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I. Purpose

     The Audit Committee (the "Committee") is a committee of the Board of Trustees (the "Board").  The primary function of the Committee is to represent and assist the Board with the oversight of: (i) the quality and integrity of the Trust's financial statements and internal controls, (ii) the Trust's compliance with legal and regulatory requirements, (iii) the independent auditor's qualifications and independence, and (iv) the performance of the Trust's internal audit function and independent auditors.  In addition, the Committee will prepare the audit committee report required by the Securities and Exchange Commission for inclusion in the Trust’s annual proxy statement.  The Committee will fulfill its responsibilities by carrying out its activities and duties consistent with this Charter.  The Committee shall be given full and direct access to the Trust's management, Trust's employees, independent auditors and the firm and/or person(s) performing the internal audit function, as necessary to carry out these responsibilities.

II. Composition

     The Committee shall be comprised of three or more Trustees.  The members of the Committee shall be nominated by the Nominating and Corporate Governance Committee of the Board and elected by the Board at the annual organizational meeting to one-year terms or until their successors are elected and qualified. Each member of the Committee shall satisfy the independence requirements of the New York Stock Exchange, the Sarbanes-Oxley Act of 2002 and applicable rules and regulations of the Securities and Exchange Commission, and be financially literate, as determined by the Board in its business judgment.
     At least one member of the Committee shall be a “financial expert,” as determined by the Board in compliance with the Sarbanes-Oxley Act of 2002, the New York Stock Exchange listing standards and the rules and regulations of the Securities and Exchange Commission.  In addition, at least one member of the Committee shall be determined by the Board, in its business judgment, as having accounting or related financial management expertise.  If the Board determines that a Committee member is a “financial expert,” it may presume that such member has accounting or related financial management expertise.  The designation of one or more members as a “financial expert” shall not impose any duties, obligations or liabilities on such member greater than the regular duties, obligations, and liabilities of a member of the Committee or the Board.
No trustee serving on the Committee shall simultaneously serve on the audit committee of more than two other public companies, unless the Board has determined that such simultaneous service will not impair the ability of such trustee to effectively serve on the Trust's Committee and discloses such determination in the Trust’s annual proxy statement or the Trust’s website.
     Unless a Chair of the Committee is elected by the full Board, the members of the Committee may designate a Chair by majority vote of the full Committee membership.
     No consulting, advisory or compensatory fees shall be paid by or for the Trust to any member of the Committee or to any entity with which he or she is affiliated, other than Trustee and committee fees payable by the Trust in the ordinary course.  Board and committee fees may be payable in cash, shares of capital stock, options and/or in kind.  Committee members may receive additional compensation from the Trust for their service on the Committee and serving as Chairperson of the Committee.

III. Meetings

     The Committee shall meet once every quarter, or more frequently if circumstances require, to discuss with management the annual or quarterly financial statements, as applicable.  The timing of the meetings shall be determined by the Committee.  The Committee will meet at any mutually convenient time that management, the independent auditors or the firm and/or person(s) performing the internal audit function (the “Internal Auditor”) believe communication to the Committee is required.  To foster open communication, the Committee shall meet periodically with management, the independent auditors and the Internal Auditor in separate executive sessions to discuss any matter which the Committee or each of these groups believe appropriate.  Except for executive sessions of the Committee, minutes shall be kept of each meeting of the Committee.

IV. Committee Responsibilities and Duties

     The Committee shall have the following duties and responsibilities:
•    To report Committee activities to the Board on a regular basis and make appropriate recommendations. 

•    To inquire as to the independence of the independent auditors.  As part of this responsibility, the Committee will ensure that the independent auditors submit on a periodic basis to the Committee a formal written statement delineating all relationships between such auditors and the Trust.  The Committee will discuss with the independent auditors any disclosed relationships or services that may impact the objectivity and independence of the independent auditors and recommend that the Board take appropriate action in response to the independent auditors' report of any such relationship or services to satisfy itself of the independent auditors' independence.

•    To conduct or authorize investigations into matters within the Committee's scope of responsibility.  The Committee is authorized to the extent it deems necessary or appropriate, at the Trust's expense and without Board approval, to retain independent counsel, accountants or other advisors to assist the Committee in fulfilling its duties.  The Committee may request any officer, trustee or employee of the Trust or the Trust's outside counsel, independent auditors or the Internal Auditor or to attend any meeting of the Committee or to meet with any members of, or consultants to, the Committee.

•    To establish procedures for the receipt, retention and treatment of complaints received by the Trust regarding accounting, internal accounting controls, or auditing matters, and the confidential, anonymous submission by employees of concerns regarding accounting, auditing or internal control issues.

•    To meet separately and periodically, with management, the independent auditors and the Internal Auditor.

•    To establish and review hiring policies regulating the hiring by the Trust of employees or former employees of the Trust's independent auditors.

•    To review and approve all related party transactions involving the Trust and any affiliated company, executive officer, or family member of any of the foregoing.
•    To be directly and solely responsible for the appointment, retention and evaluation of the independent auditors and to be solely responsible for the approval of any replacement of the independent auditors.  The Committee will review and approve fees paid to the independent auditors, including audit and non-audit fees, generally before such services are provided.

•    To review the objectivity of the Internal Auditor and the independence of independent auditors, including a review of all services provided by the independent auditors.

•    To obtain from the independent auditors on a timely basis a report relating to the Trust’s annual audited financial statements describing all critical accounting policies and practices used, all alternative treatments within generally accepted accounting principles for policies and practices related to material items that have been discussed with management, ramifications of the use of such alternative disclosures and treatments, and the treatment preferred by the independent auditors, and any material communications between the independent auditors and management.

•    To inquire of, and review with senior management, the independent auditors and the Internal Auditor, as to the existence of any significant deficiencies or material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Trust’s ability to record, process, summarize and report financial information, and as to the existence of any fraud, whether or not material, that involves management or other employees who have a significant role in the Trust’s internal control over financial reporting.

•    At least annually, the Committee will obtain and review a report by the independent auditors describing:  the firm's internal quality-control procedures; any material issues raised by the most recent internal quality-control review, or peer review, of the firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years, respecting one or more independent audits carried out by the firm, and any steps taken to deal with any such issues; and (to assess the auditor's independence) all relationships between the independent auditors and the Trust.

•    To review with the independent auditor any audit problems or difficulties and management's response.

•    The Committee will discuss with management, the independent auditors and the Internal Auditor, such group’s obligation to provide the Committee with a timely notification and analysis of significant financial reporting issues.

•    The Committee will review and discuss with management, the independent auditor and the Internal Auditor, each periodic report (including the Trust’s disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations therein) to be filed with the Securities and Exchange Commission. Such periodic report (i.e., Form 10-K and Form 10-Q) must be approved by the Committee prior to filing, either at a meeting, or by a telephone conference call in which management and the independent auditors participate.
•    The planned arrangements and written scope of the annual audit.

•    The adequacy of the Trust's internal controls, including computerized information systems controls and security.

•    Any significant findings and recommendations made by the independent auditors together with management's response.

•    The need for the independent auditors to assess their responsibility for detecting accounting and financial reporting errors, fraud, and defalcations, illegal acts and noncompliance with the Trust's Code of Business Conduct and Ethics and regulating requirements.

•    The need for changes or improvements, including improvements in efficiency, in financial or accounting practices or controls.

•    The independent auditor's audit of and report on the financial statements.
•    The independent auditor's qualitative judgment about the quality, not just the acceptability, of the accounting principles and financial disclosures.

•    The matters required to be discussed pursuant to the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), including PCAOB Auditing Standard No. 16, Communications with Audit Committees, the rules of the Securities and Exchange Commission, and other applicable regulations, including but not limited to:
-     The independent auditors’ judgment as to the quality, not just the acceptability, of the Trust’s accounting principles.

-     The methods used to account for significant unusual transactions.

-     The effect of significant accounting policies in controversial or emerging areas.

-     The process and basis for sensitive accounting estimates.

-     Any disagreements between independent auditors and management over accounting or disclosure matters.

•    Any significant matters arising from any audit relating to the Trust’s financial statements, and discuss any difficulties the independent auditors encountered in the course of the audit, including any restrictions on their activities or access to requested information, and any significant disagreements with management.  The Committee is responsible for the resolution of disagreements between management and the Trust’s independent auditors regarding financial reporting.

•    Review and discuss with management, the independent auditors and the Internal Auditor, the Trust’s policies with respect to risk assessment and risk management and review contingent liabilities and risks that may be material to the Trust.

•    Review and discuss with management and the independent auditor, the responsibilities, organization, budget, staffing and qualification of the Trust’s Internal Auditor, including the appointment, reassignment, or discharge of the Internal Auditor.

•    Discuss with the Internal Auditor any audit problems, significant difficulties or disagreements with management encountered in the course of the internal audit, including any restrictions on the scope of the audit or access to information.

•    Discuss with the Trust’s general counsel any significant legal, compliance or regulatory matters that may have a material adverse effect on the Trust’s financial statements or business or compliance policies, including material notices to or inquiries from governmental agencies.
•    Meet with the independent auditors and management in separate executive sessions to discuss matters that should be discussed privately with the Committee.

•    Review the Committee's methodology and functions at least annually; evaluate its performance and institute appropriate changes to improve performance or reflect changes in the business environment.

•    Prepare an annual Committee report or other proxy statement disclosure about the Committee in accordance with rules and regulations of the Securities and Exchange Commission and other applicable law.

•    Ensure that this Charter is available on or through the Trust’s website and that the address for the website is included in the annual proxy statement.

•    Review periodically the Trust's policies and procedures that pertain to the Trust's financial reporting process, system of internal controls, and compliance and the systems that management has established to implement these policies and procedures.

•    Discuss with management the Trust's earnings press releases, as well as financial information and earnings guidance provided to analysts and rating agencies, if any.
•    Perform an annual self-evaluation of its performance and present its findings to the Board.

V.  Miscellaneous

     The management of the Trust is responsible for the preparation, presentation and integrity of the Trust’s financial statements and for the effectiveness of internal control over financial reporting.  Management is responsible for maintaining appropriate accounting and financial reporting principles and policies and internal controls and procedures that provide for compliance with accounting standards and applicable laws and regulations.  The independent auditors are responsible for planning and carrying out a proper audit of the Trust’s annual financial statements, reviews of the Trust’s quarterly financial statements prior to their filing, and annually auditing management’s assessment of the effectiveness of internal control over financial reporting, and other procedures.  In fulfilling their duties hereunder, it is recognized that members of the Committee are not (i) performing the functions of auditors or accountants, and therefore, it is not their responsibility to conduct “field work” or other types of auditing or accounting reviews and (ii) employees, and rely, without independent verification, on the information provided to them and the representations made to them by management, the independent auditors and the firm and/or firm and/or person(s) performing the internal audit function. 
     The Committee’s oversight does not provide an independent basis to determine that management has maintained appropriate accounting and financial reporting policies, appropriate internal controls and procedures or appropriate disclosure controls and procedures, or that the Trust’s reports and information provided under the Securities Exchange Act of 1934, as amended, are accurate and complete.  Furthermore, the Committee’s consideration and discussions referred to in this Charter do not assure that the audit of the Trust’s financial statements has been carried out in accordance with generally accepted auditing standards, that the financial statements are presented in accordance with generally accepted accounting principles, that the Trust’s independent auditors are in fact “independent,” or that the matters required to be certified by the Trust’s chief executive officer, chief financial officer or other officers of the Trust under the Sarbanes-Oxley Act of 2002 and the applicable rules and regulations of the Securities and Exchange Commission have been properly and accurately certified.