Columbus, Georgia

MINUTES OF THE

BOARD OF TRUSTEES MEETING OF THE

COLUMBUS GEORGIA EMPLOYEES' PENSION PLAN



August 6, 2003



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

Plan was held August 6, 2003 at 2:00 P.M. in the Mayor=s Conference Room.





PRESIDING: Mayor Robert Poydasheff, Chairman



PRESENT: Kay G. Love, Morton Harris, Jack Nowell, Joe Smith, and Capt.

John Starkey



ABSENT: Carmen Cavezza, Mary Strozier-Weaver, Daniel Gray, Alan

Rothschild, Harvey Milner



GUESTS: Henry Swift, Vice President (Salomon Smith Barney), Denise

Baxter, Investment Officer (CCG), Saundra Hunter and Carolyn Helms (former

Pension Board members)







Mayor Robert Poydasheff, Chairman called the meeting to order. Kay Love on

behalf of Julia Rasch, Recording Secretary, gave the attendance. Mayor

Poydasheff welcomed new member Joe Smith to the meeting.



Mayor Poydasheff presented a plaque to Carolyn Helms and to Saundra Hunter for

outstanding and dedicated service as trustees of the Columbus, Georgia

Employees? Pension Plan. He invited Mrs. Helms and Mrs. Hunter to feel free to

attend any meetings that they would like to in the future. Mike Majure was

unable to attend to receive his plaque. It will be mailed to him.



The Mayor requested that we get Morton Harris and former Mayor Bobby Peters a

plaque thanking them for past service on the Board.



MINUTES OF THE PREVIOUS MEETING:



The motion was made by Mr.Jack Nowell and seconded by Captain John Starkey that

the minutes from the June 4, 2003 meeting be accepted as submitted. The vote

was unanimous.



INVESTMENT UPDATE:



Mr. Henry Swift reported from the recap sheet sent out in advance of the

meeting. This was a good news/bad news quarter. The fund did well and was up

$11-million. However, very few of our managers beat their benchmark, so from

that standpoint it was a disappointing quarter. The last 2 quarters have been

quarters where there has been a flight to low quality stocks and the same thing

has been going on in the bond market. This has hurt the fund because the

mandates that we have in our investment policy statement require that our money

managers stick with high quality stocks. So when you go through a period where

low quality stocks are leading the charge, your relative performance will be

affected.



Mr. Swift pointed out a few things that are still of concern from the recap

sheet of all the managers. Synovus continues to under perform relative to

their peers and to their benchmark. Since inception, they are up

approximately 6.24 % vs. 6.87% for the benchmark. We need to keep our eye on

them. Hopefully, with the turn in interest rates that we have had and the

shortening of their maturities, and the cut back on duration of the portfolio

that they will have a better quarter ending September 30, 2003.



Morton Harris commented that the previous subcommittee had addressed some of

the concerns with Synovus shortening the duration and they were written a

letter and came to a board meeting to discuss the rationale of predicting

higher rates thus shortening the portfolio in a low interest environment so

they would be poised to enter the market when rates spiked up; however, 2 years

have passed and they just did it too early. Mr. Swift pointed out that Synovus

was holding a lot of cash which also contributed to their underperformance.



Mr. Swift further pointed out that in the last 12 months Synovus? performance

has been 4.9% where Lehnman Brothers Intermediate Government Credit has been

10.8% That is 600 basis points and in the fixed income world that is a lot.



Mayor Poydasheff recommended that Synovus be continued on the ?watch list?.

Mr. Swift asked if we want to send them another letter putting them on notice

that we continue to be concerned about their underperformance. Some discussion

ensued about this and the final recommendation was to send another letter

reminding them about their underperformance and including the performance for

all of the fixed income managers so that they can see how they performed in

comparison with their peers.



Mr. Swift stated that Eagle Asset will be making the presentation today and he

pointed out that their inception to date number is a little different from our

inception to date number and the reason for that is they started on the Nov. 5

and we had to pick up their results on the 31st of October because our system

does not report it by day. Thus, it will make their inception numbers look

better and their numbers are really the numbers that we should be looking at

anyway. Over time as we go out over a couple of years this difference will

dissipate and disappear.



Victory Asset, value manager, is still on our ?watch list? as well as

Nationa/Invesco. Flight to low quality stocks during the quarter hurt

Victory?s performance during this reporting period. Mr. Swift reported that he

ran some numbers on what the fund looked like during the month of July. In the

month of July the equities in the fund were up almost 2% and the S&P 500 was up

about 0.5%. This tells us that in the month of July there was a slight

rotation out of low quality stocks into high quality stocks.



Mr. Swift handed out information that included charts on the stock and bond

markets as well as a portfolio valuation as of August 5, 2003. The first page,

the S&P 500 did nothing from June 30 until now, actually it went down a little

bit. It has gone sideways since the end of the month.



The next page is the bond market and is a totally different story. This

explains what has happened to the fixed income managers when you see their

performance on page 3. The bond market turned in the middle of June as the

chart indicates. Since June 30 the yield on the 30-yr. Bond went from 4.56% to

5.38 % as of August 5 close. Page 3 indicates that this really hurt the fixed

income managers. As a group, the fixed income managers were down 1.82% in that

30-day period. That is a pretty big hit in 30 days. The bond market moved

against them. We were very lucky in the 3 to months prior to June, we took

$7.5 million away from our fixed income managers and moved it to equity

managers. This helped us with this turn of events in the bond market and

certainly helped when we had a strong quarter with equities.



The rest of the managers did not have much going on. The combined growth

managers were down 18 basis points, the value managers were up 38 basis points,

and the core managers were down 17 basis points. The international manager was

up 1.13%.



In summary, the equities were up about what the market was up, the account is

down by virtue of what happened in the fixed income market. The total portfolio

for the month was down approximately 75 basis points.



A copy of the evaluation report and the other reports are maintained by the

Board Secretary in the Finance Director=s Office and is available for review

upon request.



PRESENTATION BY EAGLE ASSET MANAGEMENT



Brad Blanton,Vice President, Institutional Client Services, Eagle Asset

Management made a report to the Board. Eagle Asset Management is headquartered

in St. Petersburg, Florida. Brad has been with Eagle since 1998 and has been

working with the Institution Client Services for 3 years. Brad is an Auburn

University graduate and is familiar with this area.



Eagle Asset Management replaced Campbell Newman as a growth manager and they

have been managing our money since November 5, 2002.



The report followed in the format listed below:



ABOUT EAGLE ASSET MANAGEMENT

A multi-product firm

25 years of investment experience, founded as a large cap growth firm

Approximately $6.5-billion in assets under management

Large cap growth is about 25% of assets under management

130 employees, including 40 investment professionals, 11 on our account

Our portfolio currently has 43 stocks



INVESTMENT POLICY

Guidelines which compare them to Russell 1000 Growth index

The portfolio must contain a minimum of 15 securities and

currently we own 43

Want to be in companies with average market capitalization of $5-billion

Currently they have a $106-billion dollar average market capitalization



MARKET VALUE SUMMARY

Graph indicating net contributions compared to market value.

Total market value of the portfolio is $7,136,558 as of the end of June

compared to net contributions of $6,668,752.

The number as of yesterday is a little higher, $7.25-million



GROWTH EQUITY PERFORMANCE AND PORTFOLIO HOLDINGS

Comparison to the Russell 1000 Growth Index.

Very tough equity markets over the last 3 years.

The sell off started with the very aggressive stocks such as large cap growth

internet companies which had no fundamentals for the valuations that they hit.

They think March 11 was the ?low water mark? for equities-the worst is behind us

Beginning of an economic cycle, hopefully the next bull market

Listing of top 10 holdings

Market since March, the NASDAQ was up 35%, and the S&P& DOW were up over 20%

July and August, Eagle is up an additional 1.8% and the market is up 1.7%

Hard performance for the quarter, a little bit light mostly due to being

underweighted in healthcare. Healthcare was up and had a very nice quarter.

Big movers were the lower quality companies, the more speculative companies,

smaller market caps, poor fundamentals

Theme for continued recovery are: low inflation, earnings are improving,

economy appears to be growing, market valuations are still reasonable, average

PE is 16x earnings, interest rates are still very low, productivity is up,

factory orders are up, manufacturing is up, consumer confidence is improving,

tax cuts coming

Eagle is more bullish on the market and has increased technology exposure from

19% to 22%

They bought some new financial services stocks, sold Kraft, trimmed

Anheuser-Busch, trimmed back Home Depot, sold out of Merrill Lynch. Most

disappointing stock this year which is their largest holding is Microsoft.

Only up 5% and the average tech stock was up 20+%. However, the stock is still

cheap and they like the way it looks.



PERFORMANCE ATTRIBUTION

Average holdings for the past 6 months by sector and performance. 10%

underweighted in healthcare and you can see the performance differential that

resulted. This was the area of weakness for the quarter.

In the Financial Services sector they are a little overweighted and it resulted

in positive returns.

5% cash position which is a little higher than normal 3%



INSTITUTIONAL GROWTH CONTRIBUTORS/DETRACTORS

Only 4 stocks are down for the quarter the other 90% of them were up



PORTFOLIO CHARACTERISTICS AND STATISTICS

EPS growth rate 13.5%

Price/Earnings 20.02x

Weighted Average $106.2 billion

Return on Equity 21.3%

Beta (S&P) 1.06





Risk/Return Scattergram which has only 2 quarters of data. Eagle has

underperformed the index but with a little less risk over that time period.



ECONOMIC OUTLOOK

Eagle is positive on equities moving forward. Ashi Parikh, Sr. Managing

Director thinks the market needs a breather with the big run this year and

envisions ending the year on a positive note. Negative influences are really

not that negative.



Mayor Poydasheff requested that Brad send us bios on the team working with our

account. Brad will e-mail them to Kay Love. Another request was made by the

Mayor and Morton Harris to have a listing of the entire portfolio with cost

information ? book value/market value.



Mr. Blanton was thanked for the presentation and with no further questions, he

was dismissed from the meeting.



OLD BUSINESS:



None



NEW BUSINESS:



Morton Harris requested an update on the Mercer Benefits Study at some point in

time.

The Pension Board meeting schedule for the year was presented and approved by

the Board with the only change being moving the September meeting from the 3rd

to the 10th so it would not be so close to the Labor Day holiday.

Change in the Investment Policy Statement was distributed to take into

consideration the O.C.G.A. change which allows 60% of the investment portfolio

to be in equities. The Board will act on this at a future meeting.



With no further business for discussion, the motion was made that the meeting

be adjourned. The Mayor pointed out that a second is not required for to

adjourn the meeting. The next meeting is scheduled for September 10, 2003 at

2:00 p.m. in the Mayor=s Conference Room. The guest speaker will be from

National Asset Management (Core).











_____________________________

Kay Love for Julia A. Rasch

Recording Secretary