REQUEST FOR PROPOSAL



REQUEST FOR PROPOSAL

FOR

ACTIVE MID-SMALL CAP CORE EQUITY MANAGER

FIRM NAME:

ADDRESS:

TELEPHONE #:

FACSIMILE #:

WEBSITE URL: _________________________________________________________

CLIENT CONTACT:

SIGNED[1]:

NAME (Print):

TITLE:

DATE:

A. COMPANY BACKGROUND AND GENERAL DESCRIPTION

1. Please indicate your firm’s fiduciary classifications:

( Bank

( Insurance Company

( Registered Investment Advisor

(Investment Advisors Act of 1940)

( Affiliate of Fiduciary

Other:

2. Please give a brief history of the firm including:

a) The year organized.

b) The year the firm began managing domestic equity accounts for U.S. tax-exempt clients.

c) The year the mid-small cap core equity product was introduced.

3. Please describe the nature of the firm’s ownership, including specific details with regard to any affiliated companies or joint ventures.

4. Please provide an organizational chart which diagrams the interrelationships between the professional staff as well as any parent-subsidiary, affiliate, or joint venture entities.

5. List the total number of persons employed for the mid-small cap core equity product as follows:

| |2004 |2003 |2002 |2001 |2000 |

|Research Analysts | | | | | |

|Economists | | | | | |

|Marketing | | | | | |

|Trading | | | | | |

|Administration | | | | | |

|Client Service | | | | | |

|Other (Specify) | | | | | |

|TOTAL: | | | | | |

6. Please provide the location and function of each of your firm’s offices as follows:

|Location |Function |No. of Professionals |

| | | |

| | | |

7. Please describe the levels (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.

8. Please discuss the overall business objectives of your firm with respect to future growth. Comment on any present or planned areas of emphasis over the near future.

9. For the mid-small cap core equity product, please answer the following:

a) Total number of separate accounts that will be accepted.

b) Total assets that will be accepted.

10. Does your firm practice late-day trading or market timing.

11. What is your policy regarding late-day trading and market timing.

12. Please describe any ongoing lawsuits, pending investigations, and/or SEC audits.

13. Please provide a brief synopsis of any involvement your firm has in the ongoing investigation of mutual fund timing (including specifically whether your firm has received a subpoena and whether any allegations have been made regarding any of your investment products).

14. To the extent that your firm offers mutual funds, what practices (i.e. fair value pricing, redemption fees, etc.) do you now employ or are considering introducing to prevent mutual fund timing abuses?

15. Over the past five years, has your organization, affiliates, parent, any officer or principal been involved in any business litigation or other legal proceedings related to your investment activities? If so, provide a brief explanation and indicate the current status.

16. Has your firm undergone a Securities and Exchange Commission (SEC) audit over the last five years? If yes, please provide a summary of findings.

17. In the last ten (10) years has your firm been the subject of any inquiry/investigation by a federal or state governmental agency? If yes, please explain.

18. Please describe any potential conflicts of interest your firm may have in the management of this account. Include any activities of affiliated or parent organizations, brokerage activities, investment banking activities or any past or current relationships of any kind with board members. Include any other pertinent activities, actions, or relationships not specifically outlined in this question.

19. Please provide a complete Form ADV (Parts I and II).

ASSETS UNDER MANAGEMENT

1. Asset Breakdown and History

| |03/31 |12/312003 |06/302003 |12/312002 |12/312001 |12/312000 |12/311999 |

| |2004 | | | | | | |

|Total discretionary domestic assets for U.S. | | | | | | | |

|tax-exempt clients (all products) | | | | | | | |

|($ millions) | | | | | | | |

|Total U.S. assets managed in the mid-small cap | | | | | | | |

|core equity product ($ millions) | | | | | | | |

|Total U.S. tax-exempt assets managed in the | | | | | | | |

|mid-small cap core equity product ($ millions) | | | | | | | |

|Total U.S. tax-exempt assets managed in the | | | | | | | |

|mid-small cap core equity product in separate | | | | | | | |

|accounts ($ millions) | | | | | | | |

|Total U.S. tax-exempt assets managed in the | | | | | | | |

|mid-small cap core equity product in a | | | | | | | |

|commingled fund ($ millions) | | | | | | | |

|Total retail mid-small cap core assets in a | | | | | | | |

|commingled fund ($ millions) | | | | | | | |

2. Please list the number of clients and assets gained and lost for each of the last five calendar years for the proposed product in the following format:

|Year |Number of |Assets Gained |Number of |Assets Lost |Net |Net |

| |Clients Gained | |Clients Lost | |Assets |Clients |

|2002 | | | | | | |

|2001 | | | | | | |

|2000 | | | | | | |

|1999 | | | | | | |

3. Please give details on the number, name, and asset value of the terminated tax-exempt institutional client relationships in the past three years with reasons for the termination for the mid-small cap core equity product.

|Client Name |Asset Value |Reason for Termination |

| | | |

| | | |

4. Please provide the name, contact, title and telephone number of three clients, which have terminated your firm’s services for mid-small equity in the last three years. If there have been no terminations, please use terminations of other products. This information must be provided in the format shown below:

|Client Name |Contact |Title |Phone Number |

| | | | |

| | | | |

| | | | |

5. Please list major U.S. tax-exempt pension accounts currently managed, including all public and ERISA fund clients, invested in the mid-small cap core equity product.

|Name |Date of Inception |Market Value |Product |

| | |(03/31/04) | |

| | | | |

| | | | |

| | | | |

| | | | |

6. Please list the largest (in terms of assets under management) non-U.S. client accounts, currently managed and invested in the mid-small cap core equity product.

|Name |Date of Inception |Market Value |

| | |(03/31/04) |

| | | |

| | | |

| | | |

| | | |

ORGANIZATION

1. a) Please list all principal officers, portfolio managers and client service officers involved in the mid-small cap core equity product. Only list those individuals that will be directly involved in account management. Highlight the person(s) who would be responsible for this account. This information must be provided in the format shown below:

b) Please provide a written biography for each person listed.

|Name |Title |Responsi-bilities |Total Years of |Years with |Education/ School |Degree |

| | | |Experience |Firm | | |

| | | | | | | |

2. For each portfolio manager, please specify his/her location, the number of accounts each manages and include the dollar value of assets under management. Indicate those associated with U.S. tax-exempt accounts.

3. For each portfolio manager, please discuss, in detail, the various responsibilities (i.e. marketing, operational, etc.) and the amount of time spent (%) on each function.

4. a) Please outline your entire research staff, in the same format shown above, for the mid-small cap core equity product.

b) Please provide a written biography for each person listed.

5. Have any senior personnel left or joined the firm in the last three years? If so, indicate when and why. In which products were they involved? (For personnel, who have left, indicate job titles and years with the firm and who replaced them).

6. Has your firm adopted a Code of Ethics? If so, please provide. If not, why?

INVESTMENT PHILOSOPHY, PROCESS, AND POLICY

Philosophy

1. What is your definition of core?

2. What is your definition of mid-small cap?

3. What would cause your firm to change its definition of mid-small cap?

4. Please describe your investment philosophy for the mid-small cap core equity product. Why do you believe your process will be successful in the future?

5. How does your firm implement your philosophy (e.g. buy/sell decisions)? Under what circumstances would your firm deviate from its disciplines?

6. What market environments would favor your investment strategy?

7. In what market environments would your strategy struggle, and what is the potential return downside in an adverse environment?

Process

8. Please describe the decision making process and the titles and responsibilities of the various individuals involved at each stage of the process. What latitude is given to portfolio managers? How do portfolios differ based on client objectives?

9. Please provide an organizational chart indicating the flow of information in the decision making process for this product.

10. Please describe the following:

a) The portfolio construction process. How are individual stock weights determined? Are limits established for different capitalization ranges?

b) The universe from which securities are selected. How many issues are contained in a typical mid-small cap core portfolio?

c) The market capitalization and liquidity criteria that you apply in stock selection. Are market capitalization cutoffs imposed?

11. What are the most important company attributes that you look for?

12. What role does an economic forecast play in your investment process?

13. What role do mid/large capitalization securities play in your process?

14. Please describe your sell disciplines.

15. What changes have been made to your investment process in the last five years?

16. Please describe your firm’s internal risk control procedures related to portfolio construction process.

17. Please provide a sample portfolio listing, as an attachment.

Policy

18. Please provide the number of stocks in the proposed mid-small cap core portfolio at each of the following year ends:

2003 2002 2001 2000 1999

19. What, if any, are the maximum economic sector concentrations utilized? If any economic sectors are avoided, discuss why and which ones? How and/or why would this change in the future?

20. Please discuss your firm’s policy on the use of Initial Public Offerings (IPO’s) in the mid-small cap core portfolio.

21. Please provide the position weighted average market capitalization[2] for the mid-small cap core equity product for the last five years ending 12/31.

2003 2002 2001 2000 1999_____

22. Please provide the median market capitalization for the mid-small cap core equity product for the last five years ending 12/31.

2003 2002 2001 2000 1999_____

23. What has the average annual portfolio turnover been in each of the last three years?[3]

24. Do you use derivative securities? If so, what type? When? To what extent?

25. If you use cash, what is the maximum percentage that would be committed? Provide the actual year-end ratio of equities to non-equities for the subject equity product:

2003

2002

2001

2000

1999

RESEARCH

1. a) If you have internal research capability, state the location(s) where such research is carried out and what specific research is conducted at each location.

b) Sources of research: (1 = very important, 5 = unimportant)

• Internal 1 2 3 4 5

• Computer Data Services 1 2 3 4 5

• National Broker 1 2 3 4 5

• Regional Broker 1 2 3 4 5

• Company Visits 1 2 3 4 5

• Other (State) 1 2 3 4 5

c) Emphasis given to the following: (1 = very important, 5 = unimportant)

• Economic Forecast 1 2 3 4 5

• Balance Sheet Fundamentals 1 2 3 4 5

• Earnings Forecast 1 2 3 4 5

• Quantitative Screening 1 2 3 4 5

• Technical Analysis 1 2 3 4 5

• Company Management 1 2 3 4 5

• Other (State) 1 2 3 4 5

d) Please provide any commentary you feel would communicate the uniqueness of your firm’s research efforts.

2. How are research assignments distributed?

3. What securities database do you use? What are your firm’s pricing sources for portfolio valuation?

TRADING AND OPERATIONS

1. Please provide a list of the broker/dealers your firm uses. How are they selected and monitored? Give examples to support your answer. Please include any soft dollar commitments you have with these brokers.

2. What percent of the actual dollar volume of equity trades your firm executed in 2003 was directed to each dealer listed above? What is the maximum volume limit your firm places on each broker/dealer?

3. How do you monitor trading costs (market impact plus commissions)?

4. Is your firm or its parent or affiliate a broker/dealer?

5. Please provide the average days of trading volume held across all mid-small cap core equity accounts[4].

6. Describe, in detail, your firm’s risk control procedures pertaining to trading.

7. Please describe your procedures for trade authorizations.

8. How does your firm ensure that individuals do not trade for their own account(s)?

9. Please describe your firm’s trade allocation process.

10. Has an external firm audited these procedures? If so, please attach a copy of the most recent evaluation. If not, why?

PERFORMANCE (No simulated results will be accepted).

1. Provide annual performance on a total return basis GROSS OF ALL FEES AND MANAGEMENT COSTS from inception for the mid-small cap core equity product.

Mid-Small Cap Core Equity Product Performance

1Q04 2003 2002 2001 2000 1999 1998 1997 1996 1995 1994

Total Return % % % % % % % % % % %

(U.S. Dollars)

Benchmark % % % % % % % % % % %

(Specify)

Excess Return % % % % % % % % % % %

2. a) Are your performance returns AIMR complaint?

b) Are these returns audited? If yes, please submit a letter from your firm’s independent certified auditor or a third party vendor attesting to the accuracy of the information provided in this section and that returns were calculated according to AIMR standards. The letter must indicate that the firm independently verified all data presented in this section.

3. Describe how clients investment returns in question G-1 were calculated (be detailed and specific). Describe client base and indicate which accounts were included (i.e. one representative account, equal weighting of public fund accounts, etc.). What was the pricing source used for securities? Indicate whether a trade date or settlement date basis was used.

4. Please provide the highest and lowest return contained in the composite in question G-1 for each year. Comment year by year as to the cause of the return dispersion.

2003 2002 2001 2000 1999 1998 1997 1996 1995 1994 1993

High Return % % % % % % % % % % %

Low Return % % % % % % % % % % %

Difference % % % % % % % % % % %

5. Please provide, on diskette, an Excel spreadsheet with the proposed product’s quarterly returns since inception.

FEES

1. What is your standard fee schedule for the mid-small cap core equity product? Please list separate schedules for commingled/separate account management.

2. What would be your fee proposal for a $100 million account?

3. Would your firm negotiate from the above fee?

CLIENT REFERENCES

1. Please provide the firm name, address, contact name, title and phone number for three references invested in the subject product.

|Firm Name |Address |Contact |Title |Phone |

| | | | | |

| | | | | |

| | | | | |

MidSmall Cap Core March 2004 (Form) 2.doc

As of: 5/16/04

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[1] Your signature indicates your authority to act on your firm’s behalf. All of the information your firm has provided in response to this RFP is true and correct to the best of your knowledge. Failure to disclose accurate information may result in immediate disqualification from the evaluation process.

[2] Weighted average market capitalization =

Percent of portfolio in security * (price of security * total shares outstanding of security).

[3] Turnover is defined as lesser of purchases or sales divided by the average market value of the total portfolio.

[4] Defined as: Number of days required to trade all portfolio securities

Number of securities in portfolio

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