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Contents
Introduction ........................................................................................................................ 2 Overview ............................................................................................................................. 3 Why Can a Manager Selection Process Matter? ......................................................... 4 Different Entities Pose Different Challenges ................................................................ 7 Defining What Success Means ....................................................................................... 9 The Art: The Philosophy Guiding Our Investment Manager Selections .............. 10 The Science: Due Diligence in Four Parts .................................................................. 12 Ongoing Monitoring and Review................................................................................. 21 Sell Discipline and Termination Process..................................................................... 22 Conclusion ....................................................................................................................... 23 Glossary and Definitions ............................................................................................... 24
Introduction
Dear Clients and Colleagues: In a single sentence our advice to clients is to: Design, implement, and maintain a diversified 1 portfolio that is consistent with your financial situation and your financial personality. A previous publication in this White Paper series laid out our approach to designing an asset allocation and explained why we believe most portfolios should include nine asset classes in proportions that reflect the investors level of risk tolerance and composure. In this paper we turn our attention to the subject of implementation. Some investors may choose to invest only in self-selected individual securities: stocks, bonds, futures contracts, properties, cash instruments, etc. Much more often, however, implementing some or all of the portfolio will involve directing money to one or more professional portfolio managers who will, through an index fund, a mutual fund, a partnership, or a separate account, buy and sell individual securities on the beneficial investors behalf. For some asset classes such as Alternative Trading Strategies, there is no choice; one invests in a fund or not at all. So whether or not the managers with whom one invests do their job well goes a long way to determining how ones portfolio performs over time. Because we recognize the importance of this aspect of the investment process, here in the Wealth and Investment Management unit of Barclays we have developed a deeply considered and rigorously applied global process for evaluating individual managers. As well, we have assembled a significant team of experienced, dedicated due diligence professionals in our key offices across the globe. Through our process and our people, we identify the investment managers who, in our views, are most likely to perform well in the future. The phrase Past performance is no guarantee of future results has become a clich of disclosure language. For us it is a core belief. We want our colleagues and clients to understand the breadth and depth of the process we go through to identify those select managers we believe warrant inclusion on our roster of approved managers. So in this White Paper, David Romhilt, one of the global leaders of this effort, articulates our approach to the science and art of manager analysis, selection, and de-selection. Sincerely yours, Robert Brown Co-Head, Global Research Tom Lee Co-Head, Global Research
Robert Brown
Co-Head, Global Research
Tom Lee
Co-Head, Global Research
Overview
David Romhilt
+1 212 526 1542 david.romhilt@barclays.com
Building the portfolio most likely to achieve your financial goals requires getting two things right. First you need to identify the right asset allocation, and, second, you must implement that asset allocation in the right way. For many investors, implementing an asset allocation involves hiring professional managers, either through a separate account or a fund, to build and maintain the various asset class portfolios. However, while most investors are familiar with the things that make a companys stock attractive high earnings growth potential, cheap valuation, etc. the process of manager selection is poorly understood. We all know that because a manager has performed well in the past is not a reason to believe he or she will do better than others in the future. But what does predict future performance? Here in the Wealth and Investment Management unit of Barclays, we regard manager research and selection as both a science and an art. Like science, the process should be formal, structured and repeatable to create comparative data points across institutions and asset managers. Like art, the process must be informed by a philosophy that guides our collective judgment as we integrate our objective findings in a creative way. The combination of these approaches gives us the confidence to recommend the managers we have identified to our clients. Almost inevitably, discussions about manager selection get caught up in the debate about whether investment managers in general are capable of adding value over an index 2 over time, but we are not addressing the active management versus indexing argument here. In fact, we believe there is a place for both investment management styles in portfolios, and we seek to understand each clients financial personality to determine which is the more appropriate investment strategy. 3 For those for whom active management may be suitable, this paper explains how we go about identifying, analysing, selecting and monitoring investment management organizations.
Manager research is also important for investors who choose to use index funds wherever possible because not all indexes or index funds are created equal. Some do an excellent job a replicating an index performance, others much less so. A discussion of this branch of manager research is beyond the scope of this paper. 3 The Wealth and Investment Management division of Barclays has developed a proprietary assessment that combines insights from the science of behavioral finance and psychology with modern theories of portfolio management to help us create an Investment Portfolio tailored to each clients financial personality and objectives.
Barclays does not guarantee favorable investment outcomes. Nor does it provide any guarantee against investment losses.
Figure 1: Net Excess Returns (%) of Top Quartile Mutual Fund Managers by Investment Style
Trailing Excess Returns Rank US Equity All Large Cap Funds # of Mutual Funds (Net) US Equity All Mid Cap Funds # of Mutual Funds (Net) US Equity All Small Cap Funds # of Mutual Funds (Net) International Equity All Large Cap Funds # of Mutual Funds (Net) 5th Percentile 25th Percentile Median 5th Percentile 25th Percentile Median 5th Percentile 25th Percentile Median 5th Percentile 25th Percentile Median 5 Year 10 Year 2.7 0.5 -0.6 1,830 3.4 1.0 -0.3 717 4.4 1.9 0.2 1,128 2.7 0.5 -1.0 500 2.1 0.1 -0.8 1,103 1.8 0.2 -1.1 408 3.5 1.3 0.1 655 2.0 0.4 -1.0 309 2010 3.5 -0.4 -2.4 2,420 5.5 1.3 -0.9 978 6.8 1.9 -0.7 1,525 5.7 2.2 -0.4 755 2009 13.6 4.1 -0.4 2,432 15.9 1.9 -3.1 1,008 24.3 9.3 3.0 1,587 7.1 0.9 -3.6 747 2008 8.7 3.0 -0.3 2,522 14.4 5.4 0.1 1,126 8.3 1.1 -5.8 1,730 8.4 2.7 -0.3 690 Calendar Year Excess Returns 2007 14.2 6.6 1.2 2,479 18.6 10.3 3.9 1,073 18.9 9.0 2.7 1,683 9.1 2.8 -0.8 651 2006 4.6 0.7 -2.4 2,491 4.9 -0.3 -3.6 1,052 3.0 -1.4 -4.5 1,572 5.2 1.3 -0.3 583 2005 6.8 1.8 -0.7 2,414 3.9 0.1 -2.0 956 9.1 4.1 1.6 1,479 5.2 1.3 -1.0 544 2004 4.5 0.8 -1.7 2,215 2.6 -1.4 -4.3 852 6.0 2.1 -1.7 1,304 3.4 -0.4 -2.6 517 2003 6.4 0.3 -2.5 2,015 13.3 -0.2 -4.1 776 12.1 1.2 -3.5 1,170 5.2 -0.2 -4.4 470 2002 8.9 2.7 -1.9 1,745 9.1 1.8 -6.2 669 18.1 7.9 1.2 1,009 9.9 2.2 -1.4 418 2001 15.2 4.6 -0.6 1,508 23.4 8.5 -1.9 537 20.8 8.8 -0.7 871 12.0 4.5 0.5 351 Average 8.6 2.4 -1.2 2,224 11.1 2.7 -2.2 903 12.7 4.4 -0.8 1,393 7.1 1.7 -1.4 573
Note: All the time periods longer than one year are annualized. Excess return measures the return, net of the respective mutual funds management fees and expense ratios, relative to an index. The number of mutual funds in the study period is shown net of those who have dropped out or gone out of business. Source: Investworks.com
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There are a number of conclusions to draw from the data: Over the past 10 years, the 5th and 25th percentile managers in each asset class have outperformed (i.e., had a positive excess return) on a net of fees basis over long-term periods and in each calendar year. The degree of excess return diminishes over longer time periods, reflecting that individual managers may have generated substantial near-term outperformance, but there is often reversion to the mean over time. The average (or median) managers performance, even without taking into account managers who may have dropped out of the peer group (or gone out of business) is often at the index or slightly below the index. The compounding effect of these excess returns can have a meaningful impact on a clients wealth over time. Consider Figure 2, in which we map the nominal growth of $1,000,000 over 20 years assuming an annual return of 6% and assuming varying levels of excess return. The outperformance over time results in significantly more value.
4.0
2.0
0.0 0 2 4 6 8 10 12 14 16 18 20 Years
Returns are annualized and are illustrative only. Source: Wealth and Investment Management
Over 10 and 20 years the power of compounding at a higher rate is substantial, with more than a $3.5m difference in the end value based on a 10% return versus a 6% return on an initial $1m investment. Obviously this difference can work in both directions, as poor manager selection leading to a lower annual return would have the opposite impact.
existence at the end of 2010 that had at least 10 years of actual past returns. The calendar year data was then grouped into pairs of contiguous 3-year and 5-year returns. For the first time period in each pair, managers were grouped into quartiles; the performance of the top quartile managers was then analyzed in the second time period. Based on this data, its clear that top quartile managers do not tend to stay there.
Quartile Rank (Total Universe = 1046) 1st 16.9% 2nd 20.7% 3rd 33.3% 4th 29.1%
Note: All the time periods longer than one year are annualized. Excess return measures the return, net of the respective mutual funds management fees and expense ratios, relative to an index. The number of mutual funds in the study period is shown net of those who have dropped out or gone out of business. Source: Investworks.com
Quartile Rank (Total Universe = 632) 2nd 27.8% 3rd 22.2% 4th 27.8%
Note: All the time periods longer than one year are annualized. Excess return measures the return, net of the respective mutual funds management fees and expense ratios, relative to an index. The number of mutual funds in the study period is shown net of those who have dropped out or gone out of business. Source: Investworks.com
Consider the Average data for the three-year periods for both Large Cap and Small Cap mutual funds; on average, only about 28% of top quartile managers in one 3-year period then remained in the top quartile in the subsequent period. The data was even worse for the 5-year periods, where 22% and 17% of the top-quartile managers stayed there. In other words, as you have read over and over again, past performance is no guarantee of future results. (While this data focuses on long-only U.S. stock mutual funds, the conclusion holds true for non-U.S. equity funds as well. The conclusion is less true for hedge funds and not applicable to Private Equity.) Despite data like that in Figures 3 and 4, performance continues to be the most important aspect of most investors decision whether to invest with a manager or not. And that is the biggest reason why most investors fail at manager selection. This paper details a different approach to the manager selection process.
The Science and Art of Manager Selection March 2012 6
* There is a pending deadline for hedge funds and private equity firms of a certain size in assets to register with the SEC. Source: Wealth and Investment Management
Traditional investment management is the easiest group to research. There is a wealth of information available through numerous public and private-subscription databases and other sources about managers and the components of their portfolios, which are made up of marketable public securities. The challenge is navigating all this information and organizing it in a reasonable manner, as well as ferreting out firms or information that is not be readily available to the average investor. Hedge funds are harder to study due to the lack of publicly available information. Although a number of private-subscription databases provide good not great information on hedge fund managers, they do not cover the entire investment universe. Also, hedge fund managers understandably tend to be secretive about their underlying portfolios, especially with respect to their short sales, which makes validating the
investment process more difficult. The combination of limited public information and less transparency requires manager-research analysts to conduct more manager on-site visits with hedge funds and to assemble more of the needed information themselves. Finally, publicly available information is rarest for firms that make private investments (generally private equity or real estate). Although subscription-only databases exist, they lack the breadth of data thats available in comparable databases for traditional and hedge fund investments. Further, because the investments in individual private equity funds are drawn down irregularly over long periods of time, and returns are paid out irregularly as well, it is very hard to compare return data among private managers. While managers making private investments tend to be fully transparent with what they own, the lack of publicly available data on the underlying investments themselves makes analysis or comparisons of the portfolio difficult.
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Relative Performance Startup Phase Focus of Our Manager Research Growth Phase Maturity Phase Decline 70 60 50 40 30 20 10 0 -10 2000 2002 2004 2006 2008 -20 2010
Relative Performance
Maturity Phase Success in flagship or multiple products At or approaching capacity Operations well-built out, hiring tends to be noninvestment Succession Planning Decline Asset growth beyond capacity Lack of generational transfer of investment talent or equity Investment team departures More significant product lineups Strategic partnerships / ownership changes
Growth Phase Success in performance or marketing Build-out of non-investment aspects Complementary products
It is tempting to limit a manager search to the largest organizations. In fact the majority of managers are hired when they are mature, if not in decline. Its far easier to perform due diligence on mature organizations staffed by sophisticated marketing teams than it is to conduct research on startup or growth firms, where there are fewer quantitative measures to judge: track records are, by their nature, short and performance reporting may not be as sophisticated as that of larger organizations. Our approach, therefore, emphasizes qualitative aspects of due diligence, which allows us to identify organizations that will have longer lifecycles in our client portfolios, either because they are relatively small and have room to grow or because they have shown that they can overcome the disadvantages of size.
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Organizational attributes
The purpose of organizational research is to understand how an investment manager is formed as a business and investment entity. The aim is to gauge the continuity of the firm and whether or not non-investment factors could possibly impact its process and ability to replicate its past performance or success. At Barclays, we believe that the organizational structure should encourage not hinder continuity in the firms investment process. In general, we favor firms with substantial, broadly distributed ownership among employees, offering focused product lineups in portfolios of appropriate size for their markets. We discuss these aspects in greater detail below. Ownership structure: We look at a firms current and historical ownership structure. Firms can be 100% employee-owned or majority employee-owned; they can be public companies or have parent ownership by a financial or strategic owner or an insurance company. All else held equal, we prefer firms where employee ownership is substantial and broadly distributed because we think this structure limits turnover of key investment professionals better than does any other and supports a long-term strategic perspective on the business. Employee-owned firms tend to be less sensitive to asset growth issues and better at managing their capacity, whereas all of the other structures tend to create risks to the business that could impact performance in the future. When examining a
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firm owned by a parent or financial conglomerate we seek assurances that these companies will be able to retain key employees. These firms also tend to be larger by nature to justify their scale of operations, and may be less capable of properly managing capacity. We particularly scrutinize publicly owned firms, especially the larger ones. Public firms answer to two sets of clients: investors and shareholders. The interests of these two can be at odds, as shareholders look for asset growth, which can be a deterrent to future returns that investors seek. This conflict of interest may make the decision to close a product more difficult at public firms. Employee compensation structure: We review each firms compensation practices for its key investment professionals and analysts, preferring firms that compensate key investment professionals in a manner that is competitive and in-line with our long-term performance goals and expectations. Many firms have adopted compensation schemes based on rolling multi-year performance that is in-line with their investment time horizon, and we believe this is the most appropriate method of bonus compensation. It is also critical that key investment professionals continue to be tied to the firm in terms of equity ownership and/or deferred compensation. Compensation structure is a key determinant to employee turnover, especially in competitive markets like New York, London, Hong Kong, and Singapore. Allocation of firm resources: We prefer firms that focus on a distinct or narrow area of the global market, which generally means a firm with fewer products. We think its difficult for a firm to be good at investing across all asset classes, investment styles, and market capitalizations. A firm with a single or a few complementary products will focus its resources, whether monetary or time-related, to that product set. When evaluating a multi-strategy firm, we want to know how the companys research resources are deployed in support of portfolio managers. Assets under management versus capacity: We view excessive asset growth as a potential impediment to future returns and believe it is crucial that investment firms manage their product capacity properly. For every investment product we research, we go through an exercise to determine what we believe is a reasonable capacity for the product. The critical factors that impact capacity are arrayed in Figure 7.
Mid/Large Cap Stocks Credit/Corporate Bonds Commodities Real Estate Option Contracts
More Capacity
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We create an estimate of capacity for each investment product based on these criteria and compare that number to the managers own analysis. We are looking for managers that have a thoughtful plan in place regarding their capacity and whose estimate of their capacity is both reasonable and similar to ours. We ask the question on capacity regardless of the managers current size, although we are more likely to get what we deem to be the right answer the further the manager is from capacity. Over time, our view on a managers capacity may change, but any change in the managers investment process as a result of asset growth or with the intention of increasing capacity raises a red flag. Our estimates and criteria on capacity differ according to investment style and vehicle (long-only, hedge fund, private equity). If we have any concern about a managers size or impact on its markets, we review public disclosures around the managers ownership of its current positions. For U.S. equities within long-only and hedge fund mandates, these are commonly known as 13-F filings. Managers with more than $100 million in assets are required to report the value of their long positions to the SEC on a quarterly basis, which we can access to review any impediment created by the managers asset base. Our liquidity estimate for equities is a simple formula to calculate Days to Exit:
# of Shares Owned Days to Exit = (Average of 3-Month Daily Volume x 20%)
Long-only managers typically provide daily liquidity. Therefore, we want to be very careful that the majority of a managers portfolio could be liquidated immediately; if any top holdings have significant days to exit, we are concerned. Hedge funds generally offer less frequent liquidity, so we can look at the Days to Exit versus the funds liquidity terms. For example, if a fund offers quarterly liquidity with 45 days notice, we want to make sure that the funds core positions can be easily liquidated in that timeframe without swamping the market. For non-marketable investments like private equity, the issue is not liquidity, because liquidity is offered to investors at the managers discretion. The real issue is the impact that asset size has on the opportunity set (i.e., what a manager can buy) and the ability to create liquidity events (i.e., how hard the position will be to sell). Private investing is unique, however, in that managers are not necessarily burdened by their asset base, because they raise distinct funds. A manager may choose to raise a larger fund because he/she believes the investment opportunity is substantial, but the manager also has an ability to raise a smaller fund in the future if the opportunity set is diminished. This is in stark contrast to traditional and hedge fund managers, who have continuous funds and almost never retain discretion as to when to return capital to investors. Distribution of investment products: We also focus on the distribution channels of the managers products. The fewer the channels, the easier it is to manage a products asset growth. We see multiple marketing relationships, mutual fund sub-advisory relationships and consultant relationships as warning signs.
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to assess the consistency of the results and what has driven performance over a distinct period (we typically look at calendar years). For hedge funds, we generally look at the long positions or at key contributors to the performance of a given period, such as the top 10 contributors and detractors. For private investments we look at each investment that is made as part of a particular fund and how that investment contributed to overall results. We also evaluate the individual internal rate of return (IRR) and the multiple of capital that the investment generated. We look at how individual securities impacted performance, checking for consistency of decision-making, and we seek to verify that the track record has been created in a manner that is consistent with our understanding of the investment process. What we want to know is whether the managers historical performance is attributable to a small number of very big winners or to a high proportion of moderately profitable investments. The latter pattern is more likely to be replicable in the future. Return gap analysis: This provides insight into whether a manager has added value over a given time period and is generally applicable only to equity managers where we have fairly full transparency into the portfolios. In effect, we begin each year (or any other time period) with the managers actual portfolio and calculate the performance of that portfolio if it were held static and then compare that static return to the actual return the manager generated over that same time period. By linking a number of distinct time periods together, we can ascertain whether the managers process adds value over time. Active share analysis: We start with a managers portfolio at a point in time (and once again, this really works only with equity managers) and focus on whether a managers portfolio is significantly different enough from a given benchmark to provide an opportunity to outperform an index fund by enough to compensate for the difference in management fees. Review of portfolio construction: Here the focus is on making sure that the portfolio has met certain guidelines over time on a consistent basis. The guidelines may have been established by the manager, such as a cap on residual cash exposure, leverage or relative sector weightings. Or they may relate to one of our own criteria, such as our belief that active managers generally need fairly concentrated portfolios in order to outperform. Analyzing data such as the number of holdings, the concentration in the top 10 positions, the overall leverage, gross/net exposures and the cash weighting at various points in time, the review focuses on verifying that the various characteristics have been consistent over time and that the process is replicable in the future. Any substantive change in these factors could call into question the replicability of past results. Sell discipline: Having a viable exit strategy should be a key component of every managers investment process, and we pay particular attention to how securities are sold from the portfolio. The decision to exit a security can be just as important as the original purchase and may be more challenging for a portfolio manager due to emotional attachment to a particular investment or the added layer of tax consequences 5 and other transaction costs. We review the managers stated criteria for sales and compare these with the actual securities they have sold. We are looking for consistency and accountability for these decisions.
Neither Wealth and Investment Management nor its employees renders tax or legal advice. Please consult with your accountant, tax advisor, and/or attorney for advice concerning your particular circumstances.
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On-site review with the portfolio manager and team: These meetings are the culmination of all the work we perform on a managers investment process. They involve a review of all of the questions that arise from the analysis outlined above, in addition to an overall assessment of the quality of the investment process, the investment team and the efficiency of the markets that the manager trades. At a minimum, this process involves a lengthy meeting at the managers offices, although it often requires multiple on-sites and conference calls to complete.
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we want to see consistent levels of volatility over time. We pay particular attention to a hedge fund managers drawdowns the reasons for the loss and how the managers reacted. Drawdowns can be particularly difficult for hedge fund managers given their compensation structures (incentive fees as a percentage of positive performance) and the impact losses can have on capital outflows from the fund. Performance statistics versus assets under management growth: As outlined above, we think the size of a managers asset base can have a critical impact on performance with bigger not necessarily better (or worse). To make sure that as the managers asset base has grown, the quality or nature of the managers track record has remained consistent, we compare excess returns, standard deviation, alpha and profitability with growth of assets over time. Tax efficiency (if applicable based on tax status and jurisdiction): An understanding of after-tax returns for each manager can be critical for taxable investors. We take both a qualitative and quantitative approach to assessing overall tax-efficiency. For each manager, we estimate the percentage of the overall return that is likely to be generated from long-term capital gains, short-term capital gains, interest and dividends, taxexempt income, short sales, futures and leverage, each of which may have particular tax consequences, depending on the jurisdiction. For hedge fund managers we can review historical tax filings to determine how gains were classified. 7 Private equity and real estate returns: Analyzing returns of non-marketable asset classes like private equity and real estate is as complicated as it is important to an overall manager research process. Because returns are based in dollar-weighted internal rates of return as opposed to the widely accepted time-weighted rate of return in the long-only and hedge fund community, return analysis is more challenging. Dollar-weighted returns effectively mean that a managers decisions over the timing of capital calls, the deployment of capital, and the return of capital, are all significant components of the quality of the return. The overall return generated and the multiple of capital returned are both essential components of the return. Dollar-weighted returns can be overstated if a small gain was generated in a very short time period, which is why using the overall multiple of capital contributed by investors is critical. Further, there are no simple comparisons for non-marketable managers. The industry generally uses peer groups of other similar investments in private assets to arrive at a comparable universe. But not only do you have to line up the investment universe, you also have to find managers who were deploying capital in similar time periods the investments vintage year. Thus, to perform a reasonable analysis of a private equity manager, youd have to compare both the IRR and multiple of capital generated to a universe of similar investment mandates, with similar investment time periods. Despite its complexity, its important to do this analysis of a private equity or real estate managers previous funds because nonmarketable investment managers have, for the most part, done a better job than other types of investment managers of replicating past strong performance in future investments. So identifying top-quartile performance is all the more critical when dealing with this group of managers.
Neither Wealth and Investment Management nor its employees renders tax or legal advice. Please consult with your accountant, tax advisor, and/or attorney for advice concerning your particular circumstances.
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For long-only managers that are in a separate account or regulated mutual fund structure, our emphasis is on the firms trading and execution capabilities, its governance structure and disaster recovery. This is because we have transparency into holdings, and may even custody the assets ourselves, so proper checks on fraud or manipulation of assets are already in place. Some aspects of the process differ for private equity and real estate managers because we are dealing with non-marketable assets that are not generally held or valued on a regular basis by an external custodian. Here, our ODD process emphasizes document and legal review, valuation procedures, cash flow policies and background checks. We firmly believe that an independent operational due diligence process is a critical component of any manager research effort. Our investment and operational due diligence processes are integrated and overlap to ensure we have proper checks and balances while conducting our research. At the end of day, an operational process tends to be pass/fail oriented; if we dont have a comfort level with the operational structure of any investment manager, we dont hire them.
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Conclusion
The stated goals of our manager research process are: (1) to identify traditional investment managers capable of producing excess returns over relevant market indexes after management fees and if applicable, after taxes; and, (2) for hedge fund and private equity managers we focus on producing positive returns, as well as risk-adjusted results and excellence among their identified peers. Consistently identifying these types of managers and investing in them is not an easy task, and the difficulty is compounded by the nature of the industry, especially in the way in which success in the past can work against performance in the future. Thus, we believe success in selecting managers requires having a process that differs from what other investors in the marketplace are using. Our research philosophy and process have a distinct view on the types of organizations that are likely to create environments for long-term investment success, and we actively seek investment managers that fit this perspective. At the same time, we believe there are multiple types of investment processes that can provide sustainably strong performance, and our investment process review is designed to be as flexible as possible to identify a range of investment firms that can provide our clients with long-term satisfactory results. In researching managers, we emphasize tangible qualitative factors that are backed by rigorous quantitative research. And most importantly, we do not let past performance determine our decision-making. We believe this approach may yield a roster of top-quality external investment managers which, in a variety of combinations and in combination with an appropriate asset allocation, provides our Wealth and Investment Management clients with the best chance of achieving each of their unique investment goals.
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This document has been prepared by Barclays for information purposes only. Diversification does not protect against loss. Investing in securities involves a certain amount of risk. You are urged to review all prospectuses and other offering information prior to investing. Past performance is not a guarantee of future performance. This material is provided by Barclays for information purposes only, and does not constitute tax advice. Please consult with your accountant, tax advisor, and/or attorney for advice concerning your particular circumstances. IRS Circular 230 Disclosure: BCI and its affiliates do not provide tax advice. Please note that (i) any discussion of US tax matters contained in this communication (including any attachments) cannot be used by you for the purpose of avoiding tax penalties; (ii) this communication was written to support the promotion or marketing of the matters addressed herein; and (iii) you should seek advice based on your particular circumstances from an independent tax advisor. Neither Barclays in the U.S. nor its Wealth and Investment Management employees in the U.S. render tax or legal advice. Please consult with your accountant, tax advisor, and/or attorney for advice concerning your particular circumstances. Barclays does not guarantee favorable investment outcomes. Nor does it provide any guarantee against investment losses. Barclays refers to any company in the Barclays PLC group of companies. Barclays offers wealth management products and services to its clients through Barclays Bank PLC ("BBPLC") that functions in the United States through Barclays Capital Inc. ("BCI"), an affiliate of BBPLC. BCI is a registered broker dealer and investment adviser, regulated by the U.S. Securities and Exchange Commission, with offices at 200 Park Avenue, New York, New York 10166. Member FINRA and SIPC. Barclays Bank PLC, registered in England and Wales (no. 1026167), has a registered office at 1 Churchill Place, London, E14 5HP, United Kingdom, and is regulated by the Financial Services Authority. BCI and/or its affiliates may make a market or deal as Principal in the securities mentioned in this document or in options or other derivatives based thereon. One or more directors, officers and/or employees of BCI or its affiliates may be a director of the issuer of the securities mentioned in this document. BCI or its affiliates may have managed or co-managed a public offering of securities within the prior three years for any issuer mentioned in this document. Copyright 2012. Printed March 2012 US0001