Weymouth Investment Regulations

PERAC Approval
Date

Regulation Number

Investment Regulation/Supplemental Regulation

January 5, 2012  

With respect to the Weymouth Retirement Board (“WRB”) investment in the SSGA Real Asset Non-Lending Fund, since this is an institutional commingled fund, in which the manager makes investment recommendations and actions on behalf of all investors in the Fund rather than any particular investor, to the extent that 840 CMR 17.04(3)(b) conflicts with the provisions of the State Street Bank and Trust Company Investment Funds for Tax Exempt Retirement Plans Fifth Amended and Restated Declaration of Trust, (the “Declaration of Trust”); the Amended and Restated Fund Declaration for the SSGA Real Estate Non-Lending Fund (the “Fund); and the Amendment to the Investment Management Agreement and the Investment Management Agreement (“Agreement”), between State Street Global Advisors and the WRB, those provisions will not apply.

In addition, regarding this investment the following shall apply:

840 CMR 21.01(3)(a) and (b): Futures contracts on indexes or commodities may be used in lieu of investment directly in the securities making up the index, or, to enhance the strategy’s replication of the index returns.

840 CMR 21.01(4)(a)(b)(c) and 21.01(5) – Over the counter and exchange traded options may be used for purposes of managing risks and gaining exposure to certain asset classes, indexes, or currencies.

December 14, 2011   With respect to the Weymouth Retirement Board (“WRB”) investment in the Aberdeen EAFE Plus Fund, LLC, since this is an institutional commingled fund, in which the manager makes investment recommendations and actions on behalf of all investors in the Fund rather than any particular investor, to the extent that the provisions of 840 CMR 17.04(3)(b) and 17.04(10)(a)(1) conflict with the provisions of the Investment Management and Subscription Agreement (“Agreement”), Confidential Placement Memorandum (“PPM”) or the Limited Liability Company Operating Agreement (“LLC Operating Agreement”) between the Fund and the Manager, the provisions of the Agreement, PPM or the LLC Operating Agreement between the Fund and the Manager shall apply.

In addition, regarding this investment the following shall apply:

840 CMR 16.07(4) - the Manager shall report key personnel staffing changes to the Retirement Board and the Commission on or before the effective date of such changes or as soon as reasonably practical after such staffing changes.

840 CMR 21.01(3)(a) and (b) - Futures currency contracts may be used for the purposes of managing risks and gaining exposure to certain asset classes or currencies (including short exposures);

840 CMR 21.01(4)(a)(b)(c) and 21.01(5) - Over the counter and exchange traded options may be used for the purposes of managing risks and gaining exposure to certain asset classes or currencies (including short exposures);

840 CMR 21.01(6) - Letter or restricted stock may be invested in, pursuant to the provisions of the Investment Management and Subscription Agreement ("Agreement"), Confidential Placement Memorandum ("PPM") or the Limited Liability Company Operating Agreement ("LLC Operating Agreement").

840 CMR 21.01(8) - With respect to the Weymouth Retirement Board’s (“WRB”) investment in the Aberdeen EAFE Plus Fund, securities may be loaned from the portfolio to qualified brokers, dealers, banks, and other financial institutions needing to borrow securities to complete certain transactions for the purpose of earning additional income. While the Fund may earn additional income from lending securities, such activity is incidental to its investment objective. In connection with such loans, the Fund will receive collateral consisting of cash or U.S. Government securities, which will be maintained at all times in an amount equal to at least 100% of the current market value of the loaned securities.

December 14, 2011  

With respect to the Weymouth Retirement Board ("WRB") investment in the the Brandywine Global Opportunistic Fund, since this is an institutional commingled fund, in which the manager makes investment recommendations and actions on behalf of all investors in the Fund rather than any particular investor, to the extent that 840 CMR 17.04(3)(b) conflicts with the provisions of the Brandywine Global Investment Management Trust and Amended and Restated Agreement and Declaration of Trust, Dated as of July 1, 2007, Effective as of November 16, 2009 (the “Declaration of Trust”); the Confidential Private Placement Memorandum of Brandywine Global Investment Management Trust (the “Memorandum”); or the Investment Management and Subscription Agreement (the “Subscription Agreement”) between Brandywine Global Investment Management, LLC and the WRB, those provisions will not apply.

In addition, regarding this investment the following shall apply:

(840 CMR 21.01(3)(a) and (b): Forward currency contracts may be used as part of legitimate hedging strategies involving more than 25% of non-portfolio holdings, futures contracts may be used as part of duration hedging strategies and forward currency contracts unrelated to an underlying portfolio holding may be owned  as a result of limitations in certain markets.

December 6, 2010 16.08 The Weymouth Retirement Board is authorized to invest in HarbourVest Partners IX.  This investment will consist of investments in three separate pooled funds:  the Buyout Fund, the Venture Fund, and the Credit Opportunities Fund.  All PERAC regulations pertaining to pooled funds, including the terms of the tobacco restrictions, will apply to these three funds.  As noted in PERAC Memorandum #34 (2010), the investment regulations generally apply to the general partners of this investment, not the underlying portfolio companies.  In assessing compliance with 19.01(2)(j), PERAC will recognize that this is a pooled fund investment.  19.01(7)(a)(6) does not apply to this investment since fees will be based on committed capital.  The provisions of 19.01(10) apply to actions taken by the retirement board and does not establish an obligation for HarbourVest Partners; consequently, enforcement of these provisions and any penalties resulting therefrom will be directed towards the Board and not to HarbourVest Partners.  To the extent that 21.01(6) refers to preferred shares, it does not apply to this investment.  21.01(5) does not prohibit the manager from owning warrants issued by portfolio companies.

September 23, 2009 21.01(1)

The Weymouth Retirement Board is authorized to invest in the Advent Legacy Securities PPIF, which is part of the US Treasury’s Public-Private Investment Program. As part of this program, the manager may employ leverage up to 1x.

May 11, 2009 16.08 In accordance with Investment Guideline 99-2, the Weymouth Retirement Board is modifying its international equity mandate with State Street Global Advisors.  In order to save on fees and to assure benchmark performance, the Board will transfer assets from SSgA’s actively-managed “All International Allocation Fund” to the passively managed “MSCI ACWI ex-US Index NL Fund”.

October 17, 2008  

The provisions of 840 CMR 21.01(2)(3)(4) and (5) shall not apply to the investment of the Weymouth Retirement Board in the fund known as the Westfield Large Cap Growth Fund Limited Partnership.

February 14, 2007

17.04

 

 

Notwithstanding the provisions of the Public Employee Retirement Administration Commission regulations, the Weymouth Retirement Board may invest funds of the Retirement System (the “System”) in the fund known as the INVESCO U.S. Venture Partnership Fund IV, LP (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 activities and investments of the Fund, and the underlying funds in which the Fund may invest, directly or indirectly, shall be deemed to satisfy the prohibited transaction rules set forth in 840 CMR 16.00 et seq. and 840 CMR 17.03 to the extent such activities satisfy the prohibited transaction rules set forth in Section 406 of the U.S. Employee Retirement Income Security Act of 1974, as amended (“ERISA”), taking into account statutory exemptions under ERISA, and Prohibited Transaction Class Exemption 84-14, as amended, and other available class exemptions.

February 14, 2007

17.03

Notwithstanding the provisions of the Public Employee Retirement Administration Commission regulations, the Weymouth Retirement Board may invest funds of the Retirement System (the “System”) in the fund known as the INVESCO U.S. LBO & Corporate Finance Partnership Fund IV, LP (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 activities and investments of the Fund, and the underlying funds in which the Fund may invest, directly or indirectly, shall be deemed to satisfy the prohibited transaction rules set forth in 840 CMR 16.00 et seq. and 840 CMR 17.03 to the extent such activities satisfy the prohibited transaction rules set forth in Section 406 of the U.S. Employee Retirement Income Security Act of 1974, as amended (“ERISA”), taking into account statutory exemptions under ERISA, and Prohibited Transaction Class Exemption 84-14, as amended, and other available class exemptions.

February 14, 2007

17.03

Notwithstanding the provisions of the Public Employee Retirement Administration Commission regulations, the Weymouth Retirement Board may invest funds of the Retirement System (the “System”) in the fund known as the INVESCO International Partnership Fund IV, LP (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 activities and investments of the Fund, directly or indirectly, shall be deemed to satisfy the prohibited transaction rules set forth in 840 CMR 16.00 et seq. and 840 CMR 17.03 to the extent such activities satisfy the prohibited transaction rules set forth in Section 406 of the U.S. Employee Retirement Income Security Act of 1974, as amended (“ERISA”), taking into account statutory exemptions under ERISA, and Prohibited Transaction Class Exemption 84-14, as amended, and other available class exemptions.

September 11, 2006

16.08

In accordance with Investment Guideline 99-2, the Weymouth Retirement Board is authorized to make a modest modification to its international equity mandate with State Street Global Advisors.  Assets currently in SSgA’s International Alpha Fund will be moved into the firm’s All International Allocation Strategy.  The latter fund also invests in the International Alpha Fund but supplements it with limited, opportunistic investments in other SSgA international equity funds.  By gaining exposure to such sectors as emerging markets and international small cap, the Board will be achieving greater diversification within its international equity holdings.