Welcome!

Somewhere in the discussion, it may have gotten lost.

This proposal is about supporting the FastPass network.

This proposal builds out the FastPass network and advances the network as a partner with Quadency.

Hello MN Owners!
Posting on behalf of Omar Hamwi, DCG BD Team

"Hi all, the DCG BD team rarely chime in on proposals but this one is an important one and I thought I should share a bit more detail on how this investment will benefit the network. In addition to being a fast-growing business the network will benefit from on the revenue front, Quadency is shaping up to be quite a large factor in the success of the FastPass Network. DCG BD team is working with Quadency in designing a tool that will connect FastPass exchange partners further, allowing our users to easily trade between exchanges and present opportunities for new trading use cases for Dash. With a close partner like Quadency providing trading automation tools customized for the FastPass Network, this will be a large help to the success of the FastPass initiative. Put another way, without Quadency's support, the potential of this initiative will be limited. In a bull market, these lost opportunities are even more significant. As a partial owner, we would participate - as a network - in the value Dash is creating for Quadency AND we could have greater say over how it is implemented as a shareholder."

If we can't get the votes to move ahead with a deal this perfect, I would say that for the time being the DIF won't be able to fund any illiquid investment. This is not as bad as it sounds, because the DIF can still act as a kind of "rainy day fund" that holds things that can be quickly turned into cash in case we need it.

It's been my experience that if you wait long enough something bad will happen, and the cure for most bad things is a pile of money.

Not sure why we should fund a platform trading 3000+ other coins. (Not that I don't value interoperability, but all these other coins didn't pay)

1. No info on shares for us?
2. Remember how generalbytes promised making Dash a "first priority customer", but now don't support Dash on their actual machines?
3. It's shady to try to bribe MNOs with perks.

No x16.

This is NOT a grant. It is an investment. Dash didn't pay to be included in the product.

1) The equity agreement is through a SAFE, which determines the value of the equity (and therefore the share of the company) at a future date. There will be a discount applied to a future priced funding round. The discount will be 20% (which equates to 25% more shares).

2) Again, this is not a grant. We will own shares in the company, which would provide us with additional influence over the use of Dash on their platform. Quadency understands the value of instant transactions for traders, and plans to integrate trading strategies that can take advantage of that.

3) The perks are not positioned as a bribe. In the past, proposal owners have tried to "bribe" MNOs by only offering perks to those that vote "yes". The benefits offered here would be available to any MNO, regardless of whether and how they voted. Additionally, we are receiving commercially identical terms on the equity portion of Quadency's offer prior to the inclusion of those benefits. The benefits are also minor... we're talking about a non-monetary benefit that is a limited time trial. The DIF assumed the MNOs would appreciate the opportunity to try the service they partially owned, and seeing as it was an "add on" benefit, it seemed foolish to decline something offered to the MNOs for free.

It hasn't been highlighted particularly well, but this is a SAFE agreement, which is an agreement for FUTURE equity. i.e: There is no fixed equity given for the $100k investment. The equity received is dependent on a future investment where our $100k investment will receive equity based on that investment rounds valuation. We will also receive around $120k worth of equity at that point due to having invested earlier than that round (hopefully that makes sense!).

Correction... a 20% discount equates to $125,000, NOT $120,000. Getting 120k for 100k would only be about 16.7% discount.

Good point, thanks for the correction - even better.

...I'll just make an on-topic comment... this decision proposal is kinda pointless. Without knowing how much equity is being purchased, or any investor info to be able to do any kind of due diligence it's impossible for MNOs to make any kind of judgement call of any value as to ROI here.

Obvs there's gonna be non-disclosure limitations to being able to do this. But that's the point - why bother asking the network in a 'Decision proposal' - it's asking the MNOs to give approval (and therefore potentially responsibility / liability) to something that doesn't have the information for them to make that decision.

I have VC friends i'd like to send this to but they're just gonna say the same thing... without any information its impossible to 'decide' on this so why is this being asked?

I agree with these comments. I would first primarily invest in projects that are directly building the Dash infastructure and making Dash a better payment solution rather than investing in large sums of money to build 3rd party projects. If we invested in a secondary dev team we could build apps that would add tremendous value directly to DASH where we own 100% of the intellectual property. I would prefer to spend our money on projects were we own all the benefit and improve Dash. There are so many apps we could build with this money.

The value of the DIF will become much more obvious once Dash is trading higher. Yes it would be nice to hire more developers, but we need to continue to spend resources operating and perfecting the Dash Investment Foundation. It's a brand new thing in the world and we are basically in a sea trial at this point.

I am frankly amazed that the supervisors have brought us a deal this good and this appropriate. With the rise of services like Robinhood (where my bartender is trading options!), it's clear that more and more people want to trade and speculate. Whether this is a good or bad thing is irrelevant. It's profitable.

It's important for the DIF to obtain approval from the DAO for making illiquid investments for several reasons.

1 - The funds that the DIF holds belongs to the DAO. The DIF is acting as an agent of the DAO and should be acting in accord with the DAO's wishes.

2 - These funds cannot be quickly turned back into cash. They are long-term bets.

3 - It's does not hamper the DIF to create a proposal and wait for the results. The idea that supervisors need to act quickly is nonsense.

We have to weigh whatever information we have -- both of the deal and of the supervisors making the recommendation. It's the best we can do given the realities of business agreements.

Sure - I actually just had a catch up with Darren (DIF supervisor) and I feel lot better about the DIF now that I understand lot more about it and seeing his involvement, just FYI

Thanks for the chat!

Cheers!

It would be amazing if this money was being invested within Dash, say for example, on development. This money could flesh out the Platform protocol developers (increase the number from 3 fulltime devs to something more appropriate).

You have my support.

@TheDif one of our roles as an MNO is to ensure that the money spent on a project is money well spent and that the spend is inline with Dash's core values. I've listed what I believe to be Dash core values are here:

DASH's core values as follows:
1. DASH must be non corruptible (both now and for the future),
2. Radical transparency (in code and investment),
3. Decentralisation (not possible to exploit Dash by minority group of individuals),
4. Efficiency (both Investment and Coding efficiency)
5. Trustlessness (quality decisions can be made without the need to trust any one individual or group.
6. Payment solution - make tech usable by anyone.
7. Integrity
8. An innovative leader in the cryptocurrency space.

https://www.dash.org/forum/threads/02-decentralised-decision-making-what-are-dashs-core-values.50310/

I had listed these values and asked anyone in the forum to challenge, change or modify them. Nobody has done so therefore I think these values are what Dash believes to be important as a project.

In order for MNOs to main these values therefore we need to know the following:
1. How much share equity?
2. What are the terms of the equity share?
3. Any other terms of the deal that we are not currently aware of.

In short we need to see the full terms of the deal. Failing to do this would be failing our role as an MNO to upload the values of the Dash project.

I recommend that the DIF advertise, in advance the Dash project core values to all investors and build it into the terms of them submitting a funding request that they must agree to meet these core values if they wish to gain funding from a decentralized project. This includes ensuring that the network fully know, without any restrictions what all the terms of an agreement will be.

If an investor does not agree to these terms then they are not the right investment partner for us. There will be companies that will agree to this and by advertising these values up front it would prepare them to understand what they are getting into before you spend a lot of time assessing projects we cannot agree to fund.

MNOs need to decide once and for all. Do we stand for these values or not?

I would also like MNOs to consider the following.

There is principal of influences called "Social Proof" or "heard mentality" which is also at play here and MNOs need to be aware of this principal and compensate for it in their decision. What is social proof in the context of the governance system? It is a principal in which there is a large number of votes already made (either positive or negative) this will have a strong influence to also vote in line with the large number of voters that have already voted. I have noticed that a large number of votes (around 230 votes) went to this proposal very early on in the voting cycle. These large number of votes are more than likely coming from DCG management voting for this project. Ryan Taylor has publicly announced previously that we should we should "trust" the DIF decision without a vote of approval from MNOs and that he was voting YES for funding proposals.

First of all note that Ryan Taylor's suggestion is not in line with the DCG values of trustlessness or radical transparency i.e. we are working to eliminate the necessity of trust from the Dash Project.

Ask yourself MNOs are these values worth upholding? If so, then you should vote either no or abstain until we know what the full details are of the proposed investment.

The DIF also needs to adhere to Dash core values. If you don't then what is the point? Yes, we will lose many opportunities but then the partners we attract also be those that are in line with our values AND we can show the world we stand by our values of integrity for creating an currency that cannot be corrupted either now of in the future. We put our values first before profits.

I strongly suggest the DIF put our values upfront in the funding application process and explain that is is a requirement in completing the form that in completing this application for funding it is understood that the the full terms of any funding agreement will have to be disclosed to the MNO network and cannot be protected by an NDA. This is due to the very nature of working with a decentralized project that has trustlessness as one of its core values.

I appreciate the work that the DIF are doing for the network however I'm voting NO for now until we can gain the information necessary for us to upload Dash's core values. Please note however the reason I'm voting NO rather than Abstain is for privacy reasons since nobody has yet voted Abstain.

"Please note however the reason I'm voting NO rather than Abstain is for privacy reasons since nobody has yet voted Abstain."

Why didn't you simply not vote if your intent was to abstain?

Nonsense. We vote for the DIF supervisors whom we TRUST to review non-public information regarding this and any other agreement we enter into. In the REAL WORLD there is non-public information associated with business agreements. What you're asking for would make it impossible for the DIF to function.

It's just a website that connects to exchanges thru API. Their media channels worth nothing - twitter 2441 and youtube
239 subscribers. There are many websites like that, I use 3commas for years and this Quadency looks similar.
So why we need to buy a share in a simple website that connects to exchanges for $100k? What exactley they offering in terms of integrating Dash? Maybe some fast transactions in Dash from user account on one exchange to his account on another exchange? I didn't found in text of this proposal anything like that.
For now I vote NO, there's nothing magical in this website and it's shares not worth $100k.

Had to check with Quadency before replying, but yes, their intent is to integrate features and trading strategies that will take unique advantage of Dash's speed and exchanges in the FastPass network.

I can't speak to the disparity between their social media subscribers, but can tell you that their user base is substantially higher than their social media accounts you highlight. They are raising significantly more than just the DIF's $100k in this round from other investors for growth initiatives.

I suppose it's possible to ignore the unanimous recommendation of the five DIF supervisors and instead spend fifteen minutes on Google in order to form an opinion.

I mean I think he raises a fair point. I would personally like to hear the DIF supervisors who are recommending this address that.

Can we replace the MNO kickbacks for some additional add placement value or equity? It feels very Drako-esque....
Any MNO specific rewards from proposals should be avoided in future

In addition to Darren's comments on this (that this is NOT an offer of a benefit for a vote... it is extended to all MNOs), I'd like to point out that the DIF is receiving the identical investment terms as all other investors. Quadency included the "extras" as a bonus for our community, but I would not consider the extras as central to the investment decision.

The MNO "deals" part of this is more likely to benefit Quadency than the MNO community -- kind of like a casino offering free rooms in the casino hotel. This part of the agreement is irrelevant IMHO. A nothingburger.

Actually i agree.

''Free three-month trial of Quadency Unlimited with ongoing plan discounts (up to 50%) granted to all confirmed Dash masternode owners.''

I think this equity investment has enough merit on its own. It does not need to sweeten the deal like that.

C’mon Quizzie,
Nothing wrong with a little kickback ‘free-market’ style!

I’m loving that these proposals with kickbacks came out after the Kuva one.

Let’s see how MNO ‘ethics’ works now ;)

Drako

In short -

What is the equity on offer, and what are the term - this can’t be confidential, how are MNO’s supposed to know if this is a worthless deal or not.

Any investor would require an understanding of the cap table, terms on offer and the pre/post money valuation for this deal.

Thanks,
Drako

The proximity of this proposal to the proposal you refer to is unfortunate. That other proposal offered rewards to those who vote for it. The Quadency free trial is not dependent on any particular vote, only the outcome.

It is important to Quadency that their partners understand their product. Some DIF supervisors tried out Quadency for, among other reasons, evaluate the value proposition. Quadency does intend to support their partners and does encourage you to try their platform.

In my country there was a famous company called Wrigley's. Wrigley's main product was chewing gum. Anyone could go to a broker and buy a few shares in Wrigley's. Every holiday season Wrigley's would mail every shareholder a free 20 pack of gum. I believe this benefit continued until Wrigley's was bought out by a private candy company called Mars.

The 20 pack of gum was not considered a kickback it was a shareholder perk.

Quadency want's a relationship with you. They want to be partners, and partners help each other where they can.

‘Unfortunate’ - lol
This is how the free market works Darren. It’s unfortunate you don’t seem to catch on, but blind spots seem to be the norm for MNO’s. Maybe it is a poison pill for Dash, that once things expand nobody will gaf for the DAO and just vote the rewards into their pockets...

The ‘free gum’ was the very definition of a benefit or kickback to shareholders. Just as it is also a kickback that Quadency is offering.

Vote YES for the free market, code is law!

Thanks,
Drako

I'm not sure I understand this line;
"That other proposal offered rewards to those who vote for it. The Quadency free trial is not dependent on any particular vote, only the outcome."


"In my country there was a famous company called Wrigley's. Wrigley's main product was chewing gum. Anyone could go to a broker and buy a few shares in Wrigley's. Every holiday season Wrigley's would mail every shareholder a free 20 pack of gum. I believe this benefit continued until Wrigley's was bought out by a private candy company called Mars."

As you say in this example, they would extend this perk to all investors - not just the board of directors, which is essentially what your MNO's are. In the spirit of Wrigley's, could we perhaps lower the threshold to proving owner ship of 10 Dash or some other non-masternode specific entry point? Consider how user-centric Dash aims to be with the aspirations of one day having shared masternodes.

The wording of the MOU actually allows the DIF to conduct promotional events which give a one month trial **and discounts** to people who participate in the promotion.

The details of such a promotion aren't hammered out, but the MOU language is very permissive to the DIF.

If you vote no and this proposal passes you still get the free trial.

The other proposal claimed that they would do something for the first 300 yes votes.

These two things are very different.

Agreed. Proposal looks fine other than this. We should strive to avoid greed/conflicts of interest in voting.

Can't rationally consider this until we understand the " in exchange for equity" part of the agreement. Those details are lacking.. We need to know the % of fully diluted shares and if those shares are restricted in any way. Who in their right mind would buy something without knowing how much they are getting in return?

The MOU states that we would enter a SAFE agreement with Quadency should this decision proposal pass. SAFE agreements act like a warrant, but defer the need to assign a valuation until a later funding round. The SAFE agreement entitles the holder to a discount off the future funding round in which a valuation is assigned. If Quadency increases the discount for the other investors, they will be required to increase our SAFE discount as well. This helps ensure terms we receive are fair and in line with the marketability of the equity.

SAFE agreements are increasingly popular instruments for early funding rounds. It ensures the SAFE note holder receives a significant discount once a valuation is assigned, without requiring an explicit agreement on an appropriate valuation.

We are reaching out to Quadency to determine whether we are permitted to share additional details about the SAFE, as we are under an NDA and require their permission. I can tell you the terms are commercially reasonable and in line with market, or we would not be presenting this to the DAO.

I confirmed with Quadency to share that the SAFE terms call for no less than a 20% discount. Any extension of greater than 20% to another investor requires a reset to the higher discount. These are pretty standard terms for a SAFE agreement.

A couple other things to note:
- All external capital raised to date has also been via SAFE
- SAFE agreements were developed by Y-Combinator and are widely used mechanisms for early stage funding

An MNO talking sense finally.

Where are these details to be found - seems critical to me if this is an equity offering what the % of fully diluted shares would be, what are the drag/tag along and minority shareholder rights (even a summary of what the terms are would be fine) and whether the valuation is pre/post money.

Thanks,
Drako

I think given the current voting seen here (over 300 yes votes), it gives an idea of precisely what proportion of MNO’s are in their ‘right mind’.

Not many are like you and ask for this proper info, I’m afraid.

Thanks,
Drako

This sounds like a great oppurtunity to me. I will be supporting this. Thanks !

Well done DIF. I really like the look of this proposal. May I ask a few questions:

1. How much equity is Quadency offering in exchange for $100K?

2. Are you able to provide any insights or metrics about Quadency? For example: How many registered users etc.

3. I did a quick background check about Quadency Inc. on what I could find that is available to public online. Can you please confirm the following information is correct?

DOS ID: 5365000
Current Entity Name: QUADENCY INC.
Incorpration Date: 06/25/2018
Entity Type: FOREIGN BUSINESS CORPORATION
County: NEW YORK
Jurisdiction: DELAWARE
Headquarters: 79 Madison Ave, New York City, New York, 10016, United States

Revenue: $5.4 Million

4. Which individual/s at the DIF will be registered as the beneficial owner of equity?

Thank you in advance. I'm sure the answer to these questions will help make MNO's make a more informed decision.

Keep up the great work.

Thanks Mark

1&2) I am under NDA and going to seek advice before answering those questions.

3) Yes

4) The DIF is a corporation registered in the Cayman islands. The corporation has extra paperwork done so that it is officially a foundation. This corporation has no owners and no members. The Cayman islands is one of only a handful of jurisdictions that allows for an ownerless, mebmeberless foundation.

This corporation, the DIF, will be the beneficial owner of the equity.

Seeking approval to show what equity is on offer and under what terms??!

What nonsense is this?!

What is the equity on offer, and what are the term - this can’t be confidential, how are MNO’s supposed to know if this is a worthless deal or not.

Any investor would require an understanding of the cap table, terms on offer and the pre/post money valuation for this deal.

Or is everyone an amateur here and just doesn’t care?

Thanks,
Drako

Thank you for your reply, you have my support for this. If the DIF are able to provide any metrics or more details it would be very much appreciated as it will be helpful for other MNO's to see and win more support.

I do apologize to ask you again but I want to make sure there is no room for error of misunderstanding on this.

Are you 100% certain a Cayman Island Foundation can be listed as the Ultimate Beneficial Owner of equity?

Would you be so kind to ask the DIF Directors to verify this?

In theory, I fully understand and appreciate that the purpose of the DIF was created to take ownership of equity on behalf of the network, hence the ownerless/memberless foundation structure but in practice it may turn out to be a very a different story. Let me explain.

It is my current understanding Beneficial Ownership is a requirement from the Financial Crimes Enforcement Network (FinCEN), under the Bank Secrecy Act.

I'm not a legal expert by any means. I do hope I'm wrong on this but I can't find any info online to confirm this to be the case. However, what I did find and read online isn't very clear, but it doesn't sound very promising for the DIF either. It appears as if the Cayman Islands government has changed it's ruling on Beneficial Ownership after the DIF was founded.

I read that the Cayman Islands government is introducting public registers of beneficial ownership information: “Financial secrecy is not tolerated in our jurisdiction. While the undue focus is often placed on our jurisdiction, we fully appreciate the need to ensure coherent and efficient registration and exchange of beneficial ownership information to facilitate the transparent flow of legitimate capital.”

Why do I ask this...

The reason I'm asking for clarity on this matter is primarily to protect the network, and secondly so the network can have full transparency on the legal status of equity ownership and the process. It's vital to get clarification on this from the DIF Directors. If it turns out my fears are correct, the network must be informed for security and risk management reasons. For example if a DIF Supervisor or DIF Director needs to be listed as the legal Beneficial Owner of equity and not the DIF itself, it presents potential complications and risks.

The easiest way I can think to disprove this would be if the DIF had already taken ownerhsip of equity. I'm very concerned for the network as to my knowlwedge the DIF hasn't taken ownership of equity in anything or gone through the process before of taking ownership of equity to date. I'm worried the process of taking ownership might have been overlooked. I do hope I'm wrong.

The only way the DIF can prove this objectively would be if the DIF was able to show the Dash Investment Foundation listed as the equity owners in a Cap table. If you have this you could black out and obfuscate the details of any other entities listed on a Cap table to protect their identities. This would put my worries to rest, as long as I can see the DIF listed as the Ultimate Beneficial Owner of equity.

I'm assuming the DIF hasn't taken equity in ReadyRaider yet as the multi-month proposal is still ongoing? If that is the case, am I correct in assuming that the DIF hasn't taken equity in anything to date?

Just for the sake for others reading this to provide more context: A Capitalization Table (or Cap Table) is a table providing an analysis of a company's percentages of ownership, equity dilution, and value of equity in each round of investment by founders, investors, and other owners.

Beneficial ownership is a term in domestic and international commercial law which refers to the natural person or persons "who ultimately own or control a legal entity or arrangement, such as a company, a trust, or a foundation".

What is Beneficial Ownership and why do we need to know who they are?

In order for governments to fight financial crime, federal regulation now requires to obtain, verify, and record information about the beneficial owners of legal entities. Legal entities can be abused to disguise involvement in terrorist financing, money laundering, tax evasion, corruption, fraud, and other financial crimes. Requiring the disclosure of key individuals (beneficial owners) who own and/or control a legal entity helps law enforcement investigate and prosecute these crimes.

I sincerely hope we can can get clarity on this from the DIF Directors.

Thanks,

Mark

We might be the blind leading the blind here as I am not a lawyer also. I do know that lawyers have reviewed all of this, several times, and I will ask them and the directors for the clarification you ask for. Please note, that I think your line of questioning has deviated from being on topic to the given proposal.

The DIF currently has a pre-proposal up asking for funding.

https://www.dash.org/forum/threads/amount-of-dif-reserves-requested.50887/

It seems this line of questioning would be more on topic for that type of proposal.

Best,

Darren

This was Darren.

I would also like to know:

5. Are Quadency planning on doing an ICO (Initial Coin Offering)?

Thanks,

Mark

I am not aware of any plans to have an Initial Coin Offering.

An initial coin offering would complicate our due diligence process, as it is difficult to determine if an ICO is required to be registered with the SEC. It's generally best to avoid legal risks.

Exactly, this is the very reason why I asked. It's very important to get clarification on this. Can you kindly ask Quadency to confirm that they will not be doing an ICO in the future and report back please?

My apologies for all the questions but it's crucial to get clarity on this.

Thanks,

Mark

I did check:

Quadency employs the services of FM Stern law office to oversee compliance with all domestic and relevant international laws. Quadency has not participated in an ICO and currently has no plans for participating in an ICO.

This was Darren.

1 - Can you tell us if the DIF supervisors are unanimous in their recommendation to enter into this agreement?

2 - Can you explain the process you used to get to this point? For example, is a simple majority of the supervisors sufficient to move forward with a potential agreement, and do the directors of the DIF have to sign off?

This action was unanimous. A simple majority (50 + 1 in this case three out of five) is needed for the board of supervisors to act. The directors need to sign any memo of understanding, which is what happened in this case.

1. Could you share more info on equity? What's the valuation of the company and what percentage of the company would the DIF own? Also, what investment round is this - series A, B...? No voting rights, right?

2. What's the exit strategy? Are there any dividends from the company we can look forward to?

3. How does Quadency make money - obviously, there are subscriptions, but are there any other income streams?

4. Is the company profitable as of now, and what's the rate of growth (in any metric company is focused on)?

5. Is there any specific rationale on the DIF side for investing in this company in particular you'd like to share?

I understand that some of this info might be confidential. I also don't doubt the DIF has chosen this particular company carefully and prudently. However, as we're being asked to support this decision, a bit more info on the company, especially financial prospects, would be much appreciated. Obviously, there is a certain synergy due to FastPass, but I'd still like to know what we're getting out of this long-term.

The answers Darren provides actually answer none of the questions asked...

You’re ok with this?

What is equity on offer, pre/post money valuation and what are the terms. Insist on this otherwise you are blind as to whether there is value in this deal or not.

Thanks,
Drako

Darren said he'll check before he provides more information, so hopefully he provides it.

Yes, some info is confidential, I will answer your questions as I know is consistent with agreements I have signed. I will check before I provide more information.

3. This question has an answer in the proposal text, although it may not be very clear. One product that Quadency offers is a unified trading environment. That is, a trading environment where your can manage accounts at a plurality of exchanges.

Current Quadency exchange partners include Binance Global, Kucoin, OKex, Kraken, Liquid, Bittrex Global, and AAX.

Many partners enable Quadency users to access all the platform's advanced tools for free in order to recruit new customers for their exchange and drive higher volume from traders using automation.

This last sentence is saying that the exchanges pay for their users to have access to Quadency's platform. I think this is referred to as a B2B revenue stream.

5) Personal rational: I find the valuation to be reasonable and fair. On top of that, there is $20,000 worth of branding that I expect to be a direct benefit to our network. I also feel that Quadency is well placed to be a locus of influence.

Thanks!

2 no's from me for this and all DIF related stuff in the future.

How much will this take from your current reserves ?

A copy of the Q3 Balance sheet can be found here:
https://www.darrentapp.com/pdfs/DIF-balance-sheet-2020-Q3.pdf

You can see there is some dependence on the market price of Dash but it would be less than half of our reserves.

The real question here is about opportunity cost. The DIF feels that this is a quality opportunity, that would be difficult to match.

(what will be your leftover reserves if this gets approved)