HomeMy WebLinkAboutAmerican Stable Value Fund, LLC -2007 08 24
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CORPORATE HEADQUARTERS
801 North Brand Boulevard
Suite 800
Glendale, CA 91203
818.545.1152
Fax: 818.545.8460
www.americanreal.com
AMERICAN
REALTY ADVISORS
Institutional Real Estate Investment Management
August 3, 2007
Mr. Kevin Smith
General Services Director
City of Winter Springs General Employee Retirement System
1126 East State Road 434
Winter Springs, Fi. 32708
Re: City of Winter Springs General Employee Retirement System
American Stable Value Fund, LLC. Account No. 1139
Side Letter
Dear Mr. Smith:
This letter agreement (the "Side Letter") is written in connection with your investment in the
AMERICAN STABLE VALUE FUND, LLC, a Delaware limited liability company (the "Fund").
Upon execution by the parties hereto, this Side Letter shall be a binding agreement between the
parties, which may not be amended without the written consent of the parties. Capitalized terms
used in this Side Letter and not otherwise defined herein shall have the respective meanings ascribed
to them in the Fund's Second Amended and Restated Operating Agreement (as amended and
restated, the "Restated Operating Agreement"), which is incorporated herein by reference. This
Side Letter shall govern in the event of any conflict with the Restated Operating Agreement or the
Adoption Agreement executed by the CITY OF WINTER SPRINGS GENERAL EMPLOYEE
RETIREMENT SYSTEM (the "Trust") in connection with its investment in the Fund.
In connection with such investment, the Trust and the Fund agree as follows:
1. We acknowledge that the Fund's investment manager, American Realty Advisors, a
California corporation ("American"), is a "fiduciary" with respect to the Trust and we shall discharge
our fiduciary duties in accordance with the standards set forth in Florida Statutes, Sections
112.656(1) and 112.661(4) of the Florida Protection of Public Employee Retirement Benefits Act.
2. We agree that any action or proceeding brought by American solely against the Trust
or brought by the Trust solely against American to enforce the terms of the Adoption Agreement
entered into by the Trust shall be brought and enforced in accordance with Florida state law in the
courts of the state of Florida, with venue in the Seminole County, Florida; provided, however, that
nothing herein shall be deemed to prevent American from bringing an action, whether or not it
relates to the Adoption Agreement, against the Trust and other Members or third parties in the
jurisdiction, and subject to the venue and choice of law as provided in the Operating Agreement.
Atlanta, GA 11III Glendale, CA
It.
Board of Trustees
August 3, 2007
Page 2
AMERICAN
REALTY ADVISORS
3.
The Adoption Agreement and this Side Letter will be governed by Florida law.
This letter may be executed in counterparts, each of which shall constitute an original but all
of which, when taken together, shall constitute one instrument.
Very truly yours,
ifc
By:
Name: Stanley L. Iezman
Tide: President and Chief Executive Officer
STABLE VALUE FUND, LLC,
. ed liability company
~
.Iezman
t and Chief Executive Officer
Accepted and Agreed to:
CITY OF WINTER SPRINGS GENERAL EMPLOYEE RETIREMENT SYSTEM
By: ;?~ w. '}Vlr..o
Name: lIotAI A f.,.a WL 'frLc{,.. (! Wt--rJ/l...l7
Tide: C to""! ~ In A frJ...... c,.. C; ~
Date: fl- d. l{ - 01
F: \1'\ W\ASVF _ Client\ Clients \ 1139-City of Winter Springs General Employees Retirement System \ASVF Side Letter Agreement -Winter Springs 8
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