<PAGE>
TRUST FOR CREDIT UNIONS
August 23, 1996
Dear TCU Investor:
As a Trust for Credit Unions investor, you are being 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 are being asked to approve an amendment to TCU MMP's
investment restrictions. The enclosed notice and proxy statement describe these
matters in detail.
A vote of unitholders is required in order to approve these actions. Therefore,
your participation is important no matter how many or how few units you own.
THE TRUSTEES HAVE UNANIMOUSLY APPROVED EACH OF THE MATTERS DESCRIBED IN THE
PROXY STATEMENT. I URGE YOU TO VOTE FOR THE NOMINEES FOR ELECTION AS TRUSTEES
AND EACH OF THE OTHER PROPOSALS CONTAINED IN THE PROXY.
Please submit your vote by returning the enclosed proxy cards, or by attending
the Special Meeting of Unitholders to be held on Monday, September 30, 1996 at
12:00 noon, Chicago time, at the offices of Goldman, Sachs & Co., 4900 Sears
Tower, Chicago, Illinois 60606.
I welcome your call to discuss these issues or any other comments or ideas you
may have regarding the Trust for Credit Unions. You may reach me at 800-237-
5678.
Sincerely,
Wendell A. Sebastian
President, Trust for Credit Union
<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 September 30, 1996, at 12:00 noon (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 years ending
August 31, 1996 and 1997;
(3) To approve or disapprove:
For the Unitholders of Money Market Portfolio Only - a proposed
amendment to remove the Portfolio's fundamental investment restriction
requiring it 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 August 16, 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
August 23, 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.
1
<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, September 30, 1996, at 12:00
noon Chicago time, for the purposes set forth in the accompanying Notice of
Meeting. Such meeting, including 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 August 16, 1996 will be entitled to one vote per unit (and
proportionate fractional votes for fractional units) at the Meeting. On the
record date, 450,997,400.170 units of beneficial interest of the Money Market
Portfolio, 55,078,084.794 units of beneficial interest of the Government
Securities Portfolio, 34,462,320.735 units of beneficial interest of the
Mortgage Securities Portfolio, 9,809,980.030 units of beneficial interest of the
Target Maturity Portfolio (Feb 97) and 6,350,000.000 units of beneficial
interest of 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>
<CAPTION>
Proposal Unitholders Solicited
-------- ---------------------
<S> <C>
1. Election of 3 Trustees. All Portfolios voting together in the aggregate.
2. Ratification of the selection of All Portfolios voting together in the aggregate.
Arthur Andersen, LLP as independent
accountants for the fiscal years
ending August 31, 1996 and 1997.
3. Approval of a proposed amendment Money Market Portfolio only voting on separate portfolio basis.
to remove the Portfolio's
fundamental investment restriction
requiring it 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 August 23, 1996.
1
<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 any 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 or nomination to the Board.
2
<PAGE>
TRUSTEE NOMINEES
Set forth below is certain information concerning the three Trustee
nominees.
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION(S)
NAME AND AGE DURING PAST 5 YEARS
- -------------------------------------- --------------------------------------
<S> <C>
Rudolf J. Hanley (53) 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;
Limited Partner of Goldman, Sachs &
Co., 1994 to November 1995.
Betty G. Hobbs (57) President and Chief Executive Officer
of Tennessee Teachers Credit Union
since 1967.
</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.
3
<PAGE>
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION(S)
NAME AND AGE DURING PAST 5 YEARS
- -------------------------------------- --------------------------------------
<S> <C>
Gene R. Artemenko (68) 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 (68) Trustee of the Trust; President and
Chief Operating Officer of PATELCO
Credit Union since October 1987.
Robert M. Coen (57) 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; Partner, New
Media Publishing, Inc. since January
1996; President and Chief Executive
Officer of Craver, Matthews, Smith &
Co., Inc. (a direct mail fund raising
company) June 1993 to January 1996;
President and Chief Executive Officer
of the National Cooperative Bank (a
financial services company) June 1983
to May 1993; various positions with
affiliated subsidiary corporations
June 1983 to Janauary 1992.
John L. Ostby (77) Trustee of the Trust; Attorney at Law
since 1948.
Wendell A. Sebastian (52)** Trustee of the Trust; President of
the Trust since July 1, 1996;
President of Callahan Financial
Services, Inc. beginning July 15,
1996; President of GTE Federal Credit
Union from September 1991 to July 15,
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, and four meetings of the Trustees have been held during
the fiscal year ending August 31, 1996. No Trustee except Mr. McNulty attended,
while he was a Trustee, fewer than seventy-five percent of all meetings of the
Board of Trustees and of any committee of which he was a member that were held
during each 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
during the fiscal year ended August 31, 1995, and one Audit Committee meeting
has been held during the fiscal year ending August 31, 1996.
4
<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 fiscal
year ended August 31, 1995, the Trustees were paid a total of $58,000, and for
their services in the fiscal year ending August 31, 1996, the Trustees have been
paid a total of $56,000 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 and the fiscal year ending August 31, 1996.
<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 Trustee* From the Trust Trust's Expense Trust)**
- ---------------- ------------------- ------------------- ------------------
FY 1995 FY1996 FY1995 FY1996 FY1995 FY1996
------- ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C>
Gene R. Artemenko $8,000 $8,000 -0- -0- $8,000 $8,000
James C. Barr $8,000 $8,000 -0- -0- $8,000 $8,000
Edgar F. Callahan $0 $0 -0- -0- $0 $0
Robert M. Coen $8,000 $8,000 -0- -0- $8,000 $8,000
John T. Collins $8,000 $8,000 -0- -0- $8,000 $8,000
Thomas S. Condit $8,000 $8,000 -0- -0- $8,000 $8,000
Rudolph J. Hanley $8,000 $8,000 -0- -0- $8,000 $8,000
John L. Otsby $8,000 $8,000 -0- -0- $8,000 $8,000
Wendell A.
Sebastian $0 $0 -0- -0- $0 $0
Lawrence Connell $2,000 $0 -0- -0- $2,000 $0
John P. McNulty $0 $0 -0- -0- $0 $0
</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. Ms.
Hobbs did not serve as Trustee during either of the fiscal years presented.
** The Goldman Sachs Mutual Funds consisted of 58 mutual funds, including
five series of the Trust, on August 24, 1996.
THE TRUSTEES RECOMMEND THAT THE UNITHOLDERS VOTE IN FAVOR OF EACH NOMINEE LISTED
- --------------------------------------------------------------------------------
ON PAGE 4.
----------
5
<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 years ending August 31, 1996
and 1997 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. It is expected that the
Board of Trustees will select Arthur Andersen LLP as the Trust's independent
accountants for the Trust's next fiscal year ending August 31, 1997 at a Board
of Trustees meeting to be held on September 30, 1996. 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.
---------------------------------------------------------------------------
6
<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. This
restriction, which was adopted in connection with the Portfolio's organization
in 1987, provides that the Money Market Portfolio will invest more than 25% of
the value of its total assets in bank obligations, except when adverse economic
conditions prevail in the banking industry.
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
7
<PAGE>
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 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 Money Market Portfolio's revised fundamental investment restriction
would delete the following language from the Portfolio's current restriction:
"Notwithstanding the foregoing, there is no limitation with respect to or
arising out of investments by the Money Market Portfolio in obligations issued
or guaranteed by U.S. banks, including obligations of foreign branches of U.S.
banks or U.S. branches of foreign banks. It is the intent of the Portfolio that
more than 25% of the value of its total assets will be invested 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 bank obligations".
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.
8
<PAGE>
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 and voting 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.
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 TERM OF OFFICE PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS
- -------------------------------------- ----------------------------------------------
<S> <C>
Charles W. Filson (51) ....................... Director and Vice President of Callahan Financial
Vice President, since November 30, 1988 Services, Inc. since March 1989 and Treasurer
thereof since March 1987.
Nancy L. Mucker (47) ......................... Vice President, Goldman, Sachs & Co. since April
Vice President, since November 30, 1988 1985; Manager Shareholder Servicing of GSAM
since November 1989.
</TABLE>
9
<PAGE>
<TABLE>
<S> <C>
John W. Mosior (57) .......................... Vice President, Goldman, Sachs & Co.; Manager,
Vice President, since November 30, 1988 Shareholder Servicing of GSAM since
November 1989.
Pauline Taylor (49) .......................... Vice President, Goldman, Sachs & Co.; Manager,
Vice President, since December 14, 1992 Shareholder Services of GSAM, since June,
1992.
Robert F. Deutsch (38) ....................... Vice President, Goldman, Sachs & Co. since 1989.
Vice President, since June 24, 1996
Scott M. Gilman (36) ......................... Director, Mutual Fund Administration of GSAM
Treasurer, since December 14, 1992 since April 1994; Assistant Treasurer of
Goldman Sachs Funds Management, Inc. since
March 1993. Vice President of Goldman,
Sachs & Co. since March 1990. Formerly,
Manager, Arthur Andersen LLP.
John Perlowski (31) .......................... Vice President, Goldman, Sachs & Co. since
Assistant Treasurer, since June 24, 1996 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 since
Secretary, since December 14, 1992 February 1994. Assistant General Counsel
and Vice President of Goldman, Sachs &
Co.; Counsel to the Funds Group of GSAM
since June 1992. Formerly, 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 (31) ....................... Assistant General Counsel and Vice President
Assistant Secretary, since December 13, 1993 of Goldman, Sachs & Co., since November 1993
and May 1994, respectively. Counsel to the
Funds Group of GSAM since November 1993.
Formerly, Associate of Shereff, Friedman,
Hoffman & Goodman.
Kaysie Uniacke (35) .......................... Vice President and Senior Portfolio Manager,
Assistant Secretary, since March 20, 1995 GSAM since 1988.
Elizabeth Alexander (26) ..................... Portfolio Manager, GSAM since April 1996. Junior
Assistant Secretary, since March 20, 1995 Portfolio Manager, GSAM 1995-1996, Funds
Trading Assistant, GSAM 1993-1995. Formerly,
Compliance Analyst, Prudential Insurance,
1991 -1993.
Steven Hartstein (32) ........................ Legal Products Analyst, Goldman, Sachs & Co. since
Assistant Secretary, since March 20, 1995 June 1993. Funds Compliance Officer, Citibank
Global Asset Management, August 1991 to
June 1993.
</TABLE>
10
<PAGE>
<TABLE>
<S> <C>
Deborah Robinson (25) ........................ Administrative Assistant, Goldman, Sachs & Co.
Assistant Secretary, since March 25, 1996 since January 1996; Secretary, Goldman, Sachs &
Co. January 1994 to January 1996. Formerly at
Cleary, Gottlieb, Stein and Hamilton.
</TABLE>
Each officer (except Mr. Filson) holds comparable positions with certain
other investment companies of which Goldman, Sachs & Co. or an affiliate is the
investment adviser or distributor. As a result of the responsibilities assumed
by Goldman, Sachs & Co. 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 August 16, 1996 because they possessed sole or shared investment or
voting power with respect to such units.
<TABLE>
<CAPTION>
MONEY MARKET PORTFOLIO NUMBER OF PERCENT OF TOTAL
NAME AND ADDRESS UNITS HELD UNITS OUTSTANDING
- ------------------------------------- ------------- ------------------
<S> <C> <C>
Tulsa Federal Employee Credit Union 30,060,384.08 6.67%
P.O. Box 267
Tulsa, OK 74101
</TABLE>
<TABLE>
<CAPTION>
GOVERNMENT SECURITIES
PORTFOLIO NUMBER OF PERCENT OF TOTAL
NAME AND ADDRESS UNITS HELD UNITS OUTSTANDING
- ------------------------------------- ------------- -----------------
<S> <C> <C>
APCO Employee Credit Union 3,002,005.042 5.45%
1608 7th Avenue N.
Birmingham, AL 35203
Boeing Employee Credit Union 4,014,452.027 7.29%
12770 Gateway Drive
Tukwila, WA 98124
Patelco Credit Union 8,161,255.761 14.82%
156 Second Street
San Francisco, CA 94105
</TABLE>
<TABLE>
<CAPTION>
MORTGAGE SECURITIES
PORTFOLIO NUMBER OF PERCENT OF TOTAL
NAME AND ADDRESS UNITS HELD UNITS OUTSTANDING
- ------------------------------------- ------------- -----------------
<S> <C> <C>
Eastern Financial Federal 1,991,473.329 5.78%
Credit Union
700 S. Royal Poinciana Blvd.
Miami Springs, FL 33166
</TABLE>
11
<PAGE>
<TABLE>
<S> <C> <C>
First Technology Federal 4,466,473.746 12.96%
Credit Union
3855 SW 153rd Drive
Beaverton, OR 97006
Orange County Teachers 2,000,217.758 5.80%
Federal Credit Union
P.O. Box 11547
Santa Ana, CA 92711
Patelco Credit Union 6,076,941.797 17.63%
156 Second Street
San Francisco, CA 94105
</TABLE>
<TABLE>
<CAPTION>
TARGET MATURITY
PORTFOLIO (FEB 97) NUMBER OF PERCENT OF TOTAL
NAME AND ADDRESS UNITS HELD UNITS OUTSTANDING
- ------------------------------------- ------------- -----------------
<S> <C> <C>
Capital Corp Federal 500,000.000 5.10%
Credit Union
4807 Spice Wood Springs
Suite 5100
Austin, TX 78759
Citizens Equity Federal 700,000.000 7.14%
Credit Union
5700 N. Middle Road
Peoria, IL 61607
Eastern Financial Federal 500,000.000 5.10%
Credit Union
700 S. Royal Poinciana Blvd.
Miami Springs, FL 33166
Hudson Valley Federal 500,000.000 5.10%
Credit Union
P.O. Box 1750
Poughkeepsie, NY 1206-0750
Langley Federal Credit Union 500,000.000 5.10%
1055 West Mercury Blvd.
Box 7463
Hampton, VA 23666
Orange County Teachers 1,700,000.000 17.33%
Federal Credit Union
P.O. Box 11547
Santa Ana, CA 92711
Patelco Credit Union 2,000,000.000 20.39%
156 Second Street
San Francisco, CA 94105
</TABLE>
12
<PAGE>
<TABLE>
<CAPTION>
TARGET MATURITY
PORTFOLIO (MAY 97) NUMBER OF PERCENT OF TOTAL
NAME AND ADDRESS UNITS HELD UNITS OUTSTANDING
- ------------------------------- ----------- ------------------
<S> <C> <C>
Boeing Employee Credit Union 500,000.000 7.87%
127700 Gateway Drive
Tukwila, WA 98124
Dearborn Federal Credit Union 600,000.000 9.45%
400 Town Center Drive
Dearborn, MI 48126
Eastern Financial Federal 500,000.000 7.87%
Credit Union
700 S. Royal Poinciana Blvd.
Miami Springs, FL 33166
Langley Federal Credit Union 500,000.000 7.87%
1055 West Mercury Blvd
P.O. Box 7463
Hampton, VA 23666
Orange County Teachers 500,000.000 7.87%
Federal Credit Union
P.O. Box 11547
Santa Ana, CA 92711
Patelco Credit Union 500,000.000 7.87%
156 Second Street
San Francisco, CA 94105
Space Coast Credit Union 900,000.000 14.17%
P.O. Box 2470
Melbourne, FL 32902
Visions Federal Credit Union 400,000.000 6.30%
One Credit Union Plaza
24 McKinley Ave
Endicott, NY 13760
</TABLE>
13
<PAGE>
As of August 16, 1996, Mr. Callahan, a Trustee of the Trust, shared
investment and voting power with respect to 8,161,255.761 units of beneficial
interest in the Government Securities Portfolio, which amounted to 14.82% of the
outstanding units, 6,076,941.797 units of beneficial interest in the Mortgage
Securities Portfolio, which amounted to 17.63% of the outstanding units,
2,000,000.000 units of beneficial interest in the Target Maturity Portfolio (Feb
97), which amounted to 20.39% of the outstanding units, 11,019,943.980 units of
beneficial interest in the Money Market Portfolio, which amounted to 2.44% of
the outstanding units, and 500,000.000 units of beneficial interest in the
Target Maturity Portfolio (May 97), which amounted to 7.87% of the outstanding
units, 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
2,000,217.758 units of beneficial interest in the Mortgage Securities Portfolio,
which amounted to 5.80% of the outstanding units, 1,700,000.000 units of
beneficial interest in the Target Maturity Portfolio (Feb 97), which amounted to
17.33% of the outstanding units, 2,509,404.658 units of beneficial interest in
the Government Securities Portfolio, which amounted to 4.55% of the outstanding
units, 19,310,000.000 units of beneficial interest in the Money Market
Portfolio, which amounted to 4.28% of the outstanding units, and 500,000.000
units of beneficial interest in the Target Maturity Portfolio (May 97), which
amounted to 7.87% of the outstanding units, that were owned by Orange County
Teachers Federal Credit Union. On the same date, Ms. Hobbs, a nominee for
Trustee of the Trust, had investment and voting power with respect to
397,350.541 units of beneficial interest in the Government Securities Portfolio,
which amounted to .721% of the outstanding units, and 3,000,000.000 units of
beneficial interest in the Money Market Portfolio, which amounted to .665% of
the outstanding units, that were owned by Tennessee Teachers Credit Union. On
the same date, Mr. Filson, an officer of the Trust, had investment and voting
power with respect to 28,651.932 units of beneficial interest in the Government
Securities Portfolio, which amounted to .052% of the outstanding units,
1,095,856.550 units of beneficial interest in the Money Market Portfolio, which
amounted to .243% of the outstanding units, and 157,505.524 units of beneficial
interest in the Mortgage Securities Portfolio, which amounted to .428% of the
outstanding units, that were owned by Callahan Credit Union Financial Services
Limited Partnership; and 46,939.030 units of beneficial interest in the
Government Securities Portfolio, which amounted to .010% of the outstanding
units, and 31,443.756 units of beneficial interest in the Mortgage Securities
Portfolio, which amounted to .091% of the outstanding units, that were owned by
Callahan & Associates, Inc.; and 294,433.640 units of beneficial interest in the
Money Market Portfolio, which amounted to .065%, of the outstanding units, that
were owned by Callahan Financial Services, Inc.
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, Tennessee Teachers
Credit Union and Orange County Federal Credit Union are limited partners of
CUFSLP.
TRANSACTIONS WITH INVESTMENT ADVISER
Pursuant to an SEC exemptive order, during the period from August 1995 to May
31, 1996, the Trust's Money Market Portfolio entered into certain securities
transactions with Goldman, Sachs & Co., and its affiliate, Goldman Sachs Money
Markets, L.P. These transactions involved short-term repurchase transactions by
the Money Market Portfolio in an approximate aggregate purchase amount for this
22-month period of $948 million. In addition, the Money Market Portfolio
purchased a par $15 million bank note issued by First of America Bank Illinois
for $15,002,127.02.
14
<PAGE>
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.
15
<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 SEPTEMBER 30, 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 September 30, 1996, at 12:00
noon, 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 all 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 any individual nominee,
strike a line through his/her name below:
RUDOLF J. HANLEY JOHN P. MCNULTY BETTY G. HOBBS
2. Ratification of the selection of Arthur Andersen LLP as the Independent
Accountants of the Trust for the fiscal years ending August 31, 1996 and
1997. (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.
<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 SEPTEMBER 30, 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 September 30, 1996, at 12:00
noon, 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 all nominees listed below
INSTRUCTION: To withhold authority to vote for any individual
nominee, strike a line through his/her name below:
RUDOLF J. HANLEY JOHN P. MCNULTY BETTY G. HOBBS
2. Ratification of the selection of Arthur Andersen LLP as the Independent
Accountants of the Trust for the fiscal years ending August 31, 1996 and
1997. (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.
