Audit Committee Charter

Purpose

The purpose of the Audit Committee is to assist the Board of Trustees in fulfilling its oversight responsibilities for the financial reporting process, the system of internal control, the audit process, and the Company's process for monitoring compliance with laws and regulations and the Code of Conduct.

Authority

The Audit Committee has authority to conduct or authorize investigations into any matters within its scope of responsibility. It is empowered to:

Composition

The Audit Committee shall be comprised of at least three Trustees who are independent of management and the Company. Members of the Audit Committee shall be considered independent if they have no relationship to the Company that may interfere with the exercise of their independence from management and the Company.

All Audit Committee members will be financially literate, and at least one member shall be a "financial expert," as defined by the Securities and Exchange Commission.

Meetings

The Audit Committee will meet at least four times a year with authority to convene additional meetings as circumstances require. All Audit Committee members are expected to attend each meeting, in person or via tele- or video-conference. The Audit Committee will invite members of management, auditors or others to attend meetings and provide pertinent information, as necessary. It will hold private meetings with auditors (see below) and executive sessions. Meeting agendas will be prepared and provided in advance to members, along with appropriate briefing materials. Minutes will be prepared.

Responsibilities

In carrying out its responsibilities, the Audit Committee believes its policies and procedures should remain flexible, in order to best react to changing conditions and to ensure to the Trustees and shareholders that the corporate accounting and reporting practices of the Company are in accordance with pertinent requirements.

The Audit Committee shall carry out the following specific responsibilities:

Financial Statements

Internal Control

Internal Audit

Independent Audit

Compliance

Reporting Responsibilities

Other Responsibilities