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This material is provided as a courtesy and for educational purposes only from Olde Raleigh Financial Group, A member of Advisory Services Network and should not be construed as investment advice. All information contained in this video is derived from sources deemed to be reliable but cannot be guaranteed.  All economic and performance data is historical and not indicative of future results.  All views/opinions expressed in this video are solely those of the presenter and do not reflect the views/opinions held by Advisory Services Network, LLC. Please consult your investment professional, legal or tax advisor for specific information pertaining to your situation.

Meet the Masters – Paul Foley, Chair, Akerman’s Investment Management Practice Group Discusses Advisors, RIA’s, Investment Funds and more!

Trevor Chambers:

Hey everybody. This is Trevor Chambers from Old Raleigh financial. Once again, we are adding to the pile of awesomeness that is becoming our Meet The Master series. It looks like we’ve got a lawyer in the house. Paul Foley is a leading corporate and securities lawyer. He’s the chair of Akerman’s Investment Management Practice Group. Did I say that right?

Paul Foley:

Akerman’s.

Trevor Chambers:

I did that on purpose. I was testing you. In the asset, I had a great… I hit it off with Paul immediately. Paul and I met… Paul, this was three, maybe going on four years ago, if you believe that. My senior partner, Alex and I were doing due diligence on the independent RA channel because we wanted to make a move to that channel. And somebody connected us to you. We went down to see you and had a ball. And your comment was… Do you recall what your comment was to us in your office?

Paul Foley:

I think I remember, but I’ll let you share it.

Trevor Chambers:

Okay, thank you. What you said was, “I’ve met a lot of guys, not quite as bright as you, who have done it. You could do is fine.” Which I thought was hilarious. I don’t know if you wanted to endorse that or not.

Paul Foley:

I just think sometimes there’s a lot of anxiety about moving independent and moving away from potentially [inaudible 00:01:46] brand name and that kind of thing. The rules and the way it all works is pretty reasonable. I think it’s not as daunting of a task to go independent as some are led to believe. And that was really what I was trying to communicate there.

Trevor Chambers:

Yeah. Give us your background, tell us what you do. And then we’ll go from there.

Paul Foley:

Sure. I am here at Akerman’s Investment Management Practice. Akerman is a large firm, over 700 attorneys, 25 offices around the country. Our team on the investment management side, there are 19 of us. There’s a core group of six to eight of us who really focus on investment advisors as far as retail and institutional investment advisors, bringing people from a wirehouse potentially, or another advisor to their own RIA, helping them do protocol and non protocol. Buying practices, selling practices, fun formation. Really, you name it… Succession planning. You name it in the investment advisory space, we help with it and have a lot of experience doing so. We represent over 200 advisors all over the country. It’s really what we do. So that’s probably a good overview, but-

Trevor Chambers:

Yeah, that’s awesome.

Paul Foley:

… you can edit it in any way that you want.

Trevor Chambers:

No, that’s fabulous. And where are you from?

Paul Foley:

I grew up in Las Vegas, of all places, but ended up in Winston-Salem, North Carolina, which surprised me. But my wife is from [crosstalk 00:00:03:37].

Trevor Chambers:

Yeah, I understand. That sounds like a deal that you weren’t going to be able to muster a better hand, if you will, to try to win that. I know you good sports understand a little of that getting dealt a hand.

Paul Foley:

Yeah. Yeah, yeah. Sometimes you just got to do what you got to do.

Trevor Chambers:

Yeah. How old were you when you left Vegas, by the way?

Paul Foley:

I was 18.

Trevor Chambers:

Interesting.

Paul Foley:

So I left on my senior year of high school.

Trevor Chambers:

Probably a perfect time.

Paul Foley:

I graduated from high school in Charlotte. It’s a long story, but I moved February of my senior year of high school.

Trevor Chambers:

What?

Paul Foley:

It was really tough.

Trevor Chambers:

Yeah.

Paul Foley:

And I didn’t fit in.

Trevor Chambers:

Oh my God.

Paul Foley:

I’ll just put it that way. You win some, you lose some on that one because I had my hair slicked back. I never owned a pair of khakis or boat shoes. It was very different styles, very different way people talk. It was just a whole new experience for me.

Trevor Chambers:

Interesting.

Paul Foley:

It grew on me obviously.

Trevor Chambers:

Oh, yeah. But formative. That’s great that you went through that in your life. I mean, early on. I’m sure that sucked going through it, but I’m sure you learned something from it. I have two questions. Actually, we’ll start with this one. Tell us about your clients. I don’t need to know who they are specifically, but in general, what size AUM are we talking? What’s the range? And also succession planning, that’s a big thing you want to cover, but also wrapping up, why do you want to go and be an RA now? What’s all going on there? So give me the profile and all that.

Paul Foley:

So we definitely represent advisors of all shapes and sizes. If you’re a fund manager you can be smaller because there’s more complexity to your business and there’s potentially more revenue with a two and 40 type structure, depending on what your structure is. But for most retail type advisors, like you are Trevor, or that’s how I view it-

Trevor Chambers:

Correct.

Paul Foley:

… we tend to focus on folks who are over $100 million in assets under management, so that they can register with the FCC. Registering with the states, we definitely do it, but it’s painful, and sometimes you have to register in multiple states because you might have clients from different states. If you don’t have the assets it can really just get very costly, so we just try to avoid that. Sometimes we do help pair advisors together or encourage folks to find partners so that they can get over that $100 million dollar threshold and registered with the SEC because it’s just a much better structure from a regulatory standpoint.

Trevor Chambers:

Okay, great. And why do you want to move… Why are we going to RIA? Why are people doing it? And why do you think that more probably need to do it?

Paul Foley:

Well, there’s a ton of reasons. One of the ones that’s hot right now is just regulation BI. And on the brokerage side it’s regulation best interest. It’s a fiduciary rule for broker dealers. It also slightly impacts advisors. But it’s changed the rules and how advisors have to disclaim and what services they can provide on… Who are broker dealers. It’s gotten frustrating I think for a lot of folks who are on the broker dealer side of things where they’re selling products. There’s just been a lot of backlash about pushing particular products, as opposed to on the advisory side where you just charge an asset based fee and you don’t have any incentives really to push a particular product, or you don’t work for a firm that’s telling you to push a particular product or anything like that.

It really comes down to the fiduciary duty that advisors already owe to their clients, different than on the brokerage side which reg BI was attempting to address but it really just created a lot of headaches on the brokerage side. I think that’s one reason that a lot of advisors want to become, or a lot of brokers and some major wirehouses and other things that have become affiliated with a independent RIA.

I think the next one is compliant policies and procedures to the lowest common denominator where you end up having a policy that’s based on having 5,000 reps at the firm, and you can’t really have a lot of flexibility, and you can’t have a lot of exceptions to the rule. Where most RIAs you just have a lot more flexibility because usually there’s a handful of folks that everybody knows and has been vetted by the management personally, to where you don’t have to have, for lack of a better term, a dummy proof compliance system. You can actually evaluate what makes sense for you and for your clients. That helps breed a lot of extra flexibility into RIAs where we might be able to offer different products or alternative products, or things that might make sense for our clients, but you just can’t do when you’re talking about 5,000 different reps that you may not know, and that kind of thing.

Another big factor is compensation. These wirehouses have gotten rich, taking a big cut of what should be the advisors. If you go independent we have over a 100 million in assets, you’re going to be taking home a significant percentage of that difference. I think it’s beneficial there. I think it’s also beneficial for the clients because they just have a better and closer relationship with their advisory clients, and they don’t usually lose… They still have an institutional custodian that is going to be controlling their assets, so they don’t lose the third party holding onto their assets, or a lot of risk associated with some individual just putting their money in a bank account. It’s being held at a high quality institutional custodian. You’re getting your statements from that institutional custodian. So there’s a lot of protections in place, but then there’s also a lot of flexibility as well. I think it’s a win win for everyone. It’s the way the industry is going. And I suspect it’s the way the industry will completely go over the next 20 years.

Trevor Chambers:

So well said, man. I mean, it should be noted that Paul and I have been… This is our second crack or third… Was it the second crack? Third crack at getting this done. I appreciate your patience, because I know you’re busy. You just knocked that one out of the park, man. That was really, really… Seriously because I couldn’t… We’re living what you just described and it’s fabulous. But let’s zero in on something, a couple things. You said being in an RA structure really brings you tighter to the client and a client to you. So let’s talk about that because I just heard a statistic that there’s more advisors in their mid to late 70s in the United States of America than there are advisors who are 30 or younger. Crazy.

Paul Foley:

Yes, that’s absolutely true.

Trevor Chambers:

Yeah. And I didn’t realize it. I knew there was a huge disparity, but here’s my point. One of the things that I think that advisors who are figuring out their succession, who may be single practitioners, I would hope they’d want to do what’s right for the client. I would think they would have good relationships with those clients. While it might be not what you want to do, I think personally, to make the switch and having a planning to maybe switch to this RA channel as part of the succession, I think it’s got to be something you’ve got got to consider because you are now setting up the clients that you have for much better environment, with cleaner billing and all that stuff.

Paul Foley:

Oh, well it’s night and day. Look, there definitely is an aging of the advisor population. And for a long time I think when we didn’t have the volatility and the market was going pretty much straight up, I think we’re in for some choppy times over the next number of years. I think there was a reluctance to retire. There was a reluctance to think seriously about succession planning. But I’d say, most advisors that are really truly concerned about their clients are focusing on succession planning because you never know what tomorrow is going to bring.

Trevor Chambers:

Yeah, clearly`.

Paul Foley:

You need to make sure that your clients are taken care of. In doing so, in having a succession plan set up, not only does it protect you and your estate and potentially your heirs or you if you get disabled or something like that to make sure you’re able to monetize your practice, but also making sure that you’re able to take care of your clients and make sure your clients are going to be taken care of. And you get to pick the right fit for your clients when you’re no longer going to be providing those services. And it’s a much better idea to start that process sooner and gradually ease into it with a little bit of time.

We’ve definitely done a lot of deals where we’ve just brought on an individual who’s going to retire in the next three to five years, pay them a much better payout. We got them more accustomed to what we’re doing in the relationship management side of just being your own RIA. And then also making sure they have a succession plan for when they’re ready to step away. It ends up being a win win for the advisor, it ends up being for the RIA, as well as the client.

Trevor Chambers:

Yeah. The irony is if you’re an advisor helping with planning and things like that, if you don’t have your own plan in place for how you’re going to retire… You know what I mean? It’s completely antithetical the way you’re doing. I’m not saying that people are not planning, but they really got to… It sounds like there’s a lot of people that really need to start really thinking about it that aren’t. Sounds like a market opportunity for you, and me. Yeah.

Paul Foley:

I think it’s a market opportunity for everyone. The problem ends up being that some folks aren’t ready to embrace that. A lot of folks don’t end up getting a will. I mean, you’re right. We’re teaching people to plan. You plan for retirement. You plan for all these things, but then when it comes our turn… Well, maybe not for me. But it is smart to think about it because a lot of times, if you don’t have a plan in place, your assets… Your heirs or anyone, you’re not even able to monetize your practice or anything. Where if you do plan, you can. I think you can do that really well. And that might not be the only motivation. I think you want to make sure your clients are taken care of as well. A number of your clients are going to outlive you, they just are. So what’s our plan for them? And how do we make sure they’re going to be taken care of?

Trevor Chambers:

Particularly if you bring on the next generation. You know what I mean? In particularly. You know what I mean? I mean, yeah. All right. The other thing I do want to go circle back on is… As an RA your custodian was sometimes big brands, Schwabs or… Not sometimes, very big brands.

Paul Foley:

Oh, yes.

Trevor Chambers:

And there’s one I want to point out is that it is… First of all, these brands, everybody knows them. Also, with particular case with Fidelity, okay. Oh, I’ve got a Fidelity already through work. Their 401K is Fidelity.

Paul Foley:

Mm-hmm (affirmative).

Trevor Chambers:

It makes for easy rollovers. I don’t know. And that doesn’t count for nothing. That’s a big deal we have come to learn.

Paul Foley:

Oh, yeah. Well, a lot of advisors, a lot of RAs have multi custodians. If a client has their 401k as Fidelity, or if they’re used to a certain platform, a lot of times the RIA can give them that platform as well. A new platform isn’t the end of the world, but there can be a huge value in keeping people consistent. I don’t know. It’s just like any time my online bank changes their formatting of the way online banking looks. You have to get used to something new. But you don’t necessarily have to do that on the advisory side, because a lot of clients are already going to be familiar with a number of the larger custodians that are out there. And as an RIA it’s not that difficult to partner with one or more of them.

Trevor Chambers:

Yeah. Yeah, yeah. It makes a lot of sense. And your comments about relearning software, interface with it. That does stink. I actually just took… I was on Facebook and they’ve rearranged it where you at least see the option. I’m like, what the hell is going on here? It’s like a light turned off from you, Paul. I didn’t know what was going on in there. But I get confused easily so what do I know? You know what I mean? My wife moved the underwear in my underwear and sock drawer and I was lost for a week.

Paul Foley:

from us again.

Trevor Chambers:

Yeah, exactly. I’m just God awful. What else are we… Okay. So any horror stories? Don’t name names, but did you come across something that maybe another lawyer had done that you’re like, oh my God, and saved the day? Anything that people should genuinely-

Paul Foley:

All the time.

Trevor Chambers:

Oh, yeah. I can imagine.

Paul Foley:

RIA horror stories, I will say, I’ve never heard anyone ever say, gee, I wish I didn’t go to RIA. I never heard those words. I’ve been doing this 16 years, I’d never heard those. What I hear often is, “Why didn’t I do this sooner? I can’t believe I didn’t do this sooner. I don’t know why I was so scared to just pull the trigger.”

Horror story. Yes. There are a lot of horror stories. They come in two parts. There are all kinds of different service providers out there and you just want to make sure you’re hiring a vetted service provider. None of my advisors charge the lowest fees, which would be three basis points or something. Hiring a service provider and the legal, or even compliance side that is charging the lowest fees, is probably a mistake. There’s probably a pretty good reason why they’re charging the lowest fees. There’s just a lot of misinformation out there.

You want to make sure, especially if your business has some complexity to it… It’s one thing if you’re just plain vanilla and all you do are mutual funds and you have 100 clients and you’re not doing anything interesting at all with respect to those clients, you just charge a 1% fee. Most competent folks can handle that. As soon as your business gets more complex, or you’re starting to think about buying another business or adding your own funds, either mutual funds or private funds, or if you’re going to invest in private funds, there’s a lot of different things you can do. And there’s joint ventures that you might want to enter into. There you want to make sure you have qualified counsel on the side then.

I’ve got too many horror stories to even mention. I’d be hesitant to mention some. I’d say the biggest one is where people hired a firm that sounded reputable and offered a really, really low price. I don’t know. I mean, there’s a reason why none of my clients charge the lowest price for their services. They should be looking for firms that provide good value and really know what they’re doing out there.

Trevor Chambers:

Yeah. You guys are the real deal. You guys are the real deal for sure. I can for sure. Thank you for that. That was awesome. Do you help advisors sell their practices? This is a stupid question. Sell their practices to a bigger RIA? Do you counsel on that side?

Paul Foley:

Yeah.

Trevor Chambers:

So in other words, the Carsons, or I don’t know, fill in the blank. I have no idea. There’s a lot of players in that space. Do you advise on the… So I’m Joe and I want to sell my $100 million dollar practices to Carson. You represent Joe?

Paul Foley:

Yeah, we would represent Joe. I also represent a lot of the Carsons and have represented the names you would know, with respect to them rolling up other firms. Currently, we represent between five and 10 roll up firms. And I’ve worked with some of the very prominent firms that been sold more recently on the roll up side. And then on the smaller side, absolutely. Sometimes our advisors are being purchased and we can help making sure that they’re getting the value that they deserve.

I have found though that the valuation firms, they claim a lot of expertise in the area, but… I don’t know. It’s just weird, the valuations that they come up with. And frankly, I don’t see deals get done very often at those valuations that they come up with. So it’s strange. I think hiring evaluation firm, depending on the firm and that of thing, I think it’s better to talk to somebody who actually sees deals get done. Because even some of the big names out there, I just can’t put a lot of faith into what they do or how they do it.

Trevor Chambers:

So are the multiples just all over the place, is that the problem? You have a $100 million dollar firm A, and $100 million firm B, and they’re in common markets. Are you saying the valuations are way off?

Paul Foley:

It could be way off. I mean, there could be a lot of reasons why they might be way off. Firm one might have one client who’s 90 million of their 100 million in assets, and that client’s 94 and we’re not sure what our relationships are with the next generation. That’s worth a very different amount because what we’re selling are really future cash flows than the client who has 100 million clients who are all 25. That’s probably an extreme example, but you really got to be able to dig in and understand what you’re looking at and what you actually have.

More recently there’s definitely been more buyers than sellers. I think now it’s starting to balance out a little bit more with COVID and just the market volatility. But in my experience, a lot of the sellers have been thinking that their practice is worth a lot more than it is, and not focused on… They want to look at revenue multiples and… If you’re thinking about retiring more of your clients are going to be closer to your age and that creates some uncertainty on those future cash flows. It changes the dynamics, it changes the value proposition to somebody else who’s taking on the book.

So I don’t know. I think you got to look at all these different things, but if I just throw out a hard and fast number and say, oh yeah, well, I can get the same as that. Well, no, it really depends on what do these clients look like? What do the cash flows look like? And what’s reasonable? Also, how well does this person sit with me and how I have managed my client accounts? Are they going to treat my clients well? I think most advisors would care a lot more about how their clients are going to be treated than getting every last cent in a deal.

Trevor Chambers:

Yeah. And along those lines, do you ever see advisors who are just… Of course the most ethical guys, they’re [inaudible 00:26:40], they have great books, but there’s some uncomfortability with selling to a Carson or selling to a big R. There’s something that just… They would rather give it to a friend… Not give it to a friend. Work with some of the smaller-

Paul Foley:

Absolutely.

Trevor Chambers:

Yeah. There’s got to be ton of that. There’s got to be.

Paul Foley:

Oh, yeah. One of the great things about an RIA, and one of the reasons why the client relationship is a lot stronger is, it’s a customized, personalized relationship, whereas at Merrill Lynch, or I don’t want to name too many names-

Trevor Chambers:

Yeah, of course. No, no, no. It’s fine.

Paul Foley:

It’s some huge firm, it’s a lot more about the firm. I think with a lot of RIAs and advisors who have been really successful within those firms, they’re really going to be concerned about who it is who’s actually taking it over. When you’re selling to the major players sometimes they’re offering the most amount of money, but actually typically not. You just don’t know how well your clients are going to be treated because you’re not going to have any real control over that process after the sale is complete. Whereas with a transition… I really like a transition to an advisor where you work with them, you guys know it works, and your clients are over there, and then you retire at some point. I really like that structure.

Trevor Chambers:

That’s the model I think is great. That to me makes a lot of sense. You know what I mean? I can speak for my two other partners. I wouldn’t know if I would feel comfortable with selling… Because you’re selling the relationships, and the future relationship. You have to go back to the cash flow, yeah. Which by the way, cash flows are always king. It’s always a huge part of the whole thing. And how does that look? What’s the chances we’re going to keep this? Another reason why you need a good succession planning. Maybe you strike a deal where you’re pulling up… Maybe you’re pulling something off the business, even in retirement.

Paul Foley:

Oh yeah. I generally like [Inaudible 00:29:09]. Most businesses, I wouldn’t like [inaudible 00:29:12] especially a net [inaudible 00:29:14], but a grocer [inaudible 00:29:15] where you’re just getting the percentage of the fees generated from those clients. Over a number of years after you retire… I think it helps align the interests of the retiring advisor or the deceased advisor, and in that deceased advisor’s heirs, and the new advisor. I’ve seen horror stories where the surviving spouse has called every client and said, “Don’t you dare go with those people.”

Trevor Chambers:

Oh my God. Yeah. Oh my God. Yeah. I can’t even imagine.

Paul Foley:

I mean, nightmares type situation.

Trevor Chambers:

Yeah. I was talking to somebody about this the other day. I can’t remember what it was. There’s the advisors that I think you and I just described that just truly would want to look for a nice transition. Then there’s the advisors that took the money all the way along. They’ve gone to wirehouse, to wirehouse, to wirehouse and they run out of options on all of them. You know what I mean?

Paul Foley:

Yeah.

Trevor Chambers:

And then there’s the guys that are just beginning this process maybe, and they’re just looking to make a check and they’re out. I mean, they don’t want anything to do with it, because of all the COVID and the regulatory environment.

Paul Foley:

Yeah.I think it’s smart to explore all your options and think about what is the best fit for your clients. I commented on LinkedIn in the last week. A major wirehouse tried to supplement their retirement succession planning strategy. They were bringing that out as a big deal. I still think it’s probably a lot weaker than what advisors are able to get elsewhere, but it is nice to see a little bit of a response from the major wirehouses and saying, “We understand our business is dying and we understand the incentives are there for you to go elsewhere. And we’re going to try to do something.”

And something is definitely better than nothing. But I think advisors, just like when they’re advising their clients to look at all the different options, should look at all the different options and make sure they understand what they are and how they might fit with what they’d like to do and sit with their clients over the long term.

Trevor Chambers:

Because there are a lot of options. I mean, it really are. And you’ve really got to go. And by the way, I personally… You know what I mean? We spent, what, two, probably three years in total getting ready to do it. I would say 18 months of really working. I’d go and see you and put… You know what I mean? And getting…

Paul Foley:

And I know you just wish you could go back.

Trevor Chambers:

Oh yeah.

Paul Foley:

You can say it sarcastically.

Trevor Chambers:

I got lucky. The two guys had been in business a lot longer so they’d seen all the nonsense and been in all the channels. You know what I mean? I was a couple of years with Raymond James independent. Because I just got the business about five and a half years ago. So mostly I just walk around. I play darts. You know what I mean? We’ve got a putting thing. I just do that. I take naps.

Paul Foley:

You got it easy.

Trevor Chambers:

And actually, you know what? I got to wrap this up because it’s past 2:30. I usually take a nap at 2:30, so… And I know you might as well. I don’t know up there. You know what I mean?

Paul Foley:

I have twin girls who seven today, and the birthday party starts in about one hour.

Trevor Chambers:

Oh, nice.

Paul Foley:

My wife is already… She’s been trying to come into the office here since I’ve been talking to you. But no, I think I’m okay.

Trevor Chambers:

All right. Well, listen. Oh, what’s their names?

Paul Foley:

Mary and Claire.

Trevor Chambers:

Aw. I loved being seven. I remember I just thought the number look cool. And I remember my… Seriously. My mom gave me a seven shirt for my seventh… I was like, oh yeah, man. I loved being seven.

Paul Foley:

You’re big time. You were big time.

Trevor Chambers:

No. Listen, dude. I was dunking. I was dunking. What were you doing at seven?

Paul Foley:

I just remember I had a really mean second grade teacher. That’s all I remember about seven.

Trevor Chambers:

Now, to hear that at the craps table. That’s our off market brand. Yeah. The Royale.

Paul Foley:

When you’re under 21 there’s not that much to do as a kid there. There’s a normal community there.

Trevor Chambers:

Of course.

Paul Foley:

It’s not just a Disneyland or anything.

Trevor Chambers:

Yeah.

Paul Foley:

Yeah. It’s not a great place to raise kids. I would much more highly recommend North Carolina.

Trevor Chambers:

North Carolina is tight. Yeah. I talked to people about that all the time. It’s got everything you need, I think. And you’re close to the mountains, which is nice. I’m a little closer to the beach. It really just has everything right? I mean, it’s just incredible. Yeah.

Paul Foley:

It really does. And now in our new offices at Akerman we have good views of the mountains. We’re very high up. Anybody who wants to come see us they can see the nice views of Pilot Mountain and some of those other things.

Trevor Chambers:

Tell everybody, get the plug in. Tell us exactly where you are, give your title again and whatever other schwag information you want to throw out there.

Paul Foley:

We have a national practice. We help people all over the place. But our physical location is in Wells Fargo Center in Winston- Salem. We’re on one of the top floors there. We’re really excited to be there. If we can help you with anything related to your advisory business or really anything in the security space, we’d be happy to do so.

Trevor Chambers:

Yeah. I can personally attest to you. Paul’s a great guy, class act firm, no doubt about it. And a powerhouse, particularly in this space that’s securities. And then buying and selling RAs, and all that advice. It’s top notch stuff. And a really nice guy with seven year olds, which I’m going to get you to you right now. Paul Foley, listen, you have a wonderful fourth, brother. Happy birthday to the girls. And tell your wife thank you for allowing me to borrow you for a little bit longer. And have a great weekend. We’ll talk soon. All right?

Paul Foley:

Sounds great. Thank you, Trevor.

Trevor Chambers:

All right. Bye, man. Thank you.

Paul Foley:

Bye now.

Trevor Chambers:

Bye.