MUNICIPAL FINANCE SERVICES, INC.

DUTIES OF NON-SOLICITOR MUNICIPAL ADVISORS

WRITTEN DISCLOSURE TO CLIENTS

PURSUANT TO MSRB RULE – G-
42

     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 Municipal Finance Services, Inc. (“MFSOK”) and its associated persons.

Conflicts of Interest

     MFSOK represents, in general, that it has no known material conflicts of interest with any municipal entity. If MFSOK becomes aware of any material conflict of interest, MFSOK will disclose all detailed information in writing to the Issuer in a timely manner.

     From time to time, MFSOK does provide municipal advisory services that are in connection with the issuance of a Bond, or other forms of obligations and MFSOK may receive compensation for the services provided, which compensation is contingent upon the successful closing of a transaction or is based on the size of a transaction. Consistent with certain regulatory authorities, MFSOK hereby discloses that such contingent and/or transactional compensation present a conflict of interest, because it may cause MFSOK to recommend a transaction that is unnecessary or in a size that be larger than is necessary. This conflict of interest will not impair MFSOK's ability to render unbiased and competent advice or to fulfill its fiduciary duty.

 

     MFSOK 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 MFSOK client. For example, MFSOK serves as municipal advisor to other municipal advisory clients and, in such cases, owes a regulatory duty to such other clients just as it will to your entity, if hired.  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, MFSOK could potentially face a conflict of interest arising from these competing client interests. MFSOK fulfills its regulatory duty and mitigates such conflicts through dealing honestly and with the utmost good faith with its clients.

     If MFSOK becomes aware of any, actual or potential conflict of interest not mentioned above during any engagement, MFSOK will promptly provide the Issuer a supplement written disclosure with sufficient details of the change, if any, which will allow the Issuer to evaluate the situation.

Legal or Disciplinary Events

     A regulatory disclosure action has been made on MFSOK’s Form MA and on Form MA-I for two of MFSOK’s municipal advisory personnel relating to a 2017 U.S. Securities and Exchange Commission (“SEC”) order. The details of which are available in Item 9; C (2), C (4), C (5) and the corresponding regulatory action DRP section on Form MA and Item 6: C (2), C (4), C (5), C (6) and the corresponding regulatory action DRP section on Form MA-I for both Rick A. Smith and Jon Wolff. In addition, the Oklahoma Department of Securities adopted the above proceedings which are identified in Item 9;D (2), D (4) and the corresponding regulatory action DRP section on Form MA. The Issuer may electronically access MFSOK’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 has been no change to any legal or disciplinary event that has been disclosed on MFSOK’s SEC registration for MA filings since December 18, 2017.