(a) PNCCM is not recommending an action to the municipal entity or obligated person;
(b) PNCCM is not acting as an advisor to the municipal entity or obligated person and does not owe any duty pursuant to Section 15B of the Exchange Act to the municipal entity or obligated person with respect to the information contained in this communication;
(c) PNCCM is acting for its own interests; and
(d) the municipal entity or obligated person should discuss any information contained in this communication with any and all internal or external advisors and experts that the municipal entity or obligated person deems appropriate before acting on this information or material.
The following disclosures are required by Municipal Securities Rulemaking Board (“MSRB”) Rule G-17, as PNCCM proposes to serve as an underwriter, and not as a financial advisor, municipal advisor or fiduciary to any person or entity, in connection with the issuance and sale of securities for the issuer to whom this is addressed:
(i) MSRB Rule G-17 requires an underwriter to deal fairly at all times with both municipal issuers and investors.
(ii) An underwriter’s primary role is to purchase securities with a view to distribution in an arm’s-length commercial transaction with an issuer; and an underwriter has financial and other interests that differ from those of such an issuer.
(iii) Unlike a municipal advisor, an underwriter does not have a fiduciary duty to an issuer under the federal securities laws and is, therefore, not required by federal law to act in the best interests of that issuer without regard to its own financial or other interests.
(iv) An underwriter has a duty to purchase securities from an issuer at a fair and reasonable price, but must balance that duty with its duty to sell those securities to investors at prices that are fair and reasonable.
(v) An underwriter will review the official statement, if any, for those securities in accordance with, and as part of, its responsibilities to investors under the federal securities laws, as applied to the facts and circumstances of the transaction.
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