Table of Contents








(RULE 14a-101)



Proxy Statement Pursuant To Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No.   )


Filed by the Registrant x


Filed by a Party other than the Registrant ¨


Check the appropriate box:



Preliminary Proxy Statement.


Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)).


Definitive Proxy Statement.


Definitive Additional Materials.


Soliciting Material Pursuant to § 240.14a-12.


U-Store-It Trust

(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  No fee required.


¨  Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.


(1)  Title of each class of securities to which transaction applies:


(2)  Aggregate number of securities to which transaction applies:


(3)  Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):


(4)  Proposed maximum aggregate value of transaction:


(5)  Total fee paid:


¨  Fee paid previously with preliminary materials.


¨  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:


(2)  Form, Schedule or Registration Statement No.:


(3)  Filing Party:


(4)  Date Filed:



THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date U-STORE-IT TRUST M33069-P08819 U-STORE-IT TRUST 460 E. SWEDESFORD ROAD SUITE 3000 WAYNE, PA 19087 To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below. For All Withhold All For All Except 0 0 0 1. Election of Trustees Nominees: VOTE BY INTERNET - Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. The Board of Trustees recommends you vote FOR Proposals 1, 2 and 3: 0 0 0 1 Year 2 Years 3 Years Abstain For Against Abstain 01) William M. Diefenderfer III 02) Piero Bussani 03) Dean Jernigan 04) Marianne M. Keler 05) David J. LaRue 06) John F. Remondi 07) Jeffrey F. Rogatz 2. Ratify the appointment of KPMG LLP, as an independent registered public accounting firm for fiscal 2011. 3. To approve, by non-binding advisory vote, executive compensation. 4. To recommend, by non-binding advisory vote, the frequency of executive compensation advisory votes. NOTE: Such other business as may properly come before the meeting or any adjournment thereof. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name, by authorized officer. 0 0 0 0 0 0 0 The Board of Trustees makes no recommendation with respect to Proposal 4.



U-STORE-IT TRUST Annual Meeting of Shareholders June 1, 2011 8:00 AM THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF U-STORE-IT TRUST The undersigned hereby appoints DEAN JERNIGAN, CHRISTOPHER MARR AND JEFFREY P. FOSTER, and each of them, with power to act without the other and with power of substitution, as proxies and attorneys-in-fact and hereby authorizes them to represent and vote, as provided on the other side, all of the Common Shares of the Company which the undersigned is entitled to vote and, in their discretion, to vote upon such other business as may properly come before the Annual Meeting of Shareholders of the Company to be held June 1, 2011 or any adjournment thereof, with all powers which the undersigned would possess if present at the Meeting. THIS PROXY CARD, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED. IF NO DIRECTION IS MADE BUT THE CARD IS SIGNED, THIS PROXY CARD WILL BE VOTED FOR THE ELECTION OF ALL NOMINEES UNDER PROPOSAL 1, FOR PROPOSAL 2, FOR PROPOSAL 3 AND ABSTAIN WITH RESPECT TO PROPOSAL 4 AND IN THE DISCRETION OF THE PROXIES WITH RESPECT TO SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING. Continued and to be signed on reverse side Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be Held on June 1, 2011: The proxy statement and 2010 Annual Report to Shareholders are available at M33070-P08819