The Kay Review

KAY 04

Written evidence submitted by Russell Investments

1. Executive summary

1.1 Russell Investments welcomes the final report of the Kay Review and the Government’s response to it, and is pleased to offer this response to the Business Innovation and Skills Committee’s ‘Call for Evidence’ issued on 12 December 2012.

1.2 The Review is concerned to address how well UK equity markets are achieving their core purposes:

· to enhance the performance of UK companies; and

· to enable savers to benefit from the activity of these businesses through returns to direct and indirect ownership of shares in UK companies.

Our response focuses on the second of these two purposes from our perspective as a fiduciary manager, asset manager and adviser to the asset owner community.

1.3 The UK equity market is but one component of the increasingly complex investment problem faced by asset owners.   Increased complexity has understandably been accommodated through greater specialisation, both within the UK equity savings and investment chain and elsewhere.  This has led, as Professor Kay identifies, to the development of multiple specialist firms e.g. custodians, investment consultants, proxy service providers, stock lenders, to deliver these services.

1.4 This proliferation presents challenges around the control and management of the chain and the array of specialist suppliers to that chain. In this response, we provide evidence that better control can be achieved through:

· further professionalising the asset owner community;

· encouraging structures that allow for more efficient and effective decision-making;

· creating scale within the asset owner community; and

· better aligning of incentives along the chain.

1.5 We submit that simplifying the chain is unlikely to be achievable in the context of the wider investment portfolios of which UK equities form only a part. A focus on ensuring better control and influence is brought to bear on the UK equity component (as well as other components) through the above mechanisms would be a more fruitful policy. We recommend that the Committee considers policy initiatives in these areas as it takes forward its consideration of the Kay Review and the Government’s response.

1.6 In particular, we advocate that:

· as part of the response to Professor Kay’s recommendation 9 (review the definition of fiduciary duty), the Committee reviews how asset owners can be better equipped to discharge that duty through acquisition of greater expertise, more effective delegation, and development of non-executive, oversight skills;

· as part of the response to recommendation 2 (the adoption of Good Practice Statements), Good Practice Statements are developed explicitly for the growing and diverse ‘Fiduciary management’ segment, which may in the future be in control of substantial portions of asset owners’ portfolios;

· the Committee considers policies that would encourage the consolidation of small asset owners to create greater scale in the asset owner community, which would support recommendations for greater engagement and long-term decision-making on the part of asset owners; and

· in considering recommendation 7 (application of fiduciary standards), the Committee specifically addresses the ‘responsibility gap’ that is evident in transactional services, such as FX trading, to the investment chain.

2. Controlling the investment chain

2.1 Professor Kay talks extensively about the investment chain and the number of participants that now exist within the chain. He talks about:

"...the growth of transactional relationships and the erosion of relationships based on trust and confidence – leading to an expansion of costly intermediation activity in the investment chain."

He goes on to argue for an increase in trust and confidence in the investment chain. Whilst we applaud this sentiment we do not necessarily feel that an increase in participants is always a bad thing but we do agree that it is essential to control these participants, either through regulation or through appropriate incentive mechanisms or indeed a combination of the two.

2.2 The complexity of the investment problem faced by asset owners is well documented and so it is not unnatural to expect an increase in the number of specialist skills that are need to navigate a way through. However the complexity of the system is a challenge and does lead to a wide range of problems. The Royal Society of Arts (RSA) has been developing a body of theory – referred to as ‘Cultural Theory’ that has strong parallels with the problems faced by investors. Cultural theory considers social problems that have complex causes, multiple stakeholders and that are unlikely to be fully ‘solved’ in the foreseeable future.

2.3 The following comments draw heavily on the ideas discussed by the Chief Executive of the RSA, Matthew Taylor in his annual speech to the Royal Society of Arts [1] .

"We can also think of social power having three distinct forms: first, the downward power of hierarchical authority associated most strongly with the state; second, the lateral power of solidarity and shared values generally associated with the idea of community; and third, the upward power of individual aspirations..."

"Wicked problems are by definition both tough and multi-faceted so we need to draw on all these forms of social power to tackle them. When progress seems impossible, we revert to a fourth way of thinking about power and change; fatalism".

We can draw parallels between ‘wicked problems’ in a social context and the issues we face in trying to control behaviour in the investment chain.

2.4 Our complex investment problems will not be solved with simple, one-dimensional solutions but require multiple perspectives to come together. In an attempt to find a solution we can begin to shape our answers using the framework of social power.

"...when it comes to complex and contested change, the hierarchical, solidaristic, individualistic and fatalistic perspectives are ever-present as competing diagnoses, dispositions and prescriptions."

2.5 In our case:

· the hierarchical power becomes the regulator who adopts the traditional controlling role, acting as a back-stop and creating some freedom for the participants to behave responsibly and differentiate themselves;

· the lateral power of solidarity is the ‘industry’ bodies that have the capacity to stand together and create good behaviour through voluntary codes of conduct. We have already seen good examples of this happening amongst some groups of agents, for example the T-Standard was designed by a group of transition managers to create an industry standard measure of total costs in the transition process (see paragraph 6.9);

· the upward power of individualism can be interpreted as the individual investor or asset owners, including collective investment vehicles which generally have a trustee (unit trust) or Board (OEIC) to look after the interests of the investor. The thrust of our individualism must be education; part of the solution is to empower individuals through education so that they can make more informed decisions about their investments. The aim is not to convert them into investment professionals but, at the very least, to help them appreciate such issues as time-horizon and what to expect from different investments.

2.6 The challenges identified by the Review will require each of the three powers; (1) regulators, (2) industry bodies and (3) individual investors and asset owners to input to the solution. We must strive to avoid the fourth way, fatalism, but no one power can affect the necessary change on its own.

2.7 The objective is to achieve greater control of a more complex investment chain, rather than to reduce the investment chain. As the UK equity market is but one component of investors’ challenge, initiatives designed to wind back to a simpler age are unlikely to achieve their aims.

2.8 Controlling longer investment chains requires greater skill, dynamism and dedication relative to simpler, shorter chains.  Better control will ensure that each element of the chain is operating effectively, is rewarded commensurately for the amount of value preserved or created, and acts in concert effectively with other components.  Effective control will preserve value from company to saver.

2.9 We see four primary means of developing structures which allow for better control:

· Professionalising the asset owner community;

· Encouraging structures that allow for better professional oversight of the assets;

· Creating scale within the asset owner community; and

· Better alignment of incentives along the chain.

3. Professionalising the asset owners

3.1 Asset owners, comprising pension fund trustees, insurance companies and other entities which aggregate individuals’ savings, are a key link in the savings and investment chain. Ensuring that these entities are structured and motivated effectively to represent the needs of savers is therefore one of the foundations of success in ensuring the chain works effectively and in the public interest.

3.2 The trustees we work with are vigilant guardians of their beneficiaries’ interests, and the culture and ethos of independent trusteeship is to be cherished. The principles and regulations governing pension fund trustee selection are based on ensuring proper representation of the various stakeholders.  This is an important and necessary principle and one that we support.  However, stakeholder representation is not a sufficient condition to ensure that the trustee body has the investment expertise and decision-making skills that it requires to effectively oversee and control the investments. 

3.3 The Russell survey [2] of investment decision-making by trustees provides evidence of this. Of the 300 funds surveyed:

· fewer than half have included a professional trustee;

· out of an average of seven individuals in the trustee body, on average only 2.5 are deemed to have some degree of finance or investment expertise.

Anecdotally, from our experience, those who are deemed to have finance or investment expertise are often representatives of the finance function within the sponsor company. While this ensures a familiarity with the financial perspective and a clear capability to get to grips with the technical aspects, it does not always ensure a long-term saving investment perspective. Indeed, Professor’s Kay’s analysis of the financialisation of companies and the resulting behaviour is illuminating in this regard.

3.4 There are many consequences of this, as was eloquently described by Paul Myners in his 2001 review [3] .

"at the heart of the system, we often make wholly unrealistic demands of pension fund trustees. Our legal structures put them firmly centre-stage. They are being asked to take crucial investment decisions – yet many lack either the resources or the expertise. They are often unsupported by in-house staff, and are rarely paid."

He argues that, as a result:

· we place a heavy burden on the investment consultants who advise trustees;

· fund managers are being set objectives which, taken together, appear to bear little coherent relationship to the ultimate objective of the pension fund, namely to meet its pension obligations;

· risk controls for active managers are increasingly set in ways which give them little choice but to cling closely to stock market indices;

· there is extreme vagueness about the timescales over which fund managers’ performance is to be judged with resulting short-termism in fund managers’ approach to investment.

· fund managers remain unnecessarily reluctant to take an activist stance in relation to corporate underperformance, even where this would be in their clients’ financial interests.

These are all observations that resonate strongly with Professor Kay’s perspective.

3.5 There is evidence that these shortcomings are costly in performance terms, ie in terms of extracting value from the fund’s investments. A study by CEM Benchmarking [4] finds a positive correlation between governance quality and fund performance: the value added through high quality governance could be as much as 2.4% per annum, adjusted for risk and expenses.

3.6 Lord Myners’ diagnosis was that if trustees lack expertise collectively to make a decision, then either they must acquire the necessary expertise or delegate the decision. He made a specific recommendation that trustees should have an investment committee unless there is a good reason not to. Ten years on, the Russell surveys find not only that there remains a scarcity of investment expertise on trustee bodies, but also that little is being delegated:

· Of the funds surveyed, fewer than half (48%) had investment committees: in particular among smaller schemes only 22% reported having an investment committee;

· Across a range of different investment decisions, 70% or more of the respondents indicated that the trustee body retained direct control of that decision.

3.7 Policy response to this has been to encourage the adoption of the Myners Principles that came out of the review (on which there appears to be limited progress, based on the above evidence), and to increase levels of trustee training.

3.8 Unpaid lay trustees can, almost by definition, never become investment experts.  Even if this were possible in the past, increased complexity makes it all but impossible today.  Trustee training aimed at developing deep expertise across the vast range of investment issues encountered by pension funds is likely to be misplaced effort. Rather, trustee bodies require non-executive skills to discharge their function as overseers of the fund’s investments.

3.9 However, in a series of roundtable discussions we held with pension funds [5] , many funds told us that it was difficult for trustee boards to distinguish between ultimate responsibility for a decision and the ability to delegate immediate responsibility for that decision to someone else. The result is a tendency to retain direct control of much investment decision-making, or to get involved in delegated duties to an inappropriate level of detail, even where the necessary expertise for effective decision-making is lacking. This borne out by the Russell surveys, as described above.

3.10 A corollary of this observation is that training for trustees should focus as much on developing these non-executive skills as it does on educating them about the technical aspects of the various investment decisions for which they retain ultimate responsibility. Currently most training is more focused on the latter, and delivered by agents who are keen to demonstrate their expertise.

3.11 Professor Kay’s recommendation 9 focuses on clarifying the concept of fiduciary duty:

"The Law Commission should be asked to review the legal concept of fiduciary duty as applied to investment to address uncertainties and misunderstandings on the part of trustees and their advisers."

In light of the evidence on this section we recommend that alongside this review the government considers how trustees can be better equipped to discharge that duty through acquisition of greater expertise, more effective delegation, and development of non-executive, oversight skills.

3.12 We have no evidence to suggest that insurance companies and asset owners are not appropriately professionalised. However we note the challenges, by virtue of these entities’ ownership, around ensuring that these asset owners are incentivised towards the needs of savers rather than to the commercial needs of providers further down the chain.

4. Encouraging structures for better oversight

4.1 A number of levels of decision-making are required when managing a pool of capital, such as a pension fund’s assets. These decisions are shown in the Exhibit 1 below.

Exhibit 1: Hierarchy of Investment Decisions

Asset owners are directly responsible for the higher level decisions, which appear in the top left of the exhibit. Investment managers, who manage portfolios of securities, make the decisions towards the lower right of the exhibit.

In the middle, the decisions taken can be described as "executive" in nature. They fall between the "director/board" decisions of the trustees and the "operational" decisions of the investment managers employed. For effective decision-making, the trustees need to both make a small number of high level decisions and also to exercise effective oversight of decisions made by others beneath them in the structure. So, broadly, trustees oversee the executive and the executive oversees the investment managers. The executive can include, for example, an investment committee, as discussed in Section 3 above.

4.2 In our work we often find that inadequate resources are devoted to this executive function. This can arise for a number of reasons:

· there may be unwillingness by trustees to delegate (the ultimate versus immediate responsibility issue described in paragraph 3.9 above);

· corporate streamlining may have removed company executives who in times past would naturally have performed this executive role for the trustees;

· a strong investment consulting presence, although formally an advisory role, may have taken on a more executive rather than advisory role either implicitly or explicitly, as original identified by Lord Myners (see 3.4 above).

4.3 One solution is to build an in-house executive. Well-resourced in-house executives are long-established at many of our largest pension schemes, and anecdotally many larger schemes are now seeking to extend their in-house teams. However, the cost of building this level of resource will be prohibitive for the long tail of smaller schemes in the UK.

4.4 The creation of greater scale among asset owners, as discussed in section 5 below, is one means of indirectly encouraging the development of better-resourced in-house executives.

4.5 An alternative response has evolved where some of these decisions are delegated to a third party. Several investment firms with a consulting heritage (including Russell) have offered a manager of investment managers service for some time. Trustees (clients) recognise that they are poor decision makers when investment manager selection, monitoring and termination decisions are to be made. So the trustees delegate these decisions to expertise, retaining oversight of the appointment of the manager of managers provider.

4.6 Taking this one stage further, some higher level decisions, for example the regional disposition of equity holdings, can also be delegated. In effect, once the broad strategy is agreed the control of the chain implementing the strategy is delegated to a professional third party, and the trustees retain oversight responsibility. Russell offers this service. We believe that, properly structured, this represents an extension of asset owners’ fiduciary reach through delegation to a professionalised executive resource.

4.7 The precise formulation of this type of service varies widely, and is now usually referred to as ‘fiduciary management’ or ‘implemented consulting’. Along with new entrants, many asset managers and traditional consultants have evolved their services and business models to provide fiduciary management services. There is evidence of increasing take-up and interest in these types of service, particularly among smaller schemes. The Russell survey of investment decision-making found that 15% of schemes now use some form of fiduciary management, with this figure rising to 26% of the smaller scheme (<£500m) respondents.

4.8 While representing increased professionalisation and a step-change in the level of resource devoted to high level control of the chain, fiduciary management does present some potential challenges, notably:

· Ensuring that asset owners remain engaged given the increased distance between them and the companies in which they invest;

· Introducing the risk of misalignment of incentives if mandates are poorly specified, or if the fiduciary manager’s commercial interests do not align with those of the asset owner.

4.9 The evolution of fiduciary management in the Netherlands, where the concept was first created, is instructive. The early phase of fiduciary management saw a concentration in a small number of providers. A number of disappointments in the outcomes from early fiduciary management could be traced to a misalignment of incentives between the asset owners and the fiduciary management providers, where the providers’ commercial interests drove investment decisions that were not consistent with asset owner preferences. This experience has informed the development of the market in the Netherlands. As active participants in this market, we can attest that asset owners look for greater engagement around the mandate definition and accountability, more transparency on portfolio holdings, costs and fees, and independent checks and balances on the activities of the fiduciary manager.

4.10 There are also important variations in the structures under which these types of services are provided. Some are provided under investment management agreements, others under advisory agreements. Accountability and the requirement to act as a fiduciary are clear in the former, less clear in the latter.

4.11 In Directions for Government and Regulators, Kay recommends that regulation should emphasise issues of structure and incentives rather than control of behaviour. We strongly endorse this recommendation, and would suggest its applicability in the context of our comments in this section. In particular, we encourage the creation of Good Practice Statements for this growing and diverse segment which may be in control of substantial portions of asset owners portfolios.

5. Creating scale in the asset owner community

5.1 Professor Kay observes that the UK equity investor community is fragmented. This fragmentation is in evidence in the asset owner community. For example, the vast majority of UK defined benefit schemes are small: the 2012 Purple Book published by The Pensions Regulator indicates that out of a total of 6,316 schemes included in its dataset:

· 2,260 have fewer than 100 members;

· 2,828 have between 100 and 999 members;

· (the remaining 1,228 have at least 1,000 members).

Given that the vast majority of UK defined benefit schemes are now closed to new members or future accrual, funds are set to get even smaller in the future. The defined contribution segment is further fragmented between contract-based and trust-based arrangements, and asset sizes as yet remain considerably smaller than for defined benefit schemes.

5.2 As well as more efficient cost structures, larger asset owners tend to have stronger governance. For example, the Russell survey of investment decision-making found that larger funds:

· have better access to expert resource and advice: taking together the number of finance or investment professionals on the trustee body or the investment committee, as well as any full-time in-house investment staff,

· funds with assets in excess of £500m have on average 5 expert individuals; whereas

· the smallest funds (<£100m) with less than £100m in assets have only 2.5 individuals;

· are more likely to have an investment committee:

· 69% of large schemes (>£500m) have investment committees; versus

· just 22% for small schemes (<£500m).

· spend more time in absolute terms on investment issues: trustee boards and their investment committees spend:

· just over 25 hours a year on investment issues for larger funds (>£500m); versus

· just 7.5 hours for the smallest funds (<£100m).

· are more likely to have a more ambitious investment strategy: measured on complexity scale from 0-100 (least to most complex):

· large funds (>£500m,) score 69; versus

· 44 for the smallest funds (<£100m).

As such, larger funds are better placed to control the investment chain and ensure that value is preserved for the end saver.

5.3 We submit that these larger fund scale efficiencies enable some, but quite a small proportion, of asset owners to engage more effectively with a number of the recommendations made by Professor Kay: for example developing and promoting a more expansive form of stewardship (Recommendations 1 & 2), participating in a forum for collective engagement (Recommendation 3).

5.4 Smaller asset owners could be encouraged to merge to facilitate the creation of scale. In several other countries, notably the Netherlands and Scandinavia, there has been strong encouragement for such smaller schemes to merge or pool their resources in industry-wide plans. In Australia, market forces have consolidated super funds to the point where there are very few small operators left. Current UK legislation makes it possible for smaller plans to join together, but there has been very little movement in that direction. We propose that the government considers incentives that would encourage consolidation. This aligns with Kay’s diagnosis that policy should focus on issues of structure. We expect that this would require a review of trust law and potential legal obstacles to consolidation, where we are not competent to comment further.

6. Better alignment of incentives along the chain

6.1 A lignment of interest along the investment chain is patchy at best. The current system of incentives motivates participants to focus either on revenue (profit) maximisation, at the expense of investment outcomes for the investor, or on a time period that is far shorter than is optimal for most investors.

6.2 The problems with our current system on incentives can be separated into two distinct areas:

· the timing issue, where parts of the investment chain are incentivised to maintain a short-term focus, despite the ability of investors to take a long-term view, and

· the reward issue, where asset managers and agents are incentivised to behave in a way that is not always in the best financial interests of the investor.

These issues are all well understood by Professor Kay and a number of examples of this type of behaviour are highlighted throughout his report and the Government’s response.

6.3 The timing issue arises in a variety of different situations in the world of pension financing. Trustees are currently driven to focus on the short-term impact of market related valuations on their funding level (and hence the sponsor’s balance sheet) rather than on their real responsibility which is to provide the actual pension payments to beneficiaries; a series of, as yet, unknown payments over 40 or more years. Such a long-term investor would not necessarily wish to focus on government bonds when yields are so low if it felt there was a better chance of generating appropriate income streams from other assets, albeit that the value of such assets might suffer greater short-term volatility. [6] Current regulatory and accounting practice encourages the short-term funding level volatility perspective, and the banking community has further encouraged corporate sponsors to adopt this perspective. This is one instance of what Professor Kay describes as ‘sales masquerading as advice’.

6.4 This short-term focus is also encouraged by the business models of asset managers who are generally incentivised to maximise the volume of assets they gather rather than focus on good, long-term outcomes for their investors. Their behaviour is designed to attract and then retain assets. Behavioural studies amongst retail investors demonstrate that they tend to invest new money in the latest hot performer but rarely move money away until the performance is significantly below benchmark. A successful manager need only produce short bursts of good performance to attract assets and hence profits and then seek to avoid the sort of underperformance that would cause those assets to be lost.

6.5 As Kay recognises, one of the main stumbling blocks in trying to change this behaviour is the concept of fiduciary duty. Many participants in the investment chain constrain themselves within a very narrow interpretation of fiduciary duty based on previous judgements, particularly Cowan v Scargill [1985], which many advisers have taken out of context and used to focus attention on short-term underperformance rather than the potential for long-term outperformance. If fiduciary duty is used to penalise a manager for following a good long-term theme that lags behind their peer group in the short-term then it is no surprise that their behaviour is adversely affected.

6.6 Conversely a lack of fiduciary care is the key culprit in a number of areas where the behaviour of third party agents engaged in the investment chain has come under scrutiny. In particular we see some evidence of ‘sharp’ behaviour in the areas of currency management where the exchange rates charged to investors look suspect compared to what might have been achieved elsewhere in the market at the time. Studies by Russell have estimated the cost of this sharp practice to asset owners to be of the order of 9 basis points per annum. [7]

6.7 However it is not all bad news. In some areas, the industry has acted on its own to improve the behaviour of agents. For example, the leading players in the transition management industry have come together and have created the T-Standard, an industry standard for measuring total costs during the transition process. This initiative has significantly improved transparency around the whole process of moving from one manager to another.

6.8 Another example of behaviour that is not aligned along the investment chain is the concept of ‘closet indexing’. Professor Kay observes

"...that some active asset managers, faced with the need to deliver short-term relative performance, will resort to ‘closet indexing’, i.e. selecting and managing their equity portfolio to minimise tracking error from their performance benchmark."

This is one of the reasons that has been cited as an explanation of why low risk stocks have not underperformed high risk stocks. The risk adjusted return premium associated with low volatility stocks is well documented [8] . One of the most plausible explanations is that stocks with low absolute volatility introduce into a portfolio a high level of risk, relative to the benchmark against which managers are monitored. Asset managers are thus inclined to ignore an area of the market that could provide better outcomes for their investors.

6.9 As such we strongly endorse Professor Kay’s recommendations for the clarification of fiduciary duty (Recommendation 9), and the application of fiduciary standards to all relationships in the investment chain (Recommendation 7). Encouraging a truly long-term focus on investment-decision making requires that focus to come from all parts of the chain. We have focused on the primary controllers of the chain, the asset owners, earlier in this submission. We further recommend that the Committee specifically addresses the ‘responsibility gap’ that is evident in transactional services, such as FX trading, to the investment chain.

7. About Russell

7.1 Russell Investments (Russell) is a global asset manager and one of only a few firms that offer actively managed, multi-asset, multi-manager portfolios and services that include advice, investments and implementation. Working with institutional investors, financial advisors and individuals, our core capabilities extend across capital markets insights, manager research, portfolio construction, portfolio implementation and Indexes.

7.2 As of 31 December 2012, we managed over $162 billion in assets for 2,400 institutional clients, and over 580 independent distribution partners and advisors globally. We advise $2.4 trillion in assets (as of 30 Jun 12). We have researched investment managers for forty years, in recent years meeting annually with more than 2,200 managers around the world. Through our implementation services business, we traded more than $1.5 trillion in 2011.

7.3 We are headquartered in Seattle, Washington, USA, and also have offices around the world including Amsterdam, Auckland, Beijing, Chicago, Dubai, Frankfurt, London, Melbourne, Milan, New York, Paris, San Francisco, Seoul, Singapore, Sydney, Tokyo and Toronto.

8. Summary

8.1 Russell Investment welcomes the final report of the Kay Review and the Government’s response to it, and supports the Review’s recommendation the regulations should emphasise issues of structure and incentives rather than control behavior. We have focused in this response on how better control on the investment chain should be encouraged, and the structures which are in place to control that chain.

8.2 We find evidence that there are potential benefits from:

· further professionalising the asset owner community;

· encouraging structures, for example in the fiduciary management segment, that allow for more efficient and effective decision-making;

· creating scale within the asset owner community; and

· better aligning of incentives along the chain.

8.3 In particular, we advocate that:

· as part of the response to Professor Kay’s recommendation 9 (review the definition of fiduciary duty), the Committee reviews how asset owners can be better equipped to discharge that duty through acquisition of greater expertise, more effective delegation, and development of non-executive, oversight skills;

· as part of the response to recommendation 2 (the adoption of Good Practice Statements), Good Practice Statements are developed explicitly for the growing and diverse ‘Fiduciary management’ segment, which may in the future be in control of substantial portions of asset owners’ portfolios;

· the Committee considers policies that would encourage the consolidation of small asset owners to create greater scale in the asset owner community, which would support recommendations for greater engagement and long-term decision-making on the part of asset owners; and

· in considering recommendation 7 (application of fiduciary standards), the Committee specifically addresses the ‘responsibility gap’ that is evident in FX trading and other transactional services to the investment chain.

Mike Clark, Sorca Kelly-Scholte, and Crispin Lace

january 2013