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Exhibit C <br />Disclosure Statement of Municipal Advisor <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. If no such material conflicts of interest are known to exist <br />based on the exercise of reasonable diligence by the municipal advisor, municipal advisors are required to <br />provide a written statement to that effect. <br />Material Conflicts of Interest — The Firm makes the disclosures set forth below with respect to material <br />conflicts of interest in connection with the Scope of Services under this Agreement, together with <br />explanations of how the Firm addresses or intends to manage or mitigate each conflict. <br />General Mitigations — As general mitigations of the Firm's conflicts, with respect to all of the conflicts <br />disclosed below, the Firm mitigates such conflicts through its adherence to its fiduciary duty to Client, <br />which includes a duty of loyalty to Client in performing all municipal advisory activities for Client. This <br />duty of loyalty obligates the Firm to deal honestly and with the utmost good faith with Client and to act in <br />Client's best interests without regard to the Firm's financial or other interests. The disclosures below <br />describe, as applicable, any additional mitigations that may be relevant with respect to any specific <br />conflict disclosed below. <br />I. Compensation -Based Conflicts. The fees due under this Agreement are in a fixed amount <br />established at the outset of the Agreement. The amount is usually based upon an analysis by Client <br />and the Firm of, among other things, the expected duration and complexity of the transaction and the <br />Scope of Services to be performed by the Firm. This form of compensation presents a potential <br />conflict of interest because, if the transaction requires more work than originally contemplated, the <br />Firm may suffer a loss. Thus, the Firm may recommend less time-consuming alternatives, or fail to do <br />a thorough analysis of alternatives. This conflict of interest is mitigated by the general mitigations <br />described above. <br />M Other Municipal Advisor Relationships. The Firm serves a wide variety of other clients that may <br />from time to time have interests that could have a direct or indirect impact on the interests of Client. <br />For example, the Firm serves as municipal advisor to other municipal advisory clients and, in such <br />cases, owes a regulatory duty to such other clients just as it does to Client under this Agreement. <br />These other clients may, from time to time and depending on the specific circumstances, have <br />competing interests, such as accessing the new issue market with the most advantageous timing and <br />with limited competition at the time of the offering. In acting in the interests of its various clients, the <br />Firm could potentially face a conflict of interest arising from these competing client interests. This <br />conflict of interest is mitigated by the general mitigations described above. <br />PART B — Disclosures of Information Regarding Legal Events and Disciplinary History <br />MSRB Rule G-42 requires that municipal advisors provide to their clients certain disclosures of legal or <br />disciplinary events material to its client's evaluation of the municipal advisor or the integrity of the <br />municipal advisor's management or advisory personnel. <br />Accordingly, the Firm sets out below required disclosures and related information in connection with <br />such disclosures. <br />Material Legal or Disciplinary Event. There are no legal or disciplinary events that are material to <br />Client's evaluation of the Firm or the integrity of the Firm's management or advisory personnel <br />disclosed, or that should be disclosed, on any Form MA or Form MA -I filed with the SEC. <br />