I. INTRODUCTION
I. INTRODUCTION
The New Mexico State Investment Office (“SIO”) issues this Status Report Concerning
Investigation of Placement Agents and Related Investment Managers (the “Report”) in order
to update its oversight bodies and beneficiaries of the permanent funds, and the citizens of
the State of New Mexico, on issues relating to the use of placement agents in connection
with investments made by the SIO and the New Mexico State Investment Council (“SIC”).
The Securities & Exchange Commission (“SEC”) and the United States Attorney’s Office
for the District of New Mexico, working in conjunction with the Federal Bureau of
Investigation (together the ““DOJ”) each have active investigations pending, relating to the
use of placement agents in New Mexico. The SIO and SIC completed document
productions to the SEC and DOJ in late May 2010, and continue to cooperate with the
investigations.
The SIO and SIC have also worked with the Office of the New Mexico Attorney General
(“AG”) to hire outside counsel in order to seek civil remedies from potential defendants for
losses and damages arising from the inappropriate use of placement agents. Due to the on-
going investigation by the federal authorities and the recovery efforts of the SIO, SIC and
AG, this Report will not convey any information that is confidential or privileged. This
Report is also not intended to waive any privilege relating to the specific issues or
circumstances that will be described in this Report, or to any document or communication
related to the issue of placement agents used in connection with investments by the SIO or
SIC.
A. Questionnaire
On March 19, 2009, the SEC filed a complaint against Henry “Hank” Morris, David J.
Loglisci and certain Morris-affiliated companies in New York regarding placement agent
payments made in connection with investments by the New York State Common
Retirement Fund. Aldus Equity Partners (“Aldus”), the SIO’s former private equity
consultant, although not a named defendant, was referenced in the complaint On the same
day, the New York Attorney General’s Office announced that it had secured an indictment
against Morris and Loglisci based on the same misconduct. Aldus, although not a named
defendant, was referenced in the indictment. Further, also referenced in both New York
actions were several investment managers with whom the SIC had conducted investment
business in New Mexico.
Two business days after the filing of the suit in NY, the SIO’s General Counsel (“GC”) sent
a questionnaire (the “Questionnaire”) to all investment managers 1 requesting detailed
disclosures concerning placement agent use in connection with investments by the SIO and
SIC. The Questionnaire is attached as Exhibit A.
1 The Questionnaire was sent only to investment managers that were managing funds on
After receiving the responses to the Questionnaire, reviewing the responses, and performing
additional follow-up with particular investment managers, the GC and the Deputy State
Investment Officer compiled a placement agent spreadsheet that detailed the investment
manager name, whether or not the investment manager used a placement agent or sub-agent,
the names of the placement agent firms and individual placement agents, and the amount
paid to each placement agent.
The SIO publicly released its placement agent spreadsheet at a special meeting of the SIC
held on April 17, 2009. The spreadsheet is attached hereto as Exhibit B. That spreadsheet
was later updated and released on June 30, 2009 and is attached hereto as Exhibit C.
Prior to publicly releasing its placement agent spreadsheet, the SIO reported its findings to
the DOJ and the SEC.
Thereafter, the SIO received formal information requests and subpoenas from the SEC and
DOJ (collectively the “Subpoenas”) as custodian of records for the SIC. The Subpoenas
sought a broad range of materials relating to the role of placement agents in investments
made by the SIO and SIC during the years 2003 through 2009 (the “Responsive Time
Period”).
The SIO and external counsel (see below), as contact points for the SEC and DOJ and on
behalf of the then State Investment Officer (Gary Bland) and the SIC, received an additional
subpoena for the testimony of Gary Bland and an additional formal information request for
certain documents held by SIC members who served from January 1, 2003 to November 25,
2009. Both the subpoena and information request were issued by the SEC.
A copy of all the formal DOJ and SEC information requests and subpoenas are attached as
Exhibit D.
The GC believed it was critical for the SIO to retain outside counsel to help the SIO
cooperate with the federal authorities, attempt to identify any wrong-doing, rectify any
wrong-doing, and build a case for recovering any losses or damages. The SIO had an
existing contract with the law firm of Paul, Hastings, Janofsky & Walker LLP (“Paul
Hastings”), 2 which had considerable expertise with SEC investigations, DOJ investigations,
internal reviews, finance and investments. The Paul Hastings contract included broad
language in the scope of work (for securities investments and securities law matters) that
allowed for the SIO to properly utilize that firm’s services for the particular issues described
2
Paul Hastings was originally hired in 2005 through a competitive procurement process.
in this Report. 3 No other law firm that the SIO had an existing contract with possessed
either the expertise required or contract language that could be legitimately relied upon for
the services required.
After the GC interviewed the Paul Hastings lawyers who would perform the work and was
satisfied with their independence and competence, the GC authorized Paul Hastings to begin
work in early summer of 2009.
Because of the impending deadlines, Paul Hastings’ work initially focused on assisting the
SIO with responding to the Subpoenas. Thereafter, on or about October 20, 2009, Paul
Hastings was retained by a Subcommittee of the New Mexico State Investment Council (the
“Subcommittee”). 4 The Subcommittee and the GC requested that Paul Hastings expand its
work to include an internal review of the facts and circumstances relating to the role of
placement agents in investments made by the SIO and SIC (the “Internal Review”).
In order to respond to the Subpoenas and conduct the Internal Review, Paul Hastings
worked with the GC and performed, among other things, the following general tasks:
1. Identified, gathered and reviewed millions of pages of documents and electronic data
potentially responsive to the Subpoenas;
2. Produced responsive, non-privileged documents and electronic data to the SEC and
the DOJ;
7. Conducted research and provided legal advice regarding various issues of law; and
8. Made several presentations concerning its Internal Review to the GC (and later to
3
The SIO is statutorily exempt from the requirements of the Procurement Code for
contracts for investment advisory services, investment management services or other
investment-related services. See, Section 13-1-98(CC) NMSA 1978.
4
The Subcommittee was comprised of the following members: State Land Commissioner
Patrick Lyons, Andrew Davis (public member), Stephen L. Feinberg (public member) and
Peter Frank (public member).
the GC and Steven Moise 5 ), the Subcommittee, the DOJ, the SEC and the AG.
Paul Hastings conducted initial interviews of various SIO employees in order to identify
those individuals who may possess information responsive to the Subpoenas and relevant to
the Internal Review (the “Custodians”).
At the direction of Paul Hastings, Kroll Ontrack, an independent computer forensic and
litigation support firm, imaged all identified SIO computers and hard drives used by the
Custodians, as well as numerous back-up tapes and various file servers. In total, Kroll
Ontrack forensically collected approximately 6.2 terabytes of data – or the approximate
equivalent of 2 billion pages – from these electronic sources (the “Electronic Data”). In
addition to securing the Electronic Data, Paul Hastings collected approximately 10,000 pages
of hard copy and paper documents from the Custodians and/or files maintained by the SIO
and staff members (the “Hard Copy Materials”).
In total, approximately 2.4 million pages of Electronic Data and Hard Copy Materials were
reviewed by Paul Hastings attorneys to determine whether they were: (1) responsive to the
Subpoenas; (2) potentially subject to a claim of attorney-client privilege by the SIO; or
(3) potentially subject to a claim of executive privilege by the Office of Governor Bill
Richardson (the “Document Review”). In addition, the reviewing attorneys categorized
documents according to various substantive issues relevant to the Internal Review and
identified additional documents of possible interest. Certain documents identified by the
review team were selected for additional review and follow-up through the interview process
described below.
Over the course of the Document Review, Paul Hastings made approximately forty (40)
productions of responsive, non-privileged documents to the SEC and the DOJ. With the
exception of certain documents currently under review by the Office of Governor
Richardson (as discussed below), Paul Hastings completed its review and the production was
completed in late May 2010. In total, Paul Hastings produced, on behalf of the SIO, more
than 1.5 million pages to both the DOJ and SEC. Prior to Paul Hastings’ engagement, the
GC on behalf of the SIO had produced approximately 9,000 pages.
During the review, certain documents were identified as potentially subject to the SIO’s
attorney-client and/or work product privileges. The Subcommittee, SIO and SIC elected
not to assert the executive/deliberative process privilege so as to continue to cooperate with
the SEC and DOJ. After a review to identify privileged documents, Paul Hastings provided
the SEC and the DOJ with a 258-page privilege log identifying approximately 4,700
attorney-client privileged documents withheld from production, a small fraction of the total
documents reviewed or produced. All responsive, non-privileged materials and potentially
5
Mr. Moise became the State Investment Officer effective April 1, 2010. He became the
State Investment Officer on May 25, 2010, after being approved by the newly constituted
SIC.
executive privilege documents 6 were produced.
In addition, during the Document Review, certain responsive documents were identified as
potentially subject to a claim of executive privilege by Governor Bill Richardson. All of
these documents were provided to the Governor’s Office for review. Any documents for
which Governor Richardson did not assert a privilege were turned over to the SEC and DOJ
by Paul Hastings. The Governor’s Office was responsible for creating a privilege log for the
DOJ and the SEC, identifying each of the documents withheld under a claim of executive
privilege. To date, that work is ongoing.
B. Internal Review
At the direction of the Subcommittee and the GC, the Internal Review focused upon the
following areas:
ii. the role and knowledge of SIO staff, consultants and investment
managers concerning the financial interests of certain placement agents in
investments;
iii. the level of disclosure, if any, to the SIC and the Private Equity
Investment Advisory Committee concerning the financial interests of
certain placement agents in investments;
iv. whether the SIO’s investment process was tainted, by among other
things, payment of placement fees; and
C. Presentations
6
The SIO and SIC did not assert the executive privilege on behalf of either the SIC or State
Investment Officer. The Governor has asserted the privilege for his documents.
7Due to budget concerns, in early February 2010, the Subcommittee directed Paul Hastings
to forego further interviews and to conclude the Internal Review. As a result, initial and/or
follow-up interviews with other relevant individuals and representatives of entities were not
attempted or conducted.
documents, Paul Hastings made several presentations to the GC and Subcommittee (the
“Presentations”).
After a presentation on October 20, 2009, the Subcommittee passed a resolution that
recommended that that SIC 1) express “no confidence” in the State Investment Officer,
Gary Bland, 2) restrict certain duties of Gary Bland, 3) request that the Governor investigate
whether grounds exist to remove Gary Bland from office, and 4) direct outside counsel to
continue to review information concerning the SIO and report to the Subcommittee (the
“Resolution”). The Resolution is attached as Exhibit E.
On October 21, 2009, the Subcommittee requested that an emergency meeting of the SIC be
held the next day, at which meeting the Resolution would be presented to the SIC. Gary
Bland resigned as State Investment Officer on October 21, 2009 and the emergency SIC
meeting was cancelled.
At the regularly scheduled meeting of the SIC on October 27, 2009, Governor Richardson
appointed Robert Jacksha, a former Deputy State Investment Officer, and then Chief
Investment Officer of the Educational Retirement Board, as Interim State Investment
Officer. On the same date, the Subcommittee directed Paul Hastings to make a presentation
to the Subcommittee regarding Robert Jacksha’s previous tenure at the SIO, and a search
committee appointed by the Governor agreed to work efficiently with the Council to make a
recommendation for a permanent State Investment Officer. In February of 2010, the
legislature passed Senate Bill 18, which restructured the composition and expanded the
authority of the Council, while largely removing investment powers from the State
Investment Officer. Subsequently, Jacksha announced his resignation as Interim State
Investment Officer, to be effective April 1, 2010 and returned to his position as chief
investment officer for the Educational Retirement Board.
At the direction of the Subcommittee and the GC, the SIO and Paul Hastings have fully
cooperated with the investigations being conducted by the DOJ and the SEC. In addition,
the SIO requested the assistance of the AG in recovering funds on behalf of the SIO (see
below). To date, such cooperation with the DOJ, the SEC and the AG has included, among
other things, conducting numerous telephone conferences with the SEC and DOJ to discuss
the status of review and production, providing oral briefings to the SEC, the DOJ and the
AG regarding facts of the Internal Review, and responding to oral requests for additional
documents and information.
Recognizing the importance of these matters to the SIO’s business and the strong public
interest in conserving taxpayer funds, the GC and Subcommittee requested that Paul
Hastings employ various measures in order to provide the GC and the Subcommittee with
efficient cost-effective representation in a wide-ranging investigation with highly complex
factual and legal issues.
First, Paul Hastings discounted the standard billing rates of ten (10) lawyers conducting
initial document review by 50%. These lawyers spent approximately 2,600 hours conducting
the review.
Second, Paul Hastings utilized summer associates for various research assignments and
agreed not to charge the Office for any portion of their time. These summer associates
spent approximately 92 hours performing their tasks. Third, Paul Hastings employed
contract attorneys with significantly lower billing rates in order to assist with the review of
potentially privileged materials and the creation of a privilege log. Finally, Paul Hastings
agreed to provide various legal services requested by the Subcommittee for the amount
remaining under the amended contract. In addition to the other hourly rate discounts, the
SIO was not billed for an additional $775,000 of attorney time. In total, the SIO paid Paul
Hastings $5,088,454.39 for the services described in this Report. 8
On July 28, 2009, the SIC adopted a Transparency and Disclosure Policy (“Transparency
Policy”) that, in pertinent part, prohibits an investment manager from being able to receive
an investment from the SIO or SIC if that investment manager utilizes a placement agent in
connection with obtaining business. The Transparency Policy also requires investment
managers to make comprehensive and detailed disclosures about their relationships with
third parties and places prohibitions on campaign contributions. The Transparency Policy
outlines severe penalties for any violation of its terms.
On June 22, 2010, the Transparency Policy was amended by changing the complete ban to a
prohibition specifically targeted at prohibiting an investment manager from receiving an
investment from the SIO or SIC if the manager retains a placement agent with respect to the
contemplated investment by the SIO or SIC. This amendment was necessary in order to
allow the SIC and SIO to continue to make investments. The SIO and SIC had found that
the complete prohibition 9 was not prudent and did not allow for the SIO and SIC to be able
to properly manage the permanent funds.
B. Ennis Knupp
The State of New Mexico Legislative Council Service and the State Board of Finance
retained Ennis, Knupp & Associates, Inc. (“EK”) to conduct an independent operational
and fiduciary review of the governance, organizational structure, and current policies,
8 Paul Hastings also provided other services, namely reviewing and helping negotiate
alternative investments such as Hedge Fund of Fund and Credit and Structured Finance
Services deals. These services were performed from August 5, 2005 until early 2010.
9
The complete ban limited the SIO and SIC’s investment opportunities to an unacceptable
level. The Transparency Policy became unworkable because, for example, if an investment
manager hired a placement agent to help solicit investments in Dubai (because the manager
did not have a presence there) and that placement agent would only be paid for the
investment made by an investor in Dubai, the SIO and SIC still could not make an
investment with that manager.
procedures, and practices of the SIO and SIC, as well as the ERB and the PERA. The
purpose of the reviews was to provide an independent evaluation of the governance and
operations compared to both common industry standards and best practices.
EK issued a report on their process and findings on February 28, 2010. Among other
things, the SIO and SIC report included 82 recommendations on policies, procedures and
practices. Soon after the report was released, the SIO and SIC began evaluating the findings
in order to implement the applicable policies, procedures and practices identified in the
report.
To date, the SIO and SIC have implemented many of these findings and continue to address
the remainder. A spreadsheet reflecting this process is attached to this report as “Exhibit G”
C. Legislative Overhaul
The 2010 Legislature passed an emergency bill that was signed into law by Governor
Richardson that implemented some of the "best practices" recommendations made in the
EK report. One concern raised in EK’s report was the Governor's significant influence and
control over the SIC and SIO. To deal with this concern, the Legislature changed the
makeup of the SIC by replacing the State Investment Officer and the three public members
appointed by the Governor with four public members appointed by the New Mexico
Legislative Council and two public members appointed by the Governor. The Legislature
removed from the Governor the ability to appoint the State Investment Officer and assigned
that responsibility to the SIC as a whole.
The bill also transferred the investment decision-making power from the State Investment
Officer to the SIC. This transfer was for all investment decisions not just private equity and
film investments, as was the case under prior legislation.
The Investment Committee’s Charter was adopted on May 25, 2010. In general the
Investment Committee is charged with reviewing and making recommendations to the SIC
on all investment-related matters, other than those under the purview of the Private Equity
Investment Advisory Committee – a statutorily created entity. The creation of Investment
Committee ensures that all investment decisions are fully vetted by those with oversight over
the SIO.
The Audit Committee’s Charter was adopted on July 27, 2010. The Audit Committee is
tasked with monitoring and providing oversight over the SIO’s accounting, financial
reporting, compliance, risk management, information security, privacy practices, data
protection, operational management best practices and management of internal control
processes. The creation of this committee ensures that the back office activities of the SIO
are responsible, and appropriately performed.
The Governance Committee’s Charter was also adopted on July 27, 2010. In general, the
Governance Committee is to undertake governance responsibilities over SIC membership,
SIC committee membership, director independence, SIC member performance,
compensation matters, SIC agenda setting, and developing, recommending and overseeing
governance guidelines and Codes of Conduct and Ethics. The creation of this committee
will help ensure that both the SIO and SIC are run responsibly and ethically.
The charters for these three committees are attached to this report as ‘Exhibit G’.
E. Code of Ethics
The Code of Ethics also creates a mechanism for the oversight and monitoring of
employees’ actions and allows for reporting of violations to the Legal Department, State
Investment Officer or SIC Governance Committee. To encourage reporting of potential
violations, the Code of Ethics provides for whistleblower protections for employees who
identify and report potential violations of the Code of Ethics or other possible wrong-doing.
The State Investment Officer, working under the guidance of the Council, continues to
pursue efforts to improve efficiency, transparency and ethics at the SIC: The Governance
Committee will consider recommending to the Council a Code of Conduct for Council
Members later this year; the State Personnel Office has completed an organizational
evaluation regarding SIC staffing, and seven staff members have left the SIC in the past six
months; the Council has terminated more than a half-dozen underperforming external
investment managers since May; following a nationwide search, the Investment Officer hired
his new Deputy, Vince Smith, the former Chief Investment Officer at the Kansas Public
Employees Retirement Fund, who will oversee SIC investment policy and day to day
investment execution; and staff is actively assessing the SIC’s present asset allocation, while a
thorough review of all SIC investment policies is ongoing.
G. Legal Recovery
The SIO has itself attempted to recover losses or damages due to the potentially
inappropriate use of placement agents. To date the SIO has recovered over $260,000. This
number is expected to increase substantially as a result of hiring external counsel to pursue
recovery of losses and damages.
ii. RFP for Outside Recovery Counsel
On June 7, 2010, the SIO and SIC partnered with the AG to issue an RFP for legal recovery
services. The evaluation committee for the RFP included two representatives from the SIC,
a representative of the AG, the State Investment Officer and the GC 10 . After an evaluation
process and finalist interviews, the evaluation committee selected Day Pitney as the
successful offeror. The entire SIC approved the retention of Day Pitney LLP on August 24,
2010. On August 26, 2010, the SIO, SIC and AG entered into an agreement with Day
Pitney LLP to pursue losses and damages related to inappropriate use of placement agents.
10
Specifically the evaluation committee consisted of: the State Land Commissioner Patrick
Lyons, SIC Public Member Peter Frank, Assistant Attorney General Scott Fuqua, and SIO
General Counsel Bryan Otero.
EXHIBIT A
State of New Mexico
STA TE INVESTMENT COUNCIL
41 Plaza La Prens a
Santa Fe, New Mexico 87507
Phone : (505) 424- 9500
Fax : (505) 424-25 10
BILL RIC HARD SON GAR Y B. BLAND
GOVERNOR ST ATE INV ESTM ENT OFFI CER
VIA EMAIL
TO: SIC Investment Manager/C onsultant/C ontra ctor
As part of the New Mexico State Investment Council's ongoing compliance and monitoring
initiative, we request that the following information be sent via email to
compliance .sic@state.nm.lls, with "Compliance Request - (Manager Name)" in the subject line.
Your response to items 1 and 2 (a-f) is due by 4:00 pm, MDT, Friday, March 27,2009. The
documents/agreements responsive to items 2 (g-h) should be provided by 4:00 pm, MDT,
Wednesday, April 1, 2009.
1) Have you hired, engaged, retained in any capacity or paid in any manner, any company or
individual in connection with the investment/allocation made by the State Investment
Council ("SIC")? This includes, but is not limited to, the retention of consultants , new
employees, 3rd party marketers, placement agents, finders, or any other individual or
entity, as well as, the payment of any fee or grant of any interest (LP, GP) or other thing
of value.
2) If yes, please provide:
a. The names of any and all individuals, companies and the principa ls of those
companies who were hired, engaged, retained, received any remuneration, or
shared in any remuneration.
b. The names of the individuals who were the contact and negotiated the
remuneration,
c. The amount and description of any remuneration. In the case of an employment
relationship or consulting arrangement, please fully describe the nature of the
role, responsibilities and salary/wage/payment. In the case of an interest, please
list and describe the nature of the interest and provide a value.
d. Justify the hiring of any company or individual in connection with investment
made by SIC. For example, for a 3rd party marketer/placement agent/finder please
detail the advantages of such hiring and their specific expertise.
e. Detail the roles/functions/responsibilities for each company or individual hired,
retained or engaged. What specific services were performed?
f. Provide the dates of hire, engagement, retention and termination for each
company or individual.
Page 1 of 2
State of New Mexico
STATE INVESTMENT COU NCIL
g. Provide any all agreements between the Manager and an y company or individual
hir ed , retained or engaged .
h. Provide any all agreem ent s between any company or indi vidual hired , retained or
eng age d and an y oth er company or indi vidual who ma y have shared any
remuneration.
Thank you for your prompt attention to this request. If you have an y qu estions, please contact
the undersigned at 505-476-951 2.
( '1l~6l0~
Bryan A:oustin Otero , JD , LLM
Chi ef General Counsel & Complianc e Officer
Page 2of 2
EXHIBIT B
EXHIBIT C
No Response or Insufficient response Note that amount received by individual is an approximation and may in some instances be based on assumptions or
Requires more follow‐up information received from 3rd parties. In cases where we do not know the exact amount of the fee split between the broker
and the individual listed below we have apportioned the entire fee received by the broker to the individual. Additionally, the
Split fee information gathered is based upon responses by the General Partner or Fund and was gathered and input very quickly. There
No marketer used is no guarantee that such information is accurate or complete.
Amt Rec'd by Vintage or
Individual &/or Allocation Amount of
Individual(s) GP or Fund Name Broker Broker or Company Sub‐Agent Department Year Commitment Fee Terms
Richard Allsopp
James Moore
1 Mark Schroeder 3i EuroPartners Vb unknown UBS none PEN 2006 $ 31,290,000 % of overall commitments
2 no response ACA CSF 2004 $ 12,963,600
AG Core Plus Realty Fund II,
3 none L.P. $ ‐ RE 2007 $ 50,000,000
090625‐LAW‐RPT‐3rd Party Marketers with changes.xlsx
Page 1 of 12 Last Printed on: 7/8/2009 4:06 PM
No Response or Insufficient response Note that amount received by individual is an approximation and may in some instances be based on assumptions or
Requires more follow‐up information received from 3rd parties. In cases where we do not know the exact amount of the fee split between the broker
and the individual listed below we have apportioned the entire fee received by the broker to the individual. Additionally, the
Split fee information gathered is based upon responses by the General Partner or Fund and was gathered and input very quickly. There
No marketer used is no guarantee that such information is accurate or complete.
Amt Rec'd by Vintage or
Individual &/or Allocation Amount of
Individual(s) GP or Fund Name Broker Broker or Company Sub‐Agent Department Year Commitment Fee Terms
GP Notes there
Dan Weinstein may be others that
25 Vicky Schiff Aurora III $ 375,000 Wetherly rec'd $ PEN 2004 $ 25,000,000 1.5% of Capital Commitment
33% OF MGT/PERFORM FEE, BUT
IN NO EVENT SHALL FEE EXCEED
50 BPS PER YEAR OF AMOUNT
INVESTED BY NMSIC.
Fee Paid through 12/31/08 is
26 Alfred Jackson Austin $ 2,100,000 Berean none disclosed HF 2005/2008 $ 200,000,000 approximately $2,100,000
/ ,
IN NO EVENT SHALL FEE EXCEED
50 BPS PER YEAR OF AMOUNT
27 Alfred Jackson Austin Horizon $ 61,875 Berean none disclosed CSF 2008 $ 150,000,000 INVESTED BY NMSIC.
28 none Avenue III $ ‐ PEN 2002 $ 25,000,000
29 none AXA ‐ ARIA CSF 2004 $ 15,000,000
30 none BABSON CSF 2004 $ 20,000,000
31 none BABSON ‐ GREAK LAKES I CSF 2006 $ 29,057,320
32 none BABSON ‐ GREAK LAKES II CSF 2006 $ 40,000,000
33 none BCI Growth V $ ‐ PEN 1999 $ 10,000,000
34 none Beal SIC Holding, LLC $ ‐ RE 2006 $ 22,500,000
35 none Benchmark Plus $ ‐ HF 2005 $ 100,000,000
36 no response Blackstone Comm I PEN 2000 $ 10,000,000
37 no response Blind Horizon $ ‐ FLM 2002 $ 4,780,000
38 none Blue Sage Capital, L.P. $ ‐ PENM 2003 $ 10,000,000
39 none Bordertown $ ‐ FLM 2005 $ 15,000,000
40 none Bridgepoint III $ ‐ PEN 2005 $ 35,358,000
41 none Bridgepoint IV $ ‐ PEN 2007 $ 46,551,000
Buried Alive (The Horror
42 no response Chronicles) $ ‐ FLM 2006 $ 3,450,001
Cabrera Capital Markets
43 Not requested yet Commission Recapture PEQ n/a
44 Alfred Jackson Camden III $ 1,250,000 Inroads Group none disclosed PEN 2004 $ 20,000,000 buyout by GP
Not yet 30% of the Adjusted
45 Alfred Jackson Camden IV Inroads Group none disclosed PEN closed $ 25,000,000 Management Fee
46 no response Candover 2001 PEN 2001 $ 7,046,270
none ‐ but Alfred Jackson
47 owns 73% of GP Capital Point Ptrs $ ‐ PEN 2005 $ 20,000,000
090625‐LAW‐RPT‐3rd Party Marketers with changes.xlsx
Page 2 of 12 Last Printed on: 7/8/2009 4:06 PM
No Response or Insufficient response Note that amount received by individual is an approximation and may in some instances be based on assumptions or
Requires more follow‐up information received from 3rd parties. In cases where we do not know the exact amount of the fee split between the broker
and the individual listed below we have apportioned the entire fee received by the broker to the individual. Additionally, the
Split fee information gathered is based upon responses by the General Partner or Fund and was gathered and input very quickly. There
No marketer used is no guarantee that such information is accurate or complete.
Amt Rec'd by Vintage or
Individual &/or Allocation Amount of
Individual(s) GP or Fund Name Broker Broker or Company Sub‐Agent Department Year Commitment Fee Terms
48 none Carlyle Mexico PEN 2006 $ 25,000,000
49 Henry "Hank" Morris Carlyle Mezz $ 150,000 Searle none disclosed PEN 2004 $ 20,000,000 0.75% of Capital Commitment
50 none Carlyle Mezzanine II $ ‐ PEN 2008 $ 30,000,000
51 none Carlyle Riverstone E&P III PEN 2005 $ 20,000,000
1% of Capital Commitment split
62 Marc Correra CIM Fund III, L.P. $ 250,000 Wetherly Ajax RE 2007 $ 50,000,000 50/50 between Wetherly & Ajax
63 none Cinven III $ ‐ PEN 2001 $ 15,041,250
64 none Cinven IV $ ‐ PEN 2006 $ 38,871,000
65 none Clarity Partners $ ‐ PEN 2000 $ 10,000,000
66 Claws 1A A CSF 2004 $ 29,012,356
67 Marc Correra Clayton VII $ 900,000 Cabrera none disclosed PEN 2005 $ 50,000,000 2% of Capital Commitment
68 Marc Correra Clayton VIII $ 675,000 Ajax none disclosed PEN 2008 $ 50,000,000 1.35% of Capital Commitment
69 no response ClearBridge/Citigroup PEQ 2003
70 none Coller Intl IV $ ‐ PEN 2002 $ 30,000,000
71 none Crash $ ‐ FLM 2008 $ 15,000,000
72 none Craton I $ ‐ PEN 2006 $ 19,076,922
Credit Suisse Securities (USA),
73 no response LLC SL 2001 n/a
18% OF ALL FEES
Crestline & Juniper have
74 Eileen Kotecki Crestline $ 915,000 Juniper Capital Guy Riordan HF 2005 $ 100,000,000 terminated the relationship
090625‐LAW‐RPT‐3rd Party Marketers with changes.xlsx
Page 3 of 12 Last Printed on: 7/8/2009 4:06 PM
No Response or Insufficient response Note that amount received by individual is an approximation and may in some instances be based on assumptions or
Requires more follow‐up information received from 3rd parties. In cases where we do not know the exact amount of the fee split between the broker
and the individual listed below we have apportioned the entire fee received by the broker to the individual. Additionally, the
Split fee information gathered is based upon responses by the General Partner or Fund and was gathered and input very quickly. There
No marketer used is no guarantee that such information is accurate or complete.
Amt Rec'd by Vintage or
Individual &/or Allocation Amount of
Individual(s) GP or Fund Name Broker Broker or Company Sub‐Agent Department Year Commitment Fee Terms
.07% of Juniper's fee ‐
Terminated by Juniper in 2006
Crestline & Juniper have
75 Guy Riordan Crestline $ 17,325 Juniper Capital Guy Riordan HF 2005 $ 100,000,000 terminated the relationship
Crestline
76 none Transfer from Maple Key $ ‐ HF 2007 $ 100,000,000
77 CRTS 2004‐4 CSF 2004 $ 19,436,751
Cruel World (aka The
78 Experiment) FLM 2004 $ 1,700,000
79 none CT Preferred $ ‐ HF 2005 $ 50,000,000
80 none CVC Europe III PEN 2001 $ 10,000,000
81 none CVM Equity Fund V $ ‐ PENM 1998 $ 3,000,000
82 none Cypress MB II $ ‐ PEN 1999 $ 10,000,000
83 no response Davis Hamilton Jackson PEQ 2003
BASE QTRLY SALARY‐$25,000,
COMMISSION = 1ST THROUGH
4TH YRS 35%, 5TH YR 25%, AFTER
84 John DeLuna Denali Advisors Unknown DeLuna Partners none disclosed PEQ 2003 15%
85 none Dilweg SIC, LLC $ ‐ RE 2005 $ 23,750,000
86 none Earnest Partners $ ‐ PEQ 2003
YEARS 1‐3: 15% OF MGT &
INCENTIVE, YEAR 4: 15% MGT,
10% INCENTIVE, YEARS 5 ON:
10% OF MGT & INCENTIVE,
2006‐ $101,148.24,
2007‐$156,186.42,
87 Douglas Cramer EIM $ 365,553 Alternative Access Capital none disclosed HF 2006 $ 100,000,000 2008‐$108,219.31
88 no response Elvis Has Left the Building $ ‐ FLM 2003 $ 7,500,000
89 none Employee of the Month $ ‐ FLM 2006 $ 13,002,694
90 none Entrust Capital $ ‐ HF 2005 $ 25,000,000
91 none Epic Venture Fund IV, LLC $ ‐ PENM 2008 $ 6,400,000
20% OF MGT FEES FOR AS LONGS
AS INVESTOR
Estimated Fees paid are at least
$1,000,000 (20% x ($100,000,000
92 Marc Correra Explorer $ 1,000,000 Cabrera none disclosed HF 2005 $ 100,000,000 x 1.5%))
93 none Falcon Mezz II $ ‐ PEN 2005 $ 20,000,000
090625‐LAW‐RPT‐3rd Party Marketers with changes.xlsx
Page 4 of 12 Last Printed on: 7/8/2009 4:06 PM
No Response or Insufficient response Note that amount received by individual is an approximation and may in some instances be based on assumptions or
Requires more follow‐up information received from 3rd parties. In cases where we do not know the exact amount of the fee split between the broker
and the individual listed below we have apportioned the entire fee received by the broker to the individual. Additionally, the
Split fee information gathered is based upon responses by the General Partner or Fund and was gathered and input very quickly. There
No marketer used is no guarantee that such information is accurate or complete.
Amt Rec'd by Vintage or
Individual &/or Allocation Amount of
Individual(s) GP or Fund Name Broker Broker or Company Sub‐Agent Department Year Commitment Fee Terms
94 none Falcon Mezz III PEN 2008 $ 25,000,000
95 Marc Correra Fenway III $ 600,000 Ajax none disclosed PEN 2006 $ 30,000,000 2% of Capital Commitment
96 Marvin Rosen Fenway III $ 300,000 Diamond Edge none disclosed PEN 2006 $ 30,000,000 1% of Capital Commitment
97 no response First Quadrant DRV 2008 N/A
98 no response First Quadrant PEQ 1998
99 none First Reserve IX $ ‐ PEN 2001 $ 10,000,000
100 no response First Snow $ ‐ FLM 2005 $ 7,300,000
Five Arrows Realty Securities
101 none IV, L.P. $ ‐ RE 2005 $ 61,670,000
102 none Flywheel I, L.P. $ ‐ PENM 2004 $ 15,000,000
103 no response FOUR CORNERS CLO CSF 2005 $ 18,873,460
104 none Fox Asset Management $ ‐ PEQ 2003
105 none GEAM ‐ NAVIGATOR CSF 2004 $ 15,000,000
106 Marc Correra GF Capital PEF $ 600,000 SDN Advisors none disclosed PEN 2006 $ 30,000,000 2% of Capital Commitment
Michale Hoffmann
Robert Hofeditz
Kelly Deponte
Greg Hausler
Greg Hausler
Carig Marmer 1.33% on 1st $350MM & 1.75%
107 Dale Meyer Gleacher Mezz II $ 350,000 Probitas Funds Group none disclosed PEN 2007 $ 20,000,000 on above
108 no response Green IV PEN 2003 $ 25,000,000
109 none Green V $ ‐ PEN 2006 $ 30,000,000
William R. Howell Pension Later transferred to
110 William R. Howell GSC Recovery III $ 450,000 Enhancement Consulting Monroe Street PEN 2005 $ 30,000,000 1.5% of Capital Commitment
111 no response GSO ‐ HUDSON STRAITS CSF 2004 $ 25,000,000
112 no response GTCR VII PEN 2000 $ 6,500,000
113 no response GTCR VII A PEN 2000 $ 2,000,000
114 none Guggenheim $ ‐ HF 2009 $ 100,000,000
115 Dan Prendergast Halyard II $ 600,000 Park Hill none disclosed PEN 2007 $ 30,000,000 2% of Capital Commitment
116 none Harvest IV $ ‐ PEN 2001 $ 15,000,000
25% OF FEE FROM 9/8/03‐
117 Marc Correra & Paul Cross Hester Capital $ 474,182 Crosscore Management none disclosed PEQ 2003 9/8/06. TOTAL $474,182.75
090625‐LAW‐RPT‐3rd Party Marketers with changes.xlsx
Page 5 of 12 Last Printed on: 7/8/2009 4:06 PM
No Response or Insufficient response Note that amount received by individual is an approximation and may in some instances be based on assumptions or
Requires more follow‐up information received from 3rd parties. In cases where we do not know the exact amount of the fee split between the broker
and the individual listed below we have apportioned the entire fee received by the broker to the individual. Additionally, the
Split fee information gathered is based upon responses by the General Partner or Fund and was gathered and input very quickly. There
No marketer used is no guarantee that such information is accurate or complete.
Amt Rec'd by Vintage or
Individual &/or Allocation Amount of
Individual(s) GP or Fund Name Broker Broker or Company Sub‐Agent Department Year Commitment Fee Terms
UP TO $250MM ‐ 25% OF ALL
FEES, OVER $250MM ‐ 27.5%
Fees Paid are approximately
$900,000 assuming same deal as
118 Marc Correra HFV $ 900,000 Cabrera none disclosed HF 2005 $ 100,000,000 TAG
119 Marc Correra HM Capital SPF $ 600,000 Ajax none disclosed PEN 2007 $ 30,000,000 2% of Capital Commitment
Jamir Couch Knowles Hall Consulting &
120 Keith Spears Illinois PEFFund $ 228,301 Keith Spears none disclosed PEN 2005 $ 20,000,000
121 none In the Valley of Elah $ ‐ FLM 2006 $ 15,000,000
William R. Howell Pension
Enhancement Consulting & Howell got $125,000 & CSFB got
122 William R. Howell InterMedia VII $ 150,000 CSFB none disclosed PEN 2005 $ 30,000,000 1.25% of Commitment
International Venture Fund I,
123 none L.P. $ ‐ PENM 2000 $ 5,000,000
Intervention (aka Funny
124 no response Farm) $ ‐ FLM 2005 $ 12,420,000
$200k RETAINER, 2% FOR
JER Real Estate Partners IV, $35,622 as of INVESTORS THAT INVEST UP TO
129 Unknown L.P. 12/31/08 Atlantic Capital none disclosed RE 2007 $ 125,000,000 $50mm, 2% OF CAP COMMIT,
130 none K2 Advisors $ ‐ HF 2005 $ 50,000,000
131 none K2 Alternate $ ‐ HF 2006 $ 50,000,000
Julio Ramirez
132 Marc Correra KH Growth (Vicente Capital) $ 500,000 Cabrera none disclosed PEN 2007 $ 25,000,000 2% of Capital Commitment
133 no response KPS II PEN 2002 $ 15,000,000
134 unknown KRG Capital I $ 200,000 Bank of America none disclosed PEN 1999 $ 10,000,000 2% of Capital Commitment
090625‐LAW‐RPT‐3rd Party Marketers with changes.xlsx
Page 6 of 12 Last Printed on: 7/8/2009 4:06 PM
No Response or Insufficient response Note that amount received by individual is an approximation and may in some instances be based on assumptions or
Requires more follow‐up information received from 3rd parties. In cases where we do not know the exact amount of the fee split between the broker
and the individual listed below we have apportioned the entire fee received by the broker to the individual. Additionally, the
Split fee information gathered is based upon responses by the General Partner or Fund and was gathered and input very quickly. There
No marketer used is no guarantee that such information is accurate or complete.
Amt Rec'd by Vintage or
Individual &/or Allocation Amount of
Individual(s) GP or Fund Name Broker Broker or Company Sub‐Agent Department Year Commitment Fee Terms
unknown ‐
Dale Meyer $5.5MM on entire
135 John Littlefield KRG Capital II fundraising JP Morgan none disclosed PEN 2001 $ 25,000,000
Landmark Real Estate Fund V,
136 none L.P. $ ‐ RE 2005 $ 75,000,000
137 none Landmark XI $ ‐ PEN 2002 $ 20,000,000
Not yet
138 none Landmark XIV $ ‐ PEN closed
139 none LB CDO OPPORTUNITY II CSF 2007 $ 50,000,000
140 unknown Leeds Weld IV unknown Bear Sterns none disclosed PEN 2002 $ 20,000,000
141 no response LEHMAN ‐ EXUM RIDGE CSF 2007 $ 11,357,942
142 no response LEHMAN ‐ VERDE CSF 2005 $ 13,650,000
143 Marc Correra Lehman MBP III $ 350,000 Cabrera Capital none disclosed PEN 2004 $ 20,000,000 1.75% of Capital Commitment
1% up to $20MM; 1.25% up to
$30MM; 1.5% up to $50MM;
144 Marc Correra Lehman MBP IV $ 356,250 Ajax none disclosed PEN 2007 $ 28,500,000 1.75% over $50MM
2% of Capital Commitment split
145 Dan Weinstein
Dan Weinstein Levine Leichtman DV
Levine Leichtman DV $ 250,000
$ 250 000 Wetherly Ajax PEN 2005 $
$ 25 000 000 50/50
25,000,000
2% of Capital Commitment split
146 Marc Correra Levine Leichtman DV $ 250,000 Wetherly Ajax PEN 2005 $ 25,000,000 50/50
2% of Capital Commitment split
147 Dan Weinstein Levine Leichtman III $ 350,000 Wetherly Ajax PEN 2003 $ 35,000,000 50/50
2% of Capital Commitment split
148 Marc Correra Levine Leichtman III $ 350,000 Wetherly Ajax PEN 2003 $ 35,000,000 50/50
2% of Capital Commitment split
149 Dan Weinstein Levine Leichtman IV $ 350,000 Wetherly Ajax PEN 2008 $ 35,000,000 50/50
2% of Capital Commitment split
150 Marc Correra Levine Leichtman IV $ 350,000 Wetherly Ajax PEN 2008 $ 35,000,000 50/50
151 Alan Pardee Lightyear II not disclosed Merrill Lynch none disclosed PEN 2005 $ 60,000,000 not disclosed
152 Marvin Rosen Lightyear II $ 600,000 Diamond Edge none disclosed PEN 2005 $ 60,000,000 1% of Capital Commitment
Living Hell (The Horror
153 no response Chronicles) $ ‐ FLM 2006 $ 3,858,646
Lombardia Capital Partners
154 none Formerly Valenzuela Partners $ ‐ PEQ 2003
Magna Securities
155 Not requested yet Commission Recapture PEQ n/a
090625‐LAW‐RPT‐3rd Party Marketers with changes.xlsx
Page 7 of 12 Last Printed on: 7/8/2009 4:06 PM
No Response or Insufficient response Note that amount received by individual is an approximation and may in some instances be based on assumptions or
Requires more follow‐up information received from 3rd parties. In cases where we do not know the exact amount of the fee split between the broker
and the individual listed below we have apportioned the entire fee received by the broker to the individual. Additionally, the
Split fee information gathered is based upon responses by the General Partner or Fund and was gathered and input very quickly. There
No marketer used is no guarantee that such information is accurate or complete.
Amt Rec'd by Vintage or
Individual &/or Allocation Amount of
Individual(s) GP or Fund Name Broker Broker or Company Sub‐Agent Department Year Commitment Fee Terms
Palladium Capital Advisors,
156 no response Maple Key LLC HF 2005 $ 100,000,000
157 none Mariner Matador $ ‐ HF 2008
Brian A. Murdock
Christopher O. Blunt
Robert E. Brady
John A. Cullen
Michael G. Gallo
Robert J. Hebron
John R. Meyer
Barry A. Schub
Brian A. Murdock
Christopher O. Blunt
Scott L. Berlin
Robert J. Hebron
John R. Meyer
Stephen P. Fisher
William F. Gibson
Barbara McInerney
Robert E. Brady
Thomas A. Clough
Thomas A. Clough
Wendy K. Fishler
Mark A. Gomez
Joseph J. Henehan
Julia D. Holland
Edward P. Linder
Alison H. Micucci
Marguerite E. H. Morrison
Beverly J. Moore
Gary L. Warren
Gary M O'Neill
158 Albert W. Leier Mariner Select NYLIFE Distributors, LLC none disclosed HF 2005 $ 100,000,000 32% of Revenue
159 Matthew Gohd Markstone $ 100,000 Pali Capital none disclosed PEN 2004 $ 20,000,000 0.5% of Capital Commitment
Murphree Venture Partners IV,
160 none L.P. $ ‐ PENM 1998 $ 4,000,000
Murphree Venture Partners V,
161 none L.P. $ ‐ PENM 2000 $ 3,000,000
New Mexico Co‐Investment
162 Guy Riordan Partners, L.P. $ 318,958 Wachovia none disclosed PENM 2004 $ 46,000,000
163 Marc Correra Newstone $ 600,000 Ajax none disclosed PEN 2006 $ 30,000,000 2% of Capital Commitment
Not yet
164 Marc Correra Newstone II Ajax none disclosed PEN closed $ 30,000,000 2% of Capital Commitment
090625‐LAW‐RPT‐3rd Party Marketers with changes.xlsx
Page 8 of 12 Last Printed on: 7/8/2009 4:06 PM
No Response or Insufficient response Note that amount received by individual is an approximation and may in some instances be based on assumptions or
Requires more follow‐up information received from 3rd parties. In cases where we do not know the exact amount of the fee split between the broker
and the individual listed below we have apportioned the entire fee received by the broker to the individual. Additionally, the
Split fee information gathered is based upon responses by the General Partner or Fund and was gathered and input very quickly. There
No marketer used is no guarantee that such information is accurate or complete.
Amt Rec'd by Vintage or
Individual &/or Allocation Amount of
Individual(s) GP or Fund Name Broker Broker or Company Sub‐Agent Department Year Commitment Fee Terms
165 none NGN Biomed I $ ‐ PEN 2004 $ 20,000,000
166 none NGP ETP II $ ‐ PEN 2008 $ 30,000,000
NMSIC Co‐Investment Fund,
167 none L.P. (Classic) $ ‐ PENM 2007 $ 30,000,000
NMSIC Co‐Investment Fund,
168 none L.P. (Focused) $ ‐ PENM 2007 $ 60,000,000
169 Not requested yet NMSU PEQ 2008 $ 5,000,000
170 no response Nordic V PEN 2003 $ 20,534,000
171 Marc Correra NorthStar SIC Holding LLC $ 576,917 SDN Advisors none disclosed RE 2006 $ 90,250,000 $99,866.24 & $447,051.00
172 none Oak Hill Capital $ ‐ PEN 1999 $ 10,000,000
173 none Oak Investment IX $ ‐ PEN 1999 $ 10,000,000
174 none Oak Investment X $ ‐ PEN 2001 $ 15,000,000
175 Opera Structured Credit CSF 2006 $ 49,750,000
E. Alan Brumberger Diamond Edge Capital
176 Lori A. Schiaffino Optima Partners, LLC HF 2005 $ 50,000,000 20% of all fees
Paladin Realty Latin America
177 no response Investors II, LP RE 2006 $ 25,000,000
178 none Pharos
Pharos $ ‐
$ PEN 2004 $
$ 20 000 000
20,000,000
Robert Byron Place/BV Student Housing
179 Peter Stelian Fund, LLC no compensation Blue Vista Capital none disclosed RE 2007 $ 50,000,000
(I) 0.25% OF 1ST $1b, (II) 1.5% OF
Douglas Blagdon unknown ‐ Global LESS THAN $2b, (III) 2% IN EXCESS
180 Scott White Platinum II mandate Citigroup none disclosed PEN 2007 $ 30,000,000 OF $2B, CAP OF $25mm ON FEE.
181 none Prism IV $ ‐ PEN 2001 $ 15,000,000
182 no response PRUDENTIAL ‐ DRYDEN VII CSF 2004 $ 21,126,000
090625‐LAW‐RPT‐3rd Party Marketers with changes.xlsx
Page 9 of 12 Last Printed on: 7/8/2009 4:06 PM
No Response or Insufficient response Note that amount received by individual is an approximation and may in some instances be based on assumptions or
Requires more follow‐up information received from 3rd parties. In cases where we do not know the exact amount of the fee split between the broker
and the individual listed below we have apportioned the entire fee received by the broker to the individual. Additionally, the
Split fee information gathered is based upon responses by the General Partner or Fund and was gathered and input very quickly. There
No marketer used is no guarantee that such information is accurate or complete.
Amt Rec'd by Vintage or
Individual &/or Allocation Amount of
Individual(s) GP or Fund Name Broker Broker or Company Sub‐Agent Department Year Commitment Fee Terms
191 Seraphim Falls $ ‐ FLM 2005 $ 15,000,000
192 none SIC/Leed, LLC $ ‐ RE 2005 $ 15,000,000
193 Marc Correra Silver Creek II $ 188,333 SDN Advisors none disclosed PEN 2005 $ 9,416,667 2% of Capital Commitment
194 none Simms Global Investors $ ‐ PEQ 2003
195 Julio Ramirez St. Cloud II $ 400,000 PEN 2007 $ 20,000,000 verbal agreement
196 no response Sterling Capital PEN 2002 $ 15,000,000
20% of all fees
197 Marc Correra STONE TOWER $ 132,608 Ajax CSF 2008 $ 100,000,000 $132,608 as of end of 1st Qtr '09
Strategic Partners Value
198 none Enhancement Fund, L.P. $ ‐ RE 2006 $ 38,125,000
199 no response Summit VI B PEN 2001 $ 5,000,000
200 no response Suspect Zero $ ‐ FLM 2002 $ 7,500,000
201 none Swing Vote $ ‐ FLM 2007 $ 15,000,000
202 none TA IX $ ‐ PEN 2000 $ 10,000,000
203 none TA Sub Debt $ ‐ PEN 2000 $ 10,000,000
204 none TA VIII $ ‐ PEN 1997 $ 1,250,000
UP TO $250MM 25% OF ALL
UP TO $250MM ‐ 25% OF ALL
FEES, OVER $250MM ‐ 27.5%
Fees Paid Through 12/31/08 are
205 Marc Correra TAG Offshore $ 1,294,000 Cabrera none disclosed HF 2005 $ 100,000,000 approximately $1,294,000
206 no response TCS ‐ DAVIS SQUARE CSF 2004 $ 24,937,500
207 no response TCS ‐ INMAN SQUARE CSF 2004 $ 20,055,313
208 none TH Lee V $ ‐ PEN 2000 $ 15,000,000
209 none TH Lee VI $ ‐ PEN 2006 $ 30,000,000
210 none The Burrowers $ ‐ FLM 2007 $ 7,036,854
211 no response The Flock (Tax Credit Loan) $ ‐ FLM 2005 $ 2,300,000
212 none The Game $ ‐ FLM 2007 $ 15,000,000
Chad Schultz
Bob Rivett unknown ‐
John Robertshaw $3.3MM on entire
213 Ray Cosman Thomas McNerney fundraising CSFB none disclosed PEN 2002 $ 20,000,000
William D. Forsyth III 20% OF FEE. THROUGH 12/31/08
214 Thomas J. Holberg Jr. Thornburg $ 1,276,595 Frontier Partners none disclosed PEQ 2003 $1,276,595.23
Trammell Crow Acquisitions I,
215 none L.P. $ ‐ RE 2007 $ 47,316,111
090625‐LAW‐RPT‐3rd Party Marketers with changes.xlsx
Page 10 of 12 Last Printed on: 7/8/2009 4:06 PM
No Response or Insufficient response Note that amount received by individual is an approximation and may in some instances be based on assumptions or
Requires more follow‐up information received from 3rd parties. In cases where we do not know the exact amount of the fee split between the broker
and the individual listed below we have apportioned the entire fee received by the broker to the individual. Additionally, the
Split fee information gathered is based upon responses by the General Partner or Fund and was gathered and input very quickly. There
No marketer used is no guarantee that such information is accurate or complete.
Amt Rec'd by Vintage or
Individual &/or Allocation Amount of
Individual(s) GP or Fund Name Broker Broker or Company Sub‐Agent Department Year Commitment Fee Terms
Trammell Crow Acquisitions II,
216 none L.P. $ ‐ RE 2007 $ 150,000,000
217 no response TRIMARAN CSF 2005 $ 25,931,340
Tullis/Dickerson Capital Focus
218 none II, L.P. $ ‐ PENM 1998 $ 15,000,000
Tullis/Dickerson Capital Focus
219 none III, L.P. $ ‐ PENM 2001 $ 15,000,000
220 none TVO $ ‐ RE 2004 $ 31,000,000
Undead or Alive: A Zombedy
221 no response (aka Wanted: Unded or Alive) $ ‐ FLM 2006 $ 3,798,410
222 none UNM $ ‐ PEQ 2008 $ 5,000,000
223 none Valley Ventures II, L.P. $ ‐ PENM 1998 $ 5,000,000
224 none Valley Ventures III, L.P. $ ‐ PENM 2002 $ 6,658,988
225 Marc Correra VANDERBILT DUNHILL $ 866,000 Crosscore Management CSF 2004 $ 15,500,000
REC'D $2,000,000 in connection
with both SIC & ERB ‐ No
226 Marc Correra
Marc Correra VANDERBILT FINANCIAL TRUST $ 2,000,000
VANDERBILT FINANCIAL TRUST $ 2 000 000 SDN Advisors
SDN Advisors CSF 2006 $
$ 000 000 breakdown provided
50,000,000
50 breakdown provided
090625‐LAW‐RPT‐3rd Party Marketers with changes.xlsx
Page 11 of 12 Last Printed on: 7/8/2009 4:06 PM
No Response or Insufficient response Note that amount received by individual is an approximation and may in some instances be based on assumptions or
Requires more follow‐up information received from 3rd parties. In cases where we do not know the exact amount of the fee split between the broker
and the individual listed below we have apportioned the entire fee received by the broker to the individual. Additionally, the
Split fee information gathered is based upon responses by the General Partner or Fund and was gathered and input very quickly. There
No marketer used is no guarantee that such information is accurate or complete.
Amt Rec'd by Vintage or
Individual &/or Allocation Amount of
Individual(s) GP or Fund Name Broker Broker or Company Sub‐Agent Department Year Commitment Fee Terms
239 refused to disclose VMG refused to disclose Park Hill refused to disclose PEN 2006 $ 30,000,000 refused to disclose
240 none vSpring II, L.P. $ ‐ PENM 2003 $ 20,000,000
241 none VSS Comm III $ ‐ PEN 1998 $ 10,000,000
242 none VSS Comm IV $ ‐ PEN 2004 $ 20,000,000
243 none VSS Structured II $ ‐ PEN PEIAC Only
244 no response Warburg PEP PEN 1998 $ 10,000,000
245 none Warburg Pincus VIII $ ‐ PEN 2001 $ 15,000,000
Wasatch New Mexico Fund,
246 none LLC $ ‐ PENM 2004 $ 12,000,000
Jim Rowe
247 Todd Stevens Wasatch Venture Fund III, LLC $ 108,750 Rowe Capital Partners none disclosed PENM 2001 $ 8,700,000
Julio Ramirez
Dan Prendergast
248 Brian Levine Wayzata $ 442,500 Park Hill Possible Affiliates PEN 2005 $ 25,000,000 1.77% of Capital Commitment
249 none WCAS IX $ ‐ PEN 2000 $ 15,000,000
250 none WCAS VIII $ ‐ PEN 1998 $ 10,000,000
251 none WCAS X
WCAS X $ ‐
$ PEN 2005 $
$ 25 000 000
25,000,000
252 none WCAS XI $ ‐ PEN 2008 $ 35,000,000
253 no response Wellspring III PEN 2002 $ 20,000,000
254 none Wildfire ‐ The Pilot $ ‐ FLM 2004 $ 4,094,897
Wildfire ‐ The Series ‐ Season
255 none 1 $ ‐ FLM 2005 $ 15,000,000
Wildfire ‐ The Series ‐ Season
256 none 2 $ ‐ FLM 2005 $ 15,000,000
Wildfire ‐ The Series ‐ Season
257 none 3 $ ‐ FLM 2006 $ 15,000,000
Wildfire ‐ The Series ‐ Season
258 none 4 $ ‐ FLM 2006 $ 15,000,000
259 none Williams Capital $ ‐ PEN 2004 $ 20,000,000
Donaldson Lufkin &
260 Unknown Willis Stein III unknown Jenrette & CSFB none disclosed PEN 2000 $ 10,000,000
Unknown ‐ Still 1% of Capital Commitment ‐
261 Dan Weinstein YAAF $ 200,000 Wetherly compiling info PEN 2004 $ 20,000,000 Verbal Agreement
262 no response ZAIS MATRIX V CSF 2006 $ 44,464,213
263 Zenith CSF 2004 $ 20,000,000
090625‐LAW‐RPT‐3rd Party Marketers with changes.xlsx
Page 12 of 12 Last Printed on: 7/8/2009 4:06 PM
EXHIBIT D
APR-24-2009 13:50 us fllTTORt,jE'y DI 3T OF t,jr1 505 346 6887 P. 05/05
Custodian of Records
New Mexico State Investment Council
41 Plaza la Prensa
Santa Fe, New Mexico 87507
You have been served with a subpoena duces tecum issued by a federal grand jury in
connection with a criminal investigation being conducted in this district. That subpoena directs
you to produce information on June 9,2009, before the grand jury in Albuquerque, New Mexico.
As a convenience to you, you may, if you wish, deliver the requested docwnents to
Special Agent John D. Fay, Federal Bureau ofInvestigation, 4200 Luecking Park Avenue NE,
Albuquerque, New Mexico 87107) (505) 889-1300, in lieu of personally appearing before the
grand jury. Should you choose this option, please prepare the docwnents in some type of sealed
package and mark on the package, in bright red letters if possible, "GRAND JURY
MATERIALS, DO NOT OPEN," and tum them over to the agent who requested them in a
sealed condition.
If you have any questions, please feel free to contact me at (505) 346-7274.
Sincerely,
GREGORY J. FOURATT
United States Attome
STEV' C. ARJjRO~
Assistant United States Attorney
TOTAL P.05
. APR-24-2009 13:50 US ATTORt~E'{ D I ST OF t~r1 505 346 6887 P.02/05
0,--- n.
YOU ARE HEREBY COMMANDED to appear and testify before the Grand Jury of the United States
District Court at the place. date, and time specified below.
ROOM
PLACE PETE V. DOMENICI UNITED STATES COURTHOUSE Grand Jury Room
333 Lomas Blvd., NW
DATE AND TIME
Albuquerque, New Mexico 87102 June 9,2009
YOU ARE ALSO COMMANDED to bring with the following document(s) or object(s):*
SEe ATIACHMENT
This subpoena shall remain in effect until you are granted leave to depart by the court or by an officer acting
:>n behalf of the cou rt.
:;LEAK DATE
Matthew J. Dykman. CLERK April 24, 2009
BY)DEPU~
For the period 01/01/2003 to present, inclusive, the following docwnents, records, or items,
regardless of storage format:
1) Contracts, or other agreements, between the New Mexico State Investment Council (SIC) and
any firms, individuals, or entities investing funds or providing investment advice to or on behalf
of the SIC.
2) Any documents listing the placement agents, brokers, or third party marketers associated with
#1 above.
4) Correspondence, via e-mail or otherwise, between the SIC and Aldus Equity.
6) Any documents or records generated by Aldus Equity which were provided to the SIC.
9) A list of firms selected by SIC staff to be interviewed by the SIC investment committee
associated with #7 above.
13) A list of companies in which Aldus proposed that the SIC invest.
r'1A'( -16-200'3 11 : 54 P.02
US. Departlnent ofJustice
United States Attorney
District ofNew Mexico
May 7, 2009
Custodian of Records
New Mexico State Investment Council
41 Plaza La Prensa
Santa Fe, New Mexico 87507
You have been served with a subpoena duces tecum issued by a federal grand jury in
cOImection with a criminal investigation being conducted in this district. That subpoena directs
you to produce documents before the grand jury in Albuquerque, New Mexico. Please call the
grand jury coordinator, Debra Barry, at (505) 346-7274 to confirm this date and time of
June 9, 2009, at 8:30 a.m..
As a convenience to you, you may, if you wish, deliver the requested documents to
Special Agent Leroy Chavez, Federal Bureau of Investigation, 4200 Luecking Park Avenue NE,
Albuquerque, New Mexico 87107, (505) 889-1531, in lieu of personally appearing before the
grand jwy. Should you choose this option, please prepare the documents in some type of sealed
package and mark on the package, in bright red letters if possible, "GRAND JURY
MATERlALS, DO NOT OPEN," and turn them over to the agent who requested them in a
sealed condition.
If you have any questions, please feel free to contact Special Agent Leroy Chavez at 889-
1531.
Sincerely,
GREGORY J. FOURATT
United States Attorney
~~
PAULA G. BURNETT
Assistant United States Attorney
MRY-16-2009 11:54 P.03
,
YOU ARE HEREBY COMMANDED to appear and testify before the Grand Jury of the United States
District Court at the place, date, and time specified below.
PLACE ROOM
PETE V. DOMENICI GRAND JURY ROOM
United States Courthouse DATE AND TIME
333 Lomas NW June 9,2009 - 8:30 a.m.
Albuquerque, New Mexico
YOU ARE ALSO COMMANDED to bring with the following document(s) or object(s):*
See Attachment
This subpoena shall remain in effect until you are granted leave to depart by the court or by an officer acting
on behalf of the cou rt.
DATE
May 7, 2009
Records Requested
All e-mails, including attachments, to or from Gary Bland for the period January 1, 2003
through the present.
TOTAL P.04
U ITED STATES
SECURITIES AND EXCHANGE COMMISSION In replying
DENVER REGIO AL OFFICE please quote
1801 CALIFOR IA STREET
D-03035
SUITE 1500
DENVER, COLORADO 80202-2656
May 13,2009
Please make the above documents available for inspection on Tuesday, May 19,2009 in
Albuquerque, New Mexico at a place and time to be determined.
Please note that any information provided is subject to the Commission's routine uses. A
list of those uses is contained in the enclosed copy of SEC Form 1662, which also contains other
important information.
Please take all actions necessary to preserve all documents related to the matters
described in this voluntary request and refrain from deleting or destroying any such documents,
even if you might otherwise take such actions in the ordinary course of business.
This inquiry is non-public and should not be construed as an indication by the
Commission or its staff that any violation of law has occurred or as a reflection upon any person,
entity, or security.
If you have any questions, please call me at 303-844-1082. Thank you for your
cooperation.
Jeffrey R. Thomas
2
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
In replying
DENVER REGIONAL OFFICE
please quote
1801 CALIFORNIA STREET
SUITE 1500 0-03035
DENVER, COLORADO 80202-2656
VIAFEDEX
The attached procedures: SEC-DRO Image and Data Delivery Standards provide .
.the specifications for all data deliveries. If you have any questions concerning the electronic
production of documents, please contact the undersigned staff. We expect that a
.conversation between our respective litigation/technical support managers will be the most
efficient method of assuring that any data production is in a format acceptable to this
office. Please contact me to arrange a mutually convenient time for such conference.
Sincerely,
JJ!60:t-
Staff Attorney - Enforcement
Enclosures: Subpoena
hnage and Data Delivery Standards
SEC Form 1662
SUBPOENA
~ YOU MUST PRODUCE everything specified in the Attachment to this subpoena to officers ofthe
Securities and Exchange Connnission, at the place, date and time specified below:
Jeffrey R Thomas, Securities and Exchange Connnission, Denver Regional Office, 1801 California Street,
Suite 1500, Denver, CO 80202, no later than August 5, 2009.
o YOU MUST TESTIFY before officers of the Securities and Exchange Connnission, at the place,
date and time specified below:
By:
Je~.Th
14,.i "-· s
8ta ~ttorney - Enforcement
Date: 712z ~ 0 't
Securities and Exchange Commission
1801 California, Suite 1500
Denver, CO 80202
I am. an officer of the Securities and Exchange COlmnission authorized to issue subpoenas in this matter. The
Securities and Exchange Commission has issued a formal order authorizing this investigation under Section 20(a) of the
Securities Act of 1933, Section 21(a) of the Securities Exchange Act of 1934, and Section 209(b) of the Investment
Advisers Act of 1940.
NOTICE TO WITNESS: Ifyou claim a witness fee or mileage, submit this subpoena with the claim voucher.
ATTACHMENT A
1. This subpoena calls for all documents in your possession, custody, or control, or subject
to your custody or control, including without limitation documents in the possession,
custody, or control of your related parties.
2. The terms "SIC," "you," and "your" mean the New Mexico State Investment Council and
its related parties.
3. The term "Aldus" means Aldus Equity Partners, L.P. and its related parties, including,
without limitation Aldus Capital, LLC. .
4. The term ''related parties" should be interpreted as broadly as possible and includes,
without limitation parent companies, subsidiaries, predecessors, successors, related
entities, controlled entities, joint ventures, related trusts and trustees, related estates,
affiliates, principals, officers, directors, associates, employees, agents, independent
contractors, attorneys in fact, and representatives.
5. The term "document" means all materials in your possession, custody, or control, or
subject to your custody or control, whether drafts or unfinished versions, originals or
nonconforming copies thereof, however created, produced or stored (manually,
mechanically, electronically or otherwise), and by whomever prepared, produced, sent,
dated or received, including without limitation materials residing on computers, servers,
network drives, personal digital assistants, CDs, DVDs, floppy discs, thumbdrives,
cameras, backup or archive disks and tapes, and digital fax machines. The term
"document" also includes, without limitation electronic mail or correspondence,
metadata, embedded, hidden and other bibliographic or historical data describing or
relating to documents created, revised, or distributed on computer systems.
9. The use of the singular fonn of any word includes the plural and vice versa.
10. Should any document request require production of voluminous documents that are
maintained in electronic fonnat, the responsive documents should be produced in an
electronic format that is acceptable to this office.
11. Unless otherwise indicated, all requests relate to the period January 1, 2003 through the
date of your response.
B. Production
1. All organizational charts, and documents sufficient to identify the dates to which those
charts apply.
2. All minutes of meetings of the SIC or any SIC committee or subcommittee, including
without limitation the Private Equity Advisory Investment Committee.
5. Documents sufficient to identify all investment funds, vehicles, or managers with which
you communicated regarding any actual or potential investment by the SIC. In the
alternative, you may provide a list containing this information.
6. All documents reflecting any communication with any investment fund, vehicle, or
manager identified in response to Item 5.
7. All documents reflecting any analysis or evaluation of any investment fund, vehicle, or
manager identified in response to Item 5, including without limitation analyses or
evaluations of responses to RFIs or RFPs, regardless ofby whom the analysis or
evaluation was prepared.
11. All documents reflecting any communication with or relating to any of the following:
a. Marc Correra or his related parties, including without limitation Ajax Investments,
Crosscore Management, and SDN Advisers; .
c. Any individual or entity that acted or has been identified as a third party marketer,
placement agent, or finder in connection with any actual or potential investment
by the SIC.
12. Documents sufficient to identify all telephone numbers (including extensions) used by or
assigned to Gary S. Bland. Such documents should identify, at a minimum, (a) telephone
number, (b) type (e.g., landline or cell), (c) local carrier name, (d) long distance carrier
name, and (e) account opening/closing dates. In the alternative, you may provide a list
containing this information.
13. Documents sufficient to identify all email or instant messaging addresses used by or
assigned to Gary S. Bland. Such documents should identify, at a minimum, (a)
email/messaging address, (b.) service provider name, and (c) account opening/closing
dates. In the alternative, you may provide a list containing this information.
15. All calendars, planners, daytimers, or similar items used by Gary S. Bland.
16. . All telephone or address lists, contact managers, rolodexes, or similar items used by Gary
S. Bland.
UNITED STATE
SECUlITlES A:'I'D EXGIA:'I'GE CO:\l:\IISSI0:,\
In replying
DENVER REGia AL OFFICE
please quote
180 I CALIFOR IA STREET
SITE 1500 D-03035
DENVER, COLORADO 80202-2656
VIA FEDEX
Gary S. Bland
c/o ew Mexico State Investment Office
41 Plaza La Prensa
Santa Fe, 87507
Re: III the Matter ofNe,v Mexico Public III vestmellt FUllds (D-03035) ~
Sincerely,
Iff£-
Jeffrey R. homas
Staff Attorney - Enforcement
Enclosures: Subpoena
Background Questionnaire
SEC Fonn 1662
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Whoever, in any matter within the jurisdiction of any department or agency of the United States knowingly and
willfully falsifies, conceals or covers up by any trick, scheme, or device a material fact, or makes any false,
fictitious or fraudulent statements or representations, or makes or uses any false writing or document knowing
the same to contain any false, fictitious or fraudulent statement or entry, shall be fined under this title or
imprisoned not more than five years, or both.
Testimony
1. Record. Your testimony will be transcribed by a reporter. If you desire to go off the record, please indicate this to the
Commission employee taking your testimony, who will determine whether to grant your request. The reporter will not go off
the record at your, or your counsel's, direction.
2. Counsel. You have the right to be accompanied, represented and advised by counsel of your choice. Your counsel may
advise you before, during and after your testimony; question you briefly at the conclusion of your testimony to clarify any of
the answers you give during testimony; and make summary notes during your testimony solely for your use. If you are
accompanied by counsel, you may consult privately.
If you are not accompanied by counsel, please advise the Commission employee taking your testimony whenever during your
testimony you desire to be accompanied, represented and advised by counsel. Your testimony will be adjourned to afford
you the opportunity to arrange to do so.
You may be represented by counsel who also represents other persons involved in the Commission's investigation. This
multiple representation, however, presents a potential conflict of interest if one client's interests are or may be adverse to
another's. If you are represented by counsel who also represents other persons involved in the investigation, the Commission
will assume that you and counsel have discussed and resolved all issues concerning possible conflicts of interest. The choice
of counsel, and the responsibility for that choice, is yours.
3. Transcript Availability. Rule 6 of the Commission's Rules Relating to Investigations, 17 CFR 203.6, states:
----:--------'
A person who has submitted documentary evidence or testimony in a formal investigative proceeding shall be
entitled, LWOD written re~st, to procure a copy of his documentary evidence or a transcript of his testimony on
payment of the appropriate fees: Provided, however, That in a nonpublic formal investigative proceeding the
Commission may for good cause deny such request. In any event, any witness, upon proper identification, shall have V ~
the right to inspect the official transcript of the witness' own testimony.
~f you wish to purchase a copy of the transcript of your testimony, the reporter will provide you with a copy of the appropriate
/ form. Persons requested to supply information voluntarily will be allowed the rights provided by this rule.
4. Perjury. Section 1621 of Title 18 of the United States Code provides as follows:
Whoever ... having taken an oath before a competent tribunal, officer, or person, in any case in which a law of the
United States authorizes an oath to be administered, that he will testify, declare, depose, or certify truly willfully
and contrary to such oath states or subscribes any material matter which he does not believe to be true is guilty
of perjury and shall, except as otherwise expressly provided by law, be fined under this title or imprisoned not more
than five years or both ....
You may refuse, in accordance with the rights guaranteed to you by the Fifth Amendment to the Constitution of the United
States, to give any information that may tend to incriminate you or subject you to fine, penalty or forfeiture.
V If your testimony is not pursuant to subpoena, your appearance to testify is voluntary, you need not answer any question, and
/you may leave whenever you wish. Your cooperation is, however, appreciated.
-L 6. Formal Order Availability. If the Commission has issued a formal order of investigation, it will be shown to you during your
/ - testimony, at your request. If you desire a copy of the formal order, please make your request in writing.
Rule 5(c) of the Commission's Rules on Informal and Other Procedures, 17 CFR 202.5(c), states:
Persons who become involved in ... investigations may, on their own initiative, submit a written statement to the
Commission setting forth their interests and position in regard to the subject matter of the investigation. Upon
request, the staff, in its discretion, may advise such persons of the general nature of the investigation, including the
indicated violations as they pertain to them, and the amount of time that may be available for preparing and
submitting a statement prior to the presentation of a staff recommendation to the Commission for the commencement
of an administrative or injunction proceeding. Submissions by interested persons should be forwarded to the
appropriate Division Director, Regional Director, or District Administrator with a copy to the staff members
conducting the investigation and should be clearly referenced to the specific investigation to which they relate. In
the event a recommendation for the commencement of an enforcement proceeding is presented by the staff, any
submissions by interested persons will be forwarded to the Commission in conjunction with the staff memorandum.
The staff of the Commission routinely seeks to introduce submissions made pursuant to Rule 5(c) as evidence in Commission
enforcement proceedings, when the staff deems appropriate.
Rule 5(f) of the Commission's Rules on Informal and Other Procedures, 17 CFR 202.5(f), states:
In the course of the Commission's investigations, civil lawsuits, and administrative proceedings, the staff, with
appropriate authorization, may discuss with persons involved the disposition of such matters by consent, by
settlement, or in some other manner. It is the policy of the Commission, however, that the disposition of any such
matter may not, expressly or impliedly, extend to any criminal charges that have been, or may be, brought against
any such person or any recommendation with respect thereto. Accordingly, any person involved in an enforcement
matter before the Commission who consents, or agrees to consent, to any judgment or order does so solely for the
purpose of resolving the claims against him in that investigative, civil, or administrative matter and notforthe purpose
of resolving any criminal charges that have been, or might be, brought against him. This policy reflects the fact that
neither the Commission nor its staff has tile authority or responsibility for instituting, conducting, settling, or otherwise
disposing of criminal proceedings. That authority and responsibility are vested in the Attorney General and
representatives of the Department of Justice.
The Freedom of Information Act, 5 U.S.C. 552 (the "FOIA"), generally provides for disclosure of information to the public. Rule
83 of the Commission's Rules on Information and Requests, 17 CFR 200.83, provides a procedure by which a person can make
a written request that information submitted to the Commission not be disclosed under the FOIA. That rule states that no
determination as to the validity of such a request will be made until a request for disclosure of the information under the FOIA
is received. Accordingly, no response to a request that information not be disclosed under the FOIA is necessary or will be
given until a request for disclosure under the FOIA is received. If you desire an acknowledgment of receipt of your written request
that information not be disclosed under the FOIA, please provide a duplicate request, together with a stamped, self-addressed
envelope.
Persons Requested to Supply Information Voluntarily. One or more of the following provisions authorizes the Commission to
solicit the information requested: Sections 19 and/or 20 of the SeCUrities Act of 1933; Section 21 of the Securities Exchange
Act of 1934; Section 321 of the Trust Indenture Act of 1939; Section 42 of the Investment Company Act of 1940; Section 209
of the Investment Advisers Act of 1940; and 17 CFR 202.5. Disclosure of the requested information to the Commission is
voluntary on your part.
Persons Directed to Supply Information Pursuant to Subpoena. If you fail to comply with the subpoena, the Commission may
seek a court order requiring you to do so. If such an order is obtained and you thereafter fail to supply the information, you
may be subject to civil and/or criminal sanctions for contempt of court. In addition, if the subpoena was issued pursuant to
the Securities Exchange Act of 1934, the Investment Company Act of 1940, and/or the Investment Advisers Act of 1940, and
if you, without just cause, fail or refuse to attend and testify, or to answer any lawful inquiry, or to produce books, papers,
correspondence, memoranda, and other records in compliance with the subpoena, you may be found guilty of a misdemeanor
and fined not more than $1 ,000 or imprisoned for a term of not more than one year, or both.
Persons Requested to Supply Information Voluntarily. There are no direct sanctions and thus no direct effects for failing to provide
all or any part of the requested information.
The Commission's principal purpose in soliciting the information is to gather facts in order to determine whetller any person
has violated, is violating, or is about to violate any provision of the federal securities laws or rules for which the Commission
has enforcement authority, such as rules of securities exchanges and the rules of the Municipal Securities Rulemaking Board.
Facts developed may, however, constitute violations of other laws or rules. Information provided may be used in Commission
and other agency enforcement proceedings. Unless the Commission or its staff explicitly agrees to the contrary in writing, you
should not assume that the Commission or its staff acquiesces in, accedes to, or concurs or agrees with, any position,
condition, request, reservation of right, understanding, or any other statement that purports, or may be deemed, to be or to
reflect a limitation upon the Commission's receipt, use, disposition, transfer, or retention, in accordance with applicable law,
of information provided.
The Commission often makes its files available to other governmental agencies, particularly United States Attorneys and state
prosecutors. There is a likelihood that information supplied by you will be made available to such agencies where appropriate.
Whether or not the Commission makes its files available to other governmental agencies is, in general, a confidential matter
between the Commission and such other governmental agencies.
Set forth below is a list of the routine uses which may be made of the information furnished.
1. To coordinate law enforcement activities between the SEC and otherfederal, state, local or foreign law enforcement agencies,
securities self-regulatory organizations, and foreign securities authorities.
2. By SEC personnel for purposes of investigating possible violations of, or to conduct investigations authorized by, the federal
securities laws.
3. Where there is an indication of a violation or potential violation of law, whether civil, criminal or regulatory in nature, and
whether arising by general statute or particular program statute, or by regulation, rule or order issued pursuant thereto, the
relevant records in the system of records may be referred to the appropriate agency, whether federal, state, or local, a foreign
governmental authority orforeign securities authority, or a securities self-regulatory organization charged with the responsibility
of investigating or prosecuting such violation or charged with enforcing or implementing the statute or rule, regulation or order
issued pursuant thereto.
4. In any proceeding where the federal securities laws are in issue or in which the Commission, or past or present members
of its staff, is a party or otherwise involved in an official capacity.
5. To a federal, state, local or foreign governmental awthority or foreign securities authority maintaining civil, criminal or other
relevant enforcement information or other pertinent information, such as current licenses, if necessary to obtain information
relevant to an agency decision concerning the hiring or retention of an employee, the issuance of a security clearance, the
letting of a contract, or the issuance of a license, grant or other benefit.
6. To a federal, state, local or foreign governmental authority or foreign securities authority, in response to its request, in
connection with the hiring or retention of an employee, the issuance of a security clearance, the reporting of an investigation
of an employee, the letting of a contract, or the issuance of a license, grant or other benefit by the requesting agency, to the
extent that the information is relevant and necessary to the requesting agency's decision on the matter.
7. In connection with proceedings by the Commission pursuant to Rule 102(e) of its Rules of Practice, 17 CFR 201.1 02(e).
3
8. When considered appropriate, records in this system may be disclosed to a bar association, the American Institute of
Certified Public Accountants, a state accountancy board or other federal, state, local or foreign licensing or oversight authority,
foreign securities authority, or professional association or self-regulatory authority performing similar functions, for possible
disciplinary or other action.
9. In connection with investigations or disciplinary proceedings by a state securities regulatory authority, a foreign securities
authority, or by a self-regulatory organization involving one or more of its members.
10. As a data source for management information for production of summary descriptive statistics and analytical studies in
support of the function for which the records are collected and maintained or for related personnel management functions or
manpower studies, and to respond to general requests for statistical information (without personal identification of individuals)
under the Freedom of Information Act or to locate specific individuals for personnel research or other personnel management
functions.
11. In connection with their regulatory and enforcement responsibilities mandated by the federal securities laws (as defined
in Section 3 (a)(47) of the Securities Exchange Act of 1934,15 U.S.C. 78c(a)(47)), or state orforeign laws regulating securities
or other related mat1ers, records may be disclosed to national securities associations that are registered with the Commission,
the Municipal Securities Rulemaking Board, the Securities Investor Protection Corporation, the federal banking authorities,
including but not limited to, the Board of Governors of the Federal Reserve System, the Comptroller of the Currency, and the
Federal Deposit Insurance Corporation, state securities regulatory or law enforcement agencies or organizations, or regulatory
law enforcement agencies of a foreign government, or foreign securities authority.
12. To any trustee, receiver, master, special counsel, or other individual or entity that is appointed by a court of competent
jurisdiction or as a result of an agreement between the parties in connection with litigation or administrative proceedings
involving allegations of violations of the federal securities laws (as defined in Section 3(a) (47) of the Securities Exchange Act
of 1934,15 U.S.C. 78c(a)(47)) orthe Commission's Rules of Practice, 17 CFR 202.1 00 - 900, or otherwise, where such trustee,
receiver, master, special counselor other individual or entity is specifically designated to perform particular functions with
respect to, or as a result of, the pending action or proceeding or in connection with the administration and enforcement by
the Commission of the federal securities laws or the Commission's Rules of Practice.
13. To any persons during the course of any inquiry or investigation conducted by the Commission's staff, or in connection
with civil litigation, if the staff has reason to believe that the person to whom the record is disclosed may have further information
about the mat1ers related therein, and those matters appeared to be relevant at the time to the subject matter of the inquiry.
14. To any person with whom the Commission contracts to reproduce, by typing, photocopy or other means, any record within
this system for use by the Commission and its staff in connection with their official duties or to any person who is utilized by
the Commission to perform clerical or stenographic functions relating to the official business of the Commission.
15. Inclusion in reports published by the Commission pursuant to authority granted in the federal securities laws (as defined
in Section 3(a)(47) of the Securities Exchange Act of 1934,15 U.S.C. 78c(a)(47)).
16. To members of advisory committees that are created by the Commission or by the Congress to render advice and
recommendations to the Commission or to the Congress, to be used solely in connection with their official designated
functions.
17. To any person who is or has agreed to be subject to the Commission's Rules of Conduct, 17 CFR 200.735-1 to 735-18,
and who assists in the investigation by the Commission of possible violations of federal securities laws (as defined in Section
3(a)(47) of the Securities Exchange Act of 1934,15 U.S.C. 78c(a)(47)), in the preparation or conduct of enforcement actions
brought by the Commission for such violations, or otherwise in connection with the Commission's enforcement or regulatory
functions under the federal securities laws.
18. Disclosure may be made to a Congressional office from the record of an individual in response to an inquiry from the
Congressional office made at the request of that individual.
19. To respond to inquiries from Members of Congress, the press and the public which relate to specific matters that the
Commission has investigated and to matters under the Commission's jurisdiction.
20. To prepare and publish information relating to violations of the federal securities laws as provided in 15 U.S.C. 78c(a)(47)),
as amended.
4
23. To any governmental agency, governmental or private collection agent, consumer reporting agency or commercial
reporting agency, governmental or private employer of a debtor, or any other person, for collection, including collection
by administrative offset, federal salary offset, tax refund offset, or administrative wage garnishment, of amounts owed as
a result of Commission civil or administrative proceedings.
Small Business Owners: The SEC always welcomes comments on how it can better assist small businesses. If you have
comments about the SEC's enforcement of the securities laws, please contact the Office of Chief Counsel in the SEC's Division
of Enforcement at 202-942-4530 or the SEC's Small Business Ombudsman at 202-942-2950. If you would prefer to comment
to someone outside of the SEC, you can contact the Small Business Regulatory Enforcement Ombudsman at http://
www.sba.gov/ombudsmanortollfreeat888-REG-FAIR. The Ombudsman's office receives comments from small businesses
and annually evaluates federal agency enforcement activities for their responsiveness to the special needs of small business.
5
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION In replying
DENVER REGIONAL OFFICE please quote
1801 CALIFORNIA STREET
D-03035
SUITE 1500
DENVER, COLORADO 80202-2656
November 25,2009
Keith Miller
Partner
Paul, Hastings, Janofsky & Walker LLP
75 East 55th Street
New York; NY 10022
Dear Keith:
As we discussed, the Commission staff requests that each person serving as a member of
the State fuvestment Council ("SIC") since January 1,2003 (each "Council member") produce
the following documents for the period January 1,2003 to the present:
1. All documents containing notes made by the Council member regarding actual or
potential investments by the SIC.
3. All documents relating to Marc Correra, Anthony Correra, Cabrera Capital, Ajax
Investments, Crosscore Management, L2 Capital, SDN Advisors, or Sandia Asset
Management.
4. Documents sufficient to identify (or, in the alternative, a list of) the Council member's
involvement; positions, responsibilities, if any, whether official or unofficial, in
connection with any campaign, political action committee, foundation, or organization
supporting or associated with Bill Richardson, including without limitation:
a. Moving America Forward Foundation,
b. 'Moving America Forward political action committee,
c. New Mexicans for Bill Richardson,
d. Richardson for Governor,
e. Si Se Puede,
f. Bill Richardson for President Exploratory Committee Inc., or
g. Richardson for President Inc.
5. Documents sufficient to identify (or, in the alternative, a list of) any monetary donations
by the Council member, members of the Council member's immediate family, or entities
that the Council member controlled to any campaign, political action committee,
foundation, or organization supporting or associated with Bill Richardson, including
without limitation, those listed in item 4.
The staff requests that each Council member produce these documents by Wednesday,
December 9, 2009. The staff also requests that each Council member include with hislher
production a completed Certification as to Completeness of Document Production in the attached
form. Finally, the staff requests that each Council member take all actions necessary to preserve
all documents related to the matters described in this voluntary request and refrain from deleting
or destroying any such documents, even if the Council member might otherwise take such
actions in the ordinary course of business.
Please note that any information provided is subject to the Commission's routine uses. A
list ofthose uses is contained in the enclosed copy of SEC Form 1662, which also contains other
important information. This inquiry is non-public and should not be construed as an indication
by the Commission or its staff that any violation of law has occurred or as a reflection upon any
person, entity, or security.
~1{L
Jeffrey R. Thomas
2
CERTIFICATION AS TO COMPLETENESS
OF DOCUMENT PRODUCTION
1. I have made a diligent search of all files in my possession, custody, or control that
are reasonably likely to contain documents responsive to the Commission's document request
dated _ _, including but not limited to general file areas, off-site document files, e-mail and
archive files, and all other original and back-up electronic and computer files and systems.
custody, or control have been produced to the Commission or identified in a privilege log
submitted to the Commission. I have a good faith basis to believe that a bona fide privilege,
recognized under applicable law, applies to each responsive document identified on a privilege
I declare under penalty of perjury that the foregoing is true and correct.
Executed on _
3
us. Department ofJustice
United States Attorney
District ofNew Mexico
May 12,2010
Custodian of Records
New Mexico State Investment Council
41 Plaza La Prensa
Santa Fe, New Mexico 87507
You have been served with a subpoena duces tecum issued by a federal grand jury in
connection with a criminal investigation being conducted in this district. That subpoena directs
you to produce documents before the grand jury in Albuquerque, New Mexico. Please call the
grand jury coordinator, Lupe Reyes-Maes, at (505) 346-7274 to confirm this date and time
of June 8, 2010, at 8:30 a.m.
As a convenience to you, you may, if you wish, deliver the requested documents to
Special Agent Leroy Chavez, Federal Bureau ofInvestigation, 4200 Luecking Park Avenue NE,
Albuquerque, New Mexico 87107, (505) 889-1531, in lieu of personally appearing before the
grand jury. Should you choose this option, please prepare the documents in some type of sealed
package and mark on the package, in bright red letters if possible, "GRAND JURY
MATERIALS, DO NOT OPEN," and turn them over to the agent who requested them in a
sealed condition.
If you have any questions, please feel free to contact Special Agent Leroy Chavez at 889-
1531.
Sincerely,
KENNETHlGONZALES
United States Attorney
~~ PAULA G. BURNETT
Assistant United States Attorney
muitett ~tates 1lBistrict <!Court
_ _ _ _ _ _ _-=-F..;;;,O,:.:R;,..;:T;.:.H:::E:...- DISTRICT OF ...=.N~E~W~M~E~X~I.:::::.CO~ _
TO:
SUBPOENA TO TESTIFY
Custodian of Records BEFORE GRAND JURY
New Mexico State Investment Council
41 Plaza La Prensa
Santa Fe, New Mexico 87507 SUBPOENA FOR:
D PERSON ~ DOCUMENTS OR OBJECT(S)
YOU ARE HEREBY COMMANDED to appear and testify before the Grand Jury of the United States
District Court at the place, date, and time specified below.
PLACE ROOM
PETE V. DOMENICI GRAND JURy ROOM
United States Courthouse
DATE AND TIME
333 LomasNW June 8, 2010 - 8:30 a.m.
Albuquerque, New Mexico
YOU ARE ALSO COMMANDED to bring with the following document(s) or object(s):*
See Attachment
This subpoena shall remain in effect until you are granted leava to depart by the court or by an officer acting
on behalf of the court. .oes.:jj~o:::.o.
.''J!P'ft1ftj;oooo::ooo:::o:::o::::f.$
DATE
May 12,2010
May 12,2010
Custodian of Records
New Mexico State Investment Council
41 Plaza La Prensa
Santa Fe ew Mexico 87507
You have been served with a subpoena duces tecum issued by a federal grand jury in
connection with a criminal investigation being conducted in this district. That subpoena directs
you to produce documents before the grand jury in Albuquerque, New Mexico. Please call the
grand jury coordinator, Lupe Reye -Maes, at (505) 346-7274 to confirm this date and time
of June 8, 2010, at 8:30 a.m.
As a convenience to you, you may, if you wish, deliver the requested documents to
pecial Agent Leroy Chavez, Federal Bureau ofInvestigation, 4200 Luecking Park Avenue E,
Albuquerque, ew Mexico 87107, (505) 889-1531, in lieu of personally appearing before the
grand jury. Should you choose this option, please prepare the documents in some type of sealed
package and mark on the package, in bright red letters if possible, "GRAND JURY
MATERIALS, DO NOT OPEN," and turn them over to the agent who requested them in a
sealed condition.
If you have any questions, please feel free to contact Special Agent Leroy Chavez at 889-
1531.
Sincerely,
KENNETHJ.GONZALES
~~ PAULA G. BURNETT
Assistant United States Attorney
Wniteb ~tates Ilistritt «ourt
_ _ _ _ _ _ _---::F....;;O;.=.R::....T:....:HE=- DISTRICT OF ~=:.EW~ME~Xl~C~O:.....----
TO:
SUBPOENA TO TESTIFY
Custodian of Records BEFORE GRAND JURy
ew Mexico State Investment Council
41 Plaza La Prensa
SUBPOENA FOR:
Santa Fe, New Mexico 87507
:J PERSON ~ DOCUMENTS OR OBJECT(S)
YOU ARE HEREBY COMMANDED to appear and testify before the Grand Jury of the United States
District Court at the place, date, and time specified below.
PLACE ROOM
PETE V. DOMENICI GRAND JURy ROOM
United States Courthouse DATE AND TIME
333 Lomas [W June 8, 2010 - 8:30 a.m.
Albuquerque, ew Mexico
YOU ARE ALSO COMMANDED to bring with the following document(s) or object(s):*
See Attachment
This subpoena shall remain in effect until you are granted leave to depart by the court or by an officer acting
on behalf of the court. \.es.......
~~ . .".>.."'.:..
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CLERK DATE
May 12 2010
1) Contracts, or other agreements, between the ew Mexico State Investment Council (SIC) and
any finns, individuals, or entities investing funds or providing investment advice to or on behalf
of the SIC.
2) Any documents listing the placement agents, brokers, or third party marketers associated with
#1 above.
4) Correspondence, via e-mail or otherwise, between the SIC and Aldus Equity.
6) Any documents or records generated by Aldus Equity which were 'provided to the SIC.
9) A list offmns selected by SIC staff to be interviewed by the SIC investment committee
associated with #7 above.
13) A list of companies in which Aldus proposed that the SIC invest.
EXHIBIT E
EXHIBIT F
NEW MEXICO STATE INVESTMENT COUNCIL
SUBCOMMITTEE
The State Investment Council (SIC) created a “Subcommittee” at its August 2009
meeting charging it with a number of tasks. The Subcommittee has been active and
believes it appropriate to report from time to time to the full SIC on its workings and
recommendations.
The SIC is a non-cabinet level agency charged with managing the state’s permanent trust
funds. The SIC is chaired by Governor Bill Richardson and composed of nine members,
including four public members appointed by the Governor for up to five year terms. This
section of the letter summarizes activities of the current Subcommittee since formation.
Formation
• In June 2009, Peter Frank, a SIC public member, suggested forming an SIC
Subcommittee to deal with matters of governance, audits, the SIC agenda, and
performance reporting methodology with the intention of making reports more
transparent and user-friendly.
• Formation of the Subcommittee was approved at the SIC meeting of August 25,
2009 and the acting Chair asked SIC public members Stephen Feinberg, Andrew
Davis, and Peter Frank, and State Land Commissioner, Patrick Lyons to constitute
the Subcommittee.
• The Subcommittee held its first meeting on September 9, 2009 and has met
frequently thereafter to discuss governance issues; to consider SIC agendas; to
meet with various SIO (“SIO” means the office, staff and Officer) personnel to
increase understanding of day-to-day office procedures, portfolio management,
and performance reporting; and to act as the SIC “Audit Committee”.
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• The State Investment Officer (SIO) immediately suspended Aldus Equity. Shortly
thereafter Attorney General Cuomo indicted Saul Meyer, head of Aldus Equity. A
press release announced his guilty plea in New York and included this statement:
“From in or about 2004 through in or about February 2009, Aldus also acted as
an advisor to the New Mexico State Investment Council and the New Mexico
Educational Retirement Board in the State of New Mexico. In that capacity, I
[Saul Meyer] had a fiduciary duty to act exclusively in the best interests of the
State of New Mexico. On numerous occasions, however, contrary to my
fiduciary duty, I ensured that Aldus recommended certain proposed investments
that were pushed on me by politically-connected individuals in New Mexico. I
did this knowing that these politically-connected individuals or their associates
stood to benefit financially or politically from the investments and that the
investments were not necessarily in the best economic interest of New Mexico.”
(see Oct 6, 2009: http://newmexicoindependent.com/38584/governors-office-richardson-
never-had-contact-with-saul-meyer)
• The State Investment Office had employed the law firm of Paul, Hastings,
Janofsky & Walker to assist in responding to subpoenas from Federal agencies.
Their role was expanded to include an internal investigation into the various “pay-
to-play” issues; for legal and conflict reasons, oversight of that expanded
investigation was undertaken by the Subcommittee.
• The Subcommittee began in October to provide direction to Paul, Hastings
concerning scope, actions, reports and findings from their ongoing investigation.
This role included discussions of their findings with respect to individuals in the
SIO who had responsibility for investment decision-making. The Paul, Hastings
law firm also interviewed senior SIO employees, including Gary Bland (who
resigned October 21, 2009), and reported findings to the Subcommittee. The
Subcommittee met frequently with Paul, Hastings to discuss how to move forward
on various issues the attorneys had discovered. The Subcommittee continues to
meet frequent with Paul, Hastings as the Firm concludes its investigation.
o The Subcommittee is aware of the Legislature’s concerns that this process
has been costly, albeit necessary as the SIO is responsible for oversight of
more than $13 billion in state assets;
o The Subcommittee has tried to balance the need for sufficient information,
so all constituencies are assured the necessary due diligence and
information-gathering have been conducted in order to move forward,
with a sensitivity to keeping legal costs as low as possible;
o The Subcommittee, while not involved in the employment of Paul,
Hastings or its initial work successfully and recently negotiated future fees
of the Paul, Hastings firm to an acceptable level; their services soon will
conclude with a brief report of their processes and their suggestions for
potential avenues of financial recovery.
Other activities
• The Subcommittee met with the SIO’s independent auditors to discuss scope of
and findings from the 2009 audit (FY09 ended in June 09). The Subcommittee
will act as an “audit committee”, continuing to deal with the independent auditors.
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• The Subcommittee worked to assist Bob Jacksha when he was appointed interim
State Investment Officer after Gary Bland resigned.
• Three public SIC members, with Katherine Miller, Secretary-Department of
Finance & Administration, serve on a search committee appointed by the
Governor to identify a permanent State Investment Officer. Mr. Douglas Brown,
Dean, University of New Mexico, Anderson School of Management, chairs this
committee. The committee has met numerous times to plan the search, to issue an
ITB and review resulting proposals from prospective search firms, narrowing
candidates to two finalists. In March, the search committee will meet in
Albuquerque to interview two search firm finalists.
• As outlined in this report, the SIC Subcommittee has been active in many areas of
oversight of the State Investment Office during this critical period.
The SIC delegated to the Subcommittee the establishment, in consultation with the SIO,
of agenda for meetings of the SIC. In order to set direction, the Subcommittee on behalf
of the SIC lays out below a set of priorities for the Office and the SIC. Members of the
SIC should add to or emend these priorities. The Subcommittee has spoken on various
occasions with Bob Jacksha about many of these priorities; he has been helpful in
evolving the thinking. These recommendations are not intended as a critique of the
Council or current management, but as a vehicle to get into place a set of goals and
priorities for the SIC as it evolves to a more active role.
Investment returns
• We believe that the utmost priority for the SIC is to invest the monies entrusted to
it in a way that works to assure performance objectives are met. Long term
performance is below benchmarks in many cases and, importantly, below peer
group comparatives; the SIC needs to undertake actions that are devised to
improve these outcomes and bring performance to at least a respectable
comparison to peer groups. We understand that under Bob Jacksha a number of
important steps have commenced at his initiative, and our urging, and we expect
to receive updates on this program at the next SIC meeting. As an example of one
approach (which already may be underway) managers should be ranked in terms
of size and performance (long term as well as the last 1 to 3 years). An additional
factor to include in the screens should be whether the initial investment involved a
third party marketer (e.g. one that has been on the list of questionable entities,
such as Aldus or Correra). Working from top to bottom, the sizable positions
with the lowest performance should be reevaluated for potential replacement.
This program should proceed in an orderly fashion through all managers, using to
the extent possible outside advisors contracted to the SIO. We would expect that
both internally and externally managed assets be incorporated in this reevaluation
and that changes and consolidation of managers and positions will result;
Portfolio Goals
3 of 6
• We believe the most important subject that the SIC should discuss and debate
soon are the goals for the portfolio. Agreement on goals will have a large impact
in guiding the Search Committee in its selection of the type of permanent State
Investment Officer to be hired. Given the pecuniary constraints (budget and
otherwise) that the SIC and SIO face, agreement on Goals becomes even more
paramount. For example, the SIO and SIC should consider whether the existing
approach of managing investments is the most appropriate approach for the State
in terms of both performance and cost. Currently, the SIO actively manages the
portfolio by, for example, direct selections of large cap securities, running its own
index funds and by selecting a plethora of managers for a variety of classifications
and styles. An alternative model used by the ERB essentially outsources the
investment decisions to one or a few select broad-based managers;
Leadership
• As important is the creation of a stable Office under full-time permanent
leadership. A permanent State Investment Officer needs to be employed in order
to undertake all the priorities we outline;
Investigations
• An important priority, not entirely within the control of the SIC, is to complete as
quickly as possible the on-going governmental investigations prompted by the
alleged “pay-to-play” issues surrounding the office. In addition, major related
litigation involving the State and the SIC needs to be handled expeditiously and in
a way that least interrupts the on-going business of the SIO;
4 of 6
to the SIC with the job modeled after those that exist in large investment
organizations such that, for example, all internal portfolio managers (as
well as any other “access” personnel) pre-clear personal and family
trading activity. In addition, internal managers should report any/all
trading account statements. Moreover, this program should outline
acceptable trading practices and eliminate any profit motive for short term
trading gains in personal accounts. Policies should cover not just internal
manager but also any direct relatives, as defined;
o creation of an Internal Audit function that is continuous and independent,
reporting directly to an Audit Committee of the SIC;
o development of transparency and disclosure policies that are appropriate,
effective and carefully tuned to the needs but that do not eliminate the
opportunity for managers and suppliers to work for the SIO; and
o creation of a “Commissions Committee” to evaluate, on an on-going basis,
all such payments made by the SIO (public and private equity, hedge
funds, etc.). Comparisons of rates/arrangements to other “similar type”
institutions should be made annually by external consultants (e.g. Lipper);
Allocation Study
• An Allocation Study has been proposed by Bob Jacksha but currently is on hold
given numerous uncertainties in the structure and staffing of the SIO and SIC. As
allocation is a most critical element of a portfolio management strategy, we
believe that this work should not be deferred much longer;
Performance Reporting
• Performance reporting both by the SIO and by NEPC needs to be revamped so as
to be more hierarchical, less obscure, more analytic and more user-friendly. The
consultant (NEPC, currently) should spend less content covering the markets in
general as, presumably, SIC members are all or will be “qualified”. More time
should be focused on the portfolio and its makeup: performance attributes and
quantitative breakdowns (overweighted here, underweighted there, etc.). We are
pleased that Bob Jacksha currently has efforts underway on this priority. In
addition, the SIC should create a “Performance Review Committee” that would
include the State Investment Officer (not as Chair). Detailed results should be
reported to the SIC quarterly (or potentially semi-annually). “Get-to-know-the-
manager” informational sessions on the SIC agenda should be a regular
occurrence, starting with internal managers;
Investment Consultants
• A process, involving the SIC in an appropriate fashion, needs to be in place soon
to rebid the consulting contract that has been extended with NEPC. The new
consultant to be selected (whether NEPC or another) will need to become more
useful to both the SIO and the SIC in the investment process;
5 of 6
Committee should be a member of the PEIAC to monitor terms, relationships and
ask questions. We believe that special care should be taken with the “local”
program. While its intentions are noble, careful oversight and monitoring is
critical to assure that political bias risk is eliminated. Successful investing is
difficult enough when total return is the sole goal; add in a secondary goal
(economic development) and it is exponentially more difficult to manage and to
assess;
Film Program
• We are pleased that the Film program consulting contract ITB recently has been
issued. The newly selected consultant, in addition to the tasks assigned, needs to
work with the SIO to devise a standard report template that is succinct, structured,
abbreviated and hierarchical and work to write the report in language
understandable to all members of the SIC. In addition, the consultant should be
asked to suggest structural changes to the program to make it more cost effective
for the State while not appreciably reducing its competitive nature. While much
of the structure results from legislative mandate, the loss to the SIC/State from the
absence of economic returns under the program is substantial;
Governmental Efficiency
• The SIC manages the investment of State Endowment funds and, as well, offers
its services to New Mexico Governmental Agency clients for which it also
provides investment management. This typically should be an efficient approach
as it allows for scale economies as well as improves the State’s negotiating power
(in the world of State Funds, our $14 billion is small), allows for the accumulation
of highly specialized people and systems, etc.. While understandably a political
“hot potato”, nonetheless we recommend that consideration again be given to
consolidating the investment management functions of several State funds, such
as the SIC, ERB and PERA.
The Subcommittee presents the above priorities, which may not be comprehensive, in the
spirit of directing the SIC as it considers how it should undertake its increased oversight
role of the SIO. We encourage debate and look for guidance from the full SIC with
respect to these matters.
6 of 6
EXHIBIT G
State of New Mexico
STATE INVESTMENT COUNCIL
BILL RICHARDSON STEVEN K. MOISE
GOVERNOR STATE INVESTMENT OFFICER
Status of implementation of Ennis Knupp Recommendations
Updated 9/16/10
As Listed in Ennis Knupp Report
Recommendations Requirement Priority Completed Comment
Balance the number of Governor appointees with legislative appointees or
1 other ex‐officio members who are not part of the executive branch (see Statutory Change * SB18
page 7)
SIC Discussion and
Reevaluate public member quorum requirement in light of Council
2 Possible Statutory SB18
composition. (see page 7)
Change
Policy Development and
SB18 allowed for removal for failure to attend three
3 Allow for the removal of members when attendance is below 80%. (see page 7) Possible Statutory
consecutive meetings and this should be adequate
Change
Limit participation and voting at Council meetings by teleconference to no more than Not addressed in SB18. Needs policy‐perhaps twice
4 Policy Development
once every 12 months. (see page 7) every 12 months?
SIC Discussion and
Evaluate whether an ex-officio member should be allowed to designate a specific
5 Possible Policy SIO to recommend that no designees be permitted.
person to attend, participate, and vote at meetings. (see page 7)
Development
Statutory Change and SB18 partially addressed ‐ Governor still Chair of SIC, but
6 Allow the SIC to elect its own Chair and Vice-Chair. (see page 7)
Policy Development * Vice Chair is selected by council.
Modify the composition of the Council to prohibit any NMSIO staff from serving as
7
Council members. ((see ppage
g 7))
Statutory Change * SB18
Require formal orientation and more structured on-going education, including annual
8
fiduciary training. (see page 9)
Policy Development * Being addressed‐for staff and Council
9 Provide specialized training for committee members. (see page 9) Policy Development Being addressed
While SB 18 states that the state investment officer and
Include a definition of fiduciary and explicitly state the fiduciary status of anyone with the council are trustees and fiduciaries, there doesn't
Statutory Change and
10 discretionary authority and control over fund assets, including the SIC, the SIO, and appear to be language similar to the EK
Policy Enhancement
specified staff, in statutes and the investment policy. (see page 11) recommendation. Would also like to see staff training
* here.
Examine the intent of the Prudent Investor Act and its application to NMSIO and
11 determine whether protections provided under the Tort Claims Act or other laws SIC Discussion Currently working on with RMD & Aon
providing immunity or indemnification are appropriate. (see page 12)
*
Raise the Constitutional standard of care from ordinary care to that of a prudent
12 Constitutional Change
investor to be consistent with statutes. (see page 12)
Expand existing annual disclosure requirements to all SIC members and high level
Governmental Conduct Act includes disclosure
13 staff, and ensure that the disclosure statements are being reviewed by the SIC. (see Policy Enhancement
requirements. Need Code of Conduct.
page 14)
Prohibit all gifts from prospective and current vendors in the Transparency and
15 Policy Enhancement Add to Code of Conduct
Disclosure Policy. (see page 15)
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As Listed in Ennis Knupp Report
Recommendations Requirement Priority Completed Comment
Code of Ethics & implemented. Working on Trade
Compliance Policy recommending the Office adopt the
Adopt a comprehensive code of ethics that includes conflicts of interest and insider
18
trading provisions. (see page 15)
Policy Development * but CFA Code of Ethics for all employees and the CFA
Standards of Professional Conduct for the investment
professionals
SIC Discussion and
19 Clarify the SIC’s authority over private equity investments. (see page 17)
Documentation
Clearly establish SIC’s authority to bind NMSIO in major contracts, and its SIC Discussion and
20
delegation to the SIO to be the signatory. (see page 17) Documentation
Need to add SIO authority to further delegate. SB18
21 Develop and adopt a Council charter. (see page 18) Policy Development * controls
Discuss what value an accountability matrix may have in clarifying and documenting
22 SIC Discussion
roles and responsibilities. (see page 18)
23 Develop a central governance manual with relevant policies. (see page 19) Policy Development
Develop and adopt position descriptions for Council members and Council Officers.
24 Policy Development
(see page 19)
25 Discontinue the PEIAC unless its value can be established. (see page 21) SIC Discussion * Under consideration for statutory change.
SB 18 addressed some reporting. Substantial materials
Ensure Council receives sufficient reports to fulfill its duty to provide oversight of SIC and Committee
26
delegated duties. (see page 23) Discussions * are being provided to the Council, and more will be
forthcoming. Governance Committee to recommend.
27 Engage the State Auditor in discussions regarding audit scope. (see page 23) SIC Discussion
Committee charter has been prepared and will go to SIC
28 Develop and adopt a Governance and Audit Subcommittee charter. (see page 23) Policy Development
for approval at July meeting.
SIC Discussion and
29 Refine statutes to clarify the authority of the Council and the SIO. (see page 24) SB18
Statutory Change
A Delegation of Authority and Signature Policy was
Reevaluate the extent of delegations made to the SIO and other investment staff.
30
(see page 24)
SIC Discussion * approved at June SIC meeting. Further authority for staff
needs documentation.
Contract Language General consultant works for SIC & SIO. Others work for
31 Explicitly state in contracts that consultants work for the Council. (see page 25)
Change * SIO.
Include fiduciary status and the prudent investor standard of care in all applicable Contract Language
32
contracts. (see page 26) Change
Reference and provide a copy of the Conflicts of Interest Act and the Transparency Contract Language
33
and Disclosure Policy with all contracts. (see page 26) Change
35 Seek Council autonomy in setting staff size. (see page 27) Statutory Change *
Evaluate staff size in light of internal management and the extensive use of active SIC Discussion and
36 in progress
management. (see page 27/28) Evaluation
SIC Discussion and
37 Allow SIC to appoint the SIO. (see page 28)
Statutory Change * SB18
SIC Discussion and
38 Give the SIO the authority in hiring and firing other staff. (see page 28) Needs further statutory refinement re Govex staff
Statutory Change
Would like to see true internal audit that reports to the
SIC Discussion and Audit Committee, and perhaps a risk management
39 Add an internal audit function. (see page 28)
Evaluation * function that would report to the Investment
Committee.
2 OF 5
As Listed in Ennis Knupp Report
Recommendations Requirement Priority Completed Comment
Develop a formal performance evaluation process for all staff members that is Policy Documentation
40 relevant and specific to the agency, and associated with some form of reward. (see Development and SPO is addressing; training completed.
page 29) Enhancement
Seek budget autonomy but maintain fiduciary standards, transparency, and reporting
41
requirements. (see page 30)
Statutory Change *
Evaluate the benefit of seeking an operating cost comparison with a peer group. SIC Discussion and
42 The peer groups should be carefully defined.
(see page 32) Evaluation
Asset allocation changes have been approved and are
Formally review the overall asset allocation of the Funds annually with the Council or SIC and Committee being implemented. A Council Investment Committee
43
a sub-committee of the Council. (see page 38) Discussions has been formed and will review asset allocation at least
annually.
Complete an asset allocation study every two years with the active involvement of
SIC and Committee
44 the Council, or a subcommittee of the whole, the SIO, NMSIO staff, and the
Discussions * Complete for 2010
consultant. (see page 38)
NEPC provides this info in the quarterly reports
Formally review the Funds’ compliance with the approved asset allocation on a SIC and Committee
45 presented to the SIC. The Investment Committee and
quarterly basis. (see page 38) Discussions
Council will review.
Evaluate the best manner in which to incorporate the nature and characteristics of SIC and Committee
46 Currently analyzing
the spending policy into the long-term asset allocation. (see page 38) Discussions
The Delegation of Authority and Signature Policy and
Re-evaluate the tactical asset allocation authority granted to NMSIO staff, and SIC Discussion and Policy
47 SB18 removes these broad powers and gives them to
update the policy in place to govern such delegation going forward. (see page 39) Change
the SIC.
Formally discuss and approve at the Council level any tactical decisions that will
materially alter the asset allocation policy (i.e., the derivative overlay) prior to their
48 SIC Discussion Continuing obligation
implementation, including how their costs and benefits overtime will be reported.
(see page 39)
Ensure the Council receives on-going education and information related to the risks
49 SIC Discussion In CIC agenda
in the alternatives portfolio. (see page 43)
Ensure thorough education and analysis is presented and discussed with the
51 Council regarding the sub-asset classes included or contemplated for the portfolio. SIC Discussion
(see page 44)
Evaluate and adjust the domestic equity policy (U.S./non-U.S. equity split) to better SIC and Committee
52
reflect world equity market capitalizations. (see page 46) Discussions
Reevaluate the current rebalancing process as set forth in the investment policy SIC Discussion and
53
statement versus actual practice. (see page 46) Evaluation
SIC Discussion and Policy
54 Tighten the allowable ranges for each asset class. (see pages 38, 46, and 47)
Change * Allowable ranges for asset classes have been reset.
Revise the stated investment objectives in the IPS to include earning an appropriate SIC Discussion and Policy
55 IPS being updated
risk adjusted return compared to the policy portfolio. (see page 48) Change
Considering creating a permanent or shared risk
56 Increase the Council’s role in risk budgeting discussions. (see page 49) SIC Discussion
management position.
57‐59 Staff in process of revising in conjunction with
Complete a comprehensive assessment of the IPS to identify where deviation from SIC Discussion and
57
policy currently exists. (see pages 49 - 54) Evaluation * the asset allocation study. Will make recommendations
to Council Investment Committee.
Update and improve the IPS and its sub-policies with the assistance of the This is in process by the staff and will be reviewed by
SIC Discussion and Policy
58 consultant and participation of the Council or a sub-committee thereof. (see pages the Council Investment Committee before going to the
Change
49 - 54) SIC
Assign the responsibility for monitoring compliance with the IPS to an independent
59 auditor or consultant; any violations should be reported immediately to the Council. SIC Discussion
(see pages 49 - 54)
3 OF 5
As Listed in Ennis Knupp Report
Recommendations Requirement Priority Completed Comment
Periodically review the amount of actual expense associated with internal SIC Discussion and
60 Council Investment Committee is analyzing.
management. (see page 55) Reporting
Ensure the Council is provided sufficient and unbiased information to periodically When getting this information from a consultant, we
SIC Discussion and
61 assess the costs and benefits associated with active versus passive management. should use an appropriate peer group as to size, active
Reporting
(see page 57) vs. passive, long vs. long/short strategies, etc.
Complete a manager structure review, across all asset classes, that evaluates the
SIC Discussion and This is in process as part of the implementation of the
62 number and types of managers, as well as any style or market segment biases in
Evaluation new asset allocation selected.
the portfolio. (see page 58)
Reevaluate the need for certain investment managers to also perform investment SIC Discussion,
63 consultant functions and if necessary, clearly delineate roles, responsibilities, Evaluation and Contract
expectations for transparency, and reporting requirements. (see page 59) Change
Reevaluate the current level of delegation from the Council to the SIO and NMSIO
64
staff with respect to the selection and retention of managers. (see page 60)
SIC Discussion *
Incorporate manager selection criteria and process within the investment policy SIC Discussion and Policy
65
statement and supporting documentation. (see pages 60 - 61) Change *
Develop and adopt comparable criteria for selecting and evaluating internal and SIC Discussion and
67
external managers. (see pages 60 - 61) Evaluation *
69 Seek statutory authority to hire and retain the custodian bank. (see page 62) Statutory Change * SB18
Have NMSIO staff and consultants provide educational sessions tailored to the
70 Council to highlight the benefits and risks of alternative asset portfolio construction. SIC Discussion
(see page 63)
Modify the alternatives performance reports to include sub-asset class exposures to SIC Discussion and
71
provide a clear picture of asset weightings. (see page 63) Report Modification
Seek a statutory change allowing for an exemption so that discussions and materials
72 related to private market investments or proprietary investment strategies can be Statutory Change *
kept confidential. (see page 66)
Approve a procedure for creating and changing benchmarks for each sub-asset
74 class and ensure they match the General IPS, any applicable specialty IPS, and SIC Discussion Will be set by the Council Investment Committee
subsequent performance reports. (see pages 66 - 69)
Evaluate the HFRI Funds-of-Funds Index as the benchmark for the absolute return SIC Discussion and
75 Will be reviewed by the Council Investment Committee
portfolio. (see pages 68 - 69) Evaluation
Ensure proper benchmarks are set and actually used for the domestic equities SIC Discussion and
76 On 9/10 CIC & SIC agendas
portfolio. (see page 68 - 69) Evaluation
Re-evaluate the costs and benefits of placing broad fees caps on all external SIC Discussion and
77
investment managers going forward. (see page 70) Evaluation
Revise the placement agent policy with the assistance of a private equity consultant
SIC Discussion and Policy
79 and require an appropriate level of disclosure to the Council for all placement agent
Change * Being addressed
use. (see page 75)
4 OF 5
As Listed in Ennis Knupp Report
Recommendations Requirement Priority Completed Comment
Evaluate whether adding any other elements to the performance reports (as outlined
80
in the table) would be useful to the Council. (see pages 76 - 78)
SIC Discussion * Being addressed
Modify the quarterly performance reports to depict returns net-of-fee and include risk- SIC Discussion and
81
adjusted returns for the total fund and each asset class. (see page 78) Report Modification *
Design a comprehensive compliance program for the Council’s approval. (see pages
82
80 - 81)
SIC Discussion *
5 OF 5
EXHIBIT H
STATE OF NEW MEXICO
INVESTMENT COMMITTEE
CHARTER
INTRODUCTION
The Investment Committee (“IC”) is a standing subcommittee of the State Investment Council (“SIC”). The
IC is charged with reviewing and making recommendations to the SIC on all investment related matters,
other than those under the purview of the Private Equity Investment Advisory Committee (“PEIAC”).
Neither the IC nor the SIC shall be responsible for investment decisions involved in the daily trading
activities of the public equities and fixed income portfolios managed internally by the State Investment Office
staff.
This Charter outlines the roles and responsibilities of the IC and its members.
ROLE
The IC assists the State Investment Council in fulfilling its responsibility in making purchases, sales,
exchanges, investments and reinvestments of the assets of funds under its management in accordance with
the Uniform Prudent Investor Act. All recommendations of the IC are subject to approval by the SIC.
The IC and its members shall be fiduciaries and shall make recommendations in compliance with the
investment policies adopted by the SIC.
MEMBERSHIP
All members of the IC shall be appointed by the SIC. The IC’s membership shall consist of at least five
members, three of which shall be members of the SIC and in no case shall the IC consist of more than five
members of the SIC. Members shall be qualified by competence and experience in the field of investment or
finance.
The SIC shall elect annually a Chair from among the members of the IC and may elect other officers as
necessary.
An IC member shall recuse him or herself if any recommendation, action or decision of the IC will or is likely
to result in direct, measureable economic gain to that person or that person’s employer.
1 of 2
MEETINGS
The IC shall meet as needed, but no less frequently than quarterly, upon the call of the Chair or the State
Investment Officer.
RESPONSIBILITIES
The IC’s principal responsibilities are to ensure that funds managed by the SIC are managed in accordance
with the Uniform Prudent Investor Act for the benefit of the citizens of the State of New Mexico. Specific
responsibilities include:
a. Formulating and recommending investment policies and guidelines regarding asset classes, asset
allocation targets and ranges and prohibited investments.
b. Formulating and recommending return objectives and benchmarks for the fund as a whole and
for individual asset classes.
c. Reviewing and recommending the retention or termination of any investment consultant.
d. Reviewing and recommending the investment, reinvestment, redemption or termination of funds
managed by the SIC, including the retention or termination of any investment manager,
securities lending agent, or transition recapture agent.
e. Evaluating investment performance of funds overseen by the SIC based on a comparison of
actual returns with the SIC’s return objectives, benchmarks and relevant external peer groups.
f. Periodically reviewing the rebalancing activities undertaken by the State Investment Office staff.
g. Annually reviewing the adequacy of this Charter.
h. Attending to such other matters as the SIC may from time to time request.
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STATE OF NEW MEXICO
GOVERNANCE COMMITTEE
CHARTER
INTRODUCTION
The Governance Committee (the “GC”) is a standing committee of the State Investment Council (“SIC”). The
GC is charged with defining governance responsibilities related to the operation of the State Investment Office
(the “SIO”) and the SIC.
This Charter outlines the roles and responsibilities of the GC and its members.
ROLE
The GC is created by the SIC to undertake identified governance activities relating to SIC membership, SIC
committee membership, director independence, SIC member performance, compensation matters, SIC agenda
setting, and developing, recommending and overseeing Governance Guidelines and Code of Business Conduct
and Ethics of the Council. All recommendations of the GC are subject to approval by the SIC.
With the approval of the SIC and subject to all required processes, the GC shall have the right to engage outside
expertise if, and as necessary, including consultants and legal support. The cost shall be borne by the SIO budget.
MEMBERSHIP
All members of the GC shall be approved by the SIC. The GC’s membership shall consist of at least one SIC
member appointed by the Chair or Vice Chair of the SIC, and three members appointed by the SIC who are
qualified by competence and experience in board governance and compensation processes. The GC will be
composed of a majority of Independent Members (see below) and in no case shall the GC consist of more than
five members of the SIC. The State Investment Officer shall attend meetings as a non-voting member, except
where attendance would be inappropriate.
The Chair or Vice Chair of the SIC shall appoint annually a Chair from among the GC members to be approved
by the SIC. The Chair of the GC must be a member of the SIC. A GC member shall recuse him or herself if any
recommendation, action or decision of the GC will or is likely to result in, direct or indirect, measureable
economic gain to that person or that person’s employer or family member. In addition, members are required to
disclose potential conflicts or situations that might create the appearance of a conflict.
Definition of “Independent”
For purposes of membership on the GC, the following relationships preclude a member from being
considered “independent”:
A. Immediate family member of current, or prior two year, executive officer of the SIO;
B. Controlling equity holder, profit participant or executive officer of an organization that has a
material business relationship with the SIO; or
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C. Person who has a material direct business relationship with the SIO or SIC; or
MEETINGS/REPORTING
The GC shall meet at least quarterly and on an as needed basis upon the request of the SIC Chair or Vice Chair,
GC Chair or the State Investment Officer. The GC shall report periodically to the SIC on its activities and
recommendations, which shall then require the approval of the SIC.
RESPONSIBILITIES
A. GENERAL
i. Review periodically the SIC’s committee structure and operations, and the working
relationship between each committee and the SIC and recommend to the SIC the
composition of the committees of the SIC.
ii. Review periodically the Governance Guidelines and recommend governance issues that
should be considered by the SIC.
iii. Report to the SIC periodically the GC’s findings and recommendations and perform
such other functions as may be requested by the SIC.
iv. At least annually, the GC shall evaluate its own performance and report to the SIC on
such evaluation.
v. Periodically review and assess the adequacy of this Charter and recommend any
proposed changes to the SIC for approval.
B. MEMBERSHIP
i. Identify and recommend candidates for the SIC, including developing criteria, reviewing
candidate qualifications, conducting interviews and actively recruiting candidates for
recommendation to the Governor and to the Legislature.
ii. Recommend to the SIC the names of individual members to serve on each committee of
the SIC.
iv. Direct and review orientation and continuing education programs for SIC members.
v. Develop and oversee the process for evaluation of the SIC’s members on a yearly basis.
vi. Assess the performance of SIC members at point of re-nomination; review potential
conflicts of interest of SIC or SIO employees and make recommendations for changes
to the SIC.
C. ADMINISTRATIVE
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i. Manage the search and selection process of, and succession planning function for, the
State Investment Officer, and make recommendations to the SIC.
ii. Review and report to the SIC for approval any contract (other than those under the
purview of the Investment Committee) that may exceed $50,000 over the life of the
agreement;
D. COMPENSATION
i. Function as the compensation committee for the SIC and senior executives of the SIO.
ii. Identify SIC goals and objectives relevant to senior officer compensation
i. Oversee the development and implementation of policies, procedures, best practices and
systems that will help to ensure SIO operations meet the requirements of ethics,
applicable law and institutional investor best practices, including addressing at least the
following:
1. Code of Conduct;
2. Ethics;
4. Conflicts of Interest;
6. Monitoring the mapping of new policies and procedures against the 2010 Ennis
Knupp Study that provides recommendations for the operations and governance of
the SIC.
ii. Draft and review periodically the SIC’s standards of conduct and the SIC’s statement of
ethical values and conflict of interest policies.
iii. Oversee and obtain reports from the State Investment Officer on implementation of
sound business and ethics policies, procedures and practices.
iv. Review potential conflicts of interest involving Council members and determine whether
such Member may vote on any issue as to which there may be a conflict.
v. Ensure that proper policies, procedures and daily practices are in place with respect to
due diligence and investment monitoring to ensure that third party transactions are free
from conflict, influence and are appropriate.
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STATE OF NEW MEXICO
INTRODUCTION
The Audit Committee (the “AC”) is a standing committee of the State Investment Council (“SIC”). The
Committee is charged with monitoring and oversight, on behalf of the SIC, the State Investment Office (“SIO”)
as it fulfills its responsibilities for accounting, financial reporting, compliance, risk management, information
security, privacy practices, data protection, operational management best practices, and management of internal
control processes.
ROLE
The AC is created by the SIC to monitor that the SIC and SIO issues financial statements and reports in a timely
and fair manner. The AC will provide oversight of the SIC and the SIO as it develops and establishes sound
policies and procedures to ensure compliance with (i) the Governmental Conduct Act, (ii) applicable securities
laws, and (iii) risk management and operational risk best practices, institutional investor best practices with respect
to risk measurement, (guided by Sarbanes-Oxley risk management best practices), compliance requirements, and
management of internal and external controls.
Limitations on AC Role
It is not the duty of the AC to plan or conduct audits or to determine or opine that the SIC’s and SIO’s financial
statements are complete, accurate and in accordance with GAAP for governmental agencies. This is the
responsibility of management, independent auditor and State Auditor. While the AC is responsible for reviewing
the SIC’s and SIO’s policies and practices with respect to risk assessment, risk management, and legal and
regulatory compliance, it is the responsibility of the SIO to identify, recommend and decide the SIC’s appropriate
level of the exposure to risk and appropriate policies to ensure compliance with all regulatory requirements.
MEMBERSHIP
All members of the AC shall be approved by the SIC. The AC’s membership shall consist of at least one SIC
member appointed by the Chair or Vice Chair of the SIC, and no less than three members from the SIC
appointed by the SIC who are qualified by competence and experience in accounting, governance, risk
management, operational risk management, information security, internal control processes or compliance. The
AC will be composed of a majority of Independent Members (see below) and in no case shall the AC consist of
more than five members of the SIC. The State Investment Officer shall attend meetings as a non-voting member,
except where attendance would be inappropriate.
The Chair or Vice Chair of the SIC shall appoint annually a Chair from among the AC members to be approved
by the SIC. The Chair of the AC must be a member of the SIC. A AC member shall recuse him or herself if any
recommendation, action or decision of the AC will, or is likely to, result in direct or indirect, measureable
economic gain to that person or that person’s employer or family member. In addition, members are required to
disclose potential conflicts or situations that might create the appearance of a conflict.
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Financial Knowledge of Members
Since a basic level of financial knowledge is essential for membership on the AC, all members of the AC
shall be “financially literate”, i.e., able to read and understand financial statements, including a corporation’s
balance sheet, income statement, and cash flow statement. It is important that some of the members of the AC
have expertise in risk management, internal controls, information security, operational risk management and
compliance.
Definition of “Independent”
For purposes of membership on the AC, the following relationships preclude a member from being
considered “independent”:
A. Immediate family member of current, or prior two year, executive officer of the SIO;
B. Controlling equity holder, profit participant or executive officer of an organization that has a
material business relationship with the SIO; or
C. Person who has a material direct business relationship with the SIO or SIC; or
MEETINGS/REPORTING
The AC shall meet at least quarterly and on an as needed basis upon the request of the SIC Chair or Vice Chair,
AC Chair or the State Investment Officer. The AC shall report periodically to the SIC on its activities and
recommendations, which shall then require the approval of the SIC.
RESPONSIBILITIES
The Committee’s principal responsibilities are to assure the formulation of policies and procedures, as well as, the
oversight of systems that are implemented by the SIO that are intended to ensure that funds managed by the SIC
and SIO are protected adequately and accounted for fairly. Specific responsibilities of the AC include the
following.
A. GENERAL
i. Review and concur in the appointment, replacement, reassignment, or dismissal of the Chief
Financial Officer.
ii. Report to the SIC periodically the AC’s findings and recommendations and perform such other
functions as may be requested by the SIC.
iii. At least annually, the AC shall evaluate its own performance and report to the SIC on such
evaluation.
iv. Conduct or authorize investigations into any matters within the scope of the Committee’s
responsibilities.
v. With the approval of the SIC and subject to all required processes, the AC shall have the right to
engage outside expertise if, and as necessary, including consultants and legal support. The cost shall
be borne by the SIO budget.
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vi. Periodically review and assess the adequacy of this Charter and recommend any proposed changes
to the SIC for approval.
B. AUDIT
In discharging its oversight role in the area of audits, the AC may investigate any matter brought to its attention
and shall have full access to all books, records, facilities and personnel of the SIO. The SIC and the AC are
tasked to represent the stakeholders in the Funds; accordingly, the Independent Public Accountants (‘auditors”)
ultimately are accountable to the SIC and the AC.
i. EXTERNAL AUDIT
Provide an open avenue of communication between the auditors, the SIO financial management, the
AC and the SIC; and in conjunction with the SIO, and cognizant of the procedures and conditions
set by the State Auditor and subject to SIC approval, appoint, retain, terminate, evaluate and oversee
the SIC’s external auditors, including the terms of engagement, scope of audits and of agreed-upon-
procedures examinations. In undertaking this role, the AC generally will be guided by a set of
procedures to be developed by the AC and provided to the SIC (the “AC Procedures Statement”).
The AC will meet periodically with the auditors, the Chief Financial Officer and management to
discuss key matters.
Review and discuss with management and the auditors the accounting policies that may be viewed as
critical, and review and discuss any significant changes in the accounting policies of the SIC and any
accounting and financial reporting proposals that may have a significant impact on the SIC’s financial
reports, guided by the AC Procedures Statement.
i. On an annual basis, the AC actively shall engage in a dialogue with the auditors with
respect to any disclosed relationships or services that may impact the objectivity and
independence of the auditors in their review functions and take, or recommend that the
full SIC take appropriate action to oversee the independence of the auditors.
ii. Establish policies for the engagement of the auditors with respect to their provision of
services not related to their review of the SIC’s financial statements, if relevant, and
consider whether the auditors’ performance of such services is compatible with the
auditors’ independence.
iii. Review periodically with counsel legal compliance or regulatory issues involving the SIC
or SIO that may have a material impact on the SIC’s financial statements.
i. Review the necessity for, and scope of, an internal audit function which shall report to
the AC as well as to the SIO
ii. Review the reports of any internal audits and the responses of management to such
reports. Discuss any significant deficiencies in the design or operation of the SIO’s
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internal controls, material weaknesses in internal controls and any other material matters
noted.
iii. Encourage Internal Audit to perform operational audits to improve the efficiency and
effectiveness of the SIO
v. ANNUAL
ii. Provide recommendations and guidance to the SIC and Legislature with respect to the
SIO’s budget.
Risk management will continue to be a priority for the SIC. The economic crisis has brought a renewed
focus on risk management from stakeholders, regulators, the media and Legislature. Diligent risk
management is not merely a “best practice”, but a necessary practice to ensure the success and survival of
the organization. It is not only the legal and financial risks that have traditionally been overseen by the
AC, but encompasses Enterprise Risk Management (ERM), a term applied to a global and holistic
approach to risk management. It includes operational, financial, strategic, technology, compliance and
reputational risks across the entity.
i. Assist in establishing policies, procedures and systems to prevent and detect any potential risks
to the SIC’s assets and infrastructure.
ii. Encourage the establishment of and monitor “whistle blower” policies and procedures to enable
employees of the SIO and members of the SIC to submit concerns, on a confidential and
anonymous basis.
iii. Evaluate the manner in which the SIO and SIC oversees risk management.
iv. Monitor the development of an ERM process at the SIO and SIC.
v. Identify key risks for discussion at SIC meetings, including technology, reputational, compliance
and other risks.
vi. Identify and encourage the appropriate “risk management culture” within the SIO and SIC.
vii. Require appropriate risk management metrics and assessments that should ensure appropriate
policies and procedures are in place.
viii. Monitor the appointment of a Chief Risk Management/Compliance Officer who will look at risk
management with an ERM perspective.
ix. Encourage the establishment of and monitor a compliance program within the SIO.
x. Review periodically the commissions and fees paid by the SIO in its trading and investment
management activities.
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STATE OF NEW MEXICO
INTRODUCTION
The Audit Procedures Statement is an addendum to the charter for the Audit Committee (“AC”) and
provides more detailed description of the responsibilities of the Committee.
1. Review with the outside accountants and the Chief Financial Officer the co-ordination
of review efforts in order to monitor completeness of coverage, reduction of redundant
efforts, and the effective use of resources. Inquire of management, the auditors and the
Chief Financial Officer (a) about significant risks or exposures and assess the steps
management has taken to minimize such risks; and (b) the external economic
environment within which the SIC operates.
2. Consider and review with the auditors and the Chief Financial Officer: (a) the adequacy
of internal controls, and (b) related findings and recommendations of the auditors
together with management’s responses.
3. Consider and review with management, the Chief Financial Officer and the auditors: (a)
significant findings during the year, including the status of previous financial review
recommendations; (b) any difficulties encountered in the course of financial
review/audit work, including any restrictions on the scope of activities or access to
required information; (c) any changes required in the planned scope of the financial
review/audit plan; and (d) the financial review/audit budget and staffing.
4. Solicit recommendations from the auditors for the improvement of the SIC’s internal
control procedures or particular areas where new or more detailed controls or
procedures are desirable, for example, benchmarking against other relevant entities.
6. Advise financial management and the outside accountants that they are expected to
provide a timely analysis of significant current financial reporting issues and practices.
7. Discuss with the auditors their judgments about the quality of the SIC’s accounting
principles as applied in its financial reporting and inquire as to bases for the outside
accountants’ independent judgments about the quality, not just the acceptability, of the
accounting principles and the clarity of the financial disclosure practices used or
proposed to be adopted by the SIC in its financial statements or other disclosures.
8. Review and discuss with management and the auditors the accounting policies that may
be viewed as critical, and review and discuss any significant changes in the accounting
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policies of the SIO and any accounting and financial reporting proposals that may have a
significant impact on the SIC’s financial reports.
9. Review and discuss with management and the outside accountants whether any of the
SIC’s accounting policies diverge, to their knowledge, from the policies predominantly
applied by others in the same industry and, if so, the supporting rationales.
10. Inquire as to the outside accountants’ views about whether management’s choices of
accounting principles are conservative, moderate, or aggressive from the perspective of
income, asset, and liability recognition, and whether those principles are common
practices or are minority practices.
11. Review and discuss with management and the auditors (a) any material financial or non-
financial arrangements of the SIC which do not appear on the financial statements of
the SIC and (b) any transactions or courses of dealing with parties related to the SIO
that are significant in size or involve terms or other aspects that differ from those that
would likely be negotiated with independent parties, and are relevant to an
understanding of the SIC’s financial statements.
12. Review with management and the auditors the results of their annual financial review
and related comments and any reports of the auditors with respect to interim periods.
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