Edward Jones Public Finance March 5, 2015 Ben McGuire, Managing Director | 333 Albert Avenue, Suite 430, East Lansing, MI 58823 | (517) 351-0211 | benjamin.mcguire@edwardjones.com Bill Hizar, Principal | 12555 Manchester Road, St. Louis, MO 63131 | (314) 515-2676 | bill.hizar@edwardjones.com

Disclosure Edward Jones is an Underwriter, Not a Municipal Advisor   Edward Jones is providing the information contained in this document for discussion purposes only in anticipation of serving as underwriter to the borrower. The primary role of Edward Jones, as an underwriter, is to purchase securities, for resale to investors, in an arm’s-length commercial transaction between the borrower and Edward Jones. Edward Jones has financial and other interests that differ from those of the borrower and is acting in its own interests. Edward Jones is not acting as a municipal advisor, financial advisor or fiduciary to the borrower or any other person or entity and does not owe a fiduciary duty pursuant to Section 15B of the Securities Exchange Act of 1934 to the borrower or any other person or entity with respect to the information and material contained in this communication. Except in the limited circumstances where Edward Jones is providing advice pursuant to an exclusion or exemption from Section 15B of the Securities Exchange Act of 1934, Edward Jones is not recommending an action to the borrower or any other person or entity. The information provided is not intended to be and should not be construed as “advice” within the meaning of Section 15B of the Securities Exchange Act of 1934. The borrower should consult with its own financial and/or municipal, legal, accounting, tax and other advisors, as applicable, to the extent it deems appropriate before acting on this information or material. If the borrower would like a municipal advisor in this transaction that has legal fiduciary duties to the borrower, then the borrower is free to engage a municipal advisor to serve in that capacity.

Agenda Finance Team Continuing Disclosure Market Snapshot Q&A

Finance Team Bond Counsel Underwriter Municipal Advisor Issuer Bond Counsel Underwriter Municipal Advisor Other Team Members Slide 1

Finance Team - Issuer Issuer Establishes goals based on project needs as well as governance/executive preference Hires professionals to assist with various aspects of bond issuance Ultimately, the Issuer is responsible for strategic decisions & overall success Liable for timely repayment of debt as well as adherence to bond covenants (i.e. continuing disclosure, debt limitations, financial/operating ratios) Slide 2

Finance Team – Municipal Advisor Assists the Issuer with determining an appropriate method of sale competitive vs. negotiated public bond sale vs. private placement In a competitive sale the MA will publish the notice of sale, accept bids at designated time, and calculate/award bonds to lowest bidder In a negotiated sale the MA can solicit proposals from underwriters, bond counsel, and other professionals to help select the best possible finance team for the Issuer's bond deal Provides advice and expertise with regards to structure, timing, and terms Compensated based on a fixed fee rather than based on the size of the transaction Sample Municipal Advisory Firms: Stauder Barch Bendzinski & Co. PFM Umbaugh Slide 3

Finance Team – Municipal Advisor (continued) Municipal Advisor Rule - Adopted by the SEC as required by Dodd Frank legislation and became effective July 1, 2014 The MA Rule requires firms that provide "advice" to municipal entities to register as "municipal advisors" with the SEC and MSRB Edward Jones is NOT registered as a municipal advisor A firm that acts as a municipal advisor is subject to a fiduciary duty standard (i.e. must put needs of client ahead of its own interests) A firm that has acted as a municipal advisor (i.e. provided "advice") to a municipality can't subsequently underwrite bond issue for the same municipality for a period of two (2) years "Advice" is a recommendation that is particularized to the specific needs, objectives, or circumstances of a municipal entity Exemptions from MA Rule: IRMA – municipality has already engaged a municipal advisor related to same issue RFP/RFQ – in response to a request from municipality sent to three (3) or more firms Underwriter – a firm engaged to serve as the underwriter of municipality's bond issue Slide 4

Finance Team – Bond Counsel Law firm hired to ensure bonds are: appropriately authorized conform to applicable laws and regulations issue a legal opinion stating that the bonds are exempt from federal and state income taxes Draft the documents and agreements that are necessary to authorize, sell and deliver the bonds Sample Bond Counsel Firms: Miller Canfield Dykema Gossett Dickinson Wright Varnum Slide 5

Finance Team - Underwriter The primary role of the underwriter is to assist an issuer with bringing its bonds to the capital markets Purchases bonds from the issuer and then resells them to investors The process of "underwriting" entails risk and represents an "arms length" relationship between the issuer and underwriter Depending on the size of a bond issue, there can be a "sole" underwriter or for larger transactions an underwriting syndicate that includes a "senior manager" as well as "co-manager(s)" Sample Underwriting Firms: Edward Jones Fifth Third Securities, Inc. Stifel Nicolaus William Blair Slide 6

Finance Team – Other Team Members Rating agency – S&P, Moody's, Fitch Bond Trustee – Bank of New York Mellon, Huntington National Bank, US Bank Bond insurer – Build America Mutual (BAM) and Assured Guaranty Local/municipal counsel Placement agent Slide 7

Continuing Disclosure The Basics – What Is It? Pursuant to SEC Rule 15c2-12 an underwriter is obligated to obtain from the issuer an agreement to provide both annual financial information and material event disclosures An issuer enters into a continuing disclosure agreement (CDA) for the benefit of the underwriter as part of its bond issuance process Subsequent to 2009 issuers must submit all continuing disclosure filings electronically at the Electronic Municipal Market Access (EMMA) portal (www.emma.msrb.com) The SEC believes accurate and timely continuing disclosure is imperative to investors in order to make appropriate investment decisions as evidenced by last year's Municipal Continuing Disclosure Cooperation (MCDC) Initiative Slide 8

Continuing Disclosure (continued) Two Types of Required Information Annual Financial Report – By a date specified in your CDA Audited Financial Statements Certain operating data (i.e. enrollment, appropriations, direct debt, tuition & fees) designated in the CDA and often times consistent with what was initially disclosed in the Official Statement Notice for failure to provide annual financial information Material Event Filings – Within 10 business days of the event The occurrence of an event or non-financial matter relating to an issuer's outstanding bonds A full list of events requiring a disclosure filing is listed in the CDA but some of the more common events include: rating changes, bond calls, delinquent principal or interest payments, and non-payment related defaults (if material) Slide 9

Continuing Disclosure (continued) Best Practices Understand your responsibilities under the CDA; consult with members of your finance team if you have questions and be sure to explain any unique circumstances that you believe may impact your ability meet the requirements Adopt procedures to define: What information is included in annual financial report and events are considered material When does either the financial report or material event disclosure need to be files on EMMA Who from your organization is responsible for the appropriate and timely filing of Continuing Disclosure Hire a dissemination agent (trustees or municipal advisor may provide such services) to assist you with meeting CDA requirements Review EMMA on a regular basis and set-up a reminder so that you will receive an e-mail notification when it is time to submit your annual financial report Slide 10

Current Market Update Slide 11

Current Market Update (continued) Slide 12

Holders of Municipal Debt Holders of Municipal Debt (as of 9/30/2014)   Individual Investors 43% Traditional Institutions 41% Mutual Funds Money Market Funds P&C Insurance Companies Life Insurance Companies Closed-end Funds Other Investors 16% Commercial Banks Brokers & Dealers Non-Financial Corporate Miscellaneous Only 8% of new issues are purchased by retail investors. Source: SIFMA website as of 9/30/14 Slide 13

Method Of Sale Method of Sale Breakout for 2014 72.3% 21.4% 6.3%   Negotiated Sale Issuance 72.3% Competitive Sale Issuance 21.4% Private Placement 6.3% Source: SIFMA website as of 12/31/14 Slide 14

Q&A