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?.' COUNTY O~ BUTTE, STATE QF CALI~OrRNTA
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Resolution No. 03-160
RESOLUTION AUTHORIZING
THE COUNTY OF BUTTE (TIIE "PUBLIC AGENCY")
TO JOIN WITH OTHER PUBLIC AGENCIES
AS A PARTICIPANT OF TEII:
INVESTMENT TRUST OF CALIFORNIA,
CARRYING ON BU5INESS AS C'aITRUST, TO PURCHASE
SHARES OF THE TRUST AND CERTAIN OTHER MATTERS
WHEREAS, Section 6502 of Title i, Division 7, Chapter 5 of the Government Code of
the State of California (the "Joint Exercise of Powers Act") provides that, if authorized by their
legislative or other governing bodies, two or more public agencies by agreement may jointly
exercise any power common to the contracting parties; and
WHEREAS, under Section 6500 of the Joint Exercise of Powers Act, a "public agency"
includes, but is not limited to, the federal government or any federal department or agency, the
State of California, 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 the State of California or another State, or any joint powers
authority formed pursuant to the Joint Exercise of Powers Act; and
WHEREAS, public agencies which constitute local agencies, as that term is defined in
Section 53630 of Title 5, Division 2, Part 1, Chapter 4, Article 2 of the Government Code of the
State of California (the "California Government Code"), are authorized pursuant to Section
5;601 and/or 53635 thereof to invest all money belonging to, or in the custody of the local
agency in certain specified investments; and
WHEREAS, the Investment Trust of California, carrying on business as ('uITRUST (the
"Trust") was established, pursuant to and in accordance with the Joint Exercise of Powers Act,
by a Declaration of Trust, dated as of January 9, 2003 and as amended and restated as of June ~,
2003 (the `"Declaration of Trust"), as a vehicle for public agencies to jointly exercise their
common power to invest funds in accordance with applicable California law governing the
investment of fiords by public agencies; and
WHEREAS, pursuant to and in accordance with the Joint Exercise of Powers Act, the
Public Agency desires to join the other public agencies which are or will be Participants of the
Trust by adopting and executing the Declaration of Trust, a form which has been presented to
this meeting; and
I)OC'SSC 1:323012.3
WHEREAS, the Public Agency is a public agency as that term is defined in the Joint
Exercise of Powers Act and a local agency as that term is defined in Section 53630 of the
California Government Code;
WHEREAS, the Public Agency is otherwise permitted to be a Participant of the Trust
and to invest fiu~ds in the Trust to be managed by the Investment Adviser to the "Trust,
notwithstanding other investments held by the Public Agency or current investment policies or
other restrictions or limitations that otherwise may be in effect for the Public Agency so long as
the Trust invests in securities and other instruments permitted for investment by public agencies
pursuant to applicable California law; and
WHEREAS, there has been presented to this meeting an Information Statement
describing the Trust (the`lnformation Statemenf~;
NOW, THEREFORE, BE IT RESOLVED by the governing body of the Public
Agency (the"'Governing Body as follows:
Section 1. The Public Agency shall join with other public agencies pursuant to and in
accordance with the Joint Exercise of Powers Act by executing the Declaration of Trust and
thereby becoming a Participant in the Trust, which Declaration of Trust is hereby approved and
adopted, notwithstanding other investments held by the Public Agency or current investment
policies or other restrictions or limitations that otherwise maybe in effect for the Public Agency
so long as the Trust invests in securities and other instruments pen»itted for investment by public
agencies pursuant to applicable California law. A copy of the Declaration of Trust shall be filed
with the minutes of the meeting at which this Resolution was adopted. The Treasurer is hereby
authorized to execute in the name and on behalf of the Public Agency the Declaration of Trust in
substantially the fo---1~ presented at this meeting.
Section 2. The Public Agency is hereby authorized to purchase shares in the Trust from
time to time with available funds of the Public Agency, and to redeem some or all of those shares
from time to time as such funds are needed, notwithstanding other investments held by the Public
Agency or current investment policies or other restrictions or limitations that otherwise may be
in effect for the Public Agency so long as the Trust invests in securities and other instruments
permitted for investment by public agencies pursuant to applicable California law.
Section 3. The Treasurer is hereby authorized and directed in the name and o-~ behalf of
the Public Agency to take all actions and to make and execute any and all certificates,
requisitions, agreements, notices, consents, warrants and other documents, including the account
registration and participation agreement, which they, or any of them, might dee-11 necessary or
appropriate in order to accomplish the purposes of the Trust or this Resolution.
Section 4. The Treasurer oT the Public Agency is hereby authorized and directed in the
name and on behalf of the Public Agency to take all actions and to make and execute any and all
instruments, which he or she might deem necessary or appropriate in order to carry out the
purposes of the Trust or this Resolution, including, without limitation, the authority to extend the
maturity of any investments made pursuant to this Resolution in accordance with applicable
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DOCSSC I :323052.3
California law and the authority to consent as a Participant of the Trust to actions requested in
connection with the Declaration of Trust.
Section 5. Nothing contained in this Resolution shall be deemed to infringe upon the
right of the Public Agency or the Governing Body or the Treasurer of the Public Agency to make
other investments outside of the mandate of this Resolution in accordance with applicable
California law to the fullest extent permitted thereunder.
Section 6. The Clerk or Secretary of the Public Agency shall forward a certified copy of
this Resolution and a copy of the executed signature page to the Declaration of Tnzst to:
lY1etropotitan West Securities, LLC
1303 J Street, Suite 410
Sacramento, CA 95814
Attention: CaITRUST Service Center
Section 7. This Resolution shall take effect at the earliest date permitted by law.
PASSED AND ADOPTED at a regular meeting of the Governing Body of the Public
Agency, State of California an 28th day of October , 2003, by the following vote:
AYES: Supervisors Dolan, Houx, Josiassen, Yamaguchi and Chair Beeler
NOES: None
ABSENT: None
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By. ~ ,,, ~ - -~f i =
(Name)
Chair, Butte County Board of Supervisors
(Title)
ATTEST:
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~~1ame)
Assistant Clerk of the Board
(Title)
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17C)CSSCI :323052.3
JANUARY 9~ 2~~3
SUMMARY OF THIS INFORMATION STATEMENT
The following is only a summary of the information that appears elsewhere in this Informatian Statement and in the
Declaration of Trust {which is provided separately) of Investment Trust of California, carrying on business as CaiTRUST (the
"Trust"). Prospective Participants in the Trust should consult their own advisers as to the consequences of participation in the
Trust. This Information Statement provides detailed information about the Trust. Please read it carefully and retain it for future
reference.
The Trust Investment Trust of California, carrying on business as CaITRUST, is a California trust that has been
established pursuant to a Declaration of Trust. The Trust's principal executive office is 1100 K Street,
Suite 101, Sacramento, California 95814 and its telephone number is (88$} 422-8778. The Trust is
subject to the California Joint Exercise of Powers Act.
Purpose The purpose of the Trust is to pool and invest the funds of any California "Public ASencv" (which
includes the federal government or any federal department or agency, the State of California, another
State or any State department or agency, a county, county board of education, county superintendent
of schools, city, public corporation, public district, or regional transportation commission of the State
of California or another State, or any joint powers authority formed pursuant to the California Joint
Exercise of Powers Act) in investments permitted in accordance with Sections 53601 and 53635 of Title
~, Division 7, Part 1, Chapter 4, Article 2 of the California Government Code. Each participating Public
Agency may invest its own funds or funds from other Public Agencies that have invested with such
participating Public Agency's treasurer's office. Funds consisting of tax-exempt bond proceeds may be
subject to investment restrictions, arbitrage management and rebate requirements under federal tax laws.
Public Agencies that invest those types of bond proceeds should consult professional advisers familiar
with those requirements to determine whether the Trust is an appropriate investment.
Accounts The Trust currently offers three accounts or series of Shares to provide Public Agencies with a convenient
method of pooling funds, the "CalTrust Short-Term Fund" Series (the "Short-Term Account"), the
"CalTrust Medium-Term Fund" Series (the "Medium-Term Account"), and the "CalTrust Long-Term
Fund" Series (the "Long-Term Account"), (each, an "Account" or "Series" and collectively, the
"Accounts" ar "Series").
Investment Each Account seeks to attain as high a level of current income as is consistent with the preservation of
Objectives principal. The Accounts will invest in only fixed-income oriented investments eligible for Public Agency
investment. The ShorC-Term Account will have a target portfolio duration of ] to 2 years. The Medium-
Term Account will have a target portfolio duration of 1'/~ to 3'/2 years. The Long-Term Account will
have a target portfolio duration of 5 to 7 years.
naee 1
Risks The principal risks of investing in an Account, which could adversely affect its net asset value, yield and
total return, include market risk, interest rate risk, credit risk, issuer risk, liquidity risk, mortgage risk and
management risk. These risks are discussed in more detail later. The values of an Account's investments
change in response to movements in interest rates. If rates rise, the values of debt securities generally
fall. The longer the average duration of an Account's investment portfolio, the greater the resulting
change in value. The values of an Account's investments may also decline in response to events affecting
the issuer or its credit rating. The value of some mortgage-backed and asset-backed securities in which
an Account may invest also may fail because of unanticipated levels of principal prepayments that can
occur when interest rates decline.
The Shares are not registered under any federal or state securities law. Neither the Trust nor any
Series is registered under the Investment Company Act of 1940, as amended. g'or that reason, the
Trust and the Series are not subject to the various protections of that Act, which apply to certain pooled
vehicles such as money market funds and other mutual funds.
Dividends The net income of the Short-Term Account is calculated daily and declared daily as a dividend. The net
income of the Medium-Term Account and the Long-Term Account is calculated monthly and declared
monthly as a dividend. Dividends for all Accounts are paid monthly by reinvesting such dividends in
Shares of the applicable Account.
In the case of an early withdrawal from an Account during any month, the Participant shall be entitled
to receive a pro rata portion of the dividends such Participant would otherwise be entitled to receive, up
to the date of withdrawal, which shall be paid at the time dividends for all Accounts are paid for such
month.
Liquidity Funds may be deposited in or withdrawn from the Short-Term Account an unlimited number of times
on one Business Day's prior notice. Funds may be deposited in or withdrawn from the Medium-Term
Account or the Long-Term Account only once per month on the last Business Day of the month, on five
Business Days' prior notice, except in the case of an emergency as approved by the Board of Trustees (or
a committee of the Board of Trustees or designated Trustee(s)).
How to Ta participate in the Trust, authorized officials of the Public Agency should. first read this entire
Participate Information Statement and the Declaration of Trust. The governing body of the participating Public
Agency must then formally approve participation in the Trust by resolution. The Pubic Agency must
then sign and deliver to the Trust a copy of the Declaration of Trust, and complete and submit to the
Administrator an Account Registration Form and Participation Agreement.
How to make Once appropriate accounts have been established, funds may be invested by wire transfer to the Custodian
Investments from the participating Public Agency's bank, along with written instructions.
How to Funds may be withdrawn from an Account by wire transfer.
«'ithdraw
Minimum
Investment
Costs and Fees
Notwithstanding such limitations, in the event of an emergency as approved by the Board of Trustees (or
a committee of the Board of Trustees or designated Trustee(s)), withdrawals may be made at such times
and on such prior notice, if any, as determined by the Board of Trustees (or a committee of the Board of
Trustees or designated Trustee(s)).
A Public Agency must invest a total of at least $1 million in one or more Accounts in order to participate.
The Administrator may waive that minimum investment in its discretion.
'T'otal Annual Operating Expenses of the Short-Term Account
Total assets of the Short-Term Account'
Up to $500
Million $500 Million
to $1 Billion Over $1
Billion
Investment Advisory Fee'- 0.10% 0.09% 0.08%
Administrative Fee3 0.04% 0.04% 0.04%
pale 2
Other Operating Expenses (estimated)' 0.01% 0.01% 0.01%
Total Annual Operating Expenses 0.15% 0.14% 0.13%
' The first $500 Million of assets in the Short-Term Account will be charged the first tier rate; the next
$500 Million to $1 Billion of assets in the Short-Term Account will be charged the second tier rate; and
all assets in the Short-Term Account over $1 Billion will be charged the third tier rate.
'- Calculated on a daily basis and deducted monthly by the Investment Adviser from the assets of the
Short-Term Account.
' Calculated on a daily basis and paid monthly to the Administrator from the assets of the Short-Term
Account. The Administrator will be responsible for accounC administration, custodial, transfer agency,
record keeping, and accounting fees, and ordinary out-of-pocket disbursements, which disbursements
may include, without limitation, the costs of legal procedures and policies, periodic updating and
preparation of the Information Statement, and preparation of tax returns, financial statements and
reports, printing and distribution costs, the costs and expenses of holding any meetings of the
Trustees, fees of other consultants and professionals engaged on behalf of the Trust, all expenses of
computing the Trust's net asset value, overnight delivery and courier services, postage, telephone and
telecommunication charges, pricing services, terminals, transmitting lines and expenses in connection
therewith, travel on Trust business, and costs of preparing books, presentations and other materials for
the Trustees, with respect to the Short-Term Account.
` The Trust will also be responsible for legal and audit fees, insurance (including directors and officers
insurance} premiums, Trustees' and officers' reasonable travel and other expenses, and the costs of
making statutory and regulatory filings and other general compliance with any applicable federal or
state laws, as well as all extraordinary expenses, including, without limitation, all reasonable expenses
incurred by the Trust, the Administrator or the Investment Adviser to establish, organize and otherwise
commence operations of the Trust and the arrangements contemplated by this Information Statement
and the Declaration of Trust, and litigation costs (including reasonable attorneys' fees), if any, with
respect to the Short-Term Account.
Total Annual Operating Expenses of the Medium-Term Account and the Long-Term Account
Total assets of the Medium-Term Account
or Long-Term Account'
Up to $500
Million $500 Million
to $1 Billion Over $1
Billion
Investment Advisory Fee' 0.20% 0.18% 0.16%
Administrative Fee3 0.04% 0.04% 0.04%
Other Operating Expenses (estimated)° 0.01% 0.01% 0.01%
Total Annual Operating Expenses 0.25°Io 0.23% 0.21%n
The first $500 Million of assets in the Medium-Term Account or the Long-Term Account, as
appropriate, will be charged the first tier rate; the next $500 Million to $1 Billion of assets in the
Medium-Term Account or the Long-Term Account, as appropriate, will be charged. the second tier rate;
and all assets in the Medium-Term Account or the Long-Term Account, as appropriate, over $1 Billion
will be charged the third tier rate., as appropriate.
Deducted monthly by the Investment Adviser from the assets of the Medium-Term Account ar the
Long-Term Account, as appropriate.
' Paid monthly to the Administrator from the assets of the Medium-Term Account or the Long-Term
Account, as appropriate. The Administrator will he responsible for account administration, custodial,
transfer agency, record keeping, and accounting fees, and ordinary out-of-pocket disbursements,
which disbursements may include, without limitation, the costs of legal procedures and policies,
periodicupdating and preparation of the Information Statement, and preparation of tax returns, financial
statements and reports, printing and distribution costs, printing and distribution costs, the costs and
page 3
expenses of holding any meetings of the Trustees, fees of other consultants and professionals engaged
on behalf of the Trust, all expenses of computing the Trust's net asset value, overnight delivery and
courier services, postage, telephone and telecommunication charges, pricing services, terminals,
transmitting lines and expenses in connection therewith, travel on Trust business, and costs of
preparing books, presentations and other materials for the Trustees, with respect to the Medium-Term
Account or the Long-Term Account, as appropriate.
~ The Trust will also be responsible for legal and audit fees, insurance (including directors and officers
insurance) premiums, Trustees' and officers' reasonable travel and other expenses, and the costs of
making statutory and regulatory filings and other general compliance with any applicable federal or
state laws, as well as all extraordinary expenses, including, without limitation, all reasonable expenses
incurred by the Trust, the Administrator or the Investment Adviser to establish, organize and otherwise
commence operations of the Trust and the arrangements contemplated by this Information Statement
and the Declaration of TrusC, and litigation costs (including reasonable attorneys' fees), if any, with
respect to the Medium-Term Account or the Long-Term Account, as appropriate.
Board of Trustees The Trust is currently governed by a Board of three Trustees all of whom are members of the governing
body, off cers or personnel of Public Agencies or the then current administrator of the Trust. The Board
of Trustees is responsible for setting overall policies and procedures for the Trust and for hiring and
supervising the activities of the Administrator, Investment Adviser, Custodian, and other agents of the
Trust.
Administrator The Trust's Administrator (the "Administrator") is CSAC Finance Corporation, 1100 K Street, Suite
101, Sacramento, California 95814.
Investment The Trust's Investment Adviser (the "Investment Adviser") is Metropolitan West Securities, LLC, 11440
Adviser San Vicente Boulevard, 3rd Floor, Los Angeles, California 90049.
Custodian The Trust's Custodian (the "Custodian") is Wachovia Bank, N.A.
Auditors The financial statements of the Trust will be audited annually by an independent auditor to be selected
by the Trust. The fiscal year for the Trust ends each December 31.
SECTION ~.
INSTRUCTIONS ON HOW TO PARTICIPATE
Step One: Read This Entire Information Statement Before Investing
A prospective Participant in the Trust should carefully read this entire Information Statement and complete copy of the
Declaration of Trust (which will be provided separately) of the Trust. However, the contents of this Information Statement
should not be considered to be legal, tax or investment advice, and prospective Participants should consult with their
own counsel and advisers as to all matters concerning an investment in the Trust. Participants should keep a copy of this
Information Statement for their records.
Step Two: Approval by Governing Body
Participation in the Trust requires the formal approval of the governing body of the participating Public Agency by
resolution. Public Agencies should consult with their legal counsel regarding the required form of resolution and the
procedures for adoption. A model form of resolution is enclosed. No representation is made as to the legal sufficiency of the
model form for any given Public Agency.
Step Three: E~eeution of the Declaration of Trrast
Each prospective Participant must execute the Declaration of Trust, thereby representing that the governing body of
that Participant has duly adopted the Declaration of Trust, and thereby becoming a party thereto and agreeing to be bound by
all of the provisions thereof.
page 4
Step Four: Opening an Account
Once participation in the Trust has been approved {Step Two above), prospective Participants must complete an
Account Registration Form and Participation Ab Bement (enclosed), and forward it along with a certified copy of the resolution
as adopted and an executed copy of the Declaration of Trust to:
CSAC Finance Corporation
1100 K Street, Suite 101
Sacramento, California 95814
Attention: CalTrust
There is no limit to the number of Accounts that can be opened by a Participant. Additional forms of Account
Registration Form and Participation Agreement are provided for this purpose. The Administrator will notify the Public Agency
of its approval of the application{s) and the account number(s) assigned. The Administrator reserves the right to reject any
application in its discretion.
Instructions on the Account Registration Forth and Participation Agreement will remain in effect until the Administrator
receives written notification to change them. Any changes to addresses, account registrations, names or signatures of authorized
officials, or other critical information will require appropriate documentation. Instructions or forms may be obtained by calling
the Administrator at (888) 422-8778, and asking for CalTrust Service Center.
SECTION II.
INVESTMENT STRATEGIES AND OBJECTIVES
,!~. PURPOSES «THO MAY INVEST
The Trust is a separate public agency established under provisions of the California Joint Exercise of Powers Act to
provide "Public Agencies" (which include, but are not limited to, the federal government or any federal department or agency, the
State of California, another State or any State department or agency, a county, county board of education, county superintendent
of schools, city, public corporation, public district, or regional transportation commission of the State of California or another
State, or any joint powers authority formed pursuant to the California Joint Exercise of Pavers Act) investment management
services for their own funds or funds from other Public Agencies that have invested with such participating Public Agency's
treasurer's office. Funds consisting of tax-exempt bond proceeds may be subject to investment restrictions, arbitrage
management and rebate requirements under federal tax laws. Public Agencies that invest those types of bond proceeds
should consult professional advisers familiar x~ith those requirements to determine whether the Trust is an appropriate
investment.
B. SERIES OF ACCOUNTS
The Trust currently offers three Series of Shares or Accounts to provide Public Agencies with a convenient method of
pooling funds, the "CalTrust Short-Tenn Fund" Series (the "Short-Term Account"), the "CalTrust Medium-Term Fund" Series
(the "Medium-Term Account"), and the "CalTrust Long-Term Fund" Series (the "Long-Term Account") (each, an "Account"
or "Series" and collectively, the "Accounts" or "Series"). Public Agencies that invest in a particular Account ("Participants")
purchase shares of beneficial interest ("Shares") in that Account or Series.
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The performance benchmark for the Short-Term Account and the Medium-Term Account is the unmanaged index
specified below:
Short-Term Account: Merrill Lynch. U.S. Corporate & Government 1-3 Years, A Rated or Above Index
Medium-Term Account: Merrill Lynch U.S. Corporate & Government 1-5 Years, A Rated or Above Index
page 5
An index is not available for direct investment and does not reflect the deduction of fees and expenses. There can be
no assurance that any Series will perform as well as or better than its designated benchmark index. Each index tracks the
performance of USdollar-denominated A rated or better government and corporate public debt issued in the U.S. domestic bond
market, excluding collateralized products such as mortgage pass-through and asset backed securities. Qualifying bonds must
have a maturity of corresponding to the index name, a fixed coupon schedule and a minimum amount outstanding of $1 billion
for US Treasuries and $1.50 million for ail other securities. Bonds must be rated A- or better in grade based on a composite of
Moody's and S&P. Yankee bonds (debt of foreign issuers issued in the US domestic market) are included in the index provided
the issuer is a supranational ar is domiciled in a country having an investment grade foreign currency long-term debt rating
(based on a composite of Moody's and S&P}. Global bonds (debt issued simultaneously in the eurobond and U.S. domestic
bond markets) also qualify for inclusion. Rule 144A issues are not included in the index until they are exchanged for registered
securities. Tax-exempt municipals are excluded from the index. The index is re-balanced on the last calendar day of the month.
Issues that meet the qualifying criteria are included in the index for the following month. Issues that no longer meet the criteria
during the course of the month remain in the index until the next month-end re-balancing at which point they are dropped from
the index.
Long-Term Account Benchmark
The performance benchmark for the Long-Term Account is the unmanaged index specified below:
Lonb Term Account: Merrill Lynch U.S. Government Treasury & Agency 5-10 Years, AAA Rated Index
An index is not available for direct investment and does not reflect the deduction of fees and expenses. There can be
no assurance that the Series wilt perform as well as or better than its designated benchmark index. The US Government
Index tracks the performance of the combined US Treasury and US Agency markets. It includes US dollar-denominated US
Treasury and AAA US Agency bonds, issued in the US domestic bond market, having a maturity of 5-10 years, a fixed coupon
schedule and a minimum amount outstanding of $1 billion for US Treasuries and $150 million for US Agencies. US Treasury
Strips are excluded from the index, however, any amounts stripped are included in the amount outstanding of the underlying
coupon notes or bonds. US .Agency medium term notes are included in the index, but mortgage pass through securities and
agency label CMOs are excluded. Global bonds (debt issued simultaneously in the eurobond and US domestic bond markets)
also qualify for inclusion. All inflation-linked securities are excluded from the index. The index is re-balanced on the last
calendar day of the month. Issues that meet the qualifying criteria are included in the index for the following month. Issues that
no longer meet the criteria during the course of the month remain in the index until the next month-end re-balancing at which
point they are dropped from the index.
C. 1VIINIMUM INVESTMENT
A Public Agency must invest a total of at least $1 million in one or more Accounts in order to participate. The
Administrator may waive that minimum investment in its discretion.
D. INVESTMENT BENEFITS
Through an appropriate combination of investments in the Accounts, the Trust seeks to provide the following
benefits:
Preservation of Principal. Preserve principal to the extent reasonably possible in accordance with the
applicable investment strategy by investing only in fixed-income oriented investments eligible under
California law for investment by Public Agencies, and in accordance with certain other investment policies
designed to preserve capital.
Liquidity. Provide liquidity so that Participants in the Accounts have ready access to their pooled funds to
the extent described in this Information Statement.
Income. Provide as high a level of current income in the Accounts as is consistent with preserving principal
and maintaining liquidity.
page 6
Professional Management. Investments are managed by investment professionals that follow both general
economic and current market conditions affecting interest rates and the value of fixed-income oriented investments.
Di~~ersification. Each Participant in the Accounts will own Shares in a diversified portfolio of high quality
instruments.
Accounting, Safekeeping and Separate Accounts. The Participants' investments are accounted for in
compliance with governmental accounting and auditing requirements, and all of the bookkeeping and
safekeeping associated with the ownership of securities will be done. Participants will have secure online
access to their Accounts, as well as being provided with monthly statements.
There can be no assurance that the investment objectives of the Trust or any particular Account will be achieved.
E. AUTHORIZED INVESTMENTS
The Investment Adviser will invest the cash in the Accounts exclusively in the following investments. These
investments are authorized investments under the California Government Code, as may be amended from time to time, for all
money belonging to, or in the custody of, Public Agencies. The Trustees may adopt more restrictive temporary or permanent
guidelines from time to time.
(1) Unites States Treasury notes, bonds, bills, or certificates of indebtedness, or those for which the faith and
credit of the United States are pledged for the payment of principal and interest.
(2) Registered state warrants or treasury notes or bonds of this state, including bonds payable solely out of the
revenues from arevenue-producing property owned, controlled, or operated by the state or by a department,
board, agency, or authority of the state.
(~) Bonds, notes, warrants, or other evidences of indebtedness of any local agency within this state, including
bonds payable solely out of the revenues from arevenue-producing property owned, controlled, or operated
by the focal agency, or by a department, board, agency, or authority of the local agency.
(4) Federal agency or United States government-sponsored enterprise obligations, particpations, or other
instruments, including those issued by or fully guaranteed as to principal and interest by federal agencies or
United States government-sponsored enterprises.
(5) Bankers acceptances otherwise known as bills of exchange or time drafts that are drawn on and accepted by a
commercial bank. Purchases of bankers acceptances may not exceed 180 days' maturity or 40 percent of an
Account's assets. However, no more than 30 percent of an Account's assets may be invested in the bankers
acceptances of any one commercial bank.
(6) Commercial paper of "prime" quality of the highest ranking or of the highest letter and number rating as
provided far by Moody's Investors Service, Inc. ("Moodv's"), Standard and Poor's ("S&P"), or Fitch Financial
Services, Inc. ("Fitch"}. The corporation that issues the commercial paper shall be organized and operating
within the United states, shall have total assets in excess of five hundred million dollars ($500,000,000}, and
shall issue debt, other than commercial paper, if any, that is rated "A" or higher by Moody's, S&P, or Fitch.
Eligible commercial paper shall have a maximum maturity of 270 days or less. The Trust may invest no
more than 25 percent of its assets in eligible commercial paper, no more than 10 percent of the outstanding
commercial paper of any single corporate issue, and no more than 10 percent of the outstanding commercial
paper of any single corporate issuer may be purchased by the Trust.
(7) Negotiable certificates of deposit issued by a nationally or state-chartered bank, a savings association or a
federal association (as defined by Section 5102 of the Financial Code), certain state or federal credit unions,
or by astate-licensed branch of a foreign bank. Purchases of negotiable certificates of deposit may not exceed
30 percent of the Trust's assets.
page 7
($) Investments in repurchase agreements or reverse repurchase agreements or securities lending agreements of
permitted securities as long as the agreements otherwise are eligible for investment as described below.
(~) Medium-term notes, defined as all corporate and depository institution debt securities with a maximum
remaining maturity of five years or less, issued by corporations organized and operating within the United
States or by depository institutions licensed by the United States. Notes eligible for investment under this
restriction shall be rated "A" or better by a nationally recognized rating service. Purchases of medium-term
notes (not including other authorized securities) may not exceed 30 percent of an Account's assets.
(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. Such
companies shall have attained the highest ranking or the highest letter and numerical rating provided by not
less than two nationally recognized statistical rating organizations or retained an investment adviser registered
or exempt from registration with the Securities and Exchange Commission with not less than five years'
experience managing money market mutual funds with assets under management in excess of five hundred
million dollars ($500,000,000). The purchase price of shares of beneficial interest purchased pursuant to this
restriction shall not include any commission that the companies may charge and shall not exceed 20 percent
of an Account's assets.
(1 1) Notes, bonds, or other obligations that are at all times secured by a valid first priority security interest in
securities of the types listed by Government Code Section 53651 as eligible securities far the purpose of
securing local agency deposits having a market value at least equal to that required by Government Code
Section 53652 for the purpose of securing local agency deposits. The securities serving as collateral shall
be placed by delivery or book entry into the custody of a trust company or the trust department of a bank
which is not affiliated with the issuer of the secured obligation, and the security interest shall be perfected in
accordance with the requirements of the Uniform Commercial Code or federal regulations applicable to the
types of securities in which the security interest is granted.
(12) Any 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 of a maximum of five years maturity. Securities eligible for investment under this
restriction shall be issued by an issuer having an "A" or higher rating for the issuer's debt as provided by a
nationally recognized rating service and rated in a rating category of "AA" or its equivalent ar better by a
national]y recognized rating service. Purchase of securities authorized by this restriction may not exceed 20
percent of an Account's assets.
Cash in the Accounts will be invested in accordance with the prudent investor standard of the California Government
Code. To the extent prohibited by the California Government Code, the Accounts will not invest in any inverse floaters, range
notes or interest-only strips that are derived from a pool of mortgages, or in any security that could result in zero interest accrual
if held to maturity.
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 tizeir legal counsel or financial adviser regarding the legality of investing funds under the Trust.
The Trust cs not registered as w;z ~,..est,;,,ertt cv+mpaiiy under the Invest„ ~s/ii wi`iipany Aa",t of a ~~~i and, a%wrduig~y,
is not subject to the provisions of that Act and the rules thereunder, including the protective rules relating to registered
money market funds and other types of mutual funds.
)F. DURATION OF ACCOUNTS AND MATURITY OF INVESTMENTS
Each Account seeks to attain as high a level of current income as is consistent with the preservation of principal.
The Accounts will invest in only fixed-income oriented investments eligible for Public Agency investment. The Short-Term
page 8
Account seeks a target portfolio duration of 1 to 2 years. The Medium-Term Account seeks a target portfolio duration of 1 `/2 to
3'/, years. The Long-Tenn Account seeks a target portfolio duration of 5 to 7 years.
Each Account invests in a diversified portfolio of fixed-income oriented investments of varying maturities with a
different portfolio "duration." Duration is a measure of the expected life of afixed-income oriented investment that was
developed as a more precise alternative to the concept of "term to maturity." Duration incorporates a bond's yield, coupon
interest payments, final maturity, call and put features and prepayment exposure into one measure. Traditionally, afixed-income
oriented investment's "term to maturity" has been used to determine the sensitivity of the investment's price to changes in
interest rates (which is the "interest rate risk" or "volatility" of the investment). However, "term to maturity" measures only the
time until afixed-income oriented investment provides its final payment, taking no account of the pattern of the investment's
payments prior to maturity. Duration is used in the management of Accounts as a too] to measure interest rate risk. For example,
an Account with a portfolio duration of 2 years would be expected to change in value 2% for every 1% move in interest rates.
G. Rrsxs
1. General. Because the values of an Account's investments will change with market conditions, so will the
value of a Participant's investment in an Account A Pnrticipant could loci money on an investment in an Accoz6dzt o_r~~
Account could underyerform other investments. The Medium-Term Account and Long-Term Account have the potential for
greater return and loss than the Short-Term Account. The Accounts are subject primarily to interest rate and credit risk. Interest
rate risk is the potential for a decline in bond prices due to rising interest rates. In general, bond prices vary inversely with
interest rates. The change in bond price depends on several factors, including the bond's maturity date. In general, bonds with
longer maturities are mare sensitive to changes in interest rates than bonds with shorter maturities. Credit risk is the possibility
that a bond issuer will fail to make timely payments of interest or principal to an Account.
2. 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 Accounts may only be backed by the issuing
agency or instrumentality and may not be backed by the full faith and credit of the United States Government. For example,
securities issued by the Federal Home Loan Banks and the Federal Home Loan Mortgage Corporation are supported only by the
credit of the agency or instrumentality that issued them, and not by the United States Government, and securities issued by the
Federal Farm Credit System and the Federal National Mortgage Association are supported by the agency's or instrumentality's
right to borrow money from the U.S. Treasury under certain circumstances.
3. Repurchase and Reverse Repurchase Agreements. A repurchase agreement involves the sale of securities
to the Accounts, and the concurrent agreement by the seller to repurchase the securities within a specified period of time at an
agreed upon price, thereby establishing the yield during the buyer's holding period. The yield established for the repurchase
agreement is determined by curt ent applicable 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. It is the Trust's policy to enter
into repurchase agreements only with dealers in U.S. Government securities that are recognized as "primary dealers" by the
Federal Reserve Bank of New York. Securities purchased b_v the Accounts 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 102% of
the amount invested. 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 102% of the amount invested, the counterparty is
required to provide additional securities or money within one business day. A11 securities underlying repurchase agreements are
required to be delivered to the Custodian or to a third-party custodian. At the expiration of each agreement, the Custodian or a
third-party custodian receives payment of the repurchase price as a condition for the transfer of the underlying securities to the
counter party. If the counterparty fails to pay the agreed upon repurchase price on the repurchase date, the risks to the Accounts
would include any decline in the value of the underlying securities to an amount which is less than the repurchase price, any
costs of disposing of such securities, and any loss from any delay in foreclosing on such securities.
Reverse repurchase agreements or loans pursuant to a securities lending agreement may be utilized only when all of
the following conditions are met:
(A) The security to be sold using a reverse repurchase agreement or loaned using a securities lending
agreement has been owned and fully paid for by the Account for a minimum of 30 days prior to sale or loan.
pale 9
(B) The total of ail reverse repurchase agreements and securities lending agreements on investments owned
by the Account does not exceed 20 percent of the base value of the portfolio.
(C) The agreement does not exceed a term of 92 days, unless the agreement includes a written codicil
guaranteeing a minimum earning or spread far the entire period between the sale of a security using a reverse repurchase
agreement or loan of a security using a securities lending agreement and the final maturity date of the same security.
(D) Funds obtained or funds within the pool of an equivalent amount to that obtained from selling a security
to a counterparty by way of a reverse repurchase agreement or from loaning a security to a caunterparty by way of a securities
lending agreement, shall not be used to purchase another security with a maturity longer than 92 days from the initial settlement
date of the reverse repurchase agreement or securities lending agreement, unless the reverse repurchase agreement or securities
lending agreement includes a written codicil guaranteeing a minimum earning or spread for the entire period between the sale of
a security using a reverse repurchase agreement ar loan of a security using a securities lending agreement and the final maturity
date of the same security.
(E) Investments in reverse repurchase agreements, securities lending agreements, or similar investments in
which an Account sells securities prior to purchase with a simultaneous agreement to repurchase the security, may only be made
with primary dealers of the Federal Reserve Bank of New York.
An Account may enter into these transactions using a tri-party structure, meaning the use of a third-party custodian
other than the Custodian.
$. 11vVESTIvIENT RESTRICTIONS
The Board of Trustees has adopted the following investment restrictions and fundamental policies, which may not be
changed in a material way by the Board of Trustees, except as may be required by applicable law, without the approval of the
Participants holding a majority of the outstanding Shares of the affected Series. No Account will:
(1) Purchase any securities other than those described under "Investment Objectives and Policies," unless
California law at some future date redefines the types of securities which are legal investments for some
or all classes of Participants, in which case the permitted investments for the Accounts may be changed by
the Trustees to conform to California law. No change in the permitted investments for the Accounts will be
effected without prior written notification to Participants in the Accounts.
(2) Invest in securities of any issuer in which a Trustee, officer, employee, agent or adviser of the Trust is an
officer, director or 5% shareholder unless such investment is periodically authorized by resolutions adopted
by a majority of the Trustees who are not officers, directors or 5% shareholders of such issuer.
(3) Make loans, except that the Accounts may enter into repurchase agreements and securities ]ending transactions
as specified above.
(4) Borrow money or pledge, hypothecate or mortgage its assets or otherwise engage in any transaction that has
the effect of creating leverage with respect to an Account; provided, however, that the Trust and any Account
may use short-term credits necessary for the settlement of securities trades, enter into fully collateralized
reverse repurchase agreements, and enter into forward purchases and sales of securities that are expected to
settle beyond a normal "T+3" basis.
(S) Purchase the securities of any 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 10% of an
Account's total assets would be invested in the securities of any one issuer.
I. APPLICATION OF PERCENTAGES
Any percentage limitation or rating requirement described under "Investment Strategies and Objectives" will be
applied at the time of purchase.
page 10
SECTION III.
INCOME AND VALUE OF r'~CCOUNTS
A. INCOME AND DIVIDENDS OF THE ACCOUNTS
Short-Ter-m Aecour7t
As of 1:00 p.m. Pacific time each day that the Custodian is open for business (a "Business Day"), the net income of
the Short-Term Account is determined and declared as a dividend to Participants of record as of the close of business on that
day. Shares purchased as of 1:00 p.m. on any Business Day will begin earning dividends on such date of purchase. Shares will
continue to earn dividends until the Business Day such Shares are redeemed and the funds are wired to the Participant. Earnings
for Saturdays, Sundays and holidays are declared on the next Business Day. Dividends declared are paid monthly on the last
Business Day of each month, and are re-invested in each Account by purchase of additional Shares of such Account.
Medium-Term 4ecour~t andTong-Term Account
As of 1:00 p.m. Pacific time on the last Business Day of each month, the net income of the Medium-Term Account and
the Lonb Term Account is determined and declared as a dividend to Participants of record as of the close of business on that
day. Shares purchased as of the last Business Day of a month will begin earning dividends for the following month. Shares
will continue to earn dividends until the Business Day such Shares are redeemed and the funds are wired to the Participant.
Dividends declared are paid monthly on the last Business Day of each month, and are re-invested in each Account by purchase
of additional Shares of such Account.
If Shares are redeemed from any Account in any month prior to the payment of dividends on the last Business Day of
such month (including in the case of an emergency as approved by the Board of Trustees or otherwise), the Participant shall be
entitled to receive a pro rata portion of the dividends such Participant would otherwise be entitled to receive, up to the date of
redemption, which shall be paid on the last Business Day of such month..
For the purpose of calculating dividends, net income of each Account consists of interest earned plus or minus any
discounts or premiums ratably amortized to the date of maturity and all realized gains and losses on the sale of securities prior
to maturity, less all accrued expenses of such Account, including the fees described under "Expenses of the Trust."
Each Account may attempt to maximize yields through trading to take advantage of short-term market variations.
These policies may result in high portfolio turnover. However, because the cost of transactions of the type in which the
Accounts engage is small, a high turnover rate is not expected to affect materially income or net asset value.
$, VALUATION OF ACCOUNT SHARES
The net asset value of the Shares of the Short-Term Account is normally determined by the Custodian as of 1:00
p.m. Pacific time on each Business Day. The net asset values of the Shares of the Medium-Term Account and the Long-Term
Account are normally determined by the Custodian as of 1:00 p.m. Pacific time on the last Business Day of each month. The net
asset value per Share of each Account is computed by dividing the total value of the securities and other assets of such Account,
less any liabilities, by the total outstanding Shares of such Account. Liabilities include all accrued expenses and fees of such
Account, including the fees described under "Expenses of the Trust."
The net asset value per share of each Account normally is determined on the specified day if banks are open for
business and the New York Stock Exchange is open for trading. The value of an Account's polifoiio securities is deterr~uned on
the basis of the market value of such securities or, if market quotations are not readily available, at fair value under guidelines
established by the Trustees. Investments with short remaining maturities may be valued at amortized cost which the Board has
determined to equal fair value.
The market value basis for net asset value per Share of each Account may be affected by general changes in interest
rates resulting in increases or decreases in the value of securities held by such Account. 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
page 11
a security, if sold, might be sold at a price less than its cost. Similarly, if interest rates decline, such a security, if sold, might be
sold at a price greater than its cost. if a security is held to maturity, no loss or gain is normally realized as a result of these price
fluctuations. Withdrawals by Participants could require the sale of portfolio securities prior to maturity.
The Administrator normally will. announce the net asset value of the Shares of the Short-Term Account by 9:00 a.m. on
the Business Day after it is determined, and will announce the net asset values of the Shares of the Medium-Term Account and
Long-Term Account within three Business Days after they are determined.
C. YIELD INFOILMATION
The aggregate and average annual total return, current annualized yield and effective annual yield of each Account
may, from time to time, be quoted in reports, literature and advertisements published by the Trust.
Current annualized yield of the Short-Term Account is computed by averaging the daily dividend declared by such
Account during the prior seven calendar day period, dividing by the average daily net asset value per Share of such Account
over the same period, and multiplying the result by 365.
Current annualized yield of the Medium-Term Account and the Long-Term Account is computed by averaging the
monthly dividend declared by the applicable Account during the prior months of such calendar year, dividing by the average
monthly net asset value per Share of the applicable Account over the same period, and multiplying the result by 12.
The "effective annual yield" of each Account, which reflects the value of compounding and represents the annualization
of the current yield with all dividends reinvested, may also be quoted. Effective annual yield of each Account is computed by
dividing the monthly dividend rate of such Account by 12, adding 1 and raising the surn to the power of 12, and subtracting 1
from the result.
The yields of each Account quoted should not be considered a representation of the yield of such Account in the future,
since the yield is not fixed. Actual yields of each Account will depend on the type, quality, yield and maturities of securities
held by such Account, changes in interest rates, market conditions and other factors.
SECTION IV.
INVESTMENTS AND WITHDRAWALS
A. ACCOUNTS
Before funds are invested under the Trust, Participants will need to establish appropriate accounts pursuant to the
procedure described under Step Four of "Instructions on How to Participate." Each Participant will have master account(s)
representing the total funds invested in the Short-Term Account, Medium-Term Account and/or Long-Term Account, as
applicable, by such Participant on its own behalf and on behalf of other Public Agencies that have funds invested with such
Participant's treasurer.
The Administrator will process investment, withdrawals and transfers only on Business Days.
B. INVESTMENTS
Investments in an Account can be made by wire transfer of immediately available funds from the Participant's bank to
the Custodian. However, the Administrator reserves the right to reject any investment and to limit the size of a Participant's
account.
To make an investment, a Participant must follow both of the following steps:
Step 1. Provide the Administrator with the following information, either in writing by mail, courier sen~ice or
facsimile (1100 K Street, Suite 101, Sacramento, California 95814, Fax (3]0) 826-3188) or by telephone ((888) 422-8778)
page I2
Attention: CalTrust Service Center:
• Participant's account name
• Amount being wired
Participant's account number
• Type of wire -Federal Reserve or bank
Name of Participant's bank sending wire
Step 2. Instruct the Participant's bank to wire funds (Federal Reserve wire if possible) to:
For the Short-Term Account:
Wachovia National Bank
ABA #: 031-2014-67
AtC#: 5000012398653
Wachovia Internal A/C#: 291124900
CalTrust Short-Term Fund
~O: (Participant's Account Name)
(Participant's Account Number}
For the Medium-Term Account:
Wachovia National Bank
ABA #: 031-2014-67
A/C#: 5000012398653
Wachovia Internal A/C #: 291124901
CalTrust Medium-Term Fund
FBO: (Participant's Account Name}
(Participant's Account Number)
For the Long-Term Account:
Wachovia National Bank
ABA #: 031-2014-67
A/C#: 5000012398653
Wachovia Internal AIC #: .
CalTrust Long-Term Fund
FB O:
(Participant's Account Name)
(Participant's Account Number}
The Trust does not charge a fee for receipt of these wires. However, a Participant's bank may charge a fee for wiring
funds.
Short-Term Account
Funds may be invested in the Short-Term Account an unlimited number of times; pi°ovided, however, that the
Administrator receives at least one Business Day's prior notice of the investment.
[nvestments will not begin earning income untess and until the Administrator receives the requisite advance notice
aead the Custodian receives a Federat Reserve wire or bank wire convertible to Federal Funds on a same-day basis. Where
page 13
the Administrator receives the requisite advance notice and the funds are received by the Custodian, investments will made and
begin earning income on the Business Day on which funds are received.
Notice will be considered given on a particular Business Day if received by the Administrator before 1:00 p.m. Pacific
time, otherwise it will be considered given on the next Business Day. Funds will he considered delivered on a particular Business
Day if the wire is received by the Custodian before 1:00 p.m. Pacific time, otherwise funds will be considered delivered on the
next Business Day.
iVledium-Term Account mzd Long-Term Account
Funds may be invested in the Medium-Term Account or the Long-Term .Account only once per month on the last
Business Day of the month; provided, however, that the Administrator receives at least five Business Days' prior notice of the
investment (i.e., on or before the fifth to the last Business Day of the month), and the Custodian receives a Federal Reserve wire
or bank wire convertible to Federal Funds on a same-day basis within five Business Days after such notice is received by the
Administrator (i. e., on or before the last Business Day of the month).
Investments will not begin earning income unless and until the Administrator receives the requisite advance notice
and the funds are received by the Custodian within the requisite time. Where the Administrator receives the requisite advance
notice and the funds are received by the Custodian within the requisite time, investments will be made and begin earning income
for the following month.
In any particular month, if a Participant gives late notice or transmits late funds (i. e., the Administrator receives
notice of the investment after the fifth to the last Business Day of such month or the Custodian receives the funds after the
last Business Day of such month), then from the Business Day on which funds are received until the last Business Day of
the following month, such funds shall be automatically invested in the Short-Term Account. In any particular month, if the
Administrator receives requisite notice (i. e., on or before the fifth to the last Business Day of such month) and the Custodian
receives the funds before the last Business Day of such month, then from the $usiness Day on which funds are received until
the last Business Day of such month, such funds shall be automatically and temporarily invested in the Short-Term Account.
On the last Business Day of the applicable month, such funds shall be automatically transferred from the Short-Term Account
and invested in the Medium-Term Account or the Long-Term Account as specified in the notice, unless such notice is properly
withdrawn by providing the Administrator with at least five Business Days' prior notice.
Notice will be considered given on a particular Business Day if received by the .Administrator before 1:00 p.m. Pacific
time, otherwise it will be considered given on the next Business Day. Funds will be considered delivered on a particular Business
Day if the wire is received by the Custodian before 1:00 p.m. Pacific time, otherwise funds will be considered delivered on the
next Business Day.
C. WITHD1tAWALS
Withdrawals from an account shall be made by requesting a wire transfer of immediately available funds from the
Custodian to the Participant's bank.
To make a withdrawal, a Participant must provide the Administrator with the following information, either in writing
by mail, courier service or facsimile (1100 K Street, Suite 101, Sacramento, California 95814, Fax (310) X26-3188) ar by
telephone (888) 422-8778) Attention: CalTrust Service Center:
Participant's account name
Amount tc be .... ed
Participant's account number
Punds may be transferred by wire only to the bank account specified in the Participant's Account Registration
Form and Participation Agreement. Changes to the Participant's specified bank account must be received in writing properly
executed before they can be effective.
page 14
Short-Term Account
Funds may be withdrawn from the Short-Term Account an unlimited nu_mber_of timesa provided, ho~a~ever, that the
Administrator receives at least one Business Day's prior notice of the request for wire transfer.
Shares in the Accounts will be redeemed in the amount of the withdrawal at the net asset value
determined after receipt of a request for wire transfer- Funds will remain invested in the Accounts until the day they are wired.
Funds wilt not be wired unless and until the Administrator receives the requisite notice. Notice will be considered given on
a particular Business Day if received by the Administrator before 1:00 p.m. Pacific time, otherwise it will be considered given
on the next Business Day.
Medium-Term Account and Long-Teem Account
Funds may he withdrawn from the Medium-Term Account or the Long-Term Account only once per month on the last
Business Day of the month; provided, however, that the Administrator receives at least five Business Days' prior notice of the
of the request for wire transfer.
Shares in the Accounts will be redeemed in the amount of the withdrawal at the net asset value per Share next
determined after receipt of a request for wire transfer. Funds will remain invested in the Accounts until the day they are wired.
Funds will be wired an the last Business Day of the month for which the Administrator receives the requisite notice, and will
not be wired in any month unless and until the Administrator receives the requisite notice. Notice will be considered given on
a particular Business Day if received by the Administrator before 1:00 p.m. Pacific time, otherwise it will be considered given
on the next Business Day.
Notwithstanding the foregoing limitations, in the event of an emergency as approved by the Board of Trustees (or
a committee of the Board of Trustees or designated Trustee(s)), withdrawals may be made at such times and on such prior
notice, if any, as determined by the Board of Trustees (or a committee of the Board of Trustees or designated Trustee(s)).
The Declaration of Trust permits the Trustees to suspend the riglzt of withdrawal from the Accounts or to postpone
the date of payment of redemption proceeds if the New York Stock Exchange is closed other than far customary weekend and
holiday closings, if trading on that Exchange is restricted, or if, in the opinion of the Trustees, an emergency ex%sts such that
disposal of Shares or determination of net asset value is not reasonably practicable. If the right of withdrawal is suspended,
a Participant may either withdraw its request far withdrawal or receive payment based on the net asset value next determined
after termination of the suspension.
The Trust may redeem Shares owned by a Participant to reimburse the relevant Accouzzt for any failure by tlzat
Participant to make full payment for Shares purchased by the Participant. Redemption payments may be made in whole or in
part in securities or other property of the Accounts. Participants receiving any such securities or other property ozz redemption
will bear any costs of sale.
D. TRANSFERS
Transfers among the Short-Term Accaunt, Medium-Term Accoun[ and Long-Term Account will be considered a
withdrawal from one Account and a deposit to another Account subject to the restrictions, limitations and notice requirements
above. To make a transfer, a Participant must provide the Administrator with the fallowing information, in writing properly
executed by mail, courier service or facsimile (1100 K Street, Suite 101, Sacramento, California 9814, Fax (310) 826-318$)
or by telephone ((888) 422-8778) Attention: CalTrust Service Center:
• Participant's account name from which funds will be transferred
• Participant's account name to which funds will be transferred
• Amount being transferred
• Participant's account number from which funds will be transferred
• Participant's account number to which funds will be transferred
page 15
SECTION V.
OTHER SERVICES
A. OvLINE ACCESS
Secure online access will be available to Participants with respect to their Accounts. Information with respect
to Accounts, including current yield, up-to-date account information, and a transaction history will be available online.
Confirmations of each deposit and withdrawal of funds will be available online to a Participant within one Business Day of the
transaction,
B. STATEMENTS
At the end of each month, a statement of each account will be mailed to each Participant which will Shaw the dividend
paid and the account balance as of the statement date.
SECTION VI.
TRUSTEES AND OFFICERS
A. BOARD OF TRtSTEES
The Trust currently has a Board of Trustees that consists of three Trustees, which may be increased or decreased from
time to time by the then-current Board. The Board of Trustees is responsible for the overall management, supervision and
administration of the Trust, including formulation of its investment and operating policy guidelines. In addition, the Board
of Trustees selects and oversees the activities of the Administrator, the Investment Adviser, the Custodian, legal counsel,
independent auditors and other service providers and agents of the Trust and monitors the investment performance of the
Accounts and the method of valuing the Shares.
The names and business addresses of the Trustees and their principal occupations and other affiliations during the past
five years are as follows:
Charles Lomeli -Trustee since January 2003. President of the Trust. Treasurer-Tax Collector-County Clerk, Solano
County, 600 Texas Street, Fairfield, California 94533, since 1999. Assistant County Treasurer, Solano County,
from 1994 to 1999. Second Vice President of the California Association of County Treasurers and Tax Collectors
Association (CACTTC). Member of the Partnership Health Pian of California Investment Oversight Committee, the
National Association of Counties (NACo), and the Association of Government Accountants. Certified Government
Financial Manager.
Rob Boitano - Tnastee since January 2003. Assistant Treasurer, County of Sonoma, 585 Fiscal Drive, Room 100F;
Santa Rosa, CA 95403 since 1991. Investment Accountant, Sonoma County Treasurer-Tax Collector's Office, from
1987 to 1991. Auditor-Appraiser, Administrative Manager, and Audit Chief, County of Sonoma, from 1979 to 1987.
Served on the California State Association of Counties Excess Insurance Authority Finance Committee from 1991 to
1999 and on the County of Sonoma Housing Authority Committee for 5 years. Certified Public Accountant.
Piave Ciapponi -Trustee since January 2003. Assistant C7eneral manager and Chief Financial officer, W estiands
Water District, 3130 N. Fresno St., Fresno, CA 93703, since 1995. Chief Deputy, Fresno County Auditor-Controller/
Treasurer-Tax Collector, from 1986 to 1995. Represents Westlands at the state and local levels, including the board
of directors of the Central Valley Project Water Association, the San Luis &Delta-Mendota Water Authority, and the
Westlands Water District Financing Corporation.
The Trustees are appointed by the Initial Participants and the Board of Trustees. At least seventy-five percent (75%) of
the Trustees shall be members of the governing body, officers or personnel of Public Agencies that are Participants or the then
page 16
current administrator of the Trust. The Trustees currently serve without compensation, but all except affiliates of the Investment
Adviser, if any, are reimbursed by the Trust for reasonable travel and other out-of-pocket expenses incurred in connection with
their duties as Trustees.
$, OFFICERS
The names and business addresses of the executive officers and their principal occupations and other affiliations during
the past five years are as follows:
Charles Lomeli -Trustee since January 2003. President of the Trust. Treasurer-Tax Collector-County Clerk, Solano
County, 600 Texas Street, Fairfield, California 94533, since 1999. Assistant County Treasurer, Solano County,
from 1994 to 1999. Second Vice President of the California Association of County Treasurers and Tax Collectors
Association (CACTTC). Member of the Partnership Health Pian of California Investment Oversight Committee, the
National Association of Counties (NACo), and the Association of Government Accountants. Certified Government
Financial Manager.
Norma Lammers -Officer since January 2003. Treasurer and Secretary of the Trust. Deputy Executive Director
Administrative Services, California State Association of Counties (CSAC), 1100 K Street, Suite 101, Sacramento, CA
95814, since l 992. Executive Officer, California Board of Corrections from 1981 to 1992. Secretary of the California
Statewide Communities Development Authority (CSCDA), and Secretary of the CSAC Finance Corporation.
The officers are appointed by the Board of Trustees and serve at the discretion of the Board of Trustees. The officers
currently serve without compensation, but all except affiliates of the Investment Adviser, if any, are reimbursed by the Trust for
reasonable travel and other out-of-pocket expenses incurred in connection with their duties as officers.
SECTION VII.
ADMINISTRATOR
A, .ADMINISTRATOR
CSAC Finance Corporation, with an office at 1100 K Street, Suite 101, Sacramento, California 95814, is the Trust's
Administrator. The Administrator was fornled in 1986. The Administrator provides a diverse portfolio of financial services
programs through the California Statewide Communities Development Authority, aJoint Powers Authority, which currently has
55 counties, 245 cities and 61 special districts and agencies as members.
$, f~DMINISTIt4TI~'E rJERVICES
The Administrator supervises Trust activities and assists with the administration of the Trust, pursuant to a program
administration agreement with the Trust and the Investment Adviser (the "Program A dministration Agreement"). The Program
Administration Agreement will remain in effect until terminated, and may nat be assigned by the Administrator without the
consent of the Board of Trustees; pror,ided, hoiti~ever, that such consent will be deemed given if a majority of the Board of
Trustees does not object in writing within 60 days after receiving written notice of a proposed assignment. The Program
Administration Agreement may be terminated by either the Trust or the Administrator, at any time and without penalty, upon
at least 180 days' prior written notice to the other parties, or by any party that is not in breach of the Program Administration
Agreement, without penalty, upon at least 60 days' prior written notice to the other party, if the other party is in material breach
of the Program Administration Agreement and such breach has not been cured within 30 days' notice thereof to such other
party.
The Administrator provides the following administrative services to the Trust in accordance with the Program
Administration Agreement:
page 17
Customer Service. Operation of a toll-free telephone facility to be used exclusively by Participants or by
Public Agencies interested in becoming Participants in the Trust.
_ ____
Administration and Marketing. Maintenance of the books and records of the Accounts, including
Participant account records; supervision, under the general direction of the Trustees, of all administrative
aspects of operations, including, but not limited to, facilitation and providing notice of meetings of Participants
and the Board of Trustees, making statutory and regulatory filings and otherwise assisting in the compliance
with applicable California law, and preparing staff analyses for the Board of Trustees; periodic updating and
preparation of the Information Statement; preparation of tax returns, financial statements and reports for the
Accounts; supervision and coordination of the activities of the Custodian; determination of dividends and net
asset value of the Accounts in accordance with the policies of the Trust; provision of office space, equipment
and personnel to administer the Trust; printing and distribution to Public Agencies of the Information
Statement; 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.
Participant Aeeaunt Reports. Making available to Participants confirmation of each Participant's investment
and redemption transactions, and preparation and provision of quarterly statements sulrunarizing transactions,
earnings, and assets of each Participant Account.
SECTION VIII.
INVESTMENT ADVISER
A. INVESTMENT ADVISOR
Metropolitan West Securities, LLC, an investment advisory firm with its principal office at 11440 San Vicente
Boulevard, 3rd Floor, Los Angeles, California 90049, is the Trust's Investment Adviser. The daily management of the
investment affairs and research. relating to the Accounts is conducted by or under the supervision of the Investment Adviser.
The Investment Adviser is registered under the Investment Advisers Act of 1940.
The Investment Adviser is an independent investment advisory, asset management and broker/dealer firm specializing
in securities lending and short-term fixed-income asset management. The Investment Adviser was established in 1992. The
Investment Adviser has a national client base consisting of major institutional funds and corporate portfolios. As of January ] ,
2003, the Investment Adviser had over $SO billion in funds under management.
B. ADVISORY SERI~ICES
The Investment Adviser manages the investment of the assets of the Accounts, including the placement of orders for
the purchase and sale of investments, pursuant to an investment advisory agreement with the Trust (the "Advisory Agreement"}.
The Investment Adviser obtains and evaluates such information and advice relating to the economy and the securities markets
as it considers necessary or useful to manage continuously the assets of the Trust in a manner consistent with each Account's
investment objectives and policies. The Advisory Agreement will remain in effect until terminated, and may not be assigned
by the Investment Adviser without the consent of the Board of Trustees. The Advisory Agreement may be terminated by either
party, at any time and without penalty, upon at least 180 days' prior written notice to the other party, or by either party that is
not in breach of the Program. Administration Agreement, without penalty, upon at least 60 days' prior written notice to the other
party, if the other party is in material breach of the Program Administration Agreement and such breach has not been cured
within 30 days' notice thereof to such other party.
C. INVESTMENT TYLANSACTIONS
The InvestmentAdviser is responsible for decisions to buy and sell securities for the Trust, and arranges for the execution
of security transactions on behalf of the Accounts. Purchases of securities are made from dealers, underwriters and issuers.
Sales prior to maturity are made to dealers and other persons. Money market instruments bought from dealers are generally
traded on a "net" basis, with dealers acting as principal. for their own accounts without a stated commission, although the price
page 18
of the instrument usually includes a profit to the dealer. Thus, the Accounts do not normally incur any brokerage commission
expense on such transactions. Securities purchased in underwritten offerings include a fixed amount of compensation to the
underwriter, generally referred to as the underwriter's commission or discount. When securities are purchased or sold directly
from or to an issuer, no commissions or discounts are paid.
The policy of the Trust regarding purchases and sales of securities is that primary consideration will be given to
obtaining the most favorable price and efficient execution of transactions. In seeking to implement this policy, the Investment
Adviser will effect transactions with those dealers whom the Investment Adviser believes provide the most favorable price and
efficient execution. If the Investment Adviser believes such price and execution can be obtained from more than one dealer, it
may give consideration to placing portfolio transactions with those 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 to it 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 Inveshnent 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.
SECTION IX.
CUSTODIAN
A. CUSTODIAN
Wachovia Bank, N.A., a custodial bank with an office at 123 Broad Street, Pennsylvania, PA, is the Trust's
Custodian.
$. CUSTODLAL SERVICES
The Custodian holds all cash and securities of the Accounts, The Custodian does not participate in determining the
investment policies of the Trust or in investment decisions. The Trust may invest in the Custodian's obligations and may buy
or sell securities through the Custodian,
pale 19
SECTION X.
EXPENSES OF THE TRUST
Total Annual Operating Expenses of the Short-Term Account
Total assets of the Short-Term Account'
Up to $500
Million $500 Million
to $1 Billion
Over $1 Billion
Investment Advisory Feez 0.10% 0.09% 0.08%
Administrative Fee3 0.04% 0.04% 0.04%
Other Operating Expenses (estimated)4 0.01 % 0.01 % 0.01 °;o
Total Annual Operating Expenses 0.15% 0.14% 0.13%
' The first $500 Million of assets in the Short-Term Account will be charged the first tier rate; the next $500 Million to S1
Billion of assets in the Short-Term Account will be charged the second tier rate; and all assets in the Short-Term Account
aver $1 Billion will be charged the third tier rate.
z Calculated on a daily basis and deducted monthly by the Investment Adviser from the assets of the Short-Term Account.
Calculated on a daily basis and paid monthly to the Administrator from the assets of the Short-Term Account. The
Administrator will be responsible for account administration, custodial, transfer agency, record keeping, and accounting
fees, and ordinary out-of-pocket disbursements, which disbursements may include, without limitation, the costs of legal
procedures and policies, periodic updating and preparation of the Information Statement, and preparation of tax returns,
financial statements and reports, printing and distribution costs, the costs and expenses of holding any meetings of the
Trustees, fees of other consultants and professionals engaged on behalf of the Trust, ail expenses of computing the Trust's
net asset value, overnight delivery and courier services, postage, telephone and telecommunication charges, pricing
services, terminals, transmitting lines and expenses in connection therewith, travel on Trust business, and costs ofpreparing
books, presentations and other materials for the Trustees, with respect to the Short-Term Account.
' The Trust will also be responsible for legal and audit fees, insurance (including directors and officers insurance) premiums,
Trustees' and officers' reasonable travel and other expenses, and the costs of making statutory and regulatory filings and
other general compliance with any applicable federal or state laws, as well as all extraordinary expenses, including, without
limitation, all reasonable expenses incurred by the Trust, the Administrator or the Investment Adviser to establish, organize
and otherwise commence operations of the Trust and the arrangements contemplated by this Information Statement and
the Declaration of Trust, and litigation costs (including reasonable attorneys' fees), if any, with respect to the Short-Term
Account.
Total Annual Operating Expenses of the :Medium-Term Account
and the Long-Term Account
Total assets of the Medium-Term Account
or Long-Term Account'
Up to $500
Millinr~ $500 Million
tp $1 Rillinn
(l~,er ~i Rillipn
Investment Advisory Feez 0.20% 0.18% 0.16%
Administrative Fee3 0.04% 0.04% 0.04%
Other Operating Expenses (estimated)4 0.01°l0 0.01% 0.01%
Total Annual Operating Expenses 0.25% 0.23°i° 0.21%
pale 20
' The first $500 Million of assets in the Medium-Term Account or the Long-Term Account, as appropriate, will be charged
the first tier rate; the next $500 Million to ~ 1 Billion of assets in the Medium-Term Account or the Long-Tern? Account, as
appropriate, will be charged the second tier rate; and all assets in the Medium-Term Account or the Long-Term Account, as
appropriate, over $1 Billion will be charged the third tier rate., as appropriate.
z Deducted monthly by the Investment Adviser from the assets of the Medium-Term Account or the Long-Term Account, as
appropriate.
' Paid monthly to the Administrator from the assets of the Medium-Term Account or the Long-Term Account, as
appropriate. The Administrator will be responsible for account administration, custodial, transfer agency, record keeping,
and accounting fees, and ordinary out-of-pocket disbursements, which disbursements may include, without limitation, the
costs of legal procedures and policies, periodic updating and preparation of the Information Statement, and preparation of
tax returns, financial statements and reports, printing and distribution costs, printing and distribution costs, the costs and
expenses of holding any meetings of the Trustees, fees of other consultants and professionals engaged on behalf of the
Trust, all expenses of computing the Trust's net asset value, overnight delivery and courier services, postage, telephone
and telecommunication charges, pricing services, terminals, transmitting lines and expenses in connection therewith, travel
on Trust business, and casts of preparing books, presentations and other materials for the Trustees, with respect to the
Medium-Term Account or the Long-Term Account, as appropriate.
a The Trust will also be responsible for legal and audit fees, insurance (including directors and officers insurance) premiums,
Trustees' and officers' reasonable travel and other expenses, and the costs of making statutory and regulatory filings and
other genera] compliance with any applicable federal or state laws, as well as all extraordinary expenses, including, without
limitation, all reasonable expenses incurred by the Trust, the Administrator or the Investment Adviser to establish, organize
and otherwise commence operations of the Trust and the arrangements contemplated by this Information Statement and the
Declaration of Trust, and litigation costs (including reasonable attorneys' fees), if any, with respect to the Medium-Term
Account or the Long-Term Account, as appropriate.
SECTION X.I.
TAX I`7ATTERS
Pursuant to section l 15(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.
SECTION XII.
DECLARATION flF TRUST AND SIiARES
The Trust is 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 certain Public Agencies as the initial Participants in the Trust. Additional Public Agencies
may become Participants in the Trust by approving a resolution tv adopt t17e Declaration of Tr ust and by signing a conformed
copy of the Declaration of Trust.
Copies of the Declaration of Trust of the Trust may be obtained from the Administrator and should be read before a
Public Agency joins the Trust. Al! descriptions contai~3ed in this Information Statement are subject to the specific language
of the Declaration of Trust.
The Declaration of Trust permits the Board of Trustees to issue an unlimited number of Shares of beneficial interest
pace 21
in the Trust. The Board of Trustees, in its discretion, may authorize the division of Shares into one or more Series. The three
Accounts are currently the only Series of Shares of the Trust. The assets of each Series are invested in accordance with the
investment objectives and policies of that Series. The Shares of each Series are only payable from that portion of the Trust's
assets held by the Trustees with respect to that Series. Each Share represents an equal proportionate interest in the Series with
each other outstanding Share of that Series. Upon redeeming Shares, a Participant receives the current net asset value per Share
of the Series. If liquidation of the Trust or Series should occur, Participants will be entitled to receive their proportionate share
of the assets of the appropriate Series, as well as their proportionate share of any general assets of the Trust not attributable to
any other Series of the Trust. The Shares of each Series are fully paid and non-assessable, except as set forth under "Participant
and Trustee Liability," and have no preemptive or com~ersion rights.
Shares are transferable on the records of the Trust only by the record holder thereof or by its duly authorized agent,
upon delivery to the Administrator of a duly executed instrument of transfer, together with such evidence of the genuineness of
each such authorization and execution and of other matters as may reasonably be required. Upon such delivery, the transfer will
be recorded on the register of the Trust. Until such record is made, the Participant of record will be deemed to be the holder of
such Shares for all purposes, and neither the Trustees nor any transfer agent, nor any 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 Participants, such action will be taken in proportion to the number of full and
fractional Shares held by each Participant.
The Board of Trustees may liquidate a Series without approval of Participants. Upon the termination of all Series
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 Board of Trustees may distribute the
remaining Trust assets, in cash or in kind or partly in cash and partly in kind., among the Participants according to their respective
beneficial interests.
The Declaration of Trust may be amended by the vote of the Trustees, and, in some cases, only with the approval of
a majority of the Shares outstanding and the approval of a majority of the Shares of any Series affected by such amendment.
The Trustees may also amend the Declaration of Trust without the approval of Participants to change the name of the Trust or
any Series, to establish additional Series, to supply omissions or correct ambiguous, defective or inconsistent provisions or, if
they deem it necessary, to conform the Declaration of Trust to the requirements of 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 oftwo-thirds of the Shares outstanding and of two-thirds of the Shares of any Series affected by such
amendment.
SECTION XIII.
PARTICIPANT AND TRUSTEE LIABILITY
A. PARTICIPANT LIABILITY
The Declaration of Trust expressly provides that no Participant 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. For this reason, a Participant's
maximum potential loss from liabilities of the Trust is the value of the Participant's Shares. 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.
B. LIABILITY OF TROSTEES AND OTHERS
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 which does not involve bad faith, willful misfeasance, negligence or reckless disregard of duty. Each Trustee,
page 22
officer, employee and agent of the Trust will be indemnified by the Trust against all claims and liabilities as provided in the
Declaration of Trust.
The California Joint Exercise of Powers 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, in the event of a determination by the Board of Trustees to purchase such insurance, the
Trust shall purchase and maintain insurance on behalf of any Trustee, officer, employee or agent of the Trust to cover certain
liabilities.
page 23
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page 24
~'aITRUST
IN'~ESTMENT TRUST OE CALIFORNIA
A PUBLIC JOINT POWERS AUTEORITY
AMENDED AND RESTATED
DECLARATION OF TRUST
Dated as of
January 9, 2003
and
Amended and Restated as of
June 3, 2003
1100 K Street, Suite 101
Sacramento, CA 95814
Tel (888; 422-8778
DOCSSC132302Z3
AMENDED AND RESTATED DECLARATION OF TRUST
THIS DECLARATION OF TRUST dated as of this January 9, 2003, and amended and
restated as of June 3, 2003, by each County or other Public Agency (as defined below) set forth
on Schedule A hereto (the "Initial Participants") together with each other Public Agency set forth
on Schedule B hereto (collectively with the Initial Participants, the "Participants"),
WITNESSETH
WHEREAS, Section 6502 of Title 1, Division 7, Chapter 5 of the California
Government Code (the "Joint Exercise of Powers Act") provides that "if authorized by their
legislative or other governing bodies, two or more Public Agencies by agreement may jointly
exercise any power common to the contracting parties";
WHEREAS, Section 6500 of the Joint Exercise of Powers Act defines "Public A~:ency"
to include "the federal government or any federal department or agency, this state, another state
or any state department or agency, a county, county board of education, county superintendent of
schools, city, public corporation, public district, regional transportation commission of this state
or another state, or any joint powers authority formed pursuant to this article by any of these
agencies";
WHEREAS, each Participant is or will be a "Public Agency" under the Joint Exercise of
Powers Act and authorized to invest funds pursuant to Title 5, Division 2, Part 1, Chapter 4 of
the California Government Cade;
WHEREAS, each Participant has been or will be authorized by its legislative or other
governing body to agree by this Declaration of Trust to jointly exercise its common power to
invest funds through creation of an agency in the form of a trust (the ``Trust") as a public entity
separate from the Participants under Section 6507 of the Joint Exercise of Powers Act; and
WHEREAS, the Initial Participants anticipate that other Public Agencies may wish to
become Participants by adopting and executing this Declaration. of Trust and thus becoming
parties to it.
N01'V, THEREFORE, the Participants hereby declare that all money and property
invested through. the Trust established under this Declaration of Trust shall be held and managed
in trust for the benefit of holders, from time to time, of the Shares (as defined in Section 8.1) of
beneficial interest issued hereunder and subject to the provisions hereof.
ARTICLE I
NAME, PURPOSE AND REPRESENTATIONS
Section 1.1. Name. The name of the Trust created hereby is "Investment Trust of
California," to carry on business as "CaITRUST." So far as may be practicable, the Trustees
shall conduct the Trust's activities, execute all documents and sue or be sued under that name,
which name (and the word "Trust" wherever used herein) shall refer to the Trustees in their
capacities as Trustees, acting for and on behalf of the Trust, and not as individuals or personally,
DaCSSCI :323027.3
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. The Trust shall
constitute an agency as a public entity separate from the Participants within the meaning of
Section 6507 of the Joint Exercise of Powers Act.
Section 1.2. Purpose. The purpose of the Trust is to provide Public Agencies with an
instrumentality or agency to pool their funds and to facilitate the investment of and accounting
for such funds. Only Public Agencies, authorized under the Joint Exercise of Powers Act to
enter into joint arrangements of this nature, may own Shares, and such Public Agencies may
purchase Shares only after becoming Participants of this Trust by their governing bodies
adopting and executing this Declaration of Trust. Schedule B sets forth a list of all Participants
and shall be amended from time to time upon additional Public Agencies becoming Participants.
Section 1.3. Principal Office. The Board of Trustees shall fix and, from time to time,
may change the location of the principal executive office of the Trust at any place within the
State of California.
Section 1.4. Representations of the Participants. Each Participant represents and
warrants to the other Participants, but only as to itself, as follows:
(a) Organization as Public Agency. The Participant is duly organized and validly
existing as a Public Agency, as that term is defined in Section 6500 of the Joint Exercise of
Powers Act, and has full legal right, power and authority to enter into this Declaration of Trust
under Section 6502 of the Joint Exercise of Powers Act, to observe and perform its obligations
hereunder anal to invest its assets as provided herein; and by all necessary official actions the
Participant has duly authorized anal approved the execution hereof, the observance and
performance of its obligations hereunder and the investment of its assets as provided herein.
(b) Binding and Enforceable. This Declaration of Trust constitutes a legal, valid
and binding obligation of the Participant enforceable against the Participant in accordance with
its 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.
Section 1.5. Definitions. As used in this Declaration of Trust, the following terms
shall have the following respective meanings:
"Affiliate" shall. have tl^ie meaning set forth in Section 6 2 hereof.
"Bad Faith" shall have the meaning set forth in Section ?.3 hereof.
`Ba~_,iey-I:eene Open i~eetin~ Act" shah have the meaning set forth in Section 3.12
hereof.
"Disqualification" shall have the meaning set forth in Section 2.3(b) hereof,
"Initial Participants'' shall have the meaning set forth in the preamble hereto.
DOCSSC1:323027.3 2
"Joint Exercise of Powers Act'' shall have the meaning set forth in the recitals hereto.
"Non-Interested Trustees" shall have the meaning set forth in Section 7.7 hereof.
"Participating Trustee" shall have the meaning set forth in Section 2.2 hereof.
"Participants" shall have the meaning set forth in the preamble hereto.
"Public A ency" shall have the meaning set forth in the recitals hereto.
"Ralph M. Brown Act" shall have the meaning set forth in Section 3.12 hereof.
``Series" shall have the meaning set forth in Section 8.1 hereof.
"Shares" shall have the meaning set forth in Section 8.1 hereof.
"Trust" shall have the meaning set forth in the recitals hereto.
ARTICLE II
TRUSTEES
Section 2.1. Board of Trustees. By the execution of this Declaration of Trust as of
January 9, 2003, the Initial Participants appointed the following three (3) individuals to serve as
initial Trustees on the Board of Trustees (each, a "Trustee"):
Chuck Lomeli
Dave Ciapponi
Rob Boitano
Section 2.2. Number, Qualification, Election and Term of Trustees. The number of
Trustees shall be fixed from time to time by resolution of the Board of Trustees; p~~ovided,
howeveJ~, that the number of Trustees shall not be fewer than three (3) and not greater than fifteen
(15). At least seventy-five percent (75%) of the Trustees shall be members of the governing
body, officers or personnel of Public Agencies that are Participants or the then current
administrator of the Trust (each, a "Participating Trustee"). Other than the initial Trustees. the
Trustees shall be appointed by the Board of Trustees and approved by a majority of the
Participants in accordance with Section 9.1. Except in the event of resignations,
Disqualifications or removals pursuant to Section 2.3, each Trustee shall hoi_d off ce until his or
her successor is appointed by the Board of Trustees and approved by a majority of the
Participants in accordance with Section 9.1 and the person appointed shall have accepted in
writing such appointment.
Section 2.3. Resignation and Removal.
(a) Resignation. Any Trustee may resign his or her trusteeship (without need for
prior or subsequent accounting) by an instrument in writing signed by such Trustee and delivered
LDOCSSC 1:323027.3 3
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.
(b) Disqualification. A Trustee will cease to be qualified as a Trustee in the event,
and as of the date, such Trustee dies, is judged incompetent, or, in the case of a Participating
Trustee, is no longer a member of the governing body, officer or personnel of a Public Agency
that is a Participant or the then current administrator of the Trust, or becomes incapable cf
performing the duties of the office of Trustee, a guardian or conservator is appointed for such
Trustee, or such Trustee is otherwise disqualified from acting as a Trustee by reason of
applicable law (each, a "Disqualification").
(c) Removal by Trustees. Any Trustee may be removed, with or without cause, by
the action oftwo-thirds (2/3) of the remaining Trustees.
(d) Removal by Court. The Superior Court of the County of Sacramento,
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 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.
(e) Conveyance upon Resignation or Removal. 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.
Section 2.4. Vacancies. The term of office of a Trustee shall terminate and a vacancy
shall occur in the event of the resignation, Disqualification or removal 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 a vacancy, including a vacancy
existing by reason of an increase in the number of Trustees by the Board 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. if there shall be no remaining
Trustee, any Participant may petition the Superior Court of the County of Sacramento to appoint
a Trustee who is qualified as provided herein. Any such appointment shall not become effective,
however, until approved by a majority of the Participants in accordance with Section 9.1 and the
person appointed shall have accepted in writing such appointment. An appointment of a Trustee
may be made in anticipation of a vacancy to occur at a later date by reason of resignation,
provided that such appointment shall. not become effective prior to such resignation. Whenever a
vacancy in the number of Trustees shall occur, until such vacancy is filled as provided in this
Section 2.4, the TnwstePs in office, regardless of their r~a~~~ber, shall constitute the Board of
Trustees and shall have all the powers granted to the Board of Trustees and shall discharge all
the duties imposed upon the Board of Trustees by this Declaration of Trust.
DOCSS C 1323027.3 4
ARTICLE III
POWERS OF TRUSTEES
Section 3.1. General. The Board of 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 sale owners of the Trust property in their own right, but with such pawers of delegation as
may be permitted by this Declaration of Trust. The Board of 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 Board of Trustees deems 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 Board of
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 Board of Trustees. The
enumeration of any specific power herein shall not be construed as limiting the aforesaid pawers.
Such powers of the Board of Trustees may be exercised without order of or resort to any court.
Notwithstanding the foregoing, the investment powers of the Board of 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 without (imitation, the
restrictions set forth in Sections 53601 and 53635 of Title 5, Division 7, Part 1, Chapter 4,
Article 2 of the California Government Code.
Section 3.2. Investments. The Board of 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 Board of Trustees)
consistent with the applicable law and the investment objectives and policies of the Trust as set
forth in the Trust's Information Statement, as most recently amended or supplemented, and to
exercise any and all rights, powers and privileges of ownership ar 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 theretq 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 3.3. Legal Title. Legal title to all the Trust property shall be vested in the
Trust, except that the Board of Trustees shall have power to cause legal title to any Trust
property to be held by ar in the name of one ar more of the Trustees, ar in the name of the Trust,
or in the name of any other person as nominee, on such. terms as the Board of Trustees may
determine, prop-sided, haweveY, that the interest of the Trust therein is appropriately protected. If
the Board of Trustees causes legal title to any Trust property to be held in the name of one or
~~~are Trustees, in his, tier or their capacity as Trustee(s), 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, Disqualification or removal of a Trustee, such Trustee shall.
automatically cease to have any right, title or interest in any of the Trust property, and any right,
title and interest of such Trustee in the Trust property shall vest automatically in the Trust or
DOCSSC1:323G27.3 5
remaining Trustees, as determined by the remaining Trustees. Such vesting and cessation of title
shall be effective whether or not conveyancing documents have been executed and delivered.
Section 3.4. Issuance and Redemption of Shares. The Board of Trustees shall have
the power to issue, sell, repurchase, redeem, retire, cancel, acquire, hold, resell, reissue, dispose
of, transfer, and otherwise deal in Shares, or any Series (as defined in Section 8.1) of Shares, and
subject to the provisions hereof, to apply to any such repurchase, redemption, retirement,
cancellation or acquisition of Shares, or any Series of Shares, any funds or property of the Trust
with respect to such Shares, or Series of Shares, whether capital or surplus or otherwise, to the
full extent now or hereafter permitted by applicable law.
Section 3.5. Borrowing Money and Lending Trust Property. Subject to applicable
law, the Board of Trustees shall have power to borrow money or otherwise obtain credit and to
secure the same by 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 3.6. Delegation and Committees. The Board of Trustees shall have power to
delegate from time to time to committees of Trustees 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 Board of Trustees may deem expedient, to
the same extent as such delegation is permitted by applicable law.
Section 3.7. Collection and Payment. The Board of 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 3.8. Expenses and Limits Thereon. The Board of Trustees shall have the
power to incur and pay any reasonable expenses which in the opinion of the Board of Trustees
are necessary or incidental to carry out any of the purposes of this Declaration of Trust. The
Board of Trustees shall. fix the compensation, if any, of all officers and employees who are not
Trustees.
Section 3.9. Litigation. The Board of 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 Tnzst 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 Board of Trustees or any appropriate committee thereof, in the
exercise of 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 in such Participant's own name or in the name of the Trust, whether ar not the Trust
or any of the Trustees may be named individually therein or the subject matter arises by reason
of business for or on behalf of the Trust.
DOCSSC1:323027.3
Section 3.10. Miscellaneous Powers.
(a) Specific Powers. The Board of Trustees shall have the power to: (i) employ or
contract with such persons as the Board of Trustees may deem desirable for the transaction of the
affairs of the Trust; (ii) to the extent permitted by applicable law, enter into joint ventures,
partnerships and any other combinations or associations; (iii) in accordance herewith, 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 ar more committees which may exercise some or all
of the power and authority of the Board of Trustees as the Board of Trustees may determine; (iv)
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; (v) to the extent permitted by applicable law, indemnify any person with whom the
Trust has dealings to such extent as the Board of Trustees shall determine, including, without
limitation, any administrator of the Trust; (vi) determine and change the fiscal year of the Trust
and the method by which its accounts shall be kept; and (vii) adopt a seal for the Trust, but the
absence of such seal shall not impair the validity of any instrument executed an behalf of the
Trust.
(b) Other Powers. In addition to the specific powers set forth above, the Board of
Trustees shall also have all other powers consistent with the Joint Exercise of Powers Act and
reasonably necessary from time to time to carry out the purposes of the Trust as set forth in
Section 1.2.
Section 3.11. Manner of Acting. Except as otherwise provided herein, any action
required or permitted to be taken by the Board of Trustees may be taken by a majority of the
Trustees present at a meeting of Board of Trustees (a quorum being present), or, to the extent
permitted by applicable law, without a meeting if a majority of the Trustees shall. individually or
collectively consent in writing to that action, which written consent may be effected by email or
other electronic means (such consent may serve as a written instrument or other writing by the
requisite number of Trustees). Such action by written consent shall have the same force and
effect as a majority vote of the Board of Trustees. Such written consent or consents shall be filed
with the minutes of the proceedings of the Board of Trustees.
Section 3.12. Regular and Special li'Ieetir~gs. Regular and special meetings of the
Board of Trustees shall be governed by and held in accordance with the provisions of Title 5,
Division 2, Chapter 9 of the California Government Code (the "Ralph M. Brown Act") and Title
2, Division 3, Part 1, Chapter 1, Article 9 of the California Government Code (the "Ba~ley-
Keene Qpen Iti~eetin~~, Act").
Section 3.13. Pees and Compensation of Trustees. Trustees and members of
committees may receive such compensation, if any, for their services and such reimbursement of
expenses as may be fixed or determined by the Board of Trustees. This Section 3.13 shall not be
DOCSSC1;323027.3 7
construed to preclude any Trustee from serving the Trust in any other capacity as an officer,
agent, employee, or otherwise and receiving compensation for thane sen~ices.
ARTICLE IV
COMMITTEES
Section 4.1. Committees of Trustees. A majority of the Trustees may designate one
ar mare committees, each consisting of two (2) or more Trustees, to serve at the pleasure of the
Board of Trustees, and may designate one or more Trustees as alternate members of any
committee who may replace any absent member at any meeting of the committee. Any
committee, to the extent provided in the resolution of the Board of Trustees delegating such
authority to such committee, shall have the authority of the Board of Trustees, except with
respect to:
(a) the approval of any action which under applicable law also requires Participants'
approval or approval of the outstanding Shares, or requires approval by a majority of the entire
Board of Trustees or certain members of the Board of Trustees;
(b) the filling of vacancies on the Board of Trustees or in any committee;
(c) the fixing of compensation of the Trustees for serving on the Board of Trustees or
on any committee;
(d) the amendment or repeal of this Declaration of Trust;
(e) the amendment or repeal of any resolution of the Board of Trustees which by its
express terms is not so amendable or repealable;
(f) the approval of any administration agreement or investment advisory agreement;
or
(g) the appointment of any other committees of the Board of Trustees or the members
of these committees.
Section 4.2. Meetings and Action of Committees. Meetings and action of
committees shall be governed by and held and taken in accordance with the provisions of
Sections 3.11 and 3.12, with such changes in the context thereof as are necessary to substitute the
committee and its members far the Board of Trustees and its members. The Board of Trustees
may adopt rules for the governance of any committee not inconsistent with the provisions hereof.
DOCSSC1:323027.3 $
ARTICLE V
OFFICERS
Section 5.1. Officers. The Trust shall have a Treasurer and may have a Chairman of
the Board, President and Secretary and such other officers as the Board of Trustees may
determine. Any number of offices may be held by the same person.
Section 5.2. Election of Officers. The officers of the Trust shall be appointed by the
Board of Trustees, or by such other officer upon whom such power of appointment may be
conferred by the Board of Trustees, to serve at the pleasure of the Board of Trustees and have
such authority and perform such duties as the Board of Trustees may from time to time
determine, subject to the rights, if any, of an officer under any contract of employment.
Section 5.3. Removal of Officers. Subject to the rights, if any, of an officer under any
contract of employment, any officer may be removed, either with or without cause, by the Board
of Trustees or by such other officer upon wham such power of removal may be conferred by the
Board of Trustees.
Section 5.4. Resignation of Officers. Any officer may resign at any time by giving
written notice to the Board of Trustees. Any resignation shall take effect as of the date of the
receipt of that notice or at any later time specified in that notice, and unless othenuise specified
in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any
resignation is without prejudice to the rights, if any, of the Trust under any contract to which the
officer is a party.
Section 5.5. Vacancies in Offices. A vacancy in any office because of death,
resignation, removal or any other cause shall be filled in the manner prescribed herein. for regular
appointment to that office. The Chairman of the Board or the President may make temporary
appointments to a vacant office pending action by the Board of Trustees.
ARTICLE VI
ADMINISTRATIVE, INVESTMENT ADVISORY AND
OTHER SERVICES TO TRUST
Section 6.1. Administrative, Investment Adviser and Approval of Agreements.
The Board of Trustees is 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 inay 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 Tnast, and consistent •~~ith the Board of
Trustees' ultimate responsibility as stated above, the Board of Trustees shall have the power to
appoint, employ or contract with any person (including one or more of the Trustees or any
corporation, partnership or trust in which one or more of them may be directors, officers,
stockholders, partners or trustees) as the Board of Trustees may deem necessary or proper for the
transaction of the business of the Trust. The Board of Trustees may in its discretion, from time
DOCSSC 1:323027.3
to time, enter into an administrative, investment advisory, or other management contract on
behalf of the Trust 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 Board of Trustees may in its discretion determine. The Board of 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 Boa,: d
of Trustees, and to make decisions which conform to general policies and general principles
previously established by the Board of Trustees. The Board of Trustees may authorize the
investment adviser to effect 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 Board of Trustees. Any such purchases, sales, loans and exchanges
shall be deemed to have been authorized by all of the Trustees.
Section 6.2. Compensation of Investment Adviser and Others. The Board of
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; p~•nvided, 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. For purposes of this
Declaration of Trust, "Affiliate" shall mean, as to any person, any other person who owns
beneficially, directly or indirectly, at least 5% of the outstanding capital stock ar equity interest
of such person or of any other person who controls, is controlled by or is under common control
with such persan, 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 persan.
Section 6.3. Other Activities of Investment Adviser. The investment adviser shall
not be required to administer the investment activities of the Trust as its sale 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).
Section 6.4. Investment Program. 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 «~ith the applicable law and the investment policies and objectives of the Trust as set
faith in the Trust's Information Statement, as most recently amended or supplemented, but
neither the investment adviser nor any Affiliate of the investment adviser shall be obligated to
present any particular investment opportunity to the Trust even if such. opportunity is of a
character which, if presented to the Trust, could be taken by the Trust. Subject to the foregoing,
the investment adviser shall be protected in taking for its own. account or recommending to
others any particular investment opportunity.
Section 6.5. Other Services to the Trnst. The Trustees may from time to time enter
into contracts or agreements with independent contractors in the discretion of the Board of
DOCSSC1:323027.3 1 d
Trustees to carry out the following functions: (i) transfer agent, record keeper and dividend
disbursing agent; (ii) administrator, to maintain the books and records of the Trust, to supervise
all aspects of the Trust's operations, including periodic updating of the Trust's Information
Statement, to prepare the Trust's tax returns and periodic reports to Participants, to compute the
Trust's daily net asset value and yield, to provide office space, equipment and facilities necessary
for the Trust's operations and to provide such other administrative services as the Trustees may
require; (iii) distributor, to act as the Trust's sales agent for the distribution of the Shares, (iv)
customer service agent, to provide information to Public Agencies which are Participants or are
interested in becoming Participants; (v) custodian bank, to hold all money and securities
constituting the Trust property; (vi) independent certified public accountants, to perform an
annual audit and provide such other services as the Trustees may require, and (vii) legal counsel.
The foregoing specific list shall not prevent the Trustees from employing other persons to
provide such advice, assistance or services as the Board of Trustees may from time to time
require to carry out the purposes of the Trust as set forth in Section 1.2.
ARTICLE VII
LIMITATIONS OF LIABILITY OF PARTICIPANTS,
TRUSTEES AND OTHERS
Section 7.1. No Personal Liability of Participants, Trustees and Others. No
Participant 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. Subject to Section 7.3, no Trustee,
officer, employee ar 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 debts, liabilities and obligations of the Trust shall not
be the debts, liabilities and obligations of any Participant, Trustee, officer, employee or agent of
the Trust, unless otherwise provided in this Declaration of Trust; provided, however, that in such
case, such debts, liabilities and obligations shall be limited to the value of the Trust's assets,
Section 7.2. Indemnification of Participants. 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; p~~QVic~'ed, IioV~er~e~~, t hat such indemnity or reirribursement 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 7.2 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 7.3. Bad Faith of Trustees and Others. No Trustee, officer, employee or
agent of the Trust shall be liable to the Trust, or to any Participant, Trustee, officer, employee or
DOCSSC1:3230273 1 1
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 his or her own
bad faith, willful misfeasance, negligence or reckless disregard of duty (collectively, "Bad
Faith").
Section 7.4. Indemnification of Trustees and Others from Third-Party Actions.
The Trust shall indemnify any person who was or is a party ar is threatened to be made a party to
any proceeding (other than an action by or in the right of the Trust) by reason of the fact that
such person is or was a Trustee, officer, employee or agent of the Trust, against expenses,
judgments, fines, settlements and other amounts actually and reasonably incurred in connection
with such proceeding, if it is determined that person acted in good faith and reasonably believed:
(i) in the case of conduct in his ar her official capacity as a Trustee of the Trust, that his or her
conduct was in the Trust's best interests, (ii) in all other cases, that his or her conduct was at least
not opposed to the Trust's best interests, and (iii) in the case of a criminal proceeding, that he or
she had na reasonable cause to believe the conduct of that person was unlawful. The termination
of any proceeding by judgment, order, sett]ement, conviction or upon a plea of polo contendere
or its equivalent shall not of itself create a presumption that the person did not act in good faith
and in a manner which the person reasonably believed to be in the best interests of the Trust or
that the person had reasonable cause to believe that the person's conduct was unlawful.
Section 7.5. Indemnification of Trustees and Others from Trust Actions. The
Trust shall indemnify any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action by or in the right of the Trust to procure a judgment in
its favor by reason of the fact that such person is or was a Trustee, officer, employee or agent of
the Trust, against expenses actually and reasonably incurred by that person in connection with
the defense or settlement of that action if that person acted in good faith, in a manner that person
believed to be in the best interests of the Trust and with such care, including reasonable inquiry,
as an ordinarily prudent person in a like position would use under similar circumstances.
Section 7.6. Indemnification of Trustees and Others for Successful Defense. To the
extent that a Trustee, officer, employee ar agent of the Trust has been successful on the merits in
defense of any proceeding referred to in Sections 7.4 or 7.5 or in defense of any claim, issue or
matter therein, before the court or other body before whom the proceeding was brought, such
person shall. be indemnified against expenses actually and reasonably incurred in connection
therewith.
Section 7.7. Advance of Expenses. Expenses incurred in defending any proceeding
may be advanced by the Trost before the final disposition of the proceeding upon a written
undertaking by or on behalf of the Trustee, officer, employee or agent of the Trust, to repay the
amount of the advance if it is ultimately determined that he or she is not entitled to
indemnification, together with at least one of the following as a condition to the advance: (i)
security for the undertaking; or (ii) the existence of insurance protecting the Trust against losses
arising by reason of any lawful advances; or (iii) a determination by a majority of the Trustees
who are not parties to the proceeding ("Non-Interested Trustees"), or by independent Legal
counse] in a written opinion, based on a review of readily available facts, that there is reason to
believe that such person ultimately will be found entitled to indemnification.
DOCSSC1:323027.3 12
Section 7.8. Exclusions and Limitations of Indemnification of Trustees and
Others. Notwithstanding the foregoing, no indemnification. or advance shall be made under
Sections 7.4 to 7.7:
(a) Bad Faith. For any liability arising by reason of Bad Faith of the Trustee, officer,
employee or agent of the Trust.
(b) Improper Personal Benefit. In respect of any claim, issue, or matter as to which
that the Trustee, officer, employee or agent of the Trust shall have been adjudged to be liable on
the basis that personal benefit was improperly received by him or her, whether or not the benefit
resulted from an action taken in the person's official capacity.
(c) Otherwise Prohibited. In any circumstances where it appears that it would be
inconsistent with any condition expressly imposed by a court, any provision of this Declaration
of Trust, or any agreement in effect at the time of accrual of the alleged cause of action asserted
in the proceeding in which the expenses were incurred or other amounts were paid which
prohibits or otherwise limits indemnification or advance.
(d) Limited to Trust's Assets. In any amount, individually or in the aggregate, that
exceeds the value of the Trust's assets. If there are concurrent indemnifications of multiple
Participants under this Article VII, such indemnifications shall be made on a pro rata basis up to
the value of the Trust's assets.
Section 7.9. Required Approval. No indemnification or advance shall be made under
Sections 7.4 to 7.7 unless and until it is determined, by a majority of the Non-Interested Trustees,
or by independent legal counsel in a written opinion, based on a review of readily available facts,
that indemnification of the Trustee, officer, employee or agent of the Trust is proper in the
circumstances because such person has met the applicable standard of conduct set forth in
Sections 7.4 to 7.7, as applicable, and such indemnification is not excluded by reason of
Section 7.8.
Section 7.10. Insurance. The Trust shall purchase and maintain insurance on behalf of
any Trustee, officer, employee or agent of the Trust against any liability asserted against or
incurred by such person in such capacity or arising out of such person's status as such, but onlyT
to the extent that the Trust would have the power to indemnify such person against that liability
hereunder, unless the Board determines that such insurance is not cost effective for the Trust or
is otherwise impracticable.
Section 7.11. E+iduciaries of Employee Benefit Plan. This Article does not apply to
any proceeding against any trustee, investment manager or other fiduciary of an employee
benefit plan in that person's capacity as such, even though that person may also be a Trustee,
officer, employee or agent of the Trust. Nothing contained in this Article shall limit any right to
indemnification to which such a trustee, investment manager, or other fiduciary may be entitled
by contract or otherwise which shall be enforceable to the extent permitted by applicable law
other than this Article.
DOCSSC1:323027.3 13
Section 7.12. Surety Bond Required. The Board of Trustees shall obtain a surety bond
in such amounts and with such terms as they shall determine pursuant to Section 6505.1 of Title
1, Division 7, Chapter S of the Government Code of the State of California.
Section 7.13. No Duty of Investigation and Notice in Trust Instruments. No
purchaser, lender, transfer agent, record keeper or other person dealing with any Trustee, 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 such Trustee, officer, employee or agent ar be liable for the
application of money or property paid, loaned, or delivered to or on the order of such Trustee,
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 any Trustee shall recite that
it is executed by such Trustee not individually, but in the capacity as Trustee under this
Declaration of Trust, and that the obligations of any such instruments are not binding 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 7.14. Reliance on Experts. Each Trustee, officer, employee and agent 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, record keeper,
custodian, distributor accountants, appraisers or other experts or consultants selected with
reasonable care by the Trustees, officers, employees or agents of the Trust.
Section 7.15. Immunity from Liability. All of the privileges and immunities from
liability, all exemptions from laws, ordinances and rules, and all pension, relief, disability,
«~orkmen's compensation, and other benefits which apply to the activity of the Trustees, officers,
employees or agents of the 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.
Section 7.16. Further Restriction of Duties and Liabilities. Without limiting the
foregoing provisions of this Article VII, the Trustees, officers, employees, agents and
Participants of the Tn~st shall in no event have any greater duties ar liabilities than those impaled
by applicable law as shall be in effect from time to time.
ARTICLE VIII
SHARES OF BENEFICIAL INTEREST
Section 8.1. Shares of Beneficial Interest. The interests of the Participants hereunder
shall be divided in o transferable units to be called Shares of beneficial interest, $0.01 par value
(the "Shares"). The number of Shares authorized hereunder is unlimited. Subject to Section 8.2,
Docssci:3zso2~.s l4
the Board of Trustees may establish and designate from time to time any number of series of
Shares (each, a "Series"), the proceeds of which may be invested in separate, independently
managed portfolios. Each Share of any Series shall represent an equal proportionate share in the
Trust assets with respect to such Series with each. other Share in such Series. The Trustees may
divide or combine the shares of any Series into a greater or lesser number of shares of such
Series without thereby changing the proportionate interests in the Trust assets with respect to
such Series. There is hereby established and designated ±hree (3} initial Series of Shares to be
known as: (i) the "CaITRUST Short-Term Fund" Series, (ii} the "CaITRUST Medium-Term
Fund" Series, and (iii) the "Ca1TRUST Long-Term Fund" Series. 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.
Section 8.2. Series of Shares. The following provisions shall be applicable to each
Series of Shares established and designated by the Board of Trustees:
(a} Number and Classification. The number of shares of each Series that may be
issued shall be unlimited. The Board of Trustees may classify or reclassify any unissued shares
of any Series or any Shares previously issued and reacquired into one or more Series that may be
established and designated from time to time. Shares reacquired by the Trust shall be canceled
and restored to the status of authorized and unissued Shares undesignated as to Series.
(b) Trust Assets. All consideration received by the Trust for the issue or sale of
Shares of a particular Series, together with all assets in which such 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
that Series far all purposes, subject only to the rights of creditors, and shall be so recorded upon.
the books of account of the Trust. In the event that there are any assets, income, earnings,
profits, or proceeds thereof, or funds or payments which are not readily identifiable as belonging
to any particular Series, the Board of Trustees shall allocate them among any one or more of the
Series 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 Board of Trustees
shall be conclusive and binding upon the Participants in all Series for all purposes.
(c) Trust Liabilities. The assets belonging to each particular Series shall be charged
with the liabilities of the Trust in respect of that Series, as with all expenses, costs, charges and
reserves attributable to that Series, and any general liabilities, expenses, costs, charges or
reserves of the Tnast ~~~hich are not readily identifable as belonging to any pa~~icular Series shall
be allocated anal charged by the Board of Trustees to and among any one or more of the Series
established and. designated from time to time in such manner and on such basis as the Board of
Trustees in their sole discretion deem fair and equitable. Each allocation of liabilities, expenses,
costs, charges and reserves by the Board of Trustees shall be conclusive and binding upon the
Participants in all Series for all purposes.
(d) Dividends and ~IStrtbutions. All dividends and distributions on Shares of a
particular Series shall be distributed pro rata to the Participants in that Series in proportion to the
DOCSSC1:323(J273 1
number of Shares of that Series held by such Participants at the date and time of record
established pursuant hereto far the payment of such dividends or distributions.
(e) Liquidation. In the event of the liquidation of a particular Series, the Participants
in that Series which is being liquidated shall be entitled to receive, when anal as declared by the
Board of Trustees, the excess of the assets belonging to that Series over the liabilities belonging
to that Series. The Participants in an_y Series shall not be entitled thereby to any distribution
upon liquidation of any other Series. The assets so distributable to the Participants in any Series
shall be distributed among such Participants in proportion to the number of Shares of that Series
held by them and recorded on the books of the Trust. The liquidation of any particular Series in
which there are Shares then outstanding may be authorized by an instrument in writing, without a
meeting, signed by a majority of the Trustees, without the approval of the outstanding voting
Shares of that Series.
(f) Conversion and Ezchange. The Board of Trustees shall have the authority to
provide that the Participants in any Series shall have the right to convert or exchange the Shares
of such Series for or into Shares of one or more other Series in accordance with such
requirements and procedures as may be established by the Board of Trustees.
(g) Designations. The Board of Trustees shall have the power to determine the
designations, preferences, privileges, limitations and rights, including approval and dividend
rights, of each Series of Shares. Subject to the provisions of this Section 8.2, all Shares of all
Series shall have identical rights and privileges, except insofar as variations thereof among Series
shall have been determined and fixed by the Board of Trustees.
(h) Additional Series. The establishment and designation of any Series of Shares in
addition to the three (3) initial Series established and designated in Section 8.1 shall be effective
upon the execution by a majority of the Trustees of an instrument setting forth such
establishment and designation anal the relative rights, preferences, approval powers, restrictions,
limitations as to dividends, qualifications, and terms and conditions of redemption of such. Series
or as otherwise provided in such instrument. At any time that there are no Shares outstanding of
any particular Series previously established and designated, the Board of Trustees may by an
instrument executed by a majority of the Trustees abolish that Series and the establishment and
designation thereof. Each instrument referred to in this Section 82(h) shall constitute an
amendment to this Declaration of Trust.
Section 8.3. Rights of Participants. 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 Board of Trustees, and the Participants 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
,:,cr Can they be called upon to assu~~,e any losses Gf the T1 ust Or suffer an assessment Of any xlnd
by virtue of their ownership of 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.
DOCSSC1:3230273 16
Section 8.4. Trust Only. It is the intention of the Trustees to create only the
relationship of trustee and beneficiary between the Trustees and each Participant from time to
time. It is not the intention of the Trustees to create a general partnership, limited partnership,
joint stock association, corporation bailment ar any form of legal relationship other than a trust
and a joint arrangement of the Participants as described in Section 1.2. Nothing in this
Declaration of Trust shall be construed to make the Participants, either by themselves or with the
Trustees, partners or members of a partnership or a joint stack association.
Section 8.5. Register of Shares. A register shall be kept at the principal executive
office of the Trust or at such place as the Board of Trustees shall designate containing the names
and addresses of all Participants and the number and Series of Shares held by them respectively
and a record of all transfers thereof. Such register shall be conclusive as to which Public
Agencies are the holders of the Shares and which Public Agencies shall be entitled to receive
distributions or otherwise to exercise or enjoy the rights of Participants. No Participant shall be
entitled to receive payment of any distribution, nor to have rights given to it as herein provided,
until its correct name and address has been given to the transfer agent, record keeper or such
other officer or agent of the Trust as shall keep the register. The Board of Trustees, in its
discretion, may but need not authorize the issuance of Share certificates and promulgate
appropriate rules and regulations as to their use.
Section 8.6. 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 or record keeper 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 Participant of record shall be deemed to be
the holder of such Shares for all purposes hereunder and neither the Trustees nor any transfer
agent or record keeper 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
Participant or the Trust itself. Any attempted transfer to any other person shall be void and of no
effect.
Section 8.7. hTotiees. Any and all notices and communications to which a Participant
may be entitled shall be deemed duly given or made if delivered in person or mailed, postage
prepaid, addressed to the Participant of record at its address as recorded on the register of the
Trust. In addition to any other notice or communication to which a Participant may be entitled,
each Participant shall be entitled to notice of any amendment to this Declaration of Trust or of
any matter which is approved by the Participants.
Section 8.8. Approval .Powers. The following matters alone shall require the approval
of all or a certain percentage of the Participants as provided herein: {i) the appointment of
Trusiees as provided in Sections 2.2 and 2.4, (ii) termination of the Trust as provided in Section
12.2, (iii) amendment of this Declaration of Trust to the extent provided in Section 12.3, (iv)
merger, consolidation or sale of assets of the Trust as provided in Section 12.4, (v) a material
change in the investment restrictions or fundamental policies of the Trust as set forth in the
Trust's Information Statement, as most recently amended or supplemented, except as set faith
therein, and (vi) such additional matters relating to the Trust as may be required by this
DOCSSC 1:323027.3 17
Declaration of Trust or as the Board of Trustees may consider necessary or desirable.
Participants shall be entitled to exercise such approval powers in proportion to the number of full
and fractional Shares held. Shares shall not be cumulated for the purpose of approving the
appointment of Trustees. Until Shares are issued, the Board of Trustees may exercise all rights
of Participants and may take any action required by applicable law or this Declaration of Trust to
be taken. by Participants.
ARTICLE IX
MEETINGS (JF PARTICIPANTS
Section 9.1. Voting. The Participants entitled to vote or take action at any meeting or
without a meeting of Participants shall be determined in accordance with this Article IX. The
Participants' vote may be by voice vote or by ballot. Shares of each Series shall be voted and
shall be counted based on the relative net asset value of each Share, and all Shares of all Series
shall be voted together as one class, except far matters that relate exclusively to a particular
Series for which only holders of Shares of that Series shall vote. Any Participant may vote part
of the Shares in favor of the proposal and refrain from voting the remaining Shares or, vote them
against the proposal, but if the Participant fails to specify the number of Shares which the
Participant is voting affirmatively, it will be conclusively presumed that the Participant's
approving vote is with respect to the total Shares that the Participant is entitled to vote on such
proposal.
Section 9.2. Action «ithout Meeting. Any action which may be taken at any meeting
of Participants may be taken without a meeting and without prior notice if a consent in writing
setting forth the action so taken is signed by the holders of outstanding Shares having not less
than the minimum number of votes that would be necessary to authorize or take that action at a
meeting at which all Shares entitled to vote on that action were present and voted. All such
consents shall be filed with the Secretary or such other designated officer of the Trust and shall
be maintained in the Trust's records. A Participant's written consent may be revoked by a
writing received by the Secretary or such other designated officer of the Trust before written
consents of the number of Shares required to authorize the proposed action have been filed with
the Secretary or such other designated officer of the Trust. If the Secretary or other designated
officer of the Trust shall have mailed or otherwise provided in accordance with Section 8.7 a
request for consent to action without a meeting and without prior notice to any Participant and
thirty (30) days after such request has been mailed or otherwise provided in accordance with
Section 8.7 to such Participant, the Secretary or other designated officer of the Trust shall not
have received an approval or rejection from such Participant of the request for consent to action
without a meeting and without prior notice, it shall be conclusively presumed that (i) such
Participant has approved the request for action for which. consent was requested and (ii) such
Participant's approval is with respect to the total Shares that the Participant is entitled to vote on
such request.
Section 9.3. Notice of Action Without Meeting. The Secretary or such other
designated officer of the Trust shall give prompt notice to all Participants of any action approved
by the Participants without a meeting. This notice shall. be given in the manner specified in
Section 8.7.
DOCSSC1:323027.3 1$
Section 9.4. Meetings. Meetings of Participants shall be governed by and held in
accordance with the provisions of the Ralph M. Brown. Act and the Bagley-Keene Open Meeting
Act.
Section 9.5. Proxies. Every person entitled to vote on any matter shall have the right
to do so either in person or by one or more agents authorized by a written proxy signed by the
person and filed with the Secretary or such other designated officer of the Trust. A proxy shal_1
be deemed signed if the Participant's name is placed on the proxy (whether by manual signature,
typewriting, telegraphic transmission or otherwise) by the Participant or the Participant's
attorney-in-fact. A validly executed proxy which does not state that it is irrevocable shall
continue in full. force and effect unless (i) revoked by the person executing it before the vote
pursuant to that proxy by a writing delivered to the Trust stating that the proxy is revoked or by a
subsequent proxy executed by, or attendance at the meeting and voting in person by the person
executing that proxy; or (ii) written notice of the death or incapacity of the maker of that proxy is
received by the Trust before the vote pursuant to that proxy is counted; provided, however, that
no proxy shall be valid after the expiration of eleven (11) months from the date of the proxy
unless otherwise provided in the proxy.
Section 9.6. Inspectors.
(a) Appointment. Before any meeting of Participants, the Board of Trustees may
appoint any persons, other than Trustees whose appointment is to be approved at such meeting,
to act as inspectors at the meeting or its adjournment. If no inspectors are so appointed, the
chairman of the meeting may, and on the request of any Participant or a Participant's proxy shall,
appoint inspectors at the meeting. The number of inspectors shall be either one (1) or three (3).
If inspectors are appointed at a meeting on the request of one or more Participants or proxies, the
holders of a majority of Shares or their proxies present at the meeting shall determine whether
one (1) or three (3) inspectors are to be appointed. If any person appointed as inspector fails to
appear or fails or refuses to act, the chairman of the meeting may, and on the request of any
Participant or a Participant's proxy shall, appoint a person to fill the vacancy.
(b) Duties. These inspectors shall:
(i) Determine the number of Shares outstanding and the voting power of
each, the Shares represented at the meeting, the existence of a quorum and the authenticity,
validity and effect of proxies;
(ii) Receive votes, ballots or consents;
(iii) Hear and determine all challenges and questions in any way arising in
connection with the right to vote;
(iv) Count and tabulate all votes or consents;
(v) Determine when the polls shall c]ose;
(vi) Determine the result; and
DOCSSC 1 :323027.3 1 9
(vii} Do any other acts that may be proper to conduct the election or vote with
fairness to all Participants.
Section 9.7. Record Date for Participant Notice, Voting and Giving Consents.
(a) Fixed Record Date. For purposes of determining the Participants entitled to
notice of any meeting or to vote or entitled to give consent to action without a meeting, the
Board of Trustees may fix in advance a record date which shall not be more than ninety (90)
days nor fewer than seven (7) days before the date of any such meeting.
(b) Deemed Record Date. If the Board of Trustees does not so fix a record date:
(i) The record date for determining Participants entitled to notice of or to vote
at a meeting of Participants shall be at the close of business on the business day next preceding
the day on which notice is given. or if notice is waived, at the close of business on the business
day next preceding the day on which the meeting is held.
(ii) The record date for determining Participants entitled to give consent to
action in writing without a meeting, when no prior action by the Board of Trustees has been
taken, shall be the day on which the first written consent is requested, or, when prior action of
the Board of Trustees has been taken, shall be at the close of business on the day on which the
Board of Trustees adopts the resolution relating to that action.
ARTICLE X
REDEMPTIONS
Section 10.1. Section 10.1 Redemptions. In case any Participant at any time desires
to dispose of its Shares, it may deposit a written request or other such form of request as the
Board of Trustees may from time to time authorize, at the office of the transfer agent or record
keeper 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 or record keeper 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 Article XI. Payment
for redemption shall be made to the Participant within the number of business days specified in
the Trust's Information Statement, as most recently amended or supplemented, unless the date of
payment is postponed pursuant to Section 10.2, in which event payment may be delayed beyond
such period.
Section 10.2. Snspension of Right of Redemption. The Board of 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 c1_osed other
than customary «=eekend 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 Board of 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
DOCSSC1:323027.3 2Q
of redemption or payment on redemption until the Board of 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 Board of Trustees shall be conclusive). In the case
of a suspension of the right of redemption, a Participant may either withdraw its request for
redemption or receive payment based on the net asset value existing after the termination of the
suspension.
Section 10.3. Redemptions to Reimburse Trust for Loss on Nonpayment for Shares
or for Other Charges. The Board of Trustees shall have the power to redeem Shares owned by
any Participant to the extent necessary (i) to reimburse the Trust for any loss it has sustained by
reason of the failure of such Participant to make full payment for Shares purchased by such
Participant, or (ii) to collect any charge relating to a transaction effected for the benefit of such
Participant which is applicable to Shares as provided in the Trust's Information Statement, as
most recently amended or supplemented. Any such redemption shall be effected at the
redemption price determined in accordance with Section 10.1.
Section 10.4. Redemptions Pursuant to Constant Net Asset Value Policy. The
following provisions shall apply to any Series of Shares of the Trust during any period that the
Board of Trustees, in its discretion, establishes a policy of maintaining a constant net asset value
per Share. If for any reason the net income of the Trust attributable to such Series shall, at the
time of any determination thereof in accordance with Article XI, be a negative amount, then the
Board of Trustees shall have power to cause the number of outstanding Shares of such Series to
be reduced by requiring each Participant to contribute to the capital of the Series of the Trust
such Participant's proportionate part of the total number of Shares of such Series which have an
aggregate current net asset value equal as nearly as may be practicable to the negative amount of
the Series' net income. Each Participant, by becoming a registered holder of Shares, agrees to
make any such contribution which may be required.
Section 10.5. Redemptions in Kind. Payment for Shares redeemed pursuant to
Section 10.1 may, at the option of the Board of Trustees, or such officer or officers as the Board
of Trustees may duly authorize for the purpose, in their complete discretion be made in cash, or
in kind, or partially in cash anal partially in kind. In case of payment in kind, the Board of
Trustees, or its 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 I0.6. Minimum investment. The Board of Trustees shall have the power to fix
the minimum investment for Participants expressed in dollars or Shares, or both. ~~Vhenever a
Participant's investment is less than the minimum established by the Board of Trustees, the
Beard of T; Ustees n7ay redeem the Shares of such Participant, provided, ho~~~ever, that thirty (30)
days prior notice is given to such Participant. if the Board of Trustees changes the minimum
investment to an amount greater than the investment of any Participant at the time that such
change becomes effective, the investment of such Participant shall not be redeemed without such
Participant's consent.
DOCSSC 1:323027.3 21
ARTICLE XI
DETERMINATION OF NET ASSET VALUE,
NET INCOME AND DISTRIBUTIONS
Section 11.1. Net Asset, Net Income and Distribution Procedures as Determined by
the Board of Trustees. The Trust's Information Statement, as most recently amended or
supplemented, sets forth such. bases and times for determining the per Share net asset value of
the Shares, the net income of the Trust, and the declaration and payment of distributions, as the
Board of Trustees, in its absolute discretion, may prescribe and deem necessary or desirable.
ARTICLE XII
DURATION, TERllZINATION AND AMENDMENT
Section 12.1. Duration. The Trust shall continue without limitation of time but subject
to the provisions of this Article X[I.
Section 12.2. Termination of Trust.
(a) By Vote. The Trust may be terminated by the vote of the majority of the
Trustees, subject to approval of the holders of not less than two-thirds (2J3) of the Shares
outstanding.
(b) ~iVinding Up Activities. 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 Board of 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 mare persons at public or private sale for consideration
«jhich may consist in «~hole 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, however,
that any sale, conveyance, assignment, exchange, transfer or other disposition of all ar
substantially all the Trust property shall require approval in accordance with Section 12.4; 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 Board of Trustees may distribute the remaining Trust property, in cash or in
kind or partly in cash and partly in kind, among the Participants according to their respective
beneficial. interests.
(c) Effect of Termination. After termination of the Trust and distribution to the
Participants 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
DOCSSC1:3230273 22
Trustees shall thereupon be discharged from all further liabilities and duties hereunder, and the
rights and interests of all Participants shall thereupon cease.
Section 12.3. Amendment Procedure.
(a) By Vote and Majority Approval. This Declaration. of Trust may be amended by
the vote of a majority of the Trustees, except to the extent an amendment would adversely affect
one or more Series, in which case the amendment shall be subject to approval by a majority of
the Shares of any Series affected by such amendment. Among other things, the Board of
Trustees may also amend this Declaration of Trust without such Participant approval to change
the name of the Trust or any Series, to establish anal designate additional Series, 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 Participants, or as otherwise provided herein, but the Trustees shall not be liable for
failing to do so.
(b) By Vote and Super Majority Approval. No amendment may be made under
this Section 12.3 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 (2/3} of the Shares outstanding and the holders of two-
thirds (2i3) of the Shares of any Series affected by such amendment. 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
Participants.
(c) Certificate of Amendment. A certificate signed by a majority of the Trustees
setting forth an amendment and reciting that it was duly adopted by the Trustees andlor approved
by the Participants, or 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 12.4. Merger, Consolidation and Sale of Assets. To the eh~tent permitted by
law, the Trust may merge into or consolidate a Series of Shares ujith any other corporation,
association, trust or other organization or may sell, lease or exchange all or substantially all. of
the Series' property, including its goodwill, upon such terms and conditions and for such
consideration when and as authorized by vote of a majority of the Trustees and approved by a
majority of the Shares of any Series affected.
ARTICLE Xll_TII
REC®RI)S Al~'D REPCJ~1tTS
Section 13.1. Maintenance and Inspection of Records. The accounting books and
records and minutes of proceedings of the Participants and the Board of Trustees and any
committee or committees of the Board of Trustees shall be kept at such place or places
DOCSSC1:323027.3 23
designated by the Board of Trustees or in the absence of such designation, at the principal
executive office of the Trust. The minutes shall be kept in written. form and the accounting
books and records shall be kept either in written form or in any other form capable of being
converted into written farm. The minutes and accounting books and records shall be open to
inspection upon the written demand of any Participant at any reasonable time during usual
business hours for a purpose reasonably related to the Participant's interests as a Participant. The
inspection may be made in person or by an agent or attorney and shall include the right to copy
and make extracts.
Section 13.2. Inspection by Trustees. Every Trustee shall have the absolute right at
any reasonable time to inspect all books, records, and documents of every kind and the physical
properties of the Trust. This inspection by a Trustee may be made in person or by an agent or
attorney and the right of inspection includes the right to copy and make extracts of documents.
Section 13.3. Financial Statements and Audits. A copy of any financial statements
and any income statement of the Trust for each quarterly period of each fiscal year and
accompanying balance sheet of the Trust. as of the end of each such period that has been prepared
by the Trust shall be kept on file in the principal executive office of the Trust for at least twelve
(12) months and each such. statement shall be exhibited at all reasonable times to any Participant
demanding an examination of any such statement or a copy shall be mailed to any such
Participant. The quarterly income statements and balance sheets referred to in this Section shall
be accompanied by the report, if any, of any independent accountants engaged by the Trust or the
certificate of an authorized officer of the Trust that the financial statements were prepared
without audit from the books and records of the Trust. An annual audit of the accounts and
records of the Trust shall be made, and the report thereon filed and kept, in accordance with. the
provisions with Section 6505 of the Joint Exercise of Powers Act.
ARTICLE XIV
GENERAL MATTERS
Section 14.1. Checks, Drafts, Evidence of Indebtedness. All. checks, drafts, or other
orders for payment of money, notes or other evidences of indebtedness issued in the name of or
payable to the Trust shall be signed or endorsed in such manner and by such person or persons as
shall be designated from time to time by resolution of the Board of Trustees.
Section 14.2. Contracts and Instruments -How Executed. The Board of Trustees,
except as otherwise provided herein, may authorize any officer or officers, agent or agents, to
enter into any contract or execute any instrument in the name of and on behalf of the Trust and
this authority may be general or confined to specific instances; and unless so authorized or
ratified by the Board of Trustees or within the agency power of an officer, no officer, agent, ar
employee shall have any povv'er or authority to bind tilt Trust by any contract or engagement or
to pledge its credit or to render it liable for any purpose or for any amount.
Section 14.3. Fiscal Year. The fiscal year of the Trust shall be fixed and refixed ar
changed. from time to time by resolution of the Board of Trustees. The fiscal year of the Trust
shall initially be the taxable year of each Series of Shares of the Trust.
DOCSSC1:323027.3 24
ARTICLE XV
MISCELLANEOUS
Section 15.1. 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 15.2. Counterparts. This Declaration of Trust may be simu]taneously 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 1~.3. Addition of Public Agencies as Participants; Withdrawal of
Participants.
(a) A Public Agency 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 maybe adopted through incorporation by reference into a resolution of such
Public Agency, and a certified copy of such resolution shall constitute satisfactory evidence of
adoption contemplated by this Section.
(b) A Participant may withdraw from. this Declaration of Trust upon written notice to
the Secretary of the Board of Trustees. Any such withdrawal shall be effective only upon receipt
of the written notice of withdrawal by the Secretary of the Board of Trustees who shall
acknowledge receipt of withdrawal in writing to such withdrawing Participant and shall file such
notice as an amendment to this Declaration of Trust effective upon such filing.
Section 15.4. 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 or
such other designated officer of the Trust, certifying to: (i} the number or identity of Trustees or
Participants, (ii) the due authorization of the execution of any instrument or writing, (iii} the
form of any vote passed at a meeting of Trustees, (iv) the number of Trustees present or voting at
any meeting, (v) the identity of any officers appointed by the Trustees, or (vi) 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.
Section 15.5. Provisions in Conflict with Law or Regulations. The provisions of this
Declaration of Trust are severable, and if the Board a_f Trustees shall determine ~,~~ith the advice
of counsel, that any of such provisions is in conflict with applicable laws and regulations,
including, without limitation, the Joint Exercise of Powers Act, the Ralph M. Brown Act and the
Bagley-Keene Open. Meeting Act, the conflicting provisions shall be deemed superseded by such
laws or regulations to the extent necessary to eliminate such conflict; pr~ovzded, hoU~ever, that
such determination shall not affect or render invalid any of the remaining provisions of this
DOCSSC1:323027.3 25
Declaration of Trust. If any provision of this Declaration of Trust shall be held invalid or
unenforceable in any jurisdiction, such invalidity or unenforceability shall pertain only to such
provision in such jurisdiction and shall not in any manner affect such provision in any other
jurisdiction or any other provision of this Declaration of Trust in any jurisdiction.
Section 15.6. 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 15.7. Successors in Interest. This Declaration of Trust shall be binding upon
and inure to the benefit of the Participants and their successors and assigns.
DOCSSC1:3230273 26
IN WITNESS WHEREOF, the undersigned Initial Participants have executed this
Declaration of Trust as of the date first herein above set forth.
COUNTY OF SONOMA
By: /s/ Thomas G. Ford
Title: TreasurerlTax Collector
COUNTY OF SOLANO
By: /s/ Charles Lomelli
Title: Treasurer/Tax Collector/County Clerk
WESTLANDS WATER DISTRICT
By:_ Is/ Dave Ciapponi
Title: Assistant General Manager
DOCSSC1:323027.3 2']
The undersigned authorized representative of the Public Agency named below hereby
represents that the governing body of such Public Agency has duly approved by appropriate
action. the execution and delivery of this Declaration. of Trust of the Investment Trust of
California, carrying on business as CatTRUST (the "Trust"}, dated as of January 9, 2003, as
amended and restated as of June 3, 2003. Accordingly, such authorized representative hereby
executes such Declaration of Trust, anal by such execution, the Public Agency hereby becomes a
party to and Participai-it of the Trust and agrees to be bound by all the provisions of the
Declaration of Trust.
Date:
ParticipantlPublie Agency:
COUNTY OF BUTTE
Bv:
Narne: Dick Puelicher
Title: Treasurer-Tax Collector
DOCSSCI :323027.3 28
SCHEDULE A
INITLAL PARTICIPANTS
Solano County
Sonoma County
Westlands Water District
1~OCSSC1:32302'73 29
SCHEDULE B
PARTICIPANTS
Solano County
Sonoma County
Westlands Water District
Contra Casta County
Yuba County
Monterey County
San Mateo Transit
Rio Alto Water District
DOCSSC1:323027.3 3 Q