Disclosure of Conflicts of Interest and Legal or Disciplinary Events

Pursuant to Municipal Securities Rulemaking Board (“MSRB”) Rule G-42, on Duties of Non-Solicitor Municipal Advisors, Municipal Advisors are required to make certain written disclosures to clients which include, amongst other things, Conflicts of Interest and any Legal or Disciplinary events of Swap Financial Group, LLC and its associated persons.

Conflicts of Interest

  • As of the date of this disclosure, there are no actual or potential conflicts of interest that Swap is aware of that might impair its ability to render unbiased and competent advice or to fulfill its fiduciary duty. If Swap becomes aware of any potential conflict of interest that arise after this disclosure, Swap will disclose the detailed information in writing to its client(s) in a timely manner.
  • The compensation paid to Swap may increases the cost of borrowing to a client. The increased cost occurs from compensating Swap for municipal advisory services provided. This cost may or may not be offset by the benefits Swap brings to the pricing process for the bonds.
  • Swap does not act as principal in any of the transaction(s) related to Agreements.
  • During the term of a municipal advisory relationship, this disclosure and any related agreement will be promptly amended or supplemented to reflect any material changes in or additions to the terms or information within an agreement and the revised writing will be promptly delivered to the respective client(s).
  • Swap does not have any affiliate that provides any advice, service, or product to or on behalf of a client that is directly or indirectly related to the municipal advisory activities to be performed by Swap;
  • Swap does not make any payments directly or indirectly to obtain or retain a client’s municipal advisory business;
  • Swap does not receive any payments from third parties to enlist Swap’s recommendation to a client of its services, any municipal securities transaction or any municipal finance product;
  • Swap has not engaged in any fee-splitting arrangements involving Swap and any provider of investments or services to Swap;
  • Swap represents that in connection with the issuance of municipal securities, Swap will receive compensation 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, Swap hereby discloses that such contingent and/or transactional compensation may present a potential conflict of interest regarding Swap’s ability to provide unbiased advice to enter into such transaction. This conflict of interest will not impair Swap’s ability to render unbiased and competent advice or to fulfill its fiduciary duty to its clients;

  • Swap does not have any other engagements or relationships that might impair Swap’s ability either to render unbiased and competent advice to or on behalf of its clients or to fulfill its fiduciary duty to a client, as applicable;
  • Swap serves a wide variety of clients that may from time to time have interests that could have a direct or indirect impact on the interests of another of Swaps clients. For example, Swap serves as municipal advisor to other municipal advisory clients and, in such cases, owes a regulatory duty to such other. 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, Swap could potentially face a conflict of interest arising from these competing client interests. Swap fulfills its regulatory duty and mitigates such conflicts through dealing honestly and with the utmost good faith with its clients; and
  • Swap does not have any legal or disciplinary event that is material to its client’s evaluation of the municipal advisor or the integrity of its management or advisory personnel.

Legal or Disciplinary Events

Swap Financial Group, LLC does not have any legal events or disciplinary history on Swap Financial Group, LLC’s Form MA and Form MA-I, which includes information about any criminal actions, regulatory actions, investigations, terminations, judgments, liens, civil judicial actions, customer complaints, arbitrations and civil litigation. The Issuer may electronically access Swap Financial Group, LLC’s most recent Form MA and each most recent Form MA-I filed with the Commission at the following website: www.sec.gov/edgar/searchedgar/companysearch.html.

There have been no material changes to a legal or disciplinary event disclosure on any Form MA or Form MA-I filed with the SEC. If any material legal or regulatory action is brought against Swap Financial Group, LLC, we will provide complete disclosure to the Issuer in detail allowing the Issuer to evaluate Swap Financial Group, LLC, its management and personnel.