2013 07-22 pld-sac - final plus exhibits - local 12

7/14/2019 2013 07-22 PLD-SAC - Final Plus Exhibits - Local 12

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SECOND AMENDED CLASS ACTION COMPLAINT

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H. Scott Leviant, State Bar No. [email protected]

J. Mark Moore, State Bar No. [email protected]

SPIRO MOORE LLP11377 W. Olympic Blvd., 5

thFloor

Los Angeles, California 90064-1683Telephone: (310) 235-2468Facsimile: (310) 235-2456

Attorneys for Plaintiffs

UNITED STATES DISTRICT COURT

CENTRAL DISTRICT OF CALIFORNIA

MARIO SALAS, individually, and on behalf of all others similarly situated;MELVIN CHAMBERLAIN,individually, and on behalf of allothers similarly situated;ALBIN WATSON, individually, and on behalf of all others similarlysituated;JOHN PAXIN, individually, and on

behalf of all others similarly situated;

Plaintiffs,

vs.

INTERNATIONAL UNION OFOPERATING ENGINEERS, a tradeunion;WILLIAM C. WAGGONER, anindividual;VINCE GIBLIN, an individual;JAMES T. CALLAHAN, anindividual;BRIAN E. HICKEY, an individual;PATRICK L. SINK, an individual;JERRY KALMAR, an individual;RUSSELL E. BURNS, an individual;RODGER KAMINSKA, an individual;JAMES M. SWEENEY, an individual;

Case No.: 12-cv-10506 DDP (VBKx)

CLASS ACTION

SECOND AMENDED CLASSACTION COMPLAINT FOR:

[Filed by leave of court granted June24, 2013 – Docket No. 69]

1. Violations Of Racketeer Influenced

And Corrupt Organizations Act[18 U.S.C. § 1962(c)]2. Violations Of Racketeer Influenced

And Corrupt Organizations Act[18 U.S.C. § 1962(d)]

3. Violations of Labor ManagementDisclosure Act[29 U.S.C. § 501]

4. Breaches of Fiduciary Duties[ERISA]

5. Breach of Fiduciary Duty [CommonLaw]

6. Violation of the California Labor Code §§ 221 and 2802

7. Negligence and NegligentSupervision

8. Violation of Cal. Business &Professions Code § 17200, et seq.

9. Aiding and Abetting

DEMAND FOR JURY TRIAL




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ROBERT T. HEENAN, an individual;DANIEL J. MCGRAW, an individual;DAREN KONOPASKI, an individual;MICHAEL GALLAGHER, anindividual;GREG LALEVEE, an individual;TERRANCE E. MCGOWAN, anindividual;LOUIS G. RASETTA, an individual;JAMES VAN DYKE, an individual;PATRICIA M. WAGGONER, anindividual;BERT TOLBERT, an individual;MICKEY J. ADAMS, an individual;RON SIKORSKI, an individual;DAN BILLY, an individual;DAN HAWN, an individual;LARRY DAVIDSON, an individual;STEVE BILLY, an individual;

FRED YOUNG, an individual;C. W. POSS, an individual;JOHN NELSON, an individual;WALT ELLIOT, an individual;MIKE RODDY, an individual;MICHAEL CRAWFORD, anindividual;BRUCE COOKSEY, an individual;MIKE PRLICH, an individual;DON BOURGUIGNON, anindividual;KENNETH BOURGUIGNON, anindividual;

JOHN SAWYER, an individual;PAUL VON BERG, an individual;JIM HULSE, an individual;MIKE GOMEZ, an individual;OPERATING ENGINEERS FUNDSINC. a non-profit corporation;KENNETH D. WAGGONER, anindividual;INVESCO ADVISERS, INC., acorporation; and DOES 1 through 10, inclusive,

Defendants.



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TABLE OF CONTENTS

TABLE OF CONTENTS ....................................................................................... i

I.

INTRODUCTION .......................................................................................... 1

II. JURISDICTION AND VENUE...................................................................... 1 III. THE PARTIES TO EACH CAUSE OF ACTION .......................................... 2

A. Plaintiffs ..................................................................................................... 2 B. Defendants .................................................................................................. 3

IV. FACTS COMMON TO ALL COUNTS ......................................................... 9 A. About the IUOE .......................................................................................... 9 B. About IUOE Local 12 Employee Benefit Trusts ..................................... 12 C. IUOE Forced Plaintiffs and Class members Serving As Officers or

Employees of Local 12 to Contribute to the President’s Club/EPEC, a

Political Action Fund, and a Second EPEC Fund Affecting a

Substantial Number of the Members of Local 12 .................................... 12 D. Waggoner Forced Watson, Salas and Other Employees of Local 12 and

Its Related Entities, including OEFI, to Contribute to His Re-election

Fund .......................................................................................................... 16 E. Assets Were Diverted or Embezzled from Local 12 and IUOE

Accounts or Trust Accounts Created for the Benefit of Union Members19 1. Some Defendants Embezzled Physical Property Purchased By

Local 12 or Its Many Associated Trusts ........................................... 19 2. Defendants William Waggoner, Patty Waggoner, Kenneth

Waggoner, Mickey Adams, Ron Sikorski, Larry Davidson, Dan

Hawn, and Others Used Local 12’s Aircraft for Their Personal Use,

Embezzled Revenues Generated by Those Aircraft, and Falsified

Many Years of LM-2 Filings to Conceal Activities, Costs, and

Asset Values ..................................................................................... 25



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3. William Waggoner Provided Politicians With Transportation on

the Local 12 Jet, But that In-Kind Contribution Was Frequently

Not Paid for or Reported .................................................................. 31

4.

Defendants Waggoner, Sikorski, Adams, Davidson and HawnEmbezzled Revenue from Local 12’s Printing Press Operations,

Failing to Report Income on Any IRS Form 990 or LM-2 Forms,

and Diverting Resources From Agency Fee Members Without

Consent ............................................................................................. 34 5. William Waggoner Engaged in Self-Dealing by Causing Local 12

to Hire Patty Waggoner’s Company, Spacemaker Tenant

Improvements, to Work on Local 12’s Headquarters, OEFI-Owned

Properties, and Other Property ......................................................... 37 6. William Waggoner Diverted Assets From the Pension Fund to

Prop Up Amalgamated Bank, Which Was the Investment

Custodian of Other Funds Placed in Risky Investments .................. 38 7. William Waggoner Diverted Valuable Assets in the Form of Room

Space in the Washington Court Hotel and Authorized Sub-Market

Leases of Revenue-Generating Properties ....................................... 44 8. In Violation of the IUOE Constitution, William Waggoner Steered

Health & Welfare Fund Investments to His Son’s Employer While

Kenneth Waggoner Was Employed at Chelsea Management

Without Disclosing the Prohibited Conflict of Interest in LM-30

Filings ............................................................................................... 46 9. William Waggoner, For Many Years, Demanded and Obtained

From Leo Majich, the Diversion of Real Estate Account Funds

from the Local 12 Pension Fund to Pay for Roughly $90,000 in

Rose Bowl Tickets Every Year ........................................................ 47



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10. Leo Majich’s Daughter, Theresa Goodell, Used an OEFI Credit

Card to Travel to Jamaica to Visit Her Boyfriend and Defrauded

OEFI Out of Other Monies ............................................................... 48

11.

Bernard Kotkin & Co., LLP, a Certified Public Accounting Firm,Was Hired by OEFI to Conduct Annual Audits, Uncovering

Massive Financial Misconduct, Including Embezzlement, Fraud

and the Misuse of Hundreds of Credit Cards ................................... 50 12. William Waggoner Awarded a No-Bid Security Services Contract

to His Friend’s Firm, Worldwide Security, at Multiple Times the

Competitive Market Rate ................................................................. 51 13. While Waggoner and His Family and Others Were Enjoying

Personal-Use Jet Flights and Failing to Reimburse the General

Fund for Printing and Jet Time Contributed to Politicians, the

General Fund Was Hemorrhaging Money ....................................... 51 14. OEFI Paid Employees’ Payroll Taxes Out of the General Fund ...... 52 15. Bert Tolbert, With the Knowledge of Waggoner, Directed or

Caused the Sale of Metal Belonging to OETT (Southern

California) at SA Recycling and Other Recyclers for Cash and Did

Not Deliver That Cash to the Trust .................................................. 53 16. William Waggoner Wrote Off Debts Without Approval of a

Majority of the Trustees When the Debts Were Owed by an

Employer Trustee’s Company or the Relatives of Waggoner’s

Close Friends .................................................................................... 54 17. Patty Waggoner Used a Local 12 Ford Flex Without Justification,

Thereby Embezzling Local 12 Assets .............................................. 55 18. Various Defendants Used Southern California Training Trust

Facilities, Assets, and Personnel to Service and Refurbish Their

Personal Vehicles and Work on Their Homes ................................. 56



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19. William Waggoner Maintained Incompetent Employer Trustees on

the Local 12 Associated Trusts to Guarantee That He Controlled

All Local 12 Associated Trusts ........................................................ 57

F.

IUOE’s and Local 12’s Leadership Used Threats of Physical and Economic Violence, and Suborned Perjury, to Suppress Investigations

and Maintain Control Over Local 12 ....................................................... 58 1. David Casey Was Beaten at the Direction of William Waggoner

for Running Against Waggoner for Business Manager ................... 58 2. William Waggoner Prevents Opposition Voices From Speaking at

Any Meetings ................................................................................... 59 3. Local 12 Uses Its Job Referral Service to Suppress Opposition ...... 59 4. Business Agents for Local 12 Carry Guns That Have Had Serial

Numbers Removed ........................................................................... 60 G. William Waggoner, Mickey Adams, Ron Sikorski, Larry Davidson and

Dan Hawn Allow Employers Contracted With Local 12 to Operate

Double-Breasted, Thereby Depriving Members of Protections and

Benefits Available Under Union Agreements ......................................... 60 H. Steve Montrie, Convicted of Vehicular Manslaughter, Remains a

Business Agent Despite Killing an Individual While Driving a Union

Vehicle Under the Influence of Alcohol .................................................. 61 I. Miscellaneous Breaches of Fiduciary Duties ........................................... 63 J. Waggoner Used Pension Benefits That Should Have Been Universally

Available to All Employees of Local 12 or Its Related Trusts as a

Selective Reward Tool ............................................................................. 64 K. All Employees of Local 12, Other Than Some Clerical Workers, Must

Pay Union Dues Despite no Coverage Under Any Collective

Bargaining Agreement ............................................................................. 65



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L. Waggoner and His Team Issued Instructions to Shred or Hide

Documents That Could Be Used to Corroborate Allegations in This

Lawsuit ..................................................................................................... 66

M.

After Destroying or Hiding Documents, Defendants Are Now MovingEquipment Back to the Southern California Training Sites, Including

Devore, Whittier, and San Diego, to Hide Unlawful Asset Transfers

from the Southern California Training Trust to the Southern Nevada

Training Trust ........................................................................................... 66 N. Local 12 Habitually Purchases Its Vehicle Fleet From Ford and

Services Its Own Vehicles, but Its LM-2 Filings Since at Least 2006

Show Inexplicably Variable Expenditures Classified As “Auto Leasing

and Maintenance.” .................................................................................... 67 O. Additional False Representations in Mandatory Union Reports ............. 68

V. CLASS ACTION ALLEGATIONS .............................................................. 68 VI. CLAIMS FOR RELIEF ................................................................................ 73 FIRST CLAIM FOR RELIEF .............................................................................. 73 (Violation of 18 U.S.C. § 1962(c) of the Racketeer Influenced and Corrupt

Organizations Act [18 U.S.C. §§ 1961-68]) ................................................. 73 By Plaintiffs against All Defendants William Waggoner, Patty Waggoner, Ron

Sikorski, Mickey Adams, Dan Hawn, Larry Davidson and Bert Tolbert ...... 73 SECOND CLAIM FOR RELIEF ......................................................................... 79 (Violation of 18 U.S.C. § 1962(d) of the Racketeer Influenced and Corrupt

Organizations Act [18 U.S.C. §§ 1961-68]) ................................................. 79 By Plaintiffs against All Defendants William Waggoner, Patty Waggoner, Ron

Sikorski, Mickey Adams, Dan Hawn, Larry Davidson and Bert Tolbert ...... 79 THIRD CLAIM FOR RELIEF ............................................................................. 81 (Violations of Labor Management Reporting and Disclosure Act, 29 U.S.C. §§

411, 431 and 501) ......................................................................................... 81



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By Plaintiffs against Specific Defendants ............................................................ 81 FOURTH CLAIM FOR RELIEF ......................................................................... 85 BREACHES OF FIDUCIARY DUTIES ARISING UNDER ERISA By Plaintiffs

Against Specific Defendants ......................................................................... 85 FIFTH CLAIM FOR RELIEF .............................................................................. 86 COMMON LAW BREACH OF FIDUCIARY DUTY ........................................ 86 By Plaintiffs Against Specific Defendants ........................................................... 86 SIXTH CLAIM FOR RELIEF ............................................................................. 88 VIOLATION OF CALIFORNIA LABOR CODE § 221 and 2802 ...................... 88 By Plaintiffs Against Defendants William Waggoner, Ron Sikorski, Mickey

Adams, Dan Hawn, Larry Davidson and OEFI ............................................ 88 SEVENTH CLAIM FOR RELIEF ....................................................................... 89

NEGLIGENCE AND NEGLIGENT SUPERVISION ......................................... 89 By Plaintiffs Against Certain Defendants and Does 1-10 .................................... 89 EIGHTH CLAIM FOR RELIEF .......................................................................... 91

NINTH CLAIM FOR RELIEF ............................................................................. 97 AIDING AND ABETTING OF CONDUCT ALLEGED IN PRIOR CLAIMS ... 97 By Plaintiffs Against All Defendants ................................................................... 97 PRAYER FOR RELIEF ..................................................................................... 100



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I. INTRODUCTION

1. This action arises from years of illegal activity by the International Union

of Operating Engineers (“IUOE”) and its controlling officers and co-conspirators.

Local 12, a local trade union, and its members, were victimized by those many

years of illegal activity. The unlawful abuses suffered by Local 12 and its members

take two predominant forms. First, millions upon millions of dollars were withheld

and/or embezzled from Local 12 and its membership, much of which was used by

Defendant William C. Waggoner and his circle of co-conspirators for personal

benefit. Second, the membership of Local 12 was denied the right to freely select

its own officers, through fair and honest elections, again, as a result of

machinations by Defendant William C. Waggoner (sometimes, “Waggoner”), with

the knowledge and assistance of the IUOE and its leadership, of which Defendant

William C. Waggoner was a highly placed member.

2. The conduct of Defendants harkens back to the days of unrepentant

racketeering by organized crime, which makes some sense here. Local 12’s

leadership conduct its affairs with the same disregard for others’ rights as the mob.

II. JURISDICTION AND VENUE

3. The action is brought, among other bases, under the Interstate Commerce

Clause of the United States Constitution, and the Racketeering, Mail Fraud, Wire

Fraud and Money Laundering laws of the United States. In addition, this action is

brought pursuant to Article 1, Section 1 of the Constitution of the State of

California and other statutes and laws of the State of California.

4. Jurisdiction is specifically conferred on this Court by various federal

statutes including, but not limited to, the following: Section 1964 of the Racketeer

Influenced and Corrupt Organizations Act of the Organized Crime Control Act of

1970 as amended, 18 U.S.C. § 1964, based upon a pattern of racketeering activity

in which Defendants have been engaged in connection with their operation of the



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IUOE, consisting of violations of, among others, (a) 18 U.S.C. § 1341, relating to

mail fraud, (b) 18 U.S.C. § 1343, relating to wire fraud, (c) 18 U.S.C. § 1957,

relating to monetary transactions of unlawfully obtained proceeds from specified

crimes, including mail fraud, 18 U.S.C. § 1341, and wire fraud, 18 U.S.C. § 1343,

(d) 18 U.S.C. § 1951, relating to travel and use of interstate commerce in

furtherance of certain unlawful activities, including unlawful monetary

transactions, 18 U.S.C. § 1957.

5. Original jurisdiction lies with this Court as to the Federal questions raised

herein, pursuant to 28 U.S.C. § 1331.

6. Jurisdiction over any California State causes of action contained in this

Complaint arises under the doctrine of supplemental jurisdiction, 28 U.S.C. §

1367(a).

7. Venue as to each Defendant is proper in this District pursuant to 18

U.S.C. § 1965, because each of the Defendants resides, is found, has an agent,

controls and/or transacts or transacted affairs in this District. In addition, the

Defendants are engaged in interstate and foreign commerce, and a substantial part

of the events giving rise to the claims for violations of Federal law occurred in this

District, all in the course of interstate and foreign commerce.

III. THE PARTIES TO EACH CAUSE OF ACTION

A. Plaintiffs

8. Plaintiff Mario Salas is, and at all relevant time was, a member of Local

12. Plaintiff Salas is a former Business Agent for (and employee of) Local 12.

Plaintiff Salas is a member of the Local 12 Employee Class.

9. Plaintiff Melvin Chamberlain is, and at all relevant time was, a member of

Local 12. Plaintiff Chamberlain is a former Instructor for the Operating Engineers’

Training Trust (“OETT”), at the San Diego training center (and, as such, a former

employee of OETT). He is now retired.



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10. Plaintiff Albin Watson is, and at all relevant time was, a member of Local

12. Plaintiff Watson is a former Coordinator for the OETT, at the Whittier training

center (and, as such, a former employee of OETT). He is now retired.

11. Plaintiff John Paxin is, and at all relevant time was, a member of Local

12. Plaintiff Paxin is a former Local 12 Executive Board member (and thus a

former employee of Local 12) and Instructor for the OETT, at the Whittier and

Devore training centers (and thus an employee of OETT).

12. Plaintiffs reserve the right to seek leave to amend this complaint to add

new plaintiffs, if necessary, in order to establish suitable representative(s) of the

Class proposed herein and/or any necessary sub-Class.

B. Defendants

13. Defendant IUOE is a trade union that primarily represents operating

engineers, who work as heavy equipment operators, mechanics, and surveyors in

the construction industry, and stationary engineers, who work in operations and

maintenance in building and industrial complexes, and in the service industries.

IUOE also represents nurses and other health industry workers, a significant

number of public employees engaged in a wide variety of occupations, as well as a

number of job classifications in the petrochemical industry.

14. Defendant James T. Callahan is the General President of IUOE,

purportedly “elected” to that position in November 2011. (In fact, his election by

the General Executive Board was little more than an appointment by outgoing

General President (“GP”) Giblin, as all officers of the General Executive Board

swear allegiance to the GP and to his named successor. There has never been a

contested “election” in the history of the IUOE for the position of General

President.) Prior to becoming General President, Defendant Callahan served as the

IUOE General Secretary-Treasurer and was elected as an IUOE Vice President in

2008. Defendant Callahan is also a Trustee of the IUOE General Pension Fund.



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15. Defendant Brian E. Hickey is General Secretary-Treasurer of IUOE,

elected in November 2011. Mr. Hickey has served as an IUOE Vice President

since 2001. Defendant Hickey is also a Trustee of the IUOE Central Pension Fund

and is also Business Manager of Local 399, located in Chicago, Illinois.

16. Defendant William C. Waggoner is the First Vice President of IUOE. Mr.

Waggoner was first elected as an IUOE Vice President in 1980. Mr. Waggoner is

also the Western States Director and the Business Manager (the top elected official)

of Local 12 headquartered in Pasadena, California. Mr. Waggoner is the Secretary-

Treasurer of the Southern California Labor Management Operating Engineers

Contract Compliance Trust Fund. Local 12 is a hoisting and portables local which

principally engages in the construction industry.

17. Defendant Patrick L. Sink is the Second Vice President of IUOE. Mr.

Sink was first elected as an IUOE Vice President in 2004. Mr. Sink is Business

Manager of IUOE Local 18 headquartered in Cleveland, Ohio.

18. Defendant Jerry Kalmar is the Third Vice President of IUOE. Mr. Kalmar

was first elected as an IUOE Vice President in 2005. Mr. Kalmar is the Business

Manager of IUOE Local 39. Local 39 is headquartered in San Francisco,

California.

19. Defendant Russell E. Burns is the Fourth Vice President of IUOE. Mr.

Burns was first elected as an IUOE Vice President in October 2006. Mr. Burns is

the Business Manager for IUOE Local 3 headquartered in Alameda, California.

20. Defendant Rodger Kaminska is the Fifth Vice President of IUOE. Mr.

Kaminska was first elected as an IUOE Vice President in 2008. Mr. Kaminska is

the Business Manager for IUOE local 101 headquartered in Kansas City, Missouri.

21. Defendant James M. Sweeney is the Sixth Vice President of IUOE. Mr.

Sweeney was first elected as an IUOE Vice President in 2009. Mr. Sweeney is the

Business Manager for IUOE Local 150 headquartered in Countryside, Illinois.



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22. Defendant Robert T. Heenan is the Seventh Vice President of IUOE. Mr.

Heenan was first elected as an IUOE Vice President in 2009. Mr. Heenan is the

Business Manager of IUOE Local 542 headquartered in Fort Washington,

Pennsylvania.

23. Defendant Daniel J. McGraw is the Eighth Vice President of IUOE. Mr.

McGraw was first elected as an IUOE Vice President in 2011. Mr. McGraw also

serves as the Northeast Regional Director for the IUOE and is headquartered in

Albany, New York. He is also the Business Manager for IUOE Local 17

headquartered in Lakeview, New York.

24. Defendant Daren Konopaski is the Ninth Vice President of IUOE. Mr.

Konopaski was first elected as an IUOE Vice President in 2011. Mr. Konopaski is

the Business Manager of IUOE Local 302 headquartered in Bothell, Washington.

25. Defendant Michael Gallagher is the Tenth Vice President of IUOE. Mr.

Gallagher was first elected as an IUOE Vice President in 2011. Mr. Gallagher is the

Business Manager of IUOE Local 793 headquartered in Oakville, Ontario, Canada.

26. Defendant Greg Lalevee is the Eleventh Vice President of IUOE. Mr.

Lalevee was first elected as an IUOE Vice President in 2011. Mr. Lalevee is the

Business Manager for IUOE Local 825 headquartered in Springfield, New Jersey.

27. Defendant Terrance E. McGowan is the Twelfth Vice President of IUOE.

Mr. McGowan was first elected as an IUOE Vice President in 2011. Mr.

McGowan is also a Trustee of the IUOE General Pension Fund. He is the Business

Manager of IUOE Local 139 headquartered in Pewaukee, Wisconsin.

28. Defendant Louis G. Rasetta is the Thirteenth Vice President of IUOE.

Mr. Rasetta was first elected as an IUOE Vice President in 2012. Mr. Rasetta also

serves as the Chairman of the Board of the IUOE General Pension Fund. He is the

Business Manager of IUOE Local 4 which is headquartered in Medway,

Massachusetts.



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29. Defendant Vincent (Vince) Giblin was General President of IUOE from

about 2005 until his retirement in November 2011.

30. Other than Defendant William Waggoner, Defendant IUOE, the GPs of

IUOE and the Vice-Presidents of IUOE are named exclusively for any breaches of

their fiduciary duties to union members, their ongoing role in the unlawful

mandatory contributions to the political fund known as EPEC or President’s Club,

for Negligent Supervision of agents acting on their behalf, including William

Waggoner, and for aiding and abetting the misconduct of other Defendants,

including William Waggoner. The General Executive Board, and through them,

IUOE, has been aware of Defendant Vincent Giblin’s decision to force

contributions upon union members and has continued to ratify that conduct since

that unlawful plan was first approved by the GEB.

31. Defendant Patricia M. (“Patty”) Waggoner is the wife of Defendant

William Waggoner and a Senior Vice President of Amalgamated Bank.

32. Defendant Bert Tolbert is the Administrator of the Southern California

Training Trust and the Southern Nevada Training Trust.

33. Defendant Mickey J. Adams is and/or was a Trustee of the Local 12

Health & Welfare Trust, the Local 12 Pension Fund, and the Local 12 Operating

Engineers Training Trust. Defendant Adams is the President of Local 12.

34. Defendant Ron Sikorski is and/or was a Trustee of the Local 12 Health &

Welfare Trust, the Local 12 Pension Fund, and the Local 12 Operating Engineers

Training Trust. Defendant Sikorski is the Vice President of Local 12.

35. Defendant Dan Billy is and/or was a Trustee of the Local 12 Health &

Welfare Trust and the Local 12 Pension Fund.

36. Defendant Dan Hawn is and/or was a Trustee of the Local 12 Health &


Training Trust. Defendant Hawn is the Financial Secretary of Local 12.



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37. Defendant Larry Davidson is and/or was a Trustee of the Local 12 Health

& Welfare Trust, the Local 12 Pension Fund, and the Local 12 Operating Engineers

Training Trust. Defendant Davidson is the Treasurer of Local 12.

38. Defendant C. W. Poss is and/or was a Trustee of the Local 12 Health &


Training Trust. Mr. Poss, on information and belief, is now mentally incompetent;

however, notwithstanding ERISA rules and in violation of his fiduciary duties, he

remains a Trustee of certain Trusts and regularly “votes” to support the positions of

William Waggoner, in exchange for which he and his family receive expensive paid

vacations, funded by Local 12 trust(s), each year.

39. Defendant Walt Elliot is and/or was a Trustee of the Local 12 Health &

Welfare Trust and the Local 12 Pension Fund.

40. Defendant Michael Crawford is and/or was a Trustee of the Local 12

Health & Welfare Trust and the Local 12 Pension Fund.

41. Defendant Bruce Cooksey is and/or was a Trustee of the Local 12 Health

& Welfare Trust.

42. Defendant Mike Prlich is and/or was a Trustee of the Local 12 Pension

Fund.

43. Defendant Don Bourguignon is and/or was a Trustee of the Local 12

Operating Engineers Training Trust (sometimes referred to as “OETT”).

44. Defendant Kenneth Bourguignon is a Trustee of the Local 12 OETT the

CEO of OEFI/Southern California Labor Management Operating Engineers

Contract Compliance Trust Fund and the Secretary-Treasurer of the Local 12

Pension Fund.

45. Defendant John Sawyer is and/or was a Trustee of the Local 12 Operating

Engineers Training Trust.



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46. Defendant Paul Von Berg is and/or was a Trustee of the Local 12

Operating Engineers Training Trust.

47. Defendant Jim Hulse is and/or was a Trustee of the Local 12 Operating


48. Defendant Mike Gomez is and/or was a Trustee of the Local 12 Operating


49. Defendant Operating Engineers Funds Inc. (“OEFI”) is a non-profit

corporation that administers the employee benefit programs for over 35,000

participants in Local 12’s various benefit funds.

50. Defendant Kenneth D. Waggoner is and individual residing in Los

Angeles County, California. Kenneth D. Waggoner is the son of Patricia and

William Waggoner. Kenneth D. Waggoner is the Vice President, Client Services,

in the Taft-Hartley Group of McMorgan & Company LLC (“McMorgan”).

51. Defendant Invesco Advisers, Inc. manages assets held in various funds by

OEFI.

52. Plaintiffs do not know the true names or capacities of the persons or

entities sued herein as DOES 1-10, inclusive, and therefore sue said Defendants by

such fictitious names. Each of the DOE Defendants was in some manner legally

responsible for the violations alleged herein. Plaintiffs will amend this complaint

to set forth the true names and capacities of these Defendants when they have been

ascertained, together with appropriate charging allegations, as may be necessary.

53. At all times mentioned herein, the Defendants named as DOES 1-10,

inclusive, and each of them, were residents of, doing business in, availed

themselves of the jurisdiction of, and/or injured Plaintiffs and aggrieved employees

in the State of California, among other locations.

54. At all times mentioned herein, each Defendant was the agent, servant, or

employee of the other Defendants and in acting and omitting to act as alleged

herein did so within the course and scope of that agency or employment.



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Defendants acted in concert or participation with each other, and/or aided and

abetted one another, and/or were joint participants and collaborators in the acts

complained of, and /or were the agents or employees of one another in doing the

acts complained of herein, each and all of them acting or omitting to act within the

course and scope of said agency and/or employment by the others, each and all of

them acting in concert one with the other and all together. Each Defendant was the

co-conspirator, aider and abettor, agent, servant, employee, assignee and/or joint

venturer of each of the other Defendants and was acting within the course and

scope of said conspiracy, agency, employment, assignment and/or joint venture and

with the permission and consent of each of the other Defendants.

55. The term “Defendants” as used herein includes DOES 1-10.

IV. FACTS COMMON TO ALL COUNTS

A. About the IUOE

56. The IUOE is a trade union that primarily represents operating engineers,

who work as heavy equipment operators, mechanics, and surveyors in the

construction industry, and stationary engineers, who work in operations and

maintenance in building and industrial complexes, and in the service industries.

IUOE also represents nurses and other health industry workers, a significant

number of public employees engaged in a wide variety of occupations, as well as a

number of job classifications in the petrochemical industry.

57. Founded in 1896, IUOE today has approximately 400,000 members in

123 local unions throughout the United States and Canada. IUOE is the 10th largest

union in the AFL-CIO. Through much of its history, IUOE has been closely

associated with criminal enterprises engaged in racketeering and related activities.

In recent years, individuals in senior positions at various IOUE locals have been

charged in criminal cases, including, for example:



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(a) John L. Dorrier, former business agent of Operating Engineers

Local 66, who was sentenced to 12 months imprisonment in

2003 after pleading guilty to charges of embezzlement, forgery,

and interfering with the administration of Internal Revenue

Laws.

(b) James Roemer, former treasurer of the Operating Engineers

Local 14, who was sentenced to 41 months imprisonment in

2003 and ordered to pay nearly $3 million in restitution and tax

penalties after pleading guilty to several charges, including

fraud, making and receiving unlawful union payments, tax

evasion, and obstruction of justice.

(c) Morris Diminno, former union representative of the Operating

Engineers Local 14 who was sentenced to 70 months

imprisonment in 2004 after pleading guilty to charges of fraud,

unlawful labor payment, unlawful monetary transaction, and

obstruction of justice.

(d) Louis Moscatiello, organized crime associate who was

sentenced to more than six years imprisonment in 2005 after

pleading guilty to charges of racketeering, extortion, and

conspiracy to commit union embezzlement. Moscatiello

admitted to using his influence over Operating Engineers Locals

14 and 15 to obtain preferential and no-show jobs for other

organized crime associates.

(e) Kenneth Campbell, former business manager of Operating

Engineers Local 825 who was sentenced to 46 months

imprisonment in 2009 after pleading guilty to embezzlement and

taking bribes from contractors.



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(f) Andrew Merola, organized crime associated individual who was

sentenced to 11 years in prison for numerous charges, including

a charge of wire fraud involving a noshow job he had as a

member of the Operating Engineers Local 825.

(g) Leaders and members of the Operating Engineers Local 17 - 10

individuals in all - currently indicted on counts of racketeering

and extortion involving vandalism and damage to machinery at

non-union work sites.

58. The members of the GEB, at all times during their term of service, have

both the constitutional authority and the fiduciary obligation to protect the members

of IUOE. At no time has any member of the GEB acted to curtail the illegal

conduct of Waggoner and the other Local 12 officers and employees named as

Defendants in this action.

59. The members of the GEB, at all times during their term of service, have,

without exception, ratified the ongoing imposition of illegally-imposed political

campaign contributions that were extracted from members.

60. The members of the GEB, at all times during their term of service, have,

without exception, ratified the ongoing imposition of illegally-imposed political

campaign contributions that were extracted from union employees and paid to the

EPEC fund or President’s Fund.

61. The members of the GEB, including the current members named herein,

ratify acts of the GP on a regular basis. When in session, the GEB acts for IUOE,

so IUOE is liable for their acts. When the GEB is not in session, the GP acts for

the GEB, and, as a result, IUOE is liable for the acts of the GP by virtue of that

agency and under the doctrine of respondeat superior. When the GEB later ratifies

the acts of the GP, the GEB members also assume responsibility for the acts of the

GP.

62.



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B. About IUOE Local 12 Employee Benefit Trusts

63. Local 12 established and maintains certain employee benefit plans for

its members, including the Local 12 Health & Welfare Trust, the Local 12 Pension

Fund, and the Local 12 Operating Engineers Training Trust (“OETT”).

64. Each of these trusts is an employee benefit plan under the Employee

Retirement Income Security Act.

65. Each trust is governed by a board of trustees. Half the trustees are

representatives of employers who have signed collective bargaining agreements

with Local 12. The remaining trustees are union officers appointed, in fact, by

William Waggoner, who dominates and control the Trusts associated with Local

12.

66. Each Board of Trustees is chaired by a selected member of the Board.

The chairman position is often rotated amongst the Trustees.

67. OEFI is a non-profit corporation that administers the employee benefit

programs for the Local 12 trusts. Each of the trusts is supposed to pay only its pro

rata share of the expenses incurred by OEFI.

68. In addition, the OETT employs Local 12 members directly for the

purpose of administration and training. Salaries, expenses, equipment, training, and

other activities are paid directly from OETT assets.

C. IUOE Forced Plaintiffs and Class members Serving As Officers or

Employees of Local 12 to Contribute to the President’s

Club/EPEC, a Political Action Fund, and a Second EPEC Fund

Affecting a Substantial Number of the Members of Local 12

69. Vince Giblin, as General President of IUOE, dramatically increased

contributions to IUOE’s Political Action Fund, the President’s Club, previously

known as EPEC. However, he did so by engaging in illegal conduct. Giblin

required any officer of a local union to contribute to the President’s Club. Officers,

Directors, Coordinators, District Representatives, Business Agents and Organizers



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were all told that if they wanted to serve in their positions, they had no choice but

to contribute to the President’s Club, in amounts up to $800 per year, calculated as

one percent of $80,000, the salary cap for this contribution. The contributions were

accomplished through compulsory payroll deductions. William Waggoner, the

First Vice President of IUOE, assisted Giblin’s forced-donation campaign by

demanding contributions from his own Local’s employees. Waggoner sent out a

memo to staff members (excluding clerical employees) informing them that they

had to sign an authorization for payroll deductions for the mandatory President’s

Club contributions. Plaintiffs Salas, Watson and Paxin, among other employees of

Local 12 and its affiliated entities, were required to pay and did in fact pay

mandatory contributions to the President’s Club. Forcing a contribution in

connection with an implied threat to ongoing employment is a Hobbs Act violation.

Each employee that was compelled to contribute suffered an independent Hobbs

Act violation.

70. All other IUOE Local unions were similarly required to contribute, on a

mandatory basis, to the President’s Club Political Action Fund. The annual

contribution to the President’s Club Fund from the employees and officers of all

Local unions is estimated to exceed $2.5 million per year. In 2012, the total

contributions to the fund were $3,023,901.12. A small portion of those

contributions were additional contributions from other members, but the vast

portion consists of mandatory contributions from officers and employees of Locals

around the country. The FEC Committee ID for the Fund is C00029504.

71. The mandatory nature of the contributions was part of IUOE’s and

Giblin’s desire to elevate the stature of IUOE as a political force through aggressive

donations to political candidates. These contributions are used, in part, to shield

IUOE from the full intensity of regulatory scrutiny. IUOE’s average expenditures

doubled in 2006 and reached an unprecedented level in 2012:



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72. Rather than “soliciting” contributions from members, IUOE, in violation

of the Federal Election Campaign Act and Federal Election Commission rules,

mandated that officers and employees contribute to the President’s Club/EPEC, in

the amount of 1% of compensation, up to 1% of $80,000. As noted above,Plaintiffs Salas, Watson and Paxin, among other Local 12 employees, were forced

to contribute to this fund under threat of loss of their jobs. Contribution forms are

included as part of the new-hire paperwork. Individuals are first encouraged to

complete the authorization paperwork. When mere encouragement fails, hardball

tactics are applied, and the resisting individual is told that they must contribute if

they want to keep their job. Threats to employment to obtain contributions

constitute a type of embezzlement that also amounts to a violation of the Hobbs Act

each time it occurs.

73. In 2008, after already pressing for increased contributions from officers

and employees, Giblin and International implemented a plan to circumvent union

member consent and collect a five-cent per hour political contribution directly from



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employers, through collective bargaining agreements. The local unions were

directed to negotiate this provision and then supply employers with check-off lists

of union members from whom the contributions would be automatically deducted

from their paychecks, even though the union members were often unaware that this

was occurring and had not consented to it. At the 2008 IOUE General Convention,

IUOE resolved, in Resolution 12, that:

NOW THEREFORE. BE IT RESOLVED that each IUOE local unionmake it a top priority to negotiate at least a five-cents per hour check-off in all collective bargaining agreements for the purpose or raisingvoluntary political contributions;

BE IT FURTHER RESOLVED that it is mandatory that theInternational negotiate at least a five-cents per hour check-off in all

national collective bargaining agreements for the purpose or raisingvoluntary political contributions;

However, this practice was already underway in IUOE, and the IUOE Board

merely ratified this illegal practice that Giblin had already instituted after assuming

the General Presidency in and around 2005, between the conventions that occur

once every five years. The end result was that members around the country were

forced into political contribution schemes without voluntarily consenting to

participation. The results of this illegal behavior speak for themselves, as IUOE’s

political collections and expenditures skyrocketed under Giblin’s control. In the

37th Convention Program, Giblin boasted about the results of his unlawful political

contribution collection schemes when he wrote:

Also, the IUOE today ranks near the top of national lists as one of the

most active union political players in terms of influence and voluntary

contributions. Considering that three years ago we couldn’t be found

on anyone’s political list, this is a very noteworthy accomplishment –

and one we have every intention of continuing to improve on as we

move forward.

What is implausible about this claim is the characterization of contributions as

“voluntary.” At that same convention, contributions from members were mandated



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to be included in collective bargaining agreements, and officers and employees of

locals around the country experienced coercive pressure, rising to the level of

extortion, to contribute upon threat of job loss, eliminating any pretense of choice.

Financial threats of economic harm and retaliation, in violation of the Hobbs Act,

among other laws, were used, at the direction of IUOE and Giblin, to obtain the

dramatically increased contribution levels about which Giblin boasted. On

information and belief, the practice of collecting mandatory contributions continues

under the present IUOE administration that includes IUOE itself, GP Callahan and

the current GEB.

74. Waggoner, fully in agreement with Giblin’s “mandatory” “voluntary”

donation extortion scheme, required that all collective bargaining agreements

negotiated by Local 12 should include a similar five cent per hour contribution to

the EPEC fund.

D. Waggoner Forced Watson, Salas and Other Employees of Local 12

and Its Related Entities, including OEFI, to Contribute to His Re-

election Fund75. The OETT is managed by a group of six purportedly independent

Trustees; however, the independence is a sham. Three Trustees work for

Waggoner as union representatives on the Board. Three other Trustees represent

contractors from the management side. Waggoner ensures that at least one

management-side Trustee will always vote in the manner that Waggoner directs.

Thus, since Waggoner always has the three union-side Trustees who do his bidding,

Waggoner controls a majority of the six OETT trustee votes at all times. One way

that Waggoner accomplishes this control is through the inclusion of Trustees that

are no longer capable of understanding the materials presented to Trustees as a

result of physical infirmity. Another way that Waggoner accomplishes this control

is by providing gifts from the Trusts to management-side Trustees, such as



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expensive vacation travel, where luxury resorts and airfare are covered by the Trust

and concealed as travel for “educational”.

76. Albin “Skip” Watson became the Curriculum Coordinator of the OETT in

and around November 1997. When Watson became the Curriculum Coordinator,

he was given a monthly expense check, in the amount of $550 per month. The

monthly expense payment was made to all OETT instructors. The money came

from OETT assets. Mr. Watson asked if he was required to submit receipts or

document the expenses incurred. He was told no. Neither the OETT Board nor the

OETT Administrator made any attempt to verify that expenditures from the $550 a

month expense checks were for the benefit of the OETT.

77. After Mr. Watson had been in that position for about two years, the

Administrator called him into his office and reprimanded Watson for failing to

contribute to the “BA’s Fund” (i.e., the Business Agents’ Fund, formerly referred

to internally as the “slush fund”). Watson had no idea what the Administrator was

talking about. The Administrator explained that anyone who received a monthly

expense check was expected to contribute $50 a month to the “BA’s Fund.” The

“BA’s Fund,” as discussed below, was directly for the benefit of Waggoner.

78. The Administrator made it clear to Watson that the contribution was not

viewed as voluntary. While the Administrator excused Watson for his lack of

contributions in the past, Watson was told to begin contributions immediately.

When Watson later asked what the money was for, a business agent explained to

him that it was for the “Bill Waggoner Re-Election Fund.” That business agent

told Watson that the money went to Pasadena and was given to Waggoner’s

secretary, which confirmed that Waggoner intended all along to embezzle from the

OETT fund, using employees controlled by threat of termination to siphon those

funds. The form 5500 filing for OETT was falsified by Waggoner and the other

Trustees, who falsely certified that the entire $550 was an expense reimbursement

to employees of OETT, when $50 was, in truth, added at Waggoner’s direction to



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permit his election fund embezzlement scheme. Thus, $600 was received from

each employee per year as an untaxed transfer of assets ($50 per month, equal to

$600 per year).

79. When employees asked if they could pay their mandatory BA’s Fund

contribution by check, they were told, “No. This fund does not exist. Cash only.”

Both Plaintiffs Watson and Salas were forced to contribute to the BA’s Fund. The

insistence upon cash payments further confirms that Waggoner and OETT

Administrator Tolbert were aware of the unlawful nature of this contribution

demand.

80. Cash payments from Local 12 employees were eventually delivered,

either directly or through District Representatives, to Patricia Harvey, Waggoner’s

secretary. Patricia Harvey issued receipts to District Representatives or

Coordinators for the cash payments they delivered to her. So long as Local 12 has

not already shredded those receipts as it has done with other documents since the

filing of this lawsuit, those receipts will further confirm the existence of this

additional, mandatory contribution scheme. California Penal Code section 135

states: Every person who, knowing that any book, paper, record, instrument in

writing, or other matter or thing, is about to be produced in evidence upon any trial,

inquiry, or investigation whatever, authorized by law, willfully destroys or conceals

the same, with intent thereby to prevent it from being produced, is guilty of a

misdemeanor.” The destruction of documents at Local 12 constitutes criminal

conduct.

81. Payments collected by Patricia Harvey were turned over to Karen Ragin-

Best for deposit. Two-thirds of the $50 payments went towards the Bill Waggoner

Re-Election Fund, and one-third remained in the BA’s Fund. Karen Ragin-Best

and Mickey Adams were both signatories to the Bill Waggoner Re-Election Fund.

When any banking transactions occurred, both Karen Ragin-Best and Mickey



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Adams were required to be present, though Ron Sikorski was an alternate signatory

if one of the other two was not available.

82. Local 12 office employees Susan Holmes, Karen Ragin-Best and Patricia

Harvey were rewarded with a $400 per month car allowance, despite the fact that

they never drove their personal vehicles on union business. Instead, the car

allowance was a reward for loyalty to Waggoner, including loyalty in

administration of the illegal Bill Waggoner Re-Election Fund and the BA’s Fund,

which were funded with extorted monies.

83. In addition, Defendant IUOE, through its General President and GEB,

required all union employees, including Plaintiffs, to contribute to its political

action fund, the President’s Club, aka EPEC. Employees were required to

contribute money as a condition of their employment, in violation of the law. This

constituted extortion. Defendant Waggoner enforced the requirement in Local 12.

84. All Plaintiffs, other than Melvin Chamberlain, were compelled to

contribute to the BA’s Fund, discussed herein, at the risk of losing their jobs. All

Plaintiffs were compelled to the IUOE President’s Club, aka EPEC, which, in June

2013, gave $900,000 to members of Congress.

E. Assets Were Diverted or Embezzled from Local 12 and IUOE

Accounts or Trust Accounts Created for the Benefit of Union

Members

1. Some Defendants Embezzled Physical Property Purchased

By Local 12 or Its Many Associated Trusts

85. One OETT site purchased a semi trailer. The semi trailer was gutted and

apprenticeship staff turned it into a mobile barbeque facility. It is capable of

producing enough food to feed tens of thousands of individuals. Defendant

William Waggoner took the converted semi trailer and parked it in his own



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backyard. Waggoner leases the trailer back to Local 12, retaining the revenue for

himself and his wife, when Local 12 wants to use it for a Local 12 barbeque or

other Local 12 sponsored event.

86. During the last several years, the Southern California Training

Trust(“OETT”), a Taft-Hartley fund established to provide member training

services to the Local 12 members in California, has purchased equipment initially

identified as purchased for OETT.1 However, the equipment would then be deleted

from the Southern California Training Trust inventory, and transferred to the

Southern Nevada Training Trust, without compensation from the Southern Nevada

Training Trust to the Southern California Training Trust.

87. Southern California Training Trust training personnel and equipment were

used to transfer equipment from the Southern California Training Trust to the

Southern Nevada Training Trust. Southern California Training Trust personnel,

including Peter Majich, an employee of the Southern California Training Trust,

applied for and received DOT permits to transfer “wide load” equipment. Peter

Majich operated the lead vehicle during the transport of large construction

equipment to the Southern Nevada Training Trust. When equipment is deleted

from the Southern California Training Trust inventory, it is not returned to the

Southern California Training Trust. However, some equipment also has been

“loaned” from the Southern California Training Trust to the Southern Nevada

Training Trust for periods of time including one month to many years. In these

cases, fair market rental value has not been paid by the Southern Nevada Training

Trust to the Southern California Training Trust. Plaintiffs, who paid contributions

1 Local 12 creates some confusion with nomenclature in that it refers to boththe Southern California Training Trust and the Southern Nevada Training Trust as“OETT.” The main location in Southern California is often called OETT Whittier.However, these two Taft-Hartley trust funds are distinct legal entities, though themanagement employees co-mingled assets of the two trusts and treated them, attimes, as though they were a single entity. This reckless disregard for fund separateness places the status of both funds at risk under IRS regulations.



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into the Trust, were injured when assets were embezzled from those Trust funds

and when fair rental rates were not paid for the extended use of those equipment

pieces.

88. Employees of the Southern California Training Trust create the

curriculum, testing, interview applicants and actually instruct and/or teach

apprentices in Southern Nevada. However, the Southern Nevada Training Trust

does not repay the Southern California Training Trust for the use of its employees

that remain at all times on the Southern California Training Trust payroll. The

Southern Nevada Training Trust also fails to share in the cost of benefits provided

to instructors on the payroll of the Southern California Training Trust. Jim Leslie,

Skip Watson, and Dave Barton were sent to Southern Nevada to provide trainings

at that Trust, but the Southern Nevada Training Trust did not pay for their time or

training materials. During testing, proctors would be sent from Southern California

to Southern Nevada, but, again, the Southern Nevada Training Trust did not pay for

the Southern California Training Trust staff time. Lee Landers and Ron Havlick of

the Southern California Training Trust also were sent to provide services to the

Southern Nevada Training Trust, but the value of their services was not reimbursed.

Handbooks were printed and shipped to the Southern Nevada Training Trust from

Southern California, at Southern California’s expense.

89. Defendant Bert Tolbert is the Administrator for both the Southern

California Training Trust and the Southern Nevada Training Trust. But Tolbert

remained at all times exclusively on the Southern California Training Trust payroll.

No compensation for Tolbert is listed on the Southern Nevada Training Trust’s

DOL 5500 filings or IRS form 990. The total value of Tolbert’s compensation

package is approximately $200,000 per year, including salary and benefits. Tolbert

also is allowed to participate in the General Pension Plan, but he should not be

permitted to do so, since his participation in that Plan would occur exclusively by

means of employment by the Southern Nevada Training Trust, which, based on the



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relevant records, does not appear to employ him. Instead, Tolbert and Waggoner

conspired to improperly include Tolbert in the General Pension Plan, injuring

Plaintiffs Watson, Paxin and Chamberlain by discriminatory non-inclusion.

Tolbert’s pension benefit has been embezzled from the Southern California’s

OETT. Tolbert’s participation violated the “all or none” provision imposed by IRS

regulations and the General Pension Plan rules. Tolbert was included illegally, so

now every other employee of Southern California’s OETT must be included or the

plan is at risk of revocation under IRS regulations. Plaintiffs Watson, Paxin and

Chamberlain, and the other class member employees of Southern California’s

OETT were and are injured by non-inclusion in the General Pension Plan.

90. Defendant Bert Tolbert also placed his granddaughter Jodi McMullen on

the Southern California Training Trust payroll in order to provide her with health

care through the Health & Welfare Fund. Ms. McMullen, about 25 years old at the

time, had been addicted to prescription drugs and alcohol which destroyed her

liver. She was on the liver donor list and received a liver at the expense of the

Trust. Ms. McMullen did almost no work while she was on the payroll. She would

spend a lot of her time printing out pictures of animals, going through several color

printer cartridges in a week, or drawing with crayons. Tolbert violated his

fiduciary duties as a Taft-Hartley fund administrator by hiring a relative who did

little if no work in order to allow her to obtain an expensive medical procedure at

the expense of the Trust.

91. Bills for the Southern Nevada Training Trust are received by the Southern

California Training Trust. Defendant Tolbert reviews those bills. Tolbert then

approves those bills for payment and sends them to office staff to process and pay.

There is no system in place between the training centers in California and Nevada

to bill the Southern Nevada Training Trust for services provided by the Southern

California Training Trust. In substance, two separate Trusts are operated out of a

single office, without fair allocation of the expenses and overhead between the



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Trusts. Bills were sent from Southern Nevada to Southern California on an almost

weekly basis, and paid by Southern California, to the financial detriment of the

Southern California Training Trust and its beneficiaries, whose trust funds are

wrongly diminished in this fashion.

92. Vehicles owned by Local 12 or the Southern California Training Trust

training center that were scheduled to be sold at auction after their useful life were

often pulled from sale and purchased by Administrators, Board Members, Officers

and upper management of Local 12, including line officers, at a sub-market rate

price from the auction house. The vehicles were then restored by staff members at

the Southern California Training Trust Whittier training center (aka “OETT

Whittier”). All replaced parts for such vehicles were charged to other equipment

numbers. The time required for OETT Whittier staff members to restore the

vehicles was not paid to the Southern California Training Trust. The restored

vehicle’s ownership would then be transferred to the union staff member who

purchased the vehicle at the sub-market rate. Administrators, Board Members,

Officers and upper management of Local 12, including line officers, have taken

advantage of this scheme, thereby embezzling funds from the Southern California

Training Trust. Many of those same individuals receive free service on their

personal vehicles at OETT Whittier, constituting further embezzlement of union

resources. For example, Bert Tolbert’s brother-in-law received a full restoration on

a Dodge Stakebed pick up. Bert Tolbert also had personal riding lawnmowers

repaired by staff at OETT Whittier. Bert Tolbert would also dispatch OETT

Whitter vehicles to pick up and then repair equipment or vehicles owned by

Administrators, Officers, Board Members, or upper management employees.

93. Union leaders, including Waggoner, also store personal vehicles at the

OETT Whittier training center without paying fair rental compensation for use of

the space, thus providing value to such union officers that they are not entitled to

receive. For example, Waggoner stores a vintage Cadillac at the OETT Whittier



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training center. Special devices were constructed – without cost to Waggoner, but

rather at the expense of the OETT – to allow OETT Whittier staff to move

Waggoner’s vehicle when they require access to the bay space it occupies.

94. Employees of OETT were dispatched to repair or service Mickey Adams’

boat, which was docked at a river. Mickey Adams embezzled the staff time, OETT

vehicle usage, fuel costs, and parts for the repair of his boat. In at least one

instance, Pete Majich was dispatched to provide repair services for Mickey Adams’

boat. The parts were purchased by OETT and reported as operating costs on the

5500 forms filed for OETT. 5500 forms are transmitted by wire to the DOL. The

false filings in this instance and in all instances alleged herein, constitute wire

fraud, since the false filings were in furtherance of and to conceal asset

embezzlement schemes.

95. In short, those individuals receiving these embezzled benefits, including

individuals who were Defendants Officers of Local 12, senior management

Defendants for Local 12 and affiliated OEFI, and the OETT Trustees, as “parties in

interest” to the Trust, received fund assets that were neither reasonable nor

necessary to OETT operation and administration.

96. Trustees of OETT (Southern California) and OETT (Southern Nevada), as

well as Bert Tolbert and the officers of Local 12, actively concealed the misuse of

OETT assets from the members, who were not reasonably able to discovery the

embezzlement and related criminal activity until 2012.

97. As of about November or December 2012, during the pendency of this

litigation, records were being destroyed at the OETT Whittier training center by

staff. The records being destroyed are more recent records, rather than the very old

files that date back to the 1970’s.



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2. Defendants William Waggoner, Patty Waggoner, Kenneth

Waggoner, Mickey Adams, Ron Sikorski, Larry Davidson,

Dan Hawn, and Others Used Local 12’s Aircraft for Their

Personal Use, Embezzled Revenues Generated by Those

Aircraft, and Falsified Many Years of LM-2 Filings to

Conceal Activities, Costs, and Asset Values

98. At least as early as 2000, Local 12 owned a Beechcraft Super King Twin

Turbo Prop airplane, FAA Aircraft N44KA. Local 12 did not report the value of

this aircraft on Line 7 of Schedule 5 attached to Local 12’s 2000 Form LM-2 Labor

Organization Annual Report (“LM-2”). However, in the same LM-2 filing,

Nickolas Bruce Timpe is listed in Schedule 10 (“Disbursements to Employees”) as

a “pilot” employed by Local 12 in 2000. William Waggoner is listed as the

addressee for any mailings associated with the LM-2.

99. The FAA listed Aircraft N44KA as a model number B200 turbo prop, SN

BB-1711, manufactured by Raytheon Aircraft Co. Raytheon model B200 is

commonly referred to as a Beechcraft Super King Air.

100. Waggoner and Local 12 also failed to report this aircraft on the 2001

LM-2. But, as before, Nickolas Bruce Timpe is listed in Schedule 10

(“Disbursements to Employees”) as a “pilot” employed by Local 12. The 2001

LM-2 also appears to omit the aircraft’s costs and expenses, other than the pilot

salary, though, based on a 2004 filing by Local 12, it is clear that Local 12 claimed

to have a Beechcraft Super King Air aircraft registered with the FAA as N44KA.

101. In 2002, Local 12 borrowed $4,000,000 from the Work Preservation

Fund (but did not report the loan on the Fund’s 5500 filing), on a note allegedly

issued on June 1, 2002, to mature on June 1, 2015, with stated payments of $25,000

per month. The claimed purposed of the loan was to serve as the down payment on

a “new aircraft.” In addition to that loan, the 2002 LM-2 also lists a loan from

Amalgamated Bank of New York, in the original amount of $3,352,125.00, at an



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interest rate of 4.25%. The loan’s note date is June 30, 2002, with a maturity date

of July 1, 2003, but no payments were reported on the LM-2 filing for 2002. In

2002, Nickolas Bruce Timpe is listed in Schedule 10 (“Disbursements to

Employees”) as a “pilot” employed by Local 12. Allen Wayne Morisset is listed on

that same Schedule as a “Business Agent” in 2002, but he is later listed as a pilot in

2003. The purpose of this misclassification of employees was to conceal the true

cost of operating the Local 12 aircraft from members any anyone examining the

LM-2 filing by Local 12.

102. In 2002, Local 12 purchased a 2001 Cessna Citation XL, with

registration number N705SG. The reported value of the Cessna in 2002 was

$8,644,396.00. The value reported is false, because the Cessna, though claimed by

Waggoner to be new, was actually previously owned, which diminished its actual

value. The nine-passenger cabin was appointed with, among other things, leather

seats, a couch, a lavatory, walnut trim, 110-volt electrical outlets, 4 writing tables,

and a wine caddy. The plane is pictured below:



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Waggoner convinced the Executive Board to approve the purchase as an investment

because, as promised by Waggoner, the “new” Cessna jet would be leased,

generating income, at least 51% of the time, when, in fact, Local 12 never reported

lease income.

103. In 2003, Waggoner and Local 12 failed to report either the Beechcraft

or the Cessna aircraft on the 2003 LM-2. But aircraft sales tax was reported for the

purchase of the newer aircraft, in the amount of $705,375. The loan from the Work

Preservation Fund was listed as receiving timely payments. However, no payments

were made on the Amalgamated loan for the reporting period of 2003. Despite no

reported payments on the Amalgamated loan, Amalgamated Bank of NY loaned an

additional $1,000,000.00 to Local 12. In 2003, Nickolas Bruce Timpe and Allen

Wayne Morisset were listed in Schedule 10 (“Disbursements to Employees”) as a

“pilots” employed by Local 12. Christopher Gables is reported on staff as

“clerical” in 2003, but he later is listed as a “pilot” in 2004.

104. In the 2004 LM-2 filing, an aircraft with tail number N44KA, the

Beechcraft Super King Air twin turbo prop, was reported as sold for $1,705,000.00.

The 2004 LM-2 reported an initial cost $6,422,438.00; however, the IRS 990 filing

for the same year reports the initial cost as $3,122,437.50 excluding a newly

purchased engine. Local 12 also reported purchasing an engine for the turbo prop

aircraft for $300,000.00 during the 2004 reporting period. The loan from the Work

Preservation Fund was listed as receiving timely payments. However, no payments

were made on the Amalgamated loan for the reporting period of 2004. In 2004,

Nickolas Bruce Timpe and Christopher Gables are listed in Schedule 10

(“Disbursements to Employees”) as a “pilots” employed by Local 12. The 2004

LM-2 does not appear to reflect either aircraft’s operating costs and expenses, other

than the pilot salaries.



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105. In the 2005 LM-2 report, more information was suddenly reported

about the aircraft. Pilot salaries of $140,024.00, and total disbursements to pilots

of $176,666.00 were reported. Transactions involving aircraft were reported in

General Overhead, in amounts of $92,721, $35,550, $93,633, totalling

$221,904.00. The Amalgamated Bank loan was repaid in full, without any

apparent interest. The Amalgamated Bank loan was, in truth, a reverse kickback

designed to obligate Local 12 to continue doing business with Amalgamated Bank

despite the latter’s deteriorating financial condition.

106. In the 2006 LM-2 report, even more information was suddenly

reported about the remaining aircraft, the Cessna jet. Pilot salaries of $123,376.00,

and total disbursements to pilots of $161,337.00 were reported. Transactions

involving aircraft were reported in General Overhead, in amounts of $63,373,

$31,550, $551,964, $138,615, $65,232, $ 37,084, totalling $887,818.00. The total

transactions for one aircraft exceeded $1 million. Prior to 2005, there were two

aircraft maintained at some point; i.e. a Beechcraft Super Sky King and the Cessna.

Earlier LM-2 reporting does not seem to reflect one or both aircraft’s operating cost

and/or expenses other than the pilot salary expense.

107. In the 2007 LM-2 report, pilot salaries of $156,370.00 and total

disbursements to pilots of $186,811.00 were reported. Transactions involving

aircraft were reported in General Overhead, in amounts of $40,835, $136,464,

$59,829, $36,138, $149,331, $ 5337, $49,119, $18,700, $204,034, totalling

$699,787.00.

108. In 2009, the Cessna, with registration number N705SG, was advertised

for lease, at $3,325.00 per hour. No lease proceeds are reported in any LM-2 filing

by Local 12. The agent handling lease arrangements was Guardian Air, owned by

James Previti.



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109. In the 2010 LM-2 filing, the value of the Cessna is not reported or not

accurately reported. The total value of reported “other fixed assets” is $11,342.00,

far below the value of the Cessna.


for lease. To Plaintiffs’ knowledge, however, no lease proceeds are reported in any

LM-2 filing by Local 12.

111. In the 2011 LM-2 filing, the value of the Cessna is not reported or not

accurately reported. The total value of reported “other fixed assets” is $22,560.00,

far below the value of the Cessna.


for lease at a rate of $3,325 per hour, through the Guardian Jet Center. However,

since the filing of this action, the listing on Guardian’s website has vanished.

113. Union officers, who frequently travelled in the Local 12 aircraft,

would sometimes take commercial flights “just to make it look good”. The

locations where this aircraft flew and does fly are adequately serviced by most

commercial carriers.

114. Vince Giblin utilized the Cessna on multiple occasions without

compensating Local 12 for the rental time and expense of operating the plane.

115. On March 3, 2012, LeAnn Goff married Kenneth D. Waggoner. Goff

is the daughter of Vice President Carl Goff of Local 3. While it was originally

believed, based on the circumstances of the timing, that Waggoner attended that

wedding in Sacramento using Local 12’s Cessna, the Cessna, on that one occasion,

was actually being serviced by Cessna. However, there are numerous other

instances where William Waggoner and/or Patricia Waggoner used the Cessna for

personal travel. For example, William Waggoner flew to Bakersfield to attend a

Ray Price concert. Local 12 paid for that excursion. William Waggoner also used

the Local 12 Cessna to attend rodeo and NASCAR events in Las Vegas. The rodeo

events were annual trips for Waggoner. And the entire Waggoner family flew to



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Las Vegas to attend the wedding of Margaret Hammond. These trips were not

reimbursed to Local 12, which had to pay the costs associated with the use of the

Cessna. Waggoner also used the Local 12 Cessna jet to fly to Bakersfield to attend

the funeral of a member of Mickey Adams’ family.

116. Patricia Waggoner, wife of William Waggoner, used Local 12’s

Beechcraft and Cessna jet for her own personal travel. For example, Patricia

Waggoner would use the Local 12 Cessna to fly to Las Vegas for shopping trips.

She sometimes travelled with a representative of ProBiz Bank, Valerie Prince, who

brokered a $10 million loan to Local 12’s Health & Welfare Fund, and/or Dr. John

Giddings. Patricia Waggoner also used Local 12’s Cessna Jet to go on shopping

trips with Maritza Adams, Mickey Adams’ wife.

117. William Waggoner frequently used Local 12’s Beechcraft to visit his

brother, Geno in Lawrence, Kansas (not Branson, Missouri, as previously alleged).

On flights to the east coast or the midwest, Waggoner would stop over in

Lawrence, Kansas to visit his brother and refuel the Cessna jet, despite higher fuel

costs for refuelling there.

118. Maritza Adams, defendant Mickey Adams’ wife was frequently a

guest on the Local 12 jet for the personal purpose of visiting her mother in

Henderson, Nevada.

119. Kenneth D. Waggoner, William Waggoner’s son, was shuttled back

and forth to college in Santa Clara on the Local 12 Cessna jet. Local 12 was not

reimbursed for this personal use of Local 12’s property.

120. In virtually every instance where William Waggoner used Local 12’s

Cessna, he would require the pilots to fly the Cessna jet from Ontario, California,

where it was stored, to Van Nuys, California, because it was slightly closer to his

home than the Ontario airport and the traffic was better. Each of these short hops,

requiring an extra landing and takeoff, cost Local 12 roughly $2,000 in additional



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charges. These additional charges are an abuse by fiduciaries to the union and

amount to embezzlement of union funds for personal benefit.

121. In sum, Defendants William Waggoner, Patty Waggoner, Kenneth

Waggoner, Mickey Adams, Ron Sikorski, Larry Davidson, Dan Hawn, and others

used Local 12’s aircraft purchased by Local 12 for their personal use, embezzled

revenues generated by those aircraft, and falsified many years of LM-2 filings to

conceal activities, and costs, and asset values from discovery by members.

3. William Waggoner Provided Politicians With

Transportation on the Local 12 Jet, But that In-Kind

Contribution Was Frequently Not Paid for or Reported

122. Approximately one-third of Local 12’s members are “agency fee”

members, who include all public employees who are members of Local 12.

Agency fee members must be given the choice to decline political contributions.

Waggoner, without consent or approval of the membership, gave use of Local 12’s

Cessna Jet to Local 12’s Political Action Fund. The Political Action Fund, in turn,

made in-kind contributions of Jet flight time to individuals running for elected

office or to politicians promoting matters of interest to Local 12. Because the

Political Action Fund failed to compensate Local 12 for use of Local 12’s Cessna

Jet, the in-kind contributions amounted to forced political contributions, and

agency fee members were precluded from opting out of partisan union political

spending or other activity.

123. It is well known within the IUOE that Hilda Solis' congressional

election campaign was heavily funded by the Operating Engineers and other

unions. In fact, during her time in Congress (2001-09), she received more than

$900,000 in contributions from unions (not including the in-kind contributions

discussed below). She was flown to Washington D.C. for her swearing in on Local

12's Private Jet. William Waggoner bragged openly that he was flying Hilda Solis



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back to Washington D.C. to be sworn in. Vince Giblin responded to this boasting

by declaring, “We finally have a friend in the Department of Labor.” Vince Giblin

then chastised other Business Managers for failing to make similar investments in

political candidates. Giblin commended Waggoner, the First Vice President of

IUOE, and James Sweeney, the Seventh Vice President and Business Manager of

Local 150, for their heavy investments into political campaigns on both the state

and national level. Hilda Solis also flew on Local 12’s Cessna jet while serving in

Congress, though it appears that she failed to report the in-kind contributions from

Local 12. In late 2012, Waggoner flew Larry Hopkins and Ron Havlick to

Washington D.C. to meet with Hilda Solis over a Local 12 problem involving the

Department of Labor (“DOL”) when Waggoner believed that some legal action was

imminent. An article discussing Hilda Solis’ policy of protecting unions is attached

as Exhibit “5”, and there is little doubt about her close ties to Local 12, Waggoner,

and IUOE as pictured below:



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124. And a comprehensive review of the 2008 election cycle data

maintained by the Federal Election Commission, current through March 2013,

shows no in-kind contributions from Local 12, whether in the form of Cessna jet

time, or literature printing and postage provided by the Local 12 printing press

operations for that election cycle.

125. On information and belief, other politicians, including certain members

of Congress, were also recipients of in-kind contributions consisting of

uncompensated, undisclosed transportation on the Local 12 Cessna jet, sometimes

as part of a detour trip when the Local 12 Cessna jet was in route for some other

purpose. Waggoner (who had the exclusive authority to direct the destinations of

the Local 12 Cessna jet), though this deceit, embezzled from Local 12 for the

benefit of Local 12’s PAC, which was not paying for the Cessna jet time and

expense associated with these in-kind contributions.



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126. In sum, William Waggoner provided politicians with embezzled

transportation on the Local 12 jet, but that in-kind contribution was frequently not

paid for or reported. Officers of Local 12, including Mickey Adams, Ron Sikorski,

Larry Davidson and Dan Hawn were aware of Waggoner’s misuse of Local 12

assets, but did nothing to stop it and helped to conceal it from the members of

Local 12.

4. Defendants Waggoner, Sikorski, Adams, Davidson and

Hawn Embezzled Revenue from Local 12’s Printing Press

Operations, Failing to Report Income on Any IRS Form 990

or LM-2 Forms, and Diverting Resources From Agency Fee

Members Without Consent

127. Local 12 owns a large printing press. Allied Printing Trades Council

assigns numbers to printers to identify the source of any printing; Local 12’s

number from Allied Printing Trades Council is 212.

128. Local 501 ordered 10,000 calendars annually from Waggoner and

Local 12. Local 501 paid either $1.25 or $1.50 for each calendar, resulting in

orders of at least $12,500 in printing annually for Local 501. The income to Local

12 appears nowhere on either the Local 12 IRS 990s or the LM-2s for Local 12.

129. An identical press operated by Local 3 reports income to Local 3 in

excess of $250,000 per year. With the same press and similar supporting staff, it is

likely that Local 12 is receiving more than $250,000 in revenue per year for

printing, but those revenues are not reported by Local 12, indicating that the funds

are not accounted for in any filing by Local 12. This is significant because Local

12 bears the cost of the press operation and its consumables. Waggoner, by failing

to report revenues and expenditures as required by law, embezzled from Local 12

for, among other things, the benefit of Local 12’s PAC, which was not paying for

the printing expenses.



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130. As alleged above, approximately one-third of Local 12’s members are

agency fee members, who include all public employees who are members of Local

12. Agency fee members must be given the choice to decline political

contributions. Waggoner, without consent or approval of the membership,

authorized the purchase of printing press consumables from General Fund assets.

The printing performed for candidates was routed through the Political Action

Fund, without compensation from the Political Action Fund. The Political Action

Fund, in turn, made in-kind contributions of printed materials to individuals

running for elected office or campaigning on matters of interest to Local 12.

Because the Political Action Fund failed to compensate Local 12 for use of Local

12’s printing press resources and materials, the in-kind contributions amounted to

forced political contributions, and agency fee members were precluded from opting

out of partisan union political spending or other activity.

131. When politicians who received in-kind contributions failed to disclose

them, and Local 12, at Waggoner’s direction, failed to properly report them in all

cases, members were precluded from detecting the misuse of union assets by

Waggoner, which interfered with the members’ exercise of Title II and Title V

rights arising under the LMRDA (accurate reporting and fiduciary care by officers).

132. In 2010, Local 12 provided campaign support to Senator Harry Reid’s

campaign in the form of ten full-time employees of Local 12 (business agents and

organizers), rotated into Las Vegas on a weekly basis for roughly six weeks. This

effort was part of an IUOE program, manned by Jeff Fiedler (Director of Special

Operations for IUOE), lobbyist Tim Cremins (Director of Education and Research

for the IUOE California-Nevada Conference of Operating Engineers), Richard

Pound, Richard Spencer, and Dennis Lundy (Western Regional Director for IUOE),

to support Harry Reid. In addition to providing manpower, Local 12 supplied

printed campaign materials for Harry Reid’s campaign. The materials were printed

on the Local 12 printing press, the material costs for the printing were paid by



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Local 12 (not the Political Action Fund), and then the materials were flown to Las

Vegas on Local 12’s Cessna jet. The ten-member Local 12 team, all paid out of

Local 12’s payroll account, then distributed these printed materials for Harry

Reid’s campaign effort. Under Title V of the LMRDA, members were injured as

a result of embezzlement from Local 12, to the benefit of others, including the

Local 12 PAC.

133. Defendants Sikorski, Adams, Hawn and Davidson were aware of the

embezzlement from Local 12, to the benefit of others, including the Local 12 PAC,

but they did nothing to stop it and helped to conceal the embezzlement from

members of Local 12.

134. Since the initial filing of this lawsuit, Local 12 has attempted to hide

the widespread non-reporting by filing its own amended contribution reports. The

problem with this concealment tactic is that there is no coordination with those

candidates who reported some contributions from a different contributing entity,

namely, the Political Action Fund. Now Local 12 is in the position of having

recently amended its reports to claim that it donated in-kind contributions, when,

years ago, the candidate reported a contribution from the Political Action Fund. As

to those politicians who never reported an in-kind contribution, at least Local 12’s

suspiciously late amended reporting does not have to be reconciled with an

inconsistent filing by a politician. Notably, Local 12 failed to amend reporting for

the in-kind contributions to Hilda Solis and Harry Reid. These falsified filings

tolled members’ obligation to bring suit under Titles II and V of the LMRDA.



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5. William Waggoner Engaged in Self-Dealing by Causing

Local 12 to Hire Patty Waggoner’s Company, Spacemaker

Tenant Improvements, to Work on Local 12’s Headquarters,

OEFI-Owned Properties, and Other Property

135. Defendant Patricia Morrison (“Patty”) Waggoner, the wife of William

Waggoner, markets Taft-Hartley investments as a Senior Vice President at

Amalgamated Bank of Pasadena, a division of Amalgamated Bank of New York.

Patty Waggoner was also an officer of the contracting company, Spacemaker

Tenant Improvements (“Spacemaker”). Spacemaker is a California licensed

contractor. According to the California State Contractor license Board, the holder

of the Spacemaker contractor’s license was Stanley W. Smith, and Patty Waggoner

was Spacemaker’s President. Later, records show that Richard A. Marker,

currently a lawyer at the Green & Marker law firm, was also an officer and may be

the sole remaining officer.

136. At least as far back as 1980, Patty Waggoner, through her contracting

company Spacemaker, performed work on Local 12 facilities and facilities owned

by Local 12’s General Pension Fund. Patty Waggoner is a member of Local 12.

137. At all times relevant, Spacemaker had offices in buildings owned by

Local 12’s General Pension Fund, including 301 N. Lake Avenue, Pasadena,

California 91101 and 3699 Wilshire Blvd., Los Angeles, California 90010.

138. The contracting services provided by Spacemaker to Local 12 facilities

and facilities owned by Local 12’s General Pension Fund were not provided on the

basis of arms-length bidding processes. Rather, Spacemaker received those

construction jobs simply by virtue of Patty Waggoner’s marriage to William

Waggoner. Moreover, even had they used a bidding process, Spacemaker, due to

the spousal relationship between the Waggoners, could not appropriately have

performed that work.



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139. Plaintiffs and other members of Local 12 were harmed as a result of

this self-dealing because William Waggoner prevented Local 12 and/or OEFI from

demanding corrective action for the substandard work provided by Spacemaker.

Instead, additional costs were incurred by Local 12 and its affiliated organizations

to correct and repair the defective work done by Patty Waggoner’s company.

140. Patty Waggoner has also used her position as the wife of William

Waggoner to market and obtain business for Amalgamated Bank.

141. William Waggoner’s LM-30 filing identifies Patricia Waggoner as the

“First Vice President” of Amalgamated Bank (in fact, she is a Senior Vice

President of Marketing & Sales, Western Region). Her annual salary is listed as

$141,057, but Waggoner states that there are no conflicts of interest. Waggoner

claims in the filing that the value of services provided to Local 12 or associated

funds is “not readily available.” However, filings by Local 12 and William

Waggoner never disclosed the conflicted relationship between William Waggoner

and Patty Waggoner’s company, Spacemaker. Members, including Plaintiffs, were

prevented from immediately discovering this improper arrangement due to the false

and misleading filings by Waggoner or at Waggoner’s behest. These false filings

violated the LMRDA and the resulting harm constitutes violations of ERISA’s

provisions barring self-dealing.

6. William Waggoner Diverted Assets From the Pension Fund

to Prop Up Amalgamated Bank, Which Was the Investment

Custodian of Other Funds Placed in Risky Investments

142. The Operating Engineers Pension Trust (“The Plan” or “The Local 12

Pension Fund”) is a pension benefit plan established by the IUOE, Local 12 and

participating employers through collective bargaining. It is subject to the provisions

of the Employee Retirement Income Security Act of 1974 (ERISA). OEFI

manages the Local 12 Pension Fund (though Invesco Advisers also appears to have



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management power over some Local 12 Pension Fund assets by virtue of its

designation as the managing member of LLC’s that serve effectively as holding

companies for various Local 12 Pension Fund real estate assets).

143. The Local 12 Pension Fund is not capable of supporting the massive

graft and misuse of assets perpetrated by Waggoner and other Defendants. In Local

12’s own words, the funding status is “critical”:

The Plan's actuary has determined that the Plan is considered to be in

critical status. The Plan is required to adopt a rehabilitation plan aimed

at restoring the financial health of the plan. Based on reasonable

assumptions, the Plan is expected to emerge from critical status by the

plan year beginning July 1, 2023. The Trustees recognize the

possibility that actual experience could be less favorable than the

reasonable assumptions. Therefore, the Trustees are establishing

annual standards to reflect possible actuarial losses and still keep the

Plan on target to emerge from critical status by the end of the

rehabilitation period.

See, Form 5500 filed with the DOL (year ending 2011), attached as Exhibit “8”.

144. On March 8, 2011, William Waggoner caused the borrowing of

$50,000,000 by Local 12 from Massachusetts Mutual Life Insurance Company,

secured by assets owned by Local 12’s Pension Fund. One such asset is held by

Vintage Park East, LLC. Vintage Park East, LLC encumbered a number of real

properties held by Vintage Park East, LLC. Attached hereto as Exhibit “7” is a true

and correct copy of that Deed of Trust. However, one of the properties, a parcel

designated as APN 0238-174-42-0000 is listed in the San Bernardino County

Clerk’s records as owned by the San Bernardino County Flood Control District.

Page 102 of the 2011 Form 5500 filed with the DOL by the Local 12 Pension Fund

provides information about the terms of the Note, identified as Note 10, which

says:



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In March, 2011, the Fund obtained a loan, secured by Vintage Park

East property located in Fontana, California. The terms of the note are

as follows:

A note payable of $50,000,000, with an interest rate of 4.46%

per annum. Interest only payments of $185,833 per month until

the maturity date of April 1, 2018. On the maturity date any

outstanding principal will be due.

See, 2011 Form 5500, Note 10.

145. The $50,000,000 was subsequently deposited in Amalgamated Bank,

which employs Patty Waggoner. At the time, Amalgamated Bank was under heavy

scrutiny by FDIC regulators because of its troubled financial condition.

146. Prior to encumbering Local 12 Pension Fund assets, a representative of

Invesco Advisers met with the Local 12 Pension Fund Board to discuss investing

more heavily in securities and less heavily in real estate. At that meeting and after,

the Invesco Advisers representative failed to disclose to the members of the Board

– the representatives of the interests of Plaintiffs and other pension fund

beneficiaries -- that (1) one of Invesco Advisers’ subsidiaries, WL Ross & Co.

LLC, was considering an equity investment in Amalgamated Bank, (2) borrowing

against real estate to put money into bank deposits or securities was not prudent

investing, given the borrowing costs, (3) Invesco Advisers should have no part in

the decision given the potential conflict created by its subsidiary’s bank investing

activities, and (4) Invesco Advisers, which managed investments for other unions

invested in Amalgamated Bank, failed to disclose the conflict created by its

incentive to protect Amalgamated Bank. Invesco Advisers concealed material

information that it had a duty to disclose. Invesco Advisers was in a fiduciary

relationship, as a manager of Local 12 Pension Fund assets, with the beneficiaries

of the Local 12 Pension Fund, including Plaintiffs. Invesco Advisers had exclusive

knowledge of material facts not known to the beneficiaries, including information



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about the activities of its subsidiary, WL Ross & Co. LLC. An article describing

the modus operandi of WL Ross & Co. LLC is attached hereto as Exhibit “6.”

Invesco Advisers actively concealed material facts from beneficiaries of the Local

12 Pension Fund, or, at minimum, Invesco Advisers made partial representations

but also suppressed some material facts, including information about activities of

WL Ross & Co. LLC. Moreover, Invesco Advisers never came forward and

disclosed the activities of WL Ross & Co. LLC or offered to recuse itself from

further involvement in Local 12’s Pension Fund at any later time. Notably, Invesco

Advisers was willing to see its client’s money placed at risk in Amalgamated Bank

before the FDIC allowed Amalgamated Bank to continue operations, but Invesco’s

subsidiary, WL Ross & Co. LLC, was unwilling to risk its own assets in

Amalgamated until deposits from Local 12 shored up Amalgamated’s balance sheet

enough to escape further FDIC control.

147. The fifty million dollars in loan funds were then deposited in

Amalgamated Bank for the purpose of preventing the collapse of Amalgamated

Bank. Waggoner and property manager Wilbur L. Ross, principal of Invesco, and

Ron Burkle, each deposited funds in Amalgamated Bank for the purposes of

artificially providing adequate liquidity to Amalgamated Bank and/or securing their

own equity positions in Amalgamated Bank.

148. On August 31, 2011, a Consent Decree was issued by the FDIC. The

assets deposited by Waggoner in March 2011 helped Amalgamated survive the

FDIC’s audit and review as an autonomous entity. Amalgamated remained barely

viable, thanks in part to the infusion of assets from Local 12, and Ross was able to

snap up 20% of Amalgamated’s common stock.

149. Local 12’s Pension Fund is currently obligated as a result of the loan

against real estate previously owned outright by the Fund to pay interest through to

2018. In the 2011 LM-2 filing by Local 12’s Pension Fund, the Fund listed an

obligation of $50,000,000, at 4.46% per annum, and an interest expense of



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$706,167 for less than a full year of interest. $185,833 per month is the interest

expense. April 1, 2018 is the maturity date, at which time the full amount of

principal is due. Members of Local 12 are paying $2,229,996 per year out of their

General Pension Fund for the sole purpose of propping up the bank at which Patty

Waggoner is a senior officer. And, due to Amalgamated’s weak financial

condition, it is unclear whether the $50,000,000 will be available for withdrawal

from Amalgamated upon demand.

150. Local 12 also participates in a securities lending program with assets

placed on deposit with Amalgamated Bank. According to Local 12, in its 2011

Form 5500, the securities lending program operated with JP Morgan Chase through

Amalgamated Bank does not carry any elevated investment risk:

The Plan participates in securities lending program with JP Morgan

Chase, through Amalgamated Bank as investment custodian. Under

this program, certain investment securities of the Plan are loaned to

investment brokers for a fee. Securities so loaned are fully

collateralized by cash and other investments. At June 30, 2011 and

2010, $9,115,893 and $38,437,344 respectively, of the Trust's

securities were on loan under the JP Morgan securities lending

program. Collateral provided by brokers is maintained at levels of at

least 100% of the fair value of the securities on loan and is adjusted for

market fluctuations. The Plan maintains effective control of the loaned

securities with JP Morgan Chase through Amalgamated Bank as

investment custodian during the term of the arrangement in that they

may be recalled by the Plan at any time. Under the terms of the

agreement, the borrower must return the same, or substantially the

same, investments that were borrowed. The market value of collateral

held for loaned securities is reported as collateral received under the

securities lending program, and a corresponding obligation is reported



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for repayment of such collateral upon settlement of the lending

transaction. Income from the securities lending program was $90,860

and $77,755 for the years ended June 30, 2011 and 2010, respectively,

and is included in interest income in the statement of changes in net

assets available for benefits.

But JP Morgan itself has a different position regarding the risk in the program:

Securities Lending Risk - The Fund or the vehicles in which it

invests may participate in securities lending programs. The lending

fund bears the risk of investment loss associated with any reinvestment

of securities lending collateral held by the lending fund.

Risks Associated with Investing in an Investment Vehicle - The

Fund may itself invest in an investment vehicle, such as a private

investment or commingled fund. When it does so, the investing fund is

subject to the underlying risk of that investment vehicle's portfolio

securities.

Increase in Expenses Risk - The actual cost of investing may be

higher than the expenses listed in the expense table for a variety of

reasons, including termination of a voluntary fee waiver or losing

portfolio fee breakpoints if average net assets decrease. The risk of

expenses increasing because of a decrease in average net assets is

heightened when markets are volatile.

Not FDIC Insured Risk - The investment is not a deposit or

obligation of, or guaranteed or endorsed by, any bank and is not

insured by the Federal Deposit Insurance Corporation, the Federal

Reserve Board, or any other U.S. governmental agency.

Accounts of Affiliates of the Investment Manager - Affiliated

managers may trade in securities at the same time as the Fund and,

therefore, may potentially affect prices or available opportunities.



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No Securities Registration - The Fund is exempt from

registration with the SEC. Units of the Fund are exempt from

registration with the SEC. Neither is registered with any state

securities regulator.

No CFTC Registration - The Fund is not registered as a

commodity pool with the CFTC because the Trustee is exempt from

having to register as a commodity pool operator under CFTC Rule 4.5.

The Local 12 Pension Fund, in critical condition, should not be invested in such a

reckless manner. The Trustees of the Local 12 Pension Fund have breached their

fiduciary duties by investing fund assets in this risky investment program operated

through the bank in which Defendant Patty Wagoner is a senior officer.

7. William Waggoner Diverted Valuable Assets in the Form of

Room Space in the Washington Court Hotel and Authorized

Sub-Market Leases of Revenue-Generating Properties

151. The Local 12 Pension Fund owns several buildings, including the

Washington Court Hotel in Washington, D.C. The Harbaugh Hotel Management

Company, owned by George Harbaugh, manages day-to-day operations under a

lease agreement. The hotel converted two rooms into an apartment. The funds for

that conversion were misappropriated from the Furniture, Fixtures & Equipment

account (“FF&E”), which is comprised primarily of Local 12 Pension Fund monies

designated for maintenance and improvement of the property to correct wear and

maintain value. The apartment is occupied by Joel Manion, the General Manager of

the hotel and the son of Jim Manion, the Chief Operating Officer at Harbaugh (in

the original Complaint, Joel Manion was inadvertently identified as the son of

George Harbaugh). The cost of converting the rooms was charged to the FF&E

account and used funds that had been set aside for a restaurant in the Washington

Court Hotel. The conversion was never voted on by the trustees of the Pension



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Fund. The Pension Fund lost revenue, due to the room conversion, in the form of

(1) conversion costs, and (2) lost room rental revenue, which, in the Washington,

D.C. location, can exceed many hundreds of dollars a night. In addition to

receiving free apartment rent in a city with a high cost of living, Joel Manion even

received hotel meals in his room. In addition, the prior lease payment received by

the Local 12 Pension Fund, roughly $3 million, is substantially below the market

value of a lease of the Washington Court Hotel property. Joel Manion’s improper

living arrangement is the result of asset embezzlement from the Local 12 Pension

Fund FF&E account. This embezzlement was authorized by William Waggoner as

part of the unlawful conspiracy between William Waggoner and George Harbaugh

to use the lease arrangement on the Washington Court as a means of embezzling

assets away from the Local 12 Pension Fund.

152. In January 2013, a new lease agreement for the Washington Court

hotel was entered into with the Harbaugh Hotel Management Company. The new

lease terms were even worse for the Local 12 Pension Fund than the terms were

under the last lease in that the amount of money received by the Local 12 Pension

Fund was substantially lower. The lease arrangements prevent Local 12 members,

including Plaintiffs, from detecting the embezzlements or having any means of

evaluating the transactions.

153. As with the Washington Court Hotel, the Local 12 Pension Fund

owned parking facilities near the Dallas-Ft. Worth Airport in Texas. Rather than

collect the substantial revenue generated by the parking facilities and simply pay a

local parking management company to service them, Local 12 leased the garages

out at a fixed rate that was well below the revenue that could have been collected if

the Local 12 Pension Fund has simply hired management to operate the facilities.

154. The Sheraton Grand Dallas Ft. Worth is another valuable hotel

property owned by the Local 12 Pension Fund that was leased to the Harbaugh

Hotel Management Company. The Sheraton is reported to cause a loss for Local



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12, since Local 12 has agreed to unusually low lease fees without good justification

and assumed various costs of operation of the property.

155. When Trustees attempted to convince Waggoner to sell the Sheraton

due to the loss, Waggoner, breaching his duties as a Trustee and Officer of Local

12, refused to consider the idea. The Sheraton is still held today.

8. In Violation of the IUOE Constitution, William Waggoner

Steered Health & Welfare Fund Investments to His Son’s

Employer While Kenneth Waggoner Was Employed at

Chelsea Management Without Disclosing the Prohibited

Conflict of Interest in LM-30 Filings

156. When Kenneth Waggoner went to work at Chelsea Management

(“Chelsea”), Chelsea was awarded the business of investing Local 12’s Health &

Welfare fund assets. William Waggoner did not disclose the prohibited conflict of

interest in William Waggoner’s LM-30 filings, despite the fact that Kenneth

Waggoner lived in William Waggoner’s home at the time. This failure was a

violation of Title V of the LMRDA.

157. Shortly after Kenneth Waggoner left Chelsea, Chelsea lost the Local

12 Health & Welfare investment account. Kenneth Waggoner went to work at

McMorgan. Shortly after Kenneth Waggoner joined McMorgan, Patty Waggoner,

in December 2011, sent an e-mail to John Elliot of New England Pension Advisers,

asking him to direct clients to Kenneth Waggoner at McMorgan because Kenneth

Waggoner was not successfully attracting enough business to McMorgan. Patty

Waggoner stated in her email that she had cleared her request with her husband,

William Waggoner, and he approved the request. John Elliot was advising the

trustees of the Local 12 Pension Fund on selecting investment managers at this

time. In 2011 (or 2012), McMorgan was selected to manage substantial assets for

the Local 12 Pension Fund.



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158. Kenneth Waggoner was aware, based upon his work with Taft-Hartley

fund management and his living arrangements in his parents’ home, that he was

improperly receiving property, services and other things of value from Local 12 or

affiliated Funds. For example, when Kenneth Waggoner charged his expenses at

the Washington Court Hotel to the Presidential Suite he shared with his mother and

father, which were later paid by Local 12, he was, in effect, stealing from Local 12.

And, when Kenneth Waggoner had Local 12 employees Max Gomez and

Christopher Totten, who were on the clock at Local 12, working on construction

projects at the home he co-owned with William and Patty Waggoner, he knew that

he was stealing from Local 12. Thus, Kenneth Waggoner was a willing accomplice

and co-conspirator in William and Patty Waggoner’s racketeering activities.

Kenneth Waggoner unjustly enriched himself at the expense of Local 12’s

members.

159. William Waggoner, Mickey Adams, Ron Sikorski, Larry Davidson and

Dan Hawn all breached their fiduciary duties to Local 12 and its members when

Kenneth Waggoner’s expenses were charged by William Waggoner to Local 12.

Plaintiffs and the members of Local 12 were harmed by these breaches.

9. William Waggoner, For Many Years, Demanded and

Obtained From Leo Majich, the Diversion of Real Estate

Account Funds from the Local 12 Pension Fund to Pay for

Roughly $90,000 in Rose Bowl Tickets Every Year

160. Prior to his death in 2008, Leo Majich, OEFI administrator, would, at

William Waggoner’s demand, provide tickets to attend the Rose Bowl to all

employees of the Local 12 Trusts and Local 12. Majich was diverting funds from

real estate accounts for the Local 12 Pension Fund to pay for the tickets. Michael

Graydon then assumed the position of administrator for the Trusts after Majich’s



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death. Graydon refused to continue the illegal asset diversion, despite William

Waggoner’s demands that he do so. The tickets cost roughly $90,000 per year.

10. Leo Majich’s Daughter, Theresa Goodell, Used an OEFI

Credit Card to Travel to Jamaica to Visit Her Boyfriend and

Defrauded OEFI Out of Other Monies

161. Theresa Goodell, the daughter of Leo Majich, was employed at OEFI

under the father, Leo Majich. On multiple occasions, Ms. Goodell used a credit

card belonging to OEFI to pay for her personal trips to Jamaica to visit her

boyfriend. OEFI expenses are paid entirely by the Local 12 employee benefit

trusts.

162. OEFI served (and serves) as a fiduciary for the Local 12 employee

benefit trusts in that it “administers the employee benefit programs” of Local 12.2

Among other things, it determines how much in expenses to charge each of Local

12’s employee benefit trust on a pro rata basis, depending on the relevant amount

of work performed and expenses incurred in connection with administering each

trust. Accordingly, it has a fiduciary duty to ensure that all expenses, including

salary, and employee reimbursements, or necessary, appropriate, and for the benefit

of one of the trusts.

163. Because OEFI has no independent source of revenue and engages in no

business other than administration of the Local 12-associated funds, every

misappropriation by Ms. Goodell was an conversion of trust fund assets from the

fund to which such expenses were billed.

164. On weekends, Theresa Goodell often logged onto the OEFI computer

network from home, did o no work, but turned in overtime hours to fraudulently

increase her pay. She frequently claimed eight hours of overtime per weekend. For

2 http://www.oefunds.org/ (last viewed July 22, 2013).



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example, in fiscal year 2008, Theresa Goodell approved for herself the payment of

overtime wages in the amount of $77,948, despite the fact that Ms. Goodell was an

exempt managerial employee not entitled to overtime pay. Her embezzled

overtime wages ultimately were diverted from the Local 12 Funds administered by

OEFI. Unfortunately, this and other embezzlements were hidden from Local 12

members (who are also fund beneficiaries) by William Waggoner and the complicit

officers of Local 12, the Trustees of the Local 12-associated Funds, and loyal upper

management of Local 12 and OEFI. Audit findings were not provided to any Local

12 member, and no collection actions were instituted to recover the funds identified

as embezzled by the auditing accountant firm.

165. Theresa Goodell also periodically required the issuance of an

additional payroll check, equal to a week of pay, for herself and her father, Leo

Majich. These improper distributions, occurring roughly five times a year,

amounted to the embezzlement of tens of thousands of dollars from OEFI-

administered funds.

166. When Michael Graydon discovered the embezzlements by Theresa

Goodell, he fired her. William Waggoner then fired Michael Graydon for

terminating Theresa Goodell and other employees involved in the embezzlement

schemes and for refusing to follow past practices of diverting assets to pay for such

indulgences as Rose Bowl tickets. Waggoner protected Theresa Goodell, in part,

because he is her “secret” business partner in her artisanal soap company.

167. Trustees of the Trust Funds impacted by Ms. Goodell’s embezzlement

were negligent in their oversight and breached their fiduciary duties to the

respective Funds on which they sit and/or sat as Trustees. Officers of Local 12

breached their fiduciary duties to the membership of Local 12 by failing to stop this

embezzlement of associated fund assets, despite having an awareness that it was

occurring with William Waggoner’s encouragement and permission.



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11. Bernard Kotkin & Co., LLP, a Certified Public Accounting

Firm, Was Hired by OEFI to Conduct Annual Audits,

Uncovering Massive Financial Misconduct, Including

Embezzlement, Fraud and the Misuse of Hundreds of Credit

Cards

168. Bernard Kotkin & Co., LLP, a Certified Public Accounting firm, was

hired by OEFI to conduct annual audits. During the course of those audits, auditor

Angelo Nicodemo, CPA, determined that hundreds of credit cards had been

misused by employees and other embezzlements and fraud had occurred. A report

was prepared after each audit and provided to Leo Majich. As noted elsewhere

herein, OEFI bills all of its expenses to Local 12 trusts. Every misappropriation by

an OEFI employee was an embezzlement from every fund administered by OEFI,

which allocates its administrative expenses across the funds proportionately.

Deficits in a Fund are corrected by an increase in contribution levels from Plaintiffs

and the Local 12 members. Plaintiffs, who are beneficiaries of the Funds impacted

by OEFI employee embezzlements, suffered injuries as a result of the harm to their

Funds.

169. Each year, the report of asset misuse from Bernard Kotkin & Co., LLP

grew in size. Eventually, after issues identified by auditor Angelo Nicodemo, CPA,

were not addressed under Leo Majich’s tenure, Nicodemo sent the Bernard Kotkin

findings to Michael Graydon. Michael Graydon set out to first verify and later

remedy the misconduct uncovered by Bernard Kotkin. Mr. Graydon was able to

obtain some reimbursements for embezzlements from OEFI. This, in turn,

benefited the Funds managed by OEFI, because those costs had been passed, in

full, to the Funds.

170. Margaret Bowen, who worked under Michael Graydon, worked with

Mr. Graydon to try to clean out the fraud and corruption that permeated OEFI.

However, in the end, after Mr. Graydon terminated Theresa Goodell for obtaining



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overtime wages under false pretenses, Mr. Graydon and Ms. Bowen were both fired

by William Waggoner.

12. William Waggoner Awarded a No-Bid Security Services

Contract to His Friend’s Firm, Worldwide Security, at

Multiple Times the Competitive Market Rate

171. Worldwide Security provides security at Local 12 facilities. The

security firm was previously owned by Mike Marker, now deceased. Mike

Marker’s widow now operates Worldwide Secuirty. Worldwide Security is located

at 10302 Glasgow, Los Angeles, California.

172. Mike Marker and William Waggoner were close friends. The contract

between Local 12 and Worldwide Security cost at least three times the competitive

market rate for the same security services. The issue of price was often discussed

by the Local 12 executive board. Mickey Adams challenged the awarding of the

contract to Worldwide Security and was told by William Waggoner to drop the

issue of sending the contract out for a competitive bid. When William Waggoner

contracted with Worldwide Security at rates far above competitive levels, he

breached his fiduciary duty as an officer of Local 12, harming the members of

Local 12 by virtue of that breach.

173. Worldwide Security has held the contract for security services at Local

12 for about ten or more years.

13. While Waggoner and His Family and Others Were Enjoying

Personal-Use Jet Flights and Failing to Reimburse the

General Fund for Printing and Jet Time Contributed to

Politicians, the General Fund Was Hemorrhaging Money

174. One of the more tragic aspects of the Local 12 officers’ rampant

misuse of Local 12 assets was the dire financial impact on Local 12’s General



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Fund. In 2010, the General Fund lost $5,727,742, according to William Waggoner.

In 2011, the losses continued at a similar pace.. To address this deficit, Waggoner

and the Executive Board recommended asking employees to take two days off

without pay. A true and correct copy of William Waggoner’s letter is attached

hereto as Exhibit “3.” Employees were ultimately required to give up days of work

to address the General Fund deficit, including Plaintiff Salas. While employees

were giving up their wages, Waggoner, his family, and his poker cabal (consisting,

at various times, of the other Defendant officers of Local 12 and anyone else that

Waggoner directed to accompany him on the Cessna jet), were still flying around

the country in Local 12’s jet without reimbursing Local 12 for the jet time. Local

12 was also giving jet time to politicians, but the Political Action Fund was not

reimbursing Local 12’s General Fund for the rental cost of the jet time or the

employee costs associated with the pilots. And Local 12 continued to print

campaign materials for politicians, but, again, the Political Action Fund did not

reimburse Local 12’s General Fund for the massive amount of printing supplies that

Local 12 purchased and the labor costs that Local 12 incurred. This ongoing and

pervasive breach of fiduciary duties by officers of Local 12 harmed Plaintiffs and

the members and is actionable as violations of Title II of the LMRDA.

14. OEFI Paid Employees’ Payroll Taxes Out of the General

Fund

175. Employees are normally obligated to pay their share of FICA out of

their gross wages. Inexplicably, Defendant Waggoner conceived of a plan to pay

the employee share of taxes out of the OEFI. This, in fact, occurred, and the

additional costs to OEFI were then passed on to the Funds administered by OEFI.

176. As noted elsewhere herein, OEFI is funded entirely from the Trust

Funds at Local 12. OEFI has a fiduciary duty to avoid excessive or improper

expenditures that are coming from Taft-Hartley Trust Fund contributions that it



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administers. Because OEFI has no independent source of revenue and engages in

no business other than administration of the Local 12-associated funds, every

misappropriation by an OEFI employee was an embezzlement from every fund

administered by OEFI, which allocates its administrative expenses across the funds

proportionately. Deficits in a Fund are corrected by an increase in contribution

levels from Plaintiffs and the Local 12 members. Plaintiffs, who are beneficiaries

of the Funds impacted by OEFI employee embezzlements, suffered injuries as a

result of the harm to their Funds.

177. Trustees of the Trust Funds impacted by this payroll tax embezzlement

were negligent in their oversight and breached their fiduciary duties to the

respective Funds on which they sit and/or sat as Trustees. Officers of Local 12

breached their fiduciary duties to the membership of Local 12 by failing to stop this

embezzlement of associated fund assets, despite having an awareness that it was

occurring with William Waggoner’s encouragement and permission.

15. Bert Tolbert, With the Knowledge of Waggoner, Directed or

Caused the Sale of Metal Belonging to OETT (SouthernCalifornia) at SA Recycling and Other Recyclers for Cash

and Did Not Deliver That Cash to the Trust

178. For many years, scrap metal was taken from the Southern California

Training Trust and recycled in exchange for money, often at SA Recycling, which

is located at 12301 E. Valley Blvd., El Monte, CA 91732. Teamsters Union drivers

or Pete Majich, Leo Majich’s son, took that metal to the recycling yards. While

“scrap metal” suggests a nominal amount of waste metal, the “scrap metal” sold in

this case included dismembered heavy construction equipment no longer in use,

constituting tens or even hundreds of thousands of pounds of metal annually. For

example, a 977 front end loader weighs approximately 47,641 pounds, and at least

one was cut apart and sold as scrap. Cranes can be heavier. The embezzled sale



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proceeds frequently exceeded $100,000 per year, but that money was not delivered

to OETT’s operating account, as it should have been. Money obtained through

these improper sales was delivered to Bert Tolbert. William Waggoner knew of

this unlawful embezzlement for years but did nothing to stop it.

179. The Plaintiffs, as beneficiaries of the OETT Trust Fund, and the other

members of Local 12 who are also beneficiaries, were injured by the embezzlement

of scrap metal sales revenue.

180. Trustees of the OETT Trust Fund were negligent in their oversight and

breached their fiduciary duties to the OETT Trust Fund on which they sit and/or sat

as Trustees. Officers of Local 12 breached their fiduciary duties to the membership

of Local 12 by failing to stop this embezzlement of associated fund assets, despite

having an awareness that it was occurring with William Waggoner’s

encouragement and permission.

16. William Waggoner Wrote Off Debts Without Approval of a

Majority of the Trustees When the Debts Were Owed by an

Employer Trustee’s Company or the Relatives of Waggoner’s Close Friends

181. Waggoner would write off debts owed by employers to Trusts by fiat,

without full Trustee votes, when it suited him and certain other Trustees. For

example, Waggoner excused roughly $500,000 in contributions owed to the Local

12 Pension and Health & Welfare Funds by Majich Bros. at the same time that Leo

Majich was the OEFI Administrator for Local 12’s Trusts. In another case, over

$500,000 in contribution debts owed by Employer-Trustee C.W. Poss’s company,

CW Poss, Inc., to Funds including the Local 12 Pension Fund and the Health &

Welfare Fund were excused by Waggoner while Poss was sitting as a Trustee of the

Local 12 Health & Welfare Trust, the Local 12 Pension Fund, and OETT.

Notably, the other Trustees, who were circumvented by Waggoner, did not resign



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or act in any way after-the-fact to correct Waggoner’s misconduct. Further,

despite Poss’s failure to make his contributions, Waggoner allowed defendant Poss

to remain as a Trustee, in a position he still holds.

182. Debts of other employers were also excused by virtue of their

relationship with William Waggoner or his close associates. As a result, millions

of dollars owed to the various associated Funds were not collected, harming

Plaintiffs and the participants of those Funds as a result. At present, delinquent

contributions exceed $2 million, excluding all delinquencies that were excused by

Waggoner from collection.

183. The Plaintiffs, as beneficiaries of the Local 12 associated Trust Funds,

and the other members of Local 12 who are also beneficiaries of those Funds, were

injured by these write offs.

184. Trustees of the affected Local 12 Trust Funds were negligent in their

oversight and breached their fiduciary duties to the various affected Funds on

which they sit and/or sat as Trustees. Officers of Local 12 breached their fiduciary

duties to the membership of Local 12 by failing to stop this embezzlement of

associated fund assets, despite having an awareness that it was occurring at William

Waggoner’s direction.

17. Patty Waggoner Used a Local 12 Ford Flex Without

Justification, Thereby Embezzling Local 12 Assets

185. For at least half a year, Patty Waggoner was provided access to a Ford

Flex, owned by Local 12. Patty Waggoner frequently drove the vehicle to her

house. Patty Waggoner also used the vehicle while conducting business as the Vice

President of Amalgamated Bank and as a board member of the Pasadena Chamber

of Commerce. Patty Waggoner could not be properly authorized to utilize that

vehicle because she was not an employee of Local 12 or any related entity or Fund.

Her use of Local 12 property, valued in excess of $25,000, constitutes the



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embezzlement of union assets. Her husband, William Waggoner, is complicit in

that embezzlement.

186. Plaintiffs and all Local 12 members were harmed as a result of

embezzlement of Local 12 assets by Patty Waggoner. Her improper use of a Local

12 vehicle increased the number of vehicles that Local 12 had to own to conduct

legitimate business. William Waggoner was aware and permitted the

embezzlement of Local 12 assets for his wife’s benefit. William Waggoner’s

conduct violated Title II of the LMRDA, and Plaintiffs and the Class were injured

by that violation.

18. Various Defendants Used Southern California Training

Trust Facilities, Assets, and Personnel to Service and

Refurbish Their Personal Vehicles and Work on Their

Homes

187. Over the years, Defendants William Waggoner, Bert Tolbert, Mickey

Adams and others have repaired and/or restored personal vehicles, including

collectible antique cars and boats, using Southern California Training Trust funds

and staff. Fred Young and Ray Horn’s relative also had boats rebuilt at the training

facility.

188. A 1951 Chevrolet Bowtie owned by Bert Tolbert was also rebuilt

using Trust assets and staff.

189. William Waggoner’s Model A Ford was rebuilt using Trust assets and

staff.

190. Bert Tolbert purchased a truck that was fully rebuilt using Trust assets

and staff.

191. Bert Tolbert purchased another truck previously owned by Local 12,

had it fully reconditioned using Trust assets and staff, and gave it to his



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granddaughter to drive. The vehicle’s value was substantially increased by the full

restoration.

192. These fraudulent vehicle restorations were concealed through the use

of dummy VIN numbers. When Defendants embezzled these assets, they would

direct office staff to record repairs under different VIN numbers.

193. Bert Tolbert, Mickey Adams, and William Waggoner had annual

landscaping projects performed on their homes by Trust staff, using Trust tools and

assets. In addition, welder Miley Salazar was sent to officers’ homes to do

ornamental welding.

194. Kenneth Waggoner used employees of OETT on company time to

replace a washer and dryer at Kenneth Waggoner’s rental property, which property

is also owned by William and Patty Waggoner.

195. The Plaintiffs, as beneficiaries of the OETT Trust Fund, and the other

members of Local 12 who are also beneficiaries, were injured by the embezzlement

of assets (including tools and parts) and labor costs from OETT.

196. Trustees of the OETT Trust Fund were negligent in their oversight and

breached their fiduciary duties to the OETT Trust Fund on which they sit and/or sat

as Trustees. Officers of Local 12 breached their fiduciary duties to the membership

of Local 12 by failing to stop this embezzlement of associated fund assets, despite

having an awareness that it was occurring with William Waggoner’s

encouragement and permission.

19. William Waggoner Maintained Incompetent Employer

Trustees on the Local 12 Associated Trusts to Guarantee

That He Controlled All Local 12 Associated Trusts

197. In recent years, Defendant C.W. Poss has become mentally

incompetent and unfit to serve in any fiduciary role. William Waggoner, and every

Trustee that has observed Mr. Poss, are aware of his mental incompetence.



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Nevertheless, William Waggoner continues to maintain Mr. Poss as a Trustee on

multiple Trust Funds. No Trustee has attempted to remove Mr. Poss due to

incompetence.

198. In recent years, Trustee Kenneth Bourguignon has become physically

unable to review documents that he is required by Waggoner to sign, and no other

Trustee takes any action to ensure that Kenneth Bourguignon is informed of and

understands the content of documents he signs. Nevertheless, William Waggoner

continues to maintain Mr. Kenneth Bourguignon as a Trustee on multiple Trust

Funds and as the CEO of OEFI, the administrator for all of the Local 12 associated

funds.

F. IUOE’s and Local 12’s Leadership Used Threats of Physical and

Economic Violence, and Suborned Perjury, to Suppress

Investigations and Maintain Control Over Local 12

1. David Casey Was Beaten at the Direction of William

Waggoner for Running Against Waggoner for Business

Manager199. David Casey, a member, attended Local 12 meetings. He also

campaigned against William Waggoner for Business Manager. At Local 12

meetings, members have the right to make statements or ask questions at an open

microphone. In and around 2005, Mr. Casey attempted to speak up at a meeting.

Two individuals assaulted Mr. Casey immediately after the meeting, beating him

violently. On information and belief, they did so at the behest of William

Waggoner. The assailants were the nephew and the son of the District 7

Representative. David Casey filed a complaint with the Federal Bureau of

Investigation about the assault.



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2. William Waggoner Prevents Opposition Voices From

Speaking at Any Meetings

200. In and around about 2007, Waggoner directed Chris Norton, one of his

enforcers, to “cover the microphone” and keep anyone who opposed Waggoner

from speaking at any general membership meetings. At one meeting, Chris Norton

was involved in a physical altercation with David Casey to prevent Casey from

speaking at the meeting, particularly about misuse of membership assets related to

the purchase of the Cessna jet.

201. On September 18, 2012, Mr. Waggoner and the entire leadership team

attended a District 5 meeting. At that meeting, Mr. Waggoner told Rodney Karr,

who had sent Waggoner a letter raising issues, that “if you don’t stop this shit,

you’re going to get hurt.” Generally, Waggoner and/or his co-conspirators at

general membership and District meetings assign large individuals to take up

positions near microphones to intimidate any individual that might attempt to speak

up in opposition. Such conduct violates the LRMDA Bill of Rights.

3. Local 12 Uses Its Job Referral Service to SuppressOpposition

202. Local 12 operates an exclusive hiring hall. All jobs for Local 12

members are dispatched through the centralized hiring hall. Waggoner and Local

12’s leadership use this arrangement to intimidate members who might express

opposition to the activities of Local 12’s leadership. The fear of economic

retaliation is extremely high. Some members have children who are also members

of Local 12 and will not speak out due to fear of physical and economic harm

directed at their children.



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4. Business Agents for Local 12 Carry Guns That Have Had

Serial Numbers Removed

203. Waggoner requires Business Agents to carry firearms. The weapons

provided to Business Agents have had their serial numbers removed in some cases.

Waggoner negotiated a deal with Dwight Helmick, the former California Highway

Patrol (“CHP”) Commissioner, under which Local 12 would pay $25,000 to the

surviving spouse or family members of any California Highway Patrol officer

seriously injured or killed in the line of duty. In exchange, Waggoner received a

letter from Dwight Helmick authorizing Business Agents to stop at the side of road

and talk to Local 12 members working on construction projects. If a Business

Agent was questioned by a CHP officer, they could produce Helmick’s letter

instructing the investigating CHP officers to take no action.

G. William Waggoner, Mickey Adams, Ron Sikorski, Larry Davidson

and Dan Hawn Allow Employers Contracted With Local 12 to

Operate Double-Breasted, Thereby Depriving Members of

Protections and Benefits Available Under Union Agreements204. William Waggoner, Mickey Adams, Ron Sikorski, Larry Davidson and

Dan Hawn allow employers contracted with Local 12 to operate double-breasted,

thereby depriving members of protections and benefits available under union

agreements. Union contracts with employers hiring Local 12 members require, at

minimum, that employers unionized through Local 12 must remain unionized in

subsequent labor contracts with Local 12. The Business Manager, William

Waggoner, was responsible for supervising all business representatives and

ensuring that all collective bargaining agreements for Local 12 were negotiated,

fully executed, and that all terms under the collective bargaining agreements were

enforced.



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205. Instead, employers subject to collective bargaining agreements operate

“double breasted.” In labor parlance, “double breasted” refers to the side-by-side

operation of unionized and non-unionized workforces. For example, Morley

Builders is signatory to a Local 12 collective bargaining agreement, but its alter

ego, Benchmark Construction, is operated as though it is a non-unionized entity.

Benchmark Construction uses heavy equipment operators. LKR Group is signatory

to a Local 12 collective bargaining agreement, but its alter ego, Group Delta

Consultants, Inc., is operated as though it is a non-unionized entity. Group Delta

Consultants, Inc. uses construction inspectors. Twining Laboratories is signatory to

a Local 12 collective bargaining agreement, but its alter ego, Quality Assurance

International, is operated as though it is a non-unionized entity. The operators of

Twining Laboratories and Quality Assurance International are husband and wife,

with the husband owning the former and the wife owning the latter to conceal

double-breasted activity. Quality Assurance International uses heavy equipment

operators. Smith-Emery also operates double-breasted. The unionized portion of

Smith-Emery’s operations, on information and belief, is limited to about 30% of

Smith-Emery’s total operations.

206. On information and belief, Waggoner and other members of the

Local’s Executive Board, including Mickey Adams, were aware that double-

breasting was occurring but did not do anything to stop it or otherwise fulfill their

obligations in this regard.

H. Steve Montrie, Convicted of Vehicular Manslaughter, Remains a

Business Agent Despite Killing an Individual While Driving a

Union Vehicle Under the Influence of Alcohol

207. In December 2008, Steve Montrie admitted to killing an individual

while driving a Local 12 union vehicle under the influence of alcohol. Ron

Sikorski, then the President of Local 12, was also present in the union vehicle.



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Using its influence with local officials, Local 12 secured a sentence of vehicular

manslaughter, rather than gross vehicular manslaughter, for Montrie. He was

sentenced to three years and served about 18 months. Previously-ordered

restitution to the family of victim, in the amount of about $24,881.99 to one family

member and $32,829.05 to another, was rescinded.

208. Immediately after his release, Mr. Montrie was employed as a business

representative by Local 12, in violation of Section 504 of the LMRDA. Waggoner

was aware of the prohibition on hiring individuals convicted of crimes inflicting

great bodily injury or death, but nevertheless hired him. Waggoner recently

campaigned for the expungement of Montrie’s conviction so that Montrie could

serve as an officer, confirming Waggoner’s awareness of the restrictions imposed

by Section 504. The payment of a salary to Montrie, in violation of Section 504 of

the LMRDA, is a breach of fiduciary duties by William Waggoner, Mickey Adams,

Ron Sikorski, Larry Davidson and Dan Hawn. Those breaches harmed Plaintiff

and the Class.

209. Waggoner’s protection of Montrie is inconsistent with Waggoner’s

2004 Driver Safety Policy, which acknowledged that safe-driving agents should not

be punished or burdened by the reckless or careless drivers causing problems at

Local 12 (because the cost of insuring the safe drivers would increase, thereby

harming Local 12 itself). Other Business Agents, including Business Agent Robert

Paris, were terminated for a DUI conviction. Waggoner’s Policy and Memorandum

is attached as Exhibit “4.”

210. Montrie’s conduct was such that he could not be insured under the

standard liability insurance purchased by Local 12 for all of its employees. Instead,

Montrie was separately insured through a high-risk individual policy. This policy

was extraordinarily expensive. Patty Waggoner’s friend AJ Longo provided that

policy. This policy was initially purchased before Montrie was sentenced. After

his release from prison, when Montrie was re-employed by Local 12, a similarly



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expensive policy was purchased for him using Local 12 funds. It is a breach of

fiduciary duty and an actual harm to members of Local 12, including Plaintiffs, to

expend Local 12 assets for the unlawful employment of Montrie, in violation of

Section 504 of the LMRDA.

I. Miscellaneous Breaches of Fiduciary Duties

211. Employees of various Funds associated with Local 12 were instructed

by Bert Tolbert to fabricate receipts for goods and services not received when they

traveled for business purposes but did not exhaust the expense monies provided in

advance of their travels. The purpose of this instruction was two-fold. First, the

administration of the funds was so deficient that the procedures were not in place to

receive back unused funds. The instruction eliminated the need to correct those

deficiencies. Second, when Fund employees complied with this instruction, it was

believed by Defendants William Waggoner, Mickey Adams, Ron Sikorski, Larry

Davison and Dan Hawn that engaging in this improper activity, though at the

direction of superiors, would prevent employees from discussing the many

improprieties they observed. In other words, these Defendant officers viewed these

excess funds as “hush” monies to buy the silence of potential whistle-blowers.

212. Mr. Watson and trainers employed by OETT often performed political

activity while being paid out of OETT assets. Mr. Watson and other trainers

frequently were directed by Mr. Tolbert to work on Saturdays canvassing for

political candidates and causes favored by Waggoner and other IOUE officers. Mr.

Watson and other trainers were paid overtime wages for working on such Saturdays

from OETT assets. The work, however, was political activity, not for the benefit of

the OETT. The political expenditures were never reported as such. Thus Tolbert

and Waggoner caused the diversion of OETT assets and engaged in illegal

campaign activity.



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213. At all times alleged herein, the Trustees and Officers named as

Defendants, where not actively participating in the fraudulent schemes and

embezzlements, acquiesced to all of the misconduct related to their positions, were

aware of it, and did nothing to stop it.

J. Waggoner Used Pension Benefits That Should Have Been

Universally Available to All Employees of Local 12 or Its Related

Trusts as a Selective Reward Tool

214. A participant in the IUOE General Pension Plan is any full-time

employee of an IUOE Local or of a Related Organization that is a Participating

Employer in the Plan. The General Pension Plan must either be made universally

available to all employees within a Local or Related Organization or none of them.

215. Local 12 is an IUOE Local. Contract Compliance, an agency within

Local 12 that audits employer compliance with CBAs, is a Related Organization for

purposes of General Pension Plan participation. OEFI, which manages all of Local

12’s funds, is a Related Organization for purposes of General Pension Plan

participation. This action does not include the Southern California Training Trust

with respect to allegations of violations of the Pension Plan’s all-or-none rule,

which is currently the subject of litigation in Washington, D.C.

216. Pursuant to the General Pension Plan’s all-or-none rule, all employees

of Local 12 or its Related Organizations must be participants in the General

Pension Plan or none may participate.

217. Waggoner repeatedly violated this rule by selectively authorizing

participation in the General Pension Plan. For example, Waggoner initially offered

participation in the General Pension Plan to pilot Bruce Timpe, but not Robert

Squillace, another pilot. After the filing of this action, Robert Squillace was

included in the General Pension Plan. And co-pilots were never offered the

opportunity to participate in the General Pension Plan.



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218. David Lanham, in Contract Compliance, is included in the General

Pension Plan, while other employees in Contract Compliance are excluded. When

William Waggoner allowed David Lanham, and no other employee of Contract

Compliance, to participate in the General Pension Plan, William Waggoner

embezzled assets of Local 12 and violated his fiduciary duties as an officer. The

other Officers of Local 12 similarly breached their fiduciary duties by permitting

William Waggoner to misuse Local 12 assets in this manner.

K. All Employees of Local 12, Other Than Some Clerical Workers,

Must Pay Union Dues Despite no Coverage Under Any Collective

Bargaining Agreement

219. Roughly 200 employees at Local 12 are not covered by any collective

bargaining agreement. Nevertheless, they are required to pay $320 per year in dues

to Local 12, and $48 per week in supplemental dues (which is $2,496 annually).

These employees have never been covered by a collective bargaining agreement.

As alleged above, these employees are subject to the whims of Local 12

management when, for example, only some are provided the opportunity to

participate in the General Pension Plan. For their $2,816 per year, these employees

have no guarantee that they will receive the sorts of benefits that Local 12’s regular

members receive under their collective bargaining agreements. Since they were not

covered, their dues should be reimbursed as unlawfully converted under false

pretenses.

220. Plaintiff Mario Salas was charged a fee to work for Local 12, in

violation of California’s Labor Code provisions that prohibit the imposition of a

charge to work. The injury to this sub-class is more than $2,500,000 for the four

years prior to the filing of this action through to the present. Plaintiff Mario Salas,

and similarly situated employees, were also denied the protections of a grievance

process that should have been their right by virtue of their dues payments.



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L. Waggoner and His Team Issued Instructions to Shred or Hide

Documents That Could Be Used to Corroborate Allegations in

This Lawsuit

221. Since the filing of this lawsuit, Waggoner and his leadership team have

directed the destruction of evidence in the form of records that would tend to prove

the allegations of this action. For example, records that would show asset

embezzlements and transfers between the Southern California Training Trust and

the Southern Nevada Training Trust were collected for shredding. Once

Defendants were warned that their spoliation of evidence plans were known, they

changed tactics, instead collecting and hiding documents outside of their ordinary

places of filing.

M. After Destroying or Hiding Documents, Defendants Are Now

Moving Equipment Back to the Southern California Training

Sites, Including Devore, Whittier, and San Diego, to Hide Unlawful

Asset Transfers from the Southern California Training Trust tothe Southern Nevada Training Trust

222. After this lawsuit was filed, and as described above, a comprehensive

effort was undertaken to eliminate (or, as was frequently said at the Southern

California Training Trust, “un-marry”) the connections between the Southern

California Training Trust and the Southern Nevada Training Trust. This plan

included an initial document shredding campaign. When Plaintiffs’ counsel

warned certain Defendants through counsel of the consequences of evidence

spoliation, the shredding campaign morphed into a plan of document concealment

wherein documents were collected, boxed and secreted from the training site

offices. Then, some of the equipment wrongfully transferred to Nevada was

brought back to California, at great expense.



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223. Two Teamster drivers, James Capen and John Bader, are completing

the transfers from the State of Nevada to the Southern California training sites.

Many of these pieces of equipment exceed 8 feet in width and qualify as wide or

oversize loads, requiring the use of a pilot car and permits from the Nevada

Department of Transportation to complete. Pursuant to DOT regulations, the

drivers must stay overnight to comply with hours of service regulations. These

transfers, intended solely to conceal asset misuse and fraud between Trusts, are

expensive. The costs of these expensive transfers are falling upon the Southern

California Training Trust, from which the equipment was originally pirated and

deleted from its inventory.

N. Local 12 Habitually Purchases Its Vehicle Fleet From Ford and

Services Its Own Vehicles, but Its LM-2 Filings Since at Least 2006

Show Inexplicably Variable Expenditures Classified As “Auto

Leasing and Maintenance.”

224. Local 12 habitually purchases its vehicle fleet from Ford and services

its own vehicles, but its LM-2 filings since at least 2006 show inexplicably variable

expenditures classified as “auto leasing and maintenance.” On past LM-2 filings,

Waggoner reported payments to Wright Express Fleet Services, Inc. and Fleet

Services, Inc. In 2011, these expenditures totaled $281,153.00. However, the

monthly payments vary as much as fifty percent ($13,708 as a low and $20,514 as a

high). If these charges were lease payments, they would be stable. If they are

automobile fuel charges, they are unusually erratic. These charges are actually jet

fuel, which Waggoner was hiding to conceal the cost to Local 12 of owning and

operating the Cessna jet. On the most recent LM-2, Waggoner finally reported the

true nature of the expenses, fuel, that were previously camouflaged as vehicle lease

expenses. In the 2012 LM-2, payments to Wright Express Financial Services, Inc.



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are classified as “Transportation Equipment Fuel.” The company is classified as a

“Gas and Oil Company.”

O. Additional False Representations in Mandatory Union Reports

225. In the most recent LM-2 Filing by Local 12, William Waggoner falsely

claims that Local 12 was named as a defendant in this lawsuit.

226. As alleged above, Defendants’ conduct was criminal, oppressive,

malicious, willful and intended to harm and did harm Plaintiffs and the Class,

warranting imposition of exemplary damages in all instances where such damages

are recoverable under law.

V. CLASS ACTION ALLEGATIONS

227. Plaintiffs bring this action individually, as well as on behalf of each

and all other persons similarly situated in a concerted effort to improve wages and

working conditions for other, similarly situated employees, and thus, seek class

certification under Fed. R. Civ. Proc. 23.

228. The proposed Class consists of and is defined as:

All individuals who are or have been members of the IUOE Local 12at any time within the five years prior to the filing of this action.Excluded from this Class are all Defendants in this action, and all of their current and former officers, directors, management employees,successors, and wholly or partly owned subsidiaries or affiliated companies; all OEFI employees who were terminated for cause byMichael Graydon; Class Counsel and their employees and members;all persons within the third degree of relationship to any of theexcluded individuals and any judge who hears or decides any matter in

this litigation.

229. The “agency fee” sub-class is defined as follows:

All members of the Class who are “agency fee” members of Local 12,including all public entity employees who are members of Local 12 for

purposes of collective bargaining representation.

230. The proposed Local 12 Fund Beneficiary Class consists of and is



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defined as:

All individuals who are or have been beneficiaries of any of the TrustFunds associated with IUOE Local 12 at any time within the five years prior to the filing of this action. Excluded from the Local 12 Fund Beneficiary Class are all Defendants in this action, all of theDefendants’ family members, and all of their current and former officers, directors, management employees, successors, and wholly or

partly owned subsidiaries or affiliated companies; all OEFI employeeswho were terminated for cause by Michael Graydon; Class Counseland their employees and members; all persons within the third degreeof relationship to any of the excluded individuals and any judge whohears or decides any matter in this litigation.

231. The proposed Local 12 Employee Class consists of and is defined as:

All individuals who are or have been employees of the IUOE Local 12or its affiliated entities, including OEFI and the Trusts, at any time

within the five years prior to the filing of this action. Excluded fromthe Local 12 Employee Class are all Defendants in this action, and allof their current and former officers, directors, management employees,successors, and wholly or partly owned subsidiaries or affiliated companies; all OEFI employees who were terminated for cause byMichael Graydon; Class Counsel and their employees and members;all persons within the third degree of relationship to any of theexcluded individuals and any judge who hears or decides any matter inthis litigation.

232. Plaintiffs reserve the right to establish sub-classes, or modify any Class

or sub-Class definition, as appropriate.

233. At all material times, Plaintiffs were or are members of the Class.

234. There is a well-defined community of interest in the litigation and the

class is readily ascertainable:

(a) Numerosity: The members of the class (and each subclass, if

any) are so numerous that joinder of all members would be

unfeasible and impractical. The membership of the entire class

is unknown to Plaintiffs at this time, however, the class is

estimated to be greater than 10,000 individuals and the identity

of such membership is readily ascertainable by inspection of

Defendants’ records.

(b) Typicality: Plaintiffs are qualified to, and will, fairly and



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adequately protect the interests of each class member with

whom there is a shared, well-defined community of interest.

Plaintiffs’ claims are typical of other Class members’ claims.

For example, Plaintiffs were members of Local 12 within the

class period, like all other Class members, and Plaintiffs were

injured as all other Class members were.

(c) Adequacy: Plaintiffs are qualified to, and will, fairly and

adequately protect the interests of each class member with

whom there is a shared, well-defined community of interest and

typicality of claims, as demonstrated herein. Plaintiffs

acknowledge that Plaintiffs have an obligation to make known to

the Court any relationship, conflicts or differences with any

class member. Plaintiffs’ attorneys, the proposed class counsel,

are versed in the rules governing class action discovery,

certification, and settlement and experienced in class action

litigation.

(d) Superiority: A Class Action is superior to other available

methods for the fair and efficient adjudication of the

controversy, including consideration of:

1) The interests of the members of the class in individually

controlling the prosecution or defense of separate actions;

2) The extent and nature of any litigation concerning the

controversy already commenced by or against members of

the class;

3) The desirability or undesirability of concentrating the

litigation of the claims in the particular forum; and

4) The difficulties likely to be encountered in the

management of a class action.



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(e) Public Policy Considerations: Labor organizations are intended

to protect employees from the potential for employer abuse of

power, but when the parent union conspires with employers, a

local union is powerless to protect itself from abuses origination

from multiple directions. Current union members are often

afraid to assert their rights out of fear of direct or indirect

retaliation. Former union members know the reputation of large

labor organizations as violent and dangerous when challenged.

Class actions provide the class members who are not named in

the complaint with a type of anonymity that allows for the

vindication of their rights at the same time as their privacy and

safety is protected.

235. There are common questions of law and fact as to the class (and each

subclass, if any) that predominate over questions affecting only individual

members, including but not limited to:

(a) Whether Defendants engaged in racketeering;

(b) Whether Defendants violated the LMRDA;

(c) Whether Defendants unlawfully conspired to engage in

racketeering;

(d) Whether Defendants breached fiduciary obligations to the Class;

and,

(e) The appropriate amount of damages, restitution, or monetary

penalties resulting from Defendants’ violations of law.

236. This Court should permit this action to be maintained as a class action

pursuant to Fed. R. Civ. P. 23 because:

(a) The questions of law and fact common to the class predominate

over any question affecting only individual members;

(b) A class action is superior to any other available method for the



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fair and efficient adjudication of the claims of the members of

the class;

(c) The members of the class are so numerous that it is impractical

to bring all members of the class before the Court;

(d) Plaintiff, and the other members of the class, will not be able to

obtain effective and economic legal redress unless the action is

maintained as a class action;

(e) There is a community of interest in obtaining appropriate legal

and equitable relief for the statutory violations, and in obtaining

adequate compensation for the damages and injuries for which

Defendants are responsible in an amount sufficient to adequately

compensate the members of the class for the injuries sustained;

(f) Without class certification, the prosecution of separate actions

by individual members of the class would create a risk of:

1) Inconsistent or varying adjudications with respect to

individual members of the class which would establish

incompatible standards of conduct for Defendants; and/or

2) Adjudications with respect to the individual members

which would, as a practical matter, be dispositive of the

interests of other members not parties to the adjudications,

or would substantially impair or impede their ability to

protect their interests, including but not limited to the

potential for exhausting the funds available from those

parties who are, or may be, responsible Defendants; and,

(g) Defendants have acted or refused to act on grounds generally

applicable to the class, thereby making final injunctive relief

appropriate with respect to the class as a whole.

237. Plaintiffs contemplate the eventual issuance of notice to the proposed



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members of the class that would set forth the subject and nature of the instant

action. The Defendants’ own business records, and/or those of Local 12, may be

utilized for assistance in the preparation and issuance of the contemplated notices.

To the extent that any further notices may be required, Plaintiffs would contemplate

the use of additional mailings.

VI. CLAIMS FOR RELIEF

FIRST CLAIM FOR RELIEF

(Violation of 18 U.S.C. § 1962(c) of the Racketeer Influenced and Corrupt

Organizations Act [18 U.S.C. §§ 1961-68])

By Plaintiffs against All Defendants William Waggoner, Patty Waggoner, Ron

Sikorski, Mickey Adams, Dan Hawn, Larry Davidson and Bert Tolbert and

Does 1-10

238. Plaintiffs re-allege, and incorporate by reference, each and every

paragraph herein.

239. Defendants are each a “person” as that term is defined by 18 U.S.C.

section 1961(3).

240. Local 12 constitutes an enterprise as that term is defined by 18 U.S.C.

§ 1961(4). Each separate trust fund operated by OETT also constitutes an

enterprise as that term is defined by 18 U.S.C. § 1961(4).

241. Local 12 and its associated funds, collectively, constitutes an


242. The enterprises alleged hereinabove are collectively referred to as the

“LOCAL 12 ENTERPRISES”.

243. The LOCAL 12 ENTERPRISES are engaged in, and their activities

affect, interstate and foreign commerce.

244. The Defendants are, and at all relevant times were, associated with the

LOCAL 12 ENTERPRISES.



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245. As described herein, the Defendants, beginning at least as early as

2000, and continuing to the present, knowingly and willfully set into motion an

over-arching scheme to defraud the LOCAL 12 ENTERPRISE out of revenues,

cost savings, and membership. The primary goal in all instances was the unlawful

enrichment of Defendants through activities of the LOCAL 12 ENTERPRISES.

Numerous kickback schemes enabled employers to avoid contractual obligations

while providing benefits to Defendants in return. Assets in trust funds were co-

mingled and diverted to personal uses. To accomplish the over-arching goal of

fraudulent and unlawful enrichment, the DEFENDANTS engaged in and/or

authorized a variety of unlawful activities, including the use of threats of economic

harm and violence to maintain control of Local 12 and prevent discovery of the

many asset diversion and kickback schemes enriching the leadership of the IUOE.

246. Assets intended to benefit Plaintiffs and Class members when

deposited into trust account, including the Health & Welfare Fund and others,

represent tangible assets subject to conversion in violation of the Hobbs Act.

247. Plaintiff and Class members were and are aware of ties between the

leadership of IUOE and organized crime syndicates in New York and New Jersey.

As a result of that awareness, threats of economic and physical harm directed at the

Plaintiffs and other Class members were viewed as highly credible and elicited

substantial fear and concern amongst Plaintiffs and other Class members. In fact,

members of Local 12 were physically beaten for speaking up against leadership of

Local 12.

248. Beginning at least as early as 2000 and continuing to the present, the

DEFENDANTS, in furtherance of and for the purpose of executing the schemes

and artifices to defraud and divert Local 12 resources described herein, on

numerous occasions engaged in the extortion of rights guaranteed to Plaintiffs and

other Class members under the LMRDA and other laws. Each such extortionate

activity in connection with the described schemes and artifices to defraud and



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divert Local 12 resources constitutes a distinct violation of the Hobbs Act, 18

U.S.C. § 1951, and further constitutes racketeering activity as that term is defined

in 18 U.S.C. § 1961(1)(b). The unlawful extortion of property and rights secured

under the LMRDA and other laws include, but is not limited to, the following acts

whereby the Defendants:

(a) Actively prevented members from speaking out at meetings

against leadership;

(b) Obtained assets belonging rightfully to Plaintiffs and other Class

members by utilizing threats of economic and physical harm to

control Local 12’s ability to investigate asset diversions.

249. Beginning at least as early as 2000 and continuing to the present,

Defendants, in furtherance of and for the purpose of executing the schemes and

artifices to defraud described herein, on numerous occasions used and caused to be

used the United States Mails and other commercial interstate carriers by both

placing and causing to be placed letters and other mailable matter in the authorized

depositories of such carriers and receiving and causing to be received letters and

other matter from such carriers. Each such use of the United States mails and other

carriers in connection with the described schemes and artifices to defraud

constitutes a separate and distinct violation of 18 U.S.C. § 1341, relating to mail

fraud, and further constitutes racketeering activity as that term is defined in 18

U.S.C. § 1961(1)(b). The unlawful use of the mails includes, but is not limited to,

the following:

(a) Fraudulent mailing from Local 12’s leadership (in the form of

newsletters sent to members) indicating that Local 12’s funds

were in sound financial condition.

(b) Fraudulent mailings concerning illegal transfers of assets

between funds, including transfers of heavy equipment deleted

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250. By issuing threats of physical assault, as described above, Defendants

engaged in racketeering activity as defined by 18 U.S.C. § 1961(1)(A).



artifices to defraud described herein, on numerous occasions used and caused to be

used wire communications in interstate and foreign commerce by both making and

causing to be made wire communications. Each such use of a wire communication

in connection with the described schemes and artifices to defraud constitutes a

separate and distinct violation of 18 U.S.C. § 1343, relating to wire fraud, and

further constitutes racketeering activity as that term is defined in 18 U.S.C. §

1961(1)(B). The unlawful use of wire communications includes, but is not limited

to, the following:

(a) False online information regarding the integrity of funds

associated with Local 12;

(b) Acceptance via wire, on occasions too numerous to identify

herein, and at times known exclusively by Defendants, of

fraudulently obtained kickback payments from employers.


Defendants named in this Claim for Relief, in furtherance of and for the purpose of

executing the schemes and artifices to defraud described herein, on numerous

occasions knowingly engaged in and caused to occur monetary transactions in

criminally derived property with value in excess of $10,000. The transactions were

accomplished by depositing, withdrawing or transferring funds by, through, or to a

financial institution, as such an institution is defined by 18 U.S.C. § 1956. Funds

used in such transactions were derived from offenses listed in 18 U.S.C. § 1961(1),

including, but not limited to, funds derived from mail fraud, in violation 18 U.S.C.

§ 1341, and wire fraud, in violation of 18 U.S.C. § 1343. Each such monetary

transaction in connection with the described schemes and artifices to defraud



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constitutes a separate and distinct violation of 18 U.S.C. § 1957, relating to

unlawful monetary transactions and money laundering, and further constitutes

racketeering activity as that term is defined in 18 U.S.C. § 1961(1)(b). The

unlawful monetary transactions include, but are not limited to, the following:

(a) Acceptance of payments by Waggoner and his co-conspirators

from employers, at times known exclusively to Defendants;

(b) Acceptance of payments by Waggoner for the sale of real estate

belonging to Local, at times known exclusively to Defendants;

(c) Deposits by Waggoner at Amalgamated Bank that were diverted

from Local 12 fund assets and used to prop up Amalgamated

Bank while under investigation by the FDIC.

253. Beginning as least as early as 2000, and continuing to the present, the


artifices to defraud described herein, on numerous occasions knowingly traveled in

interstate commerce and used facilities of interstate commerce (including, but not

limited to, the mails) with the intent to promote, manage, establish, carry on, or

facilitate the promotion, management, establishment or carrying on of unlawful

activities (including violations of 18 U.S.C. § 1957), and thereafter performed or

attempted to perform such violations. Each such interaction with facilities of

interstate commerce in connection with the described schemes and artifices to

defraud constitutes a separate and distinct violation of 18 U.S.C. section 1952 (the

“Travel Act”), relating to travel in interstate commerce with intent to facilitate

certain unlawful activities, and further constitutes racketeering activity as that term

is defined in 18 U.S.C. § 1961(1)(B).



artifices to defraud described herein, on numerous occasions knowingly engaged in



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and caused to occur the embezzlement of assets from union welfare and benefit

funds, in repeated violation of 18 U.S.C. § 664.

255. Defendants’ repeated violations of 18 U.S.C. §§ 664, 1341, 1343,

1951, 1952 and 1957 extended over a period of years and involved distinct and

independent criminal acts. Those criminal acts were neither isolated nor sporadic

events, but involved the regular and repeated violation as a way of doing business

and to accomplish Defendants’ desired ends in the course of the continuing

business of the LOCAL 12 ENTERPRISE. These predicate acts were related to

each other by virtue of (a) common participants, (b) similarly situated victims, (c)

common methods of commission through the habitual dissemination of fraudulent

and misleading information, and (d) the common purpose and common result

defrauding and looting the LOCAL 12 ENTERPRISE, all while enriching the

DEFENDANTS. As such, this conduct constitutes a pattern of racketeering

activity within the meaning of 18 U.S.C. § 1961(5).

256. The fraudulent, unlawful and improper activities of the Defendants

threatens to continue. Based upon the past pattern of activity, other Local Unions

either have or will likely be defrauded by the Defendants. Based upon the past

pattern of activity, the Defendants will likely continue to defraud Local Unions like

Local 12. Furthermore, the Defendants are able, based upon their managerial and

controlling positions, to replace management in Local Unions, which could

thereafter be defrauded and looted without consequence in a manner similar to the

schemes and artifices outlined herein.

257. The Defendants all violated or aided violation of 18 U.S.C. § 1962(c)

by directly or indirectly conducting or participating in the conduct of the affairs of

the LOCAL 12 ENTERPRISE through a pattern of racketeering activity.

258. The Defendants’ violation of 18 U.S.C. § 1962(c) caused the Plaintiffs

and the Class to suffer direct injury in amounts as may be shown according to proof

at time of trial.



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SECOND CLAIM FOR RELIEF

(Violation of 18 U.S.C. § 1962(d) of the Racketeer Influenced and Corrupt

Organizations Act [18 U.S.C. §§ 1961-68])

By Plaintiffs against All Defendants William Waggoner, Patty Waggoner, Ron

Sikorski, Mickey Adams, Dan Hawn, Larry Davidson and Bert Tolbert and

Does 1-10


paragraph herein.

260. Defendants are each a “person” as that term is defined by 18 U.S.C.

section 1961(3).

261. Local 12 constitutes an enterprise as that term is defined by 18 U.S.C.

§ 1961(4). Each separate trust fund operated by OETT also constitutes an


262. Local 12 and its associated funds, collectively, constitutes an


263. The enterprises alleged hereinabove are collectively referred to as the“LOCAL 12 ENTERPRISES”.

264. The LOCAL 12 ENTERPRISES are engaged in, and their activities

affect, interstate and foreign commerce.

265. From at least 1994 and continuing through to the present, Defendants

William Waggoner, Patty Waggoner, Ron Sikorski, Mickey Adams, Dan Hawn,

Larry Davidson and Bert Tolbert, being persons employed by or associated with the

LOCAL 12 ENTERPRISES at all relevant times herein, unlawfully and willfully

combined, conspired, confederated and agreed each with the other to violate 18

U.S.C. § 1962(c), that is, to conduct and participate, directly and indirectly, in the

conduct of the affairs of the LOCAL 12 ENTERPRISES through a pattern of

racketeering activity, all in violation of 18 U.S.C. § 1962(d). The times and



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locations and forms of such agreements constitute information uniquely within the

control of the Defendants.

266. As part of this conspiracy, Defendants William Waggoner, Patty

Waggoner, Ron Sikorski, Mickey Adams, Dan Hawn, Larry Davidson and Bert

Tolbert each personally plotted, conspired and agreed to commit two or more

fraudulent and illegal racketeering acts and thereby conducted and agreed to

conduct the affairs of the LOCAL 12 ENTERPRISES through the pattern of

racketeering activity in violation of 18 U.S.C. § 1962(c) described generally herein

and specifically in the First Claim for Relief.

267. In furtherance of the conspiracy and to effect the objects thereof, the

Defendants committed and caused to be committed a series of overt acts, including,

but not limited to, the following, although not all acts below were committed by

each and every named defendant:

(a) Obtained assets belonging rightfully to Plaintiffs and other Class

members by utilizing threats of economic and physical harm to

control Local 12’s ability to investigate asset diversions;

(b) Actively prevented members from speaking out at meetings

against leadership;

(c) Fraudulent mailing from Local 12’s leadership (in the form of

newsletters to members) indicating that Local 12’s funds were in

sound financial condition.

(d) Fraudulent mailings concerning illegal transfers of assets

between funds, including transfers of heavy equipment deleted

from fund inventories.

(e) Fraudulent mailings concerning the source of “in-kind” political

contributions.

(f) False online information regarding the integrity of funds

associated with Local 12;



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(g) Acceptance via wire, on occasions too numerous to identify

herein, and at times known exclusively by Defendants, of

fraudulently obtained kickback payments from employers.

(h) Acceptance of payments by Waggoner and his co-conspirators

from employers, at times known exclusively to Defendants;

(i) Acceptance of payments by Waggoner for the sale of real estate

belonging to Local, at times known exclusively to Defendants;

(j) Deposits by Waggoner at Amalgamated Bank that were diverted

from Local 12 fund assets and used to prop up Amalgamated

Bank while under investigation by the FDIC.

(k) Upon information and belief, similar violations constituting

predicate acts were perpetrated upon other local union chapters

around the country.

(l) Embezzlement of assets from union welfare and benefit trust

funds.

268. The Defendants’ violation of 18 U.S.C. § 1962(d) caused the Plaintiffs

and the Class to suffer direct injury in amounts as may be shown according to proof

at time of trial.

THIRD CLAIM FOR RELIEF

(Violations of Labor Management Reporting and Disclosure Act, 29 U.S.C. §§

411, 431 and 501)

By Plaintiffs against Specific Defendants and Does 1-10


paragraph herein.

270. Jurisdiction is conferred on this Court pursuant to 29 U.S.C. § 412.

271. This Claim for Relief is asserted against the Defendants named below.



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272. Violations of the Labor Management Reporting and Disclosure Act

(“LMRDA”), Title I (Bill of Rights), occurred within the Central District of

California where Local 12 is headquartered. As such, venue is proper in this

District pursuant to 29 U.S.C. § 412.

273. Violation of 29 U.S.C. § 431, regulating reports filed by a labor

organization, occurred in the Central District of California, where Local 12 is

headquartered and prepared inaccurate and false filings, including false and

inaccurate LM-2 forms. The policy of this section is to provide union members

with access to the tools necessary to monitor the conduct of their union leadership.

274. Plaintiffs are members of the IUOE, in the Local 12 Chapter of that

labor union.

275. Defendant IUOE is a labor organization as defined in 29 U.S.C. §

402(i). Defendants William Waggoner, Ron Sikorski, Mickey Adams, Dan Hawn,

and Larry Davidson, are officers of a labor organization and have reporting duties

imposed pursuant to 29 U.S.C. § 431.

276. Section 411 of the LMRDA, 29 U.S.C. § 411, provides in part:

(a)(1) Equal rightsEvery member of a labor organization shall have equal rights and

privileges within such organization to nominate candidates, to vote inelections or referendums of the labor organization, to attend membership meetings, and to participate in the deliberations and voting upon the business of such meetings, subject to reasonable rulesand regulations in such organization's constitution and bylaws.

(2) Freedom of speech and assembly

Every member of any labor organization shall have the right to meetand assemble freely with other members; and to express any views,

arguments, or opinions; and to express at meetings of the labor organization his views, upon candidates in an election of the labor organization or upon any business properly before the meeting, subjectto the organization's established and reasonable rules pertaining to theconduct of meetings: Provided, That nothing herein shall be construed to impair the right of a labor organization to adopt and enforcereasonable rules as to the responsibility of every member toward theorganization as an institution and to his refraining from conduct thatwould interfere with its performance of its legal or contractualobligations.



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29 U.S.C. § 411(a)(1) and (2). Defendants, through their schemes to usurp and

maintain control of Local 12 described above, deprived Plaintiffs of their right to

honest, open, fair and free elections to determine the leadership of Local 12.

277. Section 431 of the LMRDA, 29 U.S.C. § 431, provides, in part:

(b)

Annual financial report; filing; contents

Every labor organization shall file annually with the Secretary afinancial report signed by its president and treasurer or corresponding

principal officers containing the following information in such detailas may be necessary accurately to disclose its financial condition and operations for its preceding fiscal year—

(1) assets and liabilities at the beginning and end of the fiscal year;

(2) receipts of any kind and the sources thereof;

(3) salary, allowances, and other direct or indirect disbursements(including reimbursed expenses) to each officer and also to eachemployee who, during such fiscal year, received more than $10,000 inthe aggregate from such labor organization and any other labor organization affiliated with it or with which it is affiliated, or which isaffiliated with the same national or international labor organization;

(4) direct and indirect loans made to any officer, employee, or member, which aggregated more than $250 during the fiscal year,together with a statement of the purpose, security, if any, and

arrangements for repayment;(5) direct and indirect loans to any business enterprise, together with a

statement of the purpose, security, if any, and arrangements for repayment; and

(6) other disbursements made by it including the purposes thereof;

all in such categories as the Secretary may prescribe.

(c)

Availability of information to members; examination of books,

records, and accounts

Every labor organization required to submit a report under thissubchapter shall make available the information required to becontained in such report to all of its members, and every such labor organization and its officers shall be under a duty enforceable at thesuit of any member of such organization in any State court of competent jurisdiction or in the district court of the United States for the district in which such labor organization maintains its principaloffice, to permit such member for just cause to examine any books,



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records, and accounts necessary to verify such report. The court insuch action may, in its discretion, in addition to any judgment awarded to the plaintiff or plaintiffs, allow a reasonable attorney’s fee to be

paid by the defendant, and costs of the action.

278. Defendants named herein caused the filing of false documents with the

DOL, in violation of the LMRDA, Title II.

279. Defendants named herein engaged in prohibited, self-dealing

transactions, as alleged above, in violation of the LMRDA, Title V.

280. By virtue of the total control and domination of Local 12 by the

Defendants identified in this Claim for Relief, any attempt to correct these

violations through administrative process was futile. Plaintiffs and union members,

at all relevant time, had a statutory right to access and examine all documents

relevant to their right to review and audit the truth of filings made pursuant to the

LMRDA. Defendants deprived them of that right and continue to attempt to do so,

including by destroying or sequestering documents that would reveal the falsity of

Defendants’ DOL filings.

281. The violations of the LMRDA by the identified Defendants in this

claim for relief are current and ongoing in nature.

282. Plaintiffs are suing under Titles 1, 2 and 5 of the LMRDA, which

provide for private rights of action.

283. Because Defendants concealed the falsity of the LM-2 and 5500 filings

with fraudulent information, Plaintiffs and the Class were not on reasonable notice

of the true magnitude of these falsified reports until 2012. As such, any statute of

limitation was tolled due to fraudulent concealment.

284. Plaintiffs seek equitable orders requiring the correction of past filing

with the DOL and prohibiting further false filing with the DOL. Plaintiffs also

request attorneys’ fees for the violations of their LMRDA rights.



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FOURTH CLAIM FOR RELIEF

BREACHES OF FIDUCIARY DUTIES ARISING UNDER ERISA

By Plaintiffs Against Specific Defendants and Does 1-10


paragraph herein.

286. ERISA § 502(a)(2), 29 U.S.C.A. § 1132(a)(2), authorizes a plan

participant or beneficiary to bring a civil action for appropriate relief under ERISA

§ 409, 29 U.S.C.A. § 1109. Section 409 requires “any person who is a fiduciary …

who breaches any of the … duties imposed upon fiduciaries … to make good to

such plan any losses to the plan …” Section 409 also authorizes “such other

equitable or remedial relief as the court may deem appropriate …”

287. Plaintiffs and Class Members are or were at relevant times participants

and/or beneficiaries in the ERISA-governed plans alleged herein and associated

with Local 12, including, but not limited to, the Local 12 Pension Fund, the Health

& Welfare Fund, and the Operating Engineers Training Trusts, among others.

288. Defendants identified hereinabove as Administrators and/or Trustees

and/or IUOE Executives and/or Local Executives have assumed fiduciary

obligations to Plaintiffs and Class Members. They are the defendants sued herein.

289. Among other things, the Trustees for Local 12 Pension Fund, the

Health & Welfare Fund, and the Operating Engineers Training Trusts allowed or

permitted OEFI to bill the trusts for thousands of dollars a year in bogus employee

wages and other expenses, which were not for the benefit of the trusts but for the

benefit of Waggoner’s friends and family.

290. Among other things, Trustees for the Local 12 Pension Fund and

Health & Welfare Fund chose investment management companies that employed

Waggoner’s son, Kenneth Waggoner, for the benefit of Waggoner’s son, not for the

benefit of the Trusts.



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291. Among other things, the Trustees of the OETT and the OETT

Administrator Burt Talbert breached their fiduciary duties to the OETT and caused

the OETT to engage in numerous prohibited transactions, including the following:

(a) Paying Mr. Watson and other instructors employed by OETT

from OETT assets $550 month for expenses without ever

determining whether such monies were expended for the benefit

of the OETT;

(b) Knowingly or negligently permitting a portion of the $550 a

month paid to Mr. Watson and others to be kicked back to

Waggoner for the BA Fund;

(c) Paying Mr. Watson and other instructors employed by OETT

overtime wages on Saturdays from OETT assets when such

work was political activity and not for the benefit of OETT;

(d) Allowing or permitting OETT equipment, materials, and

personnel to be used for the personal benefit of union officers

without reimbursement to OETT, including refurbishing

automobiles and vehicles for the benefit of such union officers;

(e) Allowing or permitting scrap metal owned by OETT to be sold

for the benefit of Tolbert who converted thousands of dollars a

year of OETT assets to his personal use through keeping

proceeds from the sale of OETT-owned scrap metal.

292. Defendants engaged in multiple breaches of fiduciary duty.

FIFTH CLAIM FOR RELIEF

COMMON LAW BREACH OF FIDUCIARY DUTY

By Plaintiffs Against Specific Defendants and Does 1-10


paragraph herein.



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294. Defendants identified hereinabove as IUOE executives and/or Local

officers or executives have assumed fiduciary obligations to Plaintiffs and Class

Members. They are the defendants sued herein.

295. The relations between Defendants herein, on the one hand, and

Plaintiffs and Class members, on the other hand, impose a duty on the Defendants

to act with the utmost good faith for the benefit of Plaintiffs and Class members,

who were entitled to believe in the integrity of Defendants, but instead were left the

victims of Defendants who chose not to serve their best interests. Unquestionably,

union members are entitled to repose confidence in their Business Manager, their

national union officers, and their local union officers.

296. Defendants have violated their common law fiduciary duties and are

liable under California law for those breaches of fiduciary duty that are unrelated to

ERISA-governed employee benefit plans. Claims against union officials for

breach of fiduciary duty under California law have been recognized by the courts.3

297. Defendants breached their fiduciary duties by the acts set forth above

that are not related to employee benefit plans, and Plaintiffs suffered damages as a

proximate result thereof. Examples of Defendants’ breaches of duty alleged above

and incorporated herein include, but are not limited to, the improper and

uncompensated use of the Local’s jet, the improper and uncompensated use of the

Local’s printing press, the forced contribution by Plaintiffs and union members to

the BA’s Fund and to EPEC, Patty Waggoner’s use of the union’s Ford Flex, and

the use by union officials of the labor of union employees for work at their homes.

None of these acts was consistent with Defendants’ fiduciary duties under

California law.

298. By embezzling or otherwise unlawfully securing Plaintiffs’ and class

members’ monies or services, and embezzling union assets, labor and/or services in

this fashion, Plaintiffs and the class were damaged. Plaintiffs should be made



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whole, and all profits earned by Defendants in breach of their common law

fiduciary duty should be disgorged. People ex rel. Harris v. Rizzo, 214

Cal.App.4th 921, 951, n. 30 (2013).

SIXTH CLAIM FOR RELIEF

VIOLATION OF CALIFORNIA LABOR CODE § 221 and 2802

By Plaintiffs Against Defendants William Waggoner, Ron Sikorski, Mickey

Adams, Dan Hawn, Larry Davidson and OEFI and Does 1-10


paragraph herein.

300. This Claim for Relief is brought by the Local 12 Employee Class.

301. At all relevant times, Plaintiff Salas and the other members of the

Local 12 Employee Class were entitled to receive their wages for work performed

and be free from collection of wages previously paid by Local 12 or affiliated

entity Defendant OEFI.

302. Defendant William Waggoner and the Defendant Officers of Local 12

require employees of Local 12 and affiliated entity Defendant OEFI to pay union

membership dues and supplemental dues to work. However, these employees, of

which Plaintiff Salas was a Class Member, did not and do not have any collective

bargaining agreement that protects them from abuse and provides a grievance

process in the event of termination. Thus, the charges to the Local 12 Employee

Class are nothing more than a subterfuge by Defendant William Waggoner and the

Defendant Officers of Local 12 to collect back from employees a portion of the

wages previously paid by Local 12 or affiliated entity Defendant OEFI, in violation

of California Labor Code § 221.

303. To the extent union membership is required for employment,

Defendant William Waggoner and the Defendant Officers of Local 12, as well as



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Defendant OEFI, failed to indemnify Plaintiff Salas and other members of the

Local 12 Employee Class for mandatory dues payments in violation of California

Labor Code § 2802.

304. As a result of conduct by Defendants William Waggoner, Ron

Sikorski, Mickey Adams, Dan Hawn, Larry Davidson and OEFI, Plaintiff Salas and

other members of the Local 12 Employee Class have suffered damages in an

amount, subject to proof, to the extent they were forced to give back wages already

paid and/or were not indemnified for employer-mandated membership charges.

305. Pursuant to Labor Code § 218.5, Plaintiff Salas and the Local 12

Employee Class are entitled to recover their wrongfully collected wages,

reasonable attorney’s fees and costs of suit, along with interest.

306. Alternatively, pursuant to Labor Code § 2802, Plaintiff Salas and the

Local 12 Employee Class are entitled to indemnification in the form of

reimbursement of dues and supplemental dues payments while employed by either

Local 12 or OEFI, reasonable attorney’s fees and costs of suit.

SEVENTH CLAIM FOR RELIEFNEGLIGENCE AND NEGLIGENT SUPERVISION

By Plaintiffs Against Certain Defendants and Does 1-10


paragraph herein, as if fully set forth herein

308. A principal who conducts an activity through an agent is subject to

liability for harm to a third party caused by the agent’s conduct if the harm was

caused by the principal's negligence in selecting, training, retaining, supervising, or

otherwise controlling the agent. (Rest.3d Agency, § 7.05, p. 177.)

309. In performing many of the acts set forth above, Defendant William

Waggoner, in his role as IUOE First Vice President and Local 12 Business

Manager, was acting as the agent of IUOE, the principal. IUOE knew that



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Waggoner was engaged in improprieties and illegal conduct, as discussed above.

IUOE had the right and duty to supervise and control Waggoner and to prevent him

from engaging in said illegal conduct, but failed to do so, in dereliction of IUOE’s

duty, as a fiduciary and otherwise, to Plaintiffs and the class members. As a direct

result of IUOE’s negligence and negligent supervision, Plaintiffs and class

members have suffered damages, as alleged above, in an amount to be proven at

trial.

310. In performing the wrongful acts set forth above, Defendant Vince

Giblin, as President of the IUOE, was acting as the agent of IUOE, the principal.

IUOE knew that Giblin was engaged in improprieties and illegal conduct, as

discussed above. IUOE had the right and duty to supervise and control Giblin and

to prevent him from engaging in said illegal conduct, but failed to do so, in

dereliction of IUOE’s duty, as a fiduciary and otherwise, to Plaintiffs and the class

members. As a direct result of IUOE’s negligence and negligent supervision,

Plaintiffs and class members have suffered damages, as alleged above, in an

amount to be proven at trial.

311. In performing the wrongful acts set forth above, Defendant Vince

Giblin, as President of the IUOE, was acting as the agent of the General Executive

Board and its member defendants, identified above. The GEB defendants knew

that Giblin was engaged in improprieties and illegal conduct, as discussed above.

The GEB defendants had the right and duty to supervise and control Giblin and to

prevent him from engaging in said illegal conduct, but failed to do so, in dereliction

of their duty, as fiduciaries and otherwise, to Plaintiffs and the class members. As

a direct result of their negligence and negligent supervision, Plaintiffs and class


trial.

312. In performing many of the acts set forth above, Defendants Mickey

Adams, Ron Sikorski, Larry Davidson and Dan Hawn were acting as the agent of



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Waggoner, the principal. Defendant Waggoner knew that they were engaged in

improprieties and illegal conduct, as discussed above. Waggoner had the right and

duty to supervise and control Adams, Sikorski, Davidson and Hawn and to prevent

them from engaging in said illegal conduct, but failed to do so, in dereliction of his

duty, as a fiduciary and otherwise, to Plaintiffs and the class members. As a direct

result of Waggoner’s negligence and negligent supervision, Plaintiffs and class


trial.

EIGHTH CLAIM FOR RELIEF

VIOLATION OF CALIFORNIA BUSINESS AND PROFESSIONS CODE §

17200, ET SEQ.

By Plaintiffs Against All Defendants


paragraph herein, as well as the allegations in Claim for Aiding and Abetting

below, as though fully set forth herein.

314. The wrongful conduct of Defendants alleged herein violates

California’s “Unfair Competition Law (the “UCL”), set forth in Cal. Bus. & Prof.

Code §§ 17200, et seq., in that it constitutes unfair, unlawful and fraudulent

business acts and practices. This claim is brought by Plaintiffs individually, as

representatives on behalf of the Class Members, and in their capacities as private

attorneys general, against all Defendants for their unlawful, unfair, and/or

fraudulent business acts and/or practices pursuant to the UCL. Plaintiffs seek to

enforce important rights affecting the public interest within the meaning of Code of

Civil Procedure § 1021.5.

315. As a result of the unfair, unlawful and fraudulent conduct alleged

herein, Plaintiffs have suffered injury and lost money and/or property. Defendants

engaged in false, unfair, and misleading business practices, and received ill-gotten



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gains therefrom, by engaging in the acts and omissions described herein.

Defendants have obtained valuable money and services from Plaintiffs and others

similarly situated, and/or have failed to pay or turn over money and property in

which Plaintiffs, class members and/or the Trusts and other entities in which

Plaintiffs and others similarly situated are participants, members and/or

beneficiaries, have a vested interest, to the detriment of Plaintiffs and class

members. Such monies and property should be awarded to Plaintiffs and class

members as restitution.

316. Defendants, and each of them, are “persons” as defined in the UCL.

“Unlawful” Conduct Under the UCL

317. Defendants’ acts and practices alleged above constitute unlawful

business acts and/or practices within the meaning of the UCL.

318. A violation of the UCL’s “unlawful” prong may be predicated on the

violation of virtually any state or federal law, rule or regulation. Defendants’

unlawful business acts and/or practices as alleged herein have violated numerous

laws and/or regulations - federal and/or state, statutory and/or common law - and

said predicate acts are therefore per se violations of the UCL. These predicate

unlawful business acts and/or practices include, but are not limited to, the

following:

(a) Violations of RICO, as alleged above;

(b) Embezzlement under the California Penal Code (see Cal. Penal

Code §§504, 506 and 508; see also § 490a, stating that

embezzlement now constitutes the crime of theft);

(c) Grand theft under the California Penal Code (Penal Code § 487),

in connection with the theft and appropriation of monies,

property and/or labor, worth in excess of $950, such as the theft

of recycled metals, and the appropriation of labor for repairs or

restoration of personal property such as boats or automobiles;



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(d) Petty theft under the California Penal Code (Penal Code § 487),

in connection with the theft of monies and property worth $950

or less;

(e) Grand theft auto, in connection with the embezzled former union

automobiles secured by certain Defendants, as alleged above, by

buying vehicles at auction, restoring them with OETT assets,

and purchasing them at below-market value (Penal Code §

487(d)(1));

(f) Receipt of stolen or extorted property, knowing that said

property was stolen or extorted (Cal. Penal Code § 496);

(g) The crime, set forth in Penal Code §496(d), of receiving,

purchasing, selling, concealing or withholding of automobiles

and construction equipment while knowing that such property

was obtained in any manner constituting extortion or theft (the

latter of which includes embezzlement; see Penal Code §

490(a)), committed here where, as alleged, construction

equipment belonging to the Southern California Training Trust

was sold, transferred, withheld and concealed, without

compensation to the Trust, and where, as alleged, Defendants

received and purchased former union automobiles at below-

market value, knowing such property was obtained in a manner

constituting theft or embezzlement;

(h) Extortion (Penal Code §§ 518, 519 et seq.);

(i) Theft by false pretenses (Cal. Penal Code § 532), in those

instances, e.g., where defendant Waggoner and/or his agents,

with intent to deceive, told employees that they were required to

contribute to the BA’s Fund, and the employees, at least in part

based on that false pretense, contributed their monies.



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(j) Violations of the federal Hobbs Act and the other federal acts

which, as alleged above, serve as predicate acts in connection

with Plaintiffs’ claims against Defendants for racketeering;

(k) Violations of the LMRDA, as alleged above;

(l) Violations of 18 U.S.C. § 664 (theft or embezzlement from

employee welfare benefit or pension benefit plan or any fund

associated therewith), as alleged above;

(m) Violations of 18 U.S.C. § 665 (theft or embezzlement from

employment and training funds that involve federal funding

assistance)

(n) Violations of 18 U.S.C. § 666 (prohibiting the theft or

embezzlement of property valued at $5,000 or more in

connection with a program receiving federal funding assistance

of at least $10,000 in one year, and prohibiting bribery, which is

defined to include including giving or offer, or agreement to

give anything of value to influence or reward an agent of an

organization or of a State or local government, or any agency

thereof, in connection with any business, transaction, or series of

transaction of such organization, government or agency

involving anything of value of $5,000 or more, where the

organization, government or agency receives federal funding

assistance of at least $10,000 in one year).

(o) Violations of the California Labor Code, as set forth above.

While not every named Defendant is alleged to have committed each and

every one of the predicate acts above, all Defendants engaged in at least one such

unlawful practice.

“Unfair” Conduct Under the UCL



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319. Defendants’ conduct, as alleged above, also is “unfair” under the UCL.

It violates established law and/or public policies which seek to ensure the

protection of union members and consumers from theft and embezzlement schemes

of the sort employed here. The conduct engaged in by Defendants was and is

directly contrary to established legislative goals and public policies of the State of

California and the United States, and was and is unfair under the UCL. In addition,

the harm to Plaintiffs, members of the general public and Class Members

outweighs the utility, if any, of Defendants’ wrongful acts and/or practices as

alleged herein. Further, the conduct at issue is and was immoral, unethical,

oppressive, unscrupulous or substantially injurious to Plaintiffs and class members

and thus unfair under the UCL. At all times relevant, the conduct at issue alleged

herein caused: 1) substantial injury to Plaintiffs, Class members and the public

(i.e., the loss of money and loss or diminution of Trust benefits and damage to the

financial condition of the Local and the Trusts), 2) had no countervailing benefit to

Class members, consumers or competition that could possibly outweigh this

substantial injury; and 3) caused injury that could not have reasonably been

avoided by Plaintiffs and others similarly situated.

“Fraudulent” Conduct Under the UCL

320. By virtue of the incorporated allegations discussed above, Defendants

also engaged in conduct that was “fraudulent” under the UCL – i.e., likely to

mislead a reasonable person. For example, the union Defendants’ demands for

political contributions, in violation of the law, were fraudulent under the UCL, in

that such demands were likely to mislead a reasonable person into believing that

mandatory contributions to Defendants’ political action funds were in fact required

conditions of their employment, and to therefore part with their money. In

addition, Defendants actively concealed and omitted to disclose, despite a duty of

disclosure imposed by virtue of, inter alia, their roles as fiduciaries, the material



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fact that certain employers were engaging in massive double-breasting, known to

Waggoner and his cronies. This material omission was likely to mislead a

reasonable person into believing that there was no need to audit and demand lost

monies due to double-breasting, and to therefore forego obtaining those monies.

In addition, William Waggoner and the defendant trustees concealed and omitted to

disclose the material fact that Waggoner was unilaterally writing off unpaid

contributions owed by employers, to the detriment of Plaintiffs and the Trusts.

This conduct was likely to mislead a reasonable person into believing that

contributions due and owing by the employer defendants were being made as

required, and, thus, that audit and collection activity did not need to be commenced.

In addition, Defendants, including but not limited to William Waggoner, concealed

and failed to disclose that they were stealing and embezzling Local 12 and Trust

fund monies, as alleged above. These omitted facts were plainly material to any

reasonable person, and the omission of these facts was likely to deceive a

reasonable person into believing that there was no need to audit and demand the

return of such monies, and, potentially, to mislead members into voting for

Waggoner and his cronies despite their illegal actions. Had Defendants not

engaged in, and failed to disclose, the acts and practices alleged herein, Plaintiffs

would have acted differently.

321. Plaintiffs, individually, and on behalf of Class members, are entitled

to, and do, seek such relief as may be necessary to disgorge money and/or property

that the Defendants have wrongfully acquired, or money and property in which

Plaintiffs and the class members have a vested ownership interest but which has

been withheld from Plaintiffs and the class members.

322. Plaintiffs, individually, and on behalf of Class members, are further

entitled to and do seek a declaration that the above described business practices are

unfair, unlawful and/or fraudulent, and injunctive relief restraining the Defendants,

and each of them, from engaging in any of the above-described unfair, unlawful



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and/or fraudulent business practices in the future.

323. Plaintiffs, individually, and on behalf of Class members have no plain,

speedy, and/or adequate remedy at law to redress the injuries which they have

suffered as a consequence of the Defendants’ unfair, unlawful and/or fraudulent

business practices. As a result of the unfair, unlawful and/or fraudulent business

practices described above, the Plaintiffs, individually, and on behalf of members of

the putative Class, have suffered and will continue to suffer irreparable harm unless

the Defendants, and each of them, are restrained from continuing to engage in the

previously alleged violations of the UCL.

324. Wherefore, Plaintiffs and Class members are entitled to equitable

relief, including restitution of all monies and property wrongfully taken from them,

and of all monies and property withheld or owed to them in which they have a

vested interest, and restitutionary disgorgement of all profits accruing to

Defendants due to their practices, to the extent such relief would be restitutionary

in nature; injunctive relief including but not limited to a permanent injunction

requiring Defendants to cease their illegal unfair practices and to comply with the

law; declaratory relief of an equitable nature, an award of attorneys’ fees pursuant

to California Code of Civil Procedure § 1021.5 and other applicable laws; and an

award of costs.

NINTH CLAIM FOR RELIEF

AIDING AND ABETTING OF CONDUCT ALLEGED IN PRIOR CLAIMS

By Plaintiffs Against All Defendants


paragraph herein.

326. All Defendants in this case aided and abetted at least some other

Defendants in some respects, in connection with the claims pled above. That is, all

Defendants actually knew that other Defendants, such as William Waggoner, were



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engaging in breaches of duty and illegal or otherwise wrongful acts, at least in

some respects, that were harmful to the union membership and fund beneficiaries.

Each Defendant also enabled and substantially assisted in the accomplishment of

one or more of the breaches of duty and wrongs committed by the primary violators

constituting the actionable wrong in each claim, and thereby substantially assisted

in the wrongs, crimes, torts, statutory violations and unfair practices alleged herein.

Examples follow.

327. The defendant members of the local executive board, like Mickey

Adams and Ron Sikorski, on numerous occasions and dates that are known to them

but that not presently known to Plaintiffs, voted in favor of William Waggoner’s

acts and practices of wrongful conduct, where votes were required to permit that

conduct, and thus substantially assisted in its accomplishment. Despite their

fiduciary duties to the union membership and to the local union intended to benefit

the members, such executive board defendants knowingly and substantially assisted

Waggoner in his wrongs, rather than voting against him or taking other steps to

stop him or even abstaining from voting in favor of his wrongful conduct. Such

conduct also constituted ratification of Waggoner’s acts.

328. The named defendant trustees, for their part, voted with William

Waggoner - on numerous dates and occasions known to them but not to Plaintiffs -

to allow and enable the misuse and diversion of trust assets and to halt OEFI audits

into delinquent contributions to the Trusts, and failed to failed to otherwise attempt

to stop his conduct, despite their fiduciary duty to do so in the interests of the fund

beneficiaries. They thereby substantially assisted in the wrongs alleged above.

Such conduct also constituted ratification of Waggoner’s acts.

329. William Waggoner, for his part, also knew of and substantially assisted

in the breaches of duty by others including his wife Patty Waggoner and his son

Kenneth Waggoner, as alleged above.



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330. In addition, William Waggoner and other Local 12 officer defendants,

such as Local president Adams, flew together for personal reasons on the local’s

jet, thereby knowingly and substantially assisting one another in embezzling from

Local 12 (and from members like Plaintiffs, who the Local’s assets are intended to

benefit). Each of the officer defendants who took such flights knew that flying on

the union jet for personal reasons, without compensation, was improper, illegal, and

in breach of their fiduciary duties, yet they went ahead. After all, flying on a

private jet where poker games can be played with one’s cronies is far more

economical and enjoyable than paying for one’s travel on a public airline.

Waggoner and his cronies treated the union jet and union resources like their

personal slush fund.

331. Further, Patty Waggoner would, as alleged, sometimes take the union

jet to go shopping in Las Vegas for personal reasons; she or William Waggoner

would ask a union officer, such as defendant Mickey Adams, to accompany her

under the pretext that the officer was going to Las Vegas to handle Southern

Nevada Local 12 business there. Officers who accepted such invitations to “ride

along” with Ms. Waggoner knowingly aided and abetted her embezzlement of

union resources and unlawful, unfair business practices. Any of these officers, who

had fiduciary duties to the Local and its members and who, as officers, undoubtedly

were vested with the authority to prevent the illegal use of the union jet, could have

– and should have - stopped non-member Patty Waggoner from taking the jet on

her personal jaunts, but instead they assisted her in doing so by riding along in an

artificial effort to make her wrongful conduct appear less improper.

332. In addition, William Waggoner knew of and substantially assisted in

the breaches of duty by others, like his loyalist trustee, Mr. Poss. Defendant Poss,

as previously alleged, failed to make required employer contributions to the funds,

which Waggoner then wrote off. In addition, Mr. Poss, with Waggoner’s

knowledge, served as Waggoner’s loyal vote on several trust boards, despite the



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knowledge of Waggoner and other trustees that Poss was mentally incompetent.

Mr. Poss – at least before he became incompetent - knowingly voted with

Waggoner to permit Waggoner’s schemes to go forward, in part because of

Waggoner’s contribution write-offs and other improper diversions of fund assets to

Poss, such as the expensive vacations that Poss and his family were annually

provided using fund assets, in violation of both Waggoner and Poss’s fiduciary

duties.

333. Because of their aiding and abetting of each others’ wrongs and illegal

conduct, which contributed to the losses suffered by Plaintiffs and the Class,

Defendants are jointly liable for all of the primary violations alleged herein that

they knowingly and substantially assisted in accomplishing. Class members have

been damaged, in the aggregate, in amounts believed to exceed many millions of

dollars, with the actual amount to be proven later. Defendants should be required

to pay back those monies, with punitive damages thereon, based on their malicious

and oppressive conduct.

PRAYER FOR RELIEFPlaintiffs, individually, and on behalf of all others similarly situated, pray for

relief and judgment against Defendants, jointly and severally, as follows:

Class Certification

1. That this action be certified as a class action;

2. That Plaintiffs be appointed as the representative of the Class; and

3. That counsel for Plaintiffs be appointed as Class Counsel.

As to the First Claim for Relief

4. For compensatory and general damages, as shown according to proof;

5. For treble damages;



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6. For exemplary damages;

7. For an accounting;

8. For temporary and permanent injunctive relief;

9. For disgorgement of monies improperly obtained;

10. For prejudgment interest according to law;

11. For attorney's fees;

12. For costs of suit; and,

13. For such other and further relief as this Court may deem proper.

As to the Second Claim for Relief


15. For treble damages;


17. For an accounting;




21. For attorney's fees;



As to the Third Claim for Relief



26. For attorney’s fees and costs pursuant to the LMRDA;




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As to the Fourth Claim for Relief


29. For declaratory relief;

30. For a declaration that the Trustees have breached their ERISA fiduciary

duties to the Funds and their participants;

31. For appropriate “make whole” equitable relief authorized pursuant to

ERISA;

32. The Trustees be found liable for the failure to exercise their fiduciary

duties;

33. For attorney’s fees and costs pursuant to ERISA;


As to the Fifth Claim for Relief


36. Disgorgement of profits;


38. For declaratory relief;

39. For appropriate “make whole” equitable relief;


As to the Sixth Claim for Relief



43. For attorney’s fees and costs pursuant to California’s Labor Code;





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As to the Seventh Claim for Relief





As to the Eighth Claim for Relief

50. That the Court declare, adjudge and decree that Defendants violated

California Business and Professions Code §§ 17200, et seq. by For restitution to

Plaintiffs and all class members and prejudgment interest from the day such

amounts were due and payable;

51. For the appointment of a receiver to receive, manage and distribute any

and all funds disgorged from Defendants and determined to have been wrongfully

acquired by Defendants as a result of violations of California Business &

Professions Code §§ 17200 et seq.;

52. For reasonable attorneys’ fees and costs of suit incurred herein pursuant to

California Code of Civil Procedure § 1021.5;

53. For injunctive relief to ensure compliance with this section, pursuant to

California Business & Professions Code § 17200, et seq.; and,

54. For such other and further relief as the Court may deem equitable and

appropriate.

As to the Ninth Claim for Relief








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Dated: July 22, 2013 Respectfully submitted,

SPIRO MOORE LLP

By:H. Scott LeviantJ. Mark Moore




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DEMAND FOR JURY TRIAL

Plaintiffs demand a trial by jury.

Dated: July 22, 2013 Respectfully submitted,

SPIRO MOORE LLP

By:H. Scott LeviantJ. Mark Moore




EXHIBIT “2”



ABOUT THE COVER

For more informationon thePorter Ranch

Project turn to our

centerspread.

Cover photo courtesy of

11siness RepresentativeEd Guthrie.

S t a t e o f th e U n io nAt the start of 20 11 , it seemed as if the strugglingrt conomy and the high unemployment numberswere going to take forever to improve. The recession

isn' t over yet, and not everybody's back to work, butit's looking a whole lot better than it was this time last

yea r.

Our stated goal at the beginning 20 11 was to get theeconomy moving again. That would make the out-ofwork list shorter.

The loss of reported hours hit every union organization even harder in early 20 l l, and we were no exception. The Officers and I had to learn how to becomefamiliar with the ins and outs of the Pension Rehabilitation Agreement and compliance with federal regulations.

I f you will reca ll, I reported at the General Membersh ip Meeting in December 2010 that our Health and

Welfare Fund was in serious financial condition. Estimates were that we had to come up with an increaseamounting to $4.60 per hour, which included $1.00 an

hour in the hourly wage rate, a S1.90 reduction in benefits and a $ 1.50 per hour increase from the employer.

Also in the early part of20J1, you read in the News-

Record how the Pension Fund fell below acceptablelevels. The Southern Californ ia Operating EngineersTraining Trust, and to a lesser degree the Las VegasTraining Trust, were running at a loss every month,and were scrambling to reduce their expenditures. The

Survey Training Trust was also experiencing financialproblems.

Even though many

unions were in worseshape than we were, thiswas a very difficult time

for all of us.

a number of positive trends. The hours reported werimproving, the backlog of claims was shrinking, theare in the process of catching up and the newer claim

were also being processed.And I received a report recently from the Interna

tional which stated that there are almost 17,000 morOperating Engineers working now than there werthree months ago. Overall employment percent fel

from 15.8 to 9.8. It may not be that low here in Cali fo r

nia and Nevada, but judging from the out-of-work lisit is definitely lower.

Another item in the good news department - ounew Dispatch Hall in San Diego is open fo r business.

Labor-Friendly Politicians

There were a few other things that were going ou

way in 20 11 . With Jerry Brown in Sacramento, we hathe ear of the Governor's office, including his Laborfriendly departmental appointments. These departments, such as the Employment Development Department, which handles unemployment insurance issuedealing with wage and hour situations, are importanwhen we encounter a major problem with respect to thmembership of Local 12.

One of Brown's key choices was Christine Bakernow head of the Department of Industrial Relation(DIR). She's agreed to merge the formerly independendivisions of the DI R, so it is going to be easier to gehelp with our problems regarding the enforcement o

the State Prevailing Law

and the registration of ouPrevailing Rates.

Another good choicwas Labor CommissioneJulie Su, who has a recorof prosecuting employerwho take advantage o

workers.

You, the membership,are the reason why thingsstarted to turn aroundmid-2011. Your vo teto allocate the negotiated increase at the JuneSemi-Annual Membership Meeting created aninfusion of funds into theHealth and Welfare Fund,

Business Jl1anager William C. Waggoner addresses

the January meeting in District 4.

Jerry Brown isa classiexample of why we neeto elect Labor-friendlpeople in governmenThe major priority in thpresidential election thi

Pension Fund, Joint Apprentice Training/JourneymanRetraining Fund and The Engineers Contract Compliance Committee Fund.

Without your suppo1t, without that membershipvote, there is no way we Officers could accomplish

what we needed to do.The Health and Welfare Trust Fund was the hardest

hit, and the one that needed the most attention. We hadalmost daily meetings with trustees and auditors in thesummer and fall of 2011 to try to address the criticallosses we were experiencing, despite record cutbacksin spending.

Then things finally started looking up. The $10 million loan by Local 12 to rescue the Health and Welfare

Fund and the subsequent $J0 million line of credit hasfinally stopped the bleeding.

At the latest Trust Fund Meeting, a report revealed

year must be to keep Barack Obama and Labor Secretary Hilda So lis in office. The working men and womeof our country must protect their rights to earn a decenwage and work in safe conditions, and they can do thaby choosing candidates who value those rights.

Labor-UNfriendly politicians

Some of the Labor-UNfriendly politicians, especially in Nevada, worked hard last year, as they alwaydo, to try to undo legislation that we have fought harto get enacted to benefit the working men and womeof our country.

Somebody in Nevada came up with Bill 312, whic

would delete the overtime provision in our negotiatecontracts. Prevailing rates would be the prevailing rate

Continued on page 1



EXHIBIT “3”



WM. C. WAGGONER

Business Manager

and

General Vice-President

&%ltl1lllt'i_~t(}1t P I &;;tr(ll~~mttrJSouthern California & Southern Nevada

AFL-CI

August 19, 2011

TO: Al l Of f i cer s and Local 12 Empl oyees

FROM: Wm C_ Waggoner , Busi ness I vl anagerI . U. O. E. , Local Uni on No. 12

======================================================================

At t he Execut i ve Boar d Meet i ng hel d on August 6, 2011, t he Execut i veBoar d t ook cer t ai n act i ons t hat w l l af f ect pr act i cal l y al l of t he em ·

pl oyees of Local 12.

Fi r st , a mot i on was passed unani mousl y t hat Execut i ve Boar d Meet i ngsw l l be hel d ever y ot her mont h i nst ead of t he usual schedul e of meet -i ngs ever y mont h. Ther ef or e, t her e w l l not be a Boar d Meet i ng i nSeptember .

Secondl y, I r ecommended t hat we ask t he empl oyees t o t ake t wo days of fper mont h w t hout pay. We w l l wor k out a schedul e t o det erm ne whi chday of t he week each empl oyee w l l be of f wor k.

Thi s w l l al l ow us t o r educe t he number of empl oyees i n each depar tmentby 50 per cent f or t hose days of f .

I n ot her wor ds, hal f of t he st af f w l l be wor ki ng f i ve days per weekand t he ot her hal f w l l r ecei ve pay f or f our days.

Between December 31, 2009 and December 31, 2010, t he Gener al Fund' sl oss was $5, 727, 742. Accor di ng t o t he number gener at ed i n t he f i r stsi x mont hs of t hi s year , we est i mat e t hat we w l l l ose appr oxi mat el y$4 m l l i on t hi s year .

As we al l know, you cannot cont i nue t o oper at e cr eat i ng a def i ci t l n t heamount s r ef l ect ed i n t he above par agr aph.

I n t he event t he economy i mpr oves, t he member shi p goes back t o wor k andwe st op t he bl eedi ng, we w l l di scont i nue t hi s pr ogr am and r et ur n t o af i ve day week oper at i on.

Thank you f or your assi st ance andunt i l we see bet t er days ahead.

~

150 E AST C ORSON STREET. P.O. BOX 7109 • PASADENA, CALIFORNIA 91109-7209 • TELEPHONE: (626) 792-8900



EXHIBIT “4”



AFL-CIO

M. C. WAGGONER

Bu s in es s M an ag e r

and

n er al V ic e-P res iden t

Southern California & Southern Nevada ®~ 2

MEMORANDUM

TO: ALL LOCAL 12 OFFICERS, DISTRICT REPRESENTATIVES,

BUSINESS AGENTS AND OTHER DRIVERS

FROM: WILLIAM C.WAGGONER, BUSINESS MANAGER

DATE: 9113/04

Please be advised, I am sending this memo that is of utmost importance. This is

not just a memo from the main office and like similar memos you toss in a file.

Local 12 is having a serious problem of obtaining automobile insurance coverage at a

reasonable rate. In fact, Hartford Insurance our present carrier was the only insurance

company that would agree to underwrite our auto insurance coverage.

The reason is very simple. Some of the agents driving records are horrible. It is

not fair that the agents who drive very carefully and sensibly are "burdened" by thosewho take to many risks in their driving habits. Like everything else we have to mix their

good driving records with those who think they are "Jeff Gordon". In other words, clean

up your act, because we don't intend to buy "tanks" for you to perform your every day

activities.

Please review the attached Driver Safety Policy and acknowledge by signing the

white copy and sending it to me no later than September 30,2004.

WCW:sdh

150 EAST COR SON S TREET. P.O.BOX 7109. PASADENA, CALIFORNIA 91109-7209. TELEPHONE: (626) 792-8900



DRIVER SAFETY POLICY

Local 12 considers the prevention of vehicle accidents essential to the well beingof our employees, union equipment and the general public. All drivers are

expected to practice defensive driving by following traffic regulations and our

established procedures.

DEFINITION OF DEFENSIVE DRIVER

"Defensive Drivers are persons who commit no driving errors

themselves and make allowances for the lack of skill or improper

driving practice of the other driver. Defensive Drivers adjust their

own driving to compensate for unusual weather, road and traffic

conditions and are not tricked into an accident by the unsafe actions

of pedestrians and other drivers. Being alert to accident producing

situations, they recognize the need for preventive action in advance

and take the necessary precaution to prevent the accident. As

Defensive Drivers, they know when it is necessary to slow down, stop

or yield the right-of-way to avoid involvement."

• A Department of Motor Vehicle report will be run routinely on all of our

drivers each year to insure safety and compliance to this policy.

PREDOMINATE VEHICLE ACCIDENT CAUSES:

Disregard For Signs & Lights

Not Driving Defensively

Speed ing/Attitude

Unsafe Stopping or Parking

Alcohol, Drugs, Tired

Unsafe Entry Onto Highway

Following to Close

Inattention/Poor J udgment

Unsafe Backing

Too Fast For Conditions

Momentarily Distracted

Failure to Stop or Signal

PROCEDURES WHEN ACCIDENT OCCURS

1. Report an accident promptly to the executive offices.

2. Give a detailed report of how the accident occurred with a diagram.

3. Get information from the other driver such as:

a. Name

b. Address



\

Page 2

c. Name of Insurance Companyi.

Policy numberii. Agent

iii. Phone number

(A copy of an Accident Report Brochure, which has been given to you recently is

attached for your reference)

Date: L ~ -/0-. L ? < {

Acknowledged and Understood:

Date:- - - - - - - - - - - - - - - - - - -



EXHIBIT “5”



In Denver, a local president of the United Food and Commercial Workers was voted out of office and

replaced with a Safeway bakery clerk after disclosures that he president spent union money on alcohol

and Broncos tickets and that, while making $162,000 a year, he put his wife and son on the payroll for

a combined $268,000.

The Chao rules helped the Labor Department's Office of Labor-Management Standards obtain 929

convictions, mostly for embezzlement, and recover some $93 million. Other rules would have made it

easier to track the operation of union trusts such as those set up for health benefits, pensions (#) ,

training programs and strike funds.

Ms. Solis rolled back the Chao reforms.

Her excuse? The changes "had a detrimental impact on workers" and "made the union financial (#)

reporting requirements not only overly burdensome but ineffective." In response, Ms. Chao accused

the Obama administration of "not enforcing laws on union transparency and democracy" and "telling

unions that they don't have to comply."

Today, private-sector unions are failing enterprises. They seem unable to adapt to a changing

environment -- to global trade, to the advance of information technology (#) and robotics, and to the

rise, in states like Indiana and Michigan, of poli ical leaders who do not fear them. In the private sector,

38 percent of workers belonged to unions 60 years ago; today the figure is 6 2 percent.

Ironically, given unions' critical role in electing and re-elec ing Mr. Obama, the jobs-destroying taxes

and hyper-regulation of the Obama era may make it even worse for unions. Unionized businesses,

lacking the flexibility of non-union businesses, will be less likely to grow and more likely to fail, which

will further diminish the influence and membership of unions.

Hilda Solis ran the Labor Department as an extension of the union movement, but her heavy-handed

approach -- seeing business as an enemy rather than as a partner in creating jobs -- may have simply

been another nail in the movement's coffin.

Terrence Scanlon is president of the Capital Research Center.

You are currently viewing the printable version of this artic le, to return to the normal page, please click here .

Page 2 of 3SCANLON: Hilda Solis' legacy of pandering - Washington Times

4/18/2013http://www.washingtontimes.com/news/2013/jan/17/hilda-solis-legacy-of-pandering/print/



EXHIBIT “6”



Wilbur Ross, the Bank EaterTroubled financial institution lying on the side of the road? Ross will have a bite—and might even ask for

seconds

By Devin Leonard

Early one October morning, Wilbur Ross sits before a dozen or so colleagues at the head of a long table in his Manhattan office,

considering in his quiet way the purchase of a business worth more than a billion dollars. Ross, 74, is the chairman of WL Ross & Co.,

among the largest and most active firms specializing in the purchase of distressed companies; in other words, he is a vulture, albeit a

well-dressed one, favoring crisp pinstripe suits and freshly shined shoes.

His investment committee is presenting the final details of the firm’s $1.2 billion bid for Northern Rock, the English bank seized by the

British government in 2008 after panicked depositors withdrew their funds. WL Ross is partnering with Richard Branson’s Virgin Mone

“Who is our competition?” asks Pamela Wilson, a WL Ross managing director.

“J.C. Flowers is always our competition on everything,” says Stephen Johnson, one of the firm’s vice-presidents, referring to J.

Christopher Flowers, another private equity investor. Johnson adds, “The word at the moment is that he won’t be able to bid on this.”

That leaves the field open for Ross, who describes himself as “a guy who likes to run into burning buildings” and who has been running

into a lot of them lately. The committee spends much of its time talking about the need to structure the bid so it won’t embarrass the

British government, which has spent an estimated $2.2 billion on the Northern Rock bailout. The firm plans to offer the Cameron

administration a slice of the proceeds if it takes the bank public.

Ross himself says little, and when he does, he does so in his characteristic near- whisper. It would not be overstating it to say Ross coo

He scrutinizes a pile of documents before him. From time to time he asks a question. He wants to make sure there will be no last-minu

regulatory issues. Finally, he says, “I think we are ready to vote on this.”

http://www.businessweek.com/bios/devin-leonard-863.html






On Oct. 25, Virgin and WL Ross make their offer. Three weeks later, the British government accepts it and controversy soon follows. Ed

Balls, the Labour Party’s shadow chancellor, assails England’s Conservative Party leaders for taking a loss on the bank. Ross arguably

makes matters worse by telling British reporters that he hopes to make a substantial profit—unless, of course, Northern Rock is

swamped by the European financial crisis that enabled him to buy it so cheaply in the first place. This is a familiar scenario these days.

Ross stands to make a lot, if he doesn’t lose even more.

Since 2008, Ross has invested $1.8 billion in faltering banks, a major play by a high-profile player. Ross is an investor’s investor; he’s n

a household name like Warren Buffett or a constant presence on the cable channels like Pimco’s Bill Gross, but he’s revered and

followed in his field. “He’s charming, and he’s smart,” says Steven Kaplan, a professor of finance at the University of Chicago Booth

School of Business. “And he has been brilliant and contrarian in discerning opportunities.” He is also worth an estimated $2.1 billion,

according to Forbes.

His firm was one of four private equity groups that paid $900 million for the failed BankUnited, a large Florida thrift, purchasing it from

the Federal Deposit Insurance Corp. in May 2009. He has taken stakes in ailing institutions such as Oregon’s Cascade Bancorp, New

Jersey’s Sun Bancorp, and the union-owned Amalgamated Bank in New York, all of which required his financial aid after writing down

bad real estate loans. Ross has also looked abroad for bargains—and not just in England. In July he and four other investors spent $1.6

billion to buy 35 percent of the Bank of Ireland.

Ross assiduously promotes his successes and had little trouble raising $4 billion in 2008 to invest in banks on the heels of the financia

crisis. In May 2009, WL Ross, Blackstone Group, Carlyle Group, and Centerbridge Partners bought BankUnited from the FDIC. It was

predicted at the time that BankUnited’s failure would cost the agency $4.9 billion. As part of the deal, the FDIC assumed up to 80

percent of BankUnited’s copious losses.

The U.S. was still mired in a recession. The country had spent billions of dollars bailing out the banking system and now private equity

speculators such as Ross were scooping up banks, apparently taking advantage of the FDIC’s safeguards. On Oct. 22, Democratic Senat

Jack Reed of Rhode Island wrote to Treasury Secretary Timothy Geithner and former FDIC Chairman Sheila Bair, urging them to put

curbs on such acquisitions. The FDIC issued rules requiring buyout firms investing in banks to hold them for three years and maintain

profit-crimping amounts of capital.

So Ross changed his strategy. He funneled money into troubled banks that needed cash but hadn’t yet fallen into the FDIC’s hands, suc

as Oregon’s Cascade and New Jersey’s Sun Bancorp. “Their stocks were trading at very, very big discounts from book value,” Ross says

“We felt that provided enough cover we’d be O.K. if they had more losses.”

He also began to indirectly invest in banks that had been seized by the FDIC. In April 2010, WL Ross became the largest investor in First

Michigan Bank in Troy. It was a tiny institution with only 30 employees. But First Michigan CEO David Provost had grand ambitions.

Banks were failing left and right in Michigan. He wanted to buy them from the FDIC. Provost says Ross understood his strategy

immediately and invested $100 million of his firm’s money in First Michigan.

On the day First Michigan announced Ross’s cash infusion, it bought CF Bancorp, a bank in Port Huron, Mich., with 368 employees and

$1.3 billion in assets. Its collapse had been the largest in the state. First Michigan, now known as Talmer Bank and Trust, has since

bought three more failed banks. Provost aims to create a network of community banks that profit from problems in their larger rivals.

seems to be working. Talmer earned more than $40 million last year. “The Bank of Americas get picketed,” Provost says. “The custome

close out their accounts. Then they come over and see us.”

In November, Ross crossed the Atlantic to check on his new investment in the Bank of Ireland. When it was time to leave, CEO Bouche

offered Ross a ride to the airport. On the way, they made an unannounced visit to a Bank of Ireland branch in a Dublin suburb. Ross

spent nearly an hour at the bank, wandering around and asking questions. “It went down extremely well,” says Boucher. “There was a

lot of positive buzz among the employees afterwards.”

For his part, Ross can’t understand why anybody at the Bank of Ireland would be surprised by his interest. “We just put a big chunk of

money into it,” he says. “It was kind of under the control of the government. I guess the employees weren’t used to the Prime Ministe

dropping by.”



There is one banking investment of which Ross is particularly proud. In September his firm pledged $50 million to Amalgamated Bank,

which is controlled by unions representing hotel and garment industry workers and has become known as the financial institution

guarding the deposits of Occupy Wall Street. On Dec. 8, Ross visits the bank’s art deco headquarters in New York to meet with Edward

Grebow, its president. Sitting around a coffee table, the two explain how Ross, a loyal member of the 1 percent, came to be interested

in the self-styled bank of the other 99 percent. “Well, the bank, like lots of others, made some bad real estate loans,” Grebow says.

“That left us of short of capital.”

He knew there were private equity investors interested in banks. There weren’t many, though, who would put their cash into a bank

that is not only union-owned but also has a unionized staff. He could think of only two. One was obvious: Ron Burkle, managing partne

of Yucaipa and a major Democratic Party contributor. The other was Ross. Grebow knew Ross had good relationships with labor leade

representing steel and textile workers. “We never had a strike at any of our facilities,” says Ross. “For us, there is nothing strange abou

having breakfast with a labor leader. We do it all the time.” Together, they agreed to put $100 million in the bank. The deal is awaiting

regulatory approval, but Grebow is already talking about using the new funds to create progressive products, such as prepaid credit

cards for customers with “uncertain” immigration status and mortgages for city sanitation workers.

Then there are the benefits of being associated with the Occupy Wall Street protests that began in September. Grebow produces a cha

showing that 131 new depositors signed up online in October, up from 13 the previous month. The influx of new customers was rough

the same in November. “That’s with no marketing,” he says. Ross listens, quiet as ever. He says he has no problem with Amalgamated

Bank’s connection to Occupy Wall Street. It’s clearly good for the bank’s bottom line and therefore his investment. “The bank by its

nature is a so-called progressive, liberal bank,” Ross says. “Ed Grebow even marched in one of its demonstrations.”

You won’t see the 74-year-old billionaire accompanying him anytime soon, however. Says Ross, “I myself wouldn’t have anything to do

with Occupy Wall Street.” Nevertheless, he’s thinking about putting more money into Amalgamated Bank. Ross may not cotton to

protesters who want to share his wealth, but his investments are strictly nonpartisan.Leonard is a reporter for Bloomberg Businessweek in New York.

http://www.businessweek.com/magazine/wilbur-ross-the-bank-eater-01052012.html

mailto:[email protected]








EXHIBIT “7”



EXHIBIT “8”



Form 5500

Department of the TreasuryInternal Revenue Service

Department of Labor Employee Benefits Security

Administration

Pension Benefit Guaranty Corporation

Annual Return/Report of Employee Benefit PlanThis form is required to be filed for employee benefit plans under sections 104

and 4065 of the Employee Retirement Income Security Act of 1974 (ERISA) andsections 6047(e), and 6058(a) of the Internal Revenue Code (the Code).

Complete all entries in accordance withthe instructions to the Form 5500.

OMB Nos. 1210-1210-

2010

This Form is Open to PubliInspection

Part I Annual Report Identification Information For calendar plan year 2010 or fiscal plan year beginning and ending

A This return/report is for: X a multiemployer plan; X a multiple-employer plan; or

X a single-employer plan; X a DFE (specify) _C_

B This return/report is: X the first return/report; X the final return/report;

X an amended return/report; X a short plan year return/report (less than 12 months).

C If the plan is a collectively-bargained plan, check here. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . X

D Check box if filing under: X Form 5558; X automatic extension; X the DFVC program;

X special extension (enter description) ABCDEFGHI ABCDEFGHI ABCDEFGHI ABCDE

Part II Basic Plan Information—enter all requested information

1bThree-digit plan

number (PN) 01aName of plan

ABCDEFGHI ABCDEFGHI ABCDEFGHI ABCDEFGHI ABCDEFGHI ABCDEFGHI ABCDEFGHI

ABCDEFGHI ABCDEFGHI ABCDEFGHI ABCDEFGHI ABCDEFGHI ABCDEFGHI ABCDEFGHI 1c Effective date of plan

YYYY-MM-DD

2a Plan sponsor’s name and address (employer, if for a single-employer plan)

(Address should include room or suite no.) 2b Employer Identification

Number (EIN)

012345678

2c Sponsor’s telephone

number

0123456789

2d Business code (see

instructions)

012345


D/B/A ABCDEFGHI ABCDEFGHI ABCDEFGHI ABCDEFGHI ABCDEFGHI ABCDEFGHI

ABCDEFGHI

c/o ABCDEFGHI ABCDEFGHI ABCDEFGHI ABCDEFGHI ABCDEFGHI ABCDEFGHI ABCDEFGHI

123456789 ABCDEFGHI ABCDEFGHI ABCDE


CITYEFGHI ABCDEFGHI AB, ST 012345678901

UK

Caution: A penalty for the late or incomplete filing of this return/report will be assessed unless reasonable cause is established.

Under penalties of perjury and other penalties set forth in the instructions, I declare that I have examined this return/report, including accompanying schedulstatements and attachments, as well as the electronic version of this return/report, and to the best of my knowledge and belief, it is true, correct, and comple

YYYY-MM-DD ABCDEFGHI ABCDEFGHI ABCDEFGHI ABCDESIGNHERE

Signature of plan administrator Date Enter name of individual signing as plan administrator

YYYY-MM-DD ABCDEFGHI ABCDEFGHI ABCDEFGHI ABCDESIGNHERE

Signature of employer/plan sponsor Date Enter name of individual signing as employer or plan spons

YYYY-MM-DD ABCDEFGHI ABCDEFGHI ABCDEFGHI ABCDESIGNHERESignature of DFE Date Enter name of individual signing as DFE

For Paperwork Reduction Act Notice and OMB Control Numbers, see the instructions for Form 5500. Form 5500 (2v.0923

WILLIAM C. WAGGONER

238290

95-6032478

04/10/2012

06/30/2011

626-356-1000

06/01/1960

X

Filed with authorized/valid electronic signature.

X

JOINT BOARD OF TRUSTEES, OPERATING ENGINEERS PENSION TRUST

100 EAST CORSON STREETPASADENA, CA 91103

07/01/2010

X

OPERATING ENGINEERS PENSION TRUST



Form 5500 (2010) Page 2

3b Administrator’s EIN

012345678

3c Administrator’s telephon

number

0123456789

3a Plan administrator’s name and address (if same as plan sponsor, enter “Same”) ABCDEFGHI ABCDEFGHI ABCDEFGHI ABCDEFGHI ABCDEFGHI ABCDEFGHI ABCDEFGHI

c/o ABCDEFGHI ABCDEFGHI ABCDEFGHI ABCDEFGHI ABCDEFGHI ABCDEFGHI ABCDEFGHI



CITYEFGHI ABCDEFGHI AB, ST 012345678901

UK

4 If the name and/or EIN of the plan sponsor has changed since the last return/report filed for this plan, enter the name, EIN andthe plan number from the last return/report: 4b EIN012345678

a Sponsor’s name


4c PN

012

5 Total number of participants at the beginning of the plan year 5 12345678

6 Number of participants as of the end of the plan year (welfare plans complete only lines 6a, 6b, 6c, and 6d).

a Active participants..................................................................................................................................................................... 6a 12345678

b Retired or separated participants receiving benefits................................................................................................................. 6b 12345678

c Other retired or separated participants entitled to future benefits............................................................................................. 6c 12345678

d Subtotal. Add lines 6a, 6b, and 6c........................................................................................................................................... 6d 12345678

e Deceased participants whose beneficiaries are receiving or are entitled to receive benefits................................................... 6e 12345678

f Total. Add lines 6d and 6e....................................................................................................................................................... 6f 12345678

g Number of participants with account balances as of the end of the plan year (only defined contribution plans

complete this item).................................................................................................................................................................... 6g 12345678

h Number of participants that terminated employment during the plan year with accrued benefits that were

less than 100% vested.............................................................................................................................................................. 6h 12345678

7 Enter the total number of employers obligated to contribute to the plan (only multiemployer plans complete this item) ........ 7

8a If the plan provides pension benefits, enter the applicable pension feature codes from the List of Plan Characteristic Codes in the instructions:

1x 1x 1x 1x 1x 1x 1x 1xx 1xx 1xx

b If the plan provides welfare benefits, enter the applicable welfare feature codes from the List of Plan Characteristic Codes in the instructions:

1x 1x 1x 1x 1x 1x 1x 1x 1xx 1xx

9a Plan funding arrangement (check all that apply) 9b Plan benefit arrangement (check all that apply)

(1) X Insurance (1) X Insurance

(2) X Code section 412(e)(3) insurance contracts (2) X Code section 412(e)(3) insurance contracts

(3) X Trust (3) X Trust

(4) X General assets of the sponsor (4) X General assets of the sponsor

10 Check all applicable boxes in 10a and 10b to indicate which schedules are attached, and, where indicated, enter the number attached. (See instructio

a Pension Schedules b General Schedules

(1) X R (Retirement Plan Information) (1) X H (Financial Information)

(2) X I (Financial Information – Small Plan)

(3) X ___ A (Insurance Information)

(2) X MB (Multiemployer Defined Benefit Plan and Certain Money

Purchase Plan Actuarial Information) - signed by the planactuary

(4) X C (Service Provider Information)

(5) X D (DFE/Participating Plan Information)(3) X SB (Single-Employer Defined Benefit Plan Actuarial

Information) - signed by the plan actuary (6) X G (Financial Transaction Schedules)

95-6032478

1G1B

X

X

X

X

XX

JOINT BOARD OF TRUSTEES, OPERATING ENGINEERS PENSIO


626-356-1000

X



SCHEDULE MB

(Form 5500)


Department of Labor Employee Benefits Security Administration


Multiemployer Defined Benefit Plan and CertainMoney Purchase Plan Actuarial Information

This schedule is required to be filed under section 104 of the EmployeeRetirement Income Security Act of 1974 (ERISA) and section 6059 of the

Internal Revenue Code (the Code).

File as an attachment to Form 5500 or 5500-SF.

OMB No. 1210-0110

2010

This Form is Open to PublicInspection

For calendar plan year 2010 or fiscal plan year beginning and ending

Round off amounts to nearest dollar.

Caution: A penalty of $1,000 will be assessed for late filing of this report unless reasonable cause is established. B Three-digit

plan number (PN)

A Name of plan

ABCDEFGHI ABCDEFGHI ABCDEFGHI ABCDEFGHI ABCDEFGHI ABCDEFGHI


ABCDEFGHI ABCDEFGHI

C Plan sponsor’s name as shown on line 2a of Form 5500 or 5500-SF


ABCDEFGHI

D Employer Identification Number (EIN)

012345678

E Type of plan: (1) X Multiemployer Defined Benefit (2) X Money Purchase (see instructions)

1a Enter the valuation date: Month _________ Day _________ Year _________

b Assets

(1) Current value of assets ............... ................ ................ ................ ................. ................ .................. ...... 1b(1)

(2) Actuarial value of assets for funding standard account........... ............... ................ ................ .............. 1b(2)

c (1) Accrued liability for plan using immediate gain methods .............. ................ ................ ................ ....... 1c(1)

(2) Information for plans using spread gain methods:

(a) Unfunded liability for methods with bases............................................................................................ 1c(2)(a) -1234567890123

(b) Accrued liability under entry age normal method... ................ ............... ................ ............... ................ 1c(2)(b) -1234567890123

(c) Normal cost under entry age normal method....................................................................................... 1c(2)(c) -1234567890123

(3) Accrued liability under unit credit cost method................ ............... ................ ................ ............... ............. 1c(3) -1234567890123

d Information on current liabilities of the plan:

(1) Amount excluded from current liability attributable to pre-participation service (see instructions)............. 1d(1) -1234567890123

(2) “RPA ‘94” information :

(a) Current liability .............. ................ ................ ................. ................ ................ .................. ................ .... 1d(2)(a) -1234567890123

(b) Expected increase in current liability due to benefits accruing during the plan year .............. ............. 1d(2)(b) -1234567890123

(c) Expected release from “RPA ‘94” current liability for the plan year .............. ................ ................ ....... 1d(2)(c) -1234567890123

(3) Expected plan disbursements for the plan year .............. ................ ................ ................ ................ ........... 1d(3) -1234567890123

Statement by Enrolled ActuaryTo the best of my knowledge, the information supplied in this schedule and accompanying schedules, statements and attachments, if any, is complete and accurate. Each prescribed assumption was applaccordance with applicable law and regulations. In my opinion, each other assumption is reasonable (taking into account the experience of the plan and reasonable expectations) and such other assumpticombination, offer my best estimate of anticipated experience under the plan.

SIGNHERE

Signature of actuary Date

Type or print name of actuary Most recent enrollment number

Firm name Telephone number (including area code)

Address of the firm

the actuary has not fully reflected any regulation or ruling promulgated under the statute in completing this schedule, check the box and seenstructions

X

or Paperwork Reduction Act Notice and OMB Control Numbers, see the instructions for Form 5500 or Form 5500-SF. Schedule MB (Form 5500)

v.092

TAMMY F. DIXON

2010

22008

409930

274144

06/30/2011

8629

95-6032478JOINT BOARD OF TRUSTEES, OPERATING ENGINEERS PENSION TRUST

THE SEGAL COMPANY

330 N. BRAND BLVD., SUITE 1100, GLENDALE, CA 91203-2337

04/03/2012

07/01/2010

274144

01

198859

001

11-04736

154965

818-956-6700


X

21108

07



Schedule MB (Form 5500) 2010 Page 2-

a Current value of the assets (see instructions) ............................................................................................................ 2a -1234567890123

b “RPA ‘94” current liability/participant count breakdown: (1) Number of participants (2) Current liability

(1) For retired participants and beneficiaries receiving payment .................................... 12345678 -1234567890123

(2) For terminated vested participants ............................................................................ 12345678 -1234567890123

(3) For active participants:

(a) Non-vested benefits ............................................................................................ -1234567890123

(b) Vested benefits ................................................................................................... -1234567890123

(c) Total active.......................................................................................................... -1234567890123

(4) Total........................................................................................................................... 12345678 -1234567890123

c If the percentage resulting from dividing line 2a by line 2b(4), column (2), is less than 70%, enter such

percentage................................................................................................................................................................2c

123.1

3 Contributions made to the plan for the plan year by employer(s) and employees:

Totals ► 3(b) 3(c)

5 Actuarial cost method used as the basis for this plan year’s funding standard account computations (check all that apply):

a X Attained age normal b X Entry age normal c X Accrued benefit (unit credit) d X Aggregate e X Frozen initial liability f X Individual level premium g X Individual aggregate h X Shortfall

i X Reorganization j X Other (specify): ABCDEFGHI ABCDEFGHI ABCDEFGHI ABCDEFGHI ABCDE

k If box h is checked, enter period of use of shortfall method ....................................................................................... 5k YYYY-MM-

l Has a change been made in funding method for this plan year? ......................................................................................................................X Yes X

m If line l is “Yes,” was the change made pursuant to Revenue Procedure 2000-40?..........................................................................................X Yes X

n If line l is “Yes,” and line m is “No,” enter the date (MM-DD-YYYY) of the ruling letter (individual or class)

approving the change in funding method....................................................................................................................5n YYYY-MM-

6 Checklist of certain actuarial assumptions:

a Interest rate for “RPA ‘94” current liability........................................................................................................................................... 6a 123.1

Pre-retirement Post-retirement

b Rates specified in insurance or annuity contracts .................................... X Yes X No X N/A X Yes X No X N/A

c Mortality table code for valuation purposes:

(1) Males....................................................................................... 6c(1)

(2) Females................................................................................... 6c(2)

d Valuation liability interest rate ........................................................ 6d 123.12% 123.1

e Expense loading ............................................................................ 6e 123.12% 123.1

f Salary scale ................................................................................... 6f 123.12%

g Estimated investment return on actuarial value of assets for year ending on the valuation date ....................... 6g -123.

h Estimated investment return on current value of assets for year ending on the valuation date ......................... 6h -123.

2 Operational information as of beginning of this plan year:

(a) Date(MM-DD-YYYY)

(b) Amount paid byemployer(s)

(c) Amount paid byemployees

(a) Date(MM-DD-YYYY)

(b) Amount paid byemployer(s)

(c) Amount paid byemployees

4 Information on plan status:

a Enter code to indicate plan’s status (see instructions for attachment of supporting evidence of plan’s status). If

code is “N,” go to item 5..............................................................................................................................................4a

b Funded percentage for monitoring plan’s status (line 1b(2) divided by line 1c(3)) .................................................... 4b 123.

c Is the plan making the scheduled progress with any applicable funding improvement or rehabilitation plan? ................................................................X Yes X

d If the plan is in critical status, were any adjustable benefits reduced?..............................................................................................................X Yes X

e If line d is “Yes,” enter the reduction in liability resulting from the reduction in adjustable benefits, measured as

of the valuation date ................ ............... ................ ................ ................ ................ .................... ................ ................4e -1234567890123

56597

7.50

32271

X

133183

X

72

206819

11.

15467

8.

A

409930

85854062

6441

85854062

X

4.5

37.8

7.5

146514

1

10363

18.5

X

X

13331

0

C

154965

A



Schedule MB (Form 5500) 2010 Page 3-

7 New amortization bases established in the current plan year:

(1) Type of base (2) Initial balance (3) Amortization Charge/Credit

A -123456789012345 -1234567890123

A -123456789012345 -1234567890123

A -123456789012345 -1234567890123

8 Miscellaneous information:

a If a waiver of a funding deficiency has been approved for this plan year, enter the date (MM-DD-YYYY) of theruling letter granting the approval ............... ................ ................ ................ ................ ................... ................ .............

8a YYYY-MM-

b Is the plan required to provide a Schedule of Active Participant Data? (See the instructions.) If “Yes,” attach schedule. X Yes X

c Are any of the plan’s amortization bases operating under an extension of time under section 412(e) (as in effect prior to

2008) or section 431(d) of the Code? .............................................................................................................................. . X Yes X

d If line c is “Yes,” provide the following additional information:

(1) Was an extension granted automatic approval under section 431(d)(1) of the Code?......................................................... Yes X

(2) If line (1) is “Yes,” enter the number of years by which the amortization period was extended........................... 8d(2)

(3) Was an extension approved by the Internal Revenue Service under section 412(e) (as in effect prior to2008) or 431(d)(2) of the Code? ................ ................ ................ ................ ................. ................... ................ ....... X Yes X

(4) If line (3) is “Yes,” enter number of years by which the amortization period was extended (not including thenumber of years in line (2))...................................................................................................................................

8d(4)

(5) If line (3) is “Yes,” enter the date of the ruling letter approving the extension...................................................... 8d(5) YYYY-MM-

(6) If line (3) is “Yes,” is the amortization base eligible for amortization using interest rates applicable under section6621(b) of the Code for years beginning after 2007?......................................................................................................

X Yes X

e If box 5h is checked or line 8c is “Yes,” enter the difference between the minimum required contribution for the

year and the minimum that would have been required without using the shortfall method or extending theamortization base(s) ................ ................ ................ ................ ................ ............... .................... ................ ................

8e

-1234567890123

9 Funding standard account statement for this plan year:

Charges to funding standard account:

a Prior year funding deficiency, if any............................................................................................................................ 9a -1234567890123

b Employer’s normal cost for plan year as of valuation date ......................................................................................... 9b -1234567890123

c Amortization charges as of valuation date: Outstanding balance

(1) All bases except funding waivers and certain bases for which theamortization period has been extended.......................................................

9c(1) -123456789012345 -1234567890123

(2) Funding waivers ................ ................. ................ ................ ................ .......... 9c(2) -123456789012345 -1234567890123

(3) Certain bases for which the amortization period has been extended.......... 9c(3) -123456789012345 -1234567890123

d Interest as applicable on lines 9a, 9b, and 9c ............................................................................................................ 9d -1234567890123

e Total charges. Add lines 9a through 9d...................................................................................................................... 9e -1234567890123

Credits to funding standard account:

f Prior year credit balance, if any ................ ................ ................. ................ ................ ................. ................ ................ 9f -1234567890123

g Employer contributions. Total from column (b) of line 3 ............................................................................................ 9g -1234567890123

Outstanding balance

h Amortization credits as of valuation date........................................................... 9h -123456789012345 -1234567890123

i Interest as applicable to end of plan year on lines 9f, 9g, and 9h............................................................................... 9i -1234567890123

j Full funding limitation (FFL) and credits:

(1) ERISA FFL (accrued liability FFL) ............................................................. 9j(1) -123456789012345

(2) “RPA ‘94” override (90% current liability FFL) .......................................... 9j(2) -123456789012345

(3) FFL credit............................................................................................................................................................ 9j(3) -1234567890123

k (1) Waived funding deficiency.................................................................................................................................. 9k(1) -1234567890123

(2) Other credits ............... ................ ................. ................ ................ ................ ................ .................... ................. .. 9k(2) -1234567890123

l Total credits. Add lines 9f through 9i, 9j(3), 9k(1), and 9k(2)..................................................................................... 9l -1234567890123

m Credit balance: If line 9l is greater than line 9e, enter the difference.......................................................................... 9m -1234567890123

n Funding deficiency: If line 9e is greater than 9l, enter the difference ......................................................................... 9n -1234567890123

263052

857454689

0

X

1

85854

37753

109087

55530

X

1968833353

1

189169

1

-175954476

X

148038716

328166

-14142

13508

1836113508

591218

18352

358523

0

1726282424



Schedule MB (Form 5500) 2010 Page 4

9 o Current year’s accumulated reconciliation account:

(1) Due to waived funding deficiency accumulated prior to the 2010 plan year................................................... 9o(1) -1234567890123

(2) Due to amortization bases extended and amortized using the interest rate under section 6621(b) of the Code:

(a) Reconciliation outstanding balance as of valuation date.......................................................................... 9o(2)(a) -1234567890123

(b) Reconciliation amount (line 9c(3) balance minus line 9o(2)(a))............................................................... 9o(2)(b) -1234567890123

(3) Total as of valuation date................................................................................................................................ 9o(3) -1234567890123

10 Contribution necessary to avoid an accumulated funding deficiency. (See instructions.) ...................................... 10 -1234567890123

11 Has a change been made in the actuarial assumptions for the current plan year? If “Yes,” see instructions. ...................... X Yes X X



SCHEDULE C

(Form 5500)


Department of LaborEmployee Benefits Security Administration


Service Provider Information

This schedule is required to be filed under section 104 of the EmployeeRetirement Income Security Act of 1974 (ERISA).

File as an attachment to Form 5500.

OMB No. 1210-0110

2010

This Form is Open to PublicInspection.

or calendar plan year 2010 or fiscal plan year beginning and ending

B Three-digit

plan number (PN) 001

A Name of plan

ABCDEFGHI

C Plan sponsor’s name as shown on line 2a of Form 5500

ABCDEFGHI


012345678

Part I Service Provider Information (see instructions)

You must complete this Part, in accordance with the instructions, to report the information required for each person who received, directly or indirectly, $5or more in total compensation (i.e., money or anything else of monetary value) in connection with services rendered to the plan or the person's position witplan during the plan year. If a person received only eligible indirect compensation for which the plan received the required disclosures, you are required toanswer line 1 but are not required to include that person when completing the remainder of this Part.

Information on Persons Receiving Only Eligible Indirect Compensationa Check "Yes" or "No" to indicate whether you are excluding a person from the remainder of this Part because they received only eligible

indirect compensation for which the plan received the required disclosures (see instructions for definitions and conditions).. . . . . . . . . . . . . . . X Yes X N

b If you answered line 1a “Yes,” enter the name and EIN or address of each person providing the required disclosures for the service providers whoreceived only eligible indirect compensation. Complete as many entries as needed (see instructions).

(b) Enter name and EIN or address of person who provided you disclosures on eligible indirect compensation

(b) Enter name and EIN or address of person who provided you disclosure on eligible indirect compensation



For Paperwork Reduction Act Notice and OMB Control Numbers, see the instructions for Form 5500 Schedule C (Form 550v.0


001

PIMCO

07/01/2010

X

TRUST COMPANY OF THE WEST

SIGULAR GUFF ADVISORS, LLC

33-0629048

95-6032478

06/30/2011

95-2749628

3-3855629




Schedule C (Form 5500) 2010 Page 2-









1



Schedule C (Form 5500) 2010 Page 3

2. Information on Other Service Providers Receiving Direct or Indirect Compensation. Except for those persons for whom you

answered “yes” to line 1a above, complete as many entries as needed to list each person receiving, directly or indirectly, $5,000 or more in total compensa

(i.e., money or anything else of value) in connection with services rendered to the plan or their position with the plan during the plan year. (See instructions

(a) Enter name and EIN or address (see instructions)

(b)ServiceCode(s)

(c) Relationship to

employer, employeeorganization, or

person known to bea party-in-interest

(d) Enter direct

compensation paidby the plan. If none,

enter -0-.

(e)Did service provider

receive indirectcompensation? (sourcesother than plan or plan

sponsor)

(f)Did indirect compensation

include eligible indirectcompensation, for which theplan received the required

disclosures?

(g)Enter total indirect

compensation received byservice provider excluding

eligible indirectcompensation for which youanswered “Yes” to element

(f). If none, enter -0-.

(h) Did the ser

provider giveformula inste

an amounestimated am

ABCDEFGHI

ABCDEFGHIABCD

123456789012

345 Yes X No X Yes X No X

123456789012345

Yes X N


(b)ServiceCode(s)

(c) Relationship to


person known to be

a party-in-interest

(d) Enter direct


enter -0-.



sponsor)



disclosures?



eligible indirect

compensation for which youanswered “Yes” to element(f). If none, enter -0-.

(h) Did the ser


an amoun

estimated am

ABCDEFGHI

ABCDEFGHI

ABCD

123456789012

345 Yes X No X Yes X No X

123456789012345

Yes X N


(b)ServiceCode(s)

(c) Relationship to



(d) Enter direct


enter -0-.



sponsor)



disclosures?





(h) Did the ser



ABCDEFGHI

ABCDEFGHI

ABCD

123456789012

345 Yes X No X Yes X No X Yes X N

03026392

2900694

2680893

0

0

OPERATING ENGINEERS FUNDS, INC.

OPERATING ENGINEERS FUNDS, INC. 100 EAST CORSON STREETPASADENA, CA 91103

X


X

X

95-2694167

ADMIN-REIMB. OFSALARIES

58-1707262

PLANADMINISTRATOR

95-2694167

NONE

INVESCO INSTITUTIONAL INC

8

4

4





(b)ServiceCode(s)

(c) Relationship to



(d) Enter direct


enter -0-.



sponsor)



disclosures?





(h) Did the ser



ABCDEFGHI

ABCDEFGHI

ABCD

123456789012



(b)ServiceCode(s)

(c) Relationship to



(d) Enter direct


enter -0-.



sponsor)



disclosures?





(h) Did the ser



ABCDEFGHIABCDEFGHI

ABCD



(b)ServiceCode(s)

(c) Relationship to



(d) Enter direct


enter -0-.



sponsor)



disclosures?





(h) Did the ser



ABCDEFGHI

ABCDEFGHI

ABCD

123456789012

345 Yes X No X Yes X No X Yes X NX

779519 0

0

0

1588162

995149X

X

04-2755549

NONE

NONE

1

NONE

95-4047729

04-1554520

LOOMIS SAYLES & CO.

WELLINGTON TRUST CO

X

LAQUER URBAN CLIFFORD HODGE

8

1 52

9





(b)ServiceCode(s)

(c) Relationship to



(d) Enter direct


enter -0-.



sponsor)



disclosures?





(h) Did the ser



ABCDEFGHI

ABCDEFGHI

ABCD

123456789012



(b)ServiceCode(s)

(c) Relationship to



(d) Enter direct


enter -0-.



sponsor)



disclosures?





(h) Did the ser



ABCDEFGHIABCDEFGHI

ABCD



(b)ServiceCode(s)

(c) Relationship to



(d) Enter direct


enter -0-.



sponsor)



disclosures?





(h) Did the ser



ABCDEFGHI

ABCDEFGHI

ABCD

123456789012


577297 0

0

0

622441

599343

X

X

X

01-0614895

NONE

NONE

2

NONE

95-4047729

04-3063840

X

PANAGORA ASSET MANAGEMENT

INTECH INVESTMENT MGMT

LAQUER URBAN CLIFFORD HODGE

1 68

8

9





(b)ServiceCode(s)

(c) Relationship to



(d) Enter direct


enter -0-.



sponsor)



disclosures?





(h) Did the ser



ABCDEFGHI

ABCDEFGHI

ABCD

123456789012



(b)ServiceCode(s)

(c) Relationship to



(d) Enter direct


enter -0-.



sponsor)



disclosures?





(h) Did the ser



ABCDEFGHIABCDEFGHI

ABCD



(b)ServiceCode(s)

(c) Relationship to



(d) Enter direct


enter -0-.



sponsor)



disclosures?





(h) Did the ser



ABCDEFGHI

ABCDEFGHI

ABCD

123456789012


454103 0

0

0

491415

487327X

X

04-3404987

NONE

NONE

3

NONE

91-1457076

22-3367558

X

SYSTEMATIC FINANCIAL MGMT

THE BOSTON COMPANY

X

RAINIER INVESTMENT MGMT

X

1 68

8 68

1 68





(b)ServiceCode(s)

(c) Relationship to



(d) Enter direct


enter -0-.



sponsor)



disclosures?





(h) Did the ser



ABCDEFGHI

ABCDEFGHI

ABCD

123456789012



(b)ServiceCode(s)

(c) Relationship to



(d) Enter direct


enter -0-.



sponsor)



disclosures?





(h) Did the ser



ABCDEFGHIABCDEFGHI

ABCD



(b)ServiceCode(s)

(c) Relationship to



(d) Enter direct


enter -0-.



sponsor)



disclosures?





(h) Did the ser



ABCDEFGHI

ABCDEFGHI

ABCD

123456789012


238531 0

0

0

398348

371010

X

X

X

94-1503999

NONE

NONE

4

NONE

02-0767178

39-1175759

M & I WEALTH MGMT

THE SEGAL COMPANY

TRADEWINDS GLOBAL INVESTORS

X

1

1

1 68





(b)ServiceCode(s)

(c) Relationship to



(d) Enter direct


enter -0-.



sponsor)



disclosures?





(h) Did the ser



ABCDEFGHI

ABCDEFGHI

ABCD

123456789012



(b)ServiceCode(s)

(c) Relationship to



(d) Enter direct


enter -0-.



sponsor)



disclosures?





(h) Did the ser



ABCDEFGHIABCDEFGHI

ABCD



(b)ServiceCode(s)

(c) Relationship to



(d) Enter direct


enter -0-.



sponsor)



disclosures?





(h) Did the ser



ABCDEFGHI

ABCDEFGHI

ABCD

123456789012


207165 0

0

0

223305

212500

X

X

X

94-1347393

NONE

NONE

5

NONE

95-2556670

26-1429809

N E P C

WELLS FARGO BANK

BERNARD KOTKIN AND CO. LLP

8

9

0





(b)ServiceCode(s)

(c) Relationship to



(d) Enter direct


enter -0-.



sponsor)



disclosures?





(h) Did the ser



ABCDEFGHI

ABCDEFGHI

ABCD

123456789012



(b)ServiceCode(s)

(c) Relationship to



(d) Enter direct


enter -0-.



sponsor)



disclosures?





(h) Did the ser



ABCDEFGHIABCDEFGHI

ABCD



(b)ServiceCode(s)

(c) Relationship to



(d) Enter direct


enter -0-.



sponsor)



disclosures?





(h) Did the ser



ABCDEFGHI

ABCDEFGHI

ABCD

123456789012


86096 0

0

0

86770

90000

X

X

X

61-1443233

PLAN CUSTODIAN

NONE

6

NONE

13-4920330

94-1701048

RAEL & LETSON

J.P. GOETSCH

AMALGAMATED BANK

X

1

5

9 65





(b)ServiceCode(s)

(c) Relationship to



(d) Enter direct


enter -0-.



sponsor)



disclosures?





(h) Did the ser



ABCDEFGHI

ABCDEFGHI

ABCD

123456789012



(b)ServiceCode(s)

(c) Relationship to



(d) Enter direct


enter -0-.



sponsor)



disclosures?





(h) Did the ser



ABCDEFGHIABCDEFGHI

ABCD



(b)ServiceCode(s)

(c) Relationship to



(d) Enter direct


enter -0-.



sponsor)



disclosures?





(h) Did the ser



ABCDEFGHI

ABCDEFGHI

ABCD

123456789012


48000 0

0

0

57927

54972X

X

95-4076864

NONE

NONE

7

NONE

61-1443233

34-1699247

HYLAND SOFTWARE

SULLIVAN CURTIS MONROE

X

NET MD

5

6

5





(b)ServiceCode(s)

(c) Relationship to



(d) Enter direct


enter -0-.



sponsor)



disclosures?





(h) Did the ser



ABCDEFGHI

ABCDEFGHI

ABCD

123456789012



(b)ServiceCode(s)

(c) Relationship to



(d) Enter direct


enter -0-.



sponsor)



disclosures?





(h) Did the ser



ABCDEFGHIABCDEFGHI

ABCD



(b)ServiceCode(s)

(c) Relationship to



(d) Enter direct


enter -0-.



sponsor)



disclosures?





(h) Did the ser



ABCDEFGHI

ABCDEFGHI

ABCD

123456789012


38400 0

0

0

46440

46000

X

X

X

65-0694077

NONE

NONE

8

NONE

94-2690827

33-0371877

PARK CENTER REALTY ADVISORS

ULTIMATE SOFTWARE

CARROLL AND SCULLY INC

4

5

9





(b)ServiceCode(s)

(c) Relationship to



(d) Enter direct


enter -0-.



sponsor)



disclosures?





(h) Did the ser



ABCDEFGHI

ABCDEFGHI

ABCD

123456789012



(b)ServiceCode(s)

(c) Relationship to



(d) Enter direct


enter -0-.



sponsor)



disclosures?





(h) Did the ser



ABCDEFGHIABCDEFGHI

ABCD



(b)ServiceCode(s)

(c) Relationship to



(d) Enter direct


enter -0-.



sponsor)



disclosures?





(h) Did the ser



ABCDEFGHI

ABCDEFGHI

ABCD

123456789012


23819 0

0

0

36003

30250

8311 BEVERLY DRIVESAN GABRIEL, CA 91775

X

X

X

23-2841822

NONE

NONE

9

NONE

95-4203825

CAPITOL IMAGING

AXIOM SYSTEMS

PEGGY C CLARK

6

5

6





(b)ServiceCode(s)

(c) Relationship to



(d) Enter direct


enter -0-.



sponsor)



disclosures?





(h) Did the ser



ABCDEFGHI

ABCDEFGHI

ABCD

123456789012



(b)ServiceCode(s)

(c) Relationship to



(d) Enter direct


enter -0-.



sponsor)



disclosures?





(h) Did the ser



ABCDEFGHIABCDEFGHI

ABCD



(b)ServiceCode(s)

(c) Relationship to



(d) Enter direct


enter -0-.



sponsor)



disclosures?





(h) Did the ser



ABCDEFGHI

ABCDEFGHI

ABCD

123456789012


20741 0

0

0

22460

21650

225 SOUTH LAKE AVENUEPASADENA, CA 91101

X

X

X

20-2214107

NONE

NONE

10

NONE

74-2961545

DATAPOINT USA, INC.

US PRO TECH

NAI CAPITAL, INC.

X

5

5

5





(b)ServiceCode(s)

(c) Relationship to



(d) Enter direct


enter -0-.



sponsor)



disclosures?





(h) Did the ser



ABCDEFGHI

ABCDEFGHI

ABCD

123456789012



(b)ServiceCode(s)

(c) Relationship to



(d) Enter direct


enter -0-.



sponsor)



disclosures?





(h) Did the ser



ABCDEFGHIABCDEFGHI

ABCD



(b)ServiceCode(s)

(c) Relationship to



(d) Enter direct


enter -0-.



sponsor)



disclosures?





(h) Did the ser



ABCDEFGHI

ABCDEFGHI

ABCD

123456789012


11974 0

0

0

19771

14603

X

X

X

91-1431894

NONE

NONE

11

NONE

95-3637235

95-4836687

TECHNOCLARITY

ZONES

HOFFMAN ASSOCIATES

5

5

6





(b)ServiceCode(s)

(c) Relationship to



(d) Enter direct


enter -0-.



sponsor)



disclosures?





(h) Did the ser



ABCDEFGHI

ABCDEFGHI

ABCD

123456789012



(b)ServiceCode(s)

(c) Relationship to



(d) Enter direct


enter -0-.



sponsor)



disclosures?





(h) Did the ser



ABCDEFGHIABCDEFGHI

ABCD



(b)ServiceCode(s)

(c) Relationship to



(d) Enter direct


enter -0-.



sponsor)



disclosures?





(h) Did the ser



ABCDEFGHI

ABCDEFGHI

ABCD

123456789012


9120 0

0

0

11961

9144

X

X

X

20-1098479

NONE

NONE

12

NONE

01-0744806

06-1541449

INSTITUTIONAL SHAREHOLDER SVCS

PRIDICTIVE TECHNOLOGIES

RJ HEALTH SYSTEMS

9

5

5





(b)ServiceCode(s)

(c) Relationship to



(d) Enter direct


enter -0-.



sponsor)



disclosures?





(h) Did the ser



ABCDEFGHI

ABCDEFGHI

ABCD

123456789012



(b)ServiceCode(s)

(c) Relationship to



(d) Enter direct


enter -0-.



sponsor)



disclosures?





(h) Did the ser



ABCDEFGHIABCDEFGHI

ABCD



(b)ServiceCode(s)

(c) Relationship to



(d) Enter direct


enter -0-.



sponsor)



disclosures?





(h) Did the ser



ABCDEFGHI

ABCDEFGHI

ABCD

123456789012


0

0

7680

6104

10125 TUSCANY STREETEL PASO, TX 79924

X

X

NONE

NONE

13

06-1615661

NUMARA SOFTWARE

STEVEN ESPINOSA

5

5




Part I Service Provider Information (continued)

3 If you reported on line 2 receipt of indirect compensation, other than eligible indirect compensation, by a service provider, and the service provider is a fiducor provides contract administrator, consulting, custodial, investment advisory, investment management, broker, or recordkeeping services, answer the folloquestions for (a) each source from whom the service provider received $1,000 or more in indirect compensation and (b) each source for whom the serviceprovider gave you a formula used to determine the indirect compensation instead of an amount or estimated amount of the indirect compensation. Complemany entries as needed to report the required information for each source.

(a) Enter service provider name as it appears on line 2 (b) Service Codessee instructions

(c) Enter amount of indcom ensation

(d) Enter name and EIN (address) of source of indirect compensation (e) Describe the indirect compensation, including anformula used to determine the service provider’s eligi

for or the amount of the indirect compensation.

(a) Enter service provider name as it appears on line 2 (b) Service Codes(see instructions)

(c) Enter amount of indcompensation

(d) Enter name and EIN (address) of source of indirect compensation (e) Describe the indirect compensation, including anformula used to determine the service provider’s eligi


(a) Enter service provider name as it appears on line 2 (b) Service Codes(see instructions)

(c) Enter amount of indcompensation

(d) Enter name and EIN (address) of source of indirect compensation (e) Describe the indirect compensation, including anformula used to determine the service provider’s elig


1




Part II Service Providers Who Fail or Refuse to Provide Information

4 Provide, to the extent possible, the following information for each service provider who failed or refused to provide the information necessary to complethis Schedule.

(a) Enter name and EIN or address of service provider (see

instructions)(b) Nature of

ServiceCode(s)

(c) Describe the information that the service provider failed or refus

provide

ABCDEFGHI ABCDEFGHI ABCDEFGHI ABCD ABCDEFGHI ABCDEFGHI ABCDEFGHI ABCD ABCDEFGHI ABCDEFGHI ABCDEFGHI ABCD ABCDEFGHI ABCDEFGHI ABCDEFGHI ABCD ABCDEFGHI ABCDEFGHI ABCDEFGHI ABCD 1234567890

10 11

12 13

ABCDEFGHI ABCDEFGHI ABCDEFGHI ABCDE







instructions) (b) Nature of

ServiceCode(s)


provide


10 11

12 13 ABCDEFGHI ABCDEFGHI ABCDEFGHI ABCDE







instructions)

(b) Nature of

ServiceCode(s)


provide


10 11 12

13 ABCDEFGHI ABCDEFGHI ABCDEFGHI ABCDE






(a) Enter name and EIN or address of service provider (seeinstructions)

(b) Nature ofServiceCode(s)

(c) Describe the information that the service provider failed or refusprovide


10 11 12










ABCDEFGHI ABCDEFGHI ABCDEFGHI ABCD

ABCDEFGHI ABCDEFGHI ABCDEFGHI ABCD ABCDEFGHI ABCDEFGHI ABCDEFGHI ABCD ABCDEFGHI ABCDEFGHI ABCDEFGHI ABCD ABCDEFGHI ABCDEFGHI ABCDEFGHI ABCD 1234567890

10 11 12










ABCDEFGHI ABCDEFGHI ABCDEFGHI ABCD ABCDEFGHI ABCDEFGHI ABCDEFGHI ABCD ABCDEFGHI ABCDEFGHI ABCDEFGHI ABCD ABCDEFGHI ABCDEFGHI ABCDEFGHI ABCD 1234567890

1




a Name: ABCDEFGHI ABCDEFGHI ABCDEFGHI ABCD b EIN: 123456789

c Position: ABCDEFGHI ABCDEFGHI ABCD

e Telephone: 1234567890 d Address: ABCDEFGHI ABCDEFGHI ABCDEFGHI ABCD ABCDEFGHI ABCDEFGHI ABCDEFGHI ABCD

ABCDEFGHI ABCDEFGHI ABCDEFGHI ABCD ABCDEFGHI ABCDEFGHI ABCDEFGHI ABCD

Explanation: ABCDEFGHI ABCDEFGHI ABCDEFGHI ABCDEFGHI ABCDEFGHI ABCDEFGHI ABCDEFGHI ABCDEFGHI

ABCDEFGHI ABCDEFGHI ABCDEFGHI ABCDEFGHI ABCDEFGHI ABCDEFGHI ABCDEFGHI ABCDEFGHI


ABCDEFGHI






ABCDEFGHI ABCDEFGHI ABCDEFGHI ABCDEFGHI ABCDEFGHI ABCDEFGHI ABCDEFGHI ABCDEFGHIABCDEFGHI ABCDEFGHI ABCDEFGHI ABCDEFGHI ABCDEFGHI ABCDEFGHI ABCDEFGHI ABCDEFGHI

ABCDEFGHI








ABCDEFGHI

a Name: ABCDEFGHI ABCDEFGHI ABCDEFGHI ABCD b EIN; 123456789







ABCDEFGHI

a Name: ABCDEFGHI ABCDEFGHI ABCDEFGHI ABCD b EIN; 123456789







ABCDEFGHI

Part III Termination Information on Accountants and Enrolled Actuaries (see instructions) (complete as many entries as needed)

1



SCHEDULE D

(Form 5500)



DFE/Participating Plan Information

This schedule is required to be filed under section 104 of the EmployeeRetirement Income Security Act of 1974 (ERISA).


OMB No. 1210-0110

2010

This Form is Open to PubliInspection.

For calendar plan year 2010 or fiscal plan year beginning and endingB Three-digit

plan number (PN)

A Name of plan



ABCDEFGHI ABCDEFGHI

C Plan or DFE sponsor’s name as shown on line 2a of Form 5500


ABCDEFGHI


012345678

Part I Information on interests in MTIAs, CCTs, PSAs, and 103-12 IEs (to be completed by plans and DFEs)(Complete as many entries as needed to report all interests in DFEs)

a Name of MTIA, CCT, PSA, or 103-12 IE: ABCDEFGHI ABCDEFGHI ABCDEFGHI ABCD

b Name of sponsor of entity listed in (a): ABCDEFGHI ABCDEFGHI ABCDEFGHI ABCDEFGHI ABCDEFGHI ABCDEFGHI

ABCDEFGHI

c EIN-PN123456789-123

d Entity

code 1e Dollar value of interest in MTIA, CCT, PSA, or

103-12 IE at end of year (see instructions) -1234567890123



ABCDEFGHI

c EIN-PN123456789-123

d Entity

code 1

e Dollar value of interest in MTIA, CCT, PSA, or




ABCDEFGHI

c EIN-PN123456789-123

d Entity

code 1





ABCDEFGHI

c EIN-PN123456789-123

d Entity

code 1





ABCDEFGHI

c EIN-PN123456789-123

d Entity

code 1





ABCDEFGHI

c EIN-PN123456789-123

d Entity

code 1





ABCDEFGHI

c EIN-PN123456789-123

d Entity

code 1



For Paperwork Reduction Act Notice and OMB Control Numbers, see the instructions for Form 5500. Schedule D (Form 5500v.09

84288008

79066714

C

C

06/30/2011

PANAGORA GROUP TRUST TISK PARITY

CIF OPPORTUNISTIC INVESTMENT PORTFO

95-6032478JOINT BOARD OF TRUSTEES, OPERATING ENGINEERS PENSION TRUST

WELLINGTON TRUST COMPANY NA

PANAGORA ASSET MANAGEMENT

07/01/2010

001

95-6032478-001

04-2767481-076




Schedule D (Form 5500) 2010 Page 2-



ABCDEFGHI

c EIN-PN123456789-123

d Entity

code 1




b Name of sponsor of entity listed in (a):


ABCDEFGHI

c EIN-PN123456789-123

d Entity

code 1





ABCDEFGHI

c EIN-PN123456789-123

d Entity

code 1





ABCDEFGHI

c EIN-PN 123456789-123 d Entitycode 1 e Dollar value of interest in MTIA, CCT, PSA, or




ABCDEFGHI

c EIN-PN123456789-123

d Entity

code 1





ABCDEFGHI

c EIN-PN123456789-123

d Entity

code 1





ABCDEFGHI

c EIN-PN123456789-123

d Entity

code 1





ABCDEFGHI

c EIN-PN123456789-123

d Entity

code 1




b Name of sponsor of entity listed in (a): ABCDEFGHI ABCDEFGHI ABCDEFGHI ABCDEFGHI ABCDEFGHI ABCDEFGHIABCDEFGHI

c EIN-PN123456789-123

d Entity

code 1





ABCDEFGHI

c EIN-PN123456789-123

d Entity

code 1



1



Schedule D (Form 5500) 2010 Page 3-

Part II Information on Participating Plans (to be completed by DFEs)(Complete as many entries as needed to report all participating plans)

a Plan name ABCDEFGHI ABCDEFGHI ABCDEFGHI ABCDEFGHI ABCDEFGHI ABCDEFGHI ABCDEFGHI ABCDEFGH


b Name of

plan sponsor

ABCDEFGHI ABCDEFGHI ABCDEFGHI ABCDEFGHI ABCDEFGHI

ABCDEFGHI ABCDEFGHI

c EIN-PN

123456789-123

a Plan name ABCDEFGHI ABCDEFGHI ABCDEFGHI ABCDEFGHI ABCDEFGHI ABCDEFGHI ABCDEFGHI ABCDEFGHI


b Name of

plan sponsor


ABCDEFGHI ABCDEFGHI

c EIN-PN

123456789-123



b Name of

plan sponsor


ABCDEFGHI ABCDEFGHI

c EIN-PN

123456789-123



b Name of

plan sponsor


ABCDEFGHI ABCDEFGHI

c EIN-PN

123456789-123



b Name of

plan sponsor


ABCDEFGHI ABCDEFGHI

c EIN-PN

123456789-123



b Name of

plan sponsor


ABCDEFGHI ABCDEFGHI

c EIN-PN

123456789-123



b Name of

plan sponsor


ABCDEFGHI ABCDEFGHI

c EIN-PN

123456789-123

a Plan name

ABCDEFGHI ABCDEFGHI ABCDEFGHI ABCDEFGHI ABCDEFGHI ABCDEFGHI ABCDEFGHI ABCDEFGH


b Name of

plan sponsor


ABCDEFGHI ABCDEFGHI

c EIN-PN

123456789-123



b Name of

plan sponsor


ABCDEFGHI ABCDEFGHI

c EIN-PN

123456789-123



b Name of

plan sponsor


ABCDEFGHI ABCDEFGHI

c EIN-PN

123456789-123



b Name of

plan sponsor


ABCDEFGHI ABCDEFGHI

c EIN-PN

123456789-123



b Name of

plan sponsor


ABCDEFGHI ABCDEFGHI

c EIN-PN

123456789-123

1



SCHEDULE H

(Form 5500)




Financial Information

This schedule is required to be filed under section 104 of the EmployeeRetirement Income Security Act of 1974 (ERISA), and section 6058(a) of the

Internal Revenue Code (the Code).


OMB No. 1210-0110

2010

This Form is Open to PubliInspection


B Three-digitplan number (PN)

A Name of planABCDEFGHI ABCDEFGHI ABCDEFGHI ABCDEFGHI ABCDEFGHI ABCDEFGHI


ABCDEFGHI ABCDEFGHI



ABCDEFGHI


012345678

Part I Asset and Liability Statement

1 Current value of plan assets and liabilities at the beginning and end of the plan year. Combine the value of plan assets held in more than one trust. Repo

the value of the plan’s interest in a commingled fund containing the assets of more than one plan on a line-by-line basis unless the value is reportable onlines 1c(9) through 1c(14). Do not enter the value of that portion of an insurance contract which guarantees, during this plan year, to pay a specific dollarbenefit at a future date. Round off amounts to the nearest dollar. MTIAs, CCTs, PSAs, and 103-12 IEs do not complete lines 1b(1), 1b(2), 1c(8), 1g, and 1i. CCTs, PSAs, and 103-12 IEs also do not complete lines 1d and 1e. See instructions.

Assets (a) Beginning of Year (b) End of Year

a Total noninterest-bearing cash ....................................................................... 1a -123456789012345 -123456789012

b Receivables (less allowance for doubtful accounts):

(1) Employer contributions........................................................................... 1b(1) -123456789012345 -123456789012

(2) Participant contributions ......................................................................... 1b(2) -123456789012345 -123456789012

(3) Other....................................................................................................... 1b(3) -123456789012345 -123456789012

c General investments:

(1) Interest-bearing cash (include money market accounts & certificatesof deposit) ............................................................................................. 1c(1)

-123456789012345 -123456789012

(2) U.S. Government securities.................................................................... 1c(2) -123456789012345 -123456789012

(3) Corporate debt instruments (other than employer securities):

(A) Preferred ............... ................ ................ ................ ................ ........... 1c(3)(A) -123456789012345 -123456789012

(B) All other............................................................................................ 1c(3)(B)-123456789012345 -123456789012

(4) Corporate stocks (other than employer securities):

(A) Preferred ............... ................ ................ ................ ................ ........... 1c(4)(A) -123456789012345 -123456789012

(B) Common .......................................................................................... 1c(4)(B) -123456789012345 -123456789012

(5) Partnership/joint venture interests .......................................................... 1c(5) -123456789012345 -123456789012

(6) Real estate (other than employer real property) ..................................... 1c(6) -123456789012345 -123456789012

(7) Loans (other than to participants) ........................................................... 1c(7) -123456789012345 -123456789012

(8) Participant loans ..................................................................................... 1c(8) -123456789012345 -123456789012

(9) Value of interest in common/collective trusts.......................................... 1c(9) -123456789012345 -123456789012

(10) Value of interest in pooled separate accounts........................................ 1c(10) -123456789012345 -123456789012

(11) Value of interest in master trust investment accounts ............................ 1c(11) -123456789012345 -123456789012

(12) Value of interest in 103-12 investment entities .......................................

1c(12) -123456789012345 -123456789012

(13) Value of interest in registered investment companies (e.g., mutualfunds)......................................................................................

1c(13) -123456789012345 -123456789012

(14) Value of funds held in insurance company general account (unallocatedcontracts)................................................................................................

1c(14) -123456789012345 -123456789012

(15) Other ............... ................ ................. ................ ................ ................ ....... 1c(15) -123456789012345 -123456789012

For Paperwork Reduction Act Notice and OMB Control Numbers, see the instructions for Form 5500 Schedule H (Form 5500v.09

415338

7545733

1200000

73761776

537600000

32498097

15994

163354

06/30/2011

35266137

2156873

329797375

8689

34504

95-6032478

59939


2058

34763

07/01/2010

306303

6226

44571623

109029184

25850218

390440802

001

3876921

587950

122149




Schedule H (Form 5500) 2010 Page 2

1d Employer-related investments: (a) Beginning of Year (b) End of Year

(1) Employer securities .................................................................................... 1d(1) -123456789012345 -123456789012

(2) Employer real property ............................................................................... 1d(2) -123456789012345 -123456789012

1e Buildings and other property used in plan operation......................................... 1e -123456789012345 -123456789012

1f Total assets (add all amounts in lines 1a through 1e) ...................................... 1f -123456789012345 -123456789012

Liabilities

1g Benefit claims payable ...................................................................................... 1g -123456789012345 -123456789012

1h Operating payables........................................................................................... 1h -123456789012345 -123456789012

1i Acquisition indebtedness .................................................................................. 1i -123456789012345 -123456789012

1 j Other liabilities................................................................................................... 1j -123456789012345 -123456789012

1k Total liabilities (add all amounts in lines 1g through1j) ..................................... 1k -123456789012345 -123456789012

Net Assets

1l Net assets (subtract line 1k from line 1f)........................................................... 1l -123456789012345 -123456789012

Part II Income and Expense Statement

2 Plan income, expenses, and changes in net assets for the year. Include all income and expenses of the plan, including any trust(s) or separately mainta

fund(s) and any payments/receipts to/from insurance carriers. Round off amounts to the nearest dollar. MTIAs, CCTs, PSAs, and 103-12 IEs do not comlines 2a, 2b(1)(E), 2e, 2f, and 2g.

Income (a) Amount (b) Total a Contributions:

(1) Received or receivable in cash from: (A) Employers.................................. 2a(1)(A) -123456789012345

(B) Participants......................................................................................... 2a(1)(B) -123456789012345

(C) Others (including rollovers)................................................................. 2a(1)(C) -123456789012345

(2) Noncash contributions ................................................................................ 2a(2) -123456789012345

(3) Total contributions. Add lines 2a(1)(A), (B), (C), and line 2a(2) ................. 2a(3) -123456789012

b Earnings on investments:

(1) Interest:

(A) Interest-bearing cash (including money market accounts andcertificates of deposit).........................................................................

2b(1)(A) -123456789012345

(B) U.S. Government securities................................................................ 2b(1)(B) -123456789012345

(C) Corporate debt instruments ................................................................ 2b(1)(C) -123456789012345

(D) Loans (other than to participants) ....................................................... 2b(1)(D) -123456789012345

(E) Participant loans ................................................................................. 2b(1)(E) -123456789012345

(F) Other ................ ................ ................ ................ ................ ................ ... 2b(1)(F) -123456789012345

(G) Total interest. Add lines 2b(1)(A) through (F) ..................................... 2b(1)(G) -123456789012

(2) Dividends: (A) Preferred stock.................................................................... 2b(2)(A) -123456789012345

(B) Common stock ................ ................ ................ ................ ................ .... 2b(2)(B) -123456789012345

(C) Registered investment company shares (e.g. mutual funds).............. 2b(2)(C)

(D) Total dividends. Add lines 2b(2)(A), (B), and (C) 2b(2)(D) -123456789012

(3) Rents........................................................................................................... 2b(3) -123456789012

(4) Net gain (loss) on sale of assets: (A) Aggregate proceeds ....................... 2b(4)(A) -123456789012345

(B) Aggregate carrying amount (see instructions) .................................... 2b(4)(B) -123456789012345

(C) Subtract line 2b(4)(B) from line 2b(4)(A) and enter result .................. 2b(4)(C) -123456789012

1329936238

16949

2919904

3893816

117100

17607

6818506

2170

347

68

1374779

1213847733

45232489

549

4213007

8584

6260

110783

1597807746

48152393

1549655353

658

85840985

1160

32



Schedule H (Form 5500) 2010 Page 3

(a) Amount (b) Total

2b (5)Unrealized appreciation (depreciation) of assets: (A)Real estate......................... 2b(5)(A) -123456789012345

(B) Other ................ ................ ................ ................ ................ ................ ... 2b(5)(B) -123456789012345

(C) Total unrealized appreciation of assets. Add lines 2b(5)(A) and (B)..................................................................

2b(5)(C) -123456789012

(6) Net investment gain (loss) from common/collective trusts.......................... 2b(6) -123456789012

(7) Net investment gain (loss) from pooled separate accounts........................ 2b(7) -123456789012

(8) Net investment gain (loss) from master trust investment accounts ............ 2b(8) -123456789012

(9) Net investment gain (loss) from 103-12 investment entities ....................... 2b(9) -123456789012

(10) Net investment gain (loss) from registered investmentcompanies (e.g., mutual funds)...................................................................

2b(10) -123456789012

c Other income..................................................................................................... 2c -123456789012

d Total income. Add all income amounts in column (b) and enter total................. ..... 2d -123456789012

Expenses

e Benefit payment and payments to provide benefits:

(1) Directly to participants or beneficiaries, including direct rollovers .............. 2e(1) -123456789012345

(2) To insurance carriers for the provision of benefits ...................................... 2e(2) -123456789012345

(3) Other ............... ................ ................. ................ ................ ................ ........... 2e(3) -123456789012345

(4) Total benefit payments. Add lines 2e(1) through (3)................................... 2e(4) -123456789012

f Corrective distributions (see instructions)......................................................... 2f -123456789012

g Certain deemed distributions of participant loans (see instructions)................. 2g -123456789012

h Interest expense................................................................................................ 2h -123456789012

i Administrative expenses: (1) Professional fees ............................................... 2i(1) -123456789012345

(2) Contract administrator fees......................................................................... 2i(2) -123456789012345

(3) Investment advisory and management fees ............................................... 2i(3) -123456789012345

(4) Other ............... ................ ................. ................ ................ ................ ........... 2i(4) -123456789012345

(5) Total administrative expenses. Add lines 2i(1) through (4)......................... 2i(5) -123456789012

j Total expenses. Add all expense amounts in column (b) and enter total......... 2j -123456789012

Net Income and Reconciliation

k Net income (loss). Subtract line 2j from line 2d............................................................. 2k -123456789012

l Transfers of assets:

(1) To this plan.................................................................................................. 2l(1) -123456789012

(2) From this plan ............................................................................................. 2l(2) -123456789012

Part III Accountant’s Opinion

3 Complete lines 3a through 3c if the opinion of an independent qualified public accountant is attached to this Form 5500. Complete line 3d if an opinion is

attached.

a The attached opinion of an independent qualified public accountant for this plan is (see instructions):

(1) X Unqualified (2) X Qualified (3) X Disclaimer (4) X Adverse

b Did the accountant perform a limited scope audit pursuant to 29 CFR 2520.103-8 and/or 103-12(d)? X Yes X No

c Enter the name and EIN of the accountant (or accounting firm) below:

(1) Name: ABCDEFGHI ABCDEFGHI ABCDEFGHI ABCD (2) EIN: 123456789

d The opinion of an independent qualified public accountant is not attached because:

(1) X This form is filed for a CCT, PSA, or MTIA. (2) X It will be attached to the next Form 5500 pursuant to 29 CFR 2520.104-50.

80252731

207824515

14527

2438844

X

10049927

149

5927086

686

22735

BERNARD KOTKIN AND COMPANY, LLP

39339684

37263

1953

X

11959

873

95-2556670

20782

1116946



Schedule H (Form 5500) 2010 Page 4-

Part IV Compliance Questions

4 CCTs and PSAs do not complete Part IV. MTIAs, 103-12 IEs, and GIAs do not complete 4a, 4e, 4f, 4g, 4h, 4k, 4m, 4n, or 5.

103-12 IEs also do not complete 4j and 4l. MTIAs also do not complete 4l.

During the plan year: Yes No Amount

a Was there a failure to transmit to the plan any participant contributions within the time

period described in 29 CFR 2510.3-102? Continue to answer “Yes” for any prior year failures

until fully corrected. (See instructions and DOL’s Voluntary Fiduciary Correction Program.)...... 4a -123456789012

b Were any loans by the plan or fixed income obligations due the plan in default as of the

close of the plan year or classified during the year as uncollectible? Disregard participant loans

secured by participant’s account balance. (Attach Schedule G (Form 5500) Part I if “Yes” is

checked.)...................................................................................................................................... 4b -123456789012

c Were any leases to which the plan was a party in default or classified during the year as

uncollectible? (Attach Schedule G (Form 5500) Part II if “Yes” is checked.) .............................. 4c -123456789012

d Were there any nonexempt transactions with any party-in-interest? (Do not include transactions

reported on line 4a. Attach Schedule G (Form 5500) Part III if “Yes” is

checked.)...................................................................................................................................... 4d -123456789012

e Was this plan covered by a fidelity bond?.................................................................................... 4e -123456789012

f Did the plan have a loss, whether or not reimbursed by the plan’s fidelity bond, that was caused

by fraud or dishonesty? ............................................................................................................... 4f -123456789012

g Did the plan hold any assets whose current value was neither readily determinable on anestablished market nor set by an independent third party appraiser? ......................................... 4g -123456789012

h Did the plan receive any noncash contributions whose value was neither readily

determinable on an established market nor set by an independent third party appraiser? ......... 4h -123456789012

i Did the plan have assets held for investment? (Attach schedule(s) of assets if “Yes” is checked,

and see instructions for format requirements.)............................................................................. 4i

j Were any plan transactions or series of transactions in excess of 5% of the current

value of plan assets? (Attach schedule of transactions if “Yes” is checked, and

see instructions for format requirements.).................................................................................... 4j

k Were all the plan assets either distributed to participants or beneficiaries, transferred to another

plan, or brought under the control of the PBGC?......................................................................... 4k

l Has the plan failed to provide any benefit when due under the plan? ......................................... 4l -123456789012

m If this is an individual account plan, was there a blackout period? (See instructions and 29 CFR2520.101-3.)................................................................................................................................. 4m

n If 4m was answered “Yes,” check the “Yes” box if you either provided the required notice or one

of the exceptions to providing the notice applied under 29 CFR 2520.101-3. ............................. 4n

5a Has a resolution to terminate the plan been adopted during the plan year or any prior plan year?

If yes, enter the amount of any plan assets that reverted to the employer this year......... .............. ..... . X Yes X No Amount: -1234567890123

5b If, during this plan year, any assets or liabilities were transferred from this plan to another plan(s), identify the plan(s) to which assets or liabilities were

transferred. (See instructions.)

5b(1) Name of plan(s) 5b(2) EIN(s) 5b(3) P



ABCDEFGHI ABCDEFGHI ABCDEFGHI ABCDEFGHI

123456789 123




123456789 123




123456789 123




123456789 123

X

X

X

X

X

X

X

X

X

2000

X

1

X

X

X

X

X



SCHEDULE R

(Form 5500)




Retirement Plan Information

This schedule is required to be filed under section 104 and 4065 of theEmployee Retirement Income Security Act of 1974 (ERISA) and section

6058(a) of the Internal Revenue Code (the Code).


OMB No. 1210-0110

2010

This Form is Open to PublicInspection.


B Three-digitplan number

(PN)

A Name of planABCDEFGHI ABCDEFGHI ABCDEFGHI ABCDEFGHI ABCDEFGHI ABCDEFGHI


ABCDEFGHI ABCDEFGHI



ABCDEFGHI


012345678

Part I Distributions

1 Total value of distributions paid in property other than in cash or the forms of property specified in the

instructions..............................................................................................................................................................1 -1234567890123

Part II Funding Information (If the plan is not subject to the minimum funding requirements of section of 412 of the Internal Revenue Code or

ERISA section 302, skip this Part)

If you completed line 5, complete lines 3, 9, and 10 of Schedule MB and do not complete the remainder of this schedule.

If you completed line 6c, skip lines 8 and 9.

7 Will the minimum funding amount reported on line 6c be met by the funding deadline? ......................................

X Yes X No X

8 If a change in actuarial cost method was made for this plan year pursuant to a revenue procedure providing

automatic approval for the change or a class ruling letter, does the plan sponsor or plan administrator agreewith the change?.................................................................................................................................................... X Yes X No X

Part III Amendments

9 If this is a defined benefit pension plan, were any amendments adopted during this planyear that increased or decreased the value of benefits? If yes, check the appropriatebox(es). If no, check the “No” box...................................................................................... X Increase X Decrease X Both X N

Part IV ESOPs (see instructions). If this is not a plan described under Section 409(a) or 4975(e)(7) of the Internal Revenue Code,

skip this Part.

10 Were unallocated employer securities or proceeds from the sale of unallocated securities used to repay any exempt loan?.............. X Yes X

11 a Does the ESOP hold any preferred stock? .................................................................................................................................... X Yes X

b If the ESOP has an outstanding exempt loan with the employer as lender, is such loan part of a “back-to-back” loan?

(See instructions for definition of “back-to-back” loan.) ..................................................................................................................X Yes X

12 Does the ESOP hold any stock that is not readily tradable on an established securities market? ........................................................ X Yes X

For Paperwork Reduction Act Notice and OMB Control Numbers, see the instructions for Form 5500. Schedule R (Form 5500v.092

All references to distributions relate only to payments of benefits during the plan year.

2 Enter the EIN(s) of payor(s) who paid benefits on behalf of the plan to participants or beneficiaries during the year (if more than two, enter EINs of the t

payors who paid the greatest dollar amounts of benefits):

EIN(s): _______________________________ _______________________________

Profit-sharing plans, ESOPs, and stock bonus plans, skip line 3.

3 Number of participants (living or deceased) whose benefits were distributed in a single sum, during the plan

year. ................. ................ ................ ................. ................ ................. ................ .................... ................ ................ ... 3 123456

4 Is the plan administrator making an election under Code section 412(d)(2) or ERISA section 302(d)(2)?......................... X Yes X No X

If the plan is a defined benefit plan, go to line 8.

5 If a waiver of the minimum funding standard for a prior year is being amortized in this

plan year, see instructions and enter the date of the ruling letter granting the waiver. Date: Month _________ Day _________ Year _______

6 a Enter the minimum required contribution for this plan year ................................................................................ 6a -1234567890123

b Enter the amount contributed by the employer to the plan for this plan year ..................................................... 6b -1234567890123

c Subtract the amount in line 6b from the amount in line 6a. Enter the result

(enter a minus sign to the left of a negative amount).......................................................................................... 6c -1234567890123

X

06/30/2011

X

X

95-6032478OINT BOARD OF TRUSTEES, OPERATING ENGINEERS PENSION TRUST

07/01/2010

001OPERATING ENGINEERS PENSION TRUST



Schedule R (Form 5500) 2010 Page 2-

Part V Additional Information for Multiemployer Defined Benefit Pension Plans

13 Enter the following information for each employer that contributed more than 5% of total contributions to the plan during the plan year (measured in

dollars). See instructions. Complete as many entries as needed to report all applicable employers.

a Name of contributing employer

b EIN c Dollar amount contributed by employer

d Date collective bargaining agreement expires (If employer contributes under more than one collective bargaining agreement, check box X and see instructions regarding required attachment. Otherwise, enter the applicable date.) Month _______ Day _______ Year _______

e Contribution rate information (If more than one rate applies, check this box X and see instructions regarding required attachment. Otherwise,

complete items 13e(1) and 13e(2).) (1) Contribution rate (in dollars and cents) _____________

(2) Base unit measure: X Hourly X Weekly X Unit of production X Other (specify):


b EIN c Dollar amount contributed by employer d Date collective bargaining agreement expires (If employer contributes under more than one collective bargaining agreement, check box X

and see instructions regarding required attachment. Otherwise, enter the applicable date.) Month _______ Day _______ Year _______





















(2)

Base unit measure:X

HourlyX

Weekly X

Unit of production X

Other (specify):







1



Schedule R (Form 5500) 2010 Page 3

14 Enter the number of participants on whose behalf no contributions were made by an employer as an employer of the

participant for:

a The current year ............... ................ ................ ................ ................ ................ .................... ................ ................ 14a 1234567890123

b The plan year immediately preceding the current plan year................................................................................. 14b 1234567890123

c The second preceding plan year .......................................................................................................................... 14c 1234567890123

15 Enter the ratio of the number of participants under the plan on whose behalf no employer had an obligation to make an

employer contribution during the current plan year to: a The corresponding number for the plan year immediately preceding the current plan year ................................ 15a 1234567890123

b The corresponding number for the second preceding plan year .......................................................................... 15b 1234567890123

16 Information with respect to any employers who withdrew from the plan during the preceding plan year :

a Enter the number of employers who withdrew during the preceding plan year ................................................. 16a 1234567890123

b If item 16a is greater than 0, enter the aggregate amount of withdrawal liability assessed or estimated to be

assessed against such withdrawn employers ......................................................................................................16b

1234567890123

17 If assets and liabilities from another plan have been transferred to or merged with this plan during the plan year, check box and see instructions regardi

supplemental information to be included as an attachment. .......................................................................................................................

Part VI Additional Information for Single-Employer and Multiemployer Defined Benefit Pension Plans

18 If any liabilities to participants or their beneficiaries under the plan as of the end of the plan year consist (in whole or in part) of liabilities to such participa

and beneficiaries under two or more pension plans as of immediately before such plan year, check box and see instructions regarding supplementalinformation to be included as an attachment ............... ................ ............... ................ ................ .................. ................ ................ ................ ................ ..........

19 If the total number of participants is 1,000 or more, complete items (a) through (c)

a Enter the percentage of plan assets held as:

Stock: _____ % Investment-Grade Debt: _____ % High-Yield Debt: _____ % Real Estate: _____ % Other: _____ %

b Provide the average duration of the combined investment-grade and high-yield debt:

X 0-3 years X 3-6 years X 6-9 years X 9-12 years X 12-15 years X 15-18 years X 18-21 years X 21 years or more

c What duration measure was used to calculate item 19(b)?

X Effective duration X Macaulay duration X Modified duration X Other (specify):

36.6 34.04.0

X

212

X

21.24.2



BERNARD KOTKIN & COMPANY LLPA NG E LO T. NI CO DE M O . C . P . A .

S AL V AT O RE J . P O RT ARO . C . P . A .

VINCENT P. RO G E RS , C.P.A .

B E R N A R D KOTKIN, C.P.A . - F O UNDER

Board ofTrusteesOperating Engineers Pension Trus tPasadena, California

C E R T I F I E D P U B L I C A C C O U N T A N T S

5 3 3 S O U T H F R E M O N T A V E N U E , S U I T E 902

LO S A N GE LE S , C A L I FOR N I A 9 0 0 7 1

T E L E F ' H O N E (2131 892-9090

T E L E F A X (2131 892-9099

INDEPENDENT AUDITORS' REPORT

MEMBERS

AMERICAN INSTITUTE OF

CERTIFIED PUBLIC ACCOUNTANTS

TH E CALIFORNIA SOCIETY

OF CERTIFIED PUBLIC ACCOUNTANTS

We have audited the accompanying statements of net assets available for benefits ofOPERATING ENGINEERSPENSION TRUST as ofJune 30, 2011 and 2010, the related statements ofchanges in net assets available for benefitsfor the years then ended, the statement of accumulated plan benefits as of June 30, 2010 and the related statementof changes in accumulated plan benefits for the year then ended. These financial statements are the responsibilityof the Trust's management. Our responsibility is to express an opinion on these financial statements based on ouraudits.

We conducted our audits in accordance with auditing standards generally accepted in the United States ofAmerica.Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financialstatements are free ofmaterial misstatement. An audit includes examining, on a test basis, evidence supporting theamounts and disclosures in the financial statements. An audit also includes assessing the accounting principles usedand significant estimates made by management, as well as evaluating the overall financial statement presentation.We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, information regardingOperating Engineers Pension Trust's net assets available for benefits as of June 30, 2011, and changes therein for theyear then ended and its financial status as ofJune 3 0, 20 10, and changes therein for the year then ended in conformitywith accounting principles generally accepted in the United States ofAmerica.

Our audits were performed for the purpose offorming an opinion on the basic financial statements taken as a whole.The supplemental schedules of net income from commercial real estate rentals, short-term investments and moneymarket funds, obligations ofU S. Government and Federal Agencies, corporate obligations, corporate stocks, mutualand private funds, Pasadena Gateway Villas and Raymond Hill Corporation, real estate owned, and transactions or

series of transactions in excess of 5 percent of the current value of plan assets at June 30, 2011, are presented forthe purpose ofadditional analysis and are not a required part of he basic financial statements but are supplementaryinformation required by the Employee Retirement Income Security Act of 197 4. These supplemental schedules arethe responsibility of he Trust Fund's management. The supplemental schedules have been subjected to the auditingprocedures applied in the audits of he basic financial statements and, in our opinion, are fairly stated in all materialrespects in relation to the basic financial statements taken as a whole.

Los Angeles, CaliforniaNovember 7, 2011

Certified Public Accountants

- 2 -



S E C T I ON

4 :

C er t i f i c a t e of A c t u ar i al V al u a

t i onf or t h e O p er a t i n gE n gi n e er s

P en s i onT r u s t

E I N

9 5 - 6 0 3 2 4 7 8 / P N 0 0 1

4 -1 9

E X HI B I T V I I I

S umm ar y of P l anP r ov i s i on s

( S c h e d ul eM

B ,l i n e 6 )

T h i s e xh i b i t

s umm a r i z e s t h e m a j or pr o vi s i on s of t h e P l a ni n c l u d e d i n t h e v a l u a t i on .I t i s n o t i n t e n d e d t o b e ,n or s h o u

l d i t b e i n t e r pr e t e d a s ,

a c om pl e t e s t a t e m e n t of a l l pl a n pr o vi s i on s .

P l anY e ar :

J ul y1

t h r o u gh J un e 3 0

P e n s i on Cr e d i t Y e ar :

J ul y1

t h r o u gh J un e 3 0

P l an S t a t u s :

On- g oi n g pl a n

R e g ul ar P e n s i on :

A g eR e q

u i r e m e n t

6 2

S er v i c e

R e q u i r e m e n t

6 P e n s i on C r e d i t s , or 6 , 0 0 0 h o ur s f or wh

i c h c on t r i b u t i on s h a v e b e e nm a d e t o t h e P l a n .

A m o u n t

$ 8 . 0 0

p e r y e a r of P r i or S e r vi c e C r e d i t , pl u s $ 5 8 . 0 0 p e r y e a r of P e n s i on C r e d i t .

S e r vi c e P e n

s i on :

A g eR e q

u i r e m e n t

6 0

S er v i c e


3 0 , 0 0 0 h o ur s f or wh i c h c on t r i b u t i on s h a v e b e e nm a d e t o t h e P l a n a n d c r e d i t f or w or k i n a t l e a s t

3 0 pl a

n y e a r s .

A m o u n t

R e g ul a r p e n s i on a c c r u e d



S E C T I ON

4 :




E I N

9 5 - 6 0 3 2 4 7 8 / P N 0 0 1

4 -2 0

E ar l yR e t i r e m e n t :

A g eR e q

u i r e m e n t

4 5

S er v i c e




A m o u n t

R e g ul a r p e n s i on a c c r u e d ,r e d u c e d b y 3 %

f or e a c h y e a r of a g e l e s s t h a n 6 2 .

Di s a b i l i t y :

A g eR e q

u i r e m e n t

N on e

S er v i c e




A m o u n t

R e g ul a r p e n s i on a c c r u e d

V e s t i n g :

A g eR e q

u i r e m e n t

N on e

S er v i c e


1 0 P e n s i on C r e d i t s , or a t l e a s t 1 0 , 0 0 0 h o ur s f or wh i c h c on t r i b u t i on s h a v e b e e nm a d e t o t h e P l a n ,

or 5 Y

e a r s of S e r vi c e i n c l u d i n g a t l e a s t o

n e h o ur of S e r vi c e a f t e r J un e 3 0 ,1

9 9 9 .

A m o u n t

R e g ul a r or e a r l y p e n s i on a c c r u e d b a s e d on pl a ni n e f f e c t wh e nl a s t a c t i v e .

N or m a l

R e t i r e m e n t A g e

6 5

P r o-R a t aP e n s i on :

A g e a n d

S er v i c eR e q u i r e m e n t s

S a m e

a s r e q ui r e m e n t s f or o t h e r t y p e s of p e n s i on un d e r t h i s P l a n , b a s e d on e

m pl o ym e n t c o v e r e d

b y t h i s P l a n a n d a n y o t h e r pl a nr e c o gni z e d b y t h e T r u s t e e s a s a R e l a t e d P l a n .

A m o u n t

S a m e

a s d e s c r i b e d f or o t h e r t y p e s of p e n

s i on , b a s e d onP e n s i on C r e d i t s e a r n e d un d e r t h i s P l a n .



S E C T I ON

4 :




E I N

9 5 - 6 0 3 2 4 7 8 / P N 0 0 1

4 -2 1

S p o u s e ’ s P r

e -R e t i r e m e n t

D e a t h B e n e

f i t :

A g eR e q

u i r e m e n t

N on e

S er v i c e



or 5 Y



9 9 9 .

A m o u n t

5 0 % of t h e b e n e f i t e m pl o y e e w o ul d h a v e r e c e i v e d h a d h e or s h e r e t i r e d t h e

d a y b e f or e d e a t h a n d

e l e c t e

d t h e 5 0 % j oi n t a n d s ur vi v or o p t i on .I f t h e e m pl o y e e d i e d pr i or t o e l i gi b i l i t yf or a n e a r l y

r e t i r e m e n t p e n s i on , t h e s p o u s e ’ s b e n e f i t i s d e f e r r e d t o t h e d a t e e m pl o y e e w o ul d h a v e b e e n a g e 4 5 .

T h e s ur vi vi n g s p o u s e c a n e l e c t t or e c e i v e 1 2 0 m on t h l y p a ym e n t s i n t h e a m o un t of t h e

p a r t i c i p a n t ’ s a c c r u e d m on t h l y b e n e f i t i n

l i e u of t h e s ur vi vi n g s p o u s e a nn ui t y .

C h ar g e

f or C o v er a g e

N on e

P r e -R e t i r e m

e n t P a ym e n t

C e r t ai nD e a

t h B e n e f i t :

A g eR e q

u i r e m e n t

N on e

S er v i c e



or 5 Y



9 9 9 .

A m o u n t

1 2 0 m

on t h l y p a ym e n t s of t h e p a r t i c i p a n t ’ s a c c r u e d b e n e f i t wi l l b e p a i d t o t h e b e n e f i c i a r y .

P r e -R e t i r e m

e n t L um p- s um

D e a t h B e n e

f i t :

A g eR e q

u i r e m e n t

N on e

S er v i c e


A c t i v e a t t i m e of d e a t h

A m o u n t

$ 2 5 0 f or e a c h P e n s i on C r e d i t , b u t n o t l e s s t h a n $ 1 , 0 0 0 a n d n o t m or e t h a n $ 2 , 5 0 0 .P a y a b l e i f t h e

s p o u s e ’ s b e n e f i t i s w a i v e d .



S E C T I ON

4 :




E I N

9 5 - 6 0 3 2 4 7 8 / P N 0 0 1

4 -2 2

P o s t -R e t i r e m e n t D e a t h B e n e f i t :

H u s b a n d a n d W i f e

I f m a r r i e d , p e n s i on b e n e f i t s a r e p a i d i n t h e f or m of a 5 0 % j oi n t a n d s ur vi v or a nn ui t y unl e s s t h i s

f or mi s r e j e c t e d b y t h e p a r t i c i p a n t a n d s p

o u s e .I f n o t r e j e c t e d , t h e b e n e f i t a m o un t o t h e r wi s e

p a y a b

l e i s r e d u c e d t or e f l e c t t h e j oi n t a n d s ur vi v or c o v e r a g e .I f r e j e c t e d , or

i f n o t m a r r i e d ,

b e n e f i t s a r e p a y a b l e f or t h e l i f e of t h e p a

r t i c i p a n t wi t h 1 2 0 p a ym e n t s g u a r a n t e e d wi t h o u t

r e d u c t i on , or i n a n y o t h e r a v a i l a b l e o p t i o

n a l f or m e l e c t e d b y t h e p a r t i c i p a n t

i n a n a c t u a r i a l l y

e q ui v a l e n t a m o un t .

L um p S um B e n e f i t a t R e t i r e m e n t :

E l i g i b i l i t y

P a r t i c

i p a n t m u s t r e t i r e on a R e g ul a r , S e r vi c e E a r l yR e t i r e m e n t , or Di s a b i l i t yP e n s i on .

A m o u n t

$ 2 5 0 f or e a c h P e n s i on C r e d i t , u p t o a m a

xi m um of $ 2 , 5 0 0 .T h e r e t i r i n g p a r t i c i p a n t m a y e l e c t t o

h a v e t h i s b e n e f i t p a i d t o t h e d e s i gn a t e d b

e n e f i c i a r y u p on t h e p a r t i c i p a n t ’ s d e a t h ,i nl i e u of

r e c e i v

i n gi t a t r e t i r e m e n t .

O p t i on al F o

r m s of P a ym e n t :

S i n gl e L i f e Ann ui t y wi t h 1 2 0 m on t h g u a

r a n t e e ; 5 0 %H u s b a n d a n d Wi f e ; 7 5 %H u s b a n d a n d Wi f e ;

S o c i a l S e c ur i t yL e v e l I n c om e O p t i on

P e n s i on Cr e d i t :

On e P

e n s i on C r e d i t f or e v e r y1 , 0 0 0 h o ur s of c o v e r e d e m pl o ym e n t .A p a r t i c i p a n t m a y e a r nm or e

t h a n o

n e P e n s i on C r e d i t i n e a c h pl a n y e a

r .

Y e ar s of S e r vi c e :

On e Y

e a r of S e r vi c e f or e v e r y pl a n y e a r

d ur i n g wh i c h a p a r t i c i p a n t w or k e d

1 , 0 0 0 or m or e h o ur s .

C on t r i b u t i o

nR a t e :

$ 5 . 5 5

a s of t h e v a l u a t i on d a t e ,i n c r e a s i n g

t o $ 5 . 9 5 on J ul y1 ,2 0 1 1 a n d t o $ 6

. 3 5 on J ul y1 ,2 0 1 2 .

T h e r e w e r e n o c h a n g e s i n pl a n pr o vi s i on s r e f l e

c t e d i n t h i s a c t u a r i a l v a l u a t i on .

5 1 1 8 7 0 1 v1 / 0 1 4 3

6 . 0 0 1



(a)


SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR)

SCHEDULE OF SHORT-TERM INVESTMENTS AND MONEY MARKET FUNDS

JUNE 30, 2011

(b) Identity of issue, borrower, lessor

or similar party

(c) Description of investment including maturity date, rate of

interest, collateral, par, or maturity value(d) Cost

(e) Current

Value

Various Financial institutions Cash - Savings accounts - Interest varies - Due on demand $ 7,514,140 $ 7,514,140

Dreyfus Government Cash MGMT. Money Market Funds 114,635,499 114,635,499

$ 122,149,639 $ 122,149,639

- 18-



(a)



SCHEDULE OF OBLIGATIONS OF U.S. GOVERNMENT AND FEDERAL AGENCIES

JUNE 30, 2011

(b) Identity of issue, borrower, (c) Description of investment including marurity date, rate of(d) Cost

lessor or similar party interest, collateral, par, or maturity value

U.S. Treasury Bond Par Value $ 405,000 4.750% due 02/15/41 $ 445,802

U.S. Treasury Bond Par Value 390,000 5.375% due 02/15/31 442,941

U.S. Treasury Note Par Value 4,850,000 2.625% due 11/15/20 4,501,449

U.S. Treasury Note Par Value 55,000 2.625% due 08/15/20 52,255

U.S. Treasury Note Par Value 270,000 3.125% due 01/31/17 286,076



U.S. Treasury Note Par Value 1,835,000 4.375% due 05/15/40 1,928,116U.S. Treasury Note Par Value 1,325,000 4.625% due 02/15/17 1,481,469

GNMA Pool 061996 Par Value 2,832 11.500% due 03/15/13 3,307


GNMA Pool 064112 Par Value 17,423 11.500% due 04/15113 20,342




GNMA Pool 412508 Par Value 37,471 7.000% due I 0115/25 40,188

GNMA Pool461116 Par Value 11,901 7.000% due 12/15/27 12,154






GNMA Poo1591923 Par Value 62,394 6.000% due 03/15/33 65,495






GNMA Pool 780058 Par Value 42,379 7.000% due 0 I /15/25 45,452


GNMA II Pool 003587 Par Value 76,927 7.000% due 07/20/34 82,504

GNMA II Pool 003613 Par Value 26,601 7.000% due 09/20/34 28,330

(e) Current

Value

$ 430,503

457,092

4,671,181

53,238

286,283

3,409,504

2,836,226

I 833,862

1,511,852

2,858

7,380

19,364

26,610

13,567

33,328

43,467

13,852

92,665

39,677

58,479

38,639

8,549

69,853

670,465

131,894

128,947

566,378

844,852

49,054

56,682

88,874

31,360

Carried forward . . . . $ 18,015,757 $ 18,526,535

- 19-



(a)(b) Identity of issue, borrower,

lessor or similar party

Forwarded . . . .

FNMA Pool 254089

FNMA Pool 255583

FNMA Pool 545186FNMA Pool 545490

FNMA Pool 555681

FNMA Pool 575078

FNMA Pool 797898

FNMA Pool 845497

FNMA Pool 879640

FNMA Pool 885504

FNMA Pool 887455

FNMA Pool 896567

FNMA Pool 933795

FNMA Pool 946624

FNMA Pool 960482

FNMA Pool 967690

FNMA Pool 974670

FNMA Pool AD5513

FNMA Pool AD8529

FNMA Pool AE0392

FHLMC Pool C00495

FHLMC Pool C00504

FHLMC Pool C80344

FHLMC Pool C80409

FHLMC Pool 065456

FHLMC Pool E99923

FHLMC Pool G04337

FHLMC Pool G04573

FHLMC Pool G04690

FHLMC Pool G05958

United Mexican States

FNMA Remic 91-23

FNMA Remic G92-31

FHLMC Gld Rm 1036-H12

FHLMC Pool 782760

FNMA Poo1922881

Total

(c) Description of investment including marurity date, rate of

interest, collateral, par, or maturity value

Par Value

Par Value

Par ValuePar Value

Par Value

Par Value

Par Value

Par Value

Par Value

Par Value

Par Value

Par Value

Par Value

Par Value

Par Value

Par Value

Par Value

Par Value

Par Value

Par Value

Par Value

Par Value

Par Value

Par Value

Par Value

Par Value

Par Value

Par Value

Par Value

Par Value

Par Value

Par Value

Par Value

Par Value

Par Value

Par Value

I 355,083

812,702

1,096,97668,054

30,346

72,508

13,234

6,760

8,736

10,327

6,086

5,088

375,082

922,734

1,125,484

1,337,159

1,133,977

862,997

1,096,172

448,751

16,970

25,470

8,172

8,521

23,395

540,811

351,209

1,304,714

839,497

858,305

598,000

249,960

296,631

22,319

6.000% due

5.500% due

5.500% due7.500% due

5.000% due

6.500% due

6.500% due

6.000% due

6.000% due

6.000% due

6.000% due

6.000% due

5.500% due

6.000% due

5.500% due

5.500% due

5.500% due

5.000% due

4.500% due

5.500% due

7.000% due

7.000% due

7.500% due

8.000% due

7.000% due

5.000% due

5.500% due

5.500% due

5.000% due

5.000% due

6.050% due

8.750% due

8.000%

9.000%

271,293 5.966%

due

due

due

due33,440 Fltg rate

-20-

11/01116

01101/20

12/01/1402/01/32

06/01/18

05/01/31

08/01/24

06/01/21

07/01/21

06/01/21

09/01/21

07/01/21

05101138

09/01/37

01/01/38

01/01/38

03/01/38

06/01/40

08/01/40

12/01/39

01/01/27

03/01/27

09/01/25

06/01/26

11/01/25

10/01118

04/01/38

07/01/38

09/01/38

08/01/40

01111/40

03/25/21

06/25/22

01/15/21

11/01/36

02/01/37

(d) Cost

$ 18,015,757

137,479

836,575

1,181,64870,723

30,844

75,702

13,474

6,790

8,774

10,372

6,113

5,133

399,404

997,994

1,197,762

1,430,188

1,205,382

900,753

1,155,923

481,075

16,902

25,173

8,275

8,572

23,267

553,233

373,818

1,394,005

878,848

899,678

606,121

256,300

282,305

20,412

274,034

135,160

(e) Current

Value

$ 18,526,535

147,705

884,194

I, 190,04779,889

32,802

82,511

15,023

7,409

9,617

11,318

6,670

5,577

405,968

1,015,151

1,219,216

1,448,520

1,227,352

918,687

1,135,737

486,334

19,610

29,466

9,504

10,139

27,002

584,414

380,238

1,412,557

892,490

913,022

636,272

256,300

282,305

20,412

291,259

142,427

$ 33,923,968 $ 34,763,679




SCHEDULE H, LINE 4i- SCHEDULE OF ASSETS (HELD AT END OF YEAR)

SCHEDULE OF CORPORATE OBLIGATIONS

JUNE 30, 2011

(a)(b) Identity of issue, borrower, lessor (c) Description of investment including maturity date, rate of

(d) Cost(e) Current

or similar party interest, collateral, par, or maturity value Value

Alcatel-Lucent Tech Par Value $ 866,000 2.875% due 06/15/25 $ 750,937 $ 844,350

Cubist Pharmaceuticals Par Value 307,000 2.500% due 11101117 296,817 427,498

Delta Petroleum Corp. Par Value 526,000 3.750% due 05/01/37 358,394 466,825

Old Republic Inti Par Value 780,000 8.000% due 05/15/12 955,708 874,575

Alcoa Inc. Par Value 260,000 6.150% due 08/15/20 266,802 275,439

Ally Financial Par Value 830,000 8.300% due 02/12/15 878,090 927,525

American Tower Par Value 290,000 4.625% due 04/01/15 294,133 305,298

Amphenol Corp. Par Value 315,000 4.750% due 11/15/14 314,411 343,208

Anadarko Petroleum Corp. Par Value 370,000 6.375% due 09/15/17 382,225 424,142

Anadarko Petroleum Corp. Par Value 295,000 5.950% due 09/15/16 334,223 332,049

Anheuser Busch Cos Inc. Par Value 130,000 4.500% due 04/01/18 94,166 138,258Arcelormittal Par Value 755,000 6.750% due 03/01/41 748,779 748,326

Arcelormittal Par Value 220,000 9.850% due 06/01/19 246,458 278,901

Axtel SAB Par Value 485,000 9.000% due 09/22/19 493,900 473,603

Bear Stearns Co. Par Value 435,000 6.400% due I 0/02/17 419,175 496,305

Bombardier Inc. Par Value 230,000 7.500% due 03/15118 230,000 257,600

Briggs & Stratton Par Value 335,000 6.875% due 12/15/20 335,000 355,100

Brocade Com Par Value 310,000 6.625% due 01/15/18 322,387 327,050

Bunge Ltd. Fin Par Value 285,000 4.100% due 03115/16 286,407 296,876Cablevision Systems Par Value 430,000 7.750% due 04115118 437,763 458,488CC Holdings Par Value 365,000 7.750% due 05/01/17 390,477 395,113Cellulosa Arauco Constitu Par Value 240,000 5.000% due 01121/21 237,823 238,056Chevron Phillips Par Value 305,000 8.250% due 06115119 304,985 378,145

Citigroup Inc. Par Value 755,000 6.500% due 08/19/13 787,807 821,108

Citizens Communication Par Value 945,000 7.875% due 01/15/27 937,388 921,375Coffeyville Par Value 365,000 10.875% due 04/01/17 360,660 414,275Columbia Healthcare Corp. Par Value 285,000 7.500% due 12115/23 283,528 268,612

Cox Communications Inc. Par Value 425,000 5.450% due 12115114 469,498 473,675Crane Co. Par Value 655,000 6.550% due 11115/36 651,686 686,984Denbury Resources Inc. Par Value 290,000 6.375% due 08/15/21 290,000 290,000Dubai Electricity & Water Par Value 225,000 8.500% due 04/22115 225,000 250,031Embarq Corp. Par Value 1,070,000 7.995% due 06/0 I /36 1,048,400 1,096,333

Energy Transfer Partner Par Value 720,000 6.050% due 06/01/41 718,178 697,766Enersis SA Par Value 145,000 7.375% due 01115/14 155,701 161,456Equifax Inc. Par Value 410,000 7.000% due 07/01/37 417,350 439,893Erac USA Finance Enterprise Par Value 285,000 5.250% due 10/01/20 283,241 302,297Expcdia Inc. Par Value 60,000 5.950% due 08/15/20 59,936 58,350Fiserv Inc. Par Value 570,000 3.125% due I 0/01/15 567,536 576,925

Carried forward ............... $ 16,634,969 $ 17,521,810

- 21 -




(d) Cost(e) Current


Forwarded ................. $ 16,634,969 $ 17,521,810

Ford Motor Cr Co. LLC Par Value 970,000 5.000% due 05115/18 970,000 966,683

Ford Motor Credit Co. Par Value 75,000 7.000% due I 0/01/13 57,360 80,151

Ford Motor Credit Co.Par Value 660,000 8.000% due 12/15116 646,913 742,163

Frontier Communications Par Value 50,000 8.250% due 04115/17 50,000 54,375

GATXCorp. Par Value 495,000 4.750% due 05115115 496,553 525,180

Gen Elec Cap Corp. Par Value 1,025,000 2.250% due 11/09115 982,320 1,007,565

Gen Elec Cap Corp. Par Value 400,000 5.300% due 02/11/21 398,588 416,216

Georgia Pac Corp. Par Value 550,000 7.375% due 12/01/25 504,829 621,384

Georgia-Pad fie Par Value 320,000 8.875% due 05/15/31 388,890 404,288

GMAC LLC Par Value 127,000 6.625% due 05115/12 158,233 129,540

GMAC LLC Par Value 189,000 8.000% due 11/01/31 322,207 204,592

Goldman Sachs Group Par Value 80,000 5.300% due 02114/12 79,914 82,066

Goldman Sachs Group Par Value 505,000 6.750% due I 0/01/37 482,413 504,990

HanesBrands Inc. Par Value 430,000 8.000% due 12/15116 455,907 459,025

HKCG Fin Ltd. Par Value 215,000 6.250% due 08/07118 213,536 246,343

Household Finance Co. Par Value 155,000 7.000% due 05/15/12 175,956 163,251

Hutchinson Wham Int. Par Value 240,000 5.750% due 09/11119 238,615 256,296Int Lease Finance Corp. Par Value 345,000 5.750% due 05115116 345,000 339,728

Inti Lease Finance Corp. Par Value 500,000 5.650% due 06101114 475,137 500,000

Inti Lease Finance Corp. Par Value 160,000 6.250% due 05/15/19 160,000 156,331

JP Morgan Chase Par Value 300,000 6.000% due 01115/18 330,117 333,645

Korea Development Bank Par Value 495,000 4.000% due 09/09116 492,584 506,202

Lear Corp. Par Value 155,000 7.875% due 03115/18 153,878 166,625

Medco Health Solutions Par Value 200,000 7.250% due 08/15/13 225,781 222,676

Merrill Lynch & Co. Par Value 730,000 6.875% due 04/25/18 764,910 807,687

Morgan Stanley Par Value 360,000 5.375% due I 0/15115 212,400 384,840

Morgan Stanley Par Value 745,000 5.750% due 01/25/21 745,836 753,813

Motorola Inc. Par Value 47,000 6.625% due 11/15/37 37,950 52,275

Motorola Inc. Par Value 75,000 7.500% due 05115/25 81,887 87,744

Myriad Int Holding Par Value 200,000 6.375% due 07/28117 200,000 216,000

National Semiconductor Par Value 490,000 3.950% due 04115115 487,954 520,943

Nii Capital Corp. Par Value 150,000 7.625% due 04/01121 150,000 156,750

Omnicare Inc. Par Value 195,000 7.750% due 06/01/20 196,117 206,944

Oneok Partners Par Value 335,000 8.625% due 03/01/19 388,776 425,892

Oshkosh Corp. Par Value 415,000 8.250% due 03/01117 444,055 445,087

Owens Corning Par Value 490,000 7.000% due 12/01/36 483,483 496,439

Parker Drilling Par Value 520,000 9.125% due 04/01/18 532,088 548,600

Petrobras Inti. Par Value 465,000 6.750% due 01/27/41 468,817 496,206

Petro bras I ntl. Par Value 370,000 6.875% due 01/20/40 364,272 393,961

Qtellntl. Par Value 210,000 7.875% due 06110/19 207,677 252,000

Qwest Corp. Par Value 100,000 8.875% due 03/15/12 106,000 105,250Reynolds America Par Value 685,000 7.250% due 06/15/37 692,429 738,204Rowan Companies Par Value 410,000 5.000% due 09/01/17 411,604 438,671

RoyalBk

Scotland Par Value 470,000 4.875% due 03/16/15 473,642 487,780RPM International Inc. Par Value 225,000 6.125% due I 0115/19 224,764 241,049

RR Donnelley & Sons Co. Par Value 525,000 7.250% due 05115/18 525,000 525,000

Service Corp. Inti. Par Value 290,000 7.000% due 05/15/19 291,156 305,225SK Telecom Par Value 300,000 6.625% due 07/20/27 296,403 335,004SLM Corp. Par Value 1,025,000 6.250% due 01/25/16 1,031,912 1,063,437SLM Corp. Par Value 130,000 5.625% due 08/01133 106,056 109,169

Carried forward ............... $ 35,364,888 $ 37,205,095

- 22-




(d) Cost(e) Current


Forwarded . . . . . . . . . . . . . . . . . $ 35,364,888 $ 37,205,095

SLM Corp. Par Value 280,000 5.000% due 04115/15 238,668 281,400

Smithfield Foods Inc. Par Value 150,000 10.000% due 07/15/14 144,301 174,000

Sprint Cap Corp. Par Value 1,035,000 6.875% due 11115/28 837,416 980,662

Suntrust Banks Inc. Par Value 570,000 3.600% due 04/15/16 569,778 575,529

Telemar Nort Leste SA Par Value 288,000 5.500% due I 0/23/20 220,614 284,400

Time Warner Cable Par Value 275,000 8.250% due 04/01/19 291,149 342,980

Timken Co. Par Value 305,000 6.000% due 09115/14 312,860 337,241

Transalta Corp. Par Value 445,000 4.750% due 01115115 457,705 475,211

Transocean Inc. Par Value 980,000 4.950% due ! I l l 5/15 994,630 1,060,115

True Move Co. Ltd. Par Value 490,000 10.750% due 12116/13 484,115 528,587

US Steel Corp. Par Value 170,000 6.650% due 06/01/37 164,748 149,175

US Steel Corp. Par Value 135,000 7.375% due 04/01/20 139,694 138,712

USG Corp. Par Value 305,000 6.300% due 11/15116 303,130 268,400

Valeant Pharmaceuticals Par Value 170,000 6.750% due 10/01/17 169,150 166,600

Valeant Pharmaceuticals Par Value 440,000 6.875% due 12/01/18 436,656 431,200

Vulcan Materials Par Value 295,000 6.500% due 12/01/16 295,000 293,183Whirlpool Corp. Par Value 720,000 4.850% due 06/15/21 719,762 712,188

Willis Group Holdings Par Value 305,000 4.125% due 03/15/16 303,435 310,957

Willis North America Inc. Par Value 385,000 6.200% due 03/28117 393,406 419,781

Windstream Corp. Par Value 885,000 7.500% due 04/01/23 917,081 885,000

Windstream Corp. Par Value 150,000 8.125% due 09/01/18 148,872 159,000

Collateralized Mortgage Backed Obligation

Citigroup/Deutsche Par Value 450,000 5.322% due 12/11/49 476,262 405,931

Citigroup/Deutsche Par Value 141,328 5.408% due 01/15/46 142,033 141,220

Conti Airlines Snkg Fd Par Value 225,000 4.750% due 01/12/21 225,000 219,375

Credit Suisse Mtg Cap Par Value 370,000 5.695% due 09/15/40 381,216 392,218

Credit Suisse Mtg Par Value 320,000 5.723% due 06/15/39 336,975 338,596

CWCapital Cobalt Par Value 145,000 5.484% due 04/15/47 153,744 153,926

E.F. Hutton Tr Par Value 36,221 9.950% due I 0/20/18 36,437 36,409

Greenwich Par Value 406,156 5.117% due 04/10/37 408,174 409,834

Greenwich Capital Fdg Par Value 890,000 5.736% due 12/10/49 703,761 955,014

GS Mtge Sees Corp. II Par Value 700,000 5.560% due 11/10/39 443,980 758,552

GS Mtge Sees Corp. II Par Value 890,000 5.993% due 08/10/45 941,775 955,504

LB-UBS Com! Mtg Tr Par Value 600,000 4.647% due 07/15/30 602,991 606,278

Merrill Lynch Par Value 90,000 5.378% due 08/12/48 95,688 95,018

Pan American Par Value 395,000 7.875% due 05/07/21 387,906 418,700

Wachovia Bk Cml Mtg Par Value 915,000 5.342% due 12/15/43 943,268 963,404

Wachovia Bk Cml Mtg Par Value 570,000 5.308% due 11/15/48 437,096 615,585

Corporate Variable Rate

Bear Stearns Cml Mtg Par Value 675,000 5.712% due 09111/38 678,708 743,336

BOA Par Value 610,000 Variable due I 0110/17 564,727 653,338

Greenwich Capital Par Value 265,000 Variable due 07110/38 217,321 294,214

JP Morgan Chase Cml Par Value 900,000 6.007% due 06115/49 953,051 970,648

Merrill Lynch Cml Mtg Par Value 910,000 5.485% due 03112/51 945,973 966,531

Carried forward ............... - 23 - $ 53,983,144 $ 57,273,047



(a)(b) Identity of issue, borrower, lessor

or similar party

Forwarded • • • • • • • • 0 • • • • • 0 ••

Corporate ABS

AESOP Funding II LLC

Ally Master Owner Tr

Americredit Auto Recs

Americredit Auto Recs

Centre Point Fng LLC

Countrywide

Hertz Vehicle Fing

World Financial Network

Total


interest, collateral, par, or maturity value

Par Value 395,000 3.630% due 08/20/14

Par Value 680,000 2.150% due 01115116

Par Value 185,000 1.170% due 01/08/16

Par Value 140,000 1.610% due I 0/08/15

Par Value 150,312 5.430% due 07/20/15

Par Value 323,243 4.615% due 02/25/35

Par Value 295,000 4.260% due 03/25/14

Par Value 440,000 4.660% due 05115/17

- 24-

(d) Cost

$ 53,983,144

394,960

680,443

184,976

139,990

150,252

322,994

294,982

471,281

$ 56,623,022

(e) Current

Value

$ 57,273,047

409,411

688,892

184,681

141,086

159,669

304,612

308,257

469,539

$ 59,939,194



.ill.



SCHEDULEOFCORPORATESTOCKS

JUNE 30, 2011

(b) Identity of issue, borrower, (c) Description of investment including maturity date,(d) Cost

lesser or similar party rate of interest, collateral, par, or maturity value

Preferred stock

PFD SLM Corp. l ,340 Shares $ 57,955

Common stock

3M Co. 11,300 Shares 892,780

AARCorp. 14,090 Shares 329,656

Abbott Laboratories 16,800 Shares 867,797

Abercrombie & Fitch Co. 5,060 Shares 358,077

Ace Limited 1,600 Shares 91,091ACI Worldwide Inc. 2,080 Shares 66,787

Adobe Sys Inc. 11,600 Shares 327,162

Adtran Inc. 7,790 Shares 255,975

AES Corp. 60,860 Shares 744,719

Aetna Inc. 24,548 Shares 671,957

Affiliated Managers Group Inc. 10,940 Shares 777,984

AFLAC Inc. 2,400 Shares 115,928

Agco Corp. 10,588 Shares 308,434

Ageas 189,315 Shares 542,420

Agilent Technologies Inc. 5,800 Shares 270,653

Agrium Inc. 4,600 Shares 316,941Air Products & Chemical Inc. 10,600 Shares 932,445

Akamai Technologies 900 Shares 39,673

Alaska Air Group Inc. 2,420 Shares 141,716

Albemarle Corp. 6,990 Shares 301, I ll

Alcoa Inc. 8,000 Shares 132,725

Alexion Pharmaceuticals Inc. 23,040 Shares 522,186

Allergan Inc. 5,500 Shares 327,181

Alliance Data Sys Corp. 23,020 Shares 1,691, 744

Alliant Techsystem 9,843 Shares 721,948

Allscripts Healthcare Solut 53,870 Shares 1,031,844

Alpha Natural Resources Inc. 5,295 Shares 268,995

Altera Corp. 5,000 Shares 132,264

Altria Group Inc. 33,800 Shares 709,493

Carried forward .............. . $ 13,949,641

-25-

(e) Current

Value

$ 63,663

1,071,805

381,698

884,016

338,615

105,31270,242

364,820

301,551

775,356

1,082,321

1,109,863

112,032

522,624

513,612

296,438

403,696

1,013,148

28,323

165,673

483,708

126,880

I ,083,571

457,875

2,165,491

702,101

1,042,660

240,605

231,750

892,658

$ 17,032, I 07



(b) Identity of issue, borrower, {c) Description of investment including maturity date,(d) Cost

(e) Current

...w.. lesser or similar 12ar!,y rate of interest, collateral, 12ar, or maturit;t value Value

Forwarded •• • 0 ••••••••••••• $ 13,949,641 $ 17,032,107

Amarin Corporation 26,360 Shares 443,652 380,375

Amazon Com Inc. 1,900 Shares 205,921 388,531

Ameren Corp. 74,550 Shares 1,918,665 2,150,022

American Axle & Mfg H1dgs Inc. 39,700 Shares 572,797 451,786American Express Co. 24,900 Shares 732,446 1,287,330

American International Group 500 Shares 20,408 14,660

American Water Works Co. Inc. 54,275 Shares 1,261,902 1,598,399

Ameriprise Financial Inc. 12,400 Shares 518,248 715,232

Amerisource-Bergen Corp. 18,390 Shares 470,122 761,346

Ameristar Casinos Inc. 15,025 Shares 335,628 356,243

Ametek 15,501 Shares 541,012 695,995

Amgen Inc. 3,000 Shares 177,911 175,050

Amphenol Corp. 1,100 Shares 60,479 59,389

Amtel Corp. 39,070 Shares 576,014 549,715

Anadarko Pete Corp. 13,000 Shares 711,754 997,880Analog Devices Inc. 2,200 Shares 84,762 86,108

Anglogold Ashanti 5,706 Shares 214,706 240,166

AON Corp. 14,289 Shares 621,411 733,026

Apache Corp. 7,700 Shares 900,893 950,103

Apartment Invt & Mgmt Co. 4,200 Shares 87,460 107,226

Apple Computer Inc. 16,300 Shares 2,763,098 5,471,421

Applied Industrial Tech Inc. 12,750 Shares 421,916 454,027

Applied Materials Inc. 1,600 Shares 20,494 20,816

Arch Capital Group Ltd. 9,513 Shares 244,770 303,655

Arch Coal Inc. 36,789 Shares 789,274 980,795

Arrow Electrics Inc. 15,900 Shares 560,481 659,850

Aruba Networks Inc. 11,830 Shares 294,955 349,576

Assurant Inc. 4,000 Shares 146,971 145,080

AT&T Inc. 122,100 Shares 3,639,589 3,835,161

Atlas Air Worldwide Holdings 4,625 Shares 261,444 275,234

Atmel Corp. 77,050 Shares 653,272 1,084,093

Autodesk Inc. 3,800 Shares 141,796 146,680

Automatic Data Processing Inc. 2,200 Shares 117,850 115,896

Autonation Inc. 1,800 Shares 48,794 65,898Autozone Inc. 1,600 Shares 376,493 471,760

Avago Technologies Ltd. 14,210 Shares 461,707 539,980

Avalonbay Cmntns Inc. 600 Shares 60,099 77,040

A very Dennison Corp. 3,600 Shares 145,729 139,068

Axis Capital Holdings 20,296 Shares 615,342 628,364

Carried forward ............... $ 36,169,906 $ 45,495,083

- 26-




(e) Current

ill lesser or similar Qa!:!Y rate of interest, collateral, Qar, or maturity value Value

Forwarded • 0 • • • • • • • 0 • •• 0 •• • $ 36,169,906 $ 45,495,083

Baker Hughes Inc. 5,822 Shares 371,047 422,444

Ball Corp. 6,200 Shares 208,666 238,452

Bank of America Corp. 30,600 Shares 472,503 335,376

BankofNew

York Mellon Corp. 9,100 Shares 251,376 233,142Bard Cr Inc. 600 Shares 65,060 65,916

Barno Corporation 350,140 Shares 663,322 1,334,033

Baxter Inti Inc. 4,500 Shares 264,058 268,605

BE Aerospace Inc. 44,940 Shares 1,487,284 1,834,002

Becton Dickinson & Co. 500 Shares 43,142 43,085

Bed Bath & Beyond Inc. 10,500 Shares 438,239 612,885

Berkshire Hathaway Inc. 8,015 Shares 569,171 620,281

Berry Petroleum Co. 2,570 Shares 128,339 136,544

Best Buy Inc. 38,223 Shares 1,299,652 1,200,584

Biogen Idee Inc. 1,100 Shares 87,736 117,612

Biomed Realty Trust Inc. 65,325 Shares 1,164,276 1,256,853B1ackrock Inc. 1,000 Shares 198,735 191,810

Block H.R. Inc. 5,100 Shares 80,658 81,804

BMC Software Inc. 8,710 Shares 324,000 476,437

Boeing Co. 13,700 Shares 1,017,362 1,012,841

Boise Inc. 48,600 Shares 277,949 378,594

Boston Pptys Inc. 200 Shares 13,148 21,232

Boston Scientific Corp. 12,900 Shares 89,189 89,139

Brigham Exploration Co. 21' 170 Shares 518,674 633,618

Brinker Inti Inc. 19,850 Shares 491,565 485,531

Bristol Myers Squibb Co. 14,200 Shares 323,162 411,232

Bristow Group Inc. 9,052 Shares 304,287 461,833

Broadcom Corp. 19,500 Shares 573,726 655,980

Brooks Automation Inc. 45,025 Shares 554,769 488,971

Brown-Forman Inc. 2,500 Shares 157,049 186,725

Buffalo Wild Wings Inc. 7,630 Shares 416,082 505,945

C H Robinson Worldwide Inc. 2,500 Shares 188,761 197,100

CA Inc. 3,900 Shares 90,727 89,076

Cablevision Sys Corp. 12,000 Shares 415,156 434,520

Cabot Corp. 13, I I 0 Shares 382,046 522,696

Cabot Oil & Gas Corp. 300 Shares 18,246 19,893

Caci Inti Inc. 6,850 Shares 350,686 432,098

Cadence Design Sys Inc. 73,650 Shares 760,206 777,744

Cameco Corp. 76,947 Shares 2,168,187 2,027,553

Cameron International Corp. 2,300 Shares 120,056 115,667

Carried forward ............... $ 53,518,203 $ 64,912,936

- 27-




(e) Current

ill lesser or similar a r t ~ rate of interest, collateral, Qar, or m a t u r i t ~ value Value

Forwarded •• • 0 0 • • • • • • • • • • 0. $ 53,518,203 $ 64,912,936

Campbell Soup Co. 600 Shares 20,223 20,730

Canadian Pac Ry Ltd. 7,316 Shares 347,377 455,933

Capital One Fin! Corp. 1,800 Shares 92,601 93,006

Capterpillar Tractor Co. 9,200 Shares764,677 979,432

Cardinal Health Inc. 400 Shares 17,586 18,168

Cardtronics Inc. 17,820 Shares 296,627 417,879

Care fusion 1,700 Shares 46,260 46,189

Carmax Inc. 4,800 Shares 159,401 158,736

Carnival Corp. 9,200 Shares 236,023 346,196

Carpenter Technology Corp. 5,270 Shares 274,552 303,974

Carprizo Oil & Gas Inc. 21,520 Shares 525,852 898,460

Casey's Gen Stores Inc. 19,580 Shares 825,565 861,520

Catalyst Health Solutions Inc. 12,230 Shares 584,171 682,679

Caterpillar Tractor Co. 9,000 Shares 651,868 958,140

CB Richard Ellis Group Inc. 16,110 Shares 336,405 404,522CBL & Assoc Pptys Inc. 50,800 Shares 433,381 921,004

CBS Corp. 7,500 Shares 177,998 213,675

Celanese Corp. 8,100 Shares 259,856 431,811

Celgene Corp. 18,400 Shares 921,758 1,109,888

Centene Corp. 11,690 Shares 213,290 415,346

Centerpoint Energy Inc. 3,200 Shares 44,594 61,920

Centrais Elec Bras 17,190 Shares 238,758 294,637

Centurylink Inc. 25,529 Shares 965,499 1,032,137

Cepheid Inc. 14,940 Shares 443,619 517,522

CemerCorp. 800 Shares 47,733 48,888

CF Industries Holdings Inc. 10,270 Shares 1,292,427 1,454,951

Check Point Software Tech 10,250 Shares 303,871 582,712

Cheesecake Factory Inc. (The) 18,360 Shares 573,012 575,953Chesapeake Energy Corp. 50,982 Shares 1,157,775 1,513,953Chevron Corp. 42,500 Shares 3,385,613 4,370,700Chicago Brdg & Iron Co. 25,110 Shares 526,026 976,779Chipotle Mexican Grill 200 Shares 52,044 61,638Choice Hotels Inti Inc. 1,490 Shares 48,595 49,706Church & Dwight Inc. 9,680 Shares 277,442 392,427Cigna Corporation 900 Shares 27,769 46,287Cincinnati Fin! Corp. 2,900 Shares 82,751 84,622Cisco Sys Inc. 103,400 Shares 2,308,761 1,614,074Citigroup 54,500 Shares 2,271,528 2,269,380Citrix Sys Inc. 6,230 Shares 285,908 498,400

Carried forward ............... $ 75,037,399 $ 91,096,910

-28-




(e) Current

J& lesser or similar Qartv rate of interest, collateral, Qar, or maturi!Y value Value

Forwarded • 0 •• •••••••••••• $ 75,037,399 $ 91,096,910

Cliffs Natural Resources Inc. 6,300 Shares 368,639 582,435

CMS Energy Corp. 58,375 Shares 807,993 I, 149,404

CNA Financial Corp. 14,395 Shares 332,698 418,175

Coach Inc. 800 Shares42,580 51,144

Coca-Cola Company 48,300 Shares 2,685,895 3,250,107

Coca-Cola Enterprises 13,100 Shares 292,334 382,258

Cognizant Technology Solutions 3,900 Shares 177,030 286,026

Coherent Inc. 6,310 Shares 358,280 348,754

Colgate Palmolive Co. 400 Shares 29,810 34,964

Comcast Corp. 31,400 Shares 540,511 795,676

Comerica Inc. 1,200 Shares 39,902 41,484

Complete Production Services 31,800 Shares 817,279 1,060,848

Compuware Corp. 15,400 Shares 168,856 150,304

Concur Technologies Inc. 6,990 Shares 277,241 349,989

Conocophillips 15,500 Shares 820,066 1,165,445Canso! Energy Inc. 15,230 Shares 601,879 738,350

Consoi.Edison Inc. 1,600 Shares 77,172 85,184

Constant Contact Inc. 21,220 Shares 577,031 538,563

Constellation Brands Inc. 14,800 Shares 279,707 308,136

Cooper Companies Inc. 23,706 Shares 1,277,701 I ,878,464

Com Prods Inti Inc. 4,250 Shares 236,738 234,940

Coming Inc. 36,600 Shares 681,944 664,290

Corporate Executive Brd Co. 22,296 Shares 884,327 973,220

Costco Wholesale Corp. 4,200 Shares 320,980 341,208

Coventry Health Care Inc. 14,170 Shares 451,448 516,780

Coviden 6,800 Shares 359,206 361,965

Crane Co. 9,110 Shares 312,576 450,125

Cresud 15,288 Shares 169,623 248,277

CSX Corp. 66,600 Shares 1,276,313 1,746,252

Cubist Pharmaceuticals 17,560 Shares 572,953 631,984

Cummins Engine Inc. 3,000 Shares 282,228 310,470

CVS Corporation 20,600 Shares 717,806 774,148

Cypress Semiconductor Corp. 19,400 Shares 302,347 410,116

Cypress Semiconductor Corp. 21,040 Shares 357,455 444,786

Cytec Inds Inc. 9,990 Shares 557,007 571,328

D T E Energy Co. 1,400 Shares 63,327 70,028

Daiwa Securities Gr 186,750 Shares 981,119 816,284

Danaher Corp. 400 Shares 15,921 21,196

Darden Restaurants Inc. 8,600 Shares 195,750 427,936

Carried forward ............... $ 94,349,071 $114,727,953

-29-




(e) Current

J&. lesser or similar Q a r t ~ rate of interest, collateral, Qar, or m a t u r i ~ value Value

Forwarded • •• 0 0 •• 0 0 ••••• 0. 0 $ 94,349,071 $114,727,953

Davita Inc. 900 Shares 76,923 77,949

Dean Foods Co. 85,969 Shares 833,610 1,054,840

Deckers Outdoor Corp. 7,920 Shares 709,708 698,069

Deere&

Co. 17,900 Shares 1,146,732 1,475,855Denbury Res Inc. 48,475 Shares 1,137,755 969,500

Dendreon Corp. 17,210 Shares 682,652 678,762

Devon Energy Corporation 11,300 Shares 895,923 890,553

Diamond Foods Inc. 5,680 Shares 214,886 433,611

Dicks Sporting Goods Inc. 14,140 Shares 517,975 543,683

Diodes Inc. 7,720 Shares 254,415 201,492

Directv 10,500 Shares 381,813 533,610

Discover Financial Services 61,700 Shares 1,069,547 1,650,475

Discovery Communications 15,880 Shares 568,721 650,445

Disney (Walt) Productions 38,100 Shares 1,144,822 1,487,424

Dollar General Corp. 16,000 Shares 509,414 542,240Dominion Res Inc. 7,300 Shares 312,281 352,371

Dover Corp. 200 Shares 7,246 13,560

Dow Chemical Co. 37,500 Shares 1,083,470 1,350,000

Dr. Pepper Snapple Group Inc. 1,300 Shares 41,603 54,509

Dreamworks Animation 11,350 Shares 310,115 228,135

DuPont (E.I.) de Nemours & Co. 41,800 Shares 1,762,612 2,259,290

Duke Energy Corp. 1,900 Shares 33,513 35,777

Dun & Bradstreet Corp. 1,500 Shares 120,398 113,310

Dupont Fabros Technology 18,500 Shares 330,172 466,200

E.O.G. Resources 200 Shares 18,085 20,910

Eastman Chern Co. 7,400 Shares 708,222 755,318

Eaton Corp. 18,000 Shares 802,963 926,100

Ebay Inc. 35,000 Shares 1,091,128 1,129,450

Edison International 1,200 Shares 46,371 46,500

Edwards Lifesciences Corp. 1,500 Shares 125,273 130,770

El Paso Corp. 9,300 Shares 126,456 187,860

EMC Corp. 62,500 Shares 1,086,117 1,721,875

Emcor Group Inc. 18,260 Shares 520,202 535,20 I

Emerson Electric Co. 19,900 Shares 968,610 1,119,375

Endurance Specialty Hldgs 6,687 Shares 270,917 276,374

Energen Corp. 15,100 Shares 878,668 853,150

Energy XXI Bermuda Ltd. 27,558 Shares 682,309 915,477

Enersys 45,430 Shares 1,079,759 1,563,700

Entropic Communications Inc. 62,670 Shares 598,977 557,136

Carried forward ............... $117,499,434 $142,228,809

- 30-




(e) Current

l& lesser or similar Qar.!Y rate of interest1

collateral1 12ar1

or maturit:t value Value

Forwarded . . . • • • • 0 • • • • • • • • • $117,499,434 $ 142,228,809

Equinix Inc. 10,940 Shares 1,016,215 I, 105,\59

Equity Residential Pptys Tr 3,\00 Shares 139,127 \86,000

Estee Lauder Companines 7,480 Shares 372,787 786,821

Esterline Technologies Corp. 6,030 Shares 434,146 460,692

Exelon Corporation 3,300 Shares 150,582 141,372

Expedia Inc. 600 Shares 13,802 17,394

Expeditors Inti Wash Inc. 9,780 Shares 479,785 500,638

Express Scripts Inc. \1,200 Shares 502,049 604,576

Exxon Mobil Corp. 89,187 Shares 6,667,144 7,258,038

F M CCorp. 100 Shares 7,714 8,602

F5 Networks Inc. 8,370 Shares 903,957 922,792

Fair Isaac Corporation 22,470 Shares 676,854 678,594

Family Dollar Stores 5,500 Shares 243,578 289,080

Fastenal Co. 400 Shares 10,262 14,396

Federated Investors Inc 3,400 Shares 88,427 81,056Fedex Corp. 7,000 Shares 6\5,850 663,950

FEI Co. 27,090 Shares 977,714 1,034,567

Ferro Corp. 30,450 Shares 450,034 409,248

Fifth Third Bancorp 65,825 Shares 808,821 839,269

Finisar Corporation 14,760 Shares 310,706 266,123

First Horizon Nat! Corp. 9,706 Shares 2

First Niagara Fin! Group Inc. 106,190 Shares 1,087,103 1,401,708

First Solar Inc. 800 Shares 108,851 105,816

Firstenergy Corp. 4,534 Shares 171,353 200,176

Firstmerit Corp. 10,970 Shares 177,683 181,115

Fiserv Inc. 3,300 Shares 202,420 206,679

Flextronics Inti Ltd. 50,873 Shares 440,349 326,605

Flowserve Corp. 200 Shares 24,594 21,978

Fluor Corp. 8,800 Shares 555,732 569,008

FMC Corp. 12,000 Shares 809,929 1,032,240

FMC Technologies Inc. 7,300 Shares 313,126 326,967

Foot Locker Inc. \9,650 Shares 466,176 466,884

Ford Mtr Co. 80,700 Shares 966,605 1,\12,853

Forest Labs Inc. 28,686 Shares 839,645 1,128,507

Fortune Brands 1,200 Shares 65,525 76,524

Forward Air Corp. 6,940 Shares 231,547 234,503

Fossil Inc. 2,910 Shares 79,174 342,565

Franklin Resources 200 Shares 24,071 26,258

Freeport-McMoran Copper & Gold 20,280 Shares 843,229 1,072,812

Carried forward ............... $139,776,101 $167,330,376

- 31 -




(e) Current

...w_ lesser or similar Q a r ~ rate of interest2

collateral2 Qar2 or maturity value Value

Forwarded ••••••••• 0. 0 • • • • • $139,776,101 $167,330,376

Fresh Delmonte Produce Inc. 31,660 Shares 660,841 844,372

Frontier Communications 15,900 Shares 130,691 128,313

Fulton Financial Corp. 44,100 Shares 363,667 472,311

Gannett Co. Inc.1,800

Shares 24,754 25,776General Dynamics Corp. 8,400 Shares 629,605 625,968

General Electric Co. 162,000 Shares 4,042,120 3,055,320

General Mills 1,500 Shares 54,543 55,830

General Motors Co. 14,300 Shares 484,573 434,148

Genesee & Wyo Inc. 4,980 Shares 279,813 292,027

Genpact Ltd. 23,810 Shares 395,378 410,484

Genuine Parts Co. 1,000 Shares 51,769 54,400

Gilead Sciences Inc. 11,200 Shares 477,960 463,792

Glatfeleter Co. 20,850 Shares 270,053 320,673

GNC Holdings Inc. 18,020 Shares 323,327 393,016

Gold Fields Ltd. 99, I 08 Shares 1,308,018 1,445,986Goldman Sachs Group Inc. 10,100 Shares 1,222,927 1,344,209

Goodrich B.F. 2,000 Shares 122,575 191,000

Google Inc. 5,700 Shares 3,159,775 2,886,366

Grainger W.W. 1,400 Shares 122,212 215,110

Green Mountain Coffee Roasters 9,470 Shares 300,705 845,292

Guess Inc. I 0,810 Shares 469,719 454,669

Guoco Group 11,556 Shares 279,042 281,966

H 1 Heinz Co. 1,000 Shares 53,044 53,280

Hain Celestial Group Inc. 18,875 Shares 484,830 629,670

Halliburton Co. 27,800 Shares 983,306 1,417,800

Hansen Natural Corp. 7,110 Shares 287,366 575,555

Harley Davidson Inc. 15,850 Shares 611,653 649,374

Harman International 500 Shares 22,055 22,785

Harris Corp. 11,670 Shares 530,108 525,850

Hartford Financial Service 32,500 Shares 907,304 857,025

Hasbro Bradley Inc. 2,900 Shares 129,450 127,397

Health Care Reait Inc. 400 Shares 20,661 20,972

Health Mgmt Assoc. 148,930 Shares 1,145,564 1,605,465

Health Net Inc. 34,600 Shares 901,148 I, II 0,314

Healthspring Inc. 7,700 Shares 333,457 355,047

Helmerich & Payne 3,900 Shares 223,002 257,868

Hershey Foods Corp. 700 Shares 33,116 39,795

Hertz Global Holdings Inc. 52,775 Shares 737,661 838,067

Hess Corp. 12,400 Shares 997,831 927,024

Carried forward ............... $163,351,724 $192,584,692

- 32-



(b) Identity of issue, borrower, {c) Description of investment including maturity date,(d) Cost

(e) Current

J& lesser or similar Qart:y rate of interest, collateral, Qar, or maturity value Value

Forwarded . . . . . . . . . . . . . . . . . $163,351,724 $192,584,692

Hewlett-Packard Co. 28,900 Shares 1,279,632 1,051,960

Hexcel Corp. 20,270 Shares 436,068 443,710

Hill-Rom Holdings Inc. 5,440 Shares 198,972 250,458

HJ Heinz Co. 10,200 Shares 452,312 543,456Home Depot Inc. 45,800 Shares 1,369,564 1,658,876

Home Properties Inc. 18,925 Shares 870,037 1,152,154

Honeywell Inti Inc. 28,300 Shares 1,319,173 1,686,397

Horrnel Foods Corp. 7,600 Shares 188,493 226,556

Host Hotels & Resorts Inc. 3,409 Shares 42,979 57,783

Humana Inc. 700 Shares 31,542 56,378

Huntington Bashares 206,550 Shares 1,443,901 1,354,968

Huntsman Corp. 33,225 Shares 476,298 626,291

lAC/Interactive Corp. 26,700 Shares 549,236 1,019,139

Iconix Brand Group Inc. 25,060 Shares 520,010 606,452

Idacorp Inc. 21,701 Shares 650,650 857,190Idex Corp. 12,950 Shares 427,462 593,758

Illinois Tool Works 1,200 Shares 66,006 67,788

Incyte Corp. 12,510 Shares 221,452 236,939

Ingersoll-Rand 15,300 Shares 712,459 694,773

Ingram Micro Inc. 57,252 Shares 983,162 1,038,551

Innophos Holdings Inc. 7,000 Shares 295,260 341,600

Intel Corp. 127,500 Shares 2,721,721 2,825,400

Intercontinental Exchange Inc. 5,010 Shares 582,178 624,797

Intercontinental Hotels 19,400 Shares 410,430 400,998

Intergrays Energy Group Inc. 400 Shares 18,829 20,736

International Business Machines 30,100 Shares 3,381,356 5,163,655

Intern'! Flavors & Fragrances 900 Shares 41,190 57,816

Intern'! Paper Co. 800 Shares 24,753 23,856

Interpublic Group 4,800 Shares 51,571 60,000

Intuit Inc. 400 Shares 19,202 20,744

Invesco Ltd. 43,900 Shares 969,121 1,027,260

Iron Mtn Inc. 800 Shares 26,281 27,272

Ishares Russell 2000 Growth 5,440 Shares 483,327 515,984

lTC Holdings Corp. 11,120 Shares 542,264 798,082

IXIA 20,450 Shares 327,378 261,760

J P Morgan Chase & Co. 24,000 Shares I ,015,953 982,560

Jacobs Engr Group Inc. 13,160 Shares 496,302 569,170

Japan Steel Works Ltd. 3,841 Shares 267,617 261,107

Jarden Corp. 29,720 Shares 807,484 1,025,637

Carried forward ............... $188,073,349 $221,816,703

- 33-




(e) Current

ill lesser or similar Qarty rate of interest, collateral, 12ar, or maturity value Value

Forwarded •••••••• • • • • • • • • $188,073,349 $221,816,703

Jazz Pharmaceuticals Inc. 8,770 Shares 290,486 292,479

JDS Uniphase Corp. 7,800 Shares 102,208 129,948

Johnson & Johnson 44,700 Shares 2,741,152 2,973,444

Johnson Controls Inc. 7,300 Shares 285,859 304,118Jones Lang LaSalle Inc. 8,190 Shares 694,860 772,317

Joy Global inc. 9,160 Shares 848,779 872,398

JP Morgan Chase & Co. 37,300 Shares 1,666,091 I 527,062

JSC Rushydro 120,556 Shares 612,325 577,584

Juniper Networks Inc. 10,900 Shares 377,177 343,350

KBR Inc. 29,950 Shares 990,608 1,128,815

Kellogg Co. 1,300 Shares 73,573 71,916

Kennemetal Inc. 31,350 Shares 844,884 1,323,283

Key Energy Services Inc. 45,380 Shares 772,512 816,840

Keycorp 156,750 Shares 1,349,687 1,305,727

Kforce Inc. 12,500 Shares 221,923 163,500Kimberly-Clark Corp. 2,900 Shares 172,763 193,024

Kimco Rlty Corp. 400 Shares 5,715 7,456

Kinross Gold Corp. 109,314 Shares 1,992,717 1,727,161

KLA Instrs Corp. 4,500 Shares 202,218 182,160

Kodiak Oil& Gas Corp. 72,530 Shares 448,736 418,498

Kom Ferry Inti 8,680 Shares 191,047 190,873

Kraft Foods Inc. 40,500 Shares 1,196,997 1,426,815

Kroger Co. 80,886 Shares I ,681,457 2,005,973

L S I Logic Corp. 7,300 Shares 49,750 51,976

Laboratory Corp. Amer Hldgs 1,400 Shares 133,772 135,506

LaSalle Hotel Properties 16,030 Shares 386,012 422,230

Layne Christensen Company 19,197 Shares 545,640 582,437

Lear Corp. 42,274 Shares 1,796,771 2,260,814

Leucadia National Corp. 8,800 Shares 305,461 300,080

Liberty Media-Starz 4,180 Shares 323,034 314,503

Lilly (Eli) & Co. 2,600 Shares 90,546 97,578

Limited Inc. 9,500 Shares 213,174 365,275

Lincoln National Corp. 45,650 Shares 1,194,704 1,300,568

Linear Technology Corp. 700 Shares 23,531 23,114

Lions Gate Entmt Corp. 72,520 Shares 446,638 480,082

Littelfuse Inc. 4,180 Shares 166,583 245,450

LKQ Corporation 17,550 Shares 448,931 457,880

Lockheed Martin Corp. 200 Shares 14,792 16,194

Loews Corp. 24,281 Shares 834,594 1,021,987

Carried forward ............... $212,811,056 $248,647,118

-34-




(e) Current

J.& lesser or similar Qart::t rate of interest, collateral, Qar, or maturity value Value

Forwarded •••• 0 •• 0 • • • • • • • 0. $212,811,056 $248,647,118

Lowes Companies 3,700 Shares 85,307 86,247

LSB Industries 7,670 Shares 227,968 329,196

M & TBank 200 Shares 15,471 17,590

Macy's Inc.66,065

Shares 1,537,631 1,931,741Manpower Inc. 2,670 Shares 141,303 143,245

Marathon Oil Corp. 26,200 Shares 1,198,717 1,380,216

Marketaxes Holdings Inc. 10,800 Shares 239,320 270,648

Marriott Inti Inc. 5,020 Shares 50,664 46,137

Marsh & McLennan Co. 40,975 Shares 994,935 1,278,010

Masco Corp. 5,900 Shares 74,210 70,977

Masimo Corp. 33,120 Shares 1,044,466 983,002

Mastercard Inc. 200 Shares 54,719 60,268

Mattei Inc. 800 Shares 17,208 21,992

Maximus Inc. 7,800 Shares 578,583 645,294

McCormick & Co. Inc. 3,400 Shares 157,432 168,538McDermott Inti Inc. 22,300 Shares 512,014 441,763

McDonald's Corp. 29,900 Shares 1,694,088 2,521 '168

McGraw Hill Companies Inc. 3,200 Shares 122,655 134,112

McKesson Corporation 10,200 Shares 772,442 853,230

Mead Johnson Nutrition Co. 4,800 Shares 243,147 324,240

Meadwestvaco Corp. 24,500 Shares 718,013 816,095

Medco Health Solutions Inc. 1,300 Shares 74,426 73,476

Medicis Pharmaceutical Corp. 11,540 Shares 430,961 440,482

Mednax Inc. 7,670 Shares 564,508 553,697

Medtronic Inc. 13,600 Shares 547,858 524,008

Mens Wearhouse Inc. 20,180 Shares 668,498 680,066

Merck & Co. Inc. 46,094 Shares 1,673,456 1,626,657

Metlife Inc. 27,919 Shares 1,139,749 1,224,807

Metropcs Communications Inc. 59,500 Shares 843,833 1,023,995

Microchip Tech Inc. 16,400 Shares 531,718 621,724

Micron Technology Inc. 32,300 Shares 288,819 241,604

Micros Sys Inc. 7,010 Shares 185,001 348,467

Microsoft Corp. 137,100 Shares 3,864,964 3,564,600

Middleby Corp. 4,990 Shares 404,043 469,260

Monsanto Co. 2,200 Shares 147,067 159,588

Monster Worldwide Inc. 3,500 Shares 50,697 51,310

Motorola Mobility Holdings Inc. 6,500 Shares 177,162 143,260

Motorola Solutions Inc. 2,300 Shares 91,709 105,892

MSC Indl Direct Inc. 9,570 Shares 491,485 634,587

Carried forward ............... $235,467,303 $273,658,307

- 35-




(e) Current

ill lesser or similar 12a!:!Y rate of interest, collateral, 12ar, or maturity value Value

Forwarded •• 0 ••• 0 • • • • • • • • • • $235,467,303 $273,658,307

MSCI Inc. 7,900 Shares 271,365 297,672

Mueller Inds Inc. 1,210 Shares 31,880 45,871

Murphy Oil Corp. 3,800 Shares 267,621 249,508

Mylan Laboratories 7,300 Shares 127,226 180,091Nabors Industries Ltd. 2,000 Shares 52,779 49,280

National Oilwell Varco Inc. 15,700 Shares I ,093,857 1,227,897

Netapp Inc. 12,730 Shares 433,287 671,889

Nettlex Inc. 1,000 Shares 197,490 262,690

Netgear Inc. 17,690 Shares 458,929 773,407

Netlogic Microsystems Inc. 22,330 Shares 709,583 902,578

Newell Rubberrnaid Inc. 7,400 Shares 141,643 116,772

Newfield Expl Co. 1,800 Shares 127,272 122,436

· Newmont Mining 800 Shares 46,454 43,176

News Corp. Inc. 8,300 Shares 98,013 146,910

Nexen Inc. 48,240 Shares 1,065,489 1,085,400Nextera Energy Inc. 2,600 Shares 138,319 149,396

Nicor Inc. 300 Shares 12,468 16,422

Nike Inc. 4,600 Shares 320,827 413,908

Nisource Inc. 45,725 Shares 762,304 925,931

Noble Corporation 2,100 Shares 78,203 82,761

Noble Energy Inc. 200 Shares 18,063 17,926

Noranda Aluminum Holding Corp. 73,925 Shares 881,964 1,119,224

Nordstrom Inc. 23,790 Shares 837,475 1,116,703

Norfolk Southern Corp . 1,000 Shares 60,341 74,930

Northeast Utilities 7,800 Shares 233,416 274,326

Novagold Resources Inc. 97,728 Shares 687,627 899,098

Novellus Sys Inc. 15,900 Shares 361,490 574,626

Nu Skin Enterprises Inc. 8,900 Shares 223,589 334,195

Nuvasive Inc. 26,600 Shares 883,895 874,608

Nvidia Corp. 26,100 Shares 452,312 415,904

NYSE Euronext 800 Shares 23,592 27,416

Oasis Petroleum Inc. 21,630 Shares 675,001 641,978

Occidental Petroleum Corp. 15,200 Shares 979,115 I ,581,408

Oil States International Inc. 19,845 Shares 931,564 1,585,814

Old Dominion Freight Line Inc. 14,580 Shares 525,298 543,834

Omnicom Group 2,500 Shares 120,301 120,400

Omnivision Technologies 17,410 Shares 465,177 606,042

Oneok Inc. 4,200 Shares 251,296 310,842

Onyx Pharmaceuticals Inc. 7,400 Shares 314,242 261,220

Carried forward ............... $250,828,070 $292,802,796

-36-




(e) Current

J.& lesser or similar Qarty rate of interest2 collateral: Qar, or a t u r i ~ value Value

Forwarded ••••• 0 0 ••• 0 • • • • • • $250,828,070 $292,802,796

Oracle Corporation 94,800 Shares 1,882,410 3,119,868

O'Reilly Automotive Inc. 2,000 Shares 108,903 131,020

Owens Coming Inc. 18,300 Shares 669,675 683,505

Owens Ill Inc.15,100

Shares443,553

389,731P P G Industries Inc. 3,600 Shares 296,104 326,844

Paccar Inc. 2,400 Shares 124,730 122,616

Pall Corp. 2,000 Shares 113,004 112,460

Parker Hannifin Corp. 6,450 Shares 462,394 578,823

Patterson-UTI Energy Inc. 22,790 Shares 550,891 720,392

Paychex Inc. 7,300 Shares 227,053 224,256

Peabody Energy Corp. 1,200 Shares 73,135 70,692

Penn Nat! Gaming Inc. 17,660 Shares 703,094 712,404

Penney (J.C.) Co. Inc. 6,000 Shares 216,827 207,240

Pentair Inc. 27,650 Shares 1,001,110 1,115,954

Pepco Hldgs Inc. 10,900 Shares 191,008 213,967Pepsico Inc. 35,625 Shares 2,311,535 2,509,069

Perkinelmer Inc. 20,577 Shares 475,190 553,727

Perrigo Co. 9,510 Shares 614,630 835,644

Petrobras Argentina S.A. 12,985 Shares 220,250 251,519

Petsmart Inc. 12,398 Shares 405,331 562,497

Pfizer Inc. 147,654 Shares 2,813,081 3,041,672

Pharmasset Inc. 4,980 Shares 144,610 558,756

Philip Morris International 18,500 Shares 910,705 1,235,245

Phillips Van Heusen Corp. 14,846 Shares 667,893 971,968

Pier I Imports Inc. 46,825 Shares 517,439 541,765

Pinnacle West Cap Corp. 1,000 Shares 37,851 44,580

Pioneer Nat Res Co. 7,900 Shares 560,224 707,603

Plains Expl & Prodtn Co. 23,644 Shares 829,245 901,310

Plum Creek Timber Co. Inc. 1,200 Shares 48,126 48,648

PNC Financial Services Group 11,700 Shares 421,003 697,437

Polo Ralph Lauren Corp. 800 Shares I 00,553 106,088

Polycom Inc. 10,430 Shares 428,194 670,649

Polyone Corp. 19,800 Shares 153,547 306,306

Polyus Gold 64,243 Shares 1,697,704 2,001,491

Praxair Inc. 3,900 Shares 351,693 422,721

Price Group Inc. 1,500 Shares 96,185 90,510

Priceline Com Inc. 600 Shares 193,794 307,158

Principle Financial Group 1,700 Shares 54,627 51,714

Procter & Gamble Co. 55,200 Shares 3,421,319 3,509,064

Carried forward ............... $275,366,690 $322,459,709

- 37-




(e) Current

1& lesser or similar Qar!}: rate of interest1

collateral 1 Qar1

or maturity value Value

Forwarded •••••••••••• 0 •••• $275,366,690 $322,459,709

Progress Energy Inc. 400 Shares 18,723 19,204

Progress Software Corp. 43,575 Shares 1,086,007 1,051,465

Progressive Corp. 1,200 Shares 25,049 25,656

Prologis Inc.669 Shares 24,229

23,977Prosperity Bancshares Inc. 35,430 Shares 1,361,024 1,552,543

Prudential Fin! Inc. 2,600 Shares 130,940 165,334

Public Service Enterprise 400 Shares 12,654 13,056

QEP Resources Inc. 200 Shares 6,198 8,366

Qualcomm Inc. 40,900 Shares 1,850,901 2,322,711

Quality Systems Inc. 5,130 Shares 349,629 447,849

Quest Diagnostics Inc. 900 Shares 52,830 53,190

Questcor Pharmaceuticals 11,670 Shares 270,306 281,247

Range Res Corp. 15,119 Shares 559,131 839, I05

Raymond James Fin llnc. 56,260 Shares 1,700,091 1,808,759

Red Hat Inc. 5,790 Shares 207,704 265,761Regions Finl Corp. 400 Shares 2,521 2,480

Reynolds Amem Inc. 4,900 Shares 131,369 181,545

Riverbed Technology Inc. 11,630 Shares 224,414 460,432

Robbins & Myers Inc. 7,210 Shares 326,741 381,049

Robert Half Inti Inc. 1,800 Shares 49,115 48,654

Rockwell Automation Inc. 3,400 Shares 175,320 294,984

Rockwood Holdings Inc. 14,230 Shares 646,465 786,777

Roper Industries Inc. 8,018 Shares 499,717 667,899

Rosetta Resources Inc. 12,470 Shares 526,644 642,704

Ross Stores Inc. 4,200 Shares 271,064 336,504

Rowan Cos. Inc. 5,700 Shares 201,318 221,217

Ryder System Inc. 22,875 Shares 1,133,575 1,300,444

Saic Inc. 52,227 Shares 893,818 878,458

Saint Jude Medical Inc. 500 Shares 23,197 23,840

Salesforce.Com Inc. 1,100 Shares 106,495 163,878

Salix Pharmaceuticals Ltd. 14,710 Shares 549,128 585,899

Sara Lee Corp. 15,100 Shares 233,090 286,749

SBA Communications Corp. 12,700 Shares 394,898 485,013

Scana Corp. 600 Shares 23,952 23,622

Sch1umberger Ltd. 29,034 Shares 2,193,791 2,508,538

Scripps Networks Interactive 300 Shares 12,982 14,664

Seadrill Limited 8,500 Shares 323,736 299,880

Sealed Air Corp. 3,300 Shares 88,259 78,507

Seattle Genetics Inc. 19,440 Shares 299,503 398,909

Carried forward ............... $292,353,218 $342,410,578

-38-




(e) Current

ill lesser or similar Qartv rate of interest2

collateral 2 12ar2 or maturity value Value

Forwarded . . . . . . . . . . . . . . . . . $292,353,218 $342,410,578

Select Comfort Corp. 16,370 Shares 273,856 294,333

Shaw Group Inc. 17,116 Shares 514,103 517,074

Sherwin-Williams Co. 300 Shares 24,667 25,161

Sigma Aldrich Corp. 3,800 Shares 242,357 278,844Signature Bank 16,000 Shares 562,789 9!5,200

Signet Jewelers Ltd. 36,470 Shares 1,482,266 1,707,161

Silver Standard Resources 31,750 Shares 662,363 847,407

Simon Property Group Inc. 1,809 Shares 144,882 210,260

Sirona Dental Systems Inc. 14,900 Shares 1,010,095 1,162,359

SK Telecom Ltd. 21,890 Shares 752,206 827,269

Skywest Inc. 79,829 Shares 1,067,108 1,202,225

SLM Corp. 48,400 Shares 790,689 813,604

SM Energy Co. 7,710 Shares 564,593 566,531

Smithfield Foods Inc. 31,350 Shares 714,775 685,624

Smucker J M Co. 400 Shares 30,709 30,576Snap-On Inc. 19,370 Shares 1,090,415 1,210,238

Solzayme Inc. 12,840 Shares 267,561 294,935

Southern Co. 8,200 Shares 300,548 331,116

Spectra Energy Corp. 2,600 Shares 70,899 71,266

Spirit Aerosystems 16,500 Shares 306,661 363,000

St Barbara Mines Ltd. 45,771 Shares 533,046 478,994

Starbucks Corp. 2,800 Shares 77,402 110,572

Starwood Hotels & Resorts 2,100 Shares 101,997 117,684

State Str Corp. 900 Shares 41,344 40,581

Steelcase Inc. 37,810 Shares 410,462 430,656

Stericycle Inc. 2,800 Shares 240,039 249,536

Stifel Financial Corp. 15,375 Shares 648,144 551,347

Stryker Corp. 800 Shares 46,632 46,952

Successfacttors Inc. 1,390 Shares 42,994 40,866

Sumitomo Mitsui Tr 185,031 Shares 675,853 639,282

Summit Hotel Properties Inc. 40,500 Shares 395,541 459,675

Sunoco Inc. 4,000 Shares 147,981 166,840

Superior Energy Svcs Inc. 16,500 Shares 552,854 612,810

SVB Financial Group 7,000 Shares 403,015 417,970

Swift Energy Co. 21,840 Shares 735, !55 813,977

SXC Health Solutions 22,330 Shares 687,494 1,315,684

Symantec Corp. 1,200 Shares 23,360 23,664

Synopsys Inc. 17,940 Shares 413,921 461,237

Syntel Inc. 4,850 Shares 270,008 286,732

Carried forward ............... $309,674,002 $362,029,820

-39-




(e) Current

ill lesser or similar Qarty rate of interest2collateral

2 Qar 2or maturity value Value

Forwarded • 0 0 •• 0 •• • 0 0 • • • • • • $309,674,002 $362,029,820

T J X Companies Inc. 300 Shares 12,788 15,759

Taleo Corp. 24,510 Shares 766,031 907,605

Target Corp. 10,100 Shares 464,240 473,791

TO Ameritrade Holding Corp. 25,900 Shares 469,625 505,309

Tech Data Corp. 14,048 Shares 543,623 686,807

Teco Energy Inc. 1,400 Shares 21,101 26,446

Telsa Motors Inc. 7,620 Shares 220,015 221,971

Telus Corporation 18,887 Shares 562,956 993,456

Teradata Corp. 11,190 Shares 410,727 689,892

Teradyne Inc. 32,500 Shares 321,757 481,000

Terex Corp. 14,240 Shares 443,043 405,128

Tesco Corp. 16,730 Shares 313,233 324,729

Tesoro Pete Corp. 24,084 Shares 375,108 551,764

Texas Capital Bancshares Inc. 18,260 Shares 452,079 471,656

Texas Instruments Inc. 24,000 Shares 698,787 787,920The Charles Schwab Corporation 1,400 Shares 22,220 23,030

Thermo Fisher Scientific Inc. 7,450 Shares 345,961 479,706

Thervance Inc. 10,970 Shares 267,786 243,644

Thomas & Betts Corp. 9,720 Shares 557,362 523,422

Thoratec Corp. 8,220 Shares 259,942 269,780

Tibco Software Inc. 13,180 Shares 174,519 382,484

Tiffany & Co. 1,300 Shares 84,729 102,076

Time Warner Cable Inc. 2,100 Shares 112,594 163,884

Time Warner Inc. 23,966 Shares 876,295 871,643

Timken Co. 34,845 Shares 1,755,713 1,756,188

TJX Companies Inc. 11,800 Shares 585,995 619,854

Torchmark Corp. 2,100 Shares 120,643 134,694

Total System Services Inc. 1,200 Shares 21,440 22,296

Tractor Supply Co. 13,310 Shares 474,691 890,173

Travelers Companies Inc. 6,500 Shares 320,374 379,470

Treehouse Foods Inc. 4,760 Shares 155,713 259,944

Trimble Navagation Ltd. 9,750 Shares 296,350 386,490

Trinity Ind Inc. 8,550 Shares 288,722 298,224

Triquint Semiconductor Inc. 6,110 Shares 71,859 62,261

Triumph Group Inc. 10,795 Shares 919,647 1,074,967

Turkcell Iletisim Hizmet 39,084 Shares 547,661 529,588

Tyco International Ltd. 19,600 Shares 882,863 968,828

Tyson Food Inc. 41,964 Shares 539,439 814,941

Ulta Salon Cosmetics & Fragrance 6,980 Shares 238,589 450,768

Carried forward ............... $325,670,222 $381,281,408

-40-




(e) Current

J&. lesser or similar Qarty rate of interest, collateral, Qar, or maturity value Value

Forwarded •• 0 • 0 •••••••••••• $325,670,222 $381,281,408

UMB Financial Corp. 9,540 Shares 395,616 399,535

Under Armour Inc. 4,370 Shares 296,637 337,845

Union Pacific Corp. 7,600 Shares 557,884 793,440

Unit Corp. 5,880 Shares 290,110 358,268United Parcel Service Inc. 12,500 Shares 750,750 911,625

United Stationers Inc. 18,950 Shares 528,139 671,399

United Sts Stl Corp. 5,500 Shares 253,426 253,220

United Technologies Corp. 8,200 Shares 485,773 725,782

United Therapeutics Corp. 8,460 Shares 439,395 466,146

UnitedHealth Group Inc. 19,700 Shares 630,960 1,016,126

US Airways Group Inc. 41,800 Shares 296,520 372,438

US Bancorp 34,400 Shares 620,295 852,034

V.F. Corp. 4,400 Shares 308,134 477,664

Valero Refng & Marketing Co. 3,800 Shares 88,332 97,166

Valueclick Inc. 54,250 Shares 873,723 900,550Varian Med Sys Inc. 4,300 Shares 248,885 301,086

Veeco Instrs Inc. 4,800 Shares 242,193 232,368

Ventas Inc. 200 Shares 7,881 10,542

Verisign Inc. 6,000 Shares 194,946 200,760

Verisk Analytics Inc. 25,060 Shares 848,912 867,577

Verizon Communications Inc. 44,500 Shares 1,469,750 1,656,735

Viacom Inc. 6,700 Shares 208,613 341,700

Viropharma Inc. 21,630 Shares 413,625 400,155

Visa Inc. 200 Shares 17,102 16,852

Vistaprint I 1,700 Shares 461,720 559,845

Visteon Corp. 4,400 Shares 292,839 301,004

Vitamin Shoppe Inc. 9,400 Shares 253,841 430,144

Volcano Corp. 17,030 Shares 300,360 549,899

Wabco Holdings Inc. 11,900 Shares 637,175 821,814

Wa!green Co. 23,000 Shares 980,182 976,580

Wal-Mart Stores Inc. 24,600 Shares 1,238,183 1,307,244

Walter Energy Incorporated 9,550 Shares 1,245,714 1,105,890

Wamaco Group Inc. 4,590 Shares 172,933 239,827

Washington Post 100 Shares 41,414 41,895

Waste Connections Inc. 13,860 Shares 324,839 439,778

Waters Corp. 100 Shares 6,465 9,574

Watson Pharmaceuticals Inc. 1,900 Shares 79,633 130,587

Weight Watchers Inti Inc. 5,900 Shares 392,041 445,273

Wellpoint Inc. 1,700 Shares 94,260 133,909

Carried forward ............... $342,659,422 $401,435,684

-41 -




(e) Current

ill lesser or similar Q a r t ~ rate of interest, collateral, Qar, or a t u r i t ~ value Value

Forwarded •••• 0 •••••••••••• $342,659,422 $401,435,684

Wells Fargo & Co. 80,100 Shares 1,959,644 2,247,606

West Japan Railway 15,748 Shares 620,983 612,298

Western Digital Corp. 39,472 Shares 1,341,683 1,437,810

Western Refining Inc. 61,925 Shares 960,574 1,118,985Western Union Co. 12,700 Shares 266,832 254,381

Weyerhaeuser Co. 12,000 Shares 253,328 262,320

Whirlpool Corp. 5,300 Shares 405,603 430,996

Whole Foods Mkt Inc. 9,640 Shares 310,095 611,658

Williams Cos. 3,100 Shares 92,452 93,775

Williams Sonoma Inc. 41,685 Shares 1,317,588 1,521,085

Windstream Corp. 11,900 Shares 144,214 154,225

Wisconsin Energy Corp. 6,300 Shares 177,970 197,505

Wolverine World Wide 11,130 Shares 322,906 464,678

Wright Express Corp. 14,880 Shares 764,381 774,802

Wyndham Worldwide Corp. 16,650 Shares 280,419 560,273Wynn Resorts Ltd. 1,600 Shares 154,091 229,664

Xcel Energy Inc. 4,400 Shares 103,018 106,920

XL Group 44,400 Shares 852,446 975,912

Yum Brands Inc. 10,000 Shares 485,012 552,400

Zimmer Hldgs Inc. 12,415 Shares 609,977 784,628

Zumiez Inc. 20,460 Shares 516,180 510,887

Total $354,598,818 $415,338,492

-42-




SCHEDULE H. LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR)

SCHEDULE OF INVESTMENT IN MUTUAL & PRIVATE FUNDS

JUNE 30, 2011

(a)(b) Identity of issue, borrower, (c) Description of investment including maturity date, rate of interest,

(d) Cost(e) Curren

lessor or similar party collateral, par, or maturity value Value

Mutual Funds:

Pacific Investment

Management Company 7,702,682.018 Shares PIMCO All Asset Inst. Fund $ 92,870,492 $ 95,898,3

Loomis Sayles 9,548,454.290 Shares LS MultiSector Full Discretion Fund 31,766,207 47,926,7Loomis Sayles 38,039.704 Shares LS Cayman Leveraged Senior Fund 30,727,855 39,815,8

Wells Fargo 6,701,889.928 Shares Global Tactical Asset Allocation Fund 65,042,968 64,559,9

Trust Company of the West TCW Capital Trust Mutual Funds 56,706,037 58,102,2

$277,113,559 $306,303,1

Private Funds:

Wellington Trust Co. 6,792,673.057 Shares CIF Opportunistic Invest. Allocation Fund $ 56,636,076 $ 79,066,7

PanAgora Asset Management 626,166.056 Shares PanAgora Risk Parity Trust 65,202,283 84,288,0

Siguler Guff& Company, LLC 10.638441% Ownership Siguler GuffDistressed Opportunities

Fund III (P), LP 23,037,189 28,663,7

North Sky Cap

(Piper Jaffray & Company) Investment in CleanTech Alliance Fund, LP 6,240,000 5,840,3

$151,115,548 $197,858,8

-43-





SCHEDULE OF INVESTMENT IN PASADENA GATEWAY VILLAS,

RAYMOND HILL CORPORATION AND SUBSIDIARIES

(b) Identity of issue, borrower,(a)

lessor or similar party

JUNE 30, 20 Il


interest, collateral, par, or maturity value(d) Cost

(e) Current

Value

Pasadena Gateway Villas,

Raymond Hill Corporation

And Subsidiaries $ 6,226,946 $ 6,226,946

$ 6,226,946 $ 6,226,946

-44-



(a)


SCHEDULE H. LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR)

SCHEDULE OF REAL ESTATE OWNED

(b) Identity of issue, borrower, lessor

or similar party

Office Buildings:

141 S. Lake

Raymond-Corson Building

Lake Corson Building

Esters Business Center, Bldg. A

Esters Business Center, Bldg. B

Washington Court Hotel

Sheraton Grand Hotel

Industrial Properties:

Vintage Park East Building A

Vintage Park East Building B

Vintage Park East Building C

Vintage Park East Building D

Vintage Park East Building F

JUNE 30, 20 II

(c) Description of investment including

marurity date, rate of interest, collasteral,

Real estate - 22,802 square feet

Pasadena, California

Real estate- 86,487 square feet




Real estate - 77,877 square feet

Dallas, Texas

Real estate - I 00,800 square feet

Dallas, Texas

Real estate - 268 rooms

Washington, D.C.

Real estate - 300 rooms

Irving, Texas


Fontana, California


Fontana, CaliforniaReal estate- 293,363 square feet

Fontana, California

Real estate - 310, I 00 sq. ft.

Fontana, California


Fontana, California

-45-

(d) Cost

$ 5,134,926

22,535,484

55,158,884

10,718,843

16,309,862

38,436,295

27,390,550

10,090,946

23,151,653

18,394,464

13,523,253

12,193,102

(e) Current Value

$ 6,500,000

19,200,000

47,500,000

7,250,000

9,300,000

67,800,000

16,600,000

15,200,000

26,000,000

17,440,000

17,650,000

18,000,000



(a)(b) Identity of issue, borrower, lessor (c) Description of investment including

(d) Cost (e) Current Valueor similar party marurity date, rate of interest, collasteral,

Vintage Park East Building H Real estate- 154,760 square feet $ 6,369,731 $ 9,600,000

Fontana, California

Vintage Park East Building I Real estate - 182,960 square feet 10,312,831 10,660,000

Fontana, California

Vintage Park East Building J Real estate- 165,300 square feet 10,339,163 11,600,000

Fontana, California

Vintage Park East Building K Real estate - 198,900 square feet 8,409,209 11,600,000

Fontana, California

Vintage Park East Building L Real Estate - 231,600 square feet 10,938,285 13,700,000

Fontana, California

Columbia Center Building A Real estate- 137,840 square feet 12,867,800 10,600,000

Fontana, California

Columbia Center Building B ' Real estate - 226,230 square feet 26,239,136 11,000,000

Fontana, California

Columbia Center Building C Real estate- 202,805 square feet 9,679,858 6,900,000Fontana, California

Columbia Center Building D Real estate- 79,416 square feet 10,240,729 4,200,000

Fontana, California

Columbia Center Building E Real estate - 112,341 square feet 13,792,409 5,600,000

Fontana, California

Golden Triangle Building A Real estate- 201,210 square feet 9,916,465 8,600,000

Fontana, California

Golden Triangle Building B Real estate- 174,977 square feet 18,050,546 7,000,000

Fontana, California

Golden Triangle Building C Real estate- 218,298 square feet 19,239,358 8,500,000

Fontana, California

Golden Triangle Building D Real estate- 393,740 square feet 19,998,053 15,000,000

Fontana, California

Golden Triangle Building E Real estate- 214,030 square feet 12,116,564 8,600,000

Fontana, California

Golden Triangle Building F Real estate- 108,507 square feet 16,136,232 3,600,000

Fontana, California

Golden Triangle Building G Real estate - 78,920 square feet 12,738,510 3,600,000

Fontana, California

Golden Triangle Building H Real estate - 284,000 square feet 18,176,230 13,000,000

Fontana, California

Golden Triangle Building I Real esta te- 232,500 square feet 14,758,972 10,400,000

Fontana, California

Golden Triangle Building L Real estate- 253,420 square feet 16,996,102 10,300,000

Fontana, California

Golden Triangle Building M Real estate - 241,600 square feet 13,184,782 9,900,000

Fontana, California

-46-



(a)(b) Identity of issue, borrower, lessor

or similar party

Golden Triangle Building Z

Land Parcels:

Columbia Business Park

Esters Road, Park Air Express

Esters Road

Golden Triangle Industrial Park

Monterey Views

Other investments:

Pasadena Gateway Villas

River Oaks Mobile Home Park

VaJley Vista Mobile Home Park

Total

(c) Description of investment including

marurity date, rate of interest, coJlasteral,


North Las Vegas, Nevada

Real estate- 76.76 acres

Riverside, California

Real estate

Real estate- 8.55 Industrial Acres

DaJlas, Texas

Real estate- 133.13 acres

North Las Vegas, Nevada

Real estate - 4 parcels - 4.03 acres

Monterey Park, California

Real estate - 140 Unit Apartment Complex


Real estate - 306 spaces

Las Vegas, Nevada

Real estate - 303 spaces

Las Vegas, Nevada

-47-

(d) Cost (e) Current Value

$ 9,227,385 $ 6,700,000

18,330,624 20,300,000

15,205,331 5,800,000

1,658,686 2,250,000

14,381,380 21,900,000

704,539 300,000

30,024,287 40,000,000

9,097,727 14,300,000

10,589,666 14,000,000

$ 652,758,851 $ 587,950,000



S E C T I ON

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E I N

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S E

C T I ON

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2

1 2 , 6 4 3 , 7 3 6


0 7 / 0 1 / 1 9 9 8

5 , 6 6 5 , 6 8 9

3

1 5 , 8 3 8 , 8 0 4


0 7 / 0 1 / 1 9 9 9

2 , 9 3 1 ,1 0 4

4

1 0 , 5 5 3 , 5 1 4


0 7 / 0 1 / 2 0 0 0

1 , 9 5 9 , 6 6 7

5

8 , 5 2 3 ,2 3 3


m p t i on s

0 7 / 0 1 / 2 0 0 4

4 , 7 2 8 , 8 4 7

2 4

5 5 , 8 3 2 , 0 3 3


0 7 / 0 1 / 2 0 0 5

2 , 5 6 6 , 3 2 1

1 0

1 8 , 9 3 6 , 5 9 5


0 7 / 0 1 / 2 0 0 6

5 , 0 3 0 ,1 3 6

1 1

3 9 , 5 5 7 , 3 9 3


0 7 / 0 1 / 2 0 0 7

7 , 5 3 3 , 5 2 6

1 2

6 2 , 6 4 4 ,4 6 0

C h a n g e i nA s s e

t M e t h o d ( F un d i n gR e l i e f )

0 7 / 0 1 / 2 0 0 9

1 1 , 7 9 6 ,2 7 4

2 9

1 4 8 , 3 1 9 , 0 0 2

C h a n g e i nF un d i n gM e t h o d

0 7 / 0 1 / 2 0 0 9

3 4 , 0 6 1 , 5 9 9

9

2 3 3 , 5 7 0 , 7 2 2

B a s e d u e t o J un

e 3 0 ,2 0 0 9 I n v e s t m e n t L o s s

0 7 / 0 1 / 2 0 1 0

1 4 ,1 4 2 , 6 8 1

2 8

1 7 5 , 9 5 4 ,4 7 6

T o t a l

$ 1 0 9 , 0 8 7 ,1 4 9

$ 8 5 7 ,4 5 4 , 6 8 9



S E C T I ON

4 :

C er t i f i c a t e of A c t u ar i al V al u a t i onf or t h e O p er a t i n gE n gi n e er s


E I N

9 5 - 6 0 3 2 4 7 8 / P N 0 0 1

4 -1 7

A c t u ar i al C

o s t M e t h o d :

Uni t C

r e d i t A c t u a r i a l C o s t M e t h o d . N or m

a l C o s t a n d A c t u a r i a l A c c r u e d L i a b i l i t y a r e c a l c ul a t e d

on a n

i n d i vi d u a l b a s i s a n d a r e a l l o c a t e d b y s e r vi c e .

B e n e f i t s V a

l u e d :

Unl e s s o t h e r wi s e i n d i c a t e d ,i n c l u d e s a l l b e n e f i t s s umm a r i z e d i nE xh i b i t VI I I .

C ur r e n t L i a b i l i t yA s s um p t i on s :

I n t er e s t

4 . 5 8 %

M or t a l i t y

M or t a

l i t y pr e s c r i b e d un d e r I R S R e g ul a t i on1 .4 3 1 ( c ) ( 6 ) -1 a n d 1 .4 3 0 ( h ) ( 3 ) -1 , u s i n g t h e s t a t i c t a b l e s

wi t h s

e p a r a t e t a b l e s f or a nn ui t a n t s a n d n on a nn ui t a n t s ( RP -2 0 0 0 t a b l e s pr o j e

c t e d f or w a r d t o t h e

v a l u a t i on y e a r pl u s s e v e n y e a r s f or a nn ui t a n t s a n d 1 5 y e a r s f or n on a nn ui t a n

t s )

E l e c t i on s un d e r t h e P r e s e r v a t i on

of A c c e s s t o

C ar e f or M e d i c ar e

B e n e f i c i ar i e s an d P e n s i on

R e l i e f A c t o

f 2 0 1 0 :

E x t e n d e

d A m or t i z a t i o n o f

N e t I n v e

s t m e n t L o s s e s

( I R C S e c t i o n4 3 1 ( b ) ( 8 ) ( A ) )

B a s e d

on t h e pr o s p e c t i v e m e t h o d a s d e f i n e d i nI R S N o t i c e 2 0 1 0 - 8 3 ( I I I ) ( A- 5 ) .

E x p a n d e d S m o o t h i n gP er i o d

( I R C S e c t i o n4 3 1 ( b ) ( 8 ) ( B ) )

T h e a s s e t v a l u a t i onm e t h o d h a s b e e n c h a

n g e d a s f ol l o w s : t h e d i f f e r e n c e b e t w e e n e x p e c t e d a n d

a c t u a l

r e t ur n s f or t h e P l a nY e a r e n d e d J u

n e 3 0 ,2 0 0 9 i s r e c o gni z e d o v e r a p e r i o d of 1 0 y e a r s , a n d

t h e u p

p e r l i mi t on t h e a c t u a r i a l v a l u e of a s s e t s f or t h e pl a n y e a r s b e gi nni n g J ul y1 ,2 0 0 9 a n d 2 0 1 0

h a s b e

e ni n c r e a s e d t o1 3 0 % of m a r k e t v a

l u e .

J u s t i f i c a t i onf or Ch an g e i n

A c t u ar i al A

s s um p t i on s

( S c h e d ul e M

B ,l i n e 1 1 ) :

F or p ur p o s e s of d e t e r mi ni n g c ur r e n t l i a b i l i t y , t h e c ur r e n t l i a b i l i t yi n t e r e s t r a

t e w a s c h a n g e d f r om

4 . 6 3 %

t o4 . 5 8 % d u e t o a c h a n g e i n t h e p e r mi s s i b l e r a n g e a n d r e c o gni zi n g t h a t a n yr a t e wi t h i n t h e

p e r mi s s i b l e r a n g e s a t i s f i e s t h e r e q ui r e m e

n t s of I R C S e c t i on4 3 1 ( c ) ( 6 ) ( E ) a n

d t h e m or t a l i t y t a b l e s

w e r e c h a n g e d i n a c c or d a n c e wi t h I R S R e g ul a t i on s 1 .4 3 1 ( c ) ( 6 ) -1 a n d 1 .4 3 0 ( h ) ( 3 ) -1 .



S E C T I ON4 :




E I N

9 5 - 6 0 3 2 4 7 8 / P N 0 0 1

4 -1 5

E X HI B I T V I I

S t a t em en t of A c t u ar i al A s s um p t i on s / M e t h o d s

( S c h e d ul eM

B ,l i n e 6 )

M or t al i t yR

a t e s :

H e a l t h y : RP -2 0 0 0 C om b i n e d H e a l t h yBl u e C ol l a r M or t a l i t yT a b l e

Di s a b l e d : RP -2 0 0 0 Di s a b l e d R e t i r e e M or t a l i t yT a b l e

T e r mi n a t i o

nR a t e s b e f or e

R e t i r e m e n t :

R a t e ( % )

M or t al i t y

Di s a b i l i t y

Wi t h d r aw al *

A g e

M al e

F em al e

2 0

0 . 0 3

0 . 0 2

0 . 0 9

1 4 .1 9

2 5

0 . 0 4

0 . 0 2

0 .1 3

1 7 .1 4

3 0

0 . 0 7

0 . 0 3

0 .1 7

1 3 . 5 8

3 5

0 .1 1

0 . 0 5

0 .2 2

1 1 . 0 2

4 0

0 .1 4

0 . 0 9

0 . 3 3

1 0 . 3 5

4 5

0 .1 8

0 .1 4

0 . 5 4

9 .4 7

5 0

0 .2 4

0 .2 0

0 . 9 1

8 . 9 0

5 5

0 .4 2

0 .2 8

1 . 5 1

7 . 8 2

6 0

0 . 8 3

0 .4 9

2 .4 4

7 . 8 4

* W i t h d r a w a l r a t e s c u t o u t a t e ar l yr e t i r e m e n t a g e .

R e t i r e m e n

t R a t e s :

A g e

R e t i r em en t

R a t e s

4

5 - 5 4

1 %

5

5 - 5 9

3 %

6

0 - 6 1

2 0 %

6 2

5 0 %

6

3 - 6 4

2 0 %

6 5

5 0 %

6

6 - 6 9

2 0 %

7 0

1 0 0 %



S E C T I ON4 :




E I N

9 5 - 6 0 3 2 4 7 8 / P N 0 0 1

4 -1 6

D e s c r i p t i on

of W e i gh t e d A v e r a g e

R e t i r e m e n t A g e :

6 1 , d e

t e r mi n e d a s f ol l o w s : T h e w e i gh t e d

a v e r a g e r e t i r e m e n t a g e f or e a c h p a r t i c i p a n t i s c a l c ul a t e d

a s t h e

s um of t h e pr o d u c t of e a c h p o t e n t i a l r e t i r e m e n t a g e t i m e s t h e r e t i r e m e n t r a t e a t t h a t a g e ,

a s s um

i n gn o o t h e r d e c r e m e n t s .

R e t i r e m e n t A g e f or I n a c t i v e

V e s t e d P ar t i c i p an t s :

A g e 6

0 i f 3 0 , 0 0 0 h o ur s f or wh i c h c on t r i b

u t i on s h a v e b e e nm a d e t o t h e P l a n

a n d c r e d i t f or w or k i n

a t l e a s t 3 0 pl a n y e a r s ; a g e 6 2 i f 6 , 0 0 0 h o ur s f or wh i c h c on t r i b u t i on s h a v e b e

e nm a d e t o t h e P l a n ;

o t h e r w

i s e a g e 6 5 .

F u t ur e B e n

e f i t A c c r u al s :

1 , 8 0 0

h o ur s p e r a c t i v e e m pl o y e e

Unk n o wnD

a t af or P ar t i c i p an t s :

S a m e

a s t h o s e e xh i b i t e d b y p a r t i c i p a n t s wi t h s i mi l a r k n o wn c h a r a c t e r i s t i c s .

I f n o t s p e c i f i e d ,

p a r t i c i p a n t s a r e a s s um e d t o b e m a l e .

D e f i ni t i on of A c t i v e P ar t i c i p an t s :

A c t i v e p a r t i c i p a n t s a r e d e f i n e d a s t h o s e w

i t h a t l e a s t 3 0 0 h o ur s i n t h e m o s t r e c e n t pl a n y e a r a n d

wh oh

a v e a c c um ul a t e d a t l e a s t on e -h a l f p e n s i on c r e d i t , e x c l u d i n g t h o s e wh oh a v e r e t i r e d a s of t h e

v a l u a t i on d a t e .

E x c l u s i on o

f I n a c t i v e V e s t e d s :

I n a c t i v e p a r t i c i p a n t s o v e r a g e 7 0 e x c l u d e

d f r om t h e v a l u a t i on .

R e c i pr o c al

A gr e e m e n t s :

A c t i v e l i f e r e t i r e m e n t a n d d i s a b i l i t y c o s t s a r e l o a d e d b y 0 . 5 % t or e f l e c t t h e c o s t of r e c i pr o c a l

a gr e e m e n t s .

P e r c e n t M a

r r i e d :

7 5 %

A g e of S p o u s e :

F e m a l e s 4 y e a r s y o un g e r t h a nm a l e s .

B e n e f i t E l e c t i on :

Al l p a

r t i c i p a n t s a r e a s s um e d t o e l e c t t h e 1 2 0 m on t h s g u a r a n t e e d p a ym e n t s f or m of p a ym e n t .

N e t I n v e s t m

e n t R e t ur n :

7 . 5 0 %

Ann u al A d mi ni s t r a t i v e E x p e n s e s :

$ 9 , 0 0 0 , 0 0 0 , p a y a b l e m on t h l y ,f or t h e y e a r b e gi nni n g J ul y1 ,2 0 1 0 ( e q ui v a l e

n t t o $ 8 , 6 5 6 ,1 2 6

p a y a b

l e a t t h e b e gi nni n g of t h e y e a r )

A c t u ar i al V

al u e of A s s e t s :

T h e m

a r k e t v a l u e of a s s e t s l e s s unr e c o gn

i z e d r e t ur n s i n e a c h of t h e l a s t t h r e

e y e a r s . Unr e c o gni z e d

r e t ur n

i s e q u a l t o t h e d i f f e r e n c e b e t w e e n

t h e a c t u a l m a r k e t r e t ur n a n d t h e pr o j e c t e d r e t ur n on t h e

m a r k e

t v a l u e , a n d i s a m or t i z e d o v e r a t h r e e – y e a r p e r i o d .T h e a c t u a r i a l v a l u e i s f ur t h e r a d j u s t e d ,i f

n e c e s s a r y , t o b e wi t h i n2 0 % of t h e m a r k e t v a l u e .



S E C T I ON4 :




E I N

9 5 - 6 0 3 2 4 7 8 / P N 0 0 1

4 -1 7

A c t u ar i al C

o s t M e t h o d :

Uni t C

r e d i t A c t u a r i a l C o s t M e t h o d . N or m

a l C o s t a n d A c t u a r i a l A c c r u e d L i a b i l i t y a r e c a l c ul a t e d

on a n

i n d i vi d u a l b a s i s a n d a r e a l l o c a t e d b y s e r vi c e .

B e n e f i t s V a

l u e d :

Unl e s s o t h e r wi s e i n d i c a t e d ,i n c l u d e s a l l b e n e f i t s s umm a r i z e d i nE xh i b i t VI I I .

C ur r e n t L i a b i l i t yA s s um p t i on s :

I n t er e s t

4 . 5 8 %

M or t a l i t y

M or t a

l i t y pr e s c r i b e d un d e r I R S R e g ul a t i on1 .4 3 1 ( c ) ( 6 ) -1 a n d 1 .4 3 0 ( h ) ( 3 ) -1 , u s i n g t h e s t a t i c t a b l e s

wi t h s

e p a r a t e t a b l e s f or a nn ui t a n t s a n d n on a nn ui t a n t s ( RP -2 0 0 0 t a b l e s pr o j e

c t e d f or w a r d t o t h e

v a l u a t i on y e a r pl u s s e v e n y e a r s f or a nn ui t a n t s a n d 1 5 y e a r s f or n on a nn ui t a n

t s )

E l e c t i on s un d e r t h e P r e s e r v a t i on

of A c c e s s t o C ar e f or M e d i c ar e

B e n e f i c i ar i e s an d P e n s i on

R e l i e f A c t of 2 0 1 0 :

E x t e n d e

d A m or t i z a t i o n o f

N e t I n v e s t m e n t L o s s e s

( I R C S e c t i o n4 3 1 ( b ) ( 8 ) ( A ) )

B a s e d

on t h e pr o s p e c t i v e m e t h o d a s d e f i n e d i nI R S N o t i c e 2 0 1 0 - 8 3 ( I I I ) ( A- 5 ) .

E x p a n d e d S m o o t h i n gP er i o d

( I R C S e c t i o n4 3 1 ( b ) ( 8 ) ( B ) )

T h e a s s e t v a l u a t i onm e t h o d h a s b e e n c h a

n g e d a s f ol l o w s : t h e d i f f e r e n c e b e t w e e n e x p e c t e d a n d

a c t u a l

r e t ur n s f or t h e P l a nY e a r e n d e d J u

n e 3 0 ,2 0 0 9 i s r e c o gni z e d o v e r a p e r i o d of 1 0 y e a r s , a n d

t h e u p

p e r l i mi t on t h e a c t u a r i a l v a l u e of a s s e t s f or t h e pl a n y e a r s b e gi nni n g J ul y1 ,2 0 0 9 a n d 2 0 1 0

h a s b e

e ni n c r e a s e d t o1 3 0 % of m a r k e t v a

l u e .

J u s t i f i c a t i onf or Ch an g e i n

A c t u ar i al A

s s um p t i on s

( S c h e d ul e M

B ,l i n e 1 1 ) :

F or p ur p o s e s of d e t e r mi ni n g c ur r e n t l i a b i l i t y , t h e c ur r e n t l i a b i l i t yi n t e r e s t r a

t e w a s c h a n g e d f r om

4 . 6 3 %

t o4 . 5 8 % d u e t o a c h a n g e i n t h e p e r mi s s i b l e r a n g e a n d r e c o gni zi n g t h a t a n yr a t e wi t h i n t h e

p e r mi s s i b l e r a n g e s a t i s f i e s t h e r e q ui r e m e

n t s of I R C S e c t i on4 3 1 ( c ) ( 6 ) ( E ) a n

d t h e m or t a l i t y t a b l e s

w e r e c h a n g e d i n a c c or d a n c e wi t h I R S R e g ul a t i on s 1 .4 3 1 ( c ) ( 6 ) -1 a n d 1 .4 3 0 ( h ) ( 3 ) -1 .



S E C T I ON4 :




E I N

9 5 - 6 0 3 2 4 7 8 / P N 0 0 1

4 -1 8

E s t i m a t e d R a t e of I n v e s t m e n t R e t ur n :

O n a c t u

ar i a l v a l u e o f a s s e t s

( S c h e d u l eMB , l i n e 6 g ) :

8 .4 % ,

f or t h e P l a nY e a r e n d i n g J un e 3 0 ,2 0 1 0

O n c ur r

e n t ( m ar k e t ) v a l u e o f a s s e t s

( S c h e d u l eMB , l i n e 6 h ) :

1 1 . 8 %

,f or t h e P l a nY e a r e n d i n g J un e 3 0 ,2 0 1 0

F un d i n g S t

an d ar d A c c o un t

C on t r i b u t i onT i mi n g

( S c h e d ul e M

B ,l i n e 3 a ) :

Unl e s s o t h e r w

i s e n o t e d , c on t r i b u t i on s a r e p a i d p e r i o d i c a l l y t h r o u gh o u t t h e y e a r p ur s u a n t t o c ol l e c t i v e

b a r g a i ni n g a gr e e m e n t s .T h e i n t e r e s t c r e d i t e d i n t h e F un d i n g S t a n d a r d A c c o un t i s t h e r e f or e a s s um e d t o b e

e q ui v a l e n t t o a J a n u a r y1 5 c on t r i b u t i on d a t e .



04-13-2012




FINANCIAL STATEMENTS

JUNE 30, 2011 AND 2010




FINANCIAL STATEMENTS

JUNE 30.2011 AND 2010

Description

Index

Independent Auditors' Report

Statements of net assets available for benefitsat June 30,2011 and 2010

Statements of changes in net assets available for benefitsfor years ended June 30, 2011 and 2010

Statement of accumulated plan benefits at June 30, 2010

Statement of changes in accumulated plan benefitsfor year ended June 30, 2010

Notes to financial statements

Schedules of assets held for investment purposes at June 30,2011 and 2010

Other Financial Information

Schedules of net income from commercial real estaterentals for years ended June 30, 2011 and 2010

Schedule of short-term investments and money marketfunds at June 30, 2011

Schedule of obligations ofU.S. Government and FederalAgencies at June 30, 2011

Schedule of corporate obligations at June 30, 2011

Schedule of corporate stocks at June 30, 2011

Schedule of investments in mutual and private fundsat June 30, 2011

Schedule of investment in Pasadena Gateway Villas, and RaymondHill Corporation and Subsidiary at June 30, 2011

Schedule of real estate owned at June 30, 2011

Schedule oftransactions or series of transactions in excessof 5% of the current value of plan assets at June 30, 2011

- 1 -

Page Number

2

3

4

5

6

7- 14

16

17

18

19-20

21-24

25-42

43

44

45-47

48



BERNARD KorKIN & CoMPANY LLPA NG E LO T. NI CO DE M O , C.P.A.

S A LV A T O RE J . PORTARO. C.P.A.

V I N C E N T P. RO G E RS , C.P.A.

B E R N A R D K O T K IN , C . P . A . - F O U N D E R

Board ofTrusteesOperating Engineers Pension TrustPasadena, California

C E R T I F I E D P U B L I C A C C O U N T A N T S

5 33 S O UT H F R E M O N T A V E NUE , S UITE 802

LO S A N G E L E S , CA L I F ORNI A 9 0 0 7 1

T E l - E P H O N E (213) 892-9090

T E L E F A X ( 213 ) 892-9099

INDEPENDENT AUDITORS' REPORT

MEMBERS

AMERICAN INSTITUTE OF

CERTIFIED PUBLIC ACCOUNTANTS

TH E CALIFORNIA SOCIETY

OF CE:RTIFIEO PUBLIC ACCOUNTANTS

We have audited the accompanying statements of net assets available for benefits of OPERATING ENGINEERSPENSION TRUST as ofJune 30, 2011 and 2010, the related statements ofchanges in net assets available for benefitsfor the years then ended, the statement of accumulated plan benefits as of June 30, 2010 and the related statementof

changes in accumulated plan benefits for the year then ended. These financial statements are the responsibilityof the Trust's management. Our responsibility is to express an opinion on these financial statements based on ouraudits.

We conducted our audits in accordance with auditing standards generally accepted in the United States ofAmerica.Those standards require thatwe plan and perform the audit to obtain reasonable assurance about whether the financialstatements are free ofmaterial misstatement. An audit includes examining, on a test basis, evidence supporting theamounts and disclosures in the financial statements. An audit also includes assessing the accounting principles usedand significant estimates made by management, as well as evaluating the overall financial statement presentation.We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, information regardingOperating Engineers Pension Trust's ne t assets available for benefits as ofJune 30, 2011, and changes therein for theyear then ended and its financial status as ofJune 30, 2010, and changes therein for the year then ended in conformity

with accounting principles generally accepted in the United Statesof

America.

Our audits were performed for the purpose offorming an opinion on the basic financial statements taken as a whole.The supplemental schedules of net income from commercial real estate rentals, short-term investments and moneymarket funds, obligations ofU S. Government and Federal Agencies, corporate obligations, corporate stocks, mutualand private funds, Pasadena Gateway Villas and Raymond Hill Corporation, real estate owned, and transactions or

series of transactions in excess of 5 percent of the current value of plan assets at June 30, 2011, are presented forthe purpose of additional analysis and are not a required part of he basic financial statements but are supplementaryinformation required by the Employee Retirement Income Security Act of 1974. These supplemental schedules arethe responsibility of he Trust Fund's management. The supplemental schedules have been subjected to the auditingprocedures applied in the audits ofthe basic financial statements and, in our opinion, are fairly stated in all materialrespects in relation to the basic financial statements taken as a whole.

Los Angeles, CaliforniaNovember 7, 2011

Certified Public Accountants

- 2 -




STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS

JUNE 30, 2011 AND 2010

Assets:Funds and investments held under custodian agreement

at current value (including securities on loan of

$9,115,893 and $38,437,344 at June 30,2011and 2010, respectively) (Note 2 and page 16)

Cash on hand and in checking accounts

Receivables -Contributions from employers (Note 2)Interest and dividendRents, tenant loans and miscellaneousCollateral held under securities lending agreement (Note 12)

Total receivables

Other assets -Deferred lease expense, lease acquisition

costs and prepaid expenses - net ofaccumulated amortization

Tenant and building improvements- net ofaccumulated amortization of $294,584in 2011 and $287,917 in 2010

Rental property furnishings and equipment - net ofaccumulated depreciation of$756,095 in 2011and $697,876 in 2010

Investment in Operating Engineers Funds, Inc. (Note 9)

Total other assets

Total assets

Liabilities:Checking accounts - drafts outstandingAccounts payableAccounts payable - Operating Engineers Funds, Inc.Deferred income, rents and security depositsNote payable, secured by property located in Fontana, CaliforniaDue to broker for securities purchasedLiability to return collateral held under securities

lending agreement (Note 12)

Total liabilities

Net assets available for benefits

2011

$ 1,730,529,954

2.058,881

8,689,8971,276,3085,408,1999,310,214

24,684,618

1,968,514

156,672

529,583825,041

3.479.810

1,760,753,263

3,215,8181,391,0751,864,413

50,000,00037,001

9,310.214

65,818,521

$ 1,694,934,742

The accompanying notes are an integral part of these financial statements.

- 3-

2010

$ 1.539,320,510

2.156,873

7,545,7331,654,0273,249,495

39,668.101

52,117,356

2,498,451

163,339

581,929969.288

4.213.007

1,597,807,746

49,2472,919,9041,373,6372,302,365

1,839,139

39,668.10148,152,393

$ 1,549,655,353




STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

YEARS ENDED JUNE 30,2011 AND 2010

Additions to Plan:Employer payments -

Contributions from employers, net of refundsInterest on delinquent contributions

Total employer payments

Investment income -Interest and discount earnedDividend incomeNet income from real estate rentalsNet income from operations of Raymond Hill

Corporation & SubsidiariesNet income from Limited PartnershipNet gain on investments sold (Note 6)

Total investment income

Investment expenses -Investment advisor and consulting feesInvestment advisory and management - real estateService fees and other investment expensesInterest expense on note payable

Total investment expenses

Income from investments

Unrealized appreciation in current valueof investments held (Note 6)

Net income from investments

Other income

Total additions to Plan

Deductions from Plan:Pension benefits providedAdministrative services from Operating Engineers

Funds, Inc. (Note 11)Plan termination insurance premiums

Total deductions from Plan

Net increase to Plan for year

Net assets available for benefits:Balance at beginning of year

Balance at end of year

2011

$ 85,840,98513 077

85,854,062

9,715,21412,822,87521,707,505

5,067,2251,277,158

116,088,506

166,678,483

5,473,2222,680,8931,941,812

706.167

10,802,094

155,876,389

119,592.415

275,468,804

511747

361.834,613

207,824,515

8,365,930364 779

216,555,224

145,279,389

1,549,655,353

$ 1,694,934,742


- 4-

2010

$ 88,063,80943 741

88,107,550

8,049,27114,879,68420,205,864

3,417,412269,087

29,046,310

75,867,628

4,507,4502,459,7022,211,283

9,178,435

66,689,193

101.447,562

168.136,755

1,063,328

257,307,633

194,911,146

10,017,980397 548

205,326,674

51,980,959

1,497,674,394

$ 1,549,655,353




STATEMENT OF ACCUMULATED PLAN BENEFITS

JUNE 30, 2010

Actuarial present value of accumulatedplan benefits: (Note 5)

Vested benefits -Participants currently receiving paymentsOther vested benefits

Total vested benefits

Non-vested benefits

Total actuarial present value of accumulated Plan benefits


- 5-

$ 1,540,803,1281,146,362,119

2,687,165,247

54,280,483

$ 2,741,445,730




STATEMENT OF CHANGES IN ACCUMULATED PLAN BENEFITS

YEAR ENDED JUNE 30,2010

Changes in present value of accumulated plan benefits:Actuarial present value of accumulated plan

benefits at July 1, 2009

Increase (decrease) during Plan yearattributable to:

Benefits accumulated, liability gain or loss,changes in data

Benefits paidInterest

Net increase

Actuarial present value of accumulated planbenefits at June 30, 2010 (Note 5)

$ 48,590,251(194,911,146)194,106,262


- 6 -

$ 2,693,660,363

47,785,367

$2,741,445,730




Notes to Financial Statements

June 30, 2011 and 2010

Note 1: Plan description:The Operating Engineers Pension Trust ("The Plan") is a pension benefit plan established by I.U.O.E.,Local #12 and participating employers through collective bargaining. It is subject to the provisions of

the Employee Retirement Income Security Act of 1974 (ERISA).

Eligibility and benefits - 'A regular pension is payable for life to a retiree who retires a t age 62 or over and who has acquiredat least six pension credits or worked at least 6,000 hours for which contributions have been made tothe Plan (three pension credits or 3,000 hours if accumulated prior to July 1, 1978). In years endingJune 30, 2011 and 2010, the monthly amount of a regular pension is $8.00 per year of prior servicecredit (before June 1, 1960) plus pension credits of up to $58. Other benefits provided include earlyretirement, service, disability, pro-rata, husband-and-wife pensions, a surviving spouse annuity anddeath benefits before and after retirement. Effective July 1, 1998, the retirement age for an EarlyPension is lowered from age 52 to 45.

In the event an active participant dies before retirement, a lump sum death benefit equal to $250 foreach pension credit accumulated by the participant up to a maximum of $2,500 will be paid to hisdesignated beneficiary. However, in no event will the lump sum benefit be less than $1,000. Inaddition, benefits will be paid in the form of either a husband and wife pension or the guaranteedpayments. If a retired participant who is not receiving a husband and wife pension dies beforereceiving 120 monthly pension payments, the monthly payment will be continued to his spouse untila total of 120 monthly payments have been made.

Vested rights are provided for participants who (a) have at least three pension credits or worked atleast 3,000 hours under the Plan prior to July 1, 1978, or (b) has at least six pension credits or workedat least 6,000 hours prior to July 1, 1980, or (c) has at least ten pension credits or worked at least10,000 hours under the Plan. Effective July 1, 1999, vesting occurs if participant has earned at least5 years of service, or (d) has attained normal retirement age.

Contributions -For years ended June 30, 2011 and 2010, contributions were received from employers, generally, ata rate of $5.55 per hour worked by covered employees.

Note 2: Summary of significant accounting policies:Basis of accounting -

The accompanying financial statements are prepared on the accrual basis of accounting.

Use of estimates-The preparation of financial statements in conformity with generally accepted accounting principlesrequires management to make estimates and assumptions that affect the reported amounts of assets,liabilities and changes therein, disclosure of contingent assets and liabilities, and the actuarial present

value of accumulated plan benefits at the date of he financial statements. Actual results could differfrom these estimates.

Investment Valuation and Income Recognition -The Plan investments are presented at fair value in the accompanying statements of net assetsavailable for benefits. Fair value is the price that would be received to sell an asset or paid to transfera liability in an orderly transaction between market participants at the measurement date. See Note5 for discussion of fair value measurements.

- 7-



Purchases and sales of securities are recorded on a trade date basis. Interest income is recorded onthe accrual basis. Dividend income is recorded on the ex-dividend date. Other investment incomeis recorded as earned on the accrual basis.

Net gain (loss) on investments consists of the Trust's realized gains or losses, and the unrealizedappreciation (depreciation) on investments consist of gains or losses on investments held.

Rental property furnishings and equipment are depreciated from five to seven years, using the straight

line method. Tenant improvements, lease acquisition costs and deferred lease expenses are amortizedover the term of the applicable tenant leases.

Contributions receivable -Contributions receivable represent the total of amounts received subsequent to June 30 for hoursworked during June and prior months. The Trust Agreement provides for liquidated damages againstemployers who are delinquent in filing reports and remitting contributions. However, it is theaccounting policy of the trust to record such items as income only as collected.

Subsequent events -The Plan has evaluated subsequent events through November 7, 2011, the date the financial statementswere available to be issued.

Note 3: Funding status:The Plan's actuary has determined that the Plan is considered to be in critical status. The Plan isrequired to adopt a rehabilitation plan aimed at restoring the financial health of the plan. Based onreasonable assumptions, the Plan is expected to emerge from critical status by the plan year beginningJuly 1, 2023. The Trustees recognize the possibility that actual experience could be less favorable thanthe reasonable assumptions. Therefore, the Trustees are establishing annual standards to reflect possibleactuarial losses and still keep the Plan on target to emerge from critical status by the end of therehabilitation period.

Note 4: Termination:The Plan is intended to be permanent. However, the Plan provides that in the event of termination,the assets then remaining in the Plan, after providing for any administrative expenses shall beallocated among the retired employees, beneficiaries and participants, in the following order:

(1) Benefits payable as a pension at the beginning of the three-year period endingon the termination date or those benefits that would have been in pay statusduring that time had the participant chosen to retire. The lowest pension in paystatus during the three-year period shall be considered the pension in pay statusfor such period.

(2) Other benefits (i f any) of individuals under the Plan guaranteed underTitle IV ofERISA.

(3) All other vested benefits under the Plan.

( 4) All other benefits under the Plan.

In addition, certain benefits under the Plan are insured by the Pension Benefit Guaranty Corporation(PBGC) if the Plan terminates. The PBGC guarantees most vested benefits at the level in effect onthe termination date, subject to statutory limitations.

Note 5: Actuarial present value of accumulated Plan benefits:Accumulated Plan benefits are the estimated future periodic payments attributable to pension creditsearned by participants through the valuation date of July 1, 2010.

- 8 -



The actuarial present value of accumulated Plan benefits is determined by the Actuaries, The SegalCompany, and is that amount that results from applying actuarial assumptions to adjust the accumulatedPlan benefits to reflect the time value ofmoney (through discounts for interest) and the probability of

payment (by means of decrements such as for death, disability, withdrawal or retirement) between thevaluation date and the expected date of payment.

The significant assumptions used in the actuarial valuations as of July 1, 2010 were as follows:

Mortality rates:

Healthy:

Disabled:

Termination ratesbefore retirement:

Retirement rates:

Description of weightedaverage retirement age:

Retirement age of inactive

vested participants:

Future benefit accruals:

RP-2000 combined Healthy Blue Collar MortalityTable.RP-2000 Male Disabled Mortality Table.

MortalityRate%

Disability Withdrawal

Age Male Female

20 0.03 0.02 0.09 14.1925 0.04 0.02 0.13 17.1430 0.07 0.03 0.17 13.5835 0.11 0.05 0.22 11.02

40 0.14 0.09 0.33 10.3545 0.18 0.14 0.54 9.4750 0.24 0.20 0.91 8.9055 0.42 0.28 1.51 7.8260 0.83 0.49 2.44 7.84

*Withdrawal rates cut out at early retirement age.

Achievement Probabilities are as follows:

Age at entry

45-54

55- 59

60-6162

63-64

6566-69

70

Percent retiring

1%

3

2050205020

100

61, determined as follows: The weighted average retirementage for each participant is calculated as the sum of theproduct of each potential retirement age times the retirementrate at that age, assuming no other decrements.

Age 60 if 30,000 hours for which contributions have been

made to the Plan and credit for work in at least 30 plan years;age 62 if6,000 hours for which contributions have been madeto the Plan; otherwise age 65.

1,800 hours per active employees.

- 9 -



Unknown data forparticipants:

Definition of activeparticipants:

Exclusion of Inactivevesteds:

Reciprocal agreements:

Percent married:

Age of spouse:

Benefit election:

Net investment return:

Annual administrative expenses:

Actuarial value of

assets:

Actuarial cost method:

Note 6: Investments:

Same as those exhibited by participants with similarknown characteristics. If not specified, participantsare assumed to be male.

Active participants are defined as those with at least300 hours in the most recent plan year and who haveaccumulated at least one-half pension credit, excludingthose who have retied as of the valuation date.

Inactive participants over age 70 are excluded fromthe valuation.

Active life retirement and disabilities costs are loaded by0.5% to reflect the cost of reciprocal agreements.

75%

Females 4 years younger than males.

All participants are assumed to elect the 120 monthsguaranteed payments form of payment.

7.50%

$9,000,000, payable monthly, for the year beginningJuly 1, 2010 (equivalent to $8,656,126 payable at thebeginning of the year).

The market value of assets less unrecognized returnsin each of the last three years. Unrecognized returnis equal to the difference between the actual marketreturn and the projected return on the market value,and is amortized over a three-year period. Theactuarial value is further adjusted, if necessary,to be within 20% of the market value.

Unit credit actuarial cost method. Normal cost and actuarialaccrued liability are calculated on an individual basis and areallocated by service.

During fiscal years 2011 and 2010 the current value ofPlan investments (including investments boughtand sold, as well as held, during the year) appreciated (depreciated) as follows:

2011 2010Net gain (loss) on investments sold-

Obligations ofUnited States and Federalagencies $ 479,964 $ 623,785

Corporate obligations 5,181,793 3,195,066

Corporate stocks and future contracts 52,197,716 20,261,462Real estate 1,023,574Funds invested with registered investment

companies 58,229,033 3,942,423

Net gain on investments sold $ 116,088,506 $ 29,046,310

- 10-



Unrealized appreciation (depreciation) oninvestments held -

Investments at current value as determinedby quoted market price:

Obligations of United States and Federalagencies

Corporate obligationsCorporate stocksFunds invested with registered investment

companies

Investments at est imated current value:Real estateFunds invested with private investment

companies

Net unrealized appreciation oninvestments held

Net appreciation in current value

of investments

2011 2010

$( 52,674) $ 435,072( 1,185,749) 7,776,102

79,062,224 14,143,207

( 22.265,403) 70,875,047

55,558,398 93,229,428

$ 39,339,684 $ ( 9,304,234)

24,694,333 17,522,368

64,034,017 8,218,134

$ 119,592.415 $ 101,447,562

$ 235,680,921 $ 130,493,872

The fair value of individual investments that represent 5% or more of he Plan's net assets are as follows:

PIMCO - All Asset Fund

Loomis Sayles - Multisector Full Discretion Fund

Note 7: Fair value measurement:

2011

$ 95,898,391

2010

$ 80,396,341

114,676,936

Financial Accounting Standards Board (F ASB) Accounting Standards Codification (ASC) 820, FairValue Measurements and Disclosures, establishes a framework for measuring fair value. Thatframework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to

measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in activemarkets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservableinputs (level3 measurements). The three levels ofthe fair value hierarchy under FASB ASC 820 aredescribed as follows:

Level I - Inputs to the valuation methodology are unadjusted quoted prices for identical assets or

liabilities in active markets that the plan has the ability to access.

Level 2 - Inputs to the valuation methodology include:

• Quoted prices for similar assets or liabilities in active markets;• Quoted prices for identical or similar assets or liabilities in inactive markets;

Inputs other than quoted prices that are observable for the asset or liability;Inputs that are derived principally from or corroborated by observable market data by

correlation or other means.

If the asset or liability has a specified (contractual) term, the level 2 input must beobservable for substantially the full term of the asset or liability.

Level 3 - Inputs to the valuation methodology are unobservable and significant to the fair valuemeasurement.

- 11 -



The asset or liability's fair value measurement level within the fair value hierarchy is based on thelowest level ofany input that is significant to the fair value measurement. Valuation techniques usedneed to maximize the use of observable inputs and minimize the use of unobservable inputs.

Following is a description of he valuation methodologies used for assets at fair value. There have beenno changes in the methodologies used to June 30,2011 and 2010.

Money Market Portfolio - valued using amortized cost which approximates fair value.

Mutua/funds are carried at net asset value of the shares held based on the closing price reported atyear end.

Corporate bonds, obligations ofU.S. and other governmental securitiesand short-term investmentsare valued based on a quoted price reported in the active market in which the securities are traded orpriced from a matrix.

Common stocks are valued based on quoted market prices at year end.

Private funds, including group trusts and investment entities, are carried at net asset value of theshares held by the Plan at year end, which are based on the fair value ofthe underlying securities andbonds. Partnerships and other investments for which observable market prices in active markets donot exist are reported at fair value, as determined in good faith by the general partners.

Real estate is carried at fair value as determined by formal appraisals. The properties are appraisedutilizing the income approach (the discounted cash flow method), the sales comparison approach(recent sales of comparable real estate), and the cost approach (current cost of reproducing the realestate less deterioration and functional and economic obsolescence),

The investment in Pasadena Gateway Villas represents the net advances and income to the operatingentity, and excludes the cost of land and building which is shown on the schedule ofreal estate owned.

The investment in Raymond Hill Corporation and Subsidiary represents the book value in theoperating entity of Sheraton Grand Hotel, less furniture, fixtures and equipment (FF&E), the netoperating assets of Washington Court Hotel and equity in Park Air Express. The investment in landand building ofWashington Court Hotel and land, building, and FF&E of Sheraton Grand Hotel isheld separately by the Plan, which is shown on the schedule of real estate owned. For year endedDecember 31, 2010, the financial statements of Sheraton Grand Hotel set forth gross revenues of

$11,263,822 and net loss of $1,313,198. Additionally, the Plan received rental income fromWashington Court Hotel of$3,447,748.

The preceding methods may produce a fair value calculation that may not be indicative of netrealizable value or reflective of future fair values. Furthermore, although the trust believes itsvaluation methods are appropriate and consistent with other market participants, the use ofdifferentmethodologies or assumptions to determine the fair value of certain financial instruments could resultin a different fair value measurement at the reporting date.

- 12-



The following table sets forth by level, within the fair value hierarchy, the Plan's assets at fair value

as of June 30, 2011 and 2010:

Assets at Fair Value as of June 30, 2011

Investment Total Level l Level2 Level3

Cash and money marketinvestments $ 122,149,639 $ 7,514,140 $ 114,635,499 $

Mutual fundsU.S. and other governmentsecurities

Corporate obligationsCorporate stocksPrivate fundsInvestment in Pasadena

Gateway Villas,Raymond Hill Corp.

& subsidiariesReal estate owned

Total

306,303,176

34,763,67959,939,194

415,338,492197,858,828

6,226,946587,950,000

306,303,176

34,763,67959,939,194

415,338,492197,85 8,828

6,226,946587,950,000

$ 1.730,529,954 $ 729,155,808 $209,338.372 $ 792,035,774

Thefollowing table sets forth a summary

ofchanges in the fair value

ofthe

Plan'sLevel 3investments for the year ended June 30, 2011:

Investment inPasadena

Gateway Villas,Raymond Hill Real Estate

Total Private Funds Comoration Owned

Balance, beginning of year $ 677,379,897 $ 134,879,402 $ 3,876,921 $ 538,623,574Purchase (sales), net 50,621,862 38,285,095 2,350,025 9,986,742Unrealized gains (losses), net 64,034,015 24,694,331 39,339,684

Balance, end of year $ 792,035,774 $ 197,858,828 $6,226,946 $ 587,950,000

Assets at Fair Value as of June 30,2010

Investment Total Level 1 Level2 Level3

Cash and money marketinvestments $ 35,266,137 $ 9,371,343 $ 25,894,794 $

Mutual funds 329,797,375 329,797,375U.S. and other government

securities 32,498,097 32,498,097Corporate obligations 73,761,776 73,761,776Corporate stocks 390,440,802 390,440,802Private funds 134,879,402 134,879,402

Real estate loan 1,200,000 1,200,000Investment in PasadenaGateway Villas,Raymond Hill Corp.& subsidiaries 3,876,921 3,876,921

Real estate owned 537,600,000 537,600,000

Total $ 1,539,320,510 $ 729,609,520 $ 133,354,667 $ 676,356,323

- 13-



The following table sets forth a summary of changes in the fair value of the Plan's Level 3investments for the year ended June 30,2010:

Investment inPasadena

Gateway Villas,Raymond Hill Real Estate

Total Private Funds Comoration Owned

Balance, beginning of year $ 654, 862,548 $ 108,351,024 $3,261,524 $ 543,250,000

Purchases (sales), net 11,306,776 8,060,719 615,397 2,630,660Realized gains (losses), net 1,968,866 945,292 1,023,574

Unrealized gains (losses), net 8,218,133 17,522,367 ( 9,304,234)

Balance, end of year $ 676,356,323 $ 134,879,402 $ 3,876,921 $ 537,600,000

Note 8: Contributions receivable:Contributions receivable represent the total of amounts received subsequent to June 30 for hoursworked during June and prior months. The Trust Agreement provides for liquidated damages againstemployers who are delinquent in filing reports and remitting contributions. However, the Plan recordssuch items as income only as collected.

Note 9: Investment in Operating Engineers Funds, Inc.:Investment in management corporation represents the total of operating advances to OperatingEngineers Funds, Inc. an affiliate which performs all administrative and operating functions of theTrust.

Note 10: Secured note payable:In March, 2011, the Fund obtained a loan, secured by Vintage Park East property located in Fontana,California. The terms of the note are as follows:

A note payable of$50,000,000, with an interest rate of 4.46% per annum. Interest only paymentsof $185,833 per month until the maturity date of April 1, 2018. On the maturity date anyoutstanding principal will be due.

Note 11: Related party transactions and administrative services:The Plan enters into various transactions with related Operating Engineer Trust Funds in the normalcourse of operations.

Administrative services for the Plan are provided by Operating Engineers Funds, Inc. a non-profitorganization, established to provide such services to affiliated Operating Engineer Trust Funds at cost.Specific identifiable expenses are charged to the respective Trust, and common administrativeexpenses are allocated to each Trust on a percentage basis. Office space is leased from the PensionTrust at rates commensurate with that of other tenants.

Note 12: Securities lending:The Plan participates in securities lending program with JP Morgan Chase, through AmalgamatedBank as investment custodian. Under this program, certain investment securities of the Plan areloaned to investment brokers for a fee. Securities so loaned are fully collateralized by cash and otherinvestments. At June 30,2011 and 2010,$9,115,893 and $38,437,344 respectively, ofthe Trust'ssecurities were on loan under the JP Morgan securities lending program. Collateral provided bybrokers is maintained at levels of at least 100% of the fair value of the securities on loan and isadjusted for market fluctuations. The Plan maintains effective control of the loaned securities with

- 14-



JP Morgan Chase through Amalgamated Bank as investment custodian during the term of thearrangement in that they may be recalled by the Plan at any time. Under the terms of the agreement,the borrower must return the same, or substantially the same, investments that were borrowed. Themarket value of collateral held for loaned securities is reported as collateral received under thesecurities lending program, and a corresponding obligation is reported for repayment of such collateralupon settlement of he lending transaction. Income from the securities lending program was $90,860and $77,755 for the years ended June 30,2011 and 2010, respectively, and is included in interestincome in the statement of changes in net assets available for benefits.

Note 13: Commitments:At June 30, 2011, the Plan had the following funding commitments:

Siguler Guff

Piper Jaffray- Clean Tech AllianceTCW Capital Trust

Note 14: Tax status:

TotalCommitment

$ 30,000,00020,000,00055,000,000

OutstandingCommitment

$ 7,200,00013,760,000

The Fund established under the plan to hold the Plan's assets is intended to qualify pursuant to Section

401 (a) of he Internal Revenue Code. The Fund has obtained a favorable tax determination letter fromthe Internal Revenue Service, and the plan sponsor believes the Fund, as amended, continues toqualify and to operate in accordance with applicable provisions of the Internal Revenue Code.

Note 15: Risks and uncertainties:The Plan invests in various investment securities. Investment securities are exposed to various riskssuch as interest rate, market, and credit risks. Due to the level of risk associated with certaininvestment securities, it is at least reasonably possible that changes in the values of investmentsecurities will occur in the near term and that such changes could materially affect the amountsreported in the statement of net assets available for benefits.

Plan contributions are made and the actuarial present value of accumulated plan benefits are reportedbased on certain assumptions pertaining to interest rates, inflation rates and employee demographics,

all of which are subject to change. Due to uncertainties inherent in the estimations and assumptionsprocess, it is at least reasonably possible that changes in these estimates and assumptions in the nearterm would be material to the financial statements.

- 15-



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F9pc

$577

$

$

$

$577

$577

$

(6se

-

490

490

490

PcInm

PmAAInuo

MamC

FI0pc

171

-

-

-

171

171

(6se

-

170

-

169

-$700

-4