DEF 14A 1 ahit-def14a_123020.htm DEFINITIVE PROXY STATEMENT

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

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AFL-CIO Housing Investment Trust

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December 14, 2020

TO PARTICIPANTS, AFL-CIO HOUSING INVESTMENT TRUST

Enclosed is the Notice of the 2020 Annual Meeting of Participants of the AFL-CIO Housing Investment Trust (the “Trust”) and a Proxy Statement describing the proposals to elect a Chairman and eight Class I Trustees to the Board of Trustees of the Trust (the “Board of Trustees”), and ratify the Board of Trustees’ selection of Ernst & Young LLP as the Trust’s independent registered public accounting firm for the fiscal year ending December 31, 2020.

Also enclosed is a proxy card for each Participant noting the exact name in which those Units were registered. A Participant that does not wish that its representative attend the meeting should vote its Units by mail, internet or telephone, as described herein, as soon as possible.

Sincerely,

/s/ Chang Suh

Chang Suh

Chief Executive Officer & Co-Chief Portfolio Manager

PLEASE VOTE PROMPTLY COMMENCING ON OR ABOUT DECEMBER 14, 2020

CS/js

opeiu #2, afl-cio

Enclosures

AFL-CIO Housing Investment Trust

NOTICE OF THE 2020 ANNUAL MEETING OF PARTICIPANTS

To Participants, AFL-CIO Housing Investment Trust:

Notice is hereby given that the 2020 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 via teleconference on December 30, 2020 at 10:00 a.m. EST for the following purposes:

To elect Christopher B. Coleman as Chairman of the Board of Trustees to serve until the 2021 Annual Meeting of Participants or until his successor is elected and qualifies;

To elect Kenneth W. Cooper, Kenneth E. Rigmaiden, Anthony Shelton and Richard L. Trumka as Class I Union Trustees and Bridget Gainer, Jack F. Quinn, Jr., Deidre L. Schmidt and William C. Thompson, Jr. as Class I Management Trustees, to hold office until the 2023 Annual Meeting of Participants, or until the respective successor of each is elected and qualifies; and,

To ratify the Board of Trustees’ selection of Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2020.

The close of business on November 30, 2020 has been fixed 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.

Please be advised that, due to the public health impact of the coronavirus (COVID-19) pandemic and to mitigate potential risks to the health and safety of our Participants and the Trust’s officers and staff, the Meeting will be held via teleconference only. You will not be able to attend the Meeting in person.

	By Order of the Board of Trustees,

	/s/ Chang Suh

	Chang Suh
	Chief Executive Officer &
	Co-Chief Portfolio Manager

Dated: December 14, 2020

AFL-CIO HOUSING INVESTMENT TRUST

PROXY STATEMENT

December 14, 2020

General Matters

This Proxy Statement and accompanying proxy card are being sent on or about December 14, 2020 in connection with the solicitation of proxies for use at the 2020 Annual Meeting of Participants (the “Meeting”) of the American Federation of Labor and Congress of Industrial Organizations Housing Investment Trust (the “Trust” or “HIT”) to be held via teleconference on December 30, 2020, beginning at 10:00 a.m. EST and at any adjournment(s) thereof.

Please be advised that, due to the public health impact of the COVID-19 pandemic and to mitigate potential risks to the health and safety of our Participants and the Trust’s officers and staff, the Meeting will be held via teleconference only. You will not be able to attend the Meeting in person. Participants are requested to submit their voting instructions over the Internet, by telephone or by completing, dating and signing the enclosed proxy card and returning it promptly (following the instructions below). If you plan to participate in the Meeting, please email meeting@aflcio-hit.com, using the subject line “Request to Attend” and providing your preferred contact information so that we may follow up with you to share instructions for teleconference dial-in. Requests to attend the Meeting must be received no later than 5:00 p.m., EST, on December 28, 2020. Instructions on how to vote at the Meeting will be provided during the teleconference.

A copy of the Trust’s Annual Report for the year ended December 31, 2019, including financial statements for the corresponding fiscal year (the “Annual Report”), was previously mailed to each Participant entitled to vote at the Meeting. The Trust will furnish, without charge, a copy of the Annual Report and the most recent Semi-Annual Report succeeding the Annual Report to any Participant that requests one. Requests for reports should be made by placing a collect call to the Trust, at (202) 331-8055, and directing the call to the Marketing and Investor Relations Department. Written requests may be directed to the Senior Investor Relations Manager, AFL-CIO Housing Investment Trust, 1227 25^th Street N.W., Suite 500, Washington, D.C. 20037. Reports may also be accessed on the Trust’s website at www.aflcio-hit.com. In addition, please email any questions regarding the proxy materials or the Meeting (including instructions on how to attend and vote at the Meeting) to meeting@aflcio-hit.com.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE MEETING TO BE HELD ON DECEMBER 30, 2020:

The Proxy Statement, Proxy Card, Notice of Annual Meeting of Participants, the related cover letter and a copy of the Trust’s two most recent Participant Reports are available at www.proxyvotenow.com/HIT.

ABOUT THE MEETING

WHAT IS THE PURPOSE OF THE MEETING?

At the Meeting, Participants will vote to (i) elect a Chairman of the Board of Trustees of the Trust (the “Board of Trustees”); (ii) elect eight Class I Trustees (four Class I Union Trustees and four Class I Management Trustees); and (iii) ratify the Board of Trustees’ selection of Ernst & Young LLP as the Trust’s independent registered public accounting firm for the fiscal year ending December 31, 2020.

WHO IS ENTITLED TO VOTE?

The close of business on November 30, 2020 is 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”). As of the Record Date,

there were 5,657,253.489 Units of Participation of the Trust outstanding. Each Unit of Participation is entitled to one vote. No shares of any other class of securities were outstanding as of the Record Date.

Only Participants of record on the Record Date, or their duly appointed proxies, will be entitled to vote at the Meeting. As of the Record Date, the Trustees and employees of the HIT did not own any Units of Participation of the Trust. As of the Record Date, no person was known by the HIT to own beneficially or of record 5% or more of Units of Participation of the HIT except as follows:

Name & Address of Beneficial Owner	Amount & Nature of Beneficial Ownership	Percent of Class
ILWU-PMA Pension Plan 1188 Franklin Street, Ste. 300, San Francisco, CA 94109	571,641.601 Units of Participation	10.10
National Electrical Benefit Fund 900 7^th Street N.W., Floor 9, Washington, D.C. 20001	413,837.693 Units of Participation	7.31
NYC Employees’ Retirement System c/o Office of the NYC Comptroller 1 Centre Street, Floor 8, New York, NY 10007	298,706.094 Units of Participation	5.28

WHO CAN ATTEND THE MEETING?

All Participants as of the close of business on 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 as of the close of business on the Record Date. For purposes of quorum, Participants will be considered to be present in-person if they attend the Meeting via teleconference. As of the Record Date, 5,657,253.489 Units of Participation of the Trust were outstanding. Proxies received but marked as abstentions will be included in the calculation of the number of Units considered to be present at the Meeting.

HOW DO I VOTE?

By Mail: If the Proxy Card that accompanies 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 given. If no direction is indicated for one or more proposals, the Proxy Card will be voted in accordance with the Trustees’ recommendations set forth thereon. Due to the COVID-19 pandemic, voting instructions by mail must be postmarked by midnight (EST), December 29, 2020.

By Automated Touchtone: If the proxy is properly voted via the telephone, the Units of Participation it represents will be voted at the Meeting in accordance with the instructions given. If no direction is indicated for one or more proposals, the Proxy Card will be voted in accordance with the Trustees’ recommendations set forth thereon. Due to the COVID-19 pandemic, voting instructions by telephone must be received by midnight (EST), December 29, 2020.

To vote proxy via Automated Touchtone:

Dial 866-252-6934 from a touchtone telephone; and,

Follow the voice prompts to enter the Control Number* that is included on the Proxy Card provided with this mailing and vote your proxies.

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 given. If no direction is indicated for one or more

proposals, the Proxy Card will be voted in accordance with the Trustees’ recommendations set forth thereon. Due to the COVID-19 pandemic, voting instructions by the Internet must be received by midnight (EST), December 29, 2020.

To vote by proxy through the Internet:

Use a web browser to go to www.proxyvotenow.com/HIT; and,

Enter the Control Number* provided on your Proxy Card.

Via Teleconference: Due to the public health impact of the COVID-19 pandemic, you will not be able to attend the Meeting in person. Participants are requested to submit their voting instructions over the Internet, by telephone or by completing, dating and signing the enclosed Proxy Card and returning it promptly. If you plan to participate in the Meeting, please email meeting@aflcio-hit.com, using the subject line “Request to Attend” and providing your preferred contact information so that we may follow up with you to share instructions for teleconference dial-in. Requests to attend the Meeting must be received no later than 5:00 p.m., EST, on December 28, 2020. Instructions on how to vote at the Meeting will be provided during the teleconference.

* Please enter the Control Number exactly as it appears on your Proxy Card.

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. Due to the COVID-19 pandemic, however, if you intend to revoke your proxy, you must submit a subsequent proxy by midnight (EST), December 29, 2020, if voting through mail, telephone, or the Internet. You may also revoke your proxy by voting at the Meeting if you are attending the Meeting via teleconference. However, in order to do so, you must request to attend the meeting by 5:00 p.m., EST, on December 28, 2020. Instructions to attend the Meeting via teleconference are included above.

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 recommendation of the Board of Trustees of the Trust (the “Board of Trustees”). The Board of Trustees’ recommendations are set forth together with the description of each item in this Proxy Statement. In summary, the Board of Trustees recommends a vote:

●

FOR election of a Chairman of the Board of Trustees (see page 5);

●

FOR election of four Class I Union Trustees and four Class I Management Trustees (see page 5); and

●

FOR ratification of the selection of Ernst & Young LLP as the Trust’s independent registered public accounting firm for the fiscal year ending December 31, 2020 (see page 20).

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 Trustees or, if no recommendation is given, in their own discretion.

WHAT VOTE IS REQUIRED TO APPROVE EACH PROPOSAL?

The vote required for approval of each proposal will be an affirmative vote of a majority of the Units represented in person or by proxy at the Meeting, so long as a quorum is present. Each Unit is entitled to one vote. Although abstentions will be used to calculate whether a quorum is present, they will not be used to calculate the number of Units that voted affirmatively for the proposal.

WHO IS MAKING THE SOLICITATION ON BEHALF OF THE TRUST?

This proxy is being solicited through the mail by the Board of Trustees. The cost of solicitation will be paid by the Trust. Further solicitation of proxies may be made by email, telephone or oral communication 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 on or about December 14, 2020.

ELECTION OF THE CHAIRMAN OF THE BOARD OF TRUSTEES AND CLASS I TRUSTEES

PROPOSAL I: TO ELECT THE CHAIRMAN (Discussed under Proposal II)

PROPOSAL II: TO ELECT FOUR (4) CLASS I UNION TRUSTEES AND FOUR (4) CLASS I MANAGEMENT TRUSTEES

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 additional Trustee is to be the Chair. The Board of Trustees currently consists of 18 Trustees, nine (9) of whom are Union Trustees (Alvarez, Cooper, Driscoll, McGarvey, O’Sullivan, Rigmaiden, Shelton, Shuler and Trumka), eight (8) of whom are Management Trustees (Filter, Gainer, Quinn, Rubin, Schmidt, Stanley, H. Thompson and W. Thompson), and one (1) of whom is the Chair (Kanovsky).

The Declaration of Trust divides the Union and Management Trustees into three equal 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 and no Class is permitted to have more than eight (8) 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 Chair 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 for Trustees Cooper, Gainer, Quinn, Rigmaiden, Schmidt, Shelton, W. Thompson and Trumka will expire on the day of the Meeting. Trustees Cooper, Rigmaiden, Shelton and Trumka are standing for re-election as Class I Union Trustees while Trustees Gainer, Quinn, Schmidt and W. Thompson are standing for re-election as Class I Management Trustees. The term of Chair Kanovsky will expire on the day of the Meeting and she is not standing for re-election. The Board of Trustees has nominated Christopher B. Coleman for election as Chairman. The Board of Trustees has determined that it is advisable to maintain the balance of its composition, so that it remains nine Union Trustees and eight Management Trustees and one Chair if each of the nominated Trustees is elected.

The principal occupations and business experience for at least the past five years for Mr. Coleman and each of the Class I Trustee nominees is described below under “Nominees for Election.”

If a proxy 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). Each Class I Trustee nominee will serve a three-year term ending in 2023, or until the successor of each is elected and qualifies. If elected, Mr. Coleman will serve as Chairman of the Board of Trustees for a one-year term ending in 2021, or until his successor is elected and qualifies.

Although the Trust does not contemplate that any of the nominees would be unavailable for election, if a vacancy should be occasioned by death or other unexpected occurrence, it is currently intended that the proxies will be voted for such other person, if any, as the Nominating Committee may recommend. Proxies will not be voted for a greater number of persons than the number of nominees named.

Nominees for Election

The following information was furnished to the Trust by each Class I Trustee nominee and sets forth the name, age, principal occupation or employment, and the period during which he has served as a Trustee of the Trust, if any. Each nominee has consented to be named in this Proxy Statement and to serve on the Board of Trustees if elected. The current Trustees of the HIT, their principal occupations and qualifications for Board service, and other information are also listed below. Correspondence intended for a Class I Trustee nominee or any Trustee may be sent c/o AFL-CIO Housing Investment Trust, 1227 25^th Street, N.W., Suite 500, Washington, D.C. 20037.

For the first time, Mr. Coleman and Mr. Shelton are standing for election by Participants. All other candidates have been previously elected by Participants.

Christopher B. Coleman is currently President and Chief Executive Officer of Twin Cities Habitat for Humanity in St. Paul, Minnesota. He joined Twin Cities Habitat after serving as Mayor of St. Paul, Minnesota from

2006 to 2018. As Mayor, Mr. Coleman was an advocate for economic development, education, and racial equity. During his three terms as Mayor, the St. Paul native oversaw numerous economic development projects. He improved the city of St. Paul’s hiring and procurement practices to create a workforce that mirrored its diversity, and simultaneously pushed for a city requirement that 20 percent of new housing units constructed using public resources be affordable to low-income residents.

From 2013 to 2014, Mr. Coleman was the President of the National League of Cities, a bi-partisan coalition of leaders from across the country. During that time, the group advanced efforts around education, environmental sustainability, and public infrastructure. Prior to his 2006 election as Mayor, Mr. Coleman served for six years on the St. Paul City Council. He was also an investment advisor for RBC Dain Rauscher, specializing in non-profit organizations and endowments. Previously, Mr. Coleman served as a public defender and prosecutor for Hennepin County, Minnesota. Mr. Coleman was born and raised in St. Paul and earned his bachelor’s and law degrees from the University of Minnesota.

Anthony Shelton is the International President of the Bakery, Confectionery, Tobacco Workers and Grain Millers (BCTGM) International Union. He was elected International President on April 16, 2020 by the BCTGM International General Executive Board. President Shelton previously served as the Union’s International Secretary-Treasurer. President Shelton has been a member of the Union since 1973, when he joined Local 25 in Chattanooga, Tennessee as a receiving clerk at the Holsum Bakery. From 1986 to 1992, he served as a Local 25 Trustee and member of the Local 25 Executive Board. In 1992, President Shelton was appointed as a Southern Region International Representative, a position he held for 23 years. In 2015, he was elected by the BCTGM General Executive Board to serve as International Vice President of the Southern Region. He was reelected to the position by delegates to the 2018 BCTGM Constitutional Convention. President Shelton was appointed to the HIT Board by the Trustees in June 2020 to continue the term of former BCTGM President and HIT Trustee David Durkee upon his passing.

Biographies for the candidates and current Trustees are included below.

Name and
Age*

Position
Held with
the HIT

Term of
Office and
Length of
Time
Served

Principal Occupation &
Business Experience
During At Least Past
5 Years / Qualification for
Board Service *

Number of
Series in
Trust to be
Overseen by
Nominee

Other
Directorships
Held by
Trustee **

Christopher B. Coleman

Age 59

None

N/A

President and CEO, Twin Cites Habitat for Humanity; Formerly, Mayor, City of Saint Paul, MN; President, National League of Cities; Member, St. Paul City Council; Investment Advisor, RBC Cain Rauscher. Mr. Coleman has particular knowledge and experience regarding real estate finance and construction, economic and community development and public policy.

None

* No nominee is an “interested person” as defined in the Investment Company Act of 1940, as amended (the “1940 Act”).

** Disclosure is related to the past 5-year period and 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 1940 Act.

Name and Age*	Position Held with the HIT	Term of Office and Length of Time Served	Principal Occupation & Business Experience During At Least Past 5 Years / Qualification for Board Service *	Number of Series in Trust to be Overseen by Nominee	Other Directorships Held by Trustee **
Kenneth W. Cooper Age 59	Union Trustee	Service Commenced January 2018, Term Expires 2020	International Secretary-Treasurer, International Brotherhood of Electrical Workers (“IBEW”); formerly International Vice President, Fourth District, IBEW. Mr. Cooper has particular knowledge and experience regarding the construction industry, pension funds and the labor movement.	2	None
Kenneth E. Rigmaiden Age 67	Union Trustee	Service Commenced December 2011, Term Expires 2020	General President, International Union of Painters and Allied Trades of the United States & Canada (“IUPAT”); Director, Coalition of Black Trade Unionists and Board for Partnership for Working Families; formerly Assistant to the General President, IUPAT; National Project Coordinator, IUPAT Job Corps Program; Director, United Way. Mr. Rigmaiden has particular knowledge and experience regarding the construction industry, pension funds and the labor movement.	2	None
Anthony Shelton Age 65	Union Trustee	Service Commenced June 2020, Term Expires 2020	International President, Bakery, Confectionery, Tobacco Workers & Grain Millers Union (“BCTGM”); formerly International Secretary-Treasurer, BCTGM. Mr. Shelton has particular knowledge and experience regarding pension funds and the labor movement.	2	None
Richard L. Trumka Age 71	Union Trustee	Service Commenced December 1995, Term Expires 2020	President, AFL-CIO; Chairman, AFL-CIO Staff Retirement Plan; formerly Secretary-Treasurer, AFL-CIO. Mr. Trumka has	2	None

Name and

Age*

Position

Held with

the HIT

Term of

Office and

Length of

Time

Served

Principal Occupation &

Business Experience

During At Least Past 5

Years / Qualification for

Board Service *

Number of

Series in

Trust to be

Overseen by

Nominee

Other

Directorships

Held by

Trustee **

			particular knowledge and experience regarding the significant facets of the operations of the HIT, the financial industry, pension plans and the labor movement.
Bridget Gainer Age 52	Management Trustee	Service Commenced January 2018, Term Expires 2020	Commissioner, Cook County Board; Vice President Global Affairs, Head of Public Affairs & Business Development & Strategy, Aon; formerly Director, Chicago Parks District. Ms. Gainer has particular knowledge and experience regarding labor relations, pension plans and public policy.	2	None
Jack Quinn, Jr. Age 69	Management Trustee	Service Commenced June 2005, Term Expires 2020	Senior Advisor for Public & Community Relations, Barclay Damon, formerly President, Erie Community College; formerly President, Cassidy & Associates; Member of Congress, 27th District, New York. Mr. Quinn has particular knowledge and experience regarding significant facets of the operations of the HIT and public policy.	2	Kaiser Aluminum Corporation
Deidre L. Schmidt Age 50	Management Trustee	Service Commenced January 2018, Term Expires 2020	President & CEO, CommonBond Communities; formerly Principal, One Roof Global Consulting; Lecturer, Harvard Graduate School of Design; Executive Director, Affordable Housing Institute. Ms. Schmidt has particular knowledge and expertise regarding significant facets of real estate finance, community development and public policy.	2	None

Name and

Age*

Position

Held with

the HIT

Term of

Office and

Length of

Time

Served

Principal Occupation &

Business Experience

During At Least Past 5

Years / Qualification for

Board Service *

Number of

Series in

Trust to be

Overseen by

Nominee

Other

Directorships

Held by

Trustee **

William C. Thompson, Jr.

Age 67

Management Trustee

Service Commenced January 2018, Term Expires 2020

Senior Managing Director, Chief Administrative Officer, Siebert Cisneros Shank & Co., LLC; formerly Comptroller, City of New York. Mr. Thompson has particular knowledge and experience regarding significant facets of community development, finance, pension plans and public policy.

None

THE BOARD OF TRUSTEES RECOMMENDS THAT PARTICIPANTS VOTE “FOR” THE ELECTION OF THE NOMINEES AS CHAIRMAN AND AS CLASS I UNION AND MANAGEMENT TRUSTEES, AS APPLICABLE.

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 re-election at subsequent Annual Meetings of Participants.

Name and

Age

Position

Held with

the HIT

Term of

Office and

Length of

Time Served

Principal Occupation &

Business Experience During

at Least Past 5 Years/

Qualification for Board

Service*

Number of

Series in

Trust

Overseen

by Trustee

Other

Directorships

Held by

Trustee**

Timothy J. Driscoll

Age 57

Union Trustee

Service Commenced March 2020, Term Expires 2022

President, International Union of Bricklayers and Allied Craftworkers (“BAC”); Member, BAC Executive Board; Co-Chair of both Bricklayers and Trowel Trades International Pension Fund and International Health Fund; Member, Governing Board of Presidents, NABTU; formerly, Secretary-Treasurer and Executive Vice President, International Union BAC. Mr. Driscoll has particular knowledge and experience

None

* None of the Trustees of the HIT are “interested persons” as defined in the 1940 Act.

Name and

Age

Position

Held with

the HIT

Term of

Office and

Length of

Time Served

Principal Occupation &

Business Experience During

at Least Past 5 Years/

Qualification for Board

Service*

Number of

Series in

Trust

Overseen

by Trustee

Other

Directorships

Held by

Trustee**

			regarding pension plans, the construction industry and the labor movement.
Sean McGarvey Age 58	Union Trustee	Service Commenced December 2012, Term Expires 2021	President, North America’s Building Trades Unions; formerly Secretary-Treasurer, Building and Construction Trades Department, AFL-CIO. Mr. McGarvey has particular knowledge and experience regarding the construction industry, pension plans and the labor movement.	2	None
Terence O’Sullivan Age 65	Union Trustee	Service Commenced December 2019, Term Expires 2022	General President, LIUNA; Labor Co-Chairman of the Laborers’ Training and Education Fund; Board Chairman of the LIUNA Charitable Foundation; Member, Governing Board of Presidents of North America’s Building Trades Unions, AFL-CIO; Member of the Executive Council and Executive Committee of the AFL-CIO; Trustee, ULLICO. Mr. O’Sullivan has particular knowledge and experience regarding pension plans, the construction industry and the labor movement.	2	None
Elizabeth Shuler Age 50	Union Trustee	Service Commenced October 2009, Term Expires 2021	Secretary-Treasurer, AFL-CIO; Trustee, AFL-CIO Staff Retirement Plan; formerly Executive Assistant to the President, IBEW. Ms. Shuler has particular knowledge and experience regarding the construction industry, pension plans and the labor movement.	2	None
Kevin Filter Age 67	Management Trustee	Service Commenced December 2019, Term Expires 2022	Managing Principal, GFW Equities, Mud Duck Capital & Los Cielos; formerly International Director, JLL; Co-Founder, Principal and President, Oak Grove Capital;	2	None

Name and

Age

Position

Held with

the HIT

Term of

Office and

Length of

Time Served

Principal Occupation &

Business Experience During

at Least Past 5 Years/

Qualification for Board

Service*

Number of

Series in

Trust

Overseen

by Trustee

Other

Directorships

Held by

Trustee**

			Co-Founder, Principal and President, Glaser Financial Group. Mr. Filter has particular knowledge regarding finance and investments, public policy, real estate and the construction industry.
Jamie S. Rubin Age 53	Management Trustee	Service Commenced April 2018, Term Expires 2022	CEO, Meridiam Infrastructure North America Corp.; formerly Director of State Operations, State of New York; Commissioner, New York State Homes & Community Renewal; founding Executive Director, Governor’s Office of Storm Recovery. Mr. Rubin has particular knowledge about government, economic development and public policy.	2	None
Tony Stanley Age 87	Management Trustee	Service Commenced December 1983, Term Expires 2022	Director, TransCon Builders, Inc.; formerly Executive Vice President, TransCon Builders, Inc. Mr. Stanley has particular knowledge and experience regarding significant facets of the operations of the HIT, finance, long-term health care and the construction industry.	2	None
Harry Thompson Age 61	Management Trustee	Service Commenced April 2019, Term Expires 2021	Consultant, Harry Thompson Associates; formerly, Chief Financial Officer, Community Preservation & Development Corporation; Chief Financial Officer, Realty Investment Company, Inc. Mr. Thompson has particular knowledge about registered investment companies, accounting and financial reporting.	2	None

Union Trustees Cooper, Rigmaiden, Shelton and Trumka and Management Trustees Gainer, Quinn, Schmidt and W. Thompson are “Class I” Trustees, whose terms expire at the 2020 Annual Meeting of Participants. Union Trustees McGarvey and Shuler and Management Trustee H. Thompson are “Class II” Trustees whose terms expire at the 2021 Annual Meeting of Participants. Union Trustees Alvarez and Driscoll and Management Trustees Rubin and Stanley are “Class III” Trustees whose terms expire at the 2022 Annual Meeting of Participants. Chair Kanovsky is the Chairman (a non-classified Trustee) with a one-year term that expires at the 2020 Annual Meeting of Participants.

Executive Officers

The executive officers of the HIT are all located at 1227 25^th Street N.W., Suite 500, Washington, D.C. 20037, with the exception of Theodore S. Chandler who is located at 155 North Lake Avenue, Suite 800, Pasadena, CA 91101. The executive officers of the HIT are elected annually by the Board of Trustees to terms of approximately 12 months generally running concurrently with the fiscal year or until their respective successors are appointed and qualify. As of December 14, 2020, the executive officers of the HIT are as follows:

Name and Age	Current Position with the Trust	Length of Time Served with the Trust	Previous Principal Occupations During At Least the Past 5 Years*	Other Directorships Held by Officer **
Chang Suh Age 49	Chief Executive Officer & Co-Chief Portfolio Manager since 2018	Service Commenced April 1998	Formerly Senior Executive Vice President and Chief Portfolio Manager, AFL-CIO Housing Investment Trust.	None
Lesyllee White Age 58	Chief Marketing Officer since 2019	Service Commenced November 1999	Formerly Executive Vice President and Managing Director of Defined Benefit Marketing, AFL-CIO Housing Investment Trust.	None
Erica Khatchadourian Age 53	Chief Financial Officer since 2001	Service Commenced April 1993	Formerly Controller, Chief of Staff and Director of Operations, AFL-CIO Housing Investment Trust.	None
Michael Cook Age 40	Co-Chief Portfolio Manager since 2018	Service Commenced February 2003	Formerly Senior Portfolio Manager, Assistant Portfolio Manager, AFL-CIO Housing Investment Trust.	None
Nicholas C. Milano Age 53	General Counsel since 2013	Service Commenced August 2013, Previous Service 2003-2007	Formerly Of Counsel, Perkins Coie LLP; Deputy General Counsel and Chief Compliance Officer, Legg Mason Capital Management; Deputy General Counsel and Chief Compliance Officer, AFL-CIO Housing Investment Trust; Senior Counsel, Division of Investment Management, Securities and Exchange Commission.	None
Harpreet Peleg Age 46	Controller since 2005	Service Commenced March 2005	Chief Executive Officer, Building America CDE, Inc.; formerly Chief Financial Officer, AFL-CIO Investment Trust Corporation.	None

* Includes information from period greater than 5 years where deemed significant.

Name and Age	Current Position with the Trust	Length of Time Served with the Trust	Previous Principal Occupations During At Least the Past 5 Years*	Other Directorships Held by Officer **
John Hanley Age 54	Senior Managing Director since 2019	Service Commenced July 2019, Previous Service 1992-2006	Formerly Director-Investments, National Real Estate Advisors; Executive Vice President- Investments and Portfolio Management, AFL-CIO Housing Investment Trust.	None
Theodore S. Chandler Age 61	Managing Director / Regional Operations since 2018	Service Commenced June 2009	Formerly Chief Operating Officer, AFL-CIO Housing Investment Trust; Vice President, Fannie Mae; Deputy Executive Director, Massachusetts Industrial Finance Agency.	None

Organization of Board of Trustees

Under the terms of the Declaration of Trust, the Board of Trustees has overall responsibility for the management and policies of the Trust. The HIT believes the board leadership structure described in this document is appropriate for the HIT given its size, purpose, holdings and risk profile in order to provide the necessary oversight and risk mitigation in a flexible and efficient manner.

The Board of Trustees maintains four committees: the Executive Committee, the Nominating Committee, the Audit Committee and the Committee of the Whole.

Executive Committee

The current members of the Executive Committee are Chair Kanovsky and Trustees Quinn, Rigmaiden, Shuler, Stanley and Trumka. None of these persons is an interested person, as defined by Section 2(a)(19) of the 1940 Act. The Committee chooses one of its members to serve as Chair of the Committee. The Executive Committee has all the authority of the Board of Trustees when the Board is not in session. This Committee met once in 2019 and has met once in 2020, year-to-date.

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

Individuals are not eligible to invest in the HIT and none of the Trustees, including the nominees for Trustee, or officers owns any Units of the HIT.

Nominating Committee

The Nominating Committee is a separately chartered committee which was formally constituted by the Board of Trustees on April 7, 2004. The current members of the Nominating Committee are Trustees Shuler (Chair), McGarvey and Gainer. None of these persons is an interested person, as defined by Section 2(a)(19) of the 1940 Act. The Nominating Committee is responsible for the nomination of persons to serve as members of the Board of Trustees. The Nominating Committee met three times in 2019 and has met four times in 2020, year-to-date.

The Nominating Committee has a charter, a copy of which was filed as an appendix to the Proxy Statement for the 2019 Annual Meeting. Pursuant to Section (4) of its charter, the Nominating Committee will consider Trustee candidates recommended by Participants. The Nominating Committee has not adopted formal procedures to be followed by Participants in submitting such recommendations. However, it is the practice of the Board of Trustees, the members of which are disinterested, to set a record date by which Participants in the Trust may submit matters for consideration by the Participants at the Annual Meeting, including recommendations for Trustee candidates. Once received, the Nominating Committee reviews the eligibility of each candidate in accordance with the criteria set forth in the charter.

All candidates are evaluated in the same manner, regardless of the process by which they were recommended. Pursuant to the Nominating Committee charter, candidates are evaluated by the Committee in terms of relevant experience that would enable the candidate to serve effectively as a Trustee, as well as compatibility with respect to the Trust’s mission. In addition, candidates are evaluated based on their eligibility to serve under the Trust’s Declaration of Trust. When a viable candidate has been identified, the members of the Committee may conduct in-person interviews of such candidate. When all of the candidates recommended to the Committee have been evaluated and, if applicable, interviewed, the Committee will determine which of the viable candidates should be presented to the Board of Trustees of the Trust for nomination to Participants to become a member of the Board of Trustees of the Trust. The Trustees’ policy is to nominate Trustees in a manner that seeks to produce the best candidates with a diversity of qualities, experience, backgrounds and complementary skills.

Audit Committee

The Audit Committee is a separately constituted committee within the meaning of Section 3(a)(58)(A) of the Securities Exchange Act of 1934. It monitors the accounting practices and performance of Trust management and the Trust’s independent registered public accounting firm. The Board of Trustees selected Harry Thompson to serve as Chair of the Audit Committee and designated him as an Audit Committee Financial Expert, along with Trustees, Quinn, Shuler and Stanley to serve as the other members of the Audit Committee. None of these persons would be interested persons, as defined by Section 2(a)(19) of the 1940 Act. The Audit Committee operates under a written charter adopted by the Board of Trustees. Pursuant to its charter, the Audit Committee must meet annually with the independent registered public accounting firm to review the audit outside the presence of Trust management, as necessary. The Audit Committee met twice in 2019 and has met three times in 2020, year-to-date.

Committee of the Whole

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, which is currently composed of all Trustees, did not meet in 2019 and has not met in 2020, year-to-date.

Board of Trustees

The Board of Trustees met four times during the Trust’s fiscal year ended December 31, 2019 and has met five times in 2020, year-to-date. Trustees Cooper, Durkee, Rigmaiden, Schmidt and Trumka each attended fewer than 75% of the aggregate of (1) the total number of meetings of the Board of Trustees (held during the period for which they were Trustees) and (2) the total number of meetings held by all committees of the Board of Trustees on which they served (during the periods that they served) during the 2019 fiscal year. Board members who have been unable to attend meetings due to scheduling conflicts receive all materials and are regularly briefed on matters before the Board of Trustees.

Because the Trust’s Participants are primarily eligible pension plans, Participants have ready access to the Board of Trustees, both collectively and individually. This may be accomplished by contacting, in the first instance, the Trust’s Chief of Staff. Participants may also contact Trustees directly (several of whom sit on the boards of Participants). In addition, because historically the Trust’s Board of Trustees has been comprised solely of independent trustees and an independent Chair, the Trust has no policy with respect to Trustee attendance at the Annual Meeting. No Trustees or Participants attended the 2019 Annual Meeting.

Consistent with its overall responsibility for the management and policies of the HIT, the Board of Trustees oversees risk management of the HIT directly and, indirectly, through its committee structure and delegations to HIT management. The Board of Trustees has adopted and periodically reviews and approves policies and procedures which are designed to address areas of potential concern, such as valuation, liquidity, internal controls, and portfolio management and which regulate the daily business conduct of the HIT. The Board of Trustees requires regular reports from Trust management on matters related to risk both at its regular meetings and periodically throughout the year. The Chief Financial Officer reports regularly to the Board of Trustees and the Audit Committee on matters related to internal controls, audits and accounting. The Chief Compliance Officer reports to the Board of Trustees in person and in writing regarding the effectiveness of the HIT’s compliance program and other compliance related matters at least annually. In addition, the Board of Trustees and the Audit Committee require regular reports from independent valuation validation consultants and the HIT’s independent auditor and periodic reports from outside counsel and fund compliance service providers to assist its risk management efforts.

Compensation of Trustees and Executive Officers

During the fiscal year ended December 31, 2019, Chair Kanovsky received $10,000 in compensation. The Trust paid each Management Trustee who did not waive such fee $500 per day for participation at Board of Trustees and committee meetings. The Trust did not pay any fees to the Union Trustees during the fiscal year ended December 31, 2019. The aggregate compensation paid to Trustees in the year ended December 31, 2019 was $21,000. The Trust reimbursed all Trustees for out-of-pocket expenses incurred in attending Board of Trustees and committee meetings.

2019 Compensation Table

The following table sets forth the aggregate compensation paid by the HIT to each of the three highest paid officers of the HIT and to all Trustees of the HIT for the 2019 fiscal year. The HIT is a single, self-managed fund, and its staff as of December 31, 2019 included 35 employees. In addition to those individuals identified in the table below, the HIT had 31 other employees who earned aggregate compensation exceeding $60,000 during the 2019 fiscal year.

Name of Person, Position

Aggregate
Compensation
From HIT

Pension or
Retirement Benefits
Accrued in HIT
Expenses

Estimated
Annual Benefits
Upon
Retirement¹

Total
Compensation
Paid to
Trustees

Chang Suh²
Chief Executive Officer and Co-Chief Portfolio Manager

$635,694

$73,400

$162,842

Not applicable

Theodore S. Chandler³

Managing Director/ Regional Marketing

450,007

71,916

79,130

Not applicable

¹ The estimated annual benefits payable upon retirement at normal retirement age to the executive officers of the HIT are determined primarily by a formula based on final average salary and years of service and assume that the officers retire at ages that are consistent with IRS requirements. Mr. Milano also participates in a Supplemental Executive Retirement Plan to compensate him for the potential gap in the amount of his pension benefit due to income limitations set by the Plan based on his prior employment at the HIT which is not included in this column. The estimated benefit payable to Mr. Milano cannot be determined. See “RETIREMENT PLANS” below.

² Aggregate HIT compensation includes $19,000 of deferred compensation in 2019 under the 401 (k) Plan, and excludes amounts contributed to the Retirement Plan on Mr. Suh’s behalf. Pension or Retirement Benefits as Part of HIT Expenses includes $6,200 of matching funds paid by the HIT into the 401(k) Plan and $67,200 contributed to the Retirement Plan in 2019 on Mr. Suh’s behalf. The total amount deferred by Mr. Suh as of December 31, 2019 under the 401(k) Plan, including interest and HIT matching, is $1,286,580. No amounts were paid or distributed from the 401(k) Plan for Mr. Suh in 2019.

³ Aggregate HIT Compensation includes $24,500 of deferred compensation in 2019 under the 401(k) Plan, and excludes amounts contributed to the Retirement Plan on Mr. Chandler’s behalf. Pension or Retirement Benefits as Part of HIT Expenses includes $6,100 of matching funds paid by the HIT into the 401(k) Plan and $65,846

Name of Person, Position	Aggregate Compensation From HIT	Pension or Retirement Benefits Accrued in HIT Expenses	Estimated Annual Benefits Upon Retirement¹	Total Compensation Paid to Trustees

Nicholas C Milano⁴ General Counsel	398,916	105,748	47,258	Not applicable

Helen Kanovsky Chair	10,000	—	—⁵	10,000

Vincent Alvarez Union Trustee	—	—	—	—

James Boland⁶ Union Trustee	—	—	—	—

Kenneth W. Cooper Union Trustee	—	—	—	—

Timothy J. Driscoll⁷ Union Trustee	—	—	—	—

David B. Durkee⁸ Union Trustee	—	—	—	—

Kevin Filter⁹ Management Trustee	—	—	—	—

Sean McGarvey Union Trustee	—	—	—	—

contributed to the Retirement Plan in 2019 on Mr. Chandler’s behalf. The total amount deferred by Mr. Chandler as of December 31, 2019 under the 401(k) Plan, including interest and HIT matching, is $373,082. No amounts were paid or distributed from the 401(k) Plan for Mr. Chandler in 2019.

⁴ As noted in Footnote 1, in addition to the staff retirement plan as discussed in the RETIREMENT PLANS section below, Mr. Milano also participates in a Supplemental Executive Retirement Plan in addition to HIT’s qualified retirement plans to compensate him for the potential gap in the amount of his pension due to income limitations set by the Plan based on his prior employment at the HIT. Aggregate HIT Compensation includes $25,000 of deferred compensation in 2019 under the 401(k) Plan, and excludes amounts contributed to the Retirement Plan on Mr. Milano’s behalf. Pension or Retirement Benefits as Part of HIT Expenses includes $6,200 of matching funds paid by the HIT into the 401(k) Plan and $67,200 contributed to the Retirement Plan and $32,308 to the Supplemental Executive Retirement Plan in 2019 on Mr. Milano’s behalf. The total amount deferred by Mr. Milano as of December 31, 2019 under the 401(k) Plan, including interest and HIT matching, is $680,288. No amounts were paid or distributed from the 401(k) Plan for Mr. Milano in 2019. As of December 31, 2019, the estimated amount due in lump sum under the non-qualified Plan is $132,874.

⁵ Ms. Kanovsky previously served as the Chief Operating Officer and General Counsel of the HIT and currently receives benefits of an unknown amount as a retiree under the Retirement Plan based on HIT contributions from those previous years of service but not from 2019.

⁶ Mr. Boland served as a Trustee in 2019 but retired from the Board in December 2019.

⁷ Mr. Driscoll was appointed to the Board of Trustees in March 2020.

⁸ Mr. Durkee passed away in March 2020.

⁹ Mr. Filter and Mr. O’Sullivan were elected to the Board of Trustees in December 2019.

Name of Person, Position	Aggregate Compensation From HIT	Pension or Retirement Benefits Accrued in HIT Expenses	Estimated Annual Benefits Upon Retirement¹	Total Compensation Paid to Trustees

Kenneth Rigmaiden Union Trustee	—	—	—	—
Anthony Shelton¹⁰ Union Trustee	—	—	—	—
Elizabeth Shuler Union Trustee	—	—	—	—
Richard Trumka Union Trustee	—	—	—	—
Bridget Gainer Management Trustee	—	—	—	—
Jack F. Quinn, Jr. Management Trustee	1,000	—	—	1,000
James S. Rubin Management Trustee	—	—	—	—
Deidre L. Schmidt Management Trustee	2,000	—	—	2,000
Terry O’Sullivan⁹ Union Trustee	—	—	—	—
Tony Stanley Management Trustee	4,500	—	—	4,500
Harry W. Thompson Management Trustee	2,500	—	—	2,500
William C. Thompson, Jr Management Trustee	1,000	—	—	1,000

The HIT participates in the AFL-CIO Staff Retirement Plan (the “Staff Retirement Plan”) with regard to all of its employees. The HIT sponsors the AFL-CIO Housing Investment Trust 401(k) Plan (the “401(k) Plan”) described below for all of its employees.

RETIREMENT PLANS

Under the Staff Retirement Plan, contributions are based on an eligible employee’s base salary. The Internal Revenue Service imposes an annual maximum on the amount that can be included in determining base salary during 2019, for employee contributions, which amount was $280,000. In general, employer contribution rates are determined actuarially every year. The Staff Retirement Plan was funded by employer contributions at rates of

¹⁰Mr. Shelton was appointed to the Board of Trustees in June 2020.

approximately 24.00% of eligible employees’ base salaries during the twelve months ended December 31, 2019. During 2019, the annual base salary for estimated annual pension payments upon retirement from the Staff Retirement Plan for Mr. Suh and Mr. Chandler was $250,000 and for Mr. Milano was $151,200, each consistent with the terms of the current salary freeze in Final Average Salary explained below.

The Staff Retirement Plan is open to employees of the AFL-CIO and other participating employers that are approved by the Staff Retirement Plan’s board of trustees and that make contributions to the Staff Retirement Plan on their behalf. Such employees become members of the Staff 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 Staff Retirement Plan provides a 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 average base salary and years of credited service at retirement. Eligible employees will receive 3.00% of an average of their highest three years’ base earnings (“Final Average Salary”) for each year of credited service up to 25 years, and 0.5% of their Final Average Salary of each year of credited service over 25 years. This calculated amount is subject to (1) Internal Revenue Service limits, (2) the Staff Retirement Plan modification noted below and (3) certain elections related to survivor benefits made by the employee at the time of retirement. The Staff Retirement Plan modified the calculation of the Final Average Salary effective June 30, 2014 such that, the Final Average Salary would be frozen for vested employees and would be capped as the average of the first three years of service for unvested employees.

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. Chandler and Mr. Milano each has approximately 10, and Mr. Suh has approximately 21 credited years of service under the Staff Retirement Plan.

		Years of Service
Final Average Salary¹		15²		20²		25²		30³		35³
$	150,000	$	67,500	$	90,000	$	112,500	$	116,250	$	120,000
	200,000		90,000		120,000		150,000		155,000		160,000
	250,000		112,500		150,000		187,500		193,750		200,000
	280,000		126,000		168,000		210,000		217,000		224,000

THE 401(K) PLAN

Under the HIT’s 401(k) Plan, an eligible employee may designate to set aside up to 100% of his or her total compensation, up to the IRS maximum. The HIT is matching dollar-for-dollar the first $6,200 contributed in 2020. The amount deferred by an eligible employee and the amount of the HIT’s matching contribution, if any, will be deposited in a trust account in the employee’s name and vests immediately. Every employee of the HIT 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 at any time during the 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 HIT 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).

¹The IRC limits the permissible benefit payments that may be paid under the Retirement Plan. Consequently, the amounts of retirement benefits that may be paid to individual employees may be significantly lower than shown, depending on several factors, including but not limited to the employee’s years of service, level of compensation, and actual year of retirement.

²3.00% per year up to 25 years.

³0.5% per year over 25 years.

Except as noted below, an actively working employee under age 59½ 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 of an immediate family member, 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 which represents the amount necessary to meet the financial hardship need, up to the Employee’s entire 401(k) account value, plus the vested value of Employer Matching contributions.

The amount in an employee’s account must be distributed to the employee in one lump sum or in periodic installments beginning no later than April 1^st of the year following the year in which the employee retires after reaching age 70½. Additionally, these amounts must be distributed within a reasonable time following the termination of the 401(k) Plan or, when requested, the termination of the employee’s employment. An actively working 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.

DESIGNATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

PROPOSAL III: TO RATIFY THE SELECTION OF ERNST & YOUNG LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Participants are requested to ratify the Board of Trustees’ selection of Ernst & Young LLP as the independent registered public accounting firm for the Trust for the fiscal year ending December 31, 2020. Representatives of Ernst & Young LLP are not expected to be present at the Meeting and thus will not have an opportunity to make a statement or be available to respond to questions.

Independent registered public accounting firm

(1) Audit fees.

The aggregate fees billed for professional services provided to the Trust by its independent auditor for the audit of the Trust’s annual financial statements and for services normally provided by the independent auditors in connection with statutory and regulatory filings or engagements were $454,000 and $435,800 for the fiscal years ended December 31, 2018 and December 31, 2019, respectively.

(2) Audit-related fees.

The aggregate fees billed by the Trust’s independent auditors for assurance and related services relating to the performance of the audit of the Trust’s financial statements and not reported under the heading “Audit Fees”, above, were $0 for each of the fiscal years ended December 31, 2018 and December 31, 2019. The percentage of these fees relating to services approved by the Trust’s Audit Committee pursuant to the de minimis exception from the pre-approval requirement in Rule 2-01(c)(7)(i)(C) of Regulation S-X was 0% for the 2018 and 2019 fiscal years.

The aggregate fees billed by the Trust’s independent auditors for services relating to the performance of the audit of the financial statements of the Trust’s investment adviser(s) and other service providers under common control with the adviser(s) and that relate directly to the operations or financial reporting of the Trust were $0 for each of the Trust’s fiscal years ended December 31, 2018 and December 31, 2019. The percentage of these fees relating to services approved by the Trust’s Audit Committee pursuant to the de minimis exception from the pre-approval requirement in Rule 2-01(c)(7)(i)(C) of Regulation S-X was 0% for the 2018 and 2019 fiscal years.

(3) Tax fees.

The aggregate fees billed by the Trust’s independent auditors for professional services provided to the Trust for tax compliance, including preparation of tax returns and distribution assistance, were $35,500 and $36,500 for the fiscal years ended December 31, 2018 and December 31, 2019, respectively. The percentage of these fees relating to services approved by the Trust’s Audit Committee pursuant to the de minimis exception from the pre-approval requirement in Rule 2-01(c)(7)(i)(C) of Regulation S-X was 0% for the 2018 and 2019 fiscal years.

The aggregate fees billed by the Trust’s independent auditors for tax-related services provided to the Trust’s adviser(s) and other service providers under common control with the adviser(s) and that relate directly to the operations or financial reporting of the Trust were $0 for each of the Trust’s fiscal years ended December 31, 2018 and December 31, 2019. The percentage of these fees relating to services approved by the Trust’s Audit Committee pursuant to the de minimis exception from the pre-approval requirement in Rule 2-01(c)(7)(i)(C) of Regulation S-X was 0% for the 2018 and 2019 fiscal years.

(4) All other fees.

The aggregate fees billed for all services provided by the independent auditors to the Trust other than those previously stated, which consisted of the preparation of a report on the Schedule of Rates of Return including an opinion on the Global Investment Performance Standards, were $16,000 for each of the fiscal years ended December 31, 2018 and December 31, 2019. The percentage of these fees relating to services approved by the Trust’s Audit

Committee pursuant to the de minimis exception from the pre-approval requirement in Rule 2-01(c)(7)(i)(C) of Regulation S-X was 0% for the 2018 and 2019 fiscal years.

The aggregate fees billed for all services other than those set forth in paragraphs (1), (2) and (3) of this Item provided by the Trust’s independent auditors to the Trust’s adviser(s) and other service providers under common control with the adviser(s) and that relate directly to the operations or financial reporting of the Trust were $0 for each of the fiscal years ended December 31, 2018 and December 31, 2019. The percentage of these fees relating to services approved by the Trust’s Audit Committee pursuant to the de minimis exception from the pre-approval requirement in Rule 2-01(c)(7)(i)(C) of Regulation S-X was 0% for the 2018 and 2019 fiscal years.

The Trust’s Audit Committee has not established pre-approval policies and procedures as permitted by Rule 2-01(c)(7)(i)(B) of Regulation S-X.

In connection with its selection of the independent registered public accounting firm, the Trust’s Audit Committee considered the independent registered public accounting firm’s provision of non-audit services to the Trust that were not required to be pre-approved pursuant to Rule 2-01(c)(7)(ii) of Regulation S-X. During the last two fiscal years, the Trust’s independent registered public accounting firm has not performed any non-audit related services to such entities.

Pre-Approval Policies and Procedures

The Audit Committee pre-approves the engagement of the Trust’s independent registered public accounting firm and pre-approves each audit and non-audit related service. The engagement of Ernst & Young LLP was pre-approved by the Audit Committee for the fiscal years 2020 and 2019. In addition, the Audit Committee pre-approved the provision of all non-audit related services by Ernst & Young LLP for the fiscal years 2020 and 2019 and determined that such services and related fees were not incompatible with maintaining the independence of Ernst & Young LLP.

THE BOARD OF TRUSTEES RECOMMENDS THAT PARTICIPANTS VOTE “FOR” THE RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP AS THE TRUST’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2020.

PROPOSALS FOR 2021 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 Annual Meeting of Participants (expected to be held in December 2021 at the offices of the Trust, 1227 25^th Street, N.W., Suite 500, Washington, D.C. 20037) must cause such proposal to be received by the Trust at its principal office not later than June 30, 2021.

OTHER MATTERS

The Trust currently has no independent investment adviser.

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 via teleconference are urged to forward their proxies commencing on or about December 14, 2020. A prompt response will be appreciated.

	By Order of the Board of Trustees,

	/s/ Chang Suh

	Chang Suh Chief Executive Officer & Co-Chief Portfolio Manager

Vote by Telephone

Vote Online

Vote by Mail

1. Read the proxy statement and have the proxy card at hand.

2. Call toll-free 1-866-252-6934

3. Follow the simple instructions.

1. Read the proxy statement and have the proxy card at hand.

2. Go to www.proxyvotenow.com/HIT

3. Follow the simple instructions.

1. Read the proxy statement.

2. Check the appropriate box(es) on the reverse side of the proxy card.

3. Sign, date and return the proxy card in the envelope provided.

Please detach at perforation before mailing.

AFL-CIO HOUSING INVESTMENT TRUST

ANNUAL MEETING OF PARTICIPANTS TO BE HELD ON DECEMBER 30, 2020

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE AFL-CIO HOUSING INVESTMENT TRUST (THE "TRUST" OR THE "HIT"). The Units of Participation represented hereby will be voted in accordance with instructions contained in this proxy, if properly executed.

The signer hereby appoints Erica Khatchadourian and Corinne Smith, 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 of the Trust to be held December 30, 2020, 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 upon the matters of the Annual Meeting.

The signer of this Proxy hereby ratifies and confirms that said proxies or their substitutes or any of them may lawfully do so by virtue hereof. The signer hereby acknowledges receipt of the Notice of the 2020 Annual Meeting of Participants to be held December 30, 2020 and of the Proxy Statement dated December 14, 2020.

YOUR VOTE IS IMPORTANT NO MATTER HOW MANY UNITS YOU OWN. PLEASE CAST YOUR PROXY VOTE TODAY!

		CONTROL NUMBER

	AUTHORIZED SIGNATURE(S)
	This section must be completed for your vote to be counted.

	Please complete, sign and return this card as soon as possible. Date ________

	Signature(s) and Title(s), if applicable (Sign in the box)
	Note: Please sign exactly as your name(s) appear(s) on this proxy card, and date it. If shares are held jointly, one or more owners should sign personally. When signing as attorney, executor, administrator, trustee, officer of corporation or other entity or in another representative capacity, please give the full title under the signature.

HIT-100058-12302020

IMPORTANT NOTICE REGARDING AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF PARTICIPANTS TO BE HELD DECEMBER 30, 2020: The proxy statement is available online at:

https://www.proxyvotenow.com/HIT

PLEASE NOTE THAT ALL VOTES MUST BE TIME-STAMPED OR POSTMARKED

BY 11:59 P.M. ON DECEMBER 29, 2020.

Please detach at perforation before mailing.

The Board of Trustees recommend a vote FOR the below items. ANY PROXY RECEIVED AND NOT MARKED OTHERWISE WILL BE TREATED AS A VOTE FOR THE ITEMS.

TO VOTE – MARK ONE CIRCLE IN BLUE OR BLACK INK. EXAMPLE: ●

PROPOSALS			FOR	AGAINST	ABSTAIN
1.	To elect Christopher B. Coleman as Chairman of the Board of Trustees to serve until the 2021 Annual Meeting of Participants or until his successor is elected and qualifies:		O	O	O


2.	To elect four Class I Union Trustees and four Class I Management Trustees to hold office until the 2023 Annual Meeting or until the respective successor of each is elected and qualifies:

	(01)	Kenneth W. Cooper, Union Trustee	O	O	O

	(02)	Kenneth E. Rigmaiden, Union Trustee	O	O	O

	(03)	Anthony Shelton, Union Trustee	O	O	O

	(04)	Richard L. Trumka, Union Trustee	O	O	O

	(05)	Bridget Gainer, Management Trustee	O	O	O

	(06)	Jack F. Quinn, Jr., Management Trustee	O	O	O

	(07)	Deirdre L. Schmidt, Management Trustee	O	O	O

	(08)	William C. Thompson, Jr., Management Trustee	O	O	O


3.	To ratify the Board of Trustees' selection of Ernst & Young, LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2020:		O	O	O

PLEASE SIGN AND DATE ON THE REVERSE SIDE AND RETURN THIS PROXY CARD USING THE ENCLOSED ENVELOPE.

THANK YOU FOR VOTING

HIT-100058-12302020