Board of Trustees
Overall responsibility for the management of the AFL-CIO Housing Investment Trust, the establishment of policies and the oversight of activities is vested in its Board of Trustees. The list below provides the following information for each of the Trustees: name, age, address, term of office, length of time served, principal occupations during the past five years and other directorships held.* The Trust’s Statement of Additional Information includes additional information about the Trustees and is available, without charge, upon request, by placing a collect call directed to the Trust’s Investor Relations Office at (202) 331-8055.
Richard Ravitch,** age 75; 610 5th Avenue, Ste. 420, New York, NY 10020; Chairman of the Board; term commenced 1991, expires 2009; Principal, Ravitch Rice & Co. LLC; Director, Parsons, Brinckerhoff Inc.; formerly Co-Chair, Millennial Housing Commission; President and Chief Executive Officer, Player Relations Committee of Major League Baseball.
John J. Sweeney,** age 74; 815 16th Street, NW, Washington, DC 20006; Union Trustee; term commenced 1981, expires 2010; President, AFL-CIO.
Arlene Holt Baker, age 57; 815 16th Street, NW, Washington, DC 20006; Union Trustee; term commenced 2008, expires 2011; Executive Vice-President, AFL-CIO; formerly President, Voices for Working Families and Executive Assistant to the President, AFL-CIO.
Richard L. Trumka, age 59; 815 16th Street, NW, Washington, DC 20006; Union Trustee; term commenced 1995, expires 2011; Secretary-Treasurer, AFL-CIO.
Mark Ayers, age 60; 815 16th Street, NW, Suite 600, Washington, DC 20006; Union Trustee; term commenced 2008, expires 2009; President, Building and Construction Trades Department, AFL-CIO; formerly Director, IBEW Construction & Maintenance Division.
John J. Flynn, age 74; 1776 Eye Street, NW, Washington, DC 20006; Union Trustee; term commenced 2000, expires 2009; President, International Union of Bricklayers and Allied Craftworkers.
Stephen Frank, age 68; 8584 Via Avellino, Lake Worth, FL 33467; Management Trustee; term commenced 2003, expires 2009; retired; formerly Vice President and Chief Financial Officer, The Small Business Funding Corporation.
Frank Hurt, age 69; 10401 Connecticut Avenue, Kensington, MD 20895; Union Trustee; term commenced 1993, expires 2010; International President, Bakery, Confectionery & Tobacco Workers and Grain Millers International Union.
George Latimer, age 73; 1600 Grand Avenue, St. Paul, MN 55105; Management Trustee; term commenced 1996, expires 2011; Distinguished Visiting Professor of Urban Land Studies at Macalester College; Director, Identix Incorporated; formerly Director, Special Actions Office, Department of Housing and Urban Development.
Lindell K. Lee, age 66; 900 7th Street, NW, Washington, DC 2001; Union Trustee; term commenced 2008, expires 2009; International Secretary-Treasurer, International Brotherhood of Electrical Workers; formerly International Vice President, IBEW.
Jack Quinn, age 57; 121 Ellicott Street, Buffalo, NY 14203; Management Trustee; term commenced 2005, expires 2011; President, Erie Community College, State University of New York; Director, Kaiser Aluminum Corporation; formerly President, Cassidy & Associates; Member of Congress, 27th District, New York.
Marlyn J. Spear, CFA, age 55; 500 Elm Grove Road, Elm Grove, WI 53122; Management Trustee; term commenced 1995, expires 2009; Chief Investment Officer, Building Trades United Pension Trust Fund (Milwaukee and Vicinity); Director, Baird Funds, Inc.
Tony Stanley,** age 75; 2221 Stonehaven Road, Port St. Lucie, FL 34952; Management Trustee; term commenced 1983, expires 2010; Director, TransCon Builders, Inc.; formerly Executive Vice President, TransCon Builders, Inc.
James A. Williams, age 58; 1750 New York Avenue, NW, Washington, DC 20006; Union Trustee; term commenced 2005, expires 2011; General President, International Union of Painters and Allied Trades of the United States and Canada (IUPAT); formerly General Secretary-Treasurer, IUPAT.
* Only directorships in a corporation or trust having securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended, or subject to the requirements of Section 15(d) of such Act or a company registered as an investment company under the Investment Company Act of 1940, as amended, are listed.
** Executive Committee member.
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30 | AFL-CIO HOUSING INVESTMENT TRUST |
Leadership
All officers of the Trust are located at 2401 Pennsylvania Avenue, NW, Suite 200, Washington, DC 20037.*
Stephen Coyle,† age 63; Chief Executive Officer, AFL-CIO Housing Investment Trust since 1992.
Helen R. Kanovsky,† age 57; Chief Operating Officer since 2002 and General Counsel since October 2008, AFL-CIO Housing Investment Trust; formerly Chief Operating Officer, AFL-CIO Investment Trust Corporation; Executive Vice President – Finance and Administration, AFL-CIO Housing Investment Trust; Chief of Staff for U.S. Senator John F. Kerry; General Counsel, AFL-CIO Housing Investment Trust.
Erica Khatchadourian,† age 41; Chief Financial Officer (position formerly titled Executive Vice President – Finance and Administration), AFL-CIO Housing Investment Trust since 2001; formerly Controller, Chief of Staff and Director of Operations, AFL-CIO Housing Investment Trust.
Chang Suh,† CFA, age 37; Executive Vice President and Chief Portfolio Manager, AFL-CIO Housing Investment Trust since January 2005; formerly Chief Portfolio Manager, Assistant Portfolio Manager and Senior Portfolio Analyst, AFL-CIO Housing Investment Trust.
Stephanie H. Wiggins,† age 43; Chief Investment Officer – Multifamily Finance, AFL-CIO Housing Investment Trust since 2001; formerly Director, Fannie Mae Finance, AFL-CIO Housing Investment Trust; Director, Prudential Mortgage Capital Company; Vice President/Multifamily Transaction Manager, WMF Capital Corporation.
Marcie Cohen, age 61; Senior Vice President and Director of Workforce Housing, AFL-CIO Housing Investment Trust since 2002; formerly Director of the New York Office, 2002-2004; Director of Development, AFL-CIO Housing Investment Trust.
Harpreet Peleg,† age 35; Controller, AFL-CIO Housing Investment Trust since 2005; formerly Chief Financial Officer, AFL-CIO Investment Trust Corporation; Supervisor – Gas Settlements, PG&E National Energy Group; Financial Analyst, Goldman Sachs & Co.
Lesyllee White, age 46; Director of Marketing, AFL-CIO Housing Investment Trust since 2004; formerly Regional Marketing Director and Senior Marketing Associate, AFL-CIO Housing Investment Trust.
Christopher Kaiser,† age 44; Deputy General Counsel (since October 2008) and Chief Compliance Officer (since June 2007), AFL-CIO Housing Investment Trust; formerly Associate General Counsel, AFL-CIO Housing Investment Trust; Branch Chief, Division of Investment Management, U.S. Securities and Exchange Commission.
* No officer of the Trust serves as a trustee or director in any corporation or trust having securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended, or subject to the requirements of Section 15(d) of such Act, or any company registered as an investment company under the Investment Company Act of 1940, as amended.
†Board-appointed officer. These officers are appointed annually to a term expiring December 31 of the year appointed, or until their respective successors are appointed and qualified.
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AFL-CIO Housing Investment Trust |
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National Office |
2401 Pennsylvania Avenue, NW, Suite 200 |
Washington, DC 20037 |
(202) 331-8055 |
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New York City Office |
Carol Nixon, Director |
1270 Avenue of the Americas, Suite 210 |
New York, New York 10020 |
(212) 554-2750 |
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Western Regional Office |
Liz Diamond, Director |
235 Montgomery Street, Suite 1001 |
San Francisco, California 94104 |
(415) 433-3044 |
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Boston Office |
Paul Barrett, Director |
655 Summer Street |
Boston, Massachusetts 02210 |
(617) 261-4444 |
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Gulf Coast Revitalization Program |
1100 Poydras Street, Suite 2870 |
New Orleans, Louisiana 70163 |
(504) 599-8750 |
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Service Providers |
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Corporate Counsel |
Bingham McCutchen LLP |
Washington, DC |
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Securities Counsel |
Wilmer Cutler Pickering Hale and Dorr LLP |
Washington, DC |
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Independent Registered Public Accounting Firm |
Ernst & Young LLP |
McLean, Virginia |
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Transfer Agent |
PNC Global Investment Servicing |
Wilmington, Delaware |
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Custodian |
PFPC Trust Company |
Philadelphia, Pennsylvania |
Investors should consider the Trust’s investment objectives, risks and expenses carefully before investing. A prospectus containing more complete information may be obtained from the Trust by calling the Marketing and Investor Relations Department collect at 202-331-8055 or by viewing the Trust’s website at
www.aflcio-hit.com. The prospectus should be read carefully before investing.
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32 | AFL-CIO HOUSING INVESTMENT TRUST |
![(BACK COVER)](https://capedge.com/proxy/N-CSR/0001169232-09-001391/d76385022.jpg)
AFL-CIO Housing Investment Trust
2401 Pennsylvania Avenue, NW
Suite 200
Washington, DC 20037
Phone: 202-331-8055
www.aflcio-hit.com
Item 2. Code of Ethics.
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| (a) | The Trust has adopted a Code of Ethics to comply with Section 406 of the Sarbanes-Oxley Act of 2002, as of December 31, 2008. This Code of Ethics applies to the Trust’s principal executive officer, principal financial officer, and principal accounting officer or controller or persons performing similar functions. |
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| (b) | For purposes of this Item, the term “code of ethics” means written standards that are reasonably designed to deter wrongdoing and to promote: |
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| | (1) | Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; |
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| | (2) | Full, fair, accurate, timely, and understandable disclosure in reports and documents that a registrant files with, or submits to, the Commission and in other public communications made by the registrant; |
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| | (3) | Compliance with applicable governmental laws, rules, and regulations; |
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| | (4) | The prompt internal reporting of violations of the code to an appropriate person or persons identified in the code; and |
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| | (5) | Accountability for adherence to the code. |
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| (c) | There have been no amendments granted to the Trust’s Code of Ethics during the period covered by the Report. |
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| (d) | There have been no waivers granted from any provision of the Trust’s Code of Ethics during the period covered by the Report. |
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| (e) | Not applicable. |
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| (f) | (1) | A copy of the Trust’s Code of Ethics is filed herewith as an Exhibit pursuant to Item 12(a)(1). |
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Item 3. Audit Committee Financial Expert. |
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| (a) | (1) | The Trust’s Board of Trustees has determined that Marlyn Spear and Stephen Frank possess the attributes to qualify as audit committee financial experts and has designated Ms. Spear and Mr. Frank as the Audit Committee’s financial experts. |
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| | (2) | Ms. Spear and Mr. Frank are both are independent for purposes of this Item 3. |
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Item 4. Principal Accountant Fees and Services. |
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| (a) | Audit fees. |
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| | The aggregate fees billed for services provided to the Registrant by its independent auditors for the audit of the Registrant’s annual financial statements and for services normally provided by the independent auditors in connection |
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| | with statutory and regulatory filings or engagements were $286,000 for the fiscal year ended December 31, 2008. |
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| | The aggregate fees billed for services provided to the Registrant by its independent auditors for the audit of the Registrant’s annual financial statements and for services normally provided by the independent auditors in connection with statutory and regulatory filings or engagements were $261,000 for the fiscal year ended December 31, 2007. |
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| (b) | Audit-related fees. |
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| | The aggregate fees billed by the Registrant’s independent auditors for services relating to the performance of the audit of the Registrant’s financial statements and not reported under paragraph (a) of this Item were $0 for the fiscal year ended December 31, 2008. The percentage of these fees relating to services approved by the Registrant’s Audit Committee pursuant to the de minimis exception from the pre-approval requirement in Rule 2-01(c)(7)(i)(C) of Regulation S-X was 0%. |
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| | The aggregate fees billed for services relating to the performance of the audit of the financial statements of the Registrant’s investment adviser(s) and other service providers under common control with the adviser(s) and that relate directly to the operations or financial reporting of the Registrant were $0 for the Registrant’s fiscal year ended December 31, 2008. The percentage of these fees relating to services approved by the Registrant’s Audit Committee pursuant to the de minimis exception from the pre-approval requirement in Rule 2-01(c)(7)(i)(C) of Regulation S-X was 0%. |
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| | The aggregate fees billed by the Registrant’s independent auditors for services relating to the performance of the audit of the Registrant’s financial statements and not reported under paragraph (a) of this Item were $0 for the fiscal year ended December 31, 2007. The percentage of these fees relating to services approved by the Registrant’s Audit Committee pursuant to the de minimis exception from the pre-approval requirement in Rule 2-01(c)(7)(i)(C) of Regulation S-X was 0%. |
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| | The aggregate fees billed by the Registrant’s independent auditors for services relating to the performance of the audit of the financial statements of the Registrant’s investment adviser(s) and other service providers under common control with the adviser(s) and that relate directly to the operations or financial reporting of the Registrant were $0 for the Registrant’s fiscal year ended December 31, 2007. The percentage of these fees relating to services approved by the Registrant’s Audit Committee pursuant to the de minimis exception from the pre-approval requirement in Rule 2-01(c)(7)(i)(C) of Regulation S-X was 0%. |
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| (c) | Tax fees. |
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| | The aggregate fees billed by the Registrant’s independent auditors for tax-related services provided to the Registrant were $0 for the fiscal year ended December 31, 2008. The percentage of these fees relating to services approved by the Registrant’s Audit Committee pursuant to the de minimis exception from the pre-approval requirement in Rule 2-01(c)(7)(i)(C) of Regulation S-X was 0%. |
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| | The aggregate fees billed by the Registrant’s independent auditors for tax-related services provided to the Registrant’s adviser(s) and other service providers under common control with the adviser(s) and that relate directly to the operations or financial reporting of the Registrant were $0 for the Registrant’s fiscal year ended December 31, 2008. The percentage of these fees relating to services approved by the Registrant’s Audit Committee pursuant to the de minimis exception from the pre-approval requirement in Rule 2-01(c)(7)(i)(C) of Regulation S-X was 0%. |
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| | The aggregate fees billed by the Registrant’s independent auditors for tax-related services provided to the Registrant were $0 for the fiscal year ended December 31, 2007. The percentage of these fees relating to services approved by the Registrant’s Audit Committee pursuant to the de minimis exception from the pre-approval requirement in Rule 2-01(c)(7)(i)(C) of Regulation S-X was 0%. |
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| | The aggregate fees billed by the Registrant’s independent auditors for tax-related services provided to the Registrant’s investment adviser(s) and other service providers under common control with the adviser(s) and that relate directly to the operations or financial reporting of the Registrant were $0 for the Registrant’s fiscal year ended December 31, 2007. The percentage of these fees relating to services approved by the Registrant’s Audit Committee pursuant to the de minimis exception from the pre-approval requirement in Rule 2-01(c)(7)(i)(C) of Regulation S-X was 0%. |
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| (d) | All other fees. |
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| | The aggregate fees billed for all services provided by the independent auditors to the Registrant other than those set forth in paragraphs (a), (b) and (c) of this Item were $10,000 for the fiscal year ended December 31, 2008. The percentage of these fees relating to services approved by the Registrant’s Audit Committee pursuant to the de minimis exception from the pre-approval requirement in Rule 2-01(c)(7)(i)(C) of Regulation S-X was 0%. |
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| | The aggregate fees billed for all services other than those set forth in paragraphs (b) and (c) of this Item provided by the Registrant’s independent auditors to the Registrant’s adviser(s) and other service providers under common control with the adviser(s) and that relate directly to the operations or financial reporting of the Registrant were $0 for the Registrant’s fiscal year ended December 31, 2008. The percentage of these fees relating to services approved by the Registrant’s Audit Committee pursuant to the de minimis exception from the pre-approval requirement in Rule 2-01(c)(7)(i)(C) of Regulation S-X was 0%. |
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| | The aggregate fees billed for all services provided by the independent auditors to the Registrant other than those set forth in paragraphs (a), (b) and (c) of this Item were $9,000 for the fiscal year ended December 31, 2007. The percentage of these fees relating to services approved by the Registrant’s Audit Committee pursuant to the de minimis exception from the pre-approval requirement in Rule 2-01(c)(7)(i)(C) of Regulation S-X was 0%. |
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| | The aggregate fees billed for all services other than those set forth in paragraphs (b) and (c) of this Item provided by the Registrant’s independent auditors to the Registrant’s adviser(s) and other service providers under common control with the adviser(s) and that relate directly to the operations or financial reporting of the Registrant were $0 for the Registrant’s fiscal year ended December 31, 2007. The percentage of these fees relating to services approved by the Registrant’s Audit Committee pursuant to the de minimis exception from the pre-approval requirement in Rule 2-01(c)(7)(i)(C) of Regulation S-X was 0%. |
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| (e) | (1) | The Charter of the Trust’s Audit Committee provides that the Audit Committee shall review and, if appropriate, approve in advance all audit and non-audit services (as such term may be from time to time defined in the Securities Exchange Act of 1934, as amended) to be provided to the Trust by the Trust’s independent auditor; provided, however, that the Audit Committee shall only approve the following non-audit services: tax preparation and the Association for Investment Management Research (AIMR) Level 2 Compliance Review. In making a determination, the Audit Committee considers whether the services are consistent with maintaining the principal accountant’s independence. If such a service is required between regularly scheduled audit committee meetings, pre-approval may be authorized by a majority of the audit committee members at a special meeting called for such purposes or by unanimous written consent. The Audit Committee’s Charter does not permit waiver of pre-approval for audit or non-audit services requiring fees of a de minimis amount. |
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| | (2) | No percentage of the services included in (b)-(d) above were approved by the audit committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X. |
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| (f) | For the most recent fiscal year, less than 50% of the hours expended by the Trust’s principal accountant were performed by persons other than the accountant’s full-time permanent employees. |
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| (g) | The Trust’s accountant performed no non-audit services for the Trust’s investment adviser during each of the last two fiscal years. |
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| (h) | Not applicable. The Trust’s accountant performed no non-audit services for the Trust’s investment adviser during each of the last two fiscal years. |
Item 5. Audit Committee of Listed Registrants.
Not Applicable.
Item 6. Schedule of Investments.
Included herein under Item 1.
Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.
Not Applicable.
Item 8. Portfolio Managers of Closed-End Management Investment Companies.
Not Applicable.
Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.
Not Applicable.
Item 10. Submission of Matters to a Vote of Security Holders.
No material changes have been made to the procedures by which participants may recommend nominees to the Board of Trustees of the Trust, where those changes were implemented after the Trust last provided disclosure in response to the requirements of Item 7(d)(2)(ii)(G) of Schedule 14A (17 CFR 240.14a-101) or this Item 10.
Item 11. Controls and Procedures.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the AFL-CIO Housing Investment Trust has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
AFL-CIO HOUSING INVESTMENT TRUST
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By: | /s/ Stephen Coyle |
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| Stephen Coyle |
| Chief Executive Officer |
Date: March 6, 2009
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the AFL-CIO Housing Investment Trust and in the capacities and on the dates indicated.
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/s/ Stephen Coyle |
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Stephen Coyle Chief Executive Officer (Principal Executive Officer) |
Date: March 6, 2009
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/s/ Erica Khatchadourian |
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Erica Khatchadourian Chief Financial Officer (Principal Financial Officer) |
Date: March 3, 2009