ERISA Stock Drop Suit Defense Tactics Navigating Unsettled Court - - PowerPoint PPT Presentation

ERISA Stock Drop Suit Defense Tactics

Navigating Unsettled Court Treatment of the Moench Presumption, 404(c) Safe Harbor Defense, and Alternative Investment Theory

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Azeez Hayne, Partner, Morgan Lewis & Bockius, Philadelphia Russell L. Hirschhorn, Senior Counsel, Proskauer Rose, New York

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ERISA Stock Drop Suit Defense Tactics - Navigating Unsettled Court Treatment of the Moench Presumption, 404(c) Safe Harbor Defense, and Alternative Investment Claims

Azeez Hayne Morgan Lewis 215.963.5426 ahayne@morganlewis.com Russell L. Hirschhorn Proskauer Rose LLP 212.969.3286 rhirschhorn@proskauer.com

August 2, 2012 5

Today’s Agenda

• Overview of Company Stock Fund Litigation
• Types of claims
• Types of cases
• The presumption of prudence
• The future of “hard-wiring” plan terms
• Case Studies: Citigroup and State Street
• ERISA Section 404(c) Safe Harbor Defense
• Alternative Investment Claims Against DB Fiduciaries

August 2, 2012 6

Types of Claims

• Prudence claims
• Was it a breach of fiduciary duty to fail to diversify? Continue offering

an employer stock fund? Continue to invest when the price was artificially inflated?

• Monitoring claims
• Is there a duty to monitor? Was there a breach of the duty to monitor

appointed fiduciaries?

• Disclosure claims
• Did the plan fiduciaries make a misrepresentation?
• Do the plan fiduciaries have an affirmative duty to disclose financial

information?

August 2, 2012 7

Types of Cases

• Fraud or illegal activities
• Enron, WorldCom, HealthSouth, Syncor
• Failing business/industry downturn/aging business model,

Moench offshoots

• Banks, Ford, GM, Legacy Airlines, Telecoms
• Stock drop/bad investment
• Avaya, IPALCO, Merck
• Industry downturn – E.g., financial institutions and 2008

economic meltdown

August 2, 2012 8

The Moench Presumption of Prudence

• First espoused by the Third Circuit in Moench v. Robertson,

62 F.3d 553 (3d Cir. 1995), and since followed by every circuit to address the issue, courts have routinely reviewed a plan fiduciary's decision to invest in an employer stock fund for an abuse of discretion.

• Lanfear v. Home Depot, Inc., 679 F.3d 1267 (11th Cir. 2012)
• In re Citigroup ERISA Litig., 662 F.3d 128 (2d Cir. 2011)
• Quan v. Computer Sciences Corp., 623 F.3d 870 (9th Cir. 2010)
• Pugh v. Tribune Co., 521 F.3d 686 (7th Cir. 2008)
• Kirschbaum v. Reliant Energy Inc., 526 F.3d 243 (5th Cir. 2008)
• Edgar v. Avaya, Inc., 503 F.3d 340 (3d Cir. 2007)
• Kuper v. Iovenko, 66 F.3d 1447 (6th Cir. 1995)

August 2, 2012 9

Rebutting the Presumption of Prudence

• Moench:A plaintiff may introduce evidence that “owing to circumstances not known to

the settlor and not anticipated by him [the making of such investment] would defeat or substantially impair the accomplishment of the purposes of the trust.”

• Avaya: Plaintiffs’ allegations, even if true, indicated that the company was undergoing

corporate developments that were likely to have a “negative effect” on company earnings and thus on the company stock value. This was not the “type of dire situation which would require defendants to disobey the terms of the plan by not offering the Avaya Stock Fund as an investment option . . . .”

• Kuper: A plaintiff may rebut the presumption of reasonableness by showing that a

prudent fiduciary acting under similar circumstances would have made a different investment decision.

• Reliant Energy: “We do not hold that the Moench presumption applies only in the case
• f investments in stock of a company that is about to collapse. The presumption,

however, is a substantial shield. “[T]here ought to be persuasive and analytically rigorous facts demonstrating that reasonable fiduciaries would have considered themselves bound to divest. Less than rigorous application of the Moench presumption threatens its essential purpose.”

August 2, 2012 10

Rebutting the Presumption of Prudence (cont’d)

• Tribune: A plaintiff “must show that the ERISA fiduciary could not have reasonably

believed that the plan’s drafters would have intended under the circumstances that he continue to comply with the ESOP’s direction that he invest exclusively in employer securities.”

• Home Depot: A plaintiff had to “show that the ERISA fiduciary could not have believed

reasonably that continued adherence to the ESOP’s direction was in keeping with the settlor’s expectations of how a prudent trustee would operate.”

• Computer Sciences: “To overcome the presumption of prudent investment, plaintiffs

must therefore make allegations that clearly implicate the company’s viability as an

• ngoing concern or show a precipitous decline in the employer’s stock . . . combined

with evidence that the company is on the brink of collapse or is undergoing serious mismanagement.”

• Citigroup: “We believe that only circumstances placing the employer in a ‘dire

situation’ that was objectively unforeseeable by the settlor could require fiduciaries to

• verride plan terms.”

August 2, 2012 11

Applying The Presumption On A Motion To Dismiss

• Four Circuits and many district courts have applied the

presumption of prudence at the motion to dismiss stage.

• Lanfear v. Home Depot, Inc., (11th Cir. 2012)
• In re Citigroup ERISA Litig., (2d Cir. 2011)
• Quan v. Computer Sciences Corp., (9th Cir. 2010)
• Edgar v. Avaya, Inc., (3d Cir. 2007)
• But seePfeil v. State Street Bank, 671 F.3d 585(6th Cir. 2012)

August 2, 2012 12

“Hard-Wiring”

• To hardwire a plan document means to remove absolutely

all discretion from the plan fiduciaries to make any adjustments to the company stock fund

• Settlor function?
• Moench declined to rule on the issue
• Does hard-wiring negate any duty to override – e.g., district

court’s decision in Citigroup?

• Or does hard-wiring impact whether and when there is a

duty to “override” or sell – e.g., Quan v. CSC?

August 2, 2012 13

The DOL’s View

• The duty to diversify is distinct from the duty of prudence
• Moench does not apply imprudent selection of stock fund
• Moench deviates from ERISA’s explicit prudence requirement,

and improperly creates a burden-shifting, heightened pleading standard

• If Moench applies, it should be applied as an evidentiary

standard, not pleading standard

• A stock fund cannot be hardwired because fiduciaries are

required to follow plan documents only to the extent consistent with ERISA

August 2, 2012 14

The Disclosure Claims

• The DOL and plaintiffs’ bar contend that plan

fiduciaries have an affirmative duty to disclose nonpublic financial information

• Plaintiffs allege that SEC statements are fiduciary

communications that misrepresented the value of the company’s stock

August 2, 2012 15

The Disclosure Claims (cont’d)

• No duty to disclose inside information . . .
• Several courts have rejected plaintiffs’ theory that, in order to

comply with both securities law and ERISA, plan fiduciaries need to disclose to participants certain corporate information that has not been disclosed to shareholders generally.

• Several courts have not been willing to facilitate what could be

construed as systemic insider trading. In the words of the Ninth Circuit, “fiduciaries are under no obligation to violate the securities laws in order to satisfy their ERISA fiduciary duties.”

August 2, 2012 16

Case Study No. 1 Pfeil v. State Street Bank, 671 F.3d 585(6th Cir. 2012)

• Plaintiffs alleged that State Street breached its fiduciary duty by continuing to

allow participants to invest in GM common stock even though reliable public information indicated that GM was headed for bankruptcy

• Sixth Circuit previously adopted the presumption of prudence in Kuper
• Sixth Circuit concluded that plaintiffs pled facts to overcome the presumption
• Sixth Circuit determined that it need not decide whether the presumption

creates a heightened pleading standard

• Sixth Circuit nevertheless takes the opportunity to offer its advice in dicta
• The Sixth Circuit also held Section 404(c) is not applicable at the pleadings

stage because it is an affirmative defense and plaintiffs did not raise it in the complaint.

• Even if the plans satisfied Section 404(c)’s requirements, a safe harbor defense

does not apply because it does not relieve fiduciaries of the responsibility to screen investments.

August 2, 2012 17

Case Study No. 2 In re Citigroup ERISA Litig., 662 F.3d 128 (2d Cir. 2011)

• Plaintiffs alleged breach of fiduciary duty by continuing

to offer Citigroup stock when company faced large exposure to subprime loans.

• Second Circuit held that defendants did not act in

fiduciary capacity because plan’s terms required including employer stock option.

• Second Circuit held that even there was a duty to
• verride, plaintiffs’ allegations were not sufficient to
• vercome the presumption of prudence because the

alleged losses did not plausibly threaten Citigroup’s existence during class period.

August 2, 2012 18

Case Study No. 2 (cont’d)

• Second Circuit held that hard-wiring does notimmunize a fiduciary

from any duty to override plan documents.

• Second Circuit adopted Moench presumption and held it is a

“substantial shield” to the claim that fiduciaries should not have invested or should have diversified investments in employer stock.

• Second Circuit held that the fiduciary duty to follow plan terms

and the strength of the Moench presumption varies based on the degree of discretion plan terms grant fiduciaries to invest.

• With respect to the plaintiffs’ disclosure claims, the Court ruled

that defendants did not have any affirmative duty to disclose to plan participants nonpublic information regarding the expected performance of Citigroup stock.

August 2, 2012 19

Pending & Anticipated Petitions for Certiorari

• Citigroup plaintiffs filed a petition for certiorari on June 22,

2012.

• If State Street decides to file a petition, it is due on August

25 under the current schedule.

August 2, 2012 20

INTRODUCTION TO SECTION 404(c)

• ERISA section 404(c), 29 U.S.C. 1104(c)

– Immediately on the heels of section 404(a)’s prudence standard: In the case of a pension plan which provides for individual accounts and permits a participant or beneficiary to exercise control over the assets in his account, if a participant or beneficiary exercises control over the assets in his account (as determined under regulations of the Secretary)

A) such participant or beneficiary shall not be deemed to be a fiduciary by reason of such exercise, and (B) no person who is otherwise a fiduciary shall be liable under this part for any loss, or by reason of any breach, which results from such participant's or beneficiary's exercise of control.

August 2, 2012 21

INTRODUCTION TO SECTION 404(c)

– Exhaustive set of companion DOL regulations, 29 C.F.R. § 2550.404c-1, et seq.

• Outside of the regulations is somewhat notorious “Preamble”

commentary from the Secretary, more on that later.

• Not easily satisfied, some fiduciaries/plan sponsors think not worth the

effort.

August 2, 2012 22

CAUSATION, CAUSATION, CAUSATION

• Interesting/useful parallel can be found in ERISA

section 409(a), 29 U.S.C. § 1109(a), which works with section 502(a)(2), 29 U.S.C. § 1132(a)(2), to determine when fiduciary can be liable “to the plan” for a fiduciary breach.

– “any person who is a fiduciary with respect to a plan who breaches any of the responsibilities . . . imposed upon fiduciaries . . . shall be personally liable to make good to such plan any losses to the plan resulting from each such breach”

August 2, 2012 23

CAUSATION, CAUSATION, CAUSATION

• Provisions central to Congress’ effort to afford plan sponsors

means to provide retirement income without costs and/or liabilities associated with defined benefit pension plans.

• Goal (at least according to defense counsel) is to impress risks

associated with investments on participants.

August 2, 2012 24

THRESHOLDINTERPRETIVE QUESTION

• Where the rubber meets the road.
• DOL’s aggressive stance formerly based on

“preamble” to the regulations.

– Regulations provide that fiduciaries are relieved of responsibility for losses that are the “direct and necessary result” of a participant’s exercise of control. 29 C.F.R. § 2550.404c-1(d)(2)(i). – DOL contends that Section 404(c)'s safe harbor protection is unavailable to fiduciaries engaged in the “act of limiting or designating investment options ... [because this activity] is not a direct or necessary result of any participant's direction of such plan.” Final Regulation Regarding Participant Directed Individual Account Plans (ERISA Section 404(c) Plans), 57 Fed. Reg. 46,905, 46,924 n.27 (Oct. 13, 1992).

August 2, 2012 25

THRESHOLDINTERPRETIVE QUESTION

– In other words, 404(c) cannot insulate threshold investment decisions from fiduciary breach claims because participant typically plays no role in determining investment options on the plan’s investment lineup.

August 2, 2012 26

AT THE THRESHOLD . . .

• The Courts of Appeals Weigh In:

– In Re Unisys Savings Plan, 74 F.3d 420 (3d Cir. 1996).

• Prior to promulgation of 404(c) regulations, CTA3 puts down an

indelible marker on the statutory construction question.

• “There is nothing in section 1104(c) which suggests that a breach
• n the part of a fiduciary bars it from asserting section 1104(c)'s
• protection. On the contrary, the statute's unqualified instruction

that a fiduciary is excused from liability for 'any loss' which 'results from [a] participant's or [a] beneficiary's exercise of control‘ clearly indicates that a fiduciary may call upon section 1104(c)'s protection where a causal nexus between a participant's or a beneficiary's exercise of control and the claimed loss is demonstrated.”

August 2, 2012 27

AT THE THRESHOLD . . .

• Also draws support from ERISA’s parallel causation provisions.
• “This requisite causal connection is, in our view, established

with proof that a participant's or a beneficiary's control was a cause-in-fact, as well as a substantial contributing factor in bringing about the loss incurred.”

• Absolutely no room for contrary judicial or regulatory

interpretation because language 404(c) is “plain.” Brand X.

August 2, 2012 28

AT THE THRESHOLD . . .

• Langbecker v.EDS, 476 F.3d 299 (5th Cir. 2007).

– 23(f) appeal of class certification order raising conflict questions given varied participant instructions.

• “Neither ERISA's remedy provision, § 502(a)(2), nor § 404(c) articulates

an exception to the availability of the § 404(c) defense when a plaintiff sues on behalf of a plan.”

• “A plan fiduciary may have violated the duties of selection and monitoring
• f a plan investment, but § 404(c) recognizes that participants are not

helpless victims of every error.”

• “The DOL footnote would render the § 404(c) defense applicable only

where plan managers breached no fiduciary duty, and thus only where it is unnecessary.”

August 2, 2012 29

AT THE THRESHOLD . . .

• “Section 404(c) contemplates an individual, transactional defense in these

situations, which is another way of saying that in participant-directed plans, the plan sponsor cannot be a guarantor of outcomes for participants.”

– Participant direction yields conflicts requiring vacating of class certification order.

August 2, 2012 30

AT THE THRESHOLD . . .

• Hecker v. Deere, 556 F.3d 575 (7th Cir. 2009).

– 404(c) “lite.” Court looks at lineup and says no possible breach before reaching 404(c). 404(c) just a narrow exposition of causation defenses elsewhere enshrined in ERISA. – Citing Unisys and Langbecker, “[e]ven if § 1104(c) does not always shield a fiduciary from an imprudent selection of funds under every circumstance that can be imagined, it does protect a fiduciary that satisfies the criteria of § 1104(c) and includes a sufficient range of

• ptions so that the participants have control over the risk of loss.”

– “Given the numerous investment options, varied in type and fee, neither Deere nor Fidelity (assuming for the sake of argument that it somehow had fiduciary duties in this respect) can be held responsible for those choices.”

August 2, 2012 31

AT THE THRESHOLD . . .

– 404(c) can be raised on 12(b)(6). – CTA7 on rehearing tells DOL to go back to the drawing board --“it should go without saying that the Secretary is free to propose and enact new regulations.”

August 2, 2012 32

AT THE THRESHOLD . . .

• DeFelice v. US Airways, 497 F.3d 410 (4th Cir. 2007).

– Court of Appeals affirming judgment for defendants in stock drop suit brought after plan sponsor filed for bankruptcy.

• Compelling example how poorly employer stock drop suits have

fared at trial.

– The slender reed. CTA4, in dictum, adopts DOL position.

August 2, 2012 33

AT THE THRESHOLD . . .

• “Although the Plan comported with section 404(c) of ERISA, which

limits the liability of fiduciaries for actions undertaken as a direct result of investment instructions given by participants . . . this safe harbor provision does not apply to a fiduciary’s decisions to select and maintain certain investment options within a participant-driven 401(k) plan.”

August 2, 2012 34

AT THE THRESHOLD . . .

• Renfro v. Unisys, 671 F.3d 314 (3d Cir. 2011).

– Court of Appeals affirms judgment for defendants in fees and expenses suit.

• Again 404(c) lite?
• Because plan offered a reasonable range of investment options

with a variety of risk profiles and fees, no plausible claim of breach of fiduciary duty.

• Musings on 404(c)
• Court notes that prior Unisys opinion decided prior to DOL

issuance of regulations.

August 2, 2012 35

AT THE THRESHOLD . . .

• Plaintiff-Appellants in Renfro insisted that Court should defer to

Secretary of Labor’s then current position, despite Unisys’ argument that clear statutory text left no room for DOL interpretation.

• Court of Appeals refused to reach the issue, given holding that

district court properly dismissed the complaint for the above-stated reasons.

August 2, 2012 36

AT THE THRESHOLD . . .

• Howell v. Motorola, 633 F.3d 552 (7th Cir. 2011).

– Affirming judgment of dismissal in stock drop litigation, Seventh Circuit does curious about-face on 404(c), given Hecker v. Deere. – “The language used throughout section 404(c) . . . creates a safe harbor only with respect to decisions that the participant can make. The choice of which investments will be presented in the menu that the plan sponsor adopts is not within the participant’s power.” – “Thus, . . . We agree with the . . . Secretary of Labor . . . that the selection of plan investment options and the decision to continue

• ffering a particular investment vehicle are acts to which fiduciary

duties attach, and that the safe harbor is not available for such acts.”

August 2, 2012 37

AT THE THRESHOLD . . .

– But, again, 404(c) “lite:” – Because plan participants always were entitled “to move their dollars away from the Motorola Stock Fund into a different fund on a daily basis,” continuing to make Motorola stock available not a breach of fiduciary duty.

August 2, 2012 38

AT THE THRESHOLD . . .

• Pfeil v. State Street Bank and Trust Company, 671

F.3d 585 (6th Cir. 2012).

• Move along citizens, nothing to see here:
• Moreover, even if the plans satisfied the regulations to

qualify as section 404(c) plans, we hold that the safe harbor defense does not apply under the circumstances because it does not relieve fiduciaries

• f the responsibility to screen investments. The

Seventh Circuit recently held that “the selection of plan investment options and the decision to continue offering a particular investment vehicle are acts to which fiduciary duties attach, and that the [section 404(c) ] safe harbor is not available for such acts.”

August 2, 2012 39

DETAILS, DETAILS, DETAILS . . .

• Strict compliance with all “25” requirements of 404(c)?
• Regulatory requirements to 404(c) are exhaustive.
• Generally speaking, and details beyond scope of this

presentation, must show:

• An Eligible Individual Account Plan
• Broad range of investment alternatives (varying risk/return

characteristics) (only need three – Renfro v. Unisys).

• Opportunity to transfer money as between the investment

alternatives.

• Perhaps don’t need to satisfy every requirement if not central to

the dispute.

• DOL – Plan will not lose 404(c) protection simply because one

investment option fails to comply with regulations. See 57 Fed. Reg. 46906, 46928.

August 2, 2012 40

DETAILS, DETAILS, DETAILS . . .

• Jenkins v. Yager, 444 F.3d 916 (7th Cir. 2006)(“although

section 404(c) and its accompanying regulation . . . create a safe harbor for a trustee, we see no evidence that these provisions necessarily are the only possible means by which a trustee can escape liability for participant-directed plans.”).

August 2, 2012 41

DETAILS, DETAILS, DETAILS . . .

• Query – fail to prove 404(c) compliance raises specter

that the participants are, in fact, subject to counter/cross claims for fiduciary liability? After all, they exercise discretionary control over their investments.

• An ounce of prevention is worth a pound of cure.
• The complaint that compliance “too costly” and of

uncertain utility may not hold water.

• Perhaps Supreme Court needs to resolve.

August 2, 2012 42

New 404(a)/(c) final regulation

• According to the new regulation, the safe harbor provision of

1104(c) “does not serve to relieve a fiduciary from its duty to prudently select and monitor any service provider or designated investment alternative offered under the plan.” 29 C.F.R. Part 2550 (Oct. 14, 2010), at 132; § 2550.404c-1(d)(2)(iv).

• But see QDIA regulation, goes further – “Nothing in this section shall

relieve any fiduciary described in paragraph (e)(3)(i) of this section from its fiduciary duties under part 4 of title I of ERISA or from any liability that results from a failure to satisfy these duties, including liability for any resulting losses.”

August 2, 2012 43

New 404(a)/(c) final regulation

• Wait, what did you say? Participants control fees per DOL?
• “The Department believes that the available research provides

an insufficient basis to confidently determine whether or to what degree participants pay inefficiently high investment prices.” 75 Fed. Reg. 64931.See also id. at 64928 (“The Department expects the regulation to produce substantial additional benefits, in the form of improved investment decisions, but the Department was not able to quantify this effect.”).

August 2, 2012 44

Motivation for Alternative Investments Possible Next Wave of Litigation

• So What Happened?
• Returns on traditional investments did not meet expectations
• Falling interest rates
• More sophisticated investment offerings and analysis
• Risk analyses
• Diversification
• Consultants
• Corporate pressure to avoid/minimize employer contributions

August 2, 2012 45

Alternative Investments

• Categories
• Hedge Funds, Private Equity, Derivatives
• Prevalence – Recent GAO Report
• 60% of large plans ($1B+) invest in Hedge Funds
• Higher returns
• Steadier, less volatile returns
• Diversification
• 92% of large plans invest in Private Equity

August 2, 2012 46

Alternative Investments

• Prevalence – Recent GAO Report
• Average Allocations
• 2010 – 5% to Hedge Funds
• 2010 – 9% to Private Equity
• Q4, 2008
• S&P 500 – lost 40%
• Hedge Fund Index – lost 16%
• Private Equity Index – lost 15%

August 2, 2012 47

Alternative Investments – So What’s the Problem?

• What happens when investments do not perform as

expected?

• Benchmarking
• Relative performance to external indices
• Relative performance to peer plans
• Sometimes, when things go wrong, they go very wrong.

August 2, 2012 48

Alternative Investments – So What’s the Problem?

• Palmason v. Weyerhaeuser (W.D. Wash.)
• Allegations:
• DB Plan breach of fiduciary duty claims
• More than 80% invested in hedge funds and private equity
• Q4, 2008, portfolio lost $2 billion
• Not challenging any particular investment as being imprudent
• The entire portfolio and investment strategy is being

challenged

• Fiduciaries owe the plan $2 billion
• Test case

August 2, 2012 49

Alternative Investments – So What’s the Problem?

• Palmason v. Weyerhaeuser
• Investment strategy has remained the same for more than 25

years

• Endowment model
• Investment strategy has substantially outperformed peers and

benchmarks over the long term

• Exceeds S&P 500 returns by 3% per year, on average
• Lower volatility
• Recovered 2008 losses

August 2, 2012 50

Alternative Investments – So What’s the Problem?

• Palmason v. Weyerhaeuser
• Why bring this case in the first place?
• Palmason’s benefits are secure
• Plan is more than 100% funded
• His benefits are guaranteed by PBGC
• Obvious answer:
• $2 billion
• Palmason will see none of it
• Constitutional standing?

August 2, 2012 51

Alternative Investments – So What’s the Problem?

• Fiduciary duties with respect to alternative investments?
• Duty of care
• Duty of loyalty
• But more/different analysis required
• Nature of the investment
• Performance metrics
• Legal and operational due diligence
• “It was too complicated” and “I didn’t understand it” may not

be the best answers.

August 2, 2012 52

Alternative Investments – So What’s the Problem?

• Risks
• Past performance is no guarantee of future results
• Market efficiencies as investments grow in popularity?
• Some traditional metrics, some not:
• Historical performance
• Volatility, standard deviation, beta
• Skew, kurtosis, tail risk, Sharpe ratio, information ratio
• Liquidity risk
• Correlation

August 2, 2012 53

Alternative Investments – So What’s the Problem?

• How are plan fiduciaries supposed to evaluate:
• Whether to invest in hedge funds or private equity?
• Which hedge funds or which private equity?
• How much?
• Risk budget
• Percent limits
• Dollar limits
• Fees
• May be negotiable
• Next wave of litigation?

August 2, 2012 54

Alternative Investments – So What’s the Problem?

• What is the purpose of the investments?
• Increase returns
• Reduce volatility
• Hedge other risks
• Investment risks
• Interest rate risks (liability-driven investing)

August 2, 2012 55

Alternative Investments – So What’s the Problem?

• These questions may require expertise that was not

previously expected of “regular” fiduciaries

• Consultants giving advice/recommendations
• Education of plan fiduciaries
• Investment advice
• Third-party fiduciaries
• Increased litigation between plan sponsor fiduciaries and

third-party fiduciaries

• Very important change from historical expectations

August 2, 2012 56