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FIFTH THIRD' SECURITIES Our Cotinvensation We will be compensated by a fee and/or an underwriting discount that will be set forth in the bond purchase agreement and/or other document(s) to be negotiated and entered into in connection with the issuance of the Bonds. Payment or receipt of the underwriting fee or discount will be contingent on the closing of the transaction and the amount of the fee or discount may be based, in whole or in part, on a percentage of the principal amount of the Bonds. While this form of compensation is customary in the municipal securities market, it presents a conflict of interest because we may have an incentive to reconmiend to the Issuer a transaction that is unnecessary or to recommend that the size of the transaction be larger than is necessary. To date we have not identified any additional potential or actual material conflicts that require disclosure. Disclosures Concerning Complex Municipal Securities Financing Because we have recommended to the Issuer a financing structure that may be a "complex municipal securities financing" for purposes of MSR13 Rule G-17, attached is a description of the material financial characteristics of that financing structure as well as the material financial risks of the financing that are known to us and reasonably foreseeable at this time. If you or any other Issuer officials have, any questions or concerns about these disclosures, please make those questions or concerns known inn-nediately to the undersigned. In addition, you should consult with the Issuer's own financial and/or municipal, legal, accounting, tax and other advisors, as applicable, to the extent you deem appropriate. Fifth Third Securities does not provide legal, accounting or tax advice. It is our understanding that you, subject to approval by the South Bend Board of Public Works, have the authority to bind the Issuer by contract with us, and that you are not a party to any conflict of interest relating to the subject transaction. If our understanding is incorrect, please notify the undersigned immediately. We are required to seek your acknowledgement that you have received this letter. Accordingly, please sign and return the enclosed copy of this letter. Depending on the structure of the transaction that the Issuer decides to pursue, or if additional potential or actual material conflicts are identified, we may be required to send you additional disclosures regarding the material financial characteristics and risks of such transaction and/or describing those conflicts. At that time, we also will seek your acknowledgement of receipt of any such additional disclosures. We look forward to working with you and the City of South Bend in conriection with the issuance of the Bonds. Thank you. Sincerely, Y11 a Jay Ryals Managirig Director - Public Finance Fifth Third Securities is the trade ivanie rised by Fifth "riiircj sewtibes, Inc., nieniber FIN(RAZS111 , a %vhallyomeci snbsidlaiyof Filth Ililid Bank, a registered broker -dealer, tan a registei ed investil I oil t ad Visor Tegistel'od with the U.S. SectAnties and Exchange Cot ntW,,;sian (SEC). Registration does not Imply a certain level of skH I at- training. Securities and invesinients offe, red through Fifth Tlflrd Srctj i it! es, hic. and insurance products: Are Not FUC Insured Offer No Rink GUarantoo May to sin ValUe Are Not In sored Ely Any Federal Gov,inilipnt Agency Are Not A Deposit h'11;M81)00 piodiTcts t'nade available, thtaLigh Fifth Third lnsii Agoncy, lnc.