SEC Division of Investment Management staff letter: AFL-CIO Housing Investment Trust

700 13thStreet. NW 0 "1.202.654.6200 PeRKINSCOle Suite 600 G +1.202.654.6211 Washington, D.C. 20005-3960 PerkinsCoie.com August 4, 20 16 By Email Delivery Douglas J. Scheidt, Esq. Associate Director and Chief Counsel Division of Investment Management U.S. Securities and Exchange Commission 100 F Street, N .E. Washington, D.C. 20549 Re: AFL-CIO Housing Investment Trust Dear Mr. Scheidt:
We are writing on behalf of the AFL-CIO Housing Investment Trust ("HIT"), an internally-managed, open-end management investment company, registered under the Investment Company Act of 1940, as amended (the "Act"), to request assurance that the staff ofthe Division ofInvestment Management will not recommend enforcement action to the Securities and Exchange Commission ("SEC" or "Commission") against HIT under Section 12(d)(3) ofthe Act ifit organizes, and wholly owns and controls a subsidiary that will operate as an investment adviser ("Adviser Sub"), providing advisory services to a wide array of clients including U.S. and non-U.S. registered and unregistered investment companies, institutional investors, separate accounts and private clients (together, "Clients"), and to be registered under the Investment Advisers Act of 1940, as amended ("Advisers Act"). 1 BACKGROUND One ofthe earliest socially responsible investment funds, the HIT is a common law trust created under the laws ofthe District of Columbia, registered with the SEC as an open-end investment company under the Act.2 The HIT is an internally-managed fixed income fund. The HIT operates under and will continue to comply with the terms and conditions of certain regulatory relief. 3 The HIT's investment objective is 1 Initially, it is expected that Adviser Sub will provide investment advice to a private fund, excluded from registration under applicable sections of the Act, that invests in and provides financing for real estate pre-development activities. It is intended that Adviser Sub will provide investment advice to additional clients over time and will register under the Advisers Act under the terms ofthe Act and the rules thereunder. 2 See SEC File No. 811-03493. 3 The HIT operates under regulatory relief pursuant to which it is permitted to (i) value its assets and compute its net asset value on a monthly rather than daily basis and (ii) utilize the services of HIT employees for the distribution of its units of participation to certain enumerated institutional investors without registration as a broker-dealer under the Securities Exchange Act of 1934, as amended. In re AFL-CIO Housing Investment Trust, 1986 SEC No-Act. LEXIS 31 26 (Mar. 31 , 1986); In re AFL-CIO Housing Investment Trust, 1990 SEC No-Act. LEXIS 1222 (Aug. 27, 1990); In the Matter ofthe American 127935830.6 Perkins Coie LLP