Speech by SEC Staff:
|The Securities and Exchange Commission, as a matter of policy, disclaims responsibility for any private publication or statement by any of its employees. The views expressed herein are those of Mr. Maco and do not necessarily reflect the views of the Commission, the Commissioners, or other members of the Commission's staff.|
This afternoon, I will address five points that I hope you will carry home with you and use as you work in the largest municipal bond market in the world. All five of these points tie into an overall theme: "In good times or in bad, never forget the basics."
What are the basics?
|First.||Respect your bondholders give them the truth.|
|Second.||Don't become sloppy in good times.|
|Third.||Mind the store.|
|Fourth.||The world has changed.|
|Fifth.||Don't forget, you call the shots.|
Before I discuss these five points, I want to bring you up to date on three areas of our activity: our First Annual Municipal Roundtable, our recent enforcement actions, and our outreach program to small issuers.
This past October, the Commission sponsored the First Annual Municipal Market Roundtable. The roundtable included four panels, with a cross section of the industry on each, including issuers, counsel, financial advisers, underwriters and investors. Panelists discussed a variety of concerns to participants in today's municipal marketplace, including electronic disclosure, responsibilities of financial advisers, secondary market disclosure and concerns about insider trading liability, and use of disclaimers in disclosure documents.
Our purpose in starting these roundtables is a simple one: to help you make the best use of the disclosure framework and continue to improve communication with your investors. Five years ago we established the framework for municipal market disclosure by amending Rule 15c2-12 to provide for continuing secondary market disclosure, joining the mechanical steps for primary offering disclosure already existing under that Rule and Municipal Securities Rulemaking Board Rules. What happens within this framework is up to issuers, investors, underwriters, advisers and counsel to determine, keeping in mind, of course, the applicability of the antifraud provisions to all communications to investors. The roundtables bring different groups of market participants, such as issuers, bond lawyers and investors, face to face to discuss their perspectives on current market practices, and to the extent perspectives differ, provide an opportunity to begin to bridge the difference.
The roundtables provide us a chance to observe how well our message is understood while the securities laws are pretty straightforward in the municipal market, we have an opportunity to step back and ask: "do folks get it?" If clarification and guidance are needed, we have the opportunity to provide it.
The Commission's 1 Administrative Order contained a reminder to independent financial advisers of the narrow limits of exemption from the requirement to register as an Investment Adviser under the Investment Advisers Act of 1940. Based on Roundtable discussions, the Division of Investment Management and the Office of Municipal Securities plan to issue a Staff Legal Bulletin emphasizing the requirements later this spring.
The Commission staff is also working on a proposed interpretive release on internet disclosure. While registrants and reporting entities, not exempt issuers, are likely to be the principal target audience for this release, I suspect that it will prove useful to municipal issuers as well, particularly in any discussion it contains of the antifraud provisions, which apply to municipal and other issuers.
Concerns about possible liability for insider trading as a reason to avoid conversations with, or providing any information to, analysts also took the spotlight at the Roundtable, as this issue has in other fora in recent years. Some have expressed disappointment that the recent proposing release on analyst communications did not deal with this issue in the context of the municipal market.2 Without going into what will ultimately emerge out of the rulemaking process in this particular instance, I think two observations are helpful. The first is that the proscriptions against insider trading are rooted in the antifraud provisions, which by now we all know apply to all persons in all markets. The second is that, keeping this in mind, issuers should demand that lawyers do a better job on two counts. One provide advice on simple investor communications programs that will reduce the potential for liability without alienating the best friends an issuer has the investors who lend their money. And two with an eye on the particular circumstances of each issuer advice on just how potential insider trading liability under the antifraud rules which prohibit dissemination of material, non-public information in violation of a duty of trust or confidence apply to that issuer and the information it discloses. Lawyers have performed such services for clients in the corporate context for quite some time, and for many clients in the municipal market as well. A small amount of effort in this regard may relieve a great deal of anxiety.
This controversy provides the municipal finance bar an opportunity to perform a great service to the market by developing model investor communication programs for municipal issuers, and implicitly an invitation to rise to the occasion.
Of course, the past year has not been without municipal market enforcement actions. Let me mention a few briefly.
Last fall, the Commission instituted cease-and-desist proceedings against the City of Miami, Florida, Cesar Odio and Manohar Surana3 . The Order instituting the proceedings alleges that the City, through Odio and Surana, violated the anti-fraud provisions in connection with the offer and sale to the public of municipal bonds issued by the City in June, August and December of 1995. The Order also alleges that the City, through Odio, violated the anti-fraud provisions when it disseminated its Comprehensive Annual Financial Report for fiscal year 1994 to the investing public in September 1995. A hearing before an administrative law judge is scheduled to begin in early March to determine whether the staff's allegations are true, and, if so, whether a cease-and-desist order should be entered against the Respondents.
In August, the Commission announced the filing and settlement of an enforcement action against William Jay Ramsey4, former board member of the Florida Housing Finance Agency, for failing to disclose his receipt of compensation in connection with selecting a brokerage firm for the Agency's bond business.
The Commission's complaint, filed in federal district court for the Northern District of Florida, alleged that by early 1995, while a board member of the Florida Housing Finance Agency and chairman of the Agency's Professional Selection Committee, Ramsey secretly entered into an arrangement with a consultant working for Stephens Inc., a brokerage firm headquartered in Little Rock, Arkansas. The arrangement provided that Ramsey would receive $1,500 per month for a year. After receiving the first $1,500 payment under the arrangement, Ramsey twice voted to select Stephens for Agency bond business, without ever disclosing the arrangement or the payment he received to the Agency or investors in the Agency's bonds. Because the SEC's investigation began inquiring into the consultant's activities, no further payments were made to Ramsey under the arrangement. Ramsey's failure to disclose the arrangement, the payment, and the actual and potential conflicts of interest created thereby violated the antifraud provisions of the federal securities laws.
Without admitting or denying the allegations, Ramsey agreed to settle the action by paying a $10,000 penalty, disgorging the compensation he received plus prejudgment interest, totaling $2,190.03, and consenting to the entry of an injunction prohibiting him from future violations of the antifraud provisions. In a related, previously settled enforcement action, Stephens5, without admitting or denying the findings, consented to the issuance of an administrative order that found, among other things, that Stephens secretly paid Ramsey and failed to disclose the actual and potential conflict of interest created thereby to the Agency and investors in the Agency's bonds.
In November, the Commission filed a complaint for securities fraud against Patrick H. McCarthy6, a Philadelphia attorney and former fund raiser and senior adviser to the past Treasurer of the Commonwealth of Pennsylvania. The complaint charged McCarthy with arranging for his law firm to receive undisclosed compensation, in violation of his fiduciary duty, for influencing the selection of a securities dealer in two Pennsylvania refunding bond offerings in 1994.
This is a complicated story, but an important one for you to hear. I ask you to do your best to stay with me as I walk you through the story as summarized by the Commission's complaint. The Commission's complaint alleged that, although not a Commonwealth employee, McCarthy was viewed by senior staff in the Pennsylvania Treasurer's office as the most powerful person in the office, after the Treasurer and the Executive Deputy Treasurer, at the time of the 1994 refunding bond offerings. Dennis E. Thiemann, then a longtime consultant to Arthurs Lestrange & Company, a Pittsburgh-based broker-dealer then serving as the Commonwealth's financial adviser for the offerings, obtained Arthurs Lestrange's agreement that the firm would pay Thiemann one-third of its deal revenues if Thiemann could find a larger broker-dealer which would agree to sell the Treasury securities to the Commonwealth, split its fees with Arthurs Lestrange, and pay 60 percent of the total to Arthurs Lestrange. Thiemann then approached his friend, John M. Seidman, who ran a private consulting firm called JMS Associates, and whom Thiemann believed had contacts within the Treasurer's office. Seidman and Thiemann discussed several firms, including Alex. Brown and Sons Incorporated, which Seidman knew was the financial adviser to the Treasurer's office. Seidman also was a friend of McCarthy, and knew that McCarthy had a long-standing relationship with Alex. Brown's municipal securities business. McCarthy was then approached for his assistance in arranging for Alex. Brown to be appointed to sell the Treasury securities.
The complaint alleged that McCarthy then contacted Alex. Brown and offered that Alex. Brown could be appointed to sell the Treasury securities if it would split fees with Arthurs Lestrange, and pay Arthurs Lestrange 60 percent of the total. McCarthy then used his influence to have Alex. Brown appointed over the objections of the Treasurer's senior staff. After the first refunding closed in March 1994, Arthurs Lestrange paid one-third of its revenues, or $520,891 to Thiemann's firm, HDI, Inc. HDI, in turn, paid $175,250 to JMS Associates and $172,000 to McCarthy's law firm, and retained $173,641. The Commission's actions do not allege that Alex. Brown or Arthurs Lestrange knew about HDI's payments to JMS Associates or to McCarthy's firm. When senior staff in the Treasurer's office became aware and protested that Alex. Brown had overcharged the Commonwealth for the Treasury securities, McCarthy supported Alex. Brown. Alex. Brown later entered into an agreement to retain McCarthy's firm for $20,000 per month, commencing in June 1994, and McCarthy again used his influence to have Alex. Brown selected to sell the Treasury securities for a second Pennsylvania refunding in June 1994 over the objections of the Treasurer's staff. The Commission's complaint alleged that, while promoting Alex. Brown's interests in the Treasurer's office in connection with both the March and June 1994 refundings, McCarthy knowingly or recklessly failed to disclose to the Treasurer's office or to the Commonwealth that he had a conflict of interest arising from his payment arrangements with Thiemann and Alex. Brown.
Simultaneously with the filing of the complaint, and without admitting or denying the Commission's allegations, McCarthy consented to the entry of a final judgment against him. The final judgment enjoins McCarthy from violating the antifraud provisions and to pay a civil penalty of $100,000. McCarthy's law firm voluntarily returned to Pennsylvania the $172,000 obtained from HDI and all of the retainer fees received from Alex. Brown after June 1994, plus interest, and was not the subject of a Commission action.
Simultaneously with the filing of the complaint, the Commission instituted several administrative proceedings charging securities law violations by other individuals and entities involved with the Pennsylvania refundings, including: BT Alex. Brown Incorporated, Alex. Brown's corporate successor7 .; Kevin G. Quinn, the head of Alex. Brown's Public Finance Department at the time of the March 1994 Pennsylvania bond refunding, and the lead Alex. Brown banker responsible for that refunding8 ; Thiemann and HDI9, Seidman and JMS Associates10 ; Arthurs Lestrange and Michael P. Bova, head of municipal finance for Arthurs Lestrange at the time of the 1994 Pennsylvania refundings11 ; and Douglas E. Carter, Quinn's successor as head of the Alex. Brown Public Finance Department, and lead banker for the June 1994 Pennsylvania refundings12 . The proceedings regarding Kevin G. Quinn are in litigation. You may obtain additional information to these and other Commission enforcement proceedings on the Commission's website at http://www.sec.gov.
In November, the Commission also announced the filing of a complaint against Paschal Gene Allen, a former public finance banker in the Atlanta office of Stephens Inc., for taking undisclosed payments in connection with a securities investment he recommended to his financial advisory client, Fulton County, Georgia13 . The complaint also charges Allen with taking undisclosed compensation from underwriter's counsel in connection with five local bond issues in Georgia.
The complaint, filed in the Northern District of Georgia, alleges that in the Fall of 1994, Allen recommended to Fulton County that it take certain County funds and invest them in a portfolio of long-term United States Treasury securities and an associated put option. The County adopted Allen's recommendation, and the transaction closed on November 29, 1994. Allen did not disclose, however, that he arranged to take, and subsequently took, $20,970.10 in payments in connection with the transaction. Allen's failure to disclose the arrangement, the payment, and the actual and potential conflicts of interest created thereby violated the antifraud provisions of the federal securities laws. By 1998, Allen had paid the $20,970.10 over to Stephens, after disclosing the payments to the firm. In other conduct occurring between September 1991 and April 1993, Allen also received undisclosed compensation totaling $10,900 from underwriter's counsel in connection with five separate municipal securities offerings in Georgia. In these offerings, Stephens served as underwriter and a Georgia law firm served as underwriter's counsel. In each offering, the issuer paid the underwriter's counsel fees of the law firm. Yet, Allen, who served as Stephens' lead banker on the transactions, did not disclose his payment arrangement with the law firm to the issuers or in the bonds' offering documents. Allen's failure to disclose this compensation violated Section 15B(c)(1) of the Exchange Act and Rule G-17 of the Municipal Securities Rulemaking Board.
Simultaneously with the filing of the complaint, without admitting or denying the complaint's allegations, Allen agreed to the entry of a final judgment permanently enjoining him from future violations of the antifraud provisions, as well as MSRB Rule G-17. In addition, Allen agreed to pay disgorgement to Fulton County totaling $6,216.84, consisting of prejudgment interest on the $20,970.10 in undisclosed payments he received, during the period he retained those payments, and a civil penalty of $20,000. As part of his settlement with the Commission, Allen has also agreed to the entry of a Commission order barring him from associating with any securities broker or dealer or municipal securities dealer.
These are a few of the proceedings brought by the Commission against municipal market participants in the last year. Since 1994, the Commission has brought at least 17 injunctive proceedings and 74 administrative proceedings involving municipal market participants. It should be noted that in many, but not all, of these proceedings the parties consented to the entry of the respective injunctions or orders and related factual findings and conclusions of law without admitting or denying the charges against them. These proceedings have involved fraudulent disclosure, hidden payments including kickbacks and campaign contributions, bid-rigging, rigging of the RFP process, receipt of payments by issuer officials relating to the selection of financial professionals, mismanagement of bond proceeds and loss of funds, breach of fiduciary duty and yield-burning. The parties to these proceedings include national and regional investment banks, the heads of public finance departments at several investment banks, as well as individual investment bankers at various levels of seniority, issuers, issuer officials, financial advisers, attorneys and accountants.
Over the last several years, in addition to our enforcement actions, we have reached out to municipal issuers, lawyers and underwriters to remind them of their obligations under the federal securities laws. Last year we sharpened the focus of our outreach efforts to the small issuers around the United States who may not have the opportunity or the funds to attend the types of national and regional meetings that are typically the venue for such refresher courses. We started by participating in the Mississippi Municipal League's annual meeting. We continued to meet with small issuer groups in several states through the end of last year and are planning similar meetings for the months ahead. The Internal Revenue Service joined us in New Jersey last year and will participate in similar future events.
The message we carry to these meetings is found in the five points I hope you will carry home with you today. So, let me start with the first point: Respect your bondholders. Why? Because they trust you enough to have loaned you their money. Who are they? They may be a young couple in Wisconsin setting aside money for a child's education. They may be a much older couple in Florida saving for retirement and minimizing the taxes they pay. Or they may be a neighbor, simply using a tax-exempt money market fund to manage their own day-to-day funds. Quite often, they are just like you and me.
You may not always know much about them, but there is a lot they want to know about you. What they do come to know about you may be from any number of sources, but the principal way will be through your official statement and the annual information you provide, what we call "disclosure." Disclosure is very important to them, for it may affect their decision to invest in your bonds over some other municipality's bonds and, perhaps, whether to sell bonds of yours they already hold.
The folks whose money you borrow expect your disclosure to be true, just as they expect you to repay the money you borrow. Not surprisingly, so does the law. This is where we at the Securities and Exchange Commission come in. Federal securities law has protected investors for over sixty five years by requiring the information provided investors be accurate, complete and not misleading.
I mentioned a few moments ago that based on your disclosure, an investor may decide whether or not to buy your bonds. Some issuers consider this decision so important that they refer to bondholders as a second constituency. If your financial operations depend upon borrowing in the bond market as well as your tax base, you may understand how they come to feel this way. Each time you return to the bond market to borrow money, you ask this constituency to vote for you again. If bondholders are pleased with their first investment with you, they are more likely to "vote" for you again through continuing to buy your bonds in the years ahead.
Your bondholders' interest in the truth applies not only in the official statement when you are hoping that bondholders will loan you their money at the lowest possible rate but continues throughout the time you still owe them money. From your bondholders perspective when they look to you to provide timely and accurate annual financial information this is an important time as well. In this secondary market, after the closing, many investors may also first buy your bonds. When they make that investment decision, it will be on the basis of the information you have made available. As the Commission stated when adopting the amendments to Rule 15c2-12, "purchasers in the secondary market need the same level of financial information and operating data in making investment decisions as purchasers in the underwritten offering." Given that bondholders attach great significance to issuers continuing disclosure, it would seem to follow that issuers would be more than willing to provide it. Yet one complaint that investors have consistently voice over the past several years is over the unwillingness of some issuers to provide annual information on a timely basis. Aside from being "investor unfriendly," stale disclosure may carry its own problems for an issuer, particularly if the issuer is aware of material developments contrary to the picture provided investors in that stale disclosure. The Commission has frequently warned issuers that the antifraud provisions apply to statements made in the secondary market. So today's first point: respect your bondholders, it just makes sense.
Point two: Don't become sloppy in good times. We are, according to most reports, experiencing very good economic times. For example, the supplement to the February 14, 2000 edition of The Bond Buyer opens with these words of the paper's Editor-in-chief: "As the current economic expansion moves into record territory as the longest ever and municipal issuer upgrades continue to outpace downgrades by a wide margin, there is no question that the state of the states is strong."
Good times however, do not dilute disclosure requirements. Investors still depend upon accurate information and the law continues to mandate disclosure that is complete and not materially misleading. Avoiding disclosure of bad news in good times can be the source of just as much trouble for an issuer as in bad times.
Not everyone, of course, is enjoying good times as the health care sector indicates. Last September, one rating agency reported: " Moody's believes that U.S. not-for-profit hospitals overall will continue to experience financial difficulties over the near term Over the intermediate term, we expect ratings volatility We believe that even some of the strongest entities in our portfolio will experience weakening credit quality." A volatile situation can only increase the risk of misleading disclosure that falls short of providing all the material information known to an issuer at the time the disclosure is made. In this context, it's disturbing that the health care sector is most frequently singled out by analysts as filing stale annual reports. Conduit health care borrowers in particular may wish to evaluate their disclosure practices in light of both the Commission's disclosure guidance and recent enforcement activity.
Proper care should be taken in preparing disclosure in both good times and bad.
Point three: Mind the Store. Good times should not erase the lessons learned a few short years ago, such as the need for prudent management of public funds illustrated by the bankruptcy of Orange County. Our enforcement cases also emphasize the to mind the store. For example, the Nevada County proceedings illustrate the risks for an issuer that ignores its own procedures adopted for just the type of financing involved in that case. The facts in the William Jay Ramsey and Patrick McCarthy settlements described previously also serve as a reminder of the need to mind the store.
Minding the store includes taking care in the professionals you hire. Be sure the lawyers and financial advisers you hire to assist you in preparing your disclosure are knowledgeable and competent in federal securities laws matters. If they are not, unfortunately you may pay the price. Misleading facts in disclosure as to the tax status of municipal bonds may be fraud under the securities laws. The SEC has brought several enforcement actions based on misleading disclosure of facts affecting the tax status of municipal bonds. In several cases where bonds have been declared taxable, the Internal Revenue Service has looked first to the issuer to pay the penalty. Once again, I ask you to be sure your lawyer who gives the opinion that your bonds are tax exempt understands the tax law and is competent to advise you in such matters. If they are not, it may hurt you and your investors.
One message for issuers that rings clear through many of the cases the Commission has brought involving municipal bonds is know the professionals you hire. More than a few of the proceedings involve breach of fiduciary duty by financial advisors to issuer clients.
In recent years, we have brought actions against underwriters and financial advisors for failure to disclose payments from third parties that sold or brokered investments to municipal issuers. Find out if somebody is getting a kickback in exchange for your business.
So that you and your advisers may be familiar with Commission municipal enforcement actions, we have prepared a compendium of over 140 Commission proceedings covering the last 30 years. We have made it available to the National Association of Bond Lawyers, the International Municipal Lawyers Association, the American College of Bond Counsel and the Section of State and Local Government Law of the American Bar Association. It is available on the Commission web site. You should be sure your counsel is familiar with this material.
Point four: the world has changed. Over $1.5 trillion in municipal debt is currently outstanding. Over 73 % of this amount is held by individuals, either directly or through mutual funds. Today these investors have next day internet access to trade information for any municipal bond trading four times or more a trading day. In addition to information available from central repositories, news services such as Bloomberg report matters ranging from failure to file annual reports to defaults and bankruptcies, along with more general municipal market news. You have the option and opportunity to communicate with investors electronically, as several issuers have demonstrated. And you may sell your bonds over the internet. While a great deal of change may be underway, I suspect two factors will remain constant: the need to be mindful of the securities laws and the importance of investors.
Point five: Don't forget: you call the shots. As I pointed out earlier, the legal framework leaves the quality of disclosure and investor communication up to the day to day participants in the municipal marketplace you. Whether preparing disclosure, choosing your counsel and advisers, or structuring a transaction, ultimately you shoulder the responsibility. I am sure this comes as no surprise to you. I am also sure you are quite capable of it, particularly if you follow your good judgment and use common sense.
For example: Some market participants have expressed concerns that the "facts and circumstances" approach of the antifraud provisions is complex and does not provide them the certainty offered by a checklist approach. On the contrary, I would suggest it is rather simple and based upon common sense. I suspect that the disclosure items in many of the cases on our website are things that you would want to know before you made an investment of your own. That's not a bad place to start. If safety is your concern, whether in the primary or secondary market, when in doubt, disclose.
If somebody is trying to sell you something, find out what is in it for them. Our recent yield-burning actions are a case in point. In a recently settled yield-burning case, the Commission charged Lazard Frères with violating its fiduciary obligations to issuers by failing to disclose to them the excessive markups and profits it took from selling them securities for refunding escrows.
Don't be afraid to ask your professionals questions and demand answers you understand. When investment bankers present you with complicated financial proposals, perhaps involving advance refundings, or interest rate swaps or derivative products, if you are not sure what they are talking about, ask questions. Don't be embarrassed because you're afraid they'll think you're asking about things you should already know. That's their job. Don't assume that just because they use a lot of financial jargon and talk fast that they are very sophisticated. If they can't explain it to your satisfaction, that may be a warning sign. Maybe the reason they can't explain it to you is that it doesn't make any sense.
Let me repeat the five points one more time: Respect your bondholders give them the truth; don't become sloppy in good times; mind the store; the world has changed; and don't forget, you call the shots. To me, this last point may be the most encouraging for the future of the municipal market. Before I joined the Commission several years ago, I was a bond lawyer and worked with a variety of state and local government officials around the country. Since I joined the Commission, I have had the pleasure to meet many more. I know the great majority of you are dedicated hard-working professionals. I cannot think of a more capable group to shoulder these responsibilities.
|1||In re O'Brien Partners, Inc. Securities Act Release No. 7594, Investment Advisers Act Release No. 1772, A.P. File No. 3-9761 (October 27, 1998).|
|2||Proposed Rule: Selective Disclosure and Insider Trading, Releases Nos. 33-7787, 34-42259, IC-24209, File No. S7-31-99.|
|3||In re City of Miami, Cesar Odio, and Manohar Surana, Securities Act Release No. 7741, Exchange Act Release No. 41896, A.P. File No. 3-0022 (September 22, 1999).|
|4||SEC v. William J. Ramsey, Civ. Action No. 9:99cv303-WS (N.D. Fla.); Litigation Release No. 16241 (August 4, 1999).|
|5||In re Stephens, Inc., Securities Act Release No. 7612, Exchange Act Release No. 40699, A.P. File No.3-9781 (November 23, 1998).|
|6||SEC v. Patrick H. McCarthy, Civ. Action 1-99-CV-2003 (M.D. PA); Litigation Release No. 16356 (November 17, 1999).|
|7||In re BT Alexander Brown Inc. Securities Act Release No. 7772, Exchange Act Release No. 42145, A.P. File No. 3-10097 (November 17, 1999)|
|8||In re Kevin G. Quinn, Securities Act Release No. 7773, Exchange Act Release No. 42146, A.P. File No. 3-10098 (November 17, 1999).|
|9||In re HDI, Inc. and Dennis E. Thiemann, Securities Act Release No. 7777, Exchange Act Release No. 42150, A.P. File No. 3-10102 (November 17, 1999).|
|10||In re JMS Associates, Inc. and John M. Seidman, Securities Act Release No. 7776, Exchange Act Release No. 42149, A.P. File No. 3-10101 (November 17, 1999).|
|11||In re Arthurs Lestrange & Company, Inc., and Michael P. Bova, Securities Act Release No. 7775, Exchange Act No. 42148, A.P. File 3-10100 (November 17, 1999).|
|12||In re Douglas E. Carter, Securities Act Release No. 7774, Exchange Act Release No. 42147, A.P. File No. 3-10099 (November 17, 1999).|
|13||SEC v. Paschal Gene Allen, Civ. Action No. 1 99-CV-2986 (N.D. Ga.); Litigation Release No. 16362 (November 18, 1999).|
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