The 2008 Annual Report

The Trustees respectfully submit this Annual Report and account as required by law, for the Beneficiaries,
all national, state, county and local committees of the Republican Party and their elected members. The
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The Trustees of the Republican Leadership Trust

Table of Contents

It Didn’t Have to Be So Ugly. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

The Year in Politics. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

The 2008 Campaign. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
The Presidency. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
The U.S. Congress. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
The State Legislatures. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Governors and Other Statewide Candidates. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
But Had Republican All in One™ been Used. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

The Challenges for 2009 and Beyond. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

GOP Congressional Challenges. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
GOP Gubernatorial Challenges.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
The World has Changed, the GOP Hasn’t.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Doesn’t the GOP Want to Win Elections?. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
It’s Time to Do it Right. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

The Trust Finances. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

The Trust’s Legal Matters. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

The Trust Property. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

The Commercial Competitors. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Enlarging the Board of Trustees. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

Notice to Beneficiaries of Applicable Legal Rights.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

Statement of Assets, Liabilities, Receipts and Disbursements. . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

In Appreciation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
It Didn’t Have to Be So Ugly
2008 was an annus horribilis
for the Grand Old Party. For
a second election in a row.
But as in 2006, Republican
losses in 2008 — for the
Congress and st at e
legislatures — did not have
to occur. Instead, GOP
losses were self-inflicted.
Yes, there’s voter angst over an unpopular President
and the ongoing political chasms between moderate
and conservatives.
But the Republican Party’s steadfast refusal to
embrace Internet driven grassroots politics resulted
in the voluntary forfeiture of nine incumbent GOP
Congressmen and one GOP candidate who should
have knocked off a scandal-plagued Democratic
Congressman; one GOP Senator, Smith of Oregon;
control in five of six state legislative chambers, plus
the chance to regain one state house within GOP’s
grasp. Not since the Chicago Black Sox’s 1919
World Series, has anyone pulled as many punches
as the GOP in 2008.
The GOP’s refusal to recognize the political world is
now dominated by the Internet, not TV, enabled the
Democratic Presidential nominee, Barak Obama, to
raise $770 million in campaign contributions or 3.6
times the funds raised by the Republican
Presidential nominee, John McCain, because $500
million or 64% of donations, was raised online.
Obama spent $745 million in traditional media (TV,
radio, newspaper, staffing) because the Internet
gave him an additional “in-kind” $301.7 million
advantage. Put another way, the GOP would have
to spend $301.7 million in TV advertising to equal
Obama’s free Internet generated advantages.
Yes, there’s a problem with the Republican “brand.“
But the Democrats also know something else.
The World has changed. The Republican Party
hasn’t.
_____________
The only way you win elections
is by getting more of your
supporters to the polls than your
opponents.
1
The Year in Politics
Politico: About the Republicans’ post-election blues:
“[they] want to jump out a window — but they’re
afraid they’d screw that up, too.”
The Washington Post: “No other major campaign
this cycle put technology and the Internet at the
heart of its operation at this scale” as did Obama’s
campaign.
McCain advisor Rob Kubasko: “The election was lost
three weeks before Election Day. What an old, old
election model that was completely obsolete.”
MI GOP Chairman Saul Anuzis: “The open Internet
is antithetical to the hierarchical, top-down model
that heretofore dominated American politics. The
W ashington-centered model of campaign
committees and big-money fund-raisers and media
buys is rapidly collapsing. And the Republican Party
needs to embrace that change.”
Politico: “The Republican infrastructure is
crumbling.”
McCain’s general counsel Trevor Potter: [Obama’s
30-minute infomercial was] “at that moment when
our ... outside finance people and others realized
they were dealing with a different league here. They
[asked how we will respond]? And the answer was
we weren't . . . because we didn't have it.”
The Guardian: “Future elections must be fought
online. Obama's masterful leveraging of web 2.0
platforms marks a major eruption in electoral politics
– in America and elsewhere - as campaigning shifts
from old-style political machines, focused on
charming those at the top of organizations, towards
the horizontal dynamics of online social networks.”
Washington Post: “2008 made one thing clear: If
allowed to go unchecked, the Democrats' structural
advantages, including their use of the Internet, their
more than 2-to-1 advantage with young voters, their
discovery of a better grassroots model -- will be as
big a threat to the future of the GOP as the toxic
political environment [ ] faced the last few years.”
The New York Times: “Maybe [Republicans] like the
hole their party is standing in and want to dig it even
deeper. That’s their right, but it does the country no
good.”
This just in.
Los Angeles Times: Obama to spend $75 million a
year to keep his 2008 grassroots network in place
until 2010, with full-time staff in every Congressional
district. Code-named Barak Obama 2.0, everyone
in the know says this is unprecedented.
 The 2008 Campaign
According press accounts, FEC and IRS filings the
comparing online success of Barak Obama/
Democrats to John McCain/ GOP is as follows:
O Obama had 3.1 million donors who made 6.5
million online donations raising over $500 million.
McCain 258,000 online contributors for $51 million.
O Obama had over 13 million email addresses,
McCain approximately 300,000. (Kerry’s 2004
campaign had 3 million email addresses).
O Obama sent out more than 1 billion emails.
O 2 million profiles created on Obama’s social
network, MyBarakObama.com (MyBO), on top of 5
million supporters on independent social networks
i.e., Facebook and My Space.
O MyBO volunteers staged 200,000 offline events,
organized 35,000 volunteer groups, wrote 400,000
blog posts, and made 3 million GOTV phone calls.
According to Pew Research, McCain wasn’t fully
functional until September.
O Over 1 million people signed up for Obama's
text-messaging, getting 20 messages per month.
O On Facebook, over 3.2 million signed up as
Obama supporters. Facebook's Election 2008 page,
which listed an 800 number to call for voting
problems, had more than 5.4 million users clicked
the “I Voted” button. McCain had only 600,000
Facebook supporters. Obama had more than
112,000 Twitter supporters; McCain, 4,600 followers.
O Online viewers watched 14.5 million hours of
Obama’s official online videos, which would cost
$47 million if purchased as TV ads.
O Obama supporters uploaded over1,800 videos on
BarackObama.com channel, with over 115,000
subscribers, and 97 million views, 18 million visits.
McCain only 330 videos uploaded, 28,000
subscribers, 2 million visits and 25 million views.
O In September, Obama raised over 65% of funds,
$100 million of $150 million online, Obama’s most
successful fund-raising month, attracting 632,000
new donors. Obama’s prior record: $66 million in
August with 500,000 first time donors.
O Obama topped Ron Paul’s online one-day $5
million record by raising $10 million in 24 hours after
Palin’s Sept. 3, 2008 acceptance speech.
O Obama had grassroots finance committees
mirroring Democrats’ national finance committee
high-dollar bundlers. In self-generated MyBO fund-
raising pages, 70,000 people raised $30 million.
O Yet, Obama’s Internet costs were marginal, $7.97
million in online advertising, which $3.5 million was
spent on Google, $467,000 for Facebook.
O In the end, Obama spent approximately 2¢ to
raise $1.00 in online campaign contributions; or 4%
of what McCain to raise funds via direct mail.
O Because of online fund-raising, Obama outspent
McCain 5.5 to 1 in the final 2 ½ weeks, $146.6
million to $26.5 million.

2
O Obama spent a total of $740 million, including
$252 million since Oct. 1. McCain, limited to $84
million public financing, spent 39% of Obama.
O Over 888,000 MoveOn volunteers accounted for
over 20.8 million hours for Obama; while raising an
additional $88 million in campaign contributions.
O MoveOn has 4.2 million online members which
raised over $120 million since 2004. 75% of
MoveOn members are over age 35. On average,
MoveOn email message response rate is 10%.
O ActBlue raised over $45.7 million in online
contributions from 420,000 donors in 2008. GOP’s
counterpart, Slatecard, raised only $650,000.
O GOP (RNC, NRCC and NRSC) spent $33 million
(24% of its total expenditures) or 159% what DNC,
DCCC and DSCC (Democrats) spent on consultants.
O While GOP spent $9.8
million on list
management, 5 to 1 what
Democrats spent, and
both equal in direct mail;
Democrats outspent GOP
almost 2 to 1, $51.9
million to $27.7 million on
I nt er net t ec hnol ogy,
grassroots and
telemarketing. The GOP
retained not one industry-
recognized ASP (Applied
Service Provider); Democrats 6.
O GOP Megadonor support fell 34.8% from 2004,
PAC/527s support down 43.9%. Demo megadonors,
PAC/527s out-contributed GOP megadonors,
PAC/527s 2 to 1.
O Democrats achieved fund-raising parity with GOP
in Federal contributions 50%-49%, in 2004 it was
43%-56%.
O Because of the Internet, Obama press coverage
was 36% positive, 35% neutral and 29% negative;
while McCain was the opposite: 57% negative, 29%
neutral, 14% positive.
Bottom Line: Obama out-raised McCain 3 to 1 in
cash and in-kind contributions. GOP would need
$301.7 million to buy traditional media to duplicate
the Obama/DNC free new media online success.
Obama’s unrivaled new media fund-raising success
produced so much extra cash it boosted Obama’s
traditional media over McCain 5 to 1.
3
The Presidency
Obama’s Internet strategy made
the difference. 2008 election
results’ two critical points:
(1) too many Republicans didn’t
bother to vote;
(2) the younger, more affluent
and more educated voters went
Democratic.
O Obama got less votes in 2008 than Kerry received
in 2004 in AL, AK, AR, LA, OH (32,130), OK and
WV, and did only marginally better than Kerry in NJ
(173,621 votes), NY (49,106) and WA (30,000).
O But Obama out-performed Kerry in 41 states,
including former Bush-won IN, IA, NV, NM, PA (8%),
TX (20%), and VA (26%).
O Example: In PA McCain scored an increase in
Republican TLI (Turnout Loyalty Index) in 14 of 67
counties, Obama’s increase in Democratic TLI in but
10 counties gave him the 759,304 vote margin to
offset McCain’s 155,143 vote margin in the
remaining counties; enabling Obama to win the
Keystone State’s 21 electoral votes.
O 25% of Obama's increased black American votes
came from 811,000 who voted GOP in 2004.
O 30% of Obama’s increased Hispanic votes came
from 719,000 who voted Republican in 2004.
O Obama won Independents, 52%-44%, Moderates
60%,-40%, all supposedly McCain’s anticipated
strength.
O Obama won 69%-31% of first-time voters, 66%-
33% of voters under 30, 52%-46% of 30-44 age
group, 50%-49% of 45-64 age group, only over 65
age group went McCain.
O Obama won all age, higher-education, and higher-
income groups who, per Pew Research Center data,
routinely rely more on the Internet than traditional
media.
O McCain suffered a substantial decline in votes
compared to Bush, regardless if he won or lost the
state. In NY, McCain got 386,207 less votes in 2008
than Bush. In OH, McCain got 357,909 less votes
than Bush.
O Ironically, 2.7 million fewer veterans voted in an
election with most-likely the last Vietnam veteran
running for president.
O There were also 4.1 million fewer regular church-
going voters. Does anyone argue Americans aren't
suddenly going to church less?
O Nationwide there were 4.1 million fewer
Republicans voting in 2008 than in 2004.
Bottom Line: Obama’s online strategy boosted
turnout where it counted, in GOP affluent suburban
strongholds as well as the inner-urban Democratic
base. And it was that marginal increase that made
difference up and down the ballot.
The U.S. Congress
O Democrats gained 20 additional seats in the U.S.
House of Representatives, winning all 12 open
House seats (2 seats still undecided), and defeating
12 of 18 incumbents for re-election.
O Coupled with 30 House seats they gained in 2006,
Democrats now control 255 House seats to only 174
Republicans, the lowest percentage of GOP held
seats since Watergate.
O The combined two-election 50 House seat loss
represents a turnover of 11.4% in the House.
O It is the first time in over 20 years that the GOP
suffered House turnover losses of greater than 6%
in two successive elections.
O Historically, this indicator is an ominous sign of
long-term Democratic control in the Lower Chamber.
O There are only five House Republicans left
representing districts that Kerry carried in 2004, and
three of these seats are from Southeastern PA.
O By contrast, 81 House Democrats now represent
districts that President Bush carried in 2004.
O There are now no Republican House members in
New England.
House Party Changeovers 2006 and 2008
O Republican to Democrat O Democrat to Republican
O Only two states, Kansas and Texas, saw a GOP
gain in Congressional representation in 2008; while
New York and Ohio saw Democratic gains of at least
3 net seats. Another 14 states saw a net Democratic
gain of at least 1 seat.
O Overall, Democratic congressional candidates
won 59,713,061 or 53.04% of votes cast in electing
255 members for their 20 pickup. The GOP
congressional candidates won ten million less votes,
or 49,717,154 which is 44.16% of votes cast, for
their 19 seat loss.
O Democrats control 84 CPVI ranked Republican
Congressional Districts, while GOP has only 10
CPVI ranked Democratic Congressional districts.
4
O The situation is more threatening in the Senate,
as the turnover loss as percentage was 6% in 2006
and 8% in 2008.
O The combined two election Democratic gains is 14
U.S. Senate seats (6 in 2006 and 8 in 2008)
representing a percentage of party turnover of 14%.
O For the second election in a row, no Democratic
seat was lost.
Senate Party Changeovers 2006 and 2008
O Republican to Democrat O Democrat to Republican
O Historically, any time a party suffered a turnover
percentage loss greater than 13% it took 12 years to
recover. In other words, the GOP will not have a
statistically viable chance of recapturing the Senate
until 2020.
O Class 1, elected in 2006 comes up in 2012, when
Obama seeks re-election
O Class 3, up in 2010, still requires the GOP to
defend 19 seats, most in states Obama carried, with
Democrats 17, only two in GOP states.
O In the upper Chamber, Democrats won
33,308,925 or 51.2% of all votes cast, while the
GOP won 29,604,110 or 45.5% of all votes cast. The
slim ray of hope is that the GOP vote share actually
went up from 2006 to 3.1%, while the Democratic
vote share declined 1.7%.
O Average ActBlue contribution was $89.92 of which
85% of estimated $45.7 million went to 1,622
Democratic Congressional and state legislative
candidates. ActBlue raised $1 million for Democrats
in a single day, and over $67,556,456.27 since its
inception in 2004.
O MoveOn raised another $3,854,978.92 for
Democratic Congressional races; spent another
$3,073,503.30 for Elizabeth Dole’s opponent.
Bottom Line: By ignoring the Internet, the GOP’s
self-inflicted losses of marginally close elections has
generated such high party change-over rates that
historically implies one-party Congressional
dominance over multiple decades.
 The State Legislatures
Democrats gained control over more state
governments, and now dominate both the legislature
and governor’s office in 17 states, compared to just
eight for Republicans.
State Legislatures by Party Control
O Democratic Control O Republican Control O Split Control
Voters reversed recent trends, as there are fewer
states with politically divided legislatures since 1982.
Now only eight states have split legislative control.
GOP retains control in only 14 states, lowest number
since Clinton’s 1992 election; and in 2008 increased
their majorities in only Arizona and the Pennsylvania
Senate.
Democrats now control 27 state legislatures, and
increase of four states, or 60 of the nation’s 98
chambers, up from 57 (Nebraska is officially non-
partisan). 2008 was no exception that the party that
wins the White House gains legislative seats, which
has occurred in 20 of past 28 elections since 1900.
Partisan control of legislatures shifted in a dozen
states. The GOP’s bright spots were the take overs
of the Senate in Oklahoma and Montana and both
Tennessee chambers. Republicans wrested back
control of the Montana Senate lost in 2004. The
GOP also cut into Democratic majorities in the North
Carolina Senate and New Hampshire House.
However, the Democrats took over five chambers
GOP controlled for over a decade: the New York
Senate, Delaware House, Wisconsin Assembly,
Ohio House and Nevada Senate. These gains
enabled the Democrats to seize control of four
legislatures: Delaware, Nevada, New York and
Wisconsin. The loss of New York Senate now
renders the Northeast solid blue as every chamber
north of Virginia in 27 states is now Democratic —
the lone Republican exception being Pennsylvania
State Senate.
5
The Democrats also secured veto-proof majorities in
both chambers of Connecticut and all but eliminated
remaining GOP opposition in Hawaii, Massachusetts
and Rhode Island legislatures, and increased
Democratic majorities in closely divided Iowa,
Indiana, Michigan, Oregon and Pennsylvania
Houses. Democrats took over the Nevada Senate
by gaining two seats in the Las Vegas area and with
one additional Nevada House seat, retain a
two-thirds super-majority.
Out of the 1,971 state senators, 1,024 are
Democratic; while Republican senators are down to
888. Out of the 5,411 state representatives, 3,058
or an increase of 94 are now Democratic. GOP
state representatives down to 2,331. Overall, GOP
lost 7% of its state senators and 12% of its state
house members since the apex of Republican
elected state legislators scored in the post 9/11 2002
election.
Why such losses? Case in point: for the first time in
recent history, the Democratic PCI (Partisan
Consistency Index) in Pennsylvania was lower than
the GOP PCI, 13.4% to 14.7%. This means that
more GOP voters split their ballot than Democrats.
So even if Republicans did go to the polls, they
didn’t vote straight ticket in 2008 as in years past.
Governors and Other Statewide Candidates
Democrats scored only a single pickup in the
gubernatorial sweepstakes, winning Missouri’s open
GOP seat. Indiana, North Dakota, Utah and
Vermont ensure all incumbent GOP governors won
reelection. But Democrats won open Democratic
governor’s offices in Delaware, and North Carolina.
Montana reelected its Democratic incumbent by a
landslide, despite GOP’s gaining the state house.
Democrats also retained New Hampshire,
Washington and West Virginia. While no changes
among attorney generals, Democrats won Missouri
and Ohio which were trending Republican.
Democrats now control 31 attorney general offices,
Republicans hold 19. Democrats won most of other
statewide races.
Bottom Line: Unlike prior periods of Democratic
state legislative domination, this cycle is occurring
before the 2010 biannual redistricting, a threat which
can only compound GOP losses.
But Had Republican All in One™ been Used
The generally accepted metric (benchmark) for use
of GOTV software like Republican All in One™ is a
7.5% increase in voter turnout. Republican All in
One™ has exceeded the benchmark in three
successive beta tests in Pennsylvania’s heavily
Democratic Allegheny County (Pittsburgh). Applying
the benchmark to votes cast would have resulted in
the prevention of at least half of the Republican
losses in the states below.
Congressional Races
Had Republican All in One™ been used, GOP would
have won the Idaho 1st (Rep. Bill Sali), Michigan 7th
(Rep. Tim Walberg), New York 29th (Rep. John
Kuhl), Ohio 1st (Rep. Steve Chabot), Pennsylvania’s
3rd (Rep. Phil English) and Virginia’s 5th (Rep. Virgil
Goode), in addition to re-electing both Sen. Norm
Coleman (R-MN) and Sen. Gordon Smith (R-OR).
The GOP would have also retained the Alabama
2nd seat of retiring Rep. Terry Everett, Maryland 1st
vacated by Rep. Wayne Gilchrist, James Saxton’s
New Jersey 3rd, and Deborah Pryce’s Ohio’s 15th
Delaware
Republican All in One™ would have prevented the
GOP losses of John S. Clatworthy in the 4th Senate
district, along with Robert J. Valihura, Jr. in the 10th
House, Terry R. Spence in the 18th House and
Vincent A. Lafrik in the 18th House District, all in
New Castle County, along with Nancy H. Wagner in
the 31st House (Kent County) and Gregory A.
Hastings in the 41st House (Sussex County).
Nevada
Without Republican All in One™ Sen. Joseph Heck
was defeated in the 5th
District along with Sen. Bob
Beers in the 6th, both in
Clark County. Republicans
are the majority party in
both districts, albeit by
slight margins of 40% and
42%, independent voters
representing the swing vote.
Republican All in One™
would have been indispensable in identifying and
assuring misaligned Independents went to the polls
to vote Republican.
6
New York
While the software would not
have prevented GOP losses in
New York State Senate races in
the 3rd (Suffolk), 11th and 15th
(Queens), it would hav e
prevented the GOP losses in the
48th (Jefferson, Oswego and St.
Lawrence counties) and the 58th
and 59th (Erie), which would
have enabled the GOP to gain a seat to increase its
majority. (The 48th State Senate was lost to a
Democrat earlier this year in a special election,
despite the district being two to one Republican).
North Carolina
Republican Pat McCory would have
defeated Democratic Lt. Gov. Bev
Perdue in North Carolina, had
Republican All in One™ with at least
2,129,327 votes, a 8,006 vote
margin.
Ohio
Republican All in One™ would have easily prevented
the losses of Republicans Collen Grady in Cuyahoga
County’s 18th and in Franklin County, Brad Lewis in
the 19th and State Rep. Jim McGregor in the 20th;
also State Rep. Carol Ann Schindel in the 63rd
House District in Lake County and Jill Thompson in
the 92nd District of Athens, Meigs, Morgan Counties
and part of Washington County. All of the above
seats were Democratic conversions.
Pennsylvania
Had the state GOP adopted Republican All in One™
it would have retained the
state house seats in the
13th (Chester County),
70t h (M ont gom ery
County), 157th (Chester
Co.), and taken back one
seat l ost to the
Democrats in the 2006
tsunam i, the 151st
(Montgomery Co.), all
seats being in the suburban southeastern part of the
state that went heavily Democratic. This would be
in addition to retaining the 3rd Congressional District
and winning what the GOP thought it would win the
11th District of embattled Rep. Paul Kanjorski.
Wisconsin
Use of Republican All in One™ would have easily
prevented the loss of State Rep. Frank Lassee in the
2nd House District, and would have enabled Debit
Towers to unseat Rep. Kim Hixson in the 43rd
House District along with Dan Moga to have
unseated Rep. Jeff Wood in the 67th District.
 The Challenges for 2009 and Beyond
GOP Congressional Challenges
2010 US Senate Races
O Safe Democratic O Safe Republican (Shaded by Risk)
O Republican Seat at Risk O Democratic Seat at Risk
In 2010, GOP must defend 19 seats, Democrats 17
(including the seats vacated by Biden and Clinton).
Many of these Republican senators up for reelection
face stiff races in states won by Obama, starting with
George Voinovich’ seat (OH), Judd Gregg (NH),
Richard Burr (NC), and Arlen Specter (PA). Add
Lisa Murkowski, (AK), David Vitter (LA), Kit Bond
(MO), and Jim Bunning (KY). John McCain’s seat in
Arizona is no guarantee, and if Charles Grassley
vacates his seat in Iowa, then both become
Democratic targets. The only safe Republicans are
the eight seats held by Richard Shelby (AL), Johnny
Isakson (GA), Mike Crapo (ID), Tom Coburn (OK),
Jim DeMint (SC), John Thune (SD), and Robert
Bennett (UT) plus Sam Brownback’s vacated
Kansas seat. Mel Martinez’s vacated Florida seat is
also rated highly competitive.
On the other hand, the 15 Democrats up for
reelection are hardly vulnerable: Barbara Boxer
(CA), Ken Salazar (CO), Chris Dodd (CT), Daniel
Inouye (HI), Barrack Obama’s old seat (IL), Evan
Bayh (IN), Barbara Mikulski (MD), Harry Reid (NV),
Chuck Schumer (NY), Ron Wyden (OR), Patrick
Leahy (VT), Patty Murray (WA) and Russ Feingold
(WI), plus the additional Democratic seats belonging
to Biden and Clinton are, if 2008 results are any
guide, relatively safe. Only seats held by Arkansas’
Blanche Lincoln and Bryon Dorgan in North Dakota
are states that went Republican in 2008.
Democrats have already noted substantial shifts
suggesting more GOP Congressmen are vulnerable
i.e, in Virginia, noting McCain’s share of votes
compared to Bush’s 2004 share of votes.
7
GOP Gubernatorial Challenges
2009-2010 Gubernatorial Races
O Safe Democrat O Safe Republican (Shaded by Risk)
O Republican Seat at Risk O Democratic Seat at Risk
The big prize fights however are for Governor. The
GOP defend 16 states, Democrats 17. However,
California, Connecticut, Hawaii, Minnesota, Nevada,
Rhode Island are six GOP held seats in heavily
Democratic trending states. Alaska and Arizona
would nominally be a GOP seats. Only five
gubernatorial offices — Florida, Georgia, Idaho,
Nebraska, and North Dakota — appear safe in the
Republican column.
Democrats traditionally must battle for their
executive mansions in six states: Arkansas, Iowa,
Kansas, Oklahoma, Tennessee, and Wyoming.
Obviously, incumbents’ popularity will weight heavily
on retaining these states.
Gubernatorial offices in heavily Democratic states
of Illinois, Maine, Maryland, Massachusetts, New
Mexico, New York, Oregon, West Virginia and
Wisconsin means the Democrats have the edge in
ten states.
Pennsylvania, now Democratic, historically switches
parties every eight years, due to relatively equal
voter registration and an united GOP. Because of
the Obama voter registration surge, such is no
longer the case, as Pennsylvania Democrats now
have a 1.2 million registration edge along with a
revitalized party.
The World has Changed, the GOP Hasn’t
Even London’s august Guardian understands that
“future elections must be fought online. * * *
Obama's masterful leveraging of web 2.0 platforms
marks a major eruption in electoral politics — in
America and elsewhere — as campaigning shifts
from old-style political machines, focused on
charming those at the top of organizations, towards
the horizontal dynamics of online social networks.”
Doesn’t the GOP Want to Win Elections?
An annual report is not the most effective forum to
discuss the GOP’s structural problems. For an
extensive examination of the contrasting culture of
the Republicans and Democrats, readers are well
served to read Professor Jo Freeman’s The Political
Culture of the Democratic and Republican Parties in
the fall, 1983 edition of Political Science Quarterly.
Perhaps Saul Anuzis said it best in the Politico: “The
W ashington-centered model of campaign
committees and big-money fundraisers and media
buys is rapidly collapsing. And the Republican Party
needs to embrace that change.”
In other words, just as the Democrats have learned
they can’t win elections from inside Tammany Hall,
Republicans now must learn they can’t win elections
from inside country clubs. It is now the Internet, not
cocktail receptions that raise money and volunteers
that translates into votes. While television
advertising is still essential, it effectiveness is no
longer dominant. Reiterating the Guardian, “future
elections must be fought online.”
To make this transition, what the GOP requires is a
heavy dosage of First Amendment medicine. The
GOP belongs to Main Street voters, not K Street
operatives. The new words in the GOP vocabulary
must be Coalition and Consensus, not Command
and Control. The people who represent the GOP
are the elected Committee-people who work for free,
not the self-anointed campaign consultants, holding
hostage 25% of the Party’s funds for their windfall.
The GOP has to think Facebook and Twitter, not
caviar and champagne. Campaigns should be
managed by community-based Republicans who pay
taxes and mortgages, not “boy-men” sporting peach
fuzz and white-gloved “Daddy’s little girls” interning
at the Republican National Daycare Center while on
Spring Break.
Professor Freeman observes the Democrats act as
a social movement, the GOP as if it is a corporation.
Democrats have achieving their lopsided 2006 and
2008 victories by their dependence on Internet
generated networks of volunteers spearheading the
fundamentals of grassroots campaign, the “Ground
Game.” Meanwhile, the GOP relies on paying
professionals to do the same thing. In fact, McCain
8
hired 402 consultants, on top of up to 370 hired by
RNC, NRCC and NRSC, who collectedly cost the
GOP $156 million or 24% of all funds raised.
(Obama hired only 266). While Democrats seek to
expand their “membership” base to expand
grassroots networking, Republicans think the
solution is simply to raise more funds to allocate
existing resources. But according to every known
court ruling, GOP is suppose to be in the business
helping candidates winning elections, not power
brokers making money.
Unless the Bill of Rights was repealed by the
Patriotic Act, it still remains the indelible First
Amendment rights of all Republicans to participate
within their chosen political party. Local committee
people and activists are not perfunctory pawns to do
the Party’s robotic bidding by top-bottom Orwellian
“good solider” conformity. The GOP that Lincoln, or
TR or Reagan knew, is an open-ended political
party, not a closely held corporation.
It’s Time to Do it Right
Obviously, as a charitable trust the Trustees cannot
do everything. And they shouldn’t exceed their “pay
grade.” But this is what the Trustees can do.
O The Trustees will enlist
Republican activists to serve
as District Trustees in as
many of the nation’s 182,929
election precincts, to support
(not usurp) the 365,858 GOP
committeemen and
committeewomen, to develop
the House List essential for an
Internet-driven GOTV Ground
Gam e f or 2010 by
establishing local “socnets”
(social networks) in each
precinct and municipality.
O The Trustees will launch the largest online fund-
raising campaign to-date for all GOP candidates and
2010 eventual nominee escrow accounts. Keep in
mind, portions of what the Trustees raise are not
campaign contributions or expenditures according to
Pennsylvania authorities.
O The Trustees will expand GOP onDemand™ to be
the Republican Party’s primary online clearinghouse
for “routing” information, fund-raising, and social
networking inquiries and requests to state, county
and local Republican committees.
O The Trustees will urge every county Republican
committee not yet online to sign-up for myGOPSite™
the goal being 90% of all 3,099 county Republican
committees having their own website by October,
2009.
 The Trust Finances
The Trustees reasonably concluded that mirroring
the financial development of its Democratic
counterpart, MoveOn, would produce satisfactory
results. Such initial support required to sustain the
Trust until Internet contributions took over, did not
materialize per expectations. There was no GOP
counterpart to the Democrat’s Linda Pritzker or
George Soros. Party-wide, GOP mega-donor
contributions feel 65% from 2004
As a result, the Trustees’ Democratic counterparts,
MoveOn had 4.2 million members, who raised over
$120 million and contributed 20.8 million hours.
ActBlue raised over $45.7 million in online
contributions from 420,000 donors in 2008. All while
the Trustees were precluded from doing anything.
Nonetheless, the principal loss were suffered by the
Trustees themselves, outside expenses were kept to
minimum. However, under Pennsylvania law, all
such deferred compensation and expenses are liens
against the Trust Property.
Accordingly, the Trustees have settled upon a two-
prong approach relying first, on the
netrooting support while assessing
licensing fees to candidates to
subsidize the GOP committees’
free usage of Republican All in
One.™ Broken down by state, fees
are still far below what commercial
vendors would charge for less
adequate service. A more expansive discussion
ensures in the Notes to the Statement.
The Trust’s Legal Matters
Unlike any political or campaign committee, PAC or
527, the Trustees are “officers of the court.”
Administering the Trust in its incipiency proved to be
intellectually challenging, as a modern political trust
is sui generis. The Trustees participate in ongoing
procedural and practice discussions with
Pennsylvania’s Attorney General and the General
Counsel, the former as required by court rules
While matters concerning charitable solicitation law
compliance was satisfied, the issues imposed by
aggregate campaign contribution limits in various
states, which the GOP committees’ basis interest in
the Trust Property would exceed, remains unsettled.
The Trustees’ decision to distribute the Trust
Property to individually elected committee people in
lieu of their committees is expected to be
strenuously object by those states.
Additionally, multiple Republican committees have
exposed themselves relative breach of co-fiduciary
duties and risk impoundment of campaign proceeds
raised by the Trustees. A more expansive
discussion ensures in the Notes to the Statement.
9
The Trust Property
The Trust exists to provide Republican All in One™
Political Suite™ an online, CRM (contact relationship
manager) SocNet (social networking) SAAS
(software as a service), and its public portal, GOP
onDemand™ without prejudice and at no cost to all
national, state, county and local Republican
Committees and their elected members.
Republican All in One ™
while providing all features competitor vendors offer
remains unrivaled because, through as a charitable
trust, it can legally bypass McCain-Feingold to
integrate all Republican candidates and 367,000
GOP committee-people from 182,000 precincts into
one social network. The Trust’s Democratic
counterparts cannot.
Bottom Line: In 2007-08 cycle, RNC, NRCC and
NRSC paid $156 million to at least 373 consultants,
spending up to $128,954,000 or 20% of all Federal
funds to duplicate via their Washington top-bottom
model what a Republican All in One™ generated
GOP grassroots model would have provided – at
one percent the cost.
The Commercial Competitors
The Trust was established because the existing
commercial political technology vendors’ pricing
strategy is designed to discourage low-end local
GOP clients; because the expense to service small
clientele is not profitable. Commercial vendors also
provide no continuity from election to election,
obtaining windfall profits by re-inventing the wheel,
such software grossly overpriced to exploit the
market susceptibility of candidates’ time-constraints.
Moreover, one of the major vendors is under a cloud
by virtue of a Pennsylvania grand jury, as press
accounts suggest $2 million in taxpayer funds was
converted by the GOP for campaign purposes.
Press now reports a second commercial vendor is
now a grand jury target. Of course, press reports of
secret grand jury proceedings is not proof of guilt.
But why take such a risk? As a matter of law, the
Trustees, unlike commercial vendors, are “officers of
the court” subject to constant supervision of the
Pennsylvania courts and Attorney General. The
fiduciary standards imposed on the Trustees are the
highest known under law. And the Trustees are not
seeking windfall profits.
Bottom Line: It is disingenuous to assert the GOP
doesn’t have the political technology, when the Party
already owns such technology. Why then, go to a
commercial vendor?
Enlarging the Board of Trustees
The Board of Trustees has been enlarged from the
three to fifteen members, based on the expert
opinion on nonprofit governance admitted before the
Pennsylvania Orphan’s Courts. The state
associations under Rule 5 of the Rules of the
Republican Party are to transmit candidates which
the current Trustees must select to fill co-trustee
positions in 14 circuits representing regions
throughout the nation.
If the States Associations do not recommend such
candidates, then the Philadelphia Orphans Court will
name the co-trustees.
Enlargement of the Board of Trustees assures
increased participation by persons of statute which
increases accountability to all beneficiaries as well
as the general public. Each co-trustee is responsible
for interaction with all GOP committees and
candidates within his respective circuit of states.

Co-Trustees by Circuits by RNC Caucus

Co-Trustees for each circuit (in blue) are elected by the State Associations (in
red) established under Rule 5(a)(2) of Rules of the Republican Party, subject
to the consent of the Pennsylvania Attorney General. If any of the associations
fail to pick a co-trustee, then the Philadelphia Courts make the choice.

10
 Notice to Beneficiaries of Applicable Legal Rights
This Annual Report of the Trustees of the Republican Leadership Trust constitutes a Notice under the
Pennsylvania Uniform Trust Code, 20 Pa.C.S. §§ 7701-7799 to all Beneficiaries, being any “regularly
constituted” or “duly qualified national, state, county, municipal, ward, district and local committees of the
Republican Party” or “any elected member therein” as established by applicable state law, who shall be
informed as follows:
(1) A trust has been created October, 4, 2007 in and of the City and County of Philadelphia, to which you
are a Beneficiary thereto and accordingly, have certain rights and privileges under law.
(2) The Settlors (the party bequeathing the trust) are the 59th Republican Ward Executive Committee,
Philadelphia PA and specific individuals making donor-restricted contributions thereto.
(3) The names of the Trustees are as of Dec. 31, 2008), Frederick W. Hess, III, Hon. H. Paul Senft, Jr.
(until December 31, 2008), and Hon. Peter J. Wirs, at the name, address and phone number as follows:
The Trustees of the Republican Leadership Trust
6145 Germantown Avenue
Philadelphia, Pennsylvania 19144-2047
215-843-0500
www.RepublicanTrustees.org.
(4) All Beneficiaries of record are entitled to a copy of the trust agreement. A copy of the trust agreement
is available online at www.RepublicanTrustees.org.
(5) All Beneficiaries of record are entitled to receive not less than annually, a written report of the trust's
assets and their market values if feasible, the trust's liabilities and the trust's receipts and disbursements
since the date of the last such report.
Important Notice of Legal Rights to All Beneficiaries
This Annual Report constitutes an important legal notice to you. You may not challenge a transaction or
assert a claim against the Trustees for a breach of trust on the basis of the transaction when you have been
provided a copy of this Annual Report which has disclosed the material transaction for the year in which the
transaction has occurred and for each of the four subsequent calendar years and you did not notify the
Trustees within six months of receiving the fifth annual report that you object to the transaction and provide
the basis in writing for that objection. 20 Pa.C.S. § 7785(a)(1).
Statement of Assets, Liabilities, Receipts and Disbursements
The Trustees of the Republican Leadership Trust offer this annual account as required by law, 20 Pa.C.S.
§ 7780.3(i) to acquaint interested parties with the transactions that have occurred during the administration
of the Trust. It is important that the account be carefully examined. Requests for additional information or
questions or objections can be discussed with the Trustees of the Republican Leadership Trust
Assets
Software .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $17,000.00
Uncollected Pledges. . . . . . . . . . . . . . . . . . . . . . . . $387,672.00
Receipts
Contributions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $64,225.00
TOTAL .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . $468,897.00

Liens on Advances
Deferred compensation. . . . . . . . . . . . . . . . . . . . . . $262,500.00
Development & Maintenance.. . . . . . . . . . . . . . . . . . $80,000.00
Professional fees. . . . . . . . . . . . . . . . . . . . . . . . . . . . $35,154.00
General & Administrative.. . . . . . . . . . . . . . . . . . . . . $10,018.00
Total .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . $387,672.00
Disbursements
General & Administrative.. . . . . . . . . . . . . . . . . . . . . $59,225.00
Development & Maintenance.. . . . . . . . . . . . . . . . . . . $5,000.00
Total .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $64,225.00
Balance on Hand (Assets). . . . . . . . . . . . . . . . . . . . . . . $17,000.00
TOTAL .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . $468,897.00
T his statement is on an accrual basis representing year-end transactions. T he T rust’s filings with the Internal R evenue Service (IR S Form
8872) under 25 U .S.C . § 527 is a c as h basis up until end of the reporting period. T his statement is qualified by and shall be read in
conjunction with the N otes and Management’s D iscussion of R esults appearing below.

11
 SCHEDULES, NOTES TO STATEMENT, & MANAGEMENT’S DISCUSSION OF RESULTS

Note 1 — Summary of Significant Accounting Policies

(A) Description — The Republican Leadership Trust (the “Trust”) was established by a October 4, 2007
Trust Agreement pursuant to the Pennsylvania Uniform Trust Act (“UTA”), 20 Pa.C.S. § 7701-7799 to
administer the Trust Property, Republican All in One™ Political Suite™ a multi-function CRM (contact
relationship management) SocNet (social networking) SAAS (software as a service) without prejudice on
behalf of the designated cestui que trust (beneficiaries), being all national, state, county, municipal, ward,
district and local committees of the Republican Party or any elected member therein. The Trust is
administered by one full-time trustee (the Trustee Chairman) compensated by salary and fourteen part-time
trustees representing regions throughout the nation (circuit trustees) compensated by commission.
Notwithstanding that the intended consequences of the Trust Property is Republican electoral successes,
the Trust’s purpose is to promote by prevailing technology the First Amendment right of “strategic
association,” i.e., the meaningful opportunity of all voters generally and Republicans specifically to
participate in the political process, while also promoting internal party accessibility, accountability and unity,
all which is charitable activity Taylor v. Hoag, 278 Pa. 194, 116 A. 826 (1922); Note, Charitable Trusts for
Political Purposes, 37 VIRGINIA L.REV 988 (1951) 2 RESTATEMENT THIRD, Trust, § 28, such purpose being
“imbued with general social significance." In re Falcone Estate, 27 D.&C.3d 540, 544 (Northampton Co. O.C.
1983). The Trustees are prohibited by the UTA, 20 Pa.C.S. § 7773, in addition to applicable Federal and
state statutes, from promoting, attacking, supporting or opposing (“PASO”) any candidate for Federal, state,
municipal public or political office. The Trustees adopt Internal Operating Procedures (“IOPs”) which in
addition to the UTA, court rules, and the Trust Agreement, governs Trust administration. The Trust's
accounting and reporting policies are in accordance with FAS 116 (Accounting for Contributions Received
and Contributions Made) as amended by other FASB statements and by the Uniform Fiduciary Accounting
Principles and accompanying commentary by the Committee on National Fiduciary Accounting Standards
as set forth under Pa.O.C. Rule 6.1.
(B) Reporting — Cash and cash equivalencies includes cash and due from banks, interest-bearing bank
balances and federal securities purchased. Securities are classified as of the date of commitment or
purchase as trading or as available for sale securities. The fair value of securities is based on quoted market
prices, or if quoted market prices are not available, then the fair value is estimated using quoted market
prices for similar securities, pricing models or discounted cash flow analysis. Contributions and pledges are
identified as assets, unless refunded or deemed uncollectible.

Note 2 — Receipts of Principal and Income, Gains and Losses, Disbursements and Distribution
(A) Receipt of Principal, Gains and Losses, Disbursements and Distribution — The Trust received transfer
of the Trust Property, Republican All in One™ Political Suite™ a CRM, SocNet, SAAS application on October
4, 2007. All gains to the Trust Property are the result of its ongoing software development. All losses to the
Trust Property are the existing liens for advances made by the Trustees for the protection of the Trust and
for all expenses, losses and liabilities sustained in the administration of the trust or because of the holding
or ownership of any trust assets. The Trustees maintain a lien on the trust assets as against all beneficiaries
for the advances thereto made including all interest on such advances. There are no disbursements of
principal, as the Trust Property is not subject to liquidation, the distribution being only its SAAS availability
for usage by all beneficiaries.
(B) Receipts of Income — Receipts of income are contributions, which must be in compliance with
applicable campaign finance laws and not constitute prohibited self-dealing. In re Downing’s Estate, 162
Pa.Super. 354, 359, 57 A.2d 710, 712 affirmed 359 Pa. 534, 59 A.2d 903 (1948). Contributions are not tax
deductible under the IRC, 26 U.S.C. § 6113(a). As the situs of Trust is Philadelphia, 20 Pa.C.S. § 7708,
Pennsylvania campaign finance law governs. 2 U.S.C. § 453, 11 CFR 108.7. Contributions are not directly
used for or applied to any Federal election nor to advocate the election or defeat of any candidate for public
office, 2 U.S.C. §§ 431(17) and (20), 11 CFR 100.22 and 100.24; but solely for purposes pursuant to the
UTA, 20 Pa.C.S. § 7731-7740, and the trust instrument, 20 Pa.C.S. § 7705, for purposes of influencing an
election, 26 U.S.C. § 527(e)(2), to provide the Trust Property, Republican All in One™ for generic campaign
activity, 2 U.S.C. § 431(21), 11 CFR 100.25, to all Republican Party committees, who may or may not use
such to advocate election or defeat of candidates for office. Interest income is derived from Trust
investments. On October 21, 2008, the Pennsylvania General Counsel opined that expenses incurred by
the Trustees solely for the administration of the trust are not reportable campaign expenditures under
Pennsylvania campaign finance laws. These expenses would primarily be expenses for the for the protection
of the Trust and for all expenses sustained in the administration of the trust, such as trustee compensation,
fees and expenses and legal and other professional advisor fees. As such, corporate contributions will be
permitted under the Trustee’s Internal Operating Procedures.

12
 To assure the protection of the Trust Property be undiminished and self-perpetual, the Trustees developed
a three-phased financial plan initially dependent on the continued underwriting by “mega-donors” a court
adopted term see e.g., SpeechNow v. FEC, 567 F. Supp. 2d 70 (D.D.C. 2008) quoting Richard Briffault, The
527 Problem . . . and the Buckley Problem, 73 GEO. W ASH. L. REV. 949, 962 (2005), to facilitate completion
of the Trust Property’s development and initial development of the House List until the House List became
self-sustaining. This approach was identical to how the Trust’s Democratic counterparts, e.g. MoveOn, were
organized. Such expectations however did not timely materialize in 2008. Nationwide GOP megadonor
contributions fell 65.2% in 2008 from 2004. The Trustees have determined such pledges are not
uncollectible and are accounts receivables per FAS 116.
However, the Trustees in furtherance of their legal duties to protect the Trust have significantly modified
the revenue model to rely more extensively on House List generated revenue for trust administration
expenses while assessing a minor license user fee to candidates to subsidize delivery of the Trust Property
to state, county, and local Republican committee beneficiaries of which the candidates are dependent upon
for GOTV and Election Day activities. Licensing the Trust Property to candidates was not initially pursued
due to misapprehending In re Girard's Estate, 49 D&C 217 (Phila. O.C. 1944). All licensing is on a state-by-
state basis, weighted toward statewide candidates (e.g., U.S. Senate, Governor). The Trustees will also
extensively enlarge facilitation of conduit fund raising on behalf of candidates, see e.g. FEC advisory
opinions, i.e., AO 2006-30 (ActBlue) and AO 2003-23 (WE LEAD) construing 11 CFR 300.31(f). Proceeds
from conduit financing will be impounded, 20 Pa.C.S. § 7780.6(a)(2), until all liabilities arising from the
uncollected pledges are satisfied.
(C) Disbursements — Primary disbursements is the ongoing development and maintenance of the Trust
Property and its House List on behalf of the cestui que trusts, which includes conversion, hygiene and
appending data sets to base line data, state generated, HAVA voter data bases (VDBs) prior to field
validation. Peripheral components and modules are provided by third party vendors under reduced pricing
arrangements. The substantive expenditure for House List development is enveloping the email and online
marketing with earned media. All such significant transactions for technology development, maintenance
and protection of the Trust Property for 2008 are as follows:
Ambiance Interactive (Monroeville, PA). . . . . . . . . . . . . . . . $80,000
There are two additional vendors whose fees are objected for failure to satisfy the reasonable value for
services rendered rule imposed by Pennsylvania law.
Significant transactions for 2009 are anticipated as follows:
Ambiance Interactive (Monroeville, PA). . . . . . . . . . . . . $4,500,000
Political Media (Washington, DC). . . . . . . . . . . . . . . . . . . . $500,000
Eligere Strategies LLC (Tampa, FL). . . . . . . . . . . . . . . . . . $500,000
Eawareness, Inc. (Melbourne, FL). . . . . . . . . . . . . . . . . $1,500,000
AOL Platform A (Washington, DC). . . . . . . . . . . . . . . . . $5,500,000
Maelstrom Technology Solutions (Brookfield, WI). . . . . $3,000,000
National Press Club (Washington, DC). . . . . . . . . . . . . . $1,302,000
Heritage Direct (Oakhurst, NJ). . . . . . . . . . . . . . . . . . . . $2,500,000
The transactions for Ambiance Interactive includes completion and maintenance of Republican All in
One™ plus delivery of MyGOPSite to beneficiaries (primarily county and local GOP committees) opting for
low-level web hosting service. AOL Platform A, Eawareness, Eligere Strategies, Maelstrom, Political Media
are preliminary estimates relative to online fund-raising. National Press Club estimates are for production
of Republican Roundup™ weekly podcasts. Heritage Direct estimates includes multiple subcontractors. All
other expenses are for maintenance and protection of Trust Property. Because of multiple variables, 2009
estimates are subject to extensive extension and revision.
A significant disbursement for the administration of the Trust includes legal, accounting, investment
advisory and other professional services. All such significant transactions for legal representation and other
professional services for 2008 are as follows:
Obermayer, Rebmann Maxwell & Hippel (Phila, PA). . . . . . . . . N/A
Gibbons (Newark, NJ). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,913
Patton Boggs (Washington, DC). . . . . . . . . . . . . . . . . . . . . . . $5,894
Waite, Schneider, Bayless & Chelsey (Columbus, OH).. . . . $15,000
Hackstaff, Gessler LLC (Denver, CO).. . . . . . . . . . . . . . . . . . $2,200
St. Clair, CPAs, P.C. (Merchantville, NJ). . . . . . . . . . . . . . . $10,147
There is one additional law firm whose fees are objected for failure to satisfy the reasonable compensation
for services rendered rule imposed by Pennsylvania law.
Significant transactions for 2009 are anticipated as follows:
Obermayer, Rebmann Maxwell & Hippel (Phila, PA). . . . . $500,000
Gibbons (Newark, NJ). . . . . . . . . . . . . . . . . . . . . . . . . . . . $150,000

13
 Patton Boggs (Washington, DC). . . . . . . . . . . . . . . . . . . . . $150,000
Waite, Schneider, Bayless & Chelsey (Columbus, OH).. . . $150,000
Hackstaff, Gessler LLC (Denver, CO).. . . . . . . . . . . . . . . . $150,000
St. Clair, CPAs, P.C. (Merchantville, NJ). . . . . . . . . . . . . . $150,000
Wachovia Bank, N.A. Trust Services. . . . . . . . Transaction fees only
Law firms in other states serving as local counsel.. . . . . $1,500,000
The Trustees remain under the expectation that significant legal fees will be occurred in 2009 arising out
of litigation to distribute Trust Property to individual elected beneficiaries versus the beneficiary committees
due to the strict impositions of campaign finance contribution caps in various states, particularly Alaska,
Colorado, Kentucky, New Jersey, South Carolina and West Virginia. Additional legal fees will be spent in
furtherance of civil rights litigation to protect and make whole the Trustees from illegal conduct already
judicially admitted by tortfeasors, in addition to the normal occurrences relative to trust administration.
Additional and substantive legal fees would arise if any beneficiary attempts to commit a breach of its
fiduciary duty to the other beneficiaries, i.e., by self dealing, which is strictly prohibited by all applicable law,
and to enforce the Trustee’s impoundment of beneficiary proceeds. All beneficiaries should fully inform
themselves of their responsibilities. See Bogert & Bogert, BOGERT ON THE LAW OF TRUSTS AND TRUSTEES,
§ 191 “Duties of Beneficiaries” (rev. 2d ed 1979); 4 SCOTT & ASHER ON TRUSTS § 25.3 “Beneficiary's Duties
to Other Beneficiaries;” RESTATEMENT, SECOND ON TRUSTS, § 253 Wrongful Dealing with Trust Property by
One Beneficiary; Fresh Kist Producre LLC v. Choi Corp, Inc., 223 F.Supp. 1, 8, (D.D.C. 2002) amended 251
F.Supp.2d 138; Christman v. Seymour, 145 Ariz. 200, 700 P.2d 898, 900 (1985). Additional legal expenses
may be required to enforce the “reasonable value for services rendered” rule raised as objections against
current or future vendors.
The remaining significant disbursement for the administration of the trust is trustee compensation and
related general & administrative services. Until the amendment of the Trust Agreement to enlarge the Board
of Trustees from three to fifteen members, each trustee was compensated $150,000, plus expenses for
travel, etc. Subsequent to Trust Agreement’s amendment, only the Trustee Chairman is compensated full-
time, the remaining 14 trustees are compensated a commission of up to two percent (2%) on all end user
license fees generated from statewide and Congressional candidates plus significant donations expressly
raised. Additional administrative expenses includes office rent, furniture and furnishings, stationary,
telephone, payroll taxes, insurance and other ongoing general administrative expenses. All significant
transactions (in excess of $1,000 or utilities) for 2008 are as follows:
Independence Blue Cross (Philadelphia, PA). . . . . . . . . . . . . $5,275
Deferred Compensation (all Trustees). . . . . . . . . . . . . . . . $262,500
Strassheim Graphics Design (Philadelphia, PA). . . . . . . . . . . $4,743
New Bethel AME (landlord) (Philadelphia, PA). . . . . . . . . . . . $2,550
Significant transactions for 2009 are anticipated as follows:
Independence Blue Cross (Philadelphia, PA). . . . . . . . . . . . $50,000
Trustee Compensation (less commissions).. . . . . . . . . . . . $150,000
Staff compensation salaries. . . . . . . . . . . . . . . . . . . . . . . . $300,000
Office space leases.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $250,000
Strassheim Graphics Design (Philadelphia, PA). . . . . . . . . $150,000
Travel and related expenses. . . . . . . . . . . . . . . . . . . . . . . $750,000
Reserves, Sinking Fund, contingencies. . . . . . . . . . . . . $1,500,000
The Trust's cash receipts as of December 31, 2008 is solely receipt from the Trustees and two contributors
in the sum of $14,225 to cover ongoing general & administrative expenses and web hosting fees charged
by Ambiance Interactive. The Trust's receipts and disbursements are filed with the Internal Revenue Service
as required under 26 U.S.C. § 527(j).
All cash receipts are first applied to satisfy outstanding liens due to 2008 uncollected pledges and
thereafter is applied under the Trustee’s Internal Operating Procedures to replenish the Endowment Funds
set aside for administration of trust expenses not related to campaign expenditures. Once impoundment and
replenishment obligations are satisfied, proceeds are distributed to the candidates, nominees, beneficiaries
or Allied Republican Party Interests, less independent bank processing fees. No other commissions or fees
are charged to or levied against the candidates, nominees, beneficiaries or Allied Republican Party Interests.
All beneficiaries are instructed to refer to the Trustee’s Internal Operating Procedures for a complete
discussion of the Trustee’s administration of the Trust.

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 In Appreciation
It goes without saying that the Trustees do not operate in a vacuum, but remain indebted in all respects to
the unselfish, yeomen contribution of multiple individuals, exemplary in conduct, expertise and purpose.
The contributions of various individuals are so distinguishable that recognition is always proper. The
problem is the inevitable risk of missing someone who’s due such recognition.

The Trustees are most appreciative of the outstanding counselors at law in the office of the Pennsylvania
Attorney General and the General Counsel. Their duty-minded conscience that imposes both anonymity
and modesty would compel them to vigorously discourage public recognition of their extraordinary
commitment to public service and the law.

Equally extraordinary is the endless hours of undying commitment to the service of the purpose of the Trust
and assistance to the Trustees in attempting to discharge their fiduciary obligations; even after the mega-
donors’ financial support evaporated in the heat of battle. The Trustees humbly recall the remarks of
Thomas Paine — the professional and technical advisors behind the Trustees are not sunshine patriots or
summer soldiers. Instead, they are the true Republicans. Nothing more needs to be said.

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 The Trustees of the Republican Leadership Trust are members of the NCOPO,
National Conference of Public Offices and strictly adhere to and comply with all
pending and adopted standards applicable thereto.

The Trustees of the

Republican Leadership Trust
6145 Germantown Avenue
Philadelphia, Pennsylvania 19144-2047
215-843-0500
www.RepublicanTrustees.org

© C opyright 2008, 2009 by the T rustees of the R epublican Leadership T rust. All rights reserved. R epublican All in O ne™ Political Suite,™
G O P onD emand™ are trademarks of the T rustees of the R epublican Leadership T rust. All other trademarks are property of their respective
owners. C ontributions to the T rustees of the R epublic an Leadership T rust are not tax deductible. C ontributions from corporations not
organized for political purpose or banks, when not made for trust administration, and contributions f rom foreign nationals, agents or
anonymously made strictly prohibited. C ontributions are not used for the promotion, attacking, supporting or opposing any candidate for
Federal, state or local public or political office, but solely for purposes pursuant to Pennsylvania U niform T rust Act and the trust agreement
governing the T rustees.

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