NEW ISSUE Ratings: Standard & Poor's: AAA Book-Entry Only (See "Miscellaneous - Ratings") Insurance: MBIA In the opinion of Kronick, Moskovitz, Tiedemann & Girard, a Professional Corporation, Bond Counsel, based on an analysis of existing laws, regulations, rulings and court decisions and assuming, among other matters, compliance with certain covenants, interest on the Series 2002A Bonds is excluded from gross income for federal income taxpurposes and is exempt from all taxationin the State of California other than estate and generation skipping transfer taxes. In the further opinion of Bond Counsel, interest on the Series 2002A Bonds is not a specific preference item for purposes of the federal individual or corporate alternative minimum taxes, although Bond Counsel observes that such interest is included in adjusted current earnings when calculating federal corporate alternative minimum taxable income. INTEREST ON THE SERIES 2002B BONDS IS NOT EXCLUDED FROM GROSS INCOME FOR FEDERAL INCOME TAX PURPOSES, but is exempt from all taxation in the State of California other than estate and generation skipping transfer taxes. Bond Counsel expresses no opinion regarding any other taxconsequences relating to the ownership or disposition of, or theaccrual or receipt of interest on, the Series 2002 Bonds. See "Legal Matters - Tax Matters." $24,145,000 CALIFORNIA STATE UNIVERSITY, SACRAMENTO FOUNDATION AUXILIARY ORGANIZATION BONDS $9,070,000 Series 2002A Bonds $15,075,000 Series 20028 Bonds (federally taxable) (Modoc Hall) Dated: Delivery Date Due: October 1, as shown below This cover page contains certain information for general reference only. It is not intended as a summary of the issue. An investment in the Series 2002 Bonds involves certain risks. See "Investment Considerations and Risk Factors." Investors are advised to read the entire Official Statement to obtain informationessential to making an informed investment decision. California State University, Sacramento Foundation (the "Foundation") is an auxiliary organization serving California State University, Sacramento (the "University"). The Foundation is issuing its Auxiliary Organization Bonds, Series 2002A and Series 2002B (Modoc Hall) (collectively the "Series 2002 Bonds"), for the purpose of constructing a facility that is expected to be leased in part by the United States Geological Survey, used in part to the University, and used in part by the Foundation (as more fully described herein, the "Modoc Hall Facility"). The Series 2002 Bonds will be issued pursuant to the Indenture dated October 1, 1995 (the "Indenture"), between the Foundation and BNYWestern Trust Company, as trustee (the "Trustee") as supplemented by a First Supplemental Indenture dated as of May 1, 2002 by and between the Foundation and the Trustee. The Series 2002 Bonds are general corporate obligations of the Foundation payable from and secured by Revenues (as defined in the Indenture) and certain funds held by the Trustee, as more fully described herein. See "Security for the Series 2002 Bonds." The Series 2002 Bonds will be registered in the name of Cede & Co. as nominee of The Depository Trust Company, New York, New York ("DTC"). DTC will act as securities depository for the Series 2002 Bonds. Ownership interests in the Series 2002 Bonds may be purchased in book-entry form only, in principal amounts of $5,000 or any integral multiple thereof. Purchasers will not receive physical certificates representing their ownership interest in the Series 2002 Bonds, but will receive a credit balance on the books of the nominees of such purchasers. Interest on the Series 2002 Bonds accrues from their dated date and is payable on April 1 and October 1 of each year, commencing October 1, 2002. The Trustee will pay principal, premium (if any), and interest due on the Series 2002 Bonds to DTC, which will in turn be responsible to remit such payments to its participants (as described herein) for subsequent disbursement to the beneficial owners of interests in the Series 2002 Bonds. See Appendix G - "Book-Entry System." The Series 2002 Bonds are subject to optional, mandatory, and extraordinary redemption prior to maturity as described herein. See "The Series 2002 Bonds - Redemption of the Series 2002 Bonds." A DETAILED MATURITY SCHEDULE IS SET FORTH ON THE INSIDE FRONT COVER Payment of the principal of and interest on the Series 2002 Bonds when due will be insured by separate financial guaranty insurance policies to be issued by MBIA Insurance Corporation simultaneously with the delivery of the Series 2002 Bonds. ;MBIA The Series 2002 Bonds do not create a lien, charge, or liability against the State of California or against the Trustees of The California State University or against the property or funds of either. No registered owner of any Bond shall ever have the right to compel any exercise of the taxing power of the State of California to pay any Bond. Payment of the principal of and redemption premium (if any) or interest on the Series 2002 Bonds does not constitute a debt, liability, or obligation of the State of California or the Trustees of The California State University or the individual California State University campuses. The Series 2002 Bonds are offered when, as and if issued by the Foundation and received by the Underwriter, subject to prior sale, to withdrawal or modification of the offer without notice, and subject to the delivery of the legal opinion of Kronick, Moskovitz, Tiedemann & Girard, a Professional Corporation, Sacramento, California, Bond Counsel. Itis expected that delivery of the Series 2002 Bonds will be made through DTC in New York, New York, on or about May 30, 2002 against payment therefor. Subject to applicable securities laws and prevailing market conditions, the Underwriter intends, but is not obligated, to make a market in the Series 2002 Bonds. _,,AG.Edwards&Sons, Inc. This Official Statement is dated May 16, 2002. SERIES 2002 A MATURITY SCHEDULE, INTEREST RATES, PRICES, YIELDS, AND CUSIPS $3,080,000 Serial Bonds Due Principal Interest Price Yield CUSIP October 1 Amount Rate 130908 2005 $40,000 4.000% 104.280% 2.650% GG5 2006 55,000 4.000 104.034 3.000 GH3 2007 65,000 4.000 104.141 3.150 GJ9 2008 80,000 4.000 103.390 3.400 GK6 2009 95,000 4.000 102.230 3.650 GL4 2010 110,000 4.000 100.701 3.900 GM2 2011 130,000 4.000 100.000 4.000 GNO 2012 145,000 4.250 100.828 4.150 GP5 2013 165,000 4.250 100.000 4.250 GQ3 2014 170,000 4.400 100.000 4.400 GRl 2015 180,000 5.500 107.757 4.550 GS9 2016 190,000 5.500 106.906 4.650 GT7 2017 200,000 5.500 106.063 4.750 GU4 2018 210,000 5.500 105.227 4.850 GV2 2019 225,000 5.500 104.400 4.950 GWO 2020 235,000 5.500 103.990 5.000 GX8 2021 250,000 5.125 100.000 5.125 GY6 2022 260,000 5.150 99.742 5.170 GZ3 2023 275,000 5.250 100.229 5.220 HA7 $1,270,000, 5.500% Term Bonds Due October 1, 2027, priced at 102.367% to yield 5.200%, CUSIP 130908 HB5 $2,040,000, 5.500% Term Bonds Due October 1, 2032, priced at 102.046% to yield 5.240%, CUSIP 130908 HC3 $2,680,000, 5.500% Term Bonds Due October 1, 2037, priced at 101.647% to yield 5.290%, CUSIP 130908 HDl SERIES 20028 BONDS (federally taxable) MATURITY SCHEDULE, INTEREST RATES, PRICES, YIELDS AND CUSIPS $715,000, 6.060% Term Bonds Due October 1, 2012, priced at 100.000%, to yield 6.060%. CUSIP 130908 HF6 $1,310,000, 6.450% Term Bonds Due October 1, 2017, priced at 99.316%, to yield 6.520%. CUSIP 130908 HE9 $1,815,000, 6.650% Term Bonds Due October 1, 2022, priced at 99.217%, to yield 6.720%. CUSIP 130908 HG4 $2,545,000, 6.850% Term Bonds Due October 1, 2027, priced at 99.156%, to yield 6.920%. CUSIP 130908 HH2 $3,595,000, 6.920% Term Bonds Due October 1, 2032, priced at 99.359%, to yield 6.970%. CUSIP 130908 HK5 $5,095,000, 7.020% Term Bonds Due October 1, 2037, priced at 99.340%, to yield 7.070%. CUSIP 130908 HJ8 No dealer, broker, salesperson or other person has been authorized by the Foundation or the Underwriter to give any information or to make any representations other than those contained in this Official Statement in connection with the offering of the Series 2002 Bonds, and if given or made, such information or representations must not be relied upon as having been authorized by any of the foregoing. This OfficialStatement does not constitute an offerto sell or the solicitation of an offerto buy, nor shall there be any sale of the Series 2002 Bonds by a person in any jurisdiction in which it is unlawful for such person to make such offer, solicitation, or sale. The informationset forth herein has been obtained fromthe Foundation and other sources that are believed to be reliable, but it is not guaranteed as to accuracy or completeness. The information and expressions of opinion herein are subject to change without notice and neither the delivery of this Official Statement nor any sale made hereunder shall, under any circumstances, create any implication that there have been no changes in the information presented herein since the date hereof. Any statement made in this Official Statement involving matters of opinions or of estimates, whether or not expressly so stated, are set forth as such and not as representations of fact, and no representation is made that any of the estimates will be realized.