Post Issuance Compliance Policy for Obligations subject to Rule 15c2- 12 under the Securities Exchange Act of 1934
Frequency of Review
Date of Revision
This Post-Issuance Compliance Policy ("Policy") applies to Post Issuance Compliance of 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 forth specific requirements of the University designed to monitor post-issuance compliance of Obligations issued by or on behalf of the University with applicable provisions of the Internal Revenue Code of 1986, as amended (the "Code"), and regulations promulgated thereunder (the "Treasury Regulations"). This Pol icy 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 interest on such Obligations be, or continue to be, excludable f rom gross income for federal income tax purposes (or, as applicable, eligible for certain tax credits or other federal tax benefits).
The University recognizes that compliance with applicable provisions of the Code and Treasury Regulations 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. Financing Program The University is authorized by its Articles of Incorporation and By-laws 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 ("Financing Program").
Policies and Procedures
The following policies and procedures are adopted for the monitoring of post-issuance compliance in connection with Obligations issued by the University under the Financing Program:
Administration Designee. The University's Vice President for Finance and cro or, in his or her absence, the University's Assistant Vice President for Finance (collectively "CFO"), shall be responsible for monitoring post-issuance compliance issues affecting Obligations issued by the University pursuant to the Financing Program. The CFO shal I be responsible for ensuring an adequate succession plan for transferring post-issuance compliance responsibility when changes in staff occur.
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.
IRS Reporting. For each issuance of Obligations under the Financing Program, the CFO should confirm that bond counsel has filed the applicable information report (e.g., Form 8038) for such issue with the Internal Revenue Service ("IRS") on a timely basis.
Tax Covenants. The CFO should monitor compliance with the University covenants in the documents pursuant to which Obligations were issued, to comply with all applicable requirements of the Code and Treasury Regulations that must be satisfied subsequent to the issuance of the Obligations in order to maintain the tax status of such Obligations, including, but not limited to, requirements relating to investment of proceeds, tracking of proceeds and allocation to expenditures, arbitrage and rebate, private use activity and record keeping. If the CFO believes a violation or a potential violation of any such covenant has occurred, the CFO shall consult with bond counsel as to whether any "remedial action" under the Code and/or Treasury Regulations is required or should be considered, and if so, shall notify the Board of Trustees of the University of such information. The University shall thereafter, upon advice of bond counsel or counsel to the University, undertake any recommended remedial action, including, if deemed appropriate, use of the IRS' voluntary closing of such program.
The CFO shall 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 rules applicable to the covenants which need to be complied with by the University to maintain the tax status of the Obligations.
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 a Financing Program are retired or are no longer outstanding. Electronic media will be the preferred 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.
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 staff in consultation with bond counsel and Counsel to the University, 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.