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Home My Public Portal About08 August 22, 2016 Special Budget & implementationComments are welcomed by the Committee. If you wish to provide comments to the Committee, please complete and submit a Speaker Card to the Clerk of the Board. RIVERSIDE COUNTY TRANSPORTATION COMMISSION BUDGET AND IMPLEMENTATION COMMITTEE MEETING AGENDA SPECIAL MEETING TIME: 9:30 a.m. DATE: Monday, August 22, 2016 LOCATION: CONFERENCE ROOM A County of Riverside Administrative Center 4080 Lemon Street, Third Floor, Riverside  COMMITTEE MEMBERS  Bob Magee, Chair / Natasha Johnson, City of Lake Elsinore Jan Harnik, Vice Chair / Susan Marie Weber, City of Palm Desert Lloyd White / Mike Lara, City of Beaumont Ella Zanowic / Joyce McIntire, City of Calimesa Dawn Haggerty / Jordan Ehrenkranz, City of Canyon Lake Greg Pettis / Shelley Kaplan, City of Cathedral City Steven Hernandez / To Be Appointed, City of Coachella Scott Matas / Russell Betts, City of Desert Hot Springs Linda Krupa / Paul Raver, City of Hemet Dana Reed / Douglas Hanson, City of Indian Wells Rick Gibbs / Jonathan Ingram, City of Murrieta Rusty Bailey / Andy Melendrez, City of Riverside Michael Naggar / Michael McCracken, City of Temecula John F. Tavaglione, County of Riverside, District II Chuck Washington, County of Riverside, District III  STAFF  Anne Mayer, Executive Director Theresia Trevino, Chief Financial Officer  AREAS OF RESPONSIBILITY  Annual Budget Development and Oversight Competitive Federal and State Grant Programs Countywide Communications and Outreach Programs Countywide Strategic Plan Legislation Public Communications and Outreach Programs Short Range Transit Plans COMM-BI-00035 Tara Byerly From: Tara Byerly Sent: Wednesday, August 17, 2016 1:09 PM To: Tara Byerly Cc: Jennifer Harmon Subject: RCTC: Budget and Implementation Committee Agenda - 08.22.2016 Importance: High Good afternoon Budget and Implementation Committee Members: Attached is the link to the Budget and Implementation Committee Agenda for the meeting scheduled @ 9:30 a.m. in RCTC's Conference Room A on Monday, August 22. http://www.rctc.org/uploads/media items/budget-and-implementation-committee-august-22-2016.original.pdf Also, attached for your review and information is the conflict of interest memo and form. Please let me know if you have any questions. Thank you. %I Conflict of Conflict of Interest Form.prif Interest Memo.p... Respectfully, Tara S. Byert-y Deputy Clerk of the Board Riverside County Transportation Commission 4080 Lemon Street, 3rd Floor Riverside, CA 92501 (951)787-7141 1 TO: Riverside County Transportation Commission FROM: Jennifer Harmon, Clerk of the Board DATE: August 17, 2016 SUBJECT: Possible Conflicts of Interest Issues – Budget and Implementation Committee Agenda of August 22, 2016 The August 22, 2016 agenda of the Budget and Implementation Committee includes items which may raise possible conflicts of interest. A RCTC member may not participate in any discussion or action concerning a contract or amendment if a campaign contribution of more than $250 is received in the past 12 months or 3 months following the conclusion from any entity or individual listed. Agenda Item No. 8 – Termination of Swap and Refunding of 2009 Series A Sales Tax Revenue Bonds Consultant(s): Fieldman, Rolapp & Associates, Inc. Anna V. Sarabian, Principal Daniel L. Wiles, Principal & General Counsel 19900 MacArthur Blvd., Suite 1100 Irvine, CA 92612 Norton Rose Fulbright US LLP Victor Hsu, Partner 555 S. Flower Street, 41st Floor Los Angeles, CA 90071 Orrick, Herrington & Sutcliffe LLP Mary A. Collins, Partner 405 Howard Street San Francisco, CA 94105 RIVERSIDE COUNTY TRANSPORTATION COMMISSION BUDGET AND IMPLEMENTATION COMMITTEE www.rctc.org SPECIAL MEETING AGENDA* *Actions may be taken on any item listed on the agenda 9:30 a.m. Monday, August 22, 2016 CONFERENCE ROOM A County of Riverside Administrative Center 4080 Lemon Street, Third Floor Riverside, California In compliance with the Brown Act and Government Code Section 54957.5, agenda materials distributed 72 hours prior to the meeting, which are public records relating to open session agenda items, will be available for inspection by members of the public prior to the meeting at the Commission office, 4080 Lemon Street, Third Floor, Riverside, CA, and on the Commission’s website, www.rctc.org. In compliance with the Americans with Disabilities Act, Government Code Section 54954.2, and the Federal Transit Administration Title VI, please contact the Clerk of the Board at (951) 787-7141 if special assistance is needed to participate in a Commission meeting, including accessibility and translation services. Assistance is provided free of charge. Notification of at least 48 hours prior to the meeting time will assist staff in assuring reasonable arrangements can be made to provide assistance at the meeting. 1. CALL TO ORDER 2. PLEDGE OF ALLEGIANCE 3. ATTENDANCE / ROLL CALL 4. PUBLIC COMMENTS – Each individual speaker is limited to speak three (3) continuous minutes or less. The Committee may, either at the direction of the Chair or by majority vote of the Committee, waive this three minute time limitation. Depending on the number of items on the Agenda and the number of speakers, the Chair may, at his/her discretion, reduce the time of each speaker to two (2) continuous minutes. Also, the Committee may terminate public comments if such comments become repetitious. In addition, the maximum time for public comment for any individual item or topic is thirty (30) minutes. Speakers may not yield their time to others without the consent of the Chair. Any written documents to be distributed or presented to the Committee shall be submitted to the Clerk of the Board. This policy applies to Public Comments and comments on Agenda Items. Under the Brown Act, the Board should not take action on or discuss matters raised during public comment portion of the agenda which are not listed on the agenda. Board members may refer such matters to staff for factual information or to be placed on the subsequent agenda for consideration. Budget and Implementation Committee August 22, 2016 Page 2 5. APPROVAL OF MINUTES – JUNE 27, 2016 6. ADDITIONS/REVISIONS (The Committee may add an item to the Agenda after making a finding that there is a need to take immediate action on the item and that the item came to the attention of the Committee subsequent to the posting of the agenda. An action adding an item to the agenda requires 2/3 vote of the Committee. If there are less than 2/3 of the Committee members present, adding an item to the agenda requires a unanimous vote. Added items will be placed for discussion at the end of the agenda.) 7. CONSENT CALENDAR - All matters on the Consent Calendar will be approved in a single motion unless a Commissioner(s) requests separate action on specific item(s). Items pulled from the Consent Calendar will be placed for discussion at the end of the agenda. 7A. QUARTERLY FINANCIAL STATEMENTS Page 1 Overview This item is for the Committee to: 1) Receive and file the Quarterly Financial Statements for the period ended June 30, 2016; and 2) Forward to the Commission for final action. 7B. SINGLE SIGNATURE AUTHORITY REPORT Page 9 Overview This item is for the Committee to: 1) Receive and file the Single Signature Authority report for the fourth quarter ended June 30, 2016; and 2) Forward to the Commission for final action. 7C. QUARTERLY SALES TAX ANALYSIS Page 11 Overview This item is for the Committee to: 1) Receive and file the sales tax analysis for Quarter 1, 2016 (1Q 2016); and 2) Forward to the Commission for final action. Budget and Implementation Committee August 22, 2016 Page 3 7D. QUARTERLY INVESTMENT REPORT Page 20 Overview This item is for the Committee to: 1) Receive and file the Quarterly Investment Report for the quarter ended June 30, 2016; and 2) Forward to the Commission for final action. 8. TERMINATION OF SWAP AND REFUNDING OF 2009 SERIES A SALES TAX REVENUE BONDS Page 82 Overview This item is for the Committee to: 1) Receive and file the presentation regarding the termination of the Deutsche Bank (DB) swap and related issuance of the 2016 Series A Sales Tax Revenue Refunding Bonds (2016 Refunding Bonds); 2) Approve the termination of the forward interest rate swap with DB in the currently outstanding notional amount of $63.9 million and at an estimated termination cost of $10.7 million; 3) Approve the refunding of the 2009 Series A Sales Tax Revenue Variable Rate Demand Bonds (2009 Bonds), currently outstanding in the amount of $63.9 million and integrated with the DB swap; 4) Adopt Resolution No. 16-015, “Resolution Authorizing the Issuance and Sale of Not to Exceed $85,000,000 Aggregate Principal Amount of Riverside County Transportation Commission Sales Tax Revenue Refunding Bonds (Limited Tax Bonds), the Refunding of Outstanding Bonds and Commercial Paper, the Execution and Delivery of a Sixth Supplemental Indenture, a Notice of Sale Pursuant to Which Such Bonds Are to Be Sold, an Official Statement and a Continuing Disclosure Agreement, the Publication of a Notice of Intention to Sell, and the Taking of All Other Actions Necessary in Connection Therewith”; 5) Approve the draft Official Statement for the issuance of not to exceed $85 million in 2016 Refunding Bonds and authorize the Executive Director to approve and execute the printing and distribution of the final Official Statement; 6) Approve the draft Continuing Disclosure Agreement related to the 2016 Refunding Bonds between the Riverside County Transportation Commission and Digital Assurance Certification, L.L.C., as dissemination agent, and authorize the Executive Director to approve and execute the final Continuing Disclosure Agreement; 7) Approve the draft Sixth Supplemental Indenture for the 2016 Refunding Bonds between the Riverside County Transportation Commission and U.S. Bank National Association (US Bank), as Trustee, and authorize the Executive Director to approve and execute the final Sixth Supplemental Indenture; Budget and Implementation Committee August 22, 2016 Page 4 8) Approve the draft Official Notice of Sale for the 2016 Refunding Bonds and authorize the Chief Financial Officer to approve and execute the final Official Notice of Sale; 9) Authorize the Chief Financial Officer to receive bids for the 2016 Refunding Bonds and award such bonds to the highest responsible bidder resulting in the lowest true interest cost; 10) Approve the estimated costs of issuance of $375,000 to be paid from the bond proceeds; 11) Award Agreement No. 17-19-006-00 with Riverside Risk Advisors LLC (Riverside Risk) for specialized swap advisory services related to the termination of the DB swap through October 31, 2016, in the amount of $11,000, plus a contingency amount of $4,000, for a total amount not to exceed $15,000; 12) Approve Agreement No. 04-19-029-10, Amendment No. 10 to Agreement No. 04-19-029-00, with Fieldman Rolapp & Associates, Inc. (Fieldman) for financial advisory services related to the termination of the DB swap and issuance of the 2016 Refunding Bonds for an additional amount not to exceed $70,000; 13) Approve Agreement No. 05-19-510-11, Amendment No. 11 to Agreement No. 07-31-14-00, with Orrick, Herrington, & Sutcliffe LLP (Orrick) for bond counsel services related to the termination of the DB swap and issuance of the 2016 Refunding Bonds for an additional amount of $115,000 and a total amount not to exceed $1,975,000; 14) Approve Agreement No. 09-19-072-10, Amendment No. 10 to Agreement No. 09-19-072-00, with Norton Rose Fulbright US LLP (Norton Rose) for disclosure counsel services related to the termination of the DB swap and issuance of the 2016 Refunding Bonds for an additional amount of $57,500 and a total amount not to exceed $637,600; 15) Approve the revised Debt Management Policy; and 16) Forward to the Commission for final action. 9. 2016 EARMARK REPURPOSING OF FEDERAL FUNDS UPDATE Page 147 Overview This item is for the Committee to: 1) Receive and file a report on the status of the 2016 Earmark Repurposing of Federal Funds; 2) Approve the replacement of the earmark balance for the State Route 60/Potrero Boulevard interchange with federal funds, in the amount of $1,439,840, at such time when the project is deemed by Caltrans to be ready to list; and 3) Forward to the Commission for final action. Budget and Implementation Committee August 22, 2016 Page 5 10. FISCAL YEAR 2016/17 ANNUAL LOCAL TRANSPORTATION FUND PLANNING ALLOCATIONS TO WESTERN RIVERSIDE COUNCIL OF GOVERNMENTS AND COACHELLA VALLEY ASSOCIATION OF GOVERNMENTS Page 150 Overview This item is for the Committee to: 1) Approve an allocation of Local Transportation Fund (LTF) planning funds in the amount of $701,250 for Western Riverside Council of Governments (WRCOG) and $382,500 for the Coachella Valley Association of Governments (CVAG) for efforts identified in each agency’s Fiscal Year 2016/17 LTF Program Objectives/Work Plan (Work Plan) that supports transportation planning programs and functions consistent with regional and subregional plans, programs, and requirements; and 2) Forward to the Commission for final action. 11. STATE AND FEDERAL LEGISLATIVE UPDATE Page 159 Overview This item is for the Committee to: 1) Receive and file an update on state and federal legislation; 2) Adopt the following bill positions: a) AB 626 (Chiu and Low) – Oppose; b) AB 1889 (Mullin) – Support; and 3) Oppose Proposition 53; and 4) Forward to the Commission for final action. 12. COMMISSIONERS / STAFF REPORT Overview This item provides the opportunity for the Commissioners and staff to report on attended and upcoming meeting/conferences and issues related to Commission activities. 13. ADJOURNMENT AND THE NEXT MEETING The next Budget and Implementation Committee meeting is scheduled to be held at 9:30 a.m., Monday, September 26, 2016, Board Chambers, First Floor, County Administrative Center, 4080 Lemon Street, Riverside. RIVERSIDE COUNTY TRANSPORTATION COMMISSION BUDGET AND IMPLEMENTATION COMMITTEE ROLL CALL AUG UST 22, 2016 County of Riverside, District II County of Riverside, District Ill City of Beaumont City of Calimesa City of Canyon Lake City of Cathedral City City of Coachella City of Desert Hot Springs City of Hemet Present D ------D <~ ~ ,a--- ~ ~ D ? $ z J!f Absent ~ ..er- a D D D ".2- 0 0f f'~ ~ 1 '· :;J~ f!(' f D D D D City of Indian Wells City of Lake Elsinore City of Murrieta City of Palm Desert City of Riverside City of Temecula f!f __ gGf {' ~ l)-e.d C1 ; ~L\'<t-1 D RIVERSIDE COUNTY TRANSPORTATION COMMISSION BUDGET AND IMPLEMENTATION COMMITTEE SIGN -IN SHEET AUGUST 22, 2016 NAME AGENCY EMAIL ADDRESS 6- /47tae Z4 & _(,(-/ /v9-e.__ ),N A f/a>y H-/,75- �;�►� o � /may(/'2,;e..-----(c-,, ‘e,e} "-r- - r'f' .4-'4-- ',,,4! r $ r ii, ct.7ff-e Cs l,b. 'lam - - ----?. E'< <A z e �-< < �-5 �'' r` v77� i-iee2 i nu c, c F_ie 4 c Oaf 4 AGENDA ITEM 5 MINUTES RIVERSIDE COUNTY TRANSPORTATION COMMISSION BUDGET AND IMPLEMENTATION COMMITTEE Monday, June 27, 2016 MINUTES 1. CALL TO ORDER The meeting of the Budget and Implementation Committee was called to order by Chair Bob Magee at 9:30 a.m., in the Board Room at the County of Riverside Administrative Center, 4080 Lemon Street, First Floor, Riverside, California, 92501. 2. PLEDGE OF ALLEGIANCE At this time, Chair Magee led the Budget and Implementation Committee in a flag salute. 3. ROLL CALL Chair Magee expressed strong concern for the repeated technical issues with the Board Room audio/visual system. Members/Alternates Present Members Absent Rusty Bailey Greg Pettis Rick Gibbs Steven Hernandez Dawn Haggerty Linda Krupa Jan Harnik Dana Reed Bob Magee Lloyd White Scott Matas Michael Naggar John Tavaglione* Chuck Washington Ella Zanowic *Arrived after the meeting was called to order 4. PUBLIC COMMENTS There were no requests to speak from the public. RCTC Budget and Implementation Committee Minutes June 27, 2016 Page 2 5. APPROVAL OF MINUTES – MAY 23, 2016 M/S/C (Haggerty/Matas) to approve the minutes of May 23, 2016 meeting as submitted. Abstain: Harnik 6. ADDITIONS / REVISIONS There were no additions or revisions to the agenda. 7. STATUS OF INTEREST RATE SWAPS INTEGRATED WITH 2009 VARIABLE RATE DEMAND BONDS Theresia Trevino, Chief Financial Officer, presented the status of the interest rate swaps and variable rate debt, highlighting the following areas: • Early Measure A activities of the financing program; • 2006 interest rate swap considerations; • 2009 issuance of variable rate debt; • 2009 – 2016 synthetic fixed interest rate debt; • Integrated swap performance; • June 2016 swap status; • July 2016 – Deutsche Bank swap options; and • Next steps. At this time, Commissioner John Tavaglione joined the meeting. Commissioner Rick Gibbs stated a decade ago he asked if the Commission considered itself a savvy investor when it initially considered entering into interest rate swaps. He then asked if the Commission learned from this experience. Theresia Trevino confirmed valuable knowledge was gained through this experience. Commissioner Gibbs expressed appreciation for an excellent, technical presentation and the Commission’s achievement of meeting its objectives from a decade ago. At Commissioner Gibbs’ request for clarification, Ms. Trevino explained the trigger event with Lehman Brothers was it resulted in a mandatory termination this is an additional termination event with some options. Also, staff will look into the London Interbank Offer Rate (LIBOR) and return with additional information in the August/September meeting cycle. RCTC Budget and Implementation Committee Minutes June 27, 2016 Page 3 Commissioner Gibbs stated he recommends considering all options to determine the best option for the Commission. M/S/C (Gibbs/Bailey) to: 1) Receive and file a status report on the two interest rate swaps that are integrated with the 2009 Sales Tax Variable Rate Demand Bonds (2009 Bonds); 2) Direct staff to continue to evaluate financing options related to interest rate swaps integrated with the 2009 Bonds; and 3) Forward to the Commission for final action. 8. MEMORANDUM OF UNDERSTANDING WITH THE CITY OF BLYTHE FOR TRADING 2012 AND 2014 STATE TRANSPORTATION IMPROVEMENT PROGRAM FUNDS FOR 2009 MEASURE A WESTERN RIVERSIDE COUNTY HIGHWAY FUNDS Grace Alvarez, Planning and Programming Manager, presented the amendment to the memorandum of understanding (MOU) with the city of Blythe for trading 2012 and 2014 State Transportation Improvement Programs funds for 2009 Measure A Western Riverside County Highway funds. M/S/C (Harnik/Matas) to: 1) Approve Memorandum of Understanding (MOU) No. 07-71-028-01, Amendment No. 1 to MOU No. 07-71-028-00 with the city of Blythe (Blythe) to trade Palo Verde Valley 2012 and 2014 State Transportation Improvement Program (STIP) funds with 2009 Measure A Western Riverside County Highway funds in the amount of $1,106,410; 2) Authorize the Executive Director, pursuant to legal counsel review, to execute the MOU on behalf of the Commission; 3) Approve an increase of $1,106,410 in the Fiscal Year 2016/17 budgeted expenditures for construction; and 4) Forward to the Commission for final action. 9. FISCAL YEARS 2017-21 MEASURE A FIVE-YEAR CAPITAL IMPROVEMENT PLANS FOR LOCAL STREETS AND ROADS Eric DeHate, Management Analyst, provided an overview for the Fiscal Years 2017-21 Measure A Five-Year Capital Improvement Plans (CIPs) for Local Streets and Roads. He expressed gratitude to all of the respective city engineers, public works directors, and staff involved in this year’s local streets and roads submittal to the Commission. Anne Mayer concurred. RCTC Budget and Implementation Committee Minutes June 27, 2016 Page 4 M/S/C (Matas/Harnik) to: 1) Approve the Fiscal Years 2017-21 Measure A Five-Year Capital Improvement Plans (CIPs) for Local Streets and Roads (LSR) as submitted; and 2) Forward to the Commission for final action. 10. PROGRAMMING OF ADDITIONAL FEDERAL FUNDS FOR UNION PACIFIC PACHAPPA UNDERPASS PROJECT AND 2016 EARMARK REPURPOSING FUNDS Aaron Hake, Government Relations Manager, presented the earmark repurposing, highlighting the following areas: • Consolidated Appropriations Act of 2016 – Earmarks can be repurposed if: o 10 years or older; o 50-mile radius; o funds must be obligated by September 30, 2019; o projects must meet federal requirements; and o the state decides; • Timeline: o August 1 – Regions must submit repurposing request to Caltrans; o August 31 – Caltrans submits repurposing list to Federal Highway Administration; and o September 12 – Deadline for repurposing; • The Commission’s approach – Earmark recipients, policies, and objectives; and • Earmarks available for Measure A regional projects by recipient, project, and balance. Commissioner Gibbs noted the chart in staff’s recommendation had a typo for the city of Murrieta’s (Murrieta) Interstate 15/California Oaks as it is incorrectly listed as I-215/California Oaks. He discussed how Murrieta has been working with Caltrans and Commission staff on this project. He stated Murrieta can meet the repurposing obligation date for this project. Anne Mayer discussed the Riverside County’s repurposing proposal to Caltrans and stated the priority projects need to be of statewide significance to retain the funding in this region. She then explained staff is working to re-designate the repurposing funds to a high priority project that will be accepted and find other funding to backfill into local projects. RCTC Budget and Implementation Committee Minutes June 27, 2016 Page 5 In response to Commissioner Naggar’s question as to how this relates to future funding for the I-15/French Valley Parkway interchange project, Anne Mayer replied it does not relate at all and discussed the reasons. Ms. Mayer explained the goal is to put the repurposed funding on high priority, shovel-ready projects in order to keep the funds in Riverside County, such as the Pachappa Underpass project. M/S/C (Bailey/Gibbs) to: 1) Rescind previous programming for the Pachappa Underpass project (Pachappa project) including up to $13 million of federal Congestion Mitigation and Air Quality (CMAQ) funds and 1989 Measure A Western Riverside County highway funds; 2) Approve programming $847,552 of available 2016 federal earmark repurposing funds from prior Commission projects and additional federal Surface Transportation Program (STP) and/or CMAQ funds to the Pachappa project to complete the State Route 91 High Occupancy Vehicle (HOV) Lane project for a total amount of $12 million; 3) Approve programming available federal repurposed earmark balances that cannot be used by other local agencies to the Pachappa project in place of federal STP and/or CMAQ funds so funds stay within Riverside County and do not lapse; 4) Approve an increase of $2,261,700 in Fiscal Year 2016/17 Budget federal revenues; 5) Direct staff to continue working with the cities and county to review eligible projects for repurposing and provide assistance with the federal repurposing process; and 6) Forward to the Commission for final action. 11. RIVERSIDE COUNTY TRANSIT SERVICES FUNDING ALLOCATION FOR FISCAL YEAR 2016/17 Fina Clemente, Transit Manager, presented the FY 2016/17 funding allocation for Riverside County transit services, highlighting the following areas: • Short Range Transit Plans (SRTP) for FY 2016/17 – FY 2018/19; • Riverside County FY 2016/17 transit funding request; • FY 2016/17 vs. FY 2015/16 operating and capital costs; • FY 2016/17 transit financial plan by revenue source; and • FY 2016/17 transit revenue outlook: Local Transportation Fund (LTF), Measure A, Section 5307, and State Transit Assistance Fund (STA) funds. At this time, Commissioner Naggar left the meeting. RCTC Budget and Implementation Committee Minutes June 27, 2016 Page 6 M/S/C (Gibbs/Zanowic) to: 1) Conduct a public hearing at its July Commission meeting on the proposed Section 5307 Program of Projects (POP); 2) Approve the Fiscal Year 2016/17 Federal Transit Administration’s (FTA) Section 5307 and 5311 POP for Riverside County; 3) Approve the FY 2016/17 Local Transportation Fund (LTF) and State Transit Assistance (STA) fund allocations for transit; 4) Direct staff to add projects into the Federal Transportation Improvement Program (FTIP); 5) Adopt Resolution No. 16-014, “Resolution of the Riverside County Transportation Commission to Allocate State Transit Assistance Funds”; and 6) Forward to the Commission for final action. 12. RIVERSIDE COUNTY PUBLIC TRANSPORTATION: ANNUAL COUNTYWIDE PERFORMANCE REPORT FOR FISCAL YEAR 2014/15 Martha Durbin, Management Analyst, presented the Riverside County Public Transportation Annual Countywide Performance Report (Countywide Report) for FY 2014/15, highlighting the following areas: • Farebox recovery ratio, trips per capita, and resources; and • Riverside County ridership across each mode of transportation. M/S/C (Gibbs/Zanowic) to: 1) Receive and file the Riverside County Public Transportation Annual Countywide Performance Report (Countywide Report) for Fiscal Year 2014/15; and 2) Forward to the Commission for final action. 13. STATE AND FEDERAL LEGISLATION UPDATE Aaron Hake provided an update on state and federal legislative activities. M/S/C (Harnik/Zanowic) to: 1) Receive and file an update on state and federal legislation; 2) Adopt the following bill position – AB 2452 (Gatto) – Oppose; and 3) Forward to the Commission for final action. RCTC Budget and Implementation Committee Minutes June 27, 2016 Page 7 14. COMMISSIONERS / EXECUTIVE DIRECTOR REPORT There were no Commissioner or Executive Director comments. 15. ADJOURNMENT There being no further business for consideration by the Budget and Implementation Committee, the meeting was adjourned at 10:30 a.m. Respectfully submitted, Jennifer Harmon Clerk of the Board AGENDA ITEM 7A BLANK Agenda Item 7A RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: August 22, 2016 TO: Budget and Implementation Committee FROM: Michele Cisneros, Deputy Director of Finance THROUGH: Theresia Trevino, Chief Financial Officer SUBJECT: Quarterly Financial Statements STAFF RECOMMENDATION: This item is for the Committee to: 1) Receive and file the Quarterly Financial Statements for the period ended June 30, 2016; and 2) Forward to the Commission for final action. BACKGROUND INFORMATION: During the past fiscal year, staff monitored the revenues and expenditures for the Commission. The attached financial statements present the revenues and expenditures for the 12 months of Fiscal Year 2015/16. Many accrual adjustments for revenues and expenditures have been made for June 30, 2016, and are reflected in these financial statements; however, staff will continue to make year-end accrual adjustments depending upon materiality through the completion of the audit in October. The operating statement shows sales tax revenues through the fourth quarter at 85 percent of the budget. This is a result of the Governmental Accounting Standards Board (GASB) Statement No. 33. GASB 33 requires sales tax revenue to be accrued for the period in which it is collected at point of sale. The State Board of Equalization collects the Measure A funds and remits these funds to the Commission after the reporting period for the business. This creates a two-month lag in the receipt of revenues by the Commission. Accordingly, these financial statements reflect the revenues related to collections through May 2016. On a cash basis through June 30, 2016, the Measure A and Local Transportation Fund (LTF) sales tax receipts are 2.96 percent higher than the same period last fiscal year. At the January 13 Commission meeting, staff presented the FY 2015/16 mid-year revenue projections and recommended that the Commission maintain the current year revenue projections for Measure A and LTF revenues at $170 million and $83 million, respectively. State Transit Assistance Fund revenues, which are included in sales tax revenues, represent receipts through the second quarter. Staff will continue to monitor the trends in sales tax receipts and report to the Commission any necessary adjustments, if material. 1 Agenda Item 7A Federal, state, and local revenues are on a reimbursement basis. The Commission will receive these revenues as eligible project costs are incurred and invoiced to the respective agencies. Significant federal and state reimbursements are related to the Perris Valley Line (PVL), Interstate 215 corridors improvement, and 71/91 connector projects. The following is an analysis of federal and state reimbursement revenues reflected in this quarterly financial report: Budget Actual Budget Actual Highways 91/71 Connector $ 2,134,700 $ 135,870 $ - $ - I-215 - - 19,150,000 10,310,907 Other 4,753,300 (1,935) - - Total 6,888,000 133,935 19,150,000 10,310,907 Rail Perris Valley Line 27,035,324 3,784,906 28,096,890 36,987,517 Other 16,509,000 533,271 4,068,700 1,102,291 Total 43,544,324 4,318,177 32,165,590 38,089,808 Other 382,500 2,879,262 4,406,000 4,404,605 Total $ 50,814,824 $ 7,331,374 $ 55,721,590 $ 52,805,320 Federal Reimbursement State Reimbursement Revenues Staff will continue to prepare year-end reimbursement accrual adjustments in connection with the year-end closing and audit process. During the FY 2015/16 budget process, the Commission took a conservative approach to estimate the Transportation Uniform Mitigation Fee (TUMF) revenues of $12 million passed through the Western Riverside Council of Governments (WRCOG). At the January 13 Commission meeting, staff presented the revised FY 2015/16 revenue projections and increased the TUMF revenues to $18 million. The Commission received TUMF revenues through April 2016. The budgeted balance of $53,800 relates to TUMF zone reimbursements from WRCOG for the 74/215 interchange project. Other revenues include property management generated from properties acquired in connection with the State Route 91 Corridor Improvement Project (91 Project) and various rail properties, as well as $3.9 million from the proceeds related to the sale of excess land related to rail properties. The Commission took a conservative approach in estimating investment income for FY 2015/16, as a result of flat interest rate yields on investment balances. Investment income is higher primarily as a result of the investment of sales tax and toll revenue bond proceeds. 2 Agenda Item 7A The expenditure and other financing sources/uses categories are in line overall with the expectations of the budget with the following exceptions. • Salaries and benefits expenditures are under budget due to unused full-time equivalents budget authority; • Professional services expenditures are under budget due to unused budget authority for rail and station development planning, financial advisory management, property management, and various projects’ legal services; • Support costs are under budget due to unused budget authority for the marketing of new rail service, rail safety, 91 Project, and rideshare advertisements; rail operations and station maintenance; and motorist assistance call box upgrades; • Program operations are under budget due to unused budget authority for 91 Project permit activities, Freeway Service Patrol, Motorist and Commuter Assistance program operations; and rail program management and operations related to the PVL; • Engineering, construction, design-build, and right of way/land expenditures relate to various capital projects. The status of significant capital projects with budget exceeding $5 million is discussed in the attachment; • Operating and capital disbursements are made as claims are submitted to the Commission by transit operators; • Special studies are under budget due to unused budget authority for strategic assessment and other studies; • Local streets and roads are related to the timing of Measure A sales tax revenue accrual adjustment for June and the cleanup, which will be determined in late August and September. This will have a direct effect on the local streets and roads turn-back expenditures to local jurisdictions; • Regional arterial expenditures primarily represent expenditures for highways and regional arterial program administered by the Coachella Valley Association of Governments (CVAG). CVAG requests reimbursements from the Commission based on available funds and sufficient budget authority; • Debt service principal payments are made annually on June 1, while interest payments are made semiannually on December 1 and June 1, except for the 2009 Sales Tax Revenue Bonds (variable rate) as those interest payments are monthly; • Capital outlay expenditures are under budget due to unused budget authority for station security improvements and Commission network, hardware, and software improvements; • Operating transfers are over budget due to reimbursement of 91 Project expenditures from the sales tax and toll revenue bond proceeds and reimbursement of Mid County Parkway project expenditures from the 2009 Western County Measure A New Corridors fund; • The Commission entered into a loan agreement with the U.S. Department of Transportation for a $421,054,409 Transportation Infrastructure Finance and Innovation Act (TIFIA) loan to pay eligible 91 Project costs. The loan is a toll revenue bond (TIFIA bond) that is subordinate to the 2013 Toll Bonds. Proceeds of the TIFIA bond may be 3 Agenda Item 7A drawn upon after certain conditions have been met. During the fourth quarter, the Commission drew down $20.6 million for a cumulative inception to date total in TIFIA loan proceeds of $228.8 million. During construction of the 91 Project and for a period of up to five years following substantial completion, interest is compounded and added to the initial TIFIA loan. TIFIA debt service payments are expected to commence on December 1, 2021, which is approximately five years after substantial completion of the 91 Project, through June 1, 2051; and • The Commission issued $20 million in commercial paper notes during the third quarter for the I-15 Express Lanes project. Attachments: 1) Quarterly Project Status – June 2016 2) Quarterly Financial Statements – June 2016 4 Revenues Sales tax 266,372,400$ 226,618,400$ (39,754,000)$ 85% Federal reimbursements 50,814,800 7,331,374 (43,483,426)14% State reimbursements 55,721,600 52,805,320 (2,916,280)95% Local reimbursements 4,636,300 3,262,889 (1,373,411)70% Transportation Uniform Mitigation Fee 18,053,800 16,706,096 (1,347,704)93% Other revenues 235,000 4,475,396 4,240,396 1904% Investment income 2,456,300 7,802,141 5,345,841 318% Total revenues 398,290,200 319,001,616 (79,288,584)80% Expenditures Salaries and benefits 9,514,800 8,182,532 1,332,268 86% Professional and support Professional services 18,735,500 12,633,552 6,101,948 67% Support costs 7,650,700 3,949,555 3,701,145 52% Total Professional and support costs 26,386,200 16,583,107 9,803,093 63% Projects and operations Program operations - general 20,760,700 14,902,119 5,858,581 72% Engineering 20,260,900 3,275,181 16,985,719 16% Construction 161,902,400 93,422,705 68,479,695 58% Design Build 283,685,700 259,710,685 23,975,015 92% Right of way/land 104,692,900 44,155,813 60,537,087 42% Operating and capital disbursements 148,472,800 93,227,421 55,245,379 63% Special studies 1,844,000 830,022 1,013,978 45% Local streets and roads 50,679,000 43,803,218 6,875,782 86% Regional arterials 30,600,000 11,894,201 18,705,799 39% Total projects and operations 822,898,400 565,221,365 257,677,035 69% Debt service Principal 7,800,000 7,800,000 - 100% Interest 46,119,900 45,610,240 509,660 99% Total debt service 53,919,900 53,410,240 509,660 99% Capital outlay 3,738,500 1,177,045 2,561,455 31% Total Expenditures 916,457,800 644,574,289 271,883,511 70% Excess revenues over (under) expenditures (518,167,600) (325,572,673) 288,869,230 63% Other financing sources/(uses) Operating transfer in 136,735,500 185,208,059 48,472,559 135% Operating transfer out (136,735,500) (185,208,059) (48,472,559) 135% TIFIA loan proceeds 261,277,900 228,792,225 (32,485,675) 88% Debt proceeds - 20,000,000 20,000,000 N/A Total financing sources/(uses)261,277,900 248,792,225 12,485,675 95% Net change in fund balances (256,889,700) (76,780,448) 301,354,905 30% Fund balance July 1, 2015 831,809,600 803,802,444 (28,007,156) 97% Fund balance June 30, 2016 574,919,900$ 727,021,996$ 273,347,749$ 126% QUARTERLY BUDGET TO ACTUAL RIVERSIDE COUNTY TRANPORTATION COMMISSION 4TH QUARTER FOR TWELVE MONTHS ENDED 6/30/2016 FY 2015/16 BUDGET 4TH QUARTER ACTUAL PERCENT UTILIZATION REMAINING BALANCE ATTACHMENT 1 5 BLANK TRANSPORTATION DEVELOPMENT ACT AGENCY FUND Revenues Sales tax 3,000,000$ -$ 110,954,000$ 32,793,327$ 981,531$ 73,899,771$ 4,989,771$ -$ -$ -$ -$ -$ -$ -$ 226,618,400$ Federal reimbursements - - 4,552,045 - - - - - - - - - - 2,779,329 7,331,374 State reimbursements 985,806 3,418,798 48,400,716 - - - - - - - - - - - 52,805,320 Local reimbursements 945,902 1,009,214 1,316,484 - - - - - - (8,711) - - - - 3,262,889 Transportation Uniform Mitigation Fee - - 42,118 - - - - 16,663,978 - - - - - - 16,706,096 Other revenues - - 4,468,396 - - - - 7,000 - - - - - - 4,475,396 Investment income 58,280 37,628 1,183,160 223,103 - 418,802 390,744 414,107 20,226 2,412 1,652,955 1,143,490 231,344 2,025,890 7,802,141 Total revenues 4,989,988 4,465,640 170,916,919 33,016,430 981,531 74,318,573 5,380,515 17,085,085 20,226 (6,299) 1,652,955 1,143,490 231,344 4,805,219 319,001,616 Expenditures Salaries and benefits 4,867,408 78,788 2,944,691 3,483 - - - 211,835 35,935 40,392 - - - - 8,182,532 Professional and support Professional services 1,908,122 439,129 9,443,466 830 - - 1,152 168,980 670,968 905 - - - - 12,633,552 Support costs 3,066,297 232,867 648,056 131 - - - 1,198 99 907 - - - - 3,949,555 Total Professional and support costs 4,974,419 671,996 10,091,522 961 - - 1,152 170,178 671,067 1,812 - - - - 16,583,107 Projects and operations Program operations - general 1,852,444 3,289,072 9,314,728 15,977 - - - 397,861 - 32,037 - - - - 14,902,119 Engineering - - 1,146,803 - - - - 2,128,378 - - - - - - 3,275,181 Construction - - 89,930,131 - - - - 3,492,574 - - - - - - 93,422,705 Design Build - - 259,710,685 - - - - - - - - - - - 259,710,685 Right of way/land - - 40,756,918 - - - - 3,398,895 - - - - - - 44,155,813 Operating and capital disbursements 15,766,269 - 11,852,782 6,492,099 - 56,497,159 2,619,112 - - - - - - - 93,227,421 Special studies 782,864 - 47,158 - - - - - - - - - - - 830,022 Local streets and roads - - 31,344,023 11,477,664 981,531 - - - - - - - - - 43,803,218 Regional arterials - - - 10,994,201 - - - 900,000 - - - - - - 11,894,201 Total projects and operations 18,401,577 3,289,072 444,103,228 28,979,941 981,531 56,497,159 2,619,112 10,317,708 - 32,037 - - - - 565,221,365 Debt service Principal - - - - - - - - - - - - - 7,800,000 7,800,000 Interest - - - - - - - - - - 10,221 - - 45,600,019 45,610,240 Total debt service - - - - - - - - - - 10,221 - - 53,400,019 53,410,240 Capital outlay 178,577 - 998,468 - - - - - - - - - - - 1,177,045 Total Expenditures 28,421,981 4,039,856 458,137,909 28,984,385 981,531 56,497,159 2,620,264 10,699,721 707,002 74,241 10,221 - - 53,400,019 644,574,289 Excess revenues over (under) expenditures (23,431,993) 425,784 (287,220,990) 4,032,045 - 17,821,414 2,760,251 6,385,364 (686,776) (80,540) 1,642,734 1,143,490 231,344 (48,594,800) (325,572,673) Other financing sources/(uses) Operating transfer in 22,962,039 571,200 102,701,665 - - - - - 189,439 - 71,157 34,983,199 - 23,729,360 185,208,059 Operating transfer out - (571,200) (91,027,166) - - (22,962,039) (189,439) - - - (6,718,876) (51,774,721) (9,114,132) (2,850,486) (185,208,059) TIFIA loan proceeds - - 228,792,225 - - - - - - - - - - - 228,792,225 Debt proceeds - - - - - - - - - - 20,000,000 - - - 20,000,000 Total financing sources/(uses)22,962,039 - 240,466,724 - - (22,962,039) (189,439) - 189,439 - 13,352,281 (16,791,522) (9,114,132) 20,878,874 248,792,225 Net change in fund balances (469,954) 425,784 (46,754,266) 4,032,045 - (5,140,625) 2,570,812 6,385,364 (497,337) (80,540) 14,995,015 (15,648,032) (8,882,788) (27,715,926) (76,780,448) Fund balance July 1, 2015 10,182,797 7,988,086 248,871,517 35,713,138 556 112,103,274 60,580,753 61,486,038 4,054,106 500,041 26,830,382 87,921,226 41,370,827 106,199,703 803,802,444 Fund balance June 30, 2016 9,712,843$ 8,413,870$ 202,117,251$ 39,745,183$ 556$ 106,962,649$ 63,151,565$ 67,871,402$ 3,556,769$ 419,501$ 41,825,397$ 72,273,194$ 32,488,039$ 78,483,777$ 727,021,996$ CAPITAL PROJECTS FUNDS GENERAL FUND FSP/ SAFE WESTERN COUNTY PALO VERDE VALLEY COACHELLA VALLEY LOCAL TRANSPORTATION FUND MEASURE A SALES TAX SPECIAL REVENUE FUNDS RIVERSIDE COUNTY TRANSPORTATION COMMISSION QUARTERLY BUDGET TO ACTUAL BY FUND 4TH QUARTER FOR TWELVE MONTHS ENDED 6/30/2016 SALES TAX BONDS DEBT SERVICE COMBINED TOTALCOMMERCIAL PAPER STATE TRANSIT ASSISTANCE TRANSPORTATION UNIFORM MITIGATION FEE (TUMF) TOLL REVENUE BONDS COACHELLA VALLEY RAIL 6 BLANK RIVERSIDE COUNTY TRANSPORTATION COMMISSION QUARTERLY PROJECT STATUS 4TH QUARTER FOR TWELVE MONTHS ENDED 6/30/2016 FY 2015/16 BUDGET 4TH QUARTER EXPENDITURES Project Description Project Status 91 Project (Design-Build) $369,290,600 $310,392,734 The Design-Build contract is on schedule with actual reported progress of 82 percent as of June 30, 2016. The Commission has acquired and delivered all 197 Caltrans Parcel Numbers to the Design-Builder. Construction has begun on all 32 bridges (19 bridges are complete) and 86 walls (of 93, 37 walls are complete), while 86 utility relocations (of 90) are complete. The under run of the FY 2015/16 budget at fourth quarter is due to under runs in right of way, including anticipated goodwill and negotiated settlement costs later in the fiscal year ($35.4M), the Design-Build contract ($13.9M), the project and construction management (PCM) contract ($4.5M), the systems integration and installation contract ($2.3M), and the Caltrans Cooperative Agreement ($2.6M). The project will connect with Orange County Transportation Authority’s tolled express lanes at the Orange County/Riverside County line and continue approximately eight miles to the Interstate (I)- 15/State Route (SR)-91 interchange. The project involves widening pavement on the outside of the existing highway to reposition general purpose lanes and repurposing the existing High Occupancy Vehicle (HOV) lanes to accommodate two-tolled express lanes in the median in each direction. The SR-91 CIP also involves constructing one new general purpose lane in each direction from SR-71 to I-15, ultimately providing two-tolled express lanes and five general purpose lanes in each direction. SR-91 CIP development activities began in September 2007, construction work related to roadway and structures began in July 2014, and the toll lanes are expected to open in early 2017. The total acquisition and construction cost of the SR-91 CIP is estimated at $1.4 billion, including capitalized interest, debt service reserves, contingency, and cost of issuance. I-15 Express Lanes Project 17,319,200 10,847,150 Staff completed the project report and environmental document phase of work in May 2016. Staff is currently conducting two procurements for toll system and operations and design-build civil work. Procurement shortlists for both toll services and design-build were announced in the first quarter of 2016. The budget variance at the end of the fourth quarter is due to under runs in the PCM contract ($3.5M), the preliminary engineering contract ($2.0M), interagency support from Caltrans ($0.5M), and RCTC/Bechtel labor ($0.4M). The project will generally add two tolled express lanes in each direction from SR-60 to Cajalco Road in Corona. Project development activities began in April 2008, and lanes are expected to open to traffic in 2020. The 2016 capital expenditures forecast estimates the total project cost at $486 million, which includes $46 million of contingency. ATTACHMENT 2 7 FY 2015/16 BUDGET 4TH QUARTER EXPENDITURES Project Description Project Status I-215 Corridor Improvements/Scott Road to Nuevo Road 19,593,811 12,603,853 The notice to proceed for construction was issued in December 2012 and construction started in January 2013; construction work is substantially complete with all lanes opened to traffic in October 2015. Aesthetic work alongside the freeway is underway and is approximately 34.5% percent complete. This work will extend the contract time to October 2016. The budget variance at the end of the fourth quarter is due to slow submittal of progress payments by the contractor. The project will add one mixed flow lane in each direction. Preliminary engineering began in 2007 and was completed in 2011. Final design began in 2011 and was completed in December 2012; construction began in 2013 and is expected to be completed in 2016. The estimated project cost is $120 million. Mid County Parkway 21,192,300 4,347,137 Staff completed the work on the Environmental Impact Report (EIR)/Environmental Impact Study (EIS). Major milestones have been met and the project’s Record Of Decision was published in the Federal register in August 2015. A budget amendment was approved by the Commission in April 2014 to allocate additional funding for the completion of Phase II Final EIR/Supplemental EIS. In April 2015 the Commission approved the EIR. Staff is conducting the procurement for final design of the I-215 Placentia Interchange. Staff has also been working with the Federal Highway Administration on approval of the New Connection Report, approval of the Habitat Mitigation and Monitoring Plan with the U.S. Army Corps of Engineers, and purchasing of the required land mitigations. A recirculated project report and environmental document is under development for a new corridor from I-215 to SR-79. The environmental phase is anticipated to be completed in FY 2014/15. Construction of this new facility will be completed over many years as funding becomes available; the project cost is estimated at $1.3 to $1.6 billion. Perris Valley Line and other rail projects 65,328,914 55,141,537 Final design is complete and the FTA awarded the Small Starts Grant Agreement funds. ROW acquisition activities for the station and layover facility at south Perris have been completed. Following the settlement of a lawsuit challenging elements of the California Environmental Quality Act document in July 2013, the construction contract was given full notice to proceed in October 2013 following FTA approval of the Small Starts Grant Agreement. Active construction commenced in January 2014; and Metrolink operations commenced in June 2016. Final completion date is expected in September 2016. The project is in the construction phase with the extension of commuter rail services to the city of Perris. The project commenced in December 2007 when the Commission received approval from the Federal Transit Administration (FTA) to move into project development. Expected completion date is December 2015 for an estimated project cost of $248.3 million. Other rail projects include adding a fourth main track between the Riverside Downtown station to the connector to the San Jacinto Branch Line at Highgrove. This list discusses the significant capital projects (i.e., total budgeted costs in excess of $5 million) and related status. Capital project expenditures are generally affected by lags in invoices submitted by contractors and consultants, as well as issues encountered during certain phases of the projects. The capital projects budgets tend to be based on aggressive project schedules. 8 AGENDA ITEM 7B BLANK Agenda item 7B RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: August 22, 2016 TO: Budget and Implementation Committee FROM: Matt Wallace, Procurement Manager THROUGH: Theresia Trevino, Chief Financial Officer SUBJECT: Single Signature Authority Report STAFF RECOMMENDATION: This item is for the Committee to: 1) Receive and file the Single Signature Authority report for the fourth quarter ended June 30, 2016; and 2) Forward to the Commission for final action. BACKGROUND INFORMATION: Certain contracts are executed under single signature authority as permitted in the Commission’s Procurement Policy Manual adopted in September 2015. The Executive Director is authorized to sign services contracts that are less than $150,000 individually and in an aggregate amount not to exceed $1 million in any given fiscal year. Additionally, in accordance with Public Utilities Code Section 130323(c), the Executive Director is authorized to sign contracts for supplies, equipment, materials, and construction of all facilities and works under $50,000 individually. The attached report details all contracts that have been executed for the fourth quarter ended June 30, 2016, under the single signature authority granted to the Executive Director. The unused capacity of single signature authority for services at June 30, 2016 is $196,000. Attachment: Single Signature Authority Report as of June 30, 2016 9 BLANK CONSULTANT DESCRIPTION OF SERVICES ORIGINAL CONTRACT AMOUNT PAID AMOUNT REMAINING CONTRACT AMOUNT AMOUNT AVAILABLE July 1, 2015 $1,000,000.00 The Alberts Firm Client Trust Settlement Agreement 35,000.00 0.00 35,000.00 TSC2 Group Integrated Communications Strategies 150,000.00 124,000.00 26,000.00 Connected Consulting Enhanced Public Communications Support to 91 Project Team 150,000.00 63,851.64 86,148.36 OCTA Interagency Agreement for Subrecipient Monitoring of SCRRA for Compliance with FTA Requirements 150,000.00 0.00 150,000.00 Engineering Resources La Sierra Parking Lot Expansion PS&E 150,000.00 35,963.75 114,036.25 Pepe's Towing Services I-215 Construction FSP 11,000.00 0.00 11,000.00 Mathis Group Management Consulting 50,000.00 9,760.00 40,240.00 OCTA Interagency Agreement for 91 Corridor Improvement Project FSP Services 10,000.00 3,561.08 6,438.92 Amtech Replace Elevator Cylinder at the West Corona Station 70,000.00 0.00 70,000.00 CornerStone Right of Way Relocation Appeal Hearing Services for the 91 CIP 10,000.00 0.00 10,000.00 Lucky's Two-Way Radios, Inc.FSP Digital Radio Frequencies Services 10,000.00 0.00 10,000.00 CHP Call Box and Motorist Aid Coordinator 8,000.00 0.00 8,000.00 AMOUNT USED 804,000.00 804,000.00 $196,000.00 None N/A $- $- $- Marla Dye Theresia Trevino Prepared by Reviewed by AMOUNT USED SINGLE SIGNATURE AUTHORITY AS OF June 30, 2016 Note: Shaded area represents new contracts listed in the fourth quarter. AMOUNT REMAINING through June 30, 2016 Agreements that fall under Public Utilities Code 130323 (C) 10 BLANK AGENDA ITEM 7C BLANK Agenda Item 7C RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: August 22, 2016 TO: Budget and Implementation Committee FROM: Michele Cisneros, Deputy Director of Finance THROUGH: Theresia Trevino, Chief Financial Officer SUBJECT: Quarterly Sales Tax Analysis STAFF RECOMMENDATION: This item is for the Committee to: 1) Receive and file the sales tax analysis for Quarter 1, 2016 (1Q 2016); and 2) Forward to the Commission for final action. BACKGROUND INFORMATION: At its December 2007 meeting, the Commission awarded an agreement with MuniServices, LLC (MuniServices) for quarterly sales tax reporting services plus additional fees contingent on additional sales tax revenue generated from the transactions and use tax (sales tax) audit services. As part of the recurring contracts process, the Commission approved a five-year extension through June 30, 2018. The services performed under this agreement pertain to only the Measure A sales tax revenues. Since the commencement of these services, MuniServices submitted an audit, which reported findings generated and submitted to the State Board of Equalization (SBOE) for review and determination of errors in sales tax reporting related to 547 businesses. Through 4Q 2015, the SBOE approved corrections for 385 of these accounts for a total sales tax recovery of $6,532,025. Updated amounts for 1Q 2016 will be provided once received from MuniServices. If the SBOE concurs with the error(s) for the remaining claims, the Commission will receive additional revenues; however, the magnitude of the value of the remaining findings was not available. It is important to note that while the recoveries of additional revenues will be tangible, it will not be sufficient to alter the overall trend of sales tax revenues. Additionally, MuniServices provided the Commission with the quarterly sales tax summary report for 1Q 2016. Most of the 1Q 2016 Measure A sales tax revenues were received in the second quarter of calendar year 2016, during April through June 2016, due to a lag in the sales tax calendar. The summary section of 1Q 2016 report is attached and includes an overview of California’s economic outlook, local results, historical cash collections analysis by quarter, top 25 sales/use tax contributions, historical sales tax amounts, annual sales tax by business 11 Agenda Item 7C category, five-year economic trend for significant business category (construction), and final results. Taxable transactions for the top 25 tax contributors in Riverside County generated 23.2 percent of taxable sales for the benchmark year ended 1Q 2016, slightly lower than the 23.4 percent for the benchmark year ended 1Q 2015. The top 100 tax contributors generated 38.3 percent of taxable sales for the benchmark year ended 1Q 2016, compared to 39.2 percent for the benchmark year ended 1Q 2015. Interestingly, the 2.2 percent growth in taxable sales for the benchmark year ended 1Q 2016 was not driven by the top 100 tax contributors, who experienced a 0.9 percent decrease, but by all the other tax contributors, who had a 0.9 percent increase. In the Economic Category Analysis below, five of the six categories (general retail, food products, transportation, construction, and miscellaneous) experienced new highs in the 1Q 2016 benchmark year compared to the prior eight benchmark year quarters. Business to business was below the 1Q 2015 benchmark year by 3.1 percent due to completion of renewable energy developments in Riverside County. An analysis of sales tax performance by quarter through 1Q 2016 is attached, and illustrates fairly consistent cycles for sales tax performance for most of the economic categories since the economic recession in 2009. For 7 of the top 10 segments (auto sales-new, restaurants, departments stores, miscellaneous retail, building materials-wholesale, food markets, and building materials-retail) during the past eight benchmark year quarters, sales tax receipts reached a new high point. The 7 segments represent 56.5 percent of the total sales tax receipts. Light industry, one of the top 10 segments representing 4.9 percent of the total sales tax receipts for benchmark year 1Q 2016, was slightly higher than the low point in the 4Q 2015 benchmark year, and apparel stores remained relatively unchanged representing 5.5 percent of the total sales tax receipts. Service stations reached a new low point in 1Q 2016. These top 10 segments represent 75.1 percent of the total sales tax receipts. For the other 19 segments representing 24.9 percent of the total % of Total / % Change RCTC State Wide Inland Empire Riverside Countywide San Bernardino Countywide South Coast S.F. Bay Area Sacramento Valley Central Valley General Retail 28.7 / 2.6 28.3 / 3.1 26.6 / 5.3 28.5 / 3.4 25.0 / 7.4 29.2 / 3.2 26.7 / 1.3 27.8 / 4.0 30.7 / 3.2 Food Products 17.5 / 6.5 20.4 / 5.1 17.0 / 5.5 19.6 / 5.3 14.6 / 5.8 21.5 / 5.1 21.8 / 5.6 16.8 / 3.9 16.5 / 4.0 Transportation 25.8 / 0.8 24.0 / 0.8 27.5 / 2.3 27.3 / 1.2 27.7 / 3.4 23.8 / 1.1 20.8 / -1.0 28.1 / 2.9 26.4 / -0.4 Construction 10.9 / 4.8 9.6 / 7.8 12.2 / 18.0 13.0 / 0.3 11.5 / 44.6 8.3 / 5.9 9.5 / 6.4 11.2 / 6.9 12.1 / 5.5 Business to Business 15.0 / -3.1 16.4 / -0.6 15.4 / 1.0 10.6 / 2.0 19.7 / 0.6 16.0 / -3.0 20.0 / 4.1 14.3 / 5.7 12.9 / -9.0 Miscellaneous 2.1 / 7.6 1.2 / 6.4 1.3 / 22.2 1.1 / 15.4 1.5 / 27.2 1.1 / 9.4 1.2 / -3.7 1.7 / 5.1 1.4 / 4.1 Total 100.0 / 2.2 100.0 / 2.8 100.0 / 5.4 100.0 / 2.7 100.0 / 8.0 100.0 / 2.3 100.0 / 2.7 100.0 / 4.2 100.0 / 0.9 General Retail: Apparel Stores, Department Stores, Furniture/Appliances, Drug Stores, Recreation Products, Florist/Nursery, and Misc. Retail Food Products: Restaurants, Food Markets, Liquor Stores, and Food Processing Equipment Construction: Building Materials Retail and Building Materials Wholesale Transportation: Auto Parts/Repair, Auto Sales - New, Auto Sales - Used, Service Stations, and Misc. Vehicle Sales Business to Business: Office Equip., Electronic Equip., Business Services, Energy Sales, Chemical Products, Heavy Industry, Light Industry, and Leasing Miscellaneous: Health & Government, Miscellaneous Other, and Closed Account Adjustments ECONOMIC CATEGORY ANALYSIS 12 Agenda Item 7C sales tax receipts, 8 segments representing 14.8 percent of the total sales tax receipts reached new high points in the benchmark year 1Q 2016. In the Economic Segment Analysis below, auto sales-new, restaurants, and departments stores represent the three largest segments for Riverside County, or 33.1 percent of total sales tax receipts. This is the fourteenth consecutive quarter since 3Q 2008, that department stores and auto sales-new have been in the top three economic segments. Growth seen in previous quarters for the service stations segment has been declining continuously from the high in the last five years due to lower fuel prices, and this segment reached a new low point in 1Q 2016. Restaurants replaced service stations in the top three economic segments beginning in 4Q 2014 and resulted from continued steady growth in restaurant prices with no decline in restaurant use. During the review of the 1Q 2016 detailed report with MuniServices, information regarding sales tax comparison by city and change in economic segments (two highest gains and two highest losses) from 1Q 2016 to 1Q 2015 was provided. Staff continues to monitor monthly sales tax receipts and other available economic data to determine the need for any adjustment to the revenue projections. Staff will utilize the forecast scenarios included with the complete report and receipt trends in assessing such projections. Attachments: 1) Sales Tax Digest Summary 1Q 2016 2) Sales Tax Performance Analysis by Quarter 3) Quarterly Sales Tax Change Comparison by City for 1Q 2016 to 1Q 2015 RCTC State Wide Inland Empire Riverside Countywide San Bernardino Countywide South Coast S.F. Bay Area Sacramento Valley Central Valley Largest Segment Auto Sales - New Restaurants Restaurants Restaurants Department Stores Service Stations Restaurants Restaurants Department Stores % of Total / % Change 11.7 / 8.4 14.4 / 6.5 11.1 / 6.9 12.5 / 6.7 10.4 / 7.1 26.6 / -2.2 15.5 / 6.6 15.7 / 6.5 13.6 / 1.5 2nd Largest Segment Restaurants Auto Sales - New Auto Sales - New Auto Sales - New Restaurants Restaurants Auto Sales - New Auto Sales - New Auto Sales - New % of Total / % Change 11.1 / 6.4 11.1 / 7.2 11.0 / 10.1 12.4 / 9.2 9.8 / 7.2 12.9 / 4.1 10.7 / 6.2 11.3 / 6.7 10.8 / 7.8 3rd Largest Segment Department Stores Department Stores Department Stores Department Stores Auto Sales - New Food Markets Department Stores Department Stores Restaurants % of Total / % Change 10.3 / 2.0 9.5 / 0.5 10.6 / 3.3 10.7 / -0.5 9.6 / 11.3 8.4 / 0.3 7.9 / -1.5 9.3 / 0.3 10.7 / 6.8 ECONOMIC SEGMENT ANALYSIS 13 BLANK RCTC Sales Tax Digest Summary Collections through June 2016 Sales through March 2016 (2016Q1) www.MuniServices.com (800) 800-8181 Page 1 CALIFORNIA’S ECONOMIC OUTLOOK California sales tax receipts increased by 2.7% over the same quarter from the previous year, with Northern California reporting a 3.0% increase compared to 2.4% for Southern California. Receipts for the RCTC changed by 4.8% over the same periods. Will the positive trend in statewide employment continue? The number of people employed is now at a record 18.1 million, which is 6.2% above its previous peak. Employment growth in California is currently forecasted to be 2.0% for 2016, 1.6% for 2017 and 0.8% for 2018. (UCLA Andersen) Will the growth of taxable sales in restaurants continue? Visits to fast-food restaurants had been growing at a quarterly clip of 2% since September 2015, but they have not grown at all in March, April or May, according to as-yet-unpublished data from NPD Group, a market research firm. Recent higher prices for fast-food compared to lower prices for groceries are a factor. (Wall Street Journal) Will the positive trend in the California Housing Market continue? While April saw a year-over- year decrease, the number of single-family homes sold in California year-to-date is still 3% higher than in 2015. Declines in growth are anticipated to accompany increases in fixed rate mortgage rates later this year. (firsttuesday Journal) LOCAL RESULTS Net Cash Receipts Analysis Local Collections $41,506,331 Less: Cost of Administration (528,660) Net 1Q2016 Receipts 40,977,671 Net 1Q2015 Receipts 39,111,661 Actual Percentage Change 4.8% Business Activity Performance Analysis Local Collections $41,506,331 Less: Payments for Prior Periods (2,012,309) Preliminary 1Q2016 Collections 39,494,022 Projected 1Q2016 Late Payments 1,573,865 Projected 1Q2016 Final Results 41,067,887 Actual 1Q2015 Results 40,008,915 Projected Percentage Change 2.6% ATTACHMENT 1 14 RCTC www.MuniServices.com (800) 800-8181 Page 2 HISTORICAL CASH COLLECTIONS ANALYSIS BY QUARTER TOP 25 SALES/USE TAX CONTRIBUTORS The following list identifies RCTC’s Top 25 Sales/Use Tax contributors. The list is in alphabetical order and represents sales from April 2015 to March 2016. The Top 25 Sales/Use Tax contributors generate 23.2% of RCTC’s total sales and use tax revenue. AMAZON.COM MACY'S DEPARTMENT STORE ARCO AM/PM MCDONALD’S RESTAURANTS BEST BUY STORES RALPH'S GROCERY CARMAX THE AUTO SUPERSTORE ROSS STORES CHEVRON SERVICE STATIONS SAM'S CLUB CIRCLE K FOOD STORES SHELL SERVICE STATIONS COSTCO WHOLESALE STATER BROS MARKETS DEPT OF MOTOR VEHICLES TARGET STORES EXXON SERVICE STATIONS USA SERVICE STATIONS HOME DEPOT VERIZON WIRELESS JACK IN THE BOX RESTAURANTS WAL MART STORES KOHL'S DEPARTMENT STORES WALGREEN'S DRUG STORES LOWE'S HOME CENTERS 15 RCTC www.MuniServices.com (800) 800-8181 Page 3 HISTORICAL SALES TAX AMOUNTS The following chart shows the sales tax level from sales through March 2016, the highs, and the lows for each segment over the last two years. ANNUAL SALES TAX BY BUSINESS CATEGORY 16 RCTC www.MuniServices.com (800) 800-8181 Page 4 FIVE-YEAR ECONOMIC TREND: Construction FINAL RESULTS: October-December 2015 Sales Local Net Cash Collections $44,107,625 Less: Pool Amounts ($-496,230) Less: Prior Quarter Payments ($1,737,297) Add: Late Payments $1,347,241 Local Net Economic Collections after Adjustments $44,213,799 Percent Change from October-December 2014 Sales UP BY 1.7% MUNISERVICES’ ON-GOING AUDIT RESULTS This Quarter $282,843 Total to Date $6,661,741 17 RCTC 1/2%: Sales Tax Performance Analysis by Quarter TOTAL Confidential Economic TOTAL 2016Q1 QoQ %∆QoQ $∆YoY %∆YoY $∆ $41,067,493 2.6%$1,058,939 2.2%$3,610,580 GENERAL RETAIL 2016Q1 QoQ %∆QoQ $∆YoY %∆YoY $∆ $11,531,615 1.2%$139,365 2.6%$1,208,847 28.1% FOOD PRODUCTS 2016Q1 QoQ %∆QoQ $∆YoY %∆YoY $∆ $7,844,165 5.8%$426,971 6.5%$1,787,699 % of Total:19.1% TRANSPORTATION 2016Q1 QoQ %∆QoQ $∆YoY %∆YoY $∆ $10,318,320 0.4%$41,901 0.8%$346,183 % of Total:25.1% CONSTRUCTION 2016Q1 QoQ %∆QoQ $∆YoY %∆YoY $∆ $4,332,894 2.0%$84,936 4.8%$826,188 % of Total:10.6% BUSINESS TO BUSINESS 2016Q1 QoQ %∆QoQ $∆YoY %∆YoY $∆ $6,210,463 5.3%$313,601 -3.1%-$808,546 % of Total:15.1% Q2 Q3 Q4 Q1 TOTAL CATEGORY QoQ = 16Q1 / 15Q1 YoY = YE 16Q1 / YE 15Q1 % of 2016Q1 Total: $0 $2,000,000 $4,000,000 $6,000,000 $8,000,000 $10,000,000 $12,000,000 $14,000,000 $16,000,000 $0 $5,000,000 $10,000,000 $15,000,000 $20,000,000 $25,000,000 $30,000,000 $35,000,000 $40,000,000 $45,000,000 $50,000,000 2011Q12011Q22011Q32011Q42012Q12012Q22012Q32012Q42013Q12013Q22013Q32013Q42014Q12014Q22014Q32014Q42015Q12015Q22015Q32015Q42016Q1ATTACHMENT 2 18 BLANK INLAND EMPIRE: Quarterly Comparison of 2015Q1 and 2016Q1 ( January thru March Sales )General RetailFood ProductsTransportationConstructionB2BMisc.Jan - Mar 2016 (2016Q1) Jan - Mar 2015 (2015Q1)% Chg Gain Gain Decline Decline RIVERSIDE COUNTY RCTC 1.2%5.8%0.4%2.0%5.3%6.7%41,067,477 40,008,420 2.6%Restaurants Auto Sales - New Service Stations Office Equipment BANNING 0.2%3.8%6.2%14.1%12.1%-14.5%453,707 430,490 5.4%Misc. Vehicle Sales Bldg.Matls-Whsle Service Stations Auto Sales - New BEAUMONT 1.6%6.0%4.8%-5.2%45.0%18.2%985,112 916,792 7.5%Light Industry Office Equipment Bldg.Matls-Retail Electronic Equipment BLYTHE 2.1%3.6%-4.5%-0.8%-6.7%72.5%395,725 400,188 -1.1%Light Industry Food Markets Energy Sales Service Stations CORONA 3.6%7.4%-2.4%-1.4%-9.9%7.8%7,812,652 7,883,304 -0.9%Electronic Equipment Food Processing Eqp Office Equipment Service Stations LAKE ELSINORE 6.0%-8.5%6.8%3.9%25.2%-38.6%1,874,370 1,806,000 3.8%Auto Sales - New Heavy Industry Food Markets Service Stations HEMET 4.3%4.1%-3.3%-3.4%1.0%45.5%2,473,992 2,474,253 0.0%Restaurants Leasing Service Stations Light Industry INDIO -2.8%-3.4%5.7%-2.0%9.8%-12.2%2,421,062 2,394,511 1.1%Auto Sales - New Misc. Vehicle Sales Food Markets Furniture/Appliance PERRIS 42.9%-1.7%-16.8%-3.1%13.6%17.4%1,993,695 1,949,317 2.3%Miscellaneous Retail Electronic Equipment Service Stations Bldg.Matls-Whsle SAN JACINTO 2.6%10.1%7.2%-7.5%-4.9%-2.3%549,046 521,616 5.3%Food Markets Service Stations Drug Stores Auto Parts/Repair RIVERSIDE 2.5%5.0%1.5%-6.7%10.1%-5.1%12,970,606 12,674,365 2.3%Restaurants Heavy Industry Bldg.Matls-Retail Department Stores COACHELLA 5.0%3.4%-1.0%-29.4%53.5%-36.1%806,692 801,410 0.7%Heavy Industry Apparel Stores Bldg.Matls-Whsle Auto Sales - Used PALM SPRINGS -1.9%8.3%-4.0%-6.6%-7.7%6.0%3,002,134 3,007,655 -0.2%Restaurants Auto Sales - New Energy Sales Service Stations DESERT HOT SPRINGS 4.9%2.8%-3.7%19.1%-3.6%-7.4%327,078 324,987 0.6%Department Stores Food Processing Eqp Service Stations Heavy Industry NORCO 0.2%0.9%1.5%5.8%9.5%15.8%1,305,679 1,280,203 2.0%Auto Sales - Used Heavy Industry Service Stations Misc. Vehicle Sales INDIAN WELLS -55.4%0.8%-100.0%-100.0%49.3%19.1%394,495 475,441 -17.0%Business Services Food Markets Miscellaneous Retail Recreation Products RANCHO MIRAGE 0.0%-1.8%10.5%-0.3%26.9%1.0%1,262,585 1,233,860 2.3%Auto Sales - New Department Stores Furniture/Appliance Restaurants PALM DESERT -3.5%-2.7%13.2%7.7%-17.1%293.8%4,624,179 4,625,478 0.0%Miscellaneous Other Furniture/Appliance Apparel Stores Food Markets CATHEDRAL CITY -3.7%-1.7%-5.7%-1.7%14.7%25.7%1,996,223 2,062,525 -3.2%Leasing Heavy Industry Auto Sales - New Service Stations LA QUINTA -1.5%3.1%-6.8%-9.4%-9.1%-17.2%2,096,831 2,139,590 -2.0%Restaurants Furniture/Appliance Auto Sales - New Bldg.Matls-Retail MORENO VALLEY 4.9%3.1%0.2%20.1%11.1%14.8%3,780,560 3,606,273 4.8%Bldg.Matls-Whsle Furniture/Appliance Service Stations Department Stores TEMECULA 23.8%1.2%6.1%-6.8%10.3%3.1%7,610,023 6,846,776 11.1%Miscellaneous Retail Auto Sales - New Department Stores Food Markets CANYON LAKE 10.8%-13.8%-5.4%9.4%214.5%34.7%46,329 46,386 -0.1%Heavy Industry Miscellaneous Retail Food Markets Service Stations CALIMESA 2.0%0.9%1.3%7.5%-23.2%9.2%150,226 151,313 -0.7%Misc. Vehicle Sales Department Stores Light Industry Service Stations MURRIETA 5.1%-3.9%3.9%1.7%-2.0%51.0%3,021,812 2,958,569 2.1%Department Stores Auto Sales - New Food Markets Service Stations WILDOMAR -10.0%11.4%-5.5%-0.8%35.6%68.5%332,486 321,481 3.4%Restaurants Misc. Vehicle Sales Service Stations Miscellaneous Retail MENIFEE 4.1%0.3%3.9%9.3%3.1%0.8%1,406,690 1,357,491 3.6%Auto Parts/Repair Furniture/Appliance Food Markets Recreation Products EASTVALE -0.2%10.1%-19.1%11.6%-44.4%-62.0%1,318,362 1,443,862 -8.7%Restaurants Bldg.Matls-Whsle Electronic Equipment Service Stations JURUPA VALLEY 11.9%-1.5%-9.7%-8.0%4.2%7.3%1,963,496 1,971,623 -0.4%Furniture/Appliance Restaurants Service Stations Department Stores RIVERSIDE COUNTY -3.7%1.0%-5.4%15.5%-4.8%64.7%5,675,827 5,660,346 0.3%Bldg.Matls-Whsle Heavy Industry Service Stations Leasing Non-Confidential MuniServices ATTACHMENT 3 19 BLANK AGENDA ITEM 7D BLANK Agenda Item 7D RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: August 22, 2016 TO: Budget and Implementation Committee FROM: Megan Kavand, Accountant Michele Cisneros, Deputy Finance Director THROUGH: Theresia Trevino, Chief Financial Officer SUBJECT: Quarterly Investment Report STAFF RECOMMENDATION: This item is for the Committee to: 1) Receive and file the Quarterly Investment Report for the quarter ended June 30, 2016; and 2) Forward to the Commission for final action. BACKGROUND INFORMATION: For many years and as a result of a low interest rate environment, the Commission’s quarterly investment reports reflected investments primarily concentrated in the Riverside County Pooled Investment Fund (RCPIF). Other investments included the state Local Agency Investment Fund and mutual funds. In connection with the issuance of sales tax revenue bonds and toll revenue bonds and the execution of Transportation Infrastructure Finance and Innovation Act (TIFIA) loan for the State Route 91 Corridor Improvement Project (SR-91 CIP), the Commission anticipated the need to engage an investment manager for the bond proceeds and other required funds. Additionally, the Commission desired to engage an investment manager to provide investment advisory and management services related to the Commission’s operating funds. Accordingly, at its May 2013 meeting, the Commission awarded two investment management services agreements to Logan Circle Partners, L.P. (Logan) for SR-91 CIP funds and to Payden & Rygel Investment Management (Payden & Rygel) for Commission operating funds. Logan invested the SR-91 CIP debt proceeds during the first quarter of Fiscal Year 2013/14 in the Short-Term Actively Managed Program (STAMP). Payden & Rygel was authorized to make specific investments for the Commission’s operating funds beginning with the third quarter of FY 2014/15. Commencing June 2015, the Commission has funded its annual SR-91 CIP equity contributions; the funds were invested by Logan in a separate STAMP account. 20 Agenda Item 7D The quarterly investment report for the fourth quarter of FY 2015/16 as required by state law and Commission policy reflects the increased investment activities resulting from the SR-91 CIP and available operating cash. The quarterly investment report includes the following information: • Investment Portfolio Report; • STAMP Portfolio by Investment Category; • STAMP Portfolio by Account; • STAMP Portfolio Transaction Report by Account; • STAMP Portfolio Summary of investments by credit rating, industry group, asset class, security type and market sector; • STAMP Portfolio Toll Revenue Project Senior Lien Fund Summary of investments by credit rating, industry group, asset class, security type and market sector; • STAMP Portfolio Toll Revenue Project Sales Tax Revenue Fund Summary of investments by credit rating, industry group, asset class, security type and market sector; • STAMP Portfolio Toll Revenue Series A & Series B Reserve Fund Summary of investments by credit rating, industry group, asset class, security type and market sector; • STAMP Portfolio Toll Revenue Project Capitalized Interest Fund Summary of investments by credit rating, industry group, asset class, security type and market sector; • STAMP Portfolio Sales Tax Revenue Capitalized Interest Fund Summary of investment by credit rating, industry group, asset class, security type and market sector; • STAMP Portfolio Sales Tax Equity Fund Summary of investment by credit rating, industry group, asset class, security type and market sector; • Logan Circle Partners, L.P. Short Duration Second Quarter 2016 Review; • Payden & Rygel Operating Portfolio by Investment Category; • Payden & Rygel Operating Portfolio Transaction Report; • Payden & Rygel Operating Portfolio Second Quarter 2016 Review; and • County of Riverside Investment Report for the Quarter Ended June 30, 2016. The Commission’s investments were in full compliance with the Commission’s investment policy adopted on April 13, 2016, and investments securities permitted under the Indenture for the Commission’s Sales Tax Revenue Bonds and the Master Indenture for the Commission’s Toll Revenue Bonds. Additionally, the Commission has adequate cash flows for the next six months. Attachments: 1) Investment Portfolio Report 2) STAMP Portfolio by Investment Category 3) STAMP Portfolio by Account 4) STAMP Portfolio Transaction Report by Account 5) STAMP Portfolio Summary of Investments 6) STAMP Portfolio Toll Revenue Project Senior Lien Fund Summary of Investments 7) STAMP Portfolio Toll Revenue Project Sales Tax Revenue Fund Summary of Investments 21 Agenda Item 7D 8) STAMP Portfolio Toll Revenue Series A & Series B Reserve Fund Summary of Investments 9) STAMP Portfolio Toll Revenue Project Capitalized Interest Fund Summary of Investments 10) STAMP Portfolio Sales Tax Revenue Capitalized Interest Fund Summary of Investments 11) STAMP Portfolio Sales Tax Equity Fund Summary of Investments 12) Payden & Rygel Operating Portfolio by Investment Category 13) Payden & Rygel Operating Portfolio Transaction Report 14) Logan Circle Partners, L.P. Short Duration Quarterly Review 15) Payden & Rygel Operating Portfolio Quarterly Review 16) County of Riverside Investment Report 22 BLANK Riverside County Transportation CommissionInvestment Portfolio ReportPeriod Ended: June 30, 2016FAIR VALUERATINGMOODYS/FITCH/S&PCOUPON RATEPAR VALUEPURCHASE DATEMATURITY DATEYIELD TO MATURITYPURCHASE COSTMARKET VALUEUNREALIZED GAIN (LOSS)OPERATING FUNDSCity National Bank Deposits24,637,885 A3/BBB+N/AN/ACounty Treasurer's Pooled Investment Fund316,552,748 Aaa-bf/AAA/V1N/A0.67%Local Agency Investment Fund (LAIF)3,649,202 Not RatedN/AN/A Subtotal Operating Funds344,839,834 FUNDS HELD IN TRUSTCounty Treasurer's Pooled Investment Fund: Local Transportation Fund101,027,729 Aaa-bf/AAA/V1N/A0.67% Subtotal Funds Held in Trust101,027,729 COMMISSION MANAGED PORTFOLIOUS Bank Payden & Rygel Operating50,669,457 First American Government Obligation Fund21,938,266 Aaa-mf/-/AAAmN/AN/A Subtotal Commission Managed Portfolio72,607,723 STAMP PORTFOLIO for 91 CIP Toll Revenue Project Senior Lien Fund35,484,552 Toll Revenue Project Sales Tax Revenue Fund5,226,632 Series A & Series B Reserve Fund19,515,395 Toll Revenue Project Capitalized Interest Fund11,650,222 Sales Tax Revenue Capitalized Interest Fund36,631,929 Sales Tax Revenue Equity Fund68,420,954 Subtotal STAMP Portfolio176,929,685 TOTAL All Cash and Investments695,404,970$ See attached report for detailsSee attached report for detailsSee attached report for detailsSee attached report for detailsSee attached report for detailsSee attached report for detailsSee attached report for details2.81%5.85%6.94%9.84%10.44%14.53%49.59%$‐$50,000,000 $100,000,000 $150,000,000 $200,000,000 $250,000,000 $300,000,000 $350,000,000 $400,000,000 STAMP Portfolio for 91 CIP ReserveSTAMP Portfolio for 91 CIP Project FundSTAMP Portfolio for 91 CIP Capitalized InterestSTAMP Portfolio for 91 CIP EquityCommission Managed Portfolio Trust FundsOperating FundsNature of Investments3.15% Mutual Funds63.60% County Pool/Cash0.52% LAIF31.71% Fixed Income0.92% Money Market Funds0.10% CashATTACHMENT 123 BLANK Source AccountAccountIdentifierSecurity Type CategoryIssuerFinal Maturity Trade Date Current Face Value Original CostNext Call Date Base Market ValueBase Net Total Unrealized Gain/Loss Coupon YieldSummarized Credit Rating256350023 LC-Sr Lien Reserve Fund-13135G0D75 Agency Federal National Mortgage Association Fannie Mae 06/22/2020 05/06/2015 600,000.00 593,490.00 --- 611,526.00 16,627.39 1.500 1.006 AAA256350005 LC-Project Fund-Toll 23133EECD0 AgencyFederal Farm Credit Banks Consolidated Systemwide Bonds 06/20/2017 06/15/2015 500,000.00 500,308.15 --- 499,865.00 (283.42) 0.478 0.524 AAA256350023 LC-Sr Lien Reserve Fund-13137EADR7 Agency Federal Home Loan Mortgage Corporation 05/01/2020 05/15/2015 475,000.00 471,527.75 --- 482,163.00 9,872.69 1.375 0.973 AAA256350023 LC-Sr Lien Reserve Fund-13137EACA5 Agency Federal Home Loan Mortgage Corporation 03/27/2019 07/05/2013 800,000.00 875,900.00 --- 863,744.00 26,322.22 3.750 0.805 AAA256350023 LC-Sr Lien Reserve Fund-13137EADB2 Agency Federal Home Loan Mortgage Corporation 01/13/2022 --- 750,000.00 737,385.50 --- 794,362.50 50,637.59 2.375 1.265 AAA256350023 LC-Sr Lien Reserve Fund-13136G3JZ9 Agency Federal National Mortgage Association Fannie Mae 04/26/2019 05/31/2016 200,000.00 200,960.00 10/26/2016 200,918.00 121.40 2.000 0.571 AAA205091001 LC-2013 A Capitalized Interest 31392HWL3 Agency CMO Federal National Mortgage Association Fannie Mae 02/25/2018 07/12/2013 19,251.5020,322.37---19,603.0336.08 5.000 0.782AAA256350023 LC-Sr Lien Reserve Fund-13137AEV77 Agency CMO Federal Home Loan Mortgage Corporation05/25/2018 07/03/2013250,252.11 257,544.62---256,268.17 3,464.26 2.699 1.252AAA256350023 LC-Sr Lien Reserve Fund-13137AJMF8 Agency CMO Federal Home Loan Mortgage Corporation10/25/2021 08/05/201530,000.0031,038.28---31,911.00 1,028.19 2.968 1.627AAA205091001 LC-2013 A Capitalized Interest 31392F6C6 Agency CMO Federal National Mortgage Association Fannie Mae 12/25/2017 07/09/2013117,242.71 124,368.87---119,061.14(101.77) 5.000 0.762AAA256350023 LC-Sr Lien Reserve Fund-138377JZ89 Agency CMOThe Government National Mortgage Association Guaranteed REMIC Pass-Through Securities10/20/2039 07/05/2013119,825.26 123,490.22---125,250.94 2,357.78 3.500 1.722AAA205091001 LC-2013 A Capitalized Interest 31393EXC8 Agency CMO Federal National Mortgage Association Fannie Mae 09/25/2018 07/24/2013180,932.92 191,280.03---185,662.52675.02 4.500 0.987AAA256350022 LC-Sr Lien Ob Fund-1 Interest31393EXC8 Agency CMO Federal National Mortgage Association Fannie Mae 09/25/2018 07/24/201320,103.6621,253.34---20,629.1775.00 4.5000.987AAA256350005 LC-Project Fund-Toll 23137AH6Q6 Agency CMO Federal Home Loan Mortgage Corporation08/25/2018 06/24/2016472,775.78 484,521.31---484,571.5464.79 2.412 1.050AAA256350023 LC-Sr Lien Reserve Fund-131392JJ83 Agency CMO Federal National Mortgage Association Fannie Mae 03/25/2018 07/08/201314,354.5615,144.06---14,622.8539.65 5.0000.733AAA256350023 LC-Sr Lien Reserve Fund-138376GB33 Agency CMOThe Government National Mortgage Association Guaranteed REMIC Pass-Through Securities10/16/2044 01/23/2015334,698.07 343,555.95---340,123.53 (2,665.67) 3.500 2.125AAA256350005 LC-Project Fund-Toll 23137A2AZ4 Agency CMO Federal Home Loan Mortgage Corporation05/25/2020 07/01/2015343,016.95 353,361.05---349,403.9293.61 2.757 1.075AAA256350023 LC-Sr Lien Reserve Fund-13137AUPE3 Agency CMO Federal Home Loan Mortgage Corporation06/25/2022 07/03/2013235,000.00 220,358.40---244,012.25 19,307.78 2.396 1.685AAA205091001 LC-2013 A Capitalized Interest 31392BVM5 Agency CMO Federal National Mortgage Association Fannie Mae 02/25/2017 07/11/20137,479.847,895.91---7,524.05(9.12) 5.500 0.137AAA256350005 LC-Project Fund-Toll 238378BR35 Agency CMO Government National Mortgage Association11/16/2042 07/10/2015338,065.78 330,459.30---332,298.38 1,789.91 1.333 1.775AAA256350023 LC-Sr Lien Reserve Fund-138378CRT6 Agency CMOThe Government National Mortgage Association Guaranteed REMIC Pass-Through Securities10/20/2040 05/22/2014101,565.8098,074.48---101,596.27 3,128.60 2.000 1.966AAA256350023 LC-Sr Lien Reserve Fund-13137A7E22 Agency CMO Federal Home Loan Mortgage Corporation04/15/2028 07/08/2013146,796.34 151,980.08---150,316.52 2,267.20 3.500 0.990AAA256350023 LC-Sr Lien Reserve Fund-13137B03W2 Agency CMO Federal Home Loan Mortgage Corporation08/25/2017 07/31/201334,731.8934,704.75---34,841.29143.53 1.426 0.889AAA256350023 LC-Sr Lien Reserve Fund-138376T5Z1 Agency CMOThe Government National Mortgage Association Guaranteed REMIC Pass-Through Securities01/16/2039 01/26/2015141,520.50 147,853.54---147,859.20631.69 3.000 1.649AAA256350023 LC-Sr Lien Reserve Fund-138377RSZ9 Agency CMOThe Government National Mortgage Association Guaranteed REMIC Pass-Through Securities06/16/2039 01/21/201549,322.6052,272.53---51,557.90(448.68) 4.500 1.702AAA256350005 LC-Project Fund-Toll 23136A8G38 Agency CMO Federal National Mortgage Association Fannie Mae 08/25/2017---184,363.67 184,934.01---184,695.5399.85 1.246 1.368AAASTAMP Portfolio by Investment Category for quarter ended June 30, 2016256350005 LC-Project Fund-Toll 23137A85H7 Agency CMO Federal Home Loan Mortgage Corporation 12/15/2039 07/13/2015 135,046.99 140,786.49 --- 141,761.53 1,366.90 3.500 1.104 AAA256350005 LC-Project Fund-Toll 23137A1LC5 Agency CMO Federal Home Loan Mortgage Corporation 08/15/2020 08/31/2015 80,727.07 82,013.66 --- 81,779.75 57.62 2.000 0.793 AAA256350022 LC-Sr Lien Ob Fund-1 Interest3136A4M89 Agency CMO Federal National Mortgage Association Fannie Mae 01/25/2019 07/05/2013 160,863.65 161,887.90 --- 163,226.73 1,992.35 1.934 1.359AAA256350023 LC-Sr Lien Reserve Fund-138378BX20 Agency CMO Government National Mortgage Association06/16/2051 03/17/201564,677.0763,238.48---63,141.64(41.94) 1.240 1.750AAA256350023 LC-Sr Lien Reserve Fund-138378B7E3 Agency CMO Government National Mortgage Association05/16/2046 05/22/2015225,752.57 216,987.02---219,729.49 2,558.75 1.744 2.177AAA256350005 LC-Project Fund-Toll 23137AQT24 Agency CMO Federal Home Loan Mortgage Corporation01/25/2019---340,000.00 347,162.50---348,180.40 1,427.26 2.130 1.082AAA256350005 LC-Project Fund-Toll 23133XY2H7 Agency CMO FHLBanks Office of Finance04/20/2017 07/13/2015252,119.58 258,974.08---255,971.96266.16 2.900 1.249AA256350023 LC-Sr Lien Reserve Fund-138377RVK8 Agency CMOThe Government National Mortgage Association Guaranteed REMIC Pass-Through Securities04/20/2039---163,213.80 167,816.93---170,478.44 3,528.55 3.000 1.398AAA256350023 LC-Sr Lien Reserve Fund-13136A7MJ8 Agency CMO Federal National Mortgage Association Fannie Mae 12/25/2019 08/20/2013125,176.71 123,318.61---125,947.80 1,555.79 1.520 1.269AAA256350023 LC-Sr Lien Reserve Fund-13137ASNH3 Agency CMO Federal Home Loan Mortgage Corporation09/25/2021 07/03/2013315,228.17 308,049.34---316,854.74 6,195.55 1.459 1.213AAA256350023 LC-Sr Lien Reserve Fund-13136A72D3 Agency CMO Federal National Mortgage Association Fannie Mae 04/25/2022 07/03/2013395,000.00 375,250.00---412,518.25 31,314.26 2.482 1.625AAA256350022 LC-Sr Lien Ob Fund-1 Interest3137ASNH3 Agency CMO Federal Home Loan Mortgage Corporation09/25/2021 08/15/2013315,228.17 306,953.43---316,854.74 6,975.62 1.459 1.213AAA205091001 LC-2013 A Capitalized Interest 31392FPP6 Agency CMO Federal National Mortgage Association Fannie Mae 11/25/2017 07/15/201370,519.3074,684.35---71,493.17(126.25) 5.000 0.959AAA205091001 LC-2013 A Capitalized Interest 3136A8G38 Agency CMO Federal National Mortgage Association Fannie Mae 08/25/2017 07/08/2013 1,825,795.16 1,798,836.15---1,829,081.59 12,230.67 1.246 1.368AAA256350022 LC-Sr Lien Ob Fund-1 Interest3136A8G38 Agency CMO Federal National Mortgage Association Fannie Mae 08/25/2017 07/08/2013553,091.04 544,924.31---554,086.61 3,705.06 1.246 1.368AAA256350005 LC-Project Fund-Toll 231394GH22 Agency CMO Federal Home Loan Mortgage Corporation07/15/2018 07/20/201585,281.3688,399.47---87,433.87497.23 4.500 1.105AAA256350005 LC-Project Fund-Toll 23137AQVV7 Agency CMO Federal Home Loan Mortgage Corporation10/25/2018 06/06/2016166,613.60 167,290.47---167,576.63300.47 1.560 0.969AAA256350005 LC-Project Fund-Toll 23137ANLP8 Agency CMO Federal Home Loan Mortgage Corporation11/25/2016---97,246.5598,042.10---97,264.05(101.26) 1.655 1.144AAA256350023 LC-Sr Lien Reserve Fund-138378B7F0 Agency CMO Government National Mortgage Association12/16/2042---450,000.00 427,324.22---440,928.00 12,888.85 2.273 2.912AAA256350023 LC-Sr Lien Reserve Fund-13137AQT24 Agency CMO Federal Home Loan Mortgage Corporation01/25/2019 10/21/2013170,000.00 171,195.31---174,090.20 3,635.36 2.130 1.082AAA256350023 LC-Sr Lien Reserve Fund-138376WA62 Agency CMOThe Government National Mortgage Association Guaranteed REMIC Pass-Through Securities10/20/2039 01/21/2015113,725.93 119,399.59---120,908.86 1,101.46 4.000 1.556AAA256350023 LC-Sr Lien Reserve Fund-138378TAF7 Agency CMOThe Government National Mortgage Association Guaranteed REMIC Pass-Through Securities07/20/2041 07/05/2013209,675.02 209,706.63---217,147.84 7,591.63 2.500 1.474AAA256350022 LC-Sr Lien Ob Fund-1 Interest31393V2T7 Agency CMO Federal Home Loan Mortgage Corporation06/15/2018 07/08/2013102,542.54 108,454.75---104,725.67198.38 4.500 0.336AAA205091001 LC-2013 A Capitalized Interest 31393V2T7 Agency CMO Federal Home Loan Mortgage Corporation06/15/2018 07/08/2013337,615.81 357,081.47---344,803.65653.16 4.500 0.336AAA256350005 LC-Project Fund-Toll 23137AH6B9 Agency CMO Federal Home Loan Mortgage Corporation10/25/2020---191,888.69 195,813.80---195,219.87174.17 2.257 1.074AAA256350023 LC-Sr Lien Reserve Fund-138377DPX8 Agency CMOThe Government National Mortgage Association Guaranteed REMIC Pass-Through Securities11/20/2036 12/31/20137,915.268,297.74---7,931.80(29.13) 2.500 0.695AAA256350023 LC-Sr Lien Reserve Fund-131395EZP5 Agency CMO Federal Home Loan Mortgage Corporation08/15/2019 07/09/201363,266.7466,934.23---64,758.56(165.36) 4.500 1.276AAA256350023 LC-Sr Lien Reserve Fund-131394DVM9 Agency CMO Federal National Mortgage Association Fannie Mae 02/25/2034 06/19/2014127,749.55 135,075.19---133,253.00803.47 5.000 1.474AAA256350023 LC-Sr Lien Reserve Fund-138378KXW4 Agency MBSThe Government National Mortgage Association Guaranteed REMIC Pass-Through Securities02/16/2037 12/11/2014192,110.79 191,180.26---191,019.60(210.29) 1.705 2.047AAA256350005 LC-Project Fund-Toll 236225FGM5 Agency MBS Ginnie Mae II08/20/2041 08/06/2015102,804.70 106,402.87---105,974.17(309.81) 1.875 1.117AAA256350023 LC-Sr Lien Reserve Fund-131413XVG5 Agency MBS Federal National Mortgage Association Fannie Mae 06/01/2019 08/04/2014200,000.00 218,500.00---208,638.00(906.66) 4.506 2.111AAA256350023 LC-Sr Lien Reserve Fund-138379KDN5 Agency MBS Government National Mortgage Association09/16/2055 08/05/2015191,434.20 186,543.65---192,961.84 6,168.33 2.100 2.391AAA256350023 LC-Sr Lien Reserve Fund-13136A4M48 Agency MBS Federal National Mortgage Association Fannie Mae 01/25/2022 07/05/2013329,463.64 330,390.25---337,202.74 7,373.23 2.098 1.393AAA256350005 LC-Project Fund-Toll 238378NNA7 Agency MBSThe Government National Mortgage Association Guaranteed REMIC Pass-Through Securities05/16/2038 06/26/2015572,901.01 576,817.33---579,059.70 2,444.72 2.250 1.945AAAPage 2 of 34ATTACHMENT 224 Source AccountAccountIdentifierSecurity Type CategoryIssuerFinal Maturity Trade Date Current Face Value Original CostNext Call Date Base Market ValueBase Net Total Unrealized Gain/Loss Coupon YieldSummarized Credit RatingSTAMP Portfolio by Investment Category for quarter ended June 30, 2016256350023 LC-Sr Lien Reserve Fund-131381PEB0 Agency MBS Federal National Mortgage Association Fannie Mae 11/01/2020 09/26/2014 262,482.35 276,385.71 --- 284,053.15 13,471.25 3.370 1.626 AAA256350023 LC-Sr Lien Reserve Fund-13137A7JU5 Agency MBS Federal Home Loan Mortgage Corporation 11/25/2017 07/03/2013 325,000.00 351,203.13 --- 334,925.50 2,533.05 3.882 1.235 AAA256350023 LC-Sr Lien Reserve Fund-138378KRS0 Agency MBSThe Government National Mortgage Association Guaranteed REMIC Pass-Through Securities 07/16/2043 05/08/2015 450,000.00 434,460.94 --- 452,385.00 17,400.79 2.389 2.418 AAA256350005 LC-Project Fund-Toll 23136AEYG6 Agency MBS Federal National Mortgage Association Fannie Mae 06/25/2018 07/02/2015 209,392.08 212,009.49 --- 212,133.02 1,048.88 1.825 1.203 AAA256350023 LC-Sr Lien Reserve Fund-138378KWU9 Agency MBSThe Government National Mortgage Association Guaranteed REMIC Pass-Through Securities 11/16/2041 05/22/2015 65,668.74 64,021.89 --- 64,055.26 (30.14) 1.400 2.245 AAA256350005 LC-Project Fund-Toll 236225FLU1 Agency MBS Ginnie Mae II 02/20/2042 08/06/2015 214,445.88 221,750.44 --- 222,487.61 983.42 2.000 0.879 AAA256350023 LC-Sr Lien Reserve Fund-138378XP62 Agency MBSThe Government National Mortgage Association Guaranteed REMIC Pass-Through Securities 05/16/2055 05/14/2015 453,306.38 458,901.88 --- 469,348.89 10,678.25 2.500 1.785 AAA256350005 LC-Project Fund-Toll 23138EKUP8 Agency MBS Federal National Mortgage Association Fannie Mae 03/01/2025 09/21/2015 191,726.62 202,046.91 --- 198,254.91 (2,746.59) 5.000 2.161 AAA256350023 LC-Sr Lien Reserve Fund-131404WTT3 Agency MBS Federal National Mortgage Association Fannie Mae 05/01/2019 12/31/2013 56,032.10 62,461.36 --- 57,622.85 (1,736.73)4.500 1.857 AAA256350023 LC-Sr Lien Reserve Fund-131417YKF3 Agency MBS Federal National Mortgage Association Fannie Mae 01/01/2030 07/10/2013 123,703.37 130,507.06 --- 134,943.06 4,654.42 4.500 1.796 AAA256350023 LC-Sr Lien Reserve Fund-131385XBG1 Agency MBS Federal National Mortgage Association Fannie Mae 03/01/2018 09/13/2013 6,794.87 7,236.53 --- 6,907.12 (18.50) 6.000 1.539 AAA256350023 LC-Sr Lien Reserve Fund-131416YXJ2 Agency MBS Federal National Mortgage Association Fannie Mae 08/01/2026 07/03/2013 53,504.04 56,020.40 --- 56,804.70 1,416.78 3.500 1.277 AAA256350022 LC-Sr Lien Ob Fund-1 Interest31402RBG3 Agency MBS Federal National Mortgage Association Fannie Mae 09/01/2019 --- 33,099.48 35,504.08 --- 34,101.40 (145.97) 6.000 1.590 AAA205091001 LC-2013 A Capitalized Interest 31402RBG3 Agency MBS Federal National Mortgage Association Fannie Mae 09/01/2019 --- 113,195.43 121,407.13 --- 116,621.85 (495.39) 6.000 1.590 AAA256350005 LC-Project Fund-Toll 23138L1TX7 Agency MBS Federal National Mortgage Association Fannie Mae 11/01/2017 06/18/2015 306,430.02 307,818.54 --- 306,417.76 (659.93) 1.660 1.643 AAA256350022 LC-Sr Lien Ob Fund-1 Interest31385JLF3 Agency MBS Federal National Mortgage Association Fannie Mae 08/01/2017 09/18/2013 56,426.00 60,234.76 --- 57,365.49 (221.47) 6.000 1.511 AAA256350023 LC-Sr Lien Reserve Fund-138378KSL4 Agency MBSThe Government National Mortgage Association Guaranteed REMIC Pass-Through Securities 12/16/2046 --- 425,000.00 415,829.11 --- 436,122.25 20,131.89 2.785 2.763 AAA256350023 LC-Sr Lien Reserve Fund-13137B6ZL8 Agency MBS Federal Home Loan Mortgage Corporation 12/25/2019 01/07/2014 31,744.71 32,379.24 --- 32,196.44 133.33 2.075 1.010 AAA256350005 LC-Project Fund-Toll 236225EUY6 Agency MBS Ginnie Mae II 09/20/2039 09/17/2015 94,723.57 97,417.29 --- 96,777.18 (551.43) 1.875 1.476 AAA256350023 LC-Sr Lien Reserve Fund-131418AFW3 Agency MBS Federal National Mortgage Association Fannie Mae 06/01/2022 07/10/2013 177,128.47 182,940.50 --- 185,914.04 4,868.71 3.000 0.513 AAA256350023 LC-Sr Lien Reserve Fund-13138L33G8 Agency MBS Federal National Mortgage Association Fannie Mae 06/01/2020 11/12/2015 100,000.00 99,875.00 --- 102,806.00 2,950.062.010 1.143 AAA205091001 LC-2013 A Capitalized Interest 31410GSQ7 Agency MBS Federal National Mortgage Association Fannie Mae 12/01/2017 07/05/2013 53,000.28 56,909.05 --- 53,941.03 (316.55) 6.000 1.918 AAA256350023 LC-Sr Lien Reserve Fund-138378B6A2 Agency MBS Government National Mortgage Association 11/16/2052 01/22/2015 134,496.46 130,256.67 --- 133,138.05 2,926.21 1.826 1.992 AAA205091001 LC-2013 A Capitalized Interest 31294LPZ0 Agency MBS Federal Home Loan Mortgage Corporation 12/01/2016 07/05/2013 20,776.59 21,964.75 --- 20,862.81 (62.69) 6.000 2.032 AAA205091001 LC-2013 A Capitalized Interest 36200AFG9 Agency MBS Government National Mortgage Association 11/15/2017 07/09/2013 15,087.6116,077.73 --- 15,327.50 (127.76) 5.500 2.164 AAA205091001 LC-2013 A Capitalized Interest 3128MBTH0 Agency MBS Federal Home Loan Mortgage Corporation 03/01/2019 07/26/2013 62,840.31 66,610.72 --- 64,504.95 (114.87) 5.000 1.762 AAA205091001 LC-2013 A Capitalized Interest 36290WH47 Agency MBS Government National Mortgage Association 09/15/2018 07/18/2013 522,933.97 555,617.34 --- 532,587.33 (6,677.11) 4.500 2.211 AAA205091001 LC-2013 A Capitalized Interest 3128H4NR6 Agency MBS Federal Home Loan Mortgage Corporation05/01/2018 07/16/201345,329.2248,020.64---46,519.5727.25 5.000 1.233AAA205091001 LC-2013 A Capitalized Interest 31402QT68 Agency MBS Federal National Mortgage Association Fannie Mae 10/01/2019 07/11/2013132,836.20 143,504.61---138,242.63(452.93) 6.000 1.406AAA205091001 LC-2013 A Capitalized Interest 3128PGLY7 Agency MBS Federal Home Loan Mortgage Corporation05/01/2017 07/17/201364,333.8867,791.83---65,964.10788.51 5.000 -1.838AAA205091001 LC-2013 A Capitalized Interest 3128GNR59 Agency MBS Federal Home Loan Mortgage Corporation10/01/2016 07/05/201319,928.0821,111.31---19,995.84(43.05) 6.000 2.494AAA256350023 LC-Sr Lien Reserve Fund-13128MMAK9 Agency MBS Federal Home Loan Mortgage Corporation09/01/2019 07/08/2013101,430.16 107,832.94---105,310.88179.50 5.000 1.750AAA205091001 LC-2013 A Capitalized Interest 31401MWC1 Agency MBS Federal National Mortgage Association Fannie Mae 06/01/2018 07/12/2013429,056.27 457,481.25---440,353.32355.52 4.500 1.041AAA205091001 LC-2013 A Capitalized Interest 3128PHVS7 Agency MBS Federal Home Loan Mortgage Corporation11/01/2019 07/16/201332,387.6434,128.47---33,230.3796.82 5.000 0.685AAA205091001 LC-2013 A Capitalized Interest 3132FEAK7 Agency MBS Federal Home Loan Mortgage Corporation12/01/2017 07/03/201372,305.6076,621.35---74,148.67211.62 5.000 0.260AAA256350023 LC-Sr Lien Reserve Fund-13136AEYG6 Agency MBS Federal National Mortgage Association Fannie Mae 06/25/2018 11/20/2013134,327.00 135,386.93---136,085.34 1,357.57 1.825 1.203AAA256350005 LC-Project Fund-Toll 23137A7JU5 Agency MBS Federal Home Loan Mortgage Corporation11/25/2017 06/03/2016430,000.00 442,345.70---443,132.20 1,430.95 3.882 1.235AAA256350005 LC-Project Fund-Toll 255315FAB6 Asset Backed MMAF EQUIP FIN LLC 2016-A12/17/2018 05/03/2016275,000.00 274,996.84---275,269.50272.51 1.390 1.285AAA256350005 LC-Project Fund-Toll 247787UAD5 Asset Backed John Deere Owner Trust 201506/17/2019---600,000.00 600,819.73---602,184.00 1,577.27 1.320 0.964AAA256350005 LC-Project Fund-Toll 2161571FK5 Asset Backed Chase Issuance Trust08/16/2021 12/10/2015150,000.00 148,359.38---151,951.50 3,355.65 1.580 1.159AAA256350005 LC-Project Fund-Toll 258768WAD1 Asset Backed Mercedes-Benz Auto Receivables Trust 2013-111/15/2019 06/16/2015350,000.00 351,066.41---350,227.50(261.87) 1.130 1.081AAA256350005 LC-Project Fund-Toll 202582JGG9 Asset Backed American Express Credit Account Master Trust05/17/2021 02/26/2016300,000.00 300,468.75---300,219.00(197.21) 0.862 0.854AAA256350005 LC-Project Fund-Toll 236159LBW5 Asset Backed GE Dealer Floorplan Master Not04/22/2019 05/03/2016300,000.00 300,656.25---300,714.00163.05 1.198 0.941AAA256350005 LC-Project Fund-Toll 265478QAD0 Asset Backed Nissan Auto Lease Trust 2016-A03/15/2019 05/17/2016155,000.00 154,992.99---155,469.65476.45 1.490 1.331AAA256350005 LC-Project Fund-Toll 258769AAD8 Asset Backed Mercedes-Benz Auto Lease Trust 2015-B07/16/2018---600,000.00 600,906.74---601,518.00619.60 1.340 1.103AAA256350005 LC-Project Fund-Toll 290290KAD7 Asset Backed USAA Auto Owner Trust 2014-105/15/2019 06/12/2015445,000.00 443,991.80---445,102.35560.91 0.940 0.914AAA256350005 LC-Project Fund-Toll 243814KAC5 Asset Backed Honda Auto Receivables 2015-1 Owner Trust10/15/2018 06/02/2016600,000.00 600,093.75---600,948.00861.68 1.050 0.866AAA256350005 LC-Project Fund-Toll 2161571HB3 Asset Backed Chase Issuance Trust05/17/2021 06/07/2016500,000.00 500,878.91---500,145.00(718.43) 0.852 0.868AAA256350005 LC-Project Fund-Toll 2161571GJ7 Asset Backed Chase Issuance Trust01/15/2019---500,000.00 500,726.56---501,000.00536.83 1.150 0.785AAA256350005 LC-Project Fund-Toll 258772PAC2 Asset Backed Mercedes-Benz Auto Receivables Trust 2015-106/15/2018 08/04/2015268,704.57 268,736.06---268,822.80(2.46) 0.712 0.640AAA256350005 LC-Project Fund-Toll 2161571GQ1 Asset Backed Chase Issuance Trust11/15/2019 10/28/2015120,000.00 120,510.94---120,622.80277.13 1.380 1.002AAA256350005 LC-Project Fund-Toll 236159LCR5 Asset Backed GE Dealer Floorplan Master Not01/20/2020 06/07/2016110,000.00 109,759.38---109,654.60(113.55) 0.948 1.172AAA256350005 LC-Project Fund-Toll 2477877AD6 Asset Backed John Deere Owner Trust 2014-B11/15/2018---452,257.61 452,225.81---452,447.56221.18 1.070 1.012AAA256350005 LC-Project Fund-Toll 260689LAC9 Asset Backed MMAF EQUIP FIN LLC 2013-A12/11/2017 08/05/201560,724.5060,752.96---60,722.07(13.82) 1.030 1.049AAA256350001 LC-Project Fund-2 Senior Lien55314MAD8 Asset Backed MMAF Equipment Finance LLC 2011-A07/15/2017 11/04/20153,623.173,631.67---3,625.090.75 2.100 0.828AAA256350005 LC-Project Fund-Toll 255315GAC2 Asset Backed MMAF EQUIP FIN LLC 2015-A10/16/2019---282,000.00 281,080.94---282,349.68904.50 1.390 1.277AAA256350005 LC-Project Fund-Toll 2161571BQ6 Asset Backed Chase Issuance Trust04/15/2019 04/27/2016300,000.00 299,730.47---299,793.0047.53 0.492 0.623AAA256350005 LC-Project Fund-Toll 202582JGS3 Asset Backed American Express Credit Account Master Trust01/15/2020 07/13/2015500,000.00 500,859.38---502,030.00 1,618.29 1.260 0.836AAA256350005LC-Project Fund-Toll 262888WAA4 CMONCUA GTD NTS TR 2010-R312/08/2020---516,472.13 518,518.78---517,406.94 (1,079.60) 0.996 1.062AAA256350005 LC-Project Fund-Toll 262888YAA0 CMONCUA Guaranteed Notes Trust 2011-R101/08/2020 07/14/2015203,199.18 204,183.43---203,611.67(360.93) 0.915 1.062AAA256350001 LC-Project Fund-2 Senior Lien69350AGD4 CPPpg Industries, Inc.07/13/2016 05/19/2016 1,500,000.00 1,498,120.83---1,499,715.00125.00 0.000 0.571AA256350005 LC-Project Fund-Toll 244890MG14 CPHyundai Capital America07/01/2016 06/07/2016 1,200,000.00 1,199,432.00---1,200,000.000.00 0.000 0.000AA256350001 LC-Project Fund-2 Senior Lien05333TG80 CPAutoZone, Inc.07/08/2016 06/14/2016 1,600,000.00 1,599,285.33---1,599,824.0032.45 0.000 0.567AA256350005 LC-Project Fund-Toll 278513KG70 CPS&P Global Inc.07/07/2016 06/07/2016 1,200,000.00 1,199,150.00---1,199,892.0062.00 0.000 0.541AA256350001 LC-Project Fund-2 Senior Lien6116M2G52 CPMonsanto Company07/05/2016 05/31/2016700,000.00 699,421.53---699,958.0024.11 0.000 0.541AA256350001 LC-Project Fund-2 Senior Lien07588LGC6 CPBecton, Dickinson and Company07/12/2016 06/07/2016 1,600,000.00 1,598,896.90---1,599,728.0084.89 0.000 0.557AA256350001 LC-Project Fund-2 Senior Lien78513KG62 CPS&P Global Inc.07/06/2016 06/06/2016 1,600,000.00 1,598,942.22---1,599,872.0060.89 0.000 0.577AA256350001 LC-Project Fund-2 Senior Lien28103AGJ7 CPEdison International07/18/2016 06/28/2016 1,600,000.00 1,599,404.45---1,599,584.0090.22 0.000 0.551AAPage 3 of 3425 Source AccountAccountIdentifierSecurity Type CategoryIssuerFinal Maturity Trade Date Current Face Value Original CostNext Call Date Base Market ValueBase Net Total Unrealized Gain/Loss Coupon YieldSummarized Credit RatingSTAMP Portfolio by Investment Category for quarter ended June 30, 2016256350001 LC-Project Fund-2 Senior Lien0255E2GF1 CP American Electric Power Company, Inc. 07/15/2016 06/20/2016 1,600,000.00 1,599,122.22 --- 1,599,648.00 139.56 0.000 0.567 AA256350001 LC-Project Fund-2 Senior Lien41282JH20 CP Harley-Davidson Financial Services, Inc. 08/02/2016 06/21/2016 1,600,000.00 1,598,674.67 --- 1,599,120.00 129.78 0.000 0.620 AA256350022 LC-Sr Lien Ob Fund-1 Interest92780JH20 CP Virginia Electric and Power Company 08/02/2016 06/23/2016 150,000.00 149,881.67 --- 149,917.50 12.16 0.000 0.620 AAA256350001 LC-Project Fund-2 Senior Lien92780JH20 CP Virginia Electric and Power Company 08/02/2016 06/28/2016 1,350,000.00 1,349,109.00 --- 1,349,257.50 121.50 0.000 0.620 AAA256350005 LC-Project Fund-Toll 244331BG56 CP HP Inc. 07/05/2016 06/23/2016 2,000,000.00 1,999,473.34 --- 1,999,880.00 55.55 0.000 0.541 AA256350001 LC-Project Fund-2 Senior Lien27743JGC1 CP Eastman Chemical Company 07/12/2016 06/21/2016 1,600,000.00 1,599,328.00 --- 1,599,728.00 80.00 0.000 0.557 AA256350001 LC-Project Fund-2 Senior Lien07787PGN2 CP The Bell Telephone Company of Canada Or Bell Canada 07/22/2016 06/23/2016 1,700,000.00 1,698,945.52 --- 1,699,439.00 202.59 0.000 0.567 AA256350001 LC-Project Fund-2 Senior Lien6362P2GR1 CP National Grid USA 07/25/2016 06/20/2016 1,600,000.00 1,598,957.78 --- 1,599,408.00 122.67 0.000 0.556 AA256350005 LC-Project Fund-Toll 243357LG71 CP Hitachi Capital America Corp. 07/07/2016 06/07/2016 1,200,000.00 1,199,100.00 --- 1,199,892.00 72.00 0.000 0.541 AA256350001 LC-Project Fund-2 Senior Lien25737LGK0 CP Dominion Gas Holdings, LLC 07/19/2016 06/08/2016 1,600,000.00 1,598,737.78 --- 1,599,552.00 120.00 0.000 0.561 AAA256350001 LC-Project Fund-2 Senior Lien83700EGT9 CP South Carolina Electric & Gas Company 07/27/2016 06/29/2016 1,700,000.00 1,698,876.11 --- 1,699,320.00 363.61 0.000 0.555 AA256350005 LC-Project Fund-Toll 269430LGJ1 CP Pacific Gas and Electric Company 07/18/2016 06/30/2016 900,000.00 899,685.00 --- 899,766.00 63.50 0.000 0.551 AA256350001 LC-Project Fund-2 Senior Lien43357LG71 CP Hitachi Capital America Corp. 07/07/2016 06/07/2016 1,500,000.00 1,498,912.50 --- 1,499,865.00 90.00 0.000 0.541 AA256350001 LC-Project Fund-2 Senior Lien44890MGN6 CP Hyundai Capital America 07/22/2016 06/28/2016 1,600,000.00 1,599,233.33 --- 1,599,472.00 172.00 0.000 0.567 AA256350001 LC-Project Fund-2 Senior Lien66765EG82 CP Northwest Natural Gas Company 07/08/2016 06/02/2016 1,485,000.00 1,484,019.90 --- 1,484,836.65 27.23 0.000 0.567 AA256350005 LC-Project Fund-Toll 283701LGU9 CP South Carolina Fuel Company, Inc. 07/28/2016 06/30/2016 1,500,000.00 1,498,903.34 --- 1,499,370.00 427.49 0.000 0.561 AA256350001 LC-Project Fund-2 Senior Lien05635MGD9 CP Bacardi Corporation 07/13/2016 06/16/2016 1,600,000.00 1,599,136.00 --- 1,599,696.00 80.00 0.000 0.571 AA256350001 LC-Project Fund-2 Senior Lien83701LGD7 CP South Carolina Fuel Company, Inc. 07/13/2016 06/16/2016 1,600,000.00 1,599,112.00 --- 1,599,696.00 90.67 0.000 0.571 AA256350005 LC-Project Fund-Toll 207787PG51 CP The Bell Telephone Company of Canada Or Bell Canada 07/05/2016 06/07/2016 1,200,000.00 1,199,281.33 --- 1,199,928.00 30.67 0.000 0.541 AA256350001 LC-Project Fund-2 Senior Lien69430LGJ1 CP Pacific Gas and Electric Company 07/18/2016 06/14/2016 1,600,000.00 1,598,942.22 --- 1,599,584.00 112.89 0.000 0.551 AA256350005 LC-Project Fund-Toll 216677AG66 CP Chevron Phillips Chemical Company LLC 07/06/2016 06/29/2016 700,000.00 699,918.33 --- 699,944.00 2.34 0.000 0.577 AAA256350001 LC-Project Fund-2 Senior Lien60920VGU0 CP Mondelez International, Inc. 07/28/2016 06/23/2016 1,700,000.00 1,698,810.00 --- 1,699,286.00 204.00 0.000 0.561 AA256350001 LC-Project Fund-2 Senior Lien47836JGV5 CP Johnson Controls, Inc. 07/29/2016 06/30/2016 1,000,000.00 999,395.83 --- 1,000,000.00 583.34 0.000 0.000 AA256350005 LC-Project Fund-Toll 205634BG69 CP Bacardi U.S.A., Inc. 07/06/2016 06/08/2016 1,000,000.00 999,385.56 --- 999,920.00 29.72 0.000 0.577 AA256350001 LC-Project Fund-2 Senior Lien04635PG60 CP AstraZeneca PLC 07/06/2016 06/03/2016 1,600,000.00 1,599,002.67 --- 1,599,872.00 23.11 0.000 0.577 AA205091001 LC-2013 A Capitalized Interest 037833AJ9 Corporate Apple Inc. 05/03/2018 06/17/2015 3,000,000.00 2,960,430.00 --- 3,007,380.00 32,976.52 1.000 0.865AA256350005 LC-Project Fund-Toll 200138CAA6 CorporateAIG GLOBAL FDG SR SECD MEDIUMTERM NTS BOOK ENTRY 144A12/15/2017---700,000.00 702,068.00---703,052.00 1,322.69 1.650 1.347A256350022 LC-Sr Lien Ob Fund-1 Interest38144LAB6 CorporateThe Goldman Sachs Group, Inc.09/01/2017 07/03/2013300,000.00 322,515.00---316,863.00 10,113.27 6.250 1.386A256350005 LC-Project Fund-Toll 2553794AA6 CorporateMUFG Americas Holdings Corporation02/09/2018---350,000.00 348,334.50 01/09/2018350,332.50 1,442.27 1.625 1.562A256350005 LC-Project Fund-Toll 2865622CB8 Corporate Sumitomo Mitsui Banking Corporation 01/18/2019 01/13/2016 250,000.00 250,000.00 --- 251,742.50 1,742.50 1.573 1.296 A256350005 LC-Project Fund-Toll 2166754AK7 CorporateCHEVRON PHILLIPS CHEM CO LLC / CHEVRON PHILLIPS CHEM CO LP 05/01/2018 06/11/2015 300,000.00 299,631.00 --- 299,310.00 (453.20) 1.700 1.827 A256350005 LC-Project Fund-Toll 222546QAM9 Corporate Credit Suisse AG 05/26/2017 --- 555,000.00 554,149.80 --- 554,661.45 258.45 1.155 1.208 A256350022 LC-Sr Lien Ob Fund-1 Interest05565QCC0 Corporate BP Capital Markets P.L.C. 11/06/2017 07/03/2013 300,000.00 292,194.00 --- 301,047.00 3,550.57 1.375 1.114 A256350005 LC-Project Fund-Toll 226442CAD6 Corporate Duke Energy Carolinas, LLC 04/15/2018 06/11/2015 116,000.00 127,422.52 --- 124,203.52 924.67 5.100 1.102 AA256350005 LC-Project Fund-Toll 225152RVQ3 Corporate Deutsche Bank Aktiengesellschaft 02/13/2017 01/25/2016 15,000.00 14,971.05 --- 14,984.70 1.90 1.237 1.425 BBB256350022 LC-Sr Lien Ob Fund-1 Interest166764AE0 Corporate Chevron Corporation 06/24/2018 06/17/2015 300,000.00 301,848.00 05/24/2018 303,504.00 2,294.34 1.718 1.095 AA256350005 LC-Project Fund-Toll 289352HAP4 Corporate TransCanada PipeLines Limited 01/12/2018 02/03/2016 150,000.00 146,716.50 --- 149,365.50 1,981.09 1.421 1.697 A256350005 LC-Project Fund-Toll 2828807CM7 Corporate Simon Property Group, L.P. 02/01/2018 --- 540,000.00 540,516.00 11/01/2017 542,311.20 1,704.13 1.500 1.176 A256350022 LC-Sr Lien Ob Fund-1 Interest891145TN4 Corporate The Toronto-Dominion Bank 03/13/2017 05/21/2015 700,000.00 707,168.00 --- 702,786.00 (28.68) 1.500 0.930 AAA205091001 LC-2013 A Capitalized Interest 084664BE0 Corporate Berkshire Hathaway Finance Corporation 05/15/2018 06/17/2015 800,000.00 890,632.00 --- 865,248.00 6,264.17 5.400 0.998 AA256350005 LC-Project Fund-Toll 205531FAP8 Corporate BB&T Corporation 06/15/2018 --- 380,000.00 381,823.60 05/15/2018 382,025.40 264.17 1.513 1.212 A256350022 LC-Sr Lien Ob Fund-1 Interest48121CYK6 Corporate JPMorgan Chase Bank, National Association 10/01/2017 07/03/2013 300,000.00 341,424.00 --- 316,863.00 4,142.88 6.000 1.454 A256350005 LC-Project Fund-Toll 2446438RR6 Corporate The Huntington National Bank 11/06/2018 --- 550,000.00 553,005.00 10/06/2018 556,732.00 3,725.57 2.200 1.647 A256350005 LC-Project Fund-Toll 290261XHJ4 Corporate UBS AG 03/26/2018 01/12/2016 250,000.00 249,745.00 --- 250,215.00 416.52 1.340 1.280 A256350005 LC-Project Fund-Toll 274153WCE7 Corporate Pricoa Global Funding I 08/18/2017 06/10/2015 300,000.00 299,511.00 --- 301,020.00 1,275.43 1.350 1.047 AA256350022 LC-Sr Lien Ob Fund-1 Interest89236TAY1 Corporate Toyota Motor Credit Corporation 10/24/2018 06/17/2015 500,000.00 505,870.00 --- 509,715.00 5,610.32 2.000 1.147 AA205091001 LC-2013 A Capitalized Interest 89236TAY1 Corporate Toyota Motor Credit Corporation 10/24/2018 06/17/2015 2,000,000.00 2,023,480.00 --- 2,038,860.00 22,441.27 2.000 1.147 AA256350005 LC-Project Fund-Toll 259562VAT4 Corporate Berkshire Hathaway Energy Company 04/01/2018 10/15/2015 150,000.00 165,180.00 --- 161,623.50 704.54 5.750 1.265 A256350005 LC-Project Fund-Toll 2928668AF9 Corporate Volkswagen Group of America Finance, LLC 11/20/2017 06/11/2015 300,000.00 300,525.00 --- 300,126.00 (176.64) 1.600 1.569 A256350005 LC-Project Fund-Toll 206050TLY6 Corporate Bank of America, National Association 03/26/2018 06/10/2015 300,000.00 298,968.00 --- 301,800.00 2,448.51 1.650 1.300 A256350001 LC-Project Fund-2 Senior Lien91324PCJ9 Corporate UnitedHealth Group Incorporated 01/17/2017 08/03/2015 290,000.00 290,222.43 --- 290,368.30 284.36 1.083 0.865 A256350005 LC-Project Fund-Toll 269353RET1 Corporate PNC Realty Investors, Inc. 11/05/2018 --- 550,000.00 553,280.50 10/06/2018 556,671.50 3,444.44 1.800 1.255 A256350005 LC-Project Fund-Toll 202665WBB6 Corporate American Honda Finance Corporation 02/22/2019 --- 420,000.00 424,065.30 --- 424,649.40 658.39 1.479 1.041 A205091001 LC-2013 A Capitalized Interest 89114QAE8 Corporate The Toronto-Dominion Bank 10/19/2016 07/08/2013 750,000.00 776,452.50 --- 753,510.00 1,036.87 2.375 0.822 AA256350005 LC-Project Fund-Toll 2037833BR0 Corporate Apple Inc. 02/22/2019 --- 450,000.00 454,432.50 --- 456,439.50 2,114.45 1.474 0.915 AA205091001 LC-2013 A Capitalized Interest 459200GX3 Corporate International Business Machines Corporation 07/22/2016 07/10/2013 465,000.00 477,936.30---465,274.3524.01 1.950 0.976AA256350005 LC-Project Fund-Toll 217401QAC5 CorporateCitizens Bank, National Association12/03/2018---550,000.00 553,356.00 11/03/2018557,199.50 3,869.21 2.300 1.727A256350022 LC-Sr Lien Ob Fund-1 Interest02580ECC5 CorporateAmerican Express Bank, FSB.09/13/2017 07/08/2013250,000.00 287,890.00---263,375.00 2,117.25 6.000 1.493A256350005 LC-Project Fund-Toll 291159HHD5CorporateU.S. Bancorp05/15/2017---550,000.00 554,566.00 04/15/2017552,634.5022.99 1.650 1.041A256350005 LC-Project Fund-Toll 246623EKD0 CorporateJPMorgan Chase & Co.03/01/2018---730,000.00 729,894.80 02/01/2018734,044.20 3,879.97 1.700 1.346A256350005 LC-Project Fund-Toll 289837LAA3 CorporateThe Trustees of Princeton University03/01/2019 06/26/2015175,000.00 194,153.75---192,514.00 3,436.46 4.950 1.133AAA256350005 LC-Project Fund-Toll 240428HPQ9 CorporateHSBC USA Inc.03/05/2018---395,000.00 394,330.60---395,248.85689.31 1.700 1.661A256350005 LC-Project Fund-Toll 261747YDT9 CorporateMorgan Stanley03/22/2017 06/08/2016300,000.00 308,265.00---307,440.00(304.44) 4.750 1.312A256350005 LC-Project Fund-Toll 238141GRC0 CorporateThe Goldman Sachs Group, Inc.01/22/2018---580,000.00 586,667.20---587,795.20 1,760.38 2.375 1.500A256350005 LC-Project Fund-Toll 206050TKX9 CorporateBank of America, National Association06/15/2017---505,000.00 501,876.55---503,348.65704.22 0.953 1.280A256350005 LC-Project Fund-Toll 289114QBF4 CorporateThe Toronto-Dominion Bank01/22/2019---525,000.00 528,126.80---528,533.25484.70 1.475 1.208AA205091001 LC-2013 A Capitalized Interest 30231GAL6 CorporateExxon Mobil Corporation03/06/2018 06/10/2015580,000.00 579,344.60---584,524.00 4,929.34 1.305 0.837AAA256350022 LC-Sr Lien Ob Fund-1 Interest30231GAL6 CorporateExxon Mobil Corporation03/06/2018 06/10/2015420,000.00 419,525.40---423,276.00 3,569.52 1.305 0.837AAAPage 4 of 3426 Source AccountAccountIdentifierSecurity Type CategoryIssuerFinal Maturity Trade Date Current Face Value Original CostNext Call Date Base Market ValueBase Net Total Unrealized Gain/Loss Coupon YieldSummarized Credit RatingSTAMP Portfolio by Investment Category for quarter ended June 30, 2016256350005 LC-Project Fund-Toll 255279HAH3 Corporate Manufacturers and Traders Trust Company 07/25/2017 --- 550,000.00 549,163.10 --- 549,043.00 (439.78) 0.938 1.101 A256350005 LC-Project Fund-Toll 209062XAB9 Corporate Biogen Inc. 03/01/2018 03/03/2016 55,000.00 60,217.85 --- 59,862.00 454.51 6.875 1.492 A256350022 LC-Sr Lien Ob Fund-1 Interest94974BGF1 Corporate Wells Fargo & Company 01/30/2020 06/03/2015 600,000.00 594,924.00 --- 610,176.00 14,130.08 2.150 1.660 A256350005 LC-Project Fund-Toll 294988J5B9 Corporate Wells Fargo Bank, National Association 01/22/2018 --- 500,000.00 501,314.25 --- 502,205.00 942.48 1.375 1.093 AA256350005 LC-Project Fund-Toll 249327M2H6 Corporate KeyBank National Association 06/01/2018 --- 650,000.00 650,060.00 --- 653,094.00 2,765.39 1.700 1.447 A256350005 LC-Project Fund-Toll 294974BFK1 Corporate Wells Fargo & Company 04/23/2018 --- 440,000.00 440,084.80 --- 441,012.00 944.69 1.268 1.138 A205091001 LC-2013 A Capitalized Interest 89153VAC3 Corporate Total Capital International 06/28/2017 07/08/2013 160,000.00 157,765.60 ---160,832.00 1,406.90 1.550 1.023 AA256350022 LC-Sr Lien Ob Fund-1 Interest46625HJL5 Corporate JPMorgan Chase & Co. 05/15/2018 06/03/2015 500,000.00 497,550.00 --- 501,955.00 3,530.48 1.625 1.413 A205091001 LC-2013 A Capitalized Interest 90327QCW7 Corporate USAA Capital Corporation 12/13/2016 07/11/2013 4,000,000.00 4,145,440.00 --- 4,025,400.00 5,799.13 2.250 0.842 AA256350022 LC-Sr Lien Ob Fund-1 Interest63307EAB3 Corporate National Bank of Canada 10/19/2016 05/21/2015 900,000.00 918,414.00 --- 902,934.00 (1,048.24) 2.200 1.115 AAA256350005 LC-Project Fund-Toll 238147MAA3 Corporate The Goldman Sachs Group, Inc. 07/19/2018 12/02/2015 100,000.00 102,578.00 --- 102,617.00 586.38 2.900 1.599 A256350005 LC-Project Fund-Toll 246849LSL6 Corporate Jackson National Life Global Funding 10/15/2018 --- 450,000.00 452,757.00 --- 455,278.50 2,561.90 1.875 1.353 AA256350005 LC-Project Fund-Toll 2209111ET6 Corporate Consolidated Edison Company of New York, Inc. 04/01/2018 06/22/2015 220,000.00 245,828.00 --- 237,912.40 1,439.29 5.850 1.144 A256350005 LC-Project Fund-Toll 231677QAV1 Corporate Fifth Third Bank 02/28/2018 06/08/2016 400,000.00 400,544.00 01/28/2018 401,984.00 1,455.82 1.450 1.132 A256350005 LC-Project Fund-Toll 2063679ZT4 Corporate Bank of Montreal 01/30/2017 06/12/2015 300,000.00 304,620.00 --- 301,905.00 242.81 1.950 0.856 AAA256350005 LC-Project Fund-Toll 20258M0DZ9 Corporate American Express Credit Corporation 11/05/2018 --- 450,000.00 453,007.50 10/05/2018 454,788.00 1,850.82 1.875 1.396 A256350005 LC-Project Fund-Toll 255279HAA8 Corporate Manufacturers and Traders Trust Company 03/07/2018 06/06/2016 400,000.00 400,012.00 02/05/2018 400,908.00 895.83 1.450 1.306A256350005 LC-Project Fund-Toll 259217GAY5 CorporateMetropolitan Life Global Funding I01/10/2018---550,000.00 550,406.00---553,168.00 2,650.51 1.500 1.119AA256350005 LC-Project Fund-Toll 280851QDA9 CorporateThe Charles Schwab Corporation09/01/2017 10/27/201565,000.0071,075.55---68,916.9035.16 6.375 1.170A256350022 LC-Sr Lien Ob Fund-1 Interest78011DAC8 CorporateRoyal Bank of Canada09/19/2017 05/21/2015700,000.00 700,763.00---701,519.00 1,113.18 1.200 1.020AAA205091001 LC-2013 A Capitalized Interest 822582AC6 CorporateShell International Finance B.V.03/22/2017 07/08/2013400,000.00 449,936.00---412,488.00 2,445.47 5.200 0.885AA256350005 LC-Project Fund-Toll 2780082AA1 CorporateRoyal Bank of Canada02/05/2020 06/24/2016990,000.00 1,002,941.55---1,002,998.7075.79 1.875 1.499AAA256350005 LC-Project Fund-Toll 2842434CN0 CorporateSouthern California Gas Company06/15/2018 06/15/2015250,000.00 249,992.50---252,417.50 2,422.52 1.550 1.050AA256350005 LC-Project Fund-Toll 248121CYK6 CorporateJPMorgan Chase Bank, National Association10/01/2017 03/09/2016250,000.00 265,022.50---264,052.50 1,869.75 6.000 1.454A256350005 LC-Project Fund-Toll 259217GAZ2 CorporateMetropolitan Life Global Funding I06/22/2018 11/10/2015150,000.00 150,199.50---151,486.50 1,333.30 1.875 1.365AA256350005 LC-Project Fund-Toll 26174467V5 CorporateMorgan Stanley04/25/2018---311,000.00 314,084.33---314,004.2679.33 1.918 1.383A256350005 LC-Project Fund-Toll 2CCYUSD CurrencyUNITED STATES OF AMERICA06/30/2016---0.00 551,160.50---551,160.500.00 0.000 0.000AAA256350005 LC-Project Fund-Toll 24581X0CJ5 Non-US Gov Inter-American Development Bank09/12/2016 04/20/2016100,000.00 100,012.10---100,043.0036.69 0.625 0.409AAA256350005 LC-Project Fund-Toll 262944BBC7 Non-US Gov N.V. Bank Nederlandse Gemeenten07/14/2017---575,000.00 574,335.00---574,430.75(90.15) 0.700 0.799AAA256350005 LC-Project Fund-Toll 2748148RV7 Non-US Gov Gouvernement de la Province de Quebec09/04/2018---375,000.00 374,252.10---374,115.00(237.05) 0.910 0.975AA256350005 LC-Project Fund-Toll 2500769FZ2 Non-US Gov KfW12/15/2016---540,000.00 539,671.10---539,989.20255.73 0.625 0.629AAA256350005 LC-Project Fund-Toll 2298785GK6 Non-US Gov Banque Europeenne D'investissement (BEI)04/18/2017---575,000.00 575,503.50---575,575.00148.92 0.875 0.749AAA256350005 LC-Project Fund-Toll 2302154BL2 Non-US Gov The Export-Import Bank of Korea 01/14/2017 02/04/2016 200,000.00 200,380.00 --- 200,276.00 55.82 1.380 1.137 AA256350005 LC-Project Fund-Toll 245818WAN6 Non-US Gov Inter-American Development Bank 12/12/2016 05/12/2016 250,000.00 250,025.00 --- 249,985.00 (33.86) 0.646 0.666 AAA256350005 LC-Project Fund-Toll 245950KBY5 Non-US Gov International Finance Corporation 08/01/2016 --- 600,000.00 599,964.00 --- 599,964.00 (24.79) 0.477 0.549 AAA256350005 LC-Project Fund-Toll 2500769GE8 Non-US Gov KfW 07/15/2016 04/26/2016 325,000.00 325,000.00 --- 325,009.75 9.75 0.500 0.427 AAA256350023 LC-Sr Lien Reserve Fund-1 9AMMF05B2 MM Fund U.S. Bank Money Market Account Fund 06/30/2016 --- 0.00 145,788.27 --- 145,788.27 0.00 0.000 0.000 NA256350022 LC-Sr Lien Ob Fund-1 Interest 9AMMF05B2 MM Fund U.S. Bank Money Market Account Fund 06/30/2016 --- 0.00 75,774.61 --- 75,774.61 0.00 0.000 0.000 NA205091001 LC-2013 A Capitalized Interest 9AMMF05B2 MM Fund U.S. Bank Money Market Account Fund 06/30/2016 --- 0.00 390,539.82 --- 390,539.82 0.00 0.000 0.000 NA256350001 LC-Project Fund-2 Senior Lien 9AMMF05B2 MM Fund U.S. Bank Money Market Account Fund 06/30/2016 --- 0.00 164,097.76 --- 164,097.76 0.00 0.000 0.000 NA256350004 LC-PF-2 Sales Tax Revenue Bond 9AMMF05B2 MM Fund U.S. Bank Money Market Account Fund 06/30/2016 --- 0.00 5,226,632.41 --- 5,226,632.41 0.00 0.000 0.000 NA256350005 LC-Project Fund-Toll 2 9AMMF05B2 MM Fund U.S. Bank Money Market Account Fund 06/30/2016 06/30/2016 0.00 419,117.65 --- 419,117.65 0.00 0.000 0.000 NA205091001 LC-2013 A Capitalized Interest 184126YS3 Muni Clayton County Water Authority 05/01/2017 07/11/2013 770,000.00 755,939.80 --- 775,351.50 8,526.24 1.300 0.466 AA205091001 LC-2013 A Capitalized Interest 64966H4E7 Muni New York, City of 10/01/2017 07/12/2013 1,170,000.00 1,238,222.70 --- 1,205,825.40 15,019.52 3.140 0.681 AA256350005 LC-Project Fund-Toll 265819WAC7 Muni North Carolina Eastern Municipal Power Agency 07/01/2018 --- 190,000.00 190,625.40 --- 192,141.30 1,644.88 2.003 1.430 A256350005 LC-Project Fund-Toll 2544587B98 Muni Municipal Improvement Corporation of Los Angeles 11/01/2018 11/04/2015 160,000.00 160,000.00 --- 163,928.00 3,928.00 2.3441.274 A256350005 LC-Project Fund-Toll 2180848HP1 Muni Clark, County of 07/01/2017 07/06/2015 120,000.00 126,764.40 --- 124,039.20 595.48 4.300 0.920 AA256350005 LC-Project Fund-Toll 220772JL59 Muni Connecticut, State of 08/01/2020 03/03/2016 130,000.00 132,577.90 --- 135,848.70 3,445.96 2.500 1.364 AA256350005 LC-Project Fund-Toll 213063BFU1 Muni California, State Of 03/01/2019 --- 140,000.00 158,412.45 --- 158,020.80 1,184.30 6.200 1.279 AA256350005 LC-Project Fund-Toll 2937308AZ7 Muni WBRP 3.2 WASHINGTON BIOMED RES 03/01/2018 09/25/2015 95,000.00 95,000.00 --- 95,666.90 666.90 1.485 1.059 AA256350022 LC-Sr Lien Ob Fund-1 Interest235219JS2 Muni Dallas, City of 02/15/2017 07/10/2013 650,000.00 650,000.00 --- 654,511.00 4,511.00 1.589 0.475 AA205091001 LC-2013 A Capitalized Interest 235219JS2 Muni Dallas, City of 02/15/2017 07/10/2013 2,135,000.00 2,135,000.00 --- 2,149,816.90 14,816.90 1.589 0.475 AA256350005 LC-Project Fund-Toll 249130TRY4 Muni Kentucky Housing Corporation 01/01/2017 06/17/2015 275,000.00 274,634.25 --- 275,382.25 502.75 0.937 0.660 AAA256350005 LC-Project Fund-Toll 291476PPG7 Muni University of Oklahoma 07/01/2020 11/17/2015 80,000.00 79,544.00 --- 82,361.60 2,760.41 2.349 1.585 A256350023 LC-Sr Lien Reserve Fund-1912828WU0 TIPS Treasury, United States Department of 07/15/2024 02/05/2016 604,494.00 588,253.10 --- 610,569.16 21,577.86 0.125 0.000 AAA256350005 LC-Project Fund-Toll 2912828K33 TIPS Treasury, United States Department of 04/15/2020 --- 2,145,213.00 2,161,905.95 --- 2,194,424.19 33,016.55 0.125 -0.474 AAA256350023 LC-Sr Lien Reserve Fund-1912828B58 US Gov Treasury, United States Department of 01/31/2021 --- 1,540,000.00 1,573,283.21 --- 1,619,279.20 50,758.34 2.125 0.974 AAA256350005 LC-Project Fund-Toll 2912828TG5 US Gov Treasury, United States Department of 07/31/2017 --- 1,600,000.00 1,592,193.36 --- 1,599,504.00 5,468.27 0.500 0.529 AAA205091001 LC-2013 A Capitalized Interest 912828M23 US Gov Treasury, United States Department of 10/31/2017 12/28/2015 800,000.00 798,262.41 --- 800,536.00 1,789.41 0.428 0.385 AAA205091001 LC-2013 A Capitalized Interest 912828UB4 US Gov Treasury, United States Department of 11/30/2019 06/17/2015 2,500,000.00 2,433,398.44 --- 2,516,300.00 67,823.43 1.000 0.806 AAA256350023 LC-Sr Lien Reserve Fund-1912828UF5 US Gov Treasury, United States Department of 12/31/2019 --- 1,250,000.00 1,231,787.31 --- 1,263,425.00 28,276.03 1.125 0.813 AAA256350005 LC-Project Fund-Toll 2912828KD1 US Gov Treasury, United States Department of 02/15/2019 --- 1,935,000.00 2,027,131.64 --- 2,039,606.10 26,994.50 2.750 0.670 AAA256350023 LC-Sr Lien Reserve Fund-1912828VV9 US Gov Treasury, United States Department of 08/31/2020 --- 235,000.00 241,525.78 --- 246,475.05 5,561.29 2.125 0.928 AAA256350022 LC-Sr Lien Ob Fund-1 Interest912828RX0 US Gov Treasury, United States Department of 12/31/2016 09/13/2013 950,000.00 945,212.89 --- 952,194.50 2,928.52 0.875 0.412 AAA256350005 LC-Project Fund-Toll 2912828UA6 US Gov Treasury, United States Department of 11/30/2017 --- 3,465,000.00 3,454,861.14 --- 3,467,841.30 11,170.75 0.625 0.567 AAA256350005 LC-Project Fund-Toll 2912828B58 US GovTreasury, United States Department of01/31/2021--- 1,125,000.00 1,160,760.74---1,182,915.00 23,184.58 2.125 0.974AAA205091001LC-2013 A Capitalized Interest 912828J84 US GovTreasury, United States Department of03/31/2020 06/03/2015 3,700,000.00 3,650,945.31---3,769,967.00 108,440.89 1.375 0.862AAA256350022 LC-Sr Lien Ob Fund-1 Interest912828J84 US GovTreasury, United States Department of03/31/2020---600,000.00 591,146.48---611,346.00 18,336.24 1.375 0.862AAA256350023 LC-Sr Lien Reserve Fund-1912828VB3 US GovTreasury, United States Department of05/15/2023 07/05/2013 1,600,000.00 1,487,125.00---1,650,560.00 132,203.76 1.750 1.268AAA256350005 LC-Project Fund-Toll 2912828UF5 US GovTreasury, United States Department of12/31/2019--- 3,775,000.00 3,776,018.56---3,815,543.50 39,603.55 1.125 0.813AAA256350005 LC-Project Fund-Toll 2912828UR9 US GovTreasury, United States Department of02/28/2018--- 2,750,000.00 2,747,428.71---2,757,507.50 10,268.94 0.750 0.585AAA256350022 LC-Sr Lien Ob Fund-1 Interest912828UA6 US GovTreasury, United States Department of11/30/2017 07/05/2013 1,200,000.00 1,166,062.50---1,200,984.00 12,117.27 0.625 0.567AAAPage 5 of 3427 Source AccountAccountIdentifierSecurity Type CategoryIssuerFinal Maturity Trade Date Current Face Value Original CostNext Call Date Base Market ValueBase Net Total Unrealized Gain/Loss Coupon YieldSummarized Credit RatingSTAMP Portfolio by Investment Category for quarter ended June 30, 2016205091001 LC-2013 A Capitalized Interest 912828UA6 US GovTreasury, United States Department of11/30/2017 07/05/2013 1,750,000.00 1,700,507.81---1,751,435.00 17,671.02 0.625 0.567AAA256350023 LC-Sr Lien Reserve Fund-1912828XB1 US GovTreasury, United States Department of05/15/2025 05/24/2016 1,200,000.00 1,228,546.88---1,267,548.00 39,296.15 2.125 1.447AAA256350022 LC-Sr Lien Ob Fund-1 Interest912828K41 US GovTreasury, United States Department of04/30/2017 07/30/2015200,000.00 200,001.77---200,030.0029.16 0.334 0.320AAA205091001 LC-2013 A Capitalized Interest 912828RU6 US GovTreasury, United States Department of11/30/2016 07/05/2013 3,350,000.00 3,346,990.23---3,356,867.50 7,239.69 0.875 0.384AAA256350023 LC-Sr Lien Reserve Fund-1912828RC6 US GovTreasury, United States Department of08/15/2021--- 1,775,000.00 1,804,427.73---1,870,548.25 67,819.50 2.125 1.044AAA256350005 LC-Project Fund-Toll 2912828VK3 US GovTreasury, United States Department of06/30/2018--- 3,475,000.00 3,511,639.86---3,527,820.00 22,372.76 1.375 0.609AAA205091001 LC-2013 A Capitalized Interest 912828UZ1 US GovTreasury, United States Department of04/30/2018 06/03/2015 3,400,000.00 3,360,421.88---3,402,244.00 27,329.03 0.625 0.589AAA256350022 LC-Sr Lien Ob Fund-1 Interest912828UZ1 US GovTreasury, United States Department of04/30/2018 07/14/2015700,000.00 693,656.25---700,462.00 4,638.82 0.625 0.589AAA168,210,536.13 175,978,019.93176,929,685.28 1,367,066.86Page 6 of 3428 Source Account Account IdentifierSecurity Type Category Issuer Final Maturity Trade DateCurrent Face Value Original CostNext Call Date Base Market ValueBase Net Total Unrealized Gain/Loss Coupon YieldSummarized Credit Rating205091001 LC-2013 A Capitalized Interest 31392HWL3 Agency CMO Federal National Mortgage Association Fannie Mae02/25/2018 07/12/2013 19,251.5020,322.37---19,603.0336.08 5.000 0.782AAA205091001 LC-2013 A Capitalized Interest 31392F6C6 Agency CMO Federal National Mortgage Association Fannie Mae12/25/2017 07/09/2013 117,242.71 124,368.87---119,061.14(101.77) 5.000 0.762AAA205091001 LC-2013 A Capitalized Interest 31393EXC8 Agency CMO Federal National Mortgage Association Fannie Mae09/25/2018 07/24/2013 180,932.92 191,280.03---185,662.52675.02 4.500 0.987AAA205091001 LC-2013 A Capitalized Interest 31392BVM5 Agency CMO Federal National Mortgage Association Fannie Mae02/25/2017 07/11/2013 7,479.847,895.91---7,524.05(9.12) 5.500 0.137AAA205091001 LC-2013 A Capitalized Interest 31392FPP6 Agency CMO Federal National Mortgage Association Fannie Mae11/25/2017 07/15/2013 70,519.3074,684.35---71,493.17(126.25) 5.000 0.959AAA205091001 LC-2013 A Capitalized Interest 3136A8G38 Agency CMO Federal National Mortgage Association Fannie Mae08/25/2017 07/08/2013 1,825,795.16 1,798,836.15---1,829,081.5912,230.67 1.246 1.368AAA205091001 LC-2013 A Capitalized Interest 31393V2T7 Agency CMO Federal Home Loan Mortgage Corporation06/15/2018 07/08/2013 337,615.81 357,081.47---344,803.65653.16 4.500 0.336AAA205091001 LC-2013 A Capitalized Interest 31402RBG3 Agency MBS Federal National Mortgage Association Fannie Mae09/01/2019--- 113,195.43 121,407.13---116,621.85(495.39) 6.000 1.590AAA205091001 LC-2013 A Capitalized Interest 31410GSQ7 Agency MBS Federal National Mortgage Association Fannie Mae12/01/2017 07/05/2013 53,000.2856,909.05---53,941.03(316.55) 6.000 1.918AAA205091001 LC-2013 A Capitalized Interest 31294LPZ0 Agency MBS Federal Home Loan Mortgage Corporation12/01/2016 07/05/2013 20,776.5921,964.75---20,862.81(62.69) 6.000 2.032AAA205091001 LC-2013 A Capitalized Interest 36200AFG9 Agency MBS Government National Mortgage Association11/15/2017 07/09/2013 15,087.6116,077.73---15,327.50(127.76) 5.500 2.164AAA205091001 LC-2013 A Capitalized Interest 3128MBTH0 Agency MBS Federal Home Loan Mortgage Corporation03/01/2019 07/26/2013 62,840.3166,610.72---64,504.95(114.87) 5.000 1.762AAA205091001 LC-2013 A Capitalized Interest 36290WH47 Agency MBS Government National Mortgage Association09/15/2018 07/18/2013 522,933.97 555,617.34---532,587.33(6,677.11) 4.500 2.211AAA205091001 LC-2013 A Capitalized Interest 3128H4NR6 Agency MBS Federal Home Loan Mortgage Corporation05/01/2018 07/16/2013 45,329.2248,020.64---46,519.5727.25 5.000 1.233AAA205091001 LC-2013 A Capitalized Interest 31402QT68 Agency MBS Federal National Mortgage Association Fannie Mae10/01/2019 07/11/2013 132,836.20 143,504.61---138,242.63(452.93) 6.000 1.406AAA205091001 LC-2013 A Capitalized Interest 3128PGLY7 Agency MBS Federal Home Loan Mortgage Corporation05/01/2017 07/17/2013 64,333.8867,791.83---65,964.10788.51 5.000 -1.838AAA205091001 LC-2013 A Capitalized Interest 3128GNR59 Agency MBS Federal Home Loan Mortgage Corporation10/01/2016 07/05/2013 19,928.0821,111.31---19,995.84(43.05) 6.000 2.494AAA205091001 LC-2013 A Capitalized Interest 31401MWC1 Agency MBS Federal National Mortgage Association Fannie Mae06/01/2018 07/12/2013 429,056.27 457,481.25---440,353.32355.52 4.500 1.041AAA205091001 LC-2013 A Capitalized Interest 3128PHVS7 Agency MBS Federal Home Loan Mortgage Corporation11/01/2019 07/16/2013 32,387.6434,128.47---33,230.3796.82 5.000 0.685AAA205091001 LC-2013 A Capitalized Interest 3132FEAK7 Agency MBS Federal Home Loan Mortgage Corporation12/01/2017 07/03/2013 72,305.6076,621.35---74,148.67211.62 5.000 0.260AAA205091001 LC-2013 A Capitalized Interest 037833AJ9 CorporateApple Inc.05/03/2018 06/17/2015 3,000,000.00 2,960,430.00---3,007,380.0032,976.52 1.000 0.865AA205091001 LC-2013 A Capitalized Interest 084664BE0 CorporateBerkshire Hathaway Finance Corporation05/15/2018 06/17/2015 800,000.00 890,632.00---865,248.006,264.17 5.400 0.998AA205091001 LC-2013 A Capitalized Interest 89236TAY1 CorporateToyota Motor Credit Corporation10/24/2018 06/17/2015 2,000,000.00 2,023,480.00---2,038,860.0022,441.27 2.000 1.147AA205091001 LC-2013 A Capitalized Interest 89114QAE8 CorporateThe Toronto-Dominion Bank10/19/2016 07/08/2013 750,000.00 776,452.50---753,510.001,036.87 2.375 0.822AA205091001 LC-2013 A Capitalized Interest 459200GX3 CorporateInternational Business Machines Corporation07/22/2016 07/10/2013 465,000.00 477,936.30---465,274.3524.01 1.950 0.976AA205091001 LC-2013 A Capitalized Interest 30231GAL6 CorporateExxon Mobil Corporation03/06/2018 06/10/2015 580,000.00 579,344.60---584,524.004,929.34 1.305 0.837AAA205091001 LC-2013 A Capitalized Interest 89153VAC3 CorporateTotal Capital International06/28/2017 07/08/2013 160,000.00 157,765.60---160,832.001,406.90 1.550 1.023AA205091001 LC-2013 A Capitalized Interest 90327QCW7 CorporateUSAA Capital Corporation12/13/2016 07/11/2013 4,000,000.00 4,145,440.00---4,025,400.005,799.13 2.250 0.842AA205091001 LC-2013 A Capitalized Interest 822582AC6 CorporateShell International Finance B.V.03/22/2017 07/08/2013 400,000.00 449,936.00---412,488.002,445.47 5.200 0.885AA205091001 LC-2013 A Capitalized Interest 9AMMF05B2 MM FundU.S. Bank Money Market Account Fund06/30/2016---0.00 390,539.82---390,539.820.00 0.000 0.000NA205091001 LC-2013 A Capitalized Interest 184126YS3 MuniClayton County Water Authority05/01/2017 07/11/2013 770,000.00 755,939.80---775,351.508,526.24 1.300 0.466AA205091001 LC-2013 A Capitalized Interest 64966H4E7 MuniNew York, City of10/01/2017 07/12/2013 1,170,000.00 1,238,222.70---1,205,825.4015,019.52 3.140 0.681AA205091001 LC-2013 A Capitalized Interest 235219JS2 MuniDallas, City of02/15/2017 07/10/2013 2,135,000.00 2,135,000.00---2,149,816.9014,816.90 1.589 0.475AA205091001 LC-2013 A Capitalized Interest 912828M23 US GovTreasury, United States Department of10/31/2017 12/28/2015 800,000.00 798,262.41---800,536.001,789.41 0.428 0.385AAA205091001 LC-2013 A Capitalized Interest912828UB4 US GovTreasury, United States Department of11/30/2019 06/17/2015 2,500,000.00 2,433,398.44---2,516,300.0067,823.43 1.000 0.806AAASTAMP Portfolio by Account for quarter ended June 30, 2016205091001 LC-2013 A Capitalized Interest 912828J84 US GovTreasury, United States Department of03/31/2020 06/03/2015 3,700,000.00 3,650,945.31---3,769,967.00108,440.89 1.375 0.862AAA205091001 LC-2013 A Capitalized Interest 912828UA6 US GovTreasury, United States Department of11/30/2017 07/05/2013 1,750,000.00 1,700,507.81---1,751,435.0017,671.02 0.625 0.567AAA205091001 LC-2013 A Capitalized Interest 912828RU6 US GovTreasury, United States Department of11/30/2016 07/05/2013 3,350,000.00 3,346,990.23---3,356,867.507,239.69 0.875 0.384AAA205091001 LC-2013 A Capitalized Interest 912828UZ1 US GovTreasury, United States Department of04/30/2018 06/03/2015 3,400,000.00 3,360,421.88---3,402,244.0027,329.03 0.625 0.589AAA36,631,928.58256350001 LC-Project Fund-2 Senior Lien55314MAD8 Asset Backed MMAF Equipment Finance LLC 2011-A07/15/2017 11/04/2015 3,623.173,631.67---3,625.090.75 2.100 0.828AAA256350001 LC-Project Fund-2 Senior Lien91324PCJ9 CorporateUnitedHealth Group Incorporated01/17/2017 08/03/2015 290,000.00 290,222.43---290,368.30284.36 1.083 0.865A256350001 LC-Project Fund-2 Senior Lien69350AGD4 CPPpg Industries, Inc.07/13/2016 05/19/2016 1,500,000.00 1,498,120.83---1,499,715.00125.00 0.000 0.571AA256350001 LC-Project Fund-2 Senior Lien05333TG80 CPAutoZone, Inc.07/08/2016 06/14/2016 1,600,000.00 1,599,285.33---1,599,824.0032.450.000 0.567AA256350001 LC-Project Fund-2 Senior Lien6116M2G52 CPMonsanto Company07/05/2016 05/31/2016 700,000.00 699,421.53---699,958.0024.11 0.000 0.541AA256350001 LC-Project Fund-2 Senior Lien07588LGC6 CPBecton, Dickinson and Company07/12/2016 06/07/2016 1,600,000.00 1,598,896.90---1,599,728.0084.89 0.000 0.557AA256350001 LC-Project Fund-2 Senior Lien78513KG62 CPS&P Global Inc.07/06/2016 06/06/2016 1,600,000.00 1,598,942.22---1,599,872.0060.89 0.000 0.577AA256350001 LC-Project Fund-2 Senior Lien28103AGJ7 CPEdison International07/18/2016 06/28/2016 1,600,000.00 1,599,404.45---1,599,584.0090.22 0.000 0.551AA256350001 LC-Project Fund-2 Senior Lien0255E2GF1 CPAmerican Electric Power Company, Inc.07/15/2016 06/20/2016 1,600,000.00 1,599,122.22---1,599,648.00139.56 0.000 0.567AA256350001 LC-Project Fund-2 Senior Lien41282JH20 CPHarley-Davidson Financial Services, Inc.08/02/2016 06/21/2016 1,600,000.00 1,598,674.67---1,599,120.00129.78 0.000 0.620AA256350001 LC-Project Fund-2 Senior Lien92780JH20 CPVirginia Electric and Power Company08/02/2016 06/28/2016 1,350,000.00 1,349,109.00---1,349,257.50121.50 0.000 0.620AAA256350001 LC-Project Fund-2 Senior Lien27743JGC1 CPEastman Chemical Company07/12/2016 06/21/2016 1,600,000.00 1,599,328.00---1,599,728.0080.00 0.000 0.557AA256350001 LC-Project Fund-2 Senior Lien07787PGN2 CPThe Bell Telephone Company of Canada Or Bell Canada07/22/2016 06/23/2016 1,700,000.00 1,698,945.52---1,699,439.00202.59 0.000 0.567AA256350001 LC-Project Fund-2 Senior Lien6362P2GR1 CPNational Grid USA07/25/2016 06/20/2016 1,600,000.00 1,598,957.78---1,599,408.00122.67 0.000 0.556AA256350001 LC-Project Fund-2 Senior Lien25737LGK0 CPDominion Gas Holdings, LLC07/19/2016 06/08/2016 1,600,000.00 1,598,737.78---1,599,552.00120.00 0.000 0.561AAA256350001 LC-Project Fund-2 Senior Lien83700EGT9 CPSouth Carolina Electric & Gas Company07/27/2016 06/29/2016 1,700,000.00 1,698,876.11---1,699,320.00363.61 0.000 0.555AA256350001 LC-Project Fund-2 Senior Lien43357LG71 CPHitachi Capital America Corp.07/07/2016 06/07/2016 1,500,000.00 1,498,912.50---1,499,865.0090.00 0.000 0.541AA256350001 LC-Project Fund-2 Senior Lien44890MGN6 CPHyundai Capital America07/22/2016 06/28/2016 1,600,000.00 1,599,233.33---1,599,472.00172.00 0.000 0.567AA256350001 LC-Project Fund-2 Senior Lien66765EG82 CPNorthwest Natural Gas Company07/08/2016 06/02/2016 1,485,000.00 1,484,019.90---1,484,836.6527.23 0.000 0.567AA256350001 LC-Project Fund-2 Senior Lien05635MGD9 CPBacardi Corporation07/13/2016 06/16/2016 1,600,000.00 1,599,136.00---1,599,696.0080.00 0.000 0.571AA256350001 LC-Project Fund-2 Senior Lien83701LGD7 CPSouth Carolina Fuel Company, Inc.07/13/2016 06/16/2016 1,600,000.00 1,599,112.00---1,599,696.0090.67 0.000 0.571AA256350001 LC-Project Fund-2 Senior Lien69430LGJ1 CPPacific Gas and Electric Company07/18/2016 06/14/2016 1,600,000.00 1,598,942.22---1,599,584.00112.89 0.000 0.551AA256350001 LC-Project Fund-2 Senior Lien60920VGU0 CPMondelez International, Inc.07/28/2016 06/23/2016 1,700,000.00 1,698,810.00---1,699,286.00204.00 0.000 0.561AA256350001 LC-Project Fund-2 Senior Lien47836JGV5 CPJohnson Controls, Inc.07/29/2016 06/30/2016 1,000,000.00 999,395.83---1,000,000.00583.34 0.000 0.000AA256350001 LC-Project Fund-2 Senior Lien04635PG60 CPAstraZeneca PLC07/06/2016 06/03/2016 1,600,000.00 1,599,002.67---1,599,872.0023.11 0.000 0.577AA256350001 LC-Project Fund-2 Senior Lien9AMMF05B2 MM FundU.S. Bank Money Market Account Fund06/30/2016---0.00 164,097.76---164,097.760.00 0.000 0.000NA35,484,552.30256350004 LC-PF-2 Sales Tax Revenue Bond 9AMMF05B2 MM FundU.S. Bank Money Market Account Fund06/30/2016---0.00 5,226,632.41---5,226,632.410.00 0.000 0.000NA256350005 LC-Project Fund-Toll 23133EECD0 AgencyFederal Farm Credit Banks Consolidated Systemwide Bonds06/20/2017 06/15/2015 500,000.00 500,308.15---499,865.00(283.42) 0.478 0.524AAA256350005 LC-Project Fund-Toll 23137AH6Q6 Agency CMO Federal Home Loan Mortgage Corporation08/25/2018 06/24/2016 472,775.78 484,521.31---484,571.5464.79 2.412 1.050AAA256350005 LC-Project Fund-Toll 23137A2AZ4 Agency CMO Federal Home Loan Mortgage Corporation05/25/2020 07/01/2015 343,016.95 353,361.05---349,403.9293.61 2.757 1.075AAA256350005 LC-Project Fund-Toll 238378BR35 Agency CMO Government National Mortgage Association11/16/2042 07/10/2015 338,065.78 330,459.30---332,298.381,789.91 1.333 1.775AAA256350005 LC-Project Fund-Toll 23136A8G38 Agency CMO Federal National Mortgage Association Fannie Mae08/25/2017--- 184,363.67 184,934.01---184,695.5399.85 1.246 1.368AAA256350005 LC-Project Fund-Toll 23137A85H7 Agency CMO Federal Home Loan Mortgage Corporation12/15/2039 07/13/2015 135,046.99 140,786.49---141,761.531,366.90 3.500 1.104AAA256350005 LC-Project Fund-Toll 23137A1LC5 Agency CMO Federal Home Loan Mortgage Corporation08/15/2020 08/31/2015 80,727.0782,013.66---81,779.7557.62 2.000 0.793AAA256350005 LC-Project Fund-Toll 23137AQT24 Agency CMO Federal Home Loan Mortgage Corporation01/25/2019--- 340,000.00 347,162.50---348,180.401,427.26 2.130 1.082AAAPage 7 of 34ATTACHMENT 329 Source Account Account IdentifierSecurity Type Category Issuer Final Maturity Trade DateCurrent Face Value Original CostNext Call Date Base Market ValueBase Net Total Unrealized Gain/Loss Coupon YieldSummarized Credit RatingSTAMP Portfolio by Account for quarter ended June 30, 2016256350005 LC-Project Fund-Toll 23133XY2H7 Agency CMO FHLBanks Office of Finance04/20/2017 07/13/2015 252,119.58 258,974.08---255,971.96266.16 2.900 1.249AA256350005 LC-Project Fund-Toll 231394GH22 Agency CMO Federal Home Loan Mortgage Corporation07/15/2018 07/20/2015 85,281.3688,399.47---87,433.87497.23 4.500 1.105AAA256350005 LC-Project Fund-Toll 23137AQVV7 Agency CMO Federal Home Loan Mortgage Corporation10/25/2018 06/06/2016 166,613.60 167,290.47---167,576.63300.47 1.560 0.969AAA256350005 LC-Project Fund-Toll 23137ANLP8 Agency CMO Federal Home Loan Mortgage Corporation11/25/2016--- 97,246.5598,042.10---97,264.05(101.26) 1.655 1.144AAA256350005 LC-Project Fund-Toll 23137AH6B9 Agency CMO Federal Home Loan Mortgage Corporation10/25/2020--- 191,888.69 195,813.80---195,219.87174.17 2.257 1.074AAA256350005 LC-Project Fund-Toll 236225FGM5 Agency MBS Ginnie Mae II08/20/2041 08/06/2015 102,804.70 106,402.87---105,974.17(309.81) 1.875 1.117AAA256350005 LC-Project Fund-Toll 238378NNA7 Agency MBSThe Government National Mortgage Association Guaranteed REMIC Pass-Through Securities05/16/2038 06/26/2015 572,901.01 576,817.33---579,059.702,444.72 2.250 1.945AAA256350005 LC-Project Fund-Toll 23136AEYG6 Agency MBS Federal National Mortgage Association Fannie Mae06/25/2018 07/02/2015 209,392.08 212,009.49---212,133.021,048.88 1.825 1.203AAA256350005 LC-Project Fund-Toll 236225FLU1 Agency MBS Ginnie Mae II02/20/2042 08/06/2015 214,445.88 221,750.44---222,487.61983.42 2.0000.879AAA256350005 LC-Project Fund-Toll 23138EKUP8 Agency MBS Federal National Mortgage Association Fannie Mae03/01/2025 09/21/2015 191,726.62 202,046.91---198,254.91(2,746.59) 5.000 2.161AAA256350005 LC-Project Fund-Toll 23138L1TX7 Agency MBS Federal National Mortgage Association Fannie Mae11/01/2017 06/18/2015 306,430.02 307,818.54---306,417.76(659.93) 1.660 1.643AAA256350005 LC-Project Fund-Toll 236225EUY6 Agency MBS Ginnie Mae II09/20/2039 09/17/2015 94,723.5797,417.29---96,777.18(551.43) 1.875 1.476AAA256350005 LC-Project Fund-Toll 23137A7JU5 Agency MBS Federal Home Loan Mortgage Corporation11/25/2017 06/03/2016 430,000.00 442,345.70---443,132.201,430.95 3.882 1.235AAA256350005 LC-Project Fund-Toll 255315FAB6 Asset Backed MMAF EQUIP FIN LLC 2016-A12/17/2018 05/03/2016 275,000.00 274,996.84---275,269.50272.51 1.390 1.285AAA256350005 LC-Project Fund-Toll 247787UAD5 Asset Backed John Deere Owner Trust 201506/17/2019--- 600,000.00 600,819.73---602,184.001,577.27 1.320 0.964AAA256350005 LC-Project Fund-Toll 2161571FK5 Asset Backed Chase Issuance Trust08/16/2021 12/10/2015 150,000.00 148,359.38---151,951.503,355.65 1.580 1.159AAA256350005 LC-Project Fund-Toll 258768WAD1 Asset Backed Mercedes-Benz Auto Receivables Trust 2013-111/15/2019 06/16/2015 350,000.00 351,066.41---350,227.50(261.87) 1.130 1.081AAA256350005 LC-Project Fund-Toll 202582JGG9 Asset Backed American Express Credit Account Master Trust05/17/2021 02/26/2016 300,000.00 300,468.75---300,219.00(197.21) 0.862 0.854AAA256350005 LC-Project Fund-Toll 236159LBW5 Asset Backed GE Dealer Floorplan Master Not04/22/2019 05/03/2016 300,000.00 300,656.25---300,714.00163.05 1.198 0.941AAA256350005 LC-Project Fund-Toll 265478QAD0 Asset Backed Nissan Auto Lease Trust 2016-A03/15/2019 05/17/2016 155,000.00 154,992.99---155,469.65476.45 1.490 1.331AAA256350005 LC-Project Fund-Toll 258769AAD8 Asset Backed Mercedes-Benz Auto Lease Trust 2015-B07/16/2018--- 600,000.00 600,906.74---601,518.00619.60 1.340 1.103AAA256350005 LC-Project Fund-Toll 290290KAD7 Asset Backed USAA Auto Owner Trust 2014-105/15/2019 06/12/2015 445,000.00 443,991.80---445,102.35560.91 0.940 0.914AAA256350005 LC-Project Fund-Toll 243814KAC5 Asset Backed Honda Auto Receivables 2015-1 Owner Trust10/15/2018 06/02/2016 600,000.00 600,093.75---600,948.00861.68 1.050 0.866AAA256350005 LC-Project Fund-Toll 2161571HB3 Asset Backed Chase Issuance Trust05/17/2021 06/07/2016 500,000.00 500,878.91---500,145.00(718.43) 0.852 0.868AAA256350005 LC-Project Fund-Toll 2161571GJ7 Asset Backed Chase Issuance Trust01/15/2019--- 500,000.00 500,726.56---501,000.00536.83 1.150 0.785AAA256350005 LC-Project Fund-Toll 258772PAC2 Asset Backed Mercedes-Benz Auto Receivables Trust 2015-106/15/2018 08/04/2015 268,704.57 268,736.06---268,822.80(2.46) 0.712 0.640AAA256350005 LC-Project Fund-Toll 2161571GQ1 Asset Backed Chase Issuance Trust11/15/2019 10/28/2015 120,000.00 120,510.94---120,622.80277.13 1.380 1.002AAA256350005 LC-Project Fund-Toll 236159LCR5 Asset Backed GE Dealer Floorplan Master Not01/20/2020 06/07/2016 110,000.00 109,759.38---109,654.60(113.55) 0.948 1.172AAA256350005 LC-Project Fund-Toll 2477877AD6 Asset Backed John Deere Owner Trust 2014-B11/15/2018--- 452,257.61 452,225.81---452,447.56221.18 1.070 1.012AAA256350005 LC-Project Fund-Toll 260689LAC9 Asset Backed MMAF EQUIP FIN LLC 2013-A12/11/2017 08/05/2015 60,724.5060,752.96---60,722.07(13.82) 1.030 1.049AAA256350005 LC-Project Fund-Toll 255315GAC2 Asset Backed MMAF EQUIP FIN LLC 2015-A10/16/2019--- 282,000.00 281,080.94---282,349.68904.50 1.390 1.277AAA256350005 LC-Project Fund-Toll 2161571BQ6 Asset Backed Chase Issuance Trust04/15/2019 04/27/2016 300,000.00 299,730.47---299,793.0047.53 0.492 0.623AAA256350005 LC-Project Fund-Toll 202582JGS3 Asset Backed American Express Credit Account Master Trust01/15/2020 07/13/2015 500,000.00 500,859.38---502,030.001,618.29 1.260 0.836AAA256350005 LC-Project Fund-Toll 262888WAA4 CMONCUA GTD NTS TR 2010-R312/08/2020--- 516,472.13 518,518.78---517,406.94(1,079.60)0.996 1.062AAA256350005 LC-Project Fund-Toll 262888YAA0 CMONCUA Guaranteed Notes Trust 2011-R101/08/2020 07/14/2015 203,199.18 204,183.43---203,611.67(360.93) 0.915 1.062AAA256350005 LC-Project Fund-Toll 200138CAA6 CorporateAIG GLOBAL FDG SR SECD MEDIUMTERM NTS BOOK ENTRY 144A12/15/2017--- 700,000.00 702,068.00---703,052.001,322.69 1.650 1.347A256350005 LC-Project Fund-Toll 2553794AA6 CorporateMUFG Americas Holdings Corporation02/09/2018--- 350,000.00 348,334.50 01/09/2018350,332.501,442.27 1.625 1.562A256350005 LC-Project Fund-Toll 2865622CB8 CorporateSumitomo Mitsui Banking Corporation01/18/2019 01/13/2016 250,000.00 250,000.00---251,742.501,742.50 1.573 1.296A256350005 LC-Project Fund-Toll 2166754AK7 CorporateCHEVRON PHILLIPS CHEM CO LLC / CHEVRON PHILLIPS CHEM CO LP05/01/2018 06/11/2015 300,000.00 299,631.00---299,310.00(453.20) 1.700 1.827A256350005 LC-Project Fund-Toll 222546QAM9 CorporateCredit Suisse AG05/26/2017--- 555,000.00 554,149.80---554,661.45258.45 1.155 1.208A256350005 LC-Project Fund-Toll 226442CAD6 CorporateDuke Energy Carolinas, LLC04/15/2018 06/11/2015 116,000.00 127,422.52---124,203.52924.67 5.100 1.102AA256350005 LC-Project Fund-Toll 225152RVQ3 CorporateDeutsche Bank Aktiengesellschaft02/13/2017 01/25/2016 15,000.0014,971.05---14,984.701.90 1.237 1.425BBB256350005 LC-Project Fund-Toll 289352HAP4 CorporateTransCanada PipeLines Limited01/12/2018 02/03/2016 150,000.00 146,716.50---149,365.501,981.09 1.421 1.697A256350005 LC-Project Fund-Toll 2828807CM7 CorporateSimon Property Group, L.P.02/01/2018--- 540,000.00 540,516.00 11/01/2017542,311.201,704.13 1.500 1.176A256350005 LC-Project Fund-Toll 205531FAP8 CorporateBB&T Corporation06/15/2018--- 380,000.00 381,823.60 05/15/2018382,025.40264.17 1.513 1.212A256350005 LC-Project Fund-Toll 2446438RR6 CorporateThe Huntington National Bank11/06/2018--- 550,000.00 553,005.00 10/06/2018556,732.003,725.57 2.200 1.647A256350005 LC-Project Fund-Toll 290261XHJ4 CorporateUBS AG03/26/2018 01/12/2016 250,000.00 249,745.00---250,215.00416.52 1.340 1.280A256350005 LC-Project Fund-Toll 274153WCE7 CorporatePricoa Global Funding I08/18/2017 06/10/2015 300,000.00 299,511.00---301,020.001,275.43 1.350 1.047AA256350005 LC-Project Fund-Toll 259562VAT4 CorporateBerkshire Hathaway Energy Company04/01/2018 10/15/2015 150,000.00 165,180.00---161,623.50704.54 5.750 1.265A256350005 LC-Project Fund-Toll 2928668AF9 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04/15/2017552,634.5022.99 1.650 1.041A256350005 LC-Project Fund-Toll 246623EKD0 CorporateJPMorgan Chase & Co.03/01/2018--- 730,000.00 729,894.80 02/01/2018734,044.203,879.97 1.700 1.346A256350005 LC-Project Fund-Toll 289837LAA3 CorporateThe Trustees of Princeton University03/01/2019 06/26/2015 175,000.00 194,153.75---192,514.003,436.46 4.950 1.133AAA256350005 LC-Project Fund-Toll 240428HPQ9 CorporateHSBC USA Inc.03/05/2018--- 395,000.00 394,330.60---395,248.85689.31 1.700 1.661A256350005 LC-Project Fund-Toll 261747YDT9 CorporateMorgan Stanley03/22/2017 06/08/2016 300,000.00 308,265.00---307,440.00(304.44) 4.750 1.312A256350005 LC-Project Fund-Toll 238141GRC0 CorporateThe Goldman Sachs Group, Inc.01/22/2018--- 580,000.00 586,667.20---587,795.201,760.38 2.375 1.500A256350005 LC-Project Fund-Toll 206050TKX9 CorporateBank of America, National Association06/15/2017--- 505,000.00 501,876.55---503,348.65704.22 0.953 1.280A256350005 LC-Project Fund-Toll 289114QBF4 CorporateThe Toronto-Dominion Bank01/22/2019--- 525,000.00 528,126.80---528,533.25484.70 1.475 1.208AA256350005 LC-Project Fund-Toll 255279HAH3 CorporateManufacturers and Traders Trust Company07/25/2017--- 550,000.00 549,163.10---549,043.00(439.78) 0.938 1.101A256350005 LC-Project Fund-Toll 209062XAB9 CorporateBiogen Inc.03/01/2018 03/03/2016 55,000.0060,217.85---59,862.00454.51 6.875 1.492A256350005 LC-Project Fund-Toll 294988J5B9 CorporateWells Fargo Bank, National Association01/22/2018--- 500,000.00 501,314.25---502,205.00942.48 1.375 1.093AA256350005 LC-Project Fund-Toll 249327M2H6 CorporateKeyBank National Association06/01/2018--- 650,000.00 650,060.00---653,094.002,765.39 1.700 1.447A256350005 LC-Project Fund-Toll 294974BFK1 CorporateWells Fargo & Company04/23/2018--- 440,000.00 440,084.80---441,012.00944.69 1.2681.138A256350005 LC-Project Fund-Toll 238147MAA3 CorporateThe Goldman Sachs Group, Inc.07/19/2018 12/02/2015 100,000.00 102,578.00---102,617.00586.38 2.900 1.599A256350005 LC-Project Fund-Toll 246849LSL6 CorporateJackson National Life Global Funding10/15/2018--- 450,000.00 452,757.00---455,278.502,561.90 1.875 1.353AA256350005 LC-Project Fund-Toll 2209111ET6 CorporateConsolidated Edison Company of New York, Inc.04/01/2018 06/22/2015 220,000.00 245,828.00---237,912.401,439.29 5.850 1.144A256350005 LC-Project Fund-Toll 231677QAV1 CorporateFifth Third Bank02/28/2018 06/08/2016 400,000.00 400,544.00 01/28/2018401,984.001,455.82 1.450 1.132A256350005 LC-Project Fund-Toll 2063679ZT4 CorporateBank of Montreal01/30/2017 06/12/2015 300,000.00 304,620.00---301,905.00242.81 1.950 0.856AAA256350005 LC-Project Fund-Toll 20258M0DZ9 CorporateAmerican Express Credit Corporation11/05/2018--- 450,000.00 453,007.50 10/05/2018454,788.001,850.82 1.875 1.396A256350005 LC-Project Fund-Toll 255279HAA8 CorporateManufacturers and Traders Trust Company03/07/2018 06/06/2016 400,000.00 400,012.00 02/05/2018400,908.00895.83 1.450 1.306A256350005 LC-Project Fund-Toll 259217GAY5 CorporateMetropolitan Life Global Funding I01/10/2018--- 550,000.00 550,406.00---553,168.002,650.51 1.500 1.119AAPage 8 of 3430 Source Account Account IdentifierSecurity Type Category Issuer Final Maturity Trade DateCurrent Face Value Original CostNext Call Date Base Market ValueBase Net Total Unrealized Gain/Loss Coupon YieldSummarized Credit RatingSTAMP Portfolio by Account for quarter ended June 30, 2016256350005 LC-Project Fund-Toll 280851QDA9 CorporateThe Charles Schwab Corporation09/01/2017 10/27/2015 65,000.0071,075.55---68,916.9035.16 6.375 1.170A256350005 LC-Project Fund-Toll 2780082AA1 CorporateRoyal Bank of Canada02/05/2020 06/24/2016 990,000.00 1,002,941.55---1,002,998.7075.79 1.875 1.499AAA256350005 LC-Project Fund-Toll 2842434CN0 CorporateSouthern California Gas Company06/15/2018 06/15/2015 250,000.00 249,992.50---252,417.502,422.52 1.550 1.050AA256350005 LC-Project Fund-Toll 248121CYK6 CorporateJPMorgan Chase Bank, National Association10/01/2017 03/09/2016 250,000.00 265,022.50---264,052.501,869.75 6.000 1.454A256350005 LC-Project Fund-Toll 259217GAZ2 CorporateMetropolitan Life Global Funding I06/22/2018 11/10/2015 150,000.00 150,199.50---151,486.501,333.30 1.875 1.365AA256350005 LC-Project Fund-Toll 26174467V5 CorporateMorgan Stanley04/25/2018--- 311,000.00 314,084.33---314,004.2679.33 1.918 1.383A256350005 LC-Project Fund-Toll 244890MG14 CPHyundai Capital America07/01/2016 06/07/2016 1,200,000.00 1,199,432.00---1,200,000.000.00 0.000 0.000AA256350005 LC-Project Fund-Toll 278513KG70 CPS&P Global Inc.07/07/2016 06/07/2016 1,200,000.00 1,199,150.00---1,199,892.0062.00 0.000 0.541AA256350005 LC-Project Fund-Toll 244331BG56 CPHP Inc.07/05/2016 06/23/2016 2,000,000.00 1,999,473.34---1,999,880.0055.55 0.000 0.541AA256350005 LC-Project Fund-Toll 243357LG71 CPHitachi Capital America Corp.07/07/2016 06/07/2016 1,200,000.00 1,199,100.00---1,199,892.0072.00 0.000 0.541AA256350005 LC-Project Fund-Toll 269430LGJ1 CPPacific Gas and Electric Company07/18/2016 06/30/2016 900,000.00 899,685.00---899,766.0063.50 0.000 0.551AA256350005 LC-Project Fund-Toll 283701LGU9 CPSouth Carolina Fuel Company, Inc.07/28/2016 06/30/2016 1,500,000.00 1,498,903.34---1,499,370.00427.49 0.000 0.561AA256350005 LC-Project Fund-Toll 207787PG51 CPThe Bell Telephone Company of Canada Or Bell Canada07/05/2016 06/07/2016 1,200,000.00 1,199,281.33---1,199,928.0030.67 0.000 0.541AA256350005 LC-Project Fund-Toll 216677AG66 CPChevron Phillips Chemical Company LLC07/06/2016 06/29/2016 700,000.00 699,918.33---699,944.002.34 0.000 0.577AAA256350005 LC-Project Fund-Toll 205634BG69 CPBacardi U.S.A., Inc.07/06/2016 06/08/2016 1,000,000.00 999,385.56---999,920.0029.72 0.0000.577AA256350005 LC-Project Fund-Toll 2CCYUSD CurrencyUNITED STATES OF AMERICA06/30/2016---0.00 551,160.50---551,160.500.00 0.000 0.000AAA256350005 LC-Project Fund-Toll 29AMMF05B2 MM FundU.S. Bank Money Market Account Fund06/30/2016 06/30/20160.00 419,117.65---419,117.650.00 0.000 0.000NA256350005 LC-Project Fund-Toll 265819WAC7 MuniNorth Carolina Eastern Municipal Power Agency07/01/2018--- 190,000.00 190,625.40---192,141.301,644.88 2.003 1.430A256350005 LC-Project Fund-Toll 2544587B98 MuniMunicipal Improvement Corporation of Los Angeles11/01/2018 11/04/2015 160,000.00 160,000.00---163,928.003,928.00 2.344 1.274A256350005 LC-Project Fund-Toll 2180848HP1 MuniClark, County of07/01/2017 07/06/2015 120,000.00 126,764.40---124,039.20595.48 4.300 0.920AA256350005 LC-Project Fund-Toll 220772JL59 MuniConnecticut, State of08/01/2020 03/03/2016 130,000.00 132,577.90---135,848.703,445.96 2.500 1.364AA256350005 LC-Project Fund-Toll 213063BFU1 MuniCalifornia, State Of03/01/2019--- 140,000.00 158,412.45---158,020.801,184.30 6.200 1.279AA256350005 LC-Project Fund-Toll 2937308AZ7 MuniWBRP 3.2 WASHINGTON BIOMED RES03/01/2018 09/25/2015 95,000.0095,000.00---95,666.90666.90 1.485 1.059AA256350005 LC-Project Fund-Toll 249130TRY4 MuniKentucky Housing Corporation01/01/2017 06/17/2015 275,000.00 274,634.25---275,382.25502.75 0.937 0.660AAA256350005 LC-Project Fund-Toll 291476PPG7 MuniUniversity of Oklahoma07/01/2020 11/17/2015 80,000.0079,544.00---82,361.602,760.41 2.349 1.585A256350005 LC-Project Fund-Toll 24581X0CJ5 Non-US Gov Inter-American Development Bank09/12/2016 04/20/2016 100,000.00 100,012.10---100,043.0036.69 0.625 0.409AAA256350005 LC-Project Fund-Toll 262944BBC7 Non-US Gov N.V. Bank Nederlandse Gemeenten07/14/2017--- 575,000.00 574,335.00---574,430.75(90.15) 0.700 0.799AAA256350005 LC-Project Fund-Toll 2748148RV7 Non-US Gov Gouvernement de la Province de Quebec09/04/2018--- 375,000.00 374,252.10---374,115.00(237.05) 0.910 0.975AA256350005 LC-Project Fund-Toll 2500769FZ2 Non-US Gov KfW12/15/2016--- 540,000.00 539,671.10---539,989.20255.73 0.625 0.629AAA256350005 LC-Project Fund-Toll 2298785GK6 Non-US Gov Banque Europeenne D'investissement (BEI)04/18/2017--- 575,000.00 575,503.50---575,575.00148.92 0.875 0.749AAA256350005 LC-Project Fund-Toll 2302154BL2 Non-US Gov The Export-Import Bank of Korea01/14/2017 02/04/2016 200,000.00 200,380.00---200,276.0055.82 1.380 1.137AA256350005 LC-Project Fund-Toll 245818WAN6 Non-US Gov Inter-American Development Bank12/12/2016 05/12/2016 250,000.00 250,025.00---249,985.00(33.86) 0.646 0.666AAA256350005 LC-Project Fund-Toll 245950KBY5 Non-US Gov International Finance Corporation08/01/2016--- 600,000.00 599,964.00---599,964.00(24.79) 0.477 0.549AAA256350005 LC-Project Fund-Toll 2500769GE8 Non-US Gov KfW07/15/2016 04/26/2016 325,000.00 325,000.00---325,009.759.75 0.500 0.427AAA256350005 LC-Project Fund-Toll 2912828K33 TIPSTreasury, United States Department of04/15/2020--- 2,145,213.00 2,161,905.95---2,194,424.1933,016.55 0.125 -0.474AAA256350005 LC-Project Fund-Toll 2912828TG5 US GovTreasury, United States Department of07/31/2017--- 1,600,000.00 1,592,193.36---1,599,504.005,468.27 0.500 0.529AAA256350005 LC-Project Fund-Toll 2912828KD1 US GovTreasury, United States Department of02/15/2019--- 1,935,000.00 2,027,131.64---2,039,606.1026,994.50 2.750 0.670AAA256350005 LC-Project Fund-Toll 2912828UA6 US GovTreasury, United States Department of11/30/2017--- 3,465,000.00 3,454,861.14---3,467,841.3011,170.75 0.625 0.567AAA256350005 LC-Project Fund-Toll 2912828B58 US GovTreasury, United States Department of01/31/2021--- 1,125,000.00 1,160,760.74---1,182,915.0023,184.58 2.125 0.974AAA256350005 LC-Project Fund-Toll 2912828UF5 US GovTreasury, United States Department of12/31/2019--- 3,775,000.00 3,776,018.56---3,815,543.5039,603.55 1.125 0.813AAA256350005 LC-Project Fund-Toll 2912828UR9 US GovTreasury, United States Department of02/28/2018--- 2,750,000.00 2,747,428.71---2,757,507.5010,268.94 0.750 0.585AAA256350005 LC-Project Fund-Toll 2912828VK3 US GovTreasury, United States Department of06/30/2018--- 3,475,000.00 3,511,639.86---3,527,820.0022,372.76 1.375 0.609AAA68,420,953.89256350022 LC-Sr Lien Ob Fund-1 Interest31393EXC8 Agency CMO Federal National Mortgage Association Fannie Mae09/25/2018 07/24/2013 20,103.6621,253.34---20,629.1775.00 4.500 0.987AAA256350022 LC-Sr Lien Ob Fund-1 Interest3136A4M89 Agency CMO Federal National Mortgage Association Fannie Mae01/25/2019 07/05/2013 160,863.65 161,887.90---163,226.731,992.35 1.934 1.359AAA256350022 LC-Sr Lien Ob Fund-1 Interest3137ASNH3 Agency CMO Federal Home Loan Mortgage Corporation09/25/2021 08/15/2013 315,228.17 306,953.43---316,854.746,975.62 1.459 1.213AAA256350022 LC-Sr Lien Ob Fund-1 Interest3136A8G38 Agency CMO Federal National Mortgage Association Fannie Mae08/25/2017 07/08/2013 553,091.04 544,924.31---554,086.613,705.06 1.246 1.368AAA256350022 LC-Sr Lien Ob Fund-1 Interest31393V2T7 Agency CMO Federal Home Loan Mortgage Corporation06/15/2018 07/08/2013 102,542.54 108,454.75---104,725.67198.38 4.500 0.336AAA256350022 LC-Sr Lien Ob Fund-1 Interest31402RBG3 Agency MBS Federal National Mortgage Association Fannie Mae09/01/2019--- 33,099.4835,504.08---34,101.40(145.97) 6.000 1.590AAA256350022 LC-Sr Lien Ob Fund-1 Interest31385JLF3 Agency MBS Federal National Mortgage Association Fannie Mae08/01/2017 09/18/2013 56,426.0060,234.76---57,365.49(221.47) 6.000 1.511AAA256350022 LC-Sr Lien Ob Fund-1 Interest38144LAB6 CorporateThe Goldman Sachs Group, Inc.09/01/2017 07/03/2013 300,000.00 322,515.00---316,863.0010,113.27 6.250 1.386A256350022 LC-Sr Lien Ob Fund-1 Interest05565QCC0 CorporateBP Capital Markets P.L.C.11/06/2017 07/03/2013 300,000.00 292,194.00---301,047.003,550.57 1.375 1.114A256350022 LC-Sr Lien Ob Fund-1 Interest166764AE0 CorporateChevron Corporation06/24/2018 06/17/2015 300,000.00 301,848.00 05/24/2018303,504.002,294.34 1.718 1.095AA256350022 LC-Sr Lien Ob Fund-1 Interest891145TN4 CorporateThe Toronto-Dominion Bank03/13/2017 05/21/2015 700,000.00 707,168.00---702,786.00(28.68) 1.500 0.930AAA256350022 LC-Sr Lien Ob Fund-1 Interest48121CYK6 CorporateJPMorgan Chase Bank, National Association10/01/2017 07/03/2013 300,000.00341,424.00---316,863.004,142.88 6.000 1.454A256350022 LC-Sr Lien Ob Fund-1 Interest89236TAY1 CorporateToyota Motor Credit Corporation10/24/2018 06/17/2015 500,000.00 505,870.00---509,715.005,610.32 2.000 1.147AA256350022 LC-Sr Lien Ob Fund-1 Interest02580ECC5 CorporateAmerican Express Bank, FSB.09/13/2017 07/08/2013 250,000.00 287,890.00---263,375.002,117.25 6.000 1.493A256350022 LC-Sr Lien Ob Fund-1 Interest30231GAL6 CorporateExxon Mobil Corporation03/06/2018 06/10/2015 420,000.00 419,525.40---423,276.003,569.52 1.305 0.837AAA256350022 LC-Sr Lien Ob Fund-1 Interest94974BGF1 CorporateWells Fargo & Company01/30/2020 06/03/2015 600,000.00 594,924.00---610,176.0014,130.08 2.150 1.660A256350022 LC-Sr Lien Ob Fund-1 Interest46625HJL5 CorporateJPMorgan Chase & Co.05/15/2018 06/03/2015 500,000.00 497,550.00---501,955.003,530.48 1.625 1.413A256350022 LC-Sr Lien Ob Fund-1 Interest63307EAB3 CorporateNational Bank of Canada10/19/2016 05/21/2015 900,000.00 918,414.00---902,934.00(1,048.24) 2.200 1.115AAA256350022 LC-Sr Lien Ob Fund-1 Interest78011DAC8 CorporateRoyal Bank of Canada09/19/2017 05/21/2015 700,000.00 700,763.00---701,519.001,113.18 1.200 1.020AAA256350022 LC-Sr Lien Ob Fund-1 Interest92780JH20 CPVirginia Electric and Power Company08/02/2016 06/23/2016 150,000.00 149,881.67---149,917.5012.16 0.000 0.620AAA256350022 LC-Sr Lien Ob Fund-1 Interest9AMMF05B2 MM FundU.S. Bank Money Market Account Fund06/30/2016---0.0075,774.61---75,774.610.00 0.000 0.000NA256350022 LC-Sr Lien Ob Fund-1 Interest235219JS2 MuniDallas, City of02/15/2017 07/10/2013 650,000.00 650,000.00---654,511.004,511.001.589 0.475AA256350022 LC-Sr Lien Ob Fund-1 Interest912828RX0 US GovTreasury, United States Department of12/31/2016 09/13/2013 950,000.00 945,212.89---952,194.502,928.52 0.875 0.412AAA256350022 LC-Sr Lien Ob Fund-1 Interest912828J84 US GovTreasury, United States Department of03/31/2020--- 600,000.00 591,146.48---611,346.0018,336.24 1.375 0.862AAA256350022 LC-Sr Lien Ob Fund-1 Interest912828UA6 US GovTreasury, United States Department of11/30/2017 07/05/2013 1,200,000.00 1,166,062.50---1,200,984.0012,117.27 0.625 0.567AAA256350022 LC-Sr Lien Ob Fund-1 Interest912828K41 US GovTreasury, United States Department of04/30/2017 07/30/2015 200,000.00 200,001.77---200,030.0029.16 0.334 0.320AAA256350022 LC-Sr Lien Ob Fund-1 Interest912828UZ1 US GovTreasury, United States Department of04/30/2018 07/14/2015 700,000.00 693,656.25---700,462.004,638.82 0.625 0.589AAA11,650,222.42256350023 LC-Sr Lien Reserve Fund-13135G0D75 AgencyFederal National Mortgage Association Fannie Mae06/22/2020 05/06/2015 600,000.00593,490.00---611,526.0016,627.39 1.500 1.006AAA256350023 LC-Sr Lien Reserve Fund-13137EADR7 AgencyFederal Home Loan Mortgage Corporation05/01/2020 05/15/2015 475,000.00 471,527.75---482,163.009,872.69 1.375 0.973AAA256350023 LC-Sr Lien Reserve Fund-13137EACA5 AgencyFederal Home Loan Mortgage Corporation03/27/2019 07/05/2013 800,000.00 875,900.00---863,744.0026,322.22 3.750 0.805AAA256350023 LC-Sr Lien Reserve Fund-13137EADB2 AgencyFederal Home Loan Mortgage Corporation01/13/2022--- 750,000.00 737,385.50---794,362.5050,637.59 2.375 1.265AAA256350023 LC-Sr Lien Reserve Fund-13136G3JZ9 AgencyFederal National Mortgage Association Fannie Mae04/26/2019 05/31/2016 200,000.00200,960.00 10/26/2016200,918.00121.40 2.000 0.571AAA256350023 LC-Sr Lien Reserve Fund-13137AEV77 Agency CMO Federal Home Loan Mortgage Corporation05/25/2018 07/03/2013 250,252.11 257,544.62---256,268.173,464.26 2.699 1.252AAAPage 9 of 3431 Source Account Account IdentifierSecurity Type Category Issuer Final Maturity Trade DateCurrent Face Value Original CostNext Call Date Base Market ValueBase Net Total Unrealized Gain/Loss Coupon YieldSummarized Credit RatingSTAMP Portfolio by Account for quarter ended June 30, 2016256350023 LC-Sr Lien Reserve Fund-13137AJMF8 Agency CMO Federal Home Loan Mortgage Corporation10/25/2021 08/05/2015 30,000.0031,038.28---31,911.001,028.19 2.968 1.627AAA256350023 LC-Sr Lien Reserve Fund-138377JZ89 Agency CMOThe Government National Mortgage Association Guaranteed REMIC Pass-Through Securities10/20/2039 07/05/2013 119,825.26 123,490.22---125,250.942,357.78 3.500 1.722AAA256350023 LC-Sr Lien Reserve Fund-131392JJ83 Agency CMO Federal National Mortgage Association Fannie Mae03/25/2018 07/08/2013 14,354.5615,144.06---14,622.8539.65 5.000 0.733AAA256350023 LC-Sr Lien Reserve Fund-138376GB33 Agency CMOThe Government National Mortgage Association Guaranteed REMIC Pass-Through Securities10/16/2044 01/23/2015 334,698.07 343,555.95---340,123.53(2,665.67) 3.500 2.125AAA256350023 LC-Sr Lien Reserve Fund-13137AUPE3 Agency CMO Federal Home Loan Mortgage Corporation06/25/2022 07/03/2013 235,000.00 220,358.40---244,012.2519,307.78 2.396 1.685AAA256350023 LC-Sr Lien Reserve Fund-138378CRT6 Agency CMOThe Government National Mortgage Association Guaranteed REMIC Pass-Through Securities10/20/2040 05/22/2014 101,565.8098,074.48---101,596.273,128.60 2.000 1.966AAA256350023 LC-Sr Lien Reserve Fund-13137A7E22 Agency CMO Federal Home Loan Mortgage Corporation04/15/2028 07/08/2013 146,796.34 151,980.08---150,316.522,267.20 3.500 0.990AAA256350023 LC-Sr Lien Reserve Fund-13137B03W2 Agency CMO Federal Home Loan Mortgage Corporation08/25/2017 07/31/2013 34,731.8934,704.75---34,841.29143.53 1.426 0.889AAA256350023 LC-Sr Lien Reserve Fund-138376T5Z1 Agency CMOThe Government National Mortgage Association Guaranteed REMIC Pass-Through Securities01/16/2039 01/26/2015 141,520.50 147,853.54---147,859.20631.69 3.000 1.649AAA256350023 LC-Sr Lien Reserve Fund-138377RSZ9 Agency CMOThe Government National Mortgage Association Guaranteed REMIC Pass-Through Securities06/16/2039 01/21/2015 49,322.6052,272.53---51,557.90(448.68) 4.500 1.702AAA256350023 LC-Sr Lien Reserve Fund-138378BX20 Agency CMO Government National Mortgage Association06/16/2051 03/17/2015 64,677.0763,238.48---63,141.64(41.94) 1.240 1.750AAA256350023 LC-Sr Lien Reserve Fund-138378B7E3 Agency CMO Government National Mortgage Association05/16/2046 05/22/2015 225,752.57 216,987.02---219,729.492,558.75 1.744 2.177AAA256350023 LC-Sr Lien Reserve Fund-138377RVK8 Agency CMOThe Government National Mortgage Association Guaranteed REMIC Pass-Through Securities04/20/2039--- 163,213.80 167,816.93---170,478.443,528.55 3.000 1.398AAA256350023 LC-Sr Lien Reserve Fund-13136A7MJ8 Agency CMO Federal National Mortgage Association Fannie Mae12/25/2019 08/20/2013 125,176.71 123,318.61---125,947.801,555.79 1.520 1.269AAA256350023 LC-Sr Lien Reserve Fund-13137ASNH3 Agency CMO Federal Home Loan Mortgage Corporation09/25/2021 07/03/2013 315,228.17 308,049.34---316,854.746,195.55 1.459 1.213AAA256350023 LC-Sr Lien Reserve Fund-13136A72D3 Agency CMO Federal National Mortgage Association Fannie Mae04/25/2022 07/03/2013 395,000.00 375,250.00---412,518.2531,314.26 2.482 1.625AAA256350023 LC-Sr Lien Reserve Fund-138378B7F0 Agency CMO Government National Mortgage Association12/16/2042--- 450,000.00 427,324.22---440,928.0012,888.85 2.273 2.912AAA256350023 LC-Sr Lien Reserve Fund-13137AQT24 Agency CMO Federal Home Loan Mortgage Corporation01/25/2019 10/21/2013 170,000.00 171,195.31---174,090.203,635.36 2.130 1.082AAA256350023 LC-Sr Lien Reserve Fund-138376WA62 Agency CMOThe Government National Mortgage Association Guaranteed REMIC Pass-Through Securities10/20/2039 01/21/2015 113,725.93 119,399.59---120,908.861,101.46 4.000 1.556AAA256350023 LC-Sr Lien Reserve Fund-138378TAF7 Agency CMOThe Government National Mortgage Association Guaranteed REMIC Pass-Through Securities07/20/2041 07/05/2013 209,675.02 209,706.63---217,147.847,591.63 2.500 1.474AAA256350023 LC-Sr Lien Reserve Fund-138377DPX8 Agency CMOThe Government National Mortgage Association Guaranteed REMIC Pass-Through Securities11/20/2036 12/31/2013 7,915.268,297.74---7,931.80(29.13) 2.500 0.695AAA256350023 LC-Sr Lien Reserve Fund-131395EZP5 Agency CMO Federal Home Loan Mortgage Corporation08/15/2019 07/09/2013 63,266.7466,934.23---64,758.56(165.36) 4.500 1.276AAA256350023 LC-Sr Lien Reserve Fund-131394DVM9 Agency CMO Federal National Mortgage Association Fannie Mae02/25/2034 06/19/2014 127,749.55 135,075.19---133,253.00803.47 5.000 1.474AAA256350023 LC-Sr Lien Reserve Fund-138378KXW4 Agency MBSThe Government National Mortgage Association Guaranteed REMIC Pass-Through Securities02/16/2037 12/11/2014 192,110.79 191,180.26---191,019.60(210.29) 1.705 2.047AAA256350023 LC-Sr Lien Reserve Fund-131413XVG5 Agency MBS Federal National Mortgage Association Fannie Mae06/01/2019 08/04/2014 200,000.00 218,500.00---208,638.00(906.66)4.506 2.111AAA256350023 LC-Sr Lien Reserve Fund-138379KDN5 Agency MBS Government National Mortgage Association09/16/2055 08/05/2015 191,434.20 186,543.65---192,961.846,168.33 2.100 2.391AAA256350023 LC-Sr Lien Reserve Fund-13136A4M48 Agency MBS Federal National Mortgage Association Fannie Mae01/25/2022 07/05/2013 329,463.64 330,390.25---337,202.747,373.23 2.098 1.393AAA256350023 LC-Sr Lien Reserve Fund-131381PEB0 Agency MBS Federal National Mortgage Association Fannie Mae11/01/2020 09/26/2014 262,482.35 276,385.71---284,053.1513,471.25 3.370 1.626AAA256350023 LC-Sr Lien Reserve Fund-13137A7JU5 Agency MBS Federal Home Loan Mortgage Corporation11/25/2017 07/03/2013 325,000.00 351,203.13---334,925.502,533.05 3.882 1.235AAA256350023 LC-Sr Lien Reserve Fund-138378KRS0 Agency MBSThe Government National Mortgage Association Guaranteed REMIC Pass-Through Securities07/16/2043 05/08/2015 450,000.00 434,460.94---452,385.0017,400.79 2.389 2.418AAA256350023 LC-Sr Lien Reserve Fund-138378KWU9 Agency MBSThe Government National Mortgage Association Guaranteed REMIC Pass-Through Securities11/16/2041 05/22/2015 65,668.7464,021.89---64,055.26(30.14) 1.400 2.245AAA256350023 LC-Sr Lien Reserve Fund-138378XP62 Agency MBSThe Government National Mortgage Association Guaranteed REMIC Pass-Through Securities05/16/2055 05/14/2015 453,306.38 458,901.88---469,348.8910,678.25 2.500 1.785AAA256350023 LC-Sr Lien Reserve Fund-131404WTT3 Agency MBS Federal National Mortgage Association Fannie Mae05/01/2019 12/31/2013 56,032.1062,461.36---57,622.85(1,736.73) 4.500 1.857AAA256350023 LC-Sr Lien Reserve Fund-131417YKF3 Agency MBS Federal National Mortgage Association Fannie Mae01/01/2030 07/10/2013 123,703.37 130,507.06---134,943.064,654.42 4.500 1.796AAA256350023 LC-Sr Lien Reserve Fund-131385XBG1 Agency MBS Federal National Mortgage Association Fannie Mae03/01/2018 09/13/2013 6,794.877,236.53---6,907.12(18.50) 6.000 1.539AAA256350023 LC-Sr Lien Reserve Fund-131416YXJ2 Agency MBS Federal National Mortgage Association Fannie Mae08/01/2026 07/03/2013 53,504.0456,020.40---56,804.701,416.78 3.500 1.277AAA256350023 LC-Sr Lien Reserve Fund-138378KSL4 Agency MBSThe Government National Mortgage Association Guaranteed REMIC Pass-Through Securities12/16/2046--- 425,000.00 415,829.11---436,122.2520,131.89 2.785 2.763AAA256350023 LC-Sr Lien Reserve Fund-13137B6ZL8 Agency MBS Federal Home Loan Mortgage Corporation12/25/2019 01/07/2014 31,744.7132,379.24---32,196.44133.33 2.075 1.010AAA256350023 LC-Sr Lien Reserve Fund-131418AFW3 Agency MBS Federal National Mortgage Association Fannie Mae06/01/2022 07/10/2013 177,128.47 182,940.50---185,914.044,868.71 3.000 0.513AAA256350023 LC-Sr Lien Reserve Fund-13138L33G8 Agency MBS Federal National Mortgage Association Fannie Mae06/01/2020 11/12/2015 100,000.0099,875.00---102,806.002,950.06 2.010 1.143AAA256350023 LC-Sr Lien Reserve Fund-138378B6A2 Agency MBS Government National Mortgage Association11/16/2052 01/22/2015 134,496.46 130,256.67---133,138.052,926.21 1.826 1.992AAA256350023 LC-Sr Lien Reserve Fund-13128MMAK9 Agency MBS Federal Home Loan Mortgage Corporation09/01/2019 07/08/2013 101,430.16 107,832.94---105,310.88179.50 5.000 1.750AAA256350023 LC-Sr Lien Reserve Fund-13136AEYG6 Agency MBS Federal National Mortgage Association Fannie Mae06/25/2018 11/20/2013 134,327.00 135,386.93---136,085.341,357.57 1.825 1.203AAA256350023 LC-Sr Lien Reserve Fund-19AMMF05B2 MM FundU.S. Bank Money Market Account Fund06/30/2016---0.00 145,788.27---145,788.270.00 0.000 0.000NA256350023 LC-Sr Lien Reserve Fund-1912828WU0 TIPSTreasury, United States Department of07/15/2024 02/05/2016 604,494.00 588,253.10---610,569.1621,577.86 0.125 0.000AAA256350023 LC-Sr Lien Reserve Fund-1912828B58 US GovTreasury, United States Department of01/31/2021--- 1,540,000.00 1,573,283.21---1,619,279.2050,758.34 2.125 0.974AAA256350023 LC-Sr Lien Reserve Fund-1912828UF5 US GovTreasury, United States Department of12/31/2019--- 1,250,000.00 1,231,787.31---1,263,425.0028,276.03 1.125 0.813AAA256350023 LC-Sr Lien Reserve Fund-1912828VV9 US GovTreasury, United States Department of08/31/2020--- 235,000.00 241,525.78---246,475.055,561.29 2.125 0.928AAA256350023 LC-Sr Lien Reserve Fund-1912828VB3 US GovTreasury, United States Department of05/15/2023 07/05/2013 1,600,000.00 1,487,125.00---1,650,560.00132,203.76 1.750 1.268AAA256350023 LC-Sr Lien Reserve Fund-1912828XB1 US GovTreasury, United States Department of05/15/2025 05/24/2016 1,200,000.00 1,228,546.88---1,267,548.0039,296.15 2.125 1.447AAA256350023 LC-Sr Lien Reserve Fund-1912828RC6 US GovTreasury, United States Department of08/15/2021--- 1,775,000.00 1,804,427.73---1,870,548.2567,819.50 2.125 1.044AAA19,515,395.68Page 10 of 3432 Source Account Account Identifier DescriptionBeginning Base Market Value Base Purchases Base SalesBase Maturities and Redemptions Base PaydownsNet Total Realized Gain/LossBase Amortization/AccretionBase Change In Net Unrealized Gain/LossEnding Base Market ValueEnding Accrued Income Balance205091001 LC-2013 A Capitalized Interest 9AMMF05B2 U.S. Bank Money Market Account Fund378,946.68 14,322,033.45 (14,310,440.31) - - - - - 390,539.82 - 205091001LC-2013 A Capitalized Interest 31392HWL3 FNR 033D BC24,663.93 - - - (4,822.61) (98.29) (95.66) (44.34) 19,603.03 80.21 205091001 LC-2013 A Capitalized Interest 31392F6C6 FNR 0277C CB152,874.28 - - - (32,440.32) (671.54) (637.31) (63.96) 119,061.14 488.51 205091001LC-2013 A Capitalized Interest 31393EXC8 FNR 0388E TH224,820.61 - - - (36,493.02) (869.03) (408.84) (1,387.21) 185,662.52 678.50 205091001 LC-2013 A Capitalized Interest 912828UB4 UNITED STATES TREASURY2,498,925.00 - - - - - 3,638.98 13,736.02 2,516,300.00 2,117.49 205091001LC-2013 A Capitalized Interest 89236TAY1 TOYOTA MOTOR CREDIT CORP2,036,080.00 - - - - - (1,729.54) 4,509.54 2,038,860.00 7,444.44 205091001 LC-2013 A Capitalized Interest 89114QAE8 TORONTO DOMINION BANK756,375.00 - - - - - (2,043.39) (821.61) 753,510.00 3,562.50 205091001LC-2013 A Capitalized Interest 912828UA6 UNITED STATES TREASURY1,747,200.00 - - - - - 2,820.93 1,414.07 1,751,435.00 926.40 205091001 LC-2013 A Capitalized Interest 31402RBG3 FN 735439135,880.44 - - - (31,053.51) (1,096.59) (247.65) 298.83 103,781.51 503.66 205091001LC-2013 A Capitalized Interest 31402RBG3 FN 7354396,334.64 - - - (1,447.69) (49.52) (11.23) 12.01 4,838.21 23.48 205091001 LC-2013 A Capitalized Interest 31402RBG3 FN 73543910,477.14 - - - (2,394.40) (76.50) (17.52) 13.41 8,002.13 38.84 205091001LC-2013 A Capitalized Interest 44328MAL8 HSBC BANK PLC1,003,240.00 - - (1,000,000.00) - - (2,624.38) (615.62) - - 205091001 LC-2013 A Capitalized Interest 44328MAL8 HSBC BANK PLC2,633,505.00 - - (2,625,000.00) - - (6,379.39) (2,125.61) - - 205091001LC-2013 A Capitalized Interest 30231GAL6 EXXON MOBIL CORP582,604.20 - - - - - 58.88 1,860.92 584,524.00 2,417.88 205091001 LC-2013 A Capitalized Interest 31392FPP6 FNR 0274C PE94,408.07 - - - (22,035.82) (450.10) (420.02) (8.96) 71,493.17 293.83 205091001LC-2013 A Capitalized Interest 3136A8G38 FN 12M13A A21,933,069.36 - - - (108,725.09) 623.27 1,977.08 2,136.97 1,829,081.59 1,895.78 205091001 LC-2013 A Capitalized Interest 31410GSQ7 FN 88892771,777.39 - - - (17,288.40) (472.94) (313.23) 238.20 53,941.03 265.00 205091001LC-2013 A Capitalized Interest 3128MBTH0 FH G1305276,737.84 - - - (11,476.31) (350.18) (217.66) (188.75) 64,504.95 261.83 205091001LC-2013 A Capitalized Interest 36290WH47 GN 619551647,035.10 - - - (106,734.86) (3,531.38) (1,889.34) (2,292.19) 532,587.33 1,961.00 205091001 LC-2013 A Capitalized Interest 3128H4NR6 FH E9670056,661.04 - - - (9,544.05) (258.36) (120.89) (218.17) 46,519.57 188.87 205091001LC-2013 A Capitalized Interest 3128PGLY7 FH J0484394,838.59 - - - (27,512.36) (424.18) (285.85) (652.10) 65,964.10 268.06 205091001 LC-2013 A Capitalized Interest 912828UZ1 UNITED STATES TREASURY3,389,902.00 - - - - - 3,364.55 8,977.45 3,402,244.00 3,580.16 205091001LC-2013 A Capitalized Interest 822582AC6 SHELL INTERNATIONAL FINANCE BV416,332.00 - - - - - (3,402.79) (441.21) 412,488.00 5,720.00 205091001 LC-2013 A Capitalized Interest 184126YS3 CLAYTON CNTY & CLAYTON CNTY GA WTR AUTH WTR & SEW777,014.70 - - - - - 936.61 (2,599.81) 775,351.50 1,668.33 205091001LC-2013 A Capitalized Interest 64966H4E7 NEW YORK N Y1,213,231.50 - - - - - (4,092.18) (3,313.92) 1,205,825.40 9,184.50 205091001 LC-2013 A Capitalized Interest 037833AJ9 APPLE INC3,006,180.00 - - - - - 3,403.90 (2,203.90) 3,007,380.00 4,833.33 205091001LC-2013 A Capitalized Interest 912828M23 UNITED STATES TREASURY799,944.00 - - - - - 234.20 357.80 800,536.00 615.97 205091001LC-2013 A Capitalized Interest 912828SY7 UNITED STATES TREASURY3,897,699.00 - (3,895,734.38) - - 14,617.75 2,776.64 (19,359.01) - - 205091001 LC-2013 A Capitalized Interest 084664BE0 BERKSHIRE HATHAWAY FINANCE CORP872,184.00 - - - - - (7,718.59) 782.59 865,248.00 5,520.00 205091001LC-2013 A Capitalized Interest 31392BVM5 FNR 023C PG16,696.81 - - - (9,076.90) (82.98) (33.73) 20.85 7,524.05 34.28 205091001 LC-2013 A Capitalized Interest 912828J84 UNITED STATES TREASURY2,426,064.00 - - - - - 1,596.76 17,723.24 2,445,384.00 8,295.08 205091001LC-2013 A Capitalized Interest 912828J84 UNITED STATES TREASURY1,314,118.00 - - - - - 877.00 9,588.00 1,324,583.00 4,493.17 205091001 LC-2013 A Capitalized Interest 459200GX3 INTERNATIONAL BUSINESS MACHINES CORP467,013.45 - - - - - (1,084.79) (654.31) 465,274.35 4,004.81 205091001LC-2013 A Capitalized Interest 78008K5V1 ROYAL BANK OF CANADA2,001,820.00 - - (2,000,000.00) - - (1,793.59) (26.41) - - 205091001 LC-2013 A Capitalized Interest 912828VC1 UNITED STATES TREASURY- 2,600,101.56 - (2,600,000.00) - - (101.56) - - - 205091001LC-2013 A Capitalized Interest 89153VAC3 TOTAL CAPITAL INTERNATIONAL SA160,630.40 - - - - - 142.11 59.49 160,832.00 20.67 205091001LC 2013 A Capitalized Interest90327QCW7USAA CAPITAL CORP4 042 720 00(10 771 57)(6 548 43)4 025 400 0022 750 00STAMP Portfolio Transaction Report by AccountQuarter ended June 30, 2016205091001LC-2013 A Capitalized Interest90327QCW7USAA CAPITAL CORP4,042,720.00-----(10,771.57) (6,548.43) 4,025,400.00 22,750.00 205091001LC-2013 A Capitalized Interest 31294LPZ0 FH E0224046,427.06 - - - (25,309.44) (234.06) (121.40) 100.65 20,862.81 103.88 205091001 LC-2013 A Capitalized Interest 3137EADQ9 FREDDIE MAC1,400,238.00 - - (1,400,000.00) - - (199.76) (38.24) - - 205091001LC-2013 A Capitalized Interest 912828RU6 UNITED STATES TREASURY3,508,330.00 - (150,257.81) - - 277.76 228.82 (1,711.28) 3,356,867.50 2,482.75 205091001 LC-2013 A Capitalized Interest 36200AFG9 GN 59516720,417.24 - - - (4,980.65) (138.18) (81.15) 110.24 15,327.50 69.15 205091001LC-2013 A Capitalized Interest 235219JS2 DALLAS TEX2,155,858.95 - - - - - - (6,042.05) 2,149,816.90 12,816.17 205091001 LC-2013 A Capitalized Interest 31393V2T7 FHR 2627E GY420,888.17 - - - (70,617.14) (1,633.34) (1,554.79) (2,279.25) 344,803.65 1,266.06 205091001LC-2013 A Capitalized Interest 31402QT68 FN 735073169,695.17 - - - (30,000.30) (1,381.41) (497.21) 426.38 138,242.63 664.18 205091001 LC-2013 A Capitalized Interest 3128GNR59 FH E8590842,168.10 - - - (21,922.80) (212.77) (153.32) 116.63 19,995.84 99.64 205091001LC-2013 A Capitalized Interest 31401MWC1 FN 712643528,967.27 - - - (82,329.56) (2,264.56) (1,446.43) (2,573.41) 440,353.32 1,608.96 205091001LC-2013 A Capitalized Interest 3128PHVS7 FH J0602543,740.48 - - - (9,972.74) (244.70) (89.86) (202.81) 33,230.37 134.95 205091001LC-2013 A Capitalized Interest 3132FEAK7 FH Z5001094,562.97---(19,273.72) (486.11)(329.54) (324.93)74,148.67301.27 48,399,297.58 16,922,135.01 (18,356,432.50) (9,625,000.00) (685,451.69) 492.06 (28,857.67) 5,745.79 36,631,928.58 113,683.62 256350001 LC-Project Fund-2 Senior Lien 9AMMF05B2 U.S. Bank Money Market Account Fund2,164,309.60 74,758,665.48 (76,758,877.32) - - - - - 164,097.76 - 256350001LC-Project Fund-2 Senior Lien 69350AGD4 Ppg Industries, Inc.- 1,498,120.83 - - - - 1,469.17 125.00 1,499,715.00 - 256350001LC-Project Fund-2 Senior Lien 74432JD57 Prudential Financial, Inc.1,899,886.00 - - (1,900,000.00) - - 137.22 (23.22) - - 256350001LC-Project Fund-2 Senior Lien 0255E2DC1 American Electric Power Company, Inc.1,999,680.00 - - (2,000,000.00) - - 446.11 (126.11) - - 256350001LC-Project Fund-2 Senior Lien 6116M2G52 Monsanto Company- 699,421.53 - - - - 512.36 24.11 699,958.00 - 256350001LC-Project Fund-2 Senior Lien 07588LGC6 Becton, Dickinson and Company- 1,598,896.90 - - - - 746.21 84.89 1,599,728.00 - 256350001LC-Project Fund-2 Senior Lien 88513AE57 Thomson Reuters Corporation1,898,993.00 - - (1,900,000.00) - - 1,615.00 (608.00) - - 256350001LC-Project Fund-2 Senior Lien 78355AD84 Ryder System, Inc.1,999,800.00 - - (2,000,000.00) - - 283.89 (83.89) - - 256350001LC-Project Fund-2 Senior Lien 91842LF33 VW Credit, Inc.- 1,698,862.89 - (1,700,000.00) - - 1,137.11 - - - 256350001 LC-Project Fund-2 Senior Lien 78513KG62 S&P Global Inc.- 1,598,942.22 - - - - 868.89 60.89 1,599,872.00 - 256350001LC-Project Fund-2 Senior Lien 28103AGJ7 Edison International- 1,599,404.45 - - - - 89.33 90.22 1,599,584.00 - 256350001 LC-Project Fund-2 Senior Lien 44890MEC2 Hyundai Capital America- 1,898,812.50 - (1,900,000.00) - - 1,187.50 - - - 256350001LC-Project Fund-2 Senior Lien 41282JH20 Harley-Davidson Financial Services, Inc.- 1,598,674.67 - - - - 315.55 129.78 1,599,120.00 - 256350001 LC-Project Fund-2 Senior Lien 05333TFE8 AutoZone, Inc.- 1,499,500.01 - (1,500,000.00) - - 499.99 - - - 256350001LC-Project Fund-2 Senior Lien 92780JH20 Virginia Electric and Power Company- 1,349,109.00 - - - - 27.00 121.50 1,349,257.50 - 256350001 LC-Project Fund-2 Senior Lien 77434LDB0 Rockwell Collins, Inc.1,099,846.00 - - (1,100,000.00) - - 213.89 (59.89) - - 256350001LC-Project Fund-2 Senior Lien 6116M2EK1 Monsanto Company- 1,748,638.89 - (1,750,000.00) - - 1,361.11 - - - 256350001LC-Project Fund-2 Senior Lien 91058TFH4 United Healthcare Corporation- 1,599,306.67 - (1,600,000.00) - - 693.33 - - - 256350001 LC-Project Fund-2 Senior Lien 27743JGC1 Eastman Chemical Company- 1,599,328.00 - - - - 320.00 80.00 1,599,728.00 - 256350001LC-Project Fund-2 Senior Lien 07787PGN2 The Bell Telephone Company of Canada Or Bell Canad- 1,698,945.52 - - - - 290.89 202.59 1,699,439.00 - 256350001 LC-Project Fund-2 Senior Lien 6362P2GR1 National Grid USA- 1,598,957.78 - - - - 327.55 122.67 1,599,408.00 - 256350001LC-Project Fund-2 Senior Lien 20279VD83 Commonwealth Edison Company1,999,800.00 - - (2,000,000.00) - - 311.11 (111.11) - - 256350001 LC-Project Fund-2 Senior Lien 6821A2FE2 Omnicom Capital Inc.- 1,199,284.67 - (1,200,000.00) - - 715.33 - - - 256350001LC-Project Fund-2 Senior Lien 44890MFA5 Hyundai Capital America- 1,499,270.84 - (1,500,000.00) - - 729.16 - - - 256350001 LC-Project Fund-2 Senior Lien 07787PFP8 The Bell Telephone Company of Canada Or Bell Canad- 1,598,494.22 - (1,600,000.00) - - 1,505.78 - - - 256350001LC-Project Fund-2 Senior Lien 20279VF73 Commonwealth Edison Company- 1,599,075.55 - (1,600,000.00) - - 924.45 - - - 256350001LC-Project Fund-2 Senior Lien 83700EGT9 South Carolina Electric & Gas Company- 1,698,876.11 - - - - 80.28 363.61 1,699,320.00 - 256350001 LC-Project Fund-2 Senior Lien 65475LFV9 Nissan Motor Acceptance Corporation- 1,498,698.33 - (1,500,000.00) - - 1,301.67 - - - 256350001LC-Project Fund-2 Senior Lien 58507ADL4 Medtronic Global Holdings S.C.A.1,999,460.00 - - (2,000,000.00) - - 770.56 (230.56) - - 256350001 LC-Project Fund-2 Senior Lien 42824EDB8 Hewlett Packard Enterprise Company1,999,720.00 - - (2,000,000.00) - - 538.89 (258.89) - - 256350001LC-Project Fund-2 Senior Lien 83700ED47 South Carolina Electric & Gas Company1,499,940.00 - - (1,500,000.00) - - 93.75 (33.75) - - 256350001 LC-Project Fund-2 Senior Lien 04635PEK1 AstraZeneca PLC- 1,898,860.00 - (1,900,000.00) - - 1,140.00 - - - Page 11 of 34ATTACHMENT 433 Source Account Account Identifier DescriptionBeginning Base Market Value Base Purchases Base SalesBase Maturities and Redemptions Base PaydownsNet Total Realized Gain/LossBase Amortization/AccretionBase Change In Net Unrealized Gain/LossEnding Base Market ValueEnding Accrued Income BalanceSTAMP Portfolio Transaction Report by AccountQuarter ended June 30, 2016256350001 LC-Project Fund-2 Senior Lien 77434LFL6 Rockwell Collins, Inc.- 1,498,722.50 - (1,500,000.00) - - 1,277.50 - - - 256350001LC-Project Fund-2 Senior Lien 43357LG71 Hitachi Capital America Corp.- 1,498,912.50 - - - - 862.50 90.00 1,499,865.00 - 256350001 LC-Project Fund-2 Senior Lien 00937AE92 Airgas, Inc.- 1,699,256.25 - (1,700,000.00) - - 743.75 - - - 256350001LC-Project Fund-2 Senior Lien 44890MGN6 Hyundai Capital America- 1,599,233.33 - - - - 66.67 172.00 1,599,472.00 - 256350001 LC-Project Fund-2 Senior Lien 80686DDK7 Schlumberger Holdings Corporation1,999,500.00 - - (2,000,000.00) - - 800.00 (300.00) - - 256350001LC-Project Fund-2 Senior Lien 66765EG82 Northwest Natural Gas Company- 1,484,019.90 - - - - 789.53 27.23 1,484,836.65 - 256350001 LC-Project Fund-2 Senior Lien 58063TE61 Mcgraw Hill Financial, Inc.- 1,998,484.44 - (2,000,000.00) - - 1,515.56 - - - 256350001LC-Project Fund-2 Senior Lien 60920VDL3 Mondelez International, Inc.1,999,460.00 - - (2,000,000.00) - - 760.00 (220.00) - - 256350001 LC-Project Fund-2 Senior Lien 65475LEG3 Nissan Motor Acceptance Corporation- 1,998,337.22 - (2,000,000.00) - - 1,662.78 - - - 256350001LC-Project Fund-2 Senior Lien 07787PD54 The Bell Telephone Company of Canada Or Bell Canad1,999,880.00 - - (2,000,000.00) - - 160.00 (40.00) - - 256350001 LC-Project Fund-2 Senior Lien 05635MGD9 Bacardi Corporation- 1,599,136.00 - - - - 480.00 80.00 1,599,696.00 - 256350001LC-Project Fund-2 Senior Lien 61979JD61 Motiva Enterprises LLC1,899,867.00 - - (1,900,000.00) - - 369.44 (236.44) - - 256350001 LC-Project Fund-2 Senior Lien 83701LGD7 South Carolina Fuel Company, Inc.- 1,599,112.00 - - - - 493.33 90.67 1,599,696.00 - 256350001LC-Project Fund-2 Senior Lien 6362P2EP7 National Grid USA- 1,998,771.66 - (2,000,000.00) - - 1,228.34 - - - 256350001 LC-Project Fund-2 Senior Lien 05635MF16 Bacardi Corporation- 1,499,212.50 - (1,500,000.00) - - 787.50 - - - 256350001LC-Project Fund-2 Senior Lien 69430LGJ1 Pacific Gas and Electric Company- 1,598,942.22 - - - - 528.89 112.89 1,599,584.00 - 256350001 LC-Project Fund-2 Senior Lien 25737LEQ9 Dominion Gas Holdings, LLC- 1,998,677.78 - (2,000,000.00) - - 1,322.22 - - - 256350001LC-Project Fund-2 Senior Lien 92780JDJ7 Virginia Electric and Power Company1,749,580.00 - - (1,750,000.00) - - 595.00 (175.00) - - 256350001LC-Project Fund-2 Senior Lien 65475LD17 Nissan Motor Acceptance Corporation425,000.00 - - (425,000.00) - - - - - - 256350001 LC-Project Fund-2 Senior Lien 04635PG60 AstraZeneca PLC- 1,599,002.67 - - - - 846.22 23.11 1,599,872.00 - 256350001LC-Project Fund-2 Senior Lien 00287BFE4 AbbVie Inc.- 1,499,085.00 - (1,500,000.00) - - 915.00 - - - 256350001 LC-Project Fund-2 Senior Lien 04635PD71 AstraZeneca PLC1,999,840.00 - - (2,000,000.00) - - 233.33 (73.33) - - 256350001LC-Project Fund-2 Senior Lien 05333TG80 AutoZone, Inc.- 1,599,285.33 - - - - 506.22 32.45 1,599,824.00 - 256350001 LC-Project Fund-2 Senior Lien 78355AF90 Ryder System, Inc.- 1,699,109.86 - (1,700,000.00) - - 890.14 - - - 256350001LC-Project Fund-2 Senior Lien 83700EE95 South Carolina Electric & Gas Company- 1,998,613.34 - (2,000,000.00) - - 1,386.66 - - - 256350001 LC-Project Fund-2 Senior Lien 83700EF86 South Carolina Electric & Gas Company- 1,499,087.51 - (1,500,000.00) - - 912.49 - - - 256350001LC-Project Fund-2 Senior Lien 0220X0EQ6 Altria Group, Inc.- 1,998,057.78 - (2,000,000.00) - - 1,942.22 - - - 256350001LC-Project Fund-2 Senior Lien 0255E2GF1 American Electric Power Company, Inc.- 1,599,122.22 - - - - 386.22 139.56 1,599,648.00 - 256350001 LC-Project Fund-2 Senior Lien 92780JEQ0 Virginia Electric and Power Company- 1,998,677.78 - (2,000,000.00) - - 1,322.22 - - - 256350001LC-Project Fund-2 Senior Lien 91324PCJ9 UNITEDHEALTH GROUP INC290,246.50 - - - - - (38.19) 159.99 290,368.30 645.50 256350001 LC-Project Fund-2 Senior Lien 1248C2E69 CBS Corporation- 1,998,791.12 - (2,000,000.00) - - 1,208.88 - - - 256350001LC-Project Fund-2 Senior Lien 92780JFT3 Virginia Electric and Power Company- 1,798,930.49 - (1,800,000.00) - - 1,069.51 - - - 256350001 LC-Project Fund-2 Senior Lien 57163TDN6 Marriott International, Inc.1,999,400.00 - - (2,000,000.00) - - 851.66 (251.66) - - 256350001LC-Project Fund-2 Senior Lien 07274LDJ3 Bayerische Landesbank1,699,592.00 - - (1,700,000.00) - - 537.86 (129.86) - - 256350001 LC-Project Fund-2 Senior Lien 25737LGK0 Dominion Gas Holdings, LLC- 1,598,737.78 - - - - 694.22 120.00 1,599,552.00 - 256350001LC-Project Fund-2 Senior Lien 85572AFP6 Starwood Hotels & Resorts Worldwide, Inc.- 1,698,995.11 - (1,700,000.00) - - 1,004.89 - - - 256350001LC Project Fund 2 Senior Lien41282JFM8Harley Davidson Financial Services Inc1 598 589 33(1 600 000 00)1 410 67256350001LC-Project Fund-2 Senior Lien41282JFM8Harley-Davidson Financial Services, Inc.-1,598,589.33 -(1,600,000.00) --1,410.67 --- 256350001LC-Project Fund-2 Senior Lien 27805AFM4 Eaton Corporation- 1,599,033.33 - (1,600,000.00) - - 966.67 - - - 256350001 LC-Project Fund-2 Senior Lien 88513AF80 Thomson Reuters Corporation- 1,598,826.67 - (1,600,000.00) - - 1,173.33 - - - 256350001LC-Project Fund-2 Senior Lien 55314MAD8 MMAF 11A A456,997.43 - - - (53,265.60) (40.59) (36.88) (29.27) 3,625.09 3.38 256350001 LC-Project Fund-2 Senior Lien 25737LDL1 Dominion Gas Holdings, LLC1,999,460.00 - - (2,000,000.00) - - 738.89 (198.89) - - 256350001LC-Project Fund-2 Senior Lien 161571GM0 CHAIT 144 A130,011.70 - - - (130,000.00) - 8.55 (20.25) - - 256350001 LC-Project Fund-2 Senior Lien 07787PEA2 The Bell Telephone Company of Canada Or Bell Canad- 1,998,666.66 - (2,000,000.00) - - 1,333.34 - - - 256350001LC-Project Fund-2 Senior Lien 91302CFW2 United Technologies Corporation- 1,499,010.00 - (1,500,000.00) - - 990.00 - - - 256350001 LC-Project Fund-2 Senior Lien 6821A2EG8 Omnicom Capital Inc.- 1,699,008.34 - (1,700,000.00) - - 991.66 - - - 256350001LC-Project Fund-2 Senior Lien 66807MFG7 NorthWestern Corporation- 1,599,000.00 - (1,600,000.00) - - 1,000.00 - - - 256350001LC-Project Fund-2 Senior Lien 85572AEG7 Starwood Hotels & Resorts Worldwide, Inc.- 1,998,561.12 - (2,000,000.00) - - 1,438.88 - - - 256350001 LC-Project Fund-2 Senior Lien 69430LET1 Pacific Gas and Electric Company- 1,299,340.25 - (1,300,000.00) - - 659.75 - - - 256350001LC-Project Fund-2 Senior Lien 60920VGU0 Mondelez International, Inc.- 1,698,810.00 - - - - 272.00 204.00 1,699,286.00 - 256350001 LC-Project Fund-2 Senior Lien 47836JGV5 Johnson Controls, Inc.- 999,395.83 - - - - 20.83 583.34 1,000,000.00 - 256350001LC-Project Fund-2 Senior Lien 43357LE40 Hitachi Capital America Corp.- 1,898,545.97 - (1,900,000.00) - - 1,454.03 - - - 256350001LC-Project Fund-2 Senior Lien 60920VFG2 Mondelez International, Inc.-1,599,153.78-(1,600,000.00) --846.22--- 36,810,269.23 174,778,402.63 (76,758,877.32) (99,225,000.00) (183,265.60) (40.59) 63,033.62 30.33 35,484,552.30 648.88 256350004LC-PF-2 Sales Tax Revenue Bond 9AMMF05B2 U.S. Bank Money Market Account Fund5,908,320.88 20,472,144.21 (21,153,832.68) - - - - - 5,226,632.41 - 256350004LC-PF-2 Sales Tax Revenue Bond 69350AGD4 Ppg Industries, Inc.- 249,715.28 (249,834.72) - - (5.84) 125.28 - - - 256350004LC-PF-2 Sales Tax Revenue Bond 88513AE57 Thomson Reuters Corporation1,099,417.00 - - (1,100,000.00) - - 935.00 (352.00) - - 256350004LC-PF-2 Sales Tax Revenue Bond 07588LGC6 Becton, Dickinson and Company- 249,827.64 (249,850.00) - - (13.13) 35.49 - - - 256350004LC-PF-2 Sales Tax Revenue Bond 78513KG62 S&P Global Inc.- 249,834.72 (249,871.67) - - (4.37) 41.32 - - - 256350004LC-PF-2 Sales Tax Revenue Bond CCYUSD Cash(0.01) - - - - - - - (0.00) - 256350004LC-PF-2 Sales Tax Revenue Bond 91058TFH4 United Healthcare Corporation- 249,891.67 - (250,000.00) - - 108.33 - - - 256350004LC-PF-2 Sales Tax Revenue Bond 69430LFH6 Pacific Gas and Electric Company- 249,896.18 - (250,000.00) - - 103.82 - - - 256350004LC-PF-2 Sales Tax Revenue Bond 57708LFM5 Mattel, Inc.- 119,957.30 (119,988.00) - - 0.20 30.50 - - - 256350004 LC-PF-2 Sales Tax Revenue Bond 44890MFA5 Hyundai Capital America- 249,878.47 - (250,000.00) - - 121.53 - - - 256350004LC-PF-2 Sales Tax Revenue Bond 07787PFP8 The Bell Telephone Company of Canada Or Bell Canad- 299,717.67 (299,956.67) - - 8.00 231.00 - - - 256350004 LC-PF-2 Sales Tax Revenue Bond 65475LFV9 Nissan Motor Acceptance Corporation- 249,783.06 (249,925.14) - - (5.83) 147.91 - - - 256350004LC-PF-2 Sales Tax Revenue Bond 42824EDB8 Hewlett Packard Enterprise Company1,199,832.00 - - (1,200,000.00) - - 323.33 (155.33) - - 256350004 LC-PF-2 Sales Tax Revenue Bond 64468EAZ3 NEW HAMPSHIRE ST BUSINESS FIN AUTH ST GTD3,200,000.00 - (3,200,000.00) - - - - - - - 256350004LC-PF-2 Sales Tax Revenue Bond 43357LG71 Hitachi Capital America Corp.- 249,818.75 (249,854.86) - - (7.64) 43.75 - - - 256350004 LC-PF-2 Sales Tax Revenue Bond 07787PD47 The Bell Telephone Company of Canada Or Bell Canad1,199,952.00 - - (1,200,000.00) - - 72.00 (24.00) - - 256350004LC-PF-2 Sales Tax Revenue Bond 58063TE61 Mcgraw Hill Financial, Inc.- 1,099,193.34 - (1,100,000.00) - - 806.66 - - - 256350004LC-PF-2 Sales Tax Revenue Bond 66765EG82 Northwest Natural Gas Company- 249,835.00 (249,880.21) - - (14.37) 59.58 - - - 256350004 LC-PF-2 Sales Tax Revenue Bond 61979JD61 Motiva Enterprises LLC1,099,923.00 - - (1,100,000.00) - - 213.89 (136.89) - - 256350004LC-PF-2 Sales Tax Revenue Bond 05635MF16 Bacardi Corporation- 649,658.75 - (650,000.00) - - 341.25 - - - 256350004 LC-PF-2 Sales Tax Revenue Bond 92780JDJ7 Virginia Electric and Power Company1,199,712.00 - - (1,200,000.00) - - 408.00 (120.00) - - 256350004LC-PF-2 Sales Tax Revenue Bond 04635PG60 AstraZeneca PLC- 249,844.17 (249,890.63) - - (10.21) 56.67 - - - 256350004 LC-PF-2 Sales Tax Revenue Bond 04635PD71 AstraZeneca PLC1,199,904.00 - - (1,200,000.00) - - 140.00 (44.00) - - 256350004LC-PF-2 Sales Tax Revenue Bond 83700EE95 South Carolina Electric & Gas Company- 1,099,332.66 - (1,100,000.00) - - 667.34 - - - 256350004 LC-PF-2 Sales Tax Revenue Bond 83700EF86 South Carolina Electric & Gas Company- 399,756.67 - (400,000.00) - - 243.33 - - - 256350004LC-PF-2 Sales Tax Revenue Bond 0220X0EQ6 Altria Group, Inc.- 1,099,001.44 - (1,100,000.00) - - 998.56 - - - 256350004LC-PF-2 Sales Tax Revenue Bond 91324PCJ9 UNITEDHEALTH GROUP INC395,335.75 - (395,641.48) - - 518.58 (43.44) (169.40) - - 256350004 LC-PF-2 Sales Tax Revenue Bond 25737LGK0 Dominion Gas Holdings, LLC- 249,797.85 (249,813.47) - - (18.89) 34.51 - - - Page 12 of 3434 Source Account Account Identifier DescriptionBeginning Base Market Value Base Purchases Base SalesBase Maturities and Redemptions Base PaydownsNet Total Realized Gain/LossBase Amortization/AccretionBase Change In Net Unrealized Gain/LossEnding Base Market ValueEnding Accrued Income BalanceSTAMP Portfolio Transaction Report by AccountQuarter ended June 30, 2016256350004 LC-PF-2 Sales Tax Revenue Bond 17305EFA8CCCIT 13A2 A2- 150,029.30 (150,023.44) - - (3.85) (2.01) - - - 256350004LC-PF-2 Sales Tax Revenue Bond 6821A2FP7 Omnicom Capital Inc.- 249,843.75 (249,958.33) - - (0.00) 114.58 - - - 256350004 LC-PF-2 Sales Tax Revenue Bond 64468EAY6 NEW HAMPSHIRE ST BUSINESS FIN AUTH ST GTD4,190,000.00 - (4,190,000.00) - - - - - - - 256350004LC-PF-2 Sales Tax Revenue Bond 88513AF80 Thomson Reuters Corporation- 599,613.34 - (600,000.00) - - 386.66 - - - 256350004 LC-PF-2 Sales Tax Revenue Bond 07787PEA2 The Bell Telephone Company of Canada Or Bell Canad- 899,400.00 - (900,000.00) - - 600.00 - - - 256350004LC-PF-2 Sales Tax Revenue Bond 6821A2EG8 Omnicom Capital Inc.- 699,591.67 - (700,000.00) - - 408.33 - - - 256350004 LC-PF-2 Sales Tax Revenue Bond 92780JFW6 Virginia Electric and Power Company- 204,829.62 (204,938.50) - - (3.42) 112.30 - - - 256350004LC-PF-2 Sales Tax Revenue Bond05333TDB6 AutoZone, Inc.1,199,832.00--(1,200,000.00) --226.67(58.67)-- 21,892,228.62 30,790,192.51 (31,963,259.80) (15,500,000.00) - 439.23 8,092.13 (1,060.29) 5,226,632.41 - 256350005LC-Project Fund-Toll 29AMMF05B2 U.S. Bank Money Market Account Fund501.96 50,555,073.17 (50,136,457.48) - - - - - 419,117.65 - 256350005LC-Project Fund-Toll 255315FAB6 MMAF 16A A2- 274,996.84 - - - - 0.15 272.51 275,269.50 169.89 256350005LC-Project Fund-Toll 24581X0CJ5 INTER-AMERICAN DEVELOPMENT BANK- 100,012.10 - - - - (5.79) 36.69 100,043.00 189.24 256350005LC-Project Fund-Toll 216677AF75 Chevron Phillips Chemical Company LLC- 499,941.67 - (500,000.00) - - 58.33 - - - 256350005LC-Project Fund-Toll 2161571FK5 CHAIT 124 A150,694.50 - - - - - 108.34 1,148.66 151,951.50 105.33 256350005LC-Project Fund-Toll 200138CAA6 AIG GLOBAL FUNDING- 401,372.00 - - - - (56.15) 428.15 401,744.00 293.33 256350005LC-Project Fund-Toll 200138CAA6 AIG GLOBAL FUNDING299,574.00 - - - - - (69.58) 1,803.58 301,308.00 220.00 256350005LC-Project Fund-Toll 2912828TG5 UNITED STATES TREASURY698,278.00 - - - - - 751.06 753.94 699,783.00 1,461.54 256350005LC-Project Fund-Toll 2912828TG5 UNITED STATES TREASURY- 872,163.09 - - - - 187.88 2,377.78 874,728.75 1,826.92 256350005 LC-Project Fund-Toll 2912828TG5 UNITED STATES TREASURY24,938.50 - - - - - 9.72 44.03 24,992.25 52.20 256350005LC-Project Fund-Toll 278513KG70 S&P Global Inc.- 1,199,150.00 - - - - 680.00 62.00 1,199,892.00 - 256350005 LC-Project Fund-Toll 236225FGM5 G2 082903113,009.20 - - - (6,184.95) (210.61) (35.48) (603.99) 105,974.17 160.63 256350005LC-Project Fund-Toll 289153UAE1 TOTAL CAPITAL CANADA LTD301,035.00 - (300,555.00) - - 555.00 - (1,035.00) - - 256350005 LC-Project Fund-Toll 2718172AA7 PHILIP MORRIS INTERNATIONAL INC273,325.00 - (272,750.00) - - 3,075.39 (832.12) (2,818.26) - - 256350005LC-Project Fund-Toll 2865622CB8 SUMITOMO MITSUI BANKING CORP250,285.00 - - - - - - 1,457.50 251,742.50 808.27 256350005 LC-Project Fund-Toll 2500769FZ2 KFW- 289,808.60 - - - - 24.22 161.38 289,994.20 80.56 256350005LC-Project Fund-Toll 2500769FZ2 KFW- 249,862.50 - - - - 38.15 94.35 249,995.00 69.44 256350005LC-Project Fund-Toll 23137AH6Q6 FHMS K704 A2- 484,521.31 - - - - (14.56) 64.79 484,571.54 950.28 256350005 LC-Project Fund-Toll 263873JF88 Natixis- 699,964.03 - (700,000.00) - - 35.97 - - - 256350005LC-Project Fund-Toll 222546QAM9 CREDIT SUISSE AG (NEW YORK BRANCH)254,291.10 - - - - - 131.14 422.21 254,844.45 294.60 256350005 LC-Project Fund-Toll 222546QAM9 CREDIT SUISSE AG (NEW YORK BRANCH)- 299,868.90 - - - - 8.22 (60.12) 299,817.00 346.59 256350005LC-Project Fund-Toll 2298785GK6 EUROPEAN INVESTMENT BANK- 275,335.50 - - - - (64.73) 4.23 275,275.00 487.93 256350005 LC-Project Fund-Toll 2298785GK6 EUROPEAN INVESTMENT BANK- 300,168.00 - - - - (12.69) 144.69 300,300.00 532.29 256350005LC-Project Fund-Toll 226442CAD6DUKE ENERGY CAROLINAS LLC125,017.84 - - - - - (997.21) 182.89 124,203.52 1,248.93 256350005 LC-Project Fund-Toll 2912828KQ2 UNITED STATES TREASURY224,462.70 - (224,133.98) - - 3,313.38 (375.57) (3,266.53) - - 256350005LC-Project Fund-Toll 2912828KQ2 UNITED STATES TREASURY748,209.00 - (747,113.28) - - 10,733.19 (1,262.68) (10,566.23) - - 256350005LC Project Fund Toll 2912828KQ2UNITED STATES TREASURY534 435 00(533 652 34)902935(853 58)(8 958 44)256350005LC-Project Fund-Toll 2912828KQ2UNITED STATES TREASURY534,435.00-(533,652.34)--9,029.35(853.58) (8,958.44) -- 256350005LC-Project Fund-Toll 2912828KQ2 UNITED STATES TREASURY149,641.80 - (149,422.66) - - 315.68 (293.81) (241.02) - - 256350005 LC-Project Fund-Toll 2912828KQ2 UNITED STATES TREASURY- 695,373.05 (693,748.05) - - (512.31) (1,112.69) - - - 256350005LC-Project Fund-Toll 202582JGG9 AMXCA 132 A300,480.00 - - - - - (38.00) (223.00) 300,219.00 114.94 256350005 LC-Project Fund-Toll 23130A6U88 FEDERAL HOME LOAN BANKS150,304.50 - - (150,000.00) - - (283.51) (20.99) - - 256350005LC-Project Fund-Toll 223337SDN1 DTE Gas Company- 349,978.61 - (350,000.00) - - 21.39 - - - 256350005 LC-Project Fund-Toll 236159LBW5 GEDFT 122 A- 300,656.25 - - - - (105.30) 163.05 300,714.00 109.82 256350005LC-Project Fund-Toll 238378NNA7 GNR 13194 AB585,607.44 - - - (7,724.66) (50.61) (49.36) 1,276.89 579,059.70 1,074.19 256350005 LC-Project Fund-Toll 2828807CM7 SIMON PROPERTY GROUP LP- 400,964.00 - - - - (38.47) 786.47 401,712.00 2,500.00 256350005LC-Project Fund-Toll 2828807CM7 SIMON PROPERTY GROUP LP140,260.40 - - - - - 49.45 289.35 140,599.20 875.00 256350005LC-Project Fund-Toll 2912828KD1 UNITED STATES TREASURY316,137.00 - - - - - (1,056.08) 1,137.08 316,218.00 3,105.08 256350005 LC-Project Fund-Toll 2912828KD1 UNITED STATES TREASURY737,653.00 - - - - - (2,693.92) 2,882.92 737,842.00 7,245.19 256350005LC-Project Fund-Toll 2912828KD1 UNITED STATES TREASURY658,618.75 - - - - - (2,397.88) 2,566.63 658,787.50 6,468.92 256350005 LC-Project Fund-Toll 2912828KD1 UNITED STATES TREASURY326,674.90 - - - - - (1,121.72) 1,205.42 326,758.60 3,208.59 256350005LC-Project Fund-Toll 216677ADE2 Chevron Phillips Chemical Company LLC- 499,940.70 - (500,000.00) - - 59.30 - - - 256350005 LC-Project Fund-Toll 291058TDL7 United Healthcare Corporation- 499,950.00 - (500,000.00) - - 50.00 - - - 256350005LC-Project Fund-Toll 265478QAD0 NALT 16A A3- 154,992.99 - - - - 0.21 476.45 155,469.65 102.64 256350005 LC-Project Fund-Toll 258769AAD8 MBALT 15B A3255,119.85 - - - - - (0.03) 525.33 255,645.15 151.87 256350005LC-Project Fund-Toll 258769AAD8 MBALT 15B A3- 170,451.56 - - - - (4.68) (16.78) 170,430.10 101.24 256350005LC-Project Fund-Toll 258769AAD8 MBALT 15B A3- 175,464.84 - - - - (4.81) (17.28) 175,442.75 104.22 256350005 LC-Project Fund-Toll 274153WCE7 PRICOA GLOBAL FUNDING I298,788.00 - - - - - 55.89 2,176.11 301,020.00 1,496.25 256350005LC-Project Fund-Toll 290290KAD7 USAOT 141 A4444,795.30 - - - - - 55.00 252.05 445,102.35 185.91 256350005 LC-Project Fund-Toll 259562VAT4 MIDAMERICAN ENERGY HOLDINGS CO161,581.50 - - - - - (1,530.08) 1,572.08 161,623.50 2,156.25 256350005LC-Project Fund-Toll 243814KAC5 HAROT 151 A3- 600,093.75 - - - - (7.43) 861.68 600,948.00 280.00 256350005 LC-Project Fund-Toll 21107098Z8 BRITISH COLUMBIA, PROVINCE OF- 575,511.75 - (575,000.00) - - (511.75) - - - 256350005LC-Project Fund-Toll 238378BR35 GNR 12142 AB333,737.06 - - - (2,440.54) 54.92 76.30 870.64 332,298.38 375.53 256350005 LC-Project Fund-Toll 20220X0DS3 Altria Group, Inc.- 349,930.49 - (350,000.00) - - 69.51 - - - 256350005LC-Project Fund-Toll 2928668AF9 VOLKSWAGEN GROUP OF AMERICA FINANCE LLC296,850.00 - - - - - (53.65) 3,329.65 300,126.00 546.67 256350005LC-Project Fund-Toll 236225FLU1 G2 083038236,870.98 - - - (15,360.84) (508.60) (70.87) 1,556.94 222,487.61 357.41 256350005 LC-Project Fund-Toll 2037833BR0 APPLE INC- 304,432.50 - - - - (107.45) (32.05) 304,293.00 479.02 256350005LC-Project Fund-Toll 2037833BR0 APPLE INC151,330.50 - - - - - - 816.00 152,146.50 239.51 256350005 LC-Project Fund-Toll 244331BG56 HP Inc.- 1,999,473.34 - - - - 351.11 55.55 1,999,880.00 - 256350005LC-Project Fund-Toll 23138EKUP8 FN AL3289231,230.66 - - - (30,758.16) (1,518.56) (421.96) (277.06) 198,254.91 798.86 256350005 LC-Project Fund-Toll 292780JD73 Virginia Electric and Power Company399,968.00 - - (400,000.00) - - 44.00 (12.00) - - 256350005LC-Project Fund-Toll 2912828UF5 UNITED STATES TREASURY- 653,173.83 - - - - (120.66) 3,927.83 656,981.00 19.87 256350005 LC-Project Fund-Toll 2912828UF5 UNITED STATES TREASURY- 776,241.21 - - - - (34.32) 7,116.61 783,323.50 23.69 256350005LC-Project Fund-Toll 2912828UF5 UNITED STATES TREASURY- 2,346,603.52 - - - - 76.36 28,559.12 2,375,239.00 71.84 256350005 LC-Project Fund-Toll 2912828UR9 UNITED STATES TREASURY565,129.95 - - - - - (61.12) 1,473.62 566,542.45 1,416.34 256350005LC-Project Fund-Toll 2912828UR9 UNITED STATES TREASURY480,110.40 - - - - - (57.69) 1,257.69 481,310.40 1,203.26 256350005 LC-Project Fund-Toll 2912828UR9 UNITED STATES TREASURY- 1,701,270.31 - - - - 162.80 8,221.54 1,709,654.65 4,274.08 256350005LC-Project Fund-Toll 240428HPQ9 HSBC USA INC- 250,015.00 - - - - (0.04) 142.54 250,157.50 1,369.44 256350005 LC-Project Fund-Toll 240428HPQ9 HSBC USA INC144,659.25 - - - - - 65.94 366.16 145,091.35 794.28 256350005LC-Project Fund-Toll 243357LG71 Hitachi Capital America Corp.- 1,199,100.00 - - - - 720.00 72.00 1,199,892.00 - 256350005 LC-Project Fund-Toll 23137A85H7 FHR 3820F GJ154,919.29 - - - (12,882.62) (561.07) (555.15) 841.09 141,761.53 393.89 256350005LC-Project Fund-Toll 238141GRC0 GOLDMAN SACHS GROUP INC- 505,640.00 - - - - (226.23) 1,306.23 506,720.00 5,244.79 256350005LC-Project Fund-Toll 238141GRC0 GOLDMAN SACHS GROUP INC81,028.80 - - - - - (97.90) 144.30 81,075.20 839.17 Page 13 of 3435 Source Account Account Identifier DescriptionBeginning Base Market Value Base Purchases Base SalesBase Maturities and Redemptions Base PaydownsNet Total Realized Gain/LossBase Amortization/AccretionBase Change In Net Unrealized Gain/LossEnding Base Market ValueEnding Accrued Income BalanceSTAMP Portfolio Transaction Report by AccountQuarter ended June 30, 2016256350005 LC-Project Fund-Toll 206050TKX9 BANK OF AMERICA, N.A.253,339.95 - - - - - 411.47 414.73 254,166.15 107.95 256350005LC-Project Fund-Toll 206050TKX9 BANK OF AMERICA, N.A.- 249,169.00 - - - - 53.47 (39.97) 249,182.50 105.83 256350005 LC-Project Fund-Toll 23137A1LC5 FHR 3710F AB91,949.86 - - - (10,204.35) (135.79) (99.53) 269.57 81,779.75 134.55 256350005LC-Project Fund-Toll 289114QBF4 TORONTO-DOMINION BANK- 403,126.80 - - - - (78.25) (356.55) 402,692.00 1,147.30 256350005 LC-Project Fund-Toll 289114QBF4 TORONTO-DOMINION BANK125,048.75 - - - - - - 792.50 125,841.25 358.53 256350005LC-Project Fund-Toll 282484LE44 Shiseido Americas Corporation- 249,977.43 - (250,000.00) - - 22.57 - - - 256350005 LC-Project Fund-Toll 291302CFW2 United Technologies Corporation- 1,499,319.59 - (1,500,000.00) - - 680.41 - - - 256350005LC-Project Fund-Toll 2002799AX2 ABBEY NATIONAL TREASURY SERVICES PLC121,143.60 - (121,417.20) - - 1,622.78 1.11 (1,350.28) - - 256350005 LC-Project Fund-Toll 220772JL59 CONNECTICUT ST134,734.60 - - - - - (138.61) 1,252.71 135,848.70 1,354.17 256350005 LC-Project Fund-Toll 255279HAH3 MANUFACTURERS AND TRADERS TRUST CO249,280.00 - - - - - 188.20 96.80 249,565.00 436.48 256350005LC-Project Fund-Toll 255279HAH3 MANUFACTURERS AND TRADERS TRUST CO- 300,300.60 - - - - (13.29) (809.31) 299,478.00 523.77 256350005 LC-Project Fund-Toll 2161571GQ1 CHAIT 147 A120,391.20 - - - - - (62.08) 293.68 120,622.80 73.60 256350005LC-Project Fund-Toll 236159LCR5 GEDFT 151 A- 109,759.38 - - - - 8.77 (113.55) 109,654.60 31.87 256350005 LC-Project Fund-Toll 294988J5B9 WELLS FARGO BANK NA- 251,314.25 - - - - (51.73) (160.02) 251,102.50 668.45 256350005LC-Project Fund-Toll 294988J5B9 WELLS FARGO BANK NA250,740.00 - - - - - - 362.50 251,102.50 668.45 256350005 LC-Project Fund-Toll 216677AFE0 Chevron Phillips Chemical Company LLC- 1,199,860.00 - (1,200,000.00) - - 140.00 - - - 256350005LC-Project Fund-Toll 2912828K33 UNITED STATES TREASURY516,416.88 - - - - - 4,886.50 1,178.57 522,481.95 134.32 256350005 LC-Project Fund-Toll 2912828K33 UNITED STATES TREASURY- 1,133,288.73 - - - - 4,488.85 11,682.71 1,149,460.29 295.50 256350005LC-Project Fund-Toll 2912828K33 UNITED STATES TREASURY516,416.88 - - - - - 4,875.91 1,189.16 522,481.95 134.32 256350005 LC-Project Fund-Toll 217305EFN0CCCIT 14A2 A2300,081.00 - (300,187.50) - - 206.68 2.33 (102.51) - - 256350005LC-Project Fund-Toll 294974BFK1 WELLS FARGO & CO139,979.00 - - - - - (3.41) 346.41 140,322.00 330.41 256350005 LC-Project Fund-Toll 294974BFK1 WELLS FARGO & CO299,955.00 - - - - - (5.86) 740.86 300,690.00 708.02 256350005LC-Project Fund-Toll 23137ANLP8 FHMS K501 A267,454.05 - - - (25,724.38) (50.43) (67.52) 72.87 41,684.59 57.48 256350005 LC-Project Fund-Toll 23137ANLP8 FHMS K501 A289,938.73 - - - (34,299.18) (69.37) (91.84) 101.11 55,579.46 76.64 256350005LC-Project Fund-Toll 255315GAC2 MMAF 15A A3245,947.78 - - - - - 76.91 1,281.59 247,306.28 143.05 256350005 LC-Project Fund-Toll 255315GAC2 MMAF 15A A334,850.90 - - - - - 38.24 154.26 35,043.40 20.27 256350005LC-Project Fund-Toll 246849LSL6 JACKSON NATIONAL LIFE GLOBAL FUNDING- 302,835.00 - - - - (58.48) 742.48 303,519.00 1,187.50 256350005LC-Project Fund-Toll 246849LSL6 JACKSON NATIONAL LIFE GLOBAL FUNDING150,384.00 - - - - - 6.36 1,369.14 151,759.50 593.75 256350005 LC-Project Fund-Toll 283701LGU9 South Carolina Fuel Company, Inc.- 1,498,903.34 - - - - 39.17 427.49 1,499,370.00 - 256350005LC-Project Fund-Toll 2161571BQ6 CHAIT 072A A- 299,730.47 - - - - 15.00 47.53 299,793.00 65.61 256350005 LC-Project Fund-Toll 2500769GE8 KFW- 325,000.00 - - - - - 9.75 325,009.75 749.31 256350005LC-Project Fund-Toll 202582JGS3 AMXCA 142 A501,265.00 - - - - - (131.25) 896.25 502,030.00 280.00 256350005 LC-Project Fund-Toll 255279HAA8 MANUFACTURERS AND TRADERS TRUST CO- 400,012.00 - - - - 0.17 895.83 400,908.00 1,836.67 256350005LC-Project Fund-Toll 259217GAY5 METLIFE GLOBAL FUNDING 1- 250,760.00 - - - - (30.90) 710.90 251,440.00 1,781.25 256350005 LC-Project Fund-Toll 259217GAY5 METLIFE GLOBAL FUNDING 1300,417.00 - - - - - 34.17 1,276.83 301,728.00 2,137.50 256350005 LC-Project Fund-Toll 255315CAB3 MMAF 14A A287,993.68 - - - (88,053.55) 19.36 43.34 (2.83) - - 256350005LC Project Fund Toll 23137AH6B9FHMS K015 A1158 174 77(9 600 40)(170 24)(233 39)366 12148 536 86274 61256350005LC-Project Fund-Toll 23137AH6B9FHMS K015 A1158,174.77---(9,600.40) (170.24)(233.39) 366.12148,536.86274.61 256350005LC-Project Fund-Toll 23137AH6B9 FHMS K015 A1- 46,617.74 - - - - (9.53) 74.80 46,683.01 86.30 256350005 LC-Project Fund-Toll 26116M2FT1 Monsanto Company- 1,499,333.34 - (1,500,000.00) - - 666.66 - - - 256350005LC-Project Fund-Toll 2780082AA1 ROYAL BANK OF CANADA- 319,038.30 - - - - (5.81) 103.46 319,135.95 2,395.31 256350005 LC-Project Fund-Toll 2780082AA1 ROYAL BANK OF CANADA- 683,903.25 - - - - (12.82) (27.68) 683,862.75 5,132.81 256350005LC-Project Fund-Toll 217305EFP5CCCIT 14A3 A3155,012.40 - - - (155,000.00) - - (12.40) - - 256350005 LC-Project Fund-Toll 2842434CN0 SOUTHERN CALIFORNIA GAS CO250,150.00 - - - - - 0.63 2,266.87 252,417.50 172.22 256350005LC-Project Fund-Toll 23137A7JU5 FHMS K701 A2- 442,345.70 - - - - (644.45) 1,430.95 443,132.20 1,391.05 256350005 LC-Project Fund-Toll 291476PPG7 UNIVERSITY OKLA REVS82,268.80 - - - - - 23.57 69.23 82,361.60 939.60 256350005LC-Project Fund-Toll 283700EFV5 South Carolina Electric & Gas Company- 1,199,464.67 - (1,200,000.00) - - 535.33 - - - 256350005LC-Project Fund-Toll 262944BBC7 BANK NEDERLANDSE GEMEENTEN NV274,485.75 - - - - - 102.87 139.13 274,727.75 416.85 256350005 LC-Project Fund-Toll 262944BBC7 BANK NEDERLANDSE GEMEENTEN NV- 299,940.00 - - - - 4.00 (241.00) 299,703.00 454.74 256350005LC-Project Fund-Toll 247787UAD5 JDOT 15 A3- 505,867.97 - - - - (132.49) 1,102.72 506,838.20 296.27 256350005 LC-Project Fund-Toll 247787UAD5 JDOT 15 A395,077.90 - - - - - (80.79) 348.69 95,345.80 55.73 256350005LC-Project Fund-Toll 244890MG14 Hyundai Capital America- 1,199,432.00 - - - - 568.00 - 1,200,000.00 - 256350005 LC-Project Fund-Toll 258768WAD1 MBART 131 A4350,367.50 - - - - - (159.29) 19.29 350,227.50 175.78 256350005LC-Project Fund-Toll 2553794AA6 MUFG AMERICAS HOLDINGS CORP298,992.00 - - - - - 120.12 1,172.88 300,285.00 1,922.92 256350005 LC-Project Fund-Toll 2553794AA6 MUFG AMERICAS HOLDINGS CORP49,832.00 - - - - - 49.34 166.16 50,047.50 320.49 256350005LC-Project Fund-Toll 2CCYUSD Receivable141,357.07 - - - - - - - 551,160.50 - 256350005LC-Project Fund-Toll 2084664CG4 BERKSHIRE HATHAWAY FINANCE CORP121,665.60 - (121,725.90) - - 1,814.06 1.66 (1,755.43) - - 256350005 LC-Project Fund-Toll 2822582AZ5 SHELL INTERNATIONAL FINANCE BV300,429.00 - (300,144.00) - - (22.91) (22.56) (239.53) - - 256350005LC-Project Fund-Toll 2748148RV7 QUEBEC, PROVINCE OF- 149,705.70 - - - - 25.99 (85.69) 149,646.00 94.80 256350005 LC-Project Fund-Toll 2748148RV7 QUEBEC, PROVINCE OF- 100,013.90 - - - - (0.24) (249.66) 99,764.00 63.20 256350005LC-Project Fund-Toll 2748148RV7 QUEBEC, PROVINCE OF124,672.50 - - - - - 45.02 (12.52) 124,705.00 79.00 256350005 LC-Project Fund-Toll 2166754AK7 CHEVRON PHILLIPS CHEMICAL COMPANY LLC297,861.00 - - - - - 31.50 1,417.50 299,310.00 850.00 256350005LC-Project Fund-Toll 225152RVQ3 DEUTSCHE BANK AG (LONDON BRANCH)14,957.70 - - - - - 6.90 20.10 14,984.70 25.25 256350005 LC-Project Fund-Toll 265339MD45 NextEra Energy Capital Holdings, Inc.249,990.00 - - (250,000.00) - - 13.54 (3.54) - - 256350005LC-Project Fund-Toll 282484LF84 Shiseido Americas Corporation- 1,199,875.00 - (1,200,000.00) - - 125.00 - - - 256350005LC-Project Fund-Toll 289352HAP4 TRANSCANADA PIPELINES LTD147,684.00 - - - - - 425.03 1,256.47 149,365.50 473.60 256350005 LC-Project Fund-Toll 2302154BL2 EXPORT IMPORT BANK OF KOREA200,324.00 - - - - - (101.71) 53.71 200,276.00 597.83 256350005LC-Project Fund-Toll 2912828UA6 UNITED STATES TREASURY798,720.00 - - - - - 82.94 1,853.06 800,656.00 423.50 256350005 LC-Project Fund-Toll 2912828UA6 UNITED STATES TREASURY- 1,993,671.88 - - - - 323.18 7,644.94 2,001,640.00 1,058.74 256350005LC-Project Fund-Toll 2912828UA6 UNITED STATES TREASURY169,728.00 - - - - - 83.16 328.24 170,139.40 89.99 256350005 LC-Project Fund-Toll 2912828UA6 UNITED STATES TREASURY119,808.00 - - - - - 60.65 229.75 120,098.40 63.52 256350005LC-Project Fund-Toll 2912828UA6 UNITED STATES TREASURY374,400.00 - - - - - 178.85 728.65 375,307.50 198.51 256350005 LC-Project Fund-Toll 205531FAP8 BB&T CORP119,953.20 - - - - - (0.40) 686.80 120,639.60 80.67 256350005LC-Project Fund-Toll 205531FAP8 BB&T CORP- 261,820.00 - - - - (61.78) (372.42) 261,385.80 174.78 256350005LC-Project Fund-Toll 23137A2AZ4 FHMS K009 A1377,375.73 - - - (26,502.80) (533.39) (1,250.17) 314.54 349,403.92 788.08 256350005 LC-Project Fund-Toll 262888WAA4NGN 10R3 1A- 226,657.82 - - (6,018.08) (22.74) (31.79) (412.04) 220,173.17 145.92 256350005LC-Project Fund-Toll 262888WAA4NGN 10R3 1A- 297,902.08 - - - - (0.74) (667.56) 297,233.78 196.99 256350005 LC-Project Fund-Toll 23136AEYG6 FN 13M9 AQ2224,116.71 - - - (12,756.39) (108.55) (260.22) 1,141.48 212,133.02 318.42 256350005LC-Project Fund-Toll 265819WAC7 NORTH CAROLINA EASTN MUN PWR AGY REV35,450.10 - - - - - (35.54) (20.11) 35,394.45 350.53 256350005 LC-Project Fund-Toll 265819WAC7 NORTH CAROLINA EASTN MUN PWR AGY REV- 30,220.80 - - - - (14.39) 131.69 30,338.10 300.45 256350005LC-Project Fund-Toll 265819WAC7 NORTH CAROLINA EASTN MUN PWR AGY REV126,607.50 - - - - - - (198.75) 126,408.75 1,251.88 256350005 LC-Project Fund-Toll 2446438RR6HUNTINGTON NATIONAL BANK- 303,300.00 - - - - (62.63) 434.63 303,672.00 1,008.33 256350005LC-Project Fund-Toll 2446438RR6HUNTINGTON NATIONAL BANK250,410.00 - - - - - 24.49 2,625.51 253,060.00 840.28 Page 14 of 3436 Source Account Account Identifier DescriptionBeginning Base Market Value Base Purchases Base SalesBase Maturities and Redemptions Base PaydownsNet Total Realized Gain/LossBase Amortization/AccretionBase Change In Net Unrealized Gain/LossEnding Base Market ValueEnding Accrued Income BalanceSTAMP Portfolio Transaction Report by AccountQuarter ended June 30, 2016256350005 LC-Project Fund-Toll 290261XHJ4 UBS AG (STAMFORD BRANCH)249,605.00 - - - - - 28.97 581.03 250,215.00 37.23 256350005LC-Project Fund-Toll 2912828B58 UNITED STATES TREASURY- 724,089.84 - - - - (383.14) 12,329.30 736,036.00 6,211.54 256350005 LC-Project Fund-Toll 2912828B58 UNITED STATES TREASURY443,160.25 - - - - - (577.38) 4,296.13 446,879.00 3,771.29 256350005LC-Project Fund-Toll 2161571HB3 CHAIT 161 A- 500,878.91 - - - - (15.48) (718.43) 500,145.00 189.34 256350005 LC-Project Fund-Toll 2544587B98 LOS ANGELES CALIF MUN IMPT CORP LEASE REV164,364.80 - - - - - - (436.80) 163,928.00 625.07 256350005LC-Project Fund-Toll 206050TLY6 BANK OF AMERICA NA299,640.00 - - - - - 90.95 2,069.05 301,800.00 1,306.25 256350005 LC-Project Fund-Toll 2233851BF0 DAIMLER FINANCE NORTH AMERICA LLC- 249,995.00 (250,535.00) - - 539.09 0.91 - - - 256350005LC-Project Fund-Toll 2233851BF0 DAIMLER FINANCE NORTH AMERICA LLC300,822.00 - (300,642.00) - - 1,022.81 92.76 (1,295.57) - - 256350005 LC-Project Fund-Toll 2180848HP1 CLARK CNTY NEV125,028.00 - - - - - (851.96) (136.84) 124,039.20 2,580.00 256350005LC-Project Fund-Toll 269353RET1 PNC BANK NA- 303,318.00 - - - - (61.60) 382.60 303,639.00 840.00 256350005LC-Project Fund-Toll 269353RET1 PNC BANK NA251,282.50 - - - - - 3.06 1,746.94 253,032.50 700.00 256350005 LC-Project Fund-Toll 202665WBB6 AMERICAN HONDA FINANCE CORP120,340.80 - - - - - - 987.60 121,328.40 192.26 256350005LC-Project Fund-Toll 202665WBB6 AMERICAN HONDA FINANCE CORP- 304,065.30 - - - - (74.29) (670.01) 303,321.00 480.64 256350005 LC-Project Fund-Toll 23133EECD0 FEDERAL FARM CREDIT BANKS FUNDING CORP499,500.00 - - - - - (38.15) 403.15 499,865.00 73.04 256350005LC-Project Fund-Toll 245818WAN6 INTER-AMERICAN DEVELOPMENT BANK- 250,025.00 - - - - (6.14) (33.86) 249,985.00 80.76 256350005 LC-Project Fund-Toll 236225FLA5 G2 0830200.01 - - - - (0.01) - - - - 256350005LC-Project Fund-Toll 217401QAC5 CITIZENS BANK NA251,412.50 - - - - - 26.25 1,833.75 253,272.50 447.22 256350005 LC-Project Fund-Toll 217401QAC5 CITIZENS BANK NA- 303,681.00 - - - - (86.46) 332.46 303,927.00 536.67 256350005LC-Project Fund-Toll 291159HHD5 US BANCORP- 251,290.00 - - - - (98.40) 5.90 251,197.50 527.08 256350005 LC-Project Fund-Toll 291159HHD5 US BANCORP301,575.00 - - - - - (445.06) 307.06 301,437.00 632.50 256350005LC-Project Fund-Toll 246623EKD0 JPMORGAN CHASE & CO- 250,700.00 - - - - (26.80) 711.80 251,385.00 1,416.67 256350005 LC-Project Fund-Toll 246623EKD0 JPMORGAN CHASE & CO301,197.00 - - - - - 62.24 402.76 301,662.00 1,700.00 256350005LC-Project Fund-Toll 246623EKD0 JPMORGAN CHASE & CO180,718.20 - - - - - 12.00 267.00 180,997.20 1,020.00 256350005 LC-Project Fund-Toll 289837LAA3 PRINCETON UNIVERSITY193,618.25 - - - - - (1,271.15) 166.90 192,514.00 2,887.50 256350005LC-Project Fund-Toll 289837LAA3 PRINCETON UNIVERSITY492,343.55 - (491,920.80) - - 6,651.35 (445.38) (6,628.72) - - 256350005 LC-Project Fund-Toll 23136A8G38 FN 12M13A A2- 59,481.45 - - - - (2.90) 100.64 59,579.20 61.75 256350005LC-Project Fund-Toll 23136A8G38 FN 12M13A A2132,229.50 - - - (7,437.23) (17.46) (88.00) 429.52 125,116.33 129.68 256350005LC-Project Fund-Toll 261747YDT9 MORGAN STANLEY- 308,265.00 - - - - (520.56) (304.44) 307,440.00 3,918.75 256350005 LC-Project Fund-Toll 245950KBY5 INTERNATIONAL FINANCE CORP- 99,984.00 - - - - 11.49 (1.49) 99,994.00 39.72 256350005LC-Project Fund-Toll 245950KBY5 INTERNATIONAL FINANCE CORP- 499,980.00 - - - - 13.31 (23.31) 499,970.00 198.60 256350005 LC-Project Fund-Toll 2161571GJ7 CHAIT 141 A200,342.00 - - - - - (86.48) 144.48 200,400.00 102.22 256350005LC-Project Fund-Toll 2161571GJ7 CHAIT 141 A- 200,312.50 - - - - (75.07) 162.57 200,400.00 102.22 256350005 LC-Project Fund-Toll 2161571GJ7 CHAIT 141 A100,171.00 - - - - - (28.43) 57.43 100,200.00 51.11 256350005LC-Project Fund-Toll 258772PAC2 MBART 151 A2B360,884.21 - - - (92,147.18) (42.22) (22.39) 150.38 268,822.80 85.04 256350005 LC-Project Fund-Toll 23137AQT24 FHMS K708 A2- 306,375.00 - - - - (392.79) 1,235.79 307,218.00 532.50 256350005 LC-Project Fund-Toll 23137AQT24 FHMS K708 A2- 40,787.50 - - - - (16.56) 191.46 40,962.40 71.00 256350005LC Project Fund Toll 23138L1TX7FN AM1465308 167 19(1 743 33)(4 45)(186 04)184 39306 417 76423 89256350005LC-Project Fund-Toll 23138L1TX7FN AM1465308,167.19---(1,743.33) (4.45)(186.04) 184.39306,417.76423.89 256350005LC-Project Fund-Toll 23133XY2H7 FEDERAL HOME LOAN BANKS272,056.22 - - - (15,357.44) (246.16) (1,010.66) 530.01 255,971.96 223.41 256350005 LC-Project Fund-Toll 213063BFU1 CALIFORNIA ST ECONOMIC RECOVERY- 39,375.00 - - - - (89.47) 219.67 39,505.20 723.33 256350005LC-Project Fund-Toll 213063BFU1 CALIFORNIA ST ECONOMIC RECOVERY119,183.40 - - - - - (1,136.72) 468.92 118,515.60 2,170.00 256350005 LC-Project Fund-Toll 269430LGJ1 Pacific Gas and Electric Company- 899,685.00 - - - - 17.50 63.50 899,766.00 - 256350005LC-Project Fund-Toll 209062XAB9 BIOGEN IDEC INC60,232.15 - - - - - (641.24) 271.09 59,862.00 1,260.42 256350005 LC-Project Fund-Toll 216677AEP6 Chevron Phillips Chemical Company LLC- 504,941.08 - (505,000.00) - - 58.92 - - - 256350005LC-Project Fund-Toll 2477877AD6 JDOT 14B A3- 97,502.97 - - (7,085.74) 2.62 0.44 69.22 90,489.51 43.01 256350005 LC-Project Fund-Toll 2477877AD6 JDOT 14B A3- 390,149.04 - - (28,342.95) (0.00) - 151.96 361,958.05 172.06 256350005LC-Project Fund-Toll 249327M2H6 KEYBANK NA- 401,320.00 - - - - (41.13) 625.13 401,904.00 566.67 256350005LC-Project Fund-Toll 249327M2H6 KEYBANK NA249,957.50 - - - - - 121.24 1,111.26 251,190.00 354.17 256350005 LC-Project Fund-Toll 236225EUY6 G2 082398128,435.53 - - - (26,125.08) (723.00) (31.34) (4,778.92) 96,777.18 148.01 256350005LC-Project Fund-Toll 260689LAC9 MMAF 13A A382,019.60 - - - (21,413.38) (6.59) (53.22) 175.66 60,722.07 38.22 256350005 LC-Project Fund-Toll 2037833AM2 APPLE INC301,137.00 - (300,936.00) - - 399.30 (19.45) (580.85) - - 256350005LC-Project Fund-Toll 231394GH22 FHR 2649G KA106,467.68 - - - (18,418.56) (421.33) (388.49) 194.56 87,433.87 319.81 256350005 LC-Project Fund-Toll 23137AQVV7 FHMS K709 A1- 167,290.47 - - - - (14.32) 300.47 167,576.63 216.60 256350005LC-Project Fund-Toll 2937308AZ7 WBRP 3.2 WASHINGTON BIOMEDICAL RESH PPTYS WASH LE95,783.75 - - - - - - (116.85) 95,666.90 470.25 256350005 LC-Project Fund-Toll 2532457BK3 ELI LILLY AND CO302,316.00 - (302,145.00) - - 2,904.52 15.22 (3,090.74) - - 256350005 LC-Project Fund-Toll 238147MAA3 GOLDMAN SACHS GROUP INC102,335.00 - - - - - (242.08) 524.08 102,617.00 1,305.00 256350005LC-Project Fund-Toll 253944VAN9 LLOYDS BANK PLC199,830.00 - (199,848.00) - - (152.00) - 170.00 - - 256350005 LC-Project Fund-Toll 2209111ET6 CONSOLIDATED EDISON COMPANY OF NEW YORK INC237,859.60 - - - - - (2,308.79) 2,361.59 237,912.40 3,217.50 256350005LC-Project Fund-Toll 231677QAV1 FIFTH THIRD BANK- 400,544.00 - - - - (15.82) 1,455.82 401,984.00 1,981.67 256350005 LC-Project Fund-Toll 230231GAL6 EXXON MOBIL CORP301,347.00 - (302,094.00) - - 2,384.16 5.77 (1,642.93) - - 256350005LC-Project Fund-Toll 2063679ZT4 BANK OF MONTREAL302,331.00 - - - - - (713.82) 287.82 301,905.00 2,453.75 256350005 LC-Project Fund-Toll 20258M0DZ9 AMERICAN EXPRESS CREDIT CORP150,924.00 - - - - - 1.10 670.90 151,596.00 437.50 256350005LC-Project Fund-Toll 20258M0DZ9 AMERICAN EXPRESS CREDIT CORP- 303,021.00 - - - - (73.20) 244.20 303,192.00 875.00 256350005 LC-Project Fund-Toll 282484LF19 Shiseido Americas Corporation- 599,925.00 - (600,000.00) - - 75.00 - - - 256350005LC-Project Fund-Toll 200287BEP0 AbbVie Inc.- 499,955.00 - (500,000.00) - - 45.00 - - - 256350005 LC-Project Fund-Toll 200287BF79 AbbVie Inc.- 249,975.83 - (250,000.00) - - 24.17 - - - 256350005LC-Project Fund-Toll 207787PG51 The Bell Telephone Company of Canada Or Bell Canad- 1,199,281.33 - - - - 616.00 30.67 1,199,928.00 - 256350005 LC-Project Fund-Toll 2912828VK3 UNITED STATES TREASURY131,726.40 - - - - - (187.08) 436.68 131,976.00 4.86 256350005LC-Project Fund-Toll 2912828VK3 UNITED STATES TREASURY131,726.40 - - - - - (188.01) 437.61 131,976.00 4.86 256350005 LC-Project Fund-Toll 2912828VK3 UNITED STATES TREASURY182,390.40 - - - - - (184.71) 530.31 182,736.00 6.73 256350005LC-Project Fund-Toll 2912828VK3 UNITED STATES TREASURY131,726.40 - - - - - (189.86) 439.46 131,976.00 4.86 256350005 LC-Project Fund-Toll 2912828VK3 UNITED STATES TREASURY- 1,968,128.91 - - - - (662.22) 12,173.31 1,979,640.00 72.86 256350005LC-Project Fund-Toll 2912828VK3 UNITED STATES TREASURY303,984.00 - - - - - (270.66) 846.66 304,560.00 11.21 256350005LC-Project Fund-Toll 2912828VK3 UNITED STATES TREASURY55,730.40 - - - - - (48.35) 153.95 55,836.00 2.06 256350005 LC-Project Fund-Toll 2912828VK3 UNITED STATES TREASURY303,984.00 - - - - - (268.68) 844.68 304,560.00 11.21 256350005LC-Project Fund-Toll 2912828VK3 UNITED STATES TREASURY303,984.00 - - - - - (268.68) 844.68 304,560.00 11.21 256350005 LC-Project Fund-Toll 280851QDA9 CHARLES SCHWAB CORPORATION (THE)69,478.50 - - - - - (815.14) 253.54 68,916.90 1,381.25 256350005LC-Project Fund-Toll 216677AG66 Chevron Phillips Chemical Company LLC- 699,918.33 - - - - 23.33 2.34 699,944.00 - 256350005 LC-Project Fund-Toll 262888YAA0NGN 11R1 NTS213,087.61 - - - (10,001.43) (39.71) (55.86) 621.07 203,611.67 123.92 256350005LC-Project Fund-Toll 216677ADM4 Chevron Phillips Chemical Company LLC- 499,941.67 - (500,000.00) - - 58.33 - - - 256350005 LC-Project Fund-Toll 205634BG69 Bacardi U.S.A., Inc.- 999,385.56 - - - - 504.72 29.72 999,920.00 - 256350005LC-Project Fund-Toll 248121CYK6 JPMORGAN CHASE BANK NA265,415.00 - - - - - (2,391.33) 1,028.83 264,052.50 3,750.00 256350005LC-Project Fund-Toll 223337SFN9 DTE Gas Company- 674,947.50 - (675,000.00) - - 52.50 - - - Page 15 of 3437 Source Account Account Identifier DescriptionBeginning Base Market Value Base Purchases Base SalesBase Maturities and Redemptions Base PaydownsNet Total Realized Gain/LossBase Amortization/AccretionBase Change In Net Unrealized Gain/LossEnding Base Market ValueEnding Accrued Income BalanceSTAMP Portfolio Transaction Report by AccountQuarter ended June 30, 2016256350005 LC-Project Fund-Toll 249130TRY4 KENTUCKY HSG CORP HSG REV275,569.25 - - - - - 59.94 (246.94) 275,382.25 1,288.38 256350005LC-Project Fund-Toll 228103AFN9 Edison International- 1,199,690.00 - (1,200,000.00) - - 310.00 - - - 256350005 LC-Project Fund-Toll 291842LFQ2 VW Credit, Inc.- 1,199,546.66 - (1,200,000.00) - - 453.34 - - - 256350005LC-Project Fund-Toll 213063A5D2 CALIFORNIA ST315,000.00 - - (315,000.00) - - - - - - 256350005 LC-Project Fund-Toll 259217GAZ2 METROPOLITAN LIFE GLOBAL FUNDING I150,996.00 - - - - - (18.86) 509.36 151,486.50 70.31 256350005LC-Project Fund-Toll 26174467V5 MORGAN STANLEY- 243,680.64 - - - - (93.65) (258.93) 243,328.06 860.32 256350005LC-Project Fund-Toll 26174467V5 MORGAN STANLEY70,425.60-----(46.38)296.9870,676.20249.89 33,300,994.38 108,135,395.64 (56,049,428.19) (16,870,000.00) (671,583.22) 38,515.50 (13,673.81) 140,930.16 68,420,953.89 153,479.04 256350022 LC-Sr Lien Ob Fund-1 Interest 9AMMF05B2 U.S. Bank Money Market Account Fund116,204.58 6,192,892.05 (6,233,322.02) - - - - - 75,774.61 - 256350022LC-Sr Lien Ob Fund-1 Interest 38144LAB6 GOLDMAN SACHS GROUP INC319,308.00 - - - - - (1,390.20) (1,054.80) 316,863.00 6,250.00 256350022LC-Sr Lien Ob Fund-1 Interest 0255E2DC1 American Electric Power Company, Inc.549,912.00 - - (550,000.00) - - 122.68 (34.68) - - 256350022LC-Sr Lien Ob Fund-1 Interest 31393EXC8 FNR 0388E TH24,980.07 - - - (4,054.78) (96.56) (45.43) (154.13) 20,629.17 75.39 256350022LC-Sr Lien Ob Fund-1 Interest 05565QCC0 BP CAPITAL MARKETS PLC299,031.00 - - - - - 454.40 1,561.60 301,047.00 630.21 256350022LC-Sr Lien Ob Fund-1 Interest 166764AE0 CHEVRON CORP302,838.00 - - - - - (155.56) 821.56 303,504.00 100.22 256350022LC-Sr Lien Ob Fund-1 Interest 912828RX0 UNITED STATES TREASURY952,042.50 - - - - - 367.10 (215.10) 952,194.50 22.59 256350022LC-Sr Lien Ob Fund-1 Interest 89236TAY1 TOYOTA MOTOR CREDIT CORP509,020.00 - - - - - (432.38) 1,127.38 509,715.00 1,861.11 256350022LC-Sr Lien Ob Fund-1 Interest 07787PEK0 The Bell Telephone Company of Canada Or Bell Canad- 649,580.21 - (650,000.00) - - 419.79 - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 92780JH20 Virginia Electric and Power Company- 149,881.67 - - - - 23.67 12.16 149,917.50 - 256350022LC-Sr Lien Ob Fund-1 Interest 6116M2EK1 Monsanto Company- 649,494.44 - (650,000.00) - - 505.56 - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 912828UA6 UNITED STATES TREASURY1,248,000.00 - (49,857.42) - - 347.99 1,988.26 505.17 1,200,984.00 635.25 256350022LC-Sr Lien Ob Fund-1 Interest 31402RBG3 FN 7354393,223.74 - - - (736.74) (23.54) (5.39) 4.13 2,462.19 11.95 256350022 LC-Sr Lien Ob Fund-1 Interest 31402RBG3 FN 73543941,425.00 - - - (9,467.08) (334.31) (75.50) 91.10 31,639.20 153.55 256350022LC-Sr Lien Ob Fund-1 Interest 30231GAL6 EXXON MOBIL CORP421,885.80 - - - - - 42.64 1,347.56 423,276.00 1,750.88 256350022 LC-Sr Lien Ob Fund-1 Interest 912828K41 UNITED STATES TREASURY199,974.00 - - - - - (0.25) 56.25 200,030.00 121.61 256350022LC-Sr Lien Ob Fund-1 Interest 31385JLF3 FN 54582680,687.75 - - - (22,727.75) (515.99) (252.97) 174.45 57,365.49 282.13 256350022LC-Sr Lien Ob Fund-1 Interest 94974BGF1 WELLS FARGO & CO1,011,680.00 - (402,736.00) - - 5,441.62 370.06 (4,579.68) 610,176.00 5,410.83 256350022 LC-Sr Lien Ob Fund-1 Interest 3136A8G38 FN 12M13A A2585,587.79 - - - (32,936.27) 188.81 598.92 647.36 554,086.61 574.29 256350022LC-Sr Lien Ob Fund-1 Interest 46625HJL5 JPMORGAN CHASE & CO501,025.00 - - - - - 205.31 724.69 501,955.00 1,038.19 256350022 LC-Sr Lien Ob Fund-1 Interest 63307EAB3 NATIONAL BANK OF CANADA906,345.00 - - - - - (3,292.06) (118.95) 902,934.00 3,960.00 256350022LC-Sr Lien Ob Fund-1 Interest 65475LDM1 Nissan Motor Acceptance Corporation599,832.00 - - (600,000.00) - - 256.67 (88.67) - - 256350022 LC-Sr Lien Ob Fund-1 Interest 912828UZ1 UNITED STATES TREASURY697,921.00 - - - - - 560.65 1,980.35 700,462.00 737.09 256350022LC-Sr Lien Ob Fund-1 Interest 891145TN4 TORONTO DOMINION BANK1,004,190.00 - (301,110.00) - - (264.06) (1,245.83) 1,215.89 702,786.00 3,150.00 256350022 LC-Sr Lien Ob Fund-1 Interest 48121CYK6 JPMORGAN CHASE BANK NA318,498.00 - - - - - (2,489.39) 854.39 316,863.00 4,500.00 256350022LC-Sr Lien Ob Fund-1 Interest 83700EEK0 South Carolina Electric & Gas Company- 624,634.38 - (625,000.00) - - 365.62 - - - 256350022LC-Sr Lien Ob Fund-1 Interest 912828J84 UNITED STATES TREASURY555,973.00 - - - - - 415.43 4,012.07 560,400.50 1,900.96 256350022LC Sr Lien Ob Fund 1 Interest912828J84UNITED STATES TREASURY50 543 0033 73368 7750 945 50172 81256350022LC-Sr Lien Ob Fund-1 Interest912828J84UNITED STATES TREASURY50,543.00-----33.73368.7750,945.50172.81 256350022LC-Sr Lien Ob Fund-1 Interest 02580ECC5 AMERICAN EXPRESS BANK LTD.265,457.50 - - - - - (2,286.55) 204.05 263,375.00 4,500.00 256350022 LC-Sr Lien Ob Fund-1 Interest 07274LDJ3 Bayerische Landesbank499,880.00 - - (500,000.00) - - 158.19 (38.19) - - 256350022LC-Sr Lien Ob Fund-1 Interest 3136A4M89 FN 12M3B 2A1168,102.32 - - - (5,038.80) (12.78) (56.06) 232.05 163,226.73 259.26 256350022 LC-Sr Lien Ob Fund-1 Interest 3137ASNH3 FHMS K019 A1328,761.26 - - - (13,129.23) 231.70 307.85 683.16 316,854.74 383.26 256350022LC-Sr Lien Ob Fund-1 Interest 235219JS2 DALLAS TEX656,350.50 - - - - - - (1,839.50) 654,511.00 3,901.88 256350022 LC-Sr Lien Ob Fund-1 Interest 31393V2T7 FHR 2627E GY127,834.48 - - - (21,448.24) (496.07) (472.23) (692.27) 104,725.67 384.53 256350022LC-Sr Lien Ob Fund-1 Interest 6821A2EG8 Omnicom Capital Inc.- 649,620.84 - (650,000.00) - - 379.16 - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 78011DAC8 ROYAL BANK OF CANADA999,010.00 - (299,667.00) - - (520.80) (103.05) 2,799.85 701,519.00 2,380.00 256350022LC-Sr Lien Ob Fund-1 Interest 44331BDF7 HP Inc.799,840.00--(800,000.00) --267.56(107.56)-- 15,145,363.28 8,916,103.59 (7,286,692.44) (5,025,000.00) (109,538.89) 3,946.01 (4,459.61) 10,500.48 11,650,222.42 45,147.99 256350023LC-Sr Lien Reserve Fund-19AMMF05B2 U.S. Bank Money Market Account Fund39,948.71 871,783.99 (765,944.43) - - - - - 145,788.27 - 256350023LC-Sr Lien Reserve Fund-1912828B58 UNITED STATES TREASURY52,136.50 - - - - - (41.70) 479.20 52,574.00 443.68 256350023LC-Sr Lien Reserve Fund-1912828B58 UNITED STATES TREASURY151,195.85 - - - - - (169.88) 1,438.63 152,464.60 1,286.68 256350023LC-Sr Lien Reserve Fund-1912828B58 UNITED STATES TREASURY761,192.90 - - - - - (642.94) 7,030.44 767,580.40 6,477.75 256350023LC-Sr Lien Reserve Fund-1912828B58 UNITED STATES TREASURY521,365.00 - - - - - (534.24) 4,909.24 525,740.00 4,436.81 256350023LC-Sr Lien Reserve Fund-1912828B58 UNITED STATES TREASURY119,913.95 - - - - - (103.59) 1,109.84 120,920.20 1,020.47 256350023LC-Sr Lien Reserve Fund-13137AJMF8 FHMS K016 A231,839.30 - - - - - (43.99) 115.69 31,911.00 74.19 256350023LC-Sr Lien Reserve Fund-13135G0D75 FEDERAL NATIONAL MORTGAGE ASSOCIATION606,624.00 - - - - - 307.13 4,594.87 611,526.00 225.00 256350023 LC-Sr Lien Reserve Fund-138376GB33 GNR 116 BA345,269.21 - - - (5,237.56) (127.99) (133.60) 353.47 340,123.53 976.20 256350023LC-Sr Lien Reserve Fund-13137A7JU5 FHMS K701 A2336,807.25 - - - - - (1,613.05) (268.70) 334,925.50 1,051.38 256350023 LC-Sr Lien Reserve Fund-1912828VV9 UNITED STATES TREASURY88,486.70 - - - - - (80.52) 744.37 89,150.55 603.72 256350023LC-Sr Lien Reserve Fund-1912828VV9 UNITED STATES TREASURY156,153.00 - - - - - (259.62) 1,431.12 157,324.50 1,065.39 256350023 LC-Sr Lien Reserve Fund-138378KRS0 GNR 1378 AG447,552.00 - - - - - 117.67 4,715.33 452,385.00 895.72 256350023LC-Sr Lien Reserve Fund-138378KWU9 GNR 1396 A64,344.91 - - - (473.25) 11.49 15.49 156.63 64,055.26 76.61 256350023 LC-Sr Lien Reserve Fund-13137B03W2 FHMS K502 A236,690.68 - - - (1,849.42) 1.82 (0.10) (1.68) 34,841.29 41.27 256350023LC-Sr Lien Reserve Fund-1912828VB3 UNITED STATES TREASURY1,622,000.00 - - - - - 2,694.28 25,865.72 1,650,560.00 3,576.09 256350023 LC-Sr Lien Reserve Fund-13137EADB2 FREDDIE MAC576,609.00 - - - - - 580.90 5,342.60 582,532.50 6,095.83 256350023LC-Sr Lien Reserve Fund-13137EADB2 FREDDIE MAC209,676.00 - - - - - (328.91) 2,482.91 211,830.00 2,216.67 256350023 LC-Sr Lien Reserve Fund-138378B7E3 GNR 1333 AC219,967.39 - - - (1,369.16) 52.33 70.16 1,008.77 219,729.49 328.09 256350023LC-Sr Lien Reserve Fund-138377RVK8 GNR 10166F GP111,896.65 - - - (5,292.33) (92.45) (48.18) 85.33 106,549.03 255.02 256350023 LC-Sr Lien Reserve Fund-138377RVK8 GNR 10166F GP67,137.99 - - - (3,175.40) (104.87) (61.13) 132.82 63,929.42 153.01 256350023LC-Sr Lien Reserve Fund-1912828WU0 UNITED STATES TREASURY600,691.29 - - - - - 6,335.08 3,542.79 610,569.16 348.75 256350023 LC-Sr Lien Reserve Fund-13136A7MJ8 FN 12M8 AQ2128,392.08 - - - (2,538.48) 17.69 116.13 (39.62) 125,947.80 158.60 256350023LC-Sr Lien Reserve Fund-138378KSL4 GNR 1374 AL201,390.00 - - - - - 26.87 3,817.13 205,234.00 464.12 256350023 LC-Sr Lien Reserve Fund-138378KSL4 GNR 1374 AL226,563.75 - - - - - 1.67 4,322.83 230,888.25 522.13 256350023LC-Sr Lien Reserve Fund-13136A72D3 FN 12M9 A2407,466.20 - - - - - 525.20 4,526.85 412,518.25 816.99 256350023LC-Sr Lien Reserve Fund-138378B6A2 GNR 1312A AB133,202.68 - - - (725.07) 23.22 33.95 603.27 133,138.05 204.66 256350023 LC-Sr Lien Reserve Fund-13137AQT24 FHMS K708 A2173,519.00 - - - - - (69.95) 641.15 174,090.20 301.75 256350023LC-Sr Lien Reserve Fund-138376WA62 GNR 1015C PD135,232.91 - - - (13,817.39) (725.30) 123.07 95.58 120,908.86 379.09 256350023 LC-Sr Lien Reserve Fund-1912828RC6 UNITED STATES TREASURY- 490,919.92 - - - - (296.63) 9,945.96 500,569.25 3,799.02 256350023LC-Sr Lien Reserve Fund-1912828RC6 UNITED STATES TREASURY1,353,976.00 - - - - - (560.72) 16,563.72 1,369,979.00 10,397.32 256350023 LC-Sr Lien Reserve Fund-13128MMAK9 FH G18009120,732.49 - - - (13,541.13) (507.36) (202.91) (1,170.22) 105,310.88 422.63 256350023LC-Sr Lien Reserve Fund-138377DPX8 GNR 10101E NC15,757.64 - - - (7,766.80) (75.81) (52.94) 69.72 7,931.80 16.49 256350023 LC-Sr Lien Reserve Fund-131395EZP5 FHR 2835G MD76,089.90 - - - (10,339.69) (296.91) (195.08) (499.65) 64,758.56 237.25 Page 16 of 3438 Source Account Account Identifier DescriptionBeginning Base Market Value Base Purchases Base SalesBase Maturities and Redemptions Base PaydownsNet Total Realized Gain/LossBase Amortization/AccretionBase Change In Net Unrealized Gain/LossEnding Base Market ValueEnding Accrued Income BalanceSTAMP Portfolio Transaction Report by AccountQuarter ended June 30, 2016256350023 LC-Sr Lien Reserve Fund-13136AEYG6 FN 13M9 AQ2143,772.98 - - - (8,183.34) (26.00) (75.17) 596.86 136,085.34 204.27 256350023LC-Sr Lien Reserve Fund-131394DVM9 FNR 0543D PB148,016.79 - - - (14,052.08) (611.47) (946.95) 846.71 133,253.00 532.29 256350023 LC-Sr Lien Reserve Fund-13137AEV77 FHMS K703 A2257,008.94 - - - (747.89) (8.23) (395.62) 410.97 256,268.17 562.86 256350023LC-Sr Lien Reserve Fund-138378KXW4 GNR 13105 A192,515.98 - - - (1,869.74) 8.63 9.31 355.42 191,019.60 272.96 256350023 LC-Sr Lien Reserve Fund-138377JZ89 GNR 10117A GK136,478.04 - - - (11,141.69) (289.57) (62.72) 266.88 125,250.94 349.49 256350023LC-Sr Lien Reserve Fund-131413XVG5 FN 958815208,376.00 - - - - - (2,742.75) 3,004.75 208,638.00 751.00 256350023 LC-Sr Lien Reserve Fund-138379KDN5 GNR 1529 AD192,076.16 - - - (763.05) 18.69 70.70 1,559.34 192,961.84 334.95 256350023LC-Sr Lien Reserve Fund-13136A4M48 FN 12M3A 1A1347,696.61 - - - (12,313.40) (14.57) (36.71) 1,870.81 337,202.74 576.01 256350023 LC-Sr Lien Reserve Fund-1912828UF5 UNITED STATES TREASURY752,227.50 - - - - - 686.03 5,141.47 758,055.00 22.93 256350023LC-Sr Lien Reserve Fund-1912828UF5 UNITED STATES TREASURY175,519.75 - - - - - 120.31 1,239.44 176,879.50 5.35 256350023 LC-Sr Lien Reserve Fund-1912828UF5 UNITED STATES TREASURY95,282.15 - - - - - 122.04 616.11 96,020.30 2.90 256350023LC-Sr Lien Reserve Fund-1912828UF5 UNITED STATES TREASURY230,683.10 - - - - - 101.77 1,685.33 232,470.20 7.03 256350023 LC-Sr Lien Reserve Fund-131392JJ83 FNR 0317D HC18,263.53 - - - (3,466.46) (68.93) (69.81) (35.48) 14,622.85 59.81 256350023LC-Sr Lien Reserve Fund-131381PEB0 FN 466430283,642.66 - - - (1,064.84) (38.67) (1,505.55) 3,019.55 284,053.15 737.14 256350023 LC-Sr Lien Reserve Fund-13137AUPE3 FHMS K021 A2242,609.30 - - - - - 381.62 1,021.33 244,012.25 469.22 256350023LC-Sr Lien Reserve Fund-138378CRT6 GNR 1213E EG108,344.91 - - - (7,217.50) 230.04 138.36 100.47 101,596.27 169.28 256350023 LC-Sr Lien Reserve Fund-138378XP62 GNR 14166 PL467,929.91 - - - (4,559.64) (54.33) (62.74) 6,095.69 469,348.89 944.39 256350023 LC-Sr Lien Reserve Fund-13137A7E22 FHR 3804A DA175,613.85 - - - (24,222.24) (239.84) (310.97) (524.28) 150,316.52 428.16 256350023LC-Sr Lien Reserve Fund-138376T5Z1 GNR 104A PD154,969.94 - - - (7,090.38) (289.11) (106.21) 374.97 147,859.20 353.80 256350023 LC-Sr Lien Reserve Fund-138377RSZ9 GNR 10162D PQ57,674.75 - - - (5,779.44) (335.33) (209.79) 207.70 51,557.90 184.96 256350023LC-Sr Lien Reserve Fund-13137EADR7 FREDDIE MAC478,728.75 - - - - - 170.13 3,264.12 482,163.00 1,088.54 256350023 LC-Sr Lien Reserve Fund-13137EACA5 FREDDIE MAC865,648.00 - - - - - (3,287.75) 1,383.75 863,744.00 7,833.33 256350023LC-Sr Lien Reserve Fund-1912828KQ2 UNITED STATES TREASURY534,435.00 - (533,652.34) - - 12,614.43 (726.28) (12,670.81) - - 256350023 LC-Sr Lien Reserve Fund-131404WTT3 FN 78096265,162.76 - - - (6,775.38) (424.00) (279.90) (60.63) 57,622.85 210.12 256350023LC-Sr Lien Reserve Fund-1912828XB1 UNITED STATES TREASURY- 1,228,546.88 - - - - (295.03) 39,296.15 1,267,548.00 3,256.79 256350023 LC-Sr Lien Reserve Fund-138378BX20 GNR 12132 AB63,919.27 - - - (993.64) 23.11 15.07 177.83 63,141.64 66.85 256350023LC-Sr Lien Reserve Fund-131417YKF3 FN MA0293143,297.12 - - - (8,079.85) (443.39) (231.99) 401.17 134,943.06 463.89 256350023 LC-Sr Lien Reserve Fund-131385XBG1 FN 5554399,775.60 - - - (2,792.73) (59.18) (28.97) 12.39 6,907.12 33.97 256350023LC-Sr Lien Reserve Fund-131416YXJ2 FN AB338060,401.05 - - - (3,495.29) (126.82) (66.61) 92.38 56,804.70 156.05 256350023 LC-Sr Lien Reserve Fund-13137ASNH3 FHMS K019 A1328,761.26 - - - (13,129.23) 197.85 260.76 764.10 316,854.74 383.26 256350023LC-Sr Lien Reserve Fund-13137B6ZL8 FHMS K714 A134,665.28 - - - (2,461.53) (26.50) (34.68) 53.87 32,196.44 54.89 256350023 LC-Sr Lien Reserve Fund-131418AFW3 FN MA1080200,836.74 - - - (14,929.31) (348.95) (276.54) 632.10 185,914.04 442.82 256350023LC-Sr Lien Reserve Fund-138379C2M7 GNR 1496E WA46,972.29 - (46,411.75) - (651.80) (650.42) 8.41 733.26 - - 256350023 LC-Sr Lien Reserve Fund-13138L33G8 FN AM3498101,838.00 - - - - - (18.52) 986.52 102,806.00 167.50 256350023 LC-Sr Lien Reserve Fund-138378B7F0 GNR 1333 B242,312.50 - - - - - 128.17 2,519.33 244,960.00 473.54 256350023LC-Sr Lien Reserve Fund-138378B7F0 GNR 1333 B193,850.00 - - - - - 44.90 2,073.10 195,968.00 378.83 256350023LC Sr Lien Reserve Fund 138378TAF7GNR 1371A GA227 570 69(10 566 05)534(13 84)151 70217 147 84436 82256350023LC-Sr Lien Reserve Fund-138378TAF7GNR 1371A GA227,570.69---(10,566.05) 5.34(13.84)151.70217,147.84436.82 256350023LC-Sr Lien Reserve Fund-1912828TJ9 UNITED STATES TREASURY498,811.50 - (496,140.82) - - 24,937.73 524.73 (28,133.14) - - 256350023 LC-Sr Lien Reserve Fund-1912828TJ9 UNITED STATES TREASURY629,812.50 - (626,440.43) - - 1,699.47 6.58 (5,078.13) - - 256350023LC-Sr Lien Reserve Fund-13136G3JZ9 FEDERAL NATIONAL MORTGAGE ASSOCIATION-200,960.00----(163.40) 121.40200,918.00722.22 19,255,322.09 2,792,210.79 (2,468,589.77) - (232,472.17) 33,855.84 (3,651.69) 138,720.59 19,515,395.68 72,506.60 174,803,475.19 342,334,440.17 (192,883,280.02) (146,245,000.00) (1,882,311.57) 77,208.05 20,482.96 294,867.06 176,929,685.28 385,466.13 Page 17 of 3439 STAMP Portfolio Summary of Investments for quarter ended June 30, 2016Credit RatingIndustry GroupAsset ClassSecurity TypeMarket Sector*Negative cash reflects securities in transit at month endATTACHMENT 540 STAMP PortfolioToll Revenue Project Senior Lien Fund Summary of Investments for quarter ended June 30, 2016Credit RatingIndustry GroupAsset ClassSecurity TypeMarket SectorATTACHMENT 641 STAMP PortfolioToll Revenue Project Sales Tax Revenue Fund Summary of Investments for quarter ended June 30, 2016Credit RatingIndustry GroupAsset ClassSecurity TypeMarket SectorATTACHMENT 742 STAMP PortfolioSeries A & Series B Reserve Fund Summary of Investments for quarter ended June 30, 2016Credit RatingIndustry GroupAsset ClassSecurity TypeMarket SectorATTACHMENT 843 STAMP PortfolioToll Revenue Project Capitalized Interest Fund Summary of Investments for quarter ended June 30, 2016Credit RatingIndustry GroupAsset ClassSecurity TypeMarket SectorATTACHMENT 944 STAMP PortfolioSales Tax Revenue Capitalized Interest Fund Summary of Investments for quarter ended June 30, 2016Credit RatingIndustry GroupAsset ClassSecurity TypeMarket Sector*Negative cash reflects securities in transit at month endATTACHMENT 1045 STAMP PortfolioSales Tax Equity Fund Summary of Investments for quarter ended June 30, 2016Credit RatingIndustry GroupAsset ClassSecurity TypeMarket Sector*Negative cash reflects securities in transit at month endATTACHMENT 1146 Account Number: 001050990415 Name: RIVERSIDE COUNTY TRANS COMMCUSIPSecurity Type Category Issuer Final Maturity Trade DateNext Call Date Original CostBase Market ValueUnrealized Gain/LossAccrued Income Coupon YieldCredit Rating3130A5EP0 AgenciesF H L B 0.625% 5/30/1705/30/2017 05/15/2015999,170.00 1,000,460.00 1,290.00 538.19 0.630 0.625 AA+3130A62S5 AgenciesF H L B 0.750% 8/28/1708/28/2017 07/24/2015339,238.40 340,547.40 1,309.00 871.25 0.750 0.749 AA+3130A6LZ8 AgenciesF H L B DEB 0.625% 10/26/1710/26/2017 10/09/2015748,372.50 750,270.00 1,897.50 846.35 0.630 0.625 AA+3130A7CX1 AgenciesF H L B 0.875% 3/19/1803/19/2018 02/18/2016519,838.80 521,830.40 1,991.60 1,289.17 0.880 0.874 AA+3133EEWS5 AgenciesF F C B DEB 0.50885% 1/02/1801/02/2018 04/02/2015699,961.01 699,153.00 (808.01) 269.99 0.510 0.509 AA+3134G72P5 AgenciesF H L M C 1.200% 10/29/1810/29/2018 10/29/2015 07/29/2016 500,000.00 500,165.00 165.00 1,033.33 1.200 1.200 AA+3134G8L98 AgenciesF H L M C M T N 1.050% 2/26/1802/26/2018 02/26/2016 08/26/2016 500,000.00 500,125.00 125.00 1,822.92 1.050 1.050 AA+3134G9AF4 AgenciesF H L M C M T N 1.050% 4/26/1804/26/2018 04/26/2016 07/26/2016 689,724.00 690,310.50 586.50 1,309.35 1.050 1.050 AA+3134G9UY1 AgenciesF H L M C M T N 1.000% 6/29/1806/29/2018 06/29/2016 12/29/2016 510,000.00 510,586.50 586.50 28.33 1.000 1.000 AA+3135G0E58 AgenciesF N M A DEB 1.125% 10/19/1810/19/2018 09/01/2015529,141.40 534,870.70 5,729.30 1,192.50 1.130 1.117 AA+3135G0J53 AgenciesF N M A DEB 1.000% 2/26/1902/26/2019 02/23/2016498,820.00 502,460.00 3,640.00 1,736.11 1.000 0.997 AA+3135G0K77 AgenciesF N M A DEB 1.250% 6/13/1906/13/2019 06/13/2016 12/13/2016 490,000.00 490,284.20 284.20 306.25 1.250 1.250 AA+3137EADV8 AgenciesF H L M C 0.750% 7/14/1707/14/2017 05/29/2015799,376.00 801,192.00 1,816.00 2,783.33 0.750 0.749 AA+3137EADX4 AgenciesF H L M C 1.000% 12/15/1712/15/2017 12/11/2015819,155.40 824,362.40 5,207.00 364.44 1.000 0.996 AA+3137EADZ9 AgenciesF H L M C M T N 1.125% 4/15/1904/15/2019 03/21/2016289,904.30 292,465.00 2,560.70 906.25 1.130 1.119 AA+05581RAD8 Asset-Backed BMW VEHICLE LEASE 1.340% 1/22/1901/22/2019 02/17/2016599,929.50 599,916.00 (13.50) 245.67 1.340 1.343 N/A161571HC1 Asset-Backed CHASE ISSUANCE TRUST 1.370% 6/15/21 06/15/2021 06/17/2016751,347.66 753,877.50 2,529.84 399.58 1.370 1.367 AAA31680GAB2 Asset-Backed FIFTH THIRD AUTO TRU 1.020% 5/15/1805/15/2018 11/05/2015148,867.21 148,924.87 57.66 67.49 1.020 1.020 N/A36159LCN4 Asset-Backed GE DEALER FLOORPLA 0.89805% 10/20/19 10/20/2019 10/21/2014750,350.76 748,957.50 (1,393.26) 210.39 0.900 0.899 N/A43814NAC9 Asset-Backed HONDA AUTO 1.570% 12/18/1912/18/2019 02/25/2016199,971.58 200,584.00 612.42 113.39 1.220 1.569 AAA47787UAB9 Asset-Backed JOHN DEERE OWNER 0.870% 2/15/1802/15/2018 03/11/2015232,718.40 232,714.77 (3.63) 89.99 0.870 0.870 N/A89237CAD3 Asset-Backed TOYOTA AUTO RECEIV 1.270% 5/15/19 05/15/2019 06/17/2015499,972.95 502,200.00 2,227.05 282.22 1.270 1.267 AAA89237KAD5 Asset-Backed TOYOTA AUTO 1.250% 3/16/2003/16/2020 03/02/2016199,988.66 200,770.00 781.34 111.11 1.250 1.247 AAA92867VAB6 Asset-Backed VOLKSWAGEN AUTO 0.870% 6/20/1706/20/2017 03/05/201594,755.75 94,816.85 61.12 25.21 0.870 0.870 N/A037833AG5CdiAPPLE INC 0 8686% 5/03/1805/03/201805/03/2013250 466 43250 380 00(86 43)355 880 8900 867AAPayden & Rygel Operating Portfolio by Investment Category for Quarter ended June 30, 2016037833AG5CreditAPPLE INC 0.8686% 5/03/1805/03/201805/03/2013250,466.43 250,380.00 (86.43) 355.88 0.8900.867AA+037833BB5 Credit APPLE INC 0.900% 5/12/17 05/12/2017 05/13/2015 119,917.20 120,220.80 303.60 144.00 0.900 0.899 AA+037833BN9 Credit APPLE INC 1.300% 2/23/18 02/23/2018 02/23/2016 29,987.10 30,204.00 216.90 138.67 1.300 1.292 AA+037833BQ2 Credit APPLE INC 1.700% 2/22/19 02/22/2019 02/23/2016 39,993.20 40,677.20 684.00 241.78 1.700 1.674 AA+06406HCK3 Credit BANK OF NY MTN 1.08755% 3/06/18 03/06/2018 03/06/2013 750,817.83 749,895.00 (922.83) 566.43 1.120 1.088 A084664CD1 Credit BERKSHIRE HATHAWAY 0.94114% 1/12/18 01/12/2018 01/15/2015 250,406.64 250,085.00 (321.64) 510.94 0.930 0.940 AA084670BH0 Credit BERKSHIRE HATHAWAY 1.550% 2/09/18 02/09/2018 02/11/2013 503,013.99 505,805.00 2,791.01 3,056.94 1.550 1.537 AA166764AV2 Credit CHEVRON CORP 1.365% 3/02/18 03/02/2018 03/03/2015 499,970.00 502,745.00 2,775.00 2,256.04 1.370 1.358 AA-166764BA7 Credit CHEVRON CORP 1.790% 11/16/18 11/16/2018 11/17/2015 252,882.50 253,345.00 462.50 546.94 1.790 1.764 AA-17275RAU6 Credit CISCO SYSTEMS INC 1.650% 6/15/18 06/15/2018 06/17/2015 399,932.00 405,200.00 5,268.00 293.33 1.650 1.629 AA-191216BR0 Credit COCA COLA CO THE 0.875% 10/27/17 10/27/2017 10/27/2015 35,984.16 36,047.88 63.72 56.00 0.880 0.874 AA-191216BV1 CreditCOCA COLA CO 1.375% 5/30/1905/30/2019 05/31/2016249,825.00 252,690.00 2,865.00 296.01 1.380 1.364 AA-19416QDU1 CreditCOLGATE PALM MTN 2.625% 5/01/1705/01/2017 05/04/2011513,597.43 512,766.90 (830.53) 2,209.38 2.630 2.590 AA-30231GAL6 CreditEXXON MOBIL 1.305% 3/06/1803/06/2018 03/06/2015460,000.00 463,588.00 3,588.00 1,917.63 1.310 1.298 AA+30231GAP7 CreditEXXON MOBIL 1.708% 3/01/1903/01/2019 03/03/201640,000.00 40,650.00 650.00 223.94 1.710 1.682 AA+30231GAU6 CreditEXXON MOBIL 1.439% 3/01/1803/01/2018 03/03/201640,000.00 40,354.00 354.00 188.67 1.440 1.427 AA+36962G2G8 CreditGEN ELEC CAP CRP MTN 5.400% 2/15/17 02/15/2017 02/13/2007108,560.35 106,874.56 (1,685.79) 2,121.60 5.400 5.266 AA+36962G3H5 CreditGEN ELEC CAP CRP MTN 5.625% 9/15/17 09/15/2017 09/24/2007532,531.80 528,425.00 (4,106.80) 8,281.25 5.630 5.336 AA+48125LRD6 CreditJP MORGAN CHASE MT 1.03235% 6/14/17 06/14/2017 06/19/2015750,000.00 749,490.00 (510.00) 365.62 1.060 1.033 A+58933YAH8 CreditMERCK CO INC 0.9782% 5/18/1805/18/2018 05/20/2013751,768.96 752,745.00 976.04 896.68 0.990 0.977 AA594918BF0 CreditMICROSOFT CORP 1.300% 11/03/1811/03/2018 11/03/2015752,615.00 756,810.00 4,195.00 1,570.83 1.300 1.291 AAA717081DP5 CreditPFIZER INC 0.75976% 5/15/1705/15/2017 05/15/2014250,008.85 250,065.00 56.15 247.98 0.780 0.759 AA717081DU4 CreditPFIZER INC 1.450% 6/03/1906/03/2019 06/03/2016249,715.00 252,082.50 2,367.50 281.94 1.450 1.441 AA89236TAY1 CreditTOYOTA MOTOR MTN 2.000% 10/24/18 10/24/2018 10/24/2013346,388.60 346,606.20 217.60 1,265.56 2.000 1.961 AA-89236TCX1 CreditTOYOTA MOTOR MTN 1.200% 4/06/18 04/06/2018 04/08/2016249,940.00 250,980.00 1,040.00 691.67 1.200 1.196 AA-90331HMQ3 CreditUS BANK NA MTN 1.350% 1/26/1801/26/2018 01/27/2015 12/26/2017 500,663.93 501,870.00 1,206.07 2,906.25 1.350 1.344 AA-91159HHE3 CreditUS BANCORP MTN 1.950% 11/15/1811/15/2018 11/07/2013 10/15/2018 254,410.00 255,250.00 840.00 622.92 1.950 1.914 A+94974BFK1 CreditWELLS FARGO MTN 1.2486% 4/23/1804/23/2018 04/23/2013501,837.96 501,150.00 (687.96) 1,196.57 1.270 1.245 A94974BFW5 CreditWELLS FARGO COM MTN 1.150% 6/02/17 06/02/2017 06/03/2014500,234.56 500,190.00 (44.56) 463.19 1.150 1.149 A3136AMTM1 Mortgage-Backed F N M A GTD REMIC 0.3845% 9/25/1809/25/2018 03/01/2015448,732.68 447,164.53 (1,568.15) 49.96 0.670 0.651 N/A3137BLVY1 Mortgage-Backed F H L M C MLTCL MTG 1.639% 10/25/1910/25/2019 11/01/2015139,973.07 141,183.80 1,210.73 191.66 1.640 1.632 N/A3137BNN26 Mortgage-Backed F H L M C MLTCL MTG 1.780% 7/25/1907/25/2019 04/01/2016217,039.69 218,240.05 1,200.36 318.92 1.780 1.759 N/AATTACHMENT 1247 Account Number: 001050990415 Name: RIVERSIDE COUNTY TRANS COMMCUSIPSecurity Type Category Issuer Final Maturity Trade DateNext Call Date Original CostBase Market ValueUnrealized Gain/LossAccrued Income Coupon YieldCredit RatingPayden & Rygel Operating Portfolio by Investment Category for Quarter ended June 30, 20163137BPCF4 Mortgage-Backed F H L M C MLTCL MTG 1.376% 10/25/2010/25/2020 05/01/2016393,478.70 395,567.30 2,088.60 90.24 1.380 1.373 N/A13063CFD7 Taxable Muni CALIFORNIA ST 1.250% 11/01/1611/01/2016 11/05/2013350,872.08 350,910.00 37.92 729.17 1.250 1.248 AA-54473ERP1 Taxable Muni LOS ANGELES CNTY CA 1.507% 12/01/17 12/01/2017 09/02/201525,000.00 25,191.00 191.00 31.40 1.510 1.498 AA54473ERQ9 Taxable Muni LOS ANGELES CNTY CA 2.036% 12/01/18 12/01/2018 09/02/201550,000.00 50,457.50 457.50 84.83 2.040 2.021 AA6055806F1 Taxable Muni MISSISSIPPI ST SER D 3.381% 11/01/1811/01/2018 11/10/2010104,642.76 105,857.00 1,214.24 563.50 3.380 3.203 AA650119AD2 Taxable Muni NEW YORK UNIVERSITY 0.898% 7/01/17 07/01/2017 04/16/2015200,000.00 200,070.00 70.00 898.00 0.900 0.899 AA-650119AE0 Taxable Muni NEW YORK UNIVERSITY 1.315% 7/01/18 07/01/2018 04/16/2015120,000.00 120,439.20 439.20 789.00 1.320 1.313 AA-702282ND2 Taxable Muni PASADENA CA UNIF 1.861% 11/01/1811/01/2018 03/20/2014251,500.33 255,167.50 3,667.17 775.42 1.860 1.827 A+91412GD36 Taxable Muni UNIV OF CA 1.169% 5/15/1905/15/2019 04/20/2016140,000.00 140,673.40 673.40 322.77 1.170 1.169 AA91412GWU5 Taxable Muni UNIV CALIFORNIA CA 1.418% 5/15/1805/15/2018 03/25/2015250,000.00 252,722.50 2,722.50 452.97 1.420 1.406 AA91412GWV3 Taxable Muni UNIV OF CA 2.003% 5/15/1905/15/2019 03/25/2015250,000.00 257,095.00 7,095.00 639.85 2.000 1.958 AA977100AU0 Taxable Muni WISCONSIN ST 5.050% 5/01/1805/01/2018 04/01/2008214,702.56 214,700.00 (2.56) 1,683.33 5.050 4.721 AA912828D98 Treasuries U S TREASURY NT 1.000% 9/15/1709/15/2017 09/15/20142,483,788.53 2,493,069.60 9,281.07 7,278.26 1.000 0.996 N/A912828G20 Treasuries U S TREASURY NT 0.875% 11/15/1711/15/2017 11/17/2014813,058.01 818,374.10 5,316.09 910.78 0.880 0.873 N/A912828H37 Treasuries U S TREASURY NT 0.875% 1/15/1801/15/2018 01/15/20152,005,797.27 2,024,047.35 18,250.08 8,137.50 0.880 0.873 N/A912828H94 Treasuries U S TREASURY NT 1.000% 2/15/1802/15/2018 02/17/2015727,062.69 729,756.00 2,409.65 2,728.71 1.000 0.995 N/A912828K25 Treasuries U S TREASURY NT 0.750% 4/15/1804/15/2018 04/15/20151,241,556.92 1,253,375.00 11,818.08 1,972.34 0.750 0.750 N/A912828L40 Treasuries U S TREASURY NT 1.000% 9/15/1809/15/2018 09/15/20151,207,989.49 1,214,796.65 7,386.53 3,536.41 1.000 0.994 N/A912828M72 Treasuries U S TREASURY NT 0.875% 11/30/1711/30/2017 11/30/20151,779,046.18 1,787,369.20 8,323.02 1,319.19 0.880 0.873 N/A912828N55 Treasuries U S TREASURY NT 1.000% 12/31/1712/31/2017 12/31/20151,313,546.44 1,323,218.75 9,672.31 35.73 1.000 0.996 N/A912828P95 Treasuries U S TREASURY NT 1.000% 3/15/1903/15/2019 03/15/20161,873,979.30 1,885,857.60 11,878.30 5,488.04 1.000 0.994 N/A912828R51 Treasuries U S TREASURY NT 0.875% 5/31/1805/31/2018 05/31/20162,527,748.96 2,543,737.90 15,988.94 - 0.880 0.872 N/A912828R85 Treasuries U S TREASURY NT 0.875% 6/15/1906/15/2019 06/15/20161,742,319.53 1,743,605.60 1,286.07 758.47 0.880 0.874 N/A912828SS0 Treasuries U S TREASURY NT 0.875% 4/30/1704/30/2017 04/30/20121,339,249.53 1,341,064.48 1,163.91 1,970.99 0.880 0.873 N/A912828TS9TiU S TREASURY NT 0 625% 9/30/1709/30/201710/01/20122 499 152 402 501 349 062 196 663 926 020 6300 625N/A912828TS9TreasuriesU S TREASURY NT 0.625% 9/30/1709/30/201710/01/20122,499,152.40 2,501,349.06 2,196.66 3,926.02 0.6300.625N/A912828UA6 Treasuries U S TREASURY NT 0.625% 11/30/1711/30/2017 11/30/20122,023,823.43 2,041,672.80 17,849.37 1,079.92 0.630 0.625 N/A912828WT3 Treasuries U S TREASURY NT 0.875% 7/15/1707/15/2017 07/15/20141,002,497.71 1,003,590.00 1,092.29 4,038.46 0.880 0.873 N/A31846V203FIRST AMER GOVT OBLIG FUND CL Y140,098.25 140,098.25 - 1.11 0.00650,472,729.28 50,669,456.75 196,372.16 101,560.40 48 Account Number: 001050990415Name: RIVERSIDE COUNTY TRANS COMMTransaction Date Trade DateSettlement Date CUSIP DescriptionUnits Price Commissions SEC FeesMiscellaneous Fees Net Cash AmountFederal Tax Cost AmountShort Term Gain/Loss AmountLong Term Gain/Loss Amount04/01/2016 04/01/2016 04/01/2016 31846V203 SOLD UNITS OF FIRST AMER GOVT OBLIG FUND CL Y(80,897.4600) 1.000000 - - - 80,897.46 (80,897.46) - - 04/01/201631846V203INTEREST EARNED ON FIRST AMER GOVT OBLIG FUND CL Y UNIT ON 0.0000 SHARES DUE 3/31/2016 INTEREST FROM 3/1/16 TO 3/31/16- - - - - 1.08 - - - 04/01/201604/01/2016 912828G46RECEIVED ACCRUED INTEREST ON SALE OF U S TREASURY NT 0.500% 11/30/16- - - - - 672.13 - - - 04/01/2016 03/29/2016 04/01/2016 912828G46SOLD PAR VALUE OF U S TREASURY NT 0.500% 11/30/16 /CITIGROUP GLOBAL MARKETS INC./XOTC 400,000 PAR VALUE AT 99.980469 %(400,000.0000) 0.999805 - - - 399,921.88 (399,531.25) 390.63 - 04/01/201604/01/2016 912828H78RECEIVED ACCRUED INTEREST ON SALE OF U S TREASURY NT 0.500% 1/31/17- - - - - 502.75 - - - 04/01/2016 03/29/2016 04/01/2016 912828H78SOLD PAR VALUE OF U S TREASURY NT 0.500% 1/31/17 /UBS SECURITIES LLC/XOTC 600,000 PAR VALUE AT 99.898438 %(600,000.0000) 0.998984 - - - 599,390.63 (599,625.00) - (234.37) 04/01/201604/01/2016 912828P95PAID ACCRUED INTEREST ON PURCHASE OF U S TREASURY NT 1.000% 3/15/19- - - - - (498.91) - - - 04/01/2016 03/29/2016 04/01/2016 912828P95PURCHASED PAR VALUE OF U S TREASURY NT 1.000% 3/15/19 /CITIGROUP GLOBAL MARKETS INC./1,080,000 PAR VALUE AT 100.08203148 %1,080,000.0000 1.000820 - - - (1,080,885.94) 1,080,885.94 - - 04/04/20163133EEWS5INTEREST EARNED ON F F C B DEB 0.4805% 1/02/18 $1 PV ON 700000.0000 SHARES DUE 4/2/2016- - - - - 289.63 - - - 04/04/2016 04/04/2016 04/04/2016 31846V203 PURCHASED UNITS OF FIRST AMER GOVT OBLIG FUND CL Y289.6300 1.000000 - - - (289.63) 289.63 - - 04/04/2016 04/04/2016 04/04/2016 31846V203 PURCHASED UNITS OF FIRST AMER GOVT OBLIG FUND CL Y1.0800 1.000000 - - - (1.08) 1.08 - - 04/07/2016 04/07/2016 04/07/2016 31846V203 PURCHASED UNITS OF FIRST AMER GOVT OBLIG FUND CL Y200,129.3800 1.000000 - - - (200,129.38) 200,129.38 - - 04/07/201604/07/2016 912828H78RECEIVED ACCRUED INTEREST ON SALE OF U S TREASURY NT 0.500% 1/31/17- - - - - 184.07 - - - 04/07/2016 04/06/2016 04/07/2016 912828H78SOLD PAR VALUE OF U S TREASURY NT 0.500% 1/31/17 /CITIGROUP GLOBAL MARKETS INC./XOTC 200,000 PAR VALUE AT 99.972656 %(200,000.0000) 0.999727 - - - 199,945.31 (199,875.00) - 70.31 04/08/2016 04/08/2016 04/08/2016 31846V203 SOLD UNITS OF FIRST AMER GOVT OBLIG FUND CL Y(249,940.0000) 1.000000 - - - 249,940.00 (249,940.00) - - 04/08/2016 04/05/2016 04/08/2016 89236TCX1PURCHASED PAR VALUE OF TOYOTA MOTOR MTN 1.200% 4/06/18 /CITIGROUP GLOBAL MARKETS INC./250,000 PAR VALUE AT 99.976 % 250,000.0000 0.999760 - - - (249,940.00) 249,940.00 - - 04/11/2016263901AE0AMORTIZED PREMIUM ON DUKE ENERGY INDIAN 0.97759% 7/11/16 CURRENT YEAR AMORTIZATION- - - - - - (192.76) - - INTEREST EARNED ON DUKE ENERGY INDIAN 0.97759% 7/11/16 $1 PV Payden & Rygel Operating Portfolio Transaction ReportQuarter ended June 30, 201604/11/2016263901AE0 ON 750000.0000 SHARES DUE 4/11/2016-- - - -1,832.99--- 04/11/2016 04/11/2016 04/11/2016 31846V203 PURCHASED UNITS OF FIRST AMER GOVT OBLIG FUND CL Y1,832.9900 1.000000 - - - (1,832.99) 1,832.99 - - 04/12/2016084664CD1AMORTIZED PREMIUM ON BERKSHIRE HATHAWAY 0.93133% 1/12/18 CURRENT YEAR AMORTIZATION- - - - - - (57.32) - - 04/12/2016084664CD1INTEREST EARNED ON BERKSHIRE HATHAWAY 0.93133% 1/12/18 $1 PV ON 250000.0000 SHARES DUE 4/12/2016- - - - - 582.08 - - - 04/13/2016 04/13/2016 04/13/2016 31846V203 PURCHASED UNITS OF FIRST AMER GOVT OBLIG FUND CL Y582.0800 1.000000 - - - (582.08) 582.08 - - 04/14/2016 04/14/2016 04/14/2016 31846V203 PURCHASED UNITS OF FIRST AMER GOVT OBLIG FUND CL Y100,082.1200 1.000000 - - - (100,082.12) 100,082.12 - - 04/14/201604/14/2016 912828H78RECEIVED ACCRUED INTEREST ON SALE OF U S TREASURY NT 0.500% 1/31/17- - - - - 101.65 - - - 04/14/2016 04/13/2016 04/14/2016 912828H78SOLD PAR VALUE OF U S TREASURY NT 0.500% 1/31/17 /BMO CAPITAL MARKETS CORP./100,000 PAR VALUE AT 99.980469 %(100,000.0000) 0.999805 - - - 99,980.47 (99,937.50) - 42.97 04/15/2016161571GS7AMORTIZED PREMIUM ON CHASE ISSUANCE TRU 0.78141% 2/18/20 CURRENT YEAR AMORTIZATION- - - - - - (10.39) - - 04/15/2016161571GS7INTEREST EARNED ON CHASE ISSUANCE TRU 0.78141% 2/18/20 $1 PV ON 488.3800 SHARES DUE 4/15/2016 $0.00065/PV ON 750,000.00 PV DUE 4/15/16- - - - - 488.38 - - - 04/15/201631680GAB2INTEREST EARNED ON FIFTH THIRD AUTO TRU 1.020% 5/15/18 $1 PV ON 136.0000 SHARES DUE 4/15/2016 $0.00085/PV ON 160,000.00 PV DUE 4/15/16- - - - - 136.00 - - - 04/15/2016 04/15/2016 04/15/2016 31846V203 PURCHASED UNITS OF FIRST AMER GOVT OBLIG FUND CL Y86,314.2200 1.000000 - - - (86,314.22) 86,314.22 - - 04/15/2016 04/15/2016 04/15/2016 31846V203 PURCHASED UNITS OF FIRST AMER GOVT OBLIG FUND CL Y5,352.6700 1.000000 - - - (5,352.67) 5,352.67 - - 04/15/2016 04/15/2016 04/15/2016 47787UAB9 PAID DOWN PAR VALUE OF JOHN DEERE OWNER 0.870% 2/15/18(39,986.8600) 25.008215 - - - 39,986.86 (39,984.28) - 2.58 04/15/201647787UAB9INTEREST EARNED ON JOHN DEERE OWNER 0.870% 2/15/18 $1 PV ON 249.9100 SHARES DUE 4/15/2016 $0.00073/PV ON 344,702.89 PV DUE 4/15/16- - - - - 249.91 - - - 04/15/2016 04/15/2016 04/15/2016 47787VAC5 PAID DOWN PAR VALUE OF JOHN DEERE OWNER 0.920% 4/16/18(44,880.6700) 22.281307 - - - 44,880.67 (44,868.40) - 12.27 04/15/201647787VAC5INTEREST EARNED ON JOHN DEERE OWNER 0.920% 4/16/18 $1 PV ON 409.7900 SHARES DUE 4/15/2016 $0.00077/PV ON 534,512.43 PV DUE 4/15/16- - - - - 409.79 - - - 04/15/201689237CAD3INTEREST EARNED ON TOYOTA AUTO RECEIV 1.270% 5/15/19 $1 PV ON 529.1700 SHARES DUE 4/15/2016 $0.00106/PV ON 500,000.00 PV DUE 4/15/16- - - - - 529.17 - - - 04/15/201689237KAD5INTEREST EARNED ON TOYOTA AUTO 1.250% 3/16/20 $1 PV ON 200000.0000 SHARES DUE 4/15/2016- - - - - 298.61 - - - 04/15/2016912828K25INTEREST EARNED ON U S TREASURY NT 0.750% 4/15/18 $1 PV ON 1250000.0000 SHARES DUE 4/15/2016- - - - - 4,687.50 - - - 04/18/2016 04/18/2016 04/18/2016 31846V203 PURCHASED UNITS OF FIRST AMER GOVT OBLIG FUND CL Y203.3300 1.000000 - - - (203.33) 203.33 - - 04/18/201643814NAC9INTEREST EARNED ON HONDA AUTO 1.570% 12/18/19 $1 PV ON 200000.0000 SHARES DUE 4/18/2016- - - - - 203.33 - - - Page 27 of 34ATTACHMENT 1349 Account Number: 001050990415Name: RIVERSIDE COUNTY TRANS COMMTransaction Date Trade DateSettlement Date CUSIP DescriptionUnits Price Commissions SEC FeesMiscellaneous Fees Net Cash AmountFederal Tax Cost AmountShort Term Gain/Loss AmountLong Term Gain/Loss AmountPayden & Rygel Operating Portfolio Transaction ReportQuarter ended June 30, 201604/19/20163135G0E58INTEREST EARNED ON F N M A DEB 1.125% 10/19/18 $1 PV ON 530000.0000 SHARES DUE 4/19/2016- - - - - 2,981.25 - - - 04/19/2016 04/19/2016 04/19/2016 31846V203 PURCHASED UNITS OF FIRST AMER GOVT OBLIG FUND CL Y2,981.2500 1.000000 - - - (2,981.25) 2,981.25 - - 04/20/201605581RAD8INTEREST EARNED ON BMW VEHICLE LEASE 1.340% 1/22/19 $1 PV ON 600000.0000 SHARES DUE 4/20/2016- - - - - 670.00 - - - 04/20/2016 04/20/2016 04/20/2016 31846V203 SOLD UNITS OF FIRST AMER GOVT OBLIG FUND CL Y(125,138.4300) 1.000000 - - - 125,138.43 (125,138.43) - - 04/20/2016 04/20/2016 04/20/2016 31846V203 PURCHASED UNITS OF FIRST AMER GOVT OBLIG FUND CL Y670.0000 1.000000 - - - (670.00) 670.00 - - 04/20/201636159LCN4AMORTIZED PREMIUM ON GE DEALER FLOORPLA 0.8821% 10/20/19 CURRENT YEAR AMORTIZATION- - - - - - (14.06) - - 04/20/201636159LCN4INTEREST EARNED ON GE DEALER FLOORPLA 0.8821% 10/20/19 $1 PV ON 551.3100 SHARES DUE 4/20/2016 $0.00074/PV ON 750,000.00 PV DUE 4/20/16- - - - - 551.31 - - - 04/20/2016 04/08/2016 04/20/2016 91412GD36PURCHASED PAR VALUE OF UNIV OF CA 1.169% 5/15/19 /WELLS FARGO BANK, N.A./SIG/140,000 PAR VALUE AT 100 %140,000.0000 1.000000 - - - (140,000.00) 140,000.00 - - 04/20/2016 04/20/2016 04/20/2016 92867VAB6 PAID DOWN PAR VALUE OF VOLKSWAGEN AUTO 0.870% 6/20/17(14,207.1000) - - - - 14,207.10 (14,193.12) - 13.98 04/20/201692867VAB6INTEREST EARNED ON VOLKSWAGEN AUTO 0.870% 6/20/17 $1 PV ON 103.1600 SHARES DUE 4/20/2016 $0.00073/PV ON 142,300.76 PV DUE 4/20/16- - - - - 103.16 - - - 04/22/2016 04/22/2016 04/22/2016 31846V203 PURCHASED UNITS OF FIRST AMER GOVT OBLIG FUND CL Y216,181.6400 1.000000 - - - (216,181.64) 216,181.64 - - 04/22/201604/22/2016 478160BR4RECEIVED ACCRUED INTEREST ON SALE OF JOHNSON JOHNSON 1.125% 3/01/19- - - - - 143.44 - - - 04/22/2016 04/19/2016 04/22/2016 478160BR4SOLD PAR VALUE OF JOHNSON JOHNSON 1.125% 3/01/19 /RBC CAPITAL MARKETS, LLC/90,000 PAR VALUE AT 100.261 %(90,000.0000) 1.002610 - - - 90,234.90 (89,989.20) 245.70 - 04/22/201604/22/2016 912828L40RECEIVED ACCRUED INTEREST ON SALE OF U S TREASURY NT 1.000% 9/15/18- - - - - 222.01 - - - 04/22/2016 04/15/2016 04/22/2016 912828L40SOLD PAR VALUE OF U S TREASURY NT 1.000% 9/15/18 /J.P. MORGAN SECURITIES LLC/215,000 PAR VALUE AT 100.429687 %(215,000.0000) 1.004297 - - - 215,923.83 (215,952.85) (29.02) - 04/22/2016912828L40AMORTIZED PREMIUM ON U S TREASURY NT 1.000% 9/15/18 CURRENT YEAR AMORTIZATION- - - - - - (147.74) - - 04/22/201604/22/2016 912828P95PAID ACCRUED INTEREST ON PURCHASE OF U S TREASURY NT 1.000% 3/15/19- - - - - (92.93) - - - 04/22/2016 04/19/2016 04/22/2016 912828P95PURCHASED PAR VALUE OF U S TREASURY NT 1.000% 3/15/19 /NOMURA SECURITIES/FIX INCOME/90,000 PAR VALUE AT 100.27734444 %90,000.0000 1.002773 - - - (90,249.61) 90,249.61 - - 04/25/2016TRUST FEES COLLECTED CHARGED FOR PERIOD 03/01/2016 THRU 03/31/2016 COLLECTED BY DISBURSEMENT- - - - - (525.59) - - - 04/25/2016 04/25/2016 04/25/2016 3136AMTM1 PAID DOWN PAR VALUE OF F N M A GTD REMIC 0.3845% 9/25/18(435.3400) - - - - 435.34 (435.23) - 0.11 04/25/20163136AMTM1INTEREST EARNED ON F N M A GTD REMIC 0.3845% 9/25/18 $1 PV ON 256.2500 SHARES DUE 4/25/2016 $0.00055/PV ON 464,605.02 PV DUE 4/25/16- - - - - 256.25 - - - 04/25/2016 04/25/2016 04/25/2016 3137BLVY1 PAID DOWN PAR VALUE OF F H L M C MLTCL MTG 1.639% 10/25/19(48,637.8200) 23.322900 - - - 48,637.82 (48,515.83) 121.99 - 04/25/20163137BLVY1INTEREST EARNED ON F H L M C MLTCL MTG 1.639% 10/25/19 $1 PV ON 1144.0800 SHARES DUE 4/25/2016 $0.00600/PV ON 190,785.51 PV DUE 4/25/16- - - - - 1,144.08 - - - 04/25/2016 04/25/2016 04/25/2016 31846V203 PURCHASED UNITS OF FIRST AMER GOVT OBLIG FUND CL Y51,525.9900 1.000000 - - - (51,525.99) 51,525.99 - - 04/25/201694974BFK1AMORTIZED PREMIUM ON WELLS FARGO MTN 1.2486% 4/23/18 CURRENT YEAR AMORTIZATION- - - - - - (226.97) - - 04/25/201694974BFK1INTEREST EARNED ON WELLS FARGO MTN 1.2486% 4/23/18 $1 PV ON 500000.0000 SHARES DUE 4/23/2016- - - - - 1,578.09 - - - 04/26/201604/26/2016 3130A62S5RECEIVED ACCRUED INTEREST ON SALE OF F H L B 0.750% 8/28/17- - - - - 833.75 - - - 04/26/2016 04/20/2016 04/26/2016 3130A62S5SOLD PAR VALUE OF F H L B 0.750% 8/28/17 /WELLS FARGO SECURITIES, LLC/XOTC 690,000 PAR VALUE AT 99.968 %(690,000.0000) 0.999680 - - - 689,779.20 (688,454.40) 1,324.80 - 04/26/20163130A6LZ8INTEREST EARNED ON F H L B DEB 0.625% 10/26/17 $1 PV ON 750000.0000 SHARES DUE 4/26/2016- - - - - 2,343.75 - - - 04/26/2016 04/20/2016 04/26/2016 3134G9AF4PURCHASED PAR VALUE OF F H L M C M T N 1.050% 4/26/18 /CITIGROUP GLOBAL MARKETS INC./690,000 PAR VALUE AT 99.96 %690,000.0000 0.999600 - - - (689,724.00) 689,724.00 - - 04/26/2016 04/26/2016 04/26/2016 31846V203 PURCHASED UNITS OF FIRST AMER GOVT OBLIG FUND CL Y3,232.7000 1.000000 - - - (3,232.70) 3,232.70 - - 04/27/2016191216BR0INTEREST EARNED ON COCA COLA CO THE 0.875% 10/27/17 $1 PV ON 36000.0000 SHARES DUE 4/27/2016- - - - - 157.50 - - - 04/27/2016 04/27/2016 04/27/2016 31846V203 PURCHASED UNITS OF FIRST AMER GOVT OBLIG FUND CL Y157.5000 1.000000 - - - (157.50) 157.50 - - 04/28/201604/28/2016 3137BNN26PAID ACCRUED INTEREST ON PURCHASE OF F H L M C MLTCL MTG 1.780% 7/25/19- - - - - (287.03) - - - 04/28/2016 04/15/2016 04/28/2016 3137BNN26PURCHASED PAR VALUE OF F H L M C MLTCL MTG 1.780% 7/25/19 /MLPFS INC/FIXED INCOME/215,000 PAR VALUE AT 100.9976 %215,000.0000 1.009976 - - - (217,144.84) 217,144.84 - - 04/28/2016 04/28/2016 04/28/2016 31846V203 PURCHASED UNITS OF FIRST AMER GOVT OBLIG FUND CL Y20,071.0600 1.000000 - - - (20,071.06) 20,071.06 - - 04/28/2016 04/28/2016 04/28/2016 31846V203 SOLD UNITS OF FIRST AMER GOVT OBLIG FUND CL Y(237,534.8400) 1.000000 - - - 237,534.84 (237,534.84) - - 04/28/201604/28/2016 912828M72PAID ACCRUED INTEREST ON PURCHASE OF U S TREASURY NT 0.875% 11/30/17- - - - - (71.72) - - - 04/28/2016 04/27/2016 04/28/2016 912828M72PURCHASED PAR VALUE OF U S TREASURY NT 0.875% 11/30/17 /MORGAN STANLEY & CO. LLC/20,000 PAR VALUE AT 100.15625 %20,000.0000 1.001563 - - - (20,031.25) 20,031.25 - - Page 28 of 3450 Account Number: 001050990415Name: RIVERSIDE COUNTY TRANS COMMTransaction Date Trade DateSettlement Date CUSIP DescriptionUnits Price Commissions SEC FeesMiscellaneous Fees Net Cash AmountFederal Tax Cost AmountShort Term Gain/Loss AmountLong Term Gain/Loss AmountPayden & Rygel Operating Portfolio Transaction ReportQuarter ended June 30, 201604/28/201604/28/2016 912828TW0RECEIVED ACCRUED INTEREST ON SALE OF U S TREASURY NT 0.750% 10/31/17- - - - - 74.18 - - - 04/28/2016 04/27/2016 04/28/2016 912828TW0SOLD PAR VALUE OF U S TREASURY NT 0.750% 10/31/17 /BARCLAYS CAPITAL INC. FIXED IN/20,000 PAR VALUE AT 99.9844 %(20,000.0000) 0.999844 - - - 19,996.88 (19,977.34) 19.54 - 04/29/20163134G72P5INTEREST EARNED ON F H L M C 1.200% 10/29/18 $1 PV ON 500000.0000 SHARES DUE 4/29/2016- - - - - 3,000.00 - - - 04/29/2016 04/29/2016 04/29/2016 31846V203 PURCHASED UNITS OF FIRST AMER GOVT OBLIG FUND CL Y535.9500 1.000000 - - - (535.95) 535.95 - - 04/29/2016 04/29/2016 04/29/2016 31846V203 PURCHASED UNITS OF FIRST AMER GOVT OBLIG FUND CL Y3,000.0000 1.000000 - - - (3,000.00) 3,000.00 - - 04/29/201690331HMD2AMORTIZED PREMIUM ON US BANK NA MTN 0.5519% 1/30/17 CURRENT YEAR AMORTIZATION- - - - - - (27.33) - - 04/29/201690331HMD2INTEREST EARNED ON US BANK NA MTN 0.5519% 1/30/17 $1 PV ON 250000.0000 SHARES DUE 4/29/2016- - - - - 535.95 - - - 05/02/201613063CFD7AMORTIZED PREMIUM ON CALIFORNIA ST 1.250% 11/01/16 CURRENT YEAR AMORTIZATION- - - - - - (578.38) - - 05/02/201613063CFD7INTEREST EARNED ON CALIFORNIA ST 1.250% 11/01/16 $1 PV ON 350000.0000 SHARES DUE 5/1/2016- - - - - 2,187.50 - - - 05/02/201619416QDU1ACCREDITED DISCOUNT ON COLGATE PALM MTN 2.625% 5/01/17 CURRENT YEAR OID- - - - - - 130.89 - - 05/02/201619416QDU1INTEREST EARNED ON COLGATE PALM MTN 2.625% 5/01/17 $1 PV ON 505000.0000 SHARES DUE 5/1/2016- - - - - 6,628.13 - - - 05/02/201619416QDU1ACCREDITED DISCOUNT ON COLGATE PALM MTN 2.625% 5/01/17 CURRENT YEAR ACQ. PREMIUM OID- - - - - - (130.89) - - 05/02/201619416QDU1AMORTIZED PREMIUM ON COLGATE PALM MTN 2.625% 5/01/17 CURRENT YEAR AMORTIZATION- - - - - - (2,844.46) - - 05/02/20163133EEWS5INTEREST EARNED ON F F C B DEB 0.47725% 1/02/18 $1 PV ON 700000.0000 SHARES DUE 5/2/2016- - - - - 278.40 - - - 05/02/2016 05/02/2016 05/02/2016 31846V203 PURCHASED UNITS OF FIRST AMER GOVT OBLIG FUND CL Y30,135.1600 1.000000 - - - (30,135.16) 30,135.16 - - 05/02/201631846V203INTEREST EARNED ON FIRST AMER GOVT OBLIG FUND CL Y UNIT ON 0.0000 SHARES DUE 4/30/2016 INTEREST FROM 4/1/16 TO 4/30/16- - - - - 0.80 - - - 05/02/20166055806F1AMORTIZED PREMIUM ON MISSISSIPPI ST SER D 3.381% 11/01/18 CURRENT YEAR AMORTIZATION- - - - - - (604.51) - - 05/02/20166055806F1INTEREST EARNED ON MISSISSIPPI ST SER D 3.381% 11/01/18 $1 PV ON 100000.0000 SHARES DUE 5/1/2016- - - - - 1,690.50 - - - 05/02/2016702282ND2AMORTIZED PREMIUM ON PASADENA CA UNIF 1.861% 11/01/18 CURRENT YEAR AMORTIZATION- - - - - - (192.76) - - 05/02/2016702282ND2INTEREST EARNED ON PASADENA CA UNIF 1.861% 11/01/18 $1 PV ON 250000.0000 SHARES DUE 5/1/2016- - - - - 2,326.25 - - - 05/02/2016912828SS0INTEREST EARNED ON U S TREASURY NT 0.875% 4/30/17 $1 PV ON 2737000.0000 SHARES DUE 4/30/2016- - - - - 11,974.38 - - - 05/02/2016912828SS0AMORTIZED PREMIUM ON U S TREASURY NT 0.875% 4/30/17 CURRENT YEAR AMORTIZATION- - - - - - (1,645.95) - - 05/02/2016977100AU0AMORTIZED PREMIUM ON WISCONSIN ST 5.050% 5/01/18 CURRENT YEAR AMORTIZATION- - - - - - (2,409.53) - - 05/02/2016977100AU0INTEREST EARNED ON WISCONSIN ST 5.050% 5/01/18 $1 PV ON 200000.0000 SHARES DUE 5/1/2016- - - - - 5,050.00 - - - 05/03/2016037833AG5AMORTIZED PREMIUM ON APPLE INC 0.8686% 5/03/18 CURRENT YEAR AMORTIZATION- - - - - - (57.78) - - 05/03/2016037833AG5INTEREST EARNED ON APPLE INC 0.8686% 5/03/18 $1 PV ON 250000.0000 SHARES DUE 5/3/2016- - - - - 542.88 - - - 05/03/2016 05/03/2016 05/03/2016 31846V203 PURCHASED UNITS OF FIRST AMER GOVT OBLIG FUND CL Y2,168.6800 1.000000 - - - (2,168.68) 2,168.68 - - 05/03/2016594918BF0INTEREST EARNED ON MICROSOFT CORP 1.300% 11/03/18 $1 PV ON 250000.0000 SHARES DUE 5/3/2016- - - - - 1,625.00 - - - 05/13/2016037833BB5INTEREST EARNED ON APPLE INC 0.900% 5/12/17 $1 PV ON 120000.0000 SHARES DUE 5/13/2016- - - - - 540.00 - - - 05/13/2016 05/13/2016 05/13/2016 31846V203 PURCHASED UNITS OF FIRST AMER GOVT OBLIG FUND CL Y540.0000 1.000000 - - - (540.00) 540.00 - - 05/16/2016CASH RECEIPT PRINCIPAL DUE 5/15/16 PRINCIPAL PAYMENT 47787VAC5- - - - - 53,273.25 - - - 05/16/2016161571GS7AMORTIZED PREMIUM ON CHASE ISSUANCE TRU 0.77784% 2/18/20 CURRENT YEAR AMORTIZATION- - - - - - (8.55) - - 05/16/2016161571GS7INTEREST EARNED ON CHASE ISSUANCE TRU 0.77784% 2/18/20 $1 PV ON 486.1500 SHARES DUE 5/15/2016 $0.00065/PV ON 750,000.00 PV DUE 5/15/16- - - - - 486.15 - - - 05/16/2016166764AK6AMORTIZED PREMIUM ON CHEVRON CORP 0.54341% 11/15/17 CURRENT YEAR AMORTIZATION- - - - - - (14.04) - - 05/16/2016166764AK6INTEREST EARNED ON CHEVRON CORP 0.54341% 11/15/17 $1 PV ON 250000.0000 SHARES DUE 5/16/2016- - - - - 492.63 - - - 05/16/201631680GAB2INTEREST EARNED ON FIFTH THIRD AUTO TRU 1.020% 5/15/18 $1 PV ON 136.0000 SHARES DUE 5/15/2016 $0.00085/PV ON 160,000.00 PV DUE 5/15/16- - - - - 136.00 - - - 05/16/2016 05/16/2016 05/16/2016 31846V203 SOLD UNITS OF FIRST AMER GOVT OBLIG FUND CL Y(174,803.0700) 1.000000 - - - 174,803.07 (174,803.07) - - 05/16/2016 05/16/2016 05/16/2016 31846V203 PURCHASED UNITS OF FIRST AMER GOVT OBLIG FUND CL Y98,480.6700 1.000000 - - - (98,480.67) 98,480.67 - - 05/16/2016 05/15/2016 05/16/2016 47787UAB9 PAID DOWN PAR VALUE OF JOHN DEERE OWNER 0.870% 2/15/18(44,118.4900) 144.837233 - - - 44,118.49 (44,115.65) - 2.84 Page 29 of 3451 Account Number: 001050990415Name: RIVERSIDE COUNTY TRANS COMMTransaction Date Trade DateSettlement Date CUSIP DescriptionUnits Price Commissions SEC FeesMiscellaneous Fees Net Cash AmountFederal Tax Cost AmountShort Term Gain/Loss AmountLong Term Gain/Loss AmountPayden & Rygel Operating Portfolio Transaction ReportQuarter ended June 30, 201605/16/201647787UAB9INTEREST EARNED ON JOHN DEERE OWNER 0.870% 2/15/18 $1 PV ON 220.9200 SHARES DUE 5/15/2016 $0.00072/PV ON 304,716.03 PV DUE 5/15/16- - - - - 220.92 - - - 05/16/201647787VAC5INTEREST EARNED ON JOHN DEERE OWNER 0.920% 4/16/18 $1 PV ON 489631.7600 SHARES DUE 5/15/2016- - - - - 375.38 - - - 05/16/2016717081DP5AMORTIZED PREMIUM ON PFIZER INC 0.75976% 5/15/17 CURRENT YEAR AMORTIZATION- - - - - - (2.01) - - 05/16/2016717081DP5INTEREST EARNED ON PFIZER INC 0.75976% 5/15/17 $1 PV ON 250000.0000 SHARES DUE 5/15/2016- - - - - 480.13 - - - 05/16/201689237CAD3INTEREST EARNED ON TOYOTA AUTO RECEIV 1.270% 5/15/19 $1 PV ON 529.1700 SHARES DUE 5/15/2016 $0.00106/PV ON 500,000.00 PV DUE 5/15/16- - - - - 529.17 - - - 05/16/201689237KAD5INTEREST EARNED ON TOYOTA AUTO 1.250% 3/16/20 $1 PV ON 208.3300 SHARES DUE 5/15/2016 $0.00104/PV ON 200,000.00 PV DUE 5/15/16- - - - - 208.33 - - - 05/16/2016912828G20INTEREST EARNED ON U S TREASURY NT 0.875% 11/15/17 $1 PV ON 815000.0000 SHARES DUE 5/15/2016- - - - - 3,565.63 - - - 05/16/201605/16/2016 912828H78RECEIVED ACCRUED INTEREST ON SALE OF U S TREASURY NT 0.500% 1/31/17- - - - - 43.68 - - - 05/16/2016 05/13/2016 05/16/2016 912828H78SOLD PAR VALUE OF U S TREASURY NT 0.500% 1/31/17 /CITIGROUP GLOBAL MARKETS INC./XOTC 30,000 PAR VALUE AT 100.011384 %(30,000.0000) 1.000114 - - - 30,003.42 (29,981.25) - 22.17 05/16/201605/16/2016 912828P95PAID ACCRUED INTEREST ON PURCHASE OF U S TREASURY NT 1.000% 3/15/19- - - - - (1,179.35) - - - 05/16/2016 05/11/2016 05/16/2016 912828P95PURCHASED PAR VALUE OF U S TREASURY NT 1.000% 3/15/19 /BMO CAPITAL MARKETS CORP/BONDS/700,000 PAR VALUE AT 100.40625 % 700,000.0000 1.004063 - - - (702,843.75) 702,843.75 - - 05/16/201691412GWU5INTEREST EARNED ON UNIV CALIFORNIA CA 1.418% 5/15/18 $1 PV ON 250000.0000 SHARES DUE 5/15/2016- - - - - 1,772.50 - - - 05/16/201691412GWV3INTEREST EARNED ON UNIV OF CA 2.003% 5/15/19 $1 PV ON 250000.0000 SHARES DUE 5/15/2016- - - - - 2,503.75 - - - 05/18/2016 05/18/2016 05/18/2016 31846V203 PURCHASED UNITS OF FIRST AMER GOVT OBLIG FUND CL Y203.3300 1.000000 - - - (203.33) 203.33 - - INTEREST EARNED ON HONDA AUTO 1.570% 12/18/19 $1 PV ON 05/18/201643814NAC9 200000.0000 SHARES DUE 5/18/2016-- - - -203.33--- 05/19/2016 05/19/2016 05/19/2016 31846V203 PURCHASED UNITS OF FIRST AMER GOVT OBLIG FUND CL Y1,834.1200 1.000000 - - - (1,834.12) 1,834.12 - - 05/19/201658933YAH8AMORTIZED PREMIUM ON MERCK CO INC 0.9782% 5/18/18 CURRENT YEAR AMORTIZATION- - - - - - (218.04) - - 05/19/201658933YAH8INTEREST EARNED ON MERCK CO INC 0.9782% 5/18/18 $1 PV ON 750000.0000 SHARES DUE 5/18/2016- - - - - 1,834.12 - - - 05/20/201605581RAD8INTEREST EARNED ON BMW VEHICLE LEASE 1.340% 1/22/19 $1 PV ON 600000.0000 SHARES DUE 5/20/2016- - - - - 670.00 - - - 05/20/2016 05/20/2016 05/20/2016 31846V203 PURCHASED UNITS OF FIRST AMER GOVT OBLIG FUND CL Y18,659.5300 1.000000 - - - (18,659.53) 18,659.53 - - 05/20/2016 05/20/2016 05/20/2016 31846V203 PURCHASED UNITS OF FIRST AMER GOVT OBLIG FUND CL Y670.0000 1.000000 - - - (670.00) 670.00 - - 05/20/201636159LCN4AMORTIZED PREMIUM ON GE DEALER FLOORPLA 0.88875% 10/20/19 CURRENT YEAR AMORTIZATION- - - - - - (13.29) - - 05/20/201636159LCN4INTEREST EARNED ON GE DEALER FLOORPLA 0.88875% 10/20/19 $1 PV ON 555.4700 SHARES DUE 5/20/2016 $0.00074/PV ON 750,000.00 PV DUE 5/20/16- - - - - 555.47 - - - 05/20/2016 05/20/2016 05/20/2016 92867VAB6 PAID DOWN PAR VALUE OF VOLKSWAGEN AUTO 0.870% 6/20/17(18,011.2000) - - - - 18,011.20 (17,993.47) - 17.73 05/20/201692867VAB6INTEREST EARNED ON VOLKSWAGEN AUTO 0.870% 6/20/17 $1 PV ON 92.8600 SHARES DUE 5/20/2016 $0.00073/PV ON 128,093.66 PV DUE - - - - - 92.86 - - - 05/23/2016 05/23/2016 05/23/2016 31846V203 PURCHASED UNITS OF FIRST AMER GOVT OBLIG FUND CL Y400,433.3800 1.000000 - - - (400,433.38) 400,433.38 - - 05/23/201605/23/2016 912828H78RECEIVED ACCRUED INTEREST ON SALE OF U S TREASURY NT 0.500% 1/31/17- - - - - 620.88 - - - 05/23/2016 05/20/2016 05/23/2016 912828H78SOLD PAR VALUE OF U S TREASURY NT 0.500% 1/31/17 /CITIGROUP GLOBAL MARKETS INC./XOTC 400,000 PAR VALUE AT 99.953125 %(400,000.0000) 0.999531 - - - 399,812.50 (399,750.00) - 62.50 05/24/201605/16/2016 47787VAC5RECEIVED ACCRUED INTEREST ON SALE OF JOHN DEERE OWNER 0.920% 4/16/18- - - - - 11.15 - - - 05/24/2016 05/11/2016 05/16/2016 47787VAC5SOLD PAR VALUE OF JOHN DEERE OWNER 0.920% 4/16/18 /MITSUBISHI UFJ SECURITIES USA/REVS REPOST FACTOR UPDATE/SPO OFFSET(436,358.5200) 0.999688 - - - 436,222.16 (436,239.20) - (17.04) 05/25/2016TRUST FEES COLLECTED CHARGED FOR PERIOD 04/01/2016 THRU 04/30/2016 COLLECTED BY DISBURSEMENT- - - - - (525.82) - - - 05/25/2016 05/25/2016 05/25/2016 3136AMTM1 PAID DOWN PAR VALUE OF F N M A GTD REMIC 0.3845% 9/25/18(14,889.0900) - - - - 14,889.09 (14,885.27) - 3.82 05/25/20163136AMTM1INTEREST EARNED ON F N M A GTD REMIC 0.3845% 9/25/18 $1 PV ON 248.3700 SHARES DUE 5/25/2016 $0.00054/PV ON 464,169.68 PV DUE 5/25/16- - - - - 248.37 - - - 05/25/2016 05/25/2016 05/25/2016 3137BLVY1 PAID DOWN PAR VALUE OF F H L M C MLTCL MTG 1.639% 10/25/19(950.0600) 1,194.003537 - - - 950.06 (947.68) 2.38 - 05/25/20163137BLVY1INTEREST EARNED ON F H L M C MLTCL MTG 1.639% 10/25/19 $1 PV ON 194.1500 SHARES DUE 5/25/2016 $0.00137/PV ON 142,147.69 PV DUE 5/25/16- - - - - 194.15 - - - 05/25/20163137BNN26AMORTIZED PREMIUM ON F H L M C MLTCL MTG 1.780% 7/25/19 CURRENT YEAR AMORTIZATION- - - - - - (48.95) - - Page 30 of 3452 Account Number: 001050990415Name: RIVERSIDE COUNTY TRANS COMMTransaction Date Trade DateSettlement Date CUSIP DescriptionUnits Price Commissions SEC FeesMiscellaneous Fees Net Cash AmountFederal Tax Cost AmountShort Term Gain/Loss AmountLong Term Gain/Loss AmountPayden & Rygel Operating Portfolio Transaction ReportQuarter ended June 30, 201605/25/20163137BNN26INTEREST EARNED ON F H L M C MLTCL MTG 1.780% 7/25/19 $1 PV ON 318.9200 SHARES DUE 5/25/2016 $0.00148/PV ON 215,000.00 PV DUE 5/25/16- - - - - 318.92 - - - 05/25/201605/25/2016 3137BPCF4PAID ACCRUED INTEREST ON PURCHASE OF F H L M C MLTCL MTG 1.376% 10/25/20- - - - - (366.93) - - - 05/25/2016 05/11/2016 05/25/2016 3137BPCF4PURCHASED PAR VALUE OF F H L M C MLTCL MTG 1.376% 10/25/20 /BARCLAYS CAPITAL INC. FIXED IN/400,000 PAR VALUE AT 99.9992 % 400,000.0000 0.999992 - - - (399,996.80) 399,996.80 - - 05/25/2016 05/25/2016 05/25/2016 31846V203 SOLD UNITS OF FIRST AMER GOVT OBLIG FUND CL Y(437,546.9200) 1.000000 - - - 437,546.92 (437,546.92) - - 05/31/2016 05/25/2016 05/31/2016 191216BV1PURCHASED PAR VALUE OF COCA COLA CO 1.375% 5/30/19 /CITIGROUP GLOBAL MARKETS INC./250,000 PAR VALUE AT 99.93 %250,000.0000 0.999300 - - - (249,825.00) 249,825.00 - - 05/31/20163130A5EP0INTEREST EARNED ON F H L B 0.625% 5/30/17 $1 PV ON 1000000.0000 SHARES DUE 5/30/2016- - - - - 3,125.00 - - - 05/31/2016 05/31/2016 05/31/2016 31846V203 SOLD UNITS OF FIRST AMER GOVT OBLIG FUND CL Y(15,218.9100) 1.000000 - - - 15,218.91 (15,218.91) - - 05/31/201605/31/2016 912828H78RECEIVED ACCRUED INTEREST ON SALE OF U S TREASURY NT 0.500% 1/31/17- - - - - 365.66 - - - 05/31/2016 05/27/2016 05/31/2016 912828H78SOLD PAR VALUE OF U S TREASURY NT 0.500% 1/31/17 /CITIGROUP GLOBAL MARKETS INC./XOTC 220,000 PAR VALUE AT 99.9375 %(220,000.0000) 0.999375 - - - 219,862.50 (219,862.50) - - 05/31/201605/31/2016 912828H94RECEIVED ACCRUED INTEREST ON SALE OF U S TREASURY NT 1.000% 2/15/18- - - - - 2,635.44 - - - 05/31/2016 05/24/2016 05/31/2016 912828H94SOLD PAR VALUE OF U S TREASURY NT 1.000% 2/15/18 /JPMORGAN CHASE BANK/RBS SECURI/905,000 PAR VALUE AT 100.164063 %(905,000.0000) 1.001641 - - - 906,484.77 (907,491.89) - (1,007.12) 05/31/2016912828H94AMORTIZED PREMIUM ON U S TREASURY NT 1.000% 2/15/18 CURRENT YEAR AMORTIZATION- - - - - - (713.38) - - 05/31/2016912828M72AMORTIZED PREMIUM ON U S TREASURY NT 0.875% 11/30/17 CURRENT YEAR AMORTIZATION- - - - - - (247.63) - - 05/31/2016912828M72INTEREST EARNED ON U S TREASURY NT 0.875% 11/30/17 $1 PV ON 1780000.0000 SHARES DUE 5/31/2016- - - - - 7,787.50 - - - 05/31/2016 05/24/2016 05/31/2016 912828R51PURCHASED PAR VALUE OF U S TREASURY NT 0.875% 5/31/18 /CITIGROUP GLOBAL MARKETS INC./2,530,000 PAR VALUE AT 99.91102609 %2,530,000.0000 0.999110 - - - (2,527,748.96) 2,527,748.96 - - INTEREST EARNED ON U S TREASURY NT 0.625% 11/30/17 $1 PV ON 05/31/2016912828UA6 2040000.0000 SHARES DUE 5/31/2016-- - - -6,375.00--- 05/31/201605/31/2016 912828UR9RECEIVED ACCRUED INTEREST ON SALE OF U S TREASURY NT 0.750% 2/28/18- - - - - 3,031.88 - - - 05/31/2016 05/24/2016 05/31/2016 912828UR9SOLD PAR VALUE OF U S TREASURY NT 0.750% 2/28/18 /CITIGROUP GLOBAL MARKETS INC./1,617,000 PAR VALUE AT 99.73329 %(1,617,000.0000) 0.997333 - - - 1,612,687.30 (1,616,986.19) (4,298.89) - 06/01/2016CASH RECEIPT PRINCIPAL DUE 5/15/16 PRINCIPAL PAYMENT 47787VAC5- - - - - (53,273.25) - - - 06/01/2016 06/01/2016 06/01/2016 31846V203 PURCHASED UNITS OF FIRST AMER GOVT OBLIG FUND CL Y697.3800 1.000000 - - - (697.38) 697.38 - - 06/01/2016 06/01/2016 06/01/2016 31846V203 SOLD UNITS OF FIRST AMER GOVT OBLIG FUND CL Y(0.0100) 1.000000 - - - 0.01 (0.01) - - 06/01/201631846V203INTEREST EARNED ON FIRST AMER GOVT OBLIG FUND CL Y UNIT ON 0.0000 SHARES DUE 5/31/2016 INTEREST FROM 5/1/16 TO 5/31/16- - - - - 0.89 - - - 06/01/2016 05/15/2016 06/01/2016 47787VAC5PAID DOWN PAR VALUE OF JOHN DEERE OWNER 0.920% 4/16/18 5/15/16 P&I(53,273.2400) - - - - 53,273.24 (53,258.67) - 14.57 06/01/201647787VAC5INTEREST EARNED ON JOHN DEERE OWNER 0.920% 4/16/18 $1 PV ON 375.3800 SHARES DUE 5/15/2016 $0.00077/PV ON 53,273.24 PV DUE 5/15/16- - - - - 375.38 - - - 06/01/201647787VAC5INTEREST EARNED ON JOHN DEERE OWNER 0.920% 4/16/18 $1 PV ON 489631.7600 SHARES DUE 5/15/2016 REVERSAL TO POST 5/16/16 P&I- - - - - (375.38) - - - 06/01/201654473ERP1INTEREST EARNED ON LOS ANGELES CNTY CA 1.507% 12/01/17 $1 PV ON 25000.0000 SHARES DUE 6/1/2016- - - - - 188.38 - - - 06/01/201654473ERQ9INTEREST EARNED ON LOS ANGELES CNTY CA 2.036% 12/01/18 $1 PV ON 50000.0000 SHARES DUE 6/1/2016- - - - - 509.00 - - - 06/02/20163133EEWS5INTEREST EARNED ON F F C B DEB 0.4788% 1/02/18 $1 PV ON 700000.0000 SHARES DUE 6/2/2016- - - - - 288.61 - - - 06/02/2016 06/02/2016 06/02/2016 31846V203 PURCHASED UNITS OF FIRST AMER GOVT OBLIG FUND CL Y3,164.5000 1.000000 - - - (3,164.50) 3,164.50 - - 06/02/201694974BFW5INTEREST EARNED ON WELLS FARGO COM MTN 1.150% 6/02/17 $1 PV ON 500000.0000 SHARES DUE 6/2/2016- - - - - 2,875.00 - - - 06/02/201694974BFW5AMORTIZED PREMIUM ON WELLS FARGO COM MTN 1.150% 6/02/17 CURRENT YEAR AMORTIZATION- - - - - - (95.85) - - 06/03/2016 06/03/2016 06/03/2016 31846V203 PURCHASED UNITS OF FIRST AMER GOVT OBLIG FUND CL Y252,250.0000 1.000000 - - - (252,250.00) 252,250.00 - - 06/03/201606/03/2016 717081DD2RECEIVED ACCRUED INTEREST ON SALE OF PFIZER INC 0.900% 1/15/17- - - - - 1,725.00 - - - 06/03/2016 05/31/2016 06/03/2016 717081DD2SOLD PAR VALUE OF PFIZER INC 0.900% 1/15/17 /GOLDMAN, SACHS & CO./XOTC 500,000 PAR VALUE AT 100.048 %(500,000.0000) 1.000480 - - - 500,240.00 (500,481.64) - (241.64) 06/03/2016717081DD2AMORTIZED PREMIUM ON PFIZER INC 0.900% 1/15/17 CURRENT YEAR AMORTIZATION- - - - - - (299.50) - - 06/03/2016 05/31/2016 06/03/2016 717081DU4PURCHASED PAR VALUE OF PFIZER INC 1.450% 6/03/19 /MORGAN STANLEY & CO. LLC/250,000 PAR VALUE AT 99.886 %250,000.0000 0.998860 - - - (249,715.00) 249,715.00 - - 06/06/201606406HCK3AMORTIZED PREMIUM ON BANK OF NY MTN 1.08755% 3/06/18 CURRENT YEAR AMORTIZATION- - - - - - (115.51) - - 06/06/201606406HCK3INTEREST EARNED ON BANK OF NY MTN 1.08755% 3/06/18 $1 PV ON 750000 0000 SHARES DUE 6/6/20162 039 1606/06/201606406HCK3750000.0000 SHARES DUE 6/6/2016-- - - -2,039.16--- Page 31 of 3453 Account Number: 001050990415Name: RIVERSIDE COUNTY TRANS COMMTransaction Date Trade DateSettlement Date CUSIP DescriptionUnits Price Commissions SEC FeesMiscellaneous Fees Net Cash AmountFederal Tax Cost AmountShort Term Gain/Loss AmountLong Term Gain/Loss AmountPayden & Rygel Operating Portfolio Transaction ReportQuarter ended June 30, 201606/06/2016 06/06/2016 06/06/2016 31846V203 PURCHASED UNITS OF FIRST AMER GOVT OBLIG FUND CL Y2,039.1600 1.000000 - - - (2,039.16) 2,039.16 - - 06/14/2016 06/14/2016 06/14/2016 31846V203 PURCHASED UNITS OF FIRST AMER GOVT OBLIG FUND CL Y1,978.6700 1.000000 - - - (1,978.67) 1,978.67 - - 06/14/201648125LRD6INTEREST EARNED ON JP MORGAN CHASE MT 1.03235% 6/14/17 $1 PV ON 750000.0000 SHARES DUE 6/14/2016- - - - - 1,978.67 - - - 06/15/2016161571GS7INTEREST EARNED ON CHASE ISSUANCE TRU 0.75445% 2/18/20 $1 PV ON 750000.0000 SHARES DUE 6/15/2016- - - - - 471.53 - - - 06/15/2016161571GS7AMORTIZED PREMIUM ON CHASE ISSUANCE TRU 0.75445% 2/18/20 CURRENT YEAR AMORTIZATION- - - - - - (7.43) - - 06/15/201617275RAU6INTEREST EARNED ON CISCO SYSTEMS INC 1.650% 6/15/18 $1 PV ON 400000.0000 SHARES DUE 6/15/2016- - - - - 3,300.00 - - - 06/15/201606/15/2016 3135G0K77PAID ACCRUED INTEREST ON PURCHASE OF F N M A DEB 1.250% 6/13/19- - - - - (34.03) - - - 06/15/2016 06/13/2016 06/15/2016 3135G0K77PURCHASED PAR VALUE OF F N M A DEB 1.250% 6/13/19 /CITIGROUP GLOBAL MARKETS INC./490,000 PAR VALUE AT 100 %490,000.0000 1.000000 - - - (490,000.00) 490,000.00 - - 06/15/20163137EADX4INTEREST EARNED ON F H L M C 1.000% 12/15/17 $1 PV ON 820000.0000 SHARES DUE 6/15/2016- - - - - 4,191.11 - - - 06/15/2016 06/15/2016 06/15/2016 31680GAB2 PAID DOWN PAR VALUE OF FIFTH THIRD AUTO TRU 1.020% 5/15/18(11,128.7200) 5.956443 - - - 11,128.72 (11,128.42) 0.30 - 06/15/201631680GAB2INTEREST EARNED ON FIFTH THIRD AUTO TRU 1.020% 5/15/18 $1 PV ON 136.0000 SHARES DUE 6/15/2016 $0.00085/PV ON 160,000.00 PV DUE 6/15/16- - - - - 136.00 - - - 06/15/2016 06/15/2016 06/15/2016 31846V203 PURCHASED UNITS OF FIRST AMER GOVT OBLIG FUND CL Y101,343.4400 1.000000 - - - (101,343.44) 101,343.44 - - 06/15/2016 06/15/2016 06/15/2016 31846V203 SOLD UNITS OF FIRST AMER GOVT OBLIG FUND CL Y(342,970.2700) 1.000000 - - - 342,970.27 (342,970.27) - - 06/15/2016 06/15/2016 06/15/2016 47787UAB9 PAID DOWN PAR VALUE OF JOHN DEERE OWNER 0.870% 2/15/18(27,864.1500) - - - - 27,864.15 (27,862.35) - 1.80 06/15/201647787UAB9INTEREST EARNED ON JOHN DEERE OWNER 0.870% 2/15/18 $1 PV ON 188.9300 SHARES DUE 6/15/2016 $0.00073/PV ON 260,597.54 PV DUE 6/15/16- - - - - 188.93 - - - 06/15/201689237CAD3INTEREST EARNED ON TOYOTA AUTO RECEIV 1.270% 5/15/19 $1 PV ON 529.1700 SHARES DUE 6/15/2016 $0.00106/PV ON 500,000.00 PV DUE 6/15/16- - - - - 529.17 - - - INTEREST EARNED ON TOYOTA AUTO 1.250% 3/16/20 $1 PV ON 208.3300 SHARES DUE 6/15/2016 $0.00104/PV ON 200,000.00 PV DUE 06/15/201689237KAD5 6/15/16-- - - -208.33--- 06/15/201606/15/2016 912828H78RECEIVED ACCRUED INTEREST ON SALE OF U S TREASURY NT 0.500% 1/31/17- - - - - 373.63 - - - 06/15/2016 06/15/2016 06/15/2016 912828H78SOLD PAR VALUE OF U S TREASURY NT 0.500% 1/31/17 /CITIGROUP GLOBAL MARKETS INC./XOTC 200,000 PAR VALUE AT 100.007813 %(200,000.0000) 1.000078 - - - 200,015.63 (199,875.00) - 140.63 06/16/20163134G8NT2INTEREST EARNED ON F H L M C 1.125% 3/16/18 $1 PV ON 560000.0000 SHARES DUE 6/16/2016- - - - - 1,575.00 - - - 06/16/2016 06/16/2016 06/16/2016 3134G8NT2 FULL CALL PAR VALUE OF F H L M C 1.125% 3/16/18 /CALLS/(560,000.0000) 1.000000 - - - 560,000.00 (560,000.00) - - 06/16/20163134G8NT2ACCREDITED DISCOUNT ON F H L M C 1.125% 3/16/18 CURRENT YEAR MARKET DISCOUNT- - - - - - 28.00 - - 06/16/2016 06/16/2016 06/16/2016 31846V203 PURCHASED UNITS OF FIRST AMER GOVT OBLIG FUND CL Y560,000.0000 1.000000 - - - (560,000.00) 560,000.00 - - 06/16/2016 06/16/2016 06/16/2016 31846V203 PURCHASED UNITS OF FIRST AMER GOVT OBLIG FUND CL Y1,575.0000 1.000000 - - - (1,575.00) 1,575.00 - - 06/17/2016 06/16/2016 06/17/2016 313384YT0PURCHASED PAR VALUE OF F H L B DISC NTS 6/29/16 /CITIGROUP GLOBAL MARKETS INC./510,000 PAR VALUE AT 99.992 %510,000.0000 0.999920 - - - (509,959.20) 509,959.20 - - 06/17/2016 06/17/2016 06/17/2016 31846V203 SOLD UNITS OF FIRST AMER GOVT OBLIG FUND CL Y(509,959.2000) 1.000000 - - - 509,959.20 (509,959.20) - - 06/20/201605581RAD8INTEREST EARNED ON BMW VEHICLE LEASE 1.340% 1/22/19 $1 PV ON 670.0000 SHARES DUE 6/20/2016 $0.00112/PV ON 600,000.00 PV DUE 6/20/16- - - - - 670.00 - - - 06/20/2016 06/20/2016 06/20/2016 31846V203 PURCHASED UNITS OF FIRST AMER GOVT OBLIG FUND CL Y16,186.5000 1.000000 - - - (16,186.50) 16,186.50 - - 06/20/2016 06/20/2016 06/20/2016 31846V203 PURCHASED UNITS OF FIRST AMER GOVT OBLIG FUND CL Y573.7900 1.000000 - - - (573.79) 573.79 - - 06/20/201636159LCN4AMORTIZED PREMIUM ON GE DEALER FLOORPLA 0.91806% 10/20/19 CURRENT YEAR AMORTIZATION- - - - - - (13.39) - - 06/20/201636159LCN4INTEREST EARNED ON GE DEALER FLOORPLA 0.91806% 10/20/19 $1 PV ON 573.7900 SHARES DUE 6/20/2016 $0.00077/PV ON 750,000.00 PV DUE 6/20/16- - - - - 573.79 - - - 06/20/201643814NAC9INTEREST EARNED ON HONDA AUTO 1.570% 12/18/19 $1 PV ON 200000.0000 SHARES DUE 6/18/2016- - - - - 203.33 - - - 06/20/2016 06/20/2016 06/20/2016 92867VAB6 PAID DOWN PAR VALUE OF VOLKSWAGEN AUTO 0.870% 6/20/17(15,233.3600) - - - - 15,233.36 (15,218.36) - 15.00 06/20/201692867VAB6INTEREST EARNED ON VOLKSWAGEN AUTO 0.870% 6/20/17 $1 PV ON 79.8100 SHARES DUE 6/20/2016 $0.00073/PV ON 110,082.46 PV DUE - - - - - 79.81 - - - 06/24/201606/24/2016 161571GS7RECEIVED ACCRUED INTEREST ON SALE OF CHASE ISSUANCE TRU 0.75445% 2/18/20- - - - - 142.88 - - - 06/24/2016 06/21/2016 06/24/2016 161571GS7SOLD PAR VALUE OF CHASE ISSUANCE TRU 0.75445% 2/18/20 /J.P. MORGAN SECURITIES LLC/XOTC 750,000 PAR VALUE AT 100.082031 % (750,000.0000) 1.000820 - - - 750,615.23 (750,037.13) - 578.10 06/24/2016161571GS7AMORTIZED PREMIUM ON CHASE ISSUANCE TRU 0.75445% 2/18/20 CURRENT YEAR AMORTIZATION- - - - - - (2.16) - - 06/24/201606/24/2016 161571HC1PAID ACCRUED INTEREST ON PURCHASE OF CHASE ISSUANCE TRUST 1.370% 6/15/21- - - - - (199.79) - - - 06/24/2016 06/21/2016 06/24/2016 161571HC1PURCHASED PAR VALUE OF CHASE ISSUANCE TRUST 1.370% 6/15/21 /J.P. MORGAN SECURITIES LLC/750,000 PAR VALUE AT 100.179688 %750,000.0000 1.001797 - - - (751,347.66) 751,347.66 - - Page 32 of 3454 Account Number: 001050990415Name: RIVERSIDE COUNTY TRANS COMMTransaction Date Trade DateSettlement Date CUSIP DescriptionUnits Price Commissions SEC FeesMiscellaneous Fees Net Cash AmountFederal Tax Cost AmountShort Term Gain/Loss AmountLong Term Gain/Loss AmountPayden & Rygel Operating Portfolio Transaction ReportQuarter ended June 30, 201606/24/201606/24/2016 166764AK6RECEIVED ACCRUED INTEREST ON SALE OF CHEVRON CORP 0.7882% 11/15/17- - - - - 215.61 - - - 06/24/2016 06/21/2016 06/24/2016 166764AK6SOLD PAR VALUE OF CHEVRON CORP 0.7882% 11/15/17 /DEUTSCHE BANK SECURITIES, INC./250,000 PAR VALUE AT 99.7739 %(250,000.0000) 0.997739 - - - 249,434.75 (250,080.91) - (646.16) 06/24/2016166764AK6AMORTIZED PREMIUM ON CHEVRON CORP 0.7882% 11/15/17 CURRENT YEAR AMORTIZATION- - - - - - (5.90) - - 06/24/201606/24/2016 166764BA7PAID ACCRUED INTEREST ON PURCHASE OF CHEVRON CORP 1.790% 11/16/18- - - - - (472.36) - - - 06/24/2016 06/21/2016 06/24/2016 166764BA7PURCHASED PAR VALUE OF CHEVRON CORP 1.790% 11/16/18 /MITSUBISHI UFJ SECURITIES USA/250,000 PAR VALUE AT 101.153 %250,000.0000 1.011530 - - - (252,882.50) 252,882.50 - - 06/24/201606/24/2016 263901AE0RECEIVED ACCRUED INTEREST ON SALE OF DUKE ENERGY 0.97759% 7/11/16- - - - - 1,508.98 - - - 06/24/2016 06/21/2016 06/24/2016 263901AE0SOLD PAR VALUE OF DUKE ENERGY 0.97759% 7/11/16 /DEUTSCHE BANK SECURITIES, INC./750,000 PAR VALUE AT 100.023 %(750,000.0000) 1.000230 - - - 750,172.50 (750,035.60) - 136.90 06/24/2016263901AE0AMORTIZED PREMIUM ON DUKE ENERGY 0.97759% 7/11/16 CURRENT YEAR AMORTIZATION- - - - - - (157.72) - - 06/24/2016 06/24/2016 06/24/2016 31846V203 SOLD UNITS OF FIRST AMER GOVT OBLIG FUND CL Y(108,640.5600) 1.000000 - - - 108,640.56 (108,640.56) - - 06/24/201606/24/2016 594918BF0PAID ACCRUED INTEREST ON PURCHASE OF MICROSOFT CORP 1.300% 11/03/18- - - - - (920.83) - - - 06/24/2016 06/21/2016 06/24/2016 594918BF0PURCHASED PAR VALUE OF MICROSOFT CORP 1.300% 11/03/18 /MORGAN STANLEY & CO. LLC/500,000 PAR VALUE AT 100.573 %500,000.0000 1.005730 - - - (502,865.00) 502,865.00 - - 06/24/201606/24/2016 89236TAY1PAID ACCRUED INTEREST ON PURCHASE OF TOYOTA MOTOR MTN 2.000% 10/24/18- - - - - (1,133.33) - - - 06/24/2016 06/21/2016 06/24/2016 89236TAY1PURCHASED PAR VALUE OF TOYOTA MOTOR MTN 2.000% 10/24/18 /BONY/TORONTO DOMINION SECURITI/340,000 PAR VALUE AT 101.879 % 340,000.0000 1.018790 - - - (346,388.60) 346,388.60 - - 06/24/201606/24/2016 90331HMD2RECEIVED ACCRUED INTEREST ON SALE OF US BANK NA MTN 0.8481% 1/30/17- - - - - 337.69 - - - 06/24/2016 06/21/2016 06/24/2016 90331HMD2SOLD PAR VALUE OF US BANK NA MTN 0.8481% 1/30/17 /DEUTSCHE BANK SECURITIES, INC./250,000 PAR VALUE AT 100.032 %(250,000.0000) 1.000320 - - - 250,080.00 (250,057.46) - 22.54 AMORTIZED PREMIUM ON US BANK NA MTN 0.8481% 1/30/17 06/24/201690331HMD2 CURRENT YEAR AMORTIZATION-- - - --(16.86)-- 06/24/201606/24/2016 91159HHE3PAID ACCRUED INTEREST ON PURCHASE OF US BANCORP MTN 1.950% 11/15/18- - - - - (528.13) - - - 06/24/2016 06/21/2016 06/24/2016 91159HHE3PURCHASED PAR VALUE OF US BANCORP MTN 1.950% 11/15/18 /MORGAN STANLEY & CO. LLC/250,000 PAR VALUE AT 101.764 %250,000.0000 1.017640 - - - (254,410.00) 254,410.00 - - 06/27/2016TRUST FEES COLLECTED CHARGED FOR PERIOD 05/01/2016 THRU 05/31/2016 COLLECTED BY DISBURSEMENT- - - - - (526.35) - - - 06/27/2016 06/25/2016 06/27/2016 3136AMTM1 PAID DOWN PAR VALUE OF F N M A GTD REMIC 0.3845% 9/25/18(432.8800) - - - - 432.88 (432.77) - 0.11 06/27/20163136AMTM1INTEREST EARNED ON F N M A GTD REMIC 0.3845% 9/25/18 $1 PV ON 250.0200 SHARES DUE 6/25/2016 $0.00056/PV ON 449,280.59 PV DUE 6/25/16- - - - - 250.02 - - - 06/27/2016 06/25/2016 06/27/2016 3137BLVY1 PAID DOWN PAR VALUE OF F H L M C MLTCL MTG 1.639% 10/25/19(872.6200) 1,299.964475 - - - 872.62 (870.43) 2.19 - 06/27/20163137BLVY1INTEREST EARNED ON F H L M C MLTCL MTG 1.639% 10/25/19 $1 PV ON 192.8500 SHARES DUE 6/25/2016 $0.00137/PV ON 141,197.63 PV DUE 6/25/16- - - - - 192.85 - - - 06/27/20163137BNN26AMORTIZED PREMIUM ON F H L M C MLTCL MTG 1.780% 7/25/19 CURRENT YEAR AMORTIZATION- - - - - - (56.20) - - 06/27/20163137BNN26INTEREST EARNED ON F H L M C MLTCL MTG 1.780% 7/25/19 $1 PV ON 215000.0000 SHARES DUE 6/25/2016- - - - - 318.92 - - - 06/27/2016 06/25/2016 06/27/2016 3137BPCF4 PAID DOWN PAR VALUE OF F H L M C MLTCL MTG 1.376% 10/25/20(6,518.1500) 2.084176 - - - 6,518.15 (6,518.10) 0.05 - 06/27/20163137BPCF4INTEREST EARNED ON F H L M C MLTCL MTG 1.376% 10/25/20 $1 PV ON 503.0200 SHARES DUE 6/25/2016 $0.00126/PV ON 400,000.00 PV DUE 6/25/16- - - - - 503.02 - - - 06/27/2016 06/27/2016 06/27/2016 31846V203 PURCHASED UNITS OF FIRST AMER GOVT OBLIG FUND CL Y1,042.1400 1.000000 - - - (1,042.14) 1,042.14 - - 06/27/2016 06/27/2016 06/27/2016 31846V203 PURCHASED UNITS OF FIRST AMER GOVT OBLIG FUND CL Y7,519.9700 1.000000 - - - (7,519.97) 7,519.97 - - 06/29/2016313384YT0INTEREST EARNED ON F H L B DISC NTS 6/29/16 $1 PV ON 510000.0000 SHARES DUE 6/29/2016 510,000 PAR VALUE AT 100 %- - - - - 40.80 - - - 06/29/2016 06/29/2016 06/29/2016 313384YT0MATURED PAR VALUE OF F H L B DISC NTS 6/29/16 510,000 PAR VALUE AT 100 %(510,000.0000) 1.000000 - - - 509,959.20 (509,959.20) - - 06/29/2016 06/10/2016 06/29/2016 3134G9UY1PURCHASED PAR VALUE OF F H L M C M T N 1.000% 6/29/18 /PERSHING LLC/510,000 PAR VALUE AT 100 %510,000.0000 1.000000 - - - (510,000.00) 510,000.00 - - 06/29/2016 06/29/2016 06/29/2016 31846V203 PURCHASED UNITS OF FIRST AMER GOVT OBLIG FUND CL Y63,882.1700 1.000000 - - - (63,882.17) 63,882.17 - - 06/29/201606/29/2016 912828H78RECEIVED ACCRUED INTEREST ON SALE OF U S TREASURY NT 0.500% 1/31/17- - - - - 824.18 - - - 06/29/2016 06/24/2016 06/29/2016 912828H78SOLD PAR VALUE OF U S TREASURY NT 0.500% 1/31/17 /BMO CAPITAL MARKETS CORP./400,000 PAR VALUE AT 100.015625 %(400,000.0000) 1.000156 - - - 400,062.50 (399,750.00) - 312.50 06/29/201606/29/2016 912828R85PAID ACCRUED INTEREST ON PURCHASE OF U S TREASURY NT 1.000% 6/15/19- - - - - (580.70) - - - 06/29/201606/24/201606/29/2016912828R85PURCHASED PAR VALUE OF U S TREASURY NT 1.000% 6/15/19 /BMO CAPITAL MARKETS CORP/BONDS/1,735,000 PAR VALUE AT 100.42187493 %1 735 000 00001 004219(1 742 319 53)1 742 319 5306/29/201606/24/201606/29/2016912828R85%1,735,000.0000 1.004219 - - -(1,742,319.53) 1,742,319.53 -- Page 33 of 3455 Account Number: 001050990415Name: RIVERSIDE COUNTY TRANS COMMTransaction Date Trade DateSettlement Date CUSIP DescriptionUnits Price Commissions SEC FeesMiscellaneous Fees Net Cash AmountFederal Tax Cost AmountShort Term Gain/Loss AmountLong Term Gain/Loss AmountPayden & Rygel Operating Portfolio Transaction ReportQuarter ended June 30, 201606/29/201606/29/2016 912828SS0RECEIVED ACCRUED INTEREST ON SALE OF U S TREASURY NT 0.875% 4/30/17- - - - - 1,426.63 - - - 06/29/2016 06/24/2016 06/29/2016 912828SS0SOLD PAR VALUE OF U S TREASURY NT 0.875% 4/30/17 /BMO CAPITAL MARKETS CORP./1,000,000 PAR VALUE AT 100.277344 %(1,000,000.0000) 1.002773 - - - 1,002,773.44 (1,001,194.27) - 1,579.17 06/29/2016912828SS0AMORTIZED PREMIUM ON U S TREASURY NT 0.875% 4/30/17 CURRENT YEAR AMORTIZATION- - - - - - (899.43) - - 06/29/201606/29/2016 912828SS0RECEIVED ACCRUED INTEREST ON SALE OF U S TREASURY NT 0.875% 4/30/17- - - - - 570.65 - - - 06/29/2016 06/24/2016 06/29/2016 912828SS0SOLD PAR VALUE OF U S TREASURY NT 0.875% 4/30/17 /BMO CAPITAL MARKETS CORP./400,000 PAR VALUE AT 100.28125 %(400,000.0000) 1.002813 - - - 401,125.00 (400,510.23) 16.02 598.75 06/30/2016 06/30/2016 06/30/2016 31846V203 PURCHASED UNITS OF FIRST AMER GOVT OBLIG FUND CL Y6,575.0000 1.000000 - - - (6,575.00) 6,575.00 - - 06/30/2016912828N55INTEREST EARNED ON U S TREASURY NT 1.000% 12/31/17 $1 PV ON 1315000.0000 SHARES DUE 6/30/2016- - - - - 6,575.00 - - - Total- - - - 111,943.33 (2,204.31) 1,505.02 Page 34 of 3456 Logan Circle Partners, L.P.  25 Deforest Avenue Summit, NJ 07901  908-376-0550 SHORT DURATION FIXED INCOME Second Quarter 2016 Client Review Riverside County Transportation Commission ATTACHMENT 14 57 ��GDP - Rebound in retail sales and personal consumption expenditures as well as seasonal improvement in housing supports higher second-quarter growth. Current factors underpinning domestic strength in consumer spending include stable energy prices and improving wages. Risks to our average 2% growth expectation are skewed to the downside and include election year and geopolitical uncertainty which could weigh on consumer and business confidence. ��Consumer - Improvement in real personal income and average hourly earnings, combined with pass-through benefits of lower energy prices, reflected in higher savings rate. Rebound in consumer confidence needed in order to drive transmission from savings to spending. Sustained pace of student and auto loan debt growth represents a long-term demographic concern. ��Business - Persistent sluggish global growth hampers ability to grow revenues while rising labor costs pressure many industrial sub-sectors. Deterioration of credit metrics continues, evidenced by elevated debt/equity ratios and declining operating margins. Although financials continue to build capital and improve balance sheets, the strength and stability of earnings are negatively impacted by less diverse business models and reduced net interest margins due to prevailing low rate environment. Anemic level of new business formations symptomatic of the broader challenges to growth. ��Employment - Job growth rate downshifts to a more sustainable range consistent with low unemployment and participation rates. Service sector responsible for majority of the employment gains since the financial crisis. Overall increase in average hourly earnings led by labor shortages in select sub-sectors. ��International - Uncertainty over the ramifications of the Brexit vote raises concerns regarding both the UK economy and the long-term viability of the European Union. Interest rates will remain at historically low levels for foreseeable future. Chinese currency devaluation places pressure on commodity and financial markets in addition to emerging market economies. Ineffectiveness of central bank stimulus programs, including negative interest rates, underscores the limits of monetary policy in fostering economic growth and countering deflationary forces. ��Housing - Lack of moderately priced housing inventory will continue to constrain the pace of sales. Overall annual home price appreciation will decelerate modestly to the low to mid-single digits. Lending standards continue to ease as banks and non-bank lenders expand financing options. Low mortgage rates and rising incomes increase housing affordability in the near term even as average home prices appreciate. ��Inflation - Core PCE moves closer to the Federal Reserve s long-term 2% target as rents, healthcare insurance and medical costs rise. Rebound in energy prices and rising wage growth supports headline inflation, while stronger dollar acts to mitigate upward pressure. Budding protectionist / populist movements expected to have negative (higher) long-term inflation implications in move away from free-trade policies. ��Monetary and Fiscal Policy - Federal Reserve s data dependency takes a back seat to geopolitical and financial market turmoil as timing of policy normalization pushed further out. Central bank guidance and actions show mixed results in achieving unstated goal of driving currencies lower. ECB and BOJ intensify focus on QE tools in an effort to boost credit growth. Domestic fiscal policy initiatives unlikely to emerge in the near term as election year politics preclude substantive action. The views presented above are Logan Circle's and are subject to change over time. There can be no assurance that the views expressed above will prove accurate and should not be relied upon as a reliable indicator of future events. MARKET REVIEW Outlook and Current Themes 1 58 PORTFOLIO REVIEW – Construction Funds Portfolio Performance1 2Q 2016 YTD Since Inception (8/1/2013) Total Construction Fund (Gross of Fees) 0.17% 0.34% 0.48% Total Construction Fund (Net of Fees) 0.15% 0.30% 0.40% Citigroup 3-Month Treasury Bill 0.06% 0.12% 0.07% Past Performance is not indicative of future results. Performance returns for periods greater than one year are annualized. The performance benchmark shown for the Riverside County Construction Fund is the Citigroup 3–Month Treasury Bill, which tracks the return of one three-month Treasury bill until maturity. 2 As of March 31, 2016 Actual Portfolio Yield to Maturity 0.66% Duration 0.03 Years Average Quality (Moody’s) A1 Corporate 1% CP 99% Asset Allocation Portfolio Characteristics As of June 30, 2016 Actual Portfolio Yield to Maturity 0.69% Duration 0.05 Years Average Quality (Moody’s) A1 Corporate 1% Municipal 13% CP 86% 59 PORTFOLIO REVIEW – Equity Contribution Past Performance is not indicative of future results. Performance returns for periods greater than one year are annualized. The performance benchmark shown for the Riverside County Construction Fund is the Bank of America Merrill Lynch 1-3 Year U.S. Treasury Index, which is a broad-based index consisting of U.S. Treasury securities with an outstanding par greater than or equal to $250 million and a maturity range from one to three years, reflecting total return. Corporate 28% Municipal 2% Agency 6% RMBS 3% CMBS 5% ABS 10% Treasury 30% CP 16% Portfolio Performance1 2Q 2016 YTD Since Inception (7/1/2015) Equity Contribution Fund (Gross of Fees) 0.53% 1.69% 1.89% Equity Contribution Fund (Net of Fees) 0.51% 1.64% 1.79% BofA ML U.S. Treasury Index 1-3 Year 0.53% 1.43% 1.31% Asset Allocation Portfolio Characteristics 3 As of March 31, 2016 Actual Portfolio Yield to Maturity 1.17% Duration 1.62 Years Average Quality (Moody’s) Aa2 Corporate 37% Municipal 4% Agency 4% RMBS 5% CMBS 7% ABS 11% Treasury 30% CP 2% As of June 30, 2016 Actual Portfolio Yield to Maturity 0.94% Duration 1.33 Years Average Quality (Moody’s) Aa3 60 PORTFOLIO REVIEW – Capitalized Interest Funds Portfolio Performance1 2Q 2016 YTD Since Inception (8/1/2013) Total Capitalized Interest Fund (Gross of Fees) 0.47% 1.43% 1.39% Total Capitalized Interest Fund (Net of Fees) 0.45% 1.38% 1.29% BofA ML U.S. Treasury Index 1-3 Year 0.53% 1.43% 0.98% Past Performance is not indicative of future results. Performance returns for periods greater than one year are annualized. The performance benchmark shown for the Riverside County Capitalized Interest Fund is the Bank of America Merrill Lynch 1-3 Year U.S. Treasury Index, which is a broad-based index consisting of U.S. Treasury securities with an outstanding par greater than or equal to $250 million and a maturity range from one to three years, reflecting total return. Asset Allocation Portfolio Characteristics 4 As of March 31, 2016 Actual Portfolio Yield to Maturity 0.90% Duration 1.41 Years Average Quality (Moody’s) Aa1 Corporate 38% Municipal 10% Agency 1% RMBS 5% CMBS 6% Treasury 40% CP 1% As of June 30, 2016 Actual Portfolio Yield to Maturity 0.83% Duration 1.47 Years Average Quality (Moody’s) Aa1 Corporate 39% Municipal 7% Agency 2% RMBS 5% CMBS 5% Treasury 37% CP 5% 61 PORTFOLIO REVIEW – Debt Reserve Fund Portfolio Performance1 2Q 2016 YTD Since Inception (8/1/2013) Total Debt Service Fund (Gross of Fees) 1.42% 4.33% 3.50% Total Debt Service Fund (Net of Fees) 1.39% 4.28% 3.40% BofA ML U.S. Treasury Index 3-7 Year 1.46% 4.39% 3.06% Past Performance is not indicative of future results. Performance returns for periods greater than one year are annualized. The performance benchmark shown for the Riverside County Capitalized Interest Fund is the Bank of America Merrill Lynch US Treasury 3-7 Year, which is a broad-based index consisting of U.S. Treasury securities with an outstanding par greater or equal to $25 million and a maturity range from three to seven years, inclusive, reflecting total return. Asset Allocation Portfolio Characteristics 5 As of March 31, 2016 Actual Portfolio Yield to Maturity 1.50% Duration 4.11 Years Average Quality (Moody’s) Aaa Agency 15% RMBS 9% CMBS 31% Treasury 44% CP 1% As of June 30, 2016 Actual Portfolio Yield to Maturity 1.30% Duration 4.15 Years Average Quality (Moody’s) Aaa Agency 14% RMBS 11% CMBS 31% Treasury 43% CP 1% 62 PORTFOLIO REVIEW Portfolio Market Value Portfolio Market Value (7/3/2013) Net Outflows Market Value (6/30/2016) Change in Market Value Construction (Sales Tax) $332,687,595 ($329,667,936) $5,226,632 +$2,206,973 Construction (Toll Revenue) $122,120,571 ($87,247,965) $35,482,111 +$609,505 Total Construction Funds $454,808,167 ($416,915,901) $40,708,744 +$2,816,477 Portfolio Market Value (7/3/2013) Net Outflows Market Value (6/30/2016) Change in Market Value Capitalized Interest (Sales Tax) $103,683,353 ($69,986,349) $36,739,133 +$3,042,129 Capitalized Interest (Toll Revenue) $31,416,498 ($20,726,929) $11,695,309 +$1,005,740 Total Capitalized Interest Funds $135,099,851 ($90,713,278) $48,434,442 +$4,047,869 Portfolio Market Value (7/3/2013) Net Outflows Market Value (6/30/2016) Change in Market Value Debt Service Reserve Fund $17,667,869 $0 $19,588,679 +$1,920,810 Portfolio Market Value (6/10/2015) Net Outflows Market Value (6/30/2016) Change in Market Value Equity Contribution $32,793,399 $34,983,199 $68,579,193 +$802,595 6 63 DISCLAIMERS In general. This disclaimer applies to this document and the verbal or written comments of any person presenting it. This document, taken together with any such verbal or written comments, is referred to herein as the “Presentation.” Logan Circle Partners, L.P., a Fortress Investment Group LLC company, is referred to herein as “Logan Circle”. No offer to purchase or sell securities. This Presentation is being provided to you at your specific request. This Presentation does not constitute an offer to sell or a solicitation of an offer to buy any security and may not be relied upon in connection with the purchase or sale of any security. Projections. Projections contained in this Presentation are based on a variety of estimates and assumptions by Logan Circle, including, among others, estimates of future operating results, the value of assets and market conditions at the time of disposition, and the timing and manner of disposition or other realization events. These estimates and assumptions are inherently uncertain and are subject to numerous business, industry, market, regulatory, competitive and financial risks that are outside of Logan Circle’s control. There can be no assurance that the assumptions made in connection with the projections will prove accurate, and actual results may differ materially, including the possibility that an investor may lose some or all of its invested capital. The inclusion of the projections herein should not be regarded as an indication that Logan Circle or any of its affiliates considers the projections to be a reliable prediction of future events and the projections should not be relied upon as such. Neither Logan Circle nor any of its affiliates or representatives has made or makes any representation to any person regarding the projections and none of them intends to update or otherwise revise the projections to reflect circumstances existing after the date when made or to reflect the occurrence of future events, if any or all of the assumptions underlying the projections are later shown to be in error. For purposes of this paragraph, the term “projections” includes “targeted returns”. Past performance. Past performance is not a reliable indicator of future results and should not be relied upon as the basis for making an investment decision. The information presented is only available for institutional client use and is presented for use only as a one-on-one presentation. No reliance, no update and use of information. You may not rely on this Presentation as the basis upon which to make an investment decision. To the extent that you rely on this Presentation in connection with any investment decision, you do so at your own risk. This Presentation is being provided in summary fashion and does not purport to be complete. The information in the Presentation is provided to you as of the dates indicated and Logan Circle does not intend to update the information after its distribution, even in the event that the information becomes materially inaccurate. Certain information contained in this Presentation, includes performance and characteristics of Logan Circle’s strategies and any represented benchmarks, which may derive from calculations or figures that have been provided by independent third parties, or have been prepared internally and have not been audited or verified. Use of different methods for preparing, calculating or presenting information may lead to different results for the information presented, compared to publicly quoted information, and such differences may be material. Knowledge and experience. You acknowledge that you are knowledgeable and experienced with respect to the financial, tax and business aspects of this Presentation and that you will conduct your own independent financial, business, regulatory, accounting, legal and tax investigations with respect to the accuracy, completeness and suitability of this Presentation should you choose to use or rely on this Presentation, at your own risk, for any purpose. Risk of loss. An investment in the strategy will be highly speculative and there can be no assurance that the strategy’s investment objectives will be achieved. Investors must be prepared to bear the risk of a total loss of their investment. Distribution of this Presentation. Logan Circle expressly prohibits any reproduction, in hard-copy, electronic or any other form, or any redistribution to any third party of this Presentation without the prior written consent of Logan Circle. This Presentation is not intended for distribution to, or use by, any person or entity in any jurisdiction or country where such distribution or use is contrary to local law or regulation. No tax, legal or accounting advice. This Presentation is not intended to provide, and should not be relied upon for (and you shall not construe it as) accounting, legal, regulatory, financial or tax advice or investment recommendations. Any statements of U.S. federal tax consequences contained in this Presentation were not intended to be used and cannot be used to avoid penalties under the U.S. Internal Revenue Code or to promote, market or recommend to another party any tax-related matters addressed herein. Confidentiality. By accepting receipt or reading any portion of this Presentation, you agree that you will treat the Presentation confidentially. This reminder should not be read to limit, in any way, the terms of any confidentiality agreement you or your organization may have in place with Logan Circle. 7 64 QUARTERLY PORTFOLIO REVIEWQUARTERLY PORTFOLIO REVIEW PAYDEN.COM LOS ANGELES | BOSTON | LONDON | PARIS 2nd Quarter 2016 ATTACHMENT 15 65 July 2016 Dear Client, What have we learned from the events that transpired on the global stage during the quarter? The negative, kneejerk stock market reaction to the June 23rd Brexit vote has been almost completely erased in just a few weeks. In terms of our clients’ portfolios, within a very narrow range, we have seen little change in market valuation. This does not mean we are in any way minimizing the unknown longer term impact of the UK’s decision to exit the European Union. Instead, we believe now is the time to reassess the definition of “risk” in financial markets and to rethink the specific needs and objectives of your portfolios. In particular, we would like to highlight two areas in the pursuit of income and returns: global diversification and asset class diversification. First, the pursuit of long-term performance for many clients means an annual 7% return. Typically, the bonds employed in such a strategy depend heavily on the sovereign debt of the G4 countries, as well as corporate debt. Yet, in our view, we may be in a low interest rate environment for some time to come, with very modest global growth and low inflation. Over the near term, generating a 7% portfolio return, which includes G4 bonds, may be more fantasy than reality. What can clients do? Fortunately, emerging economies now comprise more than half of the world economy, providing plenty of options for investors. We urge clients to look beyond the US, UK, Japan, and Europe. Emerging markets bond issuance–whether in sovereign debt or corporate debt–has increased significantly, with attractive yields obtainable from high-quality credits, and many of these bonds performed very favorably in the past few weeks. Second, to the extent possible given guideline restrictions and other considerations, we think clients could consider a dividend stock strategy as an income diversifier. The Payden Equity Income Fund has subscribed to this income strategy for the past six years. The emphasis on dividend growth has been a very positive factor in the favorable performance during this period. We can’t predict the fallout from global financial events. But what we can do is recognize the fundamental, structural changes to the global economy and financial markets and help our clients build portfolios based on the new reality. My very best wishes for the summer, Joan A. Payden President & CEO LETTER FROM THE CEO 66 Riverside County Transportation Commission 2812 ABJ VCL Portfolio Review and Market Update - 2nd Quarter 2016 PORTFOLIO CHARACTERISTICS (As of 6/30/2016) $50.8 millionPortfolio Market Value AA+Weighted Average Credit Quality 1.4 yearsWeighted Average Duration 0.8%Weighted Average Yield to Maturity DURATION DISTRIBUTION 0% 10% 20% 30% 40% 50% 60% 0 - 1 1 - 2 2 - 3 Years SECTOR ALLOCATION 0% 10% 20% 30% 40% 50%TreasuriesCreditAgenciesAsset-BackedMunicipalMortgage-BackedPORTFOLIO RETURNS - Periods Ending 6/30/2016 Since Inception (3/1/15) 2016 YTD Trailing 1 Yr 2nd Quarter RCTC Operating Fund Portfolio 0.46% 1.18% 1.21% 1.16% Bank of America Merrill Lynch 1-3 Treasury 0.53% 1.43% 1.31% 1.26% Periods over one year annualized Payden & Rygel • 333 South Grand Avenue • Los Angeles, California 90071 • (213) 625-1900 • www.payden.com67 Portfolio Review and Market Update - 2nd Quarter 2016 MARKET THEMES Global uncertainty continued in the second quarter of 2016, ending with the surprise decision of the British electorate to leave the European Union. The two months preceding the vote saw a re-establishment of risk sentiment following a turbulent first quarter. Fed officials sounded increasingly hawkish through the first half of the quarter as positive economic data diminished concerns about an imminent recession. However, the Fed’s tone became decidedly more dovish after a weak May jobs report and increasing global concerns. The late June Brexit referendum in the UK created market volatility, and the unexpected “leave” outcome on June 24th caused a sharp repricing in financial markets. Global developed-market sovereign bond yields fell markedly, and risk assets sold off before reversing course. Despite the temporary spike in volatility, all spread sectors ended the quarter with positive total returns. STRATEGY The portfolio holds a diversified mix of fixed income sectors with a focus on governments securities.n Corporate bond yield premiums remain attractive, and we expect to maintain our exposure through the purchase of bonds in the new issue market. n During the quarter, we maintained our allocation to high-quality asset-backed and mortgage-backed securities (ABS/MBS) with short duration profiles for their yield and diversification benefits. n INTEREST RATES Treasury yields fell, with the exception of the 3-month bill. Two- and three-year Treasury maturities ended the quarter at 0.58% and 0.69%, respectively. The Treasury curve between two- and three-year maturities flattened two basis points to 0.11%. n The portfolio had positive returns from the movement in Treasury yields but our shorter duration stance relative to the index detracted from performance. n Longer-maturity corporate holdings contributed positively as a result of narrower yield premiums and price appreciation. n SECTORS Asset allocation and name selection within the credit sector added to performance. The yield difference between credit and government securities continued to compress. n High-quality ABS spreads tightened and contributed positively to performance.n MBS securities increased portfolio returns, as spreads reversed most of the widening that occurred in the first quarter. n Payden & Rygel • 333 South Grand Avenue • Los Angeles, California 90071 • (213) 625-1900 • www.payden.com68 Brexit Drives Global Developed Government Bond Yields Lower MARKET PERSPECTIVE -0.5 0.0 0.5 1.0 1.5 2.0 2.5 3.0 12/13 2/14 4/14 6/14 8/14 10/14 12/14 2/15 4/15 6/15 8/15 10/15 12/15 2/16 4/16 6/16Yield (%)UK US Germany Japan The second quarter of 2016 saved its most dramatic development for last: the UK’s decision, by way of referendum, to exit the European Union after 43 years of membership. This was a largely unexpected outcome, and financial markets duly convulsed in the immediate aftermath, with weaker equities, wider credit spreads, lower government bond yields, and a weaker (Sterling) currency. Assets that are dependent on the UK domestic economy were the hardest hit. It seems probable that UK economic growth slows sharply over the balance of this year and into next, as political and economic uncertainty about the exit negotiations leads to a postponement or cancellation of spending decisions. However, the market response has not been unruly. For example, the UK top 100 companies are now trading at levels above those on the morning prior to the referendum, aided by the persistence of a markedly weaker currency (by the end of the quarter, Sterling had fallen by over 7% versus the US dollar) and the likelihood that UK monetary policy will be eased further. We will see over time what the consequences of the Brexit vote are for the global economy and financial markets. On the one hand, an optimist might point out that the UK is not so large on a global basis–the ninth largest single economy and less than 3% of global GDP on a PPP basis–and that market participants will adjust to any new reality. On the other hand, it is true to say that this seems like the biggest single reversal of the great post-war globalization trend. It could be a harbinger of further referenda in Europe and signals of a shift toward more populist policies globally. Time will tell. What we can observe right now is that this is yet another development that puts downward pressure on already low government bond yields. Just look at the chart below, showing the inexorable yield decline since the aftermath of the 2013 so-called “taper tantrum.” We think investors should avoid the idea that there is a “floor” below which yields cannot fall, and similarly, that this yield decline will necessarily reverse any time soon. Source: Bloomberg Global Developed Government Bond Yields: January 2014 to June 2016 69 US DOMICILED MUTUAL FUNDS DUBLIN DOMICILED UCITS FUNDS CASH BALANCE Payden/Kravitz Cash Balance Plan Fund EQUITY Equity Income Fund GLOBAL FIXED INCOME Emerging Markets Bond Fund Emerging Markets Corporate Bond Fund Emerging Markets Local Bond Fund Global Fixed Income Fund Global Low Duration Fund TAX-EXEMPT FIXED INCOME California Municipal Income Fund US FIXED INCOME Absolute Return Bond Fund Cash Reserves Money Market Fund Core Bond Fund Corporate Bond Fund Floating Rate Fund GNMA Fund High Income Fund Limited Maturity Fund Low Duration Fund Strategic Income Fund US Government Fund EQUITY World Equity Fund FIXED INCOME Absolute Return Bond Fund Global Emerging Markets Bond Fund Global Emerging Markets Corporate Bond Fund Global Government Bond Index Fund Global High Yield Bond Fund Global Inflation-Linked Bond Fund Global Bond Fund Global Short Bond Fund Sterling Corporate Bond Fund – Investment Grade US Core Bond Fund USD Low Duration Credit Fund LIQUIDITY FUNDS Euro Liquidity Fund Sterling Reserve Fund US Dollar Liquidity Fund For more information about Payden & Rygel, contact us at a location listed below. LOS ANGELES 333 South Grand Avenue Los Angeles, California 90071 213 625-1900 BOSTON 265 Franklin Street Boston, Massachusetts 02110 617 807-1990 LONDON 1 Bartholomew Lane London EC2N 2AX United Kingdom + 44 (0) 20-7621-3000 PARIS Representative Office 54, 56 Avenue Hoche 75008 Paris, France + 33-607-604-441 PAYDEN.COM LOS ANGELES |BOSTON |LONDON |PARIS OVER 30 YEARS OF INSPIRING CONFIDENCE WITH AN UNWAVERING COMMITMENT TO OUR CLIENTS’ NEEDS. For more information about the Payden Equity Income Fund and to obtain a prospectus or summary prospectus, visit payden.com or call 800 572-9336. Before investing, investors should carefully read and consider investment objectives, risks, charges, expenses and other important information about the funds, which is contained in these documents. The Paydenfunds are distributed by Payden & Rygel Distributors, member FINRA. 70 COUNTY OF RIVERSIDE TREASURER’S POOLED INVESTMENT FUND IS CURRENTLY RATED: Aaa-bf BY MOODY’S INVESTOR’S SERVICE AND AAA/V1 BY FITCH RATINGS The Treasurer's Pooled Investment Fund is comprised of the County, Schools, Special Districts, and other Discretionary Depositors. County of Riverside Treasurer’s Pooled Investment Fund Capital Markets Team Don Kent Treasurer-Tax Collector Jon Christensen Asst. Treasurer-Tax Collector Giovane Pizano Investment Manager Isela Licea Asst. Investment Manager The primary objective of the treasurer shall be to safeguard the principal of the funds under the treasurer's control, meet the liquidity needs of the depositor, and achieve a return on the funds under his or her control. Investment Objectives 2016June Month End Market Value ($)* Month End Book Value ($) Paper Gain or Loss ($) Paper Gain or Loss (%) Book Yield (%) Yrs to Maturity Modified Duration June 6,514,396,169.33 6,504,638,893.37 9,757,275.96 0.15 0.69 1.15 1.12 May 6,945,949,047.77 6,940,509,804.70 5,439,243.07 0.08 0.67 1.08 1.05 April 7,336,685,334.21 7,329,824,096.33 6,861,237.88 0.09 0.65 1.02 0.99 March 6,319,190,571.12 6,312,840,233.99 6,350,337.13 0.10 0.65 1.07 1.04 February 6,294,402,626.91 6,289,381,725.26 5,020,901.65 0.08 0.66 1.15 1.12 January 6,691,824,574.61 6,687,643,005.32 4,181,569.29 0.06 0.62 1.10 1.08 Around the globe, financial markets felt the impact as a result of the historic June 23rd Brexit, or, British exit of the European Union (EU). The United King- dom’s (UK) referendum on whether or not to return to a sovereign nation was successful, and came quite the shock to equities investors with a two day decline of nearly 871 points, or -4.83% on the Dow Jones Indus- trial Average, and, in excess of $2 trillion in losses worldwide; an impressive rally back by month end in the U.S. was the result of an oversold market and that we remain the world’s safe haven. Conversely, the largest recipient of the flight to quality trade (again) was the United States Treasury bond market, resulting in near all-time record low interest rates on the ten year note. By a 52-48% vote, UK citizens said enough to the EU establishment with its immigration and economic policies such as the Greek and bank bailouts, Europe- an Central Bank quantitative easing, zero interest rate and dreaded negative interest rate policies (NIRP) prevalent in many European bond markets. The Brexit may not matter in the grand scheme of things other than being headline news, however, sovereign debt does. The decline in global sovereign ratings focuses the risks of geopolitical shocks onto the world econo- my. Both Standard & Poor’s and Fitch Ratings have been slicing and dicing as of late, for a total of 30 downgrades, a number only exceeded once prior during the Eurozone crisis of 2011. The majority of these nations are in the Middle East and Africa with the most exposure to the decline in energy prices. Fitch Ratings also downgraded the UK and Saudi Arabia citing falling oil prices, and, a stronger U.S. dollar. All of these downgrades will pose greater risk for investors and the banking system throughout most of Europe. In Italy, Portugal, Greece and Spain, the can was essentially kicked down the road, delaying the inevitable debt implosion. With many of the developed market bond yields crashing to record lows, trillions of NIRP debt further exemplifies the absurdity. Since when should investors pay for owning bonds? As anticipated, the FED left short term rates un- changed at 50 basis points during the quarter. At its April meeting, it noted “labor market conditions have improved further even as growth in economic activity appears to have slowed. Growth in household spend- ing has moderated, although households’ real income has risen at a solid rate and consumer sentiment re- mains high.” The FED then flopped in June to “the pace of im- provement in the labor market has slowed while growth in economic activity appears to have picked up. Although the unemployment rate has declined, job gains have diminished. Growth in household spending has strengthened.” These mixed messages tell me the FED still does not have an all clear signal to act upon for the next meeting on July 27th, especially when you throw in Eurozone uncertainty. The path is as clear for us now as it was in 2008, avoiding riskier assets by keeping a close eye on credit quality for the TPIF. We are keep- ing some powder dry for when the FED does make a move, but believe that is some time away. For the time being, its evident investors still find the most comfort investing in the good ‘ol USA. Don Kent Treasurer-Tax Collector “Surprise, they Brexited!” ATTACHMENT 16 71 Value Change Nymex Crude 48.33$ (0.77)$ Gold (USD/OZ)1,322.20$ 106.87$ Value Change Dow Jones (DJIA)17,929.99$ 142.79$ S&P 500 Index 2,098.86$ 1.90$ NASDAQ (NDX)4,417.69$ (530.37)$ Fed Move 07/27/2016 09/21/2016 Stay at 0.25%-.50%96.0%86.4% Increase to 0.75%4.0%13.2% Increase to 1.00%0.0%0.4% Increase to 1.25%0.0%0.0% Current Fed Funds Rate: 0-0.25% Probability for FOMC Dates: Current Market Data Economic Indicators Stock Indices Commodities Fed Funds Target Rate COUNTY OF RIVERSIDE TREASURER-TAX COLLECTOR 2 US Treasury Curve (M/M) FOMC Meeting Schedule Release %Risk Assessment 27-Apr .25 - 0.5 %Growth 15-Jun .25 - 0.5 %Growth Release Date Indicator Consensus Actual 06/03/2016 160,000 38,000 06/03/2016 4.9%4.7% 06/24/2016 -0.5%-2.2% 06/28/2016 1.0%1.1% 06/28/2016 93.5 98 06/03/2016 1.9%1.9% 06/16/2016 0.3%0.2% 06/16/2016 0.2%0.2%CPI Ex Food and Energy - M/M change: CPI Ex Food and Energy excludes food and energy. Consumer Price Index - M/M change: The Consumer Price Index is a measure of the average price level of a fixed basket of goods and services purchased by consumers. Non-Farm Payrolls M/M change: Counts the number of paid employees working part- time or full-time in the nation's business and government establishments. Employment Situation: Measures the number of unemployed as a percentage of the labor force. Durable Goods Orders - M/M change: Reflects the new orders placed with domestic manufacturers for immediate and future delivery of factory hard goods. Real Gross Domestic Product - Q/Q change: The broadest measure of aggregate economic activity and encompasses every sector of the economy. GDP is the country's most comprehensive economic scorecard. Consumer Confidence: Measures consumer attitudes on present economic conditions and expectations of future conditions. Factory Orders M/M change: Represents the dollar level of new orders for both durable and nondurable goods. 72 Fund Symbol 7 Day Yield Fidelity Prime Institutional MMF FIPXX 0.48% Federated Prime Obligations Fund POIXX 0.37% Wells Fargo Advantage Heritage WFJXX 0.43% JP Morgan CJPXX 0.41% AAA Rated Prime Institutional Money-Market Funds 0.44% 0.44% 0.50% 0.43%0.46%0.50%0.55%0.62%0.66%0.65%0.65%0.67%0.69% 0.09%0.10%0.11%0.12% 0.12% 0.14% 0.22% 0.36%0.40%0.42%0.42%0.41%0.42% 0.00% 0.20% 0.40% 0.60% 0.80% 1.00% Jun ‐15 Aug ‐15 Oct‐15 Dec‐15 Feb ‐16 Apr ‐16 Jun ‐16 Pool Yield TIMMI The Pooled Investment Fund cash flow requirements are based upon a 12 month historical cash flow model. Based upon projected cash receipts and maturing investments, there are sufficient funds to meet future cash flow disbursements over the next 12 months. The Treasurer’s Institutional Money Market Index (TIMMI) is compiled and reported by the Riverside County Treasurer’s Capital Markets division. It is a composite index derived from four AAA rated prime institutional money market funds. Similar to the Treas- urer’s Office, prime money market funds invest in a diversified portfolio of U.S. dollar denominated money market instruments in- cluding U.S. Treasuries, government agencies, commercial paper, certificates of deposits, repurchase agreements, etc. TIMMI is cur- rently comprised of the four multi billion dollar funds listed below. TIMMI COUNTY OF RIVERSIDE TREASURER-TAX COLLECTOR 3 Cash Flows Month Monthly Receipts Monthly Disbursements Difference Required Matured Investments Balance Actual Investments Maturing Available to Invest > 1 Year 07/2016 208.60 07/2016 1,100.00 1,050.00 50.00 258.60 1,242.85 08/2016 720.00 950.00 (230.00) 28.60 477.70 09/2016 850.00 1,050.00 (200.00) 171.40 - 558.26 10/2016 1,040.00 1,175.00 (135.00) 135.00 - 515.26 11/2016 1,200.00 960.00 240.00 240.00 180.59 12/2016 2,110.00 1,030.00 1,080.00 1,320.00 79.37 01/2017 1,020.00 1,650.00 (630.00) 690.00 674.00 02/2017 810.00 1,200.00 (390.00) 300.00 520.00 03/2017 1,200.00 1,080.00 120.00 420.00 30.00 04/2017 1,800.00 950.00 850.00 1,270.00 98.14 05/2017 850.00 1,500.00 (650.00) 620.00 192.45 06/2017 1,400.00 1,850.00 (450.00) 170.00 120.00 TOTALS 14,100.00 14,445.00 (345.00) 306.40 5,525.80 4,688.62 6,198.23 4.71% 72.08% 95.29% * All values reported in millions ($). 73 Asset Allocation COUNTY OF RIVERSIDE TREASURER-TAX COLLECTOR 4 473,000.00 100.00% 0.37% .003 .003 70,000.00 100.00% 0.31% .003 .003 300.00 100.00% 1.17% 3.962 3.962 100,000.00 100.18% 0.44% .518 .518 325,000.00 100.54% 0.85% 1.304 1.304 300,000.00 100.26% 0.43% .300 .300 961,905.00 100.11% 1.25% .873 3.281 295,717.00 100.23% 0.44% .308 .308 357,477.00 100.04% 1.08% .536 2.857 819,783.00 100.22% 0.49% .385 .385 372,539.72 100.10% 0.83% .598 1.242 791,500.00 100.23% 0.48% .396 .396 457,910.00 99.90% 0.63% 2.023 2.118 155,000.00 100.29% 0.56% .354 .354 83,850.00 100.04% 0.61% 1.199 1.199 73,000.00 100.05% 0.52% .170 .170 247,950.00 100.12% 0.86% 1.182 1.182 574,514.00 100.13% 0.57% .156 .156 6,513,445.72 100.15% 0.69% .617 1.144 FNMA DISC NOTES 961,820.37 FHLMC DISC NOTES US TREAS BONDS FMAC DISC NOTES MUNI ZER0 CPNS FFCB DISC NOTES 6,514,396.17 US TREAS BILLS 99,623.53 99,805.25 FHLB DISC NOTES 816,824.43 372,940.30 FNMA BONDS 6,504,638.89 574,076.84 70,000.00 300.00 COMM PAPER 298,893.88 MUNI BONDS FHLB BONDS 788,359.15 573,304.42 962,917.73 299,673.50 CALTRUST FND 0.73% .003 Totals (000's): 54,000.00 54,000.00 54,000.00 249,053.17 72,937.26 DDA/PASSBK Assets (000's)Scheduled Par FHLMC BONDS 325,574.15 327,343.55 MMKT 300.00LOCAL AGCY OBLIG 473,000.00 473,000.00 Mkt/ Sch Book YieldScheduled Book WAL (Yr) .003100.00% Mat (Yr)Scheduled Market 249,350.34 154,342.29 154,786.75 790,190.58 70,000.00 FFCB BONDS 83,850.00 83,886.70FARMER MAC 72,897.84 457,578.45458,017.73 818,598.43 294,679.44 372,568.01 295,349.61 357,530.49 357,660.88 74 Maturity Distribution COUNTY OF RIVERSIDE TREASURER-TAX COLLECTOR 5 Scheduled Par (000's) 0-1 Mos 1-3 Mos 3-12 Mos 1-2 Yr 2-3 Yr >3 Yr Totals (000's) MMKT 473,000.00 - - - - - 473,000.00 CALTRUST FND 54,000.00 - - - - - 54,000.00 DDA/PASSBK 70,000.00 - - - - - 70,000.00 LOCAL AGCY OBLIG - - - - - 300.00 300.00 US TREAS BILLS 25,000.00 25,000.00 50,000.00 - - - 100,000.00 US TREAS BONDS - 20,000.00 180,000.00 50,000.00 25,000.00 50,000.00 325,000.00 FHLMC DISC NOTES 25,000.00 100,000.00 175,000.00 - - - 300,000.00 FHLMC BONDS - - 124,625.00 155,850.00 138,000.00 543,430.00 961,905.00 FNMA DISC NOTES 65,500.00 75,000.00 155,217.00 - - - 295,717.00 FNMA BONDS 41,597.00 45,255.00 12,000.00 - 35,000.00 223,625.00 357,477.00 FHLB DISC NOTES 135,000.00 125,000.00 559,783.00 - - - 819,783.00 FHLB BONDS 9,700.00 10,000.00 140,370.00 142,469.72 55,000.00 15,000.00 372,539.72 FFCB DISC NOTES 149,500.00 175,000.00 467,000.00 - - - 791,500.00 FFCB BONDS - 10,000.00 159,650.00 60,250.00 75,310.00 152,700.00 457,910.00 FMAC DISC NOTES - 40,000.00 115,000.00 - - - 155,000.00 FARMER MAC 25,000.00 - 25,000.00 8,850.00 10,000.00 15,000.00 83,850.00 MUNI ZER0 CPNS 23,000.00 50,000.00 - - - - 73,000.00 MUNI BONDS - 23,000.00 100,890.00 78,730.00 32,615.00 12,715.00 247,950.00 COMM PAPER 146,550.00 337,700.00 90,264.00 - - - 574,514.00 Totals (000's): 1,242,847.00 1,035,955.00 2,354,799.00 496,149.72 370,925.00 1,012,770.00 6,513,445.72 %19.08% 15.90% 36.15% 7.62% 5.69% 15.55% Cumulative %19.08% 34.99% 71.14% 78.76% 84.45% 100.00% 75 Credit Quality 100.09% 0.49% Totals (000's): 6,513,445.72 6,504,638.89 6,514,396.17 100.15% 0.69% Aa2 489,834.00 NR 509,150.00 508,492.29 508,973.45 489,226.29 489,890.63 100.29% 0.84% 100.14% 0.55% Aa3 361,495.00 361,778.24 362,040.61 100.07% 0.75% MKT/Book Yield Aaa 5,134,216.72 5,126,276.17 5,134,570.10 100.16% 0.72% Moody (000's) Par Book Market Aa1 18,750.00 18,865.90 18,921.38 MOODY’S S & P MKT/Book Yield AAA 339,500.00 339,500.00 339,576.05 100.02% 0.40% ParS&P (000's) Book AA+4,763,466.72 4,755,642.08 4,763,905.42 Market 100.17%0.74% AA 537,834.00 538,144.06 538,557.19 100.08%0.59% AA-363,495.00 362,860.47 363,384.05 100.14%0.70% NR 509,150.00 508,492.29 508,973.45 100.09%0.49% Totals (000's):6,513,445.72 6,504,638.89 6,514,396.17 100.15%0.69% COUNTY OF RIVERSIDE TREASURER-TAX COLLECTOR 676 Description Maturity Date Coupon Par Value Book Value Market Price Market Value Unrealized Gain/Loss CALTRUST HERITAGE 07/01/2016 .424 20,000,000.00 20,000,000.00 100.000000 20,000,000.00 0.00 FIDELITY PRIME 07/01/2016 .457 5,000,000.00 5,000,000.00 100.000000 5,000,000.00 0.00 FEDERATED PRIME 07/01/2016 .428 5,000,000.00 5,000,000.00 100.000000 5,000,000.00 0.00 JP MORGAN PRIME 07/01/2016 .414 20,000,000.00 20,000,000.00 100.000000 20,000,000.00 0.00 FIDELITY GOV 07/01/2016 .298 50,000,000.00 50,000,000.00 100.000000 50,000,000.00 0.00 WELLS FARGO GOV 07/01/2016 .265 25,000,000.00 25,000,000.00 100.000000 25,000,000.00 0.00 FEDERATED GOV 07/01/2016 .277 148,000,000.00 148,000,000.00 100.000000 148,000,000.00 0.00 BANK OF THE WEST 07/01/2016 .460 200,000,000.00 200,000,000.00 100.000000 200,000,000.00 0.00 .371 473,000,000.00 473,000,000.00 100.000000 473,000,000.00 0.00 CALTRUST SHT TERM 07/01/2016 .730 54,000,000.00 54,000,000.00 100.000000 54,000,000.00 0.00 .730 54,000,000.00 54,000,000.00 100.000000 54,000,000.00 0.00 UB MANAGED RATE 07/01/2016 .310 70,000,000.00 70,000,000.00 100.000000 70,000,000.00 0.00 .310 70,000,000.00 70,000,000.00 100.000000 70,000,000.00 0.00 US DIST COURTHOUSE 06/15/2020 1.173 300,000.00 300,000.00 100.000000 300,000.00 0.00 1.173 300,000.00 300,000.00 100.000000 300,000.00 0.00 U.S. TREASURY BILL 09/15/2016 .373 25,000,000.00 24,923,068.75 99.957000 24,989,250.00 66,181.25 U.S. TREASURY BILL 07/21/2016 .365 25,000,000.00 24,939,166.67 99.990000 24,997,500.00 58,333.33 U.S. TREASURY BILL 05/25/2017 .510 50,000,000.00 49,761,291.67 99.637000 49,818,500.00 57,208.33 .440 100,000,000.00 99,623,527.09 99.805250 99,805,250.00 181,722.91 U.S. TREASURY BOND 06/30/2017 .750 5,000,000.00 4,971,875.00 100.231000 5,011,550.00 39,675.00 U.S. TREASURY BOND 05/15/2017 .875 25,000,000.00 25,077,148.44 100.313000 25,078,250.00 1,101.56 U.S. TREASURY BOND 01/31/2017 .875 25,000,000.00 25,129,882.81 100.249000 25,062,250.00 -67,632.81 U.S. TREASURY BOND 08/15/2016 .625 20,000,000.00 20,050,320.00 100.048000 20,009,600.00 -40,720.00 U.S. TREASURY BOND 02/15/2017 .625 20,000,000.00 20,008,593.75 100.108000 20,021,600.00 13,006.25 U.S. TREASURY BOND 01/15/2017 .750 25,000,000.00 25,095,703.13 100.166000 25,041,500.00 -54,203.13 U.S. TREASURY BOND 09/30/2017 .625 10,000,000.00 9,981,250.00 100.094000 10,009,400.00 28,150.00 U.S. TREASURY BOND 02/15/2018 1.000 10,000,000.00 10,017,968.75 100.656000 10,065,600.00 47,631.25 U.S. TREASURY BOND 01/31/2018 .875 25,000,000.00 24,936,523.44 100.465000 25,116,250.00 179,726.56 U.S. TREASURY BOND 01/15/2017 .750 25,000,000.00 25,027,343.75 100.166000 25,041,500.00 14,156.25 U.S. TREASURY BOND 02/15/2017 .625 25,000,000.00 24,978,515.63 100.108000 25,027,000.00 48,484.37 U.S. TREASURY BOND 07/31/2019 1.625 25,000,000.00 25,192,382.81 102.699000 25,674,750.00 482,367.19 U.S. TREASURY BOND 02/15/2017 .625 25,000,000.00 24,964,843.75 100.108000 25,027,000.00 62,156.25 U.S. TREASURY BOND 05/31/2019 1.500 25,000,000.00 25,110,351.56 102.258000 25,564,500.00 454,148.44 U.S. TREASURY BOND 10/31/2019 1.500 25,000,000.00 25,028,320.31 102.328000 25,582,000.00 553,679.69 U.S. TREASURY BOND 02/15/2017 .625 10,000,000.00 10,003,125.00 100.108000 10,010,800.00 7,675.00 .927 325,000,000.00 325,574,148.13 100.721092 327,343,550.00 1,769,401.87 FHLMC DISC NOTE 08/31/2016 .390 25,000,000.00 24,901,416.67 99.958000 24,989,500.00 88,083.33 FHLMC DISC NOTE 07/22/2016 .275 25,000,000.00 24,943,472.22 99.990000 24,997,500.00 54,027.78 FHLMC DISC NOTE 10/26/2016 .400 25,000,000.00 24,901,390.00 99.883000 24,970,750.00 69,360.00 FHLMC DISC NOTE 10/25/2016 .400 25,000,000.00 24,901,666.67 99.884000 24,971,000.00 69,333.33 FHLMC DISC NOTE 10/31/2016 .400 25,000,000.00 24,900,000.00 99.878000 24,969,500.00 69,500.00 FHLMC DISC NOTE 09/06/2016 .420 25,000,000.00 24,916,291.67 99.948000 24,987,000.00 70,708.33 FHLMC DISC NOTE 09/13/2016 .410 25,000,000.00 24,916,576.39 99.942000 24,985,500.00 68,923.61 FHLMC DISC NOTE 09/26/2016 .410 25,000,000.00 24,912,875.00 99.932000 24,983,000.00 70,125.00 FHLMC DISC NOTE 10/19/2016 .575 25,000,000.00 24,873,420.14 99.890000 24,972,500.00 99,079.86 FHLMC DISC NOTE 10/19/2016 .465 25,000,000.00 24,920,885.42 99.890000 24,972,500.00 51,614.58 FHLMC DISC NOTE 01/05/2017 .520 25,000,000.00 24,885,888.89 99.781000 24,945,250.00 59,361.11 FHLMC DISC NOTE 02/17/2017 .480 25,000,000.00 24,920,000.00 99.718000 24,929,500.00 9,500.00 .429 300,000,000.00 298,893,883.07 99.891167 299,673,500.00 779,616.93 FHLMC 4Yr 11/01/2016 .625 10,000,000.00 9,991,200.00 100.060000 10,006,000.00 14,800.00 FHLMC 4Yr 11/01/2016 .625 4,625,000.00 4,629,301.25 100.060000 4,627,775.00 -1,526.25 FHLMC 2YrNc1YrE 12/30/2016 .750 25,000,000.00 25,000,000.00 100.190000 25,047,500.00 47,500.00 FHLMC 3YrNc1.5YrE 06/22/2018 1.200 15,000,000.00 14,986,800.00 100.150000 15,022,500.00 35,700.00 FHLMC 3YrNc6MoE 06/22/2018 1.250 25,000,000.00 24,993,750.00 100.983000 25,245,750.00 252,000.00 FHLMC 1.5Yr 01/27/2017 .500 25,000,000.00 24,973,250.00 99.995000 24,998,750.00 25,500.00 FHLMC 1.5Yr 01/27/2017 .500 15,000,000.00 14,980,119.90 99.995000 14,999,250.00 19,130.10 FHLMC 5YrNc3MoB 10/29/2020 1.550 10,000,000.00 10,000,000.00 100.107000 10,010,700.00 10,700.00 FHLMC 5YrNc3MoB 10/29/2020 1.500 10,000,000.00 10,000,000.00 100.107000 10,010,700.00 10,700.00 FHLMC 2YrNc6MoB 10/27/2017 .750 10,000,000.00 10,000,000.00 100.236000 10,023,600.00 23,600.00 FHLMC 5YrNc3MoB 10/29/2020 1.600 10,000,000.00 10,000,000.00 100.021000 10,002,100.00 2,100.00 FHLMC 3YrNc3MoB 10/29/2018 1.250 25,000,000.00 25,000,000.00 100.042000 25,010,500.00 10,500.00 FHLMC 5YrNc3MoB 10/29/2020 1.600 15,000,000.00 15,000,000.00 100.021000 15,003,150.00 3,150.00 FHLMC 1.25Yr 01/27/2017 .500 25,000,000.00 25,015,000.00 99.995000 24,998,750.00 -16,250.00 FHLMC 3YrNc6MoB 10/29/2018 1.050 5,000,000.00 5,000,000.00 100.027000 5,001,350.00 1,350.00 FHLMC 3YrNc6MoB 10/29/2018 1.050 10,000,000.00 10,000,000.00 100.027000 10,002,700.00 2,700.00 FHLMC 2YrNc6MoE 11/16/2017 .750 15,000,000.00 15,000,000.00 100.213000 15,031,950.00 31,950.00 FHLMC 5YrNc6MoB 10/29/2020 1.125 15,000,000.00 15,000,000.00 100.028000 15,004,200.00 4,200.00 FHLMC 2Yr 12/15/2017 1.000 20,000,000.00 19,979,400.00 100.532000 20,106,400.00 127,000.00 FHLMC 5YrNc6MoB 01/28/2021 1.750 25,000,000.00 25,000,000.00 100.046000 25,011,500.00 11,500.00 FHLMC 4YrNc6MoB 01/29/2020 1.500 16,200,000.00 16,200,000.00 100.058000 16,209,396.00 9,396.00 FHLMC 5YrNc6MoB 01/29/2021 1.500 10,000,000.00 10,000,000.00 100.030000 10,003,000.00 3,000.00 FHLMC 3YrNc6MoB 02/19/2019 1.000 12,500,000.00 12,500,000.00 100.048000 12,506,000.00 6,000.00 FHLMC 3.75YrNc6MoB 11/25/2019 1.500 5,000,000.00 5,000,000.00 100.057000 5,002,850.00 2,850.00 FHLMC 13MoNc6MoE 03/09/2017 .750 10,000,000.00 10,000,000.00 100.047000 10,004,700.00 4,700.00 FHLMC 13MoNc6MoE 03/09/2017 .750 10,000,000.00 10,000,000.00 100.047000 10,004,700.00 4,700.00 FHLMC 5YrNc3MoB 02/26/2021 1.500 20,000,000.00 20,000,000.00 100.026000 20,005,200.00 5,200.00 FHLMC 1.5YrNc3Mob 08/25/2017 .800 5,000,000.00 5,000,000.00 100.039000 5,001,950.00 1,950.00 FHLMC 5YrNc6MoB 02/26/2021 1.250 10,000,000.00 10,000,000.00 100.036000 10,003,600.00 3,600.00 FHLMC 5YrNc6MoB 02/26/2021 1.250 10,000,000.00 10,000,000.00 100.051000 10,005,100.00 5,100.00 FHLMC 2.5YrNc1YrE 08/24/2018 1.000 5,000,000.00 5,000,000.00 100.105000 5,005,250.00 5,250.00 FHLMC 3.75YrNc3MoB 11/26/2019 1.470 5,000,000.00 4,994,550.00 100.050000 5,002,500.00 7,950.00 FHLMC 3YrNc1YrE 03/29/2019 1.300 9,000,000.00 9,000,000.00 100.352000 9,031,680.00 31,680.00 FHLMC 3YrNc1YrE 03/29/2019 1.270 4,000,000.00 4,000,000.00 100.268000 4,010,720.00 10,720.00 FHLMC 5YrNc6MoB 03/30/2021 1.500 10,000,000.00 10,000,000.00 100.086000 10,008,600.00 8,600.00 FHLMC 5YrNc6MoB 03/30/2021 1.500 15,000,000.00 15,000,000.00 100.103000 15,015,450.00 15,450.00 FHLMC 3.5YrNc6MoE 10/11/2019 1.500 15,000,000.00 15,000,000.00 100.255000 15,038,250.00 38,250.00 FHLMC 3YrNc6MoE 04/12/2019 1.430 25,000,000.00 25,000,000.00 100.141000 25,035,250.00 35,250.00 FHLMC 2YrNc6MoB 10/04/2018 1.120 15,000,000.00 15,000,000.00 100.059000 15,008,850.00 8,850.00 FHLMC 5YrNc6MoB 04/14/2021 1.500 20,000,000.00 20,000,000.00 100.138000 20,027,600.00 27,600.00 FHLMC 2.25YrNc6MoB 06/29/2018 1.125 5,850,000.00 5,850,000.00 100.062000 5,853,627.00 3,627.00 MMKT CUSIP Month End Portfolio Holdings Fund: 1 POOL FUND Yield To Maturity Modified Duration Years To Maturity WFJXX .424 .003 .003 FIPXX .457 .003 .003 POIXX .428 .003 .003 CJPXX .414 .003 .003 FRGXX .298 .003 .003 WFFXX .265 .003 .003 GOFXX .277 .003 .003 CASH .460 .003 .003 .371 .003 .003 CALTRUST FND CLTR .730 .003 .003 .730 .003 .003 DDA/PASSBK CASH .310 .003 .003 .310 .003 .003 LOCAL AGCY OBLIG LAO 1.173 1.996 3.962 1.173 1.996 3.962 US TREAS BILLS 912796HE2 .374 .210 .211 912796GW3 .366 .057 .058 912796JT7 .512 .896 .901 .441 .514 .517 US TREAS BONDS 912828TB6 .932 .993 1.000 912828WH9 .752 .870 .874 912828SC5 .641 .579 .589 912828VR8 .381 .126 .126 912828B74 .596 .622 .630 912828A91 .433 .539 .545 912828TS9 .723 1.241 1.252 912828H94 .920 1.603 1.630 912828UJ7 .990 1.563 1.589 912828A91 .655 .538 .545 912828B74 .695 .621 .630 912828WW6 1.409 2.979 3.085 912828B74 .742 .621 .630 912828WL0 1.370 2.842 2.918 912828F62 1.470 3.232 3.337 912828B74 .594 .622 .630 .851 1.284 1.314 FHLMC DISC NOTES 313396E25 .392 .169 .170 313396ZS5 .276 .060 .060 313396M26 .402 .322 .323 313396L92 .402 .319 .321 313396M75 .402 .335 .337 313396E82 .421 .185 .186 313396F73 .411 .204 .205 313396H48 .411 .240 .241 313396L35 .578 .302 .304 313396L35 .466 .302 .304 313397AE1 .522 .515 .518 313397BZ3 .482 .632 .636 .430 .299 .300 FHLMC BONDS 3134G3S50 .647 .338 .340 3134G3S50 .600 .338 .340 3134G5WA9 .750 .499 .501 3134G7AE1 1.230 1.948 1.978 3134G66M0 1.259 1.947 1.978 3137EADU0 .570 .572 .578 3137EADU0 .592 .572 .578 3134G7U90 1.550 4.162 4.334 3134G7U33 1.500 4.168 4.334 3134G7V24 .750 1.314 1.326 3134G7V73 1.600 4.157 4.334 3134G7Z20 1.250 2.285 2.332 3134G7V73 1.600 4.157 4.334 3137EADU0 .453 .572 .578 3134G72T7 1.050 2.293 2.332 3134G72T7 1.050 2.293 2.332 3134G73L3 .750 1.367 1.381 3134G7S77 1.125 4.208 4.334 3137EADX4 1.051 1.446 1.460 3134G8FD6 1.750 4.349 4.584 3134G8GU7 1.500 3.452 3.584 3134G8HH5 1.500 4.383 4.586 3134G8J26 1.000 2.586 2.641 3134G8K99 1.500 3.312 3.405 3134G8LG2 .750 .687 .690 3134G8LG2 .750 .687 .690 3134G8LU1 1.500 4.458 4.663 3134G8L49 .800 1.142 1.153 3134G8KU2 1.250 4.490 4.663 3134G8L31 1.250 4.490 4.663 3134G8L64 1.000 2.115 2.151 3134G8N62 1.500 3.316 3.408 3134G8QE2 1.300 2.682 2.745 3134G8QB8 1.270 2.683 2.745 3134G8QQ5 1.500 4.552 4.751 3136G3FV2 1.500 4.552 4.751 3134G8TG4 1.500 3.180 3.282 3134G8T82 1.430 2.711 2.784 3134G8TU3 1.120 2.221 2.263 3134G8VG1 1.500 4.590 4.792 3134G8V97 1.125 1.969 1.997 COUNTY OF RIVERISIDE TREASURER-TAX COLLECTOR 777 Description Maturity Date Coupon Par Value Book Value Market Price Market Value Unrealized Gain/Loss CUSIP Month End Portfolio Holdings Yield To Maturity Modified Duration Years To Maturity FHLMC 1.5YrNc6MoB 10/13/2017 .850 15,000,000.00 15,000,000.00 100.067000 15,010,050.00 10,050.00 FHLMC 5YrNc6MoB 04/21/2021 1.500 7,835,000.00 7,835,000.00 100.073000 7,840,719.55 5,719.55 FHLMC 1.5YrNc6MoB 10/13/2017 .850 10,000,000.00 10,000,000.00 100.067000 10,006,700.00 6,700.00 FHLMC 4YrNc6MoB 07/28/2020 1.300 15,000,000.00 15,000,000.00 100.055000 15,008,250.00 8,250.00 FHLMC 1.5YrNc3MoB 10/27/2017 .825 25,000,000.00 25,000,000.00 100.016000 25,004,000.00 4,000.00 FHLMC 1.5YrNc6MoB 10/27/2017 .850 10,000,000.00 10,000,000.00 100.069000 10,006,900.00 6,900.00 FHLMC 5YrNc6MoB 04/28/2021 1.500 12,500,000.00 12,500,000.00 100.078000 12,509,750.00 9,750.00 FHLMC 5YrNc6MoB 04/28/2021 1.250 10,000,000.00 10,000,000.00 100.050000 10,005,000.00 5,000.00 FHLMC 4YrNc6MoB 08/10/2020 1.350 15,000,000.00 15,000,000.00 100.097000 15,014,550.00 14,550.00 FHLMC 3.5YrNc3MoB 11/12/2019 1.000 10,425,000.00 10,425,000.00 100.015000 10,426,563.75 1,563.75 FHLMC 5YrNc6MoB 04/28/2021 1.500 8,700,000.00 8,700,000.00 100.067000 8,705,829.00 5,829.00 FHLMC 5YrNc3MoB 05/26/2021 1.600 15,000,000.00 15,000,000.00 100.073000 15,010,950.00 10,950.00 FHLMC 5YrNc3MoB 05/17/2021 1.500 25,000,000.00 25,000,000.00 100.070000 25,017,500.00 17,500.00 FHLMC 5YrNc3MoB 05/26/2021 1.650 15,000,000.00 15,000,000.00 100.166000 15,024,900.00 24,900.00 FHLMC 5YrNc3MoB 05/26/2021 1.700 11,380,000.00 11,380,000.00 100.062000 11,387,055.60 7,055.60 FHLMC 5YrNc3MoB 06/09/2021 1.600 15,000,000.00 15,000,000.00 100.046000 15,006,900.00 6,900.00 FHLMC 5YrNc3MoB 05/25/2021 1.500 20,000,000.00 20,000,000.00 100.026000 20,005,200.00 5,200.00 FHLMC 5YrNc3MoB 06/30/2021 1.600 18,000,000.00 18,000,000.00 100.053000 18,009,540.00 9,540.00 FHLMC 5YrNc3MoB 06/30/2021 1.750 25,000,000.00 25,000,000.00 100.080000 25,020,000.00 20,000.00 FHLMC 5YrNc3MoB 06/30/2021 1.750 20,000,000.00 20,000,000.00 100.080000 20,016,000.00 16,000.00 FHLMC 5YrNc3MoB 06/16/2021 1.500 15,000,000.00 14,997,000.00 100.046000 15,006,900.00 9,900.00 FHLMC 3YrNc3MoB 06/20/2019 1.000 15,000,000.00 15,000,000.00 100.061000 15,009,150.00 9,150.00 FHLMC 3YrNc3MoB 06/14/2019 1.000 12,500,000.00 12,500,000.00 100.039000 12,504,875.00 4,875.00 FHLMC 5YrNc3MoB 06/30/2021 1.600 8,390,000.00 8,390,000.00 100.053000 8,394,446.70 4,446.70 FHLMC 5YrNc3MoB 06/30/2021 1.500 15,000,000.00 15,000,000.00 100.041000 15,006,150.00 6,150.00 FHLMC 5YrNc6MoB 06/30/2021 1.300 15,000,000.00 15,000,000.00 100.033000 15,004,950.00 4,950.00 FHLMC 5YrNc3MoB 06/30/2021 1.500 10,000,000.00 10,000,000.00 100.004000 10,000,400.00 400.00 FHLMC 3.5YrNc3MoB 12/30/2019 1.000 15,000,000.00 15,000,000.00 100.034000 15,005,100.00 5,100.00 1.245 961,905,000.00 961,820,371.15 100.105284 962,917,727.60 1,097,356.45 FNMA DISC NOTE 08/17/2016 .270 25,000,000.00 24,940,937.50 99.967000 24,991,750.00 50,812.50 FNMA DISC NOTE 07/18/2016 .250 25,000,000.00 24,950,520.83 99.992000 24,998,000.00 47,479.17 FNMA DISC NOTE 09/23/2016 .300 25,000,000.00 24,927,083.33 99.935000 24,983,750.00 56,666.67 FNMA DISC NOTE 08/18/2016 .280 25,000,000.00 24,939,916.67 99.967000 24,991,750.00 51,833.33 FNMA DISC NOTE 07/18/2016 .265 15,500,000.00 15,469,307.85 99.992000 15,498,760.00 29,452.15 FNMA DISC NOTE 07/22/2016 .250 25,000,000.00 24,953,645.83 99.990000 24,997,500.00 43,854.17 FNMA DISC NOTE 10/11/2016 .660 25,000,000.00 24,862,500.00 99.898000 24,974,500.00 112,000.00 FNMA DISC NOTE 10/12/2016 .640 25,000,000.00 24,871,555.56 99.897000 24,974,250.00 102,694.44 FNMA DISC NOTE 10/26/2016 .610 25,217,000.00 25,088,386.30 99.883000 25,187,496.11 99,109.81 FNMA DISC NOTE 01/17/2017 .530 15,000,000.00 14,946,558.33 99.767000 14,965,050.00 18,491.67 FNMA DISC NOTE 01/25/2017 .530 15,000,000.00 14,944,791.67 99.757000 14,963,550.00 18,758.33 FNMA DISC NOTE 01/25/2017 .530 25,000,000.00 24,907,986.11 99.757000 24,939,250.00 31,263.89 FNMA DISC NOTE 05/12/2017 .550 25,000,000.00 24,876,250.00 99.536000 24,884,000.00 7,750.00 .435 295,717,000.00 294,679,439.98 99.875762 295,349,606.11 670,166.13 FNMA 3.5YrNc6MoB 12/27/2016 .680 12,000,000.00 12,006,600.00 100.078000 12,009,360.00 2,760.00 FNMA 1Yr 07/05/2016 .375 25,000,000.00 24,991,750.00 100.000000 25,000,000.00 8,250.00 FNMA 1.25Yr 09/06/2016 .520 20,255,000.00 20,265,390.82 100.019000 20,258,848.45 -6,542.37 FNMA 1.25Yr 08/26/2016 .625 25,000,000.00 25,044,750.00 100.023000 25,005,750.00 -39,000.00 FNMA 10.5Mo 07/05/2016 .375 16,597,000.00 16,597,000.00 100.000000 16,597,000.00 0.00 FNMA 5YrNc6MoB 10/29/2020 1.500 10,000,000.00 10,000,000.00 100.024000 10,002,400.00 2,400.00 FNMA 5YrNc6MoB 10/29/2020 1.500 15,855,000.00 15,855,000.00 100.037000 15,860,866.35 5,866.35 FNMA 3YrNc1YrE 11/28/2018 1.200 5,000,000.00 5,000,000.00 100.197000 5,009,850.00 9,850.00 FNMA 3YrNc1YrE 11/28/2018 1.200 5,000,000.00 5,000,000.00 100.197000 5,009,850.00 9,850.00 FNMA 3YrNc1YrE 11/28/2018 1.200 5,000,000.00 5,000,000.00 100.197000 5,009,850.00 9,850.00 FNMA 4YrNc6MoB 04/29/2020 1.500 15,000,000.00 15,000,000.00 100.032000 15,004,800.00 4,800.00 FNMA 5YrNc6MoB 01/29/2021 1.500 8,770,000.00 8,770,000.00 100.035000 8,773,069.50 3,069.50 FNMA 5YrNc6MoB 02/19/2021 1.500 6,500,000.00 6,500,000.00 100.064000 6,504,160.00 4,160.00 FNMA 4YrNc6MoB 02/19/2020 1.350 15,000,000.00 15,000,000.00 100.031000 15,004,650.00 4,650.00 FNMA 5YrNc6MoB 02/26/2021 1.125 15,000,000.00 15,000,000.00 100.011000 15,001,650.00 1,650.00 FNMA 4YrNC6MoB 03/09/2020 1.000 10,000,000.00 10,000,000.00 100.040000 10,004,000.00 4,000.00 FNMA 4YrNc6MoB 03/09/2020 1.300 15,000,000.00 15,000,000.00 100.049000 15,007,350.00 7,350.00 FNMA 4YrNc6MoB 03/30/2020 1.250 10,000,000.00 10,000,000.00 100.107000 10,010,700.00 10,700.00 FNMA 3YrNc6MoB 03/29/2019 1.000 20,000,000.00 20,000,000.00 100.088000 20,017,600.00 17,600.00 FNMA 5YrNc6MoB 03/30/2021 1.375 15,000,000.00 15,000,000.00 100.007000 15,001,050.00 1,050.00 FNMA 3.75YrNc6MoB 12/30/2019 1.510 5,000,000.00 5,000,000.00 100.085000 5,004,250.00 4,250.00 FNMA 3.75YrNc6MoB 12/30/2019 1.510 5,000,000.00 5,000,000.00 100.085000 5,004,250.00 4,250.00 FNMA 4YrNc6MoB 04/07/2020 1.300 15,000,000.00 15,000,000.00 100.095000 15,014,250.00 14,250.00 FNMA 5YrNc6MoB 06/09/2021 1.550 15,000,000.00 15,000,000.00 100.162000 15,024,300.00 24,300.00 FNMA 3.5YrNc6MoB 12/16/2019 1.500 5,000,000.00 5,000,000.00 100.017000 5,000,850.00 850.00 FNMA 4.25YrNc6MoB 09/09/2020 1.400 15,000,000.00 15,000,000.00 100.078000 15,011,700.00 11,700.00 FNMA 4YrNc6MoB 06/30/2020 1.150 20,000,000.00 20,000,000.00 100.051000 20,010,200.00 10,200.00 FNMA 3.25YrNc6MoB 09/30/2019 1.250 7,500,000.00 7,500,000.00 99.977000 7,498,275.00 -1,725.00 1.093 357,477,000.00 357,530,490.82 100.051438 357,660,879.30 130,388.48 FHLB DISC NOTE 07/15/2016 .380 10,000,000.00 9,963,794.44 99.991833 9,999,183.33 35,388.89 FHLB DISC NOTE 09/06/2016 .450 25,000,000.00 24,886,562.50 99.951611 24,987,902.78 101,340.28 FHLB DISC NOTE 07/06/2016 .390 25,000,000.00 24,918,750.00 99.997083 24,999,270.83 80,520.83 FHLB DISC NOTE 08/15/2016 .290 25,000,000.00 24,938,375.00 99.973750 24,993,437.50 55,062.50 FHLB DISC NOTE 07/01/2016 .340 25,000,000.00 24,943,097.22 100.000000 25,000,000.00 56,902.78 FHLB DISC NOTE 07/15/2016 .340 25,000,000.00 24,939,791.67 99.991833 24,997,958.33 58,166.66 FHLB DISC NOTE 07/05/2016 .340 25,000,000.00 24,942,625.00 99.997667 24,999,416.67 56,791.67 FHLB DISC NOTE 07/06/2016 .340 25,000,000.00 24,942,388.89 99.997083 24,999,270.83 56,881.94 FHLB DISC NOTE 09/13/2016 .480 25,000,000.00 24,898,000.00 99.946556 24,986,638.89 88,638.89 FHLB DISC NOTE 10/21/2016 .558 24,783,000.00 24,658,923.91 99.906667 24,759,869.20 100,945.29 FHLB DISC NOTE 10/03/2016 .620 25,000,000.00 24,870,833.33 99.921667 24,980,416.67 109,583.34 FHLB DISC NOTE 01/26/2017 .550 25,000,000.00 24,872,048.61 99.779389 24,944,847.22 72,798.61 FHLB DISC NOTE 08/31/2016 .505 25,000,000.00 24,936,524.31 99.955944 24,988,986.11 52,461.80 FHLB DISC NOTE 01/26/2017 .600 18,000,000.00 17,901,300.00 99.779389 17,960,290.00 58,990.00 FHLB DISC NOTE 01/05/2017 .600 7,000,000.00 6,964,066.67 99.801556 6,986,108.89 22,042.22 FHLB DISC NOTE 01/10/2017 .630 15,000,000.00 14,920,725.00 99.796278 14,969,441.67 48,716.67 FHLB DISC NOTE 01/10/2017 .630 15,000,000.00 14,920,725.00 99.796278 14,969,441.67 48,716.67 FHLB DISC NOTE 10/12/2016 .445 25,000,000.00 24,941,902.78 99.914167 24,978,541.67 36,638.89 FHLB DISC NOTE 02/08/2017 .570 20,000,000.00 19,904,050.00 99.765667 19,953,133.33 49,083.33 FHLB DISC NOTE 02/03/2017 .570 5,000,000.00 4,976,487.50 99.770944 4,988,547.22 12,059.72 FHLB DISC NOTE 09/14/2016 .420 25,000,000.00 24,954,791.67 99.945833 24,986,458.33 31,666.66 FHLB DISC NOTE 01/05/2017 .530 5,000,000.00 4,980,272.22 99.801556 4,990,077.78 9,805.56 FHLB DISC NOTE 01/09/2017 .530 25,000,000.00 24,899,888.89 99.797333 24,949,333.33 49,444.44 FHLB DISC NOTE 01/17/2017 .530 25,000,000.00 24,898,048.61 99.788889 24,947,222.22 49,173.61 FHLB DISC NOTE 01/17/2017 .530 25,000,000.00 24,898,048.61 99.788889 24,947,222.22 49,173.61 3134G8WC9 .850 1.274 1.288 3134G8VB2 1.500 4.610 4.811 3134G8WC9 .850 1.274 1.288 3134G8X20 1.300 3.938 4.079 3134G8YS2 .825 1.313 1.326 3134G8X61 .850 1.313 1.326 3134G8XU8 1.500 4.629 4.830 3134G8XM6 1.250 4.661 4.830 3134G9AN7 1.350 3.966 4.115 3134G9BF3 1.000 3.298 3.370 3134G8YZ6 1.500 4.629 4.830 3134G9CH8 1.600 4.693 4.907 3134G9EY9 1.500 4.681 4.882 3134G9EX1 1.650 4.687 4.907 3134G9FA0 1.700 4.680 4.907 3134G9JX6 1.600 4.729 4.945 3134G9JW8 1.500 4.703 4.904 3134G9MD6 1.600 4.787 5.003 3134G9PL5 1.750 4.768 5.003 3134G9PL5 1.750 4.768 5.003 3134G9NU7 1.504 4.761 4.964 3134G9PC5 1.000 2.921 2.973 3134G9QP5 1.000 2.904 2.956 3134G9MD6 1.600 4.787 5.003 3134G9UM7 1.500 4.800 5.003 3134G9VA2 1.300 4.826 5.003 3134G9UX3 1.500 4.800 5.003 3134G9UH8 1.000 3.431 3.501 1.249 3.165 3.281 FNMA DISC NOTES 313588C45 .271 .131 .132 313588ZN8 .250 .049 .049 313588G90 .301 .232 .233 313588C52 .281 .134 .134 313588ZN8 .266 .049 .049 313588ZS7 .250 .060 .060 313588K38 .664 .280 .282 313588K46 .643 .283 .285 313588M28 .613 .321 .323 313589AS2 .532 .547 .551 313589BA0 .532 .569 .573 313589BA0 .532 .569 .573 313589FM0 .553 .860 .866 .437 .306 .308 FNMA BONDS 3136G14F3 .665 .491 .493 3135G0XP3 .405 .014 .014 3133EESQ4 .479 .186 .186 3135G0YE7 .477 .156 .156 3135G0XP3 .375 .014 .014 3136G2PM3 1.500 4.168 4.334 3136G2QT7 1.500 4.168 4.334 3136G2SX6 1.200 2.367 2.414 3136G2SX6 1.200 2.367 2.414 3136G2SX6 1.200 2.367 2.414 3136G2WL7 1.500 3.700 3.833 3136G2W45 1.500 4.383 4.586 3136G2X44 1.500 4.439 4.644 3136G2XR3 1.350 3.520 3.641 3136G2YT8 1.125 4.506 4.663 3136G2ZB6 1.000 3.605 3.693 3136G3BX2 1.300 3.579 3.693 3136G3EH4 1.250 3.641 3.751 3136G3EE1 1.000 2.697 2.745 3136G3DV4 1.375 4.568 4.751 3136G3EM3 1.510 3.408 3.501 3136G3EM3 1.510 3.408 3.501 3136G3HL2 1.300 3.656 3.773 3136G3PB5 1.550 4.735 4.945 3136G3RL1 1.500 3.359 3.463 3136G3SG1 1.400 4.061 4.197 3136G3TG0 1.150 3.898 4.003 3136G3SY2 1.250 3.166 3.252 1.082 2.766 2.857 FHLB DISC NOTES 313384ZK8 .381 .041 .041 313384E88 .452 .185 .186 313384ZA0 .391 .016 .016 313384C23 .291 .126 .126 313384YV5 .341 .003 .003 313384ZK8 .341 .041 .041 313384YZ6 .341 .014 .014 313384ZA0 .341 .016 .016 313384F79 .482 .204 .205 313384L56 .561 .308 .310 313384J34 .623 .258 .260 313385BB1 .553 .572 .575 313384E21 .506 .169 .170 313385BB1 .603 .572 .575 313397AE1 .603 .514 .518 313385AK2 .633 .528 .532 313385AK2 .633 .528 .532 313384K40 .446 .283 .285 313385BQ8 .573 .607 .611 313385BK1 .573 .593 .597 313384F87 .421 .207 .208 313385AE6 .532 .515 .518 313385AJ5 .532 .526 .529 313385AS5 .532 .547 .551 313385AS5 .532 .547 .551 COUNTY OF RIVERISIDE TREASURER-TAX COLLECTOR 878 Description Maturity Date Coupon Par Value Book Value Market Price Market Value Unrealized Gain/Loss CUSIP Month End Portfolio Holdings Yield To Maturity Modified Duration Years To Maturity FHLB DISC NOTE 02/17/2017 .560 25,000,000.00 24,882,555.56 99.756167 24,939,041.67 56,486.11 FHLB DISC NOTE 01/20/2017 .530 15,000,000.00 14,939,491.67 99.785722 14,967,858.33 28,366.66 FHLB DISC NOTE 01/19/2017 .530 25,000,000.00 24,901,361.11 99.786778 24,946,694.44 45,333.33 FHLB DISC NOTE 02/15/2017 .540 25,000,000.00 24,889,750.00 99.758278 24,939,569.44 49,819.44 FHLB DISC NOTE 02/21/2017 .570 35,000,000.00 34,833,750.00 99.751944 34,913,180.56 79,430.56 FHLB DISC NOTE 02/21/2017 .570 25,000,000.00 24,883,625.00 99.751944 24,937,986.11 54,361.11 FHLB DISC NOTE 01/10/2017 .465 25,000,000.00 24,933,156.25 99.796278 24,949,069.44 15,913.19 FHLB DISC NOTE 10/12/2016 .400 25,000,000.00 24,968,333.33 99.914167 24,978,541.67 10,208.34 FHLB DISC NOTE 10/12/2016 .400 25,000,000.00 24,968,333.33 99.914167 24,978,541.67 10,208.34 FHLB DISC NOTE 02/01/2017 .520 25,000,000.00 24,919,833.33 99.773056 24,943,263.89 23,430.56 FHLB DISC NOTE 10/03/2016 .410 25,000,000.00 24,971,243.06 99.921667 24,980,416.67 9,173.61 FHLB DISC NOTE 06/29/2017 .550 25,000,000.00 24,860,972.22 99.445000 24,861,250.00 277.78 .485 819,783,000.00 816,824,426.69 99.855502 818,598,430.58 1,774,003.89 FHLB 5YrNc3MoB 06/19/2018 1.000 750,000.00 750,000.00 100.022000 750,165.00 165.00 FHLB 5YrNc3MoB 06/19/2018 1.000 750,000.00 750,000.00 100.022000 750,165.00 165.00 FHLB 5YrNc3MoB 06/19/2018 1.000 750,000.00 750,000.00 100.022000 750,165.00 165.00 FHLB 5YrNc3MoB 06/19/2018 1.000 1,500,000.00 1,500,000.00 100.022000 1,500,330.00 330.00 FHLB 5YrNc3MoB 06/20/2018 1.250 3,719,720.08 3,719,720.08 100.142000 3,725,002.08 5,282.00 FHLB 2YrNc1YrE 07/06/2017 .910 10,000,000.00 10,000,000.00 100.005000 10,000,500.00 500.00 FHLB 1Yr 07/28/2016 .375 9,700,000.00 9,697,963.00 100.008000 9,700,776.00 2,813.00 FHLB 2.5YrNc1YrE 02/26/2018 1.100 15,000,000.00 15,000,000.00 100.042000 15,006,300.00 6,300.00 FHLB 3.25YrNc1YrE 11/26/2018 1.300 10,000,000.00 9,996,800.00 100.099000 10,009,900.00 13,100.00 FHLB 1YrNc7MoE 09/09/2016 .510 10,000,000.00 10,004,300.00 100.026000 10,002,600.00 -1,700.00 FHLB 1YrNc3MoB 11/25/2016 .550 25,000,000.00 25,000,000.00 100.009000 25,002,250.00 2,250.00 FHLB 2Yr 12/01/2017 1.020 10,000,000.00 10,000,000.00 100.558000 10,055,800.00 55,800.00 FHLB 1Yr 12/14/2016 .750 15,370,000.00 15,360,624.30 100.135000 15,390,749.50 30,125.20 FHLB 3YrNc1YrE 12/28/2018 1.360 15,000,000.00 15,000,000.00 100.326000 15,048,900.00 48,900.00 FHLB 3.25YrNc6MoB 04/29/2019 1.550 10,000,000.00 10,000,000.00 100.061000 10,006,100.00 6,100.00 FHLB 1YrNc3MoB 02/17/2017 .720 25,000,000.00 25,000,000.00 100.030000 25,007,500.00 7,500.00 FHLB 1.5Yr 05/24/2017 .875 25,000,000.00 25,046,250.00 100.271000 25,067,750.00 21,500.00 FHLB 2.5YrNc1YrE 09/28/2018 1.100 5,000,000.00 5,000,000.00 100.167000 5,008,350.00 8,350.00 FHLB 2.5YrNc6MoE 09/28/2018 1.125 15,000,000.00 15,000,000.00 100.092000 15,013,800.00 13,800.00 FHLB 5Yr 04/05/2021 1.375 5,000,000.00 4,996,350.00 100.880000 5,044,000.00 47,650.00 FHLB 4Yr 04/06/2020 1.200 10,000,000.00 9,996,000.00 100.652000 10,065,200.00 69,200.00 FHLB 1YrNc3MoB 04/28/2017 .650 25,000,000.00 25,000,000.00 99.959000 24,989,750.00 -10,250.00 FHLB 1YrNc3MoB 04/28/2017 .650 15,000,000.00 15,000,000.00 99.959000 14,993,850.00 -6,150.00 FHLB 1YrNc3MoB 04/28/2017 .650 10,000,000.00 10,000,000.00 99.959000 9,995,900.00 -4,100.00 FHLB 1YrNc3MoB 06/30/2017 .650 50,000,000.00 50,000,000.00 100.020000 50,010,000.00 10,000.00 FHLB 1YrNc7MoE 07/20/2017 .750 15,000,000.00 15,000,000.00 100.089000 15,013,350.00 13,350.00 FHLB 1YrNc7MoE 07/20/2017 .750 25,000,000.00 25,000,000.00 100.089000 25,022,250.00 22,250.00 FHLB 1YrNc7MoE 07/20/2017 .750 10,000,000.00 10,000,000.00 100.089000 10,008,900.00 8,900.00 .834 372,539,720.08 372,568,007.38 100.107527 372,940,302.58 372,295.20 FFCB DISC NOTE 07/25/2016 .410 15,000,000.00 14,940,208.50 99.989000 14,998,350.00 58,141.50 FFCB DISC NOTE 07/25/2016 .410 25,000,000.00 24,900,631.94 99.989000 24,997,250.00 96,618.06 FFCB DISC NOTE 09/01/2016 .440 25,000,000.00 24,888,472.22 99.952000 24,988,000.00 99,527.78 FFCB DISC NOTE 09/01/2016 .440 25,000,000.00 24,889,083.33 99.952000 24,988,000.00 98,916.67 FFCB DISC NOTE 09/13/2016 .360 50,000,000.00 49,832,000.00 99.942000 49,971,000.00 139,000.00 FFCB DISC NOTE 08/29/2016 .330 25,000,000.00 24,926,895.83 99.959000 24,989,750.00 62,854.17 FFCB DISC NOTE 09/12/2016 .340 25,000,000.00 24,921,375.00 99.943000 24,985,750.00 64,375.00 FFCB DISC NOTE 07/27/2016 .310 25,000,000.00 24,939,506.94 99.988000 24,997,000.00 57,493.06 FFCB DISC NOTE 07/27/2016 .310 25,000,000.00 24,939,506.94 99.988000 24,997,000.00 57,493.06 FFCB DISC NOTE 07/29/2016 .310 25,000,000.00 24,939,291.67 99.987000 24,996,750.00 57,458.33 FFCB DISC NOTE 09/07/2016 .340 25,000,000.00 24,923,972.22 99.947000 24,986,750.00 62,777.78 FFCB DISC NOTE 07/06/2016 .300 9,500,000.00 9,479,654.17 99.998000 9,499,810.00 20,155.83 FFCB DISC NOTE 10/13/2016 .460 25,000,000.00 24,890,430.56 99.896000 24,974,000.00 83,569.44 FFCB DISC NOTE 07/28/2016 .390 25,000,000.00 24,927,958.33 99.987000 24,996,750.00 68,791.67 FFCB DISC NOTE 10/17/2016 .650 10,000,000.00 9,950,166.67 99.892000 9,989,200.00 39,033.33 FFCB DISC NOTE 10/17/2016 .650 25,000,000.00 24,877,222.22 99.892000 24,973,000.00 95,777.78 FFCB DISC NOTE 10/17/2016 .650 15,000,000.00 14,926,333.33 99.892000 14,983,800.00 57,466.67 FFCB DISC NOTE 12/23/2016 .550 27,000,000.00 26,874,600.00 99.806000 26,947,620.00 73,020.00 FFCB DISC NOTE 01/18/2017 .560 15,000,000.00 14,933,033.33 99.766000 14,964,900.00 31,866.67 FFCB DISC NOTE 02/22/2017 .600 10,000,000.00 9,946,333.33 99.712000 9,971,200.00 24,866.67 FFCB DISC NOTE 01/18/2017 .540 25,000,000.00 24,895,375.00 99.766000 24,941,500.00 46,125.00 FFCB DISC NOTE 02/16/2017 .560 25,000,000.00 24,880,611.11 99.719000 24,929,750.00 49,138.89 FFCB DISC NOTE 01/12/2017 .530 15,000,000.00 14,941,037.50 99.773000 14,965,950.00 24,912.50 FFCB DISC NOTE 01/12/2017 .530 10,000,000.00 9,960,838.89 99.773000 9,977,300.00 16,461.11 FFCB DISC NOTE 01/12/2017 .530 15,000,000.00 14,941,258.33 99.773000 14,965,950.00 24,691.67 FFCB DISC NOTE 01/12/2017 .530 10,000,000.00 9,960,838.89 99.773000 9,977,300.00 16,461.11 FFCB DISC NOTE 02/02/2017 .550 20,000,000.00 19,912,305.56 99.736000 19,947,200.00 34,894.44 FFCB DISC NOTE 02/02/2017 .550 10,000,000.00 9,956,305.56 99.736000 9,973,600.00 17,294.44 FFCB DISC NOTE 02/02/2017 .550 15,000,000.00 14,934,458.33 99.736000 14,960,400.00 25,941.67 FFCB DISC NOTE 02/02/2017 .550 15,000,000.00 14,934,458.33 99.736000 14,960,400.00 25,941.67 FFCB DISC NOTE 01/27/2017 .530 20,000,000.00 19,918,733.33 99.807000 19,961,400.00 42,666.67 FFCB DISC NOTE 01/27/2017 .530 20,000,000.00 19,919,027.78 99.807000 19,961,400.00 42,372.22 FFCB DISC NOTE 02/13/2017 .560 25,000,000.00 24,888,777.78 99.723000 24,930,750.00 41,972.22 FFCB DISC NOTE 02/09/2017 .550 25,000,000.00 24,893,437.50 99.727000 24,931,750.00 38,312.50 FFCB DISC NOTE 02/17/2017 .500 5,000,000.00 4,983,194.44 99.718000 4,985,900.00 2,705.56 FFCB DISC NOTE 05/10/2017 .610 25,000,000.00 24,864,020.83 99.539000 24,884,750.00 20,729.17 FFCB DISC NOTE 06/01/2017 .570 15,000,000.00 14,919,963.00 99.488000 14,923,200.00 3,237.00 FFCB DISC NOTE 02/14/2017 .460 20,000,000.00 19,941,222.22 99.721000 19,944,200.00 2,977.78 FFCB DISC NOTE 06/01/2017 .570 25,000,000.00 24,866,604.17 99.488000 24,872,000.00 5,395.83 .476 791,500,000.00 788,359,145.08 99.834565 790,190,580.00 1,831,434.92 FFCB 5Yr 10/10/2019 .515 15,000,000.00 15,000,000.00 99.429000 14,914,350.00 -85,650.00 FFCB 5Yr 10/10/2019 .515 25,000,000.00 25,000,000.00 99.429000 24,857,250.00 -142,750.00 FFCB 5Yr 10/10/2019 .515 10,000,000.00 9,997,560.00 99.429000 9,942,900.00 -54,660.00 FFCB 1.25Yr 09/16/2016 .450 10,000,000.00 10,000,000.00 100.002000 10,000,200.00 200.00 FFCB 2Yr 04/21/2017 .600 10,000,000.00 10,000,000.00 100.008000 10,000,800.00 800.00 FFCB 2Yr 05/08/2017 .650 15,000,000.00 14,991,000.00 100.044000 15,006,600.00 15,600.00 FFCB 1.5Yr 01/13/2017 .500 10,000,000.00 10,000,000.00 99.995000 9,999,500.00 -500.00 FFCB 1.5Yr 02/06/2017 .590 10,000,000.00 10,000,000.00 100.033000 10,003,300.00 3,300.00 FFCB 1.5Yr 02/06/2017 .590 10,000,000.00 10,000,000.00 100.033000 10,003,300.00 3,300.00 FFCB 1.5Yr 02/06/2017 .590 15,000,000.00 14,989,950.00 100.033000 15,004,950.00 15,000.00 FFCB 3YrNc3MoA 10/15/2018 1.110 5,000,000.00 5,000,000.00 100.002000 5,000,100.00 100.00 FFCB 2Yr 09/25/2017 .900 25,250,000.00 25,371,578.75 100.338000 25,335,345.00 -36,233.75 FFCB 2Yr 05/22/2017 .625 15,650,000.00 15,669,343.40 100.015000 15,652,347.50 -16,995.90 FFCB 1.25Yr 01/13/2017 .430 24,000,000.00 23,994,480.00 99.957000 23,989,680.00 -4,800.00 FFCB 1.5 Yr 04/21/2017 .500 25,000,000.00 24,987,765.25 99.928000 24,982,000.00 -5,765.25 313385BZ8 .563 .632 .636 313385AV8 .532 .556 .559 313385AU0 .532 .553 .556 313385BX3 .542 .626 .630 313385CD6 .573 .642 .647 313385CD6 .573 .642 .647 313385AK2 .466 .529 .532 313384K40 .401 .284 .285 313384K40 .401 .284 .285 313385BH8 .522 .588 .592 313384J34 .410 .259 .260 313385HM1 .553 .991 .997 .487 .383 .385 FHLB BONDS 313383CP4 1.000 1.947 1.970 313383CP4 1.000 1.947 1.970 313383CP4 1.000 1.947 1.970 313383CP4 1.000 1.947 1.970 313383EP2 1.250 1.942 1.973 3130A5M30 .910 1.005 1.016 3130A64L8 .396 .077 .077 3130A66H5 1.100 1.630 1.660 3130A67G6 1.310 2.358 2.408 3130A6BD8 .469 .194 .195 3130A6R74 .550 .404 .405 3130A6V95 1.020 1.405 1.422 3130A6VS3 .811 .455 .458 3130A6W94 1.360 2.444 2.496 3130A6ZW0 1.550 2.752 2.830 3130A7BY0 .720 .627 .636 3130A1NN4 .728 .895 .899 3130A7H57 1.100 2.205 2.247 3130A7GQ2 1.125 2.204 2.247 3130A7PV1 1.390 4.581 4.767 3130A7PU3 1.210 3.662 3.770 3130A7TT2 .650 .823 .827 3130A7TT2 .650 .823 .827 3130A7TT2 .650 .823 .827 3130A8JR5 .650 .995 1.000 3130A8L35 .750 1.046 1.055 3130A8L35 .750 1.046 1.055 3130A8L35 .750 1.046 1.055 .827 1.224 1.243 FFCB DISC NOTES 313312ZV5 .412 .068 .068 313312ZV5 .412 .068 .068 313312E30 .442 .172 .173 313312E30 .442 .172 .173 313312F70 .361 .205 .205 313312D80 .331 .164 .164 313312F62 .341 .202 .203 313312ZX1 .311 .074 .074 313312ZX1 .311 .074 .074 313312ZZ6 .311 .079 .079 313312E97 .341 .188 .189 313312ZA1 .301 .016 .016 313312K58 .462 .286 .288 313312ZY9 .391 .076 .077 313312K90 .653 .296 .299 313312K90 .653 .296 .299 313312K90 .653 .296 .299 313312U40 .553 .479 .482 313313AT5 .563 .550 .553 313313CE6 .603 .645 .649 313313AT5 .542 .550 .553 313313BY3 .563 .629 .633 313313AM0 .532 .534 .537 313313AM0 .532 .534 .537 313313AM0 .532 .534 .537 313313AM0 .532 .534 .537 313313BJ6 .552 .591 .595 313313BJ6 .552 .591 .595 313313BJ6 .552 .591 .595 313313BJ6 .552 .591 .595 313313BC1 .532 .575 .578 313313BC1 .532 .575 .578 313313BV9 .563 .621 .625 313313BR8 .552 .610 .614 313313BZ0 .502 .632 .636 313313FK9 .613 .854 .860 313313GH5 .573 .915 .921 313313BW7 .461 .624 .627 313313GH5 .573 .915 .921 .477 .393 .396 FFCB BONDS 3133EDXQ0 .515 3.264 3.279 3133EDXQ0 .515 3.264 3.279 3133EDXQ0 .523 3.264 3.279 3133EEZB9 .450 .213 .214 3133EEZR4 .600 .804 .808 3133EEJ43 .680 .851 .855 3133EE3Y4 .500 .534 .540 3133EE6A3 .590 .597 .605 3133EE6A3 .590 .597 .605 3133EE6A3 .635 .597 .605 3133EFHH3 1.110 2.252 2.293 3133EFEM5 .650 1.225 1.238 3133EEN48 .547 .890 .893 3133EFJK4 .449 .534 .540 3133EFKR7 .533 .805 .808 COUNTY OF RIVERISIDE TREASURER-TAX COLLECTOR 979 Description Maturity Date Coupon Par Value Book Value Market Price Market Value Unrealized Gain/Loss CUSIP Month End Portfolio Holdings Yield To Maturity Modified Duration Years To Maturity FFCB 1Yr 11/28/2016 .450 15,000,000.00 15,000,000.00 99.994000 14,999,100.00 -900.00 FFCB 1.5Yr 03/27/2017 .520 10,000,000.00 10,000,000.00 99.963000 9,996,300.00 -3,700.00 FFCB 2Yr 02/09/2018 .526 15,000,000.00 15,000,000.00 99.907000 14,986,050.00 -13,950.00 FFCB 2Yr 02/09/2018 .526 20,000,000.00 20,000,000.00 99.907000 19,981,400.00 -18,600.00 FFCB 3Yr 11/23/2018 .571 10,000,000.00 10,006,056.38 99.834000 9,983,400.00 -22,656.38 FFCB 3Yr 02/25/2019 .723 15,000,000.00 15,000,000.00 100.106000 15,015,900.00 15,900.00 FFCB 3Yr 02/25/2019 .723 5,000,000.00 5,000,000.00 100.106000 5,005,300.00 5,300.00 FFCB 2.5Yr 09/17/2018 .666 5,000,000.00 5,000,000.00 100.110000 5,005,500.00 5,500.00 FFCB 3 Yr 04/04/2019 .663 25,000,000.00 25,000,000.00 99.884000 24,971,000.00 -29,000.00 FFCB 4Yr 04/01/2020 .692 25,000,000.00 25,000,000.00 99.874000 24,968,500.00 -31,500.00 FFCB 3YrNc1YrA 03/29/2019 1.250 10,310,000.00 10,310,000.00 100.178000 10,328,351.80 18,351.80 FFCB 4Yr 04/13/2020 .692 50,000,000.00 50,000,000.00 99.907000 49,953,500.00 -46,500.00 FFCB 4YrNc1YrA 04/27/2020 1.420 7,700,000.00 7,700,000.00 100.264000 7,720,328.00 20,328.00 FFCB 5Yr 05/25/2021 .723 10,000,000.00 10,000,000.00 99.856000 9,985,600.00 -14,400.00 FFCB5Yr 05/25/2021 .723 10,000,000.00 10,000,000.00 99.856000 9,985,600.00 -14,400.00 .640 457,910,000.00 458,017,733.78 99.927595 457,578,452.30 -439,281.48 FAMCA DISC NOTE 08/25/2016 .345 40,000,000.00 39,882,316.67 99.962000 39,984,800.00 102,483.33 FAMCA DISC NOTE 10/17/2016 .720 10,000,000.00 9,937,400.00 99.892000 9,989,200.00 51,800.00 FAMCA DISC NOTE 10/03/2016 .700 15,000,000.00 14,918,625.00 99.906000 14,985,900.00 67,275.00 FAMCA DISC NOTE 10/03/2016 .700 25,000,000.00 24,864,375.00 99.906000 24,976,500.00 112,125.00 FAMCA DISC NOTE 01/18/2017 .680 20,000,000.00 19,884,022.22 99.766000 19,953,200.00 69,177.78 FAMCA DISC NOTE 01/25/2017 .550 20,000,000.00 19,923,611.11 99.757000 19,951,400.00 27,788.89 FAMCA DISC NOTE 01/03/2017 .540 25,000,000.00 24,931,944.44 99.783000 24,945,750.00 13,805.56 .562 155,000,000.00 154,342,294.44 99.862419 154,786,750.00 444,455.56 FAMCA 3Yr 09/05/2017 1.120 8,850,000.00 8,850,000.00 100.600000 8,903,100.00 53,100.00 FAMCA 1Yr 07/07/2016 .410 25,000,000.00 25,000,000.00 100.003000 25,000,750.00 750.00 FAMCA 1Yr 02/23/2017 .500 25,000,000.00 25,000,000.00 99.970000 24,992,500.00 -7,500.00 FAMCA 3Yr 03/19/2019 .717 10,000,000.00 10,000,000.00 99.914000 9,991,400.00 -8,600.00 FAMCA 3Yr 07/26/2019 .776 15,000,000.00 15,000,000.00 99.993000 14,998,950.00 -1,050.00 .614 83,850,000.00 83,850,000.00 100.043769 83,886,700.00 36,700.00 UC REGENTS 07/15/2016 .570 23,000,000.00 22,961,034.17 99.977833 22,994,901.59 33,867.42 UC REGENTS 09/22/2016 .500 50,000,000.00 49,936,805.56 99.884722 49,942,361.00 5,555.44 .522 73,000,000.00 72,897,839.73 99.914058 72,937,262.59 39,422.86 CONNECTICUT ST 08/01/2018 2.250 25,000,000.00 25,613,250.00 102.554000 25,638,500.00 25,250.00 CONNECTICUT ST 08/01/2016 2.000 23,000,000.00 23,304,520.00 100.122000 23,028,060.00 -276,460.00 WASHINGTON STATE 08/01/2017 .830 12,885,000.00 12,885,000.00 100.394000 12,935,766.90 50,766.90 TEXAS ST 10/01/2019 1.497 5,000,000.00 5,000,000.00 101.035000 5,051,750.00 51,750.00 TEXAS ST 10/01/2017 .723 7,500,000.00 7,500,000.00 100.324000 7,524,300.00 24,300.00 CALIFORNIA STATE 11/01/2016 .500 55,960,000.00 56,014,840.80 99.957000 55,935,937.20 -78,903.60 CALIFORNIA STATE 11/01/2016 1.250 15,000,000.00 15,062,100.00 100.171000 15,025,650.00 -36,450.00 CALIFORNIA STATE 11/01/2016 1.250 5,000,000.00 5,020,700.00 100.171000 5,008,550.00 -12,150.00 OHIO STATE 05/01/2017 1.250 9,215,000.00 9,268,354.85 100.645000 9,274,436.75 6,081.90 OHIO STATE 05/01/2018 1.250 9,535,000.00 9,597,549.60 101.174000 9,646,940.90 49,391.30 HAWAII STATE 04/01/2019 1.380 4,990,000.00 4,990,000.00 101.512000 5,065,448.80 75,448.80 HAWAII STATE 04/01/2020 1.660 5,055,000.00 5,055,000.00 101.418000 5,126,679.90 71,679.90 HAWAII STATE 04/01/2017 1.000 4,890,000.00 4,896,992.70 100.418000 4,910,440.20 13,447.50 HAWAII STATE 04/01/2018 1.250 4,925,000.00 4,933,569.50 101.034000 4,975,924.50 42,355.00 RHODE ISLAND STATE 05/01/2018 1.250 2,595,000.00 2,607,144.60 100.956000 2,619,808.20 12,663.60 RHODE ISLAND STATE 05/01/2017 .750 2,580,000.00 2,580,748.20 100.180000 2,584,644.00 3,895.80 RHODE ISLAND STATE 05/01/2020 1.625 2,660,000.00 2,670,719.80 101.694000 2,705,060.40 34,340.60 RHODE ISLAND STATE 05/01/2019 1.375 2,625,000.00 2,636,838.75 101.459000 2,663,298.75 26,460.00 CALIFORNIA STATE 04/01/2018 .900 41,290,000.00 41,120,711.00 100.098000 41,330,464.20 209,753.20 CALIFORNIA STATE 04/01/2017 1.500 8,245,000.00 8,295,129.60 100.651000 8,298,674.95 3,545.35 1.175 247,950,000.00 249,053,169.40 100.564765 249,350,335.65 297,166.25 TOYOTA MOTOR CORP 11/21/2016 .910 50,000,000.00 49,660,013.89 99.749750 49,874,875.00 214,861.11 TOYOTA MOTOR CORP 09/27/2016 .783 48,000,000.00 47,810,720.00 99.887556 47,946,026.67 135,306.67 NESTLE 08/03/2016 .520 20,000,000.00 19,963,311.11 99.962417 19,992,483.33 29,172.22 NESTLE 08/04/2016 .560 30,000,000.00 29,943,066.67 99.961278 29,988,383.33 45,316.66 NESTLE 08/04/2016 .560 30,000,000.00 29,943,066.67 99.961278 29,988,383.33 45,316.66 NESTLE 09/01/2016 .560 30,000,000.00 29,930,466.67 99.920778 29,976,233.33 45,766.66 NESTLE 09/01/2016 .560 20,000,000.00 19,953,644.44 99.920778 19,984,155.56 30,511.12 NESTLE 10/12/2016 .600 13,264,000.00 13,223,986.93 99.842639 13,243,127.62 19,140.69 NESTLE 10/12/2016 .600 27,000,000.00 26,918,550.00 99.842639 26,957,512.50 38,962.50 NESTLE 08/04/2016 .570 49,700,000.00 49,612,652.25 99.961278 49,680,755.06 68,102.81 TOYOTA MOTOR CORP 08/15/2016 .550 48,000,000.00 47,934,000.00 99.948750 47,975,400.00 41,400.00 TOYOTA MOTOR CORP 08/15/2016 .550 42,000,000.00 41,942,250.00 99.948750 41,978,475.00 36,225.00 NESTLE 09/13/2016 .520 20,000,000.00 19,974,000.00 99.905444 19,981,088.89 7,088.89 WAL-MART 07/25/2016 .380 85,300,000.00 85,265,785.22 99.972667 85,276,684.67 10,899.45 WAL-MART 07/25/2016 .400 61,250,000.00 61,228,902.78 99.972667 61,233,258.33 4,355.55 .565 574,514,000.00 573,304,416.63 99.923909 574,076,842.62 772,425.99 .706 6,513,445,720.08 6,504,638,893.37 100.014592 6,514,396,169.33 9,757,275.96 .706 6,513,445,720.08 6,504,638,893.37 100.014592 6,514,396,169.33 9,757,275.96 3133EFLN5 .450 .412 .414 3133EFLM7 .520 .738 .740 3133EFNK9 .526 1.604 1.614 3133EFNK9 .526 1.604 1.614 3133EFQJ9 .546 2.386 2.400 3133EFE52 .723 2.626 2.658 3133EFE52 .723 2.626 2.658 3133EFM61 .666 2.197 2.216 3133EFP84 .663 2.734 2.762 3133EFT56 .692 3.702 3.756 3133EFV38 1.250 2.684 2.745 3133EF2Z9 .692 3.734 3.789 3133EF5D5 1.420 3.701 3.827 3133EGCE3 .723 4.817 4.904 3133EGCE3 .723 4.817 4.904 .629 2.092 2.117 FMAC DISC NOTES 31315KD49 .346 .153 .153 31315KK90 .725 .296 .299 31315KJ35 .704 .258 .260 31315KJ35 .704 .258 .260 31315LAT5 .684 .549 .553 31315LBA5 .552 .569 .573 31315LAC2 .501 .509 .512 .558 .351 .354 FARMER MAC 31315P2K4 1.120 1.166 1.184 3132X0AY7 .410 .019 .019 3132X0CY5 .500 .644 .652 .717 2.694 2.718 3132X0EV9 .776 3.029 3.071 .614 1.184 1.198 MUNI ZER0 CPNS 3132X0ED9 91411SGF1 .571 .041 .041 91411SJN1 .501 .229 .230 .523 .170 .170 MUNI BONDS 20772JL34 1.398 2.020 2.088 20772JK92 .600 .087 .088 93974DSZ2 .830 1.077 1.088 882723A33 1.497 3.155 3.255 882723ZZ5 .723 1.243 1.255 13063CXT2 .401 .339 .340 13063CFD7 .642 .338 .340 13063CFD7 .642 .338 .340 677522HV9 .741 .830 .836 677522HW7 .940 1.809 1.836 419792JG2 1.380 2.685 2.753 419792JH0 1.660 3.611 3.756 419792JE7 .851 .747 .753 419792JF4 1.160 1.725 1.753 76222RUK6 1.010 1.809 1.836 76222RUJ9 .720 .831 .836 76222RUM2 1.520 3.699 3.838 76222RUL4 1.220 2.769 2.836 13063CP79 1.127 1.732 1.753 13063CP61 .767 .747 .753 .862 1.164 1.187 COMM PAPER 89233GLM6 .916 .391 .395 89233GJT4 .783 .242 .244 64105GH31 .521 .093 .093 64105GH49 .561 .095 .096 64105GH49 .561 .095 .096 64105GJ13 .561 .172 .173 64105GJ13 .561 .172 .173 64105GKC7 .602 .283 .285 64105GKC7 .602 .283 .285 64105GH49 .571 .095 .096 89233GHF6 .551 .125 .126 89233GHF6 .551 .125 .126 64105GJD7 .521 .204 .205 93114EGR2 .380 .068 .068 93114EGR2 .400 .068 .068 .566 .154 .156 Grand Total .690 1.116 1.145 Total Fund .690 1.116 1.145 COUNTY OF RIVERISIDE TREASURER-TAX COLLECTOR 1080 1 Mutual Funds maturity may be interpreted as weighted average maturity not exceeding 60 days. 2 Or must have an investment advisor with not less than 5 years experience and with assets under management of $500,000,000. THIS COMPLETES THE REPORT REQUIREMENTS OF CALIFORNIA GOVERNMENT C0DE 53646 Investment Category Maximum Maturity Authorized % Limit S&P/ Moody's Maximum Maturity Authorized % Limit S&P/ Moody's Actual % MUNICIPAL BONDS (MUNI) 5 YEARS NO LIMIT NA 3 YEARS 15% AA-/Aa3/AA-4.95% U.S. TREASURIES 5 YEARS NO LIMIT NA 5 YEARS 100%NA 6.54% LOCAL AGENCY OBLIGATIONS (LAO) 5 YEARS NO LIMIT NA 3 YEARS 2.5% INVESTMENT GRADE 0.00% FEDERAL AGENCIES 5 YEARS NO LIMIT AAA 5 YEARS 100%NA 70.52% COMMERCIAL PAPER (CP)270 DAYS 40% A1/P1 270 DAYS 40%A1/P1/F1 8.81% CERTIFICATE & TIME DEPOSITS (NCD & TCD) 5 YEARS 30% NA 1 YEAR 25% Combined A1/P1/F1 0.00% REPURCHASE AGREEMENTS (REPO) 1 YEARS NO LIMIT NA 45 DAYS 40% max, 25% in term repo over 7 days A1/P1/F1 0.00% REVERSE REPOS 92 DAYS 20% NA 60 DAYS 10%NA 0.00% MEDIUM TERM NOTES (MTNO) 5 YEARS 30% A 3 YEARS 20%AA/Aa2/AA 0.00% CALTRUST SHORT TERM FUND NA NA NA DAILY LIQUIDITY 1.0% NA 0.83% MONEY MARKET MUTUAL FUNDS (MMF) 60 DAYS (1)20% AAA/Aaa (2) DAILY LIQUIDITY 20% AAA by 2 Of 3 RATINGS AGC. 4.20% LOCAL AGENCY INVESTMENT FUND (LAIF) NA NA NA DAILY LIQUIDITY Max $50 million NA 0.00% CASH/DEPOSIT ACCOUNT NA NA NA NA NA NA 4.15% GOVERNMENT CODE COUNTY INVESTMENT POLICY The Treasurer’s Pooled Investment Fund was in FULL COMPLIANCE with the Treasurer’s Statement of Investment Policy. The County’s Investment Policy is more restrictive than the Califor- nia Government Code. This policy is reviewed annually by the County’s Investment Oversight Committee and approved by the County Board of Supervisors. Full Compliance COUNTY OF RIVERSIDE TREASURER-TAX COLLECTOR 11 81 AGENDA ITEM 8 COMMISSIONERS: PLEASE GIVE SPECIAL ATTENTION TO THE BOLD PARAGRAPH IN THIS AGENDA ITEM. Agenda Item 8 RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: August 22, 2016 TO: Budget and Implementation Committee FROM: Theresia Trevino, Chief Financial Officer THROUGH: John Standiford, Deputy Executive Director SUBJECT: Termination of Swap and Refunding of 2009 Series A Sales Tax Revenue Bonds STAFF RECOMMENDATION: This item is for the Committee to: 1)Receive and file the presentation regarding the termination of the Deutsche Bank (DB) swap and related issuance of the 2016 Series A Sales Tax Revenue Refunding Bonds (2016 Refunding Bonds); 2)Approve the termination of the forward interest rate swap with DB in the currently outstanding notional amount of $63.9 million and at an estimated termination cost of $10.7 million; 3)Approve the refunding of the 2009 Series A Sales Tax Revenue Variable Rate Demand Bonds (2009 Bonds), currently outstanding in the amount of $63.9 million and integrated with the DB swap; 4)Adopt Resolution No. 16-015, “Resolution Authorizing the Issuance and Sale of Not to Exceed $85,000,000 Aggregate Principal Amount of Riverside County Transportation Commission Sales Tax Revenue Refunding Bonds (Limited Tax Bonds), the Refunding of Outstanding Bonds and Commercial Paper, the Execution and Delivery of a Sixth Supplemental Indenture, a Notice of Sale Pursuant to Which Such Bonds Are to Be Sold, an Official Statement and a Continuing Disclosure Agreement, the Publication of a Notice of Intention to Sell, and the Taking of All Other Actions Necessary in Connection Therewith”; 5)Approve the draft Official Statement for the issuance of not to exceed $85 million in 2016 Refunding Bonds and authorize the Executive Director to approve and execute the printing and distribution of the final Official Statement; 6)Approve the draft Continuing Disclosure Agreement related to the 2016 Refunding Bonds between the Riverside County Transportation Commission and Digital Assurance Certification, L.L.C., as dissemination agent, and authorize the Executive Director to approve and execute the final Continuing Disclosure Agreement; 7)Approve the draft Sixth Supplemental Indenture for the 2016 Refunding Bonds between the Riverside County Transportation Commission and U.S. Bank National Association (US Bank), as Trustee, and authorize the Executive Director to approve and execute the final Sixth Supplemental Indenture; 82 Agenda Item 8 8)Approve the draft Official Notice of Sale for the 2016 Refunding Bonds and authorize the Chief Financial Officer to approve and execute the final Official Notice of Sale; 9)Authorize the Chief Financial Officer to receive bids for the 2016 Refunding Bonds and award such bonds to the highest responsible bidder resulting in the lowest true interest cost; 10)Approve the estimated costs of issuance of $375,000 to be paid from the bond proceeds; 11)Award Agreement No. 17-19-006-00 with Riverside Risk Advisors LLC (Riverside Risk) for specialized swap advisory services related to the termination of the DB swap through October 31, 2016, in the amount of $11,000, plus a contingency amount of $4,000, for a total amount not to exceed $15,000; 12)Approve Agreement No. 04-19-029-10, Amendment No. 10 to Agreement No. 04-19-029-00, with Fieldman Rolapp & Associates, Inc. (Fieldman) for financial advisory services related to the termination of the DB swap and issuance of the 2016 Refunding Bonds for an additional amount not to exceed $70,000; 13)Approve Agreement No. 05-19-510-11, Amendment No. 11 to Agreement No. 07-31-14-00, with Orrick, Herrington, & Sutcliffe LLP (Orrick) for bond counsel services related to the termination of the DB swap and issuance of the 2016 Refunding Bonds for an additional amount of $115,000 and a total amount not to exceed $1,975,000; 14)Approve Agreement No. 09-19-072-10, Amendment No. 10 to Agreement No. 09-19-072-00, with Norton Rose Fulbright US LLP (Norton Rose) for disclosure counsel services related to the termination of the DB swap and issuance of the 2016 Refunding Bonds for an additional amount of $57,500 and a total amount not to exceed $637,600; 15)Approve the revised Debt Management Policy; and 16)Forward to the Commission for final action. BACKGROUND INFORMATION: At its July meeting, the Commission received a staff report from regarding an interest rate swap with DB that is integrated with the 2009 Bonds, Series A and directed staff to continue to evaluate financing options related to the swap. The current situation is summarized below: •In May, Moody’s Investors Service (Moody’s) lowered DB’s long-term rating to Baa2, which downgrade resulted in the occurrence of an additional termination event under the swap agreement. This downgrade was the second downgrade by Moody’s in 2016. •The swap was not assigned to another qualified counterparty by DB by July 7, and the Commission gave notice to DB to reserve its rights to terminate the swap. •A valuation of the DB swap as of August 11, results in a Commission liability of approximately $10.7 million and is subject to change based on interest rate changes. •Staff, in consultation with Fieldman and Orrick, considered the options regarding the swap that were presented at the July Commission meeting and recommends: o Termination of the DB swap, which has a current outstanding notional amount of $63.9 million; 83 Agenda Item 8 o Payment of a negotiated termination settlement amount using available commercial paper or other debt proceeds; and o Issuance of the 2016 Refunding Bonds at a fixed interest rate to refund Series A of the 2009 Bonds, finance or refinance the swap termination payment, refund all or a portion of the currently outstanding commercial paper, and pay costs of issuance. While authorized in Resolution No. 06-015 adopted in July 2006, and pertaining to the forward interest rate swaps transaction, the Executive Director has not yet sent a notice of termination to DB. It appears to be in the Commission’s best interest to terminate the DB swap at a date on or closer to the issuance of the 2016 Refunding Bonds, as the DB swap will continue to serve as a hedge against a change in interest rates in connection with the future debt issuance. The currently outstanding amount of the 2009 Bonds, Series A and commercial paper are $63.9 million and $20 million, respectively. It is anticipated that 2016 Refunding Bonds would include refunding only the portion of commercial paper used to pay the swap termination payment. It is estimated the projected refunding would absorb about 75 percent of the swap termination cost. Staff and Fieldman have commenced negotiations with DB in order to achieve the lowest termination settlement cost to the Commission. Due to the specialized nature of interest rate swaps, it has been suggested the Commission engage a firm with extensive swap experience to ensure the termination settlement was based on a fair market level based on independently verified information. Staff reviewed the qualifications and experience of Riverside Risk, which is based in New York and serves clients across various industries across the world. Due to the time-sensitive nature of a swap termination and issuance of refunding bonds, staff recommends a sole source award to Riverside Risk for swap advisory services in the amount of $11,000, plus a contingency of $4,000 related to potential regulatory filings and other matters, for a total amount not to exceed $15,000. Plan of Finance The proposed 2016 Refunding Bonds are fixed rate, 13-year bonds with a final maturity of June 2029. Since the issuance of the refunding bonds is not considered a complex transaction requiring significant financial development and modeling, staff recommends a competitive bid debt sales process in accordance with the Commission’s debt policy. Another alternative is to select an underwriter from the Commission’s pool of qualified underwriters to participate in a negotiated debt sales process. The current pool was established in April 2015, and underwriters from that pool are participating in the plan of finance for the Interstate 15 Express Lanes project, which is expected to result in the issuance of bonds on a negotiated sale basis. In a competitive bid process, the Chief Financial Officer will instruct Fieldman, as the Commission’s financial advisor, to deliver a preliminary official statement and notice of sale to prospective underwriters and buyers that clearly states the location, time, and requirements of 84 Agenda Item 8 the bid. Following the deadline to submit bids for the purchase of the 2016 Refunding Bonds, the Chief Financial Officer and Fieldman will determine the highest responsible bidder resulting in the lowest true interest cost. Staff and Fieldman will work closely with the successful underwriter(s) to prepare and deliver the final official statement of closing. Staff recommends the Commission authorize the Chief Financial Officer to receive bids for the 2016 Refunding Bonds and award such bonds to the highest responsible bidder resulting in the lowest true interest cost. The financing team that participated in the development of this proposed plan of finance and related documents is comprised of the following key members: •Financial Advisor:Fieldman •Bond Counsel:Orrick •Disclosure Counsel:Norton Rose •General Counsel:Best Best & Krieger LLP •Trustee:US Bank In June, Commission representatives made presentations to Standard & Poor’s Rating Service (S&P) and Fitch Ratings (Fitch) on the Commission, its sales tax revenues and related debt, and the 91 Project and related debt. Draft documents for the issuance of the 2016 Refunding Bonds were submitted to these rating agencies in mid-August in order to obtain updated long-term debt ratings on the Commission’s sales tax revenue debt. Ratings are expected prior to the September Commission meeting. The proposed documents for this transaction will continue to be reviewed and revised for any matters that arise as a result of the rating agency reviews and other matters. The preliminary official statement is expected to be posted on September 16, and the competitive sale of bonds is scheduled for September 28. Closing of this financing transaction is expected by October 12. The drafts of the documents for the proposed 2016 Refunding Bonds are attached for the Commission’s adoption or approval and consist of the following: •Resolution No. 16-015 (draft) authorizing the issuance and sales of a not to exceed amount of $85 million of sales tax revenue refunding bonds; the refunding of outstanding bonds and commercial paper; the execution and delivery of a supplemental indenture, notice of sale, official statement and continuing disclosure agreement, publication of a notice of intention to sell; and the taking of all other actions necessary in connection with this transaction (Attachment 1); •Official Statement (draft) for the 2016 Refunding Bonds (Attachment 2) and continuing disclosure agreement (draft) between the Commission and the dissemination agent for the 2016 Refunding Bonds (Attachment 3); •Sixth Supplemental Indenture (draft) between the Commission and the trustee regarding the terms and conditions of the issuance of the proposed 2016 Refunding Bonds (Attachment 4); and 85 Agenda Item 8 •Official Notice of Sale (draft) to be distributed in connection with the competitive sale process (Attachment 5). Staff recommends the Commission also approve revisions to the debt management policy (Attachment 10) primarily related to outstanding debt updates, financial advisor requirements, new issuance cash flow analysis clarification, refunding opportunities including current refundings, and fixed rate versus variable rate debt clarification. Additionally, staff recommends approval of the estimated costs of issuance of $375,000 for the 2016 Refunding Bonds, as well as the execution of related agreements or amendments to agreements as the termination of the swap and the issuance of refunding bonds were not anticipated in the FY 2016/17 budget and/or there is not sufficient capacity in existing agreements for the additional fees. At its July meeting, however, the Commission did approve a $400,000 budget adjustment to increase the budget for professional services, as well as a $10.7 million budget adjustment to increase the budget for debt service related to the swap termination cost. The costs of issuance are summarized below: Role/Purpose Amount Agreement or Amendment, if required Bond counsel $ 115,000 07-31-164-11 Disclosure counsel 57,500 09-19-072-10 General counsel 20,000 N/A Financial advisor 70,000 04-19-029-10 Swap advisor 15,000 17-19-006-00 Trustee 6,000 N/A Rating agencies 67,000 N/A Dissemination agent 2,000 N/A Publication and printing 11,500 N/A Other and contingency 11,000 N/A Total $ 375,000 As part of the action to authorize the issuance of the 2016 Refunding Bonds, the Commission will approve the form of the preliminary Official Statement and authorize its distribution in connection with the sale of the refunding bonds, as well as the preparation of a final Official Statement once the bonds have been sold and priced. These offering documents are required under state and federal securities laws prohibiting the offer and sale of securities such as the 2016 Refunding Bonds, unless all matters that would be material to an investor in the bonds have been adequately disclosed and that there is no omission of material facts. Furthermore, under rules of the Securities and Exchange Commission, the underwriters cannot purchase the bonds unless they have received a substantially final offering document, which discloses all material information that they reasonably believe to be true and correct. 86 Agenda Item 8 The Commissioners serving on the Board as the governing body of the issuer of the 2016 Refunding Bonds are expected to read and be familiar with the information described in the draft preliminary Official Statement included with this staff report. The Commissioners may employ the services of experts to take the lead in the drafting and review of the Official Statement and to provide financial projections included in the Official Statement; however, the Commissioners have the duty to review the information and bring to the attention of those responsible for the preparation of the offering document any material misstatements or omissions in the draft and to ask questions if they are unclear about the information or their role. Some members of the financing team will be available at the Commission meeting to respond to the identification of any misstatements or omissions or to such questions. In connection with the financial closing of the issuance of the proposed 2016 Refunding Bonds, the Commission will terminate the: 1) Standby Bond Purchase Agreement with The Bank of Tokyo-Mitsubishi UFJ, Ltd., acting through its New York Branch related to the 2009 Bonds, Series A; and 2) remarketing agreement with Stifel, Nicolaus & Company, as assigned by E.J. De La Rosa & Co. related to the 2009 Bonds, Series A. Financial Information In Fiscal Year Budget: No No Yes Year: FY 2016/17 FY 2016/17 FY 2016/17 Amount: $75,225,000 (proceeds) $64,520,000 (debt service) $10,700,000 (swap cost) Source of Funds: Measure A sales tax revenue refunding bonds, commercial paper Budget Adjustment: Yes* Yes** No GL/Project Accounting No.: 304-31-59101* $75,225,000 (refunding bond proceeds) 304-31-96101** $63,900,000 (payment to escrow agent for refunded bonds) 304-31-96103** $245,000 (underwriter’s discount and other costs) 305-31-96103 $375,000 (costs of issuance) 303-19-97201 $10,700,000 (swap termination payment) Fiscal Procedures Approved: Date: 08/12/2016 Attachments: Posted on Commission Website 1)Resolution No. 16-015 (draft) 2)Official Statement (draft) 3)Continuing Disclosure Agreement (draft) 4)Sixth Supplemental Indenture (draft) 5)Official Notice of Sale (draft) 6)Agreement No. 17-19-006-00 7)Agreement No. 04-19-029-10 8)Agreement No. 05-19-510-11 9)Agreement No. 09-19-072-10 10)Debt Management Policy 87 OHSUSA:765521614.7 NO. 16-015 RESOLUTION AUTHORIZING THE ISSUANCE AND SALE OF NOT TO EXCEED $85,000,000 AGGREGATE PRINCIPAL AMOUNT OF RIVERSIDE COUNTY TRANSPORTATION COMMISSION SALES TAX REVENUE REFUNDING BONDS (LIMITED TAX BONDS), THE REFUNDING OF OUTSTANDING BONDS AND COMMERCIAL PAPER, THE EXECUTION AND DELIVERY OF A SIXTH SUPPLEMENTAL INDENTURE, A NOTICE OF SALE PURSUANT TO WHICH SUCH BONDS ARE TO BE SOLD, AN OFFICIAL STATEMENT AND A CONTINUING DISCLOSURE AGREEMENT, THE PUBLICATION OF A NOTICE OF INTENTION TO SELL, AND THE TAKING OF ALL OTHER ACTIONS NECESSARY IN CONNECTION THEREWITH _______________________ WHEREAS, the Riverside County Transportation Commission (the “Commission”) is a county transportation commission duly organized and existing pursuant to the County Transportation Commissions Act, being Division 12 of the Public Utilities Code of the State of California (Section 130000 et seq.); WHEREAS, the Commission is authorized pursuant to the Riverside County Transportation Sales Tax Act, being Division 25 of the Public Utilities Code of the State of California (Section 240000 et seq.) (the “Sales Tax Act”), to, among other things, and with voter approval, levy a retail transactions and use tax in accordance with the provisions of Part 1.6 (commencing with Section 7251) of Division 2 of the California Revenue and Taxation Code (the “Sales Tax Law”); WHEREAS, the Commission adopted Ordinance No. 02-001, named the “Transportation Expenditure Plan and Retail Transaction and Use Tax Ordinance” (the “Ordinance”) on May 8, 2002, pursuant to the provisions of the Sales Tax Act, which Ordinance provides for the imposition of a retail transactions and use tax (the “Sales Tax”) applicable in the incorporated and unincorporated territory of Riverside County (the “County”) in accordance with the provisions of the Sales Tax Law at the rate of one-half of one percent (1/2%) commencing July 1, 2009 and continuing for a period not to exceed thirty (30) years; WHEREAS, by its terms, the Ordinance became effective at the close of the polls on November 5, 2002, the day of the election at which the proposition imposing the Sales Tax was approved by more than two-thirds of the electors voting on the measure; WHEREAS, pursuant to the Sales Tax Act, and as authorized pursuant to Article 10 and Article 11 of Chapter 3 of Part 1 of Division 2 of Title 5 of the California Government Code (Section 53570 et seq.) and other applicable provisions of the laws of the State of California (collectively, the “Law”), the Commission is authorized to issue from time to time limited tax bonds payable from revenues of the Sales Tax (“Sales Tax Revenues”), including refunding bonds; ATTACHMENT 1 2 OHSUSA:765521614.7 WHEREAS, the Ordinance empowers the Commission to sell or issue, from time to time, on or before the collection of the Sales Tax, bonds, or other evidences of indebtedness, the proceeds of which will fund capital expenditures for various purposes, including to carry out the transportation projects described in the Riverside County Transportation Improvement Plan, adopted as part of the Ordinance, including any future amendments thereto; WHEREAS, the Commission has heretofore authorized the issuance of its Commercial Paper Notes (Limited Tax Bonds), Series A (the “CP Notes”), in an aggregate principal amount not to exceed the lesser of $60,000,000 or the maximum principal amount supported by any applicable credit or liquidity facility, pursuant to an Indenture dated as of March 1, 2005, by and between the Commission and U.S. Bank National Association, as successor trustee (the “CP Trustee”), and an Issuing and Paying Agent Agreement, dated as of March 1, 2005, as amended, between the Commission and U.S. Bank Trust National Association, as issuing and paying agent (the “Issuing and Paying Agent”), and the CP Notes are currently outstanding in the aggregate principal amount of $20,000,000; WHEREAS, the Commission has heretofore issued its Sales Tax Revenue Bonds (Limited Tax Bonds), 2009 Series A (the “2009A Bonds”), 2009 Series B (the “2009B Bonds”) and 2009 Series C (the “2009C Bonds” and, collectively, the “Series 2009 Bonds”) in the aggregate principal amount of $185,000,000 pursuant to an Indenture, dated as of June 1, 2008, as amended and supplemented (as it has been heretofore amended and supplemented, the “Indenture”), by and between the Commission and U.S. Bank National Association, as trustee (the “Trustee”), which Series 2009 Bonds are currently outstanding in the aggregate principal amount of $139,100,000; WHEREAS, the Commission has heretofore issued its Sales Tax Revenue Bonds (Limited Tax Bonds) 2010 Series A (Tax-Exempt) in the aggregate principal amount of $37,630,000 and 2010 Series B (Taxable Build America Bonds) (collectively, the “Series 2010 Bonds”) in the aggregate principal amount of $112,370,000 pursuant to the Indenture, which Series 2010 Bonds are currently outstanding in the aggregate principal amount of $150,000,000; WHEREAS, the Commission has heretofore issued its Sales Tax Revenue Bonds (Limited Tax Bonds), 2013 Series A (the “Series 2013 Bonds”) in the aggregate principal amount of $462,200,000 pursuant to the Indenture, which Series 2013 Bonds are currently outstanding in the aggregate principal amount of $462,200,000; WHEREAS, in relation to the 2009A Bonds, the Commission has heretofore executed and delivered an interest rate swap agreement (the “Deutsche Bank Swap”), in an original aggregate notional amount of $85,000,000, with Deutsche Bank AG, acting through its New York Branch, as counterparty (“Deutsche Bank”), of which notional amount $63,900,000 currently remains outstanding; WHEREAS, in relation to the 2009B Bonds and the 2009C Bonds, the Commission has heretofore executed and delivered an interest rate swap agreement (together with the Deutsche Bank Swap, the “Existing Swaps”), in an original aggregate notional amount of $100,000,000, with Bank of America, N.A., as counterparty, of which notional amount $75,200,000 currently remains outstanding; 3 OHSUSA:765521614.7 WHEREAS, on May 23, 2016, Moody’s Investors Service downgraded the senior unsecured debt rating of Deutsche Bank from Baa1 to Baa2 and, on July 7, 2016, an Additional Termination Event occurred under the Deutsche Bank Swap (as such term is defined therein) as a result of such downgrade; WHEREAS, in order to address the Additional Termination Event under the Deutsche Bank Swap and reduce risks to the Commission relating to potential counterparty weaknesses and future liquidity costs, and to allow the Commission to take advantage of current market opportunities, the Commission hereby determines to refund at fixed rates the 2009A Bonds and to finance and/or refinance amounts paid in connection with the termination of the Deutsche Bank Swap relating to the 2009A Bonds by issuing refunding bonds; WHEREAS, the Commission hereby determines that one or more new series or subseries of bonds in an aggregate principal amount not to exceed eighty-five million dollars ($85,000,000) and payable from Sales Tax Revenues on a parity with the Series 2009 Bonds, the Series 2010 Bonds and the Series 2013 Bonds and senior to the lien on such Sales Tax Revenues that secures the CP Notes, is necessary in order to finance any or all of the following purposes, (i) refunding the outstanding 2009A Bonds, (ii) refunding all or a portion of the outstanding CP Notes, (iii) financing or refinancing a termination payment in connection with the termination of the Deutsche Bank Swap, and (iv) paying the costs of issuance incurred in connection with such bonds, and the Commission has determined that such bonds in an amount not to exceed such principal amount shall be issued, secured by the Sales Tax Revenues and entitled, “Riverside County Transportation Commission Sales Tax Revenue Refunding Bonds (Limited Tax Bonds), 2016 Series A” (the “Series 2016 Bonds”); WHEREAS, the Commission hereby further determines that the Series 2016 Bonds shall be issued pursuant to a Sixth Supplemental Indenture, amending and supplementing the Indenture (the “Sixth Supplemental Indenture”), by and between the Commission and the Trustee; WHEREAS, there has been prepared and presented to the Commission a revised Debt Management Policy of the Commission (the “Debt Management Policy”), including updated provisions and clarification that a current refunding of existing debt is permitted at any time without regard to savings level if variable rate risk is reduced or the refunding is determined to be justified by the Chief Financial Officer of the Commission; WHEREAS, there has been prepared and presented to the Commission a proposed form of Sixth Supplemental Indenture; WHEREAS, the Commission desires to sell the Series 2016 Bonds to a bidder or bidders to be selected pursuant to a competitive sale process; WHEREAS, there has been prepared and presented to the Commission a proposed form of Official Notice of Sale for the Series 2016 Bonds (the “Notice of Sale”) to be distributed in connection with the competitive sale process and a Notice of Intention to Sell the Series 2016 Bonds (the “Notice of Intention to Sell”) to be published pursuant to section 53692 of the California Government Code; 4 OHSUSA:765521614.7 WHEREAS, there has been prepared and presented to the Commission a proposed form of official statement in preliminary form to be distributed in connection with the offering and sale of the Series 2016 Bonds (the “Official Statement”); WHEREAS, there has been prepared and presented to the Commission a proposed form of Continuing Disclosure Agreement (the “Continuing Disclosure Agreement”) to be executed and delivered by the Commission to assist the purchasers of the Series 2016 Bonds in satisfying their obligations under Rule 15c2-12 promulgated by the Securities and Exchange Commission; WHEREAS, the Commission has been presented with proposed forms of the Sixth Supplemental Indenture, the Notice of Sale, the Notice of Intention to Sell, the Continuing Disclosure Agreement and the Official Statement relating to the financing described herein (the “Financing”), and the Commission has examined and approved each document and desires to authorize and direct the execution of such documents as are specified herein and such other documents as are necessary in connection with the Financing and to authorize and direct the consummation of the Financing; and WHEREAS, all acts, conditions and things required by the Sales Tax Law, the Law and the Constitution and laws of the State of California to exist, to have happened and to have been performed precedent to and in connection with the issuance of the Series 2016 Bonds and consummation of the Financing authorized hereby do exist, have happened and have been performed in regular and due time, form and manner as required by law, and the Commission is now duly authorized and empowered, pursuant to each and every requirement of law, to authorize such Financing and to authorize the execution of the Sixth Supplemental Indenture, the Notice of Sale, the Official Statement in final form and the Continuing Disclosure Agreement, and the publication of the Notice of Intention to Sell, for the purposes, in the manner and upon the terms provided; NOW THEREFORE, THE RIVERSIDE COUNTY TRANSPORTATION COMMISSION RESOLVES: Section 1. The Commission finds and determines that the foregoing recitals are true and correct. Section 2. The issuance by the Commission of not to exceed $85,000,000 aggregate principal amount of Riverside County Transportation Commission Sales Tax Revenue Refunding Bonds (Limited Tax Bonds), 2016 Series A, in accordance with the provisions set forth in the Indenture and the Sixth Supplemental Indenture, in one or more series or subseries, in order to provide funds for any or all of the following purposes, (i) refunding the outstanding 2009A Bonds, (ii) refunding all or a portion of the outstanding CP Notes, (iii) financing or refinancing a termination payment in connection with the termination of the Deutsche Bank Swap, and (iv) paying the costs of issuance incurred in connection with such bonds, is hereby authorized and approved. Section 3. The revised Debt Management Policy presented to this meeting is hereby approved. The Chief Financial Officer is hereby authorized and directed, for and in the name and on behalf of the Commission, to execute the revised Debt Management Policy, in 5 OHSUSA:765521614.7 substantially said form, with such changes therein as the officer executing the same may require or approve, such approval to be conclusively evidenced by the execution thereof. Section 4. The proposed form of Sixth Supplemental Indenture presented to this meeting and the terms and conditions thereof are hereby approved. The structure, date, maturity date or dates (not to exceed June 1, 2039), fixed interest rate or rates (such rate or rates not to exceed a maximum of 6% per annum) or methods of determining the same, interest payment dates, forms, registration privileges, place or places of payment, terms of redemption, mandatory purchase, additional series designation and number thereof and other terms of the Series 2016 Bonds shall be (subject to the foregoing limitations) as provided in the Indenture and the Sixth Supplemental Indenture as finally executed and delivered. The Executive Director of the Commission is hereby authorized and directed, for and in the name and on behalf of the Commission, to execute and deliver the Sixth Supplemental Indenture, in substantially said form, with such changes therein, as the officer executing the same may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof. Section 5. The Notice of Intention to Sell in the form presented to this meeting is hereby approved. The Chief Financial Officer is hereby authorized and directed to cause said Notice of Intention to Sell to be published once in The Bond Buyer, a financial publication generally circulated throughout the State of California or reasonably expected to be disseminated among prospective bidders for the Series 2016 Bonds, and once in The Press Enterprise, a newspaper of general circulation circulated throughout the County, at least ten days prior to the sale of the Series 2016 Bonds. Section 6. The proposed form of the Notice of Sale presented to this meeting and the terms and conditions thereof are hereby approved. The Chief Financial Officer is hereby authorized and directed, for and in the name and on behalf of the Commission, to execute and deliver the Notice of Sale, in substantially said form, with such changes therein as the officer executing the same may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof. Fieldman, Rolapp & Associates, Inc., as financial advisor to the Commission, is hereby authorized to circulate said Notice of Sale to potential purchasers of the Series 2016 Bonds. Electronic proposals shall be received by the Chief Financial Officer up to the hour of 8:00 a.m. California time on September 28, 2016 or on such earlier or later date or time determined by the Chief Financial Officer as set forth in the Notice of Sale. The bids for the Series 2016 Bonds shall be for the purchase of the Series 2016 Bonds for cash at not less than their aggregate principal amount. The Chief Financial Officer is hereby authorized to determine whether to award the Series 2016 Bonds to the highest responsible bidder resulting in the lowest true interest cost to the Commission or to reject any or all bids. The Chief Financial Officer is further authorized to adjust the principal amounts of the Series 2016 Bonds and the purchase price thereof in accordance with the Notice of Sale. Section 7. The proposed form of Official Statement presented to this meeting is hereby approved. The Executive Director is hereby authorized and directed to execute and deliver the Official Statement in substantially said form with such changes, insertions and deletions as may be approved by the Executive Director, said execution being conclusive evidence of such approval; and the Executive Director is hereby authorized to execute a certificate confirming that the Official Statement in preliminary form is “deemed final” by the 6 OHSUSA:765521614.7 Commission for purposes of Securities and Exchange Commission Rule 15c2-12. The distribution of copies of the Official Statement in final form to the purchasers of the Series 2016 Bonds and the distribution of the Official Statement in preliminary form to potential purchasers of the Series 2016 Bonds are hereby authorized and approved. Section 8. The proposed form of Continuing Disclosure Agreement presented to this meeting is hereby approved. The Executive Director is hereby authorized and directed, for and in the name and on behalf of the Commission, to execute and deliver the Continuing Disclosure Agreement in substantially said form, with such changes therein as such officer executing the same may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof. Section 9. The Executive Director is hereby authorized to amend, novate or terminate the Existing Swaps and to enter into or to instruct the Trustee to enter into one or more investment agreements (hereinafter collectively referred to as the “Investment Agreement”) providing for the investment of moneys in any of the funds and accounts created under the Indenture or the Sixth Supplemental Indenture, on such terms as the Executive Director shall deem appropriate. Pursuant to Section 5922 of the California Government Code, the Commission hereby finds and determines that the Investment Agreement will reduce the amount and duration of interest rate risk with respect to amounts invested pursuant to the Investment Agreement and is designed to reduce the amount or duration of payment, rate, spread or similar risk or result in a lower cost of borrowing when used in combination with the Series 2016 Bonds or enhance the relationship between risk and return with respect to investments. Section 10. All approvals, consents, directions, notices, orders, requests and other actions permitted or required by any of the documents authorized by this Resolution, the CP Notes, the Existing Swaps or the liquidity facilities supporting the Series 2009 Bonds, whether before or after the issuance of the Series 2016 Bonds, including, without limitation, any amendment of any of the documents authorized by this Resolution or other agreement related thereto or to any of the Commission’s bonds, the Existing Swaps, the liquidity or credit facilities supporting the Series 2009 Bonds or the CP Notes, and any of the foregoing that may be necessary or desirable in connection with any reserve facility, any investment of proceeds of the Series 2016 Bonds, any agreements with paying agents, escrow agents or verification agents, the removal or replacement of the Trustee, the CP Trustee or the Issuing and Paying Agent or any similar action may be given or taken by an Authorized Representative (as such term is defined in the Indenture), without further authorization or direction by the Commission, and each Authorized Representative is hereby authorized and directed to give any such approval, consent, direction, notice, order, request, or other action and to execute such documents and take any such action which such Authorized Representative may deem necessary or desirable to further the purposes of this Resolution. Section 11. All actions heretofore taken by the officers and agents of the Commission with respect to the Financing and the issuance and sale of the Series 2016 Bonds are hereby ratified, confirmed and approved. If at the time of execution of any of the documents authorized herein, the Executive Director is unavailable, such documents may be executed by the Deputy Executive Director of the Commission or the Chief Financial Officer in lieu of the Executive Director. The Chair of the Board or, in his absence, a Vice Chair of the Board, is hereby 7 OHSUSA:765521614.7 authorized to execute and deliver the Series 2016 Bonds. The Chief Financial Officer shall act as the Auditor-Controller of the Commission for execution of the Series 2016 Bonds and is hereby authorized to execute and attest to the execution of such Series 2016 Bonds. The Clerk of the Board is hereby authorized to attest to the execution by the Executive Director or the Deputy Executive Director or the Chief Financial Officer of any of such documents as said officers deem appropriate. The officers and agents of the Commission are hereby authorized and directed, jointly and severally, for and in the name and on behalf of the Commission, to adopt written procedures relating to its bonds and to do any and all things and to take any and all actions and to execute and deliver any and all agreements, certificates and documents, including, without limitation, swap amendments, novations or terminations, redemption notices, escrow agreements, credit or liquidity documents, signature certificates, no litigation certificates, certificates concerning the contents of the Official Statement, any tax certificates or agreements, any agreements for depository or verification services, reimbursement agreements, investment instructions, including investments in State and Local Government Series (SLGs) treasury securities, and any agreements for rebate compliance services, which they, or any of them, may deem necessary or advisable in order to consummate the Financing and the issuance and sale of the Series 2016 Bonds and otherwise to carry out, give effect to and comply with the terms and intent of the Ordinance, this Resolution, the Series 2016 Bonds and the documents approved hereby. 8 OHSUSA:765521614.7 Section 12. This Resolution shall take effect immediately upon its adoption and approval. APPROVED AND ADOPTED by the Riverside County Transportation Commission at its meeting on September 14, 2016. By: Chair, Board of Commissioners ATTEST: By: ______________________________ Clerk of the Board of the Commission OHSUSA:765521614.7 CERTIFICATE OF THE CLERK OF THE BOARD OF THE RIVERSIDE COUNTY TRANSPORTATION COMMISSION I, Jennifer Harmon, Clerk of the Board of the Riverside County Transportation Commission (the “Commission”), hereby certify that the foregoing is a full, true and correct copy of a resolution duly adopted at a meeting of the governing board of said Commission duly and regularly held in Riverside, California, on September 14, 2016, of which meeting all of the members of said Commission had due notice. I further certify that I have carefully compared the foregoing copy with the original minutes of said meeting on file and of record in my office; that said copy is a full, true and correct copy of the original resolution adopted at said meeting and entered in said minutes; and that said resolution has not been amended, modified, rescinded or revoked in any manner since the date of its adoption, and the same is now in full force and effect. I further certify that an agenda of said meeting was posted at least 72 hours before said meeting at a location in Riverside, California, freely accessible to the public and a brief general description of the resolution to be adopted at said meeting appeared on said agenda. IN WITNESS WHEREOF, I have executed this certificate hereto as of this date, ______________________, 2016. By Clerk DRAFT OF 08/11/16 27366143.7 11608720 PRELIMINARY OFFICIAL STATEMENT DATED SEPTEMBER ___, 2016 NEW ISSUE—BOOK-ENTRY ONLY RATINGS: S&P: “___” [DAC Logo] Fitch: “___” See “RATINGS” herein In the opinion of Orrick, Herrington & Sutcliffe LLP, Bond Counsel to the Commission, based upon an analysis of existing laws, regulations, rulings and court decisions, and assuming, among other matters, the accuracy of certain representations and compliance with certain covenants, interest on the 2016 Bonds is excluded from gross income for federal income tax purposes under Section 103 of the Internal Revenue Code of 1986 and is exempt from State of California personal income taxes. In the further opinion of Bond Counsel, interest on the 2016 Bonds is not a specific preference item for purposes of the federal individual or corporate alternative minimum taxes, although Bond Counsel observes that such interest is included in adjusted current earnings when calculating corporate alternative minimum taxable income. Bond Counsel expresses no opinion regarding any other tax consequences related to the ownership or disposition of, or the accrual or receipt of interest on, the 2016 Bonds. See “TAX MATTERS.” $_________∗ RIVERSIDE COUNTY TRANSPORTATION COMMISSION Sales Tax Revenue Refunding Bonds (Limited Tax Bonds) 2016 Series A Dated: Date of Delivery Due: June 1, as shown on inside cover The Sales Tax Revenue Refunding Bonds described above (the “2016 Bonds”) are being issued by the Riverside County Transportation Commission (the “Commission”) pursuant to an Indenture, dated as of June 1, 2008, between the Commission and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented, including as supplemented by a Sixth Supplemental Indenture, dated as of October 1, 2016, between the Commission and the Trustee (collectively, the “Indenture”). The proceeds of the 2016 Bonds will be applied to (i) refund all of the Outstanding 2009 Series A Bonds (as defined herein), (ii) retire a portion of the outstanding Notes (as defined herein), (iii) finance a termination payment in connection with the termination of the DBAG Swap Agreement (as defined herein), and (iv) pay the costs of issuance of the 2016 Bonds. See “PLAN OF REFUNDING” and “ESTIMATED SOURCES AND USES OF PROCEEDS.” Interest on the 2016 Bonds will be payable on each June 1 and December 1, commencing December 1, 2016. The 2016 Bonds are initially being issued as fully registered bonds without coupons in the denominations of $5,000 and any integral multiple thereof. The 2016 Bonds will be registered in the name of Cede & Co., as holder of the 2016 Bonds and nominee for The Depository Trust Company (“DTC”). Purchasers will not receive physical certificates representing their interest in the 2016 Bonds purchased. The principal or redemption price of and interest on the 2016 Bonds are payable by wire transfer to DTC which, in turn, is obligated to remit such principal, redemption price or interest to DTC Participants for subsequent disbursement to the Beneficial Owners of the 2016 Bonds. The 2016 Bonds will be subject to optional and mandatory sinking fund redemption as described herein. See “THE 2016 BONDS” herein. The 2016 Bonds are limited obligations of the Commission payable from and secured solely by a pledge of the Revenues (which is defined herein and which primarily consists of the receipts from the imposition in the County of Riverside, California of a ½-cent sales tax that became effective on July 1, 2009 (the “Sales Tax”), less certain administrative fees paid to the California State Board of Equalization), as described herein. The Sales Tax was approved by more than a two-thirds vote of the electorate of the County of Riverside on November 5, 2002 and is scheduled to expire on June 30, 2039. The 2016 Bonds are secured by a pledge of the Revenues on a parity with the 2009 Bonds, the 2010 Bonds and the 2013 Bonds (each as defined herein) Outstanding in the aggregate principal amount of $751,300,000 and any Additional Bonds and Parity Obligations issued or incurred under the Indenture. See “SECURITY AND SOURCES ∗ Preliminary, subject to change. This Preliminary Official Statement and the information contained herein are subject to completion or amendment. Under no circumstances shall this Preliminary Official Statement constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. ATTACHMENT 2 88 27366143.7 OF PAYMENT FOR THE 2016 BONDS – Additional Bonds and Parity Obligations” and “OTHER SALES TAX OBLIGATIONS – Existing Bonds.” NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF THE COUNTY OF RIVERSIDE, THE STATE OF CALIFORNIA OR ANY POLITICAL SUBDIVISION OR PUBLIC AGENCY THEREOF, OTHER THAN THAT OF THE COMMISSION TO THE EXTENT OF THE PLEDGE OF THE REVENUES, IS PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF OR INTEREST ON THE 2016 BONDS. This cover page contains certain information for general reference only. It is not a summary of the security or terms of this issue. Investors must read the entire Official Statement to obtain information essential to make an informed investment decision with respect to the 2016 Bonds. BIDS FOR THE PURCHASE OF THE 2016 BONDS WILL BE RECEIVED BY THE COMMISSION UNTIL __:__ A.M. PACIFIC DAYLIGHT TIME ON SEPTEMBER __, 2016 UNLESS POSTPONED OR CANCELLED AS SET FORTH IN THE OFFICIAL NOTICE OF SALE. The 2016 Bonds are offered when, as and if issued and received by __________ (the “Initial Purchaser”), subject to the approval of validity by Orrick, Herrington & Sutcliffe LLP as Bond Counsel to the Commission, and certain other conditions. Certain legal matters will be passed on for the Commission by Norton Rose Fulbright US LLP, Los Angeles, California, as Disclosure Counsel, and by Best Best & Krieger LLP, Riverside, California, the Commission’s General Counsel. It is anticipated that the 2016 Bonds will be available for delivery through the book-entry facilities of DTC on or about October __, 2016. Dated: September __, 2016 89 27366143.7 Maturity Schedule $__________* RIVERSIDE COUNTY TRANSPORTATION COMMISSION Sales Tax Revenue Refunding Bonds (Limited Tax Bonds) 2016 Series A $__________ Serial Bonds Maturity Date (June 1) Principal Amount Interest Rate Price Yield CUSIP† ( ) 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 $______ ___% Term Bonds due June 1, 20__ - Price: ____%*, Yield: ___%* CUSIP†: ________ ________________________________ * Preliminary, subject to change. † CUSIP is a registered trademark of the American Bankers Association. The CUSIP data herein are provided by CUSIP Global Services, managed on behalf of the American Bankers Association by Standard & Poor’s. The CUSIP numbers are not intended to create a database and do not serve in any way as a substitute for CUSIP service. CUSIP numbers have been assigned by an independent company not affiliated with the Commission and are provided solely for convenience and reference. The CUSIP numbers for a specific maturity are subject to change after the issuance of the 2016 Bonds. The Commission and the Financial Advisor are not responsible for the selection or accuracy of the CUSIP numbers set forth herein. 90 27366143.7 No dealer, salesman or any other person has been authorized by the Riverside County Transportation Commission (the “Commission”) to give any information or to make any representations, other than those contained in this Official Statement, and, if given or made, such other information or representations must not be relied upon as having been authorized by the Commission. This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the 2016 Bonds by a person in any jurisdiction in which it is unlawful for such person to make such an offer, solicitation or sale. This Official Statement is not to be construed as a contract with the purchasers of the 2016 Bonds. Neither the delivery of this Official Statement nor the sale of any of the 2016 Bonds implies that the information herein is correct as of any time subsequent to the date hereof. The information and expressions of opinion herein are subject to change without notice, and neither the delivery of this Official Statement nor any sale made hereunder shall, under any circumstances, create the implication that there has been no change in the matters described herein since the date hereof. This Official Statement is submitted in connection with the sale of securities referred to herein and may not be reproduced or be used, as a whole or in part, for any other purpose. The information set forth herein has been obtained from the Commission and other sources believed to be reliable. The information and expressions of opinions herein are subject to change without notice and neither delivery of the Official Statement nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the Commission since the date hereof. All summaries contained herein of the Indenture (as defined herein) or other documents are made subject to the provisions of such documents and do not purport to be complete statements of any or all of such provisions. All statements made herein are made as of the date of this document by the Commission except statistical information or other statements where some other date is indicated in the text. The Initial Purchaser has provided the following sentence for inclusion in this Official Statement. The Initial Purchaser has reviewed the information in this Official Statement in accordance with, and as part of, its responsibilities to investors under the federal securities laws as applied to the facts and circumstances of this transaction, but the Initial Purchaser does not guarantee the accuracy or completeness of such information. In connection with the offering of the 2016 Bonds, the Initial Purchaser in connection with any reoffering may over-allot or effect transactions which stabilize or maintain the market price of the 2016 Bonds at a level above that which might otherwise prevail in the open market. Such stabilizing, if commenced, may be discontinued at any time. The Initial Purchaser in connection with any reoffering may offer and sell the 2016 Bonds to certain dealers, institutional investors and others at prices lower than the public offering prices stated on the inside cover page hereof and such public offering prices may be changed from time to time by the Initial Purchaser. 91 27366143.7 FORWARD-LOOKING STATEMENTS Certain statements included or incorporated by reference in this Official Statement constitute forward-looking statements. Such statements are generally identifiable by the terminology used such as “plan,” “expect,” “estimate,” “project,” “budget” or other similar words. The achievement of certain results or other expectations contained in such forward- looking statements involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements described to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. No assurance is given that actual results will meet the forecasts of the Commission in any way, regardless of the level of optimism communicated in the information. The Commission is not obligated to issue any updates or revisions to the forward-looking statements if or when its expectations, or events, conditions or circumstances on which such statements are based occur. 92 BLANK 27366143.7 RIVERSIDE COUNTY TRANSPORTATION COMMISSION BOARD MEMBERS Scott Matas (City of Desert Hot Springs), Chair John F. Tavaglione (County of Riverside), Vice Chair Dana Reed (City of Indian Wells), 2nd Vice Chair Marion Ashley (County of Riverside) Robert Radi (City of La Quinta) John J. Benoit (County of Riverside) Bob Magee (City of Lake Elsinore) Kevin Jeffries (County of Riverside) Scott Mann (City of Menifee) Chuck Washington (County of Riverside) Yxstian Gutierrez (City of Moreno Valley) Debbie Franklin (City of Banning) Rick Gibbs (City of Murrieta) Lloyd White (City of Beaumont) Berwin Hanna (City of Norco) Joseph DeConinck (City of Blythe) Jan Harnik (City of Palm Desert) Ella Zanowic (City of Calimesa) Ginny Foat (City of Palm Springs) Dawn Haggerty (City of Canyon Lake) Daryl R. Busch (City of Perris) Greg Pettis (City of Cathedral City) Ted Weill (City of Rancho Mirage) Steve Hernandez (City of Coachella) Rusty Bailey (City of Riverside) Karen Spiegel (City of Corona) Andrew Kotyuk (City of San Jacinto) Adam Rush (City of Eastvale) Michael S. Naggar (City of Temecula) Linda Krupa (City of Hemet) Ben Benoit (City of Wildomar) Michael Wilson (City of Indio) John Bulinski (Caltrans District 8) Frank Johnston (City of Jurupa Valley) MANAGEMENT Executive Director Anne Mayer Deputy Executive Director John Standiford Chief Financial Officer Theresia Trevino SPECIAL SERVICES Financial Advisor Fieldman, Rolapp & Associates Irvine, California Bond Counsel Orrick, Herrington & Sutcliffe LLP San Francisco, California Disclosure Counsel Norton Rose Fulbright US LLP Los Angeles, California Trustee U.S. Bank National Association Los Angeles, California 93 BLANK TABLE OF CONTENTS Page 27366143.7 i INTRODUCTION ......................................................................................................................... 1 General ............................................................................................................................... 1 The Commission ................................................................................................................ 1 Authority for Issuance........................................................................................................ 2 Purpose and Application of Proceeds ................................................................................ 2 The 2016 Bonds ................................................................................................................. 2 Security for the 2016 Bonds .............................................................................................. 2 No Reserve Fund for 2016 Bonds ...................................................................................... 3 Continuing Disclosure ....................................................................................................... 3 References .......................................................................................................................... 4 THE 2016 BONDS ........................................................................................................................ 4 General ............................................................................................................................... 4 Redemption of 2016 Bonds ............................................................................................... 4 Selection of 2016 Bonds for Redemption .......................................................................... 5 Notice of Redemption ........................................................................................................ 5 Purchase In Lieu of Redemption ........................................................................................ 6 PLAN OF REFUNDING ............................................................................................................... 6 ESTIMATED SOURCES AND USES OF PROCEEDS .............................................................. 7 DEBT SERVICE SCHEDULE...................................................................................................... 8 SECURITY AND SOURCES OF PAYMENT FOR THE 2016 BONDS .................................... 9 Limited Obligation ............................................................................................................. 9 Pledge of Revenues ............................................................................................................ 9 Revenue Fund; Allocation of Revenues .......................................................................... 10 No Reserve Fund for 2016 Bonds .................................................................................... 13 Additional Bonds and Parity Obligations ........................................................................ 13 OTHER SALES TAX OBLIGATIONS ...................................................................................... 15 Existing Bonds ................................................................................................................. 15 Existing Swap Agreements .............................................................................................. 16 Subordinate Obligations................................................................................................... 18 Limitation on Outstanding Sales Tax Obligations ........................................................... 19 THE SALES TAX ....................................................................................................................... 19 General ............................................................................................................................. 19 Collection of Sales Tax Revenues ................................................................................... 20 Historical Sales Tax Revenues......................................................................................... 21 RIVERSIDE COUNTY TRANSPORTATION COMMISSION ................................................ 22 General ............................................................................................................................. 22 The Transportation Expenditure Plan .............................................................................. 23 Commissioners ................................................................................................................. 24 94 TABLE OF CONTENTS (continued) Page 27366143.7 ii Executive Staff ................................................................................................................. 24 Cash and Investments ...................................................................................................... 25 Debt Management Policy ................................................................................................. 26 RISK FACTORS ......................................................................................................................... 26 Economic Conditions ....................................................................................................... 26 Investments ...................................................................................................................... 26 Parity with Liquidity Facility Bonds................................................................................ 26 The Sales Tax ................................................................................................................... 27 Increased Internet Use May Reduce Sales Tax Revenues ............................................... 27 Proposition 218 ................................................................................................................ 27 Further Initiatives ............................................................................................................. 27 Loss of Tax Exemption .................................................................................................... 28 Reduction in Subsidy Payments....................................................................................... 28 Financial and Operating Risks of the SR-91 Project ....................................................... 28 Impact of Bankruptcy of the Commission ....................................................................... 29 FINANCIAL STATEMENTS ..................................................................................................... 30 LITIGATION ............................................................................................................................... 30 TAX MATTERS .......................................................................................................................... 31 CERTAIN LEGAL MATTERS .................................................................................................. 33 RATINGS .................................................................................................................................... 33 UNDERWRITING ...................................................................................................................... 33 FINANCIAL ADVISOR ............................................................................................................. 34 CONTINUING DISCLOSURE ................................................................................................... 34 MISCELLANEOUS .................................................................................................................... 34 APPENDIX A – COMMISSION AUDITED FINANCIAL STATEMENTS FOR FISCAL YEAR ENDED JUNE 30, 2015.................................................... A-1 APPENDIX B – COUNTY OF RIVERSIDE DEMOGRAPHIC AND ECONOMIC INFORMATION.......................................................................................... B-1 APPENDIX C – SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE ......... C-1 APPENDIX D – FORM OF CONTINUING DISCLOSURE AGREEMENT ....................... D-1 APPENDIX E – BOOK-ENTRY SYSTEM ........................................................................... E-1 APPENDIX F – FORM OF BOND COUNSEL OPINION ................................................... F-1 95 27366143.7 1 OFFICIAL STATEMENT $_________∗ RIVERSIDE COUNTY TRANSPORTATION COMMISSION Sales Tax Revenue Refunding Bonds (Limited Tax Bonds) 2016 Series A INTRODUCTION General This Official Statement, which includes the cover page and the appendices hereto, sets forth certain information in connection with the offering by the Riverside County Transportation Commission (the “Commission”) of $________* principal amount of Riverside County Transportation Commission Sales Tax Revenue Refunding Bonds (Limited Tax Bonds), 2016 Series A (the “2016 Bonds”). As used herein, the term “Bonds” means any Bonds, including the 2016 Bonds, issued pursuant to the Indenture (as defined below). All capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in “APPENDIX C – SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE.” The Commission The Commission is a county transportation commission duly organized and existing pursuant to the County Transportation Commissions Act, being Division 12 of the Public Utilities Code of the State of California (Section 130000 et seq.). The Commission began to oversee the funding and coordination of public transportation services in 1977 within the County of Riverside (the “County”). The Commission serves as the tax authority and implementation agency for the voter-approved Measure A Transportation Improvement Program, which imposes a ½-cent sales tax within the County to fund transportation improvements. See “RIVERSIDE COUNTY TRANSPORTATION COMMISSION.” The County was organized in 1893 from territory in San Bernardino and San Diego Counties and encompasses 7,177 square miles. The County is bordered on the north by San Bernardino County, on the east by the State of Arizona, on the south by San Diego and Imperial Counties and on the west by Orange and San Bernardino Counties. The County is the fourth largest county (by area) in the State of California (the “State”) and stretches 185 miles from the Arizona border to within 20 miles of the Pacific Ocean. There are 28 incorporated cities in the County. According to the State Department of Finance, Demographic Research Unit, the County’s population was estimated at 2,347,828 as of January 1, 2016, reflecting a 1.3% increase over the prior year. See “APPENDIX B – COUNTY OF RIVERSIDE DEMOGRAPHIC AND ECONOMIC INFORMATION.” ∗ Preliminary, subject to change. 96 27366143.7 2 Authority for Issuance The 2016 Bonds are being issued by the Commission under and pursuant to the Riverside County Transportation Sales Tax Act, being Division 25 of the Public Utilities Code of the State of California (Section 240000 et seq.) (the “Act”), the Transportation Expenditure Plan and Retail Transaction and Use Tax Ordinance (the “Ordinance”), adopted by the Commission on May 8, 2002 and approved by more than two-thirds of electors of the County voting on such proposition in the November 5, 2002 election, and any amendments or extensions thereto (collectively, and together with the Act, the “Law”); and an Indenture, dated as of June 1, 2008 (the “2008 Indenture”), as supplemented and amended to the date hereof, including as supplemented by a Sixth Supplemental Indenture, dated as of October 1, 2016 (the “Sixth Supplemental Indenture” and, together with the 2008 Indenture, as supplemented and amended, the “Indenture”), each between the Commission and U.S. Bank National Association, as trustee (the “Trustee”). At a special election held in the County on November 2, 2010, an amendment to the Ordinance increasing the limitation on the outstanding amount of the Commission’s bonds secured by Sales Tax Revenues from $500 million to $975 million was approved by a majority of those voting on the proposition. See “OTHER SALES TAX OBLIGATIONS – Limitation on Outstanding Sales Tax Obligations.” Purpose and Application of Proceeds The proceeds of the 2016 Bonds will be applied to (i) refund of all of the Outstanding Riverside County Transportation Commission Sales Tax Revenue Bonds (Limited Tax Bonds), 2009 Series A (the “2009 Series A Bonds”), (ii) retire a portion of the outstanding Riverside County Transportation Commission Commercial Paper Notes (Limited Tax Bonds), Series A (the “Notes”), (iii) finance a termination payment in connection with the termination of an interest rate swap agreement with Deutsche Bank AG, acting through its New York Branch (the “DBAG Swap Agreement”), and (iv) pay the costs of issuance of the 2016 Bonds. See “PLAN OF REFUNDING” and “ESTIMATED SOURCES AND USES OF PROCEEDS” herein. The 2016 Bonds Interest on the 2016 Bonds will be payable on each June 1 and December 1, commencing December 1, 2016. The 2016 Bonds will be issued as fully registered bonds without coupons in the denominations of $5,000 and any integral multiple thereof. The 2016 Bonds will be registered in the name of Cede & Co., as holder of the 2016 Bonds and nominee for The Depository Trust Company (“DTC”). Purchasers will not receive physical certificates representing their interest in the 2016 Bonds purchased. The 2016 Bonds will be subject to optional and mandatory sinking fund redemption. See “THE 2016 BONDS – Redemption of 2016 Bonds.” 97 27366143.7 3 Security for the 2016 Bonds The 2016 Bonds are limited obligations of the Commission payable from and secured by certain revenues (the “Revenues”) pledged under the Indenture, including a pledge of revenues (the “Sales Tax Revenues”) derived from a ½-cent sales tax that became effective on July 1, 2009 (the “Sales Tax”), imposed in the County in accordance with the Law and the California Transactions and Use Tax Law (Revenue and Taxation Code Section 7251 et seq.), net of an administrative fee paid to the California State Board of Equalization (the “Board of Equalization”) in connection with the collection and disbursement of the Sales Tax. The Sales Tax was approved by more than two-thirds of the electorate of the County on November 5, 2002 and is scheduled to expire on June 30, 2039. The 2016 Bonds are secured by a pledge of the Revenues on a parity with the Commission’s Sales Tax Revenue Bonds (Limited Tax Bonds), 2009 Series A, 2009 Series B and 2009 Series C (collectively, the “2009 Bonds”), the Commission’s Sales Tax Revenue Bonds (Limited Tax Bonds), 2010 Series A (Tax-Exempt) and 2010 Series B (Taxable Build America Bonds) (collectively, the “2010 Bonds”), and the Commission’s Sales Tax Revenue Bonds (Limited Tax Bonds), 2013 Series A (the “2013 Bonds”) and any Additional Bonds and Parity Obligations issued or incurred under the Indenture (the 2016 Bonds, the 2009 Bonds, the 2010 Bonds, the 2013 Bonds and any Additional Bonds are collectively referred to as the “Bonds”). The Bonds are currently Outstanding in the aggregate principal amount of $751,300,000. The Commission has also executed certain interest rate swaps, the scheduled payments of which are payable on a parity with the 2009 Bonds. See “SECURITY AND SOURCES OF PAYMENT FOR THE 2016 BONDS – Additional Bonds and Parity Obligations” and “OTHER SALES TAX OBLIGATIONS – Existing Bonds.” NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF THE COUNTY OF RIVERSIDE, THE STATE OF CALIFORNIA OR ANY POLITICAL SUBDIVISION OR PUBLIC AGENCY THEREOF, OTHER THAN THE COMMISSION TO THE EXTENT OF THE PLEDGE OF THE REVENUES, IS PLEDGED TO THE PAYMENT OF THE 2016 BONDS. No Reserve Fund for 2016 Bonds The Commission is not funding a reserve fund for the 2016 Bonds. Neither the 2016 Bonds nor any other Bonds Outstanding are secured by a reserve fund. Continuing Disclosure The Commission will covenant for the benefit of the beneficial owners of the 2016 Bonds to provide certain financial information and operating data relating to the Commission and notices of the occurrence of certain enumerated events, if material, to the Municipal Securities Rulemaking Board (the “MSRB”) pursuant to a Continuing Disclosure Agreement (the “Continuing Disclosure Agreement”). These covenants are being made in order to assist the Initial Purchaser of the 2016 Bonds in complying with Rule 15c2-12 (the “Rule”) of the U.S. Securities and Exchange Commission (“SEC”) promulgated under the Securities Exchange Act 98 27366143.7 4 of 1934, as amended. See “APPENDIX D – FORM OF CONTINUING DISCLOSURE AGREEMENT.” References The descriptions and summaries of the Indenture and various other documents hereinafter set forth do not purport to be comprehensive or definitive, and reference is made to each such document for the complete details of all terms and conditions. All statements herein are qualified in their entirety by reference to each such document, copies of which are available for inspection at the offices of the Commission. THE 2016 BONDS General The 2016 Bonds will mature on June 1 in the years and in the principal amounts shown on the inside cover of this Official Statement. Interest on the 2016 Bonds will be payable on each June 1 and December 1, commencing December 1, 2016, and will be computed on the basis of a 360-day year comprised of twelve 30-day months. Interest on each 2016 Bond will be payable to the registered Bondholder at such registered Bondholder’s address as it appears on the Bond Register from the latest of: (i) such 2016 Bond’s Issue Date, (ii) the most recent Interest Payment Date to which interest has been paid thereon or duly provided for, or (iii) if the date of authentication of such 2016 Bond is after a Record Date but prior to the immediately succeeding Interest Payment Date, the Interest Payment Date immediately succeeding such date of authentication. “Record Date” means, with respect to the 2016 Bonds, the fifteenth (15th) day (whether or not a Business Day) of the month preceding the month in which such Interest Payment Date occurs. The 2016 Bonds will be issued as fully registered bonds without coupons in the denominations of $5,000 and any integral multiple thereof. DTC will act as the initial securities depository for the 2016 Bonds, which will be issued initially pursuant to a book-entry only system. See “APPENDIX E – BOOK-ENTRY SYSTEM.” Under the Indenture, the Commission may appoint a successor securities depository to DTC for the 2016 Bonds. The information under this caption, “THE 2016 BONDS,” is subject in its entirety to the provisions described in “APPENDIX E – BOOK-ENTRY SYSTEM” while the 2016 Bonds are in DTC’s book-entry system. 99 27366143.7 5 Redemption of 2016 Bonds * Optional Redemption. The 2016 Bonds maturing on or after June 1, 2027 shall be subject to redemption prior to their respective stated maturities, at the option of the Commission, from any source of available funds, as a whole or in part, on any date on or after June 1, 2026 at the principal amount of 2016 Bonds called for redemption plus accrued interest to the date fixed for redemption, without premium. Sufficient Funds Required for Optional Redemption. Any optional redemption of 2016 Bonds and notice thereof shall be conditional and rescinded and cancelled if for any reason on the date fixed for redemption moneys are not available in the Redemption Fund or otherwise held in trust for such purpose in an amount sufficient to pay in full on said date the principal of, interest, and any premium due on the 2016 Bonds called for redemption. Mandatory Redemption of the 2016 Bonds from Mandatory Sinking Account Payments. The 2016 Bonds maturing on June 1, 20__ (the “2016 Term Bonds”) shall be subject to mandatory redemption prior to their respective stated maturities, in part, by lot, from Mandatory Sinking Account Payments on each June 1 that a Mandatory Sinking Account Payment is due, in the principal amount equal to the Mandatory Sinking Account Payment due on such date and at a redemption price equal to 100% of the principal amount thereof, plus accrued but unpaid interest to the redemption date, without premium. Redemption Date (June 1) Mandatory Sinking Account Payment $ † _____________ † Final Maturity. Selection of 2016 Bonds for Redemption Selection of 2016 Bonds for Redemption. The Commission shall designate which maturities of any 2016 Bonds are to be called for optional redemption. If less than all 2016 Bonds maturing by their terms on any one date are to be redeemed at any one time, the Trustee shall select the 2016 Bonds of such maturity date to be redeemed in any matter that it deems appropriate and fair and shall promptly notify the Commission in writing of the numbers of the 2016 Bonds so selected for redemption. For purposes of such selection, 2016 Bonds shall be deemed to be composed of multiples of minimum Authorized Denominations and any such multiple may be separately redeemed. “Authorized Denomination” means, with respect to the 2016 Bonds, $5,000 and any integral multiple thereof. In the event of an optional redemption of the 2016 Term Bonds, the Commission shall designate the Mandatory Sinking Account Payments, or portions thereof, in an aggregate amount equal to the principal amount of 2016 * Preliminary, subject to change. 100 27366143.7 6 Term Bonds so optionally redeemed, that are to be reduced as allocated to such redemption, and such Mandatory Sinking Account Payments shall be reduced accordingly. Notice of Redemption Each notice of redemption is to be mailed by the Trustee not less than 20 nor more than 90 days prior to the redemption date, to DTC and other parties specified in the Indenture. Conveyance of notices and other communications by DTC to DTC Direct Participants, by DTC Direct Participants to DTC Indirect Participants, and by DTC Direct Participants and DTC Indirect Participants to Beneficial Owners of 2016 Bonds will be governed by arrangements among them, and the Commission and the Trustee will not have any responsibility or obligation to send a notice of redemption except to DTC. Failure of DTC to receive any notice of redemption or any defect therein will not affect the sufficiency of any proceedings for redemption. Purchase In Lieu of Redemption The Commission reserves the right at all times to purchase any of its 2016 Bonds on the open market. In lieu of mandatory redemption, the Commission may surrender to the Trustee for cancellation 2016 Term Bonds purchased on the open market, and such 2016 Term Bonds shall be cancelled by the Trustee. If any 2016 Term Bonds are so cancelled, the Commission may designate the Mandatory Sinking Account Payments or portions thereof within such 2016 Term Bonds so purchased that are to be reduced as a result of such cancellation. PLAN OF REFUNDING The proceeds of the 2016 Bonds will be applied to (i) refund all of the Outstanding 2009 Series A Bonds, (ii) retire a portion of the outstanding Notes, (iii) finance a termination payment in connection with the termination of the DBAG Swap Agreement, and (iv) pay the costs of issuance of the 2016 Bonds. The 2009 Series A Bonds will be currently refunded by depositing a portion of the proceeds of the 2016 Bonds, together with other available amounts, with the Trustee to redeem the 2009 Series A Bonds on October ___, 2016 at a redemption price equal to the principal amount thereof, without premium. In connection with the redemption of the 2009 Series A Bonds, the Commission will pay a termination payment in the estimated amount of $___________ to Deutsche Bank AG, the provider of the DBAG Swap Agreement. 101 27366143.7 7 ESTIMATED SOURCES AND USES OF PROCEEDS The proceeds from the sale of the 2016 Bonds are expected to be applied as follows: Sources of Funds: Principal Amount $ Bond Premium/Discount Total Sources: $ Uses of Funds: Transfer to 2009 Bonds Trustee $ Transfer to Notes Trustee DBAG Swap Agreement Termination Payment Costs of Issuance(1) Total Uses: $ ________________ (1) Includes the Initial Purchaser’s discount, Rating Agency fees, initial fees and expenses of the Trustee, printing costs, fees and expenses of Bond Counsel, Disclosure Counsel and the Financial Advisor and other miscellaneous costs of issuance. [Remainder of page intentionally left blank.] 102 27366143.7 8 DEBT SERVICE SCHEDULE (As of October 1, 2016) 2010 Series B Bonds 2016 Bonds Fiscal Year Ending June 30 2009 Bonds(1) 2010 Series A Bonds Principal Interest 2010 Series B Subsidy Payments(2) 2013 Bonds(3) Principal Interest Annual Net Debt Service(4) 2017 $7,166,165 $ 1,881,500 - $7,649,026 $ (2,982,113) - 2018 7,204,268 1,881,500 - 7,649,026 (2,982,113) $34,980,556 2019 7,235,014 1,881,500 - 7,649,026 (2,982,113) 34,983,113 2020 7,264,591 1,881,500 - 7,649,026 (2,982,113) 34,978,613 2021 7,274,432 1,881,500 - 7,649,026 (2,982,113) 34,979,113 2022 7,383,094 1,881,500 - 7,649,026 (2,982,113) 34,982,863 2023 7,380,728 1,881,500 - 7,649,026 (2,982,113) 34,983,113 2024 7,475,027 1,881,500 - 7,649,026 (2,982,113) 34,978,363 2025 7,450,235 1,881,500 - 7,649,026 (2,982,113) 34,978,550 2026 7,522,107 1,881,500 - 7,649,026 (2,982,113) 34,981,213 2027 7,582,942 1,881,500 - 7,649,026 (2,982,113) 34,978,988 2028 7,634,201 1,881,500 - 7,649,026 (2,982,113) 34,979,775 2029 7,671,500 1,881,500 - 7,649,026 (2,982,113) 34,980,950 2030 - 13,986,500 - 7,649,026 (2,982,113) 34,979,888 2031 - 13,986,250 - 7,649,026 (2,982,113) 34,978,963 2032 - 13,455,750 $ 530,000 7,649,026 (2,982,113) 34,980,288 2033 - - 14,010,000 7,612,949 (2,969,486) 34,980,713 2034 - - 14,630,000 6,659,288 (2,635,704) 34,982,088 2035 - - 15,275,000 5,663,424 (2,287,152) 34,971,000 2036 - - 15,955,000 4,623,655 (1,923,233) 34,979,563 2037 - - 16,660,000 3,537,598 (1,543,113) 34,983,050 2038 - - 17,330,000 2,403,552 (1,081,598) 34,982,788 2039 - - 17,980,000 1,223,899 (550,754) 34,979,838 Total(5) $96,244,303 $65,888,000 $112,370,000 $154,108,778 $(60,704,843) $769,563,381 ________________ (1) Interest on the 2009 Bonds is calculated assuming the interest rates are equal to the fixed rates on the Existing Swaps, without including any remarketing agent or liquidity provider fees and expenses. See “OTHER SALES TAX OBLIGATIONS – Existing Swap Agreements.” (2) Under the Indenture, Subsidy Payments expected to be received from the United States Treasury Department are treated as an offset to Debt Service. See “RISK FACTORS— Reduction in Subsidy Payments.” (3) Interest through and including December 1, 2017 will be paid from amounts deposited into the 2013 Capitalized Interest Fund and interest earnings thereon assumed at 0.92% per annum. (4) Net of amounts deposited into the 2013 Capitalized Interest Fund and interest earnings thereon. (5) Totals presented may not add due to rounding. 103 27366143.7 9 SECURITY AND SOURCES OF PAYMENT FOR THE 2016 BONDS Limited Obligation THE 2016 BONDS ARE LIMITED TAX OBLIGATIONS OF THE COMMISSION PAYABLE SOLELY FROM REVENUES AS DEFINED AND PROVIDED IN THE INDENTURE AND CERTAIN OTHER FUNDS PLEDGED UNDER THE INDENTURE. THE COMMISSION IS NOT OBLIGATED TO PAY THE 2016 BONDS EXCEPT FROM REVENUES AND THOSE CERTAIN OTHER FUNDS PLEDGED UNDER THE INDENTURE. THE 2016 BONDS DO NOT CONSTITUTE A DEBT OR LIABILITY OF THE STATE OR ANY POLITICAL SUBDIVISION OF THE STATE OTHER THAN THE COMMISSION, OR A PLEDGE OF THE FULL FAITH AND CREDIT OF THE STATE OR OF ANY POLITICAL SUBDIVISION OF THE STATE. THE GENERAL FUND OF THE COMMISSION IS NOT LIABLE, AND THE CREDIT OR TAXING POWER (OTHER THAN AS DESCRIBED IN THE INDENTURE) OF THE COMMISSION IS NOT PLEDGED, FOR THE PAYMENT OF THE 2016 BONDS, THEIR INTEREST, OR ANY PREMIUM DUE UPON REDEMPTION OF THE 2016 BONDS. THE 2016 BONDS ARE NOT SECURED BY A LEGAL OR EQUITABLE PLEDGE OF, OR CHARGE, LIEN OR ENCUMBRANCE UPON, ANY OF THE PROPERTY OF THE COMMISSION OR ANY OF ITS INCOME OR RECEIPTS, EXCEPT THE REVENUES AND THE CERTAIN OTHER FUNDS PLEDGED UNDER THE INDENTURE. Pledge of Revenues All Revenues, consisting of Sales Tax Revenues and Swap Revenues, are irrevocably pledged by the Commission to secure the punctual payment of the principal of, premium, if any, and interest on the 2016 Bonds and any additional Series of Bonds issued under the Indenture and all amounts owing on any Parity Obligations in accordance with their terms. The Revenues shall not be used for any other purpose while any of the Bonds or Parity Obligations remain Outstanding, except as permitted by the provisions of the Indenture permitting the application thereof for the purposes and on the terms and conditions set forth therein. Additionally, all amounts (including, as applicable, proceeds of the Bonds) held by the Trustee under the Indenture (except for amounts held in the Rebate Fund, any Letter of Credit Account and any Bond Purchase Fund) are pledged to secure the payment of all amounts owing on the Bonds and Parity Obligations, subject only to the provisions of the Indenture permitting the application thereof for the purposes and on the terms and conditions set forth therein. Pursuant to the Indenture, the pledge of Revenues constitutes a first lien to secure the Bonds and Parity Obligations. The pledge of Revenues shall be irrevocable until all Bonds issued under the Indenture, including the 2016 Bonds, and all Parity Obligations are no longer Outstanding. The Revenues pledged to the payment of the Bonds and Parity Obligations shall be applied without priority or distinction of one over the other and the Sales Tax Revenues shall constitute a trust fund for the security and payment of the Bonds and Parity Obligations; but nevertheless out of Revenues certain amounts may be applied for other purposes as provided in the Indenture. For a detailed description of the Sales Tax and projected receipts of Sales Tax Revenues, see “THE SALES TAX” herein. For a discussion of Swap Revenues, see “OTHER SALES TAX OBLIGATIONS – Existing Swap Agreements” herein. 104 27366143.7 10 Revenue Fund; Allocation of Revenues As long as any Bonds are Outstanding or any Parity Obligations remain unpaid, the Commission has assigned the Sales Tax Revenues to the Trustee and shall cause the Board of Equalization to transmit the same directly to the Trustee. The Sales Tax Revenues shall be received and held in trust by the Trustee for the benefit of the Holders of the Bonds and any Parity Obligations. The Trustee shall forthwith deposit all Sales Tax Revenues in the Revenue Fund, maintained and held in trust by the Trustee, when and as such Sales Tax Revenues are received by the Trustee. See “APPENDIX C – SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE – Allocation of Sales Tax Revenues.” Investment income on amounts held by the Trustee (other than amounts held in the Rebate Fund or for which particular instructions are provided) shall also be deposited in the Revenue Fund. In each month while Bonds remain Outstanding, the Trustee is required to set aside receipts of Sales Tax Revenues in the following respective funds, amounts and order of priority (provided that deficiencies in any previously required deposit shall be made up prior to the deposit to a fund subsequent in priority and further provided that set asides or transfers required with respect to Parity Obligations, including certain regularly scheduled payments pursuant to Interest Rate Swap Agreements that are payable on a parity with the 2016 Bonds, shall be made on a parity basis, as provided in the Indenture): 1. Interest Fund. The Indenture requires the Trustee to make monthly deposits in the Interest Fund in an amount equal to (a) one-sixth of the aggregate half-yearly amount of interest becoming due and payable on Outstanding Current Interest Bonds (other than Bonds constituting Variable Rate Indebtedness) during the ensuing six-month period, plus (b) the aggregate amount of interest to accrue during that month on Outstanding Variable Rate Indebtedness, calculated, if the actual rate of interest is not known, at the interest rate specified in writing by the Commission, or if the Commission has not specified an interest rate in writing, calculated at the maximum interest rate borne by such Variable Rate Indebtedness during the month prior to the month of deposit plus one hundred (100) basis points (provided, however, that the amount of such deposit into the Interest Fund for any month may be reduced by the amount by which the deposit in the prior month exceeded the actual amount of interest accrued and paid during that month on said Outstanding Variable Rate Indebtedness and provided further that the amount of such deposit into the Interest Fund for any month will be increased by the amount by which the deposit in the prior month was less than the actual amount of interest accruing during that month on said Outstanding Variable Rate Indebtedness). No deposit need be made into the Interest Fund if the amount contained therein is at least equal to the interest to become due and payable on the Interest Payment Dates falling within the next six (6) months upon all of the Outstanding Bonds issued under the Indenture, and on June 1 and December 1 of each year any excess amounts in the Interest Fund not needed to pay interest on such date (and not held to pay interest on Bonds having Interest Payment Dates other than June 1 and December 1) will be transferred to the Commission (but excluding, in each case, any moneys on deposit in the Interest Fund from the proceeds of any Series of Bonds or other source and reserved as capitalized interest to pay interest on any future Interest Payment Dates following such Interest Payment Dates). All Swap Revenues received with respect to Interest Rate Swap 105 27366143.7 11 Agreements that are Parity Obligations shall be deposited in the Interest Fund and credited to the above-required deposits, and payments on such Interest Rate Swap Agreements (other than fees and expenses and termination payments) shall be payable from the Interest Fund and the above-required deposits shall be adjusted to include such payments. The Third Supplemental Indenture provides that immediately upon receipt of any Subsidy Payment with respect to the 2010 Series B Bonds, the Trustee shall deposit such amounts into the Interest Fund. In addition, the Fifth Supplemental Indenture provides that amounts on deposit in the 2013 Capitalized Interest Fund shall be transferred to the Interest Fund, on or before the Interest Payment Dates and in the amounts specified therein, to be used solely for paying interest on the 2013 Bonds through December 1, 2017. 2. Principal Fund; Sinking Accounts. The Indenture also requires the Trustee to make monthly deposits in the Principal Fund in an amount equal to at least (a) one-sixth of the aggregate semiannual amount of principal and accreted value, if applicable, becoming due and payable within the next six months on Outstanding Bonds having semiannual maturity dates, plus (b) one-twelfth of the aggregate yearly amount of principal, accreted value, if applicable, becoming due and payable within the next twelve months on Outstanding Bonds having annual maturity dates, plus (c) one-sixth of the aggregate of the Mandatory Sinking Account Payments to be paid during the next six-month period into the respective Sinking Accounts for the Term Bonds of all Series for which Sinking Accounts have been created and for which semiannual mandatory redemption is required from said Sinking Accounts, plus (d) one-twelfth of the aggregate of the Mandatory Sinking Account Payments to be paid during the next 12-month period into the respective Sinking Accounts for the Term Bonds of all Series for which Sinking Accounts have been created and for which annual mandatory redemption is required from such Sinking Accounts; provided that if the Commission certifies to the Trustee that any principal payments are expected to be refunded on or prior to their respective due dates or paid from amounts on deposit in a Bond Reserve Fund that would be in excess of the Bond Reserve Requirement applicable to such Bond Reserve Fund upon such payment, no amounts are required to be set aside toward such principal to be so refunded or paid. All of the aforesaid deposits made in connection with future Mandatory Sinking Account Payments are to be made without priority of any payment into any one such Sinking Account over any other such payment. If the Sales Tax Revenues are not sufficient to make the required deposits so that moneys in the Principal Fund on any principal or mandatory redemption date are equal to the amount of Bond Obligation to become due and payable on the Outstanding Serial Bonds of all Series plus the Bond Obligation amount of and redemption premium on the Outstanding Term Bonds required to be redeemed or paid at maturity on such date, then such moneys will be applied on a Proportionate Basis and in such proportion as said Serial Bonds and said Term Bonds shall bear to each other, after first deducting for such purposes from said Term Bonds any of said Term Bonds required to be redeemed annually which will have been redeemed or purchased during the preceding 12-month period and any of said Term Bonds required to be redeemed semiannually which will have been redeemed or purchased during the six-month period ending on such date or the immediately preceding six month period. In the event that the Sales Tax Revenues will 106 27366143.7 12 not be sufficient to pay in full all Mandatory Sinking Account Payments required to be paid at any one time into all such Sinking Accounts, then payments into all such Sinking Accounts are to be made on a Proportionate Basis, in proportion that the respective Mandatory Sinking Account Payments required to be made into each Sinking Account during the then current 12-month period bear to the aggregate of all of the Mandatory Sinking Account Payments required to be made into all such Sinking Accounts during such 12-month period. No deposit must be made into the Principal Fund as long as such fund holds (i) moneys sufficient to pay the Bond Obligations of all then Outstanding Serial Bonds maturing by their terms within the next twelve (12) months plus (ii) the aggregate of all Mandatory Sinking Account Payments required to be made in such 12-month period, but less any amounts deposited into the Principal Fund during such 12-month period and theretofore paid from the Principal Fund to redeem or purchase Term Bonds during such 12-month period; provided that if the Commission certifies to the Trustee that any principal payments are expected to be refunded on or prior to their respective due dates or paid from amounts on deposit in a Bond Reserve Fund that would be in excess of the Bond Reserve Requirement applicable to such Bond Reserve Fund upon such payment, no amounts need be on deposit with respect to such principal payments. At the beginning of each Fiscal Year and in any event not later than June 1 of each year, the Trustee is required to request from the Commission a Certificate of the Commission setting forth the principal payments for which deposits will not be necessary pursuant to the preceding sentence and the reason therefor. On June 1 of each year or as soon as practicable thereafter any excess amounts in the Principal Fund not needed to pay principal on such date (and not held to pay principal on Bonds having principal payment dates other than June 1) are required to be transferred to the Commission. 3. Bond Reserve Fund. The Indenture also requires the Trustee to make deposits to the Bond Reserve Fund, to the extent required. No such deposits are currently required for any series of the Bonds. See “SECURITY AND SOURCES OF PAYMENT FOR THE 2016 BONDS – No Reserve Fund for 2016 Bonds.” 4. Subordinate Obligations Fund. As long as any Subordinate Obligations remain unpaid, any Revenues remaining in the Revenue Fund after the transfers described in (1), (2) and (3) above have been made shall be transferred to the trustee (the “Notes Trustee”) for the Commission’s Commercial Paper Notes (Limited Tax Bonds), Series A and Series B. After the Notes Trustee has made the required deposit of Revenues under the Subordinate Indenture, the Notes Trustee shall transfer any remaining Revenues back to the Trustee. 5. Fees and Expenses Fund. At the direction of the Commission, after the transfers described in (1), (2), (3) and (4) above have been made, the Trustee is required to deposit as soon as practicable in each month in the Fees and Expenses Fund (i) amounts necessary for payment of fees, expenses and similar charges (including fees, expenses and similar charges relating to any Liquidity Facility or Credit Enhancement for the Bonds or any Parity Obligations) owing in such month or the following month by the Commission in connection with the Bonds or any Parity Obligations and (ii) amounts 107 27366143.7 13 necessary for payment of fees, expenses and similar charges owing in such month or the following month by the Commission in connection with Subordinate Obligations. The Commission shall inform the Trustee of such amounts, in writing, on or prior to the first Business Day of each month. Any Revenues remaining in the Revenue Fund after the foregoing transfers described in (1), (2), (3), (4) and (5) above, except as the Commission shall otherwise direct in writing or as is otherwise provided in a supplemental indenture, shall be transferred to the Commission on the same Business Day or as soon as practicable thereafter. The Commission may use and apply the Revenues when received by it for any lawful purpose of the Commission, including the redemption of Bonds upon the terms and conditions set forth in the supplemental indenture relating to such Bonds and the purchase of Bonds as and when and at such prices as it may determine. If, five (5) days prior to any principal payment date, Interest Payment Date or mandatory redemption date, the amounts on deposit in the Revenue Fund, the Interest Fund, the Principal Fund, including the Sinking Accounts therein, and, as and to the extent not required to satisfy the Bond Reserve Requirement, any Bond Reserve Fund established in connection with the 2016 Bonds with respect to the payments to be made on such upcoming date are insufficient to make such payments, the Trustee shall immediately notify the Commission, in writing, of such deficiency and direct that the Commission transfer the amount of such deficiency to the Trustee on or prior to such payment date. The Commission has covenanted and agreed to transfer to the Trustee from any Revenues in its possession the amount of such deficiency on or prior to the principal, interest or mandatory redemption date referenced in such notice. See “APPENDIX C – SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE – Definitions” and “– Allocation of Sales Tax Revenues” for a more complete discussion. No Reserve Fund for 2016 Bonds The Commission is not funding a reserve fund for the 2016 Bonds. Neither the 2016 Bonds nor any other Bonds Outstanding are secured by a reserve fund. Additional Bonds and Parity Obligations The Commission currently has $751,300,000 in aggregate principal amount of its Bonds Outstanding, payable from Sales Tax Revenues on a parity with the 2016 Bonds. See “OTHER SALES TAX OBLIGATIONS – Existing Bonds.” Under the Indenture, the Commission may issue other obligations payable in whole or in part from Sales Tax Revenues, subject to the limitations of the Act and to the terms and conditions contained in the Indenture. Issuance of Additional Series of Bonds. The Commission may by Supplemental Indenture establish one or more additional Series of Bonds payable from Sales Tax Revenues and secured by the pledge made under the Indenture equally and ratably with the 2016 Bonds, but only upon compliance by the Commission with the provisions of the Indenture, including the conditions that: 108 27366143.7 14 (1) No Event of Default shall have occurred and then be continuing. (2) The aggregate principal amount of Bonds issued pursuant to the Indenture may not exceed any limitation imposed by the Act. (3) If so required in the Supplemental Indenture providing for the issuance of such Series, either (i) a Bond Reserve Fund shall be established to provide additional security for such Series of Bonds or (ii) the balance in an existing Bond Reserve Fund, forthwith upon the receipt of the proceeds of the sale of Bonds of such Series shall be increased, if necessary, to an amount at least equal to the Bond Reserve Requirement with respect to all Bonds to be considered Outstanding upon the issuance of Bonds of such Series. Said deposit may be made from the proceeds of the sale of Bonds of such Series or from other funds of the Commission or from both such sources or may be made in the form of a Reserve Facility. (4) The Commission shall place on file with the Trustee a Certificate of the Commission certifying that the amount of Sales Tax Revenues collected during the Fiscal Year for which audited financial statements are available preceding the date on which such additional Series of Bonds will become Outstanding shall have been at least equal to 1.5 times Maximum Annual Debt Service on all Series of Bonds and Parity Obligations then Outstanding and the additional Series of Bonds then proposed to be issued, which Certificate shall also set forth the computations upon which such Certificate is based. For purposes of determining Debt Service, interest on the 2010 Series B Bonds will be calculated net of the Subsidy Payments. See “APPENDIX C – SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE – Definitions.” Nothing in the Indenture shall prevent or be construed to prevent the Supplemental Indenture providing for the issuance of an additional Series of Bonds from pledging or otherwise providing, in addition to the security given or intended to be given by the Indenture, additional security for the benefit of such additional Series of Bonds or any portion thereof. Issuance of Refunding Bonds. Refunding Bonds may be authorized and issued by the Commission without compliance with the provisions of the Indenture described above under (4) “Issuance of Additional Series of Bonds” and other terms of the Indenture; provided, that Maximum Annual Debt Service on all Bonds and Parity Obligations Outstanding following the issuance of such Refunding Bonds is less than or equal to Maximum Annual Debt Service on all Bonds and Parity Obligations Outstanding prior to the issuance of such Refunding Bonds, or (ii) that the Commission expects a reduction in Debt Service on all Bonds Outstanding and all Parity Obligations outstanding to result from the refunding to be effected with the proceeds of such Refunding Bonds. Issuance of Parity Obligations. The Commission may also issue Parity Obligations which will have, when issued, an equal lien and charge upon the Sales Tax Revenues, provided that the conditions to the issuance of such Parity Obligations set forth in the Indenture are satisfied, including satisfaction of the coverage test described in subsection (4) above under the caption “Issuance of Additional Series of Bonds” (unless such Parity Obligations are being issued for refunding purposes, in which case the coverage test shall not apply). 109 27366143.7 15 As defined in the Indenture, “Parity Obligations” means any indebtedness, installment sale obligation, lease obligation or other obligation of the Commission for borrowed money, the Existing Swaps or any other Interest Rate Swap Agreement (excluding fees and expenses and termination payments on Interest Rate Swap Agreements) entered into in connection with a Series of Bonds, in each case incurred in accordance with the provisions of the Indenture and having an equal lien and charge upon the Sales Tax Revenues and therefore being payable on a parity with the Bonds (whether or not any Bonds are Outstanding). The Commission’s obligation to make regularly scheduled payments under the Existing Swap Agreements (as defined below) constitutes a Parity Obligation under the Indenture. The Ordinance, as amended, limits the amount of the Commission’s bonds secured by Sales Tax Revenues to a maximum aggregate principal amount of $975 million at any one time outstanding. See “OTHER SALES TAX OBLIGATIONS – Limitation on Outstanding Sales Tax Obligations.” OTHER SALES TAX OBLIGATIONS Existing Bonds On July 3, 2013, the Commission issued $462,200,000 in original, aggregate principal amount of its Sales Tax Revenue Bonds (Limited Tax Bonds) 2013 Series A (the “2013 Bonds”), which are currently outstanding in the aggregate principal amount of $462,200,000. The 2013 Bonds mature, subject to optional and mandatory sinking fund redemption prior thereto, on June 1, 2039. On November 30, 2010, the Commission issued $37,630,000 in original, aggregate principal amount of its Sales Tax Revenue Bonds (Limited Tax Bonds) 2010 Series A (Tax- Exempt) (the “2010 Series A Bonds”) and $112,370,000 in original, aggregate principal amount of its Sales Tax Revenue Bonds (Limited Tax Bonds) 2010 Series B (Taxable Build America Bonds) (the “2010 Series B Bonds,” and together with the 2010 Series A Bonds, the “2010 Bonds”). The 2010 Series A Bonds consist of 5.00% Term Bonds maturing on June 1, 2032, and the 2010 Series B Bonds consist of 6.807% Term Bonds maturing on June 1, 2039, subject in each case to mandatory redemption from Mandatory Sinking Account Payments. The 2010 Series B Bonds have been designated by the Commission as “Build America Bonds” that are “qualified bonds” under the American Recovery and Reinvestment Act of 2009 (the “Stimulus Act”). The Trustee is to receive on the Commission’s behalf cash subsidy payments from the United States Treasury (“Subsidy Payments”) equal to 35% of the interest payable on the 2010 Series B Bonds, or 45% of the interest payable on such 2010 Series B Bonds that have been additionally designated as “Recovery Zone Economic Development Bonds.” On March 1, 2013, the federal government announced the implementation of certain automatic spending cuts known as the sequester. As a result of the sequester, Subsidy Payments for the 2010 Series B Bonds will be reduced by 6.8% (or approximately $202,800) for the federal fiscal year ending September 30, 2016 unless Congressional action changes the reduction percentage. See “RISK FACTORS – Reduction in Subsidy Payments.” The Commission is obligated to make all payments of Debt Service on the 2010 Series B Bonds from Revenues 110 27366143.7 16 regardless of whether it receives the full amount of the Subsidy Payments. The Commission does not believe that the reduction in Subsidy Payments due to the sequester will have a material adverse effect on the Commission’s ability to pay Debt Service on the 2010 Series B Bonds or any other Bonds. On October 1, 2009, the Commission issued $185,000,000 in original, aggregate principal amount of its Sales Tax Revenue Bonds (Limited Tax Bonds) 2009 Series A, 2009 Series B and 2009 Series C (collectively, the “2009 Bonds”), which are currently outstanding in the aggregate principal amount of $139,100,000. The 2009 Bonds mature, subject to mandatory sinking fund redemption prior thereto, on June 1, 2029 and are variable rate obligations currently bearing interest at a weekly rate. To hedge its variable rate exposure on the 2009 Bonds, the Commission entered into interest rate swap agreements with Bank of America, N.A. and Deutsche Bank AG, New York Branch, as described further in “Existing Swap Agreements” below. The 2009 Bonds are currently subject to optional tender by the holders thereof. The payment of the purchase price of tendered 2009 Bonds is payable from the proceeds of remarketing the 2009 Bonds and, to the extent remarketing proceeds are insufficient therefor, from amounts available from Standby Bond Purchase Agreements relating to each series of the 2009 Bonds (each, a “2009 Bonds Liquidity Facility”), between the Commission and The Bank of Tokyo-Mitsubishi UFJ, Ltd., acting through its New York Branch (the “2009 Bonds Liquidity Provider”), or from any Alternate Liquidity Facility that may be obtained by the Commission in the future. Each 2009 Bonds Liquidity Facility expires on March 15, 2019, unless extended by the parties thereto. The obligation of the Commission to reimburse the 2009 Bonds Liquidity Provider and to make any other payments under a 2009 Bonds Liquidity Facility is secured by a pledge of Sales Tax Revenues on a parity with the pledge securing the Bonds, including the 2016 Bonds. Under certain circumstances, 2009 Bonds purchased by the 2009 Bonds Liquidity Provider and not remarketed may become Liquidity Facility Bonds. Such Liquidity Facility Bonds shall bear interest as provided in the relevant 2009 Bonds Liquidity Facility and may be subject to mandatory prepayment upon the occurrence of certain events of default described in such 2009 Bonds Liquidity Facility. A portion of 2016 Bond proceeds will be applied to redeem all of the Outstanding 2009 Series A Bonds. See “PLAN OF REFUNDING” herein. Existing Swap Agreements The Commission has entered into interest rate swap agreements with Bank of America, N.A. and Deutsche Bank AG, New York Branch described below (collectively, the “Existing Swap Agreements”), in the combined initial notional amount of $185,000,000 (subject to amortization corresponding to the amortization of the 2009 Bonds, which are currently Outstanding in the aggregate principal amount of $139,100,000). A portion of 2016 Bond proceeds will be applied to terminate the DBAG Swap. See “PLAN OF REFUNDING” herein. The Existing Swap Agreements have an effective date of October 1, 2009 and expire on June 1, 2029, and are designed to provide that the interest obligation with respect to the 2009 Bonds when combined with the Existing Swap Agreements approximates a synthetic fixed rate: 111 27366143.7 17 (i) An ISDA Master Agreement, dated as of August 22, 2006, between Bank of America, N.A. (“BofA”) and the Commission, as supplemented by the Schedule, dated as of August 22, 2006 and the confirmation of a transaction with an initial notional amount of $100,000,000 entered into on August 22, 2006 between BofA and the Commission (the “BofA Swap Agreement”). (ii) An ISDA Master Agreement, dated as of September 24, 2008, between Deutsche Bank AG, New York Branch (“DBAG”) and the Commission, as supplemented by the Schedule, dated as of September 24, 2008 and the confirmation of a transaction with an initial notional amount of $85,000,000 entered into on September 24, 2008 between DBAG and the Commission (the “DBAG Swap Agreement”). The Commission’s obligation to make regularly scheduled payments to the swap counterparties under the Existing Swap Agreements is secured by Sales Tax Revenues on a parity basis with the Commission’s obligation to pay principal of and interest on the Bonds, including the 2016 Bonds, and therefore such obligation constitutes a Parity Obligation under the Indenture. The Commission’s obligation to make any early termination payment under the Existing Swap Agreements is secured by a pledge of Sales Tax Revenues subordinate to the pledge of Sales Tax Revenues in favor of the Bonds, Parity Obligations and payment of principal of and interest on Subordinate Obligations. The BofA Swap Agreement currently is outstanding in the notional amount of $75,200,000, subject to amortization as set forth therein, which corresponds to the combined amortization of the 2009 Series B Bonds and 2009 Series C Bonds. Pursuant to this agreement, BofA has agreed to pay the Commission a floating rate equal to 67% of USDLIBOR (One Month) and the Commission has agreed to pay BofA a fixed rate equal to 3.679%. The BofA Swap Agreement is subject to early termination in the event that the unenhanced ratings on the Bonds issued by Moody’s Investors Service (“Moody’s”) and Standard & Poor’s Rating Services (“S&P”) fall below investment grade or are withdrawn or suspended; a reduction in the long- term unsubordinated ratings of BofA below investment grade can also result in an early termination of the BofA Swap Agreement. The Commission has the option of terminating the BofA Swap Agreement upon two Business Days’ notice provided it has sufficient funds to pay any early termination amount. The Commission is not required to post collateral with respect to its obligations under the BofA Swap Agreement. The DBAG Swap Agreement currently is outstanding in the notional amount of $63,900,000) , subject to amortization as set forth therein, which corresponds to the amortization of the 2009 Series A Bonds. Pursuant to this agreement, DBAG has agreed to pay the Commission a floating rate equal to 67% of USDLIBOR (One Month) and the Commission has agreed to pay DBAG a fixed rate equal to 3.206%. The DBAG Swap Agreement is subject to early termination in the event that the unenhanced ratings on the Bonds issued by Moody’s and S&P fall below investment grade or are withdrawn or suspended; a reduction in the unenhanced ratings of the long-term unsecured unsubordinated debt of DBAG below investment grade can also result in an early termination of the DBAG Swap Agreement. The Commission has the option of terminating the DBAG Swap Agreement upon two Business Days’ notice provided it has sufficient funds to pay any early termination amount. The Commission is not required to 112 27366143.7 18 post collateral with respect to its obligations under the DBAG Swap Agreement. On May 23, 2016, Moody’s Investors Service downgraded the ratings of DBAG and its affiliates: DBAG’s long-term deposit rating was downgraded to A3 from A2, its senior unsecured debt rating was downgraded to Baa2 from Baa1, its standalone baseline credit assessment was downgraded to Ba1 from Baa3, and its counterparty risk assessment was downgraded to A3(cr) from A2(cr). DBAG’s short-term ratings and short-term counterparty risk assessments were also downgraded to Prime-2 from Prime-1 and to Prime-2(cr) from Prime-1(cr), respectively. In the event of an early termination of one or both of the Existing Swap Agreements, a termination payment will be payable by either the Commission or the swap counterparty depending on the then current market value of the Existing Swap Agreement subject to termination. Any such termination payment payable by the Commission could be substantial. As of ________, 2016, the value of the termination payment, if each of the Existing Swap Agreements were terminated based on the mid-market swap curve and assuming functioning markets, was estimated by the Commission’s financial advisor to be approximately $______ payable by the Commission for the BofA Swap Agreement and $__________ payable by the Commission for the DBAG Swap Agreement. Any early termination payments are payable from Sales Tax Revenues on a basis subordinate to the Bonds (including the 2016 Bonds). Subordinate Obligations The Commission may issue obligations (“Subordinate Obligations”) payable out of Sales Tax Revenues on a basis subordinate to the payment of the principal, premium, interest and reserve fund requirements for the Bonds and all Parity Obligations, as the same become due and payable. The Commission's Sales Tax Revenue Commercial Paper Notes (Limited Tax Bonds), Series A (the “Notes”) and the credit agreement supporting the Notes constitute Subordinate Obligations under the Indenture. The Commission’s obligation to make early termination payments under the Existing Swap Agreements is secured by a pledge of the Sales Tax Revenues subordinate to the pledge in favor of the 2016 Bonds, Parity Obligations and payment of principal of and interest on Subordinate Obligations. As of ________, 2016, there was [$20,000,000] in principal amount of Notes outstanding out of an authorized $60,000,000 program. The program was initially established at a maximum of $185,000,000 in principal amount and has been reduced to a maximum of $60,000,000 in principal amount. The Commission intends to retire $_________ in principal amount of the Notes currently outstanding with a portion of the proceeds of the 2016 Bonds. See “PLAN OF REFUNDING” and “ESTIMATED SOURCES AND USES OF PROCEEDS.” The principal of and interest on the Notes are payable from draws under an irrevocable, direct-pay letter of credit (the “CP Letter of Credit”) issued by State Street Bank and Trust Company (the “CP Bank”). The stated amount of the Letter of Credit is $60,750,000. The CP Letter of Credit expires in October 2017, unless terminated earlier as provided in the related reimbursement agreement. The Commission’s obligation to reimburse the CP Bank for draws under the CP Letter of Credit to pay the principal of and interest on the Notes is secured by a pledge of Sales Tax Revenues subordinate to the pledge in favor of the holders of the Bonds, including the 2016 Bonds, and on parity with the obligation to pay Note holders. If the Commission is unable to extend or replace the CP Letter of Credit by its expiration date, the Commission may refund any 113 27366143.7 19 related Notes and any related reimbursement obligations due to the CP Bank with the proceeds of an additional Series of Bonds, in accordance with the requirements of the Indenture. See “SECURITY AND SOURCES OF PAYMENT FOR THE 2016 BONDS – Additional Bonds and Parity Obligations” herein. Limitation on Outstanding Sales Tax Obligations Under the Ordinance, as amended, the Commission has the power to sell or issue, from time to time, bonds or other evidence of indebtedness, including but not limited to capital appreciation bonds, secured solely by Sales Tax Revenues, in the aggregate principal amount at any one time outstanding of not to exceed $975 million. A ballot measure increasing the limitation from its original $500 million amount to $975 million was approved by a majority of those voting at a special election held in the County on November 2, 2010. See “SECURITY AND SOURCES OF PAYMENT FOR THE 2016 BONDS – Additional Bonds and Parity Obligations” herein. THE SALES TAX General The Act, among other things, authorizes the Commission to develop a countywide consensus on a proposed transaction expenditure plan to be submitted to the voters as part of an ordinance imposing a retail transactions and use tax in the County in accordance with the provisions of the California Transactions and Use Tax Law (Revenue and Taxation Code Section 7251, et seq.). In accordance with the Act, on November 5, 2002, more than two-thirds of the voters of the County voting on the measure approved Measure “A,” which authorized the imposition of the Sales Tax in the County. The Sales Tax commenced on July 1, 2009 and will be collected for a thirty-year period ending on June 30, 2039. The Sales Tax consists of a one- half of one percent (1/2%) sales tax on the gross receipts of retailers from the sale of tangible personal property sold in the County and a use tax at the same rate upon the storage, use or other consumption in the County of such property purchased from any retailer for storage, use or other consumption in the County, subject to certain limited exceptions described below. See “RIVERSIDE COUNTY TRANSPORTATION COMMISSION – The Transportation Expenditure Plan” herein. The one-half of one percent sales tax imposed in the County for transportation purposes and administered by the Commission, is in addition to the sales tax levied statewide by the State of California (the “State”) and certain other sales taxes imposed by cities and local agencies within the County. Proposition 30, approved by the voters of the State in the November 2012 election, increased the statewide sales tax by one-quarter of one percent, from 7.25% to 7.5%, for a period of four years from January 1, 2013 to but excluding January 1, 2017. In general, the statewide sales tax applies to the gross receipts of retailers from the sale of tangible personal property. The statewide use tax is imposed on the storage, use or other consumption in the state of property purchased from a retailer for such storage, use or other consumption. Since the use tax does not apply to cases where the sale of the property is subject to the sales tax, the application of the use tax generally is to purchases made outside of the State for use within the State. 114 27366143.7 20 The Sales Tax generally is imposed upon the same transactions and items subject to the sales and use tax levied statewide by the State (hereinafter collectively referred to as the “State Sales Tax”), with generally the same exceptions. Many categories of transactions are exempt from the State Sales Tax and the Sales Tax. The most important of these exemptions are: sales of food products for home consumption, prescription medicine, edible livestock and their feed, seed and fertilizer used in raising food for human consumption, and gas, electricity and water when delivered to consumers through mains, lines and pipes. In addition, “Occasional Sales” (i.e., sales of property not held or used by a seller in the course of activities for which he or she is required to hold a seller’s permit) are generally exempt from the State Sales Tax and from the Sales Tax; however, the “Occasional Sales” exemption does not apply to the sale of an entire business and other sales of machinery and equipment used in a business. Sales of property to be used outside the county which are shipped to a point outside the county, pursuant to the contract of sale, by delivery to such point by the retailer, or by delivery by the retailer to a carrier for shipment to a consignee, at such point, are exempt from the State Sales Tax and from the Sales Tax. Action by the State Legislature or by voter initiative or judicial decisions interpreting State law could change the transactions and items upon which the State Sales Tax and the Sales Tax are imposed. Such changes or amendments could have either an adverse or beneficial effect on Sales Tax Revenues. The Commission is not currently aware of any proposed legislative change which would have a material adverse effect on Sales Tax Revenues. See also “RISK FACTORS – Proposition 218” herein. Collection of Sales Tax Revenues Collection of the Sales Tax is administered by the Board of Equalization. The Commission and the Board of Equalization have entered into an agreement for state administration of district transactions and use taxes to authorize payment of Sales Tax Revenues directly to the Trustee. The Board of Equalization, after deducting amounts payable to itself, is required to remit the balance of amounts received from the Sales Tax directly to the Trustee. The Trustee is required to apply the Sales Tax Revenues to make deposits to the funds and accounts established under the Indenture and to transfer the remaining amounts to U.S. Bank National Association, as issuing and paying agent for the Notes (the “Issuing and Paying Agent”). See “SECURITY AND SOURCES OF PAYMENT FOR THE 2016 BONDS” herein. The remaining unapplied Sales Tax Revenues, if any, are applied to pay fees, expenses and similar charges relating to any Liquidity Facility or Credit Enhancement, or otherwise owing in connection with the Bonds or Parity Obligations, and thereafter are transferred to the Commission for use for any purpose contemplated by the Ordinance. The fee that the Board of Equalization is authorized to charge for collection of the Sales Tax is determined by State legislation. The Board of Equalization fee for collection of the Sales Tax for Fiscal Year 2015-16 was $1,984,900. The Board of Equalization fee for collection of the Sales Tax for Fiscal Year 2016-17 is estimated at $2,006,180. 115 27366143.7 21 Historical Sales Tax Revenues The following table sets forth net sales tax revenues for the Fiscal Years indicated below. RIVERSIDE COUNTY TRANSPORTATION COMMISSION HISTORICAL SALES TAX REVENUES Fiscal Year Ended June 30 Net Sales Tax Revenues(1) % Change From Prior Fiscal Year 2007 $154,539,723 - 2008 142,537,548 (7.77) 2009 119,688,289 (16.03) 2010 114,526,254 (4.31) 2011 123,439,833 7.78 2012 134,984,307 9.35 2013 149,428,124 10.70 2014 156,355,894 4.64 2015 163,092,776 4.31 2016 [Expected 9/15](2) ________________ (1) Net of Board of Equalization administrative fee. (2) Preliminary, unaudited. Source: The Commission. The Commission is unable to predict if annual Sales Tax Revenues will continue to increase. For a summary of historical taxable retail sales within the County, see the table entitled “County of Riverside, Taxable Sales Transactions” in “APPENDIX B – COUNTY OF RIVERSIDE DEMOGRAPHIC AND ECONOMIC INFORMATION.” The following table sets forth the Maximum Annual Debt Service coverage on the Bonds (including the 2016 Bonds) based on Sales Tax Revenues for the Fiscal Year ended June 30, 2016. Sales Tax Revenues Fiscal Year Ended June 30, 2016 Maximum Annual Debt Service on all Bonds(1) Coverage Ratio $_____________ $________(2) ____(2) ________________ (1) Interest on variable rate debt is calculated assuming the interest rates are equal to the fixed rates on the Existing Swaps, without including any remarketing agent or liquidity provider fees and expenses. The Subsidy Payments relating to the Series 2010 Bonds are treated as an offset to Debt Service and the Maximum Annual Debt Service presented in the table above is reduced by the Subsidy Payments. See “DEBT SERVICE SCHEDULE” and “RISK FACTORS – Reduction in Subsidy Payments” herein. (2) Includes debt service on 2016 Bonds. Source: The Commission and Fieldman, Rolapp & Associates. 116 27366143.7 22 RIVERSIDE COUNTY TRANSPORTATION COMMISSION General The Commission is charged with a number of important responsibilities in serving the residents of the County. Administering the sales tax program, which has raised more than $1 billion, has been by far the most prominent of these responsibilities. The Commission, which has the responsibility of placing future transportation ballot measures before the public, was successful in November 2002 in obtaining more than two-thirds voter approval of the Sales Tax. In addition to the Commission’s Measure A responsibilities, the Commission has also been designated as the congestion management agency (the “CMA”) for the County. As the CMA, the Commission has developed a congestion management program that more effectively utilizes transportation funds by linking land use, transportation and air quality efforts. The Commission serves as the Service Authority for Freeway Emergencies and operates the freeway service patrol (the “FSP”) for the County. The results of these programs – 597 call boxes along the County roadways and 21 FSP tow trucks providing assistance to more than 43,000 motorists annually – are among the most visible of the Commission’s programs. State Route 91 (“SR-91”) is an east-west limited access highway running from Interstate 110 in Los Angeles County at its western end, through Orange County and to the interchange of Interstate 215 (“I-215”) and State Route 60 (“SR-60”) in Riverside County on its eastern end. In Orange County, two tolled express lanes (“OCTA SR-91 Express Lanes”) are operated in each direction by the Orange County Transportation Authority (“OCTA”). The OCTA SR-91 Express Lanes were constructed in the median area of SR-91, beginning west of the SR-91/State Route 55 (“SR-55”) interchange and terminating near the Orange County/Riverside County line. The Riverside SR-91 Corridor Improvement Project (the “SR-91 Project”) will connect with the OCTA SR-91 Express Lanes at the Orange County/Riverside County line using a two-mile long mixing area (allowing vehicles to use either or both sections of the tolled lanes) and continue approximately eight miles to the Interstate 15 (“I-15”)/SR-91 interchange in Riverside County, California. Payment of the 2016 Bonds from Sales Tax Revenues is not conditioned upon the construction or operation of the SR-91 Project or the payment of the Commission’s Toll Revenue Senior Lien Bonds, 2013 Series A and 2013 Series B issued in connection with the SR-91 Project, however, see “RISK FACTORS - Financial and Operating Risks of the SR-91 Project.” In 1998, the State Legislature gave new authority to the Commission by changing the way funding is distributed from the State Transportation Improvement Program, which is funded through state and federal gas taxes. In simple terms, counties no longer apply to the State for funding their most urgent transportation needs. Instead, State transportation dollars are given directly as an entitlement, leaving the decision making about transportation spending up to the designated county transportation commission like the Commission. While this gives the Commission greater control over how transportation dollars are spent, it also requires a much higher level of local communication and participation to determine how these dollars are spent throughout a county with many transportation needs. The Commission has the responsibility to program funds received under the California Transportation Development Act, a statewide 117 27366143.7 23 source of funding for transit purposes, primarily to the County’s major public transit providers, although the Commission has no responsibility to provide transit services. To enhance County-wide participation and improve its decision-making, the Commission made a major change in its structure in 1999 by expanding the Board from eight members to 30. The Board expanded in 2008, 2010 and 2011 with the addition of four members in total representing newly incorporated cities. The current Board now has 34 members. The expanded Commission ensures better representation throughout the County and provides the participatory framework for continued success in carrying out these responsibilities. The Transportation Expenditure Plan On November 5, 2002, 69.2% of the voters of the County approved Measure “A” – The Riverside County Transportation Commission Transportation Expenditure Plan (the “Expenditure Plan”) and Retail Transaction and Use Tax Ordinance (the “Ordinance”) which expressed the following concerns in its preamble: “The transportation system in Riverside County is rapidly deteriorating and our population and economy are growing rapidly. Maintenance and repairs of existing roadways and improvements to relieve congestion cannot be accomplished with available funds. Without additional funds, the system will bog down and pavement will crumble into permanent disrepair…. Local governments must either generate revenues to expand our system and maintain our investments or watch the system collapse and endanger the health, welfare and safety of all Riverside County residents.” The goals of the Expenditure Plan are as follows: (1) Maintain and improve the quality of life in Riverside County by supplementing existing funds for transportation; (2) provide for accountability in the expenditure of taxpayer funds; (3) provide for equity in the distribution of Measure “A” Revenues; and (4) provide for local control of the Transportation Improvement Program. To address the concerns as expressed in the preamble, and to accomplish its goals and policies, the Ordinance provided that sales tax revenues be distributed to the specific geographic areas of Riverside County (i.e., Western County, Coachella Valley, and Palo Verde Valley) based on their proportionate share of revenues generated in the County, and that funds (including proceeds of bonds secured by such sales tax revenues) be allocated for highway and regional arterial projects, local streets and roads, transit and commuter rail, new corridors and economic development. In the Western County, $370 million is to be used for new corridor projects, $1.020 billion for highway projects, $300 million for regional arterial projects, $390 million for public transit, $970 million for local street and road improvements, $270 million for bond financing costs, and the remaining $40 million for economic development projects. In the Coachella Valley, fifty percent is to be earmarked for its highway and regional arterial system, 118 27366143.7 24 thirty-five percent for local streets and roads, and the remaining fifteen percent for transit. All Palo Verde Valley funds are designated for the maintenance of local streets and roads. Commissioners Section 130053 of the California Public Utilities Code specifies that the Commission consists of five members of the Riverside County Board of Supervisors, one member from each incorporated city in Riverside County (each of whom must be a mayor or member of the City Council) and one non-voting member appointed by the governor of the State of California. The role of the Commission is to act as a policy-making board for Riverside County transportation activities. Executive Staff The Commission’s key staff members, the position held by each and a brief statement of the background of each staff member are set forth below. Anne Mayer, Executive Director. Anne Mayer was appointed in October 2007 as the Executive Director of the Commission. She is responsible for overall management of the Commission including execution of operational policies and procedures and all personnel decisions. Ms. Mayer joined the Commission in May 2005 as Deputy Executive Director. Prior to joining the Commission, she was the District 8 Director for the California Department of Transportation (“Caltrans”). As District Director, she was responsible for management of the State highway system in San Bernardino and Riverside counties. Ms. Mayer is a Professional Engineer in the State of California with over 30 years of experience in the public works field, working at Caltrans for 14 of those years. Ms. Mayer holds a civil engineering degree from Michigan State University. John Standiford, Deputy Executive Director. In January 2008, John Standiford was appointed as Deputy Executive Director for the Commission. He joined the Commission in 1999 and was the Public Affairs Director prior to his current appointment. Mr. Standiford also served as the Manager of Government and Media Relations for the Orange County Transportation Authority, where he worked for more than seven years. Earlier in his career, Mr. Standiford worked for three state legislators from the Los Angeles area. He received his bachelor and masters degrees from the University of California, Irvine. Theresia Trevino, Chief Financial Officer. Ms. Trevino joined the Commission as the Chief Financial Officer in January 2004. Ms. Trevino previously worked as Manager of Accounting and Financial Reporting for the Orange County Transportation Authority. She also served as an adjunct professor for governmental accounting and reporting at the University of Redlands. Ms. Trevino’s 19-year public accounting career included 16 years with Ernst & Young LLP. As Senior Manager in its Assurance and Advisory Business Services practice serving government clients, she led the development of the Southern California practice and served as a national technical resource. She is a Certified Public Accountant in California and completed the Executive Management Program at the University of California, Riverside. Ms. Trevino received a bachelor of science degree in accounting from Loyola Marymount University with Magna Cum Laude Honors. 119 27366143.7 25 Cash and Investments As of May 31, 2016 (based on unaudited financial information), the Commission had approximately $741.6 million, at book value, in cash and investments. Such cash and investments were comprised of non-discretionary trust accounts (including commercial paper proceeds and debt service principal and interest funds) of approximately $186.7 million and discretionary (operating) accounts of approximately $554.9 million. The non-discretionary trust accounts are primarily invested in specific debt securities and money market mutual funds. The discretionary accounts were invested, as of May 31, 2016, as follows: Cash and Investments Percentage of Total Book Value as of May 31, 2016 Riverside County Pooled Investment Fund 85.8% Local Agency Investment Fund 0.7 Operations Pooled Investments (in debt securities) 9.1 Bank deposits 4.4 Total 100.0% Additional information regarding the Commission’s cash and investments is included in “Note 1. Summary of Significant Accounting Policies — Cash and Investments” and “Note 2. Cash and Investments” in the Notes to Financial Statements in “APPENDIX A — COMMISSION AUDITED FINANCIAL STATEMENTS FOR FISCAL YEAR ENDED JUNE 30, 2015.” The Commission engaged an investment manager to advise the Commission on the investment of proceeds of the 2013 Bonds and the Toll Revenue Bonds and a second investment manager to advise the Commission on the investment of funds held in certain discretionary accounts. Debt Management Policy The Commission’s Board has adopted a Debt Management Policy with periodic revisions with the most recent revision approved by the Board on April 10, 2013. Since its initial adoption by the Board, the Debt Management Policy has stated that one of the Commission’s main objectives in the sale of debt payable from Sales Tax Revenues is to maintain a 2.0x debt service coverage ratio. The Debt Management Policy is always subject to further revision by majority action of the Commissioners. RISK FACTORS Economic Conditions The amount of Sales Tax Revenues collected at any time is directly dependent upon the level of retail sales within the County. During the latter part of 2007 through 2010 the economy of the County was in a recession, as evidenced by a high unemployment rate, a decrease in total personal income and taxable sales, a drop in residential and commercial building permits, a decline in the rate of home sales and the median price of single-family homes and condominiums, an increase in notices of default on mortgage loans secured by homes and condominiums and an increase in foreclosures resulting from such defaults. No assurance can be 120 27366143.7 26 provided that a future recession or economic decline will not adversely impact the level of retail sales within the County and therefore the amount of Sales Tax Revenues available to the Commission. For information relating to economic conditions within the County and the State, see “APPENDIX B – COUNTY OF RIVERSIDE DEMOGRAPHIC AND ECONOMIC INFORMATION.” Investments The Commission has significant holdings in the Riverside County Investment Pool, which contains a broad range of investments. Market fluctuations have affected and will continue to affect the value of those investments and those fluctuations may be and historically have been material. Recent market disruptions have exacerbated the market fluctuations, but as a result of stable investments in government securities, the Commission’s portfolio has not suffered any major losses with respect to the principal amount of funds invested. The Commission has experienced a reduction in interest income on such investments as a result of current market conditions. See “RIVERSIDE COUNTY TRANSPORTATION COMMISSION – Cash and Investments.” Parity with Liquidity Facility Bonds The Indenture does not provide the remedy of acceleration of any Bonds, including the 2016 Bonds, in the event of a default in the payment of principal of and interest on the Bonds when due; provided, however, that if any 2009 Bonds become Liquidity Facility Bonds, such Liquidity Facility Bonds are subject to mandatory prepayment as set forth in the related 2009 Bonds Liquidity Facility. Each 2009 Bonds Liquidity Facility generally provides that Liquidity Facility Bonds unable to be remarketed are subject to redemption in six equal semi-annual installments commencing 180 days following the earlier of (i) the related purchase date or (ii) the expiration date of the applicable 2009 Bonds Liquidity Facility. See “OTHER SALES TAX OBLIGATIONS – Existing Bonds.” Upon a default by the Commission, each Holder of a 2016 Bond will have the rights to exercise the remedies set forth in the Indenture, subject to the limitations thereon. See “APPENDIX C – SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE.” The Sales Tax With limited exceptions, the Sales Tax will be imposed upon the same transactions and items subject to the sales tax levied statewide by the State. The State Legislature or the voters within the State, through the initiative process, or judicial decisions interpreting State law, could change or limit the transactions and items upon which the statewide sales tax and the Sales Tax are imposed. Any such change or limitation could have an adverse impact on the Sales Tax Revenues collected. For a further description of the Sales Tax, see “THE SALES TAX.” Increased Internet Use May Reduce Sales Tax Revenues The increasing use of the Internet to conduct electronic commerce may affect the levels of Sales Tax Revenues. Internet sales of physical products by businesses located in the State, and Internet sales of physical products delivered to the State by businesses located outside of the State are generally subject to the Sales Tax. The Commission believes that many of these 121 27366143.7 27 transactions may avoid taxation either through error or deliberate non-reporting and this potentially reduces the amount of Sales Tax Revenues. As a result, the more that the Internet is used to conduct electronic commerce, along with the failure to collect sales taxes on such Internet purchases, the more that the Commission may experience reductions of Sales Tax Revenues. On September 23, 2011, Governor Jerry Brown signed into law a settlement with Amazon.com Inc., one of the largest internet retailers in the State. As a result, beginning in September 2012, Amazon started collecting taxes from its on-line sales in the State, to remit to the Board of Equalization. Proposition 218 On November 5, 1996, voters in the State approved an initiative known as the Right to Vote on Taxes Act (“Proposition 218”). Proposition 218 added Articles XIIIC and XIIID to the California Constitution. Article XIIIC requires majority voter approval for the imposition, extension or increase of general taxes and two-thirds voter approval for the imposition, extension or increase of special taxes by a local government, which is defined to include local or regional governmental agencies such as the Commission. The Sales Tax was approved by more than two-thirds of the voters in Riverside County and is therefore in compliance with the requirements of Proposition 218. Article XIIIC also removes limitations that may have applied to the voter initiative power with regard to reducing or repealing previously authorized local taxes, even previously voter-approved taxes like the Sales Tax. In the view of the Commission, however, any attempt by the voters to use the initiative provisions of Proposition 218 to rescind or reduce the levy and collection of the Sales Tax in a manner which would prevent the payment of debt service on the 2016 Bonds, would violate the Contracts Clause of the United States Constitution and, accordingly, would be precluded. The interpretation and application of Proposition 218 will ultimately be determined by the courts. Further Initiatives Proposition 218 was adopted as a measure that qualified for the ballot pursuant to California’s initiative process. From time to time other initiative measures could be adopted, which may affect the Commission’s ability to levy and collect the Sales Tax, or change the types of transactions or items subject to a Sales Tax. Loss of Tax Exemption As discussed under “TAX MATTERS,” interest on the 2016 Bonds could become includable in federal gross income, possibly from the date of issuance of the 2016 Bonds, as a result of acts or omissions of the Commission subsequent to the issuance of the 2016 Bonds. Should interest become includable in federal gross income, the 2016 Bonds are not subject to mandatory redemption by reason thereof and may remain outstanding until maturity. Reduction in Subsidy Payments The 2010 Series B Bonds have been designated by the Commission as “Build America Bonds” that are “qualified bonds” under the Stimulus Act. The Trustee is to receive on the Commission’s behalf Subsidy Payments from the United States Treasury equal to 35% of the interest payable on the 2010 Series B Bonds, and 45% of the interest payable on such 2010 122 27366143.7 28 Series B Bonds that have been additionally designated as “Recovery Zone Economic Development Bonds.” The amount of any Subsidy Payments to be received in connection with the 2010 Series B Bonds is subject to legislative changes by the United States Congress, as further described below. Further, Subsidy Payments will only be paid if the 2010 Series B Bonds continue to qualify as Build America Bonds or Recovery Zone Economic Development Bonds. For the 2010 Series B Bonds to be and remain Build America Bonds or Recovery Zone Economic Development Bonds, the Commission must comply with certain covenants and establish certain facts and expectations with respect to the 2010 Series B Bonds, the use and investment of proceeds thereof and the use of property financed thereby. Thus, it is possible that the Commission may not receive the Subsidy Payments. Subsidy Payments are also subject to offset against amounts that may, for unrelated reasons, be owed by the Commission to any agency of the United States of America. On March 1, 2013, the federal government announced the implementation of certain automatic spending cuts known as “sequestration.” In Fiscal Year 2015-16, sequestration reduced Subsidy Payments to the Commission by approximately $202,800. The Commission expects future reductions in Subsidy Payments to occur due to sequestration but is unable to predict the amount or duration of such reductions. Under the Indenture, Subsidy Payments are treated as an offset to Debt Service, but the Commission remains obligated to make all payments of Debt Service on the Bonds from Revenues regardless of whether it receives the full amount of the Subsidy Payments. The Commission does not believe that failure to receive all or any portion of the Subsidy Payments, due to sequestration or other causes, will have a material adverse effect on the Commission’s ability to pay Debt Service on the 2010 Series B Bonds or any other Bonds. Financial and Operating Risks of the SR-91 Project The Commission incurred $597,709,010.60 of senior and subordinate debt payable from and secured by Toll Revenues to finance a portion of the costs of the SR-91 Project. In addition to its debt service obligations arising from such SR-91 Project debt, the Commission will have ongoing operation and maintenance expenses as well as certain repair and rehabilitation obligations over the 50-year period following substantial completion of the SR-91 Project. The Commission will also face continued liability as the owner of the SR-91 Project. The Commission has no prior experience with the ownership and operation of an enterprise like the SR-91 Project. While the Commission’s financial obligations with respect to the SR-91 Project after substantial completion are limited to Toll Revenues, any financial distress affecting the SR-91 Project may also affect the Commission. The SR-91 Project is not owned by a stand-alone municipal entity that may file for Chapter 9 bankruptcy separately from the Commission. If the SR-91 Project were to experience financial difficulty severe enough to justify protection under the Bankruptcy Code, the Commission would be the entity filing for Chapter 9 bankruptcy. See “Impact of Bankruptcy of the Commission” below. 123 27366143.7 29 Impact of Bankruptcy of the Commission The Commission may be authorized to file for Chapter 9 municipal bankruptcy under certain circumstances. Should the Commission file for bankruptcy, there could be adverse effects on the holders of the 2016 Bonds. If the Sales Tax Revenues are “special revenues” under the Bankruptcy Code, then Sales Tax Revenues collected after the date of the bankruptcy filing should be subject to the lien of the Indenture. “Special revenues” are defined to include taxes specifically levied to finance one or more projects or systems, excluding receipts from general property, sales, or income taxes levied to finance the general purposes of the governmental entity. The Sales Tax was levied to finance the Expenditure Plan, which includes a number of projects (collectively referred to herein as the “Expenditure Plan Projects”), and some of these Expenditure Plan Projects are described in broad terms. If a court determined that the Sales Tax was levied to finance the general purposes of the Commission, rather than specific projects, then Sales Tax Revenues would not be special revenues. No assurance can be given that a court would not hold that the Sales Tax Revenues are not special revenues. Were the Sales Tax Revenues determined not to be “special revenues,” then Sales Tax Revenues collected after the commencement of a bankruptcy case would likely not be subject to the lien of the Indenture. The holders of the 2016 Bonds may not be able to assert a claim against any property of the Commission other than the Sales Tax Revenues, and were these amounts no longer subject to the lien of the Indenture following commencement of a bankruptcy case, then there could thereafter be no amounts from which the holders of the 2016 Bonds are entitled to be paid. The Bankruptcy Code provides that special revenues can be applied to necessary operating expenses of the project or system from which the special revenues are derived, before they are applied to other obligations. This rule applies regardless of the provisions of the transaction documents. The law is not clear as to whether, or to what extent, Sales Tax Revenues would be considered to be “derived” from the Expenditure Plan Projects. To the extent that Sales Tax Revenues are determined to be both special revenues and derived from the Expenditure Plan Projects, the Commission may be able to use Sales Tax Revenues to pay necessary operating expenses of the Expenditure Plan Projects, before the remaining Sales Tax Revenues are turned over to the Trustee to pay amounts owed to the holders of the 2016 Bonds. It is not clear precisely which expenses would constitute necessary operating expenses. If the Commission is in bankruptcy, the parties (including the holders of the 2016 Bonds) may be prohibited from taking any action to collect any amount from the Commission or to enforce any obligation of the Commission, unless the permission of the bankruptcy court is obtained. These restrictions may also prevent the Trustee from making payments to the holders of the 2016 Bonds from funds in the Trustee’s possession. The procedure pursuant to which Sales Tax Revenues are paid directly by the Board of Equalization to the Trustee may no longer be enforceable, and the Commission may be able to require the Board of Equalization to pay Sales Tax Revenues directly to the Commission. The Commission as a debtor in bankruptcy may be able to borrow additional money that is secured by a lien on any of its property (including Sales Tax Revenues), which lien could have priority over the lien of the Indenture, or to cause some Sales Tax Revenues to be released to it, 124 27366143.7 30 free and clear of lien of the Indenture, in each case provided that the bankruptcy court determines that the rights of the Trustee and the holders of the 2016 Bonds will be adequately protected. The Commission may also be able, without the consent and over the objection of the Trustee and the holders of the 2016 Bonds, to alter the priority, interest rate, payment terms, collateral, maturity dates, payment sources, covenants (including tax-related covenants), and other terms or provisions of the Indenture and the 2016 Bonds, provided that the bankruptcy court determines that the alterations are “fair and equitable.” There may be delays in payments on the 2016 Bonds while the court considers any of these issues. There may be other possible effects of a bankruptcy of the Commission that could result in delays or reductions in payments on the 2016 Bonds, or result in losses to the holders of the 2016 Bonds. Regardless of any specific adverse determinations in a Commission bankruptcy proceeding, the fact of a Commission bankruptcy proceeding could have an adverse effect on the liquidity and value of the 2016 Bonds. FINANCIAL STATEMENTS The financial statements of the Commission for the Fiscal Year ended June 30, 2015, included in the 2015 CAFR which is attached as APPENDIX A to this Official Statement, have been audited by Macias Gini & O’Connell LLP, certified public accountants, as stated in its report therein. Macias Gini & O’Connell LLP, the Commission’s independent auditor, has not been engaged to perform, and has not performed, since the date of its report included therein, any procedures on the financial statements addressed in that report. Macias Gini & O’Connell LLP also has not performed any procedures relating to this Official Statement. Except as described herein, the Commission represents that there has been no material adverse change in its financial position since June 30, 2015. LITIGATION There is not now pending any litigation restraining or enjoining the imposition or collection of the Sales Tax, the construction or operation of the SR-91 Project or the issuance or delivery of the 2016 Bonds or questioning or affecting the validity of the 2016 Bonds or the proceedings and authority under which they are to be issued. Neither the creation, organization or existence of the Commission, nor the title of the present members of the Commission to their respective offices, is being contested. TAX MATTERS In the opinion of Orrick, Herrington & Sutcliffe LLP, Bond Counsel to the Commission (“Bond Counsel”), based upon an analysis of existing laws, regulations, rulings and court decisions, and assuming, among other matters, the accuracy of certain representations and compliance with certain covenants, interest on the 2016 Bonds is excluded from gross income for federal income tax purposes under Section 103 of the Internal Revenue Code of 1986 (the “Code”) and is exempt from State of California personal income taxes. Bond Counsel is of the further opinion that interest on the 2016 Bonds is not a specific preference item for purposes of the federal individual or corporate alternative minimum taxes, although Bond Counsel observes that such interest is included in adjusted current earnings when calculating corporate alternative 125 27366143.7 31 minimum taxable income. A complete copy of the proposed form of opinion of Bond Counsel is included herein as APPENDIX F. To the extent the issue price of any maturity of the 2016 Bonds is less than the amount to be paid at maturity of such 2016 Bonds (excluding amounts stated to be interest and payable at least annually over the term of such 2016 Bonds), the difference constitutes “original issue discount,” the accrual of which, to the extent properly allocable to each owner thereof, is treated as interest on the 2016 Bonds which is excluded from gross income for federal income tax purposes and State of California personal income taxes. For this purpose, the issue price of a particular maturity of the 2016 Bonds is the first price at which a substantial amount of such maturity of the 2016 Bonds is sold to the public (excluding bond houses, brokers, or similar persons or organizations acting in the capacity of underwriters, placement agents or wholesalers). The original issue discount with respect to any maturity of the 2016 Bonds accrues daily over the term to maturity of such 2016 Bonds on the basis of a constant interest rate compounded semiannually (with straight-line interpolations between compounding dates). The accruing original issue discount is added to the adjusted basis of such 2016 Bonds to determine taxable gain or loss upon disposition (including sale, redemption, or payment on maturity) of such 2016 Bonds. Owners of the 2016 Bonds should consult their own tax advisors with respect to the tax consequences of ownership of 2016 Bonds with original issue discount, including the treatment of purchasers who do not purchase such 2016 Bonds in the original offering to the public at the first price at which a substantial amount of such 2016 Bonds is sold to the public. 2016 Bonds purchased, whether at original issuance or otherwise, for an amount higher than their principal amount payable at maturity (or, in some cases, at their earlier call date) (“Premium Bonds”) will be treated as having amortizable bond premium. No deduction is allowable for the amortizable bond premium in the case of bonds, like the Premium Bonds, the interest on which is excluded from gross income for federal income tax purposes. However, the amount of tax-exempt interest received, and a purchaser’s basis in a Premium Bond, will be reduced by the amount of amortizable bond premium properly allocable to such purchaser. Owners of Premium Bonds should consult their own tax advisors with respect to the proper treatment of amortizable bond premium in their particular circumstances. The Code imposes various restrictions, conditions and requirements relating to the exclusion from gross income for federal income tax purposes of interest on obligations such as the 2016 Bonds. The Commission has made certain representations and covenanted to comply with certain restrictions, conditions and requirements designed to ensure that interest on the 2016 Bonds will not be included in federal gross income. Inaccuracy of these representations or failure to comply with these covenants may result in interest on the 2016 Bonds being included in gross income for federal income tax purposes, possibly from the date of original issuance of the 2016 Bonds. The opinion of Bond Counsel assumes the accuracy of these representations and compliance with these covenants. Bond Counsel has not undertaken to determine (or to inform any person) whether any actions taken (or not taken), or events occurring (or not occurring), or any other matters coming to Bond Counsel’s attention after the date of issuance of the 2016 Bonds may adversely affect the value of, or the tax status of interest on, the 2016 Bonds. Accordingly, the opinion of Bond Counsel is not intended to, and may not, be relied upon in connection with any such actions, events or matters. 126 27366143.7 32 Although Bond Counsel is of the opinion that interest on the 2016 Bonds is excluded from gross income for federal income tax purposes and is exempt from State of California personal income taxes, the ownership or disposition of, or the accrual or receipt of interest on, the 2016 Bonds may otherwise affect a beneficial owner’s federal, state or local tax liability. The nature and extent of these other tax consequences depends upon the particular tax status of the beneficial owner or the beneficial owner’s other items of income or deduction. Bond Counsel expresses no opinion regarding any such other tax consequences. Current and future legislative proposals, if enacted into law, clarification of the Code or court decisions may cause interest on the 2016 Bonds to be subject, directly or indirectly, in whole or in part, to federal income taxation or to be subject to or exempted from state income taxation, or otherwise prevent beneficial owners from realizing the full current benefit of the tax status of such interest. For example, the Obama Administration budget proposals in recent years have proposed legislation that would limit the exclusion from gross income of interest on the 2016 Bonds to some extent for high-income individuals. The introduction or enactment of any such legislative proposals or clarification of the Code or court decisions may also affect, perhaps significantly, the market price for, or marketability of, the 2016 Bonds. Prospective purchasers of the 2016 Bonds should consult their own tax advisors regarding the potential impact of any pending or proposed federal or state tax legislation, regulations or litigation, as to which Bond Counsel is expected to express no opinion. The opinion of Bond Counsel is based on current legal authority, covers certain matters not directly addressed by such authorities, and represents Bond Counsel’s judgment as to the proper treatment of the 2016 Bonds for federal income tax purposes. It is not binding on the Internal Revenue Service (“IRS”) or the courts. Furthermore, Bond Counsel cannot give and has not given any opinion or assurance about the future activities of the Commission, or about the effect of future changes in the Code, the applicable regulations, the interpretation thereof or the enforcement thereof by the IRS. The Commission has covenanted, however, to comply with the requirements of the Code. Bond Counsel’s engagement with respect to the 2016 Bonds ends with the issuance of the 2016 Bonds, and, unless separately engaged, Bond Counsel is not obligated to defend the Commission or the beneficial owners regarding the tax-exempt status of the 2016 Bonds in the event of an audit examination by the IRS. Under current procedures, parties other than the Commission and its appointed counsel, including the beneficial owners, would have little, if any, right to participate in the audit examination process. Moreover, because achieving judicial review in connection with an audit examination of tax-exempt bonds is difficult, obtaining an independent review of IRS positions with which the Commission legitimately disagrees may not be practicable. Any action of the Internal Revenue Service, including but not limited to selection of the 2016 Bonds for audit, or the course or result of such audit, or an audit of bonds presenting similar tax issues, may affect the market price for, or the marketability of, the 2016 Bonds, and may cause the Commission or the beneficial owners to incur significant expense. CERTAIN LEGAL MATTERS The validity of the Bonds and certain other legal matters are subject to the approving opinion of Orrick, Herrington & Sutcliffe LLP, Bond Counsel to the Commission. A complete 127 27366143.7 33 copy of the proposed form of Bond Counsel opinion is contained in APPENDIX F hereto. Bond Counsel undertakes no responsibility for the accuracy, completeness or fairness of this Official Statement. Certain legal matters will be passed upon for the Commission by Norton Rose Fulbright US LLP, Los Angeles, California, as Disclosure Counsel, and by Best Best & Krieger LLP, Riverside, California, the General Counsel for the Commission. Compensation paid to Bond Counsel and Disclosure Counsel is conditioned upon the successful issuance of the 2016 Bonds. RATINGS Standard & Poor’s Financial Services LLC and Fitch Ratings have assigned the 2016 Bonds the long-term municipal bond credit ratings of “___” and “___,” respectively. Each such rating should be evaluated independently of any other rating. Such ratings reflect only the views of such organizations and any desired explanation of the significance of such ratings should be obtained from the rating agency furnishing the same. The ratings described above do not constitute a recommendation to buy, sell or hold the 2016 Bonds. The Commission has furnished to the rating agencies certain information respecting the 2016 Bonds and the Commission. Generally, rating agencies base their ratings on such information and materials and their own investigations, studies and assumptions. The ratings are subject to revision, suspension or withdrawal at any time by the rating agencies, and there is no assurance that the ratings will continue for any period of time or that they will not be lowered or withdrawn. The Commission undertakes no responsibility to oppose any such revision, suspension or withdrawal. Any downward revision, suspension or withdrawal of any rating may have an adverse effect on the market price of the 2016 Bonds or the ability to sell the 2016 Bonds. UNDERWRITING ______________ (the “Initial Purchaser”) has purchased the 2016 Bonds from the Commission at a competitive sale for a purchase price of $___________ (representing the aggregate principal amount of the 2016 Bonds, [plus/minus] a [premium/discount] of $__________, and less an Initial Purchaser’s discount of $____________). The public offering prices may be changed from time to time by the Initial Purchaser. The Initial Purchaser may offer and sell the 2016 Bonds to certain dealers and others at prices lower than the offering prices shown on the inside cover page hereof. FINANCIAL ADVISOR The Commission has retained Fieldman, Rolapp & Associates, Irvine, California, as Financial Advisor in connection with the issuance of the 2016 Bonds. Unless specifically noted, the Financial Advisor is not obligated to undertake, and has not undertaken to make, an independent verification or assume responsibility for the accuracy, completeness or fairness of the information contained in this Official Statement. The Financial Advisor is an independent financial advisory firm and is not engaged in the business of underwriting, trading or distributing municipal securities or other public securities. Compensation paid to the Financial Advisor is contingent upon the successful issuance of the 2016 Bonds. 128 27366143.7 34 CONTINUING DISCLOSURE The Commission has agreed to execute the Continuing Disclosure Agreement and will covenant therein for the benefit of the beneficial owners of the 2016 Bonds to provide certain financial information and operating data relating to the Commission and the Sales Tax by not later than nine months after the end of the Commission’s prior fiscal year (the “Annual Reports”), and to provide notices of the occurrence of certain enumerated events (the “Listed Events”). The Annual Reports and notices of Listed Events will be filed with the MSRB. See “APPENDIX D – FORM OF CONTINUING DISCLOSURE AGREEMENT.” MISCELLANEOUS The references herein to the Act and the Indenture are brief outlines of certain provisions thereof. Such outlines do not purport to be complete and for full and complete statements of such provisions reference is made to said documents or the Act, as the case may be. Copies of the documents mentioned under this heading are available for inspection at the Commission and following delivery of the 2016 Bonds will be on file at the offices of the Trustee in Los Angeles, California. References are made herein to certain documents and reports which are brief summaries thereof which do not purport to be complete or definitive. Reference is made to such documents and reports for full and complete statements of the content thereof. Any statement in this Official Statement involving matters of opinion, whether or not expressly so stated, are intended as such and not as representations of fact. This Official Statement is not to be construed as a contract or agreement between the Commission and the purchasers or Holders of any of the 2016 Bonds. The execution and delivery of this Official Statement has been duly authorized by the Commission. RIVERSIDE COUNTY TRANSPORTATION COMMISSION By: Executive Director 129 27366143.7 APPENDIX A COMMISSION AUDITED FINANCIAL STATEMENTS FOR FISCAL YEAR ENDED JUNE 30, 2015 130 27366143.7 B-1 APPENDIX B COUNTY OF RIVERSIDE DEMOGRAPHIC AND ECONOMIC INFORMATION Set forth below is certain demographic and economic information with respect to the County of Riverside (the “County”). Such information is provided as general information and has been obtained from sources that the Commission believes to be reliable, but the Commission makes no representation as to the accuracy or completeness of the information included. The weakness of the economy at the County, State and national levels may not be reflected in the data presented below, as more recent information has not been made available to the Commission. The County was organized in 1893 from territory in San Bernardino and San Diego Counties and encompasses 7,177 square miles. The County is bordered on the north by San Bernardino County, on the east by the State of Arizona, on the south by San Diego and Imperial Counties and on the west by Orange and San Bernardino Counties. The County is the fourth largest county (by area) in the State and stretches 185 miles from the Arizona border to within 20 miles of the Pacific Ocean. There are 28 incorporated cities in the County. In its 123 years of existence, the County's economy has diversified and prospered. Originally, the County was a very agricultural area, known for a variety of crops grown on its fertile soils. The County remains a strong agricultural area, but it is increasingly becoming a leader in manufacturing, transportation, construction, and tourism. Population According to the State Department of Finance, Demographic Research Unit, the County’s population was estimated at 2,347,828 as of January 1, 2016, representing an approximately 1.3% increase over the County’s population as estimated for the prior year, and a rate higher than the statewide population increase of 0.9% for the same period. For the ten year period of January 1, 2006 to January 1, 2016, the County’s population grew by approximately 18.82%. During this period, the cities of Eastvale, Jurupa Valley, Menifee and Wildomar incorporated, and account for a total population of 12.16% of the County as of January 1, 2016. 131 27366143.7 B-2 The following table sets forth annual population figures as of January 1 of each year for cities located within the County for each of the years listed: COUNTY OF RIVERSIDE POPULATION OF CITIES WITHIN THE COUNTY (As of January 1) City 2012 2013 2014 2015 2016 Banning 30,133 30,332 30,483 30,659 30,834 Beaumont 39,359 40,666 41,864 43,601 45,118 Blythe 20,570 19,894 19,305 19,254 19,813 Calimesa 7,956 7,932 8,040 8,138 8,289 Canyon Lake 10,629 10,543 10,564 10,608 10,681 Cathedral City 52,485 53,163 53,480 53,859 54,261 Coachella 42,426 43,676 44,614 45,001 45,407 Corona 156,178 159,469 162,000 163,317 164,659 Desert Hot Springs 27,973 28,385 28,605 28,794 29,048 Eastvale 55,881 57,458 59,375 60,825 63,162 Hemet 79,489 78,842 79,176 79,548 80,070 Indian Wells 5,103 5,199 5,265 5,336 5,412 Indio 79,185 83,450 84,655 86,683 88,058 Jurupa Valley 95,970 95,731 96,025 96,898 98,177 Lake Elsinore 53,457 56,039 57,368 59,142 61,006 La Quinta 38,100 38,156 38,720 39,311 39,977 Menifee 81,540 83,885 85,455 87,286 89,004 Moreno Valley 198,353 200,889 202,191 203,696 205,383 Murrieta 107,214 110,183 111,226 112,576 113,795 Norco 27,314 27,048 27,037 26,392 26,896 Palm Desert 48,924 48,282 48,494 48,835 49,335 Palm Springs 45,326 45,465 45,818 46,204 46,654 Perris 70,307 70,700 71,743 72,476 73,722 Rancho Mirage 17,583 17,685 17,783 17,920 18,070 Riverside 311,332 316,162 318,511 321,655 324,696 San Jacinto 45,385 46,216 46,649 47,087 47,656 Temecula 103,133 104,145 105,368 107,794 109,064 Wildomar 33,050 33,685 34,271 34,758 35,168 TOTALS Incorporated 1,884,355 1,913,280 1,934,085 1,957,653 1,983,415 Unincorporated 355,360 353,269 357,008 360,271 364,413 County-Wide 2,239,715 2,266,549 2,291,093 2,317,924 2,347,828 California 37,881,357 38,239,207 38,567,459 38,907,642 39,255,883 ____________________ Source: State Department of Finance, Demographic Research Unit. 132 27366143.7 B-3 Industry and Employment The County is a part of the Riverside-San Bernardino-Ontario Metropolitan Statistical Area (“MSA”), which includes all of Riverside and San Bernardino Counties. The following table sets forth the annual average employment by industry for the Riverside-San Bernardino- Ontario MSA. RIVERSIDE-SAN BERNARDINO-ONTARIO MSA ANNUAL AVERAGE EMPLOYMENT(1) Industry 2011 2012 2013 2014 2015 Total Farm 14,900 15,000 14,500 14,400 15,100 Construction 59,100 62,600 70,000 77,600 85,200 Financial Activities 39,500 40,200 41,300 42,300 43,200 Government 227,500 224,600 225,200 228,800 233,400 Manufacturing 85,100 86,700 87,300 91,300 95,600 Nondurable Goods 29,300 29,800 30,100 31,100 32,800 Durable Goods 55,800 56,900 57,300 60,200 62,800 Mining & Logging 1,000 1,200 1,200 1,300 1,300 Retail Trade 158,500 162,400 164,800 169,400 173,500 Professional and Business Services 126,000 127,500 132,400 139,300 144,400 Educational and Health Services 165,400 173,600 187,600 194,800 205,000 Leisure and Hospitality 124,000 129,400 135,900 144,800 151,500 Other Services 39,100 40,100 41,100 43,000 44,000 Transportation, Warehousing and Utilities 67,900 73,000 78,400 86,600 97,300 Wholesale Trade 49,200 52,200 56,400 58,900 61,700 Information 12,200 11,700 11,500 11,300 11,300 TOTAL, All Industries(2) 1,169,400 1,200,200 1,247,800 1,303,700 1,362,400 ___________________________ Source: State Employment Development Department, Labor Market Information Division. (1) Based on a March 2015 Benchmark. (2) The employment figures by industry which are shown above are not directly comparable to “TOTAL, All Industries” due to rounding. 133 27366143.7 B-4 The following table sets forth certain of the ten major employers located in the County as of 2015: COUNTY OF RIVERSIDE CERTAIN MAJOR EMPLOYERS (2015)(1) Company Name Product/Service No. of Local Employees County of Riverside County Government 20,684 March Air Reserve Base Military Reserve Base 8,500 Stater Bros Market Supermarkets 6,900 Wal-Mart Retailer 6,550 University of California, Riverside University 5,768 Kaiser Permanente Riverside Medical Center Hospital 5,300 Corona-Norco Unified School District School District 4,932 Temecula Valley Unified School District School District 4,000 Riverside Unified School District School District 3,871 Hemet Unified School District School District 3,400 ____________________ Source: Riverside County Economic Development Agency. (1) Most current year for which data is available. Unemployment statistics for the County, the State and the United States for the years 2011 through 2015 and partial data for 2016, as indicated, are set forth in the following table. COUNTY OF RIVERSIDE COUNTY, STATE AND NATIONAL UNEMPLOYMENT DATA 2011 2012 2013 2014 2015 2016 County(1) 13.2% 11.6% 9.9% 8.2% 6.7% 5.4%(2) California(1) 11.7 10.4 8.9 7.5 6.2 4.7(2) United States(3) 9.1 8.2 7.5 6.1 5.3 4.9 ____________________ Source: State of California Employment Development Department Labor Market Information Division for the County and California; U.S. Bureau of Labor Statistics for the United States. (1) Data is not seasonally adjusted. The unemployment data for the County and the State is calculated using unrounded data. (2) For May 2016. (3) For June of the given year; data is seasonally adjusted. 134 27366143.7 B-5 Commercial Activity Commercial activity is an important factor in the County’s economy. Much of the County’s commercial activity is concentrated in central business districts or small neighborhood commercial centers in cities. There are five regional shopping malls in the County: Galleria at Tyler (Riverside), Hemet Valley Mall, Westfield Palm Desert Shopping Center, Moreno Valley Mall, and The Promenade in Temecula. There are also two factory outlet malls (Desert Hills Factory Stores and Lake Elsinore Outlet Center) and over 200 area centers in the County. Taxable Sales Transactions The following table sets forth taxable sale transactions in the County for the years 2009 through 2013, the last year being the most recent full year of which annual data is currently available. Taxable sale transaction information by industry for 2014 is not yet available, but overall taxable sale transactions in Riverside County overall totaled $32,035,687,000 in 2014, representing a 6.6% increase over the prior year. COUNTY OF RIVERSIDE TAXABLE SALES TRANSACTIONS (In Thousands) 2009 2010 2011 2012 2013 Motor Vehicles and Parts Dealers $ 2,449,747 $ 2,620,568 $ 3,010,487 $ 3,493,098 $ 3,965,201 Furniture and Home Furnishings 381,643 412,325 436,482 441,649 486,061 Electronics and Appliances Stores 476,455 470,784 478,406 488,419 510,423 Building Materials, Garden Equipment and Supplies 1,237,518 1,232,145 1,303,073 1,365,513 1,535,178 Food and Beverage Stores 1,251,220 1,267,758 1,304,731 1,356,148 1,421,590 Health and Personal Care Stores 389,620 400,207 454,268 490,238 523,724 Gasoline Stations 2,300,247 2,685,840 3,300,785 3,516,040 3,456,322 Clothing and Clothing Accessories Stores 1,293,271 1,391,174 1,505,821 1,672,482 1,771,603 Sporting Goods, Hobby, Book and Music Stores 411,301 428,121 454,971 467,536 499,366 General Merchandise Stores 2,855,733 2,947,905 3,051,709 3,174,022 3,298,920 Miscellaneous Store Retailers 641,954 652,273 700,338 742,118 758,664 Nonstore Retailers 101,925 92,916 101,876 142,081 243,334 Food Services and Drinking Places 2,266,853 2,317,486 2,473,339 2,668,324 2,836,388 Total Retail and Food Services(1) 16,057,488 16,919,500 18,576,285 20,016,668 21,306,774 All Other Outlets 6,170,390 6,233,280 7,065,212 8,079,341 8,758,693 Total All Outlets(1) $22,227,877 $23,152,780 $25,641,497 $28,096,009 $30,065,467 __________________ Source: California State Board of Equalization, Research and Statistics Division. (1) Amounts subject to rounding differences. 135 27366143.7 B-6 Building and Real Estate Activity The following tables set forth five-year summaries of building permit valuations and new dwelling units authorized in the County (in both incorporated and unincorporated areas) for the years 2011 through 2015. COUNTY OF RIVERSIDE BUILDING PERMIT VALUATIONS (In Thousands) 2011 2012 2013 2014 2015 RESIDENTIAL New Single-Family $ 651,747 $ 854,814 $1,134,158 $1,296,553 $1,267,593 New Multi-Family 115,064 99,578 136,501 178,117 110,458 Alterations and Adjustments 119,684 84,517 94,422 147,081 113,615 Total Residential 886,495 1,038,909 1 ,365,081 1,621,751 1 ,491,666 NON-RESIDENTIAL New Commercial 152,160 346,865 80,510 184,138 182,089 New Industry 10,000 3,767 140,972 161,321 111,070 New Other(1) 99,898 78,602 184,500 142,204 215,914 Alterations & Adjustments 297,357 154,325 364,616 327,327 299,882 Total Nonresidential 559,415 583,559 770,598 814,990 808,955 TOTAL ALL BUILDING $1,445,910 $1,622,468 $2,135,679 $2,436,741 $2,300,621 ____________________ Source: Construction Industry Research Board for years 2011, 2014 and 2015; California Homebuilding Foundation for years 2012 and 2013. (1) Includes churches and religious buildings, hospitals and institutional buildings, schools and educational buildings, residential garages, and public works and utilities buildings. COUNTY OF RIVERSIDE NUMBER OF NEW DWELLING UNITS 2011 2012 2013 2014 2015 Single Family 2,659 3,467 4,671 5,007 4,833 Multi-Family 1,061 829 1,415 1,931 1,189 TOTAL 3,720 4,296 6,086 6,938 6,022 ____________________ Source: Construction Industry Research Board for years 2011, 2014 and 2015; California Homebuilding Foundation/Construction Industry Research Board for years 2012 and 2013. 136 27366143.7 B-7 The following table sets forth the annual median housing prices for Los Angeles County, Riverside County, San Bernardino County and Southern California for the years 2011 through 2015. COUNTY OF RIVERSIDE COMPARISON OF MEDIAN HOUSING PRICES Year Los Angeles Riverside San Bernardino Southern California(1) 2011 $315,000 $195,000 $150,000 $280,000 2012 330,000 210,000 163,000 300,000 2013 411,000 259,000 205,000 370,000 2014 455,000 293,000 240,000 410,000 2015 487,500 310,000 262,000 431,000 ____________________ Source: MDA DataQuick Information Systems. (1) Southern California comprises Los Angeles, Orange, San Diego, Riverside, San Bernardino and Ventura Counties. The following table sets forth the home and condominium foreclosures recorded in Los Angeles County, Riverside County, San Bernardino County and Southern California for the years 2011 through 2015. COUNTY OF RIVERSIDE COMPARISON OF HOME FORECLOSURES Year Los Angeles Riverside San Bernardino Southern California(1) 2011 25,597 17,383 14,181 77,105 2012 15,271 10,657 9,262 47,347 2013 6,469 4,191 4,088 19,470 2014 4,566 2,912 2,984 13,787 2015 3,970 2,463 2,616 11,959 ____________________ Source: MDA DataQuick Information Systems. (1) Southern California comprises Los Angeles, Orange, San Diego, Riverside, San Bernardino and Ventura Counties. Agriculture Agriculture remains an important source of income in the County. Principal agricultural products are: nursery, milk, table grapes, eggs, avocados, grapefruit, alfalfa, bell peppers, dates, and lemons. Four areas in the County account for the major portion of agricultural activity: the Riverside/Corona and San Jacinto/Temecula Valley Districts in the western portion of the County, the Coachella Valley in the central portion and the Palo Verde Valley near the County’s eastern border. The value of agricultural production in the County for the years 2010 through 2014 is set forth in the following table. 137 27366143.7 B-8 COUNTY OF RIVERSIDE VALUE OF AGRICULTURAL PRODUCTION 2010 2011 2012 2013 2014 Citrus Fruits $ 140,500,922 $ 119,942,513 $ 125,711,000 $ 142,404,000 $ 170,891,000 Trees and Vines 164,993,960 232,649,262 217,214,000 232,536,000 223,593,000 Vegetables, Melons, Misc. 292,002,337 278,628,295 286,234,000 340,407,000 337,404,000 Field and Seed Crops 81,328,229 149,198,052 147,352,000 154,582,000 156,575,000 Nursery 169,341,300 200,154,964 190,878,000 191,215,000 172,910,000 Apiculture 4,631,700 4,844,400 4,983,000 4,715,000 4,819,000 Aquaculture 4,921,700 4,808,250 4,205,000 2,262,000 5,078,000 Livestock and Poultry 235,926,225 292,030,380 276,553,000 259,683,000 290,746,000 Grand Total $1,093,646,373 $1,282,256,116 $1,253,130,000 $1,327,804,000 $1,362,016,000 ____________________ Source: Riverside County Agricultural Production Report. Transportation Several major freeways and highways provide access between the County and all parts of Southern California. State Route 91 extends southwest from Riverside through Corona and connects with the Orange County freeway network in Fullerton. Interstate 10 traverses most of the width of the County, the western-most portion of which links up with major cities and freeways in Los Angeles County and the southern part of San Bernardino County, with the eastern part linking to the County’s desert cities and Arizona. Interstate 15 and 215 extend north and then east to Las Vegas, and south to San Diego. State Route 60 provides an alternate (to Interstate 10) east-west link to Los Angeles County. Riverside 91 Express Lanes that connect with the OCTA SR-91 Express Lanes at the Orange County/Riverside County line and continue to the Interstate 15/State Route 91 interchange are under construction and expected to open in early 2017. When travelling along State Route 91 through Corona, vehicles will be able to use either the tolled express lanes or the general purpose lanes, which are free. Metrolink provides commuter rail service to Los Angeles, San Bernardino and Orange Counties from nine stations in the County. Transcontinental passenger rail service is provided by Amtrak with stops in Riverside and Palm Springs. Freight service to major west coast and national markets is provided by two transcontinental railroads–Union Pacific Railroad and the BNSF Railway Company. Truck service is provided by several common carriers, making available overnight delivery service to major California cities. Transcontinental bus service is provided by Greyhound Lines. Intercounty, intercity and local bus service is provided by the Riverside Transit Agency to western County cities and communities. There are also four municipal transit operators in the western County providing services within the cities of Banning, Beaumont, Corona and Riverside. The SunLine Transit Agency provides local bus service throughout the Coachella Valley, servicing the area from Desert Hot Springs to Oasis and from Palm Springs to Riverside. The Palo Verde Valley Transit Agency provides service in the far eastern portion of the County (City of Blythe and surrounding communities). 138 27366143.7 B-9 The County seat, located in the City of Riverside, is within 20 miles of the Ontario International Airport in neighboring San Bernardino County. This airport is operated by Los Angeles World Airports, a proprietary department of the City of Los Angeles, and is scheduled to be transferred by the City of Los Angeles to a joint powers authority in 2016. Four major airlines schedule commercial flight service at Palm Springs Regional Airport. County-operated general aviation airports include those in Thermal, Hemet, Blythe and French Valley. The cities of Riverside, Corona and Banning also operate general aviation airports. There is a military base at March Air Reserve Base, which converted from an active duty base to a reserve-only base on April 1, 1996. The March AFB Joint Powers Authority (the “JPA”), comprised of the County and the Cities of Riverside, Moreno Valley and Perris, is responsible for planning and developing joint military and civilian use. The JPA has constructed infrastructure improvements, entered into leases with private users and initialized a major business park project. Education There are four elementary school districts, one high school district, eighteen unified (K-12) school districts and four community college districts in the County. Ninety-two percent of all K-12 students attend schools in the unified school districts. The three largest unified school districts are Riverside Unified School District, Moreno Valley Unified School District and Corona-Norco Unified School District. There are seven two-year community college campuses located in the communities of Riverside, Moreno Valley, Norco, San Jacinto, Menifee, Coachella Valley and Palo Verde Valley. There are also three universities located in the City of Riverside: the University of California at Riverside, La Sierra University and California Baptist University. In addition, a campus of California State University San Bernardino is located in Palm Desert. 139 27366143.7 APPENDIX C SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE 140 27366143.7 APPENDIX D FORM OF CONTINUING DISCLOSURE AGREEMENT 141 27366143.7 E-1 APPENDIX E BOOK ENTRY SYSTEM The information in this Appendix E concerning The Depository Trust Company, New York, New York (“DTC”), and DTC’s Book-Entry System has been obtained from DTC and the Commission and the Trustee take no responsibility for the completeness or accuracy thereof. The Commission and the Trustee cannot and do not give any assurances that DTC (defined below), DTC Participants or Indirect Participants or others will distribute any (a) payments of principal or purchase price or interest with respect to the 2016 Bonds, (b) certificates representing ownership interest in or other confirmation or ownership interest in the 2016 Bonds, or (c) redemption or other notices sent to DTC or Cede & Co., its nominee, as the registered owner of the 2016 Bonds, or that they will do so on a timely basis, or that DTC, DTC Participants or DTC Indirect Participants will act in the manner described in this Appendix D. The current “Rules” applicable to DTC are on file with the Securities and Exchange Commission and the current “Procedures” of DTC to be followed in dealing with DTC Participants are on file with DTC. The Commission and the Trustee are not responsible or liable for the failure of DTC or any DTC Participant to make any payment or give any notice to a beneficial owner with respect to the 2016 Bonds or an error or delay relating thereto. The Depository Trust Company, New York, NY, will act as securities depository for the 2016 Bonds. The 2016 Bonds will be issued as fully-registered securities registered in the name of Cede & Co. (DTC’s partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully-registered bond certificate will be issued for each maturity of each series of the 2016 Bonds, in the aggregate principal amount of such maturity, and will be deposited with DTC. DTC is a limited-purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code, and a “clearing agency” registered pursuant to the provisions of section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues, and money market instruments (from over 100 countries) that DTC’s participants (“Direct Participants”) deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions in deposited securities through electronic computerized book-entry transfers and pledges between Direct Participants’ accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation (“DTCC”). DTCC is the holding company for DTC, National Securities Clearing Corporation, and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly (“Indirect 142 27366143.7 E-2 Participants”). DTC has a Standard & Poor’s rating of AA+. The DTC Rules applicable to its Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at www.dtcc.com. The information set forth on such website is not incorporated by reference herein. Purchases of Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for the 2016 Bonds on DTC’s records. The ownership interest of each actual purchaser of each 2016 Bond (“Beneficial Owner”) is in turn to be recorded on the Direct and Indirect Participants’ records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the 2016 Bonds are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in Bonds, except in the event that use of the book-entry system for the 2016 Bonds is discontinued. To facilitate subsequent transfers, all 2016 Bonds deposited by Direct Participants with DTC are registered in the name of DTC’s partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of 2016 Bonds with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the 2016 Bonds; DTC’s records reflect only the identity of the Direct Participants to whose accounts such 2016 Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Redemption notices shall be sent to DTC. If less than all of the 2016 Bonds within an issue are being redeemed, DTC’s practice is to determine by lot the amount of the interest of each Direct Participant in such issue to be redeemed. Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to 2016 Bonds unless authorized by a Direct Participant in accordance with DTC’s MMI Procedures. Under its usual procedures, DTC mails an Omnibus Proxy as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.’s consenting or voting rights to those Direct Participants to whose accounts 2016 Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy). Principal, premium, if any, and interest payments on the 2016 Bonds will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC’s practice is to credit Direct Participants’ accounts upon DTC’s receipt of funds and 143 27366143.7 E-3 corresponding detail information from the Trustee, on a payable date in accordance with their respective holdings shown on DTC’s records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in “street name,” and will be the responsibility of such Participant and not of DTC nor its nominee, the Trustee, or the Commission, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of principal, premium, if any, and interest to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the Trustee, disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants. DTC may discontinue providing its services as depository with respect to the 2016 Bonds at any time by giving reasonable notice to the Trustee. Under such circumstances, in the event that a successor depository is not obtained, Bond certificates are required to be printed and delivered. The Commission may decide to discontinue use of the system of book-entry transfers through DTC (or a successor securities depository). In that event, bond certificates will be printed and delivered. If DTC determines not to continue to act as securities depository by giving notice to the Commission and the Trustee, and discharges its responsibilities with respect thereto under applicable law and there is not a successor securities depository, or the Commission determines that it is in the best interest of the Beneficial Owners of the 2016 Bonds that they be able to obtain certificates, the Trustee will execute, transfer and exchange 2016 Bonds as requested by DTC and will deliver new 2016 Bonds in fully registered form in denominations of $5,000 principal amount or any integral multiple thereof in the names of Beneficial Owners or DTC Participants. In the event the book-entry system is discontinued, the principal amount of and premium, if any, payable with respect to the 2016 Bonds will be payable upon surrender thereof at the principal corporate trust office of the Trustee. The interest on 2016 Bonds will be payable by check mailed to the respective Owners thereof at their addresses as they appear on the books maintained by the Trustee. Any Bond may, in accordance with its terms, be transferred, upon the register required to be kept pursuant to the provisions of the Indenture, by the person in whose name it is registered, in person or by his or her duly authorized attorney, upon surrender of such Bond for cancellation, accompanied by delivery of a written instrument of transfer, duly executed in a form approved by the Trustee. The 2016 Bonds may be exchanged at the corporate trust office of the Trustee for a like aggregate principal amount of 2016 Bonds of other authorized denominations of the same series, tenor, maturity and interest rate by the person in whose name it is registered, in person or by his or her duly authorized attorney, upon surrender of such Bond for cancellation; provided that no transfer or exchange may occur during the period established by the Trustee for selection of 2016 Bonds for redemption, or of any Bond or portion of a Bond so selected for 144 27366143.7 E-4 redemption. The Trustee shall require the Bondholder requesting such transfer or exchange to pay any tax or other governmental charge required to be paid with respect to such exchange. 145 27366143.7 APPENDIX F FORM OF BOND COUNSEL OPINION 146 BLANK DRAFT OF 08/11/16 27369822.4 CONTINUING DISCLOSURE AGREEMENT by and between RIVERSIDE COUNTY TRANSPORTATION COMMISSION and DIGITAL ASSURANCE CERTIFICATION, L.L.C., as Dissemination Agent Dated as of October 1, 2016 Relating to $__________ RIVERSIDE COUNTY TRANSPORTATION COMMISSION Sales Tax Revenue Refunding Bonds (Limited Tax Bonds) 2016 Series A ATTACHMENT 3 27369822.4 1 CONTINUING DISCLOSURE AGREEMENT THIS CONTINUING DISCLOSURE AGREEMENT (this “Disclosure Agreement”), dated as of October 1, 2016, is by and between the RIVERSIDE COUNTY TRANSPORTATION COMMISSION, a public entity duly established and existing under the laws of the State of California (the “Commission”), and DIGITAL ASSURANCE CERTIFICATION, L.L.C., as Dissemination Agent (the “Dissemination Agent”). WITNESSETH: WHEREAS, the Commission has issued $_________ Riverside County Transportation Commission Sales Tax Revenue Refunding Bonds (Limited Tax Bonds) 2016 Series A (the “2016 Bonds”) pursuant to an Indenture, dated as of June 1, 2008, between the Commission and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented, including as supplemented by a Sixth Supplemental Indenture, dated as of October 1, 2016, between the Commission and the Trustee (collectively, the “Indenture”); and WHEREAS, this Disclosure Agreement is being executed and delivered by the Commission and the Dissemination Agent for the benefit of the owners and beneficial owners of the 2016 Bonds and in order to assist the underwriters of the 2016 Bonds in complying with the Rule (as defined herein); NOW, THEREFORE, for and in consideration of the mutual promises and covenants herein contained, the parties hereto agree as follows: Section 1. Purpose of the Disclosure Agreement. This Disclosure Agreement is being executed and delivered by the Commission and the Dissemination Agent for the benefit of the Holders and Beneficial Owners of the 2016 Bonds and in order to assist the Participating Underwriters in complying with SEC Rule 15c2-12. Section 2. Definitions. Capitalized undefined terms used herein shall have the meanings ascribed thereto in the Indenture. In addition, the following capitalized terms shall have the following meanings: “Annual Report” means any Annual Report provided by the Commission pursuant to, and as described in, Sections 3 and 4 of this Disclosure Agreement. “Disclosure Representative” means the Chief Financial Officer of the Commission, or such other officer or employee of the Commission as the Executive Director of the Commission or the Chief Financial Officer of the Commission shall designate in writing to the Dissemination Agent and the Trustee from time to time. “Dissemination Agent” means an entity selected and retained by the Commission, or any successor thereto selected by the Commission. The initial Dissemination Agent shall be Digital Assurance Certification, L.L.C. 27369822.4 2 “EMMA” shall mean the Municipal Securities Rulemaking Board’s Electronic Municipal Market Access System for Municipal Securities disclosures, maintained on the internet at http://emma.msrb.org. “Fiscal Year” shall mean the period beginning on July 1 of each year and ending on the next succeeding June 30, or any twelve-month or fifty-two week period hereafter selected by the Commission, with notice of such selection or change in fiscal year to be provided as set forth herein. “Listed Events” means any of the events listed in Section 5 hereof. “MSRB” means the Municipal Securities Rulemaking Board established pursuant to Section 15B(b)(1) of the Securities Exchange Act of 1934 or any other entity designated or authorized by the SEC to receive reports pursuant to the Rule. Until otherwise designated by the MSRB or the SEC, filings with the MSRB are to be made through the EMMA website of the MSRB, currently located at http://emma.msrb.org. “Official Statement” means the Official Statement, dated October ___, 2016, relating to the 2016 Bonds. “Participating Underwriters” means the underwriters of the 2016 Bonds required to comply with the Rule in connection with the offering of the 2016 Bonds. “Repository” means, until otherwise designated by the SEC, EMMA. “Rule” means Rule 15c2-12 adopted by the SEC under the Securities Exchange Act of 1934, as the same may be amended from time to time. “SEC” means the Securities and Exchange Commission. Section 3. Provision of Annual Reports. (a) So long as any 2016 Bonds remain outstanding pursuant to the Indenture, the Commission shall, or shall cause the Dissemination Agent to, not later than nine (9) months after the end of each Fiscal Year, commencing with the report for the 2016-17 Fiscal Year, provide to the MSRB, through EMMA, an Annual Report which is consistent with the requirements of Section 4 of this Disclosure Agreement. The Annual Report must be submitted in electronic format, accompanied by such identifying information as provided by the MSRB. The Annual Report may be submitted as a single document or as separate documents comprising a package, and may include by reference other information as provided in Section 4 of this Disclosure Agreement; provided that the audited financial statements of the Commission may be submitted separately from the balance of the Annual Report and later than the date required above for the filing of the Annual Report if they are not available by that date. If the Fiscal Year changes for the Commission, the Commission shall give notice of such change in the manner provided under Section 5(e) hereof. 27369822.4 3 (b) Not later than two (2) Business Days prior to the date specified in subsection (a) for providing the Annual Report to each Repository, the Commission shall provide the Annual Report to the Dissemination Agent. If by such date, the Dissemination Agent has not received a copy of the Annual Report from the Commission, the Dissemination Agent shall contact the Commission to determine if the Commission is in compliance with the first sentence of subsection (a). (c) If the Dissemination Agent is unable to verify that an Annual Report of the Commission has been provided to each Repository by the date required in subsection (a), the Dissemination Agent shall send a notice to each Repository in substantially the form attached hereto as Exhibit A. (d) The Dissemination Agent shall: (i) determine the electronic filing address of, and then-current procedures for submitting Annual Reports to, the MSRB each year prior to the date for providing the Annual Report; and (ii) to the extent known to the Dissemination Agent file a report with the Commission and (if the Dissemination Agent is not the Trustee) the Trustee certifying that the Annual Report has been provided pursuant to this Disclosure Agreement, and stating the date it was provided. Section 4. Content of Annual Reports. The Commission’s Annual Report shall contain or include by reference the following: (a) The audited financial statements of the Commission for the prior Fiscal Year, prepared in accordance with generally accepted accounting principles as promulgated to apply to governmental entities from time to time by the Governmental Accounting Standards Board. If the Commission’s audited financial statements are not available by the time the Annual Report is required to be filed pursuant to Section 3(a), the Annual Report shall contain unaudited financial statements in a format similar to the financial statements contained in the final Official Statement, and the audited financial statements shall be filed in the same manner as the Annual Report when they become available. (b) The debt service schedule for the 2016 Bonds, if there have been any unscheduled redemptions, retirements or defeasances, and the debt service on any additional parity bonds issued, in each case during the prior Fiscal Year. (c) The actual Sales Tax Revenues for the prior Fiscal Year consistent with the information concerning Sales Tax Revenues set forth in the Official Statement under the caption “THE SALES TAX,” including but not limited to an update of the table entitled “Historical Sales Tax Revenues” set forth in the Official Statement under the caption “THE SALES TAX – Historical Sales Tax Revenues.” 27369822.4 4 Any or all of the items listed above may be included by specific reference to other documents, including official statements of debt issues of the Commission or public entities related thereto, which have been submitted to each Repository or the Securities and Exchange Commission. If the document included by reference is a final official statement, it must be available from the MSRB. The Commission shall clearly identify each such other document so included by reference. The contents, presentation and format of the Annual Reports may be modified from time to time as determined in the judgment of the Commission to conform to changes in accounting or disclosure principles or practices and legal requirements followed by or applicable to the Commission or to reflect changes in the business, structure, operations, legal form of the Commission or any mergers, consolidations, acquisitions or dispositions made by or affecting the Commission; provided that any such modifications shall comply with the requirements of the Rule. Section 5. Reporting of Significant Events. (a) Pursuant to the provisions of this Section 5, the Commission shall give, or cause to be given, notice of the occurrence of any of the following events with respect to the 2016 Bonds, in a timely manner not more than ten (10) Business Days after the event: (1) principal and interest payment delinquencies; (2) defeasances; (3) tender offers; (4) rating changes; (5) adverse tax opinions or the issuance by the Internal Revenue Service of proposed or final determinations of taxability or Notices of Proposed Issue (IRS Form 5701-TEB); (6) unscheduled draws on the debt service reserves reflecting financial difficulties; (7) unscheduled draws on credit enhancements reflecting financial difficulties; (8) substitution of credit or liquidity providers or their failure to perform; or (9) bankruptcy, insolvency, receivership or similar proceedings. For these purposes, any event described in the immediately preceding paragraph (9) is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent, or similar officer for the Commission in a proceeding under the United States Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the Commission, or if 27369822.4 5 such jurisdiction has been assumed by leaving the existing governing body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement, or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the Commission. (b) Pursuant to the provisions of this Section 5, the Commission shall give, or cause to be given, notice of the occurrence of any of the following events with respect to the 2016 Bonds, if material: (1) the consummation of a merger, consolidation or acquisition involving the Commission or the sale of all or substantially all of the assets of the Commission, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions; (2) appointment of a successor or additional Trustee or the change of the name of a Trustee; (3) non-payment related defaults; (4) modifications to the rights of Holders; (5) bond calls; (6) release, substitution or sale of property securing repayment of the 2016 Bonds; or (7) in addition to the adverse tax opinions or determinations of taxability described in Section 5(a)(5) above, any other notices or determinations with respect to the tax status of the 2016 Bonds. (c) Whenever the Commission obtains knowledge of the occurrence of a Listed Event, described in subsection (b) of this Section 5, the Commission shall as soon as possible determine if such event would be material under applicable federal securities law. (d) If the Commission determines that knowledge of the occurrence of a Listed Event described in subsection (b) of this Section 5 would be material under applicable federal securities law, the Commission shall promptly notify the Dissemination Agent in writing and instruct the Dissemination Agent to report the occurrence to the MSRB in a timely manner not more than ten (10) Business Days after the event. (e) If the Dissemination Agent has been instructed by the Commission to report the occurrence of a Listed Event, the Dissemination Agent shall file a notice of such occurrence with the MSRB. 27369822.4 6 Section 6. Filings with the MSRB. All information, operating data, financial statements, notices and other documents provided to the MSRB in accordance with this Disclosure Agreement shall be provided in an electronic format prescribed by the MSRB and shall be accompanied by identifying information as prescribed by the MSRB. Section 7. Termination of Reporting Obligation. The Commission’s obligations under this Disclosure Agreement shall terminate upon the legal defeasance or payment in full of all of the 2016 Bonds. If such termination occurs prior to the final maturity of the 2016 Bonds, the Commission shall give notice of such termination in the same manner as for a Listed Event under Section 5. Section 8. Dissemination Agent. The Commission may, from time to time, appoint or engage another Dissemination Agent to assist it in carrying out its obligations under this Disclosure Agreement, and may discharge any such Dissemination Agent, with or without appointing a successor Dissemination Agent. If at any time there is not any other designated Dissemination Agent, the Trustee shall be the Dissemination Agent; provided, it shall receive written notice of such designation at the time of such designation. Section 9. Amendment; Waiver. Notwithstanding any other provision of this Disclosure Agreement, the Commission may amend this Disclosure Agreement, provided no amendment increasing or affecting the obligations or duties of the Dissemination Agent shall be made without the consent of such party, and any provision of this Disclosure Agreement may be waived if such amendment or waiver is supported by an opinion of counsel expert in federal securities laws acceptable to the Commission to the effect that such amendment or waiver would not, in and of itself, cause the undertakings herein to violate the Rule if such amendment or waiver had been effective on the date hereof but taking into account any subsequent change in or official interpretation of the Rule. Section 10. Additional Information. Nothing in this Disclosure Agreement shall be deemed to prevent the Commission from disseminating any other information, using the means of dissemination set forth in this Disclosure Agreement or any other means of communication, or including any other information or notice of occurrence of a Listed Event, in addition to that which is required by this Disclosure Agreement. Section 11. Default. In the event of a failure of the Commission or the Dissemination Agent to comply with any provision of this Disclosure Agreement, the Trustee shall, at the written request of any Participating Underwriter or of the Holders of at least twenty-five percent (25%) of the aggregate principal amount of the 2016 Bonds then Outstanding (but only to the extent funds in an amount satisfactory to the Trustee have been provided to it or it has been otherwise indemnified to its satisfaction from any cost, liability, expense or additional charges and fees of the Trustee whatsoever, including, without limitation, reasonable fees and expenses of its attorneys), or any Holder or beneficial owner of the 2016 Bonds may, take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the Commission or the Dissemination Agent, as the case may be, to comply with its obligations under this Disclosure Agreement. A default under this Disclosure Agreement shall not be deemed an Event of Default under the Indenture, and the sole remedy under this 27369822.4 7 Disclosure Agreement in the event of any failure of the Commission or the Dissemination Agent to comply with this Disclosure Agreement shall be an action to compel performance. Section 12. Duties, Immunities and Liabilities of Dissemination Agent. The Dissemination Agent shall not be responsible for the form or content of any notice of Listed Event. The Dissemination Agent shall receive reasonable compensation for its services provided under this Disclosure Agreement. The Dissemination Agent shall have only such duties as are specifically set forth in this Disclosure Agreement, and the Commission agrees to indemnify and save the Dissemination Agent, its officers, directors, employees and agents, harmless against any loss, expense and liabilities which it may incur arising out of or in the exercise or performance of its powers and duties hereunder, including the costs and expenses (including attorneys fees) of defending against any claim of liability, but excluding liabilities due to the Dissemination Agent’s negligence or willful misconduct. The obligations of the Commission under this Section shall survive resignation or removal of the Dissemination Agent and payment of the 2016 Bonds. Section 13. Notices. Any notices or communications to or among any of the parties to the Disclosure Agreement or the Trustee may be given as follows: To the Commission: Riverside County Transportation Commission 4080 Lemon Street, 3rd Floor Riverside, California 92501 Tel: (951) 787-7926 Fax: (951) 787-7920 Mail: P.O. Box 12008 Riverside, California 92502 To the Dissemination Agent: Digital Assurance Certification, L.L.C. 390 North Orange Avenue, Suite 1750 Orlando, Florida 32801 Tel: (407) 515-1100 Fax: (407) 515-6513 To the Trustee: U.S. Bank National Association 633 West Fifth Street, 24th Floor Los Angeles, California 90071 Attention: Corporate Trust Division Tel: (213) 615-6023 Fax: (213) 615-6197 Any person may, by written notice to the other persons listed above, designate a different address or telephone number(s) to which subsequent notices or communications should be sent. Any notice or communication may also be sent by electronic mail, receipt of which shall be confirmed. Section 14. Beneficiaries. This Disclosure Agreement shall inure solely to the benefit of the Commission, the Dissemination Agent, the Participating Underwriters and holders and beneficial owners from time to time of the 2016 Bonds, and shall create no rights in any other person or entity. 27369822.4 8 Section 15. Counterparts. This Disclosure Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. IN WITNESS WHEREOF, the parties hereto have executed this Disclosure Agreement as of the date first above written. RIVERSIDE COUNTY TRANSPORTATION COMMISSION By: Theresia Trevino Chief Financial Officer DIGITAL ASSURANCE CERTIFICATION, L.L.C., as Dissemination Agent By: Authorized Representative 27369822.4 A-1 EXHIBIT A NOTICE TO REPOSITORIES OF FAILURE TO FILE ANNUAL REPORT Name of Issuer: Riverside County Transportation Commission (the “Commission”) Name of Issue: $_________ Riverside County Transportation Commission Sales Tax Revenue Refunding Bonds (Limited Tax Bonds) 2016 Series A Date of Issuance: _________, 2016 NOTICE IS HEREBY GIVEN that the Commission has not provided an Annual Report with respect to the above-named Bonds as required by this Continuing Disclosure Agreement dated as of October 1, 2016, between the Commission and the Dissemination Agent. The Commission anticipates that the Annual Report will be filed by _____________. Dated: ______, 20__ DIGITAL ASSURANCE CERTIFICATION, L.L.C., as Dissemination Agent, on behalf of the Commission cc: Riverside County Transportation Commission OHSUSA:765533595 OH&S DRAFT – 8/9/16 SIXTH SUPPLEMENTAL INDENTURE between RIVERSIDE COUNTY TRANSPORTATION COMMISSION and U.S. BANK NATIONAL ASSOCIATION, as Trustee ________________________________ Dated as of October 1, 2016 ________________________________ Relating to RIVERSIDE COUNTY TRANSPORTATION COMMISSION SALES TAX REVENUE REFUNDING BONDS (LIMITED TAX BONDS) 2016 SERIES A (Supplementing the Indenture Dated as of June 1, 2008) ATTACHMENT 4 i OHSUSA:765533595 ARTICLE XLII DEFINITIONS Section 42.01. Definitions ........................................................................................................... 2 Section 42.02. Rules of Construction .......................................................................................... 3 ARTICLE XLIII FINDINGS, DETERMINATIONS AND DIRECTIONS Section 43.01. Findings and Determinations ............................................................................... 3 Section 43.02. Recital in Bonds .................................................................................................. 3 Section 43.03. Effect of Findings and Recital ............................................................................. 4 ARTICLE XLIV AUTHORIZATION OF 2016 SERIES A BONDS Section 44.01. Principal Amount, Designation and Series .......................................................... 4 Section 44.02. Purpose and Application of Proceeds .................................................................. 4 Section 44.03. Form, Denomination, Numbers and Letters ........................................................ 4 Section 44.04. Date, Maturities and Interest Rates ..................................................................... 5 ARTICLE XLV REDEMPTION AND PURCHASE OF 2016 SERIES A BONDS Section 45.01. Optional Redemption of 2016 Series A Bonds ................................................... 6 Section 45.02. Mandatory Redemption of 2016 Series A Bonds From Mandatory Sinking Account Payments .................................................................................. 6 Section 45.03. Selection of Bonds for Redemption .................................................................... 7 Section 45.04. Purchase In Lieu of Redemption ......................................................................... 7 ARTICLE XLVI ESTABLISHMENT OF FUNDS AND ACCOUNTS AND APPLICATION THEREOF Section 46.01. Funds and Accounts ............................................................................................ 7 Section 46.02. 2016 Costs of Issuance Fund ............................................................................... 7 ARTICLE XLVII MISCELLANEOUS Section 47.01. Severability .......................................................................................................... 8 Section 47.02. Parties Interested Herein ...................................................................................... 8 Section 47.03. Headings Not Binding ......................................................................................... 8 Section 47.04. Notice Addresses ................................................................................................. 8 Section 47.05. Notices to Rating Agencies ................................................................................. 8 Section 47.06. Brokerage Confirmations .................................................................................... 9 Section 47.07. Indenture to Remain in Effect ............................................................................. 9 Section 47.08. Effective Date of Sixth Supplemental Indenture ................................................. 9 Section 47.09. Execution in Counterparts ................................................................................... 9 ii OHSUSA:765533595 EXHIBITS EXHIBIT A FORM OF 2016 SERIES A BOND ................................................................ A-1 EXHIBIT B NOTICE ADDRESSES ................................................................................... B-1 OHSUSA:765533595 SIXTH SUPPLEMENTAL INDENTURE THIS SIXTH SUPPLEMENTAL INDENTURE, dated as of October 1, 2016 (this “Sixth Supplemental Indenture”), between the RIVERSIDE COUNTY TRANSPORTATION COMMISSION, a public entity duly established and existing under the laws of the State of California (the “Commission”) and U.S. BANK NATIONAL ASSOCIATION, a national banking association duly organized and existing under and by virtue of the laws of the United States of America, as trustee (the “Trustee”): WITNESSETH: WHEREAS, this Sixth Supplemental Indenture is supplemental to the Indenture, dated as of June 1, 2008 (as supplemented and amended from time to time pursuant to its terms, the “Indenture”), between the Commission and the Trustee; WHEREAS, the Indenture provides that the Commission may issue Bonds from time to time as authorized by a Supplemental Indenture, which Bonds are to be payable from Revenues and from such other sources as may be specified with respect to a particular Series of Bonds in the Supplemental Indenture authorizing such Series; WHEREAS, the Commission has heretofore issued its Sales Tax Revenue Bonds (Limited Tax Bonds), 2009 Series A, 2009 Series B, 2009 Series C, 2010 Series A, 2010 Series B, and 2013 Series A in the original aggregate principal amount of $797,200,000, secured by the pledge of Revenues and other monies as set forth in the Indenture; WHEREAS, in relation to its Sales Tax Revenue Bonds (Limited Tax Bonds), 2009 Series A (the “2009 Series A Bonds”), the Commission has heretofore executed and delivered that certain ISDA Master Agreement, dated as of September 24, 2008, by and between the Commission and Deutsche Bank AG, acting through its New York Branch, as counterparty (“Deutsche Bank”), as amended and supplemented, including as amended and supplemented by the Schedule, Confirmation and ISDA Credit Support Annex to Schedule thereto, each dated as of September 24, 2008 (collectively, the “Deutsche Bank Swap”), and each by and between the Commission and Deutsche Bank, evidencing an interest rate swap in an original aggregate notional amount of $85,000,000, of which notional amount $63,900,000 currently remains outstanding; WHEREAS, in relation to its Sales Tax Revenue Bonds (Limited Tax Bonds), 2009 Series B and 2009 Series C (together with the 2009 Series A Bonds, the “2009 Bonds”), the Commission has heretofore executed and delivered that certain ISDA Master Agreement, dated as of August 22, 2006, by and between the Commission and Bank of America, N.A., as counterparty (“Bank of America”), as amended and supplemented, including as amended and supplemented by the Schedule, Confirmation and ISDA Credit Support Annex to Schedule thereto, each dated as of August 22, 2006 (collectively, the “BANA Swap”), and each by and between the Commission and Bank of America, evidencing an interest rate swap in an original aggregate notional amount of $100,000,000, of which notional amount $75,200,000 currently remains outstanding; 2 OHSUSA:765533595 WHEREAS, the Commission desires to provide at this time for the issuance of an additional Series of Bonds to be designated “Riverside County Transportation Commission Sales Tax Revenue Refunding Bonds (Limited Tax Bonds), 2016 Series A” (the “2016 Series A Bonds”) for the purpose of providing funds to (i) refund the outstanding 2009 Series A Bonds, (ii) refund $[_________] principal amount of the Commission’s Outstanding Notes[, including the refinancing of] a termination payment in connection with the termination of the Deutsche Bank Swap, and (iii) pay costs of issuance, all as provided in this Sixth Supplemental Indenture; NOW, THEREFORE, the parties hereto hereby agree as follows: ARTICLE XLII DEFINITIONS Section 42.01. Definitions. (a) Definitions. Unless the context otherwise requires, or as otherwise provided in subsection (b) and (c) of this Section, all terms which are defined in Section 1.02, Section 19.01, Section 26.01 and Section 32.01 of the Indenture shall have the same meanings in this Sixth Supplemental Indenture. (b) Additional Definitions. Unless the context otherwise requires, the following terms shall, for all purposes of this Sixth Supplemental Indenture, have the following meanings: “Authorized Denominations” means, with respect to 2016 Series A Bonds, $5,000 and any integral multiple thereof. “Interest Payment Date” means, with respect to 2016 Series A Bonds, June 1 and December 1 of each year until the redemption or maturity of such 2016 Series A Bonds, commencing with December 1, 2016. “Issue Date” means, with respect to the 2016 Series A Bonds, the date on which the 2016 Series A Bonds are first delivered to the purchasers thereof. “Record Date” means, with respect to the 2016 Series A Bonds, the fifteenth (15th) day (whether or not a Business Day) of the month preceding the month in which such Interest Payment Date occurs. “Redemption Price” means, with respect to any 2016 Series A Bond or a portion thereof, 100% of the principal amount thereof to be redeemed, plus the applicable premium, if any, payable upon redemption thereof pursuant to such Bond or this Sixth Supplemental Indenture. “Sixth Supplemental Indenture” means this Sixth Supplemental Indenture, between the Commission and the Trustee, as amended and supplemented from time to time. “Tax-Exempt” means, with respect to interest on any obligations of a state or local government, that such interest is excluded from the gross income of the holders thereof (other 3 OHSUSA:765533595 than any holder who is a “substantial user” of facilities financed with such obligations or a “related person” within the meaning of Section 147(a) of the Code) for federal income tax purposes, whether or not such interest is includable as an item of tax preference or otherwise includable directly or indirectly for purposes of calculating other tax liabilities, including any alternative minimum tax or environmental tax under the Code. “Tax-Exempt Securities” means bonds, notes or other securities the interest on which is Tax-Exempt. “2016 Series A Bonds Tax Certificate” means the Tax Certificate executed on behalf of the Commission in connection with the issuance of the 2016 Series A Bonds. “2016 Costs of Issuance Fund” means the fund by that name established pursuant to Section 46.01. “2016 Series A Bonds” shall mean the Riverside County Transportation Commission Sales Tax Revenue Refunding Bonds (Limited Tax Bonds), 2016 Series A, authorized by Article XLIV of this Indenture. Section 42.02. Rules of Construction. Words of the masculine gender shall be deemed and construed to include correlative words of the feminine and neuter genders. Unless the context shall otherwise indicate, words importing the singular number shall include the plural number and vice versa, and words importing persons shall include corporations and associations, including public bodies, as well as natural persons. Defined terms shall include any variant of the terms set forth in this Article XLII. The terms “hereby,” “hereof,” “hereto,” “herein,” “hereunder,” and any similar terms, as used in this Sixth Supplemental Indenture, refer to the Indenture. ARTICLE XLIII FINDINGS, DETERMINATIONS AND DIRECTIONS Section 43.01. Findings and Determinations. The Commission hereby finds and determines that the 2016 Series A Bonds shall be issued pursuant to Article XLIV and Section 3.01, Section 3.02 and Section 3.03 of the Indenture, and upon the issuance of the 2016 Series A Bonds, any and all acts, conditions and things required to exist, to happen and to be performed, precedent to and in the issuance thereof, will exist, will have happened and will have been performed, in due time, form and manner, as required by the Constitution and statutes of the State. Section 43.02. Recital in Bonds. There shall be included in each of the definitive 2016 Series A Bonds, and also in each of the temporary 2016 Series A Bonds, if any are issued, a certification and recital that any and all acts, conditions and things required to exist, to happen and to be performed, precedent to and in the incurring of the indebtedness evidenced by that 2016 Series A Bonds, and in the issuing of that 2016 Series A Bonds, exist, have happened and have been performed in due time, form and manner, as required by the Constitution and statutes of the State and the Act, and that said 2016 Series A Bonds, together with all other indebtedness of the Commission payable out of Revenues, is within every debt and other limit prescribed by 4 OHSUSA:765533595 the Constitution and statutes of the State and the Act, and that such certification and recital shall be in such form as is set forth in the form of the 2016 Series A Bonds attached hereto as Exhibit A. Section 43.03. Effect of Findings and Recital. From and after the issuance of the 2016 Series A Bonds, the findings and determinations herein shall be conclusive evidence of the existence of the facts so found and determined in any action or proceeding in any court in which the validity of the 2016 Series A Bonds is at issue. ARTICLE XLIV AUTHORIZATION OF 2016 SERIES A BONDS Section 44.01. Principal Amount, Designation and Series. Pursuant to the provisions of this Indenture and the provisions of the Act, a Series of Bonds entitled to the benefit, protection and security of such provisions is hereby authorized in the aggregate principal amount of $[PAR]. Such Bonds shall be designated as, and shall be distinguished from the Bonds of all other Series by the title, “Riverside County Transportation Commission Sales Tax Revenue Refunding Bonds (Limited Tax Bonds), 2016 Series A.” At any time after the execution and delivery of this Supplemental Indenture, the Commission may execute and, upon the order of the Commission, the Trustee shall authenticate and deliver each 2016 Series A Bonds in the aggregate principal amount set forth above. Section 44.02. Purpose and Application of Proceeds. The 2016 Series A Bonds are issued for the purpose of providing funds to (i) refund all or a portion of the outstanding 2009 Bonds, (ii) refund $[_________] principal amount of the Commission’s Outstanding Notes, and (iii) pay costs of issuance. The net proceeds from the sale of the 2016 Series A Bonds in the amount of $[__________] shall be received by the Trustee, and the Trustee shall deposit or transfer such funds as follows: (a) $[______________] of such proceeds shall be deposited in the Redemption Fund for application to the redemption of the 2009 Bonds; (b) $[______________] of such proceeds shall be transferred to the Notes Trustee for deposit upon the order of the Commission; and (c) $[______________] of such proceeds shall be deposited in the 2016 Costs of Issuance Fund. Section 44.03. Form, Denomination, Numbers and Letters. Each Series of 2016 Series A Bonds shall be issued as fully registered bonds without coupons in book-entry form and in Authorized Denominations and shall be numbered from one upward in consecutive numerical order preceded by the letter “R” prefixed to the number. Each Series of 2016 Series A Bonds and the certificate of authentication shall be substantially in the form attached hereto as Exhibit A. 5 OHSUSA:765533595 Section 44.04. Date, Maturities and Interest Rates. The 2016 Series A Bonds shall be issued as Current Interest Bonds in the aggregate principal amount of $[PAR]. The 2016 Series A Bonds shall be dated their Issue Date, shall bear interest from that date at the following rates per annum, computed on the basis of a 360-day year comprised of twelve 30-day months, and shall mature on June 1 in the following years and in the following amounts: Maturity Date (June 1) Principal Amount Interest Rate 20__ $ % 20__* _______________________________________ * Term Bond Final Maturity Interest on each 2016 Series A Bond shall be payable on each Interest Payment Date for such 2016 Series A Bond until the principal sum of such 2016 Series A Bond has been paid; provided, however, that if at the maturity date of any 2016 Series A Bond (or if the same is redeemable and shall be duly called for redemption, then at the date fixed for redemption) funds are available for the payment or redemption thereof, in full accordance with terms of the Indenture, such 2016 Series A Bond shall then cease to bear interest. Interest on each 2016 Series A Bond shall be payable to the registered Holder thereof at such registered Holder’s address as it appears on the Bond Register from the latest of: (i) such 2016 Series A Bond’s Issue Date; (ii) the most recent Interest Payment Date to which interest has been paid thereon or duly provided for, or (iii) if the date of authentication of such Bond is after a Record Date but prior to the immediately succeeding Interest Payment Date, the Interest Payment Date immediately succeeding such date of authentication. As long as the 2016 Series A Bonds are Book-Entry Bonds, principal of and interest on the 2016 Series A Bonds shall be payable by wire transfer to DTC in lawful money of the United States of America. Principal of the 2016 Series A Bonds shall be payable when due upon presentation and surrender thereof at the Principal Office of the Trustee. Each 2016 Series A Bond shall be payable as provided in Section 2.10, including Section 2.10(E), or, in the event the use of the Securities Depository is discontinued, the principal of each 2016 Series A Bond shall be payable in lawful money of the United States of America upon surrender thereof at the Principal Office of the Trustee, and the interest on each 2016 Series A Bond shall be payable in lawful money of the United States of America by the Trustee to the Holder thereof as of the close of business on the Record Date, such interest to be paid by the Trustee to such Holder in immediately available funds (by wire transfer or by deposit to the account of the Holder if such account is maintained with the Trustee), according to the instructions given by such Holder to the Trustee or, in the event no such instructions have been given, by check mailed by first class mail to the Holder at such Holder’s address as it appears as of the Record Date on the bond registration books kept by the Trustee. 6 OHSUSA:765533595 ARTICLE XLV REDEMPTION AND PURCHASE OF 2016 SERIES A BONDS Section 45.01. Optional Redemption of 2016 Series A Bonds. (a) Optional Redemption of 2016 Series A Bonds. The 2016 Series A Bonds maturing on or before June 1, 20__ shall not be subject to redemption prior to their respective stated maturities. The 2016 Series A Bonds maturing on or after June 1, 20__ shall be subject to redemption prior to their respective stated maturities, at the option of the Commission, from any source of available funds, as a whole or in part, on any date on or after [June/October 1], 20__ at the principal amount of 2016 Series A Bonds called for redemption plus accrued interest to the date fixed for redemption, without premium. (b) Sufficient Funds Required for Optional Redemption. Any optional redemption of 2016 Series A Bonds and notice thereof shall be conditional and rescinded and cancelled pursuant to the provisions of Section 4.02 if for any reason on the date fixed for redemption moneys are not available in the Redemption Fund or otherwise held in trust for such purpose in an amount sufficient to pay in full on said date the principal of, interest, and any premium due on the 2016 Series A Bonds called for redemption. (c) Notice of Optional Redemption; Rescission. Any notice of optional redemption of the 2016 Series A Bonds shall be delivered in accordance with Section 4.02 and may be rescinded as provided in Section 4.02. Section 45.02. Mandatory Redemption of 2016 Series A Bonds From Mandatory Sinking Account Payments. (a) Mandatory Redemption of 2016 Series A Bonds. The 2016 Series A Bonds maturing on June 1, 20__ shall also be subject to mandatory redemption prior to their respective stated maturities, in part, by lot, from Mandatory Sinking Account Payments on each June 1 a Mandatory Sinking Account Payment is due as specified in this Section 45.02(a), in the principal amount equal to the Mandatory Sinking Account Payment due on such date and at a redemption price equal to 100% of the principal amount thereof, plus accrued but unpaid interest to the redemption date, without premium. The Mandatory Sinking Account Payments for the 2016 Series A Term Bonds maturing on June 1, 20__ shall be due in the amounts and on the dates as follows: Mandatory Sinking Account Payments Dates (June 1) Mandatory Sinking Account Payments 20__ $ 20__* ____________________ *Final Maturity 7 OHSUSA:765533595 Section 45.03. Selection of Bonds for Redemption. (a) Selection of 2016 Series A Bonds for Redemption. The Commission shall designate which maturities of any 2016 Series A Bonds are to be called for optional redemption pursuant to Section 45.01(a). If less than all 2016 Series A Bonds maturing by their terms on any one date are to be redeemed at any one time, the Trustee shall select the 2016 Series A Bonds of such maturity date to be redeemed in any manner that it deems appropriate and fair and shall promptly notify the Commission in writing of the numbers of the 2016 Series A Bonds so selected for redemption. For purposes of such selection, 2016 Series A Bonds shall be deemed to be composed of multiples of minimum Authorized Denominations and any such multiple may be separately redeemed. In the event of an optional redemption of the 2016 Series A Term Bonds pursuant to Section 45.01(a), the Commission shall designate the Mandatory Sinking Account Payments under Section 45.02(a), or portions thereof, in an aggregate amount equal to the principal amount of 2016 Series A Term Bonds so optionally redeemed, that are to be reduced as allocated to such redemption, and such Mandatory Sinking Account Payments shall be reduced accordingly. Section 45.04. Purchase In Lieu of Redemption. The Commission reserves the right at all times to purchase any of its 2016 Series A Bonds on the open market. In lieu of mandatory redemption, the Commission may surrender to the Trustee for cancellation 2016 Series A Bonds purchased on the open market, and such 2016 Series A Bonds shall be cancelled by the Trustee. If any 2016 Series A Bonds are so cancelled, the Commission may designate the Mandatory Sinking Account Payments or portions thereof within such Series of the 2016 Series A Bonds so purchased that are to be reduced as a result of such cancellation. ARTICLE XLVI ESTABLISHMENT OF FUNDS AND ACCOUNTS AND APPLICATION THEREOF Section 46.01. Funds and Accounts. To ensure the proper application of such portion of proceeds from the sale of the 2016 Series A Bonds to be applied to pay the Costs of Issuance of the 2016 Series A Bonds, there is hereby established the 2016 Costs of Issuance Fund, such fund to be held by the Trustee. Section 46.02. 2016 Costs of Issuance Fund. The monies set aside and placed in the 2016 Costs of Issuance Fund shall be expended for the purpose of paying the Costs of Issuance of the 2016 Series A Bonds. Before any payment from the 2016 Costs of Issuance Fund shall be made by the Trustee, the Commission shall file or cause to be filed with the Trustee a requisition of the Commission (each a “Requisition”), such Requisition to be signed by an Authorized Representative and to include: (i) the item number of such payment; (ii) the name and address or wire instructions for payment of the person to whom each such payment is due, which may be the Commission in the case of reimbursement for costs theretofore paid by the Commission; (iii) the respective amounts to be paid; (iv) the purpose by general classification for which each obligation to be paid was incurred; and (v) that obligations in the stated amounts have been incurred by the Commission and are presently due and payable and that each item thereof is a proper charge against the 2016 Costs of Issuance Fund and has not been previously paid from said fund. The address or payment instructions of the person to be paid may be by attachment of invoices in the specified amount contained in the Requisition. On October 1, 2017 any 8 OHSUSA:765533595 remaining amounts in the 2016 Costs of Issuance Fund shall be transferred to the Revenue Fund and the 2016 Costs of Issuance Fund shall be closed. ARTICLE XLVII MISCELLANEOUS Section 47.01. Severability. If any covenant, agreement or provision, or any portion thereof, contained in this Sixth Supplemental Indenture, or the application thereof to any person or circumstance, is held to be unconstitutional, invalid or unenforceable, the remainder of this Sixth Supplemental Indenture, and the application of any such covenant, agreement or provision, or portion thereof, to other Persons or circumstances, shall be deemed severable and shall not be affected thereby, and this Sixth Supplemental Indenture and the 2016 Series A Bonds issued pursuant hereto shall remain valid, and the Holders of the 2016 Series A Bonds shall retain all valid rights and benefits accorded to them under this Indenture, the Act, and the Constitution and statutes of the State. Section 47.02. Parties Interested Herein. Nothing in this Sixth Supplemental Indenture expressed or implied is intended or shall be construed to confer upon, or to give to, any person or entity, other than the Commission, the Trustee and the Holders of the 2016 Series A Bonds, any right, remedy or claim under or by reason of this Sixth Supplemental Indenture or any covenant, condition or stipulation hereof; and all the covenants, stipulations, promises and agreements in this Sixth Supplemental Indenture contained by and on behalf of the Commission shall be for the sole and exclusive benefit of the Commission, the Trustee and the Holders of the 2016 Series A Bonds. Section 47.03. Headings Not Binding. The headings in this Sixth Supplemental Indenture are for convenience only and in no way define, limit or describe the scope or intent of any provisions or sections of this Sixth Supplemental Indenture. Section 47.04. Notice Addresses. Except as otherwise provided herein, it shall be sufficient service or giving of notice, request, complaint, demand or other paper if the same shall be duly mailed by registered or certified mail, postage prepaid, addressed to the Notice Address for the appropriate party or parties as provided in Exhibit B hereto. Any such entity by notice given hereunder may designate any different addresses to which subsequent notices, certificates or other communications shall be sent, but no notice directed to any one such entity shall be thereby required to be sent to more than two addresses. Any such communication may also be sent by Electronic Means, receipt of which shall be confirmed. Section 47.05. Notices to Rating Agencies. The Trustee shall provide notice to the Rating Agencies of the following events with respect to the 2016 Series A Bonds: (1) Change in Trustee; (2) Amendments to the Indenture; and (3) Redemption or defeasance of any 2016 Series A Bonds. 9 OHSUSA:765533595 Section 47.06. Brokerage Confirmations . The Commission acknowledges that to the extent regulations of the Comptroller of the Currency or other applicable regulatory entity grant the Commission the right to receive brokerage confirmations of security transactions as they occur, the Commission specifically waives receipt of such confirmations to the extent permitted by law. The Trustee will furnish the Commission periodic account transaction statements which shall include detail for all investment transactions made by the Trustee hereunder. Section 47.07. Indenture to Remain in Effect. Save and except as amended and supplemented by this Sixth Supplemental Indenture, the Indenture shall remain in full force and effect. Section 47.08. Effective Date of Sixth Supplemental Indenture. This Sixth Supplemental Indenture shall take effect upon its execution and delivery. Section 47.09. Execution in Counterparts. This Sixth Supplemental Indenture may be executed in several counterparts, each of which shall be deemed an original, and all of which shall constitute but one and the same instrument. S-1 OHSUSA:765533595 IN WITNESS WHEREOF, the parties hereto have executed this Sixth Supplemental Indenture by their officers thereunto duly authorized as of the day and year first written above. RIVERSIDE COUNTY TRANSPORTATION COMMISSION By: Executive Director (Seal) ATTEST: Clerk of the Riverside County Transportation Commission APPROVED AS TO FORM: By: General Counsel U.S. BANK NATIONAL ASSOCIATION, as Trustee By: Authorized Officer A-1 OHSUSA:765533595 EXHIBIT A FORM OF 2016 SERIES A BOND No. R--__________ $___________ Riverside County Transportation Commission Sales Tax Revenue Refunding Bond (Limited Tax Bond) 2016 Series A INTEREST RATE MATURITY ISSUE DATE CUSIP ___% June 1, 20__ [Issue Date] REGISTERED OWNER: Cede & Co. PRINCIPAL AMOUNT: Dollars RIVERSIDE COUNTY TRANSPORTATION COMMISSION, a public entity duly organized and existing under the laws of the State of California (the “Commission”), for value received, hereby promises to pay (but solely from Revenues as hereinafter referred to) in lawful money of the United States of America, to the registered Holder or registered assigns, on the maturity date set forth above, unless redeemed prior thereto as hereinafter provided, the principal amount specified above, together with interest thereon from the Issue Date set forth above until the principal hereof shall have been paid, at the interest rates and on the dates (each, an “Interest Payment Date”) described herein. The principal of and premium, if any, on this Bond are payable to the registered Holder hereof upon presentation and surrender of this Bond at the principal office of U.S. Bank National Association, as trustee (together with any successor as trustee under the hereinafter defined Indenture, the “Trustee”) in Los Angeles, California. Interest on this Bond shall be paid by check drawn upon the Trustee and mailed on the applicable Interest Payment Date to the registered Holder hereof as of the close of business on the Record Date at such registered Holder’s address as it appears on the Bond Register. As used herein, “Record Date” means the fifteenth (15th) day (whether or not a Business Day) of the month preceding the month in which such Interest Payment Date occurs. This Bond is one of a duly authorized issue of bonds of the Commission, designated as “Riverside County Transportation Commission, Sales Tax Revenue Refunding Bonds (Limited Tax Bonds)” (the “Bonds”), of the series designated above, all of which are being issued pursuant to the provisions of the Riverside County Transportation Sales Tax Act, Division 25 (Section 240000 et seq.) of the Public Utilities Code of the State of California, as now in effect and as it may from time to time hereafter be amended or supplemented (the “Act”), the Transportation Expenditure Plan and Retail Transaction and Use Tax Ordinance, adopted by the Commission on May 8, 2002 and approved by at least two-thirds of electors voting on such proposition in the November 5, 2002 election and any amendments or extensions thereto, and as authorized pursuant to Article 10 and Article 11 of Chapter 3 of Part 1 of Division 2 of Title 5 of A-2 OHSUSA:765533595 the California Government Code (Section 53570 et seq.) and other applicable provisions of the laws of the State of California (collectively, and together with the Act, the “Law”), and an Indenture, dated as of June 1, 2008, as supplemented, including as supplemented by a Sixth Supplemental Indenture, dated as of [October 1, 2016] (the “Sixth Supplemental Indenture”), each between the Commission and the Trustee, hereinafter referred to collectively as the “Indenture.” Said authorized issue of Bonds is not limited in aggregate principal amount and consists or may consist of one or more series of varying denominations, dates, maturities, interest rates and other provisions, as in the Indenture provided. Capitalized terms used herein and not otherwise defined shall have the meaning given such terms in the Indenture. THIS BOND IS A LIMITED TAX BOND OBLIGATION OF THE COMMISSION PAYABLE SOLELY FROM REVENUES AS DEFINED AND PROVIDED IN THE INDENTURE AND CERTAIN OTHER FUNDS PLEDGED UNDER THE INDENTURE AND THE COMMISSION IS NOT OBLIGATED TO PAY THIS BOND EXCEPT FROM REVENUES AND THOSE CERTAIN OTHER FUNDS PLEDGED UNDER THE INDENTURE. THIS BOND DOES NOT CONSTITUTE A DEBT OR LIABILITY OF THE STATE OF CALIFORNIA (THE “STATE”) OR ANY POLITICAL SUBDIVISION OF THE STATE OTHER THAN THE COMMISSION, OR A PLEDGE OF THE FULL FAITH AND CREDIT OF THE STATE OR OF ANY POLITICAL SUBDIVISION OF THE STATE. THE GENERAL FUND OF THE COMMISSION IS NOT LIABLE, AND THE CREDIT OR TAXING POWER (OTHER THAN AS DESCRIBED HEREIN) OF THE COMMISSION IS NOT PLEDGED, FOR THE PAYMENT OF THE BONDS, THEIR INTEREST, OR ANY PREMIUM DUE UPON REDEMPTION OF THE BONDS. THE BONDS ARE NOT SECURED BY A LEGAL OR EQUITABLE PLEDGE OF, OR CHARGE, LIEN OR ENCUMBRANCE UPON, ANY OF THE PROPERTY OF THE COMMISSION OR ANY OF ITS INCOME OR RECEIPTS, EXCEPT THE REVENUES AND THE CERTAIN OTHER FUNDS PLEDGED UNDER THE INDENTURE. Reference is hereby made to the Indenture and the Law for a description of the terms on which the Bonds are issued and to be issued, the provisions with regard to the nature and extent of the pledge of Revenues and certain other funds and the rights of the registered Holders of the Bonds and all the terms of the Indenture are hereby incorporated herein and constitute a contract between the Commission and the registered Holder from time to time of this Bond, and to all the provisions thereof the registered Holder of this Bond, by its acceptance hereof, consents and agrees. Additional Bonds may be issued and other indebtedness may be incurred on a parity with the Series of Bonds of which this Bond is a part, but only subject to the conditions and limitations contained in the Indenture. This Bond is payable as to both principal and interest, and any premium upon redemption hereof, exclusively from the Revenues and other funds pledged under the Indenture, which consist primarily of the amounts available for distribution to the Commission on and after July 1, 2009 on account of the retail transactions and use tax imposed in the County of Riverside pursuant to the Law, after deducting amounts payable by the Commission to the State Board of Equalization for costs and expenses for its services in connection with the retail transactions and use taxes collected pursuant to the Act, all as provided in the Indenture, and the Commission is not obligated to pay the principal of and interest on this Bond except from Revenues and certain other funds pledged thereunder. A-3 OHSUSA:765533595 This Bond shall be deliverable in the form of a fully registered Bond in denominations of $5,000 and any multiple thereof (such denominations being referred to herein as “Authorized Denominations”). Optional and Mandatory Redemption Provisions Bonds shall be subject to optional and mandatory redemption as specified in the Indenture. Amendments and Modifications The rights and obligations of the Commission and of the Beneficial Owners, registered Holders and registered Owners of the Bonds may be modified or amended at any time in the manner, to the extent, and upon the terms provided in the Indenture, which provide, in certain circumstances, for modifications and amendments without the consent of or notice to the registered Holders of Bonds. Transfer and Exchange Provisions This Bond is transferable or exchangeable as provided in the Indenture, only upon the bond registration books maintained by the Trustee, by the registered Holder hereof, or by his or her duly authorized attorney, upon surrender of this Bond at the Principal Office of the Trustee, together with a written instrument of transfer satisfactory to the Trustee duly executed by the registered Holder or his or her duly authorized attorney, and thereupon a new Bond or Bonds of the same series, maturity and in the same aggregate principal amount, shall be issued to the transferee in exchange therefor as provided in the Indenture, upon payment of any charges therein prescribed. Persons Deemed Holders The person in whose name this Bond is registered shall be deemed and regarded as the absolute Holder hereof for all purposes, including receiving payment of, or on account of, the principal and any redemption premium and interest due hereon. It is hereby certified and recited that any and all acts, conditions and things required to exist, to happen and to be performed, precedent to and in the incurring of the indebtedness evidenced by this Bond, and in the issuing of this Bond, exist, have happened and have been performed in due time, form and manner, as required by the Constitution and statutes of the State of California and the Act, and that this Bond, together with all other indebtedness of the Commission payable out of Revenues, is within every debt and other limit prescribed by the Constitution and statutes of the State of California and the Law. A-4 OHSUSA:765533595 This Bond shall not be entitled to any benefit under the Indenture, or become valid or obligatory for any purpose, until the certificate of authentication hereon endorsed shall have been manually signed by the Trustee. IN WITNESS WHEREOF the Riverside County Transportation Commission has caused this Bond to be executed in its name and on its behalf by the manual or facsimile signature of its duly authorized representatives and its seal to be affixed hereto all as of the Issue Date set forth above. RIVERSIDE COUNTY TRANSPORTATION COMMISSION By: Chair of the Board of Commissioners (Seal) Attest: Auditor-Controller [FORM OF CERTIFICATE OF AUTHENTICATION] This Bond is one of the 2016 Series A Bonds described in the within mentioned Indenture and was authenticated on the date set forth below. Date of Authentication: _________________________ U.S. BANK NATIONAL ASSOCIATION, as Trustee By: Authorized Officer A-5 OHSUSA:765533595 [DTC LEGEND] Unless this Bond is presented by an authorized representative of The Depository Trust Company to the issuer or its agent for registration of transfer, exchange or payment, and any Bond issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of The Depository Trust Company and any payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered Owner hereof, Cede & Co., has an interest herein. [FORM OF ASSIGNMENT] FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto (Please Print or Type Name and Address of Assignee) PLEASE INSERT SOCIAL SECURITY OR OTHER TAX IDENTIFICATION NUMBER OF ASSIGNEE the within bond and all rights thereunder, and hereby irrevocably constitutes and appoints to transfer the within Bond on the books kept for registration thereof with full power of substitution in the premises. Dated: Signature: (Signature of Assignor) Notice: The signature on this assignment must correspond with the name of the registered Holder as it appears upon the face of the within Bond in every particular without alteration or enlargement or any change whatsoever. SIGNATURE GUARANTEED: Notice: Signature must be guaranteed by an eligible guarantor firm. INDEX TO EXHIBITS B-1 OHSUSA:765533595 EXHIBIT B NOTICE ADDRESSES To the Commission: To the Rating Agencies: Riverside County Transportation Commission Standard & Poor’s Ratings Services Street Address: 55 Water Street, 38th Floor 4080 Lemon Street, 3rd Floor New York, New York 10041 Riverside, California 92501 Telephone: (212) 438-2000 Mailing Address: Fax: (212) 438-2157 P.O. Box 12008 Riverside, California 92502 Fitch Ratings Attention: Chief Financial Officer 33 Whitehall Street Telephone: (951) 787-7926 New York, New York 10004 Fax: (951) 787-7920 Telephone: (212) 908-0500 Fax: (212) 480-4421 To the Trustee: U.S. Bank National Association 633 West Fifth Street, 24th Floor Los Angeles, California 90071 Attention: Corporate Trust Division Telephone: (213) 615-6023 Fax: (213) 615-6197 OH&S Draft – 7/29/16 OHSUSA:765554166.2 $__________* RIVERSIDE COUNTY TRANSPORTATION COMMISSION SALES TAX REVENUE REFUNDING BONDS (LIMITED TAX BONDS), 2016 SERIES A OFFICIAL NOTICE OF SALE (as of September __, 2016) NOTICE IS HEREBY GIVEN that electronically submitted proposals will be received by the Riverside County Transportation Commission (herein called the “Commission”) on [Tuesday, September 28], 2016 at the hour of 8:00 a.m., California time, for the purchase of $__________* aggregate principal amount of Sales Tax Revenue Refunding Bonds designated “Riverside County Transportation Commission Sales Tax Revenue Refunding Bonds (Limited Tax Bonds), 2016 Series A” (herein called the “Series 2016 Bonds”), to be issued pursuant to the Indenture, dated as of June 1, 2008, as supplemented and amended, including by the Sixth Supplemental Indenture, to be dated as of October 1, 2016 (hereinafter collectively referred to as the “Indenture”), between the Commission and U. S. Bank National Association, as trustee (the “Trustee”). The Commission reserves the right to postpone to a later date and/or change to a different time said public sale by announcing such postponement through the Thomson Municipal Market Monitor (www.TM3.com) (the “News Service”) not later than 2:00 p.m. (California time) on the day prior to the time bids are to be received. If no legal bid or bids are received for the Series 2016 Bonds on said date (or such later date as is established as provided herein) at the time specified, bids will be received for the Series 2016 Bonds on such other date and at such other time as shall be designated through the News Service. Potential bidders will be notified via the News Service not later than 2:00 p.m. (California time) on the day prior to the date prescribed for the receipt of bids of any change to the principal payment schedule for the Series 2016 Bonds to be utilized for the bidding process. As an accommodation to bidders, telephonic, telecopied or emailed notice of the change of the sale date or time or of a change in the principal payment schedule will be given to any bidder requesting such notice to the Commission’s Financial Advisor, Fieldman, Rolapp & Associates, 19900 MacArthur Boulevard, Suite 1100, Irvine, California 92612; Attn: Daniel L. Wiles (Phone: (949) 660-7315). Failure of any bidder to receive such telephonic, telecopied or emailed notice shall not affect the legality of the sale. Bidders are referred to the Preliminary Official Statement dated __________, 2016 for additional information regarding the Commission, the Series 2016 Bonds and the security therefor, and other matters. See “OFFICIAL STATEMENT” below. Capitalized terms used and not defined herein have the meaning ascribed to them in the Preliminary Official Statement. *Preliminary, subject to change. ATTACHMENT 5 2 OHSUSA:765554166.2 TERMS RELATING TO THE SERIES 2016 BONDS Important Note: This notice will be submitted to i-Deal LLC (“i-Deal”) for posting at the TM3 website and in the Parity bid delivery system. In the event i-Deal’s summary of the terms of sale of the Bonds disagrees with this Official Notice of Sale (this “Official Notice of Sale”), in any particulars, the terms of this Official Notice of Sale (as amended, if necessary, with notice of any amendment hereto to be given as described above) shall control. SERIES: $__________* aggregate principal amount of Series 2016 Bonds, which are being issued as fully registered Series 2016 Bonds in denominations of $5,000 or multiples thereof, provided that no Series 2016 Bond shall represent principal maturing in more than one year, all dated the date of delivery thereof. Other series of bonds have previously been issued, and additional series of bonds may be issued, under the Indenture on a parity with the Series 2016 Bonds (collectively, the “Bonds”) on the terms and subject to the conditions set forth therein. INTEREST RATE; PREMIUM OR DISCOUNT BIDS: Interest is payable on December 1, 2016 and semiannually thereafter on June 1 and December 1 of each year. Bidders must specify the rate or rates of interest that the Series 2016 Bonds hereby offered for sale shall bear. Bidders will be permitted to bid different rates of interest; but (i) each interest rate specified in any bid must be in a multiple of one-eighth or one-twentieth of one percent per annum and a zero rate of interest cannot be specified; (ii) no Series 2016 Bond shall bear more than one rate of interest; (iii) each Series 2016 Bond shall bear interest from its dated date to its stated payment date at the interest rate specified in the bid; (iv) all Series 2016 Bonds payable at any one time shall bear the same rate of interest; (v) no rate of interest should exceed [five] percent ([5.00]%) per annum; and (vi) no maturity shall be sold at a price less than [99]% of the principal amount thereof. Premium bids must be paid as part of the purchase price, and no bid will be accepted which contemplates the waiver of any interest or other concession by the bidder as substitute for payment in full of the purchase price. Bidders may not bid a purchase price of less than 100% of the aggregate principal amount of the Series 2016 Bonds. Bids that do not conform to the terms of this section may be rejected. See “TERMS OF SALE - RIGHT OF REJECTION” below. The Commission reserves the right to modify or amend the terms of the sale prior to the time bids are received and to waive any irregularity in bids received. BOOK-ENTRY ONLY: The Series 2016 Bonds shall be issued in registered form by means of a book-entry system with no distribution of the Series 2016 Bonds made to the public. One Series 2016 Bond representing each Bond maturity date and interest rate will be issued to The Depository Trust Company, New York, New York (“DTC”), registered in the name of Cede & Co., its nominee. The book-entry system will evidence ownership of the Series 2016 Bonds in the principal amount of $5,000 or any integral multiple thereof, with transfers of ownership effected on the records of DTC. Delivery of the Bonds will be made through the facilities of DTC, or through the facilities of the Trustee via FAST transfer, and is presently expected to take place on or about October __, 2016. * Preliminary, subject to change. 3 OHSUSA:765554166.2 PAYMENT OF DTC FEES AND CALIFORNIA DEBT AND INVESTMENT ADVISORY COMMISSION FEES: The Commission will submit or cause to be submitted all requisite documents to DTC for DTC-eligibility purposes. However, the successful bidder (the “Purchaser”) of the Series 2016 Bonds will be responsible for payment of all fees charged by DTC. The Purchaser will also be responsible for paying the fees of the California Debt and Investment Advisory Commission (“CDIAC”) required by California law (California Government Code Section 8856). MATURITY: The Series 2016 Bonds shall mature on June 1 in each of the years, and in the amounts *, as follows: Year (June 1) Amount* Total $__________ ADJUSTMENT OF PRINCIPAL PAYMENTS: The principal amounts set forth in this Official Notice of Sale reflect certain estimates of the Commission with respect to the likely interest rates of the winning bid and the premium and underwriting discount contained in the winning bid. Potential bidders will be notified via the News Service not later than 2:00 p.m. (California time) on the business day prior to the date bids are to be received, of any change to the principal payment schedule for the Series 2016 Bonds to be utilized for the bidding process. The final maturity schedule will be designed so that the financing objectives of the Commission will be met, including the refunding in full of the 2009 Series A Bonds and the [re]financing of the termination payment relating to the Deutsche Bank Swap. The Commission reserves the right to increase or decrease the aggregate principal amount of the Series 2016 Bonds as necessary for the Commission to achieve its refunding objectives, following the submission of the bids. Each principal payment is subject to increase or decrease in $5,000 increments. The Purchaser may not withdraw its bid or change its interest rates bid as a result of any changes made to the principal amounts. Subsequent to the adjustment of principal payments, the dollar amount of the purchase price will be changed so that the net compensation to the Purchaser (expressed as a percentage of the aggregate principal amount of Series 2016 Bonds) does not increase or decrease from what it would have been if no adjustment had been made to the principal amounts, taking into consideration the reoffering yields for the different maturities. * Preliminary, subject to change. 4 OHSUSA:765554166.2 SERIAL BONDS AND/OR TERM BONDS: Bidders may provide that all the Series 2016 Bonds be executed and delivered as Serial Bonds or may provide that any one or more consecutive annual principal amounts be combined into one or more Term Bonds. REOFFERING PRICE CERTIFICATE: Immediately upon notification that it has submitted the winning bid, the Purchaser shall provide the initial offering prices at which it has offered or reasonably expects to offer all of the Series 2016 Bonds of each maturity to the general public (excluding bond houses, brokers or similar persons acting in the capacity of underwriters or wholesalers) in a bona fide public offering. Prior to delivery of the Series 2016 Bonds, the Purchaser shall be required to provide to the Commission a reoffering price certification in form and substance similar to the certificate attached as Appendix A to the Official Bid Form. In addition, based on reasonable request of Orrick, Herrington & Sutcliffe LLP, bond counsel to the Commission, the Purchaser will provide information regarding its sales of the Series 2016 Bonds. For purposes of this paragraph, sales of the Series 2016 Bonds to other securities brokers or dealers will not be considered sales to the general public. REDEMPTION*: The Series 2016 Bonds maturing on or before June 1, 20__ are not subject to redemption prior to their respective stated maturities. The Series 2016 Bonds maturing on or after June 1, 20__ are subject to redemption prior to their respective stated maturities, at the option of the Commission, from any source of available funds, as a whole or in part, on any date on or after June 1, 20__, at the principal amount of the Series 2016 Bonds called for redemption plus accrued interest thereon to the date fixed for redemption, without premium. PURPOSE: The Series 2016 Bonds are to be issued to (i) refund all of the outstanding Series 2009A Bonds, (ii) refund $[_________] principal amount of the Commission’s Outstanding Notes, [including the refinancing of] a termination payment in connection with the termination in full of the Deutsche Bank Swap, and (iii) pay costs of issuance of the Series 2016 Bonds. SECURITY: The Series 2016 Bonds are payable from, and are secured by a pledge of, Revenues, including Sales Tax Revenues, as further defined in the Preliminary Official Statement. TAX-EXEMPT STATUS: In the opinion of Orrick, Herrington & Sutcliffe LLP, bond counsel to the Commission (“Bond Counsel”), based upon an analysis of existing laws, regulations, rulings and court decisions and assuming, among other matters, the accuracy of certain representations and compliance with certain covenants, interest on the Series 2016 Bonds is excluded from gross income for federal income tax purposes under Section 103 of the Internal Revenue Code of 1986 and is exempt from State of California personal income taxes. See “TAX MATTERS” in the Preliminary Official Statement. In the event that prior to the issuance of the Series 2016 Bonds (a) the income received by private owners of bonds of the same type and character as the Series 2016 Bonds shall be declared to be includable in gross income (either at the time of such declaration or at any future date) for purposes of federal * Preliminary, subject to change. 5 OHSUSA:765554166.2 income tax laws, either by the terms of such laws or by ruling of a federal income tax authority or official which is followed by the Internal Revenue Service, or by decision of any federal court, or (b) any federal income tax law is adopted that will have a substantial adverse tax effect upon owners of the Series 2016 Bonds as such, the Purchaser may, at its option, prior to the tender of said Series 2016 Bonds, be relieved of its obligation under the contract to purchase the Series 2016 Bonds, and in such case the deposit accompanying its bid will be returned. LEGAL OPINIONS: The legal opinion of Bond Counsel, approving the validity of the Series 2016 Bonds will be furnished to the Purchaser without cost. In addition, the successful bidder or bidders will receive a disclosure opinion addressed to them regarding the Official Statement from Bond Counsel to the effect that no facts came to the attention of the attorneys rendering legal services in connection with the Official Statement that caused Bond Counsel to believe that the Official Statement as of its date (except for any CUSIP numbers, financial, accounting, statistical, economic, engineering, or demographic data or forecasts, numbers, charts, tables, graphs, estimates, projections, assumptions, or information about verification or relationships among the parties or expressions of opinion included or referred to therein, or any information about ratings, rating agencies, underwriting, swaps and swap providers and the information contained in Appendix A, Appendix B, Appendix D or Appendix E) contained any untrue statement of a material fact or omitted to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. TERMS OF SALE BEST BID: Unless all bids with respect to the Series 2016 Bonds are rejected, as described below under “—RIGHT OF REJECTION,” the Series 2016 Bonds will be awarded to the bidder offering to purchase the Series 2016 Bonds at the lowest true interest cost to the Commission. The true interest cost for each bid will be determined on the basis of the aggregate present value of each semiannual payment. The present value will be calculated to the expected delivery date of [October] __, 2016, and will be based on the bid amount (aggregate principal amount plus any premium). In the event two or more bids specify the same lowest true interest cost, then the selection for award of the Series 2016 Bonds will be made among such bidders by the Financial Advisor by lot. All interest will be computed on a 360-day year 30-day month basis from [October] __, 2016, the expected delivery date of the Series 2016 Bonds. The cost of preparing the Series 2016 Bonds will be borne by the Commission. RIGHT OF REJECTION: The Commission reserves the right, in its discretion, to reject any and all proposals and to waive any irregularity or informality in any proposals. The Commission retains absolute discretion to determine whether any bid is timely, complete or legible. The Commission takes no responsibility for informing any bidder prior to the time for receiving bids that its bid is incomplete, illegible or not received. PROMPT AWARD: The Commission will take action awarding the Series 2016 Bonds or rejecting all bids not later than thirty (30) hours after the expiration of the time herein prescribed for the receipt of proposals unless such time of award is waived by the Purchaser. Notice of the award will be given promptly to the Purchaser following preliminary verification of the yields and the sufficiency of amounts to be deposited in the escrow fund to refund the 2009 Series A Bonds and the termination payment relating to the Deutsche Bank Swap. 6 OHSUSA:765554166.2 QUALIFICATION FOR SALE; BLUE SKY: Compliance with Blue Sky laws shall be the sole responsibility of the Purchaser. The Purchaser will assume responsibility for taking any action necessary to qualify the Series 2016 Bonds for offer and sale in jurisdictions other than California, and for complying with the laws of all jurisdictions on resale of the Series 2016 Bonds. The Purchaser shall pay all fees and disbursements related to the qualification of the Series 2016 Bonds for sale under the securities or Blue Sky laws of various jurisdictions. The Commission will furnish such information and take such action not inconsistent with law as the Purchaser may request and the Commission shall deem necessary or appropriate to qualify the Series 2016 Bonds for offer and sale under the Blue Sky or other securities laws and regulations of such states and other jurisdictions of the United States of America as may be designated by the Purchaser; provided, however, that the Commission shall not execute a general or special consent to service of process or qualify to do business in connection with such qualification or determination in any jurisdiction. The Purchaser will not offer to sell, or solicit any offer to buy, the Series 2016 Bonds in any jurisdiction where it is unlawful for such Purchaser to make such offer, solicitation or sale, and the Purchaser shall comply with the Blue Sky and other securities laws and regulations of the states and jurisdictions in which the Purchaser sells the Series 2016 Bonds. DELIVERY AND PAYMENT: Delivery of the Series 2016 Bonds will be made to the Purchaser through DTC and is expected to occur on [October] __, 2016. Payment for the Series 2016 Bonds must be made in immediately available funds. Any expense of providing immediately available funds, whether by transfer of Federal Reserve Bank funds or otherwise, shall be borne by the Purchaser. RIGHT OF CANCELLATION: The Purchaser shall have the right, at its option, to cancel the contract of purchase if the Commission shall fail to issue the Series 2016 Bonds and tender the same for delivery within 60 days from the date of sale thereof, and in such event the Purchaser shall be entitled to the return of the deposit accompanying its bid. FORM OF BID: All bids must be for not less than all of the Series 2016 Bonds hereby offered for sale, plus such (net) premium as is specified in the bid. Bids shall specify a price of not less than the aggregate principal amount of the Series 2016 Bonds. Each bid must be delivered by electronic transmission as described below and be received by 8:00 a.m., California time, on [Tuesday, September 28], 2016 (subject to the limitations set forth in “WARNINGS REGARDING ELECTRONIC BIDS” immediately below). Each bid must be in accordance with the terms and conditions set forth in this Official Notice of Sale. Each bid must be accompanied by a Deposit (see “GOOD FAITH DEPOSIT” below). All bids shall be deemed to incorporate all of the terms of this Official Notice of Sale. ELECTRONIC BIDS: Solely as an accommodation to bidders, the Commission will receive bids delivered electronically through the following service (the “Bid Service” or “Parity”). 7 OHSUSA:765554166.2  iDeal BIDCOMP Competitive Bidding System and Parity Electronic Bid Submission System 395 Hudson Street New York, NY 10014 Phone: (212) 806-8304 Fax: (212) 989-9281 Internet address: http://www.tm3.com If any provision of this Official Notice of Sale conflicts with information provided by the Bid Service, this Official Notice of Sale shall control. Each bidder submitting an electronic bid agrees by doing so that it is solely responsible for all arrangements with (including any charges by) the Bid Service, that the Commission does not endorse or encourage the use of the Bid Service, and that the Bid Service is not acting as an agent of the Commission. Instructions for submitting electronic bids must be obtained from the Bid Service, and the Commission does not assume any responsibility for ensuring or verifying bidder compliance with the Bid Service’s procedures. The Commission shall be entitled to assume that any bid received via the Bid Services has been made by a duly authorized agent of the bidder. If a bidder submits an electronic bid for the Series 2016 Bonds, such bidder thereby agrees to the following terms and conditions: (i) If any provision in this Official Notice of Sale with respect to the Series 2016 Bonds conflicts with information or terms provided or required by the Bid Service, this Official Notice of Sale, including any amendments issued through the News Service, shall control; (ii) each bidder shall be solely responsible for making necessary arrangements to access the Bid Service for purposes of submitting its bid in a timely manner and in compliance with the requirements of this Official Notice of Sale; (iii) the Commission shall not have any duty or obligation to provide or assure access to the Bid Service to any bidder, and the Commission shall not be responsible for proper operation of, or have any liability for, any delays, interruptions or damages caused by use of the Bid Service or any incomplete, inaccurate or untimely bid submitted by any bidder through the Bid Service; (iv) the Commission is using the Bid Service as a communication mechanism, and not as an agent of the Commission, to conduct the electronic bidding for the Series 2016 Bonds; (v) the Bid Service is acting as an independent contractor, and is not acting for or on behalf of the Commission; (vi) the Commission is not responsible for ensuring or verifying bidder compliance with any procedures established by the Bid Service; (vii) the Commission may regard the electronic transmission of a bid through the Bid Service (including information regarding the purchase price for the Series 2016 Bonds and interest rates for any maturity of the Series 2016 Bonds) as though the information were submitted on the Official Bid Form and executed on the bidder’s behalf by a duly authorized signatory; (viii) if the bidder’s bid is accepted by the Commission, the Official Bid Form, this Official Notice of Sale and the information that is transmitted electronically through the Bid Service shall form a contract, and the bidder shall be bound by the terms of such contract; and (ix) information provided by the Bid Service to bidders shall form no part of any bid or any contract between the Purchaser and the Commission unless that information is included in this Official Notice of Sale provided by the Commission. WARNINGS REGARDING ELECTRONIC BIDS: THE COMMISSION WILL ACCEPT BIDS IN ELECTRONIC FORM SOLELY THROUGH PARITY ON THE OFFICIAL 8 OHSUSA:765554166.2 BID FORM CREATED FOR SUCH PURPOSE. EACH BIDDER SUBMITTING AN ELECTRONIC BID UNDERSTANDS AND AGREES BY DOING SO THAT IT IS SOLELY RESPONSIBLE FOR ALL ARRANGEMENTS WITH PARITY, THAT PARITY IS NOT ACTING AS AN AGENT OF THE COMMISSION. INSTRUCTIONS AND FORMS FOR SUBMITTING ELECTRONIC BIDS MUST BE OBTAINED FROM PARITY, AND THE COMMISSION ASSUMES NO RESPONSIBILITY FOR ENSURING OR VERIFYING BIDDER COMPLIANCE WITH THE PROCEDURES OF PARITY. THE COMMISSION SHALL ASSUME THAT ANY BID RECEIVED THROUGH PARITY HAS BEEN MADE BY A DULY AUTHORIZED AGENT OF THE BIDDER. THE COMMISSION, THE FINANCIAL ADVISOR AND BOND COUNSEL ASSUME NO RESPONSIBILITY FOR ANY ERROR CONTAINED IN ANY BID SUBMITTED ELECTRONICALLY, OR FOR FAILURE OF ANY BID TO BE TRANSMITTED, RECEIVED OR OPENED AT THE OFFICIAL TIME FOR RECEIPT OF BIDS. THE OFFICIAL TIME FOR RECEIPT OF BIDS WILL BE DETERMINED BY THE COMMISSION AT THE PLACE OF BID OPENING AND THE COMMISSION SHALL NOT BE REQUIRED TO ACCEPT THE TIME KEPT BY PARITY AS THE OFFICIAL TIME. THE COMMISSION ASSUMES NO RESPONSIBILITY FOR INFORMING ANY BIDDER PRIOR TO THE DEADLINE FOR RECEIVING BIDS THAT ITS BID IS INCOMPLETE OR NOT RECEIVED. IN THE EVENT OF A MALFUNCTION IN THE ELECTRONIC BIDDING PROCESS, BIDDERS SHOULD SUBMIT THEIR BIDS ON THE OFFICIAL BID FORM ATTACHED HERETO BY FAX TO: (949) 474-8773, ATTENTION: DAN WILES. GOOD FAITH DEPOSIT: A Good Faith Deposit (“Deposit”) in the form of a certified or cashier’s check or a wire transfer in the amount of $[500,000], payable to the order of the Commission, will be due immediately from the bidder as a guarantee that the bidder will accept and pay for the Series 2016 Bonds in accordance with the terms of the bid. The Deposit must be made by the successful bidder by 3:30 p.m. on the day following the notification of the award. If a check is used, it must be delivered no later than the time for submission of an electronic bid to the Commission’s offices, 4080 Lemon Street, 3rd Floor, Riverside, California 92501, Attention: Chief Financial Officer, and be drawn on a bank or trust company having an office in San Francisco or Los Angeles, California. If the Deposit is made by wire transfer, such wire transfer must be in immediately available funds and to the account at the wire address specified by the Commission to the Purchaser. The Deposit will be applied to the purchase price of the Series 2016 Bonds. If after the award of the Series 2016 Bonds the Purchaser fails to complete its purchase on the terms stated in its proposal, the Deposit will be retained by the Commission. The certified or cashier’s check accompanying an unaccepted proposal will be returned promptly. No interest on the Deposit will accrue to any bidder. STATEMENT OF TRUE INTEREST COST; REOFFERING YIELDS: Each bidder is requested, but not required, to state in his bid the percentage true interest cost to the Commission, which shall be considered as informative only and not binding on either the bidder or the Commission. The accepted bidder shall submit a Reoffering Price Certificate in the form attached as Appendix A to the Official Bid Form, all as described under “REOFFERING PRICE CERTIFICATE” herein. 9 OHSUSA:765554166.2 NO LITIGATION: There is no litigation pending concerning the validity of the Series 2016 Bonds, the existence of the Commission or the entitlement of the officers thereof to their respective offices, and the Commission will furnish to the Purchaser a no-litigation certificate certifying to the foregoing as of and at the time of the delivery of the Series 2016 Bonds. CUSIP NUMBERS: It is anticipated that CUSIP numbers will be printed on the Series 2016 Bonds, but neither failure to print such numbers on any Series 2016 Bond nor any error with respect thereto shall constitute cause for a failure or refusal by the Purchaser to accept delivery of and pay for the Series 2016 Bonds in accordance with the terms of this Official Notice of Sale. All expenses in relation to the printing of CUSIP numbers on the Series 2016 Bonds shall be paid for by the Commission; provided, however, that the CUSIP Service Bureau charge for the assignment of said numbers shall be the responsibility of and shall be paid for by the Purchaser. CALIFORNIA DEBT AND INVESTMENT ADVISORY COMMISSION FEE: Attention of bidders is directed to California Government Code Section 8856, which provides that the lead underwriter or the Purchaser of the Series 2016 Bonds will be charged the California Debt and Investment Advisory Commission fee. OFFICIAL STATEMENT: A Preliminary Official Statement has been prepared, copies of which may be obtained upon request made to the Financial Advisor. The Preliminary Official Statement shall be “deemed final” by the Commission prior to the sale date for purposes of Securities Exchange Commission Rule 15c2-12(b)(1), but is subject to revision, amendment and completion in a final Official Statement. A copy of the certificate executed by the Commission indicating that the Preliminary Official Statement has been deemed final as of its date will be provided to potential bidders upon request to the Financial Advisor. The Chief Financial Officer of the Commission or her designee has reviewed and will further review the Official Statement and will certify that as of the date of the final Official Statement, to the best of such officer’s knowledge and belief, the Official Statement does not contain an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading. The Commission will deliver to the Purchaser a certificate of the Commission as to the above, dated the date of delivery of the Series 2016 Bonds, and further certifying that the signatory knows of no material adverse change in the condition or affairs of the Commission that would make it unreasonable for the Purchaser to rely upon the Official Statement in connection with the resale of the Series 2016 Bonds, and authorizing the Purchaser to distribute copies of the Official Statement in connection with the resale of the Series 2016 Bonds. The Commission will furnish to the Purchaser, at no expense to the Purchaser, an electronic copy of the Official Statement and, upon request, up to 50 printed copies of the Official Statement within seven (7) business days of the award date. Additional copies will be made available upon request, submitted to the Financial Advisor no later than twenty-four hours after the time of receipt of bids, at the Purchaser’s expense, for use in connection with any resale of the Series 2016 Bonds. By making a bid for the Series 2016 Bonds, the Purchaser agrees (i) to disseminate to all members of the underwriting syndicate, if any, copies of the final Official Statement, including any supplements prepared by the Commission, (ii) to promptly file a copy of the final Official Statement, including any supplements prepared by the Commission, with the Municipal 10 OHSUSA:765554166.2 Securities Rulemaking Board (“MSRB”), and (iii) to take any and all other actions necessary to comply with applicable Securities and Exchange Commission and MSRB rules governing the offering, sale and delivery of the Series 2016 Bonds to the ultimate purchasers. CONTINUING DISCLOSURE: In order to assist bidders in complying with Securities Exchange Commission Rule 15c2-12(b)(5) (the “Rule”), the Commission will undertake, pursuant to a Continuing Disclosure Agreement, to provide certain annual financial information relating to the Commission and notices of the occurrence of certain events, if material. A description of this undertaking is set forth in the Preliminary Official Statement and will also be set forth in the Official Statement. The Commission has not failed within the last five years to comply with its undertakings under the Rule in any material respect. See “CONTINUING DISCLOSURE” in the Preliminary Official Statement. RIGHT TO MODIFY OR AMEND: The Commission reserves the right to modify or amend this Official Notice of Sale in any respect; provided, however, that any such modification or amendment shall be made not later than 2:00 p.m. (California time) on the day prior to the date bids are to be received and shall be communicated to potential bidders through the News Service. Failure of any bidder to receive notice of any modification shall not affect the sufficiency of any such notice. Dated: __________, 2016 /s/ Theresia Trevino Chief Financial Officer, Riverside County Transportation Commission OHSUSA:765554166.2 OFFICIAL BID FORM [This bid form is provided solely for the convenience of bidders. Bidders may only submit a bid electronically through Parity. See “ELECTRONIC BIDS” in the Official Notice of Sale.] $__________* Riverside County Transportation Commission Sales Tax Revenue Refunding Bonds, (Limited Tax Bonds) 2016 Series A TO: RIVERSIDE COUNTY TRANSPORTATION BIDD ING FIRM’S NAME: COMMISSION Ladies and Gentlemen: DATE: September __, 2016 As provided in the Official Notice of Sale, dated September __, 2016 (the “Official Notice of Sale”), with regard to this financing, we offer to purchase all $__________* aggregate principal amount of the Riverside County Transportation Commission Sales Tax Revenue Refunding Bonds (Limited Tax Bonds), 2016 Series A (the “Bonds”), more particularly described in Preliminary Official Statement, dated September __, 2016. We hereby pay $___________ which is not less than the aggregate principal amount of the Bonds with principal and interest to be payable in the amounts and at the interest rates set forth below. The Purchase Price equals the aggregate principal amount of the Bonds ($__________*) [plus a premium of $____________]. Schedule of Maturity Dates, Principal Amounts**, and Interest Rates (Check One) Maturity Date (June 1) Principal ∗ Component Serial** Maturity Mandatory** Sinking Fund Prepayment Interest Rate ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ ________ $__________ ________ ∗ Subject to adjustment as described under “ADJUSTMENT OF PRINCIPAL PAYMENTS.” ** Place a check in the appropriate column indicating whether the principal component is a serial maturity or mandatory sinking fund prepayment. Circle the final maturity of each term Bond specified. 2 OHSUSA:765554166.2 Our calculation of the true interest cost (determined as described in the section of the Official Notice of Sale entitled “Best Bid” ), which is considered to be informative only and not a part of the proposal, is as follows: The total amount of interest payable on the Bonds during the life of the issue under the attached bid is $___________. The amount of premium is $__________. The true interest cost is ___________%. Check One: _____ There is enclosed herewith a (certified) (cashier’s) check for $[500,000] payable to the order of the Riverside County Transportation Commission. _____ We agree to provide a wire transfer by 3:30 p.m. on the day following the notification of the award, in the amount of $[500,000] in immediately available funds to the account at the wire address specified by the Commission to us. We agree that if we are the successful bidder for the Bonds we will provide the Commission with a Final Reoffering Price Certificate in the form attached as Exhibit A hereto. We hereby represent that as of the date of award and as of the date of delivery of the Bonds, all members of our account either participate in DTC or clear through or maintain a custodial relationship with an entity that participates in said depository. Following is a list of the members of our account on whose behalf this bid is made. Respectfully submitted, List of Members of Account: Firm: Account Manager By: Printed Name: Title: Address: Telephone No.: Fax No.: OHSUSA:765554166.2 APPENDIX A TO BID FORM FORM OF REOFFERING PRICE CERTIFICATE* ________________________ (the “Underwriter”), in connection with the purchase by it from the Riverside County Transportation Commission (the “Issuer”) of its Sales Tax Revenue Refunding Bonds (Limited Tax Bonds), 2016 Series A, in the aggregate principal amount of $__________ (the “Bonds”), hereby certifies and represents the following, based upon the information available to it: 1. As of _______, 2016 (the “Sale Date”), the Underwriter (a) reasonably expected to make a bona fide offering of all of the Bonds at the prices set forth on the cover of the Official Statement (the “Initial Offering Prices”) to the general public, and (b) reasonably expected that the respective Initial Offering Price applicable to each maturity would be the first price at which at least 10% of such maturity of the Bonds would be sold (excluding bond houses, brokers or other similar persons acting in the capacity of underwriters or wholesalers). At the time the Underwriter agreed to purchase the Bonds, based upon then prevailing market conditions, we had no reason to believe any of the Bonds would be initially sold to the general public at initial offering prices greater than (or, in the case of obligations sold on a yield basis, at initial yields lower than) the Initial Offering Prices. 2. The aggregate of the Initial Offering Prices is $__________. The Initial Offering Prices represent fair market prices for the Bonds as of the Sale Date. 3. As of the date of execution of this Certificate, all of the Bonds have actually been offered to the general public in a bona fide public offering at the Initial Offering Prices and the first price at which at least 10% of each maturity of the Bonds has been sold to the general public (excluding such bond houses, brokers or similar persons or organizations acting in the capacity of underwriters or wholesalers) was the Initial Offering Prices [except for the ______________ maturity(ies)]. [4. With respect to the maturity(ies) of the Bonds listed in the immediately preceding section, such Bonds were continuously offered to the general public at the Initial Offering Price(s) for a period of __ hours after the Underwriter was awarded the Bonds (the “Initial Offering Period”), and the Underwriter made reasonable efforts to sell such Bonds to the general public at the Initial Offering Price(s) throughout the Initial Offering Period. During the Initial Offering Period such Bonds were not offered to bond houses, brokers, or similar persons acting in the capacity of underwriters or wholesalers. Market conditions during the Initial Offering Period prevented a substantial amount of such Bonds from being sold at or above the Initial Offering Price(s).] Dated:_______________, 2016 [Name of Purchaser] Name: ________________________________ Title: * To be delivered by the successful bidder as described under “REOFFERING PRICE CERTIFICATE” in the Official Notice of Sale. Agreement No. 17-19-006-00 1 September 14, 2016 Ms. Anne Mayer Executive Director Riverside County Transportation Commission 4080 Lemon Street, 3rd Floor P.O. Box 12008 Riverside, CA 92502 Re: Engagement of Riverside Risk Advisors’ Professional Services Dear Theresia, We are pleased to set forth this engagement letter (the “Agreement”) as an agreement for Riverside Risk Advisors, LLC (“Riverside”) to serve as a derivatives financial advisor to Riverside County Transportation Commission (“RCTC”, or the “Client”). Riverside agrees to assist the Client with various professional advisory services related to the termination of a swap with Deutsche Bank (“DB”), based on DB’s most recent downgrade by Moody’s (the “Swap Transaction(s)”), as described in Section 1 below. This assistance notwithstanding, Riverside recommends that Client retain its own accounting, legal and tax advisors in connection with the Swap Transaction(s) referred to in this Agreement. For the avoidance of doubt, Riverside is not an accounting firm or a law firm and does not provide accounting, tax or legal advice. TERMS OF ENGAGEMENT Riverside will begin performing services under this Agreement upon receipt of a signed copy of the Agreement. Riverside’s obligation to perform Services shall have a term of six (6) months (the “Term”), unless (a) terminated by one of the parties hereto, subject to a thirty day written notice requirement (a “Termination”), (b) extended by mutual written consent of the parties, or (c) upon the completion by Riverside of the Services described in Section 1 herein. ATTACHMENT 6 Agreement No. 17-19-006-00 2 1. Services A. Upon request by the Client, Riverside will provide the following advisory services with respect to the Swap Transaction(s): • Provide market feedback to Client on proposed execution spreads and validate relevant discount curves given market conditions when the hedges are terminated; • Provide transparency to Client in advance of and at the time of execution: o Mid-market swap rates and unwind values, forward curves, mark-to-market values; • Dealer coordination and evaluation: o Provide market based feedback on efficient termination processes and perform dry-run exercises to confirm that Deutsche Bank understands and adheres to the process; o Review dealer termination quotations in the context of market standards and in light of any negotiating leverage RCTC may have; o Review and confirm the economic details of the hedge term sheets and termination confirmations; B. Riverside shall perform all services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline, and consistent with all applicable state and federal laws, rules and regulations in any manner affecting the performance of this Agreement or the services to be provided hereunder. 2. Compensation In consideration of Riverside providing the financial advisory services described in Section 1 above, the Client agrees to pay to Riverside the following: a. “Base Fee” of $10,000 b. “Performance Fee”: at Client’s sole discretion, Client may elect to pay Riverside a Performance Fee equivalent to the present value of one basis point (“PV01”, as defined herein) of the notional amount that is executed in connection with the Swap Transaction(s), less the Base Fee. The Performance Fee is payable, if at all, based on the reasonable satisfaction of Client taking into account the overall quality of Riverside’s advice and assistance with the structuring, documentation, negotiation and execution of the Swap Transaction(s). The Base Fee, the Performance Fee shall be payable in USD within ten (10) days of closing the Swap Transaction(s). Agreement No. 17-19-006-00 3 The PV01, with respect to any Swap Transaction(s), is the U.S. dollar present value of one basis point calculated on the Swap Transaction(s), taking into account its notional amount and maturity date, valued at the mid-point swap curve at the time of execution, as determined by Riverside, in a commercially-reasonable manner. 3. Expenses Client will reimburse Riverside within ten (10) days of providing an invoice, for all reasonable travel, legal, tax or accounting advice and other out-of-pocket expenses incurred in performing the services hereunder. Client will not reimburse Riverside for out-of-pocket expenses in excess of $1,000 without Client first having granted its prior written approval, provided such approval will not be unreasonably withheld. 4. Limitation on Liability Notwithstanding any provision in this Agreement, the total liability, in the aggregate, of Riverside and Riverside's directors, officers, agents, employees, contractors, and any individual(s) who may be deemed to control Riverside, to Client and anyone claiming by or through Client, for any and all claims, losses, costs or actual damages, including attorney's fees and costs of any nature whatsoever or claims and expenses resulting from or in any way related to the Swap Transaction(s) or the Agreement from any cause or causes shall not exceed two times the Financial Advisory Fee. It is intended that this limitation apply to any and all liability or cause of action however alleged or arising, unless otherwise prohibited by law. For the avoidance of doubt, Riverside and Riverside’s directors, officers, agents, employees, contractors and any individual(s) who may be deemed to control Riverside shall not be liable for any consequential damages that may be raised by or through Client. 5. Additional Work If Riverside is asked or compelled by a court, tribunal, arbitration panel, or other governmental or regulatory authority, to perform work in any capacity which arises out of or relates to the subject matter of Riverside’s engagement hereunder (whether in connection with any audit, action, legal proceeding or investigation of Client or Swap Transaction(s)) (“Additional Work”), Client will pay Riverside, subject to a properly submitted invoice, fees based on Riverside’s standard hourly rates (as applicable to engagements in which Riverside receives hourly fees), and will also reimburse Riverside for all reasonable expenses, including reasonable counsel fees and any and all other expenses incurred by Riverside, by reason of having been involved in any such activity. The foregoing rights are in furtherance of and in addition to, and not as substitution for, the obligations of indemnification provided for herein. Notwithstanding the foregoing, if the Additional Work is required as a result of any gross negligence, omission or willful misconduct of Riverside, then in such case, Riverside shall perform the Additional Work, including all expenses, at no cost to Client. 6. Disclosure Riverside’s clients may include a broad range of dealer and end-user participants in the derivatives market including, but not limited to, corporations, banks, broker-dealers, hedge Agreement No. 17-19-006-00 4 funds, municipalities, government agencies, institutional investors and individuals. While Riverside will never represent parties with divergent interests in the same transaction or matter, Riverside may have in the past, or may now or in the future, perform work for or solicit or enter into business relationships (“Other Work”) with parties who have interests divergent to yours, provided such Other Work is unrelated to the subject matter of this Agreement. 7. Reliance and Cooperation Acknowledgement In connection with Riverside’s activities pursuant to this Agreement, Client will cooperate with Riverside and will, to the extent possible, furnish Riverside with all material information and data concerning the Swap Transaction(s) that Riverside reasonably requests. Client acknowledges and agrees that, in rendering its services hereunder, Riverside will be using and relying on information and data provided by Client or information and data available from public sources and other sources deemed reliable by Riverside without independent verification thereof by Riverside or independent appraisal by Riverside. Riverside does not assume responsibility for the accuracy or completeness of any of information or data provided by Client, public sources or other sources deemed reliable by Riverside. 8. Confidentiality Client shall keep confidential non-public information which it receives from Riverside (including, without limitation, opinions and advice) and to disclose that information only with the consent of Riverside during the Term; provided, that Client may disclose the fact that it has retained Riverside as an advisor, and as required by regulation, law or legal process including, but not limited to, the California Public Records Act. Riverside shall keep confidential all non-public proprietary financial information which it receives from Client, other than as required to perform Riverside’s services under this Agreement or as required by regulation, law or legal process, and responsibility to keep such information confidential shall be for the Term. Riverside may disclose confidential non-public information concerning Client only with the consent of Client. Client agrees that Riverside may use Client’s name as reference in marketing materials or website describing its services hereunder. 9. Termination Termination of this Agreement shall not affect the rights of the parties under the Compensation, Expenses, Indemnification, Additional Work and Confidentiality sections of this Agreement. 10. Miscellaneous Client acknowledges the following: Agreement No. 17-19-006-00 5 a. Neither Client nor Riverside may assign this Agreement without express written consent of the other party to this Agreement. b. The Agreement shall be governed by the laws of the State of California (without reference to choice of law doctrine). c. Riverside shall comply with the insurance requirements described in Attachment A, attached hereto and incorporated herein by reference. d. Riverside does not make any warranties or guarantees as to the future value of any Swap Transaction(s). e. Riverside does not have authority or discretionary control with respect to any Client funds or accounts. f. Riverside does not perform services as an actuary, actuarial consultant, investment advisor, investment banker, securities broker/dealer, attorney or law firm, or certified public accountant. g. Riverside has not reviewed, commented or otherwise advised on the prudence or appropriateness of terminating the Swap Transaction(s). 11. Amendment or Modification of Agreement No amendment, modifications, early termination, extension of term or waiver of any provision of this Agreement shall be effective unless the same shall be in writing and signed by the parties to this Agreement. Please confirm that the foregoing is in accordance with your understanding of this Agreement by signing and returning to us a copy of this letter. SIGNATURE PAGE BELOW Agreement No. 17-19-006-00 6 Sincerely, _____________________ By: Joyce Frost Title: Partner Date: September 14, 2016 Riverside Risk Advisors LLC ACCEPTED AND AGREED FOR AND ON BEHALF OF THE CLIENT: _____________________ By: Anne Mayer Title: Executive Director Date: Riverside County Transportation Commission Agreement No. 17-19-006-00 7 Attachment “A” Insurance Requirements [attached behind this page] Agreement No. 17-19-006-00 8 Risk Advisors’ Professional Services Insurance Requirements As used herein, the Riverside County Transportation Commission is referred to as “Commission”, and Riverside Risk Advisors is referred to as “Consultant”. Insurance. 1.1 Time for Compliance. Consultant shall not commence work under this Agreement until it has provided evidence satisfactory to the Commission that it has secured all insurance required under this section, in a form and with insurance companies acceptable to the Commission. In addition, Consultant shall not allow any subcontractor to commence work on any subcontract until it has secured all insurance required under this section. 1.2 Minimum Requirements. Consultant shall, at its expense, procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Agreement by the Consultant, its agents, representatives, employees or subcontractors. Consultant shall also require all of its subcontractors to procure and maintain the same insurance for the duration of the Agreement. Such insurance shall meet at least the following minimum levels of coverage: (A) Minimum Scope of Insurance. Coverage shall be at least as broad as the latest version of the following: (1) General Liability: Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001 or exact equivalent); and (2) Workers’ Compensation and Employer’s Liability: Workers’ Compensation insurance as required by the State of New York and Employer’s Liability Insurance. (B) Minimum Limits of Insurance. Consultant shall maintain limits no less than: (1) General Liability: $2,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with general aggregate limit is used, either the general aggregate limit shall apply separately to this Agreement/location or the general aggregate limit shall be twice the required occurrence limit; and (2) if Consultant has an employees, Workers’ Compensation and Employer’s Liability: Workers’ Compensation limits as required by the Labor Code of the State of New York. Employer’s Practices Liability limits of $1,000,000 per accident. 1.3 Reserved 1.4 Insurance Endorsements. The insurance policies shall contain the following provisions, or Consultant shall provide endorsements on forms approved by the Commission to add the following provisions to the insurance policies: (A) General Liability. Agreement No. 17-19-006-00 9 (i) Commercial General Liability Insurance must include coverage for (1) bodily Injury and property damage; (2) personal Injury/advertising Injury; (3) premises/operations liability; (4) products/completed operations liability; (5) aggregate limits that apply per Project; (6) explosion, collapse and underground (UCX) exclusion deleted; (7) contractual liability with respect to this Agreement; (8) broad form property damage; and (9) independent consultants coverage. (ii) The policy shall contain no endorsements or provisions limiting coverage for (1) contractual liability; (2) cross liability exclusion for claims or suits by one insured against another; or (3) contain any other exclusion contrary to this Agreement. (iii) The policy shall give the Commission, its directors, officials, officers, employees, and agents insured status using ISO endorsement forms 20 10 10 01 and 20 37 10 01, or endorsements providing the exact same coverage. (iv) The additional insured coverage under the policy shall be “primary and non-contributory” and will not seek contribution from the Commission’s insurance or self-insurance and shall be at least as broad as CG 20 01 04 13, or endorsements providing the exact same coverage. (B) Workers’ Compensation and Employers Liability Coverage. (i) Consultant certifies that he/she is aware of the provisions of Section XXXX of the New York Labor Code which requires every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that code, and he/she will comply with such provisions before commencing work under this Agreement. (ii) The insurer shall agree to waive all rights of subrogation against the Commission, its directors, officials, officers, employees and agents for losses paid under the terms of the insurance policy which arise from work performed by the Consultant. (D) All Coverages. (i) Defense costs shall be payable in addition to the limits set forth hereunder. (ii) Requirements of specific coverage or limits contained in this section are not intended as a limitation on coverage, limits, or other requirement, or a waiver of any coverage normally provided by any insurance. It shall be a requirement under this Agreement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits set forth herein shall be available to the Commission, its directors, officials, officers, employees and agents as additional insureds under said policies. Furthermore, the requirements for coverage and limits Agreement No. 17-19-006-00 10 shall be (1) the minimum coverage and limits specified in this Agreement; or (2) the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured; whichever is greater. (iii) The limits of insurance required in this Agreement may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of the Commission (if agreed to in a written contract or agreement) before the Commission’s own insurance or self-insurance shall be called upon to protect it as a named insured. The umbrella/excess policy shall be provided on a “following form” basis with coverage at least as broad as provided on the underlying policy(ies). (iv) Consultant shall provide the Commission at least thirty (30) days prior written notice of cancellation of any policy required by this Agreement, except that the Consultant shall provide at least ten (10) days prior written notice of cancellation of any such policy due to non-payment of premium. If any of the required coverage is cancelled or expires during the term of this Agreement, the Consultant shall deliver renewal certificate(s) including the General Liability Additional Insured Endorsement to the Commission at least ten (10) days prior to the effective date of cancellation or expiration. (v) The retroactive date (if any) of each policy is to be no later than the effective date of this Agreement. Consultant shall maintain such coverage continuously for a period of at least three years after the completion of the work under this Agreement. Consultant shall purchase a one (1) year extended reporting period A) if the retroactive date is advanced past the effective date of this Agreement; B) if the policy is cancelled or not renewed; or C) if the policy is replaced by another claims-made policy with a retroactive date subsequent to the effective date of this Agreement. (vi) The foregoing requirements as to the types and limits of insurance coverage to be maintained by Consultant, and any approval of said insurance by the Commission, is not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by the Consultant pursuant to this Agreement, including but not limited to, the provisions concerning indemnification. (vii) If at any time during the life of the Agreement, any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, Commission has the right but not the duty to obtain the insurance it deems necessary and any premium paid by Commission will be promptly reimbursed by Consultant or Commission will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, Commission may cancel this Agreement. The Commission may require the Consultant to provide complete copies of all insurance policies in effect for the duration of the Project. (viii) Neither the Commission nor any of its directors, officials, officers, employees or agents shall be personally responsible for any liability arising under or by virtue of this Agreement. Agreement No. 17-19-006-00 11 Each insurance policy required by this Agreement shall be endorsed to state that: 1.5 Deductibles and Self-Insurance Retentions. Any deductibles or self-insured retentions must be declared to and approved by the Commission. If the Commission does not approve the deductibles or self-insured retentions as presented, Consultant shall guarantee that, at the option of the Commission, either: (1) the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the Commission, its directors, officials, officers, employees and agents; or, (2) the Consultant shall procure a bond guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses. 1.6 Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best’s rating no less than A:VIII, licensed to do business in New York, and satisfactory to the Commission. 1.7 Verification of Coverage. Consultant shall furnish Commission with original certificates of insurance and endorsements effecting coverage required by this Agreement on forms satisfactory to the Commission. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf. All certificates and endorsements must be received and approved by the Commission before work commences. The Commission reserves the right to require complete, certified copies of all required insurance policies, at any time. RVPUB\HSHANE\714371.1 1 Agreement No. 04-19-029-10 AMENDMENT NO. 10 TO AGREEMENT FOR FINANCIAL ADVISORY SERVICES 1.PARTIES AND DATE This Amendment No. 10 to the Agreement for Financial Advisory Services is made and entered into as of this 14th day of September 2016 by and between the RIVERSIDE COUNTY TRANSPORTATION COMMISSION (“Commission”) and FIELDMAN, ROLAPP & ASSOCIATES ("Consultant"). 2.RECITALS 2.1 The Commission and the Consultant have entered into an Agreement No. 04-19-029-00 dated March 2, 2004 for the purpose of providing financial advisory services (the "Master Agreement"). 2.2 The Commission and the Consultant have entered into an Amendment No. 1 to the Master Agreement, dated August 1, 2006, for the purpose of extending the term through December 31, 2009 and to update Consultant's fee schedule so that Consultant may continue to perform financial advisory tasks, including financings under the 2009 Measure A. 2.3 The Commission and the Consultant have entered into an Amendment No. 2 to the Master Agreement, dated January 1, 2010, for the purpose of extending the term through June 30, 2010 and to update the Consultant's fee schedule to reflect a 5% reduction in fees so that Consultant may continue to perform financial advisory tasks, including financings related to the 2009 Measure A program. 2.4 The Commission and the Consultant have entered into an Amendment No. 3 to the Master Agreement, dated June 15, 2010, for the purpose of extending the term through June 30, 2011 and to provide additional compensation for the continued performance of financial advisory tasks, including planning for toll financing activities, 2010 bond issuance, and potential increase in the Measure A debt limit. 2.5 The Commission and the Consultant have entered into an Amendment No. 4 to the Master Agreement, dated June 15, 2011, for the purpose of extending the term through June 30, 2012, and to provide additional compensation for the continued performance of financial advisory tasks related to the 2009 sales tax revenue bonds, the standby letter of credit for the commercial paper program, and the planning of the toll financing activities related to the SR-91 CIP. ATTACHMENT 7 RVPUB\HSHANE\714371.1 2 2.6 The Commission and the Consultant have entered into an Amendment No. 5 to the Master Agreement, dated July 1, 2012, for the purpose of extending the term through June 30, 2013, and to provide additional compensation for the continued performance of financial advisory tasks, including but not limited to the financing activities related to the issuance of sales tax revenue bonds and toll revenue bonds and the Transportation Infrastructure Finance and Innovation Act (TIFIA) loan for the SR-91 CIP. 2.7 The Commission and the Consultant have entered into an Amendment No. 6 to the Master Agreement, dated July 1, 2013, for the purpose of extend the term and to provide additional compensation for the continued performance of financial advisory services, including but not limited to the post-financing reporting activities related to the issuance of sales tax revenue bonds and toll revenue bonds and the TIFIA loan for the SR-91 CIP; the extension, substitution, or termination of the Commission’s liquidity facilities for the 2009 variable rate sales tax revenue bonds and commercial paper program; and potential financing transactions. 2.8 The Commission and the Consultant have entered into an Amendment No. 7 to the Master Agreement, dated July 1, 2014, for the purpose of extend the term and to provide additional compensation for the continued of financial advisory services, including but not limited to, providing additional support related to the annual update of the financial model and Annual Financial Plan, implementation matters related to the SR-91 CIP financing, the 2009 variable rate sales tax revenue bonds and the commercial paper program liquidity facilities expired in September and October 2014. 2.9 The Commission and the Consultant have entered into an Amendment No. 8 to the Master Agreement, dated July 1, 2015, for the purpose of extend the term and to provide additional compensation for the continued of financial advisory services including but not limited to, providing additional support related to the annual update of the financial model and Annual Financial Plan, implementation matters related to the SR-91 CIP financing and financing activities related to the I-15 Express Lanes Project. 2.10 The Commission and the Consultant have entered into an Amendment No. 9 to the Master Agreement, dated July 1, 2016 in order to extend the term and to provide additional compensation for the continued performance of financial advisory services, including but not limited to, providing additional support related to the annual update of the financial model and Annual Financial Plan, implementation matters related to the SR-91 CIP financing and financing activities related to the I-15 Express Lanes Project. RVPUB\HSHANE\714371.1 3 2.11 The parties now desire to amend the Master Agreement in order to extend the term and to provide additional compensation for the continued performance of financial advisory services, including but not limited to, providing additional support related to the termination of the Deutsche Bank swap and issuance of refunding bonds for the 2009 Series A Bonds. 3. TERMS 3.1 The Services described in the Amendment shall be performed expeditiously, within the term of the Master Agreement. 3.2 Compensation under this Amendment shall be provided in the manner set forth in the Master Agreement. The maximum compensation for Services, as that term is defined in the Master Agreement, performed pursuant to this Amendment No. 10 shall not exceed Seventy Thousand Dollars ($70,000), without written approval of the Commission's Executive Director. 3.3 Except as amended by this Amendment No. 10, all provisions of the Master Agreement, as amended by Amendments No. 1 through 9, including without limitation the indemnity and insurance provisions, shall remain in full force and effect and shall govern the actions of the parties under this Amendment. [Signatures on following page] RVPUB\HSHANE\714371.1 4 SIGNATURE PAGE TO AGREEMENT NO. 04-19-029-10 IN WITNESS WHEREOF, the parties hereto have executed the Agreement on the date first herein above written. RIVERSIDE COUNTY FIELDMAN, ROLAPP & TRANSPORTATION COMMISSION ASSOCIATES By: _____________________________ By: _________________________ Anne Mayer, Executive Director Signature __________________________ Name __________________________ Title APPROVED AS TO FORM: Attest: By: _____________________________ By: ________________________ Best Best & Krieger LLP Its: Secretary Counsel to the Riverside County Transportation Commission * A corporation requires the signatures of two corporate officers. One signature shall be that of the chairman of board, the president or any vice president and the second signature (on the attest line) shall be that of the secretary, any assistant secretary, the chief financial officer or any assistant treasurer of such corporation. If the above persons are not the intended signators, evidence of signature authority shall be provided to the Commission. RVPUB\HSHANE\714371.1 1 Agreement No. 05-19-510-11 AMENDMENT NO. 11 TO THIS AGREEMENT FOR BOND COUNSEL SERVICES 1.PARTIES AND DATE This Amendment No. 11 to the Agreement for Bond Counsel Services is made and entered into as of this 14th day of September 2016, by and between the RIVERSIDE COUNTY TRANSPORTATION COMMISSION (“Commission”) and ORRICK, HERRINGTON & SUTCLIFFE LLP ("Consultant"), a limited liability partnership. 2.RECITALS 2.1 The Commission and the Consultant have entered into an agreement No. 05-19-510 dated April 5, 2005 for the purpose of providing bond counsel services (the "Master Agreement"). 2.2 The Commission and the Consultant have entered into an Amendment No. 1 to the Master Agreement, dated November 14, 2006, for the purpose of bond counsel tasks related to an interest rate swap transaction in connection with the Commission's commercial paper notes under the 2009 Measure A, including a maximum of two (2) counterparty agreements. 2.3 The Commission and the Consultant have entered into an Amendment No. 2 to the Master Agreement, dated December 19, 2008, for the purpose of bond counsel services related to the termination of the Lehman Brothers Derivative Products (LBDP) interest rate swap, the review of documentation relating to the execution of a replacement swap, and commercial paper issues resulting from the bankruptcy filing of Lehman Brothers Holdings (LBH). 2.4 The Commission and the Consultant have entered into an Amendment No. 3 to the Master Agreement, dated January 1, 2010 for the purpose of extending the term, and providing additional compensation for bond counsel services related to extension of the direct draw letter of credit related to the 2005 Commercial Paper Program and bond counsel services related to the 2009 Measure A debt limit. 2.5 The Commission and the Consultant have entered into an Amendment No. 4 to the Master Agreement, dated June 15, 2010 for the purpose of extending the term and providing additional compensation for bond counsel services. ATTACHMENT 8 RVPUB\HSHANE\714371.1 2 2.6 The Commission and the Consultant have entered into an Amendment No. 5 to the Master Agreement, dated June 15, 2011 for the purpose of extending the term and providing additional compensation for bond counsel services. 2.7 The Commission and the Consultant have entered into an Amendment No. 6 to the Master Agreement, dated July 1, 2012 for the purpose of extending the term and providing additional compensation for bond counsel services. 2.8 The Commission and the Consultant have entered into an Amendment No. 7 to the Master Agreement, dated June 30, 2013 for the purpose of extending the term and providing additional compensation for bond counsel services. 2.9 The Commission and the Consultant have entered into an Amendment No. 8 to the Master Agreement, dated July 30, 2014 for the purpose of extending the term and providing additional compensation for bond counsel services. 2.10 The Commission and the Consultant have entered into an Amendment No. 9 to the Master Agreement, dated July 30, 2015 for the purpose of extending the term and providing additional compensation for bond counsel services. 2.11 The Commission and the Consultant have entered into an Amendment No. 10 to the Master Agreement, dated June 30, 2016 for the purpose of extending the term and providing additional compensation for bond counsel services. 2.12 The parties now desire to amend the Master Agreement in order to provide additional compensation for bond counsel services related to the termination of the Deutsche Bank swap and issuance of refunding bonds for the 2009 Bonds Series A. 3. TERMS 3.1 The Services described in the Amendment shall be performed expeditiously, within the terms of the Master Agreement. 3.2 The maximum compensation for Services performed pursuant to this Amendment shall be One Hundred Fifteen Thousand Dollars ($115,000). Work shall be performed at the rates set forth in the Master Agreement. RVPUB\HSHANE\714371.1 3 3.3 Except as amended by this Amendment No. 11, all provisions of the Master Agreement and all previous Amendments, including without limitation the indemnity and insurance provisions, shall remain in full force and effect and shall govern the actions of the parties under this Amendment. [Signatures on following page] RVPUB\HSHANE\714371.1 4 SIGNATURE PAGE TO AGREEMENT NO. 05-19-510-11 IN WITNESS WHEREOF, the parties hereto have executed the Agreement on the date first herein above written. RIVERSIDE COUNTY ORRICK, HERRINGTON & TRANSPORTATION COMMISSION SUTCLIFFE LLP By:____________________________ By:_________________________ Anne Mayer, Executive Director Signature Chair ___________________________ Name ___________________________ Title APPROVED AS TO FORM: Attest: By: _____________________________ By: ________________________ Best Best & Krieger LLP Its: Secretary Counsel to the Riverside County Transportation Commission * A corporation requires the signatures of two corporate officers. One signature shall be that of the chairman of board, the president or any vice president and the second signature (on the attest line) shall be that of the secretary, any assistant secretary, the chief financial officer or any assistant treasurer of such corporation. If the above persons are not the intended signators, evidence of signature authority shall be provided to the Commission. RVPUB\HSHANE\714371.1 1 Agreement No. 09-19-072-10 AMENDMENT NO. 10 TO THIS AGREEMENT FOR DISCLOSURE COUNSEL SERVICES 1.PARTIES AND DATE This Amendment No. 10 to the Agreement for Disclosure Counsel Services is made and entered into as of this 14th day of September 2016, by and between the RIVERSIDE COUNTY TRANSPORTATION COMMISSION (“Commission”) and FULBRIGHT & JAWORSKI LLP ("Consultant"). 2.RECITALS 2.1 The Commission and Fulbright & Jaworski LLP have entered into an agreement dated July 8, 2009 for the purpose of providing disclosure counsel services (the "Master Agreement"). 2.2 The Commission and Fulbright & Jaworski LLP have entered into an Amendment No.1 to the Master Agreement, dated March 30, 2010, for the purpose of providing disclosure counsel services related to extension of the direct draw letter of credit related to the 2005 Commercial Paper Program. 2.3 The Commission and Fulbright & Jaworski LLP have entered into an Amendment No.2 to the Master Agreement, dated October 13, 2010, for the purpose of providing disclosure counsel services related to the issuance of Series 2010 sales tax revenue bonds. 2.4 The Commission and Fulbright & Jaworski LLP have entered into an Amendment No.3 to the Master Agreement, dated July 13, 2011, for the purpose of revising the Scope of Services and providing additional compensation in order to provide disclosure counsel services related to the renewal and extension of the standby bond purchase agreements related to the Series 2009 sales tax revenue bonds. 2.5 The Commission and Fulbright & Jaworski LLP have entered into an Amendment No. 4 to the Master Agreement, dated January 1, 2012, for the purpose of revising the Scope of Services and providing additional compensation in order to provide disclosure counsel services related to the substitution of the letter of credit for the 2005 Commercial Paper Program. ATTACHMENT 9 RVPUB\HSHANE\714371.1 2 2.6 The Commission and Fulbright & Jaworski LLP have entered into an Amendment No.5 to the Master Agreement, dated July 1, 2012, for the purpose of revising the Scope of Services and providing additional compensation in order to provide disclosure counsel services related to financing of the 91 Corridor Improvement Project (“Project”). 2.7 The Commission and Fulbright & Jaworski LLP have entered into an Amendment No.6 to the Master Agreement, dated July 1, 2013, for the purpose of providing additional compensation and extending the term. 2.8 The Commission and Fulbright & Jaworski LLP have entered into an Amendment No. 7 to the Master Agreement, dated July 1, 2014, for the purpose of providing additional compensation and extending the term. 2.9 The Commission and Fulbright & Jaworski LLP have entered into an Amendment No. 8 to the Master Agreement, dated July 1, 2015, for the purpose of providing additional compensation and extending the term. 2.10 The Commission and Fulbright & Jaworski LLP have entered into an Amendment No. 9 to the Master Agreement, dated July 1, 2016, for the purpose of providing additional compensation and extending the term. 2.11 The parties now desire to amend the Master Agreement in order to provide additional compensation for disclosure counsel services related to the termination of the Deutsche Bank swap and issuance of refunding bonds for the 2009 Bonds Series A. 3. TERMS 3.1 The Services described in the Amendment shall be performed expeditiously, within the terms of the Master Agreement. 3.2 The maximum compensation for Services performed pursuant to this Amendment shall be Fifty-Seven Thousand Five Hundred Dollars ($57,500). Work shall be performed at the rates set forth in the Master Agreement. 3.3 Except as amended by this Amendment, all provisions of the Master Agreement, as amended by Amendment Nos. 1 through 9, including without limitation the indemnity and insurance provisions, shall remain in full force and effect and shall govern the actions of the parties under this Amendment. [Signatures on following page] RVPUB\HSHANE\714371.1 3 SIGNATURE PAGE TO AGREEMENT NO. 09-19-072-10 IN WITNESS WHEREOF, the parties hereto have executed the Agreement on the date first herein above written. RIVERSIDE COUNTY FULBRIGHT & JAWORSKI LLP TRANSPORTATION COMMISSION By: ____________________________ By: _______________________ Anne Mayer, Executive Director Signature _______________________ Name _______________________ Title APPROVED AS TO FORM: Attest: By: _____________________________ By: ________________________ Best Best & Krieger LLP Its: Secretary Counsel to the Riverside County Transportation Commission * A corporation requires the signatures of two corporate officers. One signature shall be that of the chairman of board, the president or any vice president and the second signature (on the attest line) shall be that of the secretary, any assistant secretary, the chief financial officer or any assistant treasurer of such corporation. If the above persons are not the intended signators, evidence of signature authority shall be provided to the Commission. F:/USERS/FINANCE/FISCAL PROCEDURES/DEBT POLICIES.DOC – Revised 09/14/16 DEBT MANAGEMENT POLICY The Riverside County Transportation Commission (RCTC) is responsible for providing leadership and creating transportation choices that enhance the quality of life in Riverside County. RCTC’s mission is to create, coordinate, finance, and deliver an easy to use transportation network that keeps Riverside County moving and meets the public’s needs. In an effort to fulfill this vision, RCTC issues short and long-term debt on an as-needed basis. RCTC’s Chief Financial Officer (CFO) is responsible for the sale of debt for the specific projects. RCTC’s main objectives in the sale of debt are to: •Issue sales tax revenue bonds subject to a bond debt limitation of $975,000,000 under the 2009 Measure A program, as amended by Measure K in November 2010; •Issue toll revenue bonds, as authorized pursuant to applicable law up to the maximum amount determined from time to time by the RCTC Board of Commissioners (Board) which, as of March 31, 2013, is $900,000,000; •Maintain a debt service coverage of 2x for sales tax revenue bonds, 1.5x for toll revenue bonds, and 1.3x for federal loan assistance; •Obtain the lowest possible cost of funds for each of RCTC’s borrowing programs; •Obtain the highest possible credit ratings that allow sufficient flexibility; •Manage and minimize risk exposure to variable rate debt and/or derivatives; and •Maintain the required secondary market disclosure with the rating agencies, institutional and retail investors. This Comprehensive Debt Management Policy contains the policies and the procedures that govern all debt sales. All participants performing services on RCTC’s debt sales: •Must comply with the policies and procedures set forth herein, and •Will be expected to consistently perform at a level that provides maximum benefit to RCTC. The CFO, after consultation with and approval by RCTC’s Board, reserves the right to remove any participant from an RCTC transaction or underwriting pool at any time for substandard performance or failure to abide by RCTC’s Comprehensive Debt Management Policy. The CFO actively manages all phases of each financing. All decisions related to each transaction are subject to the CFO’s approval. Questions regarding the policies and procedures outlined in this Comprehensive Debt Management Policy should be directed to: Theresia Trevino, CFO Riverside County Transportation Commission 4080 Lemon Street, 3rd Floor Riverside, California 92501 Mailing Address: PO Box 12008, Riverside, CA 92502-2208 (951) 787-7141—E-mail address: ttrevino@rctc.org ATTACHMENT 10 F:/USERS/FINANCE/FISCAL PROCEDURES/DEBT POLICIES.DOC – Revised 09/14/16 A. GOALS AND CREDIT OBJECTIVES RCTC’s goals and credit objectives are to: • Serve the people of Riverside County in the fulfillment of RCTC’s policy and transportation objectives; • Comply with all State and Federal laws and regulations governing the issuance of debt; • Promptly repay when due the principal and interest on all debt issued and outstanding; • Implement debt programs with the highest possible credit ratings which provide the necessary flexibility in order to achieve the lowest possible borrowing costs on RCTC’s debt obligations; • Ensure that RCTC’s debt proceeds are invested in safe, liquid and secure investments that earn competitive market rates of return in accordance with RCTC’s Annual Investment Policy and indenture; • Ensure that RCTC does not take any action regarding the use of the debt proceeds that would cause the interest on any tax-exempt debt to be included in gross income for purposes of federal income taxation; • Establish policies and procedures for participation in RCTC’s debt financing; • Hold debt financing participants accountable to such policies and procedures; • Reward adherence to RCTC’s policies and procedures and good performance by the debt financing participants with continued participation in RCTC’s debt financing program; • Explore and implement innovative structuring ideas when they are prudent and consistent with the statements listed above; and thus • Protect the funds that Riverside County taxpayers have entrusted to RCTC. B. CREDIT RATING OBJECTIVES RCTC seeks to obtain and maintain the highest possible debt ratings while at same time providing the appropriate and necessary flexibility in its bond financing documents. Sales Tax Revenue Supported Debt For debt secured by a senior lien on revenues of the Measure A sales tax, the CFO may determine which rating agencies to utilize for an issuance considering marketing objectives and cost effectiveness of the ratings. RCTC currently maintains an “Aa2” rating from Moody’s Investors Service (Moody’s), an “AA+” rating from Standard and Poor’s Ratings Group (S&P), and a “AA” from Fitch Ratings (Fitch). For debt secured by a subordinate lien on revenues of the Measure A sales tax, RCTC currently maintains for its commercial paper notes a “P1” rating by Moody’s and an “A1+” by S&P. The senior lien debt and subordinate lien debt, collectively, are sales tax revenue supported debt. RCTC will support the Measure A program, in part, by the issuance of sales tax revenue supported debt. As of August 31, 2016, RCTC has the following sales tax revenue supported debt outstanding under the 2009 Measure A: 1. $60,000,000 Commercial Paper Notes Program, 2005 Series A and Series B, with a total outstanding balance of $20,000,000; 2. $185,000,000 Sales Tax Revenue Bonds, Series 2009 A, B and C, with a total outstanding balance of $139,100,000; 3. $150,000,000 Sales Tax Revenue Bonds, Series 2010 A (tax-exempt) and B (taxable), with a total outstanding balance of $150,000,000; and 4. $462,200,000 Sales Tax Revenue Bonds, 2013 Series A, with a total outstanding balance of $462,200,000. F:/USERS/FINANCE/FISCAL PROCEDURES/DEBT POLICIES.DOC – Revised 09/14/16 Toll Revenue Supported Debt For debt secured by a lien on toll revenues (“toll revenue supported debt”), RCTC intends to maintain investment grade ratings from Fitch and/or S&P. RCTC will support the toll program, in part, by the issuance of toll revenue supported debt derived from one or more toll facilities or projects. Such debt may be in the form of toll revenue bonds or federal credit assistance. As of August 31, 2016, RCTC has the following toll revenue bonds and federal credit assistance outstanding under the toll program: 1. $123,825,000 Toll Revenue Bonds, 2013 Series A (Current Interest Bonds), related to the 91 Corridor Improvement Project with a total outstanding balance of $123,825,000; 2. $52,829,602 Toll Revenue Bonds, 2013 Series B (Capital Appreciation Bonds), related to the 91 Corridor Improvement Project with a total accreted value of $64,002,920; and 3. $421,054,409 Transportation Infrastructure Finance and Innovation Act (TIFIA) Loan from the U.S. Department of Transportation. C. SELECTING THE APPROPRIATE METHOD OF DEBT SALE It is in the interest of RCTC to sell its public debt using the method of sale that is expected to achieve the best sale results, taking into account both short-range and long-range implications for Riverside County taxpayers. The CFO will advise the Board of the most appropriate method of sale in light of the prevailing financial, market and transaction-specific conditions. D. APPOINTMENT OF A FINANCIAL ADVISOR The CFO, with the approval of the Board, may select a financial advisor that is an independent registered municipal advisor (IRMA) to assist in the issuance and administration of RCTC’s debt. The services of the financial advisor may include, but are not limited to: • Monitoring all fixed income markets, • Evaluating proposals submitted to the CFO, • Analyzing the costs and risks of debt issues, • Reviewing the structuring and pricing of debt issues, • Developing and maintaining the time and responsibility schedule, • Advising on terms and conditions of credit facilities dealing with the issuance of variable rate debt, • Assisting in the preparation of official statements, and • Preparing and reviewing presentation materials for rating agencies, investors and insurers. The services of a financial advisor will be obtained through a competitive evaluation of proposals. The criteria to be used in evaluating and selecting a financial advisor include: • Experience in providing formal financial advisory services, • Experience with diverse and complex financial structuring requirements, • Experience and reputation of assigned personnel, and • Fees and expenses. RCTC’s financial advisor will provide RCTC with objective advice and analysis, maintain the confidentiality of RCTC’s financial plans and be free from any conflict of interest as defined by the: • CFO; • California statutes and regulations governing financial advisors; • Securities Exchange Act of 1934; and F:/USERS/FINANCE/FISCAL PROCEDURES/DEBT POLICIES.DOC – Revised 09/14/16 • Municipal Securities Rulemaking Board (MSRB). RCTC’s financial advisor may not participate in any of RCTC’s syndicates in the sale of debt. E. APPOINTMENT OF LEGAL COUNSEL The CFO, with the approval of the Board, must select legal counsel, including bond counsel and disclosure counsel, and engage RCTC’s general counsel, to assist in the issuance of RCTC’s debt. All debt issued by RCTC must include a written opinion of bond counsel affirming that RCTC is authorized to issue the proposed debt, that RCTC has met all the constitutional and statutory requirements necessary for the issuance of the proposed debt and a determination of the proposed debt’s income tax status. This approving legal opinion and other documents relating to the issuance of the proposed debt must be prepared by a nationally recognized private legal counsel with extensive experience in municipal finance and tax matters. The services of the bond counsel may include, but are not limited to: • Rendering a legal opinion with respect to the authorization and valid issuance of debt obligations of RCTC including whether the interest paid on the debt is tax exempt under federal and State of California laws; • Preparing all necessary legal documents in connection with the authorization, sale, issuance and delivery of bonds and other obligations; • Assisting in the preparation of the preliminary and final official statements and commercial paper memoranda; • Participating in discussions with potential investors, insurers and credit rating agencies, if requested, and • Providing continuing advice, as requested, on the proper use and administration of bond proceeds under applicable laws and the indenture, particularly arbitrage tracking and rebate requirements, and post-issuance requirements, particularly future contracts with respect to the use of bond-financed assets. The services of the disclosure counsel may include, but are not limited to: • Preparing the preliminary and final official statements and commercial paper memoranda. RCTC will engage its outside general counsel in the review of all documentation, including the preliminary and final official statements and commercial paper memoranda. Outside general counsel will provide an opinion that RCTC has duly authorized the documents for the issuance of the proposed debt. F. APPOINTMENT OF UNDERWRITERS The CFO, with the approval of the Board, may select a pool of qualified underwriters. The appointment will be based upon a competitive evaluation of objective criteria. The best-qualified firm will be appointed as the book-running senior manager for long-term debt. The best-qualified firm will be appointed as the dealer for commercial paper. Criteria to be used in the appointment of qualified underwriters will include: • Demonstrated ability to manage complex financial transactions, • Demonstrated ability to structure debt issues efficiently and effectively, • Demonstrated ability to sell debt to institutional and retail investors, • Demonstrated willingness to put capital at risk, • Quality and applicability of financing ideas, • Experience and reputation of assigned personnel, and F:/USERS/FINANCE/FISCAL PROCEDURES/DEBT POLICIES.DOC – Revised 09/14/16 • Fees and expenses. The CFO will monitor the performance of the members of the underwriting pool and recommend changes as appropriate. The underwriters selected to participate in RCTC’s underwriting pool must follow certain rules for participation: Minimum Underwriter Qualifications 1. The firm must maintain minimum net capital of at least $500,000. 2. The firm must hold and maintain all licenses and registrations required by applicable federal and state laws for businesses offering underwriting or investment banking services. All licenses and registrations must be current and in good standing with each of the following: • the U.S. Securities and Exchange Commission (SEC), • the National Association of Securities Dealers (NASD), and • the California Department of Corporations (CDC). G. PROFESSIONAL CONDUCT All of RCTC’s debt financing participants shall maintain the highest standards of professional conduct at all times: 1. MSRB Rules, including Rule G-37, shall be followed at all times. 2. RCTC expects debt financing participants to assist RCTC’s staff in achieving its goals and objectives as defined in this Comprehensive Debt Management Policy. 3. All debt financing participants shall make cooperation with RCTC’s staff their highest priority. H. NEW ISSUANCE AND BOND PROCEEDS MINIMUM BALANCE RCTC administers and manages the 2009 Measure A Expenditure Plan, which sets forth the transportation programs and services to be provided to the residents of the County. RCTC maintains a cash flow analysis for the capital program with corresponding analysis projecting the available sources and uses of funds verifying RCTC’s financial ability and commitment to deliver current and planned programs and services. The RCTC cash flow analysis is based on a set of assumptions developed through detailed data collection and analysis of historical data concerning revenues, economic forecasts and trend projections. The main sources of revenues include sales tax revenues, toll revenues, contributions from other agencies and federal capital assistance grants. The largest sales tax revenue source is the Measure A ½ cent transactions and use tax. The revenue generated from Measure A is expended on the projects contained in the Measure A Ordinance. RCTC will also earn revenues through the imposition of tolls for the use of selected transportation facilities. Tolls will be imposed and toll revenues expended as allowed under the governing statutes and ordinances. RCTC’s Measure A and toll programs are capital intensive. RCTC will issue its debt as needed in order to fund the Measure A and toll programs. RCTC must be able at all times to pay contractors and vendors for work in progress. Therefore, the CFO will work with the applicable RCTC directors to forecast the program construction draw down requirements. Based upon program construction draw down requirements and the conclusions resulting from the Plan, the CFO shall attempt to keep a reasonable amount of bond proceeds (approximately 4 months of program construction draw down requirements) available for construction draw down purposes. F:/USERS/FINANCE/FISCAL PROCEDURES/DEBT POLICIES.DOC – Revised 09/14/16 The CFO with the approval of the Board may increase or decrease the size of the Measure A tax-exempt commercial paper program to maintain liquidity in the program construction draw down account. I. MANAGING THE COMPETITIVE SALES PROCESS The CFO is responsible for implementing and managing RCTC’s competitive bid debt sale process. If the CFO selects a competitive bid process for a sale of debt, the CFO will instruct RCTC’s financial advisor to deliver a preliminary official statement and notice of sale to prospective underwriters and buyers that clearly states the location, time and requirements of the bid. After a successful competitive bid, the CFO will instruct RCTC’s financial advisor to work closely with the winning underwriter(s) in order to prepare and deliver the final official statement at closing. J. MANAGING THE NEGOTIATED SALES PROCESS The CFO is responsible for implementing and managing RCTC’s negotiated debt sale process. Introduction A. RCTC expects its underwriters to participate in a valuable and significant way with respect to the structuring and pricing of each debt issue, sales performance and various other aspects of the financing. B. Underwriters are expected to make themselves available to participate, when requested, in information and other meetings prior to the issuance of debt. C. Underwriters are expected to cooperate fully with the book-running senior manager in a way that provides the maximum benefit to RCTC. D. The book-running senior manager is responsible for communicating RCTC’s finance plan and timing to the other managing underwriters in the syndicate. Syndicate Management Process A. Liability 1. Prior to the day of pricing, the book-running senior manager must provide to the CFO a recommended liability assignment for each underwriter in the underwriting syndicate. The CFO will review the recommended assignments and make any necessary adjustments. Upon approval by the CFO, the liability assignments of each underwriter must be incorporated into the Agreement Among Underwriters (AAU) by the book-running senior manager. 2. As a general rule, the liability assignments must not exceed the underwriting ability of the underwriters in the syndicate to whom they are assigned. B. AAU The AAU must include the liability assignments of each managing underwriter, the priority of orders for the purpose of allocation and the takedown designation policy. The book-running senior manager must provide a copy of the AAU to each managing underwriter in the syndicate. Each underwriter in the syndicate must review the terms and conditions set forth in the AAU and return a signed copy of the AAU to the book-running senior manager the day of the pricing. C. Underwriting Gross Spread Components; Fees and Expenses • The management fee, if any, will be distributed to the managing underwriters based upon their relative contribution to the development and implementation of the financing plan. F:/USERS/FINANCE/FISCAL PROCEDURES/DEBT POLICIES.DOC – Revised 09/14/16 • Proposed takedowns (i.e. sales commissions) for all maturities must be included as part of the proposed pricing terms delivered by the book-running senior manager to RCTC prior to the final pre-pricing discussions. All takedowns are subject to review and approval by the CFO. • The expense component of the underwriting gross spread must be submitted by the book-running senior manager to RCTC’s CFO for approval prior to the day of pricing. The CFO reserves the right to review and approve all fees and expenses and to request their substantiation. An estimate of the expense component of the underwriting gross spread must be submitted by the book-running senior manager to the CFO no later than one week prior to the pricing. RCTC expects the book-running senior manager to keep expense items and costs of issuance to an absolute minimum. • In general, RCTC will not reimburse the book-running senior manager for clearance fees except for the Depository Trust Company (“DTC”) charge on issues that are registered in book-entry form only. RCTC will not reimburse the book-running senior manager for MSRB, Securities Industry and Financial Markets Association and California Public Securities Association expenses. • There will be no consideration of an underwriting risk component of the gross underwriting spread until after the order period closes. At that time, the CFO and the book-running senior manager will review the book of orders and discuss the need, if any, for including an underwriting risk component in the gross underwriter’s spread for unsold bonds. There will be no negotiation of the underwriting risk component of the gross underwriter’s spread after the CFO has given the verbal award to the book-running senior manager. D. Marketing Plan Once the issue of debt has received its ratings and the credit enhancement, if any, has been determined, the book-running senior manager will provide to the CFO and the financial advisor its plan for marketing the issue. The plan will specify the sectors and specific customer types to which each maturity, group of maturities or type of bonds will be directed. In addition, the marketing plan will specify the efforts of the syndicate in advertising the issue and distributing notice of the issue to the market as a whole and the expected customers. E. Selling Groups The book-running senior manager will discuss with the CFO the advantages and/or disadvantages of using a selling group for the financing. If the CFO decides to use a selling group, the book-running senior manager will provide a list of recommended firms for RCTC’s approval at least one week prior to the day of pricing. F. Retention and Takedown Designation Policies • The book-running senior manager will discuss the use of retention with the CFO at least one week prior to the day of pricing. During this discussion, the book-running senior manager will provide to the CFO the proposed retention amounts by maturity for each underwriter in the syndicate. • If the use of retention is advised by the book-running senior manager and agreed upon by the CFO, the book-running senior manager will make retention amounts and maturities available to the underwriters as soon as possible prior to the day of pricing. • Any change in the retention to the managing underwriters must be approved by the CFO prior to its release. • At least one week prior to the day of pricing, the book-running senior manager must provide the CFO a proposed priority of orders for the purpose of allocation and a proposed policy for the designation of takedown on net designated orders. The policy must include a maximum percentage of takedown to be designated to any one firm, as well as a minimum number of firms to be designated on any one net designated order. F:/USERS/FINANCE/FISCAL PROCEDURES/DEBT POLICIES.DOC – Revised 09/14/16 It is anticipated that each underwriter in the syndicate will be allowed to place net designated orders on all RCTC debt sales. Upon approval by the CFO, the priority of orders and the designation policy must be communicated to the underwriters and included in the preliminary pricing wire. Any changes to the designation policy must be approved by the CFO and communicated to all underwriters in the syndicate and selling group members, if any, RCTC and the financial advisor. G. Pricing Procedures • At least one hour prior to the pre-pricing meeting or conference call (one business day prior to the day of the pricing) the book-running senior manager must deliver to the CFO and the financial advisor the proposed pricing terms. This is to allow for the thorough evaluation of the proposed pricing terms by the CFO. The list of the proposed pricing terms must include principal amounts, coupons, yields, optional redemption prices, and takedowns per maturity. • One day prior to the day of the pricing, the book-running senior manager must initiate a pre- pricing meeting or conference call with the CFO and the financial advisor to discuss the proposed pricing terms, order period, underwriting gross spread components, market conditions and other necessary pricing information. • A draft copy of the preliminary pricing wire must be provided to the CFO upon the completion of the pre-pricing meeting or conference call. Prior to its release, the preliminary pricing wire is subject to the approval of the CFO. The preliminary pricing wire must include, among other things, all pricing terms agreed upon by the CFO and the book-running senior manager during the pre-pricing meeting or conference call. • On the morning of the day of the pricing (and prior to the start of the order period), if the book- running senior manager believes that a change in any of the pricing terms approved at the pre- pricing meeting or on the pre-pricing conference call is required, the book-running senior manager must contact the CFO and the financial advisor to review proposed changes and any suggested changes in light of the current market conditions. Any change in the initial pricing terms must be approved by the CFO and promptly communicated to the underwriters and syndicate and selling group members, if any. • The book-running senior manager must track the receipts of orders broken down by maturity, amount, type and firm. Status reports of the pricing, including total orders received for each maturity, amount, type and firm, may be requested by the CFO and the financial advisor at any time during the order period. The Dalnet “Orders and Allotments by Maturity” report is an acceptable report for these purposes. • The book-running senior manager must receive approval from the CFO before terminating any order period on any maturity before the previously determined close of the order period. • At the close of the order period, the book-running senior manager must provide in writing and in a format acceptable to the CFO and the financial advisor, a listing of the total orders received for each maturity, amount, type and firm, through the end of the order period. At this time the book- running senior manager must also make a concerted effort to provide the CFO and the financial advisor with the true interest cost of the issue. The book-running senior manager must initiate a meeting or conference call with the CFO and the financial advisor to review the book of orders and negotiate any change in pricing terms, prior to the verbal award of the issue to the book- running senior manager as the representative of the underwriters in the syndicate and selling group members, if any. • The CFO may agree to a verbal award of the bonds and sign a bond purchase contract with the book-running senior manager as representative for the underwriters in the syndicate after consultation with and approval from the Board. • A complete set of final quantitative analyses must be provided to the CFO before the CFO signs the bond purchase contract. The quantitative analyses must include, but not necessarily be limited to, a table of sources and uses of funds, a summary of assumptions and results (including significant dates, underwriting gross spread breakdown, ratings, true interest cost, etc.) and any additional tables that include coupons, yields, prices, takedowns, principal amounts and related debt service by maturity. F:/USERS/FINANCE/FISCAL PROCEDURES/DEBT POLICIES.DOC – Revised 09/14/16 • The book-running senior manager and underwriter’s counsel is jointly responsible for coordinating the execution of the bond purchase contract. • The CFO reserves the right to postpone the pricing if the above pricing procedures are not strictly followed. H. Allocation of Bonds The book-running senior manager will be responsible for ensuring that the overall allocation of bonds meets RCTC goals of: (a) obtaining the best price for the issue and (b) providing each underwriting firm involved with bond allocations that are commensurate with the work performed (i.e., the type and amount of orders submitted). The CFO reserves the right to monitor the order taking process and to review and approve bond allocations prior to their release. I. Post-Sale Support • In accordance with MSRB rules, sales credits designated by an institutional investor must be distributed within 30 days after the delivery of the bonds. • In accordance with MSRB rules, final settlement of the underwriting account and the distribution of any profit to members must be made within 60 days of delivery of the bonds. • The underwriting syndicate agrees to comply with any syndicate rules prohibiting the selling of bonds below the public offering price (less the full takedown) prior to the release of syndicate restrictions. In addition, each managing underwriter in the syndicate agrees to inform the CFO of any non-compliance with such syndicate rules. • For seven business days following the release of syndicate restrictions, the managing underwriters in the syndicate agree to inform the CFO of any firm significantly lowering the price of the bonds in the secondary market below market levels. • The book-running senior manager must be prepared to provide the CFO on an ongoing basis for at least seven business days following the release of the syndicate restrictions secondary market price levels, unsold balances, and the level of trading activity of the bonds. • RCTC expects the managing underwriters in the syndicate to provide liquidity in the secondary market for its bonds on an ongoing basis. J. Post-Sale Evaluation RCTC has a policy of acknowledging good performance and building accountability into its relationships with its managing underwriters. RCTC will conduct post-sale evaluations of the underwriting account to ensure that its policies are adhered to and that sales performance is documented. • The book-running senior manager must provide the CFO and the financial advisor with a final pricing book. The final pricing book must include, but not necessarily be limited to, the following information: the time and responsibility schedule; the working group distribution list; a discussion of the market conditions leading up to and during the final pricing; the preliminary and final pricing wires; media coverage; rating agency credit reports; a full set of quantitative analyses; a table identifying takedown and designation dollars by firm; and a table identifying designations on net designated orders. The book-running senior manager’s final pricing book must be provided to the CFO and the financial advisor within 60 days of the closing. • The financial advisor must also provide the CFO with its own final pricing report. The final pricing report must include, but not necessarily be limited to, the following information: a discussion of the market conditions leading up to and during the final pricing; a discussion on the sales process; a pricing comparison of similar credits in California and the national markets and the preliminary and final pricing wires. The financial advisor’s final pricing report must be provided to the CFO within 30 days of the pricing. • In addition to the book-running senior manager, each underwriter is encouraged to provide the CFO and the financial advisor with a confidential written analysis of the sale of the bonds. F:/USERS/FINANCE/FISCAL PROCEDURES/DEBT POLICIES.DOC – Revised 09/14/16 K. MANAGING THE SALE OF COMMERCIAL PAPER The CFO is responsible for implementing and managing RCTC’s sale of commercial paper. The CFO shall work closely with RCTC’s commercial paper dealers to develop a marketing strategy for the initial sale and subsequent frequent rollover of commercial paper amounts and maturities. The marketing strategy for the initial sale and subsequent frequent roll-over of commercial paper amounts and maturities shall take into account the short-term yield curve as well as RCTC’s philosophy to have a significant number of diverse commercial paper investors. The CFO may require RCTC’s commercial paper dealers to provide quarterly and annual reports detailing the commercial paper average cost, average maturity and a list of commercial paper investors. Subject to the approval of its liquidity and/or letter-of-credit provider, RCTC reserves the right to change the number of commercial paper dealers for the commercial paper program. L. REFUNDING OPPORTUNITIES From time to time, RCTC may have the opportunity to refinance its outstanding debt to reduce interest costs, remove or change burdensome bond covenants, or restructure future debt service payments. Refundings are categorized as either: • Current—with the issuance of the refunding bonds within 90 days of the redemption date of the outstanding bonds, or • Advance—with the issuance of the refunding bonds more than 90 days prior to the redemption date of the outstanding bonds. The refunding of debt is an important debt management tool for RCTC. Advance refundings are limited by federal tax law and must be used judiciously. RCTC generally will only pursue a refunding if the threshold present value savings level (net of all issuance costs and any cash contribution to the refunding) is at least three percent of the par value of the refunded bonds. However, in certain circumstances, the CFO after consultation with and approval by the Board, may agree that lower savings levels may be justified. RCTC’s debt management practices anticipate the potential for refundings. When RCTC issues debt careful attention is given to pricing considerations that will affect future refunding flexibility such as: • Optional redemption provisions and • Coupon characteristics. In addition, for advance refundings, it is important to create a refunding defeasance escrow that will produce the greatest savings level. A defeasance escrow is efficient if the yield on the defeasance escrow is as close as possible (i.e., generally less than 100th of a basis point) to the arbitrage yield on the refunding bonds. The CFO will select the appropriate defeasance securities. M. FEDERAL CREDIT ASSISTANCE OPPORTUNITIES RCTC may submit applications for federal credit assistance, including loans, to the USDOT for specific transportation corridor projects. The CFO and the Toll Program Director shall coordinate the financial and technical preparation and submittal of such applications with assistance from appropriate consultants. N. FIXED RATE VERSUS VARIABLE RATE DEBT The CFO and the Board recognize that variable rate securities are a useful debt management tool that traditionally have had lower interest rate costs than fixed rate debt. F:/USERS/FINANCE/FISCAL PROCEDURES/DEBT POLICIES.DOC – Revised 09/14/16 RCTC’s current goal is to maintain a debt program which may consist of variable rate debt (which includes commercial paper but does not include variable rate debt hedged with an interest rate swap to a fixed rate) and fixed rate debt. The amount of unhedged variable rate debt shall not exceed 25%. RCTC’s book-running senior manager, commercial paper dealer and financial advisor shall advise the CFO if the rating agencies and/or institutional investors feel that 25% of RCTC’s debt in the variable rate mode is too large a percentage. O. DERIVATIVES RCTC will continue to explore the use of derivative products as appropriate and in accordance with the Investment Policy and the Swap Policy, provided that the derivative products: • Hedge variable rate debt exposure, • Lower interest rate costs, or • Minimize risks to RCTC. Although RCTC may enter into swap agreements, including fixed to variable rate swap agreements, derivative products for debt shall not be used for the purpose of interest rate speculation. The CFO has the sole responsibility for determining which prospective debt products for new issue debt are derivatives. Derivative products debt instruments may be incorporated into RCTC’s debt program only after the CFO has informed the Executive Director and the Commissioners of the purpose and the risks associated with the derivative product debt instruments including but not limited to: • Interest rate risk, • Counterparty credit risks, • Termination risks, and • Tax implications. If appropriate, the CFO, after consultation and approval by the Board, may determine a minimum level of savings required before implementing a derivative product debt instrument. If the Commission authorizes the use of derivative products, the CFO will provide the Commissioners within twenty-four hours with a memo detailing any activity related to the use of derivative products. P. PRIMARY AND SECONDARY MARKET DISCLOSURE Trustees have been appointed for the benefit of the Measure A Sales Tax Revenue Bonds and the Toll Revenue Bonds and related TIFIA Loan. Each trustee shall perform all functions and duties required under the terms and conditions set forth in the respective indentures and/or federal loan agreements. The CFO will recommend changes as appropriate. In addition to the responsibilities required by the respective indentures and federal loan agreements, RCTC has a commitment to continuing to disclose material information after the sale of its debt. The CFO is responsible for implementing and managing RCTC’s legal and professional commitment to continuing to disclose material information after the sale of its debt. In adherence to Securities and Exchange Commission Rule 15c2-12(b)(5), the Commission’s Continuing Disclosure Agreement with each trustee or disclosure dissemination agent, as applicable, agrees to provide its Annual Report and notice of listed events to the MSRB, for dissemination to interested parties. “Listed events” are defined below; however, they may change to reflect current continuing disclosure requirements: 1. Principal and interest payment delinquencies; 2. Non-payment related defaults; 3. Unscheduled draws on the debt service reserve funds reflecting financial difficulties; 4. Unscheduled draws on credit enhancements reflecting financial difficulties; 5. Substitution of credit or liquidity providers, or their failure to perform; and F:/USERS/FINANCE/FISCAL PROCEDURES/DEBT POLICIES.DOC – Revised 09/14/16 6. Adverse tax opinions or events affecting the tax-exempt status of the security; 7. Modifications to rights of security holders; 8. Contingent or unscheduled bonds calls; 9. Defeasances; 10. Release, substitution or sale of property securing the payment of any security; and 11. Rating changes. Q. INVESTMENT AND USE OF DEBT PROCEEDS Unless otherwise provided by RCTC resolutions, unexpended debt proceeds shall be held by RCTC and the investment of debt proceeds shall be managed by the CFO or its designee. The CFO or designee shall maintain records and prepare quarterly statements to the Board regarding the investments and transactions involving debt proceeds. In order to ensure compliance with debt covenants and restrictions set forth in applicable RCTC resolutions and tax certificates, the CFO and other appropriate Commission personnel shall perform the following responsibilities: • Monitor the use of debt proceeds, the use of debt-financed assets throughout the term of debt (and in some cases beyond the term of the debt), • Maintain records identifying the assets or portion of assets that are financed or refinanced with proceeds of each issue of debt, • Consult with bond counsel and other professional expert advisors in the review of any contracts or arrangements involving use of debt-financed facilities, including any sale of financed-assets or changes from a qualifying governmental use of such assets to non-qualifying uses, • Maintain records for any contracts or arrangements involving the use of debt-financed facilities as might be necessary or appropriate, and • Meet at least annually with personnel responsible for debt-financed assets to identify and discuss any existing or planned use of debt-financed assets. The CFO will retain the above documents as described below in Paragraph S. R. COMPLIANCE WITH ARBITRAGE REBATE AND YIELD CALCULATIONS RCTC will engage the services of an expert advisor to assist in the calculation of arbitrage rebate from investment of bond proceeds. Trustee statements and other requested documents and information will be provided to the rebate service provider upon request on a prompt basis. The CFO will monitor the arbitrage rebate services to assure compliance with required rebate payments, if any, no later than each 5 year period over the term of the tax exempt bonds. In addition, during the construction period of the capital project, the CFO will monitor the investment and expenditure of bond proceeds and will consult the arbitrage rebate service provider to determine compliance with exceptions from the arbitrage rebate requirement upon the expenditure of proceeds during each 6 month spending period up to 6 months, 18 months or 24 months as applicable, following the issuance of the bonds. The CFO will retain copies of the arbitrage reports and trustee statements as described below in Paragraph S. S. RECORD KEEPING AND TAX RETURN FILING REQUIREMENTS The CFO, or its designee, will maintain the following documents for the term of the debt (including refunding bonds, if any) plus three years: • Copy of the bond closing transcript and other relevant documentation in connection with the closing of the issuance of bonds; F:/USERS/FINANCE/FISCAL PROCEDURES/DEBT POLICIES.DOC – Revised 09/14/16 • Copy of the federal credit assistance agreements and other relevant documentation in connection with the closing of federal credit assistance; • Copy of all material documents related to capital expenditures financed or refinanced by debt proceeds, including construction contracts, purchase orders, invoices, trustee requisitions and payment records as well as other documents relating to costs reimbursed with debt proceeds and records identifying the assets or portion of assets that are financed with tax exempt bond proceeds; • Copy of all contracts and arrangements involving private or unrelated use of the debt financed assets; and • Copies of all records of investments, investment agreements, arbitrage reports and underlying documents, including trustee statements. The CFO, or its designee, will also assure compliance with IRS tax return filing requirements. T. RATING AGENCIES The CFO is responsible for implementing and managing RCTC’s rating agencies relations program. The CFO recognizes the importance of immediate and timely disclosure of relevant financial and program information concerning each of RCTC’s debt programs to the rating agencies. The CFO shall promptly respond to any inquiry from any rating agency analyst. In addition, the CFO and/or the Executive Director and one or more representatives of RCTC’s Commissioners shall periodically meet with the rating agencies in order discuss RCTC’s proposed debt financings and/or recent financial results, financial projections, Board policy, specific RCTC programs such as Measure A and tolling activities as well as the general economy in Riverside County and Southern California and other matters. U. INVESTOR RELATIONS The CFO is responsible for implementing and managing RCTC’s investor relations program. The CFO shall make every attempt to promptly respond to any inquiry from an institutional or retail investor. In addition, the CFO shall periodically attempt to meet with key institutional investors in order to familiarize the institutional investors with RCTC’s financial history and financial projections. The CFO shall periodically post investor disclosure information on the unique website established by the Digital Assurance Certification, LLC (DAC) for RCTC on its website, www.dacbond.com. V. BUILD AMERICA BOND AND RECOVERY ZONE ECONOMIC DEVELOPMENT BOND SUBSIDIES Introduction The Board recognizes its responsibility to ensure compliance with all Federal laws and regulations (“Federal Requirements”) associated with the issuance of tax-exempt debt (“Tax-Exempt Obligations”) and tax-advantaged direct pay notes, bonds or other form of repayment, including obligations issued under Section 54A or Section 1400U-2 of the Internal Revenue Code (“Tax Advantaged Obligations”). The purpose of this policy is to provide guidelines and establish procedures for compliance with Federal Requirements in connection with the issuance of Tax-Exempt Obligations and Tax Advantaged Obligations. Procedures Unless otherwise instructed by bond counsel, on a quarterly basis the CFO will provide a written report to the Board of the expenditure of proceeds derived from Tax-Exempt Obligations and Tax Advantaged Obligations certifying the amount expended in the prior month, the total amount expended from the date of the closing of the transaction; that the expenditure was for capital projects (as defined by the applicable F:/USERS/FINANCE/FISCAL PROCEDURES/DEBT POLICIES.DOC – Revised 09/14/16 provisions of the Internal Revenue Code and guidance provided thereunder (or as otherwise permitted by bond counsel)); the amount remaining to be spent; [and the amount remaining invested in a reasonably required reserve fund, if any]. Unless otherwise instructed by bond counsel, at closing RCTC will execute documentation covenanting to comply with Federal rebate and arbitrage requirements as required under Paragraph Q above as though the Tax Advantaged Obligations were tax exempt bonds. Unless otherwise instructed by bond counsel, at least 67 days before an interest payment date pertaining to fixed rate Tax Advantaged Obligations, RCTC will calculate, or cause to be calculated: the interest amount due on the next interest payment date; and the refundable credit to be reported on Form 8038- CP. Unless otherwise instructed by bond counsel, the CFO will file, or cause to be filed, the completed and executed Form 8038-CP with the Department of the Treasury not later than 45 days prior to the applicable interest payment date. The CFO is hereby designated as the staff person responsible for RCTC’s compliance with this policy. W. GLOSSARY Additional Bonds Test: A calculation based upon total pledged revenues divided by total proposed debt service. This is a protection to investors so that the issuer cannot issue additional parity bonds without providing ample security to the investors in the previous financing(s). Advance Refunding: A defeasance of outstanding debt prior to the date the bonds can be called by depositing cash and/or securities in escrow sufficient to pay all principal and interest plus the call premium, if any, when due. Upon an advance refunding and defeasance, all covenants and restrictions of the refunded bond indenture are extinguished. Agreement among Underwriters or AAU: The contract establishing the underwriting syndicate formed to underwrite and purchase the bonds. The AAU will include provisions covering the liability of each syndicate member, a description of order types, pricing of the bonds and requirements respecting a public offering. The AAU may contain a variety of other matters relating to trade practice and applicable rules of the MSRB. Allocation: The post-sale distribution of bonds among the syndicate and selling group members, if any. Basis Point: Yields on bonds are usually quoted in increments of basis points. One basis point is equal to 1/100 of one (1) percent. For example, the difference between 7.00% and 7.50% is 50 basis points. Bond Purchase Agreement: The contract between the syndicate and the issuer setting forth the final terms, prices and conditions upon which the syndicate will purchase a new issue. Book-Running Senior Manager: The managing underwriter that controls the book of orders for the transaction and is primarily responsible for the successful execution of the transaction. Concession: In the new issue market, one of the two discounts members receives from the syndicate. In the secondary market, a discount one dealer offers to another. Current Refunding: A refunding of outstanding debt in which the proceeds of the refunding debt are applied immediately or almost immediately (within 90 days) to redeem the refunded debt. Group Net Order: An order for bonds submitted by a syndicate member in which the takedown is distributed to syndicate members according to their respective liability shares in the issue. F:/USERS/FINANCE/FISCAL PROCEDURES/DEBT POLICIES.DOC – Revised 09/14/16 Liability: The principal amount of bonds to be underwritten by each member of the syndicate. Member Order: An order for bonds placed by a member of the syndicate where the bonds would be confirmed to that member at syndicate terms. Municipal Securities Rulemaking Board (MSRB): An independent self-regulatory organization established by the Securities Acts Amendments of 1975, which is charged with primary rulemaking Commission over broker-dealers and brokers in municipal securities. National Association of Securities Dealers (NASD): A self-regulating and self-financed organization which acts as a buffer between the Securities and Exchange Commission (SEC) and broker-dealers. The NASD operates in municipal securities according to a special set of municipal bond rules written by the MSRB. Net Designated Order: An order for bonds submitted by a syndicate member in which all or a portion of the takedown is to be credited to firms designated by the purchaser of the bonds according to relative designated by the said purchaser. Priority Order: A retail or a net designated order. Retail Order: An order for bonds placed by an individual or, as determined by the CFO, a retail order may also include an order placed by a bank trust department or an investment advisor for an individual. Retention: An amount of bonds that will be guaranteed to be available for sale by each member of the syndicate. Rule 10b-5: A regulation of the SEC adopted pursuant to the Securities and Exchange Act of 1934, which makes it unlawful for any person to employ any device, scheme, or artifice to defraud, to make any untrue statement of a material fact or to omit a material fact necessary to make statements made, in the light of the circumstances under which they were made, not misleading; or to engage in any act, practice, or course of business which operates or would operate as a fraud or deceit upon any person, in connection with the purchase or sale of any security. Sales Tax Revenue Supported Debt: Debt secured by a lien on revenues of the of the Measure A sales tax. Securities and Exchange Commission (SEC): The federal agency that oversees and regulates stock, bond and other financial market participants. Selling Group: A group of underwriters formed to aid in the distribution of the bonds in a bond financing. Selling group members do not assume any financial or legal liability in the financing. Syndicate: A group of underwriters formed to purchase and re-offer an issuer’s bonds for sale to the public. Each syndicate member has a share in the liability of the issue. Syndicate Participation Percentages: A sales participation goal for each syndicate member determined by RCTC and its CFO for RCTC bond issues. Takedown: The total discount at which members of syndicates buy bonds from an account - composed of two parts: concession and takedown. Toll Revenue Supported Debt: Debt secured by a lien on the toll revenues. True Interest Cost: The rate, compounded semi-annually, necessary to discount the amounts payable on the respective principal and interest payment dates to the purchase price received on the closing date of the bond issue. F:/USERS/FINANCE/FISCAL PROCEDURES/DEBT POLICIES.DOC – Revised 09/14/16 Trust Indenture: A contract between an issuer and a trustee, for the benefit of investors. The trustee administers the funds specified in the indenture and implements the remedies provided in case of default. Underwriter’s Gross Spread: In a negotiated sale, the difference between the price the underwriter pays the issuer and the original re-offering price to the public; includes the management fee, expenses, and sales commissions (takedown and concession). Swap Termination and2016 Refunding BondsPresentation to Budget and Implementation CommitteeAugust 22, 2016 July 2016Deutsche Bank Swap OptionsAccept Deutsche Bank replacement swap, if proposed Waive right to terminate swapTerminate swap and pay termination payment•No replacement swap• Unhedged position•Replacement swap•Lower rate but limited qualified counterparties•Refinance 2009 Series A at fixed interest rate• Interest rate decrease absorbs about 75 percent of termination cost• Interest rate certainty through 2029 August 2016Swap Recommendation•Refinance 2009 Series A at fixed interest rate• Interest rate decrease absorbs about 75 percent of termination cost• Interest rate certainty through 2029Terminate swap and pay termination payment 2016 Refunding BondsProceedsIssue $61.2 million* par amount•Authorization not to exceed $85 million•Premium of $14 million* for total bond proceeds of $75.2 million*Refund $63.9 million outstanding 2009 Series A bondsPay $10.7 million* swap termination cost•From bond proceeds directly OR•From available commercial paper proceeds and retire related commercial paper notesPay costs of issuance of $375,000*•Excludes underwriter’s discountTermsFixed coupon rates 2 percent‐5 percent*•Yields less than 2 percent*Maturities from June 2017 to June 2029Secured by Measure A sales tax revenues*Estimate for planning purposes and subject to change Swap Termination and Refunding Transaction ApprovalsTermination of Deutsche Bank swapRefunding BondsResolution No. 16‐0156thSupplemental IndentureOfficial StatementContinuing Disclosure AgreementCompetitive sale processOfficial Notice of Sale for BondsCosts of issuanceProfessional services agreement or amendmentsRevised debt management policy Next StepsCommittee & CommissionTermination of Deutsche Bank SwapCompetitive Sale of Refunding BondsClosing•Approve recommendations•Advise of material misstatements or omissions in Official Statement•Negotiate settlement•Post preliminary official statement•Bids received•Print final official statement•Sign documents AGENDA ITEM 9 BLANK Agenda Item 9 RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: August 22, 2016 TO: Budget and Implementation Committee FROM: Shirley Medina, Planning and Programming Director THROUGH: John Standiford, Deputy Executive Director SUBJECT: 2016 Earmark Repurposing of Federal Funds Update STAFF RECOMMENDATION: This item is for the Committee to: 1)Receive and file a report on the status of the 2016 Earmark Repurposing of Federal Funds; 2)Approve the replacement of the earmark balance for the State Route 60/Potrero Boulevard interchange with federal funds, in the amount of $1,439,840, at such time when the project is deemed by Caltrans to be ready to list; and 3)Forward to the Commission for final action. BACKGROUND INFORMATION: On March 8, 2016, the Federal Highway Administration (FHWA) issued guidance on repurposing earmark balances (or savings) that are 10 years old or have not been obligated. The repurposing funds are made available from the federal transportation bill, Fixing America’s Surface Transportation Act (FAST Act), and will be a one-time only opportunity to repurpose the earmark balances. Per FHWA guidance, the repurposed earmark must be obligated by September 30, 2019, and if the funds are not obligated by this date, the funds will lapse with no opportunity for an extension or to repurpose the funds to another project. Since the funds are federal, any project identified for repurposing must comply with all federal aid requirements. Projects identified for repurposing must also be within 50 miles of the original earmark project. At the July 13, 2016 Commission meeting, three of the Commission’s earmark balances were approved for repurposing to the Pachappa Undercrossing project in the amount of $847,552. In addition, seven other local agency earmark balances were eligible for repurposing. Below are the earmark balances and repurposing projects proposed by the Commission and local agencies: 147 Agenda Item 9 Agency Project Legislation Project Proposed for Repurposing Balance Banning/County of Riverside Ramsey Street Extension 2003 App Act I-10 Bypass in the Pass Area $ 1,738,625 *Beaumont SR-60/Potrero IC SAFETEA-LU Pachappa Undercrossing 1,439,840 Corona SR-91/Green River Road TEA-21 McKinley Grade Separation 156,585 County of Riverside SR-86/Avenue 66 Grade Separation SAFETEA-LU Construct a new two- lane (one lane in each direction) grade separation bypass with elevated structure over the UPRR, Hammond Rd and SR-111 3,239,640 Desert Hot Springs Upgrade Essential Roads SAFETEA-LU I-10 Bypass in the Pass Area 36,544 Murrieta I-15/California Oaks Road SAFETEA-LU I-215/Keller Rd Interchange 1,439,840 Riverside Victoria Restoration SAFETEA-LU Widening of Magnolia Avenue 359,960 *City staff concurred with repurposing earmark balance. Staff recommends replacing the earmark balance with future federal funds when the SR-60/Potrero interchange project is ready for construction. The schedule for recommending projects for repurposing is as follows: August 1, 2016 Regions submit project repurposing forms to Caltrans August 31, 2016 Caltrans submits repurposed list of projects to FHWA September 12, 2016 Deadline for repurposing Staff submitted the project repurposing forms to Caltrans prior to August 1, 2016. Staff will continue to work with the cities, county, and Caltrans to ensure the request to repurpose the earmark balance is done according to FHWA and Caltrans guidance. There is no financial impact related to the repurposing of the earmark funds; rather, the programming of repurposed funds for the Pachappa Undercrossing project in the amount of $1,439,840 results in a reduction of federal Surface Transportation Program (STP) or Congestion Mitigation Air Quality (CMAQ) funds programmed on the Pachappa Undercrossing project. The FY 2016/17 Budget for the Pachappa Undercrossing project includes federal revenues of $12 million; therefore, a budget adjustment of $1,439,840 is not required to increase the federal revenues. Rather, a budget transfer, which does not require Commission approval, will be made to replace $1,439,840 of federal STP or CMAQ funds with the federal repurposed earmark funds. 148 Agenda Item 9 Financial Information In Fiscal Year Budget: Yes Year: FY 2016/17 Amount: $1,439,840 Source of Funds: Federal repurposed earmarks Budget Adjustment: Yes GL/Project Accounting No.: 003038 414 41410 0000 221 31 41401 Fiscal Procedures Approved: Date: 08/11/2016 149 BLANK AGENDA ITEM 10 BLANK Agenda Item 10 RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: August 22, 2016 TO: Budget and Implementation Committee FROM: Lorelle Moe-Luna, Senior Management Analyst THROUGH: Shirley Medina, Planning and Programming Director SUBJECT: Fiscal Year 2016/17 Annual Local Transportation Fund Planning Allocations to Western Riverside Council of Governments and Coachella Valley Association of Governments STAFF RECOMMENDATION: This item is for the Committee to: 1)Approve an allocation of Local Transportation Fund (LTF) planning funds in the amount of $701,250 for Western Riverside Council of Governments (WRCOG) and $382,500 for the Coachella Valley Association of Governments (CVAG) for efforts identified in each agency’s Fiscal Year 2016/17 LTF Program Objectives/Work Plan (Work Plan) that supports transportation planning programs, and functions consistent with regional and subregional plans, programs and requirements; and 2)Forward to the Commission for final action. BACKGROUND INFORMATION: The LTF established in state law by the Transportation Development Act (TDA) is funded through a one-quarter of one cent of the state’s 7.5 percent sales tax (based on point of sale and returned to source). LTF is used to fund transportation planning, operations, and capital projects. The action requested at this time is specifically to allocate the planning funds to the two councils of governments, WRCOG and CVAG. The LTF allocations for transit and rail operations and capital projects are part of the annual Short Range Transit Plans. Bicycle and pedestrian facilities are also funded by LTF and is part of the biennial SB 821 call for projects countywide. The LTF funding is distributed by the State Board of Equalization to the counties on a pro rata basis, pursuant to Section 99233.2 of the TDA, providing up to 3 percent of annual revenues to fund transportation planning and programming efforts. The Commission, as the Regional Transportation Planning Agency, is legally responsible for apportioning the LTF funds. Based on the projected FY 2016/17 revenues of $85 million, 3 percent of the projected revenue, or $2.550 million, is for planning and programming. By statute, the TDA also requires one half of these LTF funds ($1.275 million) be allocated for planning activities within the Western 150 Agenda Item 10 Riverside County and the Coachella Valley areas, as determined by the Commission. Distribution of the funding, as confirmed by the Commission in October 2014, is as follows: Planning Agency Percentage Apportionment/Allocation RCTC 15% $191,250 WRCOG 55% $701,250 CVAG 30% $382,500 Total 100% $1,275,000 WRCOG and CVAG submitted their respective FY 2016/17 Work Plans in accordance with existing guidelines. WRCOG’s Work Plan is divided into two program areas and includes the following activities: 1) Planning Programs and Energy/Environment Programs a. WRCOG Region-wide Active Transportation Plan b. Riverside County Traffic Analysis Model (RIVTAM) Update: c. WRCOG Region-wide Safe Routes to School Plan d. Air Quality, Energy Efficiency and Sustainability Programs; 2) Regional Transportation Plans a. Transportation Uniform Mitigation Fee (TUMF) Program; and b. Riverside County Transportation Commission Programs. CVAG’s Work Plan consists of nine main program areas: 1) Transportation Department Operations; 2) Project Management and Contract Administration; 3) CV Link Project Development; 4) Riverside County Transportation Commission Programs; 5) Planning, Programming and Monitoring Programs; 6) Miscellaneous Programs including GIS Information Services, support for the RIVTAM model, and Regional Arterial Traffic Count Program; 7) Congestion Management/Air Quality Programs; 8) TUMF Program; and 9) Governmental and Special Projects. Staff reviewed the Work Plans and found them to be consistent with the Commission’s overall transportation programming and planning objectives and recommends approval. The Work Plans also benefit the respective geographic regions and are consistent with subregional and regional plans including the Southern California Association of Government’s (SCAG) Regional Transportation Plan/Sustainable Communities Strategy (RTP/SCS). WRCOG and CVAG, in conjunction with SCAG, are responsible for subregional planning efforts that implement and are in conformance with the RTP/SCS. 151 Agenda Item 10 Financial Information In Fiscal Year Budget: Yes Year: FY 2016/17 Amount: $1,083,750 Source of Funds: Local Transportation Funds Budget Adjustment: No GL/Project Accounting No.: 106 65 86205 Fiscal Procedures Approved: Date: 08/12/2016 Attachments: 1) WRCOG FY 2016/17 LTF Program Objectives/Work Plan 2) CVAG FY 2016/17 LTF Program Objectives/Work Plan 152 BLANK Western Riverside Council of Governments (WRCOG) Fiscal Year 2016/2017 Local Transportation Funds Program Objectives The Work Plan for FY 2016/2017 is divided into two program areas: 1. Planning Programs and Energy/Environment Programs California Air Resources Board Department of Energy (DOE) South Coast Air Quality Management District (SCAQMD) Southern California Associations of Governments (SCAG) California Association of Councils of Governments (CALCOG) Planning: This program includes the following activities: staff time to develop and work on three main projects: WRCOG Region-wide Active Transportation Plan (ATP); Riverside County Traffic Analysis Model (RIVTAM) Update; and WRCOG Region-wide Safe Routes to School Plan. The ATP will identify challenges to and opportunities for creating a safe, efficient, and complete active transportation network that will expand the availability of active modes of transportation for users both within the region and between neighboring regions. The RIVTAM Update will provide updates on socio-economic forecasts to reflect SCAG’s recently adopted growth forecasts, updates to the roadway network, utilize data from SCAG’s most recent Regional Travel Model to ensure consistency, and correct any significant structural issues related to RIVTAM. The Safe Routes to School Plan will identify important locations to enhance active transportation needs of school locations throughout Riverside County. Air Quality, Energy Efficiency and Sustainability: These programs include the following activities: development of a regional Streetlights Program, which will assist WRCOG jurisdiction purchase streetlights to enable them to retrofitting and will save local jurisdictions millions in operating and utility costs; continued staff participation in SCAQMD activities and rule- making, review of the 2016 AQMP; provide outreach and to the jurisdictions regarding air quality issues and funding opportunities; support WRCOG Clean Cities and programs that WRCOG has developed to reduce emissions through energy efficiency and water conservation; continued participation to assist jurisdiction in the purchase of alternative fuel vehicles and the development of the supporting infrastructure. ATTACHMENT 1 153 2. Regional Transportation Programs Riverside County Transportation Commission (RCTC) Riverside Transit Agency Caltrans SCAG CALCOG TUMF: This program includes staff time to prepare the 2016 Nexus Study and Program Update; to administer the TUMF Program which includes but is not limited to: program contract/agreement administration; public outreach/information; the Annual Report; signage program; TUMF Zone Transportation Improvement Program development and amendments; prepare the annual audit; preparation of annual adjustment for construction costs; maintain TUMF data base of fee collections and disbursements; work with developers on credit and reimbursement agreements; and amend all program documents as necessary. Riverside County Transportation Commission Programs: These programs include staff time and project management to assist in transportation planning and air quality programs to include: participation in TUMF Program tasks as needed to assist RCTC in the implementation of the Regional TUMF Program; participate in evaluation committees as requested; and other planning related tasks as determined in consultation with the RCTC Executive Director. 154 ATTACHMENT 2 155 BLANK 156 157 158 BLANK AGENDA ITEM 11 BLANK Agenda Item 11 RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: August 22, 2016 TO: Budget and Implementation Committee FROM: Aaron Hake, External Affairs Director THROUGH: John Standiford, Deputy Executive Director SUBJECT: State and Federal Legislative Update STAFF RECOMMENDATION: This item is for the Committee to: 1)Receive and file an update on state and federal legislation; 2)Adopt the following bill positions: a)AB 626 (Chiu and Low) – Oppose; b)AB 1889 (Mullin) – Support; and 3)Oppose Proposition 53; and 4)Forward to the Commission for final action. BACKGROUND INFORMATION: The State Legislature returned from its July recess to work through the final weeks of the 2015- 16 regular legislative session. The deadline for the Legislature to send bills to the Governor is August 31; the Governor will have until September 30 to sign or veto bills submitted to him. In the meantime, the Extraordinary Session on transportation funding is still active with the potential to pick up steam in the closing months of the year. Legislative leaders in the Senate and Assembly are working together on a consensus package that could emerge after the printing of this staff report. Commission staff and advocates are monitoring that situation closely. Looking east, Congress is currently in recess and only has a few legislative days remaining prior to the General Election in November. The Obama Administration recently announced grant awards, discussed below. State Update AB 626 (Chiu and Low) – Staff Recommended Position: Oppose This bill adds a significant degree of complexity to the Public Contract Code relating to claims by contractors and subcontractors on public works contracts. AB 626 establishes a claims resolution process for public works contracts entered into on or after January 1, 2017, that is 159 Agenda Item 11 supplemental to existing claims processes spelled out in state law. The bill provides specific deadlines for public agencies to meet when reviewing and formally responding to claims submitted by contractors. AB 626 exposes public agencies to additional claims by prescribing a process by which subcontractors who lack legal standing to bring a claim directly to an agency may request their prime contractor present the claim to the agency. Untimely payment of claims are subjected to a 7 percent interest penalty. Analysis of the details of AB 626 reveals a number of conflicting and confusing provisions with existing dispute resolution processes in the Public Contract Code. Generally, the provisions of the bill create a rigid process, which will lead to increased public costs and time spent on resolving claims with contractors. Most problematic is the bill’s opening of a door for subcontractors who do not have a direct contractual relationship with a public agency such as the Commission to bring claims against the agency. The Commission’s legal counsel anticipates these provisions will lead to an increase in claims brought to the Commission and therefore increased costs. AB 626 moved through the Assembly as a bill dealing with community college full-time faculty ratios. In June, the bill was gut-and-amended to deal with public works claims resolution. The Senate Judiciary Committee approved the bill, with amendments, on a 7-0 vote. The Commission’s legal counsel and staff dissent from the Senate Judiciary Committee’s analysis which asserts the bill provides for a clearer, simplified resolution process. However, the Senate Appropriations Committee, where the bill sits as of the time of this staff report, states, in part: “…the provisions of this bill could result in significant personnel costs (General Fund) for evaluation, response, coordination, and oversight activities related to submitted claims requiring action within the prescribed timeframes of this measure….this bill still applies its requirements upon all other public entities not specifically exempted…. By requiring local agencies to adhere to the claims resolution process specified in this measure, this bill creates a state-mandated local program, potentially resulting in major state-reimbursable costs in the millions of dollars (General Fund) through the three-year operative period to local agencies engaged in public works projects. While the magnitude of costs to local agencies cannot be estimated with certainty, given the volume of local public works projects and claims subject to this resolution process, costs are potentially substantial.” The Commission’s adopted State Legislative Platform provides the Commission should support legislation that reduces litigation risk and streamlines project delivery. The corollary to these platform statements is the Commission should oppose legislation that increases litigation risk and interferes with project delivery streamlining. Opposition to AB 626 would be consistent with previous Commission actions on legislation that add costs, delays, risk, and complexity to transportation projects. 160 Agenda Item 11 AB 1889 (Mullin) – Staff Recommended Position: Support This bill clarifies existing law related to the California High-Speed Rail project and previous appropriations by the State Legislature to fund construction of high-speed rail. In 2012, the Legislature appropriated $1.1 billion to fund bookend projects on the northern and southern alignments of the initial operating segment of the high-speed rail system. Bookend projects are identified in two memorandums of understanding (MOUs): one MOU is between the California High-Speed Rail Authority (CHSRA) and the Metropolitan Transportation Commission (MTC) in the Bay Area; the other MOU is between CHSRA, the Southern California Association of Governments (SCAG), and transportation commissions in Southern California. The Commission is signatory to the SCAG-CHSRA MOU (adopted at the March 12, 2014 Commission meeting). The MOU and the bookend projects contained therein, including grade separation projects in Riverside County, are intended to achieve a blended system of commuter, intercity, and high-speed rail. The intended effect of the MOU and the blended system is to begin building key pieces of the high-speed rail system that will have utility in the nearer term while also serving the ultimate operation of high-speed rail. State laws are prescriptive about what types of projects can be funded with high-speed rail bond funds, with the ostensible goal of ensuring voter-approved funds achieve a functional high-speed rail system consistent with the voters’ intent when the voters approved Proposition 1A in 2008. AB 1889 makes an important clarification that bookend projects are part of the blended high-speed rail system and therefore eligible to receive Proposition 1A state bond funds. The effect of this legal clarification is Southern California bookend projects in the CHSRA-SCAG MOU will be more readily able to secure a portion of the $1.1 billion of state bond funds appropriated by the Legislature in 2012. While there is no guarantee Riverside County projects in the MOU will receive this specific funding, the more funding available to fulfill the MOU obligations of CHSRA, the closer Riverside County will be to getting its projects funded. Moreover, there are rail projects in other Southern California counties that have significant impact on the Commission’s ability to add commuter and intercity rail service between the Inland Empire and Los Angeles Union Station. Staff believes securing Proposition 1A bond funds for MOU projects in the SCAG region will indirectly benefit the Commission over the long term, at the very least. Finally, it is important to note the 2016 CHSRA business plan marked a significant shift in strategy, which focuses on connecting the Central Valley segment of the system to the Bay Area before coming south the Los Angeles basin, where a majority of California’s population and potential riders reside. Staff believes it is crucial to support state policies that encourage investment in Southern California’s rail network. AB 1889 does this. 161 Agenda Item 11 Proposition 53 – Staff recommended position: Oppose It is rare for staff to recommend the Commission adopt a formal position on a statewide ballot initiative; however, Proposition 53 rises to a level of concern that warrants the Commission’s attention. Proposition 53 requires statewide voter approval for any bond issuance by a public agency (as defined) for infrastructure projects exceeding $2 billion. The $2 billion threshold is adjusted annually for inflation according to the consumer price index. Projects cannot be broken into smaller projects to stay beneath the $2 billion threshold. The effect of this proposition is any future project (or related projects) by the Commission that requires an issuance of bonds exceeding $2 billion would have to first be approved by voters of the entire state of California. Staff believes it is poor public policy to hang the future of Riverside County’s infrastructure on the desires of voters in other counties; decisions about how Riverside County’s tax dollars are spent should be left to the voters and elected officials within this county. Likewise, staff believes voters within Riverside County should not be eligible to decide how public funds raised within another county are spent. The sponsor of Proposition 53 is a Stockton farmer named Dean Cortopassi who is opposed to Governor Brown’s plan to construct a massive tunnel project to help resolve California’s Bay- Delta water crisis. While the intent of the initiative was to place the Governor’s Delta plan before statewide voters, the drafting the initiative captures far more than this one controversial project. The Commission and many other non-state governments are affected due to the way the Proposition 53’s language defines who is considered the state. According to the language, the proposition would apply to, “any joint powers agency or similar body created by the state or in which the state is a member.” The Commission was created by an act of the State Legislature in 1976, and state law requires the Governor appoint an ex officio member of the Commission, who is typically the Director of Caltrans District 8. The ballot argument in favor of Proposition 53 is signed by Dean Cortopassi, Jon Coupal of the Howard Jarvis Taxpayers Association, and a retired Sheriff of Sacramento County. For contrast, a copy of the ballot argument for Proposition 53 is attached, as well as a fact sheet by the No on Proposition 53 campaign. Opponents of Proposition 53 currently include, among many others: •California Chamber of Commerce •California Professional Firefighters •California State Sheriffs’ Association •Peace Officers Research Association of California •League of California Cities •California Association of Councils of Governments •San Diego Association of Governments •Self-Help Counties Coalition 162 Agenda Item 11 • Transportation Agency for Monterey County • California League of Conservation Voters • California Labor Federation, AFL-CIO • California State Building and Construction Trades Council AB 1943 (Linder) Clears Final Committee Vote The Commission’s remaining piece of sponsored Legislation this year, AB 1943 by Assemblyman Eric Linder, cleared its final committee vote. This bill cleans up previous legislation that provides the Commission with legal authority to enforce parking regulations at its Metrolink rail stations within Riverside County; an authority it did not previously possess. The Assembly Transportation Committee concurred with Senate amendments to AB 1943. The bill now awaits a final floor vote in the Assembly before going to Governor Brown’s desk. The bill sailed through the Legislature without opposition. California Air Resources Board Adopts Sustainable Freight Action Plan Pursuant to the Governor’s direction in his Executive Order B-32-15, the California Air Resources Board adopted the California Sustainable Freight Action Plan. This new document is aimed at reducing the environmental (specifically carbon) footprint of California’s goods movement system. Commission staff offered comments to state agencies in early July, along with other stakeholders throughout the state, raising concerns and questions about what the plan means to the many other regional freight planning efforts that have been completed and are ongoing. These comments are attached for reference. Staff is still reviewing the final document to see what amendments have been made by the state in response to comments received. Federal Update U.S. Department of Transportation Awards Discretionary Grants The U.S. Department of Transportation (U.S. DOT) awarded grants under two high-profile competitive discretionary programs: Transportation Investment Generating Economic Recovery (TIGER) and Fostering Advancements in Shipping and Transportation for the Long-term Achievement of National Efficiencies (FASTLANE). Both programs aim investments in nationally and regionally significant transportation projects. Although several Riverside County jurisdictions applied for funding under both programs, no awards were received by these entities. San Bernardino Associated Governments (SANBAG) received an $8.6 million TIGER grant for its Redlands passenger rail project and L.A. Metro received a $15 million TIGER grant for the Rosecrans/Marquardt grade separation, which the Commission supported due to its nexus to passenger rail access from the Inland Empire to Union Station. San Diego Association of Governments received a $49.2 million FASTLANE grant for the SR-11/Otay Mesa East border crossing, the only California project to receive an award from FASTLANE. 163 Agenda Item 11 Overall, the Southern California region fared poorly in these two programs. The Los Angeles Times authored an attached editorial and Members of the Los Angeles Congressional delegation sent a letter to U.S. DOT Secretary Anthony Foxx seeking understanding of the results. Staff is actively coordinating with other transportation agencies in the Southern California region to better compete in future rounds of federal discretionary funding. Pursuant to the Commission’s adopted Strategic Assessment, pursuit of federal and state discretionary grant funds is a cornerstone of meeting Riverside County’s current and future infrastructure needs. Attachments: 1) No on Proposition 53 Fact Sheet 2) Yes on Proposition 53 Ballot Argument 3) RCTC Comment Letter on California Sustainable Freight Action Plan 4) L.A. Times Editorial 5) Legislative Matrix 164 www.NoProp53.com MYTH BUSTER: Prop. 53 Does Apply to LOCAL Projects Proposition 53 would erode local control by mandating a statewide vote for some local infrastructure projects, empowering one region of the state to reject infrastructure priorities of communities in other regions of the state. Here is why: Locally-controlled JPAs created to address local infrastructure priorities are covered under Prop 53. While Section 1.6 (a) of the proposition excludes cities, counties and special districts, Prop 53 explicitly includes local “Joint Powers Authorities (JPAs) or similar bodies that are created by the State or in which the State is a member.” Small projects, under the $2 Billion threshold, but connected to larger projects are also covered. Section 1.6 (b) requires projects that are “allegedly separate” also require a statewide vote, even for local projects. Allegedly separate is defined by the measure as projects that are “geographically proximate,” “physically joined or connected,” or “cannot accomplish [their] state purpose without the completion of another allegedly separate project.” Below are examples of local projects that could require a statewide vote under Prop 53: Water Supply and Storage Sites Reservoir – Colusa County Temperance Flat Dam – Fresno, Kings, Madera, Tulare and Merced Counties Shasta Dam – Shasta County Los Vaqueros Reservoir – Contra Costa County Bridge Repairs Bay Area bridges – Alameda, Contra Costa, Marin, San Francisco, San Mateo, Solano counties o Managed and operated by the Bay Area Toll Authority which was created by the state. Coronado Bridge – San Diego County o Managed and operated by San Diego Toll Authority which the state now manages Regional Rail Upgrade and Expansion Transbay Terminal – San Francisco o Regional transit hub connecting eight Bay Area counties currently under construction, which is managed and financed by the Transbay Joint Powers Authority, a JPA created in part by CalTrans. ATTACHMENT 1 165 Page 2 of 2  Capitol Corridor – Alameda, Santa Clara, Contra Costa, Solano, Sacramento, Yolo & Placer Counties o Managed and operated by the Capitol Corridor Joint Powers Authority which runs commuter rail service spanning 148 miles across 7 Northern California counties. The JPA was created by the state.  LOSSAN Rail Corridor – San Luis Obispo, Santa Barbara, Ventura, Los Angeles, Orange, San Diego counties o LOSSAN Rail Corridor Agency - a JPA created by the state and in which state officials are members. Manages 351 miles of rail service across 6 Southern California and Coastal counties with at least $6 billion in needed rail improvements over the next 20 years. Airport Expansion  San Diego International Airport – San Diego County o Owned and operated by the San Diego Regional Airport Authority, a local entity similar to a JPA created by the state. Road Construction  Toll Roads - Orange County o Four separate toll roads, managed by two JPAs created by the state via legislation passed in 1987. Education  University of California - $13.3 billion planned capital expenditures in recent Capital Plan, and four campuses each have projects planned that meet the measure’s $2B threshold on their own: o UC Davis o UC San Diego o UC Irvine o UC San Francisco o Additionally, all 10 UC campuses have planned improvements to local medical centers, student housing, classrooms and research facilities. These local projects could each require a statewide vote if considered “allegedly part of” the University of California’s larger capital improvement plan.  California State University - $9 billion in planned capital facilities needs statewide o Each of the 23 CSU campuses have plans to construct more classrooms, student health clinics, research labs and student housing. These local projects could each require a statewide vote if considered “allegedly part of” the larger CSU capital improvement plan. Paid for by No on Prop 53 – Californians to Protect Local Control, a coalition of public safety, local government, business and labor organizations, and taxpayers. Major funding by Members’ Voice of the State Building and Construction Trades Council of California (Committee) and District Council of Iron Workers Political Issues Committee. 166 ATTACHMENT 2167 168 ATTACHMENT 3 169 170 171 172 173 BLANK Opinion / Editorial By The Times Editorial Board JULY 13, 2016, 5:00 AM ast December, when Congress finally approved a long-term transportation funding bill after a decade of temporary measures, Southern California transportation officials hailed the passage for two reasons. First, the bill ensured they would have a reliable stream of money for much-needed highway and transit construction. Secondly, the federal government created an entirely new pool of money specifically for truck, train, plane and ship-related projects that could move freight in a faster, safer and more environmentally friendly fashion — something local leaders had long lobbied for. Surely, the metropolitan Los Angeles region, which has the nation’s largest port complex, second busiest airport, worst traffic and smoggiest air, would be at the front of the line for funding, officials reasoned. But apparently not. The U.S. Department of Transportation recently announced the first round of grants -- $759 million awarded to 18 projects – with nothing for the region. Zero. Zilch. Projects to add zero-emission cranes at the Port of Los Angeles, build rail directly to the docks to reduce truck trips and A Union Pacific freight train derailment near Union Station in the early hours of morning on November 9, 2009 in Los Angeles. (Los Angeles Times) The Los Angeles region just got stiffed on federal funding for freight projec... http://www.latimes.com/opinion/editorials/la-ed-socal-freight-funding-2... 1 of 2 8/11/2016 8:08 AM ATTACHMENT 4 174 add truck lanes to local freeways were among those rejected for funding, the San Gabriel Valley Tribune reported. In fact, just one project was funded in California. The DOT gave $50 million to San Diego County for a highway project on the U.S.-Mexico border to allow faster border crossings by commercial trucks. It’s a worthy project, but couldn’t the federal government cough up some more money for infrastructure in a state that is a linchpin of trade and has the sixth-largest economy in the world? Transportation planners in the Los Angeles region were shocked and disappointed to be left out of the first round of funding. The six-county area that stretches from Ventura to Imperial counties (and does not include San Diego County) received nothing although it is larger than the state of Tennessee and handles almost half of the nation’s shipping containers. Trade is an economic engine not only for the Southern California area but for the entire country. The value of the goods moving through the ports of Los Angeles and Long Beach is nearly $400 billion, and the volume of goods is expected to more than double over the next 30 years. Yet the conditions on the ground can’t support that growth. The roads are often clogged with traffic. The rail lines are some of the busiest in the nation. And the pollution from dirty diesel- and fossil- fuel-powered equipment means Southern Californians continue to breathe unhealthy air that cannot meet federal Clean Air Act standards. The region needs significant investment in new transportation infrastructure and cleaner technology and it’s not just an L.A. problem. It’s a national imperative, as well as a reminder that there is a tremendous demand for transportation infrastructure funding nationwide. Congress’ allocation will meet just a fraction of the need. Follow the Opinion section on Twitter @latimesopinion and Facebook Copyright © 2016, Los Angeles Times The Los Angeles region just got stiffed on federal funding for freight projec... http://www.latimes.com/opinion/editorials/la-ed-socal-freight-funding-2... 2 of 2 8/11/2016 8:08 AM 175 ATTACHMENT 5 RIVERSIDE COUNTY TRANSPORTATION COMMISSION - POSITIONS ON STATE AND FEDERAL LEGISLATION – July 2016 Legislation/ Author Description Bill Status Position Date of Board Adoption AB 4 (Linder) This bill would bring truck weight fees back to transportation accounts and would prohibit weight fee revenues from being transferred from the State Highway Account to the Transportation Debt Service Fund, the Transportation Bond Direct Payment Account, or any other fund or account for the purpose of payment of the debt service on transportation general obligation bonds, and would also prohibit loans of weight fee revenues to the General Fund. From committee: Filed with the Chief Clerk pursuant to Joint Rule 56. (February 1, 2016). SUPPORT 3/11/15 AB 194 (Frazier) This bill provides a uniform, less-political process for tolling projects to be reviewed and approved by the state. Today, each tolling project must be approved via a bill in the Legislature. AB 194 provides the California Transportation Commission (CTC) with the authority to review and approve tolling projects, subject to specified conditions that provide for public transparency and collaboration between state and regional governments. The most important aspect of this bill is it rests decision-making authority over tolling projects with the governmental entity financially responsible for the project. The bill is sponsored by the Self-Help Counties Coalition, of which the Commission is a member. Approved by the Governor. Chaptered by Secretary of State – Chapter 687, Statutes of 2015. (October 9, 2015). SUPPORT 3/11/15 AB 218 (Melendez) This bill allows for the relinquishment from state to local control of State Route 74 in the area between the cities of Lake Elsinore and Perris. This bill is sponsored by the county of Riverside and is championed by First District Supervisor and Commissioner Kevin Jeffries. Approved by the Governor. Chaptered by Secretary of State – Chapter 553, Statutes of 2015. (October 7, 2015). SUPPORT 3/11/15 AB 626 (Chiu and Low) This bill adds a significant degree of complexity to the Public Contract Code relating to claims by contractors and subcontractors on public works contracts. AB 626 establishes a claims resolution process for public works contracts entered into on or after January 1, 2017 that is supplemental to existing claims processes spelled out in state law. The bill provides specific deadlines for public agencies to meet when reviewing and formally responding to claims submitted by contractors. Opposition to AB 626 would be consistent with previous Commission actions on legislation that add costs, delays, risk, and complexity to transportation projects. In committee: Referred to APPR. suspense file. (August 1, 2106) OPPOSE Pending 176 Legislation/ Author Description Bill Status Position Date of Board Adoption AB 914 (Brown) AB 914 authorizes San Bernardino Associated Governments (SANBAG) to implement tolling on Interstate 10 and Interstate 15 within the County of San Bernardino. The bill contains language that requires cooperative agreements between SANBAG and the Commission prior to construction commencing on SANBAG’s I-15 project. Approved by the Governor. Chaptered by Secretary of State – Chapter 702, Statutes of 2015. (October 9, 2015). SUPPORT 4/08/15 AB 1171 (Linder) This bill authorizes the widespread use of an alternative contracting method known as construction manager/general contractor (CM/GC) for projects not on the state highway system. Like design-build, CM/GC offers a streamlined private sector risk-transfer in project delivery that is capable of saving time and money on complex transportation projects. In short, CM/GC allows a project sponsor (such as the Commission) to enter into a preconstruction contract with a private entity to provide services that assist in preparing a design and schedule for the project, while reserving the option to allow that contractor to bid on the actual construction of the project. Approved by the Governor. Chaptered by Secretary of State – Chapter 413, Statutes of 2015. (October 1, 2015). SUPPORT 4/08/15 AB 1569 (Steinorth) This bill provides an exemption from the California Environmental Quality Act (CEQA) for inspection, maintenance, repair, rehabilitation, or removal of transportation projects, such as highways, roads, bridges, culverts, tunnels, transit systems, bike, and walkways. Auxiliary lane additions also qualify for the exemption if it is within existing right of way and the areas surrounding the right of way are returned to their original condition after the project is complete. Although these projects are exempted from CEQA, the project sponsor must still notify public agencies with authority over the project and comply with any local laws. These projects are not exempted from the Porter- Cologne Water Quality Control Act, the California Endangered Species Act, and other state and federal laws. In committee: Set, second hearing. Failed passage. Reconsideration granted. (April 4, 2016). SUPPORT 4/13/16 AB 1780 (Medina) This bill, beginning in the 2016–17 fiscal year, would continuously appropriate 25 percent of the annual proceeds of the fund to the California Transportation Commission for the Sustainable Trade Corridors Program, which the bill would establish, thereby making an appropriation. In committee: Set, first hearing. Referred to APPR. suspense file. (April 20, 2016). In committee: Held under submission. (May 27, 2016). SUPPORT 3/09/16 177 Legislation/ Author Description Bill Status Position Date of Board Adoption AB 1833 (Linder) This bill seeks three distinct policies that would create greater efficiencies in delivering transportation projects: Create an advanced mitigation program at Caltrans similar in concept to Riverside County’s Multiple-Species Habitat Conservation Plan; remove the sunset date on California’s participation in the federal program that allows the State to assume responsibility for review of federal environmental documents; and authorizes the State to participate in the new pilot program that allows States to substitute state environmental laws, such as the CEQA in lieu of NEPA. In committee: Set, first hearing. Referred to APPR. suspense file. (May 11, 2016). In committee: Held under submission. (May 27, 2016). SUPPORT 3/09/16 AB 1889 (Mullin) This bill clarifies existing law related to the California High Speed Rail project and previous appropriations by the State Legislature to fund construction of high speed rail. AB 1889 makes an important clarification that bookend projects are part of the blended high speed rail system and therefore eligible to receive Prop. 1A state bond funds. In committee: Referred to APPR. suspense file. (August 1, 216). SUPPORT Pending AB 1943 (Linder) This bill provides technical amendments to a previous bill sponsored by the Commission in 2014, SB 953 (Roth) providing the Commission with authority to establish parking regulations at its rail stations. Legislature edits to the bill’s language prevented the Commission from enforcing parking regulations. AB 1943 clarifies the law with its amendments and provides the Commission with the power to establish and enforce its rules. The bill also allows the Commission to use a third-party private party to cite and tow violators. Re-referred to Com. on TRANS. Pursuant to Assembly Rule 77.2. (August 1, 2016). SPONSOR 3/09/16 AB 2014 (Melendez) This bill would require the Department of the California Highway Patrol, in coordination with the Department of Transportation and in consultation with regional and local entities, to complete a workload study to assess resource needs to supervise existing and expanded freeway service patrols identified by regional and local entities and to submit the study to the Senate Committee on Budget and Fiscal Review and the Assembly Committee on Budget. The bill would also require the departments to prepare their annual budget requests to the Legislature to accommodate the Department of the California Highway Patrol’s oversight of increased freeway service patrols identified in the study. In committee: Held under submission. (May 27, 2016). SPONSOR 3/09/16 178 Legislation/ Author Description Bill Status Position Date of Board Adoption AB 2170 (Frazier) This bill is similar to AB 1780 (Medina) in that it directs new sources of funding to the successful TCIF program. AB 2170 directs federal formula funding for goods movement into the TCIF program. The Fixing America’s Surface Transportation (FAST) Act, approved by Congress in 2015, creates a new formula funding program for freight projects. The funds are apportioned to the states. This bill ensures that funding is distributed equitably throughout the state where regional governments such as the Commission will have a voice at the table. Read second time and amended. Re-referred to Com. on APPR. (August 2, 2016). In committee: Hearing postponed by committee. (August 8, 2016). SUPPORT 3/09/16 AB 2452 (Quirk) This bill proposes a helpful reform to the California Environmental Quality Act (CEQA) that would limit the exposure of transportation projects to delays and costly litigation. AB 2452 by East Bay Assemblyman Bill Quirk would prohibit a judge from stopping the construction or implementation of a transportation project on solely on the basis of the project’s potential contributions to greenhouse gas (GHG) emissions. From committee: Be re- referred to Com. on A. & A.R. Re-referred. (Ayes 11. Noes 0.) (April 14). Re-referred to Com. on A. & A.R. (April 14, 2016). SUPPORT 3/09/16 AB 2783 (E. Garcia) This bill directs the Strategic Growth Council (SGC) to amend the guidelines for the Affordable Housing Sustainable Communities (AHSC) program. The AHSC program is funded from Greenhouse Gas Reduction Funds (GGRF), otherwise known as cap and trade. AB 2783 allows projects in rural areas to meet lower housing density thresholds more consistent with rural development patterns. Current guidelines place rural areas of Riverside County at a competitive disadvantage for AHSC funding because Riverside County and the cities surrounding local rural areas are considered urban or suburban by the current program guidelines. Urban and suburban areas are required to have housing densities higher than what the market will typically support in a rural area. In committee: Set, first hearing. Failed passage. Reconsideration granted. (June 29, 2016). SUPPORT IN CONCEPT, SEEK AMENDMENTS 4/13/16 SB 39 (Pavley) This bill raises the maximum number of green stickers issued by the Department of Motor Vehicles (DMV) for plug-in hybrid vehicles, which allow those vehicles to travel in high-occupancy vehicle (HOV) lanes regardless of the number of occupants. SB 39 raises the cap to 85,000. . This bill represents a 112 percent increase in green stickers over a two-year period. The green sticker program expires on January 1, 2019. Referred to Com. On TRANS. (May 22, 2015). OPPOSE 6/10/15 SB 321 (Beall) This bill allows the BOE to adjust the price-based excise tax using a five-year forecast period instead of just a one-year period, thereby reducing the impact of short-term disruptions in fuel prices. SB 321 also extends the revenue- neutrality requirement to cover a three-year period instead of just one year, offering another opportunity for the BOE to smooth-out dramatic revenue swings. Finally, the bill allows the BOE to adjust the price-based excise tax every quarter, rather than once per year. Ordered to inactive file on request of Senator Beall. (June 27, 2016). SUPPORT 3/11/15 179 Legislation/ Author Description Bill Status Position Date of Board Adoption SB 885 (Wolk) Sponsored by the American Council of Engineering Companies, this bill would significantly increase litigation and financial exposure for entities that contract with design professionals by limiting the contractor’s duty to defend claims against their projects. By forbidding project owners from requiring design professionals to defend litigation against projects on which they worked, SB 885 will cause project owners to stand-in to defend the contractor’s work and then retroactively seek compensation from the contractor if the design professional is found at fault. The bill would create legal special treatment for a certain type of company, leading to inequity in who is responsible for defending lawsuits. The Commission relies heavily on the private sector for design services, which provides many benefits to the Commission, including, but not limited to: cost savings, efficiencies, and risk transfer. SB 885 would diminish these benefits of contracting for design services by requiring Riverside County taxpayers to accept the costs and risks of defending a private contractor’s work and then initiating further litigation to recoup those costs from the contractor. June 28 set for first hearing canceled at the request of author. (July 12, 2016). OPPOSE 5/23/16 SB 901 (Bates) This bill creates an advanced mitigation program at Caltrans to account for the future impacts on the environment from transportation projects. This concept is similar to Riverside County’s Multiple Species Habitat Conservation Plan and the California Transportation Commission’s annual report recommendations to the Legislature. SB 901 is similar to AB 1833 (Linder), which the Commission took action to support in March 2016, and is consistent with the Commission’s legislative platform which encourages policies that expedite projects and reduce costs. SB 901 is slightly different in that it calls for $30 million to be taken from the State Transportation Improvement Program (STIP) and State Highway Operations Preservation and Protection (SHOPP) program to pay for the advanced mitigation program. April 5 hearing postponed by committee. (March 23, 2016). SUPPORT 4/13/16 180 Legislation/ Author Description Bill Status Position Date of Board Adoption SB 1197 (Cannella) This bill allows for the expansion of intercity passenger rail service beyond the boundaries of the three existing joint powers authorities (JPAs) that operate intercity rail service today. Current law establishes the Los Angeles-San Diego- San Luis Obispo (LOSSAN) JPA and authorizes the state to contract with the JPA to operate the popular Pacific Surfliner Amtrak route. The Commission is a member agency of the LOSSAN JPA. This bill would provide the opportunity for the future Coachella Valley-San Gorgonio Pass intercity rail corridor to be operated by LOSSAN. While the governance of the Coachella Valley-San Gorgonio Pass service has not been fully vetted at this point in time, SB 1197 creates an opportunity that could be utilized in the future if it is determined by the Commission and the other LOSSAN member agencies it is best to incorporate the new corridor into the existing JPA, rather than creating a new agency or allowing Caltrans Division of Rail to operate the service. April 19 hearing postponed by committee. (April 14, 2016). SUPPORT 4/13/16 H.R. 2497 (Denham) H.R. 2497 creates a program to be administered by the U.S. Secretary of Transportation that eliminates duplicative environmental reviews and approvals of transportation projects under state and federal laws. Importantly, the bill sets a 90-day deadline for the Secretary to render a decision on applications for the program. Referred to House subcommittee on Highway and Transit. (May 22, 2015). Referred to House subcommittee on Water Resources and Environment. (May 22, 2015). SUPPORT 9/9/15 H.R. 4441 Reauthorization of the Federal Aviation Administration (FAA), known as the Aviation Innovation, Reform, and Reauthorization Act Ordered to be Reported (Amended) by the Yeas and Nays: 34 - 25. (February 11, 2016). SEEK AMENDMENTS 3/09/16 181