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Management
Investment Adviser PFM Asset Management LLC.
The features of the Pool are summarized below.
Fees and Expenses
These are the fees and expenses Shareholders will pay
when they buy and hold Shares in this Pool. The figures shown here do not reflect the effects of any voluntary
expense reductions. Going forward, actual expenses may be higher or lower. The Investment Adviser is obligated to reimburse the Pool for the amount by which annual
operating expenses, including investment management,
custodian, legal, and audit fees, exceed 0.22% of average daily net assets. There were no reimbursements to the
Pool for the year ended December 31, 2021.
Annual Pool Operating Expenses
(Fees and expenses shown are based on the prior year’s
audited financial statements and may be subject to certain fee waivers or recoupment thereof.)
Management and administrative fees 0.10%
Other operating expenses 0.01%
Total annual operating expenses 0.11%
For a more complete description of the fees and
expenses for this Portfolio, see the Expenses of the
Trust section in Part 2 of this document.
Past Performance
All performance figures shown here assume that
dividends were reinvested. Figures shown are fo r the
five most recent audited calendar years. For current
yield information, call (800) 729 -7665. Past
performance may not indicate future results.
Calendar Year Total Returns (%)
Cash Reserve Portfolio
Purchase and Sale of Pool Shares
Minimum Initial Investment No minimum.
Minimum Account Balance No minimum.
Minimum Holding Period 1 day.
You can place orders to buy or sell Shares by wire, ACH transfer, check or via the Internet using Connect.
Placing Orders
To place orders, contact us at:
Online www.camponline.com
Phone (800) 729-7665
Wire transfer orders can be processed the same Business Day if they are received and accepted by the Investment Adviser by 11:00 a.m. Pacific Time and if the Pool’s
Custodian receives federal funds by wire prior to the
close of business. Wire orders received after 11:00 a.m.
Pacific Time are processed on the next Business Day.
ACH transfer orders are processed on the next Business
Day if requested by 1:00 p.m. Pacific Time. ACH orders received after 1:00 p.m. Pacific Time are processed on
the second Business Day after the Business Day on
which they are received.
For more complete information on buying and selling
Shares, see “Buying Shares” and “Redeeming Shares.”
For information on the potential tax consequences of
investing in the Pool, see “Tax Information.”
0.00%
0.50%
1.00%
1.50%
2.00%
2.50%
2017 2018 2019 2020 2021
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CAMP Term Portfolio
Investment Objective
To provide an investment subject to pre-set redemptions occurring from 60 days to one year from the date of
investment, and that will produce the highest earnings
consistent with maintaining safety of principal at
maturity and meeting the redemption schedule. The
CAMP Term Portfolio seeks to assure the return of
principal on the planned maturity date, although principal value may fluctuate prior to that date, and therefore may be greater or less than $1.00 a share. There may be a
penalty for early withdrawal, and the NAV prior to a pre- set redemption may be more or less than $1.00 a share.
The securities will be valued using market values to
determine fair value of the Portfolio. The CAMP Term
Portfolio does not offer daily liquidity and therefore does not qualify under GASB Statement No. 79 to utilize
amortized cost for external GAAP financial reporting.
Rather, it utilizes market prices to determine fair value for external GAAP financial reporting in accordance with GASB Statement No. 31. Annual financial statements
issued for the Portfolio will include a statement of net position and statement of changes in net position.
The Portfolio may also maintain a rating from a NRSRO
and implement corresponding policies and procedures
designed to comply with additional rating guidelines to achieve the Portfolio’s investment objective.
Principal Investment Strategies
The Term Portfolio invests exclusively in the following types of investments, all of which are authorized
investments for Public Agencies pursuant to California
Government Code Section 53601:
• U.S. Government and agency obligations
• Repurchase agreements collateralized by U.S.
Government and agency obligations
• Bankers’ acceptances
• Negotiable certificates of deposit
• Commercial paper
• Corporate notes
• Supranationals
• Asset-Backed Securities
• Money Market Funds
For a more complete description of authorized
investments and investment restrictions for the
Portfolio, see the “Authorized Investments” section in
Section 2 of this document.
Main Risks
As with any similar pooled investment, there are several factors that could hurt the Portfolio’s performance, cause you to lose money, or cause the Portfolio’s performance to trail that of other investments.
• Credit risk The issuer of a security could fail to pay interest or principal in a timely manner. The credit
quality of the Portfolio’s holdings could change
rapidly in certain markets, and the default or decline
in credit quality of even a single holding could cause
the Portfolio’s share price to fall.
• Early redemption risk Early redemption penalties
charged to a Shareholder by the Portfolio could
reduce or eliminate investment gains and could mean
that the amount that Investor receives back is less
than the initial investment.
• Management risk Performance could be hurt by
decisions made by the Investment Adviser, such as
choice of investments or investment maturities or
timing of buy/sell decisions.
An investment in the Portfolio is not insured or
guaranteed by the Federal Deposit Insurance
Corporation or any other government agency. Although
the Portfolio seeks to preserve the value of your
investment on the planned redemption date at $1.00 per
share, it is possible to lose money by investing in the Portfolio.
Past Performance
The performance of each individual series of the
Portfolio and of each Shareholder’s individual
investment therein may vary. Past performance may not
indicate future results.
Management
Investment Adviser PFM Asset Management LLC
Fees and Expenses
These are the fees and expenses you will pay when you
buy and hold shares in this Portfolio. The figures shown on the following page do not reflect the effects of any voluntary expense reductions which would lower
expenses.
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Annual Portfolio Operating Expenses
(Fees and expenses shown may be subject to certain fee
waivers)
Management and administrative fees 0.15%
Other operating expenses 0.07%
Maximum total annual operating expenses 0.22%
The Portfolio may charge significant fees/penalties for any redemptions prior to the agreed upon redemption
date. As these charges are based on protecting the
interests of other Portfolio Shareholders, the actual
amount of the fees cannot be stated in advance.
For a more complete description of the fees and
expenses for this Portfolio, see the Expenses of the
Trust section in Part 2 of this document.
Purchase and Sale of CAMP Term Portfolio
Shares
Minimum Investment $1,000,000.
Minimum Term 60 days. Premature withdrawal may
result in a fee/penalty.
Maximum Term 1 year.
Placing Orders
Prior to placing any order, call CAMP’s toll-free number to discuss the amount and term of your investment and to get information on the projected yield. Once your
investment has been approved, you can place orders to
buy Term shares by redeeming available Pool shares.
Any additional funds needed to cover the purchase of
shares may be sent to the Shareholder’s Pool account via separate wire, or automated clearing house (ACH)
transfer.
All transactions for purchases in a CAMP Term series are dependent upon funds being available in the
Shareholder’s Pool account from which the transaction
originated.
To arrange or place orders, contact us at:
Phone 800-729-7665
Orders can be processed the same day if funds are
available in the Shareholder’s Pool account by 10:00 am Pacific Time. Otherwise, they are processed on the next business day so long as funds are made available in the Shareholder’s Pool account.
For more complete information on buying and redeeming
shares, see “Buying Shares—CAMP Term Portfolio” and
“Redeeming Shares—CAMP Term Portfolio.” For
information on the potential tax consequences of investing in the Portfolio, see “Tax Information.”
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Opening an Account
Eligible Shareholders
The Trust is a JPA and a California common law trust. The Trust will not accept funds for investment from sources other than California Public Agencies.
Account Opening Process
• Complete the appropriate Account Application. To
obtain additional forms, call (800) 729-7665 or visit
www.camponline.com to download them.
• If Participant Shares are being purchased for the
initial account, provide a copy of an ordinance or
resolution authorizing participation in the Trust, and
execute a conformed copy of the Declaration of Trust.
• If Investor Shares are being purchased, execute a
copy of the Investor Agreement. To obtain a copy of
the Investor Agreement, call (800) 729-7665 or visit
www.camponline.com. Complete a separate Account
Application, signed by an authorized person, for each
account.
• Provide a completed IRS W-9 form.
Send the above documents via U.S. mail to:
CAMP Client Services Group
P. O. Box 11760
Harrisburg, PA 17108-1760
Please note: UPS and Federal Express will not deliver
packages to a P.O. Box. If using one of these shipping
methods, please contact CAMP at (800) 729-7665 for an
alternative delivery address.
Or send by fax to:
(888) 535-0120
Buying Shares—CAMP Cash Reserve Portfolio
Once a Shareholder’s application has been accepted, an
investment in the Pool can be made using one of the
methods in the table on the following page. Funds used to purchase investments must be in U.S. dollars and must be drawn on a U.S. Bank or a U.S. branch of a foreign bank.
All investments must meet the terms described in the
Portfolio Summary.
Special Requirements for the Proceeds of Debt Issues.
Shareholders are advised to invest proceeds of tax-exempt borrowings by same-day wire transfer as any other method could result in delays in investing funds and, for rebate calculation purposes, may limit the Investment Adviser’s ability to track the investment of all the proceeds of a debt issue through a single account from the time of actual
settlement on the debt issue.
Unless all proceeds from a particular debt issue are
invested through the Trust immediately upon receipt by the Shareholder, and unless the recommended withdrawal
procedures are followed, the Investment Adviser may
decline to provide arbitrage compliance assistance or may require additional information from the Shareholder,
otherwise, the Investment Adviser may not be able to
complete a rebate calculation report or may have to qualify the rebate calculation report. The Trust may accept the proceeds of debt issues which previously have been
deposited or invested outside of the Trust, subject to the preparation of a rebate calculation report for the period prior to deposit with the Trust. The Investment Adviser will provide instructions and assistance in arranging for preparation of this report (see Part 2 - Rebate Calculation Services for the Proceeds of Debt Issues).
Investing
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Method Instructions Additional information
Wire (same-day
settlement)
• Initiate the transaction on the Internet at
www.camponline.com or by calling the Investment
Adviser at (800) 729-7665 before 11:00 a.m.
Pacific Time.
• Provide the following information:
− Shareholder’s account name and account
number
− Amount being wired
− Whether the transfer is by Federal funds
wire (preferred) or bank wire
− Name of bank sending wire
• Instruct your bank to initiate the wire on the
same day to U.S. Bank National Association.
Detailed instructions can be obtained on the
Internet at www.camponline.com or by calling
the Investment Adviser at (800) 729-7665.
• The Pool does not charge fees for receiving
wires. However, the sending bank may
charge for wiring funds. To reduce potential
charges, use ACH transfers as described
below.
• Important—A Shareholder must initiate an
Internet transaction or notify the Investment
Adviser by telephone of a deposit before
11:00 a.m., Pacific Time, and a Federal
Reserve wire or bank wire convertible to
Federal Funds on a same-day basis must be
received that day by the Custodian if the
investment is to begin earning income that
day.
ACH transfer (settles
next Business Day)
• Before making your first transfer, call the
Investment Adviser at (800) 729-7665 and
register for ACH transfers.
• A Shareholder may initiate an Internet
transaction at www.camponline.com or call the
Investment Adviser at (800) 729-7665 prior to
1:00 p.m., Pacific Time, and give instructions
for the movement of funds from its financial
institution to its Pool account.
• Funds will transfer overnight and begin
earning income the next Business Day.
• Funds may be transferred to the Trust by
ACH according to the written banking
instructions provided by an authorized
person.
• A Shareholder must notify the Trust in writing
of any changes to the specified banking
instructions.
Check (settles two or
more Business Days
after the order arrives)
• Instructions for depositing checks by mail are
available by contacting the Investment Adviser
at (800) 729-7665.
• Checks will be deposited when received by the
Custodian, and proceeds will be invested when
they are converted to Federal Funds. This
procedure may take two or more Business
Days.
• It is not advisable to use checks for
investment of proceeds of tax-exempt
borrowings.
Online • Before making your first online transaction,
submit a Contact Record Form, which may be
obtained either by calling the Investment
Adviser at (800) 729-7665 or by visiting
www.camponline.com.
• Use Connect to place wire or ACH orders with
the Investment Adviser.
• Instruct your bank to initiate the wire on the
same day to U.S. Bank National Association.
Detailed instructions can be obtained on the
Internet at www.camponline.com or by calling
the Investment Adviser at (800) 729-7665.
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Redeeming Shares—CAMP Cash Reserve Portfolio
A Shareholder may withdraw all or any portion of the funds in its Pool account at any time by redeeming Shares.
Shares will be redeemed at the NAV per share next
determined after receipt of a request for withdrawal in proper form. The NAV determination is made at the
conclusion of each Business Day. Funds may be
withdrawn in any of the ways shown below.
Method Instructions Additional information
Wire (same-day
settlement)
• Initiate the transaction on the Internet at
www.camponline.com or call the Investment
Adviser at (800) 729-7665 on any Business
Day to request a withdrawal and the transfer of
proceeds. Funds will be transferred to the Trust
according to the written banking instructions
provided by an authorized person.
• If your request is received before 11:00 a.m.
Pacific Time, funds will be wired on that same
day.
• Requests received after 11:00 a.m. Pacific
Time will be processed on the following
Business Day.
• Funds may be transferred to the Trust by
wire according to the written banking
instructions provided by an authorized
person.
• A Shareholder must notify the Trust in
writing of any changes to the specified
banking instructions.
ACH transfer (settles
next Business Day)
• Before making your first transfer, call the
Investment Adviser at (800) 729-7665 and
register for ACH transfers.
• Initiate the transaction on the Internet at
www.camponline.com or by calling the
Investment Adviser at (800) 729-7665 before
1:00 p.m. Pacific Time.
• Funds will transfer overnight and be
available the next Business Day.
• Funds will remain invested in the
Shareholder’s Pool account until the day
they are transferred.
• Funds may be transferred from the Trust by
ACH according to the written banking
instructions provided by an authorized
person.
• A Shareholder must notify the Trust in
writing of any changes to the specified
banking instructions.
Check • Upon request, the Investment Adviser will
provide a Shareholder with a supply of checks
imprinted with the Shareholder’s name and
account number for each Pool account.
• Checks may be made payable to anyone and
deposited by the payee as with any other
check.
• When these checks are presented to the
Custodian for payment, the Trust will redeem
the appropriate number of full or fractional
Shares from the Shareholder’s Pool account to
cover the amount of the check.
• There is currently no charge for
checkwriting.
• Funds will continue to earn income until the
check clears.
• If you use checks, you will receive images of
checks paid with monthly statements.
• Do not use a check to withdraw all available
funds or to close your account. Please
contact the Investment Adviser for
instructions on how to fully redeem your
shares.
• You may be charged a fee for writing a
check that is returned for insufficient funds.
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Buying Shares—CAMP Term Portfolio
Once your application to open a CAMP Term Portfolio
account has been accepted, you may invest in the CAMP
Term Portfolio by authorizing the Investment Adviser to invest funds in a CAMP Term Portfolio account.
Prior to placing any order, call us to discuss the amount and term of your investment and to get information on the
projected yield. Each investment will be given its own projected yield. Yields may vary according to the term of the investment and the interest rates available at the time of investment.
The Investment Adviser may ref use any investment or
limit the size of an investment.
Redeeming Shares—CAMP Term Portfolio
Funds may be withdrawn only as described in the table
below. Be sure that one or more bank accounts have been pre-authorized to receive redemptions proceeds. If there is more than one pre-authorized bank account, call 800 729- 7665 in advance to let the Trust know which account is to receive redemption proceeds.
Type of
Redemption
Instructions Additional information
Maturity • No action required. Proceeds will be
automatically transferred to the Pool
account from which funds for the
original purchase were withdrawn.
• Redemption value per share will equal the
purchase price plus dividends (at the
projected yield) minus any losses incurred
by the series (not counting those resulting
from premature redemptions).
Premature
Redemption
Redemption prior to
maturity date
• Send a letter to the Investment Adviser
requesting redemption prior to the
maturity date. Alternatively, you can
notify the Investment Adviser by calling
(800) 729-7665 and following up with
written confirmation of your instructions.
• 7 days after we receive your request,
redemption proceeds will be transferred
to your Pool account from which funds
for the original purchase were
withdrawn.
• Premature redemption amounts must be for
the entire investment or, for partial
redemptions, must be in increments of
$100,000.
• Redemption value per share will equal the
purchase price plus dividends earned to
date minus any losses incurred by the
Term series and any premature
redemption penalty.
Planned Early
Redemption
Redemption prior to
maturity date
• At the time an order for shares is
placed, Shareholders may submit a
request for redemption on a Planned
Early Redemption Date prior to the
termination date for the Term series
without the imposition of a penalty.
• No action necessarily required.
Proceeds will be automatically
transferred to the Pool account from
which funds for the original purchase
were withdrawn.
• The redemption value per share for shares
being redeemed on a Planned Early
Redemption Date is equal to the original
purchase price for such shares plus
dividends thereon, less such shares’
allocation of any losses incurred by the
Term series (other than losses resulting
from Premature Redemption of shares of
the series).
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Special Withdrawal Procedures for Proceeds of
Tax-Exempt Obligations
It is recommended that checks payable to the Shareholder and wire transfers to the Shareholder’s account be used only to reimburse the Shareholder for project costs already incurred and that appropriate documentation of such
reimbursement be retained by the Shareholder to maintain a clear audit trail of the expenditure of funds for rebate calculation purposes. Failure to follow this procedure could result in additional rebate calculation costs and/or issuance of a qualified rebate calculation report or a rebate exceptions compliance report.
If, at the time the debt instruments are issued, a Shareholder expects to make rebate payments and designates this on
Schedule A - Bond Issue Information of the Account
Application, the Investment Adviser will track withdrawals and will notify the Shareholder when cumulative
withdrawals from an account total the amount of the
original proceeds of a debt issue deposited in that account.
Within five days of such notice, the Investment Adviser will provide an estimate of the Shareholder’s rebate
obligation, if any, with respect to the account. To the extent the Shareholder has rebate liability, it is
recommended that the Shareholder open a separate account and fund it in an amount at least equal to the estimated rebate liability or reserve an amount equal to the estimated rebate liability in its project funds.
Upon receiving the above-described notification, the
Shareholder should promptly request preparation of a
rebate calculation report by calling the Investment Adviser at (800) 729-7665 (see Part 3 - Rebate Calculation Services for the Proceeds of Debt Issues).
Upon completion of the rebate calculation report, the
Investment Adviser will provide the Shareholder with
copies of the rebate calculation report. The Investment Adviser recommends that the Shareholder open a separate account to deposit the rebate amount identified in the rebate calculation report. It is further recommended that the Shareholder withdraw the balance in the separate account and make the required rebate payment within sixty (60)
days of the installment computation date (as defined in the applicable U.S. Treasury regulations).
A Shareholder could be liable for rebate payments in
addition to the amount identified in the rebate calculation report if, among other things, the date of the rebate
calculation report does not correspond with an installment computation date, if payment of the amount is not made
within sixty (60) days of the installment computation date, or if some future action by the Shareholder changes the yield of the related tax-exempt obligations.
It is advisable that a Shareholder not withdraw all of its funds prior to completion of rebate estimates and a rebate calculation report in order to track all earnings accurately and to fulfill its rebate obligation. Failure by the
Shareholder to follow these guidelines may result in the Shareholder having to fulfill its rebate obligation from other sources of funds and may make it impossible for the Investment Adviser to prepare an unqualified rebate
calculation report.
If a Shareholder withdraws funds from the Program prior to the end of a rebate calculation period and reinvests them elsewhere, the Investment Adviser will be unable to issue an unqualified rebate calculation report.
Emergencies: Right to Suspend Withdrawals
The Declaration of Trust permits the Trustees to suspend the right of withdrawal from the Trust or to postpone the date of payment of redemption proceeds if the New York
Stock Exchange is closed other than for customary
weekend and holiday closings, if trading on the New York Stock Exchange is restricted, or if, in the opinion of the Trustees, an emergency exists such that disposal of the Trust’s securities or determination of its net asset value is not reasonably practicable.
If the right of withdrawal is suspended, a Shareholder may either withdraw its request for that withdrawal or receive payment based on the net asset value of the Trust next
determined after termination of the suspension of the right of withdrawal.
Other Redemption Policies
The Trust may redeem Shares owned by a Shareholder to
reimburse the Trust for any failure by that Shareholder to make full payment for Shares purchased by the
Shareholder.
Redemption payments may be made in whole or in part in
securities or other property of the Trust. Shareholders receiving any such securities or other property on
redemption will bear any costs of sale.
Additional Account Features
The Trust offers certain additional account features at no extra charge, including:
• Statements Confirmations of each investment in and
withdrawal from a Trust account will be made
available online at www.camponline.com within two
days of the transaction. A statement of each account
will be mailed (or obtained online at
www.camponline.com) each month to each
Shareholder. This statement will show the dividend
paid and the account balance as of the statement date.
The statement will also show total income earned
during the year. Any checks the Shareholder has
written against a Trust account which have been paid
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by the Trust and canceled during the month will be
returned to the writer by U.S. Bank National
Association.
• Information Services Toll-free telephone service
((800) 729-7665) is available to provide Shareholders
with information including current yield, up-to-date
account information and transaction history, and to
receive instructions for the investment or withdrawal
of funds.
• Technical Assistance Technical and operational
assistance ((800) 729-7665) is available to
Shareholders and Public Agency officials who are
considering the Trust for investment purposes.
• Estimated Earnings on the Proceeds of Debt Issue
and Projected Draws Upon request, the Investment
Adviser will provide estimates of future earnings on
the proceeds of a debt issue for Shareholders. This
estimate will be based on the projected drawdown
schedule provided by the Shareholder. The Investment
Adviser may request estimates of project drawdown
schedules from Shareholders from time to time to
facilitate efficient investment of funds.
• Website Account information and information
regarding the Trust can be found at
www.camponline.com. A password and user
identification is required to initiate a transaction or access account information. The system can be
accessed through the Trust’s website by selecting
“Access Your Account.” Instructions on how to obtain
a password and user identification can be received by
contacting investor services at (800) 729-7665.
• Information on Portfolio Holdings The Trust
discloses a summary of each Portfolio’s holdings
online monthly and a full description of holdings in the annual audited financial reports.
For our policy on the disclosure of Portfolio holdings, see Part 2.
Rights the Trust reserves
The Trust reserves the right to do any of the following:
• Add, change, or remove account minimums at any
time without advance notice.
• Reject any investment or limit the size of any
Shareholder’s account.
• Limit the frequency of purchases for any reason.
• Establish a minimum check amount, or terminate,
suspend, or alter check writing privileges.
Policies Specific to the CAMP Term Portfolio
Dividends and Distributions
A projected dividend rate is determined when shares are purchased, and the dividend is declared and paid on the maturity or on the planned redemption date.
Dividends on shares in the series constituting the CAMP Term Portfolio shall be paid on the termination date of the series, except for dividends on shares redeemed pursuant to a planned early redemption or a premature redemption
before the termination date, which will be paid when such dividends on shares in the series are redeemed.
The yield for any CAMP Term Portfolio investment is
determined by dividing the expected net income per share for the period from the settlement date to the termination date by the purchase price per share, dividing this result by the actual number of days between the settlement date and termination date, and then multiplying the result by
365/366.
For more detail about Dividends and Distributions,
see Part 2.
Premature Redemption Penalty
Shareholders may be charged a premature redemption
penalty equal to (i) all penalty charges, losses, banking fees and other costs (including, without limitation, interest paid on funds borrowed to pay the redemption) associated with amending, terminating, selling or otherwise affecting any of the investments in the series and (ii) an amount sufficient to maintain the projected yield on the remaining shares to the stated termination date for the series or to the planned early redemption dates, as the case may be, less any losses affecting projected yield attributable to such shares.
Allocation of Losses
Any losses incurred by a CAMP Term Portfolio series
(other than losses resulting from Premature Redemptions of shares of the series or in the normal course of portfolio management) will be allocated among all shares of the
series outstanding at the time such loss is incurred. Such a loss may result from a default on an investment or from a sale of an investment. If such a loss occurs, the redemption value per share could be lower than that on which the
projected yield was quoted at the time of issuance of the share.
Calculating Share Price
Any losses incurred by a CAMP Term Portfolio series
(other than the redemption value per share for any series of the Portfolio will be determined on any day when
redemption is made and on termination of the series. It is the intent of the Trust to manage each series in the Portfolio
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Program Guide—January 12, 2023
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in a manner that produces a share price of at least $1.00 on the termination date.
The Investment Adviser, on behalf of CAMP, determines
the net asset value of the shares of the Portfolio at the close of each Business Day for the purpose of computing
expenses and fees. The net asset value per share for each series of the Portfolio is calculated by dividing the total value of investments and other assets less any liabilities by the total outstanding shares of the series as of the day the calculation is made.
Tax Information
We suggest that you check with your tax advisor before
investing in the Trust or an Individual Portfolio. Relevant considerations include:
• Section 115(1) of the Internal Revenue Code, which
provides that the gross income of a state or political
subdivision does not include income derived from the
exercise of any essential government function.
• Section 148 of the Internal Revenue Code (and related regulations) covering rebate requirements, which may
apply to anyone investing tax-exempt or tax-credit bond proceeds.
• Section 148 of the Internal Revenue Code (and related regulations) covering arbitrage limitations or rebate
requirements under which states and municipalities
may be required to pay the U.S. Treasury a portion of
earnings they derive from the investment of certain
funds.
Use of Amortized Cost
The Board of Trustees has determined, in consultation with the Investment Adviser, that it will manage the Trust’s Cash Reserve Portfolio in accordance with GASB 79 requirements, as applicable, for continued use of amortized cost.
Financial Highlights
The Trust’s financial statements are audited by Ernst & Young LLP and are included in the CAMP Annual Report for the
Trust’s most recent fiscal year end. The Annual Report is available upon request or on the Trust’s website
(www.camponline.com).
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Part 2 – Information Statement
General Information
The Trust
History
The California Asset Management Trust was established in 1989 as a California JPA and as a California common law trust to meet local government investments needs. The Trust is responsible for the management of the Cash Reserve and Term Portfolios. The Trust’s activities are directed by the Board. Because the Trust is accountable only to its Public Agency Shareholders, it has adapted over time to meet their changing needs. Initially, the Trust was formed to assist California public agencies with investing proceeds of tax-exempt debt issues and complying with the arbitrage regulations.
Responding to needs of its Shareholders, the Trust was later expanded to include investment of operating funds and capital reserves.
In 2005, in response to changes in the law and the needs of California Public Agencies for a more flexible investment option, the Trust was amended to create two new Shares Series: Investor Shares and Participant Shares. Participant Shares are available to California Public Agencies that have joined the JPA as members. Shares of the Investor Shares are available to California Public Agencies that have not joined the JPA as a member. Shares of both Series are invested in the same portfolios. As such, the Participant and Investor Shares will realize the same investment results. Please review Parts 1 and 2 of the Program Guide carefully for a more detailed description of the respective rights, privileges, preferences, and restrictions of investment in any Portfolios of the Trust.
Additionally, in 2005, in response to a change in the law, the Trust was amended to expand the definition of Public Agency to include certain California nonprofit corporations, membership of which is limited to California Public Agencies or public officials, and again in 2021 to include federally recognized Indian tribes. These changes allow California nonprofit corporations and federally recognized Indian Tribes that meet the expanded definition of Public Agency to either join or invest in the JPA.
Organization and Purpose
The Trust is a JPA and Public Agency created by the Declaration of Trust and established under the provisions of the Act for the purpose of exercising the common power of its Participants to invest funds. The Trust cannot accept funds for investment from other sources.
The Trust provides Shareholders a Cash Reserve and a Term portfolio for comprehensive investment management and accounting services. For proceeds of tax-exempt debt issues, the Trust also offers Arbitrage Rebate calculations. Public Agencies invest in the Pool by contributing assets to the Trust, which are used to purchase Shares in the Pool.
Shares of the Pool and Term are currently divided into two Shares Series: “Participant Shares” and “Investor Shares.” Public Agencies may invest in the Pool and Term by formally joining the Trust or by not joining the Trust and only purchasing shares of the Investor Shares Series which have no voting rights. Participants must become parties to the Declaration of Trust, dated as of December 15, 1989, as amended and restated as of October 25, 2022.
Public Agencies that own Participant Shares have voting rights on matters affecting the operation of the Trust. Public Agencies may also invest in the Pool and Term without joining the Trust. Public Agencies that own Investor Shares have rights similar to the Participant Shares except that voting rights are reserved for owners of the Participant Shares.
The Trust seeks to provide Shareholders with the following features through the Portfolios:
Preservation of Principal Investments in the Portfolios are made only in high-quality investments in which Public Agencies are permitted by California statute to invest their funds and in accordance with other investment policies of the Trust designed to preserve capital. While the Pool seeks to maintain a stable NAV of $1.00 per Share and Term seeks to maintain $1.00 upon planned maturity date, it is possible to lose money investing in either the Pool or Term. An investment in the Portfolios is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency.
Liquidity Investments in the Pool may be made at any time, and Shareholders may withdraw funds from the Pool on any Business Day. Term Portfolio investments are structured to provide liquidity on the predetermined maturity date.
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Income The Pool seeks to earn a high rate of income consistent with preserving principal and maintaining liquidity. Term seeks to produce the highest earnings consistent with maintaining safety of principal at maturity and meeting the re demption schedule of Shareholders.
Arbitrage Rebate Compliance For the proceeds of tax-exempt debt issues, the Trust is designed to assist Shareholders in complying with certain arbitrage rebate requirements of the Internal Revenue Code. Investments are purchased and investment documentation is maintained in accordance with requirements of the Internal Revenue Code, and rebate calculation reports are prepared by the Investment Adviser upon request in a manner and at such times as to enable Shareholders to comply with these requirements. The Trust is also designed to assist Shareholders in determining whether they have satisfied the expenditure test for any available exceptions to the arbitrage rebate requirements and to provide calculations of penalties due in lieu of rebate payments.
Convenience The Trust offers the option of investing by electronic funds transfer or check. Shareholders that invest the proceeds of debt issues in the Pool do not have to schedule investment maturities to meet project draw schedules.
Shareholders can use the Internet to check account balances and activity and to initiate transactions.
Professional Management Investments in the Portfolios are managed by investment professionals who are experienced in managing local government investment pools like the Trust and who follow both general economic and current market conditions affecting interest rates.
Diversification The Shares of the Pool and Term represent beneficial interests in diversified portfolios of certain high- quality instruments authorized for investment by Public Agencies by the California Government Code Section 53601 (a) through (q).
Accounting, Safekeeping and Separate Accounts The Trust does all of the bookkeeping and safekeeping associated with the ownership of securities accounts for each Shareholder’s funds to facilitate Shareholder’s compliance with governmental accounting and auditing requirements.
A Public Agency can also enter into a separate agreement with the Investment Adviser to manage a separate portfolio that is not part of the Trust. These Individual Portfolios allow a Public Agency to invest its funds in a segregated account (not within the Trust) for a term that is longer than the average maturity of the Pool or Term.
The Trust also provides record keeping and custodial and arbitrage rebate calculation services for the proceeds of debt issues.
For further information or assistance, call toll free (800) 729-7665.
The Declaration of Trust
The Trust is a JPA and a separate Public Agency established as a common law trust under the laws of the State of California by execution of a Declaration of Trust by two California Public Agencies as the initial Participants in the Trust. Additiona l Public Agencies have become Participants in the Trust by enacting an ordinance or passing a resolution to adopt the Declaration of Trust and by signing a conformed copy of the Declaration of Trust. As of the date of these materials, January 12, 2023, 120 Public Agencies were Participants in the Trust. Additional Public Agencies may become Participants by following the same procedure as outlined above in this paragraph.
Copies of the Declaration of Trust and the By-Laws of the Trust may be obtained from the Investment Adviser or online at www.camponline.com and should be read carefully before joining the Trust. All descriptions contained in this Information Statement are subject to and limited by provisions set forth in the Declaration of Trust and the By-Laws.
The Declaration of Trust permits the Trustees to issue an unlimited number of Shares. The Trustees, in their discretion, may authorize the division of Shares into one or more Shares Series. The Trust consists of one class known as the Cash Reserve Portfolio and one class known as Term. Each Portfolio consists of two Shares Series known as Participant Shares and Investor Shares. Participant Shares are issued to Public Agencies that have joined the Trust, and, as Participants in th e Trust, they have certain voting rights provided by the Declaration of Trust. Investor Shares are is sued to Public Agencies that invest in the Trust but have not become a party to the Declaration of Trust. Investor Shares are similar to Participant Shares but lack voting rights. Both the Participant Shares and the Investor Shares represent an equal pro portionate interest in the respective Portfolio.
The Shares of each Shares Series are only payable from that portion of the Trust’s assets held by the Trust. Each Share represents an equal proportionate interest in the Trust with each other outstanding S hare. Upon redeeming Shares, a
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Shareholder receives the current net asset value per Share. If liquidation should occur, Shareholders will be entitled to receive their proportionate share of the assets of the applicable Portfolio less any liabilities of the that Portfolio including, but not limited to, all expenses, costs, charges, and reserves attributable to that Portfolio, as well as their proportionate share of any general assets and liabilities of the Trust. The Shares of each Shares Series are fully paid and non-assessable, except as set forth in Part 2 under “Participant and Trustee Liability,” and have no preemptive or conversion rights.
Shareholders can sell shares or purchase additional Shares in accordance with the procedures outlined in Part 1 of this Program Guide. The Trust also permits transfers of Shares directly between eligible California Public Agencies; however, the Trust reserves the right to require Shareholders to provide proof of authorization, evidence of the genuineness of such authorization, and such other matters as may reasonably be required in order to effect such purchases and sales. Upon such delivery, the transaction will be recorded on the register of the Trust. Until such record is made, the Shareholder of recor d will be deemed to be the holder of such Shares for all purposes, and neither the Trustees nor any transfer agent officer, employee, or agent of the Trust will be affected by any notice of the proposed transfer. No Shares may be transferred to a transferee other than a Public Agency, or to the Trust itself.
For all matters requiring action by the Shareholders, such action will be taken by a vote of the Participant Shares Series Shareholders, who will be entitled to that number of votes equal to the number of full and fractional Participant Share s held by each Participant Shares Series Shareholder.
The Trust may be terminated by the vote of a majority of its Trustees with the approval of the holders of two -thirds of the Shares of the Participant Shares Series. Upon the termination of the Trust, a nd after paying or adequately providing for the payment of all liabilities and upon receipt of such releases, indemnities, and refunding agreements as they may deem necessary for their protection, the Trustees may distribute the remaining Trust assets, in cash or in kind or partly in cash and partly in kind, among the Shareholders according to their respective beneficial interests.
The Declaration of Trust may be amended by the vote of the Trustees, with the approval of the holders of a majority of the Shares of the Participant Shares Series. The Trustees may also amend the Declaration of Trust without the approval of Participants for the following reasons: to change the name of the Trust or any Series; to establish additional Series or clas ses of Shares; to supply omissions or correct or supplement ambiguous, defective, or inconsistent provisions; or, if they deem it necessary, to conform the Declaration of Trust to the requirements of applicable laws and regulations or to eliminate or reduce any taxes which may be payable by the Trust or the Participants, but the Trustees will not be liable for failing to do so. No amendment may be made which would change any rights of any Shares by reducing the amount payable thereon upon liquidation of the Trust or by diminishing or eliminating any approval rights pertaining thereto except with the vote of a majority of the Trustees and the approval of the holders of two-thirds of the Shares of the Participant Shares Series.
The Trustees
The Trust is currently governed by a Board of seven Trustees, all of whom are officials or employees of Public Agencies that are Participants in the Trust. The Trustees are appointed pursuant to, and are provided authority under, the Declaration of Trust. The Trustees are responsible for setting overall policies and procedures for the Trust and for hiring and supervising the activities of the Investment Adviser, the Custodian, and other agents of the Trust and monitoring the investment performance of the Portfolios and the method of valuing Shares. The names and business addresses of the current Trustees and Officers of the Trust and their principal occupations and other affiliations during the past five years are as follows:
Karen D. Adams, CPA—Ms. Adams has served as a Trustee since February 2010 and is the Treasurer of the Trust.
Since October 2002, Ms. Adams has served as the Treasurer-Tax Collector, Merced County, 2222 M Street, Merced, California 95340. Ms. Adams was Assistant Treasurer-Tax Collector, Merced County, October 1996 – October 2002.
Past President, California Association of County Treasurers and Tax Collectors (CACTTC); Member of the Government Finance Officers Association (GFOA), Government Investment Officers Association (GIOA), California Municipal Treasurers Association (CMTA), California Revenue Officers Association (CROA); Finance Committee Member, Merced County Community Foundation; Past President of Kiwanis Club of Greater Merced; and Past Treasurer of Business & Professional Women (BPW).
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Steve Dial—Mr. Dial has served as a Trustee since August 2002 and is the President of the Trust. Since February 2006, Mr. Dial has served as the Deputy Executive Director and Chief Financial Officer, San Joaquin Council of Governments (SJCOG), 555 East Weber Avenue, Stockton, California 95202, and SJCOG’s subsidiaries: SJCOG, Inc., Commute Connection, Inc., and the San Joaquin County Transportation Authority. In 2009, Mr. Dial was designated Treasurer and Controller for SJCOG. From 1985 to February 2006, he was Director of Administration and Chief Financial Officer for SJCOG.
Former Chair, Financial Affairs Committee, National Association of Regional Councils; Board Member of the Child Abuse Prevention Council of San Joaquin County; Past Treasurer of the Leadership Stockton Alumni Association; Past President of the Board of Directors for United Cerebral Palsy of San Joaquin County; Past Vice President of the United Way of San Joaquin County; and Member of the Government Finance Officers Association (GFOA) and California Society of Municipal Finance Officers (CSMFO).
André Douzdjian—Mr. Douzdjian has served as a Trustee since May 2014. Since October 2019, Mr. Douzdjian has served as the Chief Financial Officer, San Diego Association of Governments (SANDAG), 401 B Street, Suite 800, San Diego, California 92101. Mr. Douzdjian served as the Director of Finance for SANDAG from June 2012 – October 2019. Prior to June 2012, he worked in the private sector, and from 1991 – 2000 was the Financial Services Manager for SANDAG.
Member of the Government Finance Officers Association (GFOA), American Institute of Certified Public Accountants (AICPA); CFO, Roundtable of San Diego; and Former Treasurer of the Entrepreneurs Organization, San Diego Chapter.
Jordan Kaufman—Mr. Kaufman has served as a Trustee since January 2022. Since January 2015, Mr. Kaufman has served as the elected Treasurer-Tax Collector, Kern County, 1115 Truxtum Avenue, Bakersfield, California 93301. Mr.
Kaufman was the Assistant Treasurer-Tax Collector 2006 – 2015 and the Deputy County Administrative Officer 1995 – 2006.
President, California Association of County Treasurers and Tax Collectors (CACTTC); Treasurer and past President, Kern County Management Council; Treasurer and past President United Way of Kern County; Treasurer Boy Scouts of America Southern Sierra Council; Commissioner, California Statewide Communities Development Authority (CSCDA); Statutory Trustee, past elected Trustee, past Chairman, Kern County Employees Retirement Association (KCERA); Member, Rotary Club of Bakersfield, Downtown; and Adjunct Professor, California State University Bakersfield.
David Persselin—Mr. Persselin has served as a Trustee since January 2022. Since January 2014, Mr. Persselin has served as the Finance Director/Treasurer, City of Fremont, 3300 Capitol Avenue, Fremont, California 94537. January 2012 – May 2016, Mr. Persselin was an Adjunct Faculty/Lecturer at San Jose State University. He was the Assistant Finance Director, City of Pleasanton, 2011 – 2013, and from 2001 – 2011 worked for the City of San Jose.
Member of the Government Finance Officers Association (GFOA), California Society of Municipal Finance Officers (CSMFO), and International City/County Management Association (ICMA).
Lauren Warrem—Ms. Warrem has served as a Trustee since January 2022. Prior to January 2022, Ms. Warrem served as a Trustee from 2017 – 2019. Since March 2019, Ms. Warrem has served as the Chief Deputy Treasurer, San Diego County, 1600 Pacific Highway, Room 152, San Diego, California 92101. Ms. Warrem worked as the Finance Director/City Treasurer, City of Vista, from April 2015 – February 2019. Prior to April 2015, Ms. Warrem worked in the private sector, and from 2001 – 2012 she worked at the San Diego Association of Governments (SANDAG), Finance Manager 2001 – 2009 and Director of Finance 2009 – 2012.
Member of the Government Finance Officers Association (GFOA), California Society of Municipal Finance Officers (CSMFO), and California Municipal Treasurers Association (CMTA).
Duane Wolterstorff, CPA—Mr. Wolterstorff has served as a Trustee since May 2014. Since November 2000, Mr.
Wolterstorff has served as the Senior Director, Planning and Facilities, Modesto City Schools, 426 Locust Street, Modesto, California, 95351.
Secretary and Administrative Executive of Salida Area Public Facilities Financing Agency (SAPFFA) and Schools Infrastructure Financing Agency (SIFA); Treasurer of the Youth Committee and member of the Finance Committee, Pacific Association, USA Track and Field; Member of California Society of Certified Public Accountants (CalCPA) and American Institute of Certified Public Accountants (AICPA).
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The Trustees are appointed by the Board of Trustees and each must be a member of the governing body, officer, or full- time employee of a Public Agency that is a Participant in the Trust, and the appointment must be approved annually by the Participants. Except in the case of resignation or removal, each Trustee holds office until such person’s successor is appointed. In order to assure representation on the Board of the several classes of Public Agencies participating in the Trust, at least one of the Trustees must be either a member of the governing body, an officer, or a full-time employee of each of the following: a California county, a city, and a public district (including a JPA), as long as there is at least one Public Agency from that class that is a Participant of the Trust. The Officers of the Trust serve at the discretion of the Board. No Trustee or Officer has an immediate family member serving as a Trustee or Officer of the Trust.
The present Trustees and Officers, or other persons on CAMP official business upon approval of the Trustees, serve without compensation but all are reimbursed by the Trust for reasonable travel and other out-of-pocket expenses incurred in connection with their duties as Trustees and Officers.
Participant and Trustee Liability
Under California law, members of a common law trust may be held personally liable for the obligations of the trust if they are deemed to control the management of the trust. Because the Board has ultimate control over all matters relating to the Trust, the Trust does not believe that Participants would be deemed to have such control. The Declaration of Trust contains an express disclaimer of Participant liability for acts or obligations of the Trust. The Declaration of Trust also provides that the Trust will indemnify each Participant against all claims and liabilities out of the assets of the Series of the Trust in respect of which such claim or liability arose.
The Declaration of Trust provides that no Trustee, officer, employee , or agent of the Trust will be liable for any action or failure to act that does not involve bad faith, willful misfeasance, gross negligence, or reckless disregard of duty. Each Trustee, officer, employee, and agent of the Trust will be indemnified by the Trust against claims and liabilities as provided in the By-Laws and to the fullest extent provided by California law. The Trustees may also purchase, and pay out of Trust assets, insurance policies insuring the Trustees, Officers, Agents, Participants, employees, investment advisers, distributors, or independent contractors of the Trust against all claims arising by reason of holding any such position or by reason of any action taken or omitted by any such person in such capacity.
The Act provides that all immunities from liability which apply to the activity of officers, agents or employees of Participants when performing their functions within the territorial limits of their respective Public Agencies will apply to them to the same extent while engaged in the performance of any of their functions associated with the Trust.
Under the Declaration of Trust, the Trustees may obtain insurance or establish self -insurance funds to cover certain liabilities. This may be done on a joint basis with other similar entities, and the Trust may contribute more than its pro rata share of such insurance premiums or self-insurance funds.
Services Providers
Investment Adviser and Administrator PFMAM, an investment advisory firm with offices at One California Street, Suite 1000, San Francisco, California 94111 and 213 Market Street, Harrisburg, Pennsylvania 17101, is the Trust’s investment adviser and administrator. The daily management of the investment affairs and research relating to the Portfolios is conducted by or under the supervision of the Investment Adviser. PFMAM is an investment adviser registered with the U.S. Securities and Exchange Commission, under the Investment Advisers Act of 1940, as amended, and a subsidiary of USBAM. USBAM is a subsidiary of U.S. Bank. U.S. Bank is a separate entity and subsidiary of U.S. Bancorp Shares of the Portfolios are distributed by the Investment Adviser’s affiliate, PFM Fund Distributors, Inc., a member of FINRA and subject to the rules of the MSRB. The Investment Adv iser is also the investment manager and/or program administrator for 17 other local government investment pool programs, which provide services similar to those provided by the Trust.
Advisory Services. The Investment Adviser manages the investment of the assets of the Trust’s Portfolios, including the placement of orders for the purchase and sale of investments, pursuant to an Advisory Agreement. The Investment Adviser obtains and evaluates such information and advice relating to the economy and the securities markets as it considers necessary or useful to manage continuously the assets of the Trust in a manner consistent with the Trust’s investment objectives and policies. The Investment Adviser also administers and maintains the Trust’s website which provides access to Connect. The Investment Adviser also serves as the rebate calculation agent for the Program, which requires, among other duties, collecting relevant information from, and sending notices to, Shareholders, and making calculations and
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preparing rebate reports. Rebate calculation services are subject to a separate agreement, and separate fee schedule, between each Shareholder and the Investment Adviser. The Advisory Agreement will remain in effect until the specified termination date, unless terminated sooner, and may not be assigned by the Investment Adviser without the consent of the Trustees. The Advisory Agreement may be terminated by either party, at any time and without penalty, upon at least one hundred eighty (180) days prior written notice to the other party.
Investment Transactions. The Investment Adviser is responsible for decisions to buy and sell securities for the Trust and arranges for the execution of security transactions on behalf of the Trust. Purchases of securities are made from broker/ dealers, underwriters, and issuers. Sales prior to maturity are made to dealers and other persons. Money market securities bought from dealers are generally traded on a “net” basis, with dealers acting as principal for their own accounts without a stated commission, although the price of the instrument usually includes a profit to the dealer. Thus, the Trust does not normally incur any brokerage commission expense on such transactions. Securities purchased in underwritten offerings include a fixed amount of compensation to the underwriter, generally referred to as the underwriter’s commission or discount. When securities are purchased or sold directly from or to an issuer, no commissions or discounts are paid.
The policy of the Trust regarding purchases and sales of securities is that primary consideration will be given to obtaining the most favorable price and efficient execution of transactions. In seeking to implement this policy, the Investment Adviser will effect transactions with those dealers whom the Investment Adviser believes provide the most favorable price and efficient execution. If the Investment Adviser believes such price and execution can be obtained from more than one dealer, it may give consideration to placing portfolio transactions with those de alers who also furnish research and other services to the Trust. Such services may include, but are not limited to, any one or more of the following: information as t o the availability of securities for purchase or sale; statistical or factual information or opinions pertaining to investments; wire services; and appraisals or evaluations of portfolio securities. The services received by the Investment Adviser from dealers may be of benefit in the management of accounts of some or all of its other clients and may not in all cases benefit the Trust directly. While such services are useful and important in supplementing its own research and facilities, the Investment Adviser believes the value of such services is not determinable and does not significantly r educe its expenses.
The Trust does not reduce the management fee paid to the Investment Adviser by any amount that may be attributable to the value of such services.
Administrative Services. The Investment Adviser also provides the following administrati ve services to the Trust in accordance with the Advisory Agreement:
• Customer Service. Operation of an Internet website and a toll-free telephone facility to be used exclusively by Shareholders or by Public Agencies interested in investing in the Trust. • Administration and Marketing. Maintenance of the books and records of the Portfolios, including Shareholder account records; supervision, under the general direction of the Trustees, of all administrative aspects of operations; periodic updating and preparation of the Information Statement; preparation of tax returns, financial statements, and reports for all Portfolios; supervision and coordination of the activities of the Custodian; determination of dividends and net asset value of each Portfolio in accordance with the policies of the Trust; provision of office space, equipment, and personnel to administer the Trust; distribution to Public Agencies of the Program Guide; preparation and distribution of other explanatory and promotional materials; and provision of technical assistance and guidance to Public Agencies considering use of the Trust as an investment vehicle.
• Shareholder Account Reports. Preparation and provision to Shareholders of confirmation of each Shareholder investment and redemption transaction and of monthly statements summarizing transactions, earnings, and assets of each Shareholder account.
• Rebate Calculation Services. Preparation and provision to Shareholders, upon request, of interim rebate calculation estimates and of rebate calculation reports and rebate exceptions compliance reports to Shareholders in the Trust. If applicable, provision of notice to Shareholders prior to any expenditure test date related to any exception from rebate requirements and preparation of an exception compliance report.
Custodian U.S. Bank National Association, Minneapolis, Minnesota, is the custodian for the Trust. The Custodian holds cash and securities of the Portfolios and also acts as the check clearing and disbursing agent for the Pool and Term. In addition to internal governance, numerous federal agencies, including the Office of the Comptroller of the Currency (OCC), the Federal Reserve System and the Consumer Financial Protection Bureau (CFPB), supervise and inspect U.S. Bank and its parent company, U.S. Bancorp, to ensure sound banking practices and to protect clients. Appropriate information barriers relating to activities and data exist to facilitate fully independent and segregated oversight of client assets as custodian. The Custodian does not participate in determining the investment policies of the Trust or in investment decisions. The
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Investment Adviser may not invest funds of the Portfolios with, nor buy or sell any securities through, any affiliated servic e provider. Securities purchased under certain repurchase agreements may be held by other custodians agreed to by the Trust and the other parties to the repurchase agreements.
Trust Counsel Nossaman LLP, with an office at 50 California Street, 34th Floor, San Francisco, California 94111, is legal counsel to the Trust for certain matters.
Auditor The financial statements of the Trust are audited annually by Ernst & Young LLP with an office at 560 Mission Street, Suite 1600, San Francisco, California 94105. The fiscal year for the Trust ends December 31.
Expenses of the Trust
The Trust has entered into arrangements for the Pool and Term for investment management, custodial, legal, accounting, audit, and rebate calculation services. The Trust also pays for organizational expenses, insurance premiums, Trustees’ expenses, and other expenses not expressly assumed by the Investment Adviser. All expenses related to operation of the Portfolios are paid from the income of the Portfolios (see “Dividends”).
For the services provided to the Pool by the Investment Adviser, effective January 1, 2023, the Investment Adviser is paid a monthly fee based on the following percentages of the average daily net assets of the P ool:
Average Cash Reserve Portfolio Daily Net Assets Annual Rate First $1 billion 0.145%
Next $1 billion 0.110%
Next $2 billion 0.100%
Next $2 billion 0.095%
Next $4 billion 0.085%
Next $5 billon 0.80%
In excess of $15 billion 0.075%
The Investment Adviser may, from time to time, waive some or all of its fees. Such waiver will have the effect of increasing the yield of the Pool during the period the fees are waived.
For the services provided to Term by the Investment Adviser, the Investment Adviser is paid a monthly fee based on the following percentages of the average daily net assets of Term:
Average Term Portfolio Daily Net Assets Annual Rate
All Assets 0.150%
Under the Advisory Agreement, the Investment Adviser has agreed to reimburse the Pool and Term for the amount by which the “annual operating expenses” of the Pool exceed 0.22% of its average daily net assets. “Annual operating expenses” generally include all expenses of the Pool (including investment management, administration, marketing, custodial, legal, accounting, and audit fees), other than any reserves established by the Trustees to pay for extraordinary costs.
As of December 31, 2022, the Pool had reserved $156,855 to pay for extraordinary costs that it may incur from time to time, such as special legal, audit, and consulting fees. The Trustees may determine to reserve additional amounts, not expected to exceed, on an annual basis, 0.02% of the average daily net assets of the Pool, for those and other similar purposes in the future.
Tax Matters
Pursuant to Section 115(1) of the Internal Revenue Code, federal gross income does not include income derived from the exercise of any essential governmental function that accrues to a state or any political subdivision of a state. In the opinion of Counsel to the Trust, the Trust is not subject to Federal or California income tax upon the income realized by it.
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Arbitrage Rebate: General The Internal Revenue Code generally requires issuers of tax-exempt obligations to rebate to the federal government their arbitrage profits derived from investment of gross proceeds in non -purpose obligations.
Various exceptions from the rebate requirements are available, and each Shareholder should consult with its bond counsel to determine whether and to what extent appropriate exceptions might be available. The investment by Shareholders of gross proceeds of debt issues in the Trust will be an investment in a non-purpose obligation and will be taken into account in determining any rebate liability.
Treatment of Administrative Costs of the Portfolios U.S. Treasury Regulations Title 26 Section 1.148-5 limits the ability for the expenses of an external commingled fund, like the Pool, to be treated as qualified administrative costs within the arbitrage rebate and yield restriction liability calculations. The limitations apply to an external commingled fund in which an individual Shareholder owns more than 10% of the beneficial interest of the fund. From time to time, the Pool may contain one or more Shareholders that individually own more than 10% of the beneficial interest of the fund.
Therefore, Shareholders should consider the use of the gross yields of the Pool in all arbitrage rebate and yield restriction liability calculations.
The limitations regarding an external commingled fund in which an individual Shareholder owns more than 10% of the beneficial interest of the fund applies only to the Pool and not the T erm Portfolio. The 10% rule in U.S. Treasury Regulations Title 26 Section 1.148-5 is not followed by Term.
The foregoing summary of federal income tax matters affecting Shareholders in the Portfolios does not purport to be complete. Shareholders should consult their bond counsel for advice as to the application of federal income tax law to their particular investment in the Portfolios.
Arbitrage Rebate Compliance
To further the objective of providing Shareholders with simplified arbitrage rebate compliance for proceeds of tax-exempt borrowings, the Trust has adopted the following recommended set of practices. The Trust strongly recommends that they be followed to minimize the Shareholder’s rebate compliance costs.
1. A Shareholder should deposit all the proceeds of a debt issue subject to arbitrage rebate in the Trust on the same day as they are received by the Shareholder. This will enable the Investment Adviser to track the investment and expenditure of these funds.
2. A Shareholder should identify all the proceeds of a debt issue subject to the same yield at the time of initial investment. A separate account should be established for each fund or group of funds having a different yield by completing an Account Application. The Investment Adviser will provide advice on the number and type of accounts that will be needed to provide a clear audit trail.
3. Federal tax law requires issuers of tax-exempt obligations either to make certain rebate payments to the Federal government or to meet certain expenditure guidelines. If the Shareholder expects to meet one of the expenditure exceptions, it should notify the Investment Adviser when making its initial investment so the Investment Adviser can provide information regarding the expenditure of the proceeds of an issue.
4. If the Shareholder expects to make rebate payments, it should note that Federal tax law requires issuers of tax - exempt obligations to meet certain rebate payment requirements at least every five years. However, a Shareholder may need to account for its rebate liability on an annual basis. The Investment Adviser will provide estimates of rebate amounts at any time for a Shareholder, and the Investment Adviser will provide a rebate calculation report more frequently than every five years if requested. There will be a separate charge for each rebate calculation report (see Part 2 - Rebate Calculation Services for the Proceeds of Debt Issues).
5. If the Shareholder is eligible and has elected to pay a penalty in lieu of making rebate payments, it shou ld notify the Investment Adviser by designating this on Schedule A - Bond Issue Information when making its initial investment.
6. It is recommended that Shareholders not draw down the entire proceeds of a debt issue account before providing for any rebate requirement or penalty payment.
If any Shareholder and any parties related to the Shareholder own more than ten percent (10%) of the Shares of the Pool, such ownership may adversely affect the rebate liability of all Shareholders (see “Tax Matters”).
Documentation of Market Price The Investment Adviser will follow certain procedures to document that investments are purchased at a “market price” in accordance with requirements of the Internal Revenue Code and related rulings and
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regulations. These procedures include obtaining three bids or offers for all securities transactions on the secondary market, documenting transaction prices using independent pricing services, and following practices to avoid making “prohibited payments” or receiving “imputed receipts” (as these terms are used in the applicable U.S. Treasury regulations) that improperly reduce the yield on investments.
Rebate Exception Services for the Proceeds of Debt Issues Upon initial investment of the proceeds of a debt issue, a Shareholder shou ld inform the Investment Adviser, by designating on Schedule A - Bond Issue Information, if it expects to qualify for an expenditure exception to the Federal rebate requirements or if it has elected to pay a penalty in lieu of rebate. If the Investment Ad viser has been so informed thirty (30) days before any expenditure test date related to such an exception from the rebate requirements, the Investment Adviser will provide a notice to the Shareholder that tracks the cumulative percentage of proceeds of a d ebt issue drawn from funds invested in the Trust from any debt issue whose proceeds are then invested in the Trust and compares the cumulative percentage of funds drawn to the requirements of the exception to assist the Shareholder in determining its eligibility for such exception. Thirty (30) days after any expenditure test date, the Investment Adviser will provide a report (a “rebate exceptions compliance report”) to such Shareholder showing the cumulative percentage of the proceeds of a debt issue (including investment income) actually drawn and calculating the penalty, if any, due to the Internal Revenue Service if actual amounts drawn do not meet the expenditure test.
Rebate Calculation Services for the Proceeds of Debt Issues With respect to proceeds of tax-exempt borrowings invested in the Trust, including funds whose cash flows are tracked through Shareholder accounts in the Trust, the Investment Adviser will, upon request, provide interim rebate calculation estimates to enable Shareholders to estimate rebate liabilities for financial reporting purposes. There is no charge for these estimates.
The Investment Adviser will provide each Shareholder who so requests with a rebate calculation report for any given report period that summarizes calculations of
• the allowable investment yield,
• investment activities for the Report Period, and
• a calculation of the rebate liability at the end of the Report Period using the methodology prescribed by the applicable U.S. Treasury regulations.
When an account for the proceeds of a debt issue is opened, the Investment Adviser will request certain information from a Shareholder, including information necessary to permit scheduling of the rebate calculation report or Rebate Exceptions Compliance Report. The Investment Adviser will require additional information from a Shareholder, including copies of the official statement, non-arbitrage or tax certificate, debt issue resolution, and similar documents, before the first such rebate calculation report or Rebate Exceptions Compliance Report can be prepared.
Normally, the rebate calculation report will be completed and furnished to the Shareholder for each debt issue no later than thirty (30) days after the Installment Computation Date, provided that the Shareholder has author ized its preparation and provided the necessary information to the Investment Adviser, but a Shareholder may request that a rebate calculation report be completed at shorter intervals. Every effort will be made to honor such requests, although no assuranc e can be given that reports can be completed in a shorter time period.
If an account is opened for the proceeds of a debt issue that have been invested outside of the Trust, the Investment Adviser will require a rebate calculation report from the date of debt issuance to the date of investment in the Trust.
There will be a separate charge for each rebate calculation report. The fee for a rebate calculation report prepared by the Investment Adviser will be billed separately to the Shareholder at the followi ng rates for debt issues, the proceeds of which are invested exclusively through the Trust from their date of issuance until the date of calculation of the rebate calculatio n report:
One-time set-up fee, per debt issue:................. $ 250 Each rebate calculation report, per debt issue:..$3,000 There will be additional charges for refundings requiring allocations of transferred proceeds and for other calculations involving more extensive services. For proceeds of tax-exempt debt issues invested outside the Trust, due to differences of elapsed time since the issuance of the debt, types of investments, volume and type of transactions, number of funds, and
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condition and availability of records, the Investment Adviser cannot charge a standard fee. However, at the request of the Shareholder, the Investment Adviser will provide an estimated cost based on the Shareholder’s specific circumstances.
In addition to the rebate calculation services offered by the Investment Adviser, Shareholders also have the option of contracting directly with another service provider for rebate calculation services. If another service provider is used, the scope of the services provided and the fees charged are entirely the responsibility of the Shareholder and its service provider.
Information Common to All Portfolios
Authorized Investments
The Investment Adviser will invest available cash in the Cash Reserve Portfolio and Term Portfolio exclusively in the following investments, which are authorized investments under the California Government Code Section 53601. It is noted that certain other investment types, although authorized by the applicable sections of the California Government Code, may not be approved for inclusion in this investment policy. Except as otherwise provided in sub-paragraph (1) under “Investment Restrictions” below, a change in authorized investments requires approval of the Trustees and the Participants holding a majority of the outstanding Participant Shares of the Trust. (1) United States Treasury notes, bonds, bills, or certificates of indebted ness or other obligations for which the full faith and credit of the United States are pledged for the payment of principal and interest. (2) Federal agency or United States government-sponsored enterprise obligations, participations, or other instruments, including those issued by or fully guaranteed as to principal and interest by federal agencies or United States government-sponsored enterprises.
(3) Repurchase agreements with respect to securities described in paragraphs (1) and (2) above, provided that the term of any such repurchase agreement shall be one year or less at the time of purchase. (4) Bills of exchange or time drafts drawn on and accepted by a commercial bank (otherwise known as bankers’ acceptances) which are eligible for purchase by the Federal Reserve System, provided that such bankers’ acceptances may not exceed one hundred eighty (180) days maturity or forty percent (40%) of the assets of the Portfolio and no more than ten percent (10%) of the Portfolio’s assets are invested in the bankers’ acceptances of any one commercial bank and further provided that the accepting bank has the highest short -term letter and numerical rating as provided by at least one NRSRO.
(5) Negotiable certificates of deposit issued by a nationally or state-chartered bank or by a savings association or a federal association (as defined in Section 5102 of the California Financial Code), a state or federal credit union, or by a federally licensed or state-licensed branch of a foreign bank, provided that no more than thirty percent (30%) of the assets of the Portfolio may be invested in certificates of deposit and further provided that the deposits in any one institution shall not exceed the shareholders’ equity of such institution. (6) Commercial paper of “prime” quality of the highest ranking or of the highest letter and number rating as provided for by at least one NRSRO, provided that its maturity may not exceed two hundred seventy (270) days. No more than forty percent (40%) of the assets of the Portfolio may be invested in eligible commercial paper; if assets of the Portfolio fall below $100,000,000, no more than twenty-five percent (25%) of assets may be invested in eligible commercial paper; and no more than ten percent (10%) of the Portfolio’s total investment assets may be invested in the commercial paper and the medium-term notes of any single corporate issuer. The entity that issues the commercial paper shall meet all of the following conditions either in (a) or (b) as follows: (a) the entity is organized and operating in the United States as a general corporation, has total assets in excess of five hundred million dollars ($500,000,000), and has debt other than commercial paper, if any, that is rated in a rating category of “A” or its equivalent or higher by at least one NRSRO or (b) the entity is organized within the United States as a special purpose corporation, trust, or limited liability company, has program wide credit enhancements including, but not limited to, over collateralization, letters of cred it, or surety bond, and has commercial paper that is rated “A-1” or higher, or the equivalent, by at least one NRSRO. (7) United States dollar denominated senior unsecured unsubordinated obligations issued or unconditionally guaranteed by the International Bank for Reconstruction and Development, International Finance Corporation, or Inter -American Development Bank, with a maximum remaining maturity of 397 days or less, and eligible for purchase and sale within
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the United States. Investments shall be rated in a rating category of “AA” or its equivalent or better by an NRSRO and shall not exceed 30 percent of the assets of the Portfolio. (8) Medium-term notes, defined as all corporate and depository institution debt securities, with a maximum remaining maturity of 397 days or less, issued by corporations organized and operating within the United States or by depository institutions licensed by the United States or any state and operating within the United States. Investments shall be rated in a rating category of “A” or its equivalent or better by an NRSRO and shall not exceed 30 percent of the assets of the Portfolio. No more than 10 percent (10%) of the Portfolio’s total investment assets may be invested in the commercial paper and the medium-term notes of any single issuer. (9) A mortgage passthrough security, collateralized mortgage obligation, mortgage -backed or other pay-through bond, equipment lease-backed certificate, consumer receivable passthrough certificate, or consumer receivable -backed bond.
Investments shall be rated in a rating category of “AA” or its equivalent or better by an NRSRO, have a maximum remaining maturity of 397 days or less, and shall not exceed 20 percent of the assets of the Portfolio. (10) Shares of beneficial interest issued by diversified management companies that are money market funds registered with the Securities and Exchange Commission under the Investment Company Act of 1940 (15 U.S.C. Sec. 80a -1 et seq.). The company shall have met either of the following criteria: (a) attained the highest ranking or the highest letter and numerical rating provided by not less than two NRSROs or (b) retained an investment adviser registered or exempt from registration with the Securities and Exchange Commission with not less than five years’ experience managing money market mutual funds with assets under management in excess of five hundred million dollars ($500,000,000).
The purchase price of shares of beneficial interest purchased pursuant to t his subdivision shall not include commission that the companies may charge and shall not exceed 20 percent of the assets of the Portfolio.
Obligations of Agencies or Instrumentalities of the United States Government Certain short-term obligations of agencies or instrumentalities of the United States Government purchased for the Portfolios may be backed only by the issuing agency or instrumentality and may not be backed by the full faith and credit of the United States Government. For example, Fannie Mae and Freddie Mac have agreements with the U.S. Treasury to provide them with capital in exchange for senior preferred stock. Securities issued by the Federal Home Loan Banks are supported only by the credit of the agency and not by the United States Government, and securities issued by the Federal Farm Credit System are supported by the agency’s right to borrow money from the U.S. Treasury under certain circumstances.
Repurchase Agreements A repurchase agreement involves the sale of securities to the Portfolio and the concurrent agreement by the seller to repurchase the securities within a specified period of time at an agreed upon price, thereby establishing the yield during the buyer’s holding period. The yield established for the repurchase agreement is determined by current short-term rates and may be more or less than the interest rate on the underlying securities. The securities underlying a repurchase agreement are, in effect, collateral under the agreement. Securities purchased by the Portfolio and subject to repurchase agreements are limited to the obligations of the United States Government and agencies of the United States but may have maturities longer than one year. At the time a repurchase agreement is made, the underlying securities will have a market value at least equal to one hundred and two percent (102%) of the price plus the price differential. If an agreement is in effect for more than one day, the Investment Adviser is responsible for monitoring the value of the underlying securities, and, in the event their value drops below one hundred and two percent (102%) of the price plus price differential, the counterparty to the repurchase transaction is required to provide additional securities or money within one Business Day so that the value of the collateral is not less than one hundred and two percent (102%) of the price plus price differential. All securities underlying repurchase agreements are required to be delivered to the Custodian or to another custodian agreed to by the Trust and the counterparty. At the expiration of each agreement, the Custodian receives payment of the price plus price differential as a condition for the transfer of the underlying securities to the counterparty. If th e counterparty fails to pay the agreed upon price plus price differential on the repurchase date, the risks to the Portfolio would include any difference between the liquidation value of the underlying securities and the price plus price differential, any costs of disposing of such securities, any costs related to foreclosure, and any loss resulting from a delay in foreclosing on such securities.
Funds placed by the Trust into the Portfolios will be invested in accordance with the prudent investor standard set forth in Section 53600.3 of the California Government Code. The Portfolios will not invest in any inverse floaters, range notes or mortgage derived, interest-only strips, or in any security that could result in a zero-interest accrual if held to maturity.
The Trust is not registered as an investment company under the Investment Company Act of 1940 (15 U.S.C. Sec. 80a-1 et seq.) and, accordingly, is not subject to the provisions of the Investment Company Act of 1940 and the rules and regulations promulgated thereunder including rules relating to registered money market mutual funds.
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The authorizing statute, charter, or bylaws of a Public Agency or the trust indenture or ordinance or resolution under which the debt obligations of a Public Agency are issued or its funds are invested may contain inv estment restrictions which prohibit or otherwise limit investment in one or more of the above -described investments. Accordingly, Public Agencies should consult with their legal counsel or financial adviser regarding the legality of investing bond proceed s under the Trust prior to participating in the Trust or investing in the Shares issued by the Trust.
Investment Restrictions
The Trustees have adopted the following investment restrictions and fundamental policies, which, except as otherwise provided in (1) below, may be changed only by approval of the Trustees and the Shareholders holding a majority of the outstanding Participant Shares of the Portfolios. The Trust will not:
(1) Purchase any securities other than those described under “Investment Objectives and Policies” unless California law at some future date redefines the types of securities which are legal investments for some or all classes of Shareholders, in which case the permitted investments for the Portfolios may be changed by the Trustees to conform to California law, provided that prior written notification is given to Shareholders of the Trust. (2) Invest in securities of any issuer in which a Trustee, Officer, employee, agent, or adviser of the Trust is an officer, director, or ten percent (10%) shareholder unless such investment is periodically authorized by resolutions adopted by a majority of the Trustees who are not officers, directors, or ten percent (10%) shareholders of such issuer. (3) Make loans, except that the Portfolios may enter into repurchase agreements. (4) Borrow money or pledge, hypothecate, or mortgage its assets to an extent greater than twenty percent (20%) of the market value of the total assets of the Portfolios, and then only as a temporary measure for extraordinary or emergency purposes to facilitate withdrawal requests which might otherwise require untimely dispositions of portfolio securit ies.
All such borrowings may be secured only by the assets of the Portfolios and must be repaid before the Portfolios make any additional investments. Interest paid on such borrowings will reduce net income of the Portfolios. (5) Purchase any security or enter into a repurchase agreement if, as a result, more than ten percent (10%) of the Portfolios’ total assets would be invested in securities subject to restrictions on resale, securities for which there is no readily available market, and repurchase agreements with maturities exceeding seven (7) days and not terminable at approximately the carrying value before that time.
(6) Purchase the securities of any single issuer (other than obligations issued and guaranteed as to principal and interest by the government of the United States, its agencies, or instrumentalities) if, as a result, more than ten percent (10%) of the Portfolios’ total assets would be invested in the securities of any one issuer. (7) Invest more than 5% of net assets in illiquid investments. Illiquid investments are securities that cannot be sold or disposed of in the ordinary course of business at approximately the value ascribed to it by the Trust. Illiquid investments include:
• Restricted investments (those that, for legal reasons, cannot be freely sold). • Fixed time deposits with a maturity of more than seven days that are subject to early withdrawal penalties. • Any repurchase agreement maturing in more than seven days and not terminable at approximately the carrying value in the Trust before that time.
• Other investments that are not readily marketable at approximately the carrying value in the Trust.
If the 5% limitation on investing in illiquid securities is adhered to at the time of investment but later increases beyond 5%, resulting from a change in the values of the Trust’s portfolio securities or total assets, the Trust shall then bring the percentage of illiquid investments back into conformity as soon as practicably possible. The Trust believes that these liquidity requirements are reasonable and appropriate to assure that the securities in which the Trust invests are sufficiently liquid to meet reasonably foreseeable redemptions of Shares.
Any percentage limitation or rating requirement described under “Authorized Investments” will be applied at the time of purchase.
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Procedures for Investment in the Trust
Public Agencies have two options for investing in the Trust. One option is for a Public Agency to become a Participant in the Trust by adopting an ordinance/resolution thereby becoming a member of the JPA. A copy of a sample ordinance/resolution can be obtained by contacting the Investment Adviser and is available on the Trust’s website (www.camponline.com). Participation in the Trust requires the formal approval of the governing body of the Public Agency by ordinance/resolution, as appropriate, and execution of the Declaration of Trust. In addition to the rights provided to all Shareholders, Participants are provided approval rights on certain matters as provided in the Declaration of Trust. Public Agencies should consult with their legal counsel regarding the required form of action (ordinance/resolution) and the procedures for enactment or adoption of the ordinance/resolution. No representation is made as to the legal sufficiency of the model form for any given Public Agency. Only members of the governing body, officers, or full -time employees of a Public Agency that is a Participant in the Trust may serve as a Trust ee of the Trust.
Alternatively, a Public Agency may purchase Investor Shares of any of the Trust’s Portfolios without joining the Trust.
Such purchase requires authorization by the Public Agency and execution of the Investor Agreement. A copy of the Investor Agreement can be obtained by contacting the Investment Adviser and is available on the Trust’s website (www.camponline.com). Public Agencies owning Investor Shares are provided certain rights with regard to their Shares; however, Investors do not have the approval rights provided to Participants under the Declaration of Trust.
For the proceeds of debt issues, to provide for the investment in the Trust, the Public Agency should either list the Trust in the permitted investments section of the trust indenture or state that bond proceeds can be invested in a permitted investment under Section 53601 of the California Government Code. Sample language is available on the online at www.camponline.com.
Every prospective Shareholder in the Trust (or the applicable trustee of a debt issue) must c omplete an Account Application (available online at www.camponline.com or by calling the Investment Adviser at (800) 729-7665) and an appropriate Checkwriting Authorization if check writing is desired and forward them along with, if a Participant, (i) a certified copy of the ordinance/resolution as adopted and (ii) an executed copy of the Declaration of Trust, or if an Investor, a completed and executed Investor Agreement, to the Program Administrator via U.S. mail at the following address:
California Asset Management Program
P. O. Box 11760
Harrisburg, Pennsylvania 17101
Please note: UPS and Federal Express will not deliver packages to a P.O. Box. If using one of these shipping methods, please contact CAMP at (800) 729-7665 for an alternative delivery address.
There is no limit to the number of accounts that can be opened by a Shareholder. Additional Account Applications are provided for this purpose. The Investment Adviser will notify the Public Agency of it s approval of the application(s) and the account number(s) assigned. The Trust and the Investment Adviser each reserve the right to reject any application in their sole discretion.
Instructions provided by the Shareholder in the Account Application will r emain in effect until the Investment Adviser receives written notification from the Shareholder to change them. Any changes to addresses, account applications, names or signatures of authorized officials, or other critical information will require appropr iate documentation. Instructions or forms may be obtained by calling the Investment Adviser at (800) 729 -7665 or online at www.camponline.com.
Information Specific to the CAMP Cash Reserve Portfolio Investment Restrictions
The Trust’s investment policies and objectives require that all Pool investments have a remaining maturity of three hundred ninety-seven (397) days or less at the time of purchase (except for variable rate notes issued by the U.S. Government or its agencies or instrumentalities, which must have remaining maturities of 762 days or less), and that the dollar -weighted average maturity of Pool investments will not exceed sixty (60) days, and that the dollar -weighted average life (portfolio maturity computed to final maturity without regard to interest rate adjustments on investments) will not exceed one hundred
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twenty (120) days. The repurchase date of a repurchase agreement is used to determine its maturity. Debt obligations purchased by the Pool may have interest rates that are periodically adjusted at specified intervals or whenever a reference rate or index changes. These adjustable-rate securities may have demand features which give the Pool the right to demand repayment of principal on specified dates or after giving a specified notice. Adjustable-rate securities and securities with demand features that meet the definition of “Adjustable Rate Government Securities” in Rule 2a -7 of the Investment Company Act of 1940 Rules and Regulations may be deemed to have maturities shorter than their stated maturity dates.
Dividends
Net income of the Pool shall be determined on the accrual basis as of the conclusion of each Business Day and declared as dividends to each Shareholder at the time of such determination in proportion to the number of shares in the Pool then held by each Shareholder.
Net income of the Pool shall consist of interest earned, plus any discount ratably amortized to the date of maturity plus or minus all realized gains and losses on the sale of securities prior to maturity, less ratable amortization of any premium and all accrued expenses of the Pool including the fees payable to the Investment Advisor/ Administrator, and others who provide services to the Pool. Dividends declared by the Pool are paid to Shareholders as of the last Business Day of each calendar month in the form of additional shares which are credited to each Shareholder’s account. If the net income of the Pool at the time of such determination is a negative amount, the Trust shal l have the power and authority (i) to allocate such negative amount among such Shareholders in proportion to the number of shares held at the time of such determination and to offset the allocable share of each Shareholder of such negative amount against a ny income accrued to such Shareholder, and/or (ii) reduce the number of outstanding shares of the Pool by reducing the number of shares of each Shareholder by that number of shares which represents the amount of its allocable share of such negative amount which is not offset against income accrued to such Shareholder.
Valuation of Shares
The Investment Adviser, on behalf of the Pool, determines the NAV of Shares of the Pool as of 11:00 a.m. Pacific Time on each Business Day. The NAV per Share of the Pool is computed by dividing the total value of the securities and other assets of the Pool, less any liabilities, by the total number of outstanding Shares of the Pool. Liabilities include all acc rued expenses and fees of the Pool, including fees of the Investment Adviser, Custodian, and others who provide services to the Pool, which are accrued daily (see “Expenses of the Trust”).
For the purposes of calculating the NAV per Share of the Pool, the By -Laws of the Trust provide that investments held by the Pool be valued at original cost, plus or minus any amortized discount or premium.
The result of this calculation will be a per Share value which is rounded to the nearest penny. Accordingly, the price at which Pool Shares are sold or redeemed will not reflect unrealized gains or losses on Pool securities which amount to less than $.005 per Share. The Pool will endeavor to minimize the amount of such gains or losses. However, if unrealized gains or losses were to exceed $.005 per Share, the amortized cost method of verification would not be used, and the NAV per Share of the Pool would change from $1.00.
It is a fundamental policy of the Pool to maintain a NAV of $1.00 per Share, but for the reasons discussed here, there can be no assurance that the NAV of the Pool’s Shares will not vary from $1.00 per Share. The market value basis NAV per Share for a Pool may be affected by general changes in interest rates resulting in increases or decreases in the value of securitie s held by the Pool. The market value of such securities will tend to vary inversely to changes in prevailing interest rates.
Thus, if interest rates rise after a security is purchased, such a security, if sold, might be sold at a price less than its amortized cost. Similarly, if interest rates decline, such a security, if sold, might be sold at a price greater than its amortized cost. If a security is held to maturity, no loss or gain is normally realized as a result of these price fluctuations; howev er, withdrawals by Investors could require the sale of Pool securities prior to maturity.
The Investment Adviser and the Trustees will periodically monitor, as they deem appropriate and at such intervals as are reasonable in light of current market conditions, the relationship between the amortized cost value per Share and a NAV per Share based upon available indications of market value. In the event that the difference between the amortized cost basis NAV per Share and market value basis NAV per Share exceeds 1/2 of 1 percent, the Investment Advis er and the Trustees will consider what, if any, corrective action should be taken to minimize any material dilution or other unfair results which might arise from differences between the two. This action may include the reduction of the number of outstand ing Shares by having each Shareholder proportionately contribute Shares to the Pool’s capital, suspension or rescission of dividends, declaration of a special capital distribution, sales of Pool securities prior to maturity to reduce the average maturity o r to
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realize capital gains or losses, transfers of Pool securities to a separate account, or redemptions of Shares in kind in an e ffort to maintain the net asset value at $1.00 per Share. If the number of outstanding Shares is reduced in order to maintain a constant NAV of $1.00 per Share, Shareholders will contribute proportionately to the Pool’s capital the number of Shares that represents the difference between the amortized cost valuation and market valuation of the Pool. Each Shareholder will be deemed to have agreed to such contribution by its investment in the Pool.
To minimize the possible adverse effects of changes in interest rates and to help maintain a stable NAV of $1.00 per Share, the Pool will maintain a dollar-weighted average portfolio maturity of not more than sixty (60) days and a dollar-weighted average life of not more than one hundred twenty (120) days and will not purchase any security with a remaining maturity of more than three hundred ninety-seven (397) days and will only invest in securities determined by the Investment Adviser to be of high-quality with minimal credit risk.
Yield
Current yield information for the Pool may, from time to time, be quoted in reports, literature, and advertisements published by the Trust. The current yield of the Pool, which is also known as the current annualized yield or the current seven -day yield, represents the net change, exclusive of capital changes and income other than investment income, in the value of a hypothetical account with a value of one Share (normally $1.00 per share) over a seven-day base period expressed as a percentage of the value of one Share at the beginning of the seven-day period. This resulting net change in account value is then annualized by multiplying it by 365/7.
The Trust may also quote a current effective yield of the Pool from time to time. The current effective yield represents the current yield compounded to assume reinvestment of dividends. The current effective yield is computed by adding 1 to the net change in account value (exclusive of capital changes and income other than investment income) over a seven -day base period, raising the sum to a power of 365/7, and subtracting 1 from the result. The current effective yield will normally be slightly higher than the current yield because of the compounding effect of the assumed reinvestment.
The Trust also may publish a “monthly distribution yield” on each Shareholder’s month -end account statement or provide it to Shareholders upon request. The monthly distribution yield represents the net change in the value of a hypothetical account with a value of one Share (normally $1.00 per Share) resulting from all dividends declared during a month by the Pool expressed as a percentage of the value of one Share at the beginning of the month. This resulting net change is then annualized by multiplying it by 365 and dividing it by the number of calendar days in the month.
At the request of the Trustees or Shareholders, the Trust may also quote the current yield of the P ool from time to time on bases other than seven days for the information of its Shareholders.
The yields quoted by the Trust or any of its representatives should not be considered a representation of the yield of the Pool in the future since the yield is not fixed. Actual yields will depend on the type, quality, yield, and maturities of securities held by the Pool, changes in interest rates, market conditions, and other factors.
Since the yield on the Pool may fluctuate daily, Shareholders should consult with their counsel or financial adviser as to the appropriateness of investing proceeds of tax-exempt bonds in the Pool in the event that covenants with bondholders or provisions of the Internal Revenue Code restrict the yield on investment of the bond pro ceeds.
Information Specific to the CAMP Term Portfolio
Maturity
The CAMP Term Portfolio is a fixed-term investment portfolio of the California Asset Management Program with a maturity of up to one year, depending on the termination date of any particular series within the Portfolio.
Dividends
Dividends on shares in the series constituting the CAMP Term Portfolio shall be paid on the termination date of the series, except for dividends on shares redeemed pursuant to a planned early redemption or a premature redemption before the termination date, which will be paid when such dividends on shares in the series are redeemed. For the purpose of calculating dividends for any series, net income shall consist of interest earned, plus any discount ratably amortized to the date of maturity, plus or minus all realized gains and losses on the sale of securities prior to maturity, less ratable amortization of any premium and all accrued expenses of that series.
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Dividends on shares of the series of the CAMP Term Portfolio which are declared and paid are equal to the projected yield for such shares to the redemption date, less any losses affecting projected yield attributable to such shares (other than los ses resulting from premature redemptions of shares of the series). Dividends on shares of the series of the CAMP Term Portfolio declared and paid on a premature redemption date are equal to the projected yield for such shares to the premature redemption date, less any losses affecting projected yield attributable to such shares and less a premature redemption penalty, if any. Investors may be charged a premature redemption penalty equal to (i) all penalty charges, losses, banking fees and other costs (including, without limitation, interest paid on funds borrowed to pay the redemption) associated with amending, terminating, selling or otherwise affecting any of the investments in the series and (ii) an amount sufficient to maintain the projected yield on the remaining shares to the stated termination date for the s eries or to the planned early redemption dates, as the case may be, less any losses affecting projected yield attributable to such shares.
Any excess net income of a series of a CAMP Term Portfolio on the termination date will be distributed as an addition al dividend to the shares of the series that were issued over the life of the series and the excess net income will be allocated on a pro rata basis based on the average shares outstanding during that time period. Investments may be distributed to Shareholders in any series in lieu of cash whenever the Trust determines that such distribution would be in the best interest of Shareholders of the CAMP Term Portfolio.
Valuation of Shares
For the purpose of calculating the net asset value per share of the series constituting the CAMP Term Portfolio each Business Day, investments held therein shall be valued using the amortized cost method. The amortized cost method of valuation shall mean the acquisition cost of the investment as adjusted for the amortization of premiums or accretion of discounts, regardless of the impact of fluctuating interest rates on the market value of the investment. Amortized cost valuation provides certainty in valuation but may result in periods during which the value of an investment, as determined by amortized cost, is higher or lower than the price that would be received if the investment were sold. For external period - end reporting, all assets will be valued at fair value determined in good faith by the Trust or adviser acting under co ntract with the Program as required under statutory and applicable accounting standards. Such fair value-based determinations will only be used to satisfy applicable external reporting standards unless the Trust or adviser has determined that use of the fa ir value method instead of the amortized cost method would be in the best interest of the holders of outstanding shares of a series of the CAMP Term Portfolio.
The redemption value per share will be determined on any day when redemption is made and on the termination date of a series of the CAMP Term Portfolio. Except as otherwise provided below, the redemption value per share is equal to the original purchase price for such share, plus dividends thereon, less such share ’s allocation of any losses incurred by the series (other than losses resulting from premature redemptions of shares of the series). The redemption value per share for shares redeemed on a premature redemption date is equal to the original purchase price for such share, plus dividends thereon, less such share’s allocation of any losses incurred by the series, less a premature redemption penalty, if any, determined as described in the “Dividends” section above.
Each CAMP Term Series provides for a fixed-rate, fixed-term investment by Shareholders, but the market value of the underlying assets will, prior to their maturity, tend to fluctuate inversely with the direction of interest rates. It is the intent of the CAMP Term Portfolio to manage each of its series in a manner that produces a share pr ice of at least $1.00 on the termination date for the Shareholder that redeems on said date.
Yield
The projected yield quoted for any investment in the CAMP Term Portfolio is determined by dividing the expected net income per share for the period from the settlement date to the termination date by the purchase price per share, dividing this result by the actual number of days between the settlement date and the termination date, and multiplying the result by 365.
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Part 3 – Individual Portfolios
Purpose
Individual Portfolios are designed to offer California Public Agencies a comprehensive program to meet their investment needs. Shareholders may invest in longer-term investments in a manner that the Investment Adviser will coordinate with the Public Agency. Created pursuant to separate agreements between the Shareholder, the Investment Adviser, and the Custodian, these Individual Portfolios will be managed solely by the Investment Adviser in accordance with specific instructions from the Shareholder. Individual Portfolios are designed to complement investment in the Pool by providing specific investments for surplus funds or for a portion of the proceeds of a debt issue where liquidity is not needed or wher e specific expenditures are to be funded. For proceeds of debt issues, an Individual Portfolio may be appropriate for Shareholders with relatively lengthy project drawdown schedules, or for Shareholders that wish to match expected construction draws more closely with investment maturities to fix earnings on some or all of their funds. Individual Portfolios may also be appropriate for the investment of debt service reserve funds and certain funds subject to investment yield restrictions. The Investment Adviser will assist each Shareholder in evaluating t he possible use of an Individual Portfolio. For further information, call the Investment Adviser at (800) 729 -7665. In order to establish an Individual Portfolio, the Shareholder must first establish an account with the Trust either as a Participant or a n Investor. The Custodian will hold assets in an Individual Portfolio in a separate account in the Shareholder’s name. However, Individual Portfolios are not assets of the Trust and are not under the management or supervision of the Board of Trustees .
Investment Policies
Assets in an Individual Portfolio may be invested in those investments that are legal investments for the Shareholder under the California Government Code and the Shareholder’s investment policy or are permitted under the terms of related debt issue documents, if any. Individual Portfolios are not governed by the investment policy of the Trust. The Investment Adviser will invest assets in the Individual Portfolios in accordance with the prudent investor standard of the California Government Code. A Shareholder should discuss the characteristics of specific investments in an Individual Portfolio with the Investment Adviser.
Opening an Individual Portfolio
The Investment Adviser offers advice on Individual Portfolio investments to Sharehol ders in order to provide Shareholders with the benefits of coordinating the investments in an Individual Portfolio with investing in the Pool and the economies achieved by using the Trust’s Custodian. Accordingly, before Public Agency funds are invested i n an Individual Portfolio, the Public Agency must first join the Trust or become an Investor (See Part 1 - Investing). A Shareholder may then open an Individual Portfolio by signing a separate agreement with PFM Asset Management LLC and U.S. Bank National Association, Minneapolis, Minnesota. Shareholders should contact the Investment Adviser directly at (800) 729 -7665 regarding investments in an Individual Portfolio.
Individual Portfolio Transactions
The Investment Adviser will arrange for the execution of all security transactions in an Individual Portfolio on behalf of the Shareholder. Individual Portfolio transactions are normally conducted through the Shareholder’s pre -designated Pool account using the Pool’s convenient and economic cash management tools. In arranging for security transactions, the Investment Adviser will give primary consideration to obtaining the most favorable price and efficient execution of transactions. Investment transactions can only be executed on Business Days during normal operating hours.
Individual Portfolio Investments The Investment Adviser will purchase investments for an Individual Portfolio based upon specific instructions received from the Shareholder. When investing the proceeds of debt issues, the Investment Adviser will request a schedule of expected withdrawals, which will be used in managing investments to help assure adequate liquidity. Investment purchases for an Individual Portfolio are settled by the Custodian using funds made available from the Shareholder’s pre-designated Pool account (see Part 1 - Investing).
CAMP®
Program Guide—January 12, 2023
Page|30
Individual Portfolio Withdrawals Shareholders may arrange for the sale of investments in an Individual Portfolio by contacting the Investment Adviser directly at (800) 729-7665. Sales made prior to maturity will be made at the current market price which may be lower or higher than the investment’s book value. Proceeds and earnings from the maturity, sale, or coupon payment of any investment in a Shareholder’s Individual Portfolio will be deposit ed automatically into the Shareholder’s pre-designated Pool account where they may be withdrawn by the Shareholder in accordance with Pool withdrawal procedures (see Part 1 - Investing).
Arbitrage Rebate Compliance
The Investment Adviser has agreed to provide arbitrage rebate compliance services for proceeds of tax-exempt debt issues invested in the Trust and will provide similar services for funds invested in an Individual Portfolio.
The Investment Adviser has agreed to manage Individual Portfolios tha t the Shareholder designates for the proceeds of a debt issue in accordance with arbitrage rebate regulations. At the Shareholder’s request, the Investment Adviser will provide arbitrage rebate compliance services for the proceeds of tax-exempt debt issues to include funds in both the Shareholder’s Pool, Term, and Individual Portfolio accounts (see Part 2 - Rebate Calculation Services for the Proceeds of Debt Issues).
Since the yield on an Individual Portfolio may not be fixed, Shareholders should consult with their counsel or financial adviser as to the appropriateness of investing proceeds of tax-exempt bonds in an Individual Portfolio in the event that covenants with bondholders or provisions of the Internal Revenue Code restrict the yield on investment of the bond proceeds.
Individual Portfolio Costs
All costs associated with an Individual Portfolio will be charged separately to the Shareholder that has set up the Individua l Portfolio. Unless an alternative fee schedule has been negotiated, for services provided to Individual Portfolios by the Investment Adviser, the Shareholder will be billed a fee, in monthly installments, based on the following percentages of the average daily net assets of each Individual Portfolio:
Average Daily Net Assets Annual Rate
First $25 million 0.10%
Over $25 million 0.08%
Individual Portfolios will also be charged an annual custody administration fee of $200, plus a portfolio market value-based fee of 1/3 basis point (0.00333%), plus applicable custody transaction fees. A detailed schedule of custody fees is availabl e upon request.
All Individual Portfolios of a single Shareholder will be aggregated to determine the fee for that Shareholder.
Custodian
The Trust has arranged for its Custodian, U.S. Bank National Association, Minneapolis, Minnesota, to provide custody for assets of each Individual Portfolio.
The Custodian holds cash and securities of each Individual Portfolio in a separate account in the name of the appropriate Shareholder. The Custodian does not participate in determining investment decisions for the Indi vidual Portfolios. The Investment Adviser may invest in the Custodian’s obligations and may buy or sell securities through the Custodian.
For further information or assistance regarding Individual Portfolios, please call the Investment Adviser at (800) 72 9- 7665.
ONE CALIFORNIA STREET
SUITE 1000
SAN FRANCISCO
CALIFORNIA 94111
213 MARKET STREET
HARRISBURG
PENNSYLVANIA 17101
PHONE (800) 729-7665
FAX (888) 535-0120
www.camponline.com
CAMP® is a registered trademark and the CAMP logos and designs are trademarks owned by the California Asset Management Trust (Trust).
Program Fact Sheet
17-day net yield, also known as the current annualized yield, represents the net change, exclusive of capital changes and income other than investment income, in the value of a hypothetical account with a balance of one share (normally $1.00 per share) over a seven-day base period expressed as a percentage of the value of one share at the beginning of the seven-day period. This resulting net change in account value is then annualized by multiplying it by 365 and dividing the result by 7. 2 The monthly distribution yield represents the net change in the value of a hypothetical account with a value of one share (normally $1.00 per share) resulting from all dividends declared during a month by the Pool expressed as a percentage of the value of one share at the beginning of the month. This resulting net change is then annualized by multiplying it by 365 and dividing it by the number of calendar days in the month. 3 Weighted Average Maturity: Calculated by the final maturity for a security held in the portfolio and the interest rate reset date. This is a way to measure a fund’s sensitivity to potential interest rate changes.
4 Standard & Poor’s fund ratings are based on analysis of credit quality, market price exposure, and management. According to Standard & Poor’s rating criteria, the AAAm rating signifies excellent safety of investment principal and a superior capacity to maintain a $1.00 per share net asset value. However, it should be understood that the rating is not a “market” rating nor a recommendation to buy, hold or sell the securities. For a full description on rating methodology, visit Standard & Poor’s website (http://www.standardandpoors.com/ratings/en_US/web/guest/home). 5 The AAAf rating reflects Fitch Ratings’ (“Fitch”) review of the Term program’s investment and credit guidelines, the portfolio’s credit quality and diversification, as well as the capabilities of PFM Asset Management LLC as investment adviser. It indicates the highest underlying credit quality (or lowest vulnerability to default). However, it should be understood that this rating is not a “market” rating nor a recommendation to buy, hold or sell the securities. For a full description on rating methodology visit www.fitchratings.com.
6As of the last day of the month. The 30-day yield represents the net change, exclusive of capital changes and income other than investment income, in the value of a hypothetical account with a balance of one share (normally $1.00 per share) over a thirty-day base period expressed as a percentage of the value of one share at the beginning of the thirty-day period. This resulting net change in account value is then annualized by multiplying it by 365 and dividing the result by 30.
POOL FACTS
7-Day Net Yield1
Monthly Distribution Yield2
Weighted Average Maturity3
Pool Rating4
August 31, 2024
As of August 31, 2024
5.42%
5.41%
44 Days
AAAm by Standard and Poor’s
SERVICE PROVIDERS
Investment Adviser, Administrator and Transfer Agent:
PFM Asset Management LLC
Distributor: PFM Fund Distributors, Inc
Depository and Custodian: U.S. Bank, N.A.
Independent Auditor: Ernst & Young LLC
Counsel: Nossaman LLP
Pool Diversification as of August 31, 2024
Credit Quality Distribution
(Standard & Poor’s Fund Ratings)
Sector Composition
Pool Performance (30-Day Net Yield6 %)
5.56%
5.57%
5.58%
5.56%
5.54%
5.52%
5.49%
5.45%
5.44%
5.44%
5.45%
5.43%
0.00%
1.00%
2.00%
3.00%
4.00%
5.00%
6.00%
CAMP is a California Joint Powers Authority established in 1989 to provide California public agencies with professional investment services.
INVESTMENT OBJECTIVE
To earn a high rate of return while preserving principal and providing liquidity. The Pool seeks to maintain a stable NAV of $1.00 per share and the TERM Portfolio seeks to achieve a NAV of $1.00 per share at the stated maturity.
CASH RESERVE PORTFOLIO (POOL)
A short-term cash reserve portfolio and cash management vehicle permitted as an investment for all local agencies under California Government Code Section 53601(p).
TERM PORTFOLIO
A fixed rate, fixed term portfolio rated AAAf by Fitch
Ratings
5 and permitted as an investment for all local
agencies under California Government Code Section
53601(p).
Repurchase
Agreements
37%
Commercial
Paper
32%
Negotiable
Certificates of
Deposit
29%
Corporate Notes
2%
Money
Market Fund
<1%
A-1
69%
A-1+
29%
A+
2% A
<1%
AAAm
<1%
Must be preceded or accompanied by a Program Guide. For a current Program Guide, which contains more complete information, please visit http://www.camponline.com/ or call 800-729-7665. Before investing, consider the investment objectives, risks, charges and expenses of the pool carefully. This and other information can be found in the Program Guide. Read the Program Guide carefully before you invest or send money. 1Source: iMoneyNet First Tier Institutional Money Market Fund Average; benchmark yields are as of the last business day of each month. This index is comprised of funds rated in the top grade that invest in high-quality financial instruments with dollar-weighted average maturities of less than 60 days. It is not possible to invest directly in such an index.
Past performance is no guarantee of future results. Yields will fluctuate as market conditions change. The current fund performance may be higher or lower than that cited. The yields shown may reflect fee waivers by service providers that subsidize and reduce the total operating expenses of the Pool. Pool yields would be lower if there were no such waivers. Important disclosure information is provided on the following page.
CAMP
® is a registered trademark and the CAMP logos and designs are trademarks owned by the California Asset Management Trust (Trust).
This information is for institutional investor use only, not for further distribution to retail investors, and does not represent an offer to sell or a solicitation of an offer to buy or sell any fund or other security. Investors should consider the Trust’s investment objectives, risks, charges and expenses before investing in the Trust. This and other information about the Trust is available in the Trust’s current Information Statement, which should be read carefully before investing. A copy of the Trust’s Information Statement may be obtained by calling 1-800-729-7665 or is available on the Trust’s website at www.camponline.com. While the Cash Reserve Portfolio seeks to maintain a stable net asset value of $1.00 per share and the CAMP Term Portfolio seeks to achieve a net asset value of $1.00 per share at the stated maturity, it is possible to lose money investing in the Trust. An investment in the Trust is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Shares of the Trust are distributed by PFM Fund Distributors, Inc., member Financial Industry Regulatory Authority (FINRA) (www.finra.org) and Securities Investor Protection Corporation (SIPC) (www.sipc.org). PFM Fund Distributors, Inc. is an affiliate of PFM Asset Management LLC.
Average Annual Return as of August 31, 2024
www.camponline.com | 1.800.729.7665 | [email protected]
Month 3-Month 1-Year 3-Year 5-Year
CAMP Cash Reserve
Portfolio 5.43% 5.58% 5.66% 3.60% 2.43%
iMoneyNet Prime
Money Market Fund
Index1
5.17% 5.28% 5.36% 3.37% 2.22%
0.00%
1.00%
2.00%
3.00%
4.00%
5.00%
6.00%
CAMP Cash Reserve
Portfolio
iMoneyNet Prime Money
Market Fund Index
AMENDED AND RESTATED BY-LAWS OF
CALIFORNIA ASSET MANAGEMENT TRUST
A California Joint Exercise of Powers Authority and Common Law Trust Established Under a Declaration of Trust
Dated as of December 15, 1989, as amended and restated as of October 25, 2022
-i-
TABLE OF CONTENTS
Page
ARTICLE I. GENERAL .................................................................................................................1 Section 1. Principal Offices. ..................................................................................................................................... 1 Section 2. Other Offices. .......................................................................................................................................... 1 Section 3. Definitions. .............................................................................................................................................. 1 ARTICLE II. SHAREHOLDERS ..................................................................................................1 Section 1. Action By Participants. ............................................................................................................................ 1 Section 2. Record Date. ............................................................................................................................................ 1 Section 3. Inspection of Records. ............................................................................................................................. 2 ARTICLE III. TRUSTEES .............................................................................................................2 Section 1. Public Agency Representation on the Board of Trustees. ........................................................................ 2 Section 2. Disqualification of Persons as Trustees. .................................................................................................. 2 Section 3. Meetings of the Trustees. ......................................................................................................................... 2 Section 4. Quorum and Manner of Acting. ............................................................................................................... 3 Section 5. Procedure for Filling Vacancies on the Board of Trustees. ..................................................................... 3 ARTICLE IV. COMMITTEES OF TRUSTEES............................................................................4 Section 1. Executive and Other Committees. ........................................................................................................... 4 Section 2. Meetings, Quorum and Manner of Acting. .............................................................................................. 5 ARTICLE V. OFFICERS ...............................................................................................................5 Section 1. General Provisions. .................................................................................................................................. 5 Section 2. Terms of Office and Qualifications. ........................................................................................................ 5 Section 3. Removal. .................................................................................................................................................. 5 Section 4. Powers and Duties of the President. ........................................................................................................ 5 Section 5. Powers and Duties of the Vice Presidents. .............................................................................................. 5 Section 6. Powers and Duties of the Treasurer. ........................................................................................................ 6 Section 7. Powers and Duties of the Secretary. ........................................................................................................ 6 Section 8. Powers and Duties of the Assistant Treasurers. ....................................................................................... 6 Section 9. Powers and Duties of the Assistant Secretaries. ...................................................................................... 6 Section 10. Compensation of Officers; Reimbursement for Expenses. .................................................................... 6 ARTICLE VI. CONTRACTS, CHECKS AND DRAFTS .............................................................7 Section 1. Contracts. ................................................................................................................................................. 7 Section 2. Checks and Drafts. ................................................................................................................................... 7 ARTICLE VII. FISCAL YEAR .....................................................................................................7 ARTICLE VIII. SEAL ....................................................................................................................7 ARTICLE IX. ADMINISTRATIVE SERVICES ..........................................................................7 Section 1. Custodian. ................................................................................................................................................ 7 Section 2. Other Administrative Services. ................................................................................................................ 7 Section 3. Central Certification System. ................................................................................................................... 8 Section 4. Acceptance of Receipts in Lieu of Certificates. ....................................................................................... 8 ARTICLE X. INDEMNIFICATION AND INSURANCE ............................................................8 Section 1. Indemnification of Trustees and Officers. ............................................................................................... 8
-ii-
Section 2. Indemnification of Employees and Agents. ............................................................................................. 9 Section 3. Right of Trustees and Officers to Bring Suit. .......................................................................................... 9 Section 4. Successful Defense. ................................................................................................................................. 9 Section 5. Nonexclusivity of Rights. ...................................................................................................................... 10 Section 6. Insurance. ............................................................................................................................................... 10 Section 7. Expenses as a Witness. .......................................................................................................................... 10 Section 8. Indemnity Agreements. .......................................................................................................................... 10 Section 9. Severability. ........................................................................................................................................... 10 Section 10. Effect of Repeal or Modification. ........................................................................................................ 10 ARTICLE XI. ISSUANCE OF SHARES ....................................................................................11 ARTICLE XII. NET ASSET VALUE OF SHARES ...................................................................11 ARTICLE XIII. DIVIDENDS AND DISTRIBUTIONS .............................................................11 ARTICLE XIV. AMENDMENTS ...............................................................................................11 ARTICLE XV. LIMITATION OF LIABILITY ..........................................................................12
1 BY-LAWS
OF THE
CALIFORNIA ASSET MANAGEMENT TRUST
(Dated as of December 15, 1989, as amended and restated as of October 25, 2022)
A California Joint Exercise of Powers Authority and Common Law Trust established under a Declaration of Trust dated as of December 15, 1989 (as amended and restated as of October 25, 2022 (the “Declaration of Trust”)
ARTICLE I. GENERAL
Section 1. Principal Offices.
Until changed by the Trustees, the principal office of the Trust shall be co-located at One California Street, Suite 1000, San Francisco, California 94111, and 213 Market Street, Harrisburg, Pennsylvania 17101. Each such location shall be considered a principal office of the Trust for all purposes, including, but not limited to, determining the location for the conduct of meetings of the Trustees.
Section 2. Other Offices.
The Trust may have offices in such other places without as well as within the State of California as the Trustees may from time to time determine.
Section 3. Definitions.
Unless otherwise stated herein, capitalized terms have the meanings assigned by the Declaration of Trust, as amended from time to time.
ARTICLE II. SHAREHOLDERS
Section 1. Action By Participants.
Any action which may be taken by the Participants may be taken if a majority of the outstanding voting securities of the Class or Series, as may be applicable, entitled to vote thereon (or such larger proportion thereof as shall be required by law, the Declaration of Trust, or these By-Laws for approval of such matter) consent to the action in writing and the written consents are filed with the records of the Trust. Prompt notice shall be given of any Trust action approved by the Participants by less than unanimous written consent to those Participants who did not consent in writing to such action.
Section 2. Record Date.
For the purpose of determining the Shareholders entitled to participate in any distribution, or for the purpose of any other action, the Trustees shall fix a date not more than sixty (60) days prior to the date of any distribution or other action as a record date for the determination of the Shareholders of record for such purposes.
2 Section 3. Inspection of Records.
The records of the Trust shall be open to inspection by the Shareholders at any time during usual business hours of the Trust, upon written demand on the Trust, for a purpose reasonably related to such Shareholder’s interest as a Shareholder.
ARTICLE III. TRUSTEES
Section 1. Public Agency Representation on the Board of Trustees.
At least one of the Trustees shall be either a member of the governing body, an officer or a full-time employee of a California Public Agency of each of the following classes:
(a) A county; and
(b) A city; and
(c) A public district or other public or sovereign entity, including a Joint Powers Authority and a federally recognized Indian tribe; provided, however, that a Public Agency of such class has become and remains a Participant of the Trust.
In the event that there is a vacancy in any class of Public Agency entitled to representation on the Board of Trustees, the Trustees shall fill such vacancy as soon as practicable. During such vacancy, the Trustees shall continue to have all the powers granted to the Trustees, and no action by the Trustees shall be invalidated by such vacancy.
By resolution duly adopted by a majority of the Trustees, the Trustees may designate additional classes of Public Agencies as being entitled to representation on the Board of Trustees. The Trustees may designate a class of Public Agencies as being entitled to representation on the Board of Trustees if at least one member of the class has become a Participant of the Trust. The number of classes shall in no event exceed the maximum number of Trustees established under Section 3.2 of the Declaration of Trust.
Section 2. Disqualification of Persons as Trustees.
No person who is an affiliate of the Trust’s investment adviser, administrator, distributor, custodian, or any other agency shall serve as Trustee of the Trust. If a Trustee ceases to be a member of the governing body, officer or full-time employee of a California Public Agency that is a Participant, the Trustee shall no longer be qualified to serve on the Board of Trustees and the position shall be deemed to be vacant.
Section 3. Meetings of the Trustees.
The Trustees may in their discretion provide for regular meetings of the Trustees. Notice of regular meetings need not be given if the time and place of such meetings are fixed in advance by the Board of Trustees. Meetings of Trustees other than regular meetings may be called by the President or by a majority of the Trustees. Notice of the time and place of each special meeting shall be given by the Secretary or an Assistant Secretary or by the Trustees calling the meeting
3 and shall be mailed to each Trustee at least four days before the meeting, or delivered personally to such person at least 48 hours before the meeting. Notice of a special meeting need not be given to any Trustee if a written waiver of notice, executed by such person at or prior to the meeting, is filed with the Secretary, or to any Trustee who attends the meeting. A notice or waiver of notice of a special meeting must specify the purpose of the meeting. The agenda of any regular meeting shall be posted at least 72 hours prior to the regular meeting, and the notice and agenda of any special meeting shall be posted at least 24 hours prior to the special meeting, in a location that is freely accessible to members of the public. All meetings of the Trustees shall be open and public, except as permitted by California Government Code Sections 54950 et seq. (the “Brown Act”). All meetings of the Trustees shall be conducted in accordance with the Brown Act.
Section 4. Quorum and Manner of Acting.
A majority of the Trustees shall be present in person or by audio or video teleconference at any regular or special meeting of the Trustees in order to constitute a quorum for the transaction of business at such meeting, and (except as otherwise required by law, the Declaration of Trust, or these By-Laws) the act of a majority of the Trustees present at any such meeting, at which a quorum is present, shall be the act of the Trustees. The Trustees present at a duly called meeting at which a quorum is initially present may continue to do business notwithstanding the withdrawal of Trustees, provided any action taken is approved by at least a majority of the required quorum for such meeting. In the absence of a quorum, a majority of the Trustees present may adjourn the meeting to a time and place specified in the order of adjournment. A copy of the order of adjournment shall be conspicuously posted on or near the door of the place where the meeting was held within 24 hours after the time of adjournment.
Section 5. Procedure for Filling Vacancies on the Board of Trustees.
By resolution duly adopted by a two-thirds vote by the full Board of Trustees, the Trustees shall establish and may revise the number of Trustees suitable to manage the Trust under the then-current operating environment, provided, however, that the number of Trustees shall be not less than three and not greater than fifteen and shall not be less than the number of classes of California Public Agencies entitled to representation on the Board of Trustees as set forth in Section 1 of this Article III. In the event that there is a change in the operating environment, the Trustees shall, by resolution duly adopted by a two-thirds vote of the full Board of Trustees, modify the number of Trustees as they deem appropriate. The number of Trustees shall be an odd number.
Every two (2) years a notice shall be disseminated to the Participants indicating that the Trust is soliciting letters of interest from individuals to join the Board of Trustees. A list of the individuals that have submitted a letter of interest, and each submitted letter of interest, shall be maintained for the two (2) year period subsequent to the dissemination of such notification. In the event that there is a vacancy on the Board of Trustees, the Trustees shall fill that vacancy by considering persons who have satisfied the following selection criteria:
(a) Submission of a current letter of interest;
(b) Fiscal or Financial Officer of a Participant of the Trust;
4 (c) Officer of a Participant located in a then under -represented geographic region of California as defined below, if feasible; (d) Demonstration of an interest in the Trust by attending a meeting of the Board of Trustees; and
(e) Participation in an interview with a panel of the Trustees, to be established by an action of the Board of Trustees, (the “Candidate Review Panel ”) and, based upon that interview, is recommended to the full Board as a suitable candidate.
Upon recommendation by the Candidate Review Panel, at the Trustees’ next regularly scheduled meeting, the Trustees will consider the recommendation and may appoint a new Trustee by the vote of the Trustees to serve pursuant to the conditions set forth in the By-Laws and Declaration of Trust. In the course of considering a recommendation from the Candidate Review Panel, the Trustees shall make a good faith effort to (i) create a geographic balance among the Trustees in regard to the number of Trustees from Participants located in Southern California, comprising of San Diego, Imperial, Riverside, Orange, Los Angeles, San Bernardino, Ventura, Kern, Santa Barbara, and San Luis Obispo Counties, and Participants located in Northern California, defined as the region comprised of all other counties in California; and (ii) provide for Trustee representation that reflects the diversity of agency size.
ARTICLE IV. COMMITTEES OF TRUSTEES
Section 1. Executive and Other Committees.
The Trustees by vote of a majority of all the Trustees may elect from their own number an Executive Committee to consist of not less than two (2) to hold office at the pleasure of the Trustees, which shall have the power to conduct the current and ordinary business of the Trust while the Trustees are not in session, including the purchase and sale of securities and such other powers of the Trustees as the Trustees may, from time to time, delegate to them, except those powers which by law, the Declaration of Trust, or these By-Laws they are prohibited from delegating and except with respect to (a) the approval of any action which also requires the approval of the Participants or any Class or Series of the Participants, (b) the filling of vacancies on the Board of Trustees or on any Committee, (c) the fixing of compensation of the Trustees, (d) the amendment of the By-Laws, (e) the amendment of any resolution of the Board of Trustees which by its terms is not so amendable, (f) a dividend or distribution to the Shareholders other than at a rate or in a periodic amount or price range determined by the Board of Trustees, and (g) the appointment of other Committees or the members thereof. The Trustees may also elect from their own number or other persons other Committees from time to time, the number composing such Committees, the powers conferred upon the same (subject to the same limitations as the Executive Committee), and the term of membership on such Committees to be determined by the Trustees. The Trustees may designate a Chairman of any such Committee. In the absence of such designation, the Committee may elect its own Chairman.
5 Section 2. Meetings, Quorum and Manner of Acting.
Meetings and action of Committees shall be held and taken in accordance with the procedures for meetings of the Board of Trustees, except as otherwise provided by law, by the By-Laws or by resolution of the Board of Trustees. Each Committee shall keep regular minutes of its meetings and cause them to be recorded in a book designated for that purpose and kept in the office of the Trust.
ARTICLE V. OFFICERS
Section 1. General Provisions.
The officers of the Trust shall be a President, a Treasurer, and a Secretary, who shall be elected by the Trustees. The Trustees may elect or appoint such other officers or agents as the business of the Trust may require, including one or more Vice Presidents, one or more Assistant Secretaries and one or more Assistant Treasurers. The Trustees may delegate to any officer or Committee the power to appoint any subordinate officers or agents.
Section 2. Terms of Office and Qualifications.
Except as otherwise provided by law, the Declaration of Trust, or these By-Laws, all officers shall hold office at the pleasure of the Trustees. Any two or more offices may be held by the same person. The President, Vice-President and Treasurer shall all be Trustees. Any other officer may be, but none need be, a Trustee.
Section 3. Removal.
The Trustees, at any regular or special meeting of the Trustees, may remove any officer with or without cause. Any officer or agent appointed by any officer or Committee may be removed with or without cause by such appointing officer or Committee.
Section 4. Powers and Duties of the President.
The President shall be a Trustee. The President may call meetings of the Trustees and of any Committee thereof when such person deems it necessary and shall preside at all meetings of the Trustees. Subject to the control of the Trustees and any Committees of the Trustees, such person shall at all times exercise general supervision and direction over the affairs of the Trust.
The President shall have the power to employ such subordinate officers, employees, and agents, as such person may find necessary to transact the business of the Trust. Such person shall also have the power to grant, issue, execute or sign such powers of attorney, proxies, or other documents as may be deemed advisable or necessary in furtherance of the interests of the Trust.
The President shall also have such powers and duties as, from time to time, may be conferred upon or assigned to such person by the Trustees.
Section 5. Powers and Duties of the Vice Presidents.
In the absence or disability of the President, the Vice President, or if there be more than one Vice President any Vice President designated by the Trustees, shall perform all the duties and may exercise any of the powers of the President, subject to the control of the Trustees. Each Vice President shall perform such other duties as may be assigned to such person from time to time by the Trustees or the President.
6 Section 6. Powers and Duties of the Treasurer.
The Treasurer shall be the principal financial and accounting officer of the Trust. Such person shall deliver all funds of the Trust which may come into such person’s hands to such custodian as the Trustees may employ pursuant to Article IX of these By-Laws. Such person shall render a statement of condition of the finances of the Trust to the Trustees as often as they shall require the same and such person shall in general perform all the duties incident to the office of the Treasurer and such other duties as from time to time may be assigned to such person by the Trustees. The Treasurer shall give a bond for the faithful discharge of such person’s duties in such sum and with such surety or sureties as the Trustees shall require. The Treasurer shall also perform the functions of depository and auditor or controller as specified in the Joint Exercise of Powers Act.
Section 7. Powers and Duties of the Secretary.
The Secretary shall keep the records of all action of the Participants in proper books provided for that purpose; such person shall have custody of the seal of the Trust; and such person shall have charge of the Share transfer books, lists, and records unless the same are in the charge of the Transfer Agent. Such person shall attend to the giving and serving of all notices by the Trust in accordance with the provisions of these By-Laws and as required by law. Such person shall keep the minutes of all meetings of the Trustees and Committees. Such person shall perform such other duties and have such other powers in addition to those specified in these By- Laws as the Trustees shall from time to time designate.
Section 8. Powers and Duties of the Assistant Treasurers.
In the absence or disability of the Treasurer, any Assistant Treasurer designated by the Trustees shall perform all the duties, and may exercise any of the powers, of the Treasurer. The Assistant Treasurers shall perform such other duties as from time to time may be assigned to them by the Trustees. Each Assistant Treasurer shall give a bond for the faithful discharge of such person’s duties, if required to do so by the Trustees, in such sum and with such surety or sureties as the Trustees shall require.
Section 9. Powers and Duties of the Assistant Secretaries.
In the absence or disability of the Secretary, any Assistant Secretary designated by the Trustees shall perform all of the duties, and may exercise any of the powers, of the Secretary.
The Assistant Secretaries shall perform such other duties as from time to time may be assigned to them by the Trustees.
Section 10. Compensation of Officers; Reimbursement for Expenses. The compensation of the officers shall be fixed from time to time by the Trustees or by any Committee or officer upon whom such power may be conferred by the Trustees. No Trustee shall be entitled to fixed compensation. The Trust may, however, advance to the Trustees and officers, or reimburse the Trustees and officers, or other persons on CAMP® official business upon approval of the Trustees, for all costs and expenses incurred in connection with attendance at meetings of the Trustees and Committee meetings.
7 ARTICLE VI. CONTRACTS, CHECKS AND DRAFTS
Section 1. Contracts.
The Trustees may authorize any officer or agent to enter into any contract or to execute and deliver any instrument in the name and on behalf of the Trust, and such authority may be general or confined to specific instances. All contracts entered into on behalf of the Trust shall comply with Section 4.5 of the Declaration of Trust.
Section 2. Checks and Drafts.
All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Trust shall be signed by such officer or officers or agent or agents of the Trust and in such manner as shall from time to time be determined by the Trustees.
ARTICLE VII. FISCAL YEAR
The fiscal year of the Trust shall begin on the first day of January in each year and shall end on the thirty-first day of December in each year, provided, however that the Trustees may from time to time change the fiscal year.
ARTICLE VIII. SEAL
The Trustees shall adopt a seal which shall be in such form and shall have such inscription thereon as the Trustees may from time to time prescribe.
ARTICLE IX. ADMINISTRATIVE SERVICES
Section 1. Custodian.
The Trustees shall at all times employ one or more banks or trust companies having a capital, surplus and undivided profits of at least one hundred million dollars ($100,000,000) as Custodian with authority as its agent, but subject to such restrictions, limitations or other requirements, if any, as may be contained in the Declaration of Trust. The Custodian shall constitute a “Depository” within the meaning of California Government Code Section 53630 or any successor provision. Except as otherwise provided herein, all moneys and all investment securities of the Trust shall be held by the Custodian at all times. The Custodian may act as transfer agent, disbursement agent, and agency for any other legal purposes not inconsistent with the Declaration of Trust.
Section 2. Other Administrative Services.
Subject to the provisions of the Declaration of Trust, the Trustees may employ one or more professional organizations to act as investment adviser, transfer agent, registrar, dividend disbursement agent, administrator, distributor, and customer servicing agent. It is contemplated that the Trust will have no full-time employees and that all administrative operations of the Trust will be carried out by such independent contractors, operating under service agreements with the Trust.
8 Section 3. Central Certification System.
The Trustees may direct the Custodian to deposit all or any part of the securities owned by the Trust in a system for the central handling of securities established by a national securities exchange or a national association registered with the Securities and Exchange Commission under the Securities Exchange Act of 1934, or such other person as may be permitted by that Commission, pursuant to which system all securities of a particular class or series of an issuer deposited within the system are treated as fungible and may be transferred or pledged by bookkeeping entry without physical delivery of such securities, provided that all such deposits shall be subject to withdrawal only upon the order of the Trustees.
Section 4. Acceptance of Receipts in Lieu of Certificates.
The Trustees may direct the Custodian to accept written receipts or other written evidence indicating purchases of securities held in book-entry form in the Federal Reserve System in accordance with the regulations promulgated by the Board of Governors of the Federal Reserve System and the local Federal Reserve Banks in lieu of receipt of certificates representing such securities.
ARTICLE X. INDEMNIFICATION AND INSURANCE
Section 1. Indemnification of Trustees and Officers.
Each person who was or is a party or is threatened to be made a party to or is involved in any threatened, pending or completed action, suit or proceeding, formal or informal, whether brought in the name of the Trust or otherwise and whether of a civil, criminal, administrative or investigative nature (hereinafter, a “proceeding”), by reason of the fact that such person, or a person of whom such person is the legal representative, is or was a Trustee or officer of the Trust whether the basis of such proceeding is an alleged action or inaction in an official capacity or in any other capacity while serving as such a Trustee or officer, shall, subject to the terms of any agreement between the Trust and such person, be indemnified and held harmless by the Trust to the fullest extent permissible under applicable law and the Declaration of Trust, against all costs, charges, expenses, liabilities and losses (including, without limitation, attorneys’ fees, judgments, fines, and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith, and such indemnification shall continue as to a person who has ceased to be a Trustee or officer and shall inure to the benefit of such person’s heirs, executors and administrators; provided, however, that (a) the Trust shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Board of Trustees of the Trust; (b) the Trust shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof), other than a proceeding by or in the name of the Trust to procure a judgment in its favor, only if any settlement of such a proceeding is approved in writing by the Trustees; (c) no such person shall be indemnified (i) except to the extent that the aggregate of losses to be indemnified exceeds the amount of such losses for which such person is paid pursuant to any trustees’, directors’ and officers’ liability insurance policy maintained by the Trust or (ii) if a court of competent jurisdiction finally determines that any indemnification hereunder is unlawful; and (d) no such person shall be indemnified with regard to any liability incurred by reason of such person’s willful misfeasance, bad faith, gross negligence or reckless disregard of duty. The right to indemnification conferred in this Section 1 shall be a contract
9 between the Trust and each person entitled to indemnification hereunder who serves in any capacity specified in this Section 1 at any time while these provisions are in effect, and any repeal or modification thereof shall not affect any right or obligation then existing with respect to any state of facts then or previously existing or any proceeding previously or thereafter brought or threatened based in whole or in part upon any such state of facts. Such a contract right may not be modified retroactively without the consent of such person. The right to indemnification conferred in this Section 1 shall include the right to be paid by the Trust expenses incurred in defending any proceeding in advance of its final disposition; provided, however, that such advances shall be made only upon delivery to the Trust of a written undertaking, by or on behalf of such Trustee or officer, to repay all amounts to the Trust if it shall be ultimately determined that such person is not entitled to be indemnified.
Section 2. Indemnification of Employees and Agents.
A person who was or is a party or is threatened to be made a party to or is involved in any proceeding by reason of the fact that such person is or was an employee or agent of the Trust, whether the basis of such proceeding is an alleged action or inaction in an official capacity or in any other capacity while serving as such an employee or agent, may, subject to the terms of any agreement between the Trust and such person, be indemnified and held harmless by the Trust to the fullest extent permitted under applicable law and the Declaration of Trust, against all costs, charges, expenses, liabilities and losses (including, without limitation, attorneys' fees, judgments, fines, and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith. The immediately preceding sentence is not intended to be and shall not be construed to confer a contract right on any such person (other than the persons referred to in Section 1 of this Article).
Section 3. Right of Trustees and Officers to Bring Suit.
If a claim under Section 1 of this Article is not paid in full by the Trust within 30 days after a written claim has been received by the Trust, the claimant may at any time thereafter bring suit against the Trust to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall also be entitled to be paid the expense of prosecuting such claim.
Neither the failure of the Trust (including its Board of Trustees, its independent legal counsel, or its Participants) to have made a determination prior to the commencement of such action that indemnification of the claimant is permissible in the circumstances because such person has met the applicable standard of conduct, if any, nor an actual determination by the Trust (including its Board of Trustees, its independent legal counsel, or its Participants) that the claimant has not met the applicable standard of conduct, shall be a defense to such action or create a presumption for the purposes of such action that the claimant has not met the applicable standard of conduct.
Section 4. Successful Defense.
Notwithstanding any other provision of this Article, to the extent that a person referred to in Section 1 of this Article has been successful on the merits or otherwise (including, without limitation, the dismissal of an action without prejudice or the settlement of a proceeding or action without admission of liability) in defense of any proceeding referred to in Section 1 of this Article or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including, without limitation, attorneys’ fees) actually and reasonably incurred in connection therewith.
10 Section 5. Nonexclusivity of Rights.
The right to indemnification provided by this Article shall not be exclusive of nor limit any other right which any person may have or hereafter acquire under any statute, bylaw, agreement, action of the Participants or disinterested Trustees or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be such a Trustee, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such person.
Section 6. Insurance.
The Trust may maintain insurance, at its expense, to protect itself and any Trustee, officer, employee or agent of the Trust against any expense, liability or loss asserted against such person or incurred by such person or arising out of such person’s status as such, whether or not the Trust would have the power to indemnify such person against such expense, liability or loss under applicable law, the Declaration of Trust or this Article. In addition to or in lieu of such insurance, the Trustees may create a fund or funds to secure such protection and may deposit moneys from the Trust property in such fund or funds from time to time in such amounts as the Trustees in their sole judgment may deem advisable.
Section 7. Expenses as a Witness.
To the extent that any Trustee, officer, employee or agent of the Trust is by reason of such position a witness in any proceeding, such person shall be indemnified against all costs and expenses actually and reasonably incurred by such person on such person’s behalf in connection therewith.
Section 8. Indemnity Agreements.
The Trust may enter into agreements with any Trustee, officer, employee or agent of the Trust providing for indemnification to the fullest extent permissible under applicable law and the Declaration of Trust.
Section 9. Severability.
Each and every paragraph, sentence, term and provision of this Article is separate and distinct so that if any paragraph, sentence, term or provision hereof shall be held to be invalid, unlawful or unenforceable for any reason, such invalidity, unlawfulness or unenforceability shall not affect the validity, lawfulness or enforceability of any other paragraph, sentence, term or provision hereof. To the extent required, any paragraph, sentence, term or provision of this Article may be modified by a court of competent jurisdiction to preserve its validity and to provide the claimant with, subject to the limitations set forth in this Article and any agreement between the Trust and such claimant, the broadest possible indemnification permitted under applicable law.
Section 10. Effect of Repeal or Modification.
Any repeal or modification of this Article shall not adversely affect any right of indemnification of a person referred to in Section 1 of this Article existing at the time of such repeal or modification with respect to any action or omission occurring prior to such repeal or modification.
11 ARTICLE XI. ISSUANCE OF SHARES
The Trustees in their discretion may, from time to time without approval of the Shareholders, issue Shares of any Series or Class in addition to the then issued and outstanding Shares of such Series or Class to such party or parties and for consideration in such amount not less than the greater of the net asset value per Share (determined as set forth in Article XII hereof) and of such type, including cash or property, at such time or times and on such terms as the Trustees may deem fitting, and may in such manner acquire other assets (including the acquisition of assets subject to, and in connection with, the assumption of liabilities) and businesses. In connection with any issuance of Shares, the Trustees may issue fractional Shares.
Reductions in the number of outstanding Shares of any Series or Class with respect to which the Trustees shall have established a policy of maintaining a constant net asset value per Share of such Series or Class may be made pursuant to the provisions of Section 7.4 of the Declaration of Trust in order to maintain the constant net asset value per share of such Series or Class.
Contributions to the Trust may be accepted for, and Shares shall be redeemed as, whole Shares and fractions of a Share as described in the Information Statement.
ARTICLE XII. NET ASSET VALUE OF SHARES
Net asset value per Share shall be determined as of 11:00 a.m., Pacific Time, each day the Trust is open for business. For the purpose of calculating the net asset value per Share, the securities held shall be valued pursuant to the amortized cost method. The amortized cost method of valuation shall mean the acquisition cost as adjusted for the amortization of premiums or accumulation of discounts. The daily amount of premium to be amortized and the daily amount of discount to be accumulated shall be calculated by dividing the amount of the premium or discount, as determined at the time of acquisition of a security by the Trust, by the number of days remaining from the date of the security's acquisition by the Trust until the maturity date of the security.
ARTICLE XIII. DIVIDENDS AND DISTRIBUTIONS
The days on which the determination of the net income of each Share shall occur (each such day, a “Business Day”), the deadline during such Business Day for such determination, the declaration of such net income as a dividend, and the determination of the record date for Shareholders entitled to receive such dividend shall be as set forth in the Information Statement. The Information Statement shall also provide for the manner in which such dividend is to be paid, including whether such dividend is to be payable in additional Shares, and when such dividend shall be payable. The Information Statement shall provide for the manner in which such net income is to be calculated. Capital distributions, if any, may be made in the manner set forth in the Information Statement.
ARTICLE XIV. AMENDMENTS
These By-Laws, or any of them, may be altered, amended, or repealed, or new By-Laws may be adopted, by the Trustees. The Trustees shall in no event adopt By-Laws which are in conflict with the Declaration of Trust; and any apparent inconsistency shall be construed in favor of the related provisions in the Declaration of Trust.
12 ARTICLE XV. LIMITATION OF LIABILITY
The Declaration of Trust establishing the Trust, dated as of December 15, 1989, a copy of which, together with all amendments thereto, is on file in the office of the Secretary of the Trust, provides that the name "California Asset Management Trust" and any substitute therefore refers to the Trustees under the Declaration of Trust collectively as Trustees, but not as individuals or personally; and no Trustee, Participant, officer, employee or agent of the Trust shall be held personally liable, nor shall resort be had to their private property for the satisfaction of any obligation or claim or otherwise, in connection with the affairs of the Trust, but the Trust property only shall be liable.
CAMP® is a registered trademark and the CAMP logos and designs are trademarks owned by the California Asset Management Trust (Trust).
ANNUAL
REPORT
December 31, 203
1 California Street, Ste 1000
6DQ)UDQFLVFR&$
11-5411
Phone (800) 729-7665
Fax (415) 982-4513
The CAMP Annual Report includes an Information Statement that contains important information on the California Asset Management Trust. Please read the Information Statement carefully before investing. &$03LVDUHJLVWHUHGWUDGHPDUNDQGWKH&$03ORJRVDQGGHVLJQV DUHWUDGHPDUNVRZQHG E\WKH&DOLIRUQLD$VVHW0DQDJHPHQW7UXVW
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Table of Contents
Report of Independent Auditors ........................................................................................................................................... 1 Management’s Discussion and Analysis .............................................................................................................................. 3 Statements of Net Position ................................................................................................................................................... 7 Statements of Changes in Net Position ............................................................................................................................... 8 Notes to Financial Statements ............................................................................................................................................. 9 Other Information – Schedule of Investments (unaudited)……………………………………………………………………...16 CAMP® is a registered trademark and the CAMP logos and desi gns are trademarks owned by the California Asset Management Trust (Trust).
This information is for institutional investor use only, not for further distribution to retail investors, and does not represent an offer to sell or a solicitation of an offer to buy or sell any fund or other security. Investors should consider the Trust’s investment objectives, risks, charges and expenses before investing in the Trust. This and other information about the Trust is available in the Trust’s current Information Statement, which should be read carefully before investing. A copy of the Trust’s Information Statement may be obtained by calling 1-800-729-7665 or is available on the Trust’s website at www.camponline.com. While the Cash Reserve Portfolio seeks to maintain a stable net asset value of $1.00 per share and the CAMP Term Portfolio seeks to achieve a net asset value of $1.00 per share at the stated maturity, it is possible to lose money investing in the Trust. An investment in the Trust is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Shares of the Trust are distributed by PFM Fund Distributors, Inc., member Financial Industry Regulatory Authority (FINRA) (www.finra.org) and Securities Investor Protection Corporation (SIPC) (www.sipc.org). PFM Fund Distributors, Inc. is an affiliate of PFM Asset Management LLC.
CAMP Annual Report | December 31, 2023 1
Report of Independent Auditors
To the Board of Trustees of the California Asset Management Trust Opinions
We
have audited the financial statements of the Cash Reserve Portfolio and CAMP Term Series DEC 2024 (each a Portfolio and collectively, the Portfolios) of the California Asset Management Trust (the Trust) which comprise the statements of net position as of December 31, 2023, and the related statements of changes in net position of the Cash Reserve Portfolio for the year then ended and changes in net position of CAMP Term Series DEC 2024 for the period from February 10, 2023 (commencement of operations) through December 31, 2023, and the related notes to the financial statements, which collectively comprise the Portfolios’ basic financial statements.
In our opinion, the accompanying financial statements referred to above present fairly, in all material respects, the financial position of each of the Portfolios at December 31, 2023, and the changes in financial position of the Cash Reserve Portfolio for the year then ended and changes in financial position of CAMP Term Series DEC 2024 for the period from February 10, 2023 (commencement of operations) through December 31, 2023, in accordance with accounting principles generally accepted in the United States of America.
Basis for Opinions
We conducted our audits in accordance with auditing standards generally accepted in the United States of America (GAAS). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of the Trust and to meet our other ethical responsibilities in accordance with the relevant ethical requirements relating to our audits. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinions.
Responsibilities of Management for the Financial Statements Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free of material misstatement, whether due to fraud or error.
In preparing the financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Cash Reserve Portfolio’s and CAMP Term Series DEC 2024’s ability to continue as a going concern for 12 months beyond the financial statement date, including any currently known information that may raise substantial doubt shortly thereafter.
Auditor’s Responsibilities for the Audit of the Financial Statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinions. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the financial statements.
In performing an audit in accordance with GAAS we:
Exercise professional judgment and maintain professional skepticism throughout the audit. Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.
2 CAMP Annual Report | December 31, 2023
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Portfolios’ internal control.
Accordingly, no such opinion is expressed.
Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the financial statements. Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about the Cash Reserve Portfolio’s and CAMP Term Series DEC 2024’s ability to continue as a going concern for a reasonable period of time.
We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control-related matters that we identified during the audit.
Required Supplementary Information
Accounting principles generally accepted in the United States of America require that the Management’s Discussion and Analysis be presented to supplement the basic financial statements. Such information is the responsibility of management and, although not a part of the basic financial statements, is required by the Governmental Accounting Standards Board, which considers it to be an essential part of financial reporting for placing the basic financial statements in an appropriate operational, economic, or historical context. We have applied certain limited procedures to the required supplementary information in accordance with auditing standards generally accepted in the United States of America, which consisted of inquiries of management about the methods of preparing the information and comparing the information for consistency with management’s responses to our inquiries, the basic financial statements, and other knowledge we obtained during our audits of the basic financial statements. We do not express an opinion or provide any assurance on the information because the limited procedures do not provide us with sufficient evidence to express an opinion or provide any assurance.
Other Information
Management is responsible for the other information included in the annual report. The other information comprises the schedules of investments but does not include the basic financial statements and our auditor's report thereon. Our opinions on the basic financial statements do not cover the other information, and we do not express an opinion or any form of assurance thereon.
In connection with our audits of the basic financial statements, our responsibility is to read the other information and consider whether a material inconsistency exists between the other information and the basic financial statements, or the other information otherwise appears to be materially misstated. If, based on the work performed, we conclude that an uncorrected material misstatement of the other information exists, we are required to describe it in our report.
San Francisco, California
April 25, 2024
CAMP Annual Report | December 31, 2023 3
Management’s Discussion and Analysis
We are pleased to present the Annual Report for the California Asset Management Trust’s Cash Reserve Portfolio and CAMP Term Series DEC 2024 (each a Portfolio and, collectively, the Portfolios) for the year ended December 31, 2023. Management’s Discussion and Analysis is designed to focus the reader on significant financial items and provides an overview of the Portfolios’ financial statements for the year ended December 31, 2023. The Portfolios’ financial statements have been prepared in conformity with the reporting framework prescribed by the Governmental Accounting Standards Board (GASB) for local government investment pools.
Economic Update
Over the past year, the U.S. economy showed unexpected strength and resilience, with strong consumer spending amid a tight labor market supporting an aggressive series of rate hikes by the Federal Reserve (Fed) in its continuing efforts to fight inflation.
Powered by an extended period of low interest rates, Covid-related government stimulus, supply chain challenges, and Russia’s invasion of Ukraine which pushed up energy prices, inflation as measured by the Consumer Price Index (CPI) surged to a 40-year high of 9.1% by June 2022. To fight inflation, the Fed began a historically rapid series of rate hikes that raised the target range for the federal funds rate from near zero in early 2022 to 5.25% to 5.50% by the end of 2023. Longer-term interest rates followed, rising to the highest levels in 15 years and peaking in mid-October. Although certain interest-rate sensitive segments of the economy suffered, in particular, residential housing and manufacturing, the overall economy remained surprisingly resilient as consumers continue to drive spending and growth.
CPI proceeded to fall sharply through the first half of 2023, reaching a 3.4% year-over-year (price) gain by the end of December 2023. The energy component of CPI, which had increased by more than 40% on a year-over-year basis in the summer of 2022, came down throughout 2023 and finished 2% lower on a year-over-year basis. However, services inflation—and shelter in particular—was up markedly for the year and continued to be worrisome for both households and policymakers.
The economy continued to defy worries about the risk that the U.S. would slide into a recession throughout 2023, despite higher prices and attention-grabbing headlines including the failure of three large regional banks, a prolonged debt ceiling battle, the downgrade of U.S. Treasury debt, the threat of a U.S. government shutdown, and escalating geopolitical concerns across the globe.
In fact, Q3 2023 Gross Domestic Product (GDP) growth of 4.9% was the strongest reading over the past seven quarters and was followed up by a stronger-than-expected Q4 2023 GDP growth of 3.3% (advance estimate). Growth in GDP rose an average of 3.1% per quarter over calendar year 2023, an improvement from the prior four quarter average of 0.7%. This was mostly driven by strong consumer spending, which averaged 2.6% per quarter over calendar year 2023.
The tailwind to the resilient economy was a labor market that remained extremely tight, with the unemployment rate near a 50-year low, job openings near record highs, and wage growth elevated compared to historical levels. The unemployment rate averaged just
3.6% during 2023, ending the period at 3.7% in December. Job openings were plentiful as the economy added 3.1 million new jobs in 2023. Average hourly earnings, an important gauge of wages, rose a strong 4.1% in 2023, and with prices moderating, the growth in wages is now above the prevailing inflation level.
Short-term rates remained elevated as the Fed delivered four additional 25-basis point rate hikes in 2023. The yield on 3-month U.S.
Treasury bills followed suit and rose from 4.34% at the end of December 2022 to 5.33% at the end of December 2023. This created opportunities for short-term investors to earn the highest yields in more than two decades. Meanwhile, the 2-year U.S. Treasury actually ended the year 18 bps lower. Underscoring elevated bond volatility during the year, the range of yields on the benchmark tenor was 145 bps, including a low of 3.77% in March and a high of 5.22% in October.
As the potential for a soft landing came into clearer focus towards the end of the year, the Fed signaled it had reached an end to its historic rate-hiking cycle after its December meeting. In addition to maintaining the overnight target rate at its current range of
5.25% to 5.50%, the Fed published an updated “dot plot” implying a total of three 25 basis point (bps) rate cuts by the end of 2024, more than previously projected. As a result, U.S. Treasury yields traded significantly lower over the final month of the year while a “risk-on” sentiment encouraged buying in non-government sectors, resulting in yield spreads relative to Treasuries generally narrowing.
Portfolio Strategy
The aggressive path of Fed rate hikes presented unique opportunities in managing the Cash Reserve Portfolio and the commencement of CAMP Term. As always, we prioritized safety of principal and liquidity for shareholders, especially during periods of heightened market volatility caused by rising rates and the disruptive events noted above.
4 CAMP Annual Report | December 31, 2023
During the first half of 2023, the Fed’s hawkish monetary stance pushed short-term interest rates consistently higher. This drove our decision to continue to position the Cash Reserve Portfolio with a more defensive posture, maintaining a very short maturity profile to allow more frequent reinvestments that could quickly capitalize on each rate hike. We also continued to incorporate more floating-rate instruments into the Cash Reserve Portfolio, securities on which the interest rate quickly adjusts to any rate increases.
As the second half of the year progressed, it appeared that the Fed may be at or near the end of the current rate hiking cycle. As a result, we have begun to opportunistically extend the average maturity of the Cash Reserve Portfolio by purchasing some longer- term investments. While floating rate securities remain an integral component of the overall portfolio strategy, the allocation to fixed rate securities may increase as the rate hiking cycle ends.
Meanwhile, spreads on money market credit sectors remained wide relative to historical spreads throughout the year, offering opportunities to seek incremental yield. Opportunity also arose within the government sector as the resolution to the debt ceiling issue led to a huge influx of new short-dated Treasury Bills into the market, which added momentum to rising yields. Higher overall yields resulted in a significant increase in investment income over the prior year.
Our active management style performed well this year during a very volatile market. The Cash Reserve Portfolio remains well- positioned in the current environment and flexible enough to adapt should market conditions change.
With the successful rollout of CAMP Term, higher yields made this vehicle an attractive option for cash-flow matching needs over a 2-month to 12-month horizon. We continue to invest these funds predominantly in highly rated credit instruments that offer additional yield over comparable government securities. CAMP Term provides an attractive opportunity to lock-in yields at historically attractive levels.
Given that short-term interest rates are highly dependent on monetary policy, and more recently the inflation and labor outlook, we continually monitor these factors and stand ready to adjust each portfolio accordingly. As always, our primary objectives are to protect the value of each portfolio’s shares and to provide liquidity for shareholders. We will continue to work hard to achieve these goals, while also seeking to increase investment yields in a prudent manner as conditions evolve over the coming quarters.
Financial Statement Overview
The financial statements for each Portfolio include a Statement of Net Position and Statement of Changes in Net Position. These financial statements are supported by the Notes to Financial Statements. In addition, the Schedule of Investments for both the Cash Reserve Portfolio and CAMP Term Series DEC 2024 are included as unaudited Other Information following the Notes to Financial Statements.
Condensed Financial Information and Analysis
Statements of Net Position: The Statements of Net Position present the financial position of each Portfolio as of December 31, 2023 and includes all assets and liabilities of each Portfolio. Total assets of the Portfolios fluctuate as investable assets rise and fall when capital shares are issued and redeemed. The difference between total assets and total liabilities, which is equal to the investors’ interest in a Portfolio’s net position, is shown below for the current and prior year-end dates, as applicable:
Cash Reserve
Portfolio
CAMP Term Series
DEC 2024
December 31, 2023 December 31, 2022 December 31, 2023
Total Assets $ 17,631,429,183 $ 11,95 2,592,289 $ 782,825,008 Total Liabilities (1,546,821) (1,277,011) (300,923) Net Position $ 17,629,882,362 $ 11,951,315,278 $ 782,524,085 Cash Reserve Portfolio: The increase in total assets of the Portfolio is primarily comprised of a $5,636,023,312 increase in investments, which is mainly due to net capital shares issued of approximately $4.96 billion, resulting in more investable assets.
The total increase in liabilities is primarily due to an increase in the net assets of the last month of the current year versus the last month of the prior year, which in turn increased the investment management fees payable since those are calculated as a percentage of net assets.
Term Series DEC 2024: The Portfolio commenced operations on February 10, 2023; therefore, it had no assets as of the prior year-end. Its total assets as of the current period-end are mainly comprised of $778,232,729 of investments purchased with the proceeds of shares purchased. The Portfolio’s liabilities include accrued fees payable for services provided to the Portfolio but exclude any management fee waivers. Any such waivers will be determined upon its scheduled termination date on December 31, 2024.
CAMP Annual Report | December 31, 2023 5
Statements of Changes in Net Position: The Statements of Changes in Net Position present each Portfolio’s activity for the year or period ended December 31, 2023. Yearly changes in the gross income generated by the Portfolios are impacted by the overall rate environment described in the preceding paragraphs. Average net assets also impact the net investment income, as well as certain expense line items that are based on a percent of each Portfolio’s net assets. The changes in each Portfolio’s net position for the year primarily relates to net capital shares issued for the year, as well as net investment income and realized gains on sale of investments as on the following page for the current and prior periods, as applicable:
Cash Reserve
Portfolio
CAMP Term Series
DEC 2024
Year Ended
December 31, 2023
Year Ended
December 31, 2022
February 10, 2023(1)
through
December 31, 2023
Investment Income $ 731,066,691 $ 146,381,776 $ 17,362,561 Net Expenses (13,656,103) (8,030,527) (523,252) Net Investment Income 717,4 10,588 138,351,249 16,839,309 Net Realized Gain/(Loss) on Sale of Investments 219,208 3,238 1,583 Net Change in Unrealized
Appreciation/(Depreciation) of Investments
-
-
583,013
Net Capital Shares Issued/(Redeemed) 4,960,937,288 5,333,284,629 765,100,180 Change in Net Position $ 5,678,567,084 $ 5,471,639,116 $ 782,524,085 (1) Commencement of operations for CAMP Series DEC 2024.
Cash Reserve Portfolio: The Portfolio’s net position increased year-over-year, which is reflected in the net capital shares issued above. With both investable assets and short-term investment rates increasing, the investment income significantly increased year- over-year. A significant portion of the Portfolio’s expenses are calculated as a percentage of net position and the increase in net position caused gross expenses to increase approximately 75% year-over-year. The Portfolio continued to reimburse previously waived investment management fees totaling $408,685 for the year; however, such reimbursements ended May 7, 2023, after all previously waived fees were reimbursed.
Term Series DEC 2024: Since the Portfolio commenced operations during the current year, it had no changes in net position from the prior year. The Portfolio issued $935,142,998 of shares in the portion of the current year it was active and earned $17,362,561 of investment income as those assets were invested. The Portfolio’s net expenses include a gross management fee of up to 0.15% of its average daily net assets, so as assets increase this amount also increases. However, this amount may be reduced in the future by any management fee waivers, which will be determined upon the Portfolio’s scheduled termination date on December 31, 2024. The Portfolio also experienced a $583,013 change in unrealized appreciation during the current period as the value of its holdings increased by the end of the current period.
Financial Highlights: The total return of the Cash Reserve Portfolio for the year ended December 31, 2023, was 5.34%, up from
1.75% for the year ended December 31, 2022. The return of each investor’s investment in a CAMP Term Series varies based on the timing and rate at which they invest. Select financial highlights for each of the Portfolios for the current period, as compared to the prior period, as applicable, are as follows:
Cash Reserve
Portfolio
CAMP Term Series
DEC 2024
Year Ended
December 31, 2023
Year Ended
December 31, 2022
February 10, 2023(1)
through
December 31, 2023
Ratio of Net Investment Income to Average Net Assets 5.24% 2.01% 5.27% Ratio of Net Investment Income to Average Net Assets
Before Fees Waived/Reimbursed and Expenses
Paid Indirectly
5.24%
2.02%
5.27%
Ratio of Expenses to Average Net Assets 0.10% 0.12% 0.16% Ratio of Expenses to Average Net Assets
Before Fees Waived/Reimbursed and Expenses Paid
Indirectly
0.10%
0.11%
0.16%
(1) Commencement of operations for CAMP Series DEC 2024.
The ratios above are computed for each Portfolio taken as a whole. For the CAMP Term Series, these ratios are calculated on an annualized basis using the period during which shares of each Portfolio were outstanding as noted above. The computation of such ratios for an individual investor in a CAMP Term Series and net asset value of each investor’s investment in a CAMP Term Series may vary based on the timing of capital transactions and rate upon which they invest.
The ratios for the Participant Series and Investor Series are identical since the primary differences in each series is the existence of voting rights and there are no differences in the underlying expense ratio of each Series in either Portfolio.
6 CAMP Annual Report | December 31, 2023
Cash Reserve Portfolio: The ratio of net investment income to average net assets significantly increased year-over-year due to the increase interest rates previously noted. The ratio of expenses to average net assets decreased slightly year-over-year for the Portfolio, mostly as a result of fixed operating expenses being spread over the increased average net assets noted above and those higher assets triggering lower investment advisor fee rates during the current year.
Term Series DEC 2024: Since the Portfolio commenced operations during the current year, it had no ratios for the prior year. The Portfolio’s net investment income ratio of 5.27% reflects the general interest rate environment as those assets were invested. The expense ratio represents a management fee of up to 0.15% of its average daily net assets. However, this ratio may be reduced in the future for any management fee waivers, which will be determined upon the Portfolio’s scheduled termination date on December 31, 2024.
CAMP Annual Report
| December 31, 2023 7
Statem
ents of Net Position
December 31, 2023
Cash Re serve
Portfolio
CAMP Term Series
DEC 2024
Assets
Investments ………………………………………………………………………… … $ 17,568,547,261 $ 778,232,729 Cash and Cash Equivalents………………………………………………………… 39,694 141,235 Interest Receivable……………………….………………………………………… … 62,731,600 4,439,898 Prepaid Expenses……………………….………………………………………… … 110,628 11,146 Total Assets……………………………………………………………………… … 17,631,429,183 782,825,008 Liabilities
Investment Management Fees Payable………………………………………… … 1,269,492 273,019 Audit Fees Payable…………
……………………………………………………… … 34,340 23,001
Legal Fees Payable………………………………………………………………… … 9,600 73 Custodian Fees Payable……
……………………………………………………… … 66,396 4,650
Other Accrued Expens
es…………………………………………………………… … 166,993 180
Total Liabilities
…………………………………………………………………… … 1,546,821 300,923
Net Position………………………………………………………………………… … $ 17,629,882,362 $ 782,524,085 Net Position Consists of:
Cash Reserve Portfolio
(applicable to outstanding shares of beneficial interest totaling 7,710,913,336 for the Participant Series and 9,918,969,026 for the Investor Series; unlimited authorization; no par value; equivalent to $1.00 per share)………………………………………………………………………… $ 17,629,882,362 Term Series DEC 2024
(applicable to outstanding shares of beneficial interest totaling 173,896,183 for the Participant Series and 626,337,266 for the Investor Series; unlimited authorization; no par value)………………………………… $ 782,524,085 The accompanying notes are an integral part of this financial statement.
8 CAMP Annual Report | December 31, 2023
Statements of Changes in Net Position
Cash Reserve
Portfolio
CAMP Term Series
DEC 2024
Year Ended
December 31, 2023
February 10, 2023(1)
through
December 31, 2023
Income
Investment Income………………………………………………………………………… $ 731,066,691 $ 17,362,561 Expenses
Investment Management Fees…………………………………………………………… 12,800,818 475,519 Legal Fees………………………………………………………………………………… … 56,555 745
Audit Fees………………………………………………………………………………….. 34,340 23,000 Custodian Fees……………………………………………………………………………
… 274,789 12,897
Insurance Premiums…………………………………………………………………........ . 88,185 734 Other Expenses………………………………………………………………………........ . 31,918 10,357 Total Expenses…………………………………………………………………………...... 13,286,605 523,252 Investment Management Fees Waived/Reimbursed…………………………. … 408,685 - Earnings Credits Paid Indirectly………………………………………….………. (39,187) - Net Expenses……………………………………………………………………………… … 13,656,103 523,252 Net Investment Income…………………………………………………………………… . 717,410,588 16,839,309 Other Income
Net Realized Gain on Sale of Investments…….………………………………….…… … 219,208 1,583 Net Change in Unrealized Appreciation/(Depreciation) of Investments(2) ……………………………………………………………………..…… …
-
583,013
Total Other Income ……………………………………….……………………………...… 219,208 584,596 Net Increase from Investment Operations Before Capital Transactions………… 717,629,796 17,423,905 Capital Shares Issued:
Participant Series……………………………………………………………………… … 21,380,333,915 219,610,998 Investor Series………………………………………………………………………… … 31,219,675,394 715,532,000 Capital Shares Redeemed:
Participant Series……………………………………………………………………… … (19,690,620,996) (53,527,826) Investor Series………………………………………………………………………… … (27,948,451,025) (116,514,992) Change in Net Position…………………………………………………………………… 5,678,567,084 782,524,085 Net Position – Beginning of Year………….……………………………………………. 11,951,315,278 - Net Position – End of Year………………….…………………………………….……… $ 17,629,882,362 $ 782,524,085 (1) Commencement of operations for Term Series DEC 2024. (2) Change in fair value for Term Series required by GASB standards, may not reflect principal value of investment upon maturity.
The accompanying notes are an integral part of these financial statements.
CAMP Annual Report | December 31, 2023 9
Notes to Financial Statements
A. Organization and Reporting Entity
The California Asset Management Trust (Trust) was established on December 15, 1989, as a nontaxable investment fund under provisions of the California Joint Exercise of Powers Act to provide California Public Agencies with comprehensive investment management, accounting and arbitrage rebate calculation services for proceeds of tax-exempt financings. The Trust has not provided or obtained any legally binding guarantees to support the value of shares. All participation in the Trust is voluntary.
The Trust is not required to register with the Securities & Exchange Commission (SEC) as an investment company. An elected Board of Trustees is responsible for the overall management of the Trust, including formation and implementation of its investment and operating policies.
The Trust currently consists of the Cash Reserve Portfolio and series of the CAMP Term Portfolio. Each Portfolio includes Participant Shares and Investor Shares. Shareholders of the Participant Series of each Portfolio are herein referred to as Participants; shareholders of the Investor Series of each Portfolio are herein referred to as Investors; and Participants and Investors are collectively referred to herein as Shareholders. Investors have similar rights to Participants, with the exception that the right to vote on certain matters of the Trust’s operations is reserved solely for Participants. Multiple CAMP Term Series are created with staggered series-specific maturity dates typically up to 24 months. The financial statements of each CAMP Term series are prepared at an interim date if the life of the series is more than 12 months and following the termination date for each series. The investment portfolio of each CAMP Term Series is accounted for independent of the investment portfolio of any other series or portfolio of the program. In the event a CAMP Term Series portfolio were to realize a loss (whether principal or interest), no contribution would be made to such CAMP Term Series from any other series or portfolio of the Trust to offset such loss. No series would constitute security or collateral for any other series or portfolio.
The Trust’s financial statements presented herein have been prepared in conformity with the reporting framework prescribed by the Governmental Accounting Standards Board (GASB) for local government investment pools. These financial statements and related notes encompass the Cash Reserve Portfolio and CAMP Term Series DEC 2024 (each a Portfolio and, collectively, the
Portfolios). Term Series DEC 2024 commenced operations on February 10, 2023 and is scheduled to terminate its operations on December 31, 2024.
B. Summary of Significant Accounting Policies
The following is a summary of significant accounting policies followed by the Trust in preparation of its financial statements.
Measurement Focus and Basis of Accounting
The Trust reports transactions and balances using the economic resources management focus and the accrual basis of accounting.
Under this method, revenues are recorded when earned and expenses are recorded at the time liabilities are incurred.
Cash and Cash Equivalents
The Trust reflects cash on deposit in bank accounts which is available within one business day as cash and cash equivalents.
Certificates of deposit are included in investments in the financial statements.
Valuation of Investments
In accordance with the authoritative guidance on fair value measurements and disclosures under GASB Statement No. 72, as amended, the Trust discloses the fair value of its investments in a hierarchy that prioritizes the inputs to valuation techniques used to measure the fair value. The hierarchy gives the highest priority to valuations based upon unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to valuations based upon unobservable inputs that are significant to the valuation (Level 3 measurements). The guidance establishes three levels of the fair value hierarchy as follows:
Level 1 – Quoted prices in active markets for identical assets.
Level 2 – Inputs other than quoted prices that are observable for the asset, including quoted prices for similar investments based on interest rates, credit risk, and like factors.
Level 3 – Unobservable inputs for the assets, including the Trust’s own assumption for determining fair value.
The Trust’s investments are assigned a level based upon the observability of the inputs which are significant to the overall valuation. In accordance with GASB Statement No. 79, Cash Reserve Portfolio securities are valued at amortized cost, which approximates fair value. GASB Statement No. 79 requires a comparison of the Cash Reserve Portfolio’s investments on an amortized cost basis to fair values determined on a market value basis at least monthly. The market prices used to determine fair values in this comparison, as well as the fair values for investments held by CAMP Term Series, are derived from closing bid
10 CAMP Annual Report | December 31, 2023
prices as of the last business day of the month as supplied by third-party pricing services. Where prices are not available from these generally recognized sources, the securities are priced using a yield-based matrix system to arrive at an estimated market value. Prices that fall between data points are interpolated. The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. Since the value is not obtained from a quoted price in an active market, all securities held by the Portfolios as of December 31 2023 are categorized as Level 2.
Investment Transactions
Security transactions are accounted for on the trade date (date the order to buy or sell is executed). Costs used in determining realized gains and losses on the sale of investment securities are those of specific securities sold. Interest income is recorded using the accrual method. Discounts and premiums are accreted and amortized, respectively, to interest income over the lives of the respective securities. The Statements of Changes in Net Position include unrealized appreciation of $583,013 for CAMP Term Series DEC 2024, which represents the change in fair value of investment securities during the period.
Repurchase Agreements
Repurchase agreements entered into with broker-dealers are secured by U.S. government or agency obligations. The Portfolios’ custodian takes possession of the collateral pledged for investments in repurchase agreements. The Portfolios also enter into tri- party repurchase agreements. Collateral pledged for tri-party repurchase agreements is held for the Portfolios by an independent third-party custodian bank until the maturity of the repurchase agreement. Repurchase agreements are collateralized at 102% of the obligation’s principal and interest value. In the event of default on the obligation to repurchase, the Portfolio has the right to liquidate the collateral and apply the proceeds in satisfaction of the obligation. If the seller defaults and the value of the collateral declines, realization of the value of the obligation by the Trust may be delayed. In the event of default or bankruptcy by the other party to the agreement, realization and/or retention of the collateral may be subject to delays from legal proceedings.
Share Valuation and Participant Transactions
The net asset value (NAV) per share of the Cash Reserve Portfolio is calculated as of the close of each business day by dividing the net position of the Portfolio by the number of outstanding shares. It is the Cash Reserve Portfolio’s objective to maintain a NAV of $1.00 per share; however, there is no assurance that this objective will be achieved. The exact price for share transactions will be determined based on the NAV next calculated after receipt of a properly executed order. The number of shares purchased or redeemed will be determined by the NAV.
The NAV per share for each series of the CAMP Term Series is calculated as of the close of each business day, for purpose of computing fees, by dividing the total value of investments and other assets less any liabilities by the total outstanding shares.
The value of a shareholder’s share redemption in a CAMP Term Series will be determined as of the close of business on any day when a share redemption occurs and is equal to the original purchase price for such share, plus dividends thereon at the projected yield, less losses incurred by the series allocable to such share, if any. It is the intent of the Trust to manage the CAMP Term Series in a manner that produces a NAV of $1.00 per share on each planned redemption date; however, there is no assurance that this objective will be achieved, and shares redeemed prior to their original maturity date may be subject to an early redemption penalty.
CAMP Term Series’ shares have planned redemption dates of up to one year. Shareholders must have an account open in the Cash Reserve Portfolio in order to invest in a CAMP Term Series. CAMP Term Series offers its shareholders an estimated yield on their investments when the shares are purchased. A shareholder only receives dividends from the investment of the CAMP Term Series in which it is invested. The investment strategy of CAMP Term Series is to match, as closely as possible, the cash flows required to meet shareholders’ planned redemptions, including the projected dividend, with the cash flows from the Portfolio. Consistent with this strategy, active trading of securities held by the Portfolio may be implemented with the objective of enhancing the overall yield of the Portfolio. At the termination date of any CAMP Term Series, any excess net income of the series may be distributed in the form of a supplemental dividend on a pro-rata basis based on the average shares outstanding during that time period. Supplemental dividends, if any, will be transferred to the shareholder’s Cash Reserve Portfolio account from which the original CAMP Term Series purchase was made.
Dividends and Distributions
On a daily basis, the Cash Reserve Portfolio declares dividends and distributions from its net investment income, and net realized gains or losses from securities transactions, if any. Such dividends and distributions are payable to shareholders of record at the time of the previous computation of the Portfolio’s net asset value and are distributed to each shareholder’s account by purchase of additional shares of the Portfolio on the last business day of each month. For the year ended December 31, 2023, the Cash Reserve Portfolio distributed dividends totaling $318,068,612 and $399,561,184 to the Participant Series and Investor Series, respectively.
CAMP Annual Report | December 31, 2023 11
Dividends to shareholders in CAMP Term Series are declared and paid on the termination date of each CAMP Term series except for dividends on shares redeemed pursuant to a planned early redemption or a premature redemption before the termination date of such series, which will be declared and paid when such shares are redeemed. For the period ended December 31, 2023, dividends totaling $1,277,826 and $2,014,992 to the Participant Series and Investor Series, respectively were distributed for CAMP Term Series DEC 2024 and are included in the capital shares redeemed on its Statements of Changes in Net Position.
Redemption Restrictions
Shares of the Cash Reserve Portfolio are available to be redeemed upon proper notice without restrictions under normal operating conditions. There are no limits to the number of redemptions that can be made as long as a shareholder has a sufficient number of shares to meet their redemption request. The Trust’s Board of Trustees can suspend the right of withdrawal or postpone the date of payment of redemption proceeds if the New York Stock Exchange is closed other than for customary weekend and holiday closings, if trading on the New York Stock Exchange is restricted, or if, in the opinion of the Trustees, an emergency exists such that disposal of the Cash Reserve Portfolio’s securities or determination of its net asset value is not reasonably practical.
Shares of CAMP Term Series are purchased to mature upon pre-determined maturity dates selected by the shareholder at the time of purchase. Should a shareholder need to redeem shares in a CAMP Term series prematurely, they must provide notice at least seven days prior to the premature redemption date. The value of a pre-mature redemption is equal to the original price for such share, plus dividends thereon, at the projected yield less such share’s allocation of any losses incurred by the series, less a premature redemption penalty, if any. Refer to the Trust’s Information Statement for additional information.
Income and Expense Allocations
Income, common expenses and realized gains and losses are allocated to the Participant Series and Investor Series of the Portfolios based on the relative net assets of each series when earned or incurred. There are no expenses specific to either series. Certain expenses of the Portfolios, such as legal and cash management fees, are allocated between the Cash Reserve Portfolio and each CAMP Term series based on the relative net assets of each when earned or incurred.
Use of Estimates
The preparation of financial statements in accordance with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates.
Income Tax Status
The Portfolios are not subject to Federal or State income tax upon the income realized by it. Accordingly, no provision for income taxes is required for the Portfolios’ financial statements.
Representations and Indemnifications
In the normal course of business, the Portfolio enters into contracts that contain a variety of representations which provide general indemnifications. The Portfolios’ maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Portfolios that have not yet occurred. However, based on experience, the Portfolio expects the risk of loss to be remote.
Subsequent Events Evaluation
The Portfolios have evaluated subsequent events through April 25, 2024, the date through which procedures were performed to prepare the financial statements for issuance. No events have taken place that meet the definition of a subsequent event requiring adjustment or disclosure in these financial statements.
C. Investment Risks
Under GASB Statement No. 40, as amended, State and Local governments and other municipal entities are required to disclose credit risk, concentration of credit risk, and interest rate risk for investment portfolios. The following risk disclosures of the Cash Reserve Portfolio and CAMP Term Series DEC 2024 as of December 31, 2023 have been provided for the information of the Portfolios’ shareholders.
Credit Risk
The Portfolios’ investment policies, as outlined in the Information Statement, limit the Portfolios’ investments to those which are authorized investments under subdivisions (a) to (q), inclusive, of Section 53601 of the California Government Code.
12 CAMP Annual Report | December 31, 2023
As of December 31, 2023, the Cash Reserve Portfolio and CAMP Term Series DEC 2024 were comprised of investments which were, in aggregate, rated by S&P Global Ratings (S&P) as follows:
S&P Rating
Cash Reserve
Portfolio
CAMP Term
Series DEC 2024
AAAm 0.01% -
AA+ 4.71% 0.65%
A+ 1.38% -
A-1+ 11.15% 51.96%
A-1 46.13% 42.74%
Exempt(1) 36.62% 4.65%
(1) Represents investments in U.S. Treasury obligations, which are not considered to be subject to overall credit risk per GASB.
The ratings in the proceeding chart for the Cash Reserve Portfolio and CAMP Term Series DEC 2024 includes the ratings of collateral underlying repurchase agreements in effect as of December 31, 2023. Securities with a long-term rating of A or higher are equivalent to the highest short-term rating category based on S&P rating methodology.
Concentration of Credit Risk
As outlined in the Portfolios’ Information Statement, the investment policy establishes certain restrictions on investments and limitations on portfolio composition. The Cash Reserve Portfolio and CAMP Term Series DEC 2024 investment portfolios as of December 31, 2023, included the following issuers, aggregated by affiliated issuers where applicable, which individually represented greater than 5% of the Portfolio’s total investments:
Issuer
Cash Reserve
Portfolio
CAMP Term
Series DEC 2024
BNP Paribas(1) 7.17% <5.00%
BNY Mellon (FICC) (1) 9.68% -
BofA Securities(1) 6.78% <5.00%
Goldman Sach
s & Company (1) <5.00% -
Federal Home
Loan Bank Notes - 36.25%
Northern Trust (FICC) (1) 13.09% -
U.S. Treasury <5.00% 5.95%
(1) These issuers are also counterparty to repurchase agreements entered into by the Portfolio. These repurchase agreements are collateralized by U.S. Treasury and government agency obligations.
Interest Rate Risk
The Portfolios’ investment policies limit their exposure to market value fluctuations due to changes in interest rates by requiring that (1) the Cash Reserve Portfolio maintains a dollar-weighted average maturity of not greater than 60 days; (2) requiring that any investment securities purchased have remaining maturities of 397 days or less at the time of purchase (except for variable rate notes issued by U.S. government or its agencies or instrumentalities, which must have remaining maturities of 762 days or less); (3) limiting the remaining maturity of any bankers’ acceptances purchased to 180 days or less; (4) limiting the remaining maturity of any commercial paper purchased to 270 days or less; and (5) each CAMP Term Series maintains a weighted average maturity of not greater than 1 year. As of December 31, 2023, the weighted average maturity of the Cash Reserve Portfolio and Term Series DEC 2024, including cash and cash equivalents, were 48 days and 157 days, respectively. The range of yields to maturity, actual maturity dates, principal values, fair values and weighted average maturities of the types of investments each Portfolio held as of December 31, 2023 are as follows:
Cash Reserve Portfolio
Type of Deposits and
Investments
Yield-to-
Maturity
Range
Maturity
Range Principal
Fair
Value
Weighted
Average
Maturity
Asset-Backed Commercial Paper 5.48%-6.05% 1/4/2024- 7/15/24 $ 2,354,943,000 $ 2,331,075,431 83 Days Cash and Cash Equivalents n/a n/a 39,694 39,694 1 Day
Certificates of Deposit – Negotiable 5.23%-6.04% 1/5/24-12/13/24 4,042,700,000 4,042, 730,739 72 Days Commercial Paper 5.47%-5.95% 1/4/24-8/16/24 3,735,4 58,000 3,690,322,420 89 Days Corporate Notes 5.68%-6.01% 1/11/24-11/ 12/24 242,139,000 242,032,148 8 Days Money Market Funds 5.25% n/a 1,000,000 1,000,000 7 Days Government Agency and
Instrumentality Obligations:
U.S. Treasury Bills 5.28%-5.32% 1/2/24- 1/23/24 193,000,000 192,698,888 12 Days U.S. Treasury Notes 5.56% 1/15/24 672,496,200 670,587,635 15 Days Repurchase Agreements 5.30%-5.46% 1/2/24-5/1/24 6,398,100,000 6,398,100,000 3 Days $ 17,639,875,894 $ 17,568,586,955
CAMP Annual Report | December 31, 2023 13
Term Series DEC 2024
Type of Deposits and
Investments
Yield-to-
Maturity
Range
Maturity
Range Principal
Fair
Value
Weighted
Average
Maturity
Asset-Backed Commercial Paper 5.60%-5.8 3% 1/11/24-6/7/24 $ 83,370,000 $ 82,422,059 72 Days Cash & Cash Equivalents n/a n/a 141,235 141,235 1 Day Certificate of Deposit -Negotiable 5.15%-6.00% 1/12/24-12/24/24 210,493,000 210,873,690 192 Days Commercial Paper 5.21%-5.94% 1/3/24-7/29/24 159,086,000 156,538,075 105 Days Government Agency and
Instrumentality Obligations:
Agency Discount Notes 4.90%-5.47% 1/ 3/24-11/15/24 288,643,00 0 282,078,128 165 Days U.S. Treasury Bills 5.35%-5.49% 2/6/24-4/4/24 5,130,000 5,090,439 55 Days U.S. Treasury Notes 4.87%-5.52% 6/30/24-12/15/24 42,580,0 00 41,230,338 307 Days $ 789,443,235 $ 778,373,964
The yields shown in the preceding tables represent the yield-to-maturity at original cost except for adjustable-rate instruments, for which the rate shown is the coupon rate in effect as of December 31, 2023, and money market funds, for which the rate shown represents the current 7-day yield in effect as of December 31, 2023. The weighted average maturities shown in the preceding table are calculated based on the stated maturity dates with the following exceptions: (1) floating or variable rate securities are assumed to have an effective maturity of the date upon which the securities’ interest rate next resets; (2) the effective maturity of callable securities is assumed to be its stated maturity unless the security had been called as of the reporting date, in which case the effective maturity would be assumed to be its called date; (3) for instruments subject to demand features, the effective maturity is assumed to be the period remaining until the principal amount of the instrument may be recovered through the demand feature; (4) the effective maturity of money market instruments is assumed to be the date upon which the collection of redemption proceeds is due, typically 7 days; and (5) the effective maturity of cash and cash equivalents is assumed to be one day. Refer to the Schedules of Investments included in the unaudited Other Information that follows for further information.
D. Fees and Charges
Investment Management Fees
PFM Asset Management LLC (PFMAM) is a registered investment adviser under the Investment Advisers Act of 1940.
Pursuant to an investment advisory agreement (Management Agreement) with the Trust, PFMAM provides investment advisory, shareholder accounting and certain administrative services to the Portfolios. Shares of the Portfolios are distributed by PFM Fund Distributors, Inc., an affiliate of PFMAM. PFM Fund Distributors, Inc. is not separately compensated by the Portfolios for these services.
Effective January 1, 2023, fees for services provided by PFMAM to the Cash Reserve Portfolio were calculated at an annual rate of 0.145% of the average daily net assets of the Portfolio up to $1 billion, 0.11% on the next $1 billion, 0.10% on the next $2 billion, 0.095% on the next $2 billion, 0.085% on the next $4 billion, 0.08% on the next $5 billion and $0.075% on such assets in excess of $15 billion. Through December 31, 2022, fees for such services were calculated at an annual rate of 0.145% of the average daily net assets of the Portfolio up to $1 billion, 0.11% on the next $1 billion, 0.10% on the next $2 billion,
0.095% on the next $2 billion and 0.09% on such assets in excess of $6 billion.
In accordance with its contract with the Trust, PFMAM is obligated to reimburse the Cash Reserve Portfolio for the amount by which annual operating expenses, including investment management, custodian, legal and audit fees, exceed 0.22% of average daily net assets. For the year ended December 31, 2023, fees for the services of PFMAM represent an effective annual rate of
0.10% of average daily net assets, after factoring in fees waived and reimbursed during the year, and there were no reimbursements to the Cash Reserve Portfolio pursuant to this expense limitation.
Under the terms of the Management Agreement, each CAMP Term Series pays PFMAM a monthly fee for investment advisory and administration services at the annual rate of up to 0.15% of average daily net assets. Such fee is calculated daily and paid monthly. In its discretion, PFMAM may waive fees payable by CAMP Term Series DEC 2024 upon its scheduled termination of operations on December 31, 2024.
PFMAM is a subsidiary of U.S. Bancorp Asset Management Inc. (USBAM). USBAM is a subsidiary of U.S. Bank, National Association (U.S. Bank). U.S. Bank serves as the Portfolios’ custodian. During the year ended December 31, 2023, the Portfolios accrued custodial fees totaling $248,499, after factoring in $39,187 of earnings credits on cash balances, and $71,046 of these fees remain payable by the Portfolios as of December 31, 2023. The earnings credits are shown as a reduction of expenses paid in the Statements of Changes in Net Position.
14 CAMP Annual Report | December 31, 2023
Cash Reserve Portfolio Fee Deferral Agreement
Effective June 1, 2022, the Trust entered into a Fee Deferral Agreement (Fee Deferral Agreement) with PFMAM pursuant to which PFMAM may, but shall not be obligated to, temporarily reduce a portion of its fees payable by the Cash Reserve Portfolio to assist the Portfolio in an attempt to maintain a positive yield. Under the terms of the Fee Deferral Agreement, in the event that PFMAM elects to initiate a temporary fee waiver (Fee Deferral), such Fee Deferral shall be applicable to the computation of the NAV of the Portfolio on any business day on which PFMAM elects to temporarily waive its fees. PFMAM shall provide prompt notice to the Trust’s Board of Trustees on the initial instance of a Fee Deferral and provide reporting at least quarterly on the aggregate amount of Fee Deferrals during the quarter, as well as any Fee Deferrals restored to PFMAM and the amount of Fee Deferrals which no longer are able to be restored to PFMAM in accordance with the terms of the Fee Deferral Agreement.
Under the terms of the Fee Deferral Agreement, at any time after a Fee Deferral has been terminated, and if the monthly distribution yield of the Portfolio was in excess of 0.50% per annum for the preceding calendar month, PFMAM may elect to have the amount of its Fee Deferrals restored in whole or in part under the conditions described in the Fee Deferral Agreement with the Trust by way of a payment of fees in excess of the rate it was entitled to, prior to any fee reduction, all as set forth in the Fee Deferral Agreement. In all cases, the total fees paid to PFMAM in a given month, inclusive of the amount of any Fee Deferrals restored, may not exceed 115% of the fees payable under the terms of PFMAM’s related agreement with the Trust and any Fee Deferrals under the Fee Deferral Agreement may only be restored during the three years from the calendar month to which they relate.
During the year ended December 31, 2023, the Cash Reserve Portfolio reimbursed Fee Deferrals to PFMAM totaling $408,685.
This amount represented the remainder of all Fee Deferrals outstanding subject to the Fee Federal Agreement and as of December 31, 2023, no remaining amounts remain recoverable by PFMAM pursuant to the Fee Deferral Agreement.
Other Pool Expenses
The Portfolios pay expenses incurred by Trustees and officers (in connection with the discharge of their duties), insurance fees for Trustees, audit fees, legal fees, rating fees and other operating expenses.
Other
Information
(unaudited)
Cash Reserve Portfolio
Schedule of Investments (unaudited)
December 31, 2023
Maturity
Rate(1) Date(2) Principal Fair Value(3)
Asset-Backed Commercial Paper (13.22%)
Atlantic Asset Securitization LLC
5.80% (4) 1/5/24 ……………………………………………………………… $50, 000,000 $50,000,000
5.80% (4) 1/11/24 ……………………………………………………………… 50,000,000 50,000,000
5.76% (4) 2/2/24 ……………………………………………………………… 80,000,000 80,000,000
5.80% 4/8/24 ……………………………………………………………… 40,000,000 39,386,956
5.57% 5/13/ 24 ……………………………………………………………… 68, 000,000 66,633,350
5.60% 6/3/24 ……………………………………………………………… 33,375,000 32,596,899
CAFCO LLC
5.60% 4/2/24 ……………………………………………………………… 86,000,000 84,793,420
5.49% 4/30/ 24 ……………………………………………………………… 40, 000,000 39,281,333 Charta LLC
5.55% 4/4/24 ……………………………………………………………… 68,000,000 67,032,322
5.58% 6/3/24 ……………………………………………………………… 36,000,000 35,163,780 Collateralized Commercial Paper FLEX Company LLC (Callable)
6.05% 7/12/ 24 ……………………………………………………………… 75, 000,000 75,000,000
5.80% (4) 7/15/24 ……………………………………………………………… 115,000,000 115,000,000 Collateralized Commercial Paper V Company LLC (Callable)
5.79% 7/1/24 ……………………………………………………………… 131,000,000 131,000,000 Fairway Finance Company LLC
5.76% 1/8/24 ……………………………………………………………… 60,000,000 59,934,783
5.74% 1/11/ 24 ……………………………………………………………… 25, 000,000 24,961,250
5.69% 6/3/24 ……………………………………………………………… 137,000,000 133,759,113 Liberty Street Funding LLC
5.53% 3/7/24 ……………………………………………………………… 25,000,000 24,749,750
5.50% 4/1/24 ……………………………………………………………… 30,000,000 29,588,983
5.82% 5/7/24 ……………………………………………………………… 75,000,000 73,505,104 Manhattan Asset Funding Company
5.78% 3/11/ 24 ……………………………………………………………… 92, 000,000 90,994,644
5.56% 3/12/ 24 ……………………………………………………………… 46, 450,000 45,947,979
5.48% 4/26/ 24 ……………………………………………………………… 25, 000,000 24,566,610 Old Line Funding LLC (Callable)
5.80% 4/1/24 ……………………………………………………………… 35,000,000 34,501,900 Old Line Funding LLC
5.71% 1/4/24 ……………………………………………………………… 41,000,000 40,981,140
5.76% (4) 5/13/24 ……………………………………………………………… 100,000,000 100,000,000 Ridgefield Funding Company LLC
5.77% 2/6/24 ……………………………………………………………… 77,000,000 76,568,030
5.78% 2/9/24 ……………………………………………………………… 23,000,000 22,859,968
5.80% 3/25/ 24 ……………………………………………………………… 46, 793,000 46,177,204
5.58% 5/20/ 24 ……………………………………………………………… 14, 325,000 14,021,390
5.61% 6/20/ 24 ……………………………………………………………… 20, 000,000 19,482,250 Sheffield Receivables Company LLC
5.59% 3/8/24 ……………………………………………………………… 153,000,000 151,433,875
5.53% 3/22/ 24 ……………………………………………………………… 115, 000,000 113,589,813 The notes to the financial statements are an integral part of the schedule of investments. 16 CAMP Annual Report | December 31, 2023
Cash Reserve Portfolio
Schedule of Investments (unaudited)
December 31, 2023
Maturity
Rate(1) Date(2) Principal Fair Value(3)
Starbird Funding Corporation
5.81% 4/1/24 ……………………………………………………………… $83,000,000 $81,814,599
5.60% 6/10/ 24 ……………………………………………………………… 50, 000,000 48,781,319
5.52% 7/1/24 ……………………………………………………………… 75,000,000 72,967,667 Thunder Bay Funding LLC
5.91% (4) 3/22/24 ……………………………………………………………… 50, 000,000 50,000,000
5.82% (4) 5/28/24 ……………………………………………………………… 84, 000,000 84,000,000 Total Asset-Backed Commercial Paper…………………………………………………………………………… … 2,331,075,431 Certificates of Deposit (22.93%)
Bank of America
5.80% 1/9/24 ……………………………………………………………… 36,200,000 36,199,172
5.80% 2/15/ 24 ……………………………………………………………… 94, 000,000 94,000,000
5.90% 4/17/24 ……………………………………………………………… 120, 000,000 120,000,000 Bank of Montreal (Chicago)
5.59% 9/3/24 ……………………………………………………………… 75,000,000 74,971,577 Bank of Nova Scotia (Houston)
6.00% (4) 1/5/24 ……………………………………………………………… 50,000,000 50,000,000
5.78% (4) 2/15/24 ……………………………………………………………… 50, 000,000 50,001,010
5.92% (4) 3/27/24 ……………………………………………………………… 60, 000,000 60,000,000
5.78% (4) 9/11/24 ……………………………………………………………… 100,000,000 100,000,000 BNP Paribas (NY)
5.93% 4/5/24 ……………………………………………………………… 110,000,000 110,000,000 Canadian Imperial Bank of Commerce (NY)
5.93% (4) 4/5/24 ……………………………………………………………… 50, 000,000 50,000,000 Citibank
5.74% 8/16/ 24 ……………………………………………………………… 105, 000,000 105,000,000 Commonwealth Bank of Australia (NY)
5.91% 11/1/ 24 ……………………………………………………………… 67, 000,000 67,000,000 Credit Agricole Corporate & Investment Bank (NY)
5.74% 2/2/24 ……………………………………………………………… 70,000,000 70,000,000
5.74% 2/2/24 ……………………………………………………………… 50,000,000 50,000,000
5.74% 2/8/24 ……………………………………………………………… 18,150,000 18,149,914 DZ Bank (NY)
5.68% 5/28/ 24 ……………………………………………………………… 79, 000,000 79,000,000
5.75% 6/14/ 24 ……………………………………………………………… 50, 000,000 50,002,217
HSBC USA
5.96% (4) 4/12/24 ……………………………………………………………… 100,000,000 100,000,000
5.92% (4) 5/2/24 ……………………………………………………………… 91, 000,000 91,000,000
5.81% (4) 5/10/24 ……………………………………………………………… 135,000,000 135,000,000
5.89% (4) 8/8/24 ……………………………………………………………… 40, 000,000 40,000,000
5.75% 8/15/ 24 ……………………………………………………………… 87, 000,000 87,000,000 Mizuho Bank LTD (NY)
5.72% 2/2/24 ……………………………………………………………… 60,000,000 60,000,000
5.72% 2/9/24 ……………………………………………………………… 100,000,000 100,000,000
5.80% 2/29/ 24 ……………………………………………………………… 100, 000,000 100,000,000
5.85% 4/26/ 24 ……………………………………………………………… 50, 000,000 50,000,000
5.85% 5/2/24 ……………………………………………………………… 120,000,000 120,000,000 The notes to the financial statements are an integral part of the schedule of investments.
CAMP Annual Report | December 31, 2023 17
Cash Reserve Portfolio
Schedule of Investments (unaudited)
December 31, 2023
Maturity
Rate(1) Date(2) Principal Fair Value(3)
MUFG Bank Ltd. (NY)
5.82% 5/6/24 ……………………………………………………………… $37,000,000 $37,000,000 National Australia Bank (NY)
5.72% (4) 3/11/24 ……………………………………………………………… 75, 000,000 75,000,000
5.70% (4) 4/1/24 ……………………………………………………………… 200, 000,000 200,000,000
5.89% (4) 4/8/24 ……………………………………………………………… 100, 000,000 100,000,000 Nordea Bank (NY)
5.77% 3/1/24 ……………………………………………………………… 100,000,000 100,000,000 Skandinaviska Enskilda Banken (NY)
5.81% (4) 1/29/24 ……………………………………………………………… 50, 000,000 50,000,000 Sumitomo Mitsui Trust Bank Ltd. (NY)
5.82% 4/12/ 24 ……………………………………………………………… 100, 000,000 100,000,000
5.66% 5/31/ 24 ……………………………………………………………… 94, 900,000 94,903,523 Svenska Handelsbanken (NY)
5.81% (4) 1/24/24 ……………………………………………………………… 31, 100,000 31,101,147
5.79% (4) 2/13/24 ……………………………………………………………… 22, 350,000 22,350,496
5.90% (4) 3/26/24 ……………………………………………………………… 60, 000,000 60,000,000
5.91% (4) 4/2/24 ……………………………………………………………… 40, 000,000 40,000,000
5.77% (4) 6/3/24 ……………………………………………………………… 75, 000,000 75,000,000
5.90% 7/12/ 24 ……………………………………………………………… 54, 000,000 54,000,000 Swedbank (NY)
5.95% 4/1/24 ……………………………………………………………… 75,000,000 75,000,000
5.81% 4/3/24 ……………………………………………………………… 127,000,000 127,000,000
5.90% 6/14/ 24 ……………………………………………………………… 74, 000,000 74,000,000 Toronto Dominion Bank (NY)
5.88% 4/17/ 24 ……………………………………………………………… 75, 000,000 75,000,000
5.90% 7/19/ 24 ……………………………………………………………… 70, 000,000 70,000,000
6.00% 9/5/24 ……………………………………………………………… 40,000,000 40,000,000 Wells Fargo Bank
5.89% (4) 2/12/24 ……………………………………………………………… 65, 000,000 65,000,000
5.78% (4) 3/22/24 ……………………………………………………………… 40, 000,000 40,000,000
6.03% (4) 4/5/24 ……………………………………………………………… 20, 000,000 20,005,152
5.92% (4) 6/3/24 ……………………………………………………………… 130, 000,000 130,000,000
6.04% (4) 7/8/24 ……………………………………………………………… 50, 000,000 50,000,000
5.99% (4) 8/2/24 ……………………………………………………………… 40, 000,000 40,046,531
6.00% (4) 11/12/24 ……………………………………………………………… 100,000,000 100,000,000
5.23% 12/13/ 24 ……………………………………………………………… 30, 000,000 30,000,000 Total Certificates of Deposit………………………………………………………………………………………… … 4,042,730,739 Commercial Paper (20.93%)
ABN AMRO Funding USA LLC
5.79% 2/2/24 ……………………………………………………………… 48,000,000 47,759,787
5.80% 4/1/24 ……………………………………………………………… 100,000,000 98,576,861
5.95% 4/5/24 ……………………………………………………………… 32,000,000 31,518,667
5.70% 5/28/ 24 ……………………………………………………………… 40, 000,000 39,088,978
5.69% 6/3/24 ……………………………………………………………… 55,000,000 53,698,914 The notes to the financial statements are an integral part of the schedule of investments. 18 CAMP Annual Report | December 31, 2023
Cash Reserve Portfolio
Schedule of Investments (unaudited)
December 31, 2023
Maturity
Rate(1) Date(2) Principal Fair Value(3)
Barclays Capital,Inc.
5.52% 4/2/24 ……………………………………………………………… $112,000,000 $110,442,389
5.52% 4/3/24 ……………………………………………………………… 75,000,000 73,946,000 BNP Paribas (NY)
5.89% 5/20/ 24 ……………………………………………………………… 50, 000,000 48,893,611 BofA Securities,Inc.
5.82% 3/7/24 ……………………………………………………………… 84,000,000 83,129,900
5.91% 5/7/24 ……………………………………………………………… 50,000,000 49,001,639
5.66% 6/10/ 24 ……………………………………………………………… 82, 000,000 79,986,695 Citigroup,Inc.
5.84% (4) 1/5/24 ……………………………………………………………… 105, 000,000 105,000,000
5.61% 6/10/ 24 ……………………………………………………………… 25, 000,000 24,390,660 Cooperatieve Rabobank (NY)
5.77% 3/8/24 ……………………………………………………………… 50,000,000 49,480,750 Credit Agricole Corporate & Investment Bank (NY)
5.80% 3/4/24 ……………………………………………………………… 57,000,000 56,438,408 Credit Industriel et Commercial (NY)
5.81% 4/5/24 ……………………………………………………………… 60,000,000 59,110,958
5.86% 5/2/24 ……………………………………………………………… 67,000,000 65,711,460 ING (US) Funding LLC
5.75% 2/16/24 ……………………………………………………………… 122, 000,000 121,128,581
5.79% 3/5/24 ……………………………………………………………… 100,000,000 99,000,889
5.83% 4/1/24 ……………………………………………………………… 36,200,000 35,684,824
5.82% 5/1/24 ……………………………………………………………… 58,000,000 56,898,564 JP Morgan Securities LLC (Callable)
5.86% 8/6/24 ……………………………………………………………… 50,000,000 50,000,000
5.78% 8/16/24 ……………………………………………………………… 105, 000,000 105,000,000 Metlife Short Term Funding LLC
5.65% 6/26/24 ……………………………………………………………… 41,916,000 40,788,704 Microsoft Corp.
5.50% 6/12/24 ……………………………………………………………… 80,000,000 78,062,111 Mizuho Bank Ltd. (NY)
5.79% 1/29/24 ……………………………………………………………… 55,000,000 54,759,375 MUFG Bank Ltd. (NY)
5.77% 1/4/24 ……………………………………………………………… 50,000,000 49,976,542
5.78% 1/8/24 ……………………………………………………………… 100, 000,000 99,890,722
5.73% 1/31/24 ……………………………………………………………… 104, 000,000 103,510,333
5.77% 2/12/24 ……………………………………………………………… 75,000,000 74,503,875
5.85% 3/21/24 ……………………………………………………………… 90,000,000 88,864,000
5.77% 5/14/24 ……………………………………………………………… 50,000,000 48,955,917
5.47% 8/16/24 ……………………………………………………………… 75,000,000 72,496,750 Natixis (NY)
5.79% 1/8/24 ……………………………………………………………… 150, 000,000 149,836,375
5.83% 2/13/24 ……………………………………………………………… 100,000,000 99,327,528
5.85% 3/4/24 ……………………………………………………………… 60,000,000 59,406,750
5.86% 4/2/24 ……………………………………………………………… 75,000,000 73,915,167
5.78% 5/20/24 ……………………………………………………………… 48,000,000 46,952,800 The notes to the financial statements are an integral part of the schedule of investments.
CAMP Annual Report | December 31, 2023 19
Cash Reserve Portfolio
Schedule of Investments (unaudited)
December 31, 2023
Maturity
Rate(1) Date(2) Principal Fair Value(3)
Natixis (NY) (Cont.)
5.48% 7/8/24 ……………………………………………………………… $67,975,000 $66,080,027
5.77% 7/15/24 ……………………………………………………………… 100,000,000 96,978,333 Pacific Life Short Term
5.50% 2/12/24 ……………………………………………………………… 48,500,000 48,191,621 Pfizer Inc.
5.54% 6/10/24 ……………………………………………………………… 26,867,000 26,219,364
5.54% 6/20/24 ……………………………………………………………… 25,000,000 24,361,125 Royal Bank of Canada (NY)
5.86% (4) 8/2/24 ……………………………………………………………… 100,000,000 100,000,000 Sumitomo Mitsui Trust (NY)
5.72% 2/7/24 ……………………………………………………………… 125,000,000 124,276,701
5.72% 2/8/24 ……………………………………………………………… 50,000,000 49,702,861
5.76% 3/1/24 ……………………………………………………………… 73,000,000 72,312,583
5.62% 3/18/24 ……………………………………………………………… 25,000,000 24,704,833 Toronto Dominion Bank (NY)
5.49% 4/22/24 ……………………………………………………………… 150,000,000 147,489,334 Toyota Motor Credit Corporation
5.66% 1/5/24 ……………………………………………………………… 50,000,000 49,969,500
5.73% 1/16/24 ……………………………………………………………… 85,000,000 84,802,729
5.94% 4/26/24 ……………………………………………………………… 67,000,000 65,771,592
5.89% 6/21/24 ……………………………………………………………… 25,000,000 24,326,333 Total Commercial Paper…………………………………………………………………………………………… … 3,690,322,420 Corporate Notes (1.37%)
Cooperatieve Rabobank (NY)
5.69% (4) 1/12/24 ……………………………………………………………… 50,000,000 50,000,154 Pepsico Inc.
5.79% (4) 11/12/24 ……………………………………………………………… 27,275,000 27,275,000 Toyota Motor Credit Corporation
5.72% (4) 1/11/24 ……………………………………………………………… 88,234,000 88,234,459
5.77% (4) 2/22/24 ……………………………………………………………… 22,630,000 22,630,654
5.68% 3/22/24 ……………………………………………………………… 20,000,000 19,859,808
6.01% (4) 6/13/24 ……………………………………………………………… 34,000,000 34,032,073 Total Corporate Notes……………………………………………………………………………………………… … 242,032,148 Government Agency and Instrumentality Obligations (4.90%) U.S. Treasury Bills
5.31% 1/2/24 ……………………………………………………………… 70,000,000 69,989,714
5.32% 1/16/24 ……………………………………………………………… 103,000,000 102,773,463
5.28% 1/23/24 ……………………………………………………………… 20,000,000 19,935,711 U.S. Treasury Notes
5.56% 1/15/24 ……………………………………………………………… 672,496,200 670,587,635 Total Government Agency and Instrumentality Obligations…………………………………………………… … 863,286,523 Repurchase Agreements (36.29%)
BofA Securities, Inc.
5.32% 1/2/24 ……………………………………………………………… 503,400,000 503,400,000 The notes to the financial statements are an integral part of the schedule of investments. (Dated 12/29/23, repurchase price $503,697,565, collateralized by U.S.
Treasury obligations, 0.00%-4.75%, maturing 5/15/34-11/15/53, fair value $513,771,517)
20 CAMP Annual Report | December 31, 2023
Cash Reserve Portfolio
Schedule of Investments (unaudited)
December 31, 2023
Maturity
Rate(1) Date(2) Principal Fair Value(3)
BofA Securities, Inc. (Cont.)
$147,000,000 $147,000,000
148,000,000 148,000,000
180,000,000 180,000,000
BNY Mellon (FICC)
1,700,000,000 1,700,000,000
BNP Paribas SA
120,000,000 120,000,000
386,000,000 386,000,000
71,000,000 71,000,000
57,000,000 57,000,000
The notes to the financial statements are an integral part of the schedule of investments.
5.40% 1/2/24 ………………………………………………………………
(Dated 11/2/23, repurchase price $148,345,050, collateralized by: U.S. Treasury obligations, 0.375%, maturing 12/31/25, fair value $1,371,961; Ginnie Mae obligations, 3.50%-6.50%, maturing 6/15/29-11/20/62, fair value $83,476,178; Fannie Mae obligations, 2.00%-7.00%, maturing 11/1/25-11/1/53, fair value $25,459,026; and Freddie Mac obligations, 2.50%-7.00%, maturing 6/1/27- 9/1/53, fair value $41,004,785)
5.33% 1/3/24 ………………………………………………………………
(Dated 11/21/23, repurchase price $148,942,226, collateralized: by a Ginnie Mae obligations, 2.50%-6.50%, maturing 12/20/40-10/20/63, fair value $73,805,387; Fannie Mae obligations, 1.50%-7.00%, maturing 11/1/26-12/1/53, fair value $61,541,086; and Freddie Mac obligations, 1.50%-6.50%, maturing 12/1/33-10/1/53, fair value $16,552,247)
5.46% 1/8/24(5) ………………………………………………………………
(Dated 10/17/23, repurchase price $182,511,600, collateralized by: U.S.
Treasury obligations, 4.375%, maturing 11/30/30, fair value $2,144,214; Ginnie Mae obligations, 1.50%-7.00%, maturing 2/20/28-11/20/63, fair value $121,708,538; Fannie Mae obligations, 2.00%-6.50%, maturing 8/1/25-12/1/52, fair value $11,692,413; and Freddie Mac obligations, 1.50%-7.00%, maturing 12/1/34-10/1/53, fair value $50,198,976)
5.32% 1/2/24 ………………………………………………………………
(Dated 12/29/23, repurchase price $1,701,004,889, collateralized by U.S.
Treasury obligations, 0.625%-5.47%, maturing 10/31/24-2/15/45, fair value $1,734,000,002)
5.34% 1/2/24 ………………………………………………………………
(Dated 12/29/23, repurchase price $120,071,200, collateralized by U.S.
Treasury obligations, 3.875%-4.125%, maturing 8/31/30-8/15/33, fair value $122,472,642)
5.34% 1/8/24(5) ………………………………………………………………
(Dated 12/13/23, repurchase price $387,660,443, collateralized by U.S.
Treasury obligations, 0.00%-4.875%, maturing 1/31/24-2/15/52, fair value $394,888,119)
5.40% 1/8/24(5) ………………………………………………………………
(Dated 11/28/23, repurchase price $71,958,500, collateralized by: U.S. Treasury obligations, 0.00%-4.125%, maturing 3/5/24-8/15/53, fair value $63,955,457; FHLB obligations, 2.80%-3.74%, maturing 7/11/39-6/12/43, fair value $85,848; Fannie Mae obligations, 2.80%-6.00%, maturing 3/1/39-10/1/53, fair value $5,168,991; and Freddie Mac obligations, 6.50%, maturing 3/1/53, fair value 3,589,909)
5.32% 1/8/24(5) ………………………………………………………………
(Dated 12/14/23, repurchase price $58,170,843, collateralized by: U.S. Treasury obligations, 0.00%-3.875%, maturing 12/31/24-8/15/50, fair value $1,399,279; Ginnie Mae obligations, 2.50%-4.00%, maturing 1/20/49-1/20/51, fair value $1,517; Fannie Mae obligations, 1.50%-7.00%, maturing 12/1/31-9/1/53, fair value $51,383,143; Freddie Mac obligations, 5.76%-6.00%, maturing 9/1/47-7/1/53, fair value $5,519,305)
CAMP Annual Report | December 31, 2023 21
Cash Reserve Portfolio
Schedule of Investments (unaudited)
December 31, 2023
Maturity
Rate(1) Date(2) Principal Fair Value(3)
BNP Paribas SA (Cont.)
5.39% 1/8/24(5) ……………………………………………………………… $137, 000,000 $137,000,000
5.31% 1/8/24(5) ……………………………………………………………… 329, 000,000 329,000,000 Goldman Sachs & Company
5.30% 1/2/24 ……………………………………………………………… 127, 000,000 127,000,000 Northern Trust (FICC)
5.34% 1/2/24 ……………………………………………………………… 2,300, 000,000 2,300,000,000 TD Securities LLC
5.35% 1/2/24 ……………………………………………………………… 192, 700,000 192,700,000 6,398,100,000
Fair Value(3)
Total Repurchase Agreements……………………………………………………………………………………… Money Market Funds (0.01%) Shares
Goldman Sachs Financial Square Government Fund, Institutional Class
5.25% 1,000,000 1,000,000
Total Money Market Funds……………....……..………….......……………………....………………………… … 1,000,000 Total Investments (99.65%) (Amortized Cost $17,568,547,261)…………………………………………… … 17,568,547,261 Other Assets and Liabilities, Net (0.35%)……………………………………………………………………… … 61,335,101 Net Position (100.00%)…………………………………………………………………………………………… … $17,629,882,362 (1) Yield-to-maturity at original cost unless otherwise noted. Money market fund rates represent the annualized 7-day yield as of December 31, 2023.
(2) Actual maturity dates, unless otherwise noted.
(3) See Note B to the financial statements.
(4) Adjustable rate security. Rate shown is that which was in effect at December 31, 2023. (5) Subject to put with 7-day notice.
The notes to the financial statements are an integral part of the schedule of investments. (Dated 12/29/23, repurchase price $2,301,364,666, collateralized by U.S.
Treasury obligations, 0.50%-3.13%, maturing 8/31/27, fair value $2,345,999,999)
...........................…………...……………………………………………………
(Dated 12/26/23, repurchase price $127,130,881, collateralized by: U.S.
Treasury obligations, 0.00%-1.25%, maturing 11/30/26-2/15/50, fair value $28,073,789, Ginnie Mae obligations, 2.46%-6.00%, maturing 1/15/32-11/15/57, fair value $88,549,729; and Freddie Mac obligations, 4.50%, maturing 7/1/53, fair value $13,049,981)
(Dated 11/28/23, repurchase price $138,846,075, collateralized by U.S.
Treasury obligations, 0.00%-6.625%, maturing 2/15/24-11/15/53, fair value $140,472,276)
(Dated 12/14/23, repurchase price $335,745,323, collateralized by U.S.
Treasury obligations, 0.00%-6.50%, maturing 1/31/24-8/15/53, fair value $336,520,483)
(Dated 12/29/23, repurchase price $192,814,549, collateralized by a Ginnie Mae obligations, 3.00%-6.00%, maturing 8/20/51-10/20/53, fair value $196,670,841) 22 CAMP Annual Report | December 31, 2023
CAMP Term Series DEC 24
Schedule of Investments (unaudited)
December 31, 2023
Maturity
Rate(1) Date(2) Principal Fair Value(3)
Asset-Backed Commercial Paper (10.53%)
Atlantic Asset Securitization LLC
5.80% 4/9/24 ……………………………………………………………… $5,305,000 $5,221,775 Fairway Finance Company LLC
5.71% 4/4/24 ……………………………………………………………… 5,925,000 5,837,055
5.76% 5/9/24 ……………………………………………………………… 7,000,000 6,858,313 Liberty Street Funding LLC
5.70% 1/11/24 ……………………………………………………………… 2,530,000 2,524,988
5.74% 1/19/24 ……………………………………………………………… 10,285,000 10,252,067 Manhattan Asset Funding Company
5.63% 1/16/ 24 ……………………………………………………………… 10, 184,000 10,156,320
5.78% 3/22/ 24 ……………………………………………………………… 8,000, 000 7,897,168
5.60% 6/7/24 ……………………………………………………………… 5,000,000 4,878,355 Ridgefield Funding Company LLC
5.83% 4/5/24 ……………………………………………………………… 19,000,000 18,715,722 Sheffield Receivables Company LLC
5.63% 2/6/24 ……………………………………………………………… 10,141,000 10,080,296 Total Commercial Paper…………………………………………………………………………………………… … 82,422,059 Certificates of Deposit (26.95%)
Bank of America
5.38% 1/23/ 24 ……………………………………………………………… 8,000, 000 7,998,350 Bank of Montreal (Chicago)
6.00% 6/28/24 ……………………………………………………………… 7,000,000 7,015,119 BNP Paribas (NY)
5.32% 2/23/ 24 ……………………………………………………………… 8,000, 000 7,995,352 Canadian Imperial Bank of Commerce (NY)
5.95% 9/20/24 ……………………………………………………………… 9,985,000 10,018,451 Cooperatieve Rabobank (NY)
5.94% 10/2/ 24 ……………………………………………………………… 5,000, 000 5,022,083 Credit Agricole Corporate & Investment Bank (NY)
5.15% 12/16/ 24 ……………………………………………………………… 2,000, 000 1,997,650 Credit Industriel et Commercial (NY)
5.73% 1/12/ 24 ……………………………………………………………… 9,996, 000 9,996,296
5.33% 1/19/ 24 ……………………………………………………………… 3,700, 000 3,698,773
HSBC USA
5.80% 8/8/24 ……………………………………………………………… 8,000,000 8,018,419 MUFG Bank Ltd. (NY)
5.87% 8/27/ 24 ……………………………………………………………… 14, 000,000 14,037,645
5.33% 12/24/ 24 ……………………………………………………………… 9,000, 000 9,005,009 Nordea Bank ABP (NY)
5.72% 3/1/24 ……………………………………………………………… 16,978,000 16,980,643 Royal Bank of Canada (NY)
5.35% 2/23/ 24 ……………………………………………………………… 6,000, 000 5,996,781
6.00% 6/28/ 24 ……………………………………………………………… 6,000, 000 6,012,880
5.76% 11/6/ 24 ……………………………………………………………… 8,500, 000 8,531,587 Swedbank (NY)
5.75% 2/22/ 24 ……………………………………………………………… 5,826, 000 5,823,456 The notes to the financial statements are an integral part of the schedule of investments.
CAMP Annual Report | December 31, 2023 23
CAMP Term Series DEC 24
Schedule of Investments (unaudited)
December 31, 2023
Maturity
Rate(1) Date(2) Principal Fair Value(3)
Toronto Dominion Bank (NY)
5.38% 2/23/ 24 ……………………………………………………………… $8, 000,000 $7,996,065
5.76% 4/9/24 ……………………………………………………………… 3,000,000 3,001,150
5.65% 5/30/ 24 ……………………………………………………………… 1,000, 000 1,000,085
5.97% 7/3/24 ……………………………………………………………… 5,000,000 5,010,396
6.00% 10/2/ 24 ……………………………………………………………… 8,000, 000 8,038,850
5.90% 10/11/ 24 ……………………………………………………………… 2,000, 000 2,008,662 Wells Fargo Bank
5.72% 11/19/ 24 ……………………………………………………………… 38, 000,000 38,137,346 Westpac Securities Ltd. (New Zealand)
5.79% 4/12/ 24 ……………………………………………………………… 5,000, 000 5,002,665
5.83% 7/1/24 ……………………………………………………………… 10,976,000 10,994,941
5.84% 8/15/ 24 ……………………………………………………………… 1,532, 000 1,535,036 Total Certificates of Deposit………………………………………………………………………………………… … 210,873,690 Commercial Paper (20.00%)
ABN AMRO Funding USA LLC
4/1/24 ……………………………………………………………… 20,575,000 20,281,312 5.73% BofA Securities, Inc.
5.93% 5/31/ 24 ……………………………………………………………… 14, 000,000 13,672,918 Canadian Imperial Holdings,Inc.
5.74% 3/1/24 ……………………………………………………………… 2,550,000 2,525,617 Cooperatieve Rabobank (NY)
5.68% 2/5/24 ……………………………………………………………… 2,539,000 2,524,477
5.78% 4/15/24 ……………………………………………………………… 2,076,000 2,042,215 Credit Agricole Corporate & Investment Bank (NY)
5.79% 3/22/ 24 ……………………………………………………………… 2,000, 000 1,974,292
5.83% 7/8/24 ……………………………………………………………… 16,200,000 15,733,359
5.82% 7/29/ 24 ……………………………………………………………… 2,160, 000 2,091,407 ING (US) Funding LLC
5.75% 2/16/ 24 ……………………………………………………………… 1,029, 000 1,021,473
5.89% 6/14/24 ……………………………………………………………… 7,306,000 7,124,928
5.88% 7/19/ 24 ……………………………………………………………… 8,340, 000 8,091,118 Metlife Short Term Funding LLC
5.58% 1/3/24 ……………………………………………………………… 10,315,000 10,307,171 MUFG Bank Ltd. (NY)
5.42% 1/23/24 ……………………………………………………………… 7,000,000 6,973,344
5.85% 4/17/ 24 ……………………………………………………………… 4,000, 000 3,933,685
5.88% 5/17/24 ……………………………………………………………… 4,000,000 3,915,916 Natixis (NY)
5.67% 2/9/24 ……………………………………………………………… 5,575,000 5,540,245
5.77% 2/15/ 24 ……………………………………………………………… 4,113, 000 4,083,740
5.67% 2/16/24 ……………………………………………………………… 1,000,000 992,740
5.81% 3/15/ 24 ……………………………………………………………… 2,068, 000 2,044,572
5.94% 4/12/24 ……………………………………………………………… 5,220,000 5,139,930
5.89% 5/17/24 ……………………………………………………………… 2,180,000 2,135,811
5.90% 7/8/24 ……………………………………………………………… 9,840,000 9,570,108 The notes to the financial statements are an integral part of the schedule of investments. 24 CAMP Annual Report | December 31, 2023
CAMP Term Series DEC 24
Schedule of Investments (unaudited)
December 31, 2023
Maturity
Rate(1) Date(2) Principal Fair Value(3)
Pricoa Short Term Funding LLC
5.21% 1/23/ 24 ……………………………………………………………… $8, 000,000 $7,969,776 Toyota Motor Credit Corporation
5.31% 1/23/24 ……………………………………………………………… 8,000,000 7,969,880
5.85% 3/28/24 ……………………………………………………………… 9,000,000 8,878,041 Total Commercial Paper…………………………………………………………………………………………… … 156,538,075 Government Agency and Instrumentality Obligations (41.97%) Federal Home Loan Bank Discount Notes
5.39% 1/3/24 ……………………………………………………………… 4,955,000 4,951,335
5.07% 1/17/24 ……………………………………………………………… 1,047,000 1,044,063
5.43% 1/19/24 ……………………………………………………………… 10,267,000 10,235,177
4.94% 1/23/24 ……………………………………………………………… 16,710,000 16,648,378
5.30% 1/26/24 ……………………………………………………………… 1,050,000 1,045,665
5.27% 2/9/24 ……………………………………………………………… 11,048,000 10,979,597
5.26% 2/16/24 ……………………………………………………………… 4,190,000 4,159,765
4.90% 2/23/24 ……………………………………………………………… 29,136,000 28,895,971
5.41% 3/15/24 ……………………………………………………………… 2,062,000 2,038,973
5.47% 3/22/24 ……………………………………………………………… 10,565,000 10,436,423
5.37% 3/28/24 ……………………………………………………………… 1,429,000 1,410,383
5.38% 4/4/24 ……………………………………………………………… 2,555,000 2,519,562
5.10% 4/9/24 ……………………………………………………………… 17,752,000 17,493,275
5.24% 4/11/24 ……………………………………………………………… 2,555,000 2,517,043
5.40% 4/12/24 ……………………………………………………………… 10,386,000 10,230,245
5.41% 4/15/24 ……………………………………………………………… 2,071,000 2,039,068
5.45% 4/17/24 ……………………………………………………………… 2,200,000 2,165,461
5.40% 5/3/24 ……………………………………………………………… 5,700,000 5,597,730
5.40% 5/9/24 ……………………………………………………………… 1,175,000 1,152,933
5.24% 5/10/24 ……………………………………………………………… 2,566,000 2,517,451
5.44% 5/17/24 ……………………………………………………………… 4,219,000 4,135,058
5.42% 5/31/24 ……………………………………………………………… 12,043,000 11,779,954
5.43% 6/13/24 ……………………………………………………………… 13,680,000 13,356,571
5.23% 6/14/24 ……………………………………………………………… 2,578,000 2,516,693
5.39% 7/19/24 ……………………………………………………………… 2,079,000 2,021,769
5.42% 7/23/24 ……………………………………………………………… 1,040,000 1,010,823
5.35% 8/8/24 ……………………………………………………………… 5,600,000 5,431,113
5.37% 8/23/24 ……………………………………………………………… 7,900,000 7,646,238
5.40% 8/27/24 ……………………………………………………………… 11,503,000 11,127,496
5.47% 9/26/ 24 ……………………………………………………………… 5,410, 000 5,216,860
5.46% 10/2/ 24 ……………………………………………………………… 12, 662,000 12,200,352
5.28% 11/4/ 24 ……………………………………………………………… 5,265, 000 5,051,181
5.24% 11/15/ 24 ……………………………………………………………… 65, 245,000 62,505,522 U.S. Treasury Bills
5.35% 2/6/24 ……………………………………………………………… 3,545,000 3,526,751
5.49% 4/4/24 ……………………………………………………………… 1,585,000 1,563,688 The notes to the financial statements are an integral part of the schedule of investments.
CAMP Annual Report | December 31, 2023 25
CAMP Term Series DEC 24
Schedule of Investments (unaudited)
December 31, 2023
Maturity
Rate(1) Date(2) Principal Fair Value(3)
U.S. Treasury Notes
5.44% 6/30/ 24 ……………………………………………………………… $5, 115,000 $5,060,653
5.52% 9/15/ 24 ……………………………………………………………… 10, 500,000 10,165,313
4.87% 12/15/ 24 ……………………………………………………………… 26, 965,000 26,004,372 Total Government Agency and Instrumentality Obligations…………………………………………………… … 328,398,905 Total Investments (99.45%) (Amortized Cost $777,649,715)………………………………………………… 778,232,729 Other Assets and Liabilities, Net (0.55%)………………………………………………………………………… 4,291,356 Net Position (100.00%)……………………………………………………………………………………………… $782,524,085 (1) Yield-to-maturity at original cost unless otherwise noted. (2) Actual maturity dates, unless otherwise noted.
(3) See Note B to the financial statements.
The notes to the financial statements are an integral part of the schedule of investments. 26 CAMP Annual Report | December 31, 2023
Trustees and Officers
President
Steve Dial
Deputy Executive Director and Chief
Financial Officer
San Joquin Council of Governments
Vice President
Karen Adams, CPA
Treasurer-Tax Collector
Merced County
Treasurer
Jordan Kaufman
Treasurer-Tax Collector
Kern County
David Persselin
Finance Director/Treasurer
City of Fremont
Phonxay Keokham, CPA
Treasurer-Tax Collector
San Joaquin County
Duane Wolterstorff, CPA
Director II, Business Services
Modesto City Schools
Hilda Flores, CPA
Chief Financial Officer
San Bernardino County of Transportation
Authority
Deborah Spaulding
Assistant General Manager, Finance &
Management Services/CFO
East Bay Regional Park District
Service Providers
Investment Advisor, Administrator, Rebate
Agent & Transfer Agent
PFM Asset Management LLC
1 California Street, Ste 1000
San Francisco, CA 94111-5411
213 Market Street
Harrisburg PA 17101
Custodian
U.S. Bank National Association
800 Nicollet Mall
Minneapolis, MN 55402
Independent Auditors
Ernst & Young LLP
560 Mission Street, Suite 1600
San Francsico, CA 94105
Legal Council
Nossaman LLP
50 California Street, 34
th Floor
San Franscico, CA 94111
camponline.com
(800) 729-7665 phone
(415) 982-4513 fax
CALIFORNIA ASSET
MANAGEMENT TRUST
DECLARATION OF
TRUST
Dated as of December 15, 1989, as amended and restated as of October 25, 2022
© 2022 California Asset Management Program
-i-
Table of Contents
ARTICLE I. DEFINITIONS ...............................................................................................2 ARTICLE II. NAME, PURPOSE AND REPRESENTATIONS .......................................4 Section 2.1. Name....................................................................................................4 Section 2.2. Purpose. ...............................................................................................4 Section 2.3. Representations of Participants and Investors.....................................4 ARTICLE III. TRUSTEES .................................................................................................4 Section 3.1. Initial Trustees. ....................................................................................5 Section 3.2. Number, Qualification, Election and Term of Trustees. .....................5 Section 3.3. Resignation and Removal....................................................................5 Section 3.4. Vacancies.............................................................................................5 ARTICLE IV. POWERS OF TRUSTEES..........................................................................6 Section 4.1. General. ...............................................................................................6 Section 4.2. Investments..........................................................................................6 Section 4.3. Legal Title. ..........................................................................................7 Section 4.4. Issuance and Redemption of Shares. ...................................................7 Section 4.5. Borrowing Money and Lending Trust Property. .................................7 Section 4.6. Delegation and Committees. ...............................................................7 Section 4.7. Collection and Payment.......................................................................7 Section 4.8. Expenses and Limits Thereon. ............................................................8 Section 4.9. Litigation. ............................................................................................8 Section 4.10. Manner of Acting and By-Laws. .......................................................8 Section 4.11. Miscellaneous Powers. ......................................................................8 ARTICLE V. INVESTMENT ADVISORY AND OTHER SERVICES TO TRUST .......9 Section 5.1. Investment Adviser and Approval of Agreements. .............................9
-ii-
Section 5.2. Other Activities of Investment Adviser...............................................9 Section 5.3. Other Services to the Trust. ...............................................................10 ARTICLE VI. LIMITATIONS OF LIABILITY ..............................................................10 Section 6.1. No Personal Liability.........................................................................10 Section 6.2. Non-Liability and Indemnification of Trustees and Others. .............10 Section 6.3. Official Bond Required. ....................................................................11 Section 6.4. No Duty of Investigation and Notice in Trust Instruments. ..............11 Section 6.5. Reliance on Experts...........................................................................11 Section 6.6. Immunity from Liability, Limited Waiver of Sovereign Immunity of Certain Participants. ..............................................................................................11 Section 6.7. Further Restriction of Duties and Liabilities. ....................................12 ARTICLE VII. SHARES OF BENEFICIAL INTEREST ................................................12 Section 7.1. Beneficial Interest..............................................................................12 Section 7.2. Rights of the Shareholders.................................................................12 Section 7.3. Establishment of a Trust....................................................................13 Section 7.4. Register of Shares..............................................................................13 Section 7.5. Transfer of Shares..............................................................................13 Section 7.6. Notices...............................................................................................13 Section 7.7. Approval Powers. ..............................................................................14 Section 7.8. Series and Classes of Shares..............................................................14 ARTICLE VIII. REDEMPTIONS ....................................................................................15 Section 8.1. Redemptions. .....................................................................................15 Section 8.2. Suspension of Right of Redemption..................................................16 Section 8.3. Redemptions to Reimburse Trust for Loss on Nonpayment for Shares or for Other Charges..............................................................................................16
-iii-
Section 8.4. Redemptions Pursuant to Constant Net Asset Value Policy. ............16 Section 8.5. Redemptions in Kind.........................................................................17 Section 8.6. Minimum Investment. .......................................................................17 ARTICLE IX. DETERMINATION OF NET ASSET VALUE, NET INCOME AND DISTRIBUTIONS.............................................................................................................17 Section 9.1. By-Laws to Govern Net Asset, Net Income and Distribution Procedures. ............................................................................................................17 ARTICLE X. DURATION, TERMINATION AND AMENDMENT .............................17 Section 10.1. Duration...........................................................................................17 Section 10.2. Termination of Trust........................................................................17 Section 10.3. Amendment Procedure. ...................................................................18 Section 10.4. Merger, Consolidation and Sale of Assets. .....................................18 ARTICLE XI. MISCELLANEOUS..................................................................................19 Section 11.1. Governing Law................................................................................19 Section 11.2. Counterparts. ...................................................................................19 Section 11.3. Adoption by California Public Agencies.........................................19 Section 11.4. Certificates.......................................................................................19 Section 11.5. Provisions in Conflict with Law or Regulations. ............................19 Section 11.6. Index and Headings for Reference Only. ........................................20 Section 11.7. Successors in Interest. .....................................................................20
1 THIS DECLARATION OF TRUST, made as of December 15, 1989, by the Initial Participants, is amended and restated as of October 25, 2022. Capitalized terms used herein shall have the meanings specified in Article I.
WITNESSETH
WHEREAS, Section 6502 of the Act provides that “if authorized by their legislative or other governing bodies, two or more public agencies by agreement may jointly exercise any power common to the contracting parties”; and
WHEREAS, Section 6509.7(a) of the Act provides that “two or more public agencies that have the authority to invest funds in their treasuries may, by agreement, jointly exercise that common power”; and
WHEREAS, Section 6500 of the Act defines “Public Agency” to include “the federal government or any federal department or agency, this state, another state or any state department or agency, a county, county board of education, county superintendent of schools, city, public corporation, public district, regional transportation commission of this state or another state, a federally recognized Indian tribe, or any joint powers authority formed pursuant to this article by any of these agencies”; and
WHEREAS, Section 6509.7(b) of the Act provides that in addition to those public agencies listed in Section 6500, the definition of “Public Agency” also includes “a nonprofit corporation whose membership is confined to public agencies or public officials”; and
WHEREAS, the Initial Participants are both California Public Agencies and are both authorized to invest funds pursuant to the Government Code of the State of California; and
WHEREAS, the Initial Participants have been authorized by their legislative or other governing bodies, and desire to agree by this Declaration of Trust, to jointly exercise their common power to invest funds through creation of the Trust as a separate entity under the Act; and
WHEREAS, the Initial Participants anticipate that other California Public Agencies as defined by the Act, as it may be amended from time to time, may wish to become Participants by adopting and executing this Declaration of Trust and thus becoming parties to it; and
WHEREAS, Section 6509.7(a) of the Act provides that Public Agencies’ funds invested pursuant to an agreement entered into under the Act may be invested as authorized under subdivision (p) of Section 53601 of the California Government Code (“Section 53601"); and
WHEREAS, Section 53601 of the California Government Code, subdivision (p), makes shares of beneficial interest issued by the Trust eligible investments for Public Agencies; and
WHEREAS, Public Agencies that do not wish to become parties to this Declaration of Trust, but that wish to acquire Shares of Beneficial Interest issued by the Trust, may do so on terms provided hereunder and in accordance with the By-Laws governing the Trust.
2 NOW, THEREFORE, the Initial Participants hereby declare that all money and property contributed to the Trust established under this Declaration of Trust shall be held and managed in trust for the benefit of holders, from time to time, of the Shares of Beneficial Interest issued hereunder and subject to the provisions hereof.
ARTICLE I. DEFINITIONS
Except as otherwise expressly provided for in this Declaration of Trust, or unless the context otherwise requires, as used throughout this Declaration of Trust the following terms shall have the respective meanings specified below.
Act: The Joint Exercise of Powers Act, Section 6500 et seq. of Title 1, Division 7, Chapter 5 of the Government Code of the State of California.
Affiliate: As to any person, any other person who owns beneficially, directly or indirectly, 1% of the outstanding capital stock or equity interest of such person or of any other person who controls, is controlled by or is under common control with such person, or is an officer, retired officer, director, employee, partner or Trustee of such person or of any other person who controls, is controlled by or is under common control with such person.
By-Laws: The By-Laws of the Trust made as of December 15, 1989, as amended and restated from time to time.
Cash Reserve Portfolio: A short-term money market portfolio of the Trust which is divided into two Series of Shares, the Participant Shares Series and the Investor Shares Series.
Certificate of Determination: An instrument, a copy of which is attached hereto as Exhibit A and incorporate by reference here, which has been approved by a majority of the Trustees establishing a Class or Series of Shares of a particular Class and setting forth therein the relative rights, preferences, approval powers, and terms and conditions of each Series or Class, as may be provided in such instrument.
Class. The designation of Shares issued by the Trust which currently includes two classes known as the “Cash Reserve Portfolio Class of Shares” and the “Term Portfolio Class of Shares.”
Declaration of Trust: The Declaration of Trust made as of December 15, 1989, by the Initial Participants, as amended and restated as of October 25, 2022.
Information Statement: A disclosure document which describes in detail the management, policies and operations of the Pool, risks attendant to investments in the Trust, and other matters related to the Trust and the Pool.
Initial Participants: Monterey Peninsula Water Management District and Placer County.
Investment Advisory Agreement: The Amended and Restated Investment Advisory Agreement made as of May 14, 2004, by and between the Trust and PFM Asset Management LLC, as further amended and restated from time to time, and last amended and restated as of January 1, 2023.
3 Investor Agreement. An agreement entered into between the Investor and the Trust in connection with the Investor’s purchase of shares of Investor Shares Series.
Investor Shares Series: Shares in the Trust held by Investors. Shares of Investor Shares Series have no voting rights.
Investors: Public Agencies that acquire Shares of Investor Shares Series issued by the Trust without executing the Declaration of Trust and on such other terms as provided in the Declaration of Trust and By-Laws.
Participant Shares Series: Shares in the Trust held by Participants. Shares of Participant Shares Series have voting rights conferring approval powers in proportion to the number of full and fractional Shares held by each Participant.
Participants: Initial Participants and any subsequent Participants that are Public Agencies that join the Trust by executing the Declaration of Trust and who may acquire shares of Participant Shares Series.
Program Guide. Information consisting of the Information Statement and additional information provided to Investors and Participants in the Trust.
Public Agency: As that term is defined in Section 6500 and Section 6509.7 of the Act.
Series: Subdivision of Shares within a Class. Each Series has rights, privileges, preferences and restrictions applicable to that Series as more fully set forth in a Certificate of Determination with respect to such Series.
The Shares issued by the Trust within the Cash Reserve Portfolio Class of Shares are currently designated into two Series, the Participant Shares Series and Investor Shares Series. The Shares issued by the Trust within the Term Portfolio Class of Shares are from time to time designated into a Series, and each such Series is designated into two Subseries, the Participant Shares Subseries and the Investor Shares Subseries.
Shareholders: Public Agencies that own Shares of a Class within the Trust or a Series within a Class.
Shares: Units of beneficial interests issued by the Trust and generally refers to shares of any one or more Series or Classes, or of all Series and Classes, as may apply.
Term Portfolio: A fixed-rate, fixed-term money market portfolio of the Trust , and each Series designated therein, each such Series constituting a pool of assets for purposes of Section 53601. Each such Series is divided into two Subseries of Shares, the Participant Shares Subseries and the Investor Shares Subseries.
Trust: The California Asset Management Trust formed pursuant to Section 6502 of the Act.
Trustees: Individuals appointed by the Board of Trustees and approved by Participants pursuant to the Declaration of Trust and By-Laws to manage the Trust’s activities on behalf of the Trust. So for as may be practicable, the Trustees shall conduct the Trust’s activities, execute all documents and sue or be sued under that name, which name (and the word “Trust” wherever used herein) shall refer to the Trustees as Trustees, and not as individuals or personally, and shall not refer to the officers, employees, agents or Participants of the Trust. If the Trustees determine that the use of that name is not advisable, they may
4 use another designation or adopt another name under which the Trust may hold property or conduct its activities.
ARTICLE II. NAME, PURPOSE AND REPRESENTATIONS
Section 2.1. Name.
The name of the trust created hereby is CALIFORNIA ASSET MANAGEMENT TRUST. The Trust shall constitute a separate public entity within the meaning of Section 6507 of the Act.
Section 2.2. Purpose.
The purpose of the Trust is to provide California Public Agencies, both the Participants and the Investors, with an instrumentality or agency to pool their proceeds of debt issues and other funds and to facilitate the investment of and accounting for such funds. Public Agencies of the State of California, authorized under the Act, as may be amended from time to time, or other applicable California statutes, as shall be in effect from time to time, to enter into joint arrangements of this nature, may become Participants after their governing bodies have adopted and executed this Declaration of Trust. Investors may invest in the Shares of the Trust without becoming Participants by executing an Investor Agreement containing the representations and warranties, waivers, covenants and agreements referenced herein as applicable to the Investors.
Section 2.3. Representations of Participants and Investors.
Each Participant and each Investor (by execution of an Investor Agreement), represents and warrants to the other Participants and Investors, but only as to itself, as follows:
(a) The Shareholder is duly organized and validly existing as a Public Agency of the State of California, as that term is defined in Sections 6500 and 6509.7(b) of the Act, as may be amended from time to time, and has full legal right, power and authority to enter into this Declaration of Trust or the Investor Agreement, as may be applicable, to observe and perform its obligations hereunder or thereunder and to invest its assets as provided herein or therein; and by all necessary official actions the Shareholder has duly authorized and approved the execution of this Declaration of Trust or the applicable Investor Agreement, as the case may be, the observance and performance of its obligations hereunder or thereunder and the investment of its assets as provided herein or therein.
(b) This Declaration of Trust with respect to each Participant and Investor Agreement with respect to each Investor constitutes a legal, valid and binding obligation of the Shareholder enforceable against the Shareholder in accordance with its respective terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or limiting creditors rights generally, and by the application of equitable remedies in appropriate cases.
ARTICLE III. TRUSTEES
5 Section 3.1. Initial Trustees.
By the execution of this Declaration of Trust, the Initial Participants appoint the following five individuals to serve as initial Trustees:
Bruce Buel
Earl Corin
Nancy E. Hicks
James S. Kennedy
Robert C. Leland
Section 3.2. Number, Qualification, Election and Term of Trustees.
The number of Trustees shall be fixed from time to time by resolution of the Trustees; provided, however, that the number of Trustees shall not be less than three and not greater than fifteen and shall not be less than the number of classes of California Public Agencies entitled to representation on the Board of Trustees as provided in the By-Laws. All Trustees shall be members of the governing body, officers or full- time employees of California Public Agencies. Other than the initial Trustees and Trustees named to fill vacancies as provided in Section 3.4., the Trustees shall be appointed by the Board of Trustees and approved annually by the Participants. Except in the event of resignations or removals pursuant to Section
3.3., each Trustee shall hold office until his or her successor is appointed and approved by the Board of Trustees and the Participants and qualified to serve as Trustee. Each Trustee shall either sign this Declaration of Trust or agree in writing to be bound by it.
Section 3.3. Resignation and Removal.
Any Trustee may resign his or her trust (without need for prior or subsequent accounting) by an instrument in writing signed by such Trustee and delivered to the other Trustees, and such resignation shall be effective upon such delivery, or at a later date according to the terms of the instrument. A Trustee who has ceased to be qualified as provided in the By-Laws, who has died, who has been judged incompetent or bankrupt, or for whom a guardian or conservator has been appointed, shall be deemed to have resigned as of the date of such disqualification, death, adjudication or appointment. Any Trustee may be removed, with or without cause, by the action of two-thirds of the remaining Trustees. Upon the resignation or removal of a Trustee, such former Trustee shall execute and deliver such documents as the remaining Trustees shall require for the purpose of conveying to the Trust or the remaining Trustees any Trust property held in the name of the resigning or removed Trustee. Upon the incapacity or death of any Trustee, his or her legal representative shall execute and deliver such documents as the remaining Trustees shall require as provided in the preceding sentence.
The Superior Court of the City and County of San Francisco, California, may at the suit of any Participants holding at least 10% of the Shares, remove from office any Trustee in case of fraudulent or dishonest acts or gross abuse of authority or discretion with reference to the Trust and may bar from reelection any Trustee so removed for a period determined by the Court.
Section 3.4. Vacancies.
6 The term of office of a Trustee shall terminate and a vacancy shall occur in the event of the disqualification, death, resignation, removal, bankruptcy, adjudicated incompetence or other incapacity to perform the duties of the office of a Trustee. No such vacancy shall operate to annul this Declaration of Trust or to remove any existing agency created pursuant to the terms of this Declaration of Trust. In the case of an existing vacancy, including a vacancy existing by reason of an increase in the number of Trustees, the remaining Trustees shall fill such vacancy by the appointment of such other person as they in their discretion shall see fit and as is qualified as provided herein and in the By-Laws. If there shall be no remaining Trustee, any Participant may petition the Superior Court of the City and County of San Francisco to appoint a Trustee who is qualified as provided herein and by the By-Laws. Any such appointment shall not become effective, however, until the person appointed shall have accepted in writing such appointment and agreed in writing to be bound by the terms of this Declaration of Trust. An appointment of a Trustee may be made in anticipation of a vacancy to occur at a later date by reason of resignation, provided that such appointment shall not become effective prior to such resignation. Whenever a vacancy in the number of Trustees shall occur, until such vacancy is filled as provided in this Section 3.4., the Trustees in office, regardless of their number, shall have all the powers granted to the Trustees and shall discharge all the duties imposed upon the Trustees by this Declaration of Trust.
ARTICLE IV. POWERS OF TRUSTEES
Section 4.1. General.
The Trustees shall have exclusive and absolute control over the Trust property and over the affairs of the Trust to the same extent as if the Trustees were the sole owners of the Trust property in their own right, but with such powers of delegation as may be permitted by this Declaration of Trust. The Trustees shall have power to conduct the affairs of the Trust and carry on its operations in any and all of its branches and maintain offices both within and without the State of California, and to do all such other things and execute all such instruments as the Trustees deem necessary, proper or desirable in order to promote the interests of the Trust although such things are not herein specifically mentioned. Any determination as to what is in the interests of the Trust made by the Trustees in good faith shall be conclusive. In construing the provisions of this Declaration of Trust, the presumption shall be in favor of a grant of a power to the Trustees. The enumeration of any specific power herein shall not be construed as limiting the aforesaid powers. Such powers of the Trustees may be exercised without order of or resort to any court.
Notwithstanding the foregoing, the investment powers of the Trustees under this Declaration of Trust shall be subject to any restrictions upon the manner of exercising such powers imposed by the laws of the State of California, including Section 53635 of Title 5, Division 7, Part 1, Chapter 4, Article 2 of the Government Code, as in effect on the date of adoption of this Declaration of Trust by the Initial Participants and as may be amended from time to time. In the event that such Initial Participants (or any successor Participants designated as described below) cease to be parties to this Declaration of Trust, the Trustees shall designate other Participants as successor Participants for purposes of this Section.
Section 4.2. Investments.
The Trustees shall have the power to subscribe for, invest in, reinvest in, purchase or otherwise acquire, own, hold, pledge, sell, assign, transfer, exchange, distribute, lend or otherwise deal in or dispose of investments of every nature and kind, provided such investment is (in the sole and absolute discretion of the Trustees) consistent with the investment objectives and policies set forth in the Trust’s Program Guide including the Information Statement, as most recently amended or supplemented, and to exercise
7 any and all rights, powers and privileges of ownership or interest in respect of any and all such investments of every kind and description, including without limitation, the right to consent and otherwise act with respect thereto, with power to designate one or more persons, firms, associations or corporations to exercise any of such rights, powers and privileges in respect of any of such investments.
Section 4.3. Legal Title.
Legal title to all the Trust property shall be vested in the Trustees as joint tenants, except that the Trustees shall have power to cause legal title to any Trust property to be held by or in the name of one or more of the Trustees, or in the name of the Trust, or in the name of any other person as nominee, on such terms as the Trustees may determine, provided that the interest of the Trust therein is appropriately protected. The right, title and interest of the Trustees in the Trust property shall vest automatically in each person who may hereafter become a Trustee. Upon the resignation, removal, incapacity, disqualification or death of a Trustee such Trustee shall automatically cease to have any right, title or interest in any of the Trust property, and the right, title and interest of such Trustee in the Trust property shall vest automatically in the remaining Trustees. Such vesting and cessation of title shall be effective whether or not conveyancing documents have been executed and delivered.
Section 4.4. Issuance and Redemption of Shares.
The Trustees shall have the power to issue, sell, repurchase, redeem, retire, cancel, acquire, hold, resell, reissue, dispose of, transfer, and otherwise deal in Shares and, subject to the provisions hereof, to apply to any such repurchase, redemption, retirement, cancellation or acquisition of Shares any funds or property of the Trust, whether capital or surplus or otherwise, to the full extent now or hereafter permitted by California law.
Section 4.5. Borrowing Money and Lending Trust Property.
Subject to applicable law, the Trustees shall have power to borrow money or otherwise obtain credit and to secure the same by mortgaging, pledging or otherwise subjecting as security the assets of the Trust, to endorse, guarantee, or undertake the performance of any obligation, contract or engagement of any other person and to lend Trust property.
Section 4.6. Delegation and Committees.
The Trustees shall have power to delegate from time to time to such of their number or to officers, employees or agents of the Trust the doing of such things and the execution of such instruments either in the name of the Trust or the names of the Trustees or otherwise as the Trustees may deem expedient, to the same extent as such delegation is permitted by law and consistent with the By-Laws.
Section 4.7. Collection and Payment.
The Trustees shall have power to collect all property due to the Trust; to pay all claims, including taxes, against the Trust property; to prosecute, defend, compromise or abandon any claims relating to the Trust property; to foreclose any security interest securing any obligation by virtue of which any property is owed to the Trust; and to enter into releases, agreements and other instruments.