[17213]
March 15, 2004
TO: ACCOUNTING/TREASURERS MEMBERS No. 14-04
CLOSED-END INVESTMENT COMPANY MEMBERS No. 16-04
DIRECTORS’ COMMITTEE No. 7-04
PRIMARY CONTACTS - MEMBER COMPLEX No. 25-04
SEC RULES MEMBERS No. 40-04
RE: SUPPLEMENT TO ICI SAMPLE AUDIT COMMITTEE CHARTER
In September of 2003 the Institute released a sample audit committee charter and
drafting guide intended to assist member firms in developing audit committee charters for their
fund boards.1 That sample audit committee charter covered both exchange-listed funds and
non-listed funds, and reflected Sarbanes-Oxley requirements. Subsequently, the New York
Stock Exchange and the American Stock Exchange adopted new corporate governance rules,
which impose certain additional responsibilities on audit committees.2
The Institute, with the assistance of outside counsel, has prepared the attached
supplement to the sample audit committee charter. The supplement is intended to assist
exchange-listed funds comply with the Exchanges’ recently adopted new rules. The
supplement includes a revised audit committee charter marked to show changes from the
September 2003 version and a discussion of those changes.
The sample audit committee charter, supplement, 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
Attachment (in .pdf format)
Note: Not all recipients receive the attachment. To obtain a copy of the attachment, please visit our members website
(http://members.ici.org) and search for memo 17213, or call the ICI Library at (202) 326-8304 and request the
attachment for memo 17213.
1 See ICI Memo No. 16495 (September 4, 2003).
2 See ICI Memo Nos. 16784 (November, 19, 2003) and 16887 (December 16, 2003).