Conflicts of Interest and Other Matters Requiring Disclosure

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 Knight & Day Group, LLC (“K&D Group”) and its associated persons. 

Recent Name Change:

Daylight Capital Advisors, LLC joined TKG & Associates LLC on October 1, 2024. The name of the two combined firms is Knight & Day Group, LLC, effective November 1, 2024. TKG was originally established in 2008 and traces its roots to The Knight Group Inc., which was first established in 1987. Daylight Capital Advisors, LLC founded in 2017 by Larry Day, a principal and owner with Knight & Day Group, LLC.

The following are potential conflicts of interest to be considered.

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

Legal Events and Disciplinary History 

Knight & Day Group 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. The Client may electronically access Knight & Day's the 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.