STATE OF CONNECTICUT HEALTH AND EDUCATIONAL FACILITIES AUTHORITY Minutes of The Consultant Committee Meeting of May 25, 2004

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1 STATE OF CONNECTICUT HEALTH AND EDUCATIONAL FACILITIES AUTHORITY Minutes of The Consultant Committee Meeting of May 25, 2004 The Consultant Committee of the State of Connecticut Health and Educational Facilities Authority met in session at 11:32 a.m. on Tuesday, May 25, The meeting was called to order by Mr. Colangelo, and, upon roll call, those present and absent were as follows: PRESENT: ABSENT: ALSO PRESENT:, Committee Chair Catherine S. Boone none Richard D. Gray, Executive Director, Jeffrey A. Asher, Managing Director/CFO, David Williams, Managing Director, Kimberley Fontaine, Administrative Assistant, Eileen MacDonald, Manager, Administrative Services, and Michael Morris, Manager, New Business, of Connecticut Health and Educational Facilities Authority Edward D. Jones Kevin S. Cahill, Director, Investment Banking Alan Wright, General Partner, Investment Banking Oppenheimer & Co. William M. Roche, SVP & Manager Public Finance Dept RBC Dain Rauscher Brian McGough, Managing Director of Healthcare James Wilhelm, Managing Director of Higher Education Steve Simpson, Principal, Healthcare Group Melvin Securities, L.L.C. Scott Sillers, President Guy Spieler, Director Municipal Finance Piper Jaffray & Co. Keith J. Morgan, Managing Director Nessy Shems, Vice President Webster Bank Christopher P. Martin, Senior Vice President Theodore Cannon, Senior Vice President The Notice of Meeting was read and ordered spread upon the Minutes of this Meeting and filed for the record

2 MINUTES OF THE CONSULTANT COMMITTEE MEETING May 25, 2004 The Meeting of the Consultant Committee of the Connecticut Health and Educational Facilities Authority was called to order by at 11:32 a.m. The purpose of the Meeting was to 1) approve the Minutes from the October 29, 2002 Consultant Committee Meeting, 2) conduct interviews of the respondents to the Underwriter Request for Proposals, and 3) review and select bond counsel firms for the EasyLease program. Ms. Rubin moved to accept the Minutes of the last Consultant Committee Meeting held on October 29, Mr. Cohn seconded the motion. none 1 Mr. Colangelo requested a change in the agenda order, to which all Members agreed. Ms. Rubin made a motion to approve Staff s Bond Counsel recommendations for the EasyLease program joint proposal of Finn Dixon & Herling LLP and Soeder & Associates, LLC for a term to end in April of Mr. Cohn seconded the motion. none 2 Mr. Colangelo requested an addition to the agenda. A motion was made by Ms. Rubin to add to the agenda the addition of the underwriting firm of Banc of America Securities, formerly known as Quick & Reilly, and in place thereof, for consideration as an approved Senior Managing Underwriter. Mr. Cohn seconded the motion. none none 1 Mr. Cohn abstained from the vote as he was not present during the October 29, 2002 meeting. 2 Mr. Cohn abstained from the vote as he personally knows one of the members of the firms and has received a gift from them in the past. Final 1

3 Mr. Cohn made a motion to approve the firm of Banc of America Securities, formerly known as Quick & Reilly, as Senior Managing Underwriter to the Authority. Ms. Rubin seconded the motion. none none Mr. Gray stated that Quick & Reilly did a terrific job on the Norwich Free Academy issue. Responding to a question from Ms. Rubin, Mr. Morris stated that the ratings issued by Standard & Poor s and Moody s for the Academy were A- and A3, respectively. Mr. Morris left the meeting at this time. Ms. Boone entered the meeting at this time. The Committee then conducted interviews of the six firms not previously qualified as Authority Underwriters that responded to the Request For Proposal. Each firm was given approximately seven minutes to make its presentation to the Committee, with an eight-minute period for questions immediately following their presentation. Interviews lasting approximately 15 minutes each were conducted with the firms. Members asked questions about each firms experience in Connecticut and specifically in healthcare and education sectors. Members also asked questions regarding the retail vs. institutional sales distribution capabilities of each firm. Following the interviews, Ms. Rubin expressed her reservations about approving Melvin Securities, L.L.C. as an approved Underwriter because of their inability to answer basic questions on their deal volume, etc., to which Mr. Gray stated their approval should be with the caveat that they would not be assigned as the sole Underwriting Co-Manager on any transaction, to which all Members agreed. Members stated that they felt that those firms without significant experience should be given a chance to grow. Members stated their willingness to extend the opportunity to co-manage with other firms to those smaller firms seeking to serve the Authority s clients. Mr. Colangelo made a motion to approve the firms of Edward D. Jones, Oppenheimer & Co., and Melvin Securities as qualified Co-Managing Underwriters; and the firms of RBC Dain Rauscher, and Piper Jaffray & Co. as qualified Senior Managing Underwriters for the Authority. Ms. Boone seconded the motion. 2

4 At the request of Ms. Rubin, Webster Bank was voted on separately. Mr. Colangelo made a motion to approve the firm of Webster Bank as qualified Underwriter in a Co-Manager position for the Authority. Ms. Rubin seconded the motion. Catherine S. Boone none 3 Ms. Rubin made a motion to reappoint the 25 existing approved Underwriters for another term of three years, based on the proposed list of approved firms, included in the meeting materials as Exhibit II and attached hereto. The list reflects a change of the firms of Jackson Securities, Inc. and M.R. Beal & Company from Co-Manager to Senior Manger position. Mr. Colangelo seconded the motion. There being no further business, Mr. Colangelo requested a motion to adjourn. At 1:07 p.m. a motion was made by Ms. Rubin and seconded by Mr. Cohn that the Meeting be adjourned. Respectfully submitted, Committee Chair 3 Ms. Rubin abstained from the vote based on the code of ethics as she was formerly involved through her employer in a business relationship with Webster. 3

5 CONNECTICUT HEALTH AND EDUCATIONAL APPROVED INVESTMENT BANKING FIRMS as of May 25, 2004 Firms Approved as Senior Manager A.G. Edwards 1 Advest, Inc. 1, 2 Banc of America Securities 1 Cain Brothers & Company, LLC 1 Citigroup Global Markets, Inc. 1, 2 First Albany Corporation 1 First Southwest Company 1 Gates Capital Corporation 2 Goldman, Sachs & Co. 1, 2 Jackson Securities Inc. 1,2 (former Co-Mgr) J.P. Morgan Securities Inc. 1 Lehman Brothers 1, 2 Loop Capital Markets, LLC Merrill Lynch & Co. 1, 2 Morgan Stanley & Co. Incorporated 1, 2 M.R. Beal & Company 2 (former Co-Mgr) NEW Piper Jaffray & Co. NEW RBC Dain Rauscher, Inc. 2 Roosevelt & Cross, Inc. 1 Shattuck Hammond Partners Inc. Siebert Brandford Shank & Co., LLC Stifel, Nicolaus & Company, Incorporated UBS Financial Services 1, 2 Wachovia Securities 1, 2 William Blair & Company LLC Firms Approved as Co-Manager Belle Haven Investments, L.P. 1 CIBC World Markets 1, 2 NEW Edward D. Jones & Co. 1, 2 NEW Melvin Securities, L.L.C. 2 NEW Oppenheimer & Co. 1 NEW Webster Bank 1 1 Commitment/Connecticut Presence. Firms either have a significant presence in Connecticut (offices and employees) or have made significant contributions to communities, charitable organizations and cultural organizations in the State. 2 Commitment to Diversity. This includes firms which report both a high percentage of women and minority employees holding positions qualifying as officials and managers. Minority or Women-Owned Firms 4