Conflicts of Interest and Other Matters Requiring Disclosures

• TKG represents that in connection with the issuance of municipal securities, TKG may receive compensation from an Issuer or Obligated Person for services rendered, which compensation is contingent upon the successful closing of a transaction and/or is based on the size of a transaction. Consistent with the requirements of MSRB Rule G-42, TKG hereby discloses, that such contingent and/or transactional compensation may present a potential conflict of interest regarding TKG’s ability to provide unbiased advice to enter into such transaction. The contingent fee arrangement creates an incentive for TKG to recommend unnecessary financings or financings that are disadvantageous to the Client, or to advise Client to increase the size of the issue. This potential conflict of interest will not impair TKG’s ability to render unbiased and competent advice or to fulfill its fiduciary duty to the Client.
• TKG’s fees under this potential agreement may be based on hourly fees of TKG’s personnel, with the aggregate amount equaling the number of hours worked by such personnel times an agreed-upon hourly billing rate.  This form of compensation presents a potential conflict of interest because it could create an incentive for TKG to recommend alternatives that would result in more hours worked.  This conflict of interest will not impair TKG’s ability to render unbiased and competent advice or to fulfill its fiduciary duty to the Client.
• TKG’s fees under this potential agreement, may be a fixed amount established at the outset of the Agreement. The amount is usually based upon an analysis by Client and Municipal Advisor of, among other things, the expected duration and complexity of the transaction and the Scope of Services to be performed by Municipal Advisor. This form of compensation presents a potential conflict of interest because, if the transaction requires more work than originally contemplated, Municipal Advisor may suffer a loss. Thus, TKG may recommend less time-consuming alternatives, or fail to do a thorough analysis of alternatives. This conflict of interest will not impair TKG’s ability to render unbiased and competent advice or to fulfill its fiduciary duty to the Client.
• The fee paid to TKG increases the cost of investment to the Client. The increased cost occurs from compensating TKG for municipal advisory services provided.
• TKG serves a wide variety of other clients that may from time to time have interests that could have a direct or indirect impact on the interests of another TKG client. For example, TKG serves as municipal advisor to other municipal advisory clients and, in such cases, owes a regulatory duty to such other clients just as it does to the Client. These other clients may, from time to time and depending on the specific circumstances, have competing interests. In acting in the interests of its various clients, TKG could potentially face a conflict of interest arising from these competing client interests. TKG fulfills its regulatory duty and mitigates such conflicts through dealing honestly and with the utmost good faith with the Client.
• TKG does not have any affiliate that provides any advice, service, or product to or on behalf of the client that is directly or indirectly related to the municipal advisory activities to be performed by TKG;
• TKG has not made any payments directly or indirectly to obtain or retain the Client’s municipal advisory business;
• TKG has not received any payments from third parties to enlist TKG’s recommendation to the Client of its services, any municipal securities transaction or any municipal finance product;
• TKG has not engaged in any fee-splitting arrangements involving TKG and any provider of investments or services to the Client;
• TKG does not have any legal or disciplinary event that is material to the Client’s evaluation of the municipal advisory or the integrity of its management or advisory personnel.

• TKG does not act as principal in any of the transaction(s) related to this Agreement.