-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, T9GN4NTS9dZ8xcA15LgWkZN+8q37lnn7WjcrWbrG44k+CJ8DzZIDOMNhOw6VgOPe Vd4jc3bQYyoUcBqgLwjeLA== 0001026777-04-000030.txt : 20040520 0001026777-04-000030.hdr.sgml : 20040520 20040520165410 ACCESSION NUMBER: 0001026777-04-000030 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20040610 FILED AS OF DATE: 20040520 EFFECTIVENESS DATE: 20040520 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AFL CIO HOUSING INVESTMENT TRUST CENTRAL INDEX KEY: 0000225030 IRS NUMBER: 526220193 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: 1934 Act SEC FILE NUMBER: 811-03493 FILM NUMBER: 04821875 BUSINESS ADDRESS: STREET 1: 1717 K STREET NW STREET 2: STE 707 CITY: WASHINGTON STATE: DC ZIP: 20006 BUSINESS PHONE: 2023318055 MAIL ADDRESS: STREET 1: 1717 K ST NW SUITE 707 CITY: WASHINGTON STATE: DC ZIP: 20006 DEF 14A 1 finalproxystatement.txt PROXY MATERIALS FOR ANNUAL MTG OF PARTICIPANTS May 20, 2004 TO PARTICIPANTS, AFL-CIO HOUSING INVESTMENT TRUST Enclosed is the Notice of 2004 Annual Meeting of Participants and a Proxy Statement describing the election of a Chairman and Trustees and the ratification of independent public accountants 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, 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 2004 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 10, 2004 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 2005 Annual Meeting of Participants or until his successor is elected and qualifies: - ------------------------------------------------------------------------ Richard Ravitch FOR [ ] AGAINST [ ] ABSTAIN [ ] - ------------------------------------------------------------------------ (II) For the reelection of two (2) Class III Union Trustees and one (1) Class III Management Trustee, to serve until the 2007 Annual Meeting of Participants or until their successors are elected and qualify: - ------------------------------------------------------------------------ Frank Hurt (Class III Union Trustee) FOR [ ] AGAINST [ ] ABSTAIN [ ] - ------------------------------------------------------------------------ - ------------------------------------------------------------------------ John J. Sweeney (Class III Union Trustee) FOR [ ] AGAINST [ ] ABSTAIN [ ] - ------------------------------------------------------------------------ - ------------------------------------------------------------------------ Tony Stanley (Class III Management Trustee) FOR [ ] AGAINST [ ] ABSTAIN [ ] - ------------------------------------------------------------------------ (III) For ratification of the Board of Trustees' selection of Ernst & Young, LLP as independent public accountants for the Trust's 2004 fiscal year: - ------------------------------------------------------------------------ FOR [ ] AGAINST [ ] ABSTAIN [ ] - ------------------------------------------------------------------------ and 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 2004 Annual Meeting of Participants to be held June 10, 2004 and the Proxy Statement dated May 20, 2004. Please sign your name and indicate your capacity as attorney, trustee or official of a Participant. Dated: , 2004 -------------- 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 9, 2004. - --------------------- *Please note the User Name and Password are case-sensitive. AFL-CIO HOUSING INVESTMENT TRUST NOTICE OF THE 2004 ANNUAL MEETING OF PARTICIPANTS To Participants, AFL-CIO Housing Investment Trust: Notice is hereby given that the 2004 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 10, 2004 at 2:00 p.m. for the following purposes: 1. To reelect a Chairman to hold office until the 2005 Annual Meeting of Participants or until his successor is elected and qualifies; 2. To reelect two (2) Class III Union Trustees and one (1) Class III Management Trustee, to hold office until the 2007 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 public accountants for the Trust's fiscal year ending December 31, 2004; 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 April 30, 2004 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 Stephen Coyle Chief Executive Officer Dated: May 20, 2004 AFL-CIO HOUSING INVESTMENT TRUST PROXY STATEMENT May 20, 2004 General Matters This Proxy Statement is being sent on May 20, 2004 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 10, 2004, 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, 2003 was previously mailed to each Participant entitled to vote at the Meeting together with financial statements for the fiscal year ended December 31, 2003. The Trust will furnish, without charge, a copy of the annual report for 2003 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, directed 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 reelection of Trustees, and (iii) ratification of the selection of the Trust's independent accountants. In addition, the Trust's management will respond to questions from Participants. WHO IS ENTITLED TO VOTE? The close of business on April 30, 2004 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 3,205,933.2187 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, 3,205,933.2187 Units of Participation of the Trust were outstanding. Proxies received but marked as abstentions will be included in the calculation of the number of Units considered to be present at the Meeting. HOW DO I VOTE? BY MAIL: If the proxy card that is enclosed with this Proxy Statement is properly executed and returned, the Units of Participation it represents will be voted at the Meeting in accordance with the instructions noted thereon. If no direction is indicated, the proxy card will be voted in accordance with the Trustees' recommendations set forth thereon. BY FACSIMILE: If the proxy card that is enclosed with this Proxy Statement is properly executed and returned via facsimile to (202)331-8190, the Units of Participation it represents will be voted at the Meeting in accordance with the instructions noted thereon. If no direction is indicated, the proxy card will be voted in accordance with the Trustees' recommendations set forth thereon. BY INTERNET: If the proxy card is properly voted through the Internet, the Units of Participation it represents will be voted at the Meeting in accordance with the instructions noted thereon. If no direction is indicated, the proxy card will be voted in accordance with the Trustees' recommendations set forth thereon. To vote by proxy through the Internet: 1) Use a web browser to go to 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: - For election of the nominated Chairman (see page 3); - For election of the nominated Trustees (see page 3); - For ratification of the selection of Ernst & Young, LLP as the independent public accountants for the Trust's fiscal year ending December 31, 2004 (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. 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 May 20, 2004. ELECTION OF TRUSTEES PROPOSAL I: TO REELECT THE CHAIRMAN PROPOSAL II: TO REELECT TWO (2) CLASS III UNION TRUSTEES AND ONE (1) CLASS III MANAGEMENT TRUSTEE 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, O'Connor, Stern, Sullivan, Sweeney and Trumka), four (4) of whom are Management Trustees (Frank, Latimer, Spear, Stanley and Wiegert), 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 Hurt, Sweeney and Stanley and Chairman Ravitch will expire on the day of the Meeting. The principal occupations and business experience for the past five years of the Class III 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 III Trustees will serve for three-year terms ending in 2007 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 of the Trust. Each nominee has consented to be named in this Proxy Statement and to serve on the Board of Trustees if elected. 3
Term of Office Principal Occupation/ Other Directorships Name, Age, Address Position Held and Length of Business Experience Held By with HIT Time Served During Past 5 Years Trustee** - ------------------------------------------------------------------------------------------------ Richard Ravitch Chairman Service Principal, Ravitch Rice None 610 5th Avenue Commenced May & Co. LLC; formerly Ste. 420 1991. Term Chairman, Aquarius Management New York, NY 10020 Expires 2004 Corporation (limited profit Age 70 housing project management). Frank Hurt Union Trustee Service President, Bakery, Confectionery None 10401 Connecticut Avenue Commenced March & Tobacco Workers and Grain Kensington, MD 20895 1993. Term Millers International Union. Age 65 Expires 2004 John J. Sweeney Union Trustee Service President, AFL-CIO. None 815 16th Street, N.W. Commenced April Washington, D.C. 20006 1981. Term Age 70 Expires 2004 Tony Stanley Management Service Executive Vice President None 25250 Rockside Road Trustee Commenced and Director, TransCon Cleveland, OH 44146 December 1983. Builders, Inc. Age 70 Term Expires 2004 - ------------------- ** 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.
THE BOARD OF TRUSTEES RECOMMENDS THAT PARTICIPANTS VOTE "FOR" THE REELECTION AND ELECTION, AS APPLICABLE, OF THE NOMINATED CHAIRMAN AND CLASS III TRUSTEES. 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.
Term of Office Principal Occupation/ Other Directorships Name, Age, Address Position Held and Length of Business Experience Held By with HIT Time Served During Past 5 Years Trustee** - ------------------------------------------------------------------------------------------------ Linda Chavez-Thompson Union Trustee Service Executive Vice President, None 815 16th Street, N.W. Commenced May AFL-CIO. Washington, D.C. 20006 1996. Term Age 59 Expires 2005 4 Term of Office Principal Occupation/ Other Directorships Name, Age, Address Position Held and Length of Business Experience Held By with HIT Time Served During Past 5 Years Trustee** - ------------------------------------------------------------------------------------------------ John J. Flynn Union Trustee Service President, International Union None 1776 Eye Street, N.W. Commenced May of Bricklayers and Allied Craft- Washington, D.C. 20006 2000. Term workers (BAC); formerly BAC Age 69 Expires 2006 Secretary-Treasurer. Jeremiah O'Connor Union Trustee Service InternationalSecretary-Treasurer, None 1125 15th Street, N.W. Commenced April International Brotherhood of Elec- Washington, D.C. 20005 2001. Term trical Workers (IBEW); formerly Age 69 Expires 2006 International Vice President, 6th District, IBEW. Andrew Stern Union Trustee Service President, Service Employees None 1313 L Street, N.W. Commenced April International Union, AFL-CIO. Washington, D.C. 20005 1998. Term Age 53 Expires 2005 Edward C. Sullivan Union Trustee Service President, Building and None 815 16th Street, N.W. Commenced May Construction Trades Department, Suite 600 2000. Term AFL-CIO; formerly, General Washington, D.C. 20006 Expires 2006 President, International Union Age 60 of Elevator Constructors. Richard L. Trumka Union Trustee Service Secretary-Treasurer, AFL-CIO. None 815 16th Street, N.W. Commenced December Washington, D.C. 20006 1995. Term Age 54 Expires 2005 Stephen Frank Management Service Independent Consultant; formerly None 9509 Lost Trail Way Trustee Commenced May Vice President and Chief Potomac, MD 20854 2003. Term Financial Officer, The Small Age 64 Expires 2006 Business Funding Corporation George Latimer Management Service Distinguished Visiting Professor None 1600 Grand Avenue Trustee Commenced May of Urban Studies, Macalester St. Paul, MN 55105 1996. Term College; formerly, Chief Execu- Age 68 Expires 2005 tive Officer, National Equity Fund (a tax credit investment company). Marlyn J. Spear, CFA Management Service Chief Investment Officer, Building None 500 Elm Grove Road Trustee Commenced March Trades United Pension Trust Fund, Elm Grove, WI 53122 1995. Term Milwaukee, WI. Age 50 Expires 2006 - -------------------- ** 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 5 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/ HIT Previous Principal Occupations over Past 5 Years - -------------------------------------------------------------------------------------------- Stephen F. Coyle Chief Executive Officer Chief Executive Officer since 1992, AFL-CIO Age 58 Housing Investment Trust Michael M. Arnold Senior Executive Vice Executive Vice President-Marketing, Investor Age 64 President - Marketing, and Labor Relations in 2001 and Director of Investor and Labor Relations Investor Relations from 1985-2000, AFL-CIO since January 2002 Housing Investment Trust. Helen R. Kanovsky Chief Operating Officer Executive Vice President-Finance and Age 53 since January 2002 Administration from 1999-2001, AFL-CIO Housing Investment Trust; Chief of Staff from 1998-1999 for U.S. Senator John F. Kerry; General Counsel from 1995-1998, AFL-CIO Housing Investment Trust. Erica Khatchadourian Chief Financial Officer Executive Vice President-Finance and Admini- Age 36 since January 2004 stration, from 2001-2003, Controller in 2001, and Chief of Staff from 1997-2000, AFL-CIO Housing Investment Trust. John Hanley Executive Vice President- Executive Vice President, from 2001-2003, AFL- Age 37 Investments and Portfolio CIO Investment Trust Corporation; Chief Management since May 2003 Investment Officer, from 1998-2001, AFL-CIO Housing Investment Trust. Chang Suh Chief Portfolio Manager Assistant Portfolio Manager from 2001 - 2003; Age 33 since March 2003 Senior Portfolio Analyst from 1998 - 2001, AFL-CIO Housing Investment Trust. Mary C. Moynihan General Counsel since Chief Counsel, January 2004-April 2004; Deputy Age 44 April 2004 General Counsel in 2003, AFL-CIO Housing Investment Trust; Associated with Sullivan & Cromwell, 1988-1992 and 1993-1999. Stephanie Wiggins Chief Investment Officer- Director, Fannie Mae Production from 2000-2001, Age 38 Multifamily Investments AFL-CIO Housing Investment Trust; since January 2002 Director, Prudential Mortgage Capital Company; Vice President/Multifamily Transaction Manager, WMF Capital Corporation. Carol Nixon Chief Investment Officer- Director of Affordable Housing Finance in 2002, Age 41 Single Family Finance Director of Public Finance from 1999-2002, since January 2003 Senior Investment Officer in 1999, AFL-CIO Housing Investment Trust; Vice President - Community Development Division from 1997- 1999 Bank of America.
6 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 nine times during 2003. No committee functions as a compensation committee as such. The Executive Committee, however, does 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, each of whom qualifies as an independent director, 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. Prior to the formal constitution of the Nominating Committee, the Executive Committee performed the function of a Nominating Committee. The Executive Committee met in such capacity one time in 2003. 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 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 designated 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 the Trust management and the Trust's independent public accountants. The Committee is composed of Stephen Frank (designated Audit Committee Financial Expert), Marlyn Spear (designated Audit Committee Financial Expert), Frank Hurt, Richard Trumka, George Latimer, and Tony Stanley, each of whom qualifies as an independent director, 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 public accountants to review the audit outside the presence of Trust management. The Audit Committee met two times in 2003 and has met two times in 2004. 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 and met one time in 2003. BOARD OF TRUSTEES The Board of Trustees met twice during the Trust's fiscal year ended December 31, 2003. Trustees Chavez-Thompson, Latimer, 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 2003 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 2003. COMPENSATION OF TRUSTEES AND EXECUTIVE OFFICERS During the fiscal year ended December 31, 2003, 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, 2003 was $21,500. The Trust reimbursed all Trustees for out-of-pocket expenses incurred in attending Board of Trustees and committee meetings. During the fiscal year ended December 31, 2003, 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 $219,476 in salary and cash compensation, $87,935 of deferred compensation and interest on previously deferred compensation received in lieu of participation in the Retirement Plan, and $2,025 in matching funds under the AFL-CIO Housing Investment Trust 401(k) Retirement Plan. 2003 COMPENSATION TABLE The following table sets forth the aggregate compensation, including any previously deferred compensation, paid during the 2003 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, its staff includes more than 60 employees. Therefore, in addition to those individuals identified in the table below, the Trust had 47 other employees who earned aggregate compensation exceeding $60,000 during the 2003 fiscal year.
PENSION ESTIMATED TOTAL OR RETIREMENT ANNUAL COMPENSATION AGGREGATE BENEFITS BENEFITS FROM HIT COMPENSATION ACCRUED AS UPON PAID TO NAME OF PERSON, FROM HIT PART OF HIT RETIREMENT TRUSTEES POSITION ($) EXPENSES <1> - ------------------------------------------------------------------------------ Stephen Coyle<2> $219,476 89,960 Cannot be Not applicable Chief Executive determined Officer - -------------------------- <1> The estimated annual benefits payable upon retirement to the executive officers of the HIT, 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 $7,969 of deferred compensation in 2003 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 HIT Expenses includes $2,025 of matching funds paid into the 401(k) Plan and $87,935 of deferred compensation in lieu of participation in the Retirement Plan. The total amount deferred by Mr. Coyle through December 31, 2003 in lieu of participation in the Retirement Plan, including interest, is $824,449 and the total amount deferred under the 401(k) Plan through December 31, 2003, including interest and HIT matching, is $91,785.
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PENSION ESTIMATED TOTAL OR RETIREMENT ANNUAL COMPENSATION AGGREGATE BENEFITS BENEFITS FROM HIT COMPENSATION ACCRUED AS UPON PAID TO NAME OF PERSON, FROM HIT PART OF HIT RETIREMENT TRUSTEES POSITION ($) EXPENSES - ------------------------------------------------------------------------------ Helen R. 212,007 26,495 39,422 Not applicable Kanovsky<3> Chief Operating Officer Erica 187,129 23,908 47,933 Not applicable Khatchadourian<4> Chief Financial Officer Richard Ravitch 10,000 0 0 $10,000 Chairman Linda Chavez-Thompson 0 0 0 0 Union Trustee John J. Flynn, 0 0 0 0 Union Trustee Stephen Frank* 2,000 0 0 2,000 Management Trustee Francis X. Hanley, 0 0 0 0 Union Trustee* Frank Hurt, 0 0 0 0 Union Trustee Martin J. Maddaloni, 0 0 0 0 Union Trustee* Michael E. Monroe, 0 0 0 0 Union Trustee* Jeremiah O'Connor, 0 0 0 0 Union Trustee Terence M. O'Sullivan 0 0 0 0 Union Trustee* Andrew Stern, 0 0 0 0 Union Trustee Edward C. Sullivan 0 0 0 0 Union Trustee John Sweeney, 0 0 0 0 Union Trustee * Trustee Frank was newly elected to his position as a Trustee in 2004. Trustees Hanley, Monroe and O'Sullivan, resigned from their positions as Trustees of the HIT in 2003. Trustees Fleischer and Maddaloni's terms expired in 2003. - ------------------------------ <3> Aggregate Compensation includes $13,300 of deferred compensation in 2003 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 HIT Expenses includes $2,565 of matching funds paid into the 401(k) Plan and $23,930 contributed to the Retirement Plan in 2003. The total amount deferred by Ms. Kanovsky as of December 31, 2003 under the 401(k) Plan, including interest and HIT matching, is $50,567. <4> Aggregate compensation includes $12,000 of deferred compensation in 2003 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 HIT Expenses includes $2,700 of matching funds paid into the 401(k) Plan and $21,208 contributed to the Retirement Plan in 2003. The total amount deferred by Ms. Khatchadourian as of December 31, 2003 under the 401(k) Plan, including interest and HIT matching, is $122,995.
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PENSION ESTIMATED TOTAL OR RETIREMENT ANNUAL COMPENSATION AGGREGATE BENEFITS BENEFITS FROM HIT COMPENSATION ACCRUED AS UPON PAID TO NAME OF PERSON, FROM HIT PART OF HIT RETIREMENT TRUSTEES POSITION ($) EXPENSES - ------------------------------------------------------------------------------ Richard Trumka, 0 0 0 0 Union Trustee Alfred J. Fleischer 1,000 0 0 1,000 Management Trustee* George Latimer, 1,000 0 0 1,000 Management Trustee Marlyn J. Spear, 2,000 0 0 2,000 Management Trustee Tony Stanley, 5,500 0 0 5,500 Management Trustee Patricia F. Wiegert, 0 0 0 0 Management Trustee * Trustee Frank was newly elected to his position as a Trustee in 2004. Trustees Hanley, Monroe and O'Sullivan, resigned from their positions as Trustees of the HIT in 2003. Trustees Fleischer and Maddaloni's terms expired in 2003.
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 HIT 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 $200,000. In general, rates are determined actuarially every year. The Retirement Plan was funded by employer contributions at rates of approximately 13.26% of eligible employees' base salaries during the twelve months ended December 31, 2003. During 2003, the annual base salaries for pension purposes Ms. Kanovsky, and Ms. Khatchadourian were $189,731 and $159,737 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 10 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 7 credited years of service, and Ms. Khatchadourian has approximately 11 credited years of service under the Retirement Plan. Years of Service Final Average Salary<1> 15<1> 20<2> 25<2> 30<2> 35<3> - ---------------------------------------------------------------------------- $100,000 $45,000 $ 60,000 $ 75,000 $ 77,500 $ 80,000 150,000 67,500 90,000 112,500 116,250 120,000 170,000 76,500 102,000 127,500 131,750 136,000 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 2003 (or up to $16,000 for eligible employees over the age of 50). In 2004, the Trust will match dollar-for-dollar the first $2,900 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 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 2003 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 2003, the distribution or unconditional vesting of which are not subject to future events. - --------------------------- <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 Amount Paid or Amount Employer Name of Individual Distributed Deferred Matching ------------------ -------------- -------- --------- Stephen Coyle $0 $ 7,969 $2,025 Helen R. Kanovsky 0 13,300 2,565 Erica Khatchadourian 0 12,000 2,700 DESIGNATION OF ACCOUNTANTS PROPOSAL III: TO RATIFY THE SELECTION OF ERNST & YOUNG, LLP AS INDEPENDENT PUBLIC ACCOUNTANTS The Participants are requested to ratify the Board of Trustees' selection of Ernst & Young, LLP as the independent public accountants for the Trust for the fiscal year 2004. 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 PUBLIC ACCOUNTANTS (1) Audit Fees The aggregate fees billed for services provided to the Trust by its independent auditors for the audit of the Trust's annual financial statements and for services normally provided by the independent auditors in connection with statutory and regulatory filings or engagements were $196,515 for the fiscal year ended December 31, 2003. The aggregate fees billed for services provided to the Trust by its independent auditors for the audit of the Trust's annual financial statements and for services normally provided by the independent auditors in connection with statutory and regulatory filings or engagements were $197,449 for the fiscal year ended December 31, 2002. (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 $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 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, 2002. 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 auditors for tax compliance, tax advice and tax planning services provided to the Trust were $28,380 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 auditors for tax compliance, tax advice and tax planning services provided to the Trust were $12,823 for the fiscal year ended December 31, 2002. The fees covered services connected to preparation and filing of the Trust's tax returns. The percentage of these fees relating to services 12 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 auditors for tax compliance, tax advice and tax planning services provided to the Trust's investment adviser(s) 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 Trust's 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 fees billed by the Trust's independent auditors for tax compliance, tax advice and tax planning services provided to the Trust's investment adviser(s) and other service providers controlling, controlled by or under common control with the adviser(s) that provide ongoing services to the Trust were $0 for the Trust's fiscal year ended December 31, 2002. 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 auditors to the Trust other than those set forth in paragraphs (1), (2) and (3) above 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 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 auditors to the Trust other than those set forth in paragraphs (1), (2) and (3) of this Item were $6,133 for the fiscal year ended December 31, 2002. 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 non-audit services provided by the Trust's independent auditors 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 Trust's 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 fees billed for non-audit services provided by the Trust's independent auditors 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 Trust's fiscal year ended December 31, 2002. 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 auditors for services rendered to the Trust and to its investment adviser and other service providers under common control with the investment adviser were $35,070 and $18,956 for the Trust's fiscal years ended December 31, 2003 and December 31, 2002, respectively. 13 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 auditors, the Trust's Audit Committee has considered the independent auditors' 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 public accountant has not performed any non-audit related services to such entities. PRE-APPROVAL POLICIES AND PROCEDURES It is the policy and procedure of the Audit Committee to pre-approve the engagement of the Trust's independent public accountants and to pre-approve each audit and non-audit related service. The engagement of Ernst & Young, LLP for the fiscal years 2003 and 2002 was pre-approved by the Legal and Audit Committee (predecessor committee to the Audit Committee). In addition, the Legal and Audit Committee pre-approved the provision of all non-audit related services by Ernst & Young, LLP for the fiscal years 2003 and 2002 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 PUBLIC ACCOUNTANTS FOR FISCAL 2004. PROPOSALS FOR 2005 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 2005 ANNUAL MEETING OF PARTICIPANTS (EXPECTED TO BE HELD IN MAY 2005) MUST CAUSE SUCH PROPOSAL TO BE RECEIVED BY THE TRUST AT ITS PRINCIPAL OFFICE NOT LATER THAN DECEMBER 15, 2004. 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 advisor. 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 STEPHEN COYLE Chief Executive Officer 14 EX-99 3 nominatingcommitteecharter.txt EX-99.1 NOMINATING COMMITTEE CHARTER NOMINATING COMMITTEE CHARTER THE AFL-CIO HOUSING INVESTMENT TRUST Adopted April 7, 2004 This charter sets forth the purpose, authority, and responsibilities of the Nominating Committee of the Board of Trustees of the AFL-CIO Housing Investment Trust (the "Trust"). The Board of Trustees shall review this Charter at least annually. 1. Purpose The Nominating Committee (the "Committee") has as its primary purpose responsibility for the nomination of a person to serve as a member of the Board of Trustees of the Trust. 2. Authority The Committee has been duly established by the Board of Trustees of the Trust, and shall be provided with appropriate resources to discharge its responsibilities. 3. Composition and Term of Committee Members The Board of Trustees may, in its discretion, appoint the members of the Committee, set the number of Committee members and add or remove one or more members. Members of the Committee may not be interested persons of the Trust, as defined in Section 2(a)(9) of the Investment Company Act of 1940, as amended (the "1940 Act"). Each member of the Committee shall serve until a successor is appointed. 4. Responsibilities In the event a vacancy exists on the Board of Trustees of the Trust, or a vacancy is anticipated, the Committee shall consider candidates recommended by any of the following (i) members of the Committee, (ii) other members of the Board of Trustees, (iii) participants, and (iv) management, in each case in accordance with procedures to be adopted by the Committee. Each candidate will be evaluated by the Committee in terms of relevant experience that would enable the candidate to serve effectively as a Trustee, as well as his or her compatibility with respect to the Trust's mission. In addition, candidates will be 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 each 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. Notwithstanding anything herein to the contrary, any vacancy occurring as a result of the death or resignation of any Union Trustee or Management Trustee within the contemplation of Section 2.7 of the Declaration of Trust shall be filled in the manner provided in such Section 2.7. 5. Meetings The Committee shall meet on an "as needed" basis and is empowered to hold special meetings as circumstances require. A majority of the members of the Committee shall constitute a quorum. The Committee may take action by unanimous written consent. Minutes of each meeting will be taken and circulated to all members of the Committee in a timely manner. Counsel to the Board of Trustees of the Trust will serve as counsel to the Committee, and will be responsible for maintaining the minutes of the Committee's meetings. EX-99 4 auditcommitteecharter.txt EX-99.2 AUDIT COMMITTEE CHARTER AFL-CIO HOUSING INVESTMENT TRUST AUDIT COMMITTEE CHARTER Adopted April 23, 2003 1. The Audit Committee shall be composed entirely of independent trustees. To the extent required by law, at least one member of the Audit Committee shall have been determined by the full Board of Trustees of the Trust to be an "audit committee financial expert" as defined by the rules promulgated by the U.S. Securities and Exchange Commission ("SEC") under the Sarbanes- Oxley Act of 2002. 2. The Board of Trustees may, in its discretion, appoint the members of the Committee, set the number of Committee members and add or remove one or more members. The independent members of the Board of Trustees shall, in their discretion, establish the appropriate compensation for serving on the Committee, if any. 3. The purposes of the Audit Committee are: a. To oversee the Trust's accounting and financial reporting policies and practices, its accounting and financial internal controls and, as appropriate, the accounting and financial internal controls of certain service providers; b. To oversee the quality and objectivity of the Trust's financial statements and the independent audit thereof; and c. To act as a liaison between the Trust's independent auditors and the full Board of Trustees. The function of the Audit Committee is oversight; it is management's responsibility to maintain appropriate systems for accounting and internal control, and the auditor's responsibility to plan and carry out a proper audit. 4. To carry out its purposes, the Audit Committee shall have the following duties and powers: a. To review and recommend the selection of the firm to serve as the Trust's independent auditor for approval by the full Board of Trustees and ratification by the Participants; b. To review and approve in advance all audit and non-audit services (as such term may be from time to time defined in the Securities and Exchange Act of 1934, as amended) to be provided to the Trust by the Trust's independent auditor; provided, however, that the Audit Committee shall approve only the following non-audit services: tax preparation and the Association for Investment Management Research (AIMR) Level 2 Compliance Review; c. To review the performance of the Trust's independent auditor and to recommend to the full Board of Trustees the discharge or replacement of the independent auditor, if warranted; d. At least annually, to evaluate the independence of the auditors, including whether the auditors provide any consulting services to the Trust, to require the auditors' to furnish a formal written statement containing specific representations as to their independence, consistent with Independence Standards Board ("ISB") Standard No. 1 or any successor provision, and to review such and take appropriate action to satisfy itself of the independence of the independent auditors; e. To review and evaluate the lead partner of the independent auditor team and oversee the rotation of the audit engagement team partners as required by law and the applicable rules and regulations of the SEC; f. To meet with Trust management and the Trust's independent auditors, including private meetings, as necessary (i) to review the arrangements for and scope of the annual audit and any special audits; (ii) to discuss any matters of concern relating to the Trust's financial statements, including any adjustments to such statements recommended by the auditors, or other results of said audit(s); (iii) to consider the auditors' comments with respect to the Trust's financial policies, procedures and internal accounting controls and management's responses thereto; and (iv) to review the form of opinion the auditors propose to render to the full Board of Trustees and Participants; g. To receive, review and discuss reports from the independent auditors on (i) all critical accounting policies and practices to be used; (ii) all alternative accounting treatments of financial information within generally accepted accounting principles that have been discussed with management, including the ramifications of the use of such alternative treatments and disclosures and the treatment preferred by the independent auditors; and (iii) other material written communications between the independent auditors and Trust management; h. To request from Trust management such information as the members of the Audit Committee deem necessary and appropriate for the fulfillment of their duties and powers under this Charter and to meet with Trust management, including private meetings, to discuss such information or such other matters as the members of the Audit Committee deem necessary and appropriate; i. To consider the effect upon the Trust of any changes in accounting principles or practices proposed by Trust management or the auditors; j. To review the fees charged by the auditors for audit and non- audit services; k. To investigate improprieties or suspected improprieties in Trust operations; l. To report its activities to the full Board of Trustees on a regular basis and to make such recommendations with respect to the above and other matters as the Committee may deem necessary or appropriate. 5. The Committee shall meet on a regular basis and is empowered to hold special meetings as circumstances require. 6. A majority of the members of the Committee shall constitute a quorum. The Committee may take action by unanimous written consent. 7. The Committee shall regularly meet with the chief accounting officer and with the internal auditors, if any, of the Trust. 8. The Committee shall have the resources and authority appropriate to discharge its responsibilities, including the authority to retain special counsel and other experts or consultants at the expense of the Trust. The Committee shall propose a budget for such expenses to the Executive Committee prior to incurring such expenses. 9. The Committee shall review this Charter at least annually and recommend any changes to the full Board of Trustees. 10. The Committee shall maintain minutes of each of its meetings. 11. The Trust shall maintain and preserve permanently in an easily accessible place a copy of this Charter and any modifications to this Charter. -----END PRIVACY-ENHANCED MESSAGE-----