BBQ. Always On. print. profiles. video. supplements. e-newsletters. signature events. dedicated s. directories. television/radio. mspmag.

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Always On According to the American Marketing Association, a consumer needs to be exposed to a message 9 to 10 times before they take action. Mpls.St.Paul Magazine has more than ten touch points to integrate our partners brand messaging. print KITCHEN MAKEOVER: GEORGIAN MADE MODERN IN CROCUS HILL EXCLUSIVE PREVIEW! SNEAK PEEK OF THE SHOWCASE HOME SPRING / SUMMER 2016 profiles LOCAL DESIGN PROS SHARE TIPS, TRICKS, AND RESOURCES M A G A Z I N E J U N E 2 0 16 THE BEST LOCAL PROS THIS YEAR S DIAMOND AWARD WINNERS ALL THAT GLITTERS Fresh Start social media YOUR GUIDE TO THE BEST VENDORS IN TOWN IDEAS FROM LOCAL REAL WEDDINGS WHERE TO PLAN YOUR BACHELORETTE PARTY 42 WAYS TO SHINE, FROM METALLIC DRESSES TO GLAM DÉCOR IDEAS FROM LOCAL REAL WEDDINGS WHERE TO PLAN YOUR BACHELORETTE PARTY REHEARSAL DINNER VENUES YOU AND YOUR GROOM WILL LOVE REHEARSAL DINNER VENUES YOU AND YOUR GROOM WILL LOVE Bonus 78 BEAUTIFUL PROPERTIES! See page 89 2X 12X 4X g n a D Best supplements BBQ signature events MN LYNX S MAYA MOORE GOES FOR GOLD, PLUS 9 MORE LOCAL OLYMPIC ATHLETES P.68 DESTINATION DULUTH MORE THAN PICTURESQUE HORIZONS: WELCOME TO DULUTH 2.0 e-newsletters OUR SOUTHERN FOOD BOOM Aisle File Foodie The Fam Swag Home & Design The Feed VIP BRISKET, FRIED CHICKEN, RIBS, PIES, BOURBON, GRITS, BISCUITS, HOT SAUCES, COLLARDS, AND MORE BONAFIDE BITES FROM YANKEE CHEFS P.48 P.28 MINNEAPOLIS/ST. PAUL Code Type: UPC Version E Stats: 0 Customer: 1991-MSP COMMUNICATIONS Order #: P19833-032 MAG: 0.80 P.O. #: BWA: 0.0020 Ordered By: Symbol Width: 0.9568 Polarity: Positive Up Symbol Height: 0.8160 Date Run: 4/16/98 Flexo Width: 0.0000 AUGUST 2016 MSPMAG.COM $ 4.99 08 66911 Fashionopolis Fit Fest ASID Showcase Home Tour Restaurant Week Holi-Go-Fabulous Tastemakers Whiskey Whirl video 0 944658 8 dedicated emails directories native advertising & digital-sponsored content television/radio mspmag.com blogs: Reader s Polls Sweepstakes/Contests Promotions The premier lifestyle magazine reaching 330,289 readers and 160,000 unique online visitors every month! Ali Shops Blueprint Dara Foodie File Party Patrol RealBrides

PRINT Editorial Calendar 2017 JANUARY COVER Made in the North Annual College Guide Education profiles Dental Specialties Dental profiles Fitness & Wellness Celebrations Five Star Wealth Managers Home + Remodeling Show Program Space: 11/10/16 Ads due: 11/11/16 Space Closing: 11/15/16 Ads Due: 11/17/16 Bonus Publication: WEDDINGS Space: 10/27/16 // Ads Due: 10/31/16 FEBRUARY COVER Kids Issue Specialty Clinics Medical profiles Spring Break: Vacations & Staycations Luxury Apartments and Condos Space Closing: 12/20/16 Ads Due: 12/22/16 Bonus Publication: HOME & DESIGN Home Building Guide Parade of Homes ASID Awards Builder Profiles Space: 12/6/16 // Ads Due: 12/8/16 MARCH COVER Best Restaurants Busy Family Survivial Guide Guide to Cosmetic Procedures Medical profiles Home & Garden Show Guide Space: 1/12/17 Ads due: 1/16/17 Space Closing: 1/19/17 Ads Due: 1/23/17 APRIL COVER Weekend Getaways Luxury Homes & Landscaping Top Docs: Rising Stars Edition Medical profiles Celebrations City Guide: White Bear Lake Road Trips Women Super Lawyers Space Closing: 2/16/17 Ads Due: 2/21/17 MAY Women s Health Medical profiles Race for the Cure Lake Living Beauty & Spa Stylemakers profiles Best Restaurants Readers Poll results Space Closing: 3/21/17 Ads Due: 3/23/17 Bonus Publication: HOME & DESIGN Gardening & Landscaping Space: 3/7/17 // Ads Due: 3/9/17 JUNE COVER Best of Summer Downtown Minneapolis Casinos Dental Specialties Dental profiles Legal Guide: How to find the best legal expert Legal Experts profiles Space Closing: 4/20/17 Ads Due: 4/24/17 THE PREMIER LIFESTYLE MAGAZINE REACHING 330,289 READERS AND 160,000 UNIQUE ONLINE VISITORS EVERY MONTH!

P.74 P.78 P.89 P.167 NOVEMBER 2016 MSPMAG.COM $4.99 0 944658 8 11 P.58 P.72 DECEMBER 2016 MSPMAG.COM $4.99 12 0 944658 8 PRINT Editorial Calendar 2017 JULY COVER Top Doctors Medical & Dental profiles Newcomers Guide Space Closing: 5/18/17 Ads Due: 5/22/17 Bonus Publication: WEDDINGS Space: 4/25/17 Ads Due: 4/27/17 AUGUST COVER Foodie Issue Continuing Education Education profiles Mental Health Health profiles City Guide: St. Croix River Valley Super Lawyers Ask the Experts profiles Space Closing: 6/20/17 Ads Due: 6/22/17 Bonus Publication: HOME & DESIGN RAVE Architecture Awards Surfaces: Trends in flooring & countertops Space: 6/6/17 // Ads Due: 6/8/17 Inside: HOLIDAY WISH LIST MUST-HAVE JEWELRY AND GIFTS TOP CARE ANNUAL BEST NURSES 2017 MEDICAL & DENTAL GUIDE REAL ESTATE & MORTGAGE PROS TO KNOW 66911 WHERE TO EAT NOW! AND 30 STANDOUT DISHES AND DRINKS NOT TO MISS BEST NEW RESTAURANTS Our editors can t resist the rib-eye cap steak with Padrón pepper, eggplant, sweet corn, and chimichurri sauce from St. Genevieve. HOW ST. PAUL S FOOD SCENE IS HEATING UP SEPTEMBER Fall Travel Orthopedic & Pain Management Medical profiles Cosmetic Dentistry Dental profiles Kitchen & Bath and Fall Parade of Homes Fall Fashion Fall Arts Preview Space Closing: 7/20/17 Ads Due: 7/24/17 NOVEMBER COVER Best New Restaurants The Medical, Dental Guide Medical & Dental profiles Outstanding Nurses Fine Jewelry Winter Getaways Holiday Entertaining Super Real Estate Agents & Super Mortgage Professionals Holiday Gift Guide Space Closing: 9/21/17 Ads Due: 9/25/17 FUNKIEST MINNESOTAN EVER THE SITES, THE SOUNDS, THE INSIDERS: PULLING BACK THE CURTAIN ON PRINCE'S TWIN CITIES THE WORLD WAS HIS STAGE, MINNEAPOLIS HIS HOME, AND HE OUR PRINCE. p.50 NEW EATS TWO NEIGHBORHOOD RESTOS REOPEN, BUT HOW S THE FOOD? p.162 HOLIDAY SHOWS FROM LOUIE ANDERSON TO THE NUTCRACKER p.157 66911 OCTOBER College Prep & Higher Education Education profiles Women Venture Celebrating MSP Women profiles Women s Health Medical profiles Fall Beauty Stylemakers profiles Space Closing: 8/23/17 Ads Due: 8/25/17 Bonus Publication: HOME & DESIGN Mpls.St.Paul Magazine ASID MN Showcase Home Space: 8/9/17 // Ads Due: 8/11/17 DECEMBER Planned Giving Aging Great Holiday Gift Guide Faces of Mpls.St.Paul Pediatrics Space Closing: 10/19/17 Ads Due: 10/23/17 THE PREMIER LIFESTYLE MAGAZINE REACHING 330,289 READERS AND 160,000 UNIQUE ONLINE VISITORS EVERY MONTH!

Content Staff And this only represents our editors and designers. There are an additional 39 who make it all happen from sales and marketing to circulation to our award-winning event staff. THE PREMIER LIFESTYLE MAGAZINE REACHING 330,289 READERS AND 160,000 UNIQUE ONLINE VISITORS EVERY MONTH!

Signature Events & Sponsorships Mpls.St.Paul Magazine produces more than 10 signature events and 65 community and media partnerships reaching more than 100,000 consumers annually. Our events offer a unique personal exerpeince for our readers and clients. SHOPPING & STYLE EVENTS Fashionopolis Holi-Go-Fabulous FOOD & DINING EVENTS Best Of Tastemakers Restaurant Week Fall food & dining event HEALTH CARE & COMMUNITY EVENTS Outstanding Nurses Fit Fest Top Doctors HOME & DESIGN EVENTS Mpls.St.Paul Magazine ASID MN Showcase Home Tour RAVE Awards COMMUNITY & MEDIA PARTNERSHIPS Ivey Awards Walker Art Center FASHIONOPOLIS 2014 The premier lifestyle magazine reaching 330,289 readers and 160,000 unique online visitors every month!

Highest Paid Subscription & Newsstand Sales When people pay to subscribe or purchase at the newsstand, they are invested and engaged in the content they read it and use it as a guide to the best in home & design, shopping & style, food & dining, and more. [1] [1] [2] [2] [3] Average PAID Subscriptions Average PAID Newsstand Copies 39,987 12,024 39,987 not sold on newsstands 20,873 4,312 10,858 1,016 0 37 Total Average PAID 52,011 39,987 25,185 11,874 37 Total Controlled and Verified (Hotel and Waiting Room Copies) 17,790 7,500 11,713 12,408 0 Free Direct Mail or Racks 0 23,500 10,542 12,760 11,222* Total Average Net Circulation 69,801 70,987 47,440 47,042 11,259 Percent Paid 75% 57% 53% 28%.3% TOTAL REACH [4] 330,289 270,053 147,895 125,380 22,373 Developing a PAID circulation takes staff, strategy, money, time, and a proven reputation for editorial excellence. That s why Mpls.St.Paul Magazine s subscriber list is one of the most valuable assets we have in addition to the top-of-the-line positioning on local newsstands that we ve earned by being the #1 Best Seller. [1] AAM Publisher s Statement, June 2016 [2] Circulation Verification Coucil, September 2015 [3] Newsstand Vendor; Artful Living 2017 Media Kit [4] 6 month cume, Scarborough, January 2016 * Artful Living is not audited by a credited auditing company so there is no official record of their distribution The premier lifestyle magazine reaching 330,289 readers and 160,000 unique online visitors every month!

Circulation by zip code Area Code Percentage of Subscribers Spotlight Cities 553 554 550 551 42.5% 21.5% 20.5% 7.5% Edina Minneapolis Golden Valley St. Louis Park Bloomington Blaine Coon Rapids Brooklyn Park Minnetonka Wayzata Maple Grove Plymouth Chanhassen Chaska Champlin Osseo Woodbury St. Paul Shoreview Roseville Maplewood Apple Valley Eagan Lino Lakes Stillwater Cottege Grove Inver Grove Heights Lakeville Rosemount Forest Lake Lake Elmo Hugo 57,777 total paid and verified subscriptions* *SOURCE: AAM June 2016 The premier lifestyle magazine reaching 330,289 readers and 160,000 unique online visitors every month!

Newsstand Mpls.St.Paul Magazine is a #1 BEST-SELLER ON LOCAL NEWSSTANDS outselling all regional and national monthly titles! Mpls.St.Paul Magazine is THE ONLY MAGAZINE AVAILABLE AT CHECKOUT IN KOWALSKI S MARKETS 10 AREA STORES. It was chosen for its outstanding quality, popularity and perfect demographic match-up. RESERVED FOR THE HOMETOWN MAGAZINE, Mpls.St.Paul has a dedicated display at the check-writer in all area Whole Foods stores. It showcases each issue in the most convenient area for customers. 100% COVERAGE, top-row, customer-right, on check-out fixtures in all 23 Lunds and Byerly s A POSITION EARNED BY UNBEATABLE SALES RANKINGS IN THE CHAIN. In a special direct partnership, Mpls.St.Paul is available in a countertop display at check-out in metro-area Walgreens close to 100 stores with a monthly distribution of THE MOST POPULAR ISSUES EXCEEDING 8,000 COPIES. Mpls.St.Paul is conveniently AVAILABLE AT OVER 50 METRO TARGET STORES IN A HIGH TRAFFIC AREA in a top-shelf, front-row mainline position. Mpls.St.Paul enjoys an alternating TOP-ROW POSITION IN ALL 70 METRO-AREA CUB FOODS STORES. When the new racks were built 25% of the former positions were eliminated and only the best-selling titles remained, including Mpls.St.Paul in a premium location. Mpls.St.Paul was a pioneer City Regional title to SECURE A DEDICATED LADDER DISPLAY IN METRO-AREA BARNES & NOBLE STORES and has remained a presence in stores for almost 15-years now. The premier lifestyle magazine reaching 330,289 readers and 160,000 unique online visitors every month!

Hotel Distribution More than 10,000 copies distributed in every guest room in the following hotels: ALOFT Minneapolis Chambers Minneapolis Crowne Plaza Aire Bloomington Crowne Plaza Bloomington Crowne Plaza Northstar Doubletree by Hilton Doubletree Guest Suites Doubletree Park Place Grand Hotel Grandstay Residential Suites Hotel Hilton Minneapolis/Bloomington Hotel Hilton Minneapolis Holiday Inn Hotel Ivy Hyatt Regency Hotel InterContinental St. Paul-Riverfront Marquette Hotel Minneapolis Marriott City Center Mystic Lake Casino Hotel Normandy Inn Radisson blu Minneapolis Residence Inn by Marriott The Hotel Minneapolis The Lowes Hotel The Minneapolis Hilton Hotel The Saint Paul Hotel W Minneapolis-The Foshay Westin Edina Galleria Westin Minneapolis The premier lifestyle magazine reaching 330,289 readers and 160,000 unique online visitors every month!

Publisher s Statement 6 months ended June 30, 2016, Subject to Audit Annual Frequency: 12 times/year Field Served: Upper middle class, well-educated segment of the Minneapolis/St. Paul metropolitan area. Published by MSP Communications EXECUTIVE SUMMARY: TOTAL AVERAGE CIRCULATION Total Paid & Verified Subscriptions TOTAL CIRCULATION BY ISSUE Single Copy Sales Total Circulation 57,777 12,024 69,801 65,000 4,801 Issue Paid Subscriptions Verified Subscriptions Print Total Paid & Verified Subscriptions Rate Base Single Copy Sales Variance to Rate Base Total Paid & Verified Circulation Jan 38,451 17,464 55,915 7,450 63,365 Feb 38,591 17,379 55,970 9,220 65,190 Mar 40,996 17,879 58,875 15,079 73,954 Apr 41,796 17,879 59,675 11,826 71,501 May 40,517 18,068 58,585 14,270 72,855 Jun 39,573 18,068 57,641 14,296 71,937 Average 39,987 17,790 57,777 12,024 69,801 PRICES Suggested Retail Prices (1) Average Single Copy $4.99 Subscription $19.95 (1) For statement period RATE BASE Rate base shown in Executive Summary is for paid and verified circulation. NOTES Post-Expire Copies: The following average number of copies were served to subscribers post expiration pending renewal and are included in Paid Subscriptions: 3,338 Average Nonanalyzed Nonpaid: Average Nonanalyzed Nonpaid circulation for the period was: 5,629 Included in Paid Circulation Included in paid circulation are copies obtained through: Individual Subscriptions Single Copy Sales Included in Verified Circulation Included in verified circulation are copies distributed to: Public Place Locations We certify that to the best of our knowledge all data set forth in this publisher s statement are true and report circulation in accordance with Alliance for Audited Media s bylaws and rules. Parent Company: MSP Communications MPLS. ST. PAUL MAGAZINE, published by MSP Communications 220 S 6th Street, Suite 500 Minneapolis, MN 55402 VALERIE ASANTE JANE BRECKINRIDGE Circulation Coordinator Director of Circulation P: 612.313.1771 F: 612.339.5806 URL: www.mspmag.com Established: 1972 AAM Member since: 1979 48 W. Seegers Road Arlington Heights, IL 60005-3913 T: 224-366-6939 F: 224-366-6949 www.auditedmedia.com Copyright 2016 All rights reserved. 04-0726-0

PHOTO: KIM CORNELISON, AUGUST HOME & DESIGN 2016 ISSUE BEST OF ARTS & NIGHTLIFE EAT & DRINK SHOPPING & STYLE HOME & DESIGN HEALTH & BEAUTY Subscriber Profile

Our readers are sought after and we have their attention. Independent research has consistently shown that Mpls.St.Paul Magazine reaches more readers every month than any other city or regional publication in the state. The same research shows our subscribers are affluent, educated, consumptive and rely on Mpls.St.Paul Magazine as a trusted resource for making purchasing decisions - where to go, what to do, who to patronize, and what to buy. 75% FEMALE 25% MALE 70% MARRIED The most affluent households in the market $647,200 33% 10,400 17% 143% 75%

They read, they act! 75% Dined at a restaurant they saw in Mpls.St.Paul Magazine Circulation 69,801 Total Paid & Verified 52% 65% Shopped at a store they saw advertised or featured Regard Mpls.St.Paul Magazine as a resource for arts and entertainment coverage 57,777 Paid & Verified Subscriptions 12,024 Newsstand Sales 40% Referred to a health issue when choosing a doctor or dentist Source: AAM (aka ABC Audit) Publisher Statement, June 2016 65 % rely on the magazine for coverage of local issues, events, and people. Our readers have spending power $234,000 46% $10,500 92% $483,700 33% Source: Ipsos Subscriber Study 2016

OUR SUBSCRIBERS... Are active consumers In the past 12 months, subscribers have purchased: 96% Women s apparel 95% Dining Out 75% Men s apparel 52% Landscaping 85% Electronics 68% Cosmetics 45% Jewelry 70% Home redecorating/ furniture... Are active participants in the community In the past 12 month, subscribers have: 80% Attended live theater 62% Visited a museum 17% Served on board of directors 43% Visited an art gallery 41% Attended a charitable event 81% Purchased locally grown groceries 66% Attended a sporting event 82% Made a charitable donation... Enjoy a wide range of activities Goals to pursue in the next 12 months: 46% Visit a spa 72% Outdoor gardening 71% Purchase furniture 64% Belong to a gym/ fitness center 84% Take a vacation/cruise 30% Buy/lease a vehicle 16% Continuing education 50% Remodeling project Source: Ipsos MediaCT subscriber study, 2016 Mpls.St.Paul Magazine is a 5-Star publication. Please continue to be unique. I look forward to each issue. Rita B., Woodbury "...returned home from a quiet, relaxing Airbnb week at a lakeside gem in Richmond, MN, and in the mail was the July issue with the "Sweet Retreats" article on Airbnb, which I loved!... Thanks for the great article and tips for upcoming trips!" Lila J., Minneapolis All I can say is that I love your magazine. It gives us great suggestions to try. Brenda S., Cambridge

Print Mechanical Specs PRINTING SPECS: Heat-set, Web Offset, 133 Line Screen, Perfect Bound, 8 x 10.875 Trim Size Additional production charges may be incurred if supplied ads do not follow listed specifications. PREFERRED FILE FORMAT: A high resolution (300 dpi) Adobe PDF or PDF/X-1a with embedded fonts, CMYK colors, and flattened transparency. ACCEPTABLE NATIVE-FILE FORMATS: Adobe InDesign, Adobe Illustrator, Adobe PhotoShop. All images/elements must be 300 dpi at size, a TIFF or an EPS is preferred to a JPEG format. FONTS: PostScript fonts are preferred, TrueType fonts can be problematic. We are not responsible for errors caused by TrueType fonts. COLOR: Everything must be in CMYK format and color corrected. All other color formats (RGB, Pantone/PMS ) will be converted to CMYK. We are not responsible for colors which must be converted to CMYK. Overall printing maximum density of all colors cannot exceed 280%. COLOR PROOFS: Please supply a SWOP certified color proof pulled from supplied materials. If you do not supply a proof, we can provide one at a charge of $75. If no proof is provided and you choose not to purchase one we will not be responsible for any color issues with the printed advertisement. AD MATERIAL SUBMISSION: Ads can be emailed to ads@mspmag.com (25mbs or less). For larger file sizes please contact our production manager for FTP information: Joe Mertes 612-336-9240 ads@mspmag.com STANDARD PAGE SIZES (IN INCHES) Unit Width Height Full Page* (bleed) 8 3/8 x 11 1/4 *please see bleed specifications! Full Page (non-bleed) 7 x 10 2/3 Vertical 4 5/8 x 10 1/2 Horizontal 7 x 4 7/8 1/2 Vertical 4 5/8 x 7 1/4 1/3 Square 4 5/8 x 4 7/8 1/3 Vertical 2 1/4 x 10 1/6 Horizontal 4 5/8 x 2 5/16 1/6 Vertical 2 1/4 x 4 7/8 1/6 H 1/12 1/2 V 1/12 1/24 1/24 1/24 1/24 1/3 square 1/6 V 1/2 horizontal *Bleed Specifications FULL PAGE BLEED: 8 3/8 x 11 1/4. Trim: 8 x 10 7/8. Live matter should be kept 5/16 from trim of magazine (7 3/8 X 10 1/4 ). TWO-PAGE SPREAD BLEED: 16 5/8 x 11 1/4. Trim: 16 x 10 7/8. Live matter should be kept 5/16 from trim of magazine. (Allow 1/8 in gutter of each page to compensate for loss of image area due to perfect-binding process.) Any questions should be directed to: Joe Mertes 612-336-9240 ads@mspmag.com Josh Allen 612-336-9260 jallen@mspmag.com 1/12 2 1/4 x 2 5/16 1/24 2 1/4 x 1 1/8 2/3 vertical 1/3 V The premier lifestyle magazine reaching 330,289 readers and 160,000 unique online visitors every month!