<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[X] Preliminary Proxy Statement
[_] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
Trust for Credit Unions
4900 Sears Tower
Chicago, Illinois 60606
- - - --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- - - --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(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.
[_] $125 per Item 22(a)(2) of Exchange Act Schedule 14A.
(1) Title of each class of securities to which transaction applies: N/A
(2) Aggregate number of securities to which transaction applies: N/A
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11: * N/A
(4) Proposed maximum aggregate value of transaction: N/A
* Set forth the amount on which the filing 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: N/A
(2) Form, Schedule or Registration Statement No.: N/A
(3) Filing Party: N/A
(4) Date Filed: N/A
Notes:
<PAGE>
PRELIMINARY COPY
----------------
TRUST FOR CREDIT UNIONS
______________, 1996
Dear Unitholder:
You are cordially invited to attend a Special Meeting of Unitholders of
Trust for Credit Unions (the "Trust") to be held on Monday, August 12, 1996 at
10:00 a.m., Chicago time, at the offices of Goldman, Sachs & Co., 4900 Sears
Tower, Chicago, Illinois 60606.
At this meeting unitholders will be asked to consider and take action on
the election of three Trustees and the ratification of the selection of the
Trust's accountants, Arthur Andersen LLP. In addition, unitholders of the Money
Market Portfolio will be asked to approve an amendment to that Portfolio's
fundamental investment restrictions. The formal Notice of Special Meeting of
Unitholders and the Proxy Statement setting forth in detail the matters to come
before the meeting are attached, and a form of Proxy is enclosed for you use
THE TRUSTEES HAVE UNANIMOUSLY APPROVED EACH OF THE MATTERS DESCRIBED IN THE
PROXY STATEMENT. WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, IT IS
IMPORTANT THAT YOUR UNITS BE REPRESENTED. THEREFORE, I URGE YOU TO VOTE FOR THE
NOMINEES FOR ELECTION AS TRUSTEES AND EACH OF THE OTHER PROPOSALS CONTAINED IN
THE PROXY. Your participation is important no matter how many or how few units
you own. If we do not receive your vote, the Trust may be required to send
further mailings to re-solicit votes.
Thank you for your support.
Sincerely,
_________________________________
President
<PAGE>
Trust for Credit Unions
4900 Sears Tower
Chicago, Illinois 60606
NOTICE OF SPECIAL MEETING OF UNITHOLDERS
To the Unitholders of
Trust for Credit Unions
A Special Meeting of Unitholders of Trust for Credit Unions (the "Trust"), a
Massachusetts business trust, consisting of the Money Market Portfolio,
Government Securities Portfolio, Mortgage Securities Portfolio, Target Maturity
Portfolio (Feb 97) and Target Maturity Portfolio (May 97) (the "Portfolios"),
will be held on August 12, 1996, at 10:00 a.m. (Chicago time) at the offices of
Goldman, Sachs & Co. located at 4900 Sears Tower, Chicago, Illinois 60606, for
the following purposes:
(1) To elect three Trustees of the Trust (with the Trust's eight
previously elected Trustees continuing in office);
(2) To ratify or reject the selection of Arthur Andersen LLP as
Independent Accountants of the Trust for the fiscal year ending August
31, 1996;
(3) To approve or disapprove:
For the Unitholders of Money Market Portfolio Only - a proposed
amendment to remove the Portfolio's fundamental investment restriction
to invest more than 25% of the value of its total assets in bank
obligations; and
(4) To transact such other business as may properly come before the
Meeting and any adjournment or adjournments thereof.
YOUR TRUSTEES UNANIMOUSLY RECOMMEND THAT YOU VOTE IN FAVOR OF ALL ITEMS.
Unitholders of record at the close of business on July 5, 1996 will be
entitled to vote at the meeting or at any adjournment or adjournments thereof.
It is important that you return your signed and dated Proxy Card promptly,
regardless of the size of your holdings, so that a quorum may be assured.
By Order of the Board of Trustees,
Michael J. Richman, Secretary
________________, 1996
Please complete, date and sign the Proxy Card for the units held by you and
return the Proxy Card in the envelope provided so that your vote can be
recorded. No postage is required if the envelope is mailed in the United
States. Your prompt return of your proxy or proxies may save the Trust the
necessity and expense of further solicitations. If you attend the meeting, you
may vote your units in person.
<PAGE>
Trust for Credit Unions
4900 Sears Tower
Chicago, Illinois 60606
- - - --------------------------------------------------------------------------------
PROXY STATEMENT
- - - --------------------------------------------------------------------------------
This Proxy Statement is furnished in connection with the solicitation of
proxies by and on behalf of the Board of Trustees of Trust for Credit Unions
(the "Trust") consisting of the Money Market Portfolio, Government Securities
Portfolio, Mortgage Securities Portfolio, Target Maturity Portfolio (Feb 97) and
Target Maturity Portfolio (May 97), to be used at a Special Meeting of
Unitholders of the Trust to be held at the offices of Goldman, Sachs & Co., 4900
Sears Tower, Chicago, Illinois 60606, on Monday, August 12, 1996, at 10:00 a.m.
Chicago time for the purposes set forth in the accompanying Notice of Meeting.
Such meeting and any adjournment thereof is referred to as the "Meeting."
Recordholders of units of beneficial interest of the Money Market
Portfolio, Government Securities Portfolio, Mortgage Securities Portfolio,
Target Maturity Portfolio (Feb 97) and Target Maturity Portfolio (May 97) at the
close of business on July 5, 1996 will be entitled to one vote per unit (and
proportionate fractional votes for fractional units) at the Meeting. On the
record date __________________ units of beneficial interest in the Money Market
Portfolio, _______ units of beneficial interest in the Government Securities
Portfolio, ________________ units of beneficial interest in the Mortgage
Securities Portfolio, _______________ units of beneficial interest in the
Target Maturity Portfolio (Feb 97) and _____________ units of beneficial
interest in the Target Maturity Portfolio (May 97) were outstanding and entitled
to be voted at the Meeting. The Money Market Portfolio, Government Securities
Portfolio, Mortgage Securities Portfolio, Target Maturity Portfolio (Feb 97) and
Target Maturity Portfolio (May 97) are sometimes referred to as the
"Portfolios."
The following table summarizes the proposals to be voted on at the Meeting
and indicates those unitholders who are being solicited with respect to each
proposal.
<TABLE>
Proposal Unitholders Solicited
-------- ---------------------
<S> <C>
1. Election of 3 Trustees. All Portfolios voting together in the
aggregate.
2. Ratification of the selection of
Arthur Andersen, LLP as independent All Portfolios voting together in the
accountant for the fiscal year aggregate.
ending August 31, 1996.
3. Approval of a proposed amendment Money Market Portfolio only voting on
to remove the Portfolio's separate portfolio basis.
fundamental investment restriction
to invest more than 25% of the value
of its total assets in bank
obligations.
</TABLE>
The Trust will furnish, without charge, copies of the Trust's August 31,
1995 Annual Unitholders Report and its February 29, 1996 Semi-Annual Unitholders
Report to any unitholder upon request addressed to Goldman, Sachs & Co., 4900
Sears Tower, Chicago, Illinois 60606 or by telephone at 800-342-5828.
This Proxy Statement and the form of Proxy are being first mailed to
unitholders on or about _______, 1996.
2
<PAGE>
PROPOSAL 1
----------
ELECTION OF TRUSTEES
BACKGROUND INFORMATION
As a general matter, the Trust does not hold annual or other meetings of
unitholders. This is because the Trust's Agreement and Declaration of Trust,
dated September 24, 1987, as amended (the "Trust Agreement"), provides for
unitholder voting only on certain matters. Included among these matters are (a)
the election or removal of one or more Trustees if a meeting is called for that
purpose, (b) matters concerning any contract as to which unitholder approval is
required by the Investment Company Act of 1940, as amended (the "1940 Act") and
(c) such additional matters relating to the Trust as may be required by the 1940
Act, the Trust Agreement, the By-Laws of the Trust, any registration of the
Trust with the Securities and Exchange Commission ("SEC") or any state, or as
the Trustees may consider necessary or desirable. With respect to (a) above,
the Trust Agreement provides that each Trustee serves until the next meeting of
unitholders, if any, called for the purpose of considering the election or re-
election of such Trustee or of a successor to such Trustee, and until the
qualification of his or her successor, if any, elected at such meeting, or until
such Trustee sooner dies, resigns, retires or is removed.
The Trust currently has ten Trustees, eight of whom were elected by the
unitholders in February 1989 and two of whom (Mr. Hanley and Mr. McNulty) were
appointed by the other Trustees on September 27, 1993 and January 15, 1996,
respectively, to fill vacancies arising upon the resignation of other Trustees.
In addition, the Board of Trustees has nominated a candidate (Ms. Hobbs) to
serve as an additional Trustee if elected by the unitholders at the meeting.
The 1940 Act provides that no person may serve as a Trustee unless elected
to that office by the unitholders, at an annual or special meeting duly called
for that purpose, except that vacancies occurring between such meetings may be
filled in any otherwise legal manner if immediately after filling any such
vacancy at least two-thirds of the Trustees then holding office shall have been
elected to office by the unitholders. In order to preserve the maximum
flexibility allowed to the Board of Trustees by the 1940 Act in filling future
vacancies, the Board has determined it is appropriate to submit to unitholder
vote the election of Messrs. Hanley and McNulty and Ms. Hobbs. Pursuant to the
requirement of the Trust's Declaration of Trust, the election of individuals as
Trustees by the unitholders of the Trust must be approved by a plurality of the
units of the Trust voted at the meeting.
It is the intention of the persons named in the accompanying Proxy to vote
at the Meeting FOR the election of each of the nominees named below unless
authority to vote for a nominee is withheld. If either of the nominees named
below is unavailable to serve as a Trustee, an event which the Trustees do not
now anticipate, the persons named in the accompanying Proxy may vote the proxies
for such other persons as they, in their discretion, choose. If the election of
any of the nominees is not approved by unitholders, the Board of Trustees will
reconsider his or her appointment to the Board.
3
<PAGE>
NOMINEES FOR TRUSTEE
Set forth below is certain information concerning these nominees for
Trustee.
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION(S)
NAME AND AGE DURING PAST 5 YEARS
- - - ------------ -----------------------
<S> <C>
Rudolf J. Hanley (52) Trustee and Chairman of the Trust;
Chief Executive Officer of Orange
County Federal Credit Union since
September 1982. Director of Credit
Union National Association from
November 1992 to September 1, 1995.
John P. McNulty (43)* Trustee of the Trust; General Partner
of Goldman, Sachs & Co., 1990 to 1994
and November 1995 to Present.
Co-Head of Goldman Sachs Asset
Management, November 1995 to Present;
[Elizabeth Hobbs Limited Partner, 1994 to November
- - - - information to follow] 1995.
</TABLE>
- - - ---------------------------
*Mr. McNulty is deemed to be an "interested person" of the Trust for purposes of
the 1940 Act because he is a partner of Goldman, Sachs & Co.
Other Trustees Continuing in Office
- - - -----------------------------------
Set forth below is information concerning the other Trustees of the Trust who
will continue in office. Unless otherwise noted, each of the Trustees has
engaged in the principal occupation listed in the following table for more than
five years, but not necessarily in the same capacity. Each of the following
persons has served as a Trustee of the Trust since December 1987.
4
<PAGE>
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION(S)
NAME AND AGE DURING PAST 5 YEARS
- - - ------------ -----------------------
<S> <C>
Gene R. Artemenko (67) Trustee of the Trust; Retired;
Formerly President and Treasurer of
the United Air Lines Employees'
Credit Union until June 1991.
James C. Barr (60) Trustee of the Trust; Chief Executive
Officer of the National Milk
Producers Federation since March 1985.
Edgar F. Callahan (67) Trustee of the Trust; President and
Chief Operating Officer of PATELCO
Credit Union since October 1987.
Robert M. Coen (56) Trustee and Vice Chairman of the
Trust; Professor of Economics,
Northwestern University.
John T. Collins (49)* Trustee of the Trust; Partner in the
law firm of Steptoe & Johnson since
January 1985.
Thomas S. Condit (54) Trustee of the Trust; President and
Chief Executive Officer of Craver,
Matthews, Smith & Co., Inc. (a direct
mail fund raising company) since June
1993; President and Chief Executive
Officer of the National Cooperative
Bank (a financial services company)
June 1983 to May 1993.
John L. Ostby (76) Trustee of the Trust; Attorney at Law
of John Ostby, Esq. since January
1991.
Wendell A. Sebastian (51)** Trustee and since June 24, 1996,
President of the Trust;President of
Callahan Financial Services, Inc.
beginning July 15, 1996; President of
GTE Federal Credit Union since
September 1991 until July 12, 1996;
Vice President of GTE Federal Credit
Union from April 1989 to September
1991.
</TABLE>
____________________________
* Mr. Collins is deemed to be an "interested person" of the Trust for purposes
of the 1940 Act because his law firm has provided legal services to Goldman,
Sachs & Co. during the last two fiscal years of the Trust.
** Mr. Sebastian is deemed to be an "interested person" of the Trust for
purposes of the 1940 Act because he serves as the Trust's President and as
President of Callahan Financial Services, Inc., the Trust's Co-distributor.
INFORMATION CONCERNING MEETINGS OF TRUSTEES AND COMMITTEES
A total of four meetings of the Trustees were held during the fiscal year
ended August 31, 1995. No Trustee attended fewer than seventy-five percent of
all meetings of the Board of Trustees and of any committee of which he was a
member held while he was a Trustee during such year.
The Trustees do not have a standing compensation or nominating committee.
On November 22, 1991 the Trustees appointed an Audit Committee, with Messrs.
Barr, Artemenko and Condit as its members. The Audit Committee's
responsibilities include the recommendation to the Board of the independent
accountants and a review of such accountant's reports prepared in connection
with each Portfolio's annual audit. There was one Audit Committee meeting held
for the fiscal year ended August 31, 1995.
5
<PAGE>
REMUNERATION OF TRUSTEES
Each of the Trustees (other than Messrs. Callahan, Sebastian and McNulty)
is compensated at the rate of $2,000 for each regular board meeting plus
reimbursement for each Trustees' out-of-pocket expenses. For the Trust's last
fiscal year ended August 31, 1995, the Trustees were paid a total of $58,000 in
compensation for these services.
The following table sets forth certain information with respect to the
compensation of each Trustee of the Trust for the fiscal year ended August 31,
1995.
<TABLE>
<CAPTION>
Total Compensation
Pension or Retire- From Goldman
Aggregate ment Benefits Ac- Sachs Mutual Funds
Compensation crued as Part of (Including the
Name of Trustees* From the Trust Trust's Expense Trust)**
- - - ----------------- -------------- ------------------ ------------------
<S> <C> <C> <C>
Gene R. Artemenko $8,000 -0- $8,000
James C. Barr $8,000 -0- $8,000
Edgar F. Callahan $0 -0- $0
Robert M. Coen $8,000 -0- $8,000
John T. Collins $8,000 -0- $8,000
Thomas S. Condit $8,000 -0- $8,000
Rudolph J. Hanley $8,000 -0- $8,000
John L. Otsby $8,000 -0- $8,000
Wendell A.
Sebastian $0 -0- $0
Lawrence Connell $2,000 -0- $2,000
</TABLE>
* Mr. McNulty did not serve as Trustee during the fiscal year ended August 31,
1995. Mr. Connell is a former Trustee who resigned during that period.
** The Goldman Sachs Mutual Funds consisted of 70 mutual funds, including six
series of the Trust, on August 31, 1995.
THE TRUSTEES RECOMMEND THAT THE UNITHOLDERS VOTE IN FAVOR OF EACH NOMINEE LISTED
- - - --------------------------------------------------------------------------------
ABOVE.
------
6
<PAGE>
PROPOSAL 2
----------
RATIFICATION OR REJECTION OF SELECTION OF
INDEPENDENT ACCOUNTANTS
Pursuant to the direction of the Trust's Board of Trustees and the
requirements of the 1940 Act, the ratification or rejection of the selection of
the independent accountants for the Trust's fiscal year ending August 31, 1996
is to be voted upon at the Meeting, and it is intended that the persons named in
the accompanying Proxy will vote for Arthur Andersen LLP, unless contrary
instructions are given. If the selection of the Trust's independent accountant
is not ratified by the unitholders at the Meeting, the Board will reconsider
such selection.
The Trust's financial statements for the fiscal year ended August 31, 1995
were audited by Arthur Andersen LLP. In connection with its audit, Arthur
Andersen LLP reviewed the Trust's annual report to unitholders and its filings
with the SEC. In addition to audit services, Arthur Andersen LLP prepares the
Trust's Federal and state tax returns, and provides consultation and assistance
on accounting, internal control and related matters.
At a meeting held October 2, 1995, the Trust's Board of Trustees
unanimously selected Arthur Andersen LLP as the Trust's independent accountants
for its current fiscal year ending August 31, 1996. In addition, at a meeting
held on January 15, 1996, the Audit Committee of the Board met with
representatives of Arthur Andersen LLP to review the services of the independent
accountants and the results of the audit of the Trust's financial statements for
the last fiscal year. The Audit Committee, in turn, reported on these matters
at a meeting of the Board of Trustees held the same day. A representative of
Arthur Andersen LLP is expected to be available at the Meeting by telephone
should any matter arise requiring consultation with the accountants, and the
accountants have been given the opportunity to make a statement if they so
desire.
THE TRUSTEES UNANIMOUSLY RECOMMEND THAT UNITHOLDERS VOTE "FOR" THE
------------------------------------------------------------------
RATIFICATION OF ARTHUR ANDERSEN LLP AS THE TRUST'S INDEPENDENT ACCOUNTANTS.
---------------------------------------------------------------------------
7
<PAGE>
PROPOSAL 3
----------
PROPOSED AMENDMENT TO FUNDAMENTAL INVESTMENT RESTRICTION
(MONEY MARKET PORTFOLIO ONLY)
At the Meeting, unitholders of the Money Market Portfolio will be asked to
approve an amendment to the Portfolio's fundamental investment restriction
regarding the concentration of investments in bank obligations. Pursuant to this
restriction, which was adopted in connection with the Portfolio's organization
in 1987, it is the Fund's intention that the Money Market Portfolio invest more
than 25% of the value of its total assets in bank obligations, except that if
adverse economic conditions prevail in the banking industry the Portfolio may,
for defensive purposes, temporarily invest less than 25% of the value of its
total assets in such obligations.
As revised, the Money Market Portfolio's investment restriction would no
longer provide that the Portfolio will invest at least 25% of its assets in bank
obligations, but rather would permit the Portfolio to invest more or less than
25% of its assets from time to time in instruments issued or guaranteed by banks
in accordance with the investment adviser's view of prevailing market, industry
and economic conditions. The investment adviser believes that this flexibility
is in the interests of the Portfolio and its unitholders since, in its view, the
obligations of other, non-bank issuers often present more attractive investment
opportunities, and the provisions of the existing investment restriction
potentially inhibit effective portfolio management. However, while the revised
investment restriction would generally provide greater latitude with respect to
the amount invested by the Portfolio in bank obligations, the revised investment
restriction would be potentially more restrictive than the Portfolio's current
restriction in one respect. Under the current pronouncements of the SEC Staff,
investments by the Money Market Portfolio in foreign branches of U.S. banks
would be limited under the revised (but not the current) investment restriction
to 25% of the Portfolio's total assets, unless the domestic parent is
unconditionally liable in the event that the foreign branch fails to pay on its
instruments for any reason.
UNITHOLDERS SHOULD NOTE THAT THE PROPOSED AMENDMENT TO THE PORTFOLIO'S
INVESTMENT RESTRICTION REGARDING THE CONCENTRATION OF INVESTMENTS IN BANK
OBLIGATIONS DOES NOT INVOLVE ANY CHANGE IN THE INVESTMENT OBJECTIVE OF THE
PORTFOLIO OR IN THE PORTFOLIO'S STATUS AS A MONEY MARKET MUTUAL FUND. IN
PARTICULAR, AFTER THE AMENDMENT THE MONEY MARKET PORTFOLIO WILL STILL BE
COMMITTED TO THE PURCHASE OF ONLY HIGH QUALITY MONEY MARKET INSTRUMENTS THAT ARE
AUTHORIZED UNDER THE FEDERAL CREDIT UNION ACT.
The Board of Trustees of the Trust recommends to unitholders that they
approve the proposal to amend the Portfolio's investment restriction. The
investment restriction is a fundamental policy which may be changed by the Money
Market Portfolio only with the approval of a majority of its outstanding units.
The Money Market Portfolio's revised fundamental investment restriction would
provide as follows:
The Trust may not invest the Money Market Portfolio in the instruments
of issuers conducting their principal business activity in the same
industry if immediately after such investment the value of the
Portfolio's investment in such industry would exceed 25% of the value
of its total assets; provided that there is no limitation with respect
to or arising out of investments in obligations issued or guaranteed
by the U.S. Government or its agencies or instrumentalities,
repurchase agreements by such Portfolio of securities collateralized
by such obligations or by cash, certificates of deposit, bankers'
acceptances, bank repurchase agreements and other obligations issued
or guaranteed by banks (except commercial paper).
Note: The current position of the staff of the SEC is that the
exclusion with respect to bank instruments referred to above may only
be applied to instruments of domestic banks. For this purpose, the
staff also takes the position that foreign branches of domestic banks
may, if certain conditions are met, be treated as domestic banks. The
Trust intends to consider only
8
<PAGE>
obligations of domestic banks (as construed to include foreign
branches of domestic banks to the extent they satisfy the above-
referenced conditions) to be within this exclusion until such time, if
ever, that the SEC staff modifies its position.
The proposed amendment to the Money Market Portfolio's fundamental
investment restriction was approved by the Board of Trustees at a meeting held
on March 25, 1996. Approval of the proposed amendment also requires the
affirmative vote of a majority of the Money Market Portfolio's outstanding units
as defined under the 1940 Act. The term "a majority of the outstanding units"
means the lesser of (i) 67% of the units of the Money Market Portfolio present
at the Meeting if the holders of more than 50% of the outstanding units of the
Portfolio are present in person or by proxy, or (ii) more than 50% of the
outstanding units of the Money Market Portfolio. Because unitholders of the
Government Securities Portfolio, Mortgage Securities Portfolio, Target Maturity
Portfolio (Feb 97) and Target Maturity Portfolio (May 97) are not affected by
the proposed amendment, unitholders of those Portfolios will not vote on this
proposal. If approved at the Meeting, the proposed amendment would become
effective immediately. If not approved, the Portfolio's current fundamental
investment restriction will continue in effect unchanged.
THE TRUSTEES UNANIMOUSLY RECOMMEND THAT UNITHOLDERS OF THE MONEY MARKET
-----------------------------------------------------------------------
PORTFOLIO VOTE "FOR" THE APPROVAL OF THIS PROPOSED AMENDMENT.
-------------------------------------------------------------
ADDITIONAL INFORMATION
OTHER BUSINESS
As of the date of this Proxy Statement, the Board of Trustees is not aware
that any matters are to be presented for action at the Meeting other than those
described above. Should other business properly be brought before the Meeting,
it is intended that the accompanying Proxy will be voted thereon in accordance
with the judgment of the persons named as proxies.
PROXIES AND VOTING AT THE MEETING
The enclosed Proxy is revocable by a unitholder at any time before it is
exercised by written notice to the Trust (addressed to the Secretary at the
Trust's principal executive offices), by executing a superseding proxy or by
attending the Meeting and voting in person. All valid proxies received prior to
the Meeting (including any adjournment thereof) will be voted at the Meeting.
Matters on which a choice has been provided will be voted as indicated on the
proxy and, if no instruction is given, the persons named as proxies will vote
the units represented thereby in favor of the matters set forth in each Proposal
and will use their best judgment in connection with the transaction of such
other business as may properly come before the Meeting.
In the event that at the time any session of the Meeting is called to order
a quorum is not present in person or by proxy, the persons named as proxies may
vote those proxies which have been received to adjourn the Meeting to a later
date. In the event that a quorum is present but sufficient votes in favor of
any of Proposals 1 through 3 have not been received, the persons named as
proxies may propose one or more adjournments of the Meeting to permit further
solicitation of proxies with respect to such proposal. Any such adjournment
will require the affirmative vote of a majority of the units of the Trust (or
the affected Portfolio) present in person or by proxy at the session of the
Meeting to be adjourned. The persons named as proxies will vote those proxies
which they are entitled to vote in favor of any such proposal in favor of such
an adjournment, and will vote those proxies required to be voted against any
such proposal against any such adjournment. A unitholder vote may be taken on
one or more of the proposals in this Proxy Statement prior to such adjournment
if sufficient votes for their approval have been received and it is otherwise
appropriate.
9
<PAGE>
A majority of the units entitled to vote shall be a quorum for the
transaction of business at a Unitholders' meeting, but any lesser number shall
be sufficient for adjournments. For purposes of determining the presence of a
quorum for transacting business at the Meeting, abstentions, but not broker
"non-votes" (that is, proxies from brokers or nominees indicating that such
persons have not received instructions from the beneficial owner or other
persons entitled to vote units on a particular matter with respect to which the
brokers or nominees do not have discretionary power), will be treated as units
that are present at the Meeting but which have not been voted. Abstentions and
broker "non-votes" will have the effect of a "no vote for purposes of obtaining
the requisite approval of Proposal 3.
OFFICERS
The following table sets forth information with respect to the executive
officers of the Trust who are not Trustees. Each officer is elected by the
Board of Trustees of the Trust. The President, Treasurer and Secretary each
serve until the next annual meeting of the Trustees and until his or her
successor is chosen and qualified or until his or her death, resignation,
removal or disqualification. Each of the other officers hold office at the
pleasure of the Trustees.
<TABLE>
<CAPTION>
NAME, POSITION, AGE AND PRINCIPAL OCCUPATION(S) DURING
TERM OF OFFICE PAST FIVE YEARS
- - - ----------------------- ------------------------------
<S> <C>
Charles W. Filson (51)......... Director and Vice President of Callahan
Vice President Financial Services, Inc. since March
1989 and Treasurer thereof since March 1987.
Nancy L. Mucker (46)........... Vice President, Goldman Sachs since April
Vice President 1985; Manager Shareholder Servicing of
GSAM since November 1989.
John W. Mosior (57)............ Vice President, Goldman Sachs; Manager,
Vice President Shareholder Servicing of GSAM since
November 1989.
Pauline Taylor (49)............ Vice President, Goldman Sachs; Co-Manager,
Vice President Shareholder Services of GSAM Funds
Group, since June, 1992.
Robert F. Deutsch (38)......... Vice President, Goldman Sachs since 1989.
Scott M. Gilman (36)........... Director, Mutual Fund Administration of
Treasurer GSAM since April 1994; Assistant
Treasurer of Goldman Sachs Funds
Management, Inc. since March 1993.
Vice President of Goldman Sachs since
March 1990. Formerly, Manager, Arthur
Andersen LLP
John Perlowski (31)............ Vice President, Goldman Sachs since
Assistant Treasurer July 1995; Director Investors Bank
and Trust from November 1993 to
July 1995; Audit Manager of Arthur
Andersen, LLP prior thereto.
Michael J. Richman (35)........ Associate General Counsel of GSAM
Secretary since February 1994. Assistant General
Counsel and Vice President of Goldman
Sachs; Counsel to the Funds Group of
GSAM since June 1992. Former-
</TABLE>
10
<PAGE>
<TABLE>
<S> <C>
ly, Partner of Hale and Dorr from
September 1991 to June 1992. Formerly,
Attorney-at-Law, Gaston & Snow from
September 1985 to September 1991.
Howard B. Surloff (30)......... Assistant General Counsel and Vice
Assistant Secretary President of Goldman Sachs, since November
1993 and May 1994, respectively. Counsel
to the Funds Group, GSAM since November
1993. Formerly, Associate of Shereff,
Friedman, Hoffman & Goodman.
Kaysie Uniacke (34)............ Vice President and Portfolio Manager,
Assistant Secretary GSAM since 1988.
Elizabeth Alexander (26)...... Junior Portfolio Manager, GSAM since.
Assistant Secretary Funds Trading Assistant, GSAM 1993-1995.
Formerly, Compliance Analyst, Prudential
Insurance, 1991 - 1993.
Steven Hartstein (32)......... Legal Products Analyst, Goldman Sachs
Assistant Secretary since June 1993. Funds Compliance Officer,
Citibank Global Asset Management, August
1991 to June 1993.
Deborah Robinson (24)......... Administrative Assistant, Goldman Sachs
Assistant Secretary since January 1994. Formerly at Cleary,
Gottlieb, Stein and Hamilton.
</TABLE>
Each officer (except Messrs. Filson) holds comparable positions with
certain other investment companies of which Goldman Sachs or an affiliate is the
investment adviser or distributor. As a result of the responsibilities assumed
by Goldman Sachs and the Trust's administrator, custodian and co-distributors,
the Trust itself requires no employees. The Trust's officers do not receive any
compensation from the Trust for serving as such.
BENEFICIAL OWNERS
The following table sets forth certain information concerning persons that
may be beneficial owners of 5% or more of the outstanding units of the Money
Market Portfolio, Government Securities Portfolio, Mortgage Securities
Portfolio, Target Maturity Portfolio (Feb 97) and Target Maturity Portfolio (May
97) as of July 5, 1996 because they possessed sole or shared investment or
voting power with respect to such units.
11
<PAGE>
MONEY MARKET PORTFOLIO NUMBER OF PERCENT OF TOTAL
NAME AND ADDRESS UNITS HELD UNITS OUTSTANDING
- - - ---------------------- ---------- -----------------
GOVERNMENT SECURITIES
PORTFOLIO NUMBER OF PERCENT OF TOTAL
NAME AND ADDRESS UNITS HELD UNITS OUTSTANDING
- - - -------------------- ---------- -----------------
MORTGAGE SECURITIES
PORTFOLIO NUMBER OF PERCENT OF TOTAL
NAME AND ADDRESS UNITS HELD UNITS OUTSTANDING
- - - ------------------- ---------- -----------------
TARGET MATURITY
PORTFOLIO (FEB 97) NUMBER OF PERCENT OF TOTAL
NAME AND ADDRESS UNITS HELD UNITS OUTSTANDING
- - - -------------------- ---------- -----------------
TARGET MATURITY
PORTFOLIO (MAY 97) NUMBER OF PERCENT OF TOTAL
NAME AND ADDRESS UNITS HELD UNITS OUTSTANDING
- - - -------------------- ---------- -----------------
12
<PAGE>
As of ________, 1996, Mr. Callahan, a Trustee of the Trust, shared
investment and voting power with respect to [INSERT NUMBERS OF UNITS] units of
beneficial interest in the [INSERT NAME(S) OF THE PARTICULAR FUND] that were
owned by Patelco Credit Union. On the same date, Mr. Hanley, a Trustee of the
Trust, shared investment and voting power with respect to [INSERT NUMBER OF
UNITS] units of beneficial interest in the [INSERT NAME(S) OF THE PARTICULAR
FUND] that were owned by Orange County Federal Credit Union. On the same date,
Mr. Sebastian, a Trustee of the Trust, shared investment and voting power with
the Investment Committee of GTE Federal Credit Union with respect to [INSERT
NUMBER OF UNITS] units of beneficial interest in the [INSERT NAME(S) OF THE
PARTICULAR FUND] which amounted to ___________%, ___________% and __________%
of the outstanding units of the respective portfolios.
CO-DISTRIBUTORS AND ADMINISTRATOR
Goldman Sachs and Callahan Financial Services, Inc. ("CFS"), which
maintains offices at 1001 Connecticut Avenue N.W., Suite 1022, Washington, D.C.
20036, serve as co-distributors of units of the Trust. CFS is an affiliate of
Callahan & Associates, Inc., a corporation organized under the laws of the
District of Columbia, and is the general partner of the Trust's administrator,
Callahan Credit Union Financial Services Limited Partnership ("CUFSLP"). In
their distribution agreements with the Trust, Goldman Sachs and CFS agree to
sell units of each Portfolio, but are not obligated to sell any certain number
of units. CUFSLP also maintains its offices at 1001 Connecticut Avenue N.W.,
Suite 1022, Washington, D.C. 20036. Patelco Credit Union and GTE Federal Credit
Union are limited partners of CUFSLP.
SUBMISSION OF UNITHOLDER PROPOSALS
Proposals of unitholders which are intended to be presented at a future
meeting of unitholders must be received by the Trust by a reasonable time prior
to the Trust's solicitation of proxies relating to such future meeting.
MANNER AND COST OF PROXY SOLICITATION
Each Portfolio will bear its allocable portion of proxy solicitation
expenses, including the cost of preparing, assembling and mailing materials used
in connection with the solicitation of proxies. The Portfolios will reimburse
brokers, nominees and similar record holders for their reasonable expenses
incurred in connection with forwarding proxy materials to beneficial holders.
In addition to the solicitation by use of the mails, certain officers and
employees at the Goldman Sachs administration and distribution unit assigned to
the Trust, as well as officers and employees of CUFSLP (the Trust's
administrator), none of whom will receive compensation for their services other
than their regular salaries, may solicit the return of proxies personally or by
telephone or telegraph.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY.
13
<PAGE>
TRUST FOR CREDIT UNIONS
THIS PROXY IS BEING SOLICITED ON BEHALF OF
THE BOARD OF TRUSTEES
TRUST FOR CREDIT UNIONS (MONEY MARKET PORTFOLIO)
PROXY FOR SPECIAL MEETING OF UNITHOLDERS TO BE HELD AUGUST 12, 1996
The undersigned hereby appoints Michael J. Richman, Nancy L. Mucker, Pauline
Taylor and John W. Mosior, and each of them, proxies of the undersigned, with
full power of substitution, to vote at the Special Meeting of Trust for Credit
Unions (the "Trust") to be held at the offices of Goldman, Sachs & Co. located
at 4900 Sears Tower, Chicago, Illinois 60606, on July 5, 1996, at 10:00 a.m.,
Chicago time, and at any adjournments thereof, all units of beneficial interest
in the Money Market Portfolio of the Trust that are held by the undersigned on
the record date for the meeting, upon the following matters:
1. ELECTION OF THREE TRUSTEES.
______ FOR both nominees listed below (except as marked to the contrary
below)
______ WITHHOLD AUTHORITY to vote for all nominees listed below
INSTRUCTION: To withhold authority to vote for either individual
nominee, strike a line through his/her name below:
RUDOLF J. HANLEY JOHN P. MCNULTY ELIZABETH HOBBS
2. Ratification of the selection of Arthur Andersen LLP as the Independent
Accountants of the Trust for the fiscal year ending August 31, 1996.
(CHECK ONE)
______ FOR ______ AGAINST ______ ABSTAIN
3. Approval of proposed amendment to remove the fundamental investment
restriction of the Money Market Portfolio that not less than 25% of the
value of the total assets of the Portfolio will be invested in bank
obligations. (CHECK ONE)
______ FOR ______ AGAINST ______ ABSTAIN
4. In the discretion of the proxies, on any other matters that may properly
come before the meeting or any adjournment or adjournments thereof.
EVERY PROPERLY SIGNED PROXY WILL BE VOTED IN THE MANNER SPECIFIED THEREON AND,
IN THE ABSENCE OF SPECIFICATION, WILL BE TREATED AS GRANTING AUTHORITY TO VOTE
FOR PROPOSALS 1 THROUGH 3 ABOVE.
PLEASE SIGN, DATE AND RETURN PROMPTLY
Receipt of Notice of Special Meeting and Proxy Statement is hereby acknowledged.
NAME:________________________________
BY:_________________________________ _________________________________
Signature TYPE OR PRINT NAME
Title:_______________________________ Dated:______________ , 1996
PLEASE SIGN THIS PROXY IN THE NAME OF THE PERSON HOLDING RECORD OWNERSHIP OF
YOUR UNITS OF TRUST FOR CREDIT UNIONS AS REFLECTED ON THE TRUST'S RECORDS AND
RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE. IF YOUR UNITS OF
TRUST FOR CREDIT UNIONS ARE HELD IN THE NAME OF A NOMINEE, THIS PROXY SHOULD BE
EXECUTED IN THE NAME OF SUCH NOMINEE.
14
<PAGE>
THIS PROXY IS BEING SOLICITED ON BEHALF OF
THE BOARD OF TRUSTEES
TRUST FOR CREDIT UNIONS
GOVERNMENT SECURITIES PORTFOLIO
MORTGAGE SECURITIES PORTFOLIO
TARGET MATURITY PORTFOLIO (FEB 97)
TARGET MATURITY PORTFOLIO (MAY 97)
PROXY FOR SPECIAL MEETING OF UNITHOLDERS TO BE HELD AUGUST 12, 1996
The undersigned hereby appoints Michael J. Richman, Nancy L. Mucker, Pauline
Taylor and John W. Mosior, and each of them, proxies of the undersigned, with
full power of substitution, to vote at the Special Meeting of Trust for Credit
Unions (the "Trust") to be held at the offices of Goldman, Sachs & Co. located
at 4900 Sears Tower, Chicago, Illinois 60606, on July 5, 1996, at 10:00 a.m.,
Chicago time, and at any adjournments thereof, all units of beneficial interest
in the Government Securities Portfolio, Mortgage Securities Portfolio, Target
Maturity Portfolio (Feb 97) and Target Maturity Portfolio (May 97) of the Trust
that are held by the undersigned on the record date for the meeting, upon the
following matters:
1. ELECTION OF THREE TRUSTEES.
______ FOR all nominees listed below (except as marked to the contrary
below)
______ WITHHOLD AUTHORITY to vote for both nominees listed below
INSTRUCTION: To withhold authority to vote for either individual
nominee, strike a line through his/her name below:
RUDOLF J. HANLEY JOHN P. MCNULTY ELIZABETH HOBBS
2. Ratification of the selection of Arthur Andersen LLP as the Independent
Accountants of the Trust for the fiscal year ending August 31, 1996.
(CHECK ONE)
______ FOR ______ AGAINST ______ ABSTAIN
3. In the discretion of the proxies, on any other matters that may properly
come before the meeting or any adjournment or adjournments thereof.
EVERY PROPERLY SIGNED PROXY WILL BE VOTED IN THE MANNER SPECIFIED THEREON AND,
IN THE ABSENCE OF SPECIFICATION, WILL BE TREATED AS GRANTING AUTHORITY TO VOTE
FOR PROPOSALS 1 AND 2 ABOVE.
PLEASE SIGN, DATE AND RETURN PROMPTLY
Receipt of Notice of Special Meeting and Proxy Statement is hereby acknowledged.
NAME:________________________________
BY:__________________________________ ____________________________________
Signature TYPE OR PRINT NAME
TITLE:_______________________________ DATED:________________, 1996
PLEASE SIGN THIS PROXY IN THE NAME OF THE PERSON HOLDING RECORD OWNERSHIP OF
YOUR UNITS OF TRUST FOR CREDIT UNIONS AS REFLECTED ON THE TRUST'S RECORDS AND
RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE. IF YOUR UNITS OF
TRUST FOR CREDIT UNIONS ARE HELD IN THE NAME OF A NOMINEE, THIS PROXY SHOULD BE
EXECUTED IN THE NAME OF SUCH NOMINEE.
15
