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:
£
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Preliminary
Proxy Statement
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£
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Confidential,
For Use of the Commission Only (as permitted by
Rule14a-6(e)(2))
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T
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Definitive
Proxy Statement
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£
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Definitive
Additional Materials
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£
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Soliciting
Material Under Rule 14a-12
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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):
£
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Fee
computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
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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.
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Sincerely,
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/s/
Stephen
Coyle |
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Stephen
Coyle
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Chief
Executive Officer
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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
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FOR £ AGAINST £ ABSTAIN £
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(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)
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FOR £ AGAINST £ ABSTAIN £
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John
J. Flynn (Class II Union Trustee)
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FOR £ AGAINST £ ABSTAIN £
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Lindell
Lee (Class II Union Trustee)
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FOR £ AGAINST £ ABSTAIN £
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Elizabeth
H. Shuler (Class II Union Trustee)
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FOR £ AGAINST £ ABSTAIN £
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Stephen
Frank (Class II Management Trustee)
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FOR £ AGAINST £ ABSTAIN £
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Richard
Ravitch (Class II Management Trustee)
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FOR £ AGAINST £ ABSTAIN £
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Marlyn
J. Spear (Class II Management Trustee)
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FOR £ AGAINST £ ABSTAIN £
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(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:
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FOR £ AGAINST £ ABSTAIN £
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(IV) Upon
such other matters as may properly come before the meeting:
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FOR £ AGAINST £ ABSTAIN £
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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:
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(Signature)
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(Name
– please print)
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Title:
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(please
print)
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To vote
via Internet, please use the following User Name and 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:
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PLEASE
SIGN, DATE AND MAIL THIS PROXY PROMPTLY IN THE ENCLOSED SELF-ADDRESSED,
STAMPED ENVELOPE.
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BY
FACSIMILE:
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PLEASE
SIGN, DATE AND FAX THIS PROXY TO
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BY
INTERNET:
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PLEASE
GO TO https://proxy.aflcio-hit.com
AND ENTER THE USER NAME AND PASSWORD INDICATED
ABOVE.*
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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.
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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;
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2.
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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;
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3.
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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
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4.
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To
transact such other business as may properly come before the Meeting or
any adjournment or adjournments
thereof.
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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.
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By
Order of the Board of Trustees
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/s/
Stephen
Coyle |
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Stephen
Coyle
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Chief
Executive Officer
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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?
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:
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1)
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Use
a web browser to go to https://proxy.aflcio-hit.com
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2)
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Enter
the User Name* and Password* that are included with this
mailing.
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*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:
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FOR
election of the nominated Chairman (see page
4);
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FOR
election of the nominated Trustees (see page 4);
and
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·
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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).
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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?
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.
ELECTION
OF CHAIRMAN AND TRUSTEES
PROPOSAL
I:
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TO
ELECT THE CHAIRMAN
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PROPOSAL
II:
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TO
ELECT FOUR (4) CLASS II UNION TRUSTEES AND THREE (3) CLASS II MANAGEMENT
TRUSTEES
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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.
Name, Age, Address
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Position Held with the
Trust
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Term of Office and Length of Time
Served
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Principal Occupation/Business Experience During
Past 5 Years*
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Number of Series in the Trust Overseen by
Trustee
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Other Directorships Held by Trustee**
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John
J. Sweeney
815
16th Street, N.W.
Washington,
D.C. 20006
Age
75
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Union
Trustee
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Service
Commenced April 1981, Term Expires
2010
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President
Emeritus, AFL-CIO; formerly President, AFL-CIO
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2
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None
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Mark
Ayers
815
16th Street, N.W.
Suite
600
Washington,
D.C. 20006
Age
60
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Union
Trustee
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Service
Commenced March 2008, Term Expires 2009
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President,
Building and Construction Trades Department, AFL-CIO; formerly Director,
International Brotherhood of Electrical Workers (“IBEW”) Construction
& Maintenance Division.
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2
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None
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John
J. Flynn
1776
Eye Street, N.W.
Washington,
D.C. 20006
Age
75
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Union
Trustee
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Service
Commenced May 2000, Term Expires 2009
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President,
International Union of Bricklayers and Allied
Craftworkers.
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2
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None
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Lindell
Lee
900
7th
Street, N.W.
Washington,
D.C.
20001
Age
63
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Union
Trustee
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Service
Commenced September 2008, Term Expires 2009
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International
Secretary-Treasurer, IBEW; formerly International Vice President,
IBEW.
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2
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None
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Elizabeth
H. Shuler
815
16th Street, N.W.
Washington,
D.C. 20006
Age
39
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Union
Trustee
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N/A
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Secretary
Treasurer, AFL-CIO; formerly Executive Assistant to the President,
IBEW
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N/A
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None
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Stephen
Frank
8584
Via Avellino
Lake
Worth, FL 33467
Age
69
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Management
Trustee
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Service
Commenced May 2003, Term Expires 2009
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Retired;
formerly Vice President and Chief Financial Officer, The Small Business
Funding Corporation.
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2
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None
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____________________________
* 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.
Name, Age, Address
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Position Held with the
Trust
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Term of Office and Length of Time
Served
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Principal Occupation/Business Experience During
Past 5 Years*
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Number of Series in the Trust Overseen by
Trustee
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Other Directorships Held by Trustee**
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Marlyn
J. Spear, CFA
500
Elm Grove Road
Elm
Grove, WI 53122
Age
56
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Management
Trustee
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Service
Commenced March 1995, Term Expires 2009
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Chief
Investment Officer, Building Trades United Pension Trust Fund (Milwaukee
and Vicinity).
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2
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Baird
Funds, Inc.
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Richard
Ravitch
610
5th Avenue
Ste.
420
New
York, NY 10020
Age
76
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Chairman
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Service
Commenced 1991, Term expires 2009
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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.
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2
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None
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THE
BOARD OF TRUSTEES RECOMMENDS THAT PARTICIPANTS VOTE “FOR” THE ELECTION OF THE
NOMINEES AS CHAIRMAN AND
CLASS
II TRUSTEES, AS APPLICABLE.
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
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Position Held with the
Trust
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Term of Office and Length of Time
Served
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Principal Occupation/Business Experience During
Past 5 Years*
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Number of Series in the Trust Overseen by
Trustee
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Other Directorships Held by Trustee**
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Richard
L. Trumka
815
16th Street, N.W.
Washington,
D.C. 20006
Age
60
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Union
Trustee
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Service
Commenced December 1995, Term Expires 2011
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President,
AFL-CIO; formerly Secretary-Treasurer, AFL-CIO.
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2
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None
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Arlene
Holt Baker
815
16th Street, N.W.
Washington,
D.C. 20006
Age
58
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Union
Trustee
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Service
Commenced March 2008 Term Expires 2011
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Executive
Vice President, AFL-CIO; formerly President, Voices for Working Families
and Executive Assistant to the President, AFL-CIO.
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2
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None
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Frank
Hurt
10401
Connecticut Avenue
Kensington,
MD 20895
Age
70
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Union
Trustee
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Service
Commenced March 1993, Term Expires 2010
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International
President, Bakery, Confectionery & Tobacco Workers and Grain Millers
International Union.
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2
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None
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James
A. Williams
1750
New York Avenue, N.W.
Washington,
D.C.
20006
Age
59
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Union
Trustee
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Service
Commenced June 2005, Term Expires 2011
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General
President, International Union of Painters and Allied Trades of the United
States and Canada (“IUPAT”); formerly General Secretary-Treasurer,
IUPAT.
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2
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None
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George
Latimer
1600
Grand Avenue
St.
Paul, MN 55105
Age
74
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Management
Trustee
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Service
Commenced May 1996, Term Expires 2011
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Distinguished
Visiting Professor of Urban Land Studies, Macalester College; formerly,
Director, Special Actions Office, Department of Housing and Urban
Development.
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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.
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).
|
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.
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.
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.
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.
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.
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 |
|
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%.
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.
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.
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