Audit Committee Charter & Checklist GP Natural Resource Partners LLC Purpose The Audit Committee (the “Committee”) is appointed by the Board of Directors of GP Natural Resource Partners LLC (the “Company”) to serve as an independent and objective party to:  · oversee the quality and integrity of the financial statements, reports and other financial information of Natural Resource Partners L.P. (the “Partnership”) that  the Partnership provides to any governmental body or to the public;   · oversee the Partnership’s compliance with legal and regulatory requirements;   · oversee the independent public accountant’s qualifications and independence;   · oversee the performance of the independent public accountants;   · oversee the performance of the internal audit functions of the Partnership and the Company; · oversee the Partnership’s systems of internal controls regarding finance, accounting, legal compliance and ethics that management and the Board of Directors have established; · prepare on an annual basis a Report of the Audit Committee for inclusion in the Partnership’s annual report on Form 10-K; · provide an open avenue of communication among the independent public accountants, financial and senior management, the personnel responsible for internal audit functions, and the Board of Directors, always emphasizing that the independent public accountants are accountable to the Committee; and   · perform such other duties as are directed by the Board of Directors and report regularly to the Board of Directors.    Consistent with this purpose, the Committee should encourage continuous improvement of, and should foster adherence to, the Partnership’s policies, procedures and practices at all levels. Committee Membership The Committee shall be comprised of three or more Directors, as recommended by the Compensation, Nominating and Governance Committee and approved by the Board of Directors.  The members of the Committee shall be recommended by the Compensation, Nominating and Governance Committee and elected by the Board of Directors annually and shall serve until their successors shall be duly elected and qualified.  Each member shall meet the independence and experience requirements of (i) the New York Stock Exchange (the “NYSE”), (ii) Section 10A(m)(3) of the Securities Exchange Act of 1934  and (iii) applicable regulations of the Securities and Exchange Commission (the “SEC”) .  Accordingly, the Compensation, Nominating and Governance Committee shall determine annually whether each member is free from any relationship that may interfere with his or her independence from management, the Company and the Partnership.  No member shall serve on an audit committee of more than two other public companies without approval by the Board of Directors.  The Board of Directors may remove or replace the chairperson and any other member of the Committee at any time.    Each member shall be financially literate, and at least one member shall be a “financial expert” as defined from time to time by applicable regulations of the SEC.  Members of the Committee may enhance their familiarity with finance and accounting principals by participating in educational programs that the Company, the Partnership or an outside consultant conducts.     Notwithstanding the foregoing membership requirements, no action of the Committee shall be invalid by reason of any such requirement not being met at the time such action is taken.    Accountability of the Independent Public Accountants The independent public accountants are accountable to the Committee and shall report directly to the Committee.  The Committee shall have the sole authority and responsibility with respect to the selection, engagement, compensation, oversight, evaluation and, where appropriate, dismissal of the Partnership’s independent public accountants.    Committee Authority and Responsibilities The Committee shall have the authority to take all actions it deems advisable to fulfill its responsibilities and duties.  The Committee shall have the authority to retain special legal counsel, accounting experts, or other consultants to advise the Committee, which may be the same as or different from the Company’s or the Partnership’s primary legal counsel, accounting experts and other consultants.  The Committee may request any officer or employee of the Company, the Partnership or any of their subsidiaries, the Company’s or the Partnership’s outside legal counsel, and the Company’s or the Partnership’s external auditors to meet with the Committee or any member of the Committee and to provide such information as the Committee deems appropriate.   The General Counsel of the Company shall attend and keep written minutes of Committee meetings unless matters to be discussed make it inappropriate for the General Counsel to be present.  If the General Counsel is excused, a member of the Committee will provide to the General Counsel, minutes of the meeting or information sufficient to prepare minutes. The Committee shall be responsible for the resolution of any disagreements between the independent public accountants and management regarding the Partnership’s financial reporting.    The Partnership shall provide for appropriate funding, as determined by the Committee, for payment of compensation to the independent public accountants employed by the Partnership for the purpose of rendering or issuing an audit report and to any advisers employed by the Committee and payment of ordinary administrative expenses of the Committee.    Additionally, the Committee shall have the duties and responsibilities set forth in the Audit Committee Checklist of Duties and Responsibilities attached hereto and made a part hereof.    Procedures   1. Meetings.  The Committee shall meet at least quarterly before the Partnership files its report on Form 10-Q or Form 10-K, or at the request of its chairperson, two or more members of the Committee, or the Chairman of the Board of Directors.  Meetings may, at the discretion of the Committee, include members of the Company’s management, independent consultants, and such other persons as the Committee or its chairperson may determine.  The Committee may meet in person, by telephone conference call, or in any other manner in which the Board of Directors is permitted to meet under law or the limited liability company agreement of the Company. 2. Quorum and Approval.  A majority of the members of the Committee shall constitute a quorum.  The Committee shall act on the affirmative vote of a majority of members present at a meeting at which a quorum is present.  The Committee may also act by unanimous written consent in lieu of a meeting. 3. Rules.  The Committee may determine additional rules and procedures, including designation of a chairperson pro tempore in the absence of the chairperson, at any meeting thereof. 4. Reports.  The Committee shall make regular reports to the Board of Directors, directly or through the chairperson. 5. Review of Charter.  Each year the Committee shall review the need for changes in this Charter.  The Committee shall report the results of the review to the Board of Directors and, if necessary, recommend any proposed changes to the Compensation, Governance and Nominating Committee and the Board of Directors for approval. 6. Performance Review.  Each year the Committee shall review and evaluate its own performance and shall submit itself to the review and evaluation of the Compensation, Governance and Nominating Committee. 7. Fees.  Each member of the Committee shall be paid the fee set by the Board of Directors for his or her services as a member of, or chairperson of, the Committee.   Limitation of Committee's Role While the Committee has the responsibilities and powers set forth in this Charter, it is not the duty of the Committee to establish the systems of internal controls, to plan or conduct audits or to determine that the Partnership's financial statements and disclosures are complete and accurate and are in accordance with generally accepted accounting principles and applicable rules and regulations. These are the responsibilities of management and the independent public accountants. AUDIT COMMITTEE CHECKLIST OF DUTIES AND RESPONSIBILITIES INDEPENDENT PUBLIC ACCOUNTANTS Task/Responsibility Quarterly Annually As Needed Annually select and engage the Partnership’s independent public accountants retained to audit the financial statements of the Partnership and determine if the independent public accountants have followed the mandatory rotation policies.        X   Review the performance of the independent public accountants, including the lead audit partner, and discharge the independent public accountants or remove the lead audit partner when circumstances warrant.        X   X Meet with the independent public accountants prior to the audit to discuss the planning and staffing of the audit.  Review and approve the plan and scope of the independent public accountants’ audit, non-audit services and related fees as set forth in the Partnership’s pre-approval policy.      X X Review the status of the independent public accountants’ audit, non-audit services and related fees, and approve changes in the scope of the engagement as necessary. X   X Review the policies for the employment of employees or former employees of the Partnership’s independent public accountants.        X   Periodically obtain and review a report from the independent public accountants regarding all relationships between the independent public accountants and the Company and the Partnership that may influence the independent public accountants’ objectivity and independence, and discuss such report with the independent public accountants.  The Committee shall also recommend any appropriate action to the Board of Directors in response to the written report necessary to satisfy itself of the independence and objectivity of the independent public accountants.          X     REVIEW Task/Responsibility Quarterly Annually As Needed Oversee and review the Company’s and Partnership’s control process for reviewing and approving their transactions and accounting (the “internal audit function”).   X       X Review the termination or replacement by management of personnel that perform the internal audit function, including any third party contracted with to perform the internal audit function (each, as applicable, the “internal auditors”).        X Periodically meet with the internal auditors and review with them their regular internal audit function reports to management and the progress of activities and any findings of major significance stemming from internal audits.     X Discuss with management and the independent public accountants the Partnership’s quarterly or annual financial information prior to the filing of the Partnership’s Quarterly Report on Form 10-Q and Annual Report on Form 10-K, as the case may be, or prior to the release of earnings X X   Discuss with financial management the Partnership’s earnings releases, including the use of non-GAAP financial matters, as well as financial information and earnings guidance, if any, provided to analysts or rating agencies.   X X   Discuss with management and the independent public accountants the disclosures made in management’s discussion and analysis of financial condition and results of operations in any of the Partnership’s reports on Form 10-Q or Form 10-K.    X X   Discuss with management and the independent auditor the effect of regulatory and accounting initiatives as well as off-balance sheet structures on the Partnership’s financial statements. X   X Upon completion of any annual audit, meet separately with the independent public accountants and management and review the Partnership’s financial statements and related notes, the results of their audit, any report or opinion rendered in connection therewith, any significant difficulties encountered during the course of the audit, including any restrictions on the scope of work or access to required information, any significant disagreements with management concerning accounting or disclosure matters and any significant adjustment proposed by the independent public accountants.    X   Regularly review with the Partnership’s independent public accountants any audit problems or difficulties and management’s response including discussions with the independent public accountant’s national office regarding any questions referred to them concerning audit quality or consistency.   X X Review and consider with the independent public accountants and management the matters required to be discussed by Statement of Auditing Standards No. 61.  Based on the foregoing review, make its recommendation to the Board of Directors as to the inclusion of the Partnership’s audited financial statements in the Partnership’s annual report on Form 10-K.   X   Review any disclosures provided by the Chief Executive Officer or the Chief Financial Officer to the Committee regarding significant deficiencies in the design or operation of internal controls which could adversely affect the Partnership’s ability to record, process, summarize, and report financial data.    X   X Review with management and the independent public accountants any significant transactions that are not a normal part of the Partnership’s operations and changes, if any, in the Partnership’s accounting principles or their application.   X X Discuss with management and the independent auditor any correspondence with regulators or governmental agencies and any published reports that raise material issues regarding the Partnership’s financial statements or accounting policies. X   X At least annually, obtain and review a report by the independent public accountants describing the firm’s internal quality-control procedures; any material issues raised by the most recent internal quality-control review, or peer or outside review, of the firm, or by any inquiry or investigation by governmental or professional authorities, 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.   Additionally, determine if the independent public accountants have registered with the Public Accounting Oversight Board.   X     FINANCIAL REPORTING PROCESSES Task/Responsibility Quarterly Annually As Needed Periodically discuss separately with management, the independent public accountants and the personnel responsible for the internal audit functions the adequacy and integrity of the Partnership’s accounting policies and procedures and internal accounting controls, the completeness and accuracy of the Partnership’s financial disclosure and the extent to which major recommendations made by the independent public accountants or the personnel responsible for the internal audit functions have been implemented or resolved.        X           X Consider and approve, if appropriate, major changes to the Partnership’s auditing and accounting principles and practices as suggested by the independent public accountants, management, or the personnel responsible for the internal audit functions.    X   X Review with the independent public accountants, the personnel responsible for the internal audit functions and management the extent to which major changes to the Partnership’s auditing and accounting principles and practices have been implemented.  This review should be conducted at an appropriate time subsequent to implementation of changes, as the Committee decides.      X   X Consider and discuss with management and independent public accountants the criteria used by management in their selection of accounting principles and methods, including critical accounting policies.   X   X PROCESS IMPROVEMENT Task/Responsibility Quarterly Annually As Needed Establish regular and separate systems of reporting to the Committee by each of management, the independent public accountants and the personnel responsible for the internal audit functions regarding any significant judgments made in management’s preparation of the financial statements and the view of each as to appropriateness of such judgments.        X X Conduct annual evaluation with the Board of Directors regarding the performance of the Committee.      X   Discuss with management and the internal auditors policies with respect to risk assessment and risk management.      X   Regularly apprise the Board of Directors, through minutes and special presentations as necessary, of significant developments in the course of performing these duties.  X X X ETHICAL AND LEGAL COMPLIANCE Task/Responsibility Quarterly Annually As Needed Establish procedures for the receipt, retention and treatment of complaints received regarding accounting, internal accounting controls, auditing matters and the confidential, anonymous submissions by employees of concerns regarding questionable accounting or auditing matters.        X   Review any disclosures provided by the Chief Executive Officer or the Chief Financial Officer to the Committee regarding any fraud, including that which involves management or other employees who have a significant role in the Partnership’s internal controls.          X Obtain from the independent auditor assurance that Section 10A(b) (illegal acts) of the Exchange Act has not been implicated. X   X Investigate at its discretion any matter brought to its attention by, without limitation by enumeration, reviewing the books, records and facilities of the Partnership and interviewing Partnership officers or employees.          X Obtain reports from management, the Partnership’s senior internal auditing executive and the independent auditor that the Partnership and its subsidiaries are in conformity with the applicable legal requirements and the Partnership’s Code of Business Conduct and Ethics.  Review reports and disclosures of insider and affiliated party transactions.  Advise the Board with respect to the Partnership’s policies and procedures regarding compliance with applicable laws and regulations and with the Partnership’s Code of Business Conduct and Ethics.   X X Review management’s monitoring of the Partnership’s compliance programs and evaluate whether management has the proper review systems 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.      X   The Chairman of the Committee shall monitor on a weekly basis the private voicemail system established by the Partnership for the purpose of registering anonymous employee complaints.  As appropriate, but no less than on a quarterly basis, the Chairman shall discuss the status of any complaints received with the Committee. X X   Review with the Partnership’s in-house or outside legal counsel any legal matter that could have a significant effect on the Partnership’s financial statements, including the status of pending litigation, taxation matters and other areas of oversight to the legal and compliance area as may be appropriate.    X X   GENERAL Task/Responsibility Quarterly Annually As Needed Perform any other activities consistent with this Charter, the Company’s limited liability company agreement, the Partnership’s Amended and Restated Agreement of Limited Partnership, the rules of the New York Stock Exchange applicable to its listed companies, and governing law as the Committee or the Board of Directors deems necessary or appropriate.          X Review the need for changes in this Charter.  The Committee shall report the results of the review to the Board of Directors and, if necessary, recommend any proposed changes to the Compensation, Governance and Nominating Committee and the Board of Directors for approval.   X   Review and evaluate its own performance and shall submit itself to the review and evaluation of the Compensation, Governance and Nominating Committee.