Redondo Beach City Council
November 19, 2024

420
H.12., File # 24-1804 Meeting Date: 11/19/2024
APPROVED BY:

Mike Witzansky, City Manager

ATTACHMENTS
· California Asset Management Trust - Declaration of Trust · Amended and Re-Stated By-Laws of California Asset Management Trust · California Asset Management Trust Program Guide
· California Asset Management Trust Investor Agreement

421
Administrative
Report
H.12., File # 24-1804 Meeting Date: 11/19/2024
To: MAYOR AND CITY COUNCIL
From: EUGENE SOLOMON, CITY TREASURER
TITLE

APPROVE AN INVESTOR AGREEMENT TO JOIN JOINT POWERS AUTHORITY CALIFORNIA

ASSET MANAGEMENT TRUST, AT NO COST TO THE CITY, IF THE RECOMMENDED

AMENDMENT TO THE ANNUAL INVESTMENT POLICY IS APPROVED

EXECUTIVE SUMMARY
The California Asset Management Program (or CAMP) is a California Joint Powers Authority (JPA) established in 1989 to provide California public agencies with professional investment services.

CAMP is directed by a Board of Trustees, which is made up of experienced local government finance directors and treasurers. CAMP offers a range of services to assist public agencies with investing their operating funds, bond proceeds, debt service funds, and reserve funds. Investments offered through the Cash Reserve Portfolio (the Pool) are permitted for all local agencies under California Government Code Section 53601(p).

With approval of this Agreement to join CAMP, the City Treasurer’s Office will be able to invest funds for the short-term to ensure the City meets all daily cash flow and liquidity requirements.

BACKGROUND
The City currently utilizes U.S. Bank money market funds as well as Local Agency Investment Funds (LAIF) to manage liquidity within the investment portfolio.

With the addition of Section N within the Investment Policy, The City may invest up to 20% of its portfolio in shares issued by a Joint Powers Authority, as established under California Government Code Section 6509.7.

With the approval of CAMP as an additional option, the City will be able to manage liquidity within the investment portfolio by transferring money to and from the account as needed for cash flow purposes.

Given the favorable interest rate compared to the current options available, the City may see an increase in investment earnings going forward.

COORDINATION
The Investor Agreement and associated documents for CAMP were reviewed as to form by the City Attorney’s Office

FISCAL IMPACT
There is no fiscal impact as a result of joining the CAMP JPA as there is no cost to the City.

422
H.12., File # 24-1804 Meeting Date: 11/19/2024
APPROVED BY:

Mike Witzansky, City Manager

ATTACHMENTS
· California Asset Management Trust - Declaration of Trust · Amended and Re-Stated By-Laws of California Asset Management Trust · California Asset Management Trust Program Guide
· California Asset Management Trust Investor Agreement

423
© 2022 California Asset Management Program

CALIFORNIA ASSET

MANAGEMENT TRUST

DECLARATION

OF TRUST
Dated as of December 15, 1989, as amended and restated as of October 25, 2022 424
-iTable 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. ......................................................................................4 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. ............................................................................................6 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. ..............................................................7 Section 4.9. Litigation. ..............................................................................................7 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 ...................................................................................................8 Section 5.1. Investment Adviser and Approval of Agreements. ................................8 Section 5.2. Other Activities of Investment Adviser. ................................................9 425
-iiSection 5.3. Other Services to the Trust. ..................................................................9 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. Surety Bond Required. ........................................................................10 Section 6.4. No Duty of Investigation and Notice in Trust Instruments. ................10 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. .......................................11 ARTICLE VII. SHARES OF BENEFICIAL INTEREST ................................................11 Section 7.1. Beneficial Interest. ...............................................................................11 Section 7.2. Rights of the Shareholders. ..................................................................12 Section 7.3. Establishment of a Trust. ....................................................................12 Section 7.4. Register of Shares. ...............................................................................12 Section 7.5. Transfer of Shares. ..............................................................................13 Section 7.6. Notices. ...............................................................................................13 Section 7.7. Approval Powers. ................................................................................13 Section 7.8. Series and Classes of Shares. ................................................................13 ARTICLE VIII. REDEMPTIONS ....................................................................................15 Section 8.1. Redemptions. ......................................................................................15 Section 8.2. Suspension of Right of Redemption. ...................................................15 Section 8.3. Redemptions to Reimburse Trust for Loss on Nonpayment for Shares or for Other Charges. .....................................................15 Section 8.4. Redemptions Pursuant to Constant Net Asset Value Policy. ...............16 Section 8.5. Redemptions in Kind. .........................................................................16 Section 8.6. Minimum Investment. .........................................................................16 426
-iiiARTICLE IX. DETERMINATION OF NET ASSET VALUE, NET
INCOME AND DISTRIBUTIONS ....................................................16 Section 9.1. By-Laws to Govern Net Asset, Net Income and Distribution Procedures. .................................................................16 ARTICLE X. DURATION, TERMINATION AND AMENDMENT ............................16 Section 10.1. Duration. ...........................................................................................16 Section 10.2. Termination of Trust. ........................................................................17 Section 10.3. Amendment Procedure. ....................................................................17 Section 10.4. Merger, Consolidation and Sale of Assets. .........................................18 ARTICLE XI. MISCELLANEOUS ..................................................................................18 Section 11.1. Governing Law..................................................................................18 Section 11.2. Counterparts. ....................................................................................18 Section 11.3. Adoption by California Public Agencies. ...........................................18 Section 11.4. Certificates. .......................................................................................18 Section 11.5. Provisions in Conflict with Law or Regulations. ................................19 Section 11.6. Index and Headings for Reference Only. ...........................................19 Section 11.7. Successors in Interest. .......................................................................19 427
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 provLGHVWKDW ¥LI DXWKRUL]HG E\WKHLr legislative or other governing bodies, two or more public agencies by agreement may jointly exercise any power common to the contracting pDUWLHVµ
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and
:+(5($66HFWLRQRIWKH$FWGHILQHV¥3XEOLF$JHQF\µWRLQFOXGH¥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 agenciesµ; and WHEREAS, Section 6509.7(b) of the Act provides that in addition to those public agencies listed LQ 6HFWLRQ  WKH GHILQLWLRQ RI ¥3XEOLF $JHQF\µ DOVR LQFOXGHV ¥D QRnprofit corporation whose PHPEHUVKLSLVFRQILQHGWRSXEOLFDJHQFLHVRUSXEOLFRIILFLDOVµ DQG
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 

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RIWKH$FWSURYLGHVWKDW3XEOLF$JHQFLHV·IXQGVLQYHVWHGSXUVXDQW to an agreement entered into under the Act may be invested as authorized under subdivision (p) of Section 53601 of the California Government Code
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; 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.

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 428
2 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 ¥&DVK5HVHUYH3RUWIROLR&ODVVRI6KDUHVµ and the ¥7HUP3RUWIROLR&ODVVRI6KDUHVµ 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.

Investor Agreement. An agreement entered into between the Investor and the Trust in connection with WKH,QYHVWRU·VSXUFKDVHRIVKDUHVRI,QYHVWRU6KDUHV6HULHV 429
3 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-/DZVWRPDQDJHWKH7UXVW·VDFWLYLWLHVRQbehalf of the Trust. So for as may EHSUDFWLFDEOHWKH7UXVWHHVVKDOOFRQGXFWWKH7UXVW·VDFWLYLWLHVH[HFXWHDOOGRFXPHQWVDQGVXHRUEHVXHG XQGHUWKDWQDPHZKLFKQDPH
DQGWKHZRUG¥7UXVWµZKHUHYHUXVHGKHUHLQ
VKDOOUHIHUWRWKH7UXVWHHVDV
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 use another designation or adopt another name under which the Trust may hold property or conduct its activities.
430
4 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
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
431
5 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.

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 432
6 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 policiHVVHWIRUWKLQWKH7UXVW·VProgram Guide including the Information Statement, as most recently amended or supplemented, and to exercise 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 433
7 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.

Section 4.8. Expenses and Limits Thereon.

The Trustees shall have the power to incur and pay any expenses which in the opinion of the Trustees are necessary or incidental to carry out any of the purposes of this Declaration of Trust. The Trustees shall fix the compensation of all officers and employees who are not Trustees.

Section 4.9. Litigation.

The Trustees shall have the power to engage in and to prosecute, defend, compromise, abandon, or adjust, by arbitration or otherwise, any actions, suits, proceedings, disputes, claims, and demands relating to the Trust or the Trust property, and, out of the Trust property, to pay or to satisfy any debts, claims or expenses incurred in connection therewith, including those of litigation, and such power shall include without limitation the power of the Trustees or any appropriate committee thereof, in the exercise of their or its good faith business judgment, consenting to dismiss any action, suit, proceeding, dispute, claim, or demand, derivative or otherwise, brought by any person, including a Participant or an Investor in such 3DUWLFLSDQW·VRU,QYHVWRU·VRZQQDPHRULQWKHQDPHRIWKH7UXVWZKHWKHURUQRWWKH7UXVWRUDQ\RIWKH 434
8 Trustees may be named individually therein or the subject matter arises by reason of business for or on behalf of the Trust.

Section 4.10. Manner of Acting and By-Laws.

Except as otherwise provided herein or in the By-Laws, any action to be taken by the Trustees may be taken by a majority of the Trustees present at a meeting of Trustees (a quorum being present). The Trustees may adopt By-Laws not inconsistent with this Declaration of Trust to provide for the conduct of the affairs of the Trust and may amend or repeal such By-Laws.

Section 4.11. Miscellaneous Powers.

The Trustees shall have the power to: (a) employ or contract with such persons as the Trustees may deem desirable for the transaction of the affairs of the Trust; (b) to the extent permitted by law, enter into joint ventures, partnerships and any other combinations or associations; (c) remove Trustees or fill vacancies in or add to their number, elect and remove such officers and appoint and terminate such agents or employees as they consider appropriate, and appoint from their own number and others, and terminate, any one or more committees which may exercise some or all of the power and authority of the Trustees as the Trustees may determine; (d) purchase, and pay for out of Trust property, insurance policies insuring the Trustees, officers, employees, agents, Participants, 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, whether or not constituting negligence, or whether or not the Trust would have the power to indemnify such person against such liability; (e) to the extent permitted by law, indemnify any person with whom the Trust has dealings to such extent as the Trustees shall determine; (f) determine and change the fiscal year of the Trust and the method by which its accounts shall be kept; and (g) adopt a seal for the Trust but the absence of such seal shall not impair the validity of any instrument executed on behalf of the Trust.

In addition to these specific powers, the Trustees shall also have all other powers consistent with the Act and the laws of California governing California business trusts and reasonably necessary from time to time to carry out the purposes of the Trust as set forth in Section 2.2.

ARTICLE V. INVESTMENT ADVISORY AND OTHER SERVICES TO TRUST Section 5.1. Investment Adviser and Approval of Agreements.

The Trustees are responsible for the general policies of the Trust and for such general supervision of the business of the Trust conducted by all officers, agents, employees, advisers, managers or independent contractors of the Trust as may be necessary to insure that such business conforms to the provisions of this Declaration of Trust. However, the Trustees shall not be required personally to conduct all the business of the Trust, and consistent with their ultimate responsibility as stated above, the Trustees shall have the power to appoint, employ or contract with any person (including one or more of themselves or any corporation, partnership, or Trust in which one or more of them may be directors, officers, stockholders, partners or trustees) as the Trustees may deem necessary or proper for the transaction of the business of the Trust. The Trustees may in their discretion, from time to time, enter into an investment advisory or management contract whereby the other party to such contract shall undertake to furnish the Trust such management, investment advisory or supervisory, administrative, accounting, legal, statistical, research, and promotional facilities and services, and such other facilities and services, if any, as the Trustees may in their discretion determine. The Trustees may authorize the investment adviser to effect 435
9 purchases, sales, loans or exchanges of portfolio securities of the Trust on behalf of the Trustees or may authorize any officer, employee or Trustee to effect such purchases, sales, loans or exchanges pursuant to recommendations of the investment adviser, all without further action by the Trustees. Any such purchases, sales, loans and exchanges shall be deemed to have been authorized by all of the Trustees.

The Trustees shall have the power to determine the compensation and other terms of employment or contract of the investment adviser or any other person whom they may employ or with whom they may contract; provided, however, that any determination to employ or contract with any Trustee or any person of which a Trustee is an Affiliate, shall be valid only if made, approved or ratified by a majority of the Trustees who are not Affiliates of such person. The Trustees may exercise broad discretion in allowing the investment adviser to administer and regulate the operations of the Trust, to act as agent for the Trust, to execute documents on behalf of the Trustees, and to make decisions which conform to general policies and general principles previously established by the Trustees.

Section 5.2. Other Activities of Investment Adviser.

Subject to and as limited by the terms and conditions of any Investment Advisory Agreement or other agreement between the Trust and the investment advisor, the investment adviser shall not be required to administer the investment activities of the Trust as its sole and exclusive function and may have other business interests and may engage in other activities similar or in addition to those relating to the Trust, including the rendering of services and advice to other persons and the management of other investments (including investments of the investment adviser and its Affiliates).

The investment adviser shall be required to use its best efforts to present a continuing and suitable investment program to the Trust which is consistent with the investment policies and objectives of the Trust.

Section 5.3. Other Services to the Trust.

The Trustees may, from time to time in their discretion, enter into contracts or agreements with independent contractors to carry out the following functions: (l) transfer agent and dividend disbursing agent; (2) administrator, to maintain the books and records of the Trust, to supervise all aspects of the TrusW·VRSHUDWLRQVLQFOXGLQJSHULRGLFXSGDWLQJRIWKH7UXVW·VProgram Guide and Information Statement, WRSUHSDUHWKH7UXVW·VWD[UHWXUQVDQGSHULRGLFUHSRUWVWR6KDUHKROGHUVWRFRPSXWHWKH7UXVW·VGDLO\QHW asset value and yield, to provide office space, eqXLSPHQWDQGIDFLOLWLHVQHFHVVDU\IRUWKH7UXVW·VRSHUDWLRQV and to provide such other administrative services as the Trustees may require; (3) distributor, to act as the 7UXVW·VVDOHVDJHQWIRUWKHGLVWULEXWLRQRIWKH6KDUHV 
FXVWRPHUVHUYLFHDJHQWWR provide information to
California Public Agencies which are Participants or Investors or are interested in becoming Participants or Investors; (5) custodian bank, to hold all money and securities constituting the Trust property; (6) independent certified public accountants, to perform an annual audit and provide such other services as the Trustees may require, and (7) legal counsel. The foregoing specific list shall not prevent the Trustees from employing other persons to provide such advice, assistance or services as the Trustees may, from time to time, require to carry out the purposes of the Trust as set forth in Section 2.2. 436
10 ARTICLE VI. LIMITATIONS OF LIABILITY
Section 6.1. No Personal Liability.

No Participant shall be subject to any personal liability whatsoever to any person in connection with the Trust property or the acts, obligations or affairs of the Trust. Subject to Section 6.2., no Trustee, officer, employee or agent of the Trust shall be subject to any personal liability whatsoever to any person in connection with Trust property or the acts, obligations or affairs of the Trust, and all such persons shall look solely to the Trust property for satisfaction of claims of any nature arising in connection with the affairs of the Trust. No Participant, Trustee, officer, employee, or agent, as such, of the Trust, made a party to any suit or proceeding to enforce any such liability, shall be held to any personal liability. The Trust shall indemnify and hold each Participant harmless from and against all claims and liabilities to which such Participant may become subject by reason of its being or having been a Participant and shall reimburse such Participant for all legal and other expenses reasonably incurred by it in connection with any such claim or liability; provided that such indemnity or reimbursement shall be made from assets (or proceeds thereof or income therefrom) of the one or more Series of Shares of the Trust in respect of which such claim or liability arose and not from the assets (or proceeds or income therefrom) of any other Series of Shares of the Trust. The rights accruing to a Participant under this Section 6.1. shall not exclude any other right to which such Participant may be lawfully entitled, nor shall anything herein contained restrict the right of the Trust to indemnify or reimburse a Participant in any appropriate situation even though not specifically provided herein.

Section 6.2. Non-Liability and Indemnification of Trustees and Others.

No Trustee, officer, employee or agent of the Trust shall be liable to the Trust, to its Shareholders, or to any Participant, Trustee, officer, employee or agent thereof for any action or failure to act (including, without limitation, the failure to compel, in any way, any former or acting Trustee to redress any breach of trust), except for its, his or her own bad faith, willful misfeasance, gross negligence or reckless disregard of duty. Each Trustee, officer, employee and agent of the Trust shall be indemnified as provided in the By-Laws and to the fullest extent provided by California law.

Section 6.3. Official Bond Required.

The Trustees shall obtain an official bond in such amounts and with such terms as they shall determine pursuant to Section 6505.1 of Title 1, Division 7, Chapter 5 of the Government Code of the State of California.

Section 6.4. No Duty of Investigation and Notice in Trust Instruments.

No purchaser, lender, transfer agent or other person dealing with the Trustees or any officer, employee or agent of the Trust shall be bound to make any inquiry concerning the validity of any transaction purporting to be made by the Trustees or by such officer, employee or agent or be liable for the application of money or property paid, loaned, or delivered to or on the order of the Trustees or of such officer, employee or agent. Every obligation, contract, instrument, certificate, Share or other security of the Trust and undertaking, and every other document executed in connection with the Trust, shall be conclusively presumed to have been executed or done by the executors thereof only in their capacity as Trustees under this Declaration of Trust or in their capacity as officers, employees or agents of the Trust.

Every written obligation, contract, instrument, certificate, Share or other security of the Trust or undertaking made or issued by the Trustees shall recite that it is executed by them not individually, but as Trustees under this Declaration of Trust, and that the obligations of any such instruments are not binding 437
11 upon any of the Trustees or Participants individually, but bind only the Trust property, but the omission of such recital shall not operate to bind the Trustees or Participants individually.

Section 6.5. Reliance on Experts.

Each Trustee, officer and employee of the Trust shall, in the performance of his or her duties, be fully protected with regard to any act or any failure to act resulting from reliance in good faith upon the books of account or other records of the Trust, upon an opinion of counsel, or upon reports made to the Trust by any of its officers or employees or by the investment adviser, administrator, transfer agent, custodian, distributor accountants, appraisers or other experts or consultants selected with reasonable care by the Trustees, officers or employees of the Trust.

Section 6.6. Immunity from Liability, Limited Waiver of Sovereign Immunity of Certain Participants.

All of the privileges and immunities from liability, all exemptions from laws, ordinances and rules, DQGDOOSHQVLRQUHOLHIGLVDELOLW\ZRUNPHQ·VFRPSHQVDWLRQDQGRWKHUEHQHILWVZKLFKDSSO\WRWKHDFWLYLW\ of Trustees, officers, agents or employees of the Initial Participants and any additional Participants when performing their functions within the territorial limits of their respective Public Agencies, shall apply to them to the same degree and extent while engaged in the performance of any of their functions and duties associated with the Trust; provided however, that notwithstanding the foregoing, any Participant that is a federally recognized Indian tribe agrees (a) to a limited waiver of its sovereign immunity solely for the purpose of authorizing another Participant or Participants, including the Trustees, to initiate an action against it to enforce any right under the Declaration of Trust, to seek provisional remedies and to enforce an award or judgment rendered in any such action; and (b) to waive its sovereign immunity from any liability or judgment arising from any such action, but any such waiver shall be limited to and co-extensive with the immunity afforded a Participant that is a California Public Agency but not a federally recognized Indian tribe. The Trust, acting through one or more service providers, with the consent of the Board President, shall be authorized to negotiate and to enter into agreements with federally recognized Indian tribes on behalf of the Trust consistent with the above waivers as required to address terms and conditions.

Section 6.7. Further Restriction of Duties and Liabilities.

Without limiting the foregoing provisions of this Article VI, the Trustees, officers, employees, agents, and Participants of the Trust shall in no event have any greater duties or liabilities than those imposed by applicable law as shall be in effect from time to time.

ARTICLE VII. SHARES OF BENEFICIAL INTEREST
Section 7.1. Beneficial Interest.

The interest of the Shareholders hereunder shall be divided into transferable units to be called Shares. The number of Shares authorized hereunder is unlimited. Except as otherwise provided in this Section 7.1. and in Section 7.8. hereof, each Share shall represent an equal proportionate interest in the net assets of the applicable pool of securities within the Trust. Each Share of any Class of Shares created by the Trustees, whether or not the Trustees have created more than one Series of Shares of such Class, shall represent an equal proportionate interest in the assets of that Class with each other Share in that Class.

The Trustees may divide or combine the Shares of any Class into a greater or lesser number of Shares of 438
12 that Class or any Series of that Class without thereby changing the proportionate interests of each Share of that Class in the assets of that Class.

There is hereby established and designated two Classes RI6KDUHVNQRZQDVWKH¥&DVK5HVHUYH 3RUWIROLRµ&ODVV DQGWKH¥7HUP3RUWIROLRµ&ODVV. These Classes of Shares shall be divided into two Series of Shares, within the same portfolios D ¥3DUWLFLSDQW 6KDUHV 6HULHVµ DQG DQ ¥,QYHVWRU 6KDUHV 6HULHVµ Subject to the provisions of Section 7.8. hereof, the Trustees may authorize the creation of additional Classes of Shares (the proceeds of which may be invested in other portfolios with investment objectives GLIIHUHQW IURPWKH¥&DVK5HVHUYH3RUWIROLRµ&ODVV and thH¥7HUP3RUWIROLRµ&ODVV) and such series of Shares of such additional Classes as the Trustees may deem appropriate. All Shares issued hereunder, including, without limitation, Shares issued in connection with a dividend in Shares or a division of Shares, shall be fully paid and nonassessable. Except as expressly provided herein, or in the action of the Trustees in creating any new Series of a Class, no division of Shares into Series shall result in the creation of a preference as to dividends or distributions or a preference in the event of any liquidation, termination or winding up of the Trust. All references to Shares in this Declaration of Trust shall be deemed to be Shares of any one or more Series or Classes, or of all Series and Classes, as the context may require.

Section 7.2. Rights of the Shareholders.

The ownership of the Trust property of every description and the right to conduct the affairs of the Trust herein before described are vested exclusively in the Trustees, and the Shareholders shall have no interest therein other than the beneficial interest conferred by their Shares, and they shall have no right to call for any partition, division, dividend or distribution of any property, profits, rights or interests of the Trust nor can they be called upon to assume any losses of the Trust or suffer an assessment of any kind by virtue of their ownership of the Shares beyond their beneficial interests in the Shares. The Shares shall be personal property giving only the rights specifically set forth in this Declaration of Trust. The Shares shall not entitle the holder to preference, preemptive, appraisal, conversion or exchange rights, except as the Trustees may determine.

Section 7.3. Establishment of a Trust.

It is the intention of the Trustees and the Shareholders to create the relationship of Trustee and beneficiary between the Trustees and each Shareholder from time to time. It is not the intention of the Trustees and the Shareholders to create a general partnership, limited partnership, joint stock association, corporation, bailment or any form of legal relationship other than a trust. Nothing in this Declaration of Trust shall be construed to make the Shareholders, either by themselves or with the Trustees, partners or members of a partnership or a joint stock association.

Section 7.4. Register of Shares.

A register shall be kept at the principal office of the Trust or at such place as the Trustees shall designate containing the names and addresses of all the Shareholders and the number of Shares held by them respectively and a record of all transfers thereof. Such register shall be conclusive as to which California Public Agencies are the holders of the Shares and which California Public Agencies shall be entitled to receive distributions or otherwise to exercise or enjoy the rights of Participants or Investors.

No Shareholder shall be entitled to receive payment of any distribution, nor to have rights given to it as herein or in the By-Laws provided, until its correct name and address has been given to the transfer agent or such other officer or agent of the Trustee as shall keep the register. The Trustees, in their discretion, may but need not authorize the issuance of Share certificates and promulgate appropriate rules and regulations as to their use.
439
13 Section 7.5. Transfer of Shares.

Shares shall be transferable on the records of the Trust only by the record holder thereof or by its agent thereunto duly authorized in writing, upon delivery to the transfer agent of a duly executed instrument of transfer, together with such evidence of the genuineness of each such execution and authorization and of other matters as may reasonably be required. Upon such delivery the transfer shall be recorded on the register of the Trust. Until such record is made, the Shareholder of record shall be deemed to be the holder of such Shares for all purposes hereunder and neither the Trustees nor any transfer agent nor any officer, employee or agent of the Trust shall be affected by any notice of the proposed transfer. No Shares may be transferred to a transferee other than a California Public Agency or the Trust itself. Any attempted transfer to any other person shall be void and of no effect.

Section 7.6. Notices.

Any and all notices and communications to which a Shareholder may be entitled shall be deemed duly given or made if delivered in person, by email or other electronic communication with respect to which a record of delivery of the notice shall be obtained and maintained, or mailed, postage prepaid, addressed to the Shareholder of record at its address as recorded on the register of the Trust. In addition to any other notice or communication to which a Shareholder may be entitled, each Shareholder shall be entitled to notice of any amendment to this Declaration of Trust or of any matter which is approved by the Participants.

Section 7.7. Approval Powers.

The following matters taken by the Trustees shall require the approval of a majority of the holders of outstanding voting Shares: (i) the appointment of Trustees as provided in Section 3.2., (ii) liquidation of any Class of Shares or Participant Shares Series as provided in Section 7.8.(e), (iii) termination of the Trust as provided in Section 10.2., (iv) amendment of this Declaration of Trust to the extent provided in Section 10.3., (v) merger, consolidation or sale of assets of the Trust as provided in Section 10.4., (vi) a change in the investment restrictions or fundamental policies set forth in the Program Guide and Information Statement, except as set forth therein, and (vii) such additional matters relating to the Trust as may be required by this Declaration of Trust or the By-Laws or as the Trustees may consider necessary or desirable. Only Participants shall be entitled to exercise such approval powers in proportion to the number of full and fractional Shares held by each Participant. Investors shall have no voting rights.

Shares shall not be cumulated for the purpose of approving Trustees. Until Shares are issued, the Trustees may exercise all rights of the Participants and may take any action required by law, this Declaration of Trust or the By-Laws to be taken by the Participants. The By-Laws may include further provisions for the approval of the Participants and related matters.

Section 7.8. Series and Classes of Shares.

The following provisions are applicable regarding the Series or Classes of Shares of the Trust established and designated by Section 7.1. hereof and shall be applicable if the Trustees shall establish and designate additional Classes or Series of a Class as provided in that Section:
(a) The number of Shares of each Series or Class that may be issued shall be unlimited. (b) All consideration received by the Trust for the issue or sale of Shares of a particular Class (whether or not Shares of such Class have been divided into Series), together with all assets in which such 440
14 consideration is invested or reinvested, all income, earnings, profits and proceeds thereof, including any proceeds derived from the sale, exchange or liquidation of such assets, and any funds or payments derived from reinvestment of such proceeds in whatever form the same may be, shall irrevocably belong to Shares of that Class for all purposes, subject only to the rights of creditors, and shall be so recorded upon the hooks of account of the Trust. In the event that there are any assets, income, earnings, profits, or proceeds thereof, or funds or payments of the Trust which are not readily identifiable as belonging to any particular Class, the Trustees shall allocate them among any one or more of the Classes established and designated from time to time in such manner and on such basis as they, in their sole discretion, deem fair and equitable.

Each such allocation by the Trustees shall be conclusive and binding upon the Shareholders of all Classes for all purposes.
(c) The assets belonging to each particular Class shall be charged with the liabilities of the Trust in respect of that Class, as will all expenses, costs, charges and reserves attributable to that Class, and any general liabilities, expenses, costs, charges or reserves of the Trust which are not readily identifiable as belonging to any particular Class shall be allocated and charged by the Trustees to and among any one or more of the Classes established and designated from time to time in such manner and on such basis as the Trustees in their sole discretion deem fair and equitable. Each allocation of liabilities, expenses, costs, charges and reserves by the Trustees shall be conclusive and binding upon the Shareholders in all Classes for all purposes.
(d) Except as otherwise provided in the Certificate of Determination of the Trustees creating a Series of Shares of a particular Class, all dividends and distributions on Shares of a particular Class shall be distributed pro rata to the holders of that Class in proportion to the number of Shares of that Class held by such holders at the date and time of record established in the By-Laws for the payment of such dividends or distributions.
(e) In the event of the liquidation of a particular Series of a Class or of an entire Class, the Participants or Investors in that Series or Class, as the case may be, which is being liquidated shall be entitled to receive, when and as declared by the Trustees, the excess of the assets belonging to Shares of that Class over the liabilities attributable to Shares of the Class. The holders of Shares of any such Class shall not be entitled thereby to any distribution upon liquidation of any other Series or Class. The assets so distributable to the Participants or Investors, as the case may be, in any Class shall be distributed among such Participants or Investors in proportion to the number of Shares of that Class, whether in one or more Series, held by them and recorded on the books of the Trust. The liquidation of any particular Series or Class in which there are Shares then outstanding held by Participants may be authorized by an instrument in writing, without a meeting, signed by a majority of the Trustees then in office, subject to the affirmative vote of a majority of the outstanding voting Shares of that Series or Class held by Participants. (f) The Trustees shall have the authority to provide that the holders of Shares of any Series or Class shall have the right to convert or exchange such Shares for or into Shares of one or more other Series or Class in accordance with such requirements and procedures as may be established by the Trustees. (g) The Trustees shall have the power to determine the designations, preferences, privileges, limitations and rights, including approval and dividend rights, of each Series or Class of Shares. Subject to the provisions of this Section 7.8., all Shares of all Series or Classes shall have identical rights and privileges.
(h) The establishment and designation of any Series or Class of Shares in addition to those established and designated in Section 7.1. hereof shall be effective upon the execution by a majority of the then Trustees of an instrument setting forth such establishment and designation and the relative rights, 441
15 preferences, approval powers, restrictions, limitations as to dividends, qualifications, and terms and conditions of redemption of such Series or Class or as otherwise provided in such instrument. At any time that there are no Shares outstanding of any particular Series or Class previously established and designated, the Trustees may by an instrument executed by a majority of their number abolish that Series or Class and the establishment and designation thereof. Each instrument referred to in this paragraph shall constitute an amendment to this Declaration of Trust.

ARTICLE VIII. REDEMPTIONS
Section 8.1. Redemptions.

In case any Shareholder at any time desires to dispose of its Shares, it may deposit a written request or other such form of request as the Trustees may from time to time authorize, at the office of the transfer agent or at the office of any bank or trust company, either in or outside of California which is a member of the Federal Reserve System and which the transfer agent has designated in writing for that purpose, to have the Shares redeemed by the Trust at the net asset value thereof per Share next determined after such deposit as provided in the By-Laws. Payment for redemption shall be made to the Shareholder within the number of busiQHVVGD\VVSHFLILHGLQWKH7UXVW·VFXUUHQW3URJUDP*XLGHDQG,QIRUPDWLRQ6WDWHPHQWXQOHVV the date of payment is postponed pursuant to Section 8.2. hereof, in which event payment may be delayed beyond such period.

Section 8.2. Suspension of Right of Redemption.

The Trustees may declare a suspension of the right of redemption or postpone the date of payment or redemption for the whole or any part of any period (i) during which the New York Stock Exchange is closed other than customary weekend and holiday closings, (ii) during which trading on the New York Stock Exchange is restricted, or (iii) during which an emergency exists as a result of which disposal by the Trust of securities owned by it is not reasonably practicable or it is not reasonably practicable for the Trust fairly to determine the value of its net assets. Such suspension shall take effect at such time as the Trustees shall specify, but not later than the close of business on the business day next following the declaration of suspension, and thereafter there shall be no right of redemption or payment on redemption until the Trustees shall declare the suspension at an end, except that the suspension shall terminate in any event on the first day on which the New York Stock Exchange shall have reopened or the period specified in (ii) or (iii) shall have expired (as to which the determination of the Trustees shall be conclusive). In the case of a suspension of the right of redemption, a Shareholder may either withdraw its request for redemption or receive payment based on the net asset value existing after the termination of the suspension.

Section 8.3. Redemptions to Reimburse Trust for Loss on Nonpayment for Shares or for Other Charges.

The Trustees shall have the power to redeem Shares owned by any Shareholder to the extent necessary (i) to reimburse the Trust for any loss it has sustained by reason of the failure of such Shareholder to make full payment for Shares purchased by such Shareholder, or (ii) to collect any charge relating to a transaction effected for the benefit of such Shareholder which is applicable to Shares as provided in the Program Guide and Information Statement. Any such redemption shall be effected at the redemption price determined in accordance with Section 8.1. hereof. 442
16 Section 8.4. Redemptions Pursuant to Constant Net Asset Value Policy.

The following provisions shall apply to any Series, or multiple Series of a Class or Classes of Shares invested in the same portfolio, of investments of the Trust during any period that the Trustees, in their discretion, establish a policy of maintaining a constant net asset value per Share. If for any reason the net income of the Trust attributable to such Shares invested in the same portfolio shall, at the time of any determination thereof in accordance with Section 9.1. hereof, be a negative amount, then the Trustees shall have power to cause the number of outstanding Shares of such Series or multiple Series of a Class or Classes of Shares invested in the same portfolio to be reduced by requiring each Shareholder to contribute to the capital of the Trust VXFK6KDUHKROGHU·VSURSRUWLRQDWHSDUWRIWKHWRWDOQXPEHURI6KDUHVZKLFKKDYH DQDJJUHJDWHFXUUHQWQHWDVVHWYDOXHHTXDODVQHDUO\DVPD\EHSUDFWLFDEOHWRWKHDPRXQWRIWKH7UXVW·VQHW loss in respect of such portfolio. Each Shareholder, by becoming a registered holder of Shares, agrees to make any such contribution which may be required.

Section 8.5. Redemptions in Kind.

Payment for Shares redeemed pursuant to Section 8.1. may, at the option of the Trustees, or such officer or officers as they may duly authorize for the purpose, in their complete discretion be made in cash, or in kind, or partially in cash and partially in kind. In case of payment in kind, the Trustees, or their delegate, shall have absolute discretion as to what security or securities shall be distributed in kind and the amount of the same, and the securities shall be valued for purposes of distribution at the figure at which they were appraised in computing the net asset value of the Shares.

Section 8.6. Minimum Investment.

The Trustees shall have the power to fix the minimum investment for Shareholders expressed in GROODUVRU6KDUHVRUERWK:KHQHYHUD6KDUHKROGHU·VLQYHVWPHQWLVOHVVWKDQWKHPLQLPXPHVWDEOLVKHGE\ the Trustees, the Trustees may redeem the Shares of such Shareholder, provided thirty days prior notice is given to such Shareholder. If the Trustees increase the minimum investment to an amount greater than it was at the time of the investment of any Shareholder, the investment of such Shareholder shall not be UHGHHPHGVROHO\EHFDXVHLWLVOHVVWKDQVXFKPLQLPXPDPRXQWZLWKRXWVXFK6KDUHKROGHU·VFRQVHQW ARTICLE IX. DETERMINATION OF NET ASSET VALUE, NET INCOME AND

DISTRIBUTIONS
Section 9.1. By-Laws to Govern Net Asset, Net Income and Distribution Procedures.

The Trustees, in their absolute discretion, may prescribe and shall set forth in the By-Laws such bases and times for determining the per Share net asset value of Class of the Shares that is a separate pool, the net income of the Trust, and the declaration and payment of distributions, as they may deem necessary or desirable. If authorized by the By-Laws such provisions may be set forth in the Information Statement.

ARTICLE X. DURATION, TERMINATION AND AMENDMENT
Section 10.1. Duration.

The Trust shall continue without limitation of time but subject to the provisions of this Article X. 443
17 Section 10.2. Termination of Trust.
(a) The Trust may be terminated by the vote of the majority of the authorized Trustees, subject to approval of the holders of not less than two-thirds of the holders of outstanding voting Shares. Upon the termination of the Trust:
(i) The Trust shall carry on no activities except for the purpose of winding up its affairs; (ii) The Trustees shall proceed to wind up the affairs of the Trust and all of the powers of the Trustees under this Declaration of Trust shall continue until the affairs of the Trust shall have been wound up, including the power to fulfill or discharge the contracts of the Trust, collect its assets, sell, convey, assign, exchange, transfer or otherwise dispose of all or any part of the Trust property to one or more persons at public or private sale for consideration which may consist in whole or in part of cash, securities or other property of any kind, discharge or pay its liabilities, and do all other acts appropriate to liquidate its business; provided that any sale, conveyance, assignment, exchange, transfer or other disposition of all or substantially all the Trust property shall require approval in accordance with Section

10.4. hereof; and
(iii) After paying or adequately providing for the payment of all liabilities, and upon receipt of such releases, indemnities and refunding agreements as they deem necessary for their protection, the Trustees may distribute the remaining Trust property, in cash or in kind or partly in cash and partly in kind, among the Shareholders according to their respective beneficial interests. (b) After termination of the Trust and distribution to the Shareholders as herein provided, a majority of the Trustees shall execute and lodge among the records of the Trust an instrument in writing setting forth the fact of such termination, and the Trustees shall thereupon be discharged from all further liabilities and duties hereunder, and the rights and interests of all Shareholders shall thereupon cease.

Section 10.3. Amendment Procedure.
(a) This Declaration of Trust may be amended by the vote of the Trustees, subject to approval of such amendment by the holders of a majority of outstanding voting Shares. The Trustees may also amend this Declaration of Trust without such approval to change the name of the Trust or any Series or Class, to establish and designate additional Series or Classes, to supply any omission herein or to correct or supplement any ambiguous, defective or inconsistent provision hereof, or if they deem it necessary, to conform this Declaration of Trust to the requirements of applicable laws or regulations, or to eliminate or reduce any taxes which may be payable by the Trust or the Shareholders, but the Trustees shall not be liable for failing to do so.
(b) No amendment may be made under this Section 10.3. which would change any rights with respect to any Share 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 outstanding voting Shares. Nothing in this Declaration of Trust shall permit its amendment to impair the exemption from personal liability of the Participants, Trustees, officers, employees and agents of the Trust or to permit assessments upon the Shareholders.
(c) A certificate signed by a majority of the Trustees setting forth an amendment and reciting that it was duly adopted by the Trustees and, if applicable, by the majority of the outstanding voting Shares, or 444
18 a copy of the Declaration of Trust as amended, and executed by a majority of the Trustees, shall be conclusive evidence of such amendment when lodged among the records of the Trust.

Section 10.4. Merger, Consolidation and Sale of Assets.

To the extent permitted by law, the Trust may merge into or consolidate with any other corporation, association, trust or other organization or may sell, lease or exchange all or substantially all of the Trust property, including its good will, upon such terms and conditions and for such consideration when and as authorized by vote of a majority of the Trustees and approved by the holders of two-thirds of the outstanding voting Shares.

ARTICLE XI. MISCELLANEOUS
Section 11.1. Governing Law.

This Declaration of Trust is executed by the Initial Participants and delivered in the State of California and with reference to the laws thereof, and the rights of all parties and the validity and construction of every provision hereof shall be subject to and consented according to the laws of the State of California.

Section 11.2. Counterparts.

This Declaration of Trust may be simultaneously executed in several counterparts, each of which shall be deemed to be an original, and such counterparts, together, shall be constituted one and the same instrument, which shall be sufficiently evidenced by any such original counterpart.

Section 11.3. Adoption by California Public Agencies.

A Public Agency of the State of California may become a Participant of this Trust by taking appropriate action to adopt this Declaration of Trust, furnishing the Trust with satisfactory evidence that such action has been taken, and signing a counterpart of this Declaration of Trust. A copy of this Declaration of Trust may be adopted through incorporation by reference into an ordinance or resolution of such Public Agency, and a certified copy of such ordinance or resolution shall constitute satisfactory evidence of adoption contemplated by this Section.

Section 11.4. Certificates.

Any certificate executed by an individual who, according to the records of the Trust, appears to be a Trustee hereunder, or Secretary or Assistant Secretary of the Trust, certifying to: (a) the number or identity of Trustees or Shareholders, (b) the due authorization of the execution of any instrument or writing, (c) the form of any vote passed at a meeting of Trustees, (d) the number of Trustees present or voting at any meeting, (e) the form of any By-Laws adopted by or the identity of any officers elected by the Trustees, or (f) the existence of any fact or facts which in any manner relate to the affairs of the Trust, shall be conclusive evidence as to the matters so certified in favor of any person dealing with the Trustees and their successors.
445
19 Section 11.5. Provisions in Conflict with Law or Regulations. (a) The provisions of this Declaration of Trust are severable, and if the Trustees shall determine, with the advice of counsel, that any of such provisions is in conflict with applicable laws and regulations, the conflicting provisions shall be deemed superseded by such laws or regulations to the extent necessary to eliminate such conflict; provided, however, that such determination shall not affect any of the remaining provisions of this Declaration of Trust or render invalid or improper any action taken or omitted prior to such determination.
(b) If any provision of this Declaration of Trust shall be held invalid or unenforceable, such invalidity or unenforceability shall pertain only to such provision and shall not in any manner affect any other provision of this Declaration of Trust in any jurisdiction.

Section 11.6. Index and Headings for Reference Only.

The index and headings preceding the text, articles and sections hereof have been inserted for convenience and reference only and shall not be construed to affect the meaning, construction or effect of this Declaration of Trust.

Section 11.7. Successors in Interest.

This Declaration of Trust and the By-Laws shall be binding upon and inure to the benefit of the undersigned Initial Participants and their successors and assigns, and every Shareholder and its successors and assigns.

IN WITNESS WHEREOF, the undersigned have executed this Declaration of Trust as of the date first herein above set forth.

MONTEREY PENINSULA WATER PLACER COUNTY

MANAGEMENT DISTRICT

By: /s/ Dick Heuer By: /s/ Alex Ferreira
Name: Dick Heuer Name: Alex Ferreira
Title: Chairman Title: Chairman, Board of Supervisors

The undersigned Public Agency hereby represents that the governing body of the undersigned has duly adopted by appropriate action the Declaration of Trust of the California Asset Management Trust dated as of December 15, 1989, as amended and restated as of October 25, 2022; hereby executes such Declaration of Trust and, by such execution, hereby becomes a party to and Participant of the Trust and agrees to be bound by all the provisions of the Declaration of Trust.

Date:

Public Agency:

By:

Name:

Title: _______________________________________
446
A-1

EXHIBIT A

AMFENDED AND RESTATED CERTIFICATE OF DETERMINATION

OF CALIFORNIA ASSET MANAGEMENT TRUST
(PARTICIPANT SHARES SERIES AND INVESTOR SHARES SERIES OF THE CASH

RESERVE PORTFOLIO CLASS AND THE TERM PORTFOLIO CLASS)
We, the undersigned Trustees of the California Asset Management Trust (¥Trustµ), a California Joint Exercise of Powers Authority, formed pursuant to Section 6500 of the Joint Exercise of Powers Act, Title 1, Division 7, Chapter 5 of the Government of the State of California, and a common law trust established under a Declaration of Trust dated as of December 15, 1989, as amended and restated as of )HEUXDU\
¥'HFODUDWLRQRI7UXVWµ

FDSLWDOL]HGWHUPVXVHGKHUHLQXQOHVVRWKHUZLVHSURYLGHGKDYH the meaning assigned in the Declaration of Trust), do hereby adopt the following:

WHEREAS, the Declaration of Trust authorizes the Trustees to divide the shares of beneficial interest (¥Sharesµ) into any number of Classes and Series of Classes and determine the rights, preferences, privileges and restrictions granted to or imposed upon any of the such Classes or Series of Classes of Shares; and
WHEREAS, the Declaration of Trust authorizes two Series of Shares of the Cash Reserve Portfolio Class and the Term Portfolio Class, consisting of Participant Shares Series and Investor Shares Series with each Share representing an equal proportionate Share in the net assets of the Class; and WHEREAS, the Participant Share Series consists of Shares issued and outstanding to Participants in the Trust with rights, preference, privileges and restrictions as more fully set forth herein and in the Declaration of Trust and By-Laws; and
WHEREAS, the Trustees wish to designate the rights, preferences, privileges and restrictions of the Participant Shares Series and the Investor Share Series.

NOW, THEREFORE, BE IT RESOLVED, as follows:
(a) Participant Shares Series. The rights, preferences, privileges and restrictions granted to or imposed upon the Participant Shares Series are as follows:

1. Voting Rights. Except as otherwise expressly provided by law, the By-Laws as adopted as of December 15, 1989, as amended and restated as of October 25, 2022, ¥%\-/DZVµ
RUWKH
Declaration of Trust, Participant Shares have exclusive voting rights on the following matters: (a) the appointment of Trustees, (b) liquidation of any Participant Shares Series, or any Class of Shares held in whole or in part by Participants, (c) termination of the Trust, (d) amendment of the Declaration of Trust, (e) merger, consolidation or sale of assets of the Trust, (f) change in the investment restrictions or fundamental policies set forth in the Information Statement, and (g) such other matters relating to the Trust as may be required by the By-Laws or the Declaration of Trust or as the Trustees may consider necessary or desirable to obtain the approval of the holders of the Participant Shares Series; and

2. Dividends. The holders of the Participant Shares Series shall be entitled to receive dividends and distributions as may be determined by the Trustees, in accordance with the By-Laws and the Declaration of Trust, and all such dividends and distributions shall be distributed pro rata to each 447
A-2
holder of the Participant Shares Series in proportion to the number of Shares of the Participant Shares Series held by such holder at the date and time of record established by the By-Laws for the payment of such dividends and distributions; and

3. Liquidation. In the event of any liquidation of the Participant Shares Series of any Class, each holder of the Participant Shares Series shall be entitled to receive, when and as declared by the Trustees in accordance with the By-Laws and the Declaration of Trust, the net asset value of each Share of the Participant Shares Series held by the Participant. The holders of the Participant Shares Series shall not be entitled to any distribution upon liquidation of any other Series of any Class. The assets so distributable to the holders of the Participant Shares Series shall be distributed in proportion to the number of Shares of the Participant Shares Series of such Class held by each holder and recorded on the books of the Trust; and

4. Redemption. The holder of the Participant Shares Series shall have the right at any time to redeem Shares of the Participant Shares Series at the net asset value per Share with payment for the Shares of the Participant Shares Series redeemed to be made by the Trustees to such holder either in cash or in kind or partially in cash and partially in kind, as may be determined by the Trustees, in their complete discretion, or by such officer or officers as the Trustees may duly authorize for this purpose.

RESOLVED, FURTHER,
(b) Investor Shares Series. The rights, preferences, privileges and restrictions granted to or imposed upon the Investor Shares Series are as follows:

1. Voting Rights. Except as otherwise expressly provided by law, the Investor Shares Series shall have no voting rights; and

2. Dividends. The holders of the Investor Shares Series of a Class of Shares shall be entitled to receive dividends and distributions as may be determined by the Trustees, in accordance with the By-Laws and the Declaration of Trust, and all such dividends and distributions shall be distributed pro rata to each holder of the Investor Shares Series of such Class in proportion to the number of Shares of the Investor Shares Series held by such holder at the date and time of record established by the By-Laws for the payment of such dividends and distributions; and

3. Liquidation. In the event of any liquidation of the Investor Shares Series of a Class, each holder of the Investor Shares Series of such Class shall be entitled to receive, when and as declared by the Trustees, in accordance with the By-Laws and the Declaration of Trust, the net asset value of each share of the Investor Shares Series of such Class. The holders of the Investor Shares Series shall not be entitled to any distribution upon liquidation of any other Series. The assets so distributable to the holders of the Investor Shares Series of a Class shall be distributed in proportion to the number of Shares of the Investor Shares Series held by each holder and recorded on the books of the Trust; and

4. Redemption. The holder of the Investor Shares Series of a Class shall have the right at any time to redeem Shares of the Investor Shares Series of such Class at the net asset value per Share with payment for the Shares of the Investor Shares Series redeemed to be made by the Trustees to such holder either in cash or in kind or partially in cash and partially in kind, as may be determined by the Trustees, in their complete discretion, or by such officer or officers as the Trustees may duly authorize for this purpose.
448
A-3

VERIFICATIONS BY WRITTEN DECLARATION OF

AMENDED AND RESTATED CERTIFICATE OF DETERMINATION
Steve Dial declares under penalty of perjury under the laws of the State of California that he has read the foregoing Amended and Restated Certificate and knows the contents thereof and that the same is true of his own knowledge.

Dated: October 25, 2022
By: /s/ Steve Dial
Name: Steve Dial
Karen Adams declares under penalty of perjury under the laws of the State of California that he has read the foregoing Amended and Restated Certificate and knows the contents thereof and that the same is true of his own knowledge.

Dated: October 25, 2022
By: /s/ Karen Adams
Name: Karen Adams
André Douzdjian declares under penalty of perjury under the laws of the State of California that he has read the foregoing Amended and Restated Certificate and knows the contents thereof and that the same is true of his own knowledge.

Dated: October 25, 2022
By: /s/ André Douzdjian
Name: André Douzdjian
Duane Wolterstorff declares under penalty of perjury under the laws of the State of California that he has read the foregoing Amended and Restated Certificate and knows the contents thereof and that the same is true of his own knowledge.

Dated: October 25, 2022
By: /s/ Duane Wolterstorff
Name: Duane Wolterstorff
449
A-4
Lauren Warrem declares under penalty of perjury under the laws of the State of California that he has read the foregoing Amended and Restated Certificate and knows the contents thereof and that the same is true of his own knowledge.

Dated: October 25, 2022
By: /s/ Lauren Warrem
Name: Lauren Warrem
Jordan Kaufman declares under penalty of perjury under the laws of the State of California that he has read the foregoing Amended and Restated Certificate and knows the contents thereof and that the same is true of his own knowledge.

Dated: October 25, 2022
By: /s/ Jordan Kaufman
Name: Jordan Kaufman
David Persselin declares under penalty of perjury under the laws of the State of California that he has read the foregoing Amended and Restated Certificate and knows the contents thereof and that the same is true of his own knowledge.

Dated: October 25, 2022
By: /s/ David Persselin
Name: David Persselin
450

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).
451

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
452
-iTABLE 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. ............................................................................................... 8 453
-iiSection 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 ..........................................................................12 454
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
WKH³'HFODUDWLRQRI7UXVW¥)
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.
455
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 SharehoOGHU¶V 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 thH7UXVW¶VLQYHVWPHQWadviser, 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 456
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.

WKH³%URZQ$FW¥
$OOPHHWLQJVRIthe 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; 457
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 ³&DQdidate Review Panel¥
DQGEDVHGXSRQWKDWLQWHUYLHZLV
recommended to the full Board as a suitable candidate.

Upon recommendation by the &DQGLGDWH5HYLHZ3DQHODWWKH7UXVWHHV¶QH[WUHJXODUO\ 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. 458
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.
459
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 SHUVRQ¶V 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 sucKSHUVRQ¶V 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 ByLaws 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 VXFKSHUVRQ¶Vduties, 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.
460
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 D³'HSRVLWRU\¥Zithin 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.
461
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 ³SURFHHGLQg¥
, 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, expensesOLDELOLWLHVDQGORVVHV
LQFOXGLQJZLWKRXWOLPLWDWLRQDWWRUQH\V¶IHHV
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 trustHHV¶GLUHFWRUV¶ and officers¶OLDEility 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 suFKSHUVRQ¶VZLOOIul misfeasance, bad faith, gross negligence or reckless disregard of duty. The right to indemnification conferred in this Section 1 shall be a contract 462
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.
463
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.
464
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 dayD³%XVLQHVV'D\¥
Whe 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.
465
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).
466
467
CAMP®
Program Guide²January 12, 2023

CONTENTS
Part 1
Key Facts
Part 1 presents key facts about the Portfolios, including information on costs, minimums, policies, and how to
place transaction orders. Part 1 is descriptive, not
definitive, and is qualified by the information contained in Part 2.

Terms
Terms Used in This Document 1
Portfolio Summaries
Cash Reserve Portfolio (including the
Participant Shares and Investor Shares Series) 2
CAMP Term Portfolio 4
Investing
Opening an Account 6
Buying Shares²CAMP Cash Reserve Portfolio 6
Redeeming Shares²CAMP Cash Reserve Portfolio 8
Buying Shares²CAMP Term Portfolio 9
Redeeming Shares²CAMP Term Portfolio 9
Policies Concerning Withdrawals 10
Additional Account Features 10
Policies Specific to the CAMP Term Portfolios 11
Tax Information 12
Use of Amortized Cost 12
Financial Highlights 12
Part 2
Information Statement
Part 2 contains supplemental information to Parts 1 and 3.

Some of this information further defines or qualifies
information presented in Part 1. There is also information on additional topics, such as the history of the Trust and a list of the Trustees. Parts 1, 2, and 3 together constitute the offering document for the Pool, Term, and Individual
Portfolios.

General Information
The Trust 13
Overview of the Declaration of Trust 14
The Trustees 15
Participant and Trustee Liability 17
Service Providers 17
Expenses of the Trust 19
Tax Matters 19
Arbitrage Rebate Compliance 20
The Portfolios
Information Common to All Portfolios 22
Information Specific to the
CAMP Cash Reserve Portfolio 25
Information Specific to the CAMP Term Portfolio 27
Part 3
Individual Portfolios
Part 3 presents key facts about an Individual Portfolio investment and is qualified by the information contained in Part 2.

General Information
Purpose 29
Investment Policies 29
Opening an Individual Portfolio 29
Individual Portfolio Transactions 29
Arbitrage Rebate Compliance 30
Individual Portfolio Costs 30
Custodian 30
468
CAMP®
Program Guide²January 12, 2023
Page|1
Part 1
Terms Used in This Document
Account Application The form to open a CAMP
account.

ACH Automated clearing house is a secure payment
transfer system that connects all U.S. financial
institutions. The ACH network acts as the central
clearing facility for all Electronic Fund Transfer (EFT) transactions that occur nationwide.

Advisory Agreement Investment advisory agreement
between the Investment Adviser and the Trust.

Act California Joint Exercise of Powers Act (California Government Code Section 6500 et seq.).

Board The TruVW¶VBoard of Trustees. These individuals
are employees of California Public Agencies which are
Participants in the Trust.

Business Day Any day on which both the bond market
(as determined by the Securities Industry and Financial 0DUNHWV$VVRFLDWLRQ³6,)0$¥
DQGWKH&XVWRGLDQDUH
open for business. The Trust may close early on any
days when the bond market closes early. In light of
anticipated limited availability for money market
securities and fixed income settlement capacity
limitations, the Trust will not be open for business on Good Friday even if the primary trading markets are
open.

California Asset Management Program or CAMP or
Program The Program consisting of the Trust and
Individual Portfolios.

Cash Reserve Portfolio A short-term portfolio and cash
PDQDJHPHQWYHKLFOH
WKH³3RRO¥
GHVLJQHGWRHDUQDKLJK
rate of return while preserving principal, providing
liquidity, and seeking a stable NAV of $1.00.

Custodian U.S. Bank National Association or the
designated bank, agent, or trust company responsible for safeguarding financial assets of the Trust and the
Individual Portfolios.

Connect 7KH,QYHVWPHQW$GYLVHU¶VZHE-based
information and transaction service.

FINRA Financial Industry Regulatory Authority.

Individual Portfolio Professionally managed
investment accounts which Shareholders may establish
by separate agreement with the Investment Adviser.

Internal Revenue Code The Internal Revenue Code of
1986, as amended.

Investment Adviser PFM Asset Management LLC, the
7UXVW¶VLQYHVWPHQWDGYLVHUDGPLQLVWUDWRUDQG
transfer agent.

Investor Agreement The Agreement to become an
Investor and purchase shares of the Investor Shares
Series.

Investors Shareholders that invest in the 7UXVW¶V
Portfolios without joining the Trust.

JPA Joint Exercise of Powers Authority. The Trust is a
JPA.

MSRB Municipal Securities Rulemaking Board.

NAV Net asset value.

NRSRO Nationally recognized statistical-rating
organization.

Officers Executive officers of the Trust.

PFMAM PFM Asset Management LLC
Pacific Time The local West Coast time, either daylight or standard depending on time of year.

Participants Shareholders that invest in the 7UXVW¶V
Portfolios who have joined the Trust.

Pool The 7UXVW¶V&DVK5HVHUYH3RUWIROLR.

Portfolios The Cash Reserve Portfolio and Term
Portfolio which are each professionally managed
investment portfolios.

Public Agency As defined in California Government
Code, Section 6500, and includes, but is not limited to, 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.

Shares Series Reference to the Participant Shares Series and the Investor Shares Series of the Cash Reserve
Portfolio, or series of the CAMP Term Portfolio when
DSSOLFDEOHDQGFROOHFWLYHO\WKH³Shares 6HULHV¥ZKHUH applicable.

Shares Units representing an equal proportionate share
of beneficial interest in the Portfolios of the Trust.

Shareholders Public agencies that invest in the 7UXVW¶V Portfolios.
6WDQGDUG 3RRU¶V6WDQGDUG 3RRU¶V5DWLQJ$JHQF\
Term 7KH7UXVW¶VCAMP Term Portfolio or individual
series thereof.

Trust California Asset Management Trust.

Trustees Members of the Board of Trustees of the Trust.

USBAM U.S. Bancorp Asset Management, Inc.

U.S. Bank U.S. Bank National Association

469
CAMP®
Program Guide²January 12, 2023
Page|2
Cash Reserve Portfolio Participant Shares and Investor Shares Investment Objective
The objective of the Cash Reserve Portfolio is to earn a high rate of return while preserving principal, providing liquidity, and seeking a stable NAV of $1.00.

For proceeds of debt issuances invested in the Pool, the objective of the Trust is to invest and account for such proceeds in compliance with the arbitrage rebate and
yield restriction requirements as set forth in the Internal Revenue Code and the related U.S. Treasury regulations.

Principal Investment Strategies
The Cash Reserve 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:
x U.S. Government and agency obligations
x Repurchase agreements collateralized by U.S.

Government and agency obligations
x %DQNHUV¶DFFHSWDQFHV
x Negotiable certificates of deposit
x Commercial paper
x Corporate notes
x Supranationals
x Asset-Backed Securities
x Money Market Funds
The Investment Adviser may adjust exposure to interest
rate risk, typically seeking to protect against possible rises in interest rates and to preserve yield when interest rates appear likely to fall.

The Pool is managed to maintain a dollar-weighted
average maturity of no more than 60 days and a dollarweighted average life (final maturity, adjusted for demand features but not interest rate adjustments) of no more than 120 days. In addition, it only buys
investments that 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.

The Pool has received a rating of AAAm from Standard
& Poor¶V
For a more complete description of authorized
investments and investment restrictions for the
3RUWIROLRVHHWKH³$XWKRUL]HG,QYHVWPHQWV¥VHFWLRQLQ Section 2 of this document.

Main Risks
As with any similar pooled investment, there are several factors thDWFRXOGKXUWWKH3RRO¶VSHUIRUPDQFHFDXVH
6KDUHKROGHUVWRORVHPRQH\RUFDXVHWKH3RRO¶V
performance to be less than that of other investments.
x Interest rate risk When short-term interest rates fall, WKH3RRO¶V\LHOGLVOLNHO\WRIDOO:KHQLQWHUHVWrates rise, especially if the rise is sharp or unexpected, the 3RRO¶VVKDUHSULFHFRXOGIDOO
x Credit risk The issuer of a security could fail to pay interest or principal in a timely manner. The credit
TXDOLW\RIWKH3RRO¶VKROGLQJVFRXOGFKDQJHUDSLGO\
in certain markets, and the default or decline in
credit quality of even a single investment could
FDXVHWKH3RRO¶VVKDUHSULFHWRIDOO
x Liquidity risk 7KH3RRO¶VVKDUHSULFHFRXOGIDOO
during times when there are abnormal levels of
redemption requests or markets are illiquid.
x Management risk Performance could be hurt by
decisions made by the Investment Adviser, such as
choice of investments or timing of buy/sell decisions.

An investment in the Pool is not insured or guaranteed
by the Federal Deposit Insurance Corporation or any
other government agency. Although the Pool seeks to
preserve the value of your investment at $1.00 per
share, it is possible to lose money by investing in the Pool.

Portfolio Summary
470
CAMP®
Program Guide²January 12, 2023
Page|3
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 SULRU\HDU¶V 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 for 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 $GYLVHUE\
DP3DFLILF7LPHDQGLIWKH3RRO¶V
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
6KDUHVVHH³%X\LQJ6KDUHV¥DQG³5HGHHPLQJ6KDUHV¥
For information on the potential tax consequences of
LQYHVWLQJLQWKH3RROVHH³7D[,QIRUPDWLRQ¥

0.00%

0.50%

1.00%

1.50%

2.00%

2.50%
2017 2018 2019 2020 2021
471
CAMP®
Program Guide²January 12, 2023
Page|4
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 preset 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 DFKLHYHWKH3RUWIROLR¶VLQYHVWPHQWREMHFWLYH
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:
x U.S. Government and agency obligations
x Repurchase agreements collateralized by U.S.

Government and agency obligations
x %DQNHUV¶DFFHSWDQFHV
x Negotiable certificates of deposit
x Commercial paper
x Corporate notes
x Supranationals
x Asset-Backed Securities
x Money Market Funds
For a more complete description of authorized
investments and investment restrictions for the
3RUWIROLRVHHWKH³Authorized ,QYHVWPHQWV¥VHFWLRQLQ Section 2 of this document.

Main Risks
As with any similar pooled investment, there are several IDFWRUVWKDWFRXOGKXUWWKH3RUWIROLR¶VSHUIRUPDQFHFDXVH \RXWRORVHPRQH\RUFDXVHWKH3RUWIROLR¶VSHUIRUPDQFH to trail that of other investments.
x Credit risk The issuer of a security could fail to pay interest or principal in a timely manner. The credit
TXDOLW\RIWKH3RUWIROLR¶VKROGLQJVFRXOGFKDQJH
rapidly in certain markets, and the default or decline
in credit quality of even a single holding could cause
WKH3RUWIROLR¶VVKDUHSULFHWRIDOO
x 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.
x 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¶VLQGLYLGXDO
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.
472
CAMP®
Program Guide²January 12, 2023
Page|5
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¶VWROO-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
VKDUHVPD\EHVHQWWRWKH6KDUHKROGHU¶V3RRODFFRXQWYLD 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
6KDUHKROGHU¶V3RRODFFRXQWIURPZKLFKWKHWUDQVDFWLRQ
originated.

To arrange or place orders, contact us at:

Phone 800-729-7665
Orders can be processed the same day if funds are
DYDLODEOHLQWKH6KDUHKROGHU¶V3RRODFFRXQWE\
DP
Pacific Time. Otherwise, they are processed on the next business day so long as funds are made available in the 6KDUHKROGHU¶V3RRODFFRXQW
For more complete information on buying and redeeming
VKDUHVVHH³%X\LQJ6KDUHV²CAMP 7HUP3RUWIROLR¥DQG
³5HGHHPLQg Shares²CAMP 7HUP3RUWIROLR¥)RU
information on the potential tax consequences of investing LQWKH3RUWIROLRVHH³7D[,QIRUPDWLRQ¥
473
CAMP®
Program Guide²January 12, 2023
Page|6
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
x Complete the appropriate Account Application. To
obtain additional forms, call (800) 729-7665 or visit
www.camponline.com to download them.
x 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.
x 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.
x 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 Shares²CAMP Cash Reserve Portfolio
2QFHD6KDUHKROGHU¶VDSSOLFDWLRQKDVEHHQDFFHSWHGDQ 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 FDOFXODWLRQSXUSRVHVPD\OLPLWWKH,QYHVWPHQW$GYLVHU¶V 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
474
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Method Instructions Additional information
Wire (same-day
settlement)
x 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.
x Provide the following information:
 6KDUHKROGHU¶VDFFRXQWQDPHDnd account
number
 Amount being wired
 Whether the transfer is by Federal funds
wire (preferred) or bank wire
 Name of bank sending wire
x 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.
x 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.
x Important²A 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)
x Before making your first transfer, call the
Investment Adviser at (800) 729-7665 and
register for ACH transfers.
x 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.
x Funds will transfer overnight and begin
earning income the next Business Day.
x Funds may be transferred to the Trust by
ACH according to the written banking
instructions provided by an authorized
person.
x 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)
x Instructions for depositing checks by mail are
available by contacting the Investment Adviser
at (800) 729-7665.
x 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.
x It is not advisable to use checks for
investment of proceeds of tax-exempt
borrowings.

Online x 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.
x Use Connect to place wire or ACH orders with
the Investment Adviser.
x 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.
475
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Redeeming Shares²CAMP 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)
x 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.
x If your request is received before 11:00 a.m.

Pacific Time, funds will be wired on that same
day.
x Requests received after 11:00 a.m. Pacific
Time will be processed on the following
Business Day.
x Funds may be transferred to the Trust by
wire according to the written banking
instructions provided by an authorized
person.
x A Shareholder must notify the Trust in
writing of any changes to the specified
banking instructions.

ACH transfer (settles
next Business Day)
x Before making your first transfer, call the
Investment Adviser at (800) 729-7665 and
register for ACH transfers.
x 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.
x Funds will transfer overnight and be
available the next Business Day.
x Funds will remain invested in the
6KDUHKROGHU¶V3RRODFFRXQWXQWLOWKHGD\
they are transferred.
x Funds may be transferred from the Trust by
ACH according to the written banking
instructions provided by an authorized
person.
x A Shareholder must notify the Trust in
writing of any changes to the specified
banking instructions.

Check x Upon request, the Investment Adviser will
provide a Shareholder with a supply of checks
LPSULQWHGZLWKWKH6KDUHKROGHU¶VQDPHDQG
account number for each Pool account.
x Checks may be made payable to anyone and
deposited by the payee as with any other
check.
x When these checks are presented to the
Custodian for payment, the Trust will redeem
the appropriate number of full or fractional
6KDUHVIURPWKH6KDUHKROGHU¶V3RRODFFRXQWWR
cover the amount of the check.
x There is currently no charge for
checkwriting.
x Funds will continue to earn income until the
check clears.
x If you use checks, you will receive images of
checks paid with monthly statements.
x 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.
x You may be charged a fee for writing a
check that is returned for insufficient funds.
476
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Buying Shares²CAMP 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 refuse any investment or
limit the size of an investment.

Redeeming Shares²CAMP 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 x No action required. Proceeds will be
automatically transferred to the Pool
account from which funds for the
original purchase were withdrawn.
x 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
x 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.
x 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.
x Premature redemption amounts must be for
the entire investment or, for partial
redemptions, must be in increments of
$100,000.
x 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
x 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.
x No action necessarily required.

Proceeds will be automatically
transferred to the Pool account from
which funds for the original purchase
were withdrawn.
x 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
GLYLGHQGVWKHUHRQOHVVVXFKVKDUHV¶
allocation of any losses incurred by the
Term series (other than losses resulting
from Premature Redemption of shares of
the series).
477
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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 6KDUHKROGHU¶VDFFRXQWEHXVHG 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 ZLOOSURYLGHDQHVWLPDWHRIWKH6KDUHKROGHU¶VUHEDWH
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 7UXVW¶Vsecurities 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:
x 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
478
CAMP®
Program Guide²January 12, 2023
Page|11
by the Trust and canceled during the month will be
returned to the writer by U.S. Bank National
Association.
x 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.
x 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.
x 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.
x 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
DFFHVVHGWKURXJKWKH7UXVW¶VZHEVLWHE\VHOHFWLQJ
³$FFHVV<RXU$FFRXQW¥,QVWUXFWLRQVRQKRZWRREWDLQ
a password and user identification can be received by
contacting investor services at (800) 729-7665.
x Information on Portfolio Holdings The Trust
discloses a summary of each Portfolio¶V 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:
x Add, change, or remove account minimums at any
time without advance notice.
x Reject any investment or limit the size of any
6KDUHKROGHU¶VDFFRXQW
x Limit the frequency of purchases for any reason.
x 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 479
CAMP®
Program Guide²January 12, 2023
Page|12
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:
x 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.
x 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.
x 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 ,QYHVWPHQW$GYLVHUWKDWLWZLOOPDQDJHWKH7UXVW¶V Cash Reserve Portfolio in accordance with GASB 79 requirements, as applicable, for continued use of amortized cost.

Financial Highlights
The 7UXVW¶Vfinancial statements are audited by Ernst & Young LLP and are included in the CAMP Annual Report for the
7UXVW¶VPRVWUHFHQWILVFDO\HDUHQG7KH$QQXDO5HSRUWLV available upon request or on the 7UXVW¶Vwebsite
(www.camponline.com).
480
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Part 2 ± Information Statement
General Information
The Trust
History
The California Asset Management Trust was established in 1989 as a California JPA and as a California common law trust to meet local government investments needs. The Trust is responsible for the management of the Cash Reserve and Term Portfolios. The TrXVW¶VDFWLYLWLHVDUHGLUHFWHGE\WKH%RDUG%HFDXVHWKH7UXVWLVDFFRXQWDEOHRQO\WRLWV3XEOLF$JHQF\ 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 6HULHV ³3DUWLFLSDQW6KDUHV¥DQG³,QYHVWRU6KDUHV¥
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. 481
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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 redemption 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 highquality 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 IRUHDFK6KDUHKROGHU¶VIXQGVto 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. Additional 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 the Trust, they have certain voting rights provided by the Declaration of Trust. Investor Shares are issued 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 proportionate interest in the respective Portfolio.

The Shares of each Shares 6HULHVDUHRQO\SD\DEOHIURPWKDWSRUWLRQRIWKH7UXVW¶VDVVHWVKHOGE\WKH7UXVW(DFK6KDUH represents an equal proportionate interest in the Trust with each other outstanding Share. Upon redeeming Shares, a 482
CAMP®
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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 DVVHWIRUWKLQ3DUWXQGHU³3DUWLFLSDQWDQG7UXVWHH/LDELOLW\¥DQGKDYHQRSUHHPSWLYHRUFRQYHUVLRQULJKWV 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 record 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 Shares 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, and 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 classes 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, CPA²Ms. 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 Dial²Mr. 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 6-&2*¶V 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 Douzdjian²Mr. 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 Kaufman²Mr. 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 Persselin²Mr. 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 Warrem²Ms. 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, CPA²Mr. 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). 484
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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 fulltime 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 VXFKSHUVRQ¶V 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 DQG0DUNHW6WUHHW+DUULVEXUJ3HQQV\OYDQLDLVWKH7UXVW¶V 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 DUHGLVWULEXWHGE\WKH,QYHVWPHQW$GYLVHU¶Vaffiliate, PFM Fund Distributors, Inc., a member of FINRA and subject to the rules of the MSRB. The Investment Adviser 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 7UXVW¶VPortfolios, 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 neFHVVDU\RUXVHIXOWRPDQDJHFRQWLQXRXVO\WKHDVVHWVRIWKH7UXVWLQDPDQQHUFRQVLVWHQWZLWKWKH7UXVW¶VLQYHVWPHQW REMHFWLYHVDQGSROLFLHV7KH,QYHVWPHQW$GYLVHUDOVRDGPLQLVWHUVDQGPDLQWDLQVWKH7UXVW¶VZHEVLWHZKLFKSURYLGHVDFFHVV 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 485
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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 ERXJKWIURPGHDOHUVDUHJHQHUDOO\WUDGHGRQD³QHW¥EDVLVZLWKGHDOHUVDFWLQJDVSULQFLSDOIRUWKHLURZQDFFRXQWVZLWKRXWD 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 compensaWLRQWRWKHXQGHUZULWHUJHQHUDOO\UHIHUUHGWRDVWKHXQGHUZULWHU¶VFRPPLVVLRQRU 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 dealers 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 to 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 reduce 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 administrative services to the Trust in accordance with the Advisory Agreement:
x 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. x 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.
x 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.
x 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 486
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Investment Adviser may not invest funds of the Portfolios with, nor buy or sell any securities through, any affiliated service 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 rebDWHFDOFXODWLRQVHUYLFHV7KH7UXVWDOVRSD\VIRURUJDQL]DWLRQDOH[SHQVHVLQVXUDQFHSUHPLXPV7UXVWHHV¶ 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
VHH³'LYLGHQGV¥

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 Pool:

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 ZKLFKWKH³DQQXDORSHUDWLQJH[SHQVHV¥RIWKH3RROH[FHHGRILWVDYHUDJHGDLO\QHWDVVHWV³$QQXDORSHUDWLQJ H[SHQVHV¥JHQHUDOO\LQFOXGHall 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. 487
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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 Term 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 EHIROORZHGWRPLQLPL]HWKH6KDUHKROGHU¶VUHEDWHFRPSOLDQFHFRVWV

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 taxexempt 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 should 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 3RROVXFKRZQHUVKLSPD\DGYHUVHO\DIIHFWWKHUHEDWHOLDELOLW\RIDOO6KDUHKROGHUV VHH³7D[0DWWHUV¥

Documentation of Market Price The Investment Adviser will follow certain procedures to document that investments are SXUFKDVHGDWD³PDUNHWSULFH¥LQDFFRUGDQFHZLWKUHTXLUHPHQWVRIWKH,QWHUQDO5HYHQXH&RGHDQGUHODWHGUXOLQJVDQG 488
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regulations. These procedures include obtaining three bids or offers for all securities transactions on the secondary market, GRFXPHQWLQJWUDQVDFWLRQSULFHVXVLQJLQGHSHQGHQWSULFLQJVHUYLFHVDQGIROORZLQJSUDFWLFHVWRDYRLGPDNLQJ³SURKLELWHG SD\PHQWV¥RUUHFHLYLQJ³LPSXWHGUHFHLSWV¥
DVWKHVHWHUPVDUHXVHGLQWKHDSSOLFDEOH867UHDVXU\UHJXODWLRQV WKDW
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 should 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 Adviser 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 debt 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

D³UHEDWHH[FHSWLRQVFRPSOLDQFHUHSRUW¥
WRVXFK6KDUHKROGHUVKRZLQJWKHFXPXODWLYHSHUFHQWDJHRIWKHSURFHHGVRIDGHEW 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
x the allowable investment yield,
x investment activities for the Report Period, and
x 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 authorized 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 assurance 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 following 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 calculation report:

One-time set-up fee, per debt issue:................. $ 250 Each rebate calculation report, per debt issue:..$3,000 There will be additional charges for refundings requiring allocations of transferred proceeds and for other calculations involving more extensive services. For proceeds of tax-exempt debt issues invested outside the Trust, due to differences of elapsed time since the issuance of the debt, types of investments, volume and type of transactions, number of funds, and 489
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condition and availability of records, the Investment Adviser cannot charge a standard fee. However, at the request of the Shareholder, the InveVWPHQW$GYLVHUZLOOSURYLGHDQHVWLPDWHGFRVWEDVHGRQWKH6KDUHKROGHU¶VVSHFLILFFLUFXPVWDQFHV 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 ³,QYHVWPHQW5HVWULFWLRQV¥EHORZDFKDQJHLQDXWKRUL]HGLQYHVWPHQWVUHTXLUHVDSSURYDORIWKH7UXVWHHVDQGWKH3DUWLFLSDQWV holding a majority of the outstanding Participant Shares of the Trust. (1) United States Treasury notes, bonds, bills, or certificates of indebtedness 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.


%LOOVRIH[FKDQJHRUWLPHGUDIWVGUDZQRQDQGDFFHSWHGE\DFRPPHUFLDOEDQN RWKHUZLVHNQRZQDVEDQNHUV¶
acceptances) which are eligible for purchase by the FHGHUDO5HVHUYH6\VWHPSURYLGHGWKDWVXFKEDQNHUV¶DFFHSWDQFHV 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¶VDVVHWVDUHLQYHVWHGLQWKHEDQNHUV¶DFFHSWDQFHVRIDQ\RQHFRPPHUFLDO 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 LQVWLWXWLRQVKDOOQRWH[FHHGWKHVKDUHKROGHUV¶HTXLW\RIVXFKLQVWLWXWLRQ


&RPPHUFLDOSDSHURI³SULPH¥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¶VWRWDOLQYHVWPHnt 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 ($500,000,000), and has debt RWKHUWKDQFRPPHUFLDOSDSHULIDQ\WKDWLVUDWHGLQDUDWLQJFDWHJRU\RI³$¥RULWVHTXLYDOHQWRUKLJKHUby 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 credit, RUVXUHW\ERQGDQGKDVFRPPHUFLDOSDSHUWKDWLVUDWHG³$-¥RUKLJKHURUWKHHTXLYDOHQWE\DWOHDVWRQH15652 (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 490
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the United States. Investments shall be rated LQDUDWLQJFDWHJRU\RI³$$¥RULWVHTXLYDOHQWRUEHWWHUE\DQ15652DQG 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 RI³$¥RULWVHTXLYDOHQWRUEHWWHUE\DQ15652DQGVKDOOQRWH[FHHGSHUFHQWRIWKHDVVHWV of the Portfolio. No more than 10 percent (10%) of the Portfolio¶Vtotal 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.

InvesWPHQWVVKDOOEHUDWHGLQDUDWLQJFDWHJRU\RI³$$¥RULWVHTXLYDOHQWRUEHWWHUE\DQ15652KDYHDPD[LPXP 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 ExcKDQJH&RPPLVVLRQZLWKQRWOHVVWKDQILYH\HDUV¶H[SHULHQFHPDQDJLQJ 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 this 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 GovernmHQWDQGVHFXULWLHVLVVXHGE\WKH)HGHUDO)DUP&UHGLW6\VWHPDUHVXSSRUWHGE\WKHDJHQF\¶VULJKWWR 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 HVWDEOLVKLQJWKH\LHOGGXULQJWKHEX\HU¶VKROGLQJSHULRG7KH\LHOGHVWDEOLVKHGIRUWKHUHSXUFKDVHDJUHHPHQWLVdetermined 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 the 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. 491
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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 investment 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 proceeds 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:


3XUFKDVHDQ\VHFXULWLHVRWKHUWKDQWKRVHGHVFULEHGXQGHU³,QYHVWPHQW2EMHFWLYHVDQG3ROLFLHV¥XQOHVV&DOLIRUQLDODZ 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 securities.

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 3RUWIROLRV¶ 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 3RUWIROLRV¶ 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:
á Restricted investments (those that, for legal reasons, cannot be freely sold). á Fixed time deposits with a maturity of more than seven days that are subject to early withdrawal penalties. á Any repurchase agreement maturing in more than seven days and not terminable at approximately the carrying value in the Trust before that time.
á 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%, resuOWLQJIURPDFKDQJHLQWKHYDOXHVRIWKH7UXVW¶VSRUWIROLRVHFXULWLHVRUWRWDODVVHWVWKH7UXVWVKDOOWKHQEULQJWKH 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. $Q\SHUFHQWDJHOLPLWDWLRQRUUDWLQJUHTXLUHPHQWGHVFULEHGXQGHU³$XWKRUL]HG,QYHVWPHQWV¥ZLOOEHDSSOLHGDWWKHWLPHRI 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 RUGLQDQFHUHVROXWLRQFDQEHREWDLQHGE\FRQWDFWLQJWKH,QYHVWPHQW$GYLVHUDQGLVDYDLODEOHRQWKH7UXVW¶VZHEVLWH (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 Trustee of the Trust.

Alternatively, a Public Agency may purchase Investor Shares of DQ\RIWKH7UXVW¶V3RUWIROLRV without joining the Trust.

Such purchase requires authorization by the Public Agency and execution of the Investor Agreement. A copy of the InveVWRU$JUHHPHQWFDQEHREWDLQHGE\FRQWDFWLQJWKH,QYHVWPHQW$GYLVHUDQGLVDYDLODEOHRQWKH7UXVW¶VZHEVLWH (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 complete 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 its 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 remain 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 appropriate 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
7KH7UXVW¶VLQYHVWPHQWSROLFLHVDQGREMHFWLYHVUHTXLUHWKDWDOO3RROLQYHVWPHQWVKDYHDUHPDLQLQJPDWXULW\RIWKUHHKXQGUHG 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 493
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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 GHPDQGIHDWXUHVWKDWPHHWWKHGHILQLWLRQRI³$GMXVWDEOH5DWH*RYHUQPHQW6HFXULWLHV¥LQ5XOHD-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 FDOHQGDUPRQWKLQWKHIRUPRIDGGLWLRQDOVKDUHVZKLFKDUHFUHGLWHGWRHDFK6KDUHKROGHU¶VDFFRXQW,IWKHQHWLQFRPHRIWKH Pool at the time of such determination is a negative amount, the Trust shall 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 any 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 accrued expenses and fees of the Pool, including fees of the Investment Adviser, Custodian, and others who provide services to the 3RROZKLFKDUHDFFUXHGGDLO\
VHH³([SHQVHVRIWKH7UXVW¥

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 thH3RRO¶V6KDUHVZLOOQRWYDU\IURPSHU6KDUH 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 securities 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; however, 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 Adviser 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 outstanding Shares E\KDYLQJHDFK6KDUHKROGHUSURSRUWLRQDWHO\FRQWULEXWH6KDUHVWRWKH3RRO¶VFDSLWDOVXVSHQVLRQRUUHVFLVVLRQRIGLYLGHQGV declaration of a special capital distribution, sales of Pool securities prior to maturity to reduce the average maturity or to 494
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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 effort to maintain the net asset value at $1.00 per Share. If the number of outstanding Shares is reduced in order to maintain a FRQVWDQW1$9RISHU6KDUH6KDUHKROGHUVZLOOFRQWULEXWHSURSRUWLRQDWHO\WRWKH3RRO¶VFDSLWDOWKHQXPEHURI6KDUHV 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. 7KH7UXVWDOVRPD\SXEOLVKD³PRQWKO\GLVWULEXWLRQ\LHOG¥RQHDFK6KDUHKROGHU¶VPRQWK-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 Pool 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 proceeds.

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. 495
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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 losses 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 series 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 additional 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 periodend reporting, all assets will be valued at fair value determined in good faith by the Trust or adviser acting under contract 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 fair 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, GHWHUPLQHGDVGHVFULEHGLQWKH³'LYLGHQGV¥VHFWLRQDERYH 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 price 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 where 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 the 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 an Investor. The &XVWRGLDQZLOOKROGDVVHWVLQDQ,QGLYLGXDO3RUWIROLRLQDVHSDUDWHDFFRXQWLQWKH6KDUHKROGHU¶VQDPHHowever, 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 WKH&DOLIRUQLD*RYHUQPHQW&RGHDQGWKH6KDUHKROGHU¶VLQYHVWPHQWSROLF\RUDUHSHUPLWWHGXQGHUWKHWHUPVRIUHODWHG 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 Shareholders in order to provide Shareholders with the benefits of coordinating the investments in an Individual Portfolio with investing in the Pool and the economies DFKLHYHGE\XVLQJWKH7UXVW¶V&XVWRGLDQ$FFRUGLQJO\EHIRUH3XEOLF$JHQF\IXQGVDUHLQYHVWHGLn 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 6KDUHKROGHU,QGLYLGXDO3RUWIROLRWUDQVDFWLRQVDUHQRUPDOO\FRQGXFWHGWKURXJKWKH6KDUHKROGHU¶VSUH-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 ShareholdHU¶VSUH-designated Pool account (see Part 1 - Investing). 497
CAMP®
Program Guide²January 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 PDUNHWSULFHZKLFKPD\EHORZHURUKLJKHUWKDQWKHLQYHVWPHQW¶VERRNYDOXH3URFHHGVDQGHDUQLQJVIURPWKHPDWXULW\ VDOHRUFRXSRQSD\PHQWRIDQ\LQYHVWPHQWLQD6KDUHKROGHU¶V,QGLYLGXDO3RUWIROLRZLOOEHGHSRVLWed automatically into the 6KDUHKROGHU¶VSUH-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 that the Shareholder designates for the proceeds of a GHEWLVVXHLQDFFRUGDQFHZLWKDUELWUDJHUHEDWHUHJXODWLRQV$WWKH6KDUHKROGHU¶VUHTXHVWWKH,QYHVWPHQW$GYLVHUZLOO provide arbitrage rebate compliance services for the proceeds of tax-exempt debt issues to include funds in both the 6KDUHKROGHU¶V3RRO, 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 Individual 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 available 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 Individual Portfolios. The ,QYHVWPHQW$GYLVHUPD\LQYHVWLQWKH&XVWRGLDQ¶VREOLJDWLRQVDQGPD\EX\RUVHOOVHFXULWLHVWKURXJKWKH&XVWRGLDQ For further information or assistance regarding Individual Portfolios, please call the Investment Adviser at (800) 729- 7665.
498

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).
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Administrative
Report
H.13., File # 24-1705 Meeting Date: 11/19/2024
To: MAYOR AND CITY COUNCIL
From: EUGENE SOLOMON, CITY TREASURER
TITLE
RECEIVE AND FILE THE CITY TREASURER’S QUARTER 1 FISCAL YEAR 2024-2025 REPORT

EXECUTIVE SUMMARY
Please see attached quarterly administrative report.

APPROVED BY:

Mike Witzansky, City Manager

ATTACHMENTS
· Administrative Report - City Council, City Treasurer’s First Quarter 2024-25 Report · Monthly Investment Report - Meeder Investment Management, September 2024 · Monthly Commentary - Meeder Investment Management, September 2024

504
Administrative
Report
H.13., File # 24-1705 Meeting Date: 11/19/2024
To: MAYOR AND CITY COUNCIL
From: EUGENE SOLOMON, CITY TREASURER
TITLE
RECEIVE AND FILE THE CITY TREASURER’S QUARTER 1 FISCAL YEAR 2024-2025 REPORT

EXECUTIVE SUMMARY
Please see attached quarterly administrative report.

APPROVED BY:

Mike Witzansky, City Manager

ATTACHMENTS
· Administrative Report - City Council, City Treasurer’s First Quarter 2024-25 Report · Monthly Investment Report - Meeder Investment Management, September 2024 · Monthly Commentary - Meeder Investment Management, September 2024

505

Date: November 19, 2024
To: MAYOR AND CITY COUNCIL
From: EUGENE SOLOMON, CITY TREASURER
Subject: CITY TREASURER’S FIRST QUARTER 2024-25 REPORT

EXECUTIVE SUMMARY
The City Treasurer maintains the City’s cash flows while earning a competitive rate of return on the Investments within the constraints of the City’s investment policy and state law. This City Treasurer’s report for the first quarter of fiscal year 2024-2025, details the composition of the investment portfolio and investment transactions occurring during the period of July through September of 2024. Meeder Investment serves as investment advisor to the City Treasurer. The Meeder Investment report with this package includes a comprehensive analysis of the City’s investment portfolio and investment market trends.

Notable sections of this report include:

• Treasurer’s Portfolio Summary
• Investment Reporting Guidelines
• Investment Report by Meeder Investment
o Portfolio Summary
o Investment Policy Compliance Report
o Investment Activity Report
o Economic and Market Update
City Treasurer’s Portfolio Summary
The market value of the City’s general investment portfolio changed to $92.56MM from $105.06MM at the end of the prior quarter. This change in the investment portfolio resulted from anticipated fluctuations within the cash flow trends on both general operations and capital improvement program revenue and spending.

Investment portfolio liquidity is 42.14% of the portfolio having maturities of one year or less. The Bank of America General Fund Checking Account ending balance was $7,621,788.55. It earned a rate of 3.75%, to offset the expenses of banking support services.

Administrative Report
506
QOQ Comparison of Investment Portfolio Positions
Portfolio positions at the end of each quarter are listed by investment type, dollar amount, and percentage mix of the overall general investment portfolio:

Composition of Portfolio 2019-Present
Comparison of Investment Portfolio Positions
FY 2024-2025
FY 2023-2024
Investment Type %
Cash in Banks $7,621,789 *
Money Market $6,410,529 6.86%
Local Agency Investment Fund $104,103 0.11%
Federal Agency Issues $35,668,724 38.19%
Commercial Paper $0 0.00%
Corporate Medium Term Notes $12,463,061 13.35%
Bank Certificates of Deposit $247,995 0.27%
Treasuries $38,496,825 41.22%
Total: Investment Portfolio $93,391,237 100%
Weighted Average Maturity (Yrs) 1.45
Portfolio Effective Rate of Return (YTD) 3.21%
L.A.I.F. Yield 4.58%
Yield on Benchmark 4.21%
Interest earned YTD $615,313.46
General Fund Contribution (60%) $369,188
Comparison of Investment Portfolio Positions F.Y. 2024-2025 1st Quarter 2nd Quarter 3rd Quarter 4th Quarter
Investment Type %
Cash in Banks $6,469,818 * 13,256,219 * $11,755,717 * $ 10,560,379.31 * Money Market $8,733,993 8.78% $19,612,340 19.53% $15,881,678 15.37% $ 18,202,927.12 16.95% Local Agency Investment Fund $98,106 10.00% $100,842 0.10% $101,853 0.10% $ 102,941.43 0.10% Federal Agency Issues $49,969,031 50.24% $48,017,978 47.81% $48,066,986 46.52% $ 46,615,560.54 43.42% Commercial Paper $0 0.00% $0 0.00% $0 0.00% $ - 0.00%
Corporate Medium Term Notes $6,905,358 6.94% $2,921,402 2.91% $4,468,652 4.32% $ 8,405,345.37 7.83% Bank Certificates of Deposit $991,797 1.00% $991,856 0.99% $991,914 0.96% $ 247,964.77 0.23% Treasuries $32,755,612 32.94% $28,785,152 28.66% $33,811,331 32.72% $ 33,785,898.60 31.47% Total: Investment Portfolio $99,453,897 100% $100,429,570 100.0% $103,322,415 100.00% $ 107,360,637.83 100.00% Weighted Average Maturity (Yrs) 1.96 1.73 1.54 1.39
Portfolio Effective Rate of Return (YTD) 2.82% 2.96% 2.71% 2.78% L.A.I.F. Yield 3.55% 3.93% 4.25% 4.33%
Yield on Benchmark 2.66% 3.10% 3.53% 3.95%
Interest earned YTD $675,178.00 $1,260,353.00 $2,023,050 $2,773,041 General Fund Contribution (60%) $405,107 $756,212 $1,213,830 $1,663,824.86 Comparison of Investment Portfolio Positions F.Y. 2023-2024 1st Quarter 2nd Quarter 3rd Quarter 4th Quarter
507
FY 2022-2023
FY 2021-2022
Investment Type %
Cash in Banks $10,955,229 * 9,223,658 * $6,359,470 * $ 9,742,075 * Money Market $0 0.0% $5,149,678 4.38% $13,392,052 11.33% $ 8,931,843 7.80% Local Agency Investment Fund $16,071,480 14.5% $27,137,556 23.1% $5,225,372 4.42% $ 1,087,813 0.95% Federal Agency Issues $53,439,957 48.3% $47,448,367 40.4% $56,867,881 48.12% $ 56,918,780 49.70% Commercial Paper $0 0.0% $0 0.0% $0 0.00% $0 0.00%
Corporate Medium Term Notes $6,981,521 6.3% $8,847,387 7.5% $8,866,737 7.50% $ 8,885,872 7.76% Bank Certificates of Deposit $1,239,564 1.1% $991,622 0.8% $991,680 0.84% $ 991,738 0.87% Treasuries $32,895,368 29.7% $27,910,842 23.8% $32,831,737 27.78% $ 37,713,483 32.93% Total: Investment Portfolio $110,627,890 100% $117,485,452 100.0% $118,175,459 100.00% $ 114,529,529 100.00% Weighted Average Maturity (Yrs) 1.99 1.72 1.97 1.91
Portfolio Effective Rate of Return (YTD) 1.51% 1.71% 2.10% 2.29% L.A.I.F. Yield 1.60% 2.17% 2.83% 3.17%
Yield on Benchmark 0.97% 1.38% 1.76% 2.19%
Interest earned YTD $425,011.78 $952,194.05 $1,695,368 $2,435,724 General Fund Contribution (60%) $255,007 $571,316.00 $1,017,221 $1,461,434.40 Comparison of Investment Portfolio Positions F.Y. 2022-2023 1st Quarter 2nd Quarter 3rd Quarter 4th Quarter
Investment Type % % %
Cash in Banks & Money Markets $11,834,546 * $11,833,288 * $14,063,300 * $ 15,087,417 * Local Agency Investment Fund $9,000,500 10.7% $20,012,320 21.9% $20,018,196 20.81% $ 20,033,972 18.43% Federal Agency Issues $30,579,369 36.3% $30,574,250 33.5% $40,569,151 42.18% $ 45,564,006 41.92% Commercial Paper $0 0.0% $0 0.0% $0 0.00% $0 0.00%
Corporate Medium Term Notes $15,948,457 19.0% $15,957,757 17.5% $10,963,900 11.40% $ 8,974,595 8.26% Bank Certificates of Deposit $1,735,250 2.1% $1,735,339 1.9% $1,735,425 1.80% $ 1,239,505 1.14% Treasuries $26,896,065 32.0% $22,894,191 25.1% $22,899,581 23.81% $ 32,878,387 30.25% Total: Investment Portfolio $84,159,641 100% $91,173,857 100.0% $96,186,253 100.00% $ 108,690,464 100.00% Weighted Average Maturity (Yrs) 2.06 1.81 2.03 1.92
Portfolio Effective Rate of Return (YTD) 2.24% 1.90% 1.53% 1.47% L.A.I.F. Yield 0.21% 0.21% 0.22% 0.86%
Yield on Benchmark 0.76% 0.62% 0.59% 0.68%
Interest earned YTD $497,915.05 $817,147 $1,021,840 $1,342,113 General Fund Contribution (60%) $298,749 $490,288 $613,104 $805,267.80 Comparison of Investment Portfolio Positions F.Y. 2021-2022 1st Quarter 2nd Quarter 3rd Quarter 4th Quarter
508
FY 2020-2021
FY 2019-2020
Investment Type % %
Cash in Banks & Money Markets $10,855,843 * $10,000,681 * $5,180,168 * $ 10,538,424 * Local Agency Investment Fund $7,004,742 9.6% $15,028,642 19.7% $15,039,065 18.30% $ 23,055,498 26.1% Federal Agency Issues $34,598,183 47.2% $34,593,480 45.3% $34,588,776 42.00% $ 30,054,073 34.7% Commercial Paper $0 0.0% $0 0.0% $0 0.00% $0 0.0%
Corporate Medium Term Notes $20,903,182 28.5% $20,915,171 27.4% $21,927,159 26.70% $ 18,937,844 21.5% Bank Certificates of Deposit $2,726,898 3.7% $1,734,986 2.3% $1,735,073 2.10% $ 1,735,161 2.0% Treasuries $8,053,427 11.0% $4,041,832 5.3% $8,985,108 10.90% $ 13,890,876 15.7% Total: Investment Portfolio $73,286,432 100.0% $76,314,111 100.0% $82,275,181 100.00% $ 88,203,451 100.0% Weighted Average Maturity (Yrs) 1.97 1.68 1.69 1.63
Portfolio Effective Rate of Return (YTD) 2.10% 2.12% 2.07% 2.00% L.A.I.F. Yield 0.68% 0.54% 0.36% 0.26%
Yield on Benchmark 1.67% 1.45% 1.21% 0.97%
Interest earned YTD $430,578.83 $815,051 $1,198,761 $1,574,081 General Fund Contribution (49%) $210,984 $399,375 $587,393 $771,300 Comparison of Investment Portfolio Positions F.Y. 2020-2021 1st Quarter 2nd Quarter 3rd Quarter 4th Quarter
Investment Type % % % %
Cash in Banks & Money Markets $8,004,405 * $10,421,483 * $5,306,333 * $ 9,193,009 * Local Agency Investment Fund $7,000,000 8.3% $17,052,131 19.7% $14,000,000 15.40% $ 22,000,000 23.3% Federal Agency Issues $41,455,587 49.1% $35,460,741 40.9% $40,606,033 44.70% $ 38,602,882 40.8% Commercial Paper
Corporate Medium Term Notes $24,837,904 29.4% $22,851,300 26.4% $22,865,644 25.20% $ 20,891,194 22.1% Bank Certificates of Deposit $3,223,020 3.8% $3,222,544 3.7% $3,222,661 3.60% $ 2,974,779 3.1% Treasuries $7,994,458 9.5% $8,041,480 9.3% $10,073,719 11.10% $ 10,063,635 10.6% Total: Investment Portfolio $84,510,969 100.0% $86,628,195 100.0% $90,768,058 100.00% $ 94,532,490 100.0% Weighted Average Maturity (Yrs) 2.1 1.89 2.02 1.72
Portfolio Effective Rate of Return (YTD) 2.23% 2.27% 2.26% 2.22% L.A.I.F. Yield 2.28% 2.04% 1.79% 1.20%
Yield on Benchmark 2.06% 2.08% 2.06% 2.02%
Interest earned YTD $502,505.00 $973,145 $1,483,028 $1,965,199 General Fund Contribution (44%) $221,102 $428,184 $652,532 $864,688 Comparison of Investment Portfolio Positions F.Y. 2019-2020 1st Quarter 2nd Quarter 3rd Quarter 4th Quarter
509
Comparison of Total Cash and Investments
2019-Present
Investments General Fund Subtotal Other Cash Total
2024-
2025 $ MM $ MM $ MM $ MM $ MM
Q1 93.39 7.62 101.01 12.66 113.67
2023-
2024 $ MM $ MM $ MM $ MM $ MM
Q4 107.36 10.56 117.92 9.35 127.27
Q3 103.32 11.76 115.08 11.89 126.97
Q2 100.43 13.26 113.69 10.66 124.35
Q1 99.45 6.47 105.92 10.65 116.57
2022-
2023 $ MM $ MM $ MM $ MM $ MM
Q1 110.63 10.96 121.59 9.33 130.92
Q2 117.49 9.22 126.71 9.44 136.15
Q3 118.18 6.36 124.54 10.25 134.79
Q4 114.53 9.74 124.27 10.15 134.42
2021-
2022 $ MM $ MM $ MM $ MM $ MM
Q1 84.16 11.83 95.99 8.65 104.64
Q2 91.17 11.83 103 8.61 111.61
Q3 96.19 14.06 110.25 9.12 119.37
Q4 108.69 15.09 123.78 8.99 132.77
2020-
2021 $ MM $ MM $ MM $ MM $ MM
Q1 73.29 10.86 84.15 6.81 90.96
Q2 76.31 10.00 86.31 7.02 93.33
Q3 82.28 5.18 87.46 7.59 95.05
Q4 88.20 10.54 98.74 7.84 106.58
2019-
2020 $ MM $ MM $ MM $ MM $ MM
Q1 84.51 8.00 92.51 5.86 98.37
Q2 86.63 10.42 97.05 6.64 103.69
Q3 90.77 5.31 96.08 7.63 103.71
Q4 94.53 9.19 103.72 7.35 111.07
Yields: The book yield of the portfolio is 3.03%. The effective rate of return for the fiscal year to date is 3.21%. The book yield is a snapshot on a specific day whereas the effective rate of return is annualized return generated for the period. 510

Investment Portfolio Performance vs. Benchmark: At the end of the quarter, the yield on the City’s general investment portfolio was 3.03%. This yield provided a 118 basis point disadvantage to the yield provided by the investment portfolio benchmark, U.S. Treasury Note 0-5 year index (30 month moving average), which yielded 4.21%. The 30 month moving average is used to represent a market rate of return.

Mark to Market: The City Treasurer compares market values of the portfolio holdings to their original cost. At the close of the quarter, the net asset value is $0.99. That means the Market Value is slightly below the cost of investments. The difference between the book value (cost) of investments at $93,391,237 and the current market value at $92,559,242 is $-831,995.

Cash in Banks:

As of 9/30/2024
General Fund $ 7,621,788.55
Workmen’s Compensation Fund $ 1,362,907.60
Successor Agency of RDA $ 1,755,190.15
Trust Account $ 7,614.40
Housing Authority BLKPNDG $ 3,183,494.64
Financing Authority $ 4,452,346.62
Parking Authority $ 1,023.56
Measure R Local Return $ 1,769,364.03
City of Redondo Beach - FSA $ 132,961.13
Total $20,286,690.68
All Agency, Authority and Miscellaneous Funds in Banks
Bank Account Descriptions
General Fund - 201
Into the City’s general checking account are deposited most of the City’s revenue, including General Fund taxes, grant revenue (with the exception of that for the Housing Authority), Harbor Enterprise rental income, and sewer fees. From the general checking account are automatic transfers to the payroll and warrant accounts (as payments clear the bank) and purchases of investments.

Workmen’s Compensation Fund - 210
A Bank of America checking account has been established for the payment of workers’ compensation claims. The City’s third party administrator, AdminSure, writes the checks from this account on the City’s behalf. Monthly, the City replenishes the account with a City Council approved accounts payable check.

Successor Agency of RDA - 213 / Successor Agency of RDA - 694 511
The Successor Agency to the former Redevelopment Agency maintains both a Bank of America checking account (with a larger balance) and a Bank of America interest checking account (with a smaller balance). A few years ago, the bank changed the accounts to this structure from a checking account and a savings account. The checking account activity reflects biannual deposits of Redevelopment Property Tax Trust Fund (RPTTF) revenue as a result of the Recognized Obligation Payment Schedule (ROPS) process whereby the City reports to the Department of Finance the amount of funding necessary to make its Redevelopment Agency debt service payments (together with the applicable administrative costs). Those debt service payments are then made from this checking account, and the administrative cost reimbursement is transferred to the City’s general checking account. The activity in the interest checking account is currently only deposits of interest earned.

Trust Account - 212
The Police Department deposits bail money into this checking account and then transfers these funds to the courts by way of checks. The balance of the account has been $7,364.40 for several years, but it could be higher at the end of the month/quarter if a check is outstanding at the time.

Housing Authority – 207/Housing Authority – 023
The Housing Authority maintains both a checking account and a government money market savings account. Into the checking account are deposited grant funds from HUD for operation of the Fair Housing and Section 8 housing programs. Payments to landlords are then made monthly from this account, and periodically a check is written to the City as reimbursement for administrative costs paid by the City on the Housing Authority’s behalf. The activity in the government money market savings account is currently only deposits of interest earned.

Financing Authority -168
The Community Financing Authority (CFA), a joint powers authority of the City and the Parking Authority, was formed January 31, 2012 when the Kincaid’s Restaurant lease was transferred from the Public Financing Authority (PFA), a joint powers authority of the City and the Redevelopment Agency, upon the Redevelopment Agency’s elimination by the State. The Financing Authority checking account is used for the lease-related transactions, including rental income, loan payments, sewer user fees, and possessory interest property tax payments.

Parking Authority - 675
The Parking Authority was established on March 3, 1969, pursuant to the provisions of the Streets and Highway Code of the State of California. Its primary purpose has been to provide public off-street parking within the City. The Parking Authority is currently inactive with a little more than $5,000 remaining in a Bank of America interest checking account and a little less than $5,000 remaining in a LAIF account from its previous activities.

Measure R Local Return - 874
512
Measure R monies come from a 2008 voter-approved ½ cent sales tax levied within Los Angeles County for public transportation purposes. Per a Los Angeles County Metropolitan Transportation Authority (LACMTA) audit recommendation, Measure R monies are to be maintained in a separate bank account. Because expenditures from the Measure R Fund (primarily for capital improvement projects) are paid through the City’s accounts payable system and “General Fund” bank account, this separate Measure R Local Return interest checking account is funded by periodic transfers from the “General Fund” bank account instead of Measure R monies deposited directly to the account.

City of Redondo Beach – FSA - 825
The City contracts with Sterling to offer its employees Flexible Spending Accounts (FSAs) which allow the employees to set aside, before taxes, a portion of their yearly income to pay for qualified medical and/or dependent care expenses. These funds withheld from the employees’ paychecks are transferred to this separate checking account each pay period. The medical and dependent care expenses are then paid by Sterling from this account.

LAIF Balances:

LAIF ACCOUNT SEPTEMBER 2024

ACCOUNT NAMES
GENERAL ACCOUNT $ 104,102.92
SUCCESSOR AGENCY FOR RDA $ 1,988,777.26
PUBLIC FINANCING AUTHORITY $ 189,767.38
PARKING AUTHORITY $ 5,508.88
Total: $ 2,288,156.44
Trading Activity
During the quarter, the City purchased five securities. Also, five securities were redeemed.

Fiscal Impact
Interest earned year to date is $615,313.46 for the entire portfolio. The General Fund contribution rate of our investment portfolio is approximately 60% of the total interest earned thus contributing approximately $369,188 to the General Fund through investment activity. Budgeted contribution of interest to the general fund for the entire fiscal year is $1,500,000.

Investment Reporting Guidelines
Please note the following guidelines from the Government Finance Officers Association Financial Management Checklists for Elected Officials.
513
Always remember whose money it is (it’s the community’s, not yours)—and act accordingly in a responsible stewardship capacity.

The generally accepted objectives in managing public funds, in priority order, are:
• Safety
• Liquidity
• Yield
An investment manager’s objective is to earn a reasonable rate of return on the city’s investments, while preserving capital in the overall portfolio. It should never be an investment manager’s goal to earn maximum returns on the city’s portfolio as this would expose the city to an unacceptable level of risk. Failures in public investing occur when either:
• Policies were not clear.
• Policies were inappropriate.
• Policies were not followed.
• Oversight was inadequate.

Questions to Ask:
• Do you review the investment policy?
• Do you understand the city’s investment program?
• Do you receive and review periodic investment reports? • Are they clear, concise? Are they readable? Do you fully understand them? (If you can’t, this is more likely to be because they’ve been presented poorly, and may in fact reflect problems, than any “technical” problems with your ability to understand them because it’s too “complex.” First, it’s the job of your staff to make them readable and understandable; and secondly, if the city’s portfolio is genuinely that complex, perhaps it shouldn’t be.)
• Are there lots of investments and transactions? Why? Most cities do not have portfolios that justify “active” management with lots of sales, purchases and trades.
• Are your investments diversified? Or have you placed “all of your eggs in one basket?”
• What ongoing oversight is there? By whom?
Submitted by:

Eugene Solomon, City Treasurer
514
Monthly Investment Report
City of Redondo Beach
September 2024
10655 Park Run Drive, Suite 120 | Las Vegas, NV 89144 | Phone 702.575.6600 | www.meederpublicfunds.com 515
Run Date: 10/3/2024 - 5:49 PM
Amortizing Page 2
Portfolio Summary
City of Redondo Beach 9/30/2024

SECTOR ALLOCATION MATURITY DISTRIBUTION CREDIT QUALITY (MOODY'S)

ACCOUNT SUMMARY MONTH-END PORTFOLIO BOOK YIELD TOP ISSUERS 9/30/24 8/31/24 Issuer % Portfolio
Market Value $92,559,242 $97,825,383 U.S. Treasury 41.2% Book Value $93,391,237 $99,095,821 FHLB 15.0%
Variance -$831,995 -$1,270,438 FHLMC 10.3%
FFCB 7.5%
Par Value $94,362,632 $99,954,151 First American Tsy FUZXX 6.9% FNMA 5.4%
Net Asset Value $99.11 $98.72 Caterpillar 4.3%
UnitedHealth 2.7%
Book Yield 3.03% 3.27% Toyota 2.1%
National Securities Clearing 2.1%
Market Yield 3.94% 4.33% John Deere 2.1%
Wells Fargo 0.3%
Years to Maturity 1.45 1.35 LAIF 0.1%
Effective Duration 1.25 1.17
Oct-23
Nov-23
Dec-23
Jan-24
Feb-24
Mar-24
Apr-24
May-24
Jun-24
Jul-24
Aug-24
Sep-24

2.00%

2.25%

2.50%

2.75%

3.00%

3.25%

3.50%

0.1%

0.3%

6.9%

13.3%

38.2%

41.2%
LAIF
CD
MMF
CORP
AGY
TSY
0% 25% 50% 75% 100%

42.1%

22.9%

29.7%

5.3%
0-1Y 1-2Y 2-3Y 3-4Y 4-5Y+
0%
10%
20%
30%
40%
50%
60%
70%

0.4%

7.0%

4.2%

80.1%

8.3%
NR
A3
A2
A1
Aa3
Aa2
Aa1
Aaa
P-1
0% 25% 50% 75% 100%
2 516
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Amortizing Page 3
Investment Policy Compliance
City of Redondo Beach 9/30/2024
Category Book Value % of Portfolio % Allowed by Policy In Compliance Reserved row US Treasuries 38,496,825.30 41.22% 100% Yes
US Federal Agencies 35,668,724.46 38.19% 100% Yes
Supranational Obligations 0.00 0.00% 15% Yes
LAIF 104,102.92 0.11% 65,000,000 Yes
Commercial Paper 0.00 0.00% 25% Yes
Money Market Funds 6,410,528.77 6.86% 20% Yes
Negotiable Certificates of Deposit 247,994.50 0.27% 30% Yes Corporate Obligations 12,463,061.15 13.35% 30% Yes
Total 93,391,237.11 100.00%
Other Metrics Portfolio Metric In Compliance
Weighted Average Maturity 1.45 Less than 2.5 Years Yes
Liquidity 42.14% 25% Under 365 Days Yes
Ratings Yes
3 517
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Amortizing Page 4
Historical Book Values
City of Redondo Beach 9/30/2024
Jul Aug Sep Oct Nov Dec Jan Feb Mar Apr May Jun
Fiscal Year 2021 $91.4 $77.1 $75.4 $72.7 $71.4 $69.7 $76.3 $79.2 $81.5 $79.7 $84.9 $87.1 FY21 Fiscal Year 2022 $87.4 $89.1 $88.6 $82.6 $81.1 $82.8 $92.8 $98.8 $98.1 $96.2 $97.2 $99.8 FY22 Fiscal Year 2023 $108.7 $111.6 $113.9 $110.5 $110.4 $106.5 $101.8 $99.4 $104.8 $101.3 $101.0 $105.6 FY23 Fiscal Year 2024 $111.2 $102.4 $99.4 $95.0 $91.0 $90.9 $100.6 $100.8 $101.5 $98.9 $101.1 $102.7 FY24 Fiscal Year 2025 $106.7 $99.1 $97.9 FY25
Average Daily BalanceJul-09
Dec-09
May-10
Oct-10
Mar-11
Aug-11
Jan-12
Jun-12
Nov-12
Apr-13
Sep-13Feb-14
Jul-14
Dec-14
May-15
Oct-15
Mar-16
Aug-16
Jan-17
Jun-17
Nov-17
Apr-18
Sep-18Feb-19
Jul-19
Dec-19
May-20
Oct-20
Mar-21
Aug-21
Jan-22
Jun-22
Nov-22
Apr-23
Sep-23Feb-24
Jul-24
$40
$50
$60
$70
$80
$90
$100
$110
$120
Millions
4 518
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Amortizing Page 5
Historical Book Values Per Fiscal Year
City of Redondo Beach 9/30/2024
Jul Aug Sep Oct Nov Dec Jan Feb Mar Apr May Jun
Fiscal Year 2021 $91.4 $77.1 $75.4 $72.7 $71.4 $69.7 $76.3 $79.2 $81.5 $79.7 $84.9 $87.1 FY21 Fiscal Year 2022 $87.4 $89.1 $88.6 $82.6 $81.1 $82.8 $92.8 $98.8 $98.1 $96.2 $97.2 $99.8 FY22 Fiscal Year 2023 $108.7 $111.6 $113.9 $110.5 $110.4 $106.5 $101.8 $99.4 $104.8 $101.3 $101.0 $105.6 FY23 Fiscal Year 2024 $111.2 $102.4 $99.4 $95.0 $91.0 $90.9 $100.6 $100.8 $101.5 $98.9 $101.1 $102.7 FY24 Fiscal Year 2025 $106.7 $99.1 $97.9 FY25
Figures in Millions, Average Daily Balance
Chart Title
Jul
Aug
Sep
Oct
Nov
Dec
Jan
Feb
Mar
Apr
May
Jun
$60
$70
$80
$90
$100
$110
$120
Millions
Fiscal Year 2021 Fiscal Year 2022 Fiscal Year 2023 Fiscal Year 2024 Fiscal Year 2025 5 519
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Amortizing Page 6
Historical Weighted Average Maturity
City of Redondo Beach 9/30/2024 Don
Jul Aug Sep Oct Nov Dec Jan Feb Mar Apr May Jun
Fiscal Year 2021 2.01 1.99 1.97 1.92 2.01 1.68 1.61 1.74 1.69 1.58 1.43 1.64 Fiscal Year 2022 1.59 1.78 2.06 2.04 2.01 1.81 2.07 2.07 2.03 1.97 2.06 1.92 Fiscal Year 2023 1.85 1.96 1.99 1.96 1.90 1.72 1.65 2.05 1.98 2.20 1.92 1.91 Fiscal Year 2024 1.99 2.04 1.96 2.03 2.06 1.73 1.71 1.65 1.54 1.56 1.51 1.39 Fiscal Year 2025 1.38 1.35 1.45 Jul-09 Nov-09 Mar-10 Jul-10 Nov-10 Mar-11 Jul-11 Nov-11 Mar-12 Jul-12 Nov-12 Mar-13 Jul-13 Nov-13
Mar-14
Jul-14
Nov-14
Mar-15
Jul-15
Nov-15
Mar-16
Jul-16
Nov-16
Mar-17
Jul-17
Nov-17
Mar-18
Jul-18
Nov-18
Mar-19
Jul-19
Nov-19
Mar-20
Jul-20
Nov-20
Mar-21
Jul-21
Nov-21
Mar-22
Jul-22
Nov-22
Mar-23
Jul-23
Nov-23
Mar-24
Jul-24

0.00 0.50

1.00 1.50

2.00 2.50

3.00 3.50
Average Years To Maturity
6 520
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Amortizing Page 7
Next Twelve Months Cash Flow
City of Redondo Beach 9/30/2024
Oct-24 Nov-24 Dec-24 Jan-25 Feb-25 Mar-25 Apr-25 May-25 Jun-25 Jul-25 Aug-25 Sep-25 Maturities $8.8 $2.0 $2.0 $3.0 $0.0 $0.0 $2.0 $0.0 $0.0 $10.0 $2.0 $10.0 1 Par Value in Millions; Assumes Securities Are Held To Maturity $8.8
$2.0 $2.0
$3.0
$0.0 $0.0
$2.0
$0.0 $0.0
$10.0
$2.0
$10.0
Oct-24 Nov-24 Dec-24 Jan-25 Feb-25 Mar-25 Apr-25 May-25 Jun-25 Jul-25 Aug-25 Sep-25 $0
$5
$10
$15
$20
$25
$30
$35
$40
Millions
7 521
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Amortizing Page 8
Yield At Cost Per 6-Month Maturity Intervals
City of Redondo Beach 9/30/2024
Years Yield At Cost % of Portfolio
0 to .5 2.74% 16.89%
.5 to 1.0 3.71% 25.25%

1.0 to 1.5 1.62% 10.20%

1.5 to 2.0 2.51% 12.67%

2.0 to 2.5 2.95% 24.30%

2.5 to 3.0 4.00% 5.35%

3.0 to 3.5 3.94% 5.34%

3.5 to 4.0 0.00% 0.00%

4.0 to 4.5 0.00% 0.00%

4.5 to 5.0 0.00% 0.00%

5.0+ 0.00% 0.00%
Total 3.03% 100.0%

2.74%

3.71%

1.62%

2.51%

2.95%

4.00% 3.94%
-0.5 0.0 0.5 1.0 1.5 2.0 2.5 3.0 3.5 4.0 4.5 5.0 5.5

0.0%

0.5%

1.0%

1.5%

2.0%

2.5%

3.0%

3.5%

4.0%

4.5%

5.0%

5.5%

6.0%
Maturity Intervals
Yield At Cost
Bubble Size = Maturity's % of Portfolio
8 522
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Amortizing Page 9
Historical Sector Allocation
City of Redondo Beach 9/30/2024
Sector Oct-23 Nov-23 Dec-23 Jan-24 Feb-24 Mar-24 Apr-24 May-24 Jun-24 Jul-24 Aug-24 Sep-24 TSY 35.4% 32.8% 28.7% 28.6% 33.4% 32.7% 28.5% 33.4% 31.5% 35.0% 39.0% 41.2% AGY 54.0% 57.0% 47.8% 47.7% 47.5% 46.5% 47.6% 47.5% 43.4% 43.6% 34.0% 38.2% CORP 3.1% 3.3% 2.9% 5.4% 5.4% 4.3% 6.4% 6.4% 7.8% 8.0% 12.6% 13.3% MMF 6.3% 5.7% 19.5% 17.2% 12.5% 15.4% 16.3% 12.1% 17.0% 13.0% 14.1% 6.9% CD 1.1% 1.1% 1.0% 1.0% 1.0% 1.0% 1.0% 0.5% 0.2% 0.2% 0.3% 0.3% LAIF 0.1% 0.1% 0.1% 0.1% 0.1% 0.1% 0.1% 0.1% 0.1% 0.1% 0.1% 0.1% Total 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% Oct-23 Nov-23 Dec-23 Jan-24 Feb-24 Mar-24 Apr-24 May-24 Jun-24 Jul-24 Aug-24 Sep-24 0%
5%
10%
15%
20%
25%
30%
35%
40%
45%
50%
55%
60%
TSY
AGY
CORP
MMF
CD
LAIF
9 523
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Amortizing Page 10
Issuer Allocation
City of Redondo Beach 9/30/2024

0.1%

0.3%

2.1%

2.1%

2.1%

2.7%

4.3%

5.4%

6.9%

7.5%

10.3%

15.0%

41.2%
LAIF
Wells Fargo
John Deere
National Securities Clearing
Toyota
UnitedHealth
Caterpillar
FNMA
First American Tsy FUZXX
FFCB
FHLMC
FHLB
U.S. Treasury
0% 5% 10% 15% 20% 25% 30% 35% 40% 45%
10 524
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Amortizing Page 11
Historical Earnings & Book Return Performance
City of Redondo Beach 9/30/2024
Fiscal YTD ($K) Jul Aug Sep Oct Nov Dec Jan Feb Mar Apr May Jun FY 2023 $132.884 $272.892 $425.012 $645.396 $798.263 $952.194 $1,226.478 $1,453.296 $1,757.809 $1,966.545 $2,184.041 $2,435.724 FY 2024 $248.302 $467.129 $677.915 $875.773 $1,068.390 $1,261.363 $1,524.931 $1,766.046 $2,023.050 $2,266.041 $2,522.154 $2,773.041 FY 2025 $302.646 $564.084 $819.846
Fiscal YTD Jul Aug Sep Oct Nov Dec Jan Feb Mar Apr May Jun Book Return 3.34% 3.23% 3.21%
Fiscal Year-To-Date Earnings
Jul Aug Sep Oct Nov Dec Jan Feb Mar Apr May Jun
$0
$500
$1,000
$1,500
$2,000
$2,500
$3,000
Thousands
FY 2023
FY 2024
FY 2025
Fiscal Year-To-Date Book Return
Jul Aug Sep Oct Nov Dec Jan Feb Mar Apr May Jun

2.00%

2.25%

2.50%

2.75%

3.00%

3.25%

3.50%

3.75%
11 525
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Amortizing Page 12
Historical Yield At Cost vs Benchmark
City of Redondo Beach 9/30/2024
Month-End Yield At Cost vs Benchmark
Jun-12
Oct-12
Feb-13
Jun-13
Oct-13
Feb-14
Jun-14
Oct-14
Feb-15
Jun-15
Oct-15
Feb-16
Jun-16
Oct-16
Feb-17
Jun-17
Oct-17
Feb-18
Jun-18
Oct-18
Feb-19
Jun-19
Oct-19
Feb-20
Jun-20
Oct-20
Feb-21
Jun-21
Oct-21
Feb-22
Jun-22
Oct-22
Feb-23
Jun-23
Oct-23
Feb-24
Jun-24

0.0%

0.5%

1.0%

1.5%

2.0%

2.5%

3.0%

3.5%

4.0%

4.5% Portfolio
Benchmark
Trailing 12 Months: Month End Yield At Cost vs Benchmark Oct-23 Nov-23 Dec-23 Jan-24 Feb-24 Mar-24 Apr-24 May-24 Jun-24 Jul-24 Aug-24 Sep-24

0.0%

0.5%

1.0%

1.5%

2.0%

2.5%

3.0%

3.5%

4.0%

4.5%
Portfolio
Benchmark
Benchmark: Custom Benchmark (see disclosure)
12 526
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Amortizing Page 13
Total Return Performance
City of Redondo Beach 9/30/2024
*Index: ICE BofA 0-5Yr Treasury Index
**Inception: July 2012
1 Month 3 Month FYTD 1 Year 3 Year 5 Year Inception
Portfolio 0.709% 2.283% 2.283% 6.899% 1.628% 1.738% 1.584% Benchmark 0.800% 2.989% 2.989% 7.039% 1.329% 1.524% 1.349% Variance -0.091% -0.706% -0.706% -0.139% 0.299% 0.215% 0.235% 1 Month 3 Month FYTD 1 Year 3 Year 5 Year Inception**

0.000%

1.000%

2.000%

3.000%

4.000%

5.000%

6.000%

7.000%

8.000%
Portfolio
Benchmark
13 527
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Amortizing Page 14
Investment Activity
City of Redondo Beach 9/30/2024
Oct-23 Nov-23 Dec-23 Jan-24 Feb-24 Mar-24 Apr-24 May-24 Jun-24 Jul-24 Aug-24 Sep-24 Positions 35 34 33 34 35 34 34 33 32 32 31 32
Oct-23 Nov-23 Dec-23 Jan-24 Feb-24 Mar-24 Apr-24 May-24 Jun-24 Jul-24 Aug-24 Sep-24 Purchases 0 0 0 1 1 0 1 1 1 1 2 2
Redemptions 2 1 1 0 0 1 1 2 2 1 3 1
Total 2 1 1 1 1 1 2 3 3 2 5 3
Number of Positions at Month End
Oct-23 Nov-23 Dec-23 Jan-24 Feb-24 Mar-24 Apr-24 May-24 Jun-24 Jul-24 Aug-24 Sep-24 20 30
40 50
60 Positions
Purchases and Redemptions* (Excluding MMF/LGIP)
Oct-23 Nov-23 Dec-23 Jan-24 Feb-24 Mar-24 Apr-24 May-24 Jun-24 Jul-24 Aug-24 Sep-24 0 2
4 6
8 10
Number of Transactions
Purchases
Redemptions
*Redemptions include maturities, calls, and sells
14 528
Portfolio Summary
City of Redondo Beach September 30, 2024
Investments Par Value Book Value
% of
Portfolio Maturity YTM
Days to
Market Value
Book
Certificates of Deposit 248,000.00 247,692.48 247,994.50 0.27 17 2.10 Corporate Bonds 12,600,000.00 12,585,878.00 12,463,061.15 13.35 622 4.59 LAIF 104,102.92 104,102.92 104,102.92 0.11 1 4.58
Money Market Funds 6,410,528.77 6,410,528.77 6,410,528.77 6.86 1 4.76 U.S. Agencies 36,000,000.00 35,354,150.00 35,668,724.46 38.19 744 2.75 U.S. Treasuries 39,000,000.00 37,856,890.00 38,496,825.30 41.22 395 2.48 94,362,631.69 92,559,242.17 93,391,237.11 100.00 530 3.03 Investments
Total Earnings September 30 Month Ending Fiscal Year To Date Current Year 255,762.76 819,846.38
Average Daily Balance 97,861,811.93 101,204,491.01
Book Rate of Return 3.18% 3.21%
Run Date: 10/3/2024 - 5:50 PM
Amortizing
15 529
Holdings Report
City of Redondo Beach September 30, 2024
Call Date
Maturity Date
Par Value
Settle Date
Book Value
Original Value
Mkt YTM
Mkt Price
Gain/Loss
% of Port
Fitch
Moody/S&P
Eff. Dur.

WAM
Accrued Int.

Market Value
CUSIP Coupon Rate
Issuer
Book Yield
Remaining
Certificates of Deposit
949763L95 Wells Fargo Bank NA 10/17/2024 248,000.00 10/18/2019 247,409.76 99.88 247,692.48 0.27% NR/NR 0.05

2.050% 2.10% 247,994.50 4.72% 195.00 -302.02 NR 0.05
247,409.76 247,692.48 0.27% 0.05
Total Certificates of Deposit 248,000.00 2.10% 247,994.50 4.72% 195.00 -302.02 0.05 Corporate Bonds
637639AB1 National Securities Clearing 04/23/2025 2,000,000.00 10/06/2022 1,847,300.00 98.29 1,965,740.00 2.11% Aaa/AA+ 0.56

1.500% 4.72% 1,966,196.18 4.61% 13,166.67 -456.18 NR 0.54 91324PCV2 UnitedHealth Group Inc 03/15/2026 2,600,000.00 01/31/2024 2,526,498.00 98.74 2,567,318.00 2.73% A2/A+ 1.45

3.100% 4.51% 2,549,557.45 4.00% 3,582.22 17,760.55 A 1.40 24422ETH2 John Deere 06/10/2026 2,000,000.00 06/12/2024 1,906,540.00 97.82 1,956,400.00 2.06% A1/A 1.69

2.650% 5.15% 1,920,598.05 3.99% 16,341.67 35,801.95 A+ 1.62 14913UAN0 Caterpillar 10/16/2026 4,000,000.00 08/28/2024 4,023,755.60 101.17 4,046,800.00 4.31% A2/A 2.04

4.450% 4.16% 4,022,765.78 3.85% 22,250.00 24,034.22 A+ 1.92 89236TLY9 Toyota Motor Credit 03/19/2027 2,000,000.00 04/05/2024 2,004,720.00 102.48 2,049,620.00 2.15% A1/A+ 2.47

5.000% 4.91% 2,003,943.68 3.94% 3,333.33 45,676.32 A+ 2.30 12,308,813.60 12,585,878.00 13.34% 1.70
Total Corporate Bonds 12,600,000.00 4.59% 12,463,061.15 4.03% 58,673.89 122,816.86 1.61 LAIF
9819716 LAIF 10/01/2024 104,102.92 07/15/2024 104,102.92 1.00 104,102.92 0.11% NR/NR 0.00

4.580% 4.58% 104,102.92 4.58% 0.00 0.00 NR 0.00
104,102.92 104,102.92 0.11% 0.00
Total LAIF 104,102.92 4.58% 104,102.92 4.58% 0.00 0.00 0.00 Money Market Funds
FUZXX First American Tsy FUZXX 10/01/2024 6,410,528.77 6,410,528.77 100.00 6,410,528.77 6.86% Aaa/AAA 0.00

4.756% 4.76% 6,410,528.77 4.76% 47,917.35 0.00 NR 0.00
6,410,528.77 6,410,528.77 6.86% 0.00
Total Money Market Funds 6,410,528.77 4.76% 6,410,528.77 4.76% 47,917.35 0.00 0.00 U.S. Agencies
Run Date: 10/3/2024 - 5:50 PM
Amortizing
16 530
Holdings Report
City of Redondo Beach September 30, 2024
Call Date
Maturity Date
Par Value
Settle Date
Book Value
Original Value
Mkt YTM
Mkt Price
Gain/Loss
% of Port
Fitch
Moody/S&P
Eff. Dur.

WAM
Accrued Int.

Market Value
CUSIP Coupon Rate
Issuer
Book Yield
Remaining
U.S. Agencies
3135G0W66 FNMA 10/15/2024 2,000,000.00 02/06/2020 2,013,560.00 99.87 1,997,400.00 2.14% Aaa/AA+ 0.04

1.625% 1.47% 2,000,120.43 4.72% 14,986.11 -2,720.43 AA+ 0.04 3130A3GE8 FHLB 12/13/2024 2,000,000.00 01/30/2020 2,113,320.00 99.62 1,992,400.00 2.15% Aaa/AA+ 0.20

2.750% 1.54% 2,004,718.97 4.60% 16,500.00 -12,318.97 AA+ 0.19 3135G0X24 FNMA 01/07/2025 3,000,000.00 01/27/2020 3,003,150.00 99.19 2,975,790.00 3.21% Aaa/AA+ 0.27

1.625% 1.60% 3,000,171.66 4.64% 11,375.00 -24,381.66 AA+ 0.26 3133ERRW3 FFCB 09/03/2026 2,000,000.00 09/11/2024 2,009,080.00 100.24 2,004,720.00 2.15% Aaa/AA+ 1.93

3.875% 3.63% 2,008,837.70 3.75% 6,027.78 -4,117.70 AA+ 1.83 3134GW6C5 FHLMC 10/28/2026 5,000,000.00 02/10/2023 4,401,050.00 94.17 4,708,700.00 5.00% Aaa/AA+ 2.08

0.800% 10/28/2024 4.32% 4,665,160.99 3.74% 17,000.00 43,539.01 AA+ 2.01 3130AQEC3 FHLB 12/30/2026 2,000,000.00 12/30/2021 2,000,000.00 94.81 1,896,240.00 2.14% Aaa/AA+ 2.25

1.370% 12/30/2024 1.37% 2,000,000.00 3.80% 6,926.11 -103,760.00 AA+ 2.16 3130AQLX9 FHLB 01/27/2027 10,000,000.00 01/27/2022 10,000,000.00 97.47 9,746,500.00 10.71% Aaa/AA+ 2.33

1.750% 01/27/2025 1.75% 10,000,000.00 2.88% 31,111.11 -253,500.00 AA+ 1.85 3134GXTS3 FHLMC 05/25/2027 5,000,000.00 05/25/2022 5,000,000.00 99.88 4,993,950.00 5.35% Aaa/AA+ 2.65

4.000% 11/25/2024 4.00% 5,000,000.00 4.05% 70,000.00 -6,050.00 AA+ 0.68 3133EPAV7 FFCB 02/14/2028 5,000,000.00 02/14/2023 4,984,750.00 100.77 5,038,450.00 5.34% Aaa/AA+ 3.38

3.875% 3.94% 4,989,714.72 3.63% 25,295.14 48,735.28 AA+ 3.11 35,524,910.00 35,354,150.00 38.19% 2.04
Total U.S. Agencies 36,000,000.00 2.75% 35,668,724.46 3.71% 199,221.25 -314,574.47 1.57 U.S. Treasuries
912828YV6 U.S. Treasury 11/30/2024 2,000,000.00 08/09/2021 2,069,609.38 99.46 1,989,160.00 2.15% Aaa/AA+ 0.17

1.500% 0.44% 2,003,512.14 4.75% 10,081.97 -14,352.14 AA+ 0.16 912797LW5 U.S. Treasury 07/10/2025 3,000,000.00 07/18/2024 2,862,391.38 96.95 2,908,470.00 3.10% P-1/A-1+ 0.78

0.000% 4.86% 2,890,538.59 4.06% 0.00 17,931.41 F1+ 0.78 91282CEY3 U.S. Treasury 07/15/2025 5,000,000.00 05/30/2023 4,872,070.30 99.19 4,959,300.00 5.30% Aaa/AA+ 0.79

3.000% 4.27% 4,952,582.04 4.05% 31,793.48 6,717.96 AA+ 0.76 91282CAB7 U.S. Treasury 07/31/2025 2,000,000.00 08/09/2021 1,974,609.38 96.90 1,938,020.00 2.14% Aaa/AA+ 0.83

0.250% 0.57% 1,994,684.06 4.07% 842.39 -56,664.06 AA+ 0.81 91282CAJ0 U.S. Treasury 08/31/2025 2,000,000.00 06/28/2021 1,958,437.50 96.61 1,932,260.00 2.13% Aaa/AA+ 0.92

0.250% 0.76% 1,990,869.88 4.05% 428.18 -58,609.88 AA+ 0.90 912797MH7 U.S. Treasury 09/04/2025 5,000,000.00 09/18/2024 4,813,482.50 96.38 4,819,100.00 5.16% P-1/A-1+ 0.93

0.000% 3.99% 4,819,951.32 4.04% 0.00 -851.32 F1+ 0.93
91282CFK2 U.S. Treasury 09/15/2025 5,000,000.00 02/10/2023 4,908,007.80 99.55 4,977,250.00 5.32% Aaa/AA+ 0.96

3.500% 4.26% 4,966,036.64 3.99% 7,734.81 11,213.36 AA+ 0.93 Run Date: 10/3/2024 - 5:50 PM
Amortizing
17 531
Holdings Report
City of Redondo Beach September 30, 2024
Call Date
Maturity Date
Par Value
Settle Date
Book Value
Original Value
Mkt YTM
Mkt Price
Gain/Loss
% of Port
Fitch
Moody/S&P
Eff. Dur.

WAM
Accrued Int.

Market Value
CUSIP Coupon Rate
Issuer
Book Yield
Remaining
U.S. Treasuries
91282CAT8 U.S. Treasury 10/31/2025 2,000,000.00 02/03/2021 1,985,156.26 96.13 1,922,580.00 2.14% Aaa/AA+ 1.08

0.250% 0.41% 1,996,604.21 3.93% 2,092.39 -74,024.21 AA+ 1.06 91282CAT8 U.S. Treasury 10/31/2025 2,000,000.00 02/17/2021 1,976,953.14 96.13 1,922,580.00 2.14% Aaa/AA+ 1.08

0.250% 0.50% 1,994,684.59 3.93% 2,092.39 -72,104.59 AA+ 1.06 91282CAZ4 U.S. Treasury 11/30/2025 1,000,000.00 02/23/2021 991,250.00 96.05 960,510.00 1.07% Aaa/AA+ 1.17

0.375% 0.56% 997,858.99 3.87% 1,260.25 -37,348.99 AA+ 1.14 91282CAZ4 U.S. Treasury 11/30/2025 2,000,000.00 06/28/2021 1,962,734.38 96.05 1,921,020.00 2.13% Aaa/AA+ 1.17

0.375% 0.80% 1,990,176.27 3.87% 2,520.49 -69,156.27 AA+ 1.14 91282CCF6 U.S. Treasury 05/31/2026 1,000,000.00 06/28/2021 993,437.50 95.25 952,460.00 1.07% Aaa/AA+ 1.67

0.750% 0.89% 997,780.87 3.72% 2,520.49 -45,320.87 AA+ 1.62 91282CCP4 U.S. Treasury 07/31/2026 2,000,000.00 08/09/2021 1,990,625.00 94.63 1,892,580.00 2.14% Aaa/AA+ 1.83

0.625% 0.72% 1,996,548.23 3.68% 2,105.98 -103,968.23 AA+ 1.78 9128282A7 U.S. Treasury 08/15/2026 2,000,000.00 08/22/2024 1,908,593.76 96.10 1,922,040.00 2.05% Aaa/AA+ 1.87

1.500% 3.92% 1,913,524.38 3.67% 3,831.52 8,515.62 AA+ 1.81 91282CCW9 U.S. Treasury 08/31/2026 3,000,000.00 09/27/2021 2,978,085.93 94.65 2,839,560.00 3.20% Aaa/AA+ 1.92

0.750% 0.90% 2,991,473.13 3.66% 1,926.80 -151,913.13 AA+ 1.86 38,245,444.21 37,856,890.00 41.22% 1.08
Total U.S. Treasuries 39,000,000.00 2.48% 38,496,825.30 3.98% 69,231.14 -639,935.34 1.06 92,841,209.26 92,559,242.17 100.00% 1.45
TOTAL PORTFOLIO 94,362,631.69 3.03% 93,391,237.11 3.94% 375,238.63 -831,994.97 1.25 TOTAL MARKET VALUE PLUS ACCRUED INTEREST 92,934,480.80
Run Date: 10/3/2024 - 5:50 PM
Amortizing
18 532
Maturity Report
City of Redondo Beach September 30, 2024
CUSIP Date
Purchase
Value
Book
Rate
Coupon
Date
Maturity
Par
Remaining
Term Value
Market
Issuer YTM
Days to
Maturity
Book
FUZXX First American Tsy FUZXX 6,410,528.77 4.756% 10/01/2024 6,410,528.77 1 6,410,528.77 4.76% 1 9819716 LAIF 01/12/2023 104,102.92 4.580% 10/01/2024 104,102.92 1 104,102.92 4.58% 1 3135G0W66 FNMA 02/06/2020 2,000,120.43 1.625% 10/15/2024 2,000,000.00 1,698 1,997,400.00 1.47% 15 949763L95 Wells Fargo Bank NA 10/18/2019 247,994.50 2.050% 10/17/2024 248,000.00 1,809 247,692.48 2.10% 17 912828YV6 U.S. Treasury 08/09/2021 2,003,512.14 1.500% 11/30/2024 2,000,000.00 1,148 1,989,160.00 0.44% 61 3130A3GE8 FHLB 01/30/2020 2,004,718.97 2.750% 12/13/2024 2,000,000.00 1,705 1,992,400.00 1.54% 74 3135G0X24 FNMA 01/27/2020 3,000,171.66 1.625% 01/07/2025 3,000,000.00 1,708 2,975,790.00 1.60% 99 637639AB1 National Securities Clearing 10/06/2022 1,966,196.18 1.500% 04/23/2025 2,000,000.00 725 1,965,740.00 4.72% 205 912797LW5 U.S. Treasury 07/18/2024 2,890,538.59 0.000% 07/10/2025 3,000,000.00 74 2,908,470.00 4.86% 283 91282CEY3 U.S. Treasury 05/30/2023 4,952,582.04 3.000% 07/15/2025 5,000,000.00 489 4,959,300.00 4.27% 288 91282CAB7 U.S. Treasury 08/09/2021 1,994,684.06 0.250% 07/31/2025 2,000,000.00 1,148 1,938,020.00 0.57% 304 91282CAJ0 U.S. Treasury 06/28/2021 1,990,869.88 0.250% 08/31/2025 2,000,000.00 1,190 1,932,260.00 0.76% 335 912797MH7 U.S. Treasury 09/18/2024 4,819,951.32 0.000% 09/04/2025 5,000,000.00 12 4,819,100.00 3.99% 339 91282CFK2 U.S. Treasury 02/10/2023 4,966,036.64 3.500% 09/15/2025 5,000,000.00 598 4,977,250.00 4.26% 350 91282CAT8 U.S. Treasury 02/03/2021 1,994,684.59 0.250% 10/31/2025 2,000,000.00 1,335 1,922,580.00 0.50% 396 91282CAT8 U.S. Treasury 02/03/2021 1,996,604.21 0.250% 10/31/2025 2,000,000.00 1,335 1,922,580.00 0.41% 396 91282CAZ4 U.S. Treasury 02/23/2021 997,858.99 0.375% 11/30/2025 1,000,000.00 1,315 960,510.00 0.56% 426 91282CAZ4 U.S. Treasury 02/23/2021 1,990,176.27 0.375% 11/30/2025 2,000,000.00 1,315 1,921,020.00 0.80% 426 91324PCV2 UnitedHealth Group Inc 01/31/2024 2,549,557.45 3.100% 03/15/2026 2,600,000.00 243 2,567,318.00 4.51% 531 91282CCF6 U.S. Treasury 06/28/2021 997,780.87 0.750% 05/31/2026 1,000,000.00 1,190 952,460.00 0.89% 608 24422ETH2 John Deere 06/12/2024 1,920,598.05 2.650% 06/10/2026 2,000,000.00 110 1,956,400.00 5.15% 618 91282CCP4 U.S. Treasury 08/09/2021 1,996,548.23 0.625% 07/31/2026 2,000,000.00 1,148 1,892,580.00 0.72% 669 9128282A7 U.S. Treasury 08/22/2024 1,913,524.38 1.500% 08/15/2026 2,000,000.00 39 1,922,040.00 3.92% 684 91282CCW9 U.S. Treasury 09/27/2021 2,991,473.13 0.750% 08/31/2026 3,000,000.00 1,099 2,839,560.00 0.90% 700 3133ERRW3 FFCB 09/11/2024 2,008,837.70 3.875% 09/03/2026 2,000,000.00 19 2,004,720.00 3.63% 703 14913UAN0 Caterpillar 08/28/2024 4,022,765.78 4.450% 10/16/2026 4,000,000.00 33 4,046,800.00 4.16% 746 3134GW6C5 FHLMC 02/10/2023 4,665,160.99 0.800% 10/28/2026 5,000,000.00 598 4,708,700.00 4.32% 758 3130AQEC3 FHLB 12/30/2021 2,000,000.00 1.370% 12/30/2026 2,000,000.00 1,005 1,896,240.00 1.37% 821 3130AQLX9 FHLB 01/27/2022 10,000,000.00 1.750% 01/27/2027 10,000,000.00 977 9,746,500.00 1.75% 849 89236TLY9 Toyota Motor Credit 04/05/2024 2,003,943.68 5.000% 03/19/2027 2,000,000.00 178 2,049,620.00 4.91% 900 3134GXTS3 FHLMC 05/25/2022 5,000,000.00 4.000% 05/25/2027 5,000,000.00 859 4,993,950.00 4.00% 967 3133EPAV7 FFCB 02/14/2023 4,989,714.72 3.875% 02/14/2028 5,000,000.00 594 5,038,450.00 3.94% 1,232 Net Maturities and Averages 93,391,237.11 94,362,631.69 92,559,242.17 3.03% 530 Run Date: 10/3/2024 - 5:50 PM
Amortizing
19 533
Summary by Issuer
City of Redondo Beach September 30, 2024
Issuer Investments
Number of Par
Value
Book
Value
% of
Portfolio YTM Maturity
Book Days to
U.S. Treasury 15 39,000,000.00 38,496,825.30 41.22 2.48 395 FHLB 3 14,000,000.00 14,004,718.97 15.00 1.67 734
FHLMC 2 10,000,000.00 9,665,160.99 10.35 4.16 866
FFCB 2 7,000,000.00 6,998,552.42 7.49 3.85 1,080
First American Tsy FUZXX 1 6,410,528.77 6,410,528.77 6.86 4.76 1 FNMA 2 5,000,000.00 5,000,292.08 5.35 1.55 65
Caterpillar 1 4,000,000.00 4,022,765.78 4.31 4.16 746
UnitedHealth 1 2,600,000.00 2,549,557.45 2.73 4.51 531
Toyota 1 2,000,000.00 2,003,943.68 2.15 4.91 900
National Securities Clearing 1 2,000,000.00 1,966,196.18 2.11 4.72 205 John Deere 1 2,000,000.00 1,920,598.05 2.06 5.15 618
Wells Fargo 1 248,000.00 247,994.50 0.27 2.10 17
LAIF 1 104,102.92 104,102.92 0.11 4.58 1
Total and Average 32 94,362,631.69 93,391,237.11 100.00% 3.03 530 Run Date: 10/3/2024 - 5:50 PM
Amortizing
20 534
Income Earned Summary
City of Redondo Beach September 30, 2024
September 30 Month End Fiscal Year To Date
Interest
Interest Received/Purchased
Plus Accrued Interest at End of Period
Less Accrued Interest at Beginning of Period
Interest Earned During Period
Total Adjustments for Amortization/Accretion
Total Capital Gains or Losses
Total Earnings During Period
231,043.38 826,066.37
375,238.63 375,238.63
-414,891.51 -585,991.54
191,390.50 615,313.46
64,372.26 204,532.92

0.00 0.00
255,762.76 819,846.38
Run Date: 10/3/2024 - 5:50 PM
Amortizing
21 535
Income Earned
City of Redondo Beach September 01, 2024 - September 30, 2024 CUSIP Value
Ending Par
Date
Maturity
Book Value
Beginning
Value
Ending Book
Accrued
Beginning
/Purchased
Int.Received
Accrued
Ending
Issuer Earned
Interest Amortization/
Accretion Earned
Net Income
Certificates of Deposit
949763L95 Wells Fargo Bank NA 10/17/2024 248,000.00 247,984.81 247,994.50 208.93 431.79 195.00 417.86 9.70 427.56 Certificates of Deposit - Sub Total 248,000.00 247,984.81 247,994.50 208.93 431.79 195.00 417.86 9.70 427.56 Corporate Bonds
637639AB1 National Securities Clearing 04/23/2025 2,000,000.00 1,961,367.07 1,966,196.18 10,666.67 0.00 13,166.67 2,500.00 4,829.12 7,329.12 91324PCV2 UnitedHealth Group Inc 03/15/2026 2,600,000.00 2,546,675.02 2,549,557.45 37,165.56 40,300.00 3,582.22 6,716.66 2,882.43 9,599.09 24422ETH2 John Deere 06/10/2026 2,000,000.00 1,916,823.20 1,920,598.05 11,925.00 0.00 16,341.67 4,416.67 3,774.85 8,191.52 14913UAN0 Caterpillar 10/16/2026 4,000,000.00 4,023,662.80 4,022,765.78 7,416.67 0.00 22,250.00 14,833.33 -897.02 13,936.31 89236TLY9 Toyota Motor Credit 03/19/2027 2,000,000.00 2,004,072.33 2,003,943.68 44,444.44 49,444.44 3,333.33 8,333.33 -128.65 8,204.68 Corporate Bonds - Sub Total 12,600,000.00 12,452,600.42 12,463,061.15 111,618.34 89,744.44 58,673.89 36,799.99 10,460.73 47,260.72 LAIF
9819716 LAIF 10/01/2024 104,102.92 104,102.92 104,102.92 0.00 0.00 0.00 0.00 0.00 0.00 LAIF - Sub Total 104,102.92 104,102.92 104,102.92 0.00 0.00 0.00 0.00 0.00 0.00 Money Market Funds
FUZXX First American Tsy FUZXX 10/01/2024 6,410,528.77 14,002,047.89 6,410,528.77 41,339.37 41,339.37 47,917.35 47,917.35 0.00 47,917.35 Money Market Funds - Sub Total 6,410,528.77 14,002,047.89 6,410,528.77 41,339.37 41,339.37 47,917.35 47,917.35 0.00 47,917.35 U.S. Agencies
3135G0W66 FNMA 10/15/2024 2,000,000.00 2,000,353.25 2,000,120.43 12,277.78 0.00 14,986.11 2,708.33 -232.82 2,475.51 3130A3GE8 FHLB 12/13/2024 2,000,000.00 2,006,658.28 2,004,718.97 11,916.67 0.00 16,500.00 4,583.33 -1,939.30 2,644.03 3135G0X24 FNMA 01/07/2025 3,000,000.00 3,000,222.98 3,000,171.66 7,312.50 0.00 11,375.00 4,062.50 -51.32 4,011.18 3133ERRW3 FFCB 09/03/2026 2,000,000.00 0.00 2,008,837.70 0.00 -1,722.22 6,027.78 4,305.56 -242.30 4,063.26 3134GW6C5 FHLMC 10/28/2026 5,000,000.00 4,652,179.26 4,665,160.99 13,666.67 0.00 17,000.00 3,333.33 12,981.73 16,315.06 3130AQEC3 FHLB 12/30/2026 2,000,000.00 2,000,000.00 2,000,000.00 4,642.78 0.00 6,926.11 2,283.33 0.00 2,283.33 3130AQLX9 FHLB 01/27/2027 10,000,000.00 10,000,000.00 10,000,000.00 16,527.78 0.00 31,111.11 14,583.33 0.00 14,583.33 3134GXTS3 FHLMC 05/25/2027 5,000,000.00 5,000,000.00 5,000,000.00 53,333.33 0.00 70,000.00 16,666.67 0.00 16,666.67 3133EPAV7 FFCB 02/14/2028 5,000,000.00 4,989,469.03 4,989,714.72 9,149.31 0.00 25,295.14 16,145.83 245.69 16,391.52 U.S. Agencies - Sub Total 36,000,000.00 33,648,882.79 35,668,724.46 128,826.82 -1,722.22 199,221.25 68,672.21 10,761.67 79,433.88 U.S. Treasuries
912797LH8 U.S. Treasury 09/17/2024 0.00 4,988,056.22 0.00 0.00 0.00 0.00 0.00 11,943.78 11,943.78 Run Date: 10/3/2024 - 5:50 PM
Amortizing
22 536
Income Earned
City of Redondo Beach September 01, 2024 - September 30, 2024 CUSIP Value
Ending Par
Date
Maturity
Book Value
Beginning
Value
Ending Book
Accrued
Beginning
/Purchased
Int.Received
Accrued
Ending
Issuer Earned
Interest Amortization/
Accretion Earned
Net Income
U.S. Treasuries
912828YV6 U.S. Treasury 11/30/2024 2,000,000.00 2,005,239.42 2,003,512.14 7,622.95 0.00 10,081.97 2,459.02 -1,727.28 731.74 912797LW5 U.S. Treasury 07/10/2025 3,000,000.00 2,879,201.52 2,890,538.59 0.00 0.00 0.00 0.00 11,337.07 11,337.07 91282CEY3 U.S. Treasury 07/15/2025 5,000,000.00 4,947,642.67 4,952,582.04 19,565.22 0.00 31,793.48 12,228.26 4,939.37 17,167.63 91282CAB7 U.S. Treasury 07/31/2025 2,000,000.00 1,994,159.46 1,994,684.06 434.78 0.00 842.39 407.61 524.60 932.21 91282CAJ0 U.S. Treasury 08/31/2025 2,000,000.00 1,990,052.25 1,990,869.88 2,513.81 2,500.00 428.18 414.37 817.62 1,231.99 912797MH7 U.S. Treasury 09/04/2025 5,000,000.00 0.00 4,819,951.32 0.00 0.00 0.00 0.00 6,468.82 6,468.82 91282CFK2 U.S. Treasury 09/15/2025 5,000,000.00 4,963,125.49 4,966,036.64 80,842.39 87,500.00 7,734.81 14,392.42 2,911.15 17,303.57 91282CAT8 U.S. Treasury 10/31/2025 4,000,000.00 3,990,628.85 3,991,288.79 3,369.57 0.00 4,184.78 815.21 659.94 1,475.15 91282CAZ4 U.S. Treasury 11/30/2025 3,000,000.00 2,987,192.67 2,988,035.26 2,858.61 0.00 3,780.74 922.13 842.59 1,764.72 91282CCF6 U.S. Treasury 05/31/2026 1,000,000.00 997,671.37 997,780.87 1,905.74 0.00 2,520.49 614.75 109.50 724.25 91282CCP4 U.S. Treasury 07/31/2026 2,000,000.00 1,996,393.44 1,996,548.23 1,086.96 0.00 2,105.98 1,019.02 154.79 1,173.81 9128282A7 U.S. Treasury 08/15/2026 2,000,000.00 1,909,731.59 1,913,524.38 1,385.87 0.00 3,831.52 2,445.65 3,792.79 6,238.44 91282CCW9 U.S. Treasury 08/31/2026 3,000,000.00 2,991,107.69 2,991,473.13 11,312.15 11,250.00 1,926.80 1,864.65 365.44 2,230.09 U.S. Treasuries - Sub Total 39,000,000.00 38,640,202.64 38,496,825.30 132,898.05 101,250.00 69,231.14 37,583.09 43,140.17 80,723.26 Grand Total 94,362,631.69 99,095,821.47 93,391,237.11 414,891.51 231,043.38 375,238.63 191,390.50 64,372.26 255,762.76 Run Date: 10/3/2024 - 5:50 PM
Amortizing
23 537
Realized Gains and Losses
City of Redondo Beach September 01, 2024 - September 30, 2024 CUSIP Par Value Sale Date Days Held Maturity/Sales Realized Issuer Purchase Date Coupon Rate Maturity Date Term Book Value Proceeds Gain/Loss U.S. Treasuries
912797LH8 05/24/2024 5,000,000.00 09/17/2024 116 5,000,000.00 5,000,000.00 0.00 U.S. Treasury 0.000% 09/17/2024 116
Total U.S. Treasuries 5,000,000.00 5,000,000.00 0.00
Grand Total 5,000,000.00 5,000,000.00 0.00
Run Date: 10/3/2024 - 5:50 PM
Amortizing
24 538
Transaction Report
City of Redondo Beach September 01, 2024 - September 30, 2024 Transaction Transaction Security Security Maturity
Date Type ID Description Date Purchases Redemptions Interest Deposits Withdrawals 09/03/2024 Interest 91282CAJ0 T 0 1/4 08/31/25 08/31/2025 - - 2,500.00 - - 09/03/2024 Interest 91282CCW9 T 0 3/4 08/31/26 08/31/2026 - - 11,250.00 - - 09/04/2024 Interest FUZXX First American Tsy MMF - - 41,339.37 - - 09/11/2024 Purchase 3133ERRW3 FFCB 3 7/8 09/03/26 09/03/2026 -2,009,080.00 - -1,722.22 - - 09/16/2024 Interest 91282CFK2 T 3 1/2 09/15/25 09/15/2025 - - 87,500.00 - - 09/16/2024 Interest 91324PCV2 UNH 3.1 03/15/26 03/15/2026 - - 40,300.00 - - 09/17/2024 Maturity 912797LH8 TREASURY BILL 09/17/2024 - 5,000,000.00 - - - 09/17/2024 Interest 949763L95 WFC 2.05 10/17/24 10/17/2024 - - 431.79 - - 09/18/2024 Purchase 912797MH7 TREASURY BILL 09/04/2025 -4,813,482.50 - - - - 09/19/2024 Interest 89236TLY9 TOYOTA 5 03/19/27 03/19/2027 - - 49,444.44 - - 09/24/2024 Withdrawal FUZXX FUZXX - - - - -6,000,000.00 Grand Total: -6,822,562.50 5,000,000.00 231,043.38 0.00 -6,000,000.00 Run Date: 10/3/2024 - 5:50 PM
Amortizing
25 539
Bank of America & LAIF Accounts
Account
General Fund 001
General Fund 002
Parking Authority Fund 003
Housing Authority Fund 004
Redevelopment Agency Fund 005
Public Finance Authority Fund 006
Workmens-Comp Fund 007
Measure-R-Local-Return Fund 008
City of Redondo Beach-FSA Fund 009
Trust Account Fund 011
TOTAL
Checking
7,621,788.55
1,023.56
3,183,494.64
1,755,190.15
1,362,907.60
1,769,364.03
132,961.13
7,614.40
4,452,346.62
104,102.92 104,102.92
1,362,907.60
1,769,364.03
132,961.13
1,988,777.26
189,767.38
22,574,847.12
City of Redondo Beach 9/30/2024
Bank of America Accounts & LAIF Accounts
Total
7,621,788.55
7,614.40
LAIF
-
5,508.88
-
6,532.44
3,183,494.64
3,743,967.41
4,642,114.00
26 540
Credit Ratings Information
Sector Parameters

0.0%
Corporate Bonds
Commercial Paper
Bankers Acceptances Sector limit 40%, issuer limit 5%, maximum maturity 180 days, A-1/P-1 by two. Yes 25% limit, 5% per issuer, maximum maturity 270 days, A-1 (S&P)/P-1 (Moody's), issued by a domestic corporation w/ at least $500 million of assets and A- (S&P)/A3 (Moody's) long term debt.

0.0%
City of Redondo Beach 9/30/2024
In Compliance
Sector limit 30%, issuer limit 5%, max maturity 5 years, rated A (S&P/Fitch)/A2 (Moody's) by one, issued by domestic corporation/depositories.

Yes/No Percent
Yes
Yes

13.4%
27 541
Disclosure
Discolure
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Run Date: 10/3/2024 - 5:50 PM
Amortizing
28 542

MEEDER PUBLIC FUNDS
Monthly Commentary
September 2024
543

OBSERVATIONS AND EXPECTATIONS
• The Fed started the rate-cutting cycle with a 50-basis point cut September 18th • Chair Powell said the Fed may slow the pace of upcoming cuts • Fed’s preferred inflation gauge rose slightly during the latest reporting period • Job growth has been slowing in recent months
• Short-term rates declined more than longer rates during September SOURCES: BLOOMBERG, BUREAU OF ECONOMIC ANALYSIS
The September Rate Cut…What Will the Future Hold?
SOURCES: FEDERAL RESERVE, BLOOMBERG
Inflation’s Rate of Change is Nearing the Fed’s Target
• Since the 1980s, the
Fed’s most used
rate hike or cut has
been .25% or 25
basis points.
• However, the Fed
stated the Fed
Funds rate was too
restrictive and
warranted a 50-
basis point cut in
September to start
this cutting cycle.
• Core Personal Consumption
Expenditure YoY is the
Fed’s preferred inflation
gauge. Core excludes food
and energy components.
• Core PCE YoY is currently
at 2.7%, not quite at the
Fed’s 2% target, but far
below the 5.6% peak in
2022.
• The Fed expects Core PCE
YoY will most likely get
much closer to the Fed’s 2%
in the first half of 2025.

2.68%
0%
1%
2%
3%
4%
5%
6%
Dec-19
Mar-20
Jun-20
Sep-20
Dec-20
Mar-21
Jun-21
Sep-21
Dec-21
Mar-22
Jun-22
Sep-22
Dec-22
Mar-23
Jun-23
Sep-23
Dec-23
Mar-24
Jun-24
Sep-24
Dec-24
Core PCE YoY
Fed’s 2% Target
0 0.1

0.2 0.3

0.4 0.5

0.6 0.7

0.8 0.9
1 0%
1%
2%
3%
4%
5%
6%
7%
8%
9%
10%
11%
19851987198919911993199519971999200120032005200720092011201320152017201920212023 Fed Funds History
544
Job Growth Has Slowed in Recent Months
The Fed’s September Cut Pushed Short-Term Rates Down More Than Longer Rates SOURCE: BLOOMBERG
SOURCES: BLOOMBERG, BUREAU OF LABOR STATISTICS
0 100
200
300
400
500
600
700
800
900
1000
Jan-21
Mar-21
May-21
Jul-21
Sep-21
Nov-21
Jan-22
Mar-22
May-22
Jul-22
Sep-22
Nov-22
Jan-23
Mar-23
May-23
Jul-23
Sep-23
Nov-23
Jan-24
Mar-24
May-24
Jul-24
Thousands
Nonfarm Payrolls
Nonfarm Payrolls (000s) 3M Avg

3.40 3.90

4.40 4.90

5.40 3M 6M 1Y 2Y 3Yr 5Y 7Y 10Y 20Y 30Y
Percent
U.S. Treasury Yield Curve Change
9/30/24 8/31/24
(49)
(45)
(40)
(28)
(23)
(15) (15) (12) (11) (8)
-60
-50
-40
-30
-20
-10
0 3M 6M 1Y 2Y 3Yr 5Y 7Y 10Y 20Y 30Y
Basis Points
Basis Point Change
• Chair Powell
highlighted at the
recent Fed Press that
the labor markets
remain solid but has
slowed.
• With inflation near the
Fed’s target rate, their
primary goal is to now
help job growth to
stay positive.
545
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© 2024 Meeder Investment Management, Inc. 0250-MPF-4/12/24 546
Administrative
Report
H.14., File # 24-1841 Meeting Date: 11/19/2024
To: MAYOR AND CITY COUNCIL
From: MIKE WITZANSKY, CITY MANAGER
TITLE

RECEIVE AND FILE THE MONTHLY UPDATE TO THE STRATEGIC PLAN OBJECTIVES ADOPTED BY CITY COUNCIL ON OCTOBER 8, 2024

EXECUTIVE SUMMARY
On September 10, 2024, the City Council held a strategic planning session to discuss and update the City’s Strategic Plan. At the session, the Mayor and City Council considered recent accomplishments, completed a strengths, weaknesses, opportunities, and threats (SWOT) analysis, evaluated and adjusted the previously established three-year goals, and listed specific objectives for the upcoming planning period which was set for the next six-months. The Plan’s three-year goals and six-month objectives were finalized on October 8, 2024. This report provides the first update to the approved Strategic Plan.

BACKGROUND
The City has been committed to a strategic planning process since 1998, a process that focuses staff resources on achievable policy goals and objectives set by the City Council. On September 3, 2024, the Council approved a contract with Leading Resources Inc. for consulting services to facilitate the City’s most recent strategic planning session, which was held at an open public meeting on September 10, 2024.

During the session, the Mayor and City Council discussed the City’s prior accomplishments (there were 80 objectives, projects, and initiatives that were recognized as having been completed during the planning period), evaluated and adjusted the previously established three-year goals, and identified the objectives for the new plan.

The three-year goals (2024-2027), which serve as the overarching framework for the Strategic Plan, were updated to include the following (not in priority order):
· Modernize the City’s Technology and Systems*
· Vitalize Commercial Areas of the City*
· Increase Environmental Sustainability
· Invest in the City’s Infrastructure
· Maintain a High Level of Public Safety
· Enhance the Delivery of City Services
*Adjusted on September 10, 2024