13, ISSUE NO. 2, FEBRUARY 2002
with Permission. ©2002 by Financial Ink Corporation.
All Rights Reserved.
and Gift Tax Planning
Critical Analysis of New IRS Split Dollar Guidance
D. Weinberg, JD, AEP, is the president of The Weinberg Group,
Inc. in Denver, Colorado. Mr. Weinberg works with individuals,
families and businesses and their professional advisors to
estate and business continuity plans and fund those plans with
life insurance. He is also a consultant and expert witness
in life insurance and a professional mediator in business, commercial,
and trust and estate disputes. A Harvard lawyer (licensed,
not practicing) with more than
35 years of experience in tax law and estate and business planning,
Mr. Weinberg previously served as a tax attorney in the Office
of Chief Counsel, Internal Revenue Service, New York City.
Weinberg is a member of the Colorado, Minnesota and New York bars
and is a former Adjunct Professor at the University of Minnesota
Law School. He is both a former chair of the Insurance Committee
of the Real Property, Probate and Trust Law Section of the American
Bar Association (ABA) and the editor emeritus of The Insurance Counselor primer series. Mr. Weinberg's
articles have been published in the
Journal of Asset Protection, Journal of Financial Service
of Taxation, Probate & Property, and Trusts & Estates, and he is
the co-author of The Insured
Stock Purchase Agreement, published by the ABA. He has lectured and conducted
seminars for many industry groups, including the ABA, American
Law Institute, Miami Estate Planning Institute, Notre Dame Estate
Planning Institute, Practicing Law Institute, Southern California
Tax & Estate Planning Forum, Texas Bar Association Advanced
Estate Planning Course, AALU, Forum, MDRT, Society of Financial
Service Professionals, and Top of the Table.
Weinberg is a nationally recognized expert on the taxation of
split dollar life insurance. In this very timely interview, he
discusses the new split dollar life insurance guidance provided
in IRS Notice 2002-8, issued on January 3, 2002. This Notice provides
interim guidance for taxation of split dollar plans. The Interviewer
is our executive editor, Myron Kove, Esq.
Q. Notice 2001-10 caused an uproar in the insurance,
estate and business planning communities when it was issued in January
2001. Now the IRS has issued a new Notice 2002-8 which revokes Notice
2001-10 and provides new guidance. What does the new Notice provide
that planners should be concerned about?
Weinberg: This new Notice radically
changes the tax treatment of split-dollar life insurance arrangements
for the future, subject to some very important transitional "grandfather"
rules. The Notice provides interim guidance and the IRS solicits
written comments by April 28, 2002. In addition, proposed regulations
will be issued, comments will be solicited on the proposed regulations,
and then final regulations will be published. This process may
take some time, although recent reports from Washington sources
indicate that the proposed regs. could be out in a couple of months,
probably by the end of March, and that the final regs. could be
published by the end of this year. Obviously, the final rules
on split-dollar may differ somewhat from those set forth in the
Notice. I offer my comments with the caveat that this is a dynamic
and rapidly changing area, and my (and others’) opinions about
the meaning and effect of the Notice are likely to change in light
of further developments.
What radical changes does the Notice propose in the way split
dollar life insurance arrangements are taxed?
The IRS states in Notice 2002-8 that the proposed regulations
to be issued are expected to provide for two mutually exclusive
regimes for the taxation of parties to a split dollar arrangement.
The new rules will be effective for split dollar arrangements
entered into after the date of publication of final regs. The
net effect of these changes probably spells the end of equity
split dollar for future plans as a practical matter. With an equity
split dollar plan (usually in the collateral assignment format),
the employer advances the premiums for a life insurance policy
owned by the employee or an irrevocable life insurance trust (ILIT)
created by the employee. The employee’s (or ILIT’s) obligation
is to reimburse the employer for the lesser of its cumulative
premium advances or the policy cash value. Any cash value in excess
of employer premium advances, the policy “equity,” is the property
of the employee (or ILIT). As discussed below (and except as otherwise
provided by the grandfather provisions), under the new rules,
either the policy equity will be treated as taxable compensation
to the employee when transferred to the employee, or the employer
premium payments will be treated as a series of loans by the employer
to the employee.
What is the approach of the first regime, the “endorsement”
If the employer is formally designated as the owner of the
policy, then the employee will be taxed on the economic benefits
received under Code Sections 61 and 83. This regime would operate
in a manner similar to what is currently known as the endorsement
split dollar method. Under the endorsement method, the employer
owns the policy but the employee or ILIT designates the beneficiary
of the death benefit in excess of the employer’s cumulative premium
payments. In this situation, the employee would be taxed on the
annual economic benefit (“AEB”) or term cost of the current life
insurance protection provided to the employee (less any contribution
made by the employee) so long as the split-dollar arrangement
remained in effect. The employee would not be taxed on any policy
equity accruing during the period the split dollar arrangement
was in effect. However, if the arrangement was terminated during
the employee’s lifetime and the employer was then repaid its premium
outlay (commonly referred to as a “rollout”), the employee would
be taxed on the policy equity at that time (less any employee
basis in the policy). (Presumably, although not entirely clear
from the Notice, plan termination at the employee’s death would
not cause taxation of the policy equity because of the Code Section
101(a) exclusion for life insurance death benefits.) Therefore,
under the endorsement regime, both the AEB each year (less employee
contributions) and the entire employee equity at rollout (less
employee basis) would be subject to income taxation. In addition,
if the policy were payable to an ILIT, the AEB each year and the
equity at rollout (without reduction for basis) would be subject
to gift taxation as well.
What is the approach of the second regime, the “loan” regime?
Weinberg: If the employee or ILIT
is formally designated as the owner of the policy, then the premiums
paid by the employer will be treated as a series of loans by the
employer to the employee, assuming the employee or ILIT is obligated
to repay the employer its premium advances. This regime would
operate in a manner similar to what is currently known as the
collateral assignment split dollar method. Under the collateral
assignment method, the employee or ILIT owns the policy but the
policy is collaterally assigned to the employer as security for
its premium advances.
Q. What principles will govern the
Weinberg: If not interest-bearing,
the loans will be subject to the interest-free loan rules of Code
Sec. 7872 that apply to various types of below market loans and
to the original issue discount rules of Code Sections 1271-1275.
These rules are quite complex, and they are explained in detail
in proposed regulations that were issued 17 years ago and never
finalized (maybe now they will be finalized). Loan treatment will
eliminate one vexing issue, namely, the taxation of policy equity.
Policy equity will not be taxed, unless and until it is withdrawn
from the policy in excess of policy-owner basis (and other than
by policy loan). This tax result is analogous to that of mortgaging
property – appreciation in the value of the property is not taxed
until the property is sold.
interesting question is whether the loan regime would have to
be used exclusively where the employee is a controlling stockholder
of the employer corporation in order to keep the insurance proceeds
received by an ILIT from being taxed in the employee/controlling
stockholder’s estate. If the endorsement method were used where
the employer corporation owned the insurance policy, it would
be difficult to prevent the corporation’s incidents of ownership
in the policy from being attributed to the employee/stockholder,
resulting in estate taxation of the proceeds. On the other hand,
what do you do where applicable state law prohibits making a loan
to an officer or director of a corporation, and your client is
an officer or director? Are you limited to the endorsement split
dollar method in this situation? Hopefully, we’ll have answers
to these questions (and many others) by the time the final regulations
What if there is no obligation on the part of the employee
to repay the employer loans?
Weinberg: In that situation, the
Notice provides that the premium payments are additional compensation
to the employee at the time the premiums are paid by the employer.
(This arrangement seems to be what is commonly referred to as
a “section 162 bonus plan.”)
When will these new rules be effective?
The Notice states that the new tax regimes will be effective
for split dollar arrangements entered into after the date final
regulations are published. However, there are important interim
rules, including special grandfather rules, set forth in the Notice
that affect all existing split dollar plans and new plans entered
into before the date of final regs.
One of the criticisms of the 2001 Notice was the lack of guidance
on grandfathering existing plans. Does the new Notice provide
Weinberg: The new rules, although
an improvement over the 2001 Notice, provide only limited grandfathering
for existing split dollar plans. Unfortunately, complete grandfathering
of existing plans was not forthcoming, although the insurance
industry, and particularly AALU, worked very hard for that result.
grandfather purposes, there are at least four important dates.
The first two dates are January 28, 2002 and January 1, 2004.
(The third date is the date of publication of final regulations,
and the fourth date is the effective date of future guidance for
determining annual economic benefit, both of which we’ll get to
shortly.) Split-dollar arrangements entered into before January
28, 2002 are entitled to the limited grandfather protection provided
for existing plans under the Notice's "safe harbor" rules. Existing
split-dollar plans (pre-Jan. 28th plans) may continue in split-dollar
mode, and if they terminate before January 1, 2004, the employee
will not be taxed on then existing policy equity.
This seems like a big tax break for equity split dollar plans?
Weinberg: I think this safe harbor
grandfather provision, the option to terminate the plan before
Jan. 1, 2004, will be most meaningful for mature equity split-dollar
plans but it probably will not be beneficial for immature plans.
A “mature” plan is a plan that before Jan. 1, 2004 will have arrived
at its time for rollout. Such a plan will have substantial policy
equity after repaying the employer, and the termination safe harbor
will avoid taxation of that equity at the time of the plan termination.
An "immature" plan is a plan where future premium payments will
be required on or after Jan. 1, 2004. If the immature plan were
terminated on Jan. 1, 2004, the employee would be faced with the
prospect of paying the full amount of future premiums with after-tax
dollars, and those same amounts would also be subject to gift
taxation if the policy were owned by an ILIT.
What if an existing split dollar plan continues after January
Weinberg: Alternatively, for existing split
dollar plans (pre-January 28, 2002 plans), the plan may continue
in split-dollar mode until 2004. Then, before January 1, 2004, for
all periods beginning on or after that date, the plan may be converted
to a loan from the employer to the employee. Conversion to a loan
before Jan. 1, 2004 will avoid taxation to the employee of policy
equity existing at the time of the conversion. This loan safe harbor
requires that all pre-2004 employer outlays for premiums must be
picked up as the beginning loan balance at the beginning of the
taxable year in which the conversion to a loan occurs, and that
subsequent premiums paid by the employer must be treated as additional
loans. If this safe harbor is entered, policy equity accruing after
the conversion to a loan (as well as before) will not be taxed,
unless and until it is withdrawn from the policy in excess of policy-owner
basis (and other than by policy loan).
previously noted, these loans may be interest-free and taxed as
"below-market" loans under Code Section 7872 and the original issue
discount (“OID”) rules of Code Sections 1271-1275. Or, presumably,
the loans may be interest-bearing and taxed under the usual tax
rules, without the complexities of imputed interest, below-market
loans. (Please note that Interest-bearing loans at the appropriate
applicable federal rate (“AFR”) are not taxed under the imputed
interest rules). As a practical matter, I believe that the loan
regime will be the grandfather protection most used by existing
immature plans where future premium payments remain to be made.
Questions remain to be answered, such as whether various split dollar
arrangements are to be reclassified as demand loans or term loans
(demand and term loans being treated very differently for tax purposes),
whether each premium payment is a separate loan or whether premiums
may be aggregated and treated as a single loan, and when and how
the OID rules will apply.
also worth noting that for pre-Jan. 28th existing split
dollar plans, existing carrier alternative term rates can continue
to be used to measure the annual economic benefit or term cost under
the plan – we’ll discuss this topic in detail later in the discussion.
Is any guidance provided in the new Notice for amending existing
Weinberg: For all existing plans
(i.e., plans entered into before January 28, 2002), I would be very
cautious about amending the terms of the plan if the intent is to
preserve the limited grandfather protections provided by the Notice.
In effect, the Treasury and IRS have given us a two-year grace period
to figure out what to do with existing plans. I’ll have more to
say at the end of this interview about how we are handling existing
As a practical matter, how should plans created after January
28, 2002 be designed?
Weinberg: I previously mentioned
that a third important grandfather date is the date of publication
of final regulations. (Of course, we don’t yet know what that date
will be and it could come as early as the end of this year). I’ve
already commented on plans entered into after the date of final
regs. Such plans will either be taxed as endorsement split dollar
plans or as employer loan plans.
split dollar plans entered into before the date of publication of
final regs. (including both new plans entered into after Jan. 28,
2002 and pre-Jan. 28, 2002 existing plans that do not elect the
Jan. 1, 2004 safe harbors), there are two other safe harbors provided
by the Notice. Under the first safe harbor, the plan can continue
in split dollar mode so long as the employee continues to report
annual economic benefit (“AEB”) or term cost, and the employee will
not be taxed on any policy equity accruing during this time period.
This result seems similar to taxation of an endorsement plan entered
into after the date of final regs., previously discussed. In short,
the employee will be taxed on the annual economic benefit (less
any employee contribution) during the remainder of the employee’s
life. A rollout during the employee’s lifetime in order to end this
continuing and increasing term cost will likely result in the taxation
to the employee of the entire policy equity at the time of rollout
for income tax purposes (less any employee basis in the policy)
and also for gift-tax purposes if the policy is owned by an ILIT
(without reduction for basis). Consequently, continuing a split-dollar
plan under this safe harbor results in a plan without an exit strategy
as a practical matter.
What is the other design for a split dollar plan?
for split dollar plans entered into before the date of final regs.,
there is a second safe harbor. Such plans can elect to be taxed
under an employer loan regime. If employer loan treatment is elected
from the outset, the result seems similar to the taxation of collateral
assignment plans entered into after the date of final regs., previously
discussed, where all employer premium payments will be treated as
it appears that for pre-final reg. plans, the plan can continue
in split-dollar mode under the first safe harbor above, and it can
then switch to a loan under this second safe harbor as long as all
previous employer premium payments are treated as the beginning
loan balance at the beginning of the taxable year in which the switch
occurs. The purpose of continuing in split-dollar mode would be
to preserve the (presumably) lower AEB cost for a period of time
instead of the higher interest cost if employer loan treatment were
elected at the outset of the plan. The result of a switch to a loan
would probably be that any employee equity existing at the time
of the switch (less employee basis) would be taxable. But, what
if the switch occurs just before equity appears?
There would be no equity to tax, and favorable split-dollar
(AEB) taxation would have continued up to the time of the switch.
Moreover, as previously noted, policy equity accruing after the
switch to a loan would not be taxed, unless and until withdrawn
from the policy in excess of basis (other than by policy loan).
Assuming my analysis is correct, this switch-before-equity technique
seems applicable to a new plan adopted after Jan. 28, 2002 and before
the date of final regs. It also seems to apply to an existing plan
(pre-Jan. 28th plan) that will have no equity on Jan.
1, 2004 and, therefore, does not elect the Jan. 1, 2004 safe harbors.
in connection with pre-final reg. plans, I should mention that the
Notice states “…no inference should be drawn from this notice regarding
the appropriate Federal income, employment and gift tax treatment
of split-dollar life insurance arrangements entered into before
the date of publication of final regulations.” For equity split-dollar
plans, commentators are taking this to mean that you could choose
not to enter into any of the safe harbors and take your chances
on taxation of policy equity under existing law. Since policy equity
taxation has been a very controversial area, I suspect most advisers
will not opt for this risky alternative.
There seem to be
a bewildering number of choices under the Notice applicable to pre-Jan.
28, 2002 existing plans, new plans entered into after Jan. 28th
and before the date of publication of final regulations, and new
plans entered into after the publication of final regs. In a given situation, how can a
professional adviser decide which is the optimum plan for his or
Weinberg: I think you will just have to run the
numbers for each alternative course of action. I expect that some
of the answers will be counter-intuitive, and you won’t know which
to choose until you’ve modeled the alternatives.
annual economic benefit (“AEB”) and annual term cost a number of
times. What does the new Notice have to say about this topic?
Weinberg: There are several additional interim
provisions in the Notice for valuing the cost of current life insurance
protection provided to an employee under a split dollar plan, i.e.,
for determining AEB, frequently referred to as “annual term cost”
(and previously called “PS 58 cost”). These interim provisions add
more grandfather rules, this time for measuring AEB. They generally
address split dollar arrangements entered into before the effective
date of “future guidance,” which is the fourth important date for
grandfather purposes referred to earlier. Apparently this is a different
date (presumably earlier) than the date of publication of final
regulations. “Future guidance” probably means another IRS notice,
revenue ruling, or the proposed regulations (which may be out very
soon, perhaps by the end of this month, as previously mentioned).
for split dollar arrangements entered into before Jan. 28, 2002,
where required by the terms of an agreement between employer and
employee, actual PS 58 rates can continue to be used in these plans
“to determine the value of current life insurance protection provided
to the employee….” (emphasis added) The use of actual PS 58
rates to measure AEB is relevant principally in reverse split dollar
plans. However, in reverse split dollar, the insurance protection
is provided to the employer, not to the employee. As a result, a
number of commentators have opined that PS 58 rates cannot be used
to measure AEB in a pre- Jan. 28, 2002 reverse split dollar plan,
although the Notice itself does not specifically refer to reverse
split dollar. If those commentators are right, the use of PS 58
rates in a reverse split dollar plan has the potential for creating
a tax disaster for the employee.
for split dollar arrangements entered into before the effective
date of future guidance, the IRS Table 2001 rates can be used to
determine the cost of current life insurance protection. (They can
also be used to determine AEB under qualified retirement plans and
employee annuity contracts entered into before future guidance.)
AALU and ACLI are working to convince the government to reduce the
Table 2001 rates to more accurately measure the cost of current
life insurance protection.
Be that as it may, Table 2001 only provides
individual, not survivorship, term rates, and the Notice leaves
it up to taxpayers to figure out survivorship rates based on the
Table 2001 individual rates. One carrier I am familiar with has
calculated Table 2001-based survivorship rates by applying the “Greenberg-to-Greenberg”
formula used to determine US 38 survivorship rates, which in turn
are based on PS 58 individual rates. Of particular interest is that
carrier’s observation that survivorship term rates based on Table
2001 are actually lower than the carrier’s existing alternative
survivorship term rates up to ages husband 70/wife 70. Thereafter,
the rates cross over so that the carrier’s alternative survivorship
rates are lower than the Table 2001-based survivorship rates. Furthermore,
the Table 2001-based survivorship rates will always be lower than
the US 38 rates because the latter are based on the higher PS 58
rate table. The bottom line for survivorship
split dollar term rates is that, in many cases, we will be able
to use more favorable survivorship rates that are actually lower
than the survivorship rates now being used in those plans.
and most important, for split-dollar arrangements entered into before
Jan. 28, 2002, existing carrier alternative term rates that comply
with present IRS requirements can continue to be used to measure
AEB, if lower than the Table 2001 rates. The use of existing carrier
alternative term rates will clearly be advantageous in single life
cases and, as just suggested, may or may not be advantageous in
survivorship cases. (Whether existing carrier term rates can continue
to be used indefinitely for the life of an existing split dollar
plan is unclear, and AALU is attempting to clarify that such is
the case.) The combination of the ability to continue to use existing
carrier alternative term rates for pre-Jan. 28, 2002 existing plans
together with the safe harbor grandfather protections provided for
such plans, results in maximum future flexibility and preserves
the most favorable options for existing split dollar plans. I’ve
heard these grandfathered existing plans referred to as “golden
plans” that will not be replaceable because of their favorable tax
for split dollar arrangements entered into after Jan. 28, 2002 and
before the effective date of future guidance, existing carrier alternative
term rates can continue to be used to measure AEB through 2003.
However, after 2003, carrier alternative term rates can still be
used to measure AEB in such plans, but they must meet tough new
standards applicable to commonly sold term policies in order for
the alternative rates to be used instead of the Table 2001 rates.
for split-dollar arrangements entered into after the effective date
of future guidance, the IRS may do away with the use of carrier
alternative term rates altogether and require the use of government
tables to measure AEB. The Notice specifically asks for comments
about this issue.
Does the new Notice present other questions?
Weinberg: There are a host of other
questions left unanswered by the Notice. For example, the Notice
states that the "same principles" will apply to split-dollar arrangements
in non-employer/employee contexts, including gift contexts and corporation/shareholder
contexts, but it doesn't elaborate further. The reference to “gift”
contexts probably means private split dollar. In that connection,
the Notice uses the terms “sponsor” and “benefited party” in several
instances, perhaps to demonstrate that the scope of the Notice is
broader than just employer-employee split dollar. Furthermore, as
just noted in the discussion about annual economic benefit, while
the Notice says nothing directly about reverse split dollar, if
read literally, it seems to prevent the use of actual PS 58 costs
to measure AEB in a reverse split dollar plan.
in its Washington Report Bulletin (No. 02-1) provides the following
lengthy list of unanswered questions concerning which it may submit
comments to the IRS:
expects to formulate its response to this request for comments over
the coming months, particularly as it applies to the appropriate
rate tables to be used in valuing term insurance protection. In
addition, as the Revenue Service moves toward proposed, and eventually
final, regulations, numerous issues not addressed in Notice 2002-8,
principally relating to the application of section 7872 and, where
applicable, the OID (original issue discount) rules, may require
AALU’s input. These include (among other possible issues): (i) the
characterization of the split dollar arrangement as a demand loan
or term loan under various fact patterns, (ii) the determination
of whether a loan occurs with each premium payment, or whether premium
payments may be aggregated, (iii) the application of the numerous
exceptions to the OID rules under various fact patterns, (iv) the
interaction of the OID rules, section 7278 and section 264, (v)
rules to deal with a situation in which the employer’s recovery
increases over time, (vi) the application of employee payments (if
any) to interest and principal over time, and (vii) the imposition
of complex record keeping and reporting requirement on insurers
and employers. Other, more general, questions remain concerning
the treatment of private and reverse split-dollar arrangements,
the recovery, and definition, of basis in contracts at rollout,
and the availability of a deduction for the employer under section
What planning are you undertaking at the present time with respect
to both new and existing split dollar plans?
I think huge opportunities are presented by the changes to and confusion
over split dollar resulting from the Notice. Radical change usually
brings great opportunity in its wake. Let me tell you what we plan
to do this year.
we intend to implement as many new collateral assignment split dollar
plans this year as we can. The reason is that automatic employer
loan treatment for collateral assignment plans does not apply until
after the date of publication of final regulations. Therefore, new
collateral assignment split dollar plans can be entered into before
the publication date of final regs., which is unlikely to occur
before the end of this year. The use of collateral assignment split
dollar at the outset, instead of an employer loan, means that the
measure of employee taxation will be the annual economic benefit,
rather than the (presumably) higher loan interest, while the split
dollar arrangement is in effect. I suggested earlier that the plan
can be kept in split dollar mode until just before policy equity
appears. It can then be switched to a loan to avoid taxation of
policy equity to the employee since there will be no equity at the
time of the switch. Policy equity accruing after the loan switch
will not be taxed, unless and until it is withdrawn from the policy
in excess of policy-owner basis (and other than by policy loan).
Therefore, there appears to be a window of opportunity for new collateral
assignment split dollar plans entered into before the date final
regs. are published. This window closes on that date, probably sometime
after the end of this year. (The situation is somewhat similar to
the narrower window of opportunity for split dollar plans entered
into between Jan. 3rd and Jan. 28th of this
year in order to preserve the Jan. 1, 2004 safe harbor grandfather
protections applicable to existing plans. That window closed on
Jan. 28, 2002.)
we are being very careful not to disturb the grandfather protections
of existing split dollar plans entered into before Jan. 28, 2002.
We are notifying clients and advisers to just sit tight for
now and not make any substantial modifications to these plans that
would risk the loss of grandfathering. After all, we have until
Jan. 1, 2004 to decide how to proceed with existing plans in the
light of subsequent developments. This two-year grace period should
provide adequate time for thoughtful decisions, and hasty action
is ill advised.
this connection, an important question for existing split dollar
plans is whether, after Jan. 28, 2002, policies can be exchanged
tax-free for new policies under Code Section 1035, increased in
face amount, or issued to new employees under an existing plan?
Several commentators have observed that since the Notice addresses
the availability of the Jan. 1, 2004 safe harbors in terms of split
dollar arrangements entered into before Jan. 28, 2002, rather than
policies issued before that date, policy changes after Jan. 28th
should not constitute a substantial modification of an existing
arrangement. It would be very helpful to receive further guidance
from the IRS on this question.
we are developing sophisticated computer models that illustrate
the effects of Notice 2002-8 on split dollar plans, quantify alternative
strategies, and help determine the optimum solutions for both new
and existing plans. Our goal is to minimize income, employment,
gift, estate, and generation-skipping taxes.
Finally, are you available for consulting on split dollar plans?
Yes, we are available to provide consulting and modeling services
for split dollar plans.
Note: Mr. Weinberg can be contacted at 303-692-9599, email email@example.com.)
Nothing contained in this interview is to be considered
as the giving of investment, legal or tax advice. Each person is
responsible for consulting his or her own investment advisors, lawyers
and accountants concerning the plan or plans and the ideas and techniques
do not express any opinion on the investment, legal, or tax consequences
of this plan, and you are responsible for consulting your own investment
advisors, legal counsel, and accountants for all such advice.