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Harry Long is the inventor of Structural Arbitrage and Hedged Convexity Capture and is the Managing Partner of Contrarian Industries LLC, a firm that specializes in proprietary trading, systematic investment research, and strategic consulting. Mr. Long is a globally recognized expert on the... More
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  • Adventures at the Frontier of Corporate Governance: Part IV, Conference Call

    (Continued from Part III)

    That evening, I thought about the events of the day. Although I was insulted that Dick hadn’t brought Skip and Kent, I wanted to give him the benefit of the doubt. Maybe it had been an honest oversight. So, I resolved to stay overnight in Detroit and give Dick a call in the morning to give him another chance to keep his word.

    The next day, Dick and I spoke on the phone, and I related how my family and I do business on a handshake and that relationships are based, at their core, on trust. I said that I wanted to give him another chance to keep his word, saying that I believed he had made an honest oversight the day before. I suggested that he send Kent and Skip to meet with me in Detroit.

    Dick quickly disabused me of the notion that it was an oversight. He said that it was an almost three hour drive to Detroit, and that it would be a real inconvenience for Skip and Kent. I was so offended.

    I said, “Dick, I took the whole day, flying up from Florida, then driving two and half hours from Detroit for this meeting, with the clear expectation that Kent and Skip would be present. If I knew that you were going to break your word, I would have never gotten on the plane in Florida. I even spoke to Kevin Kaastra as I was getting on the plane, and he did not mention anything about Skip and Kent not coming to the meeting. After I spent the whole day traveling, for you to say that a three hour drive for them is an inconvenience—an inconvenience that they would never have been subjected to had you brought them in the first place—that is just totally insulting. However, I am prepared to meet them half-way between Detroit and Grand Rapids as a gesture of good will. Relationships are based upon trust. If you don’t keep your word, how am I supposed to trust you? Do I need a written contract from you every time we arrange a meeting?”

    Dick was unmoved by my call for fair treatment. He unequivocally said no to meeting half-way. Maybe we could do a conference call today with Kent and Skip, he suggested. I told him I wasn’t happy about it (why did I need to fly up from Florida for a conference call?), but if that’s all he was willing to do, I would take it. Some hours later, Skip, Dick, Kent, and I were on the phone together.

    Conference Call with Skip, Dick, Kent, and me

    As before, in the interest of brevity, I will summarize the main issues by importance, not chronological order, leaving out the myriad tangents the meeting deteriorated into.


    I asked Kent and Skip the same question I had posed to Dick and Kevin:

    I asked them if they could give me one example of a leveraged financial institution growing a business line in the face of losses and that turning out well. To make it even easier, I said they could give me any example from the past 100 years.

    Kent and Skip both said they couldn’t think of one. When I pointed out the foolhardiness of them pursuing a strategy which they could think of no example of ever working, Kent brought up a local firm which had grown a line as a loss leader, but when challenged, conceded that it wasn’t really an example, since Fremont’s stated goal was to make underwriting profits.


    Early in the conversation, Kent discussed that Fremont had very aggressive (I think he meant conservative) enterprise risk management. Much later in the the call, I challenged that assertion. First, I asked for his calculation of Fremont’s premium to surplus ratio. After some back and forth with Skip over different methodologies, he said their ratio was at 1.74. I said to him that 1.74 was totally unacceptable.

    As COO, how could he ever allow this to occur when personal lines, which accounted for the vast majority of Fremont’s net premiums earned, were losing money? He hemmed and hawwed, then went on the attack. He asked what I thought the premium to surplus ratio should be. Should it be at 1? I told Kent that when Fremont was losing money in major lines, that the premium to surplus ratio should never be approaching 2. I gave him a clear guideline demanded by conservative risk control. When the company is making very low combined ratios, perhaps the premium to surplus ratio can rise a little, but it should never get to 2. When the combined ratio was suffering in major lines, conservative risk control demanded that the premium to surplus ratio drop, perhaps towards 1.5, or even lower.

    Then Kent said something which absolutely terrified me. He said the premium to surplus ratio was nowhere near 2.

    When faced with this type of illogic, it is always key to allow the other person to define the boundaries of reality, rather then tell him that I believe he is nuts. I humored Kent. OK, Kent, what number, in your mind, is getting close to 2? He replied that 1.8 would be getting close to 2.

    Wow, in Kent’s mind, Fremont’s 1.74 is not close to 2, but 1.8 is getting close to 2. Interesting. And he’s COO of a public company.


    Skip was possessed of similar powers of logic. After I argued that Fremont needed to stop growing any line which lost money over 12 months, for two years until the problem was successfully remedied, Skip whipped out his “long term” argument.

    Skip argued that since insurance was cyclical, one needed to see five years of results in a line before knowing if strategy was right or wrong. Clearly, without five years of results, Fremont should not stop premium growth.

    This was too much for me. I told Skip that the conclusion he was drawing from his point was logically asymmetric. If the company needed to see five years of results, before being sure a strategy was right or wrong, wouldn’t that also mean Fremont would need to see five years of profits before determining that it was prudent to grow personal lines? In any case, I told him he that he was out of touch if he thought shareholders would accept five years of losses. GEICO and Progressive didn’t need to lose money for five years in a line before realizing their strategy needed serious changes. Do we really need half a decade? In insurance, five years of losses can kill you.

    Skip didn’t seem to have a clear answer.


    I was struck by how emotional Skip seemed. At one point in the conference call, he started loudly calling me names and making strange accusations. He called me a “wordsmith” multiple times and claimed that I must have a lawyer on the line.

    “DO YOU HAVE A LAWYER ON THE LINE?” he demanded to know. “It sounds like you have a lawyer on the line!”

    “No Skip, I don’t have a lawyer on the line,” I replied. “I try to say things in way that is logical and would bring credit to my arguments anywhere. I have nothing to hide. Feel free to repeat anything I say, since everything I have said to you in this call, I say to everyone. I stand by everything I advocate for Fremont, both publicly and privately.”

    Skip again called me a wordsmith. I had to ask him two or three times to please stop calling me names, and observed that, for him, our discussion seemed like an emotional issue, rather than a business issue.

    I thought this was a teachable moment for Skip.

    “Skip, it is very important for you to understand that people can have principled, sincere disagreements with you, which are based up on facts and company results. You don’t have the right to call me names and make ridiculous accusations, just because we disagree.”

    [I can only imagine how Skip behaves when his colleagues disagree with him. Can Fremont truly have an open exchange of ideas and ways to improve the business, when Skip behaves in such a manner?

    I hope Skip only makes personal attacks against me and never against other employees, but if this is a how he behaves with an investor who he has never met, I can only imagine how he would behave with subordinates and peers. I have never before personally heard such an unprofessional outburst from any other executive at a public company.]


    Kent had a major concern. How would I propose reducing premiums without upsetting agents?

    [Mea culpa here. His question was a bit more drawn out, and I interrupted him a couple of times, since I had laid out the exact turnaround plan in detail in writing two or three times. In addition, hadn’t Dick related anything about our meeting the day before?]

    I asked Skip if he had read my blog, or any of my articles on [which I had emailed to him] where I laid out my plain multiple times point-by-point.

    I replied, as I had the day before:

    1. Send executives to under performing agencies, asking them to cancel their contracts. Since Dick had admitted the day before that the vast majority of agents cancel their contracts when asked, it is a great solution, which no one could object to..

      The under performing agencies are gone, while the agents with good loss ratios are kept, bringing down the average loss ratio and not upsetting good agents.

    2. Then, do a sale and lease-back of the headquarters, thereby freeing up capital that can be used to expand to Indiana, where personal lines could be rationally priced.

    This conference call ended on a funny note as well. As before, I felt that the executives did not have clear, logical answers for not accepting my plan to turn around Fremont’s personal lines.

    After thanking them for their time, I encouraged them, as Charlie Munger once said, to “Think about it a little more, and I think you’ll agree with me, because you’re smart, and I’m right.”


    Disclosure: Harry Long owns FMMH shares directly, through partnerships, and through trusts. To the best of his knowledge, certain of his family members own FMMH shares through partnerships and trusts. Such ownership may change at any time.

    Aug 14 5:20 AM | Link | Comment!
  • Adventures at the Frontier of Corporate Governance: Part III
    [Continued from Part II]

    In the interests of brevity, I will summarize the meeting's issues by importance, not chronological order:

    I. Dick did not offer any explanation or apology for not bringing Kent or Skip. He denied that he had agreed to bring them, then stated that he and Kevin usually handle investor relations.

    II. Examining the issue of underwriting in personal lines seemed to be very emotional for Dick. Even though the meeting’s agenda was about losses in personal lines, it was hard to keep Dick on track. He kept blurting out that the company made money last year as a whole. It was very hard to keep him on track examining the issue at hand. To me, it seemed like he couldn’t bear to hear criticism about personal lines.

    III. Dick seemed very upset about my blog. He told me that it was “hurting the company” and the share price. I told him that was ridiculous. Losses in personal lines were hurting the share price, not the fact that I noticed it and offered strong solutions to fix it.

    Furthermore, I gave him the example of David Einhorn, who Lehman brothers had disparaged and ignored (and also had accused of hurting the share price) when he pushed Lehman to deleverage its balance sheet. Lehman ignored him, with disastrous results. I told him that Fremont’s profits had decreased for two years and that’s why his stock price was down. Later in the conversation, he expressed that he wished I had brought my concerns to him privately, rather than writing about it in articles and blogs. I retorted that it was impossible to do so, since he had not returned my calls for months. He looked embarrassed. I asked him if he took responsibility for the communication breakdown, and he said, “I take responsibility for that.”

    IV. During our conversation, Dick expressed that insurance was cyclical and that there would be losses in certain lines from time to time. I told him that I understood that, but the problem was not losses, but management’s response to losses, which was to grow premiums and put its foot on the accelerator, not the brakes. I expressed that if you’re a General and your forces are getting decimated, you have to retreat and regroup and live to fight another day, not push forward and get your men killed (potentially destroying shareholder capital).

    I expressed to Dick that if he wanted to do a management buyout and practice cowboy risk management with his own money, and increase risk when he ran into losses, that was fine, but doing it with shareholder capital, which he has an ethical and legal fiduciary duty to protect, is unacceptable. In addition, I pointed out that he reminded me of a leveraged oil trader who refuses to reduce leverage as his position moves against him, thereby risking ruin [has Dick ever studied the natural gas trades at Amaranth?]. I commented that even though Fremont’s balance sheet is very clean, that due to the premium to surplus ratio, that he is in a similar position in economic essence, and must reduce risk exposure in the face of losses, not increase it.

    Every single time I brought up the point, Dick responded in myriad ways with essentially the same answer: we may be losing money, but I think growing premiums in personal lines will ultimately pay off. I told him that risk control systems were designed to counter people’s natural tendency to continue to believe they are right, despite evidence to the contrary. I said, I hope you are proven right, but (until you are proven right) when you lose money, reduce risk, get smaller. Until you are proven right, you have to assume you miscalculated. Losses should give you pause. You need to be modest. Humans make mistakes all the time. That’s why risk control has to be a firm set of rules which are strictly adhered to.

    Losses should trigger a cooling off period of no growth, or contraction, followed by an evaluation of the problem and the implementation of solutions. Only when an insurance line becomes profitable for two years running should premiums be grown again. At one point he questioned whether or not I understood insurance, and I said, “my management is not at issue here. Yours is. The burden is on you to prove that your personal lines strategy is right, given that it lost money last year, not on me. My management didn’t make the company lose money in personal lines.” At this point, he went off topic again and kept repeating that the company as a whole made money. Eventually we got back on track.

    Then, Dick just kept repeating in various ways that he thought he was right. I responded that it sounded like he would rather be “right” than make money and that he was in denial. Again, I challenged him to give one example of it ending well at one financial firm over the last 100 years which increased risk when a product line lost money, and he replied, “I can’t think of one off the top of my head.” I told him that it had been many days since I had first asked him. Kevin couldn’t think of an example either since.

    I said that it was rather arrogant to think that management could engage in a strategy (growing a line in the face of losses) which they had no example of ever working and win. I told them that they could not afford to ignore time-tested disciplines, and again gave the examples of AIG, Lehman, Bear Stearns, Wachovia, Banc of America, etc which had doubled down on disastrous bets and lost. Dick looked unimpressed. I told him the fact that he could think of no examples which supported his strategy absolutely terrified me as an investor.

    I asked Dick if he had read the Berkshire Hathaway shareholder letters, and he said he had. I reminded him of what Warren Buffett said about premium volume. Insurance is the only business where growth can be deadly. Unlike a product company, in insurance, you often want to contract. You can’t control pricing, but you can control whether or not you will accept bad rates. When rates are bad, keep your wallet zipped and preserve your capital. As competitors lose money and go out of business or are forced to pull back in the face of losses, capacity exits the industry, prices come back to rational levels, then you grow [I thought to myself, it is rather like waiting for mouth-watering valuations in stocks, rather than chasing around dot com shares with 100 P/E ratios which always lead to disappointment. Didn’t Dick remember, “be fearful when others are greedy, and greedy when others are fearful.”?]

    V. Dick didn’t seem to understand that the relationship between the variables had changed in personal lines. He pointed out that some years back, personal lines were very profitable. I said that was before the Governor had declared a price freeze, essentially declaring war on the Michigan insurance industry and setting a precedent that the government might not allow the rational pricing of risk. I said that the political environment was “brutal”. He said it was “hard”. After some back and forth, he eventually admitted it was “brutal”, but to me, it seemed like it was very emotionally difficult for him to even say the word.

    VI. A few times in the conversation, Dick referred to Fremont as an “agent company”. I corrected him, saying that it was a “shareholder company” and that he had to do what was best for shareholders, not agents, despite the fact that he had three agents on his board.

    VII. Dick seemed to express that even if he wanted to contract premiums (which he didn’t seem to want to do at all), that it might upset agents. I pointed out that many of his competitors had zero growth or contraction, and that his agents would not find this unusual. In addition, I said that at double digit growth rates in personal lines, that he was nowhere near contraction, and that regardless, of course agents like growth--they get more commissions. I said, furthermore, your fiduciary responsibility is to shareholders to protect the capital they have entrusted you with. It shouldn’t even be a question in management’s mind--shareholders have to come first. If it is a question between upsetting agents and losing shareholder capital, you have to protect shareholder capital.

    VIII. I told Dick that, in my view, it was awful for employee morale that I was getting out in front of problems with strong solutions, while he wasn’t. I told him that he needed to show leadership as a CEO and confront problems in personal lines head on. I told him that, furthermore, he needed to clearly communicate with shareholders in a transparent way. He needed to formulate a plan and put out a press release. He said he couldn’t do this, since then competitors would be tipped off to company strategy. I said that was ridiculous. Would reducing premiums in a line with losses really be so revolutionary that competitors would have never heard of such a thing? Warren Buffett discusses it all the time. Few companies regularly follow his example (but the ones that do prosper immensely).

    IX. Dick at one point asked how I would propose to reduce premiums, since it took time. I told him that I would do it exactly as I had advocated publicly:
    1. Send executives to under performing agencies, asking them to cancel their contracts. Dunning admitted that the vast majority of agents, when asked to cancel their contracts, do. The under performing agencies are gone, while the agents with good loss ratios are kept, bringing down the average loss ratio and not upsetting good agents.
    2. Do a sale and leaseback of the headquarters, thereby freeing up capital that can be used to expand to Indiana, where personal lines could be rationally priced.

    X. I expressed to Dick that while Warren Buffett himself might not be able to get a better combined ratio in personal lines in Michigan, that he would recognize reality for what it was and not stick his head in the sand like an ostrich. I said that Buffett would beat a hasty retreat in Michigan personal lines, and expand in a place like Indiana far sooner. I told Dick that he was not paid to be perfect, but rather to recognize and correct mistakes quickly. I told Dick that if he really wanted to grow over the long term, that he needed to protect shareholder capital. I told him that if he impaired the company’s capital base, that he would never be able to grow, even if premium pricing was great. I told him to put his foot on the brakes and regroup. He could always grow again. Dick expressed that expanding to other states is hard. I said, that’s why you’re paid almost a quarter million dollars a year--to do the things which are hard.

    The meeting ended on a funny note. I felt that we were going in circles. Dick had heard my concerns, but I am not sure that he listened in the sense of actually considering there was a probability, however small, that I might be right on a lot of the issues. I have never met someone in the business world in all my years who didn’t reflect on the correctness of strategies which lead to loss in a business line. It was very odd. Either risk control, conservatism, humility, and good sense are in someone’s psyche and DNA, or they aren’t. After that meeting, I do not believe that Dick Dunning is the right person to run Fremont. I find many of his notions about insurance terrifyingly wrong. And evidently, I can’t even expect him to do simple things that he commits to, like bringing Skip and Shantz to the meeting.

    Disclosure: Harry Long owns FMMH shares directly, through partnerships, and through trusts. To the best of his knowledge, certain of his family members own FMMH shares through partnerships and trusts. Such ownership may change at any time.
    Aug 14 5:17 AM | Link | Comment!
  • Adventures at the Frontier if Corporate Governance: Part II

    On June 30, 2009 I had a meeting with CEO Richard Dunning and CFO Kevin Kaastra.

    On July 1, 2009, there was a conference call between me, Richard Dunning, Kent Shantz (COO/handles commercial), and Francis "Skip" Masscucci (VP Personal Lines/handles pricing).


    The substance of the meeting and conference call and my revelations about the motivations, psychology, reasoning, and logical positions of the participants were the most fascinating (and at times bewildering) of my business career.

    I have struggled deeply with how to present them to the kind reader. Would a detailed blow-by-blow account of the events be best, or would a summary be most appropriate? A detailed summary might run into the hundreds of pages and touch upon a myriad of issues which might be of little concern to the intelligent lay reader. A summary might be useless to convey the nuance of various points and the basis for my impressions, observations, and conclusions about what has transpired.

    Instead, I will attempt to present a very detailed account of key points. I want to fairly present some of the main arguments that management made, while pointing out strengths and weaknesses on a strategic, tactical, logical, ethical, factual, psychological, and emotional basis. When citing numbers, I will attempt to refer to handwritten notes made during the conversation. Much of my commentary will be my opinion and analysis of what has transpired. Perhaps the following will say as much about my own thought process as it will that of management. My main goal in the following is not to engage in a conflict of personalities, but to do my ethical duty as an investor to help build shareholder value.


    June 30, 2009 Fort Lauderdale, Florida

    When I woke up in the morning in Fort Lauderdale, I contemplated the big day of travel ahead of me and the gestation of the day’s coming meeting.

    After putting up the blog some weeks before, I was able to speak with Kevin Kaastra and Dick Dunning on the phone for the first time in months (Dick finally returned a phone call). I had expressed to Dick and Kevin that occasional losses in an insurance line happen. However, that was not my main concern. I expressed in the strongest terms possible that my main concern was the company’s reaction to losses, which was to grow net premiums earned (and thereby increase exposure) in personal lines, which had lost over $800,000 last year. I said that the company should put its foot on the brakes, whenever it had a year of losses in an insurance line, rather than putting its foot on the gas and increasing net premiums earned at a double-digit clip.

    In separate phone calls (we were not on a conference call), I asked Dick and Kevin one simple, but powerful question, “Can you give me one example in all of business history of a leveraged financial institution growing a business line in the face of losses and that turning out well?” Both took a few moments to think and expressed that they could not think of one example. I then listed all of the leveraged financial institutions which had grown money-losing business lines, thereby doubling down on bets, which had run into mortal problems: AIG, Lehman Brothers, Bear Stearns, Citigroup, Banc of America, Merrill Lynch, etc, etc. I said that the burden of proof was on management to prove that the strategy of growing net premiums earned was prudent, rather than on me to prove that contracting premiums in the line was good risk control, given that personal lines lost money last year.

    In my conversation with Dick, I said that this latest financial crisis had proven once and for all that the ultimate responsibility for risk management lies with a company’s board of directors, and I requested a meeting with him and with the board. He said that he was not aware of any company in which the board met with investors. I replied with a variety of examples of boards that had met with shareholders, and he just repeated that investor relations would be handled by management and not by directors, refusing my request. I then requested a meeting between me, him, Kevin Kaastra, Kent Shantz, Skip Massucci, and any other underwriters he thought would be helpful to bring. He said yes, agreeing to bring Kent and Skip.


    I called some board members that week. Most of those I spoke with were extremely courteous and friendly. They could not have been more professional when I reached out to them over the phone. One was unaware of my blog, and I told him about the website. I was very pleased to connect with them and to make their acquaintance.

    Unfortunately, one board member, Dr. Monica Holmes, was atrociously rude. She seemed angry and standoffish. For example, when I got Dr. Holmes on the phone at 1:08 PM one afternoon, I introduced myself as a long term shareholder of the company. I said that it was an honor to speak with her, and that I was reaching out to her, because management had refused my request for a meeting with the board and that I wanted to express some concerns with the business to her personally.

    “Could I express to you my concerns with risk control?” I asked.

    She snapped at me angrily, “OK, but make it quick!”

    I was taken aback. You would think that anyone with a pulse in the past few years would be very concerned about risk management at a financial company. Given that she was a director of an insurance company (Fremont), and a business school dean at Central Michigan University no less, I was just shocked. Silently, I was thinking about the possibilities...Was she against risk management? Did she even care? Was she angry that a shareholder whose interests she was legally bound to represent as the director of a publicly traded corporation had the temerity to call her?

    I resolved to give her the benefit of the doubt, imagining that maybe something unspeakable had happened before I called to put her in such a foul mood.

    I explained that at a lot of the problem banks, they continued issue more loans as subprime losses mounted. I expressed concern that Fremont seemed to be continuing to grow personal lines in the face of losses. She then cut me off, seeming very, very upset.

    “Would there be some other time which would be more convenient to talk?” I asked. “I would be delighted to invite you to lunch anytime which would be good for you,” I assured her.

    However, my politeness in the face of her rudeness seemed to make her even angrier. She addressed me in the contemptuous, condescending tone one might use with a student who had fallen asleep during an exam.

    “I will inform Dick Dunning and the Chairman of the Board…. [she fumbled for a moment, seemingly flustered that she couldn’t recall his name]

    “Mr. VanSingel, ” I volunteered, embarrassed on her behalf.

    “Yes, Mr. VanSingel, that you called. You are welcome to bring up your concerns with management. Thank you for calling, have a nice day,” she said as she was hanging up.

    “Thank you for your time,” I replied as she slammed down the receiver.

    Wow. What a conversation. In my opinion, I have never met a board member at any public company with such a lack of good breeding. I just hope that Central Michigan University never chooses her to teach an investor relations class.


    Over coming days, I was taking a road trip through the South, but Kevin Kaastra and me went back and forth over email between bouts of intermittent internet coverage in the countryside. I suggested my lawyers’ offices in Grand Rapids, then they suggested their auditor BDO’s offices as a meeting spot. I informed them that I was bringing my counsel Tracy Larsen to the meeting. They objected. I then agreed not to bring him.

    While boarding my flight in Fort Lauderdale on the morning of the 30th, I called Kevin to confirm our meeting, and he confirmed that it was on, not mentioning any last minute problems or changes. After an uneventful (but delayed) flight, I called Kevin Kaastra to let him know I was running 25 minutes late, rented a car in Detroit, and drove two and a half hours to Grand Rapids.


    June 30, 2009 BDO Seidman Offices, Grand Rapids, MI

    I arrived at BDO’s offices a little after three. As I was speaking with the receptionist, Kevin Kaastra came up and greeted me warmly. After saying hi, I made a quick pit stop, then headed into the conference room. There were Kevin and Dick. But no sign of Kent or Francis. I couldn’t believe it.

    Dick hadn’t brought them. I had made the effort to travel from Florida to Michigan with the clear understanding that Kent and Francis would be at the meeting.  And Dick hadn’t even brought them from Fremont, an hour’s car ride away. The meeting’s agenda was about underwriting in personal lines. Skip is the head of personal lines. It was so insulting and disrespectful. I had expended time and energy to travel long distances to meet with them for the sole purpose of finding common ground on serious business issues which faced Fremont in personal lines.

    Not once in the days before had Dick or Kevin contacted me to let me know they wouldn’t be bringing Kent and Francis. Not in an email, not over the phone, not when I called earlier in the morning to confirm our meeting. It was quite a way to start off—with a proverbial slap in the face. Maybe I’m just old-fashioned. I do business on a hand shake. My word is my bond. I believe it is unethical to make commitments and then not to honor them. It is a way of treating people. Oh, well. I took a deep breath. I need to be the bigger person.

    In retrospect, I should have just walked out and given them four hours to produce Kent and Francis.

    [Continued in Part III]

    Disclosure: Harry Long owns FMMH shares directly, through partnerships, and through trusts. To the best of his knowledge, certain of his family members own FMMH shares through partnerships and trusts. Such ownership may change at any time.

    Aug 14 5:13 AM | Link | Comment!
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