AUDIT COMMITTEE CHARTER POPE MGP, Inc. As revised April 2005

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Accounting and financial reporting,

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Assessment and management of risk and the related internal control environment,

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Compliance with laws and regulations, and

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Internal and external audit processes.

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Serve as an independent and objective party to monitor the Partnership's financial reporting process and internal control system,

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Have sole authority for appointment, retention, and firing of independent accountants,

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Approve all audit and non-audit services provided to the Partnership by the independent accountants,

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Review and evaluate the audit efforts of the independent accountants and the Partnership’s internal audit activities,

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Facilitate an open avenue of communication among the independent accountants, internal audit, and the Board of Directors,

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Establish procedures for receiving and treating concerns (including anonymous ones from employees of the Partnership and it subsidiaries and affiliated companies) regarding accounting, internal accounting controls and auditing and ensure that such concerns are treated confidentially with no threat of retaliation to the party surfacing the concern.

1.

Adhere strictly to limitations on member compensation stipulated by SEC or Nasdaq rules.

2.

Monitor rules defining “affiliated persons” and prohibited relationships so as to avoid independence issues.

3.

Review with management the Partnership’s annual financial statements and the independent accountants’ opinion with respect to such financial statements.

4.

Review with the independent accountants the results of their audit of the annual financial statements, including all matters required to be communicated to audit committees under generally accepted auditing standards. Such communications should include significant audit adjustments, significant accounting policies and any related changes thereto, management judgments and accounting estimates, disagreements with management, and any other difficulties encountered during their audit.

5.

Review the Form 10-Q prior to its filing. This review may take place at a scheduled meeting or it may take place as a result of dissemination of a draft 10-Q followed by individual responses to either management or the Committee Chair.

6.

Review comments provided by the independent accountants relating to the Partnership’s internal controls or other related matters, and review and monitor management’s response and follow-up actions.

7.

Review any internal reports (if applicable) to management prepared by internal auditors and management's response.

8.

Assume direct responsibility for appointment, compensation, and oversight of the independent accountant. The independent auditor reports directly to the Committee.

9.

Review the independent accountants’ plan and scope relating to their audit of the annual financial statements. Review with the independent accountants the coordination of audit effort to assure completeness of coverage, reduction of redundant efforts, and the effective use of audit resources.

10.

On an annual basis, review and discuss with the accountants all significant relationships the accountants have with the Partnership to determine and confirm the accountants' independence. Obtain a formal written statement from the outside auditors delineating all relationships with the Partnership. Ensure that the CEO, CFO, Controller (or persons in equivalent positions) have not been employed by the company’s audit firm during the 1year period preceding the current year audit.

11.

Ensure that the independent accountants will not provide any non-audit services including: a) bookkeeping or other services related to the accounting records or financial statements of the audit client; b) financial information systems design and implementation; c) appraisal or valuation services, fairness opinions, or contribution-in-kind reports; d) actuarial services; e) internal audit outsourcing services; f) management functions or human resources; g) broker or dealer, investment adviser, or investment banking services; h) legal services and expert services unrelated to the audit; i) any other service that the Committee determines is impermissible. The independent auditor may engage in any non-audit service, including tax services that is not listed above, only if the activity is pre-approved by the Audit Committee.

12.

Ensure that the lead audit or coordinating partner and the reviewing partner must rotate off of the audit every 5 years.

13.

 

Review with financial management the Partnership’s significant accounting and reporting policies and any changes thereto.

 

14.

Review with financial management the accounting treatment of individual events or transactions that may have a significant impact on financial reporting.

15.

Consider, through periodic discussions, the independent accountants' judgments about the quality and appropriateness of the Partnership's accounting principles as applied in its financial reporting.

16.

Determine that management has implemented policies and procedures ensuring that the Partnership’s risks are identified and that controls are adequate, in place, and functioning properly.

17.

Consider and review with management and the independent accountants:

 

The adequacy of the Partnership’s internal controls including computerized information system controls and security. Any related significant findings and recommendations of the independent accountants regarding internal controls together with management’s responses thereto.

18.

Evaluate whether management is setting the appropriate tone at the top by communicating the importance of internal controls and ensuring all individuals possess an understanding of their roles and responsibilities.

19.

Require the independent accountants to keep the Committee timely informed about fraud, illegal acts, and deficiencies in internal control.

20.

Confirm that management has an appropriate review system in place to ensure that the Partnership's financial statements, reports and other financial information (disseminated to governmental organizations and the public) satisfy legal requirements.

21.

Evaluate the need for and related activities (if applicable) of the Partnership’s internal audit activities. If applicable, review such activities, organizational structure, and qualifications of internal audit resources.

22.

Review, with management and Partnership counsel, the Partnership’s policies and procedures to minimize and monitor risks and exposures from noncompliance with laws and regulations. Specifically consider compliance matters pertaining to corporate securities trading policies.

23.

Review and approve any extension of credit by the Partnership to a director or officer of the Partnership or its general partners.

24.

Approve a code of ethics for senior financial officers and review it annually for potential improvement. Obtain annually an assurance in writing from each senior financial officer that they have complied.

25.

Establish and maintain procedures to receive, retain, and treat complaints from employees and others about accounting, internal accounting controls, or auditing matters. The procedures established must address “whistleblower complaints” by establishing for the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters. Remind employees annually of the availability of the procedures and how to utilize them.

26.

Review, with management and Partnership counsel, the process for determining risks and exposures from litigation, claims and assessments, including counsel’s assessment of specific significant matters.

27.

Perform any other activities consistent with this Charter, the Partnership Agreement and governing law, as the Committee or the Board deems necessary or appropriate.