AFL-CIO HOUSING INVESTMENT TRUST
AUDIT COMMITTEE CHARTER
Adopted April 23, 2003
1. The Audit Committee shall be composed entirely of
independent trustees. To the extent required by law, at least
one member of the Audit Committee shall have been determined by
the full Board of Trustees of the Trust to be an "audit committee
financial expert" as defined by the rules promulgated by the U.S.
Securities and Exchange Commission ("SEC") under the Sarbanes-
Oxley Act of 2002.
2. The Board of Trustees may, in its discretion, appoint the
members of the Committee, set the number of Committee members and
add or remove one or more members. The independent members of
the Board of Trustees shall, in their discretion, establish the
appropriate compensation for serving on the Committee, if any.
3. The purposes of the Audit Committee are:
a. To oversee the Trust's accounting and financial reporting
policies and practices, its accounting and financial internal
controls and, as appropriate, the accounting and financial
internal controls of certain service providers;
b. To oversee the quality and objectivity of the Trust's
financial statements and the independent audit thereof; and
c. To act as a liaison between the Trust's independent auditors
and the full Board of Trustees.
The function of the Audit Committee is oversight; it is
management's responsibility to maintain appropriate
systems for accounting and internal control, and the
auditor's responsibility to plan and carry out a proper
audit.
4. To carry out its purposes, the Audit Committee shall have
the following duties and powers:
a. To review and recommend the selection of the firm to serve
as the Trust's independent auditor for approval by the full Board
of Trustees and ratification by the Participants;
b. To review and approve in advance all audit and non-audit
services (as such term may be from time to time defined in the
Securities and Exchange Act of 1934, as amended) to be provided
to the Trust by the Trust's independent auditor; provided,
however, that the Audit Committee shall approve only the
following non-audit services: tax preparation and the Association
for Investment Management Research (AIMR) Level 2 Compliance
Review;
c. To review the performance of the Trust's independent auditor
and to recommend to the full Board of Trustees the discharge or
replacement of the independent auditor, if warranted;
d. At least annually, to evaluate the independence of the
auditors, including whether the auditors provide any consulting
services to the Trust, to require the auditors' to furnish a
formal written statement containing specific representations as
to their independence, consistent with Independence Standards
Board ("ISB") Standard No. 1 or any successor provision, and to
review such and take appropriate action to satisfy itself of the
independence of the independent auditors;
e. To review and evaluate the lead partner of the independent
auditor team and oversee the rotation of the audit engagement
team partners as required by law and the applicable rules and
regulations of the SEC;
f. To meet with Trust management and the Trust's independent
auditors, including private meetings, as necessary (i) to review
the arrangements for and scope of the annual audit and any
special audits; (ii) to discuss any matters of concern relating
to the Trust's financial statements, including any adjustments to
such statements recommended by the auditors, or other results of
said audit(s); (iii) to consider the auditors' comments with
respect to the Trust's financial policies, procedures and
internal accounting controls and management's responses thereto;
and (iv) to review the form of opinion the auditors propose to
render to the full Board of Trustees and Participants;
g. To receive, review and discuss reports from the independent
auditors on (i) all critical accounting policies and practices to
be used; (ii) all alternative accounting treatments of financial
information within generally accepted accounting principles that
have been discussed with management, including the ramifications
of the use of such alternative treatments and disclosures and the
treatment preferred by the independent auditors; and (iii) other
material written communications between the independent auditors
and Trust management;
h. To request from Trust management such information as the
members of the Audit Committee deem necessary and appropriate for
the fulfillment of their duties and powers under this Charter and
to meet with Trust
management, including private meetings, to discuss such
information or such other matters as the members of the
Audit Committee deem necessary and appropriate;
i. To consider the effect upon the Trust of any changes in
accounting principles or practices proposed by Trust management
or the auditors;
j. To review the fees charged by the auditors for audit and non-
audit services;
k. To investigate improprieties or suspected improprieties in
Trust operations;
l. To report its activities to the full Board of Trustees on a
regular basis and to make such recommendations with respect to
the above and other matters as the Committee may deem necessary
or appropriate.
5. The Committee shall meet on a regular basis and is empowered
to hold special meetings as circumstances require.
6. A majority of the members of the Committee shall constitute
a quorum. The Committee may take action by unanimous written
consent.
7. The Committee shall regularly meet with the chief accounting
officer and with the internal auditors, if any, of the Trust.
8. The Committee shall have the resources and authority
appropriate to discharge its responsibilities, including the
authority to retain special counsel and other experts or
consultants at the expense of the Trust. The Committee shall
propose a budget for such expenses to the Executive Committee
prior to incurring such expenses.
9. The Committee shall review this Charter at least annually
and recommend any changes to the full Board of Trustees.
10. The Committee shall maintain minutes of each of its
meetings.
11. The Trust shall maintain and preserve permanently in an
easily accessible place a copy of this Charter and any
modifications to this Charter.