Policies + Procedures — Governance + Compliance — Continuing Disclosure

1.28 Continuing Disclosure

I. Purpose

The purpose of this policy is to ensure that the College complies with its reporting obligations under Securities and Exchange Commission Rule 15c2-12 (the Rule).

II. Scope

This policy applies to the College when it enters into written undertakings as required by the Rule under which the College has agreed to meet specific continuing disclosure requirements. These written undertakings, referred to as Continuing Disclosure Agreements (CDA), may be entered into by the College in connection with public bond issuances in which the College is considered an obligated person under the Rule.

In the event of a conflict between this policy and any CDA that relates to an outstanding series of bonds, the CDA shall control.

III. General

Responsibility

The Chief Financial Officer is responsible for the continuing disclosure obligations of the College and, when applicable, designates the Controller as the Compliance Coordinator responsible for all filings and notifications required under this policy.

The Compliance Coordinator has reviewed this policy and understands the College’s ongoing reporting duties as established herein. The Compliance Coordinator will participate in, and document on an annual basis, training on the latest issues regarding continuing disclosure obligations.

Continuing Disclosure Obligations

On an annual basis, the College shall prepare and file all required continuing disclosure filings in word searchable .pdf format to the Municipal Securities Rulemaking Board (MSRB) via its Electronic Municipal Market Access System (EMMA). The College shall consult each CDA that relates to an outstanding bond issue pursuant to which the College has been designated an obligated person to assure that the annual report/financial information or notice of certain material events is filed timely. The College shall notify EMMA of any failure to provide annual financial information by the date specified in the applicable CDA. The College shall also register on EMMA to receive reminder notices regarding timely filing of CDAs from the MSRB.

IV. Procedures

The College will provide the required financial information on an annual basis. Additionally, the following material event notices are required. For bonds or notes issued on or after December 1, 2010, the College must provide notice to the MSRB via EMMA of the following events not in excess of ten (10) business days after the occurrence of each event.

Principal and interest payment defaults.
Non-payment related defaults, if material.
Unscheduled draws on debt service reserves reflecting financial difficulties.
Unscheduled draws on credit enhancements reflecting financial difficulties.
Substitution of credit or liquidity providers, or their failure to perform.
Adverse tax opinions or events affecting the tax status of the bonds.
Bond calls (other than mandatory sinking fund redemptions), if material, and tender offers.
Modifications to rights of bondholders, if material.
Defeasances of bonds.
Release, substitution, or sale of property securing repayment of any bonds, if material.
Ratings changes.
Bankruptcy, insolvency, receivership or similar event of the College.
The consummation of a merger, consolidation or acquisition involving the College or the sale of all or substantially all of the assets of the College, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action of the termination of a definitive agreement, if material.
Appointment of a successor or additional trustee or the change of name of a trustee, if material. For bonds or notes issued before December 1, 2010, the College is responsible for providing notice in a timely manner to the MSRB via EMMA of items #1-11 on the above listed events, if material.