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DISCLOSURE STATEMENT OF MUNICIPAL ADVISOR <br />This Disclosure Statement is provided by MASTERSON ADVISORS LLC (the "Municipal <br />Advisor") to you (the "Client') in connection with our current municipal advisory agreement, (the <br />"Agreement"). This Disclosure Statement provides information regarding conflicts of interest and <br />legal or disciplinary events of Municipal Advisor that are required to be disclosed to Client pursuant <br />to MSRB Rule G- 42(b) and (c)(ii). <br />PART A - Disclosures of Conflicts of Interest <br />MSRB Rule G-42 requires that municipal advisors provide to their clients disclosures relating to any <br />actual or potential material conflicts of interest, including certain categories of potential conflicts of <br />interest identified in Rule G-42, if applicable. <br />Material Conflicts of Interest — Municipal Advisor makes the disclosures set forth below with <br />respect to material conflicts of interest in connection with the Scope of Services under the Agreement <br />with the Municipal Advisor together with explanations of how the Firm addresses or intends to <br />manage or mitigate each conflict. <br />General Mitigations - As general mitigations of the Municipal Advisor conflicts, with respect to all <br />of the conflicts disclosed below, Municipal Advisor mitigates such conflicts through its adherence to <br />its fiduciary duty to Client, which includes a duty of loyalty to Client in performing all municipal <br />advisory activities for Client. This duty of loyalty obligates the Municipal Advisor to deal honestly and <br />with the utmost good faith with Client and to act in Client's best interests without regard to the <br />Municipal Advisor's financial or other interests. The disclosures below describe, as applicable, any <br />additional mitigations that may be relevant with respect to any specific conflict disclosed below. <br />I. Other Municipal Advisor Relationships. Municipal Advisor serves a wide variety of other <br />clients that may from time to time have interests that could have a direct or indirect impact <br />on the interests of Client. For example, Municipal Advisor serves as municipal advisor to <br />other municipal advisory clients and, in such cases, owes a regulatory duty to such other <br />clients just as it does to Client. These other clients may, from time to time and depending on <br />the specific circumstances, have competing interests, such as accessing the new issue <br />market with the most advantageous timing and with limited competition at the time of the <br />offering. In acting in the interests of its various clients, Municipal Advisor could potentially <br />face a conflict of interest arising from these competing client interests. None of these other <br />engagements or relationships would impair Municipal Advisor's ability to fulfill its regulatory <br />duties to Client. <br />II. Compensation -Based Conflicts. Fees that are based on the size of the issue are <br />contingent upon the delivery of the Issue. While this form of compensation is customary in <br />the municipal securities market, this may present a conflict because it could create an <br />incentive for the Firm to recommend unnecessary financings or financings that are <br />disadvantageous to Client, or to advise Client to increase the size of the issue. This conflict <br />of interest is mitigated by the general mitigations described above. <br />15 <br />