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MINUTES (
. BOARD ~F
TRUSTEES MEETING \
PAPER INDUSTRY UNION-MANAGEMENT PENSION FUN
held at
THE BREAKERS RESORT
PALl\1::BEAcH, FLORIDA
MARCH 20-23, 1995

r. CALL TO ORDER: ROLL CALL

Mr. Wayne E. Glenn, Chai rm an, called the meeting to order at 8:50 a.m., on Monday, March 20,
\995. The Chairman then called the roll,

The Trustees pre sent were:

Messrs. Joe J. Bradshaw, Wayne E. Glenn, Fran Pothier, Joseph Russo', Mario Scarselletta, Ms.
Gayle Sparapani and Jim Wright.

Absent from the meet ing :

Mr. Daniel Girvan.

Also present were:

Mr. Frank Kelly. Fund Administrative Manager; Maria Wieck, Fund Financial Officer; Steve
Dohrmann, Fund Consultant; Messrs. Charles Maresca and Mike Kaplan", of the Segal Company;
Barry Slevin, Esq., of Slevin & Hart, P.c., Fund Counsel.
'"Mike Kaplan was absent on March. 21. 1995.

IJ. MINUTES OF PRECEDING 1\fEETING.

The Minutes of the meeting held on August 29-30, 1994, having been previously distributed, were
reviewed by the Trustees .

Motion was made, seconded and

unanimously adopted to approve
the minutes oftbe meeting held
on August 29-30, 1994.

GOVERNMENT
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EXHIBIT
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add some incremental returns, not pu t the Fund at risk. It was noted that a few ba nks had
sustained loses in their securities lend ing pro gram . Some had made up the loses for the clients,
other had not. It was not ed that $2 00 million was the average exposu re of the Fund in the lending
program. Aft er considerable discussion o n secu riti es lending, the representatives of the bank were
excused from the meetin g . A synopsis of their investment perfoonance is attached as Exhibit 1.

XX. WRIGHT NESTORS' SERVICE

At this time Messrs, Albert Meric, Ken. Sing er and Joseph Bruno entered the meeting. Th ese
g e n tlemen explained the inve stm ent services th at their com pany could perform for PIUMJ>F.
Wright has bee n in business for over 30 yea rs. It is a privat ely owned company, They only
handl e bus iness investment ma nage ment and research. They have a staff of 62 investment
pro fessionals and 168 full- time employees. OVCI: 55% of their business is in Taft-Hartley funds .
They currently mana ge $3.7 billion .. Th ey have 119 clients. $2.3 billion is with Taft-Hartl ey
funds: They specialize in balanced accounts, equity or fixed income investments. They reviewed
a list of mul ti-e mployer funds they handle.

Their type of managem ent experience provides depende nce 01\ a team approach . Their asset
allocation is disc ussed at senior investment committee level They have a disciplined investm ent
process. Th ey h-ave outstanding profession at teams for equity or fixed income management. They
can allocate within limits set. by Ute Trustees. They can handle shifts in allocations without having
to shift assets among managers. Their lon g- term track record is excellent in both equity, fixed or
balanced. Their management philosophy provides for a dis ciplined- and de pendable methodology.
They only invest in top-quality companies. They also feel that valu e is. outstanding for their
quality an d g row th style: A review of Wright's investment management results is attached to the
minut es as Exhibit J. After their presentation they were excused from the meeting.

XXI. PROVIDENT INVESTMENT COUNSEL

At this time Ms. Paula Ponsetto and Mr. Thomas Condon entered the meeting. The
representatives of this fum explained Provident Investment Counsel was founded in 1951. They
are located in Pasadena, California. They currently manage $14 billion in assets . They rep orted
that they have an outstanding record- in the selection of high quality growth stocks. They
reviewed a list of their clients, which range from Fortune 500 companies to Foundation,
Endowment, Public Retirement Systems, rel igious affiliations and Taft-Hartley funds. Their
investment philosophy focuses on fundamental research, properly controlled, which adds value.
They emphasize strong financial characteristics, which insure focus on growth and quality. Their
investment style is consistency to provide superior long-term investment results.

They reviewed their portfolio review process, which provides for daily reports generated by on-
line management information system, followed-up by a formal weekly review of performance and
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.J xxv. SHIELDS/A LLIANCE

At this time Messrs. Richard Nolan and Frank Caruso e ntered the me eting. It was reported that
at the beginning of 1994 theymanaged a portfolio of $85 million invested in. fixed income
securities. At the Trustees instruction after the March 1994 meeting, they have slowly been
converting the fixed income portfolio to an equity portfolio. Ai; of year end $37.3 million was in
equities; $44.1 million in fixed income for a total of $82 .9 million. For the year the return was
1.3% for the equity; fixed inco me -3.6% for a total return of -2.8%. It was noted" however, that
aft er the first 2 months of the year, the equity portfolio was up 8.6%, and the fixed income sector
had also made up most of its loses. 1994 was a very cautiou s year for investments, and they were
only buying stocks on market weakness. They will continue to tr ansfer the po rtfoli.o in the fut ure
fro m fixed income to an equity basis . As a growth investment manag er, they are loo kingfor
earnings driven securities. A summary on their investments [or fixed income and equities is
att ached as Exhibit M , In addition they review ed th eir inve stments for the Defined Contribution
Pro gram. T he representatives of Shields/Alliance w ere excused fro m the meeting.

X,X V!. L EE •. OBlNSON & STErnE ,

The Trustees reviewed the investment performance o f- L ee. Robinson & Sterne since incepti on,
and specifically their investment returns for the past few years . The T ru stees felt there were
better investment op portu nities ava ilable with other managers in view of the returns of Lee,
Robinson & Steine. After a discussion:

Motion was made, seconded and unanimously

approved to terminate the services of Lee, Robinson
& Steihe as an equity investment manager for
PIU1vfPF irnrriedi ately.

T he Trustees discussed how to distribute the assets from Lee Robinson & Steine, which amount
to approximately $120 million. Trustees discussed a number of ways to handle this, It was
decided that all securities would be sold as soon as possible and' cash be transferred to those
managers chosen by the Trustees to 'manage additional assets. After consideration the Trustees
decided to allocate assets in the following manner. Each manager listed will receive the following
new money:

~ Lazard Freres Asset. Management - $30 million

Cl Northern Trust S & P 500 Index Fund - $40 million
9 Highland Capital Management - $20 million
~ The Trustees decided to hire Wright Investors' Service. This new firm to receive $20 million,
subject to negotiation of a reduced. fee schedule.

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 c The Trustees decided Seligman Henderson will con tinue to manage international investments
and that they will receive an additional $10 million, subject to entering into an investment
management agreement.

Motion was made, seco nded and unanimously

adopted approving the above actions.

Counsel was instructed to prepare new Inv estment Ma nagement Agreemen ts for Wright
I nvestors' and Selig man Henderson since th ey will no longer be connected w it h Lee; Robinson &
St eine. When the portfolio ofLR S is sold, all a ssets are to be placed ill a short-term investm ent
fund with BONY until distribu tio n. T he Fund o ffi ce was instructed to sell the portfolio at the
lowest tra nsaction co st available.

xxvn. ]\irO~Y TRANSFERS-ASSE T

ill view of the realignment of the money managers, it was noted that the only transfer of assets
between money managers will be as follows:

o $480,000 from Weaver Barksdale to the Fund Administrative Account with BONY.
e $720,000 from the Bank ofNew York to the Fund Administrative Account with BONY.

All other tr ansfers VIilI be terminated as of this date.

XXVill. SECURITIES LENDING

The Trustees continued the discussion on securities lending with the Bank of New York.. After
careful consideration:

Motion was made, seconded and unanimously

adopted to put a cap on the securities lending
program of $200 million at anyone time.

This matter will be discussed at the next meeting.

XXIx. NEXTMEETING
The next meeting is scheduled for September 9 - 14, 1995 in Maui, Hawaii .

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