[LETTERHEAD OF AFL-CIO HOUSING INVESTMENT TRUST]
February 24, 2000
Securities & Exchange Commission
450 Fifth Street, NW
Washington, DC 20549
Re: Rule 24f-2 Notice for AFL-CIO Housing Investment Trust
(Registration No. 2-78066)
Dear Sir/Madam:
This "Rule 24f-2 Notice" is filed herewith by the American Federation of
Labor and Congress of Industrial Organizations Housing Investment Trust (the
"Trust") for its fiscal year ended December 31, 1999 pursuant to the
requirements of SEC Rule 24f-2 under the Investment Company Act of 1940.
During its fiscal year ended December 31, 1999, the Trust sold
271,002.0533 Units of Beneficial Interest pursuant to Registration Statement
No. 2-78066, the facing sheet of which contains a declaration that an
indefinite number of Units of Beneficial Interest of the Trust is being
registered thereunder pursuant to Rule 24f-2. An initial $500 registration
fee was paid on June 18, 1982. The Trust's most recent Rule 24f-2 Notice was
filed on February 18, 1999 (for the fiscal year ended December 31, 1998) and
registration fees totaling $93,398.37 were paid.
All Units of Beneficial Interest sold during the Trust's fiscal year
ended December 31, 1999 were sold in reliance upon registration pursuant to
Rule 24f-2.
There were no securities registered by the Trust other than pursuant to
Rule 24f-2 that remained unsold at the beginning of the period ended December
31, 1998. There were no securities registered by the Trust during the period
ended December 31, 1999 other than pursuant to Rule 24f-2.
Transmitted concurrently with the "Rule 24f-2 Notice" is a wire transfer
in the amount of $73,212.21 in payment of the Trust's filing fee, calculated
pursuant to Section 6(b) of the Securities Act of 1933 in the manner
prescribed by Rule 24f-2(c)*.
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Securities & Exchange Commission
February 24, 2000
Page 2
Enclosed is an opinion of counsel submitted pursuant to Rule 24f-
2(b)(1)(v) indicating the securities, the registration of which this "Rule
24f-2 Notice" makes definite in number, were legally issued, fully paid and
non-assessable.
Very truly yours,
AFL-CIO Housing Investment Trust
/s/ Harry W. Thompson
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Harry W. Thompson
Controller
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*The calculation was made as follows:
Aggregate Sales Price for 271,002.0533
Units of Beneficial Interest sold
during the Trust's Fiscal Year ended
December 31, 1999: $290,305,611
Less Redemptions (11,990.0254 units): (12,986,621)
Multiply by factor 264/1 million: $277,319,990
Filing Fee: x .000264
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$ 73,212.21
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[LETTERHEAD OF SWIDLER BERLIN SHEREFF FRIEDMAN, LLP]
February 28, 2000
American Federation of Labor
and Congress of Industrial Organizations
Housing Investment Trust
1717 K Street, N.W., Suite 707
Washington, D.C. 20006
Re: Units of Beneficial Interest
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Ladies and Gentlemen:
As set forth in the Registration Statement on Form N-1A (Registration No.
2-78066) Post-Effective Amendment No. 31 under the Securities Act of 1933 and
Amendment No. 34 under the Investment Company Act of 1940, as filed with the
Securities and Exchange Commission on June 18, 1999, the American Federation
of Labor and Congress of Industrial Organizations Housing Investment Trust
(the "Trust") registered an indefinite number of Units of Beneficial Interest
("Units") pursuant to Rule 24f-2 under the Investment Company Act of 1940, as
amended. At your request, this opinion of counsel is being furnished for, and
we consent to the filing of it with, your proposed Notice pursuant to Rule
24f-2.
In rendering this opinion, we have reviewed the Declaration of Trust, as
amended through the date hereof, of the Trust and applicable judicial
decisions interpreting the laws of the District of Columbia with respect to
common law business trusts. We have also reviewed the prospectus, statement
of additional information and statement of other information included in the
Registration Statement. We assume, for purposes of this opinion, that Units
were issued in accordance with the terms of the Trust's Declaration of Trust
and at a price equal to the net asset value per Unit, as described in the
Registration Statement and as determined as of monthly valuation dates and
according to the procedures approved by the Board of Trustees pursuant to
Section 2(a)(41) under the Investment Company Act of 1940.
Based upon the foregoing and upon such other investigation as we have
deemed necessary, we are of the opinion that the Units covered by the Rule
24f-2 Notice, the registration of which the Notice makes definite in number,
were legally issued, fully paid and non-assessable, except that owners or
holders of such Units may be liable for debts and other obligations of the
Trust in those states, such as, among others, Texas and Kansas, that do not
recognize so-called "business trusts" as separate legal entities and hold
beneficiaries of such a trust personally liable for actions thereof.
Very truly yours,
/s/ Swidler Berlin Shereff Friedman, LLP
SWIDLER BERLIN SHEREFF FRIEDMAN, LLP
