SCHEDULE 14A - INFORMATION REQUIRED IN PROXY STATEMENT
(Last amended in Rel. No. 34-34832, eff. 11/23/94.)
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [ X ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 240.14a-11(c) or 240.14A-12
USP Real Estate Investment Trust
(Name of Registrant as Specified in its Charter)
USP Real Estate Investment Trust
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-
6(j)(2)
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-
11.
1) Title of each class of securities to which transaction applies:
________________________________________________________________________
2) Aggregate number of securities to which transaction applies:
________________________________________________________________________
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
________________________________________________________________________
4) Proposed maximum aggregate value of transaction:
_______________________________________________________________________
Set forth the amount on which the filing fee is calculated and state how
it was determined.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
________________________________________________________________________
2) Form, Schedule or Registration Statement No.:
________________________________________________________________________
3) Filing Party:
________________________________________________________________________
4) Date Filed:
________________________________________________________________________
(Added by Exch Act Rel No. 31905, eff 4/26/93.)
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held Friday, May 5, 1995
To the Shareholders:
The Annual Meeting of the Shareholders of USP Real Estate Investment
Trust (the "Trust") will be held at the AEGON Financial Center, 4333
Edgewood Road N.E., Cedar Rapids, Iowa on Friday, May 5, 1995 at 11:00 a.m.
(local time) for the following purposes:
1. To elect four (4) Trustees to serve until the next Annual Meeting
of Shareholders or until their successors shall have been duly elected and
qualified.
2. To transact such other business as may properly come before the
meeting or any adjournment thereof.
Shareholders of record at the close of business on March 17, 1995 are
entitled to notice of and to vote at the meeting or at any adjournment
thereof. The Board of Trustees of the Trust extends a cordial invitation
to all Shareholders to be present at and participate in the Annual Meeting.
Whether or not you plan to attend the meeting, please specify your vote on
the enclosed proxy card and sign, date and return it as promptly as
possible. No postage is required if the proxy card is mailed from within
the continental United States.
FOR THE BOARD OF TRUSTEES
Maureen DeWald
Vice President and Secretary
Cedar Rapids, Iowa
March 27, 1995
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation
of proxies by the Board of Trustees of USP Real Estate Investment Trust, an
Iowa common law trust (the "Trust"), for use at the Annual Meeting of
Shareholders to be held at the AEGON Financial Center, 4333 Edgewood Road
N.E., Cedar Rapids, Iowa on Friday, May 5, 1995 at 11:00 a.m. (local time)
and at any adjournment thereof. This Proxy Statement and related form of
proxy are being sent to Shareholders of the Trust on or about March
31, 1995.
SHARES OUTSTANDING AND VOTING RIGHTS
On March 17, 1995, the record date for determination of Shareholders
entitled to notice of and to vote at the Annual Meeting, the Trust had
outstanding 3,880,000 shares of beneficial interest (the "Shares"), which
is the only voting security of the Trust. Holders of the Shares are
entitled to one (1) vote on a non-cumulative basis for each Share held on
the record date for the election of Trustees and for any other matter
brought before the meeting or any adjournment thereof. There are no
appraisal or similar rights of dissenters applicable to any matter to be
voted upon at the meeting.
All Shares represented by valid proxies received by the Trust on the
enclosed form of proxy will be voted at the meeting or any adjournment
thereof in accordance with the instructions contained in such proxies. In
the absence of contrary instructions, Shares represented by proxies will be
voted FOR the election of the nominees for Trustees listed herein. A
majority (more than 50%) of the Shares voted at the meeting, represented in
person or by proxy, is necessary to elect each nominee for Trustee and to
approve such other business as may properly come before the meeting.
Shares voted to withhold authority or to abstain will be counted as such
and included in the total number of Shares represented at the meeting.
Shares not voted and broker non-votes will not be included in the
tabulation. Any proxy may be revoked at any time before it is voted by
giving written notice of revocation to the Secretary of the Trust, by
submitting another executed proxy to the Secretary of the Trust bearing a
later date or by attending the meeting and voting in person.
PRINCIPAL SHAREHOLDERS
The following table sets forth information with respect to each person
and group (as that term is used in Section 13(d)(3) of the Securities
Exchange Act of 1934) known by the Trust to be the beneficial owner of more
than five percent (5%) of the outstanding shares of the Trust as of March
1, 1995.
Name and Address Amount and Nature Percent
of Beneficial Owner of Beneficial Ownership of Class
AEGON USA, Inc. 1,197,260 30.86%
4333 Edgewood Road N.E.
Cedar Rapids, Iowa 52499
AEGON USA, Inc. is an indirect, wholly-owned subsidiary of AEGON N.V., a
holding company organized under the laws of The Netherlands which is
controlled by Vereninging AEGON, an association organized under the laws of
The Netherlands. AEGON USA, Inc. has sole voting and investment powers
with respect to the above Shares.
ELECTION OF TRUSTEES
Four (4) Trustees are to be elected at the Annual Meeting of
Shareholders to be held May 5, 1995. Unless otherwise indicated, the
Shares represented by the enclosed proxy will be voted FOR the election of
the following four (4) persons:
Gary A. Downing
Patrick E. Falconio
Edwin L. Ingraham
Samuel L. Kaplan
Each person elected to serve as a Trustee shall serve until the next
Annual Meeting of Shareholders or until a successor shall have been elected
and qualified. If any nominee is unable or unwilling to accept nomination
or election for any reason, the enclosed proxy will be voted for such other
persons as may be determined by the holder of such proxy. The Board of
Trustees does not anticipate that any nominee will be unwilling or unable
to serve if elected.
Information About the Nominees
Certain information about the nominees for Trustee appears below. (See
"Certain Agreements and Business Relationships" for a description of the
Trust's relationship with AEGON USA Realty Advisors, Inc. and other
subsidiaries of AEGON USA, Inc.)
GARY A. DOWNING, age 36, has served as a Trustee of the Trust since 1989.
He is Managing Director of Raymond James & Associates, Inc. (investment
banking), St. Petersburg, Florida, where he has been employed since 1984.
Mr. Downing is a member of the Audit Committee.
PATRICK E. FALCONIO, age 53, has served as Chairman of the Board and a
Trustee of the Trust since 1988. He is Executive Vice President and Chief
Investment Officer of AEGON USA, Inc. (insurance and financial services),
Cedar Rapids, Iowa, where he has been employed since 1987. Mr. Falconio is
Chairman of the Board of AEGON USA Realty Advisors, Inc. and a Director of
various other subsidiaries of AEGON USA, Inc. He is also Chairman of the
Board of Directors of Cedar Income Fund, Ltd. (real estate investment
company) and a Director of Firstar Bank Cedar Rapids, N.A. (commerical
bank).
EDWIN L. INGRAHAM, age 68, has served as a Trustee of the Trust since 1984,
and as Vice Chairman of the Board of Trustees since 1990. He retired in
1988 as Executive Vice President, Treasurer and Chief Investment Officer of
AEGON USA, Inc., where he had been employed since 1982. He is a Director
of Cedar Income Fund, Ltd. (real estate investment company). Mr. Ingraham
is a member of the Audit Committee.
SAMUEL L. KAPLAN, age 58, has served as a Trustee of the Trust since 1983.
He has been engaged in the practice of law in Minneapolis, Minnesota for
over five (5) years as a member of the firm of Kaplan, Strangis and Kaplan,
P.A. Mr. Kaplan is a member of the Audit Committee.
Information About Executive Officers
Certain information about the executive officers of the Trust who are
not also nominees appears below. The term of office of each executive
officer will expire at the Annual Meeting of the Board of Trustees which
will follow the Annual Meeting of Shareholders. (See "Certain Agreements
and Business Relationships" for a description of the Trust's relationship
with AEGON USA Realty Advisors, Inc. and other subsidiaries of AEGON USA,
Inc.)
DAVID L. BLANKENSHIP, age 44, has served as President of the Trust since
1985. He has been employed by AEGON USA, Inc. since 1977 in various
administrative and management positions related to real estate investment
activities and is President of AEGON USA Realty Advisors, Inc.
MAUREEN DEWALD, age 44, has served as Vice President of the Trust since
1986 and Secretary since 1985. She has been employed by AEGON USA, Inc.
since 1983 as an attorney for real estate investment activities and is
Senior Vice President, Secretary and General Counsel of AEGON USA Realty
Advisors, Inc.
JEFFRY DIXON, age 41, has served as Director of Investor Relations and
Assistant Secretary of the Trust since January, 1994. He has been employed
by AEGON USA, Inc. since 1984 in real estate acquisition and mortgage
lending positions and is a Senior Mortgage Loan Officer of AEGON USA Realty
Advisors, Inc.
ALAN F. FLETCHER, age 45, has served as Treasurer of the Trust since 1986,
as Vice President since 1985, as Assistant Secretary since 1982 and as
principal financial officer since 1981. He has been employed by AEGON USA,
Inc. since 1981 in various financial and administrative positions related
to investment activities and is Senior Vice President and Chief Financial
Officer of AEGON USA Realty Advisors, Inc.
EDWARD J. KITTLESON, age 37, has served as Controller and Assistant
Secretary of the Trust since January, 1993. He has been employed by AEGON
USA, Inc. since 1991, first as a real estate investment officer, and since
November, 1992, as Manager - Financial Reporting. He is Treasurer of AEGON
USA Realty Advisors, Inc. From 1981 to 1991, Mr. Kittleson was employed as
Controller for Bjornsen Investment Corporation, a real estate development
company in Cedar Rapids, Iowa.
Ownership of Shares by Trustees, Nominees and Officers
The following table sets forth the number of Shares of the Trust
beneficially owned as of March 1, 1995 by each Trustee, nominee, and
officer and by all Trustees, nominees and officers as a group (9 persons).
Except as otherwise indicated by footnote, the individuals have direct
ownership of, and sole voting and investment power with respect to, any
Shares beneficially owned by them.
Name of Amount and Percent
Nature
Beneficial Owner of Beneficial of Class
Ownership
Gary A. Downing(1) 438 *
Patrick E. Falconio(2) 1,199,260 30.91%
Edwin L. Ingraham 1,500 *
Samuel L. Kaplan(3) 10,000 *
David L. Blankenship(4) 1,818 *
Maureen DeWald(5) 7,811 *
Jeffry Dixon 0 *
Alan F. Fletcher(6) 2,200 *
Edward J. Kittleson 0 *
Trustees, nominees and 1,223,027 31.52%
officers as a group
(1) Mr. Downing is the beneficial owner of 438 Shares held in an
individual retirement account through the custodian of which he has
sole voting and investment powers with respect to such Shares.
(2) Mr. Falconio may be deemed to be the beneficial owner of 1,197,260
Shares beneficially owned by AEGON USA, Inc. with respect to which he
shares voting and investment powers (see "Principal Shareholders" and
"Information About the Nominees"), but he disclaims beneficial
ownership of such Shares. He may also be deemed to be the beneficial
owner of 2,000 Shares owned by his wife.
(3) Mr. Kaplan may be deemed to be the beneficial owner of 1,500 Shares
held in a profit sharing trust for his account. Such Shares are
included in the 10,000 Shares above.
(4) Mr. Blankenship may be deemed to be the beneficial owner of 1,818
Shares held in custodial accounts for his children for which he has
sole voting and investment powers.
(5) Ms. DeWald is the direct owner of 6,586 Shares for which she has sole
voting and investment powers and may be deemed to be the beneficial
owner of 1,225 Shares held in a custodial account for her daughter for
which she has sole voting and investment powers.
(6) Mr. Fletcher is the direct owner of 600 Shares for which he has sole
voting and investment powers and is the beneficial owner of 1,600
Shares held in an individual retirement account for which he has sole
voting and investment powers through the custodian.
*Such holdings represent less than one percent of the outstanding Shares.
The Board of Trustees and Committees of the Board
The powers of the Trust are exercised and its business and affairs are
directed by the Board of Trustees. In carrying out its responsibilities,
the Board of Trustees established an Audit Committee, the members of which
are Messrs. Gary A. Downing, Edwin L. Ingraham, and Samuel L. Kaplan. The
principal functions of the Audit Committee include recommending to the
Board of Trustees the selection of the independent auditors; consulting
with the independent auditors with respect to matters of interest to the
Committee; approving the type, scope and costs of services to be performed
by the independent auditors; and reviewing the work of those persons
responsible for the Trust's day-to-day compliance with accounting
principles, financial disclosure, income tax laws, internal controls and
recordkeeping requirements. The Board of Trustees does not have standing
nominating or compensation committees. Special committees of the Board have
been appointed from time to time to consider and address specific matters
of interest to the Board. During 1994, the Board of Trustees held four (4)
meetings and the Audit Committee held two (2) meetings. Each Trustee
attended at least 75% of the combined number of meetings of the Board of
Trustees and of the committees on which he served, with the exception of
Mr. Kaplan who was absent from one Board of Trustees meeting and one Audit
Committee meeting (held on the same day).
Compensation of Trustees and Executive Officers
During 1994, each Trustee, with the exception of Mr. Falconio, received
an annual fee of $6,000 plus $750 for each regular or special meeting
attended, as well as $400 per day for inspecting properties owned by the
Trust and properties proposed to be acquired by the Trust and $400 for
attendance at each committee meeting as a member, unless held in
conjunction with a meeting of the Board of Trustees. Mr. Falconio has
waived all fees for his services as a Trustee so long as he continues to be
affiliated as an officer or director of AEGON USA Realty Advisors, Inc.
(see "Information About the Nominees"). Total fees paid to all Trustees as
a group were $27,750 for 1994.
The executive officers of the Trust receive no cash or deferred
compensation in their capacities as such.
OTHER BUSINESS
The Board of Trustees of the Trust is not aware of any other business
which will come before the meeting. If any other business should come
before the meeting, the persons named in the enclosed proxy will vote on it
according to their best judgment.
CERTAIN AGREEMENTS AND BUSINESS RELATIONSHIPS
The Trust has no employees and has contracted with various subsidiaries
of AEGON USA, Inc. (see "Principal Shareholders") to provide
administrative, advisory, acquisition, divestiture, property management and
shareholder services to the Trust. A description of the relationships
between AEGON USA, Inc. and its various subsidiaries and of such
subsidiaries' agreements with the Trust follows. The description of the
agreements which follows is qualified in its entirety by reference to the
terms and provisions of such agreements. (See "Principal Shareholders" for
a description of the relationship between AEGON USA, Inc. and AEGON N.V.)
Administrative, Advisory and Acquisition Services
AEGON USA Realty Advisors, Inc. ("AEGON Advisors"), is a wholly-owned
subsidiary of AEGON USA, Inc. AEGON Advisors provides administrative,
advisory, acquisition and divestiture services to the Trust pursuant to an
Administrative Agreement. The term of the Administrative Agreement is for
one (1) year and is automatically renewable each year for an additional
year subject to the right of either party to cancel the Agreement upon 90
days written notice. The performance of AEGON Advisors' duties and
obligations under the Administrative Agreement has been guaranteed by AEGON
USA, Inc.
Under the Administrative Agreement, AEGON Advisors (a) provides
clerical, administrative and data processing services, office space,
equipment and other general office services necessary for the Trust's day-
to-day operations, (b) provides legal, tax and accounting services to
maintain all necessary books and records of the Trust and to ensure Trust
compliance with all applicable federal, state and local laws, regulatory
reporting requirements and tax codes, (c) arranges financing for the Trust,
including but not limited to mortgage financing for property acquisition,
(d) obtains property management services for the Trust's properties and
supervises the activities of persons performing such services, (e) provides
monthly reports summarizing the results of operations and financial
conditions of the Trust, (f) prepares and files all reports to shareholders
and regulatory authorities on behalf of the Trust, (h) prepares and files
all tax returns of the Trust and (i) provides the Trust with property
acquisition and divestiture services.
AEGON Advisors receives fees for its administrative and advisory
services as follows: (a) a base fee, payable monthly, equal to 5/8% per
annum of the average monthly gross real estate investments of the Trust
plus 1/4% per annum of the monthly outstanding principal balance of
mortgage loans receivable; and (b) an incentive fee, payable annually,
equal to 20% of the annual adjusted cash flow from operations in excess of
$.72 per share. If the annual adjusted cash flow from operations is less
than $.72 per share, then the payment of so much of the base fee is to be
deferred so that revised cash flow from operations will be equal to $.72
per share; provided, however, in no event shall the amount deferred exceed
20% of the previously determined base fee. Any deferred fees may be paid
in a subsequent year, up to a maximum of 30% of that year's revised cash
flow from operations in excess of $.72 per share. Annual adjusted cash
flow from operations, as defined for purposes of the incentive fee,
includes the net realized gain (or loss) from the disposition of property,
adjusted to exclude accumulated depreciation (otherwise stated as gain in
excess of cost without reduction for allowable depreciation).
Notwithstanding the foregoing, the combined base and incentive fees cannot
exceed the amount permitted by the limitation on operating expenses as
provided in the Trust's Declaration of Trust, which limitation is
essentially 1 1/2% of the Trust's average quarterly invested assets, net of
depreciation. In addition, AEGON Advisors is to be paid a separately
negotiated fee of not less than 2% nor more than 4% of the cost of each
property acquired by the Trust as compensation for acquisition services
furnished by it to the Trust. Administrative fees paid to AEGON Advisors
for 1994 were $219,982. No acquisition fees were paid in 1994.
Management Services
AEGON USA Realty Management, Inc. ("AEGON Management"), is a wholly-
owned subsidiary of AEGON Advisors. AEGON Management provides management
services to the Trust pursuant to a Property Management Agreement. The
term of the Agreement is for one (1) year and is automatically renewable
each year for an additional year subject to the right of either party to
cancel the Agreement upon 30 days written notice. Under the Management
Agreement, AEGON Management is obligated to (a) procure tenants and execute
leases with respect to Trust properties which are not leased under net
lease arrangements (the "Managed Properties"), (b) maintain and repair (at
the Trust's expense) the Managed Properties, (c) maintain complete and
accurate books and records of the operations of the Managed Properties, (d)
maintain the Managed Properties in accordance with applicable government
rules and regulations, licensing requirements and building codes, (e)
collect all rents and (f) carry (at the Trust's expense) general liability,
accident, fire and other property damage insurance. For these services,
AEGON Management receives 5% of the gross income derived from the operation
of the Managed Properties. Management fees paid to AEGON Management for
1994 were $277,945.
Shareholder Services
AEGON Advisors provides shareholder services to the Trust pursuant to a
Shareholder Services Agreement (the "Agreement"). Under the Agreement,
AEGON Advisors is obligated to provide dividend disbursement, stock
certificate preparation, recordkeeping and other shareholder services for
which AEGON Advisors receives the following fees: a quarterly fee of $1.25
per shareholder account based on the number of shareholder accounts
(minimum $1,000 per quarter), a fee of $.75 per shareholder account for
each dividend processed, a fee of $.50 per shareholder account for proxy
tabulation, and such other compensation as from time to time agreed upon by
the Trust and AEGON Advisors. Shareholder service fees paid to AEGON
Advisors for 1994 were $23,000. AEGON Advisors has subcontracted for stock
transfer and dividend disbursement services with Boston Financial Data
Services, a subsidiary of State Street Bank and Trust Company.
Other
On December 31, 1993, the mortgage loan on the Trust's Presidential
Drive property was acquired from the lender by AUSA Life Insurance Company,
Inc., a wholly-owned subsidiary of AEGON USA, Inc., as part of a large
transaction involving the transfer of loans and securities. The terms of
the mortgage loan remained the same. In February 1994, the Trust
refinanced the existing mortgage loan on its Geneva Square property with a
new mortgage loan from PFL Life Insurance Company ("PFL"), a wholly-owned
subsidiary of AEGON USA, Inc. This $3,000,000 loan was obtained by the
Trust on commercially competitive terms at a fixed interest rate of 8%.
The loan may be prepaid at any time without penalty and matures in February
1996, with an option to extend for an additional eight years at the then
current market terms offered for comparable loans by PFL. A 1% origination
fee ($30,000) was paid to PFL in connection with the loan.
The aggregate principal amount of the two mortgage loans described
above as of December 31, 1994 was $3,770,996. The maximum principal amount
of such mortgage indebtedness outstanding during 1994 was $3,843,704. The
Trust paid $74,454 in principal and $294,090 in interest on such mortgage
indebtedness for 1994.
SELECTION OF INDEPENDENT AUDITORS
The Board of Trustees has selected Ernst & Young LLP, Des Moines, Iowa
as independent auditors to provide auditing services to the Trust for the
year 1995. This firm has provided auditing services to the Trust since
1992. A representative of Ernst & Young LLP is expected to be present at
the meeting and will have the opportunity to make a statement and will be
available to respond to appropriate shareholder questions.
SHAREHOLDER PROPOSALS
Shareholder proposals intended to be presented at the 1996 Annual
Meeting must be received by the Trust for inclusion in the Trust's proxy
statement and form of proxy no later than November 30, 1995. A shareholder
who meets certain minimum investment and holding period requirements with
respect to Shares beneficially owned may submit one (1) proposal for
inclusion in the Trust's proxy statement. Such shareholder will be allowed
an aggregate of 500 words for both the proposal and a statement supporting
it. A proposal may be presented at the meeting either by the proponent or
by a representative of the proponent. In the event the proponent or a
representative fails, without a good cause, to present the proposal for
action at the meeting, the Trust will not be required to include any
proposal submitted by such proponent for inclusion in the Trust's proxy
materials for any meeting held during the next two (2) years.
COST AND METHOD OF PROXY SOLICITATION
The cost of preparing, assembling and mailing the proxy materials and
of soliciting proxies by the Board of Trustees will be borne by the Trust.
In addition to the use of mails, proxies may be solicited on behalf of the
Board of Trustees by personal interview, telephone and telegram by certain
Trustees or employees of AEGON USA Realty Advisors, Inc. who will not be
separately compensated for such services. The Trust does not presently
intend to use specially engaged employees or paid solicitors for the
solicitation of proxies, but has retained Boston Financial Data Services, a
subsidiary of State Street Bank and Trust Company, for proxy tabulation.
The Trust has made arrangements with brokerage houses and nominees to send
proxy materials to their principals and the Trust will reimburse them for
their reasonable out-of-pocket expenses incurred in doing so.
FOR THE BOARD OF TRUSTEES
Maureen DeWald
Vice President and Secretary
Cedar Rapids, Iowa
March 27, 1995
PROXY
USP REAL ESTATE INVESTMENT TRUST
Solicited on Behalf of the Board of Directors
The undersigned hereby appoints Maureen DeWald and Edward J. Kittleson, or
either of them, with full power of substitution, proxies to represent the
undersigned at the Annual Meeting of Shareholders of USP REAL ESTATE
INVESTMENT TRUST to be held at the AEGON Financial Center, 4333 Edgewood
Road N.E., Cedar Rapids, Iowa, on Friday, May 5, 1995 and at any
adjournment thereof, with all power which the undersigned would possess if
personally present, and vote all shares which the undersigned may be
entitled to vote, as designated hereon. This proxy, when properly
executed, will be voted in the manner directed thereon by the undersigned.
If no direction is made, this proxy will be voted "For" the election of all
the nominees listed hereon.
PLEASE VOTE, DATE AND SIGN ON OTHER SIDE AND RETURN PROMPTLY IN ENCLOSED
ENVELOPE.
Please sign this proxy exactly as your name appears on the books of the
Fund, Joint owners should each sign personally. Trustees and other
fiduciaries should indicate the capacity in which they sign, and where more
than one name appears, a majority must sign. If a corporation, this
signature should be that of an authorized officer who should state his or
her title.
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
____________________________________ ______________________________________
____________________________________ ______________________________________
____________________________________ ______________________________________
PLEASE MARK VOTE
AS IN THIS EXAMPLE
With- For All
For hold Except
USP REAL ESTATE Election of Directors
INVESTMENT TRUST
Gary A. Downing Patrick E. Falconio
Edwin L. Ingraham Samuel L. Kaplan
If you do not wish your shares voted "FOR" a particular nominee, mark the
"For All Except" box and strike a line through the nominee(s) name. Your
shares will be voted for the remaining nominee(s).
RECORD DATE SHARES:
In their discretion, the proxies are authorized to vote on other such
business as may properly come before the meeting.
Please be sure to sign and date this Proxy. Date:Mark box at right if
comments or address change have been noted on the reverse side of this
card.
Shareholder sign here Co-owner sign here
DETACH CARD
USP REAL ESTATE INVESTMENT TRUST
Dear Shareholder:
Please take note of the important information enclosed with this
Proxy Ballot. There are a number of issues related to the
management and operation of your Fund that require your immediate
attention and approval. These are discussed in detail in the
enclosed proxy materials.
Your vote counts, and you are strongly encouraged to exercise
your right to vote your shares.
Please mark the boxes on the proxy card to indicate how your
shares shall be voted. Then sign the card, detach it and return
your proxy vote in the enclosed postage paid envelope.
Your vote must be received prior to the Annual Meeting of
Shareholders, May 5, 1995.
Thank you in advance for your prompt consideration of these
matters.
Sincerely,
USP Real Estate Investment Trust