Reflections on Booth

By Koresko

During the last several years, practitioners interested in the future of multiple-employer VEBAs and other welfare benefit plans have waited somewhat anxiously for the Tax Court's decision in Booth v. Commissioner, 108 T.C. No. 25 (1997) ("Booth"). This author has written extensively about the issues raised by the Internal Revenue Service in that case. See, "'419' Welfare Benefit Plans Require Careful Drafting to Survive IRS Attack," 3 Journal of Taxation of Employee Benefits 147 (Nov./Dec. 1995); "Notice 95-34 Represents a Line in the Sand For '419' Plans," 3 Journal of Taxation of Employee Benefits 223 (Jan./Feb. 1996); "VEBAs Can Reduce Taxes and Preserve Wealth," 57 Taxation for Accountants 333 (Dec. 1996); "Current Developments in §419 Plans: Don't Call the Coroner Yet," (distributed by the American Society of CLU and ChFC Estate Planning Section during 1995); Life Insurance Answer Book for Qualified Plans and Estate Planning, Chapters 39, 40 (Panel Publishers 1997). The foregoing documented this author's view that Booth would probably be decided adversely to the taxpayers. Consequently, the decision by Tax Court Judge David Laro, issued in June 1997, came as no surprise.

Booth was the lead case in a series of test cases brought by IRS against employers who adopted the Prime Financial Partners Trust ("Prime"). Prime was designed to be a multiple employer welfare plan which would fit the definition of a Ten-Or-More Employer Plan ("TOME") pursuant to Internal Revenue Code §419A(f)(6). Prime offered two types of welfare benefits: Dismissal Wage Benefits ("DWB") and death benefits. The DWB were payable upon certain terminations of employment, both voluntary and involuntary. The death benefits were payable on death. The benefits were funded with various types of life insurance policies and with tax-free securities.

Comment: Multiple employer VEBAs and taxable welfare arrangements like the Prime plan intend to be 10-or-more employer plans, as defined in section 419A(f)(6) of the Internal Revenue Code. Section 419A(f)(6) provides as follows:

(6) EXCEPTION FOR 10-OR-MORE EMPLOYER PLANS --

(A) IN GENERAL -- This subpart shall not apply in the case of any welfare benefit fund which is part of a 10 or more employer plan. The preceding sentence shall not apply to any plan which maintains experience-rating arrangements with respect to individual employers.

The principal benefit of classification as a 10-or-more employer plan is that an employer which contributes to the plan is not subject to the deduction limitations of sections 419 and 419A [which comprise the "subpart" of the Code referred to in sec. 419A(f)(6)]. Consequently, pre-1985 law as applied to individual VEBAs would define the amount of a contribution which is deductible by a contributing employer in a given year. In many cases, the allowable deductions under pre-1985 law vastly exceed the amount which would be allowed if sections 419 and 419A applied to a particular plan.

The legislative history in connection with section 419A(f)(6) gives little guidance with respect to Congress' intent. The Conference Committee Report states the following:

10 or more employer plans. -- For a plan year in which no employer (or employers related to an employer) are [is] required to contribute more than 10 percent of the total contributions, the conference agreement provides that the deduction limits to do not apply. The exclusion is provided because under such a plan, the relationship of a participating employer to the plan is often similar to the relationship of an insured to an insurer...

The agreement provides however, that notwithstanding compliance with the 10-percent rule, and consistent with the discussion above on definition of a fund, a plan is not exempt from the deduction limits if the liability of any employer who maintains the plan is determined on the basis of experience rating because the employer's interest with respect to such a plan is more similar to the relationship of an employer to a fund that an insured to an insurer.

Conference Committee Report on P.L. 98-369 (Tax Reform Act of 1984), reprinted at CCH Standard Federal Tax Reports, Vol. 4, pg. 33708 (hereinafter referred to as the "1984 Committee Report").

Prime exhibited certain notable structural characteristics. First, each employer contributed to Prime an amount determined by the Plan Administrator to be necessary to fund benefits. These contributions were accounted for separately for each employer. The trust provided that none of the employer's contributions could be used to pay for benefits of employees of other employers. The trust also provided that in the event an employer's account did not have sufficient assets to pay the claim of an employee, then the Plan Trustee had the power to reduce the benefit payable consistent with the amount of assets available in the employer's account. The Prime Trust did, however, maintain a Suspense Account. The Suspense Account was comprised of experience gains and losses of the trust as a whole. The Suspense Account was theoretically available to pay certain claims to the extent an employer's account was short. However, if the Suspense Account and the Employer's Account were insufficient, neither Prime nor any other person or entity had any obligation to pay the shortfall in a claim.

The IRS attacked the Prime plan on the following grounds: (1) the plan was experience rated; (2) the plan was not a single plan; (3) the plan was one of deferred compensation, not welfare benefit; (4) the plan contained no substantial risk of forfeiture; and (5) the participants failed to include P.S. 58 costs in annual income.

As a result of the alleged violations of the experience rating and single plan requirements , positions 1 and 2, the IRS denied the deductions claimed by the participating employers because the plan was not qualified under section 419A(f)(6). Position 3, the allegation that the plan was really one of deferred compensation, was substantially the same argument against deductibility articulated in several previous cases. Position 4 related to exclusion by each employee under section 83 of the employer's payment for benefits. Position 5 was not a deductibility issue, but dealt with income each participant failed to recognize.

We will discuss the Tax Court's resolution of the principal arguments in Booth, and how the holding impacts welfare plans, generally, including REAL VEBA. In the process, we will provide a little background on the history and intended operation of section 419A(f)(6). We will also suggest alternative interpretations of the statute, to the extent there appears room for reasonable disagreement with Judge Laro's analysis.

I. Type of Plan: Welfare or Deferred Compensation.

A. IRS Argument that Prime Was Deferred Compensation

It is not surprising that IRS argued that the Prime plan contained elements of deferred compensation [position 3]. This was the argument raised in Harry A. Wellons, Jr. M.D., S.C. v. Commissioner, 31 F.3d 569 (7th Cir. 1994) which was decided not long ago. The Tax Court held, however, that the Service's reliance on Wellons was misplaced. Wellons involved a severance pay plan which was self-funded. It did not contain a death benefit. The Wellons plan did not exclude retirement from the definition of severance and permitted highly compensated employees to effectuate severance for themselves at their discretion. Relying on the previous Federal Circuit Court decision of Lima Surgical, the Seventh Circuit agreed with the IRS that the Wellons plan displayed sufficient elements of deferred compensation to cause the deductions to be governed by §404.

Comment: It should be clear that the elements in the Wellons plan are not present in a death benefit plan, or a plan which limits severance to non-key employees and excludes retirement from the definition of severance. Although Wellons was decided correctly, the case is of questionable authority beyond its facts.

B. Reasoning of the Tax Court

In a move which surprised some, the Tax Court in Booth held for the taxpayer on this issue. The Court confirmed that the Prime Plan intended to provide real welfare benefits. Judge Laro said that "all welfare plans have some indicia of deferred compensation." Judge Laro added that the presence of certain features (like severance-type benefits, vesting schedules, benefits measured by length of service and compensation) "were swallowed up by the Prime Plan's valid welfare purpose so as to make the deferred compensation features incidental and meaningless."

The Booth case hopefully put to bed a recurring theme in IRS arguments: that the power to terminate a plan is tantamount to deferred compensation. The Court effectively reiterated its previous holdings in Moser, 56 TCM 1604 (1989) and Schneider, 63 TCM 1787 (1992). In those cases, the Tax Court held that an employer must retain the ability to terminate a plan in order to respond to the changing needs of the employer or its employees. Judge Laro reasoned that since the ability of an employer to terminate a pension plan at will does not result in adverse consequences, the same should apply to welfare plans. Therefore, the Booth decision reaffirms that certain welfare plans should not be deemed plans of deferred compensation.

Comment: Having disposed of the deferred compensation issue, the Court did not need to address the issue of §83 substantial risk of forfeiture [position 4]. Additionally, the Court made no ruling on the issue of whether participants had to include P.S. 58 costs in income [position 5].

II. Single Plan.

A. Introduction

After disposing of the deferred compensation argument, the Court went on the question of whether the Prime trust was a single plan for purposes of §419A(f)(6). The Court noted that the Ten-or-More-Employer plan ("TOME") must be, in fact, a single plan, and not a collection of individual plans using a common document. For years, we have been saying that this is a requirement and are happy that Court has announced this position. The reasoning of the Tax Court, however, made no reference to any prior precedent or regulations. This is quite puzzling.

B. Precedents Supporting IRS Argument

In GCM 39284 (Sept. 14, 1984), IRS stated that in the context of a multiple employer VEBA, rules similar to those in §413(c) should apply. The same rules were apparently applicable to non-VEBA welfare plans, like Prime. Section 413 instructs us as to the requirements of a "more than one employer pension plan." The Section commands that such a plan be a "single plan" and directs us to §414 for guidance. Reg. §1.414(l)-1(b)(1) says that a plan may have many employers contributing, allocated insurance contracts, separate accounting, and differing benefit structures among participating employers, yet still qualify as a single plan. There is, however, one axiom: all assets must be available for all claims. If any part of the trust is not available for the payment of any claim, the plan is not a single plan. Accordingly, if it is not a single plan, it cannot be a TOME. And if the plan is not a TOME, the deduction limits of §§ 419 and 419A apply.

C. Reasoning of the Tax Court

The Court in Booth made no reference to GCM 39284 or the pension provisions of the Code. However, Judge Laro conducted an analysis which substantially resembled an examination under Reg. §1.414(l)-1(b)(1). The Judge concluded as a matter of fact and law that Prime did not make all assets of the trust available for all claims. The judge reiterated that a portion of the plan was not available for the payment of certain claims. The impregnable segregation of the employers' accounts created an amalgamation of separate plans under a single trustee, but did not give rise to a single plan. Because Prime was not a single plan, it was not a TOME. And since the plan was not a TOME, the deduction limits of §419 and 419A applied.

Comment: Our structural premise in drafting multiple-employer VEBAs has always been that all assets must be available for all claims. [See the 1995 and 1996 articles noted above.] We always believed that the structure of a welfare plan should respect the pension rules in the absence of contrary guidance. The plan documents should say so expressly. A VEBA should be structured in this fashion, yet contain a unique feature to substantially reduce, but not eliminate, the risk of cross-invasion of the assets related to different employers' contributions. Of course, the funding of a VEBA exclusively with insurance contracts eliminates the pitfalls which prompted Prime to insist on absolute segregation of accounts. The Prime severance benefit was not insured and created the possibility that some employees might collect more than their employer contributed. Obviously, in a plan touted as a "substitute for a pension plan" this risk was unacceptable to the participating employers who made the contributions.

III. Experience Rating.

A. Introduction to Issue

After concluding that Prime was not a single plan, the Court tackled the issue of whether Prime engaged in experience rating. Neither the Code nor Treasury regulations define the term "experience rating." Early documents filed in the Prime case showed that the Service was relying on Black's Law Dictionary for support of its definition of experience rating. This argument required that a court disregard the Supreme Court's decision in American Bar Endowment v. United States, 477 U.S. 105 (1986) (experience rating means that the cost of insurance to the group is based on that group's claims experience rather than general actuarial tables), as well as the definition of experience rating supplied by Congress in the legislative history to §419.

B. Precedents

Under the American Bar Endowment test, a plan is not experience-rated if contributions are not determined on the basis of employer experience. Contributions to Prime, for example, were determined by reference to the cost of life insurance policies, and these are based on general actuarial tables. In its legislative history, Congress said that pure experience rating means (1) a rebate is automatically payable to an employer if the trust's claims experience is favorable, and (2) the employer has an automatic liability if the claims experience is unfavorable. These definitions were pretty much in accord with one another.

C. Reasoning of the Tax Court

In Booth, Judge Laro apparently rejected the definitions of experience rating suggested by the Supreme Court and Congress. The Judge noted that applying these definitions might cause the Court to reach a result which he felt was inconsistent with the intent of the statute. The Judge opined that the statute referred to "experience-rated arrangements" nor just "experience rating." He decided that the concept of "experience-rated arrangement" went far beyond the definitions or "experience-rating" contained in the available authorities. Thus, he went out on his own. He said that "the essence of experience rating is the charging of employer accounts." Prime accomplished this, said Judge Laro, by giving the Trustee the unilateral authority to reduce benefits to the amount in an employer's account, and by prohibiting payment of benefits from Trust assets beyond the employer's contributions.

Booth effectively injected a new element into the experience rating argument which first appeared in Notice 95-34. It implies that compliance with the "single plan" requirement will satisfy the inquiry regarding experience rating. If the contributions of another employer are available for the payment of benefits to an employer's employees, the employer's liability cannot be experience rated because the liability is not limited to the experience of that employer group.

Comment: Again, we have been saying this for years. All assets of the trust are theoretically available for all claims of all employees of all participating employers. In the Single Plan and Experience Rating portions of the Booth opinion, Judge Laro emphasized not less than NINE TIMES that assets outside an employer's contributions must be available for the payment of employee claims.

D. Problems with the Tax Court Analysis

It is very possible that another court may not agree with the reasoning of Booth on the issue of experience-rating. It is a serious stretch of intellectual honesty to conclude that the terms "experience-rating" and "experience-rated arrangements" mean different things. After all, the Congressional Committee Report states clearly:

The agreement provides however, that notwithstanding compliance with the 10-percent rule, and consistent with the discussion above on definition of a fund, a plan is not exempt from the deduction limits if the liability of any employer who maintains the plan is determined on the basis of experience rating because the employer's interest with respect to such a plan is more similar to the relationship of an employer to a fund that an insured to an insurer.

Conference Committee Report on P.L. 98-369 (Tax Reform Act of 1984), reprinted at CCH Standard Federal Tax Reports, Vol. 4, pg. 33708 (hereinafter referred to as the "1984 Committee Report").

E. Concession by IRS that a fully-insured Death Benefit Plan is probably not an experience-rated arrangement.

It is important to note that the Service attacked the severance benefit in Booth. Only the severance benefit was at issue throughout the case, even though there was a death benefit. Many practitioners may not know this, but IRS attorney Anne W. Durning, Esquire conceded in her Memorandum of Issues submitted to the Tax Court that the death benefit arrangement provided by the Prime Plan was NOT an experience-rated arrangement. I obtained a copy of that Memorandum from the Tax Court, and refer to Ms. Durning's argument on page 9 where she distinguishes between the severance benefit and the death benefit:

An experience-rated plan is one with significant elements of self-insurance. Within certain limits, the insured (in this case, the employee group) assumes some of the risks of experience variations that might otherwise be assumed by the insurer (in this case, the Trust). The severance benefit in this case is self-insured in that the benefits are paid only from assets in the employee group account.

Experience rating is an intermediate form of group benefits funding between self insurance, in which an employer takes all the risks of its employees' claims experience, and guaranteed cost or pure insurance, where the insurer assumes that risk. The death benefit associated with the Trust is an example of a guaranteed cost contract; if the employee dies the day after the policy is issued the insurer must pay the face amount, so long as the agreed premium has been paid. No accounting is made back to the employer of the cost of providing that death benefit. An experience-rated arrangement is like self insurance in that the employer's account ultimately pays the cost of its employees' claims. (emphasis added).

As Ms. Durning admitted in her argument, and her expert witness Charles DeWees admitted in his testimony at trial, the death benefit is a guaranteed cost contract. See also, §419(e)(4) (qualified nonguaranteed contract is not a fund; § 419 does not apply). It is not an experience-rated benefit. The same is true in the case of the any taxpayer who funds VEBA benefits out of insurance policies instead of limiting payment of the benefit to the cash in an employer's account. It would be patently unreasonable for IRS to take a position in any future case which is contrary to that which the Service conceded in the biggest litigation to date over these issues. Such a contrary position could give a taxpayer very good ammunition for an award of attorney fees under Section 7430.

E. Impact

Regardless of Judge Laro's reasoning, we still believe that a properly structured VEBA program does not maintain experience rating because there is no possibility of reversion to an employer, regardless of claims experience. Secondly, the REAL VEBA trust has no legal ability to compel a contribution in the event of unfavorable experience. Finally, if we examine the trust in light of the new test articulated in Booth and the concession made by IRS in its Memorandum of Issues, a properly structured VEBA would survive scrutiny. The trustee should have no ability to unilaterally decrease the amount of a promised benefit and the plan should be fully insured. These were the damning characteristics of the Prime trust.

IV. Penalties.

A. Issue and Decision

The last thing before the Court was whether the taxpayers in Booth were liable for accuracy related penalties because they took a position that the Prime plan qualified under §419A(f)(6). This issue was resolved in favor of the taxpayers. The Tax Court held that the issues of §419A(f)(6) were novel issues of law. The Service has issued no regulations or rulings, consequently there was no real substantial authority contrary to the taxpayers' position. Penalties were properly expunged.

B. Impact of REAL VEBA

The decision in Booth is a victory for all welfare plans. It confirms the existence of substantial authority for plans which seek to fall within the §419A(f)(6) exemption. Moreover, it recognizes that taxpayers will not have to suffer penalties because IRS has refused to issue regulations or rulings in the area. Employers who adopt plans which incorporate the structural requirements Judge Laro found lacking in Prime should enjoy protection from accuracy related penalties.

V. The Amount of the Deduction

A. Reaction to the result in Booth

Many people have expressed concern that only one of the taxpayers in the Booth set of cases was allowed a deduction for its contribution to the Prime plan. This deduction totalled $11.00. Some companies which do not participate in the welfare plan market have seized upon this fact as a point of propaganda. For example, Northwestern Mutual Life recently published a newsletter which says that an owner [of a business which contributes to a welfare plan] can anticipate a deduction of "two thousandths of one cent deduction for every dollar contributed," and goes on to predict a cumulative deduction of $1,846 out of $92,300,000 contributed to the Prime trust. This is utter nonsense.

B. Explanation of the small deduction

The reason the Tax Court allowed an $11.00 deduction is because of a legal position taken by the lawyers for Prime, and not because of any application of the statute by the Court. My friend, Charles Pulaski, Esquire, tried the case and explained this to me. Prime never submitted any evidence to refute the Service's calculation of the qualified direct costs and qualified asset additions which would be deductible under §419 in the absence of the §419A(f)(6) exception. Mr. Pulaski advised that their legal strategy was to live or die with the Ten-Or-More-Employer Plan exception, and they did not want to muddy the waters (or perhaps compromise the strength of their main argument) by arguing another alternative basis for the deduction. In the absence of a competing computation, the Tax Court simply affirmed the IRS' computation without any discussion of its correctness.

C. The result could have been different

In view of the special attributes of the Prime plan and the circumstances surrounding the legal strategy and arguments employed by the Booth attorneys, it is grossly inaccurate to say that all deductions for welfare plans will be limited as in this case. This is especially true because the legislative history under section 419 states that insurance costs are qualified direct costs. This analysis was confirmed in Private Letter Ruling 9325050 (3/30/93). In addition, section 419 of the Code permits a qualified asset addition with respect to life insurance. There is no apparent fixed limitation on the addition because the IRS has failed to issue regulations. Thus a full deduction may be available under §419, even if a plan does not qualify for §419A(f)(6) treatment. The IRS expert witness in Booth testified that all components of an insurance premium, including the so-called "pure insurance" and "cash value build-up," constitute insurance under the Code. If the contribution required by the VEBA consists of the insurance premium, it will be very difficult to credibly argue that section 419 would not permit the deduction. It is a shame that the Tax Court did not get the opportunity to opine upon this alternative basis for the deduction; but the odds are good that we will get clarification from a court in the future.

Comment on "commentators" who assail welfare plans: It is no surprise that certain insurance companies and individual agents are attempting to seize an opportunity to discredit all welfare plans, regardless of differences of particular plans from Prime. Such a view may be consistent with a particular company's long-standing policy. Please remember that these companies and people are in the vast minority in this regard; we are aware of many major financial institutions and professional firms who do not share this view. In many instances, the position papers being issued by the nay-sayers are, unfortunately, written by persons with an obvious competitive agenda and without sufficient (or any) practical and technical experience in the trenches of real-world legal practice and plan draftsmanship with respect to welfare benefit plans.

* * * * *

I hope the foregoing clarifies the true meaning of Booth to those who use REAL VEBA and others interested in this very challenging area of the law. The case substantially confirms the accuracy of the legal assumptions we made in creating the REAL VEBA program. Consequently, we are not very upset that the Tax Court has publicly commented upon the issues. The Booth decision does not provide all the answers about how to draft a welfare plan in conformity with §419A(f)(6). In truth, the Tax Court's opinion in the case raises many new questions. The Booth decision will undoubtedly make uninformed people feel discomfort about welfare benefit trusts and VEBAs. To a certain extent, given the Cardozoan tone of the opinion, I believe Judge Laro had this in mind.

In the context of the §419A(f)(6) exception, the reader must remember that Congress specifically and intentionally placed this in the law in 1984. Tax lawyers did not create this tax planning opportunity -- Congress did. We have the right to use it, and IRS has no right to interfere with the unequivocal tax policy articulated by elected representatives of the people.

A properly designed VEBA program offers clients incredible opportunities for tax-advantaged financial planning. It offers creditor protection and relief from onerous rules impacting substantial pension plans which suffer from probable confiscatory taxation. It offers a better alternative than putting insurance in a retirement plan. It offers flexibility and a methodology for rewarding employee loyalty. It is one of the most powerful estate planning mechanisms available in the law. Most of all, it is backed by 66 years of statutory, judicial and regulatory precedent.

APPENDIX

THE ANALYSIS UNDER THE "SINGLE PLAN" REGULATIONS WHICH JUDGE LARO CHOSE NOT TO EMPLOY IN BOOTH

Section 413(c) of the Code tells us what constitutes a plan maintained by more than one employer (i.e., a multiple employer plan). The regulations under section 413 tell us that such a plan is a "single plan" and refer us to the regulations under section 414(l) for a definition. Reg. section 1.414(l)-1(b) defines a "single plan:"

(1) Single plan. A plan is a "single plan" if and only if, on an ongoing basis, all of the plan assets are available to pay benefits to employees who are covered by the plan and their beneficiaries. For purposes of the preceding sentence, all the assets of a plan will not fail to be available to provide all the benefits of a plan merely because the plan is funded in part or in whole with allocated insurance instruments. A plan will not fail to be a single plan merely because of the following:

	(i)	The plan has several distinct benefit structures which apply either to the same or different participants,
	(ii)	The plan has several plan documents,
	(iii)	Several employers, whether or not affiliated, contribute to the plan,
	(iv)	The assets of the plan are invested in several trusts...,
	(v)	Separate accounting is maintained for purposes of cost allocation but not for purposes of providing benefits under the plan.1

However, more than one plan will exist if a portion of the plan assets is not available to pay some of the benefits. This will be so even if each plan has the same benefit structure or plan document, or if all or part of the assets are invested in one trust with separate accounting with respect to each plan.

*****

(8) Separate accounting of assets. The term "separate accounting of assets means the maintenance of an asset account with respect to a given group of participants which is:

	(i)	Credited with contributions made to the plan on behalf of the participants and with its allocable share of investment income, if any, and
	(ii)	Charged with benefits paid to the participants and with its allocable share of investment losses or expenses.

The regulations tell us conclusively that it is not illegal to maintain separate accounting for the various employees of employers participating in the trust. The main thrust of the regulations is this: notwithstanding separate accounting, allocation of income and expenses, and procurement of allocated insurance instruments, ALL ASSETS OF THE PLAN MUST ULTIMATELY BE AVAILABLE FOR ALL CLAIMS. This means that the trust cannot limit the benefits of a particular employer group to the contributions and assets of that group. If such a limitation exists, the plan is not a "single plan." In contrast, it would be many plans using the same document, similar to a prototype retirement plan. If the plan is not a single plan, it is not a 10 or more employer plan described in §419A(f)(6).

Most multiple employer plans in the country would be described in clauses (i), (ii), (iii) and (v) above, but the Regulations state that these characteristics do not prevent classification as a single plan. The foregoing provisions show clearly that the key question for determining the existence of a single plan is whether all plan assets are available to pay benefits to covered employees or their beneficiaries. Reg. sec. 1.414(l)-1(b)(1). The Regulations contain an example in section 1.414(l)-1(c)(1) in which an attempted merger of two plans provides that the assets of each plan are separately accounted for and are not available to pay benefits of the other plan. Because the assets of each plan are not available to pay all benefits, there are still two plans, and, therefore, a merger did not occur.

¹ The Service conveniently overlooks this portion of the regulations in its attack on Prime. It tries to bolster its view that Prime is really a group of plans, not a single plan, by reference to Prime's maintenance of separate accounts. As the regulation makes clear, the method of accounting does not determine the existence of a single plan. The pertinent inquiry is whether any account in the trust can be invaded, at least theoretically, for payment of another person's claim for benefits.

Lance Wallach says that while I do not agree with some of this excellent article I do hope that John Koresko one day beats the IRS.

The information provided herein is not intended as legal, accounting, financial or any type of advice for any specific individual or other entity. You should contact an appropriate professional for any such advice.