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Public Finance Division

State of California Variable Rate General Obligation Bonds
Optional Registry of Beneficial Owners

Please read the disclaimer information prior to submitting your registration

I. BACKGROUND AND DESCRIPTION

The State of California (the "State") has issued and intends to issue in the future General Obligation Bonds which bear interest at variable rates, such as Daily Rates, Weekly Rates, Flexible Rates, Term Rates and Auction Rates ("VR Bonds"). All of the VR Bonds will be held in Book-Entry Only form at the Depository Trust Company ("DTC"). Accordingly, all legal notices required by the resolutions under which VR Bonds have been issued will be given to DTC as the registered owner of record in accordance with such resolutions.

As a convenience to Beneficial Owners of VR Bonds, the State Treasurer will establish an Optional Registry of Beneficial Owners (the "Registry"). The Treasurer will undertake to send an electronic copy directly to each person on the Registry of every notice which is sent to DTC with respect to the VR Bonds. The State will also send to each person on the Registry a copy of any notice filed pursuant to any continuing disclosure undertaking for the VR Bonds pursuant to S.E.C. Rule 15c2-12. The terms and conditions governing the Registry, and procedures for listing in the Registry, are set forth below.

II. SINGLE REGISTRY FOR ALL VARIABLE RATE BONDS

The State will establish only a single Registry for all of its VR Bonds, including those to be issued in the future. Therefore, while the State will endeavor at all times to include CUSIP numbers in all notices, Beneficial Owners listed on the Registry ("Listed Owners") will be contacted every time the State has a notice to send with respect to any series of VR Bonds. It will be the responsibility of each Listed Owner to ascertain whether the notice pertains to the Bonds actually owned by the Listed Owner.

III. POLICIES GOVERNING THE REGISTRY

  1. Participation in the Registry is entirely voluntary on the part of Beneficial Owners. All Beneficial Owners, whether or not listed on the Registry, can expect to receive notices in the manner provided by DTC's operational arrangements.
  2. The only legally binding notices under the Resolutions governing VR Bonds are those given to DTC as the registered owner. Notices provided to Listed Owners are for convenience only, and do not have legal impact. Failure of the State to send any notice directly to a Listed Owner will not affect the legality of such notice to the extent it has been made to DTC as required under the Resolutions. The State will have no liability for any failure to send a notice, or other error or omission in the operation of the Registry.
  3. Proper listing in the Registry is the responsibility of the Beneficial Owner. Any Listed Owner may request to be removed from the Registry at any time. Institutional investors are requested to provide no more than three email addresses for listing in the Registry. Requests to be added to or removed from the Registry may be made only via the State Treasurer's Web site; requests made by fax, mail or telephone will not be recognized.
  4. Notices will only be given by email; fax or written notices will not be available. The Listed Owner is responsible for compatibility of its email system with the State's software for distributing notices.
  5. The Registry is not confidential. It is subject to the California Public Records Act.
  6. The State reserves the right, at any time and in its sole discretion, to modify any of the terms of operation of the Registry or to discontinue it altogether.

IV. AGREEMENT

Each Beneficial Owner, by submitting its name to be listed on the Registry, agrees to the policies and terms set out above, and agrees to hold the State harmless from any liability associated with the Registry.

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