Columbus, Georgia

MINUTES OF THE

BOARD OF TRUSTEES MEETING OF THE

COLUMBUS GEORGIA EMPLOYEES' PENSION PLAN

January 7, 2004





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

Plan was held January 7, 2004 at 2:00 P.M. in the Mayor?s Conference Room.





PRESIDING: Mayor Robert Poydasheff, Chairman



PRESENT: Angela Cole, Morton Harris, Jack Nowell, Mary Strozier-Weaver, Harvey

Milner, Capt John Starkey



ABSENT: Carmen Cavezza, Dan Gray, Alan Rothschild and Joe Smith



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

(Salomon Smith Barney), Denise Baxter, Investment Officer (CCG),





Mayor Bob Poydasheff, Chairman called the meeting to order. Julia Rasch,

Recording Secretary, gave the attendance.





MINUTES OF THE PREVIOUS MEETING:



Mr. Harris made the motion that the minutes be approved as submitted. The vote

to accept was unanimous.





INVESTMENT UPDATE:



Mr. Swift began by stating that the report was good and as usual he would try

to show what the market has done over the past 30 days. He started with the

S&P 500 Index graph that showed what the equity market has been doing. Two

points, one going back to the middle of March of 2003 and come forward the S&P

has really had a terrific move up, coming from 789 to 1124 over this period of

time. This is about a 35% to 36% return on the equity market, in addition to

that, a report was sent in the middle of December on the portfolio. Since that

time we?ve had almost a 6% rise in equities. The equities have done very well

and this will be reflected in the portfolios.



The next chart was the Bond Market. This has been a strange market because in

June rates turned and went back up, since then they?ve really just gone sort of

sideways and done nothing, so bond yields have gone from 5.1% to 5.106%.



The next report is the information the board normally receives on the odd

months when a formal analysis is not presented. The fixed income portfolios

collectively went from 70.9 million dollars to 71.2 million dollars over this

period of time, this one month period represented about ? of 1% increase in

bonds, so bonds did what would be expected of them in that the bond market as

measured by all the indexes went sideways and our bond managers essentially

went sideways.



The growth managers had a fairly decent quarter. The growth assets have gone

from 26 million dollars to 27 million dollars, a million dollars between those

managers, which is about a 4% return in 30 days.



The value managers were both up nicely. Victory had a nice return, up 6.8%. A

combination of the two was up 6.3%.



The Mayor asked that in as much as the board has chastised, and rightly so,

Synovus and Victory, if a letter should be sent to Synovus letting them know

that the board is very pleased to see this improvement and hope it continues,

or words to that effect. Mr. Swift responded by suggesting that the board wait

and see what kind of results come in for the end of the quarter.



The core managers are also up about 1 million dollars with a 4.5% return

combined with National having good results there.



The combination of the international manager, Lazard, was up about 600,000

dollars or 6% over this period of time, right at a total return of almost 7%

for Lazard. The combined equities had a great month, this is as good as it

gets. They were up almost 5.25% for the 30 day period.



The total fund was up 3.2%. Obviously when the bond managers are up less than

? of 1%, it?s going to bring down the total return for the total account. The

total account was up 168 million. The latter part of 2000, the total fund had

gotten down to about 145 million, so the fund earned back about 20 million

dollars. This concluded the report for this meeting.



Mr. Harris introduced the discussion of the fund being under funded and asked

if it would be possible to have the actuaries give a preliminary report because

the city is going to need to know the projections for the plan. The Mayor

asked Ms. Cole to contact the actuaries and ask them if they can give us an

estimate just as Mr. Harris has outlined.



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:



Mr. Swift introduced Vincent McNichol, Vice President who will present the

annual report for Rittenhouse.



The report followed the Agenda listed below:



Statement Of Purpose

Rittenhouse?s primary goal is to increase and protect the portfolio value over

time. This is accomplished by focusing on a time-tested philosophy of

concentrating on high-quality, large-capitalization growth stocks. Over a full

market cycle, they participate in rising markets while avoiding the complete

impact of down markets.



Investment Gains

A summary of the investment gain beginning with the initial investment in 1993,

showing the net contributions, net investments to date and the ending market

value as of 12/31/03.



Equity Analysis

Equity Sector Analysis

Equity Portfolio Characteristics

Equity Analysis (December 31, 2003)

Sector Performance (January 1, 2003 through December 31, 2003)

Top Performers (January 1, 2003 through December 31, 2003)



Portfolio Review

Asset Allocation

Portfolio Holdings



Mr. McNichols was thanked for his presentation and with no further questions,

was dismissed from the meeting.





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



? Performance Review

? Account & Performance Summary

? Portfolio Characteristics

? Portfolio Quality and Sector Distribution

? Historical Returns & Asset Growth



? Investment Strategy

? Bond Market Balance Sheet

? 10-Year Treasury Yields

? The Economic Recovery

? Employment

? The U.S. Dollar



? Portfolio Appraisal

? List of Holdings in Portfolio



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



OLD BUSINESS:



Mr. Swift said there was one item of business. The Investment Policy Statement

was amended in July to reflect the change in the Georgia Code allowing

Municipalities to have 60% in equities but was never signed by the board

members and that he would like to get the signatures of those in attendance

today. Following acquisition of all the signatures the official document would

be given to Ms. Rasch for safekeeping in the Finance Office.



The Mayor asked Ms. Cole to talk with Mr. Cavezza about it but that he would

like for the Councilors to have a copy of the Policy Statement.





NEW BUSINESS:



None





With no further business for discussion, the motion was tendered for

adjournment.



The next meeting is scheduled for February 4, 2004 at 2:00 p.m. in the Mayor=s

Conference Room. The guest speaker will be from Deutsche Asset Management.











_____________________________

Julia A. Rasch

Recording Secretary