Exhibit (a)(1)
AFL-CIO HOUSING INVESTMENT TRUST
Code of Ethics for Purposes of
Section 406 of the Sarbanes-Oxley Act of 2002
Dated as of November 18, 2003
I. Covered Officers
This code of ethics (the "Code") has been adopted by the AFL-CIO HOUSING
INVESTMENT TRUST (the "Trust") to comply with Section 406 of the Sarbanes-Oxley
Act of 2002. This Code applies to the Trust's principal executive officer,
principal financial officer, and principal accounting officer or persons
performing similar functions (collectively, the "Covered Officers" and each, a
"Covered Officer"), each of whom is set forth on Exhibit A.
II. Purpose of This Code
A. This Code has been adopted for the purpose of promoting:
o honest and ethical conduct, including the ethical handling of actual
or apparent conflicts of interest between personal and professional
relationships;
o full, fair, accurate, timely, and understandable disclosure in
reports and documents that the Trust files with, or submits to, the
Securities and Exchange Commission (the "SEC"), and in other public
communications made by the Trust;
o compliance with applicable laws and governmental rules and
regulations;
o the prompt internal reporting of violations of this Code to an
appropriate person or persons identified in this Code; and
o accountability for adherence to this Code.
B. Each Covered Officer should adhere to a high standard of business ethics
and should be sensitive to situations that may give rise to actual as well
as apparent conflicts of interest.
III. Standards of Conduct Required
The material failure of a Covered Officer to adhere to any of the
standards of conduct set forth in subparts A, B and C of this Section III shall
constitute a violation of this Code.
A. Covered Officers Should Handle Ethically Actual and Apparent Conflicts of
Interest
1. Conflict of Interest Defined.
a. A "conflict of interest" occurs when a Covered Officer's private
interest interferes with the interests of, or his or her service to, the Trust.
For example, a conflict of interest would arise if a Covered Officer, or a
member of his or her family, were to receive improper personal benefits as a
result of his or her position with the Trust.
b. In addition to the foregoing, certain conflicts of interest may arise
out of the relationships between Covered Officers and the Trust which are
already subject to conflict of interest provisions in the Investment Company Act
of 1940 (including the regulations thereunder, the "Investment Company Act").
For example, Covered Officers may not
individually engage in certain transactions (such as the purchase or sale of
securities or other property) with the Trust because of their status as
"affiliated persons" of the Trust. The Trust's compliance programs and
procedures are designed to prevent, identify and correct, violations of these
provisions. This Code does not, and is not intended to, repeat or replace these
programs and procedures, and such conflicts fall outside the parameters of this
Code.
2. Examples of Prohibited Conflicts of Interest
a. Other conflicts of interest are covered by the Code, even if such
conflicts of interest are not subject to provisions in the Investment Company
Act and the Investment Advisers Act. The following list provides examples of
conflicts of interest under the Code, but Covered Officers should keep in mind
that these examples are not exhaustive. The overarching principle is that the
personal interest of a Covered Officer should not be placed improperly before
the interest of the Trust. Each Covered Officer must:
o Not use his or her personal influence or personal relationships
improperly to influence investment decisions or financial reporting
by the Trust whereby such Covered Officer would benefit personally
to the detriment of the Trust.
o Not cause the Trust to take action, or fail to take action, for the
individual personal benefit of such Covered Officer rather than the
benefit of the Trust.
o Not use material non-public knowledge of portfolio transactions or
proposed investments of the Trust made or contemplated by the Trust
to trade personally or cause others to trade personally or act in
respect of such investments in contemplation of the market effect of
such transactions or in a manner contrary to the interests of the
Trust.
b. With respect to other potential conflict of interest situations, if a
Covered Officer is in doubt as to whether such situations would constitute
Prohibited Conduct under this Code, the Covered Officer should immediately
describe the matter to the Chair of the Executive Committee of the Board of
Trustees (the "Chair") for resolution. The Chair may refer the matter to
appropriate counsel of the Trust for advice.
B. Covered Officers Should Promote Full, Fair, Accurate and Timely Disclosure
o Each Covered Officer should familiarize himself or herself with the
disclosure requirements generally applicable to the Trust.
o Each Covered Officer should not knowingly misrepresent, or cause
others to misrepresent, material facts about the Trust to the
Trust's Board of Trustees, its auditors, governmental regulators or
others, whether within or outside the Trust.
o Each Covered Officer should, to the extent appropriate within his or
her area of responsibility, consult with other officers and
employees of the Trust and, if applicable, the Trust's other service
providers, with the goal of promoting full, fair, accurate, timely,
and understandable disclosure in the reports and documents the Trust
files with, or submits to, the SEC, and in other public
communications made by the Trust.
C. Covered Officers Should Promote Compliance
o It is the responsibility of each Covered Officer to promote
compliance with the standards and restrictions imposed by applicable
laws, governmental rules, and regulations.
IV. Accountability and Administration; Violations of Code
A. Each Covered Officer must:
o Upon becoming subject to this Code, and upon being provided a copy
of this Code, affirm in writing that he or she has received, read,
and understands and will adhere to this Code.
o Annually thereafter affirm in writing that he or she has complied
with the requirements of this Code.
o Not retaliate against any other Covered Officer or any employee of
the Trust for reports of potential violations that are made in good
faith.
o Notify the Chair promptly if he or she knows of any material
violation of this Code, as defined in Section III above. Failure to
do so is itself a violation of this Code.
B. The Chair is responsible for applying this Code to specific situations in
which questions are presented under it and has the authority to interpret
this Code in any particular situation.
V. Investigation and Enforcement of Code
The Trust will follow the following procedures in investigating and enforcing
this Code:
o The Chair will take all appropriate action to investigate any
potential violations reported to him/her. The Chair is authorized to
consult, as appropriate, in-house or outside counsel to the Trust or
counsel, if any, to the independent Trustees, and all necessary
resources shall be made available to him/her for this purpose.
o If, after such investigation, the Chair concludes that no violation
has occurred, the Chair may, as appropriate, so inform the Covered
Officer or Officers concerned, and the Chair shall not be required
to take any further action.
o If, after such investigation, the Chair concludes a violation of the
Code has occurred, the Chair shall consult with senior management
(other than the Covered Officer or Officers concerned) and/or other
appropriate persons and make a recommendation as to whether any
sanction should be imposed or preventive action taken. Opportunity
shall be given to the Covered Officer or Officers concerned to
respond to the allegations prior to any conclusion that a violation
of the Code has occurred.
o The Chair shall promptly inform the entire Executive Committee of
the Board of Trustees of any violations of this Code and of the
recommendation for sanctions or preventive action.
o If the Executive Committee concurs by majority vote that a violation
has occurred, it will consider appropriate sanctions or preventive
action and, by majority vote, take such action or impose such
sanctions as it deems appropriate.
o Appropriate sanctions or preventive action may, without limitation,
include a written warning, a letter of censure, suspension,
dismissal or, in the event of criminal or other serious violations
of law, notification of the SEC or other appropriate law enforcement
authorities or the pursuit of any available legal remedies.
o The Chair will be responsible for granting waivers, as he/she deems
appropriate. Any changes to or waivers of this Code will, to the
extent required, be disclosed as provided by SEC rules.
VI. Other Policies and Procedures
This Code is the sole code of ethics adopted by the Trust for purposes of
Section 406 of the Sarbanes-Oxley Act and the rules and forms applicable to
registered investment companies thereunder. The obligations imposed by this Code
are separate from, and in addition to, the obligations imposed on such persons
as Covered Persons under the Code of Ethics adopted by the Trust pursuant to
Rule 17j-1 of the Investment Company Act of 1940, as amended. Other Trust
policies and procedures that cover activities or behavior of Covered Officers
(and/or other persons) are separate requirements applying to the Covered
Officers and others, and are not part of this Code.
Except as expressly provided herein, no failure to follow a procedure under this
Code shall be considered a violation under this Code.
VII. Amendments
Any material amendments or changes to this Code, other than amendments to
Exhibit A, must be approved or ratified by a majority vote of the Trustees who
are not interested persons of the Trust.
VIII. Confidentiality
All reports and records prepared pursuant to this Code shall be maintained by
the Chair and will be considered confidential and shall be maintained and
protected accordingly. Except as otherwise required by law or this Code, such
matters shall not be disclosed to anyone other than the appropriate members of
the Board of Trustees, legal counsel and appropriate personnel at the Trust.
IX. Internal Use/Limitations
This Code shall not in any way act as a limitation on the authority of the
Trust, its Trustees or any of its officers, to discipline or discharge any
employee of the Trust, and shall not be deemed to grant to any employee of the
Trust any contract or other employment related rights, whether substantive or
procedural. The policies and procedures described in this Code do not create any
obligations to any person or entity other than the Trust. This Code is intended
solely for the internal use by the Trust and does not constitute a promise or
contract, by or on behalf of the Trust, nor any admission as to any fact,
circumstance, or legal conclusion. The Trust and the Chair retain the sole
discretion to decide whether the Code applies to a specific situation, and how
it should be interpreted or enforced.
Exhibit A
Persons Covered by This Code of Ethics
Stephen Coyle - Chief Executive Officer
Helen Kanovsky - Chief Operating Officer
Erica Khatchadourian - Chief Financial Officer
Harpreet Peleg - Controller