Conflicts of Interest
& Other Matters Requiring Disclosures

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 C Financial Investment Inc. and its associated persons.

The following are potential conflicts of interest to be considered.

  • C Financial Investment Inc. represents that in connection with the issuance of municipal securities, C Financial Investment Inc. 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, C Financial Investment Inc. hereby discloses, that such contingent and/or transactional compensation may present a potential conflict of interest regarding C Financial Investment Inc.’s ability to provide unbiased advice to enter into such transaction. The contingent fee arrangement creates an incentive for C Financial Investment Inc. to recommend unnecessary financings or financings that are disadvantageous to a client, or to advise a client to increase the size of the issue. This potential conflict of interest will not impair C Financial Investment Inc.’s ability to render unbiased and competent advice or to fulfill its fiduciary duty to a client. 

  • C Financial Investment Inc. fees may be based on hourly fees of C Financial Investment Inc.’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 C Financial Investment Inc. to recommend alternatives that would result in more hours worked.  This conflict of interest will not impair C Financial Investment Inc.’s ability to render unbiased and competent advice or to fulfill its fiduciary duty to its clients.

  • C Financial Investment Inc.’s fees under any potential Municipal Advisory Agreement, may be a fixed amount established at the outset of the Municipal Advisory Agreement. The amount is usually based upon an analysis by the client and C Financial Investment Inc. of, among other things, the expected duration and complexity of the transaction and the Scope of Services to be performed by C Financial Investment Inc.. This form of compensation presents a potential conflict of interest because, if the transaction requires more work than originally contemplated, C Financial Investment Inc. may suffer a loss. Thus, C Financial Investment Inc. may recommend less time-consuming alternatives, or fail to do a thorough analysis of alternatives. This conflict of interest will not impair C Financial Investment Inc.’s ability to render unbiased and competent advice or to fulfill its fiduciary duty to its clients.

  • The fee paid to C Financial Investment Inc. increases the cost of investment to its clients.  The increased cost occurs from compensating C Financial Investment Inc. for municipal advisory services provided.

  • C Financial Investment Inc. 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 C Financial Investment Inc. client. For example, C Financial Investment Inc. 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 specific client receiving this disclosure. 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, C Financial Investment Inc. could potentially face a conflict of interest arising from these competing client interests. C Financial Investment Inc. fulfills its regulatory duty and mitigates such conflicts through dealing honestly and with the utmost good faith.

  • C Financial Investment Inc. 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 C Financial Investment Inc.

  • C Financial Investment Inc. does not make any payments directly or indirectly to obtain or retain client ’s municipal advisory business.

  • C Financial Investment Inc. has not received any payments from third parties to enlist C Financial Investment Inc.’s recommendation of its services, any municipal securities transaction or any municipal finance product.

  • C Financial Investment Inc. has not engaged in any fee-splitting arrangements involving C Financial Investment Inc. and any provider of investments or services to its clients.

  • C Financial Investment Inc. does not have any legal or disciplinary event that is material to any clients’s evaluation of the municipal advisor or the integrity of its management or advisory personnel.

  • C Financial Investment Inc. does not act as principal in any of the transaction(s) related to their Municipal Advisory Agreements.

Legal Events and Disciplinary History

C Financial Investment Inc. does not have any legal events and disciplinary history on its 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.  Clients may electronically access C Financial Investment Inc. most recent Form MA and each Municipal Advisor Representative’s 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.