[insert date]

TO PARTICIPANTS, AFL-CIO HOUSING INVESTMENT TRUST

Enclosed is the Notice of 2002 Annual Meeting of Participants and a Proxy
Statement describing the election of a Chairman and Trustees, an amendment to
the Declaration of Trust and the ratification of independent public
accountants and other indicated matters that are expected to come up at the
meeting.

Also enclosed is a proxy card for each Participant noting the number of Units
held by that Participant and the exact name in which those Units are
registered. A Participant that does not wish to send a representative to the
meeting should vote its Units by mail, Internet or facsimile, as described
herein, as soon as possible.

Sincerely,

Stephen Coyle
Chief Executive Officer

PLEASE VOTE WITHIN FIVE DAYS OF RECEIPT

Enclosures

AFL-CIO HOUSING INVESTMENT TRUST

PROXY

2002 Annual Meeting of Participants

The undersigned hereby appoints Michael M. Arnold and Helen R. Kanovsky
and each of them with power to act without the other and with full power of
substitution, as proxies for and on behalf of the undersigned, to vote all
Units of Participation which the undersigned is entitled to vote at the Annual
Meeting of Participants to be held May 29, 2002 and all adjournments thereof,
with all the powers that the undersigned would possess if personally present
and particularly (but without limiting the generality of the foregoing) to
vote and act as follows:

(I) For the election of a Chairman to serve until the 2003 Annual
Meeting of Participants and until his successor is elected and qualifies:

- ------------------------------------------------------------------------------
Richard Ravitch

FOR [ ] AGAINST [ ] ABSTAIN [ ]

- ------------------------------------------------------------------------------

(II) For the reelection of four (4) Class I Union Trustees and one (1)
Class I Management Trustee to serve until the 2005 Annual Meeting of
Participants and until their successors are elected and qualify:

- ------------------------------------------------------------------------------
Linda Chavez-Thompson (Class I Union Trustee)

FOR [ ] AGAINST [ ] ABSTAIN [ ]
- ------------------------------------------------------------------------------
Francis X. Hanley (Class I Union Trustee)

FOR [ ] AGAINST [ ] ABSTAIN [ ]
- ------------------------------------------------------------------------------
Andrew Stern (Class I Union Trustee)

FOR [ ] AGAINST [ ] ABSTAIN [ ]
- ------------------------------------------------------------------------------
Richard L. Trumka (Class I Union Trustee)

FOR [ ] AGAINST [ ] ABSTAIN [ ]
- ------------------------------------------------------------------------------
George Latimer (Class I Management Trustee)

FOR [ ] AGAINST [ ] ABSTAIN [ ]
- ------------------------------------------------------------------------------

(III) To approve an amendment to the Trust's Declaration of Trust to
modify certain eligibility criteria applicable to the nomination and election
of Management Trustees:
- ------------------------------------------------------------------------------
FOR [ ] AGAINST [ ] ABSTAIN [ ]
- ------------------------------------------------------------------------------

(IV) For ratification of the Board of Trustees' selection of Ernst &
Young, LLP as independent public accountants for the Trust's 2002 fiscal year:

- ------------------------------------------------------------------------------
FOR [ ] AGAINST [ ] ABSTAIN [ ]
- ------------------------------------------------------------------------------
and upon such other matters as may properly come before the meeting.

- ------------------------------------------------------------------------------
FOR [ ] AGAINST [ ] ABSTAIN [ ]
- ------------------------------------------------------------------------------

The Trustees recommend a vote FOR the above items. ANY PROXY NOT MARKED
OTHERWISE WILL BE TREATED AS A VOTE FOR THE ITEMS.
---

The Units of Participation represented hereby will be voted in accordance
with instructions contained in this Proxy.

The undersigned hereby ratifies and confirms all that said proxies or
their substitutes or any of them may lawfully do by virtue hereof. The
undersigned hereby acknowledges receipt of the Notice of 2002 Annual Meeting
of Participants dated [insert date] and the Proxy Statement dated [insert
date].

Please sign your name and indicate your capacity as attorney, trustee or
official of a Participant.

Dated: , 2002
----------------

Participant ID:

Participant Name:

Number of Units:

By: ----------------------------------
(Signature)

----------------------------------
(Name please print)

Title: ----------------------------------
(please print)

- ------------------------------------------
To vote via Internet, please use the following User Name and Password*:

User Name: -------------------------------

Password: -------------------------------

- ------------------------------------------------------------

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE TRUST.

IMPORTANT: THIS PROXY MAY BE VOTED IN ANY OF THREE (3) WAYS:

BY MAIL: PLEASE SIGN, DATE AND MAIL THIS PROXY PROMPTLY IN THE ENCLOSED
SELF-ADDRESSED, STAMPED ENVELOPE.

BY FACSIMILE: PLEASE SIGN, DATE AND FAX THIS PROXY TO (202) 331-8190.

BY INTERNET: PLEASE GO TO http://www.aflcio-hit.com/proxy AND ENTER THE USER
NAME AND PASSWORD ENCLOSED ABOVE.

PLEASE NOTE THAT ALL VOTES MUST BE TIME-STAMPED OR POSTMARKED
BY MIDNIGHT ON MAY 29, 2002.
- -------------------------
*Please note the User Name and Password are case-sensitive.

AFL-CIO HOUSING INVESTMENT TRUST

NOTICE OF THE 2002 ANNUAL MEETING OF PARTICIPANTS

To Participants, AFL-CIO Housing Investment Trust:

Notice is hereby given that the 2002 annual meeting of Participants (the
"Meeting") of the American Federation of Labor and Congress of Industrial
Organizations Housing Investment Trust (the "Trust"), a District of Columbia
common law trust, will be held at the offices of the Trust, 1717 K Street,
N.W., Suite 707, Washington, D.C., 20036 on May 29, 2002 at 2:00 p.m. for the
following purposes:

1. To elect a Chairman to hold office until the 2003 Annual Meeting
of Participants and until his successor is elected and qualifies;

2. To reelect four (4) Class I Union Trustees and one (1) Class I
Management Trustee to hold office until the 2005 Annual Meeting of
Participants and until their respective successors are elected and qualify;

3. To approve an amendment to the Trust's Declaration of Trust to
modify certain eligibility criteria applicable to the nomination and election
of Management Trustees;

4. To ratify the selection of Ernst & Young, LLP as the independent
public accountants for the Trust's fiscal year ending December 31, 2002; and

5. To transact such other business as may properly come before the
Meeting or any adjournment or adjournments thereof.

The Board of Trustees has fixed the close of business on March 31, 2002
as the record date for the determination of Participants entitled to notice of
and to vote at the Meeting and any adjournment(s) thereof. Accordingly, only
Participants of record as of the close of business on that date are entitled
to notice of and to vote at the Meeting or at any such adjournment. The
transfer books of the Trust will not be closed.

By Order of the Board of Trustees

Stephen Coyle
Chief Executive Officer

Dated: [insert date]

AFL-CIO Housing Investment Trust

PROXY STATEMENT

[INSERT DATE]

General Matters

This Proxy Statement is being sent on [insert date] in connection with
the solicitation of proxies for use at the annual meeting of Participants (the
"Meeting") of the American Federation of Labor and Congress of Industrial
Organizations Housing Investment Trust (the "Trust") to be held at the offices
of the Trust, 1717 K Street, N.W., Suite 707, Washington, D.C. 20036, on May
29, 2002, beginning at 2:00 p.m. and at any adjournment(s) thereof.

A copy of the Trust's annual report for the year ended December 31, 2001
was previously mailed to each Participant entitled to vote at the Meeting
together with financial statements for the fiscal year ended December 31,
2001. The Trust will furnish, without charge, a copy of the annual report for
2001 and the most recent semi-annual report succeeding the annual report, if
any, to any Participant that requests one. Requests for reports should be
made by placing a collect call to the Trust, at (202) 331-8055, directed to
Stephanie Turman. Written requests may be directed to Michael Arnold, Senior
Executive Vice President - Marketing, Investor and Labor Relations, AFL-CIO
Housing Investment Trust, 1717 K Street, N.W., Suite 707, Washington, D.C.
20036.

ABOUT THE MEETING

WHAT IS THE PURPOSE OF THE ANNUAL MEETING?

At the Trust's annual Meeting, Participants will act upon the matters
outlined in the accompanying notice of Meeting, including (i) the election of
a Chairman of the Board of Trustees, (ii) election of Trustees, (iii) approval
of an amendment to the Trust's Declaration of Trust to modify certain
eligibility criteria applicable to the nomination and election of Management
Trustees and (iv) ratification of the selection of the Trust's independent
auditors. In addition, the Trust's management will respond to questions from
Participants.

WHO IS ENTITLED TO VOTE?

As of the close of business on March 31, 2002, the date set by the Board
of Trustees as the record date for the determination of Participants entitled
to notice of and to vote at the Meeting and any adjournment(s) thereof (the
"Record Date"), there were 2,520,301.3670 Units of Participation of the Trust
outstanding, each Unit being entitled to one vote. No shares of any other
class of securities were outstanding as of that date.

Only Participants of record as of the close of business on the Record
Date will be entitled to vote at the Meeting.

WHO CAN ATTEND THE MEETING?

All Participants as of the Record Date, or their duly appointed proxies,
may attend the Meeting.

WHAT CONSTITUTES A QUORUM?

A quorum for the Meeting is the presence in person or by proxy of
Participants holding a majority of Units outstanding at the close of business
on the Record Date. As of the Record Date, 2,520,301.3670 Units of
Participation of the Trust were outstanding. Proxies received but marked as
abstentions will be included in the calculation of the number of shares
considered to be present at the Meeting.

HOW DO I VOTE?

By Mail: If the proxy card that is enclosed with this Proxy Statement is
-------
properly executed and returned, the Units of Participation it represents will
be voted at the Meeting in accordance with the instructions noted thereon. If
no direction is indicated, the proxy card will be voted in accordance with the
Trustees' recommendations set forth thereon.

By Facsimile: If the proxy card that is enclosed with this Proxy
------------
Statement is properly executed and returned via facsimile to (202)331-8190,
the Units of Participation it represents will be voted at the Meeting in
accordance with the instructions noted thereon. If no direction is indicated,
the proxy card will be voted in accordance with the Trustees' recommendations
set forth thereon.

By Internet: If the proxy card is properly voted through the Internet,
-----------
the Units of Participation it represents will be voted at the Meeting in
accordance with the instructions noted thereon. If no direction is indicated,
the proxy card will be voted in accordance with the Trustees' recommendations
set forth thereon.

To vote by proxy through the Internet:

1) Use a web browser to go to http://www.aflcio-hit.com/proxy
2) Enter the User Name* and Password* that are included with this
mailing.

*Please note that the User Name and Password are CASE-SENSITIVE. Please type
the User Name and Password into the appropriate screen exactly as it is shown
on the enclosure.

In Person: By attending the Meeting and voting your Units.
---------

CAN I CHANGE MY VOTE AFTER GIVING A PROXY?

Yes. Any Participant giving a Proxy may revoke it at any time before it
is exercised by giving written notice to the Trust bearing a date later than
the date of the Proxy, by submission of a later dated Proxy, or by voting in
person at the Meeting, which any Participant may do whether or not such
Participant has previously given a Proxy.

WHAT ARE THE BOARD OF TRUSTEES' RECOMMENDATIONS?

Unless you give other instructions when you vote, the persons named as
proxy holders on the proxy card will vote in accordance with the
recommendations of the Board of Trustees. The Board's recommendation is set
forth together with the description of each item in this proxy statement. In
summary, the Board recommends a vote:

- for election of the nominated Chairman (see page 3);

- for election of the nominated Trustees (see page 3);

- for approval of an amendment to the Trust's Declaration of Trust to
modify certain eligibility criteria applicable to nomination and election of
Management Trustees (see page 13); and

- for ratification of the selection of Ernst & Young, LLP as the
independent public accountants for the Trust's fiscal year ending December 31,
2002 (see page 14).

With respect to any other matter that properly comes before the Meeting
or any adjournment or adjournments thereof, the proxy holders will vote as
recommended by the Board of Directors or, if no recommendation is given, in
their own discretion.

WHAT VOTE IS REQUIRED TO APPROVE EACH ITEM?

As to Proposals I, II, III and IV, the vote required for approval will be
an affirmative vote of a majority of the Units represented in person or by
proxy at the Meeting. Each Unit is entitled to one vote. Abstentions will not
be included in the calculation of the number of Units voted affirmatively for
a proposal.

WHO ARE THE PRINCIPAL HOLDERS OF THE TRUST'S VOTING SECURITIES?

The following table sets forth the beneficial ownership information as of
March 31, 2002, with respect to each Labor Organization and eligible Pension
Plan (as each of those terms is defined in the Trust's Declaration of Trust)
known to the Trust to be the beneficial owner of more than 5 percent (that is
more than 126,015.0684 Units) of the Trust's 2,520,301.3670 outstanding Units
of Participation. Because only Labor Organizations and eligible Pension Plans
are eligible to own Units of Participation in the Trust, no Units of
Participation are owned by any Trustee or nominee individually. Certain
Trustees are affiliated with the Labor Organizations and eligible Pension
Plans that own Units of Participation. No Labor Organization or eligible
Pension Plan that a Trustee is affiliated with owns more than 5 percent of the
Trust's outstanding Units of Participation, other than the Central Pension
Fund of the International Union of Operating Engineers. Francis X. Hanley, a
Class I Union Trustee, is the General President of the International Union of
Operating Engineers and a trustee of the Central Pension Fund of the

International Union of Operating Engineers. The Units are the only class of
securities or units of beneficial ownership issued by the Trust.

Name and Address of Beneficial Owner Number of Units Percent of Total Units
- ------------------------------------- --------------- ----------------------
Central Pension Fund of the 127,245.1175 5.05%
International Union of
Operating Engineers
415 Chesapeake Street, N.W.
Washington, D.C. 20016

WHO IS MAKING THE SOLICITATION ON BEHALF OF THE TRUST?

The Proxy is being solicited by the Board of Trustees of the Trust
through the mail. The cost of solicitation will be paid by the Trust.
Further solicitation of proxies may be made by telephone or oral communication
with some Participants following the original solicitation. Any such further
solicitation will be made by Trustees or officers of the Trust who will not be
compensated therefor. The date on which proxy materials were first mailed to
Participants was [insert date].

ELECTION OF TRUSTEES

PROPOSAL I: TO REELECT THE CHAIRMAN

PROPOSAL II: TO REELECT FOUR (4) CLASS I UNION TRUSTEES AND ONE (1)
CLASS I MANAGEMENT TRUSTEE

Under the Trust's Declaration of Trust, the Board of Trustees may have up
to 25 Trustees. Up to 12 Trustees may be Union Trustees, up to 12 Trustees
may be Management Trustees, and one Trustee is to be the Chairman. The Board
of Trustees currently consists of 18 Trustees, 12 of whom are Union Trustees
(Chavez-Thompson, Flynn, Hanley, Hurt, Maddaloni, Monroe, O'Connor,
O'Sullivan, Stern, Sullivan, Sweeney and Trumka), 5 of whom are Management
Trustees (Fleischer, Latimer, Spear, Stanley and Wiegert), and one of whom is
the Chairman (Ravitch). Proxies will not be voted for a greater number of
persons than the number of nominees named.

The Declaration of Trust divides the Union and Management Trustees into
three classes (each, a "Class"). Each Class is required to have, insofar as
the pool of Trustees permits, an equal number of Union and Management
Trustees. The term of each Class expires at the third annual meeting
following its election; the term of one Class expires each year. At each
annual meeting, the Participants elect a Chairman to serve until the next
annual meeting and such number of Trustees as is necessary to fill vacancies
in (i) the Class whose terms expire as of that meeting, and (ii) any other
Class. The terms of office of Trustees Chavez-Thompson, Hanley, Stern,
Trumka, Kardy and Latimer and Chairman Ravitch will expire on the day of the
Meeting. The principal occupations and business experience for the past five
years of these Class I Trustees standing for reelection are described below
under "Nominees for Reelection."

If a proxy in the enclosed form is received from a Participant, the Units
of Participation represented by such Proxy will be voted for the nominees
listed below (unless otherwise indicated on the proxy). Class I Trustees will
serve for three-year terms ending in 2005 and until their respective
successors are elected and qualify.

Although the Trust does not contemplate that any of the nominees will be
unavailable for election, if a vacancy in the slate of nominees should be
occasioned by death or other unexpected occurrence, it is currently intended
that the proxies will be voted for such other persons, if any, as the
Executive Committee may recommend.

NOMINEES FOR REELECTION

The following information was furnished to the Trust by each nominee and
sets forth the name, age, principal occupation or employment of each nominee
and the period during which he or she has served as a Trustee of the Trust.
Each nominee has consented to be named in this Proxy Statement and to serve on
the Board of Trustees if elected.

Richard Ravitch Chairman Service Principal, Ravitch Rice None
610 5th Avenue Commenced 1991, & Co. LLC; formerly
Ste. 420 Term Expires Chairman, Aquarius Management
New York, NY 10020 2002 Corporation (limited profit
Age 68 housing project management).

Linda Chavez-Thompson Union Trustee Service Executive Vice President, None
815 16th Street, N.W. Commenced May AFL-CIO.
Washington, D.C. 20006 1996, Term
Age 57 Expires 2002

Francis X. Hanley Union Trustee Service General President, International None
1125 17th Street, N.W. Commenced March Union of Operating
Washington, D.C. 20036 1990, Term Engineers.
Age 71 Expires 2002

Andrew Stern Union Trustee Service President, Service Employees None
1313 L Street, N.W. Commenced April International Union, AFL-CIO.
Washington, D.C. 20005 1998, Term
Age 51 Expires 2002

Richard L. Trumka Union Trustee Service Secretary-Treasurer, AFL-CIO. None
815 16th Street, N.W. Commenced April
Washington, D.C. 20006 1998, Term
Age 52 Expires 2002

George Latimer Mgmt. Trustee Service Distinguished Visiting Professor Visionics
1600 Grand Avenue Commenced May of Urban Studies, Macalester Corpo-
St. Paul, MN 55105 1996, Term College; formerly Chief Execu- ation
Age 66 Expires 2002 tive Officer, National Equity
Fund (a tax credit investment
company).

THE BOARD OF TRUSTEES RECOMMENDS THAT PARTICIPANTS VOTE "FOR" THE REELECTION
OF THE NOMINATED CHAIRMAN AND CLASS I TRUSTEES.
- -----------------------
** Disclosure is limited to directorships in a corporation or trust having
securities registered pursuant to Section 12 of the Securities Exchange Act of
1934, as amended, or subject to the requirements of Section 15(d) of such Act,
or a company registered as an investment company under the Investment Company
Act of 1940, as amended.

INCUMBENT TRUSTEES

The following incumbent Trustees will continue in office in accordance
with the Trust's Declaration of Trust, and are expected to stand for
reelection at subsequent annual meetings of Participants.*

John J. Sweeney Union Trustee Service President, AFL-CIO. None
815 16th Street, N.W. Commenced April
Washington, D.C. 20006 1981, Term
Age 67 Union Trustee Expires 2004

Terence M. O'Sullivan Union Trustee Service General President, Laborers' None
905 16th Street, N.W. Commenced May International Union of North
Washington, D.C. 20006 2000, Term America (LIUNA); formerly
Age 46 Expires 2004 Vice President, Mid-Atlantic
Regional Manager and Assistant
to the General President, LIUNA.

Frank Hurt Union Trustee Service President, Bakery, Confectionery None
10401 Connecticut Avenue Commenced March & Tobacco Workers and Grain
Kensington, MD 20895 1993, Term Millers International Union.
Age 63 Expires 2004

Edward C. Sullivan Union Trustee Service President, Building and Construc- None
815 16th Street, N.W. Commenced May tion Trades Department, AFL-CIO;
Suite 600 2000, Term formerly, General President,
Washington, D.C. 20006 Expires 2003 International Union of Elevator
Age 58 Constructors.

Michael E. Monroe Union Trustee Service General President's Counsel, None
1750 New York Ave., N.W. Commenced International Union of Painters
Washington, D.C. 20006 November 1998, and Allied Trades (IUPAT);
Age 51 Term Expires formerly, President, IUPAT;
2004 General Vice President, IUPAT.

John J. Flynn Union Trustee Service President, International Union None
1776 Eye Street, N.W. Commenced May of Bricklayers and Allied Craft-
Washington, D.C. 20006 2000, Term workers (BAC); formerly BAC
Age 67 Expires 2003 Secretary-Treasurer.

Martin J. Maddaloni Union Trustee Service General President, United Financial
901 Massachusetts Avenue, N.W. Commenced Association of Journeyman and Investors
Washington, D.C. 20001 November 1998, Apprentices of the Plumbing and Trust
Age 62 Term Expires Pipefitting Industry of the
2003 United States and Canada.

Jeremiah O'Connor Union Trustee Service International Secretary-Treasurer, None
1125 15th Street, N.W. Commenced April International Brotherhood of Elec-
Washington, D.C. 20005 2001, Term trical Workers (IBEW); formerly
Age 67 Expires 2003 International Vice President,
6th District, IBEW.

Alfred J. Fleischer Management Service President, Fleischer-Seeger None
5725 Manchester Avenue Trustee Commenced May Construction Corporation
St. Louis, MO 63110 1991, Term
Age 76 Expires 2003

- -----------------------------
* During 2001, Trustees Duvernay and Cullerton passed away and Trustee Kardy retired.
** Disclosure is limited to directorships in a corporation or trust having securities registered
pursuant to Section 12 of the Securities Exchange Act of 1934, as amended, or subject to the
requirements of Section 15(d) of such Act, or a company registered as an investment company under
the Investment Company Act of 1940, as amended.

Term of Office Principal Occupation/ Other Directorships
Name, Age, Address Position Held and Length of Business Experience Held By
with Trust Time Served During Past 5 Years Trustee**
- -------------------------------------------------------------------------------------------------
Marlyn J. Spear, CFA Management Service Chief Investment Officer, Building None
500 Elm Grove Road Trustee Commenced March Trades United Pension Trust Fund,
Elm Grove, WI 53122 1995, Term Milwaukee, WI.
Age 48 Expires 2003

Patricia F. Wiegert Management Service Administrator, Contra None
1355 Willow Way Trustee Commenced March Costa County Employee's
Suite 221 1995, Term Retirement Association.
Concord, CA 94520 Expires 2004
Age 55

Tony Stanley Management Service Executive Vice President None
25250 Rockside Road Trustee Commenced and Director, TransCon
Cleveland, OH 44146 December 1983, Builders, Inc.
Age 68 Term Expires
2004

EXECUTIVE OFFICERS

All executive officers of the Trust are located at 1717 K Street, NW,
Suite 707, Washington, DC 20036 and were elected by the Board of Trustees to a
one-year term that began on January 1, 2002 and expires on December 31, 2002,
or until their respective successors are appointed and qualify. Unless
otherwise indicated below, all executive officers of the Trust are serving
their first term in the indicated office. No executive officer of the Trust
serves as a trustee or director in any corporation or trust having securities
registered pursuant to Section 12 of the Securities Exchange Act of 1934, as
amended, or subject to the requirements of Section 15(d) of such Act, or any
company registered as an investment company under the Investment Company Act
of 1940, as amended. The executive officers of the Trust are as follows:

Name & Age Current Position w/ Trust Previous Principal Occupations over Past 5 Years
- -------------------------------------------------------------------------------------------------

Stephen F. Coyle Chief Executive Officer Chief Executive Officer since 1992, AFL-CIO
Age 56 Housing Investment Trust

Michael M. Arnold Senior Executive Vice Executive Vice President-Marketing, Investor
Age 62 President - Marketing, and Labor Relations in 2001 and Director of
Investor and Labor Relations Investor Relations from 1985-2000, AFL-CIO
Housing Investment Trust.

Eileen Fitzgerald Chief Investment Officer- Chief Investment Officer-Single Family Finance
Age 39 Single Family Finance since 2001, AFL-CIO Housing Investment Trust;
Acting Administrator and Associate
Administrator of the Rural Housing Service at
the US Department of Agriculture.

Walter Kamiat General Counsel General Counsel, AFL-CIO Investment Trust
Age 47 Corporation; Senior Counsel and Special
Assistant to the CEO, AFL-CIO Housing
Investment Trust.
- ----------------------------
* During 2001, Trustees Duvernay and Cullerton passed away and Trustee Kardy retired.
** Disclosure is limited to directorships in a corporation or trust having securities registered
pursuant to Section 12 of the Securities Exchange Act of 1934, as amended, or subject to the
requirements of Section 15(d) of such Act, or a company registered as an investment company under
the Investment Company Act of 1940, as amended.

Name & Age Current Position w/ Trust Previous Principal Occupations over Past 5 Years
- -------------------------------------------------------------------------------------------------

Helen R. Kanovsky Chief Operating Officer Executive Vice President - Finance and
Age 50 Administration from 1999-2001, AFL-CIO Housing
Investment Trust; Chief of Staff from 1998-1999
for U.S. Senator John F. Kerry; General Counsel
from 1995-1998, AFL-CIO Housing Investment
Trust.

Erica Khatchadourian Executive Vice President- Controller in 2001, Chief of Staff from 1997-
Age 34 Finance and Administration -2000, and Director of Operations from 1996-
1997, AFL-CIO Housing Investment Trust.

Patton H. Roark, Jr. Executive Vice President- Executive Vice President - Investment since
Age 35 Investments; and Portfolio 2001, Portfolio Manager since 1997, AFL-CIO
Manager Housing Investment Trust.

Stephanie Wiggins Chief Investment Officer- Director, Prudential Mortgage Capital Company;
Age 36 Multifamily Finance Vice President / Multifamily Transaction
Manager, WMF Capital Corporation.

ORGANIZATION OF THE BOARD OF TRUSTEES

Prior to April, 2002, the Board of Trustees maintained four committees:
the Executive Committee, the Legal and Audit Committee, the Asset Management
and Program Development Committee and the Marketing and Labor Relations
Committee. In April, 2002, the Board of Trustees combined the functions of
the Asset Management and Program Development Committee and the Marketing and
Labor Relations Committee into one committee, the Committee of the Whole and
therefore currently maintains three committees: the Executive Committee, the
Legal and Audit Committee and the Committee of the Whole.

The Executive Committee is currently composed of Chairman Ravitch, who
serves as chairman of the Committee, Management Trustee Stanley, who serves as
vice chairman of the Committee, and Union Trustee Sweeney. The Executive
Committee has all the authority of the Board of Trustees when the Board is not
in session and met seven times during 2001. The Executive Committee also
functions as a nominating committee, recommending candidates for election to
the Board of Trustees. In such capacity, it will consider nominees
recommended by Participants. As of the date hereof, it has not established
any specific procedures to be followed in submitting recommendations.

The Committee of the Whole monitors the Trust's investment practices and
policies, reviews proposed changes thereto, considers new investment practices
and policies and oversees the marketing policies and strategies of the Trust.
This Committee is currently composed of all Trustees.

The Legal and Audit Committee monitors the legal and accounting practices
and performance of the Trust's staff and of its counsel and independent public
accountants. This Committee is currently composed of Union Trustees
O'Sullivan, Trumka, and Hurt and Management Trustees Latimer, Stanley and
Wiegert. The Legal and Audit Committee does not operate under a written
charter adopted by the Board of Trustees and thus has not been given the
authority to select independent public accountants for the Trust without
ratification by the Participants. Accordingly, the Board of Trustees'
selection of Ernst & Young, LLP as independent public accountants for the
Trust's 2002 fiscal year is being submitted to the Participants for
ratification.

No committee functions as a compensation committee as such. The
Executive Committee, however, does make recommendations to the Board of
Trustees concerning compensation payable to Trustees acting in their
capacities as trustees, and compensation payable to executive officers. See
"COMPENSATION OF TRUSTEES AND EXECUTIVE OFFICERS".

The Board of Trustees, the Asset Management and Program Development
Committee, the Marketing and Labor Relations Committee, and the Legal and
Audit Committee each met twice during the Trust's fiscal year ended December
31, 2001. Trustees Chavez-Thompson, Hanley, Maddaloni, Monroe, O'Connor,
O'Sullivan, Stern, Sullivan, Trumka and Wiegert, and former Trustees Cullerton
and Duvernay attended fewer than 75 percent of the aggregate of the total
number of Board of Trustees meetings and total number of meetings of all
committees of which they were members during the 2001 fiscal year.

COMPENSATION OF TRUSTEES AND EXECUTIVE OFFICERS

During the fiscal year ended December 31, 2001, the Chairman received an
annual fee of $10,000. The Trust paid each Management Trustee who did not
waive such fee $500 per day for attendance at Board of Trustees meetings and
committee meetings. The Trust paid no fee to any Union Trustee. The
aggregate compensation paid to Trustees in the year ended December 31, 2001
was $18,000. The Trust reimbursed all Trustees for out-of-pocket expenses
incurred in attending Board of Trustees and committee meetings.

During the fiscal year ended December 31, 2001, the Trust employed
Stephen Coyle as Chief Executive Officer pursuant to an employment agreement.
During that period, Mr. Coyle's compensation from the Trust was $223,787 in
salary and cash compensation, $68,837 of deferred compensation and interest on
previously deferred compensation received in lieu of participation in the
Retirement Plan, and $1,163 in matching funds under the AFL-CIO Housing
Investment Trust 401(k) Retirement Plan (the "401(k) Plan"). Pursuant to his
employment agreement, Mr. Coyle also received health and welfare and life
insurance benefits substantially equivalent to those provided to other Trust
executive officers.

2001 COMPENSATION TABLE

The following table sets forth the aggregate remuneration, including any
previously deferred compensation, which was paid during 2001 to each executive
officer of the Trust and to all executive officers and Trustees of the Trust
as a group*:

PENSION ESTIMATED TOTAL
OR RETIREMENT ANNUAL COMPENSATION
AGGREGATE BENEFITS BENEFITS FROM TRUST
COMPENSATION ACCRUED AS UPON PAID TO
NAME OF PERSON, FROM TRUST<F1> PART OF TRUST RETIREMENT TRUSTEES
POSITION EXPENSES <F2>
- ------------------------------------------------------------------------------

Stephen Coyle<F3>
Chief Executive Cannot
Officer $223,787 $69,999 be determined Not applicable

- -------------------------------
*The following individuals, each of whom was appointed an executive officer of
the Trust as of January, 2002, were not executive officers of the Trust in
2001: Walter Kamiat, General Counsel; and Stephanie Wiggins, Chief Investment
Officer-Multifamily Finance. The following individuals, each of whom was an
executive officer of the Trust in 2001, are no longer executive officers of
the Trust in 2002: John M. Hanley, formerly Chief Investment Officer-
Multifamily; and David Keto, formerly General Counsel.

<F1>Compensation figures represent only the portion of each executive
officer's compensation for time devoted to Trust matters. In 2001,
approximately 25% of Mr. Coyle's time, 38% of Mr. Arnold's time, 0% of Ms.
Fitzgerald's time, 0% of Mr. Hanley's time, 51% of Ms. Kanovsky's time, 40% of
Mr. Keto's time, 0% of Ms. Khatchadourian's time and 0% of Mr. Roark's time
was devoted to matters relating to the AFL-CIO Investment Trust Corporation.
The Trust is reimbursed by the AFL-CIO Investment Trust Corporation for the
time its officers devoted to AFL-CIO Investment Trust Corporation business,
and those portions of the officers compensation are not included in the above
figures. Pursuant to his employment agreement, Mr. Coyle also received direct
compensation from AFL-CIO Investment Trust Corporation.

<F2>The estimated annual benefits payable upon retirement to the executive
officers of the Trust, other than Mr. Coyle who does not participate in the
Retirement Plan, are determined primarily by a formula based on average final
compensation and years of service. See "THE RETIREMENT PLAN".

<F3>Aggregate Compensation includes $6,825 of deferred compensation in 2001
under the 401(k) Plan, and excludes compensation deferred in lieu of
participation in the Retirement Plan and interest thereon. Pension or
Retirement Benefits as Part of Trust Expenses includes $1,163 of matching
funds paid into the 401(k) Plan and $68,837 of deferred compensation in lieu
of participation in the Retirement Plan. The total amount deferred by Mr.
Coyle through December 31, 2001 in lieu of participation in the Retirement
Plan, including interest, is $600,511 and the total amount deferred under the
401(k) Plan through December 31, 2001, including interest and Trust matching,
is $53,170.

Michael M. Arnold<F4> 136,662 12,611 - Not applicable
Senior Executive Vice
President Marketing,
Investor and Labor
Relations

Eileen Fitzgerald<F5> 152,608 17,015 - Not applicable
Chief Investment
Officer-Single Family
Finance

John M. Hanley<F6> 48,843 6,331 - Not applicable
Formerly Chief
Investment Officer-
Multifamily Finance

Helen R. Kanovsky<F7> 100,190 9,678 - Not applicable
Chief Operating
Officer

David Keto<F8> 94,439 10,370 Not applicable
Formerly General
Counsel

Erica Khatchadourian<F9> 153,062 16,717 - Not applicable
Executive Vice
President-Finance and
Administration

Patton H. Roark, Jr.<F10> 174,449 18,295 - Not applicable
Executive Vice President
Investments and
Portfolio Manager
- --------------------------------
<F4>Aggregate Compensation includes $6,510 of deferred compensation in 2001
under the 401(k) Plan, and excludes amounts contributed to the Retirement Plan
on Mr. Arnold's behalf. Pension or Retirement Benefits as Part of Trust
Expenses includes $961 of matching funds paid into the 401(k) Plan and $11,650
contributed to the Retirement Plan in 2001. The total amount deferred by Mr.
Arnold as of December 31, 2001 under the 401(k) Plan, including interest and
Trust matching, is $194,513.
<F5>Aggregate Compensation includes $10,500 of deferred compensation in 2001
under the 401(k) Plan, and excludes amounts contributed to the Retirement Plan
on Ms. Fitzgerald's behalf. Pension or Retirement Benefits as Part of Trust
Expenses includes $1,550 of matching funds paid into the 401(k) Plan and
$15,465 contributed to the Retirement Plan in 2001. The total amount deferred
by Ms. Fitzgerald as of December 31, 2001 under the 401(k) Plan, including
interest and Trust matching, is $17,241.
<F6> Aggregate Compensation includes $4,753 of deferred compensation in 2001
under the 401(k) Plan, and excludes amounts contributed to the Retirement Plan
on Mr. Hanley's behalf. Pension or Retirement Benefits as Part of Trust
Expenses includes $1,550 of matching funds paid into the 401(k) Plan and
$4,781 contributed to the Retirement Plan in 2001. The total amount deferred
by Mr. Hanley as of December 31, 2001 under the 401(k) Plan, including
interest and Trust matching, is $93,663.
<F7>Aggregate Compensation includes $5,145 of deferred compensation in 2001
under the 401(k) Plan, and excludes amounts contributed to the Retirement Plan
on Ms. Kanovsky's behalf. Pension or Retirement Benefits as Part of Trust
Expenses includes $760 of matching funds paid into the 401(k) Plan and $8,918
contributed to the Retirement Plan in 2001. The total amount deferred by Ms.
Kanovsky as of December 31, 2001 under the 401(k) Plan, including interest and
Trust matching, is $14,504.
<F8>Aggregate Compensation includes $6,300 of deferred compensation in 2001
under the 401(k) Plan, and excludes amounts contributed to the Retirement Plan
on Mr. Keto's behalf. Pension or Retirement Benefits as Part of Trust
Expenses includes $930 of matching funds paid into the 401(k) Plan and $9,440
contributed to the Retirement Plan in 2001. The total amount deferred by Mr.
Keto as of December 31, 2001 under the 401(k) Plan, including interest and
Trust matching, is $18,498.
<F9>Aggregate Compensation includes $10,500 of deferred compensation in 2001
under the 401(k) Plan, and excludes amounts contributed to the Retirement Plan
on Ms. Khatchadourian's behalf. Pension or Retirement Benefits as Part of
Trust Expenses includes $1,550 of matching funds paid into the 401(k) Plan and
$15,167 contributed to the Retirement Plan in 2001. The total amount deferred
by Mr. Khatchadourian as of December 31, 2001 under the 401(k) Plan, including
interest and Trust matching, is $86,008.
<F10>Aggregate Compensation includes $6,760 of deferred compensation in 2001
under the 401(k) Plan, and excludes amounts contributed to the Retirement Plan
on Mr. Roark's behalf. Pension or Retirement Benefits as Part of Trust
Expenses includes $1,550 of matching funds paid into the 401(k) Plan and
$16,745 contributed to the Retirement Plan in 2001. The total amount deferred
by Mr. Roark as of December 31, 2001 under the 401(k) Plan, including interest
and Trust matching, is $29,755.

Richard Ravitch, 10,000 0 0 $10,000
Chairman

Linda Chavez-Thompson,
Union Trustee 0 0 0 0

John J. Flynn,
Union Trustee 0 0 0 0

Francis X. Hanley,
Union Trustee 0 0 0 0

Frank Hurt,
Union Trustee 0 0 0 0

Martin J. Maddaloni,
Union Trustee 0 0 0 0

Michael E. Monroe,
Union Trustee 0 0 0 0

Jeremiah O'Connor,
Union Trustee 0 0 0 0

Terence M. O'Sullivan,
Union Trustee 0 0 0 0

Andrew Stern,
Union Trustee 0 0 0 0

Edward C. Sullivan,
Union Trustee 0 0 0 0

John Sweeney,
Union Trustee 0 0 0 0

Richard Trumka,
Union Trustee 0 0 0 0

John Cullerton,
Management Trustee 0 0 0 0

Alfred J. Fleischer,
Management Trustee 2,000 0 0 2,000

Walter Kardy,
Management Trustee 0 0 0 0

George Latimer,
Management Trustee 1,000 0 0 1,000

Marlyn J. Spear,
Management Trustee 2,000 0 0 2,000

Tony Stanley,
Management Trustee 3,000 0 0 3,000

Patricia F. Wiegert,
Management Trustee 0 0 0 0
-----------------------------------------------
All Directors and
Officers as a Group*
(27 persons) $1,102,040 $161,016 $ 0 $18,000
===============================================

*In addition, the Trust has an additional 27 employees who received
compensation in excess of $60,000 from the Trust during 2001.

Prior to October 1, 1990, the Trust had not established or adopted any
bonus, profit sharing, pension, retirement, stock purchase or other
compensation or incentive plans for its officers and employees. Also prior to
October 1, 1990, personnel (other than the Chief Executive Officer) were
provided pursuant to a Personnel Contract between the Trust and the AFL-CIO,
whereby the Trust reimbursed the AFL-CIO for the AFL-CIO's costs of employing
the personnel. While the Personnel Contract was in effect, the personnel
participated in the AFL-CIO Deferred Compensation Plan, a defined contribution
plan, and were subject to the AFL-CIO Staff Retirement Plan ("Retirement
Plan"), a defined benefit plan. Any amounts contributed by the AFL-CIO on
behalf of such personnel pursuant to the Retirement Plan were reimbursed by
the Trust pursuant to the Personnel Contract. The Trust adopted the
Retirement Plan for all of its employees except for its Chief Executive
Officer (who by the terms of the Retirement Plan is ineligible), effective as
of October 1, 1990. Effective October 1, 1996, the Trust adopted the AFL-CIO
Housing Investment Trust 401(k) Plan described below for all of its employees
including its Chief Executive Officer.

THE RETIREMENT PLAN

Under the Retirement Plan, contributions are based on an eligible
employee's base salary. The Internal Revenue Service also imposes an annual
maximum on the amount that can be counted in determining base salary, which
amount is currently $200,000 and was $170,000 in 2001. In general, rates are
determined actuarially every year. The Retirement Plan was funded by employer
contributions at rates of approximately 11% of eligible employees' base
salaries during the twelve months ended December 31, 2001. During 2001, the
annual base salaries for pension purposes (including compensation for time
spent on matters relating to the AFL-CIO Investment Trust Corporation) of Mr.

Arnold, Ms. Fitzgerald, Mr. Hanley, Ms. Kanovsky, Mr. Keto, Ms. Khatchadourian
and Mr. Roark were $170,000, $140,079, $43,079, $164,849, $142,476, $137,395
and $151,563, respectively.

The Retirement Plan is open to employees of the AFL-CIO and other
participating employers that are approved by the Retirement Plan's board of
trustees and that make contributions to the Retirement Plan on their behalf.
Such employees become members of the Retirement Plan on their first day of
employment that they are scheduled to work at least 1,000 hours during the
next 12 consecutive months.

The Retirement Plan provides a normal retirement pension to eligible
employees for life, beginning at age 65 if the employee has at least three
years of credited service, beginning at age 60 if the employee has at least 10
years of credited service, or beginning at age 50 if the employee's age plus
years of credited service equals 80 or more. The amount of this pension
depends on salary and years of credited service at retirement. Eligible
employees will receive 3.00 percent of the average of their highest three
years' earnings, subject to the Internal Revenue Service limit noted above
("Final Average Salary") for each year of credited service up to 25 years, and
0.5 percent of their Final Average Salary of each year of credited service
over 25 years. Eligible employees must have at least three years of service
to retire and receive a monthly pension. Eligible employees generally earn
credited service toward their pension for each year that they work for a
participating employer.

Set forth below is a table showing estimated annual benefits payable upon
retirement in specified compensation and years of service classifications. As
of the date hereof Mr. Arnold, Ms. Fitzgerald, Ms. Kanovsky, Mr. Kamiat, Ms.
Khatchadourian, Mr. Roark, and Ms. Wiggins have approximately 17, 2, 5, 5, 9,
9, and 2 credited years of service, respectively, under the Retirement Plan.

Years of Service
----------------
Final
Average Salary<F11> 15<F12> 20<F13> 25<F13> 30<F13> 35<F13>
- ------------------- ------ ------ ------ ------- -------

$ 100,000 $ 45,000 $ 60,000 $ 75,000 $ 77,500 $80,000
150,000 67,500 90,000 112,500 116,250 120,000
170,000 76,500 102,000 127,500 131,750 136,000

- -------------------
<F11> The Internal Revenue Code limits the permissable benefit payments
that may be paid under the Retirement Plan. Consequently, the amounts
of retirement benefits that actually may be paid to individual
employees may be significantly lower than as shown, depending on
several factors, including, but not limited to, the employee's years of
service, level of compensation, and actual year of retirement.
<F12> 3.00 percent per year up to 25 years.
<F13> 0.5 percent per year over 25 years.

THE 401(K) PLAN

Under the AFL-CIO Housing Investment Trust 401(k) Plan, an eligible
employee may designate to set aside up to 100 percent of his or her total
compensation, up to a maximum of $11,000 in 2002 (or up to $12,000 for
eligible employees over the age of 50). In 2002, the Trust will match dollar-
for-dollar the first $2,500 contributed. The amount set aside by an eligible
employee and the amount of the Trust's matching contribution, if any, will be
deposited in a trust account in the employee's name. Every employee of the
Trust is eligible to participate in the 401(k) Plan provided such employee has
reached the age of 21 and is not a nonresident alien. An eligible employee
may enroll in the 401(k) Plan every January 1st and July 1st of a given year.

When a participating employee terminates his or her employment, retires
or becomes disabled, the employee will be able to receive as a lump sum
payment the salary reduction amounts that were contributed to the trust
account on the employee's behalf, the additional amounts that the Trust
contributed to the trust account on the employee's behalf, plus income earned
(or less losses incurred) as a result of investment of these contributions
(less the employee's allocated share of expenses).

If the employee continues to work for the Trust, the employee cannot
withdraw these amounts unless the employee has a financial hardship. A
financial hardship is an immediate and heavy financial need for which the
employee has no other available resources, and includes medical expenses, the
purchase of a primary residence, the payment of tuition and related
educational fees, funeral expenses and the need to prevent eviction from, or
foreclosure of the mortgage of, the employee's primary residence. The
employee will be required to present evidence of the financial hardship and
upon submission of such evidence may be entitled to withdraw an amount, up to
the balance in the employee's account, to meet the immediate financial need.

The amount in an employee's account must be distributed to the employee
in one lump sum or in periodic installments beginning April 1st of the year
following the year in which the employee reaches age 70 1/2. Additionally,
these amounts must be distributed within a reasonable time following
the termination of the 401(k) Plan or the termination of the employee's
employment. An employee will be entitled to receive a distribution of the
amounts in their account upon the employee's attainment of age 65.

A participating employee may borrow from his or her account subject to
certain prescribed limitations.

The following table sets forth the amounts paid or distributed pursuant
to the 401(k) Plan in 2001 to the executive officers listed in the
Compensation Table above, and the amounts deferred and paid as part of Trust
expenses, pursuant to the 401(k) Plan for the accounts of such individuals
during 2001, the distribution or unconditional vesting of which are not
subject to future events.*

Amount Paid or Amount Employer
Name of Individual Distributed Deferred Matching
------------------ ---------------- -------------- ------------
Stephen Coyle $0 $ 6,825 $1,163
Michael M. Arnold 0 6,510 961
Eileen Fitzgerald 0 10,500 1,550
John Hanley 0 4,753 1,550
Helen R. Kanovsky 0 5,145 760
David Keto 0 6,300 930
Erica Khatchadourian 0 10,500 1,550
Patton H. Roark, Jr. 0 6,760 1,550
------------- ---------- --------
All executive officers
as a group (8 persons) $0 $57,293 $10,014

AMENDMENT TO DECLARATION OF TRUST

PROPOSAL III: TO APPROVE AN AMENDMENT TO THE TRUST'S DECLARATION OF TRUST
TO MODIFY CERTAIN ELIGIBILITY CRITERIA APPLICABLE TO THE NOMINATION AND
ELECTION OF MANAGEMENT TRUSTEES

The Board of Trustees is currently permitted under Section 2(3) of the
Declaration of Trust to be comprised of one Chairman who shall be an
individual who is not an officer, trustee or employee of any organization that
is a Participant in the Trust, up to twelve (12) Union Trustees who shall be
officers or employees of the AFL-CIO or an AFL-CIO member union, and up to
twelve (12) Management Trustees who shall be (i) officers or management
employees of one or more organizations contributing directly or indirectly
through contractors to an Eligible Pension Plan as defined in Section 5.2 of
the Declaration of Trust, or officers or management employees of such an
Eligible Pension Plan, or (ii) with respect to not more than four (4) of the
Management Trustees, an officer, director, or trustee of an organization
connected in whole or in part with the housing, finance, or real estate
development industries, or an elected or appointed official of the federal or
any state or local government or an agency or instrumentality thereof.
The Board of Trustees has approved, subject to approval by the
Participants at the Meeting, an amendment to the Trust's Declaration of Trust
which would modify certain of the eligibility criteria applicable to the
nomination and election of Management Trustees. The amendment is designed to -
- ------------------
*The following individuals, each of whom was appointed an executive officer
of the Trust as of January, 2002 were not executive officers of the Trust
in 2001: Walter Kamiat, General Counsel; and Stephanie Wiggins, Chief
Investment Officer - Multifamily Finance. The following individuals, each
of whom as an executive officer of the Trust in 2001, are no longer
executive officers of the Trust in 2002: John M. Hanley, formerly Chief
Investment Officer-Multifamily; and David Keto, formerly General Counsel.

allow for the greater utilization on the Board of Trustees of individuals with
expertise and background in areas of finance and real estate development or
government service, which are of increasing relevance to the work of the Trust
as the Trust grows and as its investment and portfolio management activities
become more sophisticated in nature.

The Board of Trustees proposes to delete the limit on the number of
Management Trustees who can be officers, directors, or trustees of
organizations connected in whole or in part with the housing, finance, or real
estate development industries, or elected or appointed officials of the
federal or any state or local government or an agency or instrumentality.
Currently, the limit on such Management Trustees is four (4), out of the
maximum of twelve (12) Management Trustees. The proposed amendment would also
make clear that persons who formerly held positions as elected or appointed
officers of federal, state, or local governments or government agencies may
serve as Management Trustees.

The proposed amendment would leave unchanged all other aspects of Section
2(3), including the total size of the Board; the requirements for the Chairman
and Union Trustees; and the requirement that the total number of Management
Trustees never exceed the total number of Union Trustees, except as the result
of a vacancy during an unexpired term caused by death or resignation.

THE BOARD OF TRUSTEES RECOMMENDS THAT PARTICIPANTS VOTE "FOR" APPROVAL OF THE
PROPOSED AMENDMENT TO THE DECLARATION OF TRUST.

DESIGNATION OF AUDITORS

PROPOSAL IV: TO RATIFY THE SELECTION OF ERNST & YOUNG, LLP AS INDEPENDENT
PUBLIC ACCOUNTANTS

The Participants are requested to ratify the Board of Trustees' selection
of Ernst & Young, LLP as the independent public accountants for the Trust for
the current fiscal year. Representatives of Ernst & Young, LLP are not
expected to be present at the Meeting and thus will not be given an
opportunity to make a statement or be available to respond to questions. As of
April 24, 2002, the Board of Trustees approved Ernst & Young, LLP to replace
Arthur Andersen, LLP (the "Former Accountants"). Representatives of the Former
Accountants are not expected to be present at the meeting and thus will not be
given an opportunity to make a statement or be available to respond to
questions. Beginning in February 2002, the Trust's staff conducted interviews
and solicited proposals to provide accounting services to the Trust from
several national accounting firms, including the Former Accountants. The
Former Accountants declined to submit a proposal for the aforementioned
services.

On the basis of such interviews and proposals, the staff recommended to
the Board of Trustees that the Trust not renew its agreement with the Former
Accountants, and that, upon Participants' approval, the Trust retain Ernst &
Young, LLP. Upon a recommendation of the Trust's Legal and Audit Committee,
the Trustees at their meeting, held on April 24, 2002, voted to select Ernst &
Young, LLP as the Trust's independent public accountants for the 2002 fiscal
year. Such selection is submitted to the Participants for ratification. None
of the Former Accountant's reports on the Trust's financial statements for the
past two years contained an adverse opinion, disclaimer of opinion, or a

modified or qualified opinion. Furthermore, during the Trust's two most recent
fiscal years: there were no disagreements with the Former Accountants on any
matter of accounting principles or practices, financial statement disclosure,
or auditing scope or procedure; there were no disagreements with the Former
Accountants with respect to internal controls necessary for the Trust to
develop reliable financial statements; the Former Accountants have not advised
the Trust of any material matters with respect to the Trust's reports or
financial statements or of information that had come to the Former
Accountants' attention that had led them to no longer be able to rely on the
management's representations, that made them unwilling to be associated with
financial statements prepared by management, that led them to advise the Trust
of the need to expand the scope of its audit or that led them to question the
fairness or reliability of reports or financial statements. Ernst & Young,
LLP was not consulted on any matter during the Trust's two most recent fiscal
years on either the application of accounting principles to a specified
transaction or an audit opinion, or any matter on which there was a
disagreement with the Former Accountants.

AUDIT FEES

The aggregate fees billed for professional services rendered by the
Former Accountants for the audit of the Trust's financial statements for the
fiscal year ended December 31, 2001 were $100,000.

The proposed fees for professional services rendered by Ernst & Young,
LLP for the audit of the Trust's financial statements for the fiscal year
ended December 31, 2002 are $105,925, plus any direct expenses incurred.

FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES

The Former Accountants did not provide any assistance with respect to the
Trust's information system. Ernst & Young, LLP is not currently expected to
provide any assistance with respect to the Trust's information system.

ALL OTHER FEES

In 2001, the Former Accountants provided tax preparation services,
Association for Investment Management and Research (AIMR) compliance services,
and services to review the reimbursement charged to the AFL-CIO Investment
Trust Corporation. The aggregate fees billed by the Former Accountants in 2001
for these services were $36,000. The Legal and Audit Committee determined
that the provision of these other services by the Former Accountants was not
incompatible with maintaining the independence of the Former Accountants.

Ernst & Young, LLP has proposed to provided tax preparation services,
Association for Investment Management and Research (AIMR) compliance services,
and services to review the reimbursement charged to the AFL-CIO Investment
Trust Corporation for fiscal year 2002. The proposed fees for these services
are $26,761, plus any direct expenses incurred. The Legal and Audit Committee
determined that the provision of these other services by the Ernst & Young,
LLP is not incompatible with maintaining their independence. The Board of
Trustees has determined that no additional non-audit services may be provided
by Ernst & Young, LLP without the express approval of the Legal and Audit
Committee.

THE BOARD OF TRUSTEES RECOMMENDS THAT PARTICIPANTS VOTE "FOR" THE RATIFICATION
OF THE SELECTION OF ERNST & YOUNG, LLP AS THE TRUST'S INDEPENDENT PUBLIC
ACCOUNTANT FOR FISCAL 2002.

PROPOSALS FOR 2003 ANNUAL MEETING OF PARTICIPANTS

Participants who wish to make a proposal to be included in the Trust's
proxy statement and form of proxy for the trust's 2003 annual meeting of
Participants (expected to be held in May 2003) must cause such proposal to be
received by the Trust at its principal office not later than December 15,
2002.

OTHER MATTERS

The Trust currently has no independent investment adviser other than
Wellington Management Company LLP. Wellington Management Company is a
Massachusetts limited liability partnership and a registered investment
advisor. Its principal offices are located at 75 State Street, Boston,
Massachusetts 02109. Investment decisions with respect to Trust assets other
than those subject to the Investment Advisory Agreement with Wellington
Management Company are made by the Chief Executive Officer, the Chief
Operating Officer, the Senior Executive Vice President - Marketing, Investor
and Labor Relations, the Executive Vice President - Finance and
Administration, the Executive Vice President Investments and the Portfolio
Manager of the Trust under the supervision of the Executive Committee and,
ultimately, the Board of Trustees. Because the Chief Executive Officer, the
Chief Operating Officer, the Senior Executive Vice President Marketing,
Investor and Labor Relations, the Executive Vice President Finance and
Administration, the Executive Vice President Investments and the Portfolio
Manager are officers of the Trust and are not engaged in the business of
providing securities investment advice to others, they are not registered as
investment advisers under the Investment Advisers Act. For the foregoing
reasons, the Participants will not be asked at the Meeting to approve any
investment advisory contract relating to the Chief Executive Officer, the
Chief Operating Officer, the Senior Executive Vice President Marketing,
Investor and Labor Relations, the Executive Vice President Finance and
Administration, the Executive Vice President Investments and the Portfolio
Manager.

At the date of this Proxy Statement, the Trustees know of no other
matters that may come before the Meeting. If any other matter properly comes
before the Meeting, it is the intention of the persons named in the enclosed
form of Proxy to vote the Units represented by such Proxy in accordance with
their best judgment.

Participants who are unable to attend the Meeting in person are urged to
forward their Proxies without delay. A prompt response will be appreciated.

By Order of the Board of Trustees

STEPHEN COYLE
Chief Executive Officer