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HomeMy WebLinkAboutReso 1990-594 - California Arbitrage Management Trust RESOLUTION NO. gQ-SQ. RESOLUTION AUTHORIZING THE CITY OF REDDING TO JOIN WITH OTHER PUBLIC AGENCIES AS A PARTICIPANT OF THE CALIFORNIA ARBITRAGE MANAGEMENT TRUST AND TO INVEST IN SHARES OF THE TRUST AND IN INDIVIDUAL PORTFOLIOS WHEREAS, Section 6502 of Title 1, Division 7, Chapter 5 of the Government Code of the State of California (the "Joint Exercise of Powers Act") provides that, if authorized by their legislative or other governing bodies, two or more public agencies by agreement may jointly exercise any power common to the contracting parties; and WHEREAS, Section 6500 of the Joint Exercise of Powers Act defines "public agency" to include any state department or agency, a county, county board of education, city, public corporation or public district of this state; and WHEREAS, public agencies which constitute local agencies, as that term is defined in Section 53630 of Title 5, Division 2 , Part 1, Chapter 4, Article 2 of the Government Code of the State of California, are authorized pursuant to Section 53635 thereof to invest all money belonging to, or in the custody of, the local agency in certain specified investments; and WHEREAS, the California Arbitrage Management Trust (the "Trust") was established, pursuant to and in accordance with the Joint Exercise of Powers Act, by a Declaration of Trust, made as of December 15, 1989 (the "Declaration of Trust") by Monterey Peninsula Water Management District and Placer County, as the initial Participants, as a vehicle for public agencies to jointly exercise their common power to invest bond proceeds, and to secure • related record keeping, custodial and Federal arbitrage rebate calculation services; and WHEREAS, pursuant to and in accordance with the Joint Exercise of Powers Act, the City of Redding (the "City") desires to join the other public agencies which are or will be Participants of the Trust by adopting and executing the Declaration of Trust, a form which has been presented to this meeting; and WHEREAS, the City is a public agency as that term is defined in the Joint Exercise of Powers Act; and WHEREAS, there has been presented to this meeting an Information Statement describing the Trust and the Individual Portfolios to be managed by the Investment Adviser to the Trust (the "Information Statement") ; NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Redding as follows: Section 1. The City shall join with other public agencies pursuant to and in accordance with the Joint Exercise of Powers Act by executing the Declaration of Trust and thereby becoming a Participant in the Trust, which Declaration of Trust is hereby approved and adopted. A copy of the Declaration of Trust shall be filed with the minutes of the meeting at which this Resolution was adopted. The Mayor is hereby authorized to execute, and the City Clerk is hereby authorized to attest and deliver, the Declaration of Trust, in substantially the form presented at this meeting. Section 2 . The City, acting through the City Treasurer, is hereby authorized to purchase shares in the Trust from time to 2 III 410 ' time with available bond proceeds of the City, and to redeem some or all of those shares from time to time as such proceeds are needed for the purposes for which such bonds were issued. Section 3 . The City, acting through the City Treasurer, is hereby authorized to invest available bond proceeds of the City from time to time in one or more Individual Portfolios managed by the Investment Adviser to the Trust and described in the Information Statement. Section 4. The appropriate officers, agents and employees of the City are hereby authorized and directed in the name and on behalf of the City to take all actions and to make and execute any and all certificates, requisitions, agreements, notices, consents, warrants and other documents which they, or any of them, might deem necessary or appropriate in order to accomplish the purposes of this Resolution. Section 5 . This Resolution shall take effect immediately upon adoption. I HEREBY CERTIFY that the foregoing Resolution was introduced and read at a regular meeting of the City Council of the City of Redding on the 4th day of December 1990 , and was duly adopted at said meeting by the following vote: AYES: COUNCIL MEMBERS: Arness, Fulton, Moss & Dahl NOES: COUNCIL MEMBERS: None ABSENT: COUNCIL MEMBERS: Buffum "-A ABSTAIN: COUNCIL MEMBERS: No e l 00-4,r(__ MIKE DAHL, Vice Mayor City of Redding 3 • ATTEST: ETH� NICHOLS, City Clerk FORM APPROVED: R ALL A. HA S, City Attorney 4 • CALIFORNIA ARBITRAGE MANAGEMENT PRO GRAMSM DECLARATION OF TRUST CALIFORNIA ARBITRAGE DECEMBER 15, 1989 MANAGEMENT PROGRAMS`" 345 California Street. Suite 2550 San Francisco. CA 94104 'California Arbitrage Management Program is a Service 415-982-5544 Mark of the California Arbitrage Management Trust. 1-800-729-7665 TABLE OF CONTENTS Page Page ARTICLE I. NAME, PURPOSE AND ARTICLE VI. SHARES OF BENEFICIAL INTEREST 7 REPRESENTATIONS 1 Section 6.1. Beneficial Interest 7 Section 1.1. Name 1 Section 6.2. Rights of Participants 7 Section 1.2. Purpose 1 Section 6.3. Trust Only 8 Section 1.3. Representations of the Participants 1 Section 6.4. Register of Shares 8 Section 6.5. Transfer of Shares 8 ARTICLE II. TRUSTEES 2 Section 6.6. Notices 8 Section 2.1. Initial Trustees 2 Section 6.7. Approval Powers 8 Section 2.2. Number, Qualification, Election and Section 6.8. Series of Shares . 8 Term of Trustees 2 Section 2.3. Resignation and Removal 2 ARTICLE VII, REDEMPTIONS 10 Section 2.4. Vacancies 2 Section 7.1. Redemptions 10 Section 7.2. Suspension of Right of Redemption 10 ARTICLE III. POWERS OF TRUSTEES 3 Section 7.3. Redemptions to Reimburse Trust for Section 3.1. General 3 Loss on Nonpayment for Shares or for Section 3.2. Investments 3 Other Charges 10 Section 3.3. Legal Title 3 Section 7.4. Redemptions Pursuant to Constant Section 3.4. Issuance and Redemption of Shares 4 • Net Asset Value Policy 10 Section 3.5. Borrowing Money and Lending Section 7.5. Redemptions in Kind 10 Trust Property 4 Section 7.6. Minimum Investment 10 Section 3.6. Delegation and Committees 4 Section 3.7. Collection and Payment 4 ARTICLE VIII, DETERMINATION OF NET ASSET Section 3.8. Expenses and Limits Thereon 4 VALUE, NET INCOME AND Section 3.9. Litigation 4 DISTRIBUTIONS 11 Section 3.10. Manner of Acting and By-Laws 4 Section 8.1. By-Laws to Govern Net Asset, Net Section 3.11. Miscellaneous Powers 4 Income and Distribution Procedures .. 11 ARTICLE IV. INVESTMENT ADVISORY AND ARTICLE IX. DURATION, TERMINATION AND OTHER SERVICES TO TRUST 5 AMENDMENT 11 Section 4.1. Investment Adviser and Approval of Section 9.1. Duration 11 Agreements • 5 Section 9.2. Termination of Trust 11 Section 4.2. Other Activities of Investment Section 9.3. Amendment Procedure 11 Adviser 5 Section 9.4. Merger, Consolidation and Sale of Section 4.3. Other Services to the Trust 6 Assets 12 ARTICLE V. LIMITATIONS OF LIABILITY OF ARTICLE X. MISCELLANEOUS 12 PARTICIPANTS, TRUSTEES AND Section 10.1. Governing Law 12 OTHERS 6 Section 10.2. Counterparts 12 Section 5.1. No Personal Liability of Section 10.3. Adoption by California Public Agencies Participants, Trustees and Others 6 Section 10.4. Certificates 12 Section 5.2. Non-Liability and Indemnification of Section 10.5. Provisions in Conflict with Law or Trustees and Others 6 Regulations 13 Section 5.3. Surety Bond Required Section 10.6. Index and Headings for Reference Only Section 5.4. No Duty of Investigation and Notice in Section 10.7. Successors in Interest 13 Trust Instruments 6 Section 5.5. Reliance on Experts 7 Section 5.6. Immunity from Liability, Etc. 7 Section 5.7. Further Restriction of Duties and Liabilities 7 • THIS DECLARATION OF TRUST madeof December 15,1989 by Monterey Pe4111kula Water Management District and Placer County, as Initial Participants. WrrrlEssrm WHEREAS, Section 6502 of Title 1, Division 7, Chapter 5 of the Government Code of the State of California (the "Joint Exercise of Powers Act") provides that "if authorized by their legislative or other governing bodies, two or more Public Agencies by agreement may jointly exercise any power common to the contracting parties;" WHEREAS, Section 6500 of the Joint Exercise of Powers Act defines "Public Agency" to include "any state department or agency, a county, county board of education, city, public corporation, or public district of this state;" WHEREAS, the Initial Participants are both California Public Agencies and are both authorized to invest funds pursuant to the Government Code of the State of California; WHEREAS, the Initial Participants have been authorized by their legislative or other governing bodies, and desire to agree by this Declaration of Trust, to jointly exercise their common power to invest bond proceeds through creation of the California Arbitrage Management Trust (the "Trust") as a separate entity under the Joint Exercise of Powers Act; and WHEREAS, the Initial Participants anticipate that other California Public Agencies may wish to become Participants by adopting and executing this Declaration of Trust and thus becoming parties to it (the Initial Participants and any subsequent participants being referred to herein as the "Participants"). Now, THEREFORE, the Initial Participants hereby declare that all money and property contributed to the Trust established under this Declaration of Trust shall be held and managed in trust for the benefit of holders, from time to time, of the Shares of Beneficial Interest (the "Shares") issued hereunder and subject to the provisions hereof. ARTICLE I. NAME, PURPOSE AND REPRESENTATIONS Section 1.1. Name. The name of the trust created hereby is CALIFORNIA ARBITRAGE MANAGEMENT TRUST. So far as may be practicable, the Trustees shall conduct the Trust's activities, execute all documents and sue or he sued under that name, which name (and the word "Trust" wherever used herein) shall refer to the Trustees as trustees, and not as individuals or personally, and shall not refer to the officers, employees, agents or Participants of the Trust. If the Trustees determine that the use of that name is not advisable, they may use another designation or adopt another name under which the Trust may hold property or conduct its activities. The Trust shall constitute a separate public entity within the meaning of Section 6507 of the Joint Exercise of Powers Act. Section 1.2. Purpose. The purpose of the Trust is to provide California Public Agencies with an instrumentality or agency to pool their bond proceeds to facilitate the investment of and accounting for such proceeds in compliance with the arbitrage management requirements of the Internal Revenue Code of 1986, as amended. Only Public Agencies of the State of California, authorized under the Joint Exercise of Powers Act or other applicable California statutes to enter into joint arrangements of this nature, may own Shares, and such California Public Agencies may purchase Shares only after their governing bodies have become Participants of this Trust by adopting and executing this Declaration of Trust. Section 1.3. Representations of the Participants. Each Participant represents and warrants to the other Participants, but only as to itself, as follows: (a) The Participant is duly organized and validly existing as a public agency of the State of California. as that term is defined in Section 6500 of the Joint Exercise of Powers Act, and has full legal right, power and authority to enter into this Declaration of Trust, to observe and perform its obligations hereunder and to invest its assets as provided herein; and by all necessary official actions the Participant has duly authorized and approved the 1 • execution hereof, the observance and performance of its obligations hereunder and the investment of its assets as provided herein. (b) This Declaration of Trust constitutes a legal, valid and binding obligation of the Participant enforceable against the Participant in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or limiting creditors rights generally, and by the application of equitable remedies in appropriate cases. ARTICLE II. TRUSTEES Section 2.1. Initial Trustees. By the execution of this Declaration of Trust, the Initial Participants appoint the following five individuals to serve as initial Trustees: • Bruce Buel • Earl Corin • Nancy E. Hicks • lames S. Kennedy • Robert C. Leland Section 2.2. Number, Qualification, Election and Term of Trustees. The number of Trustees shall he fixed from time to time by resolution of the Trustees; provided, however, that the number of Trustees shall not be less than three and not greater than fifteen and shall not be less than the number of classes of California Public Agencies entitled to representation on the Board of Trustees as provided in the By-Laws. All Trustees shall be members of the governing body, officers or full-time employees of California Public Agencies. Other than the initial Trustees and Trustees named to fill vacancies as provided in Section 2.4, the Trustees shall he appointed by the Board of Trustees and approved annually by the Participants. Except in the event of resignations or removals pursuant to Section 2.3. each Trustee shall hold office until his or her successor is appointed and approved by the Board of Trustees and the Participants and qualified to serve as Trustee. Each Trustee shall either sign this Declaration of Trust or agree in writing to be bound by it. Section 2.3. Resignation and RemovaL Any Trustee may resign his or her trust (without need for prior or subsequent accounting) by an instrument in writing signed by such Trustee and delivered to the other Trustees, and such resignation shall be effective upon such delivery, or at a later date according to the terms of the instrument. A Trustee who has ceased to be qualified as provided in the By-Laws, who has died, who has been judged incompetent or bankrupt, or for whom a guardian or conservator has been appointed, shall he deemed to have resigned as of the date of such disqualification, death, adjudication or appointment. Any Trustee may he removed, with or without cause, by the action of two-thirds of the remaining Trustees. Upon the resignation or removal of a Trustee, such former Trustee shall execute and deliver such documents as the remaining Trustees shall require for the purpose of conveying to the Trust or the remaining Trustees any Trust property held in the name of the resigning or removed Trustee. Upon the incapacity or death of any Trustee, his or her legal representative shall execute and deliver such documents as the remaining Trustees shall require as provided in the preceding sentence. The Superior Court of the City and County of San Francisco, California. may at the suit of any Participants holding at least 10% of the Shares, remove from office any Trustee in case of fraudulent or dishonest acts or gross abuse of authority or discretion with reference to the Trust and may bar from reelection any Trustee so removed for a period determined by the Court. Section 2.4. Vacancies. The term of office of a Trustee shall terminate and a vacancy shall occur in the event of the disqualification, death, resignation. removal. bankruptcy, adjudicated incompetence or other incapacity to perform the duties of the office of a Trustee. No such vacancy shall operate to annul this Declaration of Trust or to remove any existing agency created pursuant to the terms of this Declaration of Trust. In the case of an existing vacancy, including a vacancy existing by reason of an increase in the number of 2 • Trustees, the remaining Trustees shall fOlich vacancy by the appointment of steother person as they in their discretion shall see fit and as is qualified as provided herein and in the By-Laws. If there shall be no remaining Trustee, any Participant may petition the Superior Court of the City and County of San Francisco to appoint a Trustee who is qualified as provided herein and by the By-laws. Any such appointment shall not become effective, however, until the person appointed shall have accepted in writing such appointment and agreed in writing to be bound by the terms of this Declaration of Trust. An appointment of a Trustee may be made in anticipation of a vacancy to occur at a later date by reason of resignation, provided that such appointment shall not become effective prior to such resignation. Whenever a vacancy in the number of Trustees shall occur. until such vacancy is filled as provided in this Section 2.4, the Trustees in office, regardless of their number, shall have all the powers granted to the Trustees and shall discharge all the duties imposed upon the Trustees by this Declaration of Trust. ARTICLE III. POWERS OF TRUSTEES Section 3.1. General. The Trustees shall have exclusive and absolute control over the Trust property and over the affairs of the Trust to the same extent as if the Trustees were the sole owners of the Trust property in their own right, but with such powers of delegation as may be permitted by this Declaration of Trust. The Trustees shall have power to conduct the affairs of the Trust and carry on its operations in any and all of its branches and maintain offices both within and without the State of California, and to do all such other things and execute all such instruments as the Trustees deem necessary, proper or desirable in order to promote the interests of the Trust although such things are not herein specifically mentioned. Any determination as to what is in the interests of the Trust made by the Trustees in good faith shall he conclusive. In construing the provisions of this Declaration of Trust, the presumption shall be in favor of a grant of a power to the Trustees. The enumeration of any specific power herein shall not he construed as limiting the aforesaid powers. Such powers of the Trustees may he exercised without order of or resort to any court. Notwithstanding the foregoing, the investment powers of the Trustees under this Declaration of Trust shall be subject to any restrictions upon the manner of exercising such powers imposed by the laws of the State of California. including Section 53635 of Title 5, Division 7, Part 1, Chapter 4, Article 2 of the Government Code on Placer County, as an Initial Participant. In the event that such Initial Participant (or any successor Participant designated as described below) ceases to he a party to this Declaration of Trust, the Trustees shall designate another Participant as a successor Participant for purposes of this Section. Section 3.2. Investments. The Trustees shall have the power to subscribe for, invest in, reinvest in. purchase or otherwise acquire, own, hold, pledge, sell, assign, transfer, exchange. distribute, lend or otherwise deal in or dispose of investments of every nature and kind, provided such investment is (in the sole and absolute discretion of the Trustees) consistent with the investment objectives and policies set forth in the Trust's Information Statement. as most recently amended or supplemented, and to exercise any and all rights. powers and privileges of ownership or interest in respect of any and all such investments of every kind and description. including without limitation, the right to consent and otherwise act with respect thereto, with power to designate one or more persons. firms, associations or corporations to exercise any of such rights, powers and privileges in respect of any of such investments. Section 3.3. Legal Title. Legal title to all the Trust property shall be vested in the Trustees as joint tenants, except that the Trustees shall have power to cause legal title to any Trust property to he held by or in the name of one or more of the Trustees, or in the name of the Trust, or in the name of any other person as nominee. on such terms as the Trustees may determine, provided that the interest of the Trust therein is appropriately protected. The right, title and interest of the Trustees in the Trust property shall vest automatically in each person who may hereafter become a Trustee. Upon the resignation, removal, incapacity, disqualification or death of a Trustee he shall automatically cease to have any right, title or interest in any of the Trust property. and the right, title and interest of such Trustee in the Trust property..shall vest automatically in the remaining Trustees. Such vesting and cessation of title shall he effective whether or not conveyancing documents have 3 • • been executed and delivered. Section 3.4. Issuance and Redemption of Shares. The Trustees shall have the power to issue, sell, repurchase, redeem, retire, cancel, acquire, hold, resell, reissue, dispose of, transfer, and otherwise deal in Shares and, subject to the provisions hereof, to apply to any such repurchase, redemption, retirement. cancellation or acquisition of Shares any funds or property of the Trust, whether capital or surplus or otherwise. to the full extent now or hereafter permitted by California law. Section 3.5. Borrowing Money and Lending Trust Property. Subject to applicable law, the Trustees shall have power to borrow money or otherwise obtain credit and to secure the same by mortgaging, pledging or otherwise subjecting as security the assets of the Trust. to endorse. guarantee. or undertake the performance of any obligation, contract or engagement of any other person and to lend Trust property. Section 3.6. Delegation and Committees. The Trustees shall have power to delegate from time to time to such of their number or to officers. employees or agents of the Trust the doing of such things and the execution of such instruments either in the name of the Trust or the names of the Trustees or otherwise as the Trustees may deem expedient, to the same extent as such delegation is permitted by law and consistent with the Bv- Laws. .Section 3.7. Collection and Payment. The Trustees shall have power to collect all property due to the Trust; to pay all claims. including taxes, against the Trust property; to prosecute. defend, compromise or abandon any claims relating to the Trust property: to foreclose any security interest securing any obligation by virtue of which any property is owed to the Trust: and to enter into releases, agreements and other instruments. Section 3.8. Expenses and Limits Thereon. The Trustees shall have the power to incur and pay any expenses which in the opinion of the Trustees are necessary or incidental to carry out any of the purposes of this Declaration of Trust. The Trustees shall fix the compensation of all officers and employees who are not Trustees. Section 3.9. Litigation. The Trustees shall have the power to engage in and to prosecute. defend. compromise, abandon, or adjust. by arbitration or otherwise, any actions, suits, proceedings, disputes. claims. and demands relating to the Trust or the Trust property, and, out of the Trust property. to pay or to satisfy an ' debts, claims or expenses incurred in connection therewith, including those of litigation, and such power shall include without limitation the power of the Trustees or any appropriate committee thereof, in the exercise of their Or its good faith business judgment. consenting to dismiss any action, suit, proceeding, dispute. claim, or demand, derivative or otherwise, brought by any person, including a Participant in such Participant's own name or in the name of the Trust. whether or not the Trust or any of the Trustees may he named individually therein or the subject matter arises by reason of business for or on behalf of the Trust. Section 3.10. Manner of Acting and By-Laws. Except as otherwise provided herein or in the By-Laws. any action to be taken by the Trustees may be taken by a majority of the Trustees present at a meeting of Trustees (a quorum being present). The Trustees may adopt By-Laws not inconsistent with this Declaration of Trust to provide for the conduct of the affairs of the Trust and may amend or repeal such By-Laws. Section 3.11. Miscellaneous Powers. The Trustees shall have the power to: (a) employ or contract with such persons as the Trustees may deem desirable for the transaction of the affairs of the Trust: (h) to the extent permitted by law, enter into joint ventures. partnerships and any other combinations or associations: (c) remove Trustees or fill vacancies in or add to their number, elect and remove such officers and appoint and terminate such agents or employees as they consider appropriate, and appoint from their own number and others, and terminate, any one or more committees which may exercise some or all of the power and authority of the Trustees as the Trustees may determine; (d) purchase. and pay for out of Trust property, insurance policies insuring the Trustees. officers. employees, agents. Participants. investment advisers, distributors, or independent contractors of the Trust against all claims arising by reason of holding any such position or by reason of any action taken or omitted by any such person in such capacity. whether or not constituting negligence, or whether 4 or not the Trust would have the power to indemnify such person against such liability; (e) to the extent permitted by law, indemnify any person with whom the Trust has dealings to such extent as the Trustees shall determine; (f) determine and change the fiscal year of the Trust and the method by which its accounts shall be kept; and (g) adopt a seal for the Trust but the absence of such seal shall not impair the validity of any instrument executed on behalf of the Trust. In addition to these specific powers, the Trustees shall also have all other powers consistent with the Joint Exercise of Powers Act and the laws of California governing California business trusts and reasonably necessary from time to time to carry out the purposes of the Trust as set forth in Section 1.2. ARTICLE IV. INVESTMENT ADVISORY AND OTHER SERVICES TO TRUST Section 4.1. Investment Adviser and Approval of Agreements. The Trustees are responsible for the general policies of the Trust and for such general supervision of the business of the Trust conducted by all officers, agents, employees, advisers, managers or independent contractors of the Trust as may be necessary to insure that such business conforms to the provisions of this Declaration of Trust. However, the Trustees shall not be required personally to conduct all the business of the Trust, and consistent with their ultimate responsibility as stated above, the Trustees shall have the power to appoint, employ or contract with any person (including one or more of themselves or any corporation, partnership, or trust in which one or more of them may be directors, officers, stockholders, partners or trustees) as the Trustees may deem necessary or proper for the transaction of the business of the Trust. The Trustees may in their discretion, from time to time, enter into an investment advisory or management contract whereby the other party to such contract shall undertake to furnish the Trust such management, investment advisory or supervisory, administrative, accounting, legal, statistical. research, and promotional facilities and services, and such other facilities and services, if any, as the Trustees may in their discretion determine. The Trustees may authorize the investment adviser to effect purchases, sales, loans or exchanges of portfolio securities of the Trust on behalf of the Trustees or may authorize any officer, employee or Trustee to effect such purchases, sales, loans or exchanges pursuant to recommendations of the investment adviser, all without further action by the Trustees. Any such purchases, sales, loans and exchanges shall he deemed to have been authorized by all of the Trustees. The Trustees shall have the power to determine the compensation and other terms of employment or contract of the investment adviser or any other person whom they may employ or with whom they may contract: provided, however, that any determination to employ or contract with any Trustee or any person of which a Trustee is an Affiliate, shall be valid only if made, approved or ratified by a majority of the Trustees who are not Affiliates of such person. The Trustees may exercise broad discretion in allowing the investment adviser to administer and regulate the operations of the Trust, to act as agent for the Trust, to execute documents on behalf of the Trustees, and to make decisions which conform to general policies and general principles previously established by the Trustees. For purposes of this Declaration of Trust and the By-Laws, Affiliate shall mean, as to any person, any other person who owns beneficially. directly or indirectly, 1% of the outstanding capital stock or equity interest of such person or of any other person which controls, is controlled by or is under common control with such person, or is an officer, retired officer, director, employee, partner or trustee of such person or of any other person which controls, is controlled by or is under common control with such person. Section 4.2. Other Activities of Investment Adviser. The investment adviser shall not be required to administer the investment activities of the Trust as its sole and exclusive function and may have other business interests and may engage in other activities similar or in addition to those relating to the Trust. including the rendering of services and advice to other persons and the management of other investments (including investments of the investment adviser and its Affiliates). The investment adviser shall be required to use its best efforts to present a continuing and suitable investment program to the Trust which is consistent with the investment policies and objectives of the Trust but neither the investment adviser nor any Affiliate of the investment adviser shall be obligated to present any particular • • investment opportunity to the Trust even if such opportunity is of a character which, if presented to the Trust, could be taken by the Trust, and, subject to the foregoing, shall be protected in taking for its own account or recommending to others any such particular investment opportunity. Section 4.3. Other Services to the Trust. The Trustees may from time to time in their discretion enter into contracts or agreements with independent contractors to carry out the following functions: (1) transfer agent and dividend disbursing agent; (2) administrator, to maintain the books and records of the Trust, to supervise all aspects of the Trust's operations, including periodic updating of the Trust's Information Statement, to prepare the Trust's tax returns and periodic reports to Participants, to compute the Trust's daily net asset value and yield. to provide office space, equipment and facilities necessary for the Trust's operations and to provide such other administrative services as the Trustees may require; (3) distributor, to act as the Trust's sales agent for the distribution of the Shares, (4) customer service agent, to provide information to California Public Agencies which are Participants or are interested in becoming Participants: (5) custodian bank, to hold all money and securities constituting the Trust property; (6) independent certified public accountants, to perform an annual audit and provide such other services as the Trustees may require, and (7) legal counsel. The foregoing specific list shall not prevent the Trustees from employing other persons to provide such advice, assistance or services as the Trustees may from time to time require to carry out the purposes of the Trust as set forth in Section 1.2. ARTICLE V. LIMITATIONS OF LIABILTIY OF PARTICIPANTS, TRUSTEES AND OTHERS Section 5.1. No Personal Liability of Participants, Trustees and Others. No Participant shall he subject to any personal liability whatsoever to any person in connection with Trust property or the acts, obligations or affairs of the Trust. Subject to Section 5.2. no Trustee, officer, employee or agent of the Trust shall he subject to any personal liability whatsoever to any person in connection with Trust property or the acts, obligations or affairs of the Trust, and all such persons shall look solely to the Trust property for satisfaction of claims of any nature arising in connection with the affairs of the Trust. No Participant, Trustee, officer, employee, or agent, as such. of the Trust, made a party to any suit or proceeding to enforce any such liability, shall be held to any personal liability. The Trust shall indemnify and hold each Participant harmless from and against all claims and liabilities to which such Participant may become subject by reason of its being or having been a Participant and shall reimburse such Participant for all legal and other expenses reasonably incurred by it in connection with any such claim or liability; provided that such indemnity or reimbursement shall be made from assets (or proceeds thereof or income therefrom) of the one or more Series of Shares of the Trust in respect of which such claim or liability arose and not from the assets (or proceeds or income therefrom) of any other Series of Shares of the Trust. The rights accruing to a Participant under this Section 5.1 shall not exclude any other right to which such Participant may be lawfully entitled, nor shall anything herein contained restrict the right of the Trust to indemnify or reimburse a Participant in any appropriate situation even though not specifically provided herein. Section 5.2. Non-Liability and Indemnification of Trustees and Others. No Trustee, officer. employee or agent of the Trust shall be liable to the Trust, to its Participants, or to any Participant, Trustee, officer. employee, or agent thereof for any action or failure to act (including without limitation the failure to compel in any way any former or acting Trustee to redress. any breach of trust), except for its, his or her own had faith. willful misfeasance, gross negligence or reckless disregard of duty. Each Trustee, officer, employee and agent of the Trust shall be indemnified as provided in the By-laws and to the fullest extent provided by California law. Section 5.3. Surety Bond Required. The Trustees shall obtain a surety bond in such amounts and with such terms as they shall determine pursuant to Section 6505.1 of Title 1, Division 7, Chapter 5 of the Government Code of the State of California. Section 5.4. No Duty of Investigation and Notice in Trust Instruments. No purchaser, lender, transfer agent or other person dealing with the Trustees or any officer, employee or agent of the Trust shall,he hound to make any inquiry concerning the validity of any transaction purporting to be made by the Trustees or by such officer, employee or agent or be liable for the application of money or property paid. loaned, or delivered to or 6 • • 110 on the order of the Trustees or of such officer, employee or agent. Every obligation, contract, instrument, - certificate, Share or other security of the Trust and undertaking, and every other document executed in • connection with the Trust, shall be conclusively presumed to have been executed or done by the executors thereof only in their capacity as Trustees under this Declaration of Trust or in their capacity as officers, employees or agents of the Trust. Every written obligation, contract, instrument, certificate, Share or other security of the Trust or undertaking made or issued by the Trustees shall recite that it is executed by them not individually, but as Trustees under this Declaration of Trust, and that the obligations of any such instruments are not binding upon any of the Trustees or Participants individually, but bind only the Trust property, but the omission of such recital shall not operate to bind the Trustees or Participants individually. Section 5.5. Reliance on Experts. Each Trustee, officer and employee of the Trust shall, in the performance of his or her duties, he fully protected with regard to any act or any failure to act resulting from reliance in good faith upon the hooks of account or other records of the Trust, upon an opinion of counsel, or upon reports made to the Trust by any of its officers or employees or by the investment adviser, administrator, transfer agent, custodian, distributor accountants, appraisers or other experts or consultants selected with reasonable care by the Trustees, officers or employees of the Trust. Section 5.6 Immunity from Liability, Etc. All of the privileges and immunities from liability. all exemptions from laws, ordinances and rules, and all pension, relief, disability, workmen's compensation, and other benefits which apply to the activity of Board members, officers, agents or employees of the Initial Participants and any additional Participants when performing their functions within the territorial limits of their respective Public Agencies. shall apply to them to the same degree and extent while engaged in the performance of any of their functions and duties associated with the Trust. Section 5.7. Further Restriction of Duties and Liabilities. Without limiting the foregoing provisions of this Article V. the Trustees, officers, employees, agents, and Participants of the Trust shall in no event have any greater duties or liabilities than those imposed by applicable law as shall be in effect from time to time. ARTICLE VI. SHARES OF BENEFICIAL INTEREST Section 6.1. Beneficial Interest. The interest of the beneficiaries hereunder shall he divided into transferable units to he called Shares of Beneficial Interest, $.01 par value (the "Shares"). The number of Shares authorized hereunder is unlimited. Except as otherwise provided in this Section 6.1 and in Section 6.8 hereof, each Share shall represent an equal proportionate share in the net assets of the Trust. Each Share of any Series shall represent an equal proportionate share in the assets of that Series with each other Share in that Series. The Trustees may divide or combine the shares of any Series into a greater or lesser number of shares of that Series without thereby changing the proportionate interests in the assets of that Series. There is hereby established and designated two Series of Shares to he known as the "Treasury Portfolio" and the "Money Market Portfolio" Series. Subject to the provisions of Section 6.8 hereof, the Trustees may authorize the creation of additional Series of Shares (the proceeds of which may he invested in separate. independently managed portfolios). All Shares issued hereunder, including, without limitation, Shares issued in connection with a dividend in Shares or a division of Shares, shall be fully paid and nonassessable. Section 6.2. Rights of Participants. The ownership of the Trust property of every description and the right to conduct the affairs of the Trust hereinbefore described are vested exclusively in the Trustees, and the Participants shall have no interest therein other than the beneficial interest conferred by their Shares, and they shall have no right to call for any partition, division, dividend or distribution of any property, profits. rights or interests of the Trust nor can they he called upon to assume any losses of the Trust or suffer an assessment of any kind by virtue of their ownership of Shares. The Shares shall be personal property giving only the rights specifically set forth in this Declaration of Trust. The Shares shall not entitle the holder to preference, preemptive, appraisal, conversion or exchange rights, except as the Trustees may determine. • • • Section 6.3. Trust Only. It is the intention of the Trustees to create only the relationship of Trustee and beneficiary between the Trustees and each Participant from time to time. It is not the intention of the Trustees to create a general partnership, limited partnership, joint stock association, corporation, bailment or any form of legal relationship other than a trust. Nothing in this Declaration of Trust shall be construed to make the Participants, either by themselves or with the Trustees, partners or members of a partnership or a joint stock association. Section 6.4. Register of Shares. A register shall be kept at the principal office of the Trust or at such place as the Trustees shall designate containing the names and addresses of all Participants and the number of Shares held by them respectively and a record of all transfers thereof. Such register shall be conclusive as to which California Public Agencies are the holders of the Shares and which California Public Agencies shall be entitled to receive distributions or otherwise to exercise or enjoy the rights of Participants. No Participant shall be entitled to receive payment of any distribution, nor to have rights given to it as herein or in the By-Laws provided, until its correct name and address has been given to the transfer agent or such other officer or agent of the Trustee as shall keep the register. The Trustees, in their discretion, may but need not authorize the issuance of Share certificates and promulgate appropriate rules and regulations as to their use. Section 6.5. Transfer of Shares. Shares shall be transferable on the records of the Trust only by the record holder thereof or by its agent thereunto duly authorized in writing, upon delivery to the transfer agent of a duly executed instrument of transfer, together with such evidence of the genuineness of each such execution and authorization and of other matters as may reasonably be required. Upon such delivery the transfer shall he recorded on the register of the Trust. Until such record is made, the Participant of record shall be deemed to he the holder of such Shares for all purposes hereunder and neither the Trustees nor any transfer agent nor any officer, employee or agent of the Trust shall be affected by any notice of the proposed transfer. No Shares may be transferred to a transferee other than a California Public Agency or the Trust itself. Any attempted transfer to any other person shall be void and of no effect. Section 6.6. Notices. Any and all notices and communications to which a Participant may he entitled shall be deemed duly given or made if delivered in person or mailed, postage prepaid, addressed to the Participant of record at its address as recorded on the register of the Trust. In addition to any other notice or communication to which a Participant may be entitled, each Participant shall be entitled to notice of any amendment to this Declaration of Trust or of any matter which is approved by the Participants. Section 6.7. Approval Powers. The following matters alone shall require the approval of Participants: (i) the appointment of Trustees as provided in Section 2.2, (ii) termination of the Trust as provided in Section 9.2. (iii) amendment of this Declaration of Trust to the extent provided in Section 9.3, (iv) merger, consolidation or sale of assets of the Trust as provided in Section 9.4, (v) a change in the investment restrictions or fundamental policies set forth in the Information Statement, except as set forth therein, and (vi) such additional matters relating to the Trust as may be required by this Declaration of Trust or the By-Laws or as the Trustees may consider necessary or desirable. Participants shall be entitled to exercise such approval powers in proportion to the number of full and fractional Shares held. Shares shall not be cumulated for the purpose of approving Trustees. Until Shares are issued, the Trustees may exercise all rights of Participants and may take any action required by law, this Declaration of Trust or the By-Laws to be taken by Participants. The By-Laws may include further provisions for the approval of Participants and related matters. Section 6.8. Series of Shares. The following provisions are applicable regarding the Series of Shares of the Trust established and designated by Section 6.1 hereof and shall be applicable if the Trustees shall establish and designate additional Series as provided in that Section: (a) The number of shares of each Series that may be issued shall be unlimited. The Trustees may classify or reclassify any unissued shares of any Series or any shares previously issued and reacquired into one or more Series that may be established and designated from time to time. Shares reacquired by the Trust shall he cancelled and restored to the status of authorized and unissued Shares undesignated as to Series. 8 (b) All consideration received b} a Trust for the issue or sale of Shares a particular Series, together with all assets in which such consideration is invested or reinvested. all income, earnings, profits and proceeds thereof, including any proceeds derived from the sale, exchange or liquidation of such assets. and any funds or payments derived from reinvestment of such proceeds in whatever form the same may be. shall irrevocably belong to that Series for all purposes, subject only to the rights of creditors, and shall be so recorded upon the books of account of the Trust. In the event that there are any assets, income, earnings, profits. or proceeds thereof, or funds or payments which are not readily identifiable as belonging to any particular Series, the Trustees shall allocate them among any one or more of the Series established and designated from time to time in such manner and on such basis as they, in their sole discretion, deem fair and equitable. Each such allocation by the Trustees shall be conclusive and binding upon the Shareholders of all Series for all purposes. (c) The assets belonging to each particular Series shall be charged with the liabilities of the Trust in respect of that Series, as will all expenses, costs. charges and reserves attributable to that Series. and any general liabilities. expenses, costs, charges or reserves of the Trust which are not readily identifiable as belonging to any particular Series shall he allocated and charged by the Trustees to and among any one or more of the Series established and designated from time to time in such manner and on such basis as the Trustees in their sole discretion deem fair and equitable. Each allocation of liabilities, expenses. costs, charges and reserves by the Trustees shall be conclusive and binding upon the Participants in all Series for all purposes. (d) All dividends and distributions on Shares of a particular Series shall be distributed pro rata to the holders of that Series in proportion to the number of Shares of that Series held by such holders at the date and time of record established in the By-Laws for the payment of such dividends or distributions. (e) In the event of the liquidation of a particular Series, the Participants in that Series which is being liquidated shall he entitled to receive, when and as declared by the Trustees, the excess of the assets belonging to that Series over the liabilities belonging to that Series. The holders of Shares of any Series shall not he entitled thereby to any distribution upon liquidation of any other Series. The assets so distributable to the Participants in any Series shall be distributed among such Participants in proportion to the number of Shares of that Series held by them and recorded on the books of the Trust. The liquidation of any particular Series in which there are Shares then outstanding may be authorized by an instrument in writing, without a meeting, signed by a majority of the Trustees then in office, subject to the affirmative vote of a majority of the outstanding voting securities of that Series. (1) The Trustees shall have the authority to provide that the holders of Shares.of any Series shall have the right to convert or exchange such Shares for or into Shares of one or more other Series in accordance with such requirements and procedures as may he established by the Trustees. (g) The Trustees shall have the power to determine the designations, preferences, privileges, limitations and rights, including approval and dividend rights, of each Series of Shares. Subject to the provisions of this Section 6.8. all Shares of all Series shall have identical rights and privileges, except insofar as variations thereof among Series shall have been determined and fixed by the Trustees. (h) The establishment and designation of any Series of Shares in addition to those established and designated in Section 6.1 hereof shall he effective upon the execution by a majority of the then Trustees of an instrument setting forth such establishment and designation and the relative rights, preferences. approval powers. restrictions, limitations as to dividends. qualifications, and terms and conditions of redemption of such Series or as otherwise provided in such instrument. At any time that there are no shares outstanding of any particular Series previously established and designated, the Trustees may by an instrument executed by a majority of their number abolish that Series and the establishment and designation thereof. Each instrument referred to in this paragraph shall constitute an amendment to this Declaration of Trust. 9 0 ARTICLE VII. REDEMPTIONS Section 7.1. Redemptions. In case any Participant at any time desires to dispose of its Shares, it may deposit a written request or other such form of request as the Trustees may from time to time authorize, at the office of the transfer agent or at the office of any bank or trust company, either in or outside of California which is a member of the Federal Reserve System and which the transfer agent has designated in writing for that purpose, to have the Shares redeemed by the Trust at the net asset value thereof per Share next determined after such deposit as provided in the By-Laws. Payment for redemption shall be made to the Participant within the number of business days specified in the Trust's current Information Statement, unless the date of payment is postponed pursuant to Section 7.2 hereof, in which event payment may be delayed beyond such period. Section 7.2. Suspension of Right of Redemption. The Trustees may declare a suspension of the right of redemption or postpone the date of payment or redemption for the whole or any part of any period (i) during which the New York Stock Exchange is closed other than customary weekend and holiday closings, lii) during which trading on the New York Stock Exchange is restricted, or (iii) during which an emergency exists as a result of which disposal by the Trust of securities owned by it is not reasonably practicable or it is not reasonably practicable for the Trust fairly to determine the value of its net assets. Such suspension shall take effect at such time as the Trustees shall specify but not later than the close of business on the business day next following the declaration of suspension, and thereafter there shall be no right of redemption or payment on redemption until the Trustees shall declare the suspension at an end, except that the suspension shall terminate in any event on the first day on which the New York Stock Exchange shall have reopened or the period specified in (ii) or (iii) shall have expired (as to which the determination of the Trustees shall be conclusive). In the case of a suspension of the right of redemption, a Participant may either withdraw its request for redemption or receive payment based on the net asset value existing after the termination of the suspension. Section 7.3. Redemptions to Reimburse Trust for Loss on Nonpayment for Shares or for Other Charges. The Trustees shall have the power to redeem Shares owned by any Participant to the extent necessary (i) to reimburse the Trust for any loss it has sustained by reason of the failure of such Participant to make full payment for Shares purchased by such Participant, or (ii) to collect any charge relating to a transaction effected for the benefit of such Participant which is applicable to Shares as provided in the Information Statement. Any such redemption shall be effected at the redemption price determined in accordance with Section 7.1 hereof. Section 7.4. Redemptions Pursuant to Constant Net Asset Value Policy. The following provisions shall apply to any Series of Shares of the Trust during any period that the Trustees, in their discretion, establish a policy of maintaining a constant net asset value per Share. If for any reason the net income of the Trust attributable to such Series shall, at the time of any determination thereof in accordance with Section 8.1 hereof. be a negative amount, then the Trustees shall have power to cause the number of outstanding Shares of such Series to be reduced by requiring each Participant to contribute to the capital of the Trust such Participant's proportionate part of the total number of Shares of such Series which have an aggregate current net asset value equal as nearly as may be practicable to the negative amount of the Trust's net income. Each Participant, by becoming a registered holder of Shares, agrees to make any such contribution which may he required. Section 7.5. Redemptions in Kind. Payment for Shares redeemed pursuant to Section 7.1 may, at the option of the Trustees, or such officer or officers as they may duly authorize for the purpose, in their complete discretion be made in cash, or in kind, or partially in cash and partially in kind. In case of payment in kind, the Trustees, or their delegate, shall have absolute discretion as to what security or securities shall he distributed in kind and the amount of the same, and the securities shall be valued for purposes of distribution at the figure at which they were appraised in computing the net asset value of the Shares. Section 7.6. Minimum Investment. The Trustees shall have the power to fix the minimum investment for Participants expressed in dollars or Shares, or both. Whenever a Participant's investment is less than the minimum established by the Trustees, the Trustees may redeem the Shares of such Participant, provided thirty days' prior notice is given to such Participant. If the Trustees change the minimum investment to an amount • 10 • greater than the investment of any Participant at the time that such change beZ Ines effective, the investment of such Participant shall not be redeemed without such Shareholder's consent. ARTICLE VIII. DETERMINATION OF NET ASSET VALUE, NET INCOME AND DISTRIBUTIONS Section 8.1. By-Laws to Govern Net Asset, Net Income and Distribution Procedures. The Trustees, in their absolute discretion, may prescribe and shall set forth in the By-Laws such bases and times for determining the per Share net asset value of the Shares, the net income of the Trust, and the declaration and payment of distributions, as they may deem necessary or desirable. ARTICLE IX. DURATION, TERMINATION AND AMENDMENT Section 9.1. Duration. The Trust shall continue without limitation of time but subject to the provisions of this Article IX. Section 9.2. Termination of Trust. (a) The Trust may be terminated by the vote of the majority of the authorized Trustees, subject to approval by the approval of the holders of not less than two-thirds of the Shares outstanding. Upon the termination of the Trust: (i) The Trust shall carry on no activities except for the purpose of winding up its affairs; (ii) The Trustees shall proceed to wind up the affairs of the Trust and all of the powers of the Trustees under this Declaration of Trust shall continue until the affairs of the Trust shall have been wound up, including the power to fulfill or discharge the contracts of the Trust, collect its assets, sell, convey, assign, exchange, transfer or otherwise dispose of all or any part of the Trust property to one or more persons at public or private sale for consideration which may consist in whole or in part of cash. securities or other property of any kind, discharge or pay its liabilities, and do all other acts appropriate to liquidate its business; provided that any sale, conveyance, assignment, exchange, transfer or other disposition of all or substantially all the Trust property shall require approval in accordance with Section 9.4 hereof; and (iii) After paying or adequately providing for the payment of all liabilities, and upon receipt of such releases. indemnities and refunding agreements as they deem necessary for their protection, the Trustees may distribute the remaining Trust property, in cash or in kind or partly in cash and partly in kind, among the Participants according to their respective beneficial interests. (h) After termination of the Trust and distribution to the Participants as herein provided, a majority of the Trustees shall execute and lodge among the records of the Trust an instrument in writing setting forth the fact of such termination, and the Trustees shall thereupon he discharged from all further liabilities and duties hereunder. and the rights and interests of all Participants shall thereupon cease. Section 9.3. Amendment Procedure. (a) This Declaration of Trust may he amended by the vote of the . Trustees, subject to approval of such amendment by a majority of the Shares outstanding and by a majority of the Shares of any Series affected by such amendment. The Trustees may also amend this Declaration of Trust without such Participant approval to change the name of the Trust or any Series, to establish and designate additional Series, to supply any omission herein or to correct or supplement any ambiguous, defective or inconsistent provision hereof, or if they deem it necessary, to conform this Declaration of Trust to the requirements of applicable laws or regulations or to eliminate or reduce any taxes which may he payable by the Trust or the Participants, hut the Trustees shall not he liable for failing to do so. (h) No amendment may he made under this Section 9.3 which would change any rights with respect to any Share by reducing the amount payable thereon upon liquidation of the Trust or by diminishing or eliminating any approval rights pertaining thereto, except with the vote of a majority of the authorized Trustees and the approval of the holders of two-thirds of the Shares outstanding and the holders of two-thirds of the Shares of any 11 • • Series affected by such amendment. Nothingin this Declaration of Trust shall permit its amendment to impair 'the exemption from personal liability of the Participants, Trustees, officers, employees and agents of the Trust or to permit assessments upon Participants. (c) A certificate signed by a majority of the Trustees setting forth an amendment and reciting that it was duly adopted by the Trustees and/or by theParticipants be conclusiveevst as idy of ence of such amendment hDeclaration twhen lodged amongud executed by a majority of the Trustees, shall the records of the Trust. Section 9.4. Merger, Consolidation and Sale of Assets. To the extent permitted by law, the Trust may merge into or consolidate with any other corporation. association, trust or other organization or may sell, lease or exchange all or substantially all of the Trust property, including its good will, upon such terms and conditions and for such consideration when and as authorized by vote of a majority of the authorized Trustees and approved by the holders of two-thirds of the Shares outstanding and by the holders of two-thirds of the Shares of any Series affected. ARTICLE X. MISCELLANEOUS Section 10.1. Governing Law. This Declaration of Trust is executed by the Initial Participants and delivered in the State of California and with reference to the laws thereof, and the rights of all parties and the validity and construction of every provision hereof shall be subject to and construed according to the laws of the State of California. Section 10.2. Counterparts. This Declaration of Trust may be simultaneously executed in several counterparts, each of which shall be deemed to be an original. and such counterparts. together, shall he constituted one and the same instrument, which shall be sufficiently evidenced by any such original counterpart. Section 10.3. Adoption by California Public Agencies. A Public Agency of the State of California may become a Participant of this Trust by taking appropriate action to adopt this Declaration of Trust, furnishing the Trust with satisfactory evidence that such action has been taken, and signing a counterpart of this Declaration of Trust. A copy of this Declaration of Trust may be adopted through incorporation by reference into an ordinance or resolution of such Public Agency, and a certified copy of such ordinance or resolution shall constitute satisfactory evidence of adoption contemplated by this Section. Section 10.4. Certificates. Any certificate executed by an individual who, according to the records of the Trust, appears to be a Trustee hereunder. or Secretary or Assistant Secretary of the Trust, certifying to: (a) the number or identity of Trustees or Participants, (b) the due authorization of the execution of any instrument or writing. (c) the form of any vote passed at a meeting of Trustees, (d) the number of Trustees present or voting at any meeting, (e) the form of any By-Laws adopted by or the identity of any officers elected by the Trustees. or (f) the existence of any fact or facts which in any manner relate to the affairs of the Trust, shall he conclusive evidence as to the matters so certified in favor of any person dealing with the Trustees and their successors. Section 10.5. Provisions in Conflict with Law or Regulations. (a) The provisions of this Declaration of Trust are severable, and if the Trustees shall determine, with the advice of counsel. that any of such provisions is in conflict with applicable laws and regulations, the conflicting provisions shall he deemed superseded by such laws or regulations to the extent necessary to eliminate such conflict: provided, however, that such determination shall not affect any of the remaining provisions of this Declaration of Trust or render invalid or improper any action taken or omitted prior to such determination. (b) If any provision of this Declaration of Trust shall be held invalid or unenforceable in any jurisdiction. such invalidity or unenforceability shall pertain only to such provision in such jurisdiction and shall not in any manner affect such provision in any other jurisdiction or any other provision of this Declaration of Trust in any jurisdiction. 12 Section 10.6. Index and HeaNgs for Reference Only. The index S_I headings preceding the text, articles and sections hereof have been inserted for convenience and reference only and shall not be construed to affect the meaning, construction or effect of this Declaration of Trust. Secdon 10.7. Successors in Interest. This Declaration of Trust and the Bylaws shall be binding upon and inure to the benefit of the undersigned Initial Participants and their successors, assigns, heirs, distributees and legal representatives, and every Participant and its successors, assigns, heirs, distributees and legal representatives. IN WITNESS WHEREOF, the undersigned have executed this Declaration of Trust as of the date first hereinabove set forth. MONTEREY PENINSULA WATER PLACER COUNTY MANAGEMENT DISTRICT By: /s/ Dick Heuer By: /s/ Alex Ferreira Name: Dick Heuer Name: Alex Ferreira Title: Chairman Title: Chairman, Board of Supervisors The undersigned Public Agency hereby represents that the governing body of the undersigned has duly adopted by appropriate action the Declaration of Trust of the California Arbitrage Management Trust (the "Trust") dated as of December 15, 1989, hereby executes such Declaration of Trust and, by such execution, hereby becomes a party to and Participant of the Trust and agrees to he hound by all the provisions of the Declaration of Trust. Date: December 4 , 1990 Public Agency: CITY OF REDDING By: Name: MIKE DAHL Title: Vice Mayor ATTEST : ETHEL A . NICHOLS , City Clerk FORM APPROVED : RANDALL A. HAYS , City Attorney 13