DISCLOSURE OF CONFLICTS OF INTEREST AND LEGAL OR DISCIPLINARY EVENTS
Pursuant to Municipal Securities Rulemaking Board ("MSRB") Rule G-42, on Duties of Municipal Advisors, Municipal Advisors are required to make certain written disclosures to clients and potential clients which include, amongst other things, potential conflicts of interest and any Legal or Disciplinary events of Pearl Capital Advisors, LLC (“PCA”) and its associated persons.
The relationships and possible compensation arrangements disclosed below will not impair the ability of Pearl Creek Advisors to render unbiased and competent advice or to fulfill its fiduciary duty to Clients.
Potential Conflicts of Interest
Former Employer. John Franklin, the founder of PCA, was employed by BB&T Capital Markets through February 14, 2020.
Board Positions. John Franklin is a member of the board of Cozy Homes, which provides services to the senior living industry.
Investments. John Franklin is an investor in Caring Wire, LLC, which provides services to the senior living industry.
Contingent Compensation. Pearl Creek Advisors represents that in connection with the issuance of municipal securities, it may receive compensation from an Obligated Person for services rendered, which compensation may be 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, hereby discloses, that such contingent and/or transactional compensation may present a potential conflict of interest regarding Advisor’s ability to provide unbiased advice to enter into such transaction.
Fees. Any fees paid to PCA does increase the cost of capital to the Client. The increased cost occurs from compensating PCA for municipal advisory services provided.
Multiple Clients. PCA serves various clients in the senior living and healthcare sectors that may have interests that could have a direct or indirect impact on the interests of another PCA 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, PCA could potentially face a conflict of interest arising from these competing client interests. PCA fulfills its regulatory duty and mitigates such conflicts through dealing honestly and with the utmost good faith with each of its clients.
Other Conflicts to Be Considered.
PCA does not have any affiliate that provides any advice, service, or product to or on behalf of any client that is directly or indirectly related to the municipal advisory activities to be performed by PCA. PCA has not make any payments directly or indirectly to obtain or retain any Client’s municipal advisory business. PCA does not receive any payments from third parties to enlist recommendations to any Client for services, transactions or products. PCA does not engaged in any fee-splitting arrangements involving PCA and any provider of investments or services to any Clients. PCA does not have any legal or disciplinary event that is material to any Client’s evaluation of PCA or the integrity of its advisory personnel. PCA does not act as principal in any transaction(s).
Legal Events and Disciplinary History
PCA 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 Advisor’s most recent Form MA and each most recent Form MA-I filed with the Securities and Exchange 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 Securities and Exchange Commission.