Columbus, Georgia

Georgia's First Consolidated Government

Post Office Box 1340
Columbus, Georgia, 31902-1340
(706) 653-4013
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Council Members

MINUTES OF THE

BOARD OF TRUSTEES MEETING OF THE

COLUMBUS GEORGIA EMPLOYEES' PENSION PLAN





August 2, 2006





A meeting of the Board of Trustees for the Columbus Georgia Employees? Pension

Plan was held August 2, 2006 at 2:00 P.M. in the Mayor?s Conference Room.





PRESIDING: Mayor Robert S. Poydasheff, Chairman





PRESENT: Isaiah Hugley, City Manager; Angela Cole, Finance Director;

Morton Harris, Trustee; Franklyn Lambert, Trustee; Mary Strozier-Weaver,

Trustee; Alan Rothschild, Trustee; Harvey Milner, Trustee; Joe Smith,

Trustee; Chief Robert Futrell, Trustee; Henry Swift, Vice President (Salomon

Smith Barney), and Richard Swift, (Salomon Smith Barney); and Denise Baxter,

Investment Manager (Finance Department)





ABSENT: None





GUESTS: Mr. Tom Sassi, Managing Director (Deutsche Asset Management)











Mayor Poydasheff called the meeting to order. Ms. Rasch, Recording Secretary,

recorded the attendance.





MINUTES OF THE PREVIOUS MEETING:



The minutes from the June 7, 2006 meeting was presented for Approval. The vote

was unanimous to accept the minutes as submitted.





INVESTMENT UPDATE:



Quartely Report (Mr. Henry Swift)



Mr. Henry Swift referenced the quarterly performance briefly. His main point

to the board was that at the end of the third quarter the fund needed to be up

1% in the fiscal fourth quarter to make the 7.5% actuarial assumption.

Unfortunately the market absolutely collapsed in May and June so instead of

being up 1% the fund went down 1% and the pension fund ended up at 5.63% for

the fiscal year. He stated that he felt it was critical for the board to

understand that the market just simply did not cooperate in the fourth

quarter. Second he made reference to a report that was sent outlining the

performance of all the managers for the last quarter, all the fixed income

managers beat the index, the equity managers were mixed, some did, and some

didn?t. Trusco, for example, beat the index in the growth space and Deutsche

beat the index for the quarter in the value space and Madison Equity beat the

index in the core space, so it was 50/50, some managers beating the index and

some didn?t beat the index. On balance, there wasn?t a great change in the

portfolio.



Interim Report (Mr. Richard Swift)



This report covers from June 5, 2006 to July 31, 2006. Beginning with the S&P

500 chart, there was a slight increase in the equity market, from 1265 to 1276

since the last meeting. The Ten Year Treasury Yield chart reflects a decline

in the yield, from 5.02% to 4.98%.



In the performance report the fixed managers, Synovus, Tattersal and Madison

went from a combined fixed of $73,956 million to $74,458, up 0.68%.



The growth managers, Santa Barbara, Rittenhouse, and Trusco went from a

combined growth of $33,027 million to $31,710 million, down ?0.99% but still

beat the Russell Growth Index at ?1.89%.



The value managers, Deutsche Asset and Spears Grisanti went from a combined

value of $38,872 million to $39,105 million, up 0.60% compared to the Russell

Value at 2.84%.



The core managers, Knott and Madison went from a combined value of $27,064

million to $27,130 million, up 0.24% versus the S&P 500 at up 0.90%.



Last, the international manager, Lazard, the combined value went from $12,320

million, to $12,215 Million, down ?0.85%, compared to the EAFE down at ?0.09%.



The combined fixed for the total portfolio was up 0.68% and the combined equity

was down -0.11% basis points. The total city account went from $184,239

million to $184,618 million an increase of 0.21%.



Mr. Richard Swift, referencing the ?City of Columbus Asset Allocation Study?,

stated that he wanted to report what had been discussed at the asset allocation

or last investment committee meeting and the recommendations that will be

presented to the board today. This report compares the pension funds asset

allocation to that of Smith Barney, it is not a model, but a guide, that can be

used to look at institution asset allocations based on a 60/40 portfolio and to

help establish where the fund stands in terms of the different asset classes.

What the committee focused on at the last meeting was the fact that the fund is

under-weight in the international sector by 15 percentage points. Using that as

a focal point and knowing that according to State Law, that weighting could be

increased to 10%, the committee felt that would be an area some funds could be

added and still be under Smith Barney recommendations. Ms. Cole had mentioned

that there are going to be some funds available to go into the pension plan of

about 2 million dollars. The question is where is the best place to put that

money? If the monies were to be put into the international space, how would the

asset allocation be affected and frankly it doesn?t change it at all.

Therefore, after reviewing the options, the committee felt that if the board is

going to add money to a manager, they felt it should be an area that is

under-weighted, according to Smith Barney, under-weighted according to what can

be put in by State Law and that there was a good strategy going with Lazard.

What does that do to the asset allocation, as it relates to the investment

policy. Using a pie chart in the report, the fixed percentage is 40%, growth

is 17%, value at 21%, core at 14% and international at 8% and how that relates

to what is allowed according to the new investment policy that was just changed.



Another issue was a request that was made by Lazard asking for more flexibility

to go into the Small Cap and the Emerging Markets arena. This happens to be an

area that has been under discussion by the sub-committee, these other asset

classes in which the fund hasn?t been participating. The current agreement

with Lazard is, they are allowed to go up to 10% of their funds in Small Cap,

which they do through Mutual Funds and that restricts them to 90% of their

Large Cap, they are not allow them to enter into the Emerging Markets space.

Lazard actually presented two options, but after review by the investment

committee, the recommendation to the board would be that Lazard be allowed to

have the flexibility to invest up to 40% Large Cap, 30% Small Cap and 30%

Emerging Markets. The subcommittee recommends that the board give them the

flexibility to be there when they think it?s right and they feel like they need

to move back to small cap they can and when they feel like they want to put the

money in the emerging markets they can do that also.



The Mayor asked for a motion to approve the recommendations of the investment

committee? Mr. Lambert made the motion and Mr. Futrell seconded the motion.

The vote was unanimous.



The last thing referenced was a memo was recently sent out on Rittenhouse.

Rittenhouse has been downgraded by Smith Barney and put on their internal watch

list until 12/31/06. Their performance has been sub-par for several years and

the investment committee feels it is prudent to launch a search and at least do

the preliminary work, get the numbers together to get a new manager. In the

end the sub-committee will look at (a) a new manager, (b) the other two growth

managers and really evaluate the space as a whole; should the money Rittenhouse

holds be moved to a new manager or maybe added to what the managers that

currently have that space, Santa Barbara and Trusco hold or a combination or

the decision may be to keep Rittenhouse, but it?s time to get some work done on

Rittenhouse.



The Mayor agreed that the investment committee should definitely do the

evaluation and research for a solution to the problem with Rittenhouse.



A copy of the evaluation reports and the other information presented to the

board is retained in the Finance Director?s Office by the Board Secretary and

is available for review upon request.







PRESENTATION(S): Deutsche Asset Management



Mr. Tom Sassi, Managing Director from Deutsche Asset Management was introduced

at this time and presented his report with the following outline.



Performance Review



? Portfolio Review

? Investment Results



Portfolio Strategy



? Market Overview ? Second Quarter 2006

? Why High Quality, Large Cap Will Outperform

Reversion to mean

More attractive valuation

Interest rate tightening and slowing earnings growth favors high quality stocks

Overseas investors are under-weighted in US equities

Altered hedge fund focus

Heavy cash levels

? Why Mid Caps Outperformed Favorable Factors deteriorating

Overvaluation of large cap in late 1990s

Hedge fund industry growth and focus

Overseas investors reduce exposure to US negatively effecting supply/demand for

large caps

Evolving change in leadership ? favorable factors for mid caps deteriorating

? SP Barra Value vs. Russell 1000 Value (Jun. 1993 to Jun. 2006)

? Reversion to the Mean Likely for Mid Cap Stocks (Jul. 1996 to Jun. 2006)

? Disparity Greatest Between Large and Mid Cap Stocks (Jun. 2004 to Jun. 2005)

? Disparity Between Mid and Large Cap is diminishing (Jun. 2005 to Jun. 2006)

? Disparity diminishing between Mid Cap and Large Cap

Russell 1000 value performance by capitalization

? Russell 1000 Value Returns More Even by Cap Size

Performance by capitalization

? Disparity diminishing between Mid Cap and large Cap

Russell 1000 value performance by S&P quality rating

? Large Cap Value indices

Perspective on mid cap distortion

? Valuation for Mid Cap Stocks Less Attractive

Mid Cap relative strength topping out, earning growth declining, P/E

historically high

? Valuation for Large Cap Stocks more attractive

? Fed tightening & slow earnings growth favors high quality stocks

? Overseas Investors are under-weighted in US Equities

? Large Cap Value

Consistent portfolio characteristics

Attractive earnings growth measures

? Performance vs. Large Cap Value style

? Model Portfolio Holdings

? Model Risk Reward

? Large Cap Value Composite vs. Russell 1000 Value vs. S&P 500

Portfolio Appraisal



Mr. Sassi was thanked for his presentation and was dismissed from the meeting.





OLD BUSINESS:



a. Investment Committee Update: (Richard Swift)



Mr. Richard Swift gave this report following his regular interim report.



b. Actuarial Services RFP:



Ms. Cole stated that it was not quite complete. They are in the final

selection process and before the next meeting a recommendation will be made to

Council.



Appointment of Trustee



The Mayor stated that he had nominated Mr. George ?Roy? Plummer to replace Dan

Gray. At the present time there has been no confirmation and the Mayor stated

that he would follow-up with the Clerk Of Council to ensure that everything was

done to get Mr. Plummer in to confirm his nomination and to get him sworn in

before the next meeting.



d. Death Benefit



Mr. Lambert asked for an update on the Death Benefit tax exemption.



Mr. Harris reported that having completed his research, he feels there is a

good possibility of obtaining a Letter Ruling. He recommended that the city

authorize the application for a private revenue ruling. The cost could run

between $5,000 and $10,000 before the process is complete and there is no

assurance that an approval will be obtained.



The Mayor relayed to Mr. Lambert that he could go back to the retirees and

inform them that one, the issue is being investigated, Ms. Cole is going to be

talking to Mr. Tom Barron, three, the possibilities will be evaluated. If the

possibilities are such that the city can get a favorable ruling then his

personal feeling is that the city will apply because it?s a benefit, but the

board will have to look at the cost benefit analysis.



Mr. Harris said that he has sent the preliminary report to Tom Barron that

there is an opportunity. He thinks the next step would be to decide whether

the board wants to go forward and if they do then some further analysis needs

to be done; have the City Attorney look at the research and then take proposals

on what it would cost.



The Mayor said the issue would have to be brought back to the board for formal

approval, then taken it to City Council.





NEW BUSINESS:



Appointment of new Co-Chairperson



The nomination was made and seconded that Mr. Joe Smith be appointed to

Co-Chairperson. The board elected him unanimously.





With no further business for discussion, the meeting was adjourned.



The next regular meeting is scheduled for September 13, 2006 at 2:00 p.m. in

the Mayor?s Conference Room. The guest speaker(s) will be from Rittenhouse.





_______Julia A. Rasch ____

Julia A. Rasch

Recording Secretary

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