UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant |X|
Filed by a Party other than the Registrant |_|
Check the appropriate box:
|_| Preliminary Proxy Statement
|_| Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
|X| Definitive Proxy Statement
|_| Definitive Additional Materials
|_| Soliciting Material Pursuant to ss.240.14a-12
AFL-CIO Housing Investment Trust
(Name of Registrant as Specified In Its Charter)
N/A
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
|X| No fee required.
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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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):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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|_| 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:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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May 18, 2005
TO PARTICIPANTS, AFL-CIO HOUSING INVESTMENT TRUST
Enclosed is the Notice of 2005 Annual Meeting of Participants and a Proxy
Statement describing the election of a Chairman and Trustees and the
ratification of the independent registered public accounting firm and other
indicated matters that are expected to 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/spt
opeiu #2, afl-cio
Enclosures
AFL-CIO HOUSING INVESTMENT TRUST
PROXY
2005 Annual Meeting of Participants
The undersigned hereby appoints Michael M. Arnold and Helen R. Kanovsky
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 to be held June 8, 2005 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 2006 Annual Meeting
of Participants or until his successor is elected and qualifies:
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Richard Ravitch
FOR |_| AGAINST |_| ABSTAIN |_|
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(II) For the election and reelection of three (3) Class I Union Trustees
and two (2) Class I Management Trustees, to serve until the 2008 Annual Meeting
of Participants or until their respective successors are elected and qualify:
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Linda Chavez-Thompson (Class I Union Trustee)
FOR |_| AGAINST |_| ABSTAIN |_|
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Richard L. Trumka (Class I Union Trustee)
FOR |_| AGAINST |_| ABSTAIN |_|
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James A. Williams (Class I Union Trustee)
FOR |_| AGAINST |_| ABSTAIN |_|
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George Latimer (Class I Management Trustee)
FOR |_| AGAINST |_| ABSTAIN |_|
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Jack Quinn (Class I Management Trustee)
FOR |_| AGAINST |_| ABSTAIN |_|
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(III) For ratification of the Board of Trustees' selection of Ernst &
Young, LLP as the independent registered public accounting firm for the Trust's
2005 fiscal year:
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FOR |_| AGAINST |_| ABSTAIN |_|
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and 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 2005 Annual Meeting of
Participants to be held June 8, 2005 and the Proxy Statement dated May 18, 2005.
Please sign your name and indicate your capacity as attorney, trustee or
official of a Participant.
Dated: ____________________, 2005
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 http://www.aflcio-hit.com/proxy AND ENTER
THE USER NAME AND PASSWORD INDICATED ABOVE.*
PLEASE NOTE THAT ALL VOTES MUST BE TIME-STAMPED OR POSTMARKED
BY MIDNIGHT ON JUNE 7, 2005.
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* Please note the User Name and Password are case-sensitive.
AFL-CIO HOUSING INVESTMENT TRUST
NOTICE OF THE 2005 ANNUAL MEETING OF PARTICIPANTS
To Participants, AFL-CIO Housing Investment Trust:
Notice is hereby given that the 2005 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, 1717 K Street, N.W.,
Suite 707, Washington, D.C. 20036 on June 8, 2005 at 2:00 p.m. for the following
purposes:
1. To reelect a Chairman to hold office until the 2006 Annual Meeting of
Participants or until his successor is elected and qualifies;
2. To reelect two (2) Class I Union Trustees and one (1) Class I Management
Trustee, and to elect one (1) Class I Union Trustee and one (1) Class I
Management Trustee, to hold office until the 2008 Annual Meeting of
Participants or until their respective successors are elected and qualify;
3. To ratify the selection of Ernst & Young, LLP as the independent
registered public accounting firm for the Trust's fiscal year ending
December 31, 2005; 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 March 31, 2005 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: May 18, 2005
AFL-CIO HOUSING INVESTMENT TRUST
PROXY STATEMENT
May 18, 2005
GENERAL MATTERS
This Proxy Statement is being sent on May 18, 2005 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, 1717 K Street, N.W., Suite 707, Washington, D.C. 20036, on June 8,
2005, beginning at 2:00 p.m. and at any adjournment(s) thereof.
A copy of the Trust's Annual Report for the year ended December 31, 2004
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 2004 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
Stephanie Turman. Written requests may be directed to Michael Arnold, Senior
Executive Vice President - Marketing, Investor and Labor Relations, AFL-CIO
Housing Investment Trust, 1717 K Street, N.W., Suite 707, Washington, D.C.
20036.
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 reelection of
a Chairman of the Board of Trustees, (ii) the election and reelection of
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 March 31, 2005 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 3,287,223.770 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, 3,287,223.770 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.
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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 http://www.aflcio-hit.com/proxy
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:
o FOR re-election of the nominated Chairman (see page 3);
o FOR election and re-election of the nominated Trustees (see
page 3); and
o FOR ratification of the selection of Ernst & Young, LLP as the
independent registered public accounting firm for the Trust's
fiscal year ending December 31, 2005 (see page 12).
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?
As to Proposals I, II and III, the vote required for approval 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.
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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 May 18, 2005.
ELECTION OF TRUSTEES
PROPOSAL I: TO REELECT THE CHAIRMAN
PROPOSAL II: TO ELECT OR REELECT THREE (3) CLASS I UNION TRUSTEES AND TWO
(2) CLASS I 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 neutral Trustee is to be the Chairman. The Board
of Trustees currently consists of 13 Trustees, eight (8) of whom are Union
Trustees (Chavez-Thompson, Flynn, Hurt, Stern, Sullivan, Sweeney, Trumka and
Walters), four (4) of whom are Management Trustees (Frank, Latimer, Spear and
Stanley), and one (1) of whom is the Chairman (Ravitch). Proxies will not be
voted for a greater number of persons than the number of nominees named.
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 Chavez-Thompson, Stern, Trumka, Latimer and Chairman Ravitch will
expire on the day of the Meeting. The Class I Trustees standing for reelection
are: Chavez-Thompson, Trumka and Latimer.
Two individuals have been nominated for election by the Board of Trustees,
as recommended by the Nominating Committee, to serve on the Board of Trustees as
Class I Trustees. They are: James A. Williams (to serve as a Class I Union
Trustee) and Jack Quinn (to serve as a Class I Management Trustee). Both
nominees standing for election were recommended for service by members of the
Board of Trustees. The principal occupations and business experience for the
past five years of the Class I Trustees standing for reelection and election are
described below under "Nominees for Reelection and Election."
If a proxy in the enclosed form 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 I Trustees will serve for
three-year terms ending in 2008, or until their respective successors are
elected and qualify.
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.
NOMINEES FOR REELECTION AND 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
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of the Trust. Each nominee has consented to be named in this Proxy Statement and
to serve on the Board of Trustees if elected.
Other
Term of Office Directorships
Position Held and Length of Principal Occupation/Business Held by
Name, Age, Address with Trust Time Served Experience During Past 5 Years Trustee**
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Richard Ravitch Chairman Service Commenced Principal, Ravitch, Rice & Co. LLC None
610 5th Avenue May 1991. formerly, Chairman, Aquarius Management
Ste. 420 Term expires 2005 Corporation (limited profit housing
New York, NY 10020 project management)
Age 71
Linda Chavez-Thompson Union Trustee Service Commenced Executive Vice President, AFL-CIO None
815 16th Street, NW May 1996.
Washington, DC 20006 Term Expires 2005
Age 60
Richard Trumka Union Trustee Service Commenced Secretary-Treasurer, AFL-CIO None
815 16th Street, NW May 1996.
Washington, DC 20006 Term Expires 2005
Age 55
James A. Williams Union None General President, International Union of None
1750 New York Avenue, NW Trustee Painters and Allied Trades ("IUPAT");
Washington, DC General Secretary-Treasurer, IUPAT
20006
Age 54
George Latimer Management Service Commenced Distinguished Visiting Professor of Urban Identix, Inc.
1600 Grand Avenue Trustee May 1996. Studies, Macalester College; formerly,
St. Paul, MN 55105 Term Expires 2005 Chief Executive Officer, National Equity
Age 69 Fund (a tax credit investment company)
Jack Quinn Management None President, Cassidy & Associates; Former None
700 13th Street, NW Trustee Member, United States House of
Suite 400 Representatives
Washington, DC
20005
Age 54
THE BOARD OF TRUSTEES RECOMMENDS THAT PARTICIPANTS VOTE "FOR" THE
REELECTION AND ELECTION, AS APPLICABLE, OF THE NOMINATED CHAIRMAN AND
CLASS I TRUSTEES.
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** 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.
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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.
Other
Term of Office Directorships
Position Held and Length of Principal Occupation/Business Held by
Name, Age, Address with Trust Time Served Experience During Past 5 Years Trustee**
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John J. Sweeney Union Trustee Service Commenced President, AFL-CIO None
815 16th Street, N.W. April 1981. Term
Washington, D.C. 20006 Expires 2007
Age 71
John J. Flynn Union Trustee Service Commenced President, International Union of None
1776 Eye Street, N.W. May 2000. Bricklayers and Allied Craftsmen (BAC);
Washington, D.C. 20006 Term Expires 2006 formerly BAC Secretary-Treasurer
Age 70
Frank Hurt Union Trustee Service Commenced President, Bakery, Confectionery & Tobacco None
10401 Connecticut March 1993. Workers and Grain Millers International
Avenue Term Expires 2007 Union
Kensington, MD 10895
Age 66
Edward C. Sullivan Union Trustee Service Commenced, President, Building and Construction None
815 16th Street, N.W. Suite May 2000. Trades Department, AFL-CIO; formerly,
600 Term Expires 2006 General President, International Union of
Washington, D.C. 20006 Elevator Constructors
Age 61
Jon F. Walters * Union Trustee Service Commenced, International Secretary-Treasurer, None
900 7th Street, N.W. May 2005. International Brotherhood of Electrical
Washington, D.C. Term Expires 2006 Workers (IBEW); formerly, International
20001 Vice President of the Eighth District IBEW
Age 63
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* Trustee Walters was elected pursuant to Section 2.7 of the Trust's Declaration
of Trust, which permits, upon the resignation of any Union Trustee, the
remaining Union Trustees to appoint by majority vote a replacement to serve out
the remainder of the term of such resigning Union Trustee. Mr. Walters was
unanimously appointed by the Union Trustees to serve out the remainder of
Trustee Jeremiah O'Connor's term, such term to expire at the 2006 Annual Meeting
of Participants or until his respective successor shall be elected and qualify.
Trustee O'Connor resigned effective March 1, 2005.
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Other
Term of Office Directorships
Position Held and Length of Principal Occupation/Business Held by
Name, Age, Address with Trust Time Served Experience During Past 5 Years Trustee**
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Tony Stanley Management Service Commenced Executive Vice President (retired) and None
25250 Rockside Road Trustee December 1983. Director, TransCon Builders, Inc.
Cleveland, OH 44146 Term Expires 2007
Age 71
Stephen Frank Management Service Commenced Independent Consultant; formerly Vice None
9509 Lost Trail Way Trustee May 2003. President and Chief Financial Officer, The
Potomac, MD 20854 Term Expires 2006 Small Business Funding Corporation
Age 65
Marlyn J. Spear, CFA Management Service Commenced Chief Investment Officer, Building Trades None
500 Elm Grove Road Trustee March 1995. Term United Pension Trust Fund, Milwaukee, WI
Elm Grove, WI 53122 Expires 2006
Age 51
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** 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.
EXECUTIVE OFFICERS
All executive officers of the Trust are located at 1717 K Street, N.W.,
Suite 707, Washington, D.C. 20036. The executive officers of the Trust 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 w/ Trust Previous Principal Occupations over Past 5 Years
- ---------------------------------------------------------------------------------------------------------------------------------
Stephen F. Coyle Chief Executive Officer Chief Executive Officer since 1992, AFL-CIO Housing Investment
Age 59 Trust
Michael M. Arnold Senior Executive Vice President - Executive Vice President - Marketing, Investor and Labor Relations
Age 65 Marketing, Investor and Labor in 2001 and Director of Investor Relations from 1985-2000, AFL-CIO
Relations since January 2002 Housing Investment Trust
Helen R. Kanovsky Chief Operating Officer since Executive Vice President - Finance and Administration from
Age 54 January 2002 1999-2001, AFL-CIO Housing Investment Trust
Erica Khatchadourian Chief Financial Officer since Executive Vice President - Finance and Administration, from
Age 37 January 2004 2001-2003, Controller in 2001, and Chief of Staff from 1997-2000,
AFL-CIO Housing Investment Trust
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Name & Age Current Position w/ Trust Previous Principal Occupations over Past 5 Years
- ---------------------------------------------------------------------------------------------------------------------------------
John Hanley Executive Vice President - Executive Vice President, from 2001-2003, AFL-CIO Investment Trust
Age 38 Investments and Portfolio Corporation; Chief Investment Officer from 1998-2000, AFL-CIO
Management since May 2002 Housing Investment Trust
Chang Suh Executive Vice President/Chief Chief Portfolio Manager from March 2003-Novemeber 2004, Assistant
Age 34 Portfolio Manager since November Portfolio Manager from 2001-2003, Senior Portfolio Analyst from
2004 1998-2001, AFL-CIO Housing Investment Trust
Mary C. Moynihan General Counsel since April 2004 Chief Counsel, January 2004-April 2004, Deputy General Counsel in
Age 45 2003, AFL-CIO Housing Investment Trust
Stephanie Wiggins Chief Investment Officer - Director, Fannie Mae Production from 2000-2001, AFL-CIO Housing
Age 39 Multifamily Investments since Investment Trust; Director, Prudential Mortgage Capital Company
January 2002 from 1998-2000
Nicholas Milano Associate General Counsel (since Senior Counsel, Division of Investment Management,
Age 37 January 2003) and U.S. Securities and Exchange Commission from 2001-2003; Senior
Chief Compliance Officer (since Counsel, Division of Trading and Markets, U.S. Commodity Futures
May 2004) Trading Commission from 1999-2001
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 Executive Committee is currently composed of Chairman Ravitch, who
serves as Chairman of the Committee, Union Trustee Sweeney and Management
Trustee Stanley. The Executive Committee has all the authority of the Board of
Trustees when the Board is not in session and met seven times during 2004.
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. It is composed
of Mssrs. Ravitch, Stanley and Sweeney, none of whom are 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 2004 and
has met once in 2005.
The Nominating Committee has a charter, a copy of which is included as
Attachment A to this 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, the majority of which are disinterested, to
set a record date by which Participants in the Trust may submit matters for
7
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 Committee is composed
of Chairperson of the Committee, Marlyn Spear (designated Audit Committee
Financial Expert), Stephen Frank (designated Audit Committee Financial Expert),
Frank Hurt, Richard Trumka, George Latimer, and Tony Stanley, none of whom are
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 is included as Attachment B to this 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 three times in 2004
and has met two times in 2005.
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 2004.
Board of Trustees
The Board of Trustees met four times during the Trust's fiscal year ended
December 31, 2004. Trustees Trumka, Chavez-Thompson, Flynn, Frank, Hurt,
O'Connor, Stern and Wiegert attended fewer than 75 percent 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 2004 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 Senior Executive Vice President for Marketing, Investor and Labor
Relations. 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 Trustees and no Participants attended the Trust's
Annual Meeting in 2004.
COMPENSATION OF TRUSTEES AND EXECUTIVE OFFICERS
During the fiscal year ended December 31, 2004, 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, 2004 was $23,000. The Trust
reimbursed all Trustees for out-of-pocket expenses incurred in attending Board
of Trustees and committee meetings.
8
During the fiscal year ended December 31, 2004, the Trust employed Stephen
Coyle as Chief Executive Officer pursuant to an employment agreement. During
that period, Mr. Coyle's compensation from the Trust was $217,915 in salary and
cash compensation, $90,863 of deferred compensation and interest on previously
deferred compensation received in lieu of participation in the Retirement Plan,
and $2,175 in matching funds under the AFL-CIO Housing Investment Trust 401(k)
Retirement Plan.
2004 Compensation Table
The following table sets forth the aggregate compensation, including any
previously deferred compensation, paid during the 2004 fiscal year to each of
the three highest paid officers of the Trust and to all Trustees of the Trust.
As the Trust is a single, internally managed fund, its staff includes more than
60 employees. Therefore, in addition to those individuals identified in the
table below, the Trust had 46 other employees who earned aggregate compensation
exceeding $60,000 during the 2004 fiscal year.
Pension or Total
Aggregate Retirement Benefits Estimated Annual Compensation
Compensation From Accrued as Part of Benefits Upon From Trust Paid
Name of Person, Position the Trust Trust Expenses Retirement(1) to Trustees
- -------------------------------------------------------------------------------------------------------------------
Stephen Coyle(2) Cannot be
Chief Executive Officer $217,915 $93,038 determined Not applicable
Helen R. Kanovsky(3)
Chief Operating Officer 223,393 34,103 $47,006 Not applicable
Erica Khatchadourian(4)
Chief Financial Officer 192,944 30,098 55,204 Not applicable
Richard Ravitch,
Chairman 10,000 0 0 10,000
Linda Chavez-Thompson,
Union Trustee 0 0 0 0
John J. Flynn,
Union Trustee 0 0 0 0
Stephen Frank
Management Trustee* 2,500 0 0 2,500
Frank Hurt,
Union Trustee 0 0 0 0
- ----------
(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."
(2) Aggregate Compensation includes $8,775 of deferred compensation in 2004
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 $2,175 of matching funds paid into
the 401(k) Plan and $90,863 of deferred compensation in lieu of participation in
the Retirement Plan. The total amount deferred by Mr. Coyle through December 31,
2004 in lieu of participation in the Retirement Plan, including interest, is
$979,937 and the total amount deferred under the 401(k) Plan through December
31, 2004, including interest and Trust matching, is $119,350.
(3) Aggregate Compensation includes $16,000of deferred compensation in 2004
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 $2,900 of matching funds paid into the 401(k) Plan and $31,203
contributed to the Retirement Plan in 2004. The total amount deferred by Ms.
Kanovsky as of December 31, 2004 under the 401(k) Plan, including interest and
Trust matching, is $79,585.
(4) Aggregate compensation includes $13,000 of deferred compensation in 2004
under the 401(k) Plan, and excludes amounts contributed to the Retirement Plan
on Ms. Khatchadourian's behalf. Pension or Retirement Benefits as Part of Trust
Expenses includes $2,900 of matching funds paid into the 401(k) Plan and $27,198
contributed to the Retirement Plan in 2004. The total amount deferred by Ms.
Khatchadourian as of December 31, 2004 under the 401(k) Plan, including interest
and HIT matching, is $156,490.
9
Pension or Total
Aggregate Retirement Benefits Estimated Annual Compensation
Compensation From Accrued as Part of Benefits Upon From Trust Paid
Name of Person, Position the Trust Trust Expenses Retirement(1) to Trustees
- -------------------------------------------------------------------------------------------------------------------
Jeremiah O'Connor,
Union Trustee* 0 0 0 0
Andrew Stern,
Union Trustee 0 0 0 0
Edward C. Sullivan,
Union Trustee 0 0 0 0
John Sweeney,
Union Trustee 0 0 0 0
Richard Trumka,
Union Trustee 0 0 0 0
Jon F. Walters,
Union Trustee* 0 0 0 0
George Latimer,
Management Trustee 2,500 0 0 2,500
Marlyn J. Spear,
Management Trustee 2,500 0 0 2,500
Tony Stanley,
Management Trustee 5,500 0 0 5,500
Patricia F. Wiegert,
Management Trustee* 0 0 0 0
* Management Trustee Wiegert and Union Trustee O'Connor resigned from their
positions in June 2004 and March 2005, respectively. Trustee Walters was elected
pursuant to Section 2.7 of the Trust's Declaration of Trust, which permits, upon
the resignation of any Union Trustee, the remaining Union Trustees to appoint by
majority vote a replacement to serve out the remainder of the Term of such
resigning Union Trustee. Mr. Walters was unanimously appointed by the Union
Trustees to serve out the remainder of Trustee O'Connor's term, such term to
expire at the 2006 Annual Meeting of Participants or until his respective
successor shall be elected and qualify.
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, personnel (other than the Chief Executive Officer) were provided pursuant
to a Personnel Contract between the Trust and the AFL-CIO, whereby the Trust
reimbursed the AFL-CIO for the AFL-CIO's costs of employing the personnel. 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.
10
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 $205,000. In general, rates are determined actuarially every
year. The Retirement Plan was funded by employer contributions at rates of
approximately 16.31% of eligible employees' base salaries during the twelve
months ended December 31, 2004. During 2004, the annual base salaries for
pension purposes Ms. Kanovsky, and Ms. Khatchadourian were $191,248 and $166,659
respectively.
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 , Ms. Kanovsky has approximately 8 credited years of service,
and Ms. Khatchadourian has approximately 12 credited years of service under the
Retirement Plan.
Years of Service
Final Average Salary(1) 15(2) 20(2) 25(2) 30(3) 35(3)
----------------------- -----------------------------------------------------------
$100,000 $45,000 $ 60,000 $ 75,000 $ 77,500 $ 80,000
150,000 67,500 90,000 112,500 116,250 120,000
205,000 92,250 123,000 153,750 158,875 164,000
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 $13,000 in 2004 (or up to $16,000 for eligible employees over
the age of 50). In 2005, the Trust will match dollar-for-dollar the first $3,100
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).
- ----------
(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 as 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) 0.50% per year over 25 years.
11
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 70 1/2. 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 his or her account
upon the employee's attainment of age 65. A participating employee may borrow
from his or her account subject to certain prescribed limitations.
The following table sets forth the amounts paid or distributed pursuant to
the 401(k) Plan in 2004 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 2004,
the distribution or unconditional vesting of which are not subject to future
events.
Amount
Deferred from
Trust
Amount Paid or Aggregate Employer
Name of Individual Distributed Compensation Matching
- --------------------------------- -------------- ------------- --------
Stephen Coyle $ 0 $ 8,775 $ 2,175
Helen R. Kanovsky 0 16,000 2,900
Erica Khatchadourian 0 13,000 2,900
DESIGNATION OF ACCOUNTANTS
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 2005. 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 accountant firm for the audit of the Trust's annual financial
statements and for services normally provided by the independent registered
public accountant firms in connection with statutory and regulatory filings or
engagements were $183,082 for the fiscal year ended December 31, 2004.
The aggregate fees billed for services provided to the Trust by its independent
registered public accountant firm for the audit of the Trust's annual financial
statements and for services normally provided by the independent registered
public accountant firms in connection with statutory and regulatory filings or
engagements were $196,515 for the fiscal year ended December 31, 2003.
12
(2) Audit-Related Fees
The aggregate fees billed for assurance and related services performed by the
principal accountant 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 $7,500 for the fiscal year ended December 31, 2004. 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 the
principal accountant 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, 2003. 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
accountant firm for tax compliance, tax advice and tax planning services
provided to the Trust were $13,500 for the fiscal year ended December 31, 2004.
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
accountant firm for tax compliance, tax advice and tax planning services
provided to the Trust were $15,000 for the fiscal year ended December 31, 2003.
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
accountant 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, 2004. 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
accountant 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 adviser that provide
ongoing services to the Trust were $0 for the fiscal year ended December 31,
2003. 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 accountant firm to the Trust other than those set forth in
paragraphs (1), (2) and (3) above were $7,000 for the fiscal year ended December
31, 2004. The fees covered services connected to performance of Association for
Investment Management and Research (AIMR) compliance services. 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 accountant firm to the Trust other than those set forth in
paragraphs (1), (2) and (3) of this Item were $6,690 for the fiscal year ended
December 31, 2003. The fees covered services connected to performance of
Association for Investment Management and Research (AIMR) compliance services.
The percentage of these fees relating to services approved
13
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 accountant 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, 2004. 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 accountant 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, 2003. 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
accountant firm for services rendered to the Trust and to its investment adviser
and other service providers under common control with the investment adviser
were $28,000 and $21,690 for the fiscal years ended December 31, 2004 and
December 31, 2003, respectively.
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 accountant
firm, the Trust's Audit Committee has considered the independent registered
public accountant 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 year 2004 and by the
Legal and Audit Committee (predecessor committee to the Audit Committee) for the
fiscal year 2003. In addition, the Audit Committee or before its constitution,
the Legal and Audit Committee pre-approved the provision of all non-audit
related services by Ernst & Young, LLP for the fiscal years 2004 and 2003 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 2005.
PROPOSALS FOR 2006 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 2006 Annual Meeting of
Participants (expected to be held in May 2006) must cause such proposal to be
received by the Trust at its principal office not later than December 15, 2005.
14
OTHER MATTERS
The Trust currently has no independent investment adviser other than
Wellington Management Company LLP. Wellington Management Company is a
Massachusetts limited liability partnership and a registered investment adviser.
Its principal offices are located at 75 State Street, Boston, Massachusetts
02109.
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
15