84 State Street, Second Floor
Boston, Massachusetts 02109
Steven Grossman, Treasurer and Receiver General, Chair
Michael G. Trotsky, CFA, Executive Director and Chief Investment Officer
February 4, 2013
Dear Potential Provider:
The Massachusetts Pension Reserves Investment Management (PRIM) Board is requesting proposals
from law firms interested in providing Legal Counsel Services for Litigation Related to Foreign Exchange
Currency Trading as set forth in Section III of this Request for Proposals (“RFP”).
In order for responses to be considered by PRIM, each prospective provider must respond to the RFP by
submitting an electronic copy of its response via e-mail received by 3:00 p.m., EST, Monday, March 11,
2013 to swong@mapension.com.
In addition, one hard copy of the response should be sent and received by 3:00 p.m. EST, Monday,
March 11, 2013 to the attention of:
Samantha Wong
Procurement Officer
Pension Reserves Investment Management Board
84 State Street, Suite 250
Boston, Massachusetts 02109
swong@mapension.com
Copies of this RFP can be obtained electronically from the PRIM website at www.mapension.com.
Further instructions for response submission are included in the RFP. Questions concerning the RFP
must be submitted by email to swong@mapension.com received by 3:00 p.m., EST, Tuesday, February
19, 2013.
We appreciate the time and effort required to respond to this RFP. Each Respondent submitting to
PRIM can be assured that the same time and effort will be expended in evaluating the responses that
are submitted for consideration. We look forward to your response.
Sincerely,
Michael G. Trotsky, CFA
Executive Director
Chief Investment Officer
REQUEST FOR PROPOSALS (RFP)
LEGAL COUNSEL SERVICES FOR LITIGATION RELATED TO
FOREIGN EXCHANGE CURRENCY TRADING
I.
INTRODUCTION/PURPOSE.
The Massachusetts Pension Reserves Investment Management Board (PRIM) is soliciting
responses from law firms interested in providing Legal Counsel Services for Litigation Related to
Foreign Exchange Currency Trading. A more detailed description is set forth in Section III below
under the heading "SCOPE OF SERVICES". PRIM intends to select counsel based on PRIM’s
evaluation of the responses in accordance with this RFP, and in particular the Selection Criteria
contained in Section VIII and Fee Proposals submitted pursuant to Section IX.
II.
BACKGROUND INFORMATION.
A.
Legal Structure of PRIM.
The PRIM Board was created in 1983 by the Commonwealth of Massachusetts through
legislation (Chapter 661 of the Acts of 1983, as amended by Chapter 315 of the Acts of 1996) to
provide general supervision of the investments and management of the Pension Reserves
Investment Trust (PRIT) Fund. The PRIT Fund was created by the same legislation and is the
investment portfolio for the assets of the State Employees’ and State Teachers’ Retirement
Systems, as well as local retirement systems that choose to invest in the PRIT Fund.
PRIM is governed by a nine-member board of trustees. The trustees include: (1) the Governor,
ex officio, or his designee; (2) the State Treasurer, ex officio, or his designee, who shall serve as
Chair of the PRIM Board; (3) a private citizen, experienced in the field of financial management,
appointed by the State Treasurer; (4) an employee or retiree, who is a member of the State
Teachers’ Retirement System, elected by the members of such system, for a term of three years;
(5) an employee or retiree, who is a member of the State Employees’ Retirement System,
elected by the members of such system for a term of three years; (6) the elected member of the
State Retirement Board; (7) one of the elected members of the Teachers’ Retirement Board
chosen by the members of the Teachers’ Retirement Board; (8) a person, who is not an
employee or official of the Commonwealth, appointed by the Governor; and (9) a representative
of a public safety union, appointed by the Governor. Appointed members serve for a term of
four years.
The mission of the PRIT Fund is to ensure that current and future pension benefit obligations are
adequately funded in a cost-effective manner. PRIM therefore seeks to maximize the total
return on investments within acceptable levels of risk for a public pension fund. Under current
law (as amended by Section 45 of Chapter 68 of the Acts of 2011), by the year 2040, the PRIT
Fund will have grown, through annual payments in accordance with a legislatively approved
funding schedule and through total investment return of the PRIT Fund, to an amount sufficient
to meet the then-existing pension obligations of the Commonwealth. The Commonwealth has
adopted a schedule of state pension appropriations that assumes a long-term actuarial rate of
return for the PRIT Fund of 8.25%.
The nine-member board of trustees, as trustee for each retirement system that invests in the
PRIT Fund, has the authority to employ an Executive Director, outside investment managers,
custodians, legal counsel, consultants and others as it deems necessary; to formulate policies
Page 2 of 23
and procedures; and to take such other actions as necessary and appropriate to manage the
assets of the PRIT Fund.
The PRIM Board is the legal custodian of the PRIT Fund and has fiduciary responsibility for the
assets transferred to the PRIT Fund by state and local retirement systems. PRIM selects the PRIT
Fund’s investment managers and advisors, reviews and evaluates total PRIT Fund and individual
investment manager performance, and performs various other activities in the daily
management of the PRIT Fund. As of January 31, 2013, the PRIT Fund had net assets totaling
approximately $53 billion.
PRIM is governed by Massachusetts General Laws, Chapter 32 and oversees the Fund under the
terms of its Operating Trust Agreement (available at www.mapension.com) dated July 15, 1988
and amended on September 22, 1998. The members of the Board, in conjunction with the
Executive Director, who serves at the pleasure of the Board, determine policies and make
decisions concerning the administrative and investment operations of the Fund.
PRIM has established advisory committees (Investment, Administration & Audit, Real Estate &
Timber, and Compensation) to provide a broad range of input to the Board. These committees
are generally comprised of several Board members and also private citizens with investment
and/or business expertise. All significant policies and investments are ultimately approved by
the Board. PRIM's legal services providers primarily communicate with PRIM’s General Counsel.
B.
General Description of PRIM’s Assets, Investment Managers, Advisers, Auditors, and
Custodian.
Exhibit A contains a description of PRIM’s long-term target asset allocation. Exhibit B is a list of
PRIM’s investment managers. Exhibit C is a list of PRIM’s advisers. KPMG is PRIM’s, Real Estate,
Timber and Hedge Fund of Funds auditor. Deloitte provides general tax services. BNY Mellon
(BNYM) is PRIM’s custodian.
III.
SCOPE OF SERVICES.
Legal Counsel Services for Litigation Related to Foreign Exchange Currency Trading.
The purpose of this RFP is to evaluate, select and engage legal counsel for the litigation, on
behalf of PRIM and the PRIT Fund, of claims arising from foreign exchange services provided to
PRIM by its custodian, Bank of New York Mellon Corporation (“BNYM”). Some of the core basic
factual and legal issues relating to the litigation services that are the subject of this RFP are set
forth and alleged in publicly available filings in the following two legal actions:

In the Matter of The Bank of New York Mellon Corp., Docket No. 2011-0044 (Office of
the Secretary of the Commonwealth of Massachusetts, Securities Division) (A copy of
the Complaint is available online at
http://www.sec.state.ma.us/sct/archived/sctmellon/melloncomplaint.pdf). PRIM
directs respondents’ attention to paragraph 25 of this Complaint which sets forth
relevant language from the Custody Agreement between PRIM and BNYM.
Page 3 of 23

Commonwealth of Mass., ex rel. FX Analytics v. The Bank of New York Mellon
Corp., Civil Action No. 2012-01955 (Suffolk. Super. Ct., MA.) (unsealed qui tam
complaint; copy available online at
http://www.tenlaw.com/tenlaw/docs/complaint.pdf).
PRIM has disclosed to BNYM that it is considering bringing claims against BNYM relating to
BNYM’s foreign exchange services. PRIM and BNYM have agreed that the running of any statute
of limitations applicable to any such action or proceeding is tolled and suspended for the period
beginning on July 30, 2012 through July 29, 2013. An evaluation of the merits of the potential
action has been conducted and has concluded that PRIM has meritorious claims against BNYM.
PRIM will share this litigation evaluation analysis with finalist respondents, under attorney-client
privilege, after an initial evaluation of the Responses to this RFP is completed.
Publicly available reports estimate the overcharges to PRIM associated with BNYM’s foreign
currency exchange practices to be approximately $29 million over the course of approximately
the past decade.
Additionally, similar factual and legal issues related to BNYM’s provision of foreign exchange
services to other of its custodial clients can be found in filings related to the following legal
actions:

In Re Bank of New York Mellon Corp. Foreign Exch. Transactions Litig., 12-md-02335-LAK
(S.D.N.Y.) and the actions consolidated therein

United States of America v. The Bank of New York Mellon Corp., No. 11-cv-06969-LAK
(S.D.N.Y.) (A copy of the Complaint is available online at
http://graphics8.nytimes.com/packages/pdf/business/20111005-bank/BNYMComplaint2.pdf). On or about June 6, 2012, the United States Attorney filed a Second
Amended Complaint, a copy of which is available through the United States District
Court for the Southern District of New York’s ECF system.

State of New York, ex rel. FX Analytics v. Bank of New York Mellon Corp., Index No.
09/114735 (N.Y. Sup. Ct., N.Y. County) (A copy of the Complaint is available online at
http://www.ag.ny.gov/sites/default/files/press-releases/2011/2011-10-04complaint.pdf).

State of Florida ex rel. FX Analytics v. The Bank of New York Mellon Corp., Case No. 2009
CA 4140 (Second Jud. Cir. Leon County, Fl.) (A copy of the Complaint is available online
at http://myfloridalegal.com/webfiles.nsf/WF/JDAS8KMRNR/$file/BNYMellonComplaintinIntervention8-11-11.pdf).

Commonwealth of Virginia ex rel. FX Analytics v. The Bank of New York Mellon Corp.,
Case No. CL-2009-15377 (Fairfax County Cir. Ct., Va.) (A copy of the Complaint is
available online at http://www.fairfaxcounty.gov/courts/cases/cw-v-bank-of-nymellon/pdfs/complaint-in-intervention.pdf. In or about November 2012, Virginia and
BNYM settled this action. The settlement is reported in the following Wall Street
Page 4 of 23
Journal article: http://online.wsj.com/article/BT-CO-20121108-723724.html.
Similar factual issues and claims have been alleged against State Street Corporation, which has
no relationship with PRIM. These claims may nonetheless be of interest to respondents and can
be found in the following legal actions:

Arkansas Teacher Retirement System v. State Street Corporation, No. 11-CV-10230
(MLW) (U.S.D. Ct. D. Mass.)

State of California v. State Street Corp., Case No. 34-2008-00008457-CU-MC-GDS (Cal.
Superior Ct., Sacramento Co.) (A copy of the Complaint is available online at
http://graphics8.nytimes.com/packages/pdf/business/21StateStreetInitialComplaint.pdf).
IV. RESPONSE SPECIFICATIONS.
A.
Response Deadline.
The completed response, including all attachments, must be received electronically via e-mail
received at swong@mapension.com by 3:00 p.m. EST on Monday, March 11, 2013 (the
“Response Deadline”). Any Response received after the Response Deadline will not be
considered.
All electronic documents submitted must be 10MB or smaller in size. If necessary, the
respondant should separate the RFP submission into multiple emails to ensure that the 10 MB
size requirement is met. The respondant is responsible for ensuring that a complete electronic
RFP response is received prior to the Response Deadline.
In addition, one hard copy of the response should be sent and received by 3:00 p.m., EST,
Monday, March 11, 2013 to:
Samantha Wong
Procurement Officer
Pension Reserves Investment Management Board
84 State Street, Suite 250
Boston, Massachusetts 02109
swong@mapension.com
Copies of this RFP can be obtained electronically from the PRIM website at
www.mapension.com.
B.
Cover Letter and Required Attachments/Enclosures.
RFP responses must include the following information:
The Response must be accompanied by a cover letter signed by at least one individual
who is authorized to bind the Respondent contractually. This cover letter must include:
a. An executive summary of the Response;
b. The Respondent’s name, address, telephone number and email address;
Page 5 of 23
c. The name of the person proposed to be the primary PRIM client contact of the
Respondent;
d. The title or position which the signer of the cover letter holds; and
e. A statement to the effect that the Response is a firm and irrevocable offer of the
Respondent.
The cover letter must contain the following attachments/enclosures:
a) Qualifications and Experience. All responses must include a statement that the
Respondent meets the minimum qualifications required by Section VI below and should
set forth any additional experience and expertise as described in Section VII below. The
response should also provide a description and history of the Respondent.
b) Resumes of Individuals. All responses must include a resume for each individual who
will be providing services as well as written descriptions of such individuals’ experience
in the categories of services and/or related duties identified and sought by this RFP. All
Respondents must identify the individual(s) who will have primary responsibility for
contact and communications with PRIM. PRIM reserves the right to reject, in PRIM’s
sole discretion, a Respondent’s use of any particular individual to perform services. Any
changes to personnel identified in the response will require approval by PRIM, and PRIM
reserves the right to terminate a contract if such changes are not approved.
c) Conflicts of Interest. Responses must describe any existing or potential conflict of
interest, including issue conflicts and joint representation conflicts associated with the
claims identified in Section III, that will or could arise and that should be considered,
and provide sufficient facts, legal implications, and possible effects so that the
significance of each potential conflict can be evaluated and appreciated.
d) Malpractice and Discipline. Respondents must provide the dollar limits of malpractice
and/or errors/omissions coverage and state whether the Respondent has settled any
past claims or has any claims pending against it currently related to similar services.
Please indicate whether the Respondent or any attorneys identified in the response
have been named as a defendant in any malpractice or disciplinary actions and if so,
briefly describe any such action and the outcome of such action.
e) References. All responses must identify at least three (3) client references, and
preferably clients who have utilized the Respondent on matters related to the services
called for by this RFP. The references must include a contact person, a full address, an
email address, and phone number. PRIM will presume that the persons identified in the
response provided services to the client references listed, unless the response indicates
otherwise.
f)
Pending Litigation. All responses must include details of any judgment, criminal
conviction, investigation or litigation pending against the Respondent or any of its
officers, directors or employees, or a statement that there are none.
Page 6 of 23
g) Representations and Warranties. The Representations and Warranties contained in
Section X hereof, signed by an authorized officer of the Respondent, must be included.
h) Disclosure Statements. Attached to this RFP as Exhibit D are two Disclosure
Statements, one for PRIM and one for the Public Employee Retirement Administration
Commission (PERAC). Each response must include the completed disclosure forms
submitted as an attachment to the cover letter referenced above. You must complete
both the PRIM and PERAC disclosure forms or your submission may not be considered.
C.
Public Records Act.
In accordance with Chapter 66, Section 10 and Chapter 4, Section 7 of the Massachusetts
General Laws, all responses may be deemed public records, and as such may be subject to
requests for public disclosure and may not be protected by the attorney-client privilege. After
an initial evaluation of the Responses to this RFP, certain Respondents may be asked to provide
legal analysis and/or describe litigation approaches under the protection of the attorney-client
privilege.
D.
Withdrawal/Irrevocability of Responses.
Respondents may withdraw and resubmit responses prior to the Response Deadline. No
withdrawals or re-submissions will be allowed after the Response Deadline.
E.
Waiver/Cure of Minor Informalities, Errors and Omissions.
PRIM reserves the right to waive or permit cure of minor informalities and/or errors and/or
omissions prior to the selection of finalists, and to conduct discussions with any qualified
Respondents and to take any other measures with respect to this RFP in any manner necessary
to serve the best interests of PRIM and its beneficiaries.
F.
Communications with PRIM.
PRIM’s Procurement Officer for this RFP is:
Samantha Wong
Procurement Officer
Pension Reserves Investment Management Board
84 State Street, Suite 250
Boston, Massachusetts 02109
swong@mapension.com
As of Monday, February 4, 2013, persons and entities intending to submit a Response should
not contact any PRIM staff, members of the Administration & Audit Committee, or any other
PRIM committees, members of the PRIM Board, or employees of the Massachusetts Treasury,
other than the Procurement Officer identified above. An exception to this rule applies to
persons and entities currently doing business with PRIM, but any such contact made with
persons other than the Procurement Officer must be limited to that business, and must not
relate to this RFP. In addition, Respondents should not discuss this RFP with any employee of
PRIM’s custodian, other PRIM managers, consultants, PRIM’s legal counsel, or other PRIM
advisors. Failure to observe this rule is grounds for disqualification.
Page 7 of 23
G.
Questions Relating to this RFP.
All questions concerning this RFP must be received by the Procurement Officer by 3:00 p.m. EST
on Tuesday, February 12, 2013 (the "Question Deadline") in writing only, via e-mail sent to
swong@mapension.com. Questions received in accordance with this section will be answered
and circulated by e-mail to all Respondents who have proposed a question or who have
requested in writing a copy of the questions and the responses. Questions or requests for a
copy of the questions and the responses, submitted after the Question Deadline, will not be
considered.
H.
Incurring Costs.
PRIM will not be responsible for any costs incurred prior to entering into a contract with the
selected proposer or proposers.
I.
Rejection of Responses; Cancellation.
PRIM reserves the right in its sole discretion to reject any response, as well as the right to reject
all responses submitted in response to this RFP, and/or to cancel and/or rescind the
procurement at any time, for any reason or for no reason.
J.
Selection Process
At the conclusion of the evaluation process, PRIM will select, in the order of preference, two or
more Respondents whose professional qualifications, proposed services, and fee proposals are
deemed most meritorious. Negotiations shall then be conducted, beginning with the
Respondent ranked first. If a contract satisfactory and advantageous to PRIM can be negotiated
on fee terms considered fair and reasonable, the award shall be made to that Respondent.
Otherwise, negotiations with that Respondent will be terminated and negotiations will be
conducted with the Respondent ranked second, and so on, until a contract is negotiated on fair
and reasonable fee terms acceptable to PRIM.
V. TENTATIVE TIME TABLE.
The following is the tentative time schedule for PRIM’s procurement for law firms to provide
Legal Counsel Services for Litigation Related to Foreign Exchange Currency Trading. All dates are
subject to modification by PRIM.
Issuance of RFP:
Monday, February 4, 2013
RFP Question Deadline:
Tuesday, February 19, 2013
3:00 p.m. EST
RFP Response Deadline:
Monday, March 11, 2013
3:00 p.m. EST
Page 8 of 23
VI.
MINIMUM QUALIFICATIONS.
A Respondent must meet the following minimum qualifications to be given further
consideration. Failure of a Respondent to meet the minimum qualifications will result in the
Response’s rejection. Please describe your Minimum Qualifications as outlined below. Please
list each minimum qualification requirement and describe specifically how you meet it.
All Respondents must meet the following minimum qualifications:
1. The primary individual responsible for providing the services identified in Section III of this
RFP must have at least five years of relevant litigation experience and each response must
include an attorney, or attorneys collectively, with experience in litigation involving
contracts, currency exchange, fiduciary duties, agent/principal, and M.G.L. c. 93A.
2. The Respondent’s key professionals and/or organization must not have material conflicts of
interest with PRIM or the Office of the state Treasurer or Attorney General.
3. The Respondent must not represent BNYM.
4. The Respondent must be admitted to law practice in Massachusetts or be able to affiliate
with counsel admitted in Massachusetts such that the Respondent may appear in
Massachusetts courts.
VII.
ADDITIONAL QUALIFICATIONS.
Please describe your firm’s experience and expertise in each of the areas outlined below.
Please describe your firm’s experience and capability in handling large and complex litigation,
and in particular the areas of litigation described in Section VI.A.1 of this RFP.
Please describe your firm’s experience in electronic discovery, and practices and procedures in
regard to electronic discovery, both in (1) Massachusetts state court litigation, and (2) federal
court litigation. Please also describe any relevant experience of your firm with regard to the
Massachusetts Public Records Act, and in particular in regard to litigation against or on behalf of
a governmental entity subject to the Massachusetts Public Records Act.
Please state whether your firm has experience in litigation involving banking, securities, and the
false claims act and describe the extent of your firm’s experience in these fields.
Please state whether you wish to be considered for trial court work only or for appellate work as
well, and please describe your firm’s relevant experience in each.
Please indicate and describe the willingness of your firm, and also the past experience of your
firm, in undertaking large and complex litigation, of the type describe in this RFP, on a
contingent fee basis, and/or on a mixed “hybrid” basis involving contingent fee, flat fee, hourly
fee, or some combination thereof.
Page 9 of 23
Are any of the attorneys, listed in your firm’s Response as having relevant experience and
expertise, admitted to practice in New York, and does your firm have an office in or near New
York City?
VIII.
SELECTION CRITERIA.
1. Required Qualifications. Respondents must demonstrate that they have significant
experience, knowledge and abilities in the categories of services set forth in Section III, VI
and VII of this RFP.
2. Evaluation Process and Criteria. Selection of Respondents to provide services will be based
on the following criteria:
a) Ability of the Respondent to respond to and meet the guidelines and conditions set
forth in this RFP.
b) Demonstrated capacity and organizational structure to perform the type of services
sought in this RFP.
c) Qualifications and experience of the Respondent and the primary personnel identified
to provide the services.
d) Record of performance with other clients.
e) Experience in providing similar services to other clients.
f)
Demonstrated knowledge of and experience in the Scope of Services identified in
Section III.
g) Reasonableness of the proposed fees and billing structure, including a stated willingness
(and preferably a commitment) to offer additional discounts and flat and/or contingent
fees.
h) Any other criteria that relate to the Respondent’s qualifications and to the
determination of the value of the services that the Respondent proposes to provide.
While the order of these factors generally does not denote relative importance, PRIM
acknowledges that selecting “best value” providers primarily requires a balanced
combination of (1) reasonable offered rates, and the availability of discounted rates and
fees, including flat and/or contingent fees, and (2) strong experience and demonstrated
expertise in the categories of services identified in Section III, VI, and VII of this RFP.
PRIM reserves the right to consider such other relevant factors as it deems appropriate in
order to obtain “best value” providers of these services. PRIM may or may not seek
additional information from Respondents prior to making selections. After submission and
review of Responses, PRIM may determine, in its sole discretion, if interviews of one or
more Respondents will be conducted.
Page 10 of 23
IX.
FEE PROPOSAL(S).
NAME OF RESPONDENT
All responses must include a detailed explanation of the fee proposed. If hourly rates are
proposed, the response must specify the hourly rate for each specific named individual identified
as a provider of services. The offered rates and proposed billing structure should including a
stated willingness (and preferably a commitment) to offer additional discounts, flat fees,
contingent fees, blended rates, fee caps, use of junior attorneys as appropriate, and any and other
forms of competitive pricing. Please be detailed and specific in outlining your fee proposal(s).
Please note that state finance law prohibits payments of retainers in advance of the provision of
services.
Additionally, Respondents must include an explanation of any other expenses (i.e., photocopying,
telephone usage, etc.).
Page 11 of 23
X.
REPRESENTATIONS AND WARRANTIES.
All Respondents are required to submit an executed copy of the following Representations and
Warranties as an attachment to the cover letter described in Section IV.B of this RFP:
A. Respondent warrants that all the information it provides in the response to this RFP is true
and correct and does not omit any material facts or information that is responsive.
B. Respondent warrants that it maintains an errors and omissions coverage policy providing a
prudent amount of coverage for negligent acts or omissions and that such coverage will be
applicable to services provided to PRIM under this RFP.
C. Respondent warrants that it will not delegate its responsibilities without prior approval from
PRIM.
D. Respondent warrants that it has not been in bankruptcy and/or receivership within the last
three calendar years.
E. Respondent warrants that each of the individual attorneys listed in its proposal is a member
in good standing in all jurisdictions in which admitted and has all licenses and registrations
necessary to perform the RFP’s services.
F. Respondent warrants that it has completed, obtained, and performed all registrations,
filings, approvals, authorizations, consents or examinations required by a government or
governmental authority for services to be provided pursuant to this RFP.
G. Respondent warrants that it will adhere to fee prices and information outlined in the Fee
Proposal.
H. Respondent warrants that it meets all of the minimum qualifications required by the RFP.
Name of Respondent
_____________________
Date
Signature
_____________________
Title
Page 12 of 23
EXHIBITS
Page 13 of 23
EXHIBIT A
PRIM’s Strategic Asset Allocation
Long Term Target
Allocation
Active/Passive
43%
19%
35%/65%
16%/84%
U.S. Large Cap
15%
20%/80%
U.S. SMID Cap
4%
0%/100%
17%
7%
50%/50%
50%/50%
Core Fixed Income
13%
55%/45%
Value-Added Fixed Income
High Yield
Bank Loans
Emerging Markets Debt - USD
Emerging Markets Debt – Local
Currency
Distressed Debt
10%
1.5%
1.5%
1%
100%/0%
100%/0%
100%/0%
100%/0%
100%/0%
Private Equity
10%
Real Estate
10%
Timber/Natural Resources
4%
Hedge Funds
10%
Asset Class
Global Equity
U.S. Equity
Developed Non-U.S. Equity
Emerging Markets Equity
2%
4%
Page 14 of 23
100%/0%
EXHIBIT B
Current Investment Managers
GLOBAL EQUITY
US DOMESTIC EQUITY
INTECH
PIMCO
SSGA Russell 2500 - Passive
SSGA S&P 500 - Passive
INTERNATIONAL EQUITY
Ballie Gifford
Marathon Asset Management
Mondrian Investment
SSGA MSCI World ex-US IMI - Passive
EMERGING MARKETS EQUITY
AshmoreEMM
GMO
T. Rowe Price
Wasatch
Acadian
SSGA MSCI EME IMI - Passive
FIXED INCOME
CORE FIXED INCOME
InflationCore
Linked
BlackRock BlackRock TIPS
Passive
(Passive)
BlackRock
Loomis
Inflation Linked
Bonds
PIMCO
Access Capital ETI
Community
Capital
Management ETI
AFL-CIO HIT - ETI
High Yield
VALUE ADDED FIXED INCOME
Emerging
Bank Loans
Distressed Debt
Markets
Fidelity
Ashmore
ING
Oaktree Capital
Loomis
PIMCO
Eaton Vance
Angelo, Gordon &
Co. LP
Shenkman
Investec
Stone Harbor
Pictet
Trust Company of
the West
Wayzata Investment
Partners
Avenue Capital
Centerbridge
Summit Partners
Page 15 of 23
EXHIBIT B
Current Investment Managers
(Continued)
REAL ESTATE & REITS
TIMBER/NATURAL RESOURCES (NR)
AEW
JP Morgan Investment
Management
Timber
Forest Investment
Associates
TA Associates
The Campbell Group
Public NR
Jennison
Associates
T.Rowe
Price
INVESCO Real Estate
LaSalle Investment
Management
INVESCO (REIT)
RREEF (REIT)
Urdang (REIT)
European Investors (REIT)
New Boston Fund - ETI
Canyon Johnson Urban
Funds - ETI
Intercontinental Real
Estate - ETI
Private NR
Quantum Energy
Partners
Tenaska Capital
Management
Denham Capital
HEDGE FUNDS
PAAMCO*
Anchorage
Arrowgrass
Ascend
BlueCrest
Brevan Howard
Brigade
Capula
Claren Road
Davidson Kempner
Elliott
Glenview
Highfields
Indus
King Street
Och-Ziff
Pershing Square
Samlyn
Taconic
Winton
York
*Hedge Fund of Funds, target is 15% of total Hedge Fund allocation.
Page 16 of 23
PRIVATE EQUITY
Advent International
Clayton, Dubilier & Rice
GTCR
Nash, Sell & Partners
Summit Ventures
Alchemy Partners
Code Hennessey & Simmons
H.I.G. Capital
Nautic Partners
TA Associates/Advent
Alta Communications
Commonwealth Bioventures
New Enterprise
Associates
American Securities
Cornerstone
Technology Crossover
Ventures
Tenaska Capital
Management
Angelo Gordon
Crossroads Capital
Hancock Venture
Partners
Harborvest
Partners
Hellman &
Friedman
APAX Partners & Co.
CVC Capital
Highland Capital
Apollo Management
Co.
Davis, Tuttle Venture Partners
Index Ventures
Austin Ventures
Denham Capital Management
Avenue Capital
Dominion Ventures
Bain Capital
DLJ Merchant Banking
Battery Ventures
Nordic Capital
Oaktree Capital
Management
Odyssey Investment
Partners
Texas Pacific Group
The Cypress Group
Olympus
The Vista Troup
One Liberty Ventures
Thoma Bravo
Onex Partners
Thoma Cressey Equity
Partners
InterWest Partners
PAI Europe
Thomas H. Lee Company
El Dorado Ventures
J.H. Whitney
Permira Advisers
Limited
Tourquest Partners
Berkshire Partners, LLC
Equitable Capital
Management
Joseph, Littlejohn
& Levy
Polaris
Towerbrook Capital
Beta Management
Partners
Essex Woodlands
Kelso & Company
Trident Capital
Management
The Blackstone Group
Ethos Private Equity
Boston Ventures
Exponent Partners
Bridgepoint
FH & Co.
Keytone Capital
Partners
Kohlberg Kravis
Roberts & Co.
KPS Capital
Partners
Providence Equity
Partners
Quad - C
Management, Inc.
Quantum Energy
Partners
Rembrandt Venture
Partners
Brown Brothers
Harriman & Co.
Fidelity Management Trust
Company
Landmark Partners
Richland Ventures
Vestar Equity Partners
Candover
First Reserve Corporation
SAIF Partners
Vista Equity Partners
Capital Resource
Partners
Flagship Ventures (ETI)
Schroder Ventures
Life Sciences
Wayzata Investment
Partners
Carlyle Group
Forstmann Little & Co.
SCP Private Equity
Management
Weintraub
Castile Ventures (ETI)
Frontenac
Menlo Ventures
Sentry Financial
Welsh, Carson, Anderson &
Stowe
Centerbridge
Associates
FX Equity
MFA
Sherbrook Capital
Weston Presidio
Charles River
Genstar Capital Partners
Gilde Buyout Partners
Smith Management
Company
Southern California
Ventures
WestView Capital
Management
Charlesbank Capital
Partners
Montagu Private
Equity
Montreux Equity
Partners
Charterhouse Group
Golder, Thoma, Cressey
Morgan Holland
Spark Capital
Willis Stein & Partners
Chequers Capital
Gores Technology Group
Narragansett
Capital
Spectrum Equity
Partners
Xenon Private Equity
Insight Venture
Partners
Institutional
Venture Partners
M/C Venture
Partners
Madison Dearborn
Capital Partners
Massachusetts
Technology
Development
Page 17 of 23
Trust Company of the West
Union Square Ventures
VantagePoint Venture
Partners
William Blair & Co.
EXHIBIT C
PRIM External Advisers
Fund Advisors
 Callan – Long Only (Public Markets)
 NEPC – Asset Allocation
 Cliffwater LLC – Direct Hedge Funds Program
 Hamilton Lane – Private Equity
 The Townsend Group – Real Estate
Independent Auditors
 KPMG, LLP – PRIM Board and PRIT Fund
 KPMG, LLP – Real Estate/Timberland and Hedge Fund
 Deloitte & Touche, LLP – Tax Advisory Services
Custodian
 BNY Mellon
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EXHIBIT D
Disclosure Forms
PRIM Disclosure Form
PERAC Disclosure Form
Page 19 of 23
PRIM Board Disclosure Statement
COMMONWEALTH OF MASSACHUSETTS
PENSION RESERVES INVESTMENT MANAGEMENT BOARD
THIRD PARTY DISCLOSURE STATEMENT
FIRM:
ADDRESS:
_________________________
_________________________
_________________________
_________________________
Third parties seeking to provide investment management, consulting, custody and recordkeeping,
auditing and other professional services, related to the management of the Commonwealth of
Massachusetts PRIM and the Pension Reserves Investment Trust Fund must complete a disclosure
statement providing complete and accurate responses to the questions below. Firms selected to
provide such services to PRIM have a continuing obligation to update responses to these questions, in
writing, immediately upon any change to such responses. The questions in this Disclosure Statement
should be read broadly, and any perceived ambiguity should be resolved in favor of disclosure. Any
questions concerning the disclosures required should be directed to the PRIM Board’s Executive
Director.
1. Identify any relationship of the firm, its joint ventures, consultants, lobbyists, subcontractors,
agents, or placement agents that relate in any way to the engagement.
2. Aside from the engagement, describe any services provided by the firm to PRIM or the PRIT Fund.
3. Aside from the services described in response to question no. 2, above, describe any services
provided by the firm to the Office of the Treasurer or any trust, board, commission or authority of
which the Treasurer is a member or trustee. (A list of such entities is attached.)
4. Provide the following information. Complete and thorough answers to each section (a-e) are
required.
a.
A statement whether the firm or any of its principals, employees, agents or affiliates has
compensated or agreed to compensate, directly or indirectly, any person or entity to act
as a Placement Agent in connection with the investment. If a Placement Agent or Agent of
any kind was utilized in connection with this engagement, please list the name, address
and principal agents of the firm.
b.
A description of any and all compensation of any kind provided or agreed to be provided
to a Placement Agent, including the nature, timing and value thereof. Compensation to
Placement Agents shall include compensation to third parties as well as employees of the
firm who are retained in order to solicit, or who are paid based in whole or in part upon,
an investment.
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c.
A description of the services performed by the Placement Agent and a statement as to
whether the Placement Agent is utilized by the firm with all prospective clients or only
with a subset of the firm’s prospective clients.
d.
A statement that the Placement Agent (or any of its affiliates, as applicable) is registered
with the Securities and Exchange Commission or the Financial Industry Regulatory
Association and the details if such registration.
e.
A statement whether the Placement Agent, or any of its affiliates, is registered as a
lobbyist with any state or national government.
* A Placement Agent is Any person or entity hired, engaged or retained by or acting on behalf of
the firm or on behalf of another Placement Agent as a finder, solicitor, marketer, consultant,
broker or other intermediary to raise money or investment from or to obtain access to Board,
directly or indirectly.
Signed under the pains and penalties of this ____ day of _________, 2013.
Name:
Title:
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Treasurer’s Principal Boards, Commissions and Authorities
1) Finance Advisory Board – M.G.L. c.6, s97-8
2) State Comptroller’s Advisory Board – M.G.L. c.5A, s2
3) Investment Advisory Council – M.G.L. c.10, s5B
4) State Retirement Board – M.G.L. c.10, s18
5) Teacher’s Retirement Board M.G.L c.15, s16
6) State Lottery Commission – M.G.L. c.10, s23
7) Alcoholic Beverages Control Commission – M.G.L. c.10, s70
8) School Building Authority – M.G.L. c70B, s3A
9) Commonwealth Covenant Fund – M.G.L. c10, s35EE
10) Health Care Security Trust – M.G.L c29D, s6D
11) Commissioners on Firemen’s Relief – M.G.L c10, s21
12) Retirement Law Commission – M.G.L. c10, s35I
13) Board of Bank Incorporation – M.G.L. c.26, s5
14) Water Pollution Abatement Trust – M.G.L. c.29, s2
15) Pension Reserves Investment Management – M.G.L. c.32, s23(2A)
16) Massachusetts Convention Center Authority – Chapter 190 of the Acts of 1982 ss31- 48
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Obtain PERAC form at the following website:
http://www.mass.gov/perac/forms/0803disclosurestatementconsultants.pdf
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