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DOCUMENT PRODUCTION

(NON-PRIVILEGED)

Part 2

PRODUCED 9/30 12010

Document6
Weir. Laurie
To: Eliopoulos, Theodore; Pottle, Randy
Cc: Stausboll, Anne; Park, Eileen; McKinley, Clark; Plasencia, Javier
Subject: Page Mill Litigation -Attorney Client Priviledged Communication--

Hi Ted and Randy,

I received a call today from Chris Lund. Chris is a tenant in a 4-plex unit owned by Page Mill properties in East Palo Alto.

Chris stated that he ¡s a party named in a law suit and relayed the following:

ln mid-July a class action law suit was brought agaínst Page Mill propertíes claiming that Page Mill is using LLC ownershíp
structures for the purpose of circumventing rent control regulations in East Palo Alto.
The pro bono suit, represented by Heller Ehrman LLP, claims that Page Mill regislered each small rental property (4 unit or
less) in separate LLC structures in order to meet the "Mom and Pop" exclusion to rent control. They state that Page Mill is
a large owner of rental property in East Palo Alto and should not be considered a small operator for the purposes of rent
control. Page Mill has fìled a counter law suit stating that they are entitled to establish LLC ownership of property.

There is a larger case that the Stanford Gommunity Law Center (SCLC) plans to file in the near future. This suit will focus
on Page Mill's holdings of 5 units or more. SCLC will claim that under the rent control ordinance Page Mill is not allowed to
raise rents more than 3.2 percent annually. Page Mill has worked on a concept of "banking" prior year unused rent
increases to allow them to raise rents in excess of 3.2 percent annually. Chris noted that SCLC has determined that some
tenants in Page Mills rental units are CaIPERS system members.

Chris stated that Page Mill was using predatory practices. Page Mill's properties are the only affordable housing for
students and grad students in the area.

He has reviewed thal2007 lnvestment Report on line that notes that CaIPERS is an investor with Page Mill. They are
unable to determine who are the other investors in the fund.

Ghris stated that this Ís the starting point of their campaign, they intend to send letters to the head of CaIPERS
lnvestments and the Governors Office.

Chris wants to know:


1) what is the size of the current investment CaIPERS has with Page Mill,
2) does Page Mill's use of LLC's violate CaIPERS good corporale governance principles, and
3) what is the formal process to bring these questions forward to CaIPERS?

I thanked Chris for bringing the issues to our attention. I gave him my contact information and asked that he continue to
keep me informed as the issues progress. He said that he would do that, and that he would put his questions in an email
to Clark McKinely and l. I said that it might take us time to respond to his questions, but that we would get back to him
with our answers.

Chris is sophisticated and not overly adversarial. He stated that he appreciates CaIPERS progressive position on
responsible investment, that he is an investor and he understands that often times investors do not know the detail of what
investment partners are doing.

I placed a call to David Taran and Terry Lee, principals at Page Mill to discuss the issue. I have not heard back from them.
I will work closely with Javier once the public records act (email) comes in from Chris.

Javier and I are working on another public records act request from Andy Blue of Tenants Together, a tenant rights
organization Ín the San Francisco area. We are currently looking into our files to determine what, if anything, is disclosable
to Tenants Together ín our investment partnership with Page Mill.

Laurie Weir, Portfolio Manager


Global Real Estate Investments
Califomia Public Ernployees Retirement System
400 Q Sreet, Suite E4800

PM-1978
Page I of I

Weir, Laurie

From: JonathanCivita[JGC@LDCOinc.com]
Sent: Thursday, January 17,ZOOB 4:54pM
To: Weir, Laurie
Cc: Stocking, Barbara; Geoff Le plastrier
Subject: Page Mill lnterview

Laurie,
Ijust wanted to let you know that we have attempted to contact David Taran of Page Mill by
both email and voice
mail and have not had a response to date. I know everyone is busy and I did pre."ãt o* r"^on for the visit in the
context of our review of the entire CIIRE progam...however I simply wanteà to keep you in the loop on this one.

If you would like to reach out to him and help...that is great. Otherwise we will continue to birddog him until we
can set up some time to visit with his shop.

Thanks,
Jonathan

Jonathan G, Civita, AICP


Ptincipal - Directof of Consulting Seryices
Le Plastrier Consulting Group
19800 MacArthur Blvd, Suite 1150
Imine, Califo t¡ta 92672

949.851.V230 office
949.851.1307 fax
949.836.6203 cellular
igc(@ldcoinc.com

CONFIDENTIALITY NOTICE

Thi¡ e-mail, afl.d any attâchments thereto, is intended only for use by the addressee(s) named herein and may contain
legally
privileged atd/ ot confidential information. If you are not the intenåed recipient of this c-mail, you are heÁy noufied it ,oy
"í this
dissemination, distribution ot copþg of this e-mail, and any atrachments thereto, is strictþ ptohibited. If yoir have received
e-mail in ertor, please immediately notì$' me by telephone and permanently delete the originat and any copy of any e-mail
and any
printout thereof.

912/2008

PM-1979
Page I ofL

Weir, Laurie

From: Taran, David [DTaran@PageMill.com]


Sent: Wednesday, January 16, 2008 4:37 PM
To: Weir, Laurie
Subject: RE: Confidential Document Request

Laurie,

Itried to reach you to return your call but was unable to and so I sent the email below. Please call me when you
get a chance

Thanks,

David

David A. Taran
cEo
Page Mill Properties, LLG
480 Cowper Street, 2nd Floor
Palo Alto, CA 94301
650/833-3888 - direct
4081205-5714 - mobile
650/833-3988 - direct fax
dtaran@pagemill.com
www,pagemill.com

P11,üËM
P*OPTRl
Iti.
rFs

From: Taran, David


Sent: Wednesday, January 16, 2008 3:36 PM
To:'Weir, Laurie'
SubJect: Confidential Document Request
Importance: High

Dear Laurie,

Thank you for your recent message about whether to disclose a portion of Page Mill's private placement
memoranda ['Þpt¡s"). Please do not disclose any porlion of the PPMs or any other trade secret or confidential
information of Page Mill. As you know, the PPMs are trade secrets, highly confidential, and their disclosure to
those other than investors could cause significant harm to Page Mill. CaIPERS is certainly on strong footing ín
refusing to produce the PPMs based upon the applicable Government Code Sections, including 6254,6254.7,
and AZS|.Z.A, as well as the contractual obligation it has to refrain from producing those documents.

please confirm that CaIPERS will not disclose any portion of the PPMs or any other trade secrel or confidential
information of Page Mill.

Sincerely,

9/2/2008

PM-1980
Page2 ofZ

David

David A. Taran
cEo
Page Mill Properties, LLC
480 Cowper Streeú,2nd Floor
Palo Alto, CA 94301
650/833-3888 - direct
4081205-5714 - mobile
650/833-3988 - direct fax
dtaran@pagemill.com
www.pagemill.com

Wrlp"TY,I,tL

912/2008

PM-1981
Page i of I

Weir, Laurie

From: Lee, Terry [Tlee@PageMill.com]


Sent: Thursday, April03,2008 1:15 PM
To: Taran, David
Cc: Lee, Terry
Subject: Proprietary and Confidential: Page Mill Properties ll, L.P. Q4 & 2007 lnvestor Letter and 2007
Audited Financial Statements
Attachments: Supplemental Malerials T.pdf; PMP ll2OO7 Audited Financials 3 31 08 T.pdf; PMP ß 2OO7
lnvestor Letter 3 31 08 T.Pdf

Limited Partners:

Attached is the PMP ll, L.P. fourth quarter and20}7 investor letter and 2007 audited financial
statements. While final K1s will not be available before April 15th, tax estimates are being calculated
now and are expected to be forwarded next week by April l Oth'

Best regards,.

Terry

On behalf of Page Mill Advisors ll, LLC

Terry Lee
Page Mill Properties, LLC
480 Cowper Street, Suite 200
Palo Alto, CA 94301
tlee@pagemill.com
(p) 650 833 3818
(Ð 650 833 3e18

ftrilP,qcf;MtrL
|jf/JPrgPt*rt¡5

91212008

PM-1982
Page 1 of1

Weir, Laurie

From: Lee, Terry [Tlee@PageMill.com]


Sent: Monday, March 03, 2008 11:40 AM
To: Weir, Laurie
Subjec* FW: Calpers Follow Up - PMP lnvestors
Attachments: Confidential and Proprietary - PMP lnvestors 227 08-pdf

' Laurie

Per your request, attached is a confidential and proprietary list (subject to Page Mill Properties ll LP
agreement section 14.14 confidentiality obligations) of the individual / high net worth investors in PMP ll
añO pir¡p Access Fund. Please don't hesitate to call if we can provide any additional information.

Thank you for your continued support.

Best regards,

Terry

On behalf of the Page Mill Properties Team

Terry Lee
Page Mill Properties, LLC
480 Cowper Street, Suite 200
Palo Alto, CA 94301
llee@pagemill.com
(p) 650 833 3818
(0 650 833 3e18

f'früP¡ c E il{ rr, L


W?lP n a t r n1t t s

91212008

PM-1983
Page 1 ofl

Weir, Laurie

From: ChristopherLund [cplund@gmail-com]


Sent: Friday, August 15,2008 2:10 PM
To: Weir, Laurie; McKinley, Clark
Cc: eoberle@scu.edu; dtaran@pagemill.com
Subject: CaIPERS Page Mill Properties

Laurie, Clark,

Thanks again for taking the time earlier today to address my questions regarding Page Mill Properties.
To summari ze, they include:

1) What is the current value of CaIPERS investment with Page Mill Properties?

2) Does Page Properties' attempt to exploit the mom and pop exemption in the East Palo Alto rent
Mill
confiol ordinance by dividing its holdings into sham LLCs constitute a violation of corporate good
governance as defined by CaIPERS?

That section of the EPA rent conhol ordinance follows:

"Section 5. APPLICABILITY

5.1 This Ordinance shall apply to all real property including mobile home parks, which are being rented
or are available for rent for residential use I whole or in part, except for the following:

A. l. Rental units, which are owed by landlords who olvn a maximum of four rental units in East Palo
Alto."

Page Mill Properties currently owns and operates roughly 1,500 units in East Palo Alto.

You can find a brief summary of the current situation and pending legal cases at
http://wwrv.paloaltodailynews.com/arlicle/20O8-7-27-epa-rent-petitions, As I mentioned on the phone, I
am a party to the class action suit being handled by Heller Ehrman. I have cc'ed Eric Oberle, a named
plaintiff in that suit, as well as David Taran, the CEO of Page Mill Properlies on this email.

It's my hope that, by bringing thése issues to the attention of relevant investors,Page Mill Properties can
be encouraged to adhere to the spirit of the rent control ordinance and act in good faith as a socially
responsible member of the community.

I look forward to further dialog.

Kind regards,

Christopher Lund

9t2/2008

PM-1984
Page 1 of I

Weir, Laurie

From: Johnson, Jane pJohnson@PageMill.coml


Sent: Friday, August 15, 2008 5:07 PM
Subjecfi Page Mill Properlies ll, L,P. - Q2 2008 lnvestor Report and Financials
Attachments: PMP ll Q2 08 lnvestor Report + Financials 8 15 08.pdf

Attached are the lnvestor Report and Financials for the 2nd Quárter of 2008 for Page Mill Properties ll, L.P.

Jane F. Johnson
Paralegal
Page Mill Properties, LLC
480 Cowper Street, 2nd Floor
Palo Alto, California 94301
(650) 833-3837 (Direct Phone)
(650) 833-3800 (General Phone)
(650) 833-3937 (Direct Fax)
(650) 688-6820 (General Fax)
(4081205-5733 (Cell)

t,fr'fiPn c fi Þt r r r.
L'f{:)e I Ð r t n I I i[ s

THIS E-MAIL MESSAGE (AND ALL ATTACHMENTS, IF ANY) IS INTENDED ONLY FOR THE USE BY THE
INTENDED RECIPIENT, AND MAY CONTAIN INFORMATION WHICH IS CONFIDENTIALAND PROTECTED
FROM DISCLOSURE BY LAW AS PROPRIETARY INFORMATION, LEGALLY PRIVILEGED OR OTHERWISE.
IF YOU RECEIVE THIS E-MAIL IN ERROR, ANY REVIEW, USE, DISSEMINATION, DISTRIBUTION, OR
COPYING OF THIS E-MAIL IS STRICTLY PROHIBITED. PLEASE NOTIFY US IMMEDIATELY OF THE
ERROR BY RETURN E-MAIL AND PLEASE DELETE THIS MESSAGE FROM YOUR SYSTEM. THANK YOU
IN ADVANCE FOR YOUR COOPERATION,

9/2t2008

PM-1985
Page 1 ofl

Weir, Laurie

From: Lee,Terry[TLee@PageMill.com]
Sent: Friday, August 15, 2008 7:17 PM
To: Weir, Laurie
Cc: Shore, Jim
Subjecfi California Apartment Association Legal Fund Takes on East Palo Alto Rent Control Ordinance

Laurie

Thanks for the call today. Here's an interesting development regarding advocacy for and enforcement
of the law and defense of property owner rights despite hostile actions by a vocal minority. We
understand that there are rnny other property owners and managers who are beginning to step
forward... not to mention existing and new tenants and other community members - the silent majority
- who are voting through their continued tenancy and new occupancies for the effort property owners
like us are making to improve previously blighted communities, properties and units, enhance
community safety and security, improve property life safety, and deliver more value at higher though
still attractive and below adjacent market rents.

lf you are a member of the CAA and have access to their member news ->
http://www.caanet. org/AMÆemplate.cfm

Otherwise, the article from the site is also where ->


http://caanet. informz.neUadmin3l icontent/template. asp?
sid=1 021 3&brandid=31 36&uid=755976359&mi=352422&ptid='1 I 0

Thanks for your support. We'll follow up next week.

Have a good weekend and best regards,

Terry

Terry Lee
Page Mill Properties, LLC
480 Cowper Street, Suite 200
Palo Alto, CA 94301
!ce@pesentl.csn
(p) 650 833 3818
(f) 650 833 3918

P* c E M r r. r
fRopt*lrEs

9t2/2008

PM-1986
Page Mill/Confidential-Privileged Page I of 4

Weir, Laurie

From: Plasencia,Javier
Senh Thursday, 4ugust21,200812:49PM
To: 'Brown, Jeffrey N.'
Cc: Weir, Laurie; Shore, Jim; Pechtel, Patricia
Subject: RE: Page Mill/Confidential-Privileged

Jeff,
Thank you and I did receive your phone message. As per your request, I will send you and Jim Shore a copy of
the PRA request later today.

Javier

From: Brown, Jeffrey N. [mailto j brown@pircher.com]


:

Sent: Wednesday, August 20, 2008 5:43 PM


To: Plasencia, Javier
Cc: Weir, Laurie; Shore, Jim
Subject: Page MililConfidential-PrÍvileged

CONFIDENTIAL-ATTORNEY/CLIENT, ATTORNEY WORK PRODUCT PRIVILEGES

Dear Javier:

Pursuant to Laurie and your request, the following is a brief summary of the litigation matters that you
discussed with Jim Shore yesterday. Of course, the following consists of privileged and confidential
inforrnation.

Before I discuss the particular litigation matters,I would like to provide abrief overview of Page Mill's
efforts in East Palo Alto. Prior to making any investment in EPA, Page Mill conducted significant due
diligence as to the appropriateness of an investment in a city which held the infamous title of the
"mutder capital" of the Unitèd States. As part of its due diligence, Page Mill made many inquiries of
EPA officials, to obtain an understanding of the City's Rent Control Ordinance and the maximum rent
that could be charged to the potential tenants. That infomration was important as Page Mill knew that it
would be necessary to recoup for its investors at least some of the significant funds that would be
required to beneficially change EPA's landscape. The City advised Page Mill that Page Mill could
charge tenants up to the maximum allowed by the certificates of maximum rent. Based significantly on
that information, Page Mill moved forward with its strategy to purchase multi-family housing West of
the 101. Page Mill then embarked upon a combined strategy to upgrade the lifestyles of EPA's residents,
especially with respect to health and safety, while at the same time to provide Page Mill's investors with
a good return on their investment-

Unfornrnately, as you know, after Page Mill began acquiring properties and began to implement the
strategy, the City tried to illegally change its Rent Ordinance contrary to State and local laws.
Consequently, Page Mill had no choice but to ask the Court to compel the City to comply with the state
and local law, and Page Mill has been successfril in that regard. My client does not seek to obtain any
benefits beyond those consistent with the City's lawful ordinances. In fact, I am hopeful that you are
Lware that Page Mill has already spent millions of dollars in providing security and upgrading the safety
and overall appearance in EPA. The positive impact upon our tenants and the residents of EPA is

9/2t2408

PM-1987
Page Mill/Confidential-Privileged Page? oï 4

enoÍnous. The area of EPA where the properties lie began as the police beat with the highest calls for
service. That same area now boasts the lowest calls for service. Alother example of a thoughtful social
strategy is that Page Mill has agreed to work with tenants who because of special circumstances are
unable to afford the rent increases that are allowed by the certificates of maximum rent. In response to
demonstrated need Page Mill has frozen or even reduced rents for many tenants.

W'e remain committed to working with our tenants and the City to find common ground and to see EPA
become a vibrant and economically diverse community and we remain committed to be the kind of
investrnent parbrer CaiPERS can be proud of.

To the extent you have any questions or need any fuither information about the litigation, please direct
those between yourself and me to, again, maintain the privileges and confidentiality required.

Thank you, Jeff.


*x*
Page dispute we
Mill Properties. LLC v. Luzon, San Mateo Superior Court. This is the broker
prwiously discussed with you. The actions were favorably settled on May 7,2008, and formally settled
on July 25,2008.

Page Mill Management et al v. City of East Palo Alto, et al, San Mateo Superior Court. The property
mânager and certain o\¡/ners filed a Petition for Writ of Mandate and complaint for declaratory relief
challenging the City of East Palo Alto's urgency ordinance which sought to unfairly and unlawfully limit
the rent increases for multi-family properties in East Palo Alto. The trial judge ruled in our favor and
agreed that the City did violate various State and local laws. Consequently, the Courtjnvalulalcelthg
City's urgency ordinance. The remaining portion of the case is scheduled to be tried in January 2009.

Woodland Park Management et al v. City of East Palo Alto. et al. San Mateo Superior Court. The
properfy manager and certain o\ilners filed a Petition for Writ of Mandate and complaint for declaratory
and i4junctive relief chatlenging a set of new rules adopted by East Palo Alto's Rent Stabilization
Board. The new rules, much like the previous urgency ordinance, would change key provisions in the
local ordinance and would authorize the City to roll back rents on multi-family properties in the City.
This case has been consolidated with the urgency ordinance case above and is scheduled for trial in
Januna 2009.

Woodland Park Management et al v. City of East Pa-lq Alto, et al, San Mateo Superior Court. This is an
action for Writ of Mandate directing the East Palo AIto Rent Board to accept applications for rent
certificates. Under the Rent Ordinance, these apptications were due by July 1, 2008, but the Rent Board
refused to accept the applications when they were submitted on June 30. The Rent Board refused to
accept the applications because it was in the process of again changing the rules after-the fact, this time
by raising the registration fees, but had not properly completed the process by June 30 and had not
performed its ministerial duty to send registration statements that included statements of fees due by
June 1 as required by the Rules and Regulations. The action was filed on July 9, 2008 and is set for a
hearing on the merits on August 29,2008.

Oberle et al v. Page Mill Properties. et al, Santa Clara County Superior Court. This is a class action
against Page MillProperties and 50limited liability companies (as well as David Taran) seeking a
declaration that all of the limited liability companies should be treated as a single o\Mner for purposes of
determining whether they qualify for the East Palo Alto Rent Ordinance's four-unit exemption (if a
landlord owns four or less units, the property is not subject to the Rent Ordinance). The complaint also
seeks damages for over-charges together with a statutory penalty of $500 per violation. The complaint

91212008

PM-1988
Page Mill/Confidential-Privileged Page 3 of4

seelcs to impose personal liability on David Taran on the theory that the multiple LLCs are a sham. The
action was fìled on July 15, 2008 and has been served on all of the defendants except David Taran and
perhaps Jim Thompson. Responsive pleadings begin to be due on August 21,2008. This is, again, an
attempt by the City (through its allies at the Stanford legal aid office) of undoing its own express
provisions of its Rent Ordinance. As you can see, this is, at least partly, the miror image of the 1643
Woodland LLC action described below which seeks to confirm that the Rent Ordinance means what it
says, i.e., that if a landlord has four or less units, it is not covered by the Rent Ordinance. Here, there are
several properties that fall within this exception, and there is no basis to undermine the exception.
Procedurally, defendants intend to file a motion for change of venue from Santa Clara County to San
Mateo Counf¡r, which will likely be heard in mid to late September 2008. Thereafter, defendants intend
to file a motion to disqualify plaintiffs' counsel (Helter Ehrman) on the ground that they represented
David Taran with respect to a similar real estate investment and corporate structure in the late 1990s
where Heller recommended and set up multiple LLCs in the context of a proposed development deal. In
addition, defendants intend to file an anti-SLAPP motion challenging the complaint. That motion will
likely be filed by September 22 and should be heard in mid-October.

City of East Palo Alto v. Woodland Park Management. Page Mill Properties, LLC, et al, San Mateo
Superior Court. The City of East Palo Alto filed an action alleging that tenants have been charged more
than was allowed by the rent certificates and the rent was incrçased more than once in a calendar year,
This is related to the writ of mandate proceeding because the Rent Board has not issued new certificates
showing the increased rental amounts because it refused to accept the applications that wère submitted
on June 30. In addition, there is a dispute about whether the Rent Ordinance prohibits more than one
increase per year and whether such a limit is preempted by state law. The City filed the actjon on July
3I,2008. The Court sided with us by denying the City's request for a temporary restraining order on
July 31, 2008. The City's motion for preliminary injunction is set for hearing on August 29,2008.

1_643-.Wood1and-LL_@,SanMateoSuperiorCourt'Thisactionfordec1aratory
relief seeks a determination that the properfy owned by this LT,C is exempt from rent control and
regiskation requirements because the East Palo Alto Rent Control Ordinance exempts olryners that own
four or fewer units in East Palo Alto. The ruling in this case would affect approximately 50 other LLCs
that own four or fewer units. The complaint was filed on July 16, 2008. The defendants filed a demurrer
claiming failure to exhaust administrative remedies, which is set for hearing on September 19, 2008.
Defendants intend to either file an amended complaint or oppose the demurrer. Defendants expect to file
a motion for judgment on the pleadings or motion for summary judgment at an appropriate time, most
likely within the next 60 days. A judgment on the pleadings motion would be heard on 16 court days
notice. A summary judgment motion would be heard 75 days after it is filed'

Jeffrey N. Brown
Pi¡cher, Nichols & Meeks
1925 Century Park East, Suite 1700
Los Angeles, CA 90067
310.201.8990
310.564.1790 (fax)
jbrown@pircher.com

IRS CIRCULAR 230 DISGLOSURE: To ensure compliance with requirements imposed by the
lRS, we inform you that any tax advice contained in this commun¡cation (including any
attachments) was not intended or written to be used, and cannot be used, for the purpose of (i)
avoiding tax-related penalties under the lnternal Revenue Code or (ii) prornoting, marketing or
recommending to another party any matters addressed herein.

9/212008

PM-1989
Page MilVConfidential-Privileged Pzge 4 of 4

===========:===============================!----
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Thank you.

9/2t2008

PM-1990
Page Mill/Confidential-Privileged Page 1 of3

Weir, Laurie

From: Brown, Jeffrey N. fibrown@pircher.com]


Sent: Wednesday, August 20,20OB 5:43 PM
To: Plasencia, Javier
Gc: Weir, Laurie; Shore, Jim
Subjec* Page Mill/Confidential-Privileged

CONFIDENTIAL-ATTORNEYiCLIENT, ATTORNEY WORK PRODUCT PRIVILEGES

Dear Javier:

Pursuant to Laurie and your request, the following is a brief sunmary of the litigation matters that you
discussed with Jim Shore yesterday. Of course, the following consists of privileged and confidential
information

Before I discuss the particular litigation matters, I would like to provide a brief overview of Page Mill's
efforts in East Palo Alto. Prior to making any investment in EPA, Page Mill conducted significant due
diligence as to the appropriateness of an investment in a city which held the infamous title of the
"murder capital" of the United States. As part of its due diligence, Page Mill made many. inquiries of
EPA offrcials, to obtain an understanding of the City's Rent Control Ordinance and the maximum rent
that could be charged to the potential tenants. That information was important'as Page Mill knew that it
would be necessary to recoup for its investors at least some of the significant funds that would be
required to beneficially change EPA's landscape. The City advised Page Mill that Page Mill could '
charge tenants up to the maximum allowed by the certificates of maximum rent. Based significantly on
that inforrration, Page Mill movêd forward with its strategy to purchase multi-family housing West of
the 101. Page Mill then emba¡ked upon a combined strategy to upgrade the lifestyles of EPA's residents,
especially with respect to health and safety, while at the same time to provide Page Mill's investors with
a good retum on their investment.

Unfortunately, as you know, after Page Mill began acquiring properties and began to implement the
strategy, the City tried to illegally change its Rent Ordinance contrary to State and local laws.
Consequently, Page Mill had no choice but to ask the Court to compei the City to comply with the state
and local law, and Page Mitl has been successful in that regard. My client does not seek to obtain any
benefits beyond those consistent with the City's lawful ordinances. In fact, I am hopeful that you are
a\ryare that Page Mill has already spent millions of dollars in providing security and upgrading the safety
and overall appearance in EPA. The positive impact upon our tenants and the residents of EPA is
enorrnous. The area of EPA where the properties lie began as the police beat with the highest calls for
service. That same area nov/ boasts the lowest calls for service. Another example of a thoughtful social
strategy is that Page Mill has agreed to work with tenants who because of special circumstances are
unable to afford the rent increases that are allowed by the certificates of maximum rent. In response to
demonstrated need Page Mill has frozen or even reduced rents for many tenants.

We remain committed to working with our tenants and the City to find common ground and to see EPA
become a vibrant and economically diverse community and we remain committed to be the kind of
invesftnent partner CaIPERS can be proud of.

To the extent you have any questions or need any further information about the litigation, please direct
those befween yourself and me to, again, maintain the privileges and confidentiality required.

91212008

PM-1991
Page Mill/Confidential-Privileged Page2 of3

Thank you, Jeff.


*,ß*<

Page Mill Properties. LLC v. Luzon, San Mateo Superior Court. This is the broker dispute we
previously discussed with you. The actions were favorably settled on May 7,2008, and formally settled
on July 25,2008.

Page Mill Management et al v. City of East Palo Alto" et al, San Mateo Superior Court. The property
manager and certain owners filed a Petition for Writ of Mandate and complaint for declaratory relief
challenging the City of East Palo Alto's urgency ordinance which sought to unfairly and unlawfully limit
the rent increases for multi-family properties in East Palo Alto. The trial judge ruled in our favor and
agreed that the City did violate various State and local laws. Consequently, the Courtjnvalklatcd-the
City's urgenc]¡ ordinance. The remaining portion of the case is scheduled to be tried in January 2009.

Woodland Park Manaeement et al v. City of East Palo Alte,.et al, San Mateo Superior Court. The
property manager and certain owners f,rled a Petition for Writ of Mandate and complaint for declaratory
and injunctive relief challenging a set of new rules adopted by East Palo Alto's Rent Stabilization
Board. The new rules, much like the previous urgency ordinance, would change key provisions in the
local ordinance and would authorize the City to roll back rents on multi-family properties in the City.
This case has been consolidated with the urgency ordinance case above and is scheduled for trial in
Ianuary 2009.

Woodland Park Management et al _v-._City qf East Palo Alto. et al, San Mateo Superior Court. This is an
action for Writ of Mandate directing the East Palo Alto Rent Board to accept applications for rent
certificates. Under the Rent Ordinance, these applications were due by July 1, 2008, but the Rent Board
refused to accept the applications when they were submitted on June 30. The Rent Board refused to
accept the applications because it was in the process of again changing the rules after-the fact, this time
by raising the registration fees, but had not properly completed the process by June 30 and had not
performed its ministerial duty to send registration statements that included statements of fees due by
June 1 as required by the Rules and Regulations. The action was filed on July 9, 2008 and is set for a
hearing on the merits on August 29,2008.

Oberle et al v. Page Mill Properties^ et al, Santa Clara County Superior Court. This is a class action
against Page Mill Properties and 50limited liabilify companies (as well as David Taran) seeking a
declaration that all of the limited liability companies should be treated as a single owner for purposes of
determining whether they qualify for the East Palo Alto Rent Ordinance's four-unit exemption (if a
landlord owns four or less units, the property is not subject to the Rent Ordinance). The complaint also
seeks damages for over-charges together with a statutory penalty of $500 per violation. The complaint
seeks to impose personal liability on David Taran on the theory that the multiple LLCs are a sham. The
action was filed on July 15, 2008 and has been served on all of the defendants except David Taran and
perhaps Jim Thompson. Responsive pleadings begin to be due on August 21,2008. This is, again, an
attempt by the City (through its allies at the Stanford legal aid off,rce) of undoing its own express
provisions of its Rent Ordinance. As you can see, this is, at least partIy, the mirror image of the_l643
Woodland LLC action described below which seeks to confirm that the Rent Ordinance means what it
says, i.e., that if a landlord has four or less units, it is not covered by the Rent Ordinance. Here, there are
several properties that fall within this exception, and there is no basis to undermine the exception.
Procedurally, defendants intend to file a motion for change of venue from Santa Clara County to San
Mateo County, which will likely be heard in mid to late September 2008. Thereafter, defendants intend
to file a motion to disquali$r plaintiffs' counsel (Heller Ehrman) on the ground that they represented
David Taran with respect to a similar real estate investment and corporate structure in the late 1990s
where Heller recommended and set up multiple LLCs in the context of a proposed development deal. In
addition, defendants intend to file an anti-SLAPP motion challenging the cornplaint. That motion will

9t2t2008

PM-1992
Page MilVConfidential-Privileged Page 3 of3

likely be frled by September 22 and should be heard in mid-October.

City of East Palo Alto v. Woodland Park Management, Page Mill Properties. LLC. et al, San Mateo
Superior Court. The City of East Palo Alto filed an action alleging that tenants have been charged more
than was allowed by the rent certificates and the rent was increased more than once in a calendar year.
This is related to the writ of mandate proceeding because the Rent Board has not issued new certificates
showing the increased rental amounts because it refused to accept the applications that were submitted
on June 30. In addition, there is a dispute about whether the Rent Ordinance prohibits more than one
increase per year and whether such a limit is preempted by state law. The Cify filed the action on July
31, 2008. The Court sided with us by denyins the City's request for a temporary restraining order on
July 31, 2008. The City's motion for preliminary injunction is set for hearing on August 29,2008.

1643 Woodland LLC v. City of East Palo Alto, San Mateo Superior Court. This action for declaratory
relief seeks a determination that the properfy owned by this LLC is exempt from rent control and
registration requirønents because the East Palo Alto Rent Control Ordinance exempts owners that own
four or fewer units in East Palo Alto. The ruling in this case would affect approximately 50 other LLCs
that own four or fewer units. The complaint v/as filed on July 16, 2008. The defendants filed a demurrer
claiming failure to exhaust administrative remedies, which is set for hearing on September 19, 2008.
Defendants intend to either file an amended complaint or oppose the demurrer. Defendants expect to file
a motion for judgment on the pleadings or motion for summary judgment at an appropriate tíme, most
likely within the next 60 days, A judgment on the pleadings motion would be heard on 16 court days
notice. A summary judgment motion would be heard 75 days after it is filed.

Jeffrey N. Brown
Pircher, Nichols & Meels
1925 Century Park Easg Suite 1700
Los Angeles, CA 90067
3t0.20t.8990
310.564.1790 (fax)
jbrown@pircher.com

IRS GIRCULAR 230 DISCLOSURE: To ensure compliance wÍth requirements imposed by the
lRS, we inform you that any tax advice contained in this communication (including any
attachments) was not intended or written to be used, and cannot be used, for the purpose of (i)
avoiding tax-related penalt¡es under the lnternal Revenue Code or (ii) promoting, marketing or
Igg:r3-_"=:1'19=l?3!="i!g:!=1ryi!y=11ï:=!'-:ggressedherein'
IMPORTANT: This e-mail message is not intended to be binding or relied upon and, without limitation on the foregoing, shall not crêate, waive
or modify any right, obligat¡on or liabil¡ty, or be construed to conta¡n or be an electronic signature, to constitite a notice, approval, wa¡ver or
elecüon, or to form, modifo, amend or terminate any contfact. The information contained in this message is confidential and is intended only
for the nâmed addressee(s). This message may be protected by the attorney/client privilege. If the reader of this message is not an intended
recipient (or the individual responsible for the delivery of this message to an intended reciplent), please be advised lhat any re-use,
dissemination, disbibution or copying of this message is prohibited. lf you have received tris message in effor, please reply to the sender that
you have received he message in error and then delete it.
Thank you.

9t2t2008

PM-1993
MEMO
To: Anne Stausboll

From: Laurie V/eir

CC: Ted Eliopoulos

Date: May 20, 2008

RE: PAGE MILL INVESTMENT PARTNERSHiP

In2O06CaIPERS Real Estate entered into an investrnent partnership committing $100 million to
Page Mill Properties II, L.P. Page Mill has amassed almost 100 existing apartmant buildings in
gait Palo Alto aggregating over 1,800 units housing over 6,000 residents. Page Mill embarked
on a building rehabilitation progïam, including new roofs, seismic upgrades, and improvement to
common areas and landscape.

Page has come under harsh criticism for raising rents on tenants who are primarily low
Mill
income and working families. Community leaders have expressed fear that Page Mill's strategy
may include replacing some of the last available affordable housing with more expensive housing
stock.

All of Page Mill's properties are under East PaloAlto's Rent Stabilization Board which limits
frequency and size of rent increases. In response to concerns that Page Mill might increase rents,
the city proposed to restrict the ability of Page Mill to do so. (Allowable rent increases under the
rent stabilization ordinance is in dispute.) Page Mill reacted by increasing rents up to their
understanding of allowable rents the week before Christmas.

The City Council passed an urgency ordinance imposing a six-month retroactive rent frceze on
rent confolled apartments. Iniespãnse, Page n¿ili ¡lea a lawsuit in San Mateo County Superior
Court to force the city of East Palo Alto to rescind the urgency ordinance. The Court fou:d in
favor of Page Mill.

Staffhas conveyed sftong disapproval and disappointment to Page Mill for their recent actions.
Notably, staff has told Page Mill that the investment of CaIPERS fimds should not result in the
involuntary displacement of low income or work force households; or in adversarial legal action
against loial góvernment. Staff has meet with Page Mill to reiterate these concerns,

The Page Mill investment partnership is included in the urban programs stategic review that is
curently underway by consultants and Investment Office staff. Staff intends to present the
findings of this reyiew to the Investment Committee in the late summer. Staffwill make
recommendations at that time relative to which parbrers staff considers to be aligned long term
relationships, and the disposition of investnent partnerships that may no longer be aligned with,
and accretive to, the CaIPERS investrnent office.

PM-1994
COPY
January 25,2008

Page Mill
Properties
David Taran, President
480 Cowper Street,2nd Floor
Pa10 Alto, CA 94301

RE: PAGE MILL PROPERTIES II, L.P.

Dear David,

This letter is written to relay CaIPERS' disappoinfinent and concern over recent events
that have occurred as a result of Page Mill Properties II investments.

In mid-December of last year CaIPERS received an inquiry alerting us to community


concerns regarding Page Miil investrnent activities. The inquiry requested our views on
Page Mill actions with regard to proposed rent increases in the East Palo Alto area.

As our understanding of the issue increased, it became apparent that this was a potentially
explosive issue with the ability to impact the success of the Page Mill investment
strategy. Page Mill's handling of the situation appears to have inflamed sentiments and
associated CaIPERS with the negative impression made by Page Mill at the community
and city council level.

'We
are disappointed and skongly disapprove your recent actions. Notably, the
investment of CaIPERS funds should not result in the involuntary displacement of low
income or work force households; or in adversarial legal action against local govemment.

We have contacted you several times requesting a meeting with you at our offices. To
date, you have not been responsive. It is critical that we continue to cornnunicate in an
open manner, It is our hope to work with you to assure the successful outcome of our
investment partnership.

Please don't hesitate to contact us to schedule the meeting and discuss this issue frrther.

Sincerely,

Laude Weir
Portfolio Manager

PM-1995
Detail Fedwire Renort
TNum: 28,437 ST: BC RST: Reference Number: O7O113OO4454 Tvoe: Basic Fedwire
SSBBOS
Branch Code: Account Title: Real Estate Oooortunitv Fund
Transfer Datei 07 l'l3t2\O7 Account Number: OO'12O253 Short Name: SWBL
Transfer Amount: 65.000.000.00 USD Value Date: 7l13l2OO7

Credit Benelícîary Beneficiary's lnstitution


Account: 4g27:c9654 lD: F 122016066
Name: PAGE MILL PROPERTIES ll. L.P, Name: CITY NATIONAL BANK
Address: Address: 400 N ROXBURY DR
BEVERLY HILLS
cA 90210

Co nespo n d en t/l n te¡me día ¡y Instít u tio n O¡ìsinato¡


ID: Name:
Name: Account:
Address: Address:

O¡igínato¡ To Bank lnfotmatíon


Text: ATTN: CHRIS HEIN

Sendet Reference

Benefícíary Rele¡ence

lntenal Refercnce
RES

Transaction Audít lnformation


Entered Bv: GOWEN On2OO7lO7lO2 10:58;31.00 Unaooroved Bv: On
Modified Bv: On Released BV:EVENT On 2OO7|O7 113 04:30:00.00
Siqnature 1: JWU On2OO7lO7lO2 14:12:38.0O First Confirm Number:O95658A89015
Siqnature 2: JWU On2OO7lO7lA2 14:12:38.00 Second Confirm Number:
Sionature 3: CWILSON On2OO7lO7 lO2 15:51:36.0O Reiection Reason:Bank Confirmed

Tue 26 Aug 2OO8 10:36:30 AM Paoe: 1

PM-1996
¡T4$F.t'1.ûllttã.tÉrEäi'l¿1tr7?5{t{,lqì+Fi*¡,1ryèr4rFlift r-¡e r-t'- :. - a:

Summary Cash Transfer Status


TNum ST RST Date Branch
Tran Amount Cur Bene Name
PayMthd Account Short Name Account Title
Ref Num

SSBBOS 299,805.OO USD cARLYLE STRATEGTC f:ARTNERS,t,P.


28,410 Bc 7 t1312007
SJ38 AIM PARTNERSHIP INL_-.-J ESTMENß
0707 13004451 FED 52164167

28,411 t13t2007 SSBBOS 89,673,00 usD CARLYLE STRATEGIC ARTNEBS, I.P.


BC 7
52164167 SJ38 AIM PARTNERSHIF IN\-/ ESTMEi,Iß
,o707 13004452 FED
-
SSBBOS 65,0oo,ooo.oo usD PAGE MILL PROPERTIE< II, L.P.
7 t1312007
Real Estate OPPortunitY- Fund
o7d#Èffif FED oo120253 SWBL

SSBBOS 23,75ò,000.0o USD HCB INTERESÍS LP-DE:OSITORY


28,438 BC 7 t1312007
SWBJ Real Estate lnternation-l
0707 13004453 FËD 0o124246

28,439 711312007 SSBBOS 320,582,OO USD SAN DIEGO SMART Gfì----OWTHFIJNOU(


BC
oo120253 SWBL Real Estate Opportunity- Fund
070713004455 FED

28,440 Bc 7 t13t2007 SSBBOS 18,550,006.0o USD RREEF GLOBAL OPPOR-TUNITIESIlJilOI


oo120246 SWBJ Real Estate tnternationa
C-707 13004447 FED

SSBBOS 350,151.00 USD LEVINE LEICHTMAN CP TL PRT¡IRSIII


28,449 BC 711312007
SJ38 AIM PARTNERSHIP IN\_ ESTMEI'Iß
070713004456 FED 521 641 67

7113t2007 SSBBOS 703,125.00 USD LEVINE LEICHTMAN CA-PITALPTliRSDI


28,450 BC
FED 52164167 SJ38 AIM PARTNERSHIP INV ESTMENTS
0707 13004446
SSBBOS 137,345,00 USD LEVINE LEICHTMAN CA PITALPII'¡RSII
28,463 BC 7 t1312007
SJ38 AIM PARTNERSHIP INV ESTMENIS
0707 13004457 FED 52164167

28,469 7113t2007 SSBBOS 242,b0O.00 USD GOLDEN STATE INVEST-MENTFUl\lDLI''


BC
MFED 521641 67 SJ38 AIM PARTNERSHIP INV ESTMENIS
0707 13004468
6,532.00 USD Marsh Global Market (Be-rmudal Ltd.
28,552 BC 7 t1312007- SSBBOS
5216+274 SJO2 PERS INTERNAL REAL :STATE
o7Q-7 13004470 MFED

70,273.OO USD Marsh Global Market (Be-rrnuda) ltd


28,553 BC 711312007 SSBBOS
SJO2 PERS INTERNAL REAL :STATE
0707 13004469 MFED 52164274

28,566 BC 711312007 SSBBOS 96,OOO.OO USD TRIMBLE ROAD LLC


oo120170 SWBA Real .Estate-Other Cure
070713004459 FED

28,567 BC 7 t1312007 SSBEOS 7,680:00 USD JAVA DBIVE LLC


oo120170 SWBA Real Estate-Other Cure
070713004450 FED

SSBBOS 104,895.90 USD SUMTTOMO MITSU| BA¡\___-__l KINGCoflPotu


28,568 BC 7 t't312007
oo120287 . SWBO . Real Estate National Horssing
0707 13004448 FED

28,569 SSBBOS
'125,461.58 USD SÚMITOMO MITSUI BAN.-JKINGCORMfl'
Real Estate National Hou
BC 7 t1312007 sing
oo120287 SWBO
0707 13004461 FED

-1t1312007 203,379.46 USD ARROWSTREET CAPITAÆ , L.P.


28,575 SSBBOS
AC
1 07325 50 SW4D Arrowstreet CaPìtal Inve: tments
0707 13004449 FED

7 t13t2007 SSBBOS 3,027,019.59 USD THE BOSTON COMPANY- ASSETillAtlA


28,577 Bc SW2E THE BOSTON coMPAN\- ASSETl/l0l¡l
0707 13004462 FED 0701 0838

28,578
-t
t1st20ö7 SSBBOS 10.78 USD WINSLOWREPRo/GRAP}--_.lICS
BC
FED 521 6+27 4 SJO2 PERS INTERNAL REAL E:TATE
0707 13004465

28,579 711312007 SSBBOS 7 ,297.50 USD TRADEWEB LLC


BC
FED 10733731 SWEX Directed Brokerage-Co---T
0707 13004463
SSBBOS 990.005.12 USD SILICON VALLÊY PORTF(_--LIOLtC
28,581 Bc 7 t1312007
SWBA Real Estate-Other Cure
0707 13004460 FED oo120170

7 t13t2007 SSBBOS 4,349.87 USD ORCHARD PARKWAY, LI C


28,582 BC . Real Estate-Other Cure
0707 130c'4466 FED oo1201lo SWBA
Page:
Fri 13 Jul 2007 1:58:56

PM-1997
Tran Date Branch Amount Gur Bene Name
TNum
V_alrr D._ate_ -Ac.cp.unt - Account Title Bene-Account- --
Ref Nq¡n
Short Name Pa$thd ST RST Bene Bank

65,000,000.00 usD PAGE MILL PROPERTIES II, L.P.


28,437 7t1312007 SSBBOS
Real Estate OpPortunitY Fund t432753654
711312007 0o120253
SWBL FED CITY NATIONAL BANK

Entered BY: Authorlzed BY:

Authorized bY:

2nd Authorization by(lf Applicable):


Approval by:

2nd Approval by{ lf

Real Estate Portrolio Number:


Rea I Estate PartnershiP
Real Estate Prograrn:

Mon O2Jul2QO7 11:12:51 AM Page: 1

PM-1998
r!-jEãFjnrltE!ffi¡rl!:¡¡f

+ Aì4r1t -t t$ o7 ':::fï:ïïî11-fîï
APPROI/ED FOR PATAË!¡ï ;

Current
Cufrent D¡sbursement Amount Monthly Cumulative
Monthly Gumulatlve D¡str¡butlon to $
Contribution from ($ amount) CaIPERS Deta¡l
calPERS Detail
letum of CaPital
1ãpitãlCa\ $65,000,000 $65,000,000 'Sale)
'Purchase) / lstimated Profit
ffifeLoeel iloss) Distribution on
)peratlng Sale
ixoenses
)ther Revenue
)ther ExPenses ì,eimbursemenl ot
nsurance
nsurance
lxoenses
)evélopment Fee
)evelopment Fee
'month/ouarter) imonth/ouarter)
qssêr
\sSEL lvlql loYçt ¡

:ees for i\rlanagement Fees


lor (month/quarter)
Reenfive Fees lor
n-æilivE Fees Tor
'month/ouarter)
irnonth/auarler)_
l(,tal lJclrE
roralcalPERè\ g 65,000,000 s $
Contributiqn ) 6ã-,rr;"*Ð- D¡str¡but¡on

CITY NATIONAL BANK


, STATE, ZIP CODE:
O FINANCIAL CENTER, 150 CALIFORNIA :T, sAN FBANclSco, c4 !4!ll

MILL PRoPERTTES ll, L.P'


"Nt'PAGE
SPECLCL INSTRUCTIONS:

t ,J'fÍ,-;!- Ò'1 1

PM-1999
"' "'
FIr.lqWñWæf#+Et'S,f'¡Wi+ttFìS¡nF4lÌsFrËr--'

æl
^FuElrdr.coir

t&fr,
^côuß@ß.N0l40RE

^@E@É
-{ôñq@¿eúd
SWBL Juty 13. 2æ7 S
SS.OOO,OOO P'SM! Pr$oli6ll' LP

sillll@la@@

itNcfrosost^.l,@ rod*'

wÞôrñN eer

g6CEljÀEõ6 øH

PM-2000
qfÑ'l't'

PAGE MILL PIIQPE-RTJES ll, L.P.


FLOOR
480 COWPER STREET,2.""
PALO ALTO, CALIFORNIA 94301
TELEPHoNE: (650) 833-3800
FACSIMILE: (650) 688-6820

June28,2007

Califomia Public Employees' Retirement System


Lincoln PlazaEast
400 Q Street, Suite E4800
Sacrarnento, Califomia 9581 4

Attention: Investrnent Office Staff

Re:

Ladies and Gentlemen:

This letter constitutes a Funding Notice delivered pursuant to Section 3-2 of the
dated July 26,2006
Àgreement of Limited partnership of Page Milt Properties II, L.P.
1tñe "partnershipAgreement"). Únless otherwise used herein, all capitalized terms will
Èave the meanings ascribed to them in the Partnership Agreement.

The General Parhrer is requesting m aggtegate Capiial Contribution of 65%


of
committed capital or $67,502,50ó from the Parbrers. The Capital Contibutions will be
line of credit.
used to repayäportion of the balance outstanding under the subscription

Please wire transfer the sumof $65,000,000 representing the Capital Contribution of
Time on Friday
California Public Employees' Retirement System, by 11:00 a'm' Pacific
day, July 13,2007, aócording to the following instructions:

To: City National Bank


ABA: 122016066
Acct 432753654
Credit: Page Mill ProPerties tr, L'P.
Attention: Chris Hein

PM-2001
.+Ffz-:fîrt

California Public Employee s' Retirement System


JuneIS,ZÙ07--
Page2

Please do not hesitate to call Terry Lee at650- 833-3300 if you have any questions.

Sincerely,

Page Mill Properties II, L.P.


a Delaware Limited Partnershi

By:
Name:
Title: Authorized Sigrt

'ìrili :iS tiLl .!


it;ì,i

PM-2002
GEMILL
OPERTIES
II
LP Advisory Committee Meeting - CaIPERS
June 5,2007

T
I Page Mill Properties II, L.P. June 5,2007
l\)
o
o
o)
LP Advisory Committee Mission

The LP Advisory Comrnittee

. Provides advice and counsel to the GeneralPartner

o Reviews and approves investment valuations,


leverage limitations, in kind distributions and
afft]tate agreements.

Ve aa la e
J 0 /,rr co anse l. T h an k, 1 o ø for 1 o ør p artì cþ ati o n.

!
I Page Mill Properties II, L.P. June 5,2007
N)
o
o
È
Agenda

' PMP II Fund Overview and


Summary of Investments

o Capital Requirements

o Other Items / Going Fonv ard"

!
I Page Mill Properties II, L.P. June 5,2007
N)
o
o
(Jl
PMP II fund Overview and Summary of Investments

PAGEMTTL
PNOPERTIE$
il

T
I
l\) Page Mill Properties II, L.P. June 5,2007
o
o
o)
PMP II Fund Overview

Since its inception ínJuly 2006, Page Mill II LP has completed 59 investments and tied up 13
additional investments for an te purchase price of approximateþ $214M. These
^ggreg
individual investments trr aggreg te represent 1 ,547 units, serve over 6,000 residents and cover
39 acres in the Core Plus, centraþ located sub-market of California'sBay Area known as East
Palo Alto. Easr Palo Alto borders Palo Alto to the West and South, Menlo Park to the North
and the San Francisco Bay to the East.

Currently, v/e are targeting up to 30 additional investments in this vrith àn


^re ^ggreglte
purchase price of approximately $57M representing over 400 additional units anð 1'1 acres.

In a pnvate/public partnership, Page Mill is working to facilitate and accelerate East Palo A.lto's
economic redevelopment and development initiatives by improving corrìmunity infrastrucfure,
improving rhe quality of multifamily rentals, and promoting affordable and attrzclve home
ownership through urban infill mid rise residential and mixed use redevelopment and
development.

!
! Page Mül Properties II, L.P. June 5,2007
lv
o
o
{
PMP II Fund Overview - Cont'd

To date, Page Milthas allocated approximately 60-700/o of its committed capital to existing
investments and operations. Thus fa4Page Mill has financed acquisitions and operations via
approximately $B9M in subscription line borrowings with RBS at LIBOR + 70bps and
approximately $125M in mortgage borrowings (at approximately 630/o LTC) also with RBS at
LIBOR + 98bps

During the remainder of 2007 , Page Mill will focus on enhancing the operations of each of its
mulufamily rental investrnents, fiuthet advance each existing investment's redevelopment and
development potential and explore additional investment opportunities.

.U

I Page Mill Propenies I[, L.P. June 5,2007


N)
o
o
@
T2Individual Investments To Date
Clot¡ng Propcrty Addr.-3 Purchâ3o Closlnq
ProPortlt Addræs Purohaso PrlcÈ c'at6
Prlcô D¡6
37 655 S6field Avenue saoo.ooo-oo Thußday. January 04, 2OOz
1 466 E. O Keefe St $3,AOO,OOO.OO Monday,August2S.2006
ThuEday. August 31. 2ooe 3A 3oo E. O'¡<êcfe St $2,300,ooo.oo Frlday, Januâry O5, 2OO7
2 1779 woodlãnd Ave 56.057.000.00
39 438 Oonohoe Street $ 1 .350,ooo-oo Tueday. January 09, 2oo7
l920 CoolêY Avê s7.350.OOO.OO Fdday, æplember oe, 2006 Thußday. Jañuary 1, 2OO7
40 32O E. O'Keef€ St s2,222,OOO.OO 1
1928 cooley Ave
2031 Euol¡d Ave 9r.333.200.OO ThuÉday, Januâry 1 1, 2OO7
355 E. o'Kêelê Strêet s4,a60.ooo.oo Tuesday. september 12, 2o.16 41
Tuesdây, seÞtember 19. 2006 42 2o4ol2o42 Eudld Awe $1,100,ooo.oo Thu6dây, January I 1. 2OOz
5 4O2 E. O'Kêefe St se,602,352.94
43O Ê.. O'Keefe St 43 15 Nêwsll Roâd s1 ,200,æo.oo Tuesday. Jânuary 16. 2oo7
êt s2,400,544.24 -fuesday, SePtember I 9, 2006
5O1 O'C6nnor 44 25 Nerell Road 92,560,OOO.OO Tuè6day, January 16, 2OO7
2012 Eudl<l Ave
Tuesdây' sePtember 19' 2006 45 I 951 clárke Ave $3,690,OOO.OO Tuesday, Jañuary 23, 2OO7
7 2OO1 Manha(tan Avê $6.547,054.42
46 375 Donohoe street s872.OOO-OO ThuEdây. Jañuary 25, 2OO7
a 1 941 Gooley Avenue S1,9OO.OOO.oo Monday,SePtêmbêr25'2006 Doñohôê Stcer
ThuÉday.September2A'2006 2032 Éuclld Ave $915,OOO-OO ThuFday. Januery 25, 2OOz
395 E. ô'Ke€fe St 36.726-600.OO
435 E, O'Ke€fe St 4A 45o E. O'Keefe stre€l s3,550.OOO-OO Frlday. January 26. 2oo7
10 685 Seofeld Awe s2.als,ooo.oo wednesdây. october 04, 20o6 sr,605,61O.OO \^redn€sday. Januâry 31, 2OO7
49 35 Neæll Rd
11 1943 CaPltol AvBnue $a60.ooo.oo Fr¡day, october 1 3, 2006 $12,414,390.OO U/ednèsdåy. Jánuery 31, 2OO7
50 45 Norell Rd
$1,700.ooo.oo Tuesday, odob€r 1 o, 2o06 ss Nêrell Rd
12 l9l6 Cap¡bl Avenue 51 1g2o clârke ¡\vênue s650.ooo.oo Monday. February05.2Oo7
13 2O1 E- O'Keeté Slræt s2,300,ooo.oo Mondây, October 16, 2OOG s4,7so.ooo.oo ThuGdây, F6bruary Og, 2oO7
52 1 8O7 êlarke Avenue
14 640 Clrcle Drlve 963€.OOO.OO Monday, ()dober 23. 2006 $a50,ooo.oo Fr¡day, February 09, 2OOz
53 1 9o8 cåp¡lol Avenue
15 5 Newêl¡ Road sl.4a5,ooo-oo WednesdeY. November O1. 2006 19O2 êãÞltol Awenue sl.850,ooo.oo Frtday. FeÞruary 09. 2OO7
64
l6 1974 Eud¡d Avc s1.550,OOO.OO ThuFday, November O2. 2006 hr- eâYshoE ç2,2OO,OOO.OO Frlday, F€bruery o9, 2OO7
55 1 4€}4
17 53o o'conñor St $1.522,5OO.OO ThuEday. Nowmber 02. 2006 2061 Eud¡d Av9ru€ s910,ooo.oo Wednesday, Febluary 2e' 2oo7
56
18 1995 Mânt¡attãñ Awè $1,200.ooo,oo Thucdey, November 02' 20æ 57 I 72o W Beydhore Rd s3.a50.ooo.oo Wêdnesday. Mârd 24. 2OO7
360 E. O'Keefe St 92.537.5OO.OO WednesdâY. Nov€mb€r Og, 2006 Wedn€edâY, March 28. 2OO7
19 56 245 E okeele s2,610,OOO.OO
20 3ao E. O'Keefe St $2,537,500.OO WednesdaY, November 08. 2006 l€ Nêwell Ct $34.200.OOo,oo Thucdåy, March 29,2OO7
59
21 192O Capllol Awênuê $1,300.ooo.oo Tuesday. Novembêr 14. 2006 $6,1()0,ooo.oo TBD
60 3Ol4O Newell
22 1962 Euclld Ave s1,400,ooo.oo \ /ednegday. Novembor I5.2Ò06 $6A5,OOO.OO Monday, June 1 6. 2oO7
6l I €t39 Vvoodland
23 I 957 Cooley Av€ $3,836.€32.OO wednesday, November 1 5' 2OOe 62 1835 \ /ôdland s6a5.ooo.oo Monday. June 14,2OO7
24 I 934 CâP¡tol Ave s2.95S.164-OO Wednesday. Novembor 15' 2006 f 9O9 CooleY $932,54O-OO ThuÉdây, Juîø 21, 2OO7
63
25 5o4 o connor St sa50,ooo.oo Monday, Novêmber 27, 2006 I 703-17o7 woodland Ave $973.70ô.OO ThuÉday. Juñe 21, 2OO7
64
26 199¡l Euclld Av€ s1.950,OOO.OO Mondây, November 27' 2006 65 I aÆ VV Bayshore s1.459,OOO.OO ThuEday, June 21, 2oo7
27 2033 Manhanðn Ave ss,ooo.ooo.oo Môñdây, Novêñbêr 27. 20cì6 la2oheaio w Bâyshore s7.390,OOO.OO Thursdey, Ju^e 21. 2OO7
2A 34O E. O'Keefe St $2,324.340,OO Tuèdãy, Deæmber 05. 2006 67 1643l /oodland s1,o3o,ooo.oo Thußday. June 21. 2Oo7
29 1991 Mâñhat(en Av€ s2.943,200.OO ThuEdaY, DeæmbeÍ 07' 2OOB 6A 2O2s Eucl¡d G1.250.OOO.OO ThqGdeY, June 21, 2OO7
30 1427 Clafte Av€nuc sa50.ooo.oo Fr¡dây. Dec€mbe¡ OA. 2006 2036 Euclld 3l ,400.ooo-oo Tuêsday, Ju^e 26, 2OO7
69
31 1e54 w Bayshore s2,425,OOO.OO Fr¡dåy Oeæmber Oa' 2006 70 1955 Manhattan $2,550.OOO.OO Tu€cdâY, July 03. 2007
32 445 E. O'Keefe St s5.752.OOO.OO Tuesday. ÞeæmÞer 12, 2o06 71 I 523 U/oodlend s950.ooo.oo Tuesday, JulY 3l , 2oo7
33 17e7 woodlånd Aveñue $1,ooo.ooo,oo Moñdây, Deæmber 1A, 2006 72 2O2l Euol¡d sl ,240,ooo.oo 6n eloT - 916107

34 1821 c¡afte Avenue s€l50.OOO.OO Monday, Deæmbêr 1a' 2OOG 73 l669 l rædland $l.225.OOO.OO 6t12ti7 - 1ot151o7
35 1785 woodlând Aw€nue sr.zoo.òoo.oo Monday. Deæmber le. 2006
Tolâl s2r3.ê69.12ê.OO
36 1gO5 Cla*ê Avenue $1200.ooo.oo Mondav. Deæñber 14, 2006
-U

I Page Nlitt Ptopetdes II, L.P' June 5,2007


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T2lndividual Investments To Date - Mup

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I Page Mrll Ptopcties II, L.P. June 5,2007
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Repres entative Investments

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I Page MiIl Properties II, L.P. June 5,2007
Þg-au l$r,q'yuL'->
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Representative Investments - Cont'd

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I Page Mill Ptopenies II, L.P. Jwne 5,2007
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Representative Investments - Cont'd

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I Page Mill Properties II, L.P. June 5,2007
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,\dditional Pro sp ective Inve stments
Properly Address Purchase Properly Address Purchase
Price Price

1 2020 Dumbarton Avenue $70o,ooo 17 1965 Manhattan Ave $1,800,000

2 Vacant Land $90,000 18 1997 Manhattan Ave $1,400,000

3 Donohoe Street $350,000 19 1909 Capitol $900,000

4 420 E O'Keefe Sireet $700,000 20 1501 Woodland Ave $1,000,000

5 479 E O'Keefe Street $900,000 21 1609 Woodland Avenue $5,000,000

6 1496 W Bayshore Road $900,000 22 1717 Woodland Avenue $4,500,000

7 1910 Euclid Ave $700,000 23 1721 Woodland Avenue $3,200,000

I 1920 Euclid Ave $1,400,000 24 1735 Woodland Avenue $14,000,000

9 1940 Euclid Ave $800,000 25 1807 Woodland Avenue $800,000

10 1950 Euclid Ave $900,000 26 1908 Cooley Avenue $750,000

11 1986 Euclid Ave $1,700,000 27 1914 Cooley Avenue $1,700,000


1914 Cooley Avenue
12 2043 Euclid Avenue $700,000
28 1918 Cooley Avenue $2,000,000
13 2044 Euclid Ave $900,000 1918 Cooley Avenue

14 2054 Euclid Ave $1 ,100,000 29 1949 Cooley Avenue $1,300,000

15 1901 Manhattan Ave $2,500,000 30 1836 W Bayshore Rd $2,400,000

16 1919 Manhattan Ave $2,300,000 $57,390,000

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I Page Mill Properties II, L.P. June 5,2007
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Rep re s en tative P ortfolio Management A ctivitie s

li,jii
Rent Increæes / Coltections ííiÍRevenue Enhancement Proerams
iiii
Cunently,vacantunitsaregenerallyrentingfor$50t0$l00perunit iiir¡iLaundryProgram
above in place rents or $50/month for sodios and $100/month for iijli Standardizing vendors and contacts'
1BR/2BR/3BR, :i:4 Standædizing maintenance ptogram.
Studios - $750 i,,'i Standardizing collections prognm'
Jr I BR - $850 i;,:
I BR - $950 ir:;;iVending Machine Program
2 BR - $1200 iiti Standardizing vendors and contacts,
3 BR -$1500 I :i Standardizing maintenance program. í :''"Complete initial deferred maintenance and capital improvement

ii;.ij Standardizingcollections program, 1lriPrograms'


:,. ,"
Established standardiæd rent collections, 3 day notice and eviction ;;,i',1
i-,, i:;
::: i: l

piogram. ;r;liVtulti Family Aparhnent Leasing Program i,lUpdate and clean up landscaping.
iiiiti Adding supplemental third party agents/programs, irri
Unit Turnover Program l:iiil iir;i tnvestigating environmentally fr iendly energy/resource effi cient
famity Home tææing Program i ii; solutions including solar elechicity and pool heating, fixture
iiiriìSingle
Tracking voluntary 30 day notices, involuntary evictions, rent ready i"luti Adding supplomental third party agents/programs. ;.iiupgrades, low flow showers/toilets, etc.
i,:'.i
vacancies, non rent ready vacancies. i.':.:,
i,;:lParking Program :,:'Additional Revenue E
ii:.1:
Established apartrnent tumoYer program - maximum 2 week ili standardizingprogram.
tumover on vacancies. iiil
\:':ri)
Standudizingcollectionsprogram.
li-: i
Approved Vendors i. itii Lease Standardization Prosram
iii:
.i. I,ii

Established standardized approved vendors including goods, services¡;:;ÌStandardize applicant process.


and prices, ;i',i5tandardize new and renewal leæes and addendums' -
iliniscount to all municipal employees and CaIPERS pension

Tenant Services ii,,;imemters.


.Ëii
Established (tenant) serviæ request program with 24 hour response iJ:ìExpense Reduction Program
time and no more than I week resolution time. i¡l;¡li
iliijmptementing expense reduction and economies of scale programs'
l':1";

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I Page Mill Properties II, L.P. June 5,2007
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Representative Portfolio Management Activities - Cont'd
ll:: ii
Buildine Repair. Maintenance and Janitorial pro€ran¡ :iiiiis""*ltu¡sur.rv e¡¡lrun""rn"nt" ¡ 'llRedevelonment Planning
i,.:'li:i 'r,.i

progrm. iiiiilaaOitiooaf lighting program. ;;:: lenvironmental numerical impact analysis,land use memoranda,
:!,ij;:rj iii:LEEDS ærtification analysis, etc.
Pros.*
ii.iiconst u"tion , .':
Establishedcommonareacleaningupgradearrdaestheticsprogram.',,..,,1-il+.Existingdevelopmentsiteconstraintsanddemândanalysis-
iliiiivoluntar-v- seismic rehofit construction applications submitted a¡d in ii'¿:l
Established exte¡ior painting and aesthetics program. :i,.iiip-".ss. i: i.Additional
investigation of HUD and other federal' statc and county
e tunding sources for commu.nity a¡¡d coÍrmon a¡ea
.ifiii' i,lii;gr ""¿
Landscapins, proqram ,:iiijPrope4y aeterred maintenance and capital imp¡ovement construction:. -rimprovnrents.
,i,ii"ppii""tion."ubmittedandinprocess- ',,
:i:rl i'i
'
Implemented tree and landscape maintenance and oleaning program. ,.,;ìi Properw Manaeement Softwa¡e
,t:ii
Securiw/Safew Prosram i,iiilmplementlng and standardizing on uPdated MRI residential
tn*agement software progam.
¡iiiip*pttty
Key management. ,ti,t.).

Gate maintcnance and security. :iii;iComnlete Acouisitions Proerm


i':l:lL
Street and building lightining improvement program ;jliir-i.rr fill in acquisitions
Abandoned vehicle courtesy notice and tow program. to enhance existing redevelopment
Afrer hou¡s emergency response plogram. i'¡;íi opportunitv zones.
Private security services. li:'{!i
Dispatch. i':itijFlood Plain Manaeement Proffam
Patrols - 3 teams, vehicle & foot.
,',r,¡,,\,-
lii:;Conductine additional surveys and filing certificates to verifl
Daily incidcnt rcports. ijjfieteuutions outside of flood plan
Di¡ect interface with police dePartment. ';;:tilil
:r.iìi p Plmins
"¿"r"tn.-"nt
TransDortation Improvement Program

Application submitted with EPA for Federal Transportation


Development Act gant (S250K planning $12M capitaì) for
altemative transportation improvements for woodland Creek and
Bay Trail including 101 and Woodland Creek over crossings.

Muicinal Relations

Regular coordinated code enforoement inspections. .:'


;

Coordinated street lighting improvement ¿nd maintenance progrâm "


Coordinated community rnulching program- .,:
board.
Established regular dialogue with rent stabilization :.

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I Page Mrll Ptoperties II, L.P. June 5,2007
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Redevelopm ent f Development Opportunities

Opportunity to redevelop or develop urban infill mid rise residential and mixed use retail /
office for rent andf or sale.

Incorpo nringUs Green Building Council SJSGBS) lead in energy and environmental desþ
(LEED) standards and certification.

fncreasing density and units by up to 50-100o/o versus current density.

Providing affordable value to dramaticah supply constrained market.

Preliminary redevelopment / development underwriting suggests doubling potential returns to


3Ao/or over 3-5+ years.

Includes affordable housing component and 20o/o density bonus.

. Affordable housing offered on priority basis to muni.þ"l employees and CaIPERS penslon
members and existing tenants.

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I Page MilI Ptoperties II, L.P' Jwre 5,2007
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Redevelopment f Development Opportunity - Mup

'V(l
iiii :.Ål'i ü P¡'{ì¡l - ct+¡tEPT t?- ;.i!' 1. 6.üi"
W

orL¿ 4 fne4u6 G*'1 ft^Mt'! VuzÇz'uÈ


YU5
7- t4PetA
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I Page Mill Properties I[, L.P. June 5,2007
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Repte s entative Redevelopment Activities

:r:iiSite Ânalvsis :;irisite Analvsis


Site Ànalvsis
Base map ofprojeot area ii:liExisting devclopment site constaints and demand analysis ;;i-:;Assessment District Development - Preiiminary Engineers Report
Public Right-of-Way Condition Assessment Matrix ,ít;iiAssessment nishiot Development Zonc Sprcadsheet iui (Summary of potcntial assessment spreads)

Assessment District Development Zone Quantification i,iIi ,ltì il


Cotversion jii:," Reconstruction (Redeveloomenf) Ootion
'i;l;iCondominium D""-r"rt-d
Condominlum Converslon i::i;ijOevetoping nedevelopment Option only, no additional work i..ii. Upd.," \tirt"r Project Description
Attomeys at Law iijt:lelemenß at this time ii',i
Planner/Architect - Dahlin Group ji;:il :;..:iBelow Market Rstc Units (BMRì
Condominium Conversion Ordinance Situation - Hanna & Van Ata ii,1.,i Reconstruction (Redevelooment) Ootion ¡- 1:Further Develop Affordable Housing Strategies
i:ii:ìUp¿ut" Vrsion Document and Project Description .':Dens$ Bonus Strategies
Rent Stabilization f ". '...',Additional investigation of HUD and other federal, state and county
Rent Stabilization Ordinance Memorandum 'Hanna & Van Atta ¡, .l.grants and firnding sources for community and common area
Newly Constructed Rental Units Not Subject to Rent Contol Under : ¡,improvmcnts.
i:.1:i:
the Ordinance Memorandum - Hanna Van Atta r.:¡ír
il:i;@
ìli:iLand
Generel Pl¡n - Zonins Co¡fomitv Use Concept Plan - Preferred Alternative
Cunent Land Use Conformity Memorandum & Chart - DLA Piper i:,iiiSitu Development Plans - Phase Details
Non-Conforming Uses Letter - Master Land Planner/Architect - ii,:.Land Use Development Phasing Plan
Dahlin Group i ,i;Architectural Concept Plans
Due Diligence Memorandum - Current Land Use Conformity - 'i. iFloor Plans for New Development
'. r ;. Conoeptual Elevations
Piper
Maonins Master Lanil Planner/Architectl :,i;..larHng Study Plans - Structured and Surface Parking
General Plan and Zoning Inconsistoncics Plan - Mæter Land ,';'i,
r,':;'p.O"rot- and Vehicular Circulation Studies
l,:;L*¿ ur" ConcePt Plans ,
Planner/Architect - Dahlín Group i
ì,:,].i
General Plan and Zoning lnconsistencies Memorandum - Hanna & liii¡j Sohool District Transfer Option Analysis
Van Atta i;;ij ln,.¡* Street Lighting Plan ii:,iiM¡nnine (Civ¡l Enqineerl
Cunent Land Use Conformity - Di-A Piper Í.+iConcept Plans of Backbone Infrastructu¡e Elements
!t:n;,t:

Non-Conforming Use Issues Memorandum - Hânna & Van Atta ii::ii:Mqpnins (Civil Ensineer) iili.iConceptuul Estimates of Backbone Infrastructure Elemonts
iir;i,upaæ" rypi"al Steet Cross-sections i: '.'Project Design Criteria
: ; ;',
Technical Memoranda
Reconstruction (Reileveloomentl Ontion ij::iì Typical Roadway Layouts :...'
Draft Reconstruction Option Memorandum - DLA Piper, including ii.1,' jnro¡ect Design Criteria and Technical Memoranda
EPA's BMR Program irir:.i i :,'IgP¡s!¿sclxs¡s
Imnect ¡,nalvsis ;i",;:Water Supply Assessment - Analysis
Reconstruction Option Mcmorandum Reviewed by Master Land
i i.'.,:

Planner/Arohitect - Dahlin GrouP Demand Matrix - Quantification of Existing


iilÏE*rtt"g D"r.t.pment ílript"ferr"¿ Concept Plan System knpact Matrix
Denlolítion Permits Mcmorandum ' Hanna & Van Atta i:,iiiDemands ìl.r'lÏf in"l Environmental Impact Assessment
tjli:ijNumericat Scaling Model ."r:'
Quantification of Potential Lnpacts and
Below l\{srket R¡te Unifs (BMR) i:i,iDemands
..,. ',LEEDS Certiûcation Analvs¡s
- Project Impact Review i., ilndividual Buildings
100% BMR Project For-Sale Condominiums Memorandum - Ha¡na i,:.;iCgQn Envi¡onmental Cheoklist
Var Atta i,.,.:Neighborhood/Deveþment Zone Matrix - Phasing Impacts ,.:';:Neighborhood - Developmont Zones

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=I Page Mill Properties II, L.P. June 5,2007
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Representative Redevelopment Activities - Cont'd
¡iiiri
iii leBns Certincat¡on An¡lvs¡s Proiect Coordination
Mapping/Surveylng (Survevorl i
Orthophoto Aerial Photography i ii¡t.igtrtortrood - Development Zones ,' .iWeeklyEPA Redevelopment Team Meetings 'Master L¿nd
;lrii Conservation Design Crìteria ;:,,,..PlanneriArchitect, Land Use Attomey, Surveyor, & Page Mill
Topographic Survey of San Francisquito Creek
i :,l
i:rr, Propertics
Right-of-Way Record Mapping - Project Area
Pro ¡ect Coordination
i,,;,ri ¡"itiMeetings with City Staff
'.|'|'-i-
gpe Redevelopment Team Meetings - Mæter Land i:Proþct Phæe Pre-Application Submittal
Mappins {Master Land Planner/Archifect) ittitiWeetty i;i:

IiiriPlanner/tuúitect, Land Use Attorney, Surveyor, & Page Mill l:iüPublic Outreach Program - Apex Strategies
Schools and School District Maps : ri:i.
t.. .i,
Existing Street Lighting Plan ii:ì;Properties
r:j:iiMeetines wittt City Staff iriii:Communitv Dav Care Centcr
Overall Vision Document and hoject Description
t:iijputtit Oufieach Program - Apex Strategies ,;.1Secure Operator - YMCA

i ì:'i
i,¡Apply for Demolition and Building Permis
MapninE (Civil Eneineer)
Typical Street Cross-Sections i,.,]Communitv Day Care Center
i-i .ìConditional Use Permit Application
,'i5 Newell Court
'r
i:,;i Va¡iance Application r, Reconstruction Phæe
Proiect Coordination )iìr
Weekly EPA Redevelopment Team Meetings - Mæterland l :ii Property Acquisition '.:..rr:.
" i1",iiTDA Grânt Aoolication
Planner/Architect, Land Use Attomey, Suweyor, & Page Mill íi:i]: operational Budget I'i r.

Properties
ii:,Ìessist C¡ty in acquiring grant planning funds
,¡li:
iiii:,5 Newell Court iii'i,Integrate Grant Application plan elemenß into prefened Alnemative

s"tldttrg P."rt Application ;,:,.Conceptual Land Use Plan


Communitv Dav Care Cenler il'i
Pre-Application Permit Submittal
i ;,,,:TDA Grant À¡nlication
Environmental Justification Analysis
Site Plan
;'.;'l Ããilã'ìFhe e-rant p l anning tunds
i r',1:ì
Cost Estimates
Moddar Building Research ii;-,iSolar and Other Enerev Efücient Solutions
Meeting with City Staff ii;i¡l nvestigating environmentally friendly energy/resource efficient
jiiiij sotutions including solar elechicity and pool heating, fìxhre
Meeting with YMCA
i;irii upgrades, low flow showers/toilets, etc.
Justifi cation for Variance
ilf i

5 Newell Court ii: rl

Main Ofüce Layout Plan

4
)/
TDA Grant,{pplication
Application submitted with EPA for Fedcral Transportation
Development Act grant ($250K planning $12M capital) for
altemative transportation improvements for Woodland Creek and
Bay Trail including 101 and Woodland Creek over crossings.

! 1B
I Page lvlill Properties II, L.P. June 5,2007
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Capital Requirements

PAGEMITL
PROPERTTES
II

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¡ Page Mill Properties II, L.P. June 5,2007
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Capital Requirements; Potential CaIPERS Capital Call,

. Q3 2007 - $50-65M

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I Page Mill Ptoperties II, L.P' June 5,2007
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Other Items / Going Fonxrard

PAGEMITL
PROPERTIES
II

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27
I Page Mill Ptoperties II, L.P. June 5,2007
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Review of Fees

Amount
Fee Descrþtion
2006 2007 YTD*
Earned monthl üo/, of the gteater of
,{) Gtoss Revenues, OR
Properfy Management Fee
B) 50% of Projected Stabilized
$ 55,464 fi1,70,623

Monthly Gtoss Revenues


Greater of
Construction Management Fee ,\) 5o/o of costs, OR TBD TBD
B) $100

,A') Residential: r/zMonth's tent


Leasing Fee B) Commercial: 3o/o of aggregate rent fi 27,793 $ 38,468
for new or renewal term

of the Development Budget payable


3o/o
Development Management Fee fi336,187 $882,575
over term of developmefl.t.

4o/oof Constnrction Budget payable over TBD


Development Construction Fee TBD
period of construction.

* YTD as of April 2007

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I Page Mill Properties II, L.P. June 5,2007
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Fees - Comparables Review
Company Management Fee Leasing Fee
Cambridge 5-6%

s-6% (40-s0)
Cal $Testern 6-70 Qo-40),
7-8% (<20 units)

Whitener & Flynn s% 75o/o One month's rent

Prodesse
5o/o (50+¡
50% First montfr's rent
7-8%o (<30 units)
Vasona 4.5-50 (40+ units)

Company Development Management Fee Development Construction Fee

Centurion Partnets 3o/oFj.añ & Soft Costs 4o/oH.zrd Costs

$50K / Month + T otal Increase in


Discovery Land
1,0o/o
2.5% Hard Costs * Deferred Eq"ity
Value of Land

Legacy Partners 3o/oF]:ard & Soft Costs 4o/o F{atd Costs

\X/estcore 3-5o/o Hard & Soft Costs 3 -70o/o Hard Costs

I(oar 3o/olHard& Soft Costs

Essex 5o/o F{ard & Soft Costs

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23
I Page Mill Properties II, L.P. June 5,2007
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Schedule

. Annual Meeting - Fall 2007


. LP Advisory Committee Meeting - Fall 2007

. Comp any f Investments Site Visit - To Be Scheduled ,\t CaIPERS


Convenience

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I Page Mill Properties II, L.P. June 5,2007
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Other PMP Developments

o Slgnific nt New Flires

PMP III LP 'Sc**h* ,'* /"U


. Market Observations

o Cup rate compression in office slowing and prices topping out

o Apartments continuing to rise

o Distress in land and speculative condo markets

o Distress starti.g to app ear in debt markets and loans

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25
I Page Mill Properties II, L.P. June 5,2007
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TIIAI{K YO(J For CaIPERJ' Trust, Inuestment and
Søpport of Page Mitt Propeøies, PMP I ønd PMP II

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I Page Mill Properties II, L.P. June 5,2007
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PAGEMILL
PROPERTIES

August 2008

To Our Limited Partners:

Re: Page Mill Properties II, L.P. (the "Partnership")

Through the end of the second quarter of 2008, we have made 96 total invesfrnents for
approiimatel y $257 million, consisting of income producing properties representing
t,igg u*ts in East Palo Alto, California. Our strategy, to assemble these properties at
aitractive prices and to facilitate and accelerate the City's economic redevelopment and
development initiatives, provides the Partnership rvith multiple value creation
opportunities.

This letter highlights the major invesbnent, financing, capital and management activities
of the Partnership during and through the second quarter of 2008. The letter should be
read i¡ conjunction with the accompanying unaudited balance sheet at June 30, 2008 as
well as thqunaudited statements of operations, changes in net (deficit) assets and cash
flows for the quarter ended June 30, 2008.

Investment Acfivitv

During the second quartel of 2008, we made 5 additional investments representing 35


units for approximaiely $8 million, funded through a combination of our subscription
line, property level debt and the retum of $3 million of commissions and earned interest
held in æ"to* related to prior EPA property acquisitions as a result of settling ligation
against a former agent. All acquisitions were part of an aggregation of proximate
pioperties located in East Palo Alto, Califomia, The investments were comprised of 2
multifamily apartments, and 3 single family dwellings. In close proximity to many San
Franciseo Bay Area labor markets, East Palo Alto has continued to show signs of growth.
Redevelopment projects have been transforming the City's reputation, making East Palo
Alto a more affordable alternative to living and working in other Bay Area cities.

These properties represent atEactive investments as self-sustaining rental assets through


upsidelo èxisting rents, application of institutional asset management, maintenance and
improvement practices, achievement of economies of scale and improvement of
community infrastructure. Over the longer-terrn, we are examining urban and high

' 480 Cowper Street, Îd Floor Pato ,¿üto, CA 94301


Tel: (650) 833-3800 ' Fax: (650) 688-6820

PROPRIETARY AND CONFIDENTI,AL - NOT FOR REUSE, REPORODUCTION OR REDISTzuBUTION

P\A-2029
density suburban infitl mid-rise residential, mixed use and commercial development and
redevelopment for rent and/or sale.

Capital.{ctivity

Capital commiünents to the Fund remain approximately $116.5 million as of the end of
June 2008. During the second quarter, we called 25o/o or $29 million of committed
capital. Proceeds from the capital call allowed us to pay down the subscription line in
full. Remainingproceeds were used to fund additional asset management activities, fund
expenses and operating requiroments as permitted under the terms of the Partnership
Agreement, Thè remaining capital commitment is cunently expected to be reserved for
potential future requirements associated with these investments,

Subscription Line

The Partnership's subscription line of credit with The Royal Bank of Scoiland was
reduced during the quarter frorn the previous $30 million to $9 million coincident with
the associated reduction in uncalled capital commitments referenced above which
collateralize the line. The facilily has been used to facilitate initial real estate investments,
provide flexible financing for initial asset management activities, pay ftind expenses and
provide for other operating requirements as allowable under the teffns of the Partnership
Àgreement, As aèquisitions arc stabilized, permanent properlyJevel financing and
capital calls will contribute to repayment of subsoription line financing. As of June 30,
2008, $0 million \ryas outstanding under the faoility'

Property Level F'inancing

During the second quarter, we maintained a mortgage borrowing arrangement with


Wachovia Bank based on one-month LIBOR plus 145 basis points with cross-defaulted
and cross-collateralized loans. The credit agreement with Wachovia Bank provides for
borrowings related to property acquisitions, associated capital expenditures and interest
reseryes up to a maximum a1gregate principal amount on the mortgage loans of
approximately 5243 million. During the second quafter, we borrowed $7 million under
the credit agreement associated with mortgage loans and for capiTal expenditures. As of
June 30, 2008,$220 million of mortgage debt collateralizedby the Partnership's interest
in 96 properties and related improvements was outstanding, An intérest rate cap with a
notional amount of $180 million, which has the effeot of capping LIBOR at 6'25Vo per
annurn, was in place as of the second quarter end.

The fair value adjustment required under Statement of Financial Accounting Standards
No. 157, which was adopted effective January 1, 2008, has resulted in a $10 million
difference between the contractual obligation of the Mortgage Loan Payable and the
amount that would bc paid to transfer the liability in an orderly transaction between
market participants based on market conditions as of June 30, 2008. Furthermore, a $3
million reclassification of the remaining unamortized defened financing costs as a

PROPRIETARY AND COMIDENTIAL _ NOT FOR REUSE, REPRODUCTION OR REDTSTRTBUTION

PM-2030
required offset to the debt balance has been recorded resulting in a net $7 million
unrealized gain.

Property Management Actir¡ity

As we have completed our acquisitions activities, we have continued to turn our attention
substantially towards completing our deferred maintenance and capital improvement
programs focused on safety, seismic retrofit, security, lighting, cleaning, landscaping,
coÍrmon area improvements, painting, unit improvements and repairs among others. We
have also been implementing and optimizing numerous property management and tenant
service programs, including leasing collections, information systems and reporting
improvement programs to improve the appearance, firnction and operations of our
investments over time. Coincident with the initial progress weove made across these
progrrrms, we have successfully irnplemented and collected initial rent increases during
the second quarter of 2008 across our properties to begin to bring undor matket rents up
towards market rates, We have also recentþ consolidated operations of our properties
into eleven communities of proximate logical properties, better aligning and streamlining
our property management resources and activities. At the same time, we have been
carefüly examining and reducing operating costs. We are pleäsed with our.progress in
improving our rental properties and in meeting and better serving the needs of our new
and existing residents.

Leqal Matters

During and subsequent to quarter end, we successfully settled through mediation a


dispute with a former broker which resulted in the reh.rn of substantially all of previously
escrowed cornmissions as well as the transfer of strategic properties purchased by the
broker to us at hìs cost.

Also, subsequent to quarter end, we filed and were named in litigation actions involving
the City of East Palo Alto and certain tenants seeking clarification and enforcement of
relevant rent control ordinances and regulations including related to raising rents. In the
first quarter of 2008, we received a judicial ruling in our favor allowing us to raise rents
as perrritted by the City of East Palo Alto's own certificates of maximum rents. We have
followed a thoughtful legal stategy that we believe complies with the letter and intent of
the relevant ordinances and regulations and will continue to do so.

Activitv Subsequent to 9uarter End

Subsequent to quarter's en{ we have acquired 5 additional properties reþresenting 27


units for approximately $8 mitiion and had another 2 properties under contract
reprêsenting 3 units for approximately $2 million. Including these properties, we have
103 closed or contracted investments for approximately $294 million representing 1,819
units. We have now substantially completed our acquisitions activities associated with the
East PaIo Alto investments.

PROPRIETARY AND C1f,NFIDENTIAL- NOTFOR REUSE, REPRODUCTION OR REDISTRIBUTION

PM-2031
In addition, during and subsequent to quarter end we have received interest in our
properties from several prospective strategic corporate tenants, redevelopment partners
ãnd potential acquirers fãr sóme or potentially all of our properties. We believe these
various expressións of interest represent encouraging validation of the potential of our
properties and investnents. We have retained advisors to heþ us explore these
opportunities.

'We to deliver value to our existing residents and at


are optimistic that we can continue
the same time athact new. residents through our property, service and community
improvement programs and thereby preserve and create value for our investors. We look
forward to reforting moïe progreisln o.n properly management and potential sffategic
tenant, redevelopment and other acquirer activities during the remainder of 2008'

If you have any questions about the report or our plans, do not hesitate to contact me or
David Taran at (650) 833-3888

Sincereìy- .

IJ,v"úlrr*-
Mill
Page II, LLC
ddvisors
(650) 833-1818

PROPRIETARY AND CONFIDENTIAL- NOT FOR REUSE, REPRODUCTION OR REDISTRIBUTION

PM-2032
,nuiffiüÊ** txtþli!'ÌW1

ffi
tt
rËf

Pg rffiffir
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.ì;!'¡iåjÃ,..
Ë,åi
;'æß¡.^
i.Èiäi!;.:.j:Ír¿'.:Êà:J tÍËlsÈffidËF
I ES

Page Milt Properties II, L.P. and Page Mitl Prcperties II


Access PIV, LLC
Unaudited Combined Consolidated Financial Søtements as of and for the
Period Ended June 30, 2008

P¡,cnMllr
PROPERIIES

T
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(¡)
G)
Page Mill Properlies II, L.P

COI\iIBINED CONSOUDATED STATEMENTS OF NE T ASSETS (DEFICIÐ


Dolia¡s in thousands

ASSETS
Real est¿æ investrnetts $287p75 s259,882

C-ash and cash eguivalents 6,952 7,8!3

Resticted cash t,575 823

Other asse¡s 3,108 7,124

TOTALASSETS í298,770

LIABILITiES
Mongage loans $ 209,861 $201,063

Subscrþtion line of credit 0 11,000

Orher liabiïties 7,008 10,890

TOTAI LI,ABILIÏES $276,869 $?22953

NETASSETS (DEFTCIT) $81,841

AUDITED DECEMBER I t, 2007, UI{AUDITED JLINE 30, 2008

PROPNETARY AND CONFIDENTIAL - NOT FOR RETJSE, REPRODUCTTON OR REDISTRIBUIION

T 1

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Page Mill Properties II, L.P

COMBINED æNSOUDATED STATEMENTS OF OPERANONS


Dollars in thousands

QuarærEnded Yea¡ to Daæ Ended


une 30- 2@8 2008

RE1üENUE
Revenr¡e from properties s +,678 $8,999
9 26
Interest income
TOTALREVENT.IE

ÐCET\ìSES
3,L94 6,1L4
Prope4y operating expenses
1661 6,050
Interest expense
\,L90 3,L15
Adsrinisur¿¡ive experises
358 7L6
Investment fees
7,403 15,995
TOTAIE)PEI\]SES
TINUESTXÁENTLOSS

REALIZED A]\D LTNRE


Rcalized loss on termination of loars and inærest rate cap
Unrealized loss on derivatives held at period end
ß; 54
19 6,979
Unreaüzed gain - SFAS157 Adjusunent

net mcng¿sE INNET ASSETS ÞEFIGI) RESULTING EROM sQ562


OPERATIONS

UNATÐITEDPROPRIETARYAND CONFIDENTT.AL- NOTFORREUSE,REPRODUCTIONORREÐISTRIBUTION


T )
I
N)
o
(¡)

Page Mill Properties II, L.P

COMBINED CONSOTID/\-TED STATEMENTS OF CFIANGES IN NET ASSETS (DEFICXÐ

NET ASSETS - lvfa¡ch 31, 2008 $55¿s4

Conuibudons f ro m partriers 25,387 29,L49


(358) (3s8)
Investment manegement fees
Net decrease in tret esseß resulting from operations,
excluding investment ruanagement fees (1,903) (2?æ)
Un¡ealized Gâin - SFAS157 Adjustrnent 16 t9

TINAUDITED PROPRIETARY AND @NEIDENIIAL - NOT FOR REUSE, REPRODUC]TON OR REDISTRIBUT

-u J
I
N)
o
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O)
Page Mill Properties II, L.P

æVIBINED CONSOLIDATED STATEMENTS OF C,ASH FLO\øS

Qr:anerEnded Yearto Da¡e Euded


une 30,2008 une 30,2008

CASH FLOVS USED IN OPERATING ACTTVITIES


Net investrnent loss s(zt16) $(6970)

Adjustrrents to rcconcfü nct investment loss to net cash used in operadag activities:
307 699
Amonization of financing fees
Unreeliz"d 6¿n - SFAS157 Adjustmerrr t9 6,9L9

ø8e1) 4,015

INOPERATINGACTWITTES

CASH FLO\üüS FROM IN\ESTING ACTTVITIES


s(27,1e3)
Funding of real estate i¡rvestmenus
Resricted cash
NETCASHPROVIDE ACNVITÏES

CASH FLO\?S FROM FINANqNG ACITVITIES


7,286 18,536
Proceeds from mongage loans
15,000
Proceeds from subscriprion line of credit
(26,0oo) (26,ooo)
Repayments on subscription line of credit
29,149 29,L49
Conuibu¡iors from pannen and member
(84 (40?
Payment of financing fees
Purcbase of interest rate
10J51 36283
NET CASH PROVIDED {IJSED) BY FINAINCING ACTIVITTES

UNAUDITED PROPRTETARY A}ID CONFIDENTIAL -. NOT FOR RET]SE, REPRODUCfiON OR REDISTRÍBUTION

T
I
l\)
o
(r)
{
Page Mill Properties II, L.P

COMBINED CONSOLIDATED STATEMENTS OF CASH FLOïøS (continued)


Dollan in rhousa¡ds

Quarter Ended Year rc Date Ended

Net increase in cssh atrd cash equivalenu $(5,352)

Gsh and cæh 72,304


ALENTS - END OF PERIOD

SUPPLEMENTAL CASH FLO\ø INFORMATON

SUPPLEMENTAL DISCLOSURE OF ACTTVIÏES


irydeoosis assr.¡ned on acquisition of real estate investmenrc

TINAUDITED PROPRIETARY AND CONFIDENMAL - NOT FOR REUSE, REPROD-UCTION ORREDISTRIBUTÏON

T 5

I
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M
CAIPERS
LegalOffice
P.O. Box 942707
sacramento, c
T;Ë;";;uÅications
A 94229-27 07
Device for the Deaf - (916) 795-3240
(916) 7e5-3675 FAX (e16) 795-36s9
-

ut'
l**vu\r'-t-
(r^\,aaq(
T

August 2006 ,,{ [rf.n-


-,
Greenwich Capital Markets, lnc' as agent for
The RoYal Bank of Scottand Plb
600 Steamboat Road
CTFY
Greenwich, CT 06830
Attention: Fergus Smail
certain credit Agreement
Re: credit Facility (the "Facility") evidenced by that
,,Credit Agreement'¡, Látered into or io be entered into by and among
(the Bank of
page Mill propert¡es U, l.È., ãr Ooiro*.r.(the "Fund"), The Royal
named therein (each' a
Scoland, as agent (the "Agenlf"nO the lènders
"Lender")

Public Employees' Retirement


.The undersigned is General counselfor the.California
tËd;(,hii"*ri"rl. ìtrisopinion is rendered in connection with the Facilitv'
and
records', documents' certificates' Opinions
I have examined and relied upon such to enable me to render
judgment necessary or appropriate
other matters as are in my
following:
inä op¡nion expressed heiéin, including the

(a)theAmendedandRestatedAgreementofLimitedPartnershipoftheFund
as it may be reslated,
dated as of July 26, 200àGu.i rgru"rent,
time to time, the "Partnership
modified, amenduo or rrpp-tãr"ni"o from
Agreement");

(b)theSubscriptionAgreementfortheFund(the,.SubscriptionAgreement'')
to the lnvestor's subscription
of lnvestor dated u, ot tuif ZO, äOó0, relaìing
to the Fund;
"lnvestor Confirmation Letter") by the
(c) the lnvestor Confìrmation Letter (the
dated as of
lnvestor to the ng"ni iát the benefit of Lenders'
with the Facility; and
2006, delivered by the lnvestor in connection
Pottle'
(d) the Authority Certificate executed by Randy
-'

System
Catifornia Public Employees' Retirement
www-calPers'ca'gov

PM-2039
\
.l

Page 2
The Royal Bank of Scotland PLC, as Agent

Based on the foregoing we are of the opinion as follows:


State
1. CalpERS is a Unit of the State and Consumer Services Agency 9f lhe
under
of california (cal. Gov. Code, sec. 20002) duly organized and existing
the laws of the State of California.
the
2. The execution, delivery and performance of the Subscription Agreement'
partnershìf Ágr""r"nt and ihe lnvestor Confirmation Letter have been duly
authorized bY the lnvestor'
be construed to waive any
The opinions expressed in this letter shall not constitute or
atto rneY-client P rivilege.

to the lnvestor,.and is
This opinion is furnished by the undersigned as in-house.counsel
with the Facility, and may
,oiãry io, the benefit ot ttt" ng"nt and Lãnders in connection
not UL relied upon for any othlr purpose, nor may-otcopies
be delivered to any other
ttre undersigned. I am licensed to
öãiron o, entity without t'he prior *titt"n consent
opinion is limited to the laws of the State
ãäãt¡"" only in the State of balifornia, and this
of California and law of the Uníted States'

PETER I+$YIXON
General Counsel

PM-2040
I
il#å*}fl
- Y+fr'Êlt'Al>e D-
The undersigned,
Califomia Public Emplovees'
Agreemenr enrered iri; á,
AurHCRjry

'
Retirenieril Sñåï
,
to be enlercO ;"iå ltft" 'lredil
CERTTFICATE

IÉ:$i i 1¡
---.L ^¿-.
the duly authorized

t9:emeril")'
of the
comecrion rvith the Credit
by and anrong Page lt4ill
scotlarrd, as agent and as
=
properties II, L.p., as bonorver 1..norr"ru"r;):ñ
**+
",et:t
r¡. lenderÀ nan:ed t¡"iJ;"ïtileltit'tly with Agent' the "Lenders")' and'
lender (,,Agent")
"n¿
DOES HEREBY Cenilrî
that: '' ('v"TGr'\
A is atrue, correct and cor::plet€
copy of the l|*¿fJt"t-' "
. l. Attached hereto as Exhibí.t executed
'Subscription ¡.1"ó'","U"g,'a;'""tty or indirectly' to BorrorÃ'er
ngr"r*.,', (as defined
l
ä; ;;li;;d b"v Investor'

z,AttachedheretoasExhibit,Baretrue,corr€ctandconrplelecopiesofDelegation.
13,1995 orr¡t state of califomia
(n"l"sriicnÑo. s9-01 R"".),;;;;;;""rb^.t of Authority
of Authoritv
public r*ptoy"Ër; Retiremer,t System, and Delegation
Board of Admin:straiion Board of
tl" Siate of Califomia
(Delegatjon No. 89-13 Rev') dated lun:
1; iOôZ' of
Entplo¡'ees' n"'i'"í'"lnilr]siem that (a) authorize Investor to invest in
Administration Public and Restãted Agreement of
Lindted
and to and áe1iv"r (i) tl;; Ar";;ded restated'
Borrorver """..u," as it may be
parrnership of Borr-oru", ãut"¿ u, of Juiy iA,iOOA G""h 3*::*ent (ii) the
amended or suppìement.d fi";;í;" i" tì"*' thã'?u'tn"tship A-greerne't")' as of
modilied, of Investor dated
Subscription Agreement iår
theBonoi"". i:;lut"¡ption Agrecment")
lått"t (thã "Investoi Confirmation Letter")
July 26,2006, and(;Ð ;;I";.1or
CSnfràãtìãn
mað'q b;i;t;"t* in faìor
of the Agent for the benef,rt of the
dated as of '2006' in fuil force and effect on the date
Lenders; (b) have not Uãr,
ahered r"'åiä, ¡;i "*
". ^nä
hgreof,
;

3.Asofthedateoftheexecutionanddeliverybylnvestorofthelnvestor
duiy elected' qualìfied and
Letter, each of the ;''¿í";¿toi' named below Ì^".t " of
Confim:ation and deíiver the same on behalf
rvas duly authorized to execute
'
acting officer of Lnvestor and t'á*" office belorv is that
forth inãini¿'"ul't
Lrvestor; and tlie signalure set "pp*u;ïht "tt¿
it¿ltiã"¡'s gtnuinã si gnature:

Cffice

Porrlolio l'{anager
Judy Alexander

Pcrifcljo 14e-na-ger
Robert Eberliardt

Intenm Senior
Alfonso FenranCez
lnvestment Officer

Portfolio 14anager
RandY Pottle

52iìó\l2267?óvl

P\ll-2041
EXECUTED as of '2006'
EN4PLOYEES I
CALIFORNiA PUBLJC

523 I ó\l 22Ó??óvl

P\/'-2042
:: '2006
:.'.
., .: .

Inc' as agent for


Gre,enwich Capital Markets'
ff,L ioYuf eank of Scotland Plc
åöõ li"ä'u"at Road
Greenwich, CT 06830
il;;i";;þergus smail

, r, Re: 9,^::tlil:îr:'Ï: ;#;ffi"i:';i"il,"""j lïfF:'îif i::Llsätr','l',,ll ;::::{ir


mey p"e" M;ll Properties iI' L'P' ('Page láill
., : or to be entered'in"å ilil;T as agenl (,,Agent',)
"n.";,;nro ç,iìi,ii",.), The Ro.yaf e'n[ or s"otland,
' FropertÍes,,), as borrower

' .

Ladiçs and Gentlemen:

.ThepurPoseofthisletteristoconfirrntoyoutheitatusofourinvolveme¡
Propertiesandto*',"",äï"ä"lr,"*]"¿ãã,""''"inãspectsoftheFacility.
.'WehaveenteredintoaSubscdprionAgeement(1he*^SliåscrþtionAsre1yl1.f,),datedasofJuly

26,,zoo6,*iú, nug.Tlìr'r,ån.ru.,, "11*åäij;-$tfifrlk*"*:*",::'"*iflïT.,î::i


as Àilury ';;:;ffi
"'"insha'have
ln":f J#::;!):,,?;i;i:,Y;ii:,iïrîriåYTi"#":"'ñ'åf a"r"iJ;::1r,fi 26'2006'pursuant to which
thãreto in the Partne;;;iil*;;;;t¡
the meanings ascribeå (;l¡ to fund capital
*1rytted
a partnership ;*"r.,i'jl:nige
Vitr Þ'op"iil"-ãnA comm,ilment")'
we have: (i) purchased "c"pitat
pase M.'properties in the ass:;ø":Ji#;i;;iioïðõõ,ooó'lttiè
ca's of

delivery of one or more Funding


.Todate,$0ofourCapitalCommitmenthasbeen...ca)led,,,ofr¡,hich^wehavefunded$0.
iup;iul commitmenr r"-ãi", to be dreiwn
";;;;ú"
$100,000,000 of our *¡'* the Parnership Agreement'
Notices Pursuant t" t;;fi;;ã"""
to deliver
'Í mmerciallY reasonable efforts
we will use :"iffJ:'ilttJ:1,.'#3:J:
lwe hereby acknowredge and ccnfirm thar of the Partnership
,to ,o ìir"';"rlr"oi"" d#;il;ã' in-'sectíon effort
5,^ó
rh" Generar partner for delivery ,ou,'iii ii"'Lï;;;;;; ;i*åîi or expense; and
inío,-,r,áC* '"t*"sonable forth rhe remaining
Agreemenr to ,r," ""r.ni'ru"r, c"n"ral partne¡ ã""*ih"""
sening
(ii) from timeto ,*" upon rhe request or1¡å commìtmenr")'
, amounr of our capiral cåmmitment w¡¡ct
ü;;;;;;;,;Jio run¿ crrr" "Avairable

'Weherebyacknowledgeandconfirmthatunderthelermsofandsubject.tothe]imitationsand.
obligated to tund our Available
p"n".rrr,;p ngr;å.;ï, ;;;:;,*¿ ,n"f ttt"in
irr. in'"t"ot¿tnãe with the terms of the
ã""oun,'.f ;;;;l ;;ìls du)y t-{:
condìtions ser forrh, ¡n

Commjtm"n, r"quiräJ'ãn
r'irhouilimitation, thos" "qui';;
;t resuh of the failure of any other
. partnership Agreement (including, ;;lv " rvilhoul s¡toff' counlerclaim or
parrner ro uduuu"" tund*s u,ith ,"rp".r
,":'iliä:;;'ü;i; ""á'¡'
. defense'
to of
dee by Page N4ill Properties 'Agent
jn
' ',n" ,,,Jånlli,oî"!),""ïìi:'iîï^Ë*:"ji':;'P{lllJ¡*""'";;î; Á-"1"¡i" ðommitrãent
-s;scription
Agreement; and (y) the'
tr,, p"rtn"rlïìpär;;t;""t";d;; of suõh righrs, ro secure all
accordance utt tlr"
rerms of
rî, the benefit ol,r,. L."¿.is
furrher pledge ¡v
p.g" vli prcpenies.ro-Àgå",
,!"'"":'j, çt;¡ thal' 10 our knor¡'ledge' as of the
loans made uno", ,iËïà:1ìilii;l;.r,"",î,"*ä
'"p'"""t
;;;;ge of time or nolice'would constitute
dare hereof, there is no defauit, o, .ir"r.lTå;:: ";"'ffì'í;ìí'

5 820202'4
5 820202.4582C202.4

PM-2043
to, or right of offset against'
par-inership i*ourd conslitule a defense
a default under rhe .Ar:.r*lilich
åî,þær,1j:",11':.äH**"#tlll*;*::Ë:ï,iËl;:JËi':,i',::{,ä .
our obrigation ro rund no'
tϡere rs
ii;;i#g., as of the date hereof'
(iii)conrìrm '
our capirar comn,jrrnent; "*ï;;ä;ålit;î:l*.*ì;"1.*lt"#ri,îiJ"t"'""J"'i::i
"i,-""r*"eabre-
agui"st us^in
,r'^,
ïä"ã"i",î,
uy u-'-'¡" :**',',jjîå^;1"':;;t
un9 îî1iiliïi':oî'l;:ff;"¿
-in'oít"nty' tiansfer'
¿.Ïiu.r"¿ a'Dlicable bankruptcy,' far:dulent
in effect
*irlt its terms, subject *".l"irv fråm rime roi-s rime the
""""tá^*"' ãilråi,r*, Facility in place'
reorganizarion, ,oruroriuî'"i¿ "uJ.Ti"ï"r-¿tïrr;trärrrt
,i]u.r"' lãt* "t ín"
and to generar pnn.,ft.,
of
.g,1uiv;_!])."*";i:o*. wi.rh -vqu 'o amend' modify' supplement
paÉner una Þage Mill Properti* iå""'ã**"9. "tit"
General
cancer, terminate,
á' 'u'p"¡¿-ïiilff'::Ï:::1","å)ï:;i#ËÏÏliiîÏiiffiä-tifi'
fãrt""tttip
'"i;;;
Agreement without )'our Prlor pà""ir'it't"'"úiti"' and will not or be used bv
'
of the parrnership Agreement u,"î:ï:;;";ãiã-. pæ" Ná'r eroperties vou' for
sections.5 arollîi äåîi¡Lr,io"."'"¿liv
-, *9 t""tå"itrt*ifor so long a's the Facilitv
is
us ro obrain, un .""urä,iråä"r""?ine i""'i"¿g"
the purpose or r"puy*'"Ïioiii"î".-ll,ry,
trtíÏ.i .
in pru"ã, we w'r '.rii"àg', fw"g,".ã1:i.;:::'äïik*fiË{ä'**"il"tîï,Y"T',:lî'""J1",'f:
under the Subscription
Agreemen
suu"'ip;;il;;;nt will b-e made bv wire:
äírii;it m;d"ùv;";;ä'ït'"
is in place, ;ll;'ú;;i' as iecuritv for the t"ul'i
Facility
transfer to tÏ¡e fonou'ilt'?"î;il'ä*; Ji'iilå;#; 'i;;;l;äged ' '

The RoYal Bank of Scotland


Bank:
Account Number:
ABA Number:
------;n-õ=^a¿ìcq ll L.P. Subscription Line Accc
n"r",.nîlo"I,TÏ"^:"]]ll,::'."i'.ÏÏ:;;;.1"."-,::
Funding
sgtoff' ""v
Properri"r,lî'i'*'-i''" i" trt" ï"ï"irthe Agent' without
una ,ou¡Y"li;',i'J,,^#*ï,trJiftî"fJ,''J#lå?;;i:fgJ"*il'i:*;"Äe'"1"*"T:".:
'

Notice with respect.;;;I4ill


-iyfunding,i,. "' c"fii"l commitment into the above
of
"ut unà puyuUl" obl]Sations
counrerclaim or def.nse
Noiice i, "pprÏ"îi;';;i";;i
¿"Ut*rãJfår purposes "f Otyí"îi*
account. provided ,u"n'iu,íOinf :
,h" Borro*"' under the FacilitY' '

Ïy'eackncrvledgeandagreelhatthemakingand.performanceofthisle.tter,theSubscription
ag,..,"niurs,h"pifil'ii*iå"ff äîi:';k.'.1#i#ilïiî-"'ff :ïii'îlîï;""'j;,in,
rn connsçtrv': 'l]':;'::,:; rights cnarrer¡i jurisdiaion
ro tr'utlenge
,Ã.rnmental immuntty rìh ¡-"',dmenl or other
ár;'Ïìï;;;"àt""ti'å't'rt"-i"t'ts
, *'åi"",
f;ãr.;n, however, rn",l"*,i"ï.
li.:,å:
';;'lä"0,* t:."* as rhe Facility is in
to ihe Borror*r' iot í"
\\¡ealsoackncwledgelhalbecause),ouandeachLenderrvillberel¡,ingupontheslatementsmade
*ìii., ,n?i"g the Faciritv-*rìrrùi" Agreement will not
berein in connecrion s"¡"Jp1';;'ï;;;'"t
olace, pa1'ments we
;;i;ï;;'i-]" 'n¿"ä''Þu'tn""r'lp
such contriburicns are
paid into the above
ä'ä';;r óapitar a"#rïir.ìit "li.r, ABreement and of each
loan
obligatio" tf.'t-ð'"¿it
sarisfy our
r"mã*,1.¿g" *a ugr"!'iï;ï';;'*-' "f
'i"îlËoiì;"iv ,t. can be modif red
accounr. We hereby
document derivered
rïîåîr..,1i" l¡.r.i,iri shall anv modification of
."i"""r"io,in'e.ts.")
u, o, o* cons€nt; ;;"::,0"1;,";;"''ä'""'l*i:'lni""nt uni"i' the parrnership
withour turrher norrce'io p"."í."i-^rr;; ;", ,igr',rs oi äulie*il"r-
the credir ngr".r.ni or-rny Lorn
T;;;;ì;;'iT:"^,",,îi,::iti1î"ff:lJ:ilii,ï'=,î*i:rtïï;¡iåïJ,"ffj'J#:Ji#:fri
:::rîi:ii:1'"'^ïi:ï;;;'3¡i'¡1'Eel1
rishts u'der the t'"0'1,;r;o
jointrv b'v vou ;; ;; G';;'"í
::ä'iiTlÏ;l..""''fi;;ì;;-",ijii.'uinineffectun1il\\,e?r9.IJÇr¡,,--J-..]
. ::'-
.'
58?0202.4

P\A-2044
been tcn¡inated u'hichnotificaticnyouegieelodelivertousattheaddress
Partner that the Facility has
upon such lermlnatron'
set fofrh below promptly
:
t"ou us provided to you by us or the
uo"" to keep confidential.all non-pub,!i: l"f:Tî:::¿bout prcvided hov'ever''hal
Agreemtit rltut is desigr'ated. *"netntiut;
Borrower pursuant to the'Pa¡tnership (i) to env Lender that participates
norhing herein ,h"rr ;.;;;;;i-Ã g.:.':'ü:ösuJ-t¡iþ¡ion: prospective assrgnee or
Lff*Jr"of any Lender; tã any.ass.ig-rtelf-dicipant or (iii)to the
in rhe Faciiìty or any -ui.*¿in
1îi¡
writing ,o làtpl' Utt'-tnã, provisions of this paragraph;
parrlcipant u,hich has and otbãr prof"ssional advisers
of any Lender'
atiorneys,
employees, directors, agents, """ounrlir, t.+ective Affilìates; (iv) upon the
assisree. parricipant, prcsp"crive assignee - Ëtj1ö asserting
"t -t1j jurisCicricn o'er you or any Lender;
baving or
reqri.st or demand "f
ö;:;n-.ntaiauthoriry or as mav otherwise be required
couto_f
(v) in response ro any oraå of uny ";:í;;J;;+;1,*,{";tt
or required to do sá in ccnneðtion *ith any ìitigation
,"qurr"r*t of laí; (vi) if r.qu.rå¿
pursuant to any trtan in breach of this paragraph;
has b^een';;iì;å;';;:-r"tt-o "t1"t
or simitar proceeorng; (vii)which t;" creclit Agreemcnt or anv other Loan
tviiil in connecrion ;ià ;ú" exercise
"f ""Ji:;.åy. "ü;l
òo.ument;und(ix)upon,t,.adviceof.ou,',J]ii'T',,"r'Jisclcsureisrequiredby1aw.
: PAGE INTENTIoNALLY L¡rr øunrl
,EFT BLAh*KI
IA"EMAINDER OF
ISIGNATURE PAGE
Fol-I.olvsf

5820202.4

PM-2045
Page 1 of2

Sent:Thurscay,August24,2oo612:25PM:'.'''.....,...- 'i
Poltle'Randy ' "
Tol , "
'.. t
Subject: RE: Page M¡ll ll ,,, ., .

,
RandY,
"
ceiri'¡cate es prevlous 'lY Crafied-stated
that
x"+ rha {rrnd has itlst realized lhet the authcrity Howevei' Jose sisned
sorry to conÍuse-thins:;iïlåt""#iirï: .iËlli[rã sur,scriprron
ipn"
stEntt 's,uuåãii''ñã pti'ies belcw sisned the lnvestor
one of the Parties it'iins rnai ot'"'ãiiì^'ã duly :
ihcse documents' So' ""iiti"ãiu úr ir"t ri.."r rhe other cocs were
Le,trer onry. The crecjir
"î"ti*ãr;n;;
í;;ñi 'l'ãi""¡"ã9
wirr rcry
ror
"';'ii.';i;n".pìËion
aulhorized'
lhe
then r wiil manua[y cross out
one signed.instead. rf it has arreacy been sìgned,
rf vou can, prease have
this
ihat need to b;''''¿.#;""j'irott
tit" t"'ìir¡"ät"'
=J.ìion,
Thanks, . ,

-" Floor' Los Angeles' CA 90067 I


2049 Century Park East' 28th
Metrhew G' l'lesburn lCox'
casile & Ni^chclson !T,P |fåtåY#,Ïlcroä"
mnesburn@rcoxcastle'com
f t#'tãiõj
(310) 264 2227 ].1?
direct (310)26422tt
ã21 7889 |
, rôr rhe purpose
nurÞ of: (i)
by anyoneforthe
to be used, and itcannot be used,
ñdedorwritie"l?.lÎjlil;:"å::"::.ii:i'äi''ã'iliip;o;oting,marketingor
llåì,ffiï=J"ifiJi,""'i;äH"*"öä-;::Íj*:'":.,::HJå',:':iîä,5il:'.,i1tJ"åiÏJilY;Åäã i""ù'i'". to tt "
another pa'-ty any transa'ctto rhe râx rreatmenr ar""t or the
i""#ñ"'toing to
consìder or
one or more issues .,r"i=rãå.i,ãiin.ÀJo¡tio;;ìr;;;;r;texist.tr,aråãuiå
;î;;:;;;;ce' r¡is cori"=pãnc"n"" does not
or malrer *,rtlr-tñ" of this has been arnxed pursuant
rransacrion ""oiect
¡vrur¡vr¡ *,iif,l::p^ï1i:-î3,:ïTi:,i,:i:".ii9""'J""i
ii'.ì""î;''ñéiãóá"d
prcvidê ¡'
Drcv¡oe concrusion
a LUr "''tìont'gou"rning tax practice')
io u's' Treasury Reguli that is
:..:r.^ ,,.o nr +¡,o =rjcressee and may conta¡n information
jl.,?îiïË'jîü:;fi'å:I:"ïì? ::i:":f"î:;;Ë;Ë råi'ce,iverins this document to
¿istãuution or copvins of
;liì ä::xü:ïï,;3:;ì r,otiead, copy or ¿i=,ürå"îi'Àni rnrrrno;;äi;;;ì..trå"; .rtår, prease calt us plomptly
rhe eddresse", you 'nur
proÉib¡re¿i. rf y"";"";-"';";¿íí;
th., .";ir;'.;;;Ján in
rh¡s communicarion i, =irictry
and securely dlspose of
it' ihank you'

;;;;:'iä,,nlnnã.tn"* c'
-----Oriqinal Message----- r

5;50 PM
Sent: Wednesday, Rug:usl73'2006
iã='ä""¿v t'i. Pottle (E-mail)
Cc: Rcsenberg, David S'
'-
:

Subject: Paçe MillII

RandY,

ãri içÃ"t"å"Ëãs;' bã"k


â:i:.î:i';î,i¿3iiïL-"Î,tËi",:.,,"',Ëi'Å:igiri,t#r"â5-".3'#;ã''"
originals at your convenience'.
' ':
to me at thenumber u"Ioi*'""i".""J'ú" ,

Best regards, :

Matt :

PM-2046
Page2 of?

E¿st, 28ìh Floor, Los Angcles'


cA 90067 |

ztthew C, Nc
. rn- ,I cox,
sb u ces,e g Nicholson LLp
Yu^' .Y::'t': -:'1 "..:l: ; :^:-
I 201g cenìury^park
an"^'.:stle.
'l:'"'i:iärõi'àei z-zzt'lr*,'tãiòl 217 TsEg I mnesburn@coxc¿slle'ct)m
lr./'! ;,,',- com
r^. {ka
@dedorvlriil.entob,eused,anditcannotbeused'byanyoneforthe

ìo any such addirional issues'


prcvicÌe ron"Jr=ion rviÌh respect gcverning tax practice')
corresponcence does "äi'ä""=i""ior " i""'uty'Resuìarions
(The foregoirrg reEend ha, t."n eílixècpr*råàü""ü'ê'
and ma-y informetion
íor exclusive use of the addressee
tt" 'contaìn
rhis communication is intencec onlv :i:lil:.Y::å];"#;;;,ãfpon'itl" for deìivering this

:n1iiiï*qij i*tyg';"J; li*';l';i'::Jfji!'';,i il ;;;;;;;inãrizeo


ãtrîårv pronioited. rf yå,i r,-u"
dissemina, on,
received rhis communication
o,.
;;Jsecurelv clispose of it' Thank vou'
disrriburion
"opy;nfãiiri",*,.nn.,,inicaticrîis
.' in error, please call uT ;;;"ó'lt

õ t^ a t4^^¿

P\/'-2047
d,Êt

/dÑlu
CaIPERS
fnv"-=iñ-ãnt Office - Real Estate
Post Otfice Bcx2749
Sacramento , CA 95812-2749 '

r916) 795-3400
ieroj zss-ss65 (fax)
REAL ESTATE UhIIT
SHEET
FAC S i n¡llLE TRAF'*¡S fr']lT TAL COVER

DATE:

TO:

CON4PA,NY:

Fê.)( NUMBER:

Judy Alexander Gregory Cech


FROM: Amit Aggarvral
Tod Davis Jane Delíendahl Bob Eberhardt .

Katherine Fox La u ra Gonzales-Woodward


Al Fernandez
Al Grijalva Wenning Jung Lynn KeaY :

Bob Langhi Omar Martin

Jose McNeill SanCra Plasencia

Craig Rochette Diloshini Seneviratne

Jackìe Sumner Pautetie Wells

page):
NUMBER OF PAGES (including cover
please call
of pages 'transmiited or copy is not legible'
lf you do not receive the correct lr,TP.t
795-3400'
lhe above-referenced person at (916)

NOTES OR COMMENTS:

NO
ORIGINAL WILL FOLLOW' -KVTS
System
Ca liforn ia P ublic Emplcyee's Retire me-nt
400 P Street, Saciamento' CA 95814

PM-2048
Conf i rmat i on Repc rt-l'rlemorv Send
'lime :08-25-06 12:05
'lel Iine l : +-q167953985
N¿ne : PERS INVEST}/TENT OFt lcE

782
Job numbei

Da te 08-?5 I ?:05

l0 sr310ei77t8s

03
Documeni Peges .

Start time 0B-25 I 2 :05

End t irne 0B-25 l 2 :06

.P¿Bes s en t 03

Job numLer :' 753 *** SEND SUCCESSFUL **I

-- t - a I
E s tã t e
,-
-ç*etF-FÆs-*
(916) 795-34oo -
(916) 795-3965 ltât)
' FrEAl- ES-r.ê.-I-E LJNfr E R s H EE-r-
F,oc sì w¡ | u e re^J¡+=s ¡tairïÃu .cov
'-"-z-a-
Þ/À.TE:
TO:
COIVPANI/:
F.A>< NL)À'BER':
Jud:/ AlÉxandeil eor!' cech
Ari1il /\ggarwãl :'
FRON4: EloÞ F:berl-rardt
-fod Dav¡s Jane Delfendetìl
Fox l-ãura Gonzales-\/voodwãrd'
)^l --efñanóez l-<aafìerine
\^''enn;ng Juñg Lynn l(ea¡z
A'l GrÚatva "
Bor, Lansh¡ omar h4ara¡n Æffi*1"
Jose McNeill s'andra Plãsené¡â g:=::=Y
Þilosl-ì¡n¡ senew¡rãlne Êa;ffisiocking
C,râig Rocnerte '

Jãc}<ie Surìrner Pauleñe \'^/e¡ls


OF P/AGES ¡incluåíns cÕvet Éége¡: --a
NIj^¡EEF' -
lfvcudonclreceivetr)ecorr€ctñÞmÞerofPaç'eslrañsmirtedÕreoP)/isnÊ.¡legiÞle'PIeaseca¡l
Gt (9;e) 795'34oo'
trrä aÞove- reJetencè¿ Persola
NO]-ES oR COwI!\4EN-T-S:

oRrGrNÂL wtLL FÓLLo* Ért==


ÉG-n1- syslc m
cå ¡ ito rn ia P e bf ic Ëm!5toy Ge's t?ertrÉ
cÀ 93a14
4c0 P Str€et. =o-í=*tnto'
-No

Plvt-2049
I Cox, Castle 8¿ Nlcholson LLP
.T
COXCASTLE N tcHoLSoN Ì- 2049 Century ParkEr.t, 28t Floor
Los À',gcles, CeliFornia 90067 -Z?84
ï | 110.277.4222 F jro.?77.7889

Dcvid S. ilosenberg , ú.
Å,¡
'rt0.7t4.225a
C rcsenLerg@coxca-qlc.com
f,Å
File No. 523 l6

August 18, 2006

VIA G\ERNIGHT COURIER


Ms. Katherine Fox
órlìi""¡t Public Employee s' Retirem ent System

400 Q Streel, Suìte 84800


Sacramento, California 95814

Re: Page Mill PrcPerties II' L'P'

Dear Katherine: : :

by Page Miil Properties II' L'P':


the c¡edit faciiity being entered into

' 1. AuthoritY Certifìcate; and

2. Credit Agreemenf'
, -t - -.- -1 ^^^Å,
PleasehavetheappropriatepersonatCaIPERSexecutethc.cncloseddocuments
co¡lvenience' Plcase note that the
where indjcafed and return the same to me ät your earlìest
u"¿"' sepamte fo' Peter Mixon's signature'\,
legal opinio' tu, U"tn '""t "oí"'
' \_/
Please call u'ith anY queslions'

David S. Rosenberg

DSR/kv
Enclosures

523 I ó\ I 22 917 I v.l


Los Angeles I Orrnge Coung'l San Francisco
u'rn n'.coxcastle.com

PM-2050
ADVISORY AGREEMENT

ADVISORY AGREEMENI (the "Ag!gemen!") dated âs of


Iuly 26, 2006, by and between Page Mitl Properties II, L.P., a Delaware limited
parinership (t¡re "Partnership") and Page Mill Advisors II, LLC, a Delaware limited
liability company (the "InveSlmg¡LAdviggd).

WJTNESSETH¡
\ryHEREAS, in accordance wÍth section 4-1(c) of the Amended and
Restatecl Limited Parrnership Agreement of the Partnership, dated as o'f the date hereof
(as amendecl fiom time to time, the "Limited Partnersll@'), the Partnership
desires to retain the Investment Advisor to plovide investment advisory and
adminishative services to the Pa¡tnership, and in accordance with Section 2.6(f) of the
Limited Partnership Agreement, the General Partner mây cause the Partnetship to enter
into this Agreement; and

WHEREAS, the Investment Advisor has the experience, sources of


inf'ormation and facilities to perform the services describecl above; and

\ryHEßEAS, the Investment Advísor is willing to serve as the investment


advisor"of ti'¡e Partnership, under the terms and conditions set forth in this Agreement;

NOW, TIIEREFORß, for good and valuable consideration, the receipt


and sufficiency of which are hereby acknowledged, the parties agree as follows:

l. Def,nitions. Capitalized terms used herein and not defined lrerein


have the respectìve meanings set fotth in the Limited Partnership Agreement. For
purposes of this Agreoment, the following terms have the meanings specified in this
Section 1:

1"1 "Aggel¡eil" means this Advisory Agreement, between the


Partnership and the Investment Advisor; as amended from time to time.

I.Z "ASæ!g'r has the meaning asc¡ibed to such tetm in Section 3(a)
he¡eof.

1"3 "&46üjug¡!*MemÞd' means any person or entity that is an


officer, director, member, partner or Shareholder in a paÉy, or any pefson or entity that,
directly or inclirectly tlrrough one or more limited liability companies, partnerships or
other entities, is an officer director, member, partner or shareholder in a patty.

t.4 "9gæIal-Partnef'means Page Mill Properties II GP, LLC.

1.5 "Invgstmgn!-Advigol" has the meaning ascribed to such tetm in the


preamble hereof.

PM-2051
1..6 "@g¡ryË Strategf' has the meaning ascribed to such term in
Section 3(a) hereof.

L.7 '@'has the meaning ascribed to such


term in the recitals hereof.

l^8 "Pa¡rnglÊhip" has tlte meaning ascribed to such term in the


preamble hereof-

2. Appointment. The Partnership hereby appoints the Investment


Advisor to act as the investment advisor ond administrator to the Partnership in
accordance with the terms of this Agreement- The Investment Advisor hereby accePts
such appointment and agrtres to provide the services and to assume the obligations set
forth in this Agreernent.

3. Duties ofjkr Investment Advisor:

(a) Subject to the provisions of this Agreement ancl subject to


the overall supervision and control of the Geneial Pafner and to any instructions fiom the
General Partrrer, the Investment Advisor shall perform and províde certain services to the
Partnership, including without limitation:

i" acting as the sole investment advisor rctained by the


Partnership and, specifically, exercising its discrction with rcspect to the Partnership's
assets (the "¡\ssqggt') upon the terms and conditions, and for the pulposes, set fortli in this
Agreement;
ii. making investment recom¡nendations to the General
Partner in accordance with the Partnerchip's investment approach and strategy as set fofth
in the Limited Partnership Agreement, or as otherwise agreed between the Investment
Advisor and the Partnership (collectively, the "InveÐ9Û-&!egy");
iii. administering all the day*to-day operations of the
Partnership;

iv. acting as consultant, accountant, conespondent, broker,


esctow agent, or in any other capacity deemed by the General Partner necessary or
desirable;

v.investigating, selecting and, on behalf of the


Partnership, negotiating with, persons acting in such capacities and paying fees to, and
entering into contracts with, or employing, or retaining services performed or to be
performed by, any of them in connection with the affairs of the Pætnership;

performing or assisting in the performance of such


vi.
ad.ministrative or managerial functions necessary in the management of the Partnership
and the Assets as may be agreed upon with the General Parlner;

57052r6.3

Pf\/'-2052
vii. prepadng ar¡d maintaining all books, records and
accounts of the Partnership as are required by any regulatory bodies, exchanges, boards
and authorities having.jurisdiction over the Partnership or the General Partner;

viii. preparing and submittíng to the General Partner such


reports, accounting records and financial statements in preparation for audits of the
Partnership and additionally as the General Partner may reasonably request in respect of
the Partnership's accounts, in such form as may be requested by the General Partner from
time to time;

ix. dispatching to the Partners and third parties (as


appropriate) such notices, reports, financial statements and other written material as are
requircd by any regulatory bodies, exchanges, boards and authorities having.jurisdiction
over the Parfnership or the General Pa¡tner or as may reasonably be requested from time
to time by the General Parlner, and assisting as required in the preparation thereof and,
where necessaÍy or appropriate, arranging for approvals to the contents thereofl

x. providing such additional services to the Partnership


and the General Partner as may reasonably be required from time to time by the General
Partner;

xi. providing such staff, office space, equipment and


supplies as necessâry to provide the services required of it hereunder; aud

xii, undertaking to do anything incidental to the foregoing


to facilitate the performance of its obligations hereunder'.

(b) The Investment Advisor may sub-contract all or a portion


of its duties hercunder to a third party as permitted in the Limited Partnership Agreement-

4, Attorney-in-Fact. The Partnership and the General Partner hereby


constitute and appoint the Investment Advisor as the Partnership's attorney-in-fact with
full power ancl authority to Bct on behalf of the Partnership- This power of attorney is
coupled with an interest and shall terminate only on termination of this Agreement-

5. Exculpation and Indemnificatign, The parties hereto acknowledge


that the Investment Advisor and its officers, directors, employees, managers and
members, and Constituent Members thercof, ând, as determined by the General Pa¡tner in
its sole and absolute discretion, consultants and agents are beneficiaries of the
exculpation and indemnification provisions set forth in Sections 4.6, 4.7 and 9.5(d) of the
Limiterl Partnership Agreement.

6. Independent Contractor- The Investment Advisor shall for all


purposes herein be deemed to be an independent contractor with respect to the
Partnership. Unless expressly authorized, the Investment Advisor shall not have the
authodty to act for or to represent the Partnership in any way other than as set forth in
Section 3. In no event shall the fnvestment Advisor be deemed to be a general agent,
joint venture or partner of the Partnership.

5105?163

PM-2053
7- Management Fee. As consideraCion for the advisory services to be
provided by the Investment Advisor hereunder, the Partnership shall pay to the
Ìnvestment Advisor a Management Fee, in accordance with Section 4.3 of the Limited
Partnership Agreement.

I, Transacfion Fees. The Investment Advìsor shall have the right to


contrâct for and receive Transaction Fees, in accordance with Section 4-3(b) of the
Umited Partnership Agreement.
g- Expenses- The Investment Advisor shall be responsible f'or its
ordinary opemting expenses in accordance with Section 4.4(b) of the Limited Partnership
Agreement-

10. Term and Termination.

(a) Term. This Agreement shall commence on the date hereof


and, except as otlierwise provided below, shall continue until such time as the Partnership
is dissolved,

(b) Termination. This Agreement may be terminaterl (i) by the


lnvestment Advisor upon 30 days' prior written notice to the Pafnüship and (ii) upon the
removal of the General Partner pursuänt to the Limited Partnership Agreement; provided,
however, that without limitation on the forcgoing, the Pafnership shall pay to the
Investment Advisor, in a timely manner and in accordance with the terms of the Limited
Partnership Agreement, all accn¡ed and unpaid Management Fees as of the date of such
termination.

il. Other Activities. The services provicled by the Investment


AdviSOr, its officers, directors, employees, managets and members, and Constituent
Members thereof, to the Partnership and the General Pa¡tner hereunder are not exclusive
and the Investment Advisor, its officers, directors, employees, manageß and members'
and Constituent Membeis thereof, shall be free to render similar services to others so
long as, in its or their reasonable judgment, the Investment Advisor's services hereunder
are not impaired thereby. In addition, nothing in this Agreement shall limit or restrict the
ability of the Investment Advisor, any of its affiliates, or any of their respective officers,
directors, employees, managers ancl members, and Constituent Members tlrereof, from
engaging in, investing in, participating in or otherwise entering into other business
ventures of any kind, nature and description, individually and with others, including,
without limitation, the ownership and opemtion of businesses or properties similar to or
in the same geographical area as fhose held by the Partnership or the ownership of an
investment in securities, including securities issued by Portfolio Companies, and whether
or not any such business venture competes with the Partnersliip, and neither the
Partnership nor any Partner shall have any ríglrt in or to any such activities or the income
or profits derived therefiom^

12. Assimment' This Ageement may not be assigned by any patty


without the express prior written consent of all of the other parties hereto. Any actuaì,

57052163

PM-2054
attempted, or purported sale, assignment, or other transfer by a party of any
of its-rights,
to this Agreement that does not comply with
obligâtions, oiintèrests in, under ór pursuant
the tãrms of this Section 12 shall be null, void, and of no force or effect.

13. Successols. This Agreement shall be binding upon and inure to the
benefit of all of the parties and the successors and permitted assigns of each
of them' and
no otherperson (except as otherwise provided herein) shall have any right
or obligation
under this Agreement.

14.Amen.dmentorModification.ThisAgreementmaynotbe
amended or modified except by the written consent of each of the parties'

15. Notices, All notices or other com¡nunications to be given


hereunder to a party thoil b" in uiting and shall be sent by delivery in person, by courier
service, by tetecopy or by registe.td ot ceÛified mail (postage prepaid, feturn
receipt
reques¿di. any no*ce g'iu.tih"ttoncler shall be deemed to have been given upon the

rrliot oi (i) ieceipt, (¡¡) ttrree days after being deposited in _the U'S' mail, postage
prcpaicl, regisìáred oicertified mail, retum receipt requested- and (iii) one day after
being
^**i or other recognized ovemight delivery sÊrvice, retum receipt
UV Feãeral Express
requ"si"O; provided]however, that in thõ case of notices to and from the U'S' to any
Ûther
to been given upon the earlier of (i) receipt
coúntry, such notices ttuU U" deemed have
and (ii) tltree days after being sent by Federal Express or other recognized courier
service, rcturn reóeipt requested; proyided fu4h9!, that in the case of notices sent by
telecopy, such notices shall be deemed to have been given when sent,

16.. Survival. The provisions of this Agreement shall survive the


termination of this Agreernent with respect to any events occuring or matteÍ arising
while this Agreement was in effecL

17. No. Waiver. No failure or delay on the part of any party hereto in
exercising any right, po*t òl. remedy hereunder shall operate as a waiver thereof,
nor
sSall any-singi" oi purtiut exercise of any such right, power or remedy pfeclude- any other
or futhå¡ exercise thereof or the exercise of any other right, power or remedy' No
wajver
of any provision of this Agreement shall be effbctive unless the same shall be made in
writingïnd signed by the party against whom such waiver is sought to be enfo¡ced'

lS.GovemingLaw.ThisAgreementshallbegovernedbyand
construed in accordance with the laws of tbe State of California without regarcl to the
principles of conflicts thereof.

lg. Severabilitv, If it is finally determined that any term or provision


the
of this Agrcement is invalid or unenfo¡ceabte, the parties agree that the court making
determinãtion of invalidity or unenforceability shall reduce the scope, dutation,.or
area of
the term or provision, áelete specific words or phrases, or replace any invalid or
and
unenforceable term or provision with a term or provision that is vatid and enforceable
that comes closest m ãxpressing the intention of the invalid or unenfo¡ceable term or

57052t63

PM-2055
pfovision, and this Agreement shall be enforceable as so modifîed after the expiration of
the time within which the judgment may be appealed,

Z0- Headings. Headings to Sections herein are f'or the convenience of


the pæties only, and or" not int"nded to be or to affect the meaning or interpretation of
this Ageement.

Zl. Complete Aseement. Except as otherwise provided herein, this


Agrcement constitutes the éntire agfËement among the parties with respect to the matters
reieued to herein, and no other agreement, verbal or otherwise, shall be binding upon the
parties hereto.

2?,. counterparts. This Agreement may be executed in one or mofe


all of which, when talcen
counterparts, each of which shall be deemed an original and
together, shall constitute one original instrument.

570571(t3

PM-2056
IN WITNESS WIIEREOF, rhe undersigned have duly executed this Advisory
day
Agreement, or have caused this Advisory Agreement to be executed on their behalf , as of the
and year hereinabove set fbrth.

PAGE MILL PROPERTIES II, L.P.

By: PAGE MiLLPROPERTIES II GP, LLC'

51052t63

Pl\/'-2057
SET 1OF2

PAGE MILL PROPERfiES II' LP.


LIIIfiITED PART!{ER SIGNATTJRE PÁ,GE
TO
A}ÍENDED AND RESTATBD AGRDNMDNT OF LINilTTED PARTNDRÍ¡HIP
By its sþature.below, the undersiped hereby agrees that effective as of the date of its
a¿m¡ssiso to Page Mill Èopertiec II, L.P. (the 'Timd) as ¡ Limit€d Partn€,Í it sh¿ll (i) become a púty
to the .&ne'ndc¡l and Resutcd Agræ'ment of Limit€d Partncæhþ of ihe Fr¡qd' as the samc may be
amendd rest¡ted m eirpplermnted froru til¡s æ time in qccordarice with the povisions thmeôf (thË
,Tund Agreement') and (ü) bc bomdþ eactr and every term md provision of the Fund Agreeme,nt'

Amonnt of Commltuent: U.S. $ 100.000.000

CALIFORNIA PUBLIC EMPI,OìIES5' RETIREMENT SYSTEM

or PrintName of Signatory)

ritr": ß,L[o\.> lìfu^ql-

St¡te of )

County of )

Onthis-dayof before me p€rs@ålly appeared

êvidsnç€ to be the p€rson c/ho cxecuted the fccgoing


instrume,nt in'his/hcr Frty, aúwho duly aclarowledgcd 1¡ ps rh¡t execrfim of the
same is his/hcr ocri ûee urd made wilh appropriate auüority.

My
NotryPrrblic

Notøry: Pleane complae stule, con ty, fute and names of all prsons sist íarg and ttx notarial søL.

51m222 VII

PM-2058
SET I OF2

PAGE MrLL PROPERTTES Ir'L.P.

SUBSCRIPTION AGRßBMENT AI{D IIT{YESTOR


QUALlFrcA',rroN STAÎDMENT SrGNÀTURE PAGE

IN WIINESS ïITHEREOF, the Investor has exe.cuted this Subscription


Agredmelrt æd Investor Qualification Statem€trt onthe dafe set forthbelow

Datr:

Amormt of Commihent: ${U'S.}10O.000'000

CALITON¡UE PUBLIC EMPI$YEES' RETIREMEhIT SYSTEM

,o
Signan¡re

JoseMcNeitl
(Please Type or FrintName of Signatory)

Title: Portrolio ManaeF.t

Name of Trastees or Otlur Fíduciules Exetcístng fnvestnenr


Díscretíon wilh Respecl to Benfrt Plør, ot Ttust

Signaare PrinþdName

PM-2059
SET2OF2

PAGE MILL PROPERTTES n' L.P.


LINilITEII PARTNßR SIGNATT'RE PÄGE
TO
ÄMENI'ED AND RESTATED AGREEMENT OF LINfiIIEI} PARTTIÍERSHIP
By íts signahre bolow, tbs t¡rdet6ig!'e'd hereby aqry9 t!4 çffective as of üe d¡te of
its
it sh¡ll (i) becone rFÆty
t" prdMi¡1 hopsrties ¡, L.p. 1úe 'frmC1 æ a Limited P-a¡tner
s¿me may be
the Aftcnilcd ad ncstaied ¡gree,øent of Limit€d Parbership of the Fund, as thc
"¿r*sion
to
Ñ"C * ;"dir"*t"d fromtime to time in accordmce withthe ryryfsions thøeof (the
-¡l*¿-¡Ër6*n
".i"¿"¿] aûd (Ð bebound by each and every t€rrn ãttt provision of tbe Fund Agreøneirt.

Amountof Commltuent U'S' -$ 100.090.000.

CALIFORNTA PI,BLIC EMPIJOYEBS' RETIBEMENf SYSIEM

Signafure

JoseMcNeill
(Pleasc T¡rpe or Print Name of Signafory)

Title: PordolioManas€r

Søæof

County of

Onthis.-daY 2H)6, before ¡oe personall: aPPeæed

who proved to me æ saüsfactor" €vid€a,c€ to be the person cüo executed the folegoing
instnrment in I c4acity, an¿ wto duly aclnowlcdged to me that exeorfim of the
sarns isbi free aotanal d€êd andrnadewilh appropiaæ authority'

NoraryPublic

¡ ts*ll
Notøry: Please conplcte state, courtl' dnte ød nantes of atl persons sisttitll| md ffi notarial seal'

uu

PM-2060
SET2OF2

PAGE MrLL PROPERIIES rI, L.P.

ST]BSCRIPTION AGREDMETIÍT ANIT IFWESTOR


QUALII.ICAÎION STATEMENT SIGNATT'RE PÄGE
IN \ryITI.IESS ïVHERBOF, the Investor has executed this Subsctíption
Agreemeirt and Investor Qgalification State,ne,nt on the dale set fodh below'

Date:

Amount of Commiûneirt: S(U.SJI 00.000.000

CALIFORNIA PT'BLTC EMPLOIIBES' RETIREMENT SYSTEM

Signature

JoseMcNeill
(Pte"se T)tpt or Print Name of Signatory)

Titl,e: Portfolio Mana€ret

Name of Ttastees or (lthet FÍttucÍsi¿s hærclstng Invesfrne"'


Dßcraton wilh Resped þ nørëfrt PInn ot Trust
I+intedNane ftle

s7277n2 tr

PM-2061
(Ve 'rs+et+eg)

AMENDED AND RESTATED

AGREEMENT OF LIMITED PARTFI'ERSHIP

OF

PAGE MrLL PROPERTmS rr, L.P.,

A DELAWARE LIMITED PARTNERSHIP

THIS AMENDED AND RESTATED AGREEMENT OF LIMITED


PARTNERSHIP OF PAGE MILL PROPERTIES II, L.P- (the "PartneËhip") is made and
entered into as of July 26, 2006 (the "Initial Closing Date"), by and among Page Mill
Properties U GP, LLC, as general partner (together with any other Person that becomes a
general partner of the Partnership as provided hereirq in such Person's capacity as a
general partner of the Partnership, the "Genefal Partnet''), the Original Limited Partner
(as defined below) and each of the Persons admitted as limited partners to the Partnership
from time to time in accordance with the terms hereo{ which limited partners (i) are
accepted by the General Partner in its sole and absolute discretion and (ii) have executed
both a counterpart signature page to this Agreement and a Subscription Agreement (as
hereinafter defïned) (each in a form acceptable to the General Partner, in the General
Partner's sole and absolute discretion). Each such Person admitted as a limited partner of
the Partnership as provided herein, in such Person's capacity as a limited partner of the
Partnership, shall be referred to as a "LhilgdlPa¡tn9r."

WITNESSETH:
WHEREAS, the Partnership was formed as a limited partnership pursuant to the
Delaware Revised Uniform Partnership Act by filing a Certificate of Limited Partnership
with the Ofüce ofthe Secretary of State ofthe State ofDelaware on October 73,2005;

WHEREAS, the General Partner and David A. Taran (the "Original Limited
Partnef') entered into that certain Agreement of Limited Partnership of Page Mill
Properties II, L.P., dated as of October 13,2005 (the "Original Agreement");

WHEREAS, the Original Limited Partner desires to withdraw as a limited partner


from the Par[nership effective as of the Initial Closing Date;

WHEREAS, the parties hereto desire to confirm the reconstitution and


continuation ofthe Partnership pursuant to this Agreement;

WHEREAS, the parties hereto desire that this Agreement amend, completely
restate and supersede the Original Agreement in its entirety on the terms set forth herein
as ofthe Initial Closing Date.

NOW TIIEREFORE, in consideration of the mutual promises of the parties hereto


hereinafter set forth and of other good and valuable consideration, the receipt and

5€+05e53I$XÞ2å4
LOSA2\¿94608.3

PM-2062
I.37.@,means,(a)withrespecttoCapita1Contributions
forInvestmentsofrelatedReserves,thelasttooccurof(i)theffi
Capital Call Payment
Date for such Capital Contribution, or (üi[) the date such Partner's Capital Contribution
is actually received by the Partnership, or (b) with respect to Capital Contributions for
Partnership expenses, repayment of borrowings or related Reserves, the later of (i) the
Capital Call Payment Date for such Capital Contribution or (ii) the date suchPartner's
Capital Contribution is actually received by the Partnership.

1.38 "Defaut_,4¡qpun!" has the meaning set forth in Section 3 6(a) hereof

1.39 "Defaulting Limited Partner" has the meaning set forth in Section 3.6(a)
hereof

1.40 "Deferred Distribution" has the meaning set forth in Section 6.2(a) hereof.

l.4l "Dcprcçiaúion" means, for each Fiscal Year, an amount equal to the
depreciatio4 amortizatiorq or other cost recovery deduction allowable for Federal income
tax purposes with respect to an asset for such Fiscal Year; provided, horryever, that if the
Gross Asset Value of an asset differs from its adjusted tax basis for Federal income tax
purposes at the beginning of such Fiscal Yeaç Depreciation shall be an amount which
bears the same ratio to such beginning Gross Asset Value as the Federal income tax
depreciatio4 amoftizatior\ or other cost recovery deduction for such Fiscal Year bears to
such beginning adjusted tær basis. Ifl however, the adjusted tax basis for Federal income
tÐ( purposes of an asset at the beginning of such Fiscal Year is zero, Depreciation shall
be determined with reference to such beginning Gross Asset Value using any reasonable
method selected by the General Partner.

1.42 "Depreciation Recapture" has the meaning set forth in Section


s.i(a)(i)(B) hereof.

1.43 "DitggloËl Jeeg" means all fees (but excluding the reimbursement of
related expenses) received by any Constituent Member of the Investment Advisor or the
General Partner for service as a member of the board of directors (or equivalent
governing body) of any Portfolio Company where such Person was elected or appointed
to such position as a result, in whole or in part, of an investment by the Partnership in
Securities issued by the Portfolio Company. For purposes of this Agreement, such fees
shall exclude any portion thereof (zuch portion to be determined in good faith by the
General Partner) that is allocable to or is based on an investment by any Parallel
Investment Vehicle, Alternative Investment Vehicle, Additional Fund, co-investment
vehicle, or transaotions or investments not made or proposed to be made by the
Partnership or any Afliliate.

I.44 "Djsabliug_Çonduct" with respect to a Person means such Person (i) was
grossly negligent in performing, or has recklessly or willfully disregarded, its or his
duties respecting the management of the Partnership's affairs, and such act has a

5€+es9s5E10595rtLOSA2\294608.3

PM-2063
(b) No Commitments shall be called from the Limited Partners following
the termination of the Investment Period; plqvided, however, that subsequent to any
suspension or termination of the Investment Period, any Available Commitments may be
calËd to the extent necessary to (i) fund Expenses then due @ien
eaye+ofexctu¿ine debt. prov debt of the
Þartnership or its Subsidiaries ftgLnot greatru- than llYo of Aggregate Commitments) if
required tõ avoid a default (for example, without limitation, to satisfy a debt service
or loan-to-value test. but not in connect
obtigdion or resutarty sc
"ouetag" , (ii) repay any principal, interest
*ih.r amounts owing or which may become due under any Credit Facility as of the end
of the Investment Period (as well as any amounts drawn under a Credit Facility after the
Investment Period for the payment of any items described in this Section 5.1(b) (and
subject to the limitations of this Section 5.1(b) and Section 5.6)), (iiÐ enable the
Partnership to make Follow-on fnvestments (which amounts, in the case of this clause
(iii), shailbe (A) limitedto 10yo of Aggregate Commitments and @) called within six (6)
months after the suspension or termination of the Investment Period, unless such Follow-
on Investment was disclosed to the Partners in a detailed written notice prior to such
suspension or terminatior¡ in which case such Follow-on Investment shall be completed
within one (1) year after the date of such written notice), (iv) complete any Investment
that is the subject of a definitive agreement, option, or letter of intent prior to the
suspension or termination of the Investment Period (provided that, with respect to any
such proposed Investment, the acquisition of such Investment is completed within six (6)
months after such suspension or termination) and (v) provide for reasonable Reserves;
provided further, however, that the General Partner will have the right to extend the time
for calling contributions from Commitments within 3 years after the Investment Period to
call for additional contributions in order to fund construction and/or development projects
with respect to which the General Partner has obtained plans and specifications and
established a budget as of the end of the Investment Period (or the 6-month extension
thereof) by giving notice thereof to the Limited Partners at the end of the Investment
Period provided that such calls shall not exceed in the agEegate 30% of the aggtegate
Commitments. Notwithstanding anything to the contrary in, and without limitation on,
any of the foregoing provisions, Available Commitments may be called from the Limited
Partners following the termination of the Investment Period with the approval of the LP
Advisory Committee.

(c) The General Partner will devote so much of its time to the conduct of
tle affairs of the Partnership as is appropriate to manage effectively the affairs of the
Partnership- During the Investment Period, the Principal shall devote a substantial and
appropriate portion of his business time and attention to the Partnership and existing
Investments(including the affairs of Page Mill Properties, L.P. and other investments that
do not meet the investment parameters of the Partnership), provided in all cases the
Principal shall devote the portion of his business time that is necessary to enable the
General Partner to satisfu its obligations to the Part¡rership, including the General

58+€Ð#5E]ë954LOSA2\29460E.3 44

PM-2064
the Partners elect to liquidate the assets of the Partnership, the liquidator shall proceed to
do so in an orderly manner in accordance with the terms of this Agteement.

Il.2 Removal ofthe General Partner.

(a) The Limited Partners may remove the General Partner as general
partner of the Partnership by delivering a written notice to the General Partner to such
ãffect (i) upon a Three-Fourths Vote of Limited Partners taken at any time after the
¿ate that is tttity f¡Ol mo Closing
Date, or (ii) upon a Majorþ Vote of Limited Partners that has been taken not later than
one year after the date on which the members of the LP Advisory Committee obtain
actual knowledge that an event constituting Disabling Conduct has occurred (the date on
which the Advisory Committee obtains such actual knowledge being the "Disabling
Conduct Date") with respect to the General Partner, the Investment Advisor or the
Principal. For the period commencing with the date upon which the General Partner is
notified of such determination that the Advisory Committee is aware of a Disabling
Conduct and ending (in the event the General Partner is not removed pursuant to this
Section 11.2(a)(ii) with the first anniversary of the Disabling Conduct Date, the
Partnership shall not issue any Funding Notices to fund further Investments except as
may be required pursuant to legally binding commitments existing at the commencement
of such period. All reasonable costs and expenses associated with the General Partner's
removal will be paid by (A) the Partnership in the event the General Partner is remove
pursuant to the foregoing clause (i) or (B) by the General Partner in the event the General
Partner is removed pursuant to the foregoing clause (ii).

(b) If the General Partner is removed as general partner of the Partnership


pursuant to Section lT.2(a)(1), then the General Partner shall elect within 150 days of its
removal to either (A) have its entire interest in the Partnership redeemed by the
Partnership or [B) convert its interest in the Partnership to a non-voting Limited
Partnership Interest (and the General Partner shall automatically be deemed admitted to
the Partnership as a Limited Partner). If the General Partner is removed as general
partner of the Partnership pursuant to Section 11.2(a)(ii), then the Limited Partners shall
within 150 days of the General Partner's removal elect by Majority Vote of the Limited
Partners to either (1) have the Partnership redeem the General Partner's entire interest in
the Partnership or (2) convert the General Partner's interest in the Partnership to a non-
voting Limited Partnership Interest (and the General Partner shall automatically be
deemed admitted to the Partnership as a Limited Partner). The purchase price upon an
election to purchase the General Partner's interest or the Invested Capital attributable to
the General Partner's Limited Partnership Interest upon a conversion of the General
Partner's interest in the Partnership hereunder shall be based upon the amount the
General Partner would be entitled under Section 6.1 and 6.2 based upon a hypothetical
liquidation of the Partnership's asset at Fair Market Value; provided that, if such sale or
conversion is being made as a result of the General Partner's removal under Section
11.2(a)(ii), then in calculating the purchase price orlnvested Capital, as applicable, the
amounts received upon a hypothetical liquidation of the Partnership's assets at Fatr
Market Value that would constitute Carried Interest distributions shall be reduced by

s3r+59s581011å¿LosA2u9460 8.3 68

PM-2065
M. Goveming Lan'. This lættø Àgreement ehall be governed b¡ and co¡stnted in
øtt, O" lr" of ttr State ofDelaware without regard to princ-lples of conflicts of law.

PAGE MILL PROPERTIES tr, L.P'

Brt: PageMll ProPerties tr GP' LLC


Its: General Partrcr

B¡t
Name: D¿vidA. Tran
Tüle:' Authorized SignatorY

PAGE I\,ÍILL PROPERTTES tr GP, LI.c

Name: DavidA. Taran


Title: Authorized SignatorY

ACCEPÏED:

PUBLIC EMPI,OYEES' REÎIREMENT SYSTEM

tns¡.a295n6.t L2

PM-2066
46, Govemi4g I¿w. Ttis Letter Agree,ment shatl be governed by, and consbued in
accordance wid+ the laws ofthe St¿te of Delaware without regard to prínciples of oonflicts of law:

. PAGE MILL PROPERTIES tr, L.P.

By: PageMill Properties II Gp,IJ,C


Ig: General Parnrer

Nme: DavidA.Taran
Title:,{uthorized Signatory

PAGEMILLPROPBRÎIES tr GP, LLC

Name:
.David
Ä,.Iaran
. fitle: å,uthorized Signatory
ACCEP]SD:

CALIPORT.UE PUBLIC EMPLOYEES' RSIIREMENr SYSTEM

tf[çr12\2952?ó3 1t

PM-2067
Page I ofl

Weir, Laurie

From: Lee, Terry [TLee@PageMill.com]


Sent: Friday, May 30, 2008 8:19 PM
To: Lee, Terry
Subject: Proprietary and Confidential: Page Mill Properties ll, L.P. 01 2008 lnvestor Letter and
Unaud ited Financial Statements
Attachments: PMP llLP Ql 2008 FlNAL.pdf

Limited Pañners:

Attached is the PMP ll, L.P. first quarter 2008 investor letter and unaudited financial statements.

Best regards,

Terry

On behalf of Page Mill Advisors ll, LLC

Terry Lee
Page Mill Properties,.LLC
480 Cowper Street, Suite 200
Palo Alto, CA 94301
tlee@pagemill.com
(p) 650 833 3818
(f) 650 833 3918

P¿CEiVI
9NQP¡f,f}T5
ILL

9/2/2008

PM-2068
Multi-Farty Fedwire

Pagre i- of 2 08/26/2008 at l-0:30:46 PDT

PM-2069
Multi-Party Fedu¡ire

08/26/2008 aE. 10:30:46 PDT

PM-2070
casHIIANAGER
WIRE REQUEST REPORT

Transaction Reference Number: scMN080508687634

s'Jtl¿lo?)
Funding Date: -sr1s/zoa-'

Portfolio Number:

Amount of Wire Request: $25,0oo,ooo.oo

lnitiator:
-

Local Template Authorization :


(lf needed)

Authorizer:

Approver 1:

Approver 2:

e lDATA\INVACTG\S I PP\Cash_Manager\w i re-Request-si gnoff-sheet.xls

P\lt-2071
ffi æsflglFfuretrysrc.. _ '

Mu1ti-ParEY Fedwire

O5/OS/2OO9 at 1l:48:12 PDT

P\Ã-2072
Multí-PartY Fedwire

P\A-2073
|Eï¡Ñltq'lì"ìF¡ r!F.rlFÈæ'lEil-il5f?[r:fipiþr6*6¡1¡¡¡¡a9çFíIï]1f!Ìr!.rr f i.i : ..
¡-.

. ffi#J¡dtffi*-"

Mill Properties ll, L.P' ITY, STATE, ZIP CODE:


alo Alto. CA 9430'l

TY. STATE, ZIP CODE:


FINANCIAL CENTER, 150 CALIFOBNIA BEET, SAN FRANCISCO, CA 941'I1

SPECIAL INSTRUCTIONS:

PN/'-2074
PAGE MILL PROPERTIES II, L.P.
r
' ¿ão Cow P E R-sr-R-E ET-N r Lo o R
PALO ALTO, CALIFORNIA 94301
TELEPHONE: (650) 833-3800
FACSIMILE: (6s0) 688-6820

APril30' 2008
ì

\rIA FEDERAL EXPRESS

California Public Employees' Retirement System


Lincoln Plaza East
400 Q Street, Suite 84800
Sacramento, California 95814

Attention: Investment Office Staff

Ladies and Gentlemen:


to section 3'2 of the
This ietter constitutes a Funding Notice delivered pursuantL'P' dated luly 26' 2006
Agreement of Limitcd Partnershif, of Page Mill Properties
II,
,,Partnership Agreement").Ûnless o-th"twise usèd herein' all capitalized terms will
(the
Agreement'
ùuu" ttt" *"uoittgt uicribed to them in the Pârtnership
of 25% of committed
The General Partner.is requesting an aggregate ca¡1tl-lontribution II
partners un-¿ s¡,0ó0,000 from Page Mill Properties
capital or $26,14g,125 frimthe
Access pIV, LLC. il" Cõtt"l contributions will be used to repay a portion of the
tu-f Ã." under ihe subsoriprion line of credit.
"",rt*Amg
r"ptgsgt f
Please wire transfer the sum ofSZS.OOO,OOO
f :Q0 a,m' Pacrtrc I lme on
California Public Employeesl RJtiremer* System, by
1

14,'2}oS,according to the following instructions:


V¿d;;;ã;y, Mu,

To: City National Bank


ABA: 122016066
Acct: 432753654
Credit: Page Mill Properties II, L'P'
Attention: Chris Hein

Pl\tl-2075
:r.r#f.s- ?l{d¿rlry'1-ÑE?qiqj :i :
i{9gxF lltçfw'qlf 'r! '

**Tt* rer
@qE q RælFl dqdi Fdlt @t{ru J¡
$25d,m P+ E È4dlN n. LP. krÈilY Pcfft

/OÙltd
^c@¡sl¡oF'MôRfGAGES

OISPOSITIOBS ¿dd)

MlscÉLuEda htuel

PM-2076
r 1 !-:f .ÈI\q'n¡¡çs2rdl,ql.sl fl slnr,s'r5 !41.ì !1 !!t r'" r' Brrr¡ t -

' CalifomiaPublic Employees' Retirement System


-
- -AT-d130;2008- -
Page2

833-3800 ifyou have any questions'


Please do not hesitate to call Terry Lee at 650-

Sincerely,
ì
Page Mill II GP' LLC
ProPerties
a Delaware Limited Liability Company

iliä i,llii
,ì 'ri'! I

Pf\A-2077
Sr¿ru SrnrEr
SeNìng ! nstitut ioMl I nvestors Worldwîde -

Section #7 Reqaester Informøtion!

Client Name:

Address:

Sectíon #2 Portfolìo Informutìon:

Account Name:

Account Type:

For Reøl Estøte Accounts Only:

Total $$ Commitment to Caiífomia .00


Initial $$ Investment in California .00
Assign CUSIP or Open New Portfolio Account? - New CUSIP

Fundingifnsfer Date:

Sweep Vehicle:
(Circle One)
Securities Lending (yes/no) :

Portfolio Benchmark:

Aggregate/Composite:

1 3-F Repoftt (internally managed


domestic portfolios)

Tax ID:

Reøson for Reoaest:


INew Allocation f]
Additional Allocation
HCommingle andlor Separate like securities
Ll
Transfer of Securities for Performance Reasons
tl other

1 F:\data\common\ssb fund listing\PageMill II-CUSIP Fo¡m.doc

PM-2078
ffi ST,ATE
'ery¡ng
SrnuEr
Insìitutionol lnveslots Worldwide n

Requestors (SIO signature required):

Requestor: Jose McNeill Phone: 976 795-2369

SIO Name: Alfonso Fernandez Signature

For Asset Allocation/Rîsk Mgmt Unit Only:

Date FaxÆ-mail Sent to: Paul Teng CaIPERS Performance Group

pteng@wilshire.com calpersperf@wilshire.com
310-260-7275 Phone 310-458-4255 Fax
310-458-6936 Fax

Pløn[t{ominee Nøme and Tux ID:


X ppn¡ I VolunteerFirefighters f LegislatorsFund
Co.
Surfboard & Co. Seabolt & Waveport & Co.
04-30042t5 04-312197 04-3722479
f] ContingencyReserve I JudgesFund f luagesFundtr
Shiplevel & Co. Topsign & Co. Speedsign & Co.
04-3122011 04-3122405 A4-321,5856
I Defened Comp I Long Term Care f spOFf'
Waterview & Co. Deepwell & Co. Travelsail & Co.
04-32t602s 04-3283470 04-3384894

Sectíon #3 Investment Manøger fnformøtion:

Company Name:

i{,r:.,::
J:.,i- 'i;
.
, ,,
,- :,..,:
. iii? r ':111

Contact Name: P,+üi¿ffarø ,i2,:l:,, ;1,'' r'iÌ '¡ti,;ii¡1..:"'..,i.,' ;,!i",1iii.'


ìl'':.-li i::' '''''i '::\:t:: 1
¡ :iii
:t¡

'ir-
Þ*esíd'ênt ,
, ,';rr, t', .;,it"i.-,iÍ,,i'...''' '' ' , t.,i+iiiujl,'.'rr,...''¡

Email Address:
Phone Number: .t Lr

Fax Number:
Agent FINS #:
üì'

USD Only:
0810't/06 2 F,Hoto\"o--on\ssb fimd listing\PageMill II-CUSIP Form.doc

P\A-2079
SIATE S'rnEEr* For Støte Street Internøl Use:
S eNi n g I ß s ti t ut i o nøl t n ve s tors Worldwid e

Added to InSight:
Date Verified:

Added ro MA/PA Date Verified:

Composites Update¿r ffil Date Verified:

NewFund 2.doc Updated : ffi Date Verified:

HeaderFile (BCAD)' ffi Date Verified:


(Verify correct Contact Name
for Proxy Voting)

08107t06 3 F,\data\co-*on\ssb fund listing\PageMill II-CUSIP Form.doc

PM-2080
t,v{r\
,L
M
Legal Ofíice
P.O. Box 942707 " lrr* ca\r'+--
Sacramenlo, CA 84229-27 07
Teleccnimurrications
pátlát iot the De¿f - (91e ) 795-3240
igìáj zss-so;s FAX (s16) 7s5-3e5e
CaIPERS u" (.'u:¿-4q

August 2006
-,
Greenlvich Capital lv'larke'rs'
fflã noY"f Bank of Scctland Plc
600 Steamboat Road
ln-c' as agent for
##rY
Greenn¡ich, CT 06830
Attention: Fergus Smail
certain Credit Agreement
Re: Credit Facility (the "Facility") eviCen:td ly^tlÎt
"Fund"), The Rcyal Bank of
page Miil properries il, L È.,';;;ïio*.r(ihe
lLncjers named therein (each'
a
sco.iland, as agent 1tr,e "Ageliliã"Jirã
"Lender")

with the Facility'


Tl^,eundersignedisGeneralCou.nselforihe,Calilq:.,11:*licEmplcyees,Reiirement
(the,,lnvesr;). î;ir ¿'pinion ir'r.nluito in conneciion
Sys.iem
cedificates' opinicns and
relled upon suchliïl1l:
t;;'" ";"mined and *:ïT'?:':' to enable me to render
judgment.necessary or appropr¡âte
other matters es are in my
the following:
the opinion .*pr.'="ã ftáitin'including

(a)theAmencledandRestatedAgreementofLimiiedParinershipofiheFund
it mav be restatedr
cated as of Julv 26' 200àîurih;s;*t"tl!'time
"" to time, the "Padnership
amerrd.o or rrpþãr"n¿o frcm
mooified,

/l\+l^eyþ5ç¡ipticnAgreementfcriheFund(the''subscripÌionAgreement',)
(D) Lr ltr Ür
to the lnvesior's subsciip'tìcn
cf tnvesror c'ated u, ot Lriy'iu":äó-06,;taìing
to tl-re Fund;

of Lencers, cated as of
(c)'rhelnvestcrConfirmat'¡onl-etter(ihe,.lnvestorConíirmaiionLetter,')bythe ,

lnuu.toi to the Agent' ro' tnå Ùeiefit wilh the Faciìity; and
2aCì6,deliverecl by ihe l;';;;ilconnectìon
by Randt
(d) the Authority Cer-iifìcate executed

System
Caiifornia Public Ernplcyees' Retirement
rvlvvl'ca!Pers'ce' g cv

P M-2081
\
a
Page 2
PLC' as Agent
The Royal Bank of Scotland

we are of the opinion as follows:


Based on ihe foregoing - ^ ,
l

Agency of the State


State and,Cons-YTeJ S?ll"-Î:
1_ CaIFERS is a Unit of the ZOOOZ) duly organized
and existing under
of Califcrnia lCal'. õor. ó"C" s.c.
California'
if-l" fã*. of the State of
Agreement' the
¡erformance of the Subscription
2' ;:ffå':îÏlï¿å:',ì:T.:ll lr,u tnu..tor ccntirm'ui;iãil;;
ha've been durv

authorized b5r thê lnvestor'

llr trrrù rçrtvr


SsedinthislettershallnotconstituteorbeccnstruedtowaiveanY.
The opinions expresseu ,

attårnbY-ctient Privilege' :

and may
,no iËno"rs in connection with the Facility'
Thisopinionisfurnishedbytheundersignedas.in-house.counseltothelnvestor,andis.
solety for the n"n"rïi
åiin" eôent any other:
upon.fo, any other o*ooiJ, ;;;;;L.lnie-s*ne deliveredI to am licensed to
not be retied *,itt"îtoÃ,"nttf the unãersigned'
,r,i,;;;;''h; prioi raws of the state
oerson or enr*y ;õi.'r" ¡r ro rhe
tractice onry in rh"'õr-i; oJ'caritorni",'å"ã'iñi.
stut"t' 'mit"ä 1
of california and h;;tth;'utitåã ,

SincerelY

General Counsel

PM-2082
Page 1 of 1

Weir, Laurie

From: Shore, Jim [JShore@PageMill.com]


Sent: Friday, August 29,2008 12:34PM
To: Weir, Laurie
Subject: Litigation UPdate

Laurie
that this moming
Our attomey Andrew Zacks of the San Francisco law firrn Zacks,Utrecht and Leadbetter reported
Kopp ruled that the East Palo Alto Rent Stabilization Board (RSB) is
San Mateo ôounty Superior Court Judge Quentin
,roit"gutty because of the lãct òf tan¿tord iepresentation.. He ruled that the RSB unlawfully refused to
"onstitot"d RSB didn't bill us by June 1, 2008 that
u"".píou, June 30 A¡nual Registration filing. He furthei ruled that since the
feJby more than7}lr,o. He further ordered the RSB to immediately process
theyïere not allowed to raiseihe annual
oriM*imn* Rent Certificates and to accept last year's registration fee'

V/e be analyzing the effect of this ruling on all of the other litigation, We
will will, of course, continue to update you
as events dictate.

Please let me know ifyou have any questions and have a pleasant weekend.

Jim Shote, General Counsel


Page Mill Ptopetties' LLC
480 Cowpet Stteet, ztd Floor, Palo Alto, CA 94301
650.333.3838 direct' 408.209.0702 mobiIe' 650.833.3938 direct fax

PAGEMILL hires lnverted


ðolors & cropped 600 DPI

9t212008

PM-2083
Page 1 ofl

Weir, Laurie

From: Lee, Terry [Tlee@PageMill.com]


Sent: Thursday, August 28,2008 12:44PM
To: Weir, Laurie
Gc: Shore, Jim
Subject: Page Mill Properties ll LP - recent investor reports
PMP ll Q2 2008
Attachments: PMP tl 2007 lnvestor Report.pdf; PMP ll Q1 2008 lnvestor Report-pdf;
lnvestor RePort.Pdf

Laurie

Jim mentioned that you didn't have some of our recent reports, Apologies for that.
see recent reports
that they do- They
ãttácneo herein. Thi5; sñôuld be going directly to your aitention and we'll
insure
were previously being directed to Judy Alexander's attention'
shortly'
Also, the strategy update considering legal matters you requested will be forthcoming

Please don't hesitate to reach out for any reason.

Thanks and best regards,

Terry

Terry Lee .

Page Mill Properties, LLC


480 Cowper Street, Suite 200
Palo Alto, CA 94301
lfee@peseldLss¡l
(p) 650 833 381 8
(f) 650 833 3e18

PI{üBMII"L
rnopî,n1tts

912/2008

PM-2084
AGENDA: PAGE MILL FI.IND II
February 26,2008

Room 4833 LPE

1. Welcome and lntroductions

2. Discussion Topics

Overview of the Page Mill Fund ll, members, capítal commitments, and strategy.

Overview of the Access Fund, members, capital commitments, capital expended, and
relationship with Page Mill Fund ll.

What was Page Mill's base case proforma when fund was established, and proforma
expected returns prior to issues regarding rent control?

Whal are Page Mill's slress test proforma returns if court finds against Page Mill and
expected proforma returns if court finds in favor of Page Mill?

Update on current events affecting Page Mill and your strategies regarding media
and community going forward.

What is Page Míll's senior management team's performance and execution track
record prior to and including Fund ll?

3. NextSteps

l'þf'vh"t;,r'

l/rùffiít^ldi'T

PM-2085
Palo Alto Daily News Page 1 of2

Seru¡ng Atherton, East Palo Alto, Los Altos, Los Altos H¡lls, Menlo Park, Mountain View, Portola Valley, Stanford,

EITOAUTODNILYÏ\ Aug 15, 2008

Locál News / Home Page Sunday Jul 27

R€g¡on/State News ' Page Mill Properties


World News
Business News target of lawsuit
.Sports - Professional
Petition gets 100 slgnatures against rent
Announc€ments
increases
Arts & Entertainment
Cotumnists
By Banks Albach I Dally News StafrWdtcr
Letlers & Opinion
Society After filing three lawsuits egainst the city of East Palo
Alto this month, Page Mill Properties is facing its own
Sports - Locâl
legal challenges on two fronts - from the city and a
Style Konstandinos Goumenidis / Daily News group oftenants,

Left, Mlriãn Tones, ol East Palo Alto, explahs to The residents, Eric Oberle, Shery Scotl, Matthew
' Local classífiedÊ Dalf,aPeraza,ofÊast Palo Alto, and her son Jorge, Fremont and Nathan Ben
12, abouta personal¡zed petit¡on she will sign on
Saturday in East Palo Alto, Tho Fair Rent Now Yonatan, ãll rec€lved rent lncreeses of between 14 and
Dally News Serv'rces 38 percent from Pags Mill and hâve filed a cläss action
Coalltion held a petilion drive to Prctest against the
Contact lnformation recent rent increases to pílpert¡es owned by Page su¡t against lhe landlord, altegíng that Pagê Mill's renl
Jobs at the Daily News hikes are lllegal, meant to ceuse harm and an unfair
M¡ll Properties.
business practice,
Staff
Report delivery problems The complalnt, flled on July 15, also alleges thât Pags Mill ls us¡ng a "sham' ownership scheme to subvert
East paló Alto;s rent conlról law, which exempls buildings w¡th four or less units. Page Mìll has transferred all
such units into l7 limited liability companies iir orderto dodge the ord¡nance. the complaint alleges. .
l;;;;;"Ë"*'',"'ll*
Iõinêwst¡pr I
I
The firm Heller Ehrman LLP has taken on lhe case pro bono and is seeking punitive and actual damages.
Oberle said the suit could represent up to 200 people.
l::l'-:::lr::::, --- - I
A Page Mill Properties spokesman decl¡ned to comment on the lawsu¡l'

Dally News. Publ¡catlons Also, lnterim City Altorney Valerie Armento is planning to fìle an injunction on Pege Mill's..most recent round of
Burllngame Delly News rent increases lh¡s week ín order lo freeze and' challenge them in courl. The new rents will lake effect Friday.

East Bay Dâily News The legal counterattack coincides with the first inkl¡ngs of an orgenized grassrools oppositlon to the fent hikes.
Los Gatos Nêws W¡tn tfrä nelp of the Stanford Law Clinic, a group of tènants ran a petition drive Satuday.to protest the rent
increases, whi"h h"u" affected aboul 1,300 of Page Mill's roughly 1,650 units. Obede, who helped organize
Redwood City Daily News
the dfive, said about 100 tenants signed on.
, San Mateo Daily News
"lt was a great tumout," Oberle said.

The group will hold a second drive th¡s Saturday at'1974 Euclid Ave.

Jsssica St€¡nbsrg, an ettomey from th€ clinic, said she plans to Present lhe petitions to the East-Palo Alto
Rent Slabilizatioñ Board as sóon as possible and call for a hearing with an outs¡de examiner' A favorable
decision could help the tenants and the city later ¡n court, Steinberg said.

page Mill owns about 1,650 units in East Palo Alto and has passed two rounds of rent hikes since late last
yeal. Tne private investment flrm and the clty have been battling ever since over whelher lhe ¡ncreases ar€
legal under East Palo Alto's Rent Stabilization Program.

page Mill used the maximum rents from c¡ty calculated rent cert¡lìcates for each unit, which were much hígher
tha; th€ actual rents being paid, probably due to a sag ¡n lhe rgntel mark€t e few yeers ago, The city, on ths
other hánd, cla¡ms the lan-diord sirould hàve based the increase on the actual rent being paid and limited it to a
consumer pricing index, which is usually about 3.2 percent. Both sldes have found supporting language for
lheir cases in lhe city's ord¡nance.

E-mail Banks Albach at

balbach@dailynewsgroup.com.
Comment on th¡s story Ç nea¿ 2 commenls
Type ¡n your comm€nts to Post to ths forum

http://www,paloaltodailynews.com/articlel2}}$-/ -27 -epa-tent-petitions 811512008

PM-2086
Message Page I of2

Weir, Laurie

From: Taran,David[DTaran@PageMill.com]
Sent: Wednesday, December 26,2007 5:48 PM
To: Weir, Laurie
Cc: McKinley, Clark; Eliopoulos, Theodore;Tayo, Mercy (Andrea); Lance lgnon; Lee, Terry;Thompson,
Jim;Gabriel, Lui
Subject RE: media coverage

Dear Laurie,

Thank you for your email. I am traveling, but will call your assistant when I return to the office to schedule a
meetini¡. I look fon¡vard to meeting with you, Ted, and Clark. ln the meantime, as you know, our public relations
person has reached out to Ms. Simonson, I have asked him to send you a copy of the statement he provided to
her.

Best regards,

David

David A. Taran
cEo
Page Mill Properties, LLC
480 Cowper Street,2nd Floor
Palo Alto, CA 94301
650/833-3888 - direct
4081205-5114 - mobile
650/833-3988 - direct fax
dt ar an @p¡tgqn-ill.cqm
rvww.pagemill.com

P,/rûnMItt
Pf,O?Uft1¡ËS

From ¡ Weir, Laurie lmailto ; La u rie_Wei r@Ca lPERS.ca, gov]


Sent: Wednesday, December 26,2007 3:34 PM
To: Taran, David
Cc: McKinley, Clark; Eliopoulos, Theodore; Tayo, Mercy (Andrea)
Subject: RE: media coverage
Importance: Hígh

Hi David,

I am very concerned that the current PageMill investment strategy may result in the involuntary displacement of
low income households. ll is important for me to undersland the issues in detail leading up to, and the necessity
for, the rent increases. I need to understand the accommodations that PageMill has in place for tenants at risk of
displacement due to rent increases.

Please provide the PageMill/Centrix strategy going fonvard for addressing this issue, particularly in lighl of the
possible inclusion of PERS in lhe next volley of press activity.

912/2008

PM-2087
Message Page2 of2

I suggest that we schedule a meeting in Sacramento for the presentation and discussion of the issues'

Please contact my assistant Andrea Tayo to organize the meeting. Andrea, please include Ted Eliopoulos and
Clark McKinley to attend this meeting.

Thank you very much,

Laurie

I-aurie rüy'eir, Portfolio Manager

Global Real Estate Invesfulents


California Pubiic Employees Retirement System
400 Q Street, Suite E4800
Sacramento, CA 95814

A¡drea Tayo, Assistant

916-795-4708 phone
916-795-3965 îax

ñb"
CaIPERS

----Original Message-----
From : La nce lgnon fmailto La nce-Ig non@sitrick.com]
:

Senb Wednesday, December 26,2007 1:45 PM


To: Weir, Laurie
Cc: McKinley, Clark; dtaran@pagemill.com
Subject: media coverage

Hi Laurie,

Thank you for returning my call today and sharing your thoughts- I have attached links to
the media clips that wã discussed. l;ve copied Ciaik, who has also been keeping track of
the coverage, in case has any additional news items. As I mentioned, though, the SJ -
Business Jõurnal is the only publication so far to have provided consistent coverage of
Page Mill.

Best regards,
Lance

Lance lgnon
Member of the F¡rm
Sitrick And Co.
cell.41 5-793-8851
office: 415-388-8525

91212008

PM-2088
Page I of 1

Weir; Laurie

From: Lance lgnon [Lance-lgnon@sitrick.coml


Sent: Wednesday, December 26,2007 1:45 PM
To: Weir, Laurie
Cc: McKinley, Clark;dtaran@pagemill.com
Subjecfi media coverage
Attachments: abcTnews com1242-A7.mhl;1212O7 Mercury News.mht; 121307 Palo Alio Daily News'mht

Hi Laurie,

Thank you for returning my call today and sharing your thoughts. I have attached links to the
media ólips that we discussed. I've copied Clark, who has also been keeping track of the
coverage, in case has any additional news items. As I mentioned, though, the SJ Business
Journal is the only publication so far to have provided consistent coverage of Page Mill.

Best regards,
Lance

Lance lgnon
Member of the Firm
Sitrick And Co.
cell: 4'15-793-8851
office: 4'15-388-8525

91212008

PM-2089
Page 1 of I

Weir, Laurie

From: Lee, Terry [Lee@PageMíll.com]


Sent: Monday, August 18,2008 2:01 PM
To: Weir, Laurie
Gc: Shore, Jim
Subject: California Apartment Association East Palo Alto - Rent Stabilization Program
lmportance: High
Attachments: Triumph Property Services Letter to EPA RSB I 12 08.pdf; CAA Legal Fund Takes on East
Palo Alto I 08.Pdf

Laurie

ln addition to the news that the California Apartment Association is challenging the City of East Palo
Alto's "violations of localand state lara/', see also the attached correspondence from another local
property owner/manager whose experience, like Ours, is representative of the dysfunction (and worse)
bf cieatiig with the Cit! even when irying io do the right thing. We rernain committed to following the
tetter anð spirit of the ãpplicable tawé año protecting and enhancing the value of our investments while
being respónsíble and pósitive owners / managers i tenants / members of our communities' ' '

Thanks for your support and best regards,

Terry Lee
Page Mill Properties, LLC
480 Cowper Street, Suite 200
Palo Alto, CA 94301
tlee@oagemill.com
(p) 650 833 3818
(f) ô50 833 3918

P*CnMILL
3no?Ê*Tlr5

91212008

PM-2090
Weir, Laurie
From: Stausboll, Anne
Sent: Tuesday, May 20,2008 11:42 AM
to: Weir, Laurie
Cc: Kane, Sue; Eliopoulos, Theodore
Subject: Fw: Response Needed

Will you s prepare some.bullet (talking) points for Sue and cc me. Thanks. Anne

original Message -.---


From: Kane, Sue
To: StausbolL, Anne
Sent: Tue May 20 'l'O:00:43 2008
Subject: Response Needed
Hi Anne -- Rob \¡rants to respond to this concern and would like information on this
investment ASAP. Thank you.

So here is an overview, as briefly as we can describe a rather complicaEed


scenario. . .

page MiLt Properties is a private equity investment fund, and Calpers appears to be
one of its biggest investors. Until very recently, their website desôribed Page MiJ-I
properties as special!z!ng in commercial real estate. So it was with great mísgiving that
peop]e in East Þa1o Alto watched them, starting about 18 months ago, start buying up large
swathes of rentaf Ìrousing in East Pal-o Afto. From the very begínning, observers were
suspicíous that PMP was intent on some other goal Lhan provÍding rental- management
="r.ric.= for the working peopì-e living in these units -

The area in which PMP is acquiring land is the "\,rest side" -- the narrow strip of E.
pato Alto that extends west of Highway 10L. This is the area that used to be known for
I'
'rwhiskey gu1ch, and which now features the 4 Seasons Hotel and a big ]aw complex' The
rest of the lwest side'r remains modest: ít houses a very large number of aparÈment
complexes along with some single famÍty units. A fairly large portion of the affordable
rental housing in the greater PaLo Alto area is to be found in this narrow space.

PMP's acquisitions started around the Four Seasons complex and spread from there- At
present, they have,purchased ower L500 uniEs in East Palo A1to, which makes Èhem by far
Lh. l"tg"=t landlorã in the city. They have sunk almost half a billion dollars of investor
money iñto their purchases, and the prices they have paid to acquire these properEies
gt"aÈIy outstrip ihe kind" of rental incomes they can earn from them. On the face of it,
this sãems quite strange, because the city has a fairly strong Rent Stabilization
Ordinance--passed b1r the voters, irrevocable by the city council, that stands in Ehe way
of drastic rent increases or redeveÌopment of properties for purposes other than rental
housing.

Initially, PMP stated that they would be a law abiding citizen intent on improving
the housing sLock in the neighborhood. This has turned ouL to be quite unLrue' Last
December they began to show everyone their actuaf motives, issuing rent increases to some
L3OO units, in open defiance of the city's Rent Stabilization Ordj.nance. The increases
ranged from 9? to 43år , and represent a serious hardship for many of the peopfe facing
them--not to say an eviction by other means. Many people are on fixed income and quite
vulnerable, but Page Mi1I has evicted them anyh/ay, while cynically pretending that the law
doesn't apply to them. This is ctearly contrary to the l-ocal ordinance.
1

PM-2091
The affair \rrith the rent increases has followed a complicated and unfortunate
course. It is too compLicated to expfain at. length here, but'effectively PMP made use of a
situation of demoraliãation and undèrstaffing in the rent office to seize upon aaset of
outdated and inapplicabl-e Itcertificates of mãximum legal rent'r in order to make series
of contradictory änd bizarre cLaims abouÈ the nature of the certificates ' It has
exacerbated this by coordinating its increases to occur all at once, which has had theof
effect of overwhefming the CityTs resources and of intimidating tenants with a sense
inewitability. trlany pãople hawã just moved away in the face of pay-now-or-be-evicted
threats from their landlord.

The city has reeponded poorly to this challenge. 'fhe city council and the rent board
are united. in oppositiðn to Èñe rent increases, but the ciÈy attorney quit in November,
and they trave 1ãèked the organization, the courage, and (most imporÈant1y) the legal
counsel- to respond effectivé1y. Unable Èo free themsel-ves of this 1aw, Page MilL has
decided to start a thousand fires against it, daring the city to bankrupt itself on lega1
defense of a 1aw protecting its pool people. On Page Mi11's side: a fancy public relaEions
firm, and a team ãf lawyerã headèd up by a specialist in overturning municipal ordinances
ana úusting unions -- Oã East Palo A]to's siãe: a few parÈ-time wolunteers straggling in
from Stanford law, and some community activists.

The stories told by the many people facing rent increases are heartbreaking, and we
are very concerned by cIèar patternã oi tenant harassment--ranging from false notices of
-ittegat unit
eviction for unpaid ient to searches. (rn our complex alone, four out of the
eight units havé received false notíces of eviction in the last few months. r hardly need
to add Èhat it is a terrifying thing for most tenantÊ to receive such a notice.)

BuÈ our concern is not simply hrith the plight of individual- tenants. We are
convinced that pMp does not want tð be a landlord at all, but is t.rying to circumventand or
overturn the rent stabilization ordinance in order to kick people out of their homes
redewelop the land for commercial purposes. Iilothing less than a wast redewelopment project
woufd iuËtify the scale of PMP's investment. Moreover, because of PMP's highly l-everaged
and fiåanciaify vulnerable position, we bel-ieve that they wil-1 act quickJ-y and.ruthlessly
in. the next months to overturn the ordínance and remake the tandscape of the city the standard
according to Ëheir plans. Some of this they could do J.egal1y if they foll-owedivtill
procedurã for redeväfopment, which involveÈ buying out the tenants; but eage prefers
Lo intimidate people or force them out by other means--it is cheaper.

Our personaf experience wj-th Page MiII has given us a window into how they plan to
do this, Last summer we discovered thãt our fandlord (which was not Page Mi1l atcompel the time)
was evading the Rent StabilizaÈion ordinance, and we embarked on a campaign to
i"gistratiãn of his units. Because of the disorganization and demoralization in the Rent
eoãrd Office, this was not an easy thing to do. Eventually, we caught him, however--
ironically, the fact Ehat he was trying to selL the units Eo Page Mill allowed us to
corner him- vùith the help of the Rent goard, the city council, Lhe City Attorney, andhis a
pro-bono volunteer from stanford law, we forced him to regíster in order to complete
äafe. He paid g19o,0oO in fees and penalties to the cíty, rolled back our illegal rent
increases-, and signed a lega1 agreement with us that he woutd regieter the units years ' (Thie
was a slap on the wrist, .ãmparãd with what he shoul-d hawe paid for over twenty of
wiflfut evasion of the Law and handsome profits from doing so.)

Curiously, while our ofd landlord paid up.to the city, he did not register the
units. Insteadl he delayed signing the agreement with us until after the saIe. Thereafter,
page MilL has refused tã regiãter the .l.tlt=. They separately íncorporated each unit as an
LLó (in Delaware!), and are claj-ming a "sma11 ovlnet'l exemption from the Rent Stabilization
1

P\Ã-2092
Ordinance. Theyrve created a large number of these I'mom and pop" LLCS.

We no\¡/ believe that Page MilI's strategy is to use the separate incorporations to
circumvent the Ordinance by ãelIing the separate units to themselves for condo-ization'
Once condo-ized, the lseparaÈe ownèrs" wili get together and vote for demolition. This is
obviously an inappropriate business practice: moreover, is aLmost certainly ilJ-egal.
corporation s¡ruãLurès may legitimately be used to avoíd some taxes, but they may noE be
,.r""ã to evade civic dutieã. Wè are looking into legal resources for contesting the IrIrCs in
courL -

lrle befieve that CalPers should investigate Page MilI's practices very seriously, for
bot,h humanitarian and financial reasons:

Humanitarian: obv.íously, it doesntt fj.t in with CalPers' sociaf responsibility ethic


to be backing a company that hires slimy lawyers Eo try Èo evade civic responsibilitÍes,
circumvent municipal oidirtattces, intimiãate people, and throw senior citizens and working
families out of their homes. We personally know a few CalPers members who are in Èhe weird
situation of having thej-r orn relir"ment system investing money in a company worki.ng to
illegatly and unethically drive them from their homes -

Fj-nancÍal: obviously, any highly leveraged reaL estate company is a risky investment
in the current market, We befieve that PMP might be an especialfy poor investment - PMP
representÊ itself as a large company, but when you look at them closeIy, you realize thaL
thãy are nothing but a couple of frat boys sitting oh a vast pile of debt, just trying to
see what they can get av¡ay wit.h. Page Mi1I has waged a huge bet t,hat the ciÈy is too
d.isorganized and incompetent, to protect iEseff and its citizens. But if we are right and
the city can prevail against these ilIegaI tactics, Page Míll will be sÈuck wiÈh a stock
of modeãtly pèrforming rental properties they bought at a premium based on the idea that
they could-out*.n"uver the 1aw. Holding investments in Page Mi11 would not, under this
scenario, be a good thing for investors such as CalPers.

We would. be happy to write a longer accounL of this situation, or to talk to anyone


at Calpers who has furlfrer questions. The sj-tuaLíon is developing week by week, so we will
probably have more news soon.

As we lrrap up this email, we shouJ-d warn you about one thing: because PMP has a
publíc reLations firm working at high heat, most of the media coverage has been heavily
Lorqued toward their perspective (they like to insinuate that everyone else is
incompetent). Most media accounts are simply werbatim reprintings of PMP's press releases.
So take what you find on google with a grain of salt !

Wondering what's for Dinner Tonight? Get new twists on family favorites at AOL Food
<http : / / f ood. aol . com/dinner - tonight?NCID=aolf odO 0 0 3 0 0 0 0 00 0 0 0 1>

PM-2093
Weir, Laurie
From: lnglett, Mike
Sent: Friday, January 18, 2008 2:52 PM
lo: Weir, Laurie
Cc: Mouchakkaa, Paul; lnglett, Mike
Subject: Page Mill ll

Laurie,

Here is the information you requested.

Commitment / Allocated amount is $100,000,000

Actual Funded amount is $65,000,000

Unfunded amount is $35,000,000

Let me know if you need an$hing else.

These numbers are as of November 30,2OO7 and were provided to me by the partner on January 14,2008.

M¡ke Inglett
Investment Officer - Global Real Estate Unit
CaIPERS Investment Office
40O Q Street, Suite E4800
Sacramento, cA 95817
(916) 795-3L77 phone
(916) 795-3965 fax
Mike Ing lett@cal pers-ca.gov

PM-2094
Page 1 ofl

Weir¡ Laurie

From: Taran, David [DTaran@PageMill.com]


Sent: Wednesday, January 16, 2008 3:36 PM
To: Weir, Laurie
Subject: ConfidentialDocumentRequest
lmportance: High

Dear Laurie,

private placement
Thank you for your recent message about whether to disclose a po¡tion of Page Mill's
please dõnot disclor" àny portion of the PPMs or any other trade secret or confidential
*"rotånãu ç'ÞpMs"1.
and their disclosure to
information oi pug" niiff . Ãi Vo, know, the PPMs aie trade secrets, highly confidential,
cause significant harm to Page Mill. CaIPERS is certainly on strong footi¡g]n
those other than investor"
ieiusing to produce the ppMs based upoñ the applicable Govãrnment Code Sections, including 6254' 6254'7,
"olld
az-sq.i.6, as well as tne Contractuál obligation ¡t nas to refrain from
producing those documents'
^na
please confirm that CalpERS will not disclose any portion of the PPMs or any other trade secret or confidential
information of Page Mill.

Sincerely,

David

David A. Taran
CEO
Page Mill Properties, LLC
480 Cowper Streetr 2nd Floor
Palo Alto, CA 94301
650/833-3888 - direct
4081205-5714 - mobile
650/833-3988 - direct fax
dtaran@pagemill.com
u rynLpagcEûilteonq

P,q.GMMIti,
P*OPtnllËs

9t212008

PM-2095
Message Page 1 of2

Weir, Laurie

From: Weir, Laurie


Sent: FridaY, February 08, 2008 6:24 PM
To: 'dtaran@pagemill.com'
Gc: Eliopoulos, Theodore; Pottle, Randy
Subject: Page Mill Meeting Preparation

Hi David,

ln anticipation of our meeting, could you please prepare, and forward to us prior to the meeting, the following
information for our discussion on the 26th?

¡ Overview of the Page Mill Fund ll, members, capital commitments, and strategy
¡ Overview of the Access Fund, members, capital commitments, capital expended, and relationship with
Page Mill Fund ll.
¡ What was Page Mill's base case proforma when fund was established, and proforma expected returns
prior to ¡ssues regarding rent control?
r What are Page Mill's stress test proforma returns if court finds against Page Mill and expected proforma
returns if court finds in favor of Page Mill?
r Update on cunent events affecting Page Mill and your strategies regarding media and community going
forward.
r What is Page Mill's senior management team's performance and execulion track record prior to and
including Fund ll?

Our purpose is to be brought current and understand the future projections for our investment with Page Mill.
Please let me know if you have questions regarding any of the above.

We look fonvard to meeting with you.

Allthe best,

Laurie
-----Original Message-----
Frorn: Tayo, Mercy (Andrea)
Sent: Friday, February 08, 2008 4:24 PM
To:'Gabriel, Lui'
Cc: Weir, Laurie
Subject: RE: media coverage
your call
Great, thank you. I have forwarded your questions to Laurie and once I receive all the details regarding I

will contact you shortly.

Thanks,
Andrea

----Original Message-----
From: Gabriel, Lui [mailto:LGabriel@PageMill.com]
SenÈ Friday, February 08,2008 4:09 PM
To: Tayo, Mercy (Andrea)
Subject: RE: media coverage

91212008

PM-2096
Message Page2 of2

HiAndrea,
Thank you for the prompt reply. We will take the 1-2 pm slot. Will you please letrne know who
from yóur side will be aitending the meeting and if there is a prepared agenda? On our end,
David Taran and Terry Lee (our CFO) will be attending. Should we bring along our media guy?
Thanks.
Lui

91212008

PM-2097
COPY
January 25,2008

Page Mill Properties


David Taran, President
480 Cowper Street, 2nd Floor
Palo Alto, CA 94301

RE: PAGE MILL PROPERTIES II, L'P'

Dear David,

This letter is written to relay CaIPERS' disappointment and concem over recent events
that have occurred as a result of Page Mill Properties II invesftnents.

In mid-December of last year CaIPERS received an inquiry alerting us to community


concems regarding Page Mill investrnent activities. The inquiry requested our views on
Page Mill actions with regard to proposed rent increases in the East Palo Alto area.

As our understanding of the issue increased, it became apparent that this'ù/as a potentially
explosive issue with the ability to impact the success of the Page Mill investment
strategy. Page Mill's handling of the situation appears to have inflamed sentiments and
associated CaIPERS with the negative impression made by Page Mill at the community
and city council level.

'We
are disappointed and strongly disapprove your recent actions. Notably, the
investment of CaIPERS fi¡nds should not result in the involuntary displacement of low
income or work force households; or in adversarial legal action against local government-

We have contacted you several times requesting a meeting with you at our offices. To
date, you have not been responsive. It is critical that we continue to communicate in an
open manner. It is our hope to work with you to assure the successful outcome of our
investment partnership.

Please don't hesitate to contact us to schedule the meeting and discuss this issue further.

Sincerely,

Laurie Weir
Portfolio Manager

PM-2098
Weir, Laurie
From: Weir, Laurie
Sent: Friday, August 15, 2008 1:56 PM
To: 'Lee, Terry'; dtaran@pagemill.com
Gc: Plasencia, Javier; Weir, Laurie
Subject: Callwith Ghris Lund

Hi David and Terry,


properties in
I received a call today from Chris Lund. Chris states that he is a tenant in a 4-plex unit owned by Page Mill
East Palo Alto.
you
Iwould like to fill you in on the conversation and get your inpul. I left a message for Terry. Give me a call as soon as
get a chance.

Thanks very much,

Laurie V/eir, Portfolio Manager


Global Real Estate Investnents
California Public Employees Retirement System
400 Q Street, Suite E4800
Sacramento, CA 95814

Michele Mateo, Assistant

916-795-9428 pbone
916-795-3965 fax

^ñÎ)"
CaIPEFS

PM-2099
Page I ofl

Weir, Laurie

From: Shore, Jim þShore@PageMill.coml


Sent: Wednesday, July 16,2008 3:55 PM
To: Weir, Laurie;diego-canillo@calpers.org
Gc: Lee, Terry
SubJect: Phone Call todaY

Laurie and Diego,

was my pleasure to speak to both of you today. Please feel free to contact me with regard to the
It
Tenants Together inquiry or any other matter going forward. Per your suggestion I will await a call from
Andy Blue or another representative from Tenants Together. Please feel free to give him my direct line
but I would please ask that you refrain from giving him my mobile phone for now.

Thank you,

Jim Shote, Genetal Counsel


Page Mill Properties, LLC
480 Cowper Street, 2'd Floor, Palo Alto, CA 94301
650.833.3838 direct' 408.209.0702 mobile ' 650.833.3938 direct fax

P-qCEMIT,L
PCOPê*11f,5

9t2/2008

PM-2100
Page 1 of2

Weir, Laurie

From: Jonathan Civita pGC@LDCOinc.coml


Sent: Monday, January 14,2008 11:574M
To: dtaran@divco.com
Cc: Weir, Laurie; Stocking, Barbara; Geoff Le Plastrier; Emily Le Plastrier
Subject: CURE Program Assessment - Phase 1 lnterview

David,

As Laurie Weir and Barbara Stocking have informed all of the CURE partners, our firm (Le Plastrier
Development Consulting) has been retained by CaIPERS to evaluate the CURE program in its entirety.
'We
have divided this assignment into 3 phases. Phase 1 will consist of Geoff Le Plastrier and myself
scheduling an initiat meeting with the management team for each parbrer to evaluate your operations
and related business structures. This meeting will essentially require 3-4 hours of your time and will be
undertaken at your offices.

Phase 2 of this assignment will immediately follow the previous phase and will involve our firm again
meeting with each partner to evaluate investrnents currently being managed within the CURE portfolio.
This process will entail essential 3-5 hours of time meeting with key people in your offices, and will
focus on the most impaired/at risk projects/investments.

Phase 3 will involve our assessment of all information provided, and final recommendations to
CaIPERS.

With that being said, we would like to schedule our first meeting with Page Mill and would request you
provide us with times you and your key people will be available over the next week. Meeting
coordination witl be managed by Emily L. in our office. Please respond via email with dates and times,
as well as a phone number you can be reached at to discuss in more detail.

Thank you for you time,


Jonathan

Jonathan G. Civita, AICP


Principal - Director of Consulting Sen'ices
Le Plastrier Consulting Group
L9800 MacArthur BIvd, Suite 1150
Irvine, Califonie92672

949.851-9230 office
949.857.1307 fax
949.836,6203cellulat
jgc@ldcoinc.com

CONFIDENTIALITY NOTICE

9t2/2008

PM-2101
PageZ ofZ

This e-mail, a1¡d. erry attachments thereto, is intended onþ for use by the addressee(s) named herein and may contain legâlly
privileged and/ot con-ûdcntial information. If you are not the intended recipient of tlús e-mail, you âre heteby notified that ary
-.ti.s-riorrion,
distribution or copl,ing of this e-mail, a¡d any âttachments thereto, is strictly prohibited. If you have leceived this
e-mail in error, please immediatiy .roti67 -. by telephone and permanently delete the odþal and any copy of any e-mail and any
printout thereof.

912/2008

Pl{t-2102
Tavo. Mercv lAndrea)
From: Weir, Laurie
Sent: Tuesday, May 20, 2008 1:54 PM
lo: Tayo, Mercy (Andrea)
Subject: Fw: Response Needed

Pls print asap and bring into the mtg I am in now. Thx

--- Original Message ---


From: Siausboll, Anne
To:Weir, Laurie
Cc: Kane, Sue; Eliopoulos, Theodore
Sent Tue May 20 11:41:56 2008
Subject Fw: Response Needed

Willyou s prepare some bullet (talking) points for Sue and cc me. Thanks. Anne

--- Original Message ---


From:Kane, Sue
To: Stausboll, Anne
Sent: Tue May 20 10:00:43 2008
Subject Response Needed

Hi Anne - Rob wants to respond to this concern and would like information on this investment ASAP. Thank you.

So here is an overview, as briefly as we can describe a rather complicated scenario...

Page Mill Propertíes is a private equity investment fund, and Calpers appears to be one of its biggest investors. Until very
recently, their website described Page Mill Properties as specializing in commercial real estate. So it was with great misgiving that
people in East Palo Alto watched them, starting about 1B months ago, start buying up large swathes of rental housing in East Palo
Alto, From the very beginning, observers were suspicious that PMP was intent on some other goal than providing rental managemenl
servíces for the working people living in these units.

The area in which PMP is acquiring land is the "west side" - the nanow strip of E. Palo Alto bat extends west of Highway
101 . This is the area that used to be known for "whiskey gulch," and which now features the 4 Seasons Hotel and a big law complex.
The rest of the ''west side" remains modest: it houses a very large number of apaftment complexes along with some single family
units. A fairly large portion of the affordable rental housing in the greater Palo Alto area is to be found in this narrow space.

PMP's acquisitions started around the Four Seasons complex and spread from there. At present, they have purchased over
1500 units in East Palo Alto, which makes them by far the largest landlord in the city. They have sunk almost half a billion dollars of
investor money into their purchases, and the prices they have paid to acquire these properties greatly outstrip the kinds of rental
incomes they can eam from them. On the face of it, this seems quite strange, because the city has a fairly strong Rent Stabilization
Ordinance-passed by the voters, inevocable by the cily council, that stands in the way of drastic rent increases or redevelopment of
properties for purposes other than rental housing.

PM-2103
lnitially, PMP stated that they would be a law abiding citizen intent on improving the housing stock in the neighborhood. This
has turned out to be quite untrue. Last December they began to show everyone their actual motives, issuing rent increases to some
1300 units, in open defiance of the city's Rent Stabilization Ordinance. The increases ranged from 9% lo 43%, and represent a
serious hardship for many of the people facing them-not to say an eviction by other means, Many people are on fìxed income and
quite vulnerable, but Page Mill has evicted them anyway, while cynically pretending that the law doesn't apply to them. Ïhis is clearly
contrary to the local ordinance.

The affair with the rent increases has followed a complicated and unfortunate course. lt is too complicated to explain at length
here, but effectively PMP made use of a situation of demoralization and understafflng in the rent office to seize upon a set of outdated
and inapplicable "certif¡cates of maximum legal rent" in orderto make a series of contradictory and bizarre claims about the nature of
the certificates. has exacerbated this by coordinating its increases to occur all at once, which has had the effect of overwhelming the
lt
City's resources and of intimidating tenants with a sense of inevitability. Many people have just moved away in lhe face of pay-now-or-
be-evicted threats from their landlord.

The cig has responded poorly to this challenge. The city council and the rent board are united in opposition to the rent
increases, but the city attomey quit in November, and they have lacked the organization, the courage, and (most importantly) the legal
counsel to respond effeclively. Unable to free themselves of this law, Page Mill has decided to start a lhousand fires against it, daring
the city to bankrupt itself on legal defense of a law protecting its poor people. On Page Mill's side: a fancy public relations firm, and a
team of lawyers headed up by a specialist in overturning municipal ordinances and busting unions - On East Palo Alto's side: a few
part{ime volunteers straggling in from Stanford law, and some community activists,

The stories told by the many people facing rent increases are heartbreaking, and we are very concerned by clear patterns of
tenant harassment--ranging from false notices of eviction for unpaid rent to illegal unit searches, (ln our complex alone, four out of the
eight units have received false notices of eviction in the last few months. I hardly need to add that it is a terrifying thing for most
tenants to receive such a notice.)

But our concern is not simply with the plight of individual tenants. We are convinced that PMP does not want to be a landlord
at all, but is trying to circumvent or overturn the rent stabilization ordinance in order to kick people out of their homes and redevelop
the land for commercíal purposes. Nothing less than a vast redevelopment project would justify the scale of PMP's investment.
Moreover, because of PMP's highly leveraged and financially vulnerable position, we believe that they will act quickly and ruthlessly in
the next months to overturn the ordinance and remake the landscape of the city according to their plans. Some of this they could do
legally if they followed the standard procedure for redevelopment, which involves buying out the tenants; but Page Mill prefers to
intimidate people or force them out by other means-it is cheaper.

Our personal experience with Page Mill has given us a window into how they plan to do this. Last summer we discovered that
our landlord (which was not Page Mill at the time) was evading the Rent Stabilization Ordinance, and we embarked on a campaign to
compel registration of his units. Because of the disorganization and demoralization in the Rent Board Office, this was not an easy thing
to do. Eventually, we caught him, however--ironically, the fact that he was trying to sellthe units to Page Mill allowed us to corner him.
With the help of the Rent Board, the City Council, the City Attomey, and a pro-bono volunteer from Stanford law, we forced him to
register in order to complete his sale, He paid $100,000 in fees and penalties to the city, rolled back our illegal rent increases, and
signed a legal agreement with us that he would register the units. (ThÍs was a slap on the wrist, compared with what he should have
paid for over twenty years of willful evasion of the law and handsome profits from doing so.)

P\A-2104
Curiously, while our old landlord paid up to the city, he did not register the units. lnstead, he delayed signing
the agreernent
the sale. Thereafter, Paée Mill has refuseO to register the units. They separately incorporated each unit as an LLC (in
with us until after
They've created a large number of
Delaware!), and are claiming a "small owñe/' exemption from the Rent Stabilization Ordinance.
these "mom and pop" LLCs.

by selling the
We now believe that page Mill's stategy is to use the separate incorporations to circumvent the Ordinance
for õondo-ization. ónce condo-ized, the "separate owners" will get together and vote for demolition. This
separate units to themselves
may legitimately be used
is öbviously an inappropriate business practice: moreover, is almost certainly illegal. Corporation stuctures
may not Le used to evade civic duties. We are looking into legal resources for contesting the LLCs in
to avoid some taxes, but they
court.

We believe that Calpers should investigate Page Mill's praclices very seriously, for both humanitarian and financial reasons:

hires slimy
Humanitarian: obviously, it doesnl fit in with CalPers'social responsibility ethic to be backing a company that
people, and throw senior citizens and working
lawyers to try to evade civic responsibilities, circumvent municipal ordinances, intimidate
having their own retirement
families out of their homes. We þersonally know a few CalPers members who are in the weird situation of
system investing money in a company working to illegally and unethically drive them from their homes.

We believe that
Financial: obviously, any highly leveraged real estate company is a risky investment in the current market.
pMp might be an especialli pooi inväsiment. PMP represents itself as a large company, but when you look at them closely' you
just trying to see what they can get away with. Page
realize tñat they are nothinó but a couple of frat boys sitting on a vast pile of debt,
and its citizens. But if we are right and the
Mill has waged a huge betihat the city is too disorganized and incompetent to protect itself
performing rental propeñies they bought at
city can prÑail agaiñst these i¡egaltáctics, tage trrtitt will be stuck with a stock of modestly
baseion the idea tnãt they could oùtmaneuver the law. Holding investments in Page Mill would not, under this scenario' be
a fremium
a good thing for investors such as CalPers.

questions. The
We would be happy to write a longer account of this situation, or to talk to anyone at CalPers who has further
situation is developing week by week, so we will probably have more news Soon'

at high heat,
As we wrap up this email, we should warn you about one thing: because PMP has a public relations firm working
perspective (they like to insjnuate that everyone else is
most of the media coverage has been heavily torqued toward their
you find on google with a
incompetent). Most mediãaccounts are simply verbatim reprintings of PMP's press releases. So take whal
grain of salt!

PM-2105
<http'i/food.aol.com/dinner-tonight?
Wondering what's for Dinner Tonight? Get new twists on family favorites at AOL Food
NCID=a01f0d00030000000001 > .

PM-2106
ft,r.
Legal Office

Añ1) firb- .
P.O. eox 942707
sacramento, cA 94229-2707
Telecommunications Device for the Deaf - (916) 7954244
lu*v,\>r--T
CaIPERS (916) 795-3675 FAX (916) 795-3659
o" (o^***
;

August ,2006

Greenwictt Capital Markets,.lnc' as agentfor


The Royal Bank of Scotland Plc
600 Steamboat Road
Greenwich, CT 06830
Attention: Fergus Smail

Re: Credit Facility (the "Facility').evidenced by that certain CreditAgreement


I .- , entered into by and among
lihe "Credit Ágieement'), entered into or to be
page fU¡l¡ Èroõerties lt, L.P., as borrower (the "Fund"), The Royal Bank of

:'
Refirement
The undeisigned is GeneralCounselfor the California Public Employees'
the
J óF;r (the:,lnvestor"). This opinion is rendered in connection with Facility'

certificates, opinions and


I have examined and relied upon such records, documents,
other matters ua in my juågment necessary or appropriate to enable mè to render
"t"
the opinion expressed herein, including the following:
:

(a) the Amended and Restated Agreement of Limited Partnership.of the Fund
dated as of July 26,2006 (such agreement, as it may be restated, . .
: moOifTðJ, ãr"nd"d'or supplementeO from time to time, the
"Partnership
Agreementl');

(b) the Subscription Agreement for the Fund (the "subscription Agreemultl)
of lnvestor äated al of July 26,2006, relating to the lnvestor's subscription
to the Fund;

(c) the lnvestor Confírmation Letter (i[e "l¡.vestor Confirmation Letter") by the
lnvestortotheAgent,forthebenefitofLenders,datedâSof-,
ãooo,-ãuiiu"rão ¡'v tnb lnvestor in connection with the Facility; and

(d)theAuthorityCertificateexecutedbyRandyPottle.

.it
California Public Employees' Retirement System
www.calPers.ca.gov
'l
PNÃ-2107
T. Page 2
I The Royal Bank of Scotland PLC, as Agent
, i
.L
.:

Based on the foregoing we are of the opinion


as follows: .. -

.'l.CalPERsisaUnitoftheStateandConsumerServicesAgencyoftheState
20002) duly organized and existing under
of califåin¡á icã1. oou. coiã,1uc.
'..''.tÏélawsoftheStateofCalifornia.
The execution, delivery and performance of
the subscription Agreement' the
2. partnership Agreement anã [ì" inv"stor confirmation Letter have been
duly

not constitute or be consirued.to waive any


The opinions expressed in this letter shall
'i.
åiõ;ä-;i i

"-ni
ôi iu ¡r

"
s
".
rlra r¡nrtc and iS
--:^r^^.¡ r..,
: Th¡s opinion is furnished by the undersigned as. in-house ) COUnSel tO thg lnVeStOf,
: sotety for the benefit of the Agent.nâlËnOurs! 991l..1ction with the Facility' and may
nor may copies be delivered to any otheÎ
not be relied upon for any otñer purpose,
ôf the undersigned' I am licensed to
oerson or entity without the prior wr¡ttéläonsent
f#ä;.i;'ilthe state of cariforniå, this opinion is rimited to the taws of the state
".ð States'
ãi äñt'ñ¡i"no law of the united
:

\-'

PM-2108
AUTHORITY CERTIFICATE
e
n-
(+ø',V*IL
fou-

-----------::.-=- of
the
the duly authorized
The undersigned,
.""*,Hiäî'iËfl
Îå*#:iiåï:"äiT:"1ï:#""i',l.JäiJi"ï[::':1**gí*"¡¡:iy':ïi#ïi#f
The Royal tsadK oI scorlanu' aö éËç¡*
q iMilr
f'ff :ä:T'f:iï::;lt'"i"ii'i:ffiä;;)ï*"*:i'3'*;ii:.1ift
þ-rîp"tti"t II, L.P., as borrower ("Borrower")' with Agen! the::.iäå"ä'ii
"1iø¡*""-""'**'-iry*l"x""""xtT:li*:*;'J-'"'t
l91d¡rs named the/åti""fftiti""lv
"Lenders'o)i.î9:
lender (..Agenf') and the o '' ('.ra)'{4T<l
-,.
DOES iTEN¡gY CERTIFY thAt:
and complete copy of the ú;
Uf'^':lJ"9nz-t\
l. Attached hereto as Exhibít Ais a true, correct
b"l"*) ;;;ing, oit""trv or indireãtly' to Borrower executed
Subscription Agleement (as defined
and deliveredbY lnvestor' . .
and complete copies of Delegation
2, .Attached hereto as ExhìbírB are true, correct
ä.Ë-*6" 13, 1995 õfth" Stut" of califomia
of Authority fp"l"gåti"rÑ". ãg-0r n"u.),ãuî"¿ of Authority
pu-ulic EmployeËrl R"tir"*ent system, and Delegaiion
Board of Administ califomia Board of
"ri* ã*ra
g-ïîfr."*i r ã, iooz, ot t¡" siate of
i*i
@etegation No. a
Rglir#*tfytil tqa1 (a) authorize lnvestor to invest in
Administration Public Empioyees' and Restaterl Agreement of Limited
'

tÐ trr" em"írded
Borrower and to
".;;,"ätäeliver
parrnership of sorr;;; ge¡ment as it mav be restated"(ii) the
d;J;; of.l$v iø,znoø Guch thã'?"'tt'"'ship Agreement'')'
modified, amended or supplement"d
fr'";;i;" io tì*"' of Investor dated as of
Subscription Agreementìå. tne Booo*", i;S"Ut"'lption.ngrcement") Letter")
Juty 26, 2006, and (õih" ftt"g1-
cg"¡àãtior, ütt"t (thã "Investoi Confimration benefit of the
for the
, 2o06'made b;Itt;"t*;;itì;t
of the Agent
dated as of effect on the date
Iænders; (b) have not been altered
*oå;ä;;ä öã" i" ntil forJe and
",
hereof'
delivery by Investor of the Investor
3. As of the date of the execution and qualified and
of the individuais named bglow v/as a duly elected,
confirmation Letter, each
the'same on beharf of
dury uJüo¡r"¿ to exebute and deíiver
acting officer of rnvestor and was and office below is that
Investor; and the signature set forth
opp*'i,J',it" in¿i*'i¿.tut" name
individual's genuine signature:

Name Oflice

Judy Alexander
Portfolio Manager

Robert Eberhardt
Portfolio Manager

Alfonso Femandez
Interim Senior
lnvestment Offïcer

Randy Pottle
Portfolio Manager

52316\12267'16v1

PM-2109
': -.

EXECUTED as of '2006'
þ CALIFORNIA PUBLrc EMPLOYEES:

Name:
Title:
,{Y\nqnGtwk

52316\1726776v1

PM-21 10
.2006

as agent for
Greenwich Capiøl Markets,Inc'
The Royal Bank of Scoiiuná Pl"
600 Steamboat Road
.'',''
Greenwich, CT 06830
Attention: Fergris Smail
, ttral certain credit Agreement (as the same
Re: credit Facility (the "Facìlìg") evidenced -br
ti*" to time, the "credìt Agreemenf)i
*uy u"ïããïièJ,un'"n¿r¿, å;;;J;t"d iräm ilF; vlt rtópttties.Il, L.P' (*Pase Mìtl
enterêd inro or to be enteredilå ö.¡gt;o
propertìct), as borrow 6;;;i;;;ilr,. ñovuíBank of sðotland, as asent('Agenf) '

"r
'
':;
L¿diçsandGentlemen:::'.....'..
ThePurposeofthisletteristogonfîrmtoyouthestatusofourinvolvementinPageMill
Propertiesandt9"on,Jn'ä,*lu.mowt"¿á"'l'*'"áspectsoftheFaoility.'..
WehaVeenteredintoaSubscriptionAgreement(t,h:,\subscríptìoi4gn1ry\|-).aateaasofJuly Agreement of
*"'t'ãn" entered into^the- Àmended-and Restated
26, z006,with Page í"inl'ir"p"nirr,
un¿
page ñ4ill propertt"r fulher amended and restated from time to
ö'[[; Ålv pr ãnJ"ot
Limited parbrership of otherwise defined herein shall have
,,partnershìp Agleem.enf',:ll
time, the :TüËJi;;;it;J
the Partnettr'¡p ïùî"--""ti' ¿""¿
as of July 26' 2006' pursuant to
whioh

J the meanings ascribeä thãreto in


we have:.(i)purchased a partnership
calls of page Mill
properties in the aggregat;;;ounîoi Sf OO,OöO,OOO'1thè
(ii¡commjtted to fr¡nd
int"r"J'il rîgt yr¡u-n¡opertiãs; ana*Capítøl Comm,ítmenf')'
capital

'

Todate,$0ofourCapitalCommitmenthasbeen..called,''ofwhichwehavefunded$0.
upol't" delivery of one or more Fundinq
$100,000,000 of our Capiøl
Commitment ;;i;;i"
be drawn

Notices pursuant to ;;i;;;;;ce with rhe Parrnership Aercement. , '-


- . ;
ed i¡ section i'ó of the Partnership
Weherebyacknowledgeandconfirmthatwewillusecommerciallyreasonableeffortstodeliver
to the Generar iil ,ir"-i"r.rration desciiù unt"usonable
partner for delivery to you:
effort or expense; and
Ag¡eement to tt" ,*t"ni ru"r, iníor*;*ìi" Lïü;;ñi*out forth the remaining
G"n"rur partner a ce¡tificate setting
(ii) from time ro ,ir;;;;he i"qu.rt 9r1i" (the "Avøìtøbte commíttttcnr", ,
amount of our ..o,oi ðlåïffi#;ffi;ääü"""Jì" n
'¿
r r-- --J ^^-n that under the ternrs of and subject to the limitátions and
We hereby acknowtedge and confirm to fund our Available
conditions set forth in the Partnerrtrip
egreeî";, ;;;t; ""d sh¿ll remain obligatedwith the terms of the
¿"ry *"t"-in u""o'dance
Commitment requirä ãiãr.o*t'"f diäi.';liit those required as a result of the failure of any other
without limitation'
Partnership Agreement (including, counterclaim or
partner to advance fr¡nds with respect ,o u'r"ïã'¡* Ñåii"t dúry made), without setofl
defense.
(x) the pledee by Page Mill Properties to Agent of
$/e hereby: (i) consent to and acknowledge: 'of oi" Available Commitment in
payments of ill or uny po'tion
the right to call uoà'r"""¡t " all and (y)the
accordance witn *r"i"rms of the
Éunn",,f;päe*;""'';:ã tr'"--sJt"tiption'Agreement;
of rights' to secure all
to o;ä fïth" ben"fit of i¡e Len.ers
suõh
furrher ptedge uy rrg" f ili Properties
J loans made under thË Facilitv
(åollectiveliËili;'ö?:;';\'({r|'"ptÀ*t ofthat'
o,,irru*rtrn"" *tri"t *lt ìi* pårrug"
date hereof, there is no defauit,
time
to
or
our knowledge'
notice,would
as of the
constitute
.

'

5&20202.4s820202'45820202'4

P\A-2111
' . -^^-^-{ rr¡l
or right of offset against'
þ ¡-:- Agreement'
¡ which would constitute a tJefense to'
a default under the Partnership to our
Co-r¡i*"ni"r "ttt"*i* reduce our Capiøl Commitment and
our obligation to fund;;äpft.î to fi¡nd
knowledge, as of the ¿ãte f*Ëof, there is å;fÑ';;, or right ofofßet against' ourinobligation
the
(iii) confirm "" is coitained Subscription
our Capital Commitment;- ""t"ö;;;il"i'"*ttitr'
Ageement has each been duly executed
and
Ag¡eement, that the SuUr"iipìioí
Agreemenl us in
va$ "Ji;tt""ttftip
ä';#;-äUliiation, and is enforceable against
delivered by us ano -iAr,
constirutes 9l,{
:subject to insolvency' fraudulent: bansfer'
accordance with iO -.pplit"Ul" .lU*g¡n1t¡' time to time in effect
reorganization, moratoriuî'",i¿ ãirrË, þYt
tffåiil; creditors' rights çnerallyitrefrom
(i")""kr;Ëdg" i;;;* it
lõne as Facility is in place' the
and ro general prin"ipt.s'oiequity;
tun" ãd"t¿ with you not-to amend' modiff'
éupplement
General parher and Þage Mili Propert¡r, Agreement or
cancel, terminate, ,"áuJ" o, ,u.p"nd
Subscription
.ny Jf- luiobligationi -under the our exc.'-se rigþts under
(v) confirm that
parrnership egr"r-"ni-;itfrofvou, priõ, îr¡iãn "ã"ít"t;
*";il;;""dtã to pèt*it us to obtain' and will not be used by
Sectioni.5 of the Partnership Agrcement Mill Properties or vou' fot
us to obtain, un lã*'n nãing ,"v c"püäi öåroiuu,¡oti called; by Pagefor so long as the Fac'itv is
"*"u*
the purpose or rrpuy**ioiiñ"
ràã¡rrqt t"¡íã"i,""*redge and "onrénítn+ Properties or
ot Jncumber our interest in Page Mill
place, we will not pledge, hypothecate
"irr"*itt the
in
ihe Sil*"îiptiá" egrr.t.n,iunä i;tli ;\"i;ledge and confirm that' for so longbvaswire
Subscriplion Agreement wilt b-e made
ouí rights under
Faciliry is in place,{;;ñ;il fîg.lt^* "'d;íh;
which ú,e gãnî\ryet ttut ulto pledged
as security for the Loal:
transfer to the following account

Bank: The RoYal Bank of Scotland


Account Number:
ABANumber: Line Account
Reference: P;g" Mtll Prcperties II, L'P' Subscription

,-, v/e hereby agree.that for. so tong as the


credit. Afl"r,s* is in effect, we shall,
ro'tt' in ihe Partnership Agreement honåijirtjil",äå
and subject to the rtåiåìrä"t ä;"#jil;-'"t ãr tn" Agen! without setoff,
to page rvfi' properti.; äfu;;;i to u, in *te-name
Notice with respect
of¡* Canital Commitment into the above
or defense by ftnding ,fr" obligations of
counrerclaim "ppl[îii"iãnru"
rår purposes of paying due and
payable
. account, provided ,#;;di";ñoîi"" i, ¿"iiî"r"å
til B#d*er underthe FacilitY'
and commercial acts that are nor
subjectto
Agreement and the
pariíership Ãgreement .oi,ä1il;iate claim' Nothing contained
¡; ;i;Ë;ent
of anvcontractual
governmentat immuiöi;';J;å"n with
other*rights to challenge jurisdiction
, herein, however, ,nuiiio*,i*te
a waiver
"ö;t-ïlî;mend'n"nt
ïäilïã"1ä"p""'
fo' iq iong us the Facilitv is in
Wealsoacknorvledgethatbecause.youandeachLenderwillberelyinguponthestatementsmade
*," ru"itTi';Ët"{,;;-!l!.-B:;"**, Þartnership
herein in connectioÑ;il;;khs the Agreement will not
place, paymenrs we ;;" ;;á; the Subsciiption Agreement and paid into the above
contriburions are
iatisff our obtigation'ï, it nã oor capital
cr"Ä*it-",it unress s_uch and of each loan
acknowled€e ,át t of the credit Agreement
account. we hereby ";;;.*ü-,1t" can be modified
document delivered in- ronn""tiãn
""d
,t,"*itt ?*U""tiu"ly the,liLoan Documents')
us or our pro;;;;à, i"*;rer, t¡at tino event shall any modification of
noüce-to
without further pocull;#";il;;;
"onr"nt; ;ighi; or obligations under the Partnership
the Credit Agreement or any l-o* \ùe hereby fr¡rther acknowledge
Agreement or the Subscription
Agreementî;,h;";;;. written- consent'
oittr" ¡toi part of vour ot iheir rights under this
and agree that you ;;di";"ny ld;;;ãr"ign and the Loan Documents'
confìrmarion to any assignee'of
your/theit;;;il;Jíäé ct"a¡t'egreement joindv bv vou and the. Generar
and rhar this confirri.iiå"-*rìi
íemain ,n ;ff;ì ilt ;; ";"
norirõ¿

5820202.4

Pf\/.-2112
which notification you agree to deliver to us at the address
Partner that the Facility has been terminated,
set forth below promptly upon such termination'

Youagreetokeepconfidential.allnon-publicinformationaboutusprovidedtoyoubyusorthe
tftut is desigrated confrdential; províded lnwever' that
Borrower pursuant to the Partnership Ag¡eerneit participates
such. i4fãrmation: (i) to any Lender that
nothing herein ,r,un prl*nivãu-¡oå aiî"priú ";t prospective assignee or
uny urrign"", participant or
in the Facility ol any Àff;ll"í; of any l,"n¿.r;'tÏiiiá (iii)to the
in #iting to åà*pry *ittt-ttrã. pronirions of this
paragraph;
parricipant which has of any Lender'
"gr;;J and othËr professional advisers
employees, directors, agents, attorneys, u""áuntãtttt, (iv) upon the
assignee, participant, prospective assignee
* puni"ip-t or theír respective Affiliates; you any Lender;
request or demand ;t;;":*mentai¿uthotity ¡""¡,ig or asserting jurisdiction over 9r
"f or as may otherwise be required
(v) in response to any;r#;il;t rourt.ot oti"í lou"tñ**t"l.authïrty in with any litigation
o, ,"quit"d- to fo to
pursuant to any ,"qu,r"Àrnt of lai; (vi) if iequestià "onnection
in breach of this paragraph;
disålosed other than
or similar proceeding; (vii) which has b-een ;;úlúy or any other Loan
(viii) in connection witù túe exercise of u'i rÀn'"áy- under
the Credit Agreement
such disclosure is required by law'
Documenü and (ix) op* tft" uanice of counsäl that

lRnpr¿nopn oF PAGE INTENTIONALLY LEIrr BLANKI


' [stGNATlrREPAGEFo¡'l'owsl

'5820702.4

PM-2113
AUTHORITY CERTIFICATE
Ð#r 'ft(yúw>+_IL
, the duly authorized :
of the
The undersigled, :: .
Sytt"* t1"ligttor'), in connection with
California public E*;ùy;*' R.tit"*""-t
the Credit
(the'tredit fgrgement")'and among Page Mill
by
Agreement entered into ár to be entered intó
properties II, L.P., as borrower ('Bonower-), rne Sovul B.afik:f scotland, as agent and as
with Agent' the "Lenders")' and'
lender (,'Agent") and the lenders named theiein lcollectiv"ly
;äïs HEññi óenrlev that: '\ (,,-^tTr4<-\

Attached hereto as Exhíbít Ais a true, correct


and complet€ copy of the ,Úa:ùçr-l'
1. directly or indireõtly' to Borrower executed
Subscription Agreement (as defined belowf relating,
#äit""";ätir"""r.'
and complete copies of Delegation
2, Attached hereto as Exhíbìt B arelrue,correct
13,lg95 of the State of Califomia
of Authority (nelegalion No. 89-01 n",r'¡,ãaieO Deáember
System, and Delegation of Authority
Board of Administration Public Employees', Retirement
juoã lZ, 2002, of the State of California Board of
(Delegation No. 89-f3 Rev.) dated
that: (a) authorize Investor to invest in
Administration Public r:ãpíoy""r'n"ur"-Lnilyt,"*
Borrower and to äJ äeliver (Ð th; Ame;ded and Restated Agreementbeofrestated'
Linrited
"*""uL dated as of Juiy 26,2006 (such agreement
partnership of Bor¡ower
as it may
tìme, th" "Partnership Agreement")' (ii) the
modified, amended or supplemented from iime to
SubscriptionAgteementiårtheBorrower(;SubscriptiånAgreement'')ofInvestordatedasof
(thã "Investor Confirmation Letter")
,oly 26,2006, and (;lih.lnvesror Connàutiotr t-",t"t
of the Agent for the benefit of the
dated as of , 2006, made bylnvestór in faìor
and (c) are in full force and effect on the date
Lenders; (b) have rrot U"ã altered o, ,"p"ul"à;
hereof.

3.Asofthedateoftheexecutionanddeliverybylnvestorofthelnvestor
elecled' qualified and
below wás a-duly
Confirmation Letter, each of the individuais named behalf of
acting off,icer of Lrvestor and was duly authorized
to execute and deliver the same on
the individual's name and office below is that
Investor; and the signature set forth opporí*
individual' s genuine si gnature:
Office Signature
Name

Judy Alexander Portfolio Manager

Robert Eberhardt Portfolio Manager

Alfonso Fernandez Interim Senior


Investment Officer

RandY Pottle Portfolio Manager

52316\1276776v1

Pf\/'-2114
EXECUTED as of '
2006'

CALIFORNIA P1IBLIC EMPLOYEES:

0TT(_tr_

Vl4n"rrGvA

52316\1226716v1

PMt-2115
' 2006

as agent for
Greenwich Capiøl Markets,Inc'
The RoYal Bank of Scotland Plc
600 Steämboat Road
Greenwich, CT 06830
Attention: Fergus Smail :

Re:creditFacility(the"Facility")evidenced-bvttralcertaincreditAgreement(asthesame
time to time, lhe "Credìt Agreemenf')'
may be modifred, amended,. äi t.ti.r"¿ from
tï."¿ Page Mill Properties II' L'P' ('Page MíIl
ã;;t" enteredlnä .nots ('Agenf)
""r"r"J.i"ïã
properries,,), as borrow ., (;;';r;i;;;i îlt.ñovul Bank of sðotland, as agent
f"náárs named therein (each' a "Lendef')
-¿l*,t
Ladiçs and Gentlemen:

ThepurposeofthisletteristoconfirmtoyouthestatusofourinvolvementinPageMill
r,op,,ti",inãiJ"o,..Jn'öäl"'l.""wledge,certainâspectsoftheFacility
WehaveenteredintoaSubscriptionAgreement(the,,St1!s-crìntío|48,"".ry"f,).fatedasofJuly
into the Ainendedlnd Restated Agreement
of
26, Z066,with Page lvilff
pi"p*¡1, una *" iãn" time to
"nt"'"ì tufther amended and restated from
Limited parhrership of Page Mill Prop-erti"t ö';;;å"y used ry
and not otherwise defined herein shall have
,,p.arrnershp )î*"**r, uit *pituì""Ji"''"tt
time, the parrne"nií dut"d,u, of July 26,2006' pursuant to which
rhe meanings ascribed thðrero
in the ttiî!y:*à anA (ii¡committed to tund capital
interest'i'n Fã'ge Mlll Pt?P:li"t;
we have: (i)purchased a partnership
u*åu'üof $f OO'0ôO'0OO ittrè "Capital Commitmenf')'
calls of page Mill ProfJLs
P9¡ l¡Wù
¡¡¡ the
in aggr"gute
!¡¡v eÞÞ' 'Þ-'-

funded $0'
has been "called'o' of which we have
To date, $0 of our capital commitment of one or more Funding
remains to be dr¿Iwn upon túe delivery
$100,000,000 of our Capital Commitment
the Parrnership Agreement.
ft"îrJä, í*;""rt ," unáin u""*¿a¡ce.wirh
use commercially reasonable efforts to
deliver
. vy'e hereby acknowledge and confirm that we will ó of the Partnership
purtnu, it, ¿rlìí"J t" yo,r, 1ij iitä'mtlr*"i.oi .g3t"tiu" d
in-Section 5'
to the Generul without unreasonable effort or expense; and
infor*átion .ãn'U" obtuin"d
Agreement to the exteniiu"t forth the remaining
the General Pafner a cefüftcate setting
(ii) from time to ttt;;;;;" ,ãqu"rt
.of (the"Available Commítmenf')'
Capitaiöil;il;;i*ni"rt *" ãtt ãiiig*ø to tund
amount of our
that under the terms of and subject
to the limitátions and
We hereby acknowledge and confirm to fund our Available
partnãrship Ag"e;"i, *" ur" sh¿ll.remain obligated
conditions set forth in the "nd in accordarice with the terms of the
,rquir"J'ãn ãccount'of ¿.pitJ"J"ilt ãuly made.
Commitment as a re sult of the failure of any other
parfnership Agreement (inctuding, without lititãti"",
ihose
'equi'ed without setoff' counterclaim or
parrner ro advance funds with respect t" iîiã'ittg Ñå'i"t
dúly made)'
"
defense.

Wehereby:(Ðconsenttoandacknowledge:(x)the4:1îebyPageMillPropertiestoAgentof
payments of ãtt or any portíon ïf out
Available Commitment in
the right to call unà're"eive all Agreement; and (y) the
accordance vyirh rhe;;s of
,n" Éurtn"rutipäft"t"nt,i1a t¡" Subscription such rights' to secure all
further pledge Uy rugJvî' n op"rti"r.tod#
iit th" .qi:l¡ of the Lenders of our knowledge' as of the
to
loans made under thã Faciliry
(collectively,"n-"i'ioon'''); (ii) rePresent that'
pä"ugt of time or notice would constitute
ää" rr".r"r rhere is ;" äir"i);;;t*";'1#;;H"h;ñ;''"

5 820202.4 5820202 4 5 820202'4

PM-21 16
to, or right of offset againsÇ
partnership Agreement, which wourd constitute a defense
a default under the reduce our capital commitment and
to our
our obrigarion tofund;; cõtrlî co*miimeniãr otherwise
j;f;;'.o, or right o'offset against' our obligation
to fund '
knowledge, as of the ¿"æ ùËàr, there is
"" is coitained in the Subscription
our Capiral Commitment;. (iii) confirm
""t";;;;""å¡i;;:;r'i1 has each been duly executed and
Agreement andþaÍnership Agreement
Agreement, that the SuUr"rçtion äut[ution' and is enforceable against us in
delivered by us anct constìtutes
ä'#ãiõ
our valid "bankr-uptcy, fraudulent transfer'
a ^"ppli"^ule inso}rn"n"y,
accordance with its terms, subject to time in effect
creditors' riihts.çn"rally from time
fu*' ufiJ"iing
reoreanization, moratorium and other is in place' the
and-ro generar prin"iílä'oî;q;iry;
(i")""k;;Ëds"l'r,";-pti-", lãne as ihe Facilitv modiS' supplement'
f'åu" ugå"d v/ith you not-to amend'
General Partner and Þuge Mili Properti"s the Subscription Agreement or:
terminate, ,"iu"î o, ,urprnd uny or our" obligationi -under
cancel,
partnership agr""*"ni *itt oul you, prió, *ìittãn
coní*t; (v) confirm that our excuse rights under
parrrership,Agreemenr *";;;ì;;";ã"ã . pè-it us to obtain' and will not be used by
of the or you' for
sectionS.5
obtain, ur, *y c"pl;;i ô;;"ilutiqn called, by Page Mill P¡operties Facility is
us to so long as the
or "*"ur"'frãr'nir,""ii"g
r"puy*ni"i i*"ilirlt tuiiã"r**ledge and
"onránítnuifor
the purpose
oit"*lr" interest in Page Mill Properties or
place, we will not pledge, hypothecate o, long the
in ""n"umber-our that' for so as
oui rigþts under rhe subscriprion agr""-"r,,iån;
i;jacknowledge and confirm will b-e made by wire
S"Ut"riplion Agreement
Facitity is in ptace, uflï"yrît"t,, ryg" ItStàt'íf'" for the Loals:
ransfer to rhe following account which
B;t;;;;
the has also pleåged as securit¡r

Bank: The RoYal Bank of Scotland


AccountNumber:
ABANumben Line Account
Reference: P"g" Mtll P*perties lI, L'P' Subscription

as the Credit Agreement is


in effect, we shall; under the terms
We hereby agree that for so long pu'tno'hip Agreement' honor any Funding
to tfre limitatiã", conditions set fortt¡ ;n it'" setoff'
and subject ""¿Properti"' äîlít"'"¿ to us in the name ãf tn" Agent' without
Notice with respect to Page lvfill commitment into the above
by funding the appliJi"-pãn1"" of our capital
counterclaim or defense payable obligations of
i, ¿"i¡äãJrå;;;ó"t* otpãJing due and
account, provided such FundingNorice
ffiffiJ;;;d*,1* Faciliryl
letter, the Subscription
making and performance of this
We acknowledge and agree that the and commercial acts that are not
subjectto
Agreement and the Part-nershipÃgrcement "o|,*ff;;iiate of any contractual claim' Nothing contained
with
. sovernmental immuniÇ'inî"i""Jri"n 'il ""i"t*tent other righrs to cha'enge
jurisdiction
ñerein, however, ,h.lii"*;#," " *ái"r, "räi;'i1îïilJtm"nttr
;;;;;;;1" unv ãi'P't"'
;tar€menrs made
Wealsoacknowledgethalbecause-youandeachLenderwillberelyinguponthe:
to the,Bono*"" fo' io iottg as the
Facilitv is in
;;ffi;C trre
¡a9iiiù
*"luui" AEeement will not
herein in connectíon Agreement and the Partnership
place, paymen* we ,r"i" un¿"i the Subscription
paid into the above
fund our Capital Cotåti't"n"t unless such contributions are
to
satisfu our obligation
un¿ ugrãr'ii^i'rrr"',.r"r of the
credit Agreement and of each loan
we acknowredge
Ïhe..'lLoan Doeiments") can be modified
accoúnt. hereby
document delivered il;;;;;;tl';; iùrr"iiìr' î*lr"'tin"lv
'fi"äã"a, any modification of
ro us or our consent; howáuer, tnJin no event shall parrnership
norice
without ñ¡rther
Agreement or any r_oun po.ufJni"íit"i"r"i';igh;"; obrigations under. tt¡e
rhe credit
this
you rc"i"rr'*^v ãttig" ull o.' putt of your or their rights under
AgreementortheSubscriptionAgreement*itt'ou'ourwrittenconsent'Weherebyfurtheracknowledge
rhar the Loan Documents'
your/theìr ,ìTrr" ,iJ"r ìi" credit'Agreement
and agree ";;;i;;t of"írr," and
confirmarion ro any assignee we u," notifid jointly by you and the- General
thar this confirriã,iã" *¡U iemain in elf""t until
and

5820202.4

P\/'-2117
you agree to deliver to us at the address
partner that the Facilþhas been terminated, which notification
r"ii.t*, below promptly upon such termination'

Youagreetokeepconfidentialallnon-publicl"f:ry*gaboutusprovidedtg'yiÏbyusorthe thal
purtn"rship Agreemaåiinæ is designated confidential; provided however'
Borrower pursuant to *" thal paficipates
ìafãrmæion: (i) to anv Lender
nothing herein ,huil p;;t y;¡å'î,, _aiî.prü ";ñ;;h assignee or
tá any assignee, Participant or prospective
in the Facility or any Àff;lt^ir of any l,rn¿.t;- til) próuirionJ of this paragraph; (iii)to the
participant which has in writing ro of
"gr"J "àípryiÍtrr.*,ã.
ur"áuntãío, and othår professional advisers any Lender'
employees, directors, agents, attomeys, Affiliates; (iv) upon the
assignee, parricipant, fårp"ttin. ur.þ", ;i't*"f* 1,l'.
respective
or any Lender;
t'aving or asserting jurisdiction over-you
request or demand of any governmentat.authority or as may otherwise be required
(v) in response to any oiAä of uny court.o¡ *i,"í
g"""tñ*ental.authËity
in connection with any litigation
pursuant to any ,"q.,,r"-À"n, of law; (vi) if requãst?ã
oti"q'ited to do só
other than in breach of this paragraph;
or similar proceedrng; (vii) which t-ras b-een Ñì;;i';tt¿losedthe Credit Agreement or any other Loan
(viii) in connection *itù iú" exercise "f ""í;;-jv-un¿"'
that such disclosure is required by law'
Document; and (ix) upon the advice of counsel
'' [Rruennrn^oF PAGE INTENTIONÀLLy LErr BLANKI
, ISIGNATURE Pncn For'r'owsl

5820202.4

Pl/:t-2118
Page 1 of2

Pottle, RandY

From: Nesburn, Matthew C' [MNesburn@coxcastle'com]


Sent: Thursday, August 24'200612.25PM ' -

To: Pottle' RandY


.'
. t.

Randy,
that
certifìcate as previòuslv drafted stated
has just rearized that the authoritv
sorrv-ofto confuse things, but the fund subscription r-pi''no*"vo' Josu signed
one the parries signiÁg rhe cerrificate "ign"Jth" one oJinã parties berow signed the
"gr""å;ãii.ä'ii
ituiing tnai
lnvestor
is a revised
those documenrs. so, aitached the other docs were duly
Letter onty. The credit í;;i',tyl;"á"r will relv
;ffi]"s"';pìiió" rot tne tact that
""rt¡ä"åt"
authorized.

lfvoucan,pleasehavethisonesignedinstead'lfithasalreadybeensigned'thenlwillmanuallycrossoutthe
tä' tn' "".tricate'
;"'.i'äiJ ii'åi n"Lo to úï;;;;ã
Thanks,

Matt

MatthewC.frregb-gral.Çox,Castle&NicholsonLLPl2O4gCentury-ParkEast'2SthFloor'LosAngeles'CA90067l
'àa¿
788s mnesburn(ôcoxcastle'com
äiLiå*. rirõi nzt'tr"î,'tãiol 277 I
::ltobeused,anditcannotbeused,byanyoneforthepu.rposeof:(i)
î.îïiïü.,t;jéi;i.;r"o",uliåîåi,,,ãit¡ilp'"å'otins,mark'etìn9o1..
This correspond'énce is timited to the
to anoirräi'pu.ty trans,a.ctionyåï.åät*ããoressed-nerein. treatment of the
recommending "ny noo¡tinJ;;;;t;texist tnåt couid amect the tax not consider or
one or more issues o¡=årt5.o i ér"in. *rrs corrðspondence does
tn,"
transaction or matter that is the subject "t "îrrl"-p.nJ"î"ã. gnlläãõði"s legend has been affixed pursuant
orovide a conctusion with respect to any.sucn ä;';ã;;i i=;ues'
ioU.S.TreasuryRegulationsgoverningtu*p,ã"ti"ä.)
may.contain information lhat is
th" rxclusive use of the addressee and iårietiverins this document to
rhis communicalion is intended onlv for "Ì:::"-'::-'=^?::i:;ä;;ñtibl"
Åüiiãö:Ë¿äîi;;"'inutión' ¿i"iñ¡"iú"-"-' *pvins or
ili:fîi*i::î'åX"å'$is siric,'y prohibited. rt vou Iã"" i"ceiúed tn¡s coÃiìniiáiiá.
"j.ï:ïoi'å.iî'å?:åî'ÎJ:Ëi,: in error, prease ca* us promptly
this communication
änã ,""urerv dispose of it' Îhank
you'

-:---Origina l Message-----
rrom: Ñesburn, Nãtthew c'
S.nt, W"Onesday, August 23'2006 5:50 PM

To: RandY M' Pottle (E-mail)


Cc: Rosenberg, David S'
ãubject: eagã Nitt ll
RandY,

and fax all signature pages back


Aswediscussed,attachedisarevisedAuthorityCertificate.A|soattachedisaNoticeofPledgethatthe
fund is now requesting calpERS
to s¡gn.'i, *Ë J¡icrrseo' pre"tã "ign
your convenience
rie originals at
ü';jäil ffi;;; o-erow ano send

Best regards'

Matt

a/1<11nnÃ

PM-21 19
Page2 of 2

MatthewC.NesburnlCox,Castle{t':l9l:onLlfl2q49Cenlury-ParkEast'28thFloor'LosAngeles'C4900671
mn es bu rn (ocoxcastl e.co m
äiåi.+i rõ j' iei
g
2-zzt' lrai:' ( r o) 27 7 7 88s I
: : to be used' and itcannot be used' by
anyone for the

*F"ro'i;.""*ä;,:ilï::ff:.iTJ[:H;#ñ;å;;Ú;i{1siãtãifederaliaxlâws;or(ii)
recommending to unotnãi pu'ty any iransaction
or matter addressed herein' This
brohot¡ng, marketing or issues may exist that
more ¡ttr!ãäiJ"r"åeà nerein' Additional
borrespondence is timited to the one or of this correspondence' Thìs
could affect the tax tr*trå"i "i the transactioÁ
* rãnurt'at is the subjectto any such additional issues'
provide u ãon"rurion wilh respecl
correspondence does Áài ãon"io"r or governing tax practice')
(The foregoing legend has been affixed
purtuäñt-io-iJS' f'""t"y Regulatioñs

may contain information


for tle-:xclusive use of the addressee and
This communication is intend.ed glty or someone responsi-bÌe for delivering this
that is privileged or lf you are not the addressee,
dissemination'
"onäàént¡ãi
document to the addressee, you may not
read,-"ãpvïi¿ìtti¡out" ¡t' Anv unauthorized this communication
iJ iit',Jtrv'piåîiqt"ã, rty"ú have received
distribution or copyins ãiin-¡i'"o..n*lnication
o¡tpoté óf it' thanx you'
in error, please call us;;;ñily ;Jsécurely

3.n\l)006
P\n-2120
xîø
,""ç"f,}f"P#" - Rear Estaie
Post Otfice Box2749
Sacramento, CA 95812-27 49
isro) zes-s¿oo
(eto) zss-¡e65 (fax)

DATE:

TO:

COMPANY:

FAX NUMBER:

Judy Alexander Gregory Cech


FROM: Amít Agganaral
Jane Delfendahl Bob Eber:hardt
Tod Davis
Katherine Fox Laura Gonzales-Woodwa rd
Al Fernandez
Wenning Jung Lynn Keay
Al Grijalva
Bob Langhi Omar Martin

Jose McNeill Sandra Plasencia

Craig Rochette Diloshini Seneviratne


Jackie Sumner Paulette Wells

page):
NUMBER OF PAGES (including cover
rmhr 'tted not legible' please call
tFra ¡arra¡'r nt
lf you do not receive^ the correct number
of pages transmlneo or copy ls
is rrur

the above'referenced person at (916) 795-3400'

NOTES OR COMMENTS:

NO
oRrcrNAL wlLL FoLLow' -Þ6.,
California Public Employee's Reti¡eme-nt System
400 P Street' Sacramento. CA 95814

Pf\A-2121
Conf ¡ rmat i on RePort-MemorY Send
T ifne 08-25-06 1 2:06
Tel I ine l: +sl 67953965
Name PERS INVESTMENT OFFICE

Job number 753

Date 08-25 1 2:05

To 9r 31 02717889

Docunent Pages 03

Start time 08-25 l2:05

End tine 0B-25 l2:06

Pages sent 03

Job number :'753 +X* SEND SUCCESSFUL +**

.a(r?Þ---
,-**tl.P-FoBS,* RÊ€r Estato
Fôst Office Bo^ ?749-
êãéi=--^.o, cA e5a12'2749
{s16) 795-34OO (fÉx)
¿916) z9s-396s
' .TRANSESTA]-E
RE.A.L [J|\¡ITT
FACSIÌVIILE N'¡IT'T.AL COVEFÈ S HEET
E)A-TE:
-ro:
coÌvîP^NY:
FJA:K NLJIVIBER:

Affì¡Î ¿Aggsl.wA! Jud), Alexander Gregory Cect1


FROM:
-T-od Þav¡s Jane f)elfendalìl BoÞ Eberl-¡ardt
Al Fernenctez l<atfrer¡ne Fox Laura Gonzales-V\roadward
.A,l Gr¡ialva ! Jenn¡rlg Jung Lyññ r<eay
Þoþ Langfì¡ omar lvrarr¡fì r4-19Þæqk
Jose MGNeill Sandra Plasencia (eana¡r Porl.le-./
êraig F¡ocrlette Þirosl-¡ini senev¡ralne ÈãTE'ã;ãéíãcking
Jack¡e Sumner Pautetle \^/ells
Ì-ILJMBEF OF PAGÉS (¡nc¡ud¡ng cêver page):

¡fyoudonolreceivetr¡ecorrectñgmberofpãg-estransrniltedorcoPy¡snÕtlegiÞle'PIeaSeeall
the above- r=rere n.Ji';: r-=;; åi iö i s> z ss-å+oo'

oRTGTNAL wrLL FoLLo* Þ{i==


c a I ¡forn ¡a P u Þ ¡-c E m P¡oy €e's f<etlre mo-ñ1- s t/s¡tm
4oo P slr€et. sacramenSo' cA 95844
-No

Prv-2122
i
<CoxCASTLENIcHoLSoN> Cox, Castle & Nicholson LLP
2049 Gntury Park F-ast, 28t Floor
l.os Argeles, California 90067-3284
ï P3t0.277.4222 ß3r0.277.788e
I

Å 4.
Rosenberg
David S. #t I
310.284.2257 v^/ "Y
n/-
drosenbcrg@coxcasde,com
File No. 523 16
4

August 18,2006
l

VIA OVERNIGHT COURIER


'

Ms. Katherine Fox


Califomia Public Employees' Retirement System
400 Q Street, Suite 84800
Sacramento, California 95814

Re: Page Mill ProPerties II, L'P'

Dear Katherine:

please find enclosed the following documenfs to be executed in connection r¡'ith


II, L.P.:
the credit facility being entered into by Page Mill Properties

1. AuthoritYCertificate; and

2. Credit Agreemenl'

please have the appropriate person at CaIPERS execute the enclosed documents
where indicated and return the same to me ät yout earliest
convenience' Plcase note that the
separate cover for Peter Mixon's signature'\
f"gái opirrion has t"en r"nì
""4.t
Please call with anY questions' \1"'

David S. Rosenberg

DSR/kv
Enclosures

52316\1229t7 lvl
www.coxcastle.com Los Angeles | Orange Counry I San Francisco

Pf\/'-2123
v NOTTCE OF PLEDGE :
"t'Au^u
Sysltem ("Limited Partner")
ßotø,ç-¿
California Public Employees' Retirement
Lincoln Plaza East
;ôäo ú*, suiteE4soo
.Sacraäento, CA 95814

PROPERTIES tr' L.P''


Re: PAGE MILt

("General Partnet'') of
PAGE MILL PROPERTIES Il GP' LLC' general partner
pa ge Mi rr t'l"l ?*"
;p *"""*¡i¡çi* Ï, $ ::lgå *ïÏiî$'f :ða,,lt
".:*nt :: n and qt
I
derined ave
IiîäÌlt'"i:iï:ì sh ar h
J åJi "ìil"*i" n
+;;"*:rut¡#:: theieo in th"
"
portn"t.iip ",,
æ*"Ã""i1 t'î*y
¡

notifies you that each of the


the mèaning ascribed Royai Bank of Scotland'
il;;;iP*""r t os pt"ãþå-ãna assigned to îhe
ct"ã¡t Agreement daterl as of August '
putnership and the
plc, as AdministratiË"öt'ry:ùlt::iË""Juì"
pÀóî-rr,ulr pnoprniËlu, i.p., as Bonower, Tm RoYALBANK
OF
2006 by.and arnong Agenl"), the several Lende¡s from
scoTLAND pLC, as adminisùativr_ç::rtìää;ilr1r¡:r9 ir¡¿nXgrs' INC'' as Sole Lead
time to time parties-tlr"i"to .n¿ CneeNWióä"õÀpnru caìls on all partnerx in the
its ;ifit ú-;*:
Arranger and sole n"åìi r'a'"áe'' ti) :"Pt-t:t
caPitat contfibutions under the
Partnership
parmership, and (ii) its righr ro receive p"v*"illi bv the
Agreemenr and th¿t "",irÏ"-dru'rcription
Ãäämå|Fted-.Ïlt- tu' 2006 General Paitner has
and between
purrnår. N"i-th"r the Partnership nor the
partnership and rhe î;td Partnership and the General
previously norified,nã'äÀ*à
p-,n", ä;;;;; ù"d*"."Ille as provided
parmer,s righr ro make capital calls or *"ftåi"å^oit;;;;; ¿^pital contributions'
for above.

AND
GENERAL PARTNER FOR ITSELF
THE PARTNERSTIIP:

PAGE ]VIILL PROPERTIES II GP, LLC, A

Delaw ircd liabilitY

David A.
Authorized

584944¡ 2

Pl\A-2124
By:
Name:
Title:

5849441 2

Pl\/'-2125
2006
'
.:,
for
Greenwich Capital Markets, Inc' as agent

The ß.oyal Bank of Scotland Plo


ä*uoatRoad
:

ãõo st
ätË""*t"rt, ct ooA¡o
Attention: Fergus Smail
(as the same
by that certain credit Agreement
Re: credit Facility (the "Føcílíty") evidenced
Page Mill Properties II' LP'
("Page Míll
entered into or to be entered i*" ly î"4 "g"1g gunk or s"otland, as ægent('Age4f)
propertíes-),as borrower d;;;;;;;;i nr. {g.y"r
i""áL"t"t"d therein (each' a "Lendef)' '
"tí,t.
Ladies and Gentlemen: ':
to you the statusr,ot,,$ tn*tt"llttttt
The purpose of tbis letter is to confirm
r'op.,t¡Jr'äffi""o,,ü ö *ä-;;h9-t"dge' certlin
ã'::"::t:, Faclitv' : '

(th:,,Subscrþtío\4g,u.\""/,), dated as of July :

We have entered into a Subscription Agreement Restated Agreernent of


26,2(06,with page rø'r nop"rti.r, u'd *"'ñ;;;";rr"d into tt " emen¿ed-and to
page Mill propcrrl", ö'*-.;.v u: further amended and restated from time
Limited partnership of herein shall have
-, tå""tït"¿ -""d not otherwise defined
time, the "pørtnershþ )s1i"r*n "tt "upitui"J d1l,ut of July 26'2006'pr¡rsuant to which
the meaning, ur"¡u"iitil; t;rh.;p.#.ftipïgtî"*t"+pãge Mill Þropefies; and (ii) committed to fund capital
Y we have: (i) purchased a partnership int"rrri-il
calls of page Mi' properties in rhe
*iapítøl Commítment')i
"ggr"gut.'uå;1;ïï00,õöO,OOo'1tttt
'
.i

we have flrnied
ritment has bem "called"' of which 'f0. '

."åili.:"Jil'TL:lH*uin, to be drawn unor, ã"ri""'v ãr .*or more Funding


, , oo,ool,îooo'å?"i 1"t1"
with the Partnership Agreement
Ñ;ï;;;il,ru* to
';fi;;;*'d""ce
V/eherebyaclrnowledgeandconf,trmthatwewillusecommerciallyreasonableeffortstodeliver.
5-ó of the Partnership
. to the General parrner for delivery totij ärã-iJ"*"ation describ ed in'section effort or expense; and
you:
Agreemenr to tt. "^irnisuch informãti." "T"'U"'"ùäü.1*irhouiun"asonable forth the remaining
the General Partner a certificatè setting
(ii) from time to ,r*"îã"'ïL" ,tq""rt of commílmenfl)' '
amount of our
which;;;bü;;ted to fund (the"Avøìløble
caprraicå-rnir*.nt
and
the terms of and subject to the limitations
we hereby acknowledge and confirm that under to fund ow Available
conditions set forth in the
parrnerrr,ip eg""å";;;;;" -¿ sr,all remain obligatedwith the terms of the
Commitrnent ,equi"d-on account
of ;"ett"i.';Ji;!¡;-T^a:-".:-Ï ut"otuance
of the faihue of any other
without limitation, those required as a result
Partnership Agreement (including, duly made)' without setoff' counterclaim or
partner to advance fi¡nds with réspect t" " f"iãtttg Ñáii"t
defense.'
(x) the pl:lq" by Page Mill Properties
to Agent of
We hereby: (i) consent to and acknowledg.e: Available Commitment in
payments of à'll or'any pottitn "f "*
the right to call anà'recei*" all pa.tn"rri,tï;.*.",, i9 t¡" Subscription Agteement; and (y) the
accordance with the i.',o, of
,h" rights' to secure all
further pledge by
page Mill properri.r.,o.¡Ëår,i i;;th" il:¡J of ihe Lenders of suchlsrowledge' as of the
(collectively ,'rn
l'ioorr'); (iÐ represent that, to our
loans made under the Facility time or notice would constitute
o, circumstan"" *ltitf *ítlt tf,. pã'"ug"
of
date hereoÍl there is no default,

t.4

Plll-2126

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