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 [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
Rule14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Under Rule 14a-12
AFL-CIO Housing Investment Trust
(Name of Registrant as Specified In Its Charter)
______________________________________
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
_______________________
2) Aggregate number of securities to which transaction applies:
_______________________
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee
is calculated and state how it was determined):
__________________________________________________________________
4) Proposed maximum aggregate value of transaction: ________________
5) Total fee paid: _____________________________________________________
[ ] Fee paid previously with preliminary materials:
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.
1) Amount previously paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
June 30, 2008
TO PARTICIPANTS, AFL-CIO HOUSING INVESTMENT TRUST
Enclosed is the Notice of the 2008 Annual Meeting of Participants and a Proxy
Statement describing proposals relating to the reelection of the Chairman and
certain Trustees of the Board of Trustees, the ratification of the independent
registered public accounting firm and other indicated matters that may properly
come up at the meeting.
Also enclosed is a proxy card for each Participant noting the number of Units
held by that Participant and the exact name in which those Units are registered.
A Participant that does not wish to send a representative to the meeting should
vote its Units by mail, Internet or facsimile, as described herein, as soon as
possible.
Sincerely,
/s/ Stephen Coyle
Stephen Coyle
Chief Executive Officer
PLEASE VOTE WITHIN FIVE DAYS OF RECEIPT
SC/mo
opeiu #2, afl-cio
Enclosures
AFL-CIO HOUSING INVESTMENT TRUST
PROXY
2008 Annual Meeting of Participants
The undersigned hereby appoints Helen R. Kanovsky and Mary C. Moynihan 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 July 24, 2008 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 reelection of a Chairman to serve until the 2009 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 reelection of three (3) Class I Union Trustees and two (2)
Class I Management Trustees, to serve until the 2011 Annual Meeting of
Participants or until their respective successors are elected and qualify:
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Arlene Holt Baker (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 [ ]
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
George Latimer (Class I Management Trustee)
FOR [ ] AGAINST [ ] ABSTAIN [ ]
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Jack Quinn (Class I Management Trustee)
FOR [ ] AGAINST [ ] ABSTAIN [ ]
- --------------------------------------------------------------------------------
(III) For ratification of the Board of Trustees' selection of Ernst &
Young, LLP as the independent registered public accounting firm for the Trust's
2008 fiscal year:
- --------------------------------------------------------------------------------
FOR [ ] AGAINST [ ] ABSTAIN [ ]
- --------------------------------------------------------------------------------
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(IV) Upon such other matters as may properly come before the meeting:
- --------------------------------------------------------------------------------
FOR [ ] AGAINST [ ] ABSTAIN [ ]
- --------------------------------------------------------------------------------
The Trustees recommend a vote FOR the above items. ANY PROXY NOT MARKED
OTHERWISE WILL BE TREATED AS A VOTE FOR THE ITEMS.
---
The Units of Participation represented hereby will be voted in accordance
with instructions contained in this Proxy.
The undersigned hereby ratifies and confirms all that said proxies or
their substitutes or any of them may lawfully do by virtue hereof. The
undersigned hereby acknowledges receipt of the Notice of the 2008 Annual Meeting
of Participants to be held July 24, 2008 and the Proxy Statement dated June 30,
2008.
Please sign your name and indicate your capacity as attorney, trustee or
official of a Participant.
Dated: _______________, 2008
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: ________________________________________________
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THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE TRUST.
IMPORTANT: THIS PROXY MAY BE VOTED IN ANY OF THREE (3) WAYS:
BY MAIL: PLEASE SIGN, DATE AND MAIL THIS PROXY PROMPTLY IN THE ENCLOSED
SELF-ADDRESSED, STAMPED ENVELOPE.
BY FACSIMILE: PLEASE SIGN, DATE AND FAX THIS PROXY TO (202) 331-8190.
BY INTERNET: PLEASE GO TO https://proxy.aflcio-hit.com AND ENTER THE USER
NAME AND PASSWORD INDICATED ABOVE.*
PLEASE NOTE THAT ALL VOTES MUST BE TIME-STAMPED OR POSTMARKED
BY MIDNIGHT ON JULY 23, 2008.
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* Please note the User Name and Password are case-sensitive.
AFL-CIO HOUSING INVESTMENT TRUST
NOTICE OF THE 2008 ANNUAL MEETING OF PARTICIPANTS
To Participants, AFL-CIO Housing Investment Trust:
Notice is hereby given that the 2008 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 July 24, 2008 at 2:00 p.m. for
the following purposes:
1. To reelect Richard Ravitch as Chairman of the Board of Trustees to serve
until the 2009 Annual Meeting of Participants or until his successor is
elected and qualifies;
2. To reelect Arlene Holt Baker, Richard L. Trumka and James A. Williams as
Class I Union Trustees and George Latimer and Jack Quinn as Class I
Management Trustees to serve until the 2011 Annual Meeting of Participants
or until their respective successors are elected and qualify;
3. To ratify the Board of Trustee's selection of Ernst & Young, LLP as the
independent registered public accounting firm for the fiscal year ending
December 31, 2008; 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 June 1, 2008 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: June 30, 2008
AFL-CIO HOUSING INVESTMENT TRUST
PROXY STATEMENT
June 30, 2008
GENERAL MATTERS
This Proxy Statement is being sent on June 30, 2008 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 July 24, 2008, 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, 2007
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 2007 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.
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 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 June 1, 2008 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 3,370,067.992 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, 3,370,067.992 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.
1
HOW DO I VOTE?
By Mail: If the proxy card that is enclosed with this Proxy Statement is
properly executed and returned, the Units of Participation it represents will be
voted at the Meeting in accordance with the instructions noted thereon. If no
direction is indicated, the proxy card will be voted in accordance with the
Trustees' recommendations set forth thereon.
By Facsimile: If the proxy card that is enclosed with this Proxy Statement
is properly executed and returned via facsimile to (202) 331-8190, the Units of
Participation it represents will be voted at the Meeting in accordance with the
instructions noted thereon. If no direction is indicated, the proxy card will be
voted in accordance with the Trustees' recommendations set forth thereon.
By Internet: If the proxy card is properly voted through the Internet, the
Units of Participation it represents will be voted at the Meeting in accordance
with the instructions noted thereon. If no direction is indicated, the proxy
card will be voted in accordance with the Trustees' recommendations set forth
thereon.
To vote by proxy through the Internet:
1) Use a web browser to go to https://proxy.aflcio-hit.com
2) Enter the User Name* and Password* that are included with this
mailing.
* Please note that the User Name and Password are CASE-SENSITIVE.
Please type the User Name and Password into the appropriate screen
exactly as it is shown on the enclosure.
In Person: By attending the Meeting and voting your Units.
CAN I CHANGE MY VOTE AFTER GIVING A PROXY?
Yes. Any Participant giving a Proxy may revoke it at any time before it is
exercised by giving written notice to the Trust bearing a date later than the
date of the Proxy, by submission of a later dated Proxy, or by voting in person
at the Meeting, which any Participant may do whether or not such Participant has
previously given a Proxy.
WHAT ARE THE BOARD OF TRUSTEES' RECOMMENDATIONS?
Unless you give other instructions when you vote, the persons named as
proxy holders on the proxy card will vote in accordance with the recommendations
of the Board of Trustees. The Board's recommendation is set forth together with
the description of each item in this Proxy Statement. In summary, the Board
recommends a vote:
o FOR reelection of the nominated Chairman (see page 4);
o FOR reelection of the nominated Trustees (see page 4); and
o FOR ratification of the selection of Ernst & Young, LLP as the
independent registered public accounting firm for the fiscal
year ending December 31, 2008 (see page 13).
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.
2
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 June 30, 2008.
3
ELECTION OF CHAIRMAN AND TRUSTEES
PROPOSAL I: TO REELECT THE CHAIRMAN
PROPOSAL II: TO 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, seven (7) of whom are Union
Trustees (Ayers, Flynn, Holt Baker, Hurt, Sweeney, Trumka, and Williams), five
(5) of whom are Management Trustees (Frank, Latimer, Quinn, 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 Holt Baker, Trumka, Williams, Latimer, Quinn and Chairman Ravitch
will expire on the day of the Meeting. Each of these Trustees is standing for
reelection.
Ms. Holt Baker commenced service on the Board effective March 11, 2008. In
accordance with the Declaration of Trust, she was appointed by a majority of
Union Trustees to serve out the remainder of the term of Linda Chavez Thompson,
who had resigned.
The principal occupations and business experience for the past five years
of the Class I Trustees standing for reelection are described below under
"Nominees for Reelection." 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 2011, 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
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. Each
nominee has consented to be named in this Proxy Statement and to serve on the
Board of Trustees if elected.
4
Number of
Series in Other
Position Held Term of Office the Trust Directorships
with the and Length of Principal Occupation/Business Overseen by Held by
Name, Age, Address Trust Time Served Experience During Past 5 Years* Trustee Trustee**
- ------------------------------------------------------------------------------------------------------------------------------------
Richard Ravitch Chairman Service Commenced Principal, Ravitch Rice & Co. LLC; 2 None
610 5th Avenue 1991, Term Director, Parsons, Brinckerhoff
Ste. 420 expires 2008 Inc.; formerly Co-Chair,
New York, NY 10020 Millennial Housing Commission;
Age 74 President and Chief Executive
Officer, Player Relations
Committee of Major League Baseball.
Arlene Holt Baker Union Trustee Service Commenced Executive Vice President, AFL-CIO; 2 None
815 16th Street, N.W. March 2008, formerly President, Voices for
Washington, DC 20006 Term Expires Working Families and Executive
Age 56 2008 Assistant to the President,
AFL-CIO.
Richard L. Trumka Union Trustee Service Commenced Secretary-Treasurer, AFL-CIO. 2 None
815 16th Street, N.W. December 1995,
Washington, DC 20006 Term Expires
Age 58 2008
James A. Williams Union Trustee Service Commenced General President, International 2 None
1750 New York Avenue, N.W. June 2005, Term Union of Painters and Allied
Washington, DC 20006 Expires 2008 Trades of the United States and
Age 57 Canada; formerly General
Secretary-Treasurer, IUPAT.
George Latimer Management Service Commenced Distinguished Visiting Professor 2 Identix
1600 Grand Avenue Trustee May 1996, of Urban Land Studies, Macalester Incorporated
St. Paul, MN 55105 Term Expires College; formerly, Director,
Age 73 2008 Special Actions Office, Department
of Housing and Urban Development.
Jack Quinn Management Service Commenced President, Erie County Community 2 Kaiser
700 13th Street, N.W. Trustee June 2005, Term College; Formerly Member of Aluminum
Suite 400 Expires 2008 Congress, 27th District, New York. Corporation
Washington, DC 20005
Age 57
THE BOARD OF TRUSTEES RECOMMENDS THAT PARTICIPANTS VOTE "FOR" THE
REELECTION OF THE NOMINATED CHAIRMAN AND
CLASS I TRUSTEES.
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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.
5
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.
Number of
Series in Other
Position Held Term of Office the Trust Directorships
with the and Length of Principal Occupation/Business Overseen by Held by
Name, Age, Address Trust Time Served Experience During Past 5 Years* Trustee Trustee**
- ------------------------------------------------------------------------------------------------------------------------------------
Mark Ayers Union Trustee Service President, Building and 2 None
815 16th Street, N.W. Commenced Construction Trades Department,
Suite 600 March 2008, AFL-CIO; formerly Director, IBEW
Washington, DC 20006 Term Expires Construction & Maintenance Division.
Age 59 2009
John J. Flynn Union Trustee Service Commenced President, International Union of 2 None
1776 Eye Street, N.W. May 2000, Bricklayers and Allied Craftworkers
Washington, DC 20006 Term Expires (BAC).
Age 73 2009
John J. Sweeney Union Trustee Service Commenced President, AFL-CIO. 2 None
815 16th Street, N.W. April 1981,
Washington, DC 20006 Term Expires
Age 74 2010
Frank Hurt Union Trustee Service Commenced International President, Bakery, 2 None
10401 Connecticut Avenue March 1993, Confectionery & Tobacco Workers and
Kensington, MD 20895 Term Expires Grain Millers International Union.
Age 69 2010
Stephen Frank Management Service Commenced Retired; formerly Vice President 2 None
8584 Via Avellino Trustee May 2003, and Chief Financial Officer, The
Lake Worth, FL 33467 Term Expires Small Business Funding Corporation.
Age 68 2009
Marlyn J. Spear, CFA Management Service Commenced Chief Investment Officer, Building 2 None
500 Elm Grove Road Trustee March 1995, Trades United Pension Trust Fund
Elm Grove, WI 53122 Term Expires (Milwaukee and Vicinity).
Age 55 2009
Tony Stanley Management Service Commenced Director, TransCon Builders, Inc.; 2 None
2221 Stonehaven Road Trustee December 1983, formerly Executive Vice President,
Port St. Lucie, FL Term Expires TransCon Builders, Inc.
34952 2010
Age 74
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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.
6
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:
Length of
Current Position with Time Served Previous Principal Occupations during Past 5
Name & Age the Trust with the Trust Years
- ----------------------------------------------------------------------------------------------------------------
Stephen F. Coyle Chief Executive Officer Service Chief Executive Officer since 1992, AFL-CIO
Age 62 Commenced Housing Investment Trust.
February 1992
Helen R. Chief Operating Officer Served from Executive Vice President - Finance and
Kanovsky since January 2002 January 1995 Administration from 1999-2001, AFL-CIO Housing
Age 57 through January Investment Trust; Chief of Staff from 1998-1999
1998; Service for U.S. Senator John F. Kerry; General Counsel
Recommenced from 1995-1998, AFL-CIO Housing Investment Trust.
August 1999
Erica Chief Financial Officer Service Controller in 2001, and Chief of Staff and
Khatchadourian (position formerly Commenced Director of Operations from 1997-2000, AFL-CIO
Age 40 titled Executive Vice April 1993 Housing Investment Trust.
President - Finance and
Administration) since
2001
Chang Suh Executive Vice Service Assistant Portfolio Manager from 2001-2003;
Age 37 President/Chief Commenced Senior Portfolio Analyst from 1998-2001, AFL-CIO
Portfolio Manager since April 1998 Housing Investment Trust.
March 2003
Mary C. General Counsel since Service Chief Counsel, January 2004 - April 2004; Deputy
Moynihan April 2004 Commenced General Counsel in 2003, AFL-CIO Housing
Age 48 January 2003 Investment Trust.
Christopher Associate General Service Branch Chief, 2003 - 2007 and Staff Attorney,
Kaiser Counsel since February Commenced 2001 - 2003, Division of Investment Management,
Age 43 2007 and Chief February 2007 Securities and Exchange Commission.
Compliance Officer
since June 2007
7
Length of
Current Position with Time Served Previous Principal Occupations during Past 5
Name & Age the Trust with the Trust Years
- ----------------------------------------------------------------------------------------------------------------
Stephanie Chief Investment Officer Service Director, Fannie Mae Production from 2000 - 2001,
Wiggins - Multifamily Finance Commenced AFL-CIO Housing Investment Trust; Director,
Age 43 since January 2001 November 2000 Prudential Mortgage Capital Company; Vice
President / Multifamily Transaction Manger, WMF
Capital Corporation.
Harpreet Peleg Controller since 2005 Service Formerly Chief Financial Officer, AFL-CIO
Age 34 Commenced Investment Trust Corporation; Supervisor - Gas
March 2005 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 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. It did not meet in 2007 and has met
once in 2008.
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 Messrs. 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 two times in 2007
and has met once in 2008.
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.
8
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 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 three times in
2007 and has met two times in 2008.
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 2007
and has not met in 2008.
Board of Trustees
The Board of Trustees met three times during the Trust's fiscal year ended
December 31, 2007. Trustees Frank Hurt, Richard Trumka and James Williams
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 2007 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. One Trustee and no
Participants attended the Trust's Annual Meeting in 2007.
COMPENSATION OF TRUSTEES AND EXECUTIVE OFFICERS
During the fiscal year ended December 31, 2007, 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 aggregate compensation paid to Trustees in the year ended December
31, 2007 was $23,500. The Trust reimbursed all Trustees for out-of-pocket
expenses incurred in attending Board of Trustees and committee meetings.
2007 Compensation Table
The following table sets forth the aggregate compensation, including any
previously deferred compensation, paid during the 2007 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, self-managed fund, the Trust's staff as of December
31, 2007 included 54 employees. Therefore, in addition to those individuals
identified in the table below, the Trust had 47 other employees who earned
aggregate compensation exceeding $60,000 during the 2007 fiscal year.
9
Pension or
Retirement Total
Aggregate Benefits Accrued Estimated Annual Compensation
Compensation From as Part of the Trust Benefits Upon From the Trust
Name of Person, Position the Trust Expenses Retirement(1) Paid to Trustees
- ----------------------------------------------------------------------------------------------------------
Stephen Coyle(2) $317,596 $171,325 Cannot be Not applicable
Chief Executive Officer determined
Chang Suh(3) 307,903 49,627 $57,082 Not applicable
Chief Portfolio Manager
Helen R. Kanovsky(4) 298,928 51,224 73,439 Not applicable
Chief Operating Officer
Richard Ravitch, 10,000 -- -- $10,000
Chairman
Linda Chavez-Thompson, -- -- -- --
Union Trustee
John J. Flynn, 3,000 -- -- 3,000
Union Trustee
Stephen Frank -- -- -- --
Management Trustee
Frank Hurt, -- -- -- --
Union Trustee
Edward C. Sullivan,
Union Trustee -- -- -- --
John Sweeney,
Union Trustee -- -- -- --
Richard Trumka,
Union Trustee -- -- -- --
Jon Walters, -- -- -- --
Union Trustee
James Williams, -- -- -- --
Union Trustee
George Latimer, 3,500 -- -- 3,500
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
2007 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 $4,000 of matching funds paid into
the 401(k) Plan and $167,325 of deferred compensation in lieu of participation
in the Retirement Plan. The total amount deferred by Mr. Coyle through December
31, 2007 in lieu of participation in the Retirement Plan, including interest, is
$1,445,385 and the total amount deferred under the 401(k) Plan through December
31, 2007, including interest and Trust matching, is $229,159.
(3) Aggregate Trust compensation includes $15,500 of deferred compensation in
2007 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 $4,000 of matching funds paid into the 401(k) Plan and $45,627
contributed to the Retirement Plan in 2007 on Mr. Suh's behalf. The total amount
deferred by Mr. Suh as of December 31, 2007 under the 401(k) Plan, including
interest and Trust matching, is $153,717.
(4) Aggregate Trust Compensation includes $20,500 of deferred compensation in
2007 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 $4,000 of matching funds paid into the 401(k) Plan and $47,224
contributed to the Retirement Plan in 2007 on Ms. Kanovsky's behalf. The total
amount deferred by Ms. Kanovsky as of December 31, 2007 under the 401(k) Plan,
including interest and Trust matching, is $173,119.
10
Pension or
Retirement Total
Aggregate Benefits Accrued Estimated Annual Compensation
Compensation From as Part of the Trust Benefits Upon From the Trust
Name of Person, Position the Trust Expenses Retirement(1) Paid to Trustees
- -------------------------------------------------------------------------------------------------------------
Marlyn J. Spear, 3,500 -- -- 3,500
Management Trustee
Tony Stanley, 3,500 -- -- 3,500
Management Trustee
Jack Quinn, -- -- -- --
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 $230,000. 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, 2007. During 2007, the annual base salaries for
pension purposes of Ms. Kanovsky and Mr. Suh were $224,878 and $217,273
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 12 and Mr. Suh has approximately
10 credited years of service under the Retirement Plan.
11
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
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 percent of his or her total
compensation, up to a maximum of $15,500 in 2007 (or up to $20,500 for eligible
employees over the age of 50). In 2008, the Trust is matching dollar-for-dollar
the first $4,000 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 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 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.
The following table sets forth the amounts paid or distributed pursuant to
the 401(k) Plan in 2007 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 2007,
the distribution or unconditional vesting of which are not subject to future
events.
Deferred from
Paid or Aggregate Employer
Name of Individual Distributed Compensation Matching
- --------------------------------- ----------- ------------- --------
Stephen Coyle $0 $20,500 $4,000
Helen R. Kanovsky 0 20,500 4,000
Chang Suh 0 15,500 4,000
- ----------
(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 percent per year up to 25 years.
(3) 0.5 percent per year over 25 years.
12
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 2008. 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 $251,000 for the fiscal year ended
December 31, 2007.
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 $232,000 for the fiscal year ended
December 31, 2006.
(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 $10,000 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 Registrant'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 Registrant were $0 for the Registrant's
fiscal year ended December 31, 2007. The percentage of these fees relating to
services approved by the Registrant'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, 2006. 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 Registrant'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 Registrant were $0 for the Registrant's
fiscal year ended December 31, 2006. The percentage of these fees relating to
services approved by the Registrant'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, 2007. The
fees covered services connected to preparation and filing of the Trust's tax
returns. The percentage of these fees
13
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 $16,000 for the fiscal year ended December 31, 2006.
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, 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 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, 2006. 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 $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 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 $8,500 for the fiscal
year ended December 31, 2006. The fees covered services connected to the
issuance of a report on the Schedule of Rates of Return for the year ended
December 31, 2006 and for the period from January 1, 2002 through December 31,
2006, 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, 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 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, 2006. 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 $9,000 and
$8,500 for the fiscal years ended December 31, 2007 and December 31, 2006,
respectively. The fees covered services connected to the
14
issuance of reports on the Schedule of Rates of Return for the years ended
December 31, 2007 and 2006 respectively and for the periods from January 1, 2002
through December 31, 2007 and from January 1, 2002 through December 31, 2006
respectively. Each of these report 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 2007 and 2006. In
addition, the Audit Committee pre-approved the provision of all non-audit
related services by Ernst & Young, LLP for the fiscal years 2007 and 2006 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 2008.
PROPOSALS FOR 2009 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 2009 Annual Meeting of
Participants (expected to be held in July 2009) must cause such proposal to be
received by the Trust at its principal office not later than December 15, 2008.
OTHER MATTERS
The Trust currently has no independent investment adviser.
15
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
16