Columbus, Georgia

MINUTES

BOARD OF TRUSTEES

EMPLOYEES' PENSION PLAN



November 6, 2002



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

Plan was held November 6, 2002 at 2:00 P.M. in the Mayor=s Conference Room.



PRESIDING: Kay G. Love, Secretary/Treasurer



PRESENT: Jack Nowell, Mary Strozier-Weaver, Alan Rothschild, Jr., Saundra

Hunter, Michael Majure and Capt. John Starkey



ABSENT: Mayor Bobby Peters, Carmen Cavezza, Morton Harris, and Dan Gray



GUESTS: Henry Swift (Robinson-Humphrey)







Ms. Love, Secretary/Treasurer, called the meeting to order. Julia Rasch, the

recording secretary, gave the attendance.





MINUTES OF THE PREVIOUS MEETING:



The motion was made and seconded that the minutes from the October 2, 2002

meeting be accepted as submitted. The vote was unanimous.





INVESTMENT UPDATE:



Mr. Swift opened the investment update by stating the fund had really been

helped by the fact that there had been so much in the fixed income portfolios

over the last couple of years. He then continued with a summary of the third

quarter 2002 performance evaluation study. These performance results are

outlined in the Third Quarter Results report.



The fixed income managers continue to beat the index since inception but came

in at 3.7% versus 4.5% for the index for the quarter.



The growth managers, in spite of the fact that Campbell had not performed as

hoped, have continued to beat their benchmark. This has been primarily because

of the performance by Rittenhouse. But, the total combination of the growth

managers is down ?13.45% for the quarter versus -15.05% for index.









Pension Board Minutes

November 6, 2002





Campbell Newman has been terminated and those assets turned over to Eagle Asset

Management. Eagle began management of those funds on November 5, 2002.



The value managers were at -18.44% versus -18.78% for the index.



The core managers were down -17.07% versus -17.28% for the their index.



Lazard, the international manager, really had a tough quarter. The combination

of the two portfolios were down -6.91% versus -6.71%.



Mr. Swift stated that as of 9/30/02 the asset allocation was at 45% equities

and 55% cash and fixed income, while the investment policy statement calls for

55% equities and 45% fixed income. Mr. Swift suggested that bringing the

allocation to the 50% equity/50% fixed income and then evaluate after the first

of the year close this gap.



The third quarter report was followed with a summary of the portfolios as of

11/05/02.



The fixed account is about flat, but shows collectively down about 22 basis

points for the past 30 day period.



The growth managers were up combined at 7.5%; the value managers, up 5.5%; the

core managers were up 5.3% combined.



The international account had a real run. During the month of October and into

November the account went up almost 8% and when all the equity accounts are

combined they were up about 6.2% creating a nice come back.



The total value of the fund went up over 4 million dollars in thirty days which

is obviously very encouraging. When that is combined with the small loss in

the fixed account, then the total account is up just short of 3%, but still a

nice improvement.



A copy of the evaluation report is maintained by the Board Secretary in the

Finance Director=s Office and is available for review upon request.



At this time Capt. Starkey stated that several people had indicated to him that

when they had attended the benefits presentation by William Mercer, that the

statement had been made that the pension fund had lost $41 million dollars and

that they were very concerned about it.



There were several minutes of discussion on this topic by Mr. Swift, Ms. Love

and Capt. Starkey.



Unfortunately, this part of the tape was totally inaudible.







Pension Board Minutes

November 6, 2002





PRESENTATION:



There were two presentations to the board at this meeting: Victory Asset

(Conrad Metz and Frank Felice) and Madison Investment (John McClure)



Victory made their presentation first following this outline:



? Section One

? Market Review

? Portfolio Allocation

? Portfolio Performance



? Section Two

? Portfolio Characteristics



? Section Three

? Market and Economic Outlook



? Section Four

? Supplemental Information

--Victory Capital Management

--Biographics

--Disclosures

--Asset Statement



The board thanked Mr. Metz and Mr. Felice for a well-presented report.



Next to make his presentation was John McClure of Madison Investment Advisors.



? Performance Review

? Account & Performance Summary

? Portfolio Characteristics



? Investment Strategy

? Bond Market Balance Sheet

? Treasury Yields and the Stock Market

? Interest Rate Decision

? The Economic Recovery

? Liquidity



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







Pension Board Minutes

November 6, 2002





OLD BUSINESS:



Actuarial Assumption - Ms. Love introduced the need to appoint a sub-committee

to evaluate the actuarial assumptions. The sub-committee will be composed of

Mr. Swift, Ms. Love, Mr. Harris, and Ms. Strozier-Weaver.



Ms. Love reviewed some of the areas that the actuaries would be asked to

review, change and update depending on the current day requirements.



NEW BUSINESS:



Ms. Love reiterated the point that a commitment had been made to Eagle to get

them to $10 million dollars and that when the board looks at rebalancing, the

first money obviously should go to Eagle in helping to move them toward that

total.



The second thing that Ms. Love wanted to discuss was the letter from Trusco

about increasing their fees. There was a brief discussion on the pros and cons

and then Ms. Love asked if there was a motion to stay or to increase their

fees? Saundra Hunter motioned to increase and Mike Majure seconded. The vote

was unanimous to increase.



There was another short discussion on rebalancing the portfolio and the

recommendation was to wait until the end of December and rebalance with the

withdrawal in January and report back to the board at the meeting in February.



There being no further business for discussion, the meeting was adjourned. The

next meeting will be January 6, 2003 at 2:00 p.m. and will be held in the

Mayor=s Conference Room.







_______________________

Julia A. Rasch,

Recording Secretary