This Canadian Private Placement Memorandum (including the documents incorporated
by reference) constitutes an offering of the securities described herein only in
those  jurisdictions  and to those persons to whom they may be lawfully  offered
for sale, and therein only by persons  permitted to sell such  securities.  This
document  is  not,  and  under  no  circumstances  is to  be  construed  as,  an
advertisement or a public offering of the securities described herein in Canada.
No securities  commission or similar  authority in Canada has reviewed or in any
way passed upon this document or the merits of the securities  described herein,
and any representation to the contrary is an offence.

                       AFL - CIO HOUSING INVESTMENT TRUST
               (a District of Columbia Common Law Business Trust)

                      Private Placement of Units in Canada

The Offering

The units offered  hereby are part of an offering of units  ("Units") by AFL-CIO
Housing  Investment  Trust ("HIT"),  a District of Columbia  common law business
trust.  Attached  hereto and forming part of this document is the  Prospectus of
HIT dated April 30, 2007, as  supplemented on August 28, 2007, in respect of the
offer for sale of the  Units  (collectively,  the  "Canadian  Private  Placement
Memorandum").  The  Prospectus  was  created  for use in the  United  States and
contains terms as they would commonly be understood to a United States audience.
As such, references to, for example,  dollars, laws,  governmental agencies, and
governmental  entities  should be understood to refer to United States  dollars,
laws, governmental agencies, and governmental entities, unless explicitly stated
otherwise.

Purchases in Canadian Dollars

The Prospectus  describes the purchase of Units in HIT in United States dollars.
Purchase  orders  remitted  with  payment to HIT's  transfer  agent in  Canadian
dollars may result in delays due to currency conversion.  Because Units may only
be purchased in United States dollars as of the last business day of each month,
currency  conversion could result in delaying the investment date until the next
month-end.  Currency conversion by the transfer agent may also result in a delay
in placing payment amounts in interest  bearing accounts pending purchase and in
charges and  currency  conversion  rates as  determined  by the  policies of our
transfer agent.

Resale Restrictions

The  distribution  of the Units in Canada is being  made on a private  placement
basis exempt from the  requirement  that HIT prepare and file a prospectus  with
the appropriate Canadian securities regulatory authorities. As explained in more
detail  in the  Prospectus,  HIT  currently  accepts  and  satisfies  redemption
requests  on a  monthly  basis.  Purchasers  of Units  may not  sell,  resell or
transfer their Units to anyone other than HIT and may not pledge their Units.

Representations and Agreement by Purchasers

Each purchaser of Units in Canada will, in such purchaser's  Participation  Form
and Canadian Investor Application,  be required to represent to HIT, that, among
other things:

      (a)   the  purchaser  is  purchasing,  or is deemed to be  purchasing,  as
            principal and not as agent;

      (b)   either:

            (i)   the  purchaser  is resident in one of the  provinces of Canada
                  and the purchaser:


                                     - 2 -


                  (A)   is an  "accredited  investor"  as  defined  in  National
                        Instrument   45-106  --  Prospectus   and   Registration
                        Exemptions ("NI 45-106"); and

                  (B)   is not a person  created  and or being  used  solely  to
                        purchase or hold securities as an accredited investor as
                        described  in  paragraph   (m)  of  the   definition  of
                        "accredited investor" in section 1.1 of NI 45-106; or

            (ii)  the  purchaser  is resident in one of the  provinces of Canada
                  other than Alberta and:

                  (A)   the Units have an  acquisition  cost to the purchaser of
                        not less than Cdn.  $150,000 paid in cash at the time of
                        the trade; and

                  (B)   the  purchaser  is not a person  created  or being  used
                        solely to  purchase  or hold  securities  in reliance on
                        this exemption;

      (c)   the purchaser has been notified through this document that:

            (i)   the following  information  will be provided to one or more of
                  the Canadian securities regulatory authorities:

                  A.    the full  name,  address  and  telephone  number  of the
                        purchaser;

                  B.    the number and type of Units purchased by the purchaser;

                  C.    the total  purchase  price for the Units,  expressed  in
                        Canadian dollars;

                  D.    the Canadian statutory exemption relied upon; and

                  E.    the date of distribution of the Units,

                  (collectively,  the information  described in A. through E. is
                  called the "Information");

            (ii)  the   Information  is  being   collected   indirectly  by  the
                  applicable Canadian securities  regulatory authority under the
                  authority granted to it in securities legislation;

            (iii) the  Information  is being  collected  for the purposes of the
                  administration  and  enforcement  of the  applicable  Canadian
                  securities legislation; and

            (iv)  the title,  business address and business  telephone number of
                  the public official in Ontario, who can answer questions about
                  the Ontario Securities Commission's indirect collection of the
                  information is:

                          Administrative Assistant to the Director
                          of Corporate Finance
                          Ontario Securities Commission
                          Suite 1903, Box 5520 Queen Street West
                          Toronto, Ontario M5H 3S8
                          Tel: (416) 593-8086;

      (d)   the  purchaser  has   authorized   and  consented  to  the  indirect
            collection of the Information by the applicable  Canadian securities
            regulatory authorities; and

      (e)   the purchaser has reviewed and  acknowledges  the terms  referred to
            above under the heading "Resale Restrictions".


                                     - 3 -


Rights of Action

      The following  statutory  rights of action for damages or  rescission  are
available to  purchasers  of Units in Ontario,  New  Brunswick,  Nova Scotia and
Saskatchewan.

      Ontario. If this Canadian Private Placement  Memorandum contains an untrue
statement of a material  fact or omits to state a material fact that is required
to be  stated  or is  necessary  in  order  to make  any  statement  herein  not
misleading in light of the  circumstances  in which it is made (herein  called a
"misrepresentation"),  purchasers  resident in Ontario who purchase Units during
the period of  distribution,  without regard to whether the purchaser  relied on
the  misrepresentation  (if it was a misrepresentation  at the time of purchase)
will have a statutory right of action for damages,  or, while still the owner of
the Units,  for  rescission,  against  HIT.  This  statutory  right of action is
subject to the following:

      (a)   if the  purchaser  elects  to  exercise  the  right  of  action  for
            rescission,  the purchaser  will have no right of action for damages
            against HIT;

      (b)   no  action  may be  commenced  to  enforce  a right  of  action  for
            rescission  more than 180 days after the date on which  payment  for
            the Units is made by the purchaser; =====

      (c)   no action may be  commenced to enforce a right of action for damages
            after the earlier of (i) 180 days after the  purchaser  of the Units
            first had  knowledge of the facts giving rise to the cause of action
            and (ii) three years  after the date on which  payment for the Units
            is made by the purchaser;

      (d)   HIT will not be liable if it proves that the purchaser purchased the
            Units with knowledge of the misrepresentation;

      (e)   in the case of an action for damages, HIT will not be liable for all
            or any portion of the damages  that it proves do not  represent  the
            depreciation   in   value  of  the   Units   as  a  result   of  the
            misrepresentations relied upon; and

      (f)   in no case will the amount  recoverable  in such  action  exceed the
            price at which the Units were sold to the purchaser.

      The rights  described  above are  applicable  to a  purchaser  resident in
Ontario unless the purchaser is:

      (g)   a Canadian financial institution, meaning either:

            (i)   an association governed by the Cooperative Credit Associations
                  Act (Canada) or a central cooperative credit society for which
                  an order has been made under section 473(1) of that Act; or

            (ii)  a bank, loan corporation,  trust company,  trust  corporation,
                  insurance  company,  treasury  branch,  credit  union,  caisse
                  populaire,  financial services  corporation or league that, in
                  each  case,  is  authorized  by an  enactment  of  Canada or a
                  jurisdiction  of  Canada to carry on  business  in Canada or a
                  jurisdiction in Canada;

      (h)   a Schedule  III bank,  meaning an  authorized  foreign bank named in
            Schedule III of the Bank Act (Canada);

      (i)   the  Business  Development  Bank of  Canada  incorporated  under the
            Business Development Bank of Canada Act (Canada); or


                                     - 4 -


      (j)   a subsidiary  of any person  referred to in  paragraphs  (a), (b) or
            (c),  if  the  person  owns  all  of the  voting  securities  of the
            subsidiary, except the voting securities required by law to be owned
            by the directors of the subsidiary.

      The  statutory  rights of action  described  above are in  addition to and
without  derogation from any other right or remedy that the purchaser might have
at law.

      New Brunswick.  Section 150 of the Securities Act (New Brunswick) provides
that where an  offering  memorandum  (such as this  Canadian  Private  Placement
Memorandum)  contains a misrepresentation  as defined in the Securities Act (New
Brunswick),  a purchaser who purchases securities shall be deemed to have relied
on the  misrepresentation  if it was a misrepresentation at the time of purchase
and:  (a) the  purchaser  has a right of action for damages  against HIT and any
selling  security  holder(s) on whose behalf the  distribution  is made,  or (b)
where the  purchaser  purchased  the  securities  from a person  referred  to in
paragraph (a), the purchaser may elect to exercise a right of rescission against
the  person,  in which  case the  purchaser  shall  have no right of action  for
damages against the person.

      This statutory  right of action is available to a New Brunswick  purchaser
whether or not such purchaser relied on the  misrepresentation.  However,  there
are various  defences  available to HIT and the selling security  holder(s).  In
particular,  no person  will be liable for a  misrepresentation  if such  person
proves  that the  purchaser  purchased  the  securities  with  knowledge  of the
misrepresentation  when the purchaser purchased the securities.  Moreover, in an
action for damages,  the amount  recoverable  will not exceed the price at which
the securities were offered under the offering memorandum and any defendant will
not be liable for all or any part of the damages  that the  defendant  proves do
not  represent  the  depreciation  in value of the  security  as a result of the
misrepresentation.

      If the  purchaser  intends to rely on the rights  described  in (a) or (b)
above, such purchaser must do so within strict time  limitations.  The purchaser
must commence its action to cancel the agreement  within 180 days after the date
of the  transaction  that gave rise to the cause of action.  The purchaser  must
commence  its action for  damages  within the earlier of: (a) one year after the
purchaser  first had  knowledge of the facts giving rise to the cause of action;
or (b) six years after the date of the  transaction  that gave rise to the cause
of action.

      Nova Scotia.  Section 138 of the  Securities  Act (Nova  Scotia)  provides
purchasers  of  securities  offered  pursuant to an offering  memorandum  with a
statutory  right of action for damages or rescission.  If this Canadian  Private
Placement  Memorandum  or any  amendment  thereto  or any  advertising  or sales
literature  (as  defined  in  the  Securities  Act  (Nova  Scotia))  contains  a
misrepresentation,  any  purchaser  to  whom  this  Canadian  Private  Placement
Memorandum or any amendment  thereto or any such advertising sales or literature
has been sent or delivered  and who  purchases a security  referred to herein or
therein,  is  deemed  to  have  relied  on  such  misrepresentation  if it was a
misrepresentation  at the time of  purchase  and  has,  subject  as  hereinafter
provided,  a statutory right of action for damages against the seller (including
an issuer where the  securities are  distributed by HIT),  every director of the
seller at the time of the offering  memorandum,  and every person who signed the
offering  memorandum  or the purchaser may elect instead to exercise a statutory
right of rescission  against the seller in which case the purchaser has no right
of action for  damages  against  the seller or persons  who signed the  Canadian
Private Placement  Memorandum.  The foregoing is subject to certain  limitations
including the following:

      (a)   advertising  or  sales   literature  is  deemed  not  to  contain  a
            misrepresentation   unless  the  advertising  or  sales   literature
            contains an untrue  statement of a material fact or omits to state a
            material  fact that is required to be stated or that it is necessary
            in order to make any  statement  contained  herein  or  therein  not
            misleading in light of the circumstances in which it was made;

      (b)   in an action for rescission or damages, no person or company will be
            held liable if it proves the purchaser purchased the securities with
            knowledge of the misrepresentation;

      (c)   in an action for  damages,  the seller will not be liable for all or
            any  portion of such  damages  that it proves do not  represent  the
            depreciation  in  value  of  the  securities  as  a  result  of  the
            misrepresentation relied upon; and


                                     - 5 -


      (d)   in no case will the  amount  recoverable  under this right of action
            exceed the price at which the securities were offered.

      In addition,  no person or company  other than HIT is liable if the person
or company proves that:

      (e)   the Canadian  Private  Placement  Memorandum  or an amendment to the
            Canadian Private  Placement  Memorandum was sent or delivered to the
            purchaser without the person's or company's knowledge or consent and
            that, on becoming aware of its delivery,  the person or company gave
            reasonable general notice that it was delivered without the person's
            or company's knowledge or consent;

      (f)   after delivery of the Canadian  Private  Placement  Memorandum or an
            amendment  thereto and before the purchase of the  securities by the
            purchaser,  on  becoming  aware  of  any  misrepresentation  in  the
            Canadian Private Placement  Memorandum or an amendment thereto,  the
            person or company withdrew the person's or company's  consent to the
            Canadian Private Placement Memorandum or amendment thereto, and gave
            reasonable general notice of the withdrawal and the reason therefor;
            or

      (g)   with  respect  to  any  part  of  the  Canadian  Private   Placement
            Memorandum or an amendment thereto  purporting (i) to be made on the
            authority of an expert or (ii) to be a copy of, or an extract  from,
            a report,  an opinion  or a  statement  of an expert,  the person or
            company  had no  reasonable  grounds to believe  and did not believe
            that (x) there had been a misrepresentation or (y) the relevant part
            of the Canadian Private  Placement  Memorandum or amendment  thereto
            (A) did not fairly represent the report, opinion or statement of the
            expert  or (B) was not a fair  copy  of,  or an  extract  from,  the
            report, opinion or statement of the expert.

      Furthermore, no person or company other than HIT is liable with respect to
any part of the Canadian Private  Placement  Memorandum or amendment thereto not
purporting (a) to be made on the authority of an expert; or (b) to be a copy of,
or an extract  from, a report,  opinion or statement  of an expert,  unless,  in
either  case,  the  person  or  company  (i)  failed  to  conduct  a  reasonable
investigation to provide  reasonable grounds for a belief that there had been no
misrepresentation or (ii) believed that there had been a misrepresentation.

      The right of action  described  is in addition  to and without  derogation
from any other right or remedy available to the purchaser at law.

      Pursuant to section 146 of the Securities Act (Nova Scotia), no action may
be commenced to enforce the right of action  described  above more than 120 days
after the date on which payment was made for the securities or after the date on
which the initial payment for the securities was made where payments  subsequent
to the initial  payment are made  pursuant to a contractual  commitment  assumed
before, or concurrently with, the initial payment.

      Saskatchewan.  Section 138 of The Securities Act, 1988 (Saskatchewan),  as
amended (the  "Saskatchewan  Act")  provides  that where an offering  memorandum
(such as this Canadian Private  Placement  Memorandum) or any amendment to it is
sent or delivered to a purchaser and it contains a misrepresentation (as defined
in the Saskatchewan  Act), a purchaser who purchases  securities  covered by the
Canadian Private  Placement  Memorandum or any amendment to it is deemed to have
relied upon that misrepresentation, if it was a misrepresentation at the time of
purchase,  and has a right of action  for  rescission  against  HIT or a selling
security  holder  on whose  behalf  the  distribution  is made or has a right of
action for damages against:

      (a)   HIT or a selling security holder on whose behalf the distribution is
            made;

      (b)   every promoter and director of HIT or the selling  security  holder,
            as the case  may be,  at the time  the  Canadian  Private  Placement
            Memorandum or any amendment to it was sent or delivered;


                                     - 6 -


      (c)   every person or company whose consent has been filed  respecting the
            offering,  but only with respect to reports,  opinions or statements
            that have been made by them;

      (d)   every  person who or company  that,  in  addition  to the persons or
            companies mentioned in (a) to (c) above, signed the Canadian Private
            Placement  Memorandum  or  the  amendment  to the  Canadian  Private
            Placement Memorandum; and

      (e)   every person who or company that sells  securities  on behalf of HIT
            or selling  security  holder  under the Canadian  Private  Placement
            Memorandum   or  amendment  to  the   Canadian   Private   Placement
            Memorandum.

Such  rights of  rescission  and  damages  are  subject to  certain  limitations
including the following:

      (f)   if the purchaser elects to exercise its right of rescission  against
            HIT or selling security holder, it shall have no right of action for
            damages against that party;

      (g)   in an action for damages,  a defendant will not be liable for all or
            any  portion  of  the  damages  that  he,  she or it  proves  do not
            represent the depreciation in value of the securities resulting from
            the misrepresentation relied on;

      (h)   no person or  company,  other than the issuer or a selling  security
            holder,  will  be  liable  for  any  part  of the  Canadian  Private
            Placement  Memorandum  or any  amendment to it not  purporting to be
            made on the  authority of an expert and not  purporting to be a copy
            of, or an extract from, a report, opinion or statement of an expert,
            unless  the  person  or  company  failed  to  conduct  a  reasonable
            investigation  sufficient to provide reasonable grounds for a belief
            that there had been no  misrepresentation or believed that there had
            been a misrepresentation;

      (i)   in no case  shall the amount  recoverable  exceed the price at which
            the securities were offered; and

      (j)   no person or  company  is liable  in an  action  for  rescission  or
            damages  if  that  person  or  company  proves  that  the  purchaser
            purchased the securities with knowledge of the misrepresentation.

In addition,  no person or company,  other than HIT or selling  security holder,
will be liable if the person or company proves that:

      (k)   the Canadian Private Placement Memorandum or any amendment to it was
            sent or delivered  without the  person's or  company's  knowledge or
            consent and that,  on becoming  aware of it being sent or delivered,
            that person or company gave reasonable general notice that it was so
            sent or delivered; or

      (l)   with  respect  to  any  part  of  the  Canadian  Private   Placement
            Memorandum  or any  amendment  to it  purporting  to be  made on the
            authority of an expert, or purporting to be a copy of, or an extract
            from, a report, an opinion or a statement of an expert,  that person
            or company had no reasonable  grounds to believe and did not believe
            that there had been a  misrepresentation,  the part of the  Canadian
            Private  Placement  Memorandum or any amendment to it did not fairly
            represent the report, opinion or statement of the expert, or was not
            a fair copy of, or an extract from, the report, opinion or statement
            of the expert.

Not all defences upon which we or others may rely are described  herein.  Please
refer to the full text of the Saskatchewan Act for a complete listing.

Similar  rights of action for damages  and  rescission  are  provided in section
138.1 of the Saskatchewan Act in respect of a  misrepresentation  in advertising
and sales literature disseminated in connection with an offering of securities.


                                     - 7 -


Section  138.2 of the  Saskatchewan  Act also  provides that where an individual
makes  a  verbal   statement  to  a  prospective   purchaser   that  contains  a
misrepresentation  relating to the securities purchased and the verbal statement
is made either before or contemporaneously  with the purchase of the securities,
the  purchaser  is deemed to have relied on the  misrepresentation,  if it was a
misrepresentation at the time of purchase, and has a right of action for damages
against the individual who made the verbal statement.

Section  141(1) of the  Saskatchewan  Act provides a purchaser with the right to
void the  purchase  agreement  and to recover all money and other  consideration
paid  by the  purchaser  for  the  securities  if the  securities  are  sold  in
contravention of the  Saskatchewan  Act, the regulations to the Saskatchewan Act
or a decision of the Saskatchewan Financial Services Commission.

Section  141(2) of the  Saskatchewan  Act also  provides  a right of action  for
rescission or damages to a purchaser of  securities to whom an Canadian  Private
Placement  Memorandum or any amendment to it was not sent or delivered  prior to
or at the same time as the  purchaser  enters into an  agreement to purchase the
securities, as required by Section 80.1 of the Saskatchewan Act.

The rights of action for damages or rescission under the Saskatchewan Act are in
addition to and do not derogate  from any other right which a purchaser may have
at law.

Section 147 of the  Saskatchewan  Act provides that no action shall be commenced
to enforce any of the foregoing rights more than:

      (m)   in the case of an action for rescission,  180 days after the date of
            the transaction that gave rise to the cause of action; or

      (n)   in  the  case  of  any  other  action,  other  than  an  action  for
            rescission, the earlier of:

            (i)   one year after the plaintiff  first had knowledge of the facts
                  giving rise to the cause of action; or

            (ii)  six years after the date of the transaction  that gave rise to
                  the cause of action.

The  Saskatchewan  Act also  provides a  purchaser  who has  received an amended
Canadian Private  Placement  Memorandum  delivered in accordance with subsection
80.1(3) of the  Saskatchewan  Act has a right to withdraw  from the agreement to
purchase the securities by delivering a notice to the person who or company that
is selling the securities,  indicating the purchaser's intention not to be bound
by the purchase  agreement,  provided  such notice is delivered by the purchaser
within two business days of receiving  the amended  Canadian  Private  Placement
Memorandum.

      The  foregoing  summaries  are  subject to the express  provisions  of the
Securities Act (Ontario),  Securities  Act (New  Brunswick),  the Securities Act
(Nova  Scotia)and  the  Securities  Act   (Saskatchewan)   and  the  regulations
thereunder  and  reference  is  made  thereto  for  the  complete  text  of such
provisions.

Enforcement of Legal Rights

HIT is located  outside of Canada and, as a result,  it may not be possible  for
Canadian  purchasers to effect service of process within Canada upon HIT. All or
a substantial  portion of the assets of HIT is located outside of Canada and, as
a result,  it may not be possible to satisfy a judgment against HIT in Canada or
to enforce a judgment obtained in Canadian courts against HIT outside of Canada.


                                     - 8 -


Taxation and Eligibility for Investment

Canadian purchasers of the Units should consult their own legal and tax advisers
with  respect to the tax  consequences  of an  investment  in the Units in their
particular  circumstances  and with respect to the  eligibility of the Units for
investment by the purchaser under applicable laws.

Language of Documents

You  acknowledge  that it is your express wish that all documents  evidencing or
relating  in any way to the  sale of the  Units  will be  drawn  in the  English
language  only.  Vous  reconnaissez  par les  presentes  que c'est votre volonte
expresse que tous les documents  faisant foi ou se rapportant de quelque maniere
e la vente  des  actions  decrites  aux  presentes  soient  rediges  en  anglais
seulement.