DISCLOSURE REQUIREMENTS FOR DEBT OBLIGATIONS

Effective: August 15, 2024

Purpose: This policy ensures Emporia State University's compliance with federal securities laws by outlining procedures for preparing and updating disclosure information, designating key participants, establishing oversight mechanisms, and addressing filing requirements, training, and general principles guiding the disclosure process.

Scope: This policy applies to university officials, various stakeholders and external parties.

Responsible Office: Budget and Finance; Presidents Office

Policy Statement: When Emporia State University  issues bonds, notes or other obligations (collectively, "Bonds") payable from a pledge by the University of general or specific revenues, a preliminary official statement and a final official statement (collectively, "Official Statement") may be prepared to provide disclosure information to buyers of the Bonds. The Official Statement contains information regarding the University and the Bonds.

With each Official Statement, the President of the University shall provide a certification stating that the information contained in the Official Statement, as of the date of such Official Statement, does not contain any untrue statement of material fact or omit to state any material fact. The University shall include in such certification a statement that there has been no material adverse change in the financial position and affairs of the University from the date of the Official Statement to the date of issuance of the Bonds, which was not disclosed in or contemplated by the Official Statement.

The University shall fulfill its Continuing Disclosure Undertakings (CDU) as may be required by law by publishing such required disclosure information in the University’s Annual Report, which shall be the University’s Annual Financial Report (AFR) and any other annual financial and operating data meant to update information originally in the Official Statement.

In addition, information of the type included in the Official Statement and the AFR shall from time to time provided by the University to other municipal market participants, including rating agencies.

By adopting these policies and by requiring staff to adhere to these policies, the University President hereby formalizes procedures to comply with the University's disclosure obligations under federal securities law and to provide a reasonable basis for the President to provide the certification described above.

To further facilitate compliance with the procedures set forth in these policies, the University Chief Financial Officer (CFO) shall request that the Emporia State University Foundation and Memorial Corporation identify one primary person to collect, review, and coordinate information regarding such entity's organization, finances, and operations for inclusion in the Office Statement and to provide appropriate assurances regarding such information. The CFO shall request from these entities such information at such times as necessary to coordinate and facilitate the periodic preparation of the AFR.

The President shall permanently appoint a "Disclosure Committee" which will have general oversight of the disclosure process.

Composition of the Disclosure Committee

The membership of the Disclosure Committee shall consist, at a minimum, of the CFO and the University General Counsel.

The duties of the Disclosure Committee shall include:

• maintaining appropriate records of compliance with these policies and decisions made with respect to issues which have been raised;
• periodically checking to determine that these policies are being followed;
• evaluating the effectiveness of the procedures contained in these policies and making recommendations to the President as to whether revisions or modifications to the process are appropriate;
• review of all data and significant items referred to the Disclosure Committee;
• serving as the final level of review of the University Appendices before the University Appendices are provided to the President for review and approval for use with the Official Statement of new issues of Bonds, the University’s AFR, or other continuing disclosure filings;
• preparing all material financial and other information in preparation for the sale of obligations and to respond to requests for information by rating agencies, regulators, and other municipal market participants; and
• designating key participants, including one primary person, in each relevant division, unit, or office to collect, review, and coordinate information for University filings and for an Official Statement.

Each member of the Disclosure Committee shall be familiar with Event Notices contained in the CDUs.

The CFO or their designee will retain the records of any Disclosure Committee meetings and actions in accordance with the University's Record Retention policy.

The information in an Official Statement and the University Appendices will be updated, revised, and reissued with each issuance and sale of Bonds.

With the issuance and sale of Bonds, representations or certifications regarding the information in the Official Statement and the University Appendices are made at the time of the pricing and sale of the Bonds and again upon the closing and delivery of the Bonds. The information in the University Appendices for these purposes is, in the usual course of a transaction, finalized at the time the Official Statement is printed and distributed to market participants. The printing of the Official Statement usually occurs one to two weeks prior to pricing and sale of the Bonds. The closing and delivery of the Bonds usually follows pricing and sale of the Bonds by one to two weeks. It is not anticipated that any changes will be required to be made to the University Appendices prepared at the time of printing the Official Statement. However, because of the representations and certifications required at the time of pricing and sale and at the time of closing as described above, it is necessary to have a procedure in place to make sure that there have been no material changes in the financial condition and affairs of the University which would warrant a change to the University Appendices. To determine whether there are any material changes that may require an update to the University Appendices, the CFO shall maintain copies of each CDU, identifying the events listed in such CDUs that may result in the public filing of a notice (“Event Notice”) as required by law. The CFO shall also maintain a record of the occurrence of any such event and the public filing of Event Notices. The CFO shall also maintain an ongoing record of outstanding financial obligations of the University as is defined in each CDU.

Definitions: All words and phrases shall be interpreted utilizing their plain meanings unless otherwise defined in University or Board of Regents policy or by statute or regulation.

Procedures: All procedures linked and related to the policies above shall have the full force and effect of policy if said procedures have first been properly approved by the University’s administrator in charge of Budget and Finance procedures.

[Budget and Finance procedures - coming soon]

Related Policy Information: 1.11 - Records Retention