JOINT MEETING OF THE BOARDS OF DIRECTORS€¦ · JOINT MEETING OF THE BOARDS OF DIRECTORS Ross Chun, Chair of the Board of Directors of the San Joaquin Hills Transportation Corridor

SAN JOAQUIN HILLS TRANSPORTATION CORRIDOR AGENCY

FOOTHILL/EASTERN TRANSPORTATION CORRIDOR AGENCY

JOINT MEETING OF THE BOARDS OF DIRECTORS

Ross Chun, Chair of the Board of Directors of the San Joaquin Hills Transportation Corridor

Agency and Ed Sachs, Chair of the Board of Directors of the Foothill/Eastern Transportation

Corridor Agency, hereby call the following joint meeting of the Boards to be conducted at the

following time and location:

March 9, 2017

9:30 a.m.

TCA Offices

125 Pacifica, Board Room

Irvine, California 92618

AGENDA

I. CALL TO ORDER

INVOCATION

(Director Voigts)

PLEDGE OF ALLEGIANCE

(Chair Sachs)

ROLL CALL – SAN JOAQUIN HILLS BOARD OF DIRECTORS

Chair Ross Chun City of Aliso Viejo

Vice-Chair Melody Carruth City of Laguna Hills

Director Katrina Foley City of Costa Mesa

Director Richard A. Viczorek City of Dana Point

Director Christina Shea City of Irvine

Director Fred Minagar City of Laguna Niguel

Director Bert Hack City of Laguna Woods

Director Ed Sachs City of Mission Viejo

Director Scott Peotter City of Newport Beach

Director Kathy Ward City of San Clemente

Director Brian L. Maryott City of San Juan Capistrano

Director Sal Tinajero City of Santa Ana

Director Todd Spitzer County of Orange, 3rd District

Director Lisa Bartlett County of Orange, 5th District

Director Ryan Chamberlain Caltrans, Ex-Officio Member

Joint Board of Directors Agenda

March 9, 2017

Page 2

ROLL CALL – FOOTHILL/EASTERN BOARD OF DIRECTORS

Chair Ed Sachs City of Mission Viejo

Vice-Chair Christina Shea City of Irvine

Director Jose F. Moreno City of Anaheim

Director Joseph L. Muller City of Dana Point

Director Scott Voigts City of Lake Forest

Director Mark Murphy City of Orange

Director Tony Beall City of Rancho Santa Margarita

Director Kathy Ward City of San Clemente

Director Brian L. Maryott City of San Juan Capistrano

Director Sal Tinajero City of Santa Ana

Director Charles Puckett City of Tustin

Director Peggy Huang City of Yorba Linda

Director Todd Spitzer County of Orange, 3rd District

Director Shawn Nelson County of Orange, 4th District

Director Lisa Bartlett County of Orange, 5th District

Director Ryan Chamberlain Caltrans, Ex-Officio Member

II. PUBLIC COMMENTS

At this time, members of the public may address the Boards regarding any items within the subject

matter jurisdiction of the Boards, but no action may be taken on off-agenda items unless authorized

by law. Comments shall be limited to three (3) minutes per person and twenty (20) minutes for all

comments.

III. SPECIAL CALENDAR (1)

1. JOINT SJHTCA & F/ETCA ITEM

OATH OF OFFICE

San Joaquin Hills Transportation Corridor Agency Recommendation:

Administer the Oath of Office to Katrina Foley, the new representative Director for

the City of Costa Mesa and Sal Tinajero, the new representative Director for the

City of Santa Ana.

Foothill/Eastern Transportation Corridor Agency Recommendation:

Administer the Oath of Office to Sal Tinajero, the new representative Director for

the City of Santa Ana.


March 9, 2017

Page 3

IV. SAN JOAQUIN HILLS - CONSENT CALENDAR (ITEMS 2-6)

All matters listed under the Consent Calendar are considered routine and will be enacted by one

vote. There will be no discussion of these items unless Board Members request specific items be

removed from the Consent Calendar for separate action.

2. APPROVAL OF MINUTES

(Martha M. Ochoa, Clerk of the Board)

FILE NO.: 2017J-001

Approval of the minutes of the February 9, 2017 Joint Meeting of the San Joaquin

Hills Transportation Corridor Agency and the Foothill/Eastern Transportation

Agency.

ACTION: Approve minutes.

3. COMMITTEE REPORTS


FILE NO.: 2017J-002

ACTION: Receive and file.

4. SIGNAGE ENHANCEMENT DESIGN - CONTRACT AMENDMENT

(Juliet Su, Corridor Manager - Design)

FILE NO.: 2017J-009

Staff is recommending the approval of a contract amendment with HDR, Inc., to

include two new overhead signs and additional roadside signs, along with overhead

and roadside sign modifications and details, into the scope of the design contract.

The additional signage on the 73, 133, 241, and 261 was initially proposed by TCA

staff and subsequently approved in concept by Caltrans.

ACTION: San Joaquin Hills Transportation Corridor Agency Recommendation:

1. Authorize the Chief Executive Officer (CEO) to issue a contract amendment with

HDR, Inc., in the amount of $81,000 for additional design consulting services.

2. Authorize the CEO to execute additional changes to this contract within five percent

($4,050) of the above amount.

5. INVESTMENT REPORTS – AS OF JANUARY 31, 2017

(Daryn Martin, Manager of Treasury Operations)

FILE NO.: 2017S-003

Attached are the monthly investment reports for the San Joaquin Hills

Transportation Corridor Agency (SJHTCA) as of January 31, 2017. As of January

31, 2017, all indenture funds are invested in accordance with the permitted

investment section of the respective indentures and all non-indenture funds are

invested in compliance with both the California Government Code and SJHTCA

Investment Policy.


March 9, 2017

Page 4


6. SECOND QUARTER FICAL YEAR 2017 BUDGET STATUS REPORT

(Maria Fazio, Manager, Budget and Planning)

FILE NO.: 2017S-004

Through the end of the second quarter of FY17, the San Joaquin Hills

Transportation Corridor Agency received a total of $93.4 million in revenue, or

50.4% of the annual budget. Net Toll Revenue, Fees, and Interest Earnings were

at or above target at 52.0%, 49.9%, and 72.9%, respectively. Penalties and

Development Impact Fees were under target at 42.7% and 37.7%, respectively.

Total expenditures were at $87.0 million or 62.3% of the annual amended budget

through the end of the second quarter. Administration, Planning, Environmental

and Construction, and Toll Operations were below the annual budget at 45.5%,

1.5%, and 43.0%, respectively. Debt was at an expected 72.0%.


V. FOOTHILL/EASTERN - CONSENT CALENDAR (ITEMS 2-4, 7-9)

All matters listed under the Consent Calendar are considered routine and will be enacted by one

vote of each Board for the applicable Agency items. There will be no discussion of these items

unless Board Members request specific items be removed from the Consent Calendar for separate

action.

2. APPROVAL OF MINUTES


FILE NO.: 2017J-001

Approval of the minutes of the February 9, 2017 Joint Meeting of the San Joaquin

Hills Transportation Corridor Agency and the Foothill/Eastern Transportation

Agency.

ACTION: Approve minutes.

3. COMMITTEE REPORTS


FILE NO.: 2016J-002


4. SIGNAGE ENHANCEMENT DESIGN - CONTRACT AMENDMENT

(Juliet Su, Corridor Manager - Design)

FILE NO.: 2017J-009

Staff is recommending the approval of a contract amendment with HDR, Inc., to

include two new overhead signs and additional roadside signs, along with overhead


March 9, 2017

Page 5

and roadside sign modifications and details, into the scope of the design contract.

The additional signage on the 73, 133, 241, and 261 was initially proposed by TCA

staff and subsequently approved in concept by Caltrans.

ACTION: Foothill/Eastern Transportation Corridor Agency Recommendation:

1. Authorize the Chief Executive Officer (CEO) to issue a contract amendment with

HDR, Inc., in the amount of $61,400 for additional design consulting services.

2. Authorize the CEO to execute additional changes to this contract within five percent


7. INVESTMENT REPORTS – AS OF JANUARY 31, 2017

(Daryn Martin, Manager of Treasury Operations)

FILE NO.: 2017F-003

Attached are the monthly investment reports for the Foothill/Eastern Transportation

Corridor Agency (F/ETCA) as of January 31, 2017. As of January 31, 2017, all

indenture funds are invested in accordance with the permitted investment section

of the respective indentures and all non-indenture funds are invested in compliance

with both the California Government Code and F/ETCA Investment Policy.

ACTION: Receive and file

8. SECOND QUARTER FISCAL YEAR 2017 BUDGET STATUS REPORT

(Maria Fazio, Manager, Budget and Planning)

FILE NO.: 2017F-004

Through the end of the second quarter of FY17, the Foothill/Eastern Transportation

Corridor Agency received a total of $96.5 million in revenue, or 50.1% of the

annual budget. Net Toll Revenue, Interest Earnings, and Other Revenue were

above target at 50.9%, 69.1%, and 52.4%, respectively. Penalties, Fees, and

Development Impact Fees are below target at 45.0%, 49.4%, and 45.9%,

respectively.

Total expenditures were at $77.4 million or 38.9% of the annual amended budget

at the end of the second quarter of the fiscal year. Administration, Planning,

Environmental and Construction, and Toll Operations were below the annual

budget at 43.4%, 12.9%, and 43.2%, respectively. Debt was at an expected 50.0%.


9. OSO BRIDGE PROJECT – UTILITY RELOCATION DESIGN SERVICES

(Paul Bopp, Engineering Manager, Corridor Management Group)

FILE NO.: 2017F-009

Staff is recommending the approval of a contract amendment with T.Y. Lin

International to increase task order TO-001 to provide additional utility relocation

engineering consulting services related to SMWD utility relocation design for the

Oso Bridge Project.


March 9, 2017

Page 6


1. Authorize the chief executive officer (CEO) to amend task order TO-001 within

contract K001051 with T. Y. Lin, International, for an amount not-to-exceed $65,852,

to provide supplemental engineering consulting services.

2. Authorize the CEO to execute additional amendments to this task order within five

percent ($3,293) of the above amount.

VI. BOARD BUSINESS (ITEMS 10-11)


CUSTOMER SERVICE CENTER (CSC) OPERATIONS

(Samuel Johnson, Chief Toll Operations Officer)

FILE NO.: 2017J-014

As part of the Transportation Corridor Agencies' (TCA) commitment to excellent

customer service, a procurement to select a long-term firm to provide customer

service operations was conducted. The Request for Proposals (RFP) specified that

the resulting agreement would be a performance-based, time and materials contract

awarded to a highly-qualified firm, uniquely skilled in supporting TCA’s goals.

A six-member panel consisting of operations and finance staff, as well as a

representative from the Bay Area Toll Authority, evaluated and ranked the five

submitted proposals based on overall best value to TCA. The evaluation and

subsequent due diligence identified that Faneuil, Inc was the best suited partner to

support TCA in its continued goal of providing excellent customer service and that

they offered the best ongoing operations price.

As a reputable business process outsourcing provider, Faneuil will bring

management expertise, proven best practices, and a well-trained workforce which

will deliver a high-level of service to TCA’s customers. Faneuil’s experience in

customer care, workforce management, management approach and existing

operations reflect an understanding of TCA’s requirements as stated in the RFP.

Staff is recommending the Boards authorize the CEO to execute a contract with

Faneuil to provide customer service operations for the Agencies.

ACTION:


1. Authorize the chief executive officer (CEO) to execute Contract No. K001131 with

Faneuil, Inc, to provide Customer Service Center (CSC) Operations, on a time and

materials basis, for a term ending on June 30, 2022, with a not-to-exceed amount

of $19,380,000 plus, optional extensions of up to an aggregate of ten (10) additional

years, including: one 5-year, one 3-year option; and two 1-year options.


March 9, 2017

Page 7

2. Authorize the CEO to execute additional amendments to this contract up to ten

percent ($1,938,000) of the contract authorization.


1. Authorize the CEO to execute Contract No. K001131 with Faneuil, Inc, to provide

Customer Service Center (CSC) Operations, on a time and materials basis, for a

term ending on June 30, 2022, with a not-to-exceed amount of $18,620,000; plus,

optional extensions of up to an aggregate of ten (10) additional years, including:

one 5-year, one 3-year option; and two 1-year options.

2. Authorize the CEO to execute additional amendments to this contract up to ten

percent ($1,862,000) of the contract authorization.

11. TRAFFIC & REVENUE UPDATE

(David Lowe, Chief Engineer)

FILE NO.: 2017J-012

In preparation of the FY18 annual budget process, staff will be joined by the

Agencies’ traffic and revenue consultant, Steven Abendschein of Stantec

Consulting Services Inc., to present an overview of the tolling system layout, the

toll rate setting process, and fiscal year-to-date traffic and revenue results.

ACTION:


Presentation and discussion item.


Presentation and discussion item.

CHIEF EXECUTIVE OFFICER’S REPORT

(Michael A. Kraman, Chief Executive Officer)

DIRECTOR’S REPORTS AND NEW BUSINESS

(Chair Ross Chun)

(Chair Ed Sachs)

VII. CLOSED SESSION

JOINT SJHTCA & F/ETCA ITEM

CONFERENCE WITH LEGAL COUNSEL – ANTICIPATED LITIGATION (Subdivisions (a) and (d)(2) of Government Code Section 54956.9)

One matter


March 9, 2017

Page 8

VIII. ADJOURNMENT

The next regularly scheduled meeting of the San Joaquin Hills Board of Directors will be held

April 13, 2017 at 9:30 a.m.

The next regularly scheduled meeting of the Foothill/Eastern Board of Directors will be held April

13, 2017 at 9:30 a.m.

REVISED March 8, 2017

JOINT MEETING OF THE BOARDS OF DIRECTORS

SAN JOAQUIN HILLS TRANSPORTATION CORRIDOR AGENCY FOOTHILL/EASTERN TRANSPORTATION CORRIDOR AGENCY

MINUTES

February 9, 2017 9:30 a.m.

TCA Offices 125 Pacifica, Board Room Irvine, California 92618

I. CALL TO ORDER

INVOCATION (Director Minagar)

PLEDGE OF ALLEGIANCE (Director Puckett)

ROLL CALL – SAN JOAQUIN HILLS BOARD OF DIRECTORS Vice-Chair Melody Carruth City of Laguna Hills Director Richard A. Viczorek City of Dana Point Director Christina Shea City of Irvine Director Fred Minagar City of Laguna Niguel Director Bert Hack City of Laguna Woods Director Ed Sachs City of Mission Viejo Director Scott Peotter City of Newport Beach Director Kathy Ward City of San Clemente Director Brian L. Maryott City of San Juan Capistrano Director Todd Spitzer County of Orange, 3rd District Alternate Kelley Jimenez County of Orange, 5th District Director Ryan Chamberlain Caltrans, Ex-Officio Member

ABSENT: Chair Ross Chun City of Aliso Viejo Director Michele Martinez City of Santa Ana Director Katrina Foley City of Costa Mesa

ROLL CALL – FOOTHILL/EASTERN BOARD OF DIRECTORS Director Jose F. Moreno City of Anaheim Director Joseph L. Muller City of Dana Point Director Christina Shea City of Irvine Director Scott Voigts City of Lake Forest

Joint Board of Directors Minutes February 9, 2017

Page 2

Director Ed Sachs City of Mission Viejo Director Mark Murphy City of Orange Director Tony Beall City of Rancho Santa Margarita

Director Kathy Ward City of San Clemente Director Brian L. Maryott City of San Juan Capistrano Director Charles Puckett City of Tustin

Director Peggy Huang City of Yorba Linda Director Todd Spitzer County of Orange, 3rd District Alternate Denis Bilodeau County of Orange, 4th District

Alternate Kelley Jimenez County of Orange, 5th District Director Ryan Chamberlain Caltrans, Ex-Officio Member

ABSENT:

Director Michele Martinez City of Santa Ana II. PUBLIC COMMENTS There were no public comments. III. SPECIAL CALENDAR (1-2) 1. JOINT SJHTCA & F/ETCA ITEM

OATH OF OFFICE San Joaquin Hills Transportation Corridor Agency Recommendation: Director Richard A. Viczorek, the new representative for the City of Dana Point and Director Brian L. Maryott, the new representative for the City of San Juan Capistrano participated in the Oath of Office Foothill/Eastern Transportation Corridor Agency Recommendation: Director Jose F. Moreno, the new representative for the City of Anaheim, Director Brian L. Maryott, the new representative for the City of San Juan Capistrano and Director Peggy Huang, the new representative for City of Yorba Linda participated in the Oath of Office.

2. F/ETCA ONLY ITEM

ELECTION OF BOARD CHAIR AND VICE-CHAIR

Recommendation: Nominate Director Ed Sachs as Chair for F/ETCA. MOTION: Puckett SECOND: Spitzer VOTE: Unanimous


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Recommendation: Nominate Director Christina Shea as Vice-Chair for F/ETCA

MOTION: Sachs SECOND: Puckett VOTE: Unanimous IV. SAN JOAQUIN HILLS - CONSENT CALENDAR (ITEMS 3-9) ACTIONS: Approve Consent Calendar Items 3-9.

MOTION: Peotter SECOND: Shea VOTE: Passed Director Spitzer, Director Maryott, Director Viczorek and Alternate Jimenez abstained from Item #3 Approval of Minutes.

3. APPROVAL OF MINUTES (Martha M. Ochoa, Clerk of the Board) FILE NO.: 2017J-001

Approval of the minutes of the December 8, 2016 Joint Meeting of the San Joaquin Hills Transportation Corridor Agency and the Foothill/Eastern Transportation Agency.

ACTION: Approve minutes. 4. COMMITTEE REPORTS (Martha M. Ochoa, Clerk of the Board) FILE NO.: 2017J-002 ACTION: Receive and file. 5. QUARTERLY PROCUREMENT REPORT (Coleen Franco, Director, Contracts and Procurement) FILE NO.: 2017J-003

Per the procedures identified in the Contracts and Procurement Services Policies and Procedures Manual, adopted by the Boards of Directors in 2016, staff is providing a quarterly report of procurement activity for the 2nd quarter of fiscal year 2017. The attachments to this report identify all requisitions and contract actions authorized between October 1 and December 31, 2016.



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6. CURRENT INSURANCE COVERAGE (Howard Mallen, Director of Finance) FILE NO.: 2017J-004

The SJHTCA and the F/ETCA bind numerous insurance policies annually. This report provides a summary of the current coverage and related costs.

ACTION: Receive and file. 7. DIGITAL, INTERACTIVE AND WEBSITE SERVICES CONTRACT (Lisa Ganz, Manager, Marketing and Communications) FILE NO.: 2017J-005

The Transportation Corridor Agencies’ (TCA) website (www.TheTollRoads.com) is the most used source for account maintenance, account sign ups and online One-Time-Toll payments by The Toll Roads’ customers. It is also the online location for general Agency information including Board Meeting agendas, finance and investor information, capital projects and environmental programs. A procurement was conducted in Spring of 2013 for digital, interactive and website development services and Civic Resource Group (CRG) was awarded a 3-year contract with two one-year options. The Boards approved exercising the first one-year option for FY17 in April 2016. CRG has provided extensive support on website revisions as well as significant expertise on the user experience in the design and development of the new website that launched in April 2016. Continuity and on-going support on our website is essential, therefore staff is recommending that the second one-year option with CRG be approved for FY18.


1. Authorize the second one-year option on Contract No. K000823 for digital, interactive

and website services with Civic Resource Group (CRG) commencing July 1, 2017 and increase the contract funding in a not to exceed amount of $50,000.

2. Authorize the CEO to execute additional changes to this contract within 5 percent

($2,500) of the authorized expenditure without further board action.

8. INVESTMENT REPORTS – AS OF NOVEMBER 30, 2016 (Daryn Martin, Manager of Treasury Operations) FILE NO.: 2017S-003 Attached are the monthly investment reports for the San Joaquin Hills Transportation

Corridor Agency (SJHTCA) as of November 30, 2016. As of November 30, 2016, all indenture funds are invested in accordance with the permitted investment section of the respective indentures and all non-indenture funds are invested in compliance with both the California Government Code and SJHTCA Investment Policy.



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9. INVESTMENT REPORTS – AS OF DECEMBER 31, 2016 (Daryn Martin, Manager of Treasury Operations) FILE NO.: 2017S-003 Enclosed are the quarterly investment reports for the San Joaquin Hills Transportation

Corridor Agency (SJHTCA) as of December 31, 2016. As of December 31, 2016 all indenture funds are invested in accordance with the permitted investment section of the respective indentures and all non-indenture funds are invested in compliance with both the California Government Code and SJHTCA Investment Policy.

ACTION: Receive and file. V. FOOTHILL/EASTERN - CONSENT CALENDAR (ITEMS 3-7, 10-11) ACTIONS: Approve Consent Calendar Items 3-7, 10-11. MOTION: Voigts SECOND: Ward VOTE: Passed

Director Spitzer, Director Huang, Director Maryott, Director Moreno, Alternate Jimenez and Alternate Bilodeau abstained from Item #3 Approval of Minutes.

3. APPROVAL OF MINUTES (Martha M. Ochoa, Clerk of the Board) FILE NO.: 2017J-001

Approval of the minutes of the December 8, 2016 Joint Meeting of the San Joaquin Hills Transportation Corridor Agency and the Foothill/Eastern Transportation Agency.

ACTION: Approve minutes. 4. COMMITTEE REPORTS (Martha M. Ochoa, Clerk of the Board) FILE NO.: 2016J-002 ACTION: Receive and file. 5. QUARTERLY PROCUREMENT REPORT (Coleen Franco, Director, Contracts and Procurement) FILE NO.: 2017J-003

Per the procedures identified in the Contracts and Procurement Services Policies and Procedures Manual, adopted by the Boards of Directors in 2016, staff is providing a quarterly report of procurement activity for the 2nd quarter of fiscal year 2017. The attachments to this report identify all requisitions and contract actions authorized between October 1 and December 31, 2016.



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6. CURRENT INSURANCE COVERAGE (Howard Mallen, Director of Finance) FILE NO.: 2017J-004

The SJHTCA and the F/ETCA bind numerous insurance policies annually. This report provides a summary of the current coverage and related costs.

ACTION: Receive and file. 7. DIGITAL, INTERACTIVE AND WEBSITE SERVICES (Lisa Ganz, Manager, Marketing and Communications) FILE NO.: 2017J-005

The Transportation Corridor Agencies’ (TCA) website (www.TheTollRoads.com) is the most used source for account maintenance, account sign ups and online One-Time-Toll payments by The Toll Roads’ customers. It is also the online location for general Agency information including Board Meeting agendas, finance and investor information, capital projects and environmental programs. A procurement was conducted in Spring of 2013 for digital, interactive and website development services and Civic Resource Group (CRG) was awarded a 3-year contract with two one-year options. The Boards approved exercising the first one-year option for FY17 in April 2016. CRG has provided extensive support on website revisions as well as significant expertise on the user experience in the design and development of the new website that launched in April 2016. Continuity and on-going support on our website is essential, therefore staff is recommending that the second one-year option with CRG be approved for FY18.


1. Authorize the second one-year option on Contract No. K000823 for digital, interactive

and website services with Civic Resource Group (CRG) commencing July 1, 2017 and increase the contract funding in a not to exceed amount of $50,000.

2. Authorize the CEO to execute additional changes to this contract within 5 percent

($2,500) of the authorized expenditure without further board action.

10. INVESTMENT REPORTS – AS OF NOVEMBER 30, 2016 (Daryn Martin, Manager of Treasury Operations) FILE NO.: 2017F-003 Attached are the monthly investment reports for the Foothill/Eastern Transportation

Corridor Agency (F/ETCA) as of November 30, 2016. As of November 30, 2016, all indenture funds are invested in accordance with the permitted investment section of the respective indentures and all non-indenture funds are invested in compliance with both the California Government Code and F/ETCA Investment Policy.



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11. INVESTMENT REPORTS – AS OF DECEMBER 31, 2016 (Daryn Martin, Manager of Treasury Operations) FILE NO.: 2017F-003 Enclosed are the quarterly investment reports for the Foothill/Eastern

Transportation Corridor Agency (F/ETCA) as of December 31, 2016. As of December 31, 2016, all indenture funds are invested in accordance with the permitted investment section of the respective indentures and all non-indenture funds are invested in compliance with both the California Government Code and F/ETCA Investment Policy.

ACTION: Receive and file. VI. BOARD BUSINESS (ITEMS 12-17) 12. SJHTCA ONLY ITEM

ANNUAL REVIEW OF INVESTMENT POLICY AND BROKER/DEALERS (Daryn Martin, Manager, Treasury Operations)

FILE NO.: 2017S-005 Annually, and in conjunction with amendments made to the California Government Code, Staff and the Agency’s investment advisory firm, Chandler Asset Management (“Chandler”), review and recommend changes to the existing SJHTCA Investment Policy. The recommended changes this year are solely to provide additional clarifications to the existing policy. The changes were discussed with the Joint Finance & Investment Committee on January 25, 2017. The Agency’s Investment Policy includes a requirement to present the brokers/dealers that are authorized to engage in investment transactions with the Agency to the Joint Finance & Investment Committee on an annual basis which is then brought to the Board of Directors for approval. The broker/dealer list was presented to the Joint Finance & Investment Committee on January 25, 2017. Staff recommends the adoption of Resolution S2017-01, approving the Investment Policy for the SJHTCA. Additionally, Staff recommends the approval of the authorized broker/dealer list that is used to engage in investment transactions on behalf of the SJHTCA.


1. Adopt Resolution S2017-01 approving the Investment Policy for the San Joaquin Hills Transportation Corridor Agency (“SJHTCA”).

2. Approve the broker/dealer list as authorized to engage in investment transactions

with the SJHTCA.


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Recommendation/Amendment: Staff Report modified to exclude Wells Fargo from the recommended broker/dealer list due to a financial conflict under California Government Code Section 1090.

MOTION: Shea SECOND: Peotter VOTE: Unanimous 13. F/ETCA ONLY ITEM

ANNUAL REVIEW OF INVESTMENT POLICY AND BROKER/DEALERS (Daryn Martin, Manager, Treasury Operations)

FILE NO.: 2017F-005 Annually, and in conjunction with amendments made to the California Government Code, Staff and the Agency’s investment advisory firm, Chandler Asset Management (“Chandler”), review and recommend changes to the existing F/ETCA Investment Policy. The recommended changes this year are solely to provide additional clarifications to the existing policy. The changes were discussed with the Joint Finance & Investment Committee on January 25, 2017. The Agency’s Investment Policy includes a requirement to present the brokers/dealers that are authorized to engage in investment transactions with the Agency to the Joint Finance & Investment Committee on an annual basis which is then brought to the Board of Directors for approval. The broker/dealer list was presented to the Joint Finance & Investment Committee on January 25, 2017. Staff recommends the adoption of Resolution F2017-01, approving the Investment Policy for the F/ETCA. Additionally, Staff recommends the approval of the authorized broker/dealer list that is used to engage in investment transactions on behalf of the F/ETCA.


1. Adopt Resolution F2017-01 approving the Investment Policy for the Foothill/Eastern Transportation Corridor Agency (“F/ETCA”).

2. Approve the broker/dealer list as authorized to engage in investment transactions

with the F/ETCA.

Recommendation/Amendment: Staff Report modified to exclude Wells Fargo from the recommended broker/dealer list due to a financial conflict under California Government Code Section 1090.

MOTION: Muller SECOND: Huang VOTE: Unanimous


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14. JOINT SJHTCA & F/ETCA ITEM TRANSPONDER CONTRACT AMENDMENT

(Patricia Bond, Sr. Operations Analyst) FILE NO.: 2017J-008

Staff recommends amending Contract No. K000833 with TransCore, LLP, for the supply of switchable transponders to properly reflect expenditure allocations between the Agencies and to provide contract authority for orders through June 30, 2019, in a combined not-to-exceed amount of $5,557,600.

ACTION:

San Joaquin Hills Transportation Corridor Agency Recommendation: Authorize the chief executive officer (CEO) to execute Amendment 7 to Contract No. K000833, with TransCore, LLP to receive additional transponders at a cost not-to-exceed $3,476,900 and to exercise the option to extend the contract term to June 30, 2019. Foothill/Eastern Transportation Corridor Agency Recommendation: Authorize the CEO to execute Amendment 7 to Contract No. K000833, with TransCore, LLP to receive additional transponders at a cost not-to-exceed $2,080,700 and to exercise the option to extend the contract term through June 30, 2019.

SJHTCA F/ETCA MOTION: Shea MOTION: Puckett SECOND: Minagar SECOND: Shea VOTE: Unanimous VOTE: Unanimous


COOPERATIVE AGREEMENT FOR REGIONAL TOLL OPERATIONS SERVICES

(Samuel Johnson, Chief Toll Operations Officer) FILE NO.: 2017J-010

San Bernardino County Transportation Authority (SBCTA) will operate the Interstate 10 Express Lanes and other toll facilities in San Bernardino County. TCA and SBCTA staff have proposed that TCA provide regional toll services to process transactions; provide customer service and account management; violation noticing; and reporting. The agreement would result in transaction fee related revenue/cost offsets of approximately $2.1 million per year based on FY17 budgeted costs plus additional fee revenue for any violation processing or one-time costs. Staff recommends that the Boards of Directors authorize the CEO to execute a cooperative agreement, in substantially the form attached, with SBCTA to provide regional toll services.

ACTION:


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San Joaquin Hills Transportation Corridor Agency Recommendation: Authorize the chief executive officer (CEO) to execute a cooperative agreement, in substantially the form attached, between the San Joaquin Hills Transportation Corridor Agency (SJHTCA) and the San Bernardino County Transportation Authority (SBCTA) for the SJHTCA to provide regional toll operations services for SBCTA’s planned toll facilities. Foothill/Eastern Transportation Corridor Agency Recommendation: Authorize the CEO to execute a cooperative agreement, in substantially the form attached, between the Foothill/Eastern Transportation Corridor Agency (F/ETCA) and the SBCTA for the F/ETCA to provide regional toll operations services for SBCTA’s planned toll facilities.

SJHTCA F/ETCA MOTION: Spitzer MOTION: Spitzer SECOND: Peotter SECOND: Voigts VOTE: Unanimous VOTE: Unanimous 16. F/ETCA ONLY ITEM

COOPERATIVE AGREEMENT BETWEEN THE FOOTHILL/EASTERN TRANSPORTATION CORRIDOR AGENCY AND THE COUNTY OF ORANGE TO ADVERTISE, AWARD AND ADMINISTER THE OSO BRIDGE PROJECT

(Paul Bopp, Engineering Manager, Corridor Management Group) FILE NO.: 2017F-006

Staff recommends the Board authorize the CEO to enter into a Cooperative Agreement (CA-2) with the County of Orange for the Oso Bridge Project AAA. The Cooperative Agreement defines the roles and responsibilities of F/ETCA and the County of Orange during the AAA phase of the project. Execution of the agreement obligates, the F/ETCA to place $40,000 in a holding account that will be used by the County to fund preliminary work leading up to advertisement of the project.


1. Authorize the Chief Executive Officer (CEO) to enter into a Cooperative Agreement (CA-2) with the County of Orange (County) to Advertise, Award and Administer (AAA) the Oso Bridge Project. Execution of the agreement obligates the Foothill/Eastern Transportation Corridor Agency (F/ETCA) to place $40,000 in a holding account that will be used by the County to fund preliminary work leading up to advertisement of the project

MOTION: Voigts SECOND: Murphy OPPOSED: Ward VOTE: Passed


Page 11


2017/18 STATE AND FEDERAL LEGISLATIVE PLATFORMS (Barbie Daly, Director Government & Legislative Affairs)

FILE NO.: 2017J-011 Staff is recommending approval of the 2017/18 state and federal legislative platforms attached to this staff report for the Foothill/Eastern and San Joaquin Hills Transportation Corridor Agencies (TCA). These documents outline the agencies’ statutory, regulatory, legislative and administrative goals that will serve as a guide for the TCA Board of Directors and staff during the 2017 legislative cycle.

ACTION:


1. Approve the 2017/18 State Legislative Platform.

2. Approve the 2017/18 Federal Legislative Platform. Foothill/Eastern Transportation Corridor Agency Recommendation:

1. Approve the 2017/18 State Legislative Platform.

2. Approve the 2017/18 Federal Legislative Platform. SJHTCA F/ETCA MOTION: Shea MOTION: Puckett SECOND: Peotter SECOND: Muller VOTE: Passed VOTE: Passed

Director Maryott and Director Voigts were not present for the vote. CHIEF EXECUTIVE OFFICER’S REPORT

(Michael A. Kraman, Chief Executive Officer) Traffic and Revenue Update

o SJHTCA – Transactions for the month of January up 3.6%, revenue up 7.1%. o F/ETCA – Transactions for the month of January up 5.7%, revenue up 8.5%.

DIRECTOR’S REPORTS AND NEW BUSINESS

(Chair Vice-Chair Carruth) (Chair Ed Sachs) Chair Sachs thanked his colleagues for their support in designating him as Chair of the

Foothill/Eastern Transportation Corridor Agency. Director Moreno thanked his colleagues for the warm welcome this morning by all

Directors who introduced themselves and welcomed him as the new Anaheim representative to the Agency. He also thanked staff for the New Board Member Orientation and welcoming spirit.


Page 12

VII. CLOSED SESSION

JOINT SJHTCA & F/ETCA ITEMS CONFERENCE WITH LEGAL COUNSEL – EXISTING LITIGATION

(Subdivisions (a) and (d)(1) of Government Code Section 54956.9)

In Re Toll Roads Litigation, United States District Court, Central District of California, Case No. 8:16-cv-00262 AG (JCGx))

Robert Cohen, et al. v. Foothill/Eastern Transportation Corridor Agency et al., United States District Court, Central District of California, Case No. SACV15-1698 DDP (DFMx)

No Reportable Action. VIII. ADJOURNMENT

The next regularly scheduled meeting of the San Joaquin Hills Board of Directors will be held March 9, 2017 at 9:30 a.m.

The next regularly scheduled meeting of the Foothill/Eastern Board of Directors will be

held March 9, 2017 at 9:30 a.m.

Meeting adjourned at 11:21 a.m.

FOOTHILL/EASTERN 241/91 EXPRESS CONNECTOR AD HOC COMMITTEE REPORT DATE: March 9, 2017 TO: Members of the Foothill/Eastern Board of Directors FROM: Mike Chesney, Chief Strategy Officer SUBJECT: Foothill/Eastern 241/91 Express Connector Ad Hoc Committee – February 9, 2017 Present: Todd Spitzer (Chair), Ed Sachs (Vice Chair), Chuck Puckett, Christina

Shea, Scott Voigts, Kelley Jimenez (for Lisa Bartlett) Absent: Lisa Bartlett Ad Hoc Committee Discussion

1. OCTA BOARD MEMBER BRIEFINGS/TALKING POINTS WORKSHOP (Mike Chesney, Chief Strategy Officer) Staff provided an overview of information and talking points for future briefings and discussions regarding the 241/91 Express Lane Connector Project.

2. TRANSPORTATION CONTROL MEASURE (TCM) DESIGNATION UPDATE (Mike Kraman, Chief Executive Officer) Staff updated the Committee on the progress of the formal substitution of the Agency’s Transportation Control Measure (TCM). A TCM is a designation provided to uniquely qualified projects that assist the region with meeting air quality attainment goals as required by the Environmental Protection Agency (EPA). The substitution moves the TCM designation from the SR 241 Foothill-South Project to the 241/91 Express Connector Project. The 241/91 Express Connector Project provides equivalent air quality emission reduction benefits that would have otherwise been provided by the SR 241 Foothill-South Project; therefore, the proposed substitution satisfies the criteria for a replacement project.

Foothill/Eastern 241/91 Express Connector Ad Hoc Committee Meeting March 9, 2017 Page 2 of 2

The Southern California Association of Government’s Regional Council approved the TCM substitution at its February 2, 2017 meeting. Now the final TCM substitution package will be transmitted to the California Air Resources Board and EPA for approval. Once the TCM designation is finalized, the 241/91 Express Connector Project must be open to traffic by September 30, 2021 in order to satisfy EPA air quality improvement commitments.

3. OCTA COMMITTEE PROCESS UPDATE

(Mike Kraman, Chief Executive Officer) Staff provided a preliminary draft overview of the various OCTA Committees TCA anticipates presenting to once the peer review of the Traffic and Revenue (T&R) study is completed.

4. FUTURE MEETINGS (TCA) (Mike Chesney, Chief Strategy Officer) Staff provided an update on the scheduling of future meetings for the F/E 241/91 Express Connector Ad Hoc Committee. Based on the various coordination items and the timing of OCTA’s peer review of the project T&R study, the next scheduled meetings for the Committee will be the following:

• TCA - F/E 241/91 Express Connector Ad Hoc Committee Meeting Thursday, March 9, 2017 from 12:00 p.m. – 1:30 p.m. or immediately following the Joint Board meeting

o With Steve Abendschein, Stantec – To discuss Traffic and Revenue (T&R) considerations

o Draft OCTA Committee presentation review/update

• TCA - F/E 241/91 Express Connector Ad Hoc Committee Meeting Thursday, April 13, 2017 from 12:00 p.m. – 1:30 p.m. or immediately following the Joint Board meeting

JOINT CAPITAL PROJECTS & PROGRAMS COMMITTEE REPORT

DATE: March 9, 2017 TO: Members of Board of Directors FROM: David Lowe, Chief Engineer SUBJECT: Joint Capital Projects & Programs Committee – February 16, 2017

Present: Chuck Puckett (Chair), Lisa Bartlett, Melody Carruth, Ross Chun, Joseph Muller, Mark Murphy, Christina Shea, Todd Spitzer, Scott Voigts

Absent: None Committee Discussion A. Signage Enhancement Design Contract Amendment

Staff presented an overview of this upcoming item for the March Board agenda. Staff reviewed the scope of the project and the additional work that is being added to the project through this amendment request.

Staff is recommending the approval of a contract amendment with HDR, Inc., to add additional roadside signs, overhead and roadside sign modifications and details, including three new overhead sign structures to the scope of the design contract. The committee unanimously approved forwarding the item to the full Board (Christina Shea was not present at the time of the vote).

Motion: Spitzer Second: Murphy Vote: Passed Director Shea was not present for the vote.

B. Geologic & Geotechnical Consulting Services On-Call

Staff presented an overview of this upcoming item for the March Board agenda. The Committee requested more detail be presented with regard to the staff evaluation of the proposals. The Committee also requested that staff review the number of firms considered for the list of on-call contractors.

The committee deferred this item to the March 16th committee meeting. Motion: Shea Second: Voigts Vote: Unanimous Committee Recommendation: Defer item to March committee meeting.

O:/Agendas/Boarddpkg/ad hoc committee transmittal form

JOINT TOLL OPERATIONS COMMITTEE MEETING DATE: March 9, 2017 TO: Members of Board of Directors FROM: Samuel Johnson, Chief Toll Operations Officer SUBJECT: Joint Toll Operations Committee Meeting – February 22, 2017 Present: Scott Peotter (Chair), Ed Sachs (Vice-Chair), Ross Chun, Bert Hack, Chuck

Puckett, Christina Shea, and Scott Voigts Absent: Tony Beall and Todd Spitzer Committee Discussion A. CSC Operations – Contract Award

(Samuel Johnson, Chief Toll Operations Officer) Staff presented the Committee with information on the proposal evaluation, negotiations and due diligence efforts related to the procurement for a new customer service operations contractor. Staff is recommending the contract, K001131, be awarded to Faneuil, Inc., as they were identified as the best proposer capable of supporting TCA’s focus on continuous improvement and successfully elevating the Agency’s customer service operations in a cost effective manner. Staff provided the Committee with the procurement goals and process, evaluation process and results, proposal ranking along with independent evaluator rankings, and evaluation observations. Staff discussed the negotiation process and provided information from their site visits to three of Faneuil’s existing customer service operation locations. The Committee inquired and received responses from staff regarding the nature of the contract being on a “time & materials” basis where TCA will only pay for the work needed and that the contract includes incentives and disincentives to enforce and motivate performance. Staff expects the transition to be completed in late April if approved by the Board of Directors. Recommendation: Present staff’s recommendation for award of Contract K001131 to Fanueuil to the Boards of Directors for consideration.

Motion: Voigts Second: Shea Vote: Unanimous

B. Third-Party Collections – Contract Award

(Samuel Johnson, Chief Toll Operations Officer) Staff requested this item be continued to the March committee meeting.

O:/Agendas/Boarddpkg/ad hoc committee transmittal form

JOINT COMMUNICATIONS & MARKETING COMMITTEE DATE: March 9, 2017 TO: Members of Board of Directors FROM: Lisa Telles, Chief Communications Officer SUBJECT: Joint Communications & Marketing Committee -- February 23, 2017 Present: Christina Shea (Chair), Tony Beall, Melody Carruth, Ross Chun, Chuck

Puckett, Mark Murphy, Ed Sachs Absent: None Committee Discussion A. Election of New Committee Vice-Chair (Former Vice-Chair – Lucille Kring) Chair Christina Shea nominated Tony Beall as Vice-Chair of the Committee. The motion was seconded by Director Sachs. The vote was unanimous. B. The Toll Roads Rewards Program (Lisa Ganz, Manager Marketing and Communications) Staff provided an overview of The Toll Roads Rewards program implemented in 2014 to thank Toll Road account holders by offering an exclusive coupon or discount provided by a partner each month to customers who have opted into the program and drive The Toll Roads. Partners are chosen based on general appeal to our customers, if they provide a high and unique value, have multiple locations or is a regional destination, and if the offer is simple. Past partners include Mountain High Ski Resort, Papa John’s Pizza, Angels baseball and the Pageant of the Masters. In the first half of FY17, staff conducted an evaluation of the three-year-old program to determine if any changes should be made. The conclusion is that the program is working, but awareness is low, opting-in is cumbersome, and there would be a benefit to increasing the number of account holders who have opted in because it is a low-cost way to add value to having an account. Staff shared the plans for re-introducing the program and increasing the visibility of the program and simplifying how to opt-in on the website account dashboard pages. The re-launch is planned for April.

Several Committee Members had suggestions on potential partners. Chair Shea suggested adding something to the new design that would indicate fun. Director Sachs asked if there was a goal for the number of new opt-ins with this campaign. Lisa Telles responded that the goal was a 10 percent increase. (There are currently 338,071 customers who are opted-in, representing 36 percent of all accounts.) Director Sachs asked for a follow up on the results and Director Murphy asked for the demographics of the customers who have opted in. C. Regional Coordination and Communication (Lisa Telles, Chief Communications Officer) Staff provided an overview and showed a video about the extension of the 91 Express Lanes scheduled to open in March in Riverside County. Twenty percent of TCA FasTrak account holders report that they primarily use the 91 Express Lanes, therefore, TCA’s communications staff is coordinating with RCTC to communicate this information to all TCA account holders. The communication goals were explained and Committee Members agreed that informing our customers was important to address potential confusion and to manage the future calls from RCTC’s 91 Express Lane drivers to our call center. D. Marketing Update (Lisa Ganz, Manager Marketing and Communications) Staff provided an update on the marketing campaign launched and working relationship with DB&M Media. The Committee reviewed the marketing calendar. DB&M will attend the March Committee Meeting to present the proposed marketing plans for FY18. Director Murphy asked how much was spent on each category of advertising. Lisa Ganz responded that the information will be presented at the March meeting for both FY17 and plans for FY18. Director Sachs suggested that a video be developed about TCA’s environmental program. Staff will follow up on this suggestion.

COMMITTEE TRANSMITTAL DATE: March 9, 2017 TO: Members of Board of Directors FROM: Juliet Su, Corridor Manager – Design SUBJECT: Signage Enhancements Design Contract Amendment

Joint Capital Programs & Projects Committee Meeting, February 16, 2017 Present: Chuck Puckett (Chair), Mark Murphy (Vice Chair), Lisa Bartlett,

Melody Carruth, Ross Chun, Joseph L. Muller, Christina Shea, Todd Spitzer, Scott Voigts

Absent: None Committee Discussion Item IIIA. Staff presented an overview of this upcoming item for the March Board agenda. Staff reviewed the scope of the project and the additional work that is being added to the project through this amendment request. Staff is recommending the approval of a contract amendment with HDR, Inc., to add additional new roadside signs, overhead and roadside sign modifications and details including two new overhead sign structures to the scope of the design contract. The committee unanimously approved forwarding the item to the full Board (Christina Shea was not present at the time of the vote).

125 Pacifica, Irvine, CA 92618 949/754-3400 FAX 949/754-3467

DATE: March 9, 2017 TO: San Joaquin Hills Transportation Corridor Agency Board of Directors

Foothill/Eastern Transportation Corridor Agency Board of Directors FROM: Juliet Su, Corridor Manager – Design SUBJECT: Signage Enhancements Design - Contract Amendment STAFF RECOMMENDATION: San Joaquin Hills Transportation Corridor Agency Recommendation: 1. Authorize the Chief Executive Officer (CEO) to issue a contract amendment with HDR, Inc., in

the amount of $81,000 for additional design consulting services. 2. Authorize the CEO to execute additional changes to this contract within five percent ($4,050) of the

above amount. Foothill/Eastern Transportation Corridor Agency Recommendation: 1. Authorize the Chief Executive Officer (CEO) to issue a contract amendment with HDR, Inc., in

the amount of $61,400 for additional design consulting services.

2. Authorize the CEO to execute additional changes to this contract within five percent ($3,070) of the above amount.

BACKGROUND: In April 2016, the Boards’ approved an amendment to Contract K000694 with HDR, Inc., to prepare the construction plans to implement the signage enhancements throughout The Toll Roads system and along their approaches from the connecting highways. The additional signage on the 73, 133, 241, and 261 was initially proposed by TCA staff and subsequently approved in concept by Caltrans.

Signage Enhancements Design Amendment File No. 2017J-009 March 9, 2017 Page 2 of 2

DISCUSSION: HDR, Inc., is currently preparing the construction plans for the signage enhancements based on Caltrans-approved signage concepts. During the development of the construction plans, it was determined that additional roadside signs, along with overhead and roadside sign modifications, not included in the original scope, should be incorporated into HDR’s work. It was also determined that the removal of an existing overhead sign structure and two new overhead sign structures located at the transition from the non-tolled portion of State Route 73 to the tolled portion should be incorporated into the project. The work for the overhead sign structures involves structures design and details, geotechnical investigation, survey, grading and guardrail design. HDR, Inc., has provided TCA with a cost estimate in the amount of $81,000 for the San Joaquin Hills Transportation Corridor Agency (SR 73) and $61,400 for the Foothill/Eastern Transportation Corridor Agency (SR 133, 241, 261) to perform this additional design work. This item was reviewed and approved by the Joint Capital Programs & Projects Committee on February 16, 2017. BUDGET: Funding for the requested amendment and contingency in the amount of $85,050 for the San Joaquin Hills Transportation Corridor Agency and $64,470 for the Foothill/Eastern Transportation Corridor Agency is included in the Fiscal Year 2017 budget. CONCLUSION: Staff is recommending the approval of a contract amendment with HDR, Inc., to include two new overhead signs and additional roadside signs, along with overhead and roadside sign modifications and details, into the scope of the design contract. The additional signage on the 73, 133, 241, and 261 was initially proposed by TCA staff and subsequently approved in concept by Caltrans.

PROCUREMENT SUMMARY REPORT

File No. 2017J-009 Contract #: K000694 Amendment #: 7 Title: Sign Enhancements Design Consultant: HDR Engineering, Inc. (Irvine, CA) Subconsultant: None Procurement Process Type: Negotiated Amendment Award Criteria: Continuity of Service Price: Not-to-Exceed (“NTE”) $142,400 Contingency: NTE $7,120 Notes: Amendment No. 7 will authorize Consultant to provide additional Phase 2 design services for enhancement of overhead and roadside signs. The additional Phase 2 services will complete Consultant’s services. Amendment No. 7 revises these Contract terms and conditions: an extension of the term to December 31, 2017, the additional Phase 2 services, and the $142,400 increase in NTE value. There will be no increase in the Consultant’s hourly rates. Staff reviewed the Consultant’s cost proposal and found it to be reasonable and fair. Contract No. K000694 Compensation:

SJHTCA F/ETCA TOTAL PURPOSE Original NTE Amount $335,613.00 $444,990.00 $780,603.00 Amendment No. 1 $16,336.45 $21,660.55 $37,997.00 Increased scope Amendment No. 2 $11,119.00 $14,513.00 $25,632.00 Sign revisions Amendment No. 3 $69,305.00 $86,707.00 $156,012.00 Ph. 1 sign revisions Amendment No. 4 $ 0.00 $ 0.00 $ 0.00 Term extension Amendment No. 5 $69,305.00 $86,707.00 $156,012.00 Ph. 2 sign revisions Amendment No. 6 $ 0.00 $ 0.00 $ 0.00 Allocation Correction Current NTE Amount $501,678.45 $654,577.55 $1,156,256.00 Proposed Augmented Amendment No. 7 $ 81,000.00 $ 61,400.00 $ 142,400.00 Phase 2 Scope Revised NTE Amount $582,678.45 $715,977.55 $1,298,656.00


DATE: March 9, 2017 TO: San Joaquin Hills Transportation Corridor Agency Board of Directors FROM: Daryn Martin, Manager of Treasury Operations SUBJECT: Investment Reports – January 31, 2017 STAFF RECOMMENDATION: Receive and file. BACKGROUND: The San Joaquin Hills Transportation Corridor Agency (SJHTCA) issues a monthly report to the Board of Directors detailing the types of investments in the portfolio, the dollar amount invested in each category, the rate of interest in each category, the total portfolio yield, and the transactions for the month. DISCUSSION: Compliance Attached are the investment reports for the SJHTCA for the month ended January 31, 2017. These investment reports reflect only assets held by the Trustee (Bank of New York-Mellon), which include the 1997 and 2014 indenture accounts and five non-indenture accounts. As of January 31, 2017, all indenture funds are invested in accordance with the permitted investment section of the respective indentures and all non-indenture funds are invested in compliance with both the California Government Code and SJHTCA Investment Policy. Portfolio Update Since December 31, 2016, the book value of the portfolio decreased by approximately $44.5 million to $387.4 million. The decrease in January is primarily due to debt service payments totaling $56.1 million, toll operations related expenses of $1.8 million and planning, environmental and construction related expenditures of $0.3 million. The decrease was partially offset by toll revenue transfers of $13.5 million, the receipt of development impact fees of $0.1 million and interest income of $0.1 million.

SJH Investment Reports File No. 2017S-003 March 9, 2017 Page 2

In November 2014, the Agency refinanced the 1993 Bonds and a portion of the 1997 Bonds. In association with the 2014 refinancing, the Agency invested $155.6 million in Treasury Securities—State and Local Government Series, also known as SLGS, at a zero percent interest rate. SLGS are special purpose securities that are issued to state and local government entities, upon their request, to assist the Agency to comply with federal tax laws and Internal Revenue Service arbitrage regulations when the entity has cash proceeds to invest from their issuance of tax exempt bonds. As the Agency experienced such favorable conditions at the time of the refinancing, the purchase of SLGS was needed to comply with yield restrictions and tax arbitrage rebate requirements. The Agency continues to periodically purchase SLGS securities as required and as of January 31, 2017, the SLGS balance is $192.2 million. This report focuses exclusively on the earnings generated by the Agency’s investment portfolio and does not reflect the positive financial impacts resulting from the savings generated by the bond refundings. The weighted average maturity of the SJHTCA portfolio, exclusive of the SLGS mentioned above is 1.7 years. The weighted average book yield, also exclusive of the SLGS, is 1.07 percent which is 20 basis points higher than December 31, 2016. The increase is attributable to lower yielding, short term investments which matured in order to pay debt service and an increase of new security purchases being invested at higher rates. The market value of the portfolio is $0.7 million or 0.2 percent lower than book value at January 31, 2017, while the market value including accrued interest is materially equal with the book value at January 31, 2017. Market values reported herein have been obtained by Chandler Asset Management from Interactive Data Corporation. These market values are compared for reasonableness with the market values provided by the Trustee. Credit Update To maintain safety, adherence to an investment policy strategy of purchasing only top-rated securities and diversification of security types and maturities is required. As shown in Exhibit 2, approximately 82 percent of the entire portfolio is invested in U.S. Treasuries, Agency bonds and Supranationals that are rated AA+ by Standard and Poor’s and Aaa by Moody’s. The remainder of the portfolio is invested in money market investments and medium-term corporate notes, all rated in one of the three highest rating categories by at least two nationally recognized statistical rating agencies, and negotiable certificates of deposit and short-term commercial paper rated at least “A-1/P-1”, the highest rating by the two rating agencies noted above. Economic Update The Federal Open Market Committee (“FOMC”) unanimously voted to leave the federal funds rate unchanged at a target rate of 0.50 percent to 0.75 percent at the first FOMC meeting of the new year. The FOMC noted that economic activity has continued to expand at a moderate pace and labor market gains have remained solid, but inflation remains below target. However, the FOMC expects that inflation will rise to 2.0 percent over the medium term, suggesting that their


forecast for two or three more rate hikes this year remains intact. According to federal funds futures prices, market participants are pricing in more than a 75 percent probability of a rate hike in June. Nonfarm payrolls were stronger than expected in January, up 227,000 versus the consensus forecast of 180,000. However, November and December payrolls were revised down by a net 39,000. On both a trailing 3-month and 6-month basis, payrolls increased by an average of 183,000 per month. The unemployment rate inched up to 4.8 percent from 4.7 percent, but the participation rate also increased to 62.9 percent from 62.7 percent. A broader measure of unemployment called the U-6, which includes those who are marginally attached to the labor force and employed part time for economic reasons, increased to 9.4 percent in January from 9.2 percent in December. Wage growth was disappointing, rising just 0.1 percent in January, versus expectations for a 0.3 percent increase. On a year-over-year basis, wages were up 2.5 percent in January, vs. 2.8 percent in December. The Consumer Price Index (CPI) was up 2.5 percent year-over-year in January, versus up 2.1 percent year-over-year in December. Core CPI (CPI less food and energy) was up 2.3 percent year-over-year in January, versus up 2.2 percent year-over-year in December. The Personal Consumption Expenditures (PCE) index was up 1.6 percent year-over-year in December, versus up 1.4 percent year-over-year in November. Core PCE (excluding food and energy) was up 1.7 percent year-over-year in December, unchanged year-over-year in November. Although Core CPI is trending above 2.0 percent, the FOMC's primary inflation gauge is PCE which remains below the FOMC's 2.0 percent target. Total housing starts fell 2.6 percent in January, following an 11.3 percent increase in December. Single-family starts rose 1.9 percent in January while multi-family starts declined 10.2 percent. According to the Case-Shiller 20-City home price index, home prices were up 5.3 percent year-over-year in November, compared to 5.1 percent year-over-year in October. Domestic economic data remains indicative of slow growth. The U.S. labor market continues to strengthen, consumer confidence remains solid, manufacturing trends are improving, and housing trends remain favorable. Currently, the index of leading economic indicators suggests that economic growth will remain moderate. GDP grew by 1.9 percent in the fourth quarter and market participants are forecasting GDP growth of 2.0 percent in the current quarter. Exhibits

1. Portfolio Summary By Sector

This report provides a summary of the SJHTCA total portfolio value by asset sector on a book value basis (historical cost adjusted for the cumulative amortization of premium/discount recorded to date), a market value basis (fair value based on quoted market prices) and a market value plus accrued interest basis. Also included in this report are book and market yield returns along with the percentage held within each sector based upon market value plus accrued interest.


2. Asset Sector Distribution Graphs – Market Value including Accrued Interest The pie charts are representations of the percentage of each asset sector in the portfolio based upon the market value plus accrued interest. The investment policy specifies percentage limitations on certain asset categories. At January 31, 2017, the Agency holdings were all below the maximum percentage limits.

3. Holdings Report – Total Portfolio

This report provides a detailed description and the associated ratings of each fixed income security held in the SJHTCA portfolio at January 31, 2017. This report includes all Agency security holdings including money market funds and cash. The report also includes an unrealized gain/loss position, average maturity and duration for each security. All of the Agency’s investments were rated at or above the minimum rating required per the Agency’s investment policy and debt agreements.

4. Transaction Ledger This schedule details the SJHTCA investment transactions during the month.

5. Investment Definitions This is a list of common terminology used to describe the agency’s investment portfolio. Staff has provided this glossary to assist the Board in their review of the Agency’s investment practices.

BUDGET: N/A CONCLUSION: Attached are the monthly investment reports for the San Joaquin Hills Transportation Corridor Agency (SJHTCA) as of January 31, 2017. As of January 31, 2017, all indenture funds are invested in accordance with the permitted investment section of the respective indentures and all non-indenture funds are invested in compliance with both the California Government Code and SJHTCA Investment Policy. Attachments

Portfolio Summary By SectorAs of 1/31/2017

San Joaquin Hills Total Portfolio Exhibit #1

Sector Book Value Book Yield Market Value Accrued Interest Market Value Plus Accrued

Market Yield % Held

Money Market Fund FI $21,795,560.22 0.39% $21,795,560.22 $0.00 $21,795,560.22 0.39% 5.63 %

Negotiable CD $2,000,000.00 1.21% $2,000,000.00 $8,470.00 $2,008,470.00 1.21% 0.52 %

Commercial Paper $1,006,325.61 1.15% $1,006,325.61 $0.00 $1,006,325.61 1.15% 0.26 %

US Treasury $41,986,497.77 1.06% $41,709,038.86 $73,466.90 $41,782,505.76 1.19% 10.79 %

Agency $73,077,715.57 0.96% $72,912,825.65 $228,265.01 $73,141,090.66 1.02% 18.88 %

Supranational $9,681,318.01 1.73% $9,693,088.92 $75,817.36 $9,768,906.28 1.68% 2.52 %

US Corporate $45,589,436.24 1.44% $45,329,370.22 $295,812.67 $45,625,182.89 1.70% 11.78 %

Total Portfolio Excluding SLGS $195,136,853.42 1.07 % $194,446,209.48 $681,831.94 $195,128,041.42 1.18 % 50.37 %

US Treas SLGS $192,236,637.00 0.00% $192,236,637.00 $0.00 $192,236,637.00 0.00% 49.63 %

Total Portfolio $387,373,490.42 0.54 % $386,682,846.48 $681,831.94 $387,364,678.42 0.59 % 100.00 %

Page 1

Sector Distribution - Market Value Including Accrued Interest Exhibit #2San Joaquin Hills Total Portfolio

San Joaquin Hills Total Portfolio

January 31, 2017

$387,364,678.42

December 31, 2016

$431,651,268.16

Page 1

Holdings ReportAs of 1/31/17


CUSIP Security Description Par Value/UnitsPurchase Date

Book YieldCost Value

Book ValueMkt PriceMkt YTM

Market ValueAccrued Int.

% of Port.Gain/Loss (1)

Moody/S&P Fitch

MaturityDuration

MONEY MARKET FUND FI

09248U718 Blackrock Treasury Money Market Fund 15,269,832.18 Various0.38 %

15,269,832.1815,269,832.18

1.000.38 %

15,269,832.180.00

3.94 %0.00

Aaa / AAAAAA

0.000.00

316175108 Fidelity Institutional Govt Money Market Fund

6,525,728.04 Various0.43 %

6,525,728.046,525,728.04

1.000.43 %

6,525,728.040.00

1.68 %0.00

Aaa / AAANR

0.000.00

Total Money Market Fund FI 21,795,560.22 0.39 %21,795,560.2221,795,560.22 0.39 %

21,795,560.220.00

5.63 %0.00

Aaa / AAAAAA

0.000.00

NEGOTIABLE CD

06417GPX0 Bank of Nova Scotia Yankee CD1.21% Due 5/3/2017

2,000,000.00 09/28/20161.21 %

2,000,000.002,000,000.00

100.001.21 %

2,000,000.008,470.00

0.52 %0.00

P-1 / A-1F-1+

0.250.25

Total Negotiable CD 2,000,000.00 1.21 %2,000,000.002,000,000.00 1.21 %

2,000,000.008,470.00

0.52 %0.00

Aaa / AAAAA

0.250.25

COMMERCIAL PAPER

36960LQV0 General Electric Co Discount CP0.78% Due 3/29/2017

100,000.00 01/04/20170.79 %

99,820.1799,878.67

99.880.79 %

99,878.670.00

0.03 %0.00

P-1 / A-1+NR

0.160.16

06538BS12 Bank of Tokyo Mitsubishi NY Discount CP1.07% Due 5/1/2017

125,000.00 12/28/20161.09 %

124,539.31124,669.34

99.741.09 %

124,669.340.00

0.03 %0.00

P-1 / A-1NR

0.250.25

21687AS12 Rabobank Nederland NV NY Discount CP1.13% Due 5/1/2017

500,000.00 09/30/20161.15 %

496,657.08498,603.19

99.721.15 %

498,603.190.00

0.13 %0.00

P-1 / A-1NR

0.250.25

89233GU38 Toyota Motor Credit Discount CP1.26% Due 7/3/2017

185,000.00 10/05/20161.29 %

183,251.75184,015.80

99.471.29 %

184,015.800.00

0.05 %0.00

P-1 / A-1+NR

0.420.42

89233GWN2 Toyota Motor Credit Discount CP1.3% Due 9/22/2017

100,000.00 12/28/20161.33 %

99,032.2299,158.61

99.161.33 %

99,158.610.00

0.03 %0.00

P-1 / A-1+NR

0.640.64

Total Commercial Paper 1,010,000.00 1.15 %1,003,300.531,006,325.61 1.15 %

1,006,325.610.00

0.26 %0.00

Aaa / AA+NR

0.310.31

US TREASURY

912828B74 US Treasury Note0.625% Due 2/15/2017

1,150,000.00 02/27/20150.62 %

1,150,003.851,149,999.29

100.010.43 %

1,150,089.703,320.32

0.30 %90.41

Aaa / AA+AAA

0.040.04


1,010,000.00 09/24/20150.50 %

1,011,699.871,010,046.24

100.010.43 %

1,010,078.782,916.10

0.26 %32.54

Aaa / AA+AAA

0.040.04

912828J35 US Treasury Note0.5% Due 2/28/2017

380,000.00 06/25/20150.60 %

379,362.99379,971.19

100.000.44 %

380,016.72808.29

0.10 %45.53

Aaa / AA+AAA

0.080.08

912828K66 US Treasury Note0.5% Due 4/30/2017

5,000,000.00 Various0.60 %

4,991,462.064,998,831.88

100.000.50 %

4,999,990.006,422.65

1.29 %1,158.12

Aaa / AA+AAA

0.240.25

912828SY7 US Treasury Note0.625% Due 5/31/2017

380,000.00 06/16/20150.69 %

379,526.27379,919.34

100.010.60 %

380,029.64411.06

0.10 %110.30

Aaa / AA+AAA

0.330.33

(1) Gain/Loss values are unrealized; however, if the security is held to maturity it will not result in a gain or loss on the security. Page 1








Moody/S&P Fitch

MaturityDuration

US TREASURY


1,005,000.00 09/23/20150.63 %

1,004,964.111,004,991.00

100.010.60 %

1,005,078.391,087.14

0.26 %87.39

Aaa / AA+AAA

0.330.33

912828TB6 US Treasury Note0.75% Due 6/30/2017

1,000,000.00 05/04/20150.68 %

1,001,487.731,000,284.38

100.050.62 %

1,000,544.00662.98

0.26 %259.62

Aaa / AA+AAA

0.410.41

912828TG5 US Treasury Note0.5% Due 7/31/2017

1,005,000.00 09/24/20150.64 %

1,002,373.101,004,290.26

99.930.65 %

1,004,254.2913.89

0.26 %(35.97)

Aaa / AA+AAA

0.500.50

912828TM2 US Treasury Note0.625% Due 8/31/2017

1,000,000.00 05/04/20150.75 %

997,190.85999,299.52

99.970.68 %

999,688.002,658.84

0.26 %388.48

Aaa / AA+AAA

0.580.57


1,000,000.00 09/24/20150.66 %

999,417.42999,825.43

99.970.68 %

999,688.002,658.84

0.26 %(137.43)

Aaa / AA+AAA

0.580.57

912828TW0 US Treasury Note0.75% Due 10/31/2017

1,700,000.00 04/23/20150.75 %

1,700,138.511,700,038.32

99.980.77 %

1,699,734.803,275.55

0.44 %(303.52)

Aaa / AA+AAA

0.750.74

912828UA6 US Treasury Note0.625% Due 11/30/2017

380,000.00 06/25/20150.89 %

377,581.74379,170.37

99.840.81 %

379,406.44411.06

0.10 %236.07

Aaa / AA+AAA

0.830.82

912828UE8 US Treasury Note0.75% Due 12/31/2017

75,000.00 09/24/20150.76 %

74,988.5374,995.33

99.890.87 %

74,920.8749.72

0.02 %(74.46)

Aaa / AA+AAA

0.920.91


710,000.00 09/24/20150.76 %

709,891.45709,955.84

99.890.87 %

709,250.95470.72

0.18 %(704.89)

Aaa / AA+AAA

0.920.91


225,000.00 09/24/20150.76 %

224,965.60224,986.00

99.890.87 %

224,762.63149.17

0.06 %(223.37)

Aaa / AA+AAA

0.920.91

912828UJ7 US Treasury Note0.875% Due 1/31/2018

380,000.00 06/25/20150.95 %

379,259.09379,713.51

100.000.88 %

379,985.189.19

0.10 %271.67

Aaa / AA+AAA

1.000.99


710,000.00 09/23/20150.83 %

710,668.00710,285.55

100.000.88 %

709,972.3117.16

0.18 %(313.24)

Aaa / AA+AAA

1.000.99


225,000.00 09/23/20150.83 %

225,211.69225,090.49

100.000.88 %

224,991.235.44

0.06 %(99.26)

Aaa / AA+AAA

1.000.99


75,000.00 09/23/20150.83 %

75,070.5675,030.16

100.000.88 %

74,997.081.81

0.02 %(33.08)

Aaa / AA+AAA

1.000.99

912828UR9 US Treasury Note0.75% Due 2/28/2018

3,000,000.00 12/09/20151.07 %

2,979,150.682,989,870.02

99.820.92 %

2,994,609.009,571.82

0.78 %4,738.98

Aaa / AA+AAA

1.081.07

912828UR9 US Treasury Note0.75% Due 2/28/2018

65,000.00 12/15/20151.09 %

64,522.8764,766.15

99.820.92 %

64,883.20207.39

0.02 %117.05

Aaa / AA+AAA

1.081.07

912828UU2 US Treasury Note0.75% Due 3/31/2018

380,000.00 06/25/20151.02 %

377,180.96378,806.75

99.750.97 %

379,050.00970.88

0.10 %243.25

Aaa / AA+AAA

1.161.15


1,010,000.00 09/23/20150.89 %

1,006,452.601,008,354.09

99.750.97 %

1,007,475.002,580.49

0.26 %(879.09)

Aaa / AA+AAA

1.161.15

912828XA3 US Treasury Note1% Due 5/15/2018

380,000.00 06/17/20151.09 %

379,036.43379,568.08

100.040.97 %

380,133.76818.78

0.10 %565.68

Aaa / AA+AAA

1.281.27

912828XA3 US Treasury Note1% Due 5/15/2018

75,000.00 12/27/20161.09 %

74,903.5774,910.19

100.040.97 %

75,026.40161.60

0.02 %116.21

Aaa / AA+AAA

1.281.27









Moody/S&P Fitch

MaturityDuration

US TREASURY

912828VE7 US Treasury Note1% Due 5/31/2018

175,000.00 09/25/20150.99 %

175,055.27175,027.38

100.001.00 %

175,006.83302.88

0.05 %(20.55)

Aaa / AA+AAA

1.331.32


55,000.00 09/25/20150.99 %

55,017.3755,008.61

100.001.00 %

55,002.1595.19

0.01 %(6.46)

Aaa / AA+AAA

1.331.32

912828VK3 US Treasury Note1.375% Due 6/30/2018

380,000.00 06/25/20151.10 %

383,118.46381,473.79

100.511.01 %

381,929.64461.88

0.10 %455.85

Aaa / AA+AAA

1.411.40

912828L81 US Treasury Note0.875% Due 10/15/2018

75,000.00 12/27/20161.22 %

74,540.2974,564.63

99.581.12 %

74,686.50196.51

0.02 %121.87

Aaa / AA+AAA

1.701.68

912828A34 US Treasury Note1.25% Due 11/30/2018

380,000.00 06/25/20151.26 %

379,823.15379,903.62

100.141.17 %

380,534.28822.12

0.10 %630.66

Aaa / AA+AAA

1.831.80


230,000.00 09/23/20151.06 %

231,339.44230,773.94

100.141.17 %

230,323.38497.60

0.06 %(450.56)

Aaa / AA+AAA

1.831.80


75,000.00 12/27/20161.27 %

74,973.8874,975.02

100.141.17 %

75,105.45162.26

0.02 %130.43

Aaa / AA+AAA

1.831.80

912828SD3 US Treasury Note1.25% Due 1/31/2019

270,000.00 01/29/20161.00 %

271,983.72271,328.44

100.061.22 %

270,158.229.32

0.07 %(1,170.22)

Aaa / AA+AAA

2.001.97

912828D23 US Treasury Note1.625% Due 4/30/2019

410,000.00 01/23/20171.28 %

413,140.44413,110.20

100.701.31 %

412,882.711,711.64

0.11 %(227.49)

Aaa / AA+AAA

2.242.19

912828D23 US Treasury Note1.625% Due 4/30/2019

135,000.00 01/23/20171.28 %

136,034.05136,024.09

100.701.31 %

135,949.19563.59

0.04 %(74.90)

Aaa / AA+AAA

2.242.19

912828UB4 US Treasury Note1% Due 11/30/2019

280,000.00 02/01/20161.20 %

277,868.12278,414.81

98.811.43 %

276,664.08484.61

0.07 %(1,750.73)

Aaa / AA+AAA

2.832.77

912828UB4 US Treasury Note1% Due 11/30/2019

75,000.00 12/27/20161.53 %

73,878.1873,914.15

98.811.43 %

74,106.45129.81

0.02 %192.30

Aaa / AA+AAA

2.832.77

912828UF5 US Treasury Note1.125% Due 12/31/2019

4,320,000.00 Various0.98 %

4,340,754.514,338,409.08

99.051.46 %

4,279,163.054,296.14

1.11 %(59,246.03)

Aaa / AA+AAA

2.922.85

912828VA5 US Treasury Note1.125% Due 4/30/2020

280,000.00 02/01/20161.27 %

278,327.51278,712.14

98.681.54 %

276,314.08796.25

0.07 %(2,398.06)

Aaa / AA+AAA

3.253.17


225,000.00 05/27/20161.22 %

224,227.32224,356.29

98.681.54 %

222,038.10639.84

0.06 %(2,318.19)

Aaa / AA+AAA

3.253.17


75,000.00 12/27/20161.67 %

73,684.8273,719.90

98.681.54 %

74,012.70213.28

0.02 %292.80

Aaa / AA+AAA

3.253.17

912828G87 US Treasury Note2.125% Due 12/31/2021

7,022,000.00 Various1.45 %

7,280,936.847,246,298.41

100.961.92 %

7,089,200.5413,190.50

1.83 %(157,097.87)

Aaa / AA+AAA

4.924.64

912828N30 US Treasury Note2.125% Due 12/31/2022

4,915,000.00 Various1.90 %

4,982,090.564,977,483.89

100.052.12 %

4,917,305.149,232.59

1.27 %(60,178.75)

Aaa / AA+AAA

5.925.52

Total US Treasury 41,697,000.00 1.06 %42,003,304.4641,986,497.77 1.19 %

41,709,038.8673,466.90

10.79 %(277,458.91)

Aaa / AA+AAA

2.312.21









Moody/S&P Fitch

MaturityDuration

US TREAS SLGS

5353480$7 US Treasury SLGSDue 1/15/2027

4,560,919.00 01/23/20170.00 %

4,560,919.004,560,919.00

100.000.00 %

4,560,919.000.00

1.18 %0.00

Aaa / AA+AAA

9.969.96

S353475$0 US Treasury SLGSDue 1/15/2027

117,956,370.00 11/06/20140.00 %

117,956,370.00117,956,370.00

100.000.00 %

117,956,370.000.00

30.45 %0.00

Aaa / AA+AAA

9.969.96


27,393,548.00 11/06/20140.00 %

27,393,548.0027,393,548.00

100.000.00 %

27,393,548.000.00

7.07 %0.00

Aaa / AA+AAA

9.969.96


10,206,673.00 11/06/20140.00 %

10,206,673.0010,206,673.00

100.000.00 %

10,206,673.000.00

2.63 %0.00

Aaa / AA+AAA

9.969.96


14,182,640.00 12/30/20150.00 %

14,182,640.0014,182,640.00

100.000.00 %

14,182,640.000.00

3.66 %0.00

Aaa / AA+AAA

9.969.96


5,083,027.00 01/21/20160.00 %

5,083,027.005,083,027.00

100.000.00 %

5,083,027.000.00

1.31 %0.00

Aaa / AA+AAA

9.969.96


3,535,816.00 06/27/20160.00 %

3,535,816.003,535,816.00

100.000.00 %

3,535,816.000.00

0.91 %0.00

Aaa / AA+AAA

9.969.96


4,525,339.00 07/26/20160.00 %

4,525,339.004,525,339.00

100.000.00 %

4,525,339.000.00

1.17 %0.00

Aaa / AA+AAA

9.969.96


438,905.00 11/21/20160.00 %

438,905.00438,905.00

100.000.00 %

438,905.000.00

0.11 %0.00

Aaa / AA+AAA

9.969.96


4,353,400.00 12/20/20160.00 %

4,353,400.004,353,400.00

100.000.00 %

4,353,400.000.00

1.12 %0.00

Aaa / AA+AAA

9.969.96

Total US Treas SLGS 192,236,637.00 N/A192,236,637.00192,236,637.00 0.00 %

192,236,637.000.00

49.63 %0.00

Aaa / AA+AAA

9.969.96

AGENCY

3137EADT3 FHLMC Note0.875% Due 2/22/2017

1,500,000.00 03/28/20160.72 %

1,502,085.001,500,133.88

100.020.49 %

1,500,334.505,796.88

0.39 %200.62

Aaa / AA+AAA

0.060.06


280,000.00 09/24/20150.55 %

281,282.40280,053.05

100.020.49 %

280,062.441,082.09

0.07 %9.39

Aaa / AA+AAA

0.060.06


465,000.00 09/24/20150.55 %

467,129.70465,088.09

100.020.49 %

465,103.701,797.03

0.12 %15.61

Aaa / AA+AAA

0.060.06


175,000.00 09/24/20150.55 %

175,801.50175,033.15

100.020.49 %

175,039.03676.30

0.05 %5.88

Aaa / AA+AAA

0.060.06


75,000.00 09/24/20150.55 %

75,343.5075,014.21

100.020.49 %

75,016.73289.84

0.02 %2.52

Aaa / AA+AAA

0.060.06


340,000.00 10/05/20150.48 %

341,819.00340,076.99

100.020.49 %

340,075.821,313.96

0.09 %(1.17)

Aaa / AA+AAA

0.060.06

3130A4FR8 FHLB Note0.75% Due 3/2/2017

980,000.00 09/28/20150.60 %

982,077.60980,124.44

100.020.55 %

980,167.583,042.09

0.25 %43.14

Aaa / AA+AAA

0.080.09

3137EADC0 FHLMC Note1% Due 3/8/2017

1,500,000.00 03/24/20160.71 %

1,504,098.001,500,443.72

100.050.50 %

1,500,765.005,958.33

0.39 %321.28

Aaa / AA+AAA

0.100.10









Moody/S&P Fitch

MaturityDuration

AGENCY

3133782N0 FHLB Note0.875% Due 3/10/2017

3,000,000.00 12/21/20150.89 %

2,999,490.002,999,945.04

100.040.51 %

3,001,167.0010,281.25

0.78 %1,221.96

Aaa / AA+AAA

0.100.11

3135G0VM2 FNMA Callable Note 1X 3/14/140.75% Due 3/14/2017

560,000.00 09/24/20150.60 %

561,243.20560,100.44

100.030.52 %

560,151.761,598.34

0.15 %51.32

Aaa / AA+AAA

0.120.12


465,000.00 09/24/20150.60 %

466,032.30465,083.41

100.030.52 %

465,126.021,327.19

0.12 %42.61

Aaa / AA+AAA

0.120.12


75,000.00 09/24/20150.60 %

75,166.5075,013.45

100.030.52 %

75,020.33214.06

0.02 %6.88

Aaa / AA+AAA

0.120.12


55,000.00 09/24/20150.60 %

55,122.1055,009.87

100.030.52 %

55,014.91156.98

0.01 %5.04

Aaa / AA+AAA

0.120.12


45,000.00 09/24/20150.60 %

45,099.9045,008.07

100.030.52 %

45,012.20128.44

0.01 %4.13

Aaa / AA+AAA

0.120.12


340,000.00 10/06/20150.51 %

341,159.40340,096.27

100.030.52 %

340,092.14970.42

0.09 %(4.13)

Aaa / AA+AAA

0.120.12

3135G0JA2 FNMA Note1.125% Due 4/27/2017

460,000.00 09/24/20150.58 %

463,928.40460,591.62

100.140.53 %

460,649.981,351.26

0.12 %58.36

Aaa / AA+AAA

0.240.24

3135G0JA2 FNMA Note1.125% Due 4/27/2017

465,000.00 09/24/20150.58 %

468,971.10465,598.04

100.140.53 %

465,657.051,365.94

0.12 %59.01

Aaa / AA+AAA

0.240.24

3135G0JA2 FNMA Note1.125% Due 4/27/2017

55,000.00 09/24/20150.58 %

55,469.7055,070.74

100.140.53 %

55,077.72161.56

0.01 %6.98

Aaa / AA+AAA

0.240.24

3137EADF3 FHLMC Note1.25% Due 5/12/2017

460,000.00 09/23/20150.64 %

464,528.70460,779.70

100.200.55 %

460,902.061,261.80

0.12 %122.36

Aaa / AA+AAA

0.280.28


465,000.00 09/23/20150.64 %

469,577.93465,788.18

100.200.55 %

465,911.871,275.52

0.12 %123.69

Aaa / AA+AAA

0.280.28


55,000.00 09/23/20150.64 %

55,541.4855,093.23

100.200.55 %

55,107.86150.87

0.01 %14.63

Aaa / AA+AAA

0.280.28


340,000.00 10/05/20150.56 %

343,757.00340,660.23

100.200.55 %

340,666.74932.64

0.09 %6.51

Aaa / AA+AAA

0.280.28

3130A1NN4 FHLB Note0.875% Due 5/24/2017

4,500,000.00 07/31/20150.66 %

4,517,320.504,503,000.12

100.100.55 %

4,504,540.507,328.13

1.16 %1,540.38

Aaa / AA+AAA

0.310.31

313379FW4 FHLB Note1% Due 6/9/2017

460,000.00 09/24/20150.67 %

462,585.20460,540.25

100.150.57 %

460,699.66664.45

0.12 %159.41

Aaa / AA+AAA

0.350.35

313379FW4 FHLB Note1% Due 6/9/2017

465,000.00 09/24/20150.67 %

467,613.30465,546.12

100.150.57 %

465,707.27671.67

0.12 %161.15

Aaa / AA+AAA

0.350.35

313379FW4 FHLB Note1% Due 6/9/2017

55,000.00 09/24/20150.67 %

55,309.1055,064.59

100.150.57 %

55,083.6679.44

0.01 %19.07

Aaa / AA+AAA

0.350.35

313379FW4 FHLB Note1% Due 6/9/2017

335,000.00 10/07/20150.64 %

336,999.95335,426.96

100.150.57 %

335,509.54483.89

0.09 %82.58

Aaa / AA+AAA

0.350.35

3137EADH9 FHLMC Note1% Due 6/29/2017

4,000,000.00 07/31/20150.68 %

4,024,296.004,005,245.84

100.170.59 %

4,006,712.003,555.56

1.04 %1,466.16

Aaa / AA+AAA

0.410.41









Moody/S&P Fitch

MaturityDuration

AGENCY

3137EADJ5 FHLMC Note1% Due 7/28/2017

390,000.00 09/24/20150.65 %

392,488.20390,667.29

100.170.66 %

390,658.7132.50

0.10 %(8.58)

Aaa / AA+AAA

0.490.49


465,000.00 09/24/20150.65 %

467,966.70465,795.61

100.170.66 %

465,785.3938.75

0.12 %(10.22)

Aaa / AA+AAA

0.490.49


75,000.00 09/24/20150.65 %

75,478.5075,128.32

100.170.66 %

75,126.686.25

0.02 %(1.64)

Aaa / AA+AAA

0.490.49


55,000.00 09/24/20150.65 %

55,350.9055,094.10

100.170.66 %

55,092.904.58

0.01 %(1.20)

Aaa / AA+AAA

0.490.49


340,000.00 10/05/20150.59 %

342,522.80340,687.62

100.170.66 %

340,574.2628.33

0.09 %(113.36)

Aaa / AA+AAA

0.490.49

313370SZ2 FHLB Note2.25% Due 9/8/2017

910,000.00 09/24/20150.72 %

936,863.20918,330.05

100.980.62 %

918,904.358,133.14

0.24 %574.30

Aaa / AA+AAA

0.600.60

313370SZ2 FHLB Note2.25% Due 9/8/2017

55,000.00 09/24/20150.72 %

56,623.6055,503.46

100.980.62 %

55,538.18491.56

0.01 %34.72

Aaa / AA+AAA

0.600.60

3135G0PP2 FNMA Callable Note 1X 9/20/20131% Due 9/20/2017

390,000.00 09/24/20150.71 %

392,195.70390,705.97

100.170.73 %

390,654.811,419.17

0.10 %(51.16)

Aaa / AA+AAA

0.640.63


465,000.00 09/24/20150.71 %

467,617.95465,841.73

100.170.73 %

465,780.741,692.08

0.12 %(60.99)

Aaa / AA+AAA

0.640.63


75,000.00 09/24/20150.71 %

75,422.2575,135.76

100.170.73 %

75,125.93272.92

0.02 %(9.83)

Aaa / AA+AAA

0.640.63


55,000.00 09/24/20150.71 %

55,309.6555,099.56

100.170.73 %

55,092.35200.14

0.01 %(7.21)

Aaa / AA+AAA

0.640.63


340,000.00 10/05/20150.67 %

342,196.40340,717.11

100.170.73 %

340,570.861,237.22

0.09 %(146.25)

Aaa / AA+AAA

0.640.63

3133EEQX1 FFCB Note1% Due 9/25/2017

1,195,000.00 09/24/20150.75 %

1,201,010.851,196,969.21

100.210.67 %

1,197,547.744,182.50

0.31 %578.53

Aaa / AA+AAA

0.650.65


340,000.00 10/09/20150.70 %

341,972.00340,659.79

100.210.67 %

340,724.881,190.00

0.09 %65.09

Aaa / AA+AAA

0.650.65

3135G0PQ0 FNMA Note0.875% Due 10/26/2017

220,000.00 09/24/20150.75 %

220,585.20220,207.18

100.070.78 %

220,147.62507.99

0.06 %(59.56)

Aaa / AA+AAA

0.730.73

3135G0PQ0 FNMA Note0.875% Due 10/26/2017

465,000.00 09/24/20150.75 %

466,236.90465,437.90

100.070.78 %

465,312.021,073.70

0.12 %(125.88)

Aaa / AA+AAA

0.730.73

3135G0PQ0 FNMA Note0.875% Due 10/26/2017

175,000.00 09/24/20150.75 %

175,465.50175,164.80

100.070.78 %

175,117.43404.08

0.05 %(47.37)

Aaa / AA+AAA

0.730.73

3135G0PQ0 FNMA Note0.875% Due 10/26/2017

75,000.00 09/24/20150.75 %

75,199.5075,070.63

100.070.78 %

75,050.33173.18

0.02 %(20.30)

Aaa / AA+AAA

0.730.73

3135G0PQ0 FNMA Note0.875% Due 10/26/2017

55,000.00 09/24/20150.75 %

55,146.3055,051.79

100.070.78 %

55,036.91127.00

0.01 %(14.88)

Aaa / AA+AAA

0.730.73

3135G0PQ0 FNMA Note0.875% Due 10/26/2017

340,000.00 10/05/20150.67 %

341,400.80340,503.33

100.070.78 %

340,228.14785.07

0.09 %(275.19)

Aaa / AA+AAA

0.730.73









Moody/S&P Fitch

MaturityDuration

AGENCY

31331KR44 FFCB Note1.5% Due 11/8/2017

1,000,000.00 03/24/20160.88 %

1,009,880.001,004,733.28

100.540.80 %

1,005,377.003,458.33

0.26 %643.72

Aaa / AA+AAA

0.770.76

3136FPXN2 FNMA Callable Note 1X 5/24/20112.3% Due 11/24/2017

75,000.00 12/28/20160.91 %

75,933.7575,841.97

101.170.86 %

75,874.50321.04

0.02 %32.53

Aaa / AA+AAA

0.810.80

3133EFWC7 FFCB Note0.875% Due 11/27/2017

210,000.00 01/29/20160.83 %

210,159.60210,071.70

100.030.84 %

210,063.42326.67

0.05 %(8.28)

Aaa / AA+AAA

0.820.82

3133EFWC7 FFCB Note0.875% Due 11/27/2017

70,000.00 02/01/20160.86 %

70,018.9070,008.37

100.030.84 %

70,021.14108.89

0.02 %12.77

Aaa / AA+AAA

0.820.82

3130A3HF4 FHLB Note1.125% Due 12/8/2017

270,000.00 01/29/20160.84 %

271,395.90270,644.84

100.250.83 %

270,666.90447.19

0.07 %22.06

Aaa / AA+AAA

0.850.85

3137EADN6 FHLMC Note0.75% Due 1/12/2018

860,000.00 09/25/20150.84 %

858,331.60859,305.74

99.870.89 %

858,901.78340.41

0.22 %(403.96)

Aaa / AA+AAA

0.950.94


75,000.00 09/25/20150.84 %

74,854.5074,939.45

99.870.89 %

74,904.2329.69

0.02 %(35.22)

Aaa / AA+AAA

0.950.94


55,000.00 09/25/20150.84 %

54,893.3054,955.60

99.870.89 %

54,929.7721.77

0.01 %(25.83)

Aaa / AA+AAA

0.950.94


340,000.00 10/06/20150.76 %

339,928.60339,970.00

99.870.89 %

339,565.82134.58

0.09 %(404.18)

Aaa / AA+AAA

0.950.94


75,000.00 12/27/20160.97 %

74,830.5074,845.37

99.870.89 %

74,904.2329.69

0.02 %58.86

Aaa / AA+AAA

0.950.94

3135G0TG8 FNMA Note0.875% Due 2/8/2018

920,000.00 09/25/20150.89 %

919,708.36919,873.79

99.960.91 %

919,673.403,868.47

0.24 %(200.39)

Aaa / AA+AAA

1.021.01

3135G0TG8 FNMA Note0.875% Due 2/8/2018

75,000.00 09/25/20150.89 %

74,976.2374,989.71

99.960.91 %

74,973.38315.36

0.02 %(16.33)

Aaa / AA+AAA

1.021.01

3135G0TG8 FNMA Note0.875% Due 2/8/2018

340,000.00 10/06/20150.77 %

340,805.80340,353.59

99.960.91 %

339,879.301,429.65

0.09 %(474.29)

Aaa / AA+AAA

1.021.01

313378A43 FHLB Note1.375% Due 3/9/2018

1,090,000.00 09/25/20150.93 %

1,101,728.401,095,329.21

100.450.96 %

1,094,912.635,911.72

0.28 %(416.58)

Aaa / AA+AAA

1.101.09

313378A43 FHLB Note1.375% Due 3/9/2018

55,000.00 09/25/20150.93 %

55,591.8055,268.91

100.450.96 %

55,247.89298.30

0.01 %(21.02)

Aaa / AA+AAA

1.101.09

313378A43 FHLB Note1.375% Due 3/9/2018

45,000.00 09/25/20150.93 %

45,484.2045,220.01

100.450.96 %

45,202.82244.06

0.01 %(17.19)

Aaa / AA+AAA

1.101.09

313378A43 FHLB Note1.375% Due 3/9/2018

335,000.00 10/07/20150.82 %

339,475.60337,055.56

100.450.96 %

336,509.851,816.91

0.09 %(545.71)

Aaa / AA+AAA

1.101.09

3130A7CX1 FHLB Note0.875% Due 3/19/2018

1,000,000.00 03/28/20160.91 %

999,400.00999,652.27

99.910.96 %

999,093.003,208.33

0.26 %(559.27)

Aaa / AA+AAA

1.131.12

3133EFV87 FFCB Note0.875% Due 3/29/2018

1,500,000.00 07/27/20160.83 %

1,501,185.001,500,825.06

99.741.10 %

1,496,121.004,447.92

0.39 %(4,704.06)

Aaa / AA+AAA

1.161.15

3130A4GJ5 FHLB Note1.125% Due 4/25/2018

980,000.00 09/25/20150.95 %

984,312.00982,076.00

100.141.01 %

981,383.762,940.00

0.25 %(692.24)

Aaa / AA+AAA

1.231.22









Moody/S&P Fitch

MaturityDuration

AGENCY

3130A4GJ5 FHLB Note1.125% Due 4/25/2018

335,000.00 10/09/20150.86 %

337,211.00336,081.54

100.141.01 %

335,473.021,005.00

0.09 %(608.52)

Aaa / AA+AAA

1.231.22

3133EEJ50 FFCB Note1.03% Due 5/11/2018

75,000.00 12/27/20161.16 %

74,867.2574,876.00

100.041.00 %

75,026.93171.67

0.02 %150.93

Aaa / AA+AAA

1.271.26

3135G0WJ8 FNMA Note0.875% Due 5/21/2018

750,000.00 09/25/20151.00 %

747,474.00748,744.75

99.771.05 %

748,260.751,276.04

0.19 %(484.00)

Aaa / AA+AAA

1.301.29

3135G0WJ8 FNMA Note0.875% Due 5/21/2018

175,000.00 09/25/20151.00 %

174,410.60174,707.11

99.771.05 %

174,594.18297.74

0.05 %(112.93)

Aaa / AA+AAA

1.301.29

3135G0WJ8 FNMA Note0.875% Due 5/21/2018

75,000.00 09/25/20151.00 %

74,747.4074,874.48

99.771.05 %

74,826.08127.60

0.02 %(48.40)

Aaa / AA+AAA

1.301.29

3135G0WJ8 FNMA Note0.875% Due 5/21/2018

340,000.00 10/06/20150.86 %

340,102.00340,050.61

99.771.05 %

339,211.54578.47

0.09 %(839.07)

Aaa / AA+AAA

1.301.29

3133EFSH1 FFCB Note1.17% Due 6/14/2018

225,000.00 12/15/20151.23 %

224,642.25224,801.48

99.921.23 %

224,819.10343.69

0.06 %17.62

Aaa / AA+AAA

1.371.35

3130A8BD4 FHLB Note0.875% Due 6/29/2018

75,000.00 12/27/20161.17 %

74,669.2574,689.12

99.731.07 %

74,796.5358.33

0.02 %107.41

Aaa / AA+AAA

1.411.40

3130A5WY1 FHLB Note1% Due 7/10/2018

75,000.00 12/28/20161.26 %

74,709.0074,725.69

99.771.16 %

74,823.9843.75

0.02 %98.29

Aaa / AA+AAA

1.441.43

3135G0E33 FNMA Note1.125% Due 7/20/2018

175,000.00 09/25/20151.01 %

175,536.38175,282.45

100.071.08 %

175,120.9360.16

0.05 %(161.52)

Aaa / AA+AAA

1.471.45

3135G0E33 FNMA Note1.125% Due 7/20/2018

55,000.00 09/25/20151.01 %

55,168.5855,088.77

100.071.08 %

55,038.0118.91

0.01 %(50.76)

Aaa / AA+AAA

1.471.45

3135G0E33 FNMA Note1.125% Due 7/20/2018

340,000.00 10/08/20150.96 %

341,547.00340,823.01

100.071.08 %

340,234.94116.88

0.09 %(588.07)

Aaa / AA+AAA

1.471.45

3130A8TF0 FHLB Note0.8% Due 8/15/2018

1,500,000.00 07/27/20160.89 %

1,497,270.001,497,941.51

99.431.18 %

1,491,408.005,533.33

0.39 %(6,533.51)

Aaa / AA+AAA

1.541.52

3130A6AE7 FHLB Note1.125% Due 9/14/2018

240,000.00 12/12/20161.19 %

239,724.00239,744.99

99.941.16 %

239,855.041,027.51

0.06 %110.05

Aaa / AA+AAA

1.621.59

313375K48 FHLB Note2% Due 9/14/2018

300,000.00 11/19/20151.23 %

306,375.00303,691.75

101.301.19 %

303,886.802,283.33

0.08 %195.05

Aaa / AA+AAA

1.621.58

3133EGK87 FFCB Note1.02% Due 9/24/2018

450,000.00 01/23/20171.18 %

448,830.00448,843.45

99.761.17 %

448,929.45867.00

0.12 %86.00

Aaa / AA+AAA

1.651.63

3137EAED7 FHLMC Note0.875% Due 10/12/2018

400,000.00 10/28/20160.95 %

399,444.00399,514.63

99.481.19 %

397,911.601,312.51

0.10 %(1,603.03)

Aaa / AA+AAA

1.701.67

3135G0E58 FNMA Note1.125% Due 10/19/2018

230,000.00 09/23/20151.09 %

230,264.74230,148.12

99.931.17 %

229,828.88733.12

0.06 %(319.24)

Aaa / AA+AAA

1.721.69

3135G0E58 FNMA Note1.125% Due 10/19/2018

340,000.00 10/06/20150.97 %

341,591.20340,905.01

99.931.17 %

339,747.041,083.75

0.09 %(1,157.97)

Aaa / AA+AAA

1.721.69

3133EGJ48 FFCB Note0.89% Due 11/16/2018

400,000.00 12/16/20161.34 %

396,636.00396,838.60

99.411.23 %

397,628.00741.67

0.10 %789.40

Aaa / AA+AAA

1.791.77









Moody/S&P Fitch

MaturityDuration

AGENCY

3135G0YT4 FNMA Note1.625% Due 11/27/2018

1,500,000.00 07/27/20160.88 %

1,525,710.001,520,145.57

100.741.21 %

1,511,073.004,333.33

0.39 %(9,072.57)

Aaa / AA+AAA

1.821.79

313376BR5 FHLB Note1.75% Due 12/14/2018

1,500,000.00 07/27/20160.94 %

1,528,455.001,522,423.57

100.881.27 %

1,513,192.503,427.08

0.39 %(9,231.07)

Aaa / AA+AAA

1.871.83

313376BR5 FHLB Note1.75% Due 12/14/2018

610,000.00 11/22/20161.19 %

616,935.70616,304.68

100.881.27 %

615,364.951,393.68

0.16 %(939.73)

Aaa / AA+AAA

1.871.83

313376BR5 FHLB Note1.75% Due 12/14/2018

175,000.00 11/22/20161.19 %

176,989.75176,808.72

100.881.27 %

176,539.13399.83

0.05 %(269.59)

Aaa / AA+AAA

1.871.83

3133EFSJ7 FFCB Note1.3% Due 12/14/2018

225,000.00 12/15/20151.39 %

224,401.50224,622.50

99.981.31 %

224,950.50381.88

0.06 %328.00

Aaa / AA+AAA

1.871.84

3130AAE46 FHLB Note1.25% Due 1/16/2019

320,000.00 12/16/20161.38 %

319,129.60319,176.64

99.941.28 %

319,811.52166.67

0.08 %634.88

Aaa / AA+AAA

1.961.93

3130AAE46 FHLB Note1.25% Due 1/16/2019

105,000.00 12/16/20161.38 %

104,714.40104,729.84

99.941.28 %

104,938.1654.69

0.03 %208.32

Aaa / AA+AAA

1.961.93

3135G0H63 FNMA Note1.375% Due 1/28/2019

1,500,000.00 07/27/20160.90 %

1,517,760.001,514,180.47

100.261.24 %

1,503,960.00171.88

0.39 %(10,220.47)

Aaa / AA+AAA

1.991.96

3133EF3V7 FFCB Note0.875% Due 2/15/2019

1,500,000.00 07/27/20160.93 %

1,497,765.001,498,205.98

99.211.27 %

1,488,142.506,052.08

0.39 %(10,063.48)

Aaa / AA+AAA

2.042.00

313378QK0 FHLB Note1.875% Due 3/8/2019

265,000.00 07/28/20160.91 %

271,582.60270,318.73

101.161.31 %

268,080.101,973.70

0.07 %(2,238.63)

Aaa / AA+AAA

2.102.04

313378QK0 FHLB Note1.875% Due 3/8/2019

85,000.00 07/28/20160.91 %

87,111.4086,706.01

101.161.31 %

85,987.96633.07

0.02 %(718.05)

Aaa / AA+AAA

2.102.04

3137EACA5 FHLMC Note3.75% Due 3/27/2019

2,000,000.00 11/29/20161.25 %

2,114,280.002,106,062.20

105.101.34 %

2,101,988.0025,833.33

0.55 %(4,074.20)

Aaa / AA+AAA

2.152.05

3137EADG1 FHLMC Note1.75% Due 5/30/2019

190,000.00 01/05/20161.48 %

191,725.20191,191.12

100.841.38 %

191,595.62563.40

0.05 %404.50

Aaa / AA+AAA

2.332.27


70,000.00 02/01/20161.17 %

71,332.3870,938.39

100.841.38 %

70,587.86207.57

0.02 %(350.53)

Aaa / AA+AAA

2.332.27


54,000.00 05/13/20161.02 %

55,183.6854,910.82

100.841.38 %

54,453.49160.13

0.01 %(457.33)

Aaa / AA+AAA

2.332.27


150,000.00 05/13/20161.02 %

153,288.00152,530.06

100.841.38 %

151,259.70444.79

0.04 %(1,270.36)

Aaa / AA+AAA

2.332.27

313379EE5 FHLB Note1.625% Due 6/14/2019

350,000.00 07/28/20160.95 %

356,671.00355,510.82

100.551.39 %

351,934.80742.53

0.09 %(3,576.02)

Aaa / AA+AAA

2.372.31

313379EE5 FHLB Note1.625% Due 6/14/2019

815,000.00 12/12/20161.38 %

819,955.20819,691.22

100.551.39 %

819,505.321,729.04

0.21 %(185.90)

Aaa / AA+AAA

2.372.31

3137EAEB1 FHLMC Note0.875% Due 7/19/2019

310,000.00 11/22/20161.37 %

306,028.90306,307.26

98.681.42 %

305,907.6990.42

0.08 %(399.57)

Aaa / AA+AAA

2.462.43


175,000.00 11/22/20161.37 %

172,758.25172,915.39

98.681.42 %

172,689.8351.04

0.04 %(225.56)

Aaa / AA+AAA

2.462.43









Moody/S&P Fitch

MaturityDuration

AGENCY


75,000.00 11/22/20161.37 %

74,039.2574,106.59

98.681.42 %

74,009.9321.88

0.02 %(96.66)

Aaa / AA+AAA

2.462.43

3137EADK2 FHLMC Note1.25% Due 8/1/2019

470,000.00 09/23/20151.32 %

468,702.33469,151.79

99.651.39 %

468,354.532,937.50

0.12 %(797.26)

Aaa / AA+AAA

2.502.44


175,000.00 09/23/20151.32 %

174,516.83174,684.18

99.651.39 %

174,387.331,093.75

0.05 %(296.85)

Aaa / AA+AAA

2.502.44


75,000.00 09/23/20151.32 %

74,792.9374,864.65

99.651.39 %

74,737.43468.75

0.02 %(127.22)

Aaa / AA+AAA

2.502.44


55,000.00 09/23/20151.32 %

54,848.1554,900.74

99.651.39 %

54,807.45343.75

0.01 %(93.29)

Aaa / AA+AAA

2.502.44


340,000.00 10/07/20151.23 %

340,217.60340,144.79

99.651.39 %

338,809.662,125.00

0.09 %(1,335.13)

Aaa / AA+AAA

2.502.44

3133EGSC0 FFCB Note1% Due 8/26/2019

2,500,000.00 08/30/20161.03 %

2,497,525.002,497,862.68

98.711.51 %

2,467,827.5010,763.89

0.64 %(30,035.18)

Aaa / AA+AAA

2.572.51

3133EGSC0 FFCB Note1% Due 8/26/2019

170,000.00 08/30/20161.04 %

169,818.10169,842.93

98.711.51 %

167,812.27731.94

0.04 %(2,030.66)

Aaa / AA+AAA

2.572.51

3135G0ZG1 FNMA Note1.75% Due 9/12/2019

70,000.00 02/01/20161.22 %

71,301.0270,947.35

100.831.42 %

70,584.01472.99

0.02 %(363.34)

Aaa / AA+AAA

2.612.53

3135G0ZG1 FNMA Note1.75% Due 9/12/2019

205,000.00 02/01/20161.22 %

208,810.13207,774.37

100.831.42 %

206,710.321,385.17

0.05 %(1,064.05)

Aaa / AA+AAA

2.612.53

313380FB8 FHLB Note1.375% Due 9/13/2019

300,000.00 11/24/20151.48 %

298,863.00299,210.73

99.801.45 %

299,392.201,581.25

0.08 %181.47

Aaa / AA+NR

2.622.55

3133EDVE9 FFCB Note1.9% Due 9/18/2019

255,000.00 08/16/20161.00 %

261,953.85260,940.35

101.071.49 %

257,717.281,789.95

0.07 %(3,223.07)

Aaa / AA+AAA

2.632.54

3137EADM8 FHLMC Note1.25% Due 10/2/2019

690,000.00 09/23/20151.40 %

686,048.37687,349.86

99.421.47 %

685,987.652,851.04

0.18 %(1,362.21)

Aaa / AA+AAA

2.672.60


175,000.00 09/23/20151.40 %

173,997.78174,327.86

99.421.47 %

173,982.38723.09

0.05 %(345.48)

Aaa / AA+AAA

2.672.60


75,000.00 09/23/20151.40 %

74,570.4874,711.94

99.421.47 %

74,563.88309.90

0.02 %(148.06)

Aaa / AA+AAA

2.672.60


55,000.00 09/23/20151.40 %

54,685.0254,788.76

99.421.47 %

54,680.18227.26

0.01 %(108.58)

Aaa / AA+AAA

2.672.60


340,000.00 10/09/20151.33 %

338,912.00339,260.72

99.421.47 %

338,022.901,404.86

0.09 %(1,237.82)

Aaa / AA+AAA

2.672.60

3135G0R39 FNMA Note1% Due 10/24/2019

110,000.00 12/16/20161.64 %

108,062.90108,140.42

98.681.49 %

108,548.11293.33

0.03 %407.69

Aaa / AA+AAA

2.732.67

3135G0R39 FNMA Note1% Due 10/24/2019

325,000.00 12/16/20161.64 %

319,276.75319,505.77

98.681.49 %

320,710.33866.67

0.08 %1,204.56

Aaa / AA+AAA

2.732.67

3133XVRK9 FHLB Note4.125% Due 12/13/2019

160,000.00 08/22/20161.08 %

175,772.80173,733.46

107.191.55 %

171,497.12880.00

0.04 %(2,236.34)

Aaa / AA+AAA

2.872.70









Moody/S&P Fitch

MaturityDuration

AGENCY

3133EGW92 FFCB Note1.5% Due 12/19/2019

1,055,000.00 01/17/20171.48 %

1,055,495.851,055,488.52

99.911.53 %

1,054,035.731,846.25

0.27 %(1,452.79)

Aaa / AA+AAA

2.882.81

3134G3L73 FHLMC Callable Note 1X 9/26/20141.5% Due 12/26/2019

270,000.00 09/27/20161.01 %

274,225.50273,792.53

99.691.61 %

269,167.861,406.25

0.07 %(4,624.67)

Aaa / AA+AAA

2.902.82

3133EG3J2 FFCB Note1.55% Due 1/10/2020

555,000.00 01/23/20171.54 %

555,122.10555,120.79

99.941.57 %

554,662.56501.81

0.14 %(458.23)

Aaa / AA+AAA

2.942.86

3133EG3J2 FFCB Note1.55% Due 1/10/2020

2,600,000.00 01/27/20171.56 %

2,599,090.002,599,090.50

99.941.57 %

2,598,419.202,350.83

0.67 %(671.30)

Aaa / AA+AAA

2.942.86

3135G0A78 FNMA Note1.625% Due 1/21/2020

610,000.00 01/05/20161.64 %

609,627.90609,724.07

100.291.52 %

611,777.54275.35

0.16 %2,053.47

Aaa / AA+AAA

2.972.89

3135G0A78 FNMA Note1.625% Due 1/21/2020

260,000.00 02/08/20161.13 %

264,924.40263,725.91

100.291.52 %

260,757.64117.36

0.07 %(2,968.27)

Aaa / AA+AAA

2.972.89

3135G0A78 FNMA Note1.625% Due 1/21/2020

260,000.00 12/15/20151.65 %

259,737.40259,808.29

100.291.52 %

260,757.64117.36

0.07 %949.35

Aaa / AA+AAA

2.972.89

3135G0A78 FNMA Note1.625% Due 1/21/2020

75,000.00 12/28/20161.60 %

75,059.3375,057.77

100.291.52 %

75,218.5533.85

0.02 %160.78

Aaa / AA+AAA

2.972.89

3137EADR7 FHLMC Note1.375% Due 5/1/2020

280,000.00 02/01/20161.31 %

280,725.76280,558.60

99.231.62 %

277,831.40962.51

0.07 %(2,727.20)

Aaa / AA+AAA

3.253.15


470,000.00 05/27/20161.26 %

472,035.10471,694.37

99.231.62 %

466,359.851,615.63

0.12 %(5,334.52)

Aaa / AA+AAA

3.253.15


75,000.00 05/27/20161.26 %

75,324.7575,270.38

99.231.62 %

74,419.13257.81

0.02 %(851.25)

Aaa / AA+AAA

3.253.15

3134G44G0 FHLMC Callable Note 1X 5/22/20151.5% Due 5/22/2020

400,000.00 02/22/20161.32 %

403,028.00402,372.68

98.801.88 %

395,189.601,150.00

0.10 %(7,183.08)

Aaa / AA+AAA

3.313.20

3135G0D75 FNMA Note1.5% Due 6/22/2020

260,000.00 12/15/20151.76 %

257,082.80257,786.73

99.631.61 %

259,038.52422.51

0.07 %1,251.79

Aaa / AA+AAA

3.393.29

3135G0H55 FNMA Note1.875% Due 12/28/2020

610,000.00 05/27/20161.40 %

622,803.90620,987.80

100.501.74 %

613,043.291,048.44

0.16 %(7,944.51)

Aaa / AA+AAA

3.913.75

3135G0H55 FNMA Note1.875% Due 12/28/2020

75,000.00 05/27/20161.40 %

76,574.2576,350.96

100.501.74 %

75,374.18128.91

0.02 %(976.78)

Aaa / AA+AAA

3.913.75

3130A7CV5 FHLB Note1.375% Due 2/18/2021

665,000.00 04/26/20161.48 %

661,768.10662,266.47

98.281.82 %

653,585.944,140.09

0.17 %(8,680.53)

Aaa / AA+AAA

4.053.89

3130A7CV5 FHLB Note1.375% Due 2/18/2021

375,000.00 05/27/20161.45 %

373,781.25373,949.79

98.281.82 %

368,563.502,334.64

0.10 %(5,386.29)

Aaa / AA+AAA

4.053.89

3130A7CV5 FHLB Note1.375% Due 2/18/2021

225,000.00 Various1.46 %

224,148.00224,271.63

98.281.82 %

221,138.101,400.78

0.06 %(3,133.53)

Aaa / AA+AAA

4.053.89

3135G0J20 FNMA Note1.375% Due 2/26/2021

200,000.00 05/27/20161.45 %

199,346.00199,435.85

98.381.79 %

196,758.601,184.03

0.05 %(2,677.25)

Aaa / AA+AAA

4.073.91

3135G0J20 FNMA Note1.375% Due 2/26/2021

465,000.00 05/27/20161.45 %

463,479.45463,688.36

98.381.79 %

457,463.752,752.86

0.12 %(6,224.61)

Aaa / AA+AAA

4.073.91









Moody/S&P Fitch

MaturityDuration

AGENCY

3135G0J20 FNMA Note1.375% Due 2/26/2021

75,000.00 05/27/20161.45 %

74,754.7574,788.45

98.381.79 %

73,784.48444.01

0.02 %(1,003.97)

Aaa / AA+AAA

4.073.91

3137EAEC9 FHLMC Note1.125% Due 8/12/2021

75,000.00 12/27/20162.11 %

71,759.2571,820.78

96.401.96 %

72,301.58396.09

0.02 %480.80

Aaa / AA+AAA

4.534.36

Total Agency 72,829,000.00 0.96 %73,242,400.7473,077,715.57 1.02 %

72,912,825.65228,265.01

18.88 %(164,889.92)

Aaa / AA+AAA

1.411.38

SUPRANATIONAL

459058DL4 Intl. Bank Recon & Development Note1.875% Due 3/15/2019

70,000.00 12/28/20161.58 %

70,443.8070,426.38

100.931.43 %

70,650.72495.83

0.02 %224.34

Aaa / AAAAAA

2.122.06

4581X0BG2 Inter-American Dev Bank Note3.875% Due 9/17/2019

3,400,000.00 12/21/20161.71 %

3,595,874.003,588,304.65

105.671.66 %

3,592,688.2049,040.28

0.94 %4,383.55

Aaa / AAAAAA

2.632.47

459058DW0 Intl. Bank Recon & Development Note1.875% Due 10/7/2019

3,400,000.00 12/21/20161.69 %

3,417,510.003,416,845.89

100.671.62 %

3,422,899.0020,187.50

0.89 %6,053.11

Aaa / AAAAAA

2.682.59

4581X0CP1 Inter-American Dev Bank Note1.875% Due 6/16/2020

2,600,000.00 01/27/20171.81 %

2,605,746.002,605,741.09

100.261.79 %

2,606,851.006,093.75

0.67 %1,109.91

Aaa / AAAAAA

3.383.25

Total Supranational 9,470,000.00 1.73 %9,689,573.809,681,318.01 1.68 %

9,693,088.9275,817.36

2.52 %11,770.91

Aaa / AAAAAA

2.842.72

US CORPORATE

48126EAA5 JP Morgan Note2% Due 8/15/2017

50,000.00 10/05/20161.29 %

50,301.5050,189.77

100.351.34 %

50,176.95461.11

0.01 %(12.82)

A3 / A-A+

0.540.53

459200GJ4 IBM Corp Note5.7% Due 9/14/2017

2,000,000.00 04/18/20160.90 %

2,133,040.002,059,173.51

102.821.12 %

2,056,302.0043,383.33

0.54 %(2,871.51)

Aa3 / AA-A+

0.620.60

68389XAN5 Oracle Corp Note1.2% Due 10/15/2017

1,000,000.00 09/28/20151.12 %

1,001,690.001,000,584.01

100.041.15 %

1,000,353.003,533.33

0.26 %(231.01)

A1 / AA-A+

0.700.70


190,000.00 10/08/20151.03 %

190,627.00190,221.66

100.041.15 %

190,067.07671.33

0.05 %(154.59)

A1 / AA-A+

0.700.70

02665WAQ4 American Honda Finance Note1.55% Due 12/11/2017

265,000.00 09/25/20151.29 %

266,468.10265,578.17

100.251.25 %

265,666.74570.49

0.07 %88.57

A1 / A+NR

0.860.85


190,000.00 10/23/20151.14 %

191,634.00190,668.10

100.251.25 %

190,478.04409.03

0.05 %(190.06)

A1 / A+NR

0.860.85

94974BFG0 Wells Fargo Corp Note1.5% Due 1/16/2018

1,240,000.00 09/24/20151.54 %

1,238,846.801,239,517.08

99.921.59 %

1,238,985.68775.00

0.32 %(531.40)

A2 / AAA-

0.960.95


190,000.00 10/06/20151.41 %

190,383.80190,163.71

99.921.59 %

189,844.58118.75

0.05 %(319.13)

A2 / AAA-

0.960.95

084670BH0 Berkshire Hathaway Note1.55% Due 2/9/2018

110,000.00 09/24/20151.26 %

110,739.20110,322.84

100.211.34 %

110,235.40814.61

0.03 %(87.44)

Aa2 / AAA+

1.021.00


295,000.00 09/28/20151.20 %

297,389.50296,043.12

100.211.34 %

295,631.302,184.64

0.08 %(411.82)

Aa2 / AAA+

1.021.00









Moody/S&P Fitch

MaturityDuration

US CORPORATE

30231GAU6 Exxon Mobil Corp Note1.439% Due 3/1/2018

635,000.00 03/24/20161.16 %

638,390.90636,922.09

100.161.29 %

636,015.373,807.35

0.17 %(906.72)

Aaa / AA+NR

1.081.07

46623EKD0 JP Morgan Chase Callable Note Cont 2/1/20181.7% Due 3/1/2018

2,000,000.00 04/18/20161.45 %

2,008,840.002,005,002.50

99.991.71 %

1,999,830.0014,166.67

0.52 %(5,172.50)

A3 / A-A+

1.081.06

166764AV2 Chevron Corp Note1.365% Due 3/2/2018

365,000.00 03/23/20161.26 %

365,711.75365,403.15

99.931.43 %

364,755.822,062.10

0.09 %(647.33)

Aa2 / AA-NR

1.081.07


140,000.00 09/24/20151.35 %

140,039.20140,017.34

99.931.43 %

139,906.34790.94

0.04 %(111.00)

Aa2 / AA-NR

1.081.07


85,000.00 09/24/20151.35 %

85,023.8085,010.53

99.931.43 %

84,943.14480.21

0.02 %(67.39)

Aa2 / AA-NR

1.081.07


35,000.00 09/24/20151.35 %

35,009.8035,004.33

99.931.43 %

34,976.59197.74

0.01 %(27.74)

Aa2 / AA-NR

1.081.07

808513AK1 Charles Schwab Corp Callable Note Cont 2/10/20181.5% Due 3/10/2018

140,000.00 12/15/20151.65 %

139,556.20139,776.99

100.061.44 %

140,077.00822.51

0.04 %300.01

A2 / AA

1.101.01

36962G6W9 General Electric Capital Corp Note1.625% Due 4/2/2018

40,000.00 01/29/20161.15 %

40,406.4040,220.79

100.271.39 %

40,107.24214.86

0.01 %(113.55)

A1 / AA-AA-

1.171.15


125,000.00 01/29/20161.15 %

126,270.00125,689.96

100.271.39 %

125,335.13671.44

0.03 %(354.83)

A1 / AA-AA-

1.171.15


190,000.00 11/19/20151.55 %

190,315.40190,156.54

100.271.39 %

190,509.391,020.59

0.05 %352.85

A1 / AA-AA-

1.171.15

037833AJ9 Apple Inc Note1% Due 5/3/2018

1,000,000.00 03/24/20161.02 %

999,560.00999,732.73

99.661.27 %

996,632.002,444.44

0.26 %(3,100.73)

Aa1 / AA+NR

1.251.24


240,000.00 09/24/20151.24 %

238,533.60239,286.86

99.661.27 %

239,191.68586.67

0.06 %(95.18)

Aa1 / AA+NR

1.251.24


190,000.00 10/07/20151.09 %

189,561.10189,782.32

99.661.27 %

189,360.08464.44

0.05 %(422.24)

Aa1 / AA+NR

1.251.24

747525AG8 Qualcomm Inc Note1.4% Due 5/18/2018

350,000.00 07/28/20160.95 %

352,824.50352,036.89

99.901.47 %

349,651.05966.39

0.09 %(2,385.84)

A1 / A+NR

1.291.28

166764AE0 Chevron Corp Callable Note Cont 5/24/20181.718% Due 6/24/2018

1,000,000.00 03/23/20161.42 %

1,006,470.001,004,061.59

100.341.45 %

1,003,399.001,765.72

0.26 %(662.59)

Aa2 / AA-NR

1.391.30

02665WAW1 American Honda Finance Note1.6% Due 7/13/2018

500,000.00 06/29/20161.00 %

506,040.00504,313.46

100.151.49 %

500,752.50400.00

0.13 %(3,560.96)

A1 / A+NR

1.451.43

24422ESX8 John Deere Capital Corp Note1.6% Due 7/13/2018

260,000.00 10/01/20151.47 %

260,904.80260,478.59

100.151.50 %

260,387.40208.00

0.07 %(91.19)

A2 / AA

1.451.43

89236TCP8 Toyota Motor Credit Corp Note1.55% Due 7/13/2018

900,000.00 06/29/20160.99 %

910,206.00907,288.32

100.001.55 %

900,043.20697.50

0.23 %(7,245.12)

Aa3 / AA-A

1.451.43

24422ETA7 John Deere Capital Corp Note1.75% Due 8/10/2018

865,000.00 11/16/20161.43 %

869,662.35869,145.44

100.301.55 %

867,626.147,190.31

0.23 %(1,519.30)

A2 / AA

1.521.49









Moody/S&P Fitch

MaturityDuration

US CORPORATE

084664BY6 Berkshire Hathaway Note2% Due 8/15/2018

310,000.00 06/28/20160.91 %

317,077.30315,132.76

100.821.46 %

312,551.302,858.89

0.08 %(2,581.46)

Aa2 / AAA+

1.541.50

24422EQV4 John Deere Capital Corp Note5.75% Due 9/10/2018

210,000.00 06/28/20161.14 %

230,949.60225,386.19

106.501.63 %

223,651.894,796.46

0.06 %(1,734.30)

A2 / AA

1.611.52


1,400,000.00 Various1.05 %

1,542,236.001,504,568.10

106.501.63 %

1,491,012.6031,976.38

0.39 %(13,555.50)

A2 / AA

1.611.52

89236TAY1 Toyota Motor Credit Corp Note2% Due 10/24/2018

240,000.00 09/25/20151.77 %

241,639.20240,932.37

100.631.63 %

241,515.601,293.33

0.06 %583.23

Aa3 / AA-A

1.731.69

91159HHE3 US Bancorp Callable Note Cont 10/15/20181.95% Due 11/15/2018

405,000.00 07/06/20160.99 %

413,662.95411,551.89

100.601.59 %

407,447.011,667.25

0.11 %(4,104.88)

A1 / A+AA

1.791.67

94974BFQ8 Wells Fargo Corp Note2.15% Due 1/15/2019

290,000.00 08/22/20161.32 %

295,646.30294,635.83

100.581.85 %

291,674.17277.11

0.08 %(2,961.66)

A2 / AAA-

1.961.91


830,000.00 08/22/20161.32 %

846,160.10843,268.07

100.581.85 %

834,791.60793.11

0.22 %(8,476.47)

A2 / AAA-

1.961.91


65,000.00 08/22/20161.32 %

66,265.5566,039.07

100.581.85 %

65,375.2562.11

0.02 %(663.82)

A2 / AAA-

1.961.91

17275RAE2 Cisco Systems Note4.95% Due 2/15/2019

310,000.00 07/28/20161.09 %

339,986.30334,093.74

106.601.64 %

330,474.577,075.75

0.09 %(3,619.17)

A1 / AA-NR

2.041.91


280,000.00 11/30/20161.70 %

299,608.40298,134.24

106.601.64 %

298,493.166,391.00

0.08 %358.92

A1 / AA-NR

2.041.91

037833BQ2 Apple Inc Note1.7% Due 2/22/2019

340,000.00 07/28/20161.05 %

345,542.00344,460.89

100.251.58 %

340,836.402,536.77

0.09 %(3,624.49)

Aa1 / AA+NR

2.062.00

69371RM86 Paccar Financial Corp Note1.65% Due 2/25/2019

170,000.00 11/30/20161.70 %

169,809.60169,824.46

99.851.72 %

169,742.621,215.50

0.04 %(81.84)

A1 / A+NR

2.072.01

69371RM86 Paccar Financial Corp Note1.65% Due 2/25/2019

1,000,000.00 12/22/20161.83 %

996,170.00996,337.76

99.851.72 %

998,486.007,150.00

0.26 %2,148.24

A1 / A+NR

2.072.01

166751AJ6 ChevronTexaco Corp Note4.95% Due 3/3/2019

430,000.00 07/06/20161.15 %

472,410.90463,608.12

106.711.67 %

458,838.818,750.50

0.12 %(4,769.31)

Aa2 / AA-NR

2.081.96


95,000.00 07/06/20161.15 %

104,369.85102,425.05

106.711.67 %

101,371.371,933.25

0.03 %(1,053.68)

Aa2 / AA-NR

2.081.96


35,000.00 07/06/20161.15 %

38,452.0537,735.55

106.711.67 %

37,347.35712.25

0.01 %(388.20)

Aa2 / AA-NR

2.081.96

24422ESK6 John Deere Capital Corp Note1.95% Due 3/4/2019

75,000.00 12/27/20161.83 %

75,195.7575,187.93

100.421.75 %

75,312.68597.19

0.02 %124.75

A2 / AA

2.092.03

084664CG4 Berkshire Hathaway Note1.7% Due 3/15/2019

75,000.00 12/27/20161.81 %

74,819.2574,826.74

100.021.69 %

75,014.55481.67

0.02 %187.81

Aa2 / AAA+

2.122.06

30231GAD4 Exxon Mobil Corp Callable Note Cont 2/15/20191.819% Due 3/15/2019

1,000,000.00 12/02/20161.64 %

1,003,980.001,003,723.54

100.451.59 %

1,004,451.006,871.78

0.26 %727.46

Aaa / AA+NR

2.121.98









Moody/S&P Fitch

MaturityDuration

US CORPORATE

94974BFU9 Wells Fargo Corp Note2.125% Due 4/22/2019

60,000.00 05/13/20161.48 %

61,113.0060,849.83

100.451.92 %

60,271.14350.63

0.02 %(578.69)

A2 / AAA-

2.222.15

91159HHH6 US Bancorp Callable Note Cont 3/25/20192.2% Due 4/25/2019

255,000.00 01/05/20161.95 %

257,009.40256,355.18

100.881.78 %

257,242.981,496.00

0.07 %887.80

A1 / A+AA

2.232.08


190,000.00 02/08/20161.55 %

193,769.60192,610.35

100.881.78 %

191,671.241,114.67

0.05 %(939.11)

A1 / A+AA

2.232.08


40,000.00 09/24/20151.71 %

40,661.6040,410.87

100.881.78 %

40,351.84234.67

0.01 %(59.03)

A1 / A+AA

2.232.08


70,000.00 12/27/20161.86 %

70,515.2070,494.46

100.881.78 %

70,615.72410.67

0.02 %121.26

A1 / A+AA

2.232.08


265,000.00 Various1.39 %

271,031.60269,503.29

100.881.78 %

267,330.941,554.67

0.07 %(2,172.35)

A1 / A+AA

2.232.08


75,000.00 Various1.42 %

76,664.4076,228.42

100.881.78 %

75,659.70440.00

0.02 %(568.72)

A1 / A+AA

2.232.08

69371RN28 Paccar Financial Corp Note1.3% Due 5/10/2019

90,000.00 07/28/20161.16 %

90,355.5090,291.63

99.081.71 %

89,172.45263.25

0.02 %(1,119.18)

A1 / A+NR

2.272.22


265,000.00 07/28/20161.16 %

266,046.75265,858.69

99.081.71 %

262,563.33775.13

0.07 %(3,295.36)

A1 / A+NR

2.272.22


70,000.00 12/28/20161.86 %

69,094.2069,127.43

99.081.71 %

69,356.35204.75

0.02 %228.92

A1 / A+NR

2.272.22

717081DL4 Pfizer Inc. Note2.1% Due 5/15/2019

1,000,000.00 10/31/20161.37 %

1,018,230.001,016,456.38

101.111.60 %

1,011,133.004,433.33

0.26 %(5,323.38)

A1 / AAA+

2.282.22

89236TDE2 Toyota Motor Credit Corp Note1.4% Due 5/20/2019

595,000.00 08/30/20161.26 %

597,153.90596,828.26

99.061.82 %

589,433.181,642.86

0.15 %(7,395.08)

Aa3 / AA-A

2.302.25


600,000.00 08/30/20161.27 %

602,058.00601,746.86

99.061.82 %

594,386.401,656.67

0.15 %(7,360.46)

Aa3 / AA-A

2.302.25


325,000.00 12/12/20161.85 %

321,506.25321,692.04

99.061.82 %

321,959.30897.36

0.08 %267.26

Aa3 / AA-A

2.302.25

717081DU4 Pfizer Inc. Note1.45% Due 6/3/2019

555,000.00 01/23/20171.58 %

553,346.10553,359.22

99.551.65 %

552,513.601,296.55

0.14 %(845.62)

A1 / AAA+

2.342.28

68389XAG0 Oracle Corp Note5% Due 7/8/2019

110,000.00 01/31/20171.61 %

118,874.80118,874.80

107.821.71 %

118,602.88351.39

0.03 %(271.92)

A1 / AA-A+

2.432.30

02665WBE0 American Honda Finance Note1.2% Due 7/12/2019

1,300,000.00 07/27/20161.22 %

1,299,064.001,299,221.94

98.331.90 %

1,278,295.20823.33

0.33 %(20,926.74)

A1 / A+NR

2.442.39

89236TBP9 Toyota Motor Credit Corp Note2.125% Due 7/18/2019

70,000.00 06/28/20161.24 %

71,845.9071,495.25

100.591.88 %

70,411.5353.72

0.02 %(1,083.72)

Aa3 / AA-A

2.462.39









Moody/S&P Fitch

MaturityDuration

US CORPORATE


265,000.00 06/28/20161.24 %

271,988.05270,660.60

100.591.88 %

266,557.94203.35

0.07 %(4,102.66)

Aa3 / AA-A

2.462.39

084670BL1 Berkshire Hathaway Note2.1% Due 8/14/2019

1,000,000.00 12/21/20161.85 %

1,006,490.001,006,236.57

100.971.71 %

1,009,668.009,741.67

0.26 %3,431.43

Aa2 / AAA+

2.532.44

02665WAH4 American Honda Finance Note2.25% Due 8/15/2019

400,000.00 12/16/20162.01 %

402,464.00402,361.48

100.761.94 %

403,021.604,150.00

0.11 %660.12

A1 / A+NR

2.542.43

084664CK5 Berkshire Hathaway Note1.3% Due 8/15/2019

2,400,000.00 08/30/20161.29 %

2,400,552.002,400,475.34

98.931.73 %

2,374,204.8014,386.67

0.62 %(26,270.54)

Aa2 / AAA+

2.542.47


245,000.00 08/30/20161.31 %

244,928.95244,938.79

98.931.73 %

242,366.741,468.64

0.06 %(2,572.05)

Aa2 / AAA+

2.542.47

17275RBG6 Cisco Systems Note1.4% Due 9/20/2019

780,000.00 09/27/20161.32 %

781,809.60781,605.77

99.001.79 %

772,201.563,973.66

0.20 %(9,404.21)

A1 / AA-NR

2.642.56


75,000.00 12/27/20161.89 %

74,021.2574,053.43

99.001.79 %

74,250.15382.08

0.02 %196.72

A1 / AA-NR

2.642.56

68389XAX3 Oracle Corp Note2.25% Due 10/8/2019

760,000.00 08/16/20161.23 %

783,788.00780,393.66

101.251.77 %

769,476.445,367.51

0.20 %(10,917.22)

A1 / AA-A+

2.682.58


1,500,000.00 10/31/20161.45 %

1,534,230.001,531,363.73

101.251.77 %

1,518,703.5010,593.75

0.39 %(12,660.23)

A1 / AA-A+

2.682.58


400,000.00 12/16/20161.90 %

403,852.00403,695.59

101.251.77 %

404,987.602,825.00

0.11 %1,292.01

A1 / AA-A+

2.682.58


75,000.00 12/27/20161.90 %

75,696.0075,673.63

101.251.77 %

75,935.18529.69

0.02 %261.55

A1 / AA-A+

2.682.58

166764AN0 Chevron Corp Callable Note Cont 10/15/20192.193% Due 11/15/2019

300,000.00 01/31/20171.77 %

303,432.00303,432.00

100.971.82 %

302,909.701,388.90

0.08 %(522.30)

Aa2 / AA-NR

2.792.61

717081EB5 Pfizer Inc. Note1.7% Due 12/15/2019

1,200,000.00 01/27/20171.70 %

1,200,012.001,200,011.92

99.921.73 %

1,199,076.003,966.67

0.31 %(935.92)

A1 / AAA+

2.872.78


685,000.00 11/22/20161.76 %

683,794.40683,860.89

99.921.73 %

684,472.552,264.30

0.18 %611.66

A1 / AAA+

2.872.78

30231GAG7 Exxon Mobil Corp Callable Note Cont 2/6/20201.912% Due 3/6/2020

1,000,000.00 05/19/20161.75 %

1,006,080.001,004,994.41

100.011.91 %

1,000,088.007,701.11

0.26 %(4,906.41)

Aaa / AA+NR

3.102.90


218,000.00 05/31/20161.73 %

219,427.90219,182.14

100.011.91 %

218,019.181,678.84

0.06 %(1,162.96)

Aaa / AA+NR

3.102.90


465,000.00 05/31/20161.73 %

468,045.75467,521.53

100.011.91 %

465,040.923,581.02

0.12 %(2,480.61)

Aaa / AA+NR

3.102.90

46625HLW8 JP Morgan Chase Callable Note Cont 5/23/20202.75% Due 6/23/2020

250,000.00 04/26/20162.21 %

255,260.00254,318.48

101.252.36 %

253,129.25725.69

0.07 %(1,189.23)

A3 / A-A+

3.393.22









Moody/S&P Fitch

MaturityDuration

US CORPORATE


35,000.00 04/26/20162.21 %

35,736.4035,604.59

101.252.36 %

35,438.10101.60

0.01 %(166.49)

A3 / A-A+

3.393.22


80,000.00 06/28/20161.86 %

82,657.6082,267.92

101.252.36 %

81,001.36232.22

0.02 %(1,266.56)

A3 / A-A+

3.393.22


65,000.00 06/28/20161.86 %

67,159.3066,842.69

101.252.36 %

65,813.61188.68

0.02 %(1,029.08)

A3 / A-A+

3.393.22

458140AQ3 Intel Corp Note2.45% Due 7/29/2020

590,000.00 06/09/20161.57 %

610,756.20607,627.79

101.571.98 %

599,274.8080.30

0.15 %(8,352.99)

A1 / A+A+

3.493.34

713448DC9 Pepsico Inc. Callable Note Cont 9/14/20202.15% Due 10/14/2020

300,000.00 06/07/20161.60 %

306,768.00305,777.50

100.412.03 %

301,231.501,917.08

0.08 %(4,546.00)

A1 / AA

3.703.45

46625HHU7 JP Morgan Chase Note4.25% Due 10/15/2020

70,000.00 12/27/20162.74 %

73,774.4073,687.74

106.092.52 %

74,260.97875.97

0.02 %573.23

A3 / A-A+

3.713.39

46625HNX4 JP Morgan Chase Callable Note Cont 09/29/20202.55% Due 10/29/2020

200,000.00 05/05/20162.07 %

204,016.00203,366.22

100.332.45 %

200,658.001,303.33

0.05 %(2,708.22)

A3 / A-A+

3.753.46


685,000.00 05/27/20162.24 %

693,795.40692,526.55

100.332.45 %

687,253.654,463.91

0.18 %(5,272.90)

A3 / A-A+

3.753.46

94974BGR5 Wells Fargo Corp Note2.55% Due 12/7/2020

1,000,000.00 05/19/20162.21 %

1,014,540.001,012,394.31

100.122.52 %

1,001,172.003,825.00

0.26 %(11,222.31)

A2 / AAA-

3.853.63

92826CAB8 Visa Inc Note2.2% Due 12/14/2020

300,000.00 06/07/20161.71 %

306,360.00305,482.42

100.452.08 %

301,335.90861.67

0.08 %(4,146.52)

A1 / A+NR

3.873.68


460,000.00 06/09/20161.69 %

470,207.40468,798.55

100.452.08 %

462,048.381,321.22

0.12 %(6,750.17)

A1 / A+NR

3.873.68


65,000.00 06/09/20161.69 %

66,442.3566,243.27

100.452.08 %

65,289.45186.69

0.02 %(953.82)

A1 / A+NR

3.873.68


405,000.00 Various1.70 %

413,808.75412,593.09

100.452.08 %

406,803.471,163.25

0.11 %(5,789.62)

A1 / A+NR

3.873.68

949746RS2 Wells Fargo Company Note2.5% Due 3/4/2021

450,000.00 04/26/20162.26 %

454,882.50454,156.99

99.002.76 %

445,487.854,593.75

0.12 %(8,669.14)

A2 / AAA-

4.093.82


175,000.00 04/26/20162.26 %

176,898.75176,616.61

99.002.76 %

173,245.281,786.46

0.05 %(3,371.33)

A2 / AAA-

4.093.82


65,000.00 04/26/20162.26 %

65,705.2565,600.45

99.002.76 %

64,348.25663.54

0.02 %(1,252.20)

A2 / AAA-

4.093.82









Moody/S&P Fitch

MaturityDuration

Total US Corporate 45,048,000.00 1.44 %45,786,147.2045,589,436.24 1.70 %

45,329,370.22295,812.67

11.78 %(260,066.02)

A1 / AA-A+

2.122.03

TOTAL PORTFOLIO 386,086,197.22 0.54 %387,756,923.95387,373,490.42 0.59 %

386,682,846.48681,831.94

100.00 %(690,643.94)

Aaa / AA+AAA

5.785.75

TOTAL MARKET VALUE PLUS ACCRUED 387,364,678.42


Transaction Ledger12/31/16 Thru 1/31/17


Transaction Type

Settlement Date CUSIP Quantity Security Description Price

Acq/DispYield Amount

Interest Pur/Sold Total Amount Gain/Loss

ACQUISITIONS

Purchase 01/05/2017 36960LQV0 100,000.00 General Electric Co Discount CP0.78% Due 3/29/2017

99.820 0.79 % 99,820.17 0.00 99,820.17 0.00

Purchase 01/18/2017 3133EGW92 65,000.00 FFCB Note1.5% Due 12/19/2019

100.047 1.48 % 65,030.55 78.54 65,109.09 0.00


100.047 1.48 % 180,084.60 217.50 180,302.10 0.00


100.047 1.48 % 500,235.00 604.17 500,839.17 0.00


100.047 1.48 % 80,037.60 96.66 80,134.26 0.00


100.047 1.48 % 230,108.10 277.92 230,386.02 0.00

Purchase 01/23/2017 5353480$7 4,560,919.00 US Treasury SLGSDue 1/15/2027 100.000 4,560,919.00 0.00 4,560,919.00 0.00

Purchase 01/24/2017 3133EG3J2 140,000.00 FFCB Note1.55% Due 1/10/2020

100.022 1.54 % 140,030.80 84.39 140,115.19 0.00

Purchase 01/24/2017 3133EG3J2 415,000.00 FFCB Note1.55% Due 1/10/2020

100.022 1.54 % 415,091.30 250.15 415,341.45 0.00

Purchase 01/24/2017 3133EGK87 110,000.00 FFCB Note1.02% Due 9/24/2018

99.740 1.18 % 109,714.00 190.12 109,904.12 0.00

Purchase 01/24/2017 3133EGK87 340,000.00 FFCB Note1.02% Due 9/24/2018

99.740 1.18 % 339,116.00 587.63 339,703.63 0.00

Purchase 01/24/2017 717081DU4 140,000.00 Pfizer Inc. Note1.45% Due 6/3/2019

99.702 1.58 % 139,582.80 287.58 139,870.38 0.00

Purchase 01/24/2017 717081DU4 415,000.00 Pfizer Inc. Note1.45% Due 6/3/2019

99.702 1.58 % 413,763.30 852.48 414,615.78 0.00

Purchase 01/24/2017 912828D23 135,000.00 US Treasury Note1.625% Due 4/30/2019

100.766 1.28 % 136,034.05 515.11 136,549.16 0.00

Purchase 01/24/2017 912828D23 410,000.00 US Treasury Note1.625% Due 4/30/2019

100.766 1.28 % 413,140.44 1,564.40 414,704.84 0.00

Purchase 01/30/2017 3133EG3J2 2,600,000.00 FFCB Note1.55% Due 1/10/2020

99.965 1.56 % 2,599,090.00 2,238.89 2,601,328.89 0.00

Purchase 01/30/2017 4581X0CP1 2,600,000.00 Inter-American Dev Bank Note1.875% Due 6/16/2020

100.221 1.81 % 2,605,746.00 5,958.33 2,611,704.33 0.00

Purchase 01/30/2017 717081EB5 1,200,000.00 Pfizer Inc. Note1.7% Due 12/15/2019

100.001 1.70 % 1,200,012.00 3,910.00 1,203,922.00 0.00

Purchase 01/31/2017 166764AN0 300,000.00 Chevron Corp Callable Note Cont 10/15/20192.193% Due 11/15/2019

101.144 1.77 % 303,432.00 1,388.90 304,820.90 0.00

Page 1



Transaction Type




ACQUISITIONS

Purchase 01/31/2017 68389XAG0 110,000.00 Oracle Corp Note5% Due 7/8/2019

108.068 1.61 % 118,874.80 351.39 119,226.19 0.00

Subtotal 14,630,919.00 14,649,862.51 19,454.16 14,669,316.67 0.00

TOTAL ACQUISITIONS 14,630,919.00 14,649,862.51 19,454.16 14,669,316.67 0.00

DISPOSITIONS

Maturity 01/12/2017 912796KC2 26,628,000.00 US Treasury Bill0.297% Due 1/12/2017

100.000 26,628,000.00 0.00 26,628,000.00 0.00


100.000 21,805,000.00 0.00 21,805,000.00 0.00


100.000 7,715,000.00 0.00 7,715,000.00 0.00

Maturity 01/15/2017 912828A91 225,000.00 US Treasury Note0.75% Due 1/15/2017

100.000 225,000.00 0.00 225,000.00 0.00


100.000 60,000.00 0.00 60,000.00 0.00


100.000 170,000.00 0.00 170,000.00 0.00


100.000 480,000.00 0.00 480,000.00 0.00


100.000 75,000.00 0.00 75,000.00 0.00

Maturity 01/27/2017 3137EADU0 1,300,000.00 FHLMC Note0.5% Due 1/27/2017

100.000 1,300,000.00 0.00 1,300,000.00 0.00

Maturity 01/31/2017 912828SC5 380,000.00 US Treasury Note0.875% Due 1/31/2017

100.000 380,000.00 0.00 380,000.00 0.00

Subtotal 58,838,000.00 58,838,000.00 0.00 58,838,000.00 0.00

TOTAL DISPOSITIONS 58,838,000.00 58,838,000.00 0.00 58,838,000.00 0.00

Page 2

Accrued Interest. The interest that has accumulated on a bond since the last interest payment up to, but not including, the

settlement date.

Basis Point. Unit of interest rates or yields expressed as a percentage. One hundred basis points equal one percent.

Book Value. The value at which an asset is carried on a balance sheet. To calculate, take the cost of an asset adjusted for

the cumulative amortization of premium/discount recorded to date.

Book Yield. The yield that equates the current amortized value of the security to its periodic future cash flows.

Call Risk. This reflects the danger that a bond might be called or redeemed during a period of declining interest rates. When

high-yielding investments are called during periods of declining interest rates, investors must then reinvest the proceeds in

obligations that have lower yields. Fund managers can reduce this risk by holding issues with longer periods of call

protection.

Cost Value. The original price paid for the investment, excluding interest purchased.

Coupon Rate. The annual interest rate that a debt issuer promises to pay an investor.

Credit Risk. Reflects the possibility that the issuer will not make promised interest and principal payments on time or in full.

Treasury securities are considered to have no risk.

Discount. The amount which is deducted from the par value when purchasing a security that has a coupon rate lower than

the current market value.

Duration. The weighted average time to maturity of a bond where the weights are the present value of future cash flows.

Duration measures the price sensitivity of a bond to changes in interest rates.

Event Risk. This reflects the chance that a leveraged buyout, takeover, or other recapitalization would materially weaken the

claims of existing bondholders, sometimes to the benefit of stockholders. A classic example was the buyout of RJR Nabisco.

The company’s bond prices declined after its creditworthiness was downgraded to reflect a higher debt load.

Fixed Income Security. A debt instrument with a fixed or variable interest component and a maturity date.

Gain/Loss. The unrealized gain or loss on the security, compared to either cost or amortized value, as of the date of the

report.

Investment Definitions Exhibit #5

Page 1

Interest Pur/Sold. The accrued interest purchased or sold on the transaction. When a bond is purchased or sold between

coupon payment dates, the accrued interest up to the settlement date of the transaction is included in the net proceeds.

Interest Rate (or Market) Risk. The risk that the market value of the portfolio will rise or fall when interest rates fluctuate.

When interest rates rise, bond prices fall. The longer the maturity of the bond and the lower the coupon rate, the greater the

vulnerability to a change in interest rates.

Liquidity Risk. Esoteric securities and other thinly traded securities carry the danger of not being easily or quickly sold. This

means that the fund manager may have to accept a sub-optimal bid for securities if a competitive market does not exist and

the manager must liquidate the position on short notice.

Market Value. The current fair value of an investment, as determined by transactions between willing buyers and sellers.

Maturity Date. The date on which the principal or last principal payment on a debt is due and payable.

Money Market Security. A short-term debt instrument such as a treasury bill or commercial paper.

Mkt YTM (Market Yield to Maturity). The internal rate of return that equates the periodic future cash flows (interest

payments and redemption value) to the market price, assuming that all cash flows are invested at the same yield to maturity

rate.

Par Value/Units. The face value of a security which represents the amount to be paid by the issuer at maturity.

Premium. The amount above the par value which is paid to purchase a security that has a coupon rate higher than the

current market rate.

Reinvestment Risk. When interest rates fall, so do the rates at which bond interest payments can be reinvested. This

reduces realized yields, since the bondholder will earn less “interest on interest.” Zero-coupon bonds do not make periodic

interest payments, and as such, are not subject to reinvestment risk.

Yield. The internal rate of return on an investment. Yield encompasses the following factors: historical cost, coupon rate,

interest payments and their reinvestment and maturity date.


Page 2

125 Pacifica, Irvine, CA 92618 949/754-3400 FAX 949/754-3467 DATE: March 9, 2017 TO: San Joaquin Hills Transportation Corridor Agency Board of Directors FROM: Maria Fazio, Manager, Budget and Planning SUBJECT: Second Quarter Fiscal Year 2017 Budget Status Report STAFF RECOMMENDATION: Receive and file. BACKGROUND: The Board of Directors approved the San Joaquin Hills Transportation Corridor Agency (SJHTCA) Fiscal Year 2017 (FY17) budget on June 9, 2016.

Budget amendments are generally proposed when a marked change in operating results is anticipated to have a measurable impact on future revenues or expenses. There have been no budget amendments through the second quarter of FY17. Since all budget appropriations lapse at year-end, expense line items are not routinely adjusted down. The Chief Executive Officer (CEO) has the authority to make budget transfers and reallocate funds within the major categories of Administration, Planning, Environmental and Construction, Toll Operations, and Debt Expenses, subject to controls in place under the 1997 and 2014 Indentures of Trust, the Board’s approved Contracts and Procurement Manual, Investment Policy, Staffing and Compensation Plan, and the Agency’s enabling legislation. The approved sources budget for FY17 is $266.5 million, which includes $185.6 million of revenue, $19.1 million of cash on hand restricted for debt service, and $61.8 million of available cash. The expenditures budget for FY17 totals $139.6 million. The attached report analyzes variances based on year-to-date unaudited revenues and expenditures.

Second Quarter Fiscal Year 2017 Budget Status Report File No. 2016S-004 March 9, 2017 Page 2

DISCUSSION: Revenue Summary FY17 revenues for the six months ended December 31, 2016, of $93.4 million represent 50.4% of the $185.6 million in annual budgeted revenues. Variances by type of revenue and detailed explanations are included below.

Annual Above/(Below) % of Original Amendments Amended Actual Original OriginalBudget & Transfers Budget To Date Budget Budget*

Revenues:

Net Toll Revenue 144,319 - 144,319 75,071 (69,248) 52.0% (1)

Penalties 25,800 - 25,800 11,019 (14,781) 42.7% (2)

Fees 9,313 - 9,313 4,645 (4,668) 49.9% (3)

Development Impact Fees 5,000 - 5,000 1,885 (3,115) 37.7% (4)

Interest Earnings 1,132 - 1,132 825 (307) 72.9% (5)

Total Revenues 185,564 - 185,564 93,445 (92,119) 50.4%

*50% Target as of end of second quarter

Description

San Joaquin Hills Transportation Corridor AgencyBudget to Actual Revenues

Six Months Ended December 31, 2016($000)

(1) At the end of the second quarter of FY17, the Agency had recorded net toll revenue of $75.1 million, or 52.0% of the annual budget. Revenue is above target due to increased transactions.

(2) Penalties were budgeted for FY17 at $25.8 million. Actual revenue received totaled

$11.0 million, or 42.7% of the annual budget. Violation penalty revenue is recorded on a cash basis when it is collected, often many months after the related transactions occur on our roads. The Agency continues to waive penalties for first time violations and has expanded toll account programs with major rental car agencies thereby improving customer service and reducing potential violations. The effects of these programs may result in penalties revenue being below budget for FY17. The Agency will continue to monitor this item.

(3) Fees were budgeted for FY17 at $9.3 million. Actual year-to-date revenue received

totaled $4.6 million, or 49.9% of the annual budget. Fees revenue consists of account maintenance fees on FasTrak® accounts and other miscellaneous fees related to operations as well as fees related to programs with San Francisco Airport and rental car agencies.

(4) Development Impact Fee collections totaled $1.8 million, representing 37.7% of the

annual budget. Development impact fees, assessed on new residential and non-residential (commercial, industrial, etc.) development, are highly cyclical as they


are based on market conditions. The budget was based on recent collection trends; however, the exact timing of receipts is not known.

(5) Interest earnings for the fiscal year are higher than the annual budget at $825,000,

or 72.9% primarily resulting from working with the Agency’s investment advisor to implement an active management strategy which has allowed the Agency to take advantage of the Federal Open Market Committee increasing the Fed Funds interest rate.

Expenditures Summary Through the end of the second quarter of FY17 actual expenditures on an accrual basis of $87.0 million represent 62.3% of the $139.6 million annual amended expenditures budget primarily due to the timing of debt service payments. Variances by expenditure and explanations of any significant variances are provided below. A detailed expenditure report by category follows the summary explanations.

Prorated% of Amended

Amendments Annual Amended Prorated Budget vsOriginal & Amended Actual Balance Budget Amended ActualsBudget Transfers Budget To Date Remaining Expended Budget Variance

Administration:

Nonoperating Administration 1,599 - 1,599 604 995 37.8% 800 196

Toll Operating Administration 7,009 - 7,009 3,309 3,700 47.2% 3,505 196

Total Administration 8,608 - 8,608 3,913 4,695 45.5% 4,305 392 (6)

Planning, Environmental and Construction 10,005 - 10,005 153 9,852 1.5% 5,004 4,851 (7)

Toll Operations:

Customer Service and Toll Compliance 10,867 79 10,946 4,724 6,222 43.2% 5,473 749

Toll Systems 1,399 (75) 1,324 499 825 37.7% 662 163

Toll Facilities 283 - 283 90 193 31.8% 142 52

Operations Equipment 1,931 (4) 1,927 907 1,020 47.1% 964 57

Total Toll Operations 14,480 - 14,480 6,220 8,260 43.0% 7,241 1,021 (8)

Debt 106,490 - 106,490 76,705 29,785 72.0% 76,705 - (9)

Total Expenditures 139,583 - 139,583 86,991 52,592 62.3% 93,255 6,264


San Joaquin Hills Transportation Corridor AgencyBudget to Actual Expenditures


Description

(6) Total Administration expenditures were $3.9 million or 45.5% of the $8.6 million annual amended budget. The variance of $392,000 between the prorated amended budget and year-to-date expenses in this category is explained as follows: • Salaries, benefits, and employer taxes were approximately $27,000 lower than

the prorated amended budget. These items are considered on track with the annual budget.

• Insurance is lower than the prorated amended budget by $48,000 primarily due to the self-insured retention that has not been used and renewals of other


policies that came in under budget. Coverage for various policies has been combined into other policies also resulting in savings.

• Legal is higher than the prorated amended budget by $46,000 primarily as a

result of operations litigation costs. Most of the costs are expected to be reimbursed later in the fiscal year. This item is being closely monitored.

• Consulting and Other Services is lower than the prorated amended budget by $134,000 and are incurred as needed.

• Marketing is lower than the prorated amended budget by $76,000 at the end of

the second quarter of the fiscal year due to lower actual paid media than forecasted. Increased media spending will occur in the spring and this item is considered on track with the annual budget.

• Pacifica Fixed Assets is lower than the prorated amended budget by $28,000. These expenses are incurred as or expected to occur later in the fiscal year.

• Several expenses including Board Compensation, Office Expense, Education,

Seminars and Memberships, Transportation and Travel, and Office Equipment, comprise $125,000 of the remaining Administrative Expenses that are under the prorated amended budget. These expenses are incurred on an as needed basis.

(7) Expenditures in the Planning, Environmental and Construction categories totaled

$153,000 or 1.5% of the $10.0 million annual amended budget. The variance of $4.9 million between the prorated amended budget and actual results to date is a result of the following: • The Toll Booth Removal project is budgeted at $2.6 million and is under the

prorated amended budget by $1.3 million due to commencement of the project later in the fiscal year. The design work for this project is near completion and construction is anticipated to start in March 2017.

• The Signage Improvements project is under the prorated amended budget by $859,000 with expenditures through the end of the second quarter of $41,000 or 2.3% of the $1.8 million annual amended budget. The project is currently under design and alternatives are being developed for review by Caltrans. Construction is expected to start in the summer of 2017.

• The SR73 Northbound Widening Study had no expenditures through the end

of the second quarter and is $234,000 under the prorated amended budget. The study is on hold pending results of the level of service study which are expected by fiscal year end.


• The expenditures for Other Planning, Environmental, and Construction are under the prorated amended budget by $2.5 million. Most of this variance relates to delays associated with transferring the Agency’s mitigation property to the City of Newport Beach. Costs are expected to be incurred later in FY17.

(8) Expenditures in the Toll Operations category totaled $6.2 million or 43.0% of the $14.5 million annual amended budget. Toll Operations consists of costs associated with customer service, toll compliance, toll systems, toll facilities, and operations equipment. The variance of $1.0 million between the prorated amended budget and actual results through the end of the second quarter is a result of the following.

• Customer Service and Toll Compliance expenditures were under the prorated

amended budget by $749,000 and at 43.2% of the annual amended budget primarily due to labor costs that were not spent as a result of not being fully staffed through the second quarter of the fiscal year and decreased customer service expenses related to postage and printing services. The implementation of the rental car program and e-statements for new account enrollments has resulted in decreased costs in printing and postage associated with statements and violation notice mailings.

• Toll Systems is $163,000 lower than the prorated amended budget and at 37.7% of the annual amended budget. Project costs are expected to be incurred later in the fiscal year and consulting services and replacement parts in these categories are spent as needed.

• Toll Facilities is lower than the prorated amended budget by $52,000 and at 31.8% of the annual amended budget primarily due to projects, maintenance and repairs that are incurred as needed or expected to occur later in the fiscal year.

• Total Operations Equipment expenditures are under the prorated amended

budget by $57,000 and at 47.1% of the annual amended budget due to vehicle and toll equipment purchases scheduled for later this fiscal year or that are incurred as needed.

(9) FY17 Debt of $76.7 million represents 72.0% of the annual amended budget. The Agency budgets and makes debt payments as scheduled in the bond documents.

CONCLUSION: Through the end of the second quarter of FY17, the San Joaquin Hills Transportation Corridor Agency received a total of $93.4 million in revenue, or 50.4% of the annual budget. Net Toll Revenue, Fees, and Interest Earnings were at or above target at 52.0%, 49.9%, and 72.9%, respectively. Penalties and Development Impact Fees were under target at 42.7% and 37.7%, respectively.


Total expenditures were at $87.0 million or 62.3% of the annual amended budget through the end of the second quarter. Administration, Planning, Environmental and Construction, and Toll Operations were below the annual budget at 45.5%, 1.5%, and 43.0%, respectively. Debt was at an expected 72.0%.


Annual % of % ofOriginal Amendments Amended Actual Balance Budget Budget

Category Budget & Transfers Budget To Date Remaining Expended* Remaining

Administration:

Regular Salaries & Temporary Help 3,050 - 3,050 1,463 1,587 48.0% 52.0%

Board Compensation 82 - 82 15 67 18.3% 81.7%

Benefits 1,147 - 1,147 615 532 53.6% 46.4%

Employer Taxes 60 - 60 24 36 40.0% 60.0%

Insurance 721 - 721 312 409 43.3% 56.7%

Legal Expense 695 - 695 394 301 56.7% 43.3%

Telephone/Comm 55 - 55 27 28 49.1% 50.9%

Office Expense 235 - 235 74 161 31.5% 68.5%

Educ, Seminar, Membership, Mtg 112 (8) 104 40 64 38.5% 61.5%

Consulting & Other Services 764 8 772 251 521 32.5% 67.5%

Marketing 710 - 710 278 432 39.2% 60.8%

Publications & Subscriptions 5 - 5 3 2 60.0% 40.0%

Rents & Leases 605 - 605 303 302 50.1% 49.9%

Building Services 3 - 3 2 1 66.7% 33.3%

Transportation & Travel 133 - 133 29 104 21.8% 78.2%

Office Equipment 26 - 26 8 18 30.8% 69.2%

Pacifica Fixed Assets 205 - 205 75 130 36.6% 63.4%

Total Administration 8,608 - 8,608 3,913 4,695 45.5% (6) 54.5%

Planning, Environmental and Construction:

Capital Improvement Plan (CIP):

Toll Booth Removal 2,588 22 2,610 14 2,596 0.5% 99.5%

Signage Improvements 1,800 - 1,800 41 1,759 2.3% 97.7%

SR73 Northbound Widening Study 489 (22) 467 - 467 0.0% 100.0%

Total Capital Improvement Plan 4,877 - 4,877 55 4,822 1.1% 98.9%

Other Planning, Environmental and Construction:

Environmental 3,849 - 3,849 27 3,822 0.7% 99.3%

Design/Program Mgmt 556 - 556 63 493 11.3% 88.7%

Design Special Studies & Other 360 - 360 8 352 2.2% 97.8%

ROW Acquisitions, Appraisals & Other 363 - 363 - 363 0.0% 100.0%

Total Other Planning, Environ and Construction 5,128 - 5,128 98 5,030 1.9% 98.1%

Total Planning, Environ and Construction 10,005 - 10,005 153 9,852 1.5% (7) 98.5%

Toll Operations:

Customer Service & Toll Compliance 10,867 79 10,946 4,724 6,222 43.2% 56.8%

Toll Systems 1,399 (75) 1,324 499 825 37.7% 62.3%

Toll Facilities 283 - 283 90 193 31.8% 68.2%

Subtotal Toll Operations 12,549 4 12,553 5,313 7,240 42.3% 57.7%

Operations Equipment:

Transponder Equipment 1,772 - 1,772 883 889 49.8% 50.2%

Toll Equipment 159 (4) 155 24 131 15.5% 84.5%

Total Equipment 1,931 (4) 1,927 907 1,020 47.1% 52.9%

Total Toll Operations 14,480 - 14,480 6,220 8,260 43.0% (8) 57.0%

Debt Service 106,490 - 106,490 76,705 29,785 72.0% (9) 28.0%

Total Expenditures 139,583 - 139,583 86,991 52,592 62.3% 37.7%


(6), (7), (8), (9) See Expenditures Summary section of report

San Joaquin Hills Transportation Corridor AgencyBudget to Actual Expenditures

($000)Six Months Ended December 31, 2016


DATE: March 9, 2017 TO: Foothill/Eastern Transportation Corridor Agency Board of Directors FROM: Daryn Martin, Manager of Treasury Operations SUBJECT: Investment Reports – January 31, 2017 STAFF RECOMMENDATION: Receive and file. BACKGROUND: The Foothill/Eastern Transportation Corridor Agency (F/ETCA) issues a monthly report to the Board of Directors detailing the types of investments in the portfolio, the dollar amount invested in each category, the rate of interest in each category, the total portfolio yield, and the transactions for the month. DISCUSSION: Compliance Attached are the investment reports for the F/ETCA for the month ended January 31, 2017. These investment reports reflect only assets held by the Trustee (Bank of New York-Mellon), which include 2013 and 2015 indenture accounts and six non-indenture accounts. As of January 31, 2017, all indenture funds are invested in accordance with the permitted investment section of the respective indentures and all non-indenture funds are invested in compliance with both the California Government Code and F/ETCA Investment Policy. Portfolio Update Since December 31, 2016, the book value of the portfolio decreased by approximately $48.9 million to $548.0 million. The decrease in January is primarily due to debt service payments totaling $56.4 million, toll operations related expenses of $1.9 million and planning, environmental and construction related expenditures of $5.7 million. The decrease was partially offset by toll

F/E Investment Reports File No. 2017F-003 March 9, 2017 Page 2

revenue transfers of $14.1 million, the receipt of development impact fees of $0.9 million and interest income of $0.1 million. This report focuses exclusively on the earnings generated by the Agency’s investment portfolio and does not reflect the positive financial impacts resulting from the savings generated by the bond refunding. The weighted average maturity of the F/ETCA portfolio is 1.3 years. The weighted average book yield on January 31, 2017 is 1.08 percent which is 10 basis points higher than December 31, 2016. The increase is attributable to lower yielding, short term investments which matured in order to pay debt service and an increase of new security purchases being invested at higher rates. The market value of the portfolio is $1.0 million or 0.2 percent lower than book value at January 31, 2017, while the market value including accrued interest is $1.0 million or 0.2 percent higher than the book value at January 31, 2017. Market values reported herein have been obtained by Chandler Asset Management from Interactive Data Corporation. These market values are compared for reasonableness with the market values provided by the Trustee. Credit Update To maintain safety, adherence to an investment policy strategy of purchasing only top-rated securities and diversification of security types and maturities is required. As shown in Exhibit 2, approximately 62 percent of the entire portfolio is invested in U.S. Treasuries, Agency bonds and Supranationals that are rated AA+ by Standard and Poor’s and Aaa by Moody’s. The remainder of the portfolio is invested in money market investments and medium-term corporate notes, all rated in one of the three highest rating categories by at least two nationally recognized statistical rating agencies, local government investment pools rated AAA by Standard & Poor’s, and negotiable certificates of deposit and short-term commercial paper rated at least “A-1/P-1”, the highest rating by the two rating agencies noted above. Economic Update The Federal Open Market Committee (“FOMC”) unanimously voted to leave the federal funds rate unchanged at a target rate of 0.50 percent to 0.75 percent at the first FOMC meeting of the new year. The FOMC noted that economic activity has continued to expand at a moderate pace and labor market gains have remained solid, but inflation remains below target. However, the FOMC expects that inflation will rise to 2.0 percent over the medium term, suggesting that their forecast for two or three more rate hikes this year remains intact. According to federal funds futures prices, market participants are pricing in more than a 75 percent probability of a rate hike in June. Nonfarm payrolls were stronger than expected in January, up 227,000 versus the consensus forecast of 180,000. However, November and December payrolls were revised down by a net 39,000. On both a trailing 3-month and 6-month basis, payrolls increased by an average of 183,000


per month. The unemployment rate inched up to 4.8 percent from 4.7 percent, but the participation rate also increased to 62.9 percent from 62.7 percent. A broader measure of unemployment called the U-6, which includes those who are marginally attached to the labor force and employed part time for economic reasons, increased to 9.4 percent in January from 9.2 percent in December. Wage growth was disappointing, rising just 0.1 percent in January, versus expectations for a 0.3 percent increase. On a year-over-year basis, wages were up 2.5 percent in January, vs. 2.8 percent in December. The Consumer Price Index (CPI) was up 2.5 percent year-over-year in January, versus up 2.1 percent year-over-year in December. Core CPI (CPI less food and energy) was up 2.3 percent year-over-year in January, versus up 2.2 percent year-over-year in December. The Personal Consumption Expenditures (PCE) index was up 1.6 percent year-over-year in December, versus up 1.4 percent year-over-year in November. Core PCE (excluding food and energy) was up 1.7 percent year-over-year in December, unchanged year-over-year in November. Although Core CPI is trending above 2.0 percent, the FOMC's primary inflation gauge is PCE which remains below the FOMC's 2.0 percent target. Total housing starts fell 2.6 percent in January, following an 11.3 percent increase in December. Single-family starts rose 1.9 percent in January while multi-family starts declined 10.2 percent. According to the Case-Shiller 20-City home price index, home prices were up 5.3 percent year-over-year in November, compared to 5.1 percent year-over-year in October. Domestic economic data remains indicative of slow growth. The U.S. labor market continues to strengthen, consumer confidence remains solid, manufacturing trends are improving, and housing trends remain favorable. Currently, the index of leading economic indicators suggests that economic growth will remain moderate. GDP grew by 1.9 percent in the fourth quarter and market participants are forecasting GDP growth of 2.0 percent in the current quarter. Exhibits

1. Portfolio Summary By Sector

This report provides a summary of the F/ETCA total portfolio value by asset sector on a book value basis (historical cost adjusted for the cumulative amortization of premium/discount recorded to date), a market value basis (fair value based on quoted market prices) and a market value plus accrued interest basis. Also included in this report are book and market yield returns along with the percentage held within each sector based upon market value plus accrued interest.

2. Asset Sector Distribution Graphs – Market Value including Accrued Interest The pie charts are representations of the percentage of each asset sector in the portfolio based upon the market value plus accrued interest. The investment policy specifies


percentage limitations on certain asset categories. At January 31, 2017, the Agency holdings were all below the maximum percentage limits.

3. Holdings Report – Total Portfolio This report provides a detailed description and the associated ratings of each fixed income security held in the F/ETCA portfolio at January 31, 2017. This report includes all Agency security holdings including money market funds and cash. The report also includes an unrealized gain/loss position, average maturity and duration for each security. All of the Agency’s investments were rated at or above the minimum rating required per the Agency’s investment policy and debt agreements.

4. Transaction Ledger This schedule details the F/ETCA investment transactions during the month.

5. Investment Definitions

This is a list of common terminology used to describe the agency’s investment portfolio. Staff has provided this glossary to assist the Board in their review of the Agency’s investment practices.

BUDGET: N/A CONCLUSION: Attached are the monthly investment reports for the Foothill/Eastern Transportation Corridor Agency (F/ETCA) as of January 31, 2017. As of January 31, 2017, all indenture funds are invested in accordance with the permitted investment section of the respective indentures and all non-indenture funds are invested in compliance with both the California Government Code and F/ETCA Investment Policy. Attachments

Portfolio Summary By SectorAs of 1/31/2017

Foothill/Eastern Total Portfolio Exhibit #1

Sector Book Value Book Yield Market Value Accrued Interest Market Value Plus Accrued

Market Yield % Held

Money Market Fund FI $27,563,340.71 0.39% $27,563,340.71 $0.00 $27,563,340.71 0.39% 5.02 %

Local Gov Investment Pool $7,002,856.39 0.65% $7,002,856.39 $3,865.86 $7,006,722.25 0.65% 1.28 %

Negotiable CD $8,000,000.00 1.21% $8,000,000.00 $33,880.00 $8,033,880.00 1.21% 1.46 %

Commercial Paper $22,486,547.69 1.07% $22,486,547.69 $0.00 $22,486,547.69 1.07% 4.10 %

US Treasury $83,897,156.63 0.94% $83,884,541.77 $236,258.47 $84,120,800.24 0.81% 15.32 %

Agency $224,552,020.84 0.96% $224,306,307.69 $770,897.89 $225,077,205.58 0.93% 41.00 %

Supranational $29,839,938.33 1.35% $29,831,643.70 $204,706.67 $30,036,350.37 1.37% 5.47 %

US Corporate $144,707,000.03 1.44% $143,924,215.23 $759,123.99 $144,683,339.22 1.66% 26.35 %

Total Portfolio $548,048,860.62 1.08 % $546,999,453.18 $2,008,732.88 $549,008,186.06 1.11 % 100.00 %

Page 1

Sector Distribution - Market Value Including Accrued Interest Exhibit #2Foothill/Eastern Total Portfolio

Foothill/Eastern Total Portfolio

January 31, 2017

$549,008,186.06

December 31, 2016

$597,249,603.52

Page 1








Moody/S&P Fitch

MaturityDuration

MONEY MARKET FUND FI

09248U718 Blackrock Treasury Money Market Fund 19,363,260.01 Various0.38 %

19,363,260.0119,363,260.01

1.000.38 %

19,363,260.010.00

3.53 %0.00

Aaa / AAAAAA

0.000.00

316175108 Fidelity Institutional Govt Money Market Fund

8,104,879.11 Various0.43 %

8,104,879.118,104,879.11

1.000.43 %

8,104,879.110.00

1.48 %0.00

Aaa / AAANR

0.000.00

99TCASH$1 Bank of New York Cash 95,201.59 Various0.00 %

95,201.5995,201.59

1.000.00 %

95,201.590.00

0.02 %0.00

NR / NRNR

0.000.00

Total Money Market Fund FI 27,563,340.71 0.39 %27,563,340.7127,563,340.71 0.39 %

27,563,340.710.00

5.02 %0.00

Aaa / AAAAAA

0.000.00

LOCAL GOV INVESTMENT POOL

900CIP$00 Orange County Investment Pool 7,002,856.39 Various0.65 %

7,002,856.397,002,856.39

1.000.65 %

7,002,856.393,865.86

1.28 %0.00

NR / AAANR

0.000.00

Total Local Gov Investment Pool 7,002,856.39 0.65 %7,002,856.397,002,856.39 0.65 %

7,002,856.393,865.86

1.28 %0.00

NR / AAANR

0.000.00

NEGOTIABLE CD

06417GPX0 Bank of Nova Scotia Yankee CD1.21% Due 5/3/2017

8,000,000.00 09/28/20161.21 %

8,000,000.008,000,000.00

100.001.21 %

8,000,000.0033,880.00

1.46 %0.00

P-1 / A-1F-1+

0.250.25

Total Negotiable CD 8,000,000.00 1.21 %8,000,000.008,000,000.00 1.21 %

8,000,000.0033,880.00

1.46 %0.00

Aaa / AAAAA

0.250.25

COMMERCIAL PAPER

06538BQ22 Bank of Tokyo Mitsubishi NY Discount CP0.93% Due 3/2/2017

4,500,000.00 12/02/20160.95 %

4,489,537.504,496,628.75

99.930.95 %

4,496,628.750.00

0.82 %0.00

P-1 / A-1NR

0.080.08

06538BR39 Bank of Tokyo Mitsubishi NY Discount CP1.05% Due 4/3/2017

3,150,000.00 11/29/20161.07 %

3,138,607.503,144,395.63

99.821.07 %

3,144,395.630.00

0.57 %0.00

P-1 / A-1NR

0.170.17

89233GR40 Toyota Motor Credit Discount CP0.9% Due 4/4/2017

3,200,000.00 11/28/20160.92 %

3,189,920.003,195,040.00

99.850.92 %

3,195,040.000.00

0.58 %0.00

P-1 / A-1+NR

0.170.17


4,000,000.00 09/28/20161.15 %

3,973,005.563,988,825.56

99.721.15 %

3,988,825.560.00

0.73 %0.00

P-1 / A-1NR

0.250.25


1,300,000.00 09/30/20161.15 %

1,291,308.421,296,368.31

99.721.15 %

1,296,368.310.00

0.24 %0.00

P-1 / A-1NR

0.250.25


3,150,000.00 11/28/20161.00 %

3,136,794.503,142,282.50

99.761.00 %

3,142,282.500.00

0.57 %0.00

P-1 / A-1NR

0.250.25









Moody/S&P Fitch

MaturityDuration

COMMERCIAL PAPER

89233GWK8 Toyota Motor Credit Discount CP1.3% Due 9/19/2017

3,250,000.00 12/22/20161.33 %

3,218,312.503,223,006.94

99.171.33 %

3,223,006.940.00

0.59 %0.00

P-1 / A-1+NR

0.630.63

Total Commercial Paper 22,550,000.00 1.07 %22,437,485.9822,486,547.69 1.07 %

22,486,547.690.00

4.10 %0.00

Aaa / AA+NR

0.250.25

US TREASURY


345,000.00 08/05/20150.59 %

345,189.83345,004.54

100.010.43 %

345,026.91996.09

0.06 %22.37

Aaa / AA+AAA

0.040.04


50,000.00 09/24/20150.50 %

50,084.1550,002.29

100.010.43 %

50,003.90144.36

0.01 %1.61

Aaa / AA+AAA

0.040.04

912828SJ0 US Treasury Note0.875% Due 2/28/2017

8,700,000.00 06/28/20130.97 %

8,670,093.738,699,357.96

100.030.46 %

8,702,810.1032,384.67

1.59 %3,452.14

Aaa / AA+AAA

0.080.08

912828GS3 US Treasury Note4.5% Due 5/15/2017

4,000,000.00 02/27/20140.78 %

4,471,093.754,042,186.96

101.090.69 %

4,043,592.0038,784.53

0.74 %1,405.04

Aaa / AA+AAA

0.280.29

912828WH9 US Treasury Note0.875% Due 5/15/2017

345,000.00 09/23/20150.62 %

346,429.67345,247.99

100.080.60 %

345,269.45650.45

0.06 %21.46

Aaa / AA+AAA

0.280.29


6,070,000.00 03/25/20150.66 %

6,065,041.046,069,238.68

100.010.60 %

6,070,473.466,566.11

1.11 %1,234.78

Aaa / AA+AAA

0.330.33


4,535,000.00 06/16/20150.69 %

4,529,346.444,534,037.33

100.010.60 %

4,535,353.734,905.65

0.83 %1,316.40

Aaa / AA+AAA

0.330.33


395,000.00 09/23/20150.63 %

394,985.89394,996.46

100.010.60 %

395,030.81427.29

0.07 %34.35

Aaa / AA+AAA

0.330.33

912828NK2 US Treasury Note2.5% Due 6/30/2017

3,607,000.00 01/02/20141.11 %

3,777,768.913,627,434.45

100.780.61 %

3,635,177.887,971.27

0.66 %7,743.43

Aaa / AA+AAA

0.410.41


500,000.00 06/26/20150.74 %

497,482.14499,399.41

99.930.65 %

499,629.006.91

0.09 %229.59

Aaa / AA+AAA

0.500.50


50,000.00 09/24/20150.64 %

49,869.3149,964.69

99.930.65 %

49,962.900.69

0.01 %(1.79)

Aaa / AA+AAA

0.500.50


8,750,000.00 02/26/20150.87 %

8,697,050.808,737,734.50

99.970.68 %

8,747,270.0023,264.85

1.60 %9,535.50

Aaa / AA+AAA

0.580.57


500,000.00 08/05/20150.77 %

498,497.77499,579.91

99.970.68 %

499,844.001,329.42

0.09 %264.09

Aaa / AA+AAA

0.580.57


50,000.00 09/24/20150.66 %

49,970.8749,991.27

99.970.68 %

49,984.40132.94

0.01 %(6.87)

Aaa / AA+AAA

0.580.57

912828TW0 US Treasury Note0.75% Due 10/31/2017

5,000,000.00 04/23/20150.75 %

5,000,407.385,000,112.69

99.980.77 %

4,999,220.009,633.98

0.91 %(892.69)

Aaa / AA+AAA

0.750.74

912828G20 US Treasury Note0.875% Due 11/15/2017

7,000,000.00 08/27/20150.81 %

7,009,867.207,003,505.83

100.070.79 %

7,004,648.0013,197.51

1.28 %1,142.17

Aaa / AA+AAA

0.790.78









Moody/S&P Fitch

MaturityDuration

US TREASURY

912828HH6 US Treasury Note4.25% Due 11/15/2017

4,515,000.00 02/27/20141.00 %

5,048,687.114,629,457.60

102.680.83 %

4,635,988.4641,345.93

0.85 %6,530.86

Aaa / AA+AAA

0.790.77

912828UA6 US Treasury Note0.625% Due 11/30/2017

5,420,000.00 06/25/20150.89 %

5,385,508.005,408,166.84

99.840.81 %

5,411,533.965,862.99

0.99 %3,367.12

Aaa / AA+AAA

0.830.82


1,672,000.00 01/10/20141.37 %

1,632,028.751,662,631.68

99.890.87 %

1,670,236.041,108.51

0.30 %7,604.36

Aaa / AA+AAA

0.920.91


50,000.00 09/24/20150.76 %

49,992.3649,996.89

99.890.87 %

49,947.2533.15

0.01 %(49.64)

Aaa / AA+AAA

0.920.91


350,000.00 08/05/20150.93 %

349,536.33349,812.57

100.000.88 %

349,986.358.46

0.06 %173.78

Aaa / AA+AAA

1.000.99


495,000.00 08/05/20150.93 %

494,344.24494,734.92

100.000.88 %

494,980.7011.96

0.09 %245.78

Aaa / AA+AAA

1.000.99


3,075,000.00 09/23/20150.83 %

3,077,893.113,076,236.70

100.000.88 %

3,074,880.0874.33

0.56 %(1,356.62)

Aaa / AA+AAA

1.000.99


550,000.00 09/23/20150.89 %

548,068.25549,103.71

99.750.97 %

548,625.001,405.22

0.10 %(478.71)

Aaa / AA+AAA

1.161.15


5,050,000.00 06/16/20151.06 %

5,040,745.445,045,793.80

100.001.00 %

5,050,196.958,740.38

0.92 %4,403.15

Aaa / AA+AAA

1.331.32


345,000.00 08/05/20151.04 %

344,637.29344,827.31

100.001.00 %

345,013.46597.12

0.06 %186.15

Aaa / AA+AAA

1.331.32

912828XF2 US Treasury Note1.125% Due 6/15/2018

495,000.00 01/06/20161.15 %

494,692.28494,825.14

100.161.01 %

495,792.99734.34

0.09 %967.85

Aaa / AA+AAA

1.371.36

912828VK3 US Treasury Note1.375% Due 6/30/2018

1,678,000.00 01/10/20141.58 %

1,663,055.311,673,162.98

100.511.01 %

1,686,520.882,039.56

0.31 %13,357.90

Aaa / AA+AAA

1.411.40


5,015,000.00 08/05/20151.22 %

5,019,326.575,017,395.35

100.141.17 %

5,022,051.0910,849.76

0.92 %4,655.74

Aaa / AA+AAA

1.831.80


345,000.00 09/23/20151.06 %

347,009.16346,160.92

100.141.17 %

345,485.07746.39

0.06 %(675.85)

Aaa / AA+AAA

1.831.80

912828R85 US Treasury Note0.875% Due 6/15/2019

250,000.00 01/31/20171.31 %

247,442.24247,445.15

98.941.33 %

247,343.75288.46

0.05 %(101.40)

Aaa / AA+AAA

2.372.33

912828P87 US Treasury Note1.125% Due 2/28/2021

4,600,000.00 05/27/20161.35 %

4,553,116.974,559,610.11

97.451.78 %

4,482,663.2022,015.19

0.82 %(76,946.91)

Aaa / AA+AAA

4.083.94

Total US Treasury 83,802,000.00 0.94 %84,749,262.2983,897,156.63 0.81 %

83,884,541.77236,258.47

15.32 %(12,614.86)

Aaa / AA+AAA

0.900.88

AGENCY

3133EFGX9 FFCB Note0.55% Due 2/2/2017

345,000.00 10/02/20150.45 %

345,458.85345,000.95

100.000.40 %

345,001.38943.48

0.06 %0.43

Aaa / AA+AAA

0.010.00


1,000,000.00 03/28/20160.72 %

1,001,390.001,000,089.25

100.020.49 %

1,000,223.003,864.58

0.18 %133.75

Aaa / AA+AAA

0.060.06









Moody/S&P Fitch

MaturityDuration

AGENCY


4,525,000.00 06/17/20150.67 %

4,539,977.754,525,521.23

100.020.49 %

4,526,009.0817,487.24

0.83 %487.85

Aaa / AA+AAA

0.060.06


345,000.00 06/17/20150.67 %

346,141.95345,039.74

100.020.49 %

345,076.941,333.28

0.06 %37.20

Aaa / AA+AAA

0.060.06


450,000.00 06/25/20150.66 %

451,593.00450,055.86

100.020.49 %

450,100.351,739.06

0.08 %44.49

Aaa / AA+AAA

0.060.06


50,000.00 09/24/20150.55 %

50,229.0050,009.47

100.020.49 %

50,011.15193.23

0.01 %1.68

Aaa / AA+AAA

0.060.06


5,000,000.00 Various0.66 %

5,015,209.005,000,618.12

100.020.49 %

5,001,115.0019,322.92

0.91 %496.88

Aaa / AA+AAA

0.060.06

3130A4FR8 FHLB Note0.75% Due 3/2/2017

2,000,000.00 09/28/20150.60 %

2,004,240.002,000,253.94

100.020.55 %

2,000,342.006,208.33

0.37 %88.06

Aaa / AA+AAA

0.080.09

3130A4FR8 FHLB Note0.75% Due 3/2/2017

790,000.00 09/28/20150.60 %

791,674.80790,100.31

100.020.55 %

790,135.102,452.29

0.14 %34.79

Aaa / AA+AAA

0.080.09

3130A4FR8 FHLB Note0.75% Due 3/2/2017

45,000.00 09/28/20150.60 %

45,095.4045,005.71

100.020.55 %

45,007.70139.69

0.01 %1.99

Aaa / AA+AAA

0.080.09


1,000,000.00 03/24/20160.71 %

1,002,732.001,000,295.81

100.050.50 %

1,000,510.003,972.22

0.18 %214.19

Aaa / AA+AAA

0.100.10


9,000,000.00 Various0.62 %

9,048,878.009,003,505.96

100.050.50 %

9,004,590.0035,750.00

1.65 %1,084.04

Aaa / AA+AAA

0.100.10


4,965,000.00 08/06/20150.68 %

4,970,759.404,965,420.85

100.030.52 %

4,966,345.5214,170.94

0.91 %924.67

Aaa / AA+AAA

0.120.12


50,000.00 09/24/20150.60 %

50,111.0050,008.97

100.030.52 %

50,013.55142.71

0.01 %4.58

Aaa / AA+AAA

0.120.12

30769QAA8 Farmer Mac Note5.125% Due 4/19/2017

8,750,000.00 11/13/20130.97 %

9,973,687.508,828,279.05

100.980.57 %

8,836,126.25127,057.29

1.63 %7,847.20

Aa1 / NRAA-

0.210.22

3135G0ZB2 FNMA Note0.75% Due 4/20/2017

2,000,000.00 03/23/20160.72 %

2,000,640.002,000,125.22

100.040.54 %

2,000,898.004,208.33

0.37 %772.78

Aaa / AA+AAA

0.220.22

3135G0JA2 FNMA Note1.125% Due 4/27/2017

4,510,000.00 06/18/20150.69 %

4,545,588.414,514,611.56

100.140.53 %

4,516,372.6313,248.13

0.83 %1,761.07

Aaa / AA+AAA

0.240.24

3135G0JA2 FNMA Note1.125% Due 4/27/2017

445,000.00 06/25/20150.73 %

448,235.15445,421.62

100.140.53 %

445,628.791,307.19

0.08 %207.17

Aaa / AA+AAA

0.240.24

3135G0JA2 FNMA Note1.125% Due 4/27/2017

50,000.00 09/24/20150.58 %

50,427.0050,064.31

100.140.53 %

50,070.65146.88

0.01 %6.34

Aaa / AA+AAA

0.240.24

3135G0JA2 FNMA Note1.125% Due 4/27/2017

345,000.00 09/24/20150.58 %

347,946.30345,443.71

100.140.53 %

345,487.491,013.44

0.06 %43.78

Aaa / AA+AAA

0.240.24


4,485,000.00 06/18/20150.70 %

4,531,585.704,491,940.63

100.200.55 %

4,493,795.0912,302.60

0.82 %1,854.46

Aaa / AA+AAA

0.280.28


445,000.00 06/25/20150.73 %

449,307.60445,645.50

100.200.55 %

445,872.651,220.66

0.08 %227.15

Aaa / AA+AAA

0.280.28









Moody/S&P Fitch

MaturityDuration

AGENCY


390,000.00 09/23/20150.64 %

393,839.55390,661.05

100.200.55 %

390,764.791,069.79

0.07 %103.74

Aaa / AA+AAA

0.280.28

313379FW4 FHLB Note1% Due 6/9/2017

4,520,000.00 08/05/20150.78 %

4,538,034.804,523,487.77

100.150.57 %

4,526,874.926,528.89

0.83 %3,387.15

Aaa / AA+AAA

0.350.35

313379FW4 FHLB Note1% Due 6/9/2017

790,000.00 08/05/20150.78 %

793,152.10790,609.59

100.150.57 %

791,201.601,141.11

0.14 %592.01

Aaa / AA+AAA

0.350.35

313379FW4 FHLB Note1% Due 6/9/2017

45,000.00 09/24/20150.67 %

45,252.9045,052.85

100.150.57 %

45,068.4565.00

0.01 %15.60

Aaa / AA+AAA

0.350.35

3137EADH9 FHLMC Note1% Due 6/29/2017

3,000,000.00 06/25/20150.75 %

3,014,643.003,003,024.95

100.170.59 %

3,005,034.002,666.67

0.55 %2,009.05

Aaa / AA+AAA

0.410.41

3137EADV8 FHLMC Note0.75% Due 7/14/2017

7,000,000.00 08/26/20150.69 %

7,008,176.007,001,976.92

100.050.63 %

7,003,738.002,479.17

1.28 %1,761.08

Aaa / AA+AAA

0.450.45


4,975,000.00 08/05/20150.77 %

4,997,676.054,980,668.41

100.170.66 %

4,983,402.78414.58

0.91 %2,734.37

Aaa / AA+AAA

0.490.49


345,000.00 08/05/20150.77 %

346,572.51345,393.09

100.170.66 %

345,582.7128.75

0.06 %189.62

Aaa / AA+AAA

0.490.49


50,000.00 09/24/20150.65 %

50,319.0050,085.55

100.170.66 %

50,084.454.17

0.01 %(1.10)

Aaa / AA+AAA

0.490.49

3135G0MZ3 FNMA Note0.875% Due 8/28/2017

2,000,000.00 03/28/20160.81 %

2,001,762.002,000,717.78

100.120.66 %

2,002,492.007,437.50

0.37 %1,774.22

Aaa / AA+AAA

0.570.57

313370SZ2 FHLB Note2.25% Due 9/8/2017

45,000.00 09/24/20150.72 %

46,328.4045,411.93

100.980.62 %

45,440.33402.19

0.01 %28.40

Aaa / AA+AAA

0.600.60

313370SZ2 FHLB Note2.25% Due 9/8/2017

2,000,000.00 Various0.86 %

2,039,722.002,016,638.64

100.980.62 %

2,019,570.0017,875.00

0.37 %2,931.36

Aaa / AA+AAA

0.600.60


4,995,000.00 08/05/20150.86 %

5,009,190.804,999,273.15

100.170.73 %

5,003,386.6118,176.25

0.91 %4,113.46

Aaa / AA+AAA

0.640.63


50,000.00 09/24/20150.71 %

50,281.5050,090.51

100.170.73 %

50,083.95181.94

0.01 %(6.56)

Aaa / AA+AAA

0.640.63

3133EDVU3 FFCB Note1.125% Due 9/22/2017

4,515,000.00 09/28/20150.75 %

4,548,320.704,525,825.22

100.270.70 %

4,527,149.8718,201.09

0.83 %1,324.65

Aaa / AA+AAA

0.640.64

3133EDVU3 FFCB Note1.125% Due 9/22/2017

345,000.00 09/28/20150.75 %

347,546.10345,827.18

100.270.70 %

345,928.401,390.78

0.06 %101.22

Aaa / AA+AAA

0.640.64


1,595,000.00 06/17/20150.95 %

1,596,936.811,595,559.11

100.210.67 %

1,598,400.545,582.50

0.29 %2,841.43

Aaa / AA+AAA

0.650.65


50,000.00 09/24/20150.75 %

50,251.5050,082.39

100.210.67 %

50,106.60175.00

0.01 %24.21

Aaa / AA+AAA

0.650.65

3135G0ZL0 FNMA Note1% Due 9/27/2017

7,000,000.00 08/26/20150.77 %

7,033,880.007,010,707.71

100.190.71 %

7,013,174.0024,111.11

1.28 %2,466.29

Aaa / AA+AAA

0.650.65

3135G0ZL0 FNMA Note1% Due 9/27/2017

345,000.00 09/24/20150.72 %

346,914.75345,628.26

100.190.71 %

345,649.291,188.33

0.06 %21.03

Aaa / AA+AAA

0.650.65









Moody/S&P Fitch

MaturityDuration

AGENCY

3136G0L33 FNMA Callable Note 1X 10/3/20140.9% Due 10/3/2017

2,000,000.00 03/24/20160.85 %

2,001,360.002,000,601.95

100.140.69 %

2,002,846.005,900.00

0.37 %2,244.05

Aaa / AA+AAA

0.670.67

3133EDXA5 FFCB Note1.15% Due 10/10/2017

250,000.00 08/10/20150.90 %

251,322.50250,424.99

100.260.77 %

250,658.25886.46

0.05 %233.26

Aaa / AA+AAA

0.690.69

3135G0PQ0 FNMA Note0.875% Due 10/26/2017

4,550,000.00 06/17/20150.93 %

4,544,085.004,548,120.52

100.070.78 %

4,553,053.0510,506.08

0.83 %4,932.53

Aaa / AA+AAA

0.730.73

3135G0PQ0 FNMA Note0.875% Due 10/26/2017

450,000.00 06/25/20150.89 %

449,856.00449,953.47

100.070.78 %

450,301.951,039.06

0.08 %348.48

Aaa / AA+AAA

0.730.73

3135G0PQ0 FNMA Note0.875% Due 10/26/2017

345,000.00 08/05/20150.87 %

345,049.68345,016.02

100.070.78 %

345,231.50796.61

0.06 %215.48

Aaa / AA+AAA

0.730.73

3135G0PQ0 FNMA Note0.875% Due 10/26/2017

50,000.00 09/24/20150.75 %

50,133.0050,047.09

100.070.78 %

50,033.55115.45

0.01 %(13.54)

Aaa / AA+AAA

0.730.73

31331KR44 FFCB Note1.5% Due 11/8/2017

2,000,000.00 03/24/20160.88 %

2,019,760.002,009,466.56

100.540.80 %

2,010,754.006,916.67

0.37 %1,287.44

Aaa / AA+AAA

0.770.76

3130A3HF4 FHLB Note1.125% Due 12/8/2017

2,000,000.00 03/24/20160.89 %

2,007,720.002,003,897.71

100.250.83 %

2,004,940.003,312.50

0.37 %1,042.29

Aaa / AA+AAA

0.850.85

3133EEFE5 FFCB Note1.125% Due 12/18/2017

450,000.00 08/05/20150.97 %

451,642.50450,614.85

100.270.82 %

451,204.65604.69

0.08 %589.80

Aaa / AA+AAA

0.880.87

3133EEFE5 FFCB Note1.125% Due 12/18/2017

345,000.00 09/28/20150.83 %

347,204.55345,878.10

100.270.82 %

345,923.57463.59

0.06 %45.47

Aaa / AA+AAA

0.880.87


350,000.00 06/25/20151.01 %

347,721.50349,144.74

99.870.89 %

349,553.05138.54

0.06 %408.31

Aaa / AA+AAA

0.950.94


4,550,000.00 06/26/20151.02 %

4,519,424.004,538,522.26

99.870.89 %

4,544,189.651,801.04

0.83 %5,667.39

Aaa / AA+AAA

0.950.94


450,000.00 08/05/20150.97 %

447,626.25449,069.12

99.870.89 %

449,425.35178.13

0.08 %356.23

Aaa / AA+AAA

0.950.94


7,000,000.00 08/26/20150.86 %

6,982,696.006,993,055.49

99.870.89 %

6,991,061.002,770.83

1.27 %(1,994.49)

Aaa / AA+AAA

0.950.94


50,000.00 09/25/20150.84 %

49,903.0049,959.64

99.870.89 %

49,936.1519.79

0.01 %(23.49)

Aaa / AA+AAA

0.950.94

3135G0TG8 FNMA Note0.875% Due 2/8/2018

3,000,000.00 03/30/20160.79 %

3,004,422.003,002,439.48

99.960.91 %

2,998,935.0012,614.58

0.55 %(3,504.48)

Aaa / AA+AAA

1.021.01

3135G0TG8 FNMA Note0.875% Due 2/8/2018

4,555,000.00 06/19/20150.93 %

4,548,103.734,552,300.52

99.960.91 %

4,553,382.9819,153.14

0.83 %1,082.46

Aaa / AA+AAA

1.021.01

3135G0TG8 FNMA Note0.875% Due 2/8/2018

450,000.00 06/25/20151.03 %

448,182.00449,286.05

99.960.91 %

449,840.251,892.19

0.08 %554.20

Aaa / AA+AAA

1.021.01

3135G0TG8 FNMA Note0.875% Due 2/8/2018

350,000.00 08/05/20151.01 %

348,859.70349,532.45

99.960.91 %

349,875.751,471.70

0.06 %343.30

Aaa / AA+AAA

1.021.01

3135G0TG8 FNMA Note0.875% Due 2/8/2018

50,000.00 09/25/20150.89 %

49,984.1549,993.14

99.960.91 %

49,982.25210.24

0.01 %(10.89)

Aaa / AA+AAA

1.021.01









Moody/S&P Fitch

MaturityDuration

AGENCY

313378A43 FHLB Note1.375% Due 3/9/2018

4,505,000.00 06/25/20151.09 %

4,538,742.454,518,916.72

100.450.96 %

4,525,304.0424,433.37

0.83 %6,387.32

Aaa / AA+AAA

1.101.09

313378A43 FHLB Note1.375% Due 3/9/2018

445,000.00 06/25/20151.09 %

448,333.05446,374.68

100.450.96 %

447,005.622,413.51

0.08 %630.94

Aaa / AA+AAA

1.101.09

313378A43 FHLB Note1.375% Due 3/9/2018

340,000.00 08/05/20151.06 %

342,696.20341,158.59

100.450.96 %

341,532.381,844.03

0.06 %373.79

Aaa / AA+AAA

1.101.09

313378A43 FHLB Note1.375% Due 3/9/2018

50,000.00 09/25/20150.93 %

50,538.0050,244.46

100.450.96 %

50,225.35271.18

0.01 %(19.11)

Aaa / AA+AAA

1.101.09

3130A7CX1 FHLB Note0.875% Due 3/19/2018

2,000,000.00 03/28/20160.91 %

1,998,800.001,999,304.54

99.910.96 %

1,998,186.006,416.67

0.37 %(1,118.54)

Aaa / AA+AAA

1.131.12

3130A4GJ5 FHLB Note1.125% Due 4/25/2018

4,530,000.00 06/16/20151.09 %

4,534,371.454,531,893.68

100.141.01 %

4,536,396.3613,590.00

0.83 %4,502.68

Aaa / AA+AAA

1.231.22

3130A4GJ5 FHLB Note1.125% Due 4/25/2018

450,000.00 06/25/20151.09 %

450,409.50450,178.94

100.141.01 %

450,635.401,350.00

0.08 %456.46

Aaa / AA+AAA

1.231.22

3130A4GJ5 FHLB Note1.125% Due 4/25/2018

7,000,000.00 08/26/20150.94 %

7,033,292.007,015,519.79

100.141.01 %

7,009,884.0021,000.00

1.28 %(5,635.79)

Aaa / AA+AAA

1.231.22

3130A4GJ5 FHLB Note1.125% Due 4/25/2018

45,000.00 09/25/20150.95 %

45,198.0045,095.33

100.141.01 %

45,063.54135.00

0.01 %(31.79)

Aaa / AA+AAA

1.231.22

3133EEE71 FFCB Note0.92% Due 5/1/2018

3,476,000.00 07/27/20160.83 %

3,481,144.483,479,662.55

99.681.18 %

3,464,932.427,994.80

0.63 %(14,730.13)

Aaa / AA+AAA

1.251.24

3135G0WJ8 FNMA Note0.875% Due 5/21/2018

50,000.00 09/25/20151.00 %

49,831.6049,916.32

99.771.05 %

49,884.0585.07

0.01 %(32.27)

Aaa / AA+AAA

1.301.29

313379DT3 FHLB Note1.25% Due 6/8/2018

345,000.00 08/05/20151.15 %

345,948.75345,455.32

100.241.07 %

345,811.44634.90

0.06 %356.12

Aaa / AA+AAA

1.351.34

313379DT3 FHLB Note1.25% Due 6/8/2018

4,500,000.00 09/25/20151.03 %

4,526,640.004,513,460.49

100.241.07 %

4,510,584.008,281.25

0.82 %(2,876.49)

Aaa / AA+AAA

1.351.34

3133EFSH1 FFCB Note1.17% Due 6/14/2018

3,000,000.00 12/09/20151.18 %

2,999,340.002,999,626.12

99.921.23 %

2,997,588.004,582.50

0.55 %(2,038.12)

Aaa / AA+AAA

1.371.35

3130A8PK3 FHLB Note0.625% Due 8/7/2018

4,500,000.00 11/22/20161.08 %

4,465,395.004,469,203.16

99.231.14 %

4,465,426.5013,593.75

0.82 %(3,776.66)

Aaa / AA+AAA

1.521.50

3130A8PK3 FHLB Note0.625% Due 8/7/2018

415,000.00 11/22/20161.08 %

411,808.65412,159.85

99.231.14 %

411,811.561,253.65

0.08 %(348.29)

Aaa / AA+AAA

1.521.50

3130A8TF0 FHLB Note0.8% Due 8/15/2018

5,000,000.00 07/27/20160.89 %

4,990,900.004,993,138.35

99.431.18 %

4,971,360.0018,444.44

0.91 %(21,778.35)

Aaa / AA+AAA

1.541.52

3135G0E58 FNMA Note1.125% Due 10/19/2018

349,000.00 09/23/20151.09 %

349,401.70349,224.75

99.931.17 %

348,740.341,112.44

0.06 %(484.41)

Aaa / AA+AAA

1.721.69

3135G0E58 FNMA Note1.125% Due 10/19/2018

4,570,000.00 09/23/20151.09 %

4,575,260.074,572,942.98

99.931.17 %

4,566,599.9214,566.88

0.83 %(6,343.06)

Aaa / AA+AAA

1.721.69

3133EFPJ0 FFCB Note1.29% Due 11/19/2018

200,000.00 05/27/20161.04 %

201,238.00200,905.86

100.181.19 %

200,350.20516.00

0.04 %(555.66)

Aaa / AA+AAA

1.801.77









Moody/S&P Fitch

MaturityDuration

AGENCY

313376BR5 FHLB Note1.75% Due 12/14/2018

5,000,000.00 07/27/20160.94 %

5,094,850.005,074,745.22

100.881.27 %

5,043,975.0011,423.61

0.92 %(30,770.22)

Aaa / AA+AAA

1.871.83

3133EFSJ7 FFCB Note1.3% Due 12/14/2018

4,650,000.00 12/22/20151.39 %

4,638,514.504,642,704.41

99.981.31 %

4,648,977.007,892.08

0.85 %6,272.59

Aaa / AA+AAA

1.871.84

3133EF3V7 FFCB Note0.875% Due 2/15/2019

5,000,000.00 07/27/20160.93 %

4,992,550.004,994,019.92

99.211.27 %

4,960,475.0020,173.61

0.91 %(33,544.92)

Aaa / AA+AAA

2.042.00

3133782M2 FHLB Note1.5% Due 3/8/2019

1,540,000.00 01/31/20171.29 %

1,546,637.401,546,637.40

100.301.35 %

1,544,669.289,175.84

0.28 %(1,968.12)

Aaa / AA+AAA

2.102.05

313379EE5 FHLB Note1.625% Due 6/14/2019

50,000.00 12/12/20161.38 %

50,304.0050,287.81

100.551.39 %

50,276.40106.08

0.01 %(11.41)

Aaa / AA+AAA

2.372.31


5,000,000.00 09/23/20151.32 %

4,986,195.004,990,976.45

99.651.39 %

4,982,495.0031,250.00

0.91 %(8,481.45)

Aaa / AA+AAA

2.502.44


345,000.00 09/23/20151.32 %

344,047.46344,377.38

99.651.39 %

343,792.162,156.25

0.06 %(585.22)

Aaa / AA+AAA

2.502.44


5,075,000.00 09/23/20151.40 %

5,045,935.485,055,507.98

99.421.47 %

5,045,488.8820,969.63

0.92 %(10,019.10)

Aaa / AA+AAA

2.672.60


345,000.00 09/23/20151.40 %

343,024.19343,674.93

99.421.47 %

342,993.831,425.52

0.06 %(681.10)

Aaa / AA+AAA

2.672.60

3135G0A78 FNMA Note1.625% Due 1/21/2020

300,000.00 03/17/20161.29 %

303,747.00302,916.03

100.291.52 %

300,874.20135.42

0.05 %(2,041.83)

Aaa / AA+AAA

2.972.89

3135G0A78 FNMA Note1.625% Due 1/21/2020

3,075,000.00 12/09/20151.64 %

3,072,789.083,073,395.56

100.291.52 %

3,083,960.551,388.02

0.56 %10,564.99

Aaa / AA+AAA

2.972.89

313378J77 FHLB Note1.875% Due 3/13/2020

400,000.00 03/17/20161.33 %

408,480.00406,666.34

100.881.58 %

403,539.202,875.00

0.07 %(3,127.14)

Aaa / AA+NR

3.123.00


3,325,000.00 05/27/20161.26 %

3,339,397.253,336,986.79

99.231.62 %

3,299,247.8811,429.69

0.60 %(37,738.91)

Aaa / AA+AAA

3.253.15

3135G0D75 FNMA Note1.5% Due 6/22/2020

350,000.00 03/17/20161.40 %

351,466.50351,174.58

99.631.61 %

348,705.70568.75

0.06 %(2,468.88)

Aaa / AA+AAA

3.393.29

3135G0D75 FNMA Note1.5% Due 6/22/2020

450,000.00 05/27/20161.31 %

453,325.50452,790.35

99.631.61 %

448,335.90731.25

0.08 %(4,454.45)

Aaa / AA+AAA

3.393.29

3135G0D75 FNMA Note1.5% Due 6/22/2020

4,000,000.00 12/09/20151.76 %

3,954,808.003,965,836.96

99.631.61 %

3,985,208.006,500.00

0.73 %19,371.04

Aaa / AA+AAA

3.393.29

313370US5 FHLB Note2.875% Due 9/11/2020

745,000.00 05/27/20161.38 %

791,003.75784,012.88

104.171.68 %

776,057.568,329.51

0.14 %(7,955.32)

Aaa / AA+AAA

3.613.40

3135G0H55 FNMA Note1.875% Due 12/28/2020

5,390,000.00 05/27/20161.40 %

5,503,136.105,487,088.85

100.501.74 %

5,416,890.719,264.07

0.99 %(70,198.14)

Aaa / AA+AAA

3.913.75

3130A7CV5 FHLB Note1.375% Due 2/18/2021

400,000.00 03/17/20161.52 %

397,236.00397,710.21

98.281.82 %

393,134.402,490.28

0.07 %(4,575.81)

Aaa / AA+AAA

4.053.89

3130A7CV5 FHLB Note1.375% Due 2/18/2021

4,650,000.00 05/27/20161.45 %

4,634,887.504,636,977.44

98.281.82 %

4,570,187.4028,949.47

0.84 %(66,790.04)

Aaa / AA+AAA

4.053.89









Moody/S&P Fitch

MaturityDuration

AGENCY

3130A7CV5 FHLB Note1.375% Due 2/18/2021

450,000.00 Various1.50 %

447,293.10447,745.62

98.281.82 %

442,276.202,801.57

0.08 %(5,469.42)

Aaa / AA+AAA

4.053.89

3135G0J20 FNMA Note1.375% Due 2/26/2021

35,000.00 05/27/20161.45 %

34,885.5534,901.27

98.381.79 %

34,432.76207.20

0.01 %(468.51)

Aaa / AA+AAA

4.073.91

Total Agency 224,240,000.00 0.96 %226,058,566.10224,552,020.84 0.93 %

224,306,307.69770,897.89

41.00 %(245,713.15)

Aaa / AA+AAA

1.191.16

SUPRANATIONAL

459058DC4 Intl. Bank Recon & Development Note1.125% Due 7/18/2017

2,000,000.00 03/23/20160.87 %

2,006,600.002,002,333.05

100.041.03 %

2,000,828.00812.50

0.36 %(1,505.05)

Aaa / AAAAAA

0.460.46

4581X0BZ0 Inter-American Dev Bank Note0.875% Due 3/15/2018

5,000,000.00 01/27/20171.23 %

4,980,450.004,980,498.10

99.591.24 %

4,979,470.0016,527.78

0.91 %(1,028.10)

Aaa / AAAAAA

1.121.11

459058DN0 Intl. Bank Recon & Development Note1.375% Due 4/10/2018

5,000,000.00 12/02/20161.21 %

5,010,750.005,009,512.63

100.201.21 %

5,009,790.0021,197.92

0.92 %277.37

Aaa / NRAAA

1.191.17

459058EJ8 Intl. Bank Recon & Development Note1% Due 6/15/2018

5,000,000.00 01/27/20171.24 %

4,983,750.004,983,782.31

99.701.22 %

4,985,100.006,388.89

0.91 %1,317.69

Aaa / AAAAAA

1.371.36

4581X0AZ1 Inter-American Devel Bank Note4.25% Due 9/10/2018

5,400,000.00 01/27/20171.36 %

5,648,238.005,647,815.73

104.681.30 %

5,652,450.0089,887.50

1.05 %4,634.27

Aaa / NRAAA

1.611.54

45905UPF5 Intl. Bank Recon & Development Note1.76% Due 5/1/2019

3,100,000.00 05/01/20141.76 %

3,100,000.003,100,000.00

99.452.01 %

3,082,981.0013,640.00

0.56 %(17,019.00)

Aaa / AAAAAA

2.252.18

4581X0BG2 Inter-American Dev Bank Note3.875% Due 9/17/2019

3,900,000.00 12/21/20161.71 %

4,124,679.004,115,996.51

105.671.66 %

4,121,024.7056,252.08

0.76 %5,028.19

Aaa / AAAAAA

2.632.47

Total Supranational 29,400,000.00 1.35 %29,854,467.0029,839,938.33 1.37 %

29,831,643.70204,706.67

5.47 %(8,294.63)

Aaa / AAAAAA

1.551.50

US CORPORATE

94974BFD7 Wells Fargo Corp Note2.1% Due 5/8/2017

2,000,000.00 03/23/20161.18 %

2,020,140.002,004,898.92

100.231.23 %

2,004,656.009,683.33

0.37 %(242.92)

A2 / AAA-

0.270.27

94974BFW5 Wells Fargo Corp Note1.15% Due 6/2/2017

2,000,000.00 03/23/20161.19 %

1,999,020.001,999,705.87

100.001.15 %

1,999,980.003,769.44

0.36 %274.13

A2 / AAA-

0.330.33


1,250,000.00 09/28/20151.12 %

1,252,112.501,250,730.02

100.041.15 %

1,250,441.254,416.67

0.23 %(288.77)

A1 / AA-A+

0.700.70

369604BC6 General Electric Co Note5.25% Due 12/6/2017

5,000,000.00 11/29/20161.21 %

5,203,350.005,169,558.19

103.361.25 %

5,167,980.0040,104.17

0.95 %(1,578.19)

A1 / AA-AA-

0.850.83


1,700,000.00 09/25/20151.29 %

1,709,418.001,703,709.10

100.251.25 %

1,704,277.203,659.72

0.31 %568.10

A1 / A+NR

0.860.85


3,000,000.00 12/11/20151.42 %

3,007,440.003,003,226.60

100.251.25 %

3,007,548.006,458.33

0.55 %4,321.40

A1 / A+NR

0.860.85


2,000,000.00 03/23/20161.29 %

2,007,420.002,003,950.13

99.921.59 %

1,998,364.001,250.00

0.36 %(5,586.13)

A2 / AAA-

0.960.95









Moody/S&P Fitch

MaturityDuration

US CORPORATE


1,275,000.00 09/24/20151.54 %

1,273,814.251,274,503.45

99.921.59 %

1,273,957.05796.88

0.23 %(546.40)

A2 / AAA-

0.960.95


25,000.00 09/24/20151.26 %

25,168.0025,073.37

100.211.34 %

25,053.50185.14

0.00 %(19.87)

Aa2 / AAA+

1.021.00


3,000,000.00 12/11/20151.31 %

3,014,940.003,007,169.20

100.211.34 %

3,006,420.0022,216.67

0.55 %(749.20)

Aa2 / AAA+

1.021.00

037833BN9 Apple Inc Note1.3% Due 2/23/2018

2,000,000.00 03/24/20160.94 %

2,013,320.002,007,478.70

100.151.16 %

2,003,032.0011,411.11

0.37 %(4,446.70)

Aa1 / AA+NR

1.061.05

17275RBA9 Cisco Systems Note1.4% Due 2/28/2018

6,100,000.00 11/29/20161.38 %

6,101,770.826,101,544.43

100.161.25 %

6,109,546.5136,295.00

1.12 %8,002.08

A1 / AA-NR

1.081.06

30231GAU6 Exxon Mobil Corp Note1.439% Due 3/1/2018

1,265,000.00 03/24/20161.16 %

1,271,755.101,268,829.04

100.161.29 %

1,267,022.737,584.73

0.23 %(1,806.31)

Aaa / AA+NR

1.081.07

46623EKD0 JP Morgan Chase Callable Note Cont 2/1/20181.7% Due 3/1/2018

1,500,000.00 04/18/20161.45 %

1,506,630.001,503,751.88

99.991.71 %

1,499,872.5010,625.00

0.28 %(3,879.38)

A3 / A-A+

1.081.06


1,700,000.00 09/24/20151.35 %

1,700,476.001,700,210.53

99.931.43 %

1,698,862.709,604.30

0.31 %(1,347.83)

Aa2 / AA-NR

1.081.07


3,735,000.00 Various1.38 %

3,733,286.913,734,256.37

99.931.43 %

3,732,501.2921,101.19

0.68 %(1,755.08)

Aa2 / AA-NR

1.081.07

808513AK1 Charles Schwab Corp Callable Note Cont 2/10/20181.5% Due 3/10/2018

4,304,000.00 11/29/20161.33 %

4,313,382.724,312,152.34

100.061.44 %

4,306,367.2025,286.00

0.79 %(5,785.14)

A2 / AA

1.101.01

24422ESB6 John Deere Capital Corp Note1.3% Due 3/12/2018

1,134,000.00 11/29/20161.42 %

1,132,310.341,132,532.65

99.831.45 %

1,132,075.605,692.05

0.21 %(457.05)

A2 / AA

1.111.10


1,100,000.00 11/19/20151.55 %

1,101,826.001,100,906.26

100.271.39 %

1,102,949.105,908.68

0.20 %2,042.84

A1 / AA-AA-

1.171.15


1,250,000.00 09/24/20151.24 %

1,242,362.501,246,285.72

99.661.27 %

1,245,790.003,055.56

0.23 %(495.72)

Aa1 / AA+NR

1.251.24


25,000.00 09/28/20151.21 %

24,865.0024,934.07

99.661.27 %

24,915.8061.11

0.00 %(18.27)

Aa1 / AA+NR

1.251.24


4,000,000.00 Various1.16 %

3,985,440.003,992,184.79

99.661.27 %

3,986,528.009,777.78

0.73 %(5,656.79)

Aa1 / AA+NR

1.251.24

166764AE0 Chevron Corp Callable Note Cont 5/24/20181.718% Due 6/24/2018

2,000,000.00 03/23/20161.42 %

2,012,940.002,008,123.19

100.341.45 %

2,006,798.003,531.44

0.37 %(1,325.19)

Aa2 / AA-NR

1.391.30

24422ESX8 John Deere Capital Corp Note1.6% Due 7/13/2018

1,705,000.00 10/01/20151.47 %

1,710,933.401,708,138.49

100.151.50 %

1,707,540.451,364.00

0.31 %(598.04)

A2 / AA

1.451.43

24422ETA7 John Deere Capital Corp Note1.75% Due 8/10/2018

200,000.00 11/16/20161.43 %

201,078.00200,958.48

100.301.55 %

200,607.201,662.50

0.04 %(351.28)

A2 / AA

1.521.49

084670BX5 Berkshire Hathaway Note1.15% Due 8/15/2018

2,615,000.00 11/17/20161.32 %

2,607,442.652,608,278.60

99.541.45 %

2,603,002.3813,866.76

0.48 %(5,276.22)

Aa2 / AAA+

1.541.51









Moody/S&P Fitch

MaturityDuration

US CORPORATE


4,401,000.00 Various1.05 %

4,848,423.014,729,930.65

106.501.63 %

4,687,104.61100,520.06

0.87 %(42,826.04)

A2 / AA

1.611.52


1,250,000.00 09/25/20151.77 %

1,258,537.501,254,856.09

100.631.63 %

1,257,893.756,736.11

0.23 %3,037.66

Aa3 / AA-A

1.731.69


25,000.00 09/25/20151.77 %

25,170.7525,097.12

100.631.63 %

25,157.88134.72

0.00 %60.76

Aa3 / AA-A

1.731.69

91159HHE3 US Bancorp Callable Note Cont 10/15/20181.95% Due 11/15/2018

6,600,000.00 Various1.07 %

6,730,218.006,698,269.74

100.601.59 %

6,639,877.2027,170.00

1.21 %(58,392.54)

A1 / A+AA

1.791.67


3,100,000.00 08/22/20161.32 %

3,160,357.003,149,555.47

100.581.85 %

3,117,896.302,962.23

0.57 %(31,659.17)

A2 / AAA-

1.961.91


705,000.00 Various1.45 %

716,933.85714,426.90

100.581.85 %

709,069.97673.67

0.13 %(5,356.93)

A2 / AAA-

1.961.91


245,000.00 Various1.63 %

248,336.15247,442.10

100.581.85 %

246,414.39234.11

0.04 %(1,027.71)

A2 / AAA-

1.961.91


300,000.00 11/30/20161.70 %

321,009.00319,429.55

106.601.64 %

319,814.106,847.50

0.06 %384.55

A1 / AA-NR

2.041.91

30231GAD4 Exxon Mobil Corp Callable Note Cont 2/15/20191.819% Due 3/15/2019

5,400,000.00 01/27/20171.59 %

5,426,244.005,426,210.76

100.451.59 %

5,424,035.4037,107.60

0.99 %(2,175.36)

Aaa / AA+NR

2.121.98


450,000.00 09/24/20151.71 %

457,443.00454,622.27

100.881.78 %

453,958.202,640.00

0.08 %(664.07)

A1 / A+AA

2.232.08


2,192,000.00 Various1.54 %

2,233,888.842,222,685.32

100.881.78 %

2,211,280.8312,859.73

0.41 %(11,404.49)

A1 / A+AA

2.232.08


380,000.00 09/19/20161.32 %

379,802.40379,828.25

99.081.71 %

376,505.901,111.50

0.07 %(3,322.35)

A1 / A+NR

2.272.22


418,000.00 09/27/20161.27 %

418,317.68418,276.54

99.081.71 %

414,156.491,222.65

0.08 %(4,120.05)

A1 / A+NR

2.272.22


4,840,000.00 10/25/20161.36 %

4,928,765.604,919,873.85

101.111.60 %

4,893,883.7221,457.33

0.90 %(25,990.13)

A1 / AAA+

2.282.22


3,500,000.00 10/31/20161.37 %

3,563,805.003,557,597.31

101.111.60 %

3,538,965.5015,516.67

0.65 %(18,631.81)

A1 / AAA+

2.282.22


800,000.00 08/30/20161.26 %

802,896.00802,458.17

99.061.82 %

792,515.202,208.89

0.14 %(9,942.97)

Aa3 / AA-A

2.302.25


2,650,000.00 11/16/20161.65 %

2,877,527.632,861,062.41

107.821.71 %

2,857,251.208,465.28

0.52 %(3,811.21)

A1 / AA-A+

2.432.30


535,000.00 11/16/20161.64 %

581,127.70577,789.04

107.821.71 %

576,841.281,709.03

0.11 %(947.76)

A1 / AA-A+

2.432.30

02665WBE0 American Honda Finance Note1.2% Due 7/12/2019

3,100,000.00 07/27/20161.22 %

3,097,768.003,098,144.63

98.331.90 %

3,048,242.401,963.33

0.56 %(49,902.23)

A1 / A+NR

2.442.39









Moody/S&P Fitch

MaturityDuration

US CORPORATE


1,600,000.00 08/22/20161.26 %

1,639,344.001,633,553.74

100.591.88 %

1,609,406.401,227.78

0.29 %(24,147.34)

Aa3 / AA-A

2.462.39

084670BL1 Berkshire Hathaway Note2.1% Due 8/14/2019

3,000,000.00 12/21/20161.85 %

3,019,470.003,018,709.70

100.971.71 %

3,029,004.0029,225.00

0.56 %10,294.30

Aa2 / AAA+

2.532.44


3,475,000.00 08/30/20161.31 %

3,473,992.253,474,131.82

98.931.73 %

3,437,650.7020,830.69

0.63 %(36,481.12)

Aa2 / AAA+

2.542.47


4,850,000.00 09/27/20161.32 %

4,861,252.004,859,984.60

99.001.79 %

4,801,509.7024,708.06

0.88 %(58,474.90)

A1 / AA-NR

2.642.56


1,000,000.00 07/27/20161.23 %

1,031,780.001,026,804.74

101.251.77 %

1,012,469.007,062.50

0.19 %(14,335.74)

A1 / AA-A+

2.682.58


3,500,000.00 10/31/20161.45 %

3,579,870.003,573,182.03

101.251.77 %

3,543,641.5024,718.75

0.65 %(29,540.53)

A1 / AA-A+

2.682.58

24422ETJ8 John Deere Capital Corp Note1.25% Due 10/9/2019

3,500,000.00 09/27/20161.41 %

3,483,340.003,485,148.86

98.451.84 %

3,445,823.5017,256.94

0.63 %(39,325.36)

A2 / AA

2.692.62

166764AN0 Chevron Corp Callable Note Cont 10/15/20192.193% Due 11/15/2019

1,598,000.00 09/27/20161.47 %

1,633,299.821,629,575.18

100.971.82 %

1,613,499.007,398.20

0.30 %(16,076.18)

Aa2 / AA-NR

2.792.61


45,000.00 11/22/20161.76 %

44,920.8044,925.17

99.921.73 %

44,965.35148.75

0.01 %40.18

A1 / AAA+

2.872.78


2,516,000.00 05/31/20161.73 %

2,532,479.802,529,643.37

100.011.91 %

2,516,221.4119,375.99

0.46 %(13,421.96)

Aaa / AA+NR

3.102.90

713448CS5 PepsiCo Inc Callable Note Cont 3/30/20201.85% Due 4/30/2020

1,625,000.00 05/27/20161.65 %

1,637,138.751,635,066.68

99.741.93 %

1,620,794.507,599.13

0.30 %(14,272.18)

A1 / AA

3.253.05

94974BGM6 Wells Fargo Corp Note2.6% Due 7/22/2020

220,000.00 06/28/20161.85 %

226,437.20225,534.60

100.602.42 %

221,313.62143.00

0.04 %(4,220.98)

A2 / AAA-

3.473.30

94974BGM6 Wells Fargo Corp Note2.6% Due 7/22/2020

3,125,000.00 Various1.88 %

3,213,561.253,200,110.44

100.602.42 %

3,143,659.382,031.25

0.57 %(56,451.06)

A2 / AAA-

3.473.30

458140AQ3 Intel Corp Note2.45% Due 7/29/2020

180,000.00 06/09/20161.57 %

186,332.40185,377.97

101.571.98 %

182,829.6024.50

0.03 %(2,548.37)

A1 / A+A+

3.493.34


4,760,000.00 05/27/20162.24 %

4,821,118.404,812,301.24

100.332.45 %

4,775,660.4031,019.34

0.88 %(36,640.84)

A3 / A-A+

3.753.46


5,000,000.00 Various2.28 %

5,056,495.005,047,577.49

100.332.45 %

5,016,450.0032,583.33

0.92 %(31,127.49)

A3 / A-A+

3.753.46









Moody/S&P Fitch

MaturityDuration

US CORPORATE


2,300,000.00 06/07/20161.71 %

2,348,760.002,342,031.90

100.452.08 %

2,310,241.906,606.11

0.42 %(31,790.00)

A1 / A+NR

3.873.68


740,000.00 06/09/20161.69 %

756,420.60754,154.18

100.452.08 %

743,295.222,125.45

0.14 %(10,858.96)

A1 / A+NR

3.873.68

166764BG4 Chevron Corp Callable Note Cont 4/15/20212.1% Due 5/16/2021

3,230,000.00 06/28/20161.73 %

3,285,071.503,278,539.76

99.032.34 %

3,198,827.2714,131.25

0.59 %(79,712.49)

Aa2 / AA-NR

4.294.06

Total US Corporate 143,038,000.00 1.44 %145,080,297.07144,707,000.03 1.66 %

143,924,215.23759,123.99

26.35 %(782,784.80)

A1 / AA-A+

2.021.93

TOTAL PORTFOLIO 545,596,197.10 1.08 %550,746,275.54548,048,860.62 1.11 %

546,999,453.182,008,732.88

100.00 %(1,049,407.44)

Aa1 / AA+AAA

1.261.22

TOTAL MARKET VALUE PLUS ACCRUED 549,008,186.06




Transaction Type




ACQUISITIONS

Purchase 01/03/2017 900CIP$00 2,619.69 Orange County Investment Pool 1.000 0.72 % 2,619.69 0.00 2,619.69 0.00

Purchase 01/30/2017 30231GAD4 5,400,000.00 Exxon Mobil Corp Callable Note Cont 2/15/20191.819% Due 3/15/2019

100.486 1.59 % 5,426,244.00 36,834.75 5,463,078.75 0.00

Purchase 01/30/2017 4581X0AZ1 5,400,000.00 Inter-American Devel Bank Note4.25% Due 9/10/2018

104.597 1.35 % 5,648,238.00 89,250.00 5,737,488.00 0.00

Purchase 01/30/2017 4581X0BZ0 5,000,000.00 Inter-American Dev Bank Note0.875% Due 3/15/2018

99.609 1.23 % 4,980,450.00 16,406.25 4,996,856.25 0.00

Purchase 01/30/2017 459058EJ8 5,000,000.00 Intl. Bank Recon & Development Note1% Due 6/15/2018

99.675 1.24 % 4,983,750.00 6,250.00 4,990,000.00 0.00

Purchase 01/31/2017 3133782M2 1,100,000.00 FHLB Note1.5% Due 3/8/2019

100.431 1.29 % 1,104,741.00 6,554.16 1,111,295.16 0.00

Purchase 01/31/2017 3133782M2 440,000.00 FHLB Note1.5% Due 3/8/2019

100.431 1.29 % 441,896.40 2,621.67 444,518.07 0.00

Purchase 01/31/2017 912828R85 250,000.00 US Treasury Note0.875% Due 6/15/2019

98.977 1.31 % 247,442.24 282.45 247,724.69 0.00

Subtotal 22,592,619.69 22,835,381.33 158,199.28 22,993,580.61 0.00

TOTAL ACQUISITIONS 22,592,619.69 22,835,381.33 158,199.28 22,993,580.61 0.00

DISPOSITIONS

Maturity 01/12/2017 89233P5S1 2,000,000.00 Toyota Motor Credit Corp Note2.05% Due 1/12/2017

100.000 2,000,000.00 0.00 2,000,000.00 0.00


100.000 50,005,000.00 0.00 50,005,000.00 0.00


100.000 6,382,000.00 0.00 6,382,000.00 0.00


100.000 5,925,000.00 0.00 5,925,000.00 0.00

Maturity 01/13/2017 06538BND1 4,500,000.00 Bank of Tokyo Mitsubishi NY Discount CP0.73% Due 1/13/2017

99.939 4,500,000.00 0.00 4,500,000.00 0.00

Maturity 01/13/2017 06538BND1 450,000.00 Bank of Tokyo Mitsubishi NY Discount CP0.73% Due 1/13/2017

99.939 450,000.00 0.00 450,000.00 0.00


100.000 50,000.00 0.00 50,000.00 0.00

Maturity 01/27/2017 3137EADU0 3,000,000.00 FHLMC Note0.5% Due 1/27/2017

100.000 3,000,000.00 0.00 3,000,000.00 0.00


100.000 345,000.00 0.00 345,000.00 0.00

Page 1



Transaction Type




DISPOSITIONS


100.000 495,000.00 0.00 495,000.00 0.00

Subtotal 73,152,000.00 73,152,000.00 0.00 73,152,000.00 0.00

TOTAL DISPOSITIONS 73,152,000.00 73,152,000.00 0.00 73,152,000.00 0.00

OTHER TRANSACTIONS

Dividend 01/01/2017 900CIP$00 136,008,000.17 Orange County Investment Pool 0.000 2,619.69 0.00 2,619.69 0.00

Subtotal 136,008,000.17 2,619.69 0.00 2,619.69 0.00

TOTAL OTHER TRANSACTIONS 136,008,000.17 2,619.69 0.00 2,619.69 0.00

Page 2

Accrued Interest. The interest that has accumulated on a bond since the last interest payment up to, but not including, the

settlement date.

Basis Point. Unit of interest rates or yields expressed as a percentage. One hundred basis points equal one percent.

Book Value. The value at which an asset is carried on a balance sheet. To calculate, take the cost of an asset adjusted for

the cumulative amortization of premium/discount recorded to date.

Book Yield. The yield that equates the current amortized value of the security to its periodic future cash flows.

Call Risk. This reflects the danger that a bond might be called or redeemed during a period of declining interest rates. When

high-yielding investments are called during periods of declining interest rates, investors must then reinvest the proceeds in

obligations that have lower yields. Fund managers can reduce this risk by holding issues with longer periods of call

protection.

Cost Value. The original price paid for the investment, excluding interest purchased.

Coupon Rate. The annual interest rate that a debt issuer promises to pay an investor.

Credit Risk. Reflects the possibility that the issuer will not make promised interest and principal payments on time or in full.

Treasury securities are considered to have no risk.

Discount. The amount which is deducted from the par value when purchasing a security that has a coupon rate lower than

the current market value.

Duration. The weighted average time to maturity of a bond where the weights are the present value of future cash flows.

Duration measures the price sensitivity of a bond to changes in interest rates.

Event Risk. This reflects the chance that a leveraged buyout, takeover, or other recapitalization would materially weaken the

claims of existing bondholders, sometimes to the benefit of stockholders. A classic example was the buyout of RJR Nabisco.

The company’s bond prices declined after its creditworthiness was downgraded to reflect a higher debt load.

Fixed Income Security. A debt instrument with a fixed or variable interest component and a maturity date.

Gain/Loss. The unrealized gain or loss on the security, compared to either cost or amortized value, as of the date of the

report.


Page 1

Interest Pur/Sold. The accrued interest purchased or sold on the transaction. When a bond is purchased or sold between

coupon payment dates, the accrued interest up to the settlement date of the transaction is included in the net proceeds.

Interest Rate (or Market) Risk. The risk that the market value of the portfolio will rise or fall when interest rates fluctuate.

When interest rates rise, bond prices fall. The longer the maturity of the bond and the lower the coupon rate, the greater the

vulnerability to a change in interest rates.

Liquidity Risk. Esoteric securities and other thinly traded securities carry the danger of not being easily or quickly sold. This

means that the fund manager may have to accept a sub-optimal bid for securities if a competitive market does not exist and

the manager must liquidate the position on short notice.

Market Value. The current fair value of an investment, as determined by transactions between willing buyers and sellers.

Maturity Date. The date on which the principal or last principal payment on a debt is due and payable.

Money Market Security. A short-term debt instrument such as a treasury bill or commercial paper.

Mkt YTM (Market Yield to Maturity). The internal rate of return that equates the periodic future cash flows (interest

payments and redemption value) to the market price, assuming that all cash flows are invested at the same yield to maturity

rate.

Par Value/Units. The face value of a security which represents the amount to be paid by the issuer at maturity.

Premium. The amount above the par value which is paid to purchase a security that has a coupon rate higher than the

current market rate.

Reinvestment Risk. When interest rates fall, so do the rates at which bond interest payments can be reinvested. This

reduces realized yields, since the bondholder will earn less “interest on interest.” Zero-coupon bonds do not make periodic

interest payments, and as such, are not subject to reinvestment risk.

Yield. The internal rate of return on an investment. Yield encompasses the following factors: historical cost, coupon rate,

interest payments and their reinvestment and maturity date.


Page 2

125 Pacifica, Irvine, CA 92618 949/754-3400 FAX 949/754-3467 DATE: March 9, 2017 TO: Foothill/Eastern Transportation Corridor Agency Board of Directors FROM: Maria Fazio, Manager, Budget and Planning SUBJECT: Second Quarter Fiscal Year 2017 Budget Status Report STAFF RECOMMENDATION: Receive and file. BACKGROUND: The Board of Directors approved the Foothill/Eastern Transportation Corridor Agency (F/ETCA) Fiscal Year 2017 (FY17) budget on June 9, 2016. Budget amendments are generally proposed when a marked change in operating results is anticipated to have a measurable impact on future revenues or expenses. There have been no budget amendments through the second quarter of FY17. Since all budget appropriations lapse at year-end, expense line items are not routinely adjusted down. The Chief Executive Officer (CEO) has the authority to make budget transfers and reallocate funds within the major categories of Administration, SR 241, Capital Improvement Projects, Other Planning, Environmental and Construction, Toll Operations, and Debt Expenses, subject to controls in place under the 2013 and 2015 Indentures of Trust, the Board’s approved Contracts and Procurement Manual, Investment Policy, Staffing and Compensation Plan, and the Agency’s enabling legislation. The approved sources budget for FY17 is $433.9 million, which includes $192.6 million of revenue, $11.1 million of cash on hand restricted for debt service, and $230.2 million of available cash. The expenditures budget for FY17 totals $199.0 million. The attached report analyzes variances based on year-to-date unaudited revenues and expenditures.

Second Quarter Fiscal Year 2017 Budget Status Report File No. 2016F-004 March 9, 2017 Page 2

DISCUSSION: Revenue Summary FY17 revenues for the six months ended December 31, 2016, of $96.5 million represent 50.1% of the $192.6 million in annual budgeted revenues. Variances by type of revenue and detailed explanations are included below.

Annual Above/(Below) % ofOriginal Amendments Amended Actual Original OriginalBudget & Transfers Budget To Date Budget Budget*

Revenues:

Net Toll Revenue 139,664 - 139,664 71,075 (68,589) 50.9% (1)

Penalties 19,200 - 19,200 8,639 (10,561) 45.0% (2)

Fees 10,387 - 10,387 5,135 (5,252) 49.4% (3)

Development Impact Fees 19,000 - 19,000 8,727 (10,273) 45.9% (4)

Interest Earnings 3,756 - 3,756 2,595 (1,161) 69.1% (5)

Other Revenue 605 - 605 317 (288) 52.4% (6)

Total Revenues 192,612 - 192,612 96,488 (96,124) 50.1%


FootIill/Eastern Transportation Corridor AgencyBudget to Actual Revenues


Description

(1) At the end of the second quarter of FY17, the Agency had recorded net toll revenue

of $71.1 million, or 50.9% of the annual budget. Revenue is above target due to increased transactions.

(2) Penalties were budgeted for FY17 at $19.2 million. Actual revenue received totaled

$8.6 million, or 45.0% of the annual budget. Violation penalty revenue is recorded on a cash basis when it is collected, often many months after the related transactions occur on our roads. The Agency continues to waive penalties for first time violations and has expanded toll account programs with major rental car agencies thereby improving customer service and reducing potential violations. The effects of these programs may result in penalties revenue being below budget for FY17. The Agency will continue to monitor this item.

(3) Fees were budgeted for FY17 at $10.4 million. Actual revenue received totaled

$5.1 million, or 49.4% of the budget. Fees revenue includes account maintenance fees on FasTrak® accounts and other miscellaneous fees related to operations as well as fees related to programs with San Francisco Airport and rental car agencies.

(4) Development Impact Fee collections totaled $8.7 million, representing 45.9% of the

annual budget. Development impact fees, assessed on new residential and non-residential (commercial, industrial, etc.) development, are highly cyclical as they


are based on market conditions. The budget was based on recent collection trends; however, the exact timing of receipts is not known.

(5) Interest earnings for the fiscal year are above the annual budget at $2.6 million, or

69.1% primarily resulting from working with the Agency’s investment advisor to implement an active management strategy which has allowed the Agency to take advantage of the Federal Open Market Committee increasing the Fed Funds interest rate.

(6) Other Revenue budgeted at $605,000 totaled $317,000 or 52.4% of the annual

budget. Other Revenue received includes $303,000 for rental income from the San Joaquin Hills Transportation Corridor Agency and $14,000 in miscellaneous receipts.

Expenditures Summary Through the end of the second quarter of FY17 actual expenditures on an accrual basis of $77.4 million represent 38.9% of the $199.0 million annual expenditures budget. Variances by expenditure and explanations of any significant variances are provided below. A detailed expenditure report by category follows the summary explanations.

Prorated% of Amended

Amendments Annual Amended Prorated Budget vsOriginal & Amended Actual Balance Budget Amended Actuals

Description Budget Transfers Budget To Date Remaining Expended Budget VarianceAdministration:

Nonoperating Administration 9,312 - 9,312 3,760 5,553 40.4% 4,656 897

Toll Operating Administration 8,343 - 8,343 3,901 4,442 46.8% 4,172 271

Total Administration 17,655 - 17,655 7,661 9,994 43.4% 8,828 1,167 (7)

Planning, Environmental and Construction 53,720 - 53,720 6,934 46,786 12.9% 26,864 19,930 (8)

Toll Operations:

Customer Service & Toll Compliance 9,976 76 10,052 4,378 5,674 43.6% 5,026 648

Toll Systems 2,156 (80) 2,076 819 1,257 39.5% 1,038 219

Toll Facilities 762 - 762 316 446 41.5% 381 65

Operations Equipment 1,990 4 1,994 923 1,071 46.3% 997 74

Total Toll Operations 14,884 - 14,884 6,436 8,448 43.2% 7,442 1,006 (9)

Debt 112,770 - 112,770 56,385 56,385 50.0% 56,385 - (10)

Total Expenditures 199,029 - 199,029 77,416 121,613 38.9% 99,519 22,103


FootIill/Eastern Transportation Corridor AgencyBudget to Actual Expenditures


(7) Total Administration expenditures were $7.7 million or 43.4% of the $17.7 million

annual amended budget. The variance of $1.2 million between the prorated amended budget and year-to-date expenses in this category is explained as follows:

• Salaries, benefits, employer taxes, and temporary help are approximately

$118,000 lower than the prorated amended budget. These items are considered on track with the annual budget.


• Insurance is lower than the prorated amended budget by $72,000 primarily

due to the self-insured retention that has not been used and renewals of other policies that came in under budget. Coverage for various policies has been combined into other policies also resulting in savings.

• Consulting and Other Services is lower than the prorated amended budget by

$242,000 and are incurred as needed.

• Marketing is lower than the prorated amended budget by $77,000 at the end of the second quarter of the fiscal year due to lower actual paid media than forecasted. Increased media spending will occur in the spring and this item is considered on track with the annual budget.

• Building Services for the Pacifica building is lower than the prorated amended

budget by $121,000 due to maintenance and landscape projects expected to occur later in the fiscal year.

• Pacifica Fixed Assets is higher than the prorated amended budget by $227,000

primarily due to anticipated early fiscal year costs for the Pacifica building Heating, Ventilation, and Air Conditioning upgrade and Boardroom Remodel projects. This item is considered on track with the annual budget.

• SR 241 Administration expenses are $407,000 under the prorated amended

budget at the end of the second quarter of the fiscal year due to the timing of the project. Consulting and outreach expenses are used only on an as needed basis.

• SR 241 Legal expense is lower than the prorated amended budget by

$164,000 These expenditures are incurred on an as needed basis.

• Several expenses including Board Compensation, Legal Expense, Telephone/ Communications, Office Expense, Education, Seminars and Memberships, Rents and Leases, Transportation and Travel, and Office Equipment comprise $193,000 of the remaining Administrative Expenses that are under the prorated amended budget. These expenses are incurred on an as needed basis.

(8) Expenditures in the Planning, Environmental and Construction categories totaled

$6.9 million or 12.9% of the $53.7 million budget. The variance of $19.9 million between the prorated amended budget and actual results at the end of the second quarter of the fiscal year is a result of the following:

• 241 to I-5 Connection and Oso Bridge and Gap Closure Design,

Environmental, Right-of-Way, and Construction Management were budgeted for FY17 at $30.9 million. Year-to-date expenses of $5.7 million are $9.7


million under the prorated amended budget. The items in this category are under budget due to the timing of the projects.

• Capital Improvement Projects (CIP) expenditures are at $862,000 or 4.4% of

the $19.8 million annual amended budget through the end of the second quarter, and under the prorated amended budget by $9.0 million. The status of projects in the CIP budget are as follows:

o The Wildlife Safety Fencing project is $18,000 under the prorated

amended budget due to a contract time extension to complete the Final Post-Construction Monitoring Report, as well as a revision to the frequency of monitoring from monthly to quarterly, which will provide a cost savings to the Agency while preserving the ability to document the effectiveness of the new fence. Staff anticipates the final monitoring report to be submitted in February 2019.

o The SR 241/91 Connector is $6.2 million under the prorated amended budget at 5.1% of the annual amended budget. The final engineering contract had been anticipated to begin earlier in the fiscal year but was just approved by the Board of Directors in October 2016. This project is on target with the project budget.

o The Toll Booth Removal project is budgeted at $3.0 million and is under the prorated amended budget by $1.5 million due to the commencement of the project later in the fiscal year. The design work for this project is near completion and construction is anticipated to start in March 2017.

o The Signage Improvements project is under the prorated budget by $1.4

million with expenditures through the end of the second quarter of $104,000 or 3.5% of the $3.0 million annual amended budget. The project is currently in the design phase and alternatives are being developed for review by Caltrans. Construction is expected to start in the summer of 2017.

• Other Planning, Environmental and Construction not related to current CIP

projects is under the prorated amended budget by $1.2 million Funding for ongoing environmental mitigation costs and studies to monitor the Agency’s compliance with permits and other environmental documents occur at various times throughout the year, but only as needed.

(9) Expenditures in the Toll Operations category totaled $6.4 million or 43.2% of the

$14.9 million annual amended budget. Toll Operations consists of costs associated with customer service, toll compliance, toll systems, toll facilities, and operations equipment. The variance of $1.0 million between the prorated budget and actual results at the end of the second quarter is a result of the following.


• Customer Service and Toll Compliance expenditures were under the prorated amended budget by $648,000 and at 43.6% of the annual amended budget primarily due to labor costs that were not spent as a result of not being fully staffed through the second quarter of the fiscal year and decreased customer service expenses related to postage and printing services. The implementation of the rental car program and e-statements for new account enrollments has resulted in decreased costs in printing and postage associated with statements and violation notice mailings.

• Toll Systems is lower than the prorated amended budget by $219,000 and at 39.5% of the annual amended budget. Project costs are expected to be incurred later in the fiscal year and consulting services and replacement parts in these categories are spent as needed.

• Toll Facilities is lower than the prorated amended budget by $65,000 and at 41.5% of the annual amended budget primarily due to projects, maintenance, and repairs that are incurred as needed or expected to occur later in the fiscal year.

• Total Operations Equipment expenditures are under the prorated amended budget by $74,000 and at 46.3% of the annual amended budget due to vehicle and toll equipment purchases scheduled for later this fiscal year or that are incurred as needed.

(10) FY17 Debt of $56.4 million represents 50.0% of the annual amended budget. The

Agency budgets and makes debt payments as scheduled in the bond documents. CONCLUSION: Through the end of the second quarter of FY17, the Foothill/Eastern Transportation Corridor Agency received a total of $96.5 million in revenue, or 50.1% of the annual budget. Net Toll Revenue, Interest Earnings, and Other Revenue were above target at 50.9%, 69.1%, and 52.4%, respectively. Penalties, Fees, and Development Impact Fees are below target at 45.0%, 49.4%, and 45.9%, respectively. Total expenditures were at $77.4 million or 38.9% of the annual amended budget at the end of the second quarter of the fiscal year. Administration, Planning, Environmental and Construction, and Toll Operations were below the annual budget at 43.4%, 12.9%, and 43.2%, respectively. Debt was at an expected 50.0%.




Administration:

Regular Salaries & Temporary Help 4,663 - 4,663 2,163 2,500 46.4% 53.6%

Board Compensation 89 - 89 21 68 23.6% 76.4%

Benefits 1,765 - 1,765 940 825 53.3% 46.7%

Employer Taxes 90 - 90 38 52 42.2% 57.8%

Insurance 1,076 - 1,076 466 610 43.3% 56.7%

Legal Expense 772 - 772 372 400 48.2% 51.8%

Telephone/Comm 84 - 84 41 43 48.8% 51.2%

Office Expense 328 - 328 110 218 33.5% 66.5%

Educ, Seminar, Membership, Mtg 175 (12) 163 56 107 34.4% 65.6%

Consulting & Other Services 1,432 12 1,444 479 965 33.2% 66.8%

Marketing 710 - 710 278 432 39.2% 60.8%

Publications & Subscriptions 6 - 6 3 3 50.0% 50.0%

Rents & Leases 71 - 71 35 36 49.3% 50.7%

Building Services 628 - 628 193 435 30.7% 69.3%

Transportation & Travel 231 - 231 53 178 22.9% 77.1%

Office Equipment 43 - 43 12 31 27.9% 72.1%

Pacifica Fixed Assets 1,473 - 1,473 963 510 65.4% 34.6%

Subtotal Administration 13,636 - 13,636 6,223 7,413 45.6% 54.4%

SR 241 Administration:

Administration 3,244 - 3,244 1,214 2,030 37.4% 62.6%

Legal 775 - 775 224 551 28.9% 71.1%

Subtotal SR 241 Admin 4,019 - 4,019 1,438 2,581 35.8% 64.2%

Total Administration 17,655 - 17,655 7,661 9,994 43.4% (7) 56.6%

Planning, Environmental and Construction:

SR 241:

Design/Program Mgmt 3,320 242 3,562 675 2,887 19.0% 81.0%

Design Special Studies & Other 2,403 (242) 2,161 733 1,428 33.9% 66.1%

Design Contingency 220 - 220 - 220 0.0% 100.0%

Design General Engineering Cost 625 - 625 36 589 5.8% 94.2%

Environmental 12,913 - 12,913 4,187 8,726 32.4% 67.6%

ROW Acquisitions, Appraisals & Other 11,089 - 11,089 30 11,059 0.3% 99.7%

Construction Management & Other Constr 300 - 300 27 273 9.0% 91.0%

Total SR 241 30,870 - 30,870 5,688 25,182 18.4% 81.6%

Capital Improvement Plan (CIP):

Wildlife Safety Fencing 60 3 63 14 49 22.2% 77.8%

SR241/91 Connector 13,770 (50) 13,720 704 13,016 5.1% 94.9%

Toll Booth Removal 2,957 47 3,004 40 2,964 1.3% 98.7%

Signage Improvements 2,988 - 2,988 104 2,884 3.5% 96.5%

241 Widening-133 to Chapman (Loma Seg) 3 - 3 - 3 0.0% 100.0%

Total Capital Improvement Plan 19,778 - 19,778 862 18,916 4.4% 95.6%

Other Planning, Environmental and Construction:

Environmental 910 - 910 92 818 10.1% 89.9%

Design/Program Mgmt 973 - 973 228 745 23.4% 76.6%

Design Special Studies & Other 460 - 460 16 444 3.5% 96.5%

ROW Acquisitions, Appraisals & Other 329 - 329 9 320 2.7% 97.3%

Other Construction FETC 400 - 400 39 361 9.8% 90.2%

Total Other Planning, Environ and Constr 3,072 - 3,072 384 2,688 12.5% 87.5%

Total Planning, Environmental and Construction 53,720 - 53,720 6,934 46,786 12.9% (8) 87.1%

Foothill/Eastern Transportation Corridor AgencyBudget to Actual Expenditures





Foothill/Eastern Transportation Corridor AgencyBudget to Actual Expenditures


Toll Operations

Customer Service & Toll Compliance 9,976 76 10,052 4,378 5,674 43.6% 56.4%

Toll Systems 2,156 (80) 2,076 819 1,257 39.5% 60.5%

Toll Facilities 762 - 762 316 446 41.5% 58.5%

Subtotal Toll Operations 12,894 (4) 12,890 5,513 7,377 42.8% 57.2%

Operations Equipment:

Transponder Equipment 1,772 - 1,772 883 889 49.8% 50.2%

Toll Equipment 218 4 222 40 182 18.0% 82.0%

Total Equipment 1,990 4 1,994 923 1,071 46.3% 53.7%

Total Toll Operations 14,884 - 14,884 6,436 8,448 43.2% (9) 56.8%

Debt Service 112,770 - 112,770 56,385 56,385 50.0% (10) 50.0%

Total Expenditures 199,029 - 199,029 77,416 121,613 38.9% 61.1%


(7), (8), (9), (10) See Expenditures Summary section of report


DATE: March 9, 2017 TO: Foothill/Eastern Transportation Corridor Agency Board of Directors FROM: Paul Bopp, Engineering Manager, Corridor Management Group SUBJECT: Oso Bridge Project – Utility Relocation Design Services STAFF RECOMMENDATION: 1. Authorize the chief executive officer (CEO) to amend task order TO-001 within contract

K001051 with T. Y. Lin, International, for an amount not-to-exceed $65,852, to provide supplemental engineering consulting services.

2. Authorize the CEO to execute additional amendments to this task order within five percent


BACKGROUND: The Oso Bridge Project consists of an overcrossing bridge structure at Oso Parkway and construction of a mainline roadway gap closure between the southern terminus of the State Route 241 (SR 241) Toll Road and the northern terminus of Los Patrones Parkway, currently under construction by the Rancho Mission Viejo in cooperation with the County of Orange. The Oso Bridge Project will allow users of Los Patrones Parkway to directly access the 241 Toll Road without having to use an off-ramp, wait at a signalized intersection and then use an on-ramp. The straight through movement would be accomplished via a newly constructed mainline roadway, which is proposed to go under the new Oso Parkway Bridge. This improved access will enhance traffic operations and safety and is anticipated to increase ridership on the 241 Toll Road. Utilities that presently exist within Oso Parkway must be temporarily relocated as part of the Oso Bridge Project to allow for construction of the new bridge. The Santa Margarita Water District (SMWD) has two existing domestic water lines, one 16-inch and one 24-inch, that will be part of the project utility relocations. Following the bridge construction, these water lines will then be permanently relocated into the newly constructed bridge structure.

Oso Bridge Project – Supplemental Design Services File No. 2017F-009 March 9, 2017 Page 2 of 2

DISCUSSION: In early coordination meetings with SMWD, it was discussed that SMWD would perform the design work required for the relocation of the water lines. Therefore, this work was not included in the task order scope of work for the Oso Bridge Project presently being performed by T.Y. Lin International. Recently, SMWD informed F/ETCA staff that due to the complexity of designing the utility through a bridge structure they did not have the immediate expertise available to provide the design in an efficient manner and requested that the Agency perform the work. T.Y. Lin International has provided F/ETCA with a cost estimate of $65,852 to perform the SMWD utility relocation design. Staff has determined that this is a reasonable cost for the scope or work involved based upon review of hourly rates and comparison to other consultants that perform similar type work. To maintain the design schedule for completion of Plans, Specifications and Estimate (PS&E) by April 2017, staff is requesting that the SMWD utility relocation design be performed by T.Y. Lin International as part of an amendment to design contract K001051 in order to move forward with the project. BUDGET: Funding for the requested amendment in the amount of $69,145 is included in the Fiscal Year 2017 budget. CONCLUSION: Staff is recommending the approval of a contract amendment with T.Y. Lin International to increase task order TO-001 to provide additional utility relocation engineering consulting services related to SMWD utility relocation design for the Oso Bridge Project.

PROCUREMENT SUMMARY REPORT File No. 2017F-009 Contract #: K001051 Task Order #: TO-001 Revision 5 Title: Engineering Design Consulting Services On-Call Oso Bridge Project – Supplemental Design Services Consultant: T.Y. Lin International (Irvine, CA) Subconsultants: 1. Earth Mechanics, Inc. (Fountain Valley, CA) 2. Lynn Capouya, Inc. (Irvine, CA) 3. Towill, Inc. (Orange, CA) Procurement Process

Type: Negotiated Task Order Award Criteria: Qualifications Negotiated Price: Not-to-Exceed (“NTE”) $65,852 Contingency: NTE $3,293 Contract Notes: Revision 5 to TO-001 authorizes Consultant to provide supplemental engineering consulting services related to SMWD utility relocation design to accommodate the Oso Bridge project. Consultant was pre-qualified for On-Call Engineering Design Consulting Services through a competitive Request for Statement of Qualifications previously approved by the Boards of Directors on July 9, 2015. All-inclusive labor rates remain unchanged. Contract No. K001051 Compensation:

SJHTCA F/ETCA TOTAL Original NTE Amount $ 0.00 $ 0.00 $ 0.00

Previous Revisions $ 0.00 $1,592,785.00 $1,592,785.00 Oso Bridge Project – Design Services

Current NTE Amount $ 0.00 $1,592,785.00 $1,592,785.00 Proposed Task Order TO-001 Revision 5 $ 0.00 $ 65,852.00 $ 65,852.00 Supplemental Design

Services Revised NTE Amount $ 0.00 $1,658,637.00 $1,658,637.00

COMMITTEE TRANSMITTAL DATE: March 9, 2017 TO: Members of Board of Directors FROM: Samuel Johnson, Chief Toll Operations Officer SUBJECT: Customer Service Center (CSC) Operations

SUBJECT: Joint Toll Operations Committee Meeting – February 22, 2017 Present: Scott Peotter (Chair), Ed Sachs (Vice-Chair), Ross Chun, Bert Hack, Chuck

Puckett, Christina Shea, and Scott Voigts Absent: Tony Beall and Todd Spitzer Committee Discussion Staff presented the Committee with information on the proposal evaluation, negotiations and due diligence efforts related to the procurement for a new customer service operations contractor. Staff is recommending the contract, K001131, be awarded to Faneuil, Inc., as they were identified as the best proposer capable of supporting TCA’s focus on continuous improvement and elevating the Agency’s customer service operations in a cost effective manner. Staff provided the Committee the procurement goals and process, evaluation process and results, proposal ranking along with independent evaluator rankings, and evaluation observations. Staff discussed the negotiation process and provided information from their site visits to three of Faneuil’s existing customer service operation locations. The Committee inquired and received responses from staff regarding the nature of the contract being on a “time & materials” basis where TCA will only pay for the work needed and that the contract includes incentives and disincentives to enforce and motivate performance. Staff expects the transition to be completed in late April or early May if approved by the Board of Directors.

Recommendation: Present staff’s recommendation for award of Contract K001131 to Fanueuil to the Boards of Directors for consideration. Motion: Voigts Second: Shea Vote: Unanimous


DATE: March 9, 2017 TO: San Joaquin Hills Transportation Corridor Agency Board of Directors Foothill/Eastern Transportation Corridor Agency Board of Directors FROM: Samuel Johnson, Chief Toll Operations Officer SUBJECT: Customer Service Center (CSC) Operations STAFF RECOMMENDATION: San Joaquin Hills Transportation Corridor Agency Recommendation:

1. Authorize the chief executive officer (CEO) to execute Contract No. K001131 with Faneuil, Inc, to provide Customer Service Center (CSC) Operations, on a time and materials basis, for a term ending on June 30, 2022, with a not-to-exceed amount of $19,380,000 plus, optional extensions of up to an aggregate of ten (10) additional years, including: one 5-year, one 3-year option; and two 1-year options.

2. Authorize the CEO to execute additional amendments to this contract up to ten percent

($1,938,000) of the contract authorization.

Foothill/Eastern Transportation Corridor Agency Recommendation: 1. Authorize the CEO to execute Contract No. K001131 with Faneuil, Inc, to provide Customer

Service Center (CSC) Operations, on a time and materials basis, for a term ending on June 30, 2022, with a not-to-exceed amount of $18,620,000; plus, optional extensions of up to an aggregate of ten (10) additional years, including: one 5-year, one 3-year option; and two 1-year options.

2. Authorize the CEO to execute additional amendments to this contract up to ten percent

($1,862,000) of the contract authorization.

Customer Service Center (CSC) Operations File No. 2017J-014 Page 2 of 8 March 9, 2017

BACKGROUND: The Transportation Corridor Agencies (TCA) is committed to providing excellent customer service, improving mobility and preserving its customers’ quality of life. TCA oversees California's largest toll road network, comprised of State Routes 73, 133, 241 and 261 which make up 20 percent of Orange County’s highway. TCA’s Customer Service Center (CSC) supports nearly one million account holders, managing over 76,000 inbound calls and 3,300 walk-in customers per month. Providing efficient, courteous, and high-quality service, along with effectively managing operations are one of TCA’s top priorities. Core to TCA’s strategy is the utilization of private industry resources and expertise in managing customer service operations with optimal efficiency. Firms with extensive experience in this field utilize sophisticated tools and strategies that have been honed through delivery of “customer care” services for multiple clients and industries. Their management expertise; ability to establish and maintain a well-trained and motivated workforce; and proven and ongoing development of best practices are essential to TCA’s ability to achieve the Agencies’ goals for customer service excellence and financial stability. Supporting this goal necessitates awarding a performance-based, time and materials contract to a highly-qualified firm to serve as TCA’s long-term customer service operations partner. The selected partner would be responsible for all work within customer service, including managing the call center, emails, transponder fulfillment, and violation resolutions. The Joint Toll Operations Committee and the Customer Service Procurement Ad-Hoc Committee provided oversight and strategic direction to staff throughout the planning and completion of the procurement. The award recommendation was discussed at the February 22nd Joint Toll Operations Committee Meeting and unanimously recommended for consideration by the Boards. DISCUSSION: As part of the Agency’s strategy to procure “best of class” systems and services, TCA issued a request for proposals (RFP) on October 26, 2016, from firms experienced in Customer Service Center (CSC) Operations. The RFP’s scope of work, as well as terms and conditions, encompasses all aspects of work performed in customer service and utilizes a balanced scorecard approach to measure and motivate overall performance through the combined use of incentives and disincentives. Key to the performance of the work, is the firm’s ability to maintain an optimum level of staffing that adjusts based upon projected seasonal and daily work volumes. The terms of the contract provide for compensation on a time and materials basis, determined by the committed productivity levels in each area of work and capped by the number of hours needed to manage actual work


volumes. The selected firm is fully responsible for the productivity of their employees and assumes the risk of over or under staffing. To foster the desired partnership and TCA’s focus on continuous improvement, the terms of the contract also include an incentive structure for identification and successful delivery of innovative ideas that reduce costs and enhance the Agencies’ operations. Staff’s goal for the procurement was to select a long-term, well-qualified firm who shares TCA’s goals of improving efficiency, productivity and customer service in a cost-effective manner. Procurement Process Five proposals were received and evaluated by a panel consisting of TCA staff from the toll operations and finance departments, as well as an experienced outside participant from the Bay Area Toll Authority. The firms' proposals were evaluated using a best value procurement process that included independent evaluator scoring of the criteria weighted on a scale of 1,000 points. Each criterion was preassigned maximum points according to their importance in satisfying TCA's requirements and needs as noted in the table below (Table 1). Each evaluator’s scoring determined that evaluator’s ranking of the proposals. These independent rankings were then totaled to determine overall ranking across the six evaluators. Principal evaluation factors included the comprehensiveness and capabilities of the firm's ability to optimize staffing levels; approach to employee training and engagement; experience in similar operations and transitions of operations; strength of key personnel in performing the work and achieving TCA’s goals; client references and proposed compensation. Table 1

Evaluation Category Max Points Staffing Model/Staffing Plan - Comprehensiveness and capabilities of Proposer’s Staffing Model to develop an adequate and efficient Staffing Plan to meet Project needs.

300

Management Approach and Operational Capability - Management philosophy for obtaining, training and retaining appropriate and capable staff, and Proposer’s ability to transition seamlessly into full CSC operations.

200

Compensation Proposal - Price Evaluation. 200 Firm Experience and Qualifications - Experience in operating similar service and call centers together with its ability to respond to change. Also includes corporate financial stability.

100

Project Team Experience and Qualifications - The experience, availability, and organization of the Key Personnel. CSC Program/Operations Manager references were also considered.

75

References - Response to the reference questionnaire, direct discussions with the reference contacts, and comments and feedback received from other agencies.

75


Ease of Administration - Adherence to proposal instructions and conditions; clarity of Proposal; and assessment of coordination/partnering capabilities and risk.

50

TOTAL 1,000 A two-step process for evaluation and final recommendation was conducted. Step l consisted of the independent evaluation of technical proposals. Step 2 consisted of the independent evaluation of the compensation proposals. Each evaluator’s scores from both steps were totaled to determine evaluator rankings and then the rankings were combined to determine overall rankings among the five proposals. As presented in the following table (Table 2), the completed evaluations and rankings resulted in the clear distinction and unanimous recommendation of the top-ranked firm, Faneuil, who also proposed the most competitive compensation, providing ongoing savings to TCA. The noted pricing is inclusive of startup costs and the first year of operations which was based on TCA provided work volumes to support the fair comparison of costs. Based on the evaluation results, approval by the Ad-hoc Committee and after conferring with the Joint Toll Operations Committee, staff notified the proposers of their ranking and entered into negotiations with Faneuil. Table 2

CONTRACTOR RANKING RANKING TOTAL PRICE

Faneuil, Inc. Hampton, VA 1 6 $6,220,715

EGIS Projects, Inc. Orlando, FL 2 13 $7,171,012

Cofiroute USA, LLC Irvine, CA 3 14 $8,126,132

Emovis US, Inc. Westbury, NY 4 23 $11,505,982

Cognizant Technology Solutions US Corporation College Station, TX 5 30 $11,179,752

Evaluation Observations Staff was impressed with the quantity and quality of the proposals received. All of the proposers highlighted their plan to offer employment to existing TCA customer service staff as a means to accelerate the transition and ensure that TCA’s operations were not impacted. While the three top ranked firms were identified as qualified and capable to perform the work for TCA, Faneuil distinguished itself through its:

• vast experience in customer service operations across multiple industries; • demonstrated capabilities in transitioning operations and associated staff;


• workforce management tools and ability to manage intraday staffing levels; • planned use of an existing supplemental call center to support call volumes; • approach to employee engagement and training; • price proposal; and • the ability to continuously develop and incorporate best practices from the customer service

industry and national operations.

The second-ranked firm, EGIS Projects, presented a solid workforce management approach along with broad experience that would support TCA’s operations but with less capable software tools which could result in less than optimum staffing levels. Their proposed pricing also reflected cost risk to TCA due to the broad pay ranges for frontline staff and TCA’s required use of the salary range mid-point for compensation. The third-ranked firm, Cofiroute USA, presented a more narrow and limited experience, as compared to Faneuil and EGIS Projects, that resulted mainly from its work for a single client. Cofiroute’s proposal demonstrated minimal experience in workforce management for an operation at a scale similar to TCA’s and proposed use of sub-consultants with no specified industry experience or prior partnering history. Their price proposal was also less appealing due to fixed costs for subs, regardless of work volumes, and a significant increase in ongoing operations costs over the top-ranked firm of approximately $2 million per year. In all, the evaluation panel concluded that Faneuil was the most capable and likely firm to elevate TCA’s customer service operations in support of the Agencies’ goal for excellence. Faneuil, Inc. Faneuil, Inc., offers more than 23 years of focused experience delivering outsourced customer care. Specific to tolling, Faneuil has provided customer care, back office and violations processing support to transportation agencies for more than 11 years through the operation of both electronic and manual revenue collection programs. Among their transportation clients have been the Metropolitan Transportation Commission (CA), Florida and Virginia Departments of Transportation, North Texas Tollway Authority, Elizabeth River Crossings (VA), the I-495/I-95S Capital Beltway Express Lanes (greater DC), Metropolitan Washington Airports Authority – Dulles Toll Road, South Jersey Transportation Authority, Osceola and Volusia Counties in Florida, and most recently, the City of Del Rio, Texas. Faneuil has also provided services to other industries and clients such as airports, utilities and healthcare, including the Metropolitan Washington Airports Authority (MWAA) in Virginia; Washington Gas, Light-Energy; and the California, Washington and Connecticut health benefits exchanges.


Faneuil’s experience includes transitions to new front office operations and back office systems, including participation in user acceptance testing, and development of a training curriculum for the instruction of all front line, supervisory and management staff. This experience will be beneficial to TCA as staff works to complete the procurement and implementation of a new back office system for tolling operations. Faneuil will utilize TCA’s facilities and will primarily deliver the services from our location at 125 Pacifica, with a supplemental call center located in Orlando, FL. The supplemental call center will provide additional bilingual support and use staff dedicated to managing customer calls for TCA. To retain the skills of those most knowledgeable in the hands-on operation of the CSC and walk-in centers, Faneuil intends to interview and offer positions to the existing TCA employees who meet their criteria and wish to continue their association with the program under Faneuil management. The existing staff will be augmented by Faneuil’s management team, including executive staff that will be onsite through the transition, as well as through new staff that will be hired to achieve optimal staffing levels. Negotiations Staff conducted three days of negotiations, from February 6 through February 8, 2017, with Faneuil’s CEO, executive staff and key personnel to: further clarify their proposal and approach to work; ensure consistent understanding of each item in the scope of work; confirm understanding of the performance requirements and compensation terms; and to review Faneuil’s price proposal components. During the negotiation discussions, Faneuil consistently demonstrated a clear understanding of TCA’s goal of selecting a long-term, well-qualified, flexible, and responsive partner who is focused on the customer’s experience while also continuously seeking innovations and efficiencies to enhance customer service delivery in a cost-effective manner. Faneuil was receptive to TCA’s requested changes for incorporating their real-time workforce management tools; the addition of a deputy program manager role; and additional training of existing customer service personnel during the transition phase. No contentious issues or deficiencies were identified in the negotiations and Contracts staff are working with Faneuil to finalize documentation for the agreement, should the Board approve the contract award. It is anticipated that the transition to Faneuil’s operations will be complete in late April or early May.


Due Diligence Staff conducted extensive reference checks, contacting and receiving feedback from nine different agencies including the MWAA – Dulles Toll Road, Virginia Department of Transportation, North Texas Turnpike Authority and Metropolitan Transportation Commission in San Francisco, CA. All references were extremely positive and consistently cited characteristics that TCA staff had noted from Faneuil’s proposal and interaction through negotiations, citing Faneuil’s focus on client satisfaction; flexibility and responsiveness; and their consistent ability to adhere to performance requirements. TCA’s attorney, Nossaman, also conducted litigation research and did not identify any previous or current lawsuits that warranted consideration by the Boards. In addition, staff from the Toll Operations department conducted site visits February 13th - 15th of Faneuil’s operations in Clifton Forge, VA; Hampton, VA; and Orlando, FL (proposed supplemental call center). Staff was further encouraged as to the possible partnership with Faneuil, as staff at those locations conveyed characteristics similar to those outlined in their written proposal; experienced by TCA during negotiations; and cited by references. The offices were well organized and conducive call center environments with employee work and rest areas demonstrating a level of employee engagement that promotes high levels of performance. BUDGET: Fiscal Year (FY) 2017 funding of approximately $1.6 million is already included in the Board’s approved budgets. Estimated funding for ongoing operations in future fiscal years will be included in the proposed annual budgets based upon projected yearly work volumes. The total estimated funding for the base contract period, inclusive of contingency, is $41,800,000, with San Joaquin’s allocation being $21,318,000, and Foothill/Eastern’s allocation being $20,482,000. SUMMARY: As part of the Transportation Corridor Agencies' (TCA) commitment to excellent customer service, a procurement to select a long-term firm to provide customer service operations was conducted. The Request for Proposals (RFP) specified that the resulting agreement would be a performance-based, time and materials contract awarded to a highly-qualified firm, uniquely skilled in supporting TCA’s goals.


A six-member panel consisting of operations and finance staff, as well as a representative from the Bay Area Toll Authority, evaluated and ranked the five submitted proposals based on overall best value to TCA. The evaluation and subsequent due diligence identified that Faneuil, Inc was the best suited partner to support TCA in its continued goal of providing excellent customer service and that they offered the best ongoing operations price. As a reputable business process outsourcing provider, Faneuil will bring management expertise, proven best practices, and a well-trained workforce which will deliver a high-level of service to TCA’s customers. Faneuil’s experience in customer care, workforce management, management approach and existing operations reflect an understanding of TCA’s requirements as stated in the RFP. Staff is recommending the Boards authorize the CEO to execute a contract with Faneuil to provide customer service operations for the Agencies. Attachments: Procurement Summary Report

PROCUREMENT SUMMARY REPORT File No. 2017J-014 Contract #: K001131 Title: Customer Service Center (CSC) Operations Recommend Award To: Faneuil, Inc. Hampton, VA Procurement Process

Type: Request for Proposal Award Criteria: Best Value Negotiated Price: Not-to-Exceed $38,000,000 Contingency: Not-to-Exceed $3,800,000 Vendor Sourcing: The Agencies’ Contracts Department posted RFP K001131 on the Agencies’ PlanetBids e-procurement system on October 26, 2016. Sixty-two firms expressed interest in this procurement and five firms submitted proposals on December 20, 2016.

PROPOSAL EVALUATION CRITERIA Weighted Value

Firm Experience & Qualifications: Proposer’s experience in operating similar service and call centers together with its ability to respond to change. Also includes corporate financial stability.

100

Management Approach & Operational Capability: Proposer’s management philosophy for obtaining, training and retaining appropriate and capable Staff, and Proposer’s ability to transition seamlessly into full CSC operations.

200

Project Team Experience & Qualifications: Experience, availability, and organization of the Key Personnel, including their ability to combine responsibilities if necessary. CSC Program/Operations Manager references will also be considered.

75

Staffing Model & Staffing Plan: Comprehensiveness and capabilities of Proposer’s Staffing Model to develop an adequate and efficient Staffing Plan to meet Project needs.

300

References: Response to the reference questionnaire, direct discussions with the reference contacts, and comments and feedback received from other agencies.

75

Ease of Administration: Adherence to proposal instructions and conditions; clarity of Proposal; and assessment of coordination/partnering capabilities and risk.

50

Compensation Proposal 200

Total: 1000

Procurement Summary Report Board Report File No. 2017J-014 Contract Nos. K001131 Page 2 Evaluation - Ranking Results1:

FIRM RANKING EVALUATOR RANKING TOTAL2

PROPOSAL PRICE

Faneuil, Inc. Hampton, VA

• No subconsultants 1 6 $6,220,715

EGIS Projects, Inc. Orlando, FL

• No subconsultants 2 13 $7,174,012

Cofiroute USA, LLC Irvine, CA

• CDSNet, LLC • Human Numbers

3 14 $8,126,132

Emovis US, Inc. Westbury, NY

• Emovis Operations Ireland, Ltd. • Emovis Operations Leeds Ltd. • Emovis Technologies US, Inc. • Kelly Services • SSAE 16 Professionals, LLP

4 23 $11,505,982

Cognizant Technology Solutions US Corporation College Station, TX

• Gila LLC dba MSB • Duncan Financial Services, LLC

5 30 $11,179,752

1Award recommendation based on highest ranked firm’s proposal using six evaluators 2Sum of six evaluator rankings based on individual scoring using weighted criteria Proposal Evaluation – Evaluator Scoring and Rankings:

FIRM Faneuil EGIS Cofiroute Emovis Cognizant

Evaluator 1 Score 819 763 761 682 378

Ranking 1 2 2 4 5

Evaluator 2 Score 824 792 789 725 652

Ranking 1 2 2 4 5

Evaluator 3 Score 757 602 595 418 404

Ranking 1 2 3 4 5

Evaluator 4 Score 791 749 762 711 394

Ranking 1 3 2 4 5

Evaluator 5 Score 795 774 796 657 393

Ranking 1 3 1 4 5

Evaluator 6 Score 792 797 623 696 305

Ranking 1 1 4 3 5

Sum of Rankings: 6 13 14 23 30

Procurement Summary Report Board Report File No. 2017J-014 Contract Nos. K001131 Page 3 Contract Notes:

• Time and material based on hourly rates; other direct costs passed through with no mark-up. • The contract contains indemnification language approved by legal counsel.

Documents

JOINT MEETING OF THE BOARDS OF DIRECTORS€¦ · JOINT MEETING OF THE BOARDS OF DIRECTORS Ross Chun, Chair of the Board of Directors of the San Joaquin Hills Transportation Corridor