Also available as podcast (Episode #41)
How do I navigate the legal considerations of breaking away from my current firm to transition to the RIA model?
No matter what type of firm you are breaking away from to transition your practice to the RIA model, there are a number of potential legal considerations that are important to be aware of and understand. These considerations range from possible solicitation issues, to privacy laws, to state specific regulations. It’s important to incorporate these considerations into your overall strategy as you work to position yourself for a successful transition of your practice. There are specialty attorneys whose focus area is helping advisors navigate this exact process.
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Brad: How do I navigate the legal considerations of breaking away from my current firm to transition to the RIA model?
That is today’s question on the Transition To RIA question and answer series. It is question #41.
Hi, I’m Brad Wales with Transition To RIA. On today’s topic, we have a question that’s asked in almost every situation when I’m talking to advisors that are looking to leave whatever model or affiliation or firm they’re at currently to move into that RIA model.
That question is, what legal considerations do I need to be aware of leaving my firm, and then how do I navigate those legal considerations to do that? Essentially safely and smoothly and successfully as part of that?
For those of you watching here on video, happy to report, we have a wonderful guest today. We have Sharron Ash who is the expert on this sort of thing. So, Sharron, thanks for joining us today.
Sharron: Good morning. Thanks for having me, Brad. Nice to be here.
Brad: Terrific. I’m going to turn it over to Sharron to give a little background on herself and her firm in just a moment, but I did want to articulate again why this is such an important topic.
There are a lot of variables that go into making that move to the RIA model, and that’s why I make so many videos and podcasts covering so many different topics. But at the end of the day, one of the most important issues is… “Can I successfully depart and make that transition?” As important as things are like marketing and technology and custodians and all that stuff that you have to put into consideration for your new firm, if you can’t make a successful transition out of your current firm, all of that is essentially a moot point. That’s why this is so often brought up and why it’s so important.
As we’re going to talk about today, there’s a spectrum or range of advisors where for some advisors, this is a pretty low-level topic that it’s not much concern for them based on their circumstances, and other advisors it’s absolutely a significant topic to be aware of.
I want to preface, this is not meant to scare anyone or anything like that, but it’s important to understand what that process is. And the reality is there is a very well-defined process of how to do this. I would also say that process is continuously evolving. What worked 5 years ago, what worked 10 years ago, or before is not necessarily the same strategies that are used today. That’s why it’s so important to work with someone like Sharron that can help you navigate what the current landscape is and the best practices out there. So, with that background, Sharron, if you could give a little background on yourself and your firm, that would be fantastic.
Sharron: Sure. So, I head up the litigation and employment transition division.
It’s really a unique approach that we bring to this type of subject matter for a transitioning advisor. We really have the ability to answer those questions right at the outset. And, in fact, Brad, as you identified, this is the most critical move of an advisor’s life, right? No one’s making a transition so that they can start their career all over again. If the transition part fails, then everything else that you might be called upon to build by way of a firm or tucking into another firm really is of no use.
And so, at our firm, we often start with what we’ll call transition intelligence and helping advisors understand what their restrictions are and navigate that path. We have the ability to really take an advisor from the kernel of, “Should I leave?” all the way through what are the…not only the legal requirements and legal issues that you’ll want to consider when you’re making a transition, but then also setting up the firm.
So, our regulatory team and our business group will then help that advisor set up their RIA or develop documentation if they’re tucking into another firm. And then even at launch, we has the ability to continue to offer ongoing compliance consulting. So, this really is the life cycle of a business and it starts most often with what we’re going to talk about today.
Brad: Great. Thanks for that background. I think it is important to point out how there are those multiple prongs to that process, that legal strategy and then the actual setting up of the RIA and then that ongoing compliance. And so, with your whole operation, certainly that can all be done under one proverbial roof, which is great.
Let’s dive in on that because we’re focusing primarily on that legal part here today. There’s the whole spectrum of advisors out there, there’s plenty of affiliation models and firms and all those sorts of things. What do advisors really need to be, I don’t know if “concerned” is the right word, but this is something they need to be cognizant of. They need to be aware of.
Then there’s perhaps some advisors that it’s less so, maybe you’re with an independent broker-dealer. So, how different is that from someone at a more captive say wirehouse-type firms? So, who really needs to be paying attention to this sort of thing?
Sharron: So, generally, I’ll tell you that every single advisor that plans to continue working with clients from their prior firm needs to consider availing themselves of counsel. So, certainly, clearest cases for that are those that are coming from captive employment models, but every single advisor has unique risks to their transition.
You could have an advisor that’s leaving what I’ll say is a more independent environment and they still have to navigate client privacy issues. And frankly, client privacy issues and the handling of data in the context of employment transitions is a top concern that we’ve seen really over the past 10 years. That’s really just continued to escalate and it becomes more and more clear as you read, what are the regulators up to, what are the disciplinary proceedings that are taking place, and what are the lawsuits that are taking place?
So, there’s no correlation of how you handle data with whether or not you’re coming from a captive environment, and so it’s always a consideration. And I think that it’s really important to understand that most advisors that come to us, even if they’ve done due diligence ahead of time, the source of that diligence is really important because we would estimate that 85% of our new clients are misinformed about what their responsibilities and obligations are.
And, we can’t even fathom to guess, how many that would include and how much more that statistic would increase because we’re not even counting those that aren’t coming to us, right? Those that never seek counsel.
I would say about another three-quarters of those cite their colleague’s transition as the number one way that they have gathered their intel of how they anticipate their transition going. And as you said, Brad, in your opening, something that five years ago would have applied doesn’t necessarily apply today.
And I think probably even worse is that about half of those advisors are assuming that they have to take a far more conservative approach than what they actually have to do. They’re leaving chips on the table. So, as we begin our work with any advisor, we’re really helping them navigate those avoidable mistakes, understanding their own do’s and don’ts, which are different even from somebody else who’s left the same firm. And what we really try to instill in them is that those horror stories that you read about in AdvisorHub, they were avoidable.
Brad: Yeah. It’s interesting you point that out. I make a habit of every time I see one of those headlines in whatever periodical it’s in and almost without fail, I mean, maybe 100% – and I encourage everyone to click on those links – inevitably they did something they absolutely should not have done. Unforced errors, silly things that could have been easily avoided with the right expertise. And it’s a shame because that becomes significant challenges then for those advisors.
There’s the easy stuff to avoid, but then there’s even the lesser known issues that are again, relevant and always evolve and then have to be looked at.
Thanks for touching on privacy. I’ll circle back to that in a moment. But one of the big things that’s often mentioned in this conversation, this sort of topic is the protocol. And so, if you could give us just a quick synopsis of what the protocol is for those that are not aware, and then kind of what the current day status of that and where that does or does not come into conversations you’re having with advisors.
Sharron: It is a well-worn path for transitions. And certainly, it’s a game-changer if it applies.
First, understand where it applies. It’s a tool that you really want to vigorously protect and make sure that you don’t lose its protections. So, it hasn’t rewritten all of the rules, but it certainly gives you significant advantages that can make a difference in the pace of your communications with clients that you’re serving at your current firm.
It is a ceasefire agreement that has thousands, over 4,000 signatories at this point. Firms can sign and join on the same day and with a push of a button, they’re signatories. Firms can also withdraw on 10 days notice, but we’ve seen that situation gamed before.
You might remember back when Morgan Stanley and UBS withdrew from the protocol, their advisors had not 10 days, but 3 days to make a decision, am I going to continue to sit in my chair or am I going to try to get out before I lose the ability to utilize the protocol? And if you can believe it, we actually worked with teams who had never even considered leaving, but when they heard their firm was leaving the protocol, they were out and were turning in a letter of resignation within that 3-day period in order to make a transition. So, it’s important.
Here are the primary advantages that you get if you have the ability to use the protocol. If you have a non-solicitation restriction as to your clients, your firm, by being a member in the protocol, has agreed that it will forbear from enforcing that non-solicitation restriction. So, you’ll be able to solicit your clients so long as you follow the rules.
That you will also be permitted by your firm to take limited client information with you. So, basic contact information, we used to call it Rolodex information, as well as some very limited account naming information. And that means that your firm has also agreed to stand down from enforcing what would typically be confidentiality or trade secret restrictions against you.
Now, it has some significant wrinkles I’ll call them, and you have to know whether or not those wrinkles apply to you. So, some firms have special arrangements where it depends on where your clients came from. Were they referrals? Did you buy them from a retiring advisor? Whether you’re part of a team, is that whole team leaving? What does your teaming agreement say? How long have you been in that teaming arrangement?
Those can all impact your ability to put all clients in the bucket of the protocol. So, you can actually have an advisor, Brad, that for a portion of their book, they can utilize the protocol, and for a portion of their book, they cannot.
We have, right now, over 30 firms that have what we’ll call special arrangements or they’ve conditionally joined the protocol, meaning that you have to look at, if your firm is one of those firms, you have to look at how have they limited their use of the protocol. And if you fall into some of those what I’ll call exception categories, then you really have to navigate that. We’d liken it to kind of dancing between raindrops sometimes to know how it applies to your specific situation.
Brad: That’s a great point. I think there might be a default view that if I’m at a protocol firm and I’m joining a protocol firm, I’m good to go, I don’t need expert legal advice on all of this. I think that just demonstrates how, yeah, that’s a big help from a starting point, but there could be those nuances that until you dive into those conversations, you don’t really for sure know exactly what that situation is like. So, I think that’s a great point.
What I’ll also point out, as we go through these questions, certainly advisors have long moved away from non-protocol firms. They’ve long moved away from firms that were in the protocol and are now back out of the protocol and advisors are still making moves. It’s certainly a luxury if the protocol is part of a move, but by no means does it have to be a requirement to potentially make a successful transition.
With that in mind, are there any scenarios you come across where someone comes to you – obviously, we might not want to mention any particular firms publicly – but whether it’s models or affiliation types where those covenants and their agreements are just so restrictive that there’s not a path forward, even with the best of intentions? Or is there generally, always some strategy albeit maybe just different, obviously, varying levels of risks involved?
Sharron: So, to be stuck, you have to choose to be stuck. No one can force you to stay at a firm, right? That’s indentured servitude. And so, that’s not really applicable. But it does mean that the strategy that someone coming from a firm with really overbearing, restrictive covenants, even more so from a contractual standpoint, they’re going to want to have a really clear understanding as to how do those restrictions apply in their case.
So, we look at…through the transition intelligence that we work with them, we’re looking at, of course, as a starting point, their contracts, but it’s really important to understand what state law applies in those types of circumstances.
Look, if we can use the protocol for broker recruiting and none of those restrictions are going to be enforced because the firm has agreed not to enforce them, then that’s great, right? That’s your smooth path. But if you don’t have that available to you, you can still make a move, but you’ve got to have a really keen understanding of what that move is going to look like and where those risks really lie because the worst thing that can happen is that an advisor transitions, particularly in a situation like that, a non-protocol transition, and they take on risks that they didn’t have to take on. That they could have accomplished things in a different way using a different strategy.
So, I call that sort of throwing firecrackers at your own feet. Why would you do that? Well, you wouldn’t, but you need to know what those risks look like.
Brad: One of the risks you mentioned earlier, and so maybe if we could circle back to that, is things beyond…perhaps solicitation beyond protocol, and so take like a Reg S-P privacy type issues which I believe, and if you could point out, I think that even sometimes varies by state. You need to be cognizant of perhaps what state you’re in.
If you could touch on that, and then as you were talking, I think the thing that’s important to point out, not to give an unsolicited kind of plug for you and your services, but I think you guys have rightfully built a reputation for being pro-business. I think it’s real easy for an attorney to just say the answer is, “No, you can’t do that.” And that’s the easy way out. And in some cases, it might be a firm “no.” But I think it’s, as demonstrated by you saying to that last question… “Hey, we got to look at it, and hey, there could be options.”
I think that’s indicative of why you guys have the reputation you do is because again, it’s much easier just to tell someone no, and go on their way. I think you guys try to find workable solutions, but at the same time not shy away from giving the hard truth if ever needed.
So, on those other variables, like Reg S-P, anything else to add on that, that folks, maybe it’s not occurring to them that, hey, that should be part of the conversation as well, that sort of thing?
Sharron: Yeah. So, Reg S-P is one piece of what you look at when you’re trying to assess in the context of a transition how does that apply. And that’s what you read about if you look at enforcement actions, for example, where regulators have said, “Hey, you’ve caused a firm to violate Reg S-P in the way this data was handled.”
Reg S-P is the federal privacy regulation and it requires at its core that client non-public information be protected. That’s sort of the foundational piece that you look at that is really going to apply across the board.
But then on that same subject of data, you’ve got to overlay what state does the advisor sit in? There could be special rules that apply based on the advisor sitting in that state, and there are rules that relate to the handling of data because that advisor sits in a certain jurisdiction like Massachusetts, for example, California is another example.
Next is where are the advisor’s clients located, right? What’s their primary state of residence? So, we will look at that when we’re building a transition strategy because it makes a difference that…where you have a state law that is more restrictive than what Reg S-P provides for, right?
Reg S-P provides that clients have to be put on notice of how their data is going to be used. And they have to be given the opportunity to opt out, to say, “No, I don’t want my data to be shared in that way.”
But there are some states that, and there are a handful, Vermont, Massachusetts, California that will also say, that’s not good enough. We protect our citizens in a more rigid way and if you want to use the data for any of our citizens, they have to affirmatively opt in and say, you can take our data, right? It’s an affirmative consent.
And you need to look at your own agreements, which could also have special provisions in there. So, I know we’ve talked a lot about restrictions, but I want to go back for a minute to something that I said at the outset, which is that so many advisors come to us and they’re leaving chips on the table. They’re taking a more restrictive approach than they have to.
There are circumstances where an advisor comes to us and we look at their agreements, sometimes they’ve been with their firm for so long that their agreements actually predate Reg S-P. Or there are other negotiations that they had on their way into that firm, where they actually have more rights such as the ability to retain client data. And then we have to coordinate how does that contractual provision apply today because you still have to comply with prevailing privacy rules.
And so, part of the strategy can be updating that contract, if you will, while still enforcing that contractual right, doing it in a way that it fits within today’s regulatory framework. So, definitely, things that you want to have knowledge of before you turn in that letter of resignation.
What we’re really planning for as we’re looking at all of these issues is making sure that if there is a forensic-based inquiry, right, somebody says, we want to see your cell phone, we want to see your personal email account in the context of a dispute, we want to make sure you’re ready for that to the greatest extent possible.
Brad: Yeah. And so, part of preparing folks, you talk about – looking into all these factors – and you’re framing that as transition intelligence. So, if you could expand upon that. If you could walk us through it, you guys have packaged all of this service together into a single package to consider all these variables and provide those strategies that advisors should be considering using going forward.
So, what does that kind of package look like? What’s that experience like? What’s the whole engagement process with that, if you could walk us through that?
Sharron: Sure. So, an advisor will come away with a really clear understanding from the outset, even at the point that they’re engaging us, that this is not a one-hour consult where, we’re going to shoot from the hip and give you a lot of generalized information. This is a critically important and most important move that these advisors are going to make. They have not only their business at risk, they have their families at risk, their livelihood at risk, and if they make a misstep, it can have really just terrible consequences that extend beyond days, weeks, and months after their transition.
So, with transition intelligence, we take a very personalized approach to every transition. Look, we’ve taken a lot of folks out of…, pick a firm, right, any of the wirehouses, of course, and independent broker-dealers, RIAs, trust companies, but no two transitions coming out of the same place are exactly the same. I’m still waiting for that cookie-cutter and I’ve been doing this for…, running this group for 12 years now.
Transition intelligence, we’re going to start with an intake. And that is that before we even get into here’s what you can do, here’s what you can’t do, we’re going to start the conversation with learning about the advisor, the team, how their business is structured. And we want to learn about their clients, where do they get them? And historically, what has their legacy been? Did they come to their current firm from other firms but…or did they really build their business where they sit now? We want to really dig into unique features of their business.
And then after that call, we’re going to, of course, leave them with some rules of the road, things to be cognizant of so that they’re not creating hazards. And then we have our second call with them where prior to that call, we have delivered to them our written transition intelligence materials that are going to include our memorandum, which is really a core document for them. That is a key part of the playbook. And that document is going to provide to them the legal information that they need to know that relates to their particular situation, how the laws, rules, regulations, state law, how all of that applies to them.
We’ll then have a second call with them. After they’ve had the ability to go through that, we will walk through then during that second call really what does the transition strategy look like? And it’s a back and forth. Advisors are called upon to assess risk. They’re called upon to determine the cost-benefit to taking certain steps. And so, at the end of that call, they really have a clear understanding of what does that playbook look like.
And look, it’s a lot easier to plan a rational strategy when you’re not in the thick of things, where you’re not, having allegations hurled at you, where you’ve contemplated variables that may exist in your transition and made a clear determination as to what you’re going to do in those situations.
Often, we’ll have advisors who call us, a handful of days after they’ve transitioned, and they say, well, “This is happening. What do I do?” And we’re able to go back with them and say, “Let’s look at the plan because we created this plan. We’ve already decided this issue, and here’s what we talked about, and here’s how we decided to handle that. And is there anything happening now, any new facts, any new variables that would cause us to change the plan?” And the answer is most often no. And that means you continue running straight because you don’t have a reason to turn.
So, transition intelligence really gives them that plan as well as collateral documents that would be necessary for their particular strategy. So, any documentation that they’re going to need, right, a letter of resignation, for example, that’s included, but there’s a host of other collateral that we would deliver at the same time.
And then we have a final call with them, which is usually a week or so before they’re going to transition. In that call, we’re going to talk to them about the logistics of resignation. That’s a special subject area where we’re dealing with remote workers, folks who have things at home that they wouldn’t normally have. It’s not the same resigning today as it was two years ago, where you just walked into your manager’s office to resign. There are special considerations.
And so, we go through that in our final call with them, resignation conversations, and then what to expect in the days and weeks following resignation.
Brad: A lot of great steps there. From a timing perspective, I guess we kind of have two timelines. We have how long does the transition intelligence process itself generally take? And I’m sure there’s reasons it could go longer or shorter, but generally, how long is everything you just described? So, that’s one part of it.
Then the other part is at what point should an advisor perhaps start engaging with someone like you? If someone, maybe they work with me and they’re exploring the RIA model and maybe it’s nine months out, I’m kind of penciling in when I want to make this move, obviously, the transition intelligence process isn’t nine months, so at what point should I be reaching out to begin that dialogue? So, kind of two parts to it if you don’t mind answering.
Sharron: Sure. So, I’ll tell you first, I think the record, just to set the parameters of this timeline, we’ve done same-day transitions. So, you might imagine that’s a little bit of a fire drill, but in appropriate circumstances, you need to do that. And I think the farthest out transition that I can think of is that we have worked with an advisor who planned a transition seven years in advance. So, obviously, a far more elongated process.
Where’s the sweet spot, right? Where is the norm? A transition intelligence is usually accomplished within 30 days, but the actual plan and implementation of the plan can vary widely. We will often come across advisors that for whatever reason, we don’t have 30 days and we need to work through a much more expedited or otherwise customized timeline and we’re going to adjust the program delivery based upon those needs.
In terms of part two of your question of when should an advisor be engaging and exploring these issues, look, the sooner the better. When an advisor has that thought that I’m going to be potentially making this move, it’s time.
That is because this is really part of due diligence. It is unfortunate when an advisor for whatever reason thinks that they don’t need to engage in a process like this, they don’t need to have a real understanding of these issues until they’re really on the precipice of actually resigning. It’s unfortunate when that happens, where the advisor has actually made mistakes and they have created risks that they did not need to create. They’ve made missteps that we then need to spend time, putting the genie back in the bottle, if you will, and figuring out how can we fix this before you turn in your letter of resignation?
While someone is employed by a firm, they do have ongoing obligations to the firm. And those are your duties of loyalty, your duties to continue acting at the interests of your employer, and those need to be carefully navigated, right? We spent a lot of time today talking about contract and about privacy rules, but what you can and can’t do between the time that you’re thinking about leaving and when you actually hand in that letter of resignation and let your employer know you’re leaving is equally important.
And it’s really an unfortunate outcome to see advisors who have not sought counsel, and then, these are the things you read about in AdvisorHub sometimes, but suddenly they’ve resigned. They get a cease and desist letter. Maybe even in a protocol transition, they get a cease and desist letter and they get some allegations thrown at them, maybe even an arbitration or a TRO filed. And when we look at it, it was absolutely avoidable. They did things that they didn’t know were overstepping, right? You’re allowed to prepare to compete, but you cannot overstep that.
Brad: Yeah. And again, so unfortunate, knowing, at least the ones that are arguably quite avoidable, it’s a hard lesson to learn after the fact to be sure.
Last question, and you mentioned a little on this in your last answer, but again, thinking of timelines, so that advisor is now kind of seeing that future, seeing that path they might take with this whole kind of process, but what about things they could be doing today.
And so, you touched on it, be careful about what you should or shouldn’t be doing while you’re still employed. But any other things you can think of that they’d want to know? And I’ll give the disclaimer that whatever you come up with won’t be an exhaustive list, clearly there’s all kinds of variables, but any particular gems?
One I can think of is, clearly, it would be helpful to attempt trying to organize and identify what agreements you’ve maybe signed with your firm. Which I realize for some of you could be very difficult if not impossible because it’s 20 years ago. But clearly anything you can be doing now to obtain that without raising any red flags would be a step.
So, maybe thoughts on that or any other strategies you think are just advisable for people to be thinking about now if they’re not yet at that point of perhaps reaching out for a more formal conversation?
Sharron: Yeah. So, I would say, first, baseline, don’t do anything because to your point advisors sometimes come to us and say, “So I figured I was going to need my documentation and so I went to HR and I asked for it.” Now, they’re on the radar, right, as a flight risk, that’s one of those hazards that they created without the need to do so.
If somebody comes to us and they don’t have their documents – while we always…we’ll work from your documents if you have them, that’s the best resource for us – because we’ve been doing this so long, we do have our own collection and we’ll consult our own library, right? We can look and determine approximately when you joined that firm and what agreement it’s likely that you signed.
Advisors may say, “I haven’t signed anything.” Well, you haven’t signed anything with your current firm, but you signed something three acquisitions ago and your contract has rolled from firm to firm to firm as a result. And I promise you when you resign, your firm has the microfiche that shows that you had a contract.
So, it is important that they seek information early, as I said, because you are navigating contractual obligations, regulatory obligations, legal obligations, as well as policies of your firm. And where advisors try to take sort of, “I’m just going to do this first approach because I know I’m going to need it,” sometimes they come to us and they’ve already violated potentially an applicable rule, an applicable FINRA rule, an applicable company policy, or they’ve already put themselves on the radar by filing something or having something filed that’s a publicly available document.
It’s not at all unusual that when somebody comes to us, we say, so we know that you went ahead and you set up this entity with, legalzoom.com or your buddy who’s done other work for you and helped you out, but we actually need to unwind it. And so, that advisor has spent money only to literally have it flushed down the toilet.
What should they be doing? They should be getting informed early, not having conversations that are unnecessary. They really need to have a very tight circle of trust so what they should be doing is getting informed, but they should not be sort of polling the industry and polling colleagues and former colleagues to do that. All that they really are accomplishing there is that they’re gathering anecdotal information that’s not necessarily reliable or up to date or even applicable to their circumstance and they’re spreading the word that they’re doing due diligence to leave.
This is a really small space, right? And I say that this is a very small sandbox that we all play in, and it is not at all surprising when word gets back to a firm that they have a flight risk from either rumors in the industry or because of a filing or something that’s publicly discoverable.
This is the most important trade, if you will, of any of these advisors’ lives. And they don’t want to proceed on anecdotal information. They have to treat it that way. So, on the surface, everything isn’t…certainly isn’t as it appears, and every transition carries some level of risk. But by gaining clarity early in their due diligence process from the right resources, they’ll be armed with certainty, confidence, what they can and cannot do. And look, from knowledge, that’s going to breed control over those risks.
Brad: Yeah. And I think the key is just how every one of these you’ve mentioned, are so unique and so different.
I thank you. This has been extraordinarily helpful, but we’ve only talked about these issues at a macro level. You really have to dive in on your specific circumstances.
It’s interesting people have even asked me before – because I make all these videos and podcasts and I answer questions and I have guests – and they’re like, “Well, Brad, you’re giving away all the answers. No one’s going to come to you to get your advice.” And it’s like, no, because every situation is unique and different. We can sit on a video like this and provide that macro advice and I think it’s been very helpful, but ultimately, the devil’s in the details of what each particular advisor’s circumstance is and work with a firm like yours.
I love the document library you mentioned. Resources like that are wonderful. Talking to your old colleague that made a move, as a document library of one is not at all helpful when…all the circumstances that are out there.
With that, Sharron, I really appreciate you coming on. Great information.
Sharron: Great talking to you. Thanks for the time today, Brad.
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