(adopted 1/13/03; last amended 1/31/05)

     AMLI Residential Properties Trust requires all of its trustees, officers and employees (including the directors, officers and employees of its subsidiaries and affiliates) to observe high standards of business and personal ethics in the conduct of their duties and responsibilities. Trustees, officers and employees of the Company must practice honesty and integrity in every aspect of dealing with each other, the public, the business community, shareholders, residents, customers, vendors and government authorities.

     Company policy prohibits unlawful discrimination against employees, shareholders, trustees, directors, officers, residents, customers or vendors. All persons shall be treated with dignity and respect and they shall not be unreasonably interfered with in the conduct of their duties and responsibilities.

     No Trustee, officer or employee should be misguided by any sense of loyalty to the Company or a desire for profitability that might cause him or her to disobey any applicable law or Company policy. Violation of Company policy will constitute grounds for disciplinary action, including, when appropriate, termination of employment or affiliation.

     “Company” as used herein shall mean AMLI Residential Properties Trust, AMLI Residential Properties Limited Partnership and its service companies, that currently consist of AMLI Management Company, AMLI Residential Construction, LLC, and AMLI Institutional Advisors, Inc.

. Complying With Law

     All employees, officers and Trustees of the Company should respect and comply with all of the laws, rules and regulations of the United States and other countries, and the states, counties, cities and other jurisdictions in which the Company conducts its business and the laws, rules and regulations of all other jurisdictions that are applicable to the Company. No employee, officer or Trustee of the Company shall knowingly participate in any transaction which they have reasonable cause to believe may violate, or may aid others to violate any such law, rule or regulation.

     Such legal compliance should include, without limitation, compliance with the “insider trading” prohibitions applicable to the Company and its employees, officers and Trustees. Generally, employees, officers and Trustees who have access to or knowledge of confidential or material non-public information from or about the Company are not permitted to buy, sell or otherwise trade in the Company’s securities, whether or not they are using or relying upon that information. This restriction extends to sharing or tipping others about such information, especially because the individuals receiving such information might utilize such information to trade in the Company’s securities. In addition, the Company has implemented trading restrictions and compliance procedures to reduce the possibility, or appearance, of insider trading. Company employees, officers and Trustees are directed to the Legal Department, Treasurer or Chief Financial Officer if there are questions regarding insider trading prohibitions or questions on trading policy, pre-clearance of trades, and related policies. A copy of the insider trading compliance policy is available on AMLInet under the Legal Department tab.

     This Code of Business Conduct and Ethics does not summarize all laws, rules and regulations applicable to the Company and its employees, officers and Trustees. Please consult the Company’s Human Resources Department and the Legal Department and the various guidelines that the Company has prepared on specific laws, rules and regulations.

2. Conflicts Of Interest – Related Party Transactions

     Subject to certain limited exceptions and prior approval of the Company’s Board of Trustees, Company policy prohibits so-called related party transactions in which the interests of the Company and those of the Company’s trustees, officers and employees actually or may conflict. A “conflict of interest” exists whenever an individual’s private interests interfere or conflict in any way (or even appear to interfere or conflict) with the interests of the Company. A conflict situation can arise when an employee, officer or Trustee takes actions or has interests that may make it difficult to perform his or her Company work objectively and effectively. Conflicts of interest may also arise when an employee, officer or Trustee, or members of his or her immediate family, receives improper personal benefits as a result of his or her position in the Company, whether received from the Company or a third party. Loans to, or guarantees of obligations of, employees, officers and Trustees and their respective immediate family members may create conflicts of interest. Federal law prohibits loans to directors and executive officers.

     “Immediate family” for purposes of this policy includes the following relationship, whether established by blood, marriage, or other legal action: spouse, parent, child, sibling, in-law, aunt, uncle, niece, nephew, grandparent or grandchild. This policy also applies to romantic relationships, members of any employee’s household, and any business associate of the employee.

     It is also always a conflict of interest for a Company employee to work simultaneously for a competitor or a vendor. Employees are not allowed to work for a competitor as a consultant or as a board member. The best policy is to avoid any direct or indirect business connection with the Company’s vendors and competitors, except on the Company’s behalf.

     Direct investment in real estate or investment in a competitor public or private company by an employee, officer or Trustee is not a conflict of interest per se provided such investment does not interfere with the investor’s duty to the Company.

     Conflicts of interest are prohibited as a matter of Company policy, except under guidelines approved by the Board of Trustees or committees of the Board. Waivers of the policy may only be granted by a majority of the Trustees who do not have the conflict of interest in question. Conflicts of interest may not always be clear-cut, so if you have a question, you should consult with higher levels of management or the Company’s Human Resources Department or Legal Department. Any employee, officer or Trustee who becomes aware of a conflict or potential conflict should bring it to the attention of Leslie Sterman, Vice President of Human Resources in Chicago, or Charlotte Sparrow, Vice President and Legal Compliance in Chicago, or consult the procedures described in this Code.

     Company policy regarding related party transactions and conflicts of interest is more particularly set forth in and governed by the Company’s Related Party Transactions Procedures. In accordance with the Related Party Transaction Procedures, certain key employees are periodically required to certify to the Company that they have complied with all requirements of the Related Party Transaction Procedures. A copy of the Related Party Transaction Procedures is available at amli.com under Corporate Governance tab.

3. Corporate Opportunity

     Except as may be permitted by the Board of Trustees or committees of the Board (as approved by a majority of the Trustees who do not have the conflict of interest in question), employees, officers and Trustees are prohibited from (a) taking for themselves personally opportunities that properly belong to the Company or are discovered through the use of corporate property, information or position; (b) using corporate property, information or position for personal gain; and (c) competing with the Company, unless any Trustee who may be involved in a business opportunity that may be construed as competing with the Company gives prior written notice to the Board setting forth the nature of the transaction. Employees, officers and Trustees owe a duty to the Company to advance its legitimate interests when the opportunity to do so arises.

4. Confidentiality

     Employees, officers and Trustees of the Company must maintain the confidentiality of confidential information entrusted to them by the Company or its customers or residents, except when disclosure is authorized by the Legal Department or required by laws, regulations or legal proceedings. Whenever feasible, employees, officers and Trustees should consult the Legal Department if they believe they have a legal obligation to disclose confidential information. Confidential information includes all non-public information that might be of use to competitors of the Company, or harmful to the Company or its customers or residents if disclosed. Trading in stocks based on material non-public information, or providing material non-public information to others so that they may trade, is illegal and may result in criminal prosecution.

5. Fair Dealing and Proprietary Information

     Each employee, officer and Trustee should endeavor to deal fairly with the Company’s residents, suppliers, competitors, officers and employees. None should take unfair advantage of anyone through manipulation, concealment or abuse of privileged information, misrepresentation of material facts or any other unfair dealing practice.

     The Company seeks to outperform its competition fairly and honestly. The Company seeks competitive advantages through superior performance, never through unethical or illegal business practices. Stealing proprietary information, possessing trade secret information that was obtained without the owner’s consent, or inducing such disclosures by past or present employees of other companies is prohibited.

6. Bribery

     Company policy prohibits bribes, kickbacks and other similar payoffs and benefits paid by or to any employees, vendors or customers. Trustees, officers and employees are also prohibited from receiving, directly or indirectly, anything of a significant value (other than salary, wages or other ordinary compensation from the Company and other than such value as is received proportionately by all Company shareholders) in connection with a transaction entered into by the Company.

     Bribery of vendors or customers includes any payment for the benefit of any representative of the vendor or customer. Bribery includes:

     • Gifts in excess of One Hundred Dollars $100.00 in value;

     • Unlawful Cash payments by employees or third persons, such as vendors or
       consultants, that are reimbursed by the Company;

     • The uncompensated use of Company services, facilities or property, except
        as is authorized by the Company; and

     • Loans, loan guarantees or other extensions of credit.

7. Fraud and Similar Irregularities

     Company policy prohibits fraud and establishes procedures to be followed concerning the recognition, reporting and investigation of suspected fraud. Fraud includes, but is not limited to:

     • Dishonest or deceptive acts;

     • Embezzlement;

     • Forgery or alteration of negotiable instruments such as Company checks
        and drafts;

     • Misappropriation of Company, employee, customer, partner or vendor 

     • Intentional and unreasonable delay in remitting Company funds and

     • Conversion to personal use of cash, securities, supplies or any other
        Company asset;

     • Unauthorized handling or reporting of Company transactions; and

     • Falsification of Company records or financial statements for personal or
        other  reasons.

     Any Trustee, officer or employee who suspects that any fraudulent activity may have occurred is required to report such suspicion to Charlotte Sparrow in the Company’s Legal Department at 312-984-2644 or csparrow@amli.com.

8. Business Entertainment and Gifts

     The purpose of business entertainment and gifts in a commercial setting is to create good will and sound working relationships, not to gain unfair advantage with customers or suppliers. No gift or entertainment should be offered, given, provided or accepted by any Company employee, officer or Trustee or any family member of an employee, officer or Trustee unless it: (1) is not a cash gift, (2) is consistent with customary business practices, (3) is not excessive in value, (4) cannot be construed as a bribe or payoff and (5) does not violate any law or regulation. Each employee should discuss with his/her supervisor any material gifts or other benefits or material proposed gifts or other benefits that have been offered to an employee that might exceed the standards set forth herein.

9. Protection And Proper Use Of Company Assets

     All employees, officers and Trustees should protect the Company’s assets and ensure their efficient use. Theft, carelessness, and waste have a direct impact on the Company’s profitability. All Company assets must be only used for the legitimate business purposes of the Company.

10. Financial Reports; Accounting Controls, Procedures and Records

     Applicable laws and Company policy require the Company to keep books and records that accurately and fairly reflect its transactions and the dispositions of its assets. In addition, the Company must maintain a system of internal accounting controls that will ensure the reliability and adequacy of its books and records. All of the Company’s books, records, accounts and financial statements must be maintained in reasonable detail, must appropriately reflect the Company’s transactions and must conform both to applicable legal requirements and to the Company’s system of internal controls. Unrecorded or “off the books” funds or assets of the Company shall not be maintained. Failure to meet such requirement may constitute a violation of law.

     To satisfy these requirements the Company has adopted policies to ensure that only proper transactions are entered into by the Company, that such transactions have proper management approval, that such transactions are properly accounted for in the books and records of the Company and that the reports and financial statements of the Company fairly and accurately reflect such transactions. All individuals having any responsibility for such functions must be familiar with the Company’s policies, accounting controls, procedures and records and must comply with their requirements.

     All financial reports and records, including timesheets, expense reports, commission reports, variance reports, income statements, etc., must be accurate, timely and prepared in accordance with applicable law. Always record transactions in the proper accounting period. Creating, or attempting to create, false income or delaying or prepaying invoices to meet budget goals is a violation of this Code. Never falsify any document or distort the true nature of a transaction. All estimates and accruals must be supported by appropriate documentation and be based on good faith judgment.

     The Company’s policy is to comply with all applicable financial reporting and accounting regulations applicable to the Company. If any employee, officer or Trustee of the Company has concerns or complaints regarding questionable accounting or auditing matters of the Company, he or she is encouraged to submit those concerns or complaints (anonymously, confidentially or otherwise) to the Legal Department or directly to the Audit Committee of the Board of Trustees (which will, subject to its duties arising under applicable law, regulations and legal proceedings, treat such submissions confidentially). Such submissions may be directed to the attention of the Audit Committee, or any Trustee who is a member of the Audit Committee. See the Company’s intranet site for a listing of Board Members.

11. Record Retention

     Records should always be retained or destroyed according to the Company’s record retention policies. If an employee is aware of an imminent or ongoing subpoena, investigation, audit or examination initiated by the Company, by the Company’s auditors, by any governmental agency or by any party to any litigation, that employee should retain all documents (including computer records) in his/her custody or control relating to the matter under review. The destruction or falsification of a document in order to impede a governmental investigation, audit or examination may lead to criminal prosecution for obstruction of justice. If an employee is not sure if a document can be destroyed, or if that employee has any questions on the retention of records, please contact the Company’s Legal Department.

12. Trademark

     Each employee has an obligation to strengthen and protect the Company’s trademarks. Our logo and the name “AMLI” are examples of Company trademarks. Using Company trademarks properly and consistently, ensuring that others do not take advantage of the Company’s goodwill and brand investments and advising senior management or the Legal Department of infringements by others are responsibilities of each employee, officer and Trustee of the Company. If an employee, officer or Trustee is unsure about a proposed use of Company trademarks, he/she should contact the Legal Department.

13. Outside Directorships

     No employee or officer of the Company may serve as a director or officer (paid or otherwise) of any business, other than with AMLI or one of its subsidiaries, without the prior written approval of the President of AMLI or the Legal Department. This rule does not apply to charitable, civic, religious, public, political or social organizations or residential co-cooperative or condominium boards whose activities do not conflict with the interests of AMLI and do not impose excessive demands on an employee’s or officer’s time.

14. Public Company Reporting

     As a public company, it is of critical importance that the Company’s filings with the Securities and Exchange Commission be accurate and timely. An employee, officer or Trustee may be called upon to provide necessary information to ensure that the Company’s public reports are complete, fair and understandable. The Company expects employees, officers and Trustees to take this responsibility very seriously and to provide prompt and accurate answers to inquiries relating to the Company’s public disclosure requirements.

15. Discipline for Violation

     Failure to comply with this Code will subject an employee, no matter how senior, to discipline that may include counseling, suspension and/or termination of employment. Violation of this Code may also result in civil or criminal penalties. Disciplinary measures will depend on the circumstances of the violation and will be applied after consultation with the Human Resources Department, Legal Department and the Audit Committee, as appropriate. Consideration will be given to whether or not a violation is intentional, as well as to the level of good faith shown by an employee in reporting the violation or in cooperating with any resulting investigation or corrective action.

16. Compliance Procedures; Reporting Any Illegal or Unethical Behavior; No Retaliation

     Employees are encouraged to talk to supervisors, managers or other appropriate personnel about observed illegal or unethical behavior and, when in doubt, about the best course of action to take in a particular situation.

     Employees, officers and Trustees of the Company who are concerned that violations of this Code of Business Conduct and Ethics or that other illegal or unethical conduct by employees, officers or Trustees of the Company have occurred or may occur should contact either Charlotte Sparrow in the Legal Department of the Company or any member of the Audit Committee of the Board of Trustees of the Company, as further described below. If their concerns or complaints require confidentiality, including keeping their identity anonymous, then this confidentiality will be protected, subject to applicable law, regulation or legal proceedings. The Company will not permit retaliation of any kind by or on behalf of the Company and its employees, officers and Trustees against good faith reports or complaints of violations of this Code of Business Conduct and Ethics or other illegal or unethical conduct.

     You may report violations of this Code of Business Conduct and Ethics policy through a third-party “whistle blowing” hotline number by dialing 1-800-478-5998 and following the appropriate prompts, or through a third-party “whistle blowing” web link at http://corpgov.aptela.com/7210833/. Or you may send any concerns or complaints or notices of violations of this Code of Conduct by phone, email or by mail in a sealed envelope labeled “confidential” and addressed to the Legal Department, Attn: Charlotte Sparrow, Corporate Secretary, AMLI Residential, 125 South Wacker Drive, Suite 3100, Chicago, IL 60606. Or you may send it in a sealed envelope labeled “confidential” and addressed to: Chairman of the Audit Committee, AMLI Residential, c/o Charlotte Sparrow - Corporate Secretary, 125 South Wacker Drive, Suite 3100, Chicago, IL 60606. If you have a concern or complaint or violation of this Code of Conduct against the Legal Department, please refer such notice to Gregory T. Mutz, Chairman, AMLI Residential, 125 South Wacker Drive, Suite 3100, Chicago, IL 60606.

17. Amendment, Modification And Waiver

     This Code may be amended, modified or waived by the Board of Trustees and waivers may also be granted by the Nominating & Governance Committee, subject to the disclosure and other provisions of the Securities Exchange Act of 1934, and the rules thereunder and the applicable rules of the New York Stock Exchange.

* * * * * * *

     This Code of Business Conduct and Ethics is not an express or implied contract of employment and does not create any contractual rights of any kind between AMLI and its employees. In addition, all employees should understand that this Code does not modify their employment relationship whether at will or governed by contract or other employment agreement.

     AMLI reserves the right to modify, alter or terminate this Code at any time and for any reason.

     All employees must sign an acknowledgement form confirming that they have read the Code and understand its provisions. Failure to read the Code or to sign an acknowledgement form, however, does not relieve an employee from the responsibility to comply fully with all of the terms of this Code.