Disclosure Policy

1. REFERENCES

Rule 15c2-12 of the Securities Exchange Act of 1934
 

2. PURPOSE

 In connection with Weber State University’s (the “University”) responsibilities under the securities laws, including its continuing disclosure undertakings (the “Undertakings”) and other obligations under Rule 15c2-12 of the Securities Exchange Act of 1934, as amended, it is necessary and in the best interest of the University that the University’s (i) preliminary and final official statements or offering circulars and any supplements or amendments thereto (collectively, the “Official Statements”), disseminated by the University in connection with any bonds, notes, certificates or other obligations issued by or on behalf of the University, (ii) Annual Financial Information, as required by and defined in the Undertakings (the “Annual Financial Information”) to be filed with the Municipal Securities Rulemaking Board’s (“MSRB”) Electronic Municipal Market Access (“EMMA”) system, and (iii) notices of material events or reportable events, each as described in the Undertakings, and any other required or voluntary disclosures to EMMA (each, an “EMMA Notice”) comply in all material respects with the federal securities laws. Further, it is necessary and in the best interest of the University that the University adopt policies and procedures to enable the University to create accurate disclosures with respect to its (i) Official Statements, (ii) Annual Financial Information, and (iii) EMMA Notices. Official Statements, Annual Financial Information and EMMA Notices are collectively referred to herein as the “Disclosures.”
 
In response to these interests, the University hereby adopts the following policies and procedures (the “Disclosure Policy”):
 

3. POLICY

1. Disclosure Officer. The Disclosure Officer of the University is hereby designated as the officer responsible for ensuring compliance by the University with the policies and procedures related to Disclosures, as described in this Disclosure Policy.

2. Official Statements. Whenever an Official  Statement  will  be  disseminated  in connection with the issuance of obligations by the University, the Disclosure Officer will oversee the process of preparing the Official Statement pursuant to the following procedures:

1. The University shall select (a) the working group for the transaction, which group may include outside professionals such as disclosure counsel, a municipal advisor and an underwriter (the “Working Group”) and (b) the member of the Working Group responsible for preparing the first draft of the Official Statement.

2. The Disclosure Officer shall review and make comments on the first draft of the Official Statement. Such review shall be done in order to determine that the Official Statement does not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made in the Official Statement not misleading. Particular attention shall be paid to the accuracy of all descriptions of the University and its facilities and financial and other information regarding the University.

3. After completion of the review set forth in paragraph 2 above, the Disclosure Officer shall (a) discuss the first draft of the Official Statement with the members of the Working Group and such staff members and officials of the University as the Disclosure Officer deems necessary and appropriate and (b) provide comments, as appropriate, to the members of the Working Group. The Disclosure Officer shall also consider comments from members of the Working Group and whether any additional changes to the Official Statement are necessary or desirable to make the document compliant with the requirements set forth in paragraph 2 above.

4. The Disclosure Officer shall continue to review subsequent drafts of the Official Statement in the manner set forth in paragraphs 2 and 3 above.

5. If, in the Disclosure Officer’s reasonable judgment, the Official Statement does not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made in the Official Statement not misleading, the Official Statement may, in the reasonable discretion of the Disclosure Officer, be released for dissemination to the public.

3. Annual Financial Information.   The Disclosure Officer will oversee the process of preparing the Annual Financial Information pursuant to the following procedures:

1. Within 120 days after June 30th of each year, the Annual Financial Information is required to be disseminated pursuant to the Undertakings.   In advance of such date, the Disclosure Officer shall prepare or caused to be prepared the applicable Annual Financial Information and shall review the audited or unaudited financial statements, as applicable, to be filed as part of the Annual Financial Information (the “Financial Statements”).  In addition to the required updating of the Annual Financial Information, the Disclosure Officer should consider whether additional information needs to be added to the Annual Financial Information in order to make the Annual Financial Information, including the Financial Statements, taken as  a  whole,  correct  and  complete  in  all  material  respects.  For  example,  if disclosure of events that occurred subsequent to the date of  the  Financial Statements would be necessary in order to clarify, enhance or correct information presented in the Financial Statements, in order to make the Annual Financial Information,  taken  as  a whole,  correct  and  complete in  all  material  respects, disclosure of such subsequent events should be made.

2. If, in the Disclosure Officer’s reasonable judgment, the Annual Financial Information, including the Financial Statements, is correct and complete in all material respects, the Disclosure Officer shall file the Annual Financial Information with EMMA (or confirm that such filing is completed by any agent hired by the University for such purpose) within the timeframe allowed for such filing.

4. EMMA Notices. Whenever the University determines to file an EMMA Notice, or whenever the University decides to make a voluntary filing to EMMA, the Disclosure Officer will oversee the process of preparing the EMMA Notice pursuant to these procedures:

1. The Disclosure Officer shall prepare (or cause an agent to prepare) the EMMA Notice.  The EMMA Notice shall be prepared in the form required by the MSRB.

2. In the case of a Disclosure required by an Undertaking, the Disclosure Officer shall determine whether any changes to the EMMA Notice are necessary to make the document compliant with the Undertaking.

3. If, in the Disclosure Officer’s reasonable judgment, the EMMA Notice is correct and complete and, in the case of a Disclosure required by an Undertaking, complies with the Undertaking, the Disclosure Officer shall file the EMMA Notice with EMMA (or confirm that such filing is completed by any agent hired by the University for such purpose) within the timeframe allowed for such filing.

5. Additional Responsibilities of the Disclosure Officer. The Disclosure Officer, in addition to the specific responsibilities outlined above, shall have general oversight of the entire disclosure process, which shall include:

1. Being familiar with the requirements of each Undertaking;

2. Maintaining appropriate records of compliance with this Disclosure Policy (including proofs of EMMA filings) and decisions made with respect to disclosure issues that have been raised; and

3. Evaluating the effectiveness of the procedures contained in this Disclosure Policy and making recommendations to the Board as to whether revisions or modifications to this Disclosure Policy are appropriate.

6. General Principles.

1. All participants in the disclosure process should be encouraged to raise potential disclosure items at all times in the process.