Director, Strategic Sourcing

REQUEST FOR PROPOSAL

FOR

ACTIVE INTERNATIONAL EQUITY INVESTMENT MANAGEMENT SERVICES

SS/OP/TREASURER/090904

THE REGENTS OF THE UNIVERSITY OF CALIFORNIA

Melvin Stanton

The Assistant Treasurer

September 9, 2004

THE REGENTS OF THE UNIVERSITY OF CALIFORNIAREQUEST FOR PROPOSAL


TIME SCHEDULE

1. Date of Issue: September 9, 2004

2. Deadline To Submit Written Questions: September 16, 2004

3. Final Filing Date: October 1, 2004

4. Proposal Evaluation: October, 2004

5. Finalist Interviews/On Site Inspections: November, 2004 through January, 2005

6. Contracting/Funding: March, 2005

7. Conclusion/Notice to Participants: April, 2005

The University is requesting proposals from qualified firms interested in providing active international equity investment management services. This Request For Proposal (“RFP”) is available on the University’s website at www.ucop.edu/treasurer.

If you are interested, please submit a signed proposal by 4:30PM, PDT, Friday, October 1, 2004, to the University’s procurement officer:

Stuart DavisDirector, Strategic SourcingRe: SS/OP/TREASURER/090904University of California1111 Franklin Street, 10th FloorOakland, CA 94607

Additional instructions for submitting the RFP are included in the RFP. Questions concerning the RFP must be submitted by e-mail by 4:30PM, PDT, Wednesday, September 16, 2004.

Thank you for your interest in this RFP and we look forward to your response.

http://www.ucop.edu/treasurer



TABLE OF CONTENTSPAGE

I. BACKGROUND INFORMATION ………...........................................................4

II. SCOPE OF SERVICES ……………………..........................................................4

III. PROPOSAL REQUIREMENTS AND INFORMATION TO BE PROVIDED BY INVESTMENT MANAGER...........................................................................6

IV. SUBMISSION OF WRITTEN QUESTIONS ........................................................7

V. ADDENDA: ERRORS AND OMISSIONS...........................................................7

VI. SUBMISSION OF PROPOSALS...........................................................................8

VII. STANDARDS FOR EVALUATING PROPOSALS............................................10

VIII. TERMS OF ENGAGEMENT..............................................................................11

IX. COMMENCEMENT DATE.................................................................................11

ATTACHMENTS

A. Fee ProposalB. Representations and Warranties and Minimum RequirementsC. Proposal Questionnaire

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I. BACKGROUND INFORMATION

The Office of the Treasurer of The Regents of the University of California (“Treasurer”) is responsible for managing the investments of the University of California (“University”). The University includes the ten campuses, and five teaching hospitals, and manages three national laboratories, under contract with the Department of Energy. The University of California is administered by the Regents of the University of California, a California corporation recognized in the California constitution. The Regents of the University of California is under the overall direction of a board (“Board of Regents”).

The three University funds which will be included in the international equity investment assets to be managed by the Investment Managers selected pursuant to this RFP are: The University of California Retirement Plan (UCRP) which is a defined benefit pension plan (total assets of $39.3 billion as of 6/30/04); 2) the General Endowment Pool (GEP) which is The Regents’ primary investment vehicle for endowed gift funds (total assets of $4.8 billion as of 6/30/04); and 3) the 403(b) Equity Fund which is a University provided fund available to University of California employees (total assets of $3.4 billion as of 6/30/04). The three funds are collectively referred to in this RFP as “the University Funds.” The international equity investment assets, which would be managed by the successful Investment Managers, would come from any or all of the University Funds, depending on the investment policies of the Treasurer at that time.

The Treasurer seeks to augment its University Funds investment portfolio through the use of active separately managed International Equity (core, value, growth or small cap) portfolios benchmarked to one of the series of MSCI EAFE indices or other similar international indices. The general purpose of this RFP is to solicit proposals from firms with expertise in active management of international equity assets, and to award to the University-selected Investment Managers the opportunity to actively manage that portion of the University Funds allocated to international equity investments. The Treasurer would also encourage proposals benchmarked to other style specific international value or growth benchmarks rather than to one of the series of MSCI EAFE indices or other similar international indices.

The Treasurer will not consider proposals involving regional, dedicated emerging markets or fully hedged portfolios.

II. SCOPE OF SERVICES

The intent of this RFP is to select a number of managers to collectively actively manage approximately $1.5 billion with international equity mandates. It is expected that each Investment Manager will manage between $100 and $300 million of assets in an active international equity portfolio funded from the three University Funds. This amount may

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change depending on the Treasurer’s then existing investment policy. In addition, there will be performance and risk guidelines associated with the mandates. A. Each Investment Manager will have discretion over country and stock selection of the

active international equity portfolio benchmarked to one of the series of MSCI EAFE Indices or other similar international indices. Treasurer-approved investments will be prescribed in the Statement of Investment Guidelines, Objectives and Performance Criteria in the University awarded contract awarded to the selected Investment Manager.

B. Under the contract with the University, each Investment Manager:a. Will be subject to guidelines established by the University (“University’s

Statement of Investment Objectives and Guidelines”, or simply, “Investment Guidelines”;

b. Will have responsibilities which will include securing and voting the University’s interest in all tender offers, mergers, recapitalizations, and taking all corporate actions involving international portfolio securities;

c. Will keep and maintain a record of how the Investment Manager executed all such corporate actions, and, on a quarterly basis, provide the University with a detailed written report, identifying the company, the number of shares the University held in the company, the issue on which the vote was taken, and the action taken by the Investment Manager.

d. Reconcile statements and transactions on a monthly basis with State Street Bank, the custodian for University Investment Assets.

C. The Investment Manager will adhere to the Investment Guidelines, which will be developed by the University, specifically for each manager chosen, and which will be incorporated into the contract. Investments in tobacco companies will be prohibited. A list of such companies will be provided by the University within the guidelines.

D. The Investment Manager will provide advice to the University’s staff on market conditions, including positive and/or negative trends, and various security-related issues, such as corporate actions proposed to be taken by the companies in which the Investment Manager has invested the University’s assets.

E. The Investment Manager will provide written performance reports to the University staff and consultants as requested by the University, by the tenth working day after each month end. Holdings as of the month-end and transactions that occurred within the portfolio during the month will be provided by the third working day after month-end to the University of California investment staff.

F. The Investment Manager will be available to attend Investment Committee, Board of Regents and/or staff meetings in California if requested by the University.

G. All custody and trust services required in connection with the activities of the Investment Manager shall be managed by State Street Bank.

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III. PROPOSAL REQUIREMENTS AND INFORMATION TO BE PROVIDED BY INVESTMENT MANAGERS SUBMITTING PROPOSALS

The University’s requirements for the information to be contained in the RFP are as follows. The University reserves the right to reject any proposal that, in the sole and exclusive judgment of the University, fails to provide all of the information requested below. In the event that none of the proposals is satisfactory, then no selection will be made. Please provide the required information in the same order in which it is requested here.

A. Cover Letter

The RFP must include a cover letter. It must also be signed by the individual who is authorized to contractually bind the proposing Investment Manager. An unsigned cover letter may cause the proposal to be rejected. The letter must also contain the following:

1. The Investment Manager's name, address, e-mail, telephone and facsimile number.

2. The Investment Manager's Federal Employer Identification Number and, if applicable, Corporate Identification Number.

3. The name, title or position, e-mail address, and telephone number of the individual signing the cover letter on behalf of the Investment Manager.

4. A statement, signed by the person purporting to have the authority to commit the Investment Manager to terms of the proposal, indicating that the signer is authorized to legally bind the Investment Manager to contract if the terms of the proposal are accepted by the University.

5. The name, title or position, e-mail address, and telephone number of the primary contact and/or account administrator, if different from the individual signing the cover letter.

6. An acknowledgement by the Investment Manager that the proposal is a firm and irrevocable offer good for one (1) year from the date of the proposal.

7. A statement that the Investment Manager has available the staff and other resources required to perform all services required by the RFP and to provide all required deliverables within specified time frames.

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B. Fee Proposal

Investment Managers must submit their fees in the format prescribed in Attachment A, Fee Proposal. Any deviation from the prescribed format, which in the sole opinion of the University is material, may result in the rejection of the proposal. The proposed fee shall include all costs and expenses for providing to the University the services as described in this RFP, and shall be fixed for three years. The University encourages managers to submit proposals based upon a performance-based fee structure.

C. Representations and Warranties and Minimum Requirements

All Investment Managers are required to submit a signed copy of the Representations and Warranties and Minimum Requirements in Attachment B of this RFP. The statement must contain sufficient information as prescribed to assure the University of its accuracy. Failure to provide complete information may result in the rejection of the proposal.

D. Proposal Questionnaire

Investment Managers must complete and return the Proposal Questionnaire attached hereto as Attachment C. The information requested must be provided in the format prescribed in Attachment C. Proposals, which in the sole opinion of the University materially deviate from the prescribed format, may be rejected. All responses to the questionnaire will be subject to verification for accuracy. Proposals containing false or misleading information may, at the sole discretion of the University, be rejected.

IV. SUBMISSION OF WRITTEN QUESTIONS

Questions Investment Managers may have regarding the information or requirements contained in this RFP must be received by the University by e-mail at [email protected], no later than September 16, 2004 at 4:30 p.m. Copies of all questions and the University’s responses will be available on the Internet at www.ucop.edu/treasurer. Sources of questions will not be identified when answered.

V. ADDENDA: ERRORS AND OMISSIONS

The University may modify any part of the RFP in writing by issuing an addendum. Addenda issued prior to the final filing date for submission of proposals will be available on the Internet at www.ucop.edu/treasurer. Addenda issued after the final filing date will be sent to all Investment Managers from whom the University has received a proposal.

If an Investment Manager discovers any ambiguity, conflict, discrepancy, omission or other error in this RFP, the Investment Manager shall immediately notify the University’s procurement officer of such error in writing and request clarification or


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modification of the RFP. Such notice shall be given prior to the final filing date for submission of proposals. Modifications of the RFP by the University shall be made by addenda. Clarifications by the University shall be issued on the Internet at www.ucop.edu/treasurer. If, prior to the final filing date for submission, an Investment Manager fails to notify the University of a known error, or an error that reasonably should have been known, the Investment Manager shall not be entitled to additional consideration or time by reason of the error or its late correction.

VI. SUBMISSION OF PROPOSALS

A. Please submit a signed proposal in a sealed package by 4:30PM, PDT, October 1, 2004 to:

Stuart DavisDirector, Strategic SourcingRe: SS/OP/TREASURER/090904University of California1111 Franklin Street, 10th FloorOakland, CA 94607-5200

A signed proposal must contain original signatures and be placed in a loose-leaf, three-ringed binder, which displays the Investment Manager's name on the outside front cover. (Do not submit a signed proposal with spiral binding.)

In addition, please send a second signed proposal, three bound copies, and a diskette with an Excel file containing monthly composite returns + e-mail only an Excel file containing monthly composite return data (as discussed in Performance (Section G, question 2) in questionnaire) by 4:30 PM, PDT, October 1, 2004 to:

Melvin StantonThe Assistant TreasurerUniversity of California

P.O. Box 24000Oakland, CA 94623-1000

E-mail: [email protected]


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Also send one copy plus diskette with an Excel file containing monthly composite returns of your proposal to:

Ann DeeRichards & Tierney, Inc.111 West Jackson BoulevardSuite 1411Chicago, IL 60604

Richards & Tierney is the consultant to the Board of Regents and will be assisting the Treasurer in the RFP process.

The proposal must be accompanied by a cover letter as discussed in Section III that should be signed by a least one individual who is legally authorized to bind the firm contractually.

The Representations and Warranties and Minimum Requirements in Attachment B of this RFP, signed by an authorized officer of the firm, must be included as an attachment to the cover letter referenced in the prior paragraph.

B. Should your proposal contain proprietary information, a statement to that effect must be included in the cover letter, and a list of all so designated pages must immediately follow the cover letter. (Please label "Proprietary Information" in the upper right hand corner of any pages so designated.) The University will use reasonable efforts to exempt such pages or items from public disclosure except to the extent required by law. The University makes no representations or warranties that such efforts will be successful. Please note that the entire proposal cannot be considered proprietary.

Except as specifically otherwise requested by the University, submission of proposals or any portion thereof via facsimile transmission, electronic, or magnetic media shall not be allowed. The University shall not accept or consider any proposal material submitted in this manner.

C. If, prior to the final filing date for submission of proposals, an Investment Manager discovers an error or omission in its proposal which it has already submitted to the University, the only method of correcting, modifying, or completing the proposal is to withdraw the proposal in its entirety prior to the final filing date and time by written notification to University. A complete, corrected proposal package may be resubmitted, but not after the final filing date and time. Modification offered by the Investment Manager in any other manner, whether oral, written, facsimile transmission, or otherwise, will not be considered.

D. The proposals become the property of the University upon submission. All costs for developing proposals are entirely the responsibility of the Investment

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Manager and shall not be charged to the University. The University accepts no responsibility for lost, misplaced, mishandled, and/or late delivery of proposals.

E. An individual, firm, partnership, corporation, or combination thereof, may submit more than one investment product to be considered for this active international equity mandate. Each product must be submitted separately. Each product submitted will be evaluated separately from (and with complete documentation specified by the Request for Proposal) any other product(s) submitted by the entity.

VII. STANDARDS FOR EVALUATING PROPOSALS

The purpose of the proposal evaluation process is twofold: (1) to assess the responses for compliance with the RFP’s minimum qualifications, content, and format requirements; and (2) to identify Investment Managers that have high probability of satisfactorily performing the services requested by the University. The evaluation process will be conducted in a comprehensive and impartial manner as set forth herein.

The University may reject any or all proposals and may or may not waive any immaterial deviation or defect in a proposal. The University’s waiver of an immaterial deviation or defect shall in no way modify the RFP documents or excuse the Investment Manager from full compliance with the RFP requirements. Proposals, which contain false, or misleading statements, or which provide references which do not support an attribute or condition claimed by the Investment Manager shall be rejected. Any attempt by an Investment Manager to initiate contact with any member of the proposal evaluation team, the members of the Board of Regents, and/or the University’s staff, other than the procurement officer, may disqualify the Investment Manager from further consideration.

Proposals will undergo an evaluation process conducted by a team of reviewers selected by the University. Each team member will independently evaluate the proposal. Those Investment Managers, which, on the basis of the submitted proposals, the University believes best meet the University’s requirements for the delivery of the services sought under this RFP, will be considered to be potential finalists and will be interviewed by the University’s staff. The potential finalists will be interviewed at the offices of the Investment Manager. Based on its evaluation of the proposals, the University may conclude that there is only one finalist.

The University, in its exclusive discretion, shall select such proposal(s) as it considers to be in the best interests of the University. While cost is a consideration, the University reserves the right to award the resulting contract on the basis of all relevant considerations and the University’s overall evaluation of the Investment Manager’s ability to meet the University’s needs. Proposals that are not selected will remain the property of the University. Each proposal submitted will receive notice of the University’s decision on the proposal after the accepted proposals have been funded. The University requests that the firms submitting proposals await the response of the

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University and not place calls to the University staff seeking to learn the status of the proposal.

VIII. TERMS OF ENGAGEMENT

The University’s engagement of the Investment Manager will be documented in a contract between the University and the selected Investment Manager. Although the Investment Manager will have a three-year term, the investment management contract will be renewable annually on election by the University. The contract may be terminated by the Investment Manager, with or without cause, with not less than 30 days’ prior written notice. The University may terminate the contract immediately upon written notice to the manager.

The Investment Manager will be an independent contractor for purposes of this engagement and will be required to indemnify, hold harmless, and, at the University’s election, to defend the University from and against all losses, expenses and claims incurred by the University as a result of the Investment Manager’s negligent or willful acts or omissions. The Investment Managers will be required to provide evidence of insurance coverage deemed appropriate by the University. The University will not indemnify, hold harmless, or agree to limit the liability of the Investment Manager for the Investment Manager’s negligent or willful acts or omissions in connection with this engagement.

Unless previously approved in writing by the University, the selected Investment Manager will not be permitted to use, in advertising or promoting its services to others, or otherwise refer to in connection with its communications with others outside the scope of the subject engagement, the fact that it is performing services for the University.

IX. COMMENCEMENT DATE

The University and the successful Investment Manager shall determine a mutually agreeable starting date. The contract shall not become effective until signed by all parties.

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ATTACHMENT A



FEE PROPOSAL

Name of Firm

Investment Managers must submit their annual fee schedule for active international equity management services in the format prescribed below. The proposed fee shall include all costs for providing investment services to the University as described in this RFP. The fee earned by the Investment Manager will be paid from the portfolio (i.e., deducted from the portfolio). Fees will be paid quarterly in arrears by the University and will be based on the portfolio’s quarterly average of month-end market values as determined by the custodian.

The asset-based fee break points should be set forth in the following format. Once the Investment Manager is selected, the fee may be further refined , if a performance fee is chosen. The Treasurer has a strong preference for performance fees.

A. Proposed Fees Market Value* Manager’s Fee of Portfolio In Basis Points

First $__ Million _________________

Next $__ Million _________________

Next $__ Million _________________

(Additional breakouts if needed)

B. Do fees in ‘A’ above include custody fees? If not, please specify.

C. Performance Fee – the University has a strong preference for a performance fee arrangement. Would your firm accept a performance fee management? If so, what is your proposed fee structure?

Signature Title

Name of Firm Date

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REPRESENTATIONS AND WARRANTIES AND MINIMUM QUALIFICATIONS

All Investment Managers must execute and submit a copy of this Attachment B as a part of their proposal:

A. Investment Manager warrants that it will not delegate its fiduciary responsibilities.

B. Investment Manager warrants that it has completed, obtained, and performed all registrations, filings, approvals, authorizations, consents or examinations required by governments and governmental authorities necessary to provide the services being offered under its proposal being submitted to the University.

C. Investment Manager warrants that it meets all of the minimum qualifications applicable to the firm under the RFP as follows:

1. It has at least $750 million in institutional (taxable and non-taxable) assets under management in active international equity as of August 31, 2004.

2. It is SEC-registered or exempt from registration and if exempt from registration and must provide the nature of the exemption. The Investment Manager must submit its full Form ADV (Parts I and II).

3. It can provide at least a three-year performance record as of June 30, 2004. All performance calculations must be AIMR Compliant.

4. It can provide performance history submitted by the team responsible for the management of this account.

5. It has at least three tax-exempt institutional clients invested in international equity, as of August 31, 2004.

6. It has been in operation as an investment management organization for at least three years as of August 31, 2004.

7. It is not proposing a manager of manager’s strategy.

__________________________________ ______________________________Signature Title

__________________________________ ______________________________Name of Firm Date

- 14 -ATTACHEMENT C

ACTIVE INTERNATIONAL EQUITY INVESTMENT MANAGEMENT SERVICESPROPOSAL QUESTIONNAIRE

INSTRUCTIONS: The University is soliciting proposals for active international equity investment manager services in the RFP to which this is Attachment C.

A. PRODUCT NAME:

B. BENCHMARK NAME: ___________________________________________________

C. NAME OF FIRM:

D. MAIN ADDRESS:

E. CONTACT: Name:

Title:

Phone:

E-mail:

Fax:

F. FIDUCIARY CLASSIFICATION:

_________Bank

_________Insurance Company

_________Registered Investment Advisor (Inv. Advisors Act of 1940)

_________Affiliate of Fiduciary (name and classification):

_________Other: ________________________________________

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SECTION I

A. ORGANIZATIONAL BACKGROUND

1. Describe the ownership structure of your firm. Identify any (all) affiliated and subsidiary organization(s). Do investment professionals participate in equity ownership? If so, what percentage?

2. List the location(s) of your headquarters and branch offices and state the primary function of each office. Where does the portfolio management and client servicing function for this separately managed portfolio reside?

3. Describe the levels (U.S. dollar amounts) of coverage for SEC-required (17g-1) fidelity bonds, errors and omissions coverage and any other fiduciary coverage, which your firm carries. List the insurance carriers supplying the coverage and show the amount carried by each.

4. Within the past 3 years ending August 31, 2004, have there been any significant developments in your organization (changes in ownership, personnel reorganization, new business ventures, etc.)? If so, please describe.

5. Describe in detail any potential conflicts of interest your firm might have in the management of this separately managed portfolio. Include any activities of affiliated or parent organizations, brokerage activities, investment banking activities, or any past or current relationships with The Regents and the Treasurer’s investment staff. Include any other pertinent activities, actions, or relationships not specifically referred to in this question that might impact your ability to perform under this arrangement. Also disclose any relationship with Richards & Tierney and any financial remuneration paid to Richards & Tierney.

6. Please describe your relationship with your clients’ master custodians, actuaries, and other advisors. Do you have any experience working with State Street Bank in a situation in which State Street Bank was the master custodian for one or more of your clients?

7. Over the past three years ending August 31, 2004, has your organization or any officer or principal been involved in any claim or litigation or other legal/regulatory proceedings, investigations or disciplinary actions relating to your investment activities? If so, provide a brief explanation and indicate the current status.

8. Describe your plan and arrangements in place for an alternative worksite should your facilities become inoperative because of fire, earthquake, terrorist actions, etc. How long has the plan been in place? How frequently is the plan updated?

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9. Provide a specific summary of your firm’s five-year growth plan. Do you have a written five-year plan? Comment on any present or planned areas of emphasis over the five-year period. Address any points you feel are pertinent, but include responses to the following:

a) Projected assets under management (indicate assumptions regarding market level changes).

b) Projected number of account relationships.c) Planned staff additions; include approximate timing in relation to

asset growth. List additions by general category: investment professionals, client service, administrative, and marketing.

d) Describe your succession plan to deal with portfolio manager & upper management turnover.

e) Plans for the development of new investment approaches or products.f) Plans for any significant research or technology initiatives.g) How do you expect to maintain your competitive advantage as assets

increase?

B. PROFESSIONAL STAFF

1. Investment Professionals (Answer for total firm):

Number of Investment Professionals*Type Total for Firm Equity International Equity

Product Dedicated

Shared

Senior ManagementPortfolio ManagersResearch AnalystsEconomists

Total* Do not double count individuals* Do not include Sales, Marketing and Client Service

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2. Key Investment Professionals List your firm's key professionals in the format provided below. Highlight in bold print those directly responsible for the management of the University’s account, including Client Service. In an Appendix to this questionnaire, provide a detailed biography, description of present responsibilities, the number of accounts and total assets being managed for each person identified.

KEY INVESTMENT PROFESSIONALSInvestment Experience

Name ResponsibilityWith Firm + Prior

Total= Years

3. Please describe any changes in professional staff over the past three years ending August 31, 2004. Be specific.

4. Provide an organization chart identifying key professionals in your organization.

5. a. Discuss your organization’s compensation and incentive program. How are professionals evaluated and rewarded? What incentives are provided to attract and retain superior individuals? If equity ownership in your firm is available to employees, on what basis is it determined and distributed? Specific to the proposed product, what is the incentive compensation program for the portfolio managers and analysts on the investment team?

b. Describe your firm’s immediate and near-term backup procedures in the event the key investment professional assigned to perform the services requested under this RFP should leave the firm.

6. Identify the five professionals your firm could not afford to lose. What are their roles in the organization?

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C. ASSETS UNDER MANAGEMENT

12/311998

12/311999

12/312000

12/312001

12/312002

12/312003

8/312004

a. Total assets under management (all products) ($ millions)

b. Total equity assets under management (all products) ($ millions)

c. Total institutional equity assets managed in international equity ($ millions)

d. Total assets managed in the proposed international equity product ($ millions)

e. Total institutional assets managed in the proposed international equity product ($ millions)

f. Total assets managed in the proposed international equity for U.S. tax-exempt clients in separate accounts ($ millions)

g. Number of Separate Accounts in (f.)

1. Please list the 5 largest tax-exempt accounts currently managed in your proposed international equity product.

Type/Name Inception Date

Market Value (8/31/04)

2. Please list three clients of comparable size to the potential account ($100-$300 million), as references for whom you have provided international equity management services. Include client name, address, and name and telephone number of contact person. Also indicate the length of your relationship and assets under management for each reference.

3. What is the minimum account size you would accept on a separate account basis?

4. Please indicate the number of total firm accounts and amount of assets gained or lost for the periods listed below:

Clients Gained Clients Lost* Date Number $ Million Number $ Million

199819992000200120022003

Thru 8/04

- 19 -* Please indicate the reasons for accounts lost.

5. Please indicate the number of total active international equity accounts and amount of assets gained or lost for the periods listed below:

Clients Gained Clients Lost* Date Number $ Million Number $ Million

199819992000200120022003

Thru 8/04* Please indicate the reasons for accounts lost.

6. Please discuss your firm's plans for future growth in international equity management.

D. DIRECTED BROKERAGE /SOFT DOLLARS

1. Does your firm accept direction from your clients? Explain.

2. What is the maximum percentage that could be directed by the University that would be acceptable to your firm?

3. Please provide a copy of your written policy statement regarding soft dollars.

4. Please provide a list of services procured under soft dollar arrangements for your firm, including the percent of clients’ commissions used to pay for these services.

E. TRADING

1. Describe the general trading strategy as a part of the portfolio management process.

2. Describe the firm’s trading capabilities associated with the product. Include:

The average daily trading volume (in $ and number of shares) of the desk.

3. Describe the firm’s execution of trades in your equity portfolios (i.e., pooling of orders, block transactions, etc.).

4. Describe the systems and procedures used to settle trades, monitor trades relative to guidelines, and reconcile accounts with the custodian.

5. Describe how the firm minimizes trading costs.

- 20 -6. Discuss how your firm monitors the quality of your execution. Do you use any

transaction measurement service? If yes, please identify the vendor.

7. How does your firm choose and retain brokers? How is “best execution” evaluated?

8. What was the average cents-per-share commission on trades executed over the past year?

F. COMPLIANCE/INTERNAL CONTROL STRUCTURE

1. Provide a detailed summary of your firm’s compliance process and organization. Identify senior or key personnel in the firm’s compliance process.

2. Please attach a copy of your firm’s code of ethics policy.

3. Do you have a real-time (or pre-settlement) compliance monitoring system (i.e., controls that alert you to possible breaches of investment guidelines)?

4. What are your firm’s procedures to ensure that a client’s investment policy is followed and that prohibited activities do not occur?

5. Describe any client investment guideline violations over the past three years.

6. Which AIMR standards or codes has your firm adopted? How are they enforced or monitored?

7. What regulatory organizations perform audits or have authority over your firm? What area(s) does each oversee?

8. Does your firm have an internal auditor? If so, what procedures, related to your organization, have been reviewed by the audit staff?

9. Has your firm had any independent third party internal control review (SAS 70) performed? Please provide a copy of SAS 70 if available, or other internal control review documentation, preferably prepared by an independent third party.

10. What CPA firm performs your annual audit? What type of opinion did the reports from the last two years contain? Please provide copies of the firm’s most recent audited financial statements and auditor’s management letter.

G. CLIENT SERVICING AND REPORTING

1. Which of your firm’s offices would provide the service requested under this RFP? What services would specifically be provided by which office?

2. Who will be the client service officer? How often could the person be available for client meetings? How often could the portfolio manager, chief investment officer and/or firm president be available for client meetings?

3. What contribution can your firm make to the University investment process beyond managing a separately managed portfolio? Will you make research skills and resources available for reasonable special requests? Be specific.

4. Describe how quickly your firm is able to provide accurate, final asset and

- 21 -transaction statements following month-end, in dollar denominated values. Provide samples of client reports.

5. Describe any on-line information or reporting capabilities you make available for client use. Can you provide client reports via e-mail or another electronic form as well as by hard copy?

6. Describe your firm's capabilities for providing customized reports.

7. What additional information is provided to clients to increase their understanding of your investment process (newsletters, economic reviews, etc.)?

H. OPERATIONS

1. Please provide a flowchart showing the process of purchasing a security from analysis to settlement showing who at your firm performs each activity, approves each step, and reviews the step for accuracy, completeness, and compliance.

2. How are cost and market value reconciled with the custodian bank? How are differences resolved?

3. How often does your firm price the portfolio? What method(s) and what source(s) does your firm utilize to price the portfolio?

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SECTION II

A. EQUITY INVESTMENT PHILOSOPHY/ORIENTATION

1. Describe your firm’s investment philosophy for the product. What market anomaly or inefficiency are you trying to capture? Why do you believe the philosophy will be successful in the future? Provide any evidence or research that supports this belief. How has the philosophy changed over time? How do you define the product’s style?

2. Describe your investment strategy (e.g., top-down; bottom-up; fundamental; quantitative; timing; contrarian; technical), including the importance of each component.

3. What is the most appropriate benchmark for your product? Why?

4. Explain the roles of the portfolio manager vs. the security analysts in your investment process. Also describe the roles of various policy/strategy committees (if any).

5. What is your expected level of annualized out-performance over three to five years relative to the MSCI EAFE or whichever style index may be more appropriate?

6. Describe the source(s) of value-added performance by this strategy (take as given our allocation to and assumption of market risk for this asset class). Please be specific. Focus on sources of sustainable competitive advantage. What would cause you to reevaluate the process?

7. What percent of your value-added would you attribute to the following?

Investment Style % Value AddedCountry allocation decisionCurrency management decisionMarket TimingIndustry/sector diversificationSecurity selectionOther

8. Describe the circumstances or market condition that would favor your investment strategy. When can it be expected to be out of favor or unrewarded? What would you do in either case to alter your process?

- 23 -9. What other investments such as bonds, options, equity index futures, convertibles,

commingled funds, etc. would be utilized? What impact would limiting holdings to only publicly traded equities have on the portfolio? Do the portfolios included in your performance composite include any securities that are not publicly traded equities or cash/cash equivalents?

10. What is the approximate percent of total firm revenue generated by this product?

Note: You may be asked to provide end of month holdings and monthly returns for multiple representative “live” separate portfolios as part of the due diligence process.

B. INTERNATIONAL EQUITY PROCESS

1. Describe your decision-making process, including: the people involved (i.e., committee, board, etc.) the inputs that are considered and their sources the types of decisions reached, i.e., sector, industry and individual security how those decisions are implemented the methods used to monitor compliance due to portfolio changes

2. Describe your portfolio construction process. What is the universe from which securities are selected? What are the key macroeconomic factors utilized in the country, sector, and

stock selection process? How are these factors compiled and who within the portfolio management team is responsible for contributing these factors to the process? What is the relative contribution to results from macroeconomic inputs over time?

What valuation approaches are used in evaluating countries, sectors, and stocks? Will the portfolio be value, growth or core in its style orientation? Does style differ by country? What contribution to results is expected from style? Please be detailed and specific.

What specific fundamental factors (P/B, earnings, growth, sales margins, etc.) are integral to the country, sector, and stock selection process? What is the relative importance of these factors?

What types of securities are used (common, preferred, convertible, derivatives, etc.)?

How many securities are typically contained in a portfolio? How are individual country, sector, and security weights determined? What time horizon is generally assumed for portfolio ideas?

3. How important is benchmark-tracking error in portfolio construction? Is it measured and managed? If so, how? Can you adjust the risk level if requested?

4. Describe your sell discipline. What factors dictate your sell discipline and how do they rank in importance?

- 24 -

5. Describe in detail your use and frequency of use of derivative securities. Include a discussion of how the use of such securities is consistent with your approach. Detail the advantages, potential risks, risk controls and your expertise with these securities.

6. Under what circumstances would your firm depart from your investment disciplines? Have you ever departed in the past? If so, please describe when and why.

7. What is the expected annual turnover (the lesser of purchases or sales divided by average market value) for an international equity portfolio? What was the actual annual turnover for each of the past three years ending December 31, 2003?

8. Would you be able to manage an account that meets the benchmark criterion to exclude tobacco stocks?

9. Provide your internal guidelines for the proposed international equity product under a fully discretionary basis. Include the following:

Maximum sector exposures Maximum security exposure at purchase and at market value Types of financial instruments used (common, preferred, convertible,

derivatives, etc.) Market capitalization ranges by security Forecasted tracking error (if used) Minimum or maximum exposure to emerging markets A list of non-EAFE countries within which your firm will invest.

10. Describe your firm’s currency management process. Does your firm employ hedging or cross hedging strategies? What hedging instruments does your firm use? Are currencies managed separately or are currencies managed in conjunction with country or security selection?

11. Is an analysis of corporate management and governance incorporated into your research and security evaluation process? If so, how is it incorporated into buy & sell decisions?

- 25 -C. PORTFOLIO CHARACTERISTICS

1. Please provide a market capitalization percentage breakdown (dollar weighted) for the holdings in the subject product as of the following quarter-end periods. Please specify the benchmark used and include the most recent fourth quarter market cap values for the benchmark.

Portfolio % Benchmark %

Market Cap Range 4Q-02 4Q-03 2Q-04 4Q-02 4Q-03 2Q-04$0 - $1 bil$1 bil - $3 bil$3 bil - $5 bil$5 bil - $7 bil$7 bil - $10 bil$10 bil - $25 bil$25 bil - $50 bil$50 bil - $100 bilAbove $100 billion

2. Please provide a regional percentage breakdown (dollar weighted) for the holdings in the subject product as of the following quarter-end periods. Again, please specify the benchmark used and the fourth quarter regional percentages for the benchmark.


Location 4Q-02 4Q-03 2Q-04 4Q-02 4Q-03 2Q-04UKEurope (ex UK)JapanFar East (ex Japan)CanadaEmerging EuropeLatin AmericanEmerging AsiaOther – South Africa

3. Please provide a percentage breakdown (dollar weighted) by industry sector for holdings in the subject product as of the following quarter-end periods. Again, please specify the benchmark used and the fourth quarter industry percentages for the benchmark.


Industry 4Q-02 4Q-03 2Q-04 4Q-02 4Q-03 2Q-04Consumer Discretionary

- 26 -

Consumer StaplesEnergyFinancialHealth CareIndustrialsInformation TechnologyMaterialsTelecomUtilitiesCashTotal

4. Please provide a snapshot of the following characteristics for the subject product as of the following quarter-end periods. Also specify the benchmark used and the fourth quarter characteristics for the benchmark.


Characteristic 4Q-02 4Q-03 2Q-04 4Q-02 4Q-03 2Q-04Dividend YieldROE5-Yr Earnings Growth (projected)P/E (trailing)P/E (forward)P/E (current)P/Cash FlowP/Book ValueBeta (given benchmark)

D. RESEARCH

1. Describe the structure and organization of your firm’s research capability. Are the research analysts centralized or dedicated to this mandate or team? What external research sources do you use? What percentage is external?

2. Describe the sources and processing of information used to select countries, sectors and securities. Are you seeking unique sources of information? Are you applying unique methods to process the information?

3. Describe any technical or quantitative support processes or tools used in the research process.

- 27 -4. Using 100% to reflect the aggregate of your firm’s research effort, indicate the

relative importance of each of the following elements to the research process:

Country analysis %Sector analysis %Currency analysis %Fundamental analysis of companies %

Total 100%

5. Describe the major research and technology initiatives implemented in the past three years. How did these initiatives enhance your firm’s capabilities?

E. CORPORATE GOVERNANCE

1.What procedures have you established to ensure that corporate actions (i.e., tenders, recapitalizations, reorganizations, mergers, indenture changes, etc.) on international equity securities are received and executed on a timely basis?

2.Please describe your reporting capabilities regarding corporate actions.

3.Do you anticipate strengthening/expanding your capabilities in the corporate actions area over the next 12 months? If so, please describe your goals in this area.

F. RISK MANAGEMENT – INVESTMENT PROCESS

1.Do you have a risk oversight officer who operates independently from portfolio managers or other investment policy decision makers? (If so, please provide name and phone number.) Is risk oversight part of or separate from general compliance activities?

2.Do you have a written policy concerning general risk oversight policies and objectives? (If so, please provide a brief summary of your risk oversight framework and strategy.)

3.How often do you review general risk oversight policies and procedures to ensure that they reflect current practices in the investment industry?

4.How do you measure and monitor risk to ensure that risk parameters are in line with the benchmark and within client guidelines? Who is responsible?

5.Briefly describe your risk control procedures for the total portfolio. Please distinguish the portfolio management process from the security selection process (see also next question).

6.Briefly describe your risk control procedures for individual securities.

7.Describe the risk metrics employed in managing the portfolio (e.g., beta, tracking error). How are limits set (i.e., how much deviation is allowed)?

8.Describe any risk adjusted performance measures or statistics employed in managing and monitoring the portfolio.

- 28 -9.Describe the use of stress testing or scenario analysis in managing the portfolio.

10.Describe the use of any forward-looking risk models used in managing the portfolio (e.g., BARRA, proprietary model).

11.If you have produced an active risk decomposition into systematic factors (e.g. countries, sectors, styles) and residual security risk for the following dates: June 30, 2004, June 30, 2003, June 30, 2002 and June 30, 2001, please provide the output of your analysis. Provide correlations among the active components of the strategy.

12.Describe the use of any other quantitative tools or models (not covered above) used in managing and monitoring the portfolio.

13.Describe your internal guidelines for diversification and concentration for this portfolio. Discuss position, issuer, industry, sector, country, and regional limits, as appropriate.

14.Describe any restrictions on the holdings of particular securities, countries or sectors (not covered above).

.

- 29 -G. PERFORMANCE

1. For your proposed active international equity product, please provide in two separate tables quarterly gross and net of fees performance data since inception for the product composite. Assume an account size of $200 million. Indicate if returns are net or gross of custody costs. Certify that all performance is AIMR compliant. Simulated returns are not acceptable and the proposed international equity strategy must include a continuous track record. In the tables below, please provide data to at least two decimal places. Specify the market index used as the product benchmark.

2004 2003 2002 2001 2000 1999 1998 1997 1996 1995Quarter 1Quarter 2Quarter 3Quarter 4

Total Return (YTD) [1]

% % % % % % % % % %

Prod. Index % % % % % % % % % %Difference % % % % % % % % % %

- 30 -[1] Thru June 30, 2004

Also provide in two separate tables gross and net of fees annualized returns in the format illustrated by the table below:

Annualized Returns

1 Year Ended 6/30/2004

3 Years Ended 6/30/2004



Total Return % % % %Prod. Index % % % %Difference % % % %

- 31 -

Please provide peer group rankings on an annualized and calendar year basis for the performance listed above. Please also provide a description of the peer group.

2. In addition, please provide in two separate tables monthly gross and net of fees performance data since inception for the product composite thru June 30, 2004. Assume an account size of $200 million. The information must be provided in Excel spreadsheet format as described below. Again, please make sure to provide dates as Excel dates and performance information as numbers with at least two decimal places.

Please email the Excel spreadsheet as an attachment.

Date Total Product Performance %

Total Benchmark Performance %

1/31/01 4.56 2.092/28/01 -2.82 -5.00etc…

3. a. If you have done an attribution analysis of your proposed product’s investment return variance (both positive and negative) from the stated benchmark return, please include the output of your analysis in a format similar to that shown below. In the attribution analysis identify the contributions of sector and stock selection.

2004Thru

June 30

2003 2002 2001 2000 1999

Country SelectionIndustry/Sector Selection Stock SelectionOther (specify)Total Variance

b. Was the attribution calculated internally or externally? If internal, please describe in detail the methodology used; if external, please name your vendor.

4. Comment on the degree of dispersion between the investment returns of the accounts within your proposed product composite. A table showing the best and worst returns by account for each of the past three years ending June 30, 2004 should be included.

Documents

Director, Strategic Sourcing