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Minutes of the Archives Partnership Trust Board Meeting

3:30 pm, February 2, 2012
The New York State Archives, Cultural Education Center, 11th Floor Seminar Room, Albany, NY

Board Members Present 

John Hanna, Jr., Chair; Barbara Brinkley, Treasurer; Kathy Ahearn, Stephen Pagano and Jay Summerson.

By Telephone

 George R. Hearst III, Vice Chair; Celine Racine Paquette, Secretary; Kimberly Gilmore, Bronwyn N. Hannon, Harold Iselin, and Gary Smith.

Staff Present

Christine Ward, Chief Executive Officer; Robert Bullock, President;  Jill Rydberg, Assistant Treasurer and Administrative Officer/Director of Prospect Research; and Grazia Yaeger, Manager, Membership and Special Initiatives.

Board Members Excused

Nedda C. Allbray, Tom Birdsey, Harold Holzer, Jack McEneny, Lauren Rachlin, Avi Schick, and Rosemary S. Vietor.

Call to Order

Mr. Hanna called the meeting to order at 3:40p.m.  He welcomed Board members and staff to the meeting, noting the presence of a quorum.

News and Introductions

Mr. Hanna noted the next meeting of the Board is scheduled for March 22, 2012.

Administrative Items (Item 2)

Proposed Resolution for Approval of the Minutes of the October 6, 2011, Board Meeting (Item 2.1)

The next item was a resolution to approve the minutes of the October 6, 2011, Board meeting. Mr. Hanna noted a minor typographical error in the minutes in need of correction but does not require a formal resolution.   The motion to approve the minutes was made by Ms. Brinkley, seconded by Ms. Ahearn, and unanimously passed.

Resolved, That the minutes of the October 6, 2011, Board meeting are hereby approved.

Proposed Resolution for Approval to Amend the Trust’s Investment Guidelines Concerning New York Prudent Management of Institutional Funds Act (NYPMIFA) (Item 2. 3b)

The next item was a resolution to approve amending the Trust’s Investment Guidelines concerning NYPMIFA. Ms. Ward noted that the proposed amendments bring the Investment Guidelines into compliance with the requirements of NYPMIFA, a September 2010 law that sets standards for prudently managing and investing institutional funds including rules for deciding whether to appropriate from, or accumulate, endowment funds and rules that lift or modify donor restrictions on the use of endowment funds. NYPMIFA allows an institution to spend below the historic dollar value of endowment donations made after September 17, 2010, but, for gifts made prior to September 2010, the institution must provide notice to “available” donors, allowing them to opt out of the new rule.  Ms. Ward said the revisions to the Guidelines follow the language of NYPMIFA and guidance provided by the New York State Attorney General’s Charity Bureau and Nixon Peabody LLP Attorneys at Law, and that she had discussions with both Mr. Iselin and Trust Counsel, Scott Fein.  She added that while NYPMIFA broadens the spending powers of non-profit organizations, it has been the Trust’s practice to not dip into endowment principal.  Mr. Fein added that the Attorney General’s office was most impressed by our new guidelines. Ms. Ward reported that the Investment Committee had discussed and reviewed the proposed changes, and at its January 18, 2012, meeting agreed to recommend that  the Board  approve these amendments.  She added that the staff would be presenting a few additional, minor modifications recommended by the Attorney General’s Office that were not received in time for this meeting, at the March Trust Board meeting. The motion to approve amending the Trust’s Investment Guidelines concerning NYPMIFA was made by Mr. Pagano, seconded by Mr. Summerson, and unanimously passed.

Whereas, The New York Prudent Management of Institutional Funds Act, which took effect on September 17, 2010, necessitates changes to the Archives Partnership Trust’s Investment Guidelines; and

Whereas, The resulting proposed Investment Guidelines amendments incorporate the Archives Partnership Trust’s Endowment Use Policy language into Paragraph 6; and

Whereas, The Archives Partnership Trust Board’s Investment Committee, at its January 18, 2012, meeting, approved recommending to the Board that the Trust’s Investment Guidelines, as amended October 6, 2011, be amended to conform to the requirements of the New York Prudent Management of Institutional Funds Act and to incorporate the endowment use language into the new spending policy as Paragraph 6e and thereby discontinue the separate Endowment Use Policy;

Resolved, That the Archives Partnership Trust Board, at its February 2, 2012, meeting, approved amending the Archives Partnership Trust’s Investment Guidelines, as amended October 6, 2011, to conform to the requirements of the New York Prudent Management of Institutional Funds Act and to incorporate the endowment use language into the new spending policy as Paragraph 6e as follows and thereby discontinue the separate Endowment Use Policy:

Archives Partnership Trust Investment Policy and Guidelines

1.        Purpose: 

a)     The purpose of this Investment Policy and Guidelines is to establish a clear understanding of the philosophy and investment objectives for the endowment of the New York State Archives Partnership Trust (Trust) and the standards to be employed by the Investment Committee and the endowment custodian to monitor investment performance

b)    This Investment Policy demands adherence to a long-term goal of balancing short-term distributions in support of the needs of the Trust operations and projects with preservation of the real, inflation-adjusted value of endowment assets.

2.         Scope:  This Investment Policy and Guidelines applies only to those assets commonly referred to as the Endowment Fund

3.        Fiduciary Duty: 

a)     Investments by the Trust will be made in accordance with the provisions of §7(3) of the Archives Partnership Trust Act as amended by Chapter 399 of the laws of 1998 as follows: “Monies in the endowment account and earnings thereon may be invested and reinvested by the Trust Board consistent with the prudent investment standard of Section 11-2.3 of the Estates, Powers and Trust Law and pursuant to the provisions of Section 2925 of the Public Authorities Law.  The Trust Board shall give due consideration to balancing the long-term growth of the endowment, long-term trends of the economy and the needs of Trust operations in the State Archives with the goal that the endowment shall provide a permanent, growing and viable source of funds to fulfill the Trust purposes.”

b)    Investments will also be made in accordance with the provisions of the New York Prudent Management of Institutional Funds Act (NYPMIFA), Article 5-A of the Not-for-Profit Corporation Law.  In seeking to attain the investment objectives set forth in this policy, the Investment Committee shall exercise prudence and appropriate care in accordance with the NYPMIFA which requires that those responsible for managing an institutional fund “manage and invest the fund in good faith and with the care an ordinarily prudent person in a like position would exercise under similar circumstances.”

c)     Standard of Prudence:  NYPMIFA requires consideration of the following factors, if relevant, in managing and investing institutional funds:

    • General economic conditions
    • The possible effect of inflation or deflation
    • The expected tax consequences, if any, of investment decisions or strategies
    • The role that each investment or course of action plays within the overall investment portfolio of the endowment
    • The expected total return from income and the appreciation of investments
    • Other resources of the Trust
    • The needs of the Trust and the endowment to make distributions and to preserve capital

An asset’s special relationship or special value, if any, to the purposes of the Trust.

d)    In addition, NYPMIFA requires that the Trust may incur only those costs that are “appropriate and reasonable in relation to the assets, the purposes of the [Trust], and the skills available to the [Trust],” and must make a reasonable effort to verify facts relevant to the management and investment of the Trust’s endowment funds.

4.        NYPMIFA provides for delegation of management and investment of an institutional fund to an external agent or to an organization’s committee, officers, or employees. 

a)     The Trust Board’s responsibility for administration of the investments is delegated to the Board’s Investment Committee, which shall make decisions concerning the investments and report to the Trust Board consistent with this Investment Policy and Guidelines.

b)    Should the Trust Board choose to delegate administration of the investments to an external agent, NYPMIFA requires that the Board must act in good faith, with the care than an ordinarily prudent person in a like position would exercise in: 

i)     selecting, continuing or terminating an agent, including assessing the agent’s independence including any conflicts of interest such agent has or may have;

ii)    establishing the scope and terms of the delegation, including the payment of compensation, consistent with the purposes of the Trust and the Trust’s endowment fund; and

iii)   monitoring the agent’s performance and compliance with the scope and terms of the delegation.

5.        Authorized Financial Institutions:  The Investment Committee shall be responsible for evaluating the creditworthiness and financial position of financial institutions and dealers, for selecting from among those they have determined appropriate for the Trust’s investment purposes, and if applicable, establish appropriate limits on the amount of investments that can be made with each financial institution or dealer.  Any or all of the following criteria may be used in evaluating and selecting financial institutions and dealers: reputation for quality and reliability, years and amount of experience, prior transactions with the Trust, ratings given by nationally recognized rating organizations, and independence, including any conflicts of interest.  The endowment custodians shall at all times have insurance in favor of the Trust against malfeasance for at least twenty-five million dollars.

6.        Spending policy: 

a)     Spending is defined as funds made available from the endowment for Trust operations and/or programs.

b)    For endowment funds established prior to September 17, 2010, the date NYPMIFA went into effect, the Trust may not appropriate more than the historic dollar value (HDV) of any donation to the endowment unless the donor provides written intent to allow expenditures greater than the HDV.  For endowment funds established on or after September 17, 2010, the Trust may appropriate as much of an endowment fund as the Trust determines subject to the intent of the donor expressed in the gift instrument and is prudent for the uses, benefits, purposes and duration for which the endowment fund is established.  NYPMIFA provides the following factors be considered, if relevant, when making decisions on expenditures from endowment funds:

  • Duration and preservation of the endowment fund
  • Purposes of the Trust and of the endowment fund
  • General economic conditions
  • Possible effect of inflation and deflation
  • Expected total return from income and the appreciation of investments
  • Other resources of the Trust
  • Where appropriate and circumstances would otherwise warrant, alternatives to expenditures from the endowment fund, giving due consideration to the effect that such alternatives may have on the Trust
  • Investment policy of the Trust
c)     The minutes of any meeting of the Trust Board or Board committee where decisions to expend (or to accumulate rather than expend) from the endowment account will include consideration of each of the above factors.

d)    To implement the statutory standard, the Trust Board shall annually at its budget meeting determine the percentage of the endowment that may safely be withdrawn to balance the operational needs of the trust and ensure the future growth of the endowment.  In making such determination, the Trust Board will inform itself of such percentages used by prominent educational and other endowment funds and shall take a multi-year view of the proper percentage.  Accordingly, in any one year, withdrawal may exceed the growth in the endowment for that year, or may be less than the annual growth in the endowment reduced by a standard guide of inflation such as the consumer price index.

e)     The amount of endowment earnings to be used annually to advance the Trust’s mission shall be  a maximum of 5.0% of the average endowment’s fair market values determined quarterly and averaged over a period of 5 years (20 quarters) immediately preceding the year in which the appropriation for expenditure is made, with the expectation that after fundraising less than 5.0% will be withdrawn, and with the provision that unless permitted by donors or NYPMIFA, the amount used will not cause the endowment fund to fall below the historic dollar value of the donations to the endowment fund.

7.        Implementation of the Investment Policy:  Decisions made by the Investment Committee when implementing the investment portfolio are to be guided by NYPMIFA.

8.        Diversification: 

a)     It is the policy of the Trust, to the extent practicable, to diversify its deposits and investments by investment instrument and by maturity.  The cash flow requirements of the endowment and the Special Projects Account will be the primary determining factor in selecting investment securities. Distribution of necessary cash, pursuant to the approved budget, shall not compromise the balance and diversity of the investment portfolio.

b)    The diversity of investments shall be reviewed at each meeting of the Investment Committee, along with a review of investment performance, pursuant to this Investment Policy and Guidelines.

c)     NYPMIFA requires that the Trust’s investments be diversified unless the Trust prudently determines that because of special circumstances, the purposes of the Trust’s endowment account are better served without diversification; and that the Trust review a decision not to diversity its endowment account as frequently as circumstances require and at least annually.

9.        Permitted investments of the Trust endowment shall be as follows:

a)     Equities:  The equity component may include open end or closed end mutual funds, individual securities, or exchange traded funds.  Equities shall be diversified by equity class, by domestic and international positions, and sector (e.g., utilities, industrials, technology, etc.).  It is anticipated that equities will be weighted toward larger capitalization companies due to their inherent lower risk.  However, it will also be prudent to hold positions in the mid and small capitalization styles.

b)     Certificates of Deposit:  Certificates of deposit shall be insured by the Federal Deposit Insurance Corporation, the Savings Association Insurance Fund, or the Bank Insurance Fund.

c)     Bonds:  Corporate, municipal, or state bonds rated A or better by Moody’s and Standard & Poor’s rating services or United States Government bonds.  If after purchase a bond’s rating falls, the Investment Committee will discuss whether the bond’s yield, in conjunction with its new rating, warrants retention or should be sold.

d)     Money Market Fund:  Money market funds meeting the Trust’s investment guidelines.

e)     United States or New York securities having the full faith and credit of the United States or the State of New York.

10.      Of the permitted investments, the certificates of deposit are collateralized (see Section 5.c b. above).  The equities, bonds, and money market, while not collateralized, are necessary investments to achieve a balance of growth and security.

11.      The following shall not be permitted investments of the Trust endowment:  direct ownership of repurchase agreements.

12.      The specific investments to be selected shall be selected by the Investment Committee of the Trust Board.  The Investment Committee shall meet at least quarterly and it shall maintain written minutes of its deliberations.  Copies of its minutes shall be distributed by the Assistant Treasurer within ten business days of any meeting to each member of the Trust Board.  The Investment Committee and the Assistant Treasurer shall obtain monthly statements of the total value of the endowment and the value of each security or mutual fund contained in the endowment.  A copy of the monthly statement shall be sent to each member of the Trust Board within 30 days of the close of the month. 

 13.     The Trust annual report shall provide an investment report, which shall include the trust investment guidelines, including any amendments thereto, an explanation of the investment guidelines and amendments, the results of an annual independent audit of conformity to the investment guidelines, the investment performance of the endowment, a list of the total fees, if any, for commissions or other charges paid to any investment banker, broker, agent, dealer or advisor rendering investment-associated services to the Trust in the year covered by the report.

14.      A copy of the annual report shall be sent to the Governor, the Board of Regents, the President of the University of the State of New York, the Comptroller of the State of New York, the Majority Leader of the Senate, the Speaker of the Assembly, the Minority Leader of the Senate, the Minority Leader of the Assembly and the Chairs of the Senate Finance, the Assembly Ways and Means Committees, the Division of the Budget, and donors of gifts to the Trust.

15.      A transaction shall be defined as the initiation of the purchase or sale of a security by the Investment Committee as permitted by these Investment Guidelines.  The redemption of an investment upon reaching its maturity or due to being pre-refunded (called) by the issuer, shall not be considered transactions requiring Investment Committee authorization. The withdrawal of funds pursuant to the Board-approved budget or of funds deposited to the endowment’s money market account pursuant to paragraph 17 of these Guidelines, shall not be considered transactions requiring Investment Committee authorization.  The Investment Committee, at its December 7, 1998, meeting, adopted by resolution that mutual fund dividends and capital gains be automatically reinvested.

16.      All transactions with the endowment custodian shall be either on:

a)     resolution adopted by a majority of the Investment Committee in the course of its meeting,

b)    written approval or instructions signed by a majority of the members of the Investment Committee, or

c)     emailed approval or instructions from a majority of the members of the Investment Committee.

17.      All withdrawals (by check or electronic transfer) from the endowment account of funds pursuant to the Board-approved budget or of funds deposited to the endowment’s money market account pursuant to paragraph 17 of these Guidelines shall be made payable to the “New York State Archives Partnership Trust” and be mailed or electronically transferred to and deposited in the operations account maintained by the State Comptroller or in the special project account maintained by the Archives Partnership Trust as directed by the Executive Officer of the Trust.  The Trust shall additionally maintain a money market account for the processing of credit card transactions and shall establish, as needed, money market accounts for Special Project grants, pursuant to Section 16 of these Investment Guidelines, where the grantor requires the tracking and possible repayment of interest earned on the principal of the grant.

18.      Gifts to the Trust for endowment purposes shall be sent to the endowment custodian for deposit in the endowment’s money market account.  Deposit transactions shall not require signatures, but all checks shall have the Trust endorsement stamp. 

19.      Gifts to the Trust which are received in securities shall be delivered (or transferred) to the endowment custodian who shall immediately sell the securities and deposit the proceeds in the endowment’s money market account.

20.      Gifts to the Trust for operations or for specific projects shall be handled in one of two ways.  If no short-term need for the funds exists, the gift may be sent to the endowment custodian for deposit in the endowment’s money market account until such time as the funds are needed for operations or special projects; otherwise the monies will be deposited directly into the Trust’s Special Projects Account for the benefit of the Trust or the Trust’s Operations Account (in the custody of the State Comptroller) as determined by the Executive Officer of the Trust. 

21.      The Trust Board and Executive Officer shall ensure that special project funds are expended in accordance with donor restrictions and requirements.

22.      The Legislature recognized that neither the prudent investment standard found at §11-2.3 of the Estates Powers and Trusts Law nor §2925 of the Public Authorities Law is directly applicable to the circumstances of the Trust.  Accordingly, the Legislature only required that the Trust manage its endowment consistent with those two sections.  In the opinion of the Trust Board, the investment guidelines are consistent with those statutes and the Trust act.  The New York Prudent Management of Institutional Funds Act applies to both the management of the Trust’s endowment and to its relationship to its donors.  The Trust’s Investment Policy and its procedures for fundraising, gift acceptance and donor agreements have been revised to reflect the requirements of NYPMIFA.

23.      These Investment Guidelines shall take effect immediately.

Resolved, that the Trust Board delegates to the Investment Committee the selection of an investment advisor and custodian with the qualifications, reliability, experience, capitalization, and staff to satisfactorily act as investment advisor and endowment custodian of the Trust endowment and to select a money market fund which meets the Trust’s investment guidelines.

Resolved, that the Chair and the Executive Officer of the Trust, or either of them, is hereby authorized to execute the following agreement, or one substantially consistent with it, with the State Comptroller to ensure effective utilization of the operations account maintained with the State Comptroller:

“Memorandum of Understanding dated this           day of                     , 1998 by and between the Comptroller of the State of New York and The New York State Archives Partnership Trust (“Trust”).

The Trust was created by Chapter 758 of the Laws of 1992, as amended. Pursuant to Chapter 399 of the Laws of 1998, the Trust endowment account and project account will be transferred to the custody of the Trust Board on November 22, 1998 while the Trust operations account will remain with the Comptroller.

In order that the Comptroller shall have sufficient moneys available when vouchers and payrolls charging the Trust are presented for payment, there shall be transferred to the Comptroller at the beginning of each quarter (on a fiscal year basis) to the credit of the Trust Operations Account (Comptroller's Fund No. 024, subfund 03) sufficient amounts to fully fund along with State appropriations the projected quarterly disbursements from this account as approved by the Trust Board in its annual budget.

The Trust will maintain its account in good standing. If for any reason quarterly disbursements exceed cash on hand, the Trust will, within no more than 10 days, or at such lesser period as required by the Comptroller, deposit sufficient funds to fully cover expenses

Resolved, that the Chair is hereby authorized to execute such vouchers and other documents necessary to effectuate the transfer of the Trust Endowment to the Trust in accordance with the Trust’s Investment Guidelines.

Proposed Resolution for Approval to Further Amend the Trust’s Investment Guidelines Concerning Bond Funds (Item 2. 3a)

The next item was a resolution to approve a further amendment of the Trust’s Investment Guidelines concerning bond funds.  Ms. Brinkley read the resolution to the Board. The motion to approve amending the Trust’s Investment Guidelines concerning bond funds was made by Ms. Brinkley, seconded by Mr. Summerson and unanimously passed.

Whereas, the Archives Partnership Trust Board’s Investment Guidelines, as amended above, do not include a definition for the types of bond funds that may be permitted investments within the Trust endowment; and

Whereas, the Archives Partnership Trust Board’s Investment Committee approved at its January 18, 2012, meeting, recommending to the Board that it amend the Investment Guidelines to include a definition for the type of bond funds that will be permitted investments within the Trust endowment;

Resolved, That the Archives Partnership Trust Board, at its February 2, 2012 meeting, approve amending its Investment Guidelines (as amended above), Section 9.c. to add a definition for the type of bond funds that will be permitted investments within the Trust endowment:

c)   Bonds: 

Individual Bonds:  Corporate, municipal, or state bonds rated A or better by Moody’s and Standard & Poor’s rating services or United States Government bonds.  If after purchase a bond’s rating falls, the Investment Committee will discuss whether the bond’s yield, in conjunction with its new rating, warrants retention or should be sold.

Bond Funds:  Bond funds that invest in a diversified portfolio of U.S. Government, Agency, corporate, or dollar-denominated international issues are permitted. Bond funds purchased after February 2, 2012, must hold 100.00% of assets at investment grade (rated Baa / BBB or better by Moody’s and Standard & Poor’s rating services) at the time of purchase.  If after purchase a bond fund’s assets at investment grade fall below 100.00%, the Investment Committee will discuss whether the bond fund’s yield and credit quality warrants retention or should be sold.

Proposed Resolution for the Selection of the Nominating Committee Members (Item 2.4)

Resolved, That pursuant to Article IV, Paragraph 4, of the Archives Partnership Trust By-Laws, as amended at the October 7, 2008, Board meeting, the Board selects the following members to serve on the Nominating Committee:  Nedda Allbray, Chair, Bronwyn Hannon and Gary Smith.

Financial Reports (Item 2.2)

Ms. Rydberg reported that, as of December 31, 201, the Endowment Investment Account’s net equity value was $3,271,026, less Operations & Project Funds temporarily deposited to account of $113, 592 for an actual Endowment value of $3,157.434.  The account for processing credit card transactions (established to keep such transactions apart from the main endowment account for security purposes) had a balance of $23,607.  This revenue will be transferred to the main endowment account shortly.  The Operations Account cash balance was $65,978; and the Projects Account cash balance was $112,485.  Mr. Hanna noted that the Financial Reports were presented for the Board’s information and no action is required.  

Development Report (Item 3) and FY2012/13 Work Plan – Draft (Item 4.1)

Mr. Bullock presented his development report on FY2011/12 activities along with the proposed Work Plan for FY2012/13 at the same time.  Please reference Attachment I for the entire Development and proposed Work Plan Report. 

Ms. Brinkley asked Ms. Ward for an update on the Ancestory.com project that the NYS Archives launched earlier this year. Ms. Ward shared that the NYS Archives has a contract with Ancestory.com to scan and make accessible many genealogical documents online for free to New York State citizens.                                                                                                       

FY2012/13 Budget - Draft (Item 4.2)

Ms. Ward presented highlights of the proposed 2012/13 Operations budget:

The budget format of showing the last completed fiscal year, current year, proposed next l year, and projections for three years forward is required by the Office of State Comptroller.

The budget very closely follows the Work Plan. Ms. Ward pointed out for all Board members that LGRMIF stands for Local Government Records Management Improvement Fund.  The LGRMIF provides $300,000 annually to the Trust from filing fees collected throughout the year.

A large component of the Operations budget is salary and salary-associated expenses and a small component is non-personal items.

Financial Edge accounting software will be purchased which will make office operations more efficient and reduce redundancies as it works in concert with the Raiser’s Edge fundraising software currently in use.

Ms. Ward presented highlights of the proposed 2012/13 Projects budget:

The budget reflects the process adopted a couple of years ago which allocates staff-related costs between Operations and Special Projects in a realistic manner.

The draft Projects budget proposes using a conservative 4.5% of the endowment value as has been the practice for the last several years, even though the Board approved using up to 5.0%.  Ms. Ward said Mr. Bullock is committed to making up any gaps in required funding for specific projects through fundraising.  She also noted that if we are unable to raise the necessary funds, we will not undertake the project. 

The magazine cost has been higher since last year due to the additional expense of contracting for a managing editor. However, Mr. Bullock has raised some funds towards offsetting the increased cost. The magazine is very visible product for the Trust and is used not only as a benefit of membership, but as an advocacy tool.

The Public Programming-Statewide line includes events such as the Empire State Archives and History Award, Writers Institute lecture, The Cooper Union lecture, Chautauqua Institution lectures, and a lecture to be held in a new partnership with the Historical Society of the Courts of the State of New York.

Ms. Ward asked the Board if there were any questions. 

Mr. Hanna encouraged the Board members to ask any questions they may have or contact Ms. Ward.  Ms. Ward reminded the Board that the Budget was presented for discussion at this meeting and will be voted on during the March meeting.

Mr. Fein shared with the Board that he will e-mail Ms. Ward more information of a new law enacted in August that will require board members of public authorities to share additional financial reports. 

Board Committees (Item 4)

Audit Committee

There was no Audit Committee Report. 

Executive Committee 

There was no Executive Committee Report.

Investment Committee

Mr. Brinkley reported the Investment Committee met on November 3, 2011, and a quorum was present. The Investment Committee discussed reducing the portfolio’s global exposure and shifting towards more high quality, large dividend paying U.S. companies. Mr. Murray was asked to make a formal recommendation for such transactions in the coming week. By email, Mr. Murray recommended sales of $125,000 Capital World Growth & Income Fund and of $125,000 New Perspective Fund and purchase of $250,000 American Mutual Fund. The Investment Committee concurred and these transactions were executed on December 6, 2011.

The Investment Committee also met on January 18, 2012, and a quorum was present. The Investment Committee discussed further reducing the portfolio’s global exposure and shifting towards more high quality, large dividend paying U.S. companies. Mr. Murray recommended further sales of Capital World Growth & Income Fund and of New Perspective Fund, to reduce portfolio weight to 10% (from 13%) and the purchase of additional American Mutual Fund. The Investment Committee concurred and passed a Resolution authorizing these transactions.

Nominating Committee

Resolution to select members of the Nominating Committee was handled earlier under Administrative Items.  There was no Nominating Committee Report.

Executive Officer’s Report (Item 5)

Ms. Ward presented her report. See Attachment II.  Ms. Ahearn asked why the Hall of Governors currently ends with a portrait of Governor Pataki?  Ms. Ward said that it was due to the fact that other Governors have not had a portrait done as yet.

Conclusion

A motion to adjourn the meeting was made by Ms. Ahearn, seconded by Mr. Summerson and unanimously passed.  Mr. Hanna adjourned the meeting at 5:10 pm and thanked all for their participation.

Respectfully submitted,

Grazia A. Yaeger
Assistant Secretary
February 17, 2012