DEF 14A 1 formdef14a.htm AFL-CIO HOUSING INVESTMENT TRUST DEF14A 10-28-2009 formdef14a.htm


INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No.)

Filed by the Registrant T
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 Rule14a-6(e)(2))
T
Definitive Proxy Statement
£
Definitive Additional Materials
£
Soliciting Material Under Rule 14a-12

AFL-CIO Housing Investment 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):

T
No fee required.
£
Fee computed on table below per Exchange Act Rules 14a-6(i)(4) 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:
 

 


 
 

 

October 30, 2009


TO PARTICIPANTS, AFL-CIO HOUSING INVESTMENT TRUST


Enclosed is the Notice of the 2009 Annual Meeting of Participants of the AFL-CIO Housing Investment Trust and a Proxy Statement describing proposals relating to the election of the Chairman and certain Trustees of the Board of Trustees, the ratification of the independent registered public accounting firm and other such matters as may properly come up at the meeting.

Also enclosed is a proxy card for each Participant noting the number of Units held by that Participant and the exact name in which those Units are registered.  A Participant that does not wish to send a representative to the meeting should vote its Units by mail, Internet or facsimile, as described herein, as soon as possible.

 
Sincerely,
   
  /s/ Stephen Coyle
 
Stephen Coyle
 
Chief Executive Officer


Please Vote Within Five Days of Receipt


SC/mo
opeiu #2, afl-cio

Enclosures

 
 

 

AFL -CIO HOUSING INVESTMENT TRUST

PROXY

2009 Annual Meeting of Participants

The undersigned hereby appoints Theodore S. Chandler and Saul A. Schapiro and each of them with power to act without the other and with full power of substitution, as proxies for and on behalf of the undersigned, to vote all Units of Participation which the undersigned is entitled to vote at the Annual Meeting of Participants of the AFL-CIO Housing Investment Trust (“Trust”) to be held November 24, 2009 and all adjournments thereof, with all the powers that the undersigned would possess if personally present and particularly (but without limiting the generality of the foregoing) to vote and act as follows:

(I)  For the election of a Chairman to serve until the 2010 Annual Meeting of Participants or until his successor is elected and qualifies:

John J. Sweeney
 
FOR  £         AGAINST  £           ABSTAIN   £

(II)  For the election of four (4) Class II Union Trustees and three (3) Class II Management Trustees, to serve until the 2012 Annual Meeting of Participants or until their respective successors are elected and qualify:

Mark Ayers (Class II Union Trustee)
 
FOR  £         AGAINST   £          ABSTAIN    £


John J. Flynn (Class II Union Trustee)
 
FOR  £         AGAINST   £          ABSTAIN    £


Lindell Lee (Class II Union Trustee)
 
FOR  £         AGAINST   £          ABSTAIN    £


Elizabeth H. Shuler (Class II Union Trustee)
 
FOR  £         AGAINST   £          ABSTAIN    £


Stephen Frank (Class II Management Trustee)
 
FOR  £         AGAINST   £          ABSTAIN    £


Richard Ravitch (Class II Management Trustee)
 
FOR  £         AGAINST   £          ABSTAIN    £


Marlyn J. Spear (Class II Management Trustee)
 
FOR  £         AGAINST   £          ABSTAIN    £

(III)  For ratification of the Board of Trustees’ selection of Ernst & Young, LLP as the Trust’s independent registered public accounting firm for the Trust’s 2009 fiscal year:

 
FOR  £         AGAINST   £          ABSTAIN    £

 
 

 

(IV)  Upon such other matters as may properly come before the meeting:

 
FOR  £         AGAINST   £          ABSTAIN    £


The Trustees recommend a vote FOR the above items.  ANY PROXY NOT MARKED OTHERWISE WILL BE TREATED AS A VOTE FOR THE ITEMS.

 
 

 

The Units of Participation represented hereby will be voted in accordance with instructions contained in this Proxy.

The undersigned hereby ratifies and confirms all that said proxies or their substitutes or any of them may lawfully do by virtue hereof.  The undersigned hereby acknowledges receipt of the Notice of the 2009 Annual Meeting of Participants to be held November 24, 2009 and the Proxy Statement dated October 30, 2009.

Please sign your name and indicate your capacity as attorney, trustee or official of a Participant.


Dated: ______________, 2009

Participant ID:

Participant Name:

Number of Units:


By:
   
 
(Signature)
 
     
     
     
 
(Name – please print)
 
     
     
Title:
   
 
(please print)
 
     
     

To vote via Internet, please use the following User Name and Password*:


User Name:
   
     
Password:
   
     
     

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE TRUST.

IMPORTANT:  THIS PROXY MAY BE VOTED IN ANY OF THREE (3) WAYS:

BY MAIL:
PLEASE SIGN, DATE AND MAIL THIS PROXY PROMPTLY IN THE ENCLOSED SELF-ADDRESSED, STAMPED ENVELOPE.

BY FACSIMILE:
PLEASE SIGN, DATE AND FAX THIS PROXY TO
 
(202) 331-8190.

BY INTERNET:
PLEASE GO TO https://proxy.aflcio-hit.com AND ENTER THE USER NAME AND PASSWORD INDICATED ABOVE.*

PLEASE NOTE THAT ALL VOTES MUST BE TIME-STAMPED OR POSTMARKED
BY MIDNIGHT ON NOVEMBER 23, 2009.
 
__________________________________ 
* Please note the User Name and Password are case-sensitive.

 
 

 

AFL-CIO Housing Investment Trust


NOTICE OF THE 2009 ANNUAL MEETING OF PARTICIPANTS

 
To Participants, AFL-CIO Housing Investment Trust:

Notice is hereby given that the 2009 Annual Meeting of Participants (the “Meeting”) of the American Federation of Labor and Congress of Industrial Organizations Housing Investment Trust (the “Trust”), a District of Columbia common law trust, will be held at the offices of the Trust, 2401 Pennsylvania Ave., N.W., Suite 200, Washington, D.C. 20037 on November 24, 2009 at 11:00 a.m. for the following purposes:

1.
To elect John J. Sweeney as Chairman of the Board of Trustees to serve until the 2010 Annual Meeting of Participants or until his successor is elected and qualifies;

2.
To elect to elect as Class II Trustees Mark Ayers, John J. Flynn, Lindell Lee, Elizabeth H. Shuler, Stephen Frank, Richard Ravitch and Marlyn J. Spear to hold office until the 2012 Annual Meeting or until their respective successors are elected and qualify or until their respective successors are elected and qualify;

3.
To ratify the Board of Trustee’s selection of Ernst & Young, LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2009; and

4.
To transact such other business as may properly come before the Meeting or any adjournment or adjournments thereof.

The close of business on October 30, 2009 has been fixed as the record date for the determination of Participants entitled to notice of and to vote at the Meeting and any adjournment(s) thereof.  Accordingly, only Participants of record as of the close of business on that date are entitled to notice of and to vote at the Meeting or at any such adjournment.

 
By Order of the Board of Trustees
   
  /s/ Stephen Coyle
 
Stephen Coyle
 
Chief Executive Officer

Dated:     October 30, 2009

 
 

 

AFL-CIO HOUSING INVESTMENT TRUST


PROXY STATEMENT


October 30, 2009


General Matters

This Proxy Statement and accompanying proxy card are being sent on October 30, 2009 in connection with the solicitation of proxies for use at the Annual Meeting of Participants (the “Meeting”) of the American Federation of Labor and Congress of Industrial Organizations Housing Investment Trust (the “Trust”) to be held at the offices of the Trust, 2401 Pennsylvania Ave., N.W., Suite 200, Washington, D.C. 20037, on November 24, 2009, beginning at 11:00 a.m. and at any adjournment(s) thereof.

A copy of the Trust’s Annual Report for the year ended December 31, 2008 together with financial statements for the corresponding fiscal year, were previously mailed to each Participant entitled to vote at the Meeting.  The Trust will furnish, without charge, a copy of the Annual Report for 2008 and the most recent Semi-Annual Report succeeding the Annual Report, if any, to any Participant that requests one.  Requests for reports should be made by placing a collect call to the Trust, at (202) 331-8055, and directing the call to the Marketing and Investor Relations Department.  Written requests may be directed to the Director of Marketing, AFL-CIO Housing Investment Trust, 2401 Pennsylvania Ave., N.W., Suite 200, Washington, D.C. 20037.  Reports may also be accessed on the Trust’s website at www.aflcio-hit.com.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE PARTICIPANTS MEETING TO BE HELD ON NOVEMBER 24:

The Proxy Statement, Proxy Card, Notice of the 2009 Annual Meeting of Participants, the related cover letter and a copy of the Trust’s two most recent Participant Reports are available at https:\\proxy.aflcio-hit.com.

ABOUT THE MEETING

WHAT IS THE PURPOSE OF THE ANNUAL MEETING?

At the Trust's Annual Meeting, Participants will act upon the matters outlined in the accompanying notice of Meeting, including (i) the election of a Chairman of the Board of Trustees, (ii) the election of certain Trustees, and (iii) ratification of the selection of the Trust's independent registered public accounting firm.  In addition, the Trust's management will respond to questions from Participants.

WHO IS ENTITLED TO VOTE?

The close of business on October 30, 2009 is the record date for the determination of Participants entitled to notice of and to vote at the Meeting and any adjournment(s) thereof (the “Record Date”).  As of the Record Date, there were 3,266,404.608 Units of Participation of the Trust outstanding, each Unit being entitled to one vote.  No shares of any other class of securities were outstanding as of that date.

Only Participants of record as of the close of business on the Record Date will be entitled to vote at the Meeting.

WHO CAN ATTEND THE MEETING?

All Participants as of the Record Date, or their duly appointed proxies, may attend the Meeting.

WHAT CONSTITUTES A QUORUM?

 
1

 

A quorum for the Meeting is the presence in person or by proxy of Participants holding a majority of Units outstanding at the close of business on the Record Date.  As of the Record Date, 3,266,404.608 Units of Participation of the Trust were outstanding.  Proxies received but marked as abstentions will be included in the calculation of the number of Units considered to be present at the Meeting.

HOW DO I VOTE?

By Mail:  If the proxy card that is enclosed with this Proxy Statement is properly executed and returned, the Units of Participation it represents will be voted at the Meeting in accordance with the instructions noted thereon.  If no direction is indicated, the proxy card will be voted in accordance with the Trustees’ recommendations set forth thereon.

By Facsimile:  If the proxy card that is enclosed with this Proxy Statement is properly executed and returned via facsimile to (202) 331-8190, the Units of Participation it represents will be voted at the Meeting in accordance with the instructions noted thereon.  If no direction is indicated, the proxy card will be voted in accordance with the Trustees’ recommendations set forth thereon.

By Internet:  If the proxy card is properly voted through the Internet, the Units of Participation it represents will be voted at the Meeting in accordance with the instructions noted thereon.  If no direction is indicated, the proxy card will be voted in accordance with the Trustees’ recommendations set forth thereon.

To vote by proxy through the Internet:
 
1)
Use a web browser to go to https://proxy.aflcio-hit.com
 
2)
Enter the User Name* and Password* that are included with this mailing.

*Please note that the User Name and Password are CASE-SENSITIVE.  Please type the User Name and Password into the appropriate screen exactly as it is shown on the enclosure.

In Person:  By attending the Meeting and voting your Units.

CAN I CHANGE MY VOTE AFTER GIVING A PROXY?

Yes.  Any Participant giving a Proxy may revoke it at any time before it is exercised by giving written notice to the Trust bearing a date later than the date of the Proxy, by submission of a later dated Proxy, or by voting in person at the Meeting, which any Participant may do whether or not such Participant has previously given a Proxy.

WHAT ARE THE BOARD OF TRUSTEES’ RECOMMENDATIONS?

Unless you give other instructions when you vote, the persons named as proxy holders on the proxy card will vote in accordance with the recommendations of the Board of Trustees.  The Board's recommendation is set forth together with the description of each item in this Proxy Statement.  In summary, the Board recommends a vote:

 
·
FOR election of the nominated Chairman (see page 4);

 
·
FOR election of the nominated Trustees (see page 4); and

 
·
FOR ratification of the selection of Ernst & Young, LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2009 (see page 15).

With respect to any other matter that properly comes before the Meeting or any adjournment or adjournments thereof, the proxy holders will vote as recommended by the Board of Trustees or, if no recommendation is given, in their own discretion.

WHAT VOTE IS REQUIRED TO APPROVE EACH ITEM?

 
2

 

The vote required for approval of Proposals I, II and III will be an affirmative vote of a majority of the Units represented in person or by proxy at the Meeting.  Each Unit is entitled to one vote.  Abstentions will not be included in the calculation of the number of Units voted affirmatively for a proposal.

WHO IS MAKING THE SOLICITATION ON BEHALF OF THE TRUST?

The Proxy is being solicited by the Board of Trustees of the Trust through the mail.  The cost of solicitation will be paid by the Trust.  Further solicitation of proxies may be made by telephone or oral communication with some Participants following the original solicitation.  Any such further solicitation will be made by Trustees or officers of the Trust who will not be compensated therefor.  The date on which proxy materials were first mailed to Participants was October 30, 2009.

 
3

 

ELECTION OF CHAIRMAN AND TRUSTEES

PROPOSAL I:
TO ELECT THE CHAIRMAN

PROPOSAL II:
TO ELECT FOUR (4) CLASS II UNION TRUSTEES AND THREE (3) CLASS II MANAGEMENT TRUSTEES

Under the Trust’s Declaration of Trust, the Board of Trustees may have up to 25 Trustees.  Up to 12 Trustees may be Union Trustees, up to 12 Trustees may be Management Trustees, and one additional Trustee is to be the Chairman.  The Board of Trustees currently consists of 14 Trustees, eight (8) of whom are Union Trustees (Ayers, Flynn, Holt Baker, Hurt, Lee, Sweeney, Trumka, and Williams), five (5) of whom are Management Trustees (Frank, Latimer, Spear, Stanley and Quinn,), and one (1) of whom is the Chairman (Ravitch).

The Declaration of Trust divides the Union and Management Trustees into three classes (each, a “Class”).  Each Class is required to have, insofar as the pool of Trustees permits, an equal number of Union and Management Trustees.  The term of each Class expires at the third Annual Meeting following its election; the term of one Class expires each year.  At each Annual Meeting, the Participants elect a Chairman to serve until the next Annual Meeting and such number of Trustees as is necessary to fill vacancies in (i) the Class whose terms expire as of that meeting, and (ii) any other Class.  The terms of office of Trustees Ayers, Flynn, Lee, Frank and Spear and Chairman Ravitch will expire on the day of the Meeting.  Each of these Trustees is standing for election as a Class II Trustee.  In addition, the Board of Trustees has nominated Elizabeth H. Shuler to stand for election as a new Class II Trustee.  The Board of Trustees has nominated Trustee Sweeney for election as Chairman.

The principal occupations and business experience for the past five years of the nominees standing for election as Class II Trustees and Chairman are described below under “Nominees for Election.”  If the enclosed Proxy is received from a Participant, the Units of Participation represented by such Proxy will be voted for the nominees listed below (unless otherwise indicated on the Proxy).  Class II Trustees will serve for three-year terms ending in 2012, or until their respective successors are elected and qualify, and the Chairman will serve as such for a one-year term ending in 2010, or until his respective successor is elected and qualifies.

Although the Trust does not contemplate that any of the nominees will be unavailable for election, if a vacancy in the slate of nominees should be occasioned by death or other unexpected occurrence, it is currently intended that the proxies will be voted for such other persons, if any, as the Nominating Committee may recommend.  Proxies will not be voted for a greater number of persons than the number of nominees named.

Nominees for Election

The following information was furnished to the Trust by each nominee and sets forth the name, age, principal occupation or employment of each nominee and the period during which he or she has served as a Trustee of the Trust, if any.  Each nominee has consented to be named in this Proxy Statement and to serve on the Board of Trustees if elected.

 
4

 
 
Name, Age, Address
 
Position Held with the Trust
 
Term of Office and Length of Time Served
 
Principal Occupation/Business Experience During Past 5 Years*
 
Number of Series in the Trust Overseen by Trustee
 
Other Directorships Held by Trustee**
                     
John J. Sweeney
815 16th Street, N.W.
Washington, D.C. 20006
Age 75
 
Union Trustee
 
Service Commenced April 1981, Term Expires 2010
 
President Emeritus, AFL-CIO; formerly President, AFL-CIO
 
2
 
None
                     
Mark Ayers
815 16th Street, N.W.
Suite 600
Washington, D.C. 20006
Age 60
 
Union Trustee
 
Service Commenced March 2008, Term Expires 2009
 
President, Building and Construction Trades Department, AFL-CIO; formerly Director, International Brotherhood of Electrical Workers (“IBEW”) Construction & Maintenance Division.
 
2
 
None
                     
John J. Flynn
1776 Eye Street, N.W.
Washington, D.C. 20006
Age 75
 
Union Trustee
 
Service Commenced May 2000, Term Expires 2009
 
President, International Union of Bricklayers and Allied Craftworkers.
 
2
 
None
                     
Lindell Lee
900 7th Street, N.W.
Washington, D.C.
20001
Age 63
 
Union Trustee
 
Service Commenced September 2008, Term Expires 2009
 
International Secretary-Treasurer, IBEW; formerly International Vice President, IBEW.
 
2
 
None
                     
Elizabeth H. Shuler
815 16th Street, N.W.
Washington, D.C. 20006
Age 39
 
Union Trustee
 
N/A
 
Secretary Treasurer, AFL-CIO; formerly Executive Assistant to the President, IBEW
 
N/A
 
None
                     
Stephen Frank
8584 Via Avellino
Lake Worth, FL 33467
Age 69
 
Management Trustee
 
Service Commenced May 2003, Term Expires 2009
 
Retired; formerly Vice President and Chief Financial Officer, The Small Business Funding Corporation.
 
2
 
None
 
____________________________ 
* None of the Trustees is an “interested person” as defined in the Investment Company Act of 1940, as amended.
 
** Disclosure is limited to directorships in a corporation or trust having securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended, or subject to the requirements of Section 15(d) of such Act, or a company registered as an investment company under the Investment Company Act of 1940, as amended.
 
† Trustee Sweeney is currently a Class II Trustee whose term as such shall expire as of the date of the 2010 Annual Meeting of Participants.  The election of Trustee Sweeney as Chairman will not extend Trustee Sweeney’s term as Trustee beyond such date.

 
5

 
 
Name, Age, Address
 
Position Held with the Trust
 
Term of Office and Length of Time Served
 
Principal Occupation/Business Experience During Past 5 Years*
 
Number of Series in the Trust Overseen by Trustee
 
Other Directorships Held by Trustee**
                     
Marlyn J. Spear, CFA
500 Elm Grove Road
Elm Grove, WI 53122
Age 56
 
Management Trustee
 
Service Commenced March 1995, Term Expires 2009
 
Chief Investment Officer, Building Trades United Pension Trust Fund (Milwaukee and Vicinity).
 
2
 
Baird Funds, Inc.
                     
Richard Ravitch
610 5th Avenue
Ste. 420
New York, NY 10020
Age 76
 
Chairman
 
Service Commenced 1991, Term expires 2009
 
Lieutenant Governor of the State of New York; Principal, Ravitch Rice & Co. LLC; Director, Parsons, Brinckerhoff Inc.; formerly Co-Chair, Millennial Housing Commission; President and Chief Executive Officer, Player Relations Committee of Major League Baseball.
 
2
 
None


THE BOARD OF TRUSTEES RECOMMENDS THAT PARTICIPANTS VOTE “FOR” THE ELECTION OF THE NOMINEES AS CHAIRMAN AND
CLASS II TRUSTEES, AS APPLICABLE.

 
6

 

Incumbent Trustees

The following incumbent Trustees will continue in office in accordance with the Trust’s Declaration of Trust, and are expected to stand for reelection at subsequent Annual Meetings of Participants.

Name, Age, Address
 
Position Held with the Trust
 
Term of Office and Length of Time Served
 
Principal Occupation/Business Experience During Past 5 Years*
 
Number of Series in the Trust Overseen by Trustee
 
Other Directorships Held by Trustee**
                     
Richard L. Trumka
815 16th Street, N.W.
Washington, D.C.  20006
Age 60
 
Union Trustee
 
Service Commenced December 1995, Term Expires 2011
 
President, AFL-CIO; formerly Secretary-Treasurer, AFL-CIO.
 
2
 
None
                     
Arlene Holt Baker
815 16th Street, N.W.
Washington, D.C.  20006
Age 58
 
Union Trustee
 
Service Commenced March 2008  Term Expires 2011
 
Executive Vice President, AFL-CIO; formerly President, Voices for Working Families and Executive Assistant to the President, AFL-CIO.
 
2
 
None
                     
Frank Hurt
10401 Connecticut Avenue
Kensington, MD  20895
Age 70
 
Union Trustee
 
Service Commenced March 1993, Term Expires 2010
 
International President, Bakery, Confectionery & Tobacco Workers and Grain Millers International Union.
 
2
 
None
                     
James A. Williams
1750 New York Avenue, N.W.
Washington, D.C.
20006
Age 59
 
Union Trustee
 
Service Commenced June 2005, Term Expires 2011
 
General President, International Union of Painters and Allied Trades of the United States and Canada (“IUPAT”); formerly General Secretary-Treasurer, IUPAT.
 
2
 
None
                     
George Latimer
1600 Grand Avenue
St. Paul, MN  55105
Age 74
 
Management Trustee
 
Service Commenced May 1996, Term Expires 2011
 
Distinguished Visiting Professor of Urban Land Studies, Macalester College; formerly, Director, Special Actions Office, Department of Housing and Urban Development.
 
2
 
Identix Incorporated
                     
Tony Stanley
2221 Stonehaven Road
Port St. Lucie, FL
34952
Age 76
 
Management Trustee
 
Service Commenced December 1983, Term Expires 2010
 
Director, TransCon Builders, Inc.; formerly Executive Vice President, TransCon Builders, Inc.
 
2
 
None

____________________________ 
*None of the Trustees is an “interested person” as defined in the Investment Company Act of 1940, as amended.
 
** Disclosure is limited to directorships in a corporation or trust having securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended, or subject to the requirements of Section 15(d) of such Act, or a company registered as an investment company under the Investment Company Act of 1940, as amended.

 
7

 
 
Name, Age, Address
 
Position Held with the Trust
 
Term of Office and Length of Time Served
 
Principal Occupation/Business Experience During Past 5 Years*
 
Number of Series in the Trust Overseen by Trustee
 
Other Directorships Held by Trustee**
                     
Jack Quinn
Erie Community College
Office of the President
121 Ellicott Street
Buffalo, NY 14203
Age 58
 
Management Trustee
 
Service Commenced June 2005, Term Expires 2011
 
President, Erie County Community College; Formerly President, Cassidy & Associates; Formerly Member of Congress, 27th District, New York.
 
2
 
Kaiser Aluminum Corporation

Executive Officers

All executive officers of the Trust are located at 2401 Pennsylvania Ave., N.W., Suite 200, Washington, D.C. 20037.  The executive officers of the Trust are responsible for managing the series of the Trust and are elected annually by the Board of Trustees to one-year terms that begin on January 1 and expire on December 31, or until their respective successors are appointed and qualify.  No executive officer of the Trust serves as a trustee or director in any corporation or trust having securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended, or subject to the requirements of Section 15(d) of such Act, or any company registered as an investment company under the Investment Company Act.  The executive officers of the Trust are as follows:

Name & Age
 
Current Position with the Trust
 
Length of Time Served with the Trust
 
Previous Principal Occupations during Past 5 Years
             
Stephen F. Coyle
Age 64
 
Chief Executive Officer
 
Service Commenced February 1992
 
Chief Executive Officer since 1992, AFL-CIO Housing Investment Trust.
             
Theodore S. Chandler
Age 50
 
Chief Operating Officer
 
Service Commenced June 2009
 
Vice President, Federal National Mortgage Association.
             
Erica Khatchadourian
Age 42
 
Chief Financial Officer (position formerly titled Executive Vice President - Finance and Administration) since 2001
 
Service Commenced April 1993
 
Controller in 2001, and Chief of Staff and Director of Operations from 1997-2000, AFL-CIO Housing Investment Trust.
             
Chang Suh
Age 38
 
Executive Vice President/Chief Portfolio Manager since March 2003
 
Service Commenced April 1998
 
Assistant Portfolio Manager from 2001-2003; Senior Portfolio Analyst from 1998-2001, AFL-CIO Housing Investment Trust.
             
Debbie Cohen
Age 59
 
Chief Development Officer since March 2009
 
Service Commenced January 2008
 
Chief Director of Marketing and Investor Relations, AFL-CIO Housing Investment Trust (2008-2009); Assistant Portfolio Manager (2008); Realtor, Coldwell Banker Realty (2007-2008); Realtor; Weichert Realty (2006-2007); Senior Director of Planning and Research, Federal Home Loan Banks (2002-2006).

 
8

 
 
Name & Age
 
Current Position with the Trust
 
Length of Time Served with the Trust
 
Previous Principal Occupations during Past 5 Years
             
Saul A. Schapiro
Age 63
 
General Counsel
 
Service Commenced May 2009
 
Partner, Rosenberg, Schapiro, Englander, Chicoine & Leggett, P.C.; Outside Counsel to the AFL-CIO Housing Investment Trust.
             
Marcie Cohen
Age 62
 
Chief Housing Policy Adviser since October 2009
 
Service Commenced February 1990
 
Senior Vice President and Director of Workforce Housing, AFL-CIO Housing Investment Trust
             
Christopher Kaiser
Age 44
 
Chief Compliance Officer since June 2007 and Deputy General Counsel since October 2008
 
Service Commenced February 2007
 
Branch Chief, 2003 – 2007 and Staff Attorney, 2001 – 2003, Division of Investment Management, Securities and Exchange Commission.
             
Harpreet Peleg
Age 35
 
Controller since 2005
 
Service Commenced March 2005
 
Formerly Chief Financial Officer, AFL-CIO Investment Trust Corporation; Supervisor – Gas Settlements, PG&E National Energy Group; Financial Analyst, Goldman Sachs


Organization of Board of Trustees

Under the terms of the Declaration of Trust, the Board of Trustees of the Trust has overall responsibility for the management and policies of the Trust. The Board of Trustees maintains four committees: the Executive Committee, the Nominating Committee, the Audit Committee and the Committee of the Whole.

The Board of Trustees selected Trustees Sweeney, Ravitch, Spear, Stanley and Trumka to serve on the Executive Committee, pending election by the Participants at the Annual Meeting of those standing for election.  Trustee Sweeney would serve as Chair of the Committee if elected as Chairman of the Board.  The Executive Committee has all the authority of the Board of Trustees when the Board is not in session.  It met once in 2008 and has met once in 2009.

No committee functions as a compensation committee as such.  The Executive Committee, however, may from time to time make recommendations to the Board of Trustees concerning compensation payable to Trustees acting in their capacities as Trustees, and compensation payable to executive officers.  See “COMPENSATION OF TRUSTEES AND EXECUTIVE OFFICERS.”

Nominating Committee

The Nominating Committee is a separately chartered committee which was formally constituted by the Board of Trustees on April 7, 2004.  The Board of Trustees selected Trustees Sweeney, Ravitch, Spear, Stanley and Trumka, to serve on the Nominating Committee, pending election by the Participants at the Annual Meeting of those standing for election.  None of these persons would be interested persons, as defined by Section 2(a)(19) of the Investment Company Act of 1940.  The Nominating Committee is responsible for the nomination of persons to serve as members of the Board of Trustees.  The Nominating Committee met once in 2008 and has met once in 2009.

The Nominating Committee has a charter, a copy of which was filed as an appendix to the May 18, 2005 Proxy Statement.  Pursuant to Section (4) of its charter, the Nominating Committee will consider Trustee candidates recommended by Participants.  The Nominating Committee has not adopted formal procedures to be followed by Participants in submitting such recommendations.  However, it is the practice of the Board of Trustees, all of which are disinterested, to set a record date by which Participants in the Trust may submit matters for consideration by the Participants at the Annual Meeting, including recommendations for Trustee candidates.  Once received, the Nominating Committee reviews the eligibility of each candidate in accordance with the criteria set forth in the charter.

 
9

 

All candidates are evaluated in the same manner, regardless of the process by which they were recommended.  Pursuant to the Nominating Committee charter, candidates are evaluated by the Committee in terms of relevant experience that would enable the candidate to serve effectively as a Trustee, as well as compatibility with respect to the Trust’s mission.  In addition, candidates are evaluated based on their eligibility to serve under the Trust’s Declaration of Trust.  When a viable candidate has been identified, the members of the Committee may conduct in-person interviews of such candidate using a standardized questionnaire.  When all of the candidates recommended to the Committee have been evaluated and, if applicable, interviewed, the Committee will determine which of the viable candidates should be presented to the Board of Trustees of the Trust for nomination to Participants to become a member of the Board of Trustees of the Trust.

Audit Committee

The Audit Committee is a separately constituted committee within the meaning of Section 3(a)(58)(A) of the Securities Exchange Act of 1934.  It monitors the accounting practices and performance of Trust management and the Trust’s independent registered public accounting firm.  The Board of Trustees selected Marlyn Spear (designated Audit Committee Financial Expert) to be Chairperson of the Committee and Stephen Frank (designated Audit Committee Financial Expert), Frank Hurt, Elizabeth H. Shuler, George Latimer, and Tony Stanley to be members of the Committee, pending election by the Participants at the Annual Meeting of those standing for election.  None of these persons would be interested persons, as defined by Section 2(a)(19) of the Investment Company Act of 1940.  The Audit Committee operates under a written charter adopted by the Board of Trustees, a copy of which was filed as an appendix to the May 18, 2005 Proxy Statement.  Pursuant to its charter, the Audit Committee must meet annually with the independent registered public accounting firm to review the audit outside the presence of Trust management.  The Audit Committee met two times in 2008 and has met two times in 2009.

Committee of the Whole

The Committee of the Whole monitors the Trust’s investment practices and policies, reviews proposed changes thereto, considers new investment practices and policies and oversees the marketing policies and strategies of the Trust.  This Committee is currently composed of all Trustees.  It did not meet in 2008 and has not met in 2009.

Board of Trustees

The Board of Trustees met three times during the Trust’s fiscal year ended December 31, 2008.  Trustees Trumka, Holt Baker, Ayers, Lee, Hurt, Quinn and Williams attended fewer than 75 % of the aggregate of (1) the total number of meetings of the Board of Trustees (held during the period for which they were Trustees) and (2) the total number of meetings held by all committees of the Board of Trustees on which they served (during the periods that they served) during the 2008 fiscal year.

As the Trust’s investors are made up primarily of eligible pension plans, Participants have ready access to the Board of Trustees, both collectively and individually.  This may be accomplished by contacting, in the first instance, the Trust’s Chief Operating Officer.  Participants may also contact Trustees directly (several of whom sit on the Boards of Participants).  In addition, since historically the Trust’s Board of Trustees has been comprised solely of independent trustees and an independent Chairman, the Trust has no policy with respect to Trustee attendance at the Annual Meeting.  No Trustee and no Participant attended the Annual Meeting in 2008.

Compensation of Trustees and Executive Officers

During the fiscal year ended December 31, 2008, the Chairman received an annual fee of $10,000.  The Trust paid each Management Trustee who did not waive such fee $500 per day for attendance at Board of Trustees meetings and committee meetings.  The Trust paid no fee to any Union Trustee.  The aggregate compensation paid to Trustees in the year ended December 31, 2008 was $21,000.  The Trust reimbursed all Trustees for out-of-pocket expenses incurred in attending Board of Trustees and committee meetings.

 
10

 

2008 Compensation Table

The following table sets forth the aggregate compensation from the Trust, including any previously deferred compensation, paid during the 2008 fiscal year to each of the three highest paid officers of the Trust and to all Trustees of the Trust.  The Trust is a single, self-managed fund, and its staff as of December 31, 2008 included 53 employees.  Therefore, in addition to those individuals identified in the table below, the Trust had 45 other employees who earned aggregate compensation exceeding $60,000 during the 2008 fiscal year.

Name of Person, Position
 
Aggregate Compensation From the Trust
   
Pension or Retirement Benefits Accrued as Part of Trust Expenses
   
Estimated Annual Benefits Upon Retirement1
   
Total Compensation From Trust Paid to Trustees
 
                         
Stephen Coyle2
  $ 366,404     $ 182,588    
Cannot be determined
   
Not applicable
 
Chief Executive Officer
                           
                             
Chang Suh3
    337,257       52,500     $ 68,516    
Not applicable
 
Chief Portfolio Manager
                             
                               
Helen R. Kanovsky4
    300,556       50,568       83,274    
Not applicable
 
Chief Operating Officer
                             
                               
Richard Ravitch,
    10,000       --       --     $ 10,000  
Chairman
                               
                                 
Mark Ayers
    --       --       --       --  
Union Trustee
                               
                                 
Arlene Holt Baker
    --       --       --       --  
Union Trustee
                               
                                 
John J. Flynn,
    --       --       --       --  
Union Trustee
                               
                                 
Stephen Frank
    2,500       --       --       2,500  
Management Trustee
                               
 
____________________________ 
1      The estimated annual benefits payable upon retirement to the executive officers of the Trust, other than Mr. Coyle who does not participate in the Retirement Plan, are determined primarily by a formula based on current average final compensation and years of service.  See “THE RETIREMENT PLAN” below.
2      Aggregate Trust Compensation includes $20,500 of deferred compensation in 2008 under the 401(k) Plan, and excludes compensation deferred in lieu of participation in the Retirement Plan and interest thereon.  Pension or Retirement Benefits as Part of Trust Expenses includes $4,200 of matching funds paid into the 401(k) Plan and $178,388 of deferred compensation in lieu of participation in the Retirement Plan.  The total amount deferred by Mr. Coyle through December 31, 2008 in lieu of participation in the Retirement Plan, including interest, is $1,623,773 and the total amount deferred under the 401(k) Plan through December 31, 2008, including interest and Trust matching, is $174,614.
3      Aggregate Trust compensation includes $15,500 of deferred compensation in 2008 under the 401 (k) Plan, and excludes amounts contributed to the Retirement Plan on Mr. Suh’s behalf.  Pension or Retirement Benefits as Part of Trust Expenses includes $4,200 of matching funds paid into the 401(k) Plan and $48,300 contributed to the Retirement Plan in 2008 on Mr. Suh’s behalf.  The total amount deferred by Mr. Suh as of December 31, 2008 under the 401(k) Plan, including interest and Trust matching, is $131,174.
4      Aggregate Trust Compensation includes $19,680 of deferred compensation in 2008 under the 401(k) Plan, and excludes amounts contributed to the Retirement Plan on Ms. Kanovsky’s behalf.  Pension or Retirement Benefits as Part of Trust Expenses includes $4,200 of matching funds paid into the 401(k) Plan and $46,368 contributed to the Retirement Plan in 2008 on Ms. Kanovsky’s behalf.  The total amount deferred by Ms. Kanovsky as of December 31, 2008 under the 401(k) Plan, including interest and Trust matching, is $140,282.  Ms. Kanovsky resigned as Chief Operating Officer and General Counsel of the Trust as of May 2009.

 
11

 
 
Name of Person, Position
 
Aggregate Compensation From the Trust
   
Pension or Retirement Benefits Accrued as Part of Trust Expenses
   
Estimated Annual Benefits Upon Retirement5
   
Total Compensation From Trust Paid to Trustees
 
                         
Frank Hurt,
    --       --       --       --  
Union Trustee
                               
                                 
Lindell K. Lee
    --       --       --       --  
Union Trustee
                               
                                 
John Sweeney,
    --       --       --       --  
Union Trustee
                               
                                 
Richard Trumka,
    --       --       --       --  
Union Trustee
                               
                                 
James Williams,
    --       --       --       --  
Union Trustee
                               
                                 
George Latimer,
    2,500       --       --       2,500  
Management Trustee
                               
                                 
Marlyn J. Spear,
    2,500       --       --       2,500  
Management Trustee
                               
                                 
Tony Stanley,
    3,000       --       --       3,000  
Management Trustee
                               
                                 
Jack Quinn,
    500       --       --       500  
Management Trustee
                               

Prior to October 1, 1990, the Trust had not established or adopted any bonus, profit sharing, pension, retirement, stock purchase or other compensation or incentive plans for its officers and employees.  Also prior to October 1, 1990, a Personnel Contract was in effect between the Trust and the AFL-CIO, whereby the Trust reimbursed the AFL-CIO for the AFL-CIO’s costs of employing personnel (other than the Chief Executive Officer) provided to the Trust.  While the Personnel Contract was in effect, the personnel participated in the AFL-CIO Deferred Compensation Plan, a defined contribution plan, and were subject to the AFL-CIO Staff Retirement Plan (“Retirement Plan”), a defined benefit plan.  Any amounts contributed by the AFL-CIO on behalf of such personnel pursuant to the Retirement Plan were reimbursed by the Trust pursuant to the Personnel Contract.  The Trust adopted the Retirement Plan for all of its employees except for its Chief Executive Officer (who by the terms of the Retirement Plan is ineligible), effective as of October 1, 1990.  Effective October 1, 1996, the Trust adopted the AFL-CIO Housing Investment Trust 401(k) Plan described below for all of its employees, including its Chief Executive Officer.

The Retirement Plan

Under the Retirement Plan, contributions are based on an eligible employee’s base salary.  The Internal Revenue Service also imposes an annual maximum on the amount that can be counted in determining base salary, which amount is currently $245,000.  In general, rates are determined actuarially every year.  The Retirement Plan was funded by employer contributions at rates of approximately 21.00% of eligible employees’ base salaries during the twelve months ended December 31, 2008.  During 2008, the annual base salary for pension purposes of Ms. Kanovsky and Mr. Suh was $230,000 each.

The Retirement Plan is open to employees of the AFL-CIO and other participating employers that are approved by the Retirement Plan’s board of trustees and that make contributions to the Retirement Plan on their behalf.  Such employees become members of the Retirement Plan on their first day of employment that they are scheduled to work at least 1,000 hours during the next 12 consecutive months.

 
12

 
 
The Retirement Plan provides a normal retirement pension to eligible employees for life, beginning at age 65 if the employee has at least three years of credited service, beginning at age 60 if the employee has at least 10 years of credited service, or beginning at age 50 if the employee’s age plus years of credited service equals 80 or more.  The amount of this pension depends on salary and years of credited service at retirement.  Eligible employees will receive 3.00% of the average of their highest three years’ earnings, subject to the Internal Revenue Service limit noted above (“Final Average Salary”) for each year of credited service up to 25 years, and 0.5% of their Final Average Salary of each year of credited service over 25 years.  Eligible employees must have at least three years of service to retire and receive a monthly pension.  Eligible employees generally earn credited service toward their pension for each year that they work for a participating employer.

Set forth below is a table showing estimated annual benefits payable upon retirement in specified compensation and years of service classifications.  As of the date hereof, Mr. Suh has approximately 11.5 credited years of service under the Retirement Plan.  As of her departure from the Trust, Ms. Kanovsky had approximately 12 years of service under the Retirement Plan.

     
       Years of Service
 
Final Average Salary1
      152       202       252       303       353  
$ 100,000     $ 45,000     $ 60,000     $ 75,000     $ 77,500     $ 80,000  
  150,000       67,500       90,000       112,500       116,250       120,000  
  230,000       103,500       138,000       172,500       178,250       184,000  

The 401(k) Plan

Under the AFL-CIO Housing Investment Trust 401(k) Plan, an eligible employee may designate to set aside up to 100% of his or her total compensation, up to a maximum of $16,500 in 2009 (or up to $22,000 for eligible employees over the age of 50).  In 2009, the Trust is matching dollar-for-dollar the first $4,400 contributed.  The amount set aside by an eligible employee and the amount of the Trust’s matching contribution, if any, will be deposited in a trust account in the employee’s name.  Every employee of the Trust is eligible to participate in the 401(k) Plan provided such employee has reached the age of 21 and is not a nonresident alien.  An eligible employee may enroll in the 401(k) Plan every January 1st and July 1st of a given year.

When a participating employee terminates his or her employment, retires or becomes disabled, the employee will be able to receive as a lump sum payment the salary reduction amounts that were contributed to the trust account on the employee’s behalf, the additional amounts that the Trust contributed to the trust account on the employee’s behalf, plus income earned (or less losses incurred) as a result of investment of these contributions (less the employee’s allocated share of expenses).

If the employee continues to work for the Trust, the employee cannot withdraw these amounts unless the employee has a financial hardship.  A financial hardship is an immediate and heavy financial need for which the employee has no other available resources, and includes medical expenses, the purchase of a primary residence, the payment of tuition and related educational fees, funeral expenses and the need to prevent eviction from, or foreclosure of the mortgage of, the employee’s primary residence.  The employee will be required to present evidence of the financial hardship and upon submission of such evidence may be entitled to withdraw an amount, up to the balance in the employee’s account, to meet the immediate financial need.

The amount in an employee’s account must be distributed to the employee in one lump sum or in periodic installments beginning April 1st of the year following the year in which the employee reaches age 70½.  Additionally, these amounts must be distributed within a reasonable time following the termination of the 401(k) Plan or the termination of the employee’s employment.  An employee will be entitled to receive a distribution of the amounts in their account upon the employee’s attainment of age 65.  A participating employee may borrow from his or her account subject to certain prescribed limitations.
____________________________
1      The Internal Revenue Code limits the permissible benefit payments that may be paid under the Retirement Plan.  Consequently, the amounts of retirement benefits that actually may be paid to individual employees may be significantly lower than shown, depending on several factors, including but not limited to the employee’s years of service, level of compensation, and actual year of retirement.
2      3.00%  per year up to 25 years.
3      0.5% per year over 25 years.

 
13

 

The following table sets forth the amounts paid or distributed pursuant to the 401(k) Plan in 2008 to the Executive Officers listed in the Compensation Table above, and the amounts deferred and paid as part of Trust expenses, pursuant to the 401(k) Plan for the accounts of such individuals during 2008, the distribution or unconditional vesting of which are not subject to future events.

Name of Individual
 
Amount Paid or Distributed
   
Amount Deferred from Trust Aggregate Compensation
   
Employer Matching
 
                   
Stephen Coyle
  $ 0     $ 20,500     $ 4,200  
                         
Helen R. Kanovsky
    0       19,680       4,200  
                         
Chang Suh
    0       15,500       4,200  

 
14

 

DESIGNATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

PROPOSAL III:
TO RATIFY THE SELECTION OF ERNST & YOUNG LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Participants are requested to ratify the Board of Trustees’ selection of Ernst & Young, LLP as the independent registered public accounting firm for the Trust for the fiscal year 2009.  Representatives of Ernst & Young, LLP are not expected to be present at the Meeting and thus will not have an opportunity to make a statement or be available to respond to questions.

Independent registered public accounting firm

(1) Audit Fees

The aggregate fees billed for services provided to the Trust by its independent registered public accounting firm for the audit of the Trust’s annual financial statements and for services normally provided by the independent registered public accounting firms in connection with statutory and regulatory filings or engagements were $286,000 for the fiscal year ended December 31, 2008.

The aggregate fees billed for services provided to the Trust by its independent registered public accounting firm for the audit of the Trust’s annual financial statements and for services normally provided by the independent registered public accounting firms in connection with statutory and regulatory filings or engagements were $261,000 for the fiscal year ended December 31, 2007.

(2) Audit-Related Fees

The aggregate fees billed for assurance and related services performed by its independent registered public accounting firm that are reasonably related to the performance of the audit or review of the Trust’s financial statements and are not reported under (1) “Audit Fees”, were $0 for the fiscal year ended December 31, 2008.  The percentage of these fees relating to services approved by the Trust’s Audit Committee pursuant to the de minimis exception from the pre-approval requirement in Rule 2-01(c)(7)(i)(C) of Regulation S-X was 0%.

The aggregate fees billed by its independent registered public accounting firm for services relating to the performance of the audit of the financial statements of the Trust’s investment adviser(s) and other service providers under common control with the adviser(s) and that relate directly to the operations or financial reporting of the Trust were $0 for the Trust’s fiscal year ended December 31, 2008.  The percentage of these fees relating to services approved by the Trust’s Audit Committee pursuant to the de minimis exception from the pre-approval requirement in Rule 2-01(c)(7)(i)(C) of Regulation S-X was 0%.

The aggregate fees billed for assurance and related services performed by its independent registered public accounting firm that are reasonably related to the performance of the audit or review of the Trust’s financial statements and are not reported under (1) “Audit Fees”, are $0 for the fiscal year ended December 31, 2007.  The percentage of these fees relating to services approved by the Trust’s Audit Committee pursuant to the de minimis exception from the pre-approval requirement in Rule 2-01(c)(7)(i)(C) of Regulation S-X was 0%.

The aggregate fees billed by its independent registered public accounting firm for services relating to the performance of the audit of the financial statements of the Trust’s investment adviser(s) and other service providers under common control with the adviser(s) and that relate directly to the operations or financial reporting of the Trust were $0 for the Trust’s fiscal year ended December 31, 2007.  The percentage of these fees relating to services approved by the Trust’s Audit Committee pursuant to the de minimis exception from the pre-approval requirement in Rule 2-01(c)(7)(i)(C) of Regulation S-X was 0%.

(3) Tax Fees

The aggregate fees billed by the Trust’s independent registered public accounting firm for tax compliance, tax advice and tax planning services provided to the Trust were $0 for the fiscal year ended December 31, 2008. The fees covered services connected to preparation and filing of the Trust’s tax returns.  The percentage of these fees relating to services approved by the Trust’s Audit Committee pursuant to the de minimis exception from the pre-approval requirement in Rule 2-01(c)(7)(i)(C) of Regulation S-X was 0%.

 
15

 

The aggregate fees billed by the Trust’s independent registered public accounting firm for tax compliance, tax advice and tax planning services provided to the Trust were $0 for the fiscal year ended December 31, 2007. The fees covered services connected to preparation and filing of the Trust’s tax returns.  The percentage of these fees relating to services approved by the Trust’s Audit Committee pursuant to the de minimis exception from the pre-approval requirement in Rule 2-01(c)(7)(i)(C) of Regulation S-X was 0%.

The aggregate fees billed by the Trust’s independent registered public accounting firm for tax compliance, tax advice and tax planning  services provided to the Trust’s investment adviser and other service providers controlling, controlled by or under common control with the investment adviser that provide ongoing services to the Trust were $0 for the fiscal year ended December 31, 2008.   The percentage of these fees relating to services approved by the Trust’s Audit Committee pursuant to the de minimis exception from the pre-approval requirement in Rule 2-01(c)(7)(i)(C) of Regulation S-X was 0%.

The aggregate fees billed by the Trust’s independent registered public accounting firm for tax compliance, tax advice and tax planning services provided to the Trust’s investment adviser and other service providers controlling, controlled by or under common control with the investment adviser that provide ongoing services to the Trust were $0 for the fiscal year ended December 31, 2007.  The percentage of these fees relating to services approved by the Trust’s Audit Committee pursuant to the de minimis exception from the pre-approval requirement in Rule 2-01(c)(7)(i)(C) of Regulation S-X was 0%.

(4) All Other Fees

The aggregate fees billed for products and services provided by the independent registered public accounting firm to the Trust other than those set forth in paragraphs (1), (2) and (3) above were $10,000 for the fiscal year ended December 31, 2008.  The fees covered services connected to the issuance of a report on the Schedule of Rates of Return for the year ended December 31, 2008 and for the period from January 1, 2002 through December 31, 2008, including an opinion on the Global Investment Performance Standards established by the CFA Institute.  The percentage of these fees relating to services approved by the Trust’s Audit Committee pursuant to the de minimis exception from the pre-approval requirement in Rule 2-01(c)(7)(i)(C) of Regulation S-X was 0%.

The aggregate fees billed for products and services provided by the independent registered public accounting firm to the Trust other than those set forth in paragraphs (1), (2) and (3) of this Item were $9,000 for the fiscal year ended December 31, 2007.  The fees covered services connected to the issuance of a report on the Schedule of Rates of Return for the year ended December 31, 2007 and for the period from January 1, 2002 through December 31, 2007, including an opinion on the Global Investment Performance Standards established by the CFA Institute.  The percentage of these fees relating to services approved by the Trust’s Audit Committee pursuant to the de minimis exception from the pre-approval requirement in Rule 2-01(c)(7)(i)(C) of Regulation S-X was 0%.

The aggregate fees billed for non-audit services provided by the Trust’s independent registered public accounting firm to the Trust’s investment adviser and other entity controlling, controlled by or under common control with the investment adviser that provides ongoing services to the Trust, other than those set forth in paragraphs (2) and (3) were $0 for the fiscal year ended December 31, 2008.  The percentage of these fees relating to services approved by the Trust’s Audit Committee pursuant to the de minimis exception from the pre-approval requirement in Rule 2-01(c)(7)(i)(C) of Regulation S-X was 0%.

The aggregate fees billed for non-audit services provided by the Trust’s independent registered public accounting firm to the Trust’s investment adviser and other entity controlling, controlled by or under common control with the investment adviser that provides ongoing services to the Trust, other than those set forth in paragraphs (2) and (3) were $0 for the fiscal year ended December 31, 2007.  The percentage of these fees relating to services approved by the Trust’s Audit Committee pursuant to the de minimis exception from the pre-approval requirement in Rule 2-01(c)(7)(i)(C) of Regulation S-X was 0%.

The aggregate non-audit fees billed by the Trust’s independent registered public accounting firm for services rendered to the Trust and to its investment adviser and other service providers under common control with the investment adviser, as set forth in subparagraph (2), (3) and (4) above, were $10,000 and $9,000 for the fiscal years ended December 31, 2008 and December 31, 2007, respectively.  The fees covered services connected to the issuance of reports on the Schedule of Rates of Return for the years ended December 31, 2008 and 2007 respectively and for the periods from January 1, 2002 through December 31, 2008 and from January 1, 2002 through December 31, 2007 respectively.  Each of these reports included an opinion on the Global Investment Performance Standards established by the CFA Institute.

 
16

 

The Trust’s Audit Committee has not established pre-approval policies and procedures as permitted by Rule 2-01(c)(7)(i)(B) of Regulation S-X.

In connection with its selection of the independent registered public accounting firm, the Trust’s Audit Committee has considered the independent registered public accounting firm’ provision of non-audit services to the Trust’s investment adviser and other service providers under common control with the investment adviser that were not required to be pre-approved pursuant to Rule 2-01(c)(7)(ii) of Regulation S-X.  During the last two fiscal years, the Trust’s independent registered public accounting firm has not performed any non-audit related services to such entities.

Pre-Approval Policies and Procedures

It is the policy of the Audit Committee to pre-approve the engagement of the Trust’s independent registered public accounting firm and to pre-approve each audit and non-audit related service.  The engagement of Ernst & Young, LLP was pre-approved by the Audit Committee for the fiscal years 2008 and 2007.  In addition, the Audit Committee pre-approved the provision of all non-audit related services by Ernst & Young, LLP for the fiscal years 2008 and 2007 and determined that such services and related fees were not incompatible with maintaining the independence of Ernst & Young, LLP.

THE BOARD OF TRUSTEES RECOMMENDS THAT PARTICIPANTS VOTE “FOR” THE RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP AS THE TRUST’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2009.

 
17

 

PROPOSALS FOR 2010 ANNUAL MEETING OF PARTICIPANTS

Participants who wish to make a proposal to be included in the Trust’s proxy statement and form of proxy for the Trust’s 2010 Annual Meeting of Participants (expected to be held in July 2010) must cause such proposal to be received by the Trust at its principal office not later than December 15, 2009.

OTHER MATTERS

The Trust currently has no independent investment adviser.

At the date of this Proxy Statement, the Trustees know of no other matters that may come before the Meeting.  If any other matter properly comes before the Meeting, it is the intention of the persons named in the enclosed form of Proxy to vote the Units represented by such Proxy in accordance with their best judgment.

Participants who are unable to attend the Meeting in person are urged to forward their Proxies without delay.  A prompt response will be appreciated.
 
 
By Order of the Board of Trustees
   
  /s/ Stephen Coyle
 
STEPHEN COYLE
 
Chief Executive Officer
 
 
18