Exhibit 99.(B)
ATTACHMENT B
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
c. 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;
d. 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;
e. 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;
f. 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;
g. 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;
h. 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;
i. 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
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management, including private meetings, to discuss such information
or such other matters as the members of the Audit Committee deem
necessary and appropriate;
j. To consider the effect upon the Trust of any changes in accounting
principles or practices proposed by Trust management or the
auditors;
k. To review the fees charged by the auditors for audit and non-audit
services;
l. To investigate improprieties or suspected improprieties in Trust
operations;
m. 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.
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