M E M O

TO:	Members of the Investment Committee

T.L. Rhodes, Chairman

J.R. Coleman

M.S. Joyce

R.H. Lillie

I.A. Rader

W.J. Roper

A.M. Taylor

FROM:	Thomas L. Rhodes/Robert N. Berkopec

DATE:	January 30, 1997

RE:	Alternative Investment Opportunity

This memo summarizes an alternative investment opportunity requiring immediate Investment Committee action because the closing date of the fund is before the next Investment Committee meeting.

The investment opportunity is a Goldman, Sachs & Co. sponsored limited partnership named GS Private Equity Partners, L.P. The fund has a "fund of funds" character since 75% of fund will be invested in other limited partnerships.

Enclosed are the following documents:

Exhibit A - Condensed executive summary of the fund description.

Exhibit B - Copy of complete Private Placement Memorandum for those who desire additional	detailed information.

Advantages and disadvantages are as follows:

Advantages:

1. Projected returns of +20% (net).

2. Goldman Sachs involvement is a significant plus. Access to investment
opportunities is greatly increased and the evaluation process is conducted by
experienced personnel.

3. The name and reputation of Goldman Sachs provides a type of "seal of approval."

4. Provides diversification in the alternative investment sector.

5. Possible source of information to limited partners regarding investment opportunities	for direct investment by Foundation.

6. Return of capital commencing in year 2 or 3.

Disadvantages:

1. Duplication of manager fees from both the GS Fund and the limited partnership	investments. Based on a model prepared by Goldman Sachs the fee duplication results	in approximately a 150 basis point reduction in the annual return to the limited partner.	The financial investment model considers the time of value of money associated with	the preferred distributions to limited partners, including the 8% base level return. If	the model is correct, 150 basis points appears to be a realistic cost for the
aforementioned advantages.

2. According to David Kabiller, a Goldman Sachs investment manager and a friend of	Dusty Rhodes, this limited partnership is a new product in the asset management arena	so there is some risk associated with any new strategy.

3. Philip Cooper, the lead manager in the GS Fund is new to Goldman Sachs, joining the	firm in 1996. Based on a meeting attended by Bob Berkopec he appears to be well	qualified and a good salesman. He appears to be a "free spirit" and could have some	difficulty in adjusting to the culture and constraints of a large investment banking firm.

4. The General Partner anticipates the Fund's investments will not generate substantial	amounts of UBTI. However, reducing UBTI income does not appear to be of primary	importance to the General Partner. Accordingly, some UBTI income would most	likely accrue to the limited partners. The amount of any UBTI income would be	reported annually to the limited partners.

5. The current alternative investment market is characterized by "too much money	chasing too few deals." Hopefully, Goldman Sachs can mitigate this issue with its	early access to good deals and its disciplined evaluation process.

We suggest the Investment Committee consider a $5 million dollar investment. The duplication of fees is troublesome but the 150 basis point charge provides a wealth of information regarding the alternative investment marketplace and potential investment opportunites. This investment could provide a "benchmark" for the Foundation's alternative investment program.

At the present time the Foundation has committed $28,000,000 of the $50,000,000 target amount for alternative investments. A $5,000,000 investment would increase commitments to $33,000,000 or 66% of the target amount.

Please contact Dusty Rhodes or Bob Berkopec if you have any questions. Your response is requested by no later than February 7, 1997.