Independent Registered Municipal Advisor Representation Letter

The Arizona Industrial Development Authority (the “Authority”) is hereby disclosing and notifying all potential underwriters and placement agents that it has retained an independent registered municipal advisor (“Municipal Advisor”).

By publicly posting the following written disclosure, the Authority intends that market participants receive and use it for purposes of the Independent Registered Municipal Advisor Exemption (the “IRMA Exemption”) as provided in the Securities and Exchange Commission’s final rules adopted for municipal advisor registration (the “Final MA Rules”).

The Authority is represented by and will rely on its Municipal Advisor, Hilltop Securities Inc., and more specifically, Timothy E. Nelson (tim.nelson@hilltopsecurities.com) and Michael J. Marz (michael.marz@hilltopsecurities.com), for General Municipal Advisory Services and to provide advice on proposals from financial services firms concerning the issuance of certain municipal securities and municipal financial products.  The individuals listed above are the Municipal Advisor points of contact specifically retained by the Authority and have been employed by the Municipal Advisor for two years (or more) prior to the date of this disclosure and, thus, are not “associated” (as defined in the Final MA Rules) at either an entity level or an individual level with persons seeking to rely on the IRMA Exemption.  Any changes to the Authority’s Municipal Advisor contact information going forward will be promptly posted to the Authority’s website.

The written notice required under the IRMA Exemption of the Final MA Rules stating that an underwriter or placement agent is not a municipal advisor and is, therefore, not subject to a fiduciary duty to the Authority should be provided to the Authority at the address noted below.

Notices and proposals to the Authority should be addressed to Patrick Ray (pat.ray@arizonaida.com), Program Manager, at 7702 E. Doubletree Ranch Rd., Suite 300, Scottsdale AZ 85258.  To encourage the continued sharing of ideas and propriety information by market participants, the Authority intends to keep original materials provided by and concepts it discusses with market participants from time to time confidential (to the extent provided by law) but hereby reserves the right, in its sole discretion, to share any information which will be seriously considered by the Authority with its Municipal Advisor.

Please note that aside from regulatory mandated correspondence between an underwriter and a municipal advisor, an underwriter or placement agent should not communicate speak directly with, or send documents directly to, the Authority’s Municipal Advisor unless specifically directed to do so by the Authority’s Program Manager.

This Representation Letter may be relied upon until December 1, 2023, unless amended or otherwise replaced by a new Representation Letter posted to the Authority’s website.

– Patrick Ray, Program Manager