Firm Overview
HSAM is a Delaware limited liability company that was formed in 1991 and is a registered
Investment Adviser with the United States Securities and Exchange Commission (‘SEC”),
pursuant to the Investment Advisors Act of 1940. Hilltop Holdings Inc. (“HTH”) has a 100%
membership interest in Hilltop Securities Holdings, LLC, which operates through its wholly
owned subsidiaries, Hilltop Securities Inc., Momentum Independent Network Inc., and Hilltop
Securities Asset Management, LLC. HTH is a public company listed on the New York Stock
Exchange (“NYSE”) under the symbol “HTH”.
HSAM currently provides investment advisory services in addition to professional and
administrative services.
Investment Advisory Services
HSAM’s Investment Advisory Services specialize in providing cash flow-based investment
strategies to municipal entity clients, including but not limited to cities, counties, school
districts, public colleges, hospitals, utilities, and transportation authorities, nationwide.
Investment strategies are tailored to each individual client following a review of their cash flow
projections and recommending an appropriate strategy based on the client’s cash flow
requirements. The securities invested in adhere to the client’s investment objectives, specific
maturity limitations, maximum allocation percentages, credit restrictions, including, without
limitation acceptable levels of risk provided within each client’s individual Investment Policy
Statement (“IPS”). All provisions governing HSAM’s authority are documented in the Agreement
for Investment Advisory Services by and between Investor and Hilltop Securities Asset
Management, LLC. The Investment Advisor Services agreement may be tailored to
accommodate specific requests of the client.
HSAM assists the client in creating monthly and/or quarterly investment reports for clients as
required by the IPS, stated procedures and/or state law.
Generally, HSAM does not maintain discretionary authority and unless specifically instructed
otherwise by a client, shall obtain approval from the client for the purchase or sales of
securities prior to the execution of any order.
Arbitrage Rebate Compliance Services
The Arbitrage Rebate Compliance Services program provides professional services to an Issuer,
in connection with the sale and delivery of certain bonds, notes, certificates, or other tax
exempt obligations (“Obligations”) to determine to what extent, if any, the Issuer will be
required to rebate certain investment earnings (amount of rebate referred to as “Arbitrage
Amount”) from the proceeds of the Obligations to the United States of America pursuant to the
provisions of Section 148(f)(2) of the Internal Revenue Code of 1986 (“Code”).
HSAM works with the Issuer to review the schedule of investments made by the Issuer to
determine proceeds from the Obligations subject to the rebate requirements of the Code. HSAM
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will perform these services, consistent with Code and the regulations promulgated thereunder,
to determine the Arbitrage Amount under Section 148 (f)2 of the Code. HSAM provides a report
to the Issuer specifying the Arbitrage Amount based on the investment schedule, the
calculations of the bond yield and investment yield, and other information deemed relevant by
HSAM. HSAM does not assume any responsibility for record retention requirements the Issuer
may have under the Code or other applicable laws; the Issuer remains responsible for any
record retention requirements.
All provisions governing HSAM’s authority are documented in the Agreement for Arbitrage
Rebate Compliance Services (the “Agreement”) between the Issuer and Hilltop Securities Asset
Management, LLC. The Agreement shall apply only to Obligations, to the extent that the
Obligations do not qualify for exceptions to the rebate requirements in accordance with Section
148 of the Code and related Treasury regulations.
Bidding Agent Services
HSAM provides bidding agent services for the investment of bond or loan proceeds and other
legally available funds on municipal and corporate debt transactions throughout the United
States.
HSAM’s services include preparation of bid solicitation documentation and specifications,
establishing a target group of qualified potential investment providers, assisting in the selection
of the investment provider, and working with the Issuer, bond counsel and the winning
investment provider to review and negotiate satisfactory documentation.
The firm’s clients are municipal and corporate debt issuers whose permitted investments are
governed by the resolution or indenture authorizing each bond transaction, local investment
policy and in some cases, state law.
Local Government Investment Cooperative
Local Government Investment Cooperative (“LOGIC”) is duly organized and existing under the
laws of the State of Texas as a business trust in conformity with the Interlocal Cooperation Act,
Chapter 791 of the Texas Government Code (“ICA”), and the Public Funds Investment Act,
Chapter 2256 of the Texas Government Code (“PFIA”) and operates as a local government
investment pool for authorized eligible governmental entities to invest their funds. The ICA and
PFIA provide for the creation of public funds investment pools (including LOGIC) and authorize
eligible governmental entities (“Participants”) to invest their public funds and funds under their
control through the investment pools. Only eligible local governments, agencies of the State of
Texas and nonprofit corporations acting on behalf of a local government or state agency may
become Participants. Eligible local governments include any municipality, school district,
county, special district, hospital district, junior college district, political subdivision, authority,
public corporation, body politic, or instrumentality of the State of Texas and any nonprofit
corporation acting on behalf of any of those entities.
LOGIC is overseen by its Board of Trustees. The Board has retained Hilltop Securities Inc.,
(“HTS”), Hilltop Securities Asset Management, LLC (“HSAM”), and J.P. Morgan Investment
Management, LLC (“JPMIM”) collectively referred to as the “Administrators,” to assist the Board
of Trustees in managing the pool. LOGIC was established in 1994 for the collective investment
of funds by participating governments in one or more portfolios of securities or other assets.
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As prescribed in the Seventh Amended and Restated Agreement for Investment Management
and Related Services (the “Agreement”); JPMIM shall provide investment advice to LOGIC, HTS
shall market and distribute LOGIC and provide advice to the Board of Trustees with respect to
whether and how to issue units of LOGIC and concerning the structure, timing, terms, and
other similar matters concerning the issuance of units in LOGIC, and HSAM shall provide
participant and administrative services to LOGIC.
Responsibilities for LOGIC to be performed by HSAM and/or its affiliates and/or their sub
contactors (as permitted in the Agreement)(together, the “HSAM Service Providers”) are general
administrative
responsibilities for LOGIC which include Enrollment, Servicing and Support of
Participants; Participant Relations; Board Relations and Ongoing Organizational Maintenance,
all items detailed within the Agreement.
For the avoidance of doubt, the services provided by HSAM, and its employees hereunder are
not intended to and shall not include engaging in municipal advisory activities as that term is
defined in Rule 15Bal-1(e) of the Securities Exchange Act of 1934. HSAM shall not be required
or requested to undertake a solicitation of a municipal entity or obligated person on behalf of
any entity or be required or requested to undertake any activity that would not fall within the
general information exclusion above.
Employees of HSAM may serve on LOGIC’s governing board, advisory boards, or committees.
For the avoidance of doubt, in-the-event that employees of HSAM serve on LOGIC’s governing
board, advisory boards, or committees, they will provide advice to LOGIC in accordance with
the terms of the Agreement only to the extent that they may rely upon an exclusion or
exemption from the definition of municipal advisor under Rule 15-Ba-1-1(d)(2) or (3) of the
Exchange Act.
Texas Short Term Asset Reserve Program
Texas Short Term Asset Reserve Program (“TexSTAR”) Cash Reserve Fund (“TexSTAR Cash
Reserve” or the “Fund”) was organized on April 8, 2002, to conform with the Interlocal
Cooperation Act, Chapter 791 of the Texas Government Code (“ICA”) and the Public Funds
Investment Act, Chapter 2256 of the Texas Government Code (“PFIA”). The ICA and the PFIA
provide for the creation of public funds investment pools (including TexSTAR) and authorize
eligible governmental entities (“Participants”) to invest their public funds and funds under their
control through the investment pools. Only eligible local governments, agencies of the State of
Texas and nonprofit corporations acting on behalf of a local government or state agency may
become Participants. Eligible local governments include any municipality, school district,
county, special district, hospital district, junior college district, political subdivision, authority,
public corporation, body politic, or instrumentality of the State of Texas and any nonprofit
corporation acting on behalf of any of those entities.
The Texas Short Term Asset Reserve Program (“TexSTAR”) is overseen by its Board of Directors
(the “Board”). The Board has retained J.P. Morgan Investment Management Inc. (“JPMIM’),
Hilltop Securities Inc. (“HTS”), and Hilltop Securities Asset Management, LLC (“HSAM”),
collectively referred to as the “Administrators”) to operate and manage the TexSTAR local
government investment pool.
Each Administrator agrees to provide services under the Amended and Restated Agreement for
Investment Management and Related Services (the “Agreement”) in accordance with TexSTAR’s
Terms of Participation and Bylaws, Investment Policy, and Operating Procedures. JPMIM shall
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provide investment advice to TexSTAR, HTS shall market and distribute TexSTAR and in
addition, shall provide advice to the Board with respect to whether and how to issue units of
TexSTAR and concerning the structure, timing, terms, and other similar matters concerning
the issuance of units in TexSTAR and HSAM shall provide participant and administrative
services to TexSTAR.
HSAM will assume general administrative responsibilities for TexSTAR which include
Enrollment, Servicing and Support of Participants; Participant Relations; Board Relations and
Ongoing Organizational Maintenance, all items detailed within the Agreement.
For the avoidance of doubt, the services provided by HSAM and its employees hereunder are
not intended to and shall not include engaging in municipal advisory activities as that term is
defined in Rule 15Bal-1(e) of the Securities Exchange Act of 1934. HSAM shall not be required
or requested to undertake a solicitation of a municipal entity or obligated person on behalf of
any entity or be required or requested to undertake any activity that would not fall within the
general information exclusion above.
Employees of HSAM may serve on TexSTAR’s governing board, advisory boards, or committees.
For the avoidance of doubt, in-the-event that employees of HSAM serve on TexSTAR’s governing
board, advisory boards, or committees, they will provide advice to TexSTAR in accordance with
the terms of the Agreement only to the extent that they may rely upon an exclusion or
exemption from the definition of municipal advisor under Rule 15-Ba-1-1(d)(2) or (3) of the
Exchange Act.
Florida Short Term Asset Reserve Program
By execution of an Interlocal Agreement and Trust Instrument (as amended and restated, the
“Interlocal Agreement”), City of Ocoee, Florida and Haines City, Florida established an
intergovernmental investment pool pursuant to Section 163.01, Florida Statutes to be known
as the Florida Short Term Asset Reserve (“FLSTAR”) for the collective investment of funds by
participating units of local government (each a “Participant”).
FLSTAR is governed by a Board of Trustees (the “Board”) which has retained the services of J.P.
Morgan Investment Management Inc. (“JPMIM’), Hilltop Securities Inc. (“HTS”), and Hilltop
Securities Asset Management, LLC (“HSAM”), collectively referred to as the “Administrators,” to
operate and manage the FLSTAR local government investment pool pursuant to the terms and
conditions set forth in the Amended and Restated Agreement for Investment Management and
Related Services (the “Agreement”).
JPMIM shall provide investment advice to FLSTAR, HTS shall market and distribute FLSTAR
and provide advice to the Board with respect to whether and how to issue units of FLSTAR and
concerning timing, terms and other similar matters concerning the issuance of units of
FLSTAR, and HSAM shall provide participant and administrative services to FLSTAR.
HSAM will assume general administrative responsibilities for FLSTAR which include
Enrollment, Servicing and Support of Participants; Participant Relations; Board Relations and
Ongoing Organizational Maintenance, all items detailed within the Agreement.
For the avoidance of doubt, the services provided by HSAM and its employees hereunder are
not intended to and shall not include engaging in municipal advisory activities as that term is
defined in Rule 15Bal-1(e) of the Securities Exchange Act of 1934. HSAM shall not be required
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or requested to undertake a solicitation of a municipal entity or obligated person on behalf of
any entity or be required or requested to undertake any activity that would not fall within the
general information exclusion above.
Notwithstanding the forgoing, employees of HSAM may serve on FLSTAR’s governing board,
advisory boards, or committees. For avoidance of doubt, in-the-event that employees of HSAM
serve on FLSTAR’s governing board, advisory board, or committees, they will provide advice to
FLSTAR in accordance with the terms of the Agreement only to the extent that they may upon
rely upon an exclusion or exemption from the definition of municipal advisor under Rule 15-
Ba-1-1(d)(2) or (3) of the Exchange Act.