Columbus, Georgia

MINUTES OF THE

Pension Board Meeting

October 1, 2003







BOARD OF TRUSTEES MEETING OF THE

COLUMBUS GEORGIA EMPLOYEES' PENSION PLAN



October 1, 2003





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

Plan was held October 1, 2003 at 2:00 P.M. in the Mayor=s Conference Room.





PRESIDING: Mayor Robert Poydasheff, Chairman



PRESENT: Morton Harris, Daniel Gray, Harvey Milner, Jack Nowell, Mary

Strozier-Weaver, Alan Rothschild, Captain John Starkey



ABSENT: Carmen Cavezza, Kay G. Love, Joe Smith



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

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





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

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

Poydasheff stated that the roll call could be dispensed with and the attendance

sheet be passed among the attendees for them to initial their presence.





MINUTES OF THE PREVIOUS MEETING:



The motion was made by Mr. Morton Harris and seconded by Harvey Milner that the

minutes from the September 10, 2003 meeting be accepted as submitted. The vote

was unanimous.





INVESTMENT UPDATE:



Mr. Henry Swift introduced Mr. Richard Swift, his son, and stated that he would

be attending the pension board meetings going forward. He handed out

information that included charts on the stock and bond markets and the

portfolio valuation as of August 5, 2003.



The interim report that was presented covered the last 21 days, from the last

meeting on September 9, 2003 to the current meeting. This report is early in

the cycle, therefore, does not cover a very extended period of time, but at the

November meeting a full performance evaluation for the quarter will be

presented.



The first chart, which reflects the equity market as measured by the S&P 500

indicates a drop of about 3.5% over this last three-week period.



The next page shows the 30-year Treasury Bond. In the middle of June yields

started to go back up because prices were coming down and the fixed income

managers suffered through that, but since about the first of August, the 30

year Treasury Yield topped out at about 5.5% and since that time it has been

coming back down. In fact, as of close on 09/09/03 it stood at 4.88%. So what

has happened in the stock market is the fund has given up a little ground but

made a little back in the bond market. Unfortunately not enough in the bond

market to offset what has happened in equities, but nevertheless a little bit

of a cushion.



Mr. Harris inquired as to how the fixed income managers were handling things

with the trend going down.



Mr. Swift stated that he felt they were being very, very careful. He feels

they?re very concerned about whether the move down in rates will continue, but

that if there should be another move up, then the prices in the bond market

would be obviously be negatively affected.



The next page takes you through the usual format that is used to look at the

managers. All three of the fixed income managers were ahead for the last three

weeks. First Union had the best performance of all three, they were ahead

almost 1.7%. All three had a positive period during this short time for a

total combined fixed account up 1.1%. Both growth managers were down, Eagle

actually had the worst performance of all the money managers, down 4%.

Rittenhouse was down 2%. Normally these kinds of returns are not seen over a

year or a quarter much less a 21-day period and really speaks to the volatility

of the stock market. The combined growth managers were down 2.7%. The

combined value managers were down 2.8%. Victory Capital will present today and

the board should keep in mind they have been on our watch list. They met with

the committee about three or four months ago to discuss their performance

status. If, they don?t address this issue today, the board should ask them to

because their results certainly have been sub-par. Core managers, Trusco and

National Assets are both down about 3.5%. The combined core down 3.4%



As for the international manager, Lazard Asset, a combination of both the large

and small cap fund values were down less than 40 basis points. The combined

equities as would be expected with the market being down, were down 2.7% and

the value of the account dropped from $158.3 million to $156.7 million. It

appears that stocks have not done well and bonds have done pretty good.



Mr. Harris asked Mr. Swift what was the total amount of the fund 1 to 3 yeas

ago. Mr. Swift stated that it was up to about $178 million and indicated that

the fund took a pretty good hit with the bear market.



He stated that going back to February 2000, when the market peaked and then

started down in March and the NASDAQ followed, it peaked in about the middle of

May 2000 and through March of 2003, equities had a significant downfall.



Having kept 50/55% of the money in bonds and with the bond market?s huge rally

in the last two years. The fund has earned 10-11% a year on the bonds, which

has been huge buffer.



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:



Henry introduced the Conrad Metz, Senior Portfolio Manager, and Frank Felice,

Senior Client Manager from Victory Capital Management, who were here to present

their annual report. Mr. Metz introduced Robb Bunnen as an institutional sales

representative with Victory Capital Management. He has been with Victory for

over ten years and has the Southeast territory, was in town visiting and wanted

to meet the board.



The report followed the Agenda listed below:



Investment Policy Guidelines



Style:

They invest in value-oriented investments, in companies, whose stocks offer

above average total return potential compared to the Russell 1000 Value Index.



Objective:

The portfolio objective is to display a level of risk associated with the

portfolio, which is less that the risk associated with Russell 1000 Value

Index. And, is expected to generate a total return that equals or exceeds the

Russell 1000 Value index.





Market Review

Investment Highlights

Portfolio Allocation





Portfolio Performance

Dispersion Of Returns

Sector Weights

Top 10 Holdings





Portfolio Characteristics





Economic And Equity Outlook

The stock market?s second quarter rally is running ahead and, hopefully,

leading way. The U.S. economy is well positioned for above-average growth





Invest Process

The Sector teams make outstanding selection decisions

The Buy and Sell Disciplines





Supplemental Information







Asset Statement

List of the stocks ordered by attribute as well as new stocks that went into

the portfolio or positions that were closed.



Mr. Metz and Mr. Felice were thanked for the presentation and with no further

questions, they were dismissed from the meeting.



Mr. Harris asked Mr. Swift what he thought about Victory since they are on our

watch list.



Mr. Swift responded by stating that basically what they?re saying is that the

market is going to come to them, that it?s going to start favoring their style

of investments. He reconfirmed that even though in the last quarter they were

flat with the Russell 1000, they are still 800 basis points behind and that is

the most he has seen from any manager. He feels they should be kept on the

watch list and that the board start looking at the next couple of quarters and

if the gap doesn?t narrow then the board needs to review them again.



Mayor Poydasheff asked if the board should send them a letter informing them

that they will continue to be on the watch list?



Mr. Harris stated that a letter to that effect, that the board appreciates

their fine report and that they are certainly doing better, but that they will

continue to be on the watch list and hope that things get better soon.





OLD BUSINESS:



None





NEW BUSINESS:



None





With no further business for discussion, Mr. Gray tendered the motion to

adjourn and being seconded by Capt. Starkey the meeting was adjourned.



The next meeting is scheduled for November 5, 2003 at 2:00 p.m. in the Mayor=s

Conference Room. The guest speaker will be from Evergreen Investments.











_____________________________

Julia A. Rasch

Recording Secretary