Compliance Disclosures

This Disclosure of Common Ownership and Potential Conflicts of Interest for Consideration is being delivered by Hamlin Capital Advisors, LLC (“HCA”), a Delaware limited liability company and a Municipal Advisor registered under Section 15B of the Securities Exchange Act of 1934, as amended. Please review the below carefully and advise us of any questions.

HCA SHARES COMMON OWNERSHIP WITH HAMLIN CAPITAL MANAGEMENT, LLC (“HCM”). HCM IS A REGISTERED INVESTMENT ADVSIOR UNDER THE INVESTMENT ADVISERS ACT OF 1940.

IN ITS NORMAL COURSE OF BUSINESS, HCM’S CLIENTS MAY PURCHASE ALL OR A MAJORITY OF AN ISSUE OF MUNICIPAL SECURITIES AND/OR SECURITIES THAT CLIENTS OF HCA MAY ISSUE OR WHICH MAY BE ISSUED ON BEHALF OF SUCH CLIENTS. DEPENDING ON THE FINANCING OPTION SELECTED, HCM MAY BE AN INVESTOR WITH RESPECT TO SUCH SECURITIES.

HCM MAY SERVE AS ONE OF YOUR INVESTMENT MANAGEMENT FIRMS RETAINED TO MANAGE A PORTION OF YOUR INVESTMENT PORTFOLIO. HCA DOES NOT MAKE ANY RECOMMENDATIONS TO ITS CLIENTS WITH RESPECT TO ANY SUCH CLIENTS RETAINING HCM AS ITS INVESTMENT ADVISOR. HCA IS NOT A REGISTERED INVESTMENT ADVISOR UNDER THE INVESTMENT ADVISERS ACT OF 1940.

IN ADDITION TO FEES THAT MAY BE PAID TO HCA, IT IS ALSO POSSIBLE THAT HCM, IF AN INVESTOR IN THE BONDS IN CONNECTION WITH SERVING AS BONDHOLDER REPRESENTATIVE AS INVESTMENT ADVISOR TO THE BENEFICIAL OWNERS OF ANY BONDS PURCHASED ON THEIR BEHALF, WILL ALSO RECEIVE A FEE UPON THE CLOSING OF THE BONDS.

HCM’S DECISION TO PURCHASE A PARTICULAR INVESTMENT FOR ITS CLIENTS IS BASED ON A THOROUGH DUE DILIGENCE PROCESS INCLUDING CONSIDERATION OF WHICH INVESTMENT BEST FITS THEIR CLIENTS’ INVESTMENT STRATEGY. DUE TO THEIR COMMON OWNERSHIP, HCM MAY BE INCENTIVIZED TO REFER POTENTIAL OBLIGORS TO HCA AND SIMILARLY, HCA MAY BE INCENTIVIZED TO RECOMMEND HCM AS A SOURCE OF CAPITAL. THE CLIENT IS ENCOURAGED TO CAREFULLY CONSIDER THE IMPLICATIONS OF THIS OWNERSHIP STRUCTURE.

IN AN EFFORT TO MITIGATE THE CONFLICTS OF INTEREST OR POTENTIAL CONFLICTS OF INTEREST DESCRIBED HEREIN WITH RESPECT TO THE COMMON OWNERSHIP SHARED BY HCA AND HCM, HCA HEREBY PROVIDES THAT (I) ANY FEES PAID TO HCA WILL NOT BASED UPON THE INTEREST RATES ON THE BONDS, THE COLLATERAL SECURING THE BONDS (INCLUDING, WITHOUT LIMITATION, ANY LOAN TO VALUE ANALYSIS ON THE COLLATERAL), ANY REDEMPTION RIGHTS WITH RESPECT TO THE BONDS, THE NUMBER OF SERIES OF BONDS ISSUED OR WHETHER BONDS ARE ISSUED ON A TAXABLE OR TAX-EXEMPT BASIS; (II) HCA WILL NOT RECEIVE ANY PART OF THE FEES PAID TO HCM IN ITS CAPACITY AS BONDHOLDER REPRESENTATIVE FOR THE BONDS; (III) HCM WILL NOT RECEIVE ANY PART OF THE FEES PAID TO HCA WITH RESPECT TO THE SERVICES PROVIDED BY HCA; (IV) IN THE EVENT CLIENT SUBSTITUTES ANOTHER INVESTOR IN LIEU OF HCM, HCA’S FEES WILL ONLY CHANGE IF THE SCOPE OF SERVICES PROVIDED BY HCA AND AS A RESULT, ARE NOT DEPENDENT UPON HCM REMAINING AS THE INVESTOR IN THE BONDS; (V) HCA ON THE ONE HAND, AND HCM ON THE OTHER, SHALL MAINTAIN THEIR SEPARATE LEGAL EXISTENCE NOTWITHSTANDING THEIR HAVING COMMON OWNERSHIP; (VII) HCM HAS NO RIGHTS UNDER ANY ADVISORY AGREEMENTS OF HCA; (VIII) HCA MAY CARRY OUT A LIMITED ENGAGEMENT IN ORDER TO SOLELY CLOSE UPON A FINANCING UNDER WHICH THE INVESTORS OF HCM WILL PURCHASE THE BONDS BEING ISSUED BY OR ON BEHALF OF THE CLIENT AND AS RESULT THEREOF, HCA WILL NOT REVIEW OR MAKE ANY RECOMMENDATIONS RELATED TO THE FINANCING OR WITH RESPECT TO ANY OTHER FINANCING OPTIONS CONSIDERED BY CLIENT; (IX) CLIENT MAY, WITHOUT COST (EXCEPT FOR THE PAYMENT OF OUT-OF-POCKET EXPENSES), TERMINATE THE AGREEMENT WITH HCA IF THE CLIENT DETERMINES IN ITS SOLE DISCRETION THAT THE CONFLICTS OR POTENTIAL CONFLICTS OF INTEREST OUTWEIGH THE BENEFITS THAT CLIENT MAY ACHIEVE BY CLOSING ON THE FINANCING; (X) IT SHALL CONFIRM THAT CLIENT IS A NONPROFIT ORGANIZATION IN GOOD STANDING AND RECOGNIZED AS SUCH UNDER SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, PURSUANT TO A DETERMINATION LETTER OF THE INTERNAL REVENUE SERVICE AND IS NOT A “GOVERNMENTAL PERSON”; AND (XI) IT HAS NOT AND WILL NOT AGREE TO ANY FEE SPLITTING ARRANGEMENTS WITH HCM, THE UNDERWRITER OF THE BONDS OR ANY OTHER PARTY TO THE FINANCING. IN ADDITION TO THE FOREGOING, CLIENT MAY AT ITS SOLE DISCRETION RETAIN AN INDEPENDENT FINANCIAL ADVISOR WITH RESPECT TO THE BONDS AND TO REVIEW THE CONTENTS OF ANY AGREEMENT ENTERED INTO WITH HCA.

TO MANAGE THE CONFLICTS OF INTEREST OR POTENTIAL CONFLICTS OF INTEREST (I) THE CHIEF COMPLIANCE OFFICER OF HCA WILL REVIEW ANY AGREEMENT ENTERED INTO WITH YOU AND HCA PRIOR TO ITS EXECUTION AND DELIVERY TO ASSURE THE ACCURACY AND SUFFICIENCY OF THE DISCLOSURES CONTAINED THEREIN; (II) HCA SHALL PROVIDE ADDITIONAL DISCLOSURE OF ANY FURTHER CONFLICTS OF INTEREST AT ANY TIME SUCH ADDITIONAL CONFLICTS MAY ARISE; (III) HCA WILL PROMPTLY RESPOND TO ANY CLIENT INQUIRIES REGARDING THE CONFLICTS OF INTEREST OR PERCEIVED CONFLICTS OF INTEREST DESCRIBED IN SUCH AGREEMENT OR ELSEWHERE; (IV) HCA SHALL CONSULT WITH THE CHIEF COMPLIANCE OFFICER OF HCM FROM TIME TO TIME TO ENSURE THAT THE DISCLOSURES PROVIDED HEREIN AND IN SUCH AGREEMENT ARE ACCURATE AND SUFFICIENT; (V) HCA SHALL, FROM TO TIME TO TIME, CONSULT WITH THIRD PARTIES TO ENSURE COMPLIANCE WITH APPLICABLE LAW WITH RESPECT TO THE ADEQUACY OF THE CONTENTS OF THE DISCLOSURES; (VI) HCA PROVIDES EACH CLIENT UPON OR PROMPTLY FOLLOWING THE DELIVERY OF “ADVICE” (AS DESCRIBED IN THE MUNICIPAL ADVISOR RULE SEC ADOPTING RELEASE) A COPY OF THESE DISCLOSURES AND AS PART OF SUCH AGREEMENT; (VII) IN THE EVENT THE ISSUER OF THE BONDS IS NOT THE CLIENT, HCA WILL DELIVER NOTICE TO THE ISSUER OF THE BONDS AND ANY OTHER MUNICIPAL ENTITY INVOLVED IN THE FINANCING THAT HCA IS NOT PROVIDING ANY ADVICE OR ANY MUNICIPAL SERVICES TO THEM DIRECTLY, INDIRECTLY OR ON THEIR BEHALF (WHICH SUCH NOTICE MAY BE SET FORTH IN THE PURCHASE CONTRACT FOR THE BONDS); AND (VIII) HCA WILL MAINTAIN POLICIES AND PROCEDURES THAT INCLUDE THESE AND OTHER STEPS TO MANAGE AND MITIGATE ANY CONFLICTS OF INTEREST OR PERCEIVED CONFLICTS OF INTEREST.

FROM TIME TO TIME, IT MAY BE NECESSARY FOR HCA TO DISCLOSE ADDITIONAL CONFLICTS OF INTEREST TO THE CLIENT. IN SUCH EVENT, HCA SHALL PROVIDE WRITTEN NOTICE TO THE CLIENT OF ANY SUCH CONFLICT OF INTEREST THAT MAY ARISE.