Charles T. McCord, Jr. and Mary S. McCord, Donors - Page 79

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               B.   The Assignment Agreement                                          
               By way of the assignment agreement, petitioners transferred            
          to CFT the right to a portion of the gifted interest.  That                 
          portion was not expressed as a specific fraction of the gifted              
          interest (e.g., one-twentieth), nor did petitioners transfer to             
          CFT a specific assignee interest in MIL (e.g., a 3-percent                  
          assignee interest).  Rather, CFT was to receive a fraction of               
          the gifted interest to be determined pursuant to the formula                
          clause contained in the assignment agreement.  The formula                  
          clause provides that CFT is to receive that portion of the                  
          gifted interest having a fair market value equal to the excess              
          of (1) the total fair market value of the gifted interest, over             
          (2) $7,044,933.  The formula clause is not self-effectuating, and           
          the assignment agreement leaves to the assignees the task of (1)            
          determining the fair market value of the gifted interest and (2)            
          plugging that value into the formula clause to determine the                
          fraction of the gifted interest passing to CFT.                             
               Petitioners argue that, because the assignment agreement               
          defines fair market value in a manner that closely tracks the               
          definition of fair market value for Federal gift tax purposes,              
          see sec. 25.2512-1, Gift Tax Regs., the assignment agreement                
          effects a transfer to CFT of a portion of the gifted interest               
          determinable only by reference to the fair market value of that             
          interest as finally determined for Federal gift tax purposes.  We           






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