TO:	Thomas L. Rhodes

From: Robert Berkopec

Date: January 24, 1997

Subject: GS Private Equity Partners, L.P.

On January 23, 1997, I had the opportunity to attend the "road show" for GS Private Equity Partners, L.P. In addition, I also had the opportunity to discuss this investment opportunity with David Kabiller.

Enclosed is a summary profile regarding the investment opportunity in GS Private Equity Partners, L.P.

My observation 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."

However, according to David Kabiller this limited partnership is a new product in the
asset management arena so there is some risk associated with a new strategy.

4. Provides diversification in the alternative investment sector.

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

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.

According to David Kabiller, the financial model is predicated on the Fund obtaining
access to top rated direct co-investments for 20-25% of the fund assets. David Kabiller
expressed some reservation as to the fund achieving this objective in the current market

environment.

2. Philip Cooper, the lead manager in the GS 2 Fund is new to Goldman Sachs, joining the	firm in 1996. From my perspective 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, (Editorial comment).

3. 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.

I suggest the Investment Committee consider at least a $2-5 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 opportunities. This investment could be the "benchmark" for the Foundation's alternative investment program.

David Kabiller indicated that there are to be a series of additional alternative investment opportunities in the future. At the present time the Foundation has committed $28,000,000 of the $50,000,000 target amount for alternative investments. Accordingly, I suggest we take a cautious approach to committing these remaining funds to permit additional investments in the future as new opportunities become available.

David Kabiller has "soft circled" a $5 million commitment for the Foundation. If you agree to proceed, it would be necessary to request the Investment Committee's approval via mail given the deadline for the Fund's closing. Your Thoughts?