Columbus, Georgia

MINUTES OF THE

BOARD OF TRUSTEES MEETING OF THE

COLUMBUS GEORGIA EMPLOYEES' PENSION PLAN



November 5, 2003





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

Plan was held November 5, 2003 at 2:00 P.M. in the Mayor?s Conference Room.





PRESIDING: Mr. Dan Gray, Vice-Chairman and Mayor Robert Poydasheff, Chairman



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

Gray, Harvey Milner, Joe Smith, Capt John Starkey



ABSENT: Carmen Cavezza, Alan Rothschild



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

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







Dan Gray, Vice-Chairman called the meeting to order. Julia Rasch, Recording

Secretary, gave the attendance. Mayor Bob Poydasheff joined the meeting in

progress at 2:30 p.m. and assumed the chair.





MINUTES OF THE PREVIOUS MEETING:



Ms. Rasch stated that the minutes had not been transcribed since the September

meeting due to her absence but that all past due minutes would be presented at

the next board meeting.





INVESTMENT UPDATE:



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

markets and the portfolio valuation as of September 30, 2003.



Mr. Swift stated that he had mailed a copy of the performance evaluation report

for the quarter ending in September along with a letter summarizing what has

occurred in the bond and stock markets during the quarter ending 9/30/03. The

total fund was up 1.7% vs. 1.4% for the index indicating a rather productive

quarter. During the quarter the bond market had been fairly choppy but the

stock market was good with the S&P 500, for the quarter, being up about 2.5%.

He noted that for the last three years ending in September 2003 the fixed

income managers were up 8%, the equity managers were down 8.5%, so that the

total fund over the last three years has been down about 1%. The point being

that the fixed income side of the equation has saved the fund over the last

three years when there have been some terrible equity losses. But, that?s why

the portfolio was structured with 45/55% of the assets in fixed income to give

that buffer in difficult times in the equity market.



As far as the individual managers are concerned, everyone had a fairly good

quarter. There?s still concern about Victory. They, once again, had a quarter

in which they were behind the benchmark. They?re certainly not the only ones

behind, but they have been consistently behind since they were hired. Another

one that was of concern and the board looked at about six months ago was

National Asset. They had a very good quarter, outperforming the index about

100%. They seem to have turned the tide with the market rotating from low

quality stocks to some of the best, more high quality stocks as the stock

market has come out of the economic recession. The fund has done better,

particularly in September and in October. For the last three years we had a

total return in the portfolio of 9/10% of 1% and our actuarial assumption has

been between 7.5% and 8%, so obviously when the fund falls behind for three

straight years, it?s going to put pressure on the City and the contributions

needed to fund the pension plan. The good news is that the fund is doing a lot

better this year; the fund balance is back up to $162 million in size. The bad

news is the fund has fallen short of the mark for three straight years and as

Ms. Cole has said, at some point it is going to cost the city. This concluded

the report for the quarter



Next, Mr. Swift went on to summarized the information with respect to what has

happened from the end of the quarter to the current meeting date.



On the first chart, the S&P 500, which is the proxy for the stock market. From

the end of September, the S&P stood at 995.97 and has advanced to 1053.25

through November 4, 2003, which was a 5.7% increase in the stock market in 30

days. It?s rather unusual to have that kind of return in such a short period

of time, but the low in the market just happened to coincide with the day of

the last meeting and it?s been very strong since.



The second chart shows the 30-year Treasury. Mr. Swift said he would certainly

welcomes Joe Smith?s comments on the bond market because he knows it better any

one. The situation here is that part of last quarter the market was really

improving with rates coming back down, but then at the end of September through

the end of this last period, November 4, 2003, rates have gone back up again

and obviously when that happens the bond prices suffer and come down in value.

The decline in the fixed income managers is explained by this movement in

interest rates, but is a real nice move up for the equity managers. This chart

just basically says that on 9/30/03 the yield on the 30-year Treasury was at

4.9% and on 10/04/03 it had risen to 5.1%.



Next is the valuation report of the portfolio as of 11/04/03. The fixed income

managers as a group are all down about -.05%, $300,000 or 55 basis points. So,

a slight decline in the last 30 days for the fixed income managers but more

than made up for in all the equity managers. The growth managers are up 4.8%

combined between the two of them. Deutsche Assets just continues to do a

superb job; they just continue to beat their benchmark. They were up almost

8.5% in 30 days, which is pretty remarkable. Victory had a positive period of

time, so your combined value managers were up 7.2% for this period. The Core

managers, Trusco and National, both up nicely for the 30-day period, up almost

6% combined. Last is the international manager, Lazard Asset. They had a

great period too, being up by 5.8%. The combined equity managers were up over

6% for this period, which is expected with the S&P 500 being up 5.7%. The

total account for the City was up 3.05%. About 5 million dollars in value was

added in the last 30 days.

Mr. Gray wanted to know how much money has been pulled out?



There have probably been 2.5 to 3.0 million dollars withdrawn over the course

of the last twelve months and that of course is to pay retiree benefits.



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 Peter Miklos, Managing Director from Evergreen Investments

Institutional, who were here to present their annual report. He then presented

a brief history of how Evergreen has evolved and is now one of the Pension

Fund?s investment managers.



The report followed the Agenda listed below:

Capital Markets Overview

Economic Review/Outlook

Capital markets Performance Summary

Fixed Income Review

Treasury Market Performance

Bond Performance By Sector

Bond Market Performance by Credit Rating





Investment Objectives

Fixed Income Guidelines

Allowable Assets

Prohibited Assets





Portfolio Review

Total Assets

Reconciliation

Investment Performance





Fixed Income Analysis

Portfolio Characteristics

Fixed Income Outlook





Portfolio Holdings

Listing of all securities





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

dismissed from the meeting.

OLD BUSINESS:



None





NEW BUSINESS:



None



Mr. Swift explained to the Mayor that there had been a brief discussion earlier

in the meeting on the actuarial assumptions. He stated that this is an issue

that still needs to be addressed by the board and the actuaries some time in

the future.



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

adjourn and being seconded by Mr. Gray the meeting was adjourned.



The next meeting is scheduled for January 7, 2003 at 2:00 p.m. in the Mayor=s

Conference Room. The guest speakers will be from Rittenhouse and Madison.











_____________________________

Julia A. Rasch

Recording Secretary