NEW ISSUES – BOOK-ENTRY ONLY Ratings: S&P: “AAA” Fitch: “AAA” See “Ratings” herein. In the opinion of Stradling Yocca Carlson & Rauth, a Professional Corporation, Newport Beach, California (“Bond Counsel”), under existing statutes, regulations, rulings and judicial decisions, and assuming the accuracy of certain representations and compliance with certain covenants and requirements described herein, the interest (and original issue discount) on the Series of 2017A Bonds is excluded from gross income for federal income tax purposes and is not an item of tax preference for purposes of calculating the federal alternative minimum tax imposed on individuals and corporations. In the further opinion of Bond Counsel, the interest (and original issue discount) on the Bonds is exempt from State of California personal income tax. See “TAX MATTERS” herein. $41,170,000 RANCHO CALIFORNIA WATER DISTRICT FINANCING AUTHORITY $38,725,000 $2,445,000 Tax-Exempt Fixed Rate Taxable Fixed Rate Revenue Bonds, Series of 2017A Refunding Revenue Bonds, Series of 2017B Dated: Date of Delivery Due: As shown on the inside cover The Rancho California Water District Financing Authority (the “Authority”) is issuing its $38,725,000 Tax-Exempt Fixed Rate Revenue Bonds, Series of 2017A (the “Series of 2017A Bonds”) and $2,445,000 Taxable Fixed Rate Refunding Revenue Bonds, Series of 2017B (the “Series of 2017B Bonds” and, together with the Series of 2017A Bonds, the “Bonds,” and individually, a “Series”), pursuant to an Indenture of Trust, dated as of December 1, 2017 (the “Indenture”), by and between the Authority and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”). A portion of the proceeds of the Series of 2017A Bonds will be used to provide funds to Rancho California Water District (the “District”) to construct and acquire various capital improvements to its water delivery facilities. A portion of the proceeds of the Series of 2017A Bonds and a portion of the proceeds of the Series of 2017B Bonds, together with amounts held in the reserve fund with respect to the Authority’s Adjustable Rate Refunding Revenue Bonds, Series of 2008B (the “2008B Bonds”) and certain amounts transferred from the District, will be used to refund and redeem the outstanding principal amount of the 2008B Bonds on December 1, 2017. Proceeds of the Bonds will also be used to pay certain costs with respect to the termination of certain swap agreements to which the District is a party and the costs of issuance incurred in connection with the issuance of the Bonds, as more fully described herein. See “PLAN OF FINANCING” herein. The Bonds are special, limited obligations of the Authority payable solely from the Trust Estate (herein defined) and are secured by the Trust Estate, including amounts held in the funds and accounts (other than the Construction Fund, the Cost of Issuance Fund and the Rebate Fund) established pursuant to the Indenture, subject only to the provisions of the Indenture permitting the application thereof for the purposes and on the terms and conditions set forth in the Indenture. The Trust Estate consists primarily of Installment Payments made by the District to the Authority from Net Revenues (herein defined) pursuant to the Installment Purchase Agreement (herein defined). See “SECURITY AND SOURCES OF PAYMENT FOR THE BONDS” herein. The District’s obligation to pay Installment Payments under the Installment Purchase Agreement with respect to the Bonds is on parity with the District’s obligation to make payments from Net Revenues under other outstanding Parity Obligations (as defined herein). In addition, the District may incur additional obligations payable from and secured by Net Revenues upon satisfying the requirements provided in the Master Agreement (herein defined). See “SECURITY AND SOURCES OF PAYMENT FOR THE BONDS” herein. The Bonds will be issued in denominations of $5,000 and any integral multiple thereof. The Bonds will be delivered in fully registered form only, and, when executed and delivered, will be registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York (“DTC”). Purchasers will not receive certificates representing their interest in the Bonds purchased. Payments of principal, premium, if any, and interest on the Bonds will be payable by the Trustee to DTC which is obligated in turn to remit such principal, premium, if any, and interest to the DTC Participants for subsequent disbursement to the Beneficial Owners of the Bonds, as more fully described herein. See “THE BONDS—General Provisions” herein and Appendix E—“BOOK-ENTRY ONLY SYSTEM” attached hereto. The Bonds will bear interest at the rates per annum set forth on the following page until their maturity. Interest on the Bonds is payable on February 1 and August 1 of each year, commencing on February 1, 2018. See “THE BONDS” herein. The Bonds are subject to redemption, as described herein. See “THE BONDS—Redemption” herein. THE BONDS ARE SPECIAL, LIMITED OBLIGATIONS OF THE AUTHORITY, PAYABLE FROM, AND SECURED AS TO THE PAYMENT OF THE PRINCIPAL OF, PREMIUM, IF ANY, AND INTEREST THEREON, IN ACCORDANCE WITH THEIR TERMS AND THE TERMS OF THE INDENTURE SOLELY BY, THE TRUST ESTATE. THE BONDS SHALL NOT CONSTITUTE A CHARGE AGAINST THE GENERAL CREDIT OF THE AUTHORITY OR ITS MEMBERS. UNDER NO CIRCUMSTANCES SHALL THE AUTHORITY BE OBLIGATED TO PAY PRINCIPAL OF, PREMIUM, IF ANY, OR INTEREST ON THE BONDS, EXCEPT FROM THE TRUST ESTATE. NEITHER THE STATE OF CALIFORNIA NOR ANY PUBLIC AGENCY (OTHER THAN THE AUTHORITY) NOR ANY MEMBER OF THE AUTHORITY IS OBLIGATED TO PAY THE PRINCIPAL OF, PREMIUM, IF ANY, OR INTEREST ON THE BONDS. NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF THE STATE OF CALIFORNIA OR ANY PUBLIC AGENCY THEREOF OR ANY MEMBER OF THE AUTHORITY IS PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF, PREMIUM, IF ANY, OR INTEREST ON, THE BONDS. THE BONDS DO NOT CONSTITUTE A DEBT OF THE AUTHORITY, THE DISTRICT, THE STATE OF CALIFORNIA, OR ANY POLITICAL SUBDIVISION THEREOF IN CONTRAVENTION OF ANY CONSTITUTIONAL OR STATUTORY DEBT LIMITATION OR RESTRICTION. THE AUTHORITY HAS NO TAXING POWER. THE OBLIGATION OF THE DISTRICT TO PAY THE INSTALLMENT PAYMENTS UNDER THE INSTALLMENT PURCHASE AGREEMENT IS AN OBLIGATION OF THE DISTRICT, PAYABLE SOLELY FROM NET REVENUES, AND DOES NOT CONSTITUTE A DEBT OF THE DISTRICT OR OF THE STATE OF CALIFORNIA, OR OF ANY POLITICAL SUBDIVISION THEREOF, IN CONTRAVENTION OF ANY CONSTITUTIONAL OR STATUTORY DEBT LIMITATION OR RESTRICTION. NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF THE DISTRICT OR THE STATE OF CALIFORNIA, OR ANY POLITICAL SUBDIVISION THEREOF, IS PLEDGED TO THE PAYMENT OF THE INSTALLMENT PAYMENTS TO BE MADE PURSUANT TO THE INSTALLMENT PURCHASE AGREEMENT. This cover page contains certain information for general reference only. It is not a summary of this issue. Investors are advised to read the entire Official Statement to obtain information essential to the making of an informed investment decision. The Bonds are offered when, as and if issued by the Authority, and accepted by the Underwriter, subject to the approval of Stradling Yocca Carlson & Rauth, a Professional Corporation, Newport Beach, California, Bond Counsel, and certain other conditions. Certain legal matters will be passed upon for the Authority and the District by Stradling Yocca Carlson & Rauth, a Professional Corporation, Newport Beach, California, Disclosure Counsel, for the Underwriter by its counsel, Hawkins Delafield & Wood LLP, Los Angeles, California, and for the Authority and the District by Best, Best & Krieger LLP, San Diego, California. It is anticipated that the Bonds in book-entry form will be available for delivery through the facilities of DTC in New York, New York, on or about December 1, 2017. BofA Merrill Lynch Dated: November 16, 2017 MATURITY SCHEDULES RANCHO CALIFORNIA WATER DISTRICT FINANCING AUTHORITY Tax-Exempt Fixed Rate Revenue Bonds Series of 2017A Base CUSIP†: 752111 Maturity Date Principal Interest CUSIP† (February 1) Amount Rate Price Yield Suffix 2018 $440,000 5.00% 100.661% 1.010% MG6 Maturity Date Principal Interest CUSIP† (August 1) Amount Rate Price Yield Suffix 2018 $ 85,000 5.00% 102.595% 1.080% MH4 2019 85,000 5.00 106.250 1.200 MJ0 2020 90,000 5.00 109.720 1.280 MK7 2021 95,000 5.00 112.974 1.360 ML5 2022 100,000 5.00 115.862 1.470 MM3 2023 1,825,000 5.00 118.764 1.530 MN1 2024 2,370,000 5.00 121.416 1.600 MP6 2025 2,530,000 5.00 123.705 1.690 MQ4 2026 2,725,000 5.00 125.661 1.790 MR2 2027 3,035,000 5.00 127.356 1.890 MS0 2028 3,175,000 5.00 126.247C 2.000 MT8 2029 3,320,000 5.00 125.050C 2.120 MU5 2030 9,015,000 5.00 124.161C 2.210 MV3 2031 9,325,000 5.00 123.572C 2.270 MW1 2032 165,000 3.00 100.583C 2.930 MX9 2033 170,000 3.00 100.000 3.000 MY7 2034 175,000 3.00 99.218 3.060 MZ4 Taxable Fixed Rate Refunding Revenue Bonds Series of 2017B Base CUSIP†: 752111 Maturity Date Principal Interest CUSIP† (August 1) Amount Rate Price Yield Suffix 2022 $1,930,000 2.313% 100.000% 2.313% NA8 2023 515,000 2.440 100.000 2.440 NB6 C Priced to the optional redemption date of August 1, 2027, at par. † CUSIP® is a registered trademark of the American Bankers Association. 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