2025-10-07T09:30:29-05:00 2024-12-31 010494526 Baker Newman & Noyes PO Box 507 Portland ME 04112 990 2024-01-01 020366556 Havenwood-Heritage Heights Trust Fund HAVE 6032245363 33 Christian Avenue Concord NH 033016128 Tracy J Judd VP/CFO 6032291168 2025-10-03 1 0 Connor Smart P02285543 2078792100 2025-10-03 2024 2025-03-06 01:10:19Z Michael A Palmieri 33 Christian Avenue Concord NH 033016128 19843840 0 X N/A X 1982 NH Provide financial support to the United Church of Christ Retirement Community Inc. and its residents. 7 6 0 6 0 0 13424 8526 0 0 808483 2726166 0 0 821907 2734692 682525 415537 0 0 0 0 0 0 15000 222166 214547 904691 630084 -82784 2104608 29724202 32213395 149068 148732 29575134 32064663 To provide financial support to the United Church of Christ Retirement Community and its residents. 0 0 417337 415537 0 To provide financial support to the United Church of Christ Retirement Community. 417337 1 0 0 0 0 0 0 0 0 1 0 1 0 0 1 1 1 0 0 0 0 0 0 0 0 0 0 1 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 1 0 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 X 7 6 0 0 0 0 0 0 0 1 1 0 0 1 1 1 1 1 1 0 0 0 NH X Tracy J Judd VPCFO 6032291168 33 Christian Avenue Concord NH 033016128 X Michael A Palmieri CEO UCCRC President/CEO, Ex Officio 1.00 39.00 X X 0 327476 48803 Edward R MacKay Trustee 0.50 0.00 X 0 0 0 Mary W McLaughlin Trustee 0.50 0.00 X 0 0 0 Lisa Snow Wade Trustee 0.50 1.00 X 0 0 0 John Udaloy Trustee 0.50 1.00 X 0 0 0 Gary Woods Trustee 0.50 0.00 X 0 0 0 Douglas S Hatfield Chairman 0.50 0.00 X X 0 0 0 Tracy J Judd VP/CFO UCCRC 1.00 39.00 X 0 168884 6546 0 496360 55349 0 0 1 0 0 3434 5092 8526 665822 665822 19169492 17109148 2060344 2060344 2060344 2734692 0 0 2726166 415537 415537 75000 60000 15000 16790 16790 120882 120882 Payments to annuitants 1800 1800 State filing fees 75 75 630084 417337 197747 15000 36038 111230 162828 677050 57606 28728 0 7899807 23807623 20387371 5347700 2795794 312407 313415 29724202 32213395 26519 24587 122549 124145 149068 148732 X 9337014 10326615 20238120 21738048 29575134 32064663 29724202 32213395 X 2104608 383913 1008 X X 0 1 X 1 0 X X 1 United Church of Christ Retirement Community Inc 020280183 10 1 415537 8500000 1 415537 8500000 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 Part IV, Section C, Question 1: The management of the supporting organization is performed by the Chief Executive Officer and the Chief Financial Officer of the supported Organization. Form 990, Schedule A, Part IV, Section A, 11a: In its 2024 tax year, Havenwood-Heritage Heights Trust Fund received and accepted contributions from two of its board members. Douglas Hatfield, Chairman of the Board of Trustees, contributed $1,040 to the Trust in 2024; and Michael Palmieri, the Organization's President & CEO, donated $100 to the Trust in 2024. Section 509(f)(2) prohibits Type I and Type III supporting organizations from accepting a gift or contribution from certain persons associated with a supported organization of such supporting organization. Havenwood-Heritage Heights Trust Fund is a Type II supporting organization, and is thus exempt from this Section 509(f)(2) regulation. Therefore, the information concerning contributions received from trustees is being provided primarily for transparency purposes. Form 990, Schedule A, Part 1, Line 12g(vi), Other Support: On February 8, 2024, the Trust Fund entered into a construction loan agreement with the United Church of Christ Retirement Community, Inc. (the Community) to provide for a construction loan in an amount up to $8,500,000. The Community has used the loan proceeds for the redevelopment of the south end of the Community's Heritage Heights campus. As of December 31, 2024, the Community had drawn $7,899,807 under the construction loan agreement. The outstanding balance on this loan as of the end of this tax year ($7,899,807) has been reported on this Form 990, Part X, Line 7, Notes Receivable, and the original loan principal provided ($8,500,000) has been reported on this Form 990, Schedule A, Part 1, Line 12g(vi) as Other Support provided to the Trust Fund's supported organization. Additionally, on January 30, 2024, the Trust Fund entered into a guaranty agreement with Citizens Bank, N.A. (Citizens) to guaranty various loans and revenue bond issuances between Citizens and the Community. The original aggregate principal amount of the guaranty totaled $48,386,000. On April 23, 2024, the Community refinanced its existing bond issuances with Citizens totaling $27,600,584. As of December 31, 2024, the Community had outstanding principal balances associated with the guarantee agreement totaling $27,293,451. Under the guaranty agreement, the Trust Fund is permitted to use the income earned on its assets in the normal course of its operations, provided that, no portion of the principal balance of assets defined as $20,819,676 shall be used without prior written consent of Citizens. During this tax year, the Trust Fund has not been required to remit any actual payments or funds to Citizens or the Community regarding this guaranty, and so no amounts related to this agreement have been included on this Form 990, Schedule A, Part 1, Line 12g(vi). However, as providing this guaranty supports the Community in its ability to further its exempt, charitable purpose, this arrangement has still been disclosed in these Schedule A footnotes as an item of Other Support offered to the Trust's supported organization. 29575136 8526 2990206 417337 91868 32064663 26244208 13424 4098271 684086 96681 29575136 29824314 12798 -3005016 489873 98015 26244208 25742960 13862 4702239 539955 94792 29824314 23125493 4240 3417231 707786 96218 25742960 0.32206 0.03966 0.63828 0 0 0 Corporate bonds 809044 F Government and agency bonds 1986750 F 2795794 Due to affiliate 124145 124145 X 2998731 383913 1008 384921 2613810 120882 120882 2734692 509202 0 509202 120882 120882 630084 Part V, Line 4: The endowment funds are used to provide financial support to the United Church of Christ Retirement Community Inc. (d/b/a Havenwood-Heritage Heights) and its residents. Part X, Line 2: The Internal Revenue Service determined that the Trust Fund is a publicly-supported charity under Internal Revenue Code Section 501(c)(3) and, therefore, not subject to federal income taxes or federal excise taxes imposed upon private foundations. Tax-exempt organizations could be required to record an obligation for income taxes as the result of a tax position they have historically taken on various tax exposure items including unrelated business income or tax status. In accordance with accounting principles generally accepted in the United States of America, assets and liabilities are established for uncertain tax positions taken or positions expected to be taken in income tax returns when such positions are judged to not meet the "more-likely-than-not" threshold, based upon the technical merits of the position. Estimated interest and penalties, if applicable, related to uncertain tax positions are included as a component of income tax expense. Management has evaluated the Trust Fund's tax positions taken on its filed tax returns and concluded that the Trust Fund has maintained its tax-exempt status, does not have any significant unrelated business income and has taken no uncertain tax positions that require adjustment to the financial statements. Part XI, Line 2d - Other Adjustments: Change in value (loss) of beneficial interest in trust 1,008. 1 United Church of Christ Retirement Community Inc 33 Christian Avenue Concord NH 03301 020280183 501(c)(3) 415537 0 Support of residents and the Community 1 0 Part I, Line 2: The Havenwood-Heritage Heights Trust Fund (the Trust Fund) was established on August 16, 1982 for the purpose of meeting the minimum needs of residents of the United Church of Christ Retirement Community, Inc. (the Community) and for general support of the Community. Requests for funds from the Trust Fund are made by the Board of Trustees of the Community (the Community Board) and payment is made at the discretion of the Trustees of the Trust Fund. The Trustees of the Trust Fund elect their own members and may include members of the Community Board or others designated by the Community. A majority of the Board must be independent of the Community. 0 0 0 0 0 0 0 0 0 Michael A Palmieri CEO UCCRC President/CEO, Ex Officio 0 280288 0 15000 0 32188 0 11592 0 37211 0 376279 0 0 Tracy J Judd VP/CFO UCCRC 0 163642 0 0 0 5242 0 6546 0 0 0 175430 0 0 Part I, Line 3 Havenwood-Heritage Heights Trust Fund has no employees and relies upon the employees of the related organization, the United Church of Christ Retirement Community, Inc. (UCCRC) to perform the day-to-day operations on behalf of the Trust Fund. The URCCRC utilizes various tools, such as a written employment contract and compensation surveys, to establish the compensation of the President/CEO. The Executive Committee of the URCCRC Inc. reviews and approves the compensation for the President/CEO. Form 990, Part VI, Section B, line 11b An electronic copy of the Form 990 and suporting schedules is sent to the Trust Fund board members prior to filing with the IRS. Form 990, Part VI, Section B, line 12c The Trust Fund Committee meets on a quarterly basis. Any potential conflicts of interest are disclosed at these meetings, or committee members advise the Chairman of the Trustees on an individual basis. Form 990, Part VI, Section C, line 19 Copies of the governing documents, conflict of interest policy, and financial statements are kept by the Chairman of the HHH Trust Fund Committee, and by the President/CEO and Vice President/CFO of UCCRC, Inc. Requests for copies can be sent to these individuals. The audited financial statements are also posted on the following website: www.hhhinfo.com. Form 990, Part VII, Section A, Column E The 2024 compensation reported for Michael Palmieri and Tracy Judd was paid by the United Church of Christ Retirement Community, Inc. (d/b/a Havenwood-Heritage Heights) for their services as full-time executives. Mr. Palmieri and Ms. Judd each worked each worked an average of 40 hours per week, of which an average of 1 hour per week was was dedicated to Havenwood-Heritage Heights Trust Fund. Form 990, Part XI, line 9: Change in value of beneficial interest in trust 1,008. Form 990, Part XII, Line 2c: The Trust Fund Committee is responsible for the oversight of the audit and selection of an independent accountant. The procedure has not changed from the prior year, and the same accountants performed the audits for 2023 and 2024. United Church of Christ Retirement Community Inc dba Havenwood-Heritage Ht 33 Christian Avenue Concord NH 03301 020280183 Retirement community NH 501(c)(3) Line 10 N/A 0 Charitable Remainder Trust (1) c/o TD Wealth 12000 Horizon Way Mount Laurel NJ 08054 Beneficiary distributions NJ N/A T 0 0 1 1 1 1 0 0 0 0 0 0 0 0 0 0 1 0 1 1