As Amended June 25, 2014

Bylaws, Article IX, Section (d) states:

There shall be an audit committee consisting of not less than three nor more than five "independent" trustees as defined by the New York Not-for-Profit Corporation Law1. Members of the committee shall be elected by the Board at the annual meeting each year and shall serve at the pleasure of the Board. The chair of the committee shall be elected by the Board. A vacancy in the committee may be filled by the Board at any meeting.

The committee shall be responsible for making an annual selection of an independent auditor and communicating this selection to the Board, for reviewing with the independent auditor the scope and planning of the audit prior to commencement, for reviewing and discussing with the auditor any material risks and weaknesses in internal controls, management's restrictions on the scope of access, and adequacies of processes, for overseeing the accounting and financial reporting processes, supervising the audit, reviewing with the auditor the results of the audit, including the management letter, for considering annually the auditor's performance and independence, for overseeing the adoption, implementation, and compliance with the conflict of interest and whistleblower policies adopted by the Board, and for presenting the annual audited financial statements of the corporation, with appropriate comments thereon, and reporting on the committee's activities to the Board at the annual meeting of the corporation each year. The auditor shall serve at the pleasure of the committee. The committee shall also be responsible for conducting a periodic review of the compliance of the corporation with the provisions of the Internal Revenue Code of 1986 as amended. The committee shall report any findings of noncompliance to the executive committee without delay. The committee may hire one or more outside advisories and utilize additional resources as needed to fulfill its responsibilities.

In addition to the specific section of the Bylaws establishing the audit committee, other provisions of the Bylaws related to the committee include the following:

Composition

The chair of the Board shall be an independent trustee and an ex officio member of the committee.

The president shall be a member ex officio of all committees, except the audit and compensation committees.

Meetings

The chair of the Board shall be entitled to have notice of committee meetings and to attend and vote at such meetings, provided that, with the exception of the executive committee, the chair shall be under no obligation to attend and shall not be counted to determine the number necessary to make a quorum or to determine whether a quorum is present.

Any action required or permitted to be taken by the Board or any committee may be taken without a meeting, if all members of the Board or the committee consent in writing or electronically to the adoption of a resolution authorizing the action. If written, the consent must be executed by the trustee or committee member by signing the consent or causing his or her signature to be affixed to the consent by any reasonable means, including but not limited to facsimile signature. If sent electronicly, the consent must set forth or be submitted with information from which it can reasonably be determined that the transmission of the consent was authorized by the trustee or committee member. The resolution and the consents thereto by the members of the Board or of such committee shall be filed with the minutes of the proceedings of the Board or of such committee.

Any one or more members of the Board or of a committee may participate in a meeting of the Board or the committee by means of a conference telephone, videoconference, or similar communications equipment as long as all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at the meeting.

Unless otherwise specified in the Bylaws, a majority of the members of each committee shall constitute a quorum for the transaction of business and an act of the majority of members present at the meeting shall be an act of the committee.

In addition to the requirements of the Bylaws, this charter sets forth the following additional provisions that guide the committee:

Purpose

The audit committee is charged by the Board of Trustees of the Rockefeller Brothers Fund with responsibility for oversight of the quality and integrity of the Fund's financial reporting process, system of internal controls, and audit process and the Fund's process for monitoring compliance with laws and regulations.

Organization

Composition
  1. A trustee may not serve on the committee if he or she is a paid employee of the Fund. Additionally, no member of the committee may accept, either directly or indirectly, any consulting, advisory, or other compensatory fee from the Fund other than in his or her capacity as a member of the investment committee.
  2. At least one member shall have expertise or prior training in accounting or finance at a level appropriate to the complexity of the Fund's operations.
Meetings
  1. The committee shall meet at least twice a year. At least one of these meetings shall include meeting in executive session with the outside auditor.

Responsibilities

While the fundamental responsibility for the accuracy of the Fund's financial statements rests with the Fund's management and its outside auditor, the committee shall:

  1. Oversee the quality and integrity of the Fund's system of accounting, auditing and reporting practices. In fulfilling this responsibility, the committee shall:
    1. Review the outside auditor's qualifications, independence and performance. The outside auditor shall report directly to the committee.
    2. Approve reasonable compensation for the outside auditor.
    3. Pre-approve all audit services and any non-audit services to be provided to the Fund by its outside auditor, with particular attention to whether the terms of any agreement to perform non-audit services would reduce the independence of the outside auditor. The committee may delegate to the chair of the committee the authority to grant pre-approval of such services in consultation with the Fund's chair, provided notice of such approval is then given to the entire committee at the next meeting.
    4. Following the completion of the annual audit:
      1. In preparation for the annual meeting of the Board, review the annual financial statements prepared by management. Review the outside auditor's report on these statements and any other written communications from the outside auditor; and
      2. Review with the outside auditor any significant matters regarding reporting and audit problems or difficulties that have come to their attention during the conduct of the audit, management's response and the outside auditor's suggestions for improvement (including assisting, if needed, in the resolution of any disagreements between management and the outside auditor regarding financial reporting).
    5. Confirm that the Fund's Form 990-PF has been reviewed and signed by the president, and filed in a timely manner.
    6. Confirm that no personal loans have been made by the Fund to any officer or trustee.
    7. Review policies and procedures with respect to officers' expense accounts, and direct the chair to review the president's expenses annually.
    8. Ensure that appropriate procedures are in place for the receipt, retention and treatment of complaints or concerns received by the Fund regarding accounting, internal accounting controls or auditing matters, including confidential, anonymous submissions from employees. Liase with the executive committee as necessary regarding any such complaints or concerns.
    9. Ensure that the Fund's corporate secretary is monitoring compliance with the Fund's code of conduct and conflicts of interest policy, including the Fund's whistleblower policy. Receive disclosure of conflicts within the conflicts policy. Review the Fund's conflicts policy from time to time. At the request of the president or corporate secretary, review and resolve significant cases of employee or trustee conflict of interest, misconduct or fraud, and report to the Board regarding any such matters as necessary in the committee's discretion.
  2. Review the annual compliance memo prepared by management with the assistance of counsel before its circulation to the full Board. The committee may review with outside counsel as appropriate any legal and regulatory matters that may have a material impact on the Fund, including pending or threatened litigation and compliance issues.
  3. Periodically review and assess the adequacy of this charter.
  4. Attend to other matters as the Board may from time to time determine.
  5. Maintain minutes of committee meetings and report as appropriate in the committee's discretion, its actions to the Board at the next meeting of the Board following such action.

1 The New York Non-Profit Revitalization Act of 2013 defines "independent trustee" as a trustee who (i) is not, and has not been within the last three years, an employee of the nonprofit corporation or an affiliate thereof, and does not have a relative who is, or who has been within the last three years, a key employee of the nonprofit corporation or an affiliate thereof; (ii) has not received, and does not have a relative who has received, in any of the last three fiscal years, more than $10,000 in direct compensation from the nonprofit corporation or an affiliate thereof (other than reimbursement for expenses reasonably incurred as a trustee or reasonable compensation for service as a trustee); and (iii) is not a current employee or or does not have a substantial financial interest in, and does not have a relative who is a current officer of or has a substantial financial interest in, any entity that has made payments (other than charitable contributions) to, or received payments (other than charitable contributions) from the nonprofit corporation or an affiliate thereof, for property or services in an amount that exceeds the lesser of $25,000 or 2% of such entity's consolidated gross revenue in any of the last three fiscal years.