Muni Market 311 August 5, 2016 | Government Finance Officers Association of Arizona

Leila Barbour Market Leadership Manager Municipal Securities Rulemaking Board

3 Topics Role of the MSRB and EMMA ® Putting EMMA ® to Work for You Working with Municipal Advisors MSRB Resources

Role of the MSRB and EMMA ®

5 Mission of the MSRB Promote a fair, transparent and efficient municipal market Protect investors, issuers and the public interest

6 How the MSRB Fulfills its Mission Regulation Transparency Education and Outreach

7 Municipal Securities Rulemaking Board 7 Meet EMMA

8 Municipal Securities Rulemaking Board 8 What’s on EMMA Official Statements Advance Refunding Documents Event Notices Financial Disclosures 529 Plan Disclosures Municipal Asset-Backed Securities Disclosure Political Contribution Disclosures Trade Prices and Yields Interest Rate Resets for Municipal Variable Rate Securities Credit Enhancement Documents for Variable Rate Securities Credit Ratings New Issuance Statistics Trade Statistics Disclosure Statistics Disclosures Data

9 Municipal Securities Rulemaking Board 9 Issuer Information on EMMA

Putting EMMA ® to Work for You

11 How to Put EMMA to Work for You Comply Comply with financial disclosure obligations Inform Provide information to investors Monitor See how your bonds are trading

12 Continuing Disclosure Obligations General Anti-Fraud Provisions Specifics/ Timing for Required Disclosures Securities Exchange Act of 1934 SEC Rule 15c2-12 SEC Rule 10b-5Continuing Disclosure Agreements

13 Federal Anti-Fraud Laws Prohibit fraudulent, inaccurate or misleading information in disclosures to investors Material information may not be omitted Violations may result in SEC charges against issuers Fines Bans from business

14 Required Disclosures (SEC Rule 15c2-12) Comprehensive Annual Financial Report Audited Financial Statements Financial Information Operating Data Notice of Failure to File Annual Financials Financial/ Operational Notices of specific events that can have an impact on key features of the bonds Must be submitted within 10 business days Event Notices

15 Required Event Disclosures Principal and interest payment delinquencies Non-payment related defaults 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- exempt status of the security Rating changesModifications to rights of security holders Bond calls and tender offers Defeasances Release, substitution or sale of property securing repayment of the securities Bankruptcy, insolvency or receivership Merger, acquisition or sale of all issuer assets Appointment of successor trustee

16 Continuing Disclosure Agreements Issuer’s contractual obligations for: –What to disclose in annual financials –Required timing of annual financials –Events that will trigger disclosure –History of compliance with SEC Rule 15c2-12 Often included as exhibits or appendices in official statements Details and requirements can vary from issue to issue Do you remember signing a CDA?

17 Submitting Required Disclosures to EMMA

18 Set Up an Organization Account Creates single continuing disclosure submission account for all agents and staff of an issuer Allows master account administrator to securely and independently manage staff access Required to use certain EMMA ® tools dataport.emma. msrb.org/About Dataport.aspx

19 Sign Up for Reminders Issuers can schedule automated s from EMMA ® to be reminded of approaching annual or quarterly financial disclosure filing deadlines Include additional contacts to ensure all those with a role in disclosure are alerted

20 Click to Access Disclosure Resources Center/Issuers/Disclosing.aspx

21 How to Put EMMA to Work for You Comply Comply with financial disclosure obligations Inform Provide information to investors Monitor See how your bonds are trading

22 How Investors Find Information on EMMA

23 Navigate by State and Type

24 Customize Your Issuer Homepage on EMMA

25 How to Put EMMA to Work for You Comply Comply with financial disclosure obligations Inform Provide information to investors Monitor See how your bonds are trading

26 View Real-Time and Historical Trade Data

27 Find and Compare Similar Securities EMMA ® ’s Price Discovery Tool

28 Call MSRB Support Live support weekdays 7:30 a.m. - 6:30 p.m. ET Questions about viewing trade data on EMMA?

Muni Market Facts

30 Pop Quiz What’s the average number of daily trades in municipal bonds? –40,000 Which state issues the largest par amount for infrastructure financing? –California How many municipal bonds are outstanding? –1 million –In contrast, there are about 30,000 corporate bonds outstanding.

Working With Municipal Advisors

32 The Deal Team

33 Regulatory Framework Dodd-Frank Act of 2010, expanded the MSRB’s jurisdiction to include the regulation of municipal advisors and municipal advisory activities −Included a broad definition of municipal advisor −Deemed municipal advisors to owe a fiduciary duty to their municipal entity clients

34 Regulatory Framework (continued) The SEC promulgated a final registration rule, which among other things: –Defined the categories and activities of persons deemed to be municipal advisors –Established a permanent registration regime –Established broad recordkeeping requirements for municipal advisors –Provided that the examination of municipal advisory firms would be conducted by SEC and FINRA

35 Regulatory Framework (continued) With the adoption of the SEC Final Rule, the MSRB prioritized the development of municipal advisor rules in key areas –Supervision and Compliance –Professional Qualifications –Gifts and gratuities –Core Standards of Conduct –Pay-to-Pay

36 Rulemaking Update MSRB RuleNoticeEffective Date Supervision and Compliance Obligations (Rule G-44) MSRB Notice April 23, 2015 April 23, 2016* Professional Qualifications (Rule G-3) MSRB Notice April 27, 2015 Gifts and Gratuities (Rule G-20) MSRB Notice May 6, 2016 Core Standards of Conduct (Rule G-42) MSRB Notice June 23, 2016 Pay-to-Play (Rule G-37)MSRB Notice August 17, 2016 With the adoption of the SEC Final Rule, the MSRB has prioritized the development of municipal advisor rules in key areas: * Effective date of Rule G-44(d)

What to Expect From Your Municipal Advisor

38 Municipal Advisors’ Responsibilities Municipal advisors may perform the following functions: –Develop requests for proposals and qualifications for underwriters and bond or disclosure counsel; –Assist with the selection of underwriters, underwriter compensation issues, syndicate structure and bond allocations; –Assist in developing the plan of finance and the related transaction timetable; –Identify and analyze financing solutions and alternatives for funding a capital improvement plan; and –Advise on the method of sale, taking into account market conditions and near-term activity in the municipal market

39 Municipal Advisors MUST Put municipal entity client’s interests ahead of their own Disclose conflicts of interest Provide documentation of municipal advisory relationship Make suitable recommendations Must know their clients

40 Inadvertent Advice Municipal advisors that inadvertently engage in municipal advisory services, but do not intend to continue the municipal advisory activities or enter into a municipal advisory relationship must promptly as possible, after discovery of the inadvertent advice, provide a dated document to the issuer client containing, specific information

41 Municipal Advisors MUST NOT  Charge excessive compensation and fees;  Deliver inaccurate invoices for fees or expenses;  Make false or misleading representations about their capacity or knowledge;  Advise on certain transactions where the municipal advisor’s firm is acting as principal;  Attempt “pay-to-play” activities; and  Attempt to give excessive gifts or gratuities to an employee of an issuer client

42 What to Expect from Your Municipal Advisor CHECK Verify Your Municipal Advisor’s Registration Status and Credentials PROTECT Know the Rules Designed to Protect Your Interests REPORT Call the MSRB to Report Potential Rule Violations

43 Look for Series 50 Credential MSRB requires all municipal advisors to take and pass the baseline test of professional qualification By fall 2017, all municipal advisor professionals should hold the MSRB’s Series 50 credential Ask your municipal advisor whether they have taken and passed the exam

44 Verify Municipal Advisor Registration All municipal advisor firms should be registered with both the SEC and the MSRB Find a full list of MSRB-registered firms on the MSRB website

45 File a Complaint Submit complaints to the MSRB – Submit complaints about non-dealer municipal advisors to the SEC –U.S. Securities and Exchange Commission Office of Municipal Securities 100 F Street, NE Washington, DC –Tips, Complaints and Referrals PortalTips, Complaints and Referrals Portal Submit complaints about FINRA-registered municipal advisors to FINRA –FINRA's Investor Complaint CenterFINRA's Investor Complaint Center

MSRB Resources

47 Access Free Educational Resources

48 Visit the MSRB Education Center Municipal Securities Rulemaking Board 48

49 Get the 411 from the Municipal Market’s 311 Call MSRB Support Live support weekdays 7:30 a.m. - 6:30 p.m. ET Questions about the municipal market?

50 Keep Up with the MSRB MSRB Online msrb.org emma.msrb.org MSRB Support MSRB Updates – Subscribe at msrb.orgmsrb.org Follow the MSRB on

Muni Market 311 August 5, 2016 | Government Finance Officers Association of Arizona