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<br />Disclaimer
<br />The U.S. Securities and Exchange Commission (the "SEC ") has clarified that a broker, dealer or municipal securities dealer engaging in municipal advisory activities outside slid scope of underwriting a
<br />particular issuance of municipal securities should be subject to municipal advisor registration. Davenport & Company LLC ("Davenport") has registezed as a municipal advisor with the SEC. As a registered
<br />municipal advisor Davenport may provide advice to a municipal entity or obligated person. When acting as a registered municipal advisor Davenport is a fiduciary required by federal law to act in the best
<br />interest of a municipal entity or obligated person without regard to its own financial or other interests, except wlien Davenport acts as an underwriter, as noted below, or as a registered investment advisor. If
<br />and when an issuer engages Davenport to provide financial advisory or consultant services with respect to the issuance of municipal securities, Davenport is obligated to evidence such a financial advisory
<br />relationship with a written agreement As a financial advisor, Davenport's fiduciary obligations to the issuer are the same as those of a registered municipal advisor.
<br />However, should an issuer choose to consider Davenport as an underwriter, under the Municipal Securities Rulemaking Board ( "MSRB ") Rule G -17 Davenport is obligated to disclose that the underwriter's
<br />Primary role is to purchase securities with a view to distribution in an arm's length colmnercial transaction with the issuer and the underwriter has financial and other interests that differ from those ofthe
<br />issuer; unlike a municipal advisor, the underwriter does not have a fiduciary duty to the issuer under the federal securities laws and is, therefore, not required by federal law to act in the best interest ofthe
<br />issuer without regard to its own financial or other interests; the underwriter has a duty to purchase securities from the issuer at a fair and reasonable price, but must baiance that duty with its duty to sell
<br />municipal securities to investors at prices that are fair and reasonable; the underwriter will review the official statement of the issuer's securities in accordance with, and as part of, its responsibilities to
<br />investors under the federal securities laws, as applied to the facts and circumstances of the transaction. Rule G -17 also requires an underwriter to deal fairly at all times with both municipal issuers and
<br />investors. The SEC has clarified that in order for a person to serve as an underwriter with respect to an issuance of municipal securities there must be a relationship to a particular transaction.
<br />Davenport's compensation when serving as an underwriter is normally contingent on the closing of a transaction. Clients generally prefer this arrangement so they are not obligated to pay a fee unless the
<br />transaction is completed. However, MSRB Rule G -17 requires an underwriter to disclose that compensation that is contingent on the closing of a. transaction or the size of a transaction presents a conflict of
<br />interest, because it may cause the underwriter to reconuneud a transaction that is unnecessary or to recommend that the size of the transaction be larger than is necessary.
<br />This material was prepared by public finance, or other non - research personnel of Davenport This material was not produced by a research analyst, although it may refer to a Davenport research analyst or
<br />research report. Unless otherwise indicated, these views (if any) are the author's and may differ from those ofthe Davenport fixed income or research department or others in the finn. Davenport tray perform
<br />or seek to perform financial advisory, underwriting or placement agent services for the issuers ofthe securities and instruments mentioned herein.
<br />This material has been prepared for information purposes only and is not a solicitation of any offer to buy or sell any security /instrument or to participate in any trading strategy. Any such offer would be
<br />made only after a prospective participant had completed its own independent investigation of the securities, instruments or transactions and received all information it required to snake its own investment
<br />decision, including, where applicable, a review of any offering circular or memorandum descri¢ing such security or instrument. That information would contain material information not contained herein and
<br />to which prospective participants are referred. This material is based on public information as ofthe specified date, and may be stale thereafter. We have no obligation to toll you when information herein
<br />may change. We make no representation or warranty with respeetto the completeness of this material. Davenport has no obligation to continue to publish information on the securities /instruments mentioned
<br />herein. Recipients are required to comply with any legal or contractual restrictions on their purchase, holding, sale, exercise of rights or performance of obligations under any securities /instruments transaction.
<br />The securities/instruments discussed in this material may not be suitable for all investors or issuers. Recipients should seek independent financial advice prior to makiltg any investment decision based on this
<br />material. This material does not provide individually tailored investment advice or offer tax, regulatory, accounting or legal advipe. Prior to entering into any proposed transaction, recipients should
<br />determine, in consultation with their own investment, legal, tax, regulatory and accounting advisors, the economic risks and merits, as well as the legal, tax, regulatory and accounting characteristics and
<br />consequences, of the transaction. You should consider this material as only a single factor in making an investment decision.
<br />The value of and income from investments and the cost of borrowing may vary because of changes in interest rates, foreign exchange rates, default rates, prepayment rates, securities/instruntents prices,
<br />market indexes, operational or financial conditions or companies or other factors. There may be time limitations on the exercise of options or other rights in securities /instruments transactions. Past
<br />performance is not necessarily a guide to future performance and estimates of future performance are based on assumptions that may not be realized. Actual events may differ from those assumed and changes
<br />to any assumptions may have a material impact on any projections or estimates. Other events not taken into account may occur and may significantly affect the projections or estimates. Certain assumptions
<br />may have been made for modeling purposes only to simplify the presentation and /or calculation of ahy projections or estimates, and Davenport does not represent that any such assumptions will reflect actual
<br />future events. Accordingly, there can be no assurance that estimated returns or projections will be realized or that actual returns or performance results will not materially differ from those estimated herein.
<br />This material may not be sold or redistributed without the prior written consent of Davenport 10.17, I3 MB TC
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