Fannie Mae 2009 Annual Report Download - page 248

the limited partnership, or as a managing member of the limited liability company, as the case may be,
and holds a 0.01% economic interest in such entity. The total amount of Integral’s pro rata share of the
interest payments made to Fannie Mae on the loans since 2006 is less than $1 million.
• Fannie Mae has invested as a limited partner or member in certain LIHTC funds that in turn have
invested directly or indirectly as a limited partner or member in various Integral Property Partnerships,
which are lower-tier project partnerships or limited liability companies that own LIHTC properties.
Integral participates indirectly as a member or the general partner of the Integral Property Partnerships
(each a “Project General Partner”). The Integral Property Partnerships construct, develop and manage
affordable housing projects. Each Project General Partner and its affiliates earn certain fees each year in
connection with those project activities, and such fees are paid from income generated by the project
(other than certain developer fees paid from development sources). Fannie Mae’s indirect investments
in the Integral Property Partnerships, through the LIHTC funds, have not resulted in any direct
payments by Fannie Mae to any Project General Partner or its affiliates, including Integral. Fannie
Mae’s indirect equity investment in the Integral Property Partnerships is approximately $32 million,
which represents less than 4% of the total capitalization and less than 11% of the total equity in all of
the Integral Property Partnerships.
The aggregate debt service and other required payments made, directly and indirectly, to or on behalf of
Fannie Mae pursuant to these relationships with Integral fall below our Guidelines’ thresholds of
materiality for a Board member who is a current executive officer, employee, controlling shareholder or
partner of a company that engages in business with Fannie Mae. In addition, as a limited partner or
member in the LIHTC funds, which in turn are limited partners in the Integral Property Partnerships,
Fannie Mae has no direct dealings with Integral or Mr. Perry and is not involved in the management of
the Integral Property Partnerships. Mr. Perry also generally is not aware of the identity of the limited
partners or members of the LIHTC funds, as Integral sells the partnership or LLC interests to syndicators
who, in turn, syndicate these interests to limited partners or members of their choosing. Based on the
foregoing, the Board of Directors has concluded that these business relationships are not material to
Mr. Perry’s independence.
• Mr. Plutzik’s wife, Lesley Goldwasser, currently serves as a director of Flagstar Bancorp, Inc. Fannie Mae
has conducted business with Flagstar Bancorp, Inc. and its subsidiaries (referred to collectively as
“Flagstar”) during the past five years. Transactions between Fannie Mae and Flagstar include guaranty
transactions and Flagstar’s servicing of Fannie Mae mortgage loans. We estimate that the servicing fees
we paid to Flagstar represented almost 10% of its consolidated gross revenues in 2008, and that the
guaranty income and technology fees we received from Flagstar in 2008 represented less than one-half of
1% of Fannie Mae’s consolidated gross revenues in 2008. In determining whether Mr. Plutzik has a
material relationship with Fannie Mae based on Ms. Goldwasser’s service as a director of Flagstar
Bancorp, Inc., the Board considered the following: Mr. Plutzik’s wife, and not Mr. Plutzik himself, serves
as a director of Flagstar Bancorp, Inc.; Ms. Goldwasser is only a director, and not an executive officer, of
Flagstar Bancorp, Inc.; while the business relationship between Fannie Mae and Flagstar may be material
to Flagstar, it is not material to Fannie Mae; and the relationship between Fannie Mae and Flagstar is
neither of the type or magnitude that would typically rise to the level of consideration by the Board. The
Board also considered Flagstar’s current performance as a counterparty of Fannie Mae. Based on the
foregoing, the Board of Directors has concluded that this business relationship is not material to
Mr. Plutzik’s independence. Further, Mr. Plutzik has agreed to recuse himself from discussion and voting
on any matters relating to Flagstar to be considered by the Board.
The Board determined that none of these relationships would interfere with the director’s independent
judgment.
Mr. Williams is not considered an independent director under the Guidelines because of his position as Chief
Executive Officer.
243