Client Disclosures

Fiduciary Duty

AAA Municipal Services LLC is registered as a Municipal Advisor with the SEC and Municipal Securities Rulemaking Board (“MSRB”). As such, AAA Municipal Services has a Fiduciary duty to its clients and must provide both a Duty of Care and a Duty of Loyalty that entails the following.

Duty of Care:

a) exercise due care in performing its municipal advisory activities;

b) possess the degree of knowledge and expertise needed to provide its client with informed advice;

c) make a reasonable inquiry as to the facts that are relevant to clients’ determination as to whether to proceed with a course of action or that form the basis for any advice provided to the client; and

d) undertake a reasonable investigation to determine that AAA Municipal Services LLC is not forming any recommendation on materially inaccurate or incomplete information; AAA Municipal Services LLC must have a reasonable basis for: 

i. any advice provided to or on behalf of the client; 

ii. any representations made in a certificate that it signs that will be reasonably foreseeably relied upon by the client, any other party involved in the municipal securities transaction or municipal financial product, or investors in the clients' securities; and

iii. any information provided to the client or other parties involved in the municipal securities transaction in connection with the preparation of an official statement.

Duty of Loyalty (only for municipal entity clients):

AAA Municipal Services LLC must deal honestly and with the utmost good faith with its and act in clients' best interests without regard to the financial or other interests of AAA Municipal Services LLC. AAA Municipal Services LLC will eliminate or provide full and fair disclosure (included herein) to Issuer about each material conflict of interest (as applicable). AAA Municipal Services LLC will not engage in municipal advisory activities with clients as a municipal entity, if it cannot manage or mitigate its conflicts in a manner that will permit it to act in clients' best interests.

Conflicts of Interest and 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 AAA Municipal Services LLC and its associated persons.

Currently, there are no actual or potential material conflicts of interest that AAA Municipal Services LLC is aware of that might impair its ability to render unbiased and competent advice or to fulfill its fiduciary duty. If AAA Municipal Services LLC becomes aware of any material potential conflict of interest that arise after this disclosure, AAA Municipal Services will disclose the detailed information in writing to its client in a timely manner.

The following are potential conflicts of interest to be considered.

• AAA Municipal Services LLC represents that in connection with the issuance of municipal securities, AAA Municipal Services LLC 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, AAA Municipal Services LLC hereby discloses, that such contingent and/or transactional compensation may present a potential conflict of interest regarding AAA Municipal Services LLC ability to provide unbiased advice to enter into such transaction. The contingent fee arrangement creates an incentive for AAA Municipal Services LLC to recommend unnecessary financings or financings that are disadvantageous to the client, or to advise the client to increase the size of the issue. This potential conflict of interest will not impair AAA Municipal Services LLC ability to render unbiased and competent advice or to fulfill its fiduciary duty to the client. 
• AAA Municipal Services LLC's fees may be based on hourly fees of AAA Municipal Services LLC 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 AAA Municipal Services LLC to recommend alternatives that would result in more hours worked. This conflict of interest will not impair AAA Municipal Services LLC ability to render unbiased and competent advice or to fulfill its fiduciary duty to the client.
• AAA Municipal Services LLC fees may be a fixed amount established at the outset of the Agreement. The amount is usually based upon an analysis by the client and AAA Municipal Services LLC of, among other things, the expected duration and complexity of the transaction and the Scope of Services to be performed by AAA Municipal Services LLC. This form of compensation presents a potential conflict of interest because, if the transaction requires more work than originally contemplated, AAA Municipal Services LLC may suffer a loss. Thus, AAA Municipal Services LLC may recommend less time-consuming alternatives, or fail to do a thorough analysis of alternatives. This conflict of interest will not impair AAA Municipal Services LLC ability to render unbiased and competent advice or to fulfill its fiduciary duty to the client.
• The fee paid to AAA Municipal Services LLC increases the cost of investment to the client. The increased cost occurs from compensating AAA Municipal Services LLC for municipal advisory services provided.
• AAA Municipal Services LLC 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 AAA Municipal Services LLC client. For example, AAA Municipal Services LLC 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 client. 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, AAA Municipal Services LLC could potentially face a conflict of interest arising from these competing client interests. AAA Municipal Services LLC fulfills its regulatory duty and mitigates such conflicts through dealing honestly and with the utmost good faith with the client.
• AAA Municipal Services 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 AAA Municipal Services LLC;
• AAA Municipal Services has not made any payments directly or indirectly to obtain or retain the clients' municipal advisory business;
• AAA Municipal Services has not received any payments from third parties to enlist AAA Municipal Services LLC recommendation to the client of its services, any municipal securities transaction or any municipal finance product;
• AAA Municipal Services LLC has not engaged in any fee-splitting arrangements involving AAA Municipal Services LLC and any provider of investments or services to the client;
• AAA Municipal Services does not have any legal or disciplinary event that is material to the clients' evaluation of the municipal advisory or the integrity of its management or      advisory personnel.
• AAA Municipal Services does not act as principal in any of the transaction(s) related to its client.
• Andrew Artusa, a Municipal Advisor Representative for AAA Municipal Services LLC previously worked at Zions Public Finance, Inc. as a Municipal Advisor Representative. At some point, Zions may act as an underwriter for clients with which Andrew Artusa previously provided Municipal Advisory services.   

Legal Events and Disciplinary History

AAA Municipal Services LLC 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. Its clients may electronically access AAA Municipal Services LLC 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.