15 Resolution authorizing agreement with First Southwest Asset Management, Inc.

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APPENDIX A - FEES The Bonds to be covered initially under this contract include all issues of tax-exempt bonds delivered subsequent to the effective dates of the rebate requirements, under the Code, except for issues which qualify for exceptions to the rebate requirements in accardance with Section 148 of the Code and related Treasury Regulations. The fee for each of the Bonds inciuded in this contract shall be as follows; however, the maYUnum charged for a given issue per computation year will not exceed $3,000: Description Annual Fees Per Issue Per Computation Year (1) Base Fee Per Computation Year: $2,000 Special Discount for Electronic Data Submission (see Note 2 below) 25% Additional Charges.for Special Services Related to: Debt Service Reserve Funds $500 Commingled Funds $500 Transferred Proceeds $500 Debt Service Fund Residua] Calculations (Excess Taac Collections) $500 $100,000 Test far Debt Service Funds $500 Variable/Floating Rate Bond Issue $1,000 Yield Restriction Analysis/Yield Reduction Computation $500 Universal Cap $500 Calculation of Late Interest Amount $500 Premium for Quick Turnaround (Preliminary or Final Liabiliry Numbers within 21 days or less) $500 Preparation of IRS Refund Request (3) Commercial Paper: Per allocated issue to erform arbitr e rebate com utation $4,000 Penalty Calculations: - Semiannual fee for each issue of Bonds, regardless of issue size. $1,000 (l) A"Computation Year" represents a one year period from the delivery date of the issue to the date that is one calendar year after the delivery date, and each subsequent one-year period thereafter. Therefare, if a calculation is required that covers more than one "computation year," the annual fee is multiplied by the number of computation years contained in the calculation being performed. For example, if the first calculation performed for an issue covers three computation years, the fee for that calculation would be three times the annual fees stated above. (2) The data should be provided electronically in MS Excel or ASCII text file (comma delimited text preferred) with the date, description, dollar amount, and an activity code (if not in debit and credit format) on the same line in the file. (3) Fee based upon complexities involved and estimated time to complete request. EXPLANATION OF ADJUSTMENTS TO BASE FEE 1. Debt Service Reserve Funds. The authorizing documents for many revenue bond issues require that a separate fund be established (the "Reserve Fund") into which either bond proceeds or revenues are deposited in an amount equal to some designated level, such as average annual debt service on all parity bonds. This Reserve Fund is established for the benefit of the bondholders as additional security for payment on the debt. In most instances, the balance in the Reserve Fund remains stable throughout the life of the bond issue. Reserve Funds, whether funded with bond proceeds or revenues, must be included in any calculations ofrebate. 2. Commingled Fund Allocations. By definition, a commingled fund means that the proceeds of any particular bond issue have been deposited in a fund that contains amounts that are not part of that bond issue. It is common for issuers to commingle bond proceeds with either operating revenues or other bond proceeds. The arbitrage regulations, while permitting the commingling of funds, require that bond proceeds be "carved-out" for purposes of calculating rebate. Interest must be allocated to the portion of the commingled fund that represents bond proceeds of the issue in question. 3. Transferred Proceeds Calculations. When a bond issue is refinanced (refunded) by another issue, special services relating to "transferred proceeds" calculations may have to be performed. Under the regulations, when proceeds of a 34725 Page 4 - U00084