Audit Committee Charter 

1. Members. The Audit Committee (the "Committee") shall be composed entirely of 

independent directors, including an independent chair and at least two other independent 

directors. Members of the Committee shall be appointed by the Board of Directors (the 

"Board") of Fannie Mae (the "Company"), upon recommendation by the Nominating and 

Corporate Governance Committee, and may be removed by the Board in its discretion. 

The members of the Committee shall meet the independence and financial literacy 

requirements set forth in 12 C.F.R. §1239.5, and at least one member shall qualify as an 

“audit committee financial expert” as defined in the rules and regulations under the 

Securities Exchange Act of 1934 and possess accounting or related financial 

management expertise, including sufficient technical expertise to understand the 

implications of accounting policies to financial statements, in each case as determined by 

the Board. If a member of the Committee serves on the audit committees of more than 

three public companies, including the Company, the Board shall have determined that 

such simultaneous service would not impair the ability of such member to effectively serve 

on the Committee. Any such determination shall be disclosed in the Company's annual 

report or proxy statement, as applicable. 

2. Purpose of the Committee. 

The purpose of the Committee shall be to: 

i. oversee (a) the accounting, reporting, and financial practices of the Company 

and its subsidiaries, including the integrity of the Company's financial 

statements and internal control over financial reporting, (b) the Company's 

compliance with legal and regulatory requirements, (c) the external auditor's 

qualifications independence, and performance, and (d) the qualifications, 

independence, and performance of the Company's internal audit function and 

chief audit executive; 

ii. approve, or recommend for Board approval, as appropriate, certain of the 

Company’s policies relating to the Committee’s oversight of the external 

auditor relationship, internal audit function, and the compliance department; 

and 

iii. prepare the report required by the rules of the Securities and Exchange 

Commission (the "Commission") to be included in the Company's annual 

proxy statement in years in which Fannie Mae holds an Annual Meeting of 

Stockholders and files a proxy statement. 

The Committee's role is one of oversight. The Company's management is responsible 

for establishing and maintaining accounting policies and procedures that properly reflect 

generally accepted accounting principles ("GAAP") and other applicable reporting and 

disclosure standards and for preparing the Company's financial statements. The 

Company's external auditors are responsible for auditing those financial statements. 

3. Duties to the Conservator. The directors of the Company serve on behalf of the Federal 

Housing Finance Agency (“FHFA”), as Conservator of the Company, and shall exercise 

authority as directed by the Conservator. The Committee shall consult and obtain 
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approval of the Conservator before exercising the duties and responsibilities indicated in 

sections 4 and 5 as being subject to the Conservator’s approval.

4. Duties and Responsibilities of the Committee. The duties and responsibilities of the 

Committee shall include: 

Oversight of External Auditor Relationship 

i. Subject to the Conservator’s approval, being directly responsible for retaining and 

terminating the external auditor. 

ii. Being directly responsible for the appointment, compensation, evaluation, and 

oversight of the work of any external auditor engaged for the purpose of preparing 

or issuing an audit report or performing other audit, review or attest services (the 

“external auditor”), including resolution of disagreements between management 

and the auditor regarding financial reporting. In this regard, the Committee shall 

have the authority to review and assess the activities of the external auditor. The 

external auditor shall report directly to the Committee. The Company shall 

provide appropriate funding, as determined by the Committee, for payment of 

compensation to the external auditor. 

iii. At least annually: (a) considering the independence of the external auditor, 

including whether the external auditor's performance of permissible non-audit 

services is compatible with the auditor's independence; (b) obtaining from the 

external auditor a written statement delineating all relationships between the 

external auditor and the Company and any other relationships that may adversely 

affect the independence of the auditor; and (c) discussing with the external 

auditor any disclosed relationships or services that may impact the objectivity and 

independence of the external auditor. 

iv. At least annually, obtaining and reviewing a report by the external auditor 

describing: the external auditor's internal quality-control procedures; and any 

material issues raised by the most recent internal quality-control review, or peer 

review, or by any inquiry or investigation by governmental or professional 

authorities, including the annual inspection by the Public Company Accounting 

Oversight Board (“PCAOB”), 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. 

v. At least annually, (a) reviewing all services provided by the external auditor, (b) 

reviewing and evaluating the lead partner of the external auditor team, and (c) 

overseeing the rotation of audit engagement team lead partners, each as required 

by law and rules and regulations of FHFA and the Commission, as applicable. 

vi. Approving in advance all audit and permissible non-audit services to be provided 

by the external auditor and establishing policies for the engagement of the 

external auditor to provide audit and permissible non-audit services. The 

Committee delegates to the Chairman of the Committee the authority to approve 

such services up to a maximum amount of $1 million per engagement. Any such 

approval by the Chairman shall be ratified by the Committee at the next 

Committee meeting. 
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vii. Establishing policies for the hiring of employees and former employees of the 

external auditor. 

Financial Statement and Disclosure Matters 

viii. Reviewing and discussing with the external auditor: (a) the scope of the audit, the 

results of the annual audit examination by the auditor, including corrected and 

uncorrected misstatements, any problems or difficulties the auditor encountered in 

the course of its audit work and management's response, any restrictions on the 

scope of the external auditor's activities or on access to requested information, any 

significant disagreements with management, and additional matters required to be 

discussed under the applicable requirements of the PCAOB and the Commission, 

relating to the conduct of the audit; (b) the scope and resources of the Company's 

internal audit function; and (c) the reviews by the external auditor with respect to 

interim periods. 

ix. Meeting to review and discuss with management and the external auditor the 

annual audited and quarterly un-audited financial statements of the Company 

and the Company's specific disclosures under "Management's Discussion and 

Analysis of Financial Condition and Results of Operations" in its Form 10-K and 

Forms 10-Q. The review and discussion shall include: (a) an analysis of the 

external auditor's judgment as to the quality of the Company's accounting 

principles and (b) significant financial reporting issues, accounting estimates, and 

judgments made in connection with the preparation of the financial statements, 

including any significant changes in the Company's selection or application of 

accounting principles and financial statement presentations. 

x. Receiving, reviewing and discussing reports from the external auditor on: (a) all 

critical accounting policies and practices to be used; (b) all alternative treatments 

of financial information within GAAP 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 external 

auditor; and (c) other material written communications between the external 

auditor and management, such as any management letter or schedule of 

unadjusted differences. 

xi. Recommending to the Board, based on the review and discussion described in 

paragraphs (iii) and (viii) -- (x) above, whether the audited financial statements 

should be included in the annual report on Form 10-K. 

xii. Reviewing earnings releases and discussing generally the types of information to 

be disclosed and the types of presentations to be made, including the use of "nonGAAP financial measures," in the Company's earnings press releases, as well as 

financial information and earnings guidance provided to analysts and ratings 

agencies. Such reviews are to be made prior to the issuance of the press release 

or the disclosure of such information or making of such presentation, as applicable. 

xiii. Reviewing and discussing with management, the head of the Company's internal 

audit department and the external auditor the adequacy and effectiveness of: (a) 

the Company's internal controls, including any material weaknesses or significant 

deficiencies in internal controls or significant changes in internal controls reported 

to the Committee by the external auditor or management, and any special steps 
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adopted in light of material weaknesses or significant control deficiencies; and (b) the 

Company's disclosure controls and procedures and management reports thereon.

xiv. Reviewing and discussing with the Chief Executive Officer and the Chief Financial 

Officer the basis for the certifications to be provided in the Company's Form 10-K 

and Form 10-Qs. 

xv. Subject to the Conservator’s approval relating to material changes in accounting 

policy, overseeing management in its establishment, implementation, and 

maintenance of accounting policies and procedures that are in compliance with 

applicable laws, regulations, guidance, and industry standards, including GAAP 

and other applicable reporting and disclosure standards and approving any 

material changes to accounting policy; overseeing management in its creation of 

a system for full disclosure to the Committee of these policies; receiving reports 

from management on these policies and procedures and their compliance with 

regulatory and GAAP requirements; reviewing and discussing the status of 

compliance with accounting and tax developments of major significance to the 

Company; and providing notice to and the opportunity for the Conservator to 

approve any accounting treatments or policies identified as having a significant 

legal, reputational, or safety and soundness risk with a focus on accounting 

treatments or policies that do not employ industry standards, GAAP or preferred 

methods. 

xvi. Reviewing and discussing with management and the external auditor any 

correspondence with regulators or governmental agencies which raises material 

issues regarding the Company's financial statements, financial disclosures or 

accounting policies. 

xvii. Overseeing the Company’s financial reporting and disclosure with respect to 

litigation and risks. 

xviii. Reviewing and discussing with management and the external auditor the 

Company’s reporting and disclosure with respect to environmental, social, and 

governance (“ESG”) matters made pursuant to an ESG framework (such as 

standards set by recognized standard-setting bodies and applicable criteria and 

guidance), and any assurance being provided by the external auditor with respect 

to such reporting and disclosure. Based on the review and discussion described 

above, approving such ESG disclosures for inclusion in the Company’s ESG 

report. 

xix. Overseeing the Company’s controls over reports submitted through the FHFA 

Call Report System as well as information provided to FHFA for formal data 

requests. 

Oversight of Internal Audit Function 

xx. Approving the appointment, performance, and removal of the Chief Audit 

Executive who shall be responsible for the Internal Audit Department, who shall 

report directly to the Committee and, for administrative purposes only, shall report 

to the Chief Executive Officer. The Chief Audit Executive shall report directly to 

the Committee and is ultimately accountable to the Committee and to the Board of 

Directors to maintain independence and objectivity. The Chief Audit Executive 
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shall report to the Committee any unreasonable restrictions or limitations that 

would prevent the Chief Audit Executive from performing necessary duties and 

responsibilities independently and objectively consistent with professional 

standards. The Chief Audit Executive shall have unrestricted access to the 

Committee without the need for any prior management knowledge or approval and 

as appropriate, access to the Board of Directors and other committees. 

xxi. Before appointing a Chief Audit Executive, and thereafter at least annually, the 

Committee, in conjunction with the Nominating and Corporate Governance 

Committee, should confirm and document whether the Chief Audit Executive has 

any actual or apparent conflicts of interest and, if so, develop appropriate limits for 

the Chief Audit Executive’s activities. 

xxii. Directing the Chief Audit Executive to structure the internal audit function so that it 

is appropriately designed, independent, and objective, and that it effectively 

identifies and oversees risk. Overseeing internal audit activities, including 

reviewing the internal audit department charter annually and approving the charter 

at least every three years or whenever substantive changes are made. 

xxiii. Discussing with the Chief Audit Executive and the external auditor the 

appropriateness of the internal audit function’s scope, including a review of the 

annual internal audit plan and budget, the adequacy of staffing, resource plan, 

activities, independence, and organizational structure for the internal audit 

department, and whether there are any restrictions or limitations on the 

department. Approving the annual internal audit plan and budget and any 

significant changes to either. Approving the annual goals established for the 

internal audit department for compensation purposes which should reflect actions 

and outcomes within the control or influence of the Chief Audit Executive and an 

appropriate focus on internal audit activities, and reviewing the extent to which the 

department has achieved such goals. 

xxiv. Obtaining periodic reports from the Chief Audit Executive regarding internal audit 

findings, including control weaknesses, related risk exposures, and the 

Company's progress on remedial actions. Overseeing the process by which 

issues that are reported by the Chief Audit Executive are promptly addressed and 

satisfactorily resolved by management. Monitoring the requirement that 

management timely remediates audit issues. 

xxv. At least once per year, reviewing the performance of the Chief Audit Executive 

and, after consulting with the Compensation and Human Capital Committee, 

approving the Chief Audit Executive’s annual compensation and any salary 

adjustments subject to final approval of the Board. Discussing with the external 

auditor the performance of the internal audit function. 

xxvi. Annually reviewing and approving the Internal Audit Policy and associated 

Standards (as defined in Fannie Mae’s internal documentation), which, 

collectively, constitute Internal Audit’s audit methodology, and any significant 

changes thereto. 

xxvii. Reviewing the effectiveness of the internal audit function, including conformance 

with The Institute of Internal Auditors' mandatory guidance including the Core 

Principles for the Professional Practice of Internal Auditing, Definition of Internal 

Auditing, Code of Ethics and the IIA Standards. 
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Compliance Oversight Responsibilities 

xxviii. Overseeing, with regard to the Company’s legal and regulatory compliance and 

associated programs, the hiring, performance, and termination of the Chief 

Compliance Officer, who shall report directly to the Chief Executive Officer and 

independently to the Committee. The officer holding the Chief Compliance Officer 

role may have responsibilities outside the scope of legal and regulatory compliance 

and associated programs. 

xxix. Receiving periodic reports from the Chief Compliance Officer regarding complaints 

and investigations involving accounting and financial fraud, the adequacy of the 

Company’s compliance policies and procedures, including compliance with the 

policies and procedures and any recommendations of the Chief Compliance Officer 

for revising such policies and procedures. 

xxx. At least once per year, reviewing the performance of the Chief Compliance Officer 

with regard to the Company’s legal and regulatory compliance and associated 

programs and, after consulting with the Compensation and Human Capital 

Committee, approving the Chief Compliance Officer’s compensation and any 

salary adjustments subject to final approval of the Board. 

xxxi. Establishing and overseeing procedures for the receipt, retention and treatment of 

complaints received by the Company regarding accounting, internal accounting 

controls or auditing matters, including procedures for confidential, anonymous 

submission of concerns by employees regarding accounting or auditing matters. 

xxxii. Overseeing the Company’s legal and regulatory compliance and associated 

programs, including ethics, investigations, privacy, antifraud, regulatory 

relationships, and policy administration. 

xxxiii. Approving the annual goals established for the compliance department for 

compensation purposes and reviewing the extent to which the department has 

achieved such goals. 

xxxiv. Overseeing the Company’s response to any regulatory examination or inquiry. 

xxxv. Meeting with representatives from the FHFA, as required. 

Additional Duty 

xxxvi. Annually evaluating the performance of the Committee. Reviewing the adequacy 

of the Committee charter at least annually, submitting any recommended changes 

to the Board for approval and submitting the charter to the Board for approval at 

least every three years if no changes are made in the interim. 

Oversight of Required Assessments and Evaluations 

xxxvii. At least once every five years, causing management to conduct an assessment of 

the Company's accounting functions, including, but not limited to, lines of 

reporting, independence of functions, segregation of duties, alignment of functions, 

roles and responsibilities, staff training and qualifications, key person 

dependencies and adequacy of resources; and engaging an external auditor to 
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attest to and report on the management assessment to the Board, senior 

management and the Office of the Chief Accountant of FHFA (the "FHFA Chief 

Accountant"). 

xxxviii. At least once every two years, causing an independent consultant or accounting 

firm to conduct a targeted evaluation of one or more accounting policy areas of the 

Company, such as, but not limited to, derivatives, securitizations, and 

amortization of premium and discount, and report its findings to the Board, senior 

management and the FHFA Chief Accountant. 

5. Outside Advisors. Subject to the Conservator’s approval, the Committee shall have the 

authority to retain and terminate such outside counsel as it deems appropriate to assist it 

in the full performance of its functions. The Committee shall also have sole authority and 

adequate resources to engage and retain accountants, experts, and other advisors as it 

deems appropriate to assist the Committee in the full performance of its functions. The 

Company shall provide for appropriate funding, as determined by the Committee, for 

payment of compensation to any advisor retained by the Committee and payment for other 

ordinary administrative expenses of the Committee that are necessary or appropriate in 

carrying out its duties. 

6. Meetings. 

i. General. The Committee shall meet as often as may be deemed necessary or 

appropriate in its judgment, but not less than six times per year, either in person 

or by means of a conference call or similar communications equipment providing 

a means by which all persons participating in the meeting can hear each other, 

and at such times and places as the Committee shall determine. 

ii. Executive Session. The Committee shall meet separately in executive session, 

periodically, with the Chief Financial Officer, the Chief Audit Executive, the Chief 

Compliance Officer, the external auditors, and any other member of the 

Company’s management team, as deemed necessary. 

7. Reports and Shared Oversight. 

i. Risk Policy and Capital Committee. At least once per year, the Committee 

shall meet in joint session with the Risk Policy and Capital Committee, which 

has primary responsibility for such matters, to receive an enterprise risk 

oversight report from the Chief Risk Officer and to review and discuss the 

Corporation's policies with respect to risk assessment and risk management. 

ii. Board of Directors. The Committee shall make regular reports to the Board on 

the Committee's activities. These reports generally shall occur at the next 

Board meeting following each Committee meeting or at such other times as 

the Committee deems appropriate. 

8. Subcommittees. In its discretion, the Committee may establish and delegate 

responsibilities to subcommittees consisting of one or more members, who shall report 

on their activities to the Committee. 
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Charter Last Approved: September 6, 2023