Rules and Regulations
promulgated
under the
Investment Company Act of 1940
Rule 32a-4 -- Independent Audit Committees
A registered management investment company or a registered face-amount certificate
company is exempt from the requirement of section
32(a)(2) of the Act that the selection of the company's independent public
accountant be submitted for ratification or rejection at the next succeeding annual
meeting of shareholders, if:
The company's board of directors has established
a committee, composed solely of directors who are not interested persons of
the company, that has responsibility for overseeing the fund's accounting
and auditing processes ("audit committee");
The company's board of directors has adopted a
charter for the audit committee setting forth the committee's structure, duties,
powers, and methods of operation or set forth such provisions in the fund's
charter or bylaws; and
The company maintains and preserves permanently
in an easily accessible place a copy of the audit committee's charter and
any modification to the charter.
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