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IMPORTANT DISCLOSURES <br />City of Ramsey, MN <br />General Obligation Fire Station Bonds, Series 2015 <br />Illustration: 20 Years (Capitalized Interest) <br />Preliminary as of May 14, 2014 <br />(AA+ / BQ / 8 Yr Optional Call) <br />Robert W. Baird & Co. Incorporated ("Baird") is very interested in serving either as financial advisor to the Issuer and/or Obligor or as underwriter ( <br />or placement agent) for the proposed issuance(s). However, Baird is unable to serve in both capacities. Under MSRB Rule G-23, if Baird is hired as <br />financial advisor, Baird may not be able to serve as underwriter or placement agent for the securities to be offered and sold in the proposed issuance( <br />s). The Issuer and/or Obligor will need to determine the Baird's role for the securities to be offered and sold in the proposed issuance(s). <br />If Baird is hired as financial advisor in connection with the proposed issuance(s), Baird will provide financial advisory and consultant services with <br />respect to the issuance(s), including advice, recommendations and other assistance regarding the structure, timing, terms and other similar matters <br />concerning such issuance(s). As financial advisor, Baird will serve as a fiduciary and act solely in the best interests of the Issuer and/or Obligor. <br />Baird's fiduciary duties include the duty of care and the duty of loyalty. Baird is registered as a municipal advisor with the SEC and MSRB. <br />If Baird is hired as underwriter (or placement agent), Baird's primary role will be to purchase as principal, or arrange for the placement of the <br />securities in a commercial arm's length transaction with the Issuer and/or Obligor, and may have financial and other interests that differ from those of <br />the Issuer and/or Obligor. In its capacity as underwriter (or placement agent) and not as financial advisor, Baird may provide incidental financial <br />advisory services at the request of the Issuer and/or Obligor, including advice regarding the structure, timing, terms and other similar matters <br />concerning the issuance. However, Baird would be providing such services in its capacity as an underwriter (or placement agent) and not as a <br />municipal advisor or financial advisor. Baird does not assume any fmancial advisory or fiduciary responsibilities with respect to the Issuer and/or <br />Obligor when it acts as underwriter (or placement agent). <br />MSRB Rule G-17 requires an underwriter (or placement agent) to deal fairly at all times with both municipal issuers and investors. An underwriter ( <br />or placement agent) has a duty to purchase or to facilitate the purchase of securities from an issuer at a fair and reasonable price but must balance <br />that duty with its duty to sell securities to investors at prices that are fair and reasonable. Unlike a municipal advisor or financial advisor, an <br />underwriter (or placement agent) does not have a fiduciary duty to the issuer under the federal securities laws and is, therefore, not required by <br />federal law to act in the best interests of the issuer without regard to its own financial or other interests. An underwriter has a duty to purchase <br />securities from the issuer at a fair and reasonable price but must balance that duty with its duty to sell securities to investors at prices that are fair and <br />reasonable. An underwriter will review the official statement for the securities in accordance with, and as part of, its responsibilities to investors <br />under the federal securities laws, as applied to the facts and circumstances of the transaction. <br />As underwriter (or placement agent), Baird's compensation will be in the form of an underwriting (placement agent) fee and/or an underwriting <br />discount that will be set forth in the bond purchase (placement) agreement to be negotiated and entered into in connection with the proposed issuance( <br />s). Payment or receipt of such compensation will be based, in whole or in part, on a percentage of the principal or par amount of the securities being <br />offered. While this form of compensation is customary in the municipal securities market, it presents a conflict of interest since the underwriter (or <br />placement agent) may have an incentive to recommend to the issuer and/or obligor a transaction that is unnecessary or to recommend that the size of <br />the transaction be larger than is necessary. <br />Please note that any advice or information provided by Baird in response to this Request for Proposal from the Issuer and/or Obligor do not <br />constitute municipal advisory activities within the meaning of Section 15B of the Securities Exchange Act of 1934 or Rule 15Ba1-1(e) thereunder. <br />Any opinions or estimates contained in the Materials represent the judgment of Baird at this time, and are subject to change without notice. <br />Interested parties are advised to contact Baird for more information. <br />If you have any questions or concerns about the disclosures presented herein, you should make those questions or concerns known immediately to <br />your Baird Public Finance Banker. <br />IRS Circular 230 Disclosure: To ensure compliance with requirements imposed by the IRS, we inform you that the Materials do not constitute tax <br />advice and shall not be used for the purpose of (i) avoiding tax penalties or (ii) promoting, marketing or recommending to another party any <br />transaction or matter addressed herein. <br />May 15, 2014 9:38 am Prepared by Robert W. Baird (daj) (s: I... Iramsey cyldbc\Bonds2014:0514 SC1-SC3 CAPI) Page 5 <br />