(a)
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The Trust has adopted a Code of Ethics to comply with Section 406 of the Sarbanes-Oxley Act of 2002, as of December 31, 2015. This Code of Ethics applies to the Trust's principal executive officer, principal financial officer, and principal accounting officer or controller or persons performing similar functions.
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(b)
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For purposes of this Item, the term "Code of Ethics" means written standards that are reasonably designed to deter wrongdoing and to promote:
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(1) | Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; |
(2) | Full, fair, accurate, timely, and understandable disclosure in reports and documents that a registrant files with, or submits to, the Commission and in other public communications made by the registrant; |
(3) | Compliance with applicable governmental laws, rules, and regulations; |
(4) | The prompt internal reporting of violations of the code to an appropriate person or persons identified in the code; and |
(5) | Accountability for adherence to the code. |
(c)
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The Trust's Code of Ethics was not amended during the period covered by the Report.
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(d)
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There have been no waivers granted from any provision of the Trust's Code of Ethics during the period covered by the Report.
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(e)
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Not applicable.
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(f)
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(1) A copy of the Trust's Code of Ethics is filed herewith as an Exhibit pursuant to Item 12(a)(1).
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(a)
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(1) The Trust's Board of Trustees has determined that Marlyn Spear possesses the attributes to qualify as an Audit Committee financial expert and has designated Ms. Spear the Audit Committee's financial expert.
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(2) | Ms. Spear is independent for purposes of this Item 3. |
(d) | All other fees. |
(e) | (1) | The Charter of the Trust's Audit Committee provides that the Audit Committee shall review and, if appropriate, approve in advance all audit and non-audit services (as such term may be from time to time defined in the Securities Exchange Act of 1934, as amended) to be provided to the Trust by the Trust's independent auditor. In making a determination, the Audit Committee considers whether the services are consistent with maintaining the principal accountant's independence. If such a service is required between regularly scheduled audit committee meetings, pre-approval may be authorized by a majority of the audit committee members at a special meeting called for such purposes or by unanimous written consent. The Audit Committee's Charter does not permit waiver of pre-approval for audit or non-audit services requiring fees of a de minimis amount. |
(2) | No percentage of the services included in (b)-(d) above were approved by the audit committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X. |
(f) | For the most recent fiscal year, less than 50% of the hours expended by the Trust's principal accountant were performed by persons other than the accountant's full-time permanent employees. |
(g) | The aggregate non-audit fees billed by the Trust's accountant for services rendered to the Registrant for fiscal years ending December 31, 2015 and December 31, 2014 were $47,000 and $46,000, respectively. The Trust has no investment adviser. |
(h) | Not applicable. The Trust's accountant performed no non-audit services for the Trust's investment adviser during each of the last two fiscal years. |
(a)
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Included herein under Item 1.
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(b)
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Not applicable.
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(a)
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The Trust's Chief Executive Officer (the principal executive officer) and Chief Financial Officer (the principal financial officer) have concluded that the Trust's disclosure controls and procedures (as defined in Rule 30a-3(c) under the Act (17 CFR 270.30a-3(c))) are effective to ensure that material information relating to the Trust is made known to them by appropriate persons, based on their evaluation of such controls and procedures as of December 31, 2015.
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(b)
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There was no change in the Trust's internal control over financial reporting (as defined in Rule 30a-3(d) under the Act (17 CFR 270.30a-3(d)) that occurred during the Trust's last fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Trust's internal control over financial reporting.
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(a) | (1) | The Trust's Code of Ethics applicable to its principal executive officer, principal financial officer, and principal accounting officer or persons performing similar functions is attached hereto. |
(2) | A separate certification for each principal executive officer and principal financial officer of the registrant as required by Rule 30a-2(a) under the Act (17 CFR 270.30a-2(a)). |
(3) | Not Applicable. |
(b) | A separate certification for each principal executive officer and principal financial officer of the registrant as required by Rule 30a-2(b) under the Act. |
·
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honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;
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·
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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;
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·
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compliance with applicable laws and governmental rules and regulations;
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·
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the prompt internal reporting of violations of this Code to an appropriate person or persons identified in this Code; and
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·
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accountability for adherence to this Code.
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A. | Covered Officers Should Handle Ethically Actual and Apparent Conflicts of Interest |
·
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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.
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·
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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.
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·
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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.
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·
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Each Covered Officer should familiarize himself or herself with the disclosure requirements generally applicable to the Trust.
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·
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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.
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·
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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.
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·
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It is the responsibility of each Covered Officer to promote compliance with the standards and restrictions imposed by applicable laws, governmental rules, and regulations.
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·
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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.
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·
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Annually thereafter affirm in writing that he or she has complied with the requirements of this Code.
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·
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Not retaliate against any other Covered Officer or any employee of the Trust for reports of potential violations that are made in good faith.
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·
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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.
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·
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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.
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·
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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.
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·
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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
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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.
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·
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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.
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·
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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.
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·
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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.
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·
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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.
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1.
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I have reviewed this report on Form N-CSR of the AFL-CIO Housing Investment Trust;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:
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a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b.
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c.
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Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and
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d.
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Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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5. | The registrant's other certifying officer and I have disclosed to the registrant's auditors and the audit committee of the registrant's board of trustees (or persons performing the equivalent functions): |
a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
1.
|
I have reviewed this report on Form N-CSR of the AFL-CIO Housing Investment Trust;
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2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;
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4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b.
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c.
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Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and
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d.
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Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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5.
|
The registrant's other certifying officer and I have disclosed to the registrant's auditors and the audit committee of the registrant's board of trustees (or persons performing the equivalent functions):
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a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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