PUTTING THE PIECES TOGETHERTAX & SECURITIES LAW INSTITUTE2014

FAIRMONT COPLEY PLAZABOSTON, MA27-28

MARCH

TSLITax & Securities Law Institute

12th Annual Tax & Securities Law InstituteMarch 27-28, 2014 │Fairmont Copley Plaza│Boston, MA

State and local governments are facing very serious challenges today at all levels. These challenges reflect the general global issues of increas-ing demand for capital investment to address aging or obsolete infrastructure, economic development to get people to work, and demands for services. As we continue to experience the aftermath of the collapse of the credit markets following the subprime mortgage crisis, our communities have been by battered by recent natural disasters. State and local governments are seeking to respond to the difficult issues presented by press-ing demands and dwindling resources. Regulatory measures on both the tax law side and the securities law side, targeted at the processes through which state and local governments access the capital markets and participate in such markets, are being implemented in the face of these urgent demands, as well as measures affecting the marketability of tax-exempt bonds. The Institute will focus on piecing it all together.

Breakout Session TracksSecurities Track The Institute will explore the latest developments in the securities law area. In light of the recent focus in enforcement ac-tions by the SEC on disclosure policies and procedures, the Institute will feature a panel entitled “Why You Should Care About Disclosure Poli-cies." Building on a current NABL project, this panel will examine the legal significance of disclosure policies and procedures and approaches to drafting disclosure policies and procedures. “Current Disclosure Issues in Primary Offerings” and “Current Continuing Disclosure Issues” will fea-ture regulators and practitioners who will explore updated rules pro-mulgated under the Dodd-Frank Wall Street Reform and Consumer Pro-tection Act, the current status of the SEC’s much anticipated interpretive release, the SEC’s 2012 report on municipal markets resulting from its field hearings, and other hot securities law topics. Another session, “Am I a Municipal Advisor and, if so, so What?”, will cover the SEC and MSRB’s recent rules relating to municipal advisors. The Institute will also offer an informative perspective on the concerns and requirements of investors in the current municipal debt market in a panel entitled “Tales from the Buy

Side: Investors’ Perspectives on Disclosure and Other Is-sues.” This panel will include representatives from some of the largest purchasers of tax-exempt bonds in the country. Finally, a session will explore recent SEC and FINRA enforcement actions in municipal finance.

Tax Track The tax sessions will address many of the current issues confronting the Section 103 bar. The topics to be covered at the Institute include matters affecting financially strapped governmental issuers and conduit borrowers. Current developments in the area of private activity bond tests, as well as the definition of private business use and private payments, will be the subject of a panel. A discussion of recent tax enforcement measures and the broader implications of such measures will be the subject of another panel. A panel discussing reissuance and remedial action issues will be offered. A panel on advanced public-private-partnership (P3) issues will also be offered, which will discuss advanced tax issues on P3 projects as well as structuring issues which arise on P3 projects. Finally, in order to be as relevant as possible, a Tax Hot Topics session will ensure the discussion of any late-breaking developments in tax law affecting tax-exempt and/or tax-advantaged bonds will be covered.

Ethics Panel This year’s ethics panel, entitled “The Function and Pro-fessional Responsibilities of Bond Counsel in Light of Recent Circular 230 Developments” will address the unique aspects of the bond opinion and bond practice, the professional responsibilities of bond counsel, and the application of certain model rules of professional conduct to municipal bond practice in light of recent revisions to Circular 230, which details tax professionals’ duties and obligations while practicing before the In-ternal Revenue Service.

Joint Panel In a joint panel, entitled “What’s the Issue with Issue Price?”, tax and securities law practitioners and regulators will discuss the proposed issue price regulations in-depth from both a legal and practi-cal standpoint, including critiques of and suggestions to improve the issue price regulations. Tax and securities law practitioners will discuss how if adopted as proposed, such regulations would affect their respective practices.

Putting the Pieces Together

TAX & SECURITIES LAW INSTITUTEMarch 27-28, 2014 | Fairmont Copley Plaza | Boston, MA

12th Annual

General Session A highlight of the Institute will be the General Session on Thursday, March 27, “What’s in a Name? Why Not All General Obligation Debt is the Same.” Building on a current NABL project on general obligation debt, NABL Board Member Dee P. Wisor will lead a panel of industry experts through a discussion of the variety of general obligation debt. Panelists will focus on the characteristics of G.O. debt, the remedies available to holders of G.O. debt, and the effects of bankruptcy on G.O. debt. Panelists also will highlight investor concerns about G.O. debt raised by recent mu-nicipal bankruptcies and defaults. Panelists will conclude the General Session with a discussion of disclosure lessons about G.O. debt raised by recent municipal bankruptcies and defaults.

Wednesday March 26

5:00pm – 7:00pm Check-in Desk Open

Thursday March 27

7:00am – 5:30pm Check-in Desk & Exhibits Open7:00am – 8:00am Continental Breakfast

8:00am – 9:15amBreakout 1(S-1) (S-2) (T-2)

9:15am – 9:30am Break

9:30am – 10:45amBreakout 2(S-4) (S-6) (T-3) (T-5)

10:45am – 11:00am Break

11:00am – 12:15pmBreakout 3(E-1) (S-3) (T-1)

12:15pm – 1:15pm Lunch

1:15pm – 2:30pmGeneral SessionWhat’s in a Name? Why Not All General Obligation Debt is the Same

2:30pm – 2:45pm Break

2:45pm – 4:00pmBreakout 4(S-2) (T-4) (T-5)

4:00pm – 4:15pm Break

4:15pm – 5:30pm Breakout 5(J-1) (S-3) (S-5) (T-2)

5:30pm – 6:30pm Welcome Reception

Friday March 28

7:00am – 12:30pm Information Desk & Exhibits Open7:00am – 8:00am Continental Breakfast

8:00am – 9:15amBreakout 6(E-1) (J-1) (S-4)

9:15am – 9:30am Break

9:30am – 10:45amBreakout 7(S-1) (S-5) (T-1)

10:45am – 11:00am Break

11:00am – 12:15pmBreakout 8(S-6) (T-3) (T-4)

Agenda (Subject to change. For the most up-to-date agenda, please visit www.nabl.org.)

Breakout Session Topics

In all, TSLI will cover at least 13 breakout session topics dealing with current issues of securities law, tax law, and ethics. Government participants will join many of the panels, offering attendees the most up-to-date views of industry regulators. Be sure to indicate your topic preferences on your registration form so panels can be appropriately scheduled to accommodate interest. Please note, however, that as developments warrant, the topics shown may need to be adjusted to address current developments in the area.

Securities Law ▪ S-1 Current Disclosure Issues in Primary Offerings ▪ S-2 Current Continuing Disclosure Issues ▪ S-3 SEC Enforcement ▪ S-4 Tales from the Buy Side: Investors’ Perspec-tives on Disclosure and Other Issues▪ S-5 Am I a Municipal Advisor and, if so, so What?▪ S-6 Why You Should Care About Disclosure Policies

Tax Law ▪ T-1 Tax Hot Topics ▪ T-2 Reissuance and Remedial Actions ▪ T-3 Tax Enforcement ▪ T-4 Private Activity Bond Tests ▪ T-5 Advanced Public-Private-Partnership (P3) Issues

Joint Panel ▪ J-1 What’s the Issue with Issue Price?

Ethics ▪ E-1 The Function and Professional Responsibilities of Bond Counsel in Light of Recent Circular 230 Developments

Welcome Reception On Thursday evening, NABL will host a reception for all attendees. This Welcome Reception will provide a great opportunity to visit with bond lawyers from across the country as well as government representatives in historic Boston.

SPONSORED BY:

GENERAL INFORMATIONAccommodations The Fairmont Copley Plaza Boston138 St. James Avenue Boston, MA 02116TEL (617) 267-5300 FAX (617) 267-7668fairmont.com/copley-plaza-boston/The Institute will take place at the luxury downtown Boston landmark hotel, the Fairmont Copley Plaza. It is centrally located in Boston's historic Back Bay and is minutes away from the historic Beacon Hill, Copley Place Mall, and the bou-tiques of Newbury Street.

The group rates$245 Queen$260 Deluxe King$260 Two Double Beds

The rates above include in-room high speed internet service and complimentary ac-cess to the hotel’s brand new, 3,000 square-foot rooftop health club. A limited block of guestrooms is being held for attendees on March 26 and 27, and the group rate will be extended three days before and after the Institute. All reservations are based on space and rate availability. For reservations, please call (800) 257-7544 and identify yourself as being with the National Association of Bond Lawyers to receive the group rate or visit https://resweb.passkey.com/go/2014nabl to reserve your accommodations online. A non-refundable deposit will be required at the time of reservation. The reservation cut-off date is February 25, 2014. Reserva-tions will be honored on a space and rate available basis until this date.

Check In/OutHotel check in is 3:00pm and check-out is at noon.

Institute Schedule and Attire The Institute’s schedule recognizes the many demands on attendees and pro-vides regularly scheduled breaks throughout the day so you can check voice-mail and e-mail. The Institute concludes at 12:15pm on Friday, allowing you to return home that same day or enjoy Boston’s many attractions. Attire for the Institute is business casual.

Airport, Taxi, and Parking▪ Logan International Airport (BOS) is approximately four miles (20-minute drive) from the hotel. ▪ The one-way cost of a taxi from Logan International Airport to the hotel is $25-30.▪ The fees for parking are: $29 per day; $46 overnight

Questions? Please contact: National Association of Bond Lawyers 601 Thirteenth Street NW, Suite 800 South Washington, DC 20005-3875 Tel: (202) 503-3300 Fax: (202) 637-0217 registration@nabl.org www.nabl.org

What You Should Know

CLE Credit The Institute offers the ability to earn up to 11 hours of CLE credit, depending on the jurisdiction, including ethics credit. This is an excellent opportunity to keep current with your law specialty and easily fulfill your mandatory CLE requirements.

Registration fee • $795 per NABL member• $1100 per Non-member**TSLI is a NABL members-only event. This price in-cludes one year of NABL membership. For more infor-mation on the benefits of NABL membership, please visit nabl.org.

Attendance & Registration The Institute is designed for individuals who have five or more years of experience in the municipal finance area. It is open only to NABL members. NABL mem-bership is by individual and not by firm. The number of registrants is limited, determined on a first-come, first-served basis.

TSLI Executive Committee

ChairJoseph (Jodie) E. Smith Maynard, Cooper & Gale, P.C.Birmingham, Alabama

Vice ChairLorraine M. Tyson Pugh, Jones & Johnson, P.C. Chicago, Illinois

Sponsors and ExhibitorsThank you to our current sponsors and exhibitors for their support.

The Institute annually brings together experienced tax and securities lawyers from around the country for the most comprehensive educational offerings available in public finance law.

Registration Information: Please print or type the information requested below. One form per person. Full Name First Name on Badge (as you would like it to appear) Law Firm, Company, Employer Address City, State, Zip Telephone, Cell, Email

Date admitted to practice:

List your Continuing Legal Education State/s & CLE Number/s:

List Special Dietary and/or Accessibility Needs:

Please check this box if you would like your name to be omitted from the attendee roster.

Registration Fees: $795 per NABL member $1100 per Non-member - TSLI is a NABL members-only event. This price includes one year of NABL membership.

Method of Payment: Check: Please make check payable to NATIONAL ASSOCIATION OF BOND LAWYERS. Or Charge My: American Express Visa MasterCard Discover

Credit Card Account Number Expiration Date Signature

Registration Cancellation PolicyInstitute registration cancellations must be received in WRITING via fax or mail. The chart below indicates the refund you will receive based on the date of cancellation: Substitutions of attendees are permitted up to the first day of the Institute.

Breakout Session TopicsFor detailed descriptions go to www.nabl.orgSecurities Law

S-1 Current Disclosure Issues in Primary Offerings S-2 Current Continuing Disclosure Issues S-3 SEC Enforcement S-4 Tales from the Buy Side: Investors' Perspectives on Disclosure and Other IssuesS-5 Am I a Municipal Advisor and, if so, so What?S-6 Why You Should Care About Disclosure Policies

Tax Law T-1 Tax Hot Topics T-2 Reissuance and Remedial Actions T-3 Tax EnforcementT-4 Private Activity Bond Tests T-5 Advanced Public-Private-Partnership (P3) Issues

Joint Panel J-1 What’s the Issue with Issue Price?

Ethics E-1 The Function and Professional Responsibilities of Bond Counsel in Light of Recent Circular 230 Developments

Breakout Session Preferences Please select one breakout session you are most likely to attend in each time slot.

Cancellation Received Refund Amount

February 13, 2014 Full Refund

March 13, 2014 50% RefundAfter March 13, 2014 No Refund

For Office Use Only: Member ID: Check #: CC#:

Thursday, March 27Breakout 18:00am - 9:15am○ S-1○ S-2○ T-2

Breakout 2 9:30am -10:45am ○ S-4○ S-6 ○ T-3○ T-5

Breakout 311:00am - 12:15pm○ E-1○ S-3○ T-1

Breakout 42:45pm - 4:00pm○ S-2○ T-4○ T-5

Breakout 54:15pm - 5:30pm○ J-1○S-3○ S-5○ T-2

Friday, March 28Breakout 68:00am - 9:15am○ E-1○ J-1○ S-4

Breakout 79:30am - 10:45am○ S-1○ S-5○ T-1

Breakout 811:00am - 12:15pm○ S-6○ T-3○ T-4

12TH ANNUAL TAX & SECURITIES LAW INSTITUTERegister online at www.nabl.org or complete and fax, Email, or mail this form.

TSLI 14 WEB

Fax completed form to (202) 637-0217 or mail to: National Association of Bond Lawyers 601 Thirteenth Street, N.W., Suite 800 South Washington, DC 20005-3875Email form to nabl@nabl.org

Mailing areaPHONE

FAX202-503-3300202-637-0217www.nabl.org

601 Thirteenth Street, NWSuite 800 SouthWashington, DC 20005

35 Years of Leadership

35 Years of Leadership

PUTTING THE PIECES TOGETHERTAX & SECURITIES LAW INSTITUTE2014

FAIRMONT COPLEY PLAZABOSTON, MA27-28

MARCH

TSLITax & Securities Law Institute

12th Annual Tax & Securities Law InstituteMarch 27-28, 2014 │Fairmont Copley Plaza│Boston, MA