April 6, 2012

Dear Potential Provider:

The Massachusetts Pension Reserves Investment Management (“PRIM”) Board is requesting proposals from firms interested in providing Hedge Fund of Fund Transition Management Services.

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 eceived by 3:00 p.m.,Monday, April 16, 2012. In addition, one original and one copy of the response should be sent to:

Hannah Commoss

Deputy Chief Investment Officer – Public Markets

Director of Strategic Initiatives

Pension Reserves Investment Management Board

84 State Street, Suite 250

Boston, Massachusetts 02109

Further instructions for response submission are included in the RFP. Questions concerning the RFP must be submitted to the Procurement Officer no later than 3:00p.m., Wednesday, April 11, 2012.

We appreciate the time and effort required to respond to this RFP. Each respondent submitting to PRIM can be assured that the same time and effort will be expended in evaluating the responses that are submitted for consideration. We look forward to your response.

Sincerely,

Michael G. Trotsky, CFA

Executive Director

PENSION RESERVES INVESTMENT MANAGEMENT BOARD

84 State Street, Boston, Massachusetts 02109

REQUEST FOR PROPOSALS (RFP)

Hedge Fund of Fund Transition Management Services

April 6, 2012

  1. SCOPE OF SERVICES.

The Commonwealth of Massachusetts Pension Reserves Investment Management (“PRIM”) Board seeks proposals for Hedge Fund of Fund Transition Management Services. Specifically, PRIM is seeking a qualified firm(s) to transition and liquidate four hedge fund of funds separate accounts, with a total valueof approximately $2.8 billion (approximately 175 underlying hedge fund investments). This will include, but is not limited to: correspondence, re-registrations and cash management.

II.BACKGROUND INFORMATION.

A.Legal Structure of PRIM.

PRIM was created in 1983 by the Commonwealth of Massachusetts through legislation (Chapter661 of the Acts of 1983, as amended by Chapter315 of the Acts of 1996) to provide general supervision of the investments and management of the Pension Reserves Investment Trust (“PRIT”) Fund. The PRIT Fund was created by the same legislation and is the investment portfolio for the assets of the State Employees’ and State Teachers’ Retirement Systems, as well as local retirement systems that choose to invest in the PRIT Fund.

PRIM is governed by a ninemember 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 threeyears; (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 threeyears; (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 fouryears.

The mission of the PRIT Fundis to ensure that current and future pension benefit obligations are adequately funded in a costeffective manner. PRIM therefore seeks to maximize the total return on investments within acceptable levels of risk for a public pension fund. Under current law(as amended by Section 45 of Chapter 68 of the Acts of 2011) by the year 2040, the PRIT Fundwill have grown, through annual payments in accordance with a legislatively approved funding schedule and through total return on investment of the PRIT Fund, to an amount sufficient to meet the thenexisting pension obligations of the Commonwealth. The Commonwealth has adopted a schedule of state pension appropriations that assumes a longterm actuarial rate of return for the PRIT Fund of 8.25%.

The ninemember board of trustees, as trustees for each retirement system that invests in the PRIT Fund, 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.

PRIM is the legal custodian of the PRIT Fundand has fiduciary responsibility for the assets transferred to the PRIT Fundby state and local retirement systems. PRIM selects the PRIT Fund’sinvestment managers and advisors, reviews and evaluates total PRIT Fundand individual investment manager performance, and performs various other activities in the daily management of the PRIT Fund. As of February 29, 2012,the PRIT Fundhad net assets totaling approximately $50 billion.

PRIM has established advisory committees (Investment, Administration & Audit, Real Estate & Timber, and Compensation) to provide a broad range of input to the Board. These committees are generally comprised of several Board members and also private citizens with investment and/or business expertise. All significant policies and investments are ultimately approved by the Board.

Please refer to Exhibit A for PRIM’s Operating Trust Agreement.

B. MGL Chapter 32.

PRIM is governed by Massachusetts General Laws (“MGL”), Chapter 32, Sections 22 and 23 (weblink attached atExhibit C) 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 A). 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.

C. MGL Chapter 268A.

The MassachusettsConflict of Interest Law(weblinkattached atExhibit C) applies to PRIM, including its employees and volunteers, and can apply whether paid or unpaid, full or part-time, intermittent or temporary, and can apply to what such persons may do on the job, after hours, on the side, and/or what they may do after they leave PRIM service.

D. MGL Chapter 30A, Sections 18-25.

The Massachusetts Open Meeting Law (MGL Chapter 30A, Sections 18-25, weblink attached atExhibit C) ensures transparency in public policy deliberations. Because the democratic process depends on the public having knowledge of the considerations underlying governmental action, 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.

E. 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 long-only investment consultant, New England Pension Consultants provides asset allocation consulting services, CliffWater Associates serves as hedge fund consultant, Hamilton Lane is the private equity consultant, and The Townsend Group provides real estate and timber consulting services. KPMG is the Fund’s Real Estate, Timber and Hedge Fund of Funds auditor. Deloitte provides general tax services. BNY Mellon is the Fund's custodian and is responsible for providing record-keeping and analytic performance valuations for the Fund.

Please refer to PRIM’s website at to learn more about PRIM and its oversight of the PRIT Fund.

III. RFP SPECIFICATIONS.

A.Deadline for Proposals.

Proposals, including all attachments, must be delivered electronically via e-mail eceived by 3:00 p.m. on Monday, April 16, 2012(the “Proposal Deadline”). Any Proposal received after the Proposal Deadline will not be considered.

In addition, one original and one copyof the Proposal should be sent to PRIMas listed below:

Hannah Commoss

Deputy Chief Investment Officer – Public Markets

Director of Strategic Initiatives

Pension Reserves Investment Management Board

84 State Street, Suite 250

Boston, Massachusetts 02109

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 fromthe PRIM website at

B.Required Enclosures and Attachments.

In addition to the responses to the questions in Section VIIof this RFP, the following information must be included in your response:

1.Cover Letter.Proposals must be accompanied by a cover letter, which will be considered an integral part of theProposal, 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 at the Respondent for thePRIM account should the respondent be selected; (c) the title or position which the signer of the cover letter holds at the respondent; and (d) a statement to the effect that theProposal and itsfee Proposalserve as a firm and irrevocable offer to provide services to PRIM.

  1. Representations and Warranties. The Representations and Warranties contained in Section VIII hereof, signed by an authorized representative of the respondent, must be included as an attachment to the cover letter referenced in (1) above.
  1. Disclosure Statement. Attached to this RFP as Exhibit B 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 bothas attachments to the cover letter referenced in (1) above. YOU MUST COMPLETE AND INCLUDE BOTH THE PRIM AND PERAC DISCLOSURE FORMS OR YOUR SUBMISSION MAY NOT BE CONSIDERED.

C.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.

D. 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.

E.Communications with PRIM.

PRIM’s Procurement Officer for this RFP is:

Hannah Commoss

Deputy Chief Investment Officer – Public Markets

Director of Strategic Initiatives

Pension Reserves Investment Management Board

84 State Street, Suite 250

Boston, Massachusetts 02109

Persons and/or entities intending to submit a response to this RFP should not contact PRIMafter April 9, 2012, (including PRIM staff, members of the PRIM advisory committees, members of PRIM, or employees of the Massachusetts Treasury), other than the PRIM 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.

F.Questions Regarding the RFP.

All questions concerning this RFP must be submitted in writing by email to y3:00 p.m.on Wednesday, April 11, 2012(the "Question Deadline"). 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 requestedby email a copy of submitted questions and PRIM’s responses. Questions submitted after the Question Deadline will not be answered.

G. Incurring Costs.

PRIM is not responsible for any costs incurred by a respondent in responding to this RFP.

H.Withdrawal/Irrevocability of Responses.

Respondants may withdraw and resubmit Proposals prior to the Proposal Deadline. No withdrawals or re-submissions will be allowed after the Proposal Deadline.

I.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.

  1. MINIMUM QUALIFICATIONS.

A Respondent must meet the following minimum qualification in order to be given further consideration. Failure of a Proposal to demonstrate that it meets thisminimum qualificationwill result in the Proposal’s rejection.

Basic Minimum Qualification.

All Proposals must demonstrate that the respondent meets the following minimum qualification:

The respondent must demonstrate that it has provided, during the 5-year period preceeding the issuance of this RFP, hedge fund of fund transition management services to at least one (1) institutional investor whoseassets under management (AUM) are in excess of $1 billion.

V.SELECTION PROCESS & SELECTION CRITERIA.

Proposals will be evaluated by a search committee thatmay include members of the PRIM Board, its advisory committees, staff, and others.Respondents may be invited to interview with the search committee should the search committee determine that such an interview would be helpful; responses and respondents may, however, be evaluated solely on the basis of the submitted Proposal, without an interview.

PRIM will apply the criteria set forth below in reviewing the respondents’ qualifications. The search committee will assign a rating of either "Highly Advantageous", "Advantageous", "Acceptable", or "Unacceptable" to each of the categories listed below. Respondents receiving a rating of "Unacceptable" in any category will likely not be considered further.

Selection Criteria (not necessarily weighted equally):

  1. Relevant Qualifications and Experiencewith Institutional Investors. Experience with Public Pension Funds is preferable.
  2. Knowledge of Subject Matter.
  3. Quality of Response (both in terms of content and presentation).
  4. Proposed Team.
  5. Approach and Work Plan with Timeline for Deliverables.
  6. References.
  7. Fee Proposal.

VI.TENTATIVE TIMETABLE.

The following is the tentative time schedule for PRIM’s search for firms to provide Hedge Fund of Funds Transition Managementservices. All dates are subject to modification by PRIM.

Issuance of RFP:April 6, 2012

RFP Question Deadline:April 11, 2012

3:00 p.m. EST

RFP Answers Posted:By April 12, 2012

RFP Response Deadline:April 16, 2012

3:00 p.m. EST

Search Committee Review:Week of April 16, 2012

Projected

Commencement Date:April 30, 2012

VII.QUESTIONS.

Please provide complete responses to the following questions:

  1. Please detail the team that will be assigned to this engagement. Please include the current role of each individual, number of years with the firm, and historical biography.
  1. Please describe your firm’s experience liquidating hedge fund of fund portfolios. Please detail the number of hedge fund of fund liquidations your firm has performed in the last 5-years and the size of each engagement (both in terms of assets and number of underlying funds requiring transition).
  1. Please describe your firm’s experience transitioning, re-registering and aggregating underlying hedge fund positions held in multiple hedge fund of funds’ portfolios.Does your firm have experience assisting clients with the transition of said positions to a single structure, where applicable (ex: moving positions from onshore to offshore, or vice versa)? Please detail the number of transitions of this nature your firm has performed in the last 5-years and the size of each engagement (both in terms of assets and number of underlying funds requiring transition/re-registration).
  1. Please describe how your firm would accomplish the take-over, transition and liquidation process of the hedge fund of funds portfolios. Please detail each step, and the corresponding timeline for completion.

Information regarding the specific holdings of the four Hedge Fund of Funds portfolios to be transitioned is confidential and protected from public disclosure (see M.G.L. c.32, s.23(6)), and accordingly may be obtained by respondents to this RFP only by request emailed to the Procurement Officer, ; submission of such a request for the portfolio holdings shall constitute the requester’s agreement to maintain the confidentiality of the information and to refrain from disclosing the information to third parties.

  1. Is your firm able to assist PRIM with all components of the transition assignment as detailed in the sample Investment Management Agreement attached (Exhibit D)?
  1. Are secondary sales of positions advisable for this transition? If so, please describe your experience in selling positions on a secondary market.
  1. How would you evaluate PRIM’s side pocket exposure? Have you sold any side pocket exposure on the secondary market?
  1. Do you anticipate requiring legal assistance from PRIM to complete the transition? If so, please describe.
  1. How do you measure the performance/effectiveness of your transition management services?
  1. Please detail your fee bid for this Hedge Fund of Fund transition assignment.
  1. REPRESENTATIONS AND WARRANTIES.

All respondents are required to submit an executed copy of the following Representations and Warranties asan attachment to the cover letter described in Section III.B.1 of this RFP:

A.The respondent warrants that, if engaged by PRIM, it will not delegate any responsibilities to an outside party without prior approval by PRIM.

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 meets the Minimum Qualificationstated in Section IV of this RFP.

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Signature

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Print Name

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Title

EXHIBITS
EXHIBIT A: PRIM Board Operating Trust Agreement

THE COMMONWEALTH OF MASSACHUSETTS

PENSION RESERVES INVESTMENT MANAGEMENT BOARD

84 State Street

Suite 250

Boston, Massachusetts 02109

(617) 946-8401