Exhibit 99.4
Charter of the Audit Committee of the Trustees
of City Investing Company Liquidating Trust
I. Audit Committee Purpose
The Audit Committee is comprised of Messrs Quirk and Carson, two of the
three Trustees of City Investing Company Liquidating Trust, to fulfill
its oversight responsibilities. The Audit Committee's primary duties
and responsibilities are to:
(a) Monitor the integrity of the Trust's financial reporting
process (including development and maintenance of systems of
internal accounting and financial controls).
(b) Monitor the integrity of the Trust's financial statements.
(c) Oversee the Trust's compliance with legal and regulatory
requirements.
(d) Monitor the qualifications, independence, performance and
compensation of the Trust's independent auditors.
(e) Provide an avenue of communication between the independent
auditors and the Trustees concerning the Trust's quarterly and
annual financial statements.
(f) Monitor compensation of Trustees.
The Audit Committee has the authority to conduct any investigation
appropriate to fulfilling its responsibilities and it shall have direct
access to the independent auditors. The Audit Committee has the ability
to retain, at the Trust's expense, special legal, accounting, or other
consultants or experts it deems necessary in the performance of its
duties.
II. Audit Committee Composition and Meetings
Audit Committee members shall meet the requirements of NASDAQ, INC.
("Nasdaq") and the Securities and Exchange Commission ("SEC"). The
Audit Committee shall be comprised of the aforementioned two Trustees,
each of whom shall be free from any relationship that would interfere
with the exercise of his independent judgment. All members of the
Committee shall have a basic understanding of finance and accounting
and be able to read and understand fundamental financial statements,
and each shall be independent of the management of the Trust.
The Committee shall meet at least annually. The Audit Committee Chair
shall prepare and/or approve an agenda in advance of each meeting. The
Committee should meet at least annually with the independent auditors
to discuss any matters that the Committee believes should be discussed.
In addition, a designated Trustee shall communicate with the
independent auditors quarterly to review the Trust's quarterly
financial statements and significant findings based upon the auditors'
limited review procedures.
III. Audit Committee Responsibilities and Duties
Review Procedures
1. The Committee shall review and reassess the adequacy of this Charter
at least annually and make recommendations, as conditions dictate, to
amend or revise this Charter. This Charter shall be filed as an exhibit
to the Trust's next Annual Report on Form 10-K and thereafter at least
once every three years.
2. The Committee shall review and discuss with the independent auditors
(a) the audited financial statements to be included in the Trust's
Annual Report, (b) the quarterly financial statements filed on Form
10-Q and (c) the Trust's disclosures in the related "Management's
Discussion and Analysis of Financial Condition and Results of
Operations". The authority to review and discuss with the independent
auditors the Forms 10-Q may be discharged by a designated member of the
Committee.
3. In connection with the annual audit and the review by the
independent auditors of the financial information included in the
Trust's Forms 10-Q, the Committee shall prior to the filing of the Form
10-K or Form 10-Q, as applicable, discuss with the independent auditors
the matters required to be discussed by AICPA SAS No. 61.
4. The Committee shall discuss, at least annually, the Trust's policies
with respect to risk assessment and risk management. This discussion
should cover the Trust's major financial risk exposures and the steps
taken to monitor and control these exposures.
5. The Committee shall review, at least annually, reports on legal
compliance and litigation matters.
6. The Committee shall be directly responsible for the retention,
termination and oversight of the work of the Trust's independent
auditors for the purpose of preparing or issuing an audit report or
related work. The Trust's independent auditors shall report directly to
the Committee.
7. The Committee shall pre-approve all audit services (including
comfort letters and statutory audits) and non-audit services rendered
to the Trust by its independent auditors. The authority for such
pre-approval may be discharged by a designated member of the Committee.
8. The Committee shall review the Trust's independent auditors timely
reports concerning:
(a) all critical accounting policies and practices;
(b) all alternative treatments of financial information
within generally accepted accounting principles that have
been discussed, the ramifications of the use of such
alternative treatments and the treatment preferred by the
independent auditors; and
(c) other material communications between the independent
auditors and the Trustees (such as any management letter
or schedule of unadjusted differences).
9. The Committee shall:
(a) review, at least annually, a report from the independent
auditors describing, to the extent permitted under applicable
auditing standards: (a) the independent auditors' internal
quality-control procedures; (b) any material issues raised by
the most recent internal quality-control review, or peer
review, of the independent auditors, or by any inquiry or
investigation by
governmental or professional authorities, within the preceding
five years, dealing with one or more independent audits
carried out by the independent auditors, and any steps taken
to deal with any such issues; and (c) (to assess the
independent auditors' independence) all relationships between
the independent auditors and the Trust;
(b) review and discuss with the independent auditors any
relationship or service that may impact the objectivity and
independence of the independent auditors; and
(c) take appropriate action in response to the independent
auditors' report to satisfy itself of the auditors'
independence.
After reviewing the foregoing report and the independent auditors' work
throughout the year, the Committee shall evaluate the independent
auditors' qualifications, performance and independence. This evaluation
should include the review and evaluation of the lead partner of the
independent auditors. The Committee should further consider whether, in
order to assure the continuing independence of the independent
auditors, there should be rotation of the lead audit partner more
frequently than required by law, or a rotation of audit firms.
10. The Committee shall discuss with the independent auditors the
development and maintenance of systems for the Trust's internal
controls and financial controls.
11. The independent auditors are ultimately accountable to the
Trustees. The Audit Committee shall review the independence and
performance of the auditors and annually recommend the appointment of
the independent auditors or approve any discharge of auditors when
circumstances warrant.
12. The Committee shall:
(a) Meet at least annually with the Administrator, and more
frequently upon her request, for the purpose of addressing
accounting, auditing and internal control matters affecting
the Trust;
(b) such meetings shall be private (i.e. without notice to or
participation by the functional equivalent of the Chief
Executive Officer or the Chief Financial Officer of the
Trust) and the matters discussed shall remain confidential;
(c) the Committee will gather such information, explanation
and other information as it believes relevant to conduct a
review of any concerns submitted by the Administrator and
will acknowledge, review and record its action with respect
to all such meetings;
(d) the Committee shall meet with the Administrator and reach
a decision with respect to any submitted concern within 30
days of the date of a request for a confidential meeting;
(e) the Administrator shall not be discriminated against in
any manner for availing herself of the right to so meet with
the Audit Committee; and
(f) the Committee shall follow procedures similar to those
described in subparagraphs (b) through (e) with respect to
any matter which is brought or comes to its attention from
any other person, agent or source which could affect the
accuracy or integrity of the Trust's accounting, auditing,
internal control procedures or financial statements.
13. On an annual basis, the Committee should review and discuss with
the independent auditors any actual or apparent conflicts between
personal and professional relationships they have with the Trust that
could impair the auditors' independence.
14. Review the independent auditors audit plan--discuss scope,
staffing, reliance upon the Trustees and Administrator, and general
audit approach.
15. Consider the independent auditors' judgments about the quality and
appropriateness of the Trust's accounting principles as applied in its
financial reporting.
Legal Compliance
16. On at least an annual basis, review with the Trust's counsel, any
legal matters that could have a significant impact on the Trust's
financial statements, the Trust's compliance with applicable laws and
regulations, and inquiries received from regulators or governmental
agencies.
Compensation
17. No member of the Committee may receive, directly or indirectly, any
compensation from the Trust for consulting, advisory or any other
services performed, other than fees paid to Trustees pursuant to
Section 9.1 of the Trust Agreement.