Mutual fund investors are like anyone else—they find their time consumed by jobs, family obligations, and the myriad of other priorities we face in today’s world.  They are lucky if they can make it to the gym in their spare time.  So, to expect most investors to closely follow the performance of their fund investments, let alone their fee structure, management changes and investment risks, would be unrealistic.

Washington, DC

March 29, 2016

Introduction

Thank you, Jamie [Baxter], for that kind introduction and for the invitation to address the Forum’s 2016 Policy Conference.  As you know, the Forum has a special place in the SEC’s history.  Two of our former Chairmen, David Ruder and Arthur Levitt, are very proud of their roles in the initial thinking and founding of the Forum.[1]  And they should be.  The Forum is an extremely constructive force for enhancing the governance of mutual funds and protecting investors.[2] Fund investors rely heavily on your vigilance and good work.

From the perspective of the SEC’s mission to protect investors, there could hardly be anything more important than strong mutual fund boards when more than 53 million households – approximately 43 percent of all U.S. households – owned mutual funds in 2015.[3]  Mutual fund investors are like anyone else—they find their time consumed by jobs, family obligations, and the myriad of other priorities we face in today’s world.  They are lucky if they can make it to the gym in their spare time.  So, to expect most investors to closely follow the performance of their fund investments, let alone their fee structure, management changes and investment risks, would be unrealistic.  And, of course, it is fund directors, not fund investors, who have access to the information and critical participants, like the fund adviser, that makes strong and meaningful oversight possible.

That is why the commitment and work of mutual fund independent directors is so important.  You represent these investors in fund board rooms when crucial decisions are made that affect their investments.  You understand the operations of funds so that you can probe in the right areas and ask the tough questions.  It therefore is critical that you do your jobs and do them very well.

Today, in keeping with your conference agenda, I will talk about the current role of mutual fund directors and what is expected of you.  In doing so, I come mostly to praise your diligence and professionalism and not to preach.  But because it is important to both you and investors, I will also share my view on the role of mutual fund directors in assessing risks, using examples of recent events to more concretely convey my perspective on what I think fund directors in 2016 should be thinking about and doing.  As you will hear, much is expected of you in your oversight role, but I also fully recognize the distinction from the role of management and that issues can occur even in funds with the strongest boards.

The Evolving Role of Mutual Fund Independent Directors

Let me start with a bit of history.  As you know, the Investment Company Act of 1940 established a strong corporate governance framework for investment companies from the very beginning, but like the rest of the asset management industry, the role of independent directors has evolved and gained importance since the Act’s passage.[4]  As you also know, funds generally do not have their own employees; instead, they rely on their investment advisers and other service providers to carry out operations.  A fund’s shareholders vote on the fund’s manager, board members, fundamental investment policies and certain fee arrangements.[5]  A fund’s board of directors oversees the operations of the fund and provides an independent check on fund management, particularly where the interests of the adviser or other service providers may conflict with the interests of the fund.[6]

Originally, the Investment Company Act gave directors few explicit obligations – primarily, fair valuation determinations and approval of certain critical contracts and accounting services.[7]  As a further protection against conflicts of interest, the Act required that at least 40 percent of a fund’s board be comprised of independent directors.[8]  And courts have rightly used the term “independent watchdog” to describe the role of independent directors – a label that captures the vital roles you continue to play in 2016 to serve as a check on fund management and in safeguarding shareholder interests.[9]

Since 1940, Congress and the Commission have enhanced the responsibilities of fund directors as funds have grown in complexity and importance.  In 1970, for example, Congress strengthened the role of directors when it amended the Act to require that fund directors request and assess information necessary to evaluate the fund’s advisory contract.[10]  The Commission has also conditioned many of its rules and exemptions on particular oversight or action by fund boards (and specifically by independent directors) to address conflicts of interest, including certain affiliated transactions and fees funds pay for distribution.[11]  And more recently, the Commission has recognized the importance of independent directors and independent legal counsel to independent directors.[12]

These historical developments have all strengthened the role that independent directors play in ensuring that funds are managed according to investors’ best interests.  Today, directors are critically important in overseeing what the fund is doing, by approving policies and procedures to prevent, detect and stop violations of the federal securities laws, and by responding promptly and effectively to problems that do occur.  We see you as partners in the effort to ensure that investors can invest in funds with confidence.

The Role of Independent Directors in 2016 in Assessing Risks

The asset management industry and funds have been growing and evolving rapidly, and as we confront current risks in the industry, your role is even more important.  Fund assets have increased exponentially, from some $1 billion held by registered funds in 1940[13] to over $18 trillion in assets held by SEC registered investment companies in 2015.[14]  Certain types of funds offered today, like exchange traded funds, could not have even been contemplated in 1940.  Funds’ investment strategies have also evolved, with some increasingly investing in less liquid securities and using more derivatives.  With these developments have come new risks and challenges.

Just as the SEC is taking important steps to recalibrate our regulatory program for funds and advisers to better match the current marketplace, today’s independent fund directors need to be vigilant in considering whether each fund is fully addressing current and potential future risks.  Two recent events serve as good examples of current day operational and liquidity risks for the industry and critical areas of focus for fund directors as well as the SEC.  They also illustrate how, in today’s marketplace, events like these can result in harm very quickly.  They also raise a number of new questions for fund directors related to their oversight of operational risks and liquidity risks–two risk areas that are also a key focus at the SEC today.

The first event occurred late in August when a major service provider was unable to provide timely, system-generated NAVs for several fund families and alternative means of calculating NAVs had to be created.[15]  The second event occurred this past December, when a mutual fund focused on investments in high yield and distressed debt suspended redemptions.[16]  As a director, it is incumbent upon you to consider what these and other risk areas could mean for your fund in the future.  Asking tough questions of fund management now can help ensure that your funds are as prepared as possible and you are informed as to how potential issues would be handled.  It is simply not enough in today’s environment and markets to be reactive to contingencies – we all need to be proactively thinking ahead and planning.

Let me share what I think some appropriate questions may be for directors to ask.  There are some obvious initial questions to ask fund management like how will my fund’s and its service providers’ compliance policies and procedures, business continuity plans and back-up-systems address these situations?  If your funds and their service providers do not have robust plans and procedures, you have some urgent business to attend to.  But even funds that have such plans and procedures in place cannot just declare victory.  No continuity planning or compliance policies and procedures, however thoughtful, comprehensive and well-intentioned, will address every issue and prevent all potential harm.  Directors of funds should also be thinking about and asking fund managers whether these events could happen at your fund, how to prevent them from happening, and how to respond promptly and effectively if they do occur.

Directors should also be going beyond generalities and asking other specific questions.  With respect to potential liquidity issues, boards should ask questions that will enable them to understand whether the funds’ investments are appropriately aligned with their anticipated liquidity needs and redemption obligations.  In doing this, directors should consider the quality of the information that management provides to the board on liquidity, the frequency with which management reports to the board on liquidity, and how management of the funds monitors and manages liquidity risk.[17]  Directors should also be asking themselves whether they understand any links that may exist between liquidity and valuation with respect to the funds they oversee and whether directors are appropriately focused on funds with strategies that may be more likely to face liquidity challenges.  More broadly, advisers and fund boards should carefully consider whether an open-end fund’s investments and investment strategy are appropriate for a fund offering daily redemptions.

With respect to service provider issues that may arise, in addition to asking whether the funds and their service providers have back-up plans,[18] boards should be asking more specifically: Has fund management considered the back-up systems and redundancies of the critical service providers that value the fund, keep track of fund holdings and transactions, and strike NAVs?  Has fund management also considered specific alternate systems or work-arounds that may be necessary to continue operations or manage through potential business disruptions?  Firms today rely on technology and third-party service providers for many key functions, and a failure of just one of those functions can have potentially very serious consequences for funds and their investors.

These two examples of risks boards should consider are just that — examples, and there are many other risks funds face.  One other critical risk is cybersecurity.  Funds rely heavily on their computer networks and, accordingly, fund boards, like so many others in positions of responsibility, need to be carefully considering the range of risks posed to those cyber systems.  In our ever connected, ever more digitized world, cybersecurity is an area of the utmost importance and it is the shared responsibility of all regulators and market participants to safeguard the broader financial system, as well as particular funds, firms and other components of our market infrastructure.  While cyberattacks cannot be entirely eliminated, it is incumbent upon funds and their advisers to employ robust, state-of-the-art prevention, detection, and response plans.  And it is incumbent on independent directors to consider whether the funds, advisers and other key service providers are taking the appropriate steps to do so.

Recent on-point SEC staff guidance encourages funds to assess their ability to prevent, detect and respond to cyberattacks, and details a number of measures funds may wish to consider.[19]  These risks are not just theoretical ones in your space.  We, in fact, saw the problems asset managers can face in this area quite clearly and concretely in an enforcement case we settled in September that charged an adviser with violating Regulation S-P after a hacker stole sensitive information about more than 100,000 individuals from the web server used by the adviser.[20]

Boards should also think more broadly about the emerging problems of tomorrow and what issues they may be missing.  In doing their jobs in 2016, directors need to consider whether the current composition of their boards includes individuals with the necessary diverse skills, experience and expertise and whether to hire subject matter experts as consultants to the board.  As areas such as cybersecurity, derivatives, liquidity, trading, pricing and fund distribution become increasingly complex, boards need to assure that they are equipped to address those challenges.

The questions and concerns I have just outlined are but a few that are worth raising, confirming, or if necessary, resolving for your funds.  As gatekeepers, directors must be aware of the fund’s risks and ask the difficult questions, not only if you see something suspicious or problematic, but also when you simply do not understand. None of us should ever hesitate to ask more questions, and then insist on getting answers that are full, complete and well understood.  That is the kind of searching dialogue that should be – and I assume is – occurring in fund boardrooms all across the country.

Independent Director Oversight, Not Day-to-Day Management

Lest my remarks leave you rethinking whether you really want to be a fund director, let me move to a discussion of what is not expected of you.  While I cannot overstate the importance of directors, especially independent fund directors, fully fulfilling their responsibilities to investors, it also is incumbent on regulators to avoid completely overloading directors with additional responsibilities, or confusing strong oversight with the management of a fund.  It is obviously the fund’s adviser that is typically tasked with day-to-day management of a fund, and it is a fund’s chief compliance officer who is tasked with administering the fund’s compliance policies and procedures as approved by the board.[21]  The role of the board is to provide independent oversight of these and other critical functions, and to approve compliance policies and procedures, not to perform them.

We need to continue to be sensitive to where a director’s oversight responsibility could cross the line into day-to-day management.[22]  Determining an appropriate dividing line is a challenge, one that the SEC is grappling with as we consider proposed reforms designed to address the increasingly complex portfolios and operations of mutual funds and ETFs.

As you know, several of the Commission’s recent rule proposals for the asset management industry reflect the importance of determining an appropriate role of the board in addressing funds’ risks.  Following a proposal last May on enhanced reporting for investment advisers and mutual funds,[23] the Commission proposed liquidity risk management reforms in September.[24]  That proposal includes several requirements for a fund’s board of directors.

The proposal would, for example, require a fund’s board, including a majority of independent directors, to approve its written liquidity risk management program and any material changes to the program, to designate the fund’s adviser or officers responsible for administering the program, and to review annual reports on the effectiveness of the program.  The board would be able to rely on information prepared by the fund’s adviser to assist with these oversight responsibilities.  While some commenters have raised concerns that the proposed rule would impose management responsibilities on the fund’s board of directors,[25] many commenters, including the Mutual Fund Directors Forum, expressed general support for the proposed requirements for board oversight of the liquidity risk management program.[26]  These comments will, of course, be carefully considered as staff prepares recommendations for Commission consideration.

As you know, the Commission approved another proposal in December regarding the use of derivatives by funds.[27]  That proposal also includes an oversight role for fund directors — requiring the board of a fund to approve one of two alternative portfolio limitations on the fund’s use of derivatives and to approve policies and procedures for managing risks associated with the fund’s derivatives transactions.  Comments on the derivatives proposal were due yesterday, and I look forward to considering the views from commenters on the overall proposal, as well as on the specific point of the board’s proposed role.

Another area of current discussion is the appropriate role of the board in ensuring that fund payments to financial intermediaries that are being used to finance distributions are paid pursuant to a rule 12b-1 plan.  Recent SEC staff guidance explicitly addresses this issue and acknowledges that mutual fund boards are typically not involved in the day-to-day negotiations of particular distribution arrangements.[28]  The staff’s view is that the board should focus on understanding the overall distribution process as a whole to inform its judgment about whether certain fees represent payments for distribution and should be able to rely on the adviser and other relevant service providers to provide information about these arrangements.

The board’s oversight function and how directors can best serve as gatekeepers in protecting shareholder interests will remain a key focus for us at the SEC, as we move forward to address current risks in the asset management industry.  I welcome your continued input to help us strike an appropriate balance for the board’s oversight role and ensuring that the board is optimally protecting investors’ interests.  I assume there will be a lively discussion about many of these issues today and tomorrow, and I look forward to hearing the views that are expressed.

The Enforcement Perspective on Fund Directors

Before I close, I want to address one more topic – the enforcement perspective on fund directors.  Let me start by emphasizing again that most fund directors exercise their responsibilities effectively, performing their oversight role with diligence and skill.  And those directors should not fear enforcement, as judgments that directors make in good faith based on responsibly performing their duties will not be second guessed.  But being a director, particularly given the important responsibilities directors perform as gatekeepers, does not provide immunity from charges.  When directors fail to perform their duties, they should expect action to punish and deter such conduct.  Two recent cases brought after I became Chair illustrate some of the areas where directors can fall short.

One settled enforcement case involved eight fund directors, including six independent directors, who were found to have caused funds to violate rule 38a-1, which requires funds to adopt, and boards to approve, meaningful policies and procedures related to fair valuation.[29]  The majority of these funds’ portfolios contained securities that the Investment Company Act requires to be valued at fair value, as determined in good faith by the funds’ directors.  But the directors did not, as required, approve any fair valuation methodology or continuously review the application of an approved methodology.  Instead, the directors delegated this responsibility to a valuation committee of the investment adviser to the funds without setting any parameters or reviewing the committee’s work.  Directors can, of course, be assisted by third parties in carrying out their responsibilities, but their statutory duty to determine fair value cannot be abdicated or put on automatic pilot; it requires attention and diligence.

In another settled enforcement case, four fund directors (including independent directors) were charged with failing to satisfy their obligations under section 15(c) of the Investment Company Act to properly request and evaluate information that is reasonably necessary for the board to approve the terms of an advisory contract — one of the core obligations of fund directors.[30]  The directors did not receive certain materials they had specifically requested from the adviser, failed to follow up, and did not seek to clarify the incomplete, unclear and inaccurate information that they did receive.  The directors nevertheless acted without this critical information and approved the advisory contracts, thereby breaching their obligations to shareholders and the funds.

These cases have generated some controversy and concern that the Commission acted too aggressively.  I don’t agree, and I think a careful review of the facts involved should reassure conscientious directors.  The message of these cases is simply that independent directors must be familiar with and carry out their responsibilities.  In my view, the failures involved were basic ones.  Unlike the directors in these cases, most directors do their jobs, carefully reviewing the briefing materials they receive, asking questions instead of rubber-stamping management recommendations, investigating potential inaccuracies, and following up on unfulfilled requests.  And, for the funds to serve their investors’ interests, directors must discharge their important gatekeeper function, assuring that proper procedures are followed and that the interests of investors are served.   Our enforcement cases, while rare, serve to assure that these responsibilities are fulfilled.

Conclusion

Let me conclude as I started, by thanking you for your service as directors and for the role you play in protecting investors.  Today, I have laid out some of the risks and challenges funds and directors are facing, what is expected from you, and how to strike a balance for directors between management and oversight.  To be sure, your job is a tall order.  We recognize that and are not here to second guess you or to make your jobs impossible to perform.  Your good faith, diligent work as gatekeepers is crucial to the strength of our capital markets—it allows investors to invest with confidence.  It is work that is highly valued by the Commission and critical to fund investors.  Thank you for inviting me and have a great conference.

 


[1]           See Mutual Fund Directors Forum, Press Release, The Mutual Fund Directors Forum Welcomes Jameson A. Baxter as its Newly Elected Board Chair (Mar. 3, 2010), available athttp://www.mfdf.org/images/Newsroom/PressRelease4.pdf.

[2]           See Mutual Fund Directors Forum, About the Mutual Fund Directors Forum, available athttp://www.mfdf.org/about-mfdf/overview.

[3]           Kimberly Burham, Michael Bogdan & Daniel Schrass, Ownership of Mutual Funds, Shareholder Sentiment, and Use of the Internet, 2015, 21 ICI Research Perspective 5 (Nov. 2015), at 2, available at www.ici.org/pdf/per21-05.pdf (“Ownership of Mutual Funds, Shareholder Sentiment, and Use of the Internet”).

[4]           While fund directors directly derive their powers from, and assume certain duties under, state law, directors must fulfill their state law obligations in the context of their specific responsibilities under federal law.  Burks v. Lasker, 441 U.S. 471, 486 (1979) (“[f]ederal courts should apply state law governing the authority of independent directors…to the extent such law is consistent with the policies of the [Investment Company Act of 1940] and [Investment Advisers Act of 1940].”).

[5]           15 U.S.C. §§ 80a-13(a)(3), -15(a), -16(a).

[6]           See, e.g., 15 U.S.C. § 80a-15(a)-(c). See also Division of Investment Management, Securities and Exchange Commission, Protecting Investors:  A Half Century of Investment Company Regulation, 252 (1992), available at http://www.sec.gov/divisions/investment/ guidance/icreg50-92.pdf (“Red Book”); Interpretive Matters Concerning Independent Directors of Investment Companies, Release No. IC-24083 (Oct. 14, 1999), available athttps://www.sec.gov/rules/interp/ic-24083.htm.

[7]           See Investment Company Act of 1940, Pub. L. No. 76-768, 54 Stat. 789 (1940) (codified as amended at 15 U.S.C. § 80a et seq.).  In particular, directors’ responsibilities consisted of: (i) fair valuation of securities for which market quotations were not available; (ii) approval of advisory and underwriting contracts; (iii) approval of auditors; and (iv) approval of the principal accounting officer.  §§ 2(a)(39)(B), 15(c), 32(a)(1), 32(b)(1), 54 Stat. at 796, 812-3, 838-9.

[8]           § 10(a), 54 Stat. at 806. Independent directors were considered to be persons who were not “investment advisers of, affiliated persons of an investment adviser of, or officers or employees” of the fund.  § 10(a).

[9]           See, e.g., Burks, 441 U.S. at 484; Gartenberg v. Merrill Lynch Asset Mgmt., Inc.,  694 F.2d 923, 930 (2d Cir. 1982) (“[T]he expertise of the independent trustees of a fund, whether they are fully informed about all facts bearing on the adviser-manager’s service and fee, and the extent of care and conscientiousness with which they perform their duties are important factors to be considered in deciding whether they and the adviser-manager are guilty of a breach of fiduciary duty. . .”).

[10]          Investment Company Amendments Act of 1970, Pub. L. No. 91-547, § 8(c), 84 Stat. 1413, 1420 (1970) (codified as amended at 15 U.S.C. § 80a-15(c)).  Congress also imposed a fiduciary duty on investment advisers to funds and their affiliated person regarding the compensation they receive, and added the definition of “interested person” to the Act, which strengthened the requirements for director independence.  §§ 2(a)(3), 20, 84 Stat. at 1413, 1428-9 (codified as amended at 15 U.S.C. §§ 80a-2(a)(19), -35(b)).

[11]          See, e.g., rule 17e-1 of the Investment Company Act of 1940 (requiring that a fund’s board of directors, including a majority of its independent directors, (i) adopts procedures reasonably designed to provide that commissions paid to an affiliated broker are fair and reasonable, (ii) makes and approves changes to those procedures as the board deems necessary, and (iii) determines, at least quarterly, that all transactions under the rule during the preceding quarter complied with those procedures).

[12]          See Role of Independent Directors of Investment Companies, Release No. IC-24816 (Jan. 2, 2001), available at https://www.sec.gov/rules/final/34-43786.htm.

[13]          See Red Book, supra note 6at xviii (“In 1940, the industry held only about two billion dollars in assets, including 105 registered management investment companies holding slightly more than one billion dollars in assets.”).

[14]          See Ownership of Mutual Funds, Shareholder Sentiment, and Use of the Internet,supra note 3at 2.

[15]          See, e.g., Stephen Foley, BNY Mellon Close to Resolving Software Glitch, Financial Times (Aug. 31, 2015), available at http://www.ft.com/intl/cms/s/0/47d5860a-4f2b-11e5-b029-b9d50a74fd14.html#axzz43q AUbFRg.

[16]          See Third Avenue Trust and Third Avenue Management LLC; Notice of Application and Temporary Order, Release No. IC-31943 (Dec. 16, 2015), available athttp://www.sec.gov/rules/ic/2015/ic-31943.pdf.

[17]          See, e.g., Risk Management in Changing Fixed Income Market Conditions, IM Guidance Update No. 2014-01 (Jan. 2014), available athttp://www.sec.gov/divisions/investment/guidance/im-guidance-2014-1.pdf.

[18]          See, e.g., Compliance Programs of Investment Companies and Investment Advisers, Release No. IC-26299 (fund and adviser policies and procedures should address, among other things, business continuity plans, and funds must oversee compliance by and approve policies and procedures of fund service providers) (Dec. 17, 2003), available athttp://www.sec.gov/rules/final/ia-2204.htm.  See also, Regulation Systems Compliance and Integrity, Release No. 34-73639 (Nov. 19, 2014) (regulation systems compliance and integrity rule applicable to certain self-regulatory organizations (including registered clearing agencies), alternative trading systems, plan processors, and exempt clearing agencies), available athttp://www.sec.gov/rules/final/2014/34-73639.pdf.  Other regulators have also made efforts to address the operational risks of their regulated entities.  See, e.g., FINRA Rule 4370, available at:http://www.finra.org/industry/business-continuity-planning; NASAA Model Rule on Business Continuity and Succession Planning Model Rule 203(a)-1A or 2002 Rule 411(c)-1A, available at:http://www.nasaa.org/wp-content/uploads/2011/07/NASAA-Model-Rule-on-Business-Continuity-and-Succession-Planning-with-gu….pdf.

[19]          Cybersecurity Guidance, IM Guidance Update No. 2015-02 (Apr. 2015), available athttp://www.sec.gov/investment/im-guidance-2015-02.pdf.

[20]          In the Matter of R.T. Jones Capital Equities Management, Inc., Release No. IA-4204 (Sept. 22, 2015), available at http://www.sec.gov/litigation/admin/2015/ia-4204.pdf.  Regulation S-P generally requires funds, broker-dealers and advisers to adopt policies and procedures to ensure the security of customer information and to protect against anticipated threats to and unauthorized use of that information. Rule 30(a) of Regulation S-P.

[21]          See Rule 38a-1 under the Investment Company Act of 1940 (requiring each fund to appoint a chief compliance officer who is responsible for administering the fund’s policies and procedures approved by the board under the rule).  See also Rule 206(4)-7 under the Investment Advisers Act of 1940 (requiring each adviser registered with the Commission to designate a chief compliance officer to administer its compliance policies and procedures).

[22]          See Red Book, supra note 6at 252.

[23]          See Investment Company Reporting Modernization, Release No. IC-31610 (May 20, 2015), available at http://www.sec.gov/rules/proposed/2015/33-9776.pdf; Amendments to Form ADV and Investment Advisers Act Rules; Release No. IA-4091 (May 20, 2015), available athttp://www.sec.gov/rules/proposed/2015/ia-4091.pdf.

[24]          See Open-End Fund Liquidity Risk Management Programs; Swing Pricing; Re-Opening of Comment Period for Investment Company Reporting Modernization Release, Release No. IC-31835 (Sept. 22, 2015), available at http://www.sec.gov/rules/proposed/2015/33-9922.pdf.

[25]           See Comments on Proposed Rule: Open-End Fund Liquidity Risk Management Programs; Swing Pricing; Re-Opening of Comment Period for Investment Company Reporting Modernization Release, File No. S7-16-15, available at http://www.sec.gov/comments/s7-16-15/s71615.shtml.

[26]          See id.

[27]          See Use of Derivatives by Registered Investment Companies and Business Development Companies, Release No. IC-31933 (Dec. 11, 2015), available athttp://www.sec.gov/rules/proposed/2015/ic-31933.pdf.

[28]          Mutual Fund Distribution and Sub-Account Fees, IM Guidance Update No. 2016-01 (Jan. 2016), available at http://www.sec.gov/investment/im-guidance-2016-01.pdf.

[29]          In the Matter of J. Kenneth Alderman, et al., Release No. IC-30557 (Jun. 13, 2013), available at https://www.sec.gov/litigation/admin/2013/ic-30557.pdf.

[30]          In the Matter of Commonwealth Capital Management, LLC, et al., Release No. IC-31678 (June 17, 2015), available at https://www.sec.gov/litigation/admin/2015/ic-31678.pdf.

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