|Post Issuance Compliance Policy for Obligations subject to Rule 15c2-12 under the Securities Exchange Act of 1934
|Ethics, Integrity and Legal Compliance Policies
|Original Policy Approval Date
|May 18, 2015
|Finance and Administration
|Post Issuance Compliance Policy for Obligations
|Frequency of Review
|Date of Next Review
|Date of Revision
This Post Issuance Compliance Policy for Obligations subject to Rule I 5c2-12 under the Securities Exchange Act of 1934 (“Policy”) applies to Post Issuance compliance regarding the Obligations (as hereinafter defined) and the responsibility of the University and designated personnel to abide by such requirements.
II. Policy Statement
This Policy sets faith specific requirements of the University designed to monitor post-issuance compliance by the University with applicable provisions of Rule I 5c2-l 2, promulgated under the Securities Exchange Act of 1934 (”Rule”). This Policy describes various procedures and systems designed to identify on a timely basis facts, which may be relevant to demonstrating compliance with the requirements that must be satisfied subsequent to the issuance of Obligations in order that the University complies with its continuing disclosure undertakings.
The University recognizes that compliance with applicable provisions of the Rule is an on-going process, necessary during the entire term of the Obligations. Accordingly, the analysis of those facts and implementation of this Policy will require on-going monitoring and, likely, ongoing consultation with bond counsel and/or counsel to the University.
The University is authorized by its Articles of Incorporation and By-law to undertake the financing and refinancing of certain projects. Pursuant to such authority, the University has in the past requested and may in the future request one or more issuers of Obligations to issue Obligations for the financing and refinancing of projects (the “Financing Program”).
Policies and Procedures
The following policies and procedures are adopted for the monitoring of post-issuance compliance with the University’s continuing disclosure undertakings and the Rule in connection with Obligations issued by the University:
- Administration Designee. The University’s Vice President for Finance and CFO, or in his or her absence, the Assistant Vice President of Finance (collectively “CFO)”, shall be responsible for undertaking post-issuance compliance by the University with the University’s continuing disclosure undertakings and the Rule with regard to Obligations issued by the University pursuant to the Financing Program. The CFO shall be responsible for ensuring an adequate succession plan for transferring post-issuance compliance responsibility when changes in staff occur.
- Disclosure in Preliminary Official Statements, final Official Statements or other disclosure documents. Prior to the printing or posting of a preliminary official statement, a final official statement or other form of disclosure document, the CFO must review such document for accuracy with regard to information set forth therein concerning the University and shall specifically review the information set forth therein with regard to the University’s compliance with its current continuing disclosure undertakings (if any) in order to determine that such information is correct in all material respects.
- Closing Binder. Following the issuance of a specific issue of Obligations under the Financing Program, the CFO should obtain and store a closing binder and/or CD or other electronic copy of the relevant and customary transaction documents. The CFO shall also store and maintain a file with paper copies of all final official statements and all continuing disclosure undertakings.
- EMMA Reporting. For each issuance of Obligations under the Financing Program, the CFO should confirm: (i) that the final official statement or disclosure document has been posted on the Municipal Security Rulemaking Board’s Electronic Municipal Market Access system (“EMMA”); and (ii) if the Obligations are issued to refund other Obligations, notice of such an event is posted on EMMA.
- The CFO shall establish and maintain a “tickler” system so that at least thirty (30) days prior to the date when any annual financial information is required to be posted on EMMA, the CFO shall receive a reminder notice. The CFO shall then prepare or cause to be prepared the appropriate annual financial information required by the continuing disclosure undertaking to be posted on EMMA and to post the same in a timely manner.
- If a “material event” or a “listed event,” as defined in the University’s continuing disclosure undertakings or the Rule occurs, the CFO shall prepare or cause to be prepared, an appropriate notice to be posted on EMMA, as required by the terms of the continuing disclosure undertakings and the Rule. The current list of material events and listed events are attached hereto as EXHIBIT “A,” it being understood that such list may be changed from time to time due to changes in the Rule.
- Continuing Disclosure Requirements. The CFO should monitor and maintain compliance by the University of its agreements in its continuing disclosure undertakings, to comply with all applicable requirements that must be satisfied subsequent to the issuance of the Obligations. The CFO shall be responsible for the posting of all information and notices, as appropriate, required to be posted on EMMA in a timely manner. If the CFO believes that a material violation or a potential material violation of any such agreement has occurred, the CFO shall consult with bond counsel as to what action under the Rule is required, and if so, shall notify the Board of the University of such information. The University shall thereafter, upon advice of bond counsel, or counsel to the University, undertake any recommended action.
- The CFO shall monitor any changes in the Rule and shall consult with bond counsel to the University regarding the need to amend this policy to comply with changes in the Rule. The CFO shall also consult with bond counsel or counsel to the University, as and when the CFO deems it necessary, to make certain that the CFO has a working knowledge of the Rule which needs to be complied with by the University to maintain compliance with its continuing disclosure undertakings and the Rule.
- Record Retention. The CFO will coordinate procedures for record retention and review of such records. Records shall be maintained until all Obligations which financed or refinanced any portion of the Financing Program are retired or are no longer outstanding. Electronic media will be the prefen-ed method for storage of all documents and other records maintained by the University.
- Periodic Review. The CFO will review post-issuance compliance procedures and systems on a periodic basis, but not less than annually.
Manner of Submission
The documents, reports and notices required to be submitted pursuant to the Disclosure Policy shall be submitted through EMMA in an electronic format, and shall be accompanied by identifying information, in the manner prescribed by the Municipal Securities Rulemaking Board (“MSRB”), or in such other manner as is consistent with the Rule. A description of such format and information as presently prescribed by the MSRB is included in EXHIBIT B hereto.
Further Policies and Procedures
The foregoing list of post-issuance compliance procedures is not intended to be exhaustive. Further policies and procedures may be identified from time to time by University’s administration in consultation with bond counsel and University counsel, which policies and procedures may or may not be reflected in this Policy.
Obligations include: (a) obligations, the interest on which is excludable from gross income for federal income tax purposes pursuant to the Code and the Treasury Regulations; and (b) obligations, the interest on which is not excludable from gross income for federal income tax purposes, but federal law otherwise requires such obligations to satisfy certain requirements of the Code and Treasury Regulations applicable to Obligations.
University– Arcadia University, its colleges, schools, affiliates and subsidiaries.
V. Effective Date
This Policy is effective on the date that it is signed by the President
VII. Date of Approval
May 18, 2015