On September 18, 2006, an NASD arbitration panel considered a case alleging a violation of whistleblower protections in the Sarbanes-Oxley Act of 2002 ("SOX" or the "Act"). The case involves allegations that a mutual fund salesman (the "Claimant") was wrongfully terminated as a result of alerting his superiors on two occasions that his employer, a mutual fund distributor (the "Distributor"), had violated securities regulations. The Wall Street Journal reported that the case is perhaps the first to be addressed by an NASD arbitration panel involving such allegations and is unusual among Wall Street wrongful termination disputes because the claim was also filed against five executives of the Distributor individually.
The Claimant alleged that he had been a top salesman at the Distributor, and that he was terminated because he informed his superiors that (i) a sales event was conducted by the Distributor in violation of NASD rules for sales contests that are intended to prevent brokers from selling unsuitable products to investors in order to win sales prizes, and (ii) the Distributor had improperly marketed a mutual fund by suggesting that the fund was substantially similar to another, high performing fund when in fact the two funds had different investment approaches. The Distributor alleged that the Claimant was fired because he failed to meet sales quotas. The Claimant is reportedly seeking more than $10 million in compensation and damages, in addition to other relief.
"NASD to Hear Suit Over Firing of ING Employee," The Wall Street Journal, C7, September 18, 2006; "Fired Fund Seller Faces Off With ING," Ignites, September 18, 2006.
On September 15, 2006, the FASB issued Statement of Financial Accounting Standards No. 157 (the "Statement"), which defines fair value, establishes a framework for measuring fair value under generally accepted accounting principles ("GAAP"), and expands required disclosures about fair value measurements.
In the summary accompanying the Statement (the "Summary"), the FASB noted that prior to the Statement, there existed different definitions of fair value and limited guidance for applying such definitions that resulted in inconsistencies and added complexity in applying GAAP. Moreover, this guidance was previously dispersed throughout many accounting pronouncements. In developing the guidance in the Statement, the FASB considered the need for increased consistency and comparability in fair value measurements and for expanded disclosures about such measurements.
For assets and liabilities measured at fair value on a recurring basis in periods subsequent to initial recognition (for example, trading securities), the reporting company (the "company") must disclose information that enables users of its financial statements to assess the inputs used to develop those measurements and, for recurring fair value measurements using significant unobservable inputs (i.e., inputs that reflect the company's own assumptions about the assumptions market participants would use in pricing the asset or liability, developed based on the best information available in the circumstances), the effect of the measurements on earnings for the period. To meet this objective, the company must disclose in each interim and annual period (among other information), separately for each major category of assets and liabilities, the fair value measurements at the reporting date. In annual periods only, the company must disclose, separately for each major category of assets and liabilities, the valuation technique used to measure fair value and include a discussion of any changes in valuation techniques during the period.
For assets and liabilities measured at fair value on a non-recurring basis in periods subsequent to initial recognition (for example, impaired assets), the company must disclose information that enables users of its financial statements to assess the inputs used to develop those measurements. To meet this objective, the company must disclose for each interim and annual period (among other information), separately for each major category of assets and liabilities, the fair value measurements recorded during the period and the reasons for the measurements and, for fair value measurements using significant unobservable inputs, a description of the inputs and the information used to develop the inputs. In annual periods only, the company must disclose, separately for each major category of assets and liabilities, the valuation techniques used to measure fair value and include a discussion of any changes in valuation techniques used to measure similar assets and/or liabilities in prior periods.
The Statement provides that quantitative disclosures using a tabular format are required in all periods (interim and annual), while qualitative (narrative) disclosures about the valuation techniques used to measure fair value are required in all annual periods.
The Statement is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. The FASB is encouraging earlier adoption, provided a company has not yet issued financial statements for that fiscal year.
Financial Accounting Standards Board of the Financial Accounting Foundation, Statement of Financial Accounting Standards No. 157 Fair Value Measurements. A copy of the Statement is available at http://www.fasb.org/pdf/fas157.pdf.
The SEC has settled administrative proceedings against the chairman (the "Respondent") of an investment adviser (the "Adviser") who also acted as a portfolio manager and chief executive officer for a money market fund (the "Fund") for violating the 1940 Act and the Advisers Act. Specifically, the SEC's order states that the Respondent (i) failed to reimburse Fund expenses, which resulted in a prohibited borrowing from an investment company, (ii) purchased bonds for the Fund that exceeded the maturity limit for money market fund securities under Rule 2a-7 of the 1940 Act, which resulted in the Fund being prohibited from holding itself out as a money market fund; and (iii) failed to maintain accurate books and records.
Of particular note was the Respondent's illegal failure to reimburse Fund expenses. The Adviser had agreed to voluntarily reimburse the Fund for any expenses that exceeded 0.25% of the Fund's average daily net assets. Each month, the Fund's administrator calculated the amount that the Fund's expenses exceeded the 0.25% cap, sent an invoice to the Adviser for such amount, and recorded a receivable in the Fund's books. According to the SEC's order, despite being billed for this receivable on a monthly basis, the Adviser consistently failed to pay the receivable in a timely manner. The staff advised the Adviser in a July 1999 letter that Section 17(a) of the 1940 Act prohibits an investment adviser from borrowing from a registered investment company and that failure to reimburse excess expenses has been held to be an unlawful borrowing under Section 17(a)(3). Notwithstanding this letter and numerous subsequent requests for timely payment from the Fund's administrator and board, the Adviser continued to be delinquent on its obligation to pay the receivable. By the time the Adviser made payment in full of the receivable, more than four years after the date of the staff's letter, the receivable represented 3% of the Fund's assets. The Fund was liquidated less than one year after the date of such payment.
The SEC concluded in its order that the Respondent willfully aided and abetted and caused the Adviser's violations of Section 17(a)(3) of the 1940 Act, among other violations, which prohibits any affiliated person of a registered investment company from borrowing money or other property from such registered company. The Respondent consented to the entry of the order without admitting or denying the SEC's findings.
In the Matter of James A. Casselberry, Jr., Investment Advisers Act Rel. No. 2550; Investment Company Act Rel. No. 27481 (Sept. 14, 2006), available at http://www.sec.gov/litigation/admin/2006/ia-2550.pdf.
In two recent public addresses, the SEC's Director of the Division of Investment Management, Andrew J. Donohue, discussed his views on the importance of compliance and current initiatives at the Division of Investment Management.
Director Donohue emphasized the importance for CCOs, attorneys and compliance professionals to identify and eliminate, or at least establish controls to address, potential conflicts of interest. Similarly, an adviser must update its disclosures to clients to reflect the evolving nature of the adviser's conflicts.
Director Donohue identified the Investment Adviser/Broker Dealer Study as one of the largest initiatives currently being undertaken by the SEC. He explained that the data from this study should provide the SEC with additional material to make fully informed evaluations regarding the broker-dealer and investment advisory regulatory schemes and how those schemes impact both firms and investors.
Director Donohue identified the modernization of the books and records rules as another major initiative for the SEC. He explained that he envisioned a comprehensive review of the SEC's books and records requirements that would take into account currently available technology, which could assist firms in maintaining and producing records in a cost-effective manner.
Director Donohue identified Form ADV, Part 2 as another major initiative and stated that his staff is working on a recommendation (re-proposed from 2000, when the SEC deferred proposed amendments to Form ADV, Part 2) for the SEC.
Director Donohue reported that he had also asked his staff to focus on soft dollars, portfolio trading practices and best execution, noting that in addition to the soft dollar guidance issued this summer, the Division of Investment Management is working to respond to a request from SEC Commissioners and fund boards for additional guidance in this area. The Director stated that soft dollars should not be considered in isolation, and that advisers and clients should focus on the influence of soft dollar arrangements on the overall practices of how an adviser places trades and meets its best execution obligations. He further noted that compliance professionals should focus on the conflicts of interest involved in brokerage commissions, adding "[y]our inquiry should not be limited to commissions on equity trades. There are best execution challenges in other asset classes as well, including fixed income." Director Donohue also stated that best execution inquiries should be made across all accounts and products, including separately managed accounts.
Director Donohue also reported that Chairman Cox will recommend that the SEC implement a new anti-fraud rule under the Investment Advisers Act of 1940 (the "Advisers Act") that would permit a "look through" to hedge fund investors.
Director Donohue also discussed measures that the Division of Investment Management is undertaking or considering to prioritize and streamline the review of ETF applications. He also noted that the staff is beginning to develop a proposal for an ETF rule under the 1940 Act that would permit new ETFs to come to market without first obtaining an exemptive order. Director Donohue stated that such a rule would most likely be tailored to routine, index-based ETFs, the type of ETF with which the staff has substantial experience.
Speech by SEC Staff: Remarks Before the 4th Annual Art of Indexing Summit by Andrew J. Donohue, September 20, 2006, available at http://www.sec.gov/news/speech/2006/spch092006ajd.htm. Speech by SEC Staff: Keynote Address Before IA Week's 6th Annual Fall Compliance Conference, September 25, 2006, available at http://www.sec.gov/news/speech/2006/spch092506ajd.htm .
On September 26, 2006, the SEC voted to adopt amendments to Rule 22c-2 (the "redemption fee rule" or "rule") under the Investment Company Act of 1940 (the "1940 Act") to (i) clarify the operation of the rule and (ii) reduce the number of intermediaries with which open-end investment companies ("funds") must negotiate shareholder information agreements. The SEC also extended the compliance date of the rule from October 16, 2006 to April 16, 2007, with respect to the requirement that funds must enter into shareholder information agreements with their financial intermediaries. See "Compliance Dates" below.
(ii) a fund or its principal underwriter to enter into a written agreement with each financial intermediary of the fund, whereby the intermediary agrees to provide shareholder information to the fund and execute any instructions from the fund to restrict or prohibit further purchases or exchanges of fund shares by a shareholder who has been identified by the fund as having engaged in transactions that violate the fund's frequent trading policies (a "shareholder information agreement").
On February 28, 2006, the SEC proposed certain amendments to the redemption fee rule in an effort to reduce the compliance costs for implementing the rule and to clarify the application of the rule, particularly with respect to shareholder information agreements. The final amendments are summarized below.
The amendments (i) limit the types of intermediaries with which funds must enter into shareholder information agreements, (ii) address the application of the rule when there are chains of intermediaries, and (iii) clarify the effect of a fund's failure to obtain an agreement with any of its intermediaries.
As amended, the redemption fee rule excludes from the definition of a "financial intermediary" any entity that a fund treats as an "individual investor" under the fund's frequent trading and redemption fee policies. For example, if a fund applies its redemption fee policies or exchange limitation to a retirement plan as a whole, rather than applying its policies to the purchases and redemptions of each employee in the plan, then the retirement plan would be excluded from the definition of a "financial intermediary" and the fund would not be required to enter into a shareholder information agreement with the retirement plan.
As amended, funds must enter into shareholder information agreements with "each financial intermediary that submits orders, itself or through its agent, to purchase and redeem shares directly to the fund." Therefore, even if a financial intermediary submits its orders through an agent that is not a financial intermediary under the rule, a shareholder information agreement is required between the fund and the financial intermediary (or its agent).
In order to clarify the operation of the rule as it applies to intermediary chains (for example, when an intermediary, such as a broker-dealer, holds shares of a fund not only on behalf of individual investors, but also on behalf of other financial intermediaries, such as pensions plans or other broker-dealer ("indirect intermediaries") through one or more layers of intermediaries or chains), the amended rule requires that a fund (or its principal underwriter or transfer agent) enter into a shareholder information agreement with only those financial intermediaries that submit purchase or redemption orders directly to the fund, its principal underwriter or transfer agent, or a registered clearing agency ("first-tier intermediaries"). The amended rule does not require first-tier intermediaries to enter into shareholder information agreements with any indirect intermediaries. In addition, the amended rule permits a fund's transfer agent to enter into a shareholder information agreement on the fund's behalf.
The amended rule defines a shareholder information agreement as an agreement under which a financial intermediary agrees to use its best efforts to determine, promptly upon request of the fund, whether any specific person about whom it has received the identification and transaction information is itself a financial intermediary. After receiving initial transaction information from a first-tier intermediary, the fund must make a specific further request to the first-tier intermediary for information on certain shareholders. Thus, a shareholder information agreement need not require a first-tier intermediary to perform a complete review of its books and records to identify all indirect intermediaries; rather, a first-tier intermediary need only use its best efforts to identify whether a certain specific account identified by a fund is an indirect intermediary. However, the shareholder information agreement must require the first-tier intermediary to prohibit, at the fund's request, an indirect intermediary from purchasing additional shares of the fund through the first-tier intermediary in the event the indirect intermediary does not provide underlying shareholder information.
The amended rule provides that, if a fund does not have a shareholder information agreement with a particular intermediary, the fund must prohibit such intermediary from purchasing the fund's securities "in nominee name on behalf of other persons." (Automatic reinvestment of dividends will not be considered a purchase for these purposes.) However, the intermediary's purchases of fund securities on behalf of the intermediary itself, and purchases by other intermediaries who have entered into a shareholder information agreement with the fund, would not be prohibited.
The SEC declined to impose limits on how frequently a fund may exercise its information gathering rights under shareholder information agreements, noting that it expects funds that are susceptible to market timing to use the tool regularly.The SEC release sets forth guidance on the factors that a fund could consider in determining the frequency with which it should seek transaction information from its intermediaries pursuant to the shareholder information agreement, which include: (i) unusual trading patterns, such as abnormally large inflows or outflows, that may indicate the existence of frequent trading abuses; (ii) the risks that frequent trading poses to the fund and its shareholders in light of the nature of the fund and its portfolio; (iii) the risks to the fund and its shareholders of frequent trading in light of the amount of assets held by, or the volume of sales and redemptions through, the financial intermediary; and (iv) the confidence the fund (and its chief compliance officer) has in the implementation by an intermediary of trading restrictions designed to enforce fund frequent trading policies or similar restrictions designed to protect the fund from abusive trading practices.
The SEC noted that some intermediaries have responded to market timing concerns by enforcing their own frequent trading policies, which might differ from the fund's policies.The SEC acknowledged in the release that, in appropriate circumstances, a fund "could reasonably conclude that an intermediary's frequent trading policies sufficiently protect fund shareholders, and could therefore defer to the intermediary's policies rather than seek to apply the fund's policies on frequent trading to shareholders who invest through that intermediary." The SEC noted that in such circumstances, the fund should make certain related prospectus disclosures and direct shareholders to any disclosures provided by the intermediaries with which they have an account to determine what restrictions apply to them.
The SEC declined to standardize the terms and conditions of the redemption fee due to a lack of industry consensus and a desire to preserve the flexibility of each fund to create its own policies. The SEC stated that, although it may reconsider its decisions at a later time, until then, the terms of redemption fee policies are a matter for fund boards to determine.
The original compliance date for the rule was October 16, 2006. The release extends by six months, until April 16, 2007, the date by which funds must enter into shareholder information agreements, and extends by twelve months, until October 16, 2007, the date by which funds must be able to request and promptly receive shareholder identity and transaction information pursuant to such shareholder information agreements. The SEC noted that the latter extension is designed to allow additional time for funds and intermediaries to revise their systems to accommodate requests made pursuant to shareholder information agreements.
The compliance deadline of October 16, 2006 remains unchanged for those provisions of the rule that require a fund's board to consider the adoption of a redemption fee policy.
In this case, a shareholder proposal to amend a company's by-laws to require the company to publish the names of shareholder-nominated candidates for director positions, together with the names of candidates nominated by the company's board of directors, was excluded by the company pursuant to the Rule. The shareholder, however, argued that the Rule is limited to proposals that address particular elections, rather than elections generally.
In deciding to reject the SEC's position, the Court considered both the SEC's current interpretation of the Rule as set forth in its amicus brief, and the SEC's interpretation of the Rule from 1976 (the "1976 Interpretation"), the year the rule was amended by the SEC to clarify the purpose of the existing election exclusion. The Court concluded that the 1976 Interpretation "clearly reflects the view that the [Rule] is limited to shareholder proposals used to oppose solicitations dealing with an identified board seat in an upcoming election and rejects the somewhat broader interpretation that the [Rule] applies to shareholder proposals that would institute procedures making such election contests more likely." The Court noted that, because the SEC's current interpretation conflicts with the SEC's 1976 Interpretation, which the SEC had espoused for approximately 16 years before the Division of Corporation Finance began to signal a change of course, the SEC's current interpretation "does not merit the usual deference we would reserve for an agency's interpretation of its own regulations." The Court faulted the SEC for failing to acknowledge a changed position as between the two interpretations or provide a "reasoned analysis" of such change, and gave greater weight to the 1976 Interpretation. The Court expressly stated that in making its ruling, it took no sides in the policy debate regarding shareholder access to corporate ballots, and noted that "Congress has determined that such issues are appropriately the province of the SEC, not the judiciary." The case was reversed and remanded.
In response to the Court's decision, the SEC announced that the Division of Corporation Finance will recommend an amendment to Rule 14a-8 under the 1934 Act regarding director nominations by shareholders. In the SEC press release announcing that the proposed amendment would be forthcoming, SEC Chairman Christopher Cox indicated that the revisions would promote a "consistent nationwide application" of Rule 14a-8. The proposed amendment is calendared for the SEC's October 18, 2006 open meeting.
American Federation of State, County & Municipal Employees, Employees Pension Plan v. American International Group, Inc., 2nd Cir., Docket No. 05-2825-cv, Sept. 5, 2006. Commission Calendars Proposed Amendment to Rule 14a-8 Governing Director Nominations by Shareholders, SEC Press Release No. 2006-150 (Sept. 7, 2006), available at http://www.sec.gov/news/press/2006/2006-150.htm.
Amendment to Instruction 2 to Item 15(b) of Form N-1A; Amendment to Instruction 2 to Item 21.2 of Form N-2; Amendment to Instruction 2 to Item 22(b) of Form N-3.
Amendments to Items 22(b)(7), 22(b)(8), and 22(b)(9) of Schedule 14A; Amendments to Items 12(b)(6), 12(b)(7), and 12(b)(8) of Form N-1A; Amendments to Items 18.9, 18.10, and 18.11 of Form N-2; Amendments to Items 20(h), 20(i), and 20(j) of Form N-3.
The requirements formerly under Item 7 regarding the nominating and audit committees, board meetings, the nominating process, and shareholder communications generally are now included under Item 22(b) by cross-references to the appropriate paragraphs of new Item 407 of Regulation S-K. In addition, amended Item 22(b) incorporates disclosures relating to the independence of members of nominating and audit committees that are similar to those contained in new Item 407(a) of Regulation S-K and that previously were required under Item 7. The proxy disclosure regarding directors who have resigned or declined to stand for re-election previously required under Item 7(g) has been moved to Item 22(b)(17). In addition, certain changes to Item 7 require disclosure of the information required by new Item 407(a) rather than the disclosure that was required prior to the amendments by Item 404(b). The provisions of paragraphs (d)-(h) of Item 7, which duplicated new Item 407, were deleted from Item 7 and now appear in new Item 407.
 Item 11 of Form 10-K.
The SEC has settled administrative proceedings against five investment advisers for allegedly charging excessive performance-based fees to mutual fund clients in violation of Section 205(a) of the Investment Advisers Act of 1940 (the "Advisers Act").
increases and decreases proportionately with the investment performance of the fund over a specified period in relation to the investment record of an appropriate index.
the fulcrum fee is computed on the basis of the fund's asset value averaged overthe most recent sub-period or sub-periods of the rolling period.
The SEC found that each investment adviser failed to calculate total fees charged to certain mutual fund clients in compliance with either Rule 205-2(b) or Rule 205-2(c), resulting in such clients being overcharged by all of the investment advisers in the aggregate amount of approximately $7 million in fees between April 1997 and December 2004. In four cases, the SEC found that the investment adviser had calculated the performance fee based on the funds' average net asset values following the applicable performance measurement period. In the fifth case, the SEC found that, while performance was measured over a 36-month rolling period, the investment adviser had applied its total fee rate to the fund's daily net asset value (rather than the required sub-period(s) that comprise the rolling period).
Each investment adviser discontinued its non-compliant fee calculation method and subsequently reimbursed the affected funds for the excess fees plus interest during the course of the SEC's investigation. Pursuant to the SEC's orders in these proceedings, each respondent was censured and agreed, without admitting or denying the SEC's findings, to cease and desist from committing or causing any violations and any future violations of Section 205(a) of the Advisers Act.
In the Matter of Kensington Investment Group, Inc., Investment Advisers Act Rel. No. 2545 (Sept. 7, 2006), available at http://www.sec.gov/litigation/admin/2006/ia-2545.pdf; In the Matter of Numeric Investors LLC, Investment Advisers Act Rel. No. 2546 (Sept. 7, 2006), available at http://www.sec.gov/litigation/admin/2006/ia-2546.pdf; In the Matter of Putnam Investment Management, LLC, Investment Advisers Act Rel. No. 2547 (Sept. 7, 2006), available at http://www.sec.gov/litigation/admin/2006/ia-2547.pdf; In the Matter of Gartmore Mutual Fund Capital Trust, Investment Advisers Act Rel. No. 2548 (Sept. 7, 2006), available at http://www.sec.gov/litigation/admin/2006/ia-2548.pdf; In the Matter of The Dreyfus Corporation, Investment Advisers Act Rel. No. 2549 (Sept. 7, 2006), available at http://www.sec.gov/litigation/admin/2006/ia-2549.pdf.
The SEC's Office of the Chief Accountant and Divisions of Corporation Finance and Investment Management provided interpretive guidance on how the effects of a carryover or reversal of prior year financial statement misstatements should be considered in quantifying current year financial statement misstatements, as set forth in Staff Accounting Bulletin No. 108 (the "Bulletin").
The interpretive guidance set forth in the Bulletin is designed to address the use by registrants of two different methods for quantifying the amount of misstatements that were not corrected at the end of the prior year: (1) the income statement approach and (2) the balance sheet approach.
Under the income statement approach, the error is quantified as the amount by which the current year income statement is misstated (i.e., as though the error originated in the current year, thereby ignoring the "carryover effects" of prior year misstatements). Under the balance sheet approach, the error is quantified as the cumulative amount by which the current year balance sheet is misstated (i.e., regardless of the year the error originated).
The Bulletin states that registrants should quantify misstatements using both income statement and balance sheet approaches, and evaluate the error measured under each approach. The Staff noted in its press release announcing the Bulletin that exclusive reliance on either the income statement approach or the balance sheet approach would not be sufficient. The Bulletin noted that the primary weakness of the income statement approach is that it does not consider the correction of prior year misstatements in the current year (i.e., the reversal of the carryover effects) to be errors. The Bulletin further noted that the primary weakness of the balance sheet approach is that it can result in the accumulation of significant misstatements on the balance sheet that are individually deemed immaterial in part because the amount that originates in each year is quantitatively small.
SEC's Office of the Chief Accountant and Divisions of Corporation Finance and Investment Management Release Staff Accounting Bulletin 108, SEC Press Release No. 2006-153 (Sept. 13, 2006), available at http://www.sec.gov/news/press/2006/2006-153.htm. A copy of Staff Accounting Bulletin No. 108 is available at http://www.sec.gov/interps/account/sab108.pdf.
As reported in a previous issue of the Investment Management Industry News Summary, the SEC recently adopted certain amendments to the disclosure requirements for executive and director compensation, related person transactions, director independence, other corporate governance matters and security ownership of officers and directors. The amendments affect disclosure in proxy and information statements, periodic reports, current reports and other filings under the Securities Exchange Act of 1934 (the "1934 Act"), and in registration statements under the 1934 Act and the Securities Act of 1933 (the "1933 Act").
The amendments are intended to provide investors with a clearer and more complete picture of the compensation earned by a company's principal executive officer, principal financial officer, highest paid executive officers and members of its board of directors. They are also intended to provide better information about key financial relationships among companies and their executive officers, directors, significant shareholders and these persons' immediate family members.
On August 29, 2006, the SEC released its final rule implementing these amendments. Although these amendments primarily apply to public operating companies, the elements that apply to registered investment companies are summarized below.
The final rule requires any relocation plans to be included in the description of the portfolio manager compensation set forth in the statement of additional information.
As proposed, the threshold for disclosure of certain interests, transactions, and relationships of each director or nominee for election as director who is not an "interested person" within the meaning of Section 2(a)(19) of the Investment Company Act of 1940 (the "1940 Act") has increased from $60,000 to $120,000. This disclosure is required in investment company proxy and information statements and registration statements. The increase in the disclosure threshold corresponds to the increase in the disclosure threshold for amended Item 404 of Regulation S-K from $60,000 to $120,000.
Information that previously was required under Item 7 will instead be required under Item 22(b). The substance of these requirements has not been altered.
Item 10 of Form N-CSR has been amended to include a cross reference to new Item 407(c)(2)(iv) of Regulation S-K and to new Item 22(b)(15) of Schedule 14A, in lieu of the former reference to Item 7(d)(2)(ii)(G) of Schedule 14A. The substance of the information required by Item 10 has not been changed.
As proposed, the final rule applies the same executive compensation disclosure requirements to business development companies that apply to operating companies. This change eliminates the inconsistency between Form 10-K (which requires business development companies to furnish all of the information required by Item 402 of Regulation S-K) and the proxy rules and Form N-2 (which require business development companies to provide some of the information from Item 402 and other information that applies to registered investment companies). Under the amendments, the registration statements of business development companies are required to include all of the disclosures required by Item 402 of Regulation S-K for all of the persons covered by Item 402. This disclosure will also be required in the proxy and information statements of business development companies if action is to be taken with respect to the election of directors or with respect to the compensation arrangements and other matters enumerated in Items 8(b) through (d) of Schedule 14A. Business development companies will also be required to make these disclosures in their annual reports on Form 10-K.
As a result of the amendments, the compensation disclosure in the proxy and information statements and registration statements of business development companies are required to cover the same officers as for operating companies, including the principal executive officer and principal financial officer, as well as the three most highly compensated executive officers that have total compensation exceeding $100,000. In addition, the registration statements of business development companies are no longer required to disclose compensation of members of the advisory board or certain affiliated persons of the company. Finally, the proxy and information statements and registration statements of business development companies are not required to include compensation from the "fund complex," as was previously required in some circumstances.
Registered investment companies must comply with the final rule's disclosure requirements in initial registration statements and post-effective amendments that are annual updates to effective registration statements on Forms N-1A, N-2 (except those filed by business development companies) and N-3, and in any new proxy or information statements, filed with the SEC on or after December 15, 2006.
Companies subject to 1934 Act reporting requirements must comply with the final rule's disclosure requirements in Forms 8-K for triggering events that occur on or after November 7, 2006 and in Forms 10-K and 10-KSB for fiscal years ending on or after December 15, 2006. Companies other than registered investment companies must comply with these disclosure requirements in 1933 Act registration statements and 1934 Act registration statements (including pre-effective and post-effective amendments), and in any proxy or information statements filed on or after December 15, 2006.
In its initial rule proposal, the SEC sought to require companies to disclose total compensation paid in the last fiscal year to up to three employees who were not executive officers during the period, but whose total compensation exceeded that of any of the company's named executive officers. Commenters objected to this proposal on various grounds, including materiality, administrative cost and potential competitive harm. The SEC has revised its proposal to apply only to employees who have responsibility for significant policy decisions within the company, a significant subsidiary or a principal business unit, division or function of the company. Comments on this revised proposal must be submitted on or before October 23, 2006.
Securities and Exchange Commission Release Nos. 33-8732A; 34-54302A; IC-27444A; File No. S7-03-06. The final rule release is available at http://www.sec.gov/rules/final/2006/33-8732a.pdf. The proposed rule was reported on in the February 10, 2006 issue of this Summary. The adoption of the rule was reported on in the August 7, 2006 issue of this Summary.
The NASD has issued a notice to members ("Notice") announcing that the SEC has approved amendments to NASD Rules 2210 and 2211 regarding mutual fund performance advertising. New Rule 2210(d)(3)(A) requires that all communications with the public, other than institutional sales material and public appearances, that present mutual fund performance data (other than money market funds) must disclose the standardized performance information mandated by Rule 482 under the Securities Act of 1933 and Rule 34b-1 under the 1940 Act. In addition, to the extent applicable, such communications must disclose the maximum sales charge imposed on purchases or the maximum deferred sales charge, and the fund's total annual operating expense ratio, gross of any fee waivers or expense reimbursements. Both the sales charges and the expense ratio should reflect the amounts stated in the fee table in the fund's prospectus current as of the date of submission of an advertisement for publication, or as of the date of distribution of other communications with the public. The NASD stated that a fund's expense ratio also may be presented net of waivers and reimbursements, as long as both the gross and net expense ratios are presented in a fair and balanced manner in accordance with the standards of NASD Rule 2210. The NASD stated that it expects a member that also presents a subsidized expense ratio to disclose in the sales material whether the fee waivers or expense reimbursements were voluntary or mandated by contract, and the time period during which the fee waiver or expense reimbursement obligation, if any, remains in effect.
New Rule 2210(d)(3)(B) provides that all of the information required by paragraph (A) must be set forth "prominently," and that in any print advertisement, this information must be set forth in a prominent text box that contains only the required information and, at the member's option, comparative performance and fee data and other disclosures required by Rule 482 and Rule 34b-1. The Notice explains that the text box requirement applies only to advertisements that appear in print advertisements, such as a print newspaper, magazine or other periodical, but not to printed sales literature, such as fund fact sheets, brochures or form letters, nor to Web sites, television or radio commercials, or any other electronic communication. The Notice also states that the NASD will apply the same prominence and proximity standards for disclosure of the expense ratio as those used for standardized performance and sales charges under the SEC rules.
Advertisements that contain mutual fund performance data and are used on or after April 1, 2007, must comply with the new disclosure requirements.
Mutual Fund Performance Sales Material, NASD NTM 06-48 (posted Sept. 1, 2006), available at http://www.nasd.com/web/groups/rules_regs/documents/notice_to_members/nasdw_017302.pdf.
The U.S. District Court for the Eastern District of Wisconsin has granted separate motions for summary judgment filed by two individual defendants in an SEC action relating to charges of insider trading. The SEC's complaint alleged that, while other investors were not told about problems relating to two high-yield municipal bond funds, the investment adviser's president tipped an investor about the funds' liquidity and/or pricing problems prior to a significant devaluation, and the investor thereafter liquidated his shares in one of the funds. The president and investor countered that, while the president did possess material, non-public information relating to the fund in question, he did not communicate that information to the investor. The court found that the evidence showed that the investor's liquidation of his shares was consistent in amount and timing with a past pattern of sales, thereby overcoming any inference of insider trading based on the evidence the SEC presented.
Commission Issues Order Finding that Fund Administrator Caused and Aided and Abetted Violations of Section 19(a) and Rule 19a-1.
According to the SEC order, three closed-end funds administered by the respondent paid numerous dividends between January 2000 through March 2004 that included a return of shareholders' capital without providing shareholders with a 19(a) notice. In addition, the SEC alleged that the respondent obtained an exemption in 2002 from the Commission for two of the funds to allow them to distribute long-term capital gains more than once a year. The SEC stated that the exemption was granted, in part, on the basis of the respondent's representation in its application that it was providing 19(a) notices to shareholders of the funds. The SEC found that the representation was an untrue statement of material fact in violation of Section 34(b) of the 1940 Act. To settle these charges, the respondent was ordered to cease and desist from further violations of Section 34(b) and agreed to pay a civil penalty of $425,000.
In a related matter, the Commission published a notice of intent to rescind the respondent's 2002 exemptive order on the basis of the order finding violations of Section 34(b). The notice of the Commission's intention to rescind the exemptive order gives interested persons until Sept. 25, 2006, to request a hearing.
In the Matter of Delaware Service Company, Inc., Inv. Co. Act Rel. No. 27473 (Aug. 31, 2006), available at http://www.sec.gov/litigation/admin/2006/ic-27473.pdf; Delaware Investments Dividend and Income Fund, Inc., et al., Notice of Intention to Rescind an Order, SEC Rel. No. IC-27475 (Sept. 1, 2006), available at http://www.sec.gov/news/digest/2006/dig090606.txt.
The SEC staff said that it will not recommend enforcement action to the Commission under Section 206(4) of the Investment Advisers Act of 1940 and Rule 206(4)-2, thereunder, against any newly registered hedge fund adviser that relies, for purposes of Rule 204-2(b)(3), on an audit of a limited partnership, limited liability corporation or other pooled investment vehicle (collectively, "hedge fund") by an accountant that has performed non-audit services for, or had certain relationships with, the hedge fund audit client or its affiliates, including the adviser, that would preclude the accountant from being independent under the Commission's independence rules. The relief was subject to the following conditions: (a) the services or relationships would not impair the accountant's independence under independence standards that were applicable to an audit of a hedge fund prior to registration by the adviser; (b) those services or relationships prohibited by the Commission's independence rules cease by June 30, 2007; and (c) the investment adviser will cause the hedge fund to disclose in the footnotes to its financial statements: (i) that the accountant was independent under independence standards that were applicable to an audit of a hedge fund prior to registration by the adviser; (ii) that the accountant was not independent under the Commission's independence rules; (iii) the general reasons why the accountant was not independent under the Commission's independence rules; and (iv) a brief description of the relief and the duration of the relief granted by the staff.
Deloitte & Touche, SEC No-Action Letter (avail. Aug. 28, 2006), available at http://www.sec.gov/divisions/investment/noaction/2006/deloitte082806.htm.
An NASD Hearing Panel censured the underwriter and distributor of mutual funds and imposed a $5 million fine, finding that from 2001 through 2003 the firm directed brokerage commissions to the firms that sold the most of the mutual funds' shares. The Panel found that the investment adviser for the mutual funds (which was also the firm's parent company) paid more than $98 million in directed brokerage payments to these brokers.
NASD's Anti-Reciprocal Rule prohibits NASD members from using brokerage commissions from the sales of a fund's portfolio securities to reward brokerage firms that sell the funds' shares. The Panel found that the firm requested and arranged for the investment adviser to direct brokerage to the retail brokerage firms that were the top 50 sellers of the funds' shares during the prior year. The Panel also found that the target amount of commissions that the firm recommended was based on the specific amount of sales that the retail firm had achieved.
Yet the Panel did not find that the firm engaged in a pattern of intentional or reckless misconduct over a period of years, noting that the firm's use of directed brokerage was consistent with the practices in the industry at the time, that the regulators did not raise concerns about these practices until 2001, and that the firm voluntarily changed its practices when the regulators started expressing concerns. The Panel also did not impose sanctions for the total directed brokerage payments, as NASD Enforcement requested, noting that the sanctions may only address the firm's conduct and the adviser, which is not subject to NASD jurisdiction, actually placed and paid the commissions.
The decision will become final after 45 days unless it is appealed to NASD's National Adjudicatory Council or the Council decides to review the decision.
NASD Hearing Panel Fines American Funds Distributors $5 Million for Directed Brokerage Violations, NASD News Release (Aug. 30, 2006), at http://www.nasd.com/PressRoom/NewsReleases/2006NewsReleases/NASDW_017294. See, also, Disciplinary and Other NASD Actions (Mar. 2005), at http://www.nasd.com/web/groups/enforcement/documents/monthly_disciplinary_actions/nasdw_013531.pdf.
The SEC proposed to require transfer agents to file registration forms electronically by amending the rules and forms under Section 17A of the Exchange Act. Any entity that performs the function of a transfer agent in connection with a security registered under Section 12 of the Exchange Act currently is required to register with the appropriate regulator agency, which is either the Comptroller of the Currency, the Board of Governors of the Federal Reserve System, the Federal Deposit Insurance Corporation, or the SEC.
The proposed amendments would require transfer agents to file Form TA-1, Form TA-2 and Form TA-W through the SEC's Electronic Data Gathering, Analysis, and Retrieval ("EDGAR") system. The SEC developed a new application in EDGAR, EDGARLite, to enable filers to prepare the forms electronically using Miscrosoft InfoPath 2003, a commercial software package, and to submit the completed forms over the Internet. The SEC would not require transfer agents to use EDGARLite to prepare the forms. To comply with the requirement, transfer agents would need a computer system that meets the requirements for the EDGAR Filer Manual, Internet access and a web browser, and would have to apply for EDGAR access before filing.
Proposed Rule: Electronic Filing of Transfer Agent Forms, SEC Rel. No. 34-54356 (Aug. 24, 2006).
A firm that administered three closed-end funds consented to pay a civil money penalty of $425,000 and to cease and desist from committing or causing further violations of Section 34(b) and Section 19(a) of the Investment Company Act or 1940, as amended ("1940 Act") and Rule 19a-1 promulgated thereunder. Section 19(a) requires an investment company that pays a dividend or makes a distribution payment from any source other than net income to provide a written statement with each payment that discloses the source of the payment. Rule 19a-1 requires the statement to indicate the portion of the payment per share that is made from net income (excluding capital gains), capital gains, or paid-in surplus or other capital source at the time of payment, and requires that inaccurate estimates be corrected.
The SEC alleged that from January 2000 through March 2004, the three closed-end funds paid 98 dividends pursuant to the funds' managed distribution policy that included a return of shareholders' capital without providing the required notice. The firm contractually assumed the funds' responsibilities for determining the amount and composition of the distributions, providing information about the distributions to other service providers, and preparing and filing all reports required by the federal securities laws and regulations. Although the distributions occurred more frequently than once a year and the firm's projections created a reasonable likelihood that there would be enough net income during the rest of the fiscal year to cover the distributions, Section 19(a) required the fund to estimate whether each distribution was derived from a source other than net investment income as of the time of the distribution (e.g. at the end of the month or quarter when the distribution was paid). Consequently, the SEC alleged that the firm knew or was reckless in not knowing that the distributions included a return of shareholders' capital when the distribution was made and that the firm violated Section 19(a) and Rule 19a-1 by not providing the required notices. IRS Form 1099-DIV also was insufficient because it was not provided contemporaneously with each dividend.
The SEC also alleged that the firm made an untrue statement of material fact in a document filed with the SEC in violation of Section 34(b) of the 1940 Act. In 2002, the firm represented in an application for exemption under Section 19(b) that the firm provided notices to the funds' shareholders in accordance with Rule 19a-1. The SEC alleged that this statement was untrue because the firm was not providing these notices at the time of the application.
The SEC considered the firm's prompt remedial actions and cooperation in determining to accept the offer. The firm did not admit or deny the truth of the SEC's allegations.
In re Delaware Service Company, Inc., SEC Rel. No. IC-27473 (Aug. 31, 2006).
A financial services firm consented to pay a total of $600 million in connection with alleged market timing in a global civil and criminal settlement with the Securities and Exchange Commission ("SEC"), the U.S. Attorney's Office for the District of Massachusetts, the Massachusetts Securities Division, NASD, the New Jersey Bureau of Securities, the New York Attorney General's Office, and the New York Stock Exchange. The firm's registered representatives allegedly defrauded at least fifty mutual funds and their shareholders from September 1999 through June 2003 by concealing their identities and the identities of their clients to avoid detection while market timing the funds' shares. The Securities and Exchange Commission ("SEC") alleged that the firm willfully violated Section 17(a) of the Securities Act of 1933, as amended ("Securities Act"), Section 10(b) of the Securities Exchange Act of 1934, as amended ("Exchange Act") and Rule 10b-5 thereunder, and Section 17(a) of the Exchange Act and Rules 17a-3 and 17a-4 thereunder.
The SEC considered the firm's cooperation in determining to accept the order. The $600 million settlement included $270 million disgorgement to a distribution fund for the benefit of those shareholders harmed by the fraud, $325 million criminal penalty to the U.S. Department of Justice, and $5 million civil penalty to the Massachusetts Securities Division. The firm also consented to hire an independent distribution consultant, was censured, and agreed to cooperate fully with the SEC in any litigation, investigation or other proceedings involving these matters. The firm did not admit or deny the truth of the findings.
The SEC also filed an action for a civil injunction in the United States District Court for the Southern District of New York, seeking injunctive relief, disgorgement, prejudgment interest, penalties, and other equitable relief against four of the firm's former registered representatives who allegedly were involved in the deceptive activities and engaged in thousands of market timing trades totaling more than $25 billion. The complaint alleges that the registered representatives violated Section 17(a) of the Securities Act and Section 10(b) and Rule 10b-5 under the Exchange Act.
In re Prudential Equity Group, LLC, SEC Rel. No. 34-54371 (Aug. 28, 2006); SEC v. O'Meally, SEC Litig. Rel. No. 19813 (Aug. 28, 2006), at http://www.sec.gov/litigation/litreleases/2006/lr19813.htm; Prudential to Pay $600 Million in Global Settlement of Fraud Charges in Connection With Deceptive Market Timing of Mutual Funds, SEC Press Release (Aug. 28, 2006), at http://www.sec.gov/news/press/2006/2006-145.htm.
On August 9, 2006, the NASD announced the imposition of $7 million in fines against four broker-dealers affiliated with a large financial services company in connection with the alleged receipt of directed brokerage in exchange for preferential treatment for certain mutual fund companies. NASD charged that the four broker-dealers violated its Anti-Reciprocal Rule, NASD Conduct Rule 2830(k), which prohibits arrangements in which brokerage commissions are used to compensate firms for selling mutual fund shares. The rule is also designed to ensure that execution of portfolio transactions is guided by the principle of "best execution" and not by other considerations.
NASD found that from 2001 through 2003, the four broker-dealers provided a host of marketing benefits to 10 mutual fund complexes that participated in a shelf-space (or revenue-sharing) program. These benefits were generally not provided to non-participants, included yearly sales goals, special placement on the broker-dealer firms' intranet websites, direct links to the websites of the participating fund companies, increased exposure to the registered representatives of the broker-dealer firms, participation in annual national meetings, waiver of ticket charges for registered representatives on sales of participants' funds, and other marketing opportunities.
According to the NASD, mutual funds paid the broker-dealers millions of dollars to participate in the program. Eight of the 10 participating mutual fund complexes paid a portion of their fees by directing approximately $25.7 million in mutual fund portfolio brokerage commissions to the four broker-dealers, despite the fact that none of the firms played any role in the execution of the trades that generated the commissions. The remaining two fund companies paid their fees in cash.
In settling with NASD, the broker-dealers neither admitted nor denied the allegations, but consented to the entry of NASD's findings. To date, NASD has brought more than 30 enforcement actions for similar violations.
NASD Fines Four ING Broker-Dealers $7 Million For Directed Brokerage Violations (August 9, 2006), available at http://www.nasd.com/PressRoom/NewsReleases/2006NewsReleases/NASDW_017110.
On July 26, 2006, the SEC approved amendments to NASD Rule 2211, which governs NASD member institutional sales material and correspondence. See SEC Rel. No. 34-54217 (July 26, 2006), 71 Fed. Reg. 43831 (Aug. 2, 2006) (File No. SR-NASD-2006-11). The amendments require a registered principal to approve correspondence sent to 25 or more existing retail customers within any 30 calendar-day period if the correspondence makes any financial or investment recommendation or otherwise promotes a product or service of the member.
Rule 2211 was originally approved in 2003 as part of NASD's modernization of its advertising rules. The new Rule included an amended definition of the term "correspondence" to include any written letter or electronic mail message distributed by a firm to one or more of its existing retail customers and to fewer than 25 prospective retail customers within a 30 day calendar day period. Previously, "correspondence" included any written or electronic communication prepared for delivery to a single current or prospective customer, and not for dissemination to multiple customers or the general public.
Firms generally are not required to have a registered principal approve correspondence prior to use, nor are they required to file correspondence with the NASD Advertising Regulation Department. In addition, correspondence is subject to fewer content restrictions than advertisements and sales literature. NASD found that some member correspondence to multiple existing customers raised the same regulatory concerns as member advertisements and sales literature, yet it was not required to be filed with NASD or approved by a principal prior to use. In contrast, had those types of form letters been sent to at least 25 prospective retail customers, such correspondence would have required both registered principal pre-use approval and filing with the Department. As a result, NASD believes it no longer should apply the principal pre-use approval requirement differently to non-clerical correspondence sent to prospective and existing retail customers. The rule change becomes effective on December 1, 2006.
On July 20, 2006, Internet search company Google Inc. filed an application pursuant to Section 3(b)(2) of the Investment Company Act requesting an order finding and declaring that Google is not an investment company within the meaning of the Act.
Google noted in its application that its Internet, advertising and new media operations generated 92% of its net income last year and that only three of its 9,700 employees are involved in cash management. The application formally requests an exemption under a provision of the Act that permits the SEC to exempt entities that are primarily operating companies. Alternatively, the application requests an exemption under a separate provision that permits exemptions if necessary or appropriate in the public interest and consistent with the provisions and policy of the Act.
The SEC has granted similar exemptive relief to Yahoo! (in 2000) and Microsoft (1988).
Numerous organizations submitted letters to meet the August 21, 2006 deadline for the SEC's request for additional comment on the Fund Governance rule. See 71 Fed. Reg. 35,366 (June 19, 2006). The letters, a sampling of which are described below, cover a wide variety of industry and consumer views on the how the SEC should proceed with regard to Rule 0-1(a)(7) under the Investment Company Act of 1940 (the "Act"), recently struck down by a U.S. Court of Appeals. The rule requires that registered investment companies seeking to rely on ten common exemptions available to investment companies under the Act must have a board comprised of directors seventy-five percent of whom are independent and led by an independent chair.
The Investment Company Institute (ICI) submitted a letter urging that the choice of a chair be left to the members of the board. The ICI letter notes that since the Commission first issued its proposal, many fund boards have chosen an independent director as chair, demonstrating that a legal requirement is not necessary to facilitate this approach. The ICI letter also contends that the Commission has not adequately demonstrated the benefits of mandating this governance structure for virtually all fund boards. The ICI letter also supports the view that two-thirds of a board's members should be independent, rather than 75 percent as contemplated under the Governance Rule. The letter also discusses the costs involved in reaching and maintaining a supermajority of independent directors and provides examples to illustrate that a 75 percent requirement amplifies these costs, most notably in terms of reduced flexibility in determining the composition of an investment company board.
The ICI letter is available at http://www.ici.org/statements/cmltr/06_sec_gov_com.html - TopOfPage.
The U.S. Chamber of Commerce, which has led the court battle against the Governance Rule, submitted a letter asserting many of the legal and policy arguments raised in its briefs. In particular, the Chamber of Commerce urges that the Commission should not "intervene in the financial markets nor limit investor choice without first assembling compelling evidence of a need for further regulation, and without establishing as well that the proposed restrictions would in fact deliver the benefits promised." In this regard, the Chamber of Commerce argues, "[t]he independent chair and 75 percent independence provisions fall far short of these requirements."
The Consumer Federation of America and Fund Democracy jointly submitted a letter expressing their "continued strong support for the requirement[s]." The letter points to the fund scandals that surfaced in 2003 as evidence that the independence and effectiveness of fund boards need to be strengthened to protect the interests of shareholders. The letter argues that the benefits of the 75% independent directors and independent chair requirements far outweigh the costs, pointing to a Mutual Fund Directors Forum survey that suggests actual compliance costs are lower than estimates made by the SEC in connection with the original rulemaking.
The CFA/Fund Democracy letter is available at http://www.funddemocracy.com/cmts indy reproposal.pdf.
The Mutual Fund Directors Forum ("MFDF") points to the "significant benefits" enjoyed by fund shareholders when the board of a fund is composed of a supermajority of independent directors under the leadership of an independent chair. While the MFDF letter stops short of endorsing the Governance Rule on behalf of the Forum, and instead advocates that funds should be encouraged as a "best practice" to have an independent chair and a board composed by directors at least three-fourths of whom are independent, the MFDF letter does note that its own board of directors unanimously recommends that the SEC mandate these governance principals. In connection with its recommendations, the MFDF points to a survey in which fifty-one of its seventy-five member groups responded to questions concerning the rule, including the status of the chair (43 of 51 reported an independent chair), costs (including legal costs of compliance, annual costs for payments to independent directors, and other one-time or recurring costs), and status of compliance with a 75 percent independent director standard (90 percent of survey respondents reported meeting this standard).


text:
A U.S. Air Force loadmaster with the 779th Expeditionary Airlift Squadron load cargo into a C-130H Hercules at Al-Jaber Air Base, Kuwait, Oct. 1, 2021. Airmen from Ali Al Salem Air Base and Al-Jaber Air Base, Kuwait, honed the 386th Air Expeditionary Wing's force generation capabilities by training in the Agile Combat Employment (ACE) concept between the two bases during Blue Marauder 21. (U.S. Air Force Photo by Tech. Sgt. Daryn Murphy)
PHOTO BY: Tech. Sgt. Daryn Murphy
VIRIN: 211001-F-RW874-0061.JPG

redpajama_set_name: RedPajamaCommonCrawl


text:
$16,000 donation to help Easton Food Pantry provide 170 Thanksgiving meals
Mina Corpuz
The Enterprise
EASTON — The Easton Food Pantry will provide 170 free Thanksgiving meals this week thanks to a $16,000 donation from a local company inspired by a town resident.
"With the coronavirus and so many families not working, (food) is the last thing they should have to worry about and a having a meal on a holiday," said Stephanie Austin, Easton resident who had the idea to sponsor Thanksgiving meals.
Every year she sponsors a family for Thanksgiving and Christmas, and this year she thought about the Easton Food Pantry.
She reached out to Director Ken Wood about giving $100 to sponsor dinner for a family in need on Thanksgiving. Wood told her that it wouldn't be fair if only one family received a dinner and at least 160 dinners would be needed to meet the need in the community.
Inspired by Austin, the Rothwell Family of Inspired Technology and Communications, based in Easton, donated $16,000 to the pantry — enough to sponsor 160 dinners.
Austin credits the pantry's volunteer fundraiser, Courtney Pupkin, for reaching out in the community and helping get money donated for the Thanksgiving meals.
People will receive a turkey or chicken and fixings. The food costs about $100 per family, said Wood, the pantry director.
"That's a big, big help to us," he said
Since the start of the coronavirus pandemic, the pantry has been serving more families and asking for donations so that it can buy more food to meet demand, Wood said.
Another way the Easton Food Pantry has been able to raise money is through a calendar featuring members of the Easton Fire Department. Proceeds from the $10 calendar benefit the pantry.
The calendar is how Austin first became involved with the pantry.
She lent Hot Spot the Dalmatian, her sister's dog, to the fire department's for its January photo.
Austin said she comes from a Catholic family that taught her to be humble and pay things forward.
Her grandmother, who recently passed away from Alzheimer's, would have liked that Austin helped provide families with Thanksgiving meals.
"I hope it inspires other people to be kind to one another and help if they can," she said.
Staff writer Mina Corpuz can be reached by email at mcorpuz@enterprisenews.com. You can follow her on Twitter @mlcorpuz. Support local journalism by purchasing a digital or print subscription to The Enterprise today.
© 2021 www.enterprisenews.com. All rights reserved.


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Whether you partake or not, the science of cannabis—how it works, what's healthy, and how to stay safe—is fairly complicated. Let us guide you through the haze.


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Dirk Geeraerts (24 de outubro de 1955) é um linguista belga. Professor emérito de linguística teórica da Universidade Católica de Leuven (KU Leuven), é o fundador da unidade de investigação Lexicologia Quantitativa e Linguística Variacional (QLVL). Seus principais interesses de pesquisa envolvem os campos sobrepostos da semântica lexical, lexicologia e lexicografia, com foco teórico na semântica cognitiva. Seu envolvimento com a linguística cognitiva data da década de 1980, quando em sua tese de doutorado foi um dos primeiros na Europa a explorar as possibilidades de um modelo-protótipo de categorização.

Como fundador da revista Cognitive Linguistics e editor (com Hubert Cuyckens) do Oxford Handbook of Cognitive Linguistics, ele desempenhou um papel fundamental na expansão internacional da linguística cognitiva. Geeraerts é um dos defensores da implementação de metodologias empíricas, como a linguística de corpus na pesquisa linguística cognitiva. Ele também defende o envolvimento de elementos mais pragmáticos, como fatores contextuais, variação lectal e história da linguagem, que influenciam a interpretação dos significados das palavras e a escolha de itens lexicais para conceitos.

Publicações

D. Geeraerts, Paradigm and Paradox (1985). Leuven: Leuven University Press.
D. Geeraerts, Woordbetekenis (1986). Leuven: Acco.
D. Geeraerts, Wat er in een woord zit (1989) Leuven: Peeters.
D. Geeraerts, S. Grondelaers & P. Bakema, The Structure of Lexical Variation (1994). Berlin: Mouton de Gruyter.
D. Geeraerts, Diachronic Prototype Semantics (1997). Oxford: OUP.
D. Geeraerts, S. Grondelaers & D. Speelman, Convergentie en divergentie in de Nederlandse woordenschat (2000). Amsterdam: Meertens.
D. Geeraerts, Words and Other Wonders. Papers on Lexical and Semantic Topics (2006). Berlin: Mouton de Gruyter.
D. Geeraerts, Theories of Lexical Semantics (2010). Oxford: OUP.
D. Geeraerts, Conceptual Structure and Conceptual Variation (2017). Shanghai: Foreign Language Education Press.
D. Geeraerts, Ten Lectures on Cognitive Sociolinguistics (2018). Leiden: Brill.

Linguistas da Bélgica
Professores da Universidade Católica de Leuven

redpajama_set_name: RedPajamaWikipedia


text:
David S. Khara, né le  à Bourges, est un écrivain français.

Biographie
Il vit en Bretagne depuis les années 1980, période à partir de laquelle il découvre les grands classiques de la littérature au cours de sa scolarité au lycée Émile-Zola de Rennes. Après des études de droit et un passage dans le notariat, il devient journaliste à l'AFP, puis concepteur rédacteur publicitaire au sein du groupe RSCG avant de fonder en 1993 son entreprise de communication dans laquelle il a travaillé 16 ans, avant de se retirer en 2009 pour devenir écrivain « à temps plein ». En marge de l'écriture de romans, il écrit également des scénarios pour le cinéma et la télévision.

Fin 2014, David Khara a intégré la Ligue de l'imaginaire, un collectif d'écrivains prônant la littérature de l'imaginaire. La ligue compte notamment Bernard Werber, Maxime Chattam ou encore Franck Thilliez.

En 2015, il rejoint l'ITW (), association américaine d'auteurs de thrillers.

En juillet 2016, il est l'invité du FBI à New York et collabore avec des agents spéciaux dont il s'inspire pour créer les personnages de son dernier roman, Atomes crochus.

Pseudonyme
Son nom d'auteur est composé de trois parties :
 David, son vrai prénom ;
 S., une référence à une personne de sa famille ;
 Khara vient du pseudonyme qu'il avait donné à l'un de ses personnages du jeu en ligne massivement multijoueur World of Warcraft, du fait de l'accent russe attribué aux nains par les développeurs. Ce pseudonyme est aussi un hommage aux Frères Karamazov, dernier roman de l'écrivain russe Fiodor Dostoïevski.

Publications
Par ordre chronologique :

 2001 : Les Vestiges de l'aube.

Les Vestiges de l'aube , écrit en 2001 sur le temps libre de l'auteur mais paru en mars 2010, est le premier opus d'une trilogie. À l'origine, David S. Khara n'envisageait pas la publication du livre, qui s'est retrouvé par un heureux hasard entre les mains d'un éditeur par l'entremise de l'auteur Thomas Geha.

Mélange entre polar et fantastique, le roman relate la rencontre, d'abord sur internet puis dans la vraie vie, d'un vampire, Werner Von Lovinsky, et d'un policier new-yorkais, Barry Donovan, traumatisé par les attentats du 11 septembre 2001.
Sur un fond de polar, le livre aborde aussi l'Histoire avec la Guerre de Sécession et amène une réflexion philosophique sur l'amitié entre deux hommes brisés par leur vécu, ainsi que sur la relation entre la Justice (et principalement la loi du Talion appliquée arbitrairement par Werner, le vampire) et le Droit (que Barry, le policier, s'efforce de faire respecter à partir du code pénal).

Le roman est publié chez Black Coat Press dans la collection Rivière Blanche.
La suite devait paraître en décembre 2010, mais à la suite du succès du Projet Bleiberg, et à l'édition d'une nouvelle version des Vestiges, la parution a été reportée. Une adaptation en bande dessinée scénarisée par Serge Le Tendre et dessinée par Frédéric Peynet est également prévue.

 2010 : Le Projet Bleiberg.

Le Projet Bleiberg  est un thriller sur fond historique mais se passant de nos jours. Il traite entre autres de complots d'envergure mondiale, et d'expérimentations génétiques menées par les Nazis pendant la Seconde Guerre mondiale pour créer l'übermensch.

Paru en septembre 2010 aux Éditions Critic, le roman a connu très rapidement un succès inattendu certainement à la suite de chroniques très positives de Gérard Collard et Marina Carrère d'Encausse, même si l'auteur lui-même n'arrive pas à s'expliquer ce succès.

Tiré à l'origine à  exemplaires,  exemplaires étaient vendus en janvier 2011. Le livre est également paru le  en version audio chez Audiolib. Cette version est lue par Emmanuel Curtil, le doubleur français de Jim Carrey, Mike Myers…

Une adaptation cinématographique est prévue, ainsi que des traductions dans d'autres langues.

Le Projet Bleiberg connaîtra une suite en 2011.

 2011 : Les Vestiges de l'aube (nouvelle version).

Une réécriture des Vestiges de l'aube  est parue le 19 mai 2011 chez Michel Lafon.

L'auteur voulait retravailler le récit pour « proposer une nouvelle version du livre, plus dense, plus solide, améliorée sur un plan stylistique et scénaristique ».

Concrètement, six chapitres ont été ajoutés, et cinq autres ont été entièrement récrits. L'ancienne couverture a également été remplacée par une nouvelle, peut-être plus proche graphiquement de l'ambiance du livre.

 2011 : Le Projet Shiro.

Le Projet Shiro est le second opus des Projets, paru en 2011 aux Éditions Critic.

 2013 : Le Projet Morgenstern.

Paru en 2013 aux Éditions Critic, Le Projet Morgenstern est la suite du Projet Shiro et clôt la trilogie consacrée à Eytan Morg.

 2014 : Thunder.

En avril 2014 paraît chez Rageot Thunder, premier volume d'une série jeunesse dérivée de l'univers de la trilogie des Projets. En 2015, le roman a reçu le prix Rablog au Salon Saint-Maur en Poche.

 2014 : Une nuit éternelle.

Suite des Vestiges de l'aube, Une nuit éternelle paraît en octobre 2014 aux Éditions Fleuve noir. Ce thriller fantastique vaut à l'auteur plusieurs nominations à des prix de littérature dite générale.

 2016 : Atomes crochus.

Atomes crochus est un thriller paru en 2016 directement au format poche chez J'ai lu.

2018 : Le programme D-X.

Le programme D-X est un thriller paru en 2018 directement au format poche chez J'ai lu. Il s'agit de la suite à la trilogie Bleiberg (ou trilogie Projet).

Accueil du public
David S. Khara a connu un bon accueil avec son premier ouvrage, Les Vestiges de l'Aube, avec plus de  exemplaires vendus deux mois après la sortie du livre. Le roman a reçu de bonnes critiques, aussi bien dans des magazines papier que sur des Webzines, notamment un article papier dans Télé 7 Jours écrit par Frédérick Rapilly se concluant par :

C'est cependant avec Le Projet Bleiberg que l'auteur s'est réellement fait remarquer, notamment par les chroniques élogieuses de Gérard Collard et Marina Carrère d'Encausse, mais aussi par de nombreuses apparitions radiophoniques (sur Canal B, Radio Laser ou encore France Bleu Armorique) et télévisuelles (TV Rennes ou France 3).
Malgré le peu d'argent investi dans la communication, Le Projet Bleiberg a rencontré un très fort succès : livre le plus vendu toutes catégories confondues sur Amazon et la boutique en ligne de la Fnac pendant une semaine, et polar le plus vendu pendant plusieurs semaines sur ces deux mêmes sites. Tiré à l'origine à un millier d'exemplaires, plus de 100 000 exemplaires du Projet Bleiberg se sont vendus depuis sa parution.

Les romans de David Khara se sont écoulés à plus de 200 000 exemplaires en France. Il est également traduit en Corée, aux Pays-Bas, en Italie et aux États-Unis.

Œuvres
 Trilogie Les Vestiges de l'aube.
Les Vestiges de l'aube, Black Coat Press, coll. Rivière Blanche, 2010. Réédité en 2011 aux éditions Michel Lafon dans une version remaniée

 Trilogie Projet.

 Romans indépendants.

Bandes dessinées

Références

Annexes

Interviews
 Interview par le blog littéraire La lectrice hérétique ;
 Interview par Vampirisme.com ;
 Interview par France 3 ;
 Reportage sur M6.

Liens externes

 David S. Khara, ou le triomphe d'un auteur de polar rennais ;
 Rencontre avec David Khara dans sa nuit éternelle.

Naissance en juillet 1969
Naissance à Bourges
Élève du lycée Émile-Zola de Rennes
Romancier français du XXIe siècle
Écrivain français de fantastique
Auteur français de roman policier


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ArtsArts
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Caravaggio, Raffaello, Michelangelo: The Secrets of St. Augustine Church in Rome
In his 'The Rome Guide', Mauro Lucentini shows us the wonders of one of the most beautiful and artistically rich churches in Rome
Art Streetby Mauro Lucentini
Chiesa di Sant'Agostino a Roma (Flickr.com).
Leggi in italiano
What follows is an excerpt from The Rome Guide by Mauro Lucentini and his co-authors. More precisely, it is an excerpt from those parts of the book entitled "Before Going" because they are meant to be read before the actual visit, while the parts referring to the on-the-spot visit are labeled "On the Spot." This division is found throughout the book and is unique among guidebooks, being particularly suited to Rome, where it is extremely useful for absorbing the immense amount of information necessary to get an idea of the Eternal City and its 2,700 years of history. All the excerpts to be published successively here will also come from the "Before Going" sections. The complete book, including the essential "On the Spot"portions, can be purchased on Amazon.
This short stretch of our promenade includes two great churches of particular interest. The first is the only one in Rome dedicated to St. Augustine, the foremost 'Teachers of the Church', author of the Confessions and the City of God. The second is S. Luigi dei Francesi (St. Louis of the French), dedicated to a medieval French King and saint, Louis IX (St. Louis). The two churches share an immense privilege: they possess some of the most marvelous works of one of the greatest painters in the world history of art, Caravaggio. The present chapter concerns only the first of the two churches, St. Augustine (S. Agostino). But before we start, a few words about Caravaggio.
Portrait of Cavaraggio, by Ottavio Leoni (Wikimedia Commons).
Michelangelo Merisi, called Caravaggio after his native town in Northern Italy, came to Rome in 1593 at the age of 20 and stayed for 13 years, producing masterworks that ushered in a new era in painting. A strange and violent man, always the odd one out, he was implicated in a series of incidents that culminated in his killing an opponent during a match of pallacorda or 'rope-ball', a sort of tennis, played by teams (Incidentally. the building where this took place still exists in Rome's "Via della Pallacorda")). Sentenced to death, he managed to escape Rome, wandering afterward, for four years, between Naples, Sicily, and Malta. Everywhere he went he left major works and indulged in bloody quarrels, one of which left him badly wounded. After partially recovering, he again headed for Rome, hoping for a papal pardon. On the way a minor accident stranded him – alone, ill and penniless – on a desolate beach north of the city. Delirious and tormented by the scorching sun, he died there at the age of thirty-nine.
His art, coming several decades after the measured equilibrium and splendid harmony of the Renaissance, starkly brings back the brutality of real life through several pictorial innovations. He used strong contrasts between light and shade (it was even said that he painted at night by torchlight). He also paid close, respectful attention to the humblest aspects of everyday life: the people in his paintings are always shown as ordinary and vulnerable, even if they are saints or the Madonna herself; and inanimate objects have the plasticity and weight of real matter. At the same time, his uncompromising realism is founded on a strong sense of the abstract values of drawing and composition. Few other painters have so vividly felt the latent geometry and interplay of shapes in the natural world.
This unprecedented blend of abstract and concrete may have been what particularly appealed to his fellow artists. His vision was widely imitated almost immediately, and its influence spread to most schools of painting all over Europe. To this day it carries a special charge, and admirers included artists such as Manet and Picasso.
Isaiah, Raffaello.
St. Augustine, the adjacent Augustinian monastery and some of the nearby homes were a focus of Renaissance intellectual life, when many great artists, such as Raphael and Michelangelo, worshipped there. St. Augustine was also the preferred church of the famous courtesans. Artists and courtesans joined in lively discussions on art and literature at gatherings organized in nearby gardens owned by a high official of the Holy See, the Apostolic Protonotary, Johann Goritz, from Luxembourg (he was called Coricio in Rome). At their meetings, which ended in banquets, it was customary to read new poetry and to hang poems and garlands on trees. Some of these poems have survived. They typify the Renaissance spirit, exuding Christian sentiments dressed in pagan literary garb, with the Virgin extolled as a goddess and the saints as gods. As you will see in the last part of this chapter, there is also a work by Raphael, in St. Augustine, that might hint at the heterodox religious beliefs of the group of Catholic reformists, 'the Spirituals', of which Michelangelo was a leader.
The high-class courtesans who came to S. Agostino to pray and confess gave generously to the church and were often buried there in chapels donated by them and decorated with their funerary monuments. The most famous of them, Fiammetta Michaelis (commemorated by a square of today's Rome, Piazza Fiammetta), was buried there. But these tombs, and possibly the remains, have entirely disappeared, no doubt swept away during the Counter-reformation.
To pass judgment on these remarkable figures of an extraordinary age is not easy. It is hard to draw a line between these courtesans and their thousands of poorer colleagues who plied their trade in the streets. Yet there was something spiritual about them that redeemed them in the eyes of their contemporaries, who commonly called them 'honest courtesans'. Their beauty and perceived excellence exempted them from conventions. A comparison with Japan's geishas might be apt. Highly polished, strikingly beautiful – a sharp-eyed man like the famous sculptor Benvenuto Cellini considered one of them, Antea, Rome's most beautiful woman – they placed themselves firmly in the Renaissance ambiance of high culture and a passion for classical ideals of beauty and knowledge. This attitude could also invite ridicule, however: the scorching 16th-century satirist Aretino – a great writer but a spiteful man – gives us a devastating portrait of these women as a ludicrous blend of pretentiousness and greed, posing as heiresses to the famous hetæræ ('companions') of Greece and Rome. One, nicknamed 'Matrema-non-vuole' ('Mummy-doesn't-want-me-to'), afflicted clients with long recitations of passages from Latin classics (Woody Allen's short story The Whore of Mensa comes to mind).
Altare della Madonna di Loreto, Caravaggio.
Yet many had true, even great literary talent, such as the poetesses Gaspara Stampa, Veronica Franco and Tullia d'Aragona, as well as Camilla da Pisa, who is remembered for her letters. Their intelligence and learning were often real. They were respected fixtures at the best parties and could hold their own in a conversation with the highest minds of that gloriously intellectual era. When they joined a permanent partner, they were expected to be faithful; hence Cellini's murderous fury when he found his Pantasilea, a courtesan, with another man. The Church seems to have accepted them: they could be buried in St. Augustine rather than in unconsecrated ground in a special spot at the foot of the Toman Walls that was called "il Muro Malo" (the Evil Wall), as was prescribed by law for common prostitutes. These courtesans may even be considered proto-feminists, judging from the sonnet addressed to men by Veronica Franco:
Had we the arms and had we the expertise, Quando armate ed esperte ancor siam noi
We could hold our own with any man, Render buon conto a ciascun uom potemo
As we have hands, and feet, and hearts like you… Che mani e piedi e core avem qual voi…
Women have not realized it yet, Di ciò non se ne son le donne accorte
But should they once resolve on doing it, Che, se si risolvessero di farlo
They could fight with you men until they die. Con voi pugnar porian fino alla morte.
The aura of high learning around the church of St. Augustine is enhanced by the nearby Palazzo della Sapienza ('Palace of Wisdom'), former seat of the University of Rome. a Renaissance building that saw lectures by famous scientists such as Galileo and Copernicus.
Going back to the interior of the church, another tremendous attraction is a fresco by Raphael of the Prophet Isaiah (1512), clearly inspired by Michelangelo's Sistine Chapel frescoes of prophets. Even so, the intense expression and the force of drawing betray the individuality of a great master. Michelangelo himself, no friend of Raphael, greatly admired the work. When the protonotary Coricio, who had commissioned the work, complained to Michelangelo that he had paid too much for it, the great artist replied: "The knee only of that image is worth what you paid".
In the fresco, Isaiah carries a scroll in Hebrew with the biblical verse 'Open the door to the believers' under a dedication in Greek 'to St. Anne, Mother of the Virgin, and to the Virgin, Mother of God.' Below is the supporter's name, 'Io(hann) Cor(icio)'. In view of the recent theory on the political-theological reformist movement of Michelangelo and his friends, gli Spirituali (the Spirituals), the authors of this book propose that Coricio and – why not? – Raphael himself were part of the group. If that were so, then one might interpret this artwork exalting Belief as an expression of the importance of Faith as against the Church structure, the core tenet of the Spirituali. This semi-secret movement – certainly strengthened as its reaction to the Lutheran reform, but existing even before it – was so successful that when the English catholic cardinal Reginald Pole who was one of its leaders (the others were some Italian high prelates and the princess and poetess Vittoria Colonna) presented himself as a candidate for the Papacy during the conclave that followed the death of the current pope, he lost by a single vote. Had he won, history would probably have taken a different turn.
Mauro Lucentini
St. Augustine Church
The Rome Guide
The Concept of Baths in Ancient Rome: From Taboo to Sumptuous Architecture
The Fortress of the Eternal City: Castel Sant'Angelo, a Millennial History
Rome's Secrets: the Triple Church of St. Clement
Top Arts
The (Un)Familiar: Rethinking the Italian Renaissance Nude with Jill Burke
by Harvardiana
Adi Schor, Chasing Her Dream all the way from Tel Aviv, Israel, to NYC
by Bianca Waechter
Kenny Dunn: the Founder and Ceo of "Eating Europe" Tours
On the Left Bank of the Tiber in Rome: a Contest between Jesuits and Dominicans
by Mauro Lucentini
Michelangelo's "Last Judgment" Goes Multimedia


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Die Festung Königshofen ist eine ehemalige Burganlage und spätere Schlossanlage an der Nordostecke der Altstadt (Kellereistraße 61) von Bad Königshofen im Grabfeld im Landkreis Rhön-Grabfeld in Bayern.

Geschichte
Die 1245 erwähnte Burg war vermutlich im Besitz der Ortsherren, der Grafen von Henneberg. 1518–20 wurde die Burg durch die Fürstbischöfe Lorenz von Bibra und Konrad II. von Thüngen zu einem Schloss umgebaut. Es ist ein zweigeschossiger dreiflügeliger Bau mit traufständigem Hauptflügel in Werkstein, Satteldach mit Treppengiebeln und niedrigeren Hofflügeln in Bruchstein. Vermutlich wurde das Schloss bei einem Stadtbrand 1562 beschädigt. Die Festung blieb als  Würzburger Amtsschloss bis 1803 im Besitz des Würzburger Hochstifts und wurde danach geschleift. 1856 wurde an der Stelle des Schlosses das Rentamt errichtet mit verbauten Schlossresten.

Von der ehemaligen Burganlage ist nur noch ein Wallrest erhalten.

Personen
 Der Festungskommandant Franz Anton von Dalberg (* 16. Oktober 1669; † 27. Februar 1725, bestattet in Königshofen) war ein Sohn des Reichskammergerichtspräsidenten Philipp Franz Eberhard von Dalberg (1635–1693) und dessen Frau, Anna Katharina Franziska von Dalberg (1644–1679), einer Tochter von Johann XXV. von Dalberg (zu den Verwandtschaftsverhältnissen siehe hier). Franz Anton war zunächst von 1680 bis 1711 Domherr in Speyer, trat dann von diesem Amt zurück und wurde Generalmajor und Kommandant der Festung Königshofen.

Literatur
 nach Autoren / Herausgebern alphabetisch geordnet
 Reinhold Albert: Burgen und Schlösser im Landkreis Rhön-Grabfeld. Kulturagentur des Landkreises Rhön-Grabfeld (Hrsg.). 2014
 Johannes Bollinger: 100 Familien der Kämmerer von Worms und der Herren von Dalberg. Bollinger, Worms-Herrnsheim 1989. Ohne ISBN.
 Detlev Schwennicke: Europäische Stammtafeln. Stammtafeln zur Geschichte der europäischen Staaten. Neue Folge, Bd. 9: Familien vom Mittel- und Oberrhein und aus Burgund. Marburg 1986. Ohne ISBN, Tafel 58.

Weblinks

Einzelnachweise

Konigshofen, Burgstall
Konigshofen
Bauwerk in Bad Königshofen im Grabfeld
Abgegangenes Bauwerk im Landkreis Rhön-Grabfeld


Disney announced they are having their own streaming service and the crowd . went . wild! And it now has been revealed that the name of this SVOD (streaming video on demand) service is called Disney Plus.
Just when we thought Netflix was taking over the world…Disney plans their attack! You can sense a battle is upon us... Not only is Disney creating Disney Plus, but they are also putting more money into Hulu to produce and expand that platform's original content, while removing licensing rights to Netflix to carry streaming on Marvel/Disney owned content. In this blog, Hollywood Branded will discuss the new Disney streaming service Disney Plus, what Disney brands it will host content for and how product placement can be applied by brand managers.


Shot over a fence blocking access to a private test day at Ferrari's very own Fiorano circuit, this video features copious downshift blips, full-throttle acceleration, and supersonic flybys.
While some folks whine about Ferrari's recent interest in turbocharging (yes, I know the 488 doesn't sound as good as the 458), I have the following suggestion to all you cynics out there: quiet your keyboards and crank this video to max volume. What you'll hear (over the inevitable heavy breathing) is a 6.3-liter V-12 engine wailing in full Italian glory. There's no turbine attached to the manifold, and to be honest, very little exhaust muffling at all. Just over 1,000 horsepower revving to 9,250 rpms on a racetrack. This thing sounds like a feral animal.
In case you weren't aware, the FXX K is part of the prancing horse's "Client-Test Drivers" program, whereby wealthy hot shoes plunk down a considerable chunk of change for the privilege of climbing behind the wheel of Ferrari's finest. The automaker gets valuable data to pour into its racing program, while the drivers… well, the drivers get to play conductor to that incredible 12-piece orchestra.
I've often expressed my jealousy about such arrangements, usually using sarcasm and derision to point out the fact that the "owners" don't really own anything at all. But I think it's obvious that, given the opportunity, I'd do the same in a heartbeat.
The Ferrari FXX K (AKA the track-only LaFerrari) has finally made its debut. Check out all of its hybrid supercar awesomeness at TopSpeed.com!
Like the 599XX and FXX before it, the FXX K is the tip of the spear when it comes to race-ready Ferrari's. The hybrid driveline delivers vicious, space-warping power to the rear wheels, while the swoopy carbon-fiber bodywork and active aero creates 1,190 pounds of downforce at 124 mph. Inside, it's pure business, with bucket seats, racing harnesses, and enough buttons to satisfy a NASA pilot. The suspension is cutting-edge and electronically adjustable, with aids including electronic stability control, ABS/EBD performance braking, F1-style traction control, and magnetorheological dampers. Less than three seconds are required for 60 mph, top speed is 217 mph, and cost of driving one is $3.1 million.