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 WongProcurement Officer

Pension Reserves Investment Management Board84 State Street, Suite 250

Boston, Massachusetts 02109swong@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, CFAExecutive Director

84 State Street, Second FloorBoston, Massachusetts 02109

Steven Grossman, Treasurer and Receiver General, ChairMichael G. Trotsky, CFA, Executive Director and Chief Investment Officer

Chief Investment Officer

Page 2 of 25

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 3 of 25

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 4 of 25

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/BNYM-Complaint2.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/2011/2011-10-04-complaint.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/JDAS-8KMRNR/$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-ny-mellon/pdfs/complaint-in-intervention.pdf. In or about November 2012, Virginia and

Page 5 of 25

BNYM settled this action. The settlement is reported in the following Wall Street 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 WongProcurement Officer

Pension Reserves Investment Management Board84 State Street, Suite 250

Boston, Massachusetts 02109swong@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 6 of 25

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 7 of 25

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 WongProcurement Officer

Pension Reserves Investment Management Board84 State Street, Suite 250

Boston, Massachusetts 02109swong@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 8 of 25

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, 20133:00 p.m. EST

RFP Response Deadline: Monday, March 11, 20133:00 p.m. EST

Page 9 of 25

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 10 of 25

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 11 of 25

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 12 of 25

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 13 of 25

EXHIBITS

Page 14 of 25

EXHIBIT APRIM’s Strategic Asset Allocation

Asset Class Long Term Target Allocation

Active/Passive

Global Equity 43% 35%/65%U.S. Equity 19% 16%/84%

U.S. Large Cap 15% 20%/80%

U.S. SMID Cap 4% 0%/100%

Developed Non-U.S. Equity 17% 50%/50%Emerging Markets Equity 7% 50%/50%

Core Fixed Income 13% 55%/45%

Value-Added Fixed Income 10% 100%/0%High Yield 1.5% 100%/0%Bank Loans 1.5% 100%/0%Emerging Markets Debt - USD 1% 100%/0%Emerging Markets Debt – Local Currency 2% 100%/0%

Distressed Debt 4% 100%/0%

Private Equity 10%

Real Estate 10%

Timber/Natural Resources 4%

Hedge Funds 10%

Page 15 of 25

EXHIBIT BCurrent Investment Managers

GLOBAL EQUITYUS DOMESTIC EQUITY INTERNATIONAL EQUITY EMERGING MARKETS EQUITYINTECH Ballie Gifford AshmoreEMMPIMCO Marathon Asset Management GMOSSGA Russell 2500 - Passive Mondrian Investment T. Rowe PriceSSGA S&P 500 - Passive SSGA MSCI World ex-US IMI - Passive Wasatch

AcadianSSGA MSCI EME IMI - Passive

FIXED INCOMECORE FIXED INCOME VALUE ADDED FIXED INCOME

Core Inflation-Linked High Yield Emerging

Markets Bank Loans Distressed Debt

BlackRock - Passive

BlackRock TIPS (Passive) Fidelity Ashmore ING Oaktree Capital

LoomisBlackRock Inflation Linked Bonds

Loomis PIMCO Eaton Vance Angelo, Gordon & Co. LP

PIMCO Shenkman Investec Trust Company of the West

Access Capital - ETI Stone Harbor Wayzata Investment

PartnersCommunity Capital Management - ETI

Pictet Avenue Capital

AFL-CIO HIT - ETI CenterbridgeSummit Partners

Page 16 of 25

EXHIBIT BCurrent Investment Managers

(Continued)

REAL ESTATE & REITS TIMBER/NATURAL RESOURCES (NR)AEW Timber Public NR Private NRJP Morgan Investment Management

Forest Investment Associates

Jennison Associates

Quantum Energy Partners

TA Associates The Campbell Group T.Rowe Price

Tenaska Capital Management

INVESCO Real Estate Denham CapitalLaSalle Investment ManagementINVESCO (REIT)RREEF (REIT)Urdang (REIT)European Investors (REIT)New Boston Fund - ETICanyon Johnson Urban Funds - ETIIntercontinental Real Estate - ETI

HEDGE FUNDSPAAMCO* ElliottAnchorage GlenviewArrowgrass HighfieldsAscend IndusBlueCrest King StreetBrevan Howard Och-ZiffBrigade Pershing SquareCapula SamlynClaren Road TaconicDavidson Kempner Winton

York*Hedge Fund of Funds, target is 15% of total Hedge Fund allocation.

Page 17 of 25

PRIVATE EQUITYAdvent 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 Hancock Venture Partners

New Enterprise Associates

Technology Crossover Ventures

American Securities Cornerstone Harborvest Partners Nordic Capital Tenaska Capital

Management

Angelo Gordon Crossroads Capital Hellman & Friedman

Oaktree Capital Management Texas Pacific Group

APAX Partners & Co. CVC Capital Highland Capital Odyssey Investment Partners The Cypress Group

Apollo Management Co. Davis, Tuttle Venture Partners Index Ventures Olympus The Vista Troup

Austin Ventures Denham Capital Management Insight Venture Partners One Liberty Ventures Thoma Bravo

Avenue Capital Dominion Ventures Institutional Venture Partners Onex Partners Thoma Cressey Equity

Partners

Bain Capital DLJ Merchant Banking InterWest Partners PAI Europe Thomas H. Lee Company

Battery Ventures 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 Providence Equity

PartnersTrident Capital Management

The Blackstone Group Ethos Private Equity Keytone Capital Partners

Quad - C Management, Inc. Trust Company of the West

Boston Ventures Exponent Partners Kohlberg Kravis Roberts & Co.

Quantum Energy Partners Union Square Ventures

Bridgepoint FH & Co. KPS Capital Partners

Rembrandt Venture Partners

VantagePoint Venture Partners

Brown Brothers Harriman & Co.

Fidelity Management Trust Company Landmark Partners Richland Ventures Vestar Equity Partners

Candover First Reserve Corporation M/C Venture Partners SAIF Partners Vista Equity Partners

Capital Resource Partners Flagship Ventures (ETI) Madison Dearborn

Capital PartnersSchroder Ventures Life Sciences

Wayzata Investment Partners

Carlyle Group Forstmann Little & Co.Massachusetts Technology Development

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 Montagu Private Equity

Smith Management Company

WestView Capital Management

Charlesbank Capital Partners Gilde Buyout Partners Montreux Equity

PartnersSouthern California Ventures William Blair & Co.

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

Page 18 of 25

Page 19 of 25

EXHIBIT CPRIM 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

Page 20 of 25

EXHIBIT DDisclosure Forms

PRIM Disclosure Form

PERAC Disclosure Form

Page 21 of 25

PRIM Board Disclosure Statement

COMMONWEALTH OF MASSACHUSETTSPENSION 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.

Page 22 of 25

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:

Page 23 of 25

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

Page 24 of 25

Obtain PERAC form at the following website:

http://www.mass.gov/perac/forms/0803disclosurestatementconsultants.pdf

Page 25 of 25