Columbus, Georgia

Georgia's First Consolidated Government

Post Office Box 1340
Columbus, Georgia, 31902-1340
(706) 653-4013
fax (706) 653-4016

Council Members

MINUTES OF THE

BOARD OF TRUSTEES MEETING OF THE

COLUMBUS GEORGIA EMPLOYEES' PENSION PLAN





November 1, 2006





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

Plan was held November 1, 2006 at 2:00 P.M. in the Mayor?s Conference Room.





PRESIDING: Mayor Robert S. Poydasheff, Chairman





PRESENT: Pam Hodge, Interim Finance Director; Franklyn Lambert,

Trustee; Mary Strozier-Weaver, Trustee; Col. R. George Plummer, Trustee; Joe

Smith, Co-Chairman; Richard Swift, (Smith Barney) and AngelaCole, Revenue

Manager





ABSENT: Isaiah Hugley, City Manager; Joe Smith, Trustee; Tom Barron,

Human Resources





GUESTS: Mr. Peter Miklos, Evergreen Investments











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

Secretary, recorded the attendance.



MINUTES OF THE PREVIOUS MEETING:



The minutes from the October 4, 2006 meeting was presented for Approval. A

motion was made by Mr. Franklyn Lambert and seconded by Ms. Mary

Strozier-Weaver to accept the minutes as submitted. The vote was unanimous.





INVESTMENT UPDATE:



Quarterly Report (Mr. Richard Swift)



Mayor Poyasheff stated that he has a legal opinion from the City Attorney

stating that the $17,000,000 can be counted and that the fund is not in

violation.



Mr. Swift began his report by stating that what the Mayor was referring to is,

to be considered a large return retirement system, one of the qualifications is

that the un-funded liability may not exceed 25% of the assets in the plan. At

the current level, it?s very tight, but if the $17,000,000 is included in the

plan then the question is can these funds actually be used. The opinion from

the City Attorney states it is his opinion ?that the contribution to the

Pension Fund for 2006-2007 may be included in the total asset number as long as

it is deposited with other investment funds. Section 47-20-81 states that the

term ?fund? shall include any pool of such funds for investment purposes?.



Richard informed the board that the reason Henry Swift was not at the meeting

was his mother is ill and he was in Florida with her. Referring to the memo

stating that Henry Swift would be taking on a different role, Richard stated he

is looking forward to continuing with the work of the pension plan. The

recommendation has been that a gentleman named David Cartledge come in and

assist Richard with management of the plan. Mr. Cartledge has been with Smith

Barney for 30 years, he brings a lot of experience to the table. He works

primarily with money managers and Richard feels he will be a real asset to the

team working on the pension plan. Mr. Cartledge will be formally introduced to

the board at the January meeting. The report for the quarter from 06/30/06 to

09/29/06 indicates that the S&P moved higher, from1270 to 1355 and then again

for the period from 09/29/06 to 10/30/06, moved higher from 1355 to 1377. In

the bond market the rates moved lower indicating a stronger bond market and

then, since the end of quarter, it basically has gone side ways. It moved from

5.13% on 06/30/06 to 4.63% on 09/29/06 and from 09/29/06 to 10/30/06 it moved

from 4.63% to 4.67%.



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

under-performed the benchmark. Evergreen beat the benchmark and will talk more

about fixed income in their presentation.



The growth managers, Rittenhouse was up 7.36% vs. the Russell Growth at 3.93%,

a big quarter for Rittenhouse. Trusco was up at 5.27% vs. Russell 1000 growth

at 3.93%. Santa Barbara was down at 3.06% vs. Russell 1000 growth at 3.93%.

Richard stated that he feels the board needs to keep a very close watch on

Santa Barbara at this time. The total growth with Rittenhouse and Trusco

having such a good quarter are up 5.75% vs. 3.93%.



The value managers, Deutsche Asset was down 5.78% vs. 6.21% on the Russell

Value and 5.66% for the S&P, they continue to under-perform. The board needs

to talk about Deutsche, there have been numerous conversations with Tom Sassi

about their performance lagging behind and why they continue to under perform.

Spears Grisanti are in line with the benchmark. The trailing twelve is weak

but their since inception is good. Total value, missing the benchmark by about

27 basis points for the quarter, not terrible but would like to see better

performances.



The large core managers, Madison had a big quarter, up 7.78% vs. the S&P at

5.66%. Trailing twelve, above and their since inception, still missing.

Richard went on to say that when Madison was hired they got off to a very slow

start, Madison and Knott were hired at the same time and he stated that he

would talk more about that later in his presentation. Knott, for the quarter,

was at 1.84% vs. S&P at 5.66%, the trailing twelve months was 5.68% vs. 10.78%

and since inception they were about the same as Madison. What happened with

Knott was that their performance came at the start but now Madison is seems to

be taking off. Richard indicated that he is not pleased at all with Knott and

will talk about that later in the presentation.

He stated that one thing he wanted to bring to the board?s attention was, that

the ?since inception? number for the total core. Even though both managers

were up in excess of 10%, the total space was up only 8.85%. Richard stated

that it is a flow of funds issue and that he has a chart in his report to talk

about it.



Last, the international manager, Lazard, was at 3.19% vs. MSCI EAFE at 3.93%,

so below the benchmark, below on the trailing twelve and below since inception,

but over the long term they?ve done a good job for the fund. We need to see a

little more out-performance from Lazard. These numbers are a combination of

their small cap and the emerging market, indicating that Lazard needs to be

watched, as well.



The combined fixed for the total portfolio was 2.87% vs. 3.19%. The total

equity was 5.29% vs. 5.15%. The total fund was up 4.31%. Richard confirmed

that the asset allocation is truly 55%/45% and that includes the cash held by

the managers.



Interim Report (Richard Swift)



There is no good news on the interim report, we are measuring 30 days worth of

performance, this is basically the first month in the fourth quarter, so coming

off a 3rd quarter where the total final was basically in line with the indexes

where we had a little out-performances from the equity managers and a little

under-performance from the fixed income managers. The first month of the

fourth quarter has been good on an absolute basis, meaning that we?ve made

money, however, relevant to the benchmark we?ve been off, so there?s some work

to do in terms of our relevant performance.



Our fixed income managers were up 23 basis points. The growth managers, Santa

Barbara, Trusco and Rittenhouse, they?re up 2.37% vs. 3.45% for the benchmark.

The value managers are up 2.53% vs. 3.17%. The core managers were up 1.85% vs.

3.15%, again Knott dragging the crunch. The international manager, up 3.60%

vs. 4.17% and the total fixed was up 23 basis points, combined equity up

2.45%. The total city account was up 1.58% for the month, this is about $3

million dollars. Closing balance is $196,565 million dollars. He stated they

were not pleased with this report and hopefully the next two months will be

better relative to the benchmarks.



The Mayor asked if maybe the board should write some letters?



Richard stated that he is really concerned about Knott and he doesn?t want to

sit on this issue like with Rittenhouse. What he would like to do is have them

come down in December and meet with the sub-committee. Knott is different from

any manager the board has ever contracted with in that they are a top-down

manager, which means they look at the economic conditions before they make any

decisions.



The Mayor said to get them down for a conference with the sub-committee.



One of the biggest concerns with Rittenhouse has been with their personnel.

Smith Barney downgraded them or actually put them on watch because they were

concerned about some personnel issues. It didn?t look like the contract for

John Waterman, who is one of the key personnel, was going to be renewed but a

letter from Mr. Vincent McNichols was received stating that Mr. Waterman?s role

in the company has not changed.

Secondly, included in the report packet is an email from Mr. Peter Schofield of

Knott Capital with their reasons for being so far off the benchmark. One of

those reasons is that they are holding 20% in cash. Everyone was appalled at

this positioning on the part of Knott Capital. There was a 100% total

consensus to have Knott down for a meeting with the sub-committee.



Third, using a chart prepared by the Atlanta staff, Richard demonstrated how

each manager; Knott and Madison had performed from month to month beginning in

July 2005 through September 2006. Even though the annualized return was 8.85%,

each manager performed basically evenly through this entire time span and both

were up over 10% vs. their benchmarks.



Lastly, was the Key Stock Market Index Returns chart as of September 30, 2006.

Over the 3rd quarter and year to date, it basically shows that large cap stocks

have finally started to kick in. The S&P 500 and the Dow Jones Industrials

have out performed for the most part over the 3rd quarter and over the past

five years the mid-caps and small-caps were the best performing assets. He is

not sure whether the market has turned and won?t know until later, but it seems

that it has, which is good news.



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): Evergreen Investments



There was a scheduling conflict and the representative from Spears, Grisanti

and Brown could not be here for their presentation.



Mr. Peter V. Miklos was introduced at this time and presented his report along

the following outline:



Capital Markets Overview

? Economic Review/Outlook

? Capital Markets Performance Summary

? Fixed Income Review

? Treasury Market Performance

? Bond Sector Performance

? Performance by Credit Rating



Investment Objective

? Investment Policy



Portfolio Review

? Portfolio Summary

? Portfolio Reconciliation

? Investment Performance



Fixed Income Analysis

? Listing of Holdings by Madison

Fixed Income Analysis

? Portfolio Review

Sector Allocation

Duration Distribution

? Strategy and Outlook

Portfolio Characteristics

Quality Distribution



Bond Market Outlook

? Fixed Income Market Outlook



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





OLD BUSINESS:



a. Investment Committee Update: (Richard Swift)



There was not a report for this meeting.





NEW BUSINESS:



None





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



The next regular meeting is scheduled for January 3, 2007 at 2:00 p.m. in the

Mayor?s Conference Room. The guest speaker(s) will be from Trusco Capital.





_______Julia A. Rasch ____

Julia A. Rasch

Recording Secretary

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