Auditor s Responsibility Under Auditing Standards Generally Accepted in the United States of America

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1 Alexandria, Virginia As part of our audit of the financial statements of the American Chamber of Commerce Executives Profit Sharing Plan as of and for the year ended December 31, 2011, we wish to communicate the following to you. AUDIT SCOPE AND RESULTS Auditor s Responsibility Under Auditing Standards Generally Accepted in the United States of America An audit performed in accordance with auditing standards generally accepted in the United States of America is designed to obtain reasonable, rather than absolute, assurance about the financial statements. In performing auditing procedures, we establish scopes of audit tests in relation to the financial statements taken as a whole. Our engagement does not include a detailed audit of every transaction. Our engagement letter more specifically describes our responsibilities. These standards require communication of significant matters related to the financial statement audit that are relevant to the responsibilities of those charged with governance in overseeing the financial reporting process. Such matters are communicated in the remainder of this letter or have previously been communicated during other phases of the audit. The standards do not require the auditor to design procedures for the purpose of identifying other matters to be communicated with those charged with governance. An audit of the financial statements does not relieve management or those charged with governance of their responsibilities. Our engagement letter more specifically describes your responsibilities. Qualitative Aspects of Significant Accounting Policies and Practices Significant Accounting Policies The Plan s significant accounting policies are described in Note 2 of the audited financial statements. Alternative Accounting Treatments No matters are reportable. Management Judgments and Accounting Estimates Accounting estimates are an integral part of financial statement preparation by management, based on its judgments. The following areas involve significant estimates for which we are prepared to discuss management s estimation process and our procedures for testing the reasonableness of those estimates: Investment valuation

2 Page 2 Financial Statement Disclosures The following areas involve particularly sensitive financial statement disclosures for which we are prepared to discuss the issues involved and related judgments made in formulating those disclosures: Investments Plan provisions Schedule of delinquent participant contributions Audit Adjustments During the course of any audit, an auditor may propose adjustments to financial statement amounts. Management evaluates our proposals and records those adjustments which, in its judgment, are required to prevent the financial statements from being materially misstated. Some adjustments proposed were not recorded because their aggregate effect is not currently material; however, they involve areas in which adjustments in the future could be material, individually or in the aggregate. Proposed Audit Adjustments Recorded Excess contributions payable Adjust contributions receivable for additional contributions made after original plan reports were completed Auditor s Judgments About the Quality of the Entity s Accounting Principles During the course of the audit, we made the following observations regarding the Plan s application of accounting principles: No matters are reportable Other Information in Documents Containing Audited Financial Statements The Plan s audited financial statements are included in Form 5500, Annual Return/Report of Employee Benefit Plan, filed with the Department of Labor Employee Benefits Security Administration. As part of our procedures, we read the Form 5500 to determine if financial information discussed in sections outside the financial statements materially contradicts the audited financial statements. If we identify any such matters, we bring them to management s attention and review subsequent revisions. Difficulties Encountered in Performing the Audit During the course of the audit, we did not encounter any difficulties in dealing with management. However, there were some delays due to receiving inaccurate or incomplete information from various Chambers.

3 Page 3 Other Material Written Communications Listed below are other material written communications between management and us related to the audit: Management representation letter (attached) INTERNAL CONTROL OVER FINANCIAL REPORTING In planning and performing our audit of the financial statements of the American Chamber of Commerce Executives Profit Sharing Plan as of and for the year ended December 31, 2011, in accordance with auditing standards generally accepted in the United States of America, we considered the Plan s internal control over financial reporting (internal control) as a basis for designing our auditing procedures for the purpose of expressing our opinion on the financial statements, but not for the purpose of expressing an opinion on the effectiveness of the Plan s internal control. Accordingly, we do not express an opinion on the effectiveness of the Plan s internal control. Our consideration of internal control was for the limited purpose described in the preceding paragraph and was not designed to identify all deficiencies in internal control that might be significant deficiencies or material weaknesses and, therefore, there can be no assurance that all deficiencies, significant deficiencies or material weaknesses have been identified. However, as discussed below, we identified certain deficiencies in internal control that we consider to be significant deficiencies. A deficiency exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent or detect and correct misstatements of the Plan s financial statements on a timely basis. A deficiency in design exists when a control necessary to meet a control objective is missing or an existing control is not properly designed so that, even if the control operates as designed, a control objective would not be met. A deficiency in operation exists when a properly designed control does not operate as designed or when the person performing the control does not possess the necessary authority or competence to perform the control effectively. A material weakness is a deficiency, or a combination of deficiencies, in internal control, such that there is a reasonable possibility that a material misstatement of the Plan s financial statements will not be prevented or detected and corrected on a timely basis. A significant deficiency is a deficiency, or combination of deficiencies, in internal control that is less severe than a material weakness, yet important enough to merit attention by those charged with governance. We observed the following matters that we consider to be deficiencies or significant deficiencies.

4 Page 4 Significant Deficiencies Timely Remittance of Participant Contributions The U.S. Department of Labor (DOL) requires participant contributions to a pension plan to be remitted to the plan as soon as they can be reasonably segregated from the general assets of the employer, but in no event later than the 15th business day following the end of the month in which the amounts are contributed by employees or withheld from their wages. Noncompliance with this requirement may be treated as a prohibited transaction under the Employee Retirement Income Security Act of 1974 (ERISA). ERISA violations can jeopardize the qualified, tax-exempt status of a plan or subject an employer to excise taxes or civil penalties for earnings lost by participants. During the audit period, there were participant contributions remitted to the Plan outside the outer limit set forth in the DOL regulations. This resulted in a prohibited transaction disclosed in the audited financial statements. The related Chambers have remitted interest on the late deposits, Form 5330 has been filed, and applicable excise taxes paid. We recommend the plan sponsor reconcile all contributions to verify they are timely remitted and in compliance with these DOL regulations. We understand that the plan sponsor s policy is to remit each pay period on or about pay date, but absolutely no later than seven business days following pay date. While this appears to be within the outer limit set forth in the DOL regulations, it may not satisfy the as soon as reasonably segregated requirement. We noted several instances where the remittance of participants contributions did not comply with the plan sponsor s internal policy, which could possibly result in a prohibited transaction. We recommend the plan sponsor reconsider whether the current policy achieves full compliance with these DOL regulations, and review the internal procedures to monitor compliance with the established policy. Contribution Calculations In contribution testing, we noted the following errors that were not adequately addressed in annual monitoring conducted by management: Several Chamber locations did not process deferrals on any bonus checks unless specifically requested by the participant, which is not following that location s definition of compensation per their Participation Agreement. The plan sponsor s newly implemented policy of setting up specific deferral elections for bonus pay within Principal Life Insurance Company s (Principal) deferral system may address the situation. However, we recommend the plan sponsor emphasize to the Chamber locations that the elections on file must be followed unless the participant appropriately updates his/her elections through the approved process. We identified one employee whose annual profit sharing contribution was miscalculated due to not receiving the additional percentage on wages over the FICA base. The location has submitted a corrective contribution after year-end. We recommend heightened monitoring of contribution calculations. We noted an employee whose 1% Roth contribution was accidentally missed on the year-end bonus payroll from which the traditional contribution was processed. We recommend heightened monitoring of contribution processing on special payrolls, such as bonuses.

5 Page 5 Several Chamber locations excluded group term life taxable fringe compensation from the contribution calculations even though their Participation Agreement had no exclusion of fringe benefits from the definition of compensation. We recommend working with the Chamber locations on following their elected definition of compensation or amending their Participation Agreements. We also recommend that annual monitoring should also include verification of the compensation amounts reported by the Chamber locations and recalculation of deferrals based upon plan-defined compensation and deferral elections on file with record keeper. We found that one Chamber location included non-taxable HSA contributions in compensation used for contribution calculations. As these HSA contributions are not taxable compensation, they do not meet the definition of plan compensation. We again recommend working with the education of all Chamber locations on following their elected definition of compensation and improving the annual monitoring process to test the underlying plan compensation amounts. One employee of a Chamber location that joined the Plan in 2010 was allowed to utilize a portion of their deferral contributions to pay life insurance premiums outside of the Plan. The Chamber location paid the quarterly premiums directly to the insurance company and then reduced the amounts remitted to the Plan for the prorated premium payments. All Plan contributions must be remitted to the Plan for investment in Plan-authorized fund options. For two employees tested, their compensation was not limited to $245,000 as required under IRS guidelines for the employer contributions. As a result, the excess was forfeited after year-end. We recommend the Plan Sponsor communicate with all Chamber locations and inform them of the necessity to follow the plan definition of compensation. We also advise you to speak with your ERISA attorney to determine if additional steps are needed to resolve these issues. Deficiencies 415 Limit Failure The Plan failed the 415 testing for one participant, resulting in a taxable refund to the participant after year-end. We recommend monitoring total contributions more closely prior to year-end to prevent such testing failures. Payroll Processing Chamber Level As part of the audit of contributions, we obtained an understanding of the payroll processes and controls at the individual Chamber locations that were selected for testing. Based upon our understanding of the procedures and controls in place, we noted the following: Segregation of Duties Due to the size of some of the participating Chamber locations, there is a general lack of segregation of duties. In instances where there is inadequate segregation of duties, we recommend that all payroll data be reviewed by another individual with documentation maintained of that review.

6 Page 6 Review of Third-Party Service Providers Controls In situations where the third-party payroll service provider has a SOC 1 report, the Chamber location should review the results of the report and pay special attention to the user control considerations that are necessary for the service provider s controls to function as intended. The locations should also review and reconcile information prepared by the providers to look for errors. OTHER MATTERS Although not considered material weaknesses, significant deficiencies or deficiencies in internal control over financial reporting, we observed the following matters and offer these comments and suggestions with respect to matters which came to our attention during the course of the audit of the financial statements. Our audit procedures are designed primarily to enable us to form an opinion on the financial statements and, therefore, may not bring to light all weaknesses in policies and procedures that may exist. However, these matters are offered as constructive suggestions for the consideration of management as part of the ongoing process of modifying and improving financial and administrative practices and procedures. We can discuss these matters further at your convenience and may provide implementation assistance for changes or improvements if you require. Deferral Election Documentation We understand the Plan Sponsor s policy is to have a paperless system whereby employees contact the record keeper directly to make their deferral elections. However, numerous instances were noted in contribution and eligibility testing in which the record keeper, Principal, had no record of employee s zero deferral elections. A confirmation that the participant does not want to participate in the Plan provides documentation should the issue ever arise whether employees are timely informed of their eligibility to participate in the Plan. Such documentation is important should a participant later dispute their election. During our testing, we also noted several Chamber locations processed deferrals based upon informal employee instructions, instead of updating their elections through the proper paperless system. In some instances, an employee s percentage deferral election was converted to a fixed dollar amount based upon annual salary level and then the fixed amount was used throughout the year, which resulted in some contribution timing differences up to the point that the annual limit was reached. In order for the paperless system to function as intended, the Plan Sponsor needs to emphasize compliance by the Chamber locations. We recommend providing each location with a listing of the elections currently on file for the location to verify and update the system accordingly. Then, we recommend periodically monitoring that the deferral elections per the Chamber locations payroll systems agrees with the deferral elections per the record keeper s system. In cases where a fixed amount election is best for payroll processing, we suggest requesting that the participant submit that fixed election in place of a percentage election.

7 Page 7 Current Economic Environment The current economy continues to present difficult circumstances and challenges for employee benefit plans, including the potential for declines in the fair values of investments. The values of the assets recorded in the financial statements could change rapidly, resulting in material future adjustments to investment values that could negatively impact the Plan. We recommend that the plan sponsor continue to monitor investment options available to participants. This communication is intended solely for the information and use of management, the Trustees, and others within the organization, and is not intended to be and should not be used by anyone other than these specified parties. August 27, 2012

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