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This is funny.  I too ( I didn’t try to go back and clicked my link) as a huge fan of Bernie, joined in with his call for Hillary to release her transcripts of her talks with Goldman Sacs.

Surely this would show her I said, to be the devil of the corporations, the demoness of globalization, and the protector of the top one percent…

Well, they are out now and with deep interest, I went through all I could…

After reading them, I am shocked, shocked!  I really couldn’t have been more proud of her. Why didn’t she just release them and let all see?

Probably because of proprietary constraints is my guess. Goldman Sacs couldn’t want JP Morgan, as one example, knowing what they knew for example, so they may have put a non-disclosure tag in her contract or fee…. So in order to be released, they had to be hacked. Thanks to Putin’s Russians, we now have copies.

My first takeaway is that I would almost be able to cite plagiarism because it was as if many of her lines had been lifted from my blog…

As to all the damning hints from Assange, “we will release documents that will totally destroy the Clinton candidacy”,  I’m underwhelmed either by the stupidity of those doing the leaking, or their naivety…. I know from across my experience that until you have to work with other people who may or may not like you in order to get things done, you really aren’t grown up yet.  If you are fortunate to make a living where you can say:  do this, and it gets down, you really don’t understand how sometimes it is necessary to bring two diverse groups inward to a center position, to get them to work on the same page.

These documents sort of show that Clinton is a master at doing such.  The headlines you get over at Breitbart intending to make those ignorant readers think she’s horrible, when clicked to reveal the articles and leaks themselves, which show a person with a huge grasp of a large machine with moving parts and how they all work together…

Let’s jump to examples:

Headline:  Clinton says Dodd Frank was needed for political reasons!

I guess that might cause alarms to go off if you hate everything political… But if that were so, why then would you be still sticking with Trump after the tapes, unless it was “political”?

And we know, Dodd-Frank to the “red meat” means government and business collusion to make their lives poorer.  Don’t ask me where they get that from.  Koch’s probably.

But here in depth is the actual killer sentence:

“And with political people, again, I would say the same thing, you know, there was a lot of complaining about Dodd-Frank, but there was also a need to do something because for political reasons, if you were an elected member of Congress and people in your constituency were losing jobs and shutting businesses and everybody in the press is saying it’s all the fault of Wall Street, you can’t sit idly by and do nothing, but what you do is really important.”

She is talking about Republicans here, not herself. LOL.. She is explaining how Republicans had to listen to the rank in file in their districts and how they had to do something (Dodd-Frank) to show Main Street back home that they were doing something constructive for their regular Joes.  Which meant they (Republicans) had to go against their lobbyists (the elite) who were telling them: “you know we can give you lots of money if you just vote against Dodd-Frank”….

Headline: Wall Street Says They Really Do Appreciate Clinton

I guess that is intended to set alarms in Bernie’s people; Wall Street and the Republicans, especially the Tea Party, have all been cozy for some time…

But we all know that Wall Street is in New York and that Hillary was the Senator for New York for 8 year right? And that Senators are supposed to listen to ALL of their constituents, right?

Again, here in depth is the killer sentence…

“MR. O’NEILL: By the way, we really did appreciate when you were the senator from New York and your continued involvement in the issues (inaudible) to be courageous in some respects to associated with Wall Street and this environment. Thank you very much.

SECRETARY CLINTON: Well, I don’t feel particularly courageous. I mean, if we’re going to be an effective, efficient economy, we need to have all part of that engine running well, and that includes Wall Street and Main Street. And there’s a big disconnect and a lot of confusion right now. So I’m not interested in, you know, turning the clock back or pointing fingers, but I am interested in trying to figure out how we come together to chart a better way forward and one that will restore confidence in, you know, small and medium-size businesses and consumers and begin to chip away at the unemployment rate. So it’s something that I, you know, if you’re a realist, you know that people have different roles to play in politics, economics, and this is an important role, but I do think that there has to be an understanding of how what happens here on Wall Street has such broad consequences not just for the domestic but the global economy, so more thought has to be given to the process and transactions and regulations so that we don’t kill or maim what works, but we concentrate on the most effective way of moving forward with the brainpower and the financial power that exists here.” [GS2, 10/24/13]

He is thanking her for being open minded during the timing of a very anti-Wall Street environment.  He called it courageous and if you have any inkling over what political courage is, you would probably agree.  Her response comes across simply that, she wouldn’t call being “open minded” courageous, that is just how she is.”. In her continuation she does not prostrate herself before Wall Street as we probably all assumed, but mentions that Main Street and Wall Street both have to do well if our economy is to approve.  Neither will improve if the other is hurting..

Duh.

Headline:  Clinton Says Financial Industry Knows What To Do Best.

I guess that is intended to portray collusion between Clinton and Goldman Sacs?  Ironically that has been the Republican position since Bush took over in 2000.  Here, said Cheney, you regulate yourselves… We’ll eliminate all our agencies watching you”  But that is not what Hillary says.

Here in depth, is the killer sentence:

“There’s nothing magic about regulations, too much is bad, too little is bad. How do you get to the golden key, how do we figure out what works? And the people that know the industry better than anybody are the people who work in the industry.”

Just like the people who know the restaurant industry best, work in restaurants. People who know the hotel industry best, work in hotels. People who know bridge-building best, build bridges…

C’mon. Is this the BEST you can do? This is how you are “really going to shake up the election?”  Your innocence in running anything makes me want to question “your solution”?  Put people who work in restaurants in charge of regulating bridge-building, and bridge builders in charge of food safety?

Headline:  Clinton Tells Wall Street She Represented Them For 8 Years”

I guess this is the smoking gun which prove Hillary is nothing more than a shill for Wall Street.  When they pull her strings, she moves their way. If they don’t pull, she remains still.

Here is the killer sentence. 

“I represented all of you for eight years. I had great relations and worked so close together after 9/11 to rebuild downtown, and a lot of respect for the work you do and the people who do it, but I do — I think that when we talk about the regulators and the politicians, the economic consequences of bad decisions back in ’08, you know, were devastating, and they had repercussions throughout the world.” [GS2, 10/24/13]

Ummm. she was their Senator for 8 years. She represented them as do all senators represent all their constituents.  In her case they were on the same sides both during and rebuilding after a terror attack. But even despite that she does think that what took place during those Bush-Cheney years while she was their senator, were devastating and had repercussions throughout the world.

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I must confess. I’m deeply disappointed in WikiLeaks. I have always respected that information is necessary for people to make good decisions.  When it is made unavailable for public consumption, then this option of leaking information is one that can balance the playing field. In this case, their information unanimously endorsed my belief that Hillary Clinton is who we need. I am disappointed however in the lead-up of hype, only to see there was nothing here but twisted headline material. For me, WikiLeaks came thorough this episode with a loss of credibility. What once was deemed an enterprise worthy of an occasional contribution or two, has regressed into looking like a slanderous political arm of an untrustworthy hypocrite.  I hope they return to illuminating evil, and stop attacking good.

My takeaway from this in-depth study is that Hillary Clinton is truly one of the most amazing people I have seen.  She may not have always been the most qualified person to be president and represent ALL citizens both conservative and progressive, but she is indeed now.

She is better than ANY Republican out there now.  She is better than any man out there who could right now, step up to run the country.  I’m overjoyed these hacks were released because after supporting Bernie through his entire run, if there were any lingering doubts cast then by him on her ability to lead, with these releases, they are now gone for good.

And you know what?  I’m tired of talking about her mistakes.  Seeing her in secret and up close, it is very obvious that this is an amazing human being and for that alone, I would encourage all other decent human beings to get behind her and spread that message…

I’ll say it here, but maybe with luck, Wikileaks will hack me and re-capture it to spread it across the world so its message is amplified louder than I could ever shout it myself.

If there is hope for a better American future, right now, it lies deep within the brain of one Hillary Clinton. 

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As background information, here is the link and below is the copy of the SEC report citing David Marvin currently of Delaware’s Cash Management Board, and fining his firm M & P, $976,000 dollars…

Here is Celia’s account of last years inside dealing, targeting Marvin as the prime whiner in the infamous Cash Management Board pushback… It just dawned on me that Marvin probably handles investments for Markell and Blevins. Which would if true, provide clarity to the mechanizations that took place this past year.

Since the 15 year expiration is about or has already hit, (it was difficult to find), I am posting the entire judgment here, so it will last, if the SEC eliminates it off-line…. Without Further Ado….

=======

 

UNITED STATES OF AMERICA
Before the
SECURITIES AND EXCHANGE COMMISSION

 

INVESTMENT ADVISERS ACT OF 1940
Release No. 1841 / September 30, 1999

 

ADMINISTRATIVE PROCEEDING
File No. 3-10072

 

In the Matter of

MARVIN & PALMER ASSOCIATES, INC.,
DAVID F. MARVIN,
MACTHOM ASSOCIATES, INC. and
THOMAS E. DUBIS

ORDER INSTITUTING PUBLIC PROCEEDDINGS, MAKING FINDINGS, IMPOSING REMEDIAL SANCTIONS, AND ISSUING CEASE-AND-DESIST ORDER

 

I.

 

The Securities and Exchange Commission (“Commission”) deems it appropriate and in the public interest to institute public administrative proceedings pursuant to Sections 203(e), (f) and (k) of the Investment Advisers Act of 1940 (“Advisers Act”), against Marvin & Palmer Associates, Inc. (“M&P”), David F. Marvin (“Marvin”), MacThom Associates, Inc. (“MacThom”) and Thomas E. Dubis (“Dubis”)(collectively “Respondents”).

 

In anticipation of the institution of these proceedings, each of the Respondents has submitted an Offer of Settlement (“Offer”) to the Commission, which the Commission has determined to accept. Solely for the purpose of these proceedings and any other proceedings brought by or on behalf of the Commission or in which the Commission is a party, and without admitting or denying the findings contained herein, except for the jurisdiction of the Commission over them and over the subject matter of this proceeding, which is admitted, Respondents consent to the issuance of this Order Instituting Public Proceedings, Making Findings, Imposing Remedial Sanctions, and Issuing Cease-and-Desist Order (“Order”) and to the entry of the findings, cease-and-desist order, and remedial sanctions set forth below.

 

Accordingly, IT IS ORDERED that proceedings pursuant to Sections 203(e), (f) and (k) of the Advisers Act be, and hereby are, instituted.

 

II.

 

On the basis of this Order and the Offers submitted by the Respondents, the Commission makes the following findings:

 

RESPONDENTS

 

A.Marvin & Palmer Associates, Inc., incorporated and located in Wilmington, Delaware, has been registered with the Commission as an investment adviser since August 1986. As of March 11, 1999, M&P had approximately 62 clients and $7.6 billion in assets under management. M&P’s clients are primarily large institutional investors.

 

B.David F. Marvin, age 58, resides in Delaware and is Chairman, Chief Executive Officer and 50 percent owner of M&P. Marvin is the largest shareholder of M&P and is responsible for the overall management of the firm.

 

C.MacThom Associates, Inc., located in Kent, Ohio, was formed in 1996 and is wholly owned and operated by Thomas E. Dubis. The firm was ostensibly formed for the purpose of providing research services to M&P. At no time has MacThom been registered with the Commission as a broker-dealer or an investment adviser.

 

D.Thomas E. Dubis, age 58, resides in Kent, Ohio.

 

INTRODUCTION

 

E.This proceeding involves the failure of M&P, a registered investment adviser, to disclose to its clients its use of at least $920,000 in soft dollars derived from a directed brokerage arrangement with a registered broker-dealer (“Broker”) in violation of provisions of the Advisers Act. The term “soft dollars” generally describes an arrangement whereby an investment adviser uses commission credits generated by securities trades executed in advisory client accounts to pay for research, brokerage, or other products, services, or expenses.

 

THE SOFT DOLLAR ARRANGEMENT

 

F.Since 1991, M&P has maintained a soft dollar arrangement with the Broker. Pursuant to the arrangement, M&P receives $.50 in soft dollar credits for each $1.00 in brokerage commissions directed to the Broker.

 

G.In February 1996, at Marvin’s behest, M&P directed the Broker to begin paying invoices submitted by MacThom, ostensibly for research performed by MacThom for M&P. In fact, MacThom conducted only a small amount of research, with a total value of $63,000 during the relevant time period. Most of the soft dollar payments were used by MacThom to compensate Dubis, MacThom’s principal and a close friend of Marvin, as well as the family of a deceased business associate and friend of Marvin, for their efforts in making introductions and referrals to M&P in its early years. From February 1996 through August 1998, the Broker paid $920,000 to MacThom, and MacThom and Dubis paid $635,000 of this amount to this family. With the exception of the research valued at $63,000, the payments to MacThom provided no benefit to the clients of M&P whose commissions generated the soft dollars used to make the payments.

 

M&P’S FAILURE TO DISCLOSE THE SOFT DOLLAR ARRANGEMENT

 

H.Neither the existence nor the terms of the soft dollar arrangement were disclosed to M&P’s clients in their advisory contracts or otherwise. Furthermore, M&P failed to amend its Form ADV after directing the Broker to begin paying invoices from MacThom and the arrangement was never disclosed in M&P’s Form ADV in effect between February 1996 and July 1998, the period during which the arrangement was in effect.

 

I.M&P failed to disclose the types of products and services it received pursuant to its soft dollar arrangement in response to Item 12 of Part II of the Form ADV, which requires registered investment advisers to describe the factors considered in selecting brokers, including the products, research and services obtained, and any procedures used to direct client transactions to a particular broker in return for products or services.

 

J.From February 1996 to July 1998, M&P’s Form ADV reflected a “no” answer in response to Part II Item 13.A., which asked whether the adviser “receives some economic benefit (including commissions, equipment or non-research services) from a non-client in connection with giving advice to clients.” In view of its soft dollar arrangement with the Broker, and the uses to which the payments were put, this response was false.

 

K.During the period in which the arrangement was in effect, M&P amended its Form ADV on at least eight occasions. Marvin reviewed and signed all but one of M&P’s Forms ADV and amendments filed with the Commission.

 

III.

 

LEGAL ANALYSIS

 

A.An investment adviser has a duty to disclose to clients all material information which might incline an investment adviser consciously or unconsciously to render advice which is not disinterested. SEC v. Capital Gains Research Bureau, Inc., 375 U.S. 180, 191-92 (1963). A fact is material if there is a substantial likelihood that a reasonable investor would consider it important. Basic, Inc. v. Levinson, 485 U.S. 224, 231-32 (1988).

 

B.Soft dollar arrangements are material because of the potential conflict of interest arising from an adviser’s receipt of some benefit in exchange for directing brokerage on behalf of client accounts. See Kingsley, Jennison, McNulty & Morse, Inc., 55 SEC Docket 2434, 2441 (Dec. 23, 1993);Interpretive Release Concerning the Scope of Section 28(e) of the Securities Exchange Act of 1934, Exchange Act Release No. 23170, 35 SEC Docket 905, 909 (Apr. 23, 1986) (“1986 Soft Dollar Release“).

 

C.Moreover, disclosure of soft dollar arrangements is specifically required by Form ADV.1 See Oakwood Counselors, Inc., Advisers Act Release No. 1614, 63 SEC Docket 2485 (Feb. 10, 1997); S Squared Technology Corp., Advisers Act Release No. 1575, 62 SEC Docket 1560 (August 7, 1996). Form ADV embodies mandatory disclosure requirements to ensure that material information regarding brokerage placement practices and policies are disclosed to investors. See Investment Adviser Requirements Concerning Disclosure, Recordkeeping, Applications for Registration and Annual Filings, Advisers Act Release No. 664 (Jan. 30, 1979); Disclosure of Brokerage Placement Practices By Certain Regulated Investment Companies and Certain Other Issuers, Advisers Act Release No. 665 (Jan. 30, 1979) (“1979 Soft Dollar Release“).

 

D.Items 12 and 13, and Schedule F, of Part II of Form ADV require registrants to disclose soft dollar arrangements with broker-dealers. For investment advisers who have discretionary authority to select the broker-dealers to be used to execute trades in client accounts, Item 12.B. requires a description of the factors considered in selecting brokers and determining the reasonableness of their commissions. Further, Item 12.B. requires advisers to describe the “products, research and services” given to the adviser or related persons, if the value of such “products, research and services” is a factor in selecting broker-dealers.2 Item 13 requires an investment adviser to disclose and describe any arrangement whereby it either receives an economic benefit from a non-client in connection with giving advice to clients or directly or indirectly compensates any person for client referrals.3 These disclosure requirements are designed to “assist clients in determining whether to hire an adviser or continue a contract with an adviser, and permit them to evaluate any conflicts of interest inherent in the adviser’s arrangements for allocating brokerage.” Kingsley, 55 SEC Docket at 2441-42; See S Squared, Advisers Act Release No. 1575, 62 SEC Docket 1560.

 

VIOLATIONS OF SECTIONS 206(1) AND 206(2) OF THE ADVISERS ACT

 

E.Sections 206(1) and (2) prohibit an investment adviser from employing any device, scheme, or artifice to defraud clients or from engaging in any transaction, practice or course of business that operates as a fraud on clients. Sections 206(1) and (2) establish a fiduciary duty for investment advisers to act for the benefit of their clients. Transamerica Mortgage Advisers, Inc. v. Lewis, 444 U.S. 11, 17 (1979). An investment adviser’s failure to disclose its soft dollar practices violates Sections 206(1) and 206(2). Renaissance Capital Advisors, Inc., Advisers Act Release No. 1688, 1997 SEC LEXIS 2643 (Dec. 22, 1997) (Sections 206(1) and 206(2));Oakwood, Advisers Act Release No. 1614, 63 SEC Docket 2485 (Sections 206(1) and 206(2)); S Squared, Advisers Act Release No. 1575, 62 SEC Docket 1560 (Section 206(2)). Scienter is an element of a Section 206(1) violation. Steadman v. SEC, 603 F.2d 1126, 1134 (5th Cir. 1979). Proof of scienter is not required to establish a violation of Section 206(2). SEC v. Capital Gains Research Bureau, Inc., 375 U.S. at 195.

 

F.M&P willfully violated Sections 206(1) and (2) by making materially false statements and omissions in M&P’s Form ADV and by failing otherwise to disclose to its clients that M&P was using soft dollar credits to pay non-research expenses.

 

G.Marvin willfully aided and abetted and caused M&P’s violations of Sections 206(1) and (2) by knowingly or recklessly making materially false and omissive statements in M&P’s Form ADV and by failing otherwise to disclose to M&P’s clients that M&P was using soft dollar credits to pay non-research expenses.

 

H.MacThom and Dubis caused M&P’s violations of Sections 206(1) and (2) by knowingly participating in a course of conduct which they knew or should have known was a violation of M&P’s fiduciary duty to its clients.

 

I.As a result of the conduct of M&P, Marvin, MacThom and Dubis, M&P and MacThom were unjustly enriched by $857,000.

 

VIOLATIONS OF SECTION 207 OF THE ADVISERS ACT

 

J.Section 207 of the Advisers Act makes it unlawful for any person willfully to make any untrue statement of material fact in any registration application or report filed with the Commission or willfully to omit to state in any such application or report any material fact required to be stated therein.4 A person violates Section 207 by filing false amendments to Form ADV. Stanley Peter Kerry, Advisers Act Release No. 1550, 61 SEC Docket 431 (January 25, 1996).

 

K.M&P’s “no” answer to Item 13.A. in its Form ADV in effect from February 1996 forward was false. M&P was in fact receiving an economic benefit from Broker, a non-client, in the form of soft dollar credits and payments to MacThom for M&P’s benefit. M&P’s response to Item 12.B. in its Form ADV in effect from February 1996 was misleading in that the response failed to disclose that M&P was receiving non-research services from Broker in return for directing client brokerage.

 

L.M&P’s omissions and false and misleading disclosures regarding its soft dollar arrangement were material.

 

M.M&P and Marvin willfully violated Section 207 in that they made untrue statements of material fact in M&P’s Form ADV and failed to disclose in M&P’s Form ADV the existence of the soft dollar arrangement and the non-research services received from the Broker.

 

IV.

 

Based on the foregoing the Commission finds that:

 

A.M&P willfully violated Sections 206(1), 206(2) and 207 of the Advisers Act.

 

B.Marvin willfully violated Section 207 of the Advisers Act and willfully aided and abetted and caused M&P’s violations of Sections 206(1) and 206(2) of the Advisers Act.

 

C.MacThom and Dubis caused M&P’s violations of Sections 206(1) and 206(2) of the Advisers Act.

 

V.

 

In view of the foregoing, the Commission deems it appropriate to accept the Respondents’ Offers of Settlement.

 

Accordingly, IT IS HEREBY ORDERED that:

 

A.M&P shall be, and hereby is, censured;

 

B.M&P shall cease and desist from committing or causing any violation and any future violation of Sections 206(1), 206(2) and 207 of the Advisers Act;

 

C.M&P and MacThom shall, jointly and severally, within 30 days of the entry of this Order, pay disgorgement and prejudgment interest in the total amount of $976,980 to the United States Treasury. Such payment shall be: (A) made by United States postal money order, certified check, bank cashier’s check or bank money order; (B) made payable to the Securities and Exchange Commission; (C) hand-delivered or mailed to the Comptroller, Securities and Exchange Commission, Operations Center, 6432 General Green Way, Alexandria, Stop 0-3, VA 22312; and (D) submitted under cover letter that identifies M&P and MacThom as Respondents in these proceedings, and the file number of these proceedings, a copy of which cover letter and money order or check shall be sent to Ronald C. Long, District Administrator, Philadelphia District Office, Securities and Exchange Commission, 601 Walnut Street, Suite 1120E, Philadelphia, PA 19106;

 

D.M&P shall, within 30 days of the entry of this Order, pay a civil money penalty in the amount of $50,000 to the United States Treasury. Such payment shall be: (A) made by United States postal money order, certified check, bank cashier’s check or bank money order; (B) made payable to the Securities and Exchange Commission; (C) hand-delivered or mailed to the Comptroller, Securities and Exchange Commission, Operations Center, 6432 General Green Way, Alexandria, Stop 0-3, VA 22312; and (D) submitted under cover letter that identifies M&P as a Respondent in these proceedings, and the file number of these proceedings, a copy of which cover letter and money order or check shall be sent to Ronald C. Long, District Administrator, Philadelphia District Office, Securities and Exchange Commission, 601 Walnut Street, Suite 1120E, Philadelphia, PA 19106;

 

E.M&P shall comply with its undertakings as specified in its Offer of Settlement to perform and implement the following:

 

1.Within 60 days of the entry of this Order, M&P will revise its procedures manual to include a section setting forth policies and procedures regarding soft dollar arrangements with broker-dealers. Included in these procedures will be the requirement that all soft dollar arrangements be approved by in-house counsel employed at M&P. M&P will hold a mandatory meeting with its employees to review policies and procedures including those relating to soft dollar arrangements. Attendance at the meeting will be recorded and a copy maintained in the files of M&P.

 

2.Within 30 days of the entry of this Order, M&P will file with the Commission and provide each of its advisory clients an amended Form ADV disclosing all material terms of any soft dollar arrangement it has with any broker-dealer;

 

3.Within 30 days of the entry of this Order, M&P will provide a copy of this Order to all of its current clients;

 

4.Within 60 days of the entry of this Order, M&P will file an affidavit with the Commission’s staff, addressed to the attention of the District Administrator of the Commission’s Philadelphia District Office, 601 Walnut Street. Suite 1120E, Philadelphia, PA 19106, setting forth the details of its compliance with the undertakings set forth in subparagraphs E.1., 2. and 3. above;

 

5.For a period of one year after the entry of this Order, M&P will provide a copy of this Order to all of its prospective clients;

 

6.One year from the entry of this Order, M&P will file an affidavit with the staff of the Commission certifying its compliance with subparagraph E.5. above.

 

IT IS FURTHER ORDERED that:

 

F. Marvin shall be, and hereby is, censured;

 

G.Marvin shall cease and desist from committing or causing any violation and any future violation of Sections 206(1), 206(2) and 207 of the Advisers Act;

 

H.Marvin shall, within 30 days of the entry of this Order, pay a civil money penalty in the amount of $25,000 to the United States Treasury. Such payment shall be: (A) made by United States postal money order, certified check, bank cashier’s check or bank money order; (B) made payable to the Securities and Exchange Commission; (C) hand-delivered or mailed to the Comptroller, Securities and Exchange Commission, Operations Center, 6432 General Green Way, Alexandria, Stop 0-3, VA 22312; and (D) submitted under cover letter that identifies Marvin as a Respondent in these proceedings, and the file number of these proceedings, a copy of which cover letter and money order or check shall be sent to Ronald C. Long, District Administrator, Philadelphia District Office, Securities and Exchange Commission, 601 Walnut Street, Suite 1120E, Philadelphia, PA 19106;

 

I.MacThom and Dubis shall cease and desist from causing any violation and any future violation of Sections 206(1) and 206(2) of the Advisers Act.

 

By the Commission.

Jonathan G. Katz
Secretary

 


 

FOOTNOTES

 

1 The “safe harbor” provided by Section 28(e) of the Securities Exchange Act of 1934 (“Exchange Act”) does not excuse an investment adviser from these disclosure obligations. The safe harbor protects an investment adviser only from charges of breach of fiduciary duty for failing to obtain the lowest available commission rate where the amount of commission is reasonable in relation to the value of brokerage and research services provided. 1986 Soft Dollar Release, 35 SEC Docket at 907.
2 See 1986 Soft Dollar Release, 35 SEC Docket at 909. There is a presumption that receipt of non-research and non-brokerage products or services, except where nominally valued, is a factor in the selection of brokers. 1979 Soft Dollar Release at n.6.
3 The 1986 Soft Dollar Release noted the relevance of Form ADV, Part II, Item 13 to soft dollar disclosure. 35 SEC Docket at 909 n.32.
4 Section 204 of the Advisers Act and Rule 204-1 thereunder require periodic filing and amendment of Forms ADV by investment advisers. Pursuant to Rule 204-1(d), a Form ADV or an amendment thereto is a “report” within the meaning of Section 207.

 

http://www.sec.gov/litigation/admin/ia-1841.htm

 


 

Modified:10/01/1999

 

To THE CITIZENS OF KENT COUNTY, DELAWARE

[August 14(?) 1793.]

Fellow Citizens: Being guided in the discharge of my public duties by our excellent constitution, and laws made under it; and having always in view the happiness and best interests of my fellow Citizens, I cannot for bear to express the satisfaction which I feel when, upon important and critical occasions, my countrymen approve my conduct, and do justice to the motives which influence it.

The sentiments publicly expressed by the people of different parts of the Ud. States, and the anxiety which is shewn by all considerate and well disposed citizens to preserve the peace of our country and a continuance of its prosperity, is an incontestible evidence of their enlightened wisdom in justly appreciating the blessings we enjoy beyond, perhaps, any other nation under the sun.

While I assure you, Gentlemen, of the great pleasure which it gives me, to see this public testimony of your particular attachment to our Government, and approbation of its measures; permit me to express my gratitude for those marks of personal respect and attachment, which are evidenced in your address, and let me beg you to believe that it will ever be my study to deserve them.

Recognizing the possibility that Obamacare will not create a default of USA payments, the Republicans have tacked on a new demand.

Although Congressman Boehner has said privately he is not in favor and thinks the idea is stupid, nevertheless the House has the vote to not pass a funding bill unless it’s demands are fully met.

As Mitch McConnell stated before the Senate,  “We Republicans will not acquiesce to raising the debt ceiling unless all our demands are met in full.”

The Democrats have met all the demands but one, and that one will never pass in the Senate, nor would it get signed by the President.

Although called ridiculous by pundits, moderate Republicans, and Democrats, the Tea Party segment has chosen to default upon our debts, if Sarah Palin is not added to Mt. Rushmore.

Although the expense would be astronomical, especially adding rock to the mountain to complete her new bustline, still Republicans who feel insulted by comments made by 99% of America’s citizens, want their respect bad.

Eric Cantor boldly stated:  “An America without Sarah Palin on Mr. Rushmore, is not America.  If it is not America, there is no special reason it cannot default on debt as any other country.  If you want America to be special, and by special I mean pay its obligations on time, then we must get the commitment to place Sarah Palin on Mt. Rushmore by October 1st.”

Currently the House has enough supporters to keep key budget legislation from being passed.  The President reiterated this afternoon, that he would not deal with hostage takers, over Sarah Palin’s bust.

Ted Cruz was said he would perform another all-nighter for Sarah Palin’s benefit.  He requested that she be by his side.

“With her beside me, .. I couldn’t go to the bathroom even if I went to the bathroom…”  Fox News picked up off an open mike.

There is a reason the opponents of Obama care are racing the clock to defund it before October 1st. They know how popular it will become to the American people.

I just looked and Delaware does not have their worksheets up yet, but in the state offices, things are looking rather rosy for the citizens of Delaware… Most of you will save thousands per year on medical bills.  Not all, but most..  Looking at the voting trends,  those who vote often, will all save money with insurance.

Other states do have their insurance options up and I have been looking through them.  The general trend is thusly.  If you are young, you are going to incur an expense you have not had to yet pay. Sorry.  That will come with sticker shock, as does a new car, as does your first house.  However, it should allow you the confidence to get checked out sooner, and therefore live healthier in your golden years than you otherwise would today if you had to pay full expense for care.

Hopefully, since you have to pay for it anyway, you will take advantage of it.

But you! Oh you! Who are old?  Who have pre-existing conditions?  Who have suffered with poor coverage for so long?  You are going to love what this does.  You will be able to figure out medical costs to the penny across your future years with your financial planning advisor, no matter what happens to your body.  The costs will be fixed, and a lot cheaper than you paying through the nose upon each occurrence.

One can describe it as buying a warranty.  What, the initial questioners ask?  You want me to pay money to this shop each month even  when nothing happens?  Yes and if something happens you get your car fixed for free.   Some gripe about losing $150 a month, until they see their first bill at a hospital would have cost them $5,000…. Then … they finally understand.

And you with families?  Especially you who have not taken your kids to a doctor because you couldn’t afford it?   You’re kids can now go…

So yes, those with money to lose will spend it all on ads telling you horror stories and capitalizing on one or two exceptions they make up as to who will pay more…

but just wait till October 1st, when you see that you start saving thousands…  EVERY SINGLE YEAR!

Then remember the Republican party tried to run the economy over a cliff, twice, to stop these savings from coming to you…..

October 1st, it is almost here.  About time for the pirated version to be leaked,  don’t you think?

I’m really sick today.. You see, when I was growing up, I was a history buff. I read childhood biographies of famous people, usually with the book behind the textbook while the teachers droned on and on, but once as a tyke, who upon seeing the obligatory National Park Film in the Williamsburg Visitors Center, after Patrick Henry sat down, I swore, I would always fight to protect the Constitution…. At that moment, even little as I was, I think I understood that I was temporary… But the Constitution like God, needed to be around forever…

With childish enthusiasm I imagined myself at times on the bridges of Lexington and Concord, roaming the swamps of South Carolina, and firing my muskets at King’s Mountain, and most importantly, crossing that line in the dirt on December 31, 1776 when no one else wanted to, to enlist till the end of the war.. . When it made the real difference, I said, I would step up at my own peril..

Today, I feel as George Washington must have, perched upon his horse on the New Jersey banks of the Hudson, watching the British inhabit New York and knowing there was nothing he or anyone else could do about it… Overmatched, the cause of freedom had taken a body slam.

Perhaps it is more like going back 2000 some years though. And being full of great optimism and hope for a burgeoning empire, a group of city states destined to prosper and rise, one whose morals would be impeccable, and suddenly without warning, ones best friend pulls out a knife and shoves it into your flesh and others pull out theirs, opening wounds where they can.

The Fourth Amendment to the US Constitution states that …. oh damn, here it is in it’s entirety.

“The right of the people to be secure in their persons, houses, papers, and effects, against unreasonable searches and seizures, shall not be violated, and no warrants shall issue, but upon probable cause, supported by oath or affirmation, and particularly describing the place to be searched, and the persons or things to be seized.”

Granted there have been times, particularly at war, when protecting Americans meant going against the grain of this… If someone is about to shoot you, I mean, it certainly would help if you know about it first…..

The problem with too much accumulation of information, is that once you have it, it can be used. Assurances along the lines of “I’ll never do that”… always down the line get replace with platitudes of…. ” I did it because I could…” or… ” I needed to.”

So having every thing you’ve ever done electronically in a file instantly accessed by simply typing in your name, can be a bit disconcerting… It’s a catch 22. If you have not a single demerit because you lead such a bland life, you get castigated for being a wallflower and uninteresting. On the other hand, if you take risks to live life fully, you get castigated for the errors you made… Either way, those with the power will use it to castigate you for something…. And though disguised as their trying to put you in your place, it is really their effective attempt to prove to others they wield power…

Today’s Senate voted overwhelmingly to continue the FISA Admendments Act. Like ACTA or CISPA or any other internet freedom restricting acts, had opposition been organized, it may have demanded another outcome. But today’s bill arose out of nowhere, and leadership demanded it pass, and pass it did….

Numb today, I understand the implications. It is like we chose to keep Japanese interned in concentration camps after the war was over. It is that bad.. If we are doing it for the Japanese, eventually someone argues, why not anyone else? And really, how else can one answer such an argument except to expand the offense to a greater scale?

I didn’t find about the attempted coup until waking up 3 am today. I did see outrage that Zuckerman’s picture was Twittered off a private feed! The silence over government taking our freedom, and the outrage over the release of privacy, is a stunning comparison. It begs the question: what is wrong with all of us? Shouldn’t the outrage be the other way around?

For the first time that I can find, we as a nation, have chosen to continue a war-powers act, on into peace-time. 9/11 is gone. Bin Laden is dead. We’ve preditor’d out Al Qaieda’s 2nd, 3rd, 4th, 5th, 6th, in command. We are out of Iraq. We will soon be out of Afghanistan. We are not in a war for our nation’s survival. So why does the government need access into every American’s email, facebook account, twitter, photo’s? Why does the FBI need to show up at your facebook friends home, with a letter stating that you are under surveillance and then asking questions of their relationship with you, then forcing their silence by telling them that they can be prosecuted themselves if they even reveal to you that they’d had contact with government officials? Gee, did you ever had a friend get weird on you suddenly, like for no reason?

Should our government be allowed to do that?

According to the text of the Fourth Amendment listed above…. Absolutely Not.

And it was over before the child in me could even get his powder cartridge out of his gunnysack…

(Courtesy of Delaware Liberal’s Hot & On Top Reporting)

Health and Human Services (HHS) Secretary Kathleen Sebelius announced that 5,600 Delaware residents will benefit from $1.8 million in rebates from insurance companies this summer, because of the Affordable Care Act’s 80/20 rule. These rebates will average $351 for the 5,300 Delaware families covered by a policy.

Obamacare is working!  Obamacare is saving people money.  They were at the mercy of insurance companies before.  Now, they have $1.8 million in their pocket.

It is not because of Republicans!.. They are the ones taking money out of your pocket, handing it to the insurance companies, and saying “don’t forget about that campaign contribution in October.”

No one can trust Republicans unless you are making more then 10 million a year. No one.

So when they say the first thing they want to do in January is repeal Obamacare,  and now you can see why.

That want insurance campaign contributions… and that is all.  They don’t give a fuck about you.

Only Democrats can right the wrongs… Do what you know you must.  Swear on a stack of Bibles, never, never,  never, never vote for a squirmy, sluggish, beetle-infested, putrid, maggotty, caterpillerish, centipedific, millipederishes, multi-lensed eyeballed, appendage ringed mouthed, stinger-embedded, infectious bacterial infested, food coveting, ooze secreting, spontaneously defecating  insect who swears allegiance to the Republican Party….

Spray them with insecticide instead…..

(Wow, what a great demo idea for the Republican National Convention……)

Sometimes after reading truth like this, you just want to walk into a room of thronging with roaches, pretend they’re Republicans and squish them each and every one ………

Lightning Strikes; No Damage is Done
Photo courtesy of 4AOS

With WikiLeaks being out of the news lately, I searched up what had been the most shocking revelations emanating from the world’s largest release of clandestine information…. Here were the top ten.

1) The US mislead the world on the amount of Iraqi’s who died by our hands as we stormed across our country….

No secret here. This is a military requirement. You always overstate your enemy’s casualties, and underestimate your own. Now, with the technology of instant communication, you have to steer clear of secondary causalities from innocent bystanders. Meaning they have to be zero, or as close to that as possible.

2) There were reports of torture that did not make the news reels. Again, of course. That is why it is called war and not high school athletics. War brings out the worst in people. We knew it happened long time ago, and that the Bush era was covering it up. , Again, no secret here. But if it were to happen today, the Obama administration would be forced to cover it up as well. This is no secret.

3) Issued in June 2004, Frago 242 required that coalition troops not investigate any breach of the laws of armed conflict unless it directly involved members of the coalition. Again, under their sovereignty, Iraqi’s had the right to do what they did. The coalition had jurisdiction, but not the power to override local actions. They were fighting a war requiring the Iraqi’s to police their own.

Again, no secret here.

4) The same unit and helicopter call sign Crazyhorse 18, which strafed and killed two Reuters employees and innocent children, also gunned down two militants who were trying to surrender to it. But wait, how can one surrender to a helicopter? Letting them go could cost another American soldier his life? You have no way to apprehend them! You have a mission and letting them go, with nothing but blind trust you will not be fired upon again, is just crazy. You have a minute, if not a second to make the decision. If a life is going to be lost, best it not be an American one. This is no secret; this should be no surprise.

5) The Iraqi hikers who were taken by Iran, were not in Iraq, but were spying in Iran… Under international law, Iran has every right to investigate and apprehend spies in its territory. Heaven’s knows. the United States certainly does the same! What would the sixties, seventies, and eighties have been without James Bond (Britain was our ally) movies? We all expected the outrage was fabricated. We all knew what had transpired..that we sent out an intelligence and infiltration mission, disguised as hikers, and got caught… Darn.

6) The documents also reveal that Iran and Hezbollah actively supported and trained anti-American Shiite militants in Iraq, such as Azhar al-Dulaimi, who abducted and beheaded four American soldiers before he was ultimately detained by U.S. forces. So Iran was conducting a shadowy war against the US in Iraq. No one is surprised now. But this supposedly is a great secret? What about the fact that Vice President Dick Cheney’s own Halliburton Company was avoiding the embargo with Iran by trading with it using a shell Halliburton company headquarted in Dubai. This secret, far more damaging to our national heritage, is one that wasn’t blown by Wikileaks.

7) Democracy was downplayed; no joke. Running a word search over the entire volume of Wikileaks, Der Spiegel reports that, in the 391,832 documents, the word “democracy” appears only eight times—improvised explosive devices are mentioned 146,895 times. I guess there may be a few people out there wearing flags on their lapels still who might be shocked at this revelation, but… I would think a military organization SHOULD be more concerned with objects blowing up it’s soldiers, than with how that nation’s future government shall be run… At least as a soldier in that particular branch of military,…… I would hope so.

8) The Syrian’s were helping Iraqi insurgents… No shit! This is a secret? The only nation that had anything in common with the Iraqi Baathist, was secretly helping them? How horrible! What an amazing revelation.

9) Private security contractors made mistakes and are: poorly trained, poorly motivated, and poorly led. These contractors, including Blackwater, were guilty of considerable mistakes, yet still have nothing to show their usefulness. On May 14, 2005, an American unit reportedly “observed a Blackwater PSD shoot up a CIV vehicle,” killing a father and wounding his wife and daughter. In another incident, a British contractor working with ArmorGroup shot and killed two of his co-workers in Baghdad during the summer of 2009, before trying to escape through the heavily fortified Green Zone. This again is nothing new. This argument was prevalent during the 2006 elections, as well as the 2008 elections. There is nothing worth mentioning. It is common knowledge that the only reason these private security firms were allowed into Iraq, was the sweat-heart deal arranged between their owners and then Vice President Cheney.

Finally, rounding out the top ten:

10) There is tension between the Kurds and Arabs of northern Iraq. Amazing revelation! Haven’t they been at odds the past two milleniums? Does it matter that they hate each other, and that when the US pulls out there may be bloodshed between these two factions? Isn’t this confidential news… were we supposed to believe that they loved each other and could cooperate together as well as do blacks and whites today, playing professional football on the Atlanta Falcons team?

These are what one site considers the top ten revelations of Wiki Leaks. Essentially they are verification substantiating what we already knew… Or put into human perspective, it is like seeing a long ago beach photo taken showing a young couple making out on the beach, and using that to prove they copulated, when the woman’s child has traits that look just like the man.

There is something bigger going on here which we are not told. These leaks once investigated have no meat, no secretive information. They will not change the dynamics on the planet…

The real tragedy is losing our freedom on the internet, because of an overreaction to nothing.

And if one finds these military actions offensive, discussion needs to take place… on how we want ourselves perceived in the future.
We should use the information to make ourselves a better nation.. Establish guidelines over when it is acceptable to fight dishonorably.

War is hell. The internet is our friend. You know, sometimes having a good friend in a relationship, actually does help prevent war from breaking out between two parties…

U.S. staff in embassies around the world were ordered by Secretary of State Hillary Clinton to obtain frequent flyer numbers, credit card details and even iris scans, fingerprints and DNA of foreign officials.

Can you imagine the innocent picking a dangling hair off an others sweater is not as innocent as it looks?

Soon all diplomacy will be across a giant screen as typified in Star Trek, to prevent the spread of DNA information. Why do we need DNA?

To make lookalike clones which we can insert in their place, … of course.

Wikileaks published some cables it had in its possession.

The US first pressured Amazon.com who was it’s server. Amazon dropped them. They then blocked the EveryDNS site that took over from Amazon, who dropped them as well. Then Visa, Mastercard,and Paypal were pressured into not paying Wikileaks money owed to them. Sweden, pressured by the US, found two hookers willing (for a sum, mind you) to press sex charges against Wikileaks founder, in what all parties admitted, was a consensual arrangement. Now Britain, pressured by the US, is considering extraditing that person to Sweden.

Normal, everyday people fought back. Their freedom is at stake. Yesterday, Visa, Mastercard, and Paypal went down under multiple service requests.

Tomorrow it may be the British Government itself.

So far, no military information has been disclosed. So far nothing that affects our security has been disclosed. The only thing disclosed…. are certain State Department officers opinions of international figures.

Again, this whole mess is due to people’s opinions…

What? We can’t have opinions on the internet now? If this is not settled with a negotiated settlement,…. yeah. This action by the US government sets the precedent that we can’t express opinions on the internet anymore.. Gee!… Who would that benefit?

It has long been held that the internet is simply an extension of discussion. Are we not allowed to express our opinions verbally in assembly? Are we not allowed to express our opinions in written letters? Are we not allowed to express our opinions in emails?

Apparently members of our government prefer that we not say anything on the internet… Sorry… That’s out of date. The internet IS my primary method of expressing my opinions. It is how I reach those closest to me. To paraphrase Pink Floyd: it IS who i am.

The freedom of internet must be protected at all costs, just like I protect my right to say, “Mr. DeLuca. That’s bullshit.” If that means shutting down a second rate government unwilling to think on it’s own feet, then… so be it.

Of course.. the Chinese are watching. There are great lessons to be learned here! Huge lessons! Whichever minor officer of the Executive Branch who initiated the call to go after Wikileaks, put this nation in great danger.

Lesson learned. If the US puts all of Fort Myers and Fort Quantico’s servers into action to attack a site, it pales to what independent home computers can do if those owners are not on your side. Bluntly put, it’s a lot easier to block 10 million DoS from one location, than it is to block one DoS bot from 10 million locations scattered around the globe. Upon seeing this, China ought to be handing out to each it’s 1.3 billion citizens, their own personal computer. With our paltry 330 million civilians, we’re outnumbered three to one. There’s no way we can win a cyber war.

Who would have thought decentralizing warfare, would be better than creating a cyber service?