Financial Advisory ServicesPresentation

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Member Schools

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Financial Advisory Team

Experienced and Committed Financial Advisory Team

Significant public, real estate and non-profit facilities finance experience

provided advisory services on over 250 debt and lease financings totaling over $10 billion

served over 50 different educational institutions ranging from major national universities to start-up independent schools

served non-profit and governmental entities in broad range of other industries including healthcare, economic development, housing, utilities and transportation

structured a broad range of bond financings deploying virtually every financing technique

strong relationships with all major financial institutions and credit enhancement providers in theUnited States

highly-effective process for competitively bidding and negotiating pricing of bond issues, letters ofcredit, derivatives and other financial products and instruments

Kevin QuinnPrincipal Advisor

Robert DohertyCapital Market Matters

William BassQuantitative Analysis

Aileen PanitzResearch and

Communications

Christopher WienkFinancial Modeling /

Competitive Solicitations

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Services for Independent Schools

We are an independent financial advisory firm specializing in project debt financing and related servicesfor independent schools

Our range of capabilities includes the following:

We work closely with each client to tailor a financing solution that meets its unique needs and haveextensive experience with:

Private placements and public offerings

Interim and permanent financings

Bank-based financings (including Bank Qualified (BQ) and Non-Bank Qualified (NBQ) financings)

Capital markets-based financings (including rated and non-rated fixed rate bonds as well as letterof credit-supported Variable Rate Demand Bonds (VRDBs))

All forms of interest rate hedges and credit enhancement

Debt Financing Support Evaluation of Financing Options Finance Plan Development Debt Structuring & Implementation Competitive Solicitation of Debt

Financing and Derivative Products Negotiation of Interest Rates,

Underwriting Fees and Costs of Issuance Rating Agency/Credit Enhancement

Presentations Arbitrage Calculations & Reports NRMSIRs Reports/Annual Reports

Capital Analysis and Planning Financial Modeling Financial Projections Debt Affordability Analysis Credit and Credit Rating Assessment Debt Policy Development

Investment Counsel Structured Investment of Debt Proceeds Cash Management Reserve/Endowment Asset Allocation

Services

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Recently Completed Educational Client Assignments

Bryn Mawr School (Baltimore, MD)

Webb School of Knoxville (Knoxville, TN)

Western Reserve Academy (Cleveland, OH)

The Heights School (Potomac, MD)

Hathaway Brown School (Cleveland, OH)

Indian Creek School (Annapolis, MD)

Maret School (Washington, D.C.)

The Wheeler School (Providence, RI)

The Park School (Baltimore, MD)

Stone Ridge School (Bethesda, MD)

Hood College (Frederick, MD)

Union Theological Seminary (New York, NY)

SEED School of Maryland (Baltimore, MD)

University School (Cleveland, OH)

Bryn Mawr School (Baltimore, MD)

Fourth Presbyterian School (Potomac, MD)

St. Mary’s Ryken High School (Leonardtown, MD)

Grace Episcopal Day School (Kensington, MD)

DeMatha Catholic High School (Hyattsville, MD)

Bishop McNamara High School (Forestville, MD)

Oakcrest School (McLean, VA)

Out-of-Door Academy (Sarasota, FL)

Thayer Academy (Boston, MA)

NBQ reissuance, credit spread reduction, swap modification

Debt Policy Development

$20 million NBQ refunding issue (+ swap assumption)

$15 million BQ refunding issue

$13 million BQ refunding issue (+ swap assumption)

$15 million BQ refunding issue (+ swap assumption)

$18 million BQ refunding issue (+ swap amendments)

$4 million BQ refunding issue

$11 million negotiated interest rate swap

$11 million negotiated interest rate swap

$16 million negotiated interest rate swap

$13 million refinancing

$20 million financing (+ negotiated swap)

$16 million BQ refunding + $17 million new money issue

$9 million BQ ref/new money issue (+ negotiated swap)

Bank loan refinancing

$9 million BQ new money issue

$5 million new money bank loan

$19 million new money VRDB issue (+ negotiated swaps)

Analysis of swap alternatives

Analysis of financing alternatives

$14 million negotiated interest rate swap

Replacement liquidity facility for $30 million VRDB issue

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Select Independent School References

Client Name Contact Information Type of Financing Amount Financed

The Out-of-Door Academy(Sarasota, FL)

David MahlerHeadmaster

(941) 349-3223

VRDBs with Interest Rate Swap $13,000,000

Our Lady of Good Counsel H.S.(Olney, MD)

Art RaimoPresident

(240) 283-3209

VRDBs and Non-rated Fixed Rate Bonds $51,700,000

University School(Cleveland, OH)

David WrightFinance Director(216) 932-0400

Issue #1: Bank Qualified Bonds(7 Year “True” Fixed Rate)

Issue #2: Bank Qualified Bonds(Variable Rate/Draw Down Structure

with Interest Rate Swap)

$15,845,000

$17,000,000

Thayer Academy(Boston, MA)

Bill StephensonBusiness Manager

(781) 664-2519

VRDBs(Replacement Credit Facility)

$30,000,000

DeMatha Catholic H.S.(Hyattsville, MD)

Anne MetzBusiness Manager

(240) 764-2216

Two Series Issuance of VRDBs withInterest Rate Swaps

$19,875,000

Maret School(Washington, DC)

Darwin WalkerBusiness Manager

(202) 939-8821

Bank Qualified Bonds(Variable Rate with Interest Rate Swaps)

$17,335,000

Western Reserve Academy(Cleveland, OH)

John TortelliChief Financial Officer

(330) 650-9713

Non-Bank Qualified Bonds(Variable Rate with Interest Rate Swaps)

$19,600,000

Hathaway Brown School(Cleveland, OH)

Valerie HughesAssociate Head for Finance and

Administration(216) 320-8082

Bank Qualified Bonds(Variable Rate with Interest Rate Swaps)

$13,315,000

The Wheeler School(Providence, RI)

Gary EspositoBusiness Manager

(401) 528-2173

Bank Qualified Bonds(10 Year “True” Fixed Rate)

$4,245,000

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Range of Financial Advisory Services Available

Strategic Planning

Review Financial Statements, Annual Budget, Financial Projections and New Project requirements

Work in tandem with Management, Legal Counsel and selected Financial Services Firms to assure smart, efficientfinancial planning

Help assure realism in assumptions underlying financial feasibility analysis and report

Develop financial model and identify and help assess financing options

Credit ratings/credit enhancement

Debt Structures

Fixed

Variable

Tax-exempt/Taxable

Creative/Innovative Financing Alternatives

Help develop/refine actionable Finance Plans

Interim financing

Permanent financing

Overall financing timetable

Participate on ongoing basis in planning and execution process for each financing

Review drafts, provide comments, identify key planning issues

Participate in meetings, hearings and review processes as requested

Focus on Project financing needs, debt affordability and financial ratios

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Range of Financial Advisory Services Available (cont’d)

Credit Rating Management

Financial Ratio Analysis/Monitoring

Liaison to Analysts

Information Updating

Informal Meetings

Formal Transaction - Related Presentations

Debt Issuance Coordination

Finance Plan

Develop/review with Staff, Board and other consultants

Advise on structure of financing

Sizing and timing

Term/amortization structure

Call provisions

Monitor and report on market conditions, trends, problems and opportunities

Help balance key financing, credit and policy considerations

Interest costs

Issuance cost

Arbitrage opportunities and compliance

Market conditions

Federal tax laws

Debt capacity / affordability

Credit ratings

Best interests of school

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Range of Financial Advisory Services Available (cont’d)

Debt Issuance Coordination (cont’d)

Evaluate and help select Finance Team

Underwriter(s)

Letter of Credit Provider

Bond Trustee

Issuer

Help coordinate Finance Team activities

Assist in preparation of bond documents

Help execute financings

Negotiate interest rate, fees and related terms

Provide supporting quantitative analysis and reports to Management

Ongoing Resource

Quantitative Analysis

Cash Flow Analysis

Financial Ratio Monitoring

Arbitrage Compliance

Monitor Outstanding Debt forRefunding Opportunities

Proactive Source of Information & Industry Developments

Market Conditions

Financial Innovations

Federal Tax Laws

Trends in Tax-Exempt Bond Financing

Rating Agency Perspectives

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Key Elements of our Solicitation Process

Financing Solicitation Strategy

Open market financing solicitation targeting 25+/- pre-qualified direct lenders or investment banks

Robust solicitation materials including extensive Information Memorandum and RFP

Electronic dissemination of all RFP materials and access control to sensitive client information viapassword protected website

Active tracking of interest level of each prospect during solicitation process

“Actionable” responses required (Loan Committee approved Term Sheet or Commitment Letter)

Solicitation Scope and Methodology

Alternative Proposals

All Financing Modalities (Tax-Exempt & Taxable)

Capital Markets Fixed Rate Bonds

Letter of Credit-Supported VRDBs

Direct Purchase (Bank Qualified and Non-Bank Qualified) Variable and Fixed Rate Bonds

Multiple Swap Solutions

Termination/Replacement

Assumption/Novation

“Blend & Extend”

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Key Elements of our Solicitation Process (cont’d)

Aggressive Solicitation/Award Timetable

Solicitation Period: 30 days

Evaluation Period: Up to 10 days

Award: Usually within 2 weeks of proposal due date

Our Commitment to RFP Respondents

Level playing field

“Best Price Wins” (absent objectionable terms)

No rebidding or price shopping

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Key Findings from Recent Bank Solicitations

Increasing willingness among banks to:

offer direct purchase financings with fees competitive with those for traditional VRDBs,

assume long dated, out-of-the-money interest rate swaps and

provide “true” fixed rate financing (ie. no interest rate swap) for up to 10 years with amortizationperiods of up to 30 years

Credit spreads for both LCs and direct purchase transactions have declined appreciably since late 2008,but remain considerably higher than 2004-2007 levels

Open market solicitations with clear, fair and reasonable ground rules elicit multiple responses andmore aggressive pricing than “one-off” negotiations

Banks appreciate the opportunity, courtesy and fairness that comes with an efficiently and effectivelymanaged solicitation process:

a new customer prospect

comprehensive disclosure materials enabling expedited evaluation and underwriting

assured enforcement of solicitation criteria

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Key Points

Extensive national bond finance and project debt expertise and significant financing experience with alltypes of non-profit institutions

Extensive experience serving independent schools in markets around the country

Recent success helping a number of non-profit institutions secure replacement credit facilities and swapcounterparties with economical transactions costs and outcomes

Capable of quick, highly competent and affordable service

Committed to providing excellent service and assuring optimal financial outcomes

We help assure that you are making informed and timely decisions supported by in-depth quantitativeanalysis and thorough reports and briefings

We are independent and work exclusively for you