                                 CODE OF VIRGINIA

ADVISORY COMMITTEES TO THE BOARD; MEMBERSHIP; TERMS; QUALIFICATIONS; DUTIES (§
23.1-702)

A. To assist the board in fulfilling its fiduciary duty as trustee of the funds
of the Plan and to assist the chief executive officer in directing, managing,
and administering the Plan&#8217;s assets, the board shall appoint an Investment
Advisory Committee to provide sophisticated, objective, and prudent investment
advice and direction.

   1. Members of the Investment Advisory Committee shall demonstrate extensive
   experience in any one or more of the following areas: domestic or
   international equity or fixed-income securities, cash management, alternative
   investments, institutional real estate investments, or managed futures.

   2. The Investment Advisory Committee shall (i) review, evaluate, and monitor
   investments and investment opportunities; (ii) make appropriate
   recommendations to the board about such investments and investment
   opportunities; (iii) make appropriate recommendations to the board about
   overall asset allocation; and (iv) perform such other duties as the board may
   delegate to the Investment Advisory Committee.

B. To assist the board in fulfilling its responsibilities relating to the
integrity of the Plan&#8217;s financial statements, financial reporting process,
and systems of internal accounting and financial controls, the board shall
appoint an Audit and Actuarial Committee.

   1. Members of the Audit and Actuarial Committee shall demonstrate an
   understanding of generally accepted accounting principles, generally accepted
   auditing standards, enterprise risk management principles, and financial
   statements, and evidence an ability to assess the general application of such
   principles to the Plan&#8217;s activities. The members should have experience
   in preparing, auditing, analyzing, or evaluating financial statements of the
   same complexity as those of the Plan, and an understanding of internal
   controls and procedures for financial reporting.

   2. In order to establish and maintain its effectiveness and independence, the
   following individuals shall not be members of the Audit and Actuarial
   Committee: (i) current Plan employees; (ii) individuals who have been
   employees of the Plan in any of the prior three fiscal years; and (iii)
   immediate family members of an individual currently employed as an officer of
   the Plan or who has been employed in such a capacity within the past three
   fiscal years.

   3. The Audit and Actuarial Committee shall (i) review, examine, and monitor
   the Plan&#8217;s accounting and financial reporting processes and systems of
   internal controls; (ii) review and examine financial statements and financial
   disclosures and discuss any findings with the Plan&#8217;s senior management;
   (iii) make appropriate recommendations and reports to the board; (iv) monitor
   the Plan&#8217;s external audit function by (a) participating in the
   retention, review, and discharge of independent auditors; (b) discussing the
   Plan&#8217;s financial statements and accounting policies with independent
   auditors; and (c) reviewing the independence of independent auditors; and (v)
   perform such other duties as the board may delegate to the Audit and Actuarial
   Committee.

C. The board may appoint such other advisory committees as it deems necessary
and shall set the qualifications for members of any such advisory committee by
resolution.

D. Advisory committee members shall serve at the pleasure of the board and may
be removed by a majority vote of the board.

E. Members of advisory committees shall receive no compensation but shall be
reimbursed for actual expenses incurred in the performance of their duties.

F. The disclosure requirements of subsection B of &#xA7; 2.2-3114 shall apply to
each member of any advisory committee established pursuant to this section who
is not also a board member.

G. The recommendations of an advisory committee are not binding upon the board
or the designee appointed by the board to make investment decisions pursuant to
subsections A and B of &#xA7; 23.1-706.

HISTORY: 2009, cc. 827, § 23-38.79:1, 845; 2011, cc. 18, 26; 2016, c. 588.