Manager, and a manager of the General Partner. Prana Holding Company,
LLC, is the sole member of Prana Real Estate Securities, LLC. Kurt C.
McCracken is Chairman and a Manager of Prana Holding Company, LLC.
Neil C. McKinnon is the Manager of Prana Real Estate Securities, LLC,
and President and a Manager of Prana Holding Company, LLC.
ELECTION OF TRUSTEES
The Board of Trustees, without having designated a nominating committee,
determines trustee nominations as a full Board. The Board of Trustees includes
seven individuals who meet the definition of "independent director" in the
rules of the NASDAQ Stock Market, as well as the individual serving as
President and Chief Executive Officer of the Trust. The Board of Trustees
believes that the determination of nominees is benefited by the knowledge and
perspective of all of these individuals acting together as the full Board.
The Board of Trustees will consider, on a case by case basis, trustee
candidates recommended by shareholders generally in the same manner as
candidates recommended by a trustee or an officer of the Trust. The Board
adopted on September 28, 2004, a written policy for how it will consider such
recommendations. This policy provides that in evaluating nominees, the Board
will:
* consider whether a current board member wishes to be re-
elected;
* if a new nominee is needed, determine the skills and experience
desired in a new trustee, such as business experience,
financial expertise, compatible business development expertise
or other qualities, skills or background which the Board feels
are necessary or desirable to have represented on the Board;
* identify potential nominees who have such skills and experience;
* determine whether the candidates are willing and able to serve,
if elected;
* develop a consensus within the Board with respect to which,
among the available potential nominees, would be best suited
for the position;
* become acquainted with the nominee and conduct a background
investigation; and
* nominate the candidate, with the determination made by a vote
of a majority of the independent members of the Board of Trustees.
A shareholder who wishes to recommend a nominee must submit a written
request to do so to the Secretary of the Trust on or before November 30 of the
year immediately preceding the annual meeting of shareholders. The written
request must include the full name, age, business or residential address and
principal occupation of the potential nominee. The recommending shareholder
must state the number of shares in the Trust that such shareholder beneficially
owns and the length of time such shares have been so owned.
In addition, the Trust's Trust Instrument provides that nominations for
Trustees may be made from the floor at the annual meeting.
The Trust Instrument provides that the number of Trustees shall be
fixed from time to time by a resolution passed by a majority of the Trustees,
but shall not be less than five (5) nor more than nine (9). The number of
Trustees is presently fixed at eight (8), but will increase to nine (9)
effective May 4, 2005. At the most recent election of trustees, held at the
annual meeting of shareholders on May 5, 2004, holders of 79.7% of the then
outstanding shares were present at the meeting, in person or by proxy, and
participated in the election.
The Sarbanes-Oxley Act of 2002 requires that the Audit Committee
consist entirely of independent board members, at least one of whom must be a
financial expert. Rules subsequently promulgated by the Securities and
Exchange Commission ("SEC") define the qualifications of a financial expert.
Larry S. Boulet, a qualified financial expert, is a member of the board and
chairman of the Audit Committee.
Four trustees will be elected at the meeting, three for terms of three
(3) years and one for a term of two (2) years. They will serve until their
successors are elected and qualified or until their earlier resignation,
retirement, removal from office or death. Unless authority is withheld, the
enclosed proxy will be voted in favor of electing as trustees: Larry S.
Boulet, Michael W. Malafronte and Neil C. McKinnon, each for a term of three
years, and Francis M. Hapak for a term of two years. All four nominees have
been designated by the Board. Messrs. Boulet and Hapak are presently serving
as trustees. Messrs. Malafronte and McKinnon were recommended for nomination
by non-management shareholders.
In the event a nominee should become unavailable for election for any
reason, which event is not expected to occur, the proxies will be voted for a
substitute recommended by the Board of Trustees. The following table contains
information with respect to the nominees:
Shares of
Period During the Trust
Which He Beneficially
Principal Occupation Served as a Owned as of
Name and Address Age for Past Five Years Trustee March 28, 2005
(Term to End)
______________________________________________________________________________
Larry S. Boulet (1) 58 President 2003 to date 5,100 (.03%)
Indianapolis, IN Boulet Consulting LLC (2008)
Business Consulting
(since July, 2002)
Senior Audit Partner
Pricewaterhouse Coopers LLP
Public Accounting
(1998 to July, 2002)
Other Directorships:
None
Michael W. Malafronte(2)30 Principal N/A 134,029 (7.4%)
New York, NY Oppenheimer + Close, Inc. (2008)
Financial Investments
Other directorships:
Bresler & Reiner, Inc.
Neil C. McKinnon (3) 46 President & CEO N/A 264,449 (14.7%)
San Francisco, CA Prana Holding Company, LLC (2008)
(Since January 1, 2001)
President
Prana Investments, Inc.
(Since July 1, 1997)
Other Directorships:
None
Francis M. Hapak (4) 79 Real estate investor 1987 to date 76,605 (4.26%)
Indianapolis, IN Self employed (2007)
Other Directorships:
None
(1) Shares are held with sole voting and investment power.
(2) Michael W. Malafronte shares voting and investment power with respect
to 125,029 shares owned by Oppenheimer Investment Partnership, LP and 9,000
shares owned by Oppenheimer - Close International, Ltd. See Note 4 to Share
Ownership Information.
(3) Neil C. McKinnon shares voting and investment power with respect to
264,449 shares owned by Prana Securities Adviser, LLC. See Note 5 to Share
Ownership Information.
(4) Francis M. Hapak is the sole owner of 38,392 shares and shares voting
and investment power with respect to 38,213 shares owned by Charlotte H. Hapak,
his wife.
INFORMATION RELATIVE TO MEMBERS OF THE BOARD
OF TRUSTEES WHOSE TERMS HAVE NOT YET EXPIRED
Shares of
Period During the Trust
Which He Beneficially
Principal Occupation Served as a Owned as of
Name and Address Age for Past Five Years Trustee March 28,2005
(Term Ends)
________________________________________________________________________________
John W. Adams (1) 56 Principal 1996 to date 2,100(0.12%)
Indianapolis, IN JWA Sports, LLC (2006)
Private investments
(Since January, 2004)
Vice President
Browning Investments, Inc.
Real estate development
(January 1990 to November 2004)
Other Directorships:
None
John I. Bradshaw, Jr.(2)74 President and CEO 1982 to date 94,753(5.27%)
Indianapolis, IN Century Realty Trust (2006)
Other Directorships:
None
Marvin L. Hackman (1) 71 Partner, Hackman 2000 to date 1,200(0.07%)
Indianapolis, IN Hulett & Cracraft, LLP (2006)
Attorneys at Law
Other Directorships:
None
John J. Dillon (3) 45 Businessman 2000 to date 23,128(1.29%)
Indianapolis, IN Self employed (2007)
(August 2000 to January,
2002 and since March 1, 2003)
Chief Operating Officer
Standard Management Corp.
Financial services holding co.
(January, 2002 to March 1, 2003)
Chief Administrative Officer
Analytical Surveys, Inc.
Digital mapping
July, 1997 to August 2000
Other Directorships:
Indianapolis Bond Bank
Murray R. Wise (4) 56 Chairman and CEO 2000 to date 113,966(6.3%)
Naples, FL Westchester Group, Inc. (2007)
Agricultural investments
Other Directorships:
None
John A. Wallace (5) 81 Real estate investor 1973 to date 16,500(0.92%)
Indianapolis, IN Self employed (2005)
Other Directorships:
None
Trustees and Officers as a Group (9 persons) 715,330(39.78%) (5)
(1) Shares are held with sole voting and investment power.
(2) John I. Bradshaw, Jr., is sole owner of 92,294 shares and shares voting
and investment power with respect to 459 shares owned by his spouse and
2,000 shares owned by a trust for his sister.
(3) John J. Dillon is sole owner of 3,688 shares and shares voting and
investment power with respect to 19,440 shares owned by Dillon Family
Limited Partnership in which he is a limited partner.
(4) Murray R. Wise is sole owner of 103,883 shares and shares voting and
investment power with respect to 1,000 shares owned by his spouse,
7,083 shares owned by the Westchester Profit Sharing Trust, 1,000 shares
owned by the Westchester Foundation and 1,000 shares owned by Travinap
Partnership.
(5) John A. Wallace is the sole owner of 15,000 shares and shares voting
and investment power with respect to 1,500 shares owned by his spouse.
Mr. Wallace is not seeking reelection to the Board, and is retiring
effective May 4,2005. Consequently his share totals are not included
in the total shareholdings of Trustees and Officers as a group noted
above.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires that
certain Trustees, Officers and share owners of 10% or more of the Trust's
shares file with the SEC and the Trust an initial statement of beneficial
ownership and certain statements of changes in beneficial ownership of shares
of the Trust, and certain amendments thereto. Based solely on its review of
such forms received by the Trust, the Trust is unaware of any instances not
previously reported in which any of said persons did not timely comply with
filing requirements under Sec. 16(a) during the fiscal years ended December 31,
2003 and 2004, except for Mr. Hackman who belatedly filed a Form 4 in 2003 for
an option exercised in 2003, and except for Mr. Wise who belatedly filed a Form
4 in 2004 for an option exercised in 2003.
COMPENSATION OF TRUSTEES
Each trustee, except the individual named in the "Summary Compensation
Table", is paid $750 per quarter plus $300 for each meeting of the trustees
attended by him. Members of the audit committee are each paid $300 for
attendance at each meeting of the committee. In addition, Trustees are paid
amounts, not in excess of $300 each day, for property inspections and special
assignments. No additional compensation is paid to those trustees, other than
John I. Bradshaw, Jr., who are also officers of the Trust. In 2004, under
these arrangements, the Trust paid a total of $54,600 in trustee compensation
to all trustees who, individually, were paid amounts ranging from $6,900 to
$9,000.
Except as set forth in the following schedules, no options, warrants, or
rights of any kind were granted or exercised during 2004. No long term or
deferred compensation arrangements have been awarded to any trustee, officer or
employee of the Trust.
EXECUTIVE OFFICER
John I. Bradshaw, Jr. is the sole executive officer of the Trust. He
has held the position of President and Chief Executive Officer since 1982.
SUMMARY COMPENSATION TABLE
Annual Compensation
______________________________________
Long-Term
Other Compensation
Principal Compen- Awards
Position Year Salary($) Bonus($) sation($) Options(#)
________________________________________________________________________________
John I. Bradshaw, Jr. 2004 99,000 - 1,619* -
President 2003 99,000 - 2,686* -
Chief Exec. Officer 2002 99,000 - 2,686* -
* Compensation equivalent of club dues paid on behalf of named individual.
OPTION GRANTS IN LAST FISCAL YEAR
Potential Realizable
Value at Assumed
Individual Grants Annual Rates Stock
% of Total Exercise Price Appreciation for
Options Option Granted Price per Expiration Option Term
Name Granted(#) In Fiscal Year Share Date 5% 10%
___________________________________________________________________________________________
Larry S. Boulet 5,000 100% $10.80 5/1/07 $8,512 $17,874
The Options are exercisable at any time until the expiration date. Upon
exercise, shares in treasury, to the extent available, will be issued.
The exercise price per share represents the closing share price on the date of
grant.
OPTIONS EXERCISED IN LAST FISCAL YEAR
AND FISCAL YEAR END OPTION VALUE
Value of
Unexercised
Unexercised In-The-Money
Options at Fiscal Options at Fiscal
Shares Acquired Value Year End (#) Year End **
Name On Exercise (#) Realized* (All Exercisable) (All Exercisable)
________________________________________________________________________________
Larry S. Boulet 2,000 $11,100 3,000 $20,070
* Value realized based on the closing share prices on the dates exercised.
** Value based on 17.49 per share, the closing price on December 31, 2004.
OTHER MANAGEMENT INFORMATION
The Board of Trustees held twelve (12) scheduled meetings during 2004.
Each of the Trustees attended 75% or more of those meetings and of meetings of
the Audit Committee on which he serves. The Trust does not have a policy with
regard to attendance by board members at annual meetings. All eight board
members attended the last annual shareholders meeting held on May 5, 2004, and
all of the current board members and nominees are expected to attend the 2005
meeting.
A shareholder may communicate with the Board of Trustees or any
individual trustee by mailing a communication to the Trust addressed to the
Board of Trustees or the individual trustee. All of such communications,
except those clearly of a marketing nature, will be forwarded directly to the
appropriate individual trustee or presented to the full Board of Trustees at a
meeting of the Board of Trustees.
The Board of Trustees has a standing Audit Committee. Information
regarding the functions performed by the committee, its membership, and the
number of meetings held during 2004 is set forth in the "Audit Committee
Report" and "Audit Committee Charter" included in this annual proxy statement.
All of the members of the Audit Committee are independent (as defined in the
Trust's NASDAQ listing requirements) of management of the Trust. The Board of
Trustees has not designated standing nominating or compensation committees.
AUDIT COMMITTEE REPORT
The Audit Committee oversees the Trust's financial reporting process on
behalf of the Board of Trustees. Management has the primary responsibility for
the financial statements and the reporting process including the systems of
internal controls. The committee is comprised of three members, all of whom
are independent from the Trust and the Trust's management (as defined by all
applicable rules and regulations). In performing its oversight
responsibilities, the Audit Committee operates under a written charter, which
was updated in 2004 to reflect requirements of the SEC. The charter is
reproduced as an appendix to this proxy statement.
In fulfilling its oversight responsibilities, the committee reviewed
the audited financial statements in the Annual Report with management including
a discussion of the quality, not just the acceptability, of the accounting
principles, the reasonableness of significant judgments, and the clarity of
disclosures in the financial statements. The committee reviewed with the
independent auditors, who are responsible for expressing an opinion on the
conformity of those audited financial statements with generally accepted
accounting principles, their judgments as to the quality, not just the
acceptability, of the Trust's accounting principles as required by Statement on
Auditing Standards No. 61 (Communication with Audit Committees), as modified or
supplemented, and such other matters as are required to be discussed with the
committee under generally accepted auditing standards. In addition, the
committee has been provided with the written disclosures and the letter
required by Independence Standards Board Standard No. 1 and has discussed with
the independent auditors the auditors' independence from management and the
Trust.
The committee discussed with the Trust's independent auditors the
overall scope and plans for their audit. The committee meets with the
independent auditors, with and without management present, to discuss the
results of their examinations, their evaluations of the Trust's internal
controls, and the overall quality of the Trust's financial reporting. The
committee held three meetings during 2004.
In reliance on the reviews and discussions referred to above, the
committee recommended to the Board of Trustees (and the Board has approved)
that the audited financial statements be included in the Annual Report on Form
10-K for the year ended December 31, 2004, for filing with the SEC. The
committee recommended, and the Board approved, the selection of the Trust's
independent auditors.
Larry S. Boulet, Audit Committee Chairman
John W. Adams, Audit Committee Member
Murray R. Wise, Audit Committee Member
March 10, 2005
AUDITORS
The Board of Trustees appointed the firm of Ernst & Young LLP, as
auditors for the Trust for the year ended December 31, 2004. This firm has
previously audited the Trust's financial statements each year beginning with
1973. The Audit Committee approved all non-audit services before they were
performed following specific consideration as to the possible effects of such
services on the independence of the auditors. Following a schedule of fees
billed to the Trust and its subsidiaries by Ernst & Young during 2004 and 2003:
2004 2003
_____ _____
Audit Fees (1) $80,500 $55,000
Audit-Related Fees (2) None $2,734
Tax Fees (3) $31,000 $41,308
All Other Fees (4) None None
(1) Audit Fees - Fees for professional services performed by Ernst & Young
for the audit of the Trust's annual financial statements and review of
financial statements included in the Trust's 10-Q filings.
(2) Audit-Related Fees - Fees for services such as due diligence related to
potential acquisitions and consulting on financial accounting/reporting
standards.
(3) Tax Fees - Fees for services with respect to tax compliance, tax advice
and tax planning. This includes review of federal and state tax returns
for the Trust and its consolidated subsidiaries, and preparation of
federal and state tax returns for Partnerships controlled, but not
wholly-owned, by the Trust.
(4) All Other Fees - Fees, of which there were none in 2004 and 2003, for
permissible work performed by Ernst & Young that does not meet the above
category descriptions.
A representative of Ernst & Young is expected to be present at the
annual meeting of shareholders, will have an opportunity to make a statement if
the representative so desires, and will be available to respond to appropriate
questions.
PROPOSALS OF SHAREHOLDERS
In order to be included in the proxy statement for the 2006 annual
meeting of shareholders, proposals by shareholders of the Trust must be
received by the Secretary at the office of the Trust not later than November 30,
2005. The proponent (or duly authorized representative) must be present at the
2006 annual meeting to introduce such proposal. The timeliness requirement for
inclusion in the proxy statement does not prevent, as permitted by the Trust's
Trust Instrument, a shareholder of the Trust from nominating from the floor of
an annual meeting an individual for election as a Trustee.
ANNUAL REPORT
The annual report for 2004, including audited financial statements for
the year ended December 31, 2004, is included herewith as a separate enclosure,
but is not incorporated herein by reference. A copy of the Annual Report on
Form 10K for 2004 filed with the SEC will be furnished free of charge to any
shareholder upon written request to the Secretary at the office of the Trust.
BY ORDER OF THE TRUSTEES
John W. Adams
Secretary
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
TRUSTEES
The undersigned hereby appoints Marvin L. Hackman,
John W. Adams and Murray R. Wise, as Proxies, each
with the power to appoint his substitute, and hereby
authorizes them to represent and to vote, as
designated below, all the Shares of Beneficial
Interest of Century Realty Trust held of record by
the undersigned on March 28, 2005, at the meeting of
shareholders to be held on May 4, 2005, or any
adjournment thereof.
1. ELECTION OF TRUSTEES
Francis M. Hapak (two year term) FOR ________ VOTE WITHHELD _______
Larry S. Boulet (three year term) FOR ________ VOTE WITHHELD _______
Michael W. Malafronte (three year term) FOR ________ VOTE WITHHELD _______
Neil C. McKinnon (three year term) FOR ________ VOTE WITHHELD _______
2. In their discretion, the Proxies are authorized to vote upon such other
business that may properly come before the meeting.
THIS PROXY WHEN PROPELY EXECUTED WILL BE VOTED IN THE MANNER
DIRECTED BY THE UNDERSIGNED. IF NO DIRECTION IS MADE,
THIS PROXY WILL BE VOTED FOR PROPOSAL 1.
(CONTINUED AND TO BE SIGNED ON THE REVERSE SIDE)
RECEIPT OF THE PROXY STATEMENT DATED APRIL 6, 2005, IS HEREBY ACKNOWLEDGED
Please sign exactly as name appears below. When shares are held by joint
tenants, both should sign. When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such. If a corporation, please
sign full corporate name by President or other authorized officer. If a
partnership, please sign full partnership name by authorized person.
THIS PROXY MAY BE REVOKED AT ANY TIME PRIOR TO THE VOTING THEREOF.
NUMBER OF SHARES
DATED _______________, 2005 ____________________________________________________
Signature
PLEASE MARK, SIGN, DATE AND
RETURN THE PROXY CARD PROMPTLY
____________________________________________________
USING THE ENCLOSED ENVELOPE. Signature of Joint Owner (if applicable)
APPENDIX
AUDIT COMMITTEE CHARTER
Adopted as of March 11, 2004
I. Statement of Purpose
The Audit Committee ("Committee") is established by and amongst the
Board of Trustees (the "Board") of Century Realty Trust ("the Trust") for the
primary purpose of assisting the Board in:
* overseeing the integrity of the Trust's financial statements,
* overseeing the Trust's compliance with certain legal requirements,
* overseeing the independent auditors' qualifications, independence and
performance, and
* overseeing the Trust's system of disclosure controls and system of
internal controls regarding finance, accounting, legal compliance and the Code
of Ethics for Senior Financial Officers approved by the Board.
The Committee will regularly report to the Board regarding the
execution of its responsibilities, which are described in Section III of the
Charter.
In performing its duties and responsibilities the Committee has the
authority to obtain advice and assistance from outside legal, accounting, or
other advisors as deemed appropriate. The Trust shall provide appropriate
funding, as determined by the Committee, for compensation to the independent
auditors and advisers that the Committee may engage.
Consistent with its purpose, the Committee should encourage continuous
improvement of, and should foster adherence to, the Trust's policies,
procedures and practices. The Committee should also provide an open avenue of
communication among the independent auditors, senior management and the Board.
II. Organization
A. Charter- At least annually, the Audit Committee members shall review
and assess this Charter and any proposed changes shall be submitted to the
Board of Trustees for approval.
B. Members- The Audit Committee shall be comprised of at least three
trustees as determined by the Board, each of whom shall be an independent
trustee (as defined by all applicable rules and regulations), and free from any
relationship (including disallowed compensatory arrangements) that, in the
opinion of the Board, would interfere with the exercise of the member's
independent judgment. All Committee members shall have a working familiarity
with basic finance and accounting practices, and at least one Committee member
shall be a "financial expert" in compliance with the criteria established by
the Securities and Exchange Commission (SEC).
Vacancies or additions to the Committee may be filled at any time
during the year by action of the full Board. The term of service for Committee
members shall be one year or until their successors shall be duly elected and
qualified. Unless a Chair is elected by the full Board, the Committee may
designate a Chair by majority vote of the full Committee membership.
C. Meetings- In addition to its review of the Trust's quarterly
interim financial statements, the Committee shall meet at least three times
annually. Meetings may be conducted through the use of any means of
communication by which all members may simultaneously hear each other during
the meeting.
D. Executive Sessions- The Trust's financial management and others may
from time to time be requested to attend the Committee's meetings. At the
conclusion of each meeting attended by members of management, the Chair may
conduct an executive session where trustees meet without management
participation.
E. Quorum; Action by Committee- A quorum at any Committee meeting
shall be at least a majority of the Committee. All determinations of the
Committee shall be at least a majority of its members present at a meeting duly
called and held. Any decision or determination of the Committee reduced to
writing and signed by all of the members of the Committee shall be fully as
effective as if it had been made at a meeting duly called and held.
F. Agenda, Minutes and Reports- The Chair of the Committee shall be
responsible for establishing the agenda for the Committee's meetings.
G. Performance- The Committee shall annually evaluate its performance
and develop criteria for such evaluation.
III. Responsibilities
The following shall be the Committee's principal responsibilities:
A. Documents/Reports/Accounting Information Review
1. Review and discuss with management the Trust's annual financial
statements, quarterly interim financial statements, and all internal controls
reports (or summaries thereof). Review other relevant reports or financial
information submitted by the Trust to any governmental body, or the public,
including management certifications as required by the Sarbanes-Oxley Act of
2002 (Sections 302 and 906) and relevant reports rendered by the independent
auditors (or summaries thereof).
2. Recommend to the Board whether the financial statements should be
included in the Annual Report on Form 10-K. Review with financial management
and the independent auditors the quarterly Form 10-Qs prior to their filing (or
prior to the release of earnings). The review of Form 10-Qs may be performed
by the Chair of the Committee acting on behalf of the Committee.
3. Review earnings press releases with management, including review of
"pro-forma" or "adjusted" non-GAAP information, if any.
4. Discuss with management any financial information and earnings
guidance provided to analysts and rating agencies. Such discussions may be on
general terms (i.e., discussion of the types of information to be disclosed and
the type of presentation to be made).
B. Independent Auditors
1. Appoint (subject to shareholder ratification, if the Board
determines such ratification should be submitted to the Trust's shareholders),
compensate, and oversee the work performed by the independent auditors for the
purpose of preparing or issuing an audit report or related work. Review the
performance of the independent auditors and remove the independent auditors if
circumstances warrant. Review the experience and qualifications of senior
members of the independent audit team annually and ensure that all partner
rotation requirements, as promulgated by applicable rules and regulations, are
executed. The independent auditors shall report directly to the Committee and
the Committee shall oversee the resolution of any disagreements between
management and the independent auditors. Consider whether the auditors'
performance of permissible non-audit services is compatible with the auditors'
independence.
2. Review with the independent auditors any audit related problems or
other difficulties and management's response; review the independent auditor's
attestation and report on management's internal control report; and hold timely
discussions with the independent auditors regarding the following:
* all critical accounting policies and practices;
* all alternative treatments of financial information within generally
accepted accounting principles that have been discussed with management,
ramifications of the use of such alternative disclosures and treatments, and
the treatment preferred by the independent auditors:
* other material written communications between the independent
auditors and management including, but not limited to, the management letter
and schedule of unadjusted differences; and
* an analysis of the auditors' judgment as to the quality of the
Trust's accounting principles, setting forth significant reporting issues and
judgments made in connection with the preparation of the financial statements.
3. At least annually, obtain and review a report by the independent
auditors describing:
* the auditing firm's internal quality control procedures;
* any material issues raised by the most recent internal quality-control
review, peer review, or by any inquiry or investigation by governmental or
professional authorities, within the preceding five years, respecting one or
more independent audits carried out by the firm, and any steps taken to deal
with any such issues; and
* (to assess the auditors' independence) any relationships between the
independent auditors and the Trust.
4. Review and pre-approve both audit and non-audit services to be
provided by the independent auditors (other than with respect to de minimus
exceptions permitted by the Sarbanes-Oxley Act of 2002). This duty may be
performed by the Audit Committee Chair with any such pre-approval reported to
the Committee at its next regularly scheduled meeting. Approval of non-audit
services shall be disclosed to investors in periodic reports required by
Section 13(a) of the Securities Exchange Act of 1934.
5. Follow hiring practices, compliant with governing laws or
regulations, for employees or former employees of the independent auditors.
C. Financial Reporting Processes and Accounting Policies
1. In consultation with the independent auditors periodically review
the integrity of the Trust's financial reporting processes (both internal and
external), and the internal control structure (including disclosure controls).
2. Review with management and the independent auditors any major
issues regarding accounting principles and financial statement presentations,
including any significant changes in the Trust's selection or application of
accounting principles, and major issues as to the adequacy of the Trust's
internal controls and any special steps adopted in light of material control
deficiencies.
3. Review analyses prepared by management and the independent auditors
setting forth financial reporting issues and judgments made in connection with
the preparation of the financial statements, including analysis of the effects
of alternative GAAP methods on the financial statements.
4. Review with management the effect of regulatory and accounting
initiatives, as well as off-balance sheet structures, if any, on the financial
statements of the Trust.
5. Establish and maintain procedures for the receipt, retention, and
treatment of complaints regarding accounting, internal controls, or auditing
matters.
6. Establish and maintain procedures for the confidential, anonymous
submission by Trust employees and employees of the management company engaged
by the Trust regarding questionable accounting or auditing matters.
D. Ethical Compliance, Legal Compliance, and Risk Management
1. Establish, review and periodically update the Trust's Code of
Ethics for Senior Financial Officers. Ensure that the Code complies with
applicable rules and regulations.
2. Review Senior management's monitoring of the compliance with the
Trust's Code of Ethics for Senior Financial Officers, and ensure that
management has the proper review system in place to ensure that the Trust's
financial statements, reports and other financial information disseminated to
governmental organizations and the public satisfy legal requirements.
3. Review, with the Trust's general counsel, legal compliance matters
including corporate securities trading policies.
4. Review, with the Trust's general counsel, any legal matter that
could have a significant impact on the Trust's financial statements.
5. Discuss the Trust's policies with respect to risk assessment and
risk management. Such discussions should include the Trust's major financial
and accounting risk exposures and the step(s) management has undertaken to
mitigate or control the risks.
E. Other Responsibilities
1. Review with the independent auditors and management the extent to
which changes or improvements in financial or accounting practices, as approved
by the Committee, have been implemented. (This review should be conducted at
an appropriate time subsequent to implementation of changes or improvements, as
decided by the Committee.)
2. Prepare the report that the SEC requires be included in the Trust's
annual proxy statement.
3. Perform any other activities consistent with this Charter, the
Trust's by-laws and governing law, as the Committee or the Board deems
necessary or appropriate.
IV. Limitations of the Audit Committee's Role
While the Audit Committee has the responsibilities and authority as set
forth in this Charter, it is not the Audit Committee's duty to plan or conduct
financial statement audits or to determine that the Trust's internal or
external financial statements and related disclosures are complete and accurate
or that they are in accordance with generally accepted accounting principles
and applicable rules and regulations. These are the responsibilities of the
Trust's management and the independent auditors.
(End of Audit Committee Charter)