State Universities Retirement System of
Request for Proposal
Non-U.S. Equity Mandate
SURS Manager Development Program
Table of Contents
I. RFP Summary Statement 2
II. Background Information 2
III. Specific Services Requested from the Investment Manager 3
IV. RFP Specifications 3
V. Projected Schedule of Events 4
VI. Selection Criteria 4
VII. Non-U.S. Equity Manager Questionnaire 5
State Universities Retirement System of Illinois (SURS)
Request for Proposals
SURS Manager Development Program
Non-U.S. Equity Mandate
I. RFP Summary Statement
The State Universities Retirement System of Illinois (SURS) requests proposals from qualified
investment management firms to provide a non-U.S. equity product which, after fees, exceeds
the return of the MSCI EAFE Index or the MSCI All Country World Ex-U.S. Index. The
information is requested with regard to the System’s Manager Development Program, which was
created in an effort to assist the development of minority- and women-owned investment
II. Background Information
SURS is the administrator of a cost-sharing, multiple employer public employee retirement
system. SURS membership includes employees of the public universities and other affiliated
organizations. Currently, SURS membership totaled more than 180,000 active, inactive and
retired participants. SURS maintains both a defined benefit and defined contribution plan.
Proposals are being solicited for the defined benefit plan.
Defined Benefit Plan Investment Program
SURS investment program, as of January 31, 2008, totaled $15.3 billion. The target asset
allocation as of January 31, 2008 is as follows:
U.S. Equities – public markets 39.5%
U.S. Equities – private markets 5.0%
Non-U.S. Equities 18.5%
Global Equities 5.0%
Fixed Income 21.0%
Real Estate 6.0%
Opportunity Fund 0.0%
As of January 31, 2008, non-U.S. equity holdings totaled $2.7 billion, of which $982 million
(6.4%) is passively managed.
Legislated Investment Restrictions Relating to the Republic of the Sudan and Iran
In 2007 the Illinois General Assembly passed Public Act 95-0521, restricting investment in
companies domiciled in, managed or controlled by, or doing business with the Republic of the
Sudan. SURS investment managers are required by law to abide by the restrictions. Appendix A
contains a letter sent by SURS to its investment managers and provides information relating to
these Sudan-related investment restrictions.
Additionally, information pertaining to the Iran divestment law, Public Act 95-0616, approved
by the Illinois General Assembly on September 11, 2007 can be found at
III. Specific Services Requested from the Investment Manager
SURS is requesting proposals from qualified investment managers to manage a non-U.S. equity
strategy as part of the System’s Manager Development Program. The Manager Development
Program was created in an effort to assist the development of minority- and women-owned
investment management firms. The overall goal of the fund will be to exceed the return of the
specified benchmark net of fees. It is anticipated that this mandate will be funded with
approximately $50 million.
It is anticipated an investment manager will be selected for core strategies with the MSCI EAFE
Index or the MSCI All Country Ex-U.S. Index serving as the benchmark. The funding level will
be dependent on then prevailing market conditions.
IV. RFP Specifications
The completed RFP must be delivered by 5:00 pm CDST April 28, 2008. Earlier responses are
welcome. Any RFP delivered after the deadline will not be considered. Send two hard copies
and one electronic copy to the attention of:
Mr. Tony J. Lee, Investment Officer
State Universities Retirement System of Illinois
1901 Fox Drive
Champaign, IL 61820
Please include “MDP Search 2008 – Non US Equity Search” in the subject line to all email
Submission of Questions
In order to clarify any issues in this Request for Proposals, the System will respond only to
questions that are presented in writing via e-mail to email@example.com All questions should be
submitted to the system by 08:00 AM CDST April 11, 2008. These questions will be
consolidated into a single Q&A document and responded to by the system on or about April 21,
2008. The Q&A document will be sent by the System to all parties receiving the RFP without
divulging the source of the query.
Please note the Quiet Period Policy that establishes guidelines by which Board Members and
staff will communicate with prospective service providers during a search process. The SURS
Board of Trustees adopted the Policy at the December 8, 2006 meeting. Currently in force, the
Policy is available at http://www.surs.org/pdfs/invinfo/policy.pdf Please review and be familiar
with this policy.
SURS reserves the right to amend any segment of the RFP prior to the announcement of a
successful contractor. In such an event, all responders will be afforded the opportunity to revise
their proposal to accommodate the RFP amendment.
SURS reserves the right without prejudice to reject any or all proposals submitted. There is no
express or implied obligation for SURS to reimburse for any expenses incurred in preparing
proposals in response to this request.
Public Act 93-617, which became effective December 9, 2003, brought about new Illinois ethics
procedures. All “ex parte communications” concerning investment, rulemaking or quasi-
adjudicatory matters pending before the State agency must be documented and some must be
reported. An “ex parte communication” is any written or oral communication by any person that
imparts or requests material information or makes a material argument regarding potential action
concerning an investment, a rulemaking process, or a quasi-adjudicatory matter. An ex parte
communication does not include statements publicly made in a public forum or communications
among employees of the State agency.
An ex parte communication from an interested party or his or her official representative or
attorney to an employee or the agency must be memorialized and made a part of the record. An
“interested party” is a person or entity whose rights, privileges, or interests are the subject of or
are directly affected by an investment, regulatory or quasi-adjudicatory matter.
An ex parte communication other than that just described must be reported by the staff
member or Trustee immediately to the agency’s Ethics Officer. The communication must
be memorialized and made a part of the record. The communication must be filed with the
Executive Ethics Commission, accompanied by a memorandum from the ethics officer.
V. Projected Schedule of Events
Week of April 2nd Dissemination of RFP
April 11, 2008 Deadline for questions to SURS
April 21, 2008 Responses to questions submitted to SURS
April 28, 2008 RFP responses due by 5:00 p.m. CDST
Week of May 9th Identify firms for further consideration
Week of May 19th Staff interviews with selected firms (Champaign)
June 12, 2008 Firms recommended to SURS Board of Trustees for
VI. Selection Criteria
SURS will consider the following in making its decision:
A. Organization, Structure, and Personnel
B. Assets Under Management and Client Base
C. Investment Philosophy, Policy, and Process
D. Research Capabilities and Resources
E. Historical Performance/Risk Factors
F. Fee Structure
G. Investment Operations, Compliance and Internal Controls
H. Ability to comply with applicable legislative mandates (i.e. Iran, Sudan, Anti-Predatory
I. Corporate Governance
VII. Non-U.S. Equity Manager Questionnaire
Product Under Consideration: ____________________________________
Firm Name: ________________________________________________
Contact Person: ________________________________________________
Date Completed: ________________________________________________
If any of the following questions are not applicable, please respond with N/A.
A. Investment Management Agreement and Fee Schedule
1) The investment manager will agree in principal to the language in the standard
Investment Management Agreement, included as Appendix B in this package.
Are these terms acceptable? Yes______ No________
2) The investment manager will agree to the asset-based fee schedule included as Exhibit B
to the Investment Management Agreement.
Are these terms acceptable? Yes______ No________
3) If you are not willing to agree to the specified Investment Management Agreement and
Fee Schedule, the chances of being selected as a manager will be diminished.
1) Please indicate whether your firm is a Bank or Registered Investment Advisor.
2) Provide a brief history of the firm including:
a) The month and year of SEC 1940 Act registration.
b) The month and year the subject product was introduced.
c) Ownership structure (if an affiliate, designate percent of parent firm’s total revenue
generated by your organization).
d) If the firm is a joint venture partner, identify the percentage of ownership and
revenues recognized by each partner to the combined association.
3) Please provide a copy of your MWBE Certification.
4) Provide an organizational chart diagramming the relationships between the professional
staff as well as the parent-subsidiary, affiliate, or joint venture entities.
5) 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.
6) Over the past five years, has your organization or any of its affiliates or parent, or any
officer or principal been involved in any business litigation, regulatory or legal
proceedings? If so, provide a detailed explanation and indicate the current status. Also
provide complete Form ADV (Parts I and II).
7) Has your firm been the subject of an audit, censure (fine), inquiry or administrative action
by the SEC, IRS, or DOL in the past 7 years? If so, explain findings and provide a copy,
as well as evidence of any changes in procedures implemented as a result of such audit.
8) Describe the material developments in your organization (changes in ownership,
personnel, business, etc.) over the past three years in detail. Are there any changes
anticipated in the coming year?
9) 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 is possible, on what basis is it determined and
distributed? How is the departure of a shareholder treated?
10) Provide information regarding the expiration date of current employment contracts with
key personnel. Please include discussion of long-term incentives, options or performance
11) Describe succession plans for the management of the firm and the continuity of
leadership within the investment team.
12) Please provide details on the financial condition of the firm (i.e. most recent annual report
filed with the SEC).
13) When was your firm’s last external audit? Identify the firm who conducted the audit.
Please discuss any material findings.
1) Complete Table 1 (page 10 of the RFP) with information as of December 31, 2007.
2) Provide the number of accounts and assets under management for all non-U.S. equity
strategies as of December 31, 2007 and each of the prior four calendar year-ends.
3) For each of the last five years, provide the number of non-U.S. equity accounts gained
and the number lost, and the respective asset values for the product under consideration.
Include the client type and a brief explanation for each account lost.
4) If possible, provide the names of clients who are invested in the product being considered
by SURS. Include inception date and market value of each account. Please identify any
clients who are large statewide investment programs.
1) Provide the following information about your staff:
a) Number of investment professionals
1) Number of Non-U.S. Equity investment professionals
2) Number of Non-U.S. Equity portfolio managers
3) Number of Non-U.S. Equity traders
4) Number of Research Analysts
5) Number of Client Service Personnel
b) Number of other staff members
c) Total staff
2) Investment Professionals:
a) Please provide biographical information for all senior investment professionals and
portfolio managers in the non-U.S. equity group. Please provide an organization
chart for the non-U.S. equity group. Highlight the person(s) who would be
responsible for the subject product and for this account.
b) Indicate when and why any investment professionals involved with the subject
product left or joined the firm in the last three years. For personnel who have left,
indicate job titles and years with the firm. Please include all additions and departures,
regardless of seniority.
c) Describe your firm’s backup procedures in the event the key investment professional
assigned to this account/product should leave the firm.
3) Provide any other information about your staff that you consider material including
reassignments of responsibility, committee changes, prospective additions, etc.
E. Investment Process
1) Describe in detail the firm’s investment philosophy and process with regard to the
product. Include discussion of portfolio construction guidelines as well as the
management of currency risk. Also, include discussion of emerging markets capabilities.
a) Under what circumstances, if any, would you deviate from the disciplines associated
with this methodology?
2) Have you made or are you planning any modifications to your overall investment
philosophy or process? If so, describe the process used to identify and effect the change.
Evaluate the relative success or failure of the change.
3) Compare the portfolio’s country weightings and portfolio characteristics to a relevant
benchmark as of December 31, 2007. Please include a list of those countries your firm
defines as emerging markets.
4) Are there currency hedges in place in the portfolio as of December 31, 2007? If so,
5) Discuss the risk control and monitoring systems utilized by your firm.
6) On average, how many securities are in the product? Has this number been increasing,
decreasing or holding constant over the last three years?
7) What is the average expected portfolio turnover? What has been the actual portfolio
turnover during each of the last three years?
8) Are futures, options or other derivatives utilized (when and how much)?
9) Do you utilize Exchange Traded Funds in the portfolio? If so, please describe.
10) Provide the firm’s fully discretionary investment guidelines for the product. Also,
provide a prospectus if commingled funds are offered.
11) Under what market conditions will this product perform well? Poorly?
12) Describe your firm’s process for executing trades. Include information regarding:
a) Does the firm use electronic trading systems?
b) How are trading costs monitored? How are costs minimized?
c) Do clients direct trades? If so, what percentage of trades are directed by clients?
d) SURS encourages its investment managers to utilize the services of minority and
women-owned brokerage firms. Further, it is SURS expectation that the
investment managers meet certain minimum levels of minority and female broker
participation. The minimum level of participation for non-U.S. equities is 10% of
total commission dollars paid. For the one year ending December 31, 2007, what
percentage of your firm’s non-U.S. equity trading volume was executed with
minority and women-owned firms? Please comment as to your ability to utilize
F. Performance History
1) Provide monthly gross composite performance in the subject product, since the inception
of the product in an attached Microsoft Excel spreadsheet file.
2) Provide an attribution of investment performance for the past one-, three-, and five-year
periods ending December 31, 2007, for the product relative to the relevant benchmark.
Provide commentary to address underperformance or outperformance relative to
3) What is the objective for annual excess return relative to benchmark? What is the
expected contribution to excess return as a result of country/regional selection, sector
selection, currency selection or security selection?
4) What is the expected tracking error for this product relative to the relevant benchmark?
How does this compare to the actual tracking error of the product?
5) What benchmark do you believe is the best against which to compare your firm’s
6) Discuss the dispersion of returns in this product’s composite.
7) Are composite return calculations in compliance with CFA Institute Performance
Presentation Standards? If so, at what level? Are returns verified by a third party? Does
a period exist where the product was not in compliance?
G. Client Service Capabilities
1) Who will serve as the client service officer for the account? How often will the person be
available for client meetings?
2) Provide samples of client reports and indicate their frequency of issuance.
H. Compliance/Internal Control Structure
1) Provide a detailed summary of your firm’s internal control structure. Who serves as your
firm’s compliance officer? Does the firm conduct periodic risk assessment? Provide a
copy of your internal control review documentation, preferably prepared by an
independent third party.
2) Have you ever violated a client guideline in an actively-managed portfolio? If so, please
describe the violation and the resolution.
3) Is your firm, its parent, or affiliate a broker/dealer? Does your firm trade for the
management of client accounts through this broker/dealer?
I. Corporate Governance
1) Are you willing to vote proxies on behalf of SURS? If yes, please provide a detailed
description of the proxy voting process and procedures utilized by your firm?
2) What tools are deployed to ensure that proxy votes are handled in a timely and efficient
Product Under Total Equity Assets Firm Wide Assets Under
Consideration Under Management Management
# of Market Value # of Market Value # of Market Value
Accounts ($'s in Millions) Accounts ($'s in Millions) Accounts ($'s in Millions)
Endowments / Foundations
Re: New Sudan Divestment Law in Illinois
Please be advised that the Illinois Pension Code was recently amended to reinstate a Sudan
divestment provision that will impact your management of SURS’ account (the “Sudan Law”).1
We have enclosed, for your reference, a full copy of the new Sudan Law.
As with the old Sudan law, SURS must obtain an annual certificate from each manager
confirming that the investments in SURS’ account comply with the requirements of the Sudan
Law because SURS’ assets are not invested in any “forbidden entities,” as defined in the Sudan
Law. You must deliver the first such manager certificate to us by February 28, 2008.
Thereafter, annual compliance certificates must be delivered to us by [June 30] of each year,
including [June 30, 2008]. While there is no longer a form of certificate prescribed by the
Illinois State Treasurer’s office or otherwise, we have enclosed a form of compliance certificate
that includes the confirmations that certifying companies are required to provide under paragraph
(c) of the new Sudan Law.
As with the old Sudan Law, managers of publicly traded securities will need to contract with a
firm that specializes in global risk management to identify companies that are considered
forbidden entities under the new Sudan Law, and will be required to screen the investments in
SURS’ account in order to avoid holding such securities.
The new Sudan Law contains certain differences from the old Sudan law that may impact
compliance by SURS’ managers, including:
Mutual Funds. Mutual funds are excluded from the definition of “forbidden entity” if they
satisfy the requirements under Section 1-113.2 of the Illinois Pension Code, which are:
i. The mutual fund is managed by an investment company as defined and registered under
the federal Investment Company Act of 1940 and registered under the Illinois Securities Law of
ii. The mutual fund has been in operation for at least 5 years.
iii. The mutual fund has total net assets of $250 million or more.
iv. The mutual fund is comprised of diversified portfolios of common or preferred stocks,
bonds, or money market instruments.
We are aware that under the National Securities Market Improvement Act of 1986 (“NSMIA”)
states were pre-empted from requiring registration of federally "covered securities," and that
Section 1-113.2 of the Illinois Pension Code, which predated NSMIA, may also be pre-empted to
the extent it would require such dual registration. However, you should rely on your own
counsel to advise you on compliance with your duties under the Sudan Law.
Private Market Funds. The new Sudan Law includes special rules applicable to a “Private
Market Fund”, which is defined as “any private equity fund, private equity fund of funds, venture
capital fund, hedge fund, hedge fund of funds, real estate fund, or other investment vehicle that is
not publicly traded.” A Private Market Fund will not be deemed to be a forbidden entity if it
As you may be aware, the old Sudan law was challenged by the National Foreign Trade Counsel in a
suit filed on behalf of eight Illinois municipal pension funds and ruled unconstitutional in an opinion issued
on February 23, 2007 by the Federal District Court for the Northern District of Illinois.
delivers either an affidavit or certificate confirming essentially that it does not own or control
assets in the Republic of Sudan and does not conduct business operations in the Republic of
Sudan. (See paragraph (d) of the Sudan Act for the specific affidavit or certificate requirements).
We hope that this new rule will simplify compliance with respect to investments of SURS’ assets
made through a Private Market Fund because the manager will no longer need to confirm that
each security held by the fund is not a forbidden entity, as long as the Private Market Fund itself
can provide the requisite affidavit or certificate.
We appreciate your attention to this new compliance requirement.
Deputy Chief Investment Officer]
INVESTMENT MANAGEMENT AGREEMENT
THIS INVESTMENT MANAGEMENT AGREEMENT, made the * day of January 2008, by
and between * (the “Investment Manager”) and the State Universities Retirement System, a
retirement system established as a public corporation pursuant to the laws of the State of Illinois,
WHEREAS, SURS, acting pursuant to the power vested in it, desires to appoint the Investment
Manager as an investment manager; and
WHEREAS, SURS and the Investment Manager now desire to enter into this Investment
Management Agreement with respect to the appointment of the Investment Manager as an
NOW, THEREFORE, in consideration of the mutual premises and agreements herein contained,
and pursuant to the authority vested in SURS, IT IS AGREED by the parties hereto as follows:
1. Appointment of Investment Manager.
1.1. Pursuant to Chapter 40, Act 5, Article 1, of the Illinois Compiled Statutes, SURS hereby
appoints Investment Manager as an investment manager to, in its sole discretion, direct
The Northern Trust Company, as Master Custodian under the State Universities
Retirement System Master Trust (the “Master Trust”), with respect to the investment and
reinvestment, in cash, cash equivalents, fixed income, equity-type securities, and other
instruments, of such portion of the Master Trust assets as SURS shall decide from time
to time, the proceeds from the sale of such assets and the income and appreciation
attributable to such assets, less any assets SURS may withdraw, from time to time. Any
such assets, proceeds and income shall, for purposes of this Investment Management
Agreement, be referred to as the “Fund”. Investment Manager shall for all purposes
herein provided be deemed to be an independent contractor and, unless otherwise
expressly authorized or provided, shall not have authority to act for or represent SURS
or its Board of Trustees in any way or otherwise be deemed an agent of either of them.
1.2. Notwithstanding the provisions of §1.1 above, Investment Manager shall act hereunder
in accordance with the applicable requirements of: the Illinois Compiled Statutes,
Chapter 40, Act 5, and any subsequent applicable amendments of Chapter 40, Act 5, of
the Illinois Compiled Statutes (the “Illinois Pension Code”); SURS’ written investment
policies; and SURS’ written investment guidelines for the Fund. Investment Manager
acknowledges receipt of copies of all documents and statutes referenced herein. SURS
shall promptly advise Investment Manager with respect to any amendment of such
policy or guidelines.
1.3. The Investment Manager hereby accepts such appointment and acknowledges that it is a
fiduciary with respect to the Fund, and agrees to provide such investment management
services with respect to the Fund in accordance with this Agreement (including the
investment guidelines set forth in Exhibit A attached hereto, as the same may be
amended from time to time in writing by SURS (the “Investment Guidelines”)).
1.4. Subject to §1.2 above, the Investment Manager may, in its full discretion and without
obligation on its part to give prior notice to the Master Custodian or SURS: (i) buy, sell,
exchange, convert, tender and otherwise trade in any stocks, bonds or other securities or
instruments; and (ii) execute transactions through accounts established with such brokers
or dealers as the Investment Manager may in its sole discretion select, except to the
extent otherwise directed by SURS in writing; provided, however, that all such activities
shall be conducted in a manner consistent with the Investment Manager’s fiduciary and
other obligations hereunder and under Article 1 of the Illinois Pension Code and those
obligations under the Employee Retirement Income Security Act of 1974 (hereinafter
“ERISA”), that would be applicable if SURS was subject to ERISA, even though the
State Universities Retirement System is itself exempt from the requirements of ERISA.
1.5. SURS has directed the Master Custodian, and the Master Custodian has agreed, to act in
accordance with the instructions of the Investment Manager. Title to all Fund assets
shall at all times be registered in the name of the Fund, or the name of the Master
Custodian or its nominee for the account of the Fund, and the indicia of ownership of all
Fund assets shall at all times be maintained in trust by the Master Custodian. The
Investment Manager shall at no time have custody of or physical control over the Fund
assets and the Investment Manager shall not be liable for any act or omission of the
1.6. Cash held in the Fund pending direction from the Investment Manager may be invested
and reinvested by the Master Custodian, without instruction or direction from the
Investment Manager, in U.S. Treasury bills and other short-term, liquid investments.
2. Investment Guidelines. SURS may from time to time amend the Investment Guidelines.
Any changes will require approval by the Investment Manager before becoming effective.
The Investment Manager will not be bound to follow any such amended Investment
Guidelines until it has received and approved written notice thereof from SURS.
3. Standard of Care.
3.1. The Investment Manager shall perform its duties hereunder with the care, skill,
prudence and diligence under the circumstances then prevailing that a prudent person
acting in a like capacity and familiar with such matters would use in the conduct of an
enterprise of a like character and with like aims.
3.2. The Investment Manager shall diversify the Fund assets so as to minimize the risk of
large losses, unless under the circumstances it is clearly prudent not to do so.
3.3. The Investment Manager shall discharge its duties hereunder with respect to the Fund
assets solely in the interest of, and for the exclusive purpose of providing benefits for,
the beneficiaries of the Master Trust and their respective beneficiaries.
3.4. The Investment Manager shall not engage in any transaction involving Fund assets that
would constitute a non-exempt prohibited transaction under Section 406 of ERISA,
unless SURS has provided written approval therefor.
3.5. The Investment Manager shall not make investments that would generate unrelated
business taxable income for an entity that is exempt under Section 501(a) of the Internal
Revenue Code, unless SURS has provided written approval therefor.
4. Representations, Warranties and Covenants of the Investment Manager.
4.1. The Investment Manager represents and warrants to SURS that it is registered as an
investment adviser under the Investment Advisers Act of 1940.
4.2. The Investment Manager: acknowledges that it is a “fiduciary” with respect to the Fund
assets within the meaning of Article 1 of the Illinois Compiled Statutes, Chapter 40, Act
5; warrants that none of the disqualifications described in Section 411 of ERISA apply to
the Investment Manager; and specifically agrees to perform its duties under this
Investment Management Agreement with the care, skill, prudence and diligence under
the circumstances then prevailing that a prudent person acting in a like capacity and
familiar with such matters would use in an enterprise of like character and with like
4.3. The Investment Manager shall secure and maintain at all times during the term of this
Agreement a bond or bonds protecting the Fund assets that meet the requirements of, and
in the amount specified under, Section 412 of ERISA and the regulations thereunder, and
shall include among those covered by such bond or bonds the Investment Manager and
any natural person employed by the Investment Manager or its affiliates who is a
fiduciary or who handles or controls assets constituting a portion of the Fund.
4.4. Investment Manager shall secure, and maintain throughout the term of the investment
management relationship with SURS, and for a period of five years thereafter, insurance
that satisfies the requirements set forth below and that is provided by insurer(s) rated A-
or better by A.M. Best & Company. Investment Manager shall provide to the Board:
4.4.1. a certification that Investment Manager has obtained the requisite insurance
policies upon initiation of the contract;
4.4.2. an annual certification that the insurance requirements continue to be satisfied;
4.4.3. evidence of continued satisfaction of the insurance requirements upon request.
The minimum insurance required for Investment Manager shall include:
4.4.4. a bond protecting SURS’ assets that meets the requirements of, and that is in the
amount specified under, ERISA and the regulations thereunder; and
4.4.5. errors and omissions coverage in an amount equal to the greater of: $5 million or
5% of the assets under management, up to a maximum of $10 million of coverage.
The insurance shall protect SURS against losses from the negligent acts, errors or
omissions of Investment Manager.
4.5. Investment Manager shall notify SURS in writing within five (5) business days of any
material changes in senior officers, senior personnel involved in the management of the
Fund, ownership, significant legal actions instituted against Investment Manager, or any
investigations, examinations, or other proceedings commenced by any governmental
regulatory agency which is not conducted in the ordinary course of Investment
4.6. The Investment Manager represents and warrants that no fees, commissions, or
payments of any type have been or will be paid to any third party in connection with this
agreement, except as disclosed on Exhibit D hereto. The Investment Manager
acknowledges an ongoing duty to keep Exhibit D current and will provide an updated
Exhibit D to SURS within seven (7) business days of any change.
4.7. The Investment Manager shall comply with all applicable laws of the State of Illinois
and the United States of America, and any governmental or regulatory authority outside
of the United States. Regulatory reports required under laws applicable to the
Investment Manager by any regulatory authority shall be the responsibility of the
4.8. The Investment Manager will furnish to SURS, from time to time, such evidence as
SURS may reasonably request that it satisfies the foregoing requirements, and shall
promptly notify SURS if it has reason to believe that any of the foregoing
representations, warranties or covenants may cease to be satisfied.
5. Representations and Warranties of SURS.
5.1. SURS hereby represents and warrants to the Investment Manager that the SURS Board
of Trustees is a “named fiduciary” of the Master Trust authorized to enter into this
Agreement and to appoint the Investment Manager as its investment manager in
accordance with the terms hereof and that the person executing this Agreement for and
on behalf of SURS is authorized so to do and that the signatory hereto is authorized to
act on their behalf;
5.2. That the Master Custodian is the present custodian of the assets of Master Trust;
5.3. That if another entity should be substituted for the Master Custodian as custodian of the
Master Trust, the Investment Manager shall promptly be notified of such substitution
and the substituted entity will thereafter be deemed to be the Master Custodian for
purposes of this Agreement;
5.4. That SURS has received a copy of Part II of the Investment Manager’s Securities and
Exchange Commission Form ADV at least 48 hours prior to execution of this
5.5. That the SURS Board of Trustees, as a fiduciary, is solely responsible for assuring the
Investment Guidelines are prudent for the Fund’s assets.
5.6. That the decision to allocate any assets of the Master Trust to the Fund is solely the
responsibility of the SURS Board of Trustees and is independent of the Investment
Manager’s fiduciary responsibilities as established pursuant to this Investment
5.7. That SURS has determined that the initial investment of the Master Trust assets in the
Fund satisfies applicable provisions of Illinois law; and
5.8. That the Investment Manager is responsible for diversification or investment
requirements applicable to the assets allocated to the Fund only, and not to the Master
Trust as a whole.
6. Procedures. All payments, disbursements, receipts and other transactions in cash or
securities in respect of the Fund shall be made directly to or from the Master Custodian at the
direction of the Investment Manager. Instructions from the Investment Manager to the
Master Custodian shall be made in writing sent by first-class mail, electronically as agreed to
by the Master Custodian and the Investment Manager, or, at the option of the Investment
Manager, communicated orally or via facsimile and confirmed in writing as soon as
practicable thereafter, and the Investment Manager shall instruct all brokers or dealers
executing orders on behalf of the Fund to forward to the Master Custodian copies of all
brokerage confirmations promptly after the execution of transactions.
7. Reports; Meetings.
7.1. SURS will cause the Master Custodian to provide the Investment Manager with monthly
reports concerning the status of the Fund, and such reports from the Master Custodian
shall constitute the principal record of the Fund for all purposes of this Agreement,
including, but not limited to, the calculation of Investment Manager’s fees to be paid
under Exhibit B.
7.2. The Investment Manager shall provide SURS and SURS’ custodian, staff, auditors,
accountants, and other professional advisors, with such documents, reports, data and
other information at such times as SURS or SURS’ custodian may reasonably require.
Such information shall be in a form satisfactory to, and approved by, SURS and agreed
to by the Investment Manager in its reasonable discretion. The required reports include:
7.2.1. a report of all transactions;
7.2.2. [commingled funds only] a regular e-mail report to SURS’ custodian as required
by the custodian of the Fund net asset value;
7.2.3. monthly statements, including:
126.96.36.199. [commingled funds only] holdings-related information agreed to by SURS
and the Investment Manager, including information related to holdings
underlying any commingled fund, mutual fund or other collective vehicle
approved for investment, electronically transmitted to SURS and SURS’
custodian within four business days following month-end for developed
markets and within seven business days for emerging markets;
188.8.131.52. [commingled funds only] units and market values of assets held as of
month end transmitted to SURS and SURS’ custodian;
7.2.4. a quarterly report containing:
184.108.40.206. a summary of the performance of the Fund assets;
220.127.116.11. a report regarding the voting of proxies (if any) during the quarter, in
accordance with paragraph 11 of this Agreement;
18.104.22.168. [commingled funds only] a itemization and reporting of the amount of all
fees and expenses of SURS not absorbed by the Investment manager,
including, without limitation, any management, advisory, custody, audit,
accounting, proxy voting, transfer agent, interest, taxes, legal expenses,
contribution and withdrawal fees and costs – whether such fees or expenses
are normal or extraordinary – incurred by SURS, the Fund or any
permissible underlying collective investment vehicles in which the Fund
invests, and investment advisory or management fees of such underlying
vehicles to the extent otherwise permitted in this Agreement;
7.2.5. an annual report within 45 days after the end of each calendar year containing a
detailed statement of the affairs of the Fund, including:
22.214.171.124. the Investment Manager’s most recently filed annual ADV;
126.96.36.199. [commingled funds only] a Statement on Accounting Standards (SAS) 70
report of actions taken by the Investment Manager to determine that its
system of internal control is effective in meeting its objectives, including
operations, financial reporting, and compliance objectives;
188.8.131.52. a statement of income and expenditures and assets and liabilities;
184.108.40.206. a delineation of all services provided, and the dollar value thereof,
received for commissions paid in connection with Fund transactions (“soft
dollars”), as well as the amount of such soft dollars available to the
Investment Manager, but unused, for the purchase of research or other
services, together with an explanation of any firm soft dollar policies and
procedures not fully described in the Form ADV submitted to SURS;
220.127.116.11. reports of brokerage transactions as requested;
18.104.22.168. a Compliance Certificate in the form provided as Exhibit E of this
22.214.171.124. all other reports that SURS may reasonably request from time to time.
7.3. The Manager shall perform a quarterly reconciliation of the Fund’s book value, income
earned, and transaction activity as reported by the Master Custodian to the records of the
Investment Manager. Differences shall be communicated to the Master Custodian in a
timely manner. Resolution of differences is the responsibility of the Investment
Manager and the Master Custodian. The Investment Manager is responsible for
notifying SURS of unresolved discrepancies between the Investment Manager’s records
and those of the Master Custodian for as long as they persist. The records of the Master
Custodian shall be the authoritative source for all purposes of this Investment
7.4. The Investment Manager shall meet with SURS periodically, at such times as SURS
may reasonably request, concerning the Fund. The Investment Manager shall regularly
consult with SURS to provide full information regarding portfolio management strategy
and analysis, in order to assist SURS’ development of a diversified, skilled, and
balanced team approach to quantitative investment of its funds. This interface shall
include regular telephone communication, exchange of written data and analysis, and
other interaction as requested by SURS. The Investment Manager shall consult with and
inform SURS as requested in development of portfolio investment ideas, strategy and
execution, as well as ongoing evaluation of strategy and performance. The Investment
Manager shall attend performance and risk reviews at the offices of SURS at least
8. Services to Other Clients. It is understood that the Investment Manager performs investment
advisory services for various clients. SURS agrees that the Investment Manager may give
advice and take action with respect to any of its other clients which may differ from the
advice given to, or the timing or nature of action taken with respect to, the Fund, provided
that the Investment Manager allocates investment opportunities among clients on a fair and
equitable basis. In the event the Investment Manager conducts seminars, training sessions or
similar events which are generally made available to the Investment Manager’s clients,
SURS shall be invited to attend upon the same terms and conditions as such other clients. If
the Investment Manager offers to pay the cost of such events and/or the travel or lodging
expenses incurred by its clients in connection with attending such events, the Investment
Manager shall reimburse SURS for such expenses on the same basis as the Investment
Manager reimburses the expenses of its other clients.
9. Allocation of Brokerage. Subject to the following, the Investment Manager is authorized to
place orders for the execution of securities transactions for the Fund with or through such
brokers or dealers as the Investment Manager may select. The Investment Manager may
allocate transactions to such brokers and dealers for execution on such markets, at such
prices and at such commission rates as in the good faith judgment of the Investment Manager
will be in the best interest of the Fund, taking into consideration in the selection of such
brokers and dealers not only the available prices and rates of brokerage commissions, but
also other relevant factors (such as, without limitation, execution capabilities, and, subject to
the following sentence, research services provided by such brokers or dealers which are
expected to enhance the capabilities of the Investment Manager to serve the Fund). All
services provided to the Investment Manager for commissions paid in connection with Fund
transactions shall satisfy the requirements of Section 28(e) of the Securities Exchange Act of
1934 and the requirements and restrictions relating to the payment of commissions for the
provision of such services under laws applicable to employee benefit plans that are subject to
ERISA. Investment transactions may not be executed through the facilities of the Investment
Manager or its affiliates unless expressly authorized by SURS.
10. Log of Brokerage Transactions. Investment Manager shall maintain, and make available to
SURS, a log of all transactions placed through all securities brokerage firms, which log shall
reflect the name of the firm, a description of each transaction (including the amount and
securities involved), the date of each transaction and the amount of fees and commissions
11. Proxies. The Investment Manager will vote all proxies in accordance with the Proxy Voting
Guidelines contained in SURS’ written investment policies, unless otherwise notified in
writing by SURS. The Investment Manager shall report to SURS at least quarterly the
proxies voted in respect of the Fund.
12. Fees. The compensation of the Investment Manager shall be determined in accordance with
Exhibit B attached hereto. Neither the Investment Manager nor any of its affiliates will
receive any brokerage commissions on the purchase or sale of Fund assets or any other fees
or compensation in connection with services provided hereunder, except as provided in this
section or permitted under §9. Investment Manager represents that no other client obtained
subsequent to SURS will be charged a lower fee for managing substantially the same amount
of assets in substantially the same manner. For so long as this Agreement remains effective,
with or without amendment, Investment Manager further agrees to promptly notify SURS of
any fee agreement or arrangement between the Investment Manager and any of its clients that
contains terms more favorable than those set forth in the then current compensation
agreement with SURS. SURS shall automatically receive the benefit of any such more
favorable terms at its option.
13. Valuation. In computing the market values of all common and preferred stocks in the Fund,
each such security listed on any national securities exchange shall be valued as of the close of
the market on the valuation date. Listed stocks not traded on such date and all unlisted stocks
regularly traded in the over-the-counter market shall be valued at the latest available mid-
price quotation furnished to the Investment Manager by the National Association of
Securities Dealers, Inc., the National Quotation Bureau Incorporated, or any similar
organization. Corporate and government bonds shall be valued in such manner as
determined in good faith by the Investment Manager to reflect their fair market values. Such
valuation may incorporate models prepared by bond valuing services, last sale prices for
listed securities and over-the-counter bid prices. Any other securities shall be valued in such
manner as determined in good faith by the Investment Manager to reflect their fair market
14. Authority. The names, titles, and authorities of the individuals who are authorized to act on
behalf of the Trust with respect to the Fund investments and this Agreement are set forth in
Exhibit C, which is attached hereto and incorporated herein, and the Investment Manager
shall be entitled to rely upon such information until the Investment Manager receives notice
of a change.
15. Effective Date; Term; Termination. This Agreement shall become effective on the date first
above written and shall continue in full force and effect until terminated in accordance with
this section. This Agreement may be terminated at any time after the first 30 days by either
party upon 30 days’ advance written notice of such termination to the other party; provided
however, that, at anytime, without prior written notice, SURS may orally direct the
Investment Manager to cease its management activities with respect to the Fund, which
direction shall be confirmed, in writing, as soon as practicable. Upon such termination, fees
of the Investment Manager shall be prorated to the date of termination as specified in the
notice of termination.
16. Delegation of Responsibilities. The Investment Manager may, in its sole discretion, retain
an affiliate of the Investment Manager to provide administrative services for the Investment
Manager, in carrying out its obligations under the terms of this Agreement. Any fees payable
to such affiliate per the preceding sentence shall be paid entirely by the Investment Manager.
17. Non-Assignability. No assignment of this Agreement shall be made by the Investment
Manager without the written consent of SURS.
18. Notices. All notices, instructions and advices with respect to securities transactions or any
other matters contemplated by this Agreement shall be deemed duly given when delivered to
and received by the respective parties as follows:
18.1. To SURS: State Universities Retirement System, Attn: Chief Investment Officer, 1901
Fox Drive, P.O. Box 2710, Champaign, L 61825-2710 (Zip Code for street address:
61820), facsimile number: 217-378-9802.
18.2. To the Investment Manager: *
18.3. To the Master Custodian: The Northern Trust Company, Attn: Relationship Manager
for State Universities Retirement System, 50 South LaSalle Street, B-8, Chicago, IL
60675, facsimile number: 312-557-2710.
19. Any such notice shall be effective: (a) if sent by certified or registered mail, return receipt
requested, by United States express mail, by courier service, then when actually received; (b)
if sent by telecopier or other facsimile transmission, then on the date sent, provided
confirmatory notice is deposited in the United States mail, postage prepaid, on said date; or
(c) if delivered by hand, then on the date so delivered. The address or addressee to receive
notice for any party may be changed by such party from time to time by giving notice in the
foregoing manner. Any notice required under this Agreement may be waived only in a
writing signed by the person entitled to notice.
20. Entire Agreement; Amendment. This Agreement, together with the Exhibits annexed
hereto, constitutes the entire agreement of the parties hereto; is intended to be the complete
and exclusive statement of the terms hereof; and, except as provided in sections 1 and 2
hereof, may not be modified or amended except by a writing signed by the parties hereto.
21. Governing Law; Venue. This Agreement shall be governed by, and construed in accordance
with, the laws of the State of Illinois, without regard to conflict of laws principles.
References herein to provisions of law shall be deemed to include a reference to any
amendments thereof and any successor provisions thereto. Venue for any litigation relating
to this agreement is agreed to be the Illinois Circuit Court for the Sixth Judicial Circuit,
Champaign County, Illinois, or the U.S. District Court for the Central District of Illinois,
located at Urbana, Illinois.
22. Counterparts. This Agreement may be executed in any number of separate counterparts,
each of which shall be deemed an original, but the several counterparts shall together
constitute but one and the same Agreement of the parties hereto.
23. Statutory Provisions.
23.1. The Investment Manager certifies that it is not barred from being awarded a contract or
subcontract because of a conviction or admission of guilt for bribery or for bribing an
officer or employee of the State of Illinois or any other state in that officer or employee’s
official capacity as provided in §50-1 of the Illinois Procurement Code, 30 ILCS 500/50-
23.2. The Investment Manager certifies that it will provide a drug free workplace by
engaging in the conduct prescribed in Section 3 of the Drug Free Workplace Act, 30
23.3. The Investment Manager certifies that it is not barred from contracting with SURS
because of a violation of either Section 33E-3 (bid-rigging) or 33E-4 (bid rotating) of
Article 33E of the Criminal Code of 1961, 720 ILCS 5/33E.
23.4. The Investment Manager certifies that neither it nor any substantially owned affiliated
company is participating or shall participate in an international boycott in violation of
the provisions of the U.S. Export Administration Act of 1979 or the regulations of the
U.S. Department of Commerce promulgated under that Act.
23.5. To the extent Illinois law is applicable, as required by 775 ILCS 5/2-105, the
Investment Manager agrees to:
23.5.1. Refrain from unlawful discrimination and discrimination based on citizenship
status in employment and undertake affirmative action to assure equality of
employment opportunity and eliminate the effects of past discrimination;
23.5.2. Comply with the procedures and requirements of the Illinois Department of
Human Rights’ regulations concerning equal employment opportunities and
23.5.3. Provide such information, with respect to its employees and applications for
employment, and assistants as the Illinois Department of Human Rights may
reasonably request; and
23.5.4. Have written sexual harassment policies that shall include, at a minimum, the
126.96.36.199. The illegality of sexual harassment;
188.8.131.52. The definition of sexual harassment under State law;
184.108.40.206. A description of sexual harassment, utilizing examples;
220.127.116.11. Investment Manager’s internal complaint process including penalties;
18.104.22.168. The legal recourse, investigative and complaint process available through
the Illinois Department of Human Rights and the Illinois Human Rights
22.214.171.124. Directions on how to contact the Illinois Department of Human Rights and
the Illinois Human Rights Commission; and
126.96.36.199. Protection against retaliation as provided by Section 6-101 of the Illinois
Human Rights Act. A copy of the policies shall be provided to the Illinois
Department of Human Rights upon request.
23.6. Investment Manager shall maintain, for a minimum of five (5) years after the
completion of the contract, adequate books, records, and supporting documents to verify
the amounts, recipients, and uses of all disbursements of funds passing in conjunction
with the contract. Investment Manager shall further make all such books, records, and
supporting documents related to the contract available for review and audit by the
internal auditor of SURS and by the Illinois Auditor General and shall cooperate fully
with any audit conducted by the internal auditor of SURS and the Illinois Auditor
General and will further provide the internal auditor of SURS and the Illinois Auditor
General full access to all relevant materials. Failure to maintain the books, records, and
supporting documents required by this section shall establish a presumption in favor of
SURS for the recovery of any funds authorized to be paid by SURS under this
Investment Management Agreement for which adequate books, records, and supporting
documentation are not available to support their purported disbursement.
23.7. Investment Manager agrees to notify the SURS Ethics Officer if it solicits or intends to
solicit for employment any of the employees of SURS during the term of the contract.
23.8. Investment Manager certifies it is not an Illinois Finance Entity as defined in 40 ILCS
5/1-110.10 (PA 95-0521). If appropriate at any time after the effective date of this
contract, Investment Manager will comply with the annual certification requirements of
40 ILCS 5/1-110.10 (PA 95-0521) for Illinois Finance Entities.
23.9. Under penalties of perjury, Investment Manager certifies that * is its correct Federal
Taxpayer Identification Number. Investment Manager is doing business as a *
(partnership, corporation or other entity (name type of entity)).
IN WITNESS WHEREOF, duly authorized representatives of SURS and the Investment
Manager have executed this Agreement on the day and year first above written.
THE STATE UNIVERSITIES RETIREMENT SYSTEM
IN WITNESS WHEREOF, duly authorized representatives of the Board of Trustees and the
Investment Manager have executed this Agreement on the day and year first above written.
Note: The guidelines below apply to an account benchmarked to the MSCI EAFE Index. Similar
guidelines would apply to an account benchmarked to the MSCI All Country Ex-US World
(Effective MM DD, 2008)
These investment guidelines extend the Statement of Investment Policy for the State Universities
(1) Equity portfolios may be invested up to 100% in common stocks, other equity-related
securities, or in fixed-income securities traded on recognized exchanges throughout the
(2) Fixed income investments shall not exceed 10% of the portfolio value.
(3) Financial Futures and forward contracts in either equities or currencies may be held, so long
as they do not exceed in aggregate the assets of the portfolio. The manager may not commit
the Board of Trustees to supplement the fund by borrowing on behalf of the Trustees.
(4) Equity portfolios are to be diversified to reduce the impact of large losses in individual
investments in a manner that is at the discretion of the portfolio manager.
(5) Currency exposures are to be managed by the manager. Exposures shall be prudently
established to limit risk and add value.
(6) Investments shall be limited to instruments of companies principally located in countries
included in the MSCI EAFE Free Index (and tax haven countries including but not limited to
Bermuda, Cayman, Netherlands Antilles, and Luxembourg). SURS shall be notified by the
manager if at month end the regional weightings vary from the index regional weightings by
more or less than 10 percentage points.
The currently defined regions are: United Kingdom, Japan, Pacific Basin, Developed Europe,
Central and South America, Emerging Europe, Africa and the Middle East (EMEA) and
(7) Portfolio investments tendered in conjunction with tender offers exempt from U.S. securities
exchange commission registration (commonly called “mini-tenders”) must be executed
according to the investment policies established by the State Universities Retirement System.
(1) To exceed the rate of return of a benchmark consisting of the MSCI EAFE Free Index.
(2) To obtain objective 1 at approximately the same volatility as experienced by the
Investment Management Agreement Between the
State Universities Retirement System (“SURS”)
____________________ (“Investment Manager”)
for _________________ [portfolio category] Management
Investment Manager Compensation: Fee Calculation
SURS shall pay the Investment Manager a fee to be computed as follows, and no other payment
shall be due the Investment Manager, except as explicitly provided in the Agreement.
[Commingled Fund Only: The Investment Manager shall ensure that SURS will not bear directly
or indirectly any fees, costs or expenses, whether incurred by (a) the Investment Manager, (b)
any fund in which the Assets are invested, or (c) any underlying collective investment vehicle
directly or indirectly invested by such fund to the extent approved by SURS, in excess of the fees
set forth in this Exhibit B.]
For each calendar quarter during which this Agreement is in effect, the Investment Manager shall
be paid for its services hereunder during such calendar quarter an amount equal to one quarter of
the following percentages of the Fair Market Value of the Assets managed by the Investment
Tier Annual Rate Quarterly Rate
First $25 million 0.65% 0.1625%
Next $25 million 0.45% 0.1125%
Next $50 million 0.30% 0.0750%
Over $100 million 0.20% 0.0500%
Fair Market Value shall mean the fair market value as computed by SURS’ custodian and shall
include any accruals calculated.
All fees are calculated by multiplying the applicable fee percentages by the Fair Market Value as
of the final business day of the calendar quarter plus a prorated adjustment if there was a
withdrawal during the quarter, and/or minus a prorated adjustment if there was a contribution
during the quarter. The prorated adjustment shall be calculated by multiplying the applicable fee
percentage by the withdrawal/contribution by the number of days from the beginning of the
quarter to the date of the withdrawal/contribution and dividing by 365 days.
The fee shall be prorated for any calendar quarter during only a portion of which this Agreement
is in effect. For the purpose of the calculation above, Assets shall include the total Assets
managed by the Investment Manager.
The individuals listed below are authorized to provide instructions on behalf of the Fund.
Instructions shall be in writing and transmitted by mail, telecopy, or e-mail, provided, however,
that the Investment Manager may, in its discretion, accept verbal instructions subject to written
confirmation of the same from the authorized individual. Investment Manager may rely on the
instructions received from any one of these authorized individuals unless notified to the contrary.
The Executive Director also has authority, pursuant to SURS’ Investment Policy (Section IV), to
execute contract amendments to this contract.
Dan M. Slack
Douglas C. Wesley
Deputy Chief Investment Officer
Daniel L. Allen
Chief Investment Officer
I hereby certify that the above individuals have been duly authorized as indicated above, and that
such authorization remains in force as of this date.
Kelly A. Jenkins
PAYMENTS TO THIRD PARTIES
As a duly authorized officer of _______________________________ (the “Investment
Manager”), I hereby certify that I am familiar with that certain Investment Management Agreement
dated _________________, 200__, as may be amended from time to time (the “Agreement”) between
the State Universities Retirement System (“SURS”) and the Investment Manager relating to
investment of certain SURS funds by the Investment Manager. In addition, to the best of my
knowledge after diligent inquiry, I hereby certify to SURS that:
(a) All investments of SURS’ funds made by the Investment Manager during the fiscal year
ending June 30, _______, were made within applicable Investment Guidelines
incorporated in the Agreement at the time each investment was made, except as set
(b) All current investment holdings in SURS’ portfolio managed by the Investment
Manager are in compliance with Investment Guidelines currently applicable under the
Agreement, except as set forth below;
(c) During the fiscal year ending June 30, ____, no member of the SURS Board, or key
staff of SURS, and no person claiming to represent or have influence with the Board has
contacted the Investment Manager with respect to a financial transaction or solicitation
which is not solely on behalf of SURS’ business with the Investment Manager, except
as set forth below;
(d) The Investment Manager acknowledges that it is a fiduciary with respect to SURS. The
Investment Manager is in compliance with all representations, warranties and covenants
in the Agreement which apply to the Investment Manager, including but not limited to
Illinois ethics code compliance, disclosure of any pay-to-play arrangements or
solicitations, and any indemnity or insurance coverage requirements, except as set forth
below. Current Insurance coverage applicable to SURS funds is as follows: (Please
attach insurance certificates.)
Errors and Omissions dedicated to the Agreement: Date of expiration: ______________
Per occurrence limit:________________________
Annual Aggregate: _________________________
Directors and officers liability: _______________________ Date of expiration:
Brokers blanket bond or similar coverage: _____________ Date of expiration: ______________
Other:__________________________________________ Date of expiration: ______________
Exceptions: (Attach a separate sheet if necessary.)
Dated: _________________________ By: