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Tax Insights from India Tax & Regulatory Services 1 LG Elect r onics India Pvt Ltd v. ACIT [2013] 29 t axmann.com 300 (Delhi - Tribunal) (SB) www.pwc. in Delhi HC rules on marketing intangibles in the case of distributors March 1 8 , 2015 In brief For several taxpayers in India , the Revenue authorities alleged incurring of “ excess ” advertising, marketing and promotion expenses (AMP) , thereby creat ing a marketing intangible for the a ssociated e nterprise (AE). T he AE was required to compensate the taxpayer for such brand building services along with a mark - up. The “ excess ” was measure d with respect to the AMP spend of comparable companies. This rationale, applied by Revenue authorities, was largely upheld by the Special Bench (SB) in the case of LG Electronics 1 (LG ruling), which was consequently applied to several interveners in that case who were parties to the proceedings before the SB , and was later followed in the case s of many other taxpayers. The appeals before the Delhi High Court (HC) were filed by various affected taxpayers (most of whom were interveners before the SB) against the Division Bench rulings in their respective cases, wherein essentially the ratio of the LG ruling was applied regardless of their individual fact pattern. The much awaited HC ruling in respect of marketing intangibles in the case of taxpayers who were engaged in the import, marketing and distribution of branded products of their AEs, h as been finally pronounced . The HC, in its ruling, has provided guidance on how the issue of marketing intangibles should be looked at in case of taxpayers characterised as distributors. The HC held that it was not obligatory to subject the advertisement, marketing and promotion expenses (AMP) to a ‘bright line’ test and consider non - routine AMP as a separate transaction. The HC concluded that marketing and distribution functions were closely connected, and hence could be bundled for determining arm’s length price (ALP). Further, where, on testing the bundled transaction under either Transaction Net Margin Method (TNMM) or Resale Price Method (RPM) with appropriate comparables, it was concluded that the transactions were at arm’s length, there was no need to bifurcate and look at AMP as a separate transaction . Tax Insights 2 pwc In detail The HC considered the following two broad set of facts for distributor taxpayers: Scenario 1: The taxpayers adopted the TNMM as the most appropriate method to justify the ALP of import of finished goods. The t ransfer p ricing o fficer (TPO) accepted the TNMM. However, the TPO alleged that by incurring ‘excess’ AMP, the taxpayer had contributed to brand building for the AE. The TPO used the ‘bright line’ 2 test to determine the ‘excess’ AMP. A transfer pricing (TP) adjustment to the extent of t he ‘excess’ so ascertained was made, along with a mark - up of 15%. The Dispute Resolution Panel (DRP) accepted the TPO’s approach, but gave partial relief by reducing the mark - up from 15% to 12.5%. The Income - tax Appellate Tribunal (Tribunal) followed the S B LG ruling and upheld the TPO’s and DRP’s orders, against which, the taxpayer filed an appeal before the HC. Scenario 2: The only difference in this scenario as compared to Scenario 1 was that the taxpayers had considered the Resale Price Method (RPM) to justify the ALP of the international transaction of import of finished goods. Further, the taxpayer had also paid royalty to its AE, which was justified at ALP based on the Comparable Uncontrolled Price Method (CUP). The HC has adjudicated on the followin g common questions of law: 2 Bright line applied by the TPO is the arithmetic mean of the AMP / Sales ratio of comparable companies Whether the additions suggested by the TPO on account of AMP , beyond jurisdiction and bad in law , as no specific reference was made by the Tax Officer, having regard to retrospective amendment to section 92CA of the Income - t ax Ac t, 1961 (the Act) by Finance Act, 2012? The HC, o n careful analysis of s ection 92CA (2B) of the Act, held as follows:  After insertion of s ection 92CA (2B) of the Act, w.e.f. 1 June, 2002, f ull effect needed to be given to the said provision and there was no case to negate or curtail the retrospective effect. A retrospective amendment ha d a deeming effect and consequences which c ould not be unwritten or erased.  If , during the course of the proceedings, a TPO came to a conclusion that there was an international transaction for which the taxpayer has not furnished a report under s ection 92E, the TPO could go into the question of ALP and apply the provisions of Chapter X. No specific reference in respect of such hidde n/ unknown international transaction wa s required under s ection 92CA (1) of the Act. This question was answered in favour of the Revenue by the HC in agreement with the LG ruling. Whether AMP incurred by the taxpayer in India c ould be treated and categor i s ed as an international transaction under s ection 92B of the Act ? The HC held as follows:  The contention that AMP was not an international transaction ha d to be rejected. There seem ed to be an inconsistency in the taxpayers’ submission on th is aspect because, in most cases , taxpayers have submitted that international transactions between them and the AE included the cost/ value of AMP incurred in India .  The question wa s not whether the taxpayer had incurred the AMP in India. The arm ’ s length determination pertains to adequa te compensation to the taxpayer for performing functions of marketing and incurring non - routine AMP in India . The quantum of expenditure paid by the taxpayer to third parties in India while incurring the AMP wa s not in dispu te and not a subject matter of arm’ s length pricing or determination. The HC seems to have accepted the stand taken in the LG ruling that a transaction did exist , whereby the taxpayer incurred AMP towards promotion of brand which was legally owned by the A E. Whether , under Chapter X of the Act , a transfer pricing adjustment can be made by the TPO in respect of expenditure treated as AMP , and if so , in which circumstances? The HC held that the principle s of Chapter X d id not artificially broaden, expand or d eviate from the concept of real income, i.e., profits arrived at on commercial principles, subject to the provisions of the Act . Profits and gains had to be true and correct profits and gains, neither under - nor over - stated. ALP sought to correct distortio n and shifting of profits , to tax the actual income earned by a taxpayer . In other words, t he profit w hich would have accrued, had arm’ s length conditions prevailed , was brought to tax. Tax Insights PwC Page 3 The HC then proceeded to examine the following circumstances in which AMP could be evaluated. Scenario 1: Taxpayers using TNMM:  TNM M could be effective and reliable when applied to closely - linked or continuous transactions. I t would be inappr opriate to proceed with the arm’ s length computation methods with a pre - conceived supposition on singularity as a statutory mandate. Clubbing of closely linked ( includ ing continuous ) transactions was permissible and not out rightly rejected .  Aggregation of closely linked transactions , or segregation by the taxpayer, had to be tested by the TPO in terms of the four clauses stipulated in s ection 92C(3) of the Act, read with the Rules .  The s trength of the TNM M is that net profit indicators are less affected by transactional differences in comparison to some other methods. This method is m ore tolerant to functional differences between controlled and uncontrolled transactions , as compar ed to gross profit margins. Yet net profit could potentiall y be volatile , primarily for two reasons. Firstly , factors which do not affect gross profit margin and prices can influence net profit indicators due to variation of operating expenses or vice - versa . This may include variation in AMP . The other factors include tax - payers competitive position in the form of price and margins and in some cases, it may be difficult to eliminate or compute the effect of these factors. These difficulties in applying or accepting TNM M arise when there is complexity of functions and each party to the transaction(s) makes valuable unique contribution.  In case the tested party wa s engaged in a single line of business, there wa s no bar or prohibition from applying the TNMM at the entity level. In fact, when transactions we re inter - connected, a combined consideration could be the most reliable means of determining the ALP . There we re often situations where closely linked and conn ected transactions c ould not be evaluated adequately on separate basis. On the other hand, s egmentation could be mandated when controlled bundled transactions could not be adequately compared on an aggregate basis.  For complex entities , or where one of th e entities wa s not a ‘plain vanilla distributor’ , TNMM had to be applied when necessary , and comparables with or without adjustment s were available. Otherwise, TNM M should not be adopted or applied on account of being an inappropriate method. The use of the w ords , ‘ plain vanilla distributor ’ d id not mean plain vanilla situations, but value additions with each party making valuable unique contribution s .  TNM M would not be the most appropriate method when there we re considerable value additions by the subsid iary AEs.  It would not be appropriate and proper to apply the TNMM in case the taxpayer was engaged in manufacturing activities and distribution and marketing of imported and manufactured products, as inter - connected transactions. Import of raw material fo r manufacture would possibly be an independent international transaction vis - à - vis marketing and distribution activities or functions.  To explain that the segregation of AMP as an independent international transaction would be irrational and unsound, the HC gave the below example: In case 2, a distributor having significant marketing functions incur red substantial expenditure on AMP, three times more than in case 1, but the purchase price being lower, the taxpayer got adequately compensated and therefore, no transfer pricing adjustment wa s required. If the AMP in case 2 wa s INR 50, i.e. , identical to case 1 , and AMP of INR 100 was incurred as a separate transaction, the position in case 2 would be as follows : It was obvious that this would not be the correct method of computing the ALP . The purchase price adjustments/ set off would be mandated to arrive at the ALP , Particulars Case 1 Case 2 Sales 1,000 1,000 Purchase Price 600 500 Gross Margin 400 (40%) 500 (50%) Marketing, Sales Promotion expenses 50 150 Overhead expense 300 300 Net profit 50 (5%) 50 (5%) Particulars Case 2 Sales 1,000 Purchase Price 500 Gross Margin 500 (50%) Overhead expenses 300 Marketing expenses 50 Net profit 150 (15%) Tax Insights PwC Page 4 if the AMP is segregated as an independent international transaction. The position may be worse for the taxpayer , if the TPO makes an addition of INR 100 and adds 15% mark - up thereto. This positi on was not acceptable as it wa s irrational and unsound . The HC summarise d the guidance on use of TNMM as follows: TNMM is typically applied when the related parties are engaged in continuous series of transactions and one of the parties controls intangible assets for which ALP / return is not easy to determine. It is favourable to apply TNMM when one party is performin g routine marketing, distribution and other functions that do not involve control over intangible assets as it allows appropriate return to the party controlling unique or difficult to value intangible assets. O nce the TPO accept ed and adopt ed TNM M , but t hen chose to treat a particular expenditure like AMP as a separate international transaction without bifurcation/ segregation, it would , as noticed in the above example , lead to unusual and inconsistent results , as AMP was the cost or expense , and wa s not diverse. It wa s factored in the net profit of the inter - linked transaction. A comparison of a horizontal item without segregation would be impermissible. Scenario 2: Taxpayers using RPM:  I t would be wrong to assert and accept that gross profit margins under RPM would not inevitably include AMP . The gross profit margins could remunerate an AE performing marketing and selling function. This ha d to be tested and examined without any assumption against the taxpayer.  An external comparable should perform similar AMP functions. Similarly the comparable should not be the legal owner of the brand name, trade mark, etc.. In case a comparable did not perform AMP functions in the marketing operations, a function which was pe rformed by the tested party, the comparable would have to be discarded. Comparable analysis of the tested party and the comparable would include reference to AMP. In case of a mismatch, adjustment could be made when the result would be reliable and accurat e. Otherwise, RPM should not be adopted.  If on analysis of comparable including AMP, gross profit margins matched or were within the specified range, no transfer pricing adjustment was required. Routine or non - routine AMP would not materially and substan tially affect the gross profit margins when the tested party and the comparable undertook similar AMP functions. Relevance of Brand and Brand building In relation to Brand and Brand building, the Delhi HC held as follows:  There wa s a line of demarcation be tween development and exploitation. Development of a trademark or goodwill t ook place over a passage of time and wa s a slow , ongoing process. In cases of well recognised or known trademarks, the trademark is already recognised. Expenditure incurred for pro moting product(s) with a trademark wa s for exploitation of the trademark rather than for development of its value.  There we re many examples where brands have been built without incurring substantial advertisement or promotion expenses , and also cases where , in spite of extensive and large scale advertisements, brand values had not been created. Therefore, to assert a nd profess that brand building wa s equivalent to AMP would be largely incorrect.  Reputed brands d id not go in for advertisement with the intent ion to increase the brand value, but to increase sales and thereby earn larger and greater profits.  It c ould not be denied that reputed and established brands had value and goodwill. But a new brand/ trade - mark/ trade name would be relatively unknown. T h is position was referred, not to make a comparison between different brands , but to highlight that these we re relevant factors and could affect the function undertaken , which must be duly taken into consideration in selection of comparables , or when making subjective adjustment s , and thus, for computing the ALP .  Routine or day - to - day marketing or sale promotion expenses , even when excessive and exorbitant, would not amount per se to ‘ brand building ’ expenses.  I t would be incorrect to treat advertisement as equivalent or synonymous with ‘ brand building ’, for the latter in commercial sense refer red to several facets and components , primar il y the quality and reputation of the product or name, which wa s acquired gradually and silently over time.  The above argume nts fail ed to notice the fundamental principle of international taxation and Chapter X of the Act that the foreign AE and Tax Insights PwC Page 5 the taxpayer we re two separate tax centres and taxable entities. Profits or enhanced profits consequent to higher manufacturing turnov er would be taxed in the hands of the foreign AE, whereas higher profits as a result of increased turnover relatable to distribution and marketing functions would be taxed in the hands of the taxpayer .  The Revenue has generali s ed, and the argument adopt ed a universal and ubiquitous approach by contending that increased turnover would not benefit the taxpayer . The argument wa s sceptical and conjectural. Thus, the HC had provided substantial guidance on how the taxpayer and TPO should approach the issue on marketing intangibles. Further, it had brought out the fault in the revenue’s interpretation that AMP was directly attributable to brand building of the AE. Also, the HC has given credence to the taxpayer’s argument that there was a benefit to the taxpay er from the increase in sales, which could not be ignored by the Revenue. Whether the Tribunal was right in directing that fresh benchmarking/ comparability analysis should be undertaken by the TPO by applying the parameters specified in paragraph 17.4 of the order dated 23.01.2013 passed by the SB in the LG ruling ? The HC held as follows: Bright Line Test  The LG ruling mandate d that each case where an Indian subsidiary of a foreign AE incur red AMP expenditure had to be subj ected to the ‘ bright line test ’ o n the basis of comparables mentioned in paragraph 17.4 of the ruling . Any excess expenditure beyond the bright line should be regarded as a separate international transaction of brand building. Such a broad - brush universal approach wa s unwarranted and amou nt ed to judicial legislation.  The list of parameters for ascertaining comparables for applying bright line test in paragraph 17.4 , and thereafter, the assertion in paragraph 17.6 that comparison c ould be only made by choosing comparable of domestic cases n ot using any foreign brand, wa s contrary to the Rules. It amount ed to writing and prescribing a mandatory procedure or test which wa s not stipulated in the Act or the Rules.  A pplying ‘bright line test’ on the basis of parameters prescribed in paragraphs 1 7.4 and 17.6 of the LG ruling would be adding and writing words in the statute and the Rules , and introducing a new concept which ha d not been recognised and accepted in any international commentar y, or as per the general principles of international taxati on accepted and applied universally.  There wa s nothing in the Act or Rules to hold that it wa s obligatory for the AMP to be subjected to ‘ bright line test ’ and the non - routine AMP as a separate transaction to be computed in the manner as stipulated.  Reliance was placed on the illustrations made by the Australian Tax Office guidance on various scenarios of distributors, such as simple independent distributor, distributor with marketing rights and entrepreneur distributors.  R eliance wa s placed on the India chapter in the United Nations Manual on Transfer Pricing in para 10.4.8.15 to hold that when a subsidiary entity engaged in distribution and marketing incur red AMP expenses, the question was to ascertain whether the subsidiary AE enti ty was adequately and properly compensated for undertaking the expenditure. Such compensation could be in the form of lower purchase price, no or reduced payment of royalty , or by way of direct payments to ensure adequate profit margin. This ensure d proper payment of taxes and curtail ed avoidance or lower taxes of the Indian subsidiary as a separate juristic entity.  T here c ould not be any assumption against the taxpayer when ALP by applying TNM M wa s accepted, to infer that the purchase price did not ac coun t for and subsume AMP incurred by the taxpayer .  TPO could go into, and had to, examine the question whether the assessee wa s performing functions of a pure distributor , or was performing distribution and marketing functions . I n the latter case, he had to e xamine and ascertain whether the transfer price t ook into consideration the marketing function, which would include AMP functions. This would ensure adequate transaction price , and hence assure no loss of revenue. When the distribution and marketing functi ons we re inter - connected and reliable , and comparables we re available, ALP could be computed as a package, if required and necessary , by making adequate adjustments. Tax Insights PwC Page 6  When the TPO c ame to the conclusion that it wa s not possible to compute ALP without segre gating and dividing distribution and marketing , or AMP functions, he c ould so proceed after giving justification and adequate reasons. At that stage, he would have apportioned the price received or the compensation paid by the foreign AE towards distributi on and marketing or AMP functions. The TPO could then apply an appropriate method and compute the ALP of both independently , and even by applying separate methods. This would be in terms of the provisions of the Act and the Rules , and also as per general principles of international taxation accepted and applied universally.  T he importan t issue in determining the ALP wa s to examine the benefits of the AMP expenditure , and whether taxpayer receive d share of excess profits related to local marketing intangible s in the form of enhanced profitability.  The HC disagreed and did not accept the Revenue’s position that the exercise to separate routine and non - routine AMP or brand building exercise by applying ‘ bright line test ’ of non - compar ables , and in all case s , costs or compensation paid for AMP would be ‘ NIL ’ , or at best , would mean the amount o f compensation expressly paid for AMP . Further, in a specific case , this criteri on, and even zero attribution , could be possible, but facts shoul d so reveal and require .  The HC referred to the reliance by the Revenue on the rulings in the case o f DHL 3 and GlaxoSmithKline 4 and on paras 6.36 to 6.39 of the OECD Guidelines, and held that the said references by the Revenue did not support the recognit ion of ‘bright line test’ and of non - routine AMP as a separate international transaction, subject to arm’s length pricing. However, where the Act or the Rules d id not devise or enact a contrary provision, reliance on OECD Guidelines or the UN Transfer Pricing Manual should not be discard ed or ignore d without adequate justification. Otherwise , it would amount to denial of the benefit and advantage of the study , and the dexterous and deliberated elucidations made in the extant OECD Guidelines or the UN Tr ansfer Pricing Manual, as if they are redundant and superfluous. The Act and the Rules we re supreme, but the OECD Guidelines or the UN Transfer Pricing Manual could supplement and constitute a valuable and convenient commentary on the subject. They we re no t binding , but surely their rational e and articulation require d consideration , if not acceptance, when warranted .  There wa s no material or justification to hold that no independent party would incur AMP expenses beyond the bright line AMP expenses. It wou ld be incongruous and presumptuous to hold, without any data or good reason, that the transactions for distribution and marketing as a package we re not executed between a foreign enterprise and an 3 DHL Corp v. Commissioner, T.C. Memo 1998 - 461, 1998 Tax Ct. Memo LEXIS 461,76 T.C.M. (CCH) 1122, T.C.M. (RIA) P98461 (T.C. 1998) 4 Canada v. Glaxo Smithkline Inc. 2012 SCC 52, with docket No. 33874, dated 18.10.2012 independent enterprise. Commercial men would seek appropria te margins to incur AMP expenses , and yet earn net profit as per market conditions. Economic v. legal ownership  Economic ownership of a trade name or trade mark wa s accepted in international taxation as one of the components or aspects for determining tran sfer pricing. Economic ownership only ar o se in cases of long - term contracts , and where there wa s no negative stipulation denying economic ownership. Economic ownership when pleaded c ould be accepted if it wa s proved by the taxpayer.  Determination whether t he arrangement wa s long - term with economic ownership , or short - term , should ordinarily be based upon the conditions existing at the start of the arrangement , and not on whether the contract wa s subsequently renewed. However, it wa s open to the taxpayer to place evidence , including affirmation from the brand owner AE , that at the start of the arrangement , it was accepted and agreed that the contract would be renewed.  Economic ownership of a brand wa s an intangible asset, just as legal ownership. Undiffer entiated, economic ownership brand valuation wa s not done from moment to moment , but would be mandated and required if the taxpayer assessed wa s deprived, denied or transfer red economic ownership. This c ould happen upon termination of the distribution - cum - marketing agreement , or when economic ownership g ot transferred to a third party. TP valuation, therefore, would be mandated at that Tax Insights PwC Page 7 time. The international transaction could then be made a subject matter of transfer pricing and subjected to tax. Decision in the case of Maruti Suzuki and order of Supreme Court The LG ruling had incorrectly inferred that the legal principles and directions issued by the HC in the case of Maruti Suzuki (which the Supreme Court sent back for re - examination by the TPO) would co ntinue to be binding decidendi and had attained finality, vis - à - vis the tax authorities and the Tribunal. Marketing or selling expenses  Distribution and marketing exercise require d transfer/ sale of goods to third parties, be it sub - distributors or retaile rs. Th is transaction wa s in the nature of sale of goods for consideration. The marketing or selling expenses like trade discounts, volume discounts, etc. , offered to sub - distributors or retailers , we re not in the nature and character of ‘brand promotion ’ . They we re not directly or immediately related to ‘ brand building’ exercise, but ha d a live link and direct connect with marketing , and increased volume of sales or turnover. The brand building connect wa s too remote and faint. To include and treat direct marketing expenses like trade or volume discount or incentive as ‘brand building ’ exercise would be contrary to common sense and would be highly exaggerated.  E xpenses in the nature of selling expenses ha d an immediate connect with price/ consideration pay able for the goods sold. They we re not incurred for publicity or advertisement. Direct marketing and sale - related expenses or discounts/ concessions c ould not form part of the AMP. Order of Remand After laying down the above principles, the HC remanded the matters back to the Tribunals for de novo consideration, as the legal standards or ratio accepted by the Tribunal was erroneous. The Tribunal would need to ascertain the facts based on the legal r atio laid down by the HC in this decision. Further, it directed the Tribunals to endeavor to dispose of the appeals, rather than remand it further to the TPO. The Tribunal was required to ascertain and satisfy whether the gross/ net margin would duly accou nt for AMP. If yes, the taxpayer’s appeal had to be accepted. Only where there was a doubt, or another view was plausible, would a remand to TPO be justified. The takeaway s Key insights The issue of marketing intangibles is one concerning the fundamentals of economics and transfer pricing. The HC, in its order, has not only provided clarity on legal aspects dealt with by the LG ruling, but has also put forth fact - specific conclusions in cases of the distributors dealt with therein. The HC has appreciated t hat the issue of marketing intangibles requires an in - depth factual analysis, depending upon the functional, asset and risk (FAR) profile of each taxpayer and its AEs. A common dictum, on merits, which would apply across the board as per the LG ruling, has been dismissed by the HC. Having said that, provided below is our analysis of the key observations made by the HC . Although the HC has ruled in the case of distributors, since it has dealt with the legal principles in its ruling, there could be merit in borrowing and leveraging on the HC’s conclusions, in the case of licensed manufacturers as well. Our specific analysis in this regard is as follows:  The HC has held that brand building is not equivalent to advertisement and sale pro motion. In the context of licensed manufacturers, this would be relevant, as the brand value not only consists of the trademark or trade name but is also a contribution of infrastructure, know - how, ability to compete, etc. Also, the clarity that r outine or day - to - day marketing or sale promotion expenses , even when excessive and exorbitant, would not amount per se to ‘brand building’ expenses is relevant.  The ‘bright line test’ is not stipulated and mandated in the Act or the Rules. This observation of the HC could also have applicability to licensed manufacturers as this negates the observations made in the LG ruling, which was in the context of a licensee.  The HC has dealt with the concept of Economic v. Legal ownership , and in doing so has provided sanct ity to concept of economic ownership per se . Although dealt with in the context of distributors , the concept of economic ownership is far more relevant for licensed manufacturers.  The HC has referred and placed reliance on global guidance available, pro vi ded by OECD, ATO, US IRS, etc . This is a welcome observation, because globally, this issue is in the context of distributors and not licensed manufacturers. The HC has laid emphasis on the relevance of intensity of the AMP function in the choice of pote ntial Tax Insights PwC Page 8 comparables. However, the HC has not provided specific guidance on how to measure the i ntensity of the functions while selecti ng comparables. Concluding remarks The issue around marketing intangibles is highly factual, depending upon the FAR profile of each taxpayer, for which a common dictum could not have been laid down on merits of the issue, applying to taxpayers across the board. The resolution on merits for licensed manufacturers is far from over, as facts pertinent to licensed manufacturers have not been dealt with by the HC . Nonetheless, t axpayers who are licensed manufacturers are advised to follow correct approach in line with fundamentals of TP , and leveraging upon relevant legal principles laid out in this ruling. The HC r uling gives the distributor community a reason to cheer. Further, the HC ruling is a huge positive, and will go a long way in boosting the confidence in the Indian judiciary as the guiding force for laying down the right principles on the subject of transf er pricing. Let ’ s talk For a deeper discussion of how this issue might affect your business, please contact: Tax & Regulatory Services – Transfer Pricing Gautam Mehra, Mumbai +91 - 22 6689 1155 gautam.mehra@in.pwc.com Indraneel R Chaudhury, Bangalore +91 - 80 4079 6064 indraneel.r.chaudhury@in.pwc.com Tax Insights For private circulation only This publication has been prepared for general guidance on matters of interest only, and does not constitute professional adv ice. You should not act upon the information contained in this publication without obtaining specific professional advice. 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