City of Austin

Police Retirement System

Minutes of the Special Board Meeting
Friday, May 8, 2009 at 4:30 p.m.
Kendall Thomas, Chesley Wood Building
2520 South I.H. 35, Ste. 100
Austin Police Pension Office

Trustees Present Trustees Absent Staff/Guests

Peter Morin, Chair Art Alfaro Sampson Jordan, CEO
Chesley Wood Mike Martinez Christine Sweeney, Atty.
Fred Fletcher, V-Chair Jeff Knodel Joe Meals, CSG-Conf.Call
John Ross Mike Jung Ron Partain,CSG-Conf.Call
Kendall Thomas Stephanie Willie, APRS
Catherine Haggerty
Sean Mannix

Peter Morin, Chair, called the Board to order at 5:12 p.m.

World Class Capital Group, LLC

Peter Morin, Chair recognized Nate Paul, President at World Class
Capital Group, LLC regarding partnership investment opportunity in WC
Rutland Center (RC) Distribution Center 1 & 2 in North Austin, Texas.
Nate Paul reported the Rutland Distribution Center 1 & 2 was
comprised of two buildings with seller motivated to offer significant
discount price. The buildings are currently 100% leased and all leases
are set to roll over in the next two years to new long term five plus
year leases. The rollover of these tenant leases provides the General
Partner the opportunity to increase leases while providing tenant
improvements. The acquisition purchase price is approximately $4.5
million and the General Partner anticipates 65-70% debt financing at
5.5% loan with equity purchase in the amount of $2 million. The
investment strategy period is five years and the pro forma at exit is
projected to be 21-26.5% IRR. After discussion between Joe Meals,
investment consultant by phone conference and Fred Fletcher, trustee
regarding the tenant lease roll, selling price and partnership terms
regarding the internal rate of return. Kendall Thomas made a motion to
investment $2 million in WC Rutland Center Distribution Center 1 & 2,
subject to consultant Joe Meals and attorney Christine Sweeney approval
of property environmental assessment report, mechanical engineer
report, bank loan documents, survey and partnership agreement.
Catherine Haggerty seconded the motion.

Kendall Thomas made a motion to approve this investment as an exception

in the IPS, under Public Trading Asset Class liquidity in Section 6-F
using funds from cash and Ashmore LCD redemption approved at April 15,
2009 meeting. Catherine Haggerty seconded the motion.

Adjournment

Peter Morin, Chair

Pension Office: 2520 S. IH-35, Ste. 100, Austin, TX 78704 512/416-7672 FAX 512/416-7138
Mailing Address: P.O. Box 41089, Austin, TX 78704
www.ausprs.org