MINUTES OF THE MEETING OF THE BOARD OF TRUSTEES

of the

SERVICE EMPLOYEES PENSION FUND OF UPSTATE NEW YORK

Date: Monday, August 21, 1995

Location: Holiday Inn, Crystal Run Room,

Middletown, New York

Trustees present: David W. Patrick, Chairman and Marshall Blake

(Union Trustees) i and stephen F. Harran, Jr.,
Secretary, Stanley Williams, and Harvey
Finkelstein (Employer Trustees) .

Also present: John T. Renck, President and Jack Renck, Vice

President of Monitoring and Evaluation
Services, Inc., Financial Consultant; and
Charles E. Blitman of Blitman and King, Fund
Counsel.

I. CALL TO ORDER

Chairman Patrick called the meeting to order at 10:00 a.m. It was

noted that Trustee John Muir was absent and has provided a proxy to
Trustee PatricK, Trustee Jerry Dennis was absent and has provided a
proxy to Trustee Blake, and Trustee Thomas J. Dowd was absent. Fund
Counsel advised the Trustees that a quorum was present for the
official transaction of business.

II. PRESENTATION OF MONITORING AND EVALUATION SERVICES, INC.

Messrs. Renck and Renck reviewed with the Trustees their investment
performance analysis for the quarter ending June 30, 1995 and other
financial information. President Renck noted that the Fund continues
to receive sound financial advice from the Pension Fund's Investment
Manager.
GOVERNME NT
EXHIBIT

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President Renck reviewed with the Trustees his firm's August 21, 19 95
written report regarding an investment management search and he
discussed the benefits derived from utilizing different investment
strategies.

President Renck and Fund Counsel Blitman reviewed with the Trustees
the status of the custodial search involving Paine Webber, Inc .} Smith
Barney, Inc. and others. Fund Counsel reviewed proposed changes he
had requested in the documents proposed by Paine Webber} Inc. and the
availability of custodial services being rendered at the Rochester
Office of Smith Barney, Inc. President Renck discussed various issues
involved in the custodial arrangement and recommended utilizing Paine
webber, Inc. President Renck indicated there were no changes he
proposed in the documents that Paine Webber, Inc. ~as suggesting to be
executed. Thereafter} a

MOTION was regularly made by Trustee Finkelstein

dUly seconded by Trustee Blake authorizing and
approving Chairman Patrick executing the documents
with Paine Webber, Inc. as recommended by
Consultant John T. Renck of Monitoring and
Evaluation Services, Inc. for the purpose of
opening custodial accounts and Consultant Renck
undertaking actions transferring assets from the
Prudential account into the Paine Webber, Inc.
account.

MOTION UNANIMOUSLY ADOPTED.

The Trustees noted that five potential investment managers would be

interviewed today and reviewed the August 21, 1995 material prepared
by Monitoring and Evaluation Services, Inc. containing information
inclUding but not limited to assets under management, organizational
information, manager information, and client services and fees
regarding such potential investment managers. President Renck
reviewed with the Trustees the investment strategies utilized by the
Pension Fund'S sole investment manager and generally characterized it
as a sector rotator/relative growth and relative value management
style. The Trustees discussed the methodology of interviewing the
potential managers and itemized various initial questions that would
be asked.

III. PRESENTATION OF CLOVER CAPITAL MANAGEMENT, INC.

William E. Wilson, Vice President of Clover Capital Management, Inc.

entered the meeting and reviewed with the Trustees his firm's written
material inclUding investment strategies utilized by his firm.
Various questions were asked and answered and Mr. Wilson was excused
from the meeting.

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IV. PRESENT ATION OF MANNING & NAP I ER ADVISORS, INC.

Christopher Keating, Senior Vice President and Patrick Cunningham,

Vice President/Client Consultant entered the meeting and reviewed with
the Trustees their firm 's written material including investment
strategies utilized by their firm. various questions were asked and
answered and Messrs. Keating and cunningham were excused from the
meeting.

V. PRESENTATION OF WRIGHT INVESTORS' SERVICES, INC.

Kenneth H. Singer, Vice President and Rober-t T. Smith, Assistant Vice

president entered the meeting and reviewed with the Trustees their
firm's written material including investment strategies utilized by
their firm. various questions were asked and answered and Messrs.
singer and Smith were excused from the meeting.

VI. PRESENTATION OF OPPENHEIMER CAPITAL MANAGEMENT, INC.

Brad Goldman, Senior Vice President and Kurt schansinger, senior Vice
President entered the meeting and reviewed with the Trustees their
firm's written material including investment strategies utilized by
their firm. Various questions were asked and answered and Messrs.
Goldman and schansinger were excused from the meeting.

VII. PRESENTATION OF SMITH BARNEY CAPITAL MANAGEMENT. INC.

John W. Hartigan, Managing Director and Edmond W. Keeley, Jr"

Managing Director entered the meeting and reviewed with the Trustees
their firm's written material inclUding investment strategies utilized
by their firm. Various questions were asked and answered and Messrs.
Hartigan and Keeley were excused from the meeting,

VIII. DISCUSSION ON INVESTMENT ALLOCATION AND RETENTION OF

INVESTMENT MANAGERS

The Trustees, representatives of Monitoring and Evaluation Services,

Inc. and Fund Counsel reviewed the written and oral presentations made
by the potential investment managers. The Trustees confirmed, based
upon the recommendation of Monitoring and Evaluation Services, Inc.,
to maintain the current asset allocation being a maximum of 65%
allocated towards equities and approximately 35% allocated towards
fixed income. As of June 3D, 1995, it was noted that 56% of assets
were invested in equities, 39% invested in fixed income, and 4% in
cash.

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After further discussions, a
MOTION was regularly made by Trustee Finkelstein
and duly seconded by Trustee Blake as follow s:

1. Retaining Clover Capital Management, Inc. to invest

solely in equities and being allocated $10 million,
subject to a Subcommittee reviewing additional
information including issues of fees, utilization of
Paine Webber, Inc. as a custodian, additional
background information, checking references, and
obtaining a list of other Taft-Hartley Funds utilizing
this Investment Manager. In the event the Subcommittee
determines that Clover Capital Management, Inc. should
not be retained, such assets shall be allocated to
Smith Barney Capital Management, Inc. for investment in
equities with the approval of the Board of Trustees.

2. Retaining Wright Investors I Service, Inc. to invest in

fixed income with $10 million being allocated for such
investment.

3. Reallocation of the current assets of the Pension Fund

from Regent Investors to the above two referenced
Investment Managers in the amounts indicated with such
specific reallocation to be determined by Monitoring
and Evaluation Services, Inc. with it determining what
assets should be transferred and/or liquidated to
undertake the above, all to be accomplished in the best
interests of the participants.

4. Fund Counsel with the assistance of Monitoring and

Evaluation services, Inc. shall prepare the guidelines
and Discretionary Investment Management Agreements to
accomplish the above and Chairman Patrick and Secretary
Harran are authorized to execute such documents when
they are in proper form.

MOTION UNANIMOUSLY ADOPTED.

The Trustees unanimously noted the great assistance that Monitoring

and Evaluation services, Inc. has been in this investment management
search and extended their appreciation to both John and Jack Renck.

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IX. MISCELLANEOUS MATTERS

The Trustees reviewed a communication from David H. Porter, President

of skidmore College indicating its request that Trustee Stephen F.
Harran, Jr. continue as a Trustee subsequent to his retirement on
September 30, 1995. The Employer Trustees noted their unanimous
consent to so continue Trustee Harran in that capacity. Trustee
Harran indicated his willingness to continue such services and
representation of the Plan in the best interest of participants.

X. MEETING EXPENSES/ADJOURNMENT

After a review, a

MOTION was regularly made by Trustee Finkelstein

and duly seconded by Trustee Blake authorizing and
approving paying the expenses of the meeting.

MOTION UNANIMOUSLY ADOPTED.

Thereafter, with no further business to come before the Board, the

meeting was adjourned until September 20, 1995 in Syracuse, New York
at 10:30 a.m. at a location to be determined later.

* * * * * * * * * * * * *
ADOPTED at a meeting of the Board of Trustees held on the

day of 1995.

DATED:
EMPLOYER TRUSTEE

DATED:
UNION TRUSTEE