October 15, 2012

Dear Potential Provider:

The Massachusetts Pension Reserves Investment Management Board (“PRIM”) is requesting proposals from firms interested in providing Active Domestic (U.S.) Small/Mid (SMID) Market Capitalization (Cap) or Active Domestic (U.S.) Small Cap Equity Investment Management Services.

The procurement officer for this RFP is Ms. Sarah N. Samuels, CFA. To be considered for selection, candidates must respond to the Request for Proposals (RFP) by submitting an electronic copy of its response via e-mail to ssamuels@mapension.com received by 3:00 p.m. ET on Friday, November 16, 2012. In addition, one original and one hard copy of the response should be sent to:

Ms. Sarah N. Samuels, CFAInvestment Officer – Public Markets

Pension Reserves Investment Management Board84 State Street, Second Floor

Boston, MA 02109

Further instructions for response submission are included in the RFP. Questions concerning the RFP must be submitted to and received by the procurement officer no later than 3:00 p.m. ET on Monday, October 22, 2012.

We appreciate the time and effort required to respond to this RFP. We look forward to your response.

Sincerely,

Michael G. Trotsky, CFAExecutive Director

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Table of Contents

Description PageI. Scope of Services 4II. Background Information 4III. Selection Process and Selection Criteria 7IV. Minimum Qualifications 7V. RFP Specifications 8VI. Time Table 10VII. Questionnaire 11VIII. Fee Proposal 22IX. Representations and Warranties 23

Exhibits

Description PageA PRIM’s Strategic Asset Allocation and Current Investment Managers 27B PRIM Employee Organizational Chart 33C Members of the PRIM Board and Committees 37D PRIM Board Operating Trust Agreement 39E PRIM and PERAC Disclosure Forms 55F Portfolio Data Requests – Spreadsheet 61G Sample Investment Management Agreement 63H PRIM Investment Policy 81

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REQUEST FOR PROPOSALS (RFP)

Active Domestic (U.S.) Small/Mid (SMID) Market Capitalization (Cap) or Active Domestic (U.S.) Small Cap Equity Investment Management Services

October 15, 2012

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I. SCOPE OF SERVICES.The purpose of this Request for Proposals (RFP) is to solicit proposals from qualified investment managers to manage an equity portfolio focused on Active Domestic (U.S.) Small/Mid (SMID) Market Capitalization (Cap) or Active Domestic (U.S.) Small Cap Equity Investment Management Services. Up to $1 billion in total may be allocated to active management in the above mentioned sub-asset classes. Respondents with multiple products are invited to apply. Respondents may submit responses for more than one mandate, but separate responses must be received for each product submitted.

The selected respondent, upon execution of the contract, shall perform and provide the following, as requested by PRIM, and subject to Massachusetts law and policies:

1. Understand and act in accordance with PRIM’s investment policies.

2. Assist in the creation and be responsible for the management of a separate account invested in equity securities.

3. Conduct in-depth analysis of securities prior to inclusion in the portfolio.

4. Outperform the benchmark chosen by PRIM. The overall U.S. SMID Cap Equity investment pool benchmark will be the Russell 2500 Index but individual managers and/or strategies may have other benchmarks determined to be more appropriate for their investment strategy.

5. Advise PRIM and appropriate staff on equity-related issues.

6. Develop and implement rigorous and thorough risk management practices to ensure that risk is managed and measured as appropriate for the goals of PRIM.

7. Reconcile to the custodian monthly and provide the reconciliation to PRIM staff.

8. Meet all of PRIM’s reporting and communication requirements.

A. Provide PRIM, appropriate staff and consultant with reports in a format as requested.

B. Respond promptly to periodic questions from PRIM or its designees.

C. Meet, in-person or telephonically, at the request of PRIM staff. (At least, one annual review in-person in Boston).

D. Allow PRIM staff to conduct one annual on-site portfolio review.

E. Submit monthly transaction statements within two weeks of each calendar month-end.

ll. BACKGROUND INFORMATION.

1. Legal Structure of PRIM.PRIM was created in 1983 by the Commonwealth of Massachusetts to provide and manage the Pension Reserves Investment Trust (“PRIT”) Fund. The PRIT Fund was created to invest the assets of the State Employees’ and State Teachers’ Retirement Systems. Many local retirement systems also invest their pension assets in the PRIT Fund.

The mission of the PRIT Fund is to ensure that current and future pension benefit obligations are adequately invested in a cost-effective manner. PRIM seeks to maximize the total return on investments within acceptable levels of risk for a public pension fund. As of June 30, 2012, the PRIT Fund had net assets totaling approximately $50 billion. The current asset allocation targets are described in Exhibit A.

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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 PRIM; (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 nine-member board of trustees has the authority to employ an Executive Director, outside investment managers, custodians, consultants and others as it deems necessary; to formulate policies and procedures; and to take such other actions as necessary and appropriate to manage the assets of the PRIT Fund. As of June 30, 2012, the PRIT Fund had net assets totaling approximately $50 billion.

The PRIM Board has established four advisory committees: Investment, Administration and Audit, Real Estate & Timber, and Compensation. These committees are generally comprised of several Board members and also private citizens with investment and/or relevant business expertise. The majority of committee recommendations are presented to the Board for approval. The PRIM organizational chart is in Exhibit B, and a listing of the members of the PRIM Board, Investment Committee, Real Estate and Timber Committee, Administration and Audit Committee, and Compensation Committee can be found in Exhibit C.

2. Legislative Mandate.PRIM is governed by Massachusetts General Laws (“MGL”), Chapter 32, Sections 22 and 23 (web link: http://www.malegislature.gov/Laws/GeneralLaws/PartI/TitleIV/Chapter32/Section23) and oversees the PRIT Fund under the terms of PRIM’s Operating Trust dated July 15, 1988 and amended on September 22, 1998 (attached as Exhibit D). The members of the Board, in conjunction with the Executive Director, who serves at the pleasure of the Board, determine significant policies and decisions concerning the administrative and investment operations of PRIM and the PRIT Fund.

3. MGL Chapter 268A.The Massachusetts Conflict of Interest Law (web link: http://www.mass.gov/ethics/laws-and-regulations-/conflict-of-interest-information/conflict-of-interest-law.html) applies to all PRIM staff and volunteers.

4. Chapter 30A, Sections 18-25.The Massachusetts Open Meeting Law (MGL Chapter 30A, Sections 18-25, web link: http://www.mass.gov/ago/government-resources/open-meeting-law/) ensures transparency in public policy deliberations. The Open Meeting Law requires, with some exceptions, that meetings of public bodies such as PRIM be open to the public. It also seeks to balance the public’s interest in 1) observing the deliberations of public officials with 2) the government’s need to manage its operations effectively and efficiently.

5. Tobacco, Sudan and Iran Divestiture.

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On October 7, 1997, the Massachusetts legislature enacted, and the Governor signed into law, Chapter 199 of the Acts of 1997, which forbids the PRIT Fund from purchasing securities “of any company which derives more than 15 per cent of its revenues from the sale of tobacco products.” The legislation also required that the PRIT Fund divest itself of all such securities within three years. PRIM provides investment managers with a quarterly listing of these restricted securities.

On November 2, 2007, the Massachusetts legislature enacted, and the Governor signed into law, Chapter 151 of the Acts of 2007, which forbids the PRIT Fund from purchasing the securities of companies determined to be doing business in the Sudan. The legislation required that the PRIT Fund divest itself of all such securities within 12 months. PRIM provides investment managers with a quarterly listing of these restricted securities.

On August 4, 2010, the Massachusetts legislature enacted, and the Governor signed into law, Chapter 232 of the Acts of 2010, which forbids the PRIT Fund from purchasing the securities of companies determined to be doing business in Iran. The legislation required the PRIT Fund to divest itself of all such securities within 12 months. PRIM provides investment managers with a quarterly listing of these restricted securities.

6. PRIM’s Advisors.Outside advisors are engaged for their particular expertise and retained to assist PRIM in areas such as general portfolio strategy and investments, real estate, and private markets. Callan is PRIM's general consultant, NEPC is PRIM’s asset allocation consultant, CliffWater Associates is PRIM’s hedge fund consultant, Hamilton Lane is the private equity consultant, and The Townsend Group is the real estate and timber consultant. KPMG is the PRIT Fund’s Real Estate, Timber and Hedge Fund of Funds auditor. Deloitte provides general tax services. BNY Mellon is the PRIT Fund's custodian and is responsible for providing record-keeping and analytic performance valuations for the Fund.

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III. SELECTION PROCESS AND SELECTION CRITERIA.

Proposals will be evaluated by an evaluation committee which may include members of the PRIM Board, its advisory committees, staff, and others. Respondents may be invited to interview with the evaluation committee. The evaluation committee will present its results to the Investment Committee. The Investment Committee will then present a final recommendation to the PRIM Board for approval.

The committee will evaluate the respondent’s qualifications based on the following criteria:

1. Stability and general experience of the firm.

2. Experience and stability of the proposed team dedicated to PRIM.

3. Investment philosophy and process.

4. The product’s return and risk characteristics.

5. Client references.

6. Fee proposal.

IV. MINIMUM QUALIFICATIONS.

All Proposals must demonstrate that the respondent meets the following minimum qualifications. Failure of a Proposal to demonstrate that it meets these minimum qualifications will result in the Proposal’s rejection.

1. The firm must be an investment advisor registered with the SEC or otherwise exempt from registration. If exempt, the respondent must explain the nature of their exemption from registration.

2. The product(s) must have at least a continuous three year performance track record in compliance with GIPS performance presentation standards as of September 30, 2012. Simulated performance records will not be accepted.

3. The investment team on the PRIM account must be the same team whose performance track record is submitted.

4. The responding firm must have at least $250 million in assets under management in the subject product, or $750 million across active SMID and Small Cap Equity products as of September 30, 2012.

5. The responding firm must have been continuously operating as an investment management organization for at least three years as of September 30, 2012.

6. The responding firm must demonstrate the ability to offer PRIM a separate account structure for this mandate.

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V. RFP SPECIFICATIONS.

1. Deadline for Proposals. Proposals, including all attachments, must be delivered electronically via e-mail to ssamuels@mapension.com, received by 3:00 p.m. ET on Friday, November 16, 2012 (the “Proposal Deadline”). Any Proposal received after the Proposal Deadline will not be considered. The e-mail subject header must be in the following format: “PRIM US Small/SMID Cap RFP Response – Name of Responding Firm.”

In addition, one original and one copy of the Proposal must be delivered by 3:00 p.m. ET on Friday, November 16, 2012 to the procurement officer as listed below:

Ms. Sarah N. Samuels, CFAInvestment Officer – Public Markets

Pension Reserves Investment Management Board84 State Street, Second Floor

Boston, MA 02109

In addition, please e-mail your proposal to to the following representative of PRIM’s long-only consultant:

Ms. Mildred ViqueiraSenior Vice President

Callan Associatesmassprimsmallsmid@callan.com

All electronic documents submitted must be 10MB or smaller in size. If necessary, the respondent should separate the RFP submission into multiple emails to ensure that the 10 MB size requirement is met. The respondent is responsible for ensuring that a complete electronic RFP response is received prior to the Proposal Deadline.

The questions and/or requests made in this RFP should be duplicated in their entirety in the submitted response, with each question/request followed by an answer or response.

Faxed transmissions are NOT acceptable.

Copies of this RFP can be obtained electronically from the PRIM website at www.mapension.com.

2. Required Enclosures and Attachments.

A. Cover Letter. Proposals must be accompanied by a cover letter, which will be considered an integral part of the Proposal, and which shall be signed by at least one individual who is authorized to bind the respondent contractually. This cover letter must include: (a) the respondent’s name, address, telephone number and e-mail address; (b) the name of the primary contact for PRIM; (c) a statement to the effect that the Proposal is an irrevocable offer; and (d) an executive summary consisting of not more than 3 one-sided pages which summarizes the contents of the Proposal.

B. Responses to Minimum Qualifications (Section IV).

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The respondent must describe in sufficient detail how the firm meets the minimum qualifications.

C. Responses to Questions (Section VII).

D. Representations and Warranties. The Representations and Warranties contained in Section IX hereof, signed by an authorized representative of the respondent.

E. Disclosure Statement. Attached to this RFP as Exhibit E are two Disclosure Statements, one for PRIM and one for the Public Employee Retirement Administration Commission (PERAC). Each respondent submitting a Proposal must complete the two disclosure forms and submit both as attachments.

F. Fee Proposal. Each response must include a “Fee Proposal” (Section VIII).

G. Form ADV. The firm must submit its full Form ADV (Parts I and II).

3. Public Record.In accordance with MGL Chapter 66, Section 10 and Chapter 4, Section 7(26) (h), all materials submitted in response to this RFP are public records and as such are subject to requests for disclosure of public records.

4. 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 respondent and to take any other measures with respect to this RFP in any manner to serve the best interests of PRIM and its beneficiaries.

5. Communications with PRIM.Respondents, potential respondents, or their representatives should not contact PRIM after October 15, 2012 (including PRIM staff, members of the PRIM advisory committees, members of PRIM, or employees of the Massachusetts Treasury), other than the procurement officer listed above. In addition, respondents should not discuss this RFP with any employee of PRIM’s custodian, managers, consultants, legal counsel, or other advisors or persons/entities having contracts or other affiliations with PRIM.

FAILURE TO OBSERVE THIS RULE IS GROUNDS FOR DISQUALIFICATION.

6. Questions Regarding this RFP.All questions concerning this RFP must be delivered to the procurement officer, Sarah N. Samuels, CFA via email by 3:00 p.m. ET on Monday, October 22, 2012 (the "Question Deadline") at ssamuels@mapenison.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 by email a copy of submitted questions and PRIM’s responses. 7. Incurring Costs.PRIM is not responsible for any costs incurred by a respondent in responding to this RFP.

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8. Withdrawal/Irrevocability of Responses.Respondents may withdraw and resubmit Proposals prior to the Proposal Deadline. No withdrawals or re-submissions will be allowed after the Proposal Deadline.

9. Rejection of Responses; Cancelation.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 to cancel and rescind the procurement at any time, for any reason or for no reason.

VI. TIME TABLE.

PRIM Reserves the right to modify the following time table:

Issuance of RFP: October 15, 2012

RFP Question Deadline: October 22, 2012; 3:00 p.m. ET

RFP Response Deadline: November 16, 2012; 3:00 p.m. ET

Notification of Finalists (Tentative): Week of January 28, 2013

Evaluation committee Week of February 11, 2013Interviews: (Tentative)**

Investment Committee March 19, 2013Interviews: (Tentative)**

PRIM Board Meeting: April 2, 2013(Tentative)**

Projected May 1, 2013Commencement Date:

** Interviews, if necessary, are to be held in Boston at PRIM’s offices.

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VII. QUESTIONNAIRE.

RESPONDENT:

ADDRESS:

TELEPHONE #:

FACSIMILE #:

E-MAIL ADDRESS:

CLIENT CONTACT:

SIGNED:

Name (print):

Title:

Date:

Please indicate clearly which product your firm is submitting:

_________ U.S. SMID Cap Core _________ U.S. Small Cap Core

_________ U.S. SMID Cap Growth _________ U.S. Small Cap Growth

_________ U.S. SMID Cap Value _________ U.S. Small Cap Value

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1. SCOPE OF SERVICES.The respondent must describe in sufficient detail below how the Scope of Services in Section I will be accomplished.

2. ORGANIZATION.A. Indicate your firm’s fiduciary classification:

_____Bank_____Insurance Company_____Registered Investment Advisor (Investment Advisors Act of 1940)_____Affiliate of Fiduciary _____(Name and Classification)_____Other (Please explain)

B. Please provide a brief history of the firm. Include:

1) the month and year of SEC 1940 Act registration,

2) the month and year the firm began managing subject product portfolios,

3) the month and year the firm began managing subject product portfolios for U.S. tax-exempt clients

C. What is your firm’s competitive advantage? Is it sustainable? Why or why not?

D. Firm structure:

1) What is your firm’s legal business structure?

i. If owned by another firm, what percentage of the parent company’s revenue does your firm contribute? Indicate how the percentage of revenue has changed over the life of the arrangement or the last 10 years.

ii. Include any affiliated companies, joint ventures, and other entities that contribute in some way to your firm’s investment and operational management.

iii. List all firm owners, whether they are individuals, employees, or partnerships and percentage ownership held by each.

iv. Provide an organizational chart.

2) Describe any material developments in your organization (changes in ownership, personnel, business, etc.) over the past three years in detail.

3) Are there any structural or financial engineering changes contemplated in the next year (e.g., ownership, merger and acquisitions, products, etc.)? If yes, please explain.

E. Please list the total number of employees in each functional area:

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Portfolio ManagementResearchRisk ManagementMarketingTradingAdministrationClient ServiceOther (Specify)Total

F. Describe U.S. Dollar amounts of coverage for SEC-required (17g-1) fidelity bonds, errors and omissions coverage and any other fiduciary coverage, which your firm carries. List the insurance carriers supplying the coverage.

G. Over the past five years, has your organization or any of its affiliates or parent, or any officer or principal been involved in any business litigation, regulatory or legal proceedings? If so, provide a detailed explanation and indicate the current status of these proceedings.

H. Describe in detail any potential conflicts of interest your firm may have in the management of this account. Include any activities of affiliated or parent organizations, brokerage activities, investment banking activities, or any past or current relationships with PRIM Board members, PRIM Committee members and/or PRIM investment staff. Include any other pertinent activities, actions, or relationships not specifically outlined in this question. Also disclose any business relationship with PRIM’s consultants, which include Callan, The Townsend Group, Hamilton Lane, Cliffwater, NEPC, and FX Transparency.

I. Has your organization contracted with a third party organization to market and/or develop investment products for institutional, tax-exempt clients over the last three years?

J. Do you have a disaster recovery plan in place should your facilities become inoperative because of fire, earthquake, flood, etc.? Please describe.

K. Does your firm have a current SAS 70 Audit? Please provide the latest SAS 70 Audit results.

3. ASSETS UNDER MANAGEMENT (AUM). A. Please answer the following questions by completing the table below:

1) Total firm-wide AUM - include what percentage are institutional assets.

2) Total domestic equity AUM - include what percentage are institutional assets.

3) Total subject product AUM – include what percentage are institutional assets.

4) Total assets in subject product broken out by vehicle type (i.e. separate accounts, commingled, mutual funds or other).

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5) Total number of accounts in subject product broken out by vehicle type (i.e. separate accounts, commingled, mutual funds or other).

12/31/2006 12/31/2007 12/31/2008 12/31/2009 12/31/2010 12/31/2011 9/30/2012A.1A.2A.3A.4A.5

B. List the 5 largest U.S. tax-exempt clients (including public and ERISA fund clients) invested in the

subject product:

Client Name Inception Date Market Value (9/30/2012)

C. List all clients (with AUM) gained or lost in the subject product over the past three years as of 9/30/2012.

D. What are the minimum and maximum account sizes you will accept for a separate account in the subject product?

E. What is the largest, average and smallest separate account size you currently manage in the subject product?

F. Please describe the objectives of your firm with respect to future growth in the subject product. Please describe plans to add additional resources in portfolio management, research, trading, client service, and technology.

G. What is the optimum total asset size and number of client accounts for the subject product? Why?

H. Do you have a cap on AUM on this particular product?

I. What advantages and disadvantages does your current size present to achieving superior performance results in the future?

J. Provide the client name, address, phone number, contact name, title and account type (e.g. defined benefit, defined contribution, endowment) of three accounts that have terminated their relationship with you in the subject product over the past three years.

K. Provide the client name, address, phone number, contact name, title and account type (e.g. defined benefit, defined contribution, endowment) of three accounts that have invested in the subject product over the past three years.

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4. PROFESSIONAL STAFF.Provide a list of the professionals who will service the PRIM account, as detailed in the following table. Please include portfolio managers, analysts, traders, and client service professionals.

Name TitleYears

Experience

Years at

Firm Location# of

Accounts

Associated with U.S. tax-exempt

accounts?$

AUMDegrees/

DesignationsSponsoring

Body/School

A. Provide biographies, no longer than one page, on each of the persons listed in the table above. Please include prior employment history.

B. Describe your internal training procedures for portfolio managers, traders, and research analysts. C. Describe the compensation structure for your firm’s portfolio managers and research analysts,

including incentives, bonuses, performance-based compensation, and equity ownership.

D. Discuss any turnover of professionals directly involved in the subject product during the past five years.

5. INVESTMENT PHILOSOPHY.A. Briefly describe your investment philosophy for the proposed strategy and how that has

evolved.

1) What market anomaly or inefficiency are you trying to capture?

2) Why do you believe this philosophy will be successful in the future?

3) How do you expect it to evolve in the future?

4) Provide any evidence or research that supports this belief.

5) How has it changed since the inception of the product?

6) Under what, if any, circumstances would you deviate from the disciplines associated with this philosophy?

7) Describe the investment environments in which you expect your strategy to:

i. Outperform the benchmark/style peers.

ii. Underperform the benchmark/style peers.

B. What timeframe is built into your investment philosophy? Over what time horizon would you expect your strategy to meet performance objectives?

C. Describe the strategy’s sector and regional constraints?

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1) Is there a sector or industry in which you believe your firm has a particular edge? If yes, please elaborate.

2) Are there any sectors or industries that you strategically choose not to invest in? If yes, please describe why.

3) Are there any countries or regions you believe your firm has a particular edge? If yes, please elaborate.

4) Are there any countries or regions that you strategically choose not to invest in? If so, please describe why.

D. List any other portfolio constraints with regard to geography, emerging markets, industry, market cap, liquidity, percent ownership of a company, ADRs/foreign stocks, etc.

E. How many stocks are typically represented in your entire portfolio?

1) Do you have a minimum/maximum number of holdings?

2) What were the fewest/most holdings ever held in the portfolio? Indicate the appropriate dates?

3) How are individual position weights determined?

4) What is the maximum position size at cost and at market value for any individual position? Have you ever violated this constraint?

F. What is the annual turnover rate for this strategy? In what environment would you expect this to change? Provide the annual turnover since inception, commenting on any outliers within that period.

G. How do you view market timing? Cash holdings? How is cash used in the portfolio? Provide the year-end cash levels for the portfolio since inception of the strategy.

H. Over the last three years, what percent of your performance attribution would you attribute to the following?

1) Stock selection/sector attribution/interaction. Please list interaction separately.

2) Top down (thematic/macro)/bottom up.

3) Market cap. If market cap is one of the contributing factors to alpha generation, please provide attribution by market cap.

4) Momentum.

5) Beta.

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6) Other (please describe).

6. INVESTMENT PROCESS.Provide a (detailed) description of your investment decision process including but not limited to the following:

A. What is the initial universe?

B. Describe any systematic ranks/filters to narrow the universe? List and describe the common characteristics of purchase candidates.

C. Please explain your firm’s research process.

1) Provide a description of any fundamental security analysis and the members of the team responsible.

i. How important are company visits in this process?

ii. Where do they take place?

iii. Please, provide a description of sources of information used to conduct fundamental research, including sell side analysts, company visits, financial statements, etc.

2) Provide a description of any quantitative security analysis and the members of the team responsible.

3) Provide a description of all the alpha sources besides stock selection, such as industry or macro, size, style, momentum, beta etc., and those who are responsible for these decisions.

4) Describe any risk management or optimization tools or techniques utilized for research and portfolio construction.

5) State the location(s) where such research is carried out and what specific research is conducted at each location.

6) Please provide an example of a research report.

D. Describe the composition of the investment team and their responsibilities and how they fit into the process.

1) Who is ultimately responsible for implementing the investment process?

2) Describe the mechanics of the decision-making process for buy decisions.

i. If team-based, please describe how the team makes decisions.

ii. Do any members have veto power?

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iii. Who has ultimate responsibility for all buy/sell decisions?

3) Describe the decision-making process for sell decisions.

i. Do you have stop-loss procedures in place? If yes, describe the details. If no, explain your methodology regarding stocks that drop significantly in price.

ii. List the three largest percentage losers currently in the portfolio and explain the investment thesis for each.

iii. When would your firm deviate from its sell disciplines?

E. Do you set price targets for all investments? If yes, do you ever hold a security beyond the initial price target? Explain.

F. What unique features of your investment process do you feel add the most value over time?

G. Is the investment process consistent from account to account (i.e., model portfolio)? Describe how individual accounts are managed (by individual portfolio managers, by a team or by a committee). Do account/portfolio managers have discretion to invest outside of the model portfolio? Please detail this discretion.

H. Describe how your product would assimilate a new allocation of capital.

I. Have you made any meaningful permanent or temporary changes to your investment process in the strategy you are proposing?

J. Provide a complete list and a brief description of both internal and external systems/data sources used by your firm in each of the following: database/screening, research, portfolio management, and compliance?

1) How is this research incorporated into your investment process?

2) How long has each system been in place?

K. Indicate whether your firm’s investment capabilities were developed in-house or acquired. If the latter, indicate when this occurred.

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7. TRADING.A. Are portfolio managers responsible for their own trading or is there a dedicated trader

associated with the group?

B. What is the size of your trading department and the experience of each trader?

C. What is the average cost per share traded?

D. Discuss your trading process. What aspects do you feel are unique? Do you employ an internal cost monitoring system?

E. Please list your trading systems and the percentage of trades completed through each.

F. Do clients direct trades? If so, what percentages of trades are directed by clients?

G. Once a trade is made, how are trades allocated amongst accounts?

H. How are account restrictions addressed?

I. Does your firm have an affiliated brokerage firm? If so, would your firm ever direct trades through the affiliated brokerage firm? Under what circumstances and for what reasons would your firm do so?

J. Does your firm engage in soft dollar arrangements? If so, please describe your firm’s soft dollar policies and the services currently provided by soft dollars.

K. What percentage of trades executed were tied to soft dollar relationships for the three years ending June 30, 2012?

8. PERFORMANCE.A. Provide the primary benchmark for this strategy. Are there any other benchmarks that you

think are appropriate to use?

B. Has the primary benchmark been used since the inception of the strategy? If not, please explain.

C. Provide an annual performance attribution analysis since inception or past 3 years which includes a sector analysis. Include reasons for significant out/underperformance and please be thorough.

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9. OPERATIONS AND BACK OFFICE. A. Provide a list of the operations and back-office professionals who will service the PRIM account

if contracted with:

NameTitle &

Responsibilities LocationYears of

ExperienceYears at

FirmDegrees/

DesignationsSponsoring

Body/School

B. Provide biographies, no longer than one page, of each of the persons listed in Question 9.A. Please include their prior employment history.

C. Describe your internal training procedures for professionals on the back office operations team.

D. What personnel or organizational improvements are planned over the next three to five years?

E. What personnel or organizational improvements are planned over the next three to five years?

F. Provide an organizational chart that diagrams the different operations functions dedicated to the product area.

G. Describe the compensation and incentive program for operations professionals directly involved in the subject product.

H. Discuss any turnover operations professionals directly involved in the subject product during the past five years.

10. COMPLIANCE/INTERNAL CONTROL STRUCTURE.A. Provide a detailed summary of your firm’s compliance/internal control structure. Identify senior

or key personnel in the firm’s compliance process.

B. Does your firm maintain a code of ethics? If so, please attach.

1) Is your firm compliant with the CFA Institute Asset Manager Code of Professional Conduct? If not, discuss your firm's reasons for choosing not to comply. http://www.cfainstitute.org/ethics/codes/assetmanager/Pages/index.aspx

C. During the past five years, has the firm been subject to any governmental regulatory or law enforcement agency’s investigation, examination, or other proceeding directly involving the firm, its owners, or employees other than such examination or other proceedings as are routinely conducted in the ordinary course of the firm’s business?

D. During the past five years, has the firm been subject to any litigation alleging fraud, breach of fiduciary duty, or other willful misconduct?

E. Does the firm conduct periodic risk assessment? Provide a copy of SAS 70 if available, or other internal control review documentation, preferably prepared by an independent third party.

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F. Provide copies of the firm’s most recent audited financial statements and auditor’s management letter.

G. Has your firm ever violated a client guideline? If so, please describe the violation and the resolution.

11. CLIENT SERVICE.A. Which of your firm’s offices would service this account? What services would specifically be

provided by which office? Where is the portfolio manager of the subject product located?

B. Please describe and provide an organizational chart for the client service team.

C. Please provide biographies for each member of the client service team who would be assigned to this account.

12. REQUIRED DATA.A. Callan Questionnaire.

Responding firms must complete Callan’s questionnaire and database with information related to the subject product. Please contact Lymun Jung at jung@callan.com to obtain the necessary questionnaire and database information.

B. PRIM Data Requests. COMPLETE THE TABLES IN EXHIBIT F, ATTACHED VIA THE LINK BELOW. This spreadsheet can also be found at the PRIM Board website at http://www.mapension.com/about-prim/work-with-us/request-for-proposals/. ENTER THIS INFORMATION IN THE EXCEL WORKBOOK AND SUBMIT IT WITH YOUR RESPONSE. PLEASE DO NOT CHANGE THE WORKBOOK FORMAT. Where performance information is requested, please provide performance on a total return basis GROSS OF ALL FEES AND MANAGEMENT COSTS. Indicate if returns are net or gross of custody costs. Use Global Investment Performance Standards (GIPS) or, if different, indicate explicitly how they differ. Indicate whether the subject performance is the composite performance or that of the commingled account vehicle.

Exhibit DescriptionF.1 Market capitalization distribution by calendar year.F.2 Performance attribution by market cap by calendar year.F.3 Monthly performance of subject product since inception.F.4 Quarterly subject product returns, AUM, and median market capitalization.F.5 Complete list of portfolio holdings as of 6/30/2012.F.6 Largest & Smallest 10 Holdings.F.7 Quarterly active share (active share is defined in spreadsheet).F.8 Portfolio characteristics.F.9 Calendar year returns of subject product.

F.10 Annualized returns of subject product.F.11 Annualized standard deviation of subject product.F.12 Performance attribution of subject product vs. the primary subject product index.

Was the attribution analysis calculated internally or externally? If internal, please

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describe in detail the methodology used to calculate it. If external, please name your service provider.

F.13 List of securities in which your firm owns more than 5% of float (in subject product and firm wide).

F.14 GIPS Composite Disclosure, including gross return, net return, benchmark return, number of accounts, composite dispersion, composite market value, total firm assets. Please comment on composite dispersion.

VIII. FEE PROPOSAL.

Please describe your fee proposal for this engagement. Please include details on the following elements, if appropriate:

1. Asset-based fee breaks.

2. Performance fees.

Assume a minimal initial funding of $50 million.

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IX. REPRESENTATIONS AND WARRANTIES.

All respondents are required to submit an executed copy of the following Representations and Warranties.

A. The respondent warrants that, if engaged by PRIM, it will not delegate, without prior approval by PRIM, its responsibilities to a third party.

B. Respondent warrants that it has completed, obtained, and performed all registrations, filings, approvals, authorizations, consents or examinations required by any government or governmental authority for acts to be performed in providing to PRIM the services sought by this RFP.

C. Respondent warrants that it will agree to the provisions of the Agreement which are set forth in Exhibit G to this RFP. If there are provisions of the agreement that are of concern, please highlight those areas for further discussion.

D. Respondent warrants that it meets all of the Minimum Qualifications stated in Section IV of this RFP.

_____________________________Signature

_____________________________Print Name

_____________________________Title

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EXHIBITS

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EXHIBIT A

PRIM’s Strategic Asset Allocation and Current Investment Managers

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1. PRIM’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%

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2. Current 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

REAL ESTATE & REITS TIMBER/NATURAL RESOURCES (NR)AEW Timber Public NR Private NR

JP 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 Capital

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

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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.

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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 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

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EXHIBIT B

PRIM Employee Organizational Chart

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Executive DirectorChief Investment OfficerMichael G. Trotsky, CFA

August 18, 2010

Chief Investment OfficerMichael G. Trotsky, CFA

August 18, 2010

SeniorInvestment Officer

Real Estate and TimberlandTimothy V. Schlitzer

March 21, 2005

Investment OfficerReal Estate and Timberland

John F. LaCaraAugust 4, 2008

SeniorInvestment Officer

Private EquityOPEN

Senior Investment OfficerPrivate Equity

OPEN

Investment Officer Private Equity

Scott L. HutchinsJanuary 4, 2010

Investment OfficerPrivate Equity

Peony K. Keve, CFA, CAIAJuly 21, 2008

Deputy Chief Investment Officer

Public Markets and Director of Strategic Initiatives

Hannah Gilligan CommossAugust 2, 2004

Investment OfficerPublic Markets

Sarah N. Samuels, CFAJune 27, 2011

Investment AnalystPublic Markets

Michael CarritteOctober 13, 2011

SeniorInvestment Officer

Hedge FundsOPEN

General CounselChristopher J. Supple

July 26, 2011

Senior Client Service OfficerPaul W. Todisco

November 5, 1984

Senior Risk Management OfficerDavid M. Gurtz, CPA, CFA

January 31, 2008

Risk Management OfficerDonald R. Payne

November 6, 2006

Chief Financial OfficerThomas A. Hanna, CPA

May 22, 2000

Director of Finance and Manager of Human

ResourcesDeborah Coulter, CPA

August 1, 2012

Manager of Client Reporting and Cash Management

Jennifer L. ColeFebruary 11, 2002

Senior Financial AnalystEileen A. Molloy

July 22, 2002

Manager of Investment Reporting

and Systems AdministratorYisroel "Izzy" Markov, CPA

February 16, 1998

Senior Financial AnalystCatherine M. Hodges

March 8, 2004

Financial AnalystVeronica Williams

January 9, 2006

Office AdministratorAlyssa Smith

February 17, 2004

Compliance AnalystEllen M. Hennessy

April 30, 2012

Administrative AssistantAccounting and Communications

OPEN

Director of Private Investment Accounting &

Manager Information SystemsAnthony J. Falzone

January 3, 2006

Financial Reporting Manager

Qingmei Li, CPAAugust 18, 2011

Executive AssistantSamantha WongOctober 4, 2010

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EXHIBIT C

Members of the PRIM Board and Committees

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Treasurer or designee (Chair) Treasurer Steven Grossman

Governor or designee Gregory R. Mennis, CFA

Treasurer’s private citizen appointee Alexander E. Aikens, III, Esq.

Governor’s private citizen appointee Anthony E. Hubbard

Governor’s public safety union appointee Dana A. Pullman

Teachers’ Retirement Board’s Elected Member Dennis J. Naughton

State Retirement Board’s Elected Member Theresa F. McGoldrick, Esq.

Member elected by Teachers Robert L. Brousseau

Member elected by State Employees Paul E. Shanley, Esq.

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Investment CommitteeTreasurer Steven GrossmanMichael Even, CFAConstance M. Everson, CFAEdward W. KanePaul E. Shanley, Esq. Glenn P. Strehle, CFATimothy L. Vaill

Real Estate CommitteeTreasurer Steven GrossmanAlexander E Aikens, III, ChairJill S. Hatton, CREGarlan Morse, Jr. CREWilliam F. McCall, Jr.Peter F. O’ConnellJack Lutz, PhD

Audit & Administration CommitteeTreasurer Steven GrossmanRobert L. Brousseau, Chair Theresa F. McGoldrick, Esq.Theodore C. AlexiadesPatrick E. BrockKaren E. Gershman, CPA Shanti A. FryRenée M. Landers, Esq.Michele A. Whitham, Esq.

Compensation CommitteeTreasurer Steven Grossman Robert L. BrousseauPatrick E. BrockShanti A. FryRuthanne FullerMichele A. Whitham, Esq.

EXHIBIT D

PRIM Operating Trust Agreementas of September 22, 1998

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PENSION RESERVES INVESTMENT MANAGEMENT BOARD

Amended and Restated Operating Trust

THIS DECLARATION OF TRUST made this 22nd day of September, 1998 by Joseph D. Malone, Angelo A. Amato, Robert Brousseau, James B. G. Hearty, Glenn M. Johnson, George F. McSherry, Vikki L. Pryor and Ralph White, the present duly authorized and acting members of the Pension Reserves Investment Management Board (“PRIM Board”), being hereinafter referred to as the “Trustees”;

WITNESSETH:

WHEREAS, PRIM has been charged by its enabling legislation, G.L.c.32§23(2A), with the general supervision of the investment and management of the Pension Reserves Investment Trust Fund (“PRIT Fund”) established under the provisions of G.L.c.32§22(8);

WHEREAS, PRIM is authorized and required by G.L.c.32§23(2A)(e)(i) to act as Trustees for each retirement system that participates in the PRIT Fund; and

WHEREAS, PRIM is further authorized and required by G.L.c.32§23(2A)(e)(i) to adopt a declaration of trust setting forth the duties and obligations of PRIM;

NOW, THEREFORE, the Trustees establish this operating trust and agree and declare that they will hold, administer and manage the PRIT Fund and all money and property received or purchased by them as Trustees hereunder upon the following terms, conditions and trusts:

ARTICLE 1NAME; PURPOSE OF TRUST; APPLICABLE LAW

SECTION 1.1. Name. This Declaration of Trust is hereby designated as the “PENSION RESERVES INVESTMENT MANAGEMENT BOARD OPERATING TRUST.”

SECTION 1.2. Purpose. This Declaration of Trust is established, operated and maintained exclusively for the management, investment and reinvestment in one trust portfolio of the PRIT Fund and moneys or property, or both, contributed thereto by various Participating Systems and other Purchasing Systems or otherwise.

SECTION 1.3. Effect of Trust. With respect to any moneys or property transferred to the PRIT Fund by any Participating System or invested by any Purchasing System, the Board of such Participating or Purchasing System and all persons interested therein shall be bound by the provisions of this Declaration of Trust (as the same may be amended from time to time).

SECTION 1.4. Applicable Law and Regulations. The Trustees shall administer the PRIT Fund hereunder at all times in conformity with the provisions of G.L.c.32, specifically, and with the laws and regulations of the Commonwealth of Massachusetts, generally. The provisions of this Declaration of Trust shall be governed by and construed and administered according to the laws of the Commonwealth of Massachusetts.

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ARTICLE 2DEFINITIONS

Whenever used in this instrument, unless the context otherwise requires or specifically provides, the following terms shall be defined as follows:

SECTION 2.1. “Board” means the person or persons who control the investments of a Participating System (other than the State Employees’ Retirement System and the Teachers’ Retirement System) or Purchasing System and who have the authority to transfer ownership and control of all of the assets of such system to, or to invest any portion of the assets of such system in, the PRIT Fund.

SECTION 2.2. “Business Day” means any day which is not a Saturday, a Sunday, a legal holiday or a day upon which by applicable law a national banking association is authorized to be closed to the public for regular banking business during ordinary business hours and is, in fact, so closed.

SECTION 2.3. “Commonwealth’s Pension Liability Fund” means the Commonwealth’s Pension Liability Fund established by G.L.c.32§22(8)(e).

SECTION 2.4. “Expenses” mean the reasonable and necessary expenses incurred by the Trustees in managing the Trust Fund hereunder, including, without limitation, custody fees, investment management fees, trading commissions, attorneys’ fees, accountants’ fees, staff salaries, office rents and all expenses incident thereto.

SECTION 2.5. “Fiscal Year” means the twelve months beginning July 1 and ending June 30.

SECTION 2.6. “Participating System” means the State Employees’ Retirement System; the Teachers’ Retirement System; or any other retirement system authorized to contribute moneys and property to the PRIT Fund, and which in fact transfers title and control of all its assets to PRIM in accordance with the provisions of G.L.c.32§22(8)(c).

SECTION 2.7. “PRIM Board” means the individuals described in G.L.c.32§23(2A)(a) serving from time to time as members of the Pension Reserves Investment Management Board.

SECTION 2.8. “Purchasing System” means any retirement system, other than a Participating System, authorized to purchase shares in the PRIT Fund which does in fact purchase such shares.

SECTION 2.9. “PRIT Fund” means the Pension Reserves Investment Trust Fund established under G.L.c.32§22(8).

SECTION 2.10. “Securities” include, without limitation, bonds, debentures, notes, certificates and other evidences of indebtedness, whether or not in registered form, and common and preferred stocks and all other forms of certificates representing an interest or participation in any enterprise, whether or not incorporated.

SECTION 2.11. “Trustees” mean PRIM members in their capacity as Trustees under this Declaration of Trust. All PRIM Board members serving from time to time shall be Trustees under this Declaration of Trust.

SECTION 2.12. “Trust Fund” means all funds, moneys and property received, held and managed by the Trustees hereunder and for the purposes hereof is synonymous with PRIT Fund.

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SECTION 2.13. “Valuation Date” means, in the case of the Capital Fund and any separate account thereof established hereunder, any business day or days as the Trustees may from time to time designate, and in the case of the Cash Fund, each business day.

ARTICLE 3ESTABLISHMENT OF INVESTMENT FUNDS

SECTION 3.1. Separate Investment Funds. The Trust Fund shall consist of two investment funds, to be known as the “Capital Fund” and the “Cash Fund.” Each of these Funds shall be separately held, managed, administered, valued, invested, reinvested, distributed, accounted for and otherwise dealt with. References to the “Trust Fund” shall be deemed to refer to both the Capital Fund and the Cash Fund, and each of them.

SECTION 3.2. Investments of the Capital Fund. The Trustees shall invest and reinvest the assets of that part of the Trust Fund known as the Capital Fund in accordance with the standards set forth in this instrument and as required by applicable law.

SECTION 3.3. Investments of the Cash Fund. The Trustees shall receive, maintain and invest cash deposits on a temporary basis in the Cash Fund in such a way as to meet the liquidity requirements of the various systems, in accordance with the standards set forth in this instrument and as required by applicable law. To the extent not needed for current or future liquidity requirements, the Trustees may use funds credited to the account of any system to purchase (on an appropriate Valuation Date) Units of Participation in the Capital Fund or one or more separate accounts thereof for the account of such system.

SECTION 3.4 Separate Accounts of the Capital Fund. The beneficial interest in the Capital Fund may be divided into such separate accounts (“Accounts”) thereof as the Trustees shall from time to time create and establish. The Trustees shall have full power and authority, in their sole discretion, to create and establish (and to change in any manner) any Account, to abolish any one or more Accounts, and to take such other action with respect to any Accounts as the Trustees may deem desirable. Each Account established hereunder shall be a separate component of the assets of the Capital Fund, and the holders of Units of Participation representing the beneficial interest in the assets of that Account shall be considered Unit Holders of such Account. Without limiting the authority of the Trustees to establish and designate further Accounts, there are hereby established and designated the following ten Accounts: General Allocation Account (the investments in which may consist in whole or in part of Units of other Accounts, other than the State Employees’ and Teachers’ Separate Account), Domestic Equity Account, International Equity Account, Fixed Income Account, Emerging Markets Account, Real Estate Account, Real Estate Core Program Account, Alternative Investment Account, Alternative Investments Vintage Year Account and State Employees’ and Teachers’ Separate Account. Such Accounts, and any further Accounts which may from time to time be established and designated by the Trustees, shall have the following attributes:

(a) Assets Belonging to an Account. Any portion of the Trust Fund allocated to a particular Account, and all deposits received by the Trust for the acquisition of Units of such Account, together with all assets in which such deposits are invested or reinvested, all interest, dividends, income, earnings, profits and gains therefrom, and proceeds thereof, including any proceeds derived from the sale, exchange or liquidation of such assets, and any funds or payments derived from any reinvestment of such proceeds in whatever form the same may be, shall be held by the Trustees in trust for the benefit of the holders of Units of Participation of that Account and shall irrevocably belong to that Account for all purposes, and shall be so recorded upon the books of

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account for the Trust Fund, and the Unit Holders of such Account shall not have, and shall be conclusively deemed to have waived, any claims to the assets of any Account of which they are not Unit Holders. Such deposits, assets, interest, dividends, income, earnings, profits, gains and proceeds, together with any General Items allocated to that Account as provided in the following sentence, are herein referred to collectively as “Account Assets” of such Account. In the event that there are any assets, income, earnings, profits, and proceeds thereof, funds or payments which are not readily identifiable as belonging to any particular Account (collectively “General Items”), the Trustees shall allocate such General Items to and among any one or more of the Accounts established and designated from time to time in such manner and on such basis as they, in their sole discretion, deem fair and equitable; and any General Items so allocated to a particular Account shall belong to and be part of the Account Assets of that Account. Each such allocation by the Trustees shall be conclusive and binding for all purposes.

(b) Liabilities of an Account. The assets belonging to each particular Account shall be charged with the liabilities in respect of that Account and all expenses, costs, charges and reserves attributable to that Account, and any general liabilities, expenses, costs, charges or reserves of the Trust Fund which are not readily identifiable as pertaining to any particular Account shall be allocated and charged by the Trustees to and among any one or more of the Accounts established and designated from time to time in such manner and on such basis as the Trustees in their sole discretion deem fair and equitable. Each allocation of liabilities, expenses, costs, charges and reserves by the Trustees shall be conclusive and binding for all purposes.

ARTICLE 4PARTICIPATION AND WITHDRAWAL

SECTION 4.1. Acceptance of Deposits. The participation of any Participating System or Purchasing System in the Trust Fund shall be subject to all the provisions of this Declaration of Trust. All deposits accepted from any such system or otherwise, together with the income therefrom, shall be held, managed and administered pursuant to this Declaration of Trust.

SECTION 4.2. Conditions of Participation. Except with respect to the State Employees’ Retirement System and the Teachers’ Retirement System, participation in or investment in the Trust Fund shall be upon the following terms and conditions:

(a) On or before January l of each year, the Trustees shall notify each retirement system authorized to participate in the Trust Fund or to purchase shares in the Trust Fund of such system’s options to participate or invest in the Trust Fund. Such notice shall be accompanied by the most recent financial statement of the Trust Fund, a description of the rights and duties of PRIM if participation or purchase is elected and a copy of this Declaration of Trust.

(b) Any such retirement system may elect to participate by vote of its Board, subject to the approval of the legislative body and chief executive officer of the applicable governmental unit in accordance with the provisions of G.L.c.32§22(8)(c).

(c) After the decision of the Board of a retirement system to participate has been approved and such system has become a Participating System, the decision to participate may not be revoked for five (5) years. Such revocation shall become effective on the first Valuation Date which occurs six (6) months after PRIM receives notification of such Board’s decision.

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(d) The Trustees shall accept deposits from Participating Systems to the Trust Fund on such Valuation Dates as this instrument sets forth or as the Trustees may determine.

(e) The Trustees may require such certification as they deem acceptable that all of the assets of a Participating System have been transferred into the Trust Fund in conformity with the provisions of G.L.c.32§22(8)(c).

(f) A retirement system that does not elect to become a Participating System may elect to purchase units of participation herein, by vote of its Board. The Trustees shall accept deposits from Purchasing Systems on such days as the Trustees may determine.

SECTION 4.3. Allocation of Deposits. Deposits from Purchasing Systems and from Participating Systems other than the State Employees’ Retirement System and the Teachers’ Retirement System shall be allocated to such Account or Accounts other than the State Employees’ and Teachers’ Separate Account as may be designated by the Board of such Purchasing System or Participating System and in the absence of such a designation shall be allocated to the General Allocation Account. The assets of the State Employees’ Retirement System and Teachers’ Retirement System shall be allocated to such Account or Accounts as the Trustees may, in their sole discretion, determine.

SECTION 4.4. Commonwealth’s Pension Liability Fund. The Commonwealth’s Pension Liability Fund shall include all assets of the State Employees’ Retirement System and the Teachers’ Retirement System except for the Annuity Savings Fund, the Annuity Reserve Fund and the Expense Fund of each such system. The Trustees shall account for the Commonwealth’s Pension Liability Fund as a portion of the PRIT Fund in accordance with the provisions of G.L.c.32§22(8)(e).

SECTION 4.5. Participation Based on Current Valuation. Each participation, purchase, redemption or withdrawal shall be made upon the basis of the value of the Trust Fund and its Units of Participation, determined as of a Valuation Date in the manner set forth in the following provisions of this instrument. Units of Participation shall be purchased by Participating or Purchasing Systems upon deposit in the Trust Fund and shall be redeemed from such systems upon withdrawal from the Trust Fund.

SECTION 4.6. Payments upon Issue and Redemption of Units of Participation.

(a) On the payment by a Participating System or a Purchasing System in cash or in kind, or partly in cash or partly in kind, to the satisfaction of and in the discretion of the Trustees, into the Trust Fund of an amount equal to the total value of the Units to be issued, the Trustees shall issue to such System Units of Participation.

(b) Upon redemption of Units of Participation by a Participating System or a Purchasing System, the Trustees shall pay to such system an amount equal to the total value of the Units redeemed. Such payment shall be in cash unless the Trustees, in their discretion, determine it appropriate to make payment to such system in kind or partly in cash and partly in kind and unless the Board of such system agrees to accept Payment in kind or partly in cash and partly in kind.

SECTION 4.7. Procedure for Redemptions and Withdrawals.

(a) The Board of each Participating System other than the State Employees’ Retirement System and the Teachers’ Retirement System shall notify the Trustees of the amounts needed for the funds of such System for such System’s next fiscal year no later than ninety (90) days before the

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start of the next fiscal year. The Trustees shall develop a schedule of transfers to be made to said systems during the next fiscal year and notify the systems of that schedule no later than thirty (30) days prior to the start of the next fiscal year. The Trustees shall transfer such amounts in accordance with said schedule during the course of said fiscal year.

(b) If any request is made by any such Board in excess of or as a supplement to the annual amount reported under subparagraph (a) of this Section 4.7, such Board shall certify to the Trustees the purpose of such excess or supplemental request. The Trustees shall approve or deny such request within thirty (30) days of receipt of such request. If such request is approved, distribution of the amount requested shall be made on the next Valuation Date of the fund from which withdrawal is being made. The Trustees may deny such request only if (i)(A) there is insufficient liquidity in the Trust Fund to meet such request and projected reasonable liquidity requirements and (B) the amount of such request, added to the aggregate amount of similar such requests for the same year, equals more than ten percent (10%) of the annual amount reported under subparagraph (a) of this Section 4.7 or (ii) if the purpose of such distribution would be contrary to any provision of G.L.c.32. Notwithstanding the foregoing or any other provision of this Declaration of Trust to the contrary, the Trustees shall not be required to approve a request for a withdrawal from the Alternative Investments Vintage Year Account unless and to the extent there has been a cash liquidation or distribution in respect of one or more assets allocated to said account.

(c) On or before December 15 of each year, in accordance with the provisions of G.L.c.32§22(7)(b), the State Board of Retirement and the Teachers’ Retirement Board shall certify to the Trustees the amounts necessary to be distributed and paid for the ensuing fiscal year for the Pension Fund and the Special Fund for Military Service Credit of the State Employees’ Retirement System and the Teachers’ Retirement System, respectively. All amounts required by each such Pension Fund and each such Special Fund for Military Service Credit shall be provided by distribution from the Commonwealth’s Pension Liability Fund.

(d) The Board of each Purchasing System may from time to time make requests of the Trustees for payments and withdrawals. The Trustees shall approve or deny such request within thirty (30) days of receipt of such request. If such request is approved, distribution of the amount requested shall be made on the next Valuation Date of the fund from which withdrawal is being made. The Trustees may deny such request only if there is insufficient liquidity in the Trust Fund to meet such request and projected reasonable liquidity requirements. In the case of the Alternative Investments Vintage Year Account, the foregoing sentence shall be construed not to require the Trustees to approve a withdrawal request unless and to the extent there has been a cash liquidation or distribution in respect of one or more assets allocated to said account.

ARTICLE 5UNITS OF PARTICIPATION; VALUATION OF UNITS

SECTION 5.1. Division Into Units. The beneficial interest of each Participating System and each Purchasing System in the Capital and Cash Funds or any Account established hereunder shall be represented by Units. Each Unit of each such Fund or Account shall be of equal value to every other Unit of such Fund or Account, and each Unit of each such Fund or Account shall be without priority or preference one over the other except that following the establishment of separate Accounts within the Capital Fund each Unit of the Capital Fund will not be of equal value, although each Unit of any one Account shall always

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be of equal value to all other Units of such Account. The Trustees shall evidence ownership of Units in the Trust Fund by keeping books in which shall be clearly recorded the number of Units of each such Fund or Account standing to the credit of each Participating or Purchasing System. The Trustees shall not issue any certificates of such Units. The Trustees may from time to time divide or combine Units of the Capital Fund or Cash Fund or any Account, or any of them, into a greater or lesser number, provided that the proportionate interest of each Participating or Purchasing System in each such Fund or Account is not thereby changed. Fractional shares of Units may be credited to participant accounts.

SECTION 5.2. Determination of Unit Values. On each prescribed Valuation Date (or each additional Valuation Date designated by the Trustees) and, with respect to each Account established pursuant to Section 3.4, on the effective date of the establishment of such Account, the Trustees shall determine the value of the Capital Fund or the Cash Fund or any Account, or any of them, and the Units of such Fund, or Funds or Accounts or Accounts in the manner hereinafter described. Each valuation of the Capital Fund or any Account shall be completed as soon as practicable following each Valuation Date. Each valuation of the Cash Fund shall be completed prior to the opening of the Fund for admissions and withdrawals on the next Valuation Date.

ARTICLE 6CAPITAL FUND AND ACCOUNTS; VALUATION OF UNITS

SECTION 6.1. Valuation of Assets of the Capital Fund and each Account. The Trustees shall use the following method in the valuation of the assets of the Capital Fund and each Account:

(a) Securities listed on the New York Stock Exchange, the American Stock Exchange or other security exchanges or in the National Association of Securities Dealers Automated Quotation system or any other nationally recognized system shall be valued at their closing sale prices on the Valuation Date. If no sale has been reported for the Valuation Date, the last published sale or the mean between the last recorded bid and asked prices, whichever is the more recent, shall be used. If such value shall be unavailable or if in the opinion of the Trustees the value thus obtained may not fairly indicate the actual market value, the security shall be valued as of the Valuation Date by a reputable broker or investment banker selected by the Trustees. If fair market value is not readily determinable by any of these means, the value of such security shall be determined in good faith by the Trustees. Unlisted securities shall be valued either by taking the mean between the most recent published bid and asked prices, or by averaging quotations as of the Valuation Date obtained from dealers, brokers or investment bankers approved by the Trustees or, if unavailable, by any other reasonable method approved by the Trustees in good faith.

(b) For the purpose of subparagraph (a) of this Section 6.1, the Trustees may rely, as sufficient evidence, upon reports of sale and bid and asked prices, and over the counter quotations, appearing in any newspaper of general circulation published in Boston, Massachusetts, or in New York City, New York, or in any financial periodical or quotation service approved by the Trustees or in the records of securities exchanges or brokers.

(c) A security purchased, and awaiting payment against delivery, shall be included for valuation purposes as a security held, and the cash accounts of the Trust Fund shall be adjusted by the deduction of the purchase price, including brokers’ commissions and other expenses of the purchase.

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(d) A security sold but not delivered pending receipt of proceeds shall be valued at the net sales price after deducting trading commissions and other expenses of the sale.

SECTION 6.2. Valuation of Units of Participation of Capital Fund and Each Account. The value on any Valuation Date of each unit of participation into which the Capital Fund, prior to the establishment of separate Accounts, and each Account, after the establishment of separate Accounts, is divided, shall be determined by dividing the then value of the net assets of the Capital Fund and each Account, as the case may be, (such net assets being the value of the assets of such Fund or Account less the liabilities of such Fund or Account) by the number of units into which the Capital Fund and each Account, as the case may be, is then divided. In determining said unit values, there shall be included in the Capital Fund and each Account, as the case may be, units to be redeemed as of that valuation date, and there shall be excluded therefrom units to be issued as of that date.

ARTICLE 7CASH FUND; VALUATION OF UNITS;PROVISIONS REGARDING CASH FUND DISBURSEMENTS

SECTION 7.1. Valuation of Assets of the Cash Fund. The Trustees shall use the following method in the valuation of the assets of the Cash Fund:

(a) Securities shall be valued at their amortized cost (which shall mean the gross price at which such securities are purchased for the Cash Fund, including traders’ commissions and all other fees, charges and expenses of such purchase), whether purchased at par, at a discount or at a premium.

(b) A security purchased and awaiting payment against delivery shall be included for valuation purposes as a security held, and the cash accounts of the Cash Fund shall be adjusted by deducting the purchase price of such security.

(c) A security sold but not delivered pending receipt of proceeds shall be valued at its sale price.

SECTION 7.2. Valuation of Units of Participation of Cash Fund. The value on any Valuation Date of each Unit into which the Cash Fund is divided shall be determined by dividing the then value of the net assets of the Cash Fund (such net assets being the value of the assets of such Fund less the liabilities of such Fund) by the number of units into which the Cash Fund is then divided.

SECTION 7.3. Disbursement of Net Income of Cash Fund. To facilitate the disbursement of accrued but uncollected income required to be credited to the accounts of and paid out to Participating or Purchasing Systems, the cash principal of the Cash Fund may be used by the Trustees to the extent they deem necessary, and if the equivalent of any such accrued but uncollected income shall be disbursed to a Participating or Purchasing System as herein required, and thereafter such accrued income shall not actually be collected by the Trustees, the Trustees shall have the right to charge to and recover from each Participating or Purchasing System the amount thereof disbursed to such Participating or Purchasing System.

ARTICLE 8ALLOCATION OF STATE APPROPRIATIONS

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SECTION 8.1. State Appropriations. All amounts which may be appropriated pursuant to the provisions of G.L.c.32§22B each fiscal year and deposited to the PRIT Fund pursuant to the provisions of G.L.c.32§22(8)(b) shall be allocated to and among the accounts of the State Employees’ Retirement System, the Teachers’ Retirement System and the other Participating Systems (but not any Purchasing Systems) as provided in this Article 8.

SECTION 8.2. Entitlement to Allocable Share. No Participating System shall be entitled to such an allocation unless it was a Participating System on July 1 (or the first business day in July, as the case may be) of the fiscal year with respect to which such appropriation shall have been made. Except as provided in the next sentence, allocation of such amounts among such Participating Systems shall be proportionate to the fair market value of the assets of the Trust Fund credited to the account of each such Participating System as of such July 1 (or such first business day in July), provided that, for purposes of such allocation, the amount of the combined assets of the State Employees’ Retirement System and the Teachers’ Retirement System shall be deemed not to exceed One Billion Six Hundred Twenty-four Million Two Hundred Two Thousand Six Hundred and Seventy-eight Dollars ($1,624,202,678). Participating Systems which accept the provisions of G.L.c.32§22D shall be entitled to an allocation equal to the greater of (i) the amount produced by application of the preceding sentence or (ii) the amount the system would be entitled to by application of the pension funding grant allocation provisions contained in G.L.c.32§22D(4)(c), provided that any such Participating System which elected to participate in the PRIT Fund on or before January 1, 1988 shall be entitled to an allocation equal to the sum of the amounts described in clauses (i) and (ii) above, and provided, further, that Participating Systems that did so elect to participate on or before such date shall receive either an allocation of the appropriation described in Section 8.1 or a pension funding grant, but not both.

SECTION 8.3. Time and Method of Allocation. Any amounts so appropriated and deposited with the Trustees during the course of a fiscal year shall be allocated ratably to the accounts of all such Participating Systems upon receipt by the crediting of additional Units of Participation to each such Participating System.

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ARTICLE 9RIGHTS, POWERS AND DUTIES OF TRUSTEES

SECTION 9.1. Management and Ownership of Assets. The Trustees shall have exclusive control and management of the Trust Fund hereunder. Title to all assets of the Trust Fund shall at all times be considered vested in the Trustees in a fiduciary capacity. No Participating or Purchasing System shall be deemed to have a severable ownership in any individual asset of the Trust Fund, but each such system shall have an undivided interest in the Funds and Accounts to which its deposits have been allocated and shall share with the others in the income, profits and losses thereof as provided herein.

SECTION 9.2. Rights and Powers. In exercising its exclusive right to manage and control the Trust Fund, the Trustees shall have the following rights and powers, in each case to be exercised or exercisable from time to time, in their uncontrolled discretion, without notice to any Participating or Purchasing System:

(a) To retain indefinitely any investment made by them and any property, real or personal, transferred to them by any Participating or Purchasing System and to invest and reinvest in stocks, shares and obligations of corporations, of unincorporated associations (including, but not limited to, capital investments in joint ventures and limited partnerships), trusts and investment companies, or in a common trust fund, or in any other kind of personal (tangible or intangible) or real property, such investments to be in such amounts, upon such terms and of such character as the Trustees may deem advisable; subject, however, to the restrictions on and directions concerning investments set forth in G.L.c.32§23(2A)(h) and the fiduciary standards of care and prudence set forth in G.L.c.32§23(3); provided, however, that the Cash Fund shall consist primarily of money market funds or short-term obligations, including, by way of illustration and not of limitation, bonds, bills, notes, certificates of deposit, deposits at interest, bankers’ acceptances, sale and repurchase agreements and other evidences of indebtedness of the United States, instrumentalities of the United States, states or territories of the United States and political subdivisions thereof (including authorities or other public entities) and corporations;

(b) Subject to the provisions of G.L.c.32§23(2A)(h), to lend money to such borrowers as the Trustees may deem desirable;

(c) To buy, exchange, sell, give options and make contracts for such consideration and upon such terms as to credit or otherwise as the Trustees may deem desirable;

(d) To hold bonds, shares or other securities or property in bearer form or in the name of a nominee;

(e) To sue and be sued, to plead and be impleaded and to compromise, submit to arbitration or pay any claim or matter of difference;

(f) To maintain an office in the city of Boston in accordance with the provisions of G.L.c.32§23(2A)(j);

(g) To vote directly or to give general or special proxies or powers of attorney for voting or acting with respect to shares or securities, which may be discretionary and with power of substitution; to deposit shares or securities with, or transfer them to, protective committees or similar bodies; to join in, vote upon and act in any manner that the Trustees deem appropriate with

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respect to any reorganization, merger or consolidation; and to pay assessments or subscriptions called for in connection with shares or securities held by them;

(h) To employ investment counsel (on a discretionary or recommendation basis), custodians, brokers, accountants, auditors, agents and attorneys;

(i) To keep any or all of the trust property in any place or places in the Commonwealth of Massachusetts or elsewhere or with a depository or custodian at any such place or places;

(j) To execute assignments, notes, contracts or other instruments in writing, whether or not under seal, incident to any of the Trustees’ powers;

(k) To combine part or all of the Trust Fund for investment purposes with other funds of (i) plans that meet the requirements of Section 401(a) of the Internal Revenue Code (“Code”) that are exempt from tax under Section 501(a) of the Code, or (ii) governmental plans described in Section 414(d) of the Code or governmental units described in Section 818(a)(6) of the Code, and permitted by existing or future rulings under the Code to pool their respective funds in a group trust (the provisions of any such group trust shall be deemed a part of this Declaration of Trust with respect to any such investment or reinvestment);

(l) To accept and receive in trust, and combine with the Trust Fund, funds from any source, public or private, by gift, grant, bequest or otherwise; and

(m) To do all other acts in their judgment necessary or desirable for the proper administration of the Trust Fund or with respect to the investment, disposition or liquidation of any assets of the Trust Fund, although the power to do such acts is not specifically set forth herein.

SECTION 9.3. Expenses. The Trustees shall pay Expenses from the income of the Trust Fund. Expenses, in the discretion of the Trustees, may be assessed against the assets of the Trust Fund as a percentage of income collected or the aggregate fair market value of all assets managed hereunder, or any combination thereof.

SECTION 9.4. Trustees’ Compensation. Except as otherwise provided by law, the Trustees shall be entitled to no compensation for management and supervision of the Trust Fund or for fulfilling their responsibilities as Trustees hereunder, although they shall be reimbursed for their actual and necessary expenses.

SECTION 9.5. Executive Director; Trust Staff and Employees. In accordance with the provisions of G.L.c.32§23(2A)(f),(g), the Trustees shall employ an Executive Director who shall serve at their pleasure. The Executive Director shall, with the Trustees’ approval:

(a) plan, direct, coordinate and execute administrative and executive functions in conformity with policies and directives set by the Trustees;

(b) employ professional and clerical staff as necessary;

(c) report to the Trustees on all operations under his control and supervision;

(d) prepare an annual budget for review by the Trustees; and

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(e) undertake any other activities necessary to implement the power and duties of the Trustees hereunder.

SECTION 9.6. Books. The Trustees shall keep full records and books of account. The Trustees’ accounts shall be kept on an accrual basis or on a cash basis, in the Trustees’ discretion, provided that no change in accounting method shall be made during the course of a fiscal year.

SECTION 9.7. Audit. The Trustees shall at least once each year cause an independent certified public accountant to audit the Trust Fund. A copy of the report of such audit shall be furnished to each Participating or Purchasing System.

SECTION 9.8. Statements and Accounts. The Trustees shall cause statements of assets and transactions to be prepared and distributed to each Participating or Purchasing System. Annually, within ninety (90) days after the close of the Trust Fund’s fiscal year, the Trustees shall furnish a written account of the operation of the Trust Fund for the preceding fiscal year to the Board of each Participating or Purchasing System. Any Board to which an account of the Trustees is furnished may approve such account by an instrument in writing delivered to the Trustees. If objections to specific items in such account are filed with the Trustees within sixty (60) days after the account has been furnished and the Trustees believe such objections to be valid, the Trustees may adjust the account in such manner as they deem equitable under the circumstances. Each Board to which the Trustees furnish an account shall be notified by the Trustees of any adjustments so made. If

(a) all Boards to which such account of the Trustees is furnished approve such account, or

(b) no objections to specific items in such account are filed by any Board with the Trustees within sixty (60) days after the account has been furnished, or

(c) objections to specified items in such account are filed with the Trustees within sixty (60) days after the account has been furnished, and the Trustees give no notice of any adjustment to the account within one hundred and fifty (150) days after such account has been furnished,

then and in any of said events, the account of the Trustees, with respect to all matters contained therein (as originally furnished if no adjustment was made, or as adjusted if an adjustment was made), shall be deemed to have been approved by all Participating and Purchasing Systems.

SECTION 9.9. Annual Report. In addition to the statements and accounts described in Section 9.8, the Trustees shall annually, on or before May 1 (or such later date as may be set by the Public Employee Retirement Administration Commission) file with the Clerks of the House of Representatives and the Senate and with the secretary of the Board of each Participating System, on a form prescribed by said Commission, a sworn statement of the financial condition of the Trust Fund as of December 31 of the previous year.

SECTION 9.10. Fiduciary Bonds. No bond, surety or security shall be required of any Trustee or any employee of the Trust Fund unless the Trustees, in their sole discretion, determine bonding of any employee to be appropriate.

SECTION 9.11. Trustee Liability. No Trustee shall be liable for any act or omission of any other Trustee. Each Trustee shall be liable only for his own breaches of fiduciary duty, acts of willful dishonesty and intentional violations of law.

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SECTION 9.12. Third Parties. No one dealing with the Trustees hereunder need inquire into the validity of anything the Trustees may purport to do or need see to the application of any money paid or property transferred to or upon the order of the Trustees.

SECTION 9.13. Action by Majority. In accordance with the provisions of G.L.c.30A§11A1/2, a majority of the Trustees may act.

SECTION 9.14. Trustees’ Discretion. Whenever the Trustees are given discretion, such discretion shall be exercised and exercisable solely by them and shall not be subject to control, whether or not the particular provision providing for such discretion so states.

SECTION 9.15. Fiduciary Standards for Action. In accordance with the provisions of G.L.c.32§23(3), the Trustees shall discharge their duties for the exclusive purpose of providing benefits to the Participating or Purchasing Systems (and thereby to such systems’ members and beneficiaries) with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of like character and with like aims and by diversifying the investments of the Trust Fund so as to minimize the risk of large losses unless under the circumstances it is clearly prudent not to do so.

SECTION 9.16. Fiduciary Standards for Selection of Investment Counsel. The Trustees shall, to the best of their ability and in a manner consistent with sound investment policy, engage as investment counsel individuals or firms who subscribe to a code of professional ethics such as The Institute of Chartered Financial Analysts Code of Ethics and Standards of Professional Conduct.

SECTION 9.17. Conduct of Trustees. The provisions of G.L.c.268A relating to the conduct of public employees shall apply to each of the Trustees. In accordance with the provisions of G.L.c.32§23(2A)(b), with respect to investments made by the Trustees, the requirements of G.L.c.268A shall be met if the following procedure is complied with. If any Trustee has an interest or involvement in any investment which the Trustees propose to make, then the Trustees may make such investment if:

(a) such Trustee discloses his interest or involvement in advance to the other Trustees;

(b) such disclosure is contemporaneously recorded in the minutes of the Trustees; and

(c) such Trustee abstains from participating in any particular matter (as defined in G.L.c.268A§1) relating to such investment.

ARTICLE 10AMENDMENT

SECTION 10.1. Amendments. This Declaration of Trust may be amended from time to time by a written instrument signed and approved by a majority of the Trustees and filed with the Clerks of the House of Representatives and the Senate, subject to the approval of the Committee on Public Service in accordance with the provisions of G.L.c.32§23(2A)(e)(i). Notice of any such amendment shall be furnished to the Board of each Participating and Purchasing System as soon as practicable.

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ARTICLE 11MISCELLANEOUS PROVISIONS

SECTION 11.1. Agent for Process. The Trustees shall be deemed to represent all persons, natural or legal, having an interest in the Trust Fund for the purpose of all judicial proceedings affecting the Trust Fund or any asset thereof, and only the Trustees need be made a party to any such action. The Trustees shall give notice to the Attorney General of the Commonwealth of any such proceedings.

SECTION 11.2. Definition of Words. Feminine or neuter provisions shall be substituted for those of the masculine form, and the plural shall be substituted for the singular, or vice versa, in any place or places herein where the context may require such substitution or substitutions.

SECTION 11.3. Headings. Any paragraph or clause headings used throughout this instrument and any amendment to this instrument are for convenience and reference only, and the words contained therein shall in no way be held to explain, modify, amplify or aid in the interpretation, construction or meaning of the provisions of this instrument or any amendment to this instrument.

SECTION 11.4. Records. The Trustees acknowledge that the trust is a public trust, and through the Executive Director and his designees the Trustees shall keep accurate and detailed records of its transactions hereunder, and all its accounts, books and records relating thereto shall be open at all reasonable times to public inspection (subject to provisions of G.L.c.66A).

SECTION 11.5. Effective Date; Amendment of Prior Trust Agreement. This Declaration of Trust shall be effective upon its approval by the Committee on Public Service in accordance with the provisions of G.L.c.32§23(2A)(e)(i). This Declaration of Trust shall constitute an amendment and complete restatement of, and upon such approval shall supersede, that certain Declaration of Trust made on September 17, 1996 by Joseph D. Malone, John J. McGlynn, James B. G. Hearty, Daniel O’Neil, Joseph DeLorey, Glenn Johnson, Robert Brousseau and Ralph White, the then duly authorized and acting members of PRIM.

IN WITNESS WHEREOF, the undersigned Trustees have executed this instrument as of the 22nd day of September, 1998.

/s/Joseph D. Malone, /s/Glenn Johnson, /s/Angelo A. Amato, /s/Robert Brousseau, /s/James B. G. Hearty, /s/George F. McSherry, /s/Vikki L. Pryor/s/Ralph White

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EXHIBIT E

PRIM and PERAC Disclosure Forms

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(This page intentionally left blank.)COMMONWEALTH OF MASSACHUSETTS

PENSION RESERVES INVESTMENT MANAGEMENT BOARD

DISCLOSURE STATEMENT

FIRM: _________________________ADDRESS: _________________________

__________________________________________________

Firms seeking to provide investment management or consulting services (the “engagement”) to the Commonwealth of Massachusetts Pension Reserves Investment Management Board (“PRIM”) must complete a disclosure statement providing complete and accurate responses to the questions below. Firms selected to provide investment management or consulting 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 broad, 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. Describe in detail your firm’s organization structure, and identify any controlling stockholders, parents, subsidiaries, affiliates, partners, general partners, or principals (all such individuals or entities hereinafter collectively referred to as the “firm.”)

2. Identify any relationship of the firm, its joint ventures, consultants, lobbyists, subcontractors, agents, or placement agents that relate in any way to the engagement.

3. Aside from the engagement, describe any services provided by the firm to PRIM.

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4. Aside from the services described in response to question no. 3, 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.)

5. Aside from the services described in response to question nos. 3 and 4, above, describe any services provided by the firm to the Commonwealth of Massachusetts or any of its political subdivisions.

6. Did or will the firm provide or share, agree to provide or share, or arrange to provide or share any compensation or benefit, direct or indirect, to any individual or entity for assisting the firm in:

a) obtaining the engagement; or,b) performing the services required by the engagement.

If the answer to question no. 6 is “yes,” provide for each the individual or entity

a) the name and address of such individual or entity;b) a description of the assistance provided; andc) the compensation or benefit.

7. Does the firm have any ongoing relationship, arrangement or agreement with any individual or entity with respect to sharing compensation for services to:

a) PRIM;b) any trust, board, commission, or authority of which the Treasurer is a member or

trustee; orc) Massachusetts or its political subdivisions?

If the answer to question no. 7 is “yes,” provide for each such individual or entity

a) the name and address of such individual or entity;b) a description of the relationship, arrangement or agreement; and,c) the compensation shared.

Signed under the pains and penalties of perjury on this day of _______________, 2012.

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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) State Lottery Commission – M.G.L. c.10, s23

6) Emergency Finance Board – M.G.L. c.10, s47

7) Board of Bank Incorporation – M.G.L. c.26, s5

8) Water Pollution Abatement Trust – M.G.L. c.29, s2

9) Pension Reserves Investment Management – M.G.L. c.32, s23(2A)

10) Massachusetts Convention Center Authority – Chapter 190 of the Acts of 1982 ss31-48

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PERAC Disclosure

Please obtain the PERAC disclosure form at the following website, fill it out, and submit together with the COMMONWEALTH OF MASSACHUSETTS PENSION RESERVES INVESTMENT MANAGEMENT BOARD disclosure form: http://www.mass.gov/perac/forms/0803disclosurestatementconsultants.pdf

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EXHIBIT F

Portfolio Data Requests - Spreadsheet

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EXHIBIT G

Sample Investment Management Agreement

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INVESTMENT MANAGEMENT AGREEMENT

THIS AGREEMENT, dated as of [date], is made by and between the Pension Reserves Investment Management Board ("PRIM"), as trustee of the Pension Reserves Investment Trust (“PRIT”), and [manager] (the "Manager").

Introduction. Under Massachusetts General Laws, Chapter 32, Section 23, PRIM has general supervision of the investment and reinvestment of the PRIT Fund created by Chapter 32, Section 22 of such laws. PRIT has been established for the purpose of depositing, investing and disbursing amounts set aside to meet further liabilities of various public retirement systems in Massachusetts. PRIM is responsible for the administration of PRIT and enters into this Agreement appointing the Manager as investment manager of certain assets of PRIT pursuant to its authority under Massachusetts General Laws, Chapter 32, Section 23, subdivision (2A), paragraph (e), clause (iii).

1. Appointment of the Manager as Investment Manager. PRIM hereby appoints and retains the Manager, and the Manager agrees to serve as investment manager, upon and subject to the terms hereof, beginning at the opening of business on [date] (the “Effective Date”) and continuing until this Agreement is terminated in accordance with the terms hereof. The Manager hereby accepts appointment as such investment manager and agrees to provide services in accordance with (a) this Agreement, and (b) the investment objectives and investment guidelines set forth in Schedule A hereto (the “Investment Objectives and Guidelines”). The Investment Objectives and Guidelines may be modified from time to time by PRIM, upon at least thirty (30) days’ prior written notice to the Manager. Subject to such policies, the Manager shall use its best efforts to increase the value of the Account by causing the assets in the Account to be invested and reinvested from time to time.

2. The Account. The responsibilities and duties of the Manager are limited to the assets of the account designated by PRIM (the "Account"), which assets will be only a portion of the assets of PRIT. From time to time, PRIM may transfer other assets of PRIT to the Account or withdraw any assets from the Account upon written notice to the Manager. Nothing in this Agreement will constitute a commitment by PRIM to maintain any minimum amount of assets in the Account. The Manager also shall furnish to PRIM necessary assistance in the preparation of all reports relating to the Account now or hereafter required by applicable law.

3. Investment Objectives and Guidelines. The Manager will have full responsibility to invest and reinvest the Account, principally in marketable small/mid (SMID) cap domestic equity securities in accordance with the Investment Objectives and Guidelines, and in compliance with the Operating Trust of PRIM and all applicable laws and regulations.

4. Discretionary Authority. The Manager shall have only those powers set forth in the Operating Trust of the Pension Reserves Investment Management Board, as amended, which powers are explicitly granted to the Manager by PRIM in this Agreement and, with respect to the assets of the Account, all powers which are not so granted shall be exercised only by PRIM. Pursuant to Section 9.2(h) of the Operating Trust, PRIM authorizes the Manager to invest the Account in accordance with the Investment Objectives and Investment Guidelines set forth in Schedule A. PRIM reserves the right to control and invest all cash balances that may exist in the Account, and the Custodian (as defined in Section 6) will inform PRIM as to the need for or availability of cash as a result of securities transactions. In carrying out its responsibilities as investment manager, and subject to this Section 4, and the Investment Objectives and Guidelines, the Manager will have full and complete discretion to direct and manage the

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investment and reinvestment of assets in the Account with full and exclusive power and authority (a) to buy, sell, exchange, convert and otherwise trade in any securities as the Manager may select and (b) to establish and maintain and deal through accounts with one or more securities brokerage firms as the Manager may select. In making all such selections, the Manager will, bearing in mind the best interests of the Account, use its best efforts to obtain for the Account the most favorable net price and execution available. PRIM reserves the right to specify that any part of the securities transactions for the Account be directed by the Manager to securities brokerage firms that meet requirements or participate in programs or initiatives specified by PRIM. Consistent with Massachusetts General Laws, Chapter 32, Section 23, subdivision (2A)(h), in selecting brokerage firms, the Manager will use its best efforts to benefit and expand the economic climate of the Commonwealth of Massachusetts, including by utilizing brokerage firms within the Commonwealth, so long as this is consistent with its duties and obligations hereunder.

5. Confidentiality. The Manager will maintain in strictest confidence the investment advice and information it furnishes to or receives from PRIM or the Custodian (as defined in Section 6) in connection with this Agreement; provided, however, that the Manager will be permitted to disclose or communicate to a proper party any information received from PRIM or the Custodian or developed by the Manager under the terms of this Agreement, if such disclosure or communication is necessary to carry out the purposes of this Agreement or is required by law. Before such disclosure or communication, the Manager, unless prohibited by law, will notify PRIM of the information to be disclosed or communicated and the party to whom that information will be disclosed or communicated. The terms of this paragraph shall not be interpreted so as to prevent the Manager from providing investment advice to other clients who share comparable investment objectives with PRIM, or to prohibit the Manager from utilizing the Manager’s investment experience or performance with respect to the Account on an undisclosed basis for use in composite performance presentations. The Manager hereby approves of periodic reports by PRIM and its staff of the Manager’s investment program and investment results hereunder, recognizing that such reports may be public records available to the media and the public.

6. Custody of Account Assets. PRIM has entered into an Agreement with BNY Mellon to act as custodian for all assets of PRIT being managed by investment managers, including without limitation any cash which may be in the Account from time to time, and no assets of the Account may be delivered or paid to the Manager. The entity serving as such custodian from time to time is herein referred to as the “Custodian”. The Manager will furnish to the Custodian, with a copy to PRIM, a list of the Manager’s personnel who are authorized to give instructions to the Custodian with respect to the Account, and will forthwith upon any change in such personnel furnish an amended list to the Custodian, with a copy to PRIM. The Custodian will maintain separate records for the Account, and the Manager agrees to furnish to the Custodian all information reasonably necessary to maintain such records. The Manager shall have no responsibility or liability with respect to the acts, omissions or other conduct of the Custodian. PRIM reserves the right to change the Custodian upon thirty (30) days’ notice to the Manager.

7. Statement of Account; Valuation; Reports. The Manager shall keep full and complete records of all transactions with respect to the Account and will, at the end of each month during the term of this Agreement, render a statement thereof to PRIM together with a portfolio analysis of the Account and performance comparisons related thereto, and a listing of applicable transaction costs including brokers used and commissions paid, if any, to brokers and the average cents per unit for trades. The Manager shall also furnish to PRIM such additional reports with respect to the Account as PRIM shall reasonably request from time to time, including the information set forth in Schedule C hereto (“Investment

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Manager Compliance” reports). On a monthly basis, no later than the seventh business day, the Manager shall also deliver to the Custodian a report of all transactions in the Account during the prior month and a listing of each investment in the portfolio and its net asset value at the end of said month. The Manager shall also from time to time, but no less than semi-annually, attend meetings (which, in PRIM’s sole discretion, may be by telephone conference) with PRIM to discuss the Account and the investment outlook.

PRIM shall cause the Custodian to provide the Manager with an appraisal of the assets in the Account as of the last business or trading day of each month, together with a transaction statement for the month listing all transactions occurring during the month as well as opening and closing cash balances. This statement will be rendered on a trade date basis and include any accrued income calculations. The Manager shall be responsible for reconciliation of the Account with the Custodian on a monthly basis, and shall promptly notify PRIM of all unresolved material differences.

The Manager shall promptly notify PRIM in writing (1) of any change in the Manager’s representations in this Agreement during the term of this Agreement; (2) of any change in the senior management and key investment professionals, or material changes in ownership of the Manager’s organization; (3) of any change in the senior portfolio management team of the Account; (4) of any change in approach to the management of the Account; (5) of any other material change in the Manager’s business activities or circumstances, including changes affecting the Manager’s equity capital; (6) of any action taken by the Manager that is contrary to or inconsistent with this Agreement, including the Investment Objectives and Investment Guidelines set forth in Schedule A; and (7) of the commencement by any governmental regulatory or law enforcement agency of any investigation, examination or other proceeding directly involving the Manager, its owners, or employees, except such investigations, examinations or other proceedings as are routinely conducted in the ordinary course of the Manager’s business.

8. Fees and Expenses. The Manager will be entitled to receive from PRIM as complete compensation for services rendered hereunder the fees set forth in Schedule B hereto. The Fee Schedule may be modified by mutual agreement of the parties in writing. Such fees will be paid by PRIM at the times and in the manner specified in the Fee Schedule, and will be pro-rated from the Effective Date. The Manager will not be paid or reimbursed for any expenses except to the extent permitted by PRIM in writing. In the event that the Manager currently or at any time during the continuation of this Agreement performs similar services for other clients with a similar dollar level of assets at a lower or more favorable fee schedule, the Manager will promptly notify PRIM of such arrangement.

9. Services Not Exclusive. The services of the Manager and its personnel to be provided under this Agreement are not exclusive, and the Manager may provide services to others and engage in other activities, but the Manager will allocate such personnel and devote such efforts as are necessary for it to carry out its duties under this Agreement. The Manager may give advice and take action in the performance of its duties with respect to any of its clients which may differ from the advice given, or the timing or nature of action taken, with respect to the Account, so long as the Manager adheres to a policy of allocating investment opportunities to the Account over a period of time on a fair and equitable basis relative to other clients. Nothing in this Agreement shall impose upon the Manager any obligation to purchase or sell for the Account any security or other property which the Manager purchases or sells for its own account or the account of any other client if, in the opinion of the Manager, such transaction or investment appears unsuitable, impracticable or undesirable for the Account.

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10. Procedures. All transactions will be consummated by payment to, or delivery by, PRIM, or such other party as PRIM shall have designated in writing as the Custodian. Instructions of the Manager to PRIM and/or the Custodian will be made in writing (or by such electronic means as the Manager and PRIM and/or the Custodian may establish and maintain from time to time). The Manager will instruct all brokers or dealers executing orders on behalf of the Account to forward to PRIM and/or the Custodian copies of all brokerage confirmations promptly after execution of transactions. The Manager shall have full and complete discretion to establish accounts with one or more securities brokers as the Manager may select. The Manager shall not be responsible for any acts or omissions by any such broker or brokers, or third parties. The Manager is hereby authorized to combine orders on behalf of the Account with orders on behalf of other clients of the Manager. As set forth in Section 4, the Manager will use its best efforts to obtain the most favorable net price and execution available on securities traded for the Account.

11. Persons Authorized to Act for the Manager. The Manager will from time to time certify to PRIM the name of the person or persons authorized to act on its behalf and will give PRIM a specimen of his or their signatures. Any person so certified will be an authorized representative of the Manager for purposes of this Agreement and his authority to act on behalf of the Manager will continue until notice to the contrary is given by the Manager and received by PRIM.

12. Persons Authorized to Act for PRIM. PRIM may from time to time designate any person or persons to act on its behalf in giving instructions, directions, notices or other communications to the Manager and will certify the name of such person or persons to the Manager and give the Manager a specimen of his or their signatures. The authority of any such person to act on behalf of PRIM will continue until notice to the contrary is given by PRIM and received by the Manager. All oral instructions shall be promptly confirmed in writing.

13. Proxies. PRIM will vote all proxies for securities held in the Account. The Manager shall, in conjunction with PRIM and the Custodian, develop procedures to facilitate the timely exercise by PRIM of these rights.

14. Representations by the Manager. The Manager represents and warrants that it is registered and in good standing as an investment adviser pursuant to the Investment Advisers Act of 1940, as amended, and that it has completed, obtained or performed all other registrations, filings, approvals, authorizations, consents or examinations required by any government or governmental authority for the performance of the acts contemplated by this Agreement. The Manager will deliver documentation of such compliance annually or as PRIM may reasonably request. PRIM acknowledges receipt of Parts I and II of the Manager’s Form ADV, and the Manager's Disclosure Statement, as required by Rule 204-3 under the Investment Advisers Act of 1940, not less than 48 hours prior to the date of execution of this Agreement.

15. Termination. This Agreement may be terminated at any time by PRIM upon written notice to the Manager of such termination, and by the Manager upon thirty days’ written notice to PRIM, effective as of the date set forth in such notice. Any termination of this Agreement shall be without payment of any penalty by PRIM.

A pro rata determination of fees, if appropriate, will be made for any quarter in which this Agreement has been terminated. Any performance fee owed but still due at time of termination will be

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paid over the remaining time and in accordance with the established payout schedule as provided for in Schedule B.

PRIM may also at any time without prior notice direct the Manager to cease activity with respect to the Account, provided, however, that all trades executed but not settled prior to such direction shall be settled. Upon termination the Manager shall cooperate with PRIM to transfer the securities and other assets in the Account and on the effective date of the termination of this Agreement or as close to such date as is reasonably possible, the Manager shall provide PRIM with a final report containing the same information as provided in the monthly reports provided pursuant to Section 7.

16. Fiduciary Status of the Manager; Chapter 268A. With respect to the performance of its duties and responsibilities hereunder for the Account, the Manager acknowledges that it is a "fiduciary" within the meaning of Chapter 32 of the Massachusetts General Laws. The Manager will discharge its duties and responsibilities under this Agreement in accordance with the fiduciary standards of conduct and other requirements as they apply to the Manager. The Manager is advised of the existence of Massachusetts General Laws, Chapter 268A (the Massachusetts "Conflict of Interest" statute), and is expected to act and perform its duties in accordance with such provisions. The Manager acknowledges that PRIM has delivered a copy of Chapters 32 and 268A of the Massachusetts General Laws as currently in effect to the Manager.

17. Liability. The Manager shall not be liable for the selection of the Investment Objectives and Guidelines but shall be responsible for the management of the Account in accordance therewith and with such other instructions as PRIM may provide from time to time. In addition to those requirements set forth in Section 16, at all times the Manager shall exercise the care, skill, prudence, and diligence under the circumstances then prevailing that a prudent expert acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of like character and with like aims. The Manager shall have no responsibility whatsoever for the management of any other assets of PRIT and the Manager shall have no duty, responsibility, or liability in connection with the operation or the administration of PRIT. The Manager shall not be subject to liability for any act, omission or mistake of judgment in the course of, or connected with, the performance of its responsibilities hereunder, except for its own negligence, willful misconduct or lack of good faith. Nothing herein shall be construed to waive any liability that the Manager has under applicable federal or state securities laws, or ERISA. No obligation of the Manager, under this Agreement or otherwise, shall be binding personally upon any of the shareholders, officers, agents, employees or trustees of any trust which the Manager may have established.

18. Authority. Each of the parties to this Agreement represents that it is duly authorized and empowered to execute, deliver and perform this Agreement, that such action does not materially conflict with or violate any provision of law, rule or regulation, contract, deed of trust, or other instrument to which it is a party or to which any of its property is subject, and that this Agreement is a valid and binding obligation, enforceable against such party in accordance with its terms.

19. Bonding. The Manager agrees to maintain during the term of this Agreement any fidelity bond with respect to the assets of the Account which it would have to maintain to satisfy Section 412 of ERISA and the regulations thereunder if PRIM or PRIT were subject to the terms of ERISA.

20. “Soft Dollar” and Other Arrangements. On an ongoing basis not less than annually, the Manager will identify and provide a written description to PRIM of all “soft dollar” arrangements that it

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maintains with respect to the Account or with brokers or dealers which execute transactions for the Account. Prior to the commencement of the active management of the Account, and periodically thereafter, but no less often than annually, the Manager shall provide PRIM with a written description of all arrangements with third parties and other individuals, entities, brokers or money management firms who have or may receive or share in the payment of fees for services in connection with securing or continuing this Agreement.

21. Confirmations. The Manager will arrange to have brokers who effect transactions for the Account send to the Custodian confirmations of purchases and sales. Upon written request of PRIM, the Manager will arrange to have copies of any of the foregoing sent to any other persons designated by PRIM.

22. Communication. Any approvals, instructions, directions, notices or other communications (other than oral instructions described in Section 12) pursuant to this Agreement will be mailed or delivered:

a) to PRIM at:

Pension Reserves Investment Management Board84 State Street, Suite 250Boston, Massachusetts 02109Attention: Michael G. Trotsky, CFA, Executive Director

b) to the Manager at:

[manager]

c) to the Custodian at:

BNY Mellon135 Santilli HighwayAIM 026-0313Everett, MA 02149

Either party may change the address for notices or other communications to it by written notice to the other stating the new address. PRIM may change the name and address for notices or other communications to the Custodian by written notice to the Manager. Notices from either party to the other will be effective when received by the addressee.

23. Assignment, etc. The Manager will not assign this Agreement without the prior written consent of PRIM. This Agreement constitutes the entire Agreement of the parties with respect to its subject matter and may only be amended by a written amendment signed by both parties.

24. Headings; Attachments. Headings are for convenience only, and the text of this Agreement will govern the rights and obligations of the parties. Each of the Attachments hereto is incorporated herein by reference. Capitalized items used herein have the same meanings as in this Agreement.

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25. Disputed Matters. With respect to any controversy or dispute arising out of this Agreement, interpretation of any of the provisions hereof, or the actions of the Manager or PRIM hereunder, each of the parties consents to the non-exclusive jurisdiction of all of the federal and state courts in the Commonwealth of Massachusetts, agrees that venue with respect to any action in such Commonwealth shall lie exclusively in Suffolk County, Massachusetts, and waives any defense of forum non conveniens; provided, however, that at the sole election of PRIM, any such controversy or dispute shall be submitted to arbitration before the American Arbitration Association under the Commercial Arbitration Rules then obtaining of said Association, such arbitration to be held in Boston, Massachusetts, and judgment upon any award thus obtained may be entered in any court having jurisdiction thereof. In any such arbitration each party to the arbitration shall bear its own expenses, including expenses of attorneys, financial experts and other witnesses; any arbitration fees and expenses of the arbitrators shall be divided equally between the disputing parties. Service of process on either party shall be deemed effective if made in the manner prescribed for the giving of notice in Section 22.

26. Massachusetts Law. This Agreement will be considered to be an instrument made under seal in the Commonwealth of Massachusetts and it will be construed and the rights and obligations of the parties determined in accordance with the laws of said Commonwealth, without giving effect to conflicts of laws principles.

IN WITNESS WHEREOF, the Manager and PRIM have executed this Agreement as of the date first above written.

PENSION RESERVES INVESTMENTMANAGEMENT BOARD

BY:_____________________________Michael G. Trotsky, CFA, Executive Director

[manager]BY:______________________________NAME: ___________________________

TITLE:___________________________

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[Manager]

Schedule A: Proposed Investment Objectives and Guidelines(Active US SMID Cap Equity)

(Specific guidelines will be customized with managers)

I. Investment Objectives

The Manager’s performance benchmark is the Russell 2500 Index.

[To be customized to strategy]

II. Investment Guidelines

A. Authorized Investments

[To be customized to strategy]

B. Specific Investment Guidelines

[To be customized to strategy]

C. Portfolio Characteristics

[To be customized to strategy]

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[Manager]

Schedule B: Fee Schedule

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[Manager]

Schedule C: Manager Compliance Report

Compliance Certification

In addition to the requirements of Paragraph 7 of the Investment Management Agreement, as soon as practicable at the close of each calendar quarter, the Manager shall certify to PRIM that:

1. the Manager has not deviated from the Investment Guidelines set forth in the Investment Objectives and Guidelines (Schedule A to the Investment Management Agreement);

2. the Manager has not deviated from the requirements of Massachusetts General Laws, chapter 32, section 23, concerning certain investments relating to South Africa and Northern Ireland, Iran, tobacco and Sudan.

If the Manager is unable to provide either of the certifications outlined above, the Manager shall provide PRIM with a detailed written explanation.

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[Manager]

Schedule D: Monthly Reconciliation Procedure

The Manager shall strike a monthly reconciliation with PRIM’s Custodian. This Schedule describes the reconciliation procedure that Manager will follow with respect to PRIM’s Account.

The attachments are as follows:

A. Monthly Reconciliation Schedule . This schedule (Attachment 1) details the timetable that must be followed each month.

B. Reconciliation Form . This is the form (Attachment 2) for reconciling with Custodian. The form must be filled out completely, with supporting data as necessary. The form comprises a number of reconciliation “elements” (shares, CUSIP number, income, etc.).

Reconciliations are completed when the Manager has accomplished the following steps:

1. reconciled both the CUSIP and share number for each security position with those shown on the Custodian’s records;

2. compared Custodian’s prices on each security to Manager’s prices and challenged Custodian’s prices on securities (if any) that exceed the Manager’s internal pricing tolerances;

3. reconciled portfolio income for the period with that shown on Custodian’s records;

4. noted methodology differences on the reconciliation form;5. resolved all differences with Custodian within a tolerance of less than or equal to

twenty five basis points (0.25%); and6. updated the Manager’s records to reflect all corrections necessary.

C. Methodology Schedule . This lists various methods by which Custodian arrives at the final

net asset value of a portfolio. If methodology differences consistently result in portfolio market values outside the monthly ten basis point tolerance, it may be necessary to refer to this schedule to determine the source of the problem. In all cases of conflicting methodologies, Custodian’s methodology will govern.

D. Monthly Performance Report . Once the accounting reconciliation has been completed, Attachment 4, the format for a performance comparison, must be completed and faxed to the Custodian contact shown on this Attachment. Custodian Analytics will compare the Manager’s return to their returns and, in the event the difference between the Manager’s return and the Custodian return is excessive, Custodian will contact the Manager to resolve such discrepancies.

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In order to adhere to the timetable set forth in Attachment 1, the Manager will need to have the Custodian’s online system installed in the Manager’s operations area so that reconciliation can be performed electronically. The Manager will be required to use the custodian’s online application to download the custodian’s information into the Excel-based reconciliation form (Attachment 2). The Manager will then add their own data, calculate differences, complete the reconciliation and explain significant variances or methodology differences at the security level and, if applicable, in the aggregate as described above, and in accordance with the timeframes outlined in Attachment 1. If the Manager does not already have the Custodian’s online system in its operations group, the Manager should contact the Custodian’s investment manager services area.

In addition to the Manager’s contacts at the Investment Manager Services area of Custodian, all the Manager’s operations personnel involved with the reconciliation process should be given the name of PRIM’s client service officer at Custodian (PRIM will supply the name, telephone number and email address of this individual to the Manager). The supervisor of the Manager’s operations area should call or email this individual immediately with the names of the Manager’s operations personnel who work on the PRIM reconciliation, a description of their roles, and their telephone numbers.

Payment of the Manager’s fee is shall be contingent upon the Manager reconciling with the Custodian as provided above.

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ATTACHMENT 1

PRIMPUBLIC MARKETS INVESTMENT MANAGERMONTHLY RECONCILIATION SCHEDULE

First business day:PRIM sends expense accrual information to Custodian for input.

Second business day: Custodian sends preliminary net asset value data to public markets managers via online system or other electronic means (Available the morning of third business day).

Third business day: Public markets managers perform preliminary reconciliation of net asset value using summary data on online system.

Fifth Business day: Public markets managers complete and return to Custodian preliminary reconciliations of net asset value as per Attachment 2.

Seventh business day: Public markets managers and Custodian resolve any discrepancies, as per Attachment 2. Public markets managers complete and return to Custodian Attachment 5, Monthly Performance Report.

Tenth business day: Custodian notifies managers that all accounts are final and all info is available online on Workbench for them to pull as needed.

Eleventh business day: Public markets managers and Custodian complete final performance reconciliation. Public markets managers advise PRIM by fax that both the final account reconciliation and the performance report are complete.

Twelfth business day: Custodian Analytics issues final performance reports.

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ATTACHMENT 3

METHODOLOGY DIFFERENCES

I. Pricing

The Manager should address questions regarding pricing challenges to PRIM’s Client Service Officer at the Custodian.

II. Amortization.

Custodian accrues interest on bonds and does not amortize.

III. Trade date vs. settlement date accounting.

Custodian reflects all holdings as of trade date.

IV. Exchange rates.

Custodian uses RT12 (Reuters 12 Noon London time, last trading day of the month) exchange rates to establish the dollar price of non-dollar securities.

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V. Posting of dividends and interest.

Custodian reflects dividend and interest income as of ex-date.Custodian accrues interest income daily based on the parameters of the fixed income instrument.

VI. Computation of realized gain and loss.

Custodian calculates the average cost of each security in the portfolio and uses this as a basis from which to compute the realized gain or loss on the position.

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ATTACHMENT 4

PENSION RESERVES INVESTMENT MANAGEMENTMonthly Performance Information

TO: [Custodian] PHONE#:FAX#:

FROM: Phone#:

COMPANY: Fax#:

SSB FUND:

MONTH:

Prior Month Current MonthMonth End Market Value:Net Cash Flow (Contributions/Withdrawals)Portfolio Management Fee

Investment Results:

Rate of ReturnGross of Fees

Rate of ReturnNet of Fees

Current MonthYear to Date

Comments (Major Flows, Corrections to prior month values or returns):

THIS COMPLETED DOCUMENT MUST BE RECEIVED BY CUSTODIAN NO LATER THAN THE END OF THE SEVENTH BUSINESS DAY AFTER MONTH END, IN ORDER FOR RECONCILIATION TO BE COMPLETE.

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EXHIBIT H

PRIM Investment Policy

Please go to the link below to see the Investment Policy:http://www.mapension.com/investments

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