497 1 d72887_497.txt 497 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.