MANAGEMENT AND OPERATIONS

The Trust Managers are responsible for the management of the Trust and the conduct of its affairs. The day-to-day operations of the Trust are handled by FCA Corp, the "Manager" under a Management Agreement with the Trust described in the next section. The Trust Managers meet periodically to review the operations of the Trust with the Manager. The Trust Managers and executive officers of the Trust are required to devote only so much of their time to the Trust's affairs as is necessary or required for the effective conduct and operation of the Trust's business.

The "Unaffiliated Trust Managers" devote only a small portion of their time to the affairs of the Trust. However, affiliated Trust Managers, in their capacities as officers of the Trust, devote more of their time to the Trust's affairs. An unaffiliated Trust Manager is a person who is not affiliated directly or indirectly with the manager of the Trust by means of any ownership of, ownership interest in, employment by, any material business or professional relationship with, or serving as an officer or director of, the manager or of a business entity that is an affiliated person of the manager. 

A majority of the Trust Managers will be persons who are not Affiliates of the Manager. The Unaffiliated Trust Managers currently are Gary W. Noble, William N. Walterman and Donna Flowers. However, some of the Trust Managers may also be trust managers and/or officers of other entities some of which may be managed by FCA Corp.  The Trust has entered into an indemnification agreement with each of the Trust Managers, which basically affords them indemnification rights comparable to those of corporate directors under state corporation laws.

The Trust Managers are elected at annual meetings of shareholders and serve for one-year terms. Trust Managers are eligible for re-election and may resign at any time by giving written notice to the Trust. The Declaration of Trust provides that any Trust Manager may be removed at any time for cause by vote or consent of holders of a majority of the outstanding shares entitled to vote or by all remaining Trust Managers.

Trust Managers 

Gary W. Noble

Mr. Noble has an extensive background in Real Estate and Commercial Lending as well as bank operations. He has served as a Senior Vice President of Commercial Lending at BancorpSouth/Cadence and Texan Bank and has served as a Senior Vice President of Real Estate Lending at Central Bank and at Texas State Bank/BBVA. His community involvement includes Midtown Management District, Houston Livestock Show & Rodeo Lifetime Committeeman, and Memorial Drive United Methodist Church various leadership positions. Mr. Noble holds a BBA from the University of Houston.

Donna Flowers

Ms. Flowers has a comprehensive background in all aspects of banking. This includes compliance, real estate lending, operations and bank management. She has served as Senior Vice President for the past 20 plus years for 3 community banks in Texas and currently serves on the board of several community organizations in the Houston area.

William N. Walterman

Mr. Walterman has over 40 years' experience in the banking industry serving as a Senior Vice President of several local banks.  He has had responsibility for business development, marketing, and the management of commercial and consumer loan portfolios.  He has served on senior loan committees.  He has considerable supervisory roles in the development and management of loan processing operations.  His education includes a Master of Science in Economics from Texas A&M University.

Robert W. Scharar

Mr. Scharar, who resides in Houston, Texas, received a B.S.B.A. degree in business from the University of Florida in 1970, an M.B.A. degree in 1971 from Northeastern University, a J.D. from Northeastern University Law School in 1974, and an L.L.M. degree in Taxation from Boston University Law School in 1979. In 1975, he formed First Commonwealth Associates, a Texas partnership, which engaged in financial planning and advisory services. In 1981, the assets of First Commonwealth Associates were acquired by UST Financial Planning Company, Inc., a subsidiary of UST Corp. (a Massachusetts bank holding company), and Mr. Scharar served as President of that subsidiary. In 1983, Mr. Scharar founded FCA Corp ("FCA"), which acquired the Texas and Florida offices of UST Financial Planning Company, Inc. Mr. Scharar is President and a director of FCA and its parent company First Commonwealth Holdings Corporation. Since 1991, Mr. Scharar has served as President and Portfolio Manager of the Commonwealth International Series Trust. From 1992 through 1996, he served as director of South West Property Trust, Inc. ("SWP") and in 1997 when SWP merged into United Dominion Realty Trust, Inc. ("UDR"), he became a director of UDR until 2006. Mr. Scharar also currently serves as Trustee of Holly Mortgage Trust.

Mr. Scharar is an officer, director, and/or manager of the following entities that are not clients of FCA or a related entity:

 

  • Director/President, First Commonwealth Holdings Corp., from 09/1999 to present

  • Director, Blantyre Hotels Ltd. from 06/1999 to present

  • Director, NICO Holdings Ltd. from 2001 to present

Robert W. Scharar is an officer, director, and/or manager of the following entities that are clients of FCA or a related entity:

  • Africap, LLC

  • Commonwealth International Series Trust

  • Holly Mortgage Trust