AMENDED AND RESTATED BOARD GOVERNANCE POLICY

Approved June 29, 2005

A. Governing Style

The Board of Trustees of Ohio Police & Fire Pension Fund ("OP&F") has been entrusted with the funds and expectations of its members and has the duty to govern in OP&F's best interests. The Board of Trustees will remain mindful of its obligation to create and support OP&F's mission and the vision to move OP&F forward in the future. The Board of Trustees will concentrate on providing strategic leadership and inspiration for the achievement of the purposes of OP&F. It will act as a single Board of Trustees and not as individual members in carrying out its duties. In this spirit, the Board of Trustees will:

1. Concentrate on the achievement of its core obligation and not on the administrative or programmatic means to attain them,

2. Establish the broadest policy based upon the most fundamental values and perspectives of the organization,

3. Do all that is necessary to ensure that the members of the Board remain mindful of their obligations to the Board in order to allow it to govern in accordance with the policy it has established.

4. Remain accountable to the membership, the legislature and the public for the accomplishment of its obligations under its public trust. No officer, committee or individual member of the Board shall hinder the Board's fulfillment of this commitment or appropriate this role to himself and not the Board of Trustees.

5. Acquire the training and development necessary and appropriate for the completion of its duties.

6. Remain aware of the changing needs of OP&F and its members and develop policy to meet those changing needs.

7. Regularly evaluate its own performance prior to its annual review of the Executive Director's performance. Board performance will be assessed against the criteria established in the governance policy and will include an assessment of its compliance with the Board policy and an assessment of the effectiveness of the policy.

8. Regularly review this Board Governance Policy every July along with a review of the committee charters by the applicable committee.

9. Develop an in-house training program and maintain a continuous review of outside educational programs available for Trustees and recommend particular programs for its members. A training evaluation form along with a copy of the conference agenda should be submitted with the travel reimbursement package.

10. The board will schedule biennial ethics training as part of their overall Trustee development.

B. Trustee Development

Each Trustee shall be responsible for preparing himself or herself to undertake the responsibilities and carry out the duties of the office, as more fully described by the following:

1. Each Trustee will acquire the level of knowledge necessary to enable him or her to perform the duties of the office in an informed and competent manner and to meet his or her fiduciary obligations.

2. The Board Trustees will maintain memberships, corporate or individual, in those organizations and groups determined by the Board to be suitable for OP&F.

3. The Board will develop an education program jointly with the other Ohio systems, with the program submitted to the Ohio Retirement Study Council. Newly elected Board members are to complete an orientation program within 90 days of election or appointment. Each Board Trustee who has served a year or longer as a Board Trustee should participate in the continuing education component of the retirement board trustee program at least twice per year.

4. Any new member of the Board of Trustees will undergo an internal orientation within OP&F, which shall include a thorough review and briefing of the policy-making role of the Board and its role in the oversight and governance of OP&F, among other things.

5. Submit the requested training evaluation form to assist with Trustee educational requirements.

C. Board Officers and Offices

1.Chairman, Vice-Chair, and Chair-Elect

There shall be a Chairman, a Vice-Chair, and a Chair-Elect, all of whom are elected by the members of the Board of Trustees. The Chairman and Chair-Elect shall be nominated from the "employee members" of the Board and the Vice-Chair shall be nominated from the "retiree members" of the Board. A Board trustee must have served at least one full year as a member of the Board to be eligible for election to the position of Chairman, Vice-Chair or Chair-Elect, subject to the other provisions of this Section.

Elections to these positions shall be held every year in June, except that the election of the incoming Chairman shall not be required if the person who served as the Chair-Elect was elected according to the terms of this Governance Policy. In such cases, the Chair- Elect shall automatically become the Chairman immediately following the expiration of the current Chairman's term of office on the Thursday following the last Board meeting in May.

Since the Board has established a rotation in the Chairman and Chair-Elect positions, when the Chairman is a police officer, the Chair-Elect shall be a firefighter. The following year, when the current Chair-Elect who is a firefighter becomes the Chairman, the Chair-Elect will be a police officer so that the Chairman and Chair-Elect positions rotate between police officers and firefighters. In the event that there is not an eligible trustee to fill the Chair-Elect position, the position shall be elected from the remaining eligible members of the Board.

To be elected as the Chairman (except as otherwise provided above), the Vice-Chair, and Chair-Elect, as the case may be, a Board trustee must receive a majority of the votes of the entire Board. In the event no candidate for the position of Chairman or Chair-Elect receives the required majority, a run-off election shall be conducted between the candidates receiving the highest number of votes until only two candidates remain. A run-off election shall then be conducted between these two candidates.

The Chairman may not transfer his authority or duties to another, except as otherwise provided in this Section C. In the absence of the Chairman for any Board meetings, the Vice-Chairman shall be the temporary Chairman for that meeting only. In the absence of both the Chairman and Vice-Chair, the Chair-Elect shall serve as the temporary Chairman for that meeting only.

Any vacancy of the employee member who serves as the Chairman shall result in the Chair-Elect becoming the Chairman for the balance of the remaining term and the next year for which he was already elected to succeed as Chairman. For purposes of determining whether a vacancy exists, the provisions of Ohio Revised Code Section 742.05 shall prevail.

2.Chair-Elect's Duties and Authority

The Chair-Elect shall act in the absence of the Chairman and the Vice-Chair for any Board meeting. The Chair-Elect shall also prepare for assuming the position of the Chairman.

D. Code of Conduct

Board trustees shall follow the OP&F Ethics Policy approved May 25, 2005, which incorporated ethics requirements, established by the Ohio Ethics Commission.

Board trustees shall also follow guidelines established in Administrative Rule 742-16-01 (A-C) and further detailed in the OP&F Travel Policy approved on October 15, 2003 for travel relating to OP&F business.

Board trustees may not attempt to exercise individual authority over OP&F, the Executive Director or OP&F staff members, except as authorized and established through formal Board action. Board trustees must recognize the lack of individual authority in any Board trustee or group of Board trustees and understand that the authority of the Board rests with the Board, as a whole, and that only the Board may authorize the delegation of its authority. In furtherance thereof, the Board trustee should inform the Executive Director of any meetings involving OP&F business that is held with outsiders when OP&F staff is not involved in such meetings.

In interaction with members of the public, the press, and other entities, Board trustees may represent as the policy or the position of the Board, only those policies and positions of the Board, which have been adopted or approved by formal Board action. Board trustees may not commit the Board or Fund to policy or legislative positions, unless authorized to do so by the Board action taken in an official meeting. The Board of Trustees recognizes the need for its members to communicate with their constituencies and represent their positions. When expressing an opinion or position that dissents from or is at variance with the formal Board opinion or position, a Board trustee must be careful to represent it in such a way that it is not construed as the position or policy of the Board or OP&F.

Board trustees are required by Senate Bill 133 to disclose anything of value received from an agent/vendor. This information will be submitted to the OP&F internal auditor for submission annually to the Ethics Commission on a date and form established by the Commission

Any trustee who fails to attend three consecutive Board meetings, without a valid excuse, is considered to have resigned from the Board. In these cases, the Board is required to declare the Trustee's office vacated and a vacancy exists as of the date of the resolution.

The Ohio Public Records and Open Meeting laws apply to OP&F so proper notices must be given along with conducting meetings in public, with the exception of executive session matters.

Civil action by the Attorney General is possible if an OP&F Trustee breaches his/her fiduciary duty to OP&F. The Attorney General may recover damages or be granted injunctive relief, which shall include an injunction of specified activities and the removal of the Trustee from the Board. Any damages awarded shall be paid to OP&F.

E. Committees

1. Establishment of Committees and Powers. The Board of Trustees shall establish committees with such duties as the Board deems necessary from time to time. Each committee shall serve at the pleasure of the Board of Trustees, shall act only in the intervals between meetings of the Board of Trustees and shall be subject to the control and direction of the Trustees.

2. Appointment of Committee Members. The Chairman shall appoint the members of the committee, including a temporary appointment of a trustee who may take the place of any absent member of the committee for purposes of satisfying the quorum requirements or voting requirements for the period stated by the Chairman.

3. The Administration and audit committee shall be made up of three trustees: a retired member, an active employee member and a third member determined by the Chairman. The Committee must select OP&F's Internal Auditor and annually file a report with the ORSC on the accomplishments of the preceding year.

4. The composition of the Disability Committee will include at least one active police officer member, one active firefighter member and a retiree member. This decision will be at the discretion of the Board Chairman.

5. Quorum/Voting. Any committee of the Board of Trustees may act by a majority of its members at a meeting. In light of the foregoing, if a committee is comprised of an equal number of Trustees, a quorum will only exist if more than half of the committee members is present for the meeting, which will include a temporary appointment of a trustee to that committee.

6. Review of Committee Charters. The committee charters shall be reviewed every July to determine whether any changes are necessary.

7. Quorum/Voting. A majority of the number of Trustees fixed by law must be present in person at such meeting in order to constitute a quorum for the transaction of business. The act of a majority of the trustees present at any meeting at which a quorum is present shall be the act of the Board of trustees. In the absence of a quorum, a majority of those present may adjourn a meeting from time to time until a quorum is had. Notice of an adjourned meeting need not be given.