[16495]
September 4, 2003
TO: ACCOUNTING/TREASURERS MEMBERS No. 38-03
CLOSED-END INVESTMENT COMPANY MEMBERS No. 71-03
DIRECTOR SERVICES COMMITTEE No. 18-03
PRIMARY CONTACTS - MEMBER COMPLEX No. 71-03
SEC RULES MEMBERS No. 116-03
SMALL FUNDS MEMBERS No. 46-03
RE: SAMPLE AUDIT COMMITTEE CHARTER AND DRAFTING GUIDE
Attached to this memorandum is a sample audit committee charter that has been
prepared to assist Investment Company Institute member firms in developing audit committee
charters for their fund boards. The Institute first developed a sample audit committee charter in
1999 as part of the Report of the Advisory Group on Best Practices for Fund Directors. The attached
sample audit committee charter reflects Sarbanes-Oxley requirements and other developments
that have taken place since that time.
The scope of the sample charter covers exchange-listed funds and non-listed funds.
Included with the sample is a drafting guide, which explains the regulatory bases for many of
the sample charter’s provisions as they apply to different types of investment companies. The
sample charter and drafting guide were developed by a working group of member firms with
the assistance of outside counsel.
The sample audit committee charter and drafting guide are not intended to serve as
legal advice, but rather as a guide to funds as they design their own charters. Each fund board
should tailor the charter to fit its own particular circumstances.
Gregory M. Smith
Director - Operations/Compliance & Fund
Accounting
Attachments (in .pdf format)