OFFICE OF THE MISSISSIPPI SECRETARY OF STATE

SECURITIES DTVISION

IN THE MATTER Otr:

ADMINISTRATIVE PROCEEDING
NO. LS-12-0454
MORGAN STANLEY SMITH BARNEY LLC
RESPONDENT

CONSENT ORDER

WHEREAS, the Securitjes Division

ofthe 0fEce ofthe Mississjppi Secretary of

State ("Divisjon"] has the authority to administer and enforce the provisions

ofthe

Mississippi Securities Act ("Aet"), Miss. Code Ann.55 75-71-101 etseq.; and
WHEREAS, Morgan Stanley Smith Barney LLC ("It

or 'BeSIe!!Le!!"J I is registered

as a

glgaDsadey"

or t}le

"EI!o"

broker-dealer firm in the State of Mississippi and

is notice-filed in Mississippi as an investment adviser firm registered with the

tlnited

States Securities and Exchange Commission ('SEC"); and

WHEREAS, the Division has investigated certain investment recommendations

and/or sales practices involving certain financial advisors in Morgan StarJeys

Rjdgelahd, Mississippi branch office who were under the supervision

oftle Firm

during December 2007 througl )une 2012; and

1OD JuD. I, 2009, Morgan Stanlcy a.d Citigrodp .onFibutcd thc Global Wealtb Ma.ageftat
c.oDp of MorSan
Stanley & C6. Lcorponto4 [ow hoslr a! Moar Sianley & Co. Lrc, ad the SEitb Bamey Dvision of Citigroup
Global M.rkct! Inc., rActively, into Morgu StaDlcy Snith Bamey Lrc. Morgan Shrncy.ow owtrs, tbmugh ir!
subsidiarica, I 00% ofMorgan Stanly Snith B{mley LLC.

WHEREAS, Morgan Stanley has cooperated with the Diyision's investigation by

responding to inquiries, providing documentary evjdence and othcr mate.ials, and

providing the Divisiol1 with access to facts re)ating to the investigation; and
\ITHEREAS, Moryan Star]ey has updated its policies and procedures governing
Custom Pordolio/Pordolio Management accounls, and has eDhaDccd its technology since
2008; and

tlis

TIEREAS, Morgan Stanley has advised the Divisjon

ofits agreement to resolve

matter witiout the expense and delay formal proceedings would involve; and
WHEREAT Morgan Star ey elects to permanently waive any right to a hearingand

appeai with respectto this Consert Order (the

"oIkI");

and

WHEREAS, Morgan Stanley, solely for the purpose of concluding this open

matter with the Division and witlout admitting or denying

tle

Conclusj ons of Law set forth herein, agrees to take certain

and consents to the terms and condidons

Findings ofFact and

cti ons

escri bed

h e

rei n,

ofthis Order; and

NOW, THEREFORE, the Divisiorl as AdminisEator of

tie

Acq hereby enters this

Order:

r.
1.

luRlsDtcTIoN

The Division is authorized to administer

tle Act

and to regulate the offer

and sale ofsecurities in Mississippi includingt}le firms and persons who offer and sell

securities orwho proyide investment advice regarding secudties.

2.

Morgan Stanley is subject to jurisdiction under the Act as a registe.ed

broker dealer and a notice.filed investment adviser firm.

II,
3.

FINDINCS OF FACT

ln response to customer complaints, the Division conducted

compr_ehensive, multi-year investigation into certajn sales and investment practices

involying certain financial advisors who were under

Lhe

super\,rsjon oFthe Firm and who

worked in the Ridgeland, Mississippi branch offrce fcurrently ]ocated at 1018 Highland
Colony Parh^,ay, Ridgeland MississippiJ during December 2007 through June 2012.

4.

Fred E. Brister was the Branch Manager at Morgan Stanley's Ridgeland

office starting in March 2007. As the IJranch Manager during the time in question,
Brister was responsible for supervising the flnancial advisors at Morgan Stanley's
Ridgeland O,'fice. Brister has recently retired from the Firm.

5.

In 2007, Brister recrurted Steven Wyatt to join Morgan Stanley's

Ridgeland Office. Brister also recrujted Wyatt's partner Hjlary Zimmerman and an

administrative assistant of Wyatt and Zimmerman. Before jojning Morgan Stanlcy,

Wyatt and Zimmerman were registered broker dealer agents and investment adviser
representativcs with Smith Barney in Jackson, Mississippi. Morgan Stanley and Smith
Barney were separate firms jn December 2007 at the time.

6.

While at Smith Barney, Wyatt managed discretionary, fee-based

investment accounts

as

well as non-discretionary, commission_based investment

account\. He was origindlly a "G!.[lc!LPodqU!" rranager and later became a portfolio

manager in Smith Barney's "Portfoljo Management" program in ruhich he managed an
aggressjve growth portfolio which generated high returns for customers, parlicularly

between 2002 and 2007. wyatt and Zimmerman had a partnership and revenue sharing
affangement with regard to certain discretionary and non discretionary accounts

7.

Brister expected Wyatt and Zimmcrman lo move their cLrstomer accounts

from SmiLh Barney to Morgan Slanley. Morgan Stanley had a managed portfolio program
described as "Custom Portfoljo" ["!.P"J u,hich was simi]ar to the Smith Barney Portfolio
Management program. When Mr. Wyall joined Morgan Stanley ln 2007, Brister lvas not
a CP manager

himselfand had nol previoLrsly superyised a CP manager. Mr. Brister

received training and instnrctions on the CP program consjsting ofa conference call

with the

CP

group and reviewlng the

CP

policies and procedLlres before Wyatt joined the

Firm. Mr. Brister also participated jn ongoing conFerence calls and trajning courses. Mr.
Brister became a CP manager in 2011-

Wyatt and Zimmerman were to continue in

a revenue

sharing

arrangement with regard to ccrta,n accounts that were transferred to Morgan stanley.

9.

when they jolned the Firm in December 2007, Wyatt atld Zimmerrnan

recerved substantial up-front money and executed promissory notes and bonus
agreements. Wyatt and Zimmerman were eligjble to receive additional promissory

rotes and bonus agreements based on their future production and assets under
manaSement.

10.

Wyatt and Zjmmerman initially opened 246 accounLs within lhe

CP

program for former Smith Bamey customers which Wyatt would nranage Llsing his
stated strategy. These accounts were also referred to as \ /yatt Group accounts.

11.

In o.der to transfer the accounts from Smith Barney to Morgan Stanley,

new customer information was required to be entered into [4organ Stanley's system.

This information included customer investment obiectives, risk tolerances, financial and
other personal information used, in part, to aid in the determination ofwhether cerlain

investments and Wyatt's stated strategy were suitable for the customer. ln some
instances dudng the account opening process, customer information was entered that
w-as inaccurate. The inaccurate clrstomer

by the

!irm

jnformation was rlol detected or questioned

at account opening although the Firm had systems in place to provide the

profile inforrnation to the customers lor them to revie\ , the information and correct any
inaccuracies,

L2.

As

part ofthe

CP

approval process, Wyatt completed an application ln

December 2007 in whjch he described his investment style, philosophy and process. At
times between 2009 to 2011, Wyatt did not follow lhe description of the process
described in this application. There were jnstances \

tere the Firm did not verily or

question how closely Wyatt was following his philosophy and process

13.

While at Morgan Stanley, Wyatt employed tlvo portfolios in the

CP

program - an aggressive portfolio and a balanced/growth portfoijo (the "Wyatt Group

Portfolios"). Most investors invested in the aggressive growth portfolio, which involved
very aggressive, short term trading wlth high turn_over and may havc bcen unsuitable
for investors with low risk tolerances. Some customers did not fully understand the risks
associated with the nature of WJ,att's trading strategy.

14.

Wyatt was primarily responsible for managing the investments in the

CP

accounts. Zimmerman's role in the partnel-ship \ras to manage some olthe clienl
relationships and to attract new customers in the

15.

CP

program

Wyatt's trading strategy and his misunderstanding of ce(ain aspects of

Morgan Stanley's trading platform resulled in compliance issues and problems with his

trading acfivities prjmarily between 2009 to 2010. Wyatt's trading trigSered numerous

exception reports, which regularly flagged his CP accounts for review for items such as
turnover, ffade errors and trade adjustments, While the Firm took steps to assist Wyatt
and rectify these issues, it took some lime for Morgan Stanley to adequately address

certain issues conceming Wyatt's trading activity in his clients'

16.

CP accounts.

Pursuant to Morgan Stanley's policies, Brister delegated most ofhis day.

to- day supervision functlons withjn

tie

Ridgeland Office, including supervision of Wyatt

and other agents to tIe Complex Risk officer. Although thjs person was not a CP
manager, nor had she previously supervised a CP managel she received training and

instructions on the
reviewing the

CP

CP

program consisting ofa conference call with tle

CP

goup and

policies and procedures before Wyatt joined the Firm. She also

participated in one-on-one training wjth the

CP

grorlp and conferred with another

Complex Risk Ofncerthat had previously supervised CP accounts.

77.

In early 2 009 as

result of the 2008 market crash, Morgan Stanley sent

letters to Wyatt's customers detailirgthe

CP

accountlosses and allegedly began an

outreach to certain customers ofthe Firm that sustained losses in their managed
accounts, as well as certain customers invested in Wyatt's CP portfol,o. Morgan Stanley
may have contacted certain customers to confirm the suitabilify oftheir investments, to

verify that t}ley unde$tood the risks and losses in their accounts, and confirm that the
investments were consistentwith his or her financial situation and investment
obiectives. Several customers deny receiving any such outreach about their investments.

18.

Starting in 2009, Wyaft's trading in his CP accounts triggered frequent

tuanover alerts, erors, and adjusfnents. At times, Wyatt's supervisors expressed a need
to implement a plan ofaction to slow down his trading.

19.

During

0:t 0

Morgan Stanley had infbrmation Wyatt was expeaencr ng

personal issues. These concerns were escalated to Morgan Stanley's Human Resources
Department. During this time Wyatt's superyisors continued to document issues in his
accounts, including high turnover and trading through funds-on hand restrictions. The
Fr

r oid nor p.a.e Wvdn

20.

rhpight'npd suoe-v sior.

0n March 2, 2011, severalWyatl Group customers filed a claim with

FINRA, Case No. 11-00932, alleging claims ofexcessive trading and unsuitable

investmenls.

21.

ln December 2011, following an internal investigahon, Wyatt was

reprimanded by Morgan Staoley for executing trades in a custorner's non discrctionary

account without receivjng concLlrrcnt verbal approval from the customer to proceed

with lhe transactions.

22.

ln 2012, two [2.] additiona) claims were filed wjth

FINR-A by

other Wyatt

Croup customers, FINM Case No. 12 00159 on lanuary 10, 2012 and FINM Case No

72' 02257 an l.une 12, 2012. The Statement ol Claim filed in

Case

Na 72 42257

included an allegation Wyatt had solicited customers, at times using his personal
email Iin vio]ation of Firm policy and Industry rules) to communicate un_monitored
by the Firnr u'ith customers to purchase unauthorized and unregistered securities

through a private placement. Morgan Stanley had been r.rnavrare ofsuch activity

prevjously. The Firm required its employees to complete an annual questionnarre ln

which employees must disclose outside activities and private transactions. wyatt did
not disclose this alleged activily in his questionnaires, nor reporL

i!

and the customers

djd not inform the Firm of the alleged activjq/ described in the Statement of Claim

After learning about the outside private placement through t}Ie FINRr{ claim, Morgan
Stanley terminated Wyatt's employment on Jvne 22,2012. The U-5 and CRD stated
the reason for the termination was "for allegations relating to participatjon and

solicitation of unapproved outside investments."

23.

During the couBe ofwyatt's emploJrment the Firm took two

disciplinary actions against him- the reprimand and the termina6on.

24.

Morgan Stanley has provided documentation to the Division that it has

updated its policies and procedures governing CP and Portfolio Manageme[t

accounts, and has enlanced its technology sjnce 2008.

III, CONCLUSIONS OF I]TW

1.

Under the Act, the Secretary ofState is authorized to regulate and

investigate the sale ofsecurities in Mississippi. See Miss. Code Ann.

2.

SS

75-71-101 to 701.

The Secretary of State has the authority under Section 604 of the Act

to

bring an administrative enforcement action ifa person has engaged in or is engaging in

any act or practice constituting a violation ofMississjppi's securities Iaws or any Iaws or

rules adopted thereunder and to impose a civil penalty for each violation

well

as seek an

order of restitution for any loss arising foom

violation

oftie

of the

Act as

Act Miss,

Code Ann. S 75-71-504.

3.

Section 412(c) and

[d)[9) ofthe Act authorizes the Secretary ofState to

impose discipliBary penalties on a person \,ir'ho has failed to reasonably supervise afi
agent, investment adviser representative, or other individual, ifthe agent investment

adviser or other indivjdual was subject to tIe person's supervision and committed a

-----

violation ofthjs chapter or the predecessor act or a rule adopted under this chapter or
the predecessor act $,ithin

4.

tie previous ten [10)

years.

Section 75-71-613 ofthe Act sels forth the maximum civil penalties

which may be imposed for each violation.

5.

The Secretary ofState has issued rules which require broke.-dealers to

"establish and keep current a set ofwritten compliance-supervisory procedures and

system for implementing such procedure, which may be reasonably ex?ected to

prevent and detect any violations ofthe Act and rules promulgated thereunder."

See

Rule 5.19.

6.

As a result of its investigation an d on th e basis of its fin dings of fact, the

Division concludes thatMorgan Starley in some instances failed to reasonably supervise

certain ofits agents in tJle Ridgeland, Mississippi branch under the Act, as required by
Section 412[d)(9], so as to prevent and detect violahons ofthe

Acl and failed in some

instances to enJorce supervisory procedures to comply wittr the requirements of Rule

5.19 sufEcientto prevent and detect violations ofthe Act by certain

ofits agents in the

Ridgeland, Mississippi branch.

7.

The Division finds this order is in the publjc interest, js necessary

and appropriate

fo.the protection ofinvestors, and is consistent with the

purposes faiily intended bythe policy ard provisions ofthe AcL

IV. ORDER
On the basis of the DivisioD's Findings of Fact and Conclusions of Law and Morgan

Stanley's representations and consentto the entry ofthis Order for

fte

sole purpose

of

resolving this matter prior to

hearing and without admitting or denying any of the

Findings ofFact or Conclusions ofLaw,

IT IS HEREBY ORDERED:

1.

This Order concludes

tiis

open investigation with the Division ofthe Firm

in this Consent 0rder in regard to the above matters. However, nothingherein limits the

ability ofthe Division, individually or joindy with other agencies, in pursuing any
investigation

witi

respect to any other securities-related matter involving the Firm or

its agents.

2.

This Order is entered into solely for

tle

purpose of resolving the

previously referenced allegations against the Firm only and is not intended to be used
by the Firm or by the Division for any other purpose or by any other parties, The

Division has previously e[tered into consent orders with Wyatt and Brister. For any
person or entity nota party to this Order, this 0rder does not limit or create aDy private

rjghts or remedjes against Morgan Stanley or create liability for Morgan Stanley or limit
or create defenses ofMorgan Stanley to any claims.

3.
4.

The Firm shall cease and desist from fufther violations oft}te Act.
Respondent is hereby ordered to pay an administrative penalty in the

amount of$100,000 and to reimbu.se the Divjslon for its costs and expenses incured
in connec$on with the investigation in the amount of $400,000. Respondent shall pay
these amounts directly to the Division on or before

execution

oftiis Order.

thirty (30) calendar

days from

Respondent agrees to pay all costs and expenses incurred by

the Diyision, including reasonable attorney fees for the coilection ofthese amounts
upon defaulL

t0

5.

Customer Fund.

a.

Morgan Stanley is ordered to establish a Customer Fund and to offer

to pay a partial reimbursement to each Eligible Customer (a] who had a Cp

investment account in the Wyatt Group Portfolios, and (bJ who has neither
litigated nor arbjtrated his or her claims to an award or other final
disposition, nor previously executed a release ofclaims by yirtue of

settlement with Morgan Stanley. The account numbers of tie Eligible

Customers and the corresponding partia-l reimbursement amounts - which

represent a reimbursement ofapproimately 20% of the Eligible

Customer's CP account losses - are identified in ExhibitA., The Firm and
t}le Division will mutually agree upon a protocol for notii'ing Eligible
Customers.

b.

The Customer Fund will be administered by Trustmark National Bank

{"IruSt!oa*")

at the Firm's expense. On or before

thirty (30) calendar

days

from execution ofthis Order, Morgan Stanley shall deliver a check payable
to "Trustmark National Bank FBO Morgan Stanley Setdement Escrou/' in the
amount of $4,243,815.28, the full amount ofthe Customer Fund,

c.

Each Eligible Customer electing to receive a partial reimbursement

shall execute a Specific Release and Settlement Agreement ("Belcase"l in

the form attached as Exhibit B. Within thirty (30) calendar days of

In order to protect the personal finaDcial infomation ofthe individual ostohers, the paries agree that
ExhibitA to $e ertent it conrains personal identifiable information ofrhe cusromers shaltbe rsl cted from
public access, provided however that the partial reirbursemenramounts that do nor identif, rhe tdentity of
the customer are not restricred toom public access, as requiredby)aw.

ll

Morgan Stanley's timely receipt ofan Eljgible Customer's Release and any
documents required by the Release, Morgan Stanley shall direct

Trustmark to ma-ke payment to the Eligible Customer in the amount

specified on D&ibit A for that Eligible Customer. Eiigible Customers shall
have a minimum ofone huDdred twenty (120) days (referred to herein as

the "Election Date Deadljne') to elect to participate in the Customer Fund

and deliver fully executed copies ofthe Release and any documents

required by the Release.

d.

After Morgan Stanley directs Trustmark to make the payment to the

Eligible Customer, Morgan Stanley shall have fully satisfied its obligations
to the Eligible Customer under this Order and shall have no further

responsibility or liability with respectto the handling or distribution of

the Customer Fund to the Eligible Customer.

e.

To the extent any Eligible Customer receives nohce by certified mail

and does not dehver an executed Release and any documents required by

the Release on or before the Election Date Deadline, then such funds will

not be disbursed to the Eligible Customer and will revert to lhe Firm.
Trustmark shall deliver a check payable to Morgan Stanley after the
Election Date Deadline on a date agreeable to Morgan Stanley for the
amount that will revert to t}le Firm. To the extentany Eligible Customers
eligible for partial reimbursement under this Order cannot be located for

notification purposes after dilitentsearch and inquiry, then Trustmark

shall deposit such funds wit,\ the unclaimed propefty authority in the

t2

State ofthe custome/s last known residence in accordance with its

policies and procedures.

Morgan Stanley will furnish

tie Division with

the mostrecent contact

information for t}le Eligible Customers in the Firm's possession, including

mailing addresses, email addresses and telephone numbers. Morgan
Stanley and

tle

Division will provide to each other copies ofany

correspondence with the Eligjble Customers.

g.

Morgan Stanley will furnish a monthly report listing all notices to Eligible
Customers pursuant to this

ordel including evidence ofr^rhich Eligible

Customers have chosen to participate in the Customer Fund and which

Eligible Customers have expressly declined to participate. For Eligible
Customers who have chosen to participate iIl the Customer Fund, Morgan
Stanley or Trustmark will furnish the Division wjth copies of the Releases
upon rcquest and evidence that it directed Trustmark to make the

reimbursemenL A final report shall be issued by Morgan Stanley reflecting

the receipt ofthe Releases and other documents required by this Section as

ofthe Election Date Deadline by thirty (30) days after tle last
reimbursemenL

6.

The Division is satisfied that the reimbursement amount to Eligible

Customers is appropriate and reasonable and the process described above is fair after

conducting its investigation.

t3

7.

Morgan Stanley shall fully and fairly comply with all of th e

following requirements:

a.

requestbythe Division, provide all documentation

and information reasonably lecessary For the Divjsion to verjfy
compliance with this 0rder.
Upon

b.

The Firm shall nol fake any adion, or make or permitto be

made any public statement denying directly or indirectly, any
finding in this order or creating the impressioh this 0rder is
witlout factual basis. Nothing in this paragraph affects the Firm's
[aJ testimonia] obligations; or (b) rightto take legal or factual
posihons in defense ofljtigation or other legal proceedings to

which the Division is nota parry; and

c.

l,

Ii fairl, and truthtul)y disclose all

produce
information and
all records and other evidence in its
possession, custody, or control relevant to all inquiries made by
the Divisjon concerning compljance with this Order, exceptto t}le
extent such inquiries call for the disclosure ofinformation
protected by the attorney-client and/or work product privileges.

8.

The Firm shall

Jurisdiction shallbe retained by the Administrator forsuch further orde6

and directions as may be necessary or appropriate for the construction or enforcement

of

the order.

9.

tfMorgan Stanley defaults in any ofits respective obligations set

forth in this Order, tien the Division, at its sole discretion, upon fifteen [15] days'
notice, may seek to vacate this 0rder or enforce this Order as provided in Sections

75-71-472(d)(2),75-7 7-503 or 75-71-604 of the AcL This Order shall not

disqualify Morgan Stanley or any ofits affiliates or cufient or former employees

liom any business that they otherwise are qualified or licensed to perform under
applicable state iaw.

10.

This order is not intended to indicate dlatMorgan Stanley shallbe subject

to any disqualifications contajned in the federal securities law, the rules and regulations

t4

thereunder, thc rules and regulations of self_regulatory organizations or various states'

se.uijtjes laws, including, but not limited to, statutory disqualification under Section
3[a][3 9] of the Securities Exchange Act of 1934. ln addilion, this Order is not intended

Lo

form the basis for any such disqualifications and, pursuant to Rule 506(d)[2)(iii.] and
Rule 262[b)[2], disqualiflcation under Rule 506[d)[1) and Rule 262[aJ under the

Securjties Act of 1933 should not arise as a consequence of this 0rder. This Order shall

nol disquaiify Morgan Stanlev frorn any business jt othe.wise is quaiificd to pcrlorm
under applicable law'

11.

fo the extent appljcable, this Order hereby waives any disqualification

ir'om relying upon the registration exemptions or regislration saFe harbor provisions that
may be contained in the federal securities laws, the rules and .egulations thereunder, lhe

rules and regulations ofself-regulatory organization or any states or U.S. Territories'

securiLies law.

12.

This Order contains, constitutes, and embodies the entrre agreement

betvveen the undersigned, there being no agreement of any kind, verbal or

otherwise, which varies, alters, or adds to lhis 0rder; and this 0rder sr-tp-"rsedes
any

prior comrnLlnications, understanding, or agreement, whether \^,ritLen or oral,

concerning the sLlbject matter oi lhis Order.

I3.

In the event one or more provisions contained in this Order shali for

any reason be held to be invalid, illegal, or unenforceable in any respect, such

invalidity, illegality, or unenforceabiliqy shall not affect any other provision of this
0rder.

15

14.

B!,its consentto and execution ofthis order, Morgan Stanley

affirmatively represents it freely agrees to the signing of this 0rder by the Division, and
no threats, promises, representations, inducements, or offers of any kind, other than as

stated in this document, have been made by the IJivislon, any member ofthe stall ofthe

Division, or any agent or emlroyee ofthe Division in c.rnnecrion u.ith the negotiations
and signing

15.
well

as

ofthis 0rder.
This order shall be binding on the Firm and ils successors and assi8ns as

to successors and assigns of relevant afFiliates with rcspect to the conduct subject

to the provisions above, and allfuture obligatjons, responsibilitjes, undertakings,

comm itmenls, ljm jtalions, restnctions, events and conditions.

16.

The Division shall make such public announcement regarding thc

settlement as it deems approprjate \^,ith reasonable advance notice lo the Firm.

ISqUED. lhrs

| - day.. qugucr 2n 16.

tl-e otL-

BY ORDER OF
C. DELBERT HOSEMANN, ]R,
MISSISSIPPI SECI{[1'ARY OF S'I'ATE

o. ftJ,t/ )J*,^^,-^ 1,.

16

CONSEr'IT TO ENTRY OF CONSENT ORDER

Moryan Stanley, by and through its authorized representadvg by signi[g below,

aErees to the entry of this Consent order, and waives any rlght to a hearing or to judicial

Morgan Stanley by and through its authodzed representatve states that no promlse

ofany kiDd or natLrre whatsoever that is not reflected in this Consent Orderwas made to
to iDduce it to enter into

tlis

Consent Order and that it has ehtered into dlis CoDseEt Order

voluntarily,

S,

"lt /)./<".

been authorized to enter irlto

tiis

[name] represetrts thathe or she has

Consent Order on beha.lf of Morgan Stanley.

Morgan Stanley

Byl
Tidel
Datei

STEPHEI{L TrlOr4)S, ESq

Bradley Aran-36-ult CumEings LLP
0ne lackson Place
188 East Capitol Streel Suite 400
laclrson, Mississippi 39201
Altorney

for

Respondent Morgan Stonley

\
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oate' .l' I

lt

(l A

61"1.

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