III.C. Cash Management
III.C.1. Debt Management
III.C.1.01 - Purpose
It is the policy of the System to establish and maintain well defined debt management guidelines for issuing new debt as well as managing outstanding debt to sustain a strong debt management program providing the lowest available borrowing costs and greatest management flexibility. The Vice Chancellor Administration and Finance/CFO is responsible for establishing and maintaining Debt Management Procedures for the System.
III.C.1.02 - Scope
The System's Debt Management Procedures apply to all debt instruments issued by the System regardless of the purpose for which issued or the funding source for repayment including but not limited to main funding sources:
- General Obligation Bonds (Voted)
- Maintenance Tax Notes (Non-Voted)
- Revenue Bonds (Non-Voted)
- Lease Revenue Bonds (Non-Voted, subject to annual appropriations)
III.C.1.03 - Alternative Structures
The System will not use alternative methods of financial management products such as interest rate swaps, derivatives, etc. in connection with the outstanding debt and bonds issued under the System's Debt Management Procedures.
The term of debt shall not exceed 30 years. The average (weighted) bond maturities shall be kept at or below 25 years.
The System shall maintain an unrestricted operating fund balance. The fund balance shall be a reserve fund to enable the System to respond positively to unexpected variations in cash flow, financial emergencies, and expenditures deemed to be critical to the mission and purposes of the System. All expenditures from operating fund balances must be approved by the Board of Trustees. The range of fund balance to be maintained shall be determined annually by the Board with consideration given the guidelines promulgated by credit rating agencies (e.g. Moody's, Standard & Poor's) to ensure the System's favorable credit ratings.
Operating fund balances derived from savings realized at the end of each fiscal year may be established for individual colleges at the end of each fiscal year. Items for which the colleges may expend from fund balances must be reviewed in advance by the Chancellor, and approved by the Board of Trustees. Expenditures may only be made if the System operating fund balance is at the funding level designated by the Board of Trustees.
LSCS Policy Manual Section adopted by the Board of Trustees on June 3, 2010
III.C.2.01 Investment Management
It is the policy of the System that after allowing for the anticipated cash flow requirements of the System and giving due consideration to the safety and risk of investment, all available funds, as reported in the System's annual financial report, shall be invested in conformity with this Investment Policy and governing statutes, seeking to safeguard assets, maintain liquidity and optimize investment earnings.
Effective cash management is recognized as essential to good fiscal management and investment interest serves as a source of revenue to the System. The Systemís investment portfolio shall be designed and managed in a prudent manner to obtain reasonable revenue within the limitations of the System's cash flow needs, to be responsive to public trust and to be in compliance with legal requirements and limitations.
Investments shall be made with the following objectives in priority order:
a. Safety and preservation of principal;
b. Maintenance of sufficient liquidity to meet operating needs;
d. Public Trust; and
e. Optimization of earnings in the portfolio (Yield).
This Investment Policy extends to all financial assets under the direct control of the System.
The purpose of this Investment Policy is to comply with the Public Funds Investment Act Chapter 2256 of the Texas Government Code (the ďActĒ), which requires that the System annually adopt a written investment policy regarding the investment of its funds and funds under its control. This Investment Policy addresses the methods, procedures and practices that must be exercised to ensure effective and judicious fiscal management of the Systemís funds.
The overall objective of the Investment Policy is to ensure that System financial assets are properly safeguarded, provide sufficient liquidity and diversification, and produce a reasonable rate of return while enabling the System to react to changes in economic and market conditions.
The longer the maturity of investments, the greater the price volatility. Therefore, the System concentrates its investment portfolio in short and intermediate-term investments to limit market risk caused by changes in interest rates. The System attempts to match its investments with anticipated cash flow requirements. Cash flow requirements generally divide the portfolio into four major parts: liquidity needs, short term needs, intermediate term needs, and longer term, core investment. The System will not invest in investments maturing more than three years from the date of purchase.
The investment portfolio shall be designed with the objective of obtaining a rate of return throughout budgetary and economic cycles, commensurate with the investment risk constraints and the cash flow needs. "Weighted Average Yield to Maturity" shall be the standard for calculating portfolio rate of return.
The System commingles its operating, reserve and trust and agency funds into one investment portfolio for investment purposes of efficiency, accurate distribution of earnings and maximum investment opportunity. Although commingled, the System recognizes the unique characteristics and needs of the individual funds in its strategy statement and in the management of the funds. The maximum dollar weighted average maturity (WAM) of the entire commingled portfolio reflecting cash flow needs shall be no greater than one year and the corresponding benchmark for the commingled portfolio shall be the comparable one year US Treasury security.
Capital projects are managed separately in accordance with their anticipated expenditure schedules and bond document requirements.
III.C.2.04 General Fund
The General Fund includes all operating funds of the System including, but not limited to, the general fund, payroll fund, technology fund, student activity fee fund, repair and replacement fund, and the auxiliary fund. The primary investment strategy for this fund is to assure the preservation and safety of principal; and, secondly, to match anticipated cash flows with adequate investment liquidity. These objectives shall be accomplished by purchasing high credit quality, short- to intermediate term investments matching cash flow requirements. All investments authorized by the Investment Policy are suitable. Funds not needed for short-term cash flow requirements will be invested in diversified instruments with diversified maturities and be readily marketable in the secondary market or, in the case of Certificates of Deposit, redeemable with or without penalty. Yield will be enhanced by the use of maturity extensions available within the confines of accurate cash flow projections and market cycle timing. Based on ongoing cash flow needs, the maximum weighted average maturity shall be one year. The maximum stated maturity will be three years.
III.C. 2.05 Restricted FundThe Restricted Fund includes local, state and federal grant funds as well as funds from other sources that are restricted for instructional use. The primary objectives are safety and liquidity sufficient to meet anticipated cash flow requirements as well as yield optimization. These objectives shall be accomplished by purchasing high-credit quality, short-term investments, diversified by instrument and maturity, and matching the maturity of the investments with anticipated liabilities. Funds not needed for short-term cash flow requirements will be invested in diversified instruments with diversified maturities and be readily marketable in the secondary market or, in the case of Certificates of Deposit, redeemable with or without penalty. All investments authorized by the Investment Policy are suitable. A ladder of short-term investments with sufficient liquidity from cash equivalent investments may be used to maintain a maximum weighted average maturity of one year. The maximum stated maturity will be two years.
III.C.2.06 Capital Projects
The primary investment objective for the Capital Projects Fund is preservation and safety of principal. In addition, the System will seek to match cash flows from maturities and earnings of diversified investments to anticipated needs while obtaining a reasonable market yield. Considering the appropriate risk constraints, investments will be made in an attempt to attain a rate equal to or above the arbitrage yield in order to avoid negative arbitrage. These objectives shall be accomplished by purchasing high-credit quality, short and intermediate-term investments with maturities closely matching the projected cash flow schedules. Funds not needed for short-term cash flow requirements will be invested in diversified instruments with diversified maturities and be readily marketable in the secondary market or, in the case of Certificates of Deposit, redeemable with or without penalty. All investments authorized by the Investment Policy are suitable. The maximum maturity of an individual security shall not exceed the shorter of the planned expenditure span of the funds or the maximum number of years allowed as stated in C.2.03.
III.C.2.07 Debt Service
The investment strategy for the Debt Service Fund has as its primary objective the preservation and safety of capital while optimizing yield in order to fund debt service payments in accordance with provisions in the bond documents. Funds not required for immediate liquidity shall be invested in diversified instruments. All investments authorized by the Investment Policy are suitable. Each successive debt service payment shall be fully funded before extensions are made. The maximum maturity of an individual security shall not exceed three years and the maximum weighted average maturity of one year.
III.C.2.08 Trust and Agency Fund
The Trust and Agency Fund is comprised of local scholarship funds, club funds, and other funds for which the System acts as fiduciary and which have short average lives and high liquidity needs. The primary objectives are safety, liquidity, diversification and yield. These objectives shall be accomplished by purchasing high credit quality, short-term investments and utilizing cash equivalent investment for liquidity. All investments authorized by the Investment Policy are suitable. The maximum maturity shall be one year and the maximum weighted average maturity six months.
III.C.2.09 Prudent Person Rule
Investments shall be made, considering prevailing internal and market circumstances, which persons of prudence, discretion, and intelligence would exercise in the management of their own affairs not for speculation, but for investment, and considering the probable safety of capital as well as probable income from an investment decision.
In determining whether an Investment Officer has exercised prudence with respect to an investment decision, the determination shall take into account the investment of all funds rather than a single investment, and, whether the investment decision was consistent with the System's Investment Policy.
Not less than quarterly, the Investment Officers will obtain from a reliable source the current credit rating for each held investment that has a PFIA-required minimum rating. The Investment Officers will meet to discuss any investment which has been downgraded or placed on credit-watch to evaluate and take any necessary and prudent measures to assure the safety of System funds. It is the policy of the System to liquidate as quickly as is prudently possible any investment that becomes unauthorized or loses its required credit rating while held in the System's portfolio.
III.C.2.11 Delegation of Responsibility
Authority to manage the System's investment program is derived from and delegated pursuant to provisions of the Act.
III.C.2.12 Investment Officers
The Board designates the Vice Chancellor for Administration and Finance/CFO, the Associate CFO, and the Associate Vice Chancellor for Administration and Finance as the Systemís Investment Officers. Management responsibility for the investment program is hereby delegated to the Investment Officers. The Investment Officers shall exercise judgment and care, under prevailing circumstances, which a prudent person would exercise in the management of the personís own affairs, but the Board retains ultimate fiduciary responsibility.
The Investment Officers shall be responsible for all transactions undertaken and shall establish a system of controls to regulate the activities of subordinates. The Investment Officers will report quarterly to the Board on investment results and annually on counter-parties used in the process.
No person may engage in an investment transaction except as provided under the terms of this Policy and the procedures established by the Investment Officers. Investment Officers acting in good faith and in accordance with these Policies and Procedures shall be relieved of personal liability.
III.C.2.13 Capability of Investment Officers
The System shall provide access to periodic training in investments for Trustees and Investment Officers and other investment personnel through courses and seminars offered by professional organizations, associations, and other independent sources in compliance with the Act to insure the quality and capability of investment management.
Members of the Board of Trustees and Investment Officers shall acquire at least the minimum hours of investment training required by the Texas Higher Education Coordinating Board within 6 months after taking office or assuming duties. Training must include education in investment controls, security risks, strategy risks, market risks, diversification of investment portfolio, and compliance with the Act.
Thereafter, Investment Officers shall additionally complete at least the minimum required hours of training not less than once each state fiscal biennium. Training must be obtained from an independent source approved by the Board. The list of approved Training Sources is Attachment I of this Section.
The Investment Officer shall prepare a report on the provisions of the Act and deliver it to the Board no later than the 180th day after the 1st day of each regular session of the Legislature.
III.C.2.15 Ethics and Disclosure of Conflicts of Interest
Investment Officers and employees of the System involved in the investment process shall refrain from personal business activity that could conflict with proper execution of the investment program or which could impair their ability to make impartial investment decisions.
All Investment Officers shall provide complete disclosure related to potential conflicts of interest annually or as conditions change. Investment Officers must file a disclosure statement with the Texas Ethics Commission and the Board if:
1. The officer has a personal business relationship with a business organization offering to engage in an investment transaction with the System; or
2. The officer is related within the second degree by affinity or consanguinity, as determined by Chapter 573 of the Texas Government Code, to an individual seeking to transact investment business with the System.
III.C.2.16 Investment Providers
The Investment Officers shall obtain and maintain information on all financial institutions and brokers/dealers authorized to transact financial transactions with the System. The information shall include the following, as applicable:
1. Audited annual financial statements;
2. Proof of Financial Industry Regulatory Authority membership and CRD number (as applicable);
3. Proof of registration with the Texas State Securities Board (as applicable); and
4. Completed System questionnaire.
All investment providers (including but not limited to, financial institutions, broker/dealers, investment pools, mutual funds, and investment advisors) shall provide a certification that the authorized representative of the firm has received and thoroughly reviewed the System's current Investment Policy. This statement shall certify that the firm has implemented reasonable procedures and controls in an effort to preclude transactions conducted with the System not authorized by the Investment Policy except to the extent that this authorization is dependent on the analysis of the makeup of the System's entire portfolio or requires interpretation of subjective investment standards.
III.C.2.17 Annual Review
The Investment Officers shall annually submit a list of brokers/dealers for Board approval. These institutions shall be selected for service, market involvement, and credit worthiness and be authorized to provide brokerage services. These may include primary dealers and regional dealers that qualify under the Securities and Exchange Commission uniform net capital rule (Rule 15C3-1).
The Investment Officers shall annually review and evaluate the firms authorized to enter into investment transactions with the System. The following minimum criteria may be included in the review and evaluation:
1. Number of transactions competitively won/attempted;
2. Prompt and accurate confirmation of transactions;
3. Efficiency of transaction settlement;
4. Accuracy of market information; and
5. Account servicing.
Subsequent to the review and evaluation, the Investment Officers shall recommend to the Board a list of firms to be authorized to enter into investment transactions with the System for the following year.
III.C.2.18 Authorized Investments
The following are authorized investments:
1. Obligations of the United States of America or its agencies and instrumentalities, excluding mortgage backed securities (MBS);
2. Certificates of Deposit, and other forms of deposit, issued by a depository institution that has its main office or a branch office in Texas and that is guaranteed or insured by the Federal Deposit Insurance Corporation or its successor or secured by obligations in a manner consistent with state law and the Investment Policy;
3. Other obligations, the principal and interest of which are unconditionally guaranteed or insured by, or backed by the full faith and credit of the United States government or its agencies and instrumentalities, including obligations that are fully guaranteed or insured by the Federal Deposit Insurance Corporation, but excluding mortgage backed securities;
4. Direct obligations of the State of Texas, or its agencies and instrumentalities;
5. Obligations of states, agencies, counties, cities, and other political subdivisions of any State having been rated as to investment quality by a nationally recognized investment rating firm and having received a rating of not less than "A" or its equivalent;
6. Fully collateralized repurchase agreements with a defined termination date secured by a combination of cash and obligations of the United States government or its agencies and instrumentalities including mortgage backed securities. Underlying securities shall be held in the System's name, deposited at the time the investment is made with the System, and held by an independent custodian approved by the System. Repurchase agreements must be purchased through a primary government securities dealer, as defined by the Federal Reserve, or a financial institution doing business in Texas. A mutually acceptable master repurchase agreement must be executed prior to the transaction. Underlying securities shall have a continuous market value greater than or equal to 102 percent. The transaction shall have a maximum maturity of 120 days, except flexible repurchase agreements used for bond proceeds. The maximum maturity for a flexible repurchase agreement shall be matched to project cash flow projections and the requirements of the governing bond ordinance;
7. SEC registered Money Market Mutual Funds continuously rated AAAm or an equivalent rating by at least one nationally recognized rating service and in compliance with the requirements of the Act;
8. Local government investment pools in Texas which, 1) meet the requirements of the Act, 2) are rated no lower than AAA, or an equivalent rating, by at least one nationally recognized rating service and 3) are authorized by resolution of the Board;
9. Commercial paper with a maximum maturity of 180 days, rated A1/P1, or an equivalent, by at least two nationally recognized credit rating agencies;
10. Other types of investments which may be authorized by statute are not authorized for investment by the System until the Investment Policy is amended and adopted by the Board.
The following are not authorized investments:
1. Obligations whose payment represents the coupon payments on the outstanding principal balance of the underlying mortgage-backed security collateral and pays no interest;
2. Obligations whose payment represents the principal stream of cash flow from the underlying mortgage-backed security collateral and bears no interest;
3. Collateralized mortgage obligations that have a stated final maturity of greater than 10 years; and
4. Collateralized mortgage obligations the interest rate of which is determined by an index that adjusts opposite to the changes in a market index.
Consistent with the requirements of the Public Funds Collateral Act (Texas Government Code §2257), it is the policy of the System to require full collateralization of all uninsured System financial institution deposits. In order to anticipate market changes and provide a level of security for all funds, the collateralization level will be 102% of market value of principal and accrued interest on the deposits less an amount insured by the FDIC.
Securities pledged as collateral shall be held by an independent third party bank outside the holding company of the pledging bank, approved by the System, and under a mutually agreeable custodial agreement.
The designated Investment Officers are authorized to execute depository and/or custodial agreements. The agreements shall specify the acceptable securities for collateral, including provisions relating to possession of the collateral, the substitution or release of securities with prior System approval, documentation of the pledge of securities, and the monthly reporting on the valuation of collateral. Original evidence of pledges (safekeeping receipts) must be supplied to the System and retained. The financial institution shall be contractually liable for monitoring and maintaining the required collateral and collateral margins at all times.
Additionally, a depository agreement shall define the System's rights to the collateral in case of default, bankruptcy, or closing and shall establish a perfected security interest in compliance with Federal and State regulations, specifically:
1. the agreement must be in writing;
2. the agreement has to be executed by the financial institution and the System contemporaneously with the acquisition of the asset;
3. the agreement must be approved by the Board of Directors or designated committee of the financial institution and a copy of the meeting minutes must be delivered to the System; and
4. the agreement must be part of the depository's "official record" continuously since its execution.
III.C.2.20 Authorized Collateral
The System authorizes only the following types of collateral:
1. Obligations of the United States or its agencies and instrumentalities including mortgage backed securities which pass the high-risk mortgage obligation test;
2. Direct obligations of the State of Texas or its agencies and instrumentalities;
3. Obligations of states, agencies, counties, cities and other political subdivisions of any state rated as to investment quality by a nationally recognized rating firm not less than A or its equivalent; and
4. Letters of Credit issued by the United States or its agencies and instrumentalities.
All collateral shall be subject to inspection and audit by the Systemís internal audit staff or by its independent auditors on a reasonable basis.
III.C.2.21 Independent Third Party
All securities owned by the System and collateral pledged to the System shall be held by independent third party custodians approved by the System and held in the Systemís account as evidenced by original safekeeping receipts of the institution with which the securities are deposited.
III.C.2.22 Delivery versus Payment
All security transactions, including repurchase agreements, shall be executed on a delivery versus payment basis.
III.C.2.23 Competitive Environment
A competitive environment shall be established for all investment activities, including but not limited to, analysis of implemented strategies, review of investment alternatives, monitoring of market conditions, solicitation from multiple investment providers, adherence to applicable "bona fide solicitation" rules, and overall performance evaluation.
Comparison and evaluation of comparables, but not formal bidding, may be used to invest in financial institution deposits, money market mutual funds or local government investment pools.
Bids/offers may be solicited orally, in writing or electronically for securities and Certificates of Deposit. Records of the prices/levels (bid and/or offered and accepted) shall be maintained.
The System recognizes that investment risks can result from issuer defaults, market price changes, or various complications leading to temporary illiquidity. Market risks are managed through portfolio diversification that shall be achieved within the following general guidelines:
a. Where appropriate, limiting investments to avoid over concentration in investments from a specific issuer or business sector;
b. Limiting investments with higher credit risk (such as commercial paper);
c. Investing in instruments with varying maturities and in accordance with the System's cash flow projections; and
d. Continuously investing a portion of the portfolio in readily available funds such as local government investment pools, financial institution deposits, money market funds, or overnight repurchase agreements to ensure that appropriate liquidity is maintained in order to meet ongoing obligations.
To assure diversification of the portfolio and reduce market risk, the following maximum limits (at time of purchase) by instrument are established for the Systemís total portfolio:US Treasury Obligations - - - - - - - - - - - - - - - - - - - - - 90%
US Agencies and Instrumentalities - - - - - - - - - - - - - - 90%
Certificates of Deposit - - - - - - - - - - - - - - - - - - - - - - 90%
Repurchase Agreements (excluding bond proceeds) - - 50%
Flexible Repurchase Agreements (bond proceeds) - - - 100%
Investment Pools - - - - - - - - - - - - - - - - - - - - - - - - - - 100%
Municipal Securities - - - - - - - - - - - - - - - - - - - - - - - - 30%
Commercial Paper - - - - - - - - - - - - - - - - - - - - - - - - - 25%
Commercial Paper by issuer - - - - - - - - - - - - - - - - - - - 5%
The internal control structure shall be designed to provide reasonable assurance that System funds are protected from loss, theft, or misuse. The concept of reasonable assurance recognizes that the cost of a control should not exceed the benefits likely to be derived and the valuation of costs and benefits requires estimates and judgments by management.
The internal controls established for the cash management and investment process shall address the following points at a minimum:
1. Complete documentation of all transactions;
2. Control of collusion;
3. Separation of accounting and record keeping;
4. Custodial safekeeping;
5. Clear delegation of authority to subordinate staff members;
6. Written confirmation for all transactions;
7. Timely reconciliation of transactions;
8. Assurance of delivery versus payment and competitive bidding.
III.C.2.26 Compliance Audit
In conjunction with the audit, the Vice Chancellor for Administration and Finance/CFO shall establish a process for independent review at least once every two years by an external auditor to assure compliance with policies and procedures. Not later than January 1 of each even-numbered year, the System shall report the results of the most recent audit performed to the state auditor.
III.C.2.27 Monthly Reporting
The Investment Officers shall prepare a monthly report on all investment positions as of the close of business for the prior month. The report shall be provided to the board as an integral part of the monthly financial reports.
III.C.2.28 Quarterly Reporting
The Investment Officers shall prepare, sign and present an investment report to the Board on a quarterly basis that summarizes investment strategies employed in the most recent quarter, details the portfolio in terms of investment and earnings, and summarizes the overall strategy for the period.
The quarterly investment report shall include a summary statement of investment activity prepared in compliance with the Act. The reports will be prepared in a manner that will allow the reader and the System to ascertain whether investment activities during the reporting period have conformed to the Investment Policy. The report will include the following at a minimum:
1. A detailed listing of individual investments and depository accounts by maturity date at the end of the reporting period;
2. A summary of the portfolio by market sectors and maturities;
3. The beginning and ending book and market values of each security and position by the type of asset and fund type invested;
4. Unrealized market gains or losses at the end of the period;
5. The account or fund or pooled group fund for which each individual investment was acquired;
6. Average weighted yield to maturity of the portfolio as compared to its benchmark;
7. Net accrued investment earnings for the reporting period;
8. Diversification by market sectors; and
9. A statement of compliance with the Act and the Systemís Investment Policy and strategy as approved by the Board.
III.C.2.29 Annual Reporting
As required by the Texas State Auditorís Office and in accordance with the General Appropriations Act, Article III, Rider 5 Ė Investment Reports, the System shall file with the State Auditor, Comptroller of Public Accounts, Legislative Budget Board, and the Governor an annual report of all investment transactions involving endowment funds, short-term and long-term investment funds, and all other securities transactions, in a method prescribed by the State Auditor's Office. Copies of such reports shall be available for public inspection. In addition the annual investment report shall be posted on the Systemís website by December 31 of each year.
III.C.2.30 Market Values
Market values used in the monthly and quarterly reports will be obtained from reputable and independent sources. Information sources may include: financial/investment publications and electronic media, available software for tracking investments, depository banks, commercial or investment banks, financial advisors, and representatives/advisors of investment pools or money market funds.
III.C.2.31 Annual Policy Review and AdoptionThe Board of Trustees, not less than annually, shall adopt by resolution the System's Investment Policy and incorporated investment strategy. The adopting resolution shall state any changes made to either the Investment Policy or strategies. Material changes to the Investment Policy will require re-certification by financial firm.
Attachment I - Approved Training Sources
- Texas Higher Education Coordinating Board
- Texas Association of Community College Business Officers
- Government Finance Officersí Association
- Government Finance Officersí Association of Texas
- Government Treasurersí Organization of Texas
- City Managersí Association
- Texas Municipal League
- Council of Governments
- University of North Texas Center for Public Management
- American Institute of Certified Public Accountants
- Association of Governmental Accountants
- Texas Society of Certified Public Accountants
- Texas State Board of Public Accountancy
LSCS Policy Manual Section adopted by the Board of Trustees on November 5, 2015
III.C.3.01 - Collateralization of Funds
The System elects, consistent with the Public Funds Collateral Act (Texas Government Code Section 2257) to have depository institutions pledge eligible securities, as defined by the Systemís Investment Policy, as collateral for deposits, rather than surety bonds.
All approved securities provided as security will be held by a Federal Reserve Bank or a federally insured financial institution acceptable to the System and the Depository as a third party custodian, subject to a written tri-party agreement. Depository institutions may also use a custody agreement with the Federal Reserve Bank as defined in Operating Circular 7.
III.C.3.02 - Optional Services
The System may include in the contract for depository services provisions for the depository institution to provide services other than traditional demand deposit services. The System may allow the Depository institution to provide services such as provision of Automatic Teller Machines (ATMís) on System premises; electronic check conversion services; merchant processing services; provision of declining balance debit cards to augment System programs to expand electronic funds transfers; courier or armored car services; remote check acceptance services, or any other service as deemed appropriate by the System.
LSCS Policy Manual Section adopted by the Board of Trustees on June 3, 2010