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02 February 26, 2018 Budget & ImplementationComments are welcomed by the Commission. If you wish to provide comments to the Commission, please complete and submit a Speaker Card to the Clerk of the Board. MEETING AGENDA Budget and Implementation Committee Time: 9:30 a.m. Date: February 26, 2018 Location: BOARD ROOM County of Riverside Administration Center 4080 Lemon St, First Floor, Riverside CA 92501 COMMITTEE MEMBERS Jan Harnik, Chair / Kathleen Kelly, City of Palm Desert Rusty Bailey, Vice Chair/ Andy Melendrez, City of Riverside Lloyd White / Nancy Carroll, City of Beaumont Jim Hyatt / Linda Molina, City of Calimesa Randall Bonner / Vicki Warren, 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 / Russ Brown, City of Hemet Dana Reed / To Be Appointed, City of Indian Wells Bob Magee / Natasha Johnson, City of Lake Elsinore Rick Gibbs / Jonathan Ingram, City of Murrieta Michael Naggar / Matt Rahn, 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-00046 RIVERSIDE COUNTY TRANSPORTATION COMMISSION BUDGET AND IMPLEMENTATION COMMITTEE www.rctc.org AGENDA* *Actions may be taken on any item listed on the agenda 9:30 a.m. Monday, February 26, 2018 BOARD ROOM County of Riverside Administrative Center 4080 Lemon Street, First 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. ROLL CALL 3. PLEDGE OF ALLEGIANCE 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 February 26, 2018 Page 2 5. APPROVAL OF MINUTES – NOVEMBER 27, 2017 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 six months ended December 31, 2017; and 2) Forward to the Commission for final action. 7B. QUARTERLY INVESTMENT REPORT Page 11 Overview This item is for the Committee to: 1) Receive and file the Quarterly Investment Report for the quarter ended December 31, 2017; and 2) Forward to the Commission for final action. 8. PROPOSED POLICY GOALS AND OBJECTIVES FOR FISCAL YEAR 2018/19 BUDGET Page 95 Overview This item is for the Committee to: 1) Review and approve the proposed Commission Policy Goals and Objectives for the Fiscal Year 2018/19 Budget; 2) Review and approve the Fiscal Accountability Policies for the FY 2018/19 Budget; and 3) Forward to the Commission for final action. Budget and Implementation Committee February 26, 2018 Page 3 9. REFINANCING OF 2009 SERIES B AND C SALES TAX REVENUE BONDS AND TERMINATION OF SWAP Page 102 Overview This item is for the Committee to: 1) Receive and file the presentation regarding the refinancing of the 2009 Series B and C Sales Tax Revenue Variable Rate Demand Bonds (2009 B&C Bonds) with the issuance of the 2018 Series A Sales Tax Revenue Refunding Bonds (2018 Refunding Bonds) and termination of the Bank of America, N.A. (BANA) swap; 2) Approve the termination of the interest rate swap with BANA in the currently outstanding notional amount of $70.8 million at an estimated termination cost of approximately $7.4 million (as of February 14, 2018 market conditions); 3) Approve the refunding of the 2009 B&C Bonds, currently outstanding in the amount of $70.8 million which is integrated with the BANA swap; 4) Adopt Resolution No. 18-002, “Resolution Authorizing the Issuance and Sale of Not to Exceed $70,800,000 Aggregate Principal Amount of Riverside County Transportation Commission Sales Tax Revenue Refunding Bonds (Limited Tax Bonds) in One or More Series, the Refunding of Outstanding Bonds, the Execution and Delivery of a Ninth Supplemental Indenture, a Purchase Contract, an Official Statement and a Continuing Disclosure Agreement, and the Taking of All Other Actions Necessary in Connection Therewith”; 5) Approve the proposed form of the Official Statement for the issuance of not to exceed $70.8 million in 2018 Refunding Bonds and authorize the Executive Director to approve and execute the printing and distribution of the final Official Statement; 6) Approve the proposed form of the Continuing Disclosure Agreement related to the 2018 Refunding Bonds, by and 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 proposed form of the Ninth Supplemental Indenture for the 2018 Refunding Bonds, by and 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 Ninth Supplemental Indenture; 8) Approve the proposed form of the Bond Purchase Agreement between the Riverside County Transportation Commission and Merrill Lynch, Pierce, Fenner & Smith Incorporated (BofAML), as Underwriter Representative acting on behalf of itself and Goldman, Sachs & Co. (Goldman), (collectively the Underwriters), for the 2018 Refunding Bonds and authorize the Chief Financial Officer to approve and execute the final Bond Purchase Agreement; Budget and Implementation Committee February 26, 2018 Page 4 9) Approve the estimated costs of issuance, including estimated underwriter’s discount, of $517,000 to be paid from the bond proceeds; 10) Approve Agreement No. 04-19-029-12, Amendment No. 12 to Agreement No. 04-19-029-00, with Fieldman Rolapp & Associates, Inc. (Fieldman) for financial advisory services related to the issuance of the 2018 Refunding Bonds and the termination of the BANA swap for an additional amount not to exceed $67,500; 11) Approve Agreement No. 05-19-510-14, Amendment No. 14 to Agreement No. 05-19-510-00, with Orrick, Herrington, & Sutcliffe LLP (Orrick) for bond counsel services related to the issuance of the 2018 Refunding Bonds and the termination of the BANA swap for an additional amount of $115,000 and a total amount not to exceed $2,965,000; 12) Approve Agreement No. 09-19-072-12, Amendment No. 12 to Agreement No. 09-19-072-00, with Norton Rose Fulbright US LLP (Norton Rose) for disclosure counsel services related to the issuance of the 2018 Refunding Bonds and the termination of the BANA swap for an additional amount of $45,000 and a total amount not to exceed $857,600; 13) Approve adjustments to the FY 2017/18 budget in the amounts of $74,930,000 to increase sources related to the issuance of refunding bonds and $78,763,000 to increase uses related to the use of the refunding bond proceeds; and 14) Forward to the Commission for final action. 10. STATE AND FEDERAL LEGISLATIVE UPDATE Page 112 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 1759 (McCarty) – Oppose; b) AB 1905 (Grayson) – Support; c) SB 1262 (Newman) – Support; and 3) Forward to the Commission for final action. Budget and Implementation Committee February 26, 2018 Page 5 11. RIVERSIDE COUNTY 2019 FEDERAL TRANSPORTATION IMPROVEMENT PROGRAM FINANCIAL RESOLUTION Page 120 Overview This item is for the Committee to: 1) Approve Resolution No. 18-003, “Resolution of the Riverside County Transportation Commission Certifying Riverside County has Resources to Fund Projects in the Federal Fiscal Years 2018/19 Through 2023/24 Transportation Improvement Program and Affirming Commitment to Implement All Projects in the Program”; and 2) Forward to the Commission for final action. 12. ELECTION OF OFFICERS FOR THE BUDGET AND IMPLEMENTATION COMMITTEE Page 128 Overview This item is for the Budget and Implementation Committee to conduct an election of officers for 2018 – Chair and Vice Chair. 13. ITEM(S) PULLED FROM CONSENT CALENDAR AGENDA 14. 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. 15. ADJOURNMENT The next Budget and Implementation Committee meeting is scheduled to be held at 9:30 a.m., Monday, March 26, 2018, Board Chambers, First Floor, County Administrative Center, 4080 Lemon Street, Riverside. AGENDA ITEM 5 MINUTES RIVERSIDE COUNTY TRANSPORTATION COMMISSION BUDGET AND IMPLEMENTATION COMMITTEE Monday, November 27, 2017 MINUTES 1. CALL TO ORDER The meeting of the Budget and Implementation Committee was called to order by Chair Jan Harnik at 9:33 a.m., in the Board Room at the County of Riverside Administrative Center, 4080 Lemon Street, First Floor, Riverside, California, 92501. 2. ROLL CALL Members/Alternates Present Members Absent Randall Bonner Steven Hernandez Rick Gibbs John Tavaglione Jan Harnik Jim Hyatt Shelley Kaplan Linda Krupa Bob Magee Scott Matas Andy Melendrez Michael Naggar Dana Reed Chuck Washington Lloyd White* *Arrived after the meeting was called to order 3. PLEDGE OF ALLEGIANCE Commissioner Andy Melendrez led the Budget and Implementation Committee in a flag salute. 4. PUBLIC COMMENTS There were no requests to speak from the public. RCTC Budget and Implementation Committee Minutes November 27, 2017 Page 2 5. APPROVAL OF MINUTES – OCTOBER 23, 2017 M/S/C (Krupa/Gibbs) to approve the minutes of October 23, 2017 meeting as submitted. 6. ADDITIONS / REVISIONS There were no additions or revisions to 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. M/S/C (Gibbs/Krupa) to approve the following Consent Calendar item(s): 7A. QUARTERLY FINANCIAL STATEMENTS 1) Receive and file the Quarterly Financial Statements for the three months ended September 30, 2017; and 2) Forward to the Commission for final action. 7B. QUARTERLY SALES TAX ANALYSIS 1) Receive and file the sales tax analysis for Quarter 2, 2017 (2Q 2017); and 2) Forward to the Commission for final action. 7C. QUARTERLY INVESTMENT REPORT 1) Receive and file the Quarterly Investment Report for the quarter ended September 30, 2017; and 2) Forward to the Commission for final action. 7D. ANNUAL INVESTMENT POLICY REVIEW 1) Adopt Resolution No. 17-017, “Resolution of the Riverside County Transportation Commission Regarding the Revised Investment Policy”; 2) Adopt the revised annual Investment Policy; and 3) Forward to the Commission for final action. RCTC Budget and Implementation Committee Minutes November 27, 2017 Page 3 7E. ADOPT RESOLUTION NO. 17-018 “A RESOLUTION OF THE RIVERSIDE COUNTY TRANSPORTATION COMMISSION SUPERSEDING RESOLUTION NO. 05-012 AND ADOPTING AN UPDATED POLICY DESIGNATING OFFICIALS AUTHORIZED TO EXECUTE AGREEMENTS, ORDINANCES, AND RESOLUTIONS” 1) Adopt Resolution No. 17-018, “A Resolution of the Riverside County Transportation Commission Superseding Resolution No. 05-012 and Adopting an Updated Policy Designating Officials Authorized to Execute Agreements, Ordinances, and Resolutions”; and 2) Forward to the Commission for final action. 8. REVISIONS TO THE PROCUREMENT POLICY MANUAL Theresia Trevino, Chief Financial Officer, presented the revisions to the Commission’s Procurement Policy Manual (PPM), highlighting the following areas: • PPM evolution; • 2017 PPM revisions; and • Next steps. In response to Commissioner Dana Reed’s question about receiving any inquiries from the Commission’s vendors about these revisions, Theresia Trevino replied there have been no inquiries. The changes are to follow the agreements more strictly based on the provisions. In response to Commissioner Reed’s clarification if there was a problem those contractors would have brought it to staff’s attention, Theresia Trevino replied she would assume they would have contacted the Commission. In response to Chair Harnik’s clarification how the PPM is publicized, Theresia Trevino replied several of the vendors review the Commission’s agendas and if a vendor had an issue regarding the PPM revisions they would have contacted staff after the publication of the agenda. Commissioner Reed noted those vendors have until December 13 to express any concerns about the PPM revisions. RCTC Budget and Implementation Committee Minutes November 27, 2017 Page 4 M/S/C (Washington/Naggar) to: 1) Approve the revised Riverside County Transportation Commission Procurement Policy Manual (PPM) for the procurement and contracting activities undertaken by the Commission, pursuant to legal counsel review as to conformance to state and federal law; 2) Adopt Resolution No. 17-016, “Resolution of the Riverside County Transportation Commission Regarding the Revised Procurement Policy Manual”; and 3) Forward to the Commission for final action. 9. 2018 STATE AND FEDERAL LEGISLATIVE PLATFORM AND FEDERAL LEGISLATIVE UPDATE Aaron Hake presented an update for the 2018 State and Federal Legislative Platform and the Federal legislative activities. At this time, Commissioner Lloyd White joined the meeting. Commissioner Michael Naggar expressed appreciation for a thorough staff report. He explained the Commission is in an interesting position concerning SB 1 and asked if it is appropriate to have a position paper that identifies if SB 1 is repealed what is at risk. Aaron Hake replied yes. In response to Commissioner Jim Hyatt’s question under support legislation that facilitates collection and remittance of sales tax on e-commerce if there is any legislation pending, Aaron Hake replied he is unaware of any specific legislation. He explained this is something the Self-Help Counties across California have been monitoring more closely in the last couple of years. Aaron Hake discussed the Commission’s concern as the percentage of retail sales declines relative to what is happening on line. Commissioner Hyatt explained it is important to cities and counties to be involved, as it would be important to the city of Calimesa for that sales tax to return to source and he suggested the Commission should follow it. Chair Harnik referred to Commissioner Naggar’s comment regarding the SB 1 repeal and asked Mr. Hake to provide additional information. Aaron Hake expressed this will be an effort the Commission will respond with facts on throughout the course of the year. As the California Transportation Commission (CTC) adopts more programs and distributes more funding staff will update the Commission when that occurs so it can be shared with the Commissioners on their networks. Staff is also looking at ways to get that factual message directly out to the public as well. RCTC Budget and Implementation Committee Minutes November 27, 2017 Page 5 Commissioner Dana Reed suggested as a follow up to Chair Harnik’s comment to work with legal counsel before the next Commission meeting to take a position in opposition to a potential ballot measure. He stated if legal counsel agrees to put on a future agenda opposition to repeal SB 1. Aaron Hake replied staff would evaluate that. Commissioner Andy Melendrez referred to the refunding and stated why Congress would want to prevent agencies or Commissions from doing that. The Commission issued the bonds, the Commission pays and manages it, and if there were an opportunity to refinance there should be no harm in doing that. Aaron Hake clarified it is a provision that would eliminate the tax exempt status of the bond. The problem occurs when the investor cannot get that tax exempt deal and less probable they will invest and it would drive the Commission’s interest rate higher. Aaron Hake explained they are looking at ways to pay for the other things in SB 1, which is called the “pay for”. He then discussed the reason for eliminating the tax exempt status. Commissioner Melendrez suggested the cities and counties needs to get together on this and move it to the Federal level as it hurting local cities, the County, and the state overall if e-commerce taxes are not being collected. Chair Harnik expressed appreciation as she takes these staff reports back to the city for discussion, as they are so in depth and easy to understand. M/S/C (Gibbs/Kaplan) to: 1) Adopt the following bill position: a) H.R. 1 – Seek amendments; 2) Adopt the Commission’s 2018 State and Federal Legislative Platform; and 3) Forward to the Commission for final action. 10. REFUNDING OF 2010 SERIES A AND 2013 SERIES A SALES TAX REVENUE BONDS Theresia Trevino presented the Debt Financing Program and the proposed financing, highlighting the following: • A history of innovative financing • Municipal bonds basics and the process to issue bonds • RCTC’s financing team and their roles • Plan of finance: Use of bond proceeds • Bond issue considerations includes: Interest rate, structure, and pricing RCTC Budget and Implementation Committee Minutes November 27, 2017 Page 6 • Bond issue examples for Sales Tax Revenues Bonds, Series 2013A, Series 2017A, and a chart illustration of RCTC’s current debt profile • How RCTC’s bonds are issued and what happens after bonds are issued • Tax reform risks • Advance refunding opportunity and escrows • Financing documents • Advance refunding accelerated timeline Commissioner Gibbs expressed appreciation for a well-presented report and stated this is obviously a great thing to do. He explained the real question is and he assumed that the advance refunding is a provision that stays in the house in senate versions of the bill and what happens if the Commission goes through all this and they get the bill passed. Theresia Trevino replied from reading the bill language and discussing it with the Commission’s legislative advocate as well as all the advisors is that the bill has a date that would eliminate the potential to do advance refundings after December 31, 2017. In response to Commissioner White’s clarification this sale is not to exceed $410 million, Theresia Trevino replied yes and it is a combination from the $37 million from the 2010 Bonds and the $374 million of the 2013 Bonds that would be refunded. She explained the Commission would not issue any more than $410 million since it would increase that outstanding debt and the purpose is to reduce it. Commissioner White expressed concern with US Bank being responsible for maintaining records. He explained the city of Beaumont was in the process of discovery to determine where the funds went and to prepare the city for a major negotiation through the Western Riverside County of Governments (WRCOG) lawsuit. He stated the city of Beaumont requested for their records from US Bank for 8-10 months and finally had to issue a legislative subpoena. Commissioner White expressed US Bank not only had problems with its records but were also issuing funds directly to vendors and not to the city of Beaumont. Commissioner White expressed he cannot support staff’s recommendation due to the issues with US Bank. Anne Mayer expressed appreciation to Commissioner White for discussing his concerns, she stated as Theresia Trevino mentioned the Commission has been with US Bank as a provider for a number of years, and is an approved contractor. The Commission has not been experiencing similar type of concerns and Ms. Trevino as the Chief Financial Officer is responsible for making sure all the Commission’s controls and processes are in place and staff will certainty follow up. RCTC Budget and Implementation Committee Minutes November 27, 2017 Page 7 Commissioner Dana Reed expressed appreciation the report was very well prepared and stated to be able to put this together in a very short amount of time is exemplary. He explained the total cost to the Commission for implementing this is about $1.6 million and the cash flow savings over the term of the bonds is about $49 million, which sounds like a good return on investment. Commissioner Reed inquired if the disclosure counsel Norton Rose Fulbright US LLP (Norton Rose) is a law firm that is intimately familiar with the Commission’s activities and can rely on their work product to protect the Commission. Theresia Trevino replied yes and stated Norton Rose has been involved in the Commission’s financings for several years. Norton Rose does a very thorough process to ensure all the disclosures in the Official Statement are correct and staff and the financial team works with Norton Rose and provides comments. She reminded the Budget and Implementation Committee members the Official Statement is the Commission’s responsibility and can rely on the professional experts on the team to help ensure the Commission’s disclosures are appropriate. Commissioner Bob Magee requested staff address Commissioner White’s comments and concerns in the staff report that goes to the December Commission meeting and include how to ensure that situation does not replicate itself. Commissioner Jim Hyatt stated in reference to the city of Beaumont and understanding Commissioner White’s concerns, he heard from Ms. Mayer that controls are important with US Bank. He explained his understanding with US Bank is that their controls allowed a single signature employee to remove funds and asked if this could happen at the Commission level with US Bank. Theresia Trevino explained the Commission submits requisitions with her signature, but it goes through a process with her staff and it has an attachment of the vendor payments being included in that requisition. Ms. Trevino expressed the Commission is very transparent in its disclosures and in the annual financial statements. She stated including a supplementary statement a few years ago, that summarizes how the bond proceeds were used. Beginning in January 2018 because of state legislation there is a new debt reporting requirement through the State Treasurer’s Office. She also stated that for the major project financings there is another signature done by the independent engineer. In response to Commissioner Hyatt’s question for the major project requests there has to be an engineers’ approval also, Theresia Trevino replied before the requisition can be submitted as that is required in the terms and conditions on the indentures. Commissioner Hyatt stated he is uncertain what happened to US Bank and suggested it was a control issue there from what has been heard as a neighboring city. He explained if the Commission has those kind of controls in place then he is comfortable especially with the length of service from US Bank. RCTC Budget and Implementation Committee Minutes November 27, 2017 Page 8 Commissioner White referred to Commissioner Hyatt’s comments and concurred the city of Beaumont had some serious lack of internal control issues. He explained in this case the controls were US Banks and they did send the funds to the independent engineer, which was Urban Logic. Commissioner White discussed Commissioner Hyatt’s concern about the lost recovery money from a previous Commission meeting that he assumed would be coming to the city of Calimesa would support and defend a possible target of that lost recovery. He suggested the full Commission should discuss this bond issue. In response to Commissioner Melendrez’s question about how often there are Commission’s audits, Theresia Trevino replied the Commission undergoes an external audit by a nationally recognized CPA firm. The Audit Ad Hoc Committee is meeting directly following this meeting to review the results of the audit, which will be forwarded to the December Commission meeting. She explained if there were any concerns, the auditor’s would relay those in their required communications to the Board. She discussed how the auditors deal with the Commission’s financings and the early warnings from the State Treasurer’s Office about additional reporting. In response to Chair Harnik’s clarification, Theresia Trevino replied the Commission had underwriters both that have been part of the Commission’s team and those that want to be on the Commission’s team. She explained they often come to staff proposing how refunding could achieve the savings being looked at and that is why she felt the Commission was in a good position to activate the team. She stated with an almost $50 million cash flow savings is real and it could help a project and it had to be acted on and at this point most of the indications are it is in both in the house and senate bills and they would have to replace it with somewhat of a similar cost. Chair Harnik clarified with regard to the staff recommendation there was an additional request from Commissioner Magee and asked him to clarify the motion. Commissioner Magee made the motion to approve staff recommendations and add a request that Commissioner White’s concerns be thoroughly addressed, and that staff be prepared to back up their recommendation as to what Commissioner White stated. In response to Chair Harnik’s clarification this is an amendment to motion already made, Commissioner Magee concurred. M/S/C (Gibbs/Kaplan) to: 1) Receive and file the presentation regarding the issuance of the 2017 Series B Sales Tax Revenue Refunding Bonds (2017B Refunding Bonds); RCTC Budget and Implementation Committee Minutes November 27, 2017 Page 9 2) Approve the refunding of a portion of the 2010 Series A Sales Tax Revenue Bonds (2010A Bonds) and 2013 Series A Sales Tax Revenue Bonds (2013A Bonds), outstanding in the aggregate principal amounts of $37,630,000 and $462,200,000, respectively; 3) Adopt Resolution No. 17-015, “Resolution Authorizing the Issuance and Sale of Not to Exceed $410,075,000 Aggregate Principal Amount of Riverside County Transportation Commission Sales Tax Revenue Refunding Bonds (Limited Tax Bonds) in One or More Series, the Refunding of Outstanding Bonds, the Execution and Delivery of an Eighth Supplemental Indenture, a Purchase Contract, an Official Statement, a Continuing Disclosure Agreement and One or More Escrow Agreements, and the Taking of All Other Actions Necessary in Connection Therewith”; 4) Approve the draft preliminary Official Statement for the issuance of not to exceed $410,075,000 in 2017B Refunding Bonds and authorize the Executive Director to approve and execute the printing and distribution of the final Official Statement; 5) Approve the draft Continuing Disclosure Agreement related to the 2017B 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; 6) Approve the draft Eighth Supplemental Indenture for the 2017B 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 Eighth Supplemental Indenture; 7) Approve the draft form of the Bond Purchase Agreement between the Riverside County Transportation Commission and Goldman, Sachs & Co. (Goldman), as Underwriter Representative acting on behalf of itself and Merrill Lynch, Pierce, Fenner & Smith Incorporated (BofAML); Barclays Capital Inc. (Barclays); Academy Securities (Academy); and Fidelity Capital Markets (Fidelity), (collectively the Underwriters), for the 2017B Refunding Bonds and authorize the Chief Financial Officer to approve and execute the final Bond Purchase Agreement; 8) Approve the draft form of Escrow Agreement between the Commission and US Bank, as Escrow Agent; 9) Approve the estimated costs of issuance of $625,000 and underwriters’ discount of $1,075,000 to be paid from the bond proceeds; 10) Approve Agreement No. 05-19-510-13, Amendment No. 13 to Agreement No. 07-31-14-00, with Orrick, Herrington, & Sutcliffe LLP (Orrick) for bond counsel services related to the issuance of the 2017B Refunding Bonds for an additional amount of $100,000 and a total amount not to exceed $2,850,000; RCTC Budget and Implementation Committee Minutes November 27, 2017 Page 10 11) Request to research Commissioner White’s concerns and provide additional information to the Commission; and 12) Forward to the Commission for final action. No: White 11. SB 132 AGREEMENT FOR HAMNER AVENUE BRIDGE REPLACEMENT Shirley Medina, Planning and Programming Director, presented the details for the SB 132 agreement for Hamner Avenue Bride replacement, she also displayed a map that depicted the SB 132 Projects. M/S/C (Gibbs/Naggar) to: 1) Approve Agreement No. 18-31-074-00 with Riverside County (County) and the cities of Eastvale and Norco for the Hamner Avenue Bridge Replacement project that received an allocation of SB 132 funds; 2) Authorize the Executive Director, pursuant to legal counsel review, to execute the agreement and any future amendments considered minor, with the exception of changes to funding of non-SB 132 funds; and 3) Forward to the Commission for final action. 12. SB 1 LOCAL PARTNERSHIP PROGRAM PROJECT NOMINATIONS Shirley Medina presented the SB 1 Local Partnership Program (LPP) project nominations, highlighting the following areas: • LPP objective and LLP divided into two programs: Formula and competitive • LLP call for projects, applications due, and CTC adoption • LLP – Formula and competitive – Eligible agencies, funding, eligible components, and match • LLP eligible projects • LLP considerations – CTC encouraging allocating and delivering projects early, Commission past practice is to program funds for construction, and SB 1 Repeal effort • LLP formula project nominations – 71/91 Interchange Connector, 91 HOV/Pachappa Underpass, and Temescal Canyon widening projects • LLP competitive project nomination – I-15 Railroad Canyon Interchange project • LLP formula and competitive project nomination • A map depicting the LLP projects RCTC Budget and Implementation Committee Minutes November 27, 2017 Page 11 • Upcoming SB 1 Program Cycles – Trade Corridors Enhancement program for FY 2017/18 – 2019/20, and solutions for congested corridors for FYs 2017/18 – 2020/21 • All SB 1 cycles – SB 1 will need to align with state goals At this time, Commissioners Chuck Washington left the meeting. Commissioner Naggar recused himself due to a conflict and left the meeting. Commissioner Reed suggested including the LLP projects map in this agenda item when it goes to the December Commission meeting. He clarified if the Pachappa project is for the overpass or underpass as it is referred both ways in the staff report. Shirley Medina confirmed it is the Pachappa Underpass project. M/S/C (Gibbs/White) to: 1) Approve the project nominations for the SB 1 Local Partnership Program (LPP) programs comprised of: a) LPP Formula: 71/91 Interchange, State Route 91 High Occupancy Vehicle (91 HOV)/Pachappa Overpass, and Temescal Canyon Road Widening projects; and b) LPP Competitive: Interstate 15/Railroad Canyon; 2) Approve match funds by programming $2 million of 2009 Measure A Western County (WC) Highway and/or New Corridor funds for the Commission’s 71/91 Interchange project and $7.3 million of 2009 Measure A Western County Regional Arterial (MARA) funds for the County of Riverside’s (County) Temescal Canyon Road Widening project; 3) Submit the project nominations to the California Transportation Commission (CTC) by the application deadline of December 15, 2017 for the LPP Formula program and January 30, 2018 for the LPP Competitive program; 4) Direct staff to include project amendments to reflect SB 1 LPP funding in the Federal Transportation Improvement Program; 5) Authorize the Executive Director, pursuant to legal counsel review and upon CTC adoption of the LPP Formula program of projects and CTC approval of the LPP Competitive program of projects, to execute amendments to the following agreements as required for programming SB 1 LPP and match funding: a) Agreement No. 08-31-033-00 with Caltrans for the 71/91 Interchange project; RCTC Budget and Implementation Committee Minutes November 27, 2017 Page 12 b) Agreement No. 16-31-045-00 with Caltrans for the 91 HOV/Pachappa Overpass project construction; and c) Agreement No. 17-72-109-00 with the County for the Temescal Canyon Road Widening project, as the County will be the implementing agency; and 6) Forward to the Commission for final action. No: Naggar 13. ITEM(S) PULLED FROM CONSENT CALENDAR AGENDA There were no items pulled from the consent calendar. 14. COMMISSIONERS / EXECUTIVE DIRECTOR REPORT 14A. Anne Mayer announced: • Reminded the Commissioners to submit their 2018 Appointment/Reappointment forms by December 11; • Reminded the Commissioners to submit their Commission Workshop forms; • Reminded the Commissioners the I-15 Ground Breaking Ceremony will be held on December 6 in the city of Norco; • The CTC will be in Riverside on December 6 and 7 holding their meeting in the Board Room and a CTC Reception will be held the evening of December 6. 15. ADJOURNMENT There being no further business for consideration by the Budget and Implementation Committee, the meeting was adjourned at 11:03 a.m. Respectfully submitted, Tara Byerly Deputy Clerk of the Board AGENDA ITEM 7A Agenda Item 7A RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: February 26, 2018 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 six months ended December 31, 2017; and 2) Forward to the Commission for final action. BACKGROUND INFORMATION: During the first six months of the fiscal year, staff monitored the revenues and expenditures of the Commission. The attached financial statements present the revenues and expenditures for the first six months of the fiscal year. Period closing accrual adjustments are not included for revenues earned but not billed and expenditures incurred for goods and services received but not yet invoiced, as such adjustments are normally made during the year-end closing process. The operating statement shows the sales tax revenues for the second quarter at 31 percent of the budget. This is a result of Governmental Accounting Standards Board (GASB) Statement No. 33, Accounting and Financial Reporting for Nonexchange Transactions. GASB Statement No. 33 requires sales tax revenues to be accrued for the period in which it is collected at the point of destination or sale, as applicable. The California Department of Tax and Fee Administration collects the Measure A funds and remits these funds to the Commission after the reporting period for the businesses. This creates a two-month lag in the receipt of revenues by the Commission. Accordingly, these financial statements reflect the revenues related to collections for October 2017. On a cash basis, the Measure A and Local Transportation Fund sales tax revenues are 5.56 and 8.59 percent higher, respectively than the same period last year. State Transit Assistance fund receipts for the second quarter have not yet been submitted by the State Controller’s Office. Staff will continue to monitor the trends in the sales tax receipts and report to the Commission any necessary adjustments. 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. The negative revenue amounts for federal and state reimbursements reflect the reversal of FY 2016/17 accrued revenues at the beginning of FY 2017/18 in excess of amounts billed through the second quarter. Reimbursement invoices for expenditures through the second quarter will be prepared and submitted in the third quarter. During the FY 2017/18 budget process and as per the mid-year budget revision, the Commission took a conservative approach to estimate the Transportation Uniform Mitigation Fee (TUMF) revenues of $21 million passed through from the Western Riverside Council of Governments (WRCOG). The Commission received TUMF receipts through September 2017. The budgeted balance of $1,250,000 relates to TUMF zone reimbursements from WRCOG for the Interstate 15 interchange at Railroad Canyon in the city of Lake Elsinore. Toll revenues budgeted at $14 million represent projected toll transactions for the RCTC 91 Express Lanes based on the Riverside County 91 Express Lanes Extension Investment Grade Traffic and Revenue Report and 2013 financing assumptions. The operating statement shows toll revenues at 141 percent of the budget. Toll violations and fee revenues earned represent 135 percent of the budget. Other revenues include proceeds from the return of leased vehicles and the sale of excess land acquired in connection with the State Route 91 Project, carpool violation fines, and property management revenues generated from various Commission-owned properties. The Commission took a conservative approach in estimating investment income for FY 2017/18, as a result of flat interest yields on investment balances. Investment income is higher in the second quarter primarily as a result of the investment of sales tax revenue bond proceeds and increasing investment yields. The expenditure/expenses and other financing sources/uses categories are in line overall with the expectations of the budget with the following exceptions. • Professional services are under budget primarily due to unused budget authority for highway and rail general legal services, public outreach activities, and rail operations and development activities; • Support costs are under budget primarily due to unused budget authority for rail utilities and maintenance costs and toll operations and maintenances costs; • Program operations are under budget due to unused budget authority for the 91 Project and I-15 Express Lanes project activities; toll operations, motorist and commuter assistance program operations; and highway and rail program management; • Capital project expenditures are generally affected by lags in invoices submitted by contractors and consultants, as well as other issues encountered during certain phases of the projects. The negative expenditure amounts for construction reflect the reversal of FY 2016/17 accrued expenditures at the beginning of FY 2017/18, in excess of amounts 2 Agenda Item 7A paid through the second quarter. 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 unused budget authority relates to feasibility studies; • Local streets and roads are related to the timing of Measure A sales tax revenues as previously explained. These financial statements reflect expenditures made to the local jurisdictions related to collections through October 2017; • Regional arterial expenditures primarily represent expenditures for the 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. In July 2017, the Commission retired $30 million of outstanding commercial paper notes in connection with the issuance of the 2017 Sales Tax Revenue Bonds (2017 Bonds) for the I-15 Express Lanes project and 91 Project completion; • Debt service 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. On a quarterly basis, accrued interest on the 91 Project Transportation Infrastructure Finance and Innovation Act (TIFIA) loan and the 2013 Toll Revenue Bonds Series B (capital appreciation) is recorded in the RCTC 91 Express Lanes Enterprise Fund accounting records; however, such interest is not paid in the current year and is therefore not included in the FY 2017/18 budget. • Cost of issuance relates to the underwriters’ discount paid for the 2017A Bonds issued for the I-15 Express Lanes project, completion of the 91 Project, and retirement of outstanding commercial paper notes and the 2017B Refunding Bonds issued to refund all of the outstanding 2010A Bonds and a portion of the outstanding 2013A Bonds. Other costs incurred in connection with the bond issuance and refunding are reflected in professional services; • Payment to escrow agent relates to the advance refunding of all of the outstanding 2010A Bonds and a portion of the 2013A Bonds resulting from the federal tax reform legislation, which included provisions, among other changes, to no longer permit advance refundings of tax-exempt municipal debt after December 2017. This presented a significant risk to the Commission’s ability to lower the interest rates it pays on certain bonds by refunding them in advance of their call dates. • Capital outlay expenditures are under budget due to unused budget authority for station security improvements, office and property improvements for the I-15 Express Lanes project, and Commission office, network, hardware, and software improvements; • The Commission issued $158,760,000 of 2017A Bonds at a premium of $28.9 million to pay a portion of the costs of the I-15 Express Lanes project and completion of the 91 Project, retire $30 million of outstanding commercial paper notes, and pay costs of issuance, including the costs of the TIFIA loan related to the I-15 Express Lanes project. 3 Agenda Item 7A Additionally, the Commission issued $392,730,000 of 2017B Refunding Bonds at a premium of $80 million to refund outstanding 2010A Bonds and 2013A Bonds; and • The Commission entered into a loan agreement with the U.S. Department of Transportation for a $152.5 million TIFIA loan to pay eligible I-15 Express Lanes project costs. Proceeds of the TIFIA loan may be drawn upon after certain conditions have been met. During the second quarter, the Commission drew down $0 in TIFIA loan proceeds. During construction of the I-15 Express Lanes 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 June 2025, which is approximately five years after substantial completion of the I-15 Express Lanes project, through June 2055. Attachments: 1) Quarterly Project Status – December 2017 2) Quarterly Financial Statements – December 2017 4 RIVERSIDE COUNTY TRANSPORTATION COMMISSION QUARTERLY PROJECT STATUS 2ND QUARTER FOR SIX MONTHS ENDED 12/31/2017 FY 2017/18 BUDGET 2ND QUARTER EXPENDITURES Project Description Project Status 91 Project (P003028) $130,026,400 $26,403,617 The Design-Build contract has an actual reported progress of 99 percent as of December 31, 2017, with substantial completion occurring on March 20, 2017. The Commission has acquired and delivered all 197 Caltrans Parcel Numbers to the Design-Builder. Construction is complete on all 32 bridges and all 92 walls. All 90 utility relocations are complete. The under run of the FY 2017/18 budget at the second quarter is due to accrual reversals of expenditures in FY 2016/17 for the Design- Build contract ($16 million), utilities ($9 million) and the Army Corps of Engineers Reach 9 project ($2 million). The Commission remitted $30 million of the $42 million final settlement to the Design-Builder. The Systems Integration and Implementation Contract work is complete and payment of retention will be processed in the third quarter. The project connects with Orange County Transportation Authority’s tolled express lanes at the Orange County/Riverside County line and continues 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 91 Project 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. 91 Project development activities began in September 2007, construction work related to roadway and structures began in July 2014, and the toll lanes opened in March 2017. The total acquisition and construction cost of the 91 Project is estimated at $1.4 billion, including capitalized interest, debt service reserves, contingency, and cost of issuance. I-15 Express Lanes project (P003027) 127,210,000 37,098,809 The toll services contract was awarded in January 2017, the Design-Build contract was awarded in April 2017, and the project financing was completed in July 2017. A project office in Corona opened in August 2017. Eight of 11 Bridge Type Selection Reports have been approved. Civil construction work is complete on the project’s one utility relocation. Negotiations continue with BNSF Railway for the construction and maintenance agreement. All temporary construction easements for sound wall construction have been acquired. A groundbreaking ceremony was held on December 6, 2017. The under run of the FY 2017/18 budget at the second quarter is due to under runs in the Design-Build contract ($12 million) and the project construction and management (PCM)contract ($5 million). 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 2017 Base Case estimates the total project cost at $471 million, which includes $42 million of contingency. ATTACHMENT 1 5 FY 2017/18 BUDGET 2ND QUARTER EXPENDITURES Project Description Project Status 15/91 North Direct Connector (P003039) 6,620,000 277,042 In October 2017 the Commission approved an amendment to the existing I-15 PCM contract for ELC project approval and environmental document work. In November 2017 the Commission approved a contract with WSP USA, Inc. for ELC project management services. In January 2018 the Commission approved an amendment to the existing I-15 PCM contract for ELC PCM support. Staff continues work on the procurement of both a Toll Services Provider and a Design-Builder for the ELC project. The 15/91 Express Lane Connector (ELC) project constructs an express lanes median direct connector from southbound I-15 to westbound SR-91 and from eastbound SR-91 to northbound I-15 in the city of Corona. The project also adds tolled-express lanes in each direction of I-15 from the 15/91 ELC to Hidden Valley Parkway; adds a tolled-express lane in each direction of SR-91 from east of Lincoln Avenue to the 15/91 ELC; extends the tolled-express lane along eastbound SR-91 from I-15 to west of Promenade Avenue; and extends eastbound auxiliary lane along SR-91 from west of I-15 to west of Promenade Avenue. The project also includes the addition of a toll collection system infrastructure along I-15 and SR-91. The estimated project cost is $180 million and the project is funded by state funds allocated under Senate Bill 132 legislation. The project activities began in April 2017 and express lanes are expected to open to traffic in 2022. Mid County Parkway (P002302, P612302, & P002317) 25,441,000 5,162,317 The Commission approved the procurement for final design of the I-215 Placentia Interchange in November 2016 and notice to proceed was issued the same month. Staff secured approval with the Federal Highway Administration of the New Connection Report. Staff continues to work on the approval of the Compensatory Mitigation Plan with the U.S. Army Corps of Engineers. Staff started the work on the Cultural Landscape Study for cultural resources mitigation. The Commission acquired some of the mitigation land needed for the project. Staff continues to work on identifying the remaining mitigation land needed. Staff continues to work with state and federal agencies on permitting packages for the first construction contract. Settlement talks with plaintiffs challenging the environmental document continue. The environmental document for a new corridor from I- 215 to SR-79 was approved in April 2015. The first design package is anticipated to be completed in FY 2018/2019. 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. Pachappa Underpass project (P003038) 13,126,300 59,732 ROW acquisition continues as well as preparation and review of the Construction and Maintenance Agreement with Union Pacific Railroad (UPRR). A few remaining design issues are under discussion by Caltrans and UPRR. The project will remove the Pachappa shoofly activities and construct the retaining wall, drainage, and track work for the permanent Pachappa underpass; the project construction cost is estimated at $12 million. 6 FY 2017/18 BUDGET 2ND QUARTER EXPENDITURES Project Description Project Status Perris Valley Line and other rail projects (P003800, P003823, P003830, P003832, P003834) 23,109,600 (7,288,028) The Federal Transit Administration (FTA) awarded 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 limited notice to proceed in October 2013 and full notice following FTA approval of the Small Starts Grant Agreement. Active construction commenced in January 2014. Metrolink operations commenced in June 2016. Substantial completion was reached in September 2016. Final completion was reached on October 20, 2017. Claim mediation is scheduled in January 2018. The negative expenditure amounts in the second quarter represents accrual reversals of expenditures in FY 2016/17. The project extends 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. The estimated project cost is $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 $5 million) and related status. Capital project expenditures are generally affected by lags in invoices submitted by contractors and consultants, as well as issues encountered during certain phases of the projects. The capital projects budgets tend to be based on aggressive project schedules. 7 Revenues Sales tax 281,227,000$ 87,375,638$ (193,851,362)$ 31% Federal reimbursements 78,563,200 (3,055,774) (81,618,974)-4% State reimbursements 16,589,100 (109,917) (16,699,017)-1% Local reimbursements 7,515,100 209,538 (7,305,562)3% Transportation Uniform Mitigation Fee 22,250,000 5,888,330 (16,361,670)26% Toll revenues 13,987,600 19,702,607 5,715,007 141% Toll violations and fee revenues 2,848,200 3,839,615 991,415 135% Other revenues 2,128,700 847,410 (1,281,290)40% Investment income 3,509,400 3,416,082 (93,318)97% Total revenues 428,618,300 118,113,529 (310,504,771)28% Expenditures Salaries and benefits 9,554,200 4,748,874 4,805,326 50% Professional and support Professional services 21,703,300 5,640,131 16,063,169 26% Support costs 12,552,800 3,733,797 8,819,003 30% Total Professional and support costs 34,256,100 9,373,928 24,882,172 27% Projects and operations Program operations - general 27,423,900 11,592,201 15,831,699 42% Engineering 12,007,900 1,569,060 10,438,840 13% Construction 75,075,100 (3,590,320) 78,665,420 -5% Design Build 192,599,700 74,784,490 117,815,210 39% Right of way/land 88,112,700 3,462,792 84,649,908 4% Operating and capital disbursements 150,005,600 68,415,684 81,589,916 46% Special studies 3,952,000 290,776 3,661,224 7% Local streets and roads 58,085,000 16,916,513 41,168,487 29% Regional arterials 30,416,000 4,064,964 26,351,036 13% Total projects and operations 637,677,900 177,506,160 460,171,740 28% Debt service Principal 66,045,000 30,000,000 36,045,000 45% Interest 41,123,200 26,908,986 14,214,214 65% Cost of issuance 6,254,900 2,124,986 4,129,914 34% Payment to escrow agent 475,500,000 471,089,840 4,410,160 99% Total debt service 588,923,100 530,123,812 58,799,288 90% Capital outlay 6,871,000 549,029 6,321,971 8% Total Expenditures 1,277,282,300 722,301,803 554,980,497 57% Excess revenues over (under) expenditures (848,664,000) (604,188,274) 569,549,251 71% Other financing sources/(uses) Transfer in 313,676,500 178,791,609 (134,884,891) 57% Transfer out (313,676,500) (178,791,609) 134,884,891 57% Debt proceeds 655,960,000 551,490,000 (104,470,000) 84% TIFIA loan proceeds 88,000,000 - (88,000,000) N/A Bond premium 18,892,000 108,990,018 90,098,018 N/A Total financing sources/(uses)762,852,000 660,480,018 102,371,982 87% Net change in fund balances (85,812,000) 56,291,744 671,921,233 -66% Fund balance July 1, 2017 687,463,600 412,734,228 (274,729,372) 60% Fund balance December 31, 2017 601,651,600$ 469,025,972$ 397,191,861$ 78% RIVERSIDE COUNTY TRANSPORTATION COMMISSION QUARTERLY BUDGET TO ACTUAL FY 2017/18 BUDGET 2ND QUARTER ACTUAL PERCENT UTILIZATION REMAINING BALANCE FOR SIX MONTHS ENDED 12/31/2017 2ND QUARTER ATTACHMENT 2 8 ENTERPRISE FUND OTHER AGENCY PROJECTS SB132 TOLL OPERATIONS Revenues Sales tax -$ -$ 43,653,532$ 12,284,721$ 298,727$ 28,652,485$ 2,486,173$ -$ -$ -$ -$ -$ -$ -$ -$ -$ 87,375,638$ Federal reimbursements 1,111,142 - (5,648,445) - - - - - 88,882 - - - - - - 1,392,647 (3,055,774) State reimbursements - 662,304 (772,221) - - - - - - - - - - - - - (109,917) Local reimbursements - 209,538 - - - - - - - - - - - - - - 209,538 Transportation Uniform Mitigation Fe - - - - - - - 5,888,330 - - - - - - - - 5,888,330 Toll revenues - - - - - - - - - - - 19,702,607 - - - - 19,702,607 Toll violations and fee revenues - - - - - - - - - - - 3,839,615 - - - - 3,839,615 Other revenues 16,475 5,018 450,888 - - - - - - - - 375,029 - - - - 847,410 Investment income 49,639 20,433 620,025 127,058 - 246,273 195,259 211,294 8,460 415 - 79,128 726,314 1,052,248 692 78,844 3,416,082 Total revenues 1,177,256 897,293 38,303,779 12,411,779 298,727 28,898,758 2,681,432 6,099,624 97,342 415 - 23,996,379 726,314 1,052,248 692 1,471,491 118,113,529 Expenditures Salaries and benefits 3,043,826 44,149 1,239,135 64 - - - 91,549 6,511 34,719 97,599 191,322 - - - - 4,748,874 Professional and support Professional services 1,510,760 128,327 3,438,233 20,431 - - 5,729 90,753 124,385 22,528 158,834 140,151 - - - - 5,640,131 Support costs 2,284,095 63,644 235,069 - - - - 3,411 - 323 2,429 1,144,826 - - - - 3,733,797 Total Professional and support costs 3,794,855 191,971 3,673,302 20,431 - - 5,729 94,164 124,385 22,851 161,263 1,284,977 - - - - 9,373,928 Projects and operations Program operations - general 997,673 1,049,349 6,122,497 - - - - 88,078 - 77,014 - 3,257,590 - - - - 11,592,201 Engineering - - 880,642 - - - - 688,418 - - - - - - - - 1,569,060 Construction - - (3,604,249) - - - - 13,929 - - - - - - - - (3,590,320) Design Build - - 74,784,490 - - - - - - - - - - - - - 74,784,490 Right of way/land - - (936,203) - - - - 4,378,481 - 20,514 - - - - - - 3,462,792 Operating and capital disbursement 15,156,197 - 2,464,386 2,576,700 - 47,733,678 484,723 - - - - - - - - - 68,415,684 Special studies 290,776 - - - - - - - - - - - - - - - 290,776 Local streets and roads - - 12,318,134 4,299,652 298,727 - - - - - - - - - - - 16,916,513 Regional arterials - - - 4,064,964 - - - - - - - - - - - - 4,064,964 Total projects and operations 16,444,646 1,049,349 92,029,697 10,941,316 298,727 47,733,678 484,723 5,168,906 - 97,528 - 3,257,590 - - - - 177,506,160 Debt service Principal - - - - - - - - - - - - 30,000,000 - - - 30,000,000 Interest - - - - - - - - - - - 13,490,486 37,485 62,233 - 13,318,782 26,908,986 Cost of issuance - - - - - - - - - - - - - 2,124,986 - - 2,124,986 Payment to escrow agent - - - - - - - - - - - - - 471,089,840 - - 471,089,840 Total debt service - - - - - - - - - - - 13,490,486 30,037,485 473,277,059 - 13,318,782 530,123,812 Capital outlay 23,376 - 525,653 - - - - - - - - - - - - - 549,029 Total Expenditures 23,306,703 1,285,469 97,467,787 10,961,811 298,727 47,733,678 490,452 5,354,619 130,896 155,098 258,862 18,224,375 30,037,485 473,277,059 - 13,318,782 722,301,803 Excess revenues over (under) expenditures (22,129,447) (388,176) (59,164,008) 1,449,968 - (18,834,920) 2,190,980 745,005 (33,554) (154,683) (258,862) 5,772,004 (29,311,171) (472,224,811) 692 (11,847,291) (604,188,274) Other financing sources/(uses) Transfer in 16,597,989 - 116,319,800 - - - - - - - - - 30,000,000 - 216,954 15,656,866 178,791,609 Transfer out (520,000) (94,000) (18,495,692) (406,100) (15,900) (13,002,389) (31,100) (280,200) (18,800) - (31,700) (460,154) (23,465,276) (119,232,452) (1,345,200) (1,392,646) (178,791,609) Debt proceeds - - - - - - - - - - - - - 551,490,000 - - 551,490,000 Bond premium - - - - - - - - - - - - - 108,990,018 - - 108,990,018 Total financing sources/(uses)16,077,989 (94,000) 97,824,108 (406,100) (15,900) (13,002,389) (31,100) (280,200) (18,800) - (31,700) (460,154) 6,534,724 541,247,566 (1,128,246) 14,264,220 660,480,018 Net change in fund balances (6,051,458) (482,176) 38,660,100 1,043,868 (15,900) (31,837,309) 2,159,880 464,805 (52,354) (154,683) (290,562) 5,311,850 (22,776,447) 69,022,755 (1,127,554) 2,416,929 56,291,744 Fund balance July 1, 2017 19,126,100 8,842,499 221,510,954 47,791,274 556 115,175,281 75,432,832 81,473,550 3,308,418 180,162 (23,054) (293,678,840) 46,951,913 63,532,514 1,127,554 21,982,515 412,734,228 Fund balance December 31, 2017 13,074,642$ 8,360,323$ 260,171,054$ 48,835,142$ (15,344)$ 83,337,972$ 77,592,712$ 81,938,355$ 3,256,064$ 25,479$ (313,616)$ (288,366,990)$ 24,175,466$ 132,555,269$ -$ 24,399,444$ 469,025,972$ MEASURE A SALES TAX TRANSPORTATION UNIFORM MITIGATION FEE (TUMF) TRANSPORTATION DEVELOPMENT ACT COACHELLA VALLEY RAIL CAPITAL PROJECTS FUNDS GENERAL FUND FSP/ SAFE WESTERN COUNTY PALO VERDE VALLEY COACHELLA VALLEY LOCAL TRANSPORTATION FUND TOLL REVENUE BONDS SPECIAL REVENUE FUNDS RIVERSIDE COUNTY TRANSPORTATION COMMISSION QUARTERLY BUDGET TO ACTUAL BY FUND 2ND QUARTER FOR SIX MONTHS ENDED 12/31/2017 RIVERSIDE COUNTY TRANSPORTATION COMMISSION QUARTERLY BUDGET TO ACTUAL BY FUND 2ND QUARTER FOR SIX MONTHS ENDED 12/31/2017 SALES TAX BONDS DEBT SERVICE COMBINED TOTALCOMMERCIAL PAPER STATE TRANSIT ASSISTANCE 9 AGENDA ITEM 7B Agenda Item 7B RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: February 26, 2018 TO: Budget and Implementation Committee FROM: Megan Kavand, Senior Financial Analyst 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 December 31, 2017; 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. As a result of significant project financings such as the State Route 91 Corridor Improvement Project (91 Project or 91 CIP) and the Interstate 15 Express Lanes Project (I-15 ELP), the Commission determined it would be prudent 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. In May 2013, following a competitive procurement, the Commission awarded two investment management services agreements to Logan Circle Partners, L.P. (Logan) for the 91 Project’s proceeds generated from the issuance of sales tax revenue bonds and toll revenue bonds and to Payden & Rygel Investment Management (Payden & Rygel) for Commission operating funds. At its April 2017 meeting and based on a competitive procurement, the Commission awarded an investment management services agreement to Logan related to the proceeds from the issuance of the sales tax revenue bonds for the I-15 ELP. Logan invested the 91 Project debt proceeds during the first quarter of Fiscal Year 2013/14 in the Short-Term Actively Managed Program (STAMP). Since June 2015, the Commission funded its annual 91 Project equity contributions approximating $97.3 million; the funds were invested by 11 Agenda Item 7B Logan in a separate STAMP account. As of June 30, 2017, the 91 Project bond proceeds in the STAMP Portfolio Toll Revenue Project Senior Lien Fund and Toll Revenue Project Sales Tax Revenue Fund were fully expended, consistent with financing expectations. Payden & Rygel was authorized to make specific investments for the Commission’s operating funds beginning with the third quarter of FY 2014/15. In July 2017, the I-15 ELP project and 91 Project completion financing (2017 Financing) was completed and sales tax bond proceeds approximating $154.6 million were received. Logan invested the 2017 Financing debt proceeds in a separate STAMP portfolio during the first quarter of FY 2017/18. The quarterly investment report for the second quarter of FY 2017/18, as required by state law and Commission policy, reflects the investment activities resulting from the 91 Project, 2017 Financing, and available operating cash. The quarterly investment report includes the following information: • Investment Portfolio Report; • 91 CIP STAMP Portfolio by Investment Category; • 91 CIP STAMP Portfolio by Account; • 91 CIP STAMP Portfolio Transaction Report by Account; • 91 CIP STAMP Portfolio Summary of investments by credit rating, industry group, asset class, security type, and market sector; • 91 CIP 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; • 2017 Financing STAMP Portfolio by Investment Category; • 2017 Financing STAMP Portfolio by Account; • 2017 Financing STAMP Portfolio Transaction Report by Account; • 2017 Financing STAMP Portfolio Summary of investments by credit rating, industry group, asset class, security type, and market sector; • 2017 Financing STAMP Portfolio Sales Tax Revenue Fund Summary of investment by credit rating, industry group, asset class, security type, and market sector; • 2017 Financing STAMP Portfolio Sales Tax I-15 ELP Project Fund Summary of investment by credit rating, industry group, asset class, security type, and market sector; • 2017 Financing STAMP Portfolio Ramp Up Fund Summary of investment by credit rating, industry group, asset class, security type, and market sector; • Logan Circle Partners, L.P. Short Duration Fourth Quarter 2017 Review; • Payden & Rygel Operating Portfolio by Investment Category; • Payden & Rygel Operating Portfolio Transaction Report; • Payden & Rygel Operating Portfolio Fourth Quarter 2017 Review; and • County of Riverside Investment Report for the Quarter Ended December 31, 2017. 12 Agenda Item 7B The Commission’s investments were in full compliance with the Commission’s investment policy adopted on December 13, 2017, 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) 91 CIP STAMP Portfolio by Investment Category 3) 91 CIP STAMP Portfolio by Account 4) 91 CIP STAMP Portfolio Transaction Report by Account 5) 91 CIP STAMP Portfolio Summary of Investments 6) 91 CIP STAMP Portfolio Toll Revenue Series A & Series B Reserve Fund Summary of Investments 7) 2017 Financing STAMP Portfolio by Investment Category 8) 2017 Financing STAMP Portfolio by Account 9) 2017 Financing STAMP Portfolio Transaction Report by Account 10) 2017 Financing STAMP Portfolio Summary of Investments 11) 2017 Financing STAMP Portfolio Sales Tax Revenue Fund Summary of Investments 12) 2017 Financing STAMP Portfolio Sales Tax I-15 ELP Project Fund Summary of Investments 13) 2017 Financing STAMP Portfolio Ramp Up Fund Summary of Investments 14) Payden & Rygel Operating Portfolio by Investment Category 15) Payden & Rygel Operating Portfolio Transaction Report 16) Logan Circle Partners, L.P. Short Duration Quarterly Review 17) Payden & Rygel Operating Portfolio Quarterly Review 18) County of Riverside Investment Report 13 Riverside County Transportation Commission Investment Portfolio Report Period Ended: December 31, 2017 FAIR VALUE RATING MOODYS / S&P COUPON RATE PAR VALUE PURCHASE DATE MATURITY DATE YIELD TO MATURITY PURCHASE COST MARKET VALUE UNREALIZED GAIN (LOSS) OPERATING FUNDS City National Bank Deposits 17,590,234 A3/BBB+N/A N/A County Treasurer's Pooled Investment Fund 467,572,721 Aaa-bf/AAA-V1 N/A 1.33% Local Agency Investment Fund (LAIF)3,691,388 N/A N/A N/A Subtotal Operating Funds 488,854,343 FUNDS HELD IN TRUST County Treasurer's Pooled Investment Fund: Local Transportation Fund 83,669,542 Aaa-bf/AAA-V1 N/A 1.33% Subtotal Funds Held in Trust 83,669,542 COMMISSION MANAGED PORTFOLIO US Bank Payden & Rygel Operating 50,877,217 First American Government Obligation Fund 14,352,217 N/A N/A N/A 2013 Sales Tax Revenue Equity Fund 104 2013 Residual Fund Required Retained Balance 3,292,350 N/A N/A N/A Subtotal Commission Managed Portfolio 68,521,887 STAMP PORTFOLIO for 91 CIP Toll Revenue Project Senior Lien Fund - Series A & Series B Reserve Fund 17,677,641 Toll Revenue Project Capitalized Interest Fund - Sales Tax Revenue Capitalized Interest Fund 792,447 Subtotal STAMP Portfolio - 91 CIP 18,470,088 STAMP PORTFOLIO for 2017 Financing Sales Tax I15 ELP Project Revenue Fund 90,093,172 Sales Tax Revenue Fund 30,043,294 Ramp Up Fund 7,786,780 Subtotal STAMP Portfolio - 2017 Financing 127,923,246 TOTAL All Cash and Investments 787,439,105$ See attached report for details See attached report for details See attached report for details See attached report for details See attached report for details See attached report for details See attached report for details See attached report for details 2.24%1.92% 11.44% 3.82% 8.70%10.63% 62.08% $- $50,000,000 $100,000,000 $150,000,000 $200,000,000 $250,000,000 $300,000,000 $350,000,000 $400,000,000 $450,000,000 $500,000,000 STAMP Portfolio for 91 CIP Reserve STAMP Portfolio for 91 CIP Capitalized Interest STAMP Portfolio for 2017 Financing I15 ELP Project Revenue Fund STAMP Portfolio for 2017 Financing Revenue Fund STAMP Portfolio for 2017 Financing Ramp Up Fund Commission Managed Portfolio Trust Funds Operating Funds Nature of Investments 1.82% Mutual Funds 72.24% County Pool/Cash 0.47% LAIF 25.28% Fixed Income 0.19% Money Market Funds ATTACHMENT 1 14   15 Page 2 of 38 .Account Identifier Security Type Category Issuer Final Maturity Trade Date Current Face Value Original Cost Next Call Date Base Market Value Base Net Total Unrealized Gain/Loss Coupon Yield Summarized Credit Rating 256350023 LC-Sr Lien Reserve Fund-1 3137EADB2 Agency Federal Home Loan Mortgage Corp 01/13/2022 ---950,000.00 942,921.50 ---958,540.50 8,887.90 2.375 2.141 AAA 256350023 LC-Sr Lien Reserve Fund-1 3137EADR7 Agency Federal Home Loan Mortgage Corp 05/01/2020 05/15/2015 475,000.00 471,527.75 ---467,898.75 (5,434.87)1.375 2.032 AAA 256350023 LC-Sr Lien Reserve Fund-1 3135G0D75 Agency Federal National Mortgage Association Fannie Mae 06/22/2020 05/06/2015 600,000.00 593,490.00 ---592,884.00 (3,902.46)1.500 1.992 AAA 256350023 LC-Sr Lien Reserve Fund-1 31395EZP5 Agency CMO Federal Home Loan Mortgage Corp 08/15/2019 07/09/2013 19,578.86 20,713.82 ---19,732.36 (129.95)4.500 2.807 AAA 256350023 LC-Sr Lien Reserve Fund-1 38377RVK8 Agency CMO The Government National Mortgage Association Guarante 04/20/2039 ---116,891.90 120,188.61 ---118,036.27 (1,040.60)3.000 2.563 AAA 256350023 LC-Sr Lien Reserve Fund-1 3137AJMF8 Agency CMO Federal Home Loan Mortgage Corp 10/25/2021 08/05/2015 30,000.00 31,038.28 ---30,595.80 (19.95)2.968 2.345 AAA 256350023 LC-Sr Lien Reserve Fund-1 38376GB33 Agency CMO The Government National Mortgage Association Guarante 10/16/2044 01/23/2015 186,825.98 191,770.38 ---187,917.05 (380.29)3.500 2.298 AAA 256350023 LC-Sr Lien Reserve Fund-1 3137ASNH3 Agency CMO Federal Home Loan Mortgage Corp 09/25/2021 07/03/2013 226,579.49 221,419.50 ---223,860.54 (360.72)1.459 2.129 AAA 256350023 LC-Sr Lien Reserve Fund-1 3137ATRW4 Agency CMO Federal Home Loan Mortgage Corp 05/25/2022 12/21/2016 125,000.00 124,804.69 ---124,708.75 (92.07)2.373 2.403 AAA 256350023 LC-Sr Lien Reserve Fund-1 3137AUPE3 Agency CMO Federal Home Loan Mortgage Corp 06/25/2022 ---379,000.00 366,344.03 ---378,727.12 6,111.42 2.396 2.387 AAA 256350023 LC-Sr Lien Reserve Fund-1 38377RSZ9 Agency CMO The Government National Mortgage Association Guarante 06/16/2039 01/21/2015 22,260.58 23,591.97 ---22,851.38 (256.89)4.500 2.073 AAA 256350023 LC-Sr Lien Reserve Fund-1 3136A72D3 Agency CMO Federal National Mortgage Association Fannie Mae 04/25/2022 07/03/2013 360,727.90 342,691.51 ---360,947.95 8,489.66 2.482 2.438 AAA 256350023 LC-Sr Lien Reserve Fund-1 3137AXHP1 Agency CMO Federal Home Loan Mortgage Corp 09/25/2022 09/29/2017 140,000.00 142,089.06 ---140,798.00 (1,180.63)2.573 2.416 AAA 256350023 LC-Sr Lien Reserve Fund-1 38378B7F0 Agency CMO Government National Mortgage Association Guaranteed R 12/16/2042 ---450,000.00 427,324.22 ---433,224.00 (1,025.44)2.273 3.067 AAA 256350023 LC-Sr Lien Reserve Fund-1 38378CRT6 Agency CMO The Government National Mortgage Association Guarante 10/20/2040 05/22/2014 65,513.70 63,261.66 ---63,903.37 261.39 2.000 2.840 AAA 256350023 LC-Sr Lien Reserve Fund-1 38377JZ89 Agency CMO The Government National Mortgage Association Guarante 10/20/2039 07/05/2013 69,658.28 71,788.85 ---71,195.64 190.76 3.500 2.323 AAA 256350023 LC-Sr Lien Reserve Fund-1 31392JJ83 Agency CMO Federal National Mortgage Association Fannie Mae 03/25/2018 07/08/2013 402.47 424.61 ---402.42 (0.69)5.000 1.902 AAA 256350023 LC-Sr Lien Reserve Fund-1 38378TAF7 Agency CMO The Government National Mortgage Association Guarante 07/20/2041 07/05/2013 160,767.17 160,791.41 ---161,122.47 479.91 2.500 2.408 AAA 256350023 LC-Sr Lien Reserve Fund-1 38376T5Z1 Agency CMO The Government National Mortgage Association Guarante 01/16/2039 01/26/2015 102,566.61 107,156.46 ---103,739.97 (2,412.17)3.000 2.570 AAA 256350023 LC-Sr Lien Reserve Fund-1 38376WA62 Agency CMO The Government National Mortgage Association Guarante 10/20/2039 01/21/2015 54,609.67 57,334.09 ---57,415.51 (555.97)4.000 1.955 AAA 256350023 LC-Sr Lien Reserve Fund-1 38380AZ34 Agency CMO The Government National Mortgage Association Guarante 04/20/2046 11/28/2016 163,035.92 167,602.20 ---164,475.53 (2,756.35)3.000 2.839 AAA 256350023 LC-Sr Lien Reserve Fund-1 31381PEB0 Agency MBS Federal National Mortgage Association Fannie Mae 11/01/2020 09/26/2014 255,724.35 269,269.75 ---262,278.57 (74.11)3.370 2.458 AAA 256350023 LC-Sr Lien Reserve Fund-1 31417YKF3 Agency MBS Federal National Mortgage Association Fannie Mae 01/01/2030 07/10/2013 86,944.92 91,726.89 ---92,784.14 1,157.58 4.500 2.542 AAA 256350023 LC-Sr Lien Reserve Fund-1 36202F2H8 Agency MBS Ginnie Mae II 01/20/2027 11/14/2016 185,647.94 192,667.75 ---190,443.22 (1,947.55)3.000 2.169 AAA 256350023 LC-Sr Lien Reserve Fund-1 3138L33G8 Agency MBS Federal National Mortgage Association Fannie Mae 06/01/2020 11/12/2015 100,000.00 99,875.00 ---99,388.00 (452.25)2.010 2.218 AAA 256350023 LC-Sr Lien Reserve Fund-1 3137B1U75 Agency MBS Federal Home Loan Mortgage Corp 01/25/2023 08/29/2016 380,000.00 394,917.97 ---380,877.80 (10,567.00)2.522 2.439 AAA 256350023 LC-Sr Lien Reserve Fund-1 3136A4M48 Agency MBS Federal National Mortgage Association Fannie Mae 01/25/2022 07/05/2013 250,065.31 250,768.62 ---248,870.00 (1,711.70)2.098 2.894 AAA 256350023 LC-Sr Lien Reserve Fund-1 38378KWU9 Agency MBS The Government National Mortgage Association Guarante 11/16/2041 ---74,368.56 72,622.18 ---70,886.63 (2,453.20)1.400 3.654 AAA 256350023 LC-Sr Lien Reserve Fund-1 38378KXW4 Agency MBS The Government National Mortgage Association Guarante 02/16/2037 12/11/2014 179,474.48 178,605.16 ---176,014.22 (3,016.86)1.705 2.831 AAA 256350023 LC-Sr Lien Reserve Fund-1 31385XBG1 Agency MBS Federal National Mortgage Association Fannie Mae 03/01/2018 09/13/2013 0.02 0.02 ---0.02 0.00 6.000 3.104 AAA 256350023 LC-Sr Lien Reserve Fund-1 3138EKXL4 Agency MBS Federal National Mortgage Association Fannie Mae 03/01/2023 12/21/2016 274,228.23 271,143.16 ---273,007.91 1,562.31 2.356 2.444 AAA 256350023 LC-Sr Lien Reserve Fund-1 3136AHAE0 Agency MBS Federal National Mortgage Association Fannie Mae 04/25/2023 10/28/2016 196,828.15 201,072.26 ---197,267.08 (3,201.33)2.524 2.585 AAA 256350023 LC-Sr Lien Reserve Fund-1 3138L76A9 Agency MBS Federal National Mortgage Association Fannie Mae 11/01/2021 10/04/2016 124,811.07 129,315.97 ---125,347.75 (2,563.15)2.590 2.428 AAA 256350023 LC-Sr Lien Reserve Fund-1 38378B6A2 Agency MBS Government National Mortgage Association Guaranteed R 11/16/2052 01/22/2015 118,195.30 114,469.37 ---112,621.21 (3,156.40)1.826 3.408 AAA 256350023 LC-Sr Lien Reserve Fund-1 3136A7MN9 Agency MBS Federal National Mortgage Association Fannie Mae 05/25/2022 08/29/2016 300,000.00 308,578.13 ---298,494.00 (7,749.05)2.349 2.510 AAA 256350023 LC-Sr Lien Reserve Fund-1 38378KSL4 Agency MBS The Government National Mortgage Association Guarante 12/16/2046 ---425,000.00 415,829.11 ---403,758.50 (14,112.76)2.811 3.538 AAA 256350023 LC-Sr Lien Reserve Fund-1 31381Q6B7 Agency MBS Federal National Mortgage Association Fannie Mae 06/01/2021 07/15/2016 187,079.77 207,483.16 ---198,121.22 (3,421.12)4.295 2.383 AAA 256350023 LC-Sr Lien Reserve Fund-1 38378KRS0 Agency MBS The Government National Mortgage Association Guarante 07/16/2043 05/08/2015 450,000.00 434,460.94 ---431,235.00 (7,952.49)2.389 3.277 AAA 256350023 LC-Sr Lien Reserve Fund-1 38378XP62 Agency MBS The Government National Mortgage Association Guarante 05/16/2055 05/14/2015 334,544.16 338,673.69 ---326,331.10 (11,789.97)2.500 3.037 AAA 256350023 LC-Sr Lien Reserve Fund-1 38379KDN5 Agency MBS Government National Mortgage Association Guaranteed R 09/16/2055 08/05/2015 172,872.71 168,456.35 ---166,536.93 (3,714.52)2.111 3.242 AAA 256350023 LC-Sr Lien Reserve Fund-1 31381T4E7 Agency MBS Federal National Mortgage Association Fannie Mae 03/01/2022 10/25/2016 267,938.19 279,943.08 ---270,159.40 (7,213.63)2.670 2.588 AAA 256350023 LC-Sr Lien Reserve Fund-1 3138EJPZ5 Agency MBS Federal National Mortgage Association Fannie Mae 07/01/2022 08/29/2016 307,105.95 326,192.10 ---311,242.67 (10,575.84)2.973 2.500 AAA 205091001 LC-2013 A Capitalized Interest 9AMMF05B2 MM Fund U.S. Bank Money Market Account Fund 12/31/2017 ---0.00 792,446.74 ---792,446.74 0.00 0.000 0.000 NA 256350023 LC-Sr Lien Reserve Fund-1 9AMMF05B2 MM Fund U.S. Bank Money Market Account Fund 12/31/2017 ---0.00 107,572.21 ---107,572.21 0.00 0.000 0.000 NA 256350023 LC-Sr Lien Reserve Fund-1 912828SA9 TIPS Treasury, United States Department of 01/15/2022 ---452,283.60 454,586.25 ---450,460.90 (3,911.64)0.125 0.225 AAA 256350023 LC-Sr Lien Reserve Fund-1 912828V49 TIPS Treasury, United States Department of 01/15/2027 ---285,922.00 284,579.15 ---283,860.50 (805.28)0.375 0.456 AAA 256350023 LC-Sr Lien Reserve Fund-1 912828VA5 US Gov Treasury, United States Department of 04/30/2020 02/28/2017 160,000.00 158,131.25 ---157,144.00 (1,473.56)1.125 1.909 AAA 256350023 LC-Sr Lien Reserve Fund-1 912828VV9 US Gov Treasury, United States Department of 08/31/2020 ---585,000.00 597,363.67 ---587,696.85 (6,114.04)2.125 1.946 AAA 256350023 LC-Sr Lien Reserve Fund-1 912828B58 US Gov Treasury, United States Department of 01/31/2021 ---1,640,000.00 1,677,556.65 ---1,645,772.80 (16,707.81)2.125 2.007 AAA 256350023 LC-Sr Lien Reserve Fund-1 912828G38 US Gov Treasury, United States Department of 11/15/2024 04/18/2017 1,350,000.00 1,369,037.11 ---1,343,034.00 (24,367.41)2.250 2.331 AAA 256350023 LC-Sr Lien Reserve Fund-1 912828XB1 US Gov Treasury, United States Department of 05/15/2025 05/24/2016 1,200,000.00 1,228,546.88 ---1,181,676.00 (42,110.51)2.125 2.351 AAA 256350023 LC-Sr Lien Reserve Fund-1 912828L57 US Gov Treasury, United States Department of 09/30/2022 ---1,400,000.00 1,386,564.45 ---1,371,944.00 (16,045.41)1.750 2.196 AAA 256350023 LC-Sr Lien Reserve Fund-1 912828L99 US Gov Treasury, United States Department of 10/31/2020 ---1,250,000.00 1,239,802.73 ---1,229,837.50 (11,790.91)1.375 1.962 AAA 17,692,453.24 18,690,532.36 18,470,088.21 (211,407.62) 91 CIP STAMP Portfolio by Investment Category for quarter ended December 31, 2017 ATTACHMENT 2 16   17 Page 3 of 38 Source Account Account Identifier Security Type Category Issuer Final Maturity Trade Date Current Face Value Original Cost Next Call Date Base Market Value Base Net Total Unrealized Gain/Loss Coupon Yield Summarized Credit Rating 205091001 LC-2013 A Capitalized Interest 9AMMF05B2 MM Fund U.S. Bank Money Market Account Fund 12/31/2017 ---0.00 792,446.74 ---792,446.74 0.00 0.000 0.000 NA 256350023 LC-Sr Lien Reserve Fund-1 3137EADB2 Agency Federal Home Loan Mortgage Corp 01/13/2022 ---950,000.00 942,921.50 ---958,540.50 8,887.90 2.375 2.141 AAA 256350023 LC-Sr Lien Reserve Fund-1 3137EADR7 Agency Federal Home Loan Mortgage Corp 05/01/2020 05/15/2015 475,000.00 471,527.75 ---467,898.75 (5,434.87)1.375 2.032 AAA 256350023 LC-Sr Lien Reserve Fund-1 3135G0D75 Agency Federal National Mortgage Association Fannie Mae 06/22/2020 05/06/2015 600,000.00 593,490.00 ---592,884.00 (3,902.46)1.500 1.992 AAA 256350023 LC-Sr Lien Reserve Fund-1 31395EZP5 Agency CMO Federal Home Loan Mortgage Corp 08/15/2019 07/09/2013 19,578.86 20,713.82 ---19,732.36 (129.95)4.500 2.807 AAA 256350023 LC-Sr Lien Reserve Fund-1 38377RVK8 Agency CMO The Government National Mortgage Association Guaranteed REMIC Pass-T 04/20/2039 ---116,891.90 120,188.61 ---118,036.27 (1,040.60)3.000 2.563 AAA 256350023 LC-Sr Lien Reserve Fund-1 3137AJMF8 Agency CMO Federal Home Loan Mortgage Corp 10/25/2021 08/05/2015 30,000.00 31,038.28 ---30,595.80 (19.95)2.968 2.345 AAA 256350023 LC-Sr Lien Reserve Fund-1 38376GB33 Agency CMO The Government National Mortgage Association Guaranteed REMIC Pass-T 10/16/2044 01/23/2015 186,825.98 191,770.38 ---187,917.05 (380.29)3.500 2.298 AAA 256350023 LC-Sr Lien Reserve Fund-1 3137ASNH3 Agency CMO Federal Home Loan Mortgage Corp 09/25/2021 07/03/2013 226,579.49 221,419.50 ---223,860.54 (360.72)1.459 2.129 AAA 256350023 LC-Sr Lien Reserve Fund-1 3137ATRW4 Agency CMO Federal Home Loan Mortgage Corp 05/25/2022 12/21/2016 125,000.00 124,804.69 ---124,708.75 (92.07)2.373 2.403 AAA 256350023 LC-Sr Lien Reserve Fund-1 3137AUPE3 Agency CMO Federal Home Loan Mortgage Corp 06/25/2022 ---379,000.00 366,344.03 ---378,727.12 6,111.42 2.396 2.387 AAA 256350023 LC-Sr Lien Reserve Fund-1 38377RSZ9 Agency CMO The Government National Mortgage Association Guaranteed REMIC Pass-T 06/16/2039 01/21/2015 22,260.58 23,591.97 ---22,851.38 (256.89)4.500 2.073 AAA 256350023 LC-Sr Lien Reserve Fund-1 3136A72D3 Agency CMO Federal National Mortgage Association Fannie Mae 04/25/2022 07/03/2013 360,727.90 342,691.51 ---360,947.95 8,489.66 2.482 2.438 AAA 256350023 LC-Sr Lien Reserve Fund-1 3137AXHP1 Agency CMO Federal Home Loan Mortgage Corp 09/25/2022 09/29/2017 140,000.00 142,089.06 ---140,798.00 (1,180.63)2.573 2.416 AAA 256350023 LC-Sr Lien Reserve Fund-1 38378B7F0 Agency CMO Government National Mortgage Association Guaranteed REMIC Pass-Throu 12/16/2042 ---450,000.00 427,324.22 ---433,224.00 (1,025.44)2.273 3.067 AAA 256350023 LC-Sr Lien Reserve Fund-1 38378CRT6 Agency CMO The Government National Mortgage Association Guaranteed REMIC Pass-T 10/20/2040 05/22/2014 65,513.70 63,261.66 ---63,903.37 261.39 2.000 2.840 AAA 256350023 LC-Sr Lien Reserve Fund-1 38377JZ89 Agency CMO The Government National Mortgage Association Guaranteed REMIC Pass-T 10/20/2039 07/05/2013 69,658.28 71,788.85 ---71,195.64 190.76 3.500 2.323 AAA 256350023 LC-Sr Lien Reserve Fund-1 31392JJ83 Agency CMO Federal National Mortgage Association Fannie Mae 03/25/2018 07/08/2013 402.47 424.61 ---402.42 (0.69)5.000 1.902 AAA 256350023 LC-Sr Lien Reserve Fund-1 38378TAF7 Agency CMO The Government National Mortgage Association Guaranteed REMIC Pass-T 07/20/2041 07/05/2013 160,767.17 160,791.41 ---161,122.47 479.91 2.500 2.408 AAA 256350023 LC-Sr Lien Reserve Fund-1 38376T5Z1 Agency CMO The Government National Mortgage Association Guaranteed REMIC Pass-T 01/16/2039 01/26/2015 102,566.61 107,156.46 ---103,739.97 (2,412.17)3.000 2.570 AAA 256350023 LC-Sr Lien Reserve Fund-1 38376WA62 Agency CMO The Government National Mortgage Association Guaranteed REMIC Pass-T 10/20/2039 01/21/2015 54,609.67 57,334.09 ---57,415.51 (555.97)4.000 1.955 AAA 256350023 LC-Sr Lien Reserve Fund-1 38380AZ34 Agency CMO The Government National Mortgage Association Guaranteed REMIC Pass-T 04/20/2046 11/28/2016 163,035.92 167,602.20 ---164,475.53 (2,756.35)3.000 2.839 AAA 256350023 LC-Sr Lien Reserve Fund-1 31381PEB0 Agency MBS Federal National Mortgage Association Fannie Mae 11/01/2020 09/26/2014 255,724.35 269,269.75 ---262,278.57 (74.11)3.370 2.458 AAA 256350023 LC-Sr Lien Reserve Fund-1 31417YKF3 Agency MBS Federal National Mortgage Association Fannie Mae 01/01/2030 07/10/2013 86,944.92 91,726.89 ---92,784.14 1,157.58 4.500 2.542 AAA 256350023 LC-Sr Lien Reserve Fund-1 36202F2H8 Agency MBS Ginnie Mae II 01/20/2027 11/14/2016 185,647.94 192,667.75 ---190,443.22 (1,947.55)3.000 2.169 AAA 256350023 LC-Sr Lien Reserve Fund-1 3138L33G8 Agency MBS Federal National Mortgage Association Fannie Mae 06/01/2020 11/12/2015 100,000.00 99,875.00 ---99,388.00 (452.25)2.010 2.218 AAA 256350023 LC-Sr Lien Reserve Fund-1 3137B1U75 Agency MBS Federal Home Loan Mortgage Corp 01/25/2023 08/29/2016 380,000.00 394,917.97 ---380,877.80 (10,567.00)2.522 2.439 AAA 256350023 LC-Sr Lien Reserve Fund-1 3136A4M48 Agency MBS Federal National Mortgage Association Fannie Mae 01/25/2022 07/05/2013 250,065.31 250,768.62 ---248,870.00 (1,711.70)2.098 2.894 AAA 256350023 LC-Sr Lien Reserve Fund-1 38378KWU9 Agency MBS The Government National Mortgage Association Guaranteed REMIC Pass-T 11/16/2041 ---74,368.56 72,622.18 ---70,886.63 (2,453.20)1.400 3.654 AAA 256350023 LC-Sr Lien Reserve Fund-1 38378KXW4 Agency MBS The Government National Mortgage Association Guaranteed REMIC Pass-T 02/16/2037 12/11/2014 179,474.48 178,605.16 ---176,014.22 (3,016.86)1.705 2.831 AAA 256350023 LC-Sr Lien Reserve Fund-1 31385XBG1 Agency MBS Federal National Mortgage Association Fannie Mae 03/01/2018 09/13/2013 0.02 0.02 ---0.02 0.00 6.000 3.104 AAA 256350023 LC-Sr Lien Reserve Fund-1 3138EKXL4 Agency MBS Federal National Mortgage Association Fannie Mae 03/01/2023 12/21/2016 274,228.23 271,143.16 ---273,007.91 1,562.31 2.356 2.444 AAA 256350023 LC-Sr Lien Reserve Fund-1 3136AHAE0 Agency MBS Federal National Mortgage Association Fannie Mae 04/25/2023 10/28/2016 196,828.15 201,072.26 ---197,267.08 (3,201.33)2.524 2.585 AAA 256350023 LC-Sr Lien Reserve Fund-1 3138L76A9 Agency MBS Federal National Mortgage Association Fannie Mae 11/01/2021 10/04/2016 124,811.07 129,315.97 ---125,347.75 (2,563.15)2.590 2.428 AAA 256350023 LC-Sr Lien Reserve Fund-1 38378B6A2 Agency MBS Government National Mortgage Association Guaranteed REMIC Pass-Throu 11/16/2052 01/22/2015 118,195.30 114,469.37 ---112,621.21 (3,156.40)1.826 3.408 AAA 256350023 LC-Sr Lien Reserve Fund-1 3136A7MN9 Agency MBS Federal National Mortgage Association Fannie Mae 05/25/2022 08/29/2016 300,000.00 308,578.13 ---298,494.00 (7,749.05)2.349 2.510 AAA 256350023 LC-Sr Lien Reserve Fund-1 38378KSL4 Agency MBS The Government National Mortgage Association Guaranteed REMIC Pass-T 12/16/2046 ---425,000.00 415,829.11 ---403,758.50 (14,112.76)2.811 3.538 AAA 256350023 LC-Sr Lien Reserve Fund-1 31381Q6B7 Agency MBS Federal National Mortgage Association Fannie Mae 06/01/2021 07/15/2016 187,079.77 207,483.16 ---198,121.22 (3,421.12)4.295 2.383 AAA 256350023 LC-Sr Lien Reserve Fund-1 38378KRS0 Agency MBS The Government National Mortgage Association Guaranteed REMIC Pass-T 07/16/2043 05/08/2015 450,000.00 434,460.94 ---431,235.00 (7,952.49)2.389 3.277 AAA 256350023 LC-Sr Lien Reserve Fund-1 38378XP62 Agency MBS The Government National Mortgage Association Guaranteed REMIC Pass-T 05/16/2055 05/14/2015 334,544.16 338,673.69 ---326,331.10 (11,789.97)2.500 3.037 AAA 256350023 LC-Sr Lien Reserve Fund-1 38379KDN5 Agency MBS Government National Mortgage Association Guaranteed REMIC Pass-Throu 09/16/2055 08/05/2015 172,872.71 168,456.35 ---166,536.93 (3,714.52)2.111 3.242 AAA 256350023 LC-Sr Lien Reserve Fund-1 31381T4E7 Agency MBS Federal National Mortgage Association Fannie Mae 03/01/2022 10/25/2016 267,938.19 279,943.08 ---270,159.40 (7,213.63)2.670 2.588 AAA 256350023 LC-Sr Lien Reserve Fund-1 3138EJPZ5 Agency MBS Federal National Mortgage Association Fannie Mae 07/01/2022 08/29/2016 307,105.95 326,192.10 ---311,242.67 (10,575.84)2.973 2.500 AAA 256350023 LC-Sr Lien Reserve Fund-1 9AMMF05B2 MM Fund U.S. Bank Money Market Account Fund 12/31/2017 ---0.00 107,572.21 ---107,572.21 0.00 0.000 0.000 NA 256350023 LC-Sr Lien Reserve Fund-1 912828SA9 TIPS Treasury, United States Department of 01/15/2022 ---452,283.60 454,586.25 ---450,460.90 (3,911.64)0.125 0.225 AAA 256350023 LC-Sr Lien Reserve Fund-1 912828V49 TIPS Treasury, United States Department of 01/15/2027 ---285,922.00 284,579.15 ---283,860.50 (805.28)0.375 0.456 AAA 256350023 LC-Sr Lien Reserve Fund-1 912828VA5 US Gov Treasury, United States Department of 04/30/2020 02/28/2017 160,000.00 158,131.25 ---157,144.00 (1,473.56)1.125 1.909 AAA 256350023 LC-Sr Lien Reserve Fund-1 912828VV9 US Gov Treasury, United States Department of 08/31/2020 ---585,000.00 597,363.67 ---587,696.85 (6,114.04)2.125 1.946 AAA 256350023 LC-Sr Lien Reserve Fund-1 912828B58 US Gov Treasury, United States Department of 01/31/2021 ---1,640,000.00 1,677,556.65 ---1,645,772.80 (16,707.81)2.125 2.007 AAA 256350023 LC-Sr Lien Reserve Fund-1 912828G38 US Gov Treasury, United States Department of 11/15/2024 04/18/2017 1,350,000.00 1,369,037.11 ---1,343,034.00 (24,367.41)2.250 2.331 AAA 256350023 LC-Sr Lien Reserve Fund-1 912828XB1 US Gov Treasury, United States Department of 05/15/2025 05/24/2016 1,200,000.00 1,228,546.88 ---1,181,676.00 (42,110.51)2.125 2.351 AAA 256350023 LC-Sr Lien Reserve Fund-1 912828L57 US Gov Treasury, United States Department of 09/30/2022 ---1,400,000.00 1,386,564.45 ---1,371,944.00 (16,045.41)1.750 2.196 AAA 256350023 LC-Sr Lien Reserve Fund-1 912828L99 US Gov Treasury, United States Department of 10/31/2020 ---1,250,000.00 1,239,802.73 ---1,229,837.50 (11,790.91)1.375 1.962 AAA 17,692,453.24 17,898,085.62 17,677,641.47 (211,407.62) 91 CIP STAMP Portfolio by Account for quarter ended December 31, 2017 ATTACHMENT 3 18   19 Page 4 of 38 Source Account Account Identifier Description Beginning Base Market Value Base Purchases Base Sales Base Maturities and Redemptions Base Paydowns Net Total Realized Gain/Loss Base Amortization/A ccretion Base Change In Net Unrealized Gain/Loss Ending Base Market Value Ending Accrued Income Balance 205091001 LC-2013 A Capitalized Interest 912828PF1 UNITED STATES TREASURY - 1,003,750.00 - (1,000,000.00) - - (3,750.00) - - - 205091001 LC-2013 A Capitalized Interest 912828UZ1 UNITED STATES TREASURY 2,092,293.00 - - - - - (3,546.66) 2,756.65 - - 205091001 LC-2013 A Capitalized Interest 912828HH6 UNITED STATES TREASURY - 1,153,503.91 - (1,150,000.00) - - (3,503.91) - - - 205091001 LC-2013 A Capitalized Interest 912828NW6 UNITED STATES TREASURY - 1,203,046.88 - (1,200,000.00) - - (3,046.88) - - - 205091001 LC-2013 A Capitalized Interest 313385MQ6 FEDERAL HOME LOAN BANKS 1,199,868.00 (1,198,821.67) - - - - (1,009.93) (36.40) - - 205091001 LC-2013 A Capitalized Interest 313385FZ4 FEDERAL HOME LOAN BANKS - (1,199,116.00) - 1,200,000.00 - - (884.00) - - - 205091001 LC-2013 A Capitalized Interest 912828PF1 UNITED STATES TREASURY - 475,872.07 - (475,000.00) - - (872.07) - - - 205091001 LC-2013 A Capitalized Interest 084664BE0 BERKSHIRE HATHAWAY FINANCE CORP - - (830,760.00) - - (81.89) (858.43) - - - 205091001 LC-2013 A Capitalized Interest 037833AJ9 APPLE INC - - 2,992,050.00 - - (5,218.23) (834.02) - - - 205091001 LC-2013 A Capitalized Interest 31401MWC1 FN 712643 - - (97,016.41) - (84,863.88) (1,533.50) (623.74) (0.00) 0.00 - 205091001 LC-2013 A Capitalized Interest 313385DP8 FEDERAL HOME LOAN BANKS - (1,099,480.71) - 1,100,000.00 - - (519.29) - - - 205091001 LC-2013 A Capitalized Interest 45818LFZ8 INTER-AMERICAN DEVELOPMENT BANK - (799,484.45) - 800,000.00 - - (515.55) - - - 205091001 LC-2013 A Capitalized Interest 313385EN2 FEDERAL HOME LOAN BANKS - (999,547.78) - 1,000,000.00 - - (452.22) - - - 205091001 LC-2013 A Capitalized Interest 912796KT5 UNITED STATES TREASURY - (924,580.41) - 925,000.00 - - (419.59) - - - 205091001 LC-2013 A Capitalized Interest 313385JS6 FEDERAL HOME LOAN BANKS - (399,661.67) - 400,000.00 - - (338.33) - - - 205091001 LC-2013 A Capitalized Interest 912796QG7 UNITED STATES TREASURY - (1,234,670.67) - 1,235,000.00 - - (329.33) - - - 205091001 LC-2013 A Capitalized Interest 313385PE0 FEDERAL HOME LOAN BANKS 699,181.00 (698,812.63) - - - - (321.80) (46.57) - - 205091001 LC-2013 A Capitalized Interest 313385NZ5 FEDERAL HOME LOAN BANKS 699,279.00 (698,918.50) - - - - (320.27) (40.23) - - 205091001 LC-2013 A Capitalized Interest 31393V2T7 FHR 2627E GY - - (69,385.67) - (53,017.65) (779.23) (279.85) - - - 205091001 LC-2013 A Capitalized Interest 912796KU2 UNITED STATES TREASURY - (999,822.25) - 1,000,000.00 - - (177.75) - - - 205091001 LC-2013 A Capitalized Interest 912828D98 UNITED STATES TREASURY - 1,500,175.78 - (1,500,000.00) - - (175.78) - - - 205091001 LC-2013 A Capitalized Interest 313385EL6 FEDERAL HOME LOAN BANKS - (399,833.33) - 400,000.00 - - (166.67) - - - 205091001 LC-2013 A Capitalized Interest 36290WH47 GN 619551 176,370.56 - - - - - (108.14) 410.61 - - 205091001 LC-2013 A Capitalized Interest 313385MA1 FEDERAL HOME LOAN BANKS - (99,921.44) - 100,000.00 - - (78.56) - - - 205091001 LC-2013 A Capitalized Interest 3128H4NR6 FH E96700 - - (6,266.92) - (11,341.35) (145.70) (78.12) - - - 205091001 LC-2013 A Capitalized Interest 30231GAL6 EXXON MOBIL CORP - - 580,040.60 - - (230.27) (52.46) - - - 205091001 LC-2013 A Capitalized Interest 912828WH9 UNITED STATES TREASURY - 1,300,050.78 - (1,300,000.00) - - (50.78) - - - 205091001 LC-2013 A Capitalized Interest 31402QT68 FN 735073 44,296.30 - (40,891.46) - (3,209.90) (510.24) (44.26) 359.56 - - 205091001 LC-2013 A Capitalized Interest 313385NQ5 FEDERAL HOME LOAN BANKS 149,884.50 (149,832.63) - - - - (42.90) (8.97) - - 205091001 LC-2013 A Capitalized Interest 31392HWL3 FNR 033D BC - - (822.14) - (8,050.22) (62.19) (42.57) - - - 205091001 LC-2013 A Capitalized Interest 36290WH47 GN 619551 - - (152,733.83) - (22,448.30) (1,456.70) (34.19) 0.00 0.00 - 205091001 LC-2013 A Capitalized Interest 31393EXC8 FNR 0388E TH - - (39,032.65) - (6,016.49) (241.15) (33.40) - - - 205091001 LC-2013 A Capitalized Interest 313385BS4 FEDERAL HOME LOAN BANKS - (199,971.11) - 200,000.00 - - (28.89) - - - 205091001 LC-2013 A Capitalized Interest 31402RBG3 FN 735439 19,289.87 - (17,697.89) - (1,543.64) (200.83) (19.55) 172.04 - - 205091001 LC-2013 A Capitalized Interest 3128MBTH0 FH G13052 18,366.62 - (15,903.74) - (2,090.89) (132.44) (16.06) (223.48) 0.02 0.00 205091001 LC-2013 A Capitalized Interest 313385NS1 FEDERAL HOME LOAN BANKS 149,875.50 (149,862.50) - - - - (8.33) (4.67) - - 205091001 LC-2013 A Capitalized Interest 3132FEAK7 FH Z50010 4,522.46 - - - (4,411.05) (6.55) (6.49) (98.37) - - 205091001 LC-2013 A Capitalized Interest 3135G0ZB2 FEDERAL NATIONAL MORTGAGE ASSOCIATION - (574,995.98) - 575,000.00 - - (4.02) - - - 205091001 LC-2013 A Capitalized Interest 3128PHVS7 FH J06025 3,819.65 - (3,045.70) - (695.29) (17.36) (3.43) (57.88) - - 205091001 LC-2013 A Capitalized Interest 31392F6C6 FNR 0277C CB 4,682.12 - (2.79) - (4,675.52) (8.22) (3.18) 7.58 - - 205091001 LC-2013 A Capitalized Interest 31402RBG3 FN 735439 1,487.36 - (1,364.61) - (119.02) (11.20) (1.37) 8.84 - - 205091001 LC-2013 A Capitalized Interest 31402RBG3 FN 735439 899.28 - (825.06) - (71.96) (8.51) (0.88) 7.14 - - 205091001 LC-2013 A Capitalized Interest 31410GSQ7 FN 888927 535.40 - - - (535.26) (1.37) (0.33) 1.56 - - 205091001 LC-2013 A Capitalized Interest 9AMMF05B2 U.S. BANK MONEY MARKET ACCOUNT FUND 36,680.92 17,225,821.80 (16,470,055.98) - - - - - 792,446.74 - 205091001 LC-2013 A Capitalized Interest CCYUSD Receivable 13,750.00 - - - - - - - - - 205091001 LC-2013 A Capitalized Interest 822582AC6 SHELL INTERNATIONAL FINANCE BV - - - - - - - - - - 205091001 LC-2013 A Capitalized Interest 89153VAC3 TOTAL CAPITAL INTERNATIONAL SA - - - - - - - - - - 205091001 LC-2013 A Capitalized Interest 36200AFG9 GN 595167 367.79 - - - (367.49) (0.08) - (0.22) - - 205091001 LC-2013 A Capitalized Interest 235219JS2 DALLAS TEX - - - - - - - - - - 205091001 LC-2013 A Capitalized Interest 184126YS3 CLAYTON CNTY & CLAYTON CNTY GA WTR AUTH WTR & SEW - - - - - - - - - - 205091001 LC-2013 A Capitalized Interest 64966H4E7 NEW YORK N Y 1,170,128.70 - - (1,170,000.00) - - - (128.70) - - 205091001 LC-2013 A Capitalized Interest 31392FPP6 FNR 0274C PE 956.48 - - - (957.46) - - 0.98 - - 205091001 LC-2013 A Capitalized Interest 3128PGLY7 FH J04843 - - - - - - - - - - 205091001 LC-2013 A Capitalized Interest 912828UB4 UNITED STATES TREASURY - - - - - - - - - - 205091001 LC-2013 A Capitalized Interest 89236TAY1 TOYOTA MOTOR CREDIT CORP - - - - - - - - - - 205091001 LC-2013 A Capitalized Interest 912796KU2 UNITED STATES TREASURY - - - - - - - - - - 205091001 LC-2013 A Capitalized Interest 31392F6C6 FNR 0277C CB - 1,307.46 (1,307.46) - - - - - - - 205091001 LC-2013 A Capitalized Interest 3135G0ZB2 FEDERAL NATIONAL MORTGAGE ASSOCIATION - 574,995.98 - (575,000.00) - - 4.02 - - - 205091001 LC-2013 A Capitalized Interest 31393EXC8 FNR 0388E TH 45,071.18 - - - - - 10.32 242.19 - - 205091001 LC-2013 A Capitalized Interest 313385BS4 FEDERAL HOME LOAN BANKS - 199,971.11 - (200,000.00) - - 28.89 - - - 205091001 LC-2013 A Capitalized Interest 31392HWL3 FNR 033D BC 2,213.16 - - - 6,662.74 56.45 40.51 4.26 - - 205091001 LC-2013 A Capitalized Interest 912828WH9 UNITED STATES TREASURY - (1,300,050.78) - 1,300,000.00 - - 50.78 - - - 205091001 LC-2013 A Capitalized Interest 30231GAL6 EXXON MOBIL CORP - - (580,040.60) - - 230.27 52.46 - - - 205091001 LC-2013 A Capitalized Interest 912828J84 UNITED STATES TREASURY 696,745.00 - (696,363.28) - - 1,175.54 63.30 (1,620.56) - - 205091001 LC-2013 A Capitalized Interest 3128H4NR6 FH E96700 7,921.45 - - - 9,850.20 122.67 71.22 (133.45) - - 205091001 LC-2013 A Capitalized Interest 912828M23 UNITED STATES TREASURY 800,104.00 - - (800,000.00) - - 75.23 (179.23) - - 205091001 LC-2013 A Capitalized Interest 313385MA1 FEDERAL HOME LOAN BANKS - 99,921.44 - (100,000.00) - - 78.56 - - - 205091001 LC-2013 A Capitalized Interest 313385PR1 FEDERAL HOME LOAN BANKS - 164,901.34 - (165,000.00) - - 98.66 - - - 205091001 LC-2013 A Capitalized Interest 912828J84 UNITED STATES TREASURY 1,293,955.00 - (1,293,246.10) - - 2,308.99 119.21 (3,137.10) - - 205091001 LC-2013 A Capitalized Interest 313385NS1 FEDERAL HOME LOAN BANKS - 149,862.50 - (150,000.00) - - 137.50 - - - 205091001 LC-2013 A Capitalized Interest 912828UA6 UNITED STATES TREASURY - 674,841.80 - (675,000.00) - - 158.20 - - - 205091001 LC-2013 A Capitalized Interest 313385EL6 FEDERAL HOME LOAN BANKS - 399,833.33 - (400,000.00) - - 166.67 - - - 205091001 LC-2013 A Capitalized Interest 313385NQ5 FEDERAL HOME LOAN BANKS - 149,832.63 - (150,000.00) - - 167.37 - - - 205091001 LC-2013 A Capitalized Interest 912828D98 UNITED STATES TREASURY - (1,500,175.78) - 1,500,000.00 - - 175.78 - - - 205091001 LC-2013 A Capitalized Interest 912796KU2 UNITED STATES TREASURY - 999,822.25 - (1,000,000.00) - - 177.75 - - - 205091001 LC-2013 A Capitalized Interest 31393V2T7 FHR 2627E GY 81,801.32 - - - 40,664.20 397.51 246.72 352.66 - - 205091001 LC-2013 A Capitalized Interest 313385PW0 FEDERAL HOME LOAN BANKS - 499,726.88 - (500,000.00) - - 273.12 - - - 205091001 LC-2013 A Capitalized Interest 313385PW0 FEDERAL HOME LOAN BANKS - 699,679.55 - (700,000.00) - - 320.45 - - - 205091001 LC-2013 A Capitalized Interest 912796QG7 UNITED STATES TREASURY - 1,234,670.67 - (1,235,000.00) - - 329.33 - - - 205091001 LC-2013 A Capitalized Interest 313385JS6 FEDERAL HOME LOAN BANKS - 399,661.67 - (400,000.00) - - 338.33 - - - 205091001 LC-2013 A Capitalized Interest 313385NK8 FEDERAL HOME LOAN BANKS - 699,587.58 - (700,000.00) - - 412.42 - - - 205091001 LC-2013 A Capitalized Interest 912796KT5 UNITED STATES TREASURY - 924,580.41 - (925,000.00) - - 419.59 - - - 205091001 LC-2013 A Capitalized Interest 313385PW0 FEDERAL HOME LOAN BANKS - 699,579.42 - (700,000.00) - - 420.58 - - - 205091001 LC-2013 A Capitalized Interest 313385EN2 FEDERAL HOME LOAN BANKS - 999,547.78 - (1,000,000.00) - - 452.22 - - - 205091001 LC-2013 A Capitalized Interest 45818LFZ8 INTER-AMERICAN DEVELOPMENT BANK - 799,484.45 - (800,000.00) - - 515.55 - - - 205091001 LC-2013 A Capitalized Interest 313385DP8 FEDERAL HOME LOAN BANKS - 1,099,480.71 - (1,100,000.00) - - 519.29 - - - 91 CIP STAMP Portfolio Transaction Report by Account Quarter ended December 31, 2017 ATTACHMENT 4 20 Page 5 of 38 Source Account Account Identifier Description Beginning Base Market Value Base Purchases Base Sales Base Maturities and Redemptions Base Paydowns Net Total Realized Gain/Loss Base Amortization/A ccretion Base Change In Net Unrealized Gain/Loss Ending Base Market Value Ending Accrued Income Balance 91 CIP STAMP Portfolio Transaction Report by Account Quarter ended December 31, 2017 205091001 LC-2013 A Capitalized Interest 313385PB6 FEDERAL HOME LOAN BANKS - 499,475.84 - (500,000.00) - - 524.16 - - - 205091001 LC-2013 A Capitalized Interest 31401MWC1 FN 712643 115,134.99 - - - 69,089.09 776.39 540.02 (1,502.96) - - 205091001 LC-2013 A Capitalized Interest 912828PF1 UNITED STATES TREASURY 475,304.00 (475,872.07) - - - - 596.68 (28.61) - - 205091001 LC-2013 A Capitalized Interest 313589PP2 FEDERAL NATIONAL MORTGAGE ASSOCIATION - 1,024,370.48 - (1,025,000.00) - - 629.52 - - - 205091001 LC-2013 A Capitalized Interest 313385PG5 FEDERAL HOME LOAN BANKS - 1,499,368.76 - (1,500,000.00) - - 631.24 - - - 205091001 LC-2013 A Capitalized Interest 313385PV2 FEDERAL HOME LOAN BANKS - 1,999,256.11 - (2,000,000.00) - - 743.89 - - - 205091001 LC-2013 A Capitalized Interest 037833AJ9 APPLE INC - - (2,992,050.00) - - 5,218.23 834.02 - - - 205091001 LC-2013 A Capitalized Interest 313385PM2 FEDERAL HOME LOAN BANKS - 1,149,156.98 - (1,150,000.00) - - 843.02 - - - 205091001 LC-2013 A Capitalized Interest 084664BE0 BERKSHIRE HATHAWAY FINANCE CORP - - 830,760.00 - - 81.89 858.43 - - - 205091001 LC-2013 A Capitalized Interest 313385FZ4 FEDERAL HOME LOAN BANKS - 1,199,116.00 - (1,200,000.00) - - 884.00 - - - 205091001 LC-2013 A Capitalized Interest 313385PU4 FEDERAL HOME LOAN BANKS - 724,075.63 - (725,000.00) - - 924.37 - - - 205091001 LC-2013 A Capitalized Interest 313385NZ5 FEDERAL HOME LOAN BANKS - 698,918.50 - (700,000.00) - - 1,081.50 - - - 205091001 LC-2013 A Capitalized Interest 313385MQ6 FEDERAL HOME LOAN BANKS - 1,198,821.67 - (1,200,000.00) - - 1,178.33 - - - 205091001 LC-2013 A Capitalized Interest 313385PE0 FEDERAL HOME LOAN BANKS - 698,812.63 - (700,000.00) - - 1,187.37 - - - 205091001 LC-2013 A Capitalized Interest 313385PP5 FEDERAL HOME LOAN BANKS - 1,498,300.01 - (1,500,000.00) - - 1,699.99 - - - 205091001 LC-2013 A Capitalized Interest 912828UA6 UNITED STATES TREASURY 1,748,652.50 - - (1,750,000.00) - 0.00 1,891.99 (544.49) - - 205091001 LC-2013 A Capitalized Interest 313385PR1 FEDERAL HOME LOAN BANKS - 1,897,739.00 - (1,900,000.00) - - 2,261.00 - - - 205091001 LC-2013 A Capitalized Interest 912828NW6 UNITED STATES TREASURY - (1,203,046.88) - 1,200,000.00 - - 3,046.88 - - - 205091001 LC-2013 A Capitalized Interest 912828PF1 UNITED STATES TREASURY 1,000,640.00 (1,003,750.00) - - - - 3,051.24 58.76 - - 205091001 LC-2013 A Capitalized Interest 912828UZ1 UNITED STATES TREASURY - - (2,092,781.25) - - (2,544.76) 3,823.02 - - - 12,754,077.10 32,110,692.55 (20,998,742.94) (22,985,000.00) (78,149.15) (2,822.46) 9,550.72 (3,409.06) 792,446.77 0.00 256350005 LC-Project Fund-Toll 2 912828QQ6 UNITED STATES TREASURY - 3,281,250.39 (3,247,636.72) - - (5,976.99) (27,636.68) - - - 256350005 LC-Project Fund-Toll 2 202795HU7 COMMONWEALTH EDISON CO - - (257,134.35) - - (682.49) (9,006.94) - - - 256350005 LC-Project Fund-Toll 2 912828HA1 UNITED STATES TREASURY - 2,007,500.00 - (2,000,000.00) - - (7,500.00) - - - 256350005 LC-Project Fund-Toll 2 209111ET6 CONSOLIDATED EDISON COMPANY OF NEW YORK INC - - (222,360.60) - - (326.61) (6,773.96) - - - 256350005 LC-Project Fund-Toll 2 912828VK3 UNITED STATES TREASURY - - (1,948,628.91) - - (6,035.86) (4,120.57) - - - 256350005 LC-Project Fund-Toll 2 26442CAD6 DUKE ENERGY CAROLINAS LLC - - (117,143.76) - - (176.80) (2,772.24) - - - 256350005 LC-Project Fund-Toll 2 313385LR5 FEDERAL HOME LOAN BANKS - (2,397,576.00) - 2,400,000.00 - - (2,424.00) - - - 256350005 LC-Project Fund-Toll 2 912828TM2 UNITED STATES TREASURY - (2,497,656.25) - 2,500,000.00 - - (2,343.75) - - - 256350005 LC-Project Fund-Toll 2 313385KD7 FEDERAL HOME LOAN BANKS - (2,197,985.77) - 2,200,000.00 - - (2,014.23) - - - 256350005 LC-Project Fund-Toll 2 5006E0X50 The Korea Development Bank 599,940.00 (598,080.00) - - - - (1,834.67) (25.33) - - 256350005 LC-Project Fund-Toll 2 313385HT6 FEDERAL HOME LOAN BANKS - (998,212.50) - 1,000,000.00 - - (1,787.50) - - - 256350005 LC-Project Fund-Toll 2 313385JZ0 FEDERAL HOME LOAN BANKS - (2,198,229.00) - 2,200,000.00 - - (1,771.00) - - - 256350005 LC-Project Fund-Toll 2 43357LW81 Hitachi Capital America Corp.- (1,198,500.00) - 1,200,000.00 - - (1,500.00) - - - 256350005 LC-Project Fund-Toll 2 02361KVH4 Ameren Illinois Company - (1,198,532.66) - 1,200,000.00 - - (1,467.34) - - - 256350005 LC-Project Fund-Toll 2 46640PWD1 J.P. Morgan Securities LLC - (1,198,576.67) - 1,200,000.00 - - (1,423.33) - - - 256350005 LC-Project Fund-Toll 2 43357LV90 Hitachi Capital America Corp.- (1,198,600.00) - 1,200,000.00 - - (1,400.00) - - - 256350005 LC-Project Fund-Toll 2 87030JRH4 Aktiebolaget Svensk Exportkredit - (1,298,635.00) - 1,300,000.00 - - (1,365.00) - - - 256350005 LC-Project Fund-Toll 2 63873JUX6 Natixis - (1,198,658.00) - 1,200,000.00 - - (1,342.00) - - - 256350005 LC-Project Fund-Toll 2 34108ARR0 Florida Power & Light Company - (1,098,659.84) - 1,100,000.00 - - (1,340.16) - - - 256350005 LC-Project Fund-Toll 2 63873JRC6 Natixis - (1,098,727.37) - 1,100,000.00 - - (1,272.63) - - - 256350005 LC-Project Fund-Toll 2 14912DWR6 Caterpillar Financial Services Corporation - (998,736.11) - 1,000,000.00 - - (1,263.89) - - - 256350005 LC-Project Fund-Toll 2 912828UR9 UNITED STATES TREASURY 1,701,811.65 - - - - - (1,254.92) 2,297.11 - - 256350005 LC-Project Fund-Toll 2 78355AV84 Ryder System, Inc.- (1,198,758.00) - 1,200,000.00 - - (1,242.00) - - - 256350005 LC-Project Fund-Toll 2 313385JN7 FEDERAL HOME LOAN BANKS - (2,598,772.23) - 2,600,000.00 - (0.00) (1,227.77) - - - 256350005 LC-Project Fund-Toll 2 89352HAP4 TRANSCANADA PIPELINES LTD 150,277.50 - - - - - (1,223.72) (758.58) - - 256350005 LC-Project Fund-Toll 2 02360RUA6 Ameren Corporation - (998,819.44) - 1,000,000.00 - - (1,180.56) - - - 256350005 LC-Project Fund-Toll 2 89837LAA3 TRUSTEES OF PRINCETON UNIVERSITY 182,724.50 - (180,916.75) - - (491.77) (1,153.17) (162.81) - - 256350005 LC-Project Fund-Toll 2 23336GVF5 DTE Electric Company - (1,198,857.00) - 1,200,000.00 - - (1,143.00) - - - 256350005 LC-Project Fund-Toll 2 09659BUJ7 BNP Paribas - (1,198,859.33) - 1,200,000.00 - - (1,140.67) - - - 256350005 LC-Project Fund-Toll 2 14912DQE2 Caterpillar Financial Services Corporation - (1,448,865.78) - 1,450,000.00 - - (1,134.22) - - - 256350005 LC-Project Fund-Toll 2 313397LC3 FEDERAL HOME LOAN MORTGAGE CORP - (2,498,883.33) - 2,500,000.00 - - (1,116.67) - - - 256350005 LC-Project Fund-Toll 2 313385LC8 FEDERAL HOME LOAN BANKS - (2,498,888.89) - 2,500,000.00 - - (1,111.11) - - - 256350005 LC-Project Fund-Toll 2 83700EQA9 South Carolina Electric & Gas Company - (1,448,906.06) - 1,450,000.00 - - (1,093.94) - - - 256350005 LC-Project Fund-Toll 2 22533TU38 Credit Agricole Corporate and Investment Bank - (1,498,950.00) - 1,500,000.00 - - (1,050.00) - - - 256350005 LC-Project Fund-Toll 2 02581RVR1 American Express Credit Corporation - (1,298,960.00) - 1,300,000.00 - - (1,040.00) - - - 256350005 LC-Project Fund-Toll 2 92780JQ61 Virginia Electric and Power Company - (1,448,962.44) - 1,450,000.00 - - (1,037.56) - - - 256350005 LC-Project Fund-Toll 2 43357LU59 Hitachi Capital America Corp.- (998,968.89) - 1,000,000.00 - - (1,031.11) - - - 256350005 LC-Project Fund-Toll 2 06538BU68 The Bank of Tokyo-Mitsubishi UFJ, Ltd.- (1,498,976.25) - 1,500,000.00 - - (1,023.75) - - - 256350005 LC-Project Fund-Toll 2 313385JQ0 FEDERAL HOME LOAN BANKS - (1,698,988.50) - 1,700,000.00 - - (1,011.50) - - - 256350005 LC-Project Fund-Toll 2 04056AW81 Arizona Public Service Company - (998,988.89) - 1,000,000.00 - - (1,011.11) - - - 256350005 LC-Project Fund-Toll 2 93884EW50 Washington Gas Light Company - (1,248,711.11) 1,249,713.20 - - 4.86 (1,006.95) - - - 256350005 LC-Project Fund-Toll 2 313385HN9 FEDERAL HOME LOAN BANKS - (2,398,999.99) - 2,400,000.00 - (0.00) (1,000.01) - - - 256350005 LC-Project Fund-Toll 2 313385JX5 FEDERAL HOME LOAN BANKS - (1,164,019.45) - 1,165,000.00 - - (980.55) - - - 256350005 LC-Project Fund-Toll 2 459515KF8 INTERNATIONAL FINANCE CORP - (1,999,036.66) - 2,000,000.00 - - (963.34) - - - 256350005 LC-Project Fund-Toll 2 34108AU54 Florida Power & Light Company - (1,499,041.67) - 1,500,000.00 - - (958.33) - - - 256350005 LC-Project Fund-Toll 2 313385EN2 FEDERAL HOME LOAN BANKS - (2,074,061.64) - 2,075,000.00 - - (938.36) - - - 256350005 LC-Project Fund-Toll 2 912796KT5 UNITED STATES TREASURY - (1,999,092.78) - 2,000,000.00 - - (907.22) - - - 256350005 LC-Project Fund-Toll 2 313385LA2 FEDERAL HOME LOAN BANKS - (2,499,097.23) - 2,500,000.00 - - (902.77) - - - 256350005 LC-Project Fund-Toll 2 313313HM3 FEDERAL FARM CREDIT BANKS - (559,115.20) - 560,000.00 - - (884.80) - - - 256350005 LC-Project Fund-Toll 2 14912DV48 Caterpillar Financial Services Corporation - (1,199,118.00) - 1,200,000.00 - - (882.00) - - - 256350005 LC-Project Fund-Toll 2 92780JUQ2 Virginia Electric and Power Company - (849,133.00) - 850,000.00 - - (867.00) - - - 256350005 LC-Project Fund-Toll 2 43357LP30 Hitachi Capital America Corp.- (2,599,149.96) - 2,600,000.00 - 0.00 (850.04) - - - 256350005 LC-Project Fund-Toll 2 63743CUC5 National Rural Utilities Cooperative Finance Corpo - (1,199,156.66) - 1,200,000.00 - - (843.34) - - - 256350005 LC-Project Fund-Toll 2 23336GSP7 DTE Electric Company - (1,399,167.00) - 1,400,000.00 - - (833.00) - - - 256350005 LC-Project Fund-Toll 2 23336GP62 DTE Electric Company - (2,599,170.89) - 2,600,000.00 - 0.00 (829.11) - - - 256350005 LC-Project Fund-Toll 2 61979JX44 Motiva Enterprises LLC 749,947.50 (749,125.00) - - - - (781.25) (41.25) - - 256350005 LC-Project Fund-Toll 2 63873FU63 Natixis - 900,770.47 - (900,000.00) - - (770.47) - - - 256350005 LC-Project Fund-Toll 2 57708LTS7 Mattel, Inc.- (1,199,253.34) - 1,200,000.00 - - (746.66) - - - 256350005 LC-Project Fund-Toll 2 313385JH0 FEDERAL HOME LOAN BANKS - (1,399,261.11) - 1,400,000.00 - - (738.89) - - - 256350005 LC-Project Fund-Toll 2 313385GY6 FEDERAL HOME LOAN BANKS - (3,499,265.98) - 3,500,000.00 - - (734.02) - - - 256350005 LC-Project Fund-Toll 2 43357LXA5 Hitachi Capital America Corp.749,797.50 (748,980.00) - - - - (733.13) (84.38) - - 256350005 LC-Project Fund-Toll 2 83700EP85 South Carolina Electric & Gas Company - (1,824,270.00) - 1,825,000.00 - - (730.00) - - - 256350005 LC-Project Fund-Toll 2 94988J5B9 WELLS FARGO BANK NA - - (250,091.00) - - 13.75 (727.02) - - - 256350005 LC-Project Fund-Toll 2 92780JVM0 Virginia Electric and Power Company - (699,291.25) - 700,000.00 - - (708.75) - - - 21 Page 6 of 38 Source Account Account Identifier Description Beginning Base Market Value Base Purchases Base Sales Base Maturities and Redemptions Base Paydowns Net Total Realized Gain/Loss Base Amortization/A ccretion Base Change In Net Unrealized Gain/Loss Ending Base Market Value Ending Accrued Income Balance 91 CIP STAMP Portfolio Transaction Report by Account Quarter ended December 31, 2017 256350005 LC-Project Fund-Toll 2 46625HJF8 JPMORGAN CHASE & CO - - (265,956.65) - - 398.75 (691.39) - - - 256350005 LC-Project Fund-Toll 2 63743CW17 National Rural Utilities Cooperative Finance Corpo - (1,099,233.66) 1,099,896.41 - - (0.91) (661.84) - - - 256350005 LC-Project Fund-Toll 2 313385JA5 FEDERAL HOME LOAN BANKS - (1,999,346.66) - 2,000,000.00 - - (653.34) - - - 256350005 LC-Project Fund-Toll 2 43357LRC8 Hitachi Capital America Corp.- (1,299,350.00) - 1,300,000.00 - - (650.00) - - - 256350005 LC-Project Fund-Toll 2 43357LPN6 Hitachi Capital America Corp.- (1,299,381.77) - 1,300,000.00 - - (618.23) - - - 256350005 LC-Project Fund-Toll 2 74433GSC1 Prudential Funding LLC - (1,199,384.00) - 1,200,000.00 - - (616.00) - - - 256350005 LC-Project Fund-Toll 2 912796LE7 UNITED STATES TREASURY - (3,999,385.78) - 4,000,000.00 - - (614.22) - - - 256350005 LC-Project Fund-Toll 2 22533TS98 Credit Agricole Corporate and Investment Bank - (1,199,386.67) - 1,200,000.00 - - (613.33) - - - 256350005 LC-Project Fund-Toll 2 26055AVB9 The Dow Chemical Company - (1,099,388.88) - 1,100,000.00 - - (611.12) - - - 256350005 LC-Project Fund-Toll 2 46640PSK0 J.P. Morgan Securities LLC - (699,390.22) - 700,000.00 - - (609.78) - - - 256350005 LC-Project Fund-Toll 2 89837LAA3 TRUSTEES OF PRINCETON UNIVERSITY 83,531.20 - (82,704.80) - - (595.36) (595.25) 364.21 - - 256350005 LC-Project Fund-Toll 2 26055ATT3 The Dow Chemical Company - (1,499,405.00) - 1,500,000.00 - - (595.00) - - - 256350005 LC-Project Fund-Toll 2 06538BQH9 The Bank of Tokyo-Mitsubishi UFJ, Ltd.- (999,416.67) - 1,000,000.00 - - (583.33) - - - 256350005 LC-Project Fund-Toll 2 21687AV18 Cooperatieve Rabobank U.A.- (1,199,420.00) - 1,200,000.00 - - (580.00) - - - 256350005 LC-Project Fund-Toll 2 97684GTK9 Wisconsin Public Service Corporation - (1,499,431.25) - 1,500,000.00 - - (568.75) - - - 256350005 LC-Project Fund-Toll 2 22549VMV2 Credit Suisse Group AG - 1,200,549.44 - (1,200,000.00) - - (549.44) - - - 256350005 LC-Project Fund-Toll 2 26055AWV4 The Dow Chemical Company - (749,453.12) - 750,000.00 - - (546.88) - - - 256350005 LC-Project Fund-Toll 2 23336GVV0 DTE Electric Company - (1,199,454.00) - 1,200,000.00 - - (546.00) - - - 256350005 LC-Project Fund-Toll 2 89233GU79 Toyota Motor Credit Corporation - (974,473.50) - 975,000.00 - - (526.50) - - - 256350005 LC-Project Fund-Toll 2 30229AUQ0 Exxon Mobil Corporation - (1,199,500.67) - 1,200,000.00 - - (499.33) - - - 256350005 LC-Project Fund-Toll 2 14912DVM8 Caterpillar Financial Services Corporation - (1,199,516.00) - 1,200,000.00 - - (484.00) - - - 256350005 LC-Project Fund-Toll 2 74433GUD6 Prudential Funding LLC - (1,199,523.33) - 1,200,000.00 - - (476.67) - - - 256350005 LC-Project Fund-Toll 2 4497W0Q19 ING (U.S.) Funding LLC - (999,533.61) - 1,000,000.00 - - (466.39) - - - 256350005 LC-Project Fund-Toll 2 63743CQP1 National Rural Utilities Cooperative Finance Corpo - (999,560.00) - 1,000,000.00 - - (440.00) - - - 256350005 LC-Project Fund-Toll 2 30229AU56 EXXON MOBIL CORP - (1,199,572.00) - 1,200,000.00 - - (428.00) - - - 256350005 LC-Project Fund-Toll 2 65602UDZ8 The Norinchukin Bank - 1,100,427.22 - (1,100,000.00) - - (427.22) - - - 256350005 LC-Project Fund-Toll 2 14912DU31 Caterpillar Financial Services Corporation - (1,199,574.67) - 1,200,000.00 - - (425.33) - - - 256350005 LC-Project Fund-Toll 2 23336GXA4 DTE Electric Company 749,797.50 (749,343.75) - - - - (420.00) (33.75) - - 256350005 LC-Project Fund-Toll 2 61979JU54 Motiva Enterprises LLC - (1,199,586.00) - 1,200,000.00 - - (414.00) - - - 256350005 LC-Project Fund-Toll 2 23337SS21 DTE Gas Company - (1,199,588.00) - 1,200,000.00 - - (412.00) - - - 256350005 LC-Project Fund-Toll 2 06366GX46 Bank of Montreal 749,947.50 (749,521.04) - - - - (403.33) (23.13) - - 256350005 LC-Project Fund-Toll 2 02581RWU3 American Express Credit Corporation - (674,604.75) - 675,000.00 - - (395.25) - - - 256350005 LC-Project Fund-Toll 2 26055ATF3 The Dow Chemical Company - (1,499,606.25) - 1,500,000.00 - - (393.75) - - - 256350005 LC-Project Fund-Toll 2 459053FH2 INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPM - (1,424,629.50) - 1,425,000.00 - - (370.50) - - - 256350005 LC-Project Fund-Toll 2 912828VK3 UNITED STATES TREASURY - - (129,908.59) - - (500.07) (361.23) - - - 256350005 LC-Project Fund-Toll 2 34108AQM2 Florida Power & Light Company - (599,640.00) - 600,000.00 - - (360.00) - - - 256350005 LC-Project Fund-Toll 2 93884ER72 Washington Gas Light Company - (599,640.00) - 600,000.00 - - (360.00) - - - 256350005 LC-Project Fund-Toll 2 38480JTU1 W. W. Grainger, Inc.- (1,499,640.00) - 1,500,000.00 - - (360.00) - - - 256350005 LC-Project Fund-Toll 2 912828VK3 UNITED STATES TREASURY - - (129,908.59) - - (496.13) (357.74) - - - 256350005 LC-Project Fund-Toll 2 912828VK3 UNITED STATES TREASURY - - (129,908.59) - - (494.16) (355.99) - - - 256350005 LC-Project Fund-Toll 2 037833BR0 APPLE INC 303,267.00 - (302,643.00) - - 717.77 (353.70) (988.07) - - 256350005 LC-Project Fund-Toll 2 912828XJ4 UNITED STATES TREASURY - (2,999,648.44) - 3,000,000.00 - - (351.56) - - - 256350005 LC-Project Fund-Toll 2 78355AXP4 Ryder System, Inc.749,467.50 (749,022.50) - - - - (345.00) (100.00) - - 256350005 LC-Project Fund-Toll 2 05531FAP8 BB&T CORP - - (261,107.60) - - 590.17 (342.38) - - - 256350005 LC-Project Fund-Toll 2 97684GWU3 Wisconsin Public Service Corporation - (674,671.88) - 675,000.00 - - (328.12) - - - 256350005 LC-Project Fund-Toll 2 59217GAY5 METROPOLITAN LIFE GLOBAL FUNDING I - - (250,060.00) - - (97.00) (322.90) - - - 256350005 LC-Project Fund-Toll 2 38480JTN7 W. W. Grainger, Inc.- (1,499,693.75) - 1,500,000.00 - - (306.25) - - - 256350005 LC-Project Fund-Toll 2 459053KC7 INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPM - (1,499,699.58) - 1,500,000.00 - - (300.42) - - - 256350005 LC-Project Fund-Toll 2 04056ATD4 Arizona Public Service Company - (1,499,708.34) - 1,500,000.00 - - (291.66) - - - 256350005 LC-Project Fund-Toll 2 09659BVP2 BNP Paribas - (1,499,710.01) - 1,500,000.00 - - (289.99) - - - 256350005 LC-Project Fund-Toll 2 912796KU2 UNITED STATES TREASURY - (1,599,715.60) - 1,600,000.00 - - (284.40) - - - 256350005 LC-Project Fund-Toll 2 26055AWV4 The Dow Chemical Company - (474,717.38) - 475,000.00 - - (282.62) - - - 256350005 LC-Project Fund-Toll 2 46640PTD5 J.P. Morgan Securities LLC - (1,499,731.67) - 1,500,000.00 - - (268.33) - - - 256350005 LC-Project Fund-Toll 2 912828VK3 UNITED STATES TREASURY - - (134,905.08) - - (394.14) (264.27) - - - 256350005 LC-Project Fund-Toll 2 161571GQ1 CHAIT 147 A - - - - (120,000.00) - (252.45) - - - 256350005 LC-Project Fund-Toll 2 71112JPA6 The Peoples Gas Light And Coke Company - (1,449,751.89) - 1,450,000.00 - (0.00) (248.11) - - - 256350005 LC-Project Fund-Toll 2 46623EKD0 JPMORGAN CHASE & CO - - (250,137.50) - - (8.56) (246.62) - - - 256350005 LC-Project Fund-Toll 2 04056AVF6 Arizona Public Service Company - (999,755.00) - 1,000,000.00 - - (245.00) - - - 256350005 LC-Project Fund-Toll 2 912828WT3 UNITED STATES TREASURY - 1,200,234.38 - (1,200,000.00) - - (234.38) - - - 256350005 LC-Project Fund-Toll 2 313385HC3 FEDERAL HOME LOAN BANKS - (1,499,767.50) - 1,500,000.00 - - (232.50) - - - 256350005 LC-Project Fund-Toll 2 60689DZ48 Mizuho Bank, Ltd.- 1,200,213.85 - (1,200,000.00) - - (213.85) - - - 256350005 LC-Project Fund-Toll 2 83369YBQ8 Societe Generale - 1,100,207.50 - (1,100,000.00) - - (207.50) - - - 256350005 LC-Project Fund-Toll 2 31677QAV1 FIFTH THIRD BANK - - (399,852.00) - - (254.89) (203.41) - - - 256350005 LC-Project Fund-Toll 2 74256LAT6 PRINCIPAL LIFE GLOBAL FUNDING II 360,262.80 - - (360,000.00) - - (202.05) (60.75) - - 256350005 LC-Project Fund-Toll 2 912828UR9 UNITED STATES TREASURY - - (564,359.96) - - (688.34) (201.06) - - - 256350005 LC-Project Fund-Toll 2 912828D49 UNITED STATES TREASURY - 2,500,195.31 - (2,500,000.00) - - (195.31) - - - 256350005 LC-Project Fund-Toll 2 97682RV99 Wisconsin Power and Light Company - (899,805.75) - 900,000.00 - - (194.25) - - - 256350005 LC-Project Fund-Toll 2 71112JRH9 The Peoples Gas Light And Coke Company - (1,299,806.81) - 1,300,000.00 - - (193.19) - - - 256350005 LC-Project Fund-Toll 2 912828UR9 UNITED STATES TREASURY - - (479,456.25) - - (589.34) (189.76) - - - 256350005 LC-Project Fund-Toll 2 06538BR70 The Bank of Tokyo-Mitsubishi UFJ, Ltd - (1,099,811.78) - 1,100,000.00 - - (188.22) - - - 256350005 LC-Project Fund-Toll 2 313385FE1 FEDERAL HOME LOAN BANKS - (949,817.13) - 950,000.00 - - (182.87) - - - 256350005 LC-Project Fund-Toll 2 313385KG0 FEDERAL HOME LOAN BANKS - (2,149,820.84) - 2,150,000.00 - (0.00) (179.16) - - - 256350005 LC-Project Fund-Toll 2 06050TLY6 BANK OF AMERICA NA - - 300,255.00 - - (455.03) (175.99) - - - 256350005 LC-Project Fund-Toll 2 92780JXB2 Virginia Electric and Power Company 749,775.00 (749,563.34) - - - - (163.75) (47.91) - - 256350005 LC-Project Fund-Toll 2 912828WP1 UNITED STATES TREASURY - 4,000,156.25 - (4,000,000.00) - - (156.25) - - - 256350005 LC-Project Fund-Toll 2 46623EKD0 JPMORGAN CHASE & CO - - 300,165.00 - - (274.26) (148.11) - - - 256350005 LC-Project Fund-Toll 2 04056AV25 Arizona Public Service Company - (599,854.16) - 600,000.00 - - (145.84) - - - 256350005 LC-Project Fund-Toll 2 36159LCR5 GEDFT 151 A 110,118.80 - - - - - (142.45) (36.33) - - 256350005 LC-Project Fund-Toll 2 34108AYF8 Florida Power & Light Company 748,837.50 (748,593.75) - - - - (140.63) (103.13) - - 256350005 LC-Project Fund-Toll 2 83700ERQ3 South Carolina Electric & Gas Company - (1,298,791.00) 1,298,890.67 - - 34.66 (134.33) - - - 256350005 LC-Project Fund-Toll 2 86563YHT3 Sumitomo Mitsui Banking Corporation - 700,130.72 - (700,000.00) - - (130.72) - - - 256350005 LC-Project Fund-Toll 2 87019RXG6 Swedbank AB 749,647.50 (749,500.00) - - - - (125.00) (22.50) - - 256350005 LC-Project Fund-Toll 2 04056AU34 Arizona Public Service Company - (1,199,879.00) - 1,200,000.00 - - (121.00) - - - 256350005 LC-Project Fund-Toll 2 06538NFU6 The Bank of Tokyo-Mitsubishi UFJ, Ltd.- 700,118.99 - (700,000.00) - - (118.99) - - - 256350005 LC-Project Fund-Toll 2 00280NXH8 Abbey National Treasury Services PLC 699,650.00 (699,501.83) - - - - (118.61) (29.56) - - 256350005 LC-Project Fund-Toll 2 4497W0XA1 ING (U.S.) Funding LLC 749,797.50 (749,675.00) - - - - (100.00) (22.50) - - 22 Page 7 of 38 Source Account Account Identifier Description Beginning Base Market Value Base Purchases Base Sales Base Maturities and Redemptions Base Paydowns Net Total Realized Gain/Loss Base Amortization/A ccretion Base Change In Net Unrealized Gain/Loss Ending Base Market Value Ending Accrued Income Balance 91 CIP STAMP Portfolio Transaction Report by Account Quarter ended December 31, 2017 256350005 LC-Project Fund-Toll 2 912828D98 UNITED STATES TREASURY - (2,999,882.81) 1,400,054.69 1,600,000.00 - (72.23) (99.65) - - - 256350005 LC-Project Fund-Toll 2 59217GAY5 METROPOLITAN LIFE GLOBAL FUNDING I - - 300,098.00 - - (144.50) (92.85) - - - 256350005 LC-Project Fund-Toll 2 912828WT3 UNITED STATES TREASURY - 1,100,085.94 - (1,100,000.00) - - (85.94) - - - 256350005 LC-Project Fund-Toll 2 161571HB3 CHAIT 161 A 502,595.00 - (502,500.00) - - 494.04 (85.76) (503.29) - - 256350005 LC-Project Fund-Toll 2 02361KU51 Ameren Illinois Company - (449,915.00) - 450,000.00 - - (85.00) - - - 256350005 LC-Project Fund-Toll 2 3137A85H7 FHR 3820F GJ 91,522.38 - (85,170.34) - (5,461.90) (1,250.63) (77.10) 437.62 - 0.00 256350005 LC-Project Fund-Toll 2 34108APD3 Florida Power & Light Company - (249,931.39) - 250,000.00 - - (68.61) - - - 256350005 LC-Project Fund-Toll 2 89113XBH6 Toronto Dominion Bank - 500,060.06 - (500,000.00) - - (60.06) - - - 256350005 LC-Project Fund-Toll 2 02582JGG9 AMXCA 132 A 301,170.00 - (301,136.72) - - 57.05 (59.18) (31.15) - - 256350005 LC-Project Fund-Toll 2 26055AXP6 The Dow Chemical Company 699,503.00 (699,412.00) - - - - (49.00) (42.00) - - 256350005 LC-Project Fund-Toll 2 17305TRV6 Citibank, N.A.- 625,040.57 - (625,000.00) - - (40.57) - - - 256350005 LC-Project Fund-Toll 2 912828WT3 UNITED STATES TREASURY - (999,960.94) - 1,000,000.00 - - (39.06) - - - 256350005 LC-Project Fund-Toll 2 313397MW8 FEDERAL HOME LOAN MORTGAGE CORP 649,824.50 (649,764.81) - - - - (36.18) (23.51) - - 256350005 LC-Project Fund-Toll 2 62888YAA0 NGN 11R1 NTS 147,350.59 - (129,101.20) - (18,076.22) (66.32) (32.11) (74.70) - - 256350005 LC-Project Fund-Toll 2 65819WAC7 NORTH CAROLINA EASTN MUN PWR AGY REV - - (35,112.00) - - (4.48) (29.67) - - - 256350005 LC-Project Fund-Toll 2 83369YTU0 Societe Generale - 750,029.52 - (750,000.00) - - (29.52) - - - 256350005 LC-Project Fund-Toll 2 46623EKD0 JPMORGAN CHASE & CO - - 180,099.00 - - (120.04) (28.53) - - - 256350005 LC-Project Fund-Toll 2 3137A1LC5 FHR 3710F AB 38,414.76 - (32,149.19) - (6,037.09) (464.48) (25.49) 261.50 - - 256350005 LC-Project Fund-Toll 2 313313NU8 FEDERAL FARM CREDIT BANKS 449,599.50 (449,553.75) - - - - (25.49) (20.26) - - 256350005 LC-Project Fund-Toll 2 86563YSC8 Sumitomo Mitsui Banking Corporation - (1,199,975.23) - 1,200,000.00 - - (24.77) - - - 256350005 LC-Project Fund-Toll 2 65819WAC7 NORTH CAROLINA EASTN MUN PWR AGY REV - - (30,096.00) - - 13.07 (21.12) - - - 256350005 LC-Project Fund-Toll 2 58769AAD8 MBALT 15B A3 - - (64,083.00) - (47,476.23) (50.31) (17.55) - - - 256350005 LC-Project Fund-Toll 2 22534HN64 Credit Agricole Corporate and Investment Bank - 450,017.51 - (450,000.00) - - (17.51) - - - 256350005 LC-Project Fund-Toll 2 912828F54 UNITED STATES TREASURY 999,940.00 (999,921.88) - - - - (17.36) (0.76) - - 256350005 LC-Project Fund-Toll 2 58769AAD8 MBALT 15B A3 - - (62,252.06) - (46,119.77) (48.88) (17.05) - - - 256350005 LC-Project Fund-Toll 2 912828VA5 UNITED STATES TREASURY - (98,371.09) 98,386.72 - - (3.01) (12.62) - - - 256350005 LC-Project Fund-Toll 2 3135G0ZB2 FEDERAL NATIONAL MORTGAGE ASSOCIATION - (1,399,990.20) - 1,400,000.00 - - (9.80) - - - 256350005 LC-Project Fund-Toll 2 89114QBF4 TORONTO-DOMINION BANK 403,512.00 - (403,595.20) - - 2,046.47 (9.78) (1,953.49) - - 256350005 LC-Project Fund-Toll 2 55279HAA8 MANUFACTURERS AND TRADERS TRUST CO - - (399,232.00) - - (769.05) (7.72) - - - 256350005 LC-Project Fund-Toll 2 912828VA5 UNITED STATES TREASURY - (147,310.55) 147,580.08 - - (262.55) (6.98) - - - 256350005 LC-Project Fund-Toll 2 58768FAB2 MBALT 16A A2A - 416,482.52 - - (416,466.24) (10.30) (5.98) - - - 256350005 LC-Project Fund-Toll 2 05581QAD0 BMWLT 152 A3 - 100,015.63 (18,076.94) - (81,911.76) (21.33) (5.60) (0.00) - - 256350005 LC-Project Fund-Toll 2 94988J5E3 WELLS FARGO BANK NA 256,966.05 - (256,986.45) - - 1,560.42 (2.35) (1,537.67) - - 256350005 LC-Project Fund-Toll 2 43814KAC5 HAROT 151 A3 118,291.28 - (31,185.76) - (87,154.59) (25.03) (1.43) 75.54 - - 256350005 LC-Project Fund-Toll 2 05531FAP8 BB&T CORP - - (120,511.20) - - 510.31 (0.59) - - - 256350005 LC-Project Fund-Toll 2 65602UTQ1 The Norinchukin Bank - (1,199,999.59) - 1,200,000.00 - - (0.41) - - - 256350005 LC-Project Fund-Toll 2 58769AAD8 MBALT 15B A3 - - 93,378.08 - 69,179.66 21.42 (0.23) - - - 256350005 LC-Project Fund-Toll 2 62888WAA4 NGN 10R3 1A - - - - - 0.00 (0.00) - - - 256350005 LC-Project Fund-Toll 2 477877AD6 JDOT 14B A3 - - - - - 0.00 (0.00) - - - 256350005 LC-Project Fund-Toll 2 9AMMF05B2 U.S. BANK MONEY MARKET ACCOUNT FUND 108,659.98 48,522,696.30 (48,631,356.28) - - - - - - - 256350005 LC-Project Fund-Toll 2 74153WCE7 PRICOA GLOBAL FUNDING I - - - - - - - - - - 256350005 LC-Project Fund-Toll 2 91159HHD5 U.S. BANCORP - - - - - - - - - - 256350005 LC-Project Fund-Toll 2 90290KAD7 USAOT 141 A4 - - - - - - - - - - 256350005 LC-Project Fund-Toll 2 063679ZT4 BANK OF MONTREAL - - - - - - - - - - 256350005 LC-Project Fund-Toll 2 3133EECD0 FEDERAL FARM CREDIT BANKS FUNDING CORP - - - - - - - - - - 256350005 LC-Project Fund-Toll 2 842434CN0 SOUTHERN CALIFORNIA GAS CO - - - - - - - - - - 256350005 LC-Project Fund-Toll 2 49130TRY4 KENTUCKY HSG CORP HSG REV - - - - - - - - - - 256350005 LC-Project Fund-Toll 2 38378BR35 GNR 12142 AB - - - - - - - - - - 256350005 LC-Project Fund-Toll 2 3133XY2H7 FEDERAL HOME LOAN BANKS - - - - - - - - - - 256350005 LC-Project Fund-Toll 2 65819WAC7 NORTH CAROLINA EASTN MUN PWR AGY REV - - (125,400.00) - - 400.00 - - - - 256350005 LC-Project Fund-Toll 2 31394GH22 FHR 2649G KA - - - - - - - - - - 256350005 LC-Project Fund-Toll 2 38378NNA7 GNR 13194 AB - - - - - - - - - - 256350005 LC-Project Fund-Toll 2 58772PAC2 MBART 151 A2B - - - - - - - - - - 256350005 LC-Project Fund-Toll 2 912828TG5 UNITED STATES TREASURY - - - - - - - - - - 256350005 LC-Project Fund-Toll 2 36225EUY6 G2 082398 - - - - - - - - - - 256350005 LC-Project Fund-Toll 2 60689LAC9 MMAF 13A A3 - - - - - - - - - - 256350005 LC-Project Fund-Toll 2 3137AH6B9 FHMS K015 A1 - - - - - - - - - - 256350005 LC-Project Fund-Toll 2 937308AZ7 WBRP 3.2 WASHINGTON BIOMEDICAL RESH PPTYS WASH LEA - - (95,057.95) - - 57.95 - - - - 256350005 LC-Project Fund-Toll 2 46849LSL6 JACKSON NATIONAL LIFE GLOBAL FUNDING - - - - - - - - - - 256350005 LC-Project Fund-Toll 2 80851QDA9 CHARLES SCHWAB CORPORATION (THE)- - - - - - - - - - 256350005 LC-Project Fund-Toll 2 0258M0DZ9 AMERICAN EXPRESS CREDIT CORP - - - - - - - - - - 256350005 LC-Project Fund-Toll 2 912828KD1 UNITED STATES TREASURY - - (0.00) - - 0.00 - - - - 256350005 LC-Project Fund-Toll 2 912828KD1 UNITED STATES TREASURY - - - - - - - - - - 256350005 LC-Project Fund-Toll 2 91476PPG7 UNIVERSITY OKLA REVS - - - - - - - - - - 256350005 LC-Project Fund-Toll 2 38147MAA3 GOLDMAN SACHS GROUP INC - - - - - - - - - - 256350005 LC-Project Fund-Toll 2 912828KD1 UNITED STATES TREASURY - - - - - - - - - - 256350005 LC-Project Fund-Toll 2 161571FK5 CHAIT 124 A - - - - - - - - - - 256350005 LC-Project Fund-Toll 2 912828TG5 UNITED STATES TREASURY - - - - - - - - - - 256350005 LC-Project Fund-Toll 2 22546QAM9 CREDIT SUISSE AG (NEW YORK BRANCH)- - - - - - - - - - 256350005 LC-Project Fund-Toll 2 865622CB8 SUMITOMO MITSUI BANKING CORP 252,365.00 - (251,802.50) - - 1,802.50 - (2,365.00) - - 256350005 LC-Project Fund-Toll 2 89114QBF4 TORONTO-DOMINION BANK 126,097.50 - (126,123.50) - - 1,123.50 - (1,097.50) - - 256350005 LC-Project Fund-Toll 2 55279HAH3 MANUFACTURERS AND TRADERS TRUST CO - - - - - - - - - - 256350005 LC-Project Fund-Toll 2 62944BBC7 BANK NEDERLANDSE GEMEENTEN NV - - - - - - - - - - 256350005 LC-Project Fund-Toll 2 06050TKX9 BANK OF AMERICA, N.A.- - - - - - - - - - 256350005 LC-Project Fund-Toll 2 94988J5B9 WELLS FARGO BANK NA - - (250,091.00) - - 91.00 - - - - 256350005 LC-Project Fund-Toll 2 302154BL2 EXPORT IMPORT BANK OF KOREA - - - - - - - - - - 256350005 LC-Project Fund-Toll 2 037833BR0 APPLE INC 151,633.50 - (151,321.50) - - 1,321.50 - (1,633.50) - - 256350005 LC-Project Fund-Toll 2 6174467V5 MORGAN STANLEY - - - - - - - - - - 256350005 LC-Project Fund-Toll 2 13063BFU1 CALIFORNIA ST - - - - - - - - - - 256350005 LC-Project Fund-Toll 2 20772JL59 CONNECTICUT ST - - - - - - - - - - 256350005 LC-Project Fund-Toll 2 48121CYK6 JPMORGAN CHASE BANK NA 250,000.00 - - (250,000.00) - - - - - - 256350005 LC-Project Fund-Toll 2 912828KD1 UNITED STATES TREASURY - - 0.00 - - (0.00) - - - - 256350005 LC-Project Fund-Toll 2 912828B58 UNITED STATES TREASURY - - - - - - - - - - 256350005 LC-Project Fund-Toll 2 47787UAD5 JDOT 15 A3 - - - - - - - - - - 256350005 LC-Project Fund-Toll 2 298785GK6 EUROPEAN INVESTMENT BANK - - - - - - - - - - 256350005 LC-Project Fund-Toll 2 36159LBW5 GEDFT 122 A - - - - - - - - - - 23 Page 8 of 38 Source Account Account Identifier Description Beginning Base Market Value Base Purchases Base Sales Base Maturities and Redemptions Base Paydowns Net Total Realized Gain/Loss Base Amortization/A ccretion Base Change In Net Unrealized Gain/Loss Ending Base Market Value Ending Accrued Income Balance 91 CIP STAMP Portfolio Transaction Report by Account Quarter ended December 31, 2017 256350005 LC-Project Fund-Toll 2 912828UF5 UNITED STATES TREASURY - - - - - - - - - - 256350005 LC-Project Fund-Toll 2 912828UF5 UNITED STATES TREASURY - - - - - - - - - - 256350005 LC-Project Fund-Toll 2 06050TKX9 BANK OF AMERICA, N.A.- - - - - - - - - - 256350005 LC-Project Fund-Toll 2 912828B58 UNITED STATES TREASURY - - - - - - - - - - 256350005 LC-Project Fund-Toll 2 912828UF5 UNITED STATES TREASURY - - - - - - - - - - 256350005 LC-Project Fund-Toll 2 298785GK6 EUROPEAN INVESTMENT BANK - - - - - - - - - - 256350005 LC-Project Fund-Toll 2 912828TG5 UNITED STATES TREASURY - - - - - - - - - - 256350005 LC-Project Fund-Toll 2 477877AD6 JDOT 14B A3 - - - - - - - - - - 256350005 LC-Project Fund-Toll 2 62944BBC7 BANK NEDERLANDSE GEMEENTEN NV - - - - - - - - - - 256350005 LC-Project Fund-Toll 2 91159HHD5 U.S. BANCORP - - - - - - - - - - 256350005 LC-Project Fund-Toll 2 6174467V5 MORGAN STANLEY - - - - - - - - - - 256350005 LC-Project Fund-Toll 2 47787UAD5 JDOT 15 A3 - - - - - - - - - - 256350005 LC-Project Fund-Toll 2 22546QAM9 CREDIT SUISSE AG (NEW YORK BRANCH)- - - - - - - - - - 256350005 LC-Project Fund-Toll 2 0258M0DZ9 AMERICAN EXPRESS CREDIT CORP - - - - - - - - - - 256350005 LC-Project Fund-Toll 2 13063BFU1 CALIFORNIA ST - - - - - - - - - - 256350005 LC-Project Fund-Toll 2 46849LSL6 JACKSON NATIONAL LIFE GLOBAL FUNDING - - - - - - - - - - 256350005 LC-Project Fund-Toll 2 955116AZ1 WEST PALM BEACH FLA SPL OBLIG 230,000.00 - - (230,000.00) - - - - - - 256350005 LC-Project Fund-Toll 2 61747YDT9 MORGAN STANLEY - - - - - - - - - - 256350005 LC-Project Fund-Toll 2 69353RET1 PNC BANK NA - - - - - - - - - - 256350005 LC-Project Fund-Toll 2 55279HAH3 MANUFACTURERS AND TRADERS TRUST CO - - - - - - - - - - 256350005 LC-Project Fund-Toll 2 3137AH6Q6 FHMS K704 A2 - - - - - - - - - - 256350005 LC-Project Fund-Toll 2 780082AA1 ROYAL BANK OF CANADA - - - - - - - - - - 256350005 LC-Project Fund-Toll 2 780082AA1 ROYAL BANK OF CANADA - - - - - - - - - - 256350005 LC-Project Fund-Toll 2 3137AH6B9 FHMS K015 A1 - - - - - - - - - - 256350005 LC-Project Fund-Toll 2 62888WAA4 NGN 10R3 1A - - - - - - - - - - 256350005 LC-Project Fund-Toll 2 06416CAA6 BANK OF NOVA SCOTIA - - - - - - - - - - 256350005 LC-Project Fund-Toll 2 233851CF9 DAIMLER FINANCE NORTH AMERICA LLC - - - - - - - - - - 256350005 LC-Project Fund-Toll 2 94974BGR5 WELLS FARGO & CO - - - - - - - - - - 256350005 LC-Project Fund-Toll 2 65474VAL5 NMOTR 16A A2 - - - - - - - - - - 256350005 LC-Project Fund-Toll 2 3138ELY64 FN AL4332 - - - - - - - - - - 256350005 LC-Project Fund-Toll 2 74153WCE7 PRICOA GLOBAL FUNDING I - - - - - - - - - - 256350005 LC-Project Fund-Toll 2 46849LSL6 JACKSON NATIONAL LIFE GLOBAL FUNDING - - - - - - - - - - 256350005 LC-Project Fund-Toll 2 302154BL2 EXPORT IMPORT BANK OF KOREA - - - - - - - - - - 256350005 LC-Project Fund-Toll 2 06367XF30 BANK OF MONTREAL - - - - - - - - - - 256350005 LC-Project Fund-Toll 2 3136A2HB2 FNR 11111B PC - - - - - - - - - - 256350005 LC-Project Fund-Toll 2 891145W59 TORONTO-DOMINION BANK - - - - - - - - - - 256350005 LC-Project Fund-Toll 2 05531FAQ6 BB&T CORP - - - - - - - - - - 256350005 LC-Project Fund-Toll 2 69353RET1 PNC BANK NA - - - - - - - - - - 256350005 LC-Project Fund-Toll 2 36159LBW5 GEDFT 122 A - - - - - - - - - - 256350005 LC-Project Fund-Toll 2 43357LND0 Hitachi Capital America Corp.- - - - - - - - - - 256350005 LC-Project Fund-Toll 2 83700ENK0 South Carolina Electric & Gas Company - - - - - - - - - - 256350005 LC-Project Fund-Toll 2 71112JN42 The Peoples Gas Light And Coke Company - - - - - - - - - - 256350005 LC-Project Fund-Toll 2 313397AD3 FEDERAL HOME LOAN MORTGAGE CORP - - - - - - - - - - 256350005 LC-Project Fund-Toll 2 313385AD8 FEDERAL HOME LOAN BANKS - - - - - - - - - - 256350005 LC-Project Fund-Toll 2 06538BN58 The Bank of Tokyo-Mitsubishi UFJ, Ltd.- - - - - - - - - - 256350005 LC-Project Fund-Toll 2 94988J5B9 WELLS FARGO BANK NA 250,522.50 - - - - - - (522.50) - - 256350005 LC-Project Fund-Toll 2 937308AZ7 WBRP 3.2 WASHINGTON BIOMEDICAL RESH PPTYS WASH LEA - - 95,057.95 - - (57.95) - - - - 256350005 LC-Project Fund-Toll 2 912828C73 UNITED STATES TREASURY - (525,000.00) - 525,000.00 - - - - - - 256350005 LC-Project Fund-Toll 2 17325FAD0 CITIBANK NA 261,240.20 (260,000.00) - - - - - (1,240.20) - - 256350005 LC-Project Fund-Toll 2 65819WAC7 NORTH CAROLINA EASTN MUN PWR AGY REV - - 125,400.00 - - (400.00) - - - - 256350005 LC-Project Fund-Toll 2 22534HL41 Credit Agricole Corporate and Investment Bank - (1,200,000.00) - 1,200,000.00 - - - - - - 256350005 LC-Project Fund-Toll 2 65590AKH8 Nordea Bank AB - (900,000.00) - 900,000.00 - - - - - - 256350005 LC-Project Fund-Toll 2 89113XFD1 The Toronto-Dominion Bank 750,000.00 (750,000.00) - - - - - - - - 256350005 LC-Project Fund-Toll 2 22534HQ38 Credit Agricole Corporate and Investment Bank 500,000.00 (500,000.00) - - - - - - - - 256350005 LC-Project Fund-Toll 2 65602UWN4 The Norinchukin Bank 750,000.00 (750,000.00) - - - - - - - - 256350005 LC-Project Fund-Toll 2 05582WG99 BNP Paribas 750,000.00 (750,000.00) - - - - - - - - 256350005 LC-Project Fund-Toll 2 05582WG99 BNP Paribas - 750,000.00 - (750,000.00) - - - - - - 256350005 LC-Project Fund-Toll 2 89113XFD1 The Toronto-Dominion Bank - 750,000.00 - (750,000.00) - - - - - - 256350005 LC-Project Fund-Toll 2 06371ETS6 Bank of Montreal - 500,000.00 (499,639.17) - - (360.83) - - - - 256350005 LC-Project Fund-Toll 2 17325FAD0 CITIBANK NA - 260,000.00 (261,034.80) - - 1,034.80 - - - - 256350005 LC-Project Fund-Toll 2 22534HQ38 Credit Agricole Corporate and Investment Bank - 500,000.00 - (500,000.00) - - - - - - 256350005 LC-Project Fund-Toll 2 63873NLQ2 Natixis - 750,000.00 - (750,000.00) - - - - - - 256350005 LC-Project Fund-Toll 2 912828C73 UNITED STATES TREASURY - 525,000.00 - (525,000.00) - - - - - - 256350005 LC-Project Fund-Toll 2 65590AKH8 Nordea Bank AB - 900,000.00 - (900,000.00) - - - - - - 256350005 LC-Project Fund-Toll 2 22534HL41 Credit Agricole Corporate and Investment Bank - 1,200,000.00 - (1,200,000.00) - - - - - - 256350005 LC-Project Fund-Toll 2 65602UWN4 The Norinchukin Bank - 750,000.00 - (750,000.00) - - - - - - 256350005 LC-Project Fund-Toll 2 55315FAB6 MMAF 16A A2 144,250.91 - (87,533.92) - (56,581.41) (164.18) 0.11 28.49 - - 256350005 LC-Project Fund-Toll 2 58769AAD8 MBALT 15B A3 - - (93,378.08) - (69,179.66) (21.42) 0.23 - - - 256350005 LC-Project Fund-Toll 2 65602UTQ1 The Norinchukin Bank - 1,199,999.59 - (1,200,000.00) - - 0.41 - - - 256350005 LC-Project Fund-Toll 2 05531FAP8 BB&T CORP 120,565.20 - - - - - 0.48 (564.20) - - 256350005 LC-Project Fund-Toll 2 65478QAD0 NALT 16A A3 154,981.40 - (154,800.20) - - (198.49) 0.79 16.50 - - 256350005 LC-Project Fund-Toll 2 58768MAD3 MBALT 16B A4 189,371.10 - (188,686.33) - - (1,305.51) 1.69 619.06 - - 256350005 LC-Project Fund-Toll 2 05581QAD0 BMWLT 152 A3 43,460.62 (100,015.63) - - 56,541.12 7.42 4.20 2.27 - - 256350005 LC-Project Fund-Toll 2 58768FAB2 MBALT 16A A2A 126,031.69 (416,482.52) - - 290,428.25 9.08 5.09 8.40 - - 256350005 LC-Project Fund-Toll 2 55315GAC2 MMAF 15A A3 16,407.17 - (6,599.54) - (9,812.81) 9.12 5.44 (9.39) - - 256350005 LC-Project Fund-Toll 2 55279HAA8 MANUFACTURERS AND TRADERS TRUST CO 399,928.00 - - - - - 6.00 74.77 - - 256350005 LC-Project Fund-Toll 2 912828VA5 UNITED STATES TREASURY - 147,310.55 (147,580.08) - - 262.55 6.98 - - - 256350005 LC-Project Fund-Toll 2 05582XAD4 BMWLT 162 A3 543,332.30 - (542,211.13) - - (2,762.06) 8.32 1,632.57 - - 256350005 LC-Project Fund-Toll 2 83369YTU0 Societe Generale 750,075.00 (750,029.52) - - - - 8.43 (53.91) - - 256350005 LC-Project Fund-Toll 2 3135G0ZB2 FEDERAL NATIONAL MORTGAGE ASSOCIATION - 1,399,990.20 - (1,400,000.00) - - 9.80 - - - 256350005 LC-Project Fund-Toll 2 912828VA5 UNITED STATES TREASURY - 98,371.09 (98,386.72) - - 3.01 12.62 - - - 256350005 LC-Project Fund-Toll 2 55315GAC2 MMAF 15A A3 115,787.77 - (46,573.87) - (69,250.42) (35.81) 13.06 59.28 - - 256350005 LC-Project Fund-Toll 2 58769AAD8 MBALT 15B A3 - - 62,252.06 - 46,119.77 48.88 17.05 - - - 256350005 LC-Project Fund-Toll 2 58769AAD8 MBALT 15B A3 - - 64,083.00 - 47,476.23 50.31 17.55 - - - 256350005 LC-Project Fund-Toll 2 65819WAC7 NORTH CAROLINA EASTN MUN PWR AGY REV - - 30,096.00 - - (13.07) 21.12 - - - 256350005 LC-Project Fund-Toll 2 86563YSC8 Sumitomo Mitsui Banking Corporation - 1,199,975.23 - (1,200,000.00) - - 24.77 - - - 256350005 LC-Project Fund-Toll 2 46623EKD0 JPMORGAN CHASE & CO - - (180,099.00) - - 120.04 28.53 - - - 256350005 LC-Project Fund-Toll 2 65819WAC7 NORTH CAROLINA EASTN MUN PWR AGY REV - - 35,112.00 - - 4.48 29.67 - - - 24 Page 9 of 38 Source Account Account Identifier Description Beginning Base Market Value Base Purchases Base Sales Base Maturities and Redemptions Base Paydowns Net Total Realized Gain/Loss Base Amortization/A ccretion Base Change In Net Unrealized Gain/Loss Ending Base Market Value Ending Accrued Income Balance 91 CIP STAMP Portfolio Transaction Report by Account Quarter ended December 31, 2017 256350005 LC-Project Fund-Toll 2 17305TRV6 Citibank, N.A.625,000.00 (625,040.57) - - - - 34.48 6.09 - - 256350005 LC-Project Fund-Toll 2 912828WT3 UNITED STATES TREASURY - 999,960.94 - (1,000,000.00) - - 39.06 - - - 256350005 LC-Project Fund-Toll 2 912828UA6 UNITED STATES TREASURY 119,907.60 - - (120,000.00) - - 40.43 51.97 - - 256350005 LC-Project Fund-Toll 2 02361KY65 AMEREN ILLINOIS CO - 449,951.25 - (450,000.00) - - 48.75 - - - 256350005 LC-Project Fund-Toll 2 912828UA6 UNITED STATES TREASURY 799,384.00 - - (800,000.00) - - 55.17 560.83 - - 256350005 LC-Project Fund-Toll 2 912828UA6 UNITED STATES TREASURY 169,869.10 - - (170,000.00) - - 55.43 75.47 - - 256350005 LC-Project Fund-Toll 2 34108APD3 Florida Power & Light Company - 249,931.39 - (250,000.00) - - 68.61 - - - 256350005 LC-Project Fund-Toll 2 06538NFU6 The Bank of Tokyo-Mitsubishi UFJ, Ltd.700,091.00 (700,118.99) - - - - 69.75 (41.76) - - 256350005 LC-Project Fund-Toll 2 912828F54 UNITED STATES TREASURY - 999,921.88 - (1,000,000.00) - - 78.12 - - - 256350005 LC-Project Fund-Toll 2 86563YHT3 Sumitomo Mitsui Banking Corporation 700,070.00 (700,130.72) - - - - 79.71 (18.99) - - 256350005 LC-Project Fund-Toll 2 02361KU51 Ameren Illinois Company - 449,915.00 - (450,000.00) - - 85.00 - - - 256350005 LC-Project Fund-Toll 2 912828WT3 UNITED STATES TREASURY - (1,100,085.94) - 1,100,000.00 - - 85.94 - - - 256350005 LC-Project Fund-Toll 2 59217GAY5 METROPOLITAN LIFE GLOBAL FUNDING I - - (300,098.00) - - 144.50 92.85 - - - 256350005 LC-Project Fund-Toll 2 912828D98 UNITED STATES TREASURY - 2,999,882.81 (1,400,054.69) (1,600,000.00) - 72.23 99.65 - - - 256350005 LC-Project Fund-Toll 2 912828UA6 UNITED STATES TREASURY 374,711.25 - - (375,000.00) - - 119.21 169.54 - - 256350005 LC-Project Fund-Toll 2 04056AU34 Arizona Public Service Company - 1,199,879.00 - (1,200,000.00) - - 121.00 - - - 256350005 LC-Project Fund-Toll 2 36159LCR5 GEDFT 151 A - - (110,073.05) - - 0.27 132.76 - - - 256350005 LC-Project Fund-Toll 2 83700ERQ3 South Carolina Electric & Gas Company - 1,298,791.00 (1,298,890.67) - - (34.66) 134.33 - - - 256350005 LC-Project Fund-Toll 2 912828UR9 UNITED STATES TREASURY 479,102.40 - - - - - 137.66 995.29 - - 256350005 LC-Project Fund-Toll 2 912828VK3 UNITED STATES TREASURY 135,079.65 - - - - - 142.06 341.77 - - 256350005 LC-Project Fund-Toll 2 04056AV25 Arizona Public Service Company - 599,854.16 - (600,000.00) - - 145.84 - - - 256350005 LC-Project Fund-Toll 2 912828UR9 UNITED STATES TREASURY 563,943.45 - - - - - 145.85 1,160.06 - - 256350005 LC-Project Fund-Toll 2 46623EKD0 JPMORGAN CHASE & CO - - (300,165.00) - - 274.26 148.11 - - - 256350005 LC-Project Fund-Toll 2 912828WP1 UNITED STATES TREASURY - (4,000,156.25) - 4,000,000.00 - - 156.25 - - - 256350005 LC-Project Fund-Toll 2 06050TLY6 BANK OF AMERICA NA - - (300,255.00) - - 455.03 175.99 - - - 256350005 LC-Project Fund-Toll 2 313385KG0 FEDERAL HOME LOAN BANKS - 2,149,820.84 - (2,150,000.00) - 0.00 179.16 - - - 256350005 LC-Project Fund-Toll 2 313385FE1 FEDERAL HOME LOAN BANKS - 949,817.13 - (950,000.00) - - 182.87 - - - 256350005 LC-Project Fund-Toll 2 92780JXL0 Virginia Electric and Power Company - 749,813.33 - (750,000.00) - - 186.67 - - - 256350005 LC-Project Fund-Toll 2 06538BR70 The Bank of Tokyo-Mitsubishi UFJ, Ltd - 1,099,811.78 - (1,100,000.00) - - 188.22 - - - 256350005 LC-Project Fund-Toll 2 912828VK3 UNITED STATES TREASURY 130,076.70 - - - - - 191.37 490.68 - - 256350005 LC-Project Fund-Toll 2 912828VK3 UNITED STATES TREASURY 130,076.70 - - - - - 192.31 493.46 - - 256350005 LC-Project Fund-Toll 2 71112JRH9 The Peoples Gas Light And Coke Company - 1,299,806.81 - (1,300,000.00) - - 193.19 - - - 256350005 LC-Project Fund-Toll 2 46107JY80 Interstate Power and Light Company - 749,806.04 - (750,000.00) - - 193.96 - - - 256350005 LC-Project Fund-Toll 2 912828VK3 UNITED STATES TREASURY 130,076.70 - - - - - 194.19 499.01 - - 256350005 LC-Project Fund-Toll 2 97682RV99 Wisconsin Power and Light Company - 899,805.75 - (900,000.00) - - 194.25 - - - 256350005 LC-Project Fund-Toll 2 912828D49 UNITED STATES TREASURY - (2,500,195.31) - 2,500,000.00 - - 195.31 - - - 256350005 LC-Project Fund-Toll 2 31677QAV1 FIFTH THIRD BANK 399,812.00 - - - - - 200.64 297.66 - - 256350005 LC-Project Fund-Toll 2 83369YBQ8 Societe Generale - (1,100,207.50) - 1,100,000.00 - - 207.50 - - - 256350005 LC-Project Fund-Toll 2 60689DZ48 Mizuho Bank, Ltd.- (1,200,213.85) - 1,200,000.00 - - 213.85 - - - 256350005 LC-Project Fund-Toll 2 161571GQ1 CHAIT 147 A 120,008.40 - - - - - 221.44 22.61 - - 256350005 LC-Project Fund-Toll 2 313385HC3 FEDERAL HOME LOAN BANKS - 1,499,767.50 - (1,500,000.00) - - 232.50 - - - 256350005 LC-Project Fund-Toll 2 912828WT3 UNITED STATES TREASURY - (1,200,234.38) - 1,200,000.00 - - 234.38 - - - 256350005 LC-Project Fund-Toll 2 313397MW8 FEDERAL HOME LOAN MORTGAGE CORP - 649,764.81 - (650,000.00) - - 235.19 - - - 256350005 LC-Project Fund-Toll 2 04056AVF6 Arizona Public Service Company - 999,755.00 - (1,000,000.00) - - 245.00 - - - 256350005 LC-Project Fund-Toll 2 46623EKD0 JPMORGAN CHASE & CO - - 250,137.50 - - 8.56 246.62 - - - 256350005 LC-Project Fund-Toll 2 71112JPA6 The Peoples Gas Light And Coke Company - 1,449,751.89 - (1,450,000.00) - 0.00 248.11 - - - 256350005 LC-Project Fund-Toll 2 74005HXH0 Praxair, Inc.- 549,750.21 - (550,000.00) - - 249.79 - - - 256350005 LC-Project Fund-Toll 2 46640PTD5 J.P. Morgan Securities LLC - 1,499,731.67 - (1,500,000.00) - - 268.33 - - - 256350005 LC-Project Fund-Toll 2 459053PY4 INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPM - 499,725.00 - (500,000.00) - - 275.00 - - - 256350005 LC-Project Fund-Toll 2 05531FAP8 BB&T CORP 261,224.60 - - - - - 278.02 (642.82) - - 256350005 LC-Project Fund-Toll 2 26055AWV4 The Dow Chemical Company - 474,717.38 - (475,000.00) - - 282.62 - - - 256350005 LC-Project Fund-Toll 2 912796KU2 UNITED STATES TREASURY - 1,599,715.60 - (1,600,000.00) - - 284.40 - - - 256350005 LC-Project Fund-Toll 2 09659BVP2 BNP Paribas - 1,499,710.01 - (1,500,000.00) - - 289.99 - - - 256350005 LC-Project Fund-Toll 2 04056ATD4 Arizona Public Service Company - 1,499,708.34 - (1,500,000.00) - - 291.66 - - - 256350005 LC-Project Fund-Toll 2 459053KC7 INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPM - 1,499,699.58 - (1,500,000.00) - - 300.42 - - - 256350005 LC-Project Fund-Toll 2 38480JTN7 W. W. Grainger, Inc.- 1,499,693.75 - (1,500,000.00) - - 306.25 - - - 256350005 LC-Project Fund-Toll 2 61979JXH5 Motiva Enterprises LLC - 749,679.17 - (750,000.00) - - 320.83 - - - 256350005 LC-Project Fund-Toll 2 59217GAY5 METROPOLITAN LIFE GLOBAL FUNDING I - - 250,060.00 - - 97.00 322.90 - - - 256350005 LC-Project Fund-Toll 2 4497W0XA1 ING (U.S.) Funding LLC - 749,675.00 - (750,000.00) - - 325.00 - - - 256350005 LC-Project Fund-Toll 2 97684GWU3 Wisconsin Public Service Corporation - 674,671.88 - (675,000.00) - - 328.12 - - - 256350005 LC-Project Fund-Toll 2 912828XJ4 UNITED STATES TREASURY - 2,999,648.44 - (3,000,000.00) - - 351.56 - - - 256350005 LC-Project Fund-Toll 2 87019RZ41 Swedbank AB - 499,647.09 - (500,000.00) - - 352.91 - - - 256350005 LC-Project Fund-Toll 2 38480JTU1 W. W. Grainger, Inc.- 1,499,640.00 - (1,500,000.00) - - 360.00 - - - 256350005 LC-Project Fund-Toll 2 34108AQM2 Florida Power & Light Company - 599,640.00 - (600,000.00) - - 360.00 - - - 256350005 LC-Project Fund-Toll 2 93884ER72 Washington Gas Light Company - 599,640.00 - (600,000.00) - - 360.00 - - - 256350005 LC-Project Fund-Toll 2 459053FH2 INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPM - 1,424,629.50 - (1,425,000.00) - - 370.50 - - - 256350005 LC-Project Fund-Toll 2 06538BZ48 The Bank of Tokyo-Mitsubishi UFJ, Ltd - 349,626.28 - (350,000.00) - - 373.72 - - - 256350005 LC-Project Fund-Toll 2 61979JZ42 Motiva Enterprises LLC - 499,622.64 - (500,000.00) - - 377.36 - - - 256350005 LC-Project Fund-Toll 2 26055ATF3 The Dow Chemical Company - 1,499,606.25 - (1,500,000.00) - - 393.75 - - - 256350005 LC-Project Fund-Toll 2 02581RWU3 American Express Credit Corporation - 674,604.75 - (675,000.00) - - 395.25 - - - 256350005 LC-Project Fund-Toll 2 23337SS21 DTE Gas Company - 1,199,588.00 - (1,200,000.00) - - 412.00 - - - 256350005 LC-Project Fund-Toll 2 61979JU54 Motiva Enterprises LLC - 1,199,586.00 - (1,200,000.00) - - 414.00 - - - 256350005 LC-Project Fund-Toll 2 14912DU31 Caterpillar Financial Services Corporation - 1,199,574.67 - (1,200,000.00) - - 425.33 - - - 256350005 LC-Project Fund-Toll 2 65602UDZ8 The Norinchukin Bank - (1,100,427.22) - 1,100,000.00 - - 427.22 - - - 256350005 LC-Project Fund-Toll 2 30229AU56 EXXON MOBIL CORP - 1,199,572.00 - (1,200,000.00) - - 428.00 - - - 256350005 LC-Project Fund-Toll 2 92780JXB2 Virginia Electric and Power Company - 749,563.34 - (750,000.00) - - 436.66 - - - 256350005 LC-Project Fund-Toll 2 63743CQP1 National Rural Utilities Cooperative Finance Corpo - 999,560.00 - (1,000,000.00) - - 440.00 - - - 256350005 LC-Project Fund-Toll 2 313313NU8 FEDERAL FARM CREDIT BANKS - 449,553.75 - (450,000.00) - - 446.25 - - - 256350005 LC-Project Fund-Toll 2 912828H37 UNITED STATES TREASURY - 1,299,238.28 (1,299,695.31) - - (4.62) 461.65 - - - 256350005 LC-Project Fund-Toll 2 4497W0Q19 ING (U.S.) Funding LLC - 999,533.61 - (1,000,000.00) - - 466.39 - - - 256350005 LC-Project Fund-Toll 2 74433GUD6 Prudential Funding LLC - 1,199,523.33 - (1,200,000.00) - - 476.67 - - - 256350005 LC-Project Fund-Toll 2 06366GX46 Bank of Montreal - 749,521.04 - (750,000.00) - - 478.96 - - - 256350005 LC-Project Fund-Toll 2 14912DVM8 Caterpillar Financial Services Corporation - 1,199,516.00 - (1,200,000.00) - - 484.00 - - - 256350005 LC-Project Fund-Toll 2 00280NXH8 Abbey National Treasury Services PLC - 699,501.83 - (700,000.00) - - 498.17 - - - 256350005 LC-Project Fund-Toll 2 30229AUQ0 Exxon Mobil Corporation - 1,199,500.67 - (1,200,000.00) - - 499.33 - - - 256350005 LC-Project Fund-Toll 2 87019RXG6 Swedbank AB - 749,500.00 - (750,000.00) - - 500.00 - - - 256350005 LC-Project Fund-Toll 2 87030JZV4 Aktiebolaget Svensk Exportkredit - 299,386.17 (299,868.33) - - (25.84) 508.00 - - - 256350005 LC-Project Fund-Toll 2 89233GU79 Toyota Motor Credit Corporation - 974,473.50 - (975,000.00) - - 526.50 - - - 25 Page 10 of 38 Source Account Account Identifier Description Beginning Base Market Value Base Purchases Base Sales Base Maturities and Redemptions Base Paydowns Net Total Realized Gain/Loss Base Amortization/A ccretion Base Change In Net Unrealized Gain/Loss Ending Base Market Value Ending Accrued Income Balance 91 CIP STAMP Portfolio Transaction Report by Account Quarter ended December 31, 2017 256350005 LC-Project Fund-Toll 2 23336GVV0 DTE Electric Company - 1,199,454.00 - (1,200,000.00) - - 546.00 - - - 256350005 LC-Project Fund-Toll 2 26055AWV4 The Dow Chemical Company - 749,453.12 - (750,000.00) - - 546.88 - - - 256350005 LC-Project Fund-Toll 2 94988J5B9 WELLS FARGO BANK NA 250,522.50 - - - - - 547.64 (265.87) - - 256350005 LC-Project Fund-Toll 2 22549VMV2 Credit Suisse Group AG - (1,200,549.44) - 1,200,000.00 - - 549.44 - - - 256350005 LC-Project Fund-Toll 2 97684GTK9 Wisconsin Public Service Corporation - 1,499,431.25 - (1,500,000.00) - - 568.75 - - - 256350005 LC-Project Fund-Toll 2 21687AV18 Cooperatieve Rabobank U.A.- 1,199,420.00 - (1,200,000.00) - - 580.00 - - - 256350005 LC-Project Fund-Toll 2 06538BQH9 The Bank of Tokyo-Mitsubishi UFJ, Ltd.- 999,416.67 - (1,000,000.00) - - 583.33 - - - 256350005 LC-Project Fund-Toll 2 26055AZ41 The Dow Chemical Company - 499,414.45 - (500,000.00) - - 585.55 - - - 256350005 LC-Project Fund-Toll 2 26055AXP6 The Dow Chemical Company - 699,412.00 - (700,000.00) - - 588.00 - - - 256350005 LC-Project Fund-Toll 2 26055ATT3 The Dow Chemical Company - 1,499,405.00 - (1,500,000.00) - - 595.00 - - - 256350005 LC-Project Fund-Toll 2 46640PSK0 J.P. Morgan Securities LLC - 699,390.22 - (700,000.00) - - 609.78 - - - 256350005 LC-Project Fund-Toll 2 26055AVB9 The Dow Chemical Company - 1,099,388.88 - (1,100,000.00) - - 611.12 - - - 256350005 LC-Project Fund-Toll 2 22533TS98 Credit Agricole Corporate and Investment Bank - 1,199,386.67 - (1,200,000.00) - - 613.33 - - - 256350005 LC-Project Fund-Toll 2 912796LE7 UNITED STATES TREASURY - 3,999,385.78 - (4,000,000.00) - - 614.22 - - - 256350005 LC-Project Fund-Toll 2 74433GSC1 Prudential Funding LLC - 1,199,384.00 - (1,200,000.00) - - 616.00 - - - 256350005 LC-Project Fund-Toll 2 43357LPN6 Hitachi Capital America Corp.- 1,299,381.77 - (1,300,000.00) - - 618.23 - - - 256350005 LC-Project Fund-Toll 2 43357LRC8 Hitachi Capital America Corp.- 1,299,350.00 - (1,300,000.00) - - 650.00 - - - 256350005 LC-Project Fund-Toll 2 313385JA5 FEDERAL HOME LOAN BANKS - 1,999,346.66 - (2,000,000.00) - - 653.34 - - - 256350005 LC-Project Fund-Toll 2 23336GXA4 DTE Electric Company - 749,343.75 - (750,000.00) - - 656.25 - - - 256350005 LC-Project Fund-Toll 2 63743CW17 National Rural Utilities Cooperative Finance Corpo - 1,099,233.66 (1,099,896.41) - - 0.91 661.84 - - - 256350005 LC-Project Fund-Toll 2 78355AZB3 Ryder System, Inc.- 624,329.17 - (625,000.00) - - 670.83 - - - 256350005 LC-Project Fund-Toll 2 43357LZJ4 Hitachi Capital America Corp.- 499,324.45 - (500,000.00) - - 675.55 - - - 256350005 LC-Project Fund-Toll 2 46625HJF8 JPMORGAN CHASE & CO - - 265,956.65 - - (398.75) 691.39 - - - 256350005 LC-Project Fund-Toll 2 912828UA6 UNITED STATES TREASURY 1,998,460.00 - - (2,000,000.00) - - 698.26 841.74 - - 256350005 LC-Project Fund-Toll 2 92780JVM0 Virginia Electric and Power Company - 699,291.25 - (700,000.00) - - 708.75 - - - 256350005 LC-Project Fund-Toll 2 83700EP85 South Carolina Electric & Gas Company - 1,824,270.00 - (1,825,000.00) - - 730.00 - - - 256350005 LC-Project Fund-Toll 2 313385GY6 FEDERAL HOME LOAN BANKS - 3,499,265.98 - (3,500,000.00) - - 734.02 - - - 256350005 LC-Project Fund-Toll 2 313385JH0 FEDERAL HOME LOAN BANKS - 1,399,261.11 - (1,400,000.00) - - 738.89 - - - 256350005 LC-Project Fund-Toll 2 87019RYA8 Swedbank AB - 749,256.25 - (750,000.00) - - 743.75 - - - 256350005 LC-Project Fund-Toll 2 57708LTS7 Mattel, Inc.- 1,199,253.34 - (1,200,000.00) - - 746.66 - - - 256350005 LC-Project Fund-Toll 2 14912DZT9 Caterpillar Financial Services Corporation - 499,097.22 (499,813.34) - - (42.22) 758.34 - - - 256350005 LC-Project Fund-Toll 2 63873FU63 Natixis - (900,770.47) - 900,000.00 - - 770.47 - - - 256350005 LC-Project Fund-Toll 2 23336GYA3 DTE Electric Company - 749,218.75 - (750,000.00) - - 781.25 - - - 256350005 LC-Project Fund-Toll 2 26055AZV1 The Dow Chemical Company - 474,005.14 (474,775.70) - - (32.98) 803.54 - - - 256350005 LC-Project Fund-Toll 2 23336GP62 DTE Electric Company - 2,599,170.89 - (2,600,000.00) - (0.00) 829.11 - - - 256350005 LC-Project Fund-Toll 2 23336GSP7 DTE Electric Company - 1,399,167.00 - (1,400,000.00) - - 833.00 - - - 256350005 LC-Project Fund-Toll 2 63743CUC5 National Rural Utilities Cooperative Finance Corpo - 1,199,156.66 - (1,200,000.00) - - 843.34 - - - 256350005 LC-Project Fund-Toll 2 02361KY24 Ameren Illinois Company - 749,154.17 - (750,000.00) - - 845.83 - - - 256350005 LC-Project Fund-Toll 2 26055AY34 The Dow Chemical Company - 749,150.00 - (750,000.00) - - 850.00 - - - 256350005 LC-Project Fund-Toll 2 43357LP30 Hitachi Capital America Corp.- 2,599,149.96 - (2,600,000.00) - (0.00) 850.04 - - - 256350005 LC-Project Fund-Toll 2 92780JUQ2 Virginia Electric and Power Company - 849,133.00 - (850,000.00) - - 867.00 - - - 256350005 LC-Project Fund-Toll 2 61979JX44 Motiva Enterprises LLC - 749,125.00 - (750,000.00) - - 875.00 - - - 256350005 LC-Project Fund-Toll 2 14912DV48 Caterpillar Financial Services Corporation - 1,199,118.00 - (1,200,000.00) - - 882.00 - - - 256350005 LC-Project Fund-Toll 2 313313HM3 FEDERAL FARM CREDIT BANKS - 559,115.20 - (560,000.00) - - 884.80 - - - 256350005 LC-Project Fund-Toll 2 313385LA2 FEDERAL HOME LOAN BANKS - 2,499,097.23 - (2,500,000.00) - - 902.77 - - - 256350005 LC-Project Fund-Toll 2 912796KT5 UNITED STATES TREASURY - 1,999,092.78 - (2,000,000.00) - - 907.22 - - - 256350005 LC-Project Fund-Toll 2 313385EN2 FEDERAL HOME LOAN BANKS - 2,074,061.64 - (2,075,000.00) - - 938.36 - - - 256350005 LC-Project Fund-Toll 2 34108AU54 Florida Power & Light Company - 1,499,041.67 - (1,500,000.00) - - 958.33 - - - 256350005 LC-Project Fund-Toll 2 459515KF8 INTERNATIONAL FINANCE CORP - 1,999,036.66 - (2,000,000.00) - - 963.34 - - - 256350005 LC-Project Fund-Toll 2 78355AXP4 Ryder System, Inc.- 749,022.50 - (750,000.00) - - 977.50 - - - 256350005 LC-Project Fund-Toll 2 313385JX5 FEDERAL HOME LOAN BANKS - 1,164,019.45 - (1,165,000.00) - - 980.55 - - - 256350005 LC-Project Fund-Toll 2 313385HN9 FEDERAL HOME LOAN BANKS - 2,398,999.99 - (2,400,000.00) - 0.00 1,000.01 - - - 256350005 LC-Project Fund-Toll 2 93884EW50 Washington Gas Light Company - 1,248,711.11 (1,249,713.20) - - (4.86) 1,006.95 - - - 256350005 LC-Project Fund-Toll 2 04056AW81 Arizona Public Service Company - 998,988.89 - (1,000,000.00) - - 1,011.11 - - - 256350005 LC-Project Fund-Toll 2 313385JQ0 FEDERAL HOME LOAN BANKS - 1,698,988.50 - (1,700,000.00) - - 1,011.50 - - - 256350005 LC-Project Fund-Toll 2 43357LXA5 Hitachi Capital America Corp.- 748,980.00 - (750,000.00) - - 1,020.00 - - - 256350005 LC-Project Fund-Toll 2 06538BU68 The Bank of Tokyo-Mitsubishi UFJ, Ltd.- 1,498,976.25 - (1,500,000.00) - - 1,023.75 - - - 256350005 LC-Project Fund-Toll 2 43357LU59 Hitachi Capital America Corp.- 998,968.89 - (1,000,000.00) - - 1,031.11 - - - 256350005 LC-Project Fund-Toll 2 92780JQ61 Virginia Electric and Power Company - 1,448,962.44 - (1,450,000.00) - - 1,037.56 - - - 256350005 LC-Project Fund-Toll 2 02581RVR1 American Express Credit Corporation - 1,298,960.00 - (1,300,000.00) - - 1,040.00 - - - 256350005 LC-Project Fund-Toll 2 22533TU38 Credit Agricole Corporate and Investment Bank - 1,498,950.00 - (1,500,000.00) - - 1,050.00 - - - 256350005 LC-Project Fund-Toll 2 83700EQA9 South Carolina Electric & Gas Company - 1,448,906.06 - (1,450,000.00) - - 1,093.94 - - - 256350005 LC-Project Fund-Toll 2 313385LC8 FEDERAL HOME LOAN BANKS - 2,498,888.89 - (2,500,000.00) - - 1,111.11 - - - 256350005 LC-Project Fund-Toll 2 313397LC3 FEDERAL HOME LOAN MORTGAGE CORP - 2,498,883.33 - (2,500,000.00) - - 1,116.67 - - - 256350005 LC-Project Fund-Toll 2 14912DQE2 Caterpillar Financial Services Corporation - 1,448,865.78 - (1,450,000.00) - - 1,134.22 - - - 256350005 LC-Project Fund-Toll 2 09659BUJ7 BNP Paribas - 1,198,859.33 - (1,200,000.00) - - 1,140.67 - - - 256350005 LC-Project Fund-Toll 2 23336GVF5 DTE Electric Company - 1,198,857.00 - (1,200,000.00) - - 1,143.00 - - - 256350005 LC-Project Fund-Toll 2 02360RUA6 Ameren Corporation - 998,819.44 - (1,000,000.00) - - 1,180.56 - - - 256350005 LC-Project Fund-Toll 2 313385JN7 FEDERAL HOME LOAN BANKS - 2,598,772.23 - (2,600,000.00) - 0.00 1,227.77 - - - 256350005 LC-Project Fund-Toll 2 78355AV84 Ryder System, Inc.- 1,198,758.00 - (1,200,000.00) - - 1,242.00 - - - 256350005 LC-Project Fund-Toll 2 14912DWR6 Caterpillar Financial Services Corporation - 998,736.11 - (1,000,000.00) - - 1,263.89 - - - 256350005 LC-Project Fund-Toll 2 63873JRC6 Natixis - 1,098,727.37 - (1,100,000.00) - - 1,272.63 - - - 256350005 LC-Project Fund-Toll 2 34108ARR0 Florida Power & Light Company - 1,098,659.84 - (1,100,000.00) - - 1,340.16 - - - 256350005 LC-Project Fund-Toll 2 63873JUX6 Natixis - 1,198,658.00 - (1,200,000.00) - - 1,342.00 - - - 256350005 LC-Project Fund-Toll 2 87030JRH4 Aktiebolaget Svensk Exportkredit - 1,298,635.00 - (1,300,000.00) - - 1,365.00 - - - 256350005 LC-Project Fund-Toll 2 43357LV90 Hitachi Capital America Corp.- 1,198,600.00 - (1,200,000.00) - - 1,400.00 - - - 256350005 LC-Project Fund-Toll 2 34108AYF8 Florida Power & Light Company - 748,593.75 - (750,000.00) - - 1,406.25 - - - 256350005 LC-Project Fund-Toll 2 46640PWD1 J.P. Morgan Securities LLC - 1,198,576.67 - (1,200,000.00) - - 1,423.33 - - - 256350005 LC-Project Fund-Toll 2 02361KVH4 Ameren Illinois Company - 1,198,532.66 - (1,200,000.00) - - 1,467.34 - - - 256350005 LC-Project Fund-Toll 2 43357LW81 Hitachi Capital America Corp.- 1,198,500.00 - (1,200,000.00) - - 1,500.00 - - - 256350005 LC-Project Fund-Toll 2 89352HAP4 TRANSCANADA PIPELINES LTD - - (150,031.50) - - 143.60 1,592.71 - - - 256350005 LC-Project Fund-Toll 2 912828UR9 UNITED STATES TREASURY - - (1,703,068.56) - - (1,515.53) 1,730.25 - - - 256350005 LC-Project Fund-Toll 2 313385JZ0 FEDERAL HOME LOAN BANKS - 2,198,229.00 - (2,200,000.00) - - 1,771.00 - - - 256350005 LC-Project Fund-Toll 2 313385HT6 FEDERAL HOME LOAN BANKS - 998,212.50 - (1,000,000.00) - - 1,787.50 - - - 256350005 LC-Project Fund-Toll 2 26442CAD6 DUKE ENERGY CAROLINAS LLC 117,989.40 - - - - - 1,882.64 220.76 - - 256350005 LC-Project Fund-Toll 2 5006E0X50 The Korea Development Bank - 598,080.00 - (600,000.00) - - 1,920.00 - - - 256350005 LC-Project Fund-Toll 2 313385KD7 FEDERAL HOME LOAN BANKS - 2,197,985.77 - (2,200,000.00) - - 2,014.23 - - - 256350005 LC-Project Fund-Toll 2 912828VK3 UNITED STATES TREASURY 1,951,150.50 - - - - - 2,215.11 5,419.73 - - 26 Page 11 of 38 Source Account Account Identifier Description Beginning Base Market Value Base Purchases Base Sales Base Maturities and Redemptions Base Paydowns Net Total Realized Gain/Loss Base Amortization/A ccretion Base Change In Net Unrealized Gain/Loss Ending Base Market Value Ending Accrued Income Balance 91 CIP STAMP Portfolio Transaction Report by Account Quarter ended December 31, 2017 256350005 LC-Project Fund-Toll 2 912828TM2 UNITED STATES TREASURY - 2,497,656.25 - (2,500,000.00) - - 2,343.75 - - - 256350005 LC-Project Fund-Toll 2 313385LR5 FEDERAL HOME LOAN BANKS - 2,397,576.00 - (2,400,000.00) - - 2,424.00 - - - 256350005 LC-Project Fund-Toll 2 209111ET6 CONSOLIDATED EDISON COMPANY OF NEW YORK INC 224,749.80 - - - - - 4,712.90 (1.53) - - 256350005 LC-Project Fund-Toll 2 202795HU7 COMMONWEALTH EDISON CO 259,824.60 - - - - - 6,419.39 579.79 - - 256350005 LC-Project Fund-Toll 2 912828K33 UNITED STATES TREASURY 997,920.35 - (996,190.37) - - (12,141.19) 7,133.88 3,277.33 - - 256350005 LC-Project Fund-Toll 2 912828HA1 UNITED STATES TREASURY - (2,007,500.00) - 2,000,000.00 - - 7,500.00 - - - 256350005 LC-Project Fund-Toll 2 912828QQ6 UNITED STATES TREASURY 3,257,871.45 (3,281,250.39) - - - - 18,519.05 4,859.89 - - 37,478,919.49 63,011,968.93 (67,849,601.46) (32,105,000.00) (523,783.07) (27,366.56) 3,805.73 11,057.00 - 0.00 256350022 LC-Sr Lien Ob Fund-1 Interest 912828HH6 UNITED STATES TREASURY - 651,980.47 - (650,000.00) - - (1,980.47) - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 912828NW6 UNITED STATES TREASURY - 350,888.67 - (350,000.00) - - (888.67) - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 313385MQ6 FEDERAL HOME LOAN BANKS 364,959.85 (364,641.59) - - - - (307.19) (11.07) - - 256350022 LC-Sr Lien Ob Fund-1 Interest 313385FZ4 FEDERAL HOME LOAN BANKS - (399,705.33) - 400,000.00 - - (294.67) - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 912796JP5 UNITED STATES TREASURY - (474,724.77) - 475,000.00 - - (275.23) - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 912828UZ1 UNITED STATES TREASURY 199,266.00 - - - - - (273.14) 352.89 - - 256350022 LC-Sr Lien Ob Fund-1 Interest 313385MV5 FEDERAL HOME LOAN BANKS 299,925.00 (299,651.50) - - - - (263.46) (10.04) - - 256350022 LC-Sr Lien Ob Fund-1 Interest 313385FL5 FEDERAL HOME LOAN BANKS - (399,751.89) - 400,000.00 - - (248.11) - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 34108ARR0 Florida Power & Light Company - (199,756.33) - 200,000.00 - - (243.67) - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 63873JRC6 Natixis - (199,768.61) - 200,000.00 - - (231.39) - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 87030JRH4 Aktiebolaget Svensk Exportkredit - (199,790.00) - 200,000.00 - - (210.00) - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 14912DQL6 Caterpillar Financial Services Corporation - (249,810.56) - 250,000.00 - - (189.44) - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 83700EQ68 South Carolina Electric & Gas Company - (174,811.39) - 175,000.00 - - (188.61) - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 313385FS0 FEDERAL HOME LOAN BANKS - (249,812.85) - 250,000.00 - - (187.15) - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 14912DS42 Caterpillar Financial Services Corporation - (199,816.67) - 200,000.00 - - (183.33) - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 87019RS98 Swedbank AB - (199,819.17) - 200,000.00 - - (180.83) - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 09659BPQ7 BNP Paribas - (249,827.78) - 250,000.00 - - (172.22) - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 313397FZ9 FEDERAL HOME LOAN MORTGAGE CORP - (299,837.50) - 300,000.00 - - (162.50) - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 45818LFZ8 INTER-AMERICAN DEVELOPMENT BANK - (249,838.89) - 250,000.00 - - (161.11) - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 83700ER75 South Carolina Electric & Gas Company - (199,842.83) - 200,000.00 - - (157.17) - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 313385JZ0 FEDERAL HOME LOAN BANKS - (149,844.29) - 150,000.00 - - (155.71) - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 912828PF1 UNITED STATES TREASURY - 170,146.09 - (170,000.00) - - (146.09) - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 06538BQH9 The Bank of Tokyo-Mitsubishi UFJ, Ltd.- (249,854.17) - 250,000.00 - - (145.83) - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 912796KT5 UNITED STATES TREASURY - (299,863.92) - 300,000.00 - - (136.08) - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 34108AQE0 Florida Power & Light Company - (249,866.32) - 250,000.00 - - (133.68) - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 06538BPE7 The Bank of Tokyo-Mitsubishi UFJ, Ltd.- (299,866.67) - 300,000.00 - - (133.33) - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 313385LL8 FEDERAL HOME LOAN BANKS - (149,872.50) - 150,000.00 - - (127.50) - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 61979JR33 Motiva Enterprises LLC - (199,880.00) - 200,000.00 - - (120.00) - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 43357LPN6 Hitachi Capital America Corp.- (249,881.11) - 250,000.00 - - (118.89) - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 313385DP8 FEDERAL HOME LOAN BANKS - (249,881.98) - 250,000.00 - - (118.02) - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 22533TS98 Credit Agricole Corporate and Investment Bank - (224,885.00) - 225,000.00 - - (115.00) - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 26055AWV4 The Dow Chemical Company - (149,890.62) - 150,000.00 - - (109.38) - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 43357LRC8 Hitachi Capital America Corp.- (199,900.00) - 200,000.00 - - (100.00) - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 93884EQG3 Washington Gas Light Company - (249,903.75) - 250,000.00 - - (96.25) - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 313385PE0 FEDERAL HOME LOAN BANKS 199,766.00 (199,660.75) - - - - (91.94) (13.31) - - 256350022 LC-Sr Lien Ob Fund-1 Interest 313385NZ5 FEDERAL HOME LOAN BANKS 199,794.00 (199,691.00) - - - - (91.51) (11.49) - - 256350022 LC-Sr Lien Ob Fund-1 Interest 69511JP82 PacifiCorp - (249,912.50) - 250,000.00 - - (87.50) - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 31393V2T7 FHR 2627E GY - - (21,074.20) - (16,102.81) (236.67) (85.00) - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 14912DR35 Caterpillar Financial Services Corporation - (199,920.56) - 200,000.00 - - (79.44) - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 459053DD3 INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPM - (259,922.65) - 260,000.00 - - (77.35) - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 92780JP62 Virginia Electric and Power Company - (224,930.12) - 225,000.00 - - (69.88) - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 23337SS21 DTE Gas Company - (199,931.33) - 200,000.00 - - (68.67) - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 313385EN2 FEDERAL HOME LOAN BANKS - (149,932.17) - 150,000.00 - - (67.83) - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 313385NQ5 FEDERAL HOME LOAN BANKS 199,846.00 (199,776.83) - - - - (57.20) (11.97) - - 256350022 LC-Sr Lien Ob Fund-1 Interest 313313NQ7 FEDERAL FARM CREDIT BANKS 199,846.00 (199,776.83) - - - - (57.20) (11.97) - - 256350022 LC-Sr Lien Ob Fund-1 Interest 313385NU6 FEDERAL HOME LOAN BANKS 199,822.00 (199,753.94) - - - - (57.20) (10.86) - - 256350022 LC-Sr Lien Ob Fund-1 Interest 912828PF1 UNITED STATES TREASURY - 30,055.08 - (30,000.00) - - (55.08) - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 313385FM3 FEDERAL HOME LOAN BANKS - (174,948.96) - 175,000.00 - - (51.04) - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 30231GAL6 EXXON MOBIL CORP - - 420,029.40 - - (166.75) (37.99) - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 912828D98 UNITED STATES TREASURY - 275,032.23 - (275,000.00) - - (32.23) - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 46625HJL5 JPMORGAN CHASE & CO - - 500,075.00 - - (900.28) (22.95) - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 313385NS1 FEDERAL HOME LOAN BANKS 224,813.25 (224,793.75) - - - - (12.49) (7.01) - - 256350022 LC-Sr Lien Ob Fund-1 Interest 31402RBG3 FN 735439 5,880.78 - (5,395.45) - (470.62) (61.20) (5.96) 52.45 - - 256350022 LC-Sr Lien Ob Fund-1 Interest 912828WH9 UNITED STATES TREASURY - 125,004.88 - (125,000.00) - - (4.88) - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 31393EXC8 FNR 0388E TH - - (4,336.96) - (668.51) (26.78) (3.71) - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 3135G0ZB2 FEDERAL NATIONAL MORTGAGE ASSOCIATION - (324,997.73) - 325,000.00 - - (2.27) - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 31402RBG3 FN 735439 457.65 - (419.87) - (36.62) (3.44) (0.42) 2.72 - - 256350022 LC-Sr Lien Ob Fund-1 Interest 3136A4M89 FN 12M3B 2A1 - - - - - 0.00 (0.00) - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 9AMMF05B2 U.S. BANK MONEY MARKET ACCOUNT FUND 24,812.70 5,294,148.17 (5,318,960.87) - - - - - - - 256350022 LC-Sr Lien Ob Fund-1 Interest CCYUSD Receivable 1,375.00 - - - - - - - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 38144LAB6 GOLDMAN SACHS GROUP INC - - - - - - - - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 48121CYK6 JPMORGAN CHASE BANK NA 300,000.00 - - (300,000.00) - - - - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 02580ECC5 AMERICAN EXPRESS BANK LTD.- - - - - - - - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 235219JS2 DALLAS TEX - - - - - - - - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 912828RX0 UNITED STATES TREASURY - - - - - - - - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 31385JLF3 FN 545826 - - - - - - - - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 78011DAC8 ROYAL BANK OF CANADA - - - - - - - - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 891145TN4 TORONTO DOMINION BANK - - - - - - - - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 94974BGF1 WELLS FARGO & CO - - - - - - - - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 89236TAY1 TOYOTA MOTOR CREDIT CORP - - - - - - - - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 166764AE0 CHEVRON CORP - - - - - - - - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 912828K41 UNITED STATES TREASURY - - - - - - - - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 43357LND0 Hitachi Capital America Corp.- - - - - - - - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 31393EXC8 FNR 0388E TH 5,007.91 - - - - - 1.15 26.91 - - 256350022 LC-Sr Lien Ob Fund-1 Interest 3135G0ZB2 FEDERAL NATIONAL MORTGAGE ASSOCIATION - 324,997.73 - (325,000.00) - - 2.27 - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 912828WH9 UNITED STATES TREASURY - (125,004.88) - 125,000.00 - - 4.88 - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 912828J84 UNITED STATES TREASURY 199,070.00 - (198,960.94) - - 523.40 20.55 (653.01) - - 256350022 LC-Sr Lien Ob Fund-1 Interest 46625HJL5 JPMORGAN CHASE & CO - - (500,075.00) - - 900.28 22.95 - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 912828D98 UNITED STATES TREASURY - (275,032.23) - 275,000.00 - - 32.23 - - - 27 Page 12 of 38 Source Account Account Identifier Description Beginning Base Market Value Base Purchases Base Sales Base Maturities and Redemptions Base Paydowns Net Total Realized Gain/Loss Base Amortization/A ccretion Base Change In Net Unrealized Gain/Loss Ending Base Market Value Ending Accrued Income Balance 91 CIP STAMP Portfolio Transaction Report by Account Quarter ended December 31, 2017 256350022 LC-Sr Lien Ob Fund-1 Interest 912828PF1 UNITED STATES TREASURY 170,108.80 (170,146.09) - - - - 36.52 0.77 - - 256350022 LC-Sr Lien Ob Fund-1 Interest 912828PF1 UNITED STATES TREASURY 30,019.20 (30,055.08) - - - - 37.69 (1.81) - - 256350022 LC-Sr Lien Ob Fund-1 Interest 30231GAL6 EXXON MOBIL CORP - - (420,029.40) - - 166.75 37.99 - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 313385FM3 FEDERAL HOME LOAN BANKS - 174,948.96 - (175,000.00) - - 51.04 - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 3137ASNH3 FHMS K019 A1 240,623.62 - (234,858.48) - (5,437.55) 781.37 52.17 (1,161.06) - 0.00 256350022 LC-Sr Lien Ob Fund-1 Interest 313385EN2 FEDERAL HOME LOAN BANKS - 149,932.17 - (150,000.00) - - 67.83 - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 23337SS21 DTE Gas Company - 199,931.33 - (200,000.00) - - 68.67 - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 92780JP62 Virginia Electric and Power Company - 224,930.12 - (225,000.00) - - 69.88 - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 313385PW0 FEDERAL HOME LOAN BANKS - 134,926.26 - (135,000.00) - - 73.74 - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 31393V2T7 FHR 2627E GY 24,845.15 - - - 12,350.75 120.74 74.93 107.11 - - 256350022 LC-Sr Lien Ob Fund-1 Interest 459053DD3 INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPM - 259,922.65 - (260,000.00) - - 77.35 - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 14912DR35 Caterpillar Financial Services Corporation - 199,920.56 - (200,000.00) - - 79.44 - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 313385PW0 FEDERAL HOME LOAN BANKS - 184,915.31 - (185,000.00) - - 84.69 - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 69511JP82 PacifiCorp - 249,912.50 - (250,000.00) - - 87.50 - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 93884EQG3 Washington Gas Light Company - 249,903.75 - (250,000.00) - - 96.25 - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 43357LRC8 Hitachi Capital America Corp.- 199,900.00 - (200,000.00) - - 100.00 - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 26055AWV4 The Dow Chemical Company - 149,890.62 - (150,000.00) - - 109.38 - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 912828UA6 UNITED STATES TREASURY - 474,888.67 - (475,000.00) - - 111.33 - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 22533TS98 Credit Agricole Corporate and Investment Bank - 224,885.00 - (225,000.00) - - 115.00 - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 313385NK8 FEDERAL HOME LOAN BANKS - 199,882.17 - (200,000.00) - - 117.83 - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 313385DP8 FEDERAL HOME LOAN BANKS - 249,881.98 - (250,000.00) - - 118.02 - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 43357LPN6 Hitachi Capital America Corp.- 249,881.11 - (250,000.00) - - 118.89 - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 61979JR33 Motiva Enterprises LLC - 199,880.00 - (200,000.00) - - 120.00 - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 313385PW0 FEDERAL HOME LOAN BANKS - 199,879.83 - (200,000.00) - - 120.17 - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 313589PP2 FEDERAL NATIONAL MORTGAGE ASSOCIATION - 199,877.17 - (200,000.00) - - 122.83 - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 313385LL8 FEDERAL HOME LOAN BANKS - 149,872.50 - (150,000.00) - - 127.50 - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 313385PB6 FEDERAL HOME LOAN BANKS - 124,868.96 - (125,000.00) - - 131.04 - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 06538BPE7 The Bank of Tokyo-Mitsubishi UFJ, Ltd.- 299,866.67 - (300,000.00) - - 133.33 - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 34108AQE0 Florida Power & Light Company - 249,866.32 - (250,000.00) - - 133.68 - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 912796KT5 UNITED STATES TREASURY - 299,863.92 - (300,000.00) - - 136.08 - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 313397PP0 FEDERAL HOME LOAN MORTGAGE CORP - 304,861.73 - (305,000.00) - - 138.27 - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 06538BQH9 The Bank of Tokyo-Mitsubishi UFJ, Ltd.- 249,854.17 - (250,000.00) - - 145.83 - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 313385JZ0 FEDERAL HOME LOAN BANKS - 149,844.29 - (150,000.00) - - 155.71 - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 83700ER75 South Carolina Electric & Gas Company - 199,842.83 - (200,000.00) - - 157.17 - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 45818LFZ8 INTER-AMERICAN DEVELOPMENT BANK - 249,838.89 - (250,000.00) - - 161.11 - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 313397FZ9 FEDERAL HOME LOAN MORTGAGE CORP - 299,837.50 - (300,000.00) - - 162.50 - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 313385PG5 FEDERAL HOME LOAN BANKS - 399,831.67 - (400,000.00) - - 168.33 - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 09659BPQ7 BNP Paribas - 249,827.78 - (250,000.00) - - 172.22 - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 87019RS98 Swedbank AB - 199,819.17 - (200,000.00) - - 180.83 - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 05565QCC0 BP CAPITAL MARKETS PLC 299,958.00 - - (300,000.00) - - 183.32 (141.32) - - 256350022 LC-Sr Lien Ob Fund-1 Interest 14912DS42 Caterpillar Financial Services Corporation - 199,816.67 - (200,000.00) - - 183.33 - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 313385FS0 FEDERAL HOME LOAN BANKS - 249,812.85 - (250,000.00) - - 187.15 - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 83700EQ68 South Carolina Electric & Gas Company - 174,811.39 - (175,000.00) - - 188.61 - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 14912DQL6 Caterpillar Financial Services Corporation - 249,810.56 - (250,000.00) - - 189.44 - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 313385NS1 FEDERAL HOME LOAN BANKS - 224,793.75 - (225,000.00) - - 206.25 - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 87030JRH4 Aktiebolaget Svensk Exportkredit - 199,790.00 - (200,000.00) - - 210.00 - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 912828UA6 UNITED STATES TREASURY 199,846.00 - - (200,000.00) - - 216.23 (62.23) - - 256350022 LC-Sr Lien Ob Fund-1 Interest 313313NQ7 FEDERAL FARM CREDIT BANKS - 199,776.83 - (200,000.00) - - 223.17 - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 313385NQ5 FEDERAL HOME LOAN BANKS - 199,776.83 - (200,000.00) - - 223.17 - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 313385PV2 FEDERAL HOME LOAN BANKS - 599,776.83 - (600,000.00) - - 223.17 - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 63873JRC6 Natixis - 199,768.61 - (200,000.00) - - 231.39 - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 34108ARR0 Florida Power & Light Company - 199,756.33 - (200,000.00) - - 243.67 - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 313385NU6 FEDERAL HOME LOAN BANKS - 199,753.94 - (200,000.00) - - 246.06 - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 313385FL5 FEDERAL HOME LOAN BANKS - 399,751.89 - (400,000.00) - - 248.11 - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 313385PR1 FEDERAL HOME LOAN BANKS - 424,745.88 - (425,000.00) - - 254.12 - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 912796JP5 UNITED STATES TREASURY - 474,724.77 - (475,000.00) - - 275.23 - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 912828UZ1 UNITED STATES TREASURY - - (199,312.50) - - (327.67) 294.42 - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 313385FZ4 FEDERAL HOME LOAN BANKS - 399,705.33 - (400,000.00) - - 294.67 - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 313385NZ5 FEDERAL HOME LOAN BANKS - 199,691.00 - (200,000.00) - - 309.00 - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 313385PE0 FEDERAL HOME LOAN BANKS - 199,660.75 - (200,000.00) - - 339.25 - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 313385PM2 FEDERAL HOME LOAN BANKS - 474,651.80 - (475,000.00) - - 348.20 - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 313385MV5 FEDERAL HOME LOAN BANKS - 299,651.50 - (300,000.00) - - 348.50 - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 313385MQ6 FEDERAL HOME LOAN BANKS - 364,641.59 - (365,000.00) - - 358.41 - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 313385PP5 FEDERAL HOME LOAN BANKS - 399,546.67 - (400,000.00) - - 453.33 - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 912828NW6 UNITED STATES TREASURY - (350,888.67) - 350,000.00 - - 888.67 - - - 3,590,042.90 10,068,781.59 (5,983,319.27) (7,665,000.00) (10,365.36) 769.73 2,029.78 (1,564.30) - 0.00 256350023 LC-Sr Lien Reserve Fund-1 912828K33 UNITED STATES TREASURY - (392,982.43) 393,500.32 - - 3,333.94 (3,851.83) - - - 256350023 LC-Sr Lien Reserve Fund-1 38376GB33 GNR 116 BA 243,521.82 - - - (54,370.69) (1,193.37) (2,685.08) 2,644.37 187,917.05 544.91 256350023 LC-Sr Lien Reserve Fund-1 912828G38 UNITED STATES TREASURY - 1,369,037.11 - - - - (1,635.70) (24,367.41) 1,343,034.00 3,943.72 256350023 LC-Sr Lien Reserve Fund-1 3138EJPZ5 FN AL2239 316,209.53 - - - (1,752.75) (90.51) (1,387.54) (1,736.07) 311,242.67 786.22 256350023 LC-Sr Lien Reserve Fund-1 912828L99 UNITED STATES TREASURY 1,090,892.00 (1,090,289.06) - - - - (1,081.67) 478.73 - - 256350023 LC-Sr Lien Reserve Fund-1 31381Q6B7 FN 468066 200,582.67 - - - (812.65) (65.83) (1,025.82) (557.16) 198,121.22 691.91 256350023 LC-Sr Lien Reserve Fund-1 912828VV9 UNITED STATES TREASURY - 355,837.89 - - - - (844.49) (3,379.90) 351,613.50 2,527.11 256350023 LC-Sr Lien Reserve Fund-1 912828XB1 UNITED STATES TREASURY 1,192,224.00 - - - - - (758.46) (9,789.54) 1,181,676.00 3,310.77 256350023 LC-Sr Lien Reserve Fund-1 3136A7MN9 FN 12M8 A2 301,050.00 - - - - - (668.33) (1,887.67) 298,494.00 587.35 256350023 LC-Sr Lien Reserve Fund-1 912828SA9 UNITED STATES TREASURY 271,233.81 (270,901.43) - - - - (668.01) 335.63 - - 256350023 LC-Sr Lien Reserve Fund-1 912828B58 UNITED STATES TREASURY 740,154.30 - - - - - (659.87) (6,924.83) 732,569.60 6,491.64 256350023 LC-Sr Lien Reserve Fund-1 3137B1U75 FHMS KS01 A2 383,446.60 - - - - - (657.10) (1,911.70) 380,877.80 798.63 256350023 LC-Sr Lien Reserve Fund-1 912828L57 UNITED STATES TREASURY 842,163.00 (840,968.75) - - - - (641.19) (553.06) - - 256350023 LC-Sr Lien Reserve Fund-1 912828V49 UNITED STATES TREASURY 225,262.97 (225,559.90) - - - - (640.76) 937.68 - - 256350023 LC-Sr Lien Reserve Fund-1 3136AHAE0 FN 13M14 APT 199,089.95 - - - (1,425.17) (29.72) (563.20) 195.23 197,267.08 413.96 256350023 LC-Sr Lien Reserve Fund-1 912828B58 UNITED STATES TREASURY 506,955.00 - - - - - (547.66) (4,647.34) 501,760.00 4,446.33 256350023 LC-Sr Lien Reserve Fund-1 31381T4E7 FN 470721 274,788.89 - - - (1,584.24) (57.90) (535.26) (2,452.09) 270,159.40 616.03 256350023 LC-Sr Lien Reserve Fund-1 3138L76A9 FN AM7164 126,635.00 - - - (188.93) (5.17) (462.91) (630.24) 125,347.75 278.36 256350023 LC-Sr Lien Reserve Fund-1 38380AZ34 GNR 16147C DA - 178,787.83 - - (10,880.89) (286.44) (388.63) (2,756.35) 164,475.53 407.59 256350023 LC-Sr Lien Reserve Fund-1 3137EADB2 FREDDIE MAC 203,548.00 - - - - - (341.20) (1,408.80) 201,798.00 2,216.67 256350023 LC-Sr Lien Reserve Fund-1 912828VA5 UNITED STATES TREASURY 158,232.00 (158,131.25) - - - - (338.99) 238.24 - - 28 Page 13 of 38 Source Account Account Identifier Description Beginning Base Market Value Base Purchases Base Sales Base Maturities and Redemptions Base Paydowns Net Total Realized Gain/Loss Base Amortization/A ccretion Base Change In Net Unrealized Gain/Loss Ending Base Market Value Ending Accrued Income Balance 91 CIP STAMP Portfolio Transaction Report by Account Quarter ended December 31, 2017 256350023 LC-Sr Lien Reserve Fund-1 912828VV9 UNITED STATES TREASURY 152,151.00 - - - - - (272.38) (1,187.12) 150,691.50 1,083.05 256350023 LC-Sr Lien Reserve Fund-1 3137EADB2 FREDDIE MAC 203,548.00 - - - - - (260.36) (1,489.64) 201,798.00 2,216.67 256350023 LC-Sr Lien Reserve Fund-1 912828B58 UNITED STATES TREASURY 101,391.00 - - - - - (243.56) (795.44) 100,352.00 889.27 256350023 LC-Sr Lien Reserve Fund-1 912828B58 UNITED STATES TREASURY 147,016.95 - - - - - (174.03) (1,332.52) 145,510.40 1,289.44 256350023 LC-Sr Lien Reserve Fund-1 912828L57 UNITED STATES TREASURY 544,929.00 (545,595.70) - - - - (172.83) 839.53 - - 256350023 LC-Sr Lien Reserve Fund-1 38378XP62 GNR 14166 PL 338,745.32 - - - (9,223.62) (102.33) (150.59) (2,937.69) 326,331.10 696.97 256350023 LC-Sr Lien Reserve Fund-1 38377JZ89 GNR 10117A GK 78,344.60 - - - (6,323.29) (133.80) (146.71) (545.16) 71,195.64 203.17 256350023 LC-Sr Lien Reserve Fund-1 36202F2H8 G2 005276 202,980.52 - - - (10,523.48) (386.20) (127.09) (1,500.52) 190,443.22 464.12 256350023 LC-Sr Lien Reserve Fund-1 313385FJ0 FEDERAL HOME LOAN BANKS - (399,881.78) - 400,000.00 - - (118.22) - - - 256350023 LC-Sr Lien Reserve Fund-1 3137AXHP1 FHMS K024 A2 - 142,089.06 - - - - (110.43) (1,180.63) 140,798.00 300.18 256350023 LC-Sr Lien Reserve Fund-1 912828B58 UNITED STATES TREASURY 116,599.65 - - - - - (106.31) (1,088.54) 115,404.80 1,022.66 256350023 LC-Sr Lien Reserve Fund-1 3137AUPE3 FHMS K021 A2 144,786.24 - - - - - (98.42) (791.50) 143,896.32 287.52 256350023 LC-Sr Lien Reserve Fund-1 38376T5Z1 GNR 104A PD 110,995.00 - - - (6,083.72) (216.15) (91.86) (863.30) 103,739.97 256.42 256350023 LC-Sr Lien Reserve Fund-1 912828VV9 UNITED STATES TREASURY 86,218.90 - - - - - (84.90) (742.15) 85,391.85 613.73 256350023 LC-Sr Lien Reserve Fund-1 912828RC6 UNITED STATES TREASURY - 201,664.06 (202,757.81) - - 1,172.42 (78.67) - - - 256350023 LC-Sr Lien Reserve Fund-1 38377RVK8 GNR 10166F GP 79,106.06 - - - (4,508.17) (67.08) (75.60) (682.55) 73,772.67 182.64 256350023 LC-Sr Lien Reserve Fund-1 912828VB3 UNITED STATES TREASURY - (72,902.34) 74,390.63 - - (1,415.46) (72.82) - - - 256350023 LC-Sr Lien Reserve Fund-1 38377RVK8 GNR 10166F GP 47,463.64 - - - (2,704.90) (75.00) (71.29) (348.85) 44,263.60 109.59 256350023 LC-Sr Lien Reserve Fund-1 31381PEB0 FN 466430 266,012.87 - - - (1,166.33) (29.75) (70.56) (2,467.66) 262,278.57 742.10 256350023 LC-Sr Lien Reserve Fund-1 3137AJMF8 FHMS K016 A2 30,869.10 - - - - - (45.17) (228.13) 30,595.80 74.19 256350023 LC-Sr Lien Reserve Fund-1 912828B58 UNITED STATES TREASURY 50,695.50 - - - - - (42.81) (476.69) 50,176.00 444.63 256350023 LC-Sr Lien Reserve Fund-1 38378CRT6 GNR 1213E EG 69,394.86 - - - (4,415.43) 122.76 (34.72) (1,164.10) 63,903.37 109.19 256350023 LC-Sr Lien Reserve Fund-1 31392JJ83 FNR 0317D HC - - - - (5,371.69) (36.52) (24.73) (0.69) 402.42 1.68 256350023 LC-Sr Lien Reserve Fund-1 912828WT3 UNITED STATES TREASURY - (624,975.59) - 625,000.00 - - (24.41) - - - 256350023 LC-Sr Lien Reserve Fund-1 31395EZP5 FHR 2835G MD 25,162.26 - - - (5,306.92) (77.52) (20.57) (24.89) 19,732.36 73.42 256350023 LC-Sr Lien Reserve Fund-1 31417YKF3 FN MA0293 97,664.30 - - - (3,773.10) (202.90) (15.07) (889.10) 92,784.14 326.04 256350023 LC-Sr Lien Reserve Fund-1 912828L99 UNITED STATES TREASURY 148,758.00 (149,513.67) - - - - (13.06) 768.73 - - 256350023 LC-Sr Lien Reserve Fund-1 38377RSZ9 GNR 10162D PQ 25,652.39 - - - (2,587.97) (97.11) (9.52) (106.42) 22,851.38 83.48 256350023 LC-Sr Lien Reserve Fund-1 31385XBG1 FN 555439 - - - - (1,263.22) (5.04) (1.10) - 0.02 0.00 256350023 LC-Sr Lien Reserve Fund-1 3137ATRW4 FHMS K020 A2 125,901.25 - - - - - (0.89) (1,191.61) 124,708.75 247.19 256350023 LC-Sr Lien Reserve Fund-1 9AMMF05B2 U.S. BANK MONEY MARKET ACCOUNT FUND 132,235.57 285,093.92 (309,757.28) - - - - - 107,572.21 - 256350023 LC-Sr Lien Reserve Fund-1 CCYUSD Payable (142,119.08) - - - - - - - - - 256350023 LC-Sr Lien Reserve Fund-1 CCYUSD Receivable 12,250.00 - - - - - - - - - 256350023 LC-Sr Lien Reserve Fund-1 912828VB3 UNITED STATES TREASURY - - - - - - - - - - 256350023 LC-Sr Lien Reserve Fund-1 31413XVG5 FN 958815 - - - - - - - - - - 256350023 LC-Sr Lien Reserve Fund-1 38378BX20 GNR 12132 AB - - - - - - - - - - 256350023 LC-Sr Lien Reserve Fund-1 38378B7E3 GNR 1333 AC - - - - - - - - - - 256350023 LC-Sr Lien Reserve Fund-1 912828RC6 UNITED STATES TREASURY - - - - - - - - - - 256350023 LC-Sr Lien Reserve Fund-1 912828UF5 UNITED STATES TREASURY - - - - - - - - - - 256350023 LC-Sr Lien Reserve Fund-1 912828WU0 UNITED STATES TREASURY - - - - - - - - - - 256350023 LC-Sr Lien Reserve Fund-1 912828RC6 UNITED STATES TREASURY - - - - - - - - - - 256350023 LC-Sr Lien Reserve Fund-1 38378B7E3 GNR 1333 AC - - - - - - - - - - 256350023 LC-Sr Lien Reserve Fund-1 912828TB6 UNITED STATES TREASURY - (600,000.00) - 600,000.00 - - - - - - 256350023 LC-Sr Lien Reserve Fund-1 3137AXHP1 FHMS K024 A2 141,755.60 (142,089.06) - - - - - 333.46 - - 256350023 LC-Sr Lien Reserve Fund-1 912828TB6 UNITED STATES TREASURY - 600,000.00 - (600,000.00) - - - - - - 256350023 LC-Sr Lien Reserve Fund-1 38378TAF7 GNR 1371A GA 169,329.84 - - - (6,652.41) 5.21 0.11 (1,560.28) 161,122.47 334.93 256350023 LC-Sr Lien Reserve Fund-1 31385XBG1 FN 555439 11.70 - - - 1,251.57 4.99 1.09 0.03 - - 256350023 LC-Sr Lien Reserve Fund-1 3138L33G8 FN AM3498 100,171.00 - - - - - 3.29 (786.29) 99,388.00 173.08 256350023 LC-Sr Lien Reserve Fund-1 912828SA9 UNITED STATES TREASURY 179,014.32 (179,502.72) - - - - 10.23 478.17 - - 256350023 LC-Sr Lien Reserve Fund-1 31392JJ83 FNR 0317D HC 1,783.28 - - - 3,995.52 31.53 21.96 3.75 - - 256350023 LC-Sr Lien Reserve Fund-1 912828WT3 UNITED STATES TREASURY - 624,975.59 - (625,000.00) - - 24.41 - - - 256350023 LC-Sr Lien Reserve Fund-1 912828V49 UNITED STATES TREASURY 55,064.28 (56,282.85) - - - - 27.20 1,191.37 - - 256350023 LC-Sr Lien Reserve Fund-1 912828L99 UNITED STATES TREASURY - 149,513.67 - - - - 51.52 (1,984.69) 147,580.50 353.25 256350023 LC-Sr Lien Reserve Fund-1 38378KWU9 GNR 1396 A 15,123.47 - - - (125.84) 2.09 69.38 (145.60) 14,923.50 18.27 256350023 LC-Sr Lien Reserve Fund-1 912828VB3 UNITED STATES TREASURY - 72,902.34 (74,390.63) - - 1,415.46 72.82 - - - 256350023 LC-Sr Lien Reserve Fund-1 912828RC6 UNITED STATES TREASURY - (201,664.06) 202,757.81 - - (1,172.42) 78.67 - - - 256350023 LC-Sr Lien Reserve Fund-1 313385FJ0 FEDERAL HOME LOAN BANKS - 399,881.78 - (400,000.00) - - 118.22 - - - 256350023 LC-Sr Lien Reserve Fund-1 3137ASNH3 FHMS K019 A1 240,623.62 - - - (16,014.00) 173.39 152.26 (1,074.74) 223,860.54 275.48 256350023 LC-Sr Lien Reserve Fund-1 3138EKXL4 FN AL3382 278,453.53 - - - (1,517.49) 16.12 165.38 (4,109.62) 273,007.91 556.35 256350023 LC-Sr Lien Reserve Fund-1 3137EADR7 FREDDIE MAC 472,406.50 - - - - - 177.26 (4,685.01) 467,898.75 1,088.54 256350023 LC-Sr Lien Reserve Fund-1 38376WA62 GNR 1015C PD 65,156.33 - - - (7,009.70) (401.32) 272.88 (602.67) 57,415.51 182.03 256350023 LC-Sr Lien Reserve Fund-1 3135G0D75 FEDERAL NATIONAL MORTGAGE ASSOCIATION 598,320.00 - - - - - 318.81 (5,754.81) 592,884.00 225.00 256350023 LC-Sr Lien Reserve Fund-1 38380AZ34 GNR 16147C DA 169,762.94 (178,787.83) - - 7,477.66 198.25 335.88 1,013.10 - - 256350023 LC-Sr Lien Reserve Fund-1 38378KXW4 GNR 13105 A 178,938.69 - - - (1,949.72) 8.44 336.09 (1,319.28) 176,014.22 255.00 256350023 LC-Sr Lien Reserve Fund-1 912828L57 UNITED STATES TREASURY - 545,595.70 - - - - 377.80 (6,995.50) 538,978.00 2,459.13 256350023 LC-Sr Lien Reserve Fund-1 912828VV9 UNITED STATES TREASURY 355,019.00 (355,837.89) - - - - 377.92 440.97 - - 256350023 LC-Sr Lien Reserve Fund-1 912828V49 UNITED STATES TREASURY - 56,282.85 - - - - 386.34 (910.88) 55,758.31 97.29 256350023 LC-Sr Lien Reserve Fund-1 3137AUPE3 FHMS K021 A2 236,283.10 - - - - - 401.84 (1,854.14) 234,830.80 469.22 256350023 LC-Sr Lien Reserve Fund-1 3136A4M48 FN 12M3A 1A1 263,523.10 - - - (13,827.25) (5.05) 415.84 (1,236.64) 248,870.00 437.20 256350023 LC-Sr Lien Reserve Fund-1 912828VA5 UNITED STATES TREASURY - 158,131.25 - - - - 486.31 (1,473.56) 157,144.00 308.29 256350023 LC-Sr Lien Reserve Fund-1 38378KWU9 GNR 1396 A 56,713.01 - - - (471.91) 10.78 509.97 (798.72) 55,963.13 68.50 256350023 LC-Sr Lien Reserve Fund-1 38378KSL4 GNR 1374 AL 215,970.75 - - - - - 557.72 (2,773.97) 213,754.50 527.02 256350023 LC-Sr Lien Reserve Fund-1 3137EADB2 FREDDIE MAC 559,757.00 - - - - - 606.32 (5,418.82) 554,944.50 6,095.83 256350023 LC-Sr Lien Reserve Fund-1 912828G38 UNITED STATES TREASURY 1,356,642.00 (1,369,037.11) - - - - 1,042.20 11,352.91 - - 256350023 LC-Sr Lien Reserve Fund-1 912828L57 UNITED STATES TREASURY - 840,968.75 - - - - 1,047.16 (9,049.91) 832,966.00 3,800.48 256350023 LC-Sr Lien Reserve Fund-1 38378KSL4 GNR 1374 AL 191,974.00 - - - - - 1,175.11 (3,145.11) 190,004.00 468.46 256350023 LC-Sr Lien Reserve Fund-1 38379KDN5 GNR 1529 AD 167,263.37 - - - (763.10) 17.00 1,250.74 (1,231.09) 166,536.93 304.07 256350023 LC-Sr Lien Reserve Fund-1 912828SA9 UNITED STATES TREASURY - 179,502.72 - - - - 1,296.75 (1,700.56) 179,098.91 103.84 256350023 LC-Sr Lien Reserve Fund-1 38378B6A2 GNR 1312A AB 119,700.65 - - - (6,442.25) 206.04 1,363.59 (2,206.82) 112,621.21 179.85 256350023 LC-Sr Lien Reserve Fund-1 38378B7F0 GNR 1333 B 193,068.00 - - - - - 1,387.13 (1,911.13) 192,544.00 378.83 256350023 LC-Sr Lien Reserve Fund-1 912828L99 UNITED STATES TREASURY - 1,090,289.06 - - - - 1,774.16 (9,806.22) 1,082,257.00 2,590.47 256350023 LC-Sr Lien Reserve Fund-1 3136A72D3 FN 12M9 A2 366,863.25 - - - (2,715.35) 76.32 2,084.00 (5,360.28) 360,947.95 746.11 256350023 LC-Sr Lien Reserve Fund-1 912828V49 UNITED STATES TREASURY - 225,559.90 - - - - 2,436.69 105.60 228,102.19 398.02 256350023 LC-Sr Lien Reserve Fund-1 912828SA9 UNITED STATES TREASURY - 270,901.43 - - - - 2,671.64 (2,211.08) 271,361.99 157.33 256350023 LC-Sr Lien Reserve Fund-1 38378KRS0 GNR 1378 AG 435,663.00 - - - - - 3,603.42 (8,031.42) 431,235.00 895.72 256350023 LC-Sr Lien Reserve Fund-1 912828K33 UNITED STATES TREASURY - 392,982.43 (393,500.32) - - (3,333.94) 3,851.83 - - - 256350023 LC-Sr Lien Reserve Fund-1 38378B7F0 GNR 1333 B 241,335.00 - - - - - 3,940.83 (4,595.83) 240,680.00 473.54 17,898,432.77 285,093.92 (309,757.28) - (179,031.43) (2,691.78) 12,140.36 (156,414.17) 17,677,641.47 64,199.66 29 Page 14 of 38 Source Account Account Identifier Description Beginning Base Market Value Base Purchases Base Sales Base Maturities and Redemptions Base Paydowns Net Total Realized Gain/Loss Base Amortization/A ccretion Base Change In Net Unrealized Gain/Loss Ending Base Market Value Ending Accrued Income Balance 91 CIP STAMP Portfolio Transaction Report by Account Quarter ended December 31, 2017 30   31 91 CIP STAMP Portfolio Summary of Investments for quarter ended December 31, 2017 Credit Rating Industry Group Asset Class Security Type Market Sector ATTACHMENT 5 32   33 91 CIP STAMP Portfolio Series A & Series B Reserve Fund Summary of Investments for quarter ended December 31, 2017 Credit Rating Industry Group Asset Class Security Type Market Sector ATTACHMENT 6 34   35 Page 17 of 38 Source Account Account Identifier Security Type Category Issuer Final Maturity Trade Date Current Face Value Original Cost Next Call Date Base Market Value Base Net Total Unrealized Gain/Loss Coupon Yield Summarized Credit Rating 240907004 LC-RCTC Toll Revenue: - I-15 313385RX6 Agency FHLBanks Office of Finance 01/17/2018 12/27/2017 4,500,000.00 4,496,995.62 ---4,497,570.00 100.14 0.000 1.038 AAA 240907004 LC-RCTC Toll Revenue: - I-15 3137A7NT3 Agency CMO Federal Home Loan Mortgage Corp 08/25/2020 12/20/2017 95,220.08 95,882.16 ---95,945.66 42.86 2.917 1.980 AAA 240907004 LC-RCTC Toll Revenue: - I-15 3137AKKC4 Agency CMO Federal Home Loan Mortgage Corp 09/25/2018 12/04/2017 175,000.00 175,410.16 ---175,232.75 (118.55) 2.303 1.899 AAA 240907004 LC-RCTC Toll Revenue: - I-15 3137ANMN2 Agency CMO Federal Home Loan Mortgage Corp 12/25/2018 12/01/2017 315,000.00 315,529.10 ---315,352.80 (104.50) 2.220 1.932 AAA 240907004 LC-RCTC Toll Revenue: - I-15 3137AL6V6 Agency CMO Federal Home Loan Mortgage Corp 10/25/2018 12/01/2017 682,844.32 684,498.09 ---683,745.68 (535.59) 2.323 1.960 AAA 240907020 RCTC I-15 Prj RAMP UP RESERV3137ANMN2 Agency CMO Federal Home Loan Mortgage Corporation 12/25/2018 12/05/2017 1,800,000.00 1,803,697.20 ---1,802,016.00 (1,222.07) 2.220 1.932 AAA 240907020 RCTC I-15 Prj RAMP UP RESERV31392J6N4 Agency CMO Federal National Mortgage Association Fannie Mae 04/25/2023 12/05/2017 731,207.24 795,466.36 ---771,014.16 (23,843.77) 5.500 2.578 AAA 240907004 LC-RCTC Toll Revenue: - I-15 3137B6ZL8 Agency MBS Federal Home Loan Mortgage Corp 12/25/2019 12/20/2017 140,734.78 140,668.81 ---140,709.45 35.72 2.075 1.909 AAA 240907020 RCTC I-15 Prj RAMP UP RESERV31283K5N4 Agency MBS Federal Home Loan Mortgage Corporation 08/01/2020 12/05/2017 1,081,143.15 1,105,494.81 ---1,104,474.22 (53,092.53) 5.000 2.717 AAA 240907004 LC-RCTC Toll Revenue: - I-15 31381S5E8 Agency MBS Federal National Mortgage Association Fannie Mae 12/01/2018 12/01/2017 447,421.32 449,169.06 ---449,327.34 323.49 2.640 1.927 AAA 240907004 LC-RCTC Toll Revenue: - I-15 36225B5Y0 Agency MBS Government National Mortgage Association Guaranteed R 06/15/2019 12/21/2017 106,215.34 107,410.27 ---107,282.80 (201.35) 5.500 2.466 AAA 240907004 LC-RCTC Toll Revenue: - I-15 05581QAE8 Asset Backed BMW Vehicle Lease Trust 2015-2 02/20/2019 07/28/2017 965,000.00 965,414.64 ---964,536.80 (590.05) 1.550 1.808 AAA 245490001 LC-RCTC 2017 PRJ: Sales Tax 05581QAE8 Asset Backed BMW Vehicle Lease Trust 2015-2 02/20/2019 07/19/2017 2,000,000.00 2,000,937.50 ---1,999,040.00 (1,227.92) 1.550 1.808 AAA 240907004 LC-RCTC Toll Revenue: - I-15 05581RAD8 Asset Backed Bmw Vehicle Lease Trust 2016-1 01/22/2019 12/22/2017 1,231,033.07 1,229,301.94 ---1,229,408.11 81.24 1.340 1.817 AAA 240907004 LC-RCTC Toll Revenue: - I-15 05582XAB8 Asset Backed Bmw Vehicle Lease Trust 2016-2 01/22/2019 12/22/2017 360,364.00 359,857.25 ---359,906.34 38.46 1.230 1.914 AAA 240907004 LC-RCTC Toll Revenue: - I-15 05582XAD4 Asset Backed Bmw Vehicle Lease Trust 2016-2 09/20/2019 07/27/2017 965,000.00 963,002.14 ---960,908.40 (2,857.79) 1.430 2.046 AAA 245490001 LC-RCTC 2017 PRJ: Sales Tax 161571HA5 Asset Backed Chase Issuance Trust 07/16/2018 12/19/2017 360,000.00 359,690.63 ---359,712.00 5.47 1.620 1.773 AAA 240907004 LC-RCTC Toll Revenue: - I-15 161571FW9 Asset Backed Chase Issuance Trust 04/16/2018 12/21/2017 475,000.00 475,333.98 ---475,323.00 7.24 1.757 1.622 AAA 240907004 LC-RCTC Toll Revenue: - I-15 161571HC1 Asset Backed Chase Issuance Trust 06/17/2019 07/26/2017 750,000.00 745,576.17 ---742,800.00 (3,708.04) 1.370 2.044 AAA 245490001 LC-RCTC 2017 PRJ: Sales Tax 161571HG2 Asset Backed Chase Issuance Trust 01/16/2018 07/20/2017 2,000,000.00 1,996,875.00 ---1,999,200.00 (533.72) 1.100 1.956 AAA 240907004 LC-RCTC Toll Revenue: - I-15 41284AAE8 Asset Backed Harley-Davidson Motorcycle Trust 2014-1 10/15/2021 11/27/2017 450,000.00 449,789.06 ---449,649.00 (162.20) 1.550 1.698 AAA 245490001 LC-RCTC 2017 PRJ: Sales Tax 43814JAC8 Asset Backed Honda Auto Receivables 2014-4 Owner Trust 09/17/2018 07/19/2017 2,501.12 2,498.28 ---2,500.72 0.02 0.990 1.274 AAA 245490001 LC-RCTC 2017 PRJ: Sales Tax 43814JAD6 Asset Backed Honda Auto Receivables 2014-4 Owner Trust 10/15/2020 07/19/2017 2,355,000.00 2,355,367.97 ---2,354,175.75 (1,009.41) 1.460 1.556 AAA 240907004 LC-RCTC Toll Revenue: - I-15 43814KAD3 Asset Backed Honda Auto Receivables 2015-1 Owner Trust 11/16/2020 07/24/2017 887,000.00 885,995.19 ---886,325.88 (122.83) 1.320 1.486 AAA 245490001 LC-RCTC 2017 PRJ: Sales Tax 43814LAC3 Asset Backed Honda Auto Receivables 2015-4 Owner Trust 09/23/2019 11/09/2017 113,604.23 113,324.66 ---113,199.80 (137.34) 1.230 1.889 AAA 240907004 LC-RCTC Toll Revenue: - I-15 43814LAC3 Asset Backed Honda Auto Receivables 2015-4 Owner Trust 09/23/2019 07/24/2017 1,121,094.34 1,118,729.53 ---1,117,103.25 (2,309.21) 1.230 1.889 AAA 240907004 LC-RCTC Toll Revenue: - I-15 43813FAA1 Asset Backed Honda Auto Receivables 2017-4 Owner Trust 12/21/2018 11/22/2017 1,601,687.45 1,601,687.45 ---1,601,703.46 16.02 1.430 1.456 AAA 240907004 LC-RCTC Toll Revenue: - I-15 47787UAD5 Asset Backed John Deere Owner Trust 2015 06/17/2019 12/21/2017 90,406.28 90,265.03 ---90,321.30 57.33 1.320 1.909 AAA 240907004 LC-RCTC Toll Revenue: - I-15 47787UAE3 Asset Backed John Deere Owner Trust 2015 12/15/2021 07/24/2017 747,000.00 747,350.16 ---745,931.79 (1,246.87) 1.650 1.907 AAA 240907004 LC-RCTC Toll Revenue: - I-15 58768MAC5 Asset Backed Mercedes-Benz Auto Lease Trust 2016-B 08/15/2019 ---1,594,000.00 1,589,467.81 ---1,588,580.40 (1,928.35) 1.350 1.944 AAA 240907004 LC-RCTC Toll Revenue: - I-15 58769DAD2 Asset Backed Mercedes-Benz Auto Lease Trust 2017-A 03/16/2020 07/27/2017 965,000.00 965,942.38 ---963,050.70 (2,644.00) 1.790 1.981 AAA 245490001 LC-RCTC 2017 PRJ: Sales Tax 65478QAD0 Asset Backed Nissan Auto Lease Trust 2016-A 03/15/2019 07/19/2017 2,000,000.00 745.00 ---1,997,820.00 1,908,246.10 1.490 1.837 AAA 245490001 LC-RCTC 2017 PRJ: Sales Tax 65477UAC4 Asset Backed Nissan Auto Receivables 10/15/2019 11/07/2017 81,282.28 81,142.60 ---81,122.97 (29.02) 1.050 1.654 AAA 240907004 LC-RCTC Toll Revenue: - I-15 65477UAC4 Asset Backed Nissan Auto Receivables 10/15/2019 11/07/2017 243,846.85 243,427.74 ---243,368.91 (87.02) 1.050 1.654 AAA 240907004 LC-RCTC Toll Revenue: - I-15 65477PAD3 Asset Backed Nissan Auto Receivables 2014-A Owner Trust 08/17/2020 07/25/2017 501,996.45 501,780.74 ---501,318.75 (516.63) 1.340 1.763 AAA 240907004 LC-RCTC Toll Revenue: - I-15 65478AAD5 Asset Backed Nissan Auto Receivables 2015-C Owner Trust 05/15/2020 12/21/2017 852,156.29 849,326.87 ---849,437.91 116.02 1.370 1.853 AAA 245490001 LC-RCTC 2017 PRJ: Sales Tax 89190AAD2 Asset Backed Toyota Auto Receivables 2014-C Owner Trust 04/15/2020 07/19/2017 1,462,096.62 1,461,868.17 ---1,460,210.52 (1,764.32) 1.440 1.929 AAA 240907004 LC-RCTC Toll Revenue: - I-15 89236WAC2 Asset Backed Toyota Auto Receivables 2015-A Owner Trust 02/15/2019 11/07/2017 51,952.80 51,910.19 ---51,913.84 (2.58) 1.120 1.571 AAA 240907004 LC-RCTC Toll Revenue: - I-15 06371ETS6 CD Bank of Montreal 03/06/2018 11/06/2017 2,000,000.00 2,000,000.00 ---1,999,540.00 (460.00) 1.460 1.582 AAA 240907004 LC-RCTC Toll Revenue: - I-15 22549LGU3 CD Credit Suisse AG 03/07/2018 11/07/2017 2,000,000.00 2,000,000.66 ---1,999,320.00 (680.36) 1.450 1.630 AAA 240907004 LC-RCTC Toll Revenue: - I-15 60683BCS0 CD Mitsubishi UFJ Trust & Banking Corp 01/22/2018 11/20/2017 1,400,000.00 1,400,000.00 ---1,399,776.00 (224.00) 1.360 1.608 AAA 245490001 LC-RCTC 2017 PRJ: Sales Tax 60700AMC5 CD Mizuho Bank, Ltd.01/22/2018 11/20/2017 800,000.00 800,000.00 ---799,880.00 (120.00) 1.360 1.593 AAA 240907004 LC-RCTC Toll Revenue: - I-15 60700AMC5 CD Mizuho Bank, Ltd.01/22/2018 11/20/2017 1,800,000.00 1,800,000.00 ---1,799,730.00 (270.00) 1.360 1.593 AAA 240907004 LC-RCTC Toll Revenue: - I-15 06539RLL9 CD The Bank of Tokyo-Mitsubishi UFJ, Ltd 01/16/2018 11/15/2017 1,600,000.00 1,600,000.00 ---1,599,840.00 (160.00) 1.340 1.549 AAA 240907004 LC-RCTC Toll Revenue: - I-15 65602UYN2 CD The Norinchukin Bank 01/16/2018 11/15/2017 1,100,000.00 1,100,000.00 ---1,099,879.00 (121.00) 1.330 1.561 AAA 240907004 LC-RCTC Toll Revenue: - I-15 89113XNF7 CD Toronto Dominion Bank 01/22/2018 11/20/2017 1,800,000.00 1,800,000.00 ---1,799,802.00 (198.00) 1.380 1.550 AAA 240907004 LC-RCTC Toll Revenue: - I-15 00287YAN9 Corporate AbbVie Inc.05/14/2018 12/21/2017 1,000,000.00 999,780.00 ---999,510.00 (279.50) 1.800 1.927 A 240907004 LC-RCTC Toll Revenue: - I-15 0258M0EE5 Corporate American Express Credit Corporation 03/03/2020 07/25/2017 500,000.00 503,990.00 02/01/2020 498,485.00 (4,878.44) 2.200 2.343 A 240907004 LC-RCTC Toll Revenue: - I-15 0258M0DK2 Corporate American Express Credit Corporation 03/18/2019 07/25/2017 1,000,000.00 1,006,560.00 ---1,000,000.00 (4,955.46) 2.125 2.124 A 245490001 LC-RCTC 2017 PRJ: Sales Tax 0258M0EJ4 Corporate American Express Credit Corporation 05/03/2019 07/19/2017 2,000,000.00 2,006,000.00 04/02/2019 2,003,860.00 (656.23) 1.715 1.854 A 240907004 LC-RCTC Toll Revenue: - I-15 03523TAN8 Corporate Anheuser-Busch InBev Worldwide Inc.01/15/2020 07/26/2017 1,000,000.00 1,084,440.00 ---1,060,810.00 (10,173.43) 5.375 2.312 A 240907004 LC-RCTC Toll Revenue: - I-15 94973VBE6 Corporate Anthem, Inc.07/15/2018 07/26/2017 1,500,000.00 1,509,105.00 ---1,503,270.00 (1,999.64) 2.300 1.895 A 240907004 LC-RCTC Toll Revenue: - I-15 06051GFN4 Corporate Bank of America Corporation 04/21/2020 12/04/2017 1,000,000.00 997,850.00 ---1,000,700.00 2,784.62 2.250 2.218 A 245490001 LC-RCTC 2017 PRJ: Sales Tax 06051GEY1 Corporate Bank of America Corporation 01/15/2019 07/19/2017 1,500,000.00 1,518,015.00 ---1,512,450.00 (193.86) 2.399 1.936 A 240907004 LC-RCTC Toll Revenue: - I-15 06050TLY6 Corporate Bank of America, National Association 03/26/2018 10/11/2017 500,000.00 500,395.00 ---500,025.00 (177.32) 1.650 1.622 AA 240907004 LC-RCTC Toll Revenue: - I-15 06367TPX2 Corporate Bank of Montreal 12/12/2019 07/26/2017 1,000,000.00 1,005,160.00 ---997,230.00 (7,080.14) 2.100 2.246 A 245490001 LC-RCTC 2017 PRJ: Sales Tax 06367TPX2 Corporate Bank of Montreal 12/12/2019 07/19/2017 1,630,000.00 1,637,318.70 ---1,625,484.90 (10,530.88) 2.100 2.246 A 240907004 LC-RCTC Toll Revenue: - I-15 06738EAF2 Corporate Barclays PLC 03/16/2018 12/21/2017 1,000,000.00 1,000,320.00 ---1,000,010.00 (286.00) 2.000 1.984 BBB 240907004 LC-RCTC Toll Revenue: - I-15 07330NAL9 Corporate Branch Banking and Trust Company 05/10/2019 07/27/2017 1,000,000.00 995,340.00 04/10/2019 990,530.00 (5,858.92) 1.450 2.158 A 240907004 LC-RCTC Toll Revenue: - I-15 14912L6Y2 Corporate Caterpillar Financial Services Corporation 01/10/2020 07/26/2017 1,000,000.00 1,008,020.00 ---997,930.00 (8,808.56) 2.100 2.205 A 240907004 LC-RCTC Toll Revenue: - I-15 172967JJ1 Corporate Citigroup Inc.02/18/2020 07/25/2017 500,000.00 503,600.00 ---499,415.00 (3,635.49) 2.400 2.456 BBB 240907004 LC-RCTC Toll Revenue: - I-15 172967HM6 Corporate Citigroup Inc.04/08/2019 07/25/2017 1,000,000.00 1,010,110.00 ---1,003,530.00 (4,201.29) 2.550 2.266 BBB 245490001 LC-RCTC 2017 PRJ: Sales Tax 172967JQ5 Corporate Citigroup Inc.04/27/2018 07/20/2017 1,950,000.00 1,957,117.50 ---1,952,593.50 (408.79) 2.064 1.938 BBB 240907004 LC-RCTC Toll Revenue: - I-15 17401QAB7 Corporate Citizens Bank, National Association 12/04/2019 07/26/2017 1,000,000.00 1,008,450.00 11/04/2019 1,000,670.00 (6,322.52) 2.450 2.413 A 240907004 LC-RCTC Toll Revenue: - I-15 20030NAW1 Corporate Comcast Corporation 05/15/2018 12/21/2017 1,500,000.00 1,522,245.00 ---1,521,285.00 (6.64) 5.700 1.904 A 245490001 LC-RCTC 2017 PRJ: Sales Tax 21688AAD4 Corporate Cooperatieve Rabobank U.A.01/14/2020 07/20/2017 2,000,000.00 2,016,800.00 ---1,997,980.00 (15,942.10) 2.250 2.301 AA 240907004 LC-RCTC Toll Revenue: - I-15 22546QAN7 Corporate Credit Suisse AG 05/28/2019 07/26/2017 1,000,000.00 1,009,340.00 ---1,000,970.00 (6,347.87) 2.300 2.229 A 245490001 LC-RCTC 2017 PRJ: Sales Tax 375558BQ5 Corporate Gilead Sciences, Inc.09/20/2019 09/14/2017 340,000.00 340,000.00 ---340,428.40 428.40 1.875 1.864 A 240907004 LC-RCTC Toll Revenue: - I-15 375558BQ5 Corporate Gilead Sciences, Inc.09/20/2019 09/14/2017 595,000.00 595,000.00 ---595,749.70 749.70 1.875 1.864 A 240907004 LC-RCTC Toll Revenue: - I-15 40428HPN6 Corporate HSBC USA Inc.11/13/2019 07/26/2017 1,000,000.00 1,010,720.00 ---1,001,160.00 (7,722.44) 2.375 2.311 A 2017 Financing STAMP Portfolio by Investment Category for quarter ended December 31, 2017 ATTACHMENT 7 36 Page 18 of 38 Source Account Account Identifier Security Type Category Issuer Final Maturity Trade Date Current Face Value Original Cost Next Call Date Base Market Value Base Net Total Unrealized Gain/Loss Coupon Yield Summarized Credit Rating 2017 Financing STAMP Portfolio by Investment Category for quarter ended December 31, 2017 240907004 LC-RCTC Toll Revenue: - I-15 446438RN5 Corporate Huntington National Bank, The 06/30/2018 07/27/2017 1,500,000.00 1,505,700.00 ---1,500,570.00 (2,586.92) 2.000 1.924 A 240907004 LC-RCTC Toll Revenue: - I-15 24422ETJ8 Corporate John Deere Capital Corporation 10/09/2019 07/26/2017 1,125,000.00 1,114,650.00 ---1,108,136.25 (8,392.04) 1.250 2.113 A 240907004 LC-RCTC Toll Revenue: - I-15 46625HKA7 Corporate JPMorgan Chase & Co.01/23/2020 07/25/2017 500,000.00 503,005.00 12/23/2019 499,665.00 (2,850.63) 2.250 2.283 A 240907004 LC-RCTC Toll Revenue: - I-15 46625HHL7 Corporate JPMorgan Chase & Co.04/23/2019 07/25/2017 1,000,000.00 1,075,520.00 ---1,052,800.00 (5,309.92) 6.300 2.206 A 240907004 LC-RCTC Toll Revenue: - I-15 49327M2A1 Corporate Keybank National Association 02/01/2018 10/11/2017 750,000.00 750,337.50 ---749,805.00 (289.26) 1.650 1.930 A 240907004 LC-RCTC Toll Revenue: - I-15 49327M2P8 Corporate Keybank National Association 08/22/2019 07/24/2017 1,000,000.00 995,550.00 ---989,070.00 (7,333.02) 1.600 2.279 A 240907004 LC-RCTC Toll Revenue: - I-15 53944VAC3 Corporate Lloyds Bank PLC 03/16/2018 12/21/2017 1,000,000.00 999,970.00 ---999,970.00 (2.25) 1.750 1.755 AA 240907004 LC-RCTC Toll Revenue: - I-15 61747YDW2 Corporate Morgan Stanley 01/27/2020 07/25/2017 500,000.00 506,130.00 ---502,260.00 (2,908.90) 2.650 2.425 A 240907004 LC-RCTC Toll Revenue: - I-15 61746BDM5 Corporate Morgan Stanley 01/24/2019 07/25/2017 1,000,000.00 1,009,060.00 ---1,002,550.00 (4,077.83) 2.500 2.257 A 245490001 LC-RCTC 2017 PRJ: Sales Tax 61746BDY9 Corporate Morgan Stanley 02/01/2019 07/20/2017 1,950,000.00 1,981,200.00 ---1,972,093.50 (168.12) 2.752 2.015 A 240907004 LC-RCTC Toll Revenue: - I-15 718172BF5 Corporate Philip Morris International Inc.01/15/2019 07/26/2017 1,000,000.00 1,003,040.00 ---998,130.00 (4,081.62) 1.875 2.057 A 240907004 LC-RCTC Toll Revenue: - I-15 69353REV6 Corporate PNC Bank, National Association 03/04/2019 07/26/2017 1,000,000.00 1,003,210.00 02/02/2019 998,250.00 (4,109.03) 1.950 2.100 A 240907004 LC-RCTC Toll Revenue: - I-15 74432QBW4 Corporate Prudential Financial, Inc.08/15/2018 07/26/2017 1,500,000.00 1,510,920.00 ---1,502,520.00 (4,182.05) 2.300 2.028 A 240907004 LC-RCTC Toll Revenue: - I-15 780082AA1 Corporate Royal Bank of Canada 02/05/2020 07/26/2017 1,500,000.00 1,497,390.00 ---1,487,565.00 (10,230.99) 1.875 2.281 AAA 240907004 LC-RCTC Toll Revenue: - I-15 38141EA58 Corporate The Goldman Sachs Group, Inc.03/15/2020 07/26/2017 500,000.00 540,800.00 ---530,165.00 (4,528.91) 5.375 2.550 A 240907004 LC-RCTC Toll Revenue: - I-15 38141GFM1 Corporate The Goldman Sachs Group, Inc.04/01/2018 10/16/2017 1,000,000.00 1,020,020.00 ---1,010,520.00 (400.00) 6.150 1.983 A 240907004 LC-RCTC Toll Revenue: - I-15 38141EA25 Corporate The Goldman Sachs Group, Inc.02/15/2019 07/25/2017 1,000,000.00 1,084,540.00 ---1,056,840.00 (5,921.02) 7.500 2.359 A 240907004 LC-RCTC Toll Revenue: - I-15 89114QAS7 Corporate Toronto Dominion Bank 07/02/2019 07/27/2017 1,000,000.00 1,007,670.00 ---999,890.00 (6,211.28) 2.125 2.132 AA 245490001 LC-RCTC 2017 PRJ: Sales Tax 89114QAV0 Corporate Toronto Dominion Bank 11/05/2019 07/20/2017 2,000,000.00 2,019,800.00 ---2,001,200.00 (14,914.32) 2.250 2.216 AA 240907004 LC-RCTC Toll Revenue: - I-15 90261XHE5 Corporate UBS AG 08/14/2019 07/25/2017 850,000.00 857,505.50 ---850,697.00 (5,361.08) 2.375 2.322 A 245490001 LC-RCTC 2017 PRJ: Sales Tax 94988J5G8 Corporate Wells Fargo Bank, National Association 12/06/2019 07/19/2017 2,000,000.00 2,014,280.00 ---1,996,920.00 (14,790.80) 2.150 2.231 AA 245490001 LC-RCTC 2017 PRJ: Sales Tax 02360SAK4 CP Ameren Corporation 01/19/2018 12/26/2017 600,000.00 599,260.00 ---599,556.00 111.00 0.000 1.337 AA 240907004 LC-RCTC Toll Revenue: - I-15 02360SA32 CP Ameren Corporation 01/03/2018 12/21/2017 1,850,000.00 1,848,797.50 ---1,849,926.00 126.42 0.000 0.360 AA 245490001 LC-RCTC 2017 PRJ: Sales Tax 23337UAS8 CP DTE Gas Company 01/26/2018 12/26/2017 500,000.00 499,181.95 ---499,475.00 134.72 0.000 1.406 AAA 240907004 LC-RCTC Toll Revenue: - I-15 23337UAV1 CP DTE Gas Company 01/29/2018 12/21/2017 2,000,000.00 1,995,883.34 ---1,997,640.00 673.33 0.000 1.422 AAA 240907004 LC-RCTC Toll Revenue: - I-15 43357MAA8 CP Hitachi Capital America Corp.01/10/2018 12/21/2017 2,000,000.00 1,998,047.22 ---1,999,300.00 225.00 0.000 1.149 AA 245490001 LC-RCTC 2017 PRJ: Sales Tax 71112KA43 CP The Peoples Gas Light And Coke Company 01/04/2018 12/26/2017 600,000.00 599,722.50 ---599,946.00 38.50 0.000 0.649 AAA 240907004 LC-RCTC Toll Revenue: - I-15 71112KA84 CP The Peoples Gas Light And Coke Company 01/08/2018 12/21/2017 2,000,000.00 1,998,300.00 ---1,999,480.00 180.00 0.000 1.043 AAA 240907004 LC-RCTC Toll Revenue: - I-15 92780KAG3 CP Virginia Electric and Power Company 01/16/2018 11/14/2017 1,850,000.00 1,845,443.86 ---1,848,871.50 (26.21) 0.000 1.296 AAA 245490001 LC-RCTC 2017 PRJ: Sales Tax 97684HA84 CP Wisconsin Public Service Corporation 01/08/2018 12/26/2017 600,000.00 599,599.16 ---599,844.00 59.84 0.000 1.043 AAA 240907004 LC-RCTC Toll Revenue: - I-15 97684HA50 CP Wisconsin Public Service Corporation 01/05/2018 12/22/2017 2,000,000.00 1,998,522.22 ---1,999,740.00 162.22 0.000 0.782 AAA 240907020 RCTC I-15 Prj RAMP UP RESERV31846V203 MM Fund First American Funds, Inc.12/31/2017 ---- 109,995.80 ---109,995.80 - 0.930 0.890 AAA 240907004 LC-RCTC Toll Revenue: - I-15 31846V203 MM Fund First American Funds, Inc.12/31/2017 ---- 274,118.57 ---274,118.57 - 0.880 0.880 AAA 245490001 LC-RCTC 2017 PRJ: Sales Tax 9AMMF05B2 MM Fund U.S. Bank Money Market Account Fund 12/31/2017 ---- 84,991.61 ---84,991.61 - 0.000 0.000 NA 240907004 LC-RCTC Toll Revenue: - I-15 392274A89 Muni Greater Orlando Aviation Authority.10/01/2019 07/26/2017 700,000.00 724,094.00 ---713,797.00 (5,908.39) 3.483 2.329 AA 245490001 LC-RCTC 2017 PRJ: Sales Tax 47770VAS9 Muni Jobsohio Beverage System 01/01/2018 11/09/2017 275,000.00 275,077.00 ---275,000.00 - 1.820 1.804 AA 240907004 LC-RCTC Toll Revenue: - I-15 47770VAS9 Muni Jobsohio Beverage System 01/01/2018 11/09/2017 550,000.00 550,154.00 ---550,000.00 - 1.820 1.804 AA 245490001 LC-RCTC 2017 PRJ: Sales Tax 54438CWT5 Muni Los Angeles Community College District 08/01/2018 11/09/2017 275,000.00 275,000.00 ---274,890.00 (110.00) 1.620 1.688 AA 240907004 LC-RCTC Toll Revenue: - I-15 54438CWT5 Muni Los Angeles Community College District 08/01/2018 11/09/2017 545,000.00 545,000.00 ---544,782.00 (218.00) 1.620 1.688 AA 245490001 LC-RCTC 2017 PRJ: Sales Tax 650035S82 Muni New York State Urban Development Corporation 03/15/2018 11/10/2017 540,000.00 539,773.20 ---539,719.20 (143.97) 1.380 1.621 AAA 240907004 LC-RCTC Toll Revenue: - I-15 650035S82 Muni New York State Urban Development Corporation 03/15/2018 11/10/2017 945,000.00 944,603.10 ---944,508.60 (251.95) 1.380 1.621 AAA 240907004 LC-RCTC Toll Revenue: - I-15 569203LT7 Muni Salem-Keizer School District #24J 06/15/2018 11/15/2017 400,000.00 399,684.00 ---399,788.00 34.79 1.513 1.628 AA 240907004 LC-RCTC Toll Revenue: - I-15 459515RN4 Non-US Gov International Finance Corporation 01/08/2018 11/16/2017 1,850,000.00 1,846,753.25 ---1,847,558.00 (2,004.27) 0.000 ---NA 240907004 LC-RCTC Toll Revenue: - I-15 912828UR9 US Gov Treasury, United States Department of 02/28/2018 12/26/2017 1,130,000.00 1,128,852.34 ---1,128,937.80 (22.13) 0.750 1.306 AAA 240907020 RCTC I-15 Prj RAMP UP RESERV912828UJ7 US Gov Treasury, United States Department of 01/31/2018 12/13/2017 1,500,000.00 1,499,238.28 ---1,499,580.00 56.08 0.875 1.183 AAA 240907020 RCTC I-15 Prj RAMP UP RESERV912828H37 US Gov Treasury, United States Department of 01/15/2018 12/05/2017 2,500,000.00 2,498,973.00 ---2,499,700.00 59.45 0.875 1.130 AAA 240907004 LC-RCTC Toll Revenue: - I-15 912828H37 US Gov Treasury, United States Department of 01/15/2018 11/09/2017 5,000,000.00 4,997,070.31 ---4,999,400.00 21.45 0.875 1.130 AAA 127,201,808.01 126,298,940.79 127,923,245.76 1,594,886.17 37 Page 19 of 38 Source Account Account Identifier Security Type Category Issuer Final Maturity Trade Date Current Face Value Original Cost Next Call Date Base Market Value Base Net Total Unrealized Gain/Loss Coupon Yield Summarized Credit Rating 240907004 LC-RCTC Toll Revenue: - I-15 313385RX6 Agency FHLBanks Office of Finance 01/17/2018 12/27/2017 4,500,000.00 4,496,995.62 ---4,497,570.00 100.14 0.000 1.038 AAA 240907004 LC-RCTC Toll Revenue: - I-15 3137A7NT3 Agency CMO Federal Home Loan Mortgage Corp 08/25/2020 12/20/2017 95,220.08 95,882.16 ---95,945.66 42.86 2.917 1.980 AAA 240907004 LC-RCTC Toll Revenue: - I-15 3137AKKC4 Agency CMO Federal Home Loan Mortgage Corp 09/25/2018 12/04/2017 175,000.00 175,410.16 ---175,232.75 (118.55) 2.303 1.899 AAA 240907004 LC-RCTC Toll Revenue: - I-15 3137AL6V6 Agency CMO Federal Home Loan Mortgage Corp 10/25/2018 12/01/2017 682,844.32 684,498.09 ---683,745.68 (535.59) 2.323 1.960 AAA 240907004 LC-RCTC Toll Revenue: - I-15 3137ANMN2 Agency CMO Federal Home Loan Mortgage Corp 12/25/2018 12/01/2017 315,000.00 315,529.10 ---315,352.80 (104.50) 2.220 1.932 AAA 240907004 LC-RCTC Toll Revenue: - I-15 3137B6ZL8 Agency MBS Federal Home Loan Mortgage Corp 12/25/2019 12/20/2017 140,734.78 140,668.81 ---140,709.45 35.72 2.075 1.909 AAA 240907004 LC-RCTC Toll Revenue: - I-15 31381S5E8 Agency MBS Federal National Mortgage Association Fannie Mae 12/01/2018 12/01/2017 447,421.32 449,169.06 ---449,327.34 323.49 2.640 1.927 AAA 240907004 LC-RCTC Toll Revenue: - I-15 36225B5Y0 Agency MBS Government National Mortgage Association Guaranteed REMIC Pass-Throu 06/15/2019 12/21/2017 106,215.34 107,410.27 ---107,282.80 (201.35) 5.500 2.466 AAA 240907004 LC-RCTC Toll Revenue: - I-15 161571FW9 Asset Backed Chase Issuance Trust 04/16/2018 12/21/2017 475,000.00 475,333.98 ---475,323.00 7.24 1.757 1.622 AAA 240907004 LC-RCTC Toll Revenue: - I-15 65477PAD3 Asset Backed Nissan Auto Receivables 2014-A Owner Trust 08/17/2020 07/25/2017 501,996.45 501,780.74 ---501,318.75 (516.63) 1.340 1.763 AAA 240907004 LC-RCTC Toll Revenue: - I-15 43814KAD3 Asset Backed Honda Auto Receivables 2015-1 Owner Trust 11/16/2020 07/24/2017 887,000.00 885,995.19 ---886,325.88 (122.83) 1.320 1.486 AAA 240907004 LC-RCTC Toll Revenue: - I-15 89236WAC2 Asset Backed Toyota Auto Receivables 2015-A Owner Trust 02/15/2019 11/07/2017 51,952.80 51,910.19 ---51,913.84 (2.58) 1.120 1.571 AAA 240907004 LC-RCTC Toll Revenue: - I-15 47787UAE3 Asset Backed John Deere Owner Trust 2015 12/15/2021 07/24/2017 747,000.00 747,350.16 ---745,931.79 (1,246.87) 1.650 1.907 AAA 240907004 LC-RCTC Toll Revenue: - I-15 47787UAD5 Asset Backed John Deere Owner Trust 2015 06/17/2019 12/21/2017 90,406.28 90,265.03 ---90,321.30 57.33 1.320 1.909 AAA 240907004 LC-RCTC Toll Revenue: - I-15 65477UAC4 Asset Backed Nissan Auto Receivables 10/15/2019 11/07/2017 243,846.85 243,427.74 ---243,368.91 (87.02) 1.050 1.654 AAA 240907004 LC-RCTC Toll Revenue: - I-15 65478AAD5 Asset Backed Nissan Auto Receivables 2015-C Owner Trust 05/15/2020 12/21/2017 852,156.29 849,326.87 ---849,437.91 116.02 1.370 1.853 AAA 240907004 LC-RCTC Toll Revenue: - I-15 43814LAC3 Asset Backed Honda Auto Receivables 2015-4 Owner Trust 09/23/2019 07/24/2017 1,121,094.34 1,118,729.53 ---1,117,103.25 (2,309.21) 1.230 1.889 AAA 240907004 LC-RCTC Toll Revenue: - I-15 05581RAD8 Asset Backed Bmw Vehicle Lease Trust 2016-1 01/22/2019 12/22/2017 1,231,033.07 1,229,301.94 ---1,229,408.11 81.24 1.340 1.817 AAA 240907004 LC-RCTC Toll Revenue: - I-15 161571HC1 Asset Backed Chase Issuance Trust 06/17/2019 07/26/2017 750,000.00 745,576.17 ---742,800.00 (3,708.04) 1.370 2.044 AAA 240907004 LC-RCTC Toll Revenue: - I-15 41284AAE8 Asset Backed Harley-Davidson Motorcycle Trust 2014-1 10/15/2021 11/27/2017 450,000.00 449,789.06 ---449,649.00 (162.20) 1.550 1.698 AAA 240907004 LC-RCTC Toll Revenue: - I-15 05581QAE8 Asset Backed BMW Vehicle Lease Trust 2015-2 02/20/2019 07/28/2017 965,000.00 965,414.64 ---964,536.80 (590.05) 1.550 1.808 AAA 240907004 LC-RCTC Toll Revenue: - I-15 05582XAB8 Asset Backed Bmw Vehicle Lease Trust 2016-2 01/22/2019 12/22/2017 360,364.00 359,857.25 ---359,906.34 38.46 1.230 1.914 AAA 240907004 LC-RCTC Toll Revenue: - I-15 05582XAD4 Asset Backed Bmw Vehicle Lease Trust 2016-2 09/20/2019 07/27/2017 965,000.00 963,002.14 ---960,908.40 (2,857.79) 1.430 2.046 AAA 240907004 LC-RCTC Toll Revenue: - I-15 58768MAC5 Asset Backed Mercedes-Benz Auto Lease Trust 2016-B 08/15/2019 ---1,594,000.00 1,589,467.81 ---1,588,580.40 (1,928.35) 1.350 1.944 AAA 240907004 LC-RCTC Toll Revenue: - I-15 58769DAD2 Asset Backed Mercedes-Benz Auto Lease Trust 2017-A 03/16/2020 07/27/2017 965,000.00 965,942.38 ---963,050.70 (2,644.00) 1.790 1.981 AAA 240907004 LC-RCTC Toll Revenue: - I-15 43813FAA1 Asset Backed Honda Auto Receivables 2017-4 Owner Trust 12/21/2018 11/22/2017 1,601,687.45 1,601,687.45 ---1,601,703.46 16.02 1.430 1.456 AAA 240907004 LC-RCTC Toll Revenue: - I-15 06371ETS6 CD Bank of Montreal 03/06/2018 11/06/2017 2,000,000.00 2,000,000.00 ---1,999,540.00 (460.00) 1.460 1.582 AAA 240907004 LC-RCTC Toll Revenue: - I-15 22549LGU3 CD Credit Suisse AG 03/07/2018 11/07/2017 2,000,000.00 2,000,000.66 ---1,999,320.00 (680.36) 1.450 1.630 AAA 240907004 LC-RCTC Toll Revenue: - I-15 06539RLL9 CD The Bank of Tokyo-Mitsubishi UFJ, Ltd 01/16/2018 11/15/2017 1,600,000.00 1,600,000.00 ---1,599,840.00 (160.00) 1.340 1.549 AAA 240907004 LC-RCTC Toll Revenue: - I-15 65602UYN2 CD The Norinchukin Bank 01/16/2018 11/15/2017 1,100,000.00 1,100,000.00 ---1,099,879.00 (121.00) 1.330 1.561 AAA 240907004 LC-RCTC Toll Revenue: - I-15 60700AMC5 CD Mizuho Bank, Ltd.01/22/2018 11/20/2017 1,800,000.00 1,800,000.00 ---1,799,730.00 (270.00) 1.360 1.593 AAA 240907004 LC-RCTC Toll Revenue: - I-15 89113XNF7 CD Toronto Dominion Bank 01/22/2018 11/20/2017 1,800,000.00 1,800,000.00 ---1,799,802.00 (198.00) 1.380 1.550 AAA 240907004 LC-RCTC Toll Revenue: - I-15 60683BCS0 CD Mitsubishi UFJ Trust & Banking Corp 01/22/2018 11/20/2017 1,400,000.00 1,400,000.00 ---1,399,776.00 (224.00) 1.360 1.608 AAA 240907004 LC-RCTC Toll Revenue: - I-15 38141GFM1 Corporate The Goldman Sachs Group, Inc.04/01/2018 10/16/2017 1,000,000.00 1,020,020.00 ---1,010,520.00 (400.00) 6.150 1.983 A 240907004 LC-RCTC Toll Revenue: - I-15 20030NAW1 Corporate Comcast Corporation 05/15/2018 12/21/2017 1,500,000.00 1,522,245.00 ---1,521,285.00 (6.64) 5.700 1.904 A 240907004 LC-RCTC Toll Revenue: - I-15 38141EA25 Corporate The Goldman Sachs Group, Inc.02/15/2019 07/25/2017 1,000,000.00 1,084,540.00 ---1,056,840.00 (5,921.02) 7.500 2.359 A 240907004 LC-RCTC Toll Revenue: - I-15 46625HHL7 Corporate JPMorgan Chase & Co.04/23/2019 07/25/2017 1,000,000.00 1,075,520.00 ---1,052,800.00 (5,309.92) 6.300 2.206 A 240907004 LC-RCTC Toll Revenue: - I-15 03523TAN8 Corporate Anheuser-Busch InBev Worldwide Inc.01/15/2020 07/26/2017 1,000,000.00 1,084,440.00 ---1,060,810.00 (10,173.43) 5.375 2.312 A 240907004 LC-RCTC Toll Revenue: - I-15 38141EA58 Corporate The Goldman Sachs Group, Inc.03/15/2020 07/26/2017 500,000.00 540,800.00 ---530,165.00 (4,528.91) 5.375 2.550 A 240907004 LC-RCTC Toll Revenue: - I-15 49327M2A1 Corporate Keybank National Association 02/01/2018 10/11/2017 750,000.00 750,337.50 ---749,805.00 (289.26) 1.650 1.930 A 240907004 LC-RCTC Toll Revenue: - I-15 94973VBE6 Corporate Anthem, Inc.07/15/2018 07/26/2017 1,500,000.00 1,509,105.00 ---1,503,270.00 (1,999.64) 2.300 1.895 A 240907004 LC-RCTC Toll Revenue: - I-15 74432QBW4 Corporate Prudential Financial, Inc.08/15/2018 07/26/2017 1,500,000.00 1,510,920.00 ---1,502,520.00 (4,182.05) 2.300 2.028 A 240907004 LC-RCTC Toll Revenue: - I-15 718172BF5 Corporate Philip Morris International Inc.01/15/2019 07/26/2017 1,000,000.00 1,003,040.00 ---998,130.00 (4,081.62) 1.875 2.057 A 240907004 LC-RCTC Toll Revenue: - I-15 61746BDM5 Corporate Morgan Stanley 01/24/2019 07/25/2017 1,000,000.00 1,009,060.00 ---1,002,550.00 (4,077.83) 2.500 2.257 A 240907004 LC-RCTC Toll Revenue: - I-15 0258M0DK2 Corporate American Express Credit Corporation 03/18/2019 07/25/2017 1,000,000.00 1,006,560.00 ---1,000,000.00 (4,955.46) 2.125 2.124 A 240907004 LC-RCTC Toll Revenue: - I-15 172967HM6 Corporate Citigroup Inc.04/08/2019 07/25/2017 1,000,000.00 1,010,110.00 ---1,003,530.00 (4,201.29) 2.550 2.266 BBB 240907004 LC-RCTC Toll Revenue: - I-15 22546QAN7 Corporate Credit Suisse AG 05/28/2019 07/26/2017 1,000,000.00 1,009,340.00 ---1,000,970.00 (6,347.87) 2.300 2.229 A 240907004 LC-RCTC Toll Revenue: - I-15 89114QAS7 Corporate Toronto Dominion Bank 07/02/2019 07/27/2017 1,000,000.00 1,007,670.00 ---999,890.00 (6,211.28) 2.125 2.132 AA 240907004 LC-RCTC Toll Revenue: - I-15 90261XHE5 Corporate UBS AG 08/14/2019 07/25/2017 850,000.00 857,505.50 ---850,697.00 (5,361.08) 2.375 2.322 A 240907004 LC-RCTC Toll Revenue: - I-15 40428HPN6 Corporate HSBC USA Inc.11/13/2019 07/26/2017 1,000,000.00 1,010,720.00 ---1,001,160.00 (7,722.44) 2.375 2.311 A 240907004 LC-RCTC Toll Revenue: - I-15 17401QAB7 Corporate Citizens Bank, National Association 12/04/2019 07/26/2017 1,000,000.00 1,008,450.00 11/04/2019 1,000,670.00 (6,322.52) 2.450 2.413 A 240907004 LC-RCTC Toll Revenue: - I-15 46625HKA7 Corporate JPMorgan Chase & Co.01/23/2020 07/25/2017 500,000.00 503,005.00 12/23/2019 499,665.00 (2,850.63) 2.250 2.283 A 240907004 LC-RCTC Toll Revenue: - I-15 61747YDW2 Corporate Morgan Stanley 01/27/2020 07/25/2017 500,000.00 506,130.00 ---502,260.00 (2,908.90) 2.650 2.425 A 240907004 LC-RCTC Toll Revenue: - I-15 780082AA1 Corporate Royal Bank of Canada 02/05/2020 07/26/2017 1,500,000.00 1,497,390.00 ---1,487,565.00 (10,230.99) 1.875 2.281 AAA 240907004 LC-RCTC Toll Revenue: - I-15 172967JJ1 Corporate Citigroup Inc.02/18/2020 07/25/2017 500,000.00 503,600.00 ---499,415.00 (3,635.49) 2.400 2.456 BBB 240907004 LC-RCTC Toll Revenue: - I-15 06738EAF2 Corporate Barclays PLC 03/16/2018 12/21/2017 1,000,000.00 1,000,320.00 ---1,000,010.00 (286.00) 2.000 1.984 BBB 240907004 LC-RCTC Toll Revenue: - I-15 53944VAC3 Corporate Lloyds Bank PLC 03/16/2018 12/21/2017 1,000,000.00 999,970.00 ---999,970.00 (2.25) 1.750 1.755 AA 240907004 LC-RCTC Toll Revenue: - I-15 06050TLY6 Corporate Bank of America, National Association 03/26/2018 10/11/2017 500,000.00 500,395.00 ---500,025.00 (177.32) 1.650 1.622 AA 240907004 LC-RCTC Toll Revenue: - I-15 06051GFN4 Corporate Bank of America Corporation 04/21/2020 12/04/2017 1,000,000.00 997,850.00 ---1,000,700.00 2,784.62 2.250 2.218 A 240907004 LC-RCTC Toll Revenue: - I-15 00287YAN9 Corporate AbbVie Inc.05/14/2018 12/21/2017 1,000,000.00 999,780.00 ---999,510.00 (279.50) 1.800 1.927 A 240907004 LC-RCTC Toll Revenue: - I-15 446438RN5 Corporate Huntington National Bank, The 06/30/2018 07/27/2017 1,500,000.00 1,505,700.00 ---1,500,570.00 (2,586.92) 2.000 1.924 A 240907004 LC-RCTC Toll Revenue: - I-15 69353REV6 Corporate PNC Bank, National Association 03/04/2019 07/26/2017 1,000,000.00 1,003,210.00 02/02/2019 998,250.00 (4,109.03) 1.950 2.100 A 240907004 LC-RCTC Toll Revenue: - I-15 07330NAL9 Corporate Branch Banking and Trust Company 05/10/2019 07/27/2017 1,000,000.00 995,340.00 04/10/2019 990,530.00 (5,858.92) 1.450 2.158 A 240907004 LC-RCTC Toll Revenue: - I-15 49327M2P8 Corporate Keybank National Association 08/22/2019 07/24/2017 1,000,000.00 995,550.00 ---989,070.00 (7,333.02) 1.600 2.279 A 240907004 LC-RCTC Toll Revenue: - I-15 24422ETJ8 Corporate John Deere Capital Corporation 10/09/2019 07/26/2017 1,125,000.00 1,114,650.00 ---1,108,136.25 (8,392.04) 1.250 2.113 A 240907004 LC-RCTC Toll Revenue: - I-15 06367TPX2 Corporate Bank of Montreal 12/12/2019 07/26/2017 1,000,000.00 1,005,160.00 ---997,230.00 (7,080.14) 2.100 2.246 A 240907004 LC-RCTC Toll Revenue: - I-15 14912L6Y2 Corporate Caterpillar Financial Services Corporation 01/10/2020 07/26/2017 1,000,000.00 1,008,020.00 ---997,930.00 (8,808.56) 2.100 2.205 A 240907004 LC-RCTC Toll Revenue: - I-15 0258M0EE5 Corporate American Express Credit Corporation 03/03/2020 07/25/2017 500,000.00 503,990.00 02/01/2020 498,485.00 (4,878.44) 2.200 2.343 A 240907004 LC-RCTC Toll Revenue: - I-15 375558BQ5 Corporate Gilead Sciences, Inc.09/20/2019 09/14/2017 595,000.00 595,000.00 ---595,749.70 749.70 1.875 1.864 A 240907004 LC-RCTC Toll Revenue: - I-15 92780KAG3 CP Virginia Electric and Power Company 01/16/2018 11/14/2017 1,850,000.00 1,845,443.86 ---1,848,871.50 (26.21) 0.000 1.296 AAA 240907004 LC-RCTC Toll Revenue: - I-15 43357MAA8 CP Hitachi Capital America Corp.01/10/2018 12/21/2017 2,000,000.00 1,998,047.22 ---1,999,300.00 225.00 0.000 1.149 AA 240907004 LC-RCTC Toll Revenue: - I-15 23337UAV1 CP DTE Gas Company 01/29/2018 12/21/2017 2,000,000.00 1,995,883.34 ---1,997,640.00 673.33 0.000 1.422 AAA 240907004 LC-RCTC Toll Revenue: - I-15 02360SA32 CP Ameren Corporation 01/03/2018 12/21/2017 1,850,000.00 1,848,797.50 ---1,849,926.00 126.42 0.000 0.360 AA 240907004 LC-RCTC Toll Revenue: - I-15 71112KA84 CP The Peoples Gas Light And Coke Company 01/08/2018 12/21/2017 2,000,000.00 1,998,300.00 ---1,999,480.00 180.00 0.000 1.043 AAA 240907004 LC-RCTC Toll Revenue: - I-15 97684HA50 CP Wisconsin Public Service Corporation 01/05/2018 12/22/2017 2,000,000.00 1,998,522.22 ---1,999,740.00 162.22 0.000 0.782 AAA 240907004 LC-RCTC Toll Revenue: - I-15 31846V203 MM Fund First American Funds, Inc.12/31/2017 ---- 274,118.57 ---274,118.57 - 0.880 0.880 AAA 240907004 LC-RCTC Toll Revenue: - I-15 47770VAS9 Muni Jobsohio Beverage System 01/01/2018 11/09/2017 550,000.00 550,154.00 ---550,000.00 - 1.820 1.804 AA 240907004 LC-RCTC Toll Revenue: - I-15 650035S82 Muni New York State Urban Development Corporation 03/15/2018 11/10/2017 945,000.00 944,603.10 ---944,508.60 (251.95) 1.380 1.621 AAA 240907004 LC-RCTC Toll Revenue: - I-15 569203LT7 Muni Salem-Keizer School District #24J 06/15/2018 11/15/2017 400,000.00 399,684.00 ---399,788.00 34.79 1.513 1.628 AA 2017 Financing STAMP Portfolio by Account for quarter ended December 31, 2017 ATTACHMENT 8 38 Page 20 of 38 Source Account Account Identifier Security Type Category Issuer Final Maturity Trade Date Current Face Value Original Cost Next Call Date Base Market Value Base Net Total Unrealized Gain/Loss Coupon Yield Summarized Credit Rating 2017 Financing STAMP Portfolio by Account for quarter ended December 31, 2017 240907004 LC-RCTC Toll Revenue: - I-15 392274A89 Muni Greater Orlando Aviation Authority.10/01/2019 07/26/2017 700,000.00 724,094.00 ---713,797.00 (5,908.39) 3.483 2.329 AA 240907004 LC-RCTC Toll Revenue: - I-15 54438CWT5 Muni Los Angeles Community College District 08/01/2018 11/09/2017 545,000.00 545,000.00 ---544,782.00 (218.00) 1.620 1.688 AA 240907004 LC-RCTC Toll Revenue: - I-15 459515RN4 Non-US Gov International Finance Corporation 01/08/2018 11/16/2017 1,850,000.00 1,846,753.25 ---1,847,558.00 (2,004.27) 0.000 ---NA 240907004 LC-RCTC Toll Revenue: - I-15 912828UR9 US Gov Treasury, United States Department of 02/28/2018 12/26/2017 1,130,000.00 1,128,852.34 ---1,128,937.80 (22.13) 0.750 1.306 AAA 240907004 LC-RCTC Toll Revenue: - I-15 912828H37 US Gov Treasury, United States Department of 01/15/2018 11/09/2017 5,000,000.00 4,997,070.31 ---4,999,400.00 21.45 0.875 1.130 AAA 90,093,171.73 240907020 RCTC I-15 Prj RAMP UP RESERVE 31392J6N4 Agency CMO Federal National Mortgage Association Fannie Mae 04/25/2023 12/05/2017 731,207.24 795,466.36 ---771,014.16 (23,843.77) 5.500 2.578 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 3137ANMN2 Agency CMO Federal Home Loan Mortgage Corporation 12/25/2018 12/05/2017 1,800,000.00 1,803,697.20 ---1,802,016.00 (1,222.07) 2.220 1.932 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 31283K5N4 Agency MBS Federal Home Loan Mortgage Corporation 08/01/2020 12/05/2017 1,081,143.15 1,105,494.81 ---1,104,474.22 (53,092.53) 5.000 2.717 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 31846V203 MM Fund First American Funds, Inc.12/31/2017 ---- 109,995.80 ---109,995.80 - 0.930 0.890 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 912828H37 US Gov Treasury, United States Department of 01/15/2018 12/05/2017 2,500,000.00 2,498,973.00 ---2,499,700.00 59.45 0.875 1.130 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 912828UJ7 US Gov Treasury, United States Department of 01/31/2018 12/13/2017 1,500,000.00 1,499,238.28 ---1,499,580.00 56.08 0.875 1.183 AAA 7,786,780.18 245490001 LC-RCTC 2017 PRJ: Sales Tax 43814JAC8 Asset Backed Honda Auto Receivables 2014-4 Owner Trust 09/17/2018 07/19/2017 2,501.12 2,498.28 ---2,500.72 0.02 0.990 1.274 AAA 245490001 LC-RCTC 2017 PRJ: Sales Tax 43814JAD6 Asset Backed Honda Auto Receivables 2014-4 Owner Trust 10/15/2020 07/19/2017 2,355,000.00 2,355,367.97 ---2,354,175.75 (1,009.41) 1.460 1.556 AAA 245490001 LC-RCTC 2017 PRJ: Sales Tax 89190AAD2 Asset Backed Toyota Auto Receivables 2014-C Owner Trust 04/15/2020 07/19/2017 1,462,096.62 1,461,868.17 ---1,460,210.52 (1,764.32) 1.440 1.929 AAA 245490001 LC-RCTC 2017 PRJ: Sales Tax 65477UAC4 Asset Backed Nissan Auto Receivables 10/15/2019 11/07/2017 81,282.28 81,142.60 ---81,122.97 (29.02) 1.050 1.654 AAA 245490001 LC-RCTC 2017 PRJ: Sales Tax 161571HA5 Asset Backed Chase Issuance Trust 07/16/2018 12/19/2017 360,000.00 359,690.63 ---359,712.00 5.47 1.620 1.773 AAA 245490001 LC-RCTC 2017 PRJ: Sales Tax 43814LAC3 Asset Backed Honda Auto Receivables 2015-4 Owner Trust 09/23/2019 11/09/2017 113,604.23 113,324.66 ---113,199.80 (137.34) 1.230 1.889 AAA 245490001 LC-RCTC 2017 PRJ: Sales Tax 65478QAD0 Asset Backed Nissan Auto Lease Trust 2016-A 03/15/2019 07/19/2017 2,000,000.00 745.00 ---1,997,820.00 1,908,246.10 1.490 1.837 AAA 245490001 LC-RCTC 2017 PRJ: Sales Tax 161571HG2 Asset Backed Chase Issuance Trust 01/16/2018 07/20/2017 2,000,000.00 1,996,875.00 ---1,999,200.00 (533.72) 1.100 1.956 AAA 245490001 LC-RCTC 2017 PRJ: Sales Tax 05581QAE8 Asset Backed BMW Vehicle Lease Trust 2015-2 02/20/2019 07/19/2017 2,000,000.00 2,000,937.50 ---1,999,040.00 (1,227.92) 1.550 1.808 AAA 245490001 LC-RCTC 2017 PRJ: Sales Tax 60700AMC5 CD Mizuho Bank, Ltd.01/22/2018 11/20/2017 800,000.00 800,000.00 ---799,880.00 (120.00) 1.360 1.593 AAA 245490001 LC-RCTC 2017 PRJ: Sales Tax 06051GEY1 Corporate Bank of America Corporation 01/15/2019 07/19/2017 1,500,000.00 1,518,015.00 ---1,512,450.00 (193.86) 2.399 1.936 A 245490001 LC-RCTC 2017 PRJ: Sales Tax 89114QAV0 Corporate Toronto Dominion Bank 11/05/2019 07/20/2017 2,000,000.00 2,019,800.00 ---2,001,200.00 (14,914.32) 2.250 2.216 AA 245490001 LC-RCTC 2017 PRJ: Sales Tax 21688AAD4 Corporate Cooperatieve Rabobank U.A.01/14/2020 07/20/2017 2,000,000.00 2,016,800.00 ---1,997,980.00 (15,942.10) 2.250 2.301 AA 245490001 LC-RCTC 2017 PRJ: Sales Tax 172967JQ5 Corporate Citigroup Inc.04/27/2018 07/20/2017 1,950,000.00 1,957,117.50 ---1,952,593.50 (408.79) 2.064 1.938 BBB 245490001 LC-RCTC 2017 PRJ: Sales Tax 61746BDY9 Corporate Morgan Stanley 02/01/2019 07/20/2017 1,950,000.00 1,981,200.00 ---1,972,093.50 (168.12) 2.752 2.015 A 245490001 LC-RCTC 2017 PRJ: Sales Tax 94988J5G8 Corporate Wells Fargo Bank, National Association 12/06/2019 07/19/2017 2,000,000.00 2,014,280.00 ---1,996,920.00 (14,790.80) 2.150 2.231 AA 245490001 LC-RCTC 2017 PRJ: Sales Tax 06367TPX2 Corporate Bank of Montreal 12/12/2019 07/19/2017 1,630,000.00 1,637,318.70 ---1,625,484.90 (10,530.88) 2.100 2.246 A 245490001 LC-RCTC 2017 PRJ: Sales Tax 0258M0EJ4 Corporate American Express Credit Corporation 05/03/2019 07/19/2017 2,000,000.00 2,006,000.00 04/02/2019 2,003,860.00 (656.23) 1.715 1.854 A 245490001 LC-RCTC 2017 PRJ: Sales Tax 375558BQ5 Corporate Gilead Sciences, Inc.09/20/2019 09/14/2017 340,000.00 340,000.00 ---340,428.40 428.40 1.875 1.864 A 245490001 LC-RCTC 2017 PRJ: Sales Tax 97684HA84 CP Wisconsin Public Service Corporation 01/08/2018 12/26/2017 600,000.00 599,599.16 ---599,844.00 59.84 0.000 1.043 AAA 245490001 LC-RCTC 2017 PRJ: Sales Tax 02360SAK4 CP Ameren Corporation 01/19/2018 12/26/2017 600,000.00 599,260.00 ---599,556.00 111.00 0.000 1.337 AA 245490001 LC-RCTC 2017 PRJ: Sales Tax 23337UAS8 CP DTE Gas Company 01/26/2018 12/26/2017 500,000.00 499,181.95 ---499,475.00 134.72 0.000 1.406 AAA 245490001 LC-RCTC 2017 PRJ: Sales Tax 71112KA43 CP The Peoples Gas Light And Coke Company 01/04/2018 12/26/2017 600,000.00 599,722.50 ---599,946.00 38.50 0.000 0.649 AAA 245490001 LC-RCTC 2017 PRJ: Sales Tax 9AMMF05B2 MM Fund U.S. Bank Money Market Account Fund 12/31/2017 ---- 84,991.61 ---84,991.61 - 0.000 0.000 NA 245490001 LC-RCTC 2017 PRJ: Sales Tax 47770VAS9 Muni Jobsohio Beverage System 01/01/2018 11/09/2017 275,000.00 275,077.00 ---275,000.00 - 1.820 1.804 AA 245490001 LC-RCTC 2017 PRJ: Sales Tax 650035S82 Muni New York State Urban Development Corporation 03/15/2018 11/10/2017 540,000.00 539,773.20 ---539,719.20 (143.97) 1.380 1.621 AAA 245490001 LC-RCTC 2017 PRJ: Sales Tax 54438CWT5 Muni Los Angeles Community College District 08/01/2018 11/09/2017 275,000.00 275,000.00 ---274,890.00 (110.00) 1.620 1.688 AA 30,043,293.86 39 Page 21 of 38 Source Account Account Identifier Description Beginning Base Market Value Base Purchases Base Sales Base Maturities and Redemptions Base Paydowns Net Total Realized Gain/Loss Base Amortization/A ccretion Base Change In Net Unrealized Gain/Loss Ending Base Market Value Ending Accrued Income Balance 240907004 LC-RCTC Toll Revenue: - I-15 38141EA25 GOLDMAN SACHS GROUP INC 1,074,010.00 - - - - - (13,811.90) (3,358.10) 1,056,840.00 28,333.33 240907004 LC-RCTC Toll Revenue: - I-15 46625HHL7 JPMORGAN CHASE & CO 1,067,080.00 - - - - - (11,084.53) (3,195.47) 1,052,800.00 11,900.00 240907004 LC-RCTC Toll Revenue: - I-15 38141GFM1 GOLDMAN SACHS GROUP INC - 1,020,020.00 - - - - (9,100.00) (400.00) 1,010,520.00 15,375.00 240907004 LC-RCTC Toll Revenue: - I-15 03523TAN8 ANHEUSER-BUSCH INBEV NV 1,076,070.00 - - - - - (8,537.96) (6,722.04) 1,060,810.00 24,784.72 240907004 LC-RCTC Toll Revenue: - I-15 38141EA58 GOLDMAN SACHS GROUP INC 537,135.00 - - - - - (3,909.20) (3,060.80) 530,165.00 7,913.19 240907004 LC-RCTC Toll Revenue: - I-15 392274A89 GREATER ORLANDO AVIATION AUTH ORLANDO FLA ARPT FAC 719,964.00 - - - - - (2,805.92) (3,361.08) 713,797.00 6,095.25 240907004 LC-RCTC Toll Revenue: - I-15 74432QBW4 PRUDENTIAL FINANCIAL INC 1,509,735.00 - - - - - (2,675.60) (4,539.40) 1,502,520.00 13,033.33 240907004 LC-RCTC Toll Revenue: - I-15 94973VBE6 ANTHEM INC 1,506,495.00 - - - - - (2,433.47) (791.53) 1,503,270.00 15,908.33 240907004 LC-RCTC Toll Revenue: - I-15 446438RN5 HUNTINGTON NATIONAL BANK 1,503,555.00 - - - - - (1,613.54) (1,371.46) 1,500,570.00 83.33 240907004 LC-RCTC Toll Revenue: - I-15 61746BDM5 MORGAN STANLEY 1,008,360.00 - - - - - (1,543.17) (4,266.83) 1,002,550.00 10,902.78 240907004 LC-RCTC Toll Revenue: - I-15 172967HM6 CITIGROUP INC 1,008,610.00 - - - - - (1,522.45) (3,557.55) 1,003,530.00 5,879.17 240907004 LC-RCTC Toll Revenue: - I-15 06051GFD6 BANK OF AMERICA CORP 1,009,000.00 - (1,008,220.00) - - (1,462.93) (1,317.10) 2,000.03 - - 240907004 LC-RCTC Toll Revenue: - I-15 22546QAN7 CREDIT SUISSE AG (NEW YORK BRANCH)1,006,520.00 - - - - - (1,287.82) (4,262.18) 1,000,970.00 2,108.33 240907004 LC-RCTC Toll Revenue: - I-15 40428HPN6 HSBC USA INC (NEW)1,007,120.00 - - - - - (1,173.70) (4,786.30) 1,001,160.00 3,166.67 240907004 LC-RCTC Toll Revenue: - I-15 0258M0DK2 AMERICAN EXPRESS CREDIT CORP 1,005,440.00 - - - - - (1,029.93) (4,410.07) 1,000,000.00 6,079.86 240907004 LC-RCTC Toll Revenue: - I-15 89114QAS7 TORONTO-DOMINION BANK 1,005,070.00 - - - - - (995.33) (4,184.67) 999,890.00 10,565.97 240907004 LC-RCTC Toll Revenue: - I-15 20030NAW1 COMCAST CORP - 1,522,245.00 - - - - (953.36) (6.64) 1,521,285.00 10,925.00 240907004 LC-RCTC Toll Revenue: - I-15 17401QAB7 CITIZENS BANK NA 1,007,660.00 - - - - - (927.53) (6,062.47) 1,000,670.00 1,837.50 240907004 LC-RCTC Toll Revenue: - I-15 90261XHE5 UBS AG (STAMFORD BRANCH)857,191.00 - - - - - (918.65) (5,575.35) 850,697.00 7,682.47 240907004 LC-RCTC Toll Revenue: - I-15 06417GQV3 The Bank of Nova Scotia - 2,500,876.30 - (2,500,000.00) - - (876.30) - - - 240907004 LC-RCTC Toll Revenue: - I-15 14912L6Y2 CATERPILLAR FINANCIAL SERVICES CORP 1,005,320.00 - - - - - (813.05) (6,576.95) 997,930.00 9,975.00 240907004 LC-RCTC Toll Revenue: - I-15 63873FY93 Natixis 1,600,832.00 - - (1,600,000.00) - - (672.19) (159.81) - - 240907004 LC-RCTC Toll Revenue: - I-15 61747YDW2 MORGAN STANLEY 505,730.00 - - - - - (609.80) (2,860.20) 502,260.00 5,668.06 240907004 LC-RCTC Toll Revenue: - I-15 912828M23 UNITED STATES TREASURY 3,500,455.00 - - (3,500,000.00) - - (594.36) 139.36 - - 240907004 LC-RCTC Toll Revenue: - I-15 69353REV6 PNC BANK NA 1,002,670.00 - - - - - (546.83) (3,873.17) 998,250.00 6,337.50 240907004 LC-RCTC Toll Revenue: - I-15 06367TPX2 BANK OF MONTREAL 1,003,590.00 - - - - - (540.40) (5,819.60) 997,230.00 1,108.33 240907004 LC-RCTC Toll Revenue: - I-15 718172BF5 PHILIP MORRIS INTERNATIONAL INC 1,002,660.00 - - - - - (525.59) (4,004.41) 998,130.00 8,645.83 240907004 LC-RCTC Toll Revenue: - I-15 65602UES3 The Norinchukin Bank 2,000,620.00 - - (2,000,000.00) - - (455.10) (164.90) - - 240907004 LC-RCTC Toll Revenue: - I-15 0258M0EE5 AMERICAN EXPRESS CREDIT CORP 502,615.00 - - - - - (402.18) (3,727.82) 498,485.00 3,605.56 240907004 LC-RCTC Toll Revenue: - I-15 172967JJ1 CITIGROUP INC 503,725.00 - - - - - (349.24) (3,960.76) 499,415.00 4,433.33 240907004 LC-RCTC Toll Revenue: - I-15 46625HKA7 JPMORGAN CHASE & CO 502,690.00 - - - - - (310.50) (2,714.50) 499,665.00 4,937.50 240907004 LC-RCTC Toll Revenue: - I-15 05581QAE8 BMWLT 152 A4 - - - - - - (287.79) (590.05) 964,536.80 457.03 240907004 LC-RCTC Toll Revenue: - I-15 49327M2A1 KEYBANK NA - 750,337.50 - - - - (243.24) (289.26) 749,805.00 5,156.25 240907004 LC-RCTC Toll Revenue: - I-15 83369YEX0 Societe Generale 1,950,273.00 - - (1,950,000.00) - - (219.38) (53.62) - - 240907004 LC-RCTC Toll Revenue: - I-15 3137AL6V6 FHMS K706 A2 - 684,498.09 - - - - (216.82) (535.59) 683,745.68 1,321.87 240907004 LC-RCTC Toll Revenue: - I-15 06050TLY6 BANK OF AMERICA NA - 500,395.00 - - - - (192.68) (177.32) 500,025.00 2,177.08 240907004 LC-RCTC Toll Revenue: - I-15 86563YHD8 Sumitomo Mitsui Banking Corporation 2,500,275.00 - - (2,500,000.00) - - (171.29) (103.71) - - 240907004 LC-RCTC Toll Revenue: - I-15 31381S5E8 FN 469845 - 449,169.06 - - - - (165.21) 323.49 449,327.34 1,017.14 240907004 LC-RCTC Toll Revenue: - I-15 47787UAE3 JDOT 15 A4 - - - - - - (164.40) (1,246.87) 745,931.79 547.80 240907004 LC-RCTC Toll Revenue: - I-15 58769DAD2 MBALT 17A A3 966,109.75 - - - - - (157.57) (2,901.48) 963,050.70 767.71 240907004 LC-RCTC Toll Revenue: - I-15 47770VAS9 JOBSOHIO BEVERAGE SYS OHIO STATEWIDE LIQUOR PROFIT - 550,154.00 - - - - (154.00) - 550,000.00 5,005.00 240907004 LC-RCTC Toll Revenue: - I-15 06538NFU6 The Bank of Tokyo-Mitsubishi UFJ, Ltd.1,900,247.00 - - (1,900,000.00) - - (133.64) (113.36) - - 240907004 LC-RCTC Toll Revenue: - I-15 3137ANMN2 FHMS K707 A2 - 315,529.10 - - - - (71.80) (104.50) 315,352.80 582.75 240907004 LC-RCTC Toll Revenue: - I-15 3137AKKC4 FHMS K705 A2 - 175,410.16 - - - - (58.86) (118.55) 175,232.75 335.85 240907004 LC-RCTC Toll Revenue: - I-15 06738EAF2 BARCLAYS PLC - 1,000,320.00 - - - - (24.00) (286.00) 1,000,010.00 5,833.33 240907004 LC-RCTC Toll Revenue: - I-15 161571FW9 CHAIT 133 A - 475,333.98 - - - - (18.22) 7.24 475,323.00 394.11 240907004 LC-RCTC Toll Revenue: - I-15 477877AD6 JDOT 14B A3 - - 68,458.24 - 43,367.76 (42.10) (17.90) - - - 240907004 LC-RCTC Toll Revenue: - I-15 17305TRV6 Citibank, N.A.1,625,000.00 - - (1,625,000.00) - - (15.82) 15.82 - - 240907004 LC-RCTC Toll Revenue: - I-15 65477PAD3 NAROT 14A A4 798,022.43 - - - 111,565.90 (46.88) (10.14) (93.80) - - 240907004 LC-RCTC Toll Revenue: - I-15 61212LMR7 UNIVERSITY MONT UNIV REVS - 500,010.00 - (500,000.00) - - (10.00) - - - 240907004 LC-RCTC Toll Revenue: - I-15 65478AAD5 NAROT 15C A3 - 849,326.87 - - - - (4.98) 116.02 849,437.91 518.87 240907004 LC-RCTC Toll Revenue: - I-15 47787UAD5 JDOT 15 A3 - 90,265.03 - - - - (1.06) 57.33 90,321.30 53.04 240907004 LC-RCTC Toll Revenue: - I-15 22549LGU3 Credit Suisse AG - 2,000,000.66 - - - - (0.30) (680.36) 1,999,320.00 4,430.56 240907004 LC-RCTC Toll Revenue: - I-15 31846V203 ---364,346.66 102,998,754.26 (103,088,982.35) - - - - - 274,118.57 - 240907004 LC-RCTC Toll Revenue: - I-15 05582WZT4 BNP Paribas 2,500,675.00 - - (2,500,000.00) - - - (675.00) - - 240907004 LC-RCTC Toll Revenue: - I-15 17305TSH6 Citibank, N.A.2,500,000.00 - - (2,500,000.00) - - - - - - 240907004 LC-RCTC Toll Revenue: - I-15 375558BQ5 GILEAD SCIENCES INC 596,249.50 - - - - - - (499.80) 595,749.70 371.97 240907004 LC-RCTC Toll Revenue: - I-15 89113XFD1 The Toronto-Dominion Bank 2,000,000.00 - - (2,000,000.00) - - - - - - 240907004 LC-RCTC Toll Revenue: - I-15 22534HQ38 Credit Agricole Corporate and Investment Bank 1,900,000.00 - - (1,900,000.00) - - - - - - 240907004 LC-RCTC Toll Revenue: - I-15 60683BBF9 Mitsubishi UFJ Trust & Banking Corp 1,949,980.50 - - (1,950,000.00) - - - 19.50 - - 240907004 LC-RCTC Toll Revenue: - I-15 89113XJC9 The Toronto-Dominion Bank - 2,000,000.00 - (2,000,000.00) - - - - - - 240907004 LC-RCTC Toll Revenue: - I-15 86563YT60 Sumitomo Mitsui Banking Corporation - 2,000,000.00 - (2,000,000.00) - - - - - - 240907004 LC-RCTC Toll Revenue: - I-15 06539RJU2 The Bank of Tokyo-Mitsubishi UFJ, Ltd.- 1,000,000.00 - (1,000,000.00) - - - - - - 240907004 LC-RCTC Toll Revenue: - I-15 06371ETS6 Bank of Montreal - 2,000,000.00 - - - - - (460.00) 1,999,540.00 4,461.11 240907004 LC-RCTC Toll Revenue: - I-15 54438CWT5 LOS ANGELES CALIF CMNTY COLLEGE DIST - 545,000.00 - - - - - (218.00) 544,782.00 760.28 240907004 LC-RCTC Toll Revenue: - I-15 06539RLL9 The Bank of Tokyo-Mitsubishi UFJ, Ltd - 1,600,000.00 - - - - - (160.00) 1,599,840.00 2,799.11 240907004 LC-RCTC Toll Revenue: - I-15 65602UYN2 The Norinchukin Bank - 1,100,000.00 - - - - - (121.00) 1,099,879.00 1,869.39 240907004 LC-RCTC Toll Revenue: - I-15 60683BCS0 Mitsubishi UFJ Trust & Banking Corp - 1,400,000.00 - - - - - (224.00) 1,399,776.00 2,221.33 240907004 LC-RCTC Toll Revenue: - I-15 89113XNF7 Toronto Dominion Bank - 1,800,000.00 - - - - - (198.00) 1,799,802.00 2,898.00 240907004 LC-RCTC Toll Revenue: - I-15 60700AMC5 Mizuho Bank, Ltd.- 1,800,000.00 - - - - - (270.00) 1,799,730.00 2,788.00 240907004 LC-RCTC Toll Revenue: - I-15 43813FAA1 HAROT 174 A1 - 1,900,000.00 - - (298,312.55) (0.00) - 16.02 1,601,703.46 699.85 240907004 LC-RCTC Toll Revenue: - I-15 53944VAC3 LLOYDS BANK PLC - 999,970.00 - - - - 2.25 (2.25) 999,970.00 5,104.17 240907004 LC-RCTC Toll Revenue: - I-15 3137B6ZL8 FHMS K714 A1 - 140,668.81 - - - - 4.92 35.72 140,709.45 243.35 240907004 LC-RCTC Toll Revenue: - I-15 89236WAC2 TAOT 15A A3 - 82,291.72 - - (30,406.47) 25.96 5.20 (2.58) 51,913.84 25.86 240907004 LC-RCTC Toll Revenue: - I-15 00287YAN9 ABBVIE INC - 999,780.00 - - - - 9.50 (279.50) 999,510.00 2,350.00 240907004 LC-RCTC Toll Revenue: - I-15 05582XAB8 BMWLT 162 A2A - 359,857.25 - - - - 10.63 38.46 359,906.34 135.44 240907004 LC-RCTC Toll Revenue: - I-15 477877AD6 JDOT 14B A3 - - (68,458.24) - (43,367.76) 42.10 17.90 - - - 240907004 LC-RCTC Toll Revenue: - I-15 3137A7NT3 FHMS K011 A1 - 95,882.16 - - - - 20.63 42.86 95,945.66 231.46 240907004 LC-RCTC Toll Revenue: - I-15 41284AAE8 HDMOT 141 A4 - 449,789.06 - - - - 22.14 (162.20) 449,649.00 310.00 240907004 LC-RCTC Toll Revenue: - I-15 65477UAC4 NAROT 15A A3 - 316,901.45 - - (73,600.20) 131.71 22.96 (87.02) 243,368.91 113.80 240907004 LC-RCTC Toll Revenue: - I-15 05581RAD8 BMWLT 161 A3 - 1,229,301.94 - - - - 24.93 81.24 1,229,408.11 504.04 240907004 LC-RCTC Toll Revenue: - I-15 587729AD6 MBART 141 A4 764,892.90 - - - (765,000.00) 321.14 44.19 (258.24) - - 240907004 LC-RCTC Toll Revenue: - I-15 47787UAE3 JDOT 15 A4 747,014.94 - - - - - 55.32 272.80 - - 240907004 LC-RCTC Toll Revenue: - I-15 58768MAC5 MBALT 16B A3 - 591,772.50 - - - - 59.26 148.64 591,980.40 356.40 240907004 LC-RCTC Toll Revenue: - I-15 65477PAD3 NAROT 14A A4 - - - - (407,823.45) 157.11 64.21 (516.63) 501,318.75 298.97 240907004 LC-RCTC Toll Revenue: - I-15 06051GFN4 BANK OF AMERICA CORP - 997,850.00 - - - - 65.38 2,784.62 1,000,700.00 4,375.00 2017 Financing STAMP Portfolio Transaction Report by Account Quarter ended December 31, 2017 ATTACHMENT 9 40 Page 22 of 38 Source Account Account Identifier Description Beginning Base Market Value Base Purchases Base Sales Base Maturities and Redemptions Base Paydowns Net Total Realized Gain/Loss Base Amortization/A ccretion Base Change In Net Unrealized Gain/Loss Ending Base Market Value Ending Accrued Income Balance 2017 Financing STAMP Portfolio Transaction Report by Account Quarter ended December 31, 2017 240907004 LC-RCTC Toll Revenue: - I-15 569203LT7 MARION & POLK CNTYS ORE SCH DIST NO 24J SALEM-KEIZ - 399,684.00 - - - - 69.21 34.79 399,788.00 268.98 240907004 LC-RCTC Toll Revenue: - I-15 36225B5Y0 GN 781763 - 107,410.27 - - - - 73.89 (201.35) 107,282.80 486.82 240907004 LC-RCTC Toll Revenue: - I-15 22533TX27 Credit Agricole Corporate and Investment Bank 2,500,000.00 - - (2,500,000.00) - - 84.03 (84.03) - - 240907004 LC-RCTC Toll Revenue: - I-15 912828UR9 UNITED STATES TREASURY - 1,128,852.34 - - - - 107.59 (22.13) 1,128,937.80 2,879.63 240907004 LC-RCTC Toll Revenue: - I-15 05581QAE8 BMWLT 152 A4 965,193.00 - - - - - 108.32 113.32 - - 240907004 LC-RCTC Toll Revenue: - I-15 912828F54 UNITED STATES TREASURY 1,999,880.00 - - (2,000,000.00) - - 121.53 (1.53) - - 240907004 LC-RCTC Toll Revenue: - I-15 650035S82 NEW YORK ST URBAN DEV CORP REV - 944,603.10 - - - - 157.45 (251.95) 944,508.60 3,839.85 240907004 LC-RCTC Toll Revenue: - I-15 02361KY65 AMEREN ILLINOIS CO - 1,754,809.88 - (1,755,000.00) - - 190.12 - - - 240907004 LC-RCTC Toll Revenue: - I-15 61979JX44 Motiva Enterprises LLC 1,974,861.75 - - (1,975,000.00) - (0.00) 246.88 (108.63) - - 240907004 LC-RCTC Toll Revenue: - I-15 780082AA1 ROYAL BANK OF CANADA 1,496,625.00 - - - - - 257.59 (9,317.59) 1,487,565.00 11,406.25 240907004 LC-RCTC Toll Revenue: - I-15 43814KAD3 HAROT 151 A4 886,521.02 - - - - - 288.20 (483.34) 886,325.88 520.37 240907004 LC-RCTC Toll Revenue: - I-15 313385NZ5 FEDERAL HOME LOAN BANKS - 1,299,709.67 - (1,300,000.00) - - 290.33 - - - 240907004 LC-RCTC Toll Revenue: - I-15 313385PW0 FEDERAL HOME LOAN BANKS - 649,702.44 - (650,000.00) - - 297.56 - - - 240907004 LC-RCTC Toll Revenue: - I-15 23336GXA4 DTE Electric Company 999,730.00 - - (1,000,000.00) - - 315.00 (45.00) - - 240907004 LC-RCTC Toll Revenue: - I-15 4497W0XA1 ING (U.S.) Funding LLC 1,085,706.78 - - (1,086,000.00) - - 328.52 (35.30) - - 240907004 LC-RCTC Toll Revenue: - I-15 92780JXD8 Virginia Electric and Power Company 799,704.00 - - (800,000.00) - - 354.67 (58.67) - - 240907004 LC-RCTC Toll Revenue: - I-15 912828F54 UNITED STATES TREASURY 3,999,760.00 - - (4,000,000.00) - - 372.34 (132.34) - - 240907004 LC-RCTC Toll Revenue: - I-15 43814LAC3 HAROT 154 A3 1,449,101.30 - - - (330,489.17) 541.35 386.19 (2,436.42) 1,117,103.25 383.04 240907004 LC-RCTC Toll Revenue: - I-15 313385RX6 FEDERAL HOME LOAN BANKS - 4,496,995.62 - - - - 474.24 100.14 4,497,570.00 - 240907004 LC-RCTC Toll Revenue: - I-15 05582XAD4 BMWLT 162 A3 962,047.10 - - - - - 485.90 (1,624.60) 960,908.40 421.65 240907004 LC-RCTC Toll Revenue: - I-15 92780JXL0 Virginia Electric and Power Company - 1,974,508.44 - (1,975,000.00) - 0.00 491.56 - - - 240907004 LC-RCTC Toll Revenue: - I-15 46107JY80 Interstate Power and Light Company - 1,999,482.78 - (2,000,000.00) - - 517.22 - - - 240907004 LC-RCTC Toll Revenue: - I-15 49327M2P8 KEYBANK NA 994,640.00 - - - - - 538.85 (6,108.85) 989,070.00 5,733.33 240907004 LC-RCTC Toll Revenue: - I-15 161571HC1 CHAIT 162 A 745,095.00 - - - - - 592.34 (2,887.34) 742,800.00 456.67 240907004 LC-RCTC Toll Revenue: - I-15 313385PM2 FEDERAL HOME LOAN BANKS - 1,099,379.72 - (1,100,000.00) - - 620.28 - - - 240907004 LC-RCTC Toll Revenue: - I-15 58768MAC5 MBALT 16B A3 997,260.00 - - - - - 623.95 (1,283.95) 996,600.00 600.00 240907004 LC-RCTC Toll Revenue: - I-15 07330NAL9 BRANCH BANKING AND TRUST CO 994,330.00 - - - - - 667.04 (4,467.04) 990,530.00 2,054.17 240907004 LC-RCTC Toll Revenue: - I-15 92780JY21 Virginia Electric and Power Company - 1,999,288.88 - (2,000,000.00) - - 711.12 - - - 240907004 LC-RCTC Toll Revenue: - I-15 92780JXB2 Virginia Electric and Power Company 1,974,407.50 - - (1,975,000.00) - - 718.68 (126.18) - - 240907004 LC-RCTC Toll Revenue: - I-15 43357LXA5 Hitachi Capital America Corp.1,949,473.50 - - (1,950,000.00) - - 745.88 (219.38) - - 240907004 LC-RCTC Toll Revenue: - I-15 313385PM2 FEDERAL HOME LOAN BANKS - 1,399,210.55 - (1,400,000.00) - (0.00) 789.45 - - - 240907004 LC-RCTC Toll Revenue: - I-15 313385PB6 FEDERAL HOME LOAN BANKS - 2,999,158.33 - (3,000,000.00) - (0.00) 841.67 - - - 240907004 LC-RCTC Toll Revenue: - I-15 74005HXH0 Praxair, Inc.- 1,974,103.01 - (1,975,000.00) - (0.00) 896.99 - - - 240907004 LC-RCTC Toll Revenue: - I-15 71112JXC3 The Peoples Gas Light And Coke Company 2,224,243.50 - - (2,225,000.00) - (0.00) 897.42 (140.92) - - 240907004 LC-RCTC Toll Revenue: - I-15 46640PYF4 J.P. Morgan Securities LLC - 1,999,000.00 (1,099,926.66) (900,000.00) - (0.01) 926.67 - - - 240907004 LC-RCTC Toll Revenue: - I-15 00280NXH8 Abbey National Treasury Services PLC 1,799,100.00 - - (1,800,000.00) - - 976.01 (76.01) - - 240907004 LC-RCTC Toll Revenue: - I-15 71112KA84 The Peoples Gas Light And Coke Company - 1,998,300.00 - - - - 1,000.00 180.00 1,999,480.00 - 240907004 LC-RCTC Toll Revenue: - I-15 02360SA32 Ameren Corporation - 1,848,797.50 - - - - 1,002.08 126.42 1,849,926.00 - 240907004 LC-RCTC Toll Revenue: - I-15 43357MAA8 Hitachi Capital America Corp.- 1,998,047.22 - - - - 1,027.78 225.00 1,999,300.00 - 240907004 LC-RCTC Toll Revenue: - I-15 63873JXX3 Natixis 999,030.00 - - (1,000,000.00) - - 1,050.00 (80.00) - - 240907004 LC-RCTC Toll Revenue: - I-15 97684HA50 Wisconsin Public Service Corporation - 1,998,522.22 - - - - 1,055.56 162.22 1,999,740.00 - 240907004 LC-RCTC Toll Revenue: - I-15 23337UAV1 DTE Gas Company - 1,995,883.34 - - - - 1,083.33 673.33 1,997,640.00 - 240907004 LC-RCTC Toll Revenue: - I-15 23336GY39 DTE Electric Company 998,870.00 - - (1,000,000.00) - - 1,145.84 (15.84) - - 240907004 LC-RCTC Toll Revenue: - I-15 24422ETJ8 JOHN DEERE CAPITAL CORP 1,113,401.25 - - - - - 1,192.83 (6,457.83) 1,108,136.25 3,203.13 240907004 LC-RCTC Toll Revenue: - I-15 30229AY60 Exxon Mobil Corporation - 1,898,803.00 - (1,900,000.00) - - 1,197.00 - - - 240907004 LC-RCTC Toll Revenue: - I-15 71112JY16 The Peoples Gas Light And Coke Company - 2,498,784.73 - (2,500,000.00) - - 1,215.27 - - - 240907004 LC-RCTC Toll Revenue: - I-15 26055AXP6 The Dow Chemical Company 1,798,722.00 - - (1,800,000.00) - - 1,386.00 (108.00) - - 240907004 LC-RCTC Toll Revenue: - I-15 93884EY74 Washington Gas Light Company - 1,998,570.00 - (2,000,000.00) - - 1,430.00 - - - 240907004 LC-RCTC Toll Revenue: - I-15 06538BZ48 The Bank of Tokyo-Mitsubishi UFJ, Ltd - 1,368,537.14 - (1,370,000.00) - - 1,462.86 - - - 240907004 LC-RCTC Toll Revenue: - I-15 22533TZK5 Credit Agricole Corporate and Investment Bank - 898,536.00 - (900,000.00) - - 1,464.00 - - - 240907004 LC-RCTC Toll Revenue: - I-15 61979JZ42 Motiva Enterprises LLC - 1,973,509.43 - (1,975,000.00) - - 1,490.57 - - - 240907004 LC-RCTC Toll Revenue: - I-15 78355AXP4 Ryder System, Inc.1,948,615.50 - - (1,950,000.00) - - 1,644.49 (259.99) - - 240907004 LC-RCTC Toll Revenue: - I-15 46640PZB2 J.P. Morgan Securities LLC - 1,273,285.84 - (1,275,000.00) - - 1,714.16 - - - 240907004 LC-RCTC Toll Revenue: - I-15 4497W0Y10 ING (U.S.) Funding LLC 1,698,283.00 - - (1,700,000.00) - - 1,888.42 (171.42) - - 240907004 LC-RCTC Toll Revenue: - I-15 78355AYA6 Ryder System, Inc.- 1,998,111.12 - (2,000,000.00) - - 1,888.88 - - - 240907004 LC-RCTC Toll Revenue: - I-15 29878RYU6 Banque Europeenne D'investissement (BEI)- 1,998,098.88 - (2,000,000.00) - - 1,901.12 - - - 240907004 LC-RCTC Toll Revenue: - I-15 43357LY89 Hitachi Capital America Corp.- 1,998,083.34 - (2,000,000.00) - - 1,916.66 - - - 240907004 LC-RCTC Toll Revenue: - I-15 87019RYA8 Swedbank AB - 1,998,016.66 - (2,000,000.00) - - 1,983.34 - - - 240907004 LC-RCTC Toll Revenue: - I-15 313385PG5 FEDERAL HOME LOAN BANKS - 2,497,895.83 - (2,500,000.00) - - 2,104.17 - - - 240907004 LC-RCTC Toll Revenue: - I-15 61979JYD3 Motiva Enterprises LLC - 1,997,870.00 - (2,000,000.00) - - 2,130.00 - - - 240907004 LC-RCTC Toll Revenue: - I-15 02361KY24 Ameren Illinois Company - 1,997,744.44 - (2,000,000.00) - - 2,255.56 - - - 240907004 LC-RCTC Toll Revenue: - I-15 26055AY34 The Dow Chemical Company - 1,997,733.34 - (2,000,000.00) - - 2,266.66 - - - 240907004 LC-RCTC Toll Revenue: - I-15 912828H37 UNITED STATES TREASURY - 4,997,070.31 - - - - 2,308.24 21.45 4,999,400.00 20,210.60 240907004 LC-RCTC Toll Revenue: - I-15 26055AZ41 The Dow Chemical Company - 1,997,657.78 - (2,000,000.00) - - 2,342.22 - - - 240907004 LC-RCTC Toll Revenue: - I-15 43357LZJ4 Hitachi Capital America Corp.- 1,847,500.45 - (1,850,000.00) - - 2,499.55 - - - 240907004 LC-RCTC Toll Revenue: - I-15 78355AZB3 Ryder System, Inc.- 2,472,343.51 - (2,475,000.00) - - 2,656.49 - - - 240907004 LC-RCTC Toll Revenue: - I-15 459515RN4 INTERNATIONAL FINANCE CORP - 1,846,753.25 - - - - 2,809.02 (2,004.27) 1,847,558.00 - 240907004 LC-RCTC Toll Revenue: - I-15 23337SZB3 DTE Gas Company - 1,997,096.66 - (2,000,000.00) - - 2,903.34 - - - 240907004 LC-RCTC Toll Revenue: - I-15 92780KAG3 Virginia Electric and Power Company - 1,845,443.86 - - - - 3,453.85 (26.21) 1,848,871.50 - 240907004 LC-RCTC Toll Revenue: - I-15 14912DZT9 Caterpillar Financial Services Corporation - 1,996,388.88 - (2,000,000.00) - - 3,611.12 - - - 240907004 LC-RCTC Toll Revenue: - I-15 26055AZV1 The Dow Chemical Company - 1,821,177.65 - (1,825,000.00) - - 3,822.35 - - - 240907004 LC-RCTC Toll Revenue: - I-15 36960LZF5 General Electric Company - 1,996,100.00 - (2,000,000.00) - - 3,900.00 - - - 240907004 LC-RCTC Toll Revenue: - I-15 46640PY64 J.P. Morgan Securities LLC 2,496,925.00 - - (2,500,000.00) - - 3,905.90 (830.90) - - 240907004 LC-RCTC Toll Revenue: - I-15 87030JZV4 Aktiebolaget Svensk Exportkredit - 1,995,907.78 - (2,000,000.00) - - 4,092.22 - - - 240907004 LC-RCTC Toll Revenue: - I-15 87019RYF7 Swedbank AB 2,496,125.00 - - (2,500,000.00) - - 4,720.34 (845.34) - - 98,450,659.88 229,064,179.09 (105,197,129.01) (130,311,000.00) (1,794,065.94) (332.53) 23,239.49 (142,379.25) 90,093,171.73 341,265.76 240907020 RCTC I-15 Prj RAMP UP RESERVE 31283K5N4 FH G11753 - - - - - - (2,420.24) (53,092.53) 1,104,474.22 4,504.76 240907020 RCTC I-15 Prj RAMP UP RESERVE 31392J6N4 FNR 0323B EQ - - - - - - (608.42) (23,843.77) 771,014.16 3,351.37 240907020 RCTC I-15 Prj RAMP UP RESERVE 3137ANMN2 FHMS K707 A2 - - - - - - (459.13) (1,222.07) 1,802,016.00 3,330.00 240907020 RCTC I-15 Prj RAMP UP RESERVE 31846V203 FIRST AMER:GVT OBLG;Y - 82,242.29 (1,504,088.82) - - - - - 109,995.80 - 240907020 RCTC I-15 Prj RAMP UP RESERVE 912828UJ7 UNITED STATES TREASURY - 1,499,238.28 - - - - 285.65 56.08 1,499,580.00 5,492.53 240907020 RCTC I-15 Prj RAMP UP RESERVE 912828H37 UNITED STATES TREASURY - - - - - - 667.55 59.45 2,499,700.00 10,105.30 - 1,581,480.57 (1,504,088.82) - - - (2,534.60) (78,042.84) 7,786,780.18 26,783.96 245490001 LC-RCTC 2017 PRJ: Sales Tax 61746BDY9 MORGAN STANLEY 1,977,768.00 - - - - - (5,171.89) (502.61) 1,972,093.50 9,092.34 41 Page 23 of 38 Source Account Account Identifier Description Beginning Base Market Value Base Purchases Base Sales Base Maturities and Redemptions Base Paydowns Net Total Realized Gain/Loss Base Amortization/A ccretion Base Change In Net Unrealized Gain/Loss Ending Base Market Value Ending Accrued Income Balance 2017 Financing STAMP Portfolio Transaction Report by Account Quarter ended December 31, 2017 245490001 LC-RCTC 2017 PRJ: Sales Tax 38141GVK7 GOLDMAN SACHS GROUP INC 2,011,800.00 - (2,006,648.00) - - (236.89) (4,120.50) (794.60) - - 245490001 LC-RCTC 2017 PRJ: Sales Tax 06051GEY1 BANK OF AMERICA CORP 1,514,745.00 - - - - - (3,069.22) 774.22 1,512,450.00 7,697.34 245490001 LC-RCTC 2017 PRJ: Sales Tax 65478QAD0 NALT 16A A3 1,999,760.00 - - - - - (2,681.97) (1,995,830.10) - - 245490001 LC-RCTC 2017 PRJ: Sales Tax 172967JQ5 CITIGROUP INC 1,954,953.00 - - - - - (2,381.13) 21.63 1,952,593.50 7,380.44 245490001 LC-RCTC 2017 PRJ: Sales Tax 31283K5N4 FH G11753 1,269,935.72 - - - (155,658.65) (5,166.80) (2,305.72) 9,072.67 - - 245490001 LC-RCTC 2017 PRJ: Sales Tax 89114QAV0 TORONTO-DOMINION BANK 2,015,340.00 - - - - - (2,156.09) (11,983.91) 2,001,200.00 7,000.00 245490001 LC-RCTC 2017 PRJ: Sales Tax 3137ANMN2 FHMS K707 A2 1,807,470.00 - - - - - (1,961.58) 2,676.08 - - 245490001 LC-RCTC 2017 PRJ: Sales Tax 6095586A4 MONMOUTH CNTY N J 801,808.00 - - (800,000.00) - - (1,713.45) (94.55) - - 245490001 LC-RCTC 2017 PRJ: Sales Tax 21688AAD4 COOPERATIEVE RABOBANK UA (NEW YORK BRANCH)2,012,740.00 - - - - - (1,665.20) (13,094.80) 1,997,980.00 20,875.00 245490001 LC-RCTC 2017 PRJ: Sales Tax 31392J6N4 FNR 0323B EQ 842,209.59 - - - (59,006.30) (4,016.80) (1,547.14) 2,596.05 - - 245490001 LC-RCTC 2017 PRJ: Sales Tax 94988J5G8 WELLS FARGO BANK NA 2,010,560.00 - - - - - (1,482.41) (12,157.59) 1,996,920.00 2,986.11 245490001 LC-RCTC 2017 PRJ: Sales Tax 865622CF9 SUMITOMO MITSUI BANKING CORP 2,008,400.00 - (2,006,180.00) - - 175.07 (1,222.65) (1,172.41) - - 245490001 LC-RCTC 2017 PRJ: Sales Tax 0258M0EJ4 AMERICAN EXPRESS CREDIT CORP 2,005,060.00 - - - - - (853.17) (346.83) 2,003,860.00 5,620.83 245490001 LC-RCTC 2017 PRJ: Sales Tax 06367TPX2 BANK OF MONTREAL 1,635,851.70 - - - - - (751.41) (9,615.39) 1,625,484.90 1,806.58 245490001 LC-RCTC 2017 PRJ: Sales Tax 05581QAE8 BMWLT 152 A4 - - - - - - (606.10) (1,227.92) 1,999,040.00 947.22 245490001 LC-RCTC 2017 PRJ: Sales Tax 65602UPZ5 The Norinchukin Bank 3,000,660.00 - - (3,000,000.00) - - (374.34) (285.66) - - 245490001 LC-RCTC 2017 PRJ: Sales Tax 46623EKD0 JPMORGAN CHASE & CO - 750,457.50 (749,850.00) - - (331.35) (276.15) - - - 245490001 LC-RCTC 2017 PRJ: Sales Tax 49327M2A1 KEYBANK NA - 750,337.50 (749,752.50) - - (381.28) (203.72) - - - 245490001 LC-RCTC 2017 PRJ: Sales Tax 22549V5V1 Credit Suisse Group AG 1,150,218.50 - - (1,150,000.00) - - (164.66) (53.84) - - 245490001 LC-RCTC 2017 PRJ: Sales Tax 56045RKF5 MAINE MUN BD BK 1,020,030.60 - - (1,020,000.00) - - (145.28) 114.68 - - 245490001 LC-RCTC 2017 PRJ: Sales Tax 43814JAD6 HAROT 144 A4 2,354,976.45 - - - - - (106.05) (694.65) 2,354,175.75 1,528.13 245490001 LC-RCTC 2017 PRJ: Sales Tax 06538NFU6 The Bank of Tokyo-Mitsubishi UFJ, Ltd.1,100,143.00 - - (1,100,000.00) - - (77.37) (65.63) - - 245490001 LC-RCTC 2017 PRJ: Sales Tax 47770VAS9 JOBSOHIO BEVERAGE SYS OHIO STATEWIDE LIQUOR PROFIT - 275,077.00 - - - - (77.00) - 275,000.00 2,502.50 245490001 LC-RCTC 2017 PRJ: Sales Tax 83369YTU0 Societe Generale 1,150,115.00 - - (1,150,000.00) - - (32.33) (82.67) - - 245490001 LC-RCTC 2017 PRJ: Sales Tax 22534HN64 Credit Agricole Corporate and Investment Bank - 650,025.29 - (650,000.00) - - (25.29) - - - 245490001 LC-RCTC 2017 PRJ: Sales Tax 9AMMF05B2 U.S. BANK MONEY MARKET ACCOUNT FUND 189,582.58 44,884,227.64 (44,988,818.61) - - - - - 84,991.61 - 245490001 LC-RCTC 2017 PRJ: Sales Tax 05582WZS6 BNP Paribas 3,001,170.00 - (2,999,747.34) - - (252.66) - (1,170.00) - - 245490001 LC-RCTC 2017 PRJ: Sales Tax 375558BQ5 GILEAD SCIENCES INC 340,714.00 - - - - - - (285.60) 340,428.40 212.55 245490001 LC-RCTC 2017 PRJ: Sales Tax 89113XJC9 The Toronto-Dominion Bank - 1,200,000.00 - (1,200,000.00) - - - - - - 245490001 LC-RCTC 2017 PRJ: Sales Tax 54438CWT5 LOS ANGELES CALIF CMNTY COLLEGE DIST - 275,000.00 - - - - - (110.00) 274,890.00 383.63 245490001 LC-RCTC 2017 PRJ: Sales Tax 89113XNF7 Toronto Dominion Bank - 1,100,000.00 (1,099,832.24) - - (167.76) - - - - 245490001 LC-RCTC 2017 PRJ: Sales Tax 60700AMC5 Mizuho Bank, Ltd.- 800,000.00 - - - - - (120.00) 799,880.00 1,239.11 245490001 LC-RCTC 2017 PRJ: Sales Tax 65477UAC4 NAROT 15A A3 - 105,633.84 - - (24,533.40) 43.90 7.65 (29.02) 81,122.97 37.93 245490001 LC-RCTC 2017 PRJ: Sales Tax 43814LAC3 HAROT 154 A3 - 135,210.31 - - (21,939.65) 54.57 11.90 (137.34) 113,199.80 38.81 245490001 LC-RCTC 2017 PRJ: Sales Tax 43814JAC8 HAROT 144 A3 48,365.92 - - - (45,889.97) 25.48 13.29 (14.00) 2,500.72 1.10 245490001 LC-RCTC 2017 PRJ: Sales Tax 58769AAD8 MBALT 15B A3 457,788.06 - - - (457,842.99) 31.64 15.85 7.44 - - 245490001 LC-RCTC 2017 PRJ: Sales Tax 161571HA5 CHAIT 157 A - 359,690.63 - - - - 15.90 5.47 359,712.00 259.20 245490001 LC-RCTC 2017 PRJ: Sales Tax 161571GQ1 CHAIT 147 A 100,007.00 - - - (100,000.00) - 24.12 (31.12) - - 245490001 LC-RCTC 2017 PRJ: Sales Tax 46640PX24 J.P. Morgan Securities LLC 850,000.00 - - (850,000.00) - - 28.33 (28.33) - - 245490001 LC-RCTC 2017 PRJ: Sales Tax 89190AAD2 TAOT 14C A4 1,999,540.00 - - - (537,903.42) 50.59 53.69 (1,530.35) 1,460,210.52 935.74 245490001 LC-RCTC 2017 PRJ: Sales Tax 650035S82 NEW YORK ST URBAN DEV CORP REV - 539,773.20 - - - - 89.97 (143.97) 539,719.20 2,194.20 245490001 LC-RCTC 2017 PRJ: Sales Tax 02361KY65 AMEREN ILLINOIS CO - 999,891.67 - (1,000,000.00) - - 108.33 - - - 245490001 LC-RCTC 2017 PRJ: Sales Tax 61979JX44 Motiva Enterprises LLC 1,124,921.25 - - (1,125,000.00) - - 140.63 (61.88) - - 245490001 LC-RCTC 2017 PRJ: Sales Tax 23337UAS8 DTE Gas Company - 499,181.95 - - - - 158.33 134.72 499,475.00 - 245490001 LC-RCTC 2017 PRJ: Sales Tax 313385PW0 FEDERAL HOME LOAN BANKS - 399,816.89 - (400,000.00) - - 183.11 - - - 245490001 LC-RCTC 2017 PRJ: Sales Tax 02360SAK4 Ameren Corporation - 599,260.00 - - - - 185.00 111.00 599,556.00 - 245490001 LC-RCTC 2017 PRJ: Sales Tax 71112KA43 The Peoples Gas Light And Coke Company - 599,722.50 - - - - 185.00 38.50 599,946.00 - 245490001 LC-RCTC 2017 PRJ: Sales Tax 97684HA84 Wisconsin Public Service Corporation - 599,599.16 - - - - 185.00 59.84 599,844.00 - 245490001 LC-RCTC 2017 PRJ: Sales Tax 313385NZ5 FEDERAL HOME LOAN BANKS - 999,776.67 - (1,000,000.00) - - 223.33 - - - 245490001 LC-RCTC 2017 PRJ: Sales Tax 87019RXG6 Swedbank AB 449,788.50 - - (450,000.00) - - 225.00 (13.50) - - 245490001 LC-RCTC 2017 PRJ: Sales Tax 05581QAE8 BMWLT 152 A4 2,000,400.00 - - - - - 227.05 246.97 - - 245490001 LC-RCTC 2017 PRJ: Sales Tax 4497W0XA1 ING (U.S.) Funding LLC 1,124,696.25 - - (1,125,000.00) - - 337.50 (33.75) - - 245490001 LC-RCTC 2017 PRJ: Sales Tax 71112JY16 The Peoples Gas Light And Coke Company - 699,659.72 - (700,000.00) - - 340.28 - - - 245490001 LC-RCTC 2017 PRJ: Sales Tax 78355AXP4 Ryder System, Inc.424,698.25 - - (425,000.00) - - 358.42 (56.67) - - 245490001 LC-RCTC 2017 PRJ: Sales Tax 74005HXH0 Praxair, Inc.- 849,613.96 - (850,000.00) - - 386.04 - - - 245490001 LC-RCTC 2017 PRJ: Sales Tax 71112JXC3 The Peoples Gas Light And Coke Company 1,124,617.50 - - (1,125,000.00) - - 453.75 (71.25) - - 245490001 LC-RCTC 2017 PRJ: Sales Tax 43357LXB3 HITACHI CAPITAL AMERICA CORP 1,124,662.50 - - (1,125,000.00) - - 468.75 (131.25) - - 245490001 LC-RCTC 2017 PRJ: Sales Tax 46640PYF4 J.P. Morgan Securities LLC - 1,124,437.50 (699,953.33) (425,000.00) - (0.00) 515.83 - - - 245490001 LC-RCTC 2017 PRJ: Sales Tax 912828H37 UNITED STATES TREASURY - 2,498,535.16 - - - - 532.67 - - - 245490001 LC-RCTC 2017 PRJ: Sales Tax 313385PM2 FEDERAL HOME LOAN BANKS - 1,999,427.78 - (2,000,000.00) - - 572.22 - - - 245490001 LC-RCTC 2017 PRJ: Sales Tax 459053PY4 INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPM - 1,124,381.25 - (1,125,000.00) - - 618.75 - - - 245490001 LC-RCTC 2017 PRJ: Sales Tax 313589PP2 FEDERAL NATIONAL MORTGAGE ASSOCIATION - 1,199,263.00 - (1,200,000.00) - - 737.00 - - - 245490001 LC-RCTC 2017 PRJ: Sales Tax 459515RN4 INTERNATIONAL FINANCE CORP - 698,771.50 (699,471.11) - - (55.88) 755.49 - - - 245490001 LC-RCTC 2017 PRJ: Sales Tax 61979JZ42 Motiva Enterprises LLC - 1,124,240.31 - (1,125,000.00) - - 759.69 - - - 245490001 LC-RCTC 2017 PRJ: Sales Tax 92780KAG3 Virginia Electric and Power Company - 573,583.90 (574,262.09) - - (98.38) 776.57 - - - 245490001 LC-RCTC 2017 PRJ: Sales Tax 87019RZ41 Swedbank AB - 1,124,205.94 - (1,125,000.00) - - 794.06 - - - 245490001 LC-RCTC 2017 PRJ: Sales Tax 912796ME6 UNITED STATES TREASURY - 699,156.42 - (700,000.00) - - 843.58 - - - 245490001 LC-RCTC 2017 PRJ: Sales Tax 46640PZB2 J.P. Morgan Securities LLC - 724,025.28 - (725,000.00) - - 974.72 - - - 245490001 LC-RCTC 2017 PRJ: Sales Tax 43357LY89 Hitachi Capital America Corp.- 1,124,015.63 - (1,125,000.00) - - 984.37 - - - 245490001 LC-RCTC 2017 PRJ: Sales Tax 23336GXX4 DTE Electric Company 999,030.00 - - (1,000,000.00) - - 1,050.00 (80.00) - - 245490001 LC-RCTC 2017 PRJ: Sales Tax 29878RYU6 Banque Europeenne D'investissement (BEI)- 1,123,930.62 - (1,125,000.00) - - 1,069.38 - - - 245490001 LC-RCTC 2017 PRJ: Sales Tax 78355AZB3 Ryder System, Inc.- 998,926.67 - (1,000,000.00) - - 1,073.33 - - - 245490001 LC-RCTC 2017 PRJ: Sales Tax 87019RYA8 Swedbank AB - 1,123,884.37 - (1,125,000.00) - - 1,115.63 - - - 245490001 LC-RCTC 2017 PRJ: Sales Tax 26055AY75 The Dow Chemical Company - 1,123,852.50 - (1,125,000.00) - - 1,147.50 - - - 245490001 LC-RCTC 2017 PRJ: Sales Tax 61979JYD3 Motiva Enterprises LLC - 1,123,801.88 - (1,125,000.00) - - 1,198.12 - - - 245490001 LC-RCTC 2017 PRJ: Sales Tax 02361KY24 Ameren Illinois Company - 1,123,731.25 - (1,125,000.00) - - 1,268.75 - - - 245490001 LC-RCTC 2017 PRJ: Sales Tax 78355AZ15 Ryder System, Inc.- 1,123,643.75 - (1,125,000.00) - - 1,356.25 - - - 245490001 LC-RCTC 2017 PRJ: Sales Tax 161571HG2 CHAIT 166 A 1,998,360.00 - - - - - 1,654.86 (814.86) 1,999,200.00 977.78 245490001 LC-RCTC 2017 PRJ: Sales Tax 34108AXH5 Florida Power & Light Company 2,998,500.00 - - (3,000,000.00) - - 1,800.00 (300.00) - - 245490001 LC-RCTC 2017 PRJ: Sales Tax 87030JZV4 Aktiebolaget Svensk Exportkredit - 1,122,698.13 (1,124,506.25) - - (96.88) 1,905.00 - - - 245490001 LC-RCTC 2017 PRJ: Sales Tax 65478QAD0 NALT 16A A3 - - - - - - 88,325.97 1,908,246.10 1,997,820.00 1,324.44 56,001,386.37 80,950,468.27 (57,699,021.47) (41,545,000.00) (1,402,774.38) (10,423.44) 81,084.14 (129,060.69) 30,043,293.86 75,041.00 154,452,046.26 311,596,127.93 (164,400,239.30)(171,856,000.00)(3,196,840.32)(10,755.97)101,789.03 (349,482.79)127,923,245.76 443,090.72 42   43 2017 Financing STAMP Portfolio Summary of Investments for quarter ended December 31, 2017 Credit Rating Industry Group Asset Class Security Type Market Sector ATTACHMENT 10 44   45 2017 Financing STAMP Portfolio Sales Tax Revenue Fund Summary of Investments for quarter ended December 31, 2017 Credit Rating Industry Group Asset Class Security Type Market Sector ATTACHMENT 11 46   47 2017 Financing STAMP Portfolio Sales Tax I15 ELP Project Revenue Fund Summary of Investments for quarter ended December 31, 2017 Credit Rating Industry Group Asset Class Security Type Market Sector ATTACHMENT 12 48   49 *Negative cash reflects securities in transit at month end 2017 Financing STAMP Portfolio Ramp Up Fund Summary of Investments for quarter ended December 31, 2017 Credit Rating Industry Group Asset Class Security Type Market Sector ATTACHMENT 13 50   51 Account Number: 001050990415 Name: RIVERSIDE COUNTY TRANS COMM CUSIP Security Type Category Issuer Final Maturity Trade Date Next Call Date Original Cost Base Market Value Unrealized Gain/Loss Accrued Income Coupon Yield Credit Rating 02582JHG8 Asset-Backed AMERICAN EXPRESS 1.640% 12/15/21 12/15/2021 05/30/2017 419,932.72 417,828.60 (2,104.12) 306.13 1.64 1.650231435 AAA 037833BQ2 Credit APPLE INC 1.700% 2/22/19 02/22/2019 02/23/2016 39,993.20 39,906.00 (87.20) 241.78 1.7 1.703901935 AA+ 037833CB4 Credit APPLE INC 1.100% 8/02/19 08/02/2019 08/04/2016 59,940.00 59,175.00 (765.00) 269.50 1.1 1.117046124 AA+ 037833CE8 Credit APPLE INC 1.550% 2/08/19 02/08/2019 02/09/2017 139,893.60 139,543.60 (350.00) 861.97 1.55 1.555865613 AA+ 037833CS7 Credit APPLE INC 1.800% 5/11/20 05/11/2020 05/11/2017 484,505.30 480,892.05 (3,613.25) 1,212.50 1.8 1.816017272 AA+ 053015AD5 Credit AUTOMATIC DATA 2.250% 9/15/20 09/15/2020 09/15/2015 08/15/2020 455,428.53 451,156.50 (4,272.03) 2,981.25 2.25 2.247774703 AA 05582QAD9 Asset-Backed BMW VEHICLE OWNER 1.160% 11/25/20 11/25/2020 07/20/2016 454,997.95 451,496.50 (3,501.45) 87.97 1.16 1.169284116 N/A 05584PAD9 Asset-Backed BMW VEHICLE LEASE 2.070% 10/20/20 10/20/2020 10/25/2017 99,999.92 99,727.00 (272.92) 63.25 2.07 2.077416376 N/A 06406FAA1 Credit BANK OF NY MTN 2.500% 4/15/21 04/15/2021 02/19/2016 03/15/2021 759,301.27 751,687.50 (7,613.77) 3,958.33 2.5 2.497901763 A 06406HBM0 Credit BANK NY MELLON MTN 5.450% 5/15/19 05/15/2019 05/12/2009 253,819.61 252,672.20 (1,147.41) 1,685.26 5.45 5.230075332 A 084664CK5 Credit BERKSHIRE HATHAWAY 1.300% 8/15/19 08/15/2019 08/15/2016 159,844.80 157,979.20 (1,865.60) 785.78 1.3 1.316215778 AA 13063BFS6 Taxable Muni CALIFORNIA ST BUILD 6.650% 3/01/22 03/01/2022 04/01/2010 492,112.91 482,443.00 (9,669.91) 9,420.83 6.65 5.887717248 AA- 13063C4V9 Taxable Muni CALIFORNIA ST 1.050% 11/01/18 11/01/2018 11/03/2016 149,887.50 148,990.50 (897.00) 262.50 1.05 1.057007963 AA- 13063DAB4 Taxable Muni CALIFORNIA ST HIGH 1.593% 4/01/19 04/01/2019 04/27/2017 350,024.49 348,313.00 (1,711.49) 1,393.88 1.59 1.601278610 AA- 13063DDD7 Taxable Muni CALIFORNIA ST 2.250% 10/01/19 10/01/2019 10/26/2017 266,253.83 266,160.70 (93.13) 1,076.56 2.25 2.245621039 AA- 13066YTY5 Taxable Muni CALIFORNIA ST DEPT 1.713% 5/01/21 05/01/2021 09/28/2016 107,199.40 106,419.71 (779.69) 309.17 1.71 1.748387360 AA 13077CT38 Taxable Muni CALIFORNIA ST 1.982% 11/01/19 11/01/2019 08/05/2015 130,399.67 129,474.80 (924.87) 429.43 1.98 1.992881131 AA- 161571HC1 Asset-Backed CHASE ISSUANCE TRUST 1.370% 6/15/21 06/15/2021 06/17/2016 750,061.02 742,800.00 (7,261.02) 456.67 1.37 1.385069557 AAA 166764AN0 Credit CHEVRON CORP 2.193% 11/15/19 11/15/2019 11/18/2014 503,581.05 501,065.00 (2,516.05) 1,401.08 2.19 2.195041388 AA- 166764AU4 Credit CHEVRON CORP 1.84778% 3/03/22 03/03/2022 03/03/2015 505,178.64 505,260.00 81.36 744.24 2.02 1.826050005 AA- 17275RAE2 Credit CISCO SYSTEMS INC 4.950% 2/15/19 02/15/2019 02/17/2009 373,240.23 371,678.40 (1,561.83) 6,732.00 4.95 4.802048874 AA- 17275RBG6 Credit CISCO SYSTEMS INC 1.400% 9/20/19 09/20/2019 09/20/2016 39,955.60 39,582.80 (372.80) 157.11 1.4 1.416301632 AA- 17305EGA7 Asset-Backed CITIBANK CREDIT CARD 1.740% 1/19/21 01/19/2021 01/26/2017 379,927.23 379,152.60 (774.63) 3,012.13 1.74 1.744028706 AAA 17305EGB5 Asset-Backed CITIBANK CREDIT 1.920% 4/07/22 04/07/2022 04/11/2017 229,933.74 228,564.80 (1,368.94) 1,030.40 1.92 1.934391876 AAA 191216BT6 Credit COCA COLA CO THE 1.875% 10/27/20 10/27/2020 10/27/2015 500,187.99 497,415.00 (2,772.99) 1,666.67 1.88 1.893786361 AA- 191216BV1 Credit COCA COLA CO 1.375% 5/30/19 05/30/2019 05/31/2016 249,825.00 247,905.00 (1,920.00) 296.01 1.38 1.387697431 AA- 30231GAD4 Credit EXXON MOBIL CORP 1.819% 3/15/19 03/15/2019 03/20/2014 02/15/2019 100,246.56 99,840.00 (406.56) 535.59 1.82 1.823467495 AA+ 30231GAP7 Credit EXXON MOBIL 1.708% 3/01/19 03/01/2019 03/03/2016 40,000.00 39,906.40 (93.60) 227.73 1.71 1.712486715 AA+ 3130AAXX1 Agencies F H L B DEB 1.375% 3/18/19 03/18/2019 03/10/2017 518,793.60 516,994.40 (1,799.20) 2,045.69 1.38 1.383884539 AA+ 3130ABF92 Agencies F H L B 1.375% 5/28/19 05/28/2019 05/12/2017 728,620.30 725,036.00 (3,584.30) 920.10 1.38 1.385795346 AA+ 3130ABMP8 Agencies F H L B DEB 1.170% 6/27/19 06/27/2019 06/27/2017 769,912.61 769,907.60 (5.01) 125.13 1.52 1.169988300 AA+ 3130ACE26 Agencies F H L B 1.375% 9/28/20 09/28/2020 09/08/2017 358,844.40 353,725.20 (5,119.20) 1,278.75 1.38 1.401931096 AA+ 3130ACM92 Agencies F H L B 1.500% 10/21/19 10/21/2019 10/13/2017 539,044.20 536,063.40 (2,980.80) 1,755.00 1.5 1.512828788 AA+ 3133EH2J1 Agencies F F C B 1.44185% 12/11/20 12/11/2020 12/11/2017 510,000.00 509,561.40 (438.60) - 1.44 1.443076715 AA+ 3133EHRD7 Agencies F F C B DEB 1.32494% 7/13/22 07/13/2022 07/13/2017 310,000.00 309,733.40 (266.60) 216.77 1.54 1.326067157 AA+ 3133EHRZ8 Agencies F F C B 1.32862% 6/25/20 06/25/2020 07/25/2017 510,000.00 510,066.30 66.30 131.75 1.55 1.328460585 AA+ 3133EHTJ2 Agencies F F C B DEB 1.43069% 8/01/22 08/01/2022 08/01/2017 230,000.00 229,813.70 (186.30) 274.22 1.43 1.431835568 AA+ 3133EHVR1 Agencies F F C B DEB 1.3375% 8/24/20 08/24/2020 08/24/2017 130,000.00 129,975.30 (24.70) 38.64 1.56 1.337740793 AA+ 3133EHXH1 Agencies F F C B 1.47181% 9/06/22 09/06/2022 09/06/2017 260,000.00 259,734.80 (265.20) 238.72 1.47 1.473312679 AA+ 3135G0J53 Agencies F N M A DEB 1.000% 2/26/19 02/26/2019 02/23/2016 498,820.00 495,275.00 (3,545.00) 1,736.11 1 1.009988789 AA+ 3135G0K77 Agencies F N M A DEB 1.250% 6/13/19 06/13/2019 06/13/2016 03/13/2018 490,000.00 485,408.70 (4,591.30) 306.25 1.25 1.262549744 AA+ 3135G0N33 Agencies F N M A 0.875% 8/02/19 08/02/2019 08/02/2016 529,109.60 521,504.10 (7,605.50) 1,919.41 0.88 0.889743042 AA+ 3135G0P49 Agencies F N M A 1.000% 8/28/19 08/28/2019 09/02/2016 509,204.40 502,477.50 (6,726.90) 1,742.50 1 1.015826578 AA+ 3135G0T29 Agencies F N M A DEB 1.500% 2/28/20 02/28/2020 02/28/2017 299,808.00 296,886.00 (2,922.00) 1,537.50 1.5 1.516882907 AA+ 3136AMTM1 Mortgage-Backed F N M A GTD REMIC 1.186% 9/25/18 09/25/2018 03/01/2015 132,163.86 132,102.55 (61.31) 37.22 1.45 1.449030657 N/A 3137BNN26 Mortgage-Backed F H L M C MLTCL MTG 1.780% 7/25/19 07/25/2019 04/01/2016 57,356.52 56,827.56 (528.96) 84.67 1.78 1.789736165 N/A 3137BPCF4 Mortgage-Backed F H L M C MLTCL MTG 1.376% 10/25/20 10/25/2020 05/01/2016 218,570.27 216,910.86 (1,659.41) 50.13 1.38 1.387208847 N/A 3137EAEB1 Agencies F H L M C M T N 0.875% 7/19/19 07/19/2019 07/20/2016 350,150.58 345,510.36 (4,640.22) 1,382.06 0.88 0.889001778 AA+ 3137EAEH8 Agencies F H L M C 1.375% 8/15/19 08/15/2019 07/19/2017 509,250.30 505,624.20 (3,626.10) 3,155.63 1.38 1.388075673 AA+ 3137EAEK1 Agencies F H L M C M T N 1.875% 11/17/20 11/17/2020 11/15/2017 549,472.00 547,118.00 (2,354.00) 1,317.71 1.88 1.890006653 AA+ 31846V203 FIRST AM GOVT OB FD CL Y 165,106.95 165,106.95 - 276.54 0.891804500 43814PAC4 Asset-Backed HONDA AUTO 1.790% 9/20/21 09/20/2021 09/29/2017 149,983.76 148,875.00 (1,108.76) 96.96 1.79 1.805272606 AAA 47787XAC1 Asset-Backed JOHN DEERE OWNER 1.780% 4/15/21 04/15/2021 03/02/2017 309,955.86 308,512.00 (1,443.86) 245.24 1.78 1.790348213 N/A 478160CH5 Credit JOHNSON JOHNSON 1.950% 11/10/20 11/10/2020 11/10/2017 249,732.50 248,817.50 (915.00) 690.63 1.95 1.955867603 AAA 48125LRJ3 Credit JP MORGAN MTN 1.91833% 9/23/19 09/23/2019 09/23/2016 503,706.76 503,525.00 (181.76) 239.79 1.92 1.906888767 A+ 532457BF4 Credit ELI LILLY CO 1.950% 3/15/19 03/15/2019 02/25/2014 527,043.43 524,569.50 (2,473.93) 3,014.38 1.95 1.952948953 AA- 544445AY5 Taxable Muni LOS ANGELES CA DEPT 1.750% 5/15/19 05/15/2019 12/06/2016 100,000.00 99,630.00 (370.00) 223.61 1.75 1.757486894 AA 54465AGK2 Taxable Muni LOS ANGELES CA 1.125% 9/01/19 09/01/2019 08/25/2016 266,868.00 265,480.20 (1,387.80) 1,012.50 1.13 1.145084787 AA 54473ERQ9 Taxable Muni LOS ANGELES CNTY CA 2.036% 12/01/18 12/01/2018 09/02/2015 50,000.00 49,983.50 (16.50) 84.83 2.04 2.037100034 AA 58769DAD2 Asset-Backed MERCEDES BENZ AUTO 1.790% 4/15/20 04/15/2020 04/26/2017 369,991.56 369,252.60 (738.96) 294.36 1.79 1.794720114 AAA 589331AN7 Credit MERCK CO INC 5.000% 6/30/19 06/30/2019 06/25/2009 524,337.47 521,450.00 (2,887.47) 12,569.44 5 4.803720001 AA Payden & Rygel Operating Portfolio by Investment Category for Quarter ended December 31, 2017 ATTACHMENT 14 52 Account Number: 001050990415 Name: RIVERSIDE COUNTY TRANS COMM CUSIP Security Type Category Issuer Final Maturity Trade Date Next Call Date Original Cost Base Market Value Unrealized Gain/Loss Accrued Income Coupon Yield Credit Rating Payden & Rygel Operating Portfolio by Investment Category for Quarter ended December 31, 2017 594918BV5 Credit MICROSOFT CORP 1.850% 2/06/20 02/06/2020 02/06/2017 499,665.00 498,520.00 (1,145.00) 3,725.69 1.85 1.861035943 AAA 6055806F1 Taxable Muni MISSISSIPPI ST SER D 3.381% 11/01/18 11/01/2018 11/10/2010 101,565.62 101,240.00 (325.62) 563.50 3.38 3.341998873 AA 649791EJ5 Taxable Muni NEW YORK ST REF SER 3.600% 9/01/19 09/01/2019 03/30/2011 516,120.29 511,460.00 (4,660.29) 6,000.00 3.6 3.525126317 AA+ 649791EV8 Taxable Muni NEW YORK ST SER B 3.600% 2/15/19 02/15/2019 03/30/2011 255,338.78 254,277.50 (1,061.28) 3,400.00 3.6 3.542609722 AA+ 650119AE0 Taxable Muni NEW YORK UNIVERSITY 1.315% 7/01/18 07/01/2018 04/16/2015 120,000.00 119,478.00 (522.00) 789.00 1.32 1.320718712 AA- 65479BAD2 Asset-Backed NISSAN AUTO LEASE 2.050% 9/15/20 09/15/2020 10/10/2017 219,961.57 219,485.20 (476.37) 200.44 2.05 2.057778402 N/A 66989HAD0 Credit NOVARTIS CAPITAL 4.400% 4/24/20 04/24/2020 03/16/2010 502,356.37 498,555.25 (3,801.12) 3,889.72 4.4 4.195950907 AA- 66989HAL2 Credit NOVARTIS CAPITAL 1.800% 2/14/20 02/14/2020 02/17/2017 129,491.70 129,047.10 (444.60) 890.50 1.8 1.814900332 AA- 68389XAQ8 Credit ORACLE CORP 2.375% 1/15/19 01/15/2019 07/16/2013 504,259.57 502,085.00 (2,174.57) 5,475.69 2.38 2.373386097 AA- 702282ND2 Taxable Muni PASADENA CA UNIF 1.861% 11/01/18 11/01/2018 03/20/2014 250,505.37 250,117.50 (387.87) 775.42 1.86 1.860516266 A+ 717081DL4 Credit PFIZER INC 2.100% 5/15/19 05/15/2019 05/15/2014 251,501.53 250,392.50 (1,109.03) 670.83 2.1 2.099034444 AA 717081DU4 Credit PFIZER INC 1.450% 6/03/19 06/03/2019 06/03/2016 249,715.00 248,027.50 (1,687.50) 281.94 1.45 1.462755226 AA 742718EZ8 Credit PROCTER GAMBLE CO 1.750% 10/25/19 10/25/2019 10/25/2017 149,947.50 149,535.00 (412.50) 481.25 1.75 1.758546536 AA- 797669XT0 Taxable Muni SAN FRANCISCO CA 21.690% 7/01/20 07/01/2020 12/28/2017 100,000.00 99,899.00 (101.00) 180.75 2.17 ###########AA+ 797669XU7 Taxable Muni SAN FRANCISCO CA 2.387% 7/01/21 07/01/2021 12/28/2017 120,000.00 119,880.00 (120.00) 23.87 2.39 2.398295974 AA+ 79770GGM2 Taxable Muni SAN FRANCISCO CITY 2.000% 8/01/20 08/01/2020 11/30/2017 299,607.00 298,065.00 (1,542.00) 516.67 2 2.018224568 AA- 798170AB2 Taxable Muni SAN JOSE CA 2.098% 8/01/19 08/01/2019 12/21/2017 320,000.00 320,684.80 684.80 186.49 2.1 2.095736604 AA 798170AC0 Taxable Muni SAN JOSE CA REDEV 2.259% 8/01/20 08/01/2020 12/21/2017 190,000.00 190,948.10 948.10 119.23 2.26 2.253951149 AA 79876CBQ0 Taxable Muni SAN MARCOS CA REDEV 2.000% 10/01/20 10/01/2020 12/14/2017 109,256.40 109,111.20 (145.20) 103.89 2 2.021897146 AA- 80284TAF2 Asset-Backed SANTANDER DRIVE 1.770% 9/15/20 09/15/2020 02/28/2017 109,999.24 109,816.30 (182.94) 86.53 1.77 1.773582637 AAA 857477AS2 Credit STATE STREET CORP 2.550% 8/18/20 08/18/2020 08/18/2015 437,032.72 432,850.90 (4,181.82) 4,050.96 2.55 2.537515424 A 882723UC1 Taxable Muni TEXAS ST REF WTR 2.036% 8/01/20 08/01/2020 02/05/2015 251,480.55 249,420.00 (2,060.55) 2,120.83 2.04 2.046169462 AAA 89190BAD0 Asset-Backed TOYOTA AUTO 1.760% 7/15/21 07/15/2021 05/17/2017 519,960.12 516,573.20 (3,386.92) 406.76 1.76 1.773657160 AAA 89236TDQ5 Credit TOYOTA MOTOR MTN 0.00001% 1/11/22 01/11/2022 01/09/2017 533,632.83 532,317.43 (1,315.40) 0.01 2.05 0.000009875 AA- 89236TDU6 Credit TOYOTA MOTOR MTN 1.950% 4/17/20 04/17/2020 04/17/2017 254,882.70 253,972.35 (910.35) 1,022.13 1.95 1.963607802 AA- 89238MAD0 Asset-Backed TOYOTA AUTO 1.730% 2/16/21 02/16/2021 03/15/2017 375,955.74 374,138.80 (1,816.94) 289.10 1.73 1.738990581 AAA 90290AAC1 Asset-Backed USAA AUTO OWNER 1.700% 5/17/21 05/17/2021 09/20/2017 139,985.24 139,179.60 (805.64) 105.78 1.7 1.711794262 AAA 90331HMY6 Credit US BANK NA MTN 1.400% 4/26/19 04/26/2019 04/26/2016 03/26/2019 750,413.40 749,088.35 (1,325.05) 1,908.47 1.4 1.413013858 AA- 90331HNG4 Credit US BANK NA MTN 2.050% 10/23/20 10/23/2020 10/24/2017 09/23/2020 249,950.00 248,200.00 (1,750.00) 953.82 2.05 2.064846244 AA- 9128282Q2 Treasuries U S TREASURY NT 1.500% 8/15/20 08/15/2020 08/15/2017 1,457,105.41 1,441,889.10 (15,216.31) 8,260.68 1.5 1.520311360 N/A 9128282T6 Treasuries U S TREASURY NT 1.250% 8/31/19 08/31/2019 08/31/2017 2,674,565.71 2,651,700.99 (22,864.72) 11,378.35 1.25 1.264171361 N/A 9128282V1 Treasuries U S TREASURY NT 1.375% 9/15/20 09/15/2020 09/15/2017 397,872.87 394,296.00 (3,314.50) 1,640.88 1.38 1.398708102 N/A 9128282X7 Treasuries U S TREASURY NT 1.375% 9/30/19 09/30/2019 09/30/2017 7,508,418.48 7,455,102.40 (53,392.29) 26,418.13 1.38 1.388608362 N/A 9128283H1 Treasuries U S TREASURY NT 1.625% 11/30/19 11/30/2019 11/30/2017 2,516,554.69 2,513,700.00 (2,854.69) 3,600.00 1.75 1.631689929 N/A 912828F62 Treasuries U S TREASURY NT 1.500% 10/31/19 10/31/2019 10/31/2014 2,215,353.72 2,204,748.60 (10,605.12) 5,763.46 1.5 1.512401694 N/A 912828P95 Treasuries U S TREASURY NT 1.000% 3/15/19 03/15/2019 03/15/2016 2,501,987.65 2,474,900.00 (27,368.30) 7,458.56 1 1.010264285 N/A 91412G2R5 Taxable Muni UNIV OF CALIFORNIA 1.877% 5/15/20 05/15/2020 09/28/2017 90,000.00 89,107.20 (892.80) 436.40 1.88 1.900105280 AA- 91412G2S3 Taxable Muni UNIV OF CALIFORNIA 2.112% 5/15/21 05/15/2021 09/28/2017 140,000.00 138,556.60 (1,443.40) 763.84 2.11 2.141423154 AA- 91412GD36 Taxable Muni UNIV OF CA 1.169% 5/15/19 05/15/2019 04/20/2016 140,000.00 138,615.40 (1,384.60) 209.12 1.17 1.181154075 AA 91412GPZ2 Taxable Muni UNIV OF CA 1.296% 5/15/18 05/15/2018 03/14/2013 250,244.54 249,700.00 (544.54) 414.00 1.3 1.297816944 AA 91412GS71 Taxable Muni UNIVERSITY OF CA 1.610% 5/15/19 05/15/2019 05/18/2017 25,000.00 24,900.75 (99.25) 51.43 1.61 1.617310242 AA 91412GSB2 Taxable Muni UNIV CALIFORNIA CA 1.796% 7/01/19 07/01/2019 03/14/2013 225,716.30 224,192.25 (1,524.05) 2,020.50 1.8 1.803864851 AA 91412GWU5 Taxable Muni UNIV CALIFORNIA CA 1.418% 5/15/18 05/15/2018 03/25/2015 250,000.00 249,812.50 (187.50) 452.97 1.42 1.419419419 AA 91412GWV3 Taxable Muni UNIV OF CA 2.003% 5/15/19 05/15/2019 03/25/2015 250,000.00 250,325.00 325.00 639.85 2 2.001778915 AA 931142DY6 Credit WALMART STORES INC 1.750% 10/09/19 10/09/2019 10/20/2017 294,994.10 293,952.75 (1,041.35) 1,018.16 1.75 1.757504544 AA 94988J5D5 Credit WELLS FARGO BANK MTN 1.750% 5/24/19 05/24/2019 06/02/2016 503,793.05 502,192.20 (1,600.85) 908.30 1.75 1.761077175 AA- 94988J5J2 Credit WELLS FARGO MTN 1.8725% 12/06/19 12/06/2019 12/08/2016 504,539.28 504,665.00 125.72 676.18 2.16 1.855521974 AA- 51,180,248.73 50,877,216.76 (303,126.46) 191,978.04 53 Page 30 of 38 Account Number: 001050990415 Name: RIVERSIDE COUNTY TRANS COMM Transaction Date Trade Date Settlement Date CUSIP Description Units Price Commissions SEC Fees Miscellaneous Fees Net Cash Amount Federal Tax Cost Amount Short Term Gain/Loss Amount Long Term Gain/Loss Amount 10/02/2017 13063DAB4 AMORTIZED PREMIUM ON CALIFORNIA ST HIGH 1.593% 4/01/19 CURRENT YEAR AMORTIZATION 0.0000 0.000000 - - - - (6.86) - - 10/02/2017 13063DAB4 INTEREST EARNED ON CALIFORNIA ST HIGH 1.593% 4/01/19 $1 PV ON 350000.0000 SHARES DUE 10/1/2017 0.0000 0.000000 - - - 2,385.08 - - - 10/02/2017 3133EHTJ2 INTEREST EARNED ON F F C B DEB 1.30722% 8/01/22 $1 PV ON 230000.0000 SHARES DUE 10/1/2017 0.0000 0.000000 - - - 250.55 - - - 10/02/2017 10/02/2017 10/02/2017 31846V203 SOLD UNITS OF FIRST AM GOVT OB FD CL Y -15,905.4900 1.000000 - - - 15,905.49 (15,905.49) - - 10/02/2017 31846V203 INTEREST EARNED ON FIRST AM GOVT OB FD CL Y UNIT ON 0.0000 SHARES DUE 9/30/2017 INTEREST FROM 9/1/17 TO 9/30/17 0.0000 0.000000 - - - 186.74 - - - 10/02/2017 10/02/2017 9128282X7 PAID ACCRUED INTEREST ON PURCHASE OF U S TREASURY NT 1.375% 9/30/19 0.0000 0.000000 - - - (600.62) - - - 10/02/2017 09/26/2017 10/02/2017 9128282X7 PURCHASED PAR VALUE OF U S TREASURY NT 1.375% 9/30/19 /BMO CAPITAL MARKETS CORP/BONDS/7,950,000 PAR VALUE AT 99.84715195 %7,950,000.0000 0.998472 - - - (7,937,848.58) 7,937,848.58 - - 10/02/2017 10/02/2017 912828S43 RECEIVED ACCRUED INTEREST ON SALE OF U S TREASURY NT 0.750% 7/15/19 0.0000 0.000000 - - - 5,715.69 - - - 10/02/2017 09/26/2017 10/02/2017 912828S43 SOLD PAR VALUE OF U S TREASURY NT 0.750% 7/15/19 /BMO CAPITAL MARKETS CORP./3,550,000 PAR VALUE AT 98.805082 %-3,550,000.0000 0.988051 - - - 3,507,580.41 (3,535,162.11) - (27,581.70) 10/02/2017 10/02/2017 912828XS4 RECEIVED ACCRUED INTEREST ON SALE OF U S TREASURY NT 1.250% 5/31/19 0.0000 0.000000 - - - 18,633.88 - - - 10/02/2017 09/26/2017 10/02/2017 912828XS4 SOLD PAR VALUE OF U S TREASURY NT 1.250% 5/31/19 /BMO CAPITAL MARKETS CORP./4,400,000 PAR VALUE AT 99.726775 %-4,400,000.0000 0.997268 - - - 4,387,978.10 (4,395,187.50) (7,209.40) - 10/03/2017 10/03/2017 10/03/2017 31846V203 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Y 186.7400 1.000000 - - - (186.74) 186.74 - - 10/05/2017 10/05/2017 037833AG5 RECEIVED ACCRUED INTEREST ON SALE OF APPLE INC 1.42233% 5/03/18 0.0000 0.000000 - - - 682.75 - - - 10/05/2017 10/03/2017 10/05/2017 037833AG5 SOLD PAR VALUE OF APPLE INC 1.42233% 5/03/18 /TORONTO DOMINION SECURITIES (U/250,000 PAR VALUE AT 100.164 %-250,000.0000 1.001640 - - - 250,410.00 (250,136.15) - 273.85 10/05/2017 037833AG5 AMORTIZED PREMIUM ON APPLE INC 1.42233% 5/03/18 CURRENT YEAR AMORTIZATION 0.0000 0.000000 - - - - (40.30) - - 10/05/2017 10/05/2017 06406FAA1 PAID ACCRUED INTEREST ON PURCHASE OF BANK OF NY MTN 2.500% 4/15/21 0.0000 0.000000 - - - (8,854.17) - - - 10/05/2017 10/03/2017 10/05/2017 06406FAA1 PURCHASED PAR VALUE OF BANK OF NY MTN 2.500% 4/15/21 /BNP PARIBAS SEC CORP/750,000 PAR VALUE AT 101.33 %750,000.0000 1.013300 - - - (759,975.00) 759,975.00 - - 10/05/2017 10/05/2017 06406HCK3 RECEIVED ACCRUED INTEREST ON SALE OF BANK OF NY MTN 1.69944% 3/06/18 0.0000 0.000000 - - - 1,060.98 - - - 10/05/2017 10/03/2017 10/05/2017 06406HCK3 SOLD PAR VALUE OF BANK OF NY MTN 1.69944% 3/06/18 /TORONTO DOMINION SECURITIES (U/750,000 PAR VALUE AT 100.172 %-750,000.0000 1.001720 - - - 751,290.00 (750,198.13) - 1,091.87 10/05/2017 06406HCK3 AMORTIZED PREMIUM ON BANK OF NY MTN 1.69944% 3/06/18 CURRENT YEAR AMORTIZATION 0.0000 0.000000 - - - - (38.71) - - 10/05/2017 10/05/2017 084664CD1 RECEIVED ACCRUED INTEREST ON SALE OF BERKSHIRE HATHAWAY 1.45567% 1/12/18 0.0000 0.000000 - - - 946.86 - - - 10/05/2017 10/03/2017 10/05/2017 084664CD1 SOLD PAR VALUE OF BERKSHIRE HATHAWAY 1.45567% 1/12/18 /J.P. MORGAN SECURITIES LLC/XOTC 250,000 PAR VALUE AT 100.0835 %-250,000.0000 1.000835 - - - 250,208.75 (250,064.29) - 144.46 10/05/2017 084664CD1 AMORTIZED PREMIUM ON BERKSHIRE HATHAWAY 1.45567% 1/12/18 CURRENT YEAR AMORTIZATION 0.0000 0.000000 - - - - (53.96) - - 10/05/2017 10/05/2017 17275RAU6 RECEIVED ACCRUED INTEREST ON SALE OF CISCO SYSTEMS INC 1.650% 6/15/18 0.0000 0.000000 - - - 2,016.67 - - - 10/05/2017 10/03/2017 10/05/2017 17275RAU6 SOLD PAR VALUE OF CISCO SYSTEMS INC 1.650% 6/15/18 /WELLS FARGO SECURITIES, LLC/XOTC 400,000 PAR VALUE AT 100.145 %-400,000.0000 1.001450 - - - 400,580.00 (399,932.00) - 648.00 10/05/2017 10/05/2017 10/05/2017 31846V203 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Y 434,876.8700 1.000000 - - - (434,876.87) 434,876.87 - - 10/05/2017 10/05/2017 857477AS2 PAID ACCRUED INTEREST ON PURCHASE OF STATE STREET CORP 2.550% 8/18/20 0.0000 0.000000 - - - (1,431.54) - - - 10/05/2017 10/03/2017 10/05/2017 857477AS2 PURCHASED PAR VALUE OF STATE STREET CORP 2.550% 8/18/20 /JP MORGAN CHASE BANK/HSBCSI/430,000 PAR VALUE AT 101.78 %430,000.0000 1.017800 - - - (437,654.00) 437,654.00 - - 10/05/2017 10/05/2017 89236TDQ5 PAID ACCRUED INTEREST ON PURCHASE OF TOYOTA MOTOR MTN 0.00001% 1/11/22 0.0000 0.000000 - - - (2,511.87) - - - 10/05/2017 10/03/2017 10/05/2017 89236TDQ5 PURCHASED PAR VALUE OF TOYOTA MOTOR MTN 0.00001% 1/11/22 /J.P. MORGAN SECURITIES LLC/527,000 PAR VALUE AT 101.334 %527,000.0000 1.013340 - - - (534,030.18) 534,030.18 - - 10/05/2017 10/05/2017 912828U40 RECEIVED ACCRUED INTEREST ON SALE OF U S TREASURY NT 1.000% 11/30/18 0.0000 0.000000 - - - 693.99 - - - 10/05/2017 10/04/2017 10/05/2017 912828U40 SOLD PAR VALUE OF U S TREASURY NT 1.000% 11/30/18 /HSBC SECURITIES, INC./200,000 PAR VALUE AT 99.56998 %-200,000.0000 0.995700 - - - 199,139.96 (199,173.27) (33.31) - 10/05/2017 10/05/2017 94974BFK1 RECEIVED ACCRUED INTEREST ON SALE OF WELLS FARGO MTN 1.78317% 4/23/18 0.0000 0.000000 - - - 1,260.47 - - - 10/05/2017 10/03/2017 10/05/2017 94974BFK1 SOLD PAR VALUE OF WELLS FARGO MTN 1.78317% 4/23/18 /WELLS FARGO SECURITIES, LLC/XOTC 320,000 PAR VALUE AT 100.326 %-320,000.0000 1.003260 - - - 321,043.20 (320,326.24) - 716.96 10/05/2017 94974BFK1 AMORTIZED PREMIUM ON WELLS FARGO MTN 1.78317% 4/23/18 CURRENT YEAR AMORTIZATION 0.0000 0.000000 - - - - (119.17) - - 10/06/2017 3133EHXH1 INTEREST EARNED ON F F C B 1.31167% 9/06/22 $1 PV ON 260000.0000 SHARES DUE 10/6/2017 0.0000 0.000000 - - - 284.20 - - - 10/06/2017 10/06/2017 10/06/2017 31846V203 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Y 284.2000 1.000000 - - - (284.20) 284.20 - - 10/10/2017 17305EGB5 INTEREST EARNED ON CITIBANK CREDIT 1.920% 4/07/22 $1 PV ON 2158.9300 SHARES DUE 10/10/2017 $0.00939/PV ON 230,000.00 PV DUE 10/10/17 0.0000 0.000000 - - - 2,158.93 - - - 10/10/2017 10/10/2017 10/10/2017 31846V203 SOLD UNITS OF FIRST AM GOVT OB FD CL Y -93,220.0800 1.000000 - - - 93,220.08 (93,220.08) - - 10/10/2017 10/10/2017 10/10/2017 31846V203 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Y 2,158.9300 1.000000 - - - (2,158.93) 2,158.93 - - 10/10/2017 10/03/2017 10/10/2017 65479BAD2 PURCHASED PAR VALUE OF NISSAN AUTO LEASE 2.050% 9/15/20 /CITIGROUP GLOBAL MARKETS INC./220,000 PAR VALUE AT 99.98253182 %220,000.0000 0.999825 - - - (219,961.57) 219,961.57 - - Payden & Rygel Operating Portfolio Transaction Report Quarter ended December 31, 2017 ATTACHMENT 15 54 Page 31 of 38 Account Number: 001050990415 Name: RIVERSIDE COUNTY TRANS COMM Transaction Date Trade Date Settlement Date CUSIP Description Units Price Commissions SEC Fees Miscellaneous Fees Net Cash Amount Federal Tax Cost Amount Short Term Gain/Loss Amount Long Term Gain/Loss Amount Payden & Rygel Operating Portfolio Transaction Report Quarter ended December 31, 2017 10/10/2017 10/10/2017 949746SP7 RECEIVED ACCRUED INTEREST ON SALE OF WELLS FARGO 2.112% 2/11/22 0.0000 0.000000 - - - 466.49 - - - 10/10/2017 10/05/2017 10/10/2017 949746SP7 SOLD PAR VALUE OF WELLS FARGO 2.112% 2/11/22 /MIZUHO SECURITIES USA FXD INC/125,000 PAR VALUE AT 101.02 %-125,000.0000 1.010200 - - - 126,275.00 (125,000.00) 1,275.00 - 10/11/2017 10/11/2017 10/11/2017 31846V203 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Y 2,687.1200 1.000000 - - - (2,687.12) 2,687.12 - - 10/11/2017 89236TDQ5 AMORTIZED PREMIUM ON TOYOTA MOTOR MTN 0.00001% 1/11/22 CURRENT YEAR AMORTIZATION 0.0000 0.000000 - - - - (19.76) - - 10/11/2017 89236TDQ5 INTEREST EARNED ON TOYOTA MOTOR MTN 0.00001% 1/11/22 $1 PV ON 527000.0000 SHARES DUE 10/9/2017 0.0000 0.000000 - - - 2,687.12 - - - 10/12/2017 3137EAED7 INTEREST EARNED ON F H L M C M T N 0.875% 10/12/18 $1 PV ON 1510000.0000 SHARES DUE 10/12/2017 0.0000 0.000000 - - - 6,606.25 - - - 10/12/2017 10/12/2017 10/12/2017 31846V203 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Y 6,606.2500 1.000000 - - - (6,606.25) 6,606.25 - - 10/13/2017 10/12/2017 10/13/2017 3130ACM92 PURCHASED PAR VALUE OF F H L B 1.500% 10/21/19 /CITIGROUP GLOBAL MARKETS INC./540,000 PAR VALUE AT 99.823 %540,000.0000 0.998230 - - - (539,044.20) 539,044.20 - - 10/13/2017 3133EHRD7 INTEREST EARNED ON F F C B DEB 1.31611% 7/13/22 $1 PV ON 310000.0000 SHARES DUE 10/13/2017 0.0000 0.000000 - - - 340.00 - - - 10/13/2017 10/13/2017 10/13/2017 31846V203 SOLD UNITS OF FIRST AM GOVT OB FD CL Y -39,767.2500 1.000000 - - - 39,767.25 (39,767.25) - - 10/13/2017 10/13/2017 9128282X7 RECEIVED ACCRUED INTEREST ON SALE OF U S TREASURY NT 1.375% 9/30/19 0.0000 0.000000 - - - 245.54 - - - 10/13/2017 10/12/2017 10/13/2017 9128282X7 SOLD PAR VALUE OF U S TREASURY NT 1.375% 9/30/19 /CITIGROUP GLOBAL MARKETS INC./XOTC 500,000 PAR VALUE AT 99.738281 %-500,000.0000 0.997383 - - - 498,691.41 (499,159.55) (468.14) - 10/16/2017 02582JHG8 INTEREST EARNED ON AMERICAN EXPRESS 1.640% 12/15/21 $1 PV ON 574.0000 SHARES DUE 10/15/2017 $0.00137/PV ON 420,000.00 PV DUE 10/15/17 0.0000 0.000000 - - - 574.00 - - - 10/16/2017 06406FAA1 AMORTIZED PREMIUM ON BANK OF NY MTN 2.500% 4/15/21 CURRENT YEAR AMORTIZATION 0.0000 0.000000 - - - - (72.95) - - 10/16/2017 06406FAA1 INTEREST EARNED ON BANK OF NY MTN 2.500% 4/15/21 $1 PV ON 750000.0000 SHARES DUE 10/15/2017 0.0000 0.000000 - - - 9,375.00 - - - 10/16/2017 161571HC1 AMORTIZED PREMIUM ON CHASE ISSUANCE TRUST 1.370% 6/15/21 CURRENT YEAR AMORTIZATION 0.0000 0.000000 - - - - (17.56) - - 10/16/2017 161571HC1 INTEREST EARNED ON CHASE ISSUANCE TRUST 1.370% 6/15/21 $1 PV ON 856.2500 SHARES DUE 10/15/2017 $0.00114/PV ON 750,000.00 PV DUE 10/15/17 0.0000 0.000000 - - - 856.25 - - - 10/16/2017 10/16/2017 10/16/2017 31846V203 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Y 1,837.0600 1.000000 - - - (1,837.06) 1,837.06 - - 10/16/2017 10/16/2017 10/16/2017 31846V203 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Y 11,509.5700 1.000000 - - - (11,509.57) 11,509.57 - - 10/16/2017 47787XAC1 INTEREST EARNED ON JOHN DEERE OWNER 1.780% 4/15/21 $1 PV ON 459.8300 SHARES DUE 10/15/2017 $0.00148/PV ON 310,000.00 PV DUE 10/15/17 0.0000 0.000000 - - - 459.83 - - - 10/16/2017 58769DAD2 INTEREST EARNED ON MERCEDES BENZ AUTO 1.790% 4/15/20 $1 PV ON 551.9200 SHARES DUE 10/15/2017 $0.00149/PV ON 370,000.00 PV DUE 10/15/17 0.0000 0.000000 - - - 551.92 - - - 10/16/2017 65479BAD2 INTEREST EARNED ON NISSAN AUTO LEASE 2.050% 9/15/20 $1 PV ON 220000.0000 SHARES DUE 10/15/2017 0.0000 0.000000 - - - 62.64 - - - 10/16/2017 80284TAF2 INTEREST EARNED ON SANTANDER DRIVE 1.770% 9/15/20 $1 PV ON 162.2500 SHARES DUE 10/15/2017 $0.00148/PV ON 110,000.00 PV DUE 10/15/17 0.0000 0.000000 - - - 162.25 - - - 10/16/2017 89190BAD0 INTEREST EARNED ON TOYOTA AUTO 1.760% 7/15/21 $1 PV ON 520000.0000 SHARES DUE 10/15/2017 0.0000 0.000000 - - - 762.67 - - - 10/16/2017 89238MAD0 INTEREST EARNED ON TOYOTA AUTO 1.730% 2/16/21 $1 PV ON 542.0700 SHARES DUE 10/15/2017 $0.00144/PV ON 376,000.00 PV DUE 10/15/17 0.0000 0.000000 - - - 542.07 - - - 10/16/2017 90290AAC1 INTEREST EARNED ON USAA AUTO OWNER 1.700% 5/17/21 $1 PV ON 140000.0000 SHARES DUE 10/15/2017 0.0000 0.000000 - - - 165.28 - - - 10/17/2017 10/17/2017 17275RBG6 RECEIVED ACCRUED INTEREST ON SALE OF CISCO SYSTEMS INC 1.400% 9/20/19 0.0000 0.000000 - - - 47.25 - - - 10/17/2017 10/13/2017 10/17/2017 17275RBG6 SOLD PAR VALUE OF CISCO SYSTEMS INC 1.400% 9/20/19 /US BANCORP INVESTMENTS INC./XOTC 45,000 PAR VALUE AT 99.526 %-45,000.0000 0.995260 - - - 44,786.70 (44,950.05) - (163.35) 10/17/2017 10/17/2017 10/17/2017 31846V203 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Y 2,562.0500 1.000000 - - - (2,562.05) 2,562.05 - - 10/17/2017 89236TDU6 INTEREST EARNED ON TOYOTA MOTOR MTN 1.950% 4/17/20 $1 PV ON 255000.0000 SHARES DUE 10/17/2017 0.0000 0.000000 - - - 2,486.25 - - - 10/17/2017 9128282X7 FED BASIS OF U S TREASURY NT 1.375% 9/30/19 ADJUSTED BY 48.99 FIXED FEDRL TX CST FROM $44894.53 TO $44943.52 0.0000 0.000000 - - - - 48.99 - - 10/17/2017 9128282X7 FED BASIS OF U S TREASURY NT 1.375% 9/30/19 ADJUSTED BY -48.99 FIXED FEDRL TX CST FROM $499235.76 TO $499186.77 0.0000 0.000000 - - - - (48.99) - - 10/17/2017 10/17/2017 9128282X7 PAID ACCRUED INTEREST ON PURCHASE OF U S TREASURY NT 1.375% 9/30/19 0.0000 0.000000 - - - (28.90) - - - 10/17/2017 10/13/2017 10/17/2017 9128282X7 PURCHASED PAR VALUE OF U S TREASURY NT 1.375% 9/30/19 /CITADEL SECURITIES LLC/45,000 PAR VALUE AT 99.76562222 %45,000.0000 0.997656 - - - (44,894.53) 44,894.53 - - 10/18/2017 10/18/2017 10/18/2017 31846V203 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Y 141.7100 1.000000 - - - (141.71) 141.71 - - 10/18/2017 43814PAC4 INTEREST EARNED ON HONDA AUTO 1.790% 9/20/21 $1 PV ON 150000.0000 SHARES DUE 10/18/2017 0.0000 0.000000 - - - 141.71 - - - 10/20/2017 10/20/2017 17305EGA7 RECEIVED ACCRUED INTEREST ON SALE OF CITIBANK CREDIT CARD 1.740% 1/19/21 0.0000 0.000000 - - - 449.50 - - - 10/20/2017 10/18/2017 10/20/2017 17305EGA7 SOLD PAR VALUE OF CITIBANK CREDIT CARD 1.740% 1/19/21 /CITIGROUP GLOBAL MARKETS INC./XOTC 100,000 PAR VALUE AT 99.980469 %-100,000.0000 0.999805 - - - 99,980.47 (99,980.85) (0.38) - 10/20/2017 10/20/2017 10/20/2017 31846V203 SOLD UNITS OF FIRST AM GOVT OB FD CL Y -194,564.1300 1.000000 - - - 194,564.13 (194,564.13) - - 10/20/2017 10/11/2017 10/20/2017 931142DY6 PURCHASED PAR VALUE OF WALMART STORES INC 1.750% 10/09/19 /MORGAN STANLEY & CO. LLC/295,000 PAR VALUE AT 99.998 %295,000.0000 0.999980 - - - (294,994.10) 294,994.10 - - 10/23/2017 10/23/2017 10/23/2017 31846V203 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Y 252,814.5800 1.000000 - - - (252,814.58) 252,814.58 - - 10/23/2017 10/23/2017 91159HHE3 RECEIVED ACCRUED INTEREST ON SALE OF US BANCORP MTN 1.950% 11/15/18 0.0000 0.000000 - - - 2,139.58 - - - 55 Page 32 of 38 Account Number: 001050990415 Name: RIVERSIDE COUNTY TRANS COMM Transaction Date Trade Date Settlement Date CUSIP Description Units Price Commissions SEC Fees Miscellaneous Fees Net Cash Amount Federal Tax Cost Amount Short Term Gain/Loss Amount Long Term Gain/Loss Amount Payden & Rygel Operating Portfolio Transaction Report Quarter ended December 31, 2017 10/23/2017 10/19/2017 10/23/2017 91159HHE3 SOLD PAR VALUE OF US BANCORP MTN 1.950% 11/15/18 /MORGAN STANLEY & CO. LLC/250,000 PAR VALUE AT 100.27 %-250,000.0000 1.002700 - - - 250,675.00 (251,882.97) - (1,207.97) 10/23/2017 91159HHE3 AMORTIZED PREMIUM ON US BANCORP MTN 1.950% 11/15/18 CURRENT YEAR AMORTIZATION 0.0000 0.000000 - - - - (838.88) - - 10/24/2017 3133EHVR1 INTEREST EARNED ON F F C B DEB 1.24722% 8/24/20 $1 PV ON 130000.0000 SHARES DUE 10/24/2017 0.0000 0.000000 - - - 135.12 - - - 10/24/2017 10/24/2017 10/24/2017 31846V203 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Y 1,109,501.0400 1.000000 - - - (1,109,501.04) 1,109,501.04 - - 10/24/2017 10/24/2017 10/24/2017 31846V203 SOLD UNITS OF FIRST AM GOVT OB FD CL Y -12,676.7700 1.000000 - - - 12,676.77 (12,676.77) - - 10/24/2017 66989HAD0 AMORTIZED PREMIUM ON NOVARTIS CAPITAL 4.400% 4/24/20 CURRENT YEAR AMORTIZATION 0.0000 0.000000 - - - - (3,854.81) - - 10/24/2017 66989HAD0 INTEREST EARNED ON NOVARTIS CAPITAL 4.400% 4/24/20 $1 PV ON 475000.0000 SHARES DUE 10/24/2017 0.0000 0.000000 - - - 10,450.00 - - - 10/24/2017 89236TAY1 AMORTIZED PREMIUM ON TOYOTA MOTOR MTN 2.000% 10/24/18 CURRENT YEAR AMORTIZATION 0.0000 0.000000 - - - - (1,368.09) - - 10/24/2017 89236TAY1 INTEREST EARNED ON TOYOTA MOTOR MTN 2.000% 10/24/18 $1 PV ON 340000.0000 SHARES DUE 10/24/2017 0.0000 0.000000 - - - 3,400.00 - - - 10/24/2017 10/19/2017 10/24/2017 90331HNG4 PURCHASED PAR VALUE OF US BANK NA MTN 2.050% 10/23/20 /US BANCORP INVESTMENTS INC./250,000 PAR VALUE AT 99.98 %250,000.0000 0.999800 - - - (249,950.00) 249,950.00 - - 10/24/2017 10/24/2017 9128282Q2 RECEIVED ACCRUED INTEREST ON SALE OF U S TREASURY NT 1.500% 8/15/20 0.0000 0.000000 - - - 1,497.96 - - - 10/24/2017 10/23/2017 10/24/2017 9128282Q2 SOLD PAR VALUE OF U S TREASURY NT 1.500% 8/15/20 /BARCLAYS CAPITAL INC. FIXED IN/525,000 PAR VALUE AT 99.491853 %-525,000.0000 0.994919 - - - 522,332.23 (524,677.88) (2,345.65) - 10/24/2017 9128282V1 FED BASIS OF U S TREASURY NT 1.375% 9/15/20 ADJUSTED BY 1083.99 FIXED FEDRL TX CST FROM $248445.28 TO $249529.27 0.0000 0.000000 - - - - 1,083.99 - - 10/24/2017 9128282V1 FED BASIS OF U S TREASURY NT 1.375% 9/15/20 ADJUSTED BY -1083.99 FIXED FEDRL TX CST FROM $248935.55 TO $247851.56 0.0000 0.000000 - - - - (1,083.99) - - 10/24/2017 10/24/2017 9128282V1 RECEIVED ACCRUED INTEREST ON SALE OF U S TREASURY NT 1.375% 9/15/20 0.0000 0.000000 - - - 370.34 - - - 10/24/2017 10/19/2017 10/24/2017 9128282V1 SOLD PAR VALUE OF U S TREASURY NT 1.375% 9/15/20 /HSBC SECURITIES, INC./250,000 PAR VALUE AT 99.140624 %-250,000.0000 0.991406 - - - 247,851.56 (247,851.56) - - 10/24/2017 9128282X7 FED BASIS OF U S TREASURY NT 1.375% 9/30/19 ADJUSTED BY 27.22 FIXED FEDRL TX CST FROM $24911.13 TO $24938.35 0.0000 0.000000 - - - - 27.22 - - 10/24/2017 9128282X7 FED BASIS OF U S TREASURY NT 1.375% 9/30/19 ADJUSTED BY -27.22 FIXED FEDRL TX CST FROM $499186.77 TO $499159.55 0.0000 0.000000 - - - - (27.22) - - 10/24/2017 10/24/2017 9128282X7 PAID ACCRUED INTEREST ON PURCHASE OF U S TREASURY NT 1.375% 9/30/19 0.0000 0.000000 - - - (22.66) - - - 10/24/2017 10/23/2017 10/24/2017 9128282X7 PURCHASED PAR VALUE OF U S TREASURY NT 1.375% 9/30/19 /CITIGROUP GLOBAL MARKETS INC./25,000 PAR VALUE AT 99.64452 %25,000.0000 0.996445 - - - (24,911.13) 24,911.13 - - 10/24/2017 10/24/2017 912828XU9 RECEIVED ACCRUED INTEREST ON SALE OF U S TREASURY NT 1.500% 6/15/20 0.0000 0.000000 - - - 3,140.78 - - - 10/24/2017 10/23/2017 10/24/2017 912828XU9 SOLD PAR VALUE OF U S TREASURY NT 1.500% 6/15/20 /HSBC SECURITIES, INC./585,000 PAR VALUE AT 99.57779 %-585,000.0000 0.995778 - - - 582,530.07 (585,066.89) (2,536.82) - 10/24/2017 912828XU9 AMORTIZED PREMIUM ON U S TREASURY NT 1.500% 6/15/20 CURRENT YEAR AMORTIZATION 0.0000 0.000000 - - - - (2.77) - - 10/25/2017 TRUST FEES COLLECTED CHARGED FOR PERIOD 09/01/2017 THRU 09/30/2017 COLLECTED BY DISBURSEMENT 0.0000 0.000000 - - - (530.96) - - - 10/25/2017 05582QAD9 INTEREST EARNED ON BMW VEHICLE OWNER 1.160% 11/25/20 $1 PV ON 439.8300 SHARES DUE 10/25/2017 $0.00097/PV ON 455,000.00 PV DUE 10/25/17 0.0000 0.000000 - - - 439.83 - - - 10/25/2017 10/17/2017 10/25/2017 05584PAD9 PURCHASED PAR VALUE OF BMW VEHICLE LEASE 2.070% 10/20/20 /RBC CAPITAL MARKETS, LLC/100,000 PAR VALUE AT 99.99992 %100,000.0000 0.999999 - - - (99,999.92) 99,999.92 - - 10/25/2017 10/25/2017 17275RBG6 RECEIVED ACCRUED INTEREST ON SALE OF CISCO SYSTEMS INC 1.400% 9/20/19 0.0000 0.000000 - - - 34.03 - - - 10/25/2017 10/23/2017 10/25/2017 17275RBG6 SOLD PAR VALUE OF CISCO SYSTEMS INC 1.400% 9/20/19 /GOLDMAN SACHS & CO. LLC/XOTC 25,000 PAR VALUE AT 99.474 %-25,000.0000 0.994740 - - - 24,868.50 (24,972.25) - (103.75) 10/25/2017 3133EHRZ8 INTEREST EARNED ON F F C B 1.23722% 6/25/20 $1 PV ON 510000.0000 SHARES DUE 10/25/2017 0.0000 0.000000 - - - 525.82 - - - 10/25/2017 10/25/2017 10/25/2017 3136AMTM1 PAID DOWN PAR VALUE OF F N M A GTD REMIC 1.186% 9/25/18 -19,092.3900 32.848256 - - - 19,092.39 (19,087.50) - 4.89 10/25/2017 3136AMTM1 INTEREST EARNED ON F N M A GTD REMIC 1.186% 9/25/18 $1 PV ON 216.1800 SHARES DUE 10/25/2017 $0.00120/PV ON 180,081.34 PV DUE 10/25/17 0.0000 0.000000 - - - 216.18 - - - 10/25/2017 10/25/2017 10/25/2017 3137BNN26 PAID DOWN PAR VALUE OF F H L M C MLTCL MTG 1.780% 7/25/19 -103.6900 0.000000 - - - 103.69 (104.25) - (0.56) 10/25/2017 3137BNN26 AMORTIZED PREMIUM ON F H L M C MLTCL MTG 1.780% 7/25/19 CURRENT YEAR AMORTIZATION 0.0000 0.000000 - - - - (14.52) - - 10/25/2017 3137BNN26 INTEREST EARNED ON F H L M C MLTCL MTG 1.780% 7/25/19 $1 PV ON 85.1200 SHARES DUE 10/25/2017 $0.00148/PV ON 57,385.40 PV DUE 10/25/17 0.0000 0.000000 - - - 85.12 - - - 10/25/2017 10/25/2017 10/25/2017 3137BPCF4 PAID DOWN PAR VALUE OF F H L M C MLTCL MTG 1.376% 10/25/20 -20,161.5900 31.106262 - - - 20,161.59 (20,161.43) - 0.16 10/25/2017 3137BPCF4 INTEREST EARNED ON F H L M C MLTCL MTG 1.376% 10/25/20 $1 PV ON 360.6900 SHARES DUE 10/25/2017 $0.00120/PV ON 299,695.21 PV DUE 10/25/17 0.0000 0.000000 - - - 360.69 - - - 10/25/2017 10/25/2017 10/25/2017 31846V203 SOLD UNITS OF FIRST AM GOVT OB FD CL Y -185,219.1800 1.000000 - - - 185,219.18 (185,219.18) - - 10/25/2017 10/25/2017 10/25/2017 31846V203 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Y 628.6400 1.000000 - - - (628.64) 628.64 - - 10/25/2017 10/23/2017 10/25/2017 742718EZ8 PURCHASED PAR VALUE OF PROCTER GAMBLE CO 1.750% 10/25/19 /JP MORGAN CHASE BANK/HSBCSI/150,000 PAR VALUE AT 99.965 %150,000.0000 0.999650 - - - (149,947.50) 149,947.50 - - 10/26/2017 10/26/2017 10/26/2017 31846V203 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Y 5,285.0000 1.000000 - - - (5,285.00) 5,285.00 - - 10/26/2017 90331HMY6 INTEREST EARNED ON US BANK NA MTN 1.400% 4/26/19 $1 PV ON 755000.0000 SHARES DUE 10/26/2017 0.0000 0.000000 - - - 5,285.00 - - - 10/27/2017 191216BT6 AMORTIZED PREMIUM ON COCA COLA CO THE 1.875% 10/27/20 CURRENT YEAR AMORTIZATION 0.0000 0.000000 - - - - (16.67) - - 56 Page 33 of 38 Account Number: 001050990415 Name: RIVERSIDE COUNTY TRANS COMM Transaction Date Trade Date Settlement Date CUSIP Description Units Price Commissions SEC Fees Miscellaneous Fees Net Cash Amount Federal Tax Cost Amount Short Term Gain/Loss Amount Long Term Gain/Loss Amount Payden & Rygel Operating Portfolio Transaction Report Quarter ended December 31, 2017 10/27/2017 191216BT6 INTEREST EARNED ON COCA COLA CO THE 1.875% 10/27/20 $1 PV ON 500000.0000 SHARES DUE 10/27/2017 0.0000 0.000000 - - - 4,687.50 - - - 10/27/2017 10/27/2017 10/27/2017 3134GBFU1 FULL CALL PAR VALUE OF F H L M C M T N 1.750% 4/27/20 /CALLS/-750,000.0000 1.000000 - - - 750,000.00 (750,000.00) - - 10/27/2017 3134GBFU1 AMORTIZED PREMIUM ON F H L M C M T N 1.750% 4/27/20 CURRENT YEAR AMORTIZATION 0.0000 0.000000 - - - - (477.75) - - 10/27/2017 3134GBFU1 INTEREST EARNED ON F H L M C M T N 1.750% 4/27/20 $1 PV ON 750000.0000 SHARES DUE 10/27/2017 0.0000 0.000000 - - - 6,562.50 - - - 10/27/2017 10/27/2017 10/27/2017 31846V203 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Y 761,250.0000 1.000000 - - - (761,250.00) 761,250.00 - - 10/31/2017 10/31/2017 10/31/2017 31846V203 SOLD UNITS OF FIRST AM GOVT OB FD CL Y -1,108,345.5200 1.000000 - - - 1,108,345.52 (1,108,345.52) - - 10/31/2017 10/23/2017 10/31/2017 912828F62 PURCHASED PAR VALUE OF U S TREASURY NT 1.500% 10/31/19 /CITIGROUP GLOBAL MARKETS INC./1,110,000 PAR VALUE AT 99.85094775 %1,110,000.0000 0.998509 - - - (1,108,345.52) 1,108,345.52 - - 11/01/2017 13063C4V9 INTEREST EARNED ON CALIFORNIA ST 1.050% 11/01/18 $1 PV ON 150000.0000 SHARES DUE 11/1/2017 0.0000 0.000000 - - - 787.50 - - - 11/01/2017 13066YTY5 INTEREST EARNED ON CALIFORNIA ST DEPT 1.713% 5/01/21 $1 PV ON 942.1500 SHARES DUE 11/1/2017 $0.00870/PV ON 108,289.88 PV DUE 11/ 1/17 0.0000 0.000000 - - - 942.15 - - - 11/01/2017 13077CT38 INTEREST EARNED ON CALIFORNIA ST 1.982% 11/01/19 $1 PV ON 130000.0000 SHARES DUE 11/1/2017 0.0000 0.000000 - - - 1,288.30 - - - 11/01/2017 13077CT38 AMORTIZED PREMIUM ON CALIFORNIA ST 1.982% 11/01/19 CURRENT YEAR AMORTIZATION 0.0000 0.000000 - - - - (66.35) - - 11/01/2017 3133EHTJ2 INTEREST EARNED ON F F C B DEB 1.305% 8/01/22 $1 PV ON 230000.0000 SHARES DUE 11/1/2017 0.0000 0.000000 - - - 258.46 - - - 11/01/2017 11/01/2017 11/01/2017 31846V203 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Y 7,293.1600 1.000000 - - - (7,293.16) 7,293.16 - - 11/01/2017 31846V203 INTEREST EARNED ON FIRST AM GOVT OB FD CL Y UNIT ON 0.0000 SHARES DUE 10/31/2017 INTEREST FROM 10/1/17 TO 10/31/17 0.0000 0.000000 - - - 476.92 - - - 11/01/2017 6055806F1 AMORTIZED PREMIUM ON MISSISSIPPI ST SER D 3.381% 11/01/18 CURRENT YEAR AMORTIZATION 0.0000 0.000000 - - - - (928.50) - - 11/01/2017 6055806F1 INTEREST EARNED ON MISSISSIPPI ST SER D 3.381% 11/01/18 $1 PV ON 100000.0000 SHARES DUE 11/1/2017 0.0000 0.000000 - - - 1,690.50 - - - 11/01/2017 702282ND2 AMORTIZED PREMIUM ON PASADENA CA UNIF 1.861% 11/01/18 CURRENT YEAR AMORTIZATION 0.0000 0.000000 - - - - (299.92) - - 11/01/2017 702282ND2 INTEREST EARNED ON PASADENA CA UNIF 1.861% 11/01/18 $1 PV ON 250000.0000 SHARES DUE 11/1/2017 0.0000 0.000000 - - - 2,326.25 - - - 11/02/2017 11/02/2017 11/02/2017 31846V203 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Y 476.9200 1.000000 - - - (476.92) 476.92 - - 11/03/2017 13066YTY5 INTEREST EARNED ON CALIFORNIA ST DEPT 1.713% 5/01/21 $1 PV ON 108289.8800 SHARES DUE 11/1/2017 0.0000 0.000000 - - - 927.50 - - - 11/03/2017 13066YTY5 INTEREST EARNED ON CALIFORNIA ST DEPT 1.713% 5/01/21 $1 PV ON 942.1500 SHARES DUE 11/1/2017 INCORRECT POSTING 0.0000 0.000000 - - - (942.15) - - - 11/03/2017 11/03/2017 11/03/2017 31846V203 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Y 1,625.0000 1.000000 - - - (1,625.00) 1,625.00 - - 11/03/2017 11/03/2017 11/03/2017 31846V203 SOLD UNITS OF FIRST AM GOVT OB FD CL Y -14.6500 1.000000 - - - 14.65 (14.65) - - 11/03/2017 594918BF0 AMORTIZED PREMIUM ON MICROSOFT CORP 1.300% 11/03/18 CURRENT YEAR AMORTIZATION 0.0000 0.000000 - - - - (303.55) - - 11/03/2017 594918BF0 INTEREST EARNED ON MICROSOFT CORP 1.300% 11/03/18 $1 PV ON 250000.0000 SHARES DUE 11/3/2017 0.0000 0.000000 - - - 1,625.00 - - - 11/06/2017 3133EHXH1 INTEREST EARNED ON F F C B 1.31778% 9/06/22 $1 PV ON 260000.0000 SHARES DUE 11/6/2017 0.0000 0.000000 - - - 295.04 - - - 11/06/2017 11/06/2017 11/06/2017 31846V203 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Y 295.0400 1.000000 - - - (295.04) 295.04 - - 11/10/2017 11/10/2017 11/10/2017 31846V203 SOLD UNITS OF FIRST AM GOVT OB FD CL Y -249,732.5000 1.000000 - - - 249,732.50 (249,732.50) - - 11/10/2017 11/08/2017 11/10/2017 478160CH5 PURCHASED PAR VALUE OF JOHNSON JOHNSON 1.950% 11/10/20 /J.P. MORGAN SECURITIES LLC/250,000 PAR VALUE AT 99.893 %250,000.0000 0.998930 - - - (249,732.50) 249,732.50 - - 11/13/2017 037833CS7 INTEREST EARNED ON APPLE INC 1.800% 5/11/20 $1 PV ON 485000.0000 SHARES DUE 11/11/2017 0.0000 0.000000 - - - 4,365.00 - - - 11/13/2017 3133EHRD7 INTEREST EARNED ON F F C B DEB 1.31889% 7/13/22 $1 PV ON 310000.0000 SHARES DUE 11/13/2017 0.0000 0.000000 - - - 352.07 - - - 11/13/2017 11/13/2017 11/13/2017 31846V203 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Y 4,717.0700 1.000000 - - - (4,717.07) 4,717.07 - - 11/15/2017 02582JHG8 INTEREST EARNED ON AMERICAN EXPRESS 1.640% 12/15/21 $1 PV ON 574.0000 SHARES DUE 11/15/2017 $0.00137/PV ON 420,000.00 PV DUE 11/15/17 0.0000 0.000000 - - - 574.00 - - - 11/15/2017 06406HBM0 AMORTIZED PREMIUM ON BANK NY MELLON MTN 5.450% 5/15/19 CURRENT YEAR AMORTIZATION 0.0000 0.000000 - - - - (3,331.91) - - 11/15/2017 06406HBM0 INTEREST EARNED ON BANK NY MELLON MTN 5.450% 5/15/19 $1 PV ON 242000.0000 SHARES DUE 11/15/2017 0.0000 0.000000 - - - 6,594.50 - - - 11/15/2017 161571HC1 AMORTIZED PREMIUM ON CHASE ISSUANCE TRUST 1.370% 6/15/21 CURRENT YEAR AMORTIZATION 0.0000 0.000000 - - - - (15.34) - - 11/15/2017 161571HC1 INTEREST EARNED ON CHASE ISSUANCE TRUST 1.370% 6/15/21 $1 PV ON 856.2500 SHARES DUE 11/15/2017 $0.00114/PV ON 750,000.00 PV DUE 11/15/17 0.0000 0.000000 - - - 856.25 - - - 11/15/2017 166764AN0 INTEREST EARNED ON CHEVRON CORP 2.193% 11/15/19 $1 PV ON 500000.0000 SHARES DUE 11/15/2017 0.0000 0.000000 - - - 5,482.50 - - - 11/15/2017 166764AN0 AMORTIZED PREMIUM ON CHEVRON CORP 2.193% 11/15/19 CURRENT YEAR AMORTIZATION 0.0000 0.000000 - - - - (776.19) - - 11/15/2017 11/15/2017 166764AU4 PAID ACCRUED INTEREST ON PURCHASE OF CHEVRON CORP 6.03685% 3/03/22 0.0000 0.000000 - - - (1,822.12) - - - 11/15/2017 11/13/2017 11/15/2017 166764AU4 PURCHASED PAR VALUE OF CHEVRON CORP 6.03685% 3/03/22 /MLPFS INC/FIXED INCOME/500,000 PAR VALUE AT 101.0668 %500,000.0000 1.010668 - - - (505,334.00) 505,334.00 - - 11/15/2017 11/15/2017 166764BA7 RECEIVED ACCRUED INTEREST ON SALE OF CHEVRON CORP 1.790% 11/16/18 0.0000 0.000000 - - - 2,225.07 - - - 11/15/2017 11/13/2017 11/15/2017 166764BA7 SOLD PAR VALUE OF CHEVRON CORP 1.790% 11/16/18 /MARKETAXESS CORP/250,000 PAR VALUE AT 100.031 %-250,000.0000 1.000310 - - - 250,077.50 (251,218.96) - (1,141.46) 57 Page 34 of 38 Account Number: 001050990415 Name: RIVERSIDE COUNTY TRANS COMM Transaction Date Trade Date Settlement Date CUSIP Description Units Price Commissions SEC Fees Miscellaneous Fees Net Cash Amount Federal Tax Cost Amount Short Term Gain/Loss Amount Long Term Gain/Loss Amount Payden & Rygel Operating Portfolio Transaction Report Quarter ended December 31, 2017 11/15/2017 166764BA7 AMORTIZED PREMIUM ON CHEVRON CORP 1.790% 11/16/18 CURRENT YEAR AMORTIZATION 0.0000 0.000000 - - - - (598.26) - - 11/15/2017 11/15/2017 30231GAL6 RECEIVED ACCRUED INTEREST ON SALE OF EXXON MOBIL 1.305% 3/06/18 0.0000 0.000000 - - - 1,150.57 - - - 11/15/2017 11/13/2017 11/15/2017 30231GAL6 SOLD PAR VALUE OF EXXON MOBIL 1.305% 3/06/18 /MARKETAXESS CORP/460,000 PAR VALUE AT 99.937 %-460,000.0000 0.999370 - - - 459,710.20 (460,000.00) - (289.80) 11/15/2017 11/15/2017 30231GAU6 RECEIVED ACCRUED INTEREST ON SALE OF EXXON MOBIL 1.439% 3/01/18 0.0000 0.000000 - - - 118.32 - - - 11/15/2017 11/13/2017 11/15/2017 30231GAU6 SOLD PAR VALUE OF EXXON MOBIL 1.439% 3/01/18 /WELLS FARGO SECURITIES, LLC/XOTC 40,000 PAR VALUE AT 100.001 %-40,000.0000 1.000010 - - - 40,000.40 (40,000.00) - 0.40 11/15/2017 11/14/2017 11/15/2017 3137EAEK1 PURCHASED PAR VALUE OF F H L M C M T N 1.875% 11/17/20 /CITIGROUP GLOBAL MARKETS INC./550,000 PAR VALUE AT 99.904 %550,000.0000 0.999040 - - - (549,472.00) 549,472.00 - - 11/15/2017 11/15/2017 11/15/2017 31846V203 SOLD UNITS OF FIRST AM GOVT OB FD CL Y -153,174.5800 1.000000 - - - 153,174.58 (153,174.58) - - 11/15/2017 11/15/2017 11/15/2017 31846V203 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Y 458,941.6400 1.000000 - - - (458,941.64) 458,941.64 - - 11/15/2017 47787XAC1 INTEREST EARNED ON JOHN DEERE OWNER 1.780% 4/15/21 $1 PV ON 310000.0000 SHARES DUE 11/15/2017 0.0000 0.000000 - - - 459.83 - - - 11/15/2017 11/15/2017 48125LRJ3 PAID ACCRUED INTEREST ON PURCHASE OF JP MORGAN MTN 1.87944% 9/23/19 0.0000 0.000000 - - - (1,358.82) - - - 11/15/2017 11/13/2017 11/15/2017 48125LRJ3 PURCHASED PAR VALUE OF JP MORGAN MTN 1.87944% 9/23/19 /JP MORGAN CHASE BANK/HSBCSI/500,000 PAR VALUE AT 100.796 %500,000.0000 1.007960 - - - (503,980.00) 503,980.00 - - 11/15/2017 544445AY5 INTEREST EARNED ON LOS ANGELES CA DEPT 1.750% 5/15/19 $1 PV ON 100000.0000 SHARES DUE 11/15/2017 0.0000 0.000000 - - - 875.00 - - - 11/15/2017 58769DAD2 INTEREST EARNED ON MERCEDES BENZ AUTO 1.790% 4/15/20 $1 PV ON 370000.0000 SHARES DUE 11/15/2017 0.0000 0.000000 - - - 551.92 - - - 11/15/2017 11/15/2017 594918BF0 RECEIVED ACCRUED INTEREST ON SALE OF MICROSOFT CORP 1.300% 11/03/18 0.0000 0.000000 - - - 108.33 - - - 11/15/2017 11/13/2017 11/15/2017 594918BF0 SOLD PAR VALUE OF MICROSOFT CORP 1.300% 11/03/18 /WELLS FARGO SECURITIES, LLC/XOTC 250,000 PAR VALUE AT 99.646 %-250,000.0000 0.996460 - - - 249,115.00 (250,592.31) - (1,477.31) 11/15/2017 594918BF0 AMORTIZED PREMIUM ON MICROSOFT CORP 1.300% 11/03/18 CURRENT YEAR AMORTIZATION 0.0000 0.000000 - - - - (20.35) - - 11/15/2017 65479BAD2 INTEREST EARNED ON NISSAN AUTO LEASE 2.050% 9/15/20 $1 PV ON 220000.0000 SHARES DUE 11/15/2017 0.0000 0.000000 - - - 375.83 - - - 11/15/2017 717081DL4 AMORTIZED PREMIUM ON PFIZER INC 2.100% 5/15/19 CURRENT YEAR AMORTIZATION 0.0000 0.000000 - - - - (537.72) - - 11/15/2017 717081DL4 INTEREST EARNED ON PFIZER INC 2.100% 5/15/19 $1 PV ON 250000.0000 SHARES DUE 11/15/2017 0.0000 0.000000 - - - 2,625.00 - - - 11/15/2017 80284TAF2 INTEREST EARNED ON SANTANDER DRIVE 1.770% 9/15/20 $1 PV ON 162.2500 SHARES DUE 11/15/2017 $0.00148/PV ON 110,000.00 PV DUE 11/15/17 0.0000 0.000000 - - - 162.25 - - - 11/15/2017 89190BAD0 INTEREST EARNED ON TOYOTA AUTO 1.760% 7/15/21 $1 PV ON 520000.0000 SHARES DUE 11/15/2017 0.0000 0.000000 - - - 762.67 - - - 11/15/2017 11/15/2017 89236TAY1 RECEIVED ACCRUED INTEREST ON SALE OF TOYOTA MOTOR MTN 2.000% 10/24/18 0.0000 0.000000 - - - 396.67 - - - 11/15/2017 11/13/2017 11/15/2017 89236TAY1 SOLD PAR VALUE OF TOYOTA MOTOR MTN 2.000% 10/24/18 /SANTANDER INVESTMENT SECURITIE/340,000 PAR VALUE AT 100.202 %-340,000.0000 1.002020 - - - 340,686.80 (342,599.62) - (1,912.82) 11/15/2017 89236TAY1 AMORTIZED PREMIUM ON TOYOTA MOTOR MTN 2.000% 10/24/18 CURRENT YEAR AMORTIZATION 0.0000 0.000000 - - - - (160.85) - - 11/15/2017 89238MAD0 INTEREST EARNED ON TOYOTA AUTO 1.730% 2/16/21 $1 PV ON 542.0700 SHARES DUE 11/15/2017 $0.00144/PV ON 376,000.00 PV DUE 11/15/17 0.0000 0.000000 - - - 542.07 - - - 11/15/2017 90290AAC1 INTEREST EARNED ON USAA AUTO OWNER 1.700% 5/17/21 $1 PV ON 140000.0000 SHARES DUE 11/15/2017 0.0000 0.000000 - - - 198.33 - - - 11/15/2017 11/15/2017 9128282Q2 RECEIVED ACCRUED INTEREST ON SALE OF U S TREASURY NT 1.500% 8/15/20 0.0000 0.000000 - - - 2,062.50 - - - 11/15/2017 11/14/2017 11/15/2017 9128282Q2 SOLD PAR VALUE OF U S TREASURY NT 1.500% 8/15/20 /NOMURA SECURITIES INTL., FIXED/550,000 PAR VALUE AT 99.238281 %-550,000.0000 0.992383 - - - 545,810.55 (549,662.54) (3,851.99) - 11/15/2017 11/15/2017 9128282V1 RECEIVED ACCRUED INTEREST ON SALE OF U S TREASURY NT 1.375% 9/15/20 0.0000 0.000000 - - - 695.10 - - - 11/15/2017 11/14/2017 11/15/2017 9128282V1 SOLD PAR VALUE OF U S TREASURY NT 1.375% 9/15/20 /RBS SECURITIES INC./300,000 PAR VALUE AT 98.90982 %-300,000.0000 0.989098 - - - 296,729.46 (298,936.40) (2,206.94) - 11/15/2017 11/15/2017 9128282V1 RECEIVED ACCRUED INTEREST ON SALE OF U S TREASURY NT 1.375% 9/15/20 0.0000 0.000000 - - - 370.72 - - - 11/15/2017 11/14/2017 11/15/2017 9128282V1 SOLD PAR VALUE OF U S TREASURY NT 1.375% 9/15/20 /HSBC SECURITIES, INC./160,000 PAR VALUE AT 98.909819 %-160,000.0000 0.989098 - - - 158,255.71 (159,698.73) (1,443.02) - 11/15/2017 91412GD36 INTEREST EARNED ON UNIV OF CA 1.169% 5/15/19 $1 PV ON 140000.0000 SHARES DUE 11/15/2017 0.0000 0.000000 - - - 818.30 - - - 11/15/2017 91412GPZ2 AMORTIZED PREMIUM ON UNIV OF CA 1.296% 5/15/18 CURRENT YEAR AMORTIZATION 0.0000 0.000000 - - - - (328.24) - - 11/15/2017 91412GPZ2 INTEREST EARNED ON UNIV OF CA 1.296% 5/15/18 $1 PV ON 250000.0000 SHARES DUE 11/15/2017 0.0000 0.000000 - - - 1,620.00 - - - 11/15/2017 91412GS71 INTEREST EARNED ON UNIVERSITY OF CA 1.610% 5/15/19 $1 PV ON 25000.0000 SHARES DUE 11/15/2017 0.0000 0.000000 - - - 197.90 - - - 11/15/2017 91412GWU5 INTEREST EARNED ON UNIV CALIFORNIA CA 1.418% 5/15/18 $1 PV ON 250000.0000 SHARES DUE 11/15/2017 0.0000 0.000000 - - - 1,772.50 - - - 11/15/2017 91412GWV3 INTEREST EARNED ON UNIV OF CA 2.003% 5/15/19 $1 PV ON 250000.0000 SHARES DUE 11/15/2017 0.0000 0.000000 - - - 2,503.75 - - - 11/15/2017 11/15/2017 94988J5J2 PAID ACCRUED INTEREST ON PURCHASE OF WELLS FARGO MTN 1.8725% 12/06/19 0.0000 0.000000 - - - (1,911.50) - - - 11/15/2017 11/13/2017 11/15/2017 94988J5J2 PURCHASED PAR VALUE OF WELLS FARGO MTN 1.8725% 12/06/19 /WELLS FARGO SECURITIES, LLC/500,000 PAR VALUE AT 100.968 %500,000.0000 1.009680 - - - (504,840.00) 504,840.00 - - 58 Page 35 of 38 Account Number: 001050990415 Name: RIVERSIDE COUNTY TRANS COMM Transaction Date Trade Date Settlement Date CUSIP Description Units Price Commissions SEC Fees Miscellaneous Fees Net Cash Amount Federal Tax Cost Amount Short Term Gain/Loss Amount Long Term Gain/Loss Amount Payden & Rygel Operating Portfolio Transaction Report Quarter ended December 31, 2017 11/16/2017 11/16/2017 11/16/2017 31846V203 SOLD UNITS OF FIRST AM GOVT OB FD CL Y -898,203.1300 1.000000 - - - 898,203.13 (898,203.13) - - 11/16/2017 11/16/2017 9128282Q2 RECEIVED ACCRUED INTEREST ON SALE OF U S TREASURY NT 1.500% 8/15/20 0.0000 0.000000 - - - 796.06 - - - 11/16/2017 11/09/2017 11/16/2017 9128282Q2 SOLD PAR VALUE OF U S TREASURY NT 1.500% 8/15/20 /RBS SECURITIES INC./210,000 PAR VALUE AT 99.402343 %-210,000.0000 0.994023 - - - 208,744.92 (209,871.15) (1,126.23) - 11/16/2017 11/16/2017 912828F62 PAID ACCRUED INTEREST ON PURCHASE OF U S TREASURY NT 1.500% 10/31/19 0.0000 0.000000 - - - (735.91) - - - 11/16/2017 11/09/2017 11/16/2017 912828F62 PURCHASED PAR VALUE OF U S TREASURY NT 1.500% 10/31/19 /BMO CAPITAL MARKETS CORP/BONDS/1,110,000 PAR VALUE AT 99.73046847 %1,110,000.0000 0.997305 - - - (1,107,008.20) 1,107,008.20 - - 11/20/2017 05584PAD9 INTEREST EARNED ON BMW VEHICLE LEASE 2.070% 10/20/20 $1 PV ON 149.3000 SHARES DUE 11/20/2017 $0.00149/PV ON 100,000.00 PV DUE 11/20/17 0.0000 0.000000 - - - 149.30 - - - 11/20/2017 11/20/2017 11/20/2017 31846V203 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Y 373.0500 1.000000 - - - (373.05) 373.05 - - 11/20/2017 43814PAC4 INTEREST EARNED ON HONDA AUTO 1.790% 9/20/21 $1 PV ON 150000.0000 SHARES DUE 11/18/2017 0.0000 0.000000 - - - 223.75 - - - 11/24/2017 05584PAD9 INTEREST EARNED ON BMW VEHICLE LEASE 2.070% 10/20/20 $1 PV ON 100000.0000 SHARES DUE 11/20/2017 0.0000 0.000000 - - - 143.75 - - - 11/24/2017 05584PAD9 INTEREST EARNED ON BMW VEHICLE LEASE 2.070% 10/20/20 $1 PV ON 149.3000 SHARES DUE 11/20/2017 0.0000 0.000000 - - - (149.30) - - - 11/24/2017 3133EHVR1 INTEREST EARNED ON F F C B DEB 1.24788% 8/24/20 $1 PV ON 130000.0000 SHARES DUE 11/24/2017 0.0000 0.000000 - - - 139.69 - - - 11/24/2017 11/24/2017 11/24/2017 31846V203 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Y 4,558.4400 1.000000 - - - (4,558.44) 4,558.44 - - 11/24/2017 11/24/2017 11/24/2017 31846V203 SOLD UNITS OF FIRST AM GOVT OB FD CL Y -5.5500 1.000000 - - - 5.55 (5.55) - - 11/24/2017 94988J5D5 INTEREST EARNED ON WELLS FARGO BANK MTN 1.750% 5/24/19 $1 PV ON 505000.0000 SHARES DUE 11/24/2017 0.0000 0.000000 - - - 4,418.75 - - - 11/27/2017 TRUST FEES COLLECTED CHARGED FOR PERIOD 10/01/2017 THRU 10/31/2017 COLLECTED BY DISBURSEMENT 0.0000 0.000000 - - - (531.15) - - - 11/27/2017 05582QAD9 INTEREST EARNED ON BMW VEHICLE OWNER 1.160% 11/25/20 $1 PV ON 439.8300 SHARES DUE 11/25/2017 $0.00097/PV ON 455,000.00 PV DUE 11/25/17 0.0000 0.000000 - - - 439.83 - - - 11/27/2017 3133EHRZ8 INTEREST EARNED ON F F C B 1.23788% 6/25/20 $1 PV ON 510000.0000 SHARES DUE 11/25/2017 0.0000 0.000000 - - - 543.64 - - - 11/27/2017 11/25/2017 11/27/2017 3136AMTM1 PAID DOWN PAR VALUE OF F N M A GTD REMIC 1.186% 9/25/18 -1,999.0000 48.089840 - - - 1,999.00 (1,998.49) - 0.51 11/27/2017 3136AMTM1 INTEREST EARNED ON F N M A GTD REMIC 1.186% 9/25/18 $1 PV ON 200.6300 SHARES DUE 11/25/2017 $0.00125/PV ON 160,988.95 PV DUE 11/25/17 0.0000 0.000000 - - - 200.63 - - - 11/27/2017 11/25/2017 11/27/2017 3137BNN26 PAID DOWN PAR VALUE OF F H L M C MLTCL MTG 1.780% 7/25/19 -94.9100 1,012.871036 - - - 94.91 (95.40) - (0.49) 11/27/2017 3137BNN26 AMORTIZED PREMIUM ON F H L M C MLTCL MTG 1.780% 7/25/19 CURRENT YEAR AMORTIZATION 0.0000 0.000000 - - - - (14.97) - - 11/27/2017 3137BNN26 INTEREST EARNED ON F H L M C MLTCL MTG 1.780% 7/25/19 $1 PV ON 84.9700 SHARES DUE 11/25/2017 $0.00148/PV ON 57,281.71 PV DUE 11/25/17 0.0000 0.000000 - - - 84.97 - - - 11/27/2017 11/25/2017 11/27/2017 3137BPCF4 PAID DOWN PAR VALUE OF F H L M C MLTCL MTG 1.376% 10/25/20 -854.9200 112.445129 - - - 854.92 (854.91) - 0.01 11/27/2017 3137BPCF4 INTEREST EARNED ON F H L M C MLTCL MTG 1.376% 10/25/20 $1 PV ON 320.5300 SHARES DUE 11/25/2017 $0.00115/PV ON 279,533.62 PV DUE 11/25/17 0.0000 0.000000 - - - 320.53 - - - 11/27/2017 11/27/2017 11/27/2017 31846V203 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Y 4,007.2800 1.000000 - - - (4,007.28) 4,007.28 - - 11/28/2017 3130ABF92 INTEREST EARNED ON F H L B 1.375% 5/28/19 $1 PV ON 730000.0000 SHARES DUE 11/28/2017 0.0000 0.000000 - - - 5,464.86 - - - 11/28/2017 11/28/2017 11/28/2017 31846V203 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Y 5,464.8600 1.000000 - - - (5,464.86) 5,464.86 - - 11/30/2017 191216BV1 INTEREST EARNED ON COCA COLA CO 1.375% 5/30/19 $1 PV ON 250000.0000 SHARES DUE 11/30/2017 0.0000 0.000000 - - - 1,718.75 - - - 11/30/2017 11/30/2017 11/30/2017 31846V203 SOLD UNITS OF FIRST AM GOVT OB FD CL Y -294,963.2500 1.000000 - - - 294,963.25 (294,963.25) - - 11/30/2017 11/10/2017 11/30/2017 79770GGM2 PURCHASED PAR VALUE OF SAN FRANCISCO CITY 2.000% 8/01/20 /PERSHING LLC/300,000 PAR VALUE AT 99.869 %300,000.0000 0.998690 - - - (299,607.00) 299,607.00 - - 11/30/2017 912828U40 INTEREST EARNED ON U S TREASURY NT 1.000% 11/30/18 $1 PV ON 585000.0000 SHARES DUE 11/30/2017 0.0000 0.000000 - - - 2,925.00 - - - 12/01/2017 3133EHTJ2 INTEREST EARNED ON F F C B DEB 1.31214% 8/01/22 $1 PV ON 230000.0000 SHARES DUE 12/1/2017 0.0000 0.000000 - - - 251.49 - - - 12/01/2017 31846V203 INTEREST EARNED ON FIRST AM GOVT OB FD CL Y UNIT ON 0.0000 SHARES DUE 11/30/2017 INTEREST FROM 11/1/17 TO 11/30/17 0.0000 0.000000 - - - 413.24 - - - 12/01/2017 12/01/2017 12/01/2017 31846V203 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Y 25,948.8700 1.000000 - - - (25,948.87) 25,948.87 - - 12/01/2017 12/01/2017 12/01/2017 54473ERP1 MATURED PAR VALUE OF LOS ANGELES CNTY CA 1.507% 12/01/17 25,000 PAR VALUE AT 100 %-25,000.0000 1.000000 - - - 25,000.00 (25,000.00) - - 12/01/2017 54473ERP1 INTEREST EARNED ON LOS ANGELES CNTY CA 1.507% 12/01/17 $1 PV ON 25000.0000 SHARES DUE 12/1/2017 0.0000 0.000000 - - - 188.38 - - - 12/01/2017 54473ERQ9 INTEREST EARNED ON LOS ANGELES CNTY CA 2.036% 12/01/18 $1 PV ON 50000.0000 SHARES DUE 12/1/2017 0.0000 0.000000 - - - 509.00 - - - 12/04/2017 166764AU4 AMORTIZED PREMIUM ON CHEVRON CORP 1.84778% 3/03/22 CURRENT YEAR AMORTIZATION 0.0000 0.000000 - - - - (57.62) - - 12/04/2017 166764AU4 INTEREST EARNED ON CHEVRON CORP 1.84778% 3/03/22 $1 PV ON 500000.0000 SHARES DUE 12/3/2017 0.0000 0.000000 - - - 2,309.73 - - - 12/04/2017 12/04/2017 12/04/2017 31846V203 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Y 4,535.4700 1.000000 - - - (4,535.47) 4,535.47 - - 12/04/2017 717081DU4 INTEREST EARNED ON PFIZER INC 1.450% 6/03/19 $1 PV ON 250000.0000 SHARES DUE 12/3/2017 0.0000 0.000000 - - - 1,812.50 - - - 12/06/2017 3133EHXH1 INTEREST EARNED ON F F C B 1.32212% 9/06/22 $1 PV ON 260000.0000 SHARES DUE 12/6/2017 0.0000 0.000000 - - - 286.46 - - - 12/06/2017 12/06/2017 12/06/2017 31846V203 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Y 2,771.4000 1.000000 - - - (2,771.40) 2,771.40 - - 12/06/2017 94988J5J2 AMORTIZED PREMIUM ON WELLS FARGO MTN 1.8725% 12/06/19 CURRENT YEAR AMORTIZATION 0.0000 0.000000 - - - - (132.15) - - 59 Page 36 of 38 Account Number: 001050990415 Name: RIVERSIDE COUNTY TRANS COMM Transaction Date Trade Date Settlement Date CUSIP Description Units Price Commissions SEC Fees Miscellaneous Fees Net Cash Amount Federal Tax Cost Amount Short Term Gain/Loss Amount Long Term Gain/Loss Amount Payden & Rygel Operating Portfolio Transaction Report Quarter ended December 31, 2017 12/06/2017 94988J5J2 INTEREST EARNED ON WELLS FARGO MTN 1.8725% 12/06/19 $1 PV ON 500000.0000 SHARES DUE 12/6/2017 0.0000 0.000000 - - - 2,484.94 - - - 12/07/2017 12/07/2017 13063DDD7 PAID ACCRUED INTEREST ON PURCHASE OF CALIFORNIA ST 2.250% 10/01/19 0.0000 0.000000 - - - (679.06) - - - 12/07/2017 12/05/2017 12/07/2017 13063DDD7 PURCHASED PAR VALUE OF CALIFORNIA ST 2.250% 10/01/19 /WELLS FARGO BANK, N.A./SIG/265,000 PAR VALUE AT 100.491 %265,000.0000 1.004910 - - - (266,301.15) 266,301.15 - - 12/07/2017 12/07/2017 12/07/2017 31846V203 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Y 641,955.9800 1.000000 - - - (641,955.98) 641,955.98 - - 12/07/2017 12/07/2017 912828P95 RECEIVED ACCRUED INTEREST ON SALE OF U S TREASURY NT 1.000% 3/15/19 0.0000 0.000000 - - - 756.63 - - - 12/07/2017 12/06/2017 12/07/2017 912828P95 SOLD PAR VALUE OF U S TREASURY NT 1.000% 3/15/19 /HSBC SECURITIES, INC./330,000 PAR VALUE AT 99.069979 %-330,000.0000 0.990700 - - - 326,930.93 (330,116.56) - (3,185.63) 12/07/2017 912828P95 AMORTIZED PREMIUM ON U S TREASURY NT 1.000% 3/15/19 CURRENT YEAR AMORTIZATION 0.0000 0.000000 - - - - (460.29) - - 12/07/2017 12/07/2017 912828U40 RECEIVED ACCRUED INTEREST ON SALE OF U S TREASURY NT 1.000% 11/30/18 0.0000 0.000000 - - - 112.50 - - - 12/07/2017 12/06/2017 12/07/2017 912828U40 SOLD PAR VALUE OF U S TREASURY NT 1.000% 11/30/18 /HSBC SECURITIES, INC./585,000 PAR VALUE AT 99.339509 %-585,000.0000 0.993395 - - - 581,136.13 (582,581.82) (1,445.69) - 12/11/2017 12/04/2017 12/11/2017 3133EH2J1 PURCHASED PAR VALUE OF F F C B 0.00001% 12/11/20 /WELLS FARGO SECURITIES, LLC/510,000 PAR VALUE AT 100 %510,000.0000 1.000000 - - - (510,000.00) 510,000.00 - - 12/11/2017 12/11/2017 12/11/2017 31846V203 SOLD UNITS OF FIRST AM GOVT OB FD CL Y -510,000.0000 1.000000 - - - 510,000.00 (510,000.00) - - 12/13/2017 3133EHRD7 INTEREST EARNED ON F F C B DEB 1.32494% 7/13/22 $1 PV ON 310000.0000 SHARES DUE 12/13/2017 0.0000 0.000000 - - - 342.28 - - - 12/13/2017 3135G0K77 INTEREST EARNED ON F N M A DEB 1.250% 6/13/19 $1 PV ON 490000.0000 SHARES DUE 12/13/2017 0.0000 0.000000 - - - 3,062.50 - - - 12/13/2017 12/13/2017 12/13/2017 31846V203 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Y 3,404.7800 1.000000 - - - (3,404.78) 3,404.78 - - 12/14/2017 12/14/2017 3130AAE46 RECEIVED ACCRUED INTEREST ON SALE OF F H L B 1.250% 1/16/19 0.0000 0.000000 - - - 5,190.28 - - - 12/14/2017 12/13/2017 12/14/2017 3130AAE46 SOLD PAR VALUE OF F H L B 1.250% 1/16/19 /KEYBANC CAPITAL MARKETS INC/1,010,000 PAR VALUE AT 99.418 %-1,010,000.0000 0.994180 - - - 1,004,121.80 (1,009,959.60) - (5,837.80) 12/14/2017 12/14/2017 3137EAED7 RECEIVED ACCRUED INTEREST ON SALE OF F H L M C M T N 0.875% 10/12/18 0.0000 0.000000 - - - 2,275.49 - - - 12/14/2017 12/13/2017 12/14/2017 3137EAED7 SOLD PAR VALUE OF F H L M C M T N 0.875% 10/12/18 /CITIGROUP GLOBAL MARKETS INC./XOTC 1,510,000 PAR VALUE AT 99.31 %-1,510,000.0000 0.993100 - - - 1,499,581.00 (1,509,720.70) - (10,139.70) 12/14/2017 12/14/2017 12/14/2017 31846V203 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Y 165,712.2300 1.000000 - - - (165,712.23) 165,712.23 - - 12/14/2017 12/14/2017 12/14/2017 31846V203 SOLD UNITS OF FIRST AM GOVT OB FD CL Y -282,050.9000 1.000000 - - - 282,050.90 (282,050.90) - - 12/14/2017 12/01/2017 12/14/2017 79876CBQ0 PURCHASED PAR VALUE OF SAN MARCOS CA REDEV 2.000% 10/01/20 /STIFEL, NICOLAUS & CO.,INC./110,000 PAR VALUE AT 99.324 %110,000.0000 0.993240 - - - (109,256.40) 109,256.40 - - 12/14/2017 12/14/2017 9128283H1 PAID ACCRUED INTEREST ON PURCHASE OF U S TREASURY NT 1.625% 11/30/19 0.0000 0.000000 - - - (1,696.15) - - - 12/14/2017 12/13/2017 12/14/2017 9128283H1 PURCHASED PAR VALUE OF U S TREASURY NT 1.625% 11/30/19 /JP MORGAN CHASE BANK/HSBCSI/2,520,000 PAR VALUE AT 99.86328135 %2,520,000.0000 0.998633 - - - (2,516,554.69) 2,516,554.69 - - 12/15/2017 02582JHG8 INTEREST EARNED ON AMERICAN EXPRESS 1.640% 12/15/21 $1 PV ON 420000.0000 SHARES DUE 12/15/2017 0.0000 0.000000 - - - 574.00 - - - 12/15/2017 161571HC1 AMORTIZED PREMIUM ON CHASE ISSUANCE TRUST 1.370% 6/15/21 CURRENT YEAR AMORTIZATION 0.0000 0.000000 - - - - (12.54) - - 12/15/2017 161571HC1 INTEREST EARNED ON CHASE ISSUANCE TRUST 1.370% 6/15/21 $1 PV ON 750000.0000 SHARES DUE 12/15/2017 0.0000 0.000000 - - - 856.25 - - - 12/15/2017 12/15/2017 3130ABMP8 RECEIVED ACCRUED INTEREST ON SALE OF F H L B DEB 1.133% 6/27/19 0.0000 0.000000 - - - 1,617.53 - - - 12/15/2017 12/14/2017 12/15/2017 3130ABMP8 SOLD PAR VALUE OF F H L B DEB 1.133% 6/27/19 /TORONTO DOMINION SECURITIES (U/630,000 PAR VALUE AT 99.9879 %-630,000.0000 0.999879 - - - 629,923.77 (629,928.50) (4.73) - 12/15/2017 12/15/2017 12/15/2017 31846V203 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Y 2,217.2400 1.000000 - - - (2,217.24) 2,217.24 - - 12/15/2017 12/15/2017 12/15/2017 31846V203 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Y 633,807.2100 1.000000 - - - (633,807.21) 633,807.21 - - 12/15/2017 47787XAC1 INTEREST EARNED ON JOHN DEERE OWNER 1.780% 4/15/21 $1 PV ON 459.8300 SHARES DUE 12/15/2017 $0.00148/PV ON 310,000.00 PV DUE 12/15/17 0.0000 0.000000 - - - 459.83 - - - 12/15/2017 58769DAD2 INTEREST EARNED ON MERCEDES BENZ AUTO 1.790% 4/15/20 $1 PV ON 551.9200 SHARES DUE 12/15/2017 $0.00149/PV ON 370,000.00 PV DUE 12/15/17 0.0000 0.000000 - - - 551.92 - - - 12/15/2017 65479BAD2 INTEREST EARNED ON NISSAN AUTO LEASE 2.050% 9/15/20 $1 PV ON 375.8300 SHARES DUE 12/15/2017 $0.00171/PV ON 220,000.00 PV DUE 12/15/17 0.0000 0.000000 - - - 375.83 - - - 12/15/2017 80284TAF2 INTEREST EARNED ON SANTANDER DRIVE 1.770% 9/15/20 $1 PV ON 162.2500 SHARES DUE 12/15/2017 $0.00148/PV ON 110,000.00 PV DUE 12/15/17 0.0000 0.000000 - - - 162.25 - - - 12/15/2017 89190BAD0 INTEREST EARNED ON TOYOTA AUTO 1.760% 7/15/21 $1 PV ON 762.6700 SHARES DUE 12/15/2017 $0.00147/PV ON 520,000.00 PV DUE 12/15/17 0.0000 0.000000 - - - 762.67 - - - 12/15/2017 89238MAD0 INTEREST EARNED ON TOYOTA AUTO 1.730% 2/16/21 $1 PV ON 542.0700 SHARES DUE 12/15/2017 $0.00144/PV ON 376,000.00 PV DUE 12/15/17 0.0000 0.000000 - - - 542.07 - - - 12/15/2017 90290AAC1 INTEREST EARNED ON USAA AUTO OWNER 1.700% 5/17/21 $1 PV ON 198.3300 SHARES DUE 12/15/2017 $0.00142/PV ON 140,000.00 PV DUE 12/15/17 0.0000 0.000000 - - - 198.33 - - - 12/18/2017 12/18/2017 12/18/2017 31846V203 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Y 223.7500 1.000000 - - - (223.75) 223.75 - - 12/18/2017 43814PAC4 INTEREST EARNED ON HONDA AUTO 1.790% 9/20/21 $1 PV ON 223.7500 SHARES DUE 12/18/2017 $0.00149/PV ON 150,000.00 PV DUE 12/18/17 0.0000 0.000000 - - - 223.75 - - - 12/20/2017 05584PAD9 INTEREST EARNED ON BMW VEHICLE LEASE 2.070% 10/20/20 $1 PV ON 172.5000 SHARES DUE 12/20/2017 $0.00173/PV ON 100,000.00 PV DUE 12/20/17 0.0000 0.000000 - - - 172.50 - - - 12/20/2017 12/20/2017 12/20/2017 31846V203 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Y 172.5000 1.000000 - - - (172.50) 172.50 - - 12/21/2017 12/21/2017 12/21/2017 31846V203 SOLD UNITS OF FIRST AM GOVT OB FD CL Y -510,000.0000 1.000000 - - - 510,000.00 (510,000.00) - - 12/21/2017 12/08/2017 12/21/2017 798170AB2 PURCHASED PAR VALUE OF SAN JOSE CA 2.098% 8/01/19 /STIFEL, NICOLAUS & CO.,INC./320,000 PAR VALUE AT 100 %320,000.0000 1.000000 - - - (320,000.00) 320,000.00 - - 12/21/2017 12/08/2017 12/21/2017 798170AC0 PURCHASED PAR VALUE OF SAN JOSE CA REDEV 2.259% 8/01/20 /STIFEL, NICOLAUS & CO.,INC./190,000 PAR VALUE AT 100 %190,000.0000 1.000000 - - - (190,000.00) 190,000.00 - - 60 Page 37 of 38 Account Number: 001050990415 Name: RIVERSIDE COUNTY TRANS COMM Transaction Date Trade Date Settlement Date CUSIP Description Units Price Commissions SEC Fees Miscellaneous Fees Net Cash Amount Federal Tax Cost Amount Short Term Gain/Loss Amount Long Term Gain/Loss Amount Payden & Rygel Operating Portfolio Transaction Report Quarter ended December 31, 2017 12/26/2017 TRUST FEES COLLECTED CHARGED FOR PERIOD 11/01/2017 THRU 11/30/2017 COLLECTED BY DISBURSEMENT 0.0000 0.000000 - - - (530.25) - - - 12/26/2017 05582QAD9 INTEREST EARNED ON BMW VEHICLE OWNER 1.160% 11/25/20 $1 PV ON 439.8300 SHARES DUE 12/25/2017 $0.00097/PV ON 455,000.00 PV DUE 12/25/17 0.0000 0.000000 - - - 439.83 - - - 12/26/2017 3133EHRZ8 INTEREST EARNED ON F F C B 1.32862% 6/25/20 $1 PV ON 510000.0000 SHARES DUE 12/25/2017 0.0000 0.000000 - - - 564.66 - - - 12/26/2017 3133EHVR1 INTEREST EARNED ON F F C B DEB 1.3375% 8/24/20 $1 PV ON 130000.0000 SHARES DUE 12/24/2017 0.0000 0.000000 - - - 144.90 - - - 12/26/2017 12/25/2017 12/26/2017 3136AMTM1 PAID DOWN PAR VALUE OF F N M A GTD REMIC 1.186% 9/25/18 -26,792.2200 2.121096 - - - 26,792.22 (26,785.35) - 6.87 12/26/2017 3136AMTM1 INTEREST EARNED ON F N M A GTD REMIC 1.186% 9/25/18 $1 PV ON 191.8200 SHARES DUE 12/25/2017 $0.00121/PV ON 158,989.95 PV DUE 12/25/17 0.0000 0.000000 - - - 191.82 - - - 12/26/2017 12/25/2017 12/26/2017 3137BNN26 PAID DOWN PAR VALUE OF F H L M C MLTCL MTG 1.780% 7/25/19 -104.6500 543.037554 - - - 104.65 (105.16) - (0.51) 12/26/2017 3137BNN26 AMORTIZED PREMIUM ON F H L M C MLTCL MTG 1.780% 7/25/19 CURRENT YEAR AMORTIZATION 0.0000 0.000000 - - - - (14.47) - - 12/26/2017 3137BNN26 INTEREST EARNED ON F H L M C MLTCL MTG 1.780% 7/25/19 $1 PV ON 84.8300 SHARES DUE 12/25/2017 $0.00148/PV ON 57,186.80 PV DUE 12/25/17 0.0000 0.000000 - - - 84.83 - - - 12/26/2017 12/25/2017 12/26/2017 3137BPCF4 PAID DOWN PAR VALUE OF F H L M C MLTCL MTG 1.376% 10/25/20 -60,106.6900 0.945467 - - - 60,106.69 (60,106.21) - 0.48 12/26/2017 3137BPCF4 INTEREST EARNED ON F H L M C MLTCL MTG 1.376% 10/25/20 $1 PV ON 319.5500 SHARES DUE 12/25/2017 $0.00115/PV ON 278,678.70 PV DUE 12/25/17 0.0000 0.000000 - - - 319.55 - - - 12/26/2017 12/26/2017 12/26/2017 31846V203 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Y 88,218.9000 1.000000 - - - (88,218.90) 88,218.90 - - 12/27/2017 3130ABMP8 INTEREST EARNED ON F H L B DEB 1.170% 6/27/19 $1 PV ON 770000.0000 SHARES DUE 12/27/2017 0.0000 0.000000 - - - 2,277.28 - - - 12/27/2017 12/27/2017 12/27/2017 31846V203 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Y 4,755.1200 1.000000 - - - (4,755.12) 4,755.12 - - 12/27/2017 48125LRJ3 AMORTIZED PREMIUM ON JP MORGAN MTN 1.91833% 9/23/19 CURRENT YEAR AMORTIZATION 0.0000 0.000000 - - - - (243.56) - - 12/27/2017 48125LRJ3 INTEREST EARNED ON JP MORGAN MTN 1.91833% 9/23/19 $1 PV ON 500000.0000 SHARES DUE 12/27/2017 0.0000 0.000000 - - - 2,477.84 - - - 12/28/2017 12/28/2017 12/28/2017 31846V203 SOLD UNITS OF FIRST AM GOVT OB FD CL Y -220,000.0000 1.000000 - - - 220,000.00 (220,000.00) - - 12/28/2017 12/15/2017 12/28/2017 797669XT0 PURCHASED PAR VALUE OF SAN FRANCISCO CA 21.690% 7/01/20 /BARCLAYS CAPITAL INC. FIXED IN/100,000 PAR VALUE AT 100 %100,000.0000 1.000000 - - - (100,000.00) 100,000.00 - - 12/28/2017 12/15/2017 12/28/2017 797669XU7 PURCHASED PAR VALUE OF SAN FRANCISCO CA 2.387% 7/01/21 /BARCLAYS CAPITAL INC. FIXED IN/120,000 PAR VALUE AT 100 %120,000.0000 1.000000 - - - (120,000.00) 120,000.00 - - 12/29/2017 053015AD5 AMORTIZED PREMIUM ON AUTOMATIC DATA 2.250% 9/15/20 CURRENT YEAR AMORTIZATION 0.0000 0.000000 - - - - (599.66) - - 12/29/2017 06406FAA1 AMORTIZED PREMIUM ON BANK OF NY MTN 2.500% 4/15/21 CURRENT YEAR AMORTIZATION 0.0000 0.000000 - - - - (600.78) - - 12/29/2017 06406HBM0 AMORTIZED PREMIUM ON BANK NY MELLON MTN 5.450% 5/15/19 CURRENT YEAR AMORTIZATION 0.0000 0.000000 - - - - (1,091.52) - - 12/29/2017 13063BFS6 AMORTIZED PREMIUM ON CALIFORNIA ST BUILD 6.650% 3/01/22 CURRENT YEAR AMORTIZATION 0.0000 0.000000 - - - - (5,080.84) - - 12/29/2017 13063DAB4 AMORTIZED PREMIUM ON CALIFORNIA ST HIGH 1.593% 4/01/19 CURRENT YEAR AMORTIZATION 0.0000 0.000000 - - - - (5.55) - - 12/29/2017 13063DDD7 AMORTIZED PREMIUM ON CALIFORNIA ST 2.250% 10/01/19 CURRENT YEAR AMORTIZATION 0.0000 0.000000 - - - - (47.32) - - 12/29/2017 13077CT38 AMORTIZED PREMIUM ON CALIFORNIA ST 1.982% 11/01/19 CURRENT YEAR AMORTIZATION 0.0000 0.000000 - - - - (37.08) - - 12/29/2017 161571HC1 AMORTIZED PREMIUM ON CHASE ISSUANCE TRUST 1.370% 6/15/21 CURRENT YEAR AMORTIZATION 0.0000 0.000000 - - - - (7.11) - - 12/29/2017 166764AN0 AMORTIZED PREMIUM ON CHEVRON CORP 2.193% 11/15/19 CURRENT YEAR AMORTIZATION 0.0000 0.000000 - - - - (245.03) - - 12/29/2017 166764AU4 AMORTIZED PREMIUM ON CHEVRON CORP 1.84778% 3/03/22 CURRENT YEAR AMORTIZATION 0.0000 0.000000 - - - - (97.74) - - 12/29/2017 17275RAE2 AMORTIZED PREMIUM ON CISCO SYSTEMS INC 4.950% 2/15/19 CURRENT YEAR AMORTIZATION 0.0000 0.000000 - - - - (4,411.54) - - 12/29/2017 191216BT6 AMORTIZED PREMIUM ON COCA COLA CO THE 1.875% 10/27/20 CURRENT YEAR AMORTIZATION 0.0000 0.000000 - - - - (15.34) - - 12/29/2017 30231GAD4 AMORTIZED PREMIUM ON EXXON MOBIL CORP 1.819% 3/15/19 CURRENT YEAR AMORTIZATION 0.0000 0.000000 - - - - (64.80) - - 12/29/2017 3137BNN26 AMORTIZED PREMIUM ON F H L M C MLTCL MTG 1.780% 7/25/19 CURRENT YEAR AMORTIZATION 0.0000 0.000000 - - - - (3.37) - - 12/29/2017 48125LRJ3 AMORTIZED PREMIUM ON JP MORGAN MTN 1.91833% 9/23/19 CURRENT YEAR AMORTIZATION 0.0000 0.000000 - - - - (29.68) - - 12/29/2017 532457BF4 AMORTIZED PREMIUM ON ELI LILLY CO 1.950% 3/15/19 CURRENT YEAR AMORTIZATION 0.0000 0.000000 - - - - (499.27) - - 12/29/2017 589331AN7 AMORTIZED PREMIUM ON MERCK CO INC 5.000% 6/30/19 CURRENT YEAR AMORTIZATION 0.0000 0.000000 - - - - (8,035.19) - - 12/29/2017 6055806F1 AMORTIZED PREMIUM ON MISSISSIPPI ST SER D 3.381% 11/01/18 CURRENT YEAR AMORTIZATION 0.0000 0.000000 - - - - (312.38) - - 12/29/2017 649791EJ5 AMORTIZED PREMIUM ON NEW YORK ST REF SER 3.600% 9/01/19 CURRENT YEAR AMORTIZATION 0.0000 0.000000 - - - - (3,181.76) - - 12/29/2017 649791EV8 AMORTIZED PREMIUM ON NEW YORK ST SER B 3.600% 2/15/19 CURRENT YEAR AMORTIZATION 0.0000 0.000000 - - - - (1,779.14) - - 12/29/2017 66989HAD0 AMORTIZED PREMIUM ON NOVARTIS CAPITAL 4.400% 4/24/20 CURRENT YEAR AMORTIZATION 0.0000 0.000000 - - - - (2,162.32) - - 12/29/2017 68389XAQ8 AMORTIZED PREMIUM ON ORACLE CORP 2.375% 1/15/19 CURRENT YEAR AMORTIZATION 0.0000 0.000000 - - - - (1,870.89) - - 61 Page 38 of 38 Account Number: 001050990415 Name: RIVERSIDE COUNTY TRANS COMM Transaction Date Trade Date Settlement Date CUSIP Description Units Price Commissions SEC Fees Miscellaneous Fees Net Cash Amount Federal Tax Cost Amount Short Term Gain/Loss Amount Long Term Gain/Loss Amount Payden & Rygel Operating Portfolio Transaction Report Quarter ended December 31, 2017 12/29/2017 702282ND2 AMORTIZED PREMIUM ON PASADENA CA UNIF 1.861% 11/01/18 CURRENT YEAR AMORTIZATION 0.0000 0.000000 - - - - (102.51) - - 12/29/2017 717081DL4 AMORTIZED PREMIUM ON PFIZER INC 2.100% 5/15/19 CURRENT YEAR AMORTIZATION 0.0000 0.000000 - - - - (139.98) - - 12/29/2017 857477AS2 AMORTIZED PREMIUM ON STATE STREET CORP 2.550% 8/18/20 CURRENT YEAR AMORTIZATION 0.0000 0.000000 - - - - (621.28) - - 12/29/2017 882723UC1 AMORTIZED PREMIUM ON TEXAS ST REF WTR 2.036% 8/01/20 CURRENT YEAR AMORTIZATION 0.0000 0.000000 - - - - (233.55) - - 12/29/2017 89236TDQ5 AMORTIZED PREMIUM ON TOYOTA MOTOR MTN 0.00001% 1/11/22 CURRENT YEAR AMORTIZATION 0.0000 0.000000 - - - - (377.59) - - 12/29/2017 912828P95 AMORTIZED PREMIUM ON U S TREASURY NT 1.000% 3/15/19 CURRENT YEAR AMORTIZATION 0.0000 0.000000 - - - - (129.80) - - 12/29/2017 91412GPZ2 AMORTIZED PREMIUM ON UNIV OF CA 1.296% 5/15/18 CURRENT YEAR AMORTIZATION 0.0000 0.000000 - - - - (85.63) - - 12/29/2017 91412GSB2 AMORTIZED PREMIUM ON UNIV CALIFORNIA CA 1.796% 7/01/19 CURRENT YEAR AMORTIZATION 0.0000 0.000000 - - - - (235.03) - - 12/29/2017 94988J5J2 AMORTIZED PREMIUM ON WELLS FARGO MTN 1.8725% 12/06/19 CURRENT YEAR AMORTIZATION 0.0000 0.000000 - - - - (168.57) - - Total - - - 0.00 59,179.79 (21,397.30) (50,154.39) 62 Logan Circle Partners, L.P.  25 Deforest Avenue Summit, NJ 07901  908-376-0550 SHORT DURATION FIXED INCOME January 22, 2018 Riverside County Transportation Commission 63 ATTACHMENT 16 LCP Employees LCP Institutional Clients 1 Based on unaudited estimates and are subject to change. Fee paying assets under management as of 9/30/17 Assets by Client Type1 (Millions as of 9/30/2017) Corporate $15,428 Sub-Advisory $13,239 Public $3,445 Insurance $1,581 Other $3,234 TOTAL: $36,927 FIRM HIGHLIGHTS 75 Employees (as of 12/31/2017) Portfolio Management 10 Research 20 Trading 13 Risk Management / Portfolio Analytics 4 Client Services 13 Legal / Compliance 3 Administration / Operations 12 Logan Circle Partners, L.P. (“Logan Circle” or “LCP”) is a MetLife, Inc. company and is part of MetLife Investment Management, MetLife Inc.’s Institutional Investment Management Business. We are dedicated solely to the institutional marketplace and have $36.9 billion1 in total assets under management. The senior members of our Investment team have worked together on fixed income portfolios for 20 years. Suite of fixed income investment strategies includes broad coverage of both the risk spectrum (Enhanced Cash to High Yield) and the term structure (Short- Term to Long Duration). Business Structure MetLife Insurance Investment Management (MIM) Logan Circle Partners 64 GDP - The tax reform package’s tangible benefits will modestly nudge the pace of economic growth higher in 2018. Real GDP growth is not however expected to move much above the mid-2% range on a sustainable basis. Strong consumer spending, a key component of growth, looking less assured absent a meaningful pickup in wages given the drop in savings rate to pre-crisis lows. U.S. businesses and business fixed investment, prime beneficiaries of the tax reform package, needed to do much of the heavy lifting through a boost in spending to lift growth above our expected pace. Increased Federal government spending component will rise due to relief efforts and higher caps on discretionary spending. Inflation - Inflation data assume an even more prominent role in early 2018, as surprising strength could hasten a more aggressive Fed monetary policy response. Recent gauges of inflationary momentum have ticked higher, as have TIPS break-even yields, signaling the Fed’s 2% inflation target may be reached sooner than the market anticipates particularly in light of persistent dollar weakness. Tight labor market and increased corporate optimism are expected to put upward pressure on wages, which will feed into service inflation measures. Extension of OPEC agreement to limit oil supply through year-end 2018 should support energy prices and, in turn, higher headline inflation. Consumer - Solid consumer spending has been supported by a strong labor market and positive wealth effects from rising home prices and strength in financial asset prices, which also serve to bolster consumer confidence measures. The tax reform package will reduce taxes for many households but the biggest benefits will be realized by those at the top end of the income spectrum. Decline in savings rate and persistent growth in household debt bear watching over the medium term as do spending patterns of consumers at various income levels. Business - Corporations are expected to continue to post additional quarters of solid top-line and earnings growth against a backdrop of improving economic growth and positive sentiment stemming from the tax reform package. Consequently, credit metrics for many issuers are likely to improve further. Immediate expensing of capital expenditures beginning in 2018 should cause the trajectory of business fixed investment growth to move higher. Earnings in certain sub-sectors such as Banking, Telecommunications and Energy are expected to benefit more than others, although large, one-time write-downs of deferred tax assets may skew reported results. Select industries will continue to benefit from the Trump Administration’s regulatory rollback efforts. U.S. Monetary Policy - As in 2017, the Fed’s dot plot projections forecast three quarter-point hikes in the federal-funds rate in 2018. By contrast, market expectations are pricing in two rate hikes over the next year. The Federal Reserve’s plan to shrink its balance sheet through scaling back its reinvestment of Treasury and mortgage-backed maturities also ratchets higher in 2018. Powell assumes his Fed Chairman role in February and the FOMC’s voter composition tilts in a more hawkish direction. With early signs of wage pressures building, a pro-cyclical tax reform plan going into effect, and inflation risks skewed to the upside, the potential for a more aggressive Fed, e.g. four rate hikes, represents a risk underappreciated by the market. Central Banks / International - Adverse geopolitical developments in 2018 could serve to escalate financial market volatility, which remains historically low. Impact of Brexit unclear at this stage while political landscapes in several major EU countries remain unsettled. Select central banks remain determined to move away from the post-financial crisis era of extraordinary monetary policy accommodation. Elevated tensions in the Middle East and Asia, however, have the potential to upset markets and produce a temporary pause in central bank tightening efforts. To the extent commodity prices surprise to the upside or inflation targets are reached earlier than markets anticipate, central banks could step up the pace of monetary policy normalization. Employment - The unemployment rate is expected to continue to decline unless we see a surge in the labor force participation rate or an economic shock. A further drop in the unemployment rate from its current level can be expected to translate into higher wages given the shallow pool of qualified workers. The seasonally-adjusted U.S. Quits Rate having reached post-recession highs, indicative of employee confidence in finding another job, is another barometer of labor market strength. Residential / Commercial Real Estate - The new tax law introduces some headwinds for home prices but low levels of inventory, loosened mortgage underwriting standards and an improving economy continue to support mid-single digit price gains. Signs of overvaluation persist in certain MSAs but mortgage delinquencies remain low for recent vintage loans. Despite low mortgage rates, affordability is increasingly challenging for first-time home buyers due to rising prices, exacerbated by limited supply. With home builder confidence very high, new home construction and sales volumes continue to remain strong. Low levels of single-family housing inventory continue to support rental housing. Retail weakness creates headwinds for mall properties and vacancies trend higher for both hotel and office properties. 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 65 PORTFOLIO REVIEW – Debt Reserve Fund Portfolio Performance1 4Q 2017 2017 Since Inception (8/1/2013) Total Debt Service Fund (Gross of Fees) -0.28% 1.63% 2.14% Total Debt Service Fund (Net of Fees) -0.31% 1.54% 2.05% ICE BofAML U.S. Treasury Index 3-7 Year -0.56% 1.26% 1.64% 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 Debt Reserve Fund is the ICE BofAML 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 4 As of December 31, 2017 Actual Portfolio Yield to Maturity 2.35% Duration 4.13 Years Average Quality (Moody’s) Aaa Agency 11% RMBS 6% CMBS 35% Treasury 47% Money Markets 1% As of September 30, 2017 Actual Portfolio Yield to Maturity 2.11% Duration 4.13 Years Average Quality (Moody’s) Aaa Agency 11% RMBS 6% CMBS 36% Treasury 47% 66 PORTFOLIO REVIEW – 2017 Toll Revenue I-15 Project Fund 1Past performance is not indicative of future results. The Since Inception performance returns of the portfolio is as of the first full month following the funding date. The performance benchmark shown for the Riverside County I15 Express Lanes 2017 Toll Revenue Project Portfolio is the ICE BofAML 0-2 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 zero to two years, reflecting total return. Portfolio Performance1 4Q 2017 Since Inception (8/1/2017) 2017 Toll Revenue I-15 Project Fund (Gross of Fees) 0.22% 0.43% 2017 Toll Revenue I-15 Project Fund (Net of Fees) 0.20% 0.39% ICE BofAML U.S. Treasury Index 0-2 Year 0.02% 0.14% Asset Allocation Portfolio Characteristics 5 As of September 30, 2017 Actual Portfolio Yield to Maturity 1.41% Duration 0.59 Years Average Quality (Moody’s) A1 Corporate 29% Municipal 1% ABS 9% Treasury 10% CP 28% CD 23% As of December 31, 2017 Actual Portfolio Yield to Maturity 1.71% Duration 0.61 Years Average Quality (Moody’s) Aa3 Corporate 39% Municipal 4% CMBS 2% ABS 15% Treasury 7% CP 13% CD 13% Discount Notes 7% 67 PORTFOLIO REVIEW – I-15 Express Lanes Sales Tax Revenue Fund 1Past performance is not indicative of future results. The Since Inception performance return is as of the first full month following the funding date. The performance benchmark shown for the Riverside County I15 Express Lanes Project Sales Tax Revenue Portfolio is the ICE BofAML 0-2 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 zero to two years, reflecting total return. Portfolio Performance1 4Q 2017 Since Inception (8/1/2017) I-15 Express Lanes Sales Tax Revenue Fund (Gross of Fees) 0.24% 0.49% I-15 Express Lanes Sales Tax Revenue Fund (Net of Fees) 0.21% 0.45% ICE BofAML U.S. Treasury Index 0-2 Year 0.02% 0.14% Asset Allocation Portfolio Characteristics 6 As of September 30, 2017 Actual Portfolio Yield to Maturity 1.50% Duration 0.51 Years Average Quality (Moody’s) Aa3 Corporate 35% Municipal 3% RMBS 4% CMBS 3% ABS 20% CP 18% CD 17% As of December 31, 2017 Actual Portfolio Yield to Maturity 1.92% Duration 0.59 Years Average Quality (Moody’s) Aa3 Corporate 51% Municipal 4% ABS 34% CP 8% CD 3% 68 PORTFOLIO REVIEW – 2017 Toll Revenue I-15 Ramp Up Reserve 1Past performance is not indicative of future results. Inception date 12/5/17. The performance benchmark shown for the Riverside County I15 Express Lanes Toll Revenue Reserve Portfolio is the ICE BofAML 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 7 As of December 31, 2017 Actual Portfolio Yield to Maturity 1.64% Duration 0.54 Years Average Quality (Moody’s) Aaa RMBS 24% CMBS 23% Treasury 53% 69 RCTC PORTFOLIOS 2013 SR 91 Project Funds Portfolio Market Value (7/3/2013) Net Flows Market Value (12/31/2017) Change in Market Value Construction (Sales Tax) $332,687,595 ($334,894,805) - +$2,207,210 Construction (Toll Revenue) $122,120,571 ($122,810,850) - +$690,279 Total Construction Funds $454,808,167 ($457,705,654) - +$2,897,489 Portfolio Market Value (7/3/2013) Net Flows Market Value (12/31/2017) Change in Market Value Capitalized Interest (Sales Tax) $103,683,353 ($106,840,463) - +$3,157,110 Capitalized Interest (Toll Revenue) $31,416,498 ($32,491,024) - +$1,074,526 Total Capitalized Interest Funds $135,099,851 ($139,331,487) - +$4,231,636 Portfolio Market Value (7/3/2013) Net Flows Market Value (12/31/2017) Change in Market Value Debt Service Reserve Fund $17,667,869 ($1,658,408) $17,741,850 +$1,734,798 8 Portfolio Market Value (6/10/2015) Net Flows Market Value (12/31/2017) Change in Market Value Equity Contribution $32,793,399 ($34,123,338) - +$1,329,939 70 RCTC PORTFOLIOS 9 Portfolio Beginning Market Value (7/24/2017) Net Flows Market Value (12/31/2017) Change in Market Value 2017 Toll Revenue I-15 Project Fund $98,562,718 ($8,553,713) $90,452,255 +$443,250 I-15 Express 2017 Project Sales Tax Revenue $56,043,134 ($26,171,808) $30,142,525 +$271,199 Beginning Market Value (12/5/2017) 2017 Toll Revenue I-15 Ramp Up Reserve $7,723,487 - $7,789,318 +$7,812 Total Project $154,605,852 ($34,725,521) $128,384,098 +$722,262 2017 I-15 Project and 91 Residual Funds Portfolio Beginning Market Value (1/16/2018) 2013 SR-91 Project Residual Fund $3,292,782 71 DISCLAIMERS 10 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 MetLife, Inc. company, is referred to herein as “Logan Circle” and is part of MetLife, Inc.’s institutional investment management business. 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. 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. ERISA Plan Independent Fiduciary Exception. If you are considering this presentation for an ERISA Plan, you acknowledge and agree that you are the Plan sponsor or are a fiduciary to the Plan and that the Plan has under management or control at least $50 million or you are a (i) Bank, Broker Dealer, Registered Investment Adviser, or Insurance Company, (ii) are independent of Logan Circle Partners and affiliates of MetLife, Inc., and (iii) are capable of evaluating the engagement of Logan Circle Partners as an investment adviser. During the sales process and pursuant to the negotiation of the investment advisory agreement, Logan Circle Partners will not undertake to provide impartial investment advice, or to give advice in a fiduciary capacity. 72 QUARTERLY PORTFOLIO REVIEWQUARTERLY PORTFOLIO REVIEW PAYDEN.COM LOS ANGELES | BOSTON | LONDON | PARIS 4th Quarter 2017 73 ATTACHMENT 17 January 2018 Here we are once again at the start of a new year. Around the globe, 2017 was an eventful year, with elections to watch and new economic reforms to consider, and all the while markets maintained a positive tone. Last January, when we wrote to you, we felt 2017 would see the clouds lifting from the global economy. Driven by a strong U.S. consumer, ongoing recovery in the euro area, and resilience in China and the UK, we expected global growth to accelerate from 3.1% in 2016 to nearly 3.5% in 2017. When the final results are tallied, we may well see growth rates above that! As we look ahead to 2018, we continue to expect much of the same. Faster growth in output combined with higher inflation carries important implications for investors. The global growth backdrop argues for the continued outperformance of credit sectors (high yield and emerging markets), as well as modest increases in government bond yields. We expect more action from central banks as they adjust their monetary policy to the new, stronger global economy. However, before you worry too much about “higher interest rates,” remember that the global pool of savings far exceeds the supply of liquid assets to purchase. We think this supply-demand mismatch will limit the extent of the rise of longer-term interest rates in the year ahead. While we are optimistic for the year, we also maintain a firm commitment to practical investment management. With so many investors positive in their outlooks, we carefully watch for irrational behavior in the markets. We also monitor liquidity daily and, as always, ensure our clients’ portfolios are well-diversified. Finally, we hope that 2018 brings you and your family health and happiness. Sincerely, Joan A. Payden President & CEO LETTER FROM THE CEO 74 Riverside County Transportation Commission 2812 ABJ MW1 Portfolio Review and Market Update - 4th Quarter 2017 PORTFOLIO CHARACTERISTICS (As of 12/31/2017) $51.1 millionPortfolio Market Value AA+Weighted Average Credit Quality 1.6 yearsWeighted Average Duration 2.0%Weighted Average Yield to Maturity DURATION DISTRIBUTION 0% 10% 20% 30% 40% 50% 60% 70% 0 - 1 1 - 2 2 - 3 3+ Years SECTOR ALLOCATION 0% 5% 10% 15% 20% 25% 30% 35% 40%TreasuriesCreditAgenciesAsset-BackedRevenueGOPORTFOLIO RETURNS - Periods Ending 12/31/2017 2017 Since Inception (3/1/15) 4th Quarter RCTC Operating Portfolio -0.13% 0.80% 0.76% ICE BofAML 1-3 Year US Treasury Index -0.25% 0.42% 0.55% Periods over one year annualized Payden & Rygel • 333 South Grand Avenue • Los Angeles, California 90071 • (213) 625-1900 • www.payden.com75 Portfolio Review and Market Update - 4th Quarter 2017 MARKET THEMES Persistent economic tailwinds prevailed in the fourth quarter as the unemployment and growth backdrop continued to improve around the globe. In addition, long awaited fiscal progress was made in the U.S. as the Trump administration and Congress delivered on tax reform legislation. These key ingredients resulted in a positive tone across risk assets, with equities continuing to set record highs and corporate risk premiums narrowing to post-crisis lows. With plenty of economic support, the Federal Reserve raised interest rates for the third time in 2017 driving the two-year Treasury yield to 1.88%, its highest level since 2008, while the 10-year finished the year little changed at 2.41%. Other central banks around the world followed suit, as the Bank of England and People’s Bank of China hiked rates and the European Central Bank reiterated its intention to curtail asset purchases. Consequently, interest rates moved higher across the globe, but subdued volatility persisted as investors searched for yield. STRATEGY The portfolio holds a diversified mix of credit sectors for income generation.n Corporate bond yield premiums remain attractive, and we expect to maintain our exposure through the purchase of bonds in the new issue and secondary markets. n We continue to utilize floating-rate coupon bonds and maintain an underweight duration position in anticipation of higher front-end rates. n INTEREST RATES U.S. Treasury yields marched higher across the front-end of the curve as two-year maturity rates rose 0.40% to 1.88%. However, the slope between two- and five-year maturities fell during 2017 to pre-financial crisis levels, ending at 32 basis points. n The underweight duration position benefitted the portfolio given higher Treasury yields, and added to performance relative to the benchmark. n Floating-rate positions contributed positively to performance as three-month LIBOR rose 0.37% to end the quarter at 1.70%. n SECTORS The allocation and selection of corporate securities was the main driver of performance. The bias towards lower-rated investment-grade credit was beneficial. n High-quality asset-backed securities added to relative performance while providing flexible reinvestment opportunities. n Payden & Rygel • 333 South Grand Avenue • Los Angeles, California 90071 • (213) 625-1900 • www.payden.com76 MARKET PERSPECTIVE Get Ready for a Great 2018, the Fewest Countries in Recession on Record A pick-up in global economic growth in 2017 proved to be the highlight of the year. The U.S., UK, eurozone, Canada and even Japan all surprised investors with accelerating GDP growth during the year. In turn, better growth trans- lated into better earnings for corporations. Looking into 2018, we think the economic backdrop looks even better. In fact, projections indicate we will see the fewest countries in recession going back to 1980 (see graph below). Global growth is not only picking up, but do- ing so across the board. As a result, we expect global credit and equity markets to continue to perform well and for global central banks to shift away from their extraordinarily easy monetary policies. What else can we learn from the data? »In an average year, 16% of the countries in the world are in recession, compared to only 2% in 2018. »China, India, the eurozone, and the U.S. accounted for 58% of global GDP growth in 2017. »Despite being headline grabbers last year, the UK and Venezuela had a relatively small impact on growth. The UK added 0.04 percentage points of global GDP growth while Venezuela detracted 0.04 percentage points. »The six countries with negative growth expectations are Venezuela and Puerto Rico (the only two with outstanding debt), three African nations – Equatorial Guinea, South Sudan, and Swaziland – and the third smallest country in the world, the Pacific Ocean island nation of Nauru with a population of 11,000. Percent of Countries with Negative Growth Rates Source: IMF, Payden Calculations 0% 5% 10% 15% 20% 25% 30% 35% 40% 45% 50%198019811982198319841985198619871988198919901991199219931994199519961997199819992000200120022003200420052006200720082009201020112012201320142015201620172018Only six countries will be in recession in 2018 – and they represent just 0.4% of world output Share of Countries77 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 Bartholmew 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. U.S. 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 U.S. 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 U.S. Government Fund EQUITY Global Equity Income 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 U.S. Core Bond Fund USD Low Duration Credit Fund LIQUIDITY FUNDS Euro Liquidity Fund Sterling Reserve Fund U.S. Dollar Liquidity Fund 78 County of Riverside Treasurer’s Pooled Investment Fund December 2017 79 ATTACHMENT 18 Contents COUNTY OF RIVERSIDE TREASURER-TAX COLLECTOR 1 2| Treasurer’s Pooled Investment Fund 3| Economy 4| Market Data 6| Portfolio Data 8| Compliance Report 9| Month End Holdings Hot air balloons over Lake Skinner in Temecula, Southwest Riverside County, CA. Digital Image. NBC San Diego. http://www.nbcsandiego.com/news/local/temecula-valley-2014-balloon-wine-festival-north-san-diego-261142951.html 80 COUNTY OF RIVERSIDE TREASURER-TAX COLLECTOR 2 The Treasurer’s Pooled Investment Fund is comprised of contributions from the county, schools, special districts, and other discretionary depositors throughout the County of Riverside. 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 to maximize a return on the funds within the given parameters. The Treasurer-Tax Collector and the Capital Markets team are committed to maintaining the highest credit ratings. The Treasurer’s Pooled Investment Fund is currently rated AAA-bf by Moody’s Investor Service and AAA/V1 by Fitch Ratings, two of the nation’s most trusted bond credit rating services. Since its inception, the Treasurer’s Pooled Investment Fund has been in full compliance with the Treasurer’s Statement of Investment Policy, which is more restrictive than California Government Code 53646. Treasurer’s Statement Capital Markets Team Jon Christensen Treasurer-Tax Collector Giovane Pizano Chief Investment Manager Steve Faeth Sr. Investment Manager Isela Licea Assistant Investment Manager Jake Nieto Intern Treasurer’s Pooled Investment Fund 6-Month Pool Performance Month End Market Value ($)* Month End Book Value ($) Paper Gain or Loss ($) Paper Gain or Loss (%) Book Yield (%) WAM (Yrs) 17-Dec 7,694,737,199.78 7,714,635,653.16 (19,898,453.38) -0.26% 1.39 1.01 17-Nov 6,308,195,449.12 6,327,879,337.38 (19,683,888.26) -0.31% 1.32 1.20 17-Oct 6,255,513,634.27 6,269,409,129.71 (13,895,495.44) -0.22% 1.27 1.22 17-Sep 6,238,559,720.97 6,249,458,901.54 (10,899,180.57) -0.17% 1.25 1.23 17-Aug 6,355,419,645.31 6,360,184,247.55 (4,764,602.24) -0.07% 1.23 1.23 17-Jul 6,452,047,376.04 6,460,673,961.40 (8,626,585.36) -0.13% 1.18 1.20 *Market values do not include accrued interest. Before we begin our riveting economic commentary I would like to point out that our monthly report has a different look and feel to it. We have changed the format some- what to provide the reader with more clarity and insight to the TPIF’s financial position. We hope you enjoy our report and would like any feedback you may have on its contents be- cause we aim to provide our depositors and constituents with the most relevant infor- mation possible. Low inflation has been a conundrum that has baffled economists and market analysts throughout much of 2017. Advanced econo- mies throughout the world have displayed moderate economic growth, escalating real estate markets, rising debt levels, strong con- sumer confidence, and tightening labor mar- kets. In the past, such conditions have corre- lated with higher inflation. A core tenet of economics is the idea that the unemploy- ment rate and inflation rate have an inverse relationship. Despite employment gains aver- aging greater than 170,000 new jobs per month in 2017 and the unemployment rate nearing four percent, core inflation has run persistently below the Federal Reserve Bank (FED) two percent target. The FED raised the Funds Target rate three times in 2017. After starting the year with a rate of 0.75 percent, the Fed completed their third 25 basis point increase of the year on December 13, bringing the rate to 1.50 per- cent. The three rate increases represent a much more aggressive tightening timeline when compared to FED activity in 2015 and 2016, which only saw one rate increase each. Markets reacted aggressively to the FED ac- tivity, with treasury 2-year, 3-year, and 5-year yields moving up approximately 60 basis points in only the last four months of 2017 2017 has also been a busy year for political activity and natural disasters. Geopolitical conflicts on the Korean Peninsula, Middle East, and Central Africa caused temporary market shocks. Devastating earthquakes struck central Mexico, hurricanes caused damage across the Caribbean and in the US, and California experienced several dozen wildfires. The US incurred $306 billion in dam- ages from natural disasters in 2017, making it the most expensive year in recorded history. The FED rate hikes, natural disasters, and geopolitical events caused little harm to eco- nomic growth as evidenced by strong new home sales, GDP expansion, and jobs crea- tion. The Dow Jones and NASDAQ reached record highs in 2017, spurred in part by Presi- dent Trump’s $1.5 trillion tax reform. Econo- mists believe that the tax reform will provide a modest lift to GDP growth in coming years. Recent higher prints in the Producer Price index, crude oil prices, and some industrial commodity prices may point towards infla- tion moving higher. FED Chair Yellen was busy in 2017 and industry analysts expect much of the same from her successor, Jerome Powell, when he assumes office in February of 2018. Powell will inherit a US economy with more going for it than against it. With jobs being added, commodity prices rising, and the stimulus of the newly unveiled tax plan, con- sensus forecasts estimate that Powell will raise rates three more times in 2018. The TPIF will benefit from improved eco- nomic conditions, as we know a rising tide will lift all boats both large and small. Our deposi- tors will see increased interest earnings in the coming year. This is always welcome news as the County can use all the help it can get to shore up its budget. We will continue to deliv- er on our investment objectives of safety of principal, to meet the liquidity needs of our depositors, and to earn a reasonable rate of return on our funds. Jon Christensen Treasurer-Tax Collector Quarterly Commentary “A Rising Tide Will Lift All Boats” 81 COUNTY OF RIVERSIDE TREASURER-TAX COLLECTOR 3 Key Economic Indicators Economic indicators point to moderate, broad based growth throughout the entire economy.  In November, the US boasted its 85th consecutive month of job growth and several economists insist that there is still slack in the labor market. [Bloomberg.com; 12/19/17]  The majority of manufacturing sectors displayed strong growth in December. The computer, electronic products, and machinery industries performed best. [Instituteforsupplymanagement.org; 01/03/2018] National Economy Economy Real GDP (Q/Q) Release Date Indicator Actual Consensus Difference 12/21/2017 Real Gross Domestic Product - Q/Q Change 3.2% 3.3% -0.1% 12/08/2017 Unemployment Rate - Seasonally Adjusted 4.1% 4.1% 0.0% 12/08/2017 Non-Farm Payrolls - M/M Change 228,000 190,000 38,000 12/13/2017 CPI - Y/Y Change 2.2% 2.2% 0.0% 12/13/2017 CPI Ex Food and Energy - Y/Y Change 1.7% 1.8% -0.1% 12/05/2017 ISM Non-Manufacturing Index 57.4 59.0 -1.6 12/20/2017 Existing Home Sales - Y/Y Change 3.8% - - 12/04/2017 Factory Orders - M/M Change -0.1% -0.4% 0.3% 12/22/2017 Durable Goods Orders - M/M Change 1.3% 2.0% -0.7% State economic growth slowed down in 2017, but growth is still positive overall.  Job growth persists statewide and locally. From October to November California added more than 47,000 jobs while Riverside County’s unemployment rate fell 0.7pp.  The Thomas fire has costed more than $205 million to fight and damages to Ventura County agriculture are expected to be “significant”. The fire is 92 percent contained as of January 3rd. [Fox News; 1/03/18, Huffington Post; 12/14/18] State Economy Data: FRED and BEA. *Q4 2017 figure based on estimate. **Q3 data not available for California. 0.0% 0.5% 1.0% 1.5% 2.0% 2.5% 3.0% CPI CPI Ex Food and Energy CPI (Y/Y) 3.0% 3.5% 4.0% 4.5% 5.0% 5.5% 6.0% 6.5% 7.0%United States California Riverside County Unemployment Rate 0.0% 1.0% 2.0% 3.0% 4.0% 5.0% 6.0% 7.0% Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4* 2016 2017 United States California 82 COUNTY OF RIVERSIDE TREASURER-TAX COLLECTOR 4 US Treasury Curve FOMC Meeting 12/13/2017  The FOMC stated that, “Near-term risks to the economic outlook appear roughly balanced”.  The Federal Reserve raised the Fed Funds Target Rate to 1.25—1.50%, effective as of 12/14/2017.  The inflation rate is running “somewhat below” its goal of two percent on a 12-month basis. However, the FOMC ex- pects inflation to reach its target “over the medium term”.  The next FOMC meeting is scheduled for January 31st, 2018. The US Treasury Curve and its forecasted values are subject to frequent change and will be updated monthly with each issued TPIF report. Market Data Fed Funds Target Rate (Upper Limit) 0.00 0.50 1.00 1.50 2.00 2.50 3.00 0 5 10 15 20 25 30 11/30/2017 12/29/2017 Treasury Curve Differentials 3 Mo 6 Mo 1 Yr 2 Yr 3 Yr 5 Yr 10 Yr 30 Yr 12/29/2017 - 11/30/2017 0.12 0.09 0.14 0.11 0.08 0.06 -0.02 -0.09 12/29/2017 1.39 1.53 1.76 1.89 1.98 2.2 2.4 2.74 11/30/2017 1.27 1.44 1.62 1.78 1.9 2.14 2.42 2.83 0.50% 0.75% 1.00% 1.25% 1.50% 1.75% 83 * Cash values listed on this page are in US dollars and are based on the final business day of the month. COUNTY OF RIVERSIDE TREASURER-TAX COLLECTOR 5 Market Data cont’d Commodities Stocks 2.00 2.20 2.40 2.60 2.80 3.00 3.20 3.40 3.60 3.80 4.00 44.00 46.00 48.00 50.00 52.00 54.00 56.00 58.00 60.00 62.00 Nymex Crude (left)Nymex Nat Gas (right) 17,000.00 18,000.00 19,000.00 20,000.00 21,000.00 22,000.00 23,000.00 24,000.00 25,000.00 26,000.00 Dow Jones 1,900.00 2,000.00 2,100.00 2,200.00 2,300.00 2,400.00 2,500.00 2,600.00 2,700.00 2,800.00 4,500.00 4,700.00 4,900.00 5,100.00 5,300.00 5,500.00 5,700.00 5,900.00 6,100.00 6,300.00 6,500.00 NASDAQ 100 (Left)S&P 500 (right) 50.00 55.00 60.00 65.00 70.00 75.00 80.00 85.00 90.00 95.00 70.00 90.00 110.00 130.00 150.00 170.00 190.00 210.00 Industrial Metals (left)Precious Metals (left) Iron Ore (right) 84 The County of Riverside’s Treasurer’s Pooled Investment Fund is currently rated AAA-bf by Moody’s Investor Service and AAA/V1 by Fitch Ratings. Moody’s Asset Rating (000’s) S&P Asset Rating (000’s) COUNTY OF RIVERSIDE TREASURER-TAX COLLECTOR 6 Portfolio Data 12-Month Projected Cash Flow Based on historic and current financial conditions within the County, the Pool is expected to maintain sufficient liquidity o f funds to cover County expenses for the next twelve months. * Values listed in Cash Flow Table are in millions of USD. Book MKT/Book % Book Yield Aaa 4,484,557.86 99.51% 58.13% 1.40% Aa1 401,787.05 100.19% 5.21% 1.34% Aa2 482,112.88 100.10% 6.25% 1.41% Aa3 1,332,781.39 100.07% 17.28% 1.39% A1 49,660.75 100.30% 0.64% 1.39% A2 49,971.42 100.02% 0.65% 1.47% NR 913,764.30 99.99% 11.84% 1.38% Totals: 7,714,635.66 99.74% 100.00% 1.39% Book MKT/Book % Pool Yield AAA 622,495.38 100.09% 8.07% 1.28% AA+ 4,213,849.54 99.48% 54.62% 1.41% AA 406,947.90 100.16% 5.28% 1.39% AA- 1,507,607.12 100.06% 19.54% 1.40% A 49,971.42 100.02% 0.65% 1.47% NR 913,764.30 99.99% 11.84% 1.38% Totals: 7,714,635.66 99.74% 100.00% 1.39% Month Monthly Receipts Monthly Dis- bursements Difference Required Matured Investments Balance Actual Investments Maturing Available to Invest > 1 Year 01/2018 66.01 01/2018 1,050.00 1,710.00 (660.00) 593.99 - 2,118.46 02/2018 860.00 1,000.00 (140.00) 140.00 - 690.59 03/2018 1,200.00 1,000.00 200.00 200.00 425.00 04/2018 1,946.22 1,100.00 846.22 1,046.22 291.09 05/2018 912.13 1,500.00 (587.87) 458.35 588.47 06/2018 1,153.32 1,900.00 (746.68) 288.33 - 287.38 07/2018 1,006.35 1,300.00 (293.65) 293.65 - 245.75 08/2018 740.88 635.84 105.04 105.04 210.13 09/2018 1,100.00 1,250.00 (150.00) 44.96 - 145.00 10/2018 1,051.06 1,100.00 (48.94) 48.94 - 104.87 11/2018 1,125.00 1,100.00 25.00 25.00 114.50 12/2018 2,350.00 1,100.00 1,250.00 1,275.00 - TOTALS 14,494.96 14,695.84 (200.88) 1,409.87 3,175.62 5,221.24 6,304.77 18.28% 67.68% 81.72% *All values reported in millions ($). Aaa 58% Aa1 5%Aa2 6% Aa3 17%A1 1% A2 1%NR 12% AAA 8%AA+ 55% AA 5%AA- 19%A 1% NR 12% 85 Asset Maturity Distribution (Par Value) Portfolio Data cont’d TIMMI The Treasurer’s Institutional Money Market Index (TIMMI) is a composite index of four AAA rated prime institutional money market funds. Their aggregate yield is compared to the yield of the Treasurer’s Pooled Investment Fund in the above graph. Asset Allocation COUNTY OF RIVERSIDE TREASURER-TAX COLLECTOR 7 *Cash values are in thousands of dollars. Assets Scheduled Book Scheduled Market Mkt/ Sch Book Yield WAL (Yr) Mat (Yr) TREAS 408,702.42 408,442.67 99.94% 1.23% 0.525 0.525 AGENCIES 3,330,501.32 3,307,337.00 99.30% 1.44% 2.021 2.030 MMKT 351,990.00 351,990.00 100.00% 1.29% 0.003 0.003 CASH 600,000.00 600,000.00 100.00% 1.37% 0.003 0.003 CALTRUST FND 54,000.00 54,021.60 100.04% 1.24% 0.003 0.003 COMM PAPER 1,561,349.75 1,564,758.95 100.22% 1.37% 0.172 0.172 NCDS 875,000.00 875,000.00 100.00% 1.46% 0.287 0.287 MEDIUM TERM NOTES 130,126.96 130,162.77 100.03% 1.36% 0.323 0.323 MUNI 402,770.21 402,829.21 100.01% 1.27% 0.697 0.697 LOCAL AGCY OBLIG 195.00 195.00 100.00% 1.82% 2.458 2.458 Totals: 7,714,635.65 7,694,737.20 99.74% 1.39% 1.011 1.014 * For details on the Pool’s composition, see appendix, pages 9 to 13. 0.78% 0.85%0.90% 0.95%0.99%1.03% 1.12%1.18%1.23%1.25% 1.27%1.32% 1.39% 0.72% 0.75%0.81% 0.98%0.99%1.00% 1.19%1.21%1.22%1.22%1.23%1.25% 1.45% 0.00% 0.50% 1.00% 1.50% 2.00% Pool Yield TIMMI 26.78% 2,068,462.02 15.09% 1,165,590.00 25.72% 1,987,182.72 10.74% 829,300.00 10.40% 803,242.00 11.28% 871,080.00 - 500,000 1,000,000 1,500,000 2,000,000 2,500,000 0-1 Mos 1-3 Mos 3-12 Mos 1-2 Yr 2-3 Yr 3-5 Yr 86 Compliance Status: Full Compliance The Treasurer’s Pooled Investment Fund was in full compliance with the County of Riverside’s Treasurer’s State- ment of Investment Policy. The County’s Statement of Investment Policy is more restrictive than California Gov- ernment Code 53646. The County’s Investment Policy is reviewed annually by the County of Riverside’s Over- sight Committee and approved by the Board of Supervisors. 1 Money Market Mutual Funds maturity may be interpreted as a weighted average maturity not exceeding 60 days. 2 Or must have an investment advisor with no fewer than 5 years experience and with assets under management of $500,000,000 USD. THIS COMPLETES THE REPORT REQUIREMENTS OF CALIFORNIA GOVERNMENT CODE 53646. COUNTY OF RIVERSIDE TREASURER-TAX COLLECTOR 8 Compliance Report GOVERNMENT CODE COUNTY INVESTMENT POLICY Investment Category Maximum Maturity Authorized % Limit S&P/ Moody's Maximum Maturity Authorized % Limit S&P/ Moody's Actual % MUNICIPAL BONDS 5 YEARS NO LIMIT NA 4 YEARS 15% AA-/Aa3/AA- 5.22% U.S. TREASURIES 5 YEARS NO LIMIT NA 5 YEARS 100% NA 5.30% LOCAL AGENCY OBLIGATIONS (LAO) 5 YEARS NO LIMIT NA 3 YEARS 2.50% INVESTMENT GRADE 0.00% FEDERAL AGENCIES 5 YEARS NO LIMIT AAA 5 YEARS 100% NA 43.17% COMMERCIAL PAPER 270 DAYS 40% A1/P1 270 DAYS 40% A1/P1/F1 20.24% CERTIFICATE & TIME DEPOSITS (NCD & TCD) 5 YEARS 30% NA 1 YEAR 25% Combined A1/P1/F1 11.34% 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 1.69% CALTRUST SHORT TERM FUND NA NA NA DAILY LIQUIDITY 1.00% NA 0.70% MONEY MARKET MUTUAL FUNDS (MMF) 60 DAYS (1) 20% AAA/Aaa (2) DAILY LIQUIDITY 20% AAA by 2 Of 3 RATINGS AGC. 4.56% 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 7.78% 87 Description Maturity Date Coupon Par Value Book Value Market Price Market Value Unrealized Gain/Loss FIDELITY GOV 01/01/2018 1.088 80,000,000.00 80,000,000.00 100.00 80,000,000.00 0.00 FEDERATED GOV 01/01/2018 1.023 1,000,000.00 1,000,000.00 100.00 1,000,000.00 0.00 GOLDMAN SACHS GOV 01/01/2018 1.058 1,000,000.00 1,000,000.00 100.00 1,000,000.00 0.00 WELLS FARGO GOV 01/01/2018 1.065 5,000,000.00 5,000,000.00 100.00 5,000,000.00 0.00 HERITAGE PRIME MMF 01/01/2018 1.382 4,998,000.80 5,000,000.00 100.04 5,000,000.00 0.00 JP MORGAN PRIME MMF 01/01/2018 1.369 154,971,008.70 154,992,503.00 100.01 154,992,503.00 0.00 BLACKROCK 01/01/2018 1.225 0.00 0.00 - 0.00 0.00 FIDELITY PRIME MMF 01/01/2018 1.382 29,988,005.30 29,997,501.25 100.03 29,997,501.25 0.00 BLACKROCK 01/01/2018 1.355 74,980,005.50 75,000,000.00 100.03 75,000,000.00 0.00 1.297 351,937,020.30 351,990,004.25 100.02 351,990,004.25 0.00 CALTRUST SHT TERM FUND 01/01/2018 1.242 54,000,000.00 54,000,000.00 100.04 54,021,600.00 21,600.00 1.242 54,000,000.00 54,000,000.00 100.04 54,021,600.00 21,600.00 BANK OF THE WEST 01/01/2018 1.370 300,000,000.00 300,000,000.00 100.00 300,000,000.00 0.00 1.370 300,000,000.00 300,000,000.00 100.00 300,000,000.00 0.00 UB MANAGED RATE 01/01/2018 1.370 300,000,000.00 300,000,000.00 100.00 300,000,000.00 0.00 1.370 300,000,000.00 300,000,000.00 100.00 300,000,000.00 0.00 US DIST COURTHOUSE 06/15/2020 1.818 195,000.00 195,000.00 100.00 195,000.00 0.00 1.818 195,000.00 195,000.00 100.00 195,000.00 0.00 U.S. TREASURY 03/08/2018 1.145 50,000,000.00 49,710,569.44 99.77 49,886,441.18 175,871.74 U.S. TREASURY 08/16/2018 1.508 50,000,000.00 49,482,672.22 99.02 49,508,331.88 25,659.66 1.327 100,000,000.00 99,193,241.66 99.39 99,394,773.06 201,531.40 U.S. TREASURY BOND 02/15/2018 1.000 10,000,000.00 10,017,968.75 99.96 9,996,400.00 -21,568.75 U.S. TREASURY BOND 01/31/2018 .875 25,000,000.00 24,936,523.44 99.97 24,993,000.00 56,476.56 U.S. TREASURY BOND 11/30/2018 1.000 25,000,000.00 24,943,359.38 99.29 24,822,250.00 -121,109.38 U.S. TREASURY BOND 01/31/2018 .875 25,000,000.00 24,998,046.88 99.97 24,993,000.00 -5,046.88 U.S. TREASURY BOND 01/15/2018 .875 25,000,000.00 24,998,046.88 99.99 24,997,000.00 -1,046.88 U.S. TREASURY BOND 03/15/2018 1.000 25,000,000.00 24,989,257.81 99.93 24,982,500.00 -6,757.81 U.S. TREASURY BOND 05/15/2018 1.000 25,000,000.00 24,958,984.38 99.86 24,964,750.00 5,765.62 U.S. TREASURY BOND 07/31/2019 1.375 25,000,000.00 24,975,585.94 99.25 24,811,500.00 -164,085.94 U.S. TREASURY BOND 07/31/2019 1.375 25,000,000.00 24,980,468.75 99.25 24,811,500.00 -168,968.75 U.S. TREASURY BOND 06/15/2018 1.125 50,000,000.00 49,953,125.00 99.84 49,922,000.00 -31,125.00 U.S. TREASURY BOND 07/31/2018 .750 50,000,000.00 49,757,812.50 99.51 49,754,000.00 -3,812.50 1.010 310,000,000.00 309,509,179.71 99.69 309,047,900.00 -461,279.71 FHLMC DISC NOTE 02/23/2018 1.130 30,000,000.00 29,792,812.50 99.81 29,942,700.00 149,887.50 1.130 30,000,000.00 29,792,812.50 99.81 29,942,700.00 149,887.50 FHLMC 3YrNc1.5YrE 06/22/2018 1.200 15,000,000.00 14,986,800.00 99.81 14,970,900.00 -15,900.00 FHLMC 3YrNc6MoE 06/22/2018 1.250 25,000,000.00 24,993,750.00 99.84 24,959,500.00 -34,250.00 FHLMC 3YrNc6MoB 10/29/2018 1.050 5,000,000.00 5,000,000.00 99.37 4,968,300.00 -31,700.00 FHLMC 3YrNc6MoB 10/29/2018 1.050 10,000,000.00 10,000,000.00 99.37 9,936,600.00 -63,400.00 FHLMC 2.5YrNc1YrE 08/24/2018 1.000 5,000,000.00 5,000,000.00 99.62 4,980,850.00 -19,150.00 FHLMC 3YrNc1YrE 03/29/2019 1.300 9,000,000.00 9,000,000.00 99.35 8,941,230.00 -58,770.00 FHLMC 3YrNc1YrE 03/29/2019 1.270 4,000,000.00 4,000,000.00 99.31 3,972,400.00 -27,600.00 FHLMC 3.5YrNc6MoE 10/11/2019 1.500 15,000,000.00 15,000,000.00 99.22 14,883,600.00 -116,400.00 FHLMC 2.25YrNc6MoB 06/29/2018 1.125 5,850,000.00 5,850,000.00 99.68 5,831,397.00 -18,603.00 FHLMC 2YrNc6MoE 07/20/2018 1.000 25,000,000.00 25,000,000.00 99.64 24,910,500.00 -89,500.00 FHLMC 2YrNc6MoE 07/20/2018 .820 10,000,000.00 10,000,000.00 99.54 9,954,400.00 -45,600.00 FHLMC 3YrNc3MoB 07/26/2019 1.250 10,000,000.00 10,000,000.00 99.03 9,903,300.00 -96,700.00 FHLMC 2YrNc3MoB 07/27/2018 1.050 10,000,000.00 10,000,000.00 99.66 9,965,900.00 -34,100.00 FHLMC 3.5YrNc1YrE 02/25/2020 1.250 10,000,000.00 10,000,000.00 98.46 9,846,400.00 -153,600.00 FHLMC 3.5YrNc1YrE 05/08/2020 1.200 15,000,000.00 15,000,000.00 98.16 14,723,850.00 -276,150.00 FHLMC 4YrNc6MoE 11/25/2020 1.370 25,000,000.00 25,000,000.00 98.06 24,514,000.00 -486,000.00 FHLMC 4YrNc1YrE 11/30/2020 1.440 10,000,000.00 10,000,000.00 98.24 9,823,500.00 -176,500.00 FHLMC 1YrNc3MoB 02/26/2018 1.050 21,050,000.00 21,050,000.00 99.95 21,040,106.50 -9,893.50 FHLMC 1Yr 07/20/2018 1.000 9,400,000.00 9,371,800.00 99.61 9,363,622.00 -8,178.00 FHLMC 1YrNc1MoB 05/11/2018 1.000 25,000,000.00 24,953,500.00 99.81 24,953,250.00 -250.00 FHLMC 1.25Yr 09/28/2018 1.050 5,000,000.00 4,982,950.00 99.51 4,975,650.00 -7,300.00 FHLMC 1YrNc1MoB 06/22/2018 1.060 10,000,000.00 9,978,000.00 99.73 9,972,800.00 -5,200.00 FHLMC 1.5YrNc1MoB 01/25/2019 1.350 10,000,000.00 10,000,000.00 99.39 9,939,300.00 -60,700.00 FHLMC 2.25YrNc6MoB 09/27/2019 1.500 6,250,000.00 6,248,750.00 99.03 6,189,375.00 -59,375.00 FHLMC 2YrNc3MoB 07/26/2019 1.600 5,000,000.00 5,000,000.00 99.48 4,973,850.00 -26,150.00 FHLMC 3YrNc3MoB 09/29/2020 1.800 15,000,000.00 15,000,000.00 99.06 14,859,150.00 -140,850.00 FHLMC 2.75Yr 01/17/2020 1.500 25,000,000.00 24,942,750.00 99.05 24,763,500.00 -179,250.00 FHLMC 2.75YrNc2MoB 06/29/2020 1.750 20,000,000.00 19,983,860.00 99.24 19,848,400.00 -135,460.00 FHLMC 2YrNc5MoB 09/27/2019 1.500 20,000,000.00 19,953,600.00 99.23 19,845,000.00 -108,600.00 FHLMC 2YrNc6MoB 09/27/2019 1.500 25,000,000.00 24,942,500.00 99.23 24,806,250.00 -136,250.00 FHLMC 2YrNc8MoE 01/30/2019 .950 20,000,000.00 19,820,000.00 99.02 19,803,800.00 -16,200.00 FHLMC 1.5YrNc5MoE 05/24/2019 1.080 10,000,000.00 9,895,000.00 98.91 9,890,700.00 -4,300.00 1.266 435,550,000.00 434,953,260.00 99.26 432,311,380.50 -2,641,879.50 FHLMC 2YrNc1MoB 10/24/2019 1.250 15,000,000.00 14,973,750.00 99.59 14,937,750.00 -36,000.00 1.250 15,000,000.00 14,973,750.00 99.59 14,937,750.00 -36,000.00 FHLMC 5YrNc6MoB 10/29/2020 1.250 15,000,000.00 15,000,000.00 98.68 14,801,850.00 -198,150.00 FHLMC 5YrNc6MoB 02/26/2021 1.250 10,000,000.00 10,000,000.00 98.90 9,889,500.00 -110,500.00 FHLMC 5YrNc6MoB 02/26/2021 1.250 10,000,000.00 10,000,000.00 99.09 9,909,200.00 -90,800.00 FHLMC 5YrNc3MoB 06/09/2021 1.600 15,000,000.00 15,000,000.00 98.06 14,708,250.00 -291,750.00 FHLMC 5YrNc3MoB 05/25/2021 1.500 20,000,000.00 20,000,000.00 98.03 19,605,400.00 -394,600.00 FHLMC 5YrNc3MoB 06/16/2021 1.625 15,000,000.00 14,997,000.00 98.76 14,814,150.00 -182,850.00 FHLMC 5YrNc3MoB 06/30/2021 1.500 15,000,000.00 15,000,000.00 98.02 14,703,000.00 -297,000.00 FHLMC 5YrNc6MoB 06/30/2021 1.300 15,000,000.00 15,000,000.00 98.24 14,735,400.00 -264,600.00 FHLMC 5YrNc3MoB 06/30/2021 1.500 10,000,000.00 10,000,000.00 97.92 9,792,400.00 -207,600.00 FHLMC 3.5YrNc3MoB 12/30/2019 1.500 15,000,000.00 15,000,000.00 99.74 14,960,400.00 -39,600.00 FHLMC 5YrNc6MoB 07/13/2021 1.250 15,000,000.00 15,000,000.00 99.18 14,876,850.00 -123,150.00 FHLMC 4YrNc6MoB 07/27/2020 1.150 15,000,000.00 15,000,000.00 98.15 14,722,650.00 -277,350.00 FHLMC 5YrNc3MoB 08/10/2021 1.500 15,000,000.00 15,000,000.00 97.90 14,685,300.00 -314,700.00 FHLMC 4YrNc6MoB 08/10/2020 1.150 15,000,000.00 15,000,000.00 98.10 14,714,700.00 -285,300.00 FHLMC 5YrNc3MoB 08/10/2021 1.350 10,000,000.00 10,000,000.00 98.16 9,815,900.00 -184,100.00 FHLMC 5YrNc3MoB 08/25/2021 1.500 15,000,000.00 15,000,000.00 98.10 14,715,450.00 -284,550.00 FHLMC 5YrNc3MoB 08/25/2021 1.500 10,000,000.00 10,000,000.00 97.31 9,731,200.00 -268,800.00 FHLMC 5YrNc3MoB 08/25/2021 1.375 15,000,000.00 15,000,000.00 97.70 14,654,400.00 -345,600.00 FHLMC 4.25YrNc3MoB 12/08/2020 1.250 20,000,000.00 20,000,000.00 98.09 19,618,200.00 -381,800.00 FHLMC 5YrNc6MoB 08/24/2021 1.250 20,000,000.00 20,000,000.00 98.37 19,674,600.00 -325,400.00 LAO 912796NU9 1400: FHLMC-DISC NOTE 912828H94 1310: U.S. TREASURY BOND 9128282K5 912828XA3 CLTR CASH CASH 3134G66M0 3134G8QB8 3134G8TG4 1460: FHLMC-STEP%-Q30/360 3134G8KU2 1175: LAO-SINKING FND-A/360 1300: U.S. TREASURY BILL 912796NQ8 3134G72T7 3134G8QE2 9128282K5 3134G72T7 TMPXX 1080: MGD RATE-A/366 1170: MGD RATE-A/360 3134G8L64 313397TL5 1425: FHLMC-Fxd-S 30/360 3134G7AE1 3134G9Q67 3134G92B2 3134G7S77 3134GAPS7 3134G9JX6 3134G9JW8 TMPXX FIPXX 3134GAYK4 3134G9B55 3134G8L31 1.250 2.872 2.940 3134GAEG5 1.250 3.539 3.649 3134GAEB6 1.500 3.521 3.652 3134G96A0 1.375 3.531 3.652 3134G95W3 1.350 3.499 3.611 3134G9U47 1.500 3.521 3.652 3134G9T23 1.500 3.496 3.611 3134G9S57 1.150 2.551 2.611 3134G9R66 1.250 3.426 3.534 3134G9S40 1.150 2.515 2.573 3134G9XA0 1.500 3.397 3.499 1.500 1.970 1.997 1.500 3.397 3.499 3134G9VA2 1.300 3.411 3.499 3134G9UM7 1.500 3.298 3.400 1.630 3.354 3.460 1.250 3.069 3.159 1.600 3.330 3.441 1.250 2.769 2.830 1.250 3.069 3.159 1.339 1.795 1.814 1.064 1.082 1.362 1.325 1.353 1.339 1.795 1.814 1.809 1.377 1.395 1.780 2.430 2.496 1.621 1.703 1.740 1.734 1.620 1.703 1.740 3134GBTX0 1.800 2.654 2.748 3137EAEE5 1.602 1.991 2.047 3134GBK35 1.509 1.704 1.740 3134GBYS5 1.600 1.533 1.567 3134GBWH1 1.267 .471 .474 3134GAK78 1.350 1.050 1.068 3134G9VF1 1.181 .357 .359 3130A9C90 1.300 .734 .742 3134G9JD0 1.050 .155 .156 3134G9XZ5 1.238 .547 .551 3134G8L98 1.370 2.830 2.9043134GAXZ2 1.440 2.843 2.918 1.250 2.106 2.153 3134GAVF8 1.200 2.309 2.353 3134GABZ6 1.250 1.541 1.567 1.000 .548 1.050 .567 .570 1.125 .490 .493 .551 .820 .548 .551 1.270 1.227 1.241 1.500 1.742 1.778 1.000 .642 .647 1.300 1.227 1.241 1.050 .821 .827 1.050 .821 .827 1.230 .471 .474 1.259 .471 .474 1.133 .146 .148 1.133 .146 .148 1.515 .577 .581 1.196 .555 .562 1.418 1.552 1.581 1.256 .452 .455 1.165 .367 .370 1.428 1.552 1.581 .883 .041 .041 912828UJ7 1.042 .202 .203 912828H37 912828J68 1.115 .909 .915 .883 .085 .085 .920 .125 .126 .990 .084 .085 1.337 .397 .404 1.152 .181 .184 1.524 .615 .625 1.818 1.222 2.458 1.818 1.222 2.458 1.370 .003 .003 1.370 .003 1.370 .003 .003 1.370 .003 .003 .003 1.242 .003 .003 .003 .003 1.242 .003 .003 1.294 .003 .003 .003 .003 1.225 .000 .003 .003 .0031.377 1.365 1.065 .003 .003 1.376 .003 .003 1.023 .003 .003 FGTXX 1.058 .003 .003 GOFXX FRGXX 1.088 .003 .003 1060: MMKT ACCTS-A/366 Month End Portfolio Holdings Fund: 1 POOL FUND Yield To Mat Modified Duration Years To Maturity CUSIP WFFXX WFJXX 3134G9Q75 912828S68 912828XF2 1065: CLTR-A/366 912828UJ7 912828U40 CJPXX 1.354 3134G9NU7 1465: FHLMC-STEP%-S30/360 3134G8V97 3134GBG30 3134GBG30 3134G9C70 3134G9UX3 3134G9UH8 3134G9NH6 COUNTY OF RIVERSIDE TREASURER-TAX COLLECTOR 988 Description Maturity Date Coupon Par Value Book Value Market Price Market Value Unrealized Gain/Loss Month End Portfolio Holdings Yield To Mat Modified Duration Years To Maturity CUSIP FHLMC 5YrNc3MoB 09/13/2021 1.500 16,500,000.00 16,500,000.00 98.09 16,184,685.00 -315,315.00 FHLMC 5YrNc3MoB 09/30/2021 1.500 20,000,000.00 20,000,000.00 97.94 19,587,000.00 -413,000.00 FHLMC 5YrNc6MoB 09/30/2021 1.450 15,000,000.00 15,000,000.00 97.98 14,697,600.00 -302,400.00 FHLMC 5YrNc6MoB 09/30/2021 1.350 15,000,000.00 15,000,000.00 97.76 14,664,600.00 -335,400.00 FHLMC 5YrNc3MoB 10/25/2021 1.375 10,000,000.00 10,000,000.00 97.72 9,772,000.00 -228,000.00 FHLMC 5YrNc3MoB 10/25/2021 1.375 6,705,000.00 6,705,000.00 97.72 6,552,126.00 -152,874.00 FHLMC 5YrNc3MoB 10/27/2020 1.250 10,000,000.00 10,000,000.00 98.46 9,846,400.00 -153,600.00 FHLMC 5YrNc6MoB 10/27/2021 1.400 15,000,000.00 15,000,000.00 97.20 14,579,550.00 -420,450.00 FHLMC 5YrNc6MoB 10/27/2021 1.400 15,000,000.00 15,000,000.00 97.20 14,579,550.00 -420,450.00 FHLMC 5YrNc6MoB 10/28/2021 1.250 10,000,000.00 10,000,000.00 98.99 9,899,400.00 -100,600.00 FHLMC 5YrNc3MoB 10/27/2021 1.500 15,000,000.00 15,000,000.00 97.44 14,615,250.00 -384,750.00 FHLMC 5YrNc3MoB 10/27/2021 1.500 15,000,000.00 15,000,000.00 97.44 14,615,250.00 -384,750.00 FHLMC 5YrNc3MoB 10/27/2021 1.400 10,000,000.00 10,000,000.00 97.32 9,731,700.00 -268,300.00 FHLMC 5YrNc3MoB 11/10/2021 1.550 17,000,000.00 17,000,000.00 97.59 16,589,450.00 -410,550.00 FHLMC 5YrNc3MoB 10/27/2021 1.400 14,000,000.00 14,000,000.00 97.32 13,624,380.00 -375,620.00 FHLMC 5YrNc3MoB 11/30/2021 1.500 4,500,000.00 4,500,000.00 97.46 4,385,655.00 -114,345.00 FHLMC 5YrNc3MoB 11/26/2021 1.550 20,000,000.00 20,000,000.00 97.53 19,506,200.00 -493,800.00 FHLMC 5YrNc3MoB 12/09/2021 1.500 10,000,000.00 10,000,000.00 98.58 9,857,500.00 -142,500.00 FHLMC 5YrNc3MoB 12/09/2021 1.650 20,000,000.00 20,000,000.00 99.10 19,819,800.00 -180,200.00 FHLMC 5YrNc3MoB 12/30/2021 1.900 10,000,000.00 10,000,000.00 98.61 9,860,800.00 -139,200.00 FHLMC 5YrNc3MoB 12/30/2021 1.900 10,000,000.00 10,000,000.00 98.61 9,860,800.00 -139,200.00 FHLMC 3YrNc6MoB 02/24/2020 1.250 20,000,000.00 20,000,000.00 99.99 19,997,000.00 -3,000.00 FHLMC 3.5Yr 10/29/2020 1.250 7,125,000.00 7,108,968.75 98.68 7,030,878.75 -78,090.00 FHLMC 3.5YrNc6MoB 10/27/2020 1.500 15,000,000.00 15,000,000.00 99.88 14,982,000.00 -18,000.00 FHLMC 3YrNc3MoB 04/27/2020 1.500 10,000,000.00 10,000,000.00 99.42 9,942,000.00 -58,000.00 FHLMC 3YrNc3MoB 04/27/2020 1.500 20,000,000.00 20,000,000.00 98.96 19,792,400.00 -207,600.00 FHLMC 3YrNc3MoB 05/22/2020 1.500 10,000,000.00 10,000,000.00 99.35 9,935,100.00 -64,900.00 FHLMC 3YrNc6MoB 05/22/2020 1.600 20,000,000.00 20,000,000.00 99.28 19,855,000.00 -145,000.00 FHLMC 4YrNc6MoB 02/24/2021 1.650 15,000,000.00 15,000,000.00 99.41 14,911,050.00 -88,950.00 FHLMC 3YrNc6MoB 11/24/2020 1.600 15,000,000.00 15,000,000.00 99.36 14,904,600.00 -95,400.00 FHLMC 5YrNc3MoB 06/29/2022 2.050 20,000,000.00 20,000,000.00 99.28 19,855,400.00 -144,600.00 FHLMC 5YrNc6MoB 06/22/2022 2.000 15,000,000.00 15,000,000.00 98.67 14,800,650.00 -199,350.00 FHLMC 5YrNc3MoB 07/05/2022 2.000 20,000,000.00 20,000,000.00 99.22 19,844,200.00 -155,800.00 FHLMC 3.5YrNc3MoB 01/20/2021 1.500 10,000,000.00 10,000,000.00 99.52 9,952,300.00 -47,700.00 FHLMC 5YrNc3MoB 07/27/2022 2.050 20,000,000.00 20,000,000.00 99.01 19,802,000.00 -198,000.00 FHLMC 5YrNc3MoB 07/27/2022 2.100 20,000,000.00 20,000,000.00 99.46 19,891,000.00 -109,000.00 1.515 805,830,000.00 805,810,968.75 98.46 793,454,074.75 -12,356,894.00 FNMA 3.5YrNc6MoB 12/16/2019 1.500 5,000,000.00 5,000,000.00 98.48 4,924,100.00 -75,900.00 FNMA 4YrNc6MoE 07/13/2020 1.350 10,000,000.00 10,000,000.00 98.39 9,839,300.00 -160,700.00 FNMA 3.25YrNc6MoB 09/30/2019 1.250 7,500,000.00 7,500,000.00 98.43 7,382,325.00 -117,675.00 FNMA 2YrNc6MoE 07/27/2018 .800 15,000,000.00 15,000,000.00 99.51 14,926,950.00 -73,050.00 FNMA 3YrNc6MoE 07/26/2019 1.000 10,000,000.00 10,000,000.00 98.69 9,868,500.00 -131,500.00 FNMA 3YrNc6MoE 07/26/2019 1.000 10,000,000.00 10,000,000.00 98.69 9,868,500.00 -131,500.00 FNMA 2.5YrNc6MoE 01/25/2019 .875 7,500,000.00 7,495,350.00 98.99 7,423,950.00 -71,400.00 FNMA 3YrNc1YrE 07/26/2019 1.050 15,000,000.00 15,000,000.00 98.71 14,806,800.00 -193,200.00 FNMA 3.5YrNc1YrE 07/26/2019 1.125 25,000,000.00 25,000,000.00 98.83 24,706,750.00 -293,250.00 FNMA 3Yr 10/24/2019 1.000 10,000,000.00 9,973,200.00 98.37 9,836,900.00 -136,300.00 FNMA 3YrNc6MoB 11/25/2019 1.400 10,000,000.00 10,000,000.00 98.82 9,881,700.00 -118,300.00 FNMA 1YR BULLET 05/21/2018 .875 10,000,000.00 9,968,300.00 99.74 9,973,800.00 5,500.00 FNMA 3Yr 07/30/2020 1.500 10,000,000.00 9,969,700.00 98.76 9,876,300.00 -93,400.00 FNMA 2Yr 08/28/2019 1.500 10,000,000.00 10,019,600.00 99.25 9,925,200.00 -94,400.00 FNMA 2.16Yr2MoB 01/27/2020 1.650 5,000,000.00 4,983,850.00 99.19 4,959,650.00 -24,200.00 FNMA 1.4YrNC5MoB 05/29/2019 1.300 10,000,000.00 9,922,200.00 99.02 9,901,900.00 -20,300.00 FNMA 1.25Yr 02/26/2019 1.000 25,000,000.00 24,770,250.00 99.06 24,763,750.00 -6,500.00 FNMA 2Yr 01/21/2020 1.625 15,000,000.00 14,910,900.00 99.35 14,901,750.00 -9,150.00 FNMA 2.25Yr 03/06/2020 1.750 11,082,000.00 11,042,326.44 99.44 11,019,719.16 -22,607.28 FNMA 4.83Yr 10/05/2022 2.000 15,000,000.00 14,782,200.00 98.75 14,812,650.00 30,450.00 1.252 236,082,000.00 235,337,876.44 98.95 233,600,494.16 -1,737,382.28 FNMA 4.25YrNc6MoB 09/09/2020 1.400 15,000,000.00 15,000,000.00 98.01 14,701,200.00 -298,800.00 1.400 15,000,000.00 15,000,000.00 98.01 14,701,200.00 -298,800.00 FNMA 4YrNc6MoB 03/09/2020 1.300 15,000,000.00 15,000,000.00 99.38 14,907,150.00 -92,850.00 FNMA 4YrNc6MoB 03/30/2020 1.250 10,000,000.00 10,000,000.00 99.96 9,996,000.00 -4,000.00 FNMA 5YrNc6MoB 03/30/2021 1.500 15,000,000.00 15,000,000.00 98.09 14,712,750.00 -287,250.00 FNMA 5YrNc6MoB 06/09/2021 1.550 15,000,000.00 15,000,000.00 98.32 14,747,250.00 -252,750.00 FNMA 4YrNc6MoB 06/30/2020 1.150 20,000,000.00 20,000,000.00 98.51 19,702,800.00 -297,200.00 FNMA 5YrNc6MoB 07/27/2021 1.250 15,000,000.00 15,000,000.00 97.25 14,587,650.00 -412,350.00 FNMA 5YrNc6MoB 07/27/2021 1.250 20,000,000.00 20,000,000.00 97.46 19,492,600.00 -507,400.00 FNMA 4YrNc6MoB 11/24/2020 1.125 15,000,000.00 15,000,000.00 97.76 14,664,150.00 -335,850.00 1.291 125,000,000.00 125,000,000.00 98.25 122,810,350.00 -2,189,650.00 FHLB DISC NOTE 01/12/2018 1.140 20,000,000.00 19,884,100.00 99.96 19,992,177.78 108,077.78 FHLB DISC NOTE 02/09/2018 1.140 5,000,000.00 4,971,183.33 99.86 4,993,066.67 21,883.34 FHLB DISC NOTE 02/21/2018 1.324 10,000,000.00 9,943,074.44 99.82 9,981,866.67 38,792.23 FHLB DISC NOTE 02/21/2018 1.142 15,000,000.00 14,914,611.67 99.82 14,972,800.00 58,188.33 FHLB DISC NOTE 01/23/2018 1.245 42,600,000.00 42,527,810.75 99.92 42,566,677.33 38,866.58 FHLB DISC NOTE 01/17/2018 1.240 20,925,000.00 20,894,007.98 99.94 20,913,096.00 19,088.02 FHLB DISC NOTE 01/17/2018 1.240 50,000,000.00 49,925,944.44 99.94 49,971,555.56 45,611.12 1.222 163,525,000.00 163,060,732.61 99.92 163,391,240.01 330,507.40 FHLB 5YrNc3MoB 06/20/2018 1.250 3,719,720.08 3,719,720.08 99.73 3,709,639.64 -10,080.44 FHLB 2.5YrNc1YrE 09/28/2018 1.100 5,000,000.00 5,000,000.00 99.53 4,976,450.00 -23,550.00 FHLB 5Yr 04/05/2021 1.375 5,000,000.00 4,996,350.00 97.73 4,886,550.00 -109,800.00 FHLB 4Yr 04/06/2020 1.200 10,000,000.00 9,996,000.00 98.23 9,822,900.00 -173,100.00 FHLB 2Yr 08/07/2018 .625 5,000,000.00 4,989,600.00 99.38 4,969,100.00 -20,500.00 FHLB 2Yr 08/07/2018 .625 25,000,000.00 24,948,000.00 99.38 24,845,500.00 -102,500.00 FHLB 2Yr 08/07/2018 .625 10,000,000.00 9,979,200.00 99.38 9,938,200.00 -41,000.00 FHLB 1.5Yr 01/08/2018 .650 15,000,000.00 15,007,200.00 99.99 14,998,950.00 -8,250.00 FHLB 1.5Yr 01/08/2018 .650 10,000,000.00 10,006,200.00 99.99 9,999,300.00 -6,900.00 FHLB 2YrNc1YrE 11/23/2018 1.000 9,500,000.00 9,500,000.00 99.20 9,423,620.00 -76,380.00 FHLB 3Yr 08/05/2019 .875 15,000,000.00 14,971,200.00 98.37 14,756,100.00 -215,100.00 FHLB 2Yr 10/01/2018 .875 10,000,000.00 9,993,200.00 99.34 9,933,500.00 -59,700.00 FHLB 1Yr 02/23/2018 .875 21,540,000.00 21,530,307.00 99.95 21,528,368.40 -1,938.60 FHLB 1.25YrNc6MoB 05/10/2018 1.000 9,500,000.00 9,483,850.00 99.80 9,481,000.00 -2,850.00 FHLB 2.25YrNc2YrE 07/26/2019 1.375 10,000,000.00 9,986,000.00 99.17 9,916,900.00 -69,100.00 FHLB 2Yr 07/12/2019 1.460 10,000,000.00 9,995,400.00 99.34 9,934,000.00 -61,400.00 FHLB 2.75YrNc9MoE 05/22/2020 1.600 5,000,000.00 5,000,000.00 98.86 4,943,100.00 -56,900.00 FHLB 3YrNc1YrE 08/28/2020 2.000 10,000,000.00 10,061,000.00 100.07 10,007,400.00 -53,600.00 FHLB 3YrNc1YrE 08/28/2020 1.650 5,000,000.00 5,000,000.00 98.87 4,943,500.00 -56,500.00 FHLB 2YrNc3MoB 08/28/2019 1.550 5,000,000.00 5,000,000.00 99.22 4,960,950.00 -39,050.00 3130A8PK3 3130A8NZ2 3130AC2C7 3130AAUT3 1565: FNMA-STEP%-S 30/360 3136G3XT7 3136G3ZW8 1700: FHLB-DISC NOTE 3136G3DV4 3136G3PB5 3136G3TG0 1525: FNMA-Fxd-S 30/360 3136G3WC5 3136G3SY2 3135G0A78 3135G0UU5 3136G3XE0 3135G0M26 3135G0T60 3135G0S46 3130A7PV1 3130A8Y72 3130A8WS8 3136G3XS9 3134GBMP4 3136G3A62 3136G3P25 3134GBGB2 313385SW7 3130A7PU3 3134GBYN6 3136G0YK1 3130A8PK3 3130ABRS7 3130ABYZ3 3130ABB21 3130A9AE1 3130A8XH1 3136G3RL1 3134GBTE2 3134GATA2 3134GAYR9 3130ABZE9 3134GAPA6 1.6581.550 1.631 2.660 1.650 2.585 2.660 1.790 2.571 1.483 1.498 1.529 1.600 2.341 2.392 1.154 .354 .356 1.444 1.538 1.567 .908 .744 .751 .920 .147 .148 1.000 .888 .896 .940 1.574 1.595 .618 .022 .022 .608 .022 .022 .726 .596 .600 .726 .596 .600 1.210 2.221 2.266 .726 .596 .600 1.100 .735 .742 1.390 3.168 3.263 1.250 .465 .468 1.242 .046 .047 313385RX6 1.242 1.212 .065 .066 313385RX6 1.247 .062 .063 .046 .047 1.147 .108 .110 1.132 .141 .142 1.132 .141 .142 1.291 2.912 2.990 2.247 1.550 3.441 1.147 .032 .033 1.125 2.840 2.901 1.150 3.333 1.250 3.465 3.573 2.4992.457 1.400 2.632 2.693 1.250 3.465 3.573 1.500 3.153 3.247 1.400 2.632 2.693 2.1891.300 1.250 2.203 1.800 2.013 2.074 1.761 1.135 2.143 1.913 2.117 1.4083136G1MG1 3135G0J53 4.491 4.764 1.423 1.740 1.786 2.181 2.322 1.911 1.996 2.058 1.604 2.505 2.581 1.156 1.833 1.389 1.400 1.633 1.658 1.400 1.866 1.901 1.181 .384 .386 1.125 1.544 1.567 1.091 1.789 1.814 .900 1.055 1.068 1.050 1.546 1.567 1.000 1.547 1.567 3135G0M26 1.000 1.547 1.567 .800 .568 .570 1.350 2.467 2.534 1.250 3.358 3.479 1.721 1.748 1.922 1.9591.500 4.573 2.000 4.252 2.100 4.300 4.573 1.516 2.000 4.258 4.477 4.512 1.500 2.953 3.058 2.050 4.306 1.600 2.816 2.901 3134GBSE3 2.050 4.272 4.496 3134GBSD5 3134GBTD4 2.337 2.392 1.600 2.334 2.392 1.650 3.050 3.153 1.500 1.500 2.268 2.323 3134GBKC5 1.500 2.268 2.323 3134GBHN5 1.327 2.768 2.830 1.500 2.751 2.825 1.900 3.834 4.000 3134GAA87 3134GAA87 3134GAZ49 1.250 2.103 2.151 1.650 3.795 3.942 1.900 3.834 4.000 1.550 3.768 3.907 3134GAYG3 1.500 3.808 3.942 3134GAYF5 1.400 3.700 3.825 3134GATB0 3134GATA2 1.500 3.786 3.9183134GAUA0 1.400 3.700 3.825 1.550 3.723 3.863 1.500 3.692 3.825 1.500 3.692 3.825 1.400 3.700 3.825 3134GARL0 1.250 3.716 3.827 3134GAQV9 1.250 2.759 2.825 3134GAQV9 1.400 3.700 3.825 1.375 3.697 3.8193134GAPM0 3134GAPM0 1.375 3.697 3.819 1.450 3.624 3.751 3134GANB6 1.350 3.633 3.751 3134GAKY9 1.500 3.571 3.704 3134GAET7 1.500 3.620 3.751 3134GADP6 313383EP2 3130A7H57 3135G0WJ8 3134GBWD0 3134GASF2 3135G0R39 3136G4GU1 3134GBWS7 3130AC3J1 3134GASF2 3134GBPJ5 3134G7S77 3136G3BX2 3136G3EH4 3136G3SG1 3135G0T78 1560: FNMA-STEP%-Q 30/360 3134GBYK2 313385SD9 313385RS7 3136G3Y74 313385TJ5 313385TJ5 3130A8NZ2 3130A8PK3 1725: FHLB-Fxd-S 30/360 COUNTY OF RIVERSIDE TREASURER-TAX COLLECTOR 1089 Description Maturity Date Coupon Par Value Book Value Market Price Market Value Unrealized Gain/Loss Month End Portfolio Holdings Yield To Mat Modified Duration Years To Maturity CUSIP FHLB 2Yr 03/08/2019 1.500 10,000,000.00 10,022,300.00 99.59 9,958,900.00 -63,400.00 FHLB 2.5Yr 03/29/2019 1.360 10,000,000.00 10,001,500.00 99.42 9,941,500.00 -60,000.00 FHLB 1.5Yr 02/08/2019 1.350 12,500,000.00 12,491,375.00 99.48 12,435,375.00 -56,000.00 FHLB 1Yr 10/01/2018 .875 50,000,000.00 49,730,692.00 99.34 49,667,500.00 -63,192.00 FHLB 2.5Yr 05/29/2020 1.613 10,000,000.00 9,950,500.00 99.06 9,906,000.00 -44,500.00 FHLB 2.58YrNc1MoB 06/29/2020 1.650 5,350,000.00 5,321,270.50 99.06 5,299,763.50 -21,507.00 FHLB 1.25Yr 03/08/2019 1.500 15,000,000.00 14,950,500.00 99.59 14,938,350.00 -12,150.00 FHLB 8Mo 08/08/2018 .950 15,000,000.00 14,938,650.00 99.58 14,936,400.00 -2,250.00 FHLB 4.5 Yr 06/10/2022 2.125 7,975,000.00 7,955,620.75 99.33 7,921,567.50 -34,053.25 FHLB 9Mo 09/28/2018 1.250 40,000,000.00 39,862,400.00 99.66 39,865,600.00 3,200.00 1.120 375,084,720.08 374,388,035.33 99.40 372,845,984.04 -1,542,051.29 FHLB 3YrNcMoB 08/15/2019 1.375 25,000,000.00 25,000,000.00 99.72 24,930,250.00 -69,750.00 1.375 25,000,000.00 25,000,000.00 99.72 24,930,250.00 -69,750.00 FHLB 5YrNc3MoB 09/30/2021 1.350 15,000,000.00 15,000,000.00 98.25 14,737,650.00 -262,350.00 FHLB 5YrNc3MoB 09/30/2021 1.350 15,000,000.00 15,000,000.00 98.21 14,731,500.00 -268,500.00 FHLB 5YrNc6MoB 12/09/2021 1.600 10,000,000.00 10,000,000.00 98.07 9,807,100.00 -192,900.00 FHLB 5YrNc6MoB 12/09/2021 1.600 10,000,000.00 10,000,000.00 98.07 9,807,100.00 -192,900.00 FHLB 5YrNc1YrB 12/08/2021 1.700 15,000,000.00 15,000,000.00 98.96 14,843,850.00 -156,150.00 FHLB 5YrNc6MoB 07/26/2022 2.000 15,000,000.00 15,000,000.00 99.26 14,888,400.00 -111,600.00 FHLB 5YrNc6MoB 02/09/2022 1.750 20,000,000.00 20,000,000.00 99.32 19,863,400.00 -136,600.00 FHLB 5YrNc3MoB 08/24/2022 2.000 10,000,000.00 10,000,000.00 98.69 9,869,100.00 -130,900.00 FHLB 5YrNc3MoB 08/24/2022 2.000 15,000,000.00 15,000,000.00 98.71 14,806,650.00 -193,350.00 FHLB 5YrNc3MoB 05/24/2022 1.800 20,000,000.00 20,000,000.00 99.39 19,878,000.00 -122,000.00 1.717 145,000,000.00 145,000,000.00 98.78 143,232,750.00 -1,767,250.00 FHLB 4Yr 09/22/2020 1.685 10,000,000.00 10,000,000.00 100.27 10,026,600.00 26,600.00 FHLB 4Yr 09/22/2020 1.685 15,000,000.00 15,000,000.00 100.27 15,039,900.00 39,900.00 FHLB 4Yr 09/28/2020 1.714 10,000,000.00 10,000,000.00 100.34 10,034,100.00 34,100.00 FHLB 4Yr 09/28/2020 1.714 15,000,000.00 15,000,000.00 100.34 15,051,150.00 51,150.00 1.700 50,000,000.00 50,000,000.00 100.30 50,151,750.00 151,750.00 FHLB 3Yr 07/01/2020 1.460 25,000,000.00 25,000,000.00 100.55 25,137,500.00 137,500.00 1.460 25,000,000.00 25,000,000.00 100.55 25,137,500.00 137,500.00 FFCB DISC NOTE 01/24/2018 1.062 25,000,000.00 24,783,333.33 99.92 24,980,250.00 196,916.67 FFCB DISC NOTE 10/24/2018 1.620 20,000,000.00 19,705,700.00 98.64 19,728,000.00 22,300.00 FFCB DISC NOTE 09/05/2018 1.600 25,000,000.00 24,704,444.44 98.91 24,726,750.00 22,305.56 1.413 70,000,000.00 69,193,477.77 99.19 69,435,000.00 241,522.23 FFCB 3YrNc3MoA 10/15/2018 1.110 5,000,000.00 5,000,000.00 99.52 4,976,000.00 -24,000.00 FFCB 3YrNc1YrA 03/29/2019 1.250 10,310,000.00 10,310,000.00 99.22 10,229,582.00 -80,418.00 FFCB 4YrNc1YrA 04/27/2020 1.420 7,700,000.00 7,700,000.00 98.40 7,576,492.00 -123,508.00 FFCB 2.5YrNc3MoA 01/28/2019 1.110 25,000,000.00 25,000,000.00 99.12 24,780,250.00 -219,750.00 FFCB 4YrNc1YrA 08/24/2020 1.320 10,000,000.00 10,000,000.00 98.25 9,825,300.00 -174,700.00 FFCB 4YrNc1YrA 09/21/2020 1.350 10,000,000.00 10,000,000.00 98.04 9,804,400.00 -195,600.00 FFCB 4YrNc1YrA 10/13/2020 1.340 15,000,000.00 15,000,000.00 97.63 14,644,500.00 -355,500.00 FFCB 4YrNc3MoA 11/02/2020 1.380 10,000,000.00 10,000,000.00 97.12 9,711,500.00 -288,500.00 FFCB 4YrNc1YrA 12/07/2020 1.770 10,000,000.00 10,000,000.00 99.10 9,909,800.00 -90,200.00 FFCB 3YrNc1YrE 02/27/2020 1.710 10,000,000.00 10,000,000.00 99.23 9,922,900.00 -77,100.00 FFCB 1.5Yr 11/21/2018 1.250 10,000,000.00 9,987,200.00 99.59 9,958,700.00 -28,500.00 FFCB 1.5Yr 11/21/2018 1.250 10,000,000.00 9,990,000.00 99.59 9,958,700.00 -31,300.00 FFCB 2.5Yr 01/17/2020 1.520 10,000,000.00 10,000,000.00 99.01 9,901,300.00 -98,700.00 FFCB 3Yr 08/10/2020 1.550 5,000,000.00 5,000,000.00 98.75 4,937,700.00 -62,300.00 FFCB 2Yr 08/28/2019 1.400 5,000,000.00 5,000,000.00 99.13 4,956,500.00 -43,500.00 FFCB 2Yr 06/24/2019 1.520 5,000,000.00 5,010,640.00 99.49 4,974,350.00 -36,290.00 FFCB 2Yr 08/28/2019 1.400 10,000,000.00 9,998,000.00 99.13 9,913,000.00 -85,000.00 FFCB 3Yr 03/20/2020 1.450 20,000,000.00 19,970,400.00 98.75 19,749,200.00 -221,200.00 FFCB 3Yr 10/26/2020 1.750 20,000,000.00 19,994,000.00 99.06 19,811,600.00 -182,400.00 FFCB 2Yr 11/06/2019 1.600 25,000,000.00 24,967,247.50 99.37 24,841,750.00 -125,497.50 1.429 233,010,000.00 232,927,487.50 98.87 230,383,524.00 -2,543,963.50 FFCB 5Yr 10/10/2019 1.502 15,000,000.00 15,000,000.00 100.20 15,030,150.00 30,150.00 FFCB 5Yr 10/10/2019 1.502 25,000,000.00 25,000,000.00 100.20 25,050,250.00 50,250.00 FFCB 5Yr 10/10/2019 1.502 10,000,000.00 9,997,560.00 100.20 10,020,100.00 22,540.00 FFCB 2Yr 02/09/2018 1.512 15,000,000.00 15,000,000.00 100.02 15,003,600.00 3,600.00 FFCB 2Yr 02/09/2018 1.512 20,000,000.00 20,000,000.00 100.02 20,004,800.00 4,800.00 FFCB 3Yr 11/23/2018 1.672 10,000,000.00 10,006,056.38 100.19 10,019,100.00 13,043.62 FFCB 3Yr 02/25/2019 1.822 15,000,000.00 15,000,000.00 100.43 15,064,200.00 64,200.00 FFCB 3Yr 02/25/2019 1.822 5,000,000.00 5,000,000.00 100.43 5,021,400.00 21,400.00 FFCB 2.5Yr 09/17/2018 1.486 5,000,000.00 5,000,000.00 100.23 5,011,250.00 11,250.00 FFCB 3 Yr 04/04/2019 1.572 25,000,000.00 25,000,000.00 100.34 25,085,000.00 85,000.00 FFCB 4Yr 04/01/2020 1.596 25,000,000.00 25,000,000.00 100.55 25,137,000.00 137,000.00 FFCB 4Yr 04/13/2020 1.705 50,000,000.00 50,000,000.00 100.57 50,286,500.00 286,500.00 FFCB 5Yr 05/25/2021 1.822 10,000,000.00 10,000,000.00 100.74 10,073,800.00 73,800.00 FFCB 5Yr 05/25/2021 1.822 10,000,000.00 10,000,000.00 100.74 10,073,800.00 73,800.00 FFCB 3Yr 07/15/2019 1.667 5,000,000.00 5,000,000.00 100.38 5,018,800.00 18,800.00 FFCB 3Yr 10/11/2019 1.612 15,000,000.00 15,000,000.00 100.39 15,059,100.00 59,100.00 FFCB 3Yr 10/24/2019 1.732 15,000,000.00 15,000,000.00 100.40 15,059,700.00 59,700.00 FFCB 3Yr 11/14/2019 1.642 15,000,000.00 15,000,000.00 100.39 15,058,050.00 58,050.00 FFCB 3Yr 11/14/2019 1.642 15,000,000.00 15,000,000.00 100.39 15,058,050.00 58,050.00 1.630 305,000,000.00 305,003,616.38 100.37 306,134,650.00 1,131,033.62 FAMCA 1 Yr 05/15/2018 1.250 25,000,000.00 25,000,000.00 99.97 24,991,250.00 -8,750.00 FAMCA 1Yr 05/10/2018 1.150 25,000,000.00 25,000,000.00 99.93 24,983,000.00 -17,000.00 FAMCA 1YrNc6MoB 04/19/2018 1.250 25,000,000.00 25,000,000.00 99.92 24,979,000.00 -21,000.00 FAMCA 1YrNc6MoB 04/19/2018 1.250 25,000,000.00 25,000,000.00 99.92 24,979,000.00 -21,000.00 FAMCA 1YrNc6MoB 04/19/2018 1.250 15,000,000.00 15,000,000.00 99.92 14,987,400.00 -12,600.00 FAMCA 2Yr 08/15/2018 1.250 5,000,000.00 4,996,000.00 99.81 4,990,650.00 -5,350.00 FAMCA 1.25Yr 09/14/2018 1.320 15,000,000.00 15,000,000.00 99.82 14,973,000.00 -27,000.00 FAMCA 2Yr 08/20/2019 1.440 5,000,000.00 4,999,800.00 99.41 4,970,400.00 -29,400.00 FAMCA 2Yr 09/26/2019 1.420 10,000,000.00 10,000,000.00 99.29 9,928,800.00 -71,200.00 FAMCA 1.4Yr 05/15/2019 1.810 10,000,000.00 10,000,000.00 99.86 9,985,900.00 -14,100.00 FAMCA 1.5Yr 06/24/2019 1.860 20,000,000.00 20,000,000.00 99.96 19,992,400.00 -7,600.00 1.356 180,000,000.00 179,995,800.00 99.87 179,760,800.00 -235,000.00 FAMCA 1 Yr 04/03/2018 1.302 50,000,000.00 50,000,000.00 100.05 50,025,500.00 25,500.00 FAMCA 2.5 Yr 06/02/2020 1.512 25,000,000.00 25,063,500.00 100.17 25,042,500.00 -21,000.00 1.372 75,000,000.00 75,063,500.00 100.09 75,068,000.00 4,500.00 FAMCA 3Yr 03/19/2019 1.683 10,000,000.00 10,000,000.00 100.34 10,033,500.00 33,500.00 1950: FMAC-Fxd-S 30/360 3132X0RB9 3132X0RW3 3132X0SB8 3132X0SU6 3133EHNY5 3133EHNY5 1930: FFCB-Var-M A/360 3133EFP84 3133EFT56 3133EFE52 3133EDXQ0 3133EFNK9 3133EFNK9 1770: FHLB-Var-Q A/360 1900: FFCB-DISC NOTE 1925: FFCB-Fxd-S 30/360 313313SE9 1760: FHLB-STEP%-Q 30/360 1765: FHLB-STEP%-S 30/360 3130AA2T4 3130AA2T4 3130AC3D4 3130A9AE1 3130ACBD5 3133782M2 3130A9FU0 3132X0WY3 3132X0A50 3130AA5A2 313313L71 3130AC6H2 3130AC4T8 1965: FMAC-Var-M A/360 3130ACJX3 1975: FMAC-Var-Q A/360 3133EGLV5 3133EGCE3 3132X0SB8 3132X0UT6 3132X0SB8 3133EGCE3 3130A9FM8 3130ABVZ6 3130ABZW9 3130ABQV1 3130ABY34 3132X0WK3 3133EGYA7 3133EGZS7 3133EGF67 .978 1.683 1.302 .255 .255 1.208 1.214 1.409 2.375 2.422 1.337 .962 1.358 .657 .667 1.810 1.347 1.370 1.860 1.453 1.479 .622 1.320 .695 .704 1.420 1.703 1.737 .297 .299 1.250 .297 .299 1.442 1.604 1.636 1.320 .615 .370 1.629 1.150 .354 .356 1.250 .297 .299 1.685 1.693 1.642 1.854 1.871 1.642 1.854 1.814 1.667 1.529 1.871 1.732 1.800 1.822 3.354 3.400 1.537 1.612 1.764 1.596 2.312 2.252 1.778 1.705 2.261 2.285 1.822 3.354 3.400 1.486 .709 .712 1.572 1.251 1.258 .110 1.822 1.144 1.153 1.822 1.144 1.153 1.769 1.775 1.512 .105 .110 1.606 .892 .896 1.512 .105 1.515 1.769 1.775 1.448 1.953 2.002 1.502 1.769 1.775 1.502 1.760 2.731 2.822 1.667 1.808 1.849 1.410 1.634 1.658 3133EHZN6 1.511 2.167 2.219 3133EHWN9 1.400 1.634 1.658 3133EEZ60 1.400 1.459 1.479 3133EHWN9 1.520 1.992 2.047 3133EHUL5 1.550 2.532 2.611 3133EHRK1 1.342 .880 .890 1.322 .880 .890 1.770 2.843 2.937 1.710 2.096 2.159 2.716 2.786 3133EGC94 1.380 2.766 2.841 3133EGXX8 1.077 1.320 2.581 2.649 1.350 2.654 2.726 1.110 1.061 .789 1.250 1.227 1.241 1.420 2.271 2.323 1.110 .782 .679 1.421 .489 .497 1.619 .668 1.049 .065 .066 1.644 .800 .814 2.713 2.501 1.460 2.713 2.501 3130A8NF6 1.460 1.714 2.722 2.745 2.709 2.7371.700 1.685 2.696 2.729 1.714 2.722 2.745 1.685 2.696 2.729 1.800 4.220 4.397 1.718 3.993 4.176 4.309 4.570 2.000 4.386 4.649 4.112 3.751 2.000 4.386 4.649 1.750 3.918 1.700 3.788 3.940 2.000 3.799 3.942 1.600 3.633 3.751 3.799 1.350 3.942 1.600 3.633 1.375 1.607 1.622 1.375 1.607 1.350 1.711 .732 .742 1.622 1.304 1.073 1.095 1.446 .742 .596 .6033130A8WT6 2.182 4.211 4.444313379Q69 1.568 1.861 2.439 2.496 1.766 1.165 1.184 .751 1.813 2.355 2.411 1.241 1.400 1.085 1.107 1.350 1.229 1.351 1.167 1.184 1.250 .367 1.250 3130A8UH4 1.340 313313E61 3133EFHH3 3132X0C41 3132X0QY0 3133EFM61 3133EGVK8 3133EFQJ9 3133EHAJ2 3133EFE52 3130A9DH1 3130A9DA6 1767: FHLB-Var-M A/360 3132X0ED9 3133782M2 3130ABQ25 3133EF5D5 3133EGR49 3133EFV38 3130A9FR7 3130A9FR7 3133EDXQ0 3133EHP98 3133EHJ95 3133EGNY7 3133EGSA4 3133EDXQ0 3133EGF67 3133EF2Z9 3132X0AT8 COUNTY OF RIVERSIDE TREASURER-TAX COLLECTOR 1190 Description Maturity Date Coupon Par Value Book Value Market Price Market Value Unrealized Gain/Loss Month End Portfolio Holdings Yield To Mat Modified Duration Years To Maturity CUSIP FAMCA 3Yr 07/26/2019 1.511 15,000,000.00 15,000,000.00 100.49 15,074,100.00 74,100.00 1.580 25,000,000.00 25,000,000.00 100.43 25,107,600.00 107,600.00 UC REGENTS 02/14/2018 1.350 50,000,000.00 49,872,500.00 99.84 49,917,500.00 45,000.00 UC REGENTS 01/11/2018 1.400 20,000,000.00 19,978,222.22 99.96 19,992,222.22 14,000.00 1.364 70,000,000.00 69,850,722.22 99.87 69,909,722.22 59,000.00 CALIFORNIA STATE 01/04/2018 1.310 15,000,000.00 15,000,000.00 100.00 15,000,000.00 0.00 CALIFORNIA STATE 01/10/2018 1.310 8,000,000.00 8,000,000.00 100.00 8,000,000.00 0.00 1.310 23,000,000.00 23,000,000.00 100.00 23,000,000.00 0.00 CONNECTICUT STATE 08/01/2018 2.250 25,000,000.00 25,613,250.00 102.45 25,613,250.00 0.00 TEXAS STATE 10/01/2019 1.497 5,000,000.00 5,000,000.00 100.00 5,000,000.00 0.00 OHIO STATE 05/01/2018 1.250 9,535,000.00 9,597,549.60 100.66 9,597,549.60 0.00 HAWAII STATE 04/01/2019 1.380 4,990,000.00 4,990,000.00 100.00 4,990,000.00 0.00 HAWAII STATE 04/01/2020 1.660 5,055,000.00 5,055,000.00 100.00 5,055,000.00 0.00 HAWAII STATE 04/01/2018 1.250 4,925,000.00 4,933,569.50 100.17 4,933,569.50 0.00 RHODE ISLAND STATE 05/01/2018 1.250 2,595,000.00 2,607,144.60 100.47 2,607,144.60 0.00 RHODE ISLAND STATE 05/01/2020 1.625 2,660,000.00 2,670,719.80 100.40 2,670,719.80 0.00 RHODE ISLAND STATE 05/01/2019 1.375 2,625,000.00 2,636,838.75 100.45 2,636,838.75 0.00 CALIFORNIA STATE 04/01/2018 .900 41,290,000.00 41,120,711.00 99.59 41,120,711.00 0.00 GEORGIA STATE 07/01/2020 3.000 6,825,000.00 7,254,770.25 106.30 7,254,770.25 0.00 GEORGIA STATE 07/01/2018 3.000 6,345,000.00 6,602,480.10 104.06 6,602,480.10 0.00 GEORGIA STATE 07/01/2019 3.000 6,580,000.00 6,943,874.00 105.53 6,943,874.00 0.00 ARKANSAS STATE 06/01/2018 2.250 12,810,000.00 13,139,473.20 102.57 13,139,473.20 0.00 ARKANSAS STATE 06/01/2019 2.000 13,470,000.00 13,837,192.20 102.73 13,837,192.20 0.00 HAWAII STATE 10/01/2018 1.000 4,870,000.00 4,878,473.80 100.17 4,878,473.80 0.00 HAWAII STATE 10/01/2019 1.151 2,250,000.00 2,253,262.50 100.15 2,253,262.50 0.00 HAWAII STATE 10/01/2020 1.370 2,250,000.00 2,254,320.00 100.19 2,254,320.00 0.00 CALIFORNIA STATE 11/01/2018 1.050 50,000,000.00 50,098,500.00 100.20 50,098,500.00 0.00 OREGON STATE 05/01/2019 1.450 1,830,000.00 1,829,981.70 100.00 1,829,981.70 0.00 OREGON STATE 04/01/2019 1.440 1,750,000.00 1,749,982.50 100.00 1,749,982.50 0.00 OREGON STATE 04/01/2018 1.020 1,735,000.00 1,734,982.65 100.00 1,734,982.65 0.00 OREGON STATE 05/01/2018 1.030 1,560,000.00 1,559,984.40 100.00 1,559,984.40 0.00 CALIFORNIA STATE 04/01/2018 1.248 33,000,000.00 33,000,000.00 100.00 33,000,000.00 0.00 WASHINGTON STATE 08/01/2018 1.350 1,620,000.00 1,620,000.00 100.00 1,620,000.00 0.00 WASHINGTON STATE 08/01/2019 1.500 8,745,000.00 8,738,703.60 99.93 8,738,703.60 0.00 SANTA CLARA COUNTY G.O.08/01/2018 1.650 33,510,000.00 33,510,000.00 100.00 33,510,000.00 0.00 STATE OF CALIFORNIA 04/01/2021 2.625 14,400,000.00 14,688,720.00 102.01 14,688,720.00 0.00 1.568 307,225,000.00 309,919,484.15 100.88 309,919,484.15 0.00 DEXIA (GUARANTEE)01/16/2018 1.300 25,000,000.00 24,808,291.67 99.94 24,984,062.50 175,770.83 NATL SEC CLEARING CORP 01/02/2018 1.300 40,000,000.00 39,721,222.22 100.00 39,998,300.00 277,077.78 APPLE 02/12/2018 1.340 25,000,000.00 24,788,493.06 99.82 24,955,375.00 166,881.94 APPLE 02/12/2018 1.340 25,000,000.00 24,802,347.22 99.82 24,955,375.00 153,027.78 APPLE 02/28/2018 1.330 25,000,000.00 24,823,590.28 99.75 24,938,375.00 114,784.72 NESTLE 02/28/2018 1.190 30,000,000.00 29,811,583.20 99.75 29,926,050.00 114,466.80 NATL SEC CLEARING CORP 02/28/2018 1.300 18,000,000.00 17,877,800.00 99.75 17,955,630.00 77,830.00 NESTLE 03/28/2018 1.280 50,000,000.00 49,626,666.67 99.63 49,814,861.11 188,194.44 NESTLE 04/25/2018 1.220 15,000,000.00 14,879,525.00 99.50 14,924,950.00 45,425.00 APPLE 03/14/2018 1.320 50,000,000.00 49,653,500.00 99.69 49,845,000.00 191,500.00 DEXIA (GUARANTEE)05/07/2018 1.400 30,000,000.00 29,718,833.33 99.44 29,832,000.00 113,166.67 MICROSOFT CORP 03/26/2018 1.290 20,000,000.00 19,860,250.00 99.64 19,927,666.67 67,416.67 MICROSOFT CORP 03/14/2018 1.280 50,000,000.00 49,678,222.22 99.69 49,845,000.00 166,777.78 APPLE 05/09/2018 1.350 35,000,000.00 34,695,500.00 99.43 34,800,888.89 105,388.89 DEXIA (GUARANTEE)06/11/2018 1.500 35,000,000.00 34,617,916.67 99.28 34,749,555.56 131,638.89 GENERAL ELECTRIC 03/30/2018 1.380 50,000,000.00 49,660,750.00 99.62 49,810,555.56 149,805.56 DEXIA (GUARANTEE)07/10/2018 1.520 25,000,000.00 24,719,222.22 99.10 24,775,694.44 56,472.22 TOYOTA MOTOR CORP 01/26/2018 1.280 40,000,000.00 39,859,200.00 99.89 39,957,500.00 98,300.00 NATL SEC CLEARING CORP 01/17/2018 1.250 35,000,000.00 34,891,840.28 99.93 34,976,200.00 84,359.72 TOYOTA MOTOR CORP 02/28/2018 1.330 40,000,000.00 39,812,322.22 99.75 39,901,400.00 89,077.78 TOYOTA MOTOR CORP 01/25/2018 1.270 35,000,000.00 34,895,048.61 99.90 34,964,300.00 69,251.39 NATL SEC CLEARING CORP 05/29/2018 1.400 50,000,000.00 49,593,611.11 99.34 49,671,111.11 77,500.00 MICROSOFT CORP 01/29/2018 1.280 50,000,000.00 49,850,666.67 99.88 49,940,500.00 89,833.33 MICROSOFT CORP 05/22/2018 1.450 50,000,000.00 49,605,277.78 99.37 49,686,666.67 81,388.89 MICROSOFT CORP 01/29/2018 1.280 50,000,000.00 49,852,444.44 99.88 49,940,500.00 88,055.56 TOYOTA MOTOR CORP 05/29/2018 1.550 25,000,000.00 24,787,951.39 99.34 24,835,555.56 47,604.17 TOYOTA MOTOR CORP 01/11/2018 1.320 45,000,000.00 44,914,200.00 99.96 44,980,875.00 66,675.00 NATL SEC CLEARING CORP 01/26/2018 1.310 25,000,000.00 24,949,055.56 99.89 24,973,437.50 24,381.94 NATL SEC CLEARING CORP 01/25/2018 1.310 20,000,000.00 19,959,972.22 99.90 19,979,600.00 19,627.78 DEXIA (GUARANTEE)03/05/2018 1.390 50,000,000.00 49,828,180.56 99.73 49,864,375.00 36,194.44 PROCTER & GAMBLE 02/27/2018 1.350 50,000,000.00 49,846,250.00 99.76 49,878,875.00 32,625.00 TOYOTA MOTOR CORP 07/02/2018 1.660 25,000,000.00 24,761,375.00 99.14 24,785,138.89 23,763.89 DEXIA (GUARANTEE)03/06/2018 1.390 45,000,000.00 44,847,100.00 99.72 44,876,000.00 28,900.00 NATL SEC CLEARING CORP 01/25/2018 1.340 20,000,000.00 19,966,500.00 99.90 19,979,600.00 13,100.00 APPLE 05/22/2018 1.480 30,000,000.00 29,800,200.00 99.37 29,812,000.00 11,800.00 MICROSOFT CORP 02/14/2018 1.370 50,000,000.00 49,878,222.22 99.81 49,906,500.00 28,277.78 PROCTER & GAMBLE 02/27/2018 1.370 50,000,000.00 49,853,486.11 99.76 49,878,875.00 25,388.89 WAL-MART STORES INC 01/08/2018 1.390 50,000,000.00 49,953,666.67 99.97 49,985,125.00 31,458.33 EXXON MOBIL 01/04/2018 1.400 73,000,000.00 72,963,094.44 99.99 72,990,692.50 27,598.06 ARCHER DANIELS MIDLAND 01/10/2018 1.470 50,000,000.00 49,971,416.67 99.96 49,980,875.00 9,458.33 NATL SEC CLEARING CORP 01/12/2018 1.500 20,000,000.00 19,986,666.67 99.95 19,990,650.00 3,983.33 TOYOTA MOTOR CORP 01/09/2018 1.410 18,000,000.00 17,990,835.00 99.97 17,993,880.00 3,045.00 EXXON MOBIL 01/11/2018 1.390 25,000,000.00 24,987,451.39 99.96 24,989,375.00 1,923.61 1.361 1,569,000,000.00 1,561,349,748.77 99.73 1,564,758,946.96 3,409,198.19 APPLE 05/03/2018 1.000 20,000,000.00 19,940,200.00 99.75 19,950,600.00 10,400.00 WAL-MART 04/11/2018 1.125 21,875,000.00 21,846,781.25 99.98 21,869,531.25 22,750.00 APPLE 05/03/2018 1.000 6,000,000.00 5,983,560.00 99.75 5,985,180.00 1,620.00 WAL-MART 04/11/2018 1.125 6,000,000.00 5,991,780.00 99.98 5,998,500.00 6,720.00 APPLE 05/03/2018 1.000 10,000,000.00 9,970,000.00 99.75 9,975,300.00 5,300.00 APPLE 05/03/2018 1.000 5,000,000.00 4,983,750.00 99.75 4,987,650.00 3,900.00 WAL-MART 04/11/2018 1.125 2,262,000.00 2,258,878.44 99.98 2,261,434.50 2,556.06 APPLE 05/03/2018 1.000 27,920,000.00 27,858,296.80 99.75 27,851,037.60 -7,259.20 APPLE 05/03/2018 1.000 5,113,000.00 5,100,984.45 99.75 5,100,370.89 -613.56 APPLE 05/03/2018 1.000 5,038,000.00 5,026,966.78 99.75 5,025,556.14 -1,410.64 APPLE 05/03/2018 1.000 5,000,000.00 4,989,150.00 99.75 4,987,650.00 -1,500.00 APPLE 05/03/2018 1.000 10,000,000.00 9,979,400.00 99.75 9,975,300.00 -4,100.00 APPLE 05/03/2018 1.000 6,210,000.00 6,197,207.40 99.75 6,194,661.30 -2,546.10 1.029 130,418,000.00 130,126,955.12 99.80 130,162,771.68 35,816.56 TORONTO DOMINION 02/20/2018 1.400 40,000,000.00 40,000,000.00 100.00 40,000,000.00 0.00 4500: NCD-Mat A/360 89113XBZ6 1.400 .138 .140 037833AJ9 1.531 .334 .337 1.355 .321 .323 037833AJ9 1.530 .334 .337 037833AJ9 1.531 .334 .337 037833AJ9 1.510 .334 .337 037833AJ9 1.531 .334 .337 89233HA95 30229BAB3 3130: CORP-Fxd-S 30/360 037833AJ9 037833AJ9 037833AJ9 931142DF7 3020: COMMERCIAL PAPER 25214PBZ5 89233HAS3 89233HAB0 63763QAS6 89233HEV2 59515NCS0 64105HCU4 63763QAH0 419792NE2 419792NF9 882723A33 13068CCG8 20772JL34 76222RUL4 419792ND4 041042ZT2 3733845L6 76222RUM2 1.306 .275 .277 1.356 .334 .337 .335 .337 1.396 .334 .337 037833AJ9 931142DF7 1.290 1.264 63763QAR8 89233HG24 63763QAC1 25214PCP6 74271UBT6 03785EEN0 30229BA49 03948HAA9 2300: MUNIS-ZERO CPN-Mat 419792JH0 419792JF4 2301: MUNIS CP-Mat A/365-6 25215C3M1 93974DV21 13063DAA6 13063C4V9 1.501 .032 .033 1.401 .011 .011 .027.0271.471 .159 1.391 .022 59515NBE2 74271UBT6 1.374 93114FA87 .122 .1231.373 801546PC0 64105HDR0 03785ECE2 13063DAC2 .330 68609BYC5 1.45068609BXK8 1.319 2.682 .950 .584 .2481.248 1.313 1.332 2.753 1.541 1.553 1.584 1.350 .577 .248 .836.827 1.030 .584 93974DV39 1.230 1.249 68609BYB7 1.021 .249 .332 1.441 .249 .911 .744 .751 1.101 1.723 1.751 .416 1.452 1.499 2.381 2.501 1.024 1.395 1.416 1.110 .493 .840 .414 3733845J1 .930 1.370 1.511 13068CCL7 1.380 1.310 3132X0EV9 91411UBE4 2350: MUNIS-S 30/360 .499 1.220 1.520 2.276 2.334 1.127 .248 .249 1.315 1.332 1.160 .248 .249 1.010 .330 .332 1.231 1.249 1.660 2.191 2.252 1.497 1.715 1.751 .940 .330 .332 .017 1.398 .574 .584 .011 .011 1.310 .027 .027 1.310 .017 .096 .0961.367 .122 .123 1.402 .030 .030 1.353 1.553 1.567 1.580 1.415 1.426 .044 .867 .577 2.011 3.087 1.246 3.252 1.650 .162 03785EBC7 1.341 .116 .118 .118 68609BXJ1 63763QA23 03785EBC7 .159 91411UAB1 .005 1.341 1.309 .005 03785EBU7 .888 1.290 .235 .238 .162 1.339 1.300 .043 .116 64105HBU5 63763QBU0 1.198 .160 .162 1.309 .159 .233 1.230 .311 .315 1.329 .197 .200 .197 .200 1.362 .348 .353 1.413 .343 .348 1.299 .230 .437 .444 36960MCW1 1.389 .240 .244 .162 1.537 .515 .523 1.285 .070 .071 .068 .068 1.411 .402 .408 1.254 .046 .047 1.336 .159 .079 1.563 .402 .408 1.284 .078 .079 1.462 .383 .389 .030 1.313 .070 .071 .068 1.395 .173 .175 1.395 .176 .178 1.342 .068 .068 1.490 1.323 .383 .157 .1591.354 .389 1.676 .493 .501 1.274 1.517 1.288 13063CP79 041042ZS4 .157 59515NEN9 59515NAV5 .068 .030 .078 25214PCT8 63763QAR8 1.284 1.313 .022 .025 1.391 .030 .030 1.367 .169 .171 1.411 .024 037833AJ9 1.280 .335 .337 .275 .277 931142DF7 1.255 .275 .277 1.261 .335 .337 677522HW7 25214PA29 419792JG2 76222RUK6 3733845K8 89233HAR5 25214PBD4 59515NCE1 03785EE91 59515NAV5 63763QEV5 89233HBU7 COUNTY OF RIVERSIDE TREASURER-TAX COLLECTOR 1291 Description Maturity Date Coupon Par Value Book Value Market Price Market Value Unrealized Gain/Loss Month End Portfolio Holdings Yield To Mat Modified Duration Years To Maturity CUSIP TORONTO DOMINION 05/29/2018 1.450 50,000,000.00 50,000,000.00 100.00 50,000,000.00 0.00 AUSTRALIA NZ BK GRP 05/18/2018 1.370 35,000,000.00 35,000,000.00 100.00 35,000,000.00 0.00 AUSTRALIA NZ BK GRP 04/05/2018 1.350 50,000,000.00 50,000,000.00 100.00 50,000,000.00 0.00 NORDEA BK 05/07/2018 1.480 25,000,000.00 25,000,000.00 100.00 25,000,000.00 0.00 NORDEA BK 07/18/2018 1.520 25,000,000.00 25,000,000.00 100.00 25,000,000.00 0.00 NORDEA BK 01/26/2018 1.290 50,000,000.00 50,000,000.00 100.00 50,000,000.00 0.00 NORDEA BK 03/14/2018 1.400 35,000,000.00 35,000,000.00 100.00 35,000,000.00 0.00 TORONTO DOMINION 01/25/2018 1.360 15,000,000.00 15,000,000.00 100.00 15,000,000.00 0.00 NATIONAL AUSTRALIAN BANK 02/14/2018 1.320 50,000,000.00 50,000,000.00 100.00 50,000,000.00 0.00 NORDEA BK 02/02/2018 1.300 40,000,000.00 40,000,000.00 100.00 40,000,000.00 0.00 NATIONAL AUSTRALIAN BANK 08/02/2018 1.610 35,000,000.00 35,000,000.00 100.00 35,000,000.00 0.00 WELLS FARGO BK NA 06/08/2018 1.610 25,000,000.00 25,000,000.00 100.00 25,000,000.00 0.00 TORONTO DOMINION 01/17/2018 1.380 25,000,000.00 25,000,000.00 100.00 25,000,000.00 0.00 SWEDBANK AB 06/04/2018 1.600 40,000,000.00 40,000,000.00 100.00 40,000,000.00 0.00 SWEDBANK AB 06/05/2018 1.620 40,000,000.00 40,000,000.00 100.00 40,000,000.00 0.00 TORONTO DOMINION 07/05/2018 1.700 25,000,000.00 25,000,000.00 100.00 25,000,000.00 0.00 SWEDBANK AB 02/14/2018 1.350 50,000,000.00 50,000,000.00 100.00 50,000,000.00 0.00 NORDEA BK 07/10/2018 1.700 20,000,000.00 20,000,000.00 100.00 20,000,000.00 0.00 SWEDBANK AB 06/20/2018 1.620 25,000,000.00 25,000,000.00 100.00 25,000,000.00 0.00 NORDEA BK 09/11/2018 1.740 20,000,000.00 20,000,000.00 100.00 20,000,000.00 0.00 TORONTO DOMINION 09/18/2018 1.900 30,000,000.00 30,000,000.00 100.00 30,000,000.00 0.00 TORONTO DOMINION 01/16/2018 1.520 30,000,000.00 30,000,000.00 100.00 30,000,000.00 0.00 SWEDBANK AB 01/05/2018 1.330 70,000,000.00 70,000,000.00 100.00 70,000,000.00 0.00 1.466 850,000,000.00 850,000,000.00 100.00 850,000,000.00 0.00 WELLS FARGO BANK NA 05/25/2018 1.366 25,000,000.00 25,000,000.00 100.00 25,000,000.00 0.00 1.366 25,000,000.00 25,000,000.00 100.00 25,000,000.00 0.00 1.371 7,724,856,740.38 7,714,635,653.16 99.61 7,694,737,199.78 -19,898,453.38 1.371 7,724,856,740.38 7,714,635,653.16 99.61 7,694,737,199.78 -19,898,453.38Grand Total 1.392 .983 1.009 1.366 .399 .397 Total Fund 1.392 .983 1.009 4541: NCD-VAR-M A/360 94989RSY5 1.366 .399 .397 87019VAU1 1.330 .014 .014 1.466 .280 .284 89113XSU9 1.900 .701 .715 89113XSV7 1.520 .043 .044 87019U7M5 1.620 .461 .468 65590AQE9 1.740 .684 .696 87019U7G8 1.350 .122 .123 65590APV2 1.700 .514 .523 87019U7D5 1.620 .420 .427 89113XQR8 1.700 .501 .510 89113XNY6 1.380 .046 .047 87019U7B9 1.600 .418 .425 63253TM21 1.610 .577 .586 94989RSZ2 1.610 .428 .436 63253TL89 1.320 .122 .123 65590ANL6 1.300 .089 .090 65590ANE2 1.400 .197 .200 89113XLG7 1.360 .068 .068 65590AMZ6 1.520 .537 .545 65590ANC6 1.290 .070 .071 05252WMM2 1.350 .257 .260 65590AMW3 1.480 .343 .348 89113XFV1 1.450 .402 .408 05252WMN0 1.370 .373 .378 COUNTY OF RIVERSIDE TREASURER-TAX COLLECTOR 1392 COUNTY OF RIVERSIDE TREASURER-TAX COLLECTOR The Mission Inn, Downtown Riverside. Digital Image. The Mission Inn. http://www.missioninn.com/about-en.html. 93 COUNTY OF RIVERSIDE TREASURER-TAX COLLECTOR CAPITAL MARKETS COUNTY ADMINISTRATIVE CENTER 4080 LEMON STREET, 4TH FLOOR, RIVERSIDE, CA 92502-2205 WWW.COUNTYTREASURER.ORG 94 AGENDA ITEM 8 Agenda Item 8 RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: February 26, 2018 TO: Budget and Implementation Committee FROM: Theresia Trevino, Chief Financial Officer THROUGH: John Standiford, Deputy Executive Director SUBJECT: Proposed Policy Goals and Objectives for Fiscal Year 2018/19 Budget STAFF RECOMMENDATION: This item is for the Committee to: 1) Review and approve the proposed Commission Policy Goals and Objectives for the Fiscal Year 2018/19 Budget; 2) Review and approve the Fiscal Accountability Policies for the FY 2018/19 Budget; and 3) Forward to the Commission for final action. BACKGROUND INFORMATION: The initial step in the budget process is to develop policy goals and objectives for the next fiscal year that are consistent with the Commission’s overall strategic direction. Most importantly, the adoption of the Commission Policy Goals and Objectives and Fiscal Accountability Policies for the annual fiscal year budget provides an opportunity to match the Commission’s spending priorities in a manner that implements the promises made to the citizens of the county of Riverside in the Measure A Expenditure Plan and fulfills other Commission responsibilities. The Commission is driven by four core objectives for the people of Riverside County and the transportation system upon, which they rely: • Quality of life; • Operational excellence; • Connecting the economy; and • Responsible partner. Additionally, the fiscal accountability policies that promote fiduciary responsibility and organizational excellence are summarized in six categories: • Financial planning; • Revenues; • Expenditures/expenses; • Debt management; 95 Agenda Item 8 • Cash management; and • Accounting and financial reporting. The Commission Policy Goals and Objectives will be linked to the individual department goals and objectives included in the FY 2018/19 Budget, and the fiscal accountability policies will guide the development and monitoring of the FY 2018/19 Budget. Attachment: Proposed Commission Policy Goals and Objectives and Fiscal Accountability Policies for FY 2018/19 Budget 96 COMMISSION POLICY GOALS AND OBJECTIVES FOR FY 2018/19 BUDGET 97 Commission Policy Goals and Objectives The Commission is driven by four core objectives for the people of Riverside County and the transportation system upon which they rely:  Quality of Life RCTC is focused on improving life for the people of Riverside County and empowering them to live life at their pace. • Choice: RCTC empowers the residents of Riverside County to choose how to safely get to where they are going. • Environmental Stewardship: RCTC protects and preserves the County’s environment for our residents. • Mobility: RCTC provides access, equity, and choice in transportation; RCTC is a mobility partner. • Access: RCTC projects are the connection to employment, schools, community institutions, parks, medical facilities and shopping in the community. • Goods Movement: RCTC facilitates the funding and delivery of projects that mitigate the impact of increased goods movement flow through Riverside County.  Operational Excellence RCTC is a responsible and conservative steward of taxpayer dollars. • State of Good Repair: RCTC invests in road safety and maintenance in its residents’ neighborhoods. • Promises Fulfilled: Projects are completed on-time, on-budget; RCTC delivers on its promises as a steward of Riverside County residents’ investment. • Innovation: Program and project delivery innovations drive results, savings, and greater economic opportunities for Riverside County residents. • Information: RCTC operations are transparent; customers get fast, timely, quality service.  Connecting the Economy RCTC is a driver of economic growth in Riverside County. • Workforce Mobility: RCTC improves the economy by creating a robust workforce to workplace system; RCTC helps moves the economy of Riverside County. • Population Growth: Since 1976, RCTC has been responsible for connecting our County’s economy as the County’s population has quadrupled from 550,000 to 2.3 million today. • Economic Impact: $2.8 billion has been invested in the County’s economy thanks to Measure A, which has a multiplier impact in terms of jobs and economic opportunity throughout Riverside County.  Responsible Partner RCTC partners with local, regional, and state governments to deliver road and rail projects. • Streets and Roads: RCTC invests in local priorities for maintaining streets and roads and fixing potholes. • Transit: RCTC is a partner with transit operators to provide residents mobility choices, flexibility, intercity and intercounty connectivity, and access. • Active Transportation Facilities: RCTC is a partner with agencies within the County to promote active transportation alternatives, including the building of regional trails and bicycle and pedestrian facilities in accordance with local general master and active transportation plans. • Grants: RCTC is a steward of state and federal grants to improve our communities. • Local Measure A Value: RCTC invests Measure A dollars into projects and programs that benefit local communities throughout the County. 98 FISCAL ACCOUNTABILITY POLICIES FOR FY 2018/19 BUDGET 99 Fiscal Accountability Policies As the steward of local, state, and federal resources, RCTC maintains financial policies that promote fiduciary responsibility and organizational excellence.  Financial Planning • Balanced Budget: RCTC adopts an annual budget in which operating and capital expenditures and other financing uses are equal to or less than identified revenues and other financing sources as well as available fund balances. • Administration: Administrative costs, including salaries and benefits, are funded by allocations from local and state sources and toll operations. o Administrative salaries and benefits cannot exceed 1% of Measure A sales tax revenues. o Administrative costs will not exceed 4% of Measure A sales tax revenues (inclusive of the 1% salary limitation). • Retirement Benefits: RCTC will contribute 100% of the annual requirement related to its proportionate share of the net pension liability and to the postretirement health care benefits. • Capital Projects: Multi-year capital projects will be consistent with the strategic plan and budgeted by fiscal year, based on best available estimates. • Reserves: RCTC establishes and maintains reserves in accordance with Measure A and TDA policies as well as debt agreements.  Revenues • Sales Tax: RCTC prepares annual and mid-year revised revenue projections to ensure use of current and relevant data; staff may adjust amounts during the budget process to reflect the most current economic trends. • Tolls: RCTC adopted policies that establish congestion pricing in order to optimize throughput on toll facilities while generating revenue to meet all financial commitments: o Debt issued to construct or repair any portion of the toll facility, payment of debt service, and satisfaction of other covenants and obligations related to indebtedness of the toll facility, including applicable reserves; o Development, maintenance, repair, rehabilitation, improvement, reconstruction, administration, and operation of the toll facilities, including toll collection and enforcement and applicable reserves; and o Projects within the corridor from which the revenue was generated. • Funding Sources: RCTC uses local funding sources to maximize federal and state funding of projects. • Sale of Properties: Proceeds from the disposition of excess properties owned by RCTC are returned to the programs that provided the funding sources for the property acquisition.  Expenditures/Expenses • Priorities: RCTC reviews established priorities for planning and programming of capital projects annually. • Accountability: Actual expenditures/expenses are compared to the budget on at least a quarterly basis, and significant deviations are appropriately noted, explained, and justified. • Procurement: RCTC ensures competitive, transparent, objective, and fair procurement selection processes in accordance with policies adopted on December 13, 2017. • Capital and Intangible Assets: RCTC records capital and intangible assets at historical costs, estimated historical costs if purchased or constructed, or estimated fair value at date of donation; they are maintained in a state of good repair and safeguarded from misuse and misappropriation. o Infrastructure, which title will be vested with Caltrans or other governmental agency, generally are not capitalized. 100 o Capital and intangible assets are depreciated or amortized over the estimated useful life or service concession term.  Debt Management • Debt Limitation: Outstanding sales tax revenue debt cannot exceed $975 million, in accordance with Measure K approved by a majority of the voters in November 2010; RCTC can issue toll-supported debt for specific highway projects based on amounts authorized by the Commission. • Management: RCTC maintains and updates the Debt Management Policy, as adopted on September 14, 2016, and Interest Rate Swap Policy, as adopted July 12, 2006, for matters related to sales tax revenue and toll-supported indebtedness. • Coverage: RCTC maintains debt coverage ratios of 2.0x on all senior sales tax revenue debt and 1.3x on all toll-supported debt. • Issuance: RCTC issues debt be for major capital projects including engineering, right of way, construction, and design-build; RCTC will not finance operating requirements except for initial toll operations. Costs of issuance, including the standard underwriter’s discount, will not exceed 2% unless specifically authorized. • Maturity: All sales tax revenue debt must mature prior to the termination of 2009 Measure A on June 30, 2039; all toll-supported debt must mature prior to the expiration of toll facility agreements.  Cash Management • Management: RCTC invests funds in order of priority (safety, liquidity, and yield) in accordance with the Investment Policy, adopted on December 13, 2017, or debt agreements. • Receipts: Where possible, RCTC encourages receipt of funds by wire transfer to its accounts. • Payments: RCTC makes cash disbursements to local jurisdictions and vendors/consultants in a timely manner. • Operating Balances: RCTC maintains amounts in the bank operating account at the amount necessary to meet monthly expenditures/expenses.  Accounting and Financial Reporting • Accounting System: RCTC maintains an ERP system that integrates project and toll operations accounting needs and improves accounting efficiency. • Reporting: RCTC issues a Comprehensive Annual Financial Report (CAFR); separate financial reports for the LTF, STA, Proposition 1B Rehabilitation and Security Project Accounts, Senate Bill 1 (SB1) State of Good Repair (SGR) Program, Low Carbon Transit Operations Program (LCTOP), and toll operations; and the State Controller’s Transportation Planning Agency Financial Transactions Report and Government Compensation in California Report. • Audits: An independent accounting firm conducts an annual audit of the Commission’s accounting books and records; RCTC obtains audits of Measure A and TDA funding recipients for compliance and other matters in a timely manner. 101 Theresia Trevino Chief Financial Officer Commission Goals and Fiscal Policies FY 2018/19 Budget Budget Development FY 2018/19 Budget Commission Goals and Policies •Workshop •Core goals and objectives •Guiding fiscal policies Department Goals and Objectives •Specific to department or program •Correlate to core goals and objectives Budget Development and Adoption •Public hearings open in May •Adopt budget by June 15th Commission Goals & Objectives FY 2018/19 Budget Quality of Life •Choice •Environmental Stewardship •Mobility •Access •Goods Movement Operational Excellence •State of Good Repair •Promises Fulfilled •Innovation •Information Connecting the Economy •Workforce Mobility •Population Growth •Economic Impact Responsible Partner •Streets and Roads •Transit •Active Transportation •Grants •Local Measure A Value Guiding Fiscal Policies FY 2018/19 Budget Financial planning Cash management Revenues Debt management Expenditures/expenses Accounting and reporting Next Steps FY 2018/19 Budget Final Budget May 21 –B&I continues public hearing and reviews proposed budget June 13 –Commission closes public hearing and adopts budget Draft Proposed Budget April 23 –B&I reviews Executive Summary May 9 –Commission opens public hearing and reviews Executive Summary Development of Budget Departmental budgets, including linkage to Commission goals and objectives Compilation and review of budgets consistent with fiscal policies AGENDA ITEM 9 COMMISSIONERS: PLEASE GIVE SPECIAL ATTENTION TO THE BOLD PARAGRAPH IN THIS AGENDA ITEM. Agenda Item 9 RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: February 26, 2018 TO: Budget and Implementation Committee FROM: Theresia Trevino, Chief Financial Officer THROUGH: John Standiford, Deputy Executive Director SUBJECT: Refinancing of 2009 Series B and C Sales Tax Revenue Bonds and Termination of Swap STAFF RECOMMENDATION: This item is for the Committee to: 1) Receive and file the presentation regarding the refinancing of the 2009 Series B and C Sales Tax Revenue Variable Rate Demand Bonds (2009 B&C Bonds) with the issuance of the 2018 Series A Sales Tax Revenue Refunding Bonds (2018 Refunding Bonds) and termination of the Bank of America, N.A. (BANA) swap; 2) Approve the termination of the interest rate swap with BANA in the currently outstanding notional amount of $70.8 million at an estimated termination cost of approximately $7.4 million (as of February 14, 2018 market conditions); 3) Approve the refunding of the 2009 B&C Bonds, currently outstanding in the amount of $70.8 million which is integrated with the BANA swap; 4) Adopt Resolution No. 18-002, “Resolution Authorizing the Issuance and Sale of Not to Exceed $70,800,000 Aggregate Principal Amount of Riverside County Transportation Commission Sales Tax Revenue Refunding Bonds (Limited Tax Bonds) in One or More Series, the Refunding of Outstanding Bonds, the Execution and Delivery of a Ninth Supplemental Indenture, a Purchase Contract, an Official Statement and a Continuing Disclosure Agreement, and the Taking of All Other Actions Necessary in Connection Therewith”; 5) Approve the proposed form of the Official Statement for the issuance of not to exceed $70.8 million in 2018 Refunding Bonds and authorize the Executive Director to approve and execute the printing and distribution of the final Official Statement; 6) Approve the proposed form of the Continuing Disclosure Agreement related to the 2018 Refunding Bonds, by and 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 proposed form of the Ninth Supplemental Indenture for the 2018 Refunding Bonds, by and 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 Ninth Supplemental Indenture; 102 Agenda Item 9 8) Approve the proposed form of the Bond Purchase Agreement between the Riverside County Transportation Commission and Merrill Lynch, Pierce, Fenner & Smith Incorporated (BofAML), as Underwriter Representative acting on behalf of itself and Goldman, Sachs & Co. (Goldman), (collectively the Underwriters), for the 2018 Refunding Bonds and authorize the Chief Financial Officer to approve and execute the final Bond Purchase Agreement; 9) Approve the estimated costs of issuance, including estimated underwriter’s discount, of $517,000 to be paid from the bond proceeds; 10) Approve Agreement No. 04-19-029-12, Amendment No. 12 to Agreement No. 04-19-029-00, with Fieldman Rolapp & Associates, Inc. (Fieldman) for financial advisory services related to the issuance of the 2018 Refunding Bonds and the termination of the BANA swap for an additional amount not to exceed $67,500; 11) Approve Agreement No. 05-19-510-14, Amendment No. 14 to Agreement No. 05-19-510-00, with Orrick, Herrington, & Sutcliffe LLP (Orrick) for bond counsel services related to the issuance of the 2018 Refunding Bonds and the termination of the BANA swap for an additional amount of $115,000 and a total amount not to exceed $2,965,000; 12) Approve Agreement No. 09-19-072-12, Amendment No. 12 to Agreement No. 09-19-072-00, with Norton Rose Fulbright US LLP (Norton Rose) for disclosure counsel services related to the issuance of the 2018 Refunding Bonds and the termination of the BANA swap for an additional amount of $45,000 and a total amount not to exceed $857,600; 13) Approve adjustments to the FY 2017/18 budget in the amounts of $74,930,000 to increase sources related to the issuance of refunding bonds and $78,763,000 to increase uses related to the use of the refunding bond proceeds; and 14) Forward to the Commission for final action. BACKGROUND INFORMATION: At its December meeting, the Commission approved the advance refunding of a portion of the outstanding sales tax revenue bonds as a result of tax reform legislation that would, among other changes, no longer permit advance refundings of tax-exempt municipal debt after December 2017. On December 28, the Commission completed the issuance of $392.7 million of 2017 Series B Sales Tax Revenue Refunding Bonds (2017 Refunding Bonds) in order to advance refund $410.1 million of a portion of sales tax revenue bonds issued in 2010 and 2013. The result was $52 million in Measure A funds that will be available to the Commission through 2039 for critical transportation improvements in Riverside County rather than used for debt service. The net present value savings of $40 million was 9.74 percent of the principal amount of debt refunded, much higher than the 3 percent target required by the Commission’s debt policy adopted in September 2016. 103 Agenda Item 9 Following the advance refunding in December, the outstanding debt secured by Measure A sales tax revenues consists of the following: Description Final Maturity Amount Outstanding 2005 Commercial Paper Series A Notes1 June 2039 $ 0 2009 Series B and C Variable Rate Bonds (Tax-Exempt) June 2029 70,800,000 2010 Series B Bonds (Taxable Build America Bonds) June 2039 112,370,000 2013 Series A Bonds (Tax-Exempt) June 2039 89,755,000 2016 Series A Refunding Bonds (Tax-Exempt) June 2029 73,240,000 2017 Series A Bonds (Tax-Exempt) June 2039 158,760,000 2017 Series B Refunding Bonds (Tax-Exempt) June 2029 392,730,000 $ 897,655,000 1Currently authorized to be issued up to a maximum par amount of $60 million President Trump signed the tax reform legislation known as the Tax Cuts and Jobs Act (Act) on December 22. The Act included a cut in the corporate tax rate from 35 percent to 21 percent beginning in 2018. While the municipal bond market is still adjusting for the new tax reforms, tax-exempt yields are expected to move higher relative to taxable yields to compensate for the lower after tax value of holding tax-exempt investments due to the lower corporate tax rate. An increase in tax-exempt yields exposes the Commission to some risks related to its variable rate debt and related swap as discussed in the following section. Commission’s Variable Rate Debt and Interest Rate Swaps History In 2006, due to the uncertainty of future interest rates in connection with anticipated long-term debt issuances related to the 2009 Measure A, staff in consultation with Fieldman recommended an interest rate swap strategy to insulate the Commission’s 2009 Measure A financing program against future interest rate volatility. Other transportation agencies, such as the San Diego Association of Governments and Contra Costa Transportation Authority also pursued similar strategies. The Commission wanted to achieve a greater level of interest rate stability when it made this business decision; it was not a bet on the direction of future interest rates. While the swap has worked as intended, a swap transaction and the underlying variable rate bonds are complex and involve risks such as tax, basis (potential mismatch between rate indexes over time), rollover, liquidity, termination, counterparty or credit, and interest rate. The Commission understood these risks when it approved the swap strategy and realized it might need to have mitigation strategies available should one or more of the risks materialize in the future. A chronological overview of the implementation of the swap strategy and subsequent variable rate sales tax revenue financings is presented below. 104 Agenda Item 9 July 2006 Commission authorized the execution of swap transaction documents with counterparties. August 2006 Commission awarded forward-starting interest rate swap agreements to BANA and Lehman Brothers Derivative Products, Inc. (LBDP) for $100 million and $85 million, respectively, to become effective on October 1, 2009. The Commission anticipated issuance of at least $185 million of variable rate long-term debt in 2009 (following the start of the 2009 Measure A) to refinance outstanding commercial paper. The Commission established the commercial paper program in March 2005 in order to advance 2009 Measure A project development. Under the swap terms, the Commission receives 67 percent of one month LIBOR (generally equivalent to the rate on floating rate bonds at the time) and pays 3.679 percent to the swap counterparty on the outstanding, or notional, amount. May 2008 Commission authorized the issuance of bonds to refinance outstanding commercial paper. June 2008 Commission issued $126.4 million of 2008 Bonds with the intent to refinance them with a bond issuance in October 2009. The 2008 Bonds were issued with a June 1, 2029 final maturity but were subject to mandatory tender on December 1, 2009. September 2008 Lehman Brothers Holdings (Lehman) filed for bankruptcy as a result of credit crisis. Under the terms of the LBDP swap, Lehman’s bankruptcy was a “trigger event” resulting in an early termination of the swap agreement. In accordance with the swap agreements and based on the fall in interest rates between August 2006 and September 2008, the Commission made a $3.45 million termination payment to LBDP. Commission authorized the Executive Director to enter into a replacement interest rate swap agreement. The Commission executed an agreement with Deutsche Bank (DB) at a fixed interest rate of 3.206 percent. October 2009 Commission issued $185 million of 2009 Bonds in three series: A, B, and C. The bond proceeds refinanced the 2008 Bonds and $53.7 million of outstanding commercial paper. The 2009 Bonds were integrated with the interest rate swaps that became effective in October 2009, thereby creating synthetic fixed rate debt. May 2016 Moody’s Investors Service (Moody’s) lowered DB’s long-term rating to Baa2, resulting in a termination event under the swap agreement. This downgrade was the second downgrade by Moody’s in 2016. July 2016 DB did not assign the swap to another qualified counterparty, and the Commission gave notice to DB to reserve its rights to terminate the swap. September 2016 Commission terminated the DB swap and negotiated a $10.3 million termination settlement payment. October 2016 Commission issued $76.1 million of 2016 Refunding Bonds at a fixed interest rate to refund Series A of the 2009 Bonds, finance the swap termination payment, refund all outstanding commercial paper, and pay costs of issuance. Since issuance in 2009, repayment of each series of the 2009 Bonds has been secured by a separate standby bond purchase agreement (SBPA) with a bank as a liquidity facility and remarketed on a weekly basis by remarketing agents. The current SBPAs for the 2009 B&C Bonds were obtained from Bank of Tokyo-Mitsubishi UFJ, Ltd., acting through its New York Branch, and expire in March 2019. The current remarketing agent is Barclays Capital for the 2009 B&C Bonds. As noted earlier, the 2009 B&C Bonds issued at a variable interest rate are integrated with the interest rate swap to create synthetic fixed rate debt, as illustrated in the graphic: 105 Agenda Item 9 The variable rate on the bonds corresponds to the SIFMA rate and is based on the weekly remarketings by Barclays Capital; the floating rate on the payment received from the swap counterparty is based on 67 percent of LIBOR. • The SIFMA Municipal Swap rate is the Securities Industry and Financial Markets Association 7-day high-grade market index comprised of tax-exempt variable rate debt obligations reset rates that are reported to the Municipal Securities Rule Making Board’s reporting system. • The London interbank offered rate, or LIBOR, is a global taxable bond benchmark based on estimates of interbank lending rates. Since LIBOR represents taxable rates, it historically has been a higher rate than that payable on tax-exempt debt. The floating rate received under the swap was set at 67 percent of LIBOR to approximate tax-exempt rates based on historical models correlating LIBOR and SIFMA. In 2017 it was announced that LIBOR will be phased out by the end of 2021 because there wasn’t sufficient meaningful data to maintain the benchmark; however, a replacement has not been identified creating uncertainty regarding LIBOR-based swap rates and resulting in increased volatility. The goal of the two transactions is the netting out of the variable rate paid on the bonds and the floating rate received — leaving the Commission essentially with a fixed rate payment to create synthetic fixed rate debt in addition to liquidity and remarketing fees. Tax reform may impact prior assumptions about the correlation between LIBOR and SIFMA and tend to cause the variable rate on the bonds to exceed the floating rate received under the swap. A swap is a derivative instrument that hedges identified financial risks, and if the derivative instrument is determined to be effective in reducing the identified exposure, hedge accounting provides that the changes in the fair value of the swap is reported in the government’s statement 106 Agenda Item 9 of net position. In connection with the preparation of the Commission’s annual financial statements, staff has obtained a swap valuation report from Fieldman to determine the effectiveness of the swap. Since implementation of the swap strategy and issuance of variable rate bonds, the analysis indicated that the swap has been effective as a hedging instrument. Additionally, the Commission has disclosed the credit risk, interest rate risk, basis risk, and termination risk in the financial statements. The table below summarizes the average annual performance of the synthetic fixed rate debt related to the BANA swap for each year. In past years, the Commission unfortunately experienced termination risk in connection with Lehman’s bankruptcy and credit and termination risks as a result of DB’s rating downgrades. Now the Commission faces unforeseen tax and basis risks anticipated from recent federal tax reform. • With corporate tax rates decreasing from 35 percent to 21 percent (tax risk), the value to corporations (a majority of the purchasers of the bonds) of holding tax-exempt debt would decrease and they will require a higher tax-exempt rate to compensate. • The municipal bond market expects that tax-exempt rates will increase and the difference or spread between tax-exempt and taxable rates will get tighter. As a result, the Commission may be paying more to the bondholders of the 2009 B&C Bonds than the 67 percent of LIBOR that it receives from BANA under the swap (i.e., basis risk). In the above table, basis risk is quantified as “RCTC basis differential Cost (Gain).” The Commission will also be exposed to credit risk of BANA and liquidity providers, as well as renewal risk considering that the SBPAs expire in March 2019 and will need to be extended or replaced if the proposed refinancing does not occur. The future of LIBOR is uncertain, and the implication on LIBOR rates in the long run is unknown. Refunding Plan The proposed 2018 Refunding Bonds are fixed rate bonds with maturities through June 2029 to match the final maturity of the outstanding 2009 B&C Bonds. The issuance of the refunding bonds is not considered a complex transaction requiring significant financial development and modeling. Staff recommends a negotiated debt sales process rather than a competitive bid process, as permitted in the Commission’s debt policy, in order to realize some efficiencies based on the recent refunding transaction and due to the swap termination negotiation process. 6/30/2010 6/30/2011 6/30/2012 6/30/2013 6/30/2014 6/30/2015 6/30/2016 6/30/2017 RCTC receives 67% of LIBOR (floating rate) RCTC pays SIFMA to bondholders (floating rate) RCTC basis differential Cost (Gain) RCTC pays counterparty (fixed rate) RCTC pays liquidity & remarketing fees (fixed cost) RCTC net cost of funds for year 4.7495% 5.0990% 4.6640% 4.5700% 4.5230% 4.1832% 4.1856% 4.3192% 3.6790%3.6790%3.6790% 1.0125%1.3500%1.00500%0.8900%0.8900%0.5793%0.4975%0.4975% 3.6790%3.6790%3.6790%3.6790%3.6790% 0.2400%0.1400%0.1430%0.0650%0.0409% -0.0460%0.0580%0.0700%-0.0200%0.0010% 0.1770%0.1700%0.1600%0.1420%0.1110% 0.2350% -0.0751%0.0091%0.1427% 0.1160%0.1116%0.5020% 0.1207%0.6447% 107 Agenda Item 9 Staff recommends the selection of BofAML and Goldman, from the Commission’s pool of qualified underwriters established in April 2015, to participate in a negotiated debt sales process. These two firms have participated as senior managing underwriters in recent Commission financings and provide frequent market updates and refunding overviews. Due to the modest size of the proposed transaction, a larger group of underwriters would not yield additional benefits to the Commission in terms of selling the bonds. Fieldman prepared a cash flow analysis (Attachment 1) comparing the projected debt service on the existing bonds, including SBPA and remarketing fees, and the issuance of the 2018 Refunding Bonds at fixed interest rates. The projected refinancing, which incorporates an estimated termination cost of approximately $7.4 million as of February 14, 2018, results in a net present value savings of approximately $49,000, or 0.07 percent of the refunded bonds and a $6 million reduction in the amount of the outstanding sales tax revenue bonds from $70.8 million to $64,760,000. The reduction in the outstanding bonds amounts includes application of an estimated $3.8 million of debt service funds withheld by the trustee from monthly Measure A receipts as of financial close. These results will vary depending on the specific market conditions at the bond sale date. Changes in the LIBOR swap curve will result in changes in the swap termination value until the swap is officially terminated. The projected net present value savings percentage of this refunding is lower than the debt management policy threshold of 3 percent of the par value of the refunded bonds. As permitted by the debt management policy, the Commission may approve the refinancing at a lower savings level based on proper justification. Staff submits the justification that the refinancing will eliminate the risks posed by maintaining the existing swap and 2009 B&C Bonds, including liquidity and remarketing costs, as a result of tax reform, at little or no net cost, and potentially a small gain. Staff and Fieldman have commenced negotiations with BANA to achieve the lowest termination cost to the Commission. Due to the specialized nature of interest rate swaps, staff recommends that the Commission engage a firm with extensive swap experience to ensure the termination settlement is based on a fair market level based on independently verified information. In connection with the termination of the DB swap and issuance of refunding bonds in 2016, Riverside Risk, which is based in New York and serves clients across various industries across the world, provided similar services. Due to the time-sensitive nature of a swap termination and issuance of refunding bonds, staff recommended a sole source award to Riverside Risk for swap advisory services in the amount of $41,000, and an agreement was executed using the Executive Director’s single signature authority. The financing team that participated in the development of this proposed refunding plan and related documents is comprised of the following key members: 108 Agenda Item 9 • Financial Advisor: Fieldman • Underwriters: BofAML and Goldman • Bond Counsel: Orrick • Disclosure Counsel: Norton Rose • General Counsel: Best Best & Krieger LLP • Trustee: US Bank • Rating Agencies: Fitch Ratings and S&P Global Ratings • Swap Advisor: Riverside Risk Advisor Draft documents for the issuance of the 2018 Refunding Bonds were submitted to the rating agencies in order to obtain updated long-term debt ratings on the Commission’s sales tax revenue debt prior to the March 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 March 15 following Commission approval, and the sale of bonds is scheduled for the week of March 26. The swap termination cost negotiations are expected to conclude on or prior to the sale of the 2018 Refunding Bonds. Closing of this financing transaction is expected on April 12. The drafts of the documents for the proposed 2018 Refunding Bonds are attached for the Commission’s adoption or approval consist of the following: • Resolution No. 18-002 (draft) authorizing the issuance and sale of not to exceed $70.8 million aggregate principal amount of Riverside County Transportation Commission sales tax revenue refunding bonds (limited tax bonds) in one or more series, the refunding of outstanding bonds, the execution and delivery of a ninth supplemental indenture, a purchase contract, an official statement, and a continuing disclosure agreement; and the taking of all other actions necessary in connection with this transaction (Attachment 2); • Preliminary Official Statement (draft) for the 2018 Refunding Bonds (Attachment 3); • Continuing Disclosure Agreement (draft) between the Commission and the dissemination agent for the 2018 Refunding Bonds (Attachment 4); • Ninth Supplemental Indenture (draft) between the Commission and the trustee regarding the terms and conditions of the issuance of the 2018 Refunding Bonds (Attachment 5); and • Bond Purchase Agreement (draft) between the Commission and the underwriters regarding the purchase of the 2018 Bonds (Attachment 6). Additionally, staff recommends approval of the estimated costs of issuance of $385,000 for the 2018 Refunding Bonds, as well as the execution of related agreements or amendments to agreements as the issuance of refunding bonds was not anticipated in the FY 2017/18 budget and/or there is not sufficient capacity in existing agreements for the additional fees. The costs of issuance, which exclude the underwriters’ discount of approximately $134,000, are summarized as follows: 109 Agenda Item 9 Role/Purpose Amount Bond counsel $ 115,000 Disclosure counsel 45,000 General counsel 20,000 Financial advisor 67,500 Swap advisor 41,000 Trustee 6,000 Rating agencies 67,000 Dissemination agent 2,500 Publication and printing 2,200 Other and contingency 18,800 Total $ 385,000 As part of the action to authorize the issuance of the 2018 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 2018 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. The Commissioners serving on the Board as the governing body of the issuer of the 2018 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. Required State Disclosures Senate Bill 450 (SB450) was signed by the Governor in October 2017. For bonds with a term greater than 13 months, SB450 requires the governing body to obtain and disclose certain information in a public meeting. The information needs to come from a good faith estimate from an underwriter, financial adviser or private lender. The required information, as defined in SB450, is disclosed below and can be found in the analysis (Attachment 1) provided by Fieldman, the Commission’s financial advisor, as a good faith estimate, assuming the 2018 Refunding Bonds are sold based on market interest rates prevailing at the time of preparation of this information, including anticipated original issuance premium. 110 Agenda Item 9 Required Information Amount Attachment 1 Page True interest cost of the bonds 2.389% 2 Finance charge of the bonds (sum of all fees and charges paid to third parties) $519,359 1 Amount of proceeds received by Commission less the finance charge and any reserves or capitalized interest $74,929,026 1 Total payment amount (sum of all debt service payments through the final maturity plus any amount of the finance charge not paid from proceeds of the bonds) $86,003,228 9 Fiscal Impact Staff recommends budget adjustments of $74,930,000 to increase the budget for debt proceeds, $78,243,000 to increase the budgets for debt service related to the payment to escrow agent for the refunded bonds and the swap termination cost, and $520,000 to increase the budgets for costs of issuance and professional services. Financial Information In Fiscal Year Budget: No Year: FY 2017/18 Amount: $74,930,000 (proceeds) $70,800,000 (debt service) $7,443,000 (swap cost) $520,000 (issuance costs) Source of Funds: Measure A sales tax revenue refunding bonds Budget Adjustment: Yes GL/Project Accounting No.: 309-31-59101 $64,760,000 (refunding bond proceeds) 309-31-59103 $10,170,000 (premium from bond proceeds 309-31-96101 $70,800,000 (payment to escrow agent for refunded bonds) 309-31-96103 $135,000 (costs of issuance related to underwriter’s discount) 309-31-65XXX $385,000 (costs of issuance related to professional services) 309-19-97201 $7,443,000 (swap termination payment) Fiscal Procedures Approved: Date: 02/16/2018 Attachments: Posted on the Commission Website 1) 2018 Refinancing Sources and Uses of Funds Analysis as of February 14, 2018 2) Resolution No. 18-002 (draft) 3) Official Statement (draft) 4) Continuing Disclosure Agreement (draft) 5) Ninth Supplemental Indenture (draft) 6) Bond Purchase Agreement (draft) 7) Orrick Agreement No. 05-19-510-14 (draft) 8) Norton Rose Agreement No. 09-19-072-12 (draft) 9) Fieldman Agreement No. 04-19-029-12 (draft) 111 Feb 15, 2018 9:32 am Prepared by Fieldman Rolapp & Associates (Finance 8.000 RCTC:ZZZ-REFUND99,REFUND99) Page 1 SOURCES AND USES OF FUNDS 2018 Refunding of 2009 Bonds & Swap Termination Consolidated Refunding Dated Date 04/12/2018 Delivery Date 04/12/2018 Sources: Bond Proceeds: Par Amount 64,760,000.00 Premium 10,169,026.15 74,929,026.15 Other Sources of Funds: Debt Service on Hand - Series B 2,491,666.67 Debt Service on Hand - Series C 1,341,666.67 3,833,333.34 78,762,359.49 Uses: Project Fund Deposits: Swap Termination Value 7,443,000.00 Refunding Escrow Deposits: Cash Deposit 70,800,000.00 Delivery Date Expenses: Cost of Issuance 385,000.00 Underwriter's Discount 131,830.77 516,830.77 Other Uses of Funds: Additional Proceeds 2,528.72 78,762,359.49 ATTACHMENT 1 Feb 15, 2018 9:32 am Prepared by Fieldman Rolapp & Associates (Finance 8.000 RCTC:ZZZ-REFUND99,REFUND99) Page 2 SUMMARY OF REFUNDING RESULTS 2018 Refunding of 2009 Bonds & Swap Termination Consolidated Refunding Dated Date 04/12/2018 Delivery Date 04/12/2018 Arbitrage yield 2.358405% Escrow yield 0.000000% Value of Negative Arbitrage Bond Par Amount 64,760,000.00 True Interest Cost 2.389369% Effective Interest Cost 2.358405% Net Interest Cost 2.637554% All-In TIC 2.480239% Average Coupon 5.000000% Average Life 6.561 Weighted Average Maturity 6.711 Duration 5.753 Par amount of refunded bonds 70,800,000.00 Average coupon of refunded bonds 1.256100% Average life of refunded bonds 6.152 Remaining weighted average maturity of refunded bonds 6.152 PV of prior debt to 04/12/2018 @ 2.358405% 66,472,783.69 Net PV Savings 48,805.73 Percentage savings of refunded bonds 0.068935% Percentage savings of refunding bonds 0.075364% Feb 15, 2018 9:32 am Prepared by Fieldman Rolapp & Associates (Finance 8.000 RCTC:ZZZ-REFUND99,REFUND99) Page 3 SUMMARY OF BONDS REFUNDED 2018 Refunding of 2009 Bonds & Swap Termination Consolidated Refunding Maturity Interest Par Call Call Bond Date Rate Amount Date Price Actual 2009 VRDBs Series B (Swap Flow Method), 0_2009B: SERIESB 06/01/2018 1.256% 2,990,000.00 04/12/2018 100.000 06/01/2019 1.256% 3,120,000.00 04/12/2018 100.000 06/01/2020 1.256% 3,250,000.00 04/12/2018 100.000 06/01/2021 1.256% 3,380,000.00 04/12/2018 100.000 06/01/2022 1.256% 3,575,000.00 04/12/2018 100.000 06/01/2023 1.256% 3,705,000.00 04/12/2018 100.000 06/01/2024 1.256% 3,900,000.00 04/12/2018 100.000 06/01/2025 1.256% 4,030,000.00 04/12/2018 100.000 06/01/2026 1.256% 4,225,000.00 04/12/2018 100.000 06/01/2027 1.256% 4,420,000.00 04/12/2018 100.000 06/01/2028 1.256% 4,615,000.00 04/12/2018 100.000 06/01/2029 1.256% 4,810,000.00 04/12/2018 100.000 46,020,000.00 Actual 2009 VRDBs Series C (Swap Flow Method), 0_2009C: SERIESC 06/01/2018 1.256% 1,610,000.00 04/12/2018 100.000 06/01/2019 1.256% 1,680,000.00 04/12/2018 100.000 06/01/2020 1.256% 1,750,000.00 04/12/2018 100.000 06/01/2021 1.256% 1,820,000.00 04/12/2018 100.000 06/01/2022 1.256% 1,925,000.00 04/12/2018 100.000 06/01/2023 1.256% 1,995,000.00 04/12/2018 100.000 06/01/2024 1.256% 2,100,000.00 04/12/2018 100.000 06/01/2025 1.256% 2,170,000.00 04/12/2018 100.000 06/01/2026 1.256% 2,275,000.00 04/12/2018 100.000 06/01/2027 1.256% 2,380,000.00 04/12/2018 100.000 06/01/2028 1.256% 2,485,000.00 04/12/2018 100.000 06/01/2029 1.256% 2,590,000.00 04/12/2018 100.000 24,780,000.00 70,800,000.00 Feb 15, 2018 9:32 am Prepared by Fieldman Rolapp & Associates (Finance 8.000 RCTC:ZZZ-REFUND99,REFUND99) Page 4 PRIOR BOND DEBT SERVICE 2018 Refunding of 2009 Bonds & Swap Termination Consolidated Refunding Period Bond Total Ending Principal Coupon Interest Debt Service Balance Bond Value 06/01/2018 4,600,000 1.2561% 121,046.18 4,721,046.18 66,200,000 66,200,000 06/01/2019 4,800,000 1.2561% 831,538.20 5,631,538.20 61,400,000 61,400,000 06/01/2020 5,000,000 1.2561% 771,245.40 5,771,245.40 56,400,000 56,400,000 06/01/2021 5,200,000 1.2561% 708,440.52 5,908,440.52 51,200,000 51,200,000 06/01/2022 5,500,000 1.2561% 643,123.20 6,143,123.20 45,700,000 45,700,000 06/01/2023 5,700,000 1.2561% 574,037.76 6,274,037.76 40,000,000 40,000,000 06/01/2024 6,000,000 1.2561% 502,440.00 6,502,440.00 34,000,000 34,000,000 06/01/2025 6,200,000 1.2561% 427,074.12 6,627,074.12 27,800,000 27,800,000 06/01/2026 6,500,000 1.2561% 349,195.80 6,849,195.80 21,300,000 21,300,000 06/01/2027 6,800,000 1.2561% 267,549.24 7,067,549.24 14,500,000 14,500,000 06/01/2028 7,100,000 1.2561% 182,134.56 7,282,134.56 7,400,000 7,400,000 06/01/2029 7,400,000 1.2561% 92,951.40 7,492,951.40 70,800,000 5,470,776.38 76,270,776.38 Feb 15, 2018 9:32 am Prepared by Fieldman Rolapp & Associates (Finance 8.000 RCTC:ZZZ-REFUND99,REFUND99) Page 5 SAVINGS 2018 Refunding of 2009 Bonds & Swap Termination Consolidated Refunding Present Value Prior Prior Prior Prior Refunding to 04/12/2018 Date Debt Service Adjustments Receipts Net Cash Flow Debt Service Savings @ 2.3584048% 06/01/2018 4,721,046.18 299,815.80 3,833,333.34 1,187,528.64 1,050,727.78 136,800.86 124,354.97 06/01/2019 5,631,538.20 2,059,614.44 7,691,152.64 7,722,500.00 -31,347.36 -19,091.01 06/01/2020 5,771,245.40 1,910,276.84 7,681,522.24 7,721,750.00 -40,227.76 -27,943.16 06/01/2021 5,908,440.52 1,754,716.72 7,663,157.24 7,724,750.00 -61,592.76 -47,998.75 06/01/2022 6,143,123.20 1,592,934.32 7,736,057.52 7,720,750.00 15,307.52 22,053.76 06/01/2023 6,274,037.76 1,421,818.40 7,695,856.16 7,724,500.00 -28,643.84 -18,314.38 06/01/2024 6,502,440.00 1,244,480.08 7,746,920.08 7,725,000.00 21,920.08 25,014.48 06/01/2025 6,627,074.12 1,057,808.00 7,684,882.12 7,721,750.00 -36,867.88 -26,208.39 06/01/2026 6,849,195.80 864,913.64 7,714,109.44 7,724,250.00 -10,140.56 -4,413.85 06/01/2027 7,067,549.24 662,685.56 7,730,234.80 7,721,500.00 8,734.80 10,007.15 06/01/2028 7,282,134.56 451,124.00 7,733,258.56 7,723,000.00 10,258.56 10,044.51 06/01/2029 7,492,951.40 230,228.84 7,723,180.24 7,722,750.00 430.24 1,300.40 76,270,776.38 13,550,416.64 3,833,333.34 85,987,859.68 86,003,227.78 -15,368.10 48,805.73 Savings Summary PV of savings from cash flow 48,805.73 Net PV Savings 48,805.73 Feb 15, 2018 9:32 am Prepared by Fieldman Rolapp & Associates (Finance 8.000 RCTC:ZZZ-REFUND99,REFUND99) Page 6 BOND SUMMARY STATISTICS 2018 Refunding of 2009 Bonds & Swap Termination Consolidated Refunding Dated Date 04/12/2018 Delivery Date 04/12/2018 First Coupon 06/01/2018 Last Maturity 06/01/2029 Arbitrage Yield 2.358405% True Interest Cost (TIC) 2.389369% Net Interest Cost (NIC) 2.637554% All-In TIC 2.480239% Average Coupon 5.000000% Average Life (years) 6.561 Duration of Issue (years) 5.753 Par Amount 64,760,000.00 Bond Proceeds 74,929,026.15 Total Interest 21,243,227.78 Net Interest 11,206,032.40 Total Debt Service 86,003,227.78 Maximum Annual Debt Service 7,725,000.00 Average Annual Debt Service 7,722,913.94 Underwriter's Fees (per $1000) Average Takedown 1.444429 Other Fee 0.591253 Total Underwriter's Discount 2.035682 Bid Price 115.499066 Par Average Average PV of 1 bp Bond Component Value Price Coupon Life Duration change Bond Component 64,760,000.00 115.703 5.000% 6.561 5.756 42,311.50 64,760,000.00 6.561 42,311.50 All-In Arbitrage TIC TIC Yield Par Value 64,760,000.00 64,760,000.00 64,760,000.00 + Accrued Interest + Premium (Discount) 10,169,026.15 10,169,026.15 10,169,026.15 - Underwriter's Discount -131,830.77 -131,830.77 - Cost of Issuance Expense -385,000.00 - Other Amounts Target Value 74,797,195.38 74,412,195.38 74,929,026.15 Target Date 04/12/2018 04/12/2018 04/12/2018 Yield 2.389369% 2.480239% 2.358405% Feb 15, 2018 9:32 am Prepared by Fieldman Rolapp & Associates (Finance 8.000 RCTC:ZZZ-REFUND99,REFUND99) Page 7 BOND PRICING 2018 Refunding of 2009 Bonds & Swap Termination Consolidated Refunding Maturity Premium Bond Component Date Amount Rate Yield Price (-Discount) Takedown Bond Component: 06/01/2018 610,000 5.000% 1.200% 100.513 3,129.30 1.000 06/01/2019 4,515,000 5.000% 1.350% 104.099 185,069.85 1.000 06/01/2020 4,740,000 5.000% 1.520% 107.285 345,309.00 1.000 06/01/2021 4,980,000 5.000% 1.690% 110.066 501,286.80 1.250 06/01/2022 5,225,000 5.000% 1.840% 112.527 654,535.75 1.250 06/01/2023 5,490,000 5.000% 2.010% 114.519 797,093.10 1.250 06/01/2024 5,765,000 5.000% 2.130% 116.423 946,785.95 1.500 06/01/2025 6,050,000 5.000% 2.270% 117.889 1,082,284.50 1.500 06/01/2026 6,355,000 5.000% 2.400% 119.110 1,214,440.50 1.500 06/01/2027 6,670,000 5.000% 2.510% 120.213 1,348,207.10 1.750 06/01/2028 7,005,000 5.000% 2.600% 121.261 1,489,333.05 1.750 06/01/2029 7,355,000 5.000% 2.720% 121.775 1,601,551.25 1.750 64,760,000 10,169,026.15 Dated Date 04/12/2018 Delivery Date 04/12/2018 First Coupon 06/01/2018 Par Amount 64,760,000.00 Premium 10,169,026.15 Production 74,929,026.15 115.702635% Underwriter's Discount -131,830.77 -0.203568% Purchase Price 74,797,195.38 115.499066% Accrued Interest Net Proceeds 74,797,195.38 Feb 15, 2018 9:32 am Prepared by Fieldman Rolapp & Associates (Finance 8.000 RCTC:ZZZ-REFUND99,REFUND99) Page 8 BOND DEBT SERVICE 2018 Refunding of 2009 Bonds & Swap Termination Consolidated Refunding Period Bond Total Ending Principal Coupon Interest Debt Service Balance Bond Value 06/01/2018 610,000 5.000% 440,727.78 1,050,727.78 64,150,000 64,150,000 06/01/2019 4,515,000 5.000% 3,207,500.00 7,722,500.00 59,635,000 59,635,000 06/01/2020 4,740,000 5.000% 2,981,750.00 7,721,750.00 54,895,000 54,895,000 06/01/2021 4,980,000 5.000% 2,744,750.00 7,724,750.00 49,915,000 49,915,000 06/01/2022 5,225,000 5.000% 2,495,750.00 7,720,750.00 44,690,000 44,690,000 06/01/2023 5,490,000 5.000% 2,234,500.00 7,724,500.00 39,200,000 39,200,000 06/01/2024 5,765,000 5.000% 1,960,000.00 7,725,000.00 33,435,000 33,435,000 06/01/2025 6,050,000 5.000% 1,671,750.00 7,721,750.00 27,385,000 27,385,000 06/01/2026 6,355,000 5.000% 1,369,250.00 7,724,250.00 21,030,000 21,030,000 06/01/2027 6,670,000 5.000% 1,051,500.00 7,721,500.00 14,360,000 14,360,000 06/01/2028 7,005,000 5.000% 718,000.00 7,723,000.00 7,355,000 7,355,000 06/01/2029 7,355,000 5.000% 367,750.00 7,722,750.00 64,760,000 21,243,227.78 86,003,227.78 Feb 15, 2018 9:32 am Prepared by Fieldman Rolapp & Associates (Finance 8.000 RCTC:ZZZ-REFUND99,REFUND99) Page 9 NET DEBT SERVICE 2018 Refunding of 2009 Bonds & Swap Termination Consolidated Refunding Period Total Net Ending Principal Coupon Interest Debt Service Debt Service 06/01/2018 610,000 5.000% 440,727.78 1,050,727.78 1,050,727.78 06/01/2019 4,515,000 5.000% 3,207,500.00 7,722,500.00 7,722,500.00 06/01/2020 4,740,000 5.000% 2,981,750.00 7,721,750.00 7,721,750.00 06/01/2021 4,980,000 5.000% 2,744,750.00 7,724,750.00 7,724,750.00 06/01/2022 5,225,000 5.000% 2,495,750.00 7,720,750.00 7,720,750.00 06/01/2023 5,490,000 5.000% 2,234,500.00 7,724,500.00 7,724,500.00 06/01/2024 5,765,000 5.000% 1,960,000.00 7,725,000.00 7,725,000.00 06/01/2025 6,050,000 5.000% 1,671,750.00 7,721,750.00 7,721,750.00 06/01/2026 6,355,000 5.000% 1,369,250.00 7,724,250.00 7,724,250.00 06/01/2027 6,670,000 5.000% 1,051,500.00 7,721,500.00 7,721,500.00 06/01/2028 7,005,000 5.000% 718,000.00 7,723,000.00 7,723,000.00 06/01/2029 7,355,000 5.000% 367,750.00 7,722,750.00 7,722,750.00 64,760,000 21,243,227.78 86,003,227.78 86,003,227.78 OH&S Draft – 02/15/18 4158-1684-4817.5 NO. 18-002 RESOLUTION AUTHORIZING THE ISSUANCE AND SALE OF NOT TO EXCEED $70,800,000 AGGREGATE PRINCIPAL AMOUNT OF RIVERSIDE COUNTY TRANSPORTATION COMMISSION SALES TAX REVENUE REFUNDING BONDS (LIMITED TAX BONDS) IN ONE OR MORE SERIES, THE REFUNDING OF OUTSTANDING BONDS, THE EXECUTION AND DELIVERY OF A NINTH SUPPLEMENTAL INDENTURE, A PURCHASE CONTRACT, AN OFFICIAL STATEMENT AND A CONTINUING DISCLOSURE AGREEMENT, 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.) (as amended, the “Act”); 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”) and to issue limited tax bonds payable from the proceeds of such tax; WHEREAS, the Commission adopted Ordinance No. 02-001, named the “Transportation Expenditure Plan and Retail Transaction and Use Tax Ordinance” (“Ordinance No. 02-001”) 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, Ordinance No. 02-001 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, Ordinance No. 02-001 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 (collectively, the “Sales Tax Debt”), 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 Ordinance No. 02-001, including any future amendments thereto (the “Expenditure Plan”); WHEREAS, on July 14, 2010, the Commission adopted Ordinance No. 10-002 (“Ordinance No. 10-002” and, collectively with Ordinance No. 02-001, as amended from time to ATTACHMENT 2 2 4158-1684-4817.5 time, the “Ordinance”) providing that the aggregate principal amount of Sales Tax Debt at any one time outstanding shall not exceed $975 million; WHEREAS, by its terms, the Ordinance No. 10-002 became effective at the close of the polls on November 2, 2010, the day of the election at which the proposition relating to the Ordinance No. 10-002 was approved by more than a majority of electors voting on the measure; WHEREAS, the Ordinance authorizes the Commission to apply proceeds of the Sales Tax (the “Sales Tax Revenues”) for transportation purposes, including the construction, capital, acquisition, maintenance and operation of streets, roads, highways, including state highways, and for related purposes; 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.) (the “Refunding Bond Law”) 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, secured and payable in whole or in part from Sales Tax Revenues, including refunding bonds; WHEREAS, the Commission has heretofore issued its Sales Tax Revenue Bonds (Limited Tax Bonds), 2009 Series B, 2009 Series C, 2010 Series B (Taxable Build America Bonds), 2013 Series A and 2017 Series A and its Sales Tax Revenue Refunding Bonds (Limited Tax Bonds), 2016 Series A and 2017 Series B (collectively, the “Outstanding Sales Tax Bonds”), 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”), and such bonds are currently outstanding in the aggregate principal amount of $897,655,000; WHEREAS, the Commission’s Sales Tax Revenue Bonds (Limited Tax Bonds), 2009 Series B (the “2009 Series B Bonds”) are currently outstanding in the aggregate principal amount of $46,020,000 and its Sales Tax Revenue Bonds (Limited Tax Bonds), 2009 Series C (the “2009 Series C Bonds” and, together with the 2009 Series B Bonds, the “2009 Bonds”) are currently outstanding in the aggregate principal amount of $24,780,000 pursuant to the Indenture; WHEREAS, the Commission has heretofore authorized the issuance from time to time of its Commercial Paper Notes (Limited Tax Bonds), Series A and Series B (the “CP Notes”), pursuant to an indenture, dated as of March 1, 2005, by and between the Commission and U.S. Bank National Association, as trustee and an issuing and paying agent agreement, dated as of March 1, 2005, and a first supplement to issuing and paying agent agreement, dated as of April 1, 2012, each by and between the Commission and U.S. Bank Trust National Association, as issuing and paying agent (collectively, the “CP Documents”); WHEREAS, the Commission previously determined, pursuant to Resolution No. 13-021 adopted by the Commission on September 11, 2013, to limit and permanently decrease the aggregate principal amount of CP Notes authorized to be issued and outstanding pursuant to the CP Documents to the Series A Notes in an amount not to exceed sixty million dollars ($60,000,000), and amended related agreements in connection therewith; 3 4158-1684-4817.5 WHEREAS, in relation to the 2009 Bonds, the Commission has heretofore executed and delivered an interest rate swap agreement (the “BANA Swap”), in an original aggregate notional amount of $100,000,000, with Bank of America, N.A., as counterparty, of which notional amount $70,800,000 currently remains outstanding; WHEREAS, in order to allow the Commission to take advantage of current market opportunities, the Commission hereby determines to refund at fixed rates the 2009 Bonds and to finance and/or refinance amounts paid in connection with the termination of the BANA Swap relating to the 2009 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 seventy million eight hundred thousand dollars ($70,800,000) and payable from Sales Tax Revenues on a parity with the Outstanding Sales Tax Bonds is necessary in order to finance any or all of the following purposes, (i) refunding all or a portion of the outstanding 2009 Bonds, (ii) financing, or reimbursing the Commission for payment of, a termination payment in connection with the termination of the BANA Swap, and (iii) 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), 2018 Series A” (the “2018 Series A Bonds”); WHEREAS, the Commission hereby further determines that the 2018 Series A Bonds shall be issued pursuant to a Ninth Supplemental Indenture, amending and supplementing the Indenture (the “Ninth Supplemental Indenture”), by and between the Commission and the Trustee; WHEREAS, there has been prepared and presented to the Commission a proposed form of Ninth Supplemental Indenture; WHEREAS, in order to set forth the terms of sale of the 2018 Series A Bonds, the Commission proposes to enter into a bond purchase agreement (the “Purchase Contract”) with either of Merrill Lynch, Pierce, Fenner & Smith Incorporated or BofAML Securities, Inc., as applicable, and Goldman, Sachs & Co. LLC (collectively, the “Underwriters”); WHEREAS, the following documents have been prepared and presented to the Commission (collectively, the “Financing Documents”): (1) a proposed form of Ninth Supplemental Indenture, by and between the Commission and the Trustee, providing for the issuance of the 2018 Series A Bonds; (2) a proposed form of Purchase Contract setting forth the terms of sale of the 2018 Series A Bonds; (3) a proposed form of official statement in preliminary form to be distributed in connection with the offering and sale of the 2018 Series A Bonds (the “Official Statement”); and (4) a proposed form of Continuing Disclosure Agreement to be executed and delivered by the Commission (the “Continuing Disclosure Agreement”) to 4 4158-1684-4817.5 assist the Underwriters in satisfying their respective obligations under Rule 15c2-12 promulgated by the Securities and Exchange Commission; WHEREAS, the Commission has been presented with proposed forms of the Financing Documents 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; 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 2018 Series A 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 Financing Documents, for the purposes, in the manner and upon the terms provided; and WHEREAS, pursuant to Section 5852.1 of the California Government Code, the Commission has received certain representations and good faith estimates from Fieldman, Rolapp & Associates, Inc., the Commission’s financial advisor, including: (a) the true interest cost of the 2018 Series A Bonds, (b) the sum of all fees and charges paid to third parties with respect to the 2018 Series A Bonds, (c) the amount of proceeds of the 2018 Series A Bonds expected to be received net of the fees and charges paid to third parties and any reserves or capitalized interest paid or funded with proceeds of the 2018 Series A Bonds, and (d) the sum total of all debt service payments on the 2018 Series A Bonds calculated to the final maturity of the 2018 Series A Bonds plus the fees and charges paid to third parties not paid with the proceeds of the 2018 Series A Bonds, and such good faith estimates have been disclosed in a staff report by the Commission at this meeting; NOW THEREFORE, THE RIVERSIDE COUNTY TRANSPORTATION COMMISSION RESOLVES: Section 1. The Commission finds and determines that the foregoing recitals are true and correct and makes them an effective part of this Resolution by incorporating them herein by reference. Section 2. The issuance by the Commission of not to exceed $70,800,000 aggregate principal amount of Riverside County Transportation Commission Sales Tax Revenue Refunding Bonds (Limited Tax Bonds), 2018 Series A, or such lesser principal amount as when combined with the then Outstanding Sales Tax Revenue Bonds and the obligations under the CP Documents will not exceed the aggregate amount of $975,000,000, in accordance with the provisions set forth in the Indenture and the Ninth 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 2009 Bonds, (ii) financing, or reimbursing the Commission for payment of, a termination payment in connection with the termination of the BANA Swap, and (iii) paying the costs of issuance incurred in connection with such bonds, is hereby authorized and approved. 5 4158-1684-4817.5 Section 3. The proposed form of Ninth 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 6.00% per annum), 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 2018 Series A Bonds shall be (subject to the foregoing limitations) as provided in the Indenture and the Ninth Supplemental Indenture as finally executed and delivered. The Executive Director of the Commission (the “Executive Director”) is hereby authorized and directed, for and in the name and on behalf of the Commission, to execute and deliver the Ninth 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 4. The proposed form of Purchase Contract presented to this meeting and the terms and conditions thereof are hereby approved. The Executive Director is hereby authorized and directed, for and in the name and on behalf of the Commission, to sell the 2018 Series A Bonds to the Underwriters pursuant to the Purchase Contract, with the Underwriters’ compensation not to exceed 0.30% of the principal amount of the 2018 Series A Bonds, and to execute and deliver the Purchase Contract, 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 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 Commission for purposes of Securities and Exchange Commission Rule 15c2-12. The distribution by the Underwriters of copies of the Official Statement in final form to the purchasers of the 2018 Series A Bonds and the distribution by the Underwriters of the Official Statement in preliminary form to potential purchasers of the 2018 Series A Bonds are hereby authorized and approved. Section 6. 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 7. The Executive Director is hereby authorized to amend, novate or terminate the BANA Swap 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 Ninth 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 6 4158-1684-4817.5 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 2018 Series A Bonds or enhance the relationship between risk and return with respect to investments. Section 8. All approvals, consents, directions, notices, orders, requests and other actions permitted or required by any of the documents authorized by this Resolution, the BANA Swap or the liquidity facilities supporting the Series 2009 Bonds, whether before or after the issuance of the 2018 Series A 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 BANA Swap, the liquidity or credit facilities supporting the Series 2009 Bonds, and any of the foregoing that may be necessary or desirable in connection with any reserve facility, any investment of proceeds of the 2018 Series A Bonds, or in connection with the addition, subtraction or replacement of underwriters, or any agreements with consultants, paying agents, escrow agents or verification agents, the removal or replacement of the Trustee, or any similar action may be given or taken by the Executive Director, the Deputy Executive Director of the Commission or the Chief Financial Officer of the Commission, acting singly (each, an “Authorized Officer”), without further authorization or direction by the Commission, and each Authorized Officer, acting singly, 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 Officer may deem necessary or desirable to further the purposes of this Resolution. Section 9. All actions heretofore taken by the officers and agents of the Commission with respect to the Financing, the Financing Documents and the issuance and sale of the 2018 Series A 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 the absence of such official, a Vice Chair of the Board, is hereby authorized to execute and deliver the 2018 Series A Bonds. The Chief Financial Officer of the Commission shall act as the Auditor-Controller of the Commission for execution of the 2018 Series A Bonds and is hereby authorized to execute and attest to the execution of such 2018 Series A Bonds. The Clerk of the Board is hereby authorized to attest to the execution by an Authorized 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 or amend 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 and the representations and warranties in the Purchase Contract and the other Financing Documents, any tax certificates or agreements, any agreements for depository or verification services, reimbursement agreements, investment instructions, including investments in State and Local Government Series treasury securities and other investments permitted pursuant to the Indenture, including the Ninth Supplemental Indenture, and any agreements for rebate compliance services or services relating to termination 7 4158-1684-4817.5 of swaps, which they, or any of them, may deem necessary or advisable in order to consummate the Financing, the issuance and sale of the 2018 Series A Bonds, the execution and delivery of the Financing Documents and otherwise to carry out, give effect to and comply with the terms and intent of the Ordinance, this Resolution, the Act, the Sales Tax Act, the Refunding Bond Law, the 2018 Series A Bonds and the other documents approved hereby. 8 4158-1684-4817.5 Section 10. This Resolution shall take effect immediately upon its adoption and approval. APPROVED AND ADOPTED by the Riverside County Transportation Commission at its meeting on March 14, 2018. By: Chair, Board of Commissioners ATTEST: By: ______________________________ Clerk of the Board of the Commission OH&S Draft – 02/15/18 4158-1684-4817.5 CERTIFICATE OF THE CLERK OF THE BOARD OF THE RIVERSIDE COUNTY TRANSPORTATION COMMISSION I, [_________], 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 by at least a two-thirds vote of the Commission at a meeting of the governing board of said Commission duly and regularly held in Riverside, California, on March 14, 2018, 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, ______________________, 2018. By Clerk NRF DRAFT 02/15/18 24321400.5 PRELIMINARY OFFICIAL STATEMENT DATED MARCH __, 2018 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 2018 Series A 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 2018 Series A 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 amount, accrual or receipt of interest on, the 2018 Series A Bonds. See “TAX MATTERS.” $[Par Amount]* RIVERSIDE COUNTY TRANSPORTATION COMMISSION Sales Tax Revenue Refunding Bonds (Limited Tax Bonds) 2018 Series A Dated: Date of Delivery Due: June 1, as shown on inside cover The Sales Tax Revenue Refunding Bonds described above (the “2018 Series A 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 an Ninth Supplemental Indenture, dated as of April 1, 2018, between the Commission and the Trustee (collectively, the “Indenture”). The proceeds of the 2018 Series A Bonds will be applied to (i) refund all of the Outstanding Sales Tax Revenue Bonds (Limited Tax Bonds), 2009 Series B and 2009 Series C (together, the “2009 Bonds”), (ii) finance and/or refinance a termination payment to be made in connection with the termination of a swap relating to the 2009 Bonds, and (iii) pay the costs of issuance of the 2018 Series A Bonds. See “PLAN OF REFUNDING” and “ESTIMATED SOURCES AND USES OF PROCEEDS.” Interest on the 2018 Series A Bonds will be payable on each June 1 and December 1, commencing June 1, 2018. The 2018 Series A Bonds are initially being issued as fully registered bonds without coupons in the denominations of $5,000 and any integral multiple thereof. The 2018 Series A Bonds will be registered in the name of Cede & Co., as holder of the 2018 Series A Bonds and nominee for The Depository Trust Company (“DTC”). Purchasers will not receive physical certificates representing their interest in the 2018 Series A Bonds purchased. The principal or redemption price of and interest on the 2018 Series A 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 2018 Series A Bonds. [The 2018 Series A Bonds will be subject to redemption as described herein. See “THE 2018 SERIES A BONDS.”] The 2018 Series A 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 Department of Tax and Fee Administration), 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 2018 Series A Bonds will be secured by a pledge of the Revenues on a parity with the 2010 Series B Bonds, the 2013 Series A Bonds, the 2016 Bonds, the 2017 Series A Bonds, the 2017 Series B Bonds (each as defined herein) and any Additional Bonds and Parity Obligations issued or incurred under the Indenture. See “SECURITY AND SOURCES OF PAYMENT FOR THE 2018 SERIES A 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, *Preliminary, subject to change.This Preliminary Official Statement and the information contained herein are subject to completion or amendment without notice. 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 3 24321400.5 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 2018 SERIES A 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 2018 Series A Bonds. The 2018 Series A Bonds are offered when, as and if issued and received by the Underwriters, 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. Certain legal matters will be passed on for the Underwriters by Nixon Peabody LLP, as their counsel. It is anticipated that the 2018 Series A Bonds will be available for delivery through the book- entry facilities of DTC on or about April __, 2018. BofA Merrill Lynch Goldman Sachs & Co. LLC Dated: April __, 2018 24321400.5 MATURITY SCHEDULE $[Par Amount]* RIVERSIDE COUNTY TRANSPORTATION COMMISSION Sales Tax Revenue Refunding Bonds (Limited Tax Bonds) 2018 Series A Maturity Date (June 1) Principal Amount Interest Rate Yield Price CUSIP† (769125) ________________________________ * 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 S&P Global Ratings. 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 2018 Series A Bonds. The Commission and the Municipal Advisor are not responsible for the selection or accuracy of the CUSIP numbers set forth herein. 24321400.5 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 2018 Series A 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 2018 Series A Bonds. Neither the delivery of this Official Statement nor the sale of any of the 2018 Series A 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 Underwriters have provided the following sentence for inclusion in this Official Statement. The Underwriters have reviewed the information in this Official Statement in accordance with, and as part of, their responsibilities to investors under the federal securities laws as applied to the facts and circumstances of this transaction, but the Underwriters do not guarantee the accuracy or completeness of such information. In connection with the offering of the 2018 Series A Bonds, the Underwriters in connection with any reoffering may over-allot or effect transactions which stabilize or maintain the market price of the 2018 Series A 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 Underwriters in connection with any reoffering may offer and sell the 2018 Series A 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 Underwriters. This Official Statement, including any supplement or amendment hereto, is intended to be deposited with the Municipal Securities Rulemaking Board through the Electronic Municipal Market Access (“EMMA”) website at http://emma.msrb.org/. The Commission also maintains a website. However, the information presented therein is not incorporated into this Official Statement and must not be relied on in making an investment decision with respect to the 2018 Series A Bonds. References to web site addresses presented herein are for informational purposes only and may be in the form of a hyperlink solely for the reader’s convenience. Unless specified otherwise, such websites and the information or links contained therein are not incorporated into, and are not part of, this Official Statement for purposes of, and as that term is defined in, SEC Rule 15c2-12. 24321400.5 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. 24321400.5 RIVERSIDE COUNTY TRANSPORTATION COMMISSION BOARD MEMBERS Dana Reed (City of Indian Wells), Chair Chuck Washington (County of Riverside), Vice Chair Ben Benoit (City of Wildomar), 2nd Vice Chair Kevin Jeffries (County of Riverside) Brian Berkson (City of Jurupa Valley) John F. Tavaglione (County of Riverside) Kathleen Fitzpatrick (City of La Quinta) V. Manuel Perez (County of Riverside) Bob Magee (City of Lake Elsinore) Marion Ashley (County of Riverside) Neil Winter (City of Menifee) Deborah Franklin (City of Banning) Victoria Baca (City of Moreno Valley) Lloyd White (City of Beaumont) Rick Gibbs (City of Murrieta) Joseph DeConinck (City of Blythe) Berwin Hanna (City of Norco) Jim Hyatt (City of Calimesa) Jan Harnik (City of Palm Desert) Randall Bonner (City of Canyon Lake) Lisa Middleton (City of Palm Springs) Greg Pettis (City of Cathedral City) Michael M. Vargas (City of Perris) Steven Hernandez (City of Coachella) Ted Weill (City of Rancho Mirage) Karen Spiegel (City of Corona) Rusty Bailey (City of Riverside) Scott Matas (City of Desert Hot Springs) Andrew Kotyuk (City of San Jacinto) Adam Rush (City of Eastvale) Michael S. Naggar (City of Temecula) Linda Krupa (City of Hemet) John Bulinski (Caltrans District 8) Michael Wilson (City of Indio) MANAGEMENT Executive Director Anne Mayer Deputy Executive Director John Standiford Chief Financial Officer Theresia Trevino SPECIAL SERVICES Municipal Advisor Fieldman, Rolapp & Associates, Inc. Irvine, California Swap Advisor Riverside Risk Advisors, LLC New York, New York 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 TABLE OF CONTENTS Page 24321400.5 i INTRODUCTION ......................................................................................................................... 1 General ............................................................................................................................... 1 The Commission ................................................................................................................ 1 Authority for Issuance........................................................................................................ 2 Purpose and Application of Proceeds ................................................................................ 2 The 2018 Series A Bonds .................................................................................................. 2 Security for the 2018 Series A Bonds ................................................................................ 2 No Reserve Fund................................................................................................................ 3 Continuing Disclosure ....................................................................................................... 3 References .......................................................................................................................... 4 THE 2018 SERIES A BONDS ...................................................................................................... 4 General ............................................................................................................................... 4 Redemption of 2018 Series A Bonds ................................................................................. 4 Selection of 2018 Series A Bonds for Redemption ........................................................... 5 Notice of Redemption ........................................................................................................ 5 Purchase in Lieu of Redemption ........................................................................................ 5 PLAN OF REFUNDING ............................................................................................................... 6 ESTIMATED SOURCES AND USES OF PROCEEDS .............................................................. 6 DEBT SERVICE SCHEDULE...................................................................................................... 7 SECURITY AND SOURCES OF PAYMENT FOR THE 2018 SERIES A BONDS.................. 8 Limited Obligation ............................................................................................................. 8 Pledge of Revenues ............................................................................................................ 8 Revenue Fund; Allocation of Revenues ............................................................................ 9 No Reserve Fund.............................................................................................................. 12 Additional Bonds and Parity Obligations ........................................................................ 12 OTHER SALES TAX OBLIGATIONS ...................................................................................... 14 Existing Bonds ................................................................................................................. 14 Subordinate Obligations................................................................................................... 15 Limitation on Outstanding Sales Tax Obligations ........................................................... 16 THE SALES TAX ....................................................................................................................... 16 General ............................................................................................................................. 16 Collection of Sales Tax Revenues ................................................................................... 17 Historical Sales Tax Revenues......................................................................................... 18 RIVERSIDE COUNTY TRANSPORTATION COMMISSION ................................................ 19 General ............................................................................................................................. 19 The Transportation Expenditure Plan .............................................................................. 19 Commissioners ................................................................................................................. 20 Executive Staff ................................................................................................................. 21 TABLE OF CONTENTS (continued) Page 24321400.5 ii Cash and Investments ...................................................................................................... 21 Debt Management Policy ................................................................................................. 22 I-15 Express Lanes Project .............................................................................................. 22 Riverside SR-91 Corridor Improvement Project ............................................................. 24 RISK FACTORS ......................................................................................................................... 25 Economic Conditions ....................................................................................................... 25 Investments ...................................................................................................................... 25 The Sales Tax ................................................................................................................... 25 Increased Internet Use May Reduce Sales Tax Revenues ............................................... 26 Proposition 218 ................................................................................................................ 26 Further Initiatives ............................................................................................................. 26 Loss of Tax Exemption .................................................................................................... 26 Reduction in Subsidy Payments....................................................................................... 27 Financial and Operating Risks of the Riverside SR-91 Corridor Improvement Project and the I-15 Express Lanes Project ......................................................... 27 Impact of Bankruptcy of the Commission ....................................................................... 28 FINANCIAL STATEMENTS ..................................................................................................... 29 LITIGATION ............................................................................................................................... 29 TAX MATTERS .......................................................................................................................... 30 CERTAIN LEGAL MATTERS .................................................................................................. 32 RATINGS .................................................................................................................................... 32 UNDERWRITING ...................................................................................................................... 33 MUNICIPAL ADVISOR............................................................................................................. 33 CONTINUING DISCLOSURE ................................................................................................... 34 MISCELLANEOUS .................................................................................................................... 34 TABLE OF CONTENTS (continued) Page 24321400.5 iii APPENDIX A – COMMISSION AUDITED FINANCIAL STATEMENTS FOR FISCAL YEAR ENDED JUNE 30, 2017.................................................... 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 24321400.5 1 OFFICIAL STATEMENT $[Par Amount]* RIVERSIDE COUNTY TRANSPORTATION COMMISSION Sales Tax Revenue Refunding Bonds (Limited Tax Bonds) 2018 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 $[Par Amount]* principal amount of Riverside County Transportation Commission Sales Tax Revenue Refunding Bonds (Limited Tax Bonds), 2018 Series A (the “2018 Series A Bonds”). 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.) (as amended, the “Act”). 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 2,384,783 as of January 1, 2017. See “APPENDIX B – COUNTY OF RIVERSIDE DEMOGRAPHIC AND ECONOMIC INFORMATION.” * Preliminary, subject to change. 24321400.5 2 Authority for Issuance The 2018 Series A 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 “Sales Tax Act”), 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.), 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 and the Sales Tax 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 an Ninth Supplemental Indenture, dated as of April 1, 2018 (the “Ninth 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 2018 Series A Bonds will be applied to (i) refund all of the Outstanding Sales Tax Revenue Bonds (Limited Tax Bonds), 2009 Series B and 2009 Series C (together, the “2009 Bonds”), (ii) finance and/or refinance a termination payment to be made in connection with the termination of a swap relating to the 2009 Bonds, and (iii) pay the costs of issuance of the 2018 Series A Bonds. See “PLAN OF REFUNDING” and “ESTIMATED SOURCES AND USES OF PROCEEDS.” The 2018 Series A Bonds Interest on the 2018 Series A Bonds will be payable on each June 1 and December 1, commencing June 1, 2018. The 2018 Series A Bonds will be issued as fully registered bonds without coupons in the denominations of $5,000 and any integral multiple thereof. The 2018 Series A Bonds will be registered in the name of Cede & Co., as holder of the 2018 Series A Bonds and nominee for The Depository Trust Company (“DTC”). Purchasers will not receive physical certificates representing their interest in the 2018 Series A Bonds purchased. The 2018 Series A Bonds will be subject to redemption prior to their maturity. See “THE 2018 SERIES A BONDS – Redemption of 2018 Series A Bonds.” Security for the 2018 Series A Bonds The 2018 Series A Bonds will be 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 24321400.5 3 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 Department of Tax and Fee Administration (the “CDTFA”), as statutorily created and authorized successor to the former California State Board of Equalization (the “Board of Equalization”) in connection with the collection and disbursement of the Sales Tax. The Taxpayer Transparency and Fairness Act of 2017 restructured the Board of Equalization into three separate entities: the State Board of Equalization, the CDTFA and the Office of Tax Appeals. The CDTFA handles most of the taxes and fees previously collected by the Board of Equalization, including, as of July 1, 2017, 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 2018 Series A Bonds will be secured by a pledge of the Revenues on a parity with the Sales Tax Revenue Bonds (Limited Tax Bonds), 2010 Series B (Taxable Build America Bonds) (the “2010 Series B Bonds”), the Sales Tax Revenue Bonds (Limited Tax Bonds), 2013 Series A (the “2013 Series A Bonds”), the Sales Tax Revenue Refunding Bonds (Limited Tax Bonds), 2016 Series A (the “2016 Series A Bonds”), the Sales Tax Revenue Bonds (Limited Tax Bonds), 2017 Series A (the “2017 Series A Bonds”), and the Sales Tax Revenue Refunding Bonds (Limited Tax Bonds), 2017 Series B (the “2017 Series B Bonds”) of the Commission, and any Additional Bonds and Parity Obligations issued or incurred under the Indenture (the 2010 Series B Bonds, the 2013 Series A Bonds, the 2016 Series A Bonds, the 2017 Series A Bonds, the 2017 Series B Bonds, the 2018 Series A Bonds and any Additional Bonds are collectively referred to herein as the “Bonds”). The Bonds (including the 2009 Bonds) are currently Outstanding in the aggregate principal amount of $897,655,000. After the refunding and defeasance of the 2009 Bonds, $_________ aggregate principal amount of the Bonds are expected to remain Outstanding. See “SECURITY AND SOURCES OF PAYMENT FOR THE 2018 SERIES A 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 2018 SERIES A BONDS. No Reserve Fund The Commission is not funding a reserve fund for the 2018 Series A Bonds. No other Outstanding Bonds are secured by a reserve fund. Continuing Disclosure The Commission will covenant for the benefit of the beneficial owners of the 2018 Series A 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 Underwriters of the 2018 Series A Bonds in complying with Rule 15c2-12, as amended (the 24321400.5 4 “Rule”) of the U.S. Securities and Exchange Commission (the “SEC”) promulgated under the Securities Exchange Act 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 2018 SERIES A BONDS General The 2018 Series A 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 2018 Series A Bonds will be payable on each June 1 and December 1, commencing June 1, 2018, and will be computed on the basis of a 360-day year comprised of twelve 30-day months. Interest on each 2018 Series A Bond will be payable to the registered Holder at such registered Holder’s address as it appears on the Bond Register from the latest of: (i) such 2018 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 2018 Series A 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 2018 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. The 2018 Series A 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 2018 Series A 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 2018 Series A Bonds. The information under this caption, “THE 2018 SERIES A BONDS,” is subject in its entirety to the provisions described in “APPENDIX E – BOOK-ENTRY SYSTEM” while the 2018 Series A Bonds are in DTC’s book-entry system. Redemption of 2018 Series A Bonds * Optional Redemption. [The 2018 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 December 1, 20__ at the principal amount of 2018 Series A Bonds called for redemption plus accrued interest to the date fixed for redemption, without premium.] * Preliminary, subject to change. 24321400.5 5 Conditional Optional Redemption; Sufficient Funds Required for Optional Redemption. Any optional redemption of 2018 Series A Bonds and notice thereof may be conditional and shall be 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 2018 Series A Bonds called for redemption. Selection of 2018 Series A Bonds for Redemption The Commission shall designate which maturities of any 2018 Series A Bonds are to be called for optional redemption. If less than all 2018 Series A Bonds maturing by their terms on any one date are to be redeemed at any one time, the Trustee shall select the 2018 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 2018 Series A Bonds so selected for redemption. For purposes of such selection, 2018 Series A 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 2018 Series A Bonds, $5,000 and any integral multiple thereof. In the event of an optional redemption of the 2018 Series A Term Bonds, the Commission shall designate the Mandatory Sinking Account Payments, or portions thereof, in an aggregate amount equal to the principal amount of 2018 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. 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 2018 Series A 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 2018 Series A Bonds on the open market. In lieu of mandatory redemption, the Commission may surrender to the Trustee for cancellation 2018 Series A Bonds purchased on the open market, and such 2018 Series A Bonds shall be cancelled by the Trustee. If any 2018 Series A Bonds are so cancelled, the Commission may designate the Mandatory Sinking Account Payments or portions thereof within such Series of the 2018 Series A Bonds so purchased that are to be reduced as a result of such cancellation. 24321400.5 6 PLAN OF REFUNDING The proceeds of the 2018 Series A Bonds will be applied to (i) refund all of the Outstanding 2009 Bonds, (ii) finance and/or refinance a termination payment to be made in connection with the termination of a swap relating to the 2009 Bonds, as described below, and (iii) pay the costs of issuance of the 2018 Series A Bonds. The 2009 Bonds will be refunded by depositing a portion of the proceeds of the 2018 Series A Bonds, together with other available amounts, with the Trustee to redeem the 2009 Bonds on or about April __, 2018 at a redemption price equal to the principal amount thereof, without premium, plus accrued interest to the redemption date. To hedge its variable rate exposure on the 2009 Bonds, the Commission entered into an ISDA Master Agreement, dated as of August 22, 2006, with Bank of America, N.A. (“BofA”), as supplemented by the Schedule, dated as of August 22, 2006 and the confirmation of a transaction, dated August 22, 2006, with an initial notional amount of $100,000,000 (collectively, the “BofA Swap Agreement”). The BofA Swap Agreement has an effective date of October 1, 2009 and expires on June 1, 2029. In connection with the refunding of the Outstanding 2009 Bonds, the Commission will terminate the entire outstanding notional amount of the BofA Swap Agreement, and in connection with such termination the Commission will make a termination payment to BofA in the amount of $_______. See “ESTIMATED SOURCES AND USES OF PROCEEDS.” ESTIMATED SOURCES AND USES OF PROCEEDS The proceeds from the sale of the 2018 Series A Bonds, and other available amounts, are expected to be applied as follows: Sources of Funds: Principal Amount $ [Net] Premium Amounts available from the 2009 Bonds Total Sources: $ Uses of Funds: Deposit to Redemption Fund for the 2009 Series B Bonds $ Deposit to Redemption Fund for the 2009 Series C Bonds Swap Termination Payment Costs of Issuance(2) Total Uses: $ ________________ (1) Includes the Underwriters’ discount, Rating Agency fees, initial fees and expenses of the Trustee and Swap Advisor, printing costs, fees and expenses of Bond Counsel, Disclosure Counsel and the Municipal Advisor and other miscellaneous costs of issuance for the 2018 Series A Bonds. 24321400.5 7 DEBT SERVICE SCHEDULE [revision to come] 2018 Series A Bonds Fiscal Year Ending June 30 2009 Bonds(1) 2010 Series B Bonds 2010 Series B Subsidy Payments(2) 2016 Bonds 2017 Series A Bonds(3) 2017 Series B Bonds Principal Interest Total(3) Annual Net Debt Service(3) 2018 $ 5,902,134 $ 3,824,513 $ (1,491,056) $ 6,079,175 $ 7,575,506 2019 7,235,014 7,649,026 (2,982,113) 7,453,100 12,015,513 2020 7,264,591 7,649,026 (2,982,113) 7,451,100 12,012,013 2021 7,274,432 7,649,026 (2,982,113) 7,451,850 12,016,313 2022 7,383,094 7,649,026 (2,982,113) 7,454,600 12,014,563 2023 7,380,728 7,649,026 (2,982,113) 7,453,600 12,016,563 2024 7,475,027 7,649,026 (2,982,113) 7,453,350 12,012,563 2025 7,450,235 7,649,026 (2,982,113) 7,453,100 12,015,563 2026 7,522,107 7,649,026 (2,982,113) 7,454,500 12,014,563 2027 7,582,942 7,649,026 (2,982,113) 7,454,900 12,014,063 2028 7,634,201 7,649,026 (2,982,113) 7,454,400 12,013,313 2029 7,671,500 7,649,026 (2,982,113) 7,451,100 12,016,563 2030 - 7,649,026 (2,982,113) - 12,012,813 2031 - 7,649,026 (2,982,113) - 12,016,563 2032 - 8,179,026 (2,982,113) - 12,011,563 2033 - 21,622,949 (2,969,486) - 12,015,313 2034 - 21,289,288 (2,635,704) - 12,012,063 2035 - 20,938,424 (2,287,152) - 12,012,563 2036 - 20,578,655 (1,923,233) - 12,015,000 2037 - 20,197,598 (1,543,113) - 12,015,750 2038 - 19,733,552 (1,081,598) - 12,011,750 2039 - 19,203,899 (550,754) - 12,012,000 Total(4) $87,776,005 $255,005,239 $(56,231,674) $88,064,775 $259,872,469 ________________ (1) Represents debt service before the refunding in full of the 2009 Bonds, see “PLAN OF REFUNDING.” (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) Totals presented may not add due to rounding. 24321400.5 8 SECURITY AND SOURCES OF PAYMENT FOR THE 2018 SERIES A BONDS Limited Obligation THE 2018 SERIES A BONDS ARE LIMITED TAX BOND 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 2018 SERIES A BONDS EXCEPT FROM REVENUES AND THOSE CERTAIN OTHER FUNDS PLEDGED UNDER THE INDENTURE. THE 2018 SERIES A 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 2018 SERIES A BONDS, THEIR INTEREST, OR ANY PREMIUM DUE UPON REDEMPTION OF THE 2018 SERIES A BONDS. THE 2018 SERIES A 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 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 2018 Series A 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. 24321400.5 9 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 CDTFA 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 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 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 24321400.5 10 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. 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 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 24321400.5 11 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 Bonds. See “SECURITY AND SOURCES OF PAYMENT FOR THE 2018 SERIES A BONDS – No Reserve Fund.” 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. 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 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. 24321400.5 12 Any Revenues remaining in the Revenue Fund after the foregoing transfers described in (1), (2), (3), (4) and (5) above, shall be used to fund the I-15 Trust Fund (as defined herein). Thereafter, except as the Commission shall otherwise direct in writing or as is otherwise provided in a supplemental indenture, any remaining Revenues 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, and the Principal Fund, including the Sinking Accounts therein, 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 The Commission is not funding a reserve fund for the 2018 Series A Bonds. No other Outstanding Bonds are secured by a reserve fund. Additional Bonds and Parity Obligations The Commission currently has $897,655,000 in aggregate principal amount of its Bonds Outstanding, payable from Sales Tax Revenues on a parity with the 2018 Series A 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 Sales Tax Act and to the terms and conditions contained in the Indenture. See “OTHER SALES TAX OBLIGATIONS – Limitation on Outstanding Sales Tax Obligations.” 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 2018 Series A Bonds, but only upon compliance by the Commission with the provisions of the Indenture, including the conditions that: (1) No Event of Default shall have occurred and then be continuing. 24321400.5 13 (2) The aggregate principal amount of Bonds issued pursuant to the Indenture may not exceed any limitation imposed by the Sales Tax 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, (i) 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. The Commission will satisfy the requirements for Refunding Bonds under the Indenture with respect to the 2018 Series A Bonds at the time of their issuance. 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). 24321400.5 14 As defined in the Indenture, “Parity Obligations” means any indebtedness, installment sale obligation, lease obligation or other obligation of the Commission for borrowed money, and any 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). OTHER SALES TAX OBLIGATIONS Existing Bonds On December 28, 2017, the Commission issued $392,730,000 in original aggregate principal amount of its Sales Tax Revenue Refunding Bonds (Limited Tax Bonds) 2017 Series B (the “2017 Series B Bonds”), which are currently outstanding in the aggregate principal amount of $392,730,000. The 2017 Series B Bonds mature, subject to optional redemption prior thereto, on June 1, 2039. A portion of the proceeds of the 2017 Series B Bonds refunded a portion of the 2013 Series A Bonds. On July 19, 2017, the Commission issued $158,760,000 in original aggregate principal amount of its Sales Tax Revenue Bonds (Limited Tax Bonds) 2017 Series A (the “2017 Series A Bonds), which are currently outstanding in the aggregate principal amount of $158,760,000. The 2017 Series A Bonds mature, subject to optional redemption prior thereto, on June 1, 2039. On September 28, 2016, the Commission issued $76,140,000 in original aggregate principal amount of its Sales Tax Revenue Refunding Bonds (Limited Tax Bonds) 2016 Series A, which are currently outstanding in the aggregate principal amount of $73,240,000. The 2016 Refunding Bonds mature, subject to optional redemption prior thereto, on June 1, 2029. 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, which are currently outstanding in the aggregate principal amount of $462,200,000. The 2013 Series A Bonds mature, subject to optional and mandatory sinking fund redemption prior thereto, on June 1, 2039. A portion of the 2013 Series A Bonds were refunded with a portion of the proceeds of the 2017 Series B Bonds. The 2013 Series A Bonds are currently outstanding in the aggregate principal amount of $89,755,000. 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) 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). All of the 2010 Series A Bonds were refunded with a portion of the proceeds of the 2017 Series B Bonds. 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 are currently outstanding in the aggregate principal amount of $112,370,000. 24321400.5 15 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 (the “Sequester”). As a result of the Sequester, Subsidy Payments for the 2010 Series B Bonds will be reduced by 6.6% for the federal fiscal year ending September 30, 2018 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 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. The Commission’s Sales Tax Revenue Bonds (Limited Tax Bonds) 2009 Series A (the “2009 Series A Bonds”) were refunded in full with a portion of the proceeds of the 2016 Bonds. The remaining 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. All the Outstanding 2009 Bonds are expected to be refunded in full with the proceeds of the 2018 Series A Bonds, and other available amounts. In addition, in connection with the refunding of the Outstanding 2009 Bonds, the Commission will terminate the entire outstanding notional amount of the BofA Swap Agreement. See “PLAN OF REFUNDING.” 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 obligation to make early termination payments under the BofA Swap Agreement is secured by a pledge of the Sales Tax Revenues subordinate to the pledge in favor of the 2018 Series A Bonds, Parity Obligations and payment of principal of and interest on Subordinate Obligations. The Commission's Sales Tax Revenue Commercial Paper Notes (Limited Tax Bonds) (the “Notes”) and the credit agreement supporting the Notes constitute Subordinate Obligations under the Indenture. There are currently no Notes outstanding. 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 principal of and interest on any 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 2020, unless terminated earlier as provided in the related reimbursement agreement. 24321400.5 16 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 2018 Series A 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 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 2018 SERIES A 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. Additional ballot measures increasing the limitation are possible in the future. See “SECURITY AND SOURCES OF PAYMENT FOR THE 2018 SERIES A BONDS – Additional Bonds and Parity Obligations” herein. THE SALES TAX General The Sales Tax 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 Sales Tax 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 and certain other sales taxes imposed by cities and local agencies within the County. The State sales tax is currently 7.25%. 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 24321400.5 17 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. 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 “RISK FACTORS – Proposition 218” herein. Collection of Sales Tax Revenues Collection of the Sales Tax is administered by the CDTFA. The Commission and the CDTFA 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 CDTFA, 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 2018 SERIES A 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, or to fund the I-15 Trust Fund (as defined herein) and thereafter are transferred to the Commission for use for any purpose contemplated by the Ordinance. The fee that the CDTFA is authorized to charge for collection of the Sales Tax is determined by State legislation. The CDTFA fee for collection of the Sales Tax for Fiscal Year 2017-18 is expected to be $2,025,120. 24321400.5 18 Historical Sales Tax Revenues The following table sets forth net Sales Tax Revenues for the Fiscal Years indicated. RIVERSIDE COUNTY TRANSPORTATION COMMISSION HISTORICAL SALES TAX REVENUES Fiscal Year Ended June 30 Net Sales Tax Revenues(1) Percent Change From Prior Fiscal Year 2008 $142,537,548 - 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 167,630,239 2.78 2017 175,320,207 4.59 ________________ (1) Net of the CDTFA’s administrative fee. Source: The Commission. Sales Tax Revenues (net of the CDTFA’s administrative fee) received by the Commission through November of the Fiscal Year ending June 30, 2018 were $69,004,580, compared to $66,018,914 for the same period during the Fiscal Year ended June 30, 2017. 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 2018 Series A Bonds) based on Sales Tax Revenues for the Fiscal Year ended June 30, 2017. Sales Tax Revenues Fiscal Year Ended June 30, 2017 Maximum Annual Debt Service on all Bonds(1) Coverage Ratio $175,320,207 $__________ ____x ________________ (1) The Subsidy Payments relating to the 2010 Series B 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. Maximum Annual Debt Service is projected to occur on June 1, 20__. See “DEBT SERVICE SCHEDULE” and “RISK FACTORS – Reduction in Subsidy Payments” herein. Source: The Commission and Fieldman, Rolapp & Associates, Inc. 24321400.5 19 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 – 240 call boxes along the County roadways and 20 FSP tow trucks providing assistance to more than 40,000 motorists annually – are among the most visible of the Commission’s programs. 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 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: 24321400.5 20 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, 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. 24321400.5 21 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 34 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. Her responsibilities include financial, budget, procurement, investment and debt management of a multi-modal program that includes highway, transit, rail, motorist assistance, and tolling. Ms. Trevino manages one of the largest self-help transportation sales tax financing programs in California and the toll revenue financing program. Ms. Trevino previously worked as Manager of Accounting and Financial Reporting for the Orange County Transportation Authority. 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. She is a Certified Public Accountant in California and completed the Leadership Academy of the International Bridge, Tunnel and Turnpike Association. Ms. Trevino received a bachelor of science degree in accounting from Loyola Marymount University with Magna Cum Laude Honors. Cash and Investments As of December 31, 2017 (based on unaudited financial information), the Commission had approximately $787.4 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 $164.0 million and discretionary (operating) accounts of approximately $623.4 million. The non-discretionary trust accounts are primarily invested in specific debt securities and money market mutual funds. Approximately $149.7 million of non-discretionary trust accounts represents the 2013 Toll 24321400.5 22 Revenue Bonds and 2013 Series A Bond amounts and toll revenues that secure the 2013 Toll Revenue Bonds and 2017 Series A Bond proceeds that secure the 2017 TIFIA Loan and are not available as security for the 2018 Series A Bonds. The discretionary accounts were invested, as of December 31, 2017, as follows: Cash and Investments Percentage of Total Book Value as of January 31, 2018 Riverside County Pooled Investment Fund 88.4 % Local Agency Investment Fund 0.6 Operations Pooled Investments (in debt securities) 8.2 Bank deposits 2.8 Total 100% 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, 2017.” 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 September 14, 2016. 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. I-15 Express Lanes Project Interstate 15 (I-15) is an interstate goods-movement corridor that links Southern California to the counties east of Los Angeles and to Las Vegas, the Rocky Mountain States, and Canada. It is a major truck route included in the National Network for Federal Surface Transportation Assistance Act of 1982 for oversize trucks. The “I-15 Express Lanes Project” will add one to two tolled express lanes in each direction on I-15 between Cajalco Road and State Route 60 (SR-60), a distance of approximately 15 miles. The primary purpose of the I-15 Express Lanes Project is to improve congested traffic operations, considering current and future (2040) travel demand, on the I-15 corridor between Cajalco Road and the I-15/SR-60 Interchange just south of the San Bernardino County line. The Commission expects the I-15 Express Lanes Project to provide a time-saving travel choice with multiple entry/exit points, expand the tolled express lane network and increase travel time reliability. Drivers will be able to access and exit the tolled facility at multiple locations. Project elements include the construction of a series of sound walls along the corridor as well as bridge widenings to accommodate the new tolled express lanes. All proposed improvements are to be constructed within the Caltrans right-of-way, with the majority of the improvements occurring within the existing I-15 median. 24321400.5 23 The Commission awarded a design-build contract for the I-15 Express Lanes Project in April 2017 and expects construction to commence in 2018. The tolled express lanes are expected to be open in mid-2020. The Commission and the United States Department of Transportation, acting by and through the Executive Director of the Build America Bureau (the “TIFIA Lender”), executed a TIFIA Loan Agreement on July 20, 2017 (the “TIFIA Loan Agreement”), providing for a direct loan under the Transportation Infrastructure Finance and Innovation Act of 1998 (the “TIFIA Loan”) of up to $152,214,260. The TIFIA Loan is payable from and secured by toll revenues generated by the I-15 Express Lanes Project (“Toll Revenues”) pursuant to a Master Indenture (I-15 Toll Road) (the “I-15 Toll Indenture”) that is separate from the Indenture. The amounts advanced to the Toll Trustee as the Commission Initial Loan (as defined below) and the backstop loan are repaid to the Commission from Toll Revenues. The proceeds of the TIFIA Loan will be used, together with a portion of the proceeds of the 2017 Series A Bonds and certain other funds of the Commission, to finance the acquisition and construction of the I-15 Express Lanes Project. See “RIVERSIDE COUNTY TRANSPORTATION COMMISSION—The Transportation Expenditure Plan.” Pursuant to the I-15 Toll Indenture between the Commission and U.S. Bank National Association, as trustee (the “Toll Trustee”), providing for the issuance of Senior Lien Obligations, Second Lien Obligations and Subordinate Obligations payable from Toll Revenues, the Commission has covenanted to deposit in a separate fund designated as the “I-15 Trust Fund” the following amounts (the “Commission Initial Loan”) from Sales Tax Revenues on a basis subordinate to deposits securing the Bonds and the Notes: Fiscal Year (ending June 30) Contribution Amount 2019 $3,000,000 2020 3,000,000 2021 3,000,000 2022 3,000,000 2023 3,000,000 2024 3,000,000 The proceeds of the Commission Initial Loan shall be deposited into the I-15 Trust Fund and transferred to the Toll Trustee, as provided in the I-15 Toll Indenture, and will only be requested by the Toll Trustee to the extent Toll Revenues are not sufficient by the last business day of each calendar month preceding June 1 to make the deposits required under the I-15 Toll Indenture. Such deposits are expected to be made by the Commission from Sales Tax Revenues of the Commission available for such purpose. The Commission may elect, under certain circumstances, to advance the payments to the Toll Trustee in which case the amounts, other than the aggregate amount of $18,000,000, may be increased and the period of transfer shortened. The Commission further covenants to set aside amounts in the I-15 Trust Fund from Sales Tax Revenues, on a basis subordinate to deposits securing the Bonds and the Notes, to 24321400.5 24 provide additional payments as a conditional backstop loan if Toll Revenues are insufficient. The backstop loan payments will be made in the Fiscal Years 2025 through 2039 in an annual amount not to exceed $3,850,000. Such amounts will be requested by the Toll Trustee from the Trustee only upon a certification that there is a deficiency in Toll Revenues necessary to make the deposits required under the I-15 Toll Indenture and the amount requested will only be in the amount of such deficiency subject to the limits set forth in the I-15 Toll Indenture. Payment of the Bonds, including the 2018 Series A Bonds from Sales Tax Revenues is not conditioned upon the construction or operation of the I-15 Express Lanes Project or the payment of the TIFIA Loan or any obligations issued under the I-15 Toll Indenture. Riverside SR-91 Corridor Improvement Project 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 and State Route 60 (“SR-60”) in Riverside County on its eastern end. The previous SR-91 cross section generally consisted of four general purpose lanes, varying in width from 11 feet to 12 feet, as well as auxiliary lanes in each direction. In Orange County, two tolled express lanes (“OCTA 91 Express Lanes”) are operated in each direction by the Orange County Transportation Authority. The OCTA 91 Express Lanes were constructed in the median area of SR-91, beginning west of the SR-91/State Route 55 interchange and terminating near the Orange County/Riverside County line. These express lanes previously transitioned into one high occupancy vehicle (“HOV”) lane in each direction in Riverside County. The Riverside SR-91 Corridor Improvement Project (the “Riverside SR-91 Corridor Improvement Project”) connects with the OCTA 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 continues approximately eight miles to the Interstate 15 (“I-15”)/SR-91 interchange in Riverside County, California. The Riverside SR-91 Corridor Improvement Project involved widening pavement on the outside of the existing highway to reposition general purpose lanes and repurposing the existing HOV lane to accommodate two tolled express lanes in the median in each direction. The Riverside SR-91 Corridor Improvement Project also involved constructing one new general purpose lane in each direction from State Route 71 to I-15, ultimately providing two tolled express lanes and five general purpose lanes in each direction. The Riverside SR-91 Corridor Improvement Project also included the restriping of lanes and construction of a two-lane (one lane in each direction) direct tolled connector approximately 2.8 miles in distance providing the SR-91 tolled express lanes with access/egress to I-15 South. This tolled direct connector commences near Grand Avenue on SR-91 and ends on I-15 South near Ontario Avenue in the City of Corona. All of the Commission-sponsored tolled express lanes on SR-91 are referred to herein as the “RCTC 91 Express Lanes.” Other Riverside SR-91 Corridor Improvement Project improvements included reconstruction with geometric improvements of five local interchanges; construction of new and widened bridges, retaining walls, sound walls, and aesthetics improvements; addition of a collector-distributor system with braided ramps in the vicinity of the SR-91/I-15 interchange; addition of auxiliary lanes and other operational improvements; restriping of lanes in the eastbound and westbound directions for approximately two miles to the west of the Orange 24321400.5 25 County/Riverside County line; restriping of lanes in the eastbound direction for approximately three miles east of the SR-91/I-15 interchange; and the installation of an electronic toll collection and enforcement system. The general purpose lanes and the express lanes, including the direct tolled connector, opened to traffic in March 2017 upon substantial completion. Final acceptance of the RCTC SR-91 Corridor Improvement Project is scheduled for March 2018 with close-out activities for the project concluding by June 2018. [dates to be confirmed] The resolution of right-of-way transactions is anticipated to continue through 2019 and the 3-year plant establishment period will continue through March 2021. Payment of the Bonds, including the 2018 Series A Bonds from Sales Tax Revenues is not conditioned upon the construction or operation of the SR-91 Corridor Improvement Project or the payment of the TIFIA loan for the SR-91 Corridor Improvement Project or any obligations issued under the SR-91 Corridor Improvement Project toll indenture. 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 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. See “RIVERSIDE COUNTY TRANSPORTATION COMMISSION – Cash and Investments.” 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 24321400.5 26 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. However, the Commission believes that many of these 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 CDTFA. 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 2018 Series A 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 2018 Series A Bonds could become includable in federal gross income, possibly from the date of issuance of the 2018 Series A Bonds, as a result of acts or omissions of the Commission subsequent to the issuance of the 24321400.5 27 2018 Series A Bonds. Should interest become includable in federal gross income, the 2018 Series A 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 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. See “OTHER SALES TAX OBLIGATIONS - Existing Bonds.” The Commission expects reductions in Subsidy Payments to occur due to sequestration but is unable to predict the amount or duration of such reductions. 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. 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. Under the Indenture, Subsidy Payments are treated as an offset to Debt Service for coverage calculation purposes, 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. Financial and Operating Risks of the Riverside SR-91 Corridor Improvement Project and the I-15 Express Lanes Project To finance a portion of the costs of the Riverside SR-91 Corridor Improvement Project, the Commission incurred $597,709,010.60 of senior and subordinate debt payable from and secured by toll revenues from the RCTC 91 Express Lanes and expects to incur up to $152,214,260 of senior debt payable from and secured by Toll Revenues to finance a portion of the costs of the I-15 Express Lanes Project. In addition to its debt service obligations arising from such debt, the Commission will have ongoing operation and maintenance expenses as well as certain repair and rehabilitation obligations over the next 50-year period of the RCTC 91 Express Lanes and following its substantial completion of the I-15 Express Lanes Project. 24321400.5 28 Moreover, the Commission will also face continued liability as the owner of the RCTC 91 Express Lanes and the I-15 Express Lanes Project. The Commission has limited experience with the ownership and operation of enterprises like the RCTC 91 Express Lanes and the I-15 Express Lanes Project. While the Commission’s financial obligations with respect to the Riverside SR-91 Corridor Improvement Project and the I-15 Express Lanes Project after substantial completion are limited to the respective toll revenues and, for the TIFIA Loan, the I-15 Trust Fund, any financial distress affecting the RCTC 91 Express Lanes or the I-15 Express Lanes Project may also affect the Commission. Neither project is owned by a stand-alone municipal entity that may file for Chapter 9 bankruptcy separately from the Commission. If either project was 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. 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 2018 Series A 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 2018 Series A 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 2018 Series A 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 24321400.5 29 Revenues are turned over to the Trustee to pay amounts owed to the holders of the 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 2018 Series A 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 Bonds from funds in the Trustee’s possession. The procedure pursuant to which Sales Tax Revenues are paid directly by the CDTFA to the Trustee may no longer be enforceable, and the Commission may be able to require the CDTFA 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, 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 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 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 Bonds, provided that the bankruptcy court determines that the alterations are “fair and equitable.” There may be delays in payments on the 2018 Series A 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 2018 Series A Bonds, or result in losses to the holders of the 2018 Series A 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 2018 Series A Bonds. FINANCIAL STATEMENTS The financial statements of the Commission for the Fiscal Year ended June 30, 2017, included in the 2017 Comprehensive Annual Financial Report 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, 2017. LITIGATION There is not now pending any litigation restraining or enjoining the imposition or collection of the Sales Tax or delivery of the 2018 Series A Bonds or questioning or affecting the validity of the 2018 Series A Bonds or the proceedings and authority under which they are to be 24321400.5 30 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 2018 Series A 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 2018 Series A 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. As discussed further below, legislation has been introduced which, if enacted, would repeal the alternative minimum tax for tax years beginning after December 31, 2017. 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 2018 Series A Bonds is less than the amount to be paid at maturity of such 2018 Series A Bonds (excluding amounts stated to be interest and payable at least annually over the term of such 2018 Series A 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 2018 Series A 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 2018 Series A Bonds is the first price at which a substantial amount of such maturity of the 2018 Series A 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 2018 Series A Bonds accrues daily over the term to maturity of such 2018 Series A 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 2018 Series A Bonds to determine taxable gain or loss upon disposition (including sale, redemption, or payment on maturity) of such 2018 Series A Bonds. Owners of the 2018 Series A Bonds should consult their own tax advisors with respect to the tax consequences of ownership of 2018 Series A Bonds with original issue discount, including the treatment of purchasers who do not purchase such 2018 Series A Bonds in the original offering to the public at the first price at which a substantial amount of such 2018 Series A Bonds is sold to the public. 2018 Series A 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. 24321400.5 31 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 2018 Series A Bonds. The Commission has made certain representations and covenanted to comply with certain restrictions, conditions and requirements designed to ensure that interest on the 2018 Series A 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 2018 Series A Bonds being included in gross income for federal income tax purposes, possibly from the date of original issuance of the 2018 Series A 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 2018 Series A Bonds may adversely affect the value of, or the tax status of interest on, the 2018 Series A 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. Although Bond Counsel is of the opinion that interest on the 2018 Series A 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 amounts treated as interest on, the 2018 Series A 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 2018 Series A 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. Legislation has been introduced in Congress which, if enacted, would significantly change the income tax rates for individuals and corporations and would repeal the alternative minimum tax for tax years beginning after December 31, 2017. 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 2018 Series A Bonds. Prospective purchasers of the 2018 Series A 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 2018 Series A 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 24321400.5 32 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 2018 Series A Bonds ends with the issuance of the 2018 Series A 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 2018 Series A 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 2018 Series A 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 2018 Series A 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 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. Certain legal matters will be passed on for the Underwriters by Nixon Peabody LLP, as their counsel. Compensation paid to Bond Counsel and Disclosure Counsel is conditioned upon the successful issuance of the 2018 Series A Bonds. RATINGS S&P Global Ratings, a business unit of Standard & Poor’s Financial Services LLC, and Fitch Ratings have assigned the 2018 Series A 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 2018 Series A Bonds. The Commission has furnished to the rating agencies certain information respecting the 2018 Series A 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 24321400.5 33 rating may have an adverse effect on the market price of the 2018 Series A Bonds or the ability to sell the 2018 Series A Bonds. UNDERWRITING Merrill Lynch, Pierce, Fenner & Smith Incorporated and Goldman Sachs & Co. LLC, underwriters of the 2018 Series A Bonds (collectively, the “Underwriters”), have agreed, subject to certain conditions, to purchase the 2018 Series A Bonds at a price of $___________ (representing the aggregate principal amount of the 2018 Series A Bonds, plus a premium of $__________, less an underwriters’ discount of $_________). The Bond Purchase Agreement for the 2018 Series A Bonds provides that the Underwriters will purchase all the 2018 Series A Bonds if any are purchased. The 2018 Series A Bonds may be offered and sold by the Underwriters to certain dealers and others at yields lower than the public offering yields indicated on the inside cover hereof, and such public offering yields may be changed, from time to time, by the Underwriters. Merrill Lynch, Pierce, Fenner & Smith Incorporated, one of the Underwriters, is an affiliate of BofA, the counterparty under the BofA Swap Agreement that hedges the 2009 Bonds. In connection with the refunding of the 2009 Bonds, the Commission will make a swap termination payment to BofA. See “PLAN OF REFUNDING.” The following paragraphs have been provided by the Underwriters for inclusion in this Official Statement and the Commission does not assume any responsibility for the accuracy or completeness of such statements or information. The Underwriters and their respective affiliates are full service financial institutions engaged in various activities, which may include sales and trading, commercial and investment banking, advisory, investment management, investment research, principal investment, hedging, market making, brokerage and other financial and non-financial activities and services. Under certain circumstances, the Underwriters and their affiliates may have certain creditor and/or other rights against the Commission and its affiliates in connection with such activities. In the various course of their various business activities, the Underwriters and their respective affiliates, officers, directors and employees may purchase, sell or hold a broad array of investments and actively traded securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments for their own account and for the accounts of their customers, and such investment and trading activities may involve or relate to assets, securities and/or instruments of the Commission (directly, as collateral securing other obligations or otherwise) and/or persons and entities with relationships with the Commission. The Underwriters and their respective affiliates may also communicate independent investment recommendations, market color or trading ideas and/or publish or express independent research views in respect of such assets, securities or instruments and may at any time hold, or recommend to clients that they should acquire, long and/or short positions in such assets, securities and instruments. 24321400.5 34 MUNICIPAL ADVISOR The Commission has retained Fieldman, Rolapp & Associates, Inc., Irvine, California, as Municipal Advisor in connection with the issuance of the 2018 Series A Bonds. Unless specifically noted, the Municipal 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 Municipal Advisor is an independent municipal advisory firm and is not engaged in the business of underwriting, trading or distributing municipal securities or other public securities. Compensation paid to the Municipal Advisor is contingent upon the successful issuance of the 2018 Series A Bonds. 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 2018 Series A 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. This Official Statement will serve as the first Annual Report. See “APPENDIX D – FORM OF CONTINUING DISCLOSURE AGREEMENT.” MISCELLANEOUS The references herein to the Sales Tax 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 Sales Tax 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 2018 Series A 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 owners of any of the 2018 Series A Bonds. The execution and delivery of this Official Statement has been duly authorized by the Commission. RIVERSIDE COUNTY TRANSPORTATION COMMISSION By: Executive Director 24321400.5 APPENDIX A COMMISSION AUDITED FINANCIAL STATEMENTS FOR FISCAL YEAR ENDED JUNE 30, 2017 24321400.5 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 neither the Commission nor the Underwriters makes a 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 2,384,783 as of January 1, 2017, representing an approximately 1.5% increase over the County’s population as estimated for the prior year, and a rate higher than the statewide population increase of 1.0% for the same period. For the ten year period of January 1, 2007 to January 1, 2017, the County’s population grew by approximately 19.6%. During this period, the cities of Eastvale, Jurupa Valley, Menifee and Wildomar incorporated, and account for a total population of 12.25% of the County as of January 1, 2017. 24321400.5 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 2013 2014 2015 2016 2017 Banning 30,332 30,483 30,659 30,834 31,086 Beaumont 40,666 41,864 43,601 45,118 46,179 Blythe 19,894 19,305 19,254 19,813 19,660 Calimesa 7,932 8,040 8,138 8,289 8,637 Canyon Lake 10,543 10,564 10,608 10,681 10,891 Cathedral City 53,163 53,480 53,859 54,261 54,557 Coachella 43,676 44,614 45,001 45,407 45,551 Corona 159,469 162,000 163,317 164,659 167,759 Desert Hot Springs 28,385 28,605 28,794 29,048 29,111 Eastvale 57,458 59,375 60,825 63,162 64,613 Hemet 78,842 79,176 79,548 80,070 81,868 Indian Wells 5,199 5,265 5,336 5,412 5,450 Indio 83,450 84,655 86,683 88,058 88,718 Jurupa Valley 95,731 96,025 96,898 98,177 101,315 Lake Elsinore 56,039 57,368 59,142 61,006 62,092 La Quinta 38,156 38,720 39,311 39,977 40,677 Menifee 83,885 85,455 87,286 89,004 90,660 Moreno Valley 200,889 202,191 203,696 205,383 206,750 Murrieta 110,183 111,226 112,576 113,795 114,914 Norco 27,048 27,037 26,392 26,896 26,882 Palm Desert 48,282 48,494 48,835 49,335 50,740 Palm Springs 45,465 45,818 46,204 46,654 47,379 Perris 70,700 71,743 72,476 73,722 75,739 Rancho Mirage 17,685 17,783 17,920 18,070 18,295 Riverside 316,162 318,511 321,655 324,696 326,792 San Jacinto 46,216 46,649 47,087 47,656 47,925 Temecula 104,145 105,368 107,794 109,064 111,024 Wildomar 33,685 34,271 34,758 35,168 35,782 TOTALS Incorporated 1,913,280 1,934,085 1,957,653 1,983,415 201,102.80 Unincorporated 353,269 357,008 360,271 364,413 373,755 County-Wide 2,266,549 2,291,093 2,317,924 2,347,828 2,384,783 California 38,239,207 38,567,459 38,907,642 39,255,883 39,523,613 ____________________ Source: State Department of Finance, Demographic Research Unit. 24321400.5 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 2012 2013 2014 2015 2016 Total Farm 15,000 14,500 14,400 14,800 14,700 Construction 62,600 70,000 77,600 85,700 92,500 Financial Activities 40,200 41,300 42,300 43,900 45,300 Government 224,600 225,200 228,800 233,300 240,500 Manufacturing 86,700 87,300 91,300 96,100 98,900 Nondurable Goods 29,800 30,100 31,100 33,000 34,100 Durable Goods 56,900 57,300 60,200 63,100 64,800 Mining & Logging 1,200 1,200 1,300 1,300 900 Retail Trade 162,400 164,800 169,400 174,300 179,000 Professional and Business Services 127,500 132,400 139,300 147,400 145,800 Educational and Health Services 173,600 187,600 194,800 205,100 214,300 Leisure and Hospitality 129,400 135,900 144,800 151,700 159,700 Other Services 40,100 41,100 43,000 44,000 45,100 Transportation, Warehousing and Utilities 73,000 78,400 86,600 97,400 104,400 Wholesale Trade 52,200 56,400 58,900 61,600 62,900 Information 11,700 11,500 11,300 11,400 11,600 TOTAL, All Industries(2) 1,200,200 1,247,800 1,303,700 1,362,900 1,415,400 ___________________________ Source: State Employment Development Department, Labor Market Information Division. (1) Based on a March 2016 Benchmark. (2) The employment figures by industry which are shown above are not directly comparable to “TOTAL, All Industries” due to rounding. 24321400.5 B-4 The following table sets forth certain of the ten major employers located in the County as of 2016: COUNTY OF RIVERSIDE CERTAIN MAJOR EMPLOYERS (2016) Company Name Product/Service No. of Local Employees County of Riverside County Government 22,538 University of California, Riverside University 8,686 March Air Reserve Base Military Base 8,500 Amazon E-retailer 7,500 Kaiser Permanente Riverside Medical Center Hospital 5,739 Corona-Norco Unified School District School District 5,399 Riverside Unified School District School District 4,236 Pechanga Resort & Casino Resort Casino 4,000 Riverside University Health System Hospital 3,876 Hemet Unified School District School District 3,400 ____________________ Source: Riverside County Economic Development Agency. 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% 6.1% California(1) 11.7 10.4 8.9 7.5 6.2 5.5(2) United States(2) 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 June of the given year; data is seasonally adjusted. 24321400.5 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 2011 through 2015, the last year being the most recent full year of which annual data is currently available. In 2015, taxable sales for certain categories were not separately calculated, or were combined as described in the footnotes below. Annual taxable sale transaction information by industry for 2016 is not yet available. COUNTY OF RIVERSIDE TAXABLE SALES TRANSACTIONS (In Thousands) 2011 2012 2013 2014 2015 Motor Vehicles and Parts Dealers $ 3,010,487 $ 3,493,098 $ 3,965,201 4,417,943 $ 4,841,615 Furniture and Home Furnishings 436,482 441,649 486,061 520,393 1,135,235(1) Electronics and Appliances Stores 478,406 488,419 510,423 510,061 N/A(1) Bldg. Materials, Garden Supplies 1,303,073 1,365,513 1,535,178 1,706,183 1,826,294 Food and Beverage Stores 1,304,731 1,356,148 1,421,590 1,509,403 1,727,518 Health and Personal Care Stores 454,268 490,238 523,724 544,958 N/A Gasoline Stations 3,300,785 3,516,040 3,456,322 3,426,830 2,851 ,558 Clothing and Clothing Accessories Stores 1,505,821 1,672,482 1,771,603 1,989,623 2,136,728 Sporting, Hobby, Book and Music Stores 454,971 467,536 499,366 519,188 N/A General Merchandise Stores 3,051,709 3,174,022 3,298,920 3,289,057 3,040,244 Miscellaneous Store Retailers 700,338 742,118 758,664 809,032 2,338,039(2) Nonstore Retailers 101,876 142,081 243,334 309,809 N/A(2) Food Services and Drinking Places 2,473,339 2,668,324 2,836,388 3,093,862 3,384,494 Total Retail and Food Services(1) 18,576,285 20,016,668 21,306,774 22,646,343 23,281,724 All Other Outlets 7,065,212 8,079,341 8,758,693 9,389,345 9,629,186 Total All Outlets(3) $25,641,497 $28,096,009 $30,065,467 $32,035,687 $32,910,909 __________________ Source: California State Board of Equalization, Research and Statistics Division. (1) For 2015, Furniture and Home Furnishings category is combined with Electronics and Appliance Stores. (2) For 2015, Nonstore Retailers and Miscellaneous Store Retailers categories have been combined into “Other Retail Group.” (3) Amounts subject to rounding differences. 24321400.5 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 2012 through 2016. COUNTY OF RIVERSIDE BUILDING PERMIT VALUATIONS (In Thousands) 2012 2013 2014 2015 2016 RESIDENTIAL New Single-Family $ 854,814 $1,134,158 $1,296,553 $1,267,593 $1,526,768 New Multi-Family 99,578 136,501 178,117 110,458 106,292 Alterations and Adjustments 84,517 94,422 147,081 113,615 126,475 Total Residential 1,038,909 1 ,365,081 1,621,751 1 ,491,666 1,759,535 NON-RESIDENTIAL New Commercial 346,865 80,510 184,138 182,089 540,447 New Industrial 3,767 140,972 161,321 111,070 59,439 New Other(1) 78,602 184,500 142,204 215,914 374,917 Alterations & Adjustments 154,325 364,616 327,327 299,882 371,216 Total Nonresidential 583,559 770,598 814,990 808,955 1,346,020 TOTAL ALL BUILDING $1,622,468 $2,135,679 $2,436,741 $2,300,621 $3,105,554 ____________________ Source: Construction Industry Research Board for years 2014, 2015 and 2016; 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 2012 2013 2014 2015 2016 Single Family 3,467 4,671 5,007 4,833 5,662 Multi-Family 829 1,415 1,931 1,189 1,039 TOTAL 4,296 6,086 6,938 6,022 6,701 ____________________ Source: Construction Industry Research Board for years 2014, 2015 and 2016; California Homebuilding Foundation/Construction Industry Research Board for years 2012 and 2013. 24321400.5 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 2012 through 2016. COUNTY OF RIVERSIDE COMPARISON OF MEDIAN HOUSING PRICES Year Los Angeles Riverside San Bernardino Southern California(1) 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 2016 489,000 300,000 239,000 443,000 ____________________ 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 2012 through 2016 is set forth in the following table. 24321400.5 B-8 COUNTY OF RIVERSIDE VALUE OF AGRICULTURAL PRODUCTION 2012 2013 2014 2015 2016 Citrus Fruits $ 125,711,000 $ 142,404,000 $ 170,891,000 $ 187,673,000 $ 200,101,000 Trees and Vines 217,214,000 232,536,000 223,593,000 234,928,000 227,444,000 Vegetables, Melons, Misc. 286,234,000 340,407,000 337,404,000 327,199,000 365,157,000 Field and Seed Crops 147,352,000 154,582,000 156,575,000 122,794,000 97,184,000 Nursery 190,878,000 191,215,000 172,910,000 158,648,000 150,426,000 Apiculture 4,983,000 4,715,000 4,819,000 4,897,000 5,082,000 Aquaculture 4,205,000 2,262,000 5,078,000 5,397,000 4,624,000 Livestock and Poultry 276,553,000 259,683,000 290,746,000 260,015,000 255,758,000 Grand Total $1,253,130,000 $1,327,804,000 $1,362,016,000 $1,301,551,000 $1,275,776,000 ____________________ 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 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. The RCTC 91 Express Lanes that connect with the OCTA 91 Express Lanes at the Orange County/Riverside County line and continue to the State Route 91/Interstate 15 interchange opened in March 2017. When travelling along State Route 91 through Corona, vehicles may 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). 24321400.5 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. 24321400.5 APPENDIX C SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE 24321400.5 APPENDIX D FORM OF CONTINUING DISCLOSURE AGREEMENT 24321400.5 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, the Underwriters 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 2018 Series A Bonds, (b) certificates representing ownership interest in or other confirmation or ownership interest in the 2018 Series A Bonds, or (c) redemption or other notices sent to DTC or Cede & Co., its nominee, as the registered owner of the 2018 Series A 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 E. 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 2018 Series A Bonds or an error or delay relating thereto. The Depository Trust Company, New York, NY, will act as securities depository for the 2018 Series A Bonds. The 2018 Series A 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 2018 Series A 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 24321400.5 E-2 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 Participants”). DTC has a S&P Global Ratings 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 2018 Series A Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for the 2018 Series A Bonds on DTC’s records. The ownership interest of each actual purchaser of each 2018 Series A 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 2018 Series A 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 2018 Series A Bonds is discontinued. To facilitate subsequent transfers, all 2018 Series A 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 2018 Series A 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 2018 Series A Bonds; DTC’s records reflect only the identity of the Direct Participants to whose accounts such 2018 Series A 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 2018 Series A 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 2018 Series A 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 2018 Series A Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy). 24321400.5 E-3 Principal, premium, if any, and interest payments on the 2018 Series A 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 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 2018 Series A 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 2018 Series A Bonds that they be able to obtain certificates, the Trustee will execute, transfer and exchange 2018 Series A Bonds as requested by DTC and will deliver new 2018 Series A 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 2018 Series A Bonds will be payable upon surrender thereof at the principal corporate trust office of the Trustee. The interest on 2018 Series A 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 2018 Series A 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 2018 Series A Bonds may be exchanged at the corporate trust office of the Trustee for a like aggregate principal amount of 2018 Series A 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, 24321400.5 E-4 upon surrender of such 2018 Series A Bond for cancellation; provided that no transfer or exchange may occur during the period established by the Trustee for selection of 2018 Series A Bonds for redemption, or of any 2018 Series A Bond or portion of a 2018 Series A Bond so selected for 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. APPENDIX F FORM OF BOND COUNSEL OPINION NRF DRAFT 2/16/18 29584249.4 CONTINUING DISCLOSURE AGREEMENT by and between RIVERSIDE COUNTY TRANSPORTATION COMMISSION and DIGITAL ASSURANCE CERTIFICATION, L.L.C., as Dissemination Agent Dated as of April 1, 2018 Relating to $_________ RIVERSIDE COUNTY TRANSPORTATION COMMISSION Sales Tax Revenue Refunding Bonds (Limited Tax Bonds) 2018 Series A ATTACHMENT 4 29584249.4 D-1 CONTINUING DISCLOSURE AGREEMENT THIS CONTINUING DISCLOSURE AGREEMENT (this “Disclosure Agreement”), dated as of April 1, 2018, 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) 2018 Series A (the “2018 Series A 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 an Eighth Supplemental Indenture, dated as of April 1, 2018, 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 2018 Series A Bonds and in order to assist the underwriters of the 2018 Series A 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 2018 Series A 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. 29584249.4 D-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 April ___, 2018, relating to the 2018 Series A Bonds. “Participating Underwriters” means the underwriters of the 2018 Series A Bonds required to comply with the Rule in connection with the offering of the 2018 Series A 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 2018 Series A 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 2017-18 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 Official Statement shall serve as the first Annual Report. 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 29584249.4 D-3 Commission shall give notice of such change in the manner provided under Section 5(e) hereof. (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 2018 Series A Bonds, if there have been any unscheduled redemptions, retirements or defeasances, and the debt service schedule for 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 29584249.4 D-4 entitled “Historical Sales Tax Revenues” set forth in the Official Statement under the caption “THE SALES TAX – Historical Sales Tax Revenues.” 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 2018 Series A 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. 29584249.4 D-5 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 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 2018 Series A 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 2018 Series A 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 2018 Series A Bonds, or other events affecting the tax status of the 2018 Series A 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. 29584249.4 D-6 (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. 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 2018 Series A Bonds. If such termination occurs prior to the final maturity of the 2018 Series A 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. The Dissemination Agent shall have no duty or obligation to review or verify any information, disclosures or notices provided to it by the Commission and shall not be deemed to be acting in any fiduciary capacity for the Commission, the holders of the Bonds or any other party. 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. 29584249.4 D-7 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 2018 Series A 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 2018 Series A 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 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 2018 Series A 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. 315 E. Robinson Street, Suite 300 Orlando, Florida 32801 Tel: (407) 515-1100 Fax: (407) 515-6513 29584249.4 D-8 To the Trustee: U.S. Bank National Association 633 West Fifth Street, 24th Floor Los Angeles, California 90071 Attention: Global Corporate Trust Services Tel: (213) 615-6002 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 2018 Series A Bonds, and shall create no rights in any other person or entity. 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. 29584249.4 D-9 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 29584249.4 D-10 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) 2018 Series A Date of Issuance: April ___, 2018 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 April 1, 2018, 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 OH&S Draft – 02/15/18 4162-6668-2641.5 NINTH SUPPLEMENTAL INDENTURE between RIVERSIDE COUNTY TRANSPORTATION COMMISSION and U.S. BANK NATIONAL ASSOCIATION, as Trustee ________________________________ Dated as of April 1, 2018 ________________________________ Relating to RIVERSIDE COUNTY TRANSPORTATION COMMISSION SALES TAX REVENUE REFUNDING BONDS (LIMITED TAX BONDS) 2018 SERIES A (Supplementing the Indenture Dated as of June 1, 2008) ATTACHMENT 5 i 4162-6668-2641.5 ARTICLE LX DEFINITIONS Section 60.01. Definitions ........................................................................................................... 2 Section 60.02. Rules of Construction .......................................................................................... 3 ARTICLE LXI FINDINGS, DETERMINATIONS AND DIRECTIONS Section 61.01. Findings and Determinations ............................................................................... 3 Section 61.02. Recital in Bonds .................................................................................................. 4 Section 61.03. Effect of Findings and Recital ............................................................................. 4 ARTICLE LXII AUTHORIZATION OF 2018 SERIES A BONDS Section 62.01. Principal Amount, Designation and Series .......................................................... 4 Section 62.02. Purpose and Application of Proceeds .................................................................. 4 Section 62.03. Form, Denomination, Numbers and Letters ........................................................ 5 Section 62.04. Date, Maturities and Interest Rates ..................................................................... 5 ARTICLE LXIII REDEMPTION AND PURCHASE OF 2018 SERIES A BONDS Section 63.01. Optional Redemption of 2018 Series A Bonds ................................................... 6 Section 63.02. Selection of 2018 Series A Bonds for Redemption ............................................. 6 Section 63.03. Notice of Redemption; Purchase In Lieu of Redemption ................................... 7 ARTICLE LXIV ESTABLISHMENT OF FUNDS AND ACCOUNTS AND APPLICATION THEREOF Section 64.01. Funds and Accounts ............................................................................................ 7 Section 64.02. 2018 Series A Costs of Issuance Fund ................................................................ 7 ARTICLE LXV MISCELLANEOUS Section 65.01. Severability .......................................................................................................... 8 Section 65.02. Parties Interested Herein ...................................................................................... 8 Section 65.03. Headings Not Binding ......................................................................................... 8 Section 65.04. Notice Addresses ................................................................................................. 8 Section 65.05. Notices to Rating Agencies ................................................................................. 8 Section 65.06. Brokerage Confirmations .................................................................................... 8 Section 65.07. Indenture to Remain in Effect ............................................................................. 9 Section 65.08. Effective Date of Ninth Supplemental Indenture ................................................ 9 Section 65.09. Execution in Counterparts ................................................................................... 9 EXHIBITS EXHIBIT A FORM OF 2018 SERIES A BOND ................................................................ A-1 EXHIBIT B NOTICE ADDRESSES ................................................................................... B-1 4162-6668-2641.5 NINTH SUPPLEMENTAL INDENTURE THIS NINTH SUPPLEMENTAL INDENTURE, dated as of April 1, 2018 (this “Ninth 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 Ninth 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 B, 2009 Series C, 2010 Series B (Taxable Build America Bonds), 2013 Series A and 2017 Series A and its Sales Tax Revenue Refunding Bonds (Limited Tax Bonds), 2016 Series A and 2017 Series B, in the aggregate principal amount of $897,655,000, 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 B (the “2009 Series B Bonds”) and its Sales Tax Revenue Bonds (Limited Tax Bonds), 2009 Series C (the “2009 Series C Bonds” and, together with the 2009 Series B 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 $70,800,000 currently remains outstanding; WHEREAS, the Commission has negotiated the termination of the BANA Swap, effective as of [March 27, 2018], and [has made/will make] a termination payment in the amount of $[__________] to Bank of America from [funds on hand, to be reimbursed from proceeds of the 2018 Series A Bonds (as such term is defined below)]; 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), 2018 Series A” (the “2018 Series A Bonds”) for the purpose of providing funds to (i) refund all of the outstanding 2009 Bonds and (ii) [finance, or reimburse the Commission for payment of,] a termination payment in connection with the 2 4162-6668-2641.5 termination of the BANA Swap, and (iii) pay the costs of issuance of the 2018 Series A Bonds, all as provided in this Ninth Supplemental Indenture; NOW, THEREFORE, the parties hereto hereby agree as follows: ARTICLE LX DEFINITIONS Section 60.01. 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 12.01, Section 19.01, Section 26.01, Section 32.01, Section 36.01, Section 42.01, Section 48.01 and Section 54.01 of the Indenture shall have the same meanings in this Ninth Supplemental Indenture. (b) Additional Definitions. Unless the context otherwise requires, the following terms shall, for all purposes of this Ninth Supplemental Indenture, have the following meanings: “Authorized Denominations” means, with respect to 2018 Series A Bonds, $5,000 and any integral multiple thereof. “BANA Swap” shall have the meaning ascribed to such term in the recitals to this Ninth Supplemental Indenture. “Interest Payment Date” means, with respect to 2018 Series A Bonds, June 1 and December 1 of each year until the redemption or maturity of such 2018 Series A Bonds, commencing with June 1, 2018. “Issue Date” means, with respect to the 2018 Series A Bonds, the date on which the 2018 Series A Bonds are first delivered to the purchasers thereof. “Ninth Supplemental Indenture” means this Ninth Supplemental Indenture, between the Commission and the Trustee, as amended and supplemented from time to time. “Record Date” means, with respect to the 2018 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 2018 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 Ninth Supplemental Indenture. “Refunding Bond Law” means 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.) 3 4162-6668-2641.5 “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 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. “2009 Bonds” shall have the meaning ascribed to such term in the recitals to this Ninth Supplemental Indenture. “2009 Series B Bonds” shall have the meaning ascribed to such term in the recitals to this Ninth Supplemental Indenture. “2009 Series C Bonds” shall have the meaning ascribed to such term in the recitals to this Ninth Supplemental Indenture. “2018 Series A Bonds” shall mean the Riverside County Transportation Commission Sales Tax Revenue Refunding Bonds (Limited Tax Bonds), 2018 Series A, authorized by Article LXII of this Indenture. “2018 Series A Bonds Tax Certificate” means the Tax Certificate executed on behalf of the Commission in connection with the issuance of the 2018 Series A Bonds. “2018 Series A Costs of Issuance Fund” means the fund by that name established pursuant to Section 64.01. Section 60.02. 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 LX. The terms “hereby,” “hereof,” “hereto,” “herein,” “hereunder,” and any similar terms, as used in this Ninth Supplemental Indenture, refer to the Indenture. ARTICLE LXI FINDINGS, DETERMINATIONS AND DIRECTIONS Section 61.01. Findings and Determinations. The Commission hereby finds and determines that the 2018 Series A Bonds shall be issued pursuant to Article LXII and Section 3.01, Section 3.02 and Section 3.03 of the Indenture, and upon the issuance of the 2018 Series A Bonds, any and all acts, conditions and things required to exist, to happen and to be performed, precedent 4 4162-6668-2641.5 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 61.02. Recital in Bonds. There shall be included in each of the definitive 2018 Series A Bonds, and also in each of the temporary 2018 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 2018 Series A Bonds, and in the issuing of that 2018 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 2018 Series A Bonds, 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 and the Act, and that such certification and recital shall be in such form as is set forth in the form of the 2018 Series A Bonds attached hereto as Exhibit A. Section 61.03. Effect of Findings and Recital. From and after the issuance of the 2018 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 2018 Series A Bonds is at issue. ARTICLE LXII AUTHORIZATION OF 2018 SERIES A BONDS Section 62.01. Principal Amount, Designation and Series. Pursuant to the provisions of this Indenture and the provisions of the Act and the Refunding Bond Law, a Series of Bonds entitled to the benefit, protection and security of such provisions is hereby authorized in the aggregate principal amount of $[Principal Amount]. 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), 2018 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 2018 Series A Bonds in the aggregate principal amount set forth above. Section 62.02. Purpose and Application of Proceeds. The 2018 Series A Bonds are issued for the purpose of providing funds to (i) refund all of the outstanding 2009 Bonds, (ii) [finance, or reimburse the Commission for payment of,] a termination payment in connection with the termination of the BANA Swap, and (iii) pay the costs of issuance for the 2018 Series A Bonds. The net proceeds from the sale of the 2018 Series A Bonds in the amount of $[___________], comprised of $[Principal Amount] aggregate principal amount, plus [net] original issue premium of $[__________], less an underwriters’ discount 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 Series B Bonds; (b) $[_________] of such proceeds shall be deposited in the Redemption Fund for application to the redemption of the 2009 Series C Bonds; 5 4162-6668-2641.5 (c) $[_________] of such proceeds shall be [transferred to the Commission for reimbursement of the termination payment paid to Bank of America in connection with the termination of the BANA Swap]; and (d) $[_________] of such proceeds shall be deposited in the 2018 Series A Costs of Issuance Fund. Section 62.03. Form, Denomination, Numbers and Letters. Each Series of 2018 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 2018 Series A Bonds and the certificate of authentication shall be substantially in the form attached hereto as Exhibit A. Section 62.04. Date, Maturities and Interest Rates. The 2018 Series A Bonds shall be issued as Current Interest Bonds in the aggregate principal amount of $[Principal Amount]. The 2018 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__ $________ _.___% Interest on each 2018 Series A Bond shall be payable on each Interest Payment Date for such 2018 Series A Bond until the principal sum of such 2018 Series A Bond has been paid; provided, however, that if at the maturity date of any 2018 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 2018 Series A Bond shall then cease to bear interest. Interest on each 2018 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 2018 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 6 4162-6668-2641.5 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 2018 Series A Bonds are Book-Entry Bonds, principal of and interest on the 2018 Series A Bonds shall be payable by wire transfer to DTC in lawful money of the United States of America. Principal of the 2018 Series A Bonds shall be payable when due upon presentation and surrender thereof at the Principal Office of the Trustee. Each 2018 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 2018 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 2018 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. ARTICLE LXIII REDEMPTION AND PURCHASE OF 2018 SERIES A BONDS Section 63.01. Optional Redemption of 2018 Series A Bonds. (a) Optional Redemption of 2018 Series A Bonds. The 2018 Series A Bonds maturing on or before June 1, 20__ shall not be subject to redemption prior to their respective stated maturities. The 2018 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 1, 20__ at the principal amount of the 2018 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 2018 Series A Bonds and notice thereof may be conditional and shall be 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 2018 Series A Bonds called for redemption. Section 63.02. Selection of 2018 Series A Bonds for Redemption. The Commission shall designate which maturities of any 2018 Series A Bonds are to be called for optional redemption pursuant to Section 63.01(a). If less than all 2018 Series A Bonds maturing by their terms on any one date are to be redeemed at any one time, the Trustee shall select the 2018 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 2018 Series A Bonds so selected for redemption. For purposes of such selection, 2018 Series A Bonds shall be deemed 7 4162-6668-2641.5 to be composed of multiples of minimum Authorized Denominations and any such multiple may be separately redeemed. Section 63.03. Notice of Redemption; Purchase In Lieu of Redemption. (a) Any notice of optional redemption of the 2018 Series A Bonds shall be delivered in accordance with Section 4.02 and may be conditional, rescinded or cancelled as provided in Section 4.02 and this Section 63.03(a). The Commission shall provide the Trustee with a Request for optional redemption at least 30 days (or such lesser time as is acceptable to the Trustee) prior to the optional redemption date specified in such Request. All notices of redemption shall be given by the Trustee to the Holders not less than 20 days prior to the redemption date. (b) The Commission reserves the right at all times to purchase any of its 2018 Series A Bonds on the open market. ARTICLE LXIV ESTABLISHMENT OF FUNDS AND ACCOUNTS AND APPLICATION THEREOF Section 64.01. Funds and Accounts. To ensure the proper application of such portion of proceeds from the sale of the 2018 Series A Bonds to be applied to pay the Costs of Issuance of the 2018 Series A Bonds, there is hereby established the 2018 Series A Costs of Issuance Fund, such fund to be held by the Trustee. Section 64.02. 2018 Series A Costs of Issuance Fund. The monies set aside and placed in the 2018 Series A Costs of Issuance Fund shall be expended for the purpose of paying the Costs of Issuance of the 2018 Series A Bonds. Before any payment from the 2018 Series A 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 2018 Series A 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, 2018, any remaining amounts in the 2018 Series A Costs of Issuance Fund shall be transferred to the Revenue Fund and the 2018 Series A Costs of Issuance Fund shall be closed. ARTICLE LXV MISCELLANEOUS Section 65.01. Severability. If any covenant, agreement or provision, or any portion thereof, contained in this Ninth Supplemental Indenture, or the application thereof to any person or circumstance, is held to be unconstitutional, invalid or unenforceable, the remainder of this Ninth 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 8 4162-6668-2641.5 affected thereby, and this Ninth Supplemental Indenture and the 2018 Series A Bonds issued pursuant hereto shall remain valid, and the Holders of the 2018 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 65.02. Parties Interested Herein. Nothing in this Ninth 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 2018 Series A Bonds, any right, remedy or claim under or by reason of this Ninth Supplemental Indenture or any covenant, condition or stipulation hereof; and all the covenants, stipulations, promises and agreements in this Ninth 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 2018 Series A Bonds. Section 65.03. Headings Not Binding. The headings in this Ninth 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 Ninth Supplemental Indenture. Section 65.04. 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 65.05. Notices to Rating Agencies. The Trustee shall provide notice to the Rating Agencies of the following events with respect to the 2018 Series A Bonds: (1) Change in Trustee; (2) Amendments to the Indenture; and (3) Redemption or defeasance of any 2018 Series A Bonds. Section 65.06. 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 65.07. Indenture to Remain in Effect. Save and except as amended and supplemented by this Ninth Supplemental Indenture, the Indenture shall remain in full force and effect. Section 65.08. Effective Date of Ninth Supplemental Indenture. This Ninth Supplemental Indenture shall take effect upon its execution and delivery. 9 4162-6668-2641.5 Section 65.09. Execution in Counterparts. This Ninth 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 4162-6668-2641.5 IN WITNESS WHEREOF, the parties hereto have executed this Ninth 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: By: 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 EXHIBIT A FORM OF 2018 SERIES A BOND No. R--__________ $___________ Riverside County Transportation Commission Sales Tax Revenue Refunding Bond (Limited Tax Bond) 2018 Series A INTEREST RATE MATURITY ISSUE DATE CUSIP ___% June 1, 20__ April __, 2018 769125___ 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 corporate trust office of U.S. Bank National Association, as trustee (together with any successor as trustee under the hereinafter defined Indenture, the “Trustee”) in St. Paul, Minnesota or at such other corporate trust office the Trustee shall designate for presentation of Bonds. 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 A-2 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, and together with the Act, the “Law”), and an Indenture, dated as of June 1, 2008, as supplemented, including as supplemented by a Ninth Supplemental Indenture, dated as of April 1, 2018 (the “Ninth 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 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 California Department of Tax and Fee Administration, as statutorily created and designated successor to the former California 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 A-3 Commission is not obligated to pay the principal of and interest on this Bond except from Revenues and certain other funds pledged thereunder. This Bond shall be deliverable in the form of a fully registered Bond in denominations of $5,000 and any multiple thereof. Optional Redemption Provisions Bonds shall be subject to optional redemption as specified in the Indenture. Amendments and Modifications The rights and obligations of the Commission and of the Beneficial Owners and registered Holders 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 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 2018 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 [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 EXHIBIT B NOTICE ADDRESSES To the Commission: To the Rating Agencies: Riverside County Transportation Commission S&P Global Ratings 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 One State Street Plaza 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 4823-6919-4076.5 NP DRAFT 2/16 $[Par Amount] RIVERSIDE COUNTY TRANSPORTATION COMMISSION SALES TAX REVENUE REFUNDING BONDS (LIMITED TAX BONDS) 2018 SERIES A BOND PURCHASE AGREEMENT March __, 2018 Riverside County Transportation Commission P.O. Box 12008 Riverside, California 92502 Ladies and Gentlemen: The undersigned, Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representative (the “Representative”), acting on behalf of itself and the underwriters listed in Exhibit A hereto (collectively, the “Underwriters”), offers to enter into this Bond Purchase Agreement (the “Purchase Agreement”) with the Riverside County Transportation Commission (the “Commission”), for the purchase by the Underwriters of the Sales Tax Revenue Refunding Bonds (Limited Tax Bonds), 2018 Series A (the “Bonds”), to be issued by the Commission and authenticated by U.S. Bank National Association, a national banking association, located in Los Angeles, California, as trustee (the “Trustee”) under that certain Indenture, dated as of June 1, 2008 between the Commission and the Trustee (the “Original Indenture”), as supplemented, including as supplemented by the Ninth Supplemental Indenture, dated as of April 1, 2018 (the “Ninth Supplemental Indenture”). The Original Indenture as supplemented is collectively referred to herein as the “Indenture.” The offer made hereby is subject to its written acceptance by the Commission, and delivery of an executed counterpart of this Purchase Agreement to us at or before 11:59 p.m., California Time, on the date hereof, and, if not so accepted, will be subject to withdrawal by the Underwriters upon notice from the Representative delivered to the Commission’s Executive Director or Chief Financial Officer at any time before acceptance. Upon acceptance, this Purchase Agreement shall be in full force and effect in accordance with its terms and shall be binding upon the Commission and the Underwriters. All capitalized terms used herein and not otherwise defined shall have the meanings given to such terms in the Indenture. The proceeds of the Bonds will be used to (i) refund all of the outstanding Sales Tax Revenue Bonds (Limited Tax Bonds), 2009 Series B and 2009 Series C (together, the “2009 Bonds”), (ii) finance or reimburse the Commission for a termination payment in connection with the termination of the interest rate swap agreement with Bank of America, N.A. relating to the 2009 Bonds (the “BANA Swap”), and (iii) pay the costs of issuance of the Bonds, all as defined in and more particularly described in the Official Statement. In order to assist the Underwriters in complying with Rule 15c2-12 (as hereinafter defined), the Commission will undertake, pursuant to the Indenture and a Continuing Disclosure Agreement ATTACHMENT 6 4823-6919-4076.5 2 with Digital Assurance Certification L.L.C. dated as of April 1, 2018 (the “Continuing Disclosure Agreement”), to provide certain annual financial information and notices of the occurrence of certain specified events. A description of this undertaking is set forth in, and a form of such agreement is attached as an appendix to, the Preliminary Official Statement and the Official Statement. 1. On the basis of the representations, warranties and covenants and upon the terms and conditions set forth in this Purchase Agreement, the Underwriters hereby agree to purchase and the Commission hereby agrees to issue and cause the Trustee to authenticate and deliver to the Underwriters all (but not less than all) of the Bonds in the aggregate principal amount of $[____________]. The Bonds shall be dated the Closing Date. The Underwriters agree to purchase the Bonds at the aggregate purchase price of $[____________] (consisting of the aggregate principal amount of the Bonds, plus original issue premium of $[_________] and less $[__________] Underwriters’ discount). The Bonds mature in the years and principal amounts and bear interest at the rates set forth in Exhibit B hereto, shall be subject to redemption as set forth in Exhibit C hereto and shall be substantially in the form described in the Indenture, and shall be issued and secured under the provisions of and shall be payable and subject to redemption as provided in the Indenture. The Bonds are limited obligations of the Commission payable from and secured by Revenues pledged under the Indenture, including the Sales Tax Revenues, subject to the provisions of the Indenture permitting the application thereof for the purposes and on the terms and conditions set forth in the Indenture. The Revenues are pledged to the payment of the principal of, interest and premium, if any, on the Bonds as provided in the Indenture. 2. The Underwriters have designated the undersigned as their Representative. The undersigned represents that it has been duly authorized by the Underwriters to execute this Purchase Agreement. The Underwriters agree to make an initial public offering of all of the Bonds, at a price not in excess of the initial public offering prices set forth on the cover page of the Official Statement; provided, however, the Underwriters reserve the right subsequent to the initial public offering to change such initial public offering prices as the Underwriters deem necessary or desirable, in their sole discretion, in connection with the marketing of the Bonds, and may offer and sell the bonds to certain dealers, unit investment trusts and money market funds, certain of which may be sponsored or managed by one or more of the Underwriters at prices lower than the initial public offering prices or yields greater than the yields set forth in the Official Statement. 3. (a) The Representative, on behalf of the Underwriters, agrees to assist the Commission in establishing the issue price of Bonds and shall execute and deliver to the Commission at Closing an “issue price” or similar certificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit D. If such certificate is insufficient to assist the Commission in establishing the issue price of the Bonds, one or more of the other Underwriters shall execute and deliver to the Commission at Closing a certificate substantially in the form of Schedule C to Exhibit D to the extent necessary to assist the Commission in establishing the issue price of the Bonds. The certificates actually delivered will have such modifications as may be appropriate or necessary, in the reasonable judgment of the Representative, the Commission and Bond Counsel, to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Bonds. All actions to be 4823-6919-4076.5 3 taken by the Commission under this section to establish the issue price of Bonds may be taken on behalf of the Commission by the Commission’s municipal advisor identified herein and any notice or report to be provided to the Commission may be provided to the Commission’s municipal advisor. (b) [Except as otherwise set forth in Exhibit D attached hereto,] [T]he Commission will treat the first price at which 10% of each maturity of Bonds (the “10% test”) is sold to the public as the issue price of that maturity (if different interest rates apply within a maturity, each separate CUSIP number within that maturity will be subject to the 10% test). At or promptly after the execution of this Bond Purchase Agreement, the Representative shall report to the Commission the price or prices at which the Underwriters have sold to the public each maturity of Bonds. [If, as of the date hereof, the 10% test has not been satisfied as to any maturity of the Bonds, the Representative agrees to promptly report to the Commission the prices at which Bonds of that maturity have been sold by the Underwriters to the public. That reporting obligation shall continue until the earlier of the date upon which the 10% test has been satisfied as to the Bonds of that maturity or until all Bonds of that maturity or the Closing Date.] REMOVE BRACKETED LANGUAGE IF DEFAULTING TO H-T-O-P RULE (c) [The Representative confirms that the Underwriters have offered Bonds to the public on or before the date of this Bond Purchase Agreement at the offering price or prices (the “initial offering price”), or at the corresponding yield or yields, set forth in Exhibit D attached hereto, except as otherwise set forth therein. [Exhibit D also sets forth, as of the date of this Bond Purchase Agreement, the maturities, if any, of the Bonds for which the 10% test has not been satisfied and for which the Commission and the Representative, on behalf of the Underwriters, agrees that the restrictions set forth in the next sentence shall apply, which will allow the Commission to treat the initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the “hold-the-offering-price rule”). So long as the hold-the- offering-price rule remains applicable to any maturity of the Bonds, the Underwriters will neither offer nor sell unsold Bonds of that maturity to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier of the following: (i) the close of the fifth (5th) business day after the sale date; or (ii) the date on which the Underwriters have sold at least 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public.] The Commission acknowledges that, in making the representation set forth in this subsection, the Representative will rely on (i) the agreement of each Underwriter to comply with the hold-the-offering-price rule, as set forth in an agreement among underwriters and the related pricing wires, (ii) in the event a selling group has been created in connection with the initial sale of Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the hold-the-offering-price rule, as set forth in a selling group agreement and the related pricing wires, (iii) in the event that an Underwriter is a party to a retail distribution agreement that was employed in connection with the initial sale of Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the hold-the- 4823-6919-4076.5 4 offering-price rule, as set forth in the retail distribution agreement and the related pricing wires, and if applicable, certificates in the form attached hereto as Schedule C to Exhibit D executed by such Underwriter. The Commission further acknowledges that each Underwriter shall be solely liable for its failure to comply with its agreement regarding the hold-the-offering-price rule and that no Underwriter shall be liable for the failure of any other Underwriter, or of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a retail distribution agreement, to comply with its corresponding agreement regarding the hold-the-offering-price rule as applicable to Bonds. (d) The Representative confirms that (i) any agreement among underwriters, any selling group agreement and each retail distribution agreement (to which either Representative is a party) relating to the initial sale of Bonds to the public, together with the related pricing wires, contains or will contain language obligating each Underwriter, each dealer who is a member of the selling group, and each broker-dealer that is a party to such retail distribution agreement, as applicable, to (A) report the prices at which it sells to the public the unsold Bonds of each maturity allotted to it until it is notified by the Representative that either the 10% test has been satisfied as to Bonds of that maturity or all Bonds of that maturity have been sold to the public and (B) to comply with the hold-the offering price rule, if applicable, in each case if and for so long as directed by the Representative and as set forth in the related pricing wires, and (ii) any agreement among underwriters relating to the initial sale of Bonds to the public, together with the related pricing wires, contains or will contain language obligating each Underwriter that is a party to a retail distribution agreement to be employed in connection with the initial sale of Bonds to the public to require each broker-dealer that is a party to such retail distribution agreement to (A) report the prices at which it sells to the public the unsold Bonds of each maturity allotted to it until it is notified by the Representative or the Underwriter that either the 10% test has been satisfied as to Bonds of that maturity or all Bonds of that maturity have been sold to the public and (B) comply with the hold-the offering price rule, if applicable, in each case, if and for so long as directed by the Representative or the Underwriter and as set forth in the related pricing wires. (e) The Underwriters acknowledge that sales of any Bonds to any person that is a related party to an Underwriter shall not constitute sales to the public for purposes of this section. Further, for purposes of this section: (i) “public” means any person other than an underwriter or a related party, (ii) “underwriter” means (A) any person that agrees pursuant to a written contract with the Commission (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of Bonds to the public and (B) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (A) to participate in the initial sale of Bonds to the public (including a member of a selling group or a party to a retail distribution agreement participating in the initial sale of Bonds to the public), 4823-6919-4076.5 5 (iii) a purchaser of any of Bonds is a “related party” to an underwriter if the underwriter and the purchaser are subject, directly or indirectly, to (i) at least 50% common ownership of the voting power or the total value of their stock, if both entities are corporations (including direct ownership by one corporation of another), (ii) more than 50% common ownership of their capital interests or profits interests, if both entities are partnerships (including direct ownership by one partnership of another), or (iii) more than 50% common ownership of the value of the outstanding stock of the corporation or the capital interests or profit interests of the partnership, as applicable, if one entity is a corporation and the other entity is a partnership (including direct ownership of the applicable stock or interests by one entity of the other), and (iv) “sale date” means the date of execution of this Bond Purchase Agreement by all parties. 4. The Commission has delivered or caused to be delivered to the Underwriters prior to the execution of this Purchase Agreement, copies of the Preliminary Official Statement dated March__, 2018 relating to the Bonds (the “Preliminary Official Statement”). The Commission ratifies, confirms and approves the use and distribution by the Underwriters of the Preliminary Official Statement, in connection with the sale of the Bonds. It is acknowledged by the Commission that the Underwriters may deliver the Preliminary Official Statement and a final Official Statement (as hereinafter defined) electronically over the internet and in printed paper form. For purposes of this Purchase Agreement, the printed paper form of the Preliminary Official Statement and the Official Statement are deemed controlling. The Commission deems such Preliminary Official Statement final as of its date for purposes of Rule 15c2-12 under the Securities Exchange Act of 1934 (“Rule 15c2-12”) except for information allowed to be omitted by Rule 15c2-12. Within seven (7) business days from the date hereof and in any event not less than two days prior to the date of Closing (as defined below), the Commission shall deliver to the Underwriters a final Official Statement, executed on behalf of the Commission by an authorized representative of the Commission and dated the date hereof, which shall be in the form of the Preliminary Official Statement with only those changes necessary to reflect information permitted to be omitted by paragraph (b)(1) of Rule 15c2-12, and such other amendments or supplements as shall have been approved by the Commission and the Underwriters and such additional conformed copies thereof in “designated electronic format” (as defined in MSRB Rule G-32), as the Underwriters may reasonably request in sufficient quantities to comply with Rule 15c2-12 and to meet potential customer requests for copies of the Official Statement. The Official Statement, including the cover page, the appendices thereto and all information incorporated therein by reference is hereinafter referred collectively to as the “Official Statement.” The Representative agrees to (1) provide the Commission with final pricing information on the Bonds on a timely basis, (2) disseminate to the Underwriters copies of the final Official Statement, including any supplements prepared by the Commission, and (3) promptly file a copy of the final Official Statement, including any supplements prepared by the Commission, with the Municipal Securities Rulemaking Board. 5. The Closing. At 9:00 a.m., California time, on April __, 2018, or at such other time or on such other date as the Commission and the Representative may agree (the “Closing Date”), the Commission, following the receipt by the Trustee of the purchase price from the Underwriters, shall deliver, or cause to be delivered, the Bonds in book-entry form through the Trustee via the 4823-6919-4076.5 6 F.A.S.T. delivery book-entry system of The Depository Trust Company (“DTC”) to the Underwriters. The Representative, on behalf of the Underwriters, will pay the aggregate purchase price set forth in paragraph 1 hereof, in immediately available funds to or on the order of the Commission and accept such delivery. Concurrently with the delivery of the Bonds to the Underwriters, the Commission will deliver the documents hereinafter mentioned at the offices of Orrick, Herrington & Sutcliffe LLP, San Francisco, California (“Bond Counsel”) or another place to be mutually agreed upon by the Commission and the Representative. This payment for and delivery of the Bonds, together with the delivery of the aforementioned documents, is herein called the “Closing.” 6. Representations, Warranties and Covenants. The Commission represents, warrants and covenants to the Underwriters (and it shall be a condition of the obligation of the Underwriters to purchase and accept delivery of the Bonds) that the representations and warranties contained herein shall be true and correct on the date hereof and at the Closing Date, as if made on and at the Closing. The Commission so represents and warrants that: (a) the Commission is, and will be on the date of Closing, a county transportation commission organized and existing under the laws of the State of California (the “State”), with full legal right, power and authority to cause the execution, sale and delivery of the Bonds, to execute, deliver and perform its obligations under this Purchase Agreement, the Continuing Disclosure Agreement, and the Indenture (collectively, the “Commission’s Documents”) and to carry out and consummate all other transactions contemplated by each of the aforesaid and to execute and deliver the Official Statement; (b) by all necessary official action, the Commission has duly adopted Ordinance No. 02-001, imposing the Sales Tax, which was approved by at least two-thirds of the electors in the County voting on the Sales Tax on November 5, 2002 (“Ordinance No. 02-001”), and Ordinance No. 10-002, providing that the aggregate principal amount of bonds or other evidences of indebtedness issued by the Commission and payable from Sales Tax Revenues in accordance with Ordinance No. 02-001 at any one time outstanding shall not exceed $975 million (collectively, the “Ordinance”); (c) (i) the Preliminary Official Statement, excluding therefrom the information under the caption “UNDERWRITING” and information concerning DTC and the book-entry system and information permitted to be omitted from the Preliminary Official Statement under Rule 15c2-12 (collectively, the “POS Excluded Information”) as to which no representation or warranties are made did not as of its date contain any untrue statement of a material fact, or omit to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading; and (ii) the Preliminary Official Statement, excluding therefrom the POS Excluded Information, does not as of the date of this Purchase Agreement contain any untrue statement of a material fact, or omit to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading; (d) the Official Statement (excluding therefrom the information under the caption “UNDERWRITING,” reoffering prices and yields and information concerning DTC and the book-entry system (the “OS Excluded Information”) as to which no representations or 4823-6919-4076.5 7 warranties are made), in the form delivered to the Underwriters, does not, as of the date delivered to the Underwriters, and will not at the time of Closing (if supplemented or amended prior to the Closing, then as so supplemented or amended), contain any untrue statement of a material fact, or omit to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading; (e) when delivered to and paid for by the Underwriters on the Closing Date in accordance with the provisions of this Purchase Agreement, the Bonds will have been duly authorized, executed and delivered and will constitute valid and binding limited obligations of the Commission in conformity with and entitled to the benefit and security of the Indenture, except as enforcement of such obligations may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or limiting creditors rights generally, the application of equitable principles, the exercise of judicial discretion and the limitations on legal remedies against public entities in the State; (f) the Commission, by all necessary official action prior to or concurrently with the acceptance hereof, has duly authorized the execution and delivery of the Commission’s Documents and the Official Statement, and the Commission’s Documents, when executed and delivered, assuming due authorization, execution and delivery by the other parties thereto, will constitute the legally valid and binding obligations of the Commission enforceable in accordance with their terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or affecting creditors’ rights generally, the exercise of judicial discretion and the limitations on legal remedies against public entities in the State; (g) the Commission is not in breach of or default under any applicable law or administrative regulation of the State or the United States of America or any applicable judgment, decree, resolution, contract or other instrument or any agreement to which the Commission is a party or is otherwise subject the breach of which would materially affect its ability to perform its obligations under the Commission’s Documents, and the execution and delivery of the Bonds and the Commission’s Documents and compliance with the provisions thereof will not in any material respect conflict with or constitute a material breach of or default under any applicable law, regulation, decree, writ, order or injunction or any agreement, resolution, contract or other instrument or any agreement to which the Commission is subject and which is material to the Commission’s ability to perform its obligations under the Commission’s Documents, nor will such execution, delivery and compliance result in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any of the properties or assets of the Commission under the terms of any such law, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument, except as provided in the Indenture; (h) at the Closing, the Commission will be in compliance in all respects with the covenants and agreements contained in the Commission’s Documents, and no event of default and no event which, with the lapse of time or giving of notice, or both, would constitute an event of default thereunder shall have occurred and be continuing; 4823-6919-4076.5 8 (i) no action, suit, proceeding, inquiry or investigation at law or in equity before or by any court, government agency, public board or body of competent jurisdiction, is pending or, to the best of the Commission’s knowledge, threatened against the Commission: (i) in any way affecting the existence of the Commission or in any way challenging the respective powers of the several offices or the titles of the officials of the Commission to such offices; or (ii) affecting or seeking to prohibit, restrain or enjoin the issuance, sale or delivery of any of the Bonds, the application of the proceeds of the sale of the Bonds, the proceedings authorizing and approving the Sales Tax, the levy or collection of the Sales Tax, or in any way contesting or affecting, as to the Commission, the validity or enforceability of the Act, the proceedings authorizing the Sales Tax, Resolution No. 18-002 of the Commission adopted on March 14, 2018 (the “Resolution”), the Ordinance, the Bonds or the Commission’s Documents or contesting the powers of the Commission or its authority with respect to issuance or delivery of the Bonds or the execution and delivery of the Commission’s Documents or contesting the power or authority to levy the Sales Tax or contesting the completeness or accuracy of the Preliminary Official Statement or the Official Statement, or in any way contesting or challenging the consummation of the transactions contemplated hereby or thereby or which might materially adversely affect the ability of the Commission to perform and satisfy its obligations under the Commission’s Documents or the Bonds; nor to the best of the Commission’s knowledge is there any basis for any such action, suit, proceeding, inquiry or investigation, wherein an unfavorable decision, ruling or finding would materially adversely affect the Act, the proceedings authorizing the Sales Tax or the Commission’s Documents or the performance by the Commission of its obligations thereunder, or the authorization, execution, delivery or performance by the Commission of the Bonds or the Commission’s Documents; (j) the Commission will furnish such information, execute such instruments and take such other action not inconsistent with law in cooperation with the Underwriters which the Underwriters may reasonably request in order (i) to qualify the 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 as the Underwriters may designate; and (ii) to determine the eligibility of the Bonds for investment under the laws of such states and other jurisdictions, and will continue to take such action so long as required for distribution of the Bonds; provided, however, that in no event shall the Commission be required to take any action which would subject it to service of process in any jurisdiction in which it is not now so subject or be required to register as a dealer or broker or qualify to do business as a foreign corporation or be subject to any other similar requirements deemed by the Commission to be unduly burdensome; (k) all approvals, consents and orders of any governmental authority or agency having jurisdiction in the matters which would constitute a condition precedent to the due performance by the Commission of its obligations under the Commission’s Documents and the Bonds have been duly obtained or made, and are, and will be on the date of Closing, in full force and effect; (l) if, subsequent to the date hereof, and prior to the Closing, an event occurs, or information becomes known, affecting the Commission which is materially adverse and which might cause the information in the Official Statement, as then supplemented or amended, to contain an untrue statement of material fact or omit to state a material fact necessary to make the statements made therein, in the light of circumstances under which they were made, not 4823-6919-4076.5 9 misleading, the Commission shall notify the Representative thereof, and if in the opinion of the Representative such event requires a supplement or amendment to the Official Statement, the Commission will supplement or amend the Official Statement in a form and manner approved by the Representative; (m) for a period of 25 days subsequent to the Closing Date (the “Delivery Period”), if an event occurs which might or would cause the Official Statement, as then supplemented or amended, to contain any untrue statement of a material fact, or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the Commission shall promptly notify the Representative thereof and if, in the opinion of the Representative, such event requires the preparation and publication of a supplement or amendment to the Official Statement, the Commission shall prepare and deliver to the Underwriters (at the Commission’s expense for 25 days from the date of the Closing), as many copies of an amendment or supplement which will correct such statement or omission as the Underwriters may reasonably request. During the Delivery Period, the Commission shall furnish such information as the Representative may from time to time reasonably request; (n) if the Official Statement is amended or supplemented pursuant to paragraph 6(m) hereof, at the time of each supplement or amendment thereto and (unless subsequently again supplemented or amended pursuant to such paragraph) at all times subsequent thereto up to and including the Closing Date, the Official Statement as so supplemented or amended (excluding therefrom the OS Excluded Information, as to which no representations or warranties are made) will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (o) between the date of this Purchase Agreement and the date of Closing, the Commission will not, without the prior written consent of the Representative, offer or issue any bonds, notes or other obligations for borrowed money, or incur any material liabilities, direct or contingent. (p) during the last five years, the Commission has not failed to comply in all material respects with any previous undertaking relating to continuing disclosure of information pursuant to Rule 15c2-12; (q) the financial statements of the Commission as of June 30, 2017 present fairly, in all material respects, the respective financial position of the governmental activities, the business-type activities, each major fund, and the aggregate remaining fund information and the respective changes in financial position, and, where applicable, cash flows thereof of the Commission as of the dates and for the periods therein set forth. Except as disclosed in the Official Statement or otherwise disclosed in writing to the Representative, there has not been any materially adverse change in the financial condition of the Commission or in its operations since June 30, 2017 and there has been no occurrence, circumstance or combination thereof which is reasonably expected to result in any such materially adverse change; and 4823-6919-4076.5 10 (r) any certificates executed by any officer of the Commission and delivered to the Underwriters pursuant hereto shall be deemed a representation and warranty of the Commission as to the accuracy of the statements therein made. 7. The Representative, on behalf of itself and the Underwriters, have entered into this Purchase Agreement in reliance upon the representations and warranties of the Commission contained herein and the representations and warranties to be contained in the documents and instruments to be delivered at the Closing and upon the performance by the Commission of its obligations both on and as of the date hereof and as of the Closing Date. Accordingly, the Underwriters’ obligations under this Purchase Agreement to purchase, to accept delivery of and to pay for the Bonds shall be subject, at the sole option of the Representative, to the accuracy in all material respects of the representations and warranties of the Commission contained herein as of the date hereof and as of the Closing Date, to the accuracy of the statements of the officers and other officials of the Commission made in any certificate or other document furnished pursuant to the provisions hereof, to the performance by the Commission of its obligations to be performed hereunder and under such documents and instruments at or prior to the Closing Date, and to the following additional conditions: (a) Prior to the Closing, the Commission’s Documents shall have been duly authorized, executed and delivered and simultaneously with Closing the Bonds shall have been duly authorized, executed and delivered and none of such documents shall have been amended, modified or repealed, except to the extent to which the Representative has given its written consent; (b) At the time of Closing, all official action of the Commission related to the Commission’s Documents, and the sale of the Bonds, shall be in full force and effect and shall not have been amended, modified, supplemented or repealed in any material respect; (c) At the time of Closing, the Commission shall have made timely payment of principal and/or interest when due on all of its respective outstanding bonds, notes or other obligations; (d) As of the date hereof and at Closing, trading of securities in general shall not have been suspended on any national securities exchange; nor shall any proceeding be pending or threatened by the Securities and Exchange Commission against the Commission; (e) Subsequent to the date hereof, up to and including the Closing, there shall not have occurred any change in or particularly affecting the Commission, the Act, the Ordinance, the Sales Tax, the Sales Tax Revenues, the Bonds or the Commission’s Documents as the foregoing matters are described in the Official Statement, which in the reasonable professional judgment of the Underwriters materially impairs the investment quality of the Bonds; (f) Subsequent to the date hereof, up to and including the Closing, the California Department of Tax and Fee Administration (“CDTFA”) shall not have suspended or advised the Commission of suspension of the collection of the Sales Tax or the escrow of any proceeds thereof by the CDTFA, and counsel to the Commission shall not have been advised of the suspension of the collection of the Sales Tax or the escrow of any proceeds thereof by the CDTFA or have CDTFA question the validity of the Sales Tax; 4823-6919-4076.5 11 (g) The Commission shall perform, or have performed at or prior to the time of the Closing, all of its obligations required under or specified in the Commission’s Documents, as amended to the date of Closing, to be performed at or prior to the Closing; (h) At or prior to the Closing, the Underwriters shall receive, among other items, the following, in each case reasonably satisfactory in form and substance to the Representative and Underwriters’ Counsel: (i) Executed copies of each of the Commission’s Documents and specimen copies of the Bonds; (ii) The approving opinion of Bond Counsel, substantially in the form attached to the Official Statement as Appendix F; (iii) A supplemental opinion of Bond Counsel, addressed to the Underwriters, stating the Underwriters may rely upon the opinion referred to in subparagraph (ii) hereof as though addressed to them and to the following effect: (A) The information contained in the Official Statement in the sections entitled “THE 2018 SERIES A BONDS,” “SECURITY AND SOURCES OF PAYMENT FOR THE 2018 SERIES A BONDS,” “TAX MATTERS,” “APPENDIX C – SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE” and “APPENDIX F – PROPOSED FORM OF BOND COUNSEL OPINION” excluding any material that may be treated as included under such captions by cross reference or reference to other documents or sources, insofar as such statements expressly summarize certain provisions of the Indenture and the form and content of such counsel’s opinion relating to the tax exemption of interest on the Bonds, are accurate in all material respects; and (B) The Bonds are not subject to the registration requirements of the Securities Act of 1933, as amended, and the Indenture is exempt from qualification pursuant to the Trust Indenture Act of 1939, as amended; and (C) This Purchase Agreement has been duly executed and delivered by the Commission and is a valid and binding obligation of the Commission, subject to laws relating to bankruptcy, insolvency, reorganization, receivership, arrangement, fraudulent conveyance, moratorium and other laws relating to or affecting creditors’ rights generally, to the application of equitable principles, to the exercise of judicial discretion and to the limitations on legal remedies against public entities in the State; (iv) The opinion of Norton Rose Fulbright US LLP (“Disclosure Counsel”) addressed to the Underwriters, to the effect that while they have not independently verified the accuracy or fairness of the statements and representations set forth in the Official Statement or referred to therein or the financial statements and the appendices thereto, as a result of their participation in the preparation of the Preliminary Official Statement and the Official Statement and their review of certain documents referred to therein: (I) no facts have come to the attention of the personnel in the firm directly involved in rendering legal advice and assistance in connection therewith which gives them cause to believe that the Preliminary Official Statement (except for information permitted to be excluded therefrom pursuant to Rule 15c2-12, the financial 4823-6919-4076.5 12 statements and other financial and statistical data included therein, forecasts, projections, estimates, assumptions and expressions of opinion, statements relating to DTC, Cede & Co. and the book-entry system and statements contained in in Appendices A, B and E thereto, as to which no view need to be expressed) as of its date contained, or as of the date hereof contains, any untrue statement of a material fact or omitted or omits to state any material fact necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading; and (II) no facts have come to the attention of the personnel in the firm directly involved in rendering legal advice and assistance in connection therewith which gives them cause to believe that the Official Statement (except for the financial statements and other financial and statistical data included therein, forecasts, projections, estimates, assumptions and expressions of opinion, statements relating to DTC, Cede & Co. and the book-entry system and statements contained in in Appendices A, B and E thereto, as to which no view need to be expressed), as of its date contained, or as of the Closing Date contains, any untrue statement of a material fact or omitted or omits to state any material fact necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading; (v) An opinion, dated the date of the Closing and addressed to the Underwriters, of Best Best & Krieger LLP, General Counsel to the Commission, to the effect that: (i) the Commission is a county transportation commission duly organized under the laws of the State; (ii) the Ordinance and the resolution or resolutions of the Commission approving and authorizing the execution and delivery of the Commission’s Documents by the Commission (the “Resolutions”) were duly adopted at meetings of the Commission, which were called and held pursuant to law and with all public notice required by law and at which a quorum was present and acting at the time of adoption; (iii) to the best knowledge of such counsel, there is no action, suit, proceeding or investigation at law or in equity before or by any court, public board or body of competent jurisdiction, pending or threatened against or affecting the Commission, to restrain or enjoining the enforcement of the Commission’s Documents or in any way contesting or affecting the validity of the Bonds or the Commission’s Documents; (iv) the execution and delivery of the Bonds by the officer executing the same and the Commission’s Documents by the Commission, the adoption of the Resolutions, and compliance by the Commission with the provisions of the foregoing, as appropriate, under the circumstances contemplated thereby, does not and will not conflict with or constitute on the part of the Commission a breach or default under any agreement or other instrument to which the Commission is a party or by which it is bound (and of which such counsel is reasonably aware) or any existing law, regulation, court order or consent decree to which the Commission is subject; (v) the Commission’s Documents have been duly authorized, executed and delivered by the Commission and, assuming due authorization, execution and delivery by the other parties thereto, the Commission’s Documents constitute legal, valid and binding agreements of the Commission, enforceable in accordance with their respective terms, subject in each case to laws relating to bankruptcy, insolvency or other laws affecting the enforcement of creditors’ rights generally and the application of equitable principles if equitable remedies are sought; (vi) except as described in the Official Statement, no authorization, approval, consent, or other order of the State or any other governmental authority or agency within the State having jurisdiction over the Commission is required for the valid authorization, execution, delivery and performance by the Commission of the Commission’s Documents which has not been obtained; and (vii) without having undertaken to determine independently the accuracy, completeness or fairness of the statements contained in the Preliminary Official Statement and the Official Statement and based upon the information made available to such counsel in the course of its participation in the 4823-6919-4076.5 13 preparation of the Official Statement as counsel for the Commission, nothing has come to such counsel’s attention which would cause them to believe that the Official Statement (excluding therefrom the financial statements and statistical data included in the Official Statement and the OS Excluded Information) as of the date thereof and as of the Closing Date, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; (vi) a certificate or certificates, dated the Closing Date, signed by a duly authorized official of the Commission to the effect that, to the best of such official’s knowledge, (i) the representations and warranties of the Commission contained in this Purchase Agreement are true and correct on and as of the Closing Date with the same effect as if made on the Closing Date; (ii) no event affecting the Commission has occurred since the date of the Official Statement which has the effect of causing the Official Statement (excluding the OS Excluded Information) to contain any untrue statement of a material fact or to omit to state a material fact necessary in order to make the statements and information therein, in light of the circumstances under which they were made, not misleading; (iii) the Commission has, and at the time of the Closing will have, full legal right, power and authority (A) to execute and enter into the Commission’s Documents, (B) to adopt the Resolution, (C) to sell and deliver the Bonds to the Underwriters pursuant to the Constitution and laws of the State, (D) to issue the Bonds, (E) to cause the Sales Tax to be levied and collected, (F) to pledge the Sales Tax Revenues to the payment of the Bonds and (G) to carry out and to consummate the transactions contemplated by, and to perform all of its obligations under, the Resolution, the Commission’s Documents, the Bonds and the Official Statement; (iv) the Commission has (A) duly authorized and approved the Official Statement, (B) duly authorized and approved the execution and delivery of, and performance by the Commission of its obligations under, the Bonds and the Commission’s Documents, (C) duly adopted the Resolutions and (D) duly authorized and approved the use of the proceeds of the sale of the Bonds, as contemplated by the Official Statement; (v) at or prior to the time and date of the Closing, the Bonds will have been duly executed and delivered by the Commission, and each of them and the Resolutions and the Commission’s Documents will constitute legal, valid and binding obligations of the Commission enforceable against the Commission in accordance with their respective terms, except to the extent that the enforceability may be limited by bankruptcy, insolvency, arrangement, moratorium or other laws affecting the rights of creditors generally, equitable remedies, judicial discretion and the limitations on legal remedies against local transportation authorities in the State; (vi) the Resolutions, the Commission’s Documents and the Bonds conform in all material respects to the descriptions thereof in the Preliminary Official Statement and the Official Statement; (vii) the financial data relating to the Commission and the financial statements of the Commission contained in the Preliminary Official Statement and the Official Statement present fairly the financial condition and results of the operations of the Commission at the dates and for the periods therein specified and such financial data relating to the Commission and the financial statements of the Commission contained in the Preliminary Official Statement and the Official Statement are presented in conformity with generally accepted accounting principles applied on a basis substantially consistent with that of the audited financial statements of the Commission except as otherwise specifically noted in the Preliminary Official Statement and the Official Statement and, except as disclosed in the Official Statement, since June 30, 2017, no materially adverse change has occurred, or any development involving a prospective material change, in the financial position or results of operations of the Commission and the Commission has not incurred since June 30, 4823-6919-4076.5 14 2017, any material liabilities other than in the ordinary course of business or as set forth in or contemplated by the Official Statement; (viii) no litigation of any nature is now pending or, to the best of the Commission’s knowledge, threatened in any court or before any governmental agency of competent jurisdiction: (A) restraining or enjoining, or seeking to restrain or enjoin, the issuance, sale, execution or delivery of the Bonds; or (B) in any way contesting or affecting (1) the validity or enforceability of the Bonds, or (2) any proceedings of or on behalf of the Commission taken with respect to the issuance or sale of the Bonds, or (3) adoption of the Resolution or the execution and delivery of the Commission’s Documents, or (4) the levy and collection of the Sales Tax, or (5) the pledge of Sales Tax Revenues effected by the Indenture, as described in the Preliminary Official Statement and the Official Statement, or (6) the proceedings authorizing and approving the Sales Tax or the levy or collection of the Sales Tax, or (7) the existence or powers of the Commission; or (C) in any manner questioning (1) the proceedings or authority for the issuance of the Bonds, or (2) any provision made or authorized for the payment of the Bonds, or (3) the existence or operations of the Commission, or (4) the power of the Commission to issue the Bonds, or (5) the power of the Commission to undertake any other transactions necessary in connection with this proposed financing; or (D) which would have a material adverse effect upon the operations of the Commission relating to the Bonds or to the contemplated use of the proceeds thereof; (ix) none of the Commission’s proceedings or authority for the issuance, sale, execution and delivery of the Bonds, or the execution and delivery of the Commission’s Documents, or the adoption of the Resolution as described in the Preliminary Official Statement and the Official Statement has been repealed, modified, amended, revoked or rescinded; (x) no approval, permit, consent or authorization of any governmental or public agency, authority or person having jurisdiction over the Commission not already obtained and no proceedings not already had are required in connection with (A) the issuance and sale of the Bonds, (B) the execution and delivery by the Commission of, or the performance by it of its obligations under, the Bonds, the Commission’s Documents and the Resolution or (C) except as contemplated by the Preliminary Official Statement and the Official Statement, the issuance and sale of the Bonds or the application of the proceeds of the sale thereof; (xi) there is no material adverse change in the condition or affairs of the Commission that would make it unreasonable for the Underwriters or other purchasers of the Bonds to rely upon the Official Statement in connection with the resale of the Bonds, and the Underwriters are hereby authorized to distribute copies of the Official Statement in connection with the resale of the Bonds; and (xii) the Commission has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the date of issuance of the Bonds with respect to the issuance of the Bonds; (vii) a certificate, dated the Closing Date, signed by a duly authorized official of the Trustee, that: (A) the Trustee is a national banking association organized and existing under and by virtue of the laws of the United States of America, having the full power and being qualified to enter into the Indenture and perform its duties under the Indenture and the Continuing Disclosure Agreement (together, the “Trustee Documents”); (B) the Trustee is duly authorized to enter into the Indenture and Trustee has duly executed and delivered the Indenture; 4823-6919-4076.5 15 (C) the execution and delivery of the Indenture and compliance with the provisions on the Trustee’s part contained in the Trustee Documents, will not conflict with or constitute a breach of or default under any law, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument to which Trustee is a party or is otherwise subject (except that no representation, warranty or agreement is made with respect to any federal or state securities or blue sky laws or regulations), nor will any such execution, delivery, adoption or compliance result in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any of the properties or assets held by the Trustee pursuant to the Indenture under the terms of any such law, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument, except as provided by the Trustee Documents; (D) to the best of the knowledge of the Trustee, it has not been served with any action; suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, governmental agency, public board or body, nor is any such action or other proceeding threatened against the Trustee, as such but not in its individual capacity, affecting the existence of the Trustee, or the titles of its officers to their respective offices or seeking to prohibit, restrain or enjoin the collection of Sales Tax Revenues to be applied to pay the principal, premium, if any, and interest on the Bonds, or the pledge thereof, or in any way contesting or affecting the validity or enforceability of the Indenture, or contesting the powers of the Trustee or its authority to enter into, adopt or perform its obligations under any of the foregoing, wherein an unfavorable decision, ruling or finding would materially adversely affect the validity or enforceability of the Indenture; and (E) the Trustee will apply the proceeds from the Bonds as provided in the Indenture. (viii) an opinion of counsel to the Trustee, addressed to the Underwriters, in form and substance satisfactory to the Representative, to the effect that the Trustee is a national banking association with due power and authority to execute the Indenture, that the Trustee has duly authenticated the Bonds and that the Indenture is in effect and is valid and binding upon the Trustee; (ix) the opinion of Nixon Peabody LLP, counsel to the Underwriters (“Underwriters’ Counsel”), dated the date of the Closing and addressed to the Underwriters, in form and substance satisfactory to the Representative; (x) a copy of the Official Statement, executed on behalf of the Commission by a person duly authorized to sign on behalf of the Commission; (xi) a certified copy of the general resolution or resolutions of the Trustee authorizing the execution and delivery of the Indenture and the Bonds; (xii) certified copies of the resolution or resolutions of the Commission authorizing the execution and delivery of the Commission’s Documents; (xiii) evidence that the Refunded Bonds have been refunded under the Indenture; 4823-6919-4076.5 16 (xiv) evidence that the BANA Swap has been terminated and all amounts due and owing thereunder have been or will be paid to the satisfaction of the Underwriters; (xv) a copy of the Blue Sky Memorandum with respect to the Bonds, prepared by Underwriters’ Counsel; (xvi) a tax certificate relating to the tax exempt Bonds in form satisfactory to Bond Counsel and the Representative; (xvii) a copy of the Notices of Sale required to be delivered to the California Debt Investment and Advisory Commission pursuant to Sections 8855(i) and 53583 of the California Government Code; (xviii) evidence that any ratings on the Bonds described in the Preliminary Official Statement and the Official Statement are in full force and effect as of the date of the Closing; (xix) a Certificate, dated the Closing Date, signed by an authorized representative of Fieldman Rolapp & Associates, Financial Advisor to the Commission, to the effect that no information came to such representative’s attention which gives such representative reason to believe that the statements and information in the Preliminary Official Statement and the Official Statement under the caption “[PLAN OF REFUNDING]” contains any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading; (xx) a certified copy of the proceedings relating to authorization and approval of the Sales Tax, including: (i) a certified copy of the Ordinance; and (ii) evidence of the results of the November 5, 2002 and November 2, 2010 elections; (xxi) a copy of the executed Agreement for State Administration of Transactions and Use Tax, between the Commission and the California State Board of Equalization, including all amendments thereto; (xxii) a copy of the Blanket Letter of Representation to DTC relating to the Bonds signed by DTC and the Commission; (xxiii) an executed copy of the Continuing Disclosure Agreement; and (xxiv) such additional certificates, legal opinions of Bond Counsel, Disclosure Counsel or other counsel and such other instruments or documents as Underwriters’ Counsel, Disclosure Counsel or Bond Counsel reasonably request to evidence the truth and accuracy as of the date hereof and as of the Closing Date of information contained in the Official Statement and the representations and warranties contained herein and in the Official Statement and the due satisfaction as or prior to the Closing Date of all conditions then to be satisfied in connection with the transaction contemplated hereby. 8. To the extent permitted by law, the Commission agrees to indemnify and hold harmless the Underwriters and each person, if any, who controls (within the meaning of Section 15 4823-6919-4076.5 17 of the Securities Act of 1933, as amended, or of Section 20 of the Securities Exchange Act of 1934, as amended) the Underwriters and the officers, agents and employees of the Underwriters (each such person, an “Indemnified Party”) against any and all losses, claims, damages, liabilities and expenses arising out of any untrue statement of a material fact contained in the Preliminary Official Statement (other than in the POS Excluded Information) or the Official Statement (other than in the OS Excluded Information) or the omission to state in the Preliminary Official Statement (other than omissions of the POS Excluded Information) or the Official Statement (other than omissions of the OS Excluded Information) a material fact necessary to make the statements therein relating to the Commission, in the light of the circumstances under which they were made, not misleading. The Commission shall not be liable for any settlement of any such action effected without its consent by any Indemnified Party, which consent shall not be unreasonably withheld, but if settled with the consent of the Commission or if there be a final judgment for the plaintiff in any such action against the Commission or any Indemnified Party, the Commission agrees to indemnify and hold harmless such Indemnified Party to the extent provided herein. In case any claim shall be made or action brought against an Indemnified Party for which indemnity may be sought against the Commission, as provided above, the Underwriters shall promptly notify the Commission in writing setting forth the particulars of such claim or action and the Commission shall assume the defense thereof, including at its option the retaining of counsel acceptable to the Underwriters and including the payment of all expenses. The Indemnified Party shall not have the right to retain separate counsel unless (i) the Commission shall have specifically authorized the retaining of such counsel or (ii) the parties to such suit include the Indemnified Party and one or more legal defenses may be available to it which may not be available to the Commission, in which case the Commission shall not be entitled to assume the defense of the suit but the Underwriters shall bear the fees and expenses of such counsel. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Commission, its employees and its officers, but only with reference to liability in connection with false statements and information in the Preliminary Official Statement and the Official Statement furnished to the Commission in writing by such Underwriter for inclusion in the Preliminary Official Statement and the Official Statement. The Commission acknowledges that the only information provided by the Underwriters for inclusion in the Preliminary Official Statement was the information contained under the caption “UNDERWRITING” and the only information provided by the Underwriters for inclusion in the Official Statement was the principal amount, interest rates, prices and yields and redemption prices set forth on the inside cover of the Official Statement and the information contained under the caption “UNDERWRITING”. 9. The Underwriters shall have the right to cancel their obligation hereunder to purchase the Bonds (and such cancellation shall not constitute a default hereunder by the Underwriters) by the Representative notifying you in writing of its election to do so between the date hereof and the Closing, if at any time hereafter and prior to the Closing: (i) any event occurring, or information becoming known that, in the reasonable judgment of the Representative, makes untrue any statement of a material fact contained in the Official Statement or results in an omission of a material fact necessary to make 4823-6919-4076.5 18 the statements made therein, in the light of the circumstances under which they were made, not misleading; or (ii) An amendment to the Constitution of the United States or the State shall have been passed or legislation shall have been introduced in or enacted by the Congress of the United States or the legislature of any state having jurisdiction of the subject matter or legislation pending in the Congress of the United States shall have been amended or legislation shall have been recommended to the Congress of the United States or to any state having jurisdiction of the subject matter or otherwise endorsed for passage (by press release, other form of notice or otherwise) by the President of the United States, the Treasury Department of the United States, the Internal Revenue Service or the Chairman or ranking minority member of the Committee on Finance of the United States Senate or the Committee on Ways and Means of the United States House of Representatives, or legislation shall have been proposed for consideration by either such Committee by any member thereof or presented as an option for consideration by either such Committee by the staff of such Committee or by the staff of the joint Committee on Taxation of the Congress of the United States, or legislation shall have been favorably reported for passage to either House of the Congress of the United States by a Committee of such House to which such legislation has been referred for consideration, or a decision shall have been rendered by a court of the United States or of the State or the Tax Court of the United States, or a ruling shall have been made or a regulation or temporary regulation shall have been proposed or made or any other release or announcement shall have been made by the Treasury Department of the United States, the Internal Revenue Service or other federal or State authority, with respect to federal or State taxation upon revenues or other income of the general character to be derived by the Commission or upon interest received on obligations of the general character of the Bonds which, in the judgment of the Representative, may have the purpose or effect, directly or, indirectly, of affecting the tax status of the Commission, its property or income, its securities (including the Bonds) or the interest thereon, or any tax exemption granted or authorized by State legislation; or (iii) any legislation, ordinance, rule or regulation shall be introduced in, or be enacted by any governmental body, department or agency of the State, or a decision by any court of competent jurisdiction within the State or any court of the United States of America shall be rendered which, in the reasonable opinion of the Representative, materially adversely affects the market price or marketability of the Bonds or the ability of the Underwriters to enforce contracts for the sale of the Bonds; or (iv) legislation shall be enacted by the Congress of the United States of America, or a decision by a court of the United States of America shall be rendered, or a stop order, ruling, regulation or official statement by, or on behalf of, the Securities and Exchange Commission or any other governmental agency having jurisdiction of the subject matter shall be issued or made to the effect that the execution, delivery, offering or sale of obligations of the general character of the Bonds, or the execution, delivery, offering or sale of the Bonds, including all underlying obligations, as contemplated hereby or by the Official Statement, is in violation or would be in violation of, or that obligations of the general character of the Bonds, or the Bonds, are not exempt from registration under, any provision of the federal securities laws, including the Securities Act of 1933, as amended and as then in effect, or that the Indenture needs to be qualified under the Trust Indenture Act of 1939, as amended and as then in effect; or 4823-6919-4076.5 19 (v) the imposition by the New York Stock Exchange or other national securities exchange or any governmental authority or any material restrictions not now in force with respect to the Bonds or obligations of the general character of the Bonds or securities generally or the material increase of any such restrictions now in force, including those relating to the extension of credit by or the charge to the net capital requirements of, the Underwriters, which, in the reasonable opinion of the Representative, materially adversely affects the market price or marketability of the Bonds or the ability of the Underwriters to enforce contracts for the sale of the Bonds; or (vi) the declaration of a general banking moratorium by federal, New York or California authorities or a major financial crisis or a material disruption in commercial banking or securities settlement or clearances services shall have occurred, or the general suspension of trading or minimum or maximum prices for trading shall have been fixed and be in force or maximum ranges or prices for securities shall have been required and be in force on the New York Stock Exchange on any national securities exchange by a determination by that exchange or by order of the Securities and Exchange Commission or any other governmental agency having jurisdiction, which, in the reasonable opinion of the Representative, materially adversely affects the market price or marketability of the Bonds or the ability of the Underwriters to enforce contracts for the sale of the Bonds; or (vii) any new outbreak or escalation of hostilities, declaration by the United States of America of a national emergency or war or other calamity or crisis affecting the financial markets which, in the reasonable opinion of the Representative, materially adversely affects the market price or marketability of the Bonds or the ability of the Underwriters to enforce contracts for the sale of the Bonds; or (viii) any rating of securities of the Commission payable from or secured by Revenues reflecting the creditworthiness of the Commission, shall have been withdrawn or reduced, placed on credit watch, assigned a negative outlook or announced to be under review by a rating agency, which, in the Representative’s reasonable opinion, materially adversely affects the market price or marketability of the Bonds or the ability of the Underwriters to enforce contracts for the sale of the Bonds; or (ix) the commencement of any action, suit or proceeding described in Section 5(i) hereof which, in the reasonable judgment of the Representative, materially adversely affects the market price of the Bonds or the ability of the Underwriters to enforce contracts for the sale of the Bonds; or (x) there shall be in force a general suspension of trading on the New York Stock Exchange; or (xi) a material adverse change has occurred or becomes known in the operations or finances of the Commission. 10. The Underwriters shall be under no obligation to pay and the Commission shall pay or cause to be paid from the proceeds of the Bonds or other funds available to it the expenses incident to the performance of the obligations of the Commission hereunder, including but not 4823-6919-4076.5 20 limited to (a) the cost of printing or engraving, and mailing or delivering the definitive Bonds and the Official Statement in reasonable quantities and all other documents or the cost of recording and filing such documents (other than as set forth in the next succeeding paragraph) prepared in connection with the transactions contemplated hereby; (b) the fees and disbursements of the Trustee, in connection with the execution, sale and delivery of the Bonds; (c) the fees and disbursements of the Bond Counsel, Disclosure Counsel, General Counsel, and any other experts or consultants retained by the Commission in connection with the transactions contemplated hereby; (d) the costs related to obtaining ratings on the Bonds. The Underwriters shall pay (a) California Debt and Investment Advisory Commission fees; (b) the cost of preparation and printing of any Blue Sky Memorandum to be used by them; (c) all advertising expenses in connection with the public offering of the Bonds; (d) the fees and expenses of Underwriters’ Counsel; (e) CUSIP number costs; and (f) any fees assessed upon the Underwriters with respect to the Bonds by the Municipal Securities Rulemaking Board or the Financial Industry Regulatory Authority. To the extent not otherwise reimbursed in full by the Commission pursuant to the preceding paragraph of this Section, the Commission acknowledges that a portion of the Underwriters’ discount is intended to reimburse the Underwriters for incidental expenses (including, but not limited to, transportation, lodging and meals of Commission and Underwriter personnel) incurred by the Underwriters (on their own behalf and/or on behalf of Underwriter personnel and Commission personnel and advisors, as applicable) in connection with the consummation of the transaction contemplated by this Purchase Agreement. 11. No covenant or agreement contained in this Purchase Agreement shall be deemed to be a covenant or agreement of any member, officer, agent or employee of the Commission nor shall such persons be liable personally under this Purchase Agreement or be subject to any personal liability or accountability solely by reason of the execution of this Purchase Agreement or solely by reason of the breach or attempted alleged breach hereof by the Commission. 12. Any notice to be given to the Commission under this Purchase Agreement may be given by delivering the same to the office thereof c/o Riverside County Transportation Commission*, 4080 Lemon Street, 3rd Floor, Riverside, California 92501 or P.O. Box 12008, Riverside, California 92502, and any such notice to be given to the Representative or the Underwriters may be given by delivering the same to Merrill Lynch, Pierce, Fenner & Smith Incorporated, 333 S. Hope Street, Suite 2310, Los Angeles, CA 90071, Attention: Timur Celikel. 13. The Commission hereby authorizes the Official Statement and the information therein contained to be used by the Underwriters in connection with the public sale of the Bonds. 14. This Purchase Agreement shall be governed by, and construed in accordance with, the laws of the State. 15. The representations and warranties of the Commission set forth in or made pursuant to this Purchase Agreement shall not be deemed to have been discharged, satisfied or otherwise rendered void by reason of the Closing or termination of this Purchase Agreement and regardless * Street address is for non-postal delivery. P.O. Box for postal (US mail) delivery. 4823-6919-4076.5 21 of any investigations or statements as to the results thereof made by or on behalf of the Underwriters and regardless of delivery of and payment for the Bonds. 16. This Purchase Agreement, when accepted by the Commission, shall constitute the entire agreement between the Commission and the Underwriters and is made solely for the benefit of the Commission and the Underwriters (including the successors of the Underwriters). No other person shall acquire or have any right hereunder by virtue hereof, except as provided herein. This Purchase Agreement constitutes the entire agreement between the parties hereto with respect to the matters covered hereby, and supersedes all prior agreements and understandings between the parties regarding the transaction contemplated by this Agreement and the process leading thereto. This Purchase Agreement shall only be amended, supplemented or modified in a writing signed by both of the parties hereto. 17. This Purchase Agreement is made solely for the benefit of the Commission and the Underwriters (including the successors thereof), and no other person, partnership or association shall acquire or have any right hereunder or by virtue hereof. All representations and agreements by the Commission in this Purchase Agreement shall remain operative and in full force and effect except as otherwise provided herein, regardless of any investigations made by or on behalf of the Underwriters and shall survive the issuance of and payment of the Bonds. 18. This Purchase Agreement may be executed simultaneously in several counterparts each of which shall be an original and all of which shall constitute but one and the same instrument. 19. The Representative, in its sole discretion, may waive any condition or requirement imposed upon the Commission as set forth in this Purchase Agreement. 20. The Commission acknowledges and agrees that: (i) the primary role of the Underwriters, as underwriters, is to purchase securities, for resale to investors, in an arm’s-length commercial transaction between the Commission and the Underwriters and that the Underwriters have financial and other interests that differ from those of the Commission; (ii) in connection therewith and with the discussions, undertakings and procedures leading up to the consummation of such transaction, the Underwriters are and have been acting solely as principals and are not acting as the municipal advisor, financial advisor, agent or fiduciary of the Commission; (iii) the Underwriters have not assumed an advisory or fiduciary responsibility in favor of the Commission with respect to the offering contemplated hereby or the discussions, undertakings and procedures leading thereto (irrespective of whether the Underwriters have provided other services or are currently providing other services to the Commission on other matters); (iv) the only obligations the Underwriters have to the Commission with respect to the transaction contemplated hereby expressly are set forth in this Purchase Agreement; and (v) the Commission has consulted its own legal, municipal, financial and other advisors to the extent it has deemed appropriate. 21. This Purchase Agreement shall become effective upon the execution of the acceptance hereby by the Commission, and shall be valid and binding and enforceable as of the time of such acceptance. 4823-6919-4076.5 22 22. The rights and obligations created by this Purchase Agreement shall not be subject to assignment by the Underwriters or the Commission without the prior written consent of the other parties hereto. 23. In case any one or more of the provisions, contained herein shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions hereof. 24. The validity, interpretation, and performance of this Purchase Agreement shall be governed by the laws of the State of California. Very truly yours, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, on behalf of itself and as Representative of the Underwriters By: Authorized Representative The foregoing is hereby agreed to and accepted as of the date first above written: RIVERSIDE COUNTY TRANSPORTATION COMMISSION By: Authorized Representative 4823-6919-4076.5 A-1 EXHIBIT A UNDERWRITERS Merrill Lynch, Pierce, Fenner & Smith Incorporated Goldman Sachs & Co. LLC 4823-6919-4076.5 B-1 EXHIBIT B MATURITY SCHEDULE Maturity Date (June 1) Principal Amount Interest Rate Yield Price $ % % 4823-6919-4076.5 C-1 EXHIBIT C REDEMPTION PROVISIONS Optional Redemption. The 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 December 1, 20__ at the principal amount of the Bonds called for redemption plus accrued interest to the date fixed for redemption, without premium. 4823-6919-4076.5 D-1 EXHIBIT D ISSUE PRICE CERTIFICATE OF THE UNDERWRITER _____________ RIVERSIDE COUNTY TRANSPORTATION COMMISSION SALES TAX REVENUE REFUNDING BONDS (LIMITED TAX BONDS) 2018 SERIES A The undersigned, on behalf of Merrill Lynch, Pierce, Fenner & Smith Incorporated (the “Representative”), on behalf of themselves and Goldman Sachs & Co. LLC (together, the “Underwriting Group”), hereby certifies as set forth below with respect to the sale and issuance of the above-captioned obligations (the “Bonds”). 1. Sale of the General Rule Maturities. As of the date of this certificate, for each Maturity of the [Bonds][General Rule Maturities], the first price at which at least 10% of such Maturity was sold to the Public is the respective price listed in Schedule A. 2. Initial Offering Price of the Hold-the-Offering-Price Maturities. (a) [The Underwriting Group offered the Hold-the-Offering Price Maturities to the Public for purchase at the respective initial offering prices listed in Schedule A (the “Initial Offering Prices”) on or before the Sale Date. A copy of the pricing wire or equivalent communication for the Bonds is attached to this certificate as Schedule B.] In making the representations set forth in this Section 2(a) with respect to the activities of the other underwriters, the Representative has relied on each other underwriter’s representation to the Representative confirming such underwriter has complied with its obligations set forth in (x) the agreement among underwriters, any selling group agreement and any retail distribution agreement, as applicable, and (y) the related pricing wires. (b) As set forth in the Bond Purchase Agreement the Representative has agreed in writing that, (i) for each Maturity of the Hold-the-Offering-Price Maturities, it would neither offer nor sell any of the unsold Bonds of such Maturity to any person at a price that is higher than the Initial Offering Price for such Maturity during the Holding Period for such Maturity (the “hold- the-offering-price rule”), and (ii) any selling group agreement shall contain the agreement of each dealer who is a member of the selling group, and any retail distribution agreement shall contain the agreement of each broker-dealer who is a party to the retail distribution agreement, to comply with the hold-the-offering-price rule. The Representative has not offered or sold any unsold Bonds of any Maturity of the Bonds at a price that is higher than the respective Initial Offering Price for that Maturity of the Bonds during the Holding Period. Each of the other members of the Underwriting Group and each selling group member has represented that it would not offer or sell any unsold Bonds of any Maturity of the Hold-the-Offering-Price Maturities at a price that is higher than the respective Initial Offering Price for that Maturity of the Bonds during the Holding Period. 3. Defined Terms. 4823-6919-4076.5 D-2 (a) General Rule Maturities means those Maturities of the Bonds listed in Schedule A hereto as the “General Rule Maturities.” (b) Hold-the-Offering-Price Maturities means those Maturities of the Bonds listed in Schedule A hereto as the “Hold-the-Offering-Price Maturities.” (c) Holding Period means, with respect to a Hold-the-Offering-Price Maturity, the period starting on the Sale Date and ending on the earlier of (i) the close of the fifth business day after the Sale Date ([DATE]), or (ii) the date on which the Underwriters have sold at least 10% of such Hold the Offering Price Maturity to the Public at prices that are no higher than the Initial Offering Price for such Hold the Offering Price Maturity. (d) Issuer means Riverside County Transportation Commission. (e) Maturity means Bonds with the same credit and payment terms. Bonds with different maturity dates, or Bonds with the same maturity date but different stated interest rates, are treated as separate maturities. (f) Public means any person (including an individual, trust, estate, partnership, association, company, or corporation) other than an Underwriter or a related party to an Underwriter. The term “related party” for purposes of this certificate means any two or more persons who have greater than 50 percent common ownership, directly or indirectly. (g) Sale Date means the first day on which there is a binding contract in writing for the sale of a Maturity of the Bonds. The Sale Date of the Bonds is April __, 2018. (h) Underwriter means (i) any person that agrees pursuant to a written contract with the Issuer (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to the Public, and (ii) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (i) of this paragraph to participate in the initial sale of the Bonds to the Public (including a member of a selling group or a party to a retail distribution agreement participating in the initial sale of the Bonds to the Public). The representations set forth in this certificate are limited to factual matters only. Nothing in this certificate represents the Representative’s interpretation of any laws, including specifically Sections 103 and 148 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations thereunder. The undersigned understands that the foregoing information will be relied upon by the Issuer with respect to certain of the representations set forth in the Tax Certificate and with respect to compliance with the federal income tax rules affecting the Bonds, and by Orrick, Herrington & Sutcliffe LLP in connection with rendering its opinion that the interest on the Bonds is excluded from gross income for federal income tax purposes, the preparation of the Internal Revenue Service Form 8038-G, and other federal income tax advice that it may give to the Issuer from time to time relating to the Bonds. The representations set forth herein are not necessarily based on personal knowledge and, in certain cases, the undersigned is relying on representations made by the other members of the Underwriting Group. 4823-6919-4076.5 D-3 MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, on behalf of itself and as Representative of the Underwriters By: Authorized Representative Dated: April __, 2018 4823-6919-4076.5 D-4 SCHEDULE A SALE PRICES OF THE GENERAL RULE MATURITIES AND INITIAL OFFERING PRICES OF THE HOLD-THE-OFFERING-PRICE MATURITIES (Attached) MATURITY SCHEDULE Maturity Date [(June 1) Principal Amount Interest Rate Yield Price] $ % % *Priced to par call on June 1, 20__. ** General Rule Maturities ***Hold-the-Offering-Price Maturities 4823-6919-4076.5 D-5 SCHEDULE B PRICING WIRE OR EQUIVALENT COMMUNICATION (Attached) 4823-6919-4076.5 D-6 SCHEDULE C TO ISSUE PRICE CERTIFICATE FORM OF UNDERWRITER CERTIFICATE $____________ RIVERSIDE COUNTY TRANSPORTATION COMMISSION SALES TAX REVENUE REFUNDING BONDS (LIMITED TAX BONDS) 2018 SERIES A The undersigned, on behalf of [UW FULL NAME] (“[UW DEFINED NAME]”), hereby certifies as set forth below with respect to the sale and issuance of the above-captioned obligations (the “Bonds”). 1. Initial Offering Price of the Hold-the-Offering-Price Maturities. (a) [UW DEFINED NAME] and any broker-dealer who is participating in the initial sale of the Bonds as a party to a retail distribution agreement with [UW DEFINED NAME] (if any) each offered the Hold-the-Offering Price Maturities to the Public for purchase at the respective initial offering prices listed in Schedule A (the “Initial Offering Prices”) to the Issue Price Certificate of Merrill Lynch, Pierce, Fenner & Smith Incorporated relating to the Bonds, to which this certificate is attached as [part of ] Schedule C on or before the Sale Date. (b) Neither [UW DEFINED NAME] nor any broker-dealer who is participating in the initial sale of the Bonds as a party to a retail distribution agreement with [UW DEFINED NAME] (if any) has offered or sold any Maturity of the Hold-the-Offering Price Maturities allocated to [UW DEFINED NAME] identified in Schedule A-1 attached hereto at a price that is higher than the respective Initial Offering Price for that Maturity of the Bonds during the Holding Period. [UW DEFINED NAME] has not entered into a retail distribution agreement or other written contract directly or indirectly to participate in the initial sale of any of the Bonds to the Public [other than] [NAME OF ANY FIRM WITH WHICH [UW DEFINED NAME] HAS A RETAIL DISTRIBUTION AGREEMENT]. 2. Defined Terms. (a) Hold-the-Offering-Price Maturities means those Maturities of the Bonds where issue price was established under Treasury Regulations § 1.148-1(f)(2)(ii), as shown in Schedule A hereto as the “Hold-the-Offering-Price Maturities.” (b) Holding Period means, with respect to a Hold-the-Offering-Price Maturity, the period starting on the Sale Date and ending on the earlier of (i) the close of the fifth business day after the Sale Date, or (ii) the date on which the underwriters have sold at least 10% of such Hold-the-Offering-Price Maturity to the Public at prices that are no higher than the Initial Offering Price for such Hold-the-Offering-Price Maturity. 4823-6919-4076.5 D-7 (c) Maturity means Bonds with the same credit and payment terms. Bonds with different maturity dates, or Bonds with the same maturity date but different stated interest rates or CUSIP identification numbers, are treated as separate maturities. (d) Public means any person (including an individual, trust, estate, partnership, association, company, or corporation) other than an underwriter or a Related Party to an underwriter. (e) Related Party means any entity if an underwriter and the entity are subject, directly or indirectly, to (i) more than 50% common ownership of the voting power or the total value of their stock, if both entities are corporations (including direct ownership by one corporation of another), (ii) more than 50% common ownership of their capital interests or profits interests, if both entities are partnerships (including direct ownership by one partnership of another), or (iii) more than 50% common ownership of the value of the outstanding stock of the corporation or the capital interests or profit interests of the partnership, as applicable, if one entity is a corporation and the other entity is a partnership (including direct ownership of the applicable stock or interests by one entity of the other). (f) Sale Date means the first day on which there is a binding contract in writing for the sale of a Maturity of the Bonds. The Sale Date of the Bonds is April __, 2018. (g) underwriter means (i) any person that agrees pursuant to a written contract with the Commission (or with the lead underwriter(s) for the Bonds to form an underwriting syndicate) to participate in the initial sale of the Bonds to the Public, and (ii) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (i) of this paragraph to participate in the initial sale of the Bonds to the Public (including a member of a selling group or a party to a retail distribution agreement participating in the initial sale of the Bonds to the Public). The undersigned understands that the foregoing information will be relied upon by the Commission with respect to certain of the representations set forth in the Tax Certificate to which this Certificate is attached and with respect to compliance with the federal income tax rules affecting the Bonds, and by Orrick Herrington & Sutcliffe LLP, as bond counsel to the Commission, in connection with rendering its opinion that the interest on the Bonds is excludable from gross income for federal income tax purposes, the preparation of Internal Revenue Service Form 8038, and other federal income tax advice it may give to the Commission from time to time relating to the Bonds. [UW DEFINED NAME] is certifying only as to facts in existence on the date hereof. Nothing herein represents [UW DEFINED NAME]’s interpretation of any laws; in particular the Treasury Regulations under the Internal Revenue Code of 1986, or the application of any laws to these facts. [UW FULL NAME], as Underwriter By: _______________________ Title: ______________________ Dated: December __, 201 Agreement No. 05-19-510-14 AMENDMENT NO. 14 TO THIS AGREEMENT FOR BOND COUNSEL SERVICES 1.PARTIES AND DATE This Amendment No. 14 to the Agreement for Bond Counsel Services is made and entered into as of ______________, 2018, 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 7 17336.00009\29991347.1 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 Commission and the Consultant have entered into an Amendment No. 11 to the Master Agreement, dated September 14, 2016, for the purpose of amending the Services, as defined in the Master Agreement, to include the provision of bond counsel services related to termination of the Deutsche Bank swap and issuance of refunding bonds for the 2009 Series A Bonds, and to provide additional funding for the Services. 2.13 The Commission and the Consultant have entered into an Amendment No. 12 to the Master Agreement dated, June 30, 2017, for the purpose of extending the term and for providing additional compensation for continued bond counsel services. 2.14 The Commission and the Consultant have entered into an Amendment No. 13 to the Master Agreement dated, _________________, for the purpose of providing additional compensation for bond counsel services related to an advance refunding of all of the 2010 Series A Sales Tax Revenue Bonds and a portion of the 2013 Series A Sales Tax Revenue Bonds with the proceeds from the issuance of 2017 Series B Refunding Bonds. 17336.00009\29991347.1 3 2.15 The parties now desire to amend the Master Agreement in order to provide additional compensation for bond counsel services related to the issuance of the 2018 Series A Refunding Bonds and the termination of the Bank of America, N.A. swap. 3. TERMS 3.1 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. 3.2 Except as amended by this Amendment No. 14, all provisions of the Master Agreement, as previously amended, 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. 3.3 This Amendment shall be governed by the laws of the State of California. Venue shall be in Riverside County. 3.4 This Amendment may be signed in counterparts, each of which shall constitute an original. [Signatures on following page] 17336.00009\29991347.1 4 SIGNATURE PAGE TO AGREEMENT NO. 05-19-510-14 IN WITNESS WHEREOF, the parties hereto have entered into the Agreement as of the date first herein above written. RIVERSIDE COUNTY ORRICK, HERRINGTON & TRANSPORTATION COMMISSION SUTCLIFFE LLP By:____________________________ By:_________________________ Anne Mayer, Executive Director Signature ___________________________ Name ___________________________ Title APPROVED AS TO FORM: By: _____________________________ Best Best & Krieger LLP Counsel to the Riverside County Transportation Commission Agreement No. 09-19-072-12 AMENDMENT NO. 12 TO THIS AGREEMENT FOR DISCLOSURE COUNSEL SERVICES 1.PARTIES AND DATE This Amendment No. 12 to the Agreement for Disclosure Counsel Services is made and entered into as of as of ___________, 2018, by and between the RIVERSIDE COUNTY TRANSPORTATION COMMISSION (“Commission”) and NORTON ROSE FULBRIGHT US LLP, formerly FULBRIGHT & JAWORSKI LLP (“Consultant”). 2.RECITALS 2.1 The Commission and Consultant 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 Consultant 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 Consultant 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 Consultant 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 Consultant 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 8 17336.00009\29991181.1 2 2.6 The Commission and Consultant 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 Consultant 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 Consultant 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 Consultant 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 Consultant 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 Commission and the Consultant have entered into an Amendment No. 10 to the Master Agreement, dated September 14, 2016, for the purposed of amending the Services, as defined in the Master Agreement, to include disclosure counsel services related to the termination of the Deutsche Bank swap and issuance of refunding bonds for the 2009 Bond Series A, and to provide additional funding for such Services. 2.12 The Commission and the Consultant have entered into an Amendment No. 11 to the Master Agreement, dated July 1, 2017, for the purpose of providing additional compensation and extending the term. 2.13 The parties now desire to amend the Master Agreement in order to provide additional compensation for disclosure counsel services related to the issuance of the 2018 Series A Refunding Bonds and the termination of the Bank of America, N.A. (BANA) swap. 3. TERMS 3.1 The maximum compensation for Services performed pursuant to this Amendment shall be Forty-Five Thousand Dollars ($45,000). Work shall be performed at the rates set forth in the Master Agreement, as previously amended. 17336.00009\29991181.1 3 3.2 Except as amended by this Amendment, all provisions of the Master Agreement, as amended by Amendment Nos. 1 through 11, 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. 3.3 This Amendment shall be governed by the laws of the State of California. Venue shall be in Riverside County. 3.4 This Amendment may be signed in counterparts, each of which shall constitute an original. [Signatures on following page] 17336.00009\29991181.1 4 SIGNATURE PAGE TO AGREEMENT NO. 09-19-072-12 IN WITNESS WHEREOF, the parties hereto have entered into this Agreement as of the date first herein above written. RIVERSIDE COUNTY NORTON ROSE FULBRIGHT TRANSPORTATION COMMISSION US LLP By: ____________________________ By: _______________________ Anne Mayer, Executive Director Signature _______________________ Name _______________________ Title APPROVED AS TO FORM: By: _____________________________ Best Best & Krieger LLP Counsel to the Riverside County Transportation Commission Agreement No. 04-19-029-12 AMENDMENT NO. 12 TO AGREEMENT FOR FINANCIAL ADVISORY SERVICES 1.PARTIES AND DATE This Amendment No. 12 to the Agreement for Financial Advisory Services is made and entered into as of _______________, 2018, by and between the RIVERSIDE COUNTY TRANSPORTATION COMMISSION (“Commission”) and FIELDMAN, ROLAPP & ASSOCIATES, INC., a California corporation ("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 9 17336.00009\29991143.1 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 extending the term through June 30, 2014, 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 extending the term through June 30, 2015, 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 extending the term through June 30, 2016, 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, for the purpose of extending the term through June 30, 2017, 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. 17336.00009\29991143.1 3 2.11 The Commission and the Consultant have entered into an Amendment No. 10 to the Master Agreement, dated September 14, 2016, for the purpose of amending the Services, as defined in the Master Agreement, to include the provision of financial advisory services and support related to the termination of the Deutsche Bank swap and issuance of refunding bonds for the 2009 Series A Bonds, and to provide additional funding for the Services. 2.12 The Commission and the Consultant have entered into an Amendment No. 11 to the Master Agreement, dated July 1, 2017, for the purpose of extending the term through June 30, 2018, and to provide additional compensation for the continued performance of financial advisory services. 2.13 The parties now desire to amend the Master Agreement in order to provide additional compensation for financial advisory services related to the issuance of the 2018 Series A Refunding Bonds and the termination of the Bank of America, N.A. (BANA) swap. 3. TERMS 3.1 Compensation under this Amendment shall be provided in the manner and at the rates set forth in the Master Agreement, as previously amended. The maximum compensation for Services performed pursuant to this Amendment No. 12 shall not exceed Sixty-Seven Thousand Five Hundred Dollars ($67,500), without written approval of the Commission's Executive Director. 3.2 Except as amended by this Amendment No. 12, all provisions of the Master Agreement, as amended by Amendment Nos. 1 through 11, 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. 3.3 This Amendment shall be governed by the laws of the State of California. Venue shall be in Riverside County. 3.4 This Amendment may be signed in counterparts, each of which shall constitute an original. [Signatures on following page] 17336.00009\29991143.1 4 SIGNATURE PAGE TO AGREEMENT NO. 04-19-029-12 IN WITNESS WHEREOF, the parties hereto have entered into this Agreement as of the date first herein above written. RIVERSIDE COUNTY FIELDMAN, ROLAPP & TRANSPORTATION COMMISSION ASSOCIATES, INC. By: _____________________________ By: _________________________ Anne Mayer, Executive Director Signature __________________________ Name __________________________ Title APPROVED AS TO FORM: Attest: By: _____________________________ By: ________________________ Best Best & Krieger LLP Counsel to the Riverside County Its: ________________________ 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. Theresia Trevino Chief Financial Officer Proposed Swap Termination and Refinancing of 2009 Series B and C Sales Tax Bonds 2018 Debt Refunding Sales Tax Debt –February 2018 2018 Debt Refunding Description Final Maturity Amount Outstanding 2005 Commercial Paper Series A Notes1 June 2039 $0 2009 Series B and C Variable Rate Bonds (Tax-Exempt)June 2029 70,800,000 2010 Series B Bonds (Taxable Build America Bonds)June 2039 112,370,000 2013 Series A Bonds (Tax-Exempt)June 2039 89,755,000 2016 Series A Refunding Bonds (Tax-Exempt)June 2029 73,240,000 2017 Series A Bonds (Tax-Exempt)June 2039 158,760,000 2017 Series B Refunding Bonds (Tax-Exempt)June 2039 392,730,000 Total $897,655,000 1Currently authorized to be issued up to a maximum par amount of $60 million Sales Tax Debt –February 2018 2018 Debt Refunding Description Final Maturity Amount Outstanding 2005 Commercial Paper Series A Notes1 June 2039 $0 2009 Series B and C Variable Rate Bonds (Tax-Exempt)June 2029 70,800,000 2010 Series B Bonds (Taxable Build America Bonds)June 2039 112,370,000 2013 Series A Bonds (Tax-Exempt)June 2039 89,755,000 2016 Series A Refunding Bonds (Tax-Exempt)June 2029 73,240,000 2017 Series A Bonds (Tax-Exempt)June 2039 158,760,000 2017 Series B Refunding Bonds (Tax-Exempt)June 2039 392,730,000 Total $897,655,000 1Currently authorized to be issued up to a maximum par amount of $60 million 2009 B&C Bonds Synthetic Fixed Rate Debt Illustration 2018 Debt Refunding 2009 B&C Bonds/Swap Performance 2018 Debt Refunding 6/30/2010 6/30/2011 6/30/2012 6/30/2013 6/30/2014 6/30/2015 6/30/2016 6/30/2017 RCTC receives 67% of LIBOR (floating rate) RCTC pays SIFMA to bondholders (floating rate) RCTC basis differential Cost (Gain) RCTC pays counterparty (fixed rate) RCTC pays liquidity & remarketing fees (fixed cost) RCTC net cost of funds for year 4.7495%5.0990%4.6640%4.5700%4.5230%4.1832%4.1856%4.3192% 3.6790%3.6790%3.6790% 1.0125%1.3500%1.00500%0.8900%0.8900%0.5793%0.4975%0.4975% 3.6790%3.6790%3.6790%3.6790%3.6790% 0.2400%0.1400%0.1430%0.0650%0.0409% -0.0460%0.0580%0.0700%-0.0200%0.0010% 0.1770%0.1700%0.1600%0.1420%0.1110% 0.2350% -0.0751%0.0091%0.1427% 0.1160%0.1116%0.5020% 0.1207%0.6447% Variable Rate Debt/Swap Risks 2018 Debt Refunding •Decrease in corporate tax rates as a result of recent federal tax reform •Value of tax-exempt debt decreases with lower income tax ratesTax •Expectation that tax-exempt rates will increase due to federal tax reform •Spread between tax-exempt and taxable tighter •Rate paid to bondholders may exceed 67% of LIBOR received under swapBasis •BANA as swap provider •Liquidity provider (Bank of Tokyo-Mitsubishi UFJ, Ltd.)Credit •Standby Bond Purchase Agreements (Liquidity) expire March 2019Renewal Proposal: Swap Termination/Refinancing 2018 Debt Refunding 2018 Refunding Bonds Plan 2018 Debt Refunding Proceeds Issue $64.7 million* par amount •Authorization not to exceed $70.8 million •Premium of $10.2 million* for total bond proceeds of $74.9 million* Add $3.8 million from other sources with trustee for debt service Refund $70.8 million outstanding 2009 Series B&C bonds Pay $7.4 million* swap termination cost Pay costs of issuance of $520,000* •Includes underwriter’s discount *Estimate as of 2/14/18 for planning purposes and subject to change Net present value savings=$49,000 % savings of refunded bonds=0.069% SB450 Required Disclosures 2018 Debt Refunding Required Information Amount True interest cost of the bonds 2.389% Finance charge of the bonds (sum of all fees and charges paid to third parties)$519,359 Amount of proceeds received by Commission less the finance charge and any reserves or capitalized interest $74,929,026 Total payment amount (sum of all debt service payments through the final maturity plus any amount of the finance charge not paid from proceeds of the bonds)$86,003,228 Swap Termination & Refunding Approvals 2018 Debt Refunding Termination of BANA swap Refunding Bonds Resolution No. 18-002 9th Supplemental Indenture Official Statement Continuing Disclosure Agreement Negotiated bond sale Bond Purchase Agreement Costs of issuance Professional services agreement amendments Next Steps 2018 Debt Refunding Commission Termination of BANA Swap Sale of Refunding Bonds Closing •Approve recommendations •Advise of material misstatements or omissions in Official Statement •Negotiate settlement •Post preliminary official statement •Sell bonds 3/26-27 •Print final official statement •Sign documents mid April AGENDA ITEM 10 Agenda Item 10 RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: February 26, 2018 TO: Budget and Implementation Committee FROM: Jillian Guizado, Legislative Affairs Manager THROUGH: Aaron Hake, External Affairs 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 1759 (McCarty) – Oppose; b) AB 1905 (Grayson) – Support; c) SB 1262 (Newman) – Support; and 3) Forward to the Commission for final action. DISCUSSION: State Update AB 1759 (McCarty) – OPPOSE Cities and counties in California are required to adopt a general plan for land use development that includes a housing element. Such agencies are required to annually report on their progress in meeting their share of Regional Housing Need Allocation (RHNA) as determined by the Southern California Association of Governments (SCAG). Starting in Fiscal Year 2022/23, this bill would require the State Controller to withhold local streets and roads funds provided under Senate Bill 1 (SB 1) from cities and counties not meeting their share of regional housing needs. Withheld funds would be placed in an escrow account until the non-compliant agency is deemed to be in compliance. Staff is recommending an oppose position on AB 1759. This position aligns with three principles in the Commission-adopted 2018 State and Federal Legislative Platform: 1. Regional Control – Oppose efforts by non-transportation interests to assert control over transportation funding. 2. Accountability – Revenue derived from transportation sources should be spent exclusively on transportation projects. Support measures to strengthen the 112 Agenda Item 10 relationship between transportation revenue and expenditures; oppose measures that weaken them. 3. Accountability – Oppose efforts by non-elected, regulatory bodies to dilute, reduce, or withhold transportation funds. AB 1905 (Grayson) – SUPPORT Under existing law, lawsuits may be filed against agencies and companies that prepare a California Environmental Quality Act (CEQA) analysis if it is believed the analysis is incomplete or inaccurate. When such lawsuits are brought against an environmental document, a court has the authority to halt project construction, namely if the judge finds the environmental document to be inadequate. AB 1905 proposes to limit a court’s ability to stop projects from moving forward if the project is in SCAG’s adopted Sustainable Communities Strategy. Where a court would retain its ability to stop a project is if the project construction or operation poses a public health or safety risk or if the project relates to Native American lands. The Commission has experienced the negative effects of existing law halting construction of important transportation projects, including delayed safety and air quality improvements and increased construction costs. As such, staff is recommending the Commission support AB 1905, which is also aligned with the following principle in the 2018 State and Federal Legislative platform: Project Delivery Streamlining – Support efforts to modernize CEQA, including but not limited to: o Reduce the Commission’s exposure to litigation; o Increase accountability and disclosure for plaintiffs in CEQA cases; o Limit courts’ ability to invalidate entire CEQA document when a writ of mandate can resolve discreet issues; o Exempt illegal actions from CEQA review; and o Prohibit “document dumping”. SB 1262 (Newman) – SUPPORT In 2012, the California State Legislature authorized a pilot program for Caltrans to utilize the procurement and project delivery method known as Construction Manager/General Contractor (CM/GC). The pilot was limited to using the method on no more than 12 projects, 10 of which were required to cost more than $10 million. In 2017, after the Riverside County Transportation Efficiency Corridor task force was convened, the Budget Act of 2016 was amended to allow for an additional 12 projects to be delivered using the CM/GC method, 2 of which were to be dedicated to the County of Riverside and the Commission to deliver the SB 132 projects. 113 Agenda Item 10 SB 1262 would make CM/GC a permanent (instead of a pilot) procurement and project delivery method for Caltrans, would remove the project cost minimum, and would eliminate the requirement for Caltrans to use its own employees or consultants to perform the project design and engineering services for a CM/GC project. Staff is recommending a support position on SB 1262 due to the time and cost efficiency potential to be realized by Caltrans, taxpayers, and motorists. This position aligns with the following principle in the 2018 State and Federal Legislative platform: Innovation – Support the availability of project delivery tools such as design- build, construction manager/general contractor, and public-private partnerships to the Commission, the State, federal agencies, and other infrastructure agencies. Oppose efforts to add barriers to effective implementation of such tools. State Budget Update Governor Brown released his proposed Fiscal Year 2018/19 State budget on January 10. The proposed budget is $131.7 billion, up a few billion from prior proposed budgets due to a $4.6 billion increase from SB 1. Next, the California State Legislature will draft a budget proposal of its own which will go through the formal committee and floor vetting process. By law, the California State Legislature must adopt a budget by June 15 of each year. Federal Update Legislative Outline for Rebuilding Infrastructure in America The Trump Administration released its infrastructure plan, which is based on six principles: 1. Stimulate infrastructure investment 2. Invest in rural America 3. Increase State and local authority 4. Eliminate regulatory barriers 5. Streamline permitting 6. Empower American workers Because the President’s plan speaks to infrastructure as a whole (such as: water, power, airports, broadband, and federal assets), large sections of the plan do not apply to the Commission’s purview. As such, staff is primarily focused on relevant transportation elements in the plan. It is important to note that this plan is simply a framework developed by the President and that it is the job of Congress to draft legislation to actually execute an infrastructure plan. 114 Agenda Item 10 The President’s plan proposes to invest $200 billion to stimulate $1.5 trillion in new infrastructure investment, which would come from states, local agencies, and/or the private sector. The $200 billion is proposed to be distributed as follows: • 50 percent toward incentives to encourage state, local, and private investment on innovative projects (with a maximum of 20 percent of the project cost funded by the infrastructure plan and a maximum of 10 percent of total available funding going to any one state) • 25 percent dedicated to rural infrastructure • 10 percent for transformative projects (demonstration, project planning, capital construction) • 10 percent to expand federal financing programs like Transportation Infrastructure Finance and Innovation Act (TIFIA) and Railroad Rehabilitation and Improvement Financing (RRIF) • 5 percent to establish a Federal capital revolving fund In addition to the proposed $200 billion investment, the plan proposes many statutory changes aimed at speeding up project approvals and delivery. Staff continues to review the plan details and is watching for Congressional action on an infrastructure plan of its own that staff can engage on. Attachment: Legislative Matrix – March 2018 115 RIVERSIDE COUNTY TRANSPORTATION COMMISSION - POSITIONS ON STATE AND FEDERAL LEGISLATION – MARCH 2018 Legislation/ Author Description Bill Status Position Date of Board Adoption AB 1189 (Garcia) Clarifying legislation that allows the Commission to implement a second self- help sales tax, subject to approval of two-thirds of the electorate in a future election. Enrolled and presented to the Governor. (September 13, 2017) SPONSOR 1/26/217 AB 91 (Cervantes) Requires Caltrans to convert existing HOV lanes in Riverside County to operate only during hours of heavy commuter traffic; during all other times the lanes would be open to all vehicles, including those with a single occupant. Ordered to inactive file. (September 15, 2017) OPPOSE Opposition removed 5/30/17 as a result of amendments 3/8/17 AB 351 (Melendez) Proposes to bring truck weight fees back to transportation accounts. Re-referred to Committee on Transportation. (January 4, 2018) SUPPORT 3/8/17 AB 179 (Cervantes) Changes the membership of the California Transportation Commission. Approved by the Governor. Chaptered by Secretary of State. (October 13, 2017) OPPOSE 4/12/2017 AB 408 (Chen) Final offer of compensation in eminent domain cases. Died prior to going to committee pursuant to Joint Rule 62(a). (March 20, 2017) OPPOSE 4/12/2017 AB 697 (Fong) Exempts private ambulances from paying tolls when responding to emergency and urgent calls. Ordered to inactive file. (September 16, 2017) OPPOSE Opposition removed 6/14/2017 as a result of amendments 4/12/2017 SB 132 (Budget and Fiscal Review Committee) Amendment to the Budget Act of 2016. Creates the Riverside County Transportation Efficiency Corridor. Approved by the Governor. Chaptered by Secretary of State. (April 28, 2017) SUPPORT 4/12/2017 116 Legislation/ Author Description Bill Status Position Date of Board Adoption SB 268 (Mendoza) Changes the Los Angeles County Metropolitan Transportation Authority board of directors governance structure. Re-referred to Assembly Local Government Committee. (September 5, 2017) OPPOSE 5/9/2017 Staff action based on platform AB 1523 (Obernolte) Authorizes the San Bernardino County Transportation Authority (SBCTA) to use design-build for local agencies to reconstruct the Mt. Vernon Avenue Viaduct project in San Bernardino. Approved by the Governor. Chaptered by Secretary of State. (July 31, 2017) SUPPORT 5/10/2017 SB 150 (Allen) Requires the state board to update and revise greenhouse gas emission reduction targets while considering vehicle miles traveled (VMT) reductions. Requires the state board to assess current and historic VMT. Requires the state to prepare a report every four years that assesses metropolitan planning organization progress toward meeting metrics. Approved by the Governor. Chaptered by Secretary of State. (October 10, 2017) OPPOSE 5/10/2017 SB 264 (Nguyen) Requires net excess toll revenue from the Orange County Transportation Authority’s (OCTA) Interstate 405 Improvement Project to be allocated to OCTA and project corridor jurisdictions and requires the moneys to be spent on specified transportation improvement projects. Hearing in Transportation and Housing Committee scheduled for April 25; author cancelled hearing. (April 25, 2017) OPPOSE 5/10/2017 SB 477 (Cannella) Allows for the extension of an existing rail corridor to provide intercity rail service beyond the defined boundaries of the corridor, subject to approval by the joint powers authority board and Secretary of Transportation. Held in Assembly Appropriations Committee. (September 1, 2017) SUPPORT 5/10/2017 AB 686 (Santiago) Requires agencies to “affirmatively further fair housing” opportunity with all governmental actions. Amended and re-referred to Senate Transportation and Housing Committee. (July 17, 2017) OPPOSE 6/14/2017 SB 768 (Allen, Wiener) Extends authority to Caltrans and regional transportation agencies to enter into public private partnership agreements for transportation projects. Held in Senate Appropriations Committee. (May 25, 2017) SUPPORT 6/14/2017 H.R. 100 (Brownley) Increases the sub-allocation for local communities under the Surface Transportation Block Grant Program (STBG). Referred to House T&I subcommittee on Highways and Transit. (January 3, 2017) SUPPORT 6/14/2017 117 Legislation/ Author Description Bill Status Position Date of Board Adoption AB 115 (Ting); SB 99 (Budget) Trailer bill containing elements that will streamline transportation project delivery. Approved by the Governor. Chaptered by Secretary of State. (June 27, 2017) SUPPORT 6/14/2017 Staff action based on platform AB 805 (Gonzalez Fletcher) Changes the San Diego Association of Governments board of directors governance and voting structure. Approved by the Governor. Chaptered by Secretary of State. (October 11, 2017) OPPOSE 6/15/2017 Staff action based on platform AB 1069 (Low) Requires ten countywide transportation agencies, including the Commission, to regulate taxicabs. Approved by the Governor. Chaptered by Secretary of State. (October 13, 2017) OPPOSE 6/28/2017 Staff action based on platform AB 1282 (Mullin) Requires the California State Transportation Agency Secretary to establish a Transportation Permitting Task Force. Approved by the Governor. Chaptered by Secretary of State. (October 10, 2017) SUPPORT 7/12/2017 AB 135 (Budget) Trailer bill containing elements that allow agencies to request approval for letters of no prejudice to advance spending on SB 1 projects using local funding sources; authorizes the California State Transportation Agency to perform NEPA Assignment on transit, rail, and multimodal projects; and provides flexibility to cities and counties for adopting Local Streets and Roads project lists. Approved by the Governor. Chaptered by Secretary of State. (September 16, 2017) SUPPORT 9/13/2017 Staff action based on platform H.R. 1 Amends the Internal Revenue Code to reduce tax rates and modify policies, credits, and deductions for individuals and businesses. Signed by President. (December 22, 2017) SEEK AMENDMENTS 12/13/2017 ACA 5 (Proposition 69) Assembly Constitutional Amendment passed by two-thirds of the California State Legislature and signed by Governor Brown. If passed by the voters, amends the California Constitution to protect SB 1 revenues from seizure to fund other programs and expenses. On June 5, 2018 Statewide Direct Primary Election ballot. SUPPORT 1/25/2018 California Voter Approval for Gas and Vehicle Taxes Initiative Repeals revenues raised by SB 1 that are dedicated to road repair and transportation funding. Henceforward, requires a majority vote of Californians to increase transportation revenues once passed by two-thirds of the California State Legislature. Proponents collecting signatures of registered voters. OPPOSE 1/25/2018 118 Legislation/ Author Description Bill Status Position Date of Board Adoption SCR 90 (Roth) Designates the 60/91/215 interchange in Riverside County as the Joseph Tavaglione Interchange. Referred to Senate Committee on Transportation and Housing. (February 1, 2018) SUPPORT 2/1/2018 Staff action based on platform 119 AGENDA ITEM 11 Agenda Item 11 RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: February 26, 2018 TO: Budget and Implementation Committee FROM: Martha Masters, Senior Management Analyst THROUGH: Shirley Medina, Planning and Programming Director SUBJECT: Riverside County 2019 Federal Transportation Improvement Program Financial Resolution STAFF RECOMMENDATION: This item is for the Committee to: 1) Approve Resolution No. 18-003, “Resolution of the Riverside County Transportation Commission Certifying Riverside County has Resources to Fund Projects in the Federal Fiscal Years 2018/19 Through 2023/24 Transportation Improvement Program and Affirming Commitment to Implement All Projects in the Program”; and 2) Forward to the Commission for final action. BACKGROUND INFORMATION: The Federal Transportation Improvement Program (FTIP) is a federally required document that lists transportation projects funded with federal, state, and local funds for the next six-year period. The Southern California Association of Governments (SCAG) is responsible for preparing the FTIP every two years for the six-counties within the SCAG region, and performing the following five conformity tests: • Consistency with SCAG’s Regional Transportation Plan/Sustainable Communities Strategy (RTP/SCS) • Regional Emission Analysis • Timely Implementation of Transportation Control Measures (TCM) • Financial Constraint • Interagency Consultation and Public Involvement The 2019 FTIP Update covers FFYs 2018/19 – 2023/24, and reflects projects listed in the 2016 RTP/SCS. All federal and state funded projects must be included in the FTIP prior to obligating these funds. Overall Riverside County is submitting a list of 323 active projects totaling $7 billion in funds. 120 Agenda Item 11 The attached resolution must be included in the 2019 FTIP to certify the Riverside County portion of the FTIP is financially constrained and to affirm the commitment to implement the projects. Financial constraint and project commitment is defined as follows: 1. Financial Constraint: The Commission must certify the Riverside County Transportation Improvement Program is financially constrained (projects are not programmed in excess of fund levels) and the funding may be reasonably expected to carry out the program. 2. Project Commitment: The Commission must affirm its highest priorities for funding are the projects in the 2019 FTIP. The affirmation is specifically targeted to enforceable TCMs. Over the past three months, staff reviewed projects submitted by Caltrans, local agencies, and transit operators in Riverside County. These projects included freeways, state highways, arterials, routes that provide access to major activity centers, goods movement routes, intermodal facilities, and fixed transit routes. Projects that have completed construction were identified and removed from the 2019 FTIP, while other projects were added, deleted, or modified at the request of project sponsors. All project programming was reviewed to ensure each project clearly identified funding sources and schedules with the concurrence of each project sponsor. There are 37 TCM projects in the 2019 FTIP with completion dates ranging from 2018 to 2024, at an estimated cost of $1.36 billion. TCMs are specific transportation projects and programs committed to help improve air quality, regardless of the source of funding. Project sponsors have been notified that TCMs must be operational or implemented by the completion date committed to in the FTIP. If not, these projects must be substituted by another TCM eligible project. The SCAG Regional Council is scheduled to approve the 2019 FTIP by September 2018. SCAG subsequently will pursue the necessary state and federal approvals for the 2019 FTIP. These approvals are anticipated to occur by early December 2018 at which point the 2019 FTIP takes effect. SCAG allows project amendments to occur throughout the two-year cycle to make minor project changes and staff coordinates these amendments with the local agencies. This item does not have a financial impact; separate actions have been or will be taken to fund specific projects as necessary. Attachments: 1) RCTC Resolution No. 18-003 2) 2019 FTIP Funding Summary – FFY 2018/19 – FFY 2023/24 121 RESOLUTION NO. 18-003 RESOLUTION OF THE RIVERSIDE COUNTY TRANSPORTATION COMMISSION CERTIFYING RIVERSIDE COUNTY HAS RESOURCES TO FUND PROJECTS IN THE FEDERAL FISCAL YEARS 2018/19 THROUGH 2023/24 TRANSPORTATION IMPROVEMENT PROGRAM AND AFFIRMING COMMITMENT TO IMPLEMENT ALL PROJECTS IN THE PROGRAM WHEREAS, Riverside County is located within the metropolitan planning boundaries of the Southern California Association of Governments (SCAG); and WHEREAS, the Fixing America Surface Transportation (FAST) Act requires SCAG to adopt a regional transportation improvement program for the metropolitan area; and WHEREAS, the FAST Act also requires that the regional transportation improvement program include a financial plan that demonstrates how the transportation improvement program can be implemented; and WHEREAS, the Riverside County Transportation Commission (RCTC) is the agency responsible for short-range capital and service planning and programming for the Riverside County area within SCAG; and WHEREAS, as the responsible agency for short-range transportation planning, the RCTC is responsible for developing the Riverside County Transportation Improvement Program (TIP), including all projects utilizing federal and state highway and transit funds; and WHEREAS, the RCTC must determine, on an annual basis, the total amount of funds that could be available for transportation projects within its boundaries; and WHEREAS, the RCTC has adopted the FFY 2018/19 through FFY 2023/24 Riverside County TIP with funding for FFY 2018/19 and FFY 2019/20 available and committed, and reasonably committed for FFY 2020/21 through FFY 2023/2024. NOW, THEREFORE, BE IT RESOLVED by the RCTC that it affirms its continuing commitment to the projects in the FFY 2018/19 through FFY 2023/24 Riverside County TIP; and BE IT FURTHER RESOLVED, that the FFY 2018/19 through FFY 2023/24 Riverside County TIP Financial Plan identifies the resources that are available and committed in the first two years and reasonably available to carry out the program in the last four years, and certifies that: 1.Projects in the FFY 2018/19 through FFY 2023/24 Riverside County TIP are consistent with the proposed 2018 State Transportation Improvement Program (STIP) scheduled to be approved by the California Transportation Commission in April 2018; and ATTACHMENT 1 122 2. All of the projects in the Riverside County TIP have complete funding identified in the Program based on reasonably available funding; and 3. Riverside County has the funding capacity in its county Surface Transportation Program (STP) and Congestion Mitigation and Air Quality Program (CMAQ) allocation to fund all of the projects in the FFY 2018/19 through FFY 2023/24 Riverside County TIP; and 4. The local match for projects funded with federal STP and CMAQ program funds is identified in the TIP; and 5. All the Federal Transit Administration funded projects are programmed within FAST Act Guaranteed Funding Levels. APPROVED AND ADOPTED this 14th day of March, 2018. __________________________________________ Dana Reed, Chair Riverside County Transportation Commission ATTEST: _____________________________________ Clerk of the Board Riverside County Transportation Commission 123 Fund Summary 2019 FTIP (FY 2018/2019 - FY 2023/2024) Local Highway, State Highway, Transit County Pending/Approved Cost in Thousands RiversideCounty Prior 2018/2019 2019/2020 2020/2021 2021/2022 2022/2023 2023/2024 Total Local ADCONST LOCAL - ADVANCED CONSTRUCTION AGENCY AGENCY 493,499 307,951 280,467 561,429 203,829 100,449 506,927 1,961,052 AIR AIR BOARD 12,587 17,400 17,400 BONDL BONDS - LOCAL 583,720 413,300 160,000 717,835 1,291,135 CITY CITY FUNDS 172,468 162,826 156,262 171,918 191,118 124,456 214,451 1,021,031 CO COUNTY 123,253 15,958 80,720 15,450 112,128 DEV FEE DEVELOPER FEES 3,711 38,376 6,225 16,185 38,212 20,000 34,000 152,998 ERVTUMF EASTERN RIV TUMF 8,370 3,276 7,454 19,953 9,600 39,750 80,033 FARE FARE REVENUE 27,246 LTF LOCAL TRANS FUNDS 130,100 PVT PRIVATE FUNDS 10,000 10,000 TDA3 TDA ARTICLE #3 2,021 536 536 TDA4 TDA ARTICLE #4 2,000 WRVTUMF WESTERN RIV TUMF 175,923 63,710 42,996 8,608 21,170 7,950 144,434 XRIV RIV CO SALES TAX 247,116 52,689 137,940 2,036 192,665 SubTotal Local 1,982,014 1,086,022 791,344 1,578,684 463,929 268,305 795,128 4,983,412 State ATP ACTIVE TRANSPORTATION PROGRAM 18,432 27,929 2,088 5,885 35,902 ATP-MPO ACTIVE TRANSPORTATION PROGRAM - MPO 12,174 2,819 154 453 3,426 CAPTRAD CAP AND TRADE PROGRAM 1,706 CT-TIRCP TRANSIT AND INTERCITY RAIL CAPITAL PROGRAM 2,449 HBRR-L BRIDGE - LOCAL 63,698 6,028 11,162 342,825 17,043 36,723 1,151 414,932 LBSRA LOCAL BRIDGE SEISMIC RETROFIT ACCOUNT 6 278 57 4,463 4,798 NH-HM NATIONAL HWY SYSTEM - HM 8,952 PTMISEA PUBLIC TRANS MODERINAZATION IMP AND SERV. ENHANCEMENT ACCT. 10,440 SB 132 SENATE BILL 132 70,500 63,523 57,850 143,400 1,127 6,322 272,222 SB1-LPPF SB1 LOCAL PARTNERSHIP FORMULA FUNDS 13,572 SEC190 SECTION 190 GRADE SEPARATION PROGRAM 20,000 20,000 Print Date: 2/15/2018 9:10:52 AM Page: 1 of 4 ATTACHMENT 2 124 Fund Summary 2019 FTIP (FY 2018/2019 - FY 2023/2024) Local Highway, State Highway, Transit County Pending/Approved Cost in Thousands RiversideCounty Prior 2018/2019 2019/2020 2020/2021 2021/2022 2022/2023 2023/2024 Total State SHOPPAC SHOPP - ADVANCE CONSTRUCTION 449,039 131,628 463,742 77,679 315,705 988,754 SHPACMIN SHOPP ADVANCE CONSTRUCTION (AC) - CT MINOR 990 10 1,000 S-PARK STATE PARK FUNDS 400 STA STATE TRANSIT ASSIST 17,335 545 545 STA-PUC STATE PUC 10,000 10,000 ST-CASH STATE CASH 3,200 1,600 1,600 1,600 1,600 6,400 STCASHR STATE CASH - RIP 5,273 STIPACRP STIP ADVANCE CON-RIP 4,950 106,340 47,600 153,940 STP-HM SURFACE TRANSPORTATION PROGRAM - HM 13,258 TCIF TRADE CORRIDOR PROGRAM 5,709 5,709 TSSSDR TRANSIT SYSTEM SAFETY,SECURITY AND DISASTER RESPONSE ACCOUNT 373 SubTotal State 695,757 366,399 536,653 623,905 335,475 54,035 1,161 1,917,628 Federal Transit 5307 FTA 5307 UZA FORMULAR 3,512 5307H HEMET URBANIZED AREA 10,037 5307IC INDIO-CATHEDRAL CITY URBANIZED AREA 13,970 5307MT MURRIETA-TEMECULA-MENIFEE URBANIZED AREA 14,411 5307RS RIVERSIDE/SAN BERNARDINO URBANIZED AREA 66,229 5307-TR FTA 5307 (FHWA TRANSFER FUNDS)34,873 5309a FTA 5309(a) GUIDEWY 13,592 5309c FTA 5309(c) BUS 6,804 5310 FTA 5310 ELD AND DISABI 360 5310IC INDIO-CATHEDRAL CITY URBANIZED AREA - EM 1,720 5310MT MURRIETA-TEMECULA-MENIFEE URBANIZED AREA - EM 1,085 5310RS RIVERSIDE-SAN BERNARDINO URBANIZED AREA - EM 2,414 5311 5311 - NONURBANIZED AREA FORMULA PROGRAM 1,793 5311F 5311F - INTERCITY BUS 666 Print Date: 2/15/2018 9:10:53 AM Page: 2 of 4125 Fund Summary 2019 FTIP (FY 2018/2019 - FY 2023/2024) Local Highway, State Highway, Transit County Pending/Approved Cost in Thousands RiversideCounty Prior 2018/2019 2019/2020 2020/2021 2021/2022 2022/2023 2023/2024 Total Federal Transit 5312 NATIONAL RESEARCH AND TECHNOLOGY 9,990 5337RS RIVERSIDE-SAN BERNARDINO URBANIZED AREA 16,817 5339 5339 - BUS AND BUS FACILITIES FORMULA GRANTS 1,626 2,179 2,179 5339H HEMET URBANIZED AREA - BFG 1,027 5339IC INDIO-CATHEDRAL CITY URBANIZED AREA - BFG 3,824 5339LA LOS ANGELES -LONG BEACH- ANAHEIM URBANIZED AREA - BFG 8 5339MT MURRIETA-TEMECULA-MENIFEE URBANIZED AREA - BFG 977 5339RS RIVERSIDE-SAN BERNARDINO URBANIZED AREA - BFG 14,319 SubTotal Federal Transit 220,054 2,179 2,179 Federal Highway 2006EAR FFY 2006 APPROPRIATIONS EARMARKS 4,229 2009EAR FFY 2009 Appropriations Earmarks 950 950 CMAQ CMAQ 27,961 74,054 31,160 8,000 113,214 DEMOSTL DEMO-SAFETEA-LU 20,405 934 671 931 2,536 DEMOT21 DEMO - TEA 21 7,918 EARREPU 2016 EARMARK REPURPOSING 401 6,780 2,879 9,659 IM INTERSTATE MAINTENANC 476 PNRS PROJECTS OF NATIONAL AND REGIONAL SIGNIFICANCE 400 SCE129 SECTION 129 - SURFACE TRANSPORTATION PRIORITIES 1,470 SEC125 Section 125 - Surface Transportation Priorities 855 STP SURFACE TRANS PROG 1,750 STP4818 SURFACE TRANS PROG - HR4818 1,231 STPL STP LOCAL 80,671 30,558 29,022 146 1,215 60,941 SubTotal Federal Highway 147,767 113,276 63,732 9,077 1,215 187,300 Print Date: 2/15/2018 9:10:53 AM Page: 3 of 4126 Fund Summary 2019 FTIP (FY 2018/2019 - FY 2023/2024) Local Highway, State Highway, Transit County Pending/Approved Cost in Thousands RiversideCounty Prior 2018/2019 2019/2020 2020/2021 2021/2022 2022/2023 2023/2024 Total Federal Railroad Administration FRA FEDERAL RAILROAD ADMINISTRATION EARMARK 2,982 SubTotal Federal Railroad Administration 2,982 Innovative Finance TIFIA TRANSPORTATION INFRASTRUCTURE FINANCE & INNOVATION ACT 163,967 SubTotal Innovative Finance 163,967 County Total Riverside 3,212,541 1,567,876 1,391,729 2,211,666 799,404 323,555 796,289 7,090,519 Print Date: 2/15/2018 9:10:53 AM Page: 4 of 4127 Martha Masters Senior Management Analyst The Federal Transportation Improvement Program (FTIP) •A federally required document that lists transportation projects funded with federal,state,and local funds •Covers Federal Fiscal Years starting October 1,2018 through September 30,2024 What is the FTIP? 2019 FTIP •Through the FTIP process,SCAG performs the following five air quality conformity tests: 1.Consistency with SCAG’s Regional Transportation Plan/Sustainable Communities Strategy 2.Regional emission analysis 3.Timely implementation of Transportation Control Measures (TCMs ) 4.Financially constraint 5.Interagency consultation and public involvement and public outreach SCAG’s Role 2019 FTIP •TCMs are specific transportation projects and programs committed to help improve air quality. •A TCM-type project or program should reduce vehicle use or change traffic flow or congestion conditions. •TCMs must be operational or implemented by the completion date committed to in the FTIP. •37 TCM projects in the 2019 FTIP •Estimated cost of $1.36 billion •Examples of TCMs in 2019 FTIP: •Eastvale:Road diet from 4 to 2 lanes (bike lanes)-2 miles •Riverside:1.28 miles of sidewalk in La Sierra Neighborhood Importance of TCMs 2019 FTIP FTIP Process Local agencies reviewed & submitted projects to RCTC: Oct-Dec 2017 RCTC submitted 396 projects to SCAG: Jan 2018 SCAG reviews and analyzes projects: Jan-June 2018 SCAG conducts 30 day public review period and public hearings: Jul 2018 SCAG will pursue state and federal approvals Sept-Nov 2018 Anticipat- ed full approval of 2019 FTIP: Dec 2018 Local agencies obligate and seek federal funds: Jan 2019+ 2019 FTIP •Certify the Riverside County portion of the FTIP is financially constrained and affirm the commitment to implement the projects 1.Financial Constraint:Projects are not programmed in excess of anticipated fund levels 2.Project Commitment to the projects in the 2019 FTIP (especially TCMs) 2019 FTIP Resolution 2019 FTIP 1.Approve Resolution No.18-003,“Resolution of the Riverside County Transportation Commission Certifying Riverside County has Resources to Fund Projects in the Federal Fiscal Years 2018/19 Through 2023/24 Transportation Improvement Program and Affirming Commitment to Implement All Projects in the Program”; and 2.Forward to the Commission for final action. Staff Recommendation 2019 FTIP AGENDA ITEM 12 Agenda Item 12 RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: February 26, 2018 TO: Budget and Implementation Committee FROM: John Standiford, Deputy Executive Director THROUGH: Anne Mayer, Executive Director SUBJECT: Election of Officers for the Budget and Implementation Committee STAFF RECOMMENDATION: This item is for the Budget and Implementation Committee to conduct an election of officers for 2018 – Chair and Vice Chair. BACKGROUND INFORMATION: The election of officers for the full Commission and its Committees are held on an annual basis. Commissioners Jan Harnik and Rusty Bailey were elected as the Budget and Implementation Committee’s officers in February 2017. Once the election for 2018 is conducted, the new Chair and Vice Chair will immediately assume the positions. Past Chairs of the Budget and Implementation Committee are as follows: 2017 – Jan Harnik, City of Palm Desert 2016 – Bob Magee, City of Lake Elsinore 2015 – Bob Magee, City of Lake Elsinore 2014 – Douglas Hanson, City Indian Wells 2013 – Ella Zanowic, City of Calimesa 2012 – Rick Gibbs, City of Murrieta 2011 – Scott Matas, City of Desert Hot Springs 2010 – Greg Pettis, City of Cathedral City 2009 – Mary Craton, City of Canyon Lake 2008 – Steve Adams, City of Riverside 2007 – Rick Gibbs, City of Murrieta 128