February 2017 Annual Meeting Notice INCLUDED

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February 2017 Annual Meeting Notice All Cove at Yarmouth Interval Owners are invited to attend the Annual Meeting of Owners on Saturday, April 1, 2017 10:00 a.m. at he Cove at Yarmouth 183 Main Street, W. Yarmouth, MA INCLUDED Notice of Election of Trustees Annual Meeting Agenda Give it a Name Contest Bonus Time Important Numbers Fixed Dates Changing Due to Week #53 Candidate Biographies 2016 Annual Meeting Minutes Proxy/Ballot See reverse side -1-

Notice of Election of Trustees You are hereby notified that the term of three (3) Trustees of he Cove at Yarmouth Condominium Trust are expiring. Trustees, Venita Amidon, Ingrid Dooling and Rodrigo Orozco-Silva, whose terms are expiring, are running for re-election along with various other candidates. Enclosed in this mailing you will find the names and biographies of those owners who wish to run for election to the Board of Trustees together with a Proxy/Ballot which we ask that you complete and return to reach us no later than March 30, 2017, by 5:00 p.m. ET if you will be unable to attend the meeting. If you do attend the meeting, you may cast your vote in person at that time. he Annual Meeting Announcement will be included in the next newsletter. 1. Enclosed with these instructions are the following election materials: *Candidate Biographies *Official Proxy/Ballot 2. hree Trustees will be elected for six year terms. A Proxy/Ballot marked for more than three candidates will be invalid. 3. he Proxy/Ballot must be signed by the Interval Owner. If there is more than one owner of the timeshare interval(s), only one of the owners should send a Proxy/Ballot and sign on behalf of all the owners of the timeshare interval(s). In such case, the several owners should decide among themselves who is to cast the Proxy/Ballot and sign on behalf of the several owners. 4. he Proxy/Ballot must be filled out in ink. If there is a need for an erasure, white-out or cross out, it must be initialed. he Proxy/Ballot may not be copied. If your Proxy/Ballot is misplaced, please call he Cove at Yarmouth at (508) 771-3666 for a replacement. 5. Proxy/Ballots must be received no later than March 30, 2017 by 5:00 p.m. ET. 6. Owners who own multiple intervals need only fill out one Proxy/Ballot for all intervals owned. he Proxy/Ballots will be tabulated according to your total beneficial interest based on the number of intervals owned. hank you for your participation in this important election process! ANNUAL HOMEOWNERS MEETING THE COVE AT YARMOUTH RESORT HOTEL OWNERS ASSOCIATION, INC. AND THE COVE AT YARMOUTH RESORT HOTEL CONDOMINIUM TRUST Saturday, April 1, 2017 10:00 a.m. at he Cove at Yarmouth, West Yarmouth, MA I. Welcome and Introductions... Marcia Moser, President/Board of Trustees II. Approval of Annual Meeting Minutes (04/02/16)... Rich Muller, Chief Operating Officer/VRI & TPI III. Board Elections... Rich Muller, Chief Operating Officer/VRI & TPI IV. Resort Operations..... Michael Edwards, Resort General Manager V. Financial Reports: A. 2016 Budget Recap and 2017 Budget...... Michael Edwards, Resort General Manager B. 2016 Reserve Expenditures..... Michael Edwards, Resort General Manager C. 2017 Planned Reserve Expenditures.... Michael Edwards, Resort General Manager VI. Industry Update...... Rich Muller, Chief Operating Officer/VRI & TPI VII. Election Results...Rich Muller, Chief Operating Officer/VRI & TPI VIII. Questions and Answers/Open Forum...... Board of Directors Resort Management Board of Trustees Vacation Resorts International (Management Company for he Cove at Yarmouth) IX. Adjournment -2-

Give it a Name Contest BONUS TIME BONANZA hat s right, from now until May 1, 2017, he Cove at Yarmouth rooms are available at the Bonus Time rate of $69.00 per night*, plus tax. $69.00 per night plus tax* For a limited time only, this ofer is also available to Family and Friends* Call Today! Call (508) 771-3666 and Dial 0 Managed by Vacation Resorts International Perfecting the Art of Hospitality *Reservations can only be made up to 45 days in advance and are based on resort availability. Some restrictions apply. With the anticipated completion of the Outdoor Pool Expansion Project early this summer, the Board of Trustees is seeking your input on the naming of our new outdoor amenity. Above you will see a rendering showing the expansion and transformation of the area. To submit an entry, go to www.coveatyarmouth.com and click on the color rendering. All entries must be received by March 20, 2017 and the winner will be announced at the April 1st Annual Meeting and receive a Complimentary 2-night stay at he Cove at Yarmouth. Vacation periods and holiday weekends have limited availability. Check us out on the Resort s website at: www.coveatyarmouth.com he Cove at Yarmouth and Vacation Resorts International (VRI) Services he Cove at Yarmouth (508) 771-3666 Fax (508) 771-9410 Business Hours 9:00 a.m. - 5:00 p.m. Website: www.coveatyarmouth.com Exchange Information RCI (877) 874-3334 RCI Points (877) 968-7476 II (800) 828-8200 Trading Places (800) 365-7617 Vacation Owner Services Assessment Billing & Collection (508) 771-3666 Reservations Bonus Time (508) 771-3666 Vacation Tyme (866) 469-8222 Rentals/VIP Reservations (866) 469-8222 Owner Availability (800) 228-2968 Still Need Assistance? VRI Corporate Services (508) 771-3399 VRI Fax (508) 775-6396 Important Numbers See reverse side -3- Fixed Dates Changing Due to Week #53 Attention all ixed time owners: since 2016 had 53 use weeks (which occurs every 5 years), your 2017 arrival date will be 5 days later than in 2016. Additionally, as a reminder, we will mail all ixed owner reservation conirmations by April 10th or you can view a current use week calendar on the resort s website.

*Venita Amidon Address: Taunton, MA Education: Secondary Education via Cambridge University; Accounting Certification via Oxford University; Massachusetts Real Estate License Qualifying Experience: Member of the Advisory Committee for over three years and I serve on the outdoor renovation committee. Over 25 years experience in Accounting and Financial Services with client and customer service experience. Objectives as Trustee: To continue the excellent work of the current Board of Trustees and look to improve wherever needed. I believe with my experience in finance and client service, I will be an asset to the Board. *Ingrid Dooling Address: Marstons Mills, MA 02648 Education: Graduated from Fitchburg High School; attended Fitchburg State University, Majored in Elementary Education. Qualifying Experience: entered the Real Estate field prior to entering the Vacation Ownership field in 1982. I have held Real Estate licenses in Vermont, Arizona and Massachusetts. I was appointed by the Board of Trustees to fill the seat of Richard Dick Deal after his passing in 2005. (Richard was my life partner for 23 years.) Have resided on Cape Cod since 1987. Objectives as Trustee: I would like to continue to serve the Cove owners and represent their best interest in maintaining The Cove at Yarmouth as the premier destination resort on Cape Cod. I have served as Secretary, and as a member of the Refurbishment Committee. My priorities still remain the same; to keep The Cove solvent and beautiful. Thank you for your consideration. *Rodrigo E. Orozco-Silva Home address: Cromwell, CT 06416 Education: 2 years college; Human Resources Certificate; Payroll Administrator Certificate, 21 years of service with the U.S. Army as Senior Personnel Sergeant; Soccer Official Assessor and Instructor. Qualifying Experience: Owner at The Cove at Yarmouth Home Owner Association since 1989. Trustee for the Home Owner Association 18 years (1998 - Present); Member of the Restaurant Committee, 8 years; the Outdoor Amenity Design Committee, 2016, and the Finance Committee, 3 years. Human Resources professional. Soccer official since 1995 for the United States Soccer Federation serving in CT under the Connecticut State Referee Program; Soccer official and Assigner for High Schools for the Central Connecticut Soccer Officials Association; Assessor and Instructor for Connecticut State Referee Program. Objectives as Trustee: To maintain The Cove at Yarmouth s distinction as the number one resort in the mid-cape area; maintain the highest standards of quality at the resort for the enjoyment of owners, guests and lessees, work closely with both resort in house management and the management company, Vacation Resorts International, to ensure the strong financial status of the resort continues and is further strengthened while keeping the maintenance fees affordable for all owners; and to represent the interests of all the home owners in the Association to ensure they continue to be the main focus of the Board of Trustee s business. Candidate Biographies * Indicates Incumbent -4- Elizabeth T. Bairos Address: Rochester, MA Education: *1982 Bachelor of Science degree in Computer Oriented Mathematics from Southeastern Massachusetts University (UMass Dartmouth). Qualifying Experience: *1995 Business Owner Avon Products Independent sales representative and leadership representative (mentoring others who want to start their own Avon business). *1997 Business Owner Decoflations Professional balloon décor and deliveries (certified balloon artist). *North End Business Association Member of Board of Directors and Secretary of Executive Board (liaison for community businesses). Objectives as Trustee: *My objectives as a Trustee will be to serve, on behalf of the Cove at Yarmouth owners, and to ensure success and prosperity of the Cove at Yarmouth. I will serve as a voice to help determine current and future policies, goals and development. Matthew LeBlanc Address: Blackstone, MA Education: Rhode Island College B.S. Accounting, B. S. Computer Information Systems. Qualifying Experience: 11 years of accounting and risk management experience. Objectives as Trustee: To ensure an adequate and balanced budget is maintained. Barry L. Lewis Address: West Yarmouth, MA Education: BS in Resort Management from Southeast Missouri State University; MBA in Hospitality & tourism Management, Johnson & Wales University. Qualifying Experience: 20 years of upper management and ownership in the hospitality & tourism field. Currently teach a customer service/hospitality continuing education class at Upper Cape Cod Regional Tech School. Objectives as Trustee: To ensure all guests have a legendary experience through higher customer service, guest satisfaction and a facility that meets all guests needs. Gregory Robert Noyes Address: Stoughton, MA Education: University of Massachusetts, North Dartmouth, MA. Class of 1988 BS MN. Qualifying Experience: Real Estate Broker with over 20 years experience. Objectives as Trustee: To help and serve the Cove at Yarmouth condominium Trust and other owners to help maintain the same great service, enjoyment and quality of ownership.

I. Welcome and Introductions Marcia Moser, President/Board of Trustees Mrs. Moser called the meeting to order at 10:05 a.m. and extended a warm Welcome to all owners present. Board members and resort management who were seated at the head table were introduced. Board of Trustees: Marcia Moser Malcolm MacPhail Erich Salomon Debora Jones ANNUAL HOMEOWNERS MEETING COVE AT YARMOUTH RESORT HOTEL OWNERS ASSOCIATION, INC. COVE AT YARMOUTH RESORT HOTEL CONDOMINIUM TRUST Ingrid Dooling Steven Fabrizio Paul Cavaliere Saturday, April 2, 2016 he Chamber provides area visitors with a map so that they can tour all the sites where the sculptures are located and participating businesses benefit from the exposure. his has become a very popular attraction and he Cove has participated each year. Sculptures are treated with adhesive to withstand the season and the crews that create them are very talented. his year s sculpture at he Cove was a Mermaid. Staffing: An organizational chart was displayed along with the number of employees by department. Michael announced that Front Desk Supervisor Erin Lee was recently promoted to Assistant General Manager. Absent: Alan Fletcher and Rodrigo Orozco-Silva Advisory Committee: Venita Amidon Vacation Resorts International and Resort Management: Rich Muller, Sr. VP Resort Operations/VRI Michael Edwards, General Manager II. APPROVAL OF ANNUAL MEETING MINUTES (03/28/15) Richard Muller, Sr. V.P of Resort Operations/VRI Rich informed the audience that a copy of the minutes of the Annual Owner s Meeting of March 28, 2015 was provided to everyone as they signed in today at the registration desk. A copy of the minutes is also available to any owner upon request. MOTION: Motion was made that the owners present waive the reading of the 2015 Annual Meeting minutes of the Cove at Yarmouth Hotel Owners Association, Inc. and the Cove at Yarmouth Resort Hotel Condominium Trust, and Furthermore, that the owners present also approve the 2015 Annual Meeting minutes of the Cove at Yarmouth Hotel Owners Association, Inc. and the Cove at Yarmouth Resort Hotel Condominium Trust as presented. Motion was duly seconded and approved unanimously. III. RESORT OPERATIONS Michael Edwards General Manager/Cove at Yarmouth Michael provided a detailed PowerPoint presentation which included the following topics: RCI ratings: remain consistently at Gold Crown level. Ownership statistics: he Cove is considered to be at near sell-out at 96% but the number of non-performing intervals has increased. Owner regular usage last year was 53%. Vacation Clubs own approximately 1,440 intervals and approximately 1,930 owners have joined the RCI Points program. Exchanging and renting continue to be popular use options. he Restaurant has been completely renovated and is soon to reopen under new management and will be called he Lot. Hosts Kevin Richards and Kathy Gianno have put together a creative menu. he Board had an opportunity to sample some of the featured menu items and agreed that owners will be impressed with the transformation and the quality of the food. he official opening is April 15 and owners are encouraged to visit soon. he entry sign has been redesigned and moved closer to 28. Owners may have noticed in the last newsletter that there was an opportunity to subscribe to receiving association communications via email. For those who did not notice the instructions, please visit www.cayoptin.com and register. he Board hopes to reduce expense by conserving printing and mailing costs. WiFi throughout the property has been significantly upgraded at a cost of $50,150. Owners should see a major improvement in connectivity and speed. Mission Statement: To provide all of our owners and guests with friendly, courteous service, responsible management and lasting vacation memories. For the last several years he Yarmouth Chamber has organized a Sand Sculpture attraction throughout the Town whereby professionally designed and constructed sand sculptures are created for participating businesses. See reverse side -5- he next major project and change coming to he Cove is a renovation and expansion of the outdoor pool area. Plans are underway to replace one of the outdoor tennis courts with a zero entry pool, hot tub, dining area, bar with seating for 14, three ire pits, and restrooms. An architect has been selected and the current target date for these new amenities is June 2017.

IV. FINANCIAL REPORTS: A. 2015 Budget Recap and 2016 Budget Michael Edwards, Resort General Manager Michael Edwards reported that maintenance fees were increased by a $1 for 2015 and again, only $1 for 2016. his year s per interval budgeted expenses are as follows: 2016 2015 Payroll 189.15 186.59 Operations 114.02 118.96 Administration 115.00 106.48 Fixed Expenses 29.26 29.26 Real Estate Taxes 9.13 9.90 Reserves 150.00 150.00 Total Expenses 606.56 601.19 Less other revenue (65.56) (61.19) Total Maintenance Fee $541.00 $540.00 B. 2015 Reserve Expenditure Michael Edwards, Resort General Manager Michael Edwards itemized the following 2015 Capital expenditures totaling $357,103 (12) Heat Pumps Stairwell Upgrades Bathroom Grout Sealing 43 and 32 LED TV s ihome Clock Radios TV Wall Mounts and DVD Players Refrigerators & Microwaves AV Upgrades for Conference Room and Lobby Walkways Kidde Pool Heater Chaise Lounge Chairs Racquet Sports Center Carpet & Paint Towel Tracker- Automated pool towel dispenser Tree Removal Indoor Pool Lighting Maintenance & Housekeeping Equipment C. 2016 Planned Reserve Expenditures Michael Edwards, Resort General Manager Michael Edwards provided a list of budgeted Reserve Expenses for 2016 at a projected case of $868,200 as follows: (12) Heat Pumps Stairwell Upgrades A3 Entrance & Stairs 43 and 32 LED TV s ihome Clock Radios TV Wall Mounts and DVD Players -6- Refrigerators & Microwaves Indoor Tennis Court Lighting LED Retrofit Outdoor Pool Heater Chaise Lounge Chairs Entrance Sign Glass Entry/Fire Doors Outdoor Pool expansion (explained above) New Fencing along east and west property lines Michael also reported that a three year unit renovation plan continues with 80 townhouses to be completed next month. All suites were renovated last year and the remaining townhouses will be finished by April 2017. Total cost of this latest refurbishment will be 3-3.3 million. Comments on the new décor have been among the most favorable of any previous renovation. V. INDUSTRY UPDATE Richard Muller, Sr. V.P of Resort Operations/VRI Rich Muller explained that industry trends as reported last year continue to be favorable but rather than discuss the industry, Rich took the opportunity to reminded veteran owners and explain to new owners about VRI and he Cove s history and relationship. he Cove, like many resorts that VRI has managed through the industry s early years experienced significant financial challenges. When Developer Malcolm MacPhail contacted VRI s owner, Roy Fraser, about providing management services, the Cove s future was uncertain. However, VRI had earned a reputation as a turnaround specialist and developed most of its best practices working with distressed Associations. Highly dedicated volunteer Board members stepped forward to serve, many of whom continue to do so today and the relationship that started in 1988 resulted in he Cove becoming the region s premier destination resort and VRI becoming the largest manager of independent timeshare resorts. Rich recognized Malcolm MacPhail whose vision became what he Cove is today and who continues to faithfully serve on the Board. VI. QUESTIONS AND ANSWERS / OPEN FORUM he Board and management entertained questions from the general ownership. Among other comments and questions discussion ensued about pool safety in light of the tragic drownings that occurred elsewhere in the town in 2014. here were questions about the restaurant and requests made for and extra chair and a shower handle in the Townhouse units, and luggage carts similar to those used in airports. VII. ADJOURNMENT here being no further business or questions from the audience the meeting was adjourned at 11:45 a.m.

he Cove at Yarmouth Condominium Trust PROXY/BALLOT he following owners have placed their name in nomination to run for election to the Board of Trustees of he Cove at Yarmouth Condominium Trust for a six year term beginning at the next Annual Meeting. Candidate biographies are included in this mailing. he undersigned hereby: Cast a vote below; OR Appoint in attendance at the meeting; OR who will be Appoint any current member of the Board of Trustees to act in my/our name, place and stead, as my/our Proxy for all matters coming before the Trust at its April 1, 2017 Annual Meeting, including voting for the following candidates running for the Board of Trustees: hree (3) Trustees will be elected for six (6) year terms. Vote for no more than three (3) candidates. *indicates incumbents *Venita Amidon *Ingrid Dooling *Rodrigo E. Orozco-Silva Elizabeth T. Bairos Matthew LeBlanc Barry L. Lewis Gregory Robert Noyes Please print name clearly: Signature: Date: No. of Intervals Owned: Only one owner needs to sign on behalf of all owners. Only one Proxy/Ballot needs to be returned for all intervals owned. Proxy/Ballot must be received no later than March 30, 2017 by 5:00 p.m. ET. IMPORTANT NOTE: In order to be valid and duly tabulated: Proxy/ballot must be marked in ink; not copied; erasures, cross-outs or white-outs must be initialed. Proxy/ballot must be marked for no more than three candidates. Proxy/ballot must be signed. Proxy/ballot must be received no later than March 30, 2017 by 5:00 p.m. ET. INSTRUCTIONS: Mailing in your Proxy/Ballot: Mail to address on reverse by placing your signed Proxy/Ballot in the envelope provided (see instructions on reverse). Voting Online: Go to www.cayvote.com

Fold Proxy form using the guideline below and insert using the enclosed return envelope. Please make sure the reply address shows through the window. Please disregard if you are voting online. AFFDADAATTAADTTTDTDTDAADFFFFFTFDADADTDFDDTTDDFFTATDDFTATTDDDDADFA Proxy Processing Center PO Box 8897 Coral Springs, FL 33075-8897