Boston Investment Regulations

PERAC Approval Date

Regulation Number

Supplemental Investment Regulation

June 16, 2011 16.08

In accordance with Investment Guideline 99-3, the Boston Retirement Board is authorized to invest in Sterling Capital Partners IV.  The Board has been a satisfied investor in Sterling Capital’s three predecessor funds.  The management team and strategy are essentially the same.  The manager has submitted the required updated regulatory documents.

June 6, 2011 16.08

In accordance with Investment Guideline 99-3, the Boston Retirement Board is authorized to invest in the Siguler Guff Distressed Opportunities Fund IV.  The Board has been a satisfied investor in Siguler Guff’s three predecessor funds.  The investment strategy and portfolio management team are essentially unchanged.  The manager has submitted the required updated regulatory documents.

June 25, 2010 16.08

In accordance with Investment Guideline 99-3, the Boston Retirement Board is authorized to invest in Westech Investment Advisors Inc.’s Venture Lending & Leasing VI.  The Board has been a satisfied investor in the manager’s three predecessor funds with similar strategy and the same management team, and it has submitted the required updated documents.

May 25, 2010 16.08 The Boston Retirement Board is authorized to invest in the RhumbLine Core Bond Pooled Index Fund on a temporary basis.  This investment is necessary as a result of unanticipated delays in final passage of the legislation intended to split the assets attributable to the Teachers and non-Teachers.  As a result of its existing relationship with RhumbLine, the Board, in conjunction with its investment consultant, determined that a temporary investment in the firm’s bond index fund was the most effective and efficient means to invest the $253 million in unanticipated cash.

February 3, 2010 16.08

In accordance with Investment Guideline 99-3, the Boston Retirement Board is authorized to invest in the Audax Mezzanine Fund III.  The Board has been a satisfied investor in Audax Group’s immediate predecessor fund.  The manager has submitted updated regulatory documents and other relevant information.

February 1, 2010 16.08 In accordance with Investment Guideline 99-3, the Boston Retirement Board is authorized to invest in Lexington Capital Partners VII.  The Board has been a satisfied investor in the manager’s predecessor fund.  Lexington Capital Partners has submitted the appropriate updated regulatory documents.

December 15, 2009  

(1) Notwithstanding the provisions of the Public Employee Retirement Administration Commission regulations, the Boston Retirement Board may invest funds of the Boston Retirement System (the “System”) in the fund known as TA Realty Associates Fund IX (consisting of Realty Associates Fund IX Corporation and The Realty Associates Fund IX, L.P., collectively, the “Fund”), and while the assets of the System are so invested, the assets of the System shall be deemed to include, for purposes of applying the rules set forth in 840 CMR 16.00 et seq., 17.00 et seq., and 840 CMR 21.01, the System’s interest in the Fund but not any of the underlying assets of the Fund; provided that, at all times, either (A) less than twenty-five percent (25%) of each class of equity interest in the Fund is held by “benefit plan investors” (within the meaning of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and the regulations promulgated thereunder), or (B) the Fund qualifies as a “venture capital operating company” and/or “real estate operating company” within the meaning of ERISA and the regulations promulgated thereunder.

(2) The limitations and restrictions of 840 CMR Section 19.01(6) shall not apply to the Fund for the two-year period commencing on the date of the Fund’s initial investment.

October 26, 2009 21.01(1)(2) In executing its strategy, the J.P. Morgan Large Cap Core 130/30 Fund may (1) execute short sales in an amount of approximately 30% of the portfolio’s net market value and purchase additional stocks with these proceeds and (2) purchase stocks on margin.  Total market exposure will be approximately 1.0.

October 22, 2009 21.01(1)(2)

In the 130/30 Enhanced Large Cap Equity Fund, D.E. Shaw Investment Management will maintain total market exposure of 1.0 time but it may execute short sales in an amount of approximately 30% of the account’s net market value and purchase additional stocks with the proceeds of these sales. The manager may also purchase stocks on margin.

April 13, 2009  

The Boston Retirement Board is authorized to increase its private equity target allocation from 5.0% to 7.5%.  This adjustment is necessary because of changes in the Board’s investment portfolio as a result of the implementation of pending legislation.

February 25, 2008 16.08

In accordance with Investment Guideline 99-3, the Boston Retirement Board may invest in Lexington Middle Market Investors II, L.P.  The Board has been a satisfied investor in Lexington Middle Market Investors’ first fund as well as the two private equity partnerships managed by Lexington Capital Partners.  The manager has submitted updated regulatory documents.

January 18, 2008

16.08

In accordance with Investment Guideline 99-3, the Boston Retirement Board is authorized to invest in the Sigular Guff Distressed Opportunities Fund III.  The Board has been a satisfied investor in the manager’s two previous partnerships.  Performance has been favorable and there is no substantive change in the management team or in its strategy.  The manager has submitted updated regulatory documents.

October 29, 2007

 

The Boston Retirement Board may invest up to 7.5% of its portfolio assets in hedge funds of funds selected through its own competitive processes.  This exception from the Commission’s 5% limit is based on the Board’s four-year record of successful investment in hedge fund of funds.  All hedge funds of funds selected under this supplementary regulation must comply with PERAC’s guidelines for hedge fund investment.

October 3, 2007

16.08

In accordance with Investment Guideline 99-2, the Boston Retirement Board is modifying its real estate management mandate with Urdang Capital Management.  Rather than continuing to fund its existing separate account, the Board will initiate investment in the Urdang Value Added Fund II, a commingled fund with the same basic strategy and objective.  The new fund will offer greater efficiencies to the Board from both an investment and an administrative viewpoint.

September 19, 2007

16.08

The Boston Retirement Board may invest in LaSalle Income & Growth Fund V.  The Board has been a satisfied investor in LaSalle Income & Growth Fund III and over half the invested proceeds of that investment have been returned to the Board.  There have been no substantive changes in the management team or in fund strategy.  The Board has submitted the required regulatory documents.

June 27, 2007

16.08

In accordance with Investment Guideline 99-3, the Boston Retirement Board is authorized to invest in Sterling Capital Partners III.  The Board has been a satisfied investor in SCP’s two predecessor funds.  Performance has been good, the management team is intact, and the strategy is consistent.  The Board has submitted the required regulatory documents.

March 21, 2007

 

Notwithstanding the provisions of the Public Employee Retirement Administration Commission regulations, the Boston Retirement Board may invest the funds of the Retirement System (the “System”) in the fund known as INVESCO Core Real Estate USA, LLC (the “Fund”), and effective as of the date of the initial investment by the System of any of its assets in the Fund, while the assets of the System are so invested, the assets of the System shall be deemed to include, for purposes of applying the rules set forth in 840 CMR 16.00 et seq. and 17.00 et seq., the System’s interest in the Fund but not any of the underlying assets of the Fund; provided that, at all times, the Fund qualified as a “venture capital operating company” within the meaning of the Employee Retirement Income Security Act of 1974, as amended, and the regulations promulgated thereunder.

February 5, 2007

16.08

In accordance with Investment Guideline 99-3, the Boston Retirement Board is authorized to invest in MPM Asset Management’s MPM BioVentures IV, L.P.  The Board has been a satisfied investor in the predecessor fund, MPM BioVentures III, L.P. and has submitted updated regulatory documents pertaining to this investment.

January 29, 2007

16.08

In accordance with Investment Guideline 99-3, the Boston Retirement Board is authorized to invest in Westech Investment Advisors’ Venture Lending & Leasing V, LLC. The board has been a satisfied investor in the manager’s two previous partnerships, the management team and strategy remain the same, and the board has submitted the required regulatory documents.

December 20, 2006

16.08

In accordance with Investment Guideline 99-3, the Boston Retirement Board is authorized to invest in Blue Point Capital Partners II, L.P.  The Board has been a satisfied investor in Blue Point Capital Partners, L.P. and the new fund has the same strategy and management group.  The manager has submitted an updated Exemption Application and Disclosure Statement.

December 4, 2006

16.08

In accordance with Investment Guideline 99-3, the Boston Retirement Board is authorized to invest in the Standard Life European Strategic Partners Fund 2006.  The Board has been a satisfied investor in Standard Life’s first ESP Fund (2000) and the basic strategy as well as the management team are essentially the same.  The manager has submitted the required updated regulatory documents.

April 28, 2006

16.08

In accordance with Investment Guideline 99-3, the Boston Retirement Board is authorized to invest in Thomas H. Lee Equity Fund VI.  The Board has been a satisfied investor in Thomas H. Lee Equity Fund V, as well as two earlier Thomas H. Lee partnerships.

March 21, 2006

16.08

In accordance with Investment Guideline 99-3, the Boston Retirement Board is authorized to invest in Audax Mezzanine Fund II, L.P.  The Board has been an investor in Audax Mezzanine Fund I, L.P., which has similar strategy and the same management team, and returns have been favorable to date.  The manager has submitted the required undated regulatory documents.

January 27, 2006

16.08

In accordance with Investment Guideline 99-3, the Boston Retirement Board is authorized to invest in Lexington Capital Partners VI, L.P.  The Board has been a satisfied investor in Lexington Capital Partners V and the new fund has the same strategy and management group.  The manager has submitted an updated Exemption Application and Disclosure Statement.

June 14, 2005

16.08

In accordance with PERAC Investment Guideline 99-3, the Boston Retirement Board is authorized to invest in the Siguler Guff Distressed Opportunities Fund II.  The Board has been a satisfied investor in Siguler Guff Distressed Opportunities Fund I, the new fund has essentially the same management team and strategy as the existing one, and the Board has submitted all the required regulatory documents.

June 14, 2005

16.08

In accordance with PERAC Investment Guideline 99-3, the Boston Retirement Board is authorized to invest in the Sterling Capital Partners II.  The Board has been a satisfied investor in Sterling Capital Partners I, the new fund has essentially the same strategy and management team, and the Board has submitted all the required regulatory documents.

June 1, 2005

16.08

In accordance with PERAC Investment Guideline 99-3, the Boston Retirement Board is authorized to invest in Lexington Middle Market Investors, LP.  The Board has been a satisfied investor in Lexington Advisors’ predecessor fund, Lexington Capital Ventures V, which has had excellent performance to date.  The new fund, focusing on middle market U.S. buyout funds, is more narrowly focused than the previous fund but will be managed by the same investment team under similar strategic investment principles.

October 27, 2004

21.01

For the sole purpose of the Boston Retirement Board's investment in Ivy Asset Management's Maplewood Associates, II, LP, the provisions of 840 CMR 21.01(1), 21.01(2), 21.02(3), 21.01(5), and 21.01(6) shall not apply.

October 27, 2004

21.01

For the sole purpose of the Boston Retirement Board's investment in Mesirow Avanced Strategies" Absolute Return Fund, the provisions of 840 CMR 21.01(1), 21.01(2), 21.02(3), 21.01(5), and 21.01(6) shall not apply.

October 27, 2004

21.01

For the sole purpose of the Boston Retirement Board's investment in Arden Asset Management's Endowment Advisors Fund, the provisions of 840 CMR 21.01(1), 21.01(2), 21.02(3), 21.01(5), and 21.01(6) shall not apply.

October 12, 2004

16.08

In accordance with Investment Guideline 99-3, the Boston Retirement Board is authorized to invest in Sanderling Ventures VI.  The board has been a satisfied investor in the predecessor fund, Sanderling Ventures V, and the new fund has the same investment strategy and management team as the existing one.

October 12, 2004

16.08

In accordance with Investment Guideline 99-3, the Boston Retirement Board is authorized to invest in Prudential Capital Partners II.  The board has been a satisfied investor in the predecessor fund, Prudential Capital Partners I, and the new fund has the same investment strategy and management team as the existing one.

March 8, 2004

16.08

In accordance with Investment Guideline 99-3, the Boston Retirement Board may invest in Venture Lending & Leasing IV.  The Board has been a satisfied investor in the predecessor fund, Venture Lending & Leasing III, and has submitted updated regulatory documents pertaining to this investment.

March 14, 2003

16.08

The Boston Retirement Board may commit up to $8,559,510 to the Hearthstone Multi-State Residential Value-Added Fund III. This represents the amount committed to but not yet called in the Board’s investment in the predecessor fund, Hearthstone MS II.

The Boston Retirement Board may commit $10,000,000 to the LaSalle Income and Growth Fund III. Funds from this investment will come totally from return of capital from the Board’s investment in the predecessor fund, LaSalle II.

February 4, 2003

16.08

In accordance with Investment Guideline 99-3, the Boston Retirement Board may invest in the Vanguard VI Annex Fund, LP. This Annex Fund has recently been opened and is essentially a follow-on investment to the Vanguard VII Fund in which the Boston Retirement Board has been invested since 2000. The Board has had a satisfactory relationship with Vanguard and has submitted the required documentation relative to this new investment.

March 24, 2000

16.08

The Boston Retirement Board may invest in the Thomas H. Lee Equity Fund V, L.P.  The board has invested in three prior TH Lee partnerships and has submitted the appropriate data and documents in support of this request.

February 07, 2000

16.08

In accordance with PERAC Investment Guideline 99-3, the Boston Retirement Board may invest in TH Lee. Putnam Internet Partners, L.P.  The board has been a participant in two previous TH Lee Partnerships with very satisfactory returns.  The management team for this partnership is the same entity as the previous ones; the name change refers to a corporate reorganization under which Putnam Investments, Inc. now owns 25% of the capital interests.  The technology focus of the new partnership will provide diversification to the Board’s private equity investments in that the previous partnerships have focussed on more traditional industries.