Rev. Proc. 2017-21

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Updated Withholding Foreign Partnership Agreement and Withholding Foreign Trust Agreement

Revenue Procedure 2017-21

SECTION 1. PURPOSE

This revenue procedure sets forth the withholding foreign partnership agreement (WP

agreement) and withholding foreign trust agreement (WT agreement) entered into under

§1.1441-5(c)(2)(ii) and (e)(5)(v). In general, the WP and WT agreements allow a foreign

partnership or foreign trust to assume the withholding and reporting obligations under chapters

3 and 4 of the Internal Revenue Code (Code) for certain payments of U.S. source income (such

as interest, dividends, and royalties) made to its direct partners, beneficiaries, or owners, and in

some cases, persons holding interests in the partnership or trust through one or more foreign

intermediaries or flow-through entities (indirect partners). This revenue procedure also provides

guidance to foreign partnerships and foreign trusts for how to apply to enter into, or renew, the

WP or WT agreement.

The WP agreement and WT agreement provided in Revenue Procedure 2014-47, 2014-

35 I.R.B. 393 (the 2014 WP agreement and 2014 WT agreement), were scheduled to expire on

December 31, 2016, but on December 30, 2016, the Department of the Treasury (Treasury

Department) and the Internal Revenue Service (IRS) announced in Revenue Procedure 2017-

15, 2017-03 I.R.B. 437, that the 2014 WP and WT agreements would be treated as in effect

until the updated agreements are issued in January 2017. The WP and WT agreements in this

WT agreement), were scheduled to expire on

December 31, 2016, but on December 30, 2016, the Department of the Treasury (Treasury

Department) and the Internal Revenue Service (IRS) announced in Revenue Procedure 2017-

15, 2017-03 I.R.B. 437, that the 2014 WP and WT agreements would be treated as in effect

until the updated agreements are issued in January 2017. The WP and WT agreements in this

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revenue procedure apply to withholding foreign partnerships (WPs) and withholding foreign

trusts (WTs) with a WP or WT agreement effective on or after the date of issuance of this

revenue procedure (but see section 12 of the WP or WT agreement for when the terms of the

revised WP or WT agreement will apply).

Section 2 of this revenue procedure provides background on the withholding and

reporting requirements of chapters 3 and 4 of the Code. Section 3 of this revenue procedure

describes the scope of this revenue procedure, and section 4 of this revenue procedure

highlights changes to the WP and WT agreements. Section 5 of this revenue procedure

provides the application procedures for becoming a WP or WT and for renewing a WP or WT

agreement. Section 6 of this revenue procedure provides the WP agreement and section 7 of

this revenue procedure provides the WT agreement. Section 8 of this revenue procedure

provides the effective date; section 9 provides the effect on other documents; section 10

describes the collection of information burdens under the Paperwork Reduction Act; and section

11 provides drafting information.

SECTION 2. BACKGROUND

.01 Withholding and Reporting under Chapter 4 of the Code. On March 18, 2010, the

Hiring Incentives to Restore Employment Act of 2010, Pub. L. 111-147, added chapter 4 of

Subtitle A (chapter 4 or FATCA) of the Code, comprised of sections 1471 through 1474

llection of information burdens under the Paperwork Reduction Act; and section

11 provides drafting information.

SECTION 2. BACKGROUND

.01 Withholding and Reporting under Chapter 4 of the Code. On March 18, 2010, the

Hiring Incentives to Restore Employment Act of 2010, Pub. L. 111-147, added chapter 4 of

Subtitle A (chapter 4 or FATCA) of the Code, comprised of sections 1471 through 1474. On

January 28, 2013, the Treasury Department and the IRS published final regulations (TD 9610)

under chapter 4 in the Federal Register (78 FR 5874), and, on September 10, 2013, published

corrections to those final regulations (collectively, the 2013 chapter 4 regulations). On March 6,

2014, the Treasury Department and IRS published temporary regulations (T.D. 9657) providing

clarifications and modifications to the 2013 final regulations (as corrected, the 2014 temporary

regulations). On January 6, 2017, the Treasury Department and IRS published regulations

finalizing the 2014 temporary regulations with certain modifications (final chapter 4 regulations)

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and published temporary regulations providing additional rules under chapter 4 (temporary

chapter 4 regulations) (T.D. 9809, 82 FR 2124).

Section 1471(a) requires a withholding agent to deduct and withhold a tax equal to 30

percent on any withholdable payment made to a foreign financial institution (FFI), unless the FFI

agrees to and complies with the terms of an FFI agreement (published in Revenue Procedure

2017-16, 2017-03 I.R.B. 501 (as updated or superseded by any subsequent revenue

procedure)) to satisfy the obligations specified in section 1471(b) (a participating FFI), is

deemed to meet these requirements under section 1471(b) (a deemed-compliant FFI), or is

treated as an exempt beneficial owner under §1.1471-6

and complies with the terms of an FFI agreement (published in Revenue Procedure

2017-16, 2017-03 I.R.B. 501 (as updated or superseded by any subsequent revenue

procedure)) to satisfy the obligations specified in section 1471(b) (a participating FFI), is

deemed to meet these requirements under section 1471(b) (a deemed-compliant FFI), or is

treated as an exempt beneficial owner under §1.1471-6. Section 1472(a) requires a withholding

agent to deduct and withhold a tax equal to 30 percent on any withholdable payment made to a

non-financial foreign entity (NFFE), other than an excepted NFFE, unless such entity provides

information regarding its substantial U.S. owners or certifies that it does not have any such

owners.

.02 Withholding and Reporting under Chapter 3 of the Code. Under sections 1441 and

1442, a withholding agent is required to deduct and withhold a tax equal to 30 percent on any

payment of U.S. source fixed or determinable, annual or periodical (FDAP) income that is an

amount subject to withholding (as defined in §1.1441-2(a)) made to a foreign person. A

reduced rate of withholding may apply under the Code (for example, section 1443) or an income

tax treaty. Generally, a withholding agent must report the payments on Forms 1042-S,

regardless of whether withholding is required. See §1.1461-1(c).

.03 Coordination of Withholding and Reporting Requirements under Chapters 3 and 4 of

the Code. On March 6, 2014, the Treasury Department and IRS published temporary

regulations (T.D. 9658) providing rules under chapters 3, 61, and section 3406 of the Code to

coordinate with the requirements provided in the 2013 final regulations and 2014 temporary

regulations (as corrected, the temporary coordination regulations). On January 6, 2017, the

Treasury Department and IRS published regulations finalizing certain temporary regulations

nd IRS published temporary

regulations (T.D. 9658) providing rules under chapters 3, 61, and section 3406 of the Code to

coordinate with the requirements provided in the 2013 final regulations and 2014 temporary

regulations (as corrected, the temporary coordination regulations). On January 6, 2017, the

Treasury Department and IRS published regulations finalizing certain temporary regulations

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under chapters 3 and 61 and sections 3406 and 6402 (final chapter 3 regulations) and

published temporary regulations providing additional rules under chapter 3 (temporary chapter 3

regulations) (T.D. 9808, 82 FR 2046).

With respect to a payment that is subject to withholding under chapter 4, a withholding

agent may credit any tax withheld under chapter 4 against its liability for any tax due with

respect to the payment under chapter 3. A withholding agent is required to use a single Form

1042-S to report information required under both chapters 3 and 4 with respect to a payment

subject to withholding under both chapters 3 and 4 for which a credit against the beneficial

owner’s chapter 3 liability, if any, may be claimed. With respect to a withholdable payment that

is not subject to withholding under chapter 4 and that is an amount subject to withholding under

chapter 3, a withholding agent is also required to report the applicable chapter 4 exemption

code for the payment and the recipient’s chapter 4 status.

.04 Reporting Regarding Certain U.S. Persons by Foreign Partnerships and Foreign

Trusts. If a foreign partnership has U.S. partners, the foreign partnership is generally required to

file Form 1065 with a Schedule K-1 to report each U.S. partner. See §1.6031(a)-1. If a U.S.

person is treated as the owner of any portion of a foreign trust under the grantor trust rules

(sections 671 through 679 of the Code), the foreign trust is required to file Form 3520-A,

“Annual Information Return of a Foreign Trust with a U.S. Owner,” and to provide statements to

each U.S

required to

file Form 1065 with a Schedule K-1 to report each U.S. partner. See §1.6031(a)-1. If a U.S.

person is treated as the owner of any portion of a foreign trust under the grantor trust rules

(sections 671 through 679 of the Code), the foreign trust is required to file Form 3520-A,

“Annual Information Return of a Foreign Trust with a U.S. Owner,” and to provide statements to

each U.S. owner, as well as to each U.S. person who is not an owner and receives a

distribution. See section 6048(b); see also the Instructions for Form 3520-A.

SECTION 3. SCOPE

.01 Entities Eligible to Execute a WP or WT Agreement. The WP agreement may be

entered into by a foreign partnership described in §1.1441-5(c)(2)(ii), and the WT agreement

may be entered into by a foreign trust described in §1.1441-5(e)(5)(v). With respect to an FFI,

the WP or WT agreement may only be entered into by an FFI that agrees to satisfy the

requirements and obligations of a participating FFI, registered deemed-compliant FFI, or

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registered deemed-compliant Model 1 IGA FFI. An FFI that is a retirement fund (as defined in

section 2 of the WP or WT agreement) or a NFFE may also apply to enter into a WP or WT

agreement. A partnership or trust that is a territory financial institution (as defined in §1.1471-

1(b)(130)) may not enter into a WP or WT agreement. An FFI that is a foreign reverse hybrid

entity (as defined in section 2 of the WP agreement) may apply to enter into a WP agreement,

provided that the FFI is a participating FFI, a registered deemed-compliant FFI, or a registered

deemed-compliant Model 1 IGA FFI. See section 4.03 of this revenue procedure for a summary

of the requirements in the WP agreement applicable to a foreign reverse hybrid entity.

.02 Chapter 4 Requirements with Respect to Financial Accounts. As described in

section 2.01 of this revenue procedure, certain FFIs have withholding and reporting obligations

under chapter 4 with respect to the FFI’s financial accounts

l 1 IGA FFI. See section 4.03 of this revenue procedure for a summary

of the requirements in the WP agreement applicable to a foreign reverse hybrid entity.

.02 Chapter 4 Requirements with Respect to Financial Accounts. As described in

section 2.01 of this revenue procedure, certain FFIs have withholding and reporting obligations

under chapter 4 with respect to the FFI’s financial accounts. Under §1.1471-5(b)(1), a financial

account is defined broadly, and includes, for example, non-publicly traded equity interests in an

FFI that is an investment entity (as defined in §1.1471-4(e)(4)(i)). Therefore, if a WP or WT is

an FFI, WP’s or WT’s direct partners, beneficiaries, or owners are generally considered account

holders for purposes of chapter 4, and the WP or WT will be required to comply with the

withholding and reporting requirements applicable to its chapter 4 status.

.03 Assumption of Primary Chapters 3 and 4 Withholding Responsibilities. The WP and

WT agreements require a foreign partnership or foreign trust to assume primary withholding

responsibilities under chapters 3 and 4 with respect to the WP’s or WT’s direct partners,

beneficiaries, or owners, and permit the WP or WT to assume primary withholding

responsibilities under chapters 3 and 4 for certain indirect partners, beneficiaries, or owners.

Section 2.09 of the WP and WT agreements defines chapter 3 to mean sections 1441, 1442,

1443, 1461, 1463, and 1464. The WP and WT agreements do not permit a WP or WT to

assume primary withholding responsibility under section 1445 or 1446.

.04 Indirect Partners, Beneficiaries, or Owners That Are U.S. Non-Exempt Recipients. A

WP or WT must act in its capacity as a WP or WT for reportable amounts that are distributed to,

reements defines chapter 3 to mean sections 1441, 1442,

1443, 1461, 1463, and 1464. The WP and WT agreements do not permit a WP or WT to

assume primary withholding responsibility under section 1445 or 1446.

.04 Indirect Partners, Beneficiaries, or Owners That Are U.S. Non-Exempt Recipients. A

WP or WT must act in its capacity as a WP or WT for reportable amounts that are distributed to,

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or included in the distributive share of, the WP’s or WT’s direct partners, beneficiaries, or

owners. A WP or WT may also act as a WP or WT for reportable amounts that are distributed

to, or included in the distributive share of, certain indirect partners, beneficiaries, or owners.

Although §1.1441-5(c)(2)(ii) and (e)(5)(v) authorize the IRS to enter into an agreement with a

WP or WT to permit it to act as a withholding agent or payor under chapters 3, 4, and 61, and

section 3406, the WP and WT agreements do not cover chapter 61 or section 3406.

Accordingly, a WP or WT may only act as a WP or WT for an indirect partner, beneficiary, or

owner that is a U.S. non-exempt recipient if the indirect partner, beneficiary, or owner is

included in the passthrough partner’s, beneficiary’s, or owner’s chapter 4 withholding rate pool

of U.S. payees or recalcitrant account holders. If the indirect partner, beneficiary, or owner that

is a U.S. non-exempt recipient is not included in the passthrough partner’s, beneficiary’s, or

owner’s chapter 4 withholding rate pool, the WP or WT cannot act as a WP or WT for such

indirect partner, beneficiary, or owner, and must pass up specific documentation on such

indirect partner, beneficiary, or owner to the withholding agent paying the reportable amount.

See section 9.03(A) of the WP or WT agreement on the treatment of indirect partners,

beneficiaries, or owners under each of these agreements.

SECTION 4. CHANGES TO THE WP AND WT AGREEMENTS

This section summarizes the significant changes to the WP and WT agreements

p specific documentation on such

indirect partner, beneficiary, or owner to the withholding agent paying the reportable amount.

See section 9.03(A) of the WP or WT agreement on the treatment of indirect partners,

beneficiaries, or owners under each of these agreements.

SECTION 4. CHANGES TO THE WP AND WT AGREEMENTS

This section summarizes the significant changes to the WP and WT agreements.

Several of these changes are made to conform with the final and temporary chapter 3

regulations, the final and temporary chapter 4 regulations, Notice 2016-42, 2016-29 I.R.B. 67,

and Revenue Procedure 2017-15.

.01 Compliance Procedures (In General). Notice 2016-42 sets forth a draft qualified

intermediary (QI) agreement with proposed updates and modifications, and announced that the

proposed changes to the QI compliance review are intended, with appropriate modifications, to

be incorporated in the revised WP and WT agreements. Revenue Procedure 2017-15 sets forth

the final QI agreement for QIs with a QI agreement effective on or after January 1, 2017 (the

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2017 QI agreement). Accordingly, the compliance procedures in the WP and WT agreements

are updated to include compliance review procedures similar to the compliance procedures in

the 2017 QI agreement. For example, the WP and WT agreements allow the responsible officer

to make the certification of internal controls based on, in addition to the periodic review (if

required), any other reasonable processes, procedures, reviews, or certifications made by other

persons that the responsible officer has determined are necessary in order to make the

responsible officer’s periodic certification of compliance. The WP and WT agreements also

provide that the review may be conducted for any calendar year covered by the certification

period, rather than the most recent calendar year

r reasonable processes, procedures, reviews, or certifications made by other

persons that the responsible officer has determined are necessary in order to make the

responsible officer’s periodic certification of compliance. The WP and WT agreements also

provide that the review may be conducted for any calendar year covered by the certification

period, rather than the most recent calendar year. If a WP or WT chooses to review the last

year of the certification period for its periodic review, the WP or WT will also have an extended

six-month period of time to make the certification on or before December 31 of the calendar

year following the certification period (rather than July 31 of the calendar year following the

certification period). The revised WP and WT agreements also permit certain WPs and WTs

that meet the requirements in section 8.07 of the WP or WT agreement to apply for a waiver

from the periodic review requirement. A WP or WT that is a NFFE and a WP that is a member

of a consolidated compliance program may not apply for a waiver from the periodic review

requirement. As in the 2017 QI agreement, the revised WP and WT agreements require that

the reviewer have sufficient independence to objectively conduct the review and cannot review

his or her own work. See the preamble to the 2017 QI agreement for additional discussion of

the standard of independence required of a reviewer, which also apply to the WP and WT

agreements. The Appendix to the WP and WT agreements provides the certification of internal

controls, waiver request, and factual information.

Under the 2014 WP and WT agreements, the initial certification period of the WP or WT

agreement is the period ending on the third full calendar year that the WP or WT agreement is

in effect, and subsequent certification periods are every three years following the initial

certification period (other than for a WP or WT that is a NFFE or a retirement fund that does not

nd factual information.

Under the 2014 WP and WT agreements, the initial certification period of the WP or WT

agreement is the period ending on the third full calendar year that the WP or WT agreement is

in effect, and subsequent certification periods are every three years following the initial

certification period (other than for a WP or WT that is a NFFE or a retirement fund that does not

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make a pooled reporting election under section 6.02(D) of the WP or WT agreement, in which

case subsequent certification periods are every six years for such NFFE or retirement fund). To

make the WP and WT agreements more administrable for the IRS, the WP and WT agreements

are revised to provide a three-year subsequent certification period for all WPs or WTs. In

addition, the WP and WT agreements are revised to clarify that the certification period under the

WP or WT agreement may not necessarily be the same as the certification period that applies to

the WP’s or WT’s FATCA requirements as a participating FFI or registered deemed-compliant

FFI. Therefore, a WP or WT may have a different review cycle and certification due date for the

certification required under its FATCA requirements than under the WP or WT agreement, and

should comply with the requirements for both. In the certification of internal controls in the

Appendix to the WP and WT agreements, a WP or WT must certify that it has maintained its

chapter 4 status during the certification period under the WP or WT agreement (not the WP’s or

WT’s certification period under its FATCA requirements, if any).

The 2017 QI agreement allows the use of statistical sampling of a QI’s accounts for

purposes of the periodic review for certain QIs, and includes a safe harbor method in Appendix

II of the QI agreement for determining a statistical sample of accounts for the periodic review

n period under the WP or WT agreement (not the WP’s or

WT’s certification period under its FATCA requirements, if any).

The 2017 QI agreement allows the use of statistical sampling of a QI’s accounts for

purposes of the periodic review for certain QIs, and includes a safe harbor method in Appendix

II of the QI agreement for determining a statistical sample of accounts for the periodic review.

Section 8.05 of the WP and WT agreements provide that a WP or WT that has more than 60

partners, beneficiaries, or owners for the year of the periodic review that are partners,

beneficiaries or owners for which the WP or WT acts as a WP or WT may use statistical

sampling procedures for its periodic review if the WP or WT applies the principles set forth in

Appendix II of the QI Agreement in Revenue Procedure 2017-15.

.02 Consolidated Compliance Program. In response to a comment to the 2014 WP

agreement, section 8.02(C) of the WP agreement provides an allowance for consolidated

periodic reviews and certifications for WPs, similar to the allowance for QIs. The WP agreement

provides an option for a consolidated compliance program to be managed by a Compliance

Entity. A Compliance Entity must implement a compliance program that includes uniform

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practices, procedures, and systems, subject to uniform monitoring and control, with respect to

all WPs in the consolidated compliance program for purposes of meeting the requirements of

section 8 of the WP agreement. The Compliance Entity must agree to be jointly and severally

liable for each WP’s obligations under its WP agreement. A WP in a consolidated compliance

program may not request a waiver of the periodic review requirement. The responsible officer

of the Compliance Entity must perform a consolidated periodic review described in sections 8.04

and 8.05 of the WP agreement that includes each WP in the consolidated compliance program

but is permitted to make one certification for all WPs in the program

agreement. A WP in a consolidated compliance

program may not request a waiver of the periodic review requirement. The responsible officer

of the Compliance Entity must perform a consolidated periodic review described in sections 8.04

and 8.05 of the WP agreement that includes each WP in the consolidated compliance program

but is permitted to make one certification for all WPs in the program. The responsible officer

may make the periodic certification of compliance on a consolidated basis for all WPs in the

program, but must complete submit the factual information described in Part IV of the Appendix

to the WP agreement separately for each WP. The Compliance Entity must be the sponsoring

entity for chapter 4 purposes for each WP in the consolidated compliance program unless the

IRS Foreign Intermediaries Program approves the use of a different entity.

A comment to Notice 2016-42 suggested that a consolidated compliance program for

WPs should not include a requirement that the program have “uniform” practices, procedures,

and systems because this may be interpreted to mean “identical” practices, procedures, and

systems. This comment is not adopted because the term “uniform” does not necessarily mean

identical, but can also mean “consistent in approach,” which is the intended meaning here.

.03 Foreign Reverse Hybrid Entities. The WP agreement is revised to include

requirements for a WP that is a foreign reverse hybrid entity. Previously, a foreign reverse

hybrid entity could only act as a WP if it obtained a rider that modified the terms of the WP

agreement. A foreign reverse hybrid entity is defined in section 2.31 of the WP agreement to

mean A “foreign reverse hybrid entity” means an entity organized or incorporated outside of the

United States that is treated as a corporation for U.S

ign reverse hybrid entity. Previously, a foreign reverse

hybrid entity could only act as a WP if it obtained a rider that modified the terms of the WP

agreement. A foreign reverse hybrid entity is defined in section 2.31 of the WP agreement to

mean A “foreign reverse hybrid entity” means an entity organized or incorporated outside of the

United States that is treated as a corporation for U.S. federal income tax purposes but is fiscally

transparent (within the meaning of §1.894-1(d)(3)(ii)) under the laws of the country in which it is

organized with respect to the items of income paid to the entity. A WP that is a foreign reverse

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hybrid entity may reduce the amount of withholding on an amount distributed to, or included in

the distributive share of, a partner that is eligible for treaty benefits, provided that the WP

obtains the documentation required under section 4.03 of the WP agreement. The WP

agreement only allows a foreign reverse hybrid entity to obtain reduced rates of withholding

under tax treaties for foreign interest holders, and requires the foreign reverse hybrid entity to

comply with U.S. reporting obligations under the passive foreign investment company (PFIC)

rules and chapter 4. Since a foreign reverse hybrid entity is treated as a corporation for U.S. tax

purposes, and therefore is not required to file a Form 1065 or Schedule K-1, section 6.03(C) of

the WP agreement does not require a WP that is a foreign reverse hybrid entity to file a Form

1065 or Schedule K-1, and instead the WP must prepare the reconciliation statement described

in section 6.03(C)(3) of the WP agreement to support the WP’s allocations of U.S. source FDAP

income to each partner that claims treaty benefits and issue the PFIC Annual Information

Statements described in section 6.03(C)(4) of the WP agreement The reconciliation statement

and the PFIC Annual Information Statements must be reviewed for accuracy as part of a WP’s

periodic review

nt described

in section 6.03(C)(3) of the WP agreement to support the WP’s allocations of U.S. source FDAP

income to each partner that claims treaty benefits and issue the PFIC Annual Information

Statements described in section 6.03(C)(4) of the WP agreement The reconciliation statement

and the PFIC Annual Information Statements must be reviewed for accuracy as part of a WP’s

periodic review.

.04 Additional Changes to Conform to the 2017 QI Agreement and the Temporary

Chapter 3 Regulations. The WP and WT agreements are updated consistent with the 2017 QI

agreement and the temporary chapter 3 regulations. For example, the WP and WT agreements

require a WP or WT to obtain information regarding limitation on benefits on a treaty statement

obtained from an entity that is a beneficial owner claiming treaty benefits. A transitional rule

permits a WP or WT to obtain the information on limitation on benefits for certain partners,

beneficiaries, or owners by January 1, 2019. In addition, section 6.02(B)(6) of the 2014 WP and

WT agreements, which required specific reporting of each partnership or trust to which the joint

account option is applied, is removed because section 9.01(B)(3) of the WP and WT

agreements permits a WP or WT to report amounts distributed to, or included in the distributive

share of, the partnership’s or trust’s direct partners, beneficiaries, or owners in chapter 3

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reporting pools on Form 1042-S. See the preamble to the 2017 QI agreement for additional

information on these changes.

.05 Changes to Conform to the Chapter 4 Temporary and Final Regulations. In section

2 of the WP and WT agreements, the definition of participating FFI is revised to cross-reference

§1.1471-1(b)(91) to incorporate the definition in the final chapter 4 regulations, and the definition

of U.S. person is updated to incorporate revisions to the definition in the chapter 4 final

regulations

nges.

.05 Changes to Conform to the Chapter 4 Temporary and Final Regulations. In section

2 of the WP and WT agreements, the definition of participating FFI is revised to cross-reference

§1.1471-1(b)(91) to incorporate the definition in the final chapter 4 regulations, and the definition

of U.S. person is updated to incorporate revisions to the definition in the chapter 4 final

regulations. Section 6.05(A)(2) of the WP agreement incorporates rules in the temporary

chapter 4 regulations regarding account reporting requirements for participating FFIs that are

partnerships. A WP that is a participating FFI or registered deemed-compliant FFI (other than a

reporting Model 1 FFI) reporting a U.S. account or an account held by an owner-documented

FFI on Form 8966 must report the partner’s distributive share of the partnership’s income or loss

for the calendar year, without regard to whether any such amount is distributed to the partner

during the year, and any guaranteed payments for the use of capital. The amount required to

be reported with respect to a partner may be determined based on the WP’s tax returns or, if the

tax returns are unavailable by the due date for filing Form 8966, the WP’s financial statements

or any other reasonable method used by the WP for calculating the partner’s share of

partnership income and loss by such date.

.06 Additional Changes and Corrections. The 2014 WP and WT agreements provide

that a WP or WT that is an FFI may obtain documentary evidence in accordance with the know-

your-customer (KYC) rules set forth in an attachment to the WP or WT agreement. The KYC

rules that have been approved for each jurisdiction are available at

http://www.irs.gov/Businesses/International-Businesses/List-of-Approved-KYC-Rules

l Changes and Corrections. The 2014 WP and WT agreements provide

that a WP or WT that is an FFI may obtain documentary evidence in accordance with the know-

your-customer (KYC) rules set forth in an attachment to the WP or WT agreement. The KYC

rules that have been approved for each jurisdiction are available at

http://www.irs.gov/Businesses/International-Businesses/List-of-Approved-KYC-Rules. Because

the KYC rules are readily accessible online, and because the IRS no longer provides signed

copies of a WP or WT agreement, the applicable KYC rules will no longer be attached to a WP

or WT agreement and references to an attachment to the WP or WT agreement are removed.

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The WP and WT agreements include revisions and corrections to several definitions in

section 2 of the WP or WT agreement. The definition of the term financial institution is revised

to correct a cross-reference and conform to the definition in §1.1471-1(b)(50). The definition of

the term foreign financial institution is revised to conform to the definition in §1.1471-1(b)(47).

Definitions are added for the terms nonqualified intermediary, nonreporting Model 1 FFI,

nonreporting Model 2 FFI, and (in the WP agreement only) foreign reverse hybrid entity. The

definition of the term certified deemed-compliant FFI is moved to section 2.08 of the WP or WT

agreement and revised to exclude registered deemed-compliant Model 1 IGA FFIs because

when the term certified deemed-compliant FFI was used in the 2014 WP and WT agreements,

registered deemed-compliant Model 1 IGA FFIs were excluded by a parenthetical. The

definition of the term registered deemed-compliant FFI is moved to section 2.63 of the WP

agreement and section 2.61 of the WT agreement and revised to exclude registered deemed-

compliant Model 1 IGA FFIs providing a chapter 4 withholding rate pool of U.S. payees

t FFI was used in the 2014 WP and WT agreements,

registered deemed-compliant Model 1 IGA FFIs were excluded by a parenthetical. The

definition of the term registered deemed-compliant FFI is moved to section 2.63 of the WP

agreement and section 2.61 of the WT agreement and revised to exclude registered deemed-

compliant Model 1 IGA FFIs providing a chapter 4 withholding rate pool of U.S. payees. The

inclusion of registered deemed-compliant Model 1 IGA FFIs in the definition of registered

deemed-compliant FFI is unnecessary because section 6.02(C) of the WP or WT agreement

already specifically identifies registered deemed-compliant Model 1 IGA FFIs as a category of

FFIs that may provide a U.S. payee pool. Finally, the definition of the term registered deemed-

compliant Model 1 IGA FFI is moved to section 2.64 of the WP agreement and section 2.62 of

the WT agreement.

In the 2014 WP and WT agreements, the term passthrough partner or passthrough

beneficiary or owner is defined as a direct or indirect partner, beneficiary, or owner of a WP or

WT that is a foreign intermediary or foreign flow-through entity. The term intermediary is

defined as any person that acts as a custodian, broker, nominee, or agent with respect to a

payment. However, a passthrough partner or passthrough beneficiary or owner should not

include a QI that assumes primary chapters 3 and 4 withholding responsibility with respect to

payments of U.S. source FDAP income or assumes primary Form 1099 reporting and backup

h entity. The term intermediary is

defined as any person that acts as a custodian, broker, nominee, or agent with respect to a

payment. However, a passthrough partner or passthrough beneficiary or owner should not

include a QI that assumes primary chapters 3 and 4 withholding responsibility with respect to

payments of U.S. source FDAP income or assumes primary Form 1099 reporting and backup

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withholding responsibility. Therefore, the definition of passthrough partner, beneficiary, or

owner is corrected to include a qualified intermediary that does not assume primary chapters 3

and 4 withholding responsibility with respect to payments of U.S. source FDAP income or

primary Form 1099 reporting and backup withholding responsibility.

Section 3.03 of the WP and WT agreements provides the general rule for withholding on

amounts subject to chapter 3 withholding and withholdable payments distributed to, or included

in the distributive share of, a foreign partner, beneficiary, or owner. The 2014 WP and WT

agreements do not provide a rule for when to report withholding on a distributive share when the

withholding occurs after the due date (including extensions) of Forms 1042-S. Section 3.03 of

the WP and WT agreements is revised to provide that if the date that is the earlier of the due

date for filing Schedule K-1 (or the statement required under section 6048(b)) or the date that

the Schedule K-1 (or the statement required under section 6048(b)) is actually furnished to the

partner, beneficiary, or owner, is after the due date (including extensions) for filing the WP's or

WT’s Forms 1042-S for the calendar year, the WP or WT must withhold and report the

withholding on the distributive share that relates to the prior calendar year as if it arises in the

subsequent calendar year

dule K-1 (or the statement required under section 6048(b)) is actually furnished to the

partner, beneficiary, or owner, is after the due date (including extensions) for filing the WP's or

WT’s Forms 1042-S for the calendar year, the WP or WT must withhold and report the

withholding on the distributive share that relates to the prior calendar year as if it arises in the

subsequent calendar year.

Under section 3.04 of the WP or WT agreement, a WP or WT may determine the

amount of withholding on a distribution based on an estimate of a partner’s, beneficiary’s, or

owner’s distributive share of income, provided that the WP or WT corrects the withholding to

reflect the partner’s, beneficiary’s, or owner’s actual distributive share on the earlier of the due

date for filing Schedule K-1 (or the statement required under section 6048(b)) or the date that

the Schedule K-1 (or the statement required under section 6048(b)) is actually furnished to the

partner, beneficiary, or owner. Section 3.04 of the WP and WT agreements is revised to require

a WP or WT to report any corrections made after the earlier of the due date (including

extensions) of Forms 1042-S or the date that Forms 1042-S are actually issued on Form 1042-S

for the subsequent calendar year. This revision is made to ensure that a WP or WT that has

14

already issued Forms 1042-S reports the corrections for the subsequent year rather than

amending the prior year Forms 1042-S.

.07 Effective Date and Term of the WP and WT Agreements. In Revenue Procedure

2017-15, the Treasury Department and the IRS announced that because the updated WP and

WT agreements would not be published before December 31, 2016, WPs and WTs with

agreements in effect on December 31, 2016, may continue to treat those agreements as in

effect until updated agreements are issued.

Section 12.01(A) of the WP and WT agreements provides that, in general, the effective

date of a WP or WT agreement depends on when the WP or WT application is submitted

ted WP and

WT agreements would not be published before December 31, 2016, WPs and WTs with

agreements in effect on December 31, 2016, may continue to treat those agreements as in

effect until updated agreements are issued.

Section 12.01(A) of the WP and WT agreements provides that, in general, the effective

date of a WP or WT agreement depends on when the WP or WT application is submitted. If a

WP or WT applies on or before March 31 of the calendar year and is approved for WP or WT

status, the WP or WT agreement will be effective January 1 of such calendar year. If a WP or

WT applies after March 31 and is approved in the same calendar year and receives reportable

amounts between January 1 of the year in which the application is submitted and the date of

approval, the WP or WT agreement will be effective January 1 of the following calendar year. If

a WP or WT that applies after March 31 does not receive any reportable amounts between

January 1 of the year in which the application is submitted and the date of approval, the WP or

WT agreement will be effective on the date the WP or WT is issued a WP-EIN or WT-EIN.

A special rule for calendar year 2017 provides that if a WP or WT is approved for WP or

WT status during calendar year 2017, the rules described in section 12.01(A) of the WP or WT

agreement apply, except that the terms of the WP or WT agreement effective from January 1,

2017, to the date of issuance of this revenue procedure will be the terms in the WP or WT

agreement in Revenue Procedure 2014-47, and the terms of the WP or WT agreement provided

in this revenue procedure will apply beginning on the date of issuance of this revenue

procedure.

The WP and WT agreements in sections 6 and 7 of this revenue procedure expire upon

the earlier of the date the WP or WT terminates under its partnership agreement or trust

will be the terms in the WP or WT

agreement in Revenue Procedure 2014-47, and the terms of the WP or WT agreement provided

in this revenue procedure will apply beginning on the date of issuance of this revenue

procedure.

The WP and WT agreements in sections 6 and 7 of this revenue procedure expire upon

the earlier of the date the WP or WT terminates under its partnership agreement or trust

15

instrument (as applicable) or the end of the sixth full calendar year the WP or WT agreement is

in effect, unless the WP or WT agreement is terminated under section 10.02 or 10.03 of the WP

or WT agreement.

SECTION 5. APPLICATION PROCEDURES FOR WP OR WT AGREEMENTS

.01 Prospective WP or WT. An entity seeking to enter into a WP or WT agreement must

submit Form 14345, “Application for Qualified Intermediary, Withholding Foreign Partnership, or

Withholding Foreign Trust Status,” online through the QI/WP/WT Application and Account

Management System accessible through the QI/WP/WT landing page available at

https://www.irs.gov/businesses/corporations/qualified-intermediary-system. The application

must also include any additional information and documentation requested by the IRS. The

application must establish, to the satisfaction of the IRS, that the applicant has adequate

resources and has established appropriate practices and procedures to comply with the terms

of the WP agreement or WT agreement. Questions regarding WP and WT applications may be

sent to lbi.fi.qiwpissues@irs.gov.

Prior to submitting Form 14345, a prospective WP or WT (other than an FFI that is a

retirement fund or an NFFE that is not a sponsoring entity) must submit Form 8957, “Foreign

Account Tax Compliance Act (FATCA) Registration,” through the FATCA registration website

available at www.irs.gov/FATCA to obtain a chapter 4 status of participating FFI, registered

deemed-compliant FFI, registered deemed-compliant Model 1 IGA FFI, or sponsoring entity

or WT (other than an FFI that is a

retirement fund or an NFFE that is not a sponsoring entity) must submit Form 8957, “Foreign

Account Tax Compliance Act (FATCA) Registration,” through the FATCA registration website

available at www.irs.gov/FATCA to obtain a chapter 4 status of participating FFI, registered

deemed-compliant FFI, registered deemed-compliant Model 1 IGA FFI, or sponsoring entity.

Upon completion of the registration process, a WP or WT described in the preceding sentence

will be issued a GIIN (which is separate from its WP-EIN or WT-EIN) to be used to identify its

chapter 4 status to withholding agents and to tax administrators, if applicable, and for FATCA

reporting to the extent required under its FATCA requirements.

If the IRS approves the WP or WT application, the IRS will send the WP or WT an

approval notice and the WP-EIN or WT-EIN assigned to the entity for fulfilling the requirements

of a WP or WT under the WP or WT agreement. A WP or WT that has been issued a GIIN

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must, within 90 days of the date of approval of its WP or WT application, update its FATCA

registration on the FATCA registration website to include its WP-EIN or WT-EIN.

The IRS will not enter into a WP or WT agreement with an FFI that provides for the use

of documentary evidence obtained under a jurisdiction's know-your-customer rules if it has not

approved that jurisdiction’s “know-your-customer” practices and procedures. A list of

jurisdictions with know-your-customer rules that the IRS has approved is available at

http://www.irs.gov/Businesses/International-Businesses/List-of-Approved-KYC-Rules. To

request IRS approval of a jurisdiction's know-your-customer rules, contact the KYC coordinator

in the IRS Foreign Intermediaries Program at lbi.fi.qiwpissues@irs.gov.

.02 Existing WP or WT

ces and procedures. A list of

jurisdictions with know-your-customer rules that the IRS has approved is available at

http://www.irs.gov/Businesses/International-Businesses/List-of-Approved-KYC-Rules. To

request IRS approval of a jurisdiction's know-your-customer rules, contact the KYC coordinator

in the IRS Foreign Intermediaries Program at lbi.fi.qiwpissues@irs.gov.

.02 Existing WP or WT. A WP or WT that has executed a WP or WT agreement and

seeks to renew its WP or WT agreement must do so online through the QI/WP/WT Application

and Account Management System and include the information requested for renewal of its WP

or WT status. A WP or WT will retain its previously issued WP-EIN or WT-EIN for fulfilling the

requirements of a WP or WT under chapters 3 and 4.

.03 Contact Information. For questions regarding the WP and WT application process,

contact the Foreign Intermediaries Program at lbi.fi.qiwpissues@irs.gov.

SECTION 6. Withholding Foreign Partnership Agreement

Section 1. PURPOSE AND SCOPE

Section 2. DEFINITIONS

Section 3. WITHHOLDING RESPONSIBILITY

Section 4. DOCUMENTATION REQUIREMENTS

Section 5. WITHHOLDING FOREIGN PARTNERSHIP WITHHOLDING CERTIFICATE

Section 6. TAX RETURN AND INFORMATION REPORTING OBLIGATIONS

Section 7. ADJUSTMENTS FOR OVER- AND UNDERWITHHOLDING; REFUNDS

Section 8. COMPLIANCE PROCEDURES

Section 9. CERTAIN PARTNERSHIPS AND TRUSTS AND INDIRECT PARTNERS

Section 10. EXPIRATION, TERMINATION AND DEFAULT

Section 11. MISCELLANEOUS PROVISIONS

TATION REQUIREMENTS

Section 5. WITHHOLDING FOREIGN PARTNERSHIP WITHHOLDING CERTIFICATE

Section 6. TAX RETURN AND INFORMATION REPORTING OBLIGATIONS

Section 7. ADJUSTMENTS FOR OVER- AND UNDERWITHHOLDING; REFUNDS

Section 8. COMPLIANCE PROCEDURES

Section 9. CERTAIN PARTNERSHIPS AND TRUSTS AND INDIRECT PARTNERS

Section 10. EXPIRATION, TERMINATION AND DEFAULT

Section 11. MISCELLANEOUS PROVISIONS

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Section 12. EFFECTIVE DATE OF AGREEMENT

The text of the WP agreement is set forth below. The IRS will not provide signed copies of the

WP agreement. A reporting Model 2 FFI should interpret this Agreement by substituting the

term “reporting Model 2 FFI” for “participating FFI” throughout this Agreement, except in cases

where this Agreement explicitly refers to a reporting Model 2 FFI. A reporting Model 1 FFI and a

nonreporting Model 2 FFI treated as a registered deemed-compliant FFI should apply this

Agreement by substituting the term “reporting Model 1 FFI” or “nonreporting Model 2 FFI,” as

applicable, for “registered deemed-compliant FFI” throughout this Agreement, except in cases

where this Agreement explicitly refers to a reporting Model 1 FFI or nonreporting Model 2 FFI

treated as a registered deemed-compliant FFI.

WHEREAS, WP has submitted an application in accordance with this revenue

procedure to be a withholding foreign partnership for purposes of §1.1441-5(c)(2);

WHEREAS, WP and the IRS desire to enter into an agreement to establish

WP's rights and obligations regarding documentation, withholding, information

reporting, tax return filing, deposits, and refund procedures under sections 1441,

1442, 1443, 1461, 1471, 1472, 1474, 6031, 6302, 6402, and 6414 with respect to

certain types of payments;

WHEREAS, WP represents that there are no legal restrictions that prohibit it

from complying with the requirements of this Agreement;

WHEREAS, if WP is a foreign financial institution (other than a retirement fund),

WP represents that it has agreed to comply with the requirements of the

1442, 1443, 1461, 1471, 1472, 1474, 6031, 6302, 6402, and 6414 with respect to

certain types of payments;

WHEREAS, WP represents that there are no legal restrictions that prohibit it

from complying with the requirements of this Agreement;

WHEREAS, if WP is a foreign financial institution (other than a retirement fund),

WP represents that it has agreed to comply with the requirements of the FFI

agreement, in the case of a participating FFI (including a reporting Model 2 FFI);

§1.1471-5(f)(1) or the applicable Model 2 IGA, in the case of a registered deemed-

compliant FFI (other than a reporting Model 1 FFI); or an applicable Model 1 IGA, in

the case of a reporting Model 1 FFI or a registered deemed-compliant Model 1 IGA

FFI beginning on the effective date of this Agreement;

NOW, THEREFORE, in consideration of the following terms, representations, and

conditions, the parties agree as follows:

Section 1. PURPOSE AND SCOPE

Sec. 1.01. General Obligations. When the IRS enters into a WP agreement with a foreign

person, that foreign person becomes a WP. Except as otherwise provided in this Agreement,

WP's obligations with respect to income distributed to, or included in the distributive shares of,

its partners are governed by the Internal Revenue Code and the regulations thereunder. WP

must act in its capacity as a withholding foreign partnership pursuant to this Agreement for

reportable amounts that are distributed to, or included in the distributive share of, WP’s direct

partners. Notwithstanding the preceding sentence, this Agreement only allows a foreign reverse

hybrid entity to obtain reduced rates of withholding under tax treaties for foreign interest holders,

and requires the foreign reverse hybrid entity to comply with U.S. reporting obligations under the

passive foreign investment company (PFIC) rules and chapter 4

he distributive share of, WP’s direct

partners. Notwithstanding the preceding sentence, this Agreement only allows a foreign reverse

hybrid entity to obtain reduced rates of withholding under tax treaties for foreign interest holders,

and requires the foreign reverse hybrid entity to comply with U.S. reporting obligations under the

passive foreign investment company (PFIC) rules and chapter 4. WP may also act as a

withholding foreign partnership for reportable amounts that are distributed to, or included in the

distributive share of, a partner, beneficiary, or owner of a passthrough partner (i.e., an indirect

partner of WP) if such indirect partner is not a U.S. non-exempt recipient. Notwithstanding the

preceding sentence, a WP may act as a withholding foreign partnership for an indirect partner

that is a U.S. non-exempt recipient if such partner is included in the passthrough partner’s

chapter 4 withholding rate pool (as defined in section 2.15 of this Agreement) of U.S. payees or

recalcitrant account holders provided on the FFI withholding statement (as defined in section

2.26 of this Agreement) of the passthrough partner.

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WP is not required to act as a withholding foreign partnership for payments that it distributes to,

or includes in the distributive share of, a passthrough partner or indirect partner. With respect to

an indirect partner for which WP does not (or cannot) act as a withholding foreign partnership,

WP must, as part of its WP agreement, comply with the requirements of a withholding agent, as

applicable to a nonwithholding foreign partnership under chapters 3 and 4. WP (regardless of

whether it is an FFI or NFFE) must also, pursuant to this Agreement, assume primary reporting

responsibility for purposes of section 1472

hich WP does not (or cannot) act as a withholding foreign partnership,

WP must, as part of its WP agreement, comply with the requirements of a withholding agent, as

applicable to a nonwithholding foreign partnership under chapters 3 and 4. WP (regardless of

whether it is an FFI or NFFE) must also, pursuant to this Agreement, assume primary reporting

responsibility for purposes of section 1472.

If WP is an FFI, the requirements WP has agreed to as a participating FFI, registered deemed-

compliant FFI, or registered deemed-compliant Model 1 IGA FFI apply in addition to the

requirements under this Agreement except to the extent specifically modified by this Agreement.

This Agreement references WP’s FATCA requirements when necessary to facilitate

coordination with a WP’s obligations under this Agreement with respect to its partners. A

participating FFI’s obligations are provided in the FFI agreement, a registered deemed-

compliant FFI’s (other than a reporting Model 1 FFI’s) obligations are provided in §1.1471-5(f)(1)

or the applicable Model 2 IGA, and the obligations of a reporting Model 1 FFI or a registered

deemed-compliant Model 1 IGA FFI are provided in the applicable Model 1 IGA.

If WP is an NFFE, WP must comply with the requirements of a withholding agent under sections

1471 and 1472, which are provided in this Agreement.

If a WP acts as a sponsoring entity on behalf of a sponsored FFI or sponsored direct reporting

NFFE, it must comply with the due diligence, withholding, reporting, and compliance

requirements of a sponsoring entity in addition to its requirements under this Agreement.

Sec. 1.02. Parties to the Agreement. This Agreement applies to WP and the IRS.

Section 2. DEFINITIONS

For purposes of this Agreement, unless otherwise specified in this Agreement, the terms listed

in this section 2 are defined herein

comply with the due diligence, withholding, reporting, and compliance

requirements of a sponsoring entity in addition to its requirements under this Agreement.

Sec. 1.02. Parties to the Agreement. This Agreement applies to WP and the IRS.

Section 2. DEFINITIONS

For purposes of this Agreement, unless otherwise specified in this Agreement, the terms listed

in this section 2 are defined herein. Any term not defined in this section has the same meaning

that it has under the Code, including the income tax regulations under the Code, any applicable

income tax treaty, or any applicable Model 1 IGA or Model 2 IGA with respect to WP’s FATCA

requirements as a participating FFI, registered deemed-compliant FFI, or registered deemed-

compliant Model 1 IGA FFI.

Sec. 2.01. Account. “Account” has the meaning given to that term in §1.1471-1(b)(1) with

respect to WP’s FATCA requirements.

Sec. 2.02. Account Holder. “Account Holder” has the meaning given to that term in §1.1471-

1(b)(2) with respect to WP’s FATCA requirements with respect to an account that it maintains

within the meaning of §1.1471-5(b)(5).

Sec. 2.03. Agreement. "Agreement" means this Agreement between WP and the IRS, the

Appendix to this Agreement and WP’s application to become a withholding foreign partnership.

The Appendix to this Agreement and WP's application are incorporated into this Agreement by

reference.

Sec. 2.04. Amount Subject to Chapter 3 Withholding. An "amount subject to chapter 3

withholding" is an amount described in §1.1441-2(a), regardless of whether such amount is

withheld upon.

Sec. 2.05. Amount Subject to Chapter 4 Withholding. An “amount subject to chapter 4

withholding” is a withholdable payment (as defined in section 2.81 of this Agreement) for which

withholding is required under chapter 4 or an amount for which withholding was otherwise

applied under chapter 4.

olding" is an amount described in §1.1441-2(a), regardless of whether such amount is

withheld upon.

Sec. 2.05. Amount Subject to Chapter 4 Withholding. An “amount subject to chapter 4

withholding” is a withholdable payment (as defined in section 2.81 of this Agreement) for which

withholding is required under chapter 4 or an amount for which withholding was otherwise

applied under chapter 4.

19

Sec. 2.06. Assuming Primary Withholding Responsibility. “Assuming primary withholding

responsibility” refers to when a WP assumes primary chapters 3 and 4 withholding responsibility

with respect to amounts subject to chapter 3 or 4 withholding under the terms of the WP

agreement. Generally, a WP assuming primary chapters 3 and 4 withholding responsibility

relieves the person who makes a payment to the WP from the responsibility to withhold. See

sections 3.03 and 3.04 of this Agreement for when WP is required to withhold under this

Agreement.

Sec. 2.07. Beneficial Owner. A “beneficial owner” has the meaning given to that term in

§1.1441-1(c)(6).

Sec. 2.08. Certified Deemed-Compliant FFI. “Certified deemed-compliant FFI” means an FFI

described in §1.1471-5(f)(2), and includes a nonreporting Model 1 FFI and a nonreporting Model

2 FFI that is treated as a certified deemed-compliant FFI.

Sec. 2.09. Chapter 3. Any reference to "chapter 3 of the Code" or “chapter 3” means sections

1441, 1442, 1443, 1461, 1463, and 1464.

Sec. 2.10. Chapter 3 Reporting Pool. A chapter 3 reporting pool means a reporting pool

described in section 6.02(D) of this Agreement.

Sec. 2.11. Chapter 3 Status. The term “chapter 3 status” refers to the attributes of a payee

(and a partner of WP for purposes of this Agreement) relevant for determining the rate of

withholding with respect to a payment made to the payee for purposes of chapter 3.

Sec. 2.12. Chapter 4. Any reference to “chapter 4 of the Code” or “chapter 4” means sections

1471, 1472, 1473, and 1474.

Sec. 2.13. Chapter 4 Reporting Pool

. The term “chapter 3 status” refers to the attributes of a payee

(and a partner of WP for purposes of this Agreement) relevant for determining the rate of

withholding with respect to a payment made to the payee for purposes of chapter 3.

Sec. 2.12. Chapter 4. Any reference to “chapter 4 of the Code” or “chapter 4” means sections

1471, 1472, 1473, and 1474.

Sec. 2.13. Chapter 4 Reporting Pool. A chapter 4 reporting pool means a reporting pool

described in section 6.02(C) of this Agreement.

Sec. 2.14. Chapter 4 Status. “Chapter 4 status” means the status of a person as a U.S. person,

specified U.S. person, an individual that is a foreign person, a participating FFI, a deemed-

compliant FFI, a restricted distributor, an exempt beneficial owner, a nonparticipating FFI, a

territory financial institution, an excepted NFFE, or a passive NFFE.

Sec. 2.15. Chapter 4 Withholding Rate Pool. A “chapter 4 withholding rate pool” means a

pool of payees that are nonparticipating FFIs provided on a chapter 4 withholding statement (as

described in §1.1471-3(c)(3)(iii)(B)(3)) to which a withholdable payment is allocated. The term

chapter 4 withholding rate pool also means a pool of payees provided on an FFI withholding

statement (as described in §1.1471-3(c)(3)(iii)(B)(2)) to which a withholdable payment is

allocated to --

(A) A pool of payees consisting of each class of recalcitrant account holders described in

§1.1471-4(d)(6) (or with respect to an FFI that is a QI, a single pool of recalcitrant account

holders that is not subdivided into classes of recalcitrant account holders described in §1.1471-

4(d)(6)), including a separate pool of account holders to which the escrow procedures for

dormant accounts apply; or

(B) A pool of payees that are U.S. persons as described in §1.1471-3(c)(3)(iii)(B)(2).

Sec. 2.16. Deemed-Compliant FFI

to an FFI that is a QI, a single pool of recalcitrant account

holders that is not subdivided into classes of recalcitrant account holders described in §1.1471-

4(d)(6)), including a separate pool of account holders to which the escrow procedures for

dormant accounts apply; or

(B) A pool of payees that are U.S. persons as described in §1.1471-3(c)(3)(iii)(B)(2).

Sec. 2.16. Deemed-Compliant FFI. “Deemed-compliant FFI” means a certified deemed-

compliant FFI, registered deemed-compliant FFI, or registered deemed-compliant Model 1 IGA

FFI that is treated, pursuant to section 1471(b)(2) and §1.1471-5(f), as meeting the

requirements of section 1471(b). For the definition of certified deemed-compliant FFI, see

section 2.08 of this Agreement. For the definition of registered deemed-compliant FFI, see

20

section 2.63 of this Agreement. For the definition of registered deemed-compliant Model 1 IGA

FFI, see section 2.64 of this Agreement.

Sec. 2.17. Direct Partner. A “direct partner” means a partner that is not an indirect partner (as

defined in section 2.40 of this Agreement).

Sec. 2.18. Documentary Evidence. “Documentary evidence” means any documentation

obtained under the appropriate know-your-customer rules (as defined in section 2.42 of this

Agreement), or any documentary evidence described in §1.1441-6 sufficient to establish

entitlement to a reduced rate of withholding under an income tax treaty. Documentary evidence

does not include a Form W-8 or Form W-9 (or an acceptable substitute Form W-8 or Form W-9).

Sec. 2.19. Documentation. “Documentation” means any valid Form W-8, Form W-9 (or

acceptable substitute Form W-8 or Form W-9), or documentary evidence, as defined in section

2.18 of this Agreement, including all statements or other information required to be associated

with the form or documentary evidence.

Sec. 2.20. Excepted NFFE. “Excepted NFFE” means a person described in §1.1471-1(b)(41).

Sec. 2.21. Exempt Beneficial Owner

ation” means any valid Form W-8, Form W-9 (or

acceptable substitute Form W-8 or Form W-9), or documentary evidence, as defined in section

2.18 of this Agreement, including all statements or other information required to be associated

with the form or documentary evidence.

Sec. 2.20. Excepted NFFE. “Excepted NFFE” means a person described in §1.1471-1(b)(41).

Sec. 2.21. Exempt Beneficial Owner. “Exempt beneficial owner” means a person described in

§1.1471-1(b)(42) and includes any person that is treated as an exempt beneficial owner under

an applicable Model 1 IGA or Model 2 IGA.

Sec. 2.22. Exempt Recipient. An “exempt recipient” means a person described in §1.6049-

4(c)(1)(ii) (for interest, dividends, and royalties), a person described in §1.6045-2(b)(2)(i) (for

broker proceeds), and a person described in §1.6041-3(q) (for rents, amounts paid on notional

principal contracts, and other fixed or determinable income), for which no Form 1099 reporting

is required. Exempt recipients are not exempt from reporting or withholding under chapter 3 or

4.

Sec. 2.23. FATCA Requirements as a Participating FFI, Registered Deemed-Compliant

FFI, or Registered Deemed-Compliant Model 1 IGA FFI. “FATCA requirements as a

participating FFI, registered deemed-compliant FFI, or registered deemed-compliant Model 1

IGA FFI” means:

(A) For a participating FFI, the requirements set forth in the FFI agreement;

(B) For a registered deemed-compliant FFI (other than a reporting Model 1 FFI), the

requirements under §1.1471-5(f)(1) or the applicable Model 2 IGA; or

(C) For a reporting Model 1 FFI and a registered deemed-compliant Model 1 IGA FFI, the

requirements under applicable foreign law to implement the applicable Model 1 IGA.

Sec. 2.24. Financial Institution (FI). “Financial institution” or “FI” has the meaning set forth in

§1.1471-5(e) and includes a financial institution as defined under an applicable Model 1 IGA or

Model 2 IGA.

Sec. 2.25. FFI Agreement

a reporting Model 1 FFI and a registered deemed-compliant Model 1 IGA FFI, the

requirements under applicable foreign law to implement the applicable Model 1 IGA.

Sec. 2.24. Financial Institution (FI). “Financial institution” or “FI” has the meaning set forth in

§1.1471-5(e) and includes a financial institution as defined under an applicable Model 1 IGA or

Model 2 IGA.

Sec. 2.25. FFI Agreement. “FFI agreement” means an agreement of a participating FFI

described in §1.1471-4(a) and published in Revenue Procedure 2014-38, 2014-29 I.R.B.132 (as

updated or superseded by any subsequent revenue procedure).

Sec. 2.26. FFI Withholding Statement. An “FFI withholding statement” means a withholding

statement provided by an FFI that meets the requirements of §1.1471-3(c)(3)(iii)(B)(1) and (2).

Sec. 2.27. Flow-Through Entity. A “flow-through entity” is a foreign partnership described in

§301.7701-2 or 3 (other than a withholding foreign partnership), a foreign trust that is described

in section 651(a) (other than a withholding foreign trust), or a foreign trust if all or a portion of

such trust is treated as owned by the grantor or other person under sections 671 through 679.

21

With respect to an item of U.S. source FDAP income for which a treaty benefit is claimed, an

entity is also a flow-through entity to the extent it is treated as fiscally transparent under section

894 and the regulations thereunder.

Sec. 2.28. Foreign Financial Institution (FFI). “Foreign financial institution” or “FFI” has the

meaning set forth in §1.1471-5(d).

Sec. 2.29. Foreign TIN. A “foreign TIN” is a taxpayer identification number issued by a foreign

person’s country of residence.

Sec. 2.30. Foreign Person. A "foreign person" is any person that is not a U.S. person and

includes a nonresident alien individual, a foreign corporation, a foreign partnership, a foreign

trust, and a foreign estate, as those terms are defined in section 7701 of the Code

c. 2.29. Foreign TIN. A “foreign TIN” is a taxpayer identification number issued by a foreign

person’s country of residence.

Sec. 2.30. Foreign Person. A "foreign person" is any person that is not a U.S. person and

includes a nonresident alien individual, a foreign corporation, a foreign partnership, a foreign

trust, and a foreign estate, as those terms are defined in section 7701 of the Code. For

purposes of chapters 3 and 4, the term “foreign person” also means, with respect to a payment

by a withholding agent, a foreign branch (including a foreign disregarded entity) of a U.S. person

that provides a valid Form W-8IMY on which it represents that it is a QI.

Sec. 2.31. Foreign Reverse Hybrid Entity. A “foreign reverse hybrid entity” means an entity

organized or incorporated outside of the United States that is treated as a corporation for U.S.

federal income tax purposes but is fiscally transparent (within the meaning of §1.894-1(d)(3)(ii))

under the laws of the country in which it is organized with respect to the items of income paid to

the entity.

Sec. 2.32. Form W-8. “Form W-8” means IRS Form W-8BEN, Certificate of Foreign Status of

Beneficial Owner for United States Tax Withholding (Individuals); IRS Form W-8BEN-E,

Certificate of Status of Beneficial Owner for United States Tax Withholding and Reporting

(Entities), IRS Form W-8ECI, Certificate of Foreign Person's Claim That Income is Effectively

Connected With the Conduct of a Trade or Business in the United States; IRS Form W-8EXP,

Certificate of Foreign Government or Other Foreign Organization for United States Tax

Withholding and Reporting; and IRS Form W-8IMY, Certificate of Foreign Intermediary, Foreign

Flow-Through Entity, or Certain U.S. Branches for United States Tax Withholding and

Reporting, as appropriate. It also includes any acceptable substitute Form W-8 described under

§§1.1441-1(e)(4)(vi) and 1.1471-3(c)(6)(v).

Sec. 2.33. Form W-9

ernment or Other Foreign Organization for United States Tax

Withholding and Reporting; and IRS Form W-8IMY, Certificate of Foreign Intermediary, Foreign

Flow-Through Entity, or Certain U.S. Branches for United States Tax Withholding and

Reporting, as appropriate. It also includes any acceptable substitute Form W-8 described under

§§1.1441-1(e)(4)(vi) and 1.1471-3(c)(6)(v).

Sec. 2.33. Form W-9. "Form W-9" means IRS Form W-9, Request for Taxpayer Identification

Number and Certification, or any acceptable substitute Form W-9 as described under

§31.3406(h)-3(c).

Sec. 2.34. Form 1042. "Form 1042" means IRS Form 1042, Annual Withholding Tax Return for

U.S. Source Income of Foreign Persons.

Sec. 2.35. Form 1042-S. "Form 1042-S" means IRS Form 1042-S, Foreign Person's U.S.

Source Income Subject to Withholding.

Sec. 2.36. Form 1065. "Form 1065" means IRS Form 1065, U.S. Return of Partnership Income,

including Schedules K-1 associated with that form.

Sec. 2.37. Form 1099. “Form 1099” means IRS Form 1099-B, Proceeds From Broker and

Barter Exchange Transactions; IRS Form 1099-DIV, Dividends and Distributions; IRS Form

1099-INT, Interest Income; IRS Form 1099-MISC, Miscellaneous Income; IRS Form 1099-OID,

Original Issue Discount; and any other form in the IRS Form 1099 series appropriate to the type

of payment required to be reported.

Sec. 2.38. Form 8966. “Form 8966” means IRS Form 8966, FATCA Report.

Sec. 2.39. Global Intermediary Identification Number (GIIN). “Global intermediary

identification number” or “GIIN” means the identification number that is assigned by the IRS to a

orm 1099-OID,

Original Issue Discount; and any other form in the IRS Form 1099 series appropriate to the type

of payment required to be reported.

Sec. 2.38. Form 8966. “Form 8966” means IRS Form 8966, FATCA Report.

Sec. 2.39. Global Intermediary Identification Number (GIIN). “Global intermediary

identification number” or “GIIN” means the identification number that is assigned by the IRS to a

22

participating FFI, registered deemed-compliant FFI, direct reporting NFFE, or sponsoring entity.

The term also includes the identification number assigned by the IRS to a reporting Model 1 FFI

or registered deemed-compliant Model 1 IGA FFI for the purpose of identifying itself to

withholding agents.

Sec. 2.40. Indirect Partner. An “indirect partner” is a person that owns a partnership interest in

WP through one or more passthrough partners (as defined in section 2.56 of this Agreement).

For example, a person that holds an account with a foreign intermediary or an interest in a flow-

through entity which intermediary or flow-through entity, in turn, is a direct partner of WP is an

indirect partner. A person is an indirect partner of WP even if there are multiple tiers of

intermediaries or flow-through entities between the person and WP.

Sec. 2.41. Intermediary. An "intermediary" means a person that, for that payment, acts as a

custodian, broker, nominee, or otherwise as an agent for another person, regardless of whether

such other person is the beneficial owner of the amount paid, a flow-through entity, or another

intermediary.

Sec. 2.42. Know-Your-Customer Rules. “Know-your-customer rules” refers to the applicable

laws, regulations, rules, and administrative practices and procedures governing the

requirements of certain WPs that are FFIs to obtain documentation confirming the identity of

WP’s direct partners

ch other person is the beneficial owner of the amount paid, a flow-through entity, or another

intermediary.

Sec. 2.42. Know-Your-Customer Rules. “Know-your-customer rules” refers to the applicable

laws, regulations, rules, and administrative practices and procedures governing the

requirements of certain WPs that are FFIs to obtain documentation confirming the identity of

WP’s direct partners. A list of jurisdictions for which the IRS has received know-your-customer

information and for which the know-your-customer rules and specified documentation are

acceptable is available at: http://www.irs.gov/Businesses/International-Businesses/List-of-

Approved-KYC-Rules.

Sec. 2.43. Marketable Securities. For purposes of this Agreement, the term “marketable

securities” means those securities described in §1.1441-6 for which a U.S. TIN or foreign TIN is

not required to be provided by the beneficial owner to obtain treaty benefits.

Sec. 2.44. Non-Consenting U.S. Account. For purposes of a reporting Model 2 FFI, “non-

consenting U.S. account” has the meaning that such term has under the applicable Model 2

IGA.

Sec. 2.45. Non-Exempt Recipient. A “non-exempt recipient” means a person that is not an

exempt recipient under the definition in section 2.22 of this Agreement.

Sec. 2.46. Non-Financial Foreign Entity (NFFE). A “non-financial foreign entity” or “NFFE”

means a foreign entity that is not a financial institution (including an entity that is incorporated or

organized under the laws of any U.S. territory and that is not a financial institution). The term

also means a foreign entity treated as an NFFE pursuant to a Model 1 IGA or Model 2 IGA.

Sec. 2.47. Nonparticipating FFI. A “nonparticipating FFI” means an FFI other than a

participating FFI, a deemed-compliant FFI, or an exempt beneficial owner.

Sec. 2.48. Nonqualified Intermediary. A “nonqualified intermediary” is any intermediary that is

not a qualified intermediary

nstitution). The term

also means a foreign entity treated as an NFFE pursuant to a Model 1 IGA or Model 2 IGA.

Sec. 2.47. Nonparticipating FFI. A “nonparticipating FFI” means an FFI other than a

participating FFI, a deemed-compliant FFI, or an exempt beneficial owner.

Sec. 2.48. Nonqualified Intermediary. A “nonqualified intermediary” is any intermediary that is

not a qualified intermediary. A nonqualified intermediary includes any intermediary that is a

foreign person unless such person enters an agreement to be a qualified intermediary and acts

in such capacity. A nonqualified intermediary also includes an intermediary that is a territory

financial institution (as defined in §1.1471-1(b)(130)) unless such institution agrees to be treated

as a U.S. person.

Sec. 2.49. Nonreporting Model 1 FFI. A “nonreporting Model 1 FFI” means a nonreporting

financial institution described in Annex II of a Model 1 IGA.

Sec. 2.50. Nonreporting Model 2 FFI. A “nonreporting Model 2 FFI” means a nonreporting

financial institution described in Annex II of a Model 2 IGA.

23

Sec. 2.51. Nonwithholding Foreign Partnership (NWP). A “nonwithholding foreign

partnership” means a foreign partnership other than a withholding foreign partnership, as

defined in §1.1441–5(c)(2).

Sec. 2.52. Nonwithholding Foreign Trust (NWT). A “nonwithholding foreign trust” means a

foreign trust (as defined in section 7701(a)(31)(B)) that is a foreign simple trust or a foreign

grantor trust and that is not a withholding foreign trust (as defined in section 2.85 of this

Agreement).

Sec. 2.53. Overwithholding

r than a withholding foreign partnership, as

defined in §1.1441–5(c)(2).

Sec. 2.52. Nonwithholding Foreign Trust (NWT). A “nonwithholding foreign trust” means a

foreign trust (as defined in section 7701(a)(31)(B)) that is a foreign simple trust or a foreign

grantor trust and that is not a withholding foreign trust (as defined in section 2.85 of this

Agreement).

Sec. 2.53. Overwithholding. The term "overwithholding" means any amount actually withheld

(determined before application of the adjustment procedures described in section 7.01 of this

Agreement) from an item of income or other payment that is in excess of:

(A) The amount required to be withheld under chapter 4 with respect to such item of income or

other payment, if applicable, and

(B) In the case of an amount subject to chapter 3 withholding, the actual tax liability of the

beneficial owner of the income or payment to which the withheld amount is attributable,

regardless of whether such overwithholding was in error or appeared correct at the time it

occurred. For purposes of section 3406, the term “overwithholding” means the excess of the

amount actually withheld under section 3406 over the amount required to be withheld.

Sec. 2.54. Participating FFI. A “participating FFI” is defined in §1.1471-1(b)(91).

Sec. 2.55. Partnership and Partner. The terms "partnership" and "partner" are defined in

section 7701(a)(2) of the Code and the regulations thereunder. For purposes of chapter 4,

“partner” means an account holder, as defined in section 2.02 of this Agreement, with respect to

a WP that is an FFI

o be withheld.

Sec. 2.54. Participating FFI. A “participating FFI” is defined in §1.1471-1(b)(91).

Sec. 2.55. Partnership and Partner. The terms "partnership" and "partner" are defined in

section 7701(a)(2) of the Code and the regulations thereunder. For purposes of chapter 4,

“partner” means an account holder, as defined in section 2.02 of this Agreement, with respect to

a WP that is an FFI. For purposes of a foreign reverse hybrid entity, the term “partner” includes

a foreign interest holder of a foreign reverse hybrid entity, when the foreign reverse hybrid entity

is treated as fiscally transparent under the tax laws of the interest holder’s country of residence

(within the meaning of §1.894-1(d)(3)(iii)) with respect to the item of income paid to the foreign

reverse hybrid entity, and the interest holder itself is not treated as fiscally transparent under the

tax laws of the interest holder’s country of residence.

Sec. 2.56. Passthrough Partner. A “passthrough partner” is a direct or indirect partner of WP

that is a nonqualified intermediary, a qualified intermediary that does not assume primary

chapters 3 and 4 withholding responsibility with respect to payments of U.S. source FDAP

income or primary Form 1099 reporting and backup withholding responsibility, or a flow-through

entity. As provided in section 2.27 of this Agreement, a withholding foreign partnership or

withholding foreign trust is not a flow-through entity and thus is not a passthrough partner.

Sec. 2.57. Payee. For purposes of chapter 3, a “payee” is defined in §1.1441-1(c)(12), and for

purposes of chapter 4, a “payee” means a person described in §1.1471-3(a).

Sec. 2.58. Payment. A "payment" means an amount considered made to a person if that

person realizes income whether or not such income results from an actual transfer of cash or

other property. See §1.1441-2(e).

Sec. 2.59. Payor

. 2.57. Payee. For purposes of chapter 3, a “payee” is defined in §1.1441-1(c)(12), and for

purposes of chapter 4, a “payee” means a person described in §1.1471-3(a).

Sec. 2.58. Payment. A "payment" means an amount considered made to a person if that

person realizes income whether or not such income results from an actual transfer of cash or

other property. See §1.1441-2(e).

Sec. 2.59. Payor. A “payor” is defined in §31.3406(a)-2 and §1.6049-4(a)(2) and generally

means any person required to make an information return under chapter 61.

Sec. 2.60. Pooled Reporting (PR) Election. A "pooled reporting election" or “PR election” is an

election to pool report chapter 3 reporting pools on Form 1042-S for chapter 3 purposes as

described in section 6.02(D) of this Agreement.

Sec. 2.61. Qualified Intermediary (QI). A “qualified intermediary” or “QI” is a person (or

branch) described in §1.1441-1(e)(5)(ii) that has in effect an agreement with the IRS to be

24

treated as a QI and acts as a QI. See Rev. Proc. 2017-15, 2017-03 I.R.B. 437 (as updated or

superseded by any subsequent revenue procedure), for the QI Agreement.

Sec. 2.62. Recalcitrant Account Holder. A “recalcitrant account holder” means a person

described in §1.1471-5(g).

Sec. 2.63. Registered Deemed-Compliant FFI. “Registered deemed-compliant FFI” means an

FFI described in §1.1471-5(f)(1) and includes a reporting Model 1 FFI and a nonreporting Model

2 FFI that is treated as a registered deemed-compliant FFI.

Sec. 2.64. Registered Deemed-Compliant Model 1 IGA FFI. “Registered deemed-compliant

Model 1 IGA FFI” means an FFI treated as a deemed-compliant FFI under an applicable Model

1 IGA that is subject to similar due diligence and reporting requirements with respect to U.S.

accounts as those applicable to a registered deemed-compliant FFI under §1.1471-5(f)(1),

including the requirement to register with the IRS.

Sec. 2.65. Reportable Amount. A “reportable amount” means U.S

pliant

Model 1 IGA FFI” means an FFI treated as a deemed-compliant FFI under an applicable Model

1 IGA that is subject to similar due diligence and reporting requirements with respect to U.S.

accounts as those applicable to a registered deemed-compliant FFI under §1.1471-5(f)(1),

including the requirement to register with the IRS.

Sec. 2.65. Reportable Amount. A “reportable amount” means U.S. source FDAP income that

is an amount subject to chapter 3 withholding (as defined in section 2.04 of this Agreement),

U.S. source deposit interest (as defined in section 871(i)(2)(A)), and U.S. source interest or

original issue discount paid on the redemption of short-term obligations (as defined in section

871(g)(1)(B)(i)). The term does not include payments on deposits with banks and other financial

institutions that remain on deposit for two weeks or less. It also does not include amounts of

original issue discount arising from a sale and repurchase transaction completed within a period

of two weeks or less, or amounts described in §1.6049-5(b)(7), (10), or (11) (relating to certain

foreign targeted registered obligations and certain obligations issued in bearer form).

Sec. 2.66. Reporting Model 1 FFI. A “reporting Model 1 FFI” means an FFI with respect to

which a foreign government or agency thereof agrees to obtain and exchange information

pursuant to a Model 1 IGA, other than an FFI that is treated as a nonreporting Model 1 FFI

(including a registered deemed-compliant Model 1 IGA FFI) or nonparticipating FFI under an

applicable Model 1 IGA.

Sec. 2.67. Reporting Pool. A “reporting pool” is defined in section 6.02(A) of this Agreement.

Sec. 2.68. Responsible Officer

ent or agency thereof agrees to obtain and exchange information

pursuant to a Model 1 IGA, other than an FFI that is treated as a nonreporting Model 1 FFI

(including a registered deemed-compliant Model 1 IGA FFI) or nonparticipating FFI under an

applicable Model 1 IGA.

Sec. 2.67. Reporting Pool. A “reporting pool” is defined in section 6.02(A) of this Agreement.

Sec. 2.68. Responsible Officer. A “responsible officer” of a WP means a partner of WP or an

officer or agent of the general partner of WP with sufficient authority to fulfill the duties of a

responsible officer as described in section 8 of this Agreement, including the requirements to

periodically certify and to respond to requests by the IRS for additional information to review

WP’s compliance with this Agreement.

Sec. 2.69. Retirement Fund. A “retirement fund” means a retirement fund or other fund that is

an exempt beneficial owner described in §1.1471-6(f) or a similar fund that qualifies as an

exempt beneficial owner under an applicable Model 1 IGA or Model 2 IGA.

Sec. 2.70. Schedule K-1. "Schedule K-1" or "K-1" is a schedule associated with Form 1065 that

shows each partner's separate share of partnership’s income, credits, deductions, etc.

Sec. 2.71. Sponsored Direct Reporting NFFE. The term “sponsored direct reporting NFFE”

has the meaning set forth in §1.1472-1(c)(5).

Sec. 2.72. Sponsored FFI. The term “sponsored FFI” means any entity described in §1.1471-

5(f)(1)(i)(F) (sponsored investment entities and sponsored controlled foreign corporations) or

§1.1471-5(f)(2)(iii) (sponsored, closely held investment vehicles).

Sec. 2.73. Sponsoring Entity. “Sponsoring entity” means (i) an entity that registers with the

IRS and agrees to perform the due diligence, withholding, and reporting obligations of one or

more sponsored FFIs pursuant to §1.1471-5(f)(1)(i)(F) or (f)(2)(iii); or (ii) an entity that registers

controlled foreign corporations) or

§1.1471-5(f)(2)(iii) (sponsored, closely held investment vehicles).

Sec. 2.73. Sponsoring Entity. “Sponsoring entity” means (i) an entity that registers with the

IRS and agrees to perform the due diligence, withholding, and reporting obligations of one or

more sponsored FFIs pursuant to §1.1471-5(f)(1)(i)(F) or (f)(2)(iii); or (ii) an entity that registers

25

with the IRS and agrees to perform the due diligence and reporting obligations of one or more

direct reporting NFFEs pursuant to §1.1472-1(c)(5).

Sec. 2.74. Underwithholding. "Underwithholding" means the excess of the amount required to

be withheld under chapter 3 or 4 over the amount actually withheld.

Sec. 2.75. Undocumented Partner. An “undocumented partner” is a partner for whom WP

does not have valid documentation.

Sec. 2.76. U.S. Account. A “U.S. account” is any financial account maintained by a

participating FFI or registered deemed-compliant FFI that is held by one or more specified U.S.

persons or U.S. owned foreign entities that such FFI reports or elects to report under the FFI

agreement or § 1.1471-5(f), as applicable. A U.S. account includes, in the case of a reporting

Model 1 FFI or registered deemed-compliant Model 1 IGA FFI, a U.S. reportable account as

defined in section 2.78 of this Agreement.

Sec. 2.77. U.S. Person. A "United States person" (or “U.S. person”) is a person described in

section 7701(a)(30), the U.S. government (including an agency or instrumentality thereof), a

State of the United States (including an agency or instrumentality thereof), or the District of

Columbia (including an agency or instrumentality thereof). An individual will not be treated as a

U.S. person for purposes of this Agreement for a taxable year or any portion of a taxable year

that the individual is a dual resident taxpayer (within the meaning of §301.7701(b)-7(a)(1)) who

is treated as a nonresident alien pursuant to §301.7701(b)-7 for purposes of computing the

individual’s U.S

olumbia (including an agency or instrumentality thereof). An individual will not be treated as a

U.S. person for purposes of this Agreement for a taxable year or any portion of a taxable year

that the individual is a dual resident taxpayer (within the meaning of §301.7701(b)-7(a)(1)) who

is treated as a nonresident alien pursuant to §301.7701(b)-7 for purposes of computing the

individual’s U.S. tax liability. A U.S. person does not include an alien individual who has made

an election under section 6013(g) or (h) to be treated as a resident of the United States. For

chapter 4 purposes, the term “U.S. person” or “United States person” also means a foreign

insurance company that has made an election under section 953(d), provided that either the

foreign insurance company is not a specified insurance company (as described in §1.1471-

5(e)(1)(iv)), or the foreign insurance company is a specified insurance company and is licensed

to do business in any State of the United States.

Sec. 2.78. U.S. Reportable Account. A “U.S. reportable account” means a financial account

maintained by a reporting Model 1 FFI or registered deemed-compliant Model 1 IGA FFI that

such FFI reports or elects to report under the applicable domestic law for compliance with and

implementation of FATCA.

Sec. 2.79. U.S. Source FDAP. “U.S. source FDAP” means amounts from sources within the

United States that constitute fixed or determinable annual or periodical income, as defined in

§1.1441-2(b)(1).

Sec. 2.80. U.S. TIN. A "U.S. TIN" means a U.S. taxpayer identification number assigned under

section 6109.

Sec. 2.81. Withholdable Payment. A “withholdable payment” means an amount described in

§1.1473-1(a).

Sec. 2.82. Withholding Agent. A "withholding agent" has the same meaning as set forth in

§1.1441-7(a) for purposes of chapter 3 and as set forth in §1.1473-1(d) for purposes of chapter

4 and includes a payor (as defined in section 2.59 of this Agreement).

Sec. 2.83. Withholding Foreign Partnership (WP)

Withholdable Payment. A “withholdable payment” means an amount described in

§1.1473-1(a).

Sec. 2.82. Withholding Agent. A "withholding agent" has the same meaning as set forth in

§1.1441-7(a) for purposes of chapter 3 and as set forth in §1.1473-1(d) for purposes of chapter

4 and includes a payor (as defined in section 2.59 of this Agreement).

Sec. 2.83. Withholding Foreign Partnership (WP). A "withholding foreign partnership" or “WP”

means a partnership, described in §1.1441-5(c)(2), that has in effect a withholding agreement

with the IRS to be treated as a withholding foreign partnership.

Sec. 2.84. WP-EIN. A "WP-EIN" means the employer identification number assigned by the IRS

to a withholding foreign partnership. WP's WP-EIN is only to be used when WP is acting as a

WP. For example, WP must give a withholding agent its EIN (other than its WP-EIN), if any, if it

26

is not acting as a WP (i.e., acting as a nonwithholding foreign partnership) and a taxpayer

identification number is required.

Sec. 2.85. Withholding Foreign Trust (WT). A “withholding foreign trust” or “WT” means a

trust, described in §1.1441-5(e)(5)(v), that has in effect a withholding agreement with the IRS to

be treated as a withholding foreign trust.

Section 3. WITHHOLDING RESPONSIBILITY

Sec. 3.01. Chapters 3 and 4 Withholding--In General.

(A) Chapter 4 Withholding.

WP (unless WP is a retirement fund) is a withholding agent for purposes of chapter 4 and is

subject to the withholding and reporting provisions applicable to withholding agents under

sections 1471 and 1472 with respect to its partners

reated as a withholding foreign trust.

Section 3. WITHHOLDING RESPONSIBILITY

Sec. 3.01. Chapters 3 and 4 Withholding--In General.

(A) Chapter 4 Withholding.

WP (unless WP is a retirement fund) is a withholding agent for purposes of chapter 4 and is

subject to the withholding and reporting provisions applicable to withholding agents under

sections 1471 and 1472 with respect to its partners. WP is required to withhold 30 percent of

any withholdable payment made after June 30, 2014, that is distributed to, or included in the

distributive share of, a partner that is an FFI unless WP can reliably associate the payment (or

portion of the payment) with documentation upon which it is permitted to rely to treat the

payment as exempt from withholding under §1.1471-2(a)(4), or the payment is made under a

grandfathered obligation described in §1.1471-2(b). See §1.1473-1(a) for the definition of a

withholdable payment and the applicable exceptions to this definition. WP is also required to

withhold 30 percent of any withholdable payment made after June 30, 2014, that is distributed

to, or included in the distributive share of, a partner that is an NFFE unless WP can reliably

associate the payment (or portion of the payment) with a certification described in §1.1472-

1(b)(1)(ii), or an exception to withholding under §1.1472-1 applies.

If WP is a retirement fund, WP is not required to withhold under section 1471 or 1472. If WP is

a participating FFI or registered deemed-compliant FFI (other than a reporting Model 1 FFI), WP

will satisfy its requirement to withhold under sections 1471(a) and 1472(a) with respect to direct

partners that are entities by withholding on withholdable payments made to nonparticipating

FFIs and recalcitrant account holders to the extent required under its FATCA requirements as a

participating FFI or registered deemed-compliant FFI

ed-compliant FFI (other than a reporting Model 1 FFI), WP

will satisfy its requirement to withhold under sections 1471(a) and 1472(a) with respect to direct

partners that are entities by withholding on withholdable payments made to nonparticipating

FFIs and recalcitrant account holders to the extent required under its FATCA requirements as a

participating FFI or registered deemed-compliant FFI. See the FFI agreement, §1.1471-5(f), or

the applicable Model 2 IGA for the withholding requirements that apply to withholdable

payments made to direct partners that are individuals and are treated as recalcitrant account

holders. If WP is a reporting Model 1 FFI or a registered deemed-compliant Model 1 IGA FFI,

WP will satisfy its requirement to withhold under section 1471(a) with respect to direct partners

by withholding on withholdable payments made to nonparticipating FFIs to the extent required

under its FATCA requirements as a registered deemed-compliant FFI or registered deemed-

compliant Model 1 IGA FFI. WP must withhold at the time and in the manner described in

sections 3.02 through 3.04 of this Agreement, which modifies other provisions describing the

time and manner in which WP would otherwise be required to withhold for chapter 4 purposes.

(B) Chapter 3 Withholding.

WP is a withholding agent for purposes of chapter 3 and is subject to the withholding and

reporting provisions applicable to withholding agents under chapter 3. WP must withhold 30

percent of any payment of an amount subject to chapter 3 withholding that is distributed to, or

included in the distributive share of, a partner that is a foreign person unless WP can reliably

associate the payment with documentation upon which it can rely to treat the payment as made

to a payee that is a U.S. person or as made to a beneficial owner that is a foreign person

entitled to a reduced rate of withholding

of an amount subject to chapter 3 withholding that is distributed to, or

included in the distributive share of, a partner that is a foreign person unless WP can reliably

associate the payment with documentation upon which it can rely to treat the payment as made

to a payee that is a U.S. person or as made to a beneficial owner that is a foreign person

entitled to a reduced rate of withholding. See section 4 of this Agreement regarding

documentation requirements applicable to WP for determining whether chapter 3 withholding

applies.

27

With respect to an amount subject to chapter 4 withholding that is also an amount subject to

chapter 3 withholding, WP may credit any tax withheld under chapter 4 against its liability for

any tax due under chapter 3 with respect to the payment so that no additional withholding is

required on the payment for purposes of chapter 3. Nothing in chapter 4 or the regulations

thereunder (including the FFI agreement) or any applicable IGA relieves WP of its requirements

to withhold on an amount subject to chapter 3 withholding to the extent required under sections

3.02 through 3.04 of this Agreement or modifies the documentation upon which WP may rely

under section 4 of this Agreement for determining whether withholding under chapter 3 applies.

Sec. 3.02. Primary Chapters 3 and 4 Withholding Responsibility. WP must assume primary

chapters 3 and 4 withholding responsibility for all withholdable payments and amounts subject

to chapter 3 withholding that are distributed to, or included in the distributive share of, any direct

partner and any indirect partner for which it acts as a WP to the extent permissible under

section 9 of this Agreement. If WP acts as a nonwithholding foreign partnership (NWP) with

respect to an indirect partner, it cannot assume primary chapters 3 and 4 withholding

responsibility for payments made to that indirect partner

distributed to, or included in the distributive share of, any direct

partner and any indirect partner for which it acts as a WP to the extent permissible under

section 9 of this Agreement. If WP acts as a nonwithholding foreign partnership (NWP) with

respect to an indirect partner, it cannot assume primary chapters 3 and 4 withholding

responsibility for payments made to that indirect partner. WP is not required to withhold on

amounts it pays to a QI that assumes primary withholding responsibility with respect to the

payment, or to a WT, or another WP.

If WP is a participating FFI or a registered deemed-compliant FFI, it may not elect with respect

to its direct partners to satisfy its obligation to withhold under chapter 4 (or the FFI agreement)

on a withholdable payment made to a recalcitrant account holder that is a U.S. non-exempt

recipient by backup withholding under section 3406 as provided in §1.1471-4(b)(3)(iii) and

section 4 of the FFI agreement.

See section 6 of this Agreement regarding WP's responsibility to report amounts subject to

withholding on Form 1042-S.

Sec. 3.03. Timing of Withholding. WP must withhold on the date it makes a distribution to a

foreign partner that includes a withholdable payment or an amount subject to chapter 3

withholding as determined under section 3.04 of this Agreement. To the extent a partner's

distributive share of income subject to withholding has not actually been distributed to the

partner, WP must withhold on the partner's distributive share on the earlier of the date that the

statement required under section 6031(b) (i.e., Schedule K-1) is mailed or otherwise provided to

the partner or the due date (including extensions) for furnishing the statement (whether or not

WP is required to prepare and furnish the statement)

withholding has not actually been distributed to the

partner, WP must withhold on the partner's distributive share on the earlier of the date that the

statement required under section 6031(b) (i.e., Schedule K-1) is mailed or otherwise provided to

the partner or the due date (including extensions) for furnishing the statement (whether or not

WP is required to prepare and furnish the statement). If that date is after the due date (including

extensions) for filing WP's Forms 1042-S for the calendar year to which the distributive share

relates, WP must withhold and report the withholding on the distributive share that relates to the

prior calendar year as if it arises in the subsequent calendar year. See section 6.01 of this

Agreement for requirements to report the withheld tax.

Sec. 3.04. Withholding on Distributions. WP may determine the amount of withholding on a

distribution based on a reasonable estimate of the partner's distributive share of income subject

to withholding for the year. WP must correct the estimated withholding to reflect the partner's

actual distributive share on the earlier of the date that the statement required under section

6031(b) (i.e., Schedule K-1) is mailed or otherwise provided to the partner or the due date

(including extensions) for furnishing the statement (whether or not WP is required to prepare

and furnish the statement). If that date is after the earlier of the due date (including extensions)

for filing WP's Forms 1042-S or the date WP actually issues Forms 1042-S for the calendar

year, WP must withhold and report any adjustments required by correcting the information for

the following calendar year.

Sec. 3.05. Deposit Requirements. WP must deposit amounts withheld under chapters 3 and 4

at the time and in the manner provided under section 6302 (see §1.6302-2(a) or §31.6302-1(h)).

for filing WP's Forms 1042-S or the date WP actually issues Forms 1042-S for the calendar

year, WP must withhold and report any adjustments required by correcting the information for

the following calendar year.

Sec. 3.05. Deposit Requirements. WP must deposit amounts withheld under chapters 3 and 4

at the time and in the manner provided under section 6302 (see §1.6302-2(a) or §31.6302-1(h)).

28

Section 4. DOCUMENTATION REQUIREMENTS

Sec. 4.01. Documentation Requirements.

(A) General Documentation Requirements. Except as otherwise provided in this section 4, WP

must obtain a Form W-8 or Form W-9 from every direct partner that receives a distribution or

distributive share of a reportable amount. If WP is an FFI and is subject to the know-your-

customer rules for documenting its partners (or subset of partners), WP may obtain

documentary evidence as set forth in the “know-your-customer” rules approved by the IRS (or

the documentation described in section 4.03(A)(3) of this Agreement) for the applicable

jurisdiction from its direct partners rather than a Form W-8 or Form W-9, provided WP adheres

to the know-your-customer rules that apply to WP with respect to the direct partner from whom

the documentary evidence is obtained.

WP must review and maintain documentation in accordance with this section 4 and, in the case

of documentary evidence obtained from direct partners, in accordance with the know-your-

customer rules approved by the IRS for the applicable jurisdiction. WP must make

documentation (together with any associated withholding statements and other documents or

information) available upon request for inspection by WP's external reviewer, if the performance

of an external review is requested by the IRS (as described in section 8.07(D) of this

Agreement). WP represents that none of the laws to which it is subject prohibits disclosure of

the identity of any partner or corresponding partner information to WP's reviewer

g statements and other documents or

information) available upon request for inspection by WP's external reviewer, if the performance

of an external review is requested by the IRS (as described in section 8.07(D) of this

Agreement). WP represents that none of the laws to which it is subject prohibits disclosure of

the identity of any partner or corresponding partner information to WP's reviewer.

(B) Coordination of Chapter 3 and Chapter 4 Documentation Requirements. If WP is an FFI

(other than a retirement fund), WP is required to perform the due diligence procedures under its

FATCA requirements as a participating FFI, registered deemed-compliant FFI, or registered

deemed-compliant Model 1 IGA FFI for each direct partner to determine if the partner is a holder

of a U.S. account (or U.S. reportable account), and to determine each direct partner that is a

nonparticipating FFI and, if applicable, that is a recalcitrant account holder (or non-consenting

U.S. account). See, however, the automatic termination provision of section 10.03(A) of this

Agreement if WP is not in possession of valid documentation for any direct partner at any time

that withholding or reporting is required. For purposes of this section 4, with respect to

documenting a partner for chapter 4 purposes, documentary evidence also includes

documentation or information that is publicly available to determine the chapter 4 status of the

account holder to the extent permitted under an applicable IGA.

If WP is an NFFE, WP is required to document the chapter 4 status of each partner to determine

if reporting or withholding applies under section 1471 or 1472 on withholdable payments

distributed to, or included in the distributive share of, the partner under the requirements of

§1.1471-3(d).

If WP has determined that withholding is not required under chapter 4, WP must obtain, unless

already collected, documentation that meets the requirements of this section 4 to determine

whether withholding applies under chapter 3

es under section 1471 or 1472 on withholdable payments

distributed to, or included in the distributive share of, the partner under the requirements of

§1.1471-3(d).

If WP has determined that withholding is not required under chapter 4, WP must obtain, unless

already collected, documentation that meets the requirements of this section 4 to determine

whether withholding applies under chapter 3. See also WP’s FATCA requirements as a

participating FFI, registered deemed-compliant FFI, or registered deemed-compliant Model 1

IGA FFI for when WP will have reason to know that a claim of chapter 4 status is unreliable or

incorrect and for WP’s requirements following a change in circumstances. If WP is an NFFE,

see §1.1471-3(e)(4) for when WP will have reason to know that an entity’s claim of chapter 4

status is unreliable or incorrect and §1.1471-3(c)(6)(ii)(E) for WP’s requirements following a

change in circumstances.

Sec. 4.02. Documentation for Foreign Partners. WP may treat a partner as a foreign

beneficial owner of an amount if the partner provides a valid Form W-8 (other than Form W-

8IMY), or valid documentary evidence, to the extent permitted under section 4.01(A) of this

29

Agreement, that supports the partner’s status as a foreign person. WP may treat a partner that

has provided documentation as entitled to a reduced rate of withholding under chapter 3 if all

the requirements for a reduced rate are met and the documentation provided by the partner

supports entitlement to a reduced rate of withholding and no withholding under chapter 4.

Sections 4.03 through 4.06 of this Agreement describe the specific documentation requirements

necessary for obtaining a reduced rate of withholding in certain circumstances.

Sec. 4.03. Treaty Claims

apter 3 if all

the requirements for a reduced rate are met and the documentation provided by the partner

supports entitlement to a reduced rate of withholding and no withholding under chapter 4.

Sections 4.03 through 4.06 of this Agreement describe the specific documentation requirements

necessary for obtaining a reduced rate of withholding in certain circumstances.

Sec. 4.03. Treaty Claims. WP may not reduce the rate of withholding under chapter 3 based on

a partner's claim of treaty benefits unless WP has determined that no chapter 4 withholding is

required and it obtains from the partner the documentation required by section 4.03(A) of this

Agreement. In addition, WP agrees to establish procedures to inform partners of the terms of

the limitation on benefits provisions of a treaty (if applicable, and regardless of whether those

provisions are contained in a separate article entitled Limitation on Benefits) under which the

partner is claiming benefits. For partners that are entities documented by WP on or after

January 1, 2017, WP is required to obtain a Form W-8BEN-E with the appropriate limitation on

benefits certification or, if WP is allowed to and obtains documentary evidence, the written

certification included in the treaty statement as described in section 4.03(B) of this Agreement.

For partners that are entities that were documented with documentary evidence prior to January

1, 2017, and for which treaty benefits are being claimed, WP is required to obtain the

appropriate limitation on benefits statement prior to January 1, 2019.

(A) Treaty Documentation. The documentation required by this section 4.03(A) is as follows:

s described in section 4.03(B) of this Agreement.

For partners that are entities that were documented with documentary evidence prior to January

1, 2017, and for which treaty benefits are being claimed, WP is required to obtain the

appropriate limitation on benefits statement prior to January 1, 2019.

(A) Treaty Documentation. The documentation required by this section 4.03(A) is as follows:

(1) A Form W-8BEN or Form W-8BEN-E on which a claim of treaty benefits is made, including,

for an entity, the appropriate limitation on benefits and section 894 certifications, as provided in

§1.1441-6(b)(1) (if applicable), and a U.S. TIN or foreign TIN. A U.S. TIN or foreign TIN shall not

be required, however, if the partner is a direct partner. If WP is acting as a withholding foreign

partnership for an indirect partner, the indirect partner is required to have either a U.S. TIN or a

foreign TIN in order to claim treaty benefits unless it is claiming treaty benefits on income from

marketable securities as described in §1.1441-6(c);

(2) Documentary evidence, as permitted under section 4.01(A) of this Agreement, that has been

obtained pursuant to the know-your-customer rules that apply to the direct partner, and the

direct partner, if it is an entity, has made the treaty statement (if applicable) required by section

4.03(B) of this Agreement; or

(3) The type of documentary evidence, as permitted under section 4.01(A) of this Agreement,

required under §1.1441-6 to establish entitlement to a reduced rate of withholding under a

treaty, and the direct partner, if it is an entity, has made the treaty statement (if applicable)

required by section 4.03(B) of this Agreement.

(B) Treaty Statement

ired by section

4.03(B) of this Agreement; or

(3) The type of documentary evidence, as permitted under section 4.01(A) of this Agreement,

required under §1.1441-6 to establish entitlement to a reduced rate of withholding under a

treaty, and the direct partner, if it is an entity, has made the treaty statement (if applicable)

required by section 4.03(B) of this Agreement.

(B) Treaty Statement. The treaty statement required by an entity direct partner under this

section 4.03(B) is as follows: [Name of Direct Partner] meets all provisions of the treaty that are

necessary to claim a reduced rate of withholding, including any applicable limitation on benefits

provisions, and derives the income within the meaning of section 894, and the regulations

thereunder, as the beneficial owner.

WP is only required to obtain the treaty statement described in this section 4.03(B) from a

partner that is an entity. WP shall not be required to obtain a treaty statement described in this

section 4.03(B) from an individual who is a resident of an applicable treaty country or from the

government, or its political subdivisions, of a treaty country. WP is required to collect and report

(as required on Form 1042-S) the specific category of limitation on benefits provision from all of

its entity partners, including a government (or its political subdivisions). WP may rely on a

30

partner’s claim of the specific category of limitation on benefits provision absent actual

knowledge that the claim is unreliable or incorrect

ty country. WP is required to collect and report

(as required on Form 1042-S) the specific category of limitation on benefits provision from all of

its entity partners, including a government (or its political subdivisions). WP may rely on a

30

partner’s claim of the specific category of limitation on benefits provision absent actual

knowledge that the claim is unreliable or incorrect.

(C) A WP that is a foreign reverse hybrid entity may reduce the rate of withholding on an item of

income under chapter 3 based on a partner’s claim of treaty benefits only if the partner is not

fiscally transparent in the jurisdiction in which it is resident with respect to the item of income,

and WP (and, if applicable, any flow-through entity through which the partner holds an interest

in WP) is considered to be fiscally transparent under the laws of the partner’s jurisdiction with

respect to the item of income. The claim of treaty benefits must be based on the tax treaty

between the United States and the jurisdiction where the partner is resident. To determine

when WP is treated as fiscally transparent under the laws of the partner’s jurisdiction with

respect to the item of income, see the rules in §1.894-1(d)(3)(iii).

Sec. 4.04. Documentation for International Organizations. WP may not treat a partner as an

international organization entitled to an exemption from withholding under section 892 unless

WP has determined that no chapter 4 withholding is required and it obtains a Form W-8EXP (or

documentary evidence as permitted under section 4.01(A) of this Agreement) from the

international organization. The name provided on the documentation must be the name of an

entity designated as an international organization by executive order pursuant to 22 United

States Code 288 through 288f. If an international organization is not claiming benefits under

section 892 but under another Code exception, the provisions of section 4.02 of this Agreement

apply rather than the provisions of this section 4.04

The name provided on the documentation must be the name of an

entity designated as an international organization by executive order pursuant to 22 United

States Code 288 through 288f. If an international organization is not claiming benefits under

section 892 but under another Code exception, the provisions of section 4.02 of this Agreement

apply rather than the provisions of this section 4.04.

Sec. 4.05. Documentation for Foreign Governments and Foreign Central Banks of Issue.

(A) Documentation for a Foreign Government or Foreign Central Bank of Issue Claiming an

Exemption from Withholding Under Section 892 or Section 895. WP may not treat a partner as a

foreign government or foreign central bank of issue exempt from withholding under section 892

or 895 unless WP has determined that no chapter 4 withholding is required and--

(1) WP receives from the partner a Form W-8EXP (or documentary evidence as permitted under

section 4.01(A) of this Agreement) establishing that the partner is a foreign government or

foreign central bank of issue;

(2) The income distributed to, or included in the distributive share of, the partner is the type of

income that qualifies for an exemption from withholding under section 892 or 895; and

(3) WP does not know, or have reason to know, that the partner is a controlled commercial

entity as described in section 892, that the income owned by the foreign government or foreign

central bank of issue is being received from a controlled commercial entity, or that the income is

from the disposition of an interest in a controlled commercial entity.

(B) Treaty Benefits. WP may not treat a partner as a foreign government or foreign central bank

of issue entitled to a reduced rate of withholding under an income tax treaty for purposes of

chapter 3 unless WP has determined that no chapter 4 withholding is required and it has valid

documentation that is sufficient to obtain a reduced rate of withholding under a treaty, as

described in section 4.03 of this Agreement

may not treat a partner as a foreign government or foreign central bank

of issue entitled to a reduced rate of withholding under an income tax treaty for purposes of

chapter 3 unless WP has determined that no chapter 4 withholding is required and it has valid

documentation that is sufficient to obtain a reduced rate of withholding under a treaty, as

described in section 4.03 of this Agreement.

(C) Other Code Exception. If a foreign government or foreign central bank of issue is not

claiming benefits under section 892 or 895 or a reduced rate under an income tax treaty but

under another Code exception (e.g., the portfolio interest exception under section 871(h) or

881(c)), the provisions of section 4.02 of this Agreement apply rather than the provisions of this

section 4.05.

Sec. 4.06. Documentation for Foreign Tax-Exempt Organizations. To the extent that WP

determines that an amount distributed to, or included in the distributive share of, a partner is not

31

subject to withholding under chapter 4, WP may not treat the partner as a foreign tax-exempt

organization and reduce the rate of withholding or exempt the partner from withholding for

purposes of chapter 3 unless WP satisfies the requirements provided in section 4.06(A), (B), or

(C) of this Agreement.

(A) Reduced Rate of Withholding Under Section 501. WP may not treat a partner as a foreign

organization described under section 501(c), and therefore exempt from withholding under

chapter 3 (or, if the partner is a foreign private foundation, subject to withholding at a 4-percent

rate under section 1443(b)) unless WP obtains a valid Form W-8EXP with Part IV of the form

completed.

(B) Treaty Exemption

ced Rate of Withholding Under Section 501. WP may not treat a partner as a foreign

organization described under section 501(c), and therefore exempt from withholding under

chapter 3 (or, if the partner is a foreign private foundation, subject to withholding at a 4-percent

rate under section 1443(b)) unless WP obtains a valid Form W-8EXP with Part IV of the form

completed.

(B) Treaty Exemption. WP may not treat a partner as a foreign organization that is tax-exempt

on an item of income pursuant to a treaty unless WP obtains valid documentation as described

under section 4.03 of this Agreement that is sufficient for obtaining a reduced rate of withholding

under the treaty and the documentation establishes that the partner is an organization exempt

from tax under the treaty on that item of income.

(C) Other Exceptions. If a tax-exempt entity is not claiming a reduced rate of withholding

because it is a foreign organization described under section 501(c) or under a treaty article that

applies to exempt certain foreign organizations from tax, but is claiming a reduced rate of

withholding under another Code or treaty exception, the provisions of section 4.02 or 4.03 of this

Agreement (as applicable) shall apply rather than the provisions of this section 4.06.

Sec. 4.07. Documentation from Passthrough Partners. Except as otherwise provided in

section 9 of this Agreement, WP shall not act as a withholding foreign partnership with respect

to an amount distributed to, or included in the distributive share of, a passthrough partner. WP

must forward the passthrough partner’s documentation (and associated withholding statement

and documentation of indirect partners) to the withholding agent from whom WP receives a

reportable amount.

Sec. 4.08. Documentation for U.S. Exempt Recipients. WP shall not treat a partner as a U.S.

exempt recipient unless WP obtains from the partner—

(A) A valid Form W-9 on which the partner includes an exempt payee code to certify that the

partner is a U.S

sociated withholding statement

and documentation of indirect partners) to the withholding agent from whom WP receives a

reportable amount.

Sec. 4.08. Documentation for U.S. Exempt Recipients. WP shall not treat a partner as a U.S.

exempt recipient unless WP obtains from the partner—

(A) A valid Form W-9 on which the partner includes an exempt payee code to certify that the

partner is a U.S. exempt recipient;

(B) Documentary evidence, as permitted under section 4.01(A) of this Agreement, that is

sufficient to establish that the partner is a U.S. exempt recipient; or

(C) Documentary evidence, as permitted under section 4.01(A) of this Agreement, that is

sufficient to establish the partner’s status as a U.S. person and WP can treat the partner as an

exempt recipient under the rules of §§1.6045-2(b)(2)(i) or 1.6049-4(c)(1)(ii), as appropriate,

without obtaining documentation.

Sec. 4.09. Documentation for U.S. Non-Exempt Recipients. WP shall not treat a partner as a

U.S. non-exempt recipient unless WP obtains a valid Form W-9 from the partner.

Sec. 4.10. Documentation Validity.

(A) In General. WP may not rely on documentation if WP has actual knowledge or reason to

know that the information or certifications contained in the documentation provided by a partner

is unreliable or incorrect, or that there is a change in circumstances with respect to the

information or statements contained in the documentation or in WP’s files (account information)

pertaining to the obligation that affects the reliability of the partner’s claim. See §1.1441-

1(e)(4)(ii)(D) for the definition of change in circumstances. Once WP knows, or has reason to

know, that documentation provided by a partner is unreliable or incorrect to establish foreign

status or residency for purposes of claiming benefits under an applicable income tax treaty, it

nt information)

pertaining to the obligation that affects the reliability of the partner’s claim. See §1.1441-

1(e)(4)(ii)(D) for the definition of change in circumstances. Once WP knows, or has reason to

know, that documentation provided by a partner is unreliable or incorrect to establish foreign

status or residency for purposes of claiming benefits under an applicable income tax treaty, it

32

can no longer reliably associate a payment with valid documentation unless it obtains additional

documentation to establish the partner’s chapter 3 status. If WP can no longer reliably

associate a payment with valid documentation, it must obtain new documentation prior to the

time withholding is required under section 3 of this Agreement. With respect to a withholding

agent’s reason to know that a claim for treaty benefits is unreliable or incorrect based on the

existence of a tax treaty, the rules in §1.1441-6(b)(1)(ii) will apply to preexisting partners for

which WP held valid documentation upon a change in circumstances or, with respect to a

preexisting entity partner, when it provides a written limitation on benefits statement (as

described in section 4.03(B) of this Agreement). For all partners admitted on or after January 1,

2017, this rule will apply on admission of the partner to the partnership. For purposes of this

section 4.10(A), a “preexisting partner” or “preexisting entity partner” is a partner documented by

WP prior to January 1, 2017, for a WP with a WP Agreement in effect prior to that date. For a

WP that did not have a WP Agreement in effect prior to January 1, 2017, a “preexisting partner”

or “preexisting entity partner” means a partner that was admitted to the partnership (and for

which WP has valid documentation) prior to the effective date of its WP Agreement.

(B) General Rules.

ed by

WP prior to January 1, 2017, for a WP with a WP Agreement in effect prior to that date. For a

WP that did not have a WP Agreement in effect prior to January 1, 2017, a “preexisting partner”

or “preexisting entity partner” means a partner that was admitted to the partnership (and for

which WP has valid documentation) prior to the effective date of its WP Agreement.

(B) General Rules.

(1) WP shall not rely on a Form W-9 if it is not permitted to do so under the rules of §31.3406(h)-

3(e) or if it has been informed by the IRS or another withholding agent that the form is unreliable

or incorrect and shall not rely on a Form W-8 if it is not permitted to do so under this section

4.10.

(2) WP shall not treat documentary evidence provided by a partner as valid if the documentary

evidence does not reasonably establish the identity of the person presenting the documentary

evidence. For example, documentary evidence is not valid if it is provided in person by a partner

that is a natural person and the photograph on the documentary evidence, if any, does not

match the appearance of the person presenting the document.

(3) WP may not rely on documentation to reduce the withholding rate that would otherwise apply

if—

(a) The partner’s documentation is incomplete or contains information that is inconsistent with

the partner’s claim,

(b) WP has other information in the account information that is inconsistent with the partner’s

claim, or

does not

match the appearance of the person presenting the document.

(3) WP may not rely on documentation to reduce the withholding rate that would otherwise apply

if—

(a) The partner’s documentation is incomplete or contains information that is inconsistent with

the partner’s claim,

(b) WP has other information in the account information that is inconsistent with the partner’s

claim, or

(c) The documentation lacks the information necessary to establish entitlement to a reduced

rate of withholding.

For example, if a direct partner that is an entity provides documentation to claim treaty benefits

and the documentation establishes the direct partner’s status as a foreign person and a resident

of a treaty country but fails to provide the treaty statement in section 4.03(B) of this Agreement,

the documentation does not establish the direct partner’s entitlement to a reduced rate of

withholding.

Sec. 4.11. Documentation Validity Period.

(A) Documentation Other Than a Form W-9. WP, as permitted under section 4.01(A) of this

Agreement, may rely on valid documentary evidence obtained from direct partners in

accordance with applicable know-your-customer rules as long as the documentary evidence

remains valid under those rules or until WP knows, or has reason to know, that the information

contained in the documentary evidence is unreliable or incorrect. However, WP may only rely on

statements regarding entitlement to treaty benefits described in §1.1441-6(c)(5)(i) or the

representations described in section 4.03 of this Agreement until the validity expires under

documentary evidence

remains valid under those rules or until WP knows, or has reason to know, that the information

contained in the documentary evidence is unreliable or incorrect. However, WP may only rely on

statements regarding entitlement to treaty benefits described in §1.1441-6(c)(5)(i) or the

representations described in section 4.03 of this Agreement until the validity expires under

33

§1.1441-1(e)(4)(ii)(A)(2). For establishing a partner’s chapter 3 status (as defined in §1.1441-

1(c)(45)) or foreign status for chapter 61 purposes, WP may rely on a valid Form W-8 until its

validity expires under §1.1441-1(e)(4)(ii) and may rely on documentary evidence (other than

documentary evidence obtained pursuant to applicable know-your-customer rules) until its

validity expires under §1.6049-5(c).

(B) Form W-9. WP may rely on a Form W-9 unless one of the conditions of §31.3406(h)-

3(e)(2)(i) through (v) applies or if it has been informed by the IRS or another withholding agent

that the form is unreliable or incorrect.

Sec. 4.12. Maintenance and Retention of Documentation.

(A) Maintaining Documentation. WP shall maintain documentation by retaining the original

documentation, a certified copy, a photocopy, a scanned copy, a microfiche, or other means

that allow reproduction (provided that WP has recorded receipt of the documentation and is able

to produce a hard copy). If WP is not required to retain copies of documentary evidence under

its know-your-customer rules, WP may instead retain a notation of the type of documentation

reviewed, the date the documentation was reviewed, the document’s identification number, if

any (e.g., a passport number), and whether such documentation contained any U.S. indicia

he documentation and is able

to produce a hard copy). If WP is not required to retain copies of documentary evidence under

its know-your-customer rules, WP may instead retain a notation of the type of documentation

reviewed, the date the documentation was reviewed, the document’s identification number, if

any (e.g., a passport number), and whether such documentation contained any U.S. indicia. For

obligations held by a direct partner opened prior to January 1, 2001, if WP was not required

under its know-your-customer rules to maintain originals or copies of documentation, WP may

nevertheless rely on the information if it has complied with all other aspects of its know-your-

customer rules regarding establishment of a partner’s identity, it has a record that the

documentation required under the know-your-customer rules was actually examined by an

employee of WP or partner of WP in accordance with the know-your-customer rules, and it has

no information in its possession that would require WP to treat the documentation as invalid.

(B) Retention Period. WP shall retain a partner's documentation obtained under this section 4

for as long as the document is relevant for the determination of WP's tax liability or reporting

responsibilities under chapters 3, 4, and 61, and section 3406.

Section 5. WITHHOLDING FOREIGN PARTNERSHIP WITHHOLDING CERTIFICATE

Sec. 5.01. WP Withholding Certificate. WP agrees to furnish a withholding foreign partnership

withholding certificate to each withholding agent from which it receives a reportable amount as a

withholding foreign partnership. The withholding foreign partnership withholding certificate is a

Form W-8IMY (or acceptable substitute form) that certifies that WP is acting as a withholding

foreign partnership, contains WP's WP-EIN, and provides all other information and certifications

required by the form, including its WP-EIN

ithholding agent from which it receives a reportable amount as a

withholding foreign partnership. The withholding foreign partnership withholding certificate is a

Form W-8IMY (or acceptable substitute form) that certifies that WP is acting as a withholding

foreign partnership, contains WP's WP-EIN, and provides all other information and certifications

required by the form, including its WP-EIN. If WP is receiving a reportable amount that is a

withholdable payment, the withholding certificate must also contain WP’s chapter 4 status to the

extent required, provide its GIIN (if applicable), and provide the other information and

certifications required on the form. If WP is an FFI, WP must provide a GIIN on its withholding

foreign partnership withholding certificate irrespective of the time the FFI is permitted under its

FATCA requirements as a participating FFI, registered deemed-compliant FFI, or registered

deemed-compliant Model 1 IGA FFI to obtain a GIIN. WP is not required to disclose, as part of

that Form W-8IMY or its withholding statement, any information regarding the identity of its

direct partners and those indirect partners for which it acts as a withholding foreign partnership

to the extent permitted under section 9 of this Agreement.

If WP does not act as a withholding foreign partnership for an indirect partner, WP is required to

furnish a nonwithholding foreign partnership certificate to its withholding agent. See §1.1441-

5(c)(3) for the requirements of a nonwithholding foreign partnership withholding certificate, the

withholding statement associated with the withholding certificate, and the other documentation

or other information for each passthrough partner and its direct and indirect partners.

WP is required to

furnish a nonwithholding foreign partnership certificate to its withholding agent. See §1.1441-

5(c)(3) for the requirements of a nonwithholding foreign partnership withholding certificate, the

withholding statement associated with the withholding certificate, and the other documentation

or other information for each passthrough partner and its direct and indirect partners.

34

Sec. 5.02. Withholding Statement. When WP is acting as a withholding foreign partnership,

WP must assume primary chapters 3 and 4 withholding responsibility as required by section

3.02 of this Agreement for reportable amounts that are distributed to, or included in the

distributive shares of, its direct partners and any indirect partners for which it is acting as a

withholding foreign partnership. Accordingly, WP is not required to provide a withholding

statement in such circumstances. See section 9 of this Agreement, providing that WP may not

act as a withholding foreign partnership for certain indirect partners that are U.S. non-exempt

recipients.

Section 6. TAX RETURN AND INFORMATION REPORTING OBLIGATIONS

Sec. 6.01. Form 1042 Filing Requirement.

(A) In General. WP shall file a return on Form 1042, whether or not WP withheld any amounts

under chapter 3 or 4 of the Code, on or before March 15 of the year following any calendar year

in which WP acts as a withholding foreign partnership. In addition to the information required on

Form 1042 and its accompanying instructions, WP shall attach a statement setting forth the

amounts of any overwithholding or underwithholding adjustments made under sections 7.01 and

7.03 of this Agreement, and an explanation of the circumstances that resulted in the over- or

underwithholding. If WP is requesting a collective refund or credit, WP shall attach the

statements required by section 7.02 of this Agreement and shall comply with the procedures

specified in section 7.02 of this Agreement.

(B) Extensions for Filing Returns

adjustments made under sections 7.01 and

7.03 of this Agreement, and an explanation of the circumstances that resulted in the over- or

underwithholding. If WP is requesting a collective refund or credit, WP shall attach the

statements required by section 7.02 of this Agreement and shall comply with the procedures

specified in section 7.02 of this Agreement.

(B) Extensions for Filing Returns. WP may request an extension of the time for filing Form 1042,

or any of the information required to be attached to the form, by submitting Form 7004,

Application for Automatic Extension of Time to File Certain Business Income, Tax, Information,

and Other Returns, on or before the due date of the return.

Sec. 6.02. Form 1042-S Reporting.

(A) In General. WP must file Form 1042-S for each partner for whom it acts as a withholding

foreign partnership and for whom WP distributes, or in whose distributive share is included, a

reportable amount unless WP is permitted under sections 6.02(C) and (D) of this Agreement to

report in pools (reporting pools). With respect to its direct partners, WP must file Forms 1042-S

in the manner required by the regulations under chapters 3 and 4 for amounts distributed to, or

included in the distributive share of, its partners (or in the case of a participating FFI, pursuant to

its FATCA requirements as a participating FFI) and the instructions to the form, including any

requirement to file the forms magnetically or electronically. Any Form 1042-S required to be

filed by this section 6 shall be filed on or before March 15 following the calendar year in which

withholding, if any, was required under section 3.02 of this Agreement. WP may request an

extension of time to file Forms 1042-S by submitting Form 8809, Application for Extension of

Time to File Information Returns, (or other superseding form) by the due date of Forms 1042-S

in the manner required by (and to the extent permitted on) Form 8809.

(B) Recipient Specific Reporting

r year in which

withholding, if any, was required under section 3.02 of this Agreement. WP may request an

extension of time to file Forms 1042-S by submitting Form 8809, Application for Extension of

Time to File Information Returns, (or other superseding form) by the due date of Forms 1042-S

in the manner required by (and to the extent permitted on) Form 8809.

(B) Recipient Specific Reporting. WP is required to file a separate Form 1042-S for amounts

distributed to, or included in the distributive share of, each separate partner as described in this

section 6.02(B). WP must file separate Forms 1042-S by income code, chapter 3 or 4

exemption code, recipient code, chapter 4 withholding rate pool (if applicable), and withholding

rate.

(1) Unless WP has made the pooled reporting election pursuant to section 6.02(D) of this

Agreement, WP must file a separate Form 1042-S for each direct partner (other than a

passthrough partner) to whom WP distributes, or whose distributive share includes, an amount

subject to chapter 3 withholding that is either not a withholdable payment or is a withholdable

payment for which no chapter 4 withholding is required.

35

(2) WP must file a separate Form 1042-S for each partner that is a qualified intermediary, a

withholding foreign partnership, or a withholding foreign trust to whom WP distributes, or whose

distributive share includes, an amount subject to withholding under chapters 3 or 4, regardless

of whether such partner is a direct or indirect partner of WP.

o chapter 4 withholding is required.

35

(2) WP must file a separate Form 1042-S for each partner that is a qualified intermediary, a

withholding foreign partnership, or a withholding foreign trust to whom WP distributes, or whose

distributive share includes, an amount subject to withholding under chapters 3 or 4, regardless

of whether such partner is a direct or indirect partner of WP.

(3) WP must file a separate Form 1042-S for each passthrough partner that is a nonqualified

intermediary or flow-through entity that is a participating FFI, registered deemed-compliant FFI,

or registered deemed-compliant Model 1 IGA FFI and to whom WP distributes, or whose

distributive share includes, an amount subject to chapter 4 withholding allocable to such FFI’s

chapter 4 withholding rate pools of recalcitrant account holders, nonparticipating FFIs, and

reportable amounts allocable to U.S. payees, if applicable, regardless of whether such FFI is a

direct or indirect partner of WP when WP applies section 9.03 of this Agreement.

(4) WP must file a separate Form 1042-S for each passthrough partner that is a nonqualified

intermediary or flow-through entity that is not described in section 6.02(B)(3) of this Agreement

(other than a nonparticipating FFI), and to whom WP distributes, or whose distributive share

includes, an amount subject to chapter 4 withholding allocable to such passthrough partner’s

chapter 4 withholding rate pool of payees that are nonparticipating FFIs, regardless of whether

such passthrough partner is a direct or indirect partner of WP when WP applies section 9.03 of

this Agreement.

(other than a nonparticipating FFI), and to whom WP distributes, or whose distributive share

includes, an amount subject to chapter 4 withholding allocable to such passthrough partner’s

chapter 4 withholding rate pool of payees that are nonparticipating FFIs, regardless of whether

such passthrough partner is a direct or indirect partner of WP when WP applies section 9.03 of

this Agreement.

(5) WP must file a separate Form 1042-S for each partner of WP that is a partnership or trust to

which WP applies the agency option under section 9.02 of this Agreement and to whom WP

distributes, or whose distributive share includes, an amount subject to chapter 4 withholding that

is allocable to the partnership or trust’s chapter 4 withholding rate pool of payees that are

nonparticipating FFIs or to whom WP distributes, or whose distributive share includes, an

amount subject to chapter 3 withholding that is either not a withholdable payment or is a

withholdable payment for which no chapter 4 withholding is required and that is allocable to

such partnership’s or trust’s chapter 3 withholding rate pools.

(6) WP must file a separate Form 1042-S for each foreign account holder (or interest holder) of

a passthrough partner that is a nonparticipating FFI that receives a payment on behalf of an

exempt beneficial owner (regardless of whether the passthrough partner is a direct or indirect

partner of WP) to the extent WP can reliably associate such amounts with valid documentation

from such passthrough partner as to the portion of the payment allocable to one or more exempt

beneficial owners. In addition, WP must file separate Forms 1042-S in the same manner for

each foreign account holder (or interest holder) of a passthrough partner that is described in the

preceding sentence and that is a direct or indirect partner, beneficiary, or owner of a partnership

or trust to which WP applies the agency option.

the portion of the payment allocable to one or more exempt

beneficial owners. In addition, WP must file separate Forms 1042-S in the same manner for

each foreign account holder (or interest holder) of a passthrough partner that is described in the

preceding sentence and that is a direct or indirect partner, beneficiary, or owner of a partnership

or trust to which WP applies the agency option.

(7) WP must file a separate Form 1042-S for each foreign account holder (or interest holder) of

a passthrough partner to whom WP distributes, or whose distributive share includes, an amount

subject to chapter 3 withholding that is either not a withholdable payment or is a withholdable

payment for which no chapter 4 withholding is required to the extent WP can reliably associate

such amounts with valid documentation from an account holder (or interest holder) that is not

itself a nonqualified intermediary or flow-through entity when WP applies section 9.03 of this

Agreement. In addition, WP must file a separate Form 1042-S in the same manner for each

foreign account holder (or interest holder) of a nonqualified intermediary or flow-through entity

(to which WP does not apply the agency option) that is described in the preceding sentence and

that is a direct or indirect account holder (or interest holder) of a partnership or trust to which

WP applies the agency option.

36

(8) If WP is an NFFE, WP must file a separate Form 1042-S for each direct partner that

establishes its status as a passive NFFE but fails to provide the information regarding its owners

as required under §1.1471-3(d)(12)(iii).

(C) Chapter 4 Reporting Pools.

If WP is an FFI, WP shall report on Form 1042-S amounts subject to chapter 4 withholding that

it distributes to, or includes in the distributive share of, its direct partners consistent with its

FATCA requirements as a participating FFI, registered deemed-compliant FFI, or registered

deemed-compliant Model 1 IGA FFI

rs

as required under §1.1471-3(d)(12)(iii).

(C) Chapter 4 Reporting Pools.

If WP is an FFI, WP shall report on Form 1042-S amounts subject to chapter 4 withholding that

it distributes to, or includes in the distributive share of, its direct partners consistent with its

FATCA requirements as a participating FFI, registered deemed-compliant FFI, or registered

deemed-compliant Model 1 IGA FFI. A separate Form 1042-S shall be filed for each type of

chapter 4 reporting pool. A chapter 4 reporting pool is a payment of a single type of income,

determined in accordance with the categories of income reported on Form 1042-S, that is

allocable to a chapter 4 withholding rate pool consisting of payees that are nonparticipating FFIs

or recalcitrant account holders. WP must report recalcitrant account holders in pools based

upon their particular class described in §1.1471-4(d)(6), with a separate Form 1042-S issued for

each such pool. See section 9 of this Agreement for when a WP may include certain indirect

partners in its chapter 4 reporting pools.

If WP is a participating FFI or registered deemed-compliant FFI (including for this purpose a

reporting Model 1 IGA FFI), WP may report in a chapter 4 withholding rate pool of U.S. payees

reportable amounts that are distributed to, or included in the distributive share of, a direct

partner that is a U.S. person, provided that WP reports such partner as a U.S. account (or U.S

reportable account) under its applicable FATCA requirements as a participating FFI, registered

deemed-compliant FFI, reporting Model 1 FFI, or registered deemed-compliant Model 1 IGA

FFI. WP shall include in its U.S. payee pool reportable amounts that are distributed to, or

included in the distributive share of, a direct partner that is a U.S. person when WP either

reports such partner as a U.S. account (or U.S

under its applicable FATCA requirements as a participating FFI, registered

deemed-compliant FFI, reporting Model 1 FFI, or registered deemed-compliant Model 1 IGA

FFI. WP shall include in its U.S. payee pool reportable amounts that are distributed to, or

included in the distributive share of, a direct partner that is a U.S. person when WP either

reports such partner as a U.S. account (or U.S. reportable account) pursuant to its FATCA

requirements as a participating FFI, registered deemed-compliant FFI, or registered deemed-

compliant Model 1 IGA FFI; or reports such partner as a recalcitrant account holder (or non-

consenting U.S. account) provided that WP is not required to withhold on such partner pursuant

to its FATCA requirements as a participating FFI, registered deemed-compliant FFI, or

registered deemed-compliant Model 1 IGA FFI. See, however, the automatic termination

provision of section 10.03(A) of this Agreement if WP is not in possession of valid

documentation for any direct partner at any time that withholding or reporting is required.

If WP is an NFFE, WP shall report amounts subject to chapter 4 withholding by reporting pools

on a Form 1042-S if those amounts are distributed to, or included in the distributive share of,

direct partners of WP that are nonparticipating FFIs in a chapter 4 reporting pool of

nonparticipating FFIs.

(D) Chapter 3 Reporting Pools.

WP may elect to perform pool reporting (PR election) for an amount subject to chapter 3

withholding that either is not a withholdable payment or is a withholdable payment for which no

chapter 4 withholding is required and that WP distributes to, or includes in the distributive share

of, a foreign direct partner (other than a passthrough partner, withholding foreign partnership, or

withholding foreign trust). A separate Form 1042-S shall be filed for each chapter 3 reporting

pool

withholding that either is not a withholdable payment or is a withholdable payment for which no

chapter 4 withholding is required and that WP distributes to, or includes in the distributive share

of, a foreign direct partner (other than a passthrough partner, withholding foreign partnership, or

withholding foreign trust). A separate Form 1042-S shall be filed for each chapter 3 reporting

pool. A chapter 3 reporting pool is a payment of a single type of income that falls within a

particular withholding rate, chapter 3 exemption code and, if the payment is a withholdable

payment, a chapter 4 exemption code as determined on Form 1042-S and its accompanying

instructions. WP may use a single chapter 3 pool reporting code (e.g., WP- withholding rate

pool- general) for all reporting pools except for amounts paid to foreign tax-exempt recipients,

for which a separate chapter 3 pool reporting code (e.g., WP- withholding rate pool- exempt

organization) must be used. For this purpose, a foreign tax-exempt recipient includes any

37

organization that is not subject to chapter 3 withholding and is not liable to tax in its jurisdiction

of residence because it is a charitable organization, a pension fund, or a foreign government.

See section 9 of this Agreement for when a WP may include certain indirect partners in its

chapter 3 reporting pools.

If WP has made the PR election pursuant to this section 6.02(D), WP is not required to file

Forms 1042-S for amounts distributed to, or included in the distributive share of, each separate

direct partner for whom such reporting would otherwise be required. Instead, WP shall file a

separate Form 1042-S for each reporting pool. However, see section 7.02 of this Agreement for

the requirement for WP to provide a Form 1042-S to a partner if requested

n 6.02(D), WP is not required to file

Forms 1042-S for amounts distributed to, or included in the distributive share of, each separate

direct partner for whom such reporting would otherwise be required. Instead, WP shall file a

separate Form 1042-S for each reporting pool. However, see section 7.02 of this Agreement for

the requirement for WP to provide a Form 1042-S to a partner if requested. Once made, the PR

election is effective for the entire term of this Agreement beginning on the effective date of the

Agreement and ending on the date of its expiration or termination under section 10 of the

Agreement. WP must make a new election for each renewal term of this Agreement. If WP

makes the PR election, WP cannot revoke it prior to the end of the term for which WP has made

the PR election unless WP obtains consent from the IRS to revoke such election. WP may

request IRS consent by contacting the IRS at the address specified in section 11.06 of this

Agreement. If WP did not make the PR election at the time this Agreement was executed, then

WP may make a PR election only by contacting the IRS at the address specified in section

11.06 of this Agreement.

Sec. 6.03. Form 1065 Filing Requirement.

(A) General Rule. If WP is required to file Form 1065 and Schedules K-1 under §1.6031(a)-1,

then WP shall file Form 1065 and Schedules K-1 in accordance with the regulations and the

instructions for the form as modified by section 6.03(B) or (C) of this Agreement.

(B) Modified Filing Obligations. If WP has U.S

d in section

11.06 of this Agreement.

Sec. 6.03. Form 1065 Filing Requirement.

(A) General Rule. If WP is required to file Form 1065 and Schedules K-1 under §1.6031(a)-1,

then WP shall file Form 1065 and Schedules K-1 in accordance with the regulations and the

instructions for the form as modified by section 6.03(B) or (C) of this Agreement.

(B) Modified Filing Obligations. If WP has U.S. source income, WP may avail itself of the

modified obligations described in section 6.03(B)(1) or (2) of this Agreement, if, in addition to

satisfying the requirements of section 6.03(B)(1) or (2) of this Agreement, none of this income is

attributable to a permanent establishment inside the United States, none of this income is

effectively connected with a trade or business within the United States, and WP would not

otherwise be required to report to any partner a specially allocated item on Schedule K-1.

(1) WP is not required to file a Form 1065 provided that WP has no direct or indirect partners

that are U.S. persons at any time during WP’s taxable year.

(2) WP is required to file a Form 1065, but is not required to file Schedules K-1 for any partners

other than its direct U.S. partners and its passthrough partners (whether U.S. or foreign) through

which indirect U.S. partners hold an interest in WP. Schedules K-1 that are not excepted from

the filing requirement under this section 6.03(B)(2) must contain the same information required

of a U.S. partnership under §1.6031(a)-1(a).

(C) Foreign Reverse Hybrid Entities. If WP is an FFI that is a foreign reverse hybrid entity, WP is

not required to file Form 1065 and Schedules K-1, and instead WP must satisfy the

requirements in sections 6.03(C)(1) through (5) of this Agreement.

(1) WP is a participating FFI, registered deemed-compliant FFI, or registered deemed-compliant

Model 1 IGA FFI.

(2) WP files Form 1120-F for each taxable year to report income effectively connected with a

U.S. trade or business (ECI) (if any).

not required to file Form 1065 and Schedules K-1, and instead WP must satisfy the

requirements in sections 6.03(C)(1) through (5) of this Agreement.

(1) WP is a participating FFI, registered deemed-compliant FFI, or registered deemed-compliant

Model 1 IGA FFI.

(2) WP files Form 1120-F for each taxable year to report income effectively connected with a

U.S. trade or business (ECI) (if any).

(3) With respect to each calendar year, WP prepares a statement supporting its allocations of

U.S. source FDAP income for the year to each partner that claims benefits under an income tax

treaty (“Reconciliation Statement”). The Reconciliation Statement shall be prepared by the due

date (including extensions) for filing WP’s Forms 1042 and 1042-S for the calendar year. The

38

Reconciliation Statement must be retained for six years and provided to the IRS upon request,

and must be reviewed by the reviewer for accuracy as part of the periodic review under sections

8.04 and 8.05 of this Agreement. The Reconciliation Statement must include the following

information:

(i) The total amount of non-ECI U.S. source FDAP income that is received by WP during the

year and, of such amount, the portion that is included in the distributive share of each partner

that is a U.S. person; each foreign partner that claims benefits under an income tax treaty with

respect to such income; and all other partners in WP (in the aggregate);

(ii) For each partner described in section 6.03(C)(2)(i) of this Agreement, the amount of

withholding applied by WP to the distribution or distributive share of the amount of non-ECI U.S.

source FDAP allocated to such partner for the year; and

son; each foreign partner that claims benefits under an income tax treaty with

respect to such income; and all other partners in WP (in the aggregate);

(ii) For each partner described in section 6.03(C)(2)(i) of this Agreement, the amount of

withholding applied by WP to the distribution or distributive share of the amount of non-ECI U.S.

source FDAP allocated to such partner for the year; and

(iii) Identification of any allocation of non-ECI U.S. source FDAP income to a partner claiming

benefits under an income tax treaty with respect to such income in a ratio different than the ratio

for allocating income or loss generally to such partner under WP’s partnership agreement and

identifying information with respect to each such partner that would be provided on Schedule K-

1 if WP were required to provide Schedule K-1 under §1.6031(a)-1 for such partner.

(4) If WP is a passive foreign investment company (a “PFIC”), WP shall issue a PFIC Annual

Information Statement (described in §1.1295-1(g)(1)) each year to each U.S. person that is a

shareholder (as defined in §1.1295-1(j)) of the PFIC that has made an election to treat WP as a

qualified electing fund under section 1295(b). WP shall retain a copy of each PFIC Annual

Information Statement for six years and provide each such statement to the IRS upon request.

Each PFIC Annual Information Statement must be reviewed by the reviewer for accuracy as

part of the periodic review under sections 8.04 and 8.05 of this Agreement.

(5) WP may not reduce the rate of withholding under chapter 3 based on a partner’s claim of

treaty benefits unless WP obtains from the partner the documentation required under section

4.03 of this Agreement.

Sec. 6.04. Retention of Returns. WP shall retain Forms 1042 and 1065 for the period of the

applicable statute of limitations on assessments and collection under the Code.

Sec. 6.05. FATCA U.S. Account Reporting.

(A) WP that is an FFI.

chapter 3 based on a partner’s claim of

treaty benefits unless WP obtains from the partner the documentation required under section

4.03 of this Agreement.

Sec. 6.04. Retention of Returns. WP shall retain Forms 1042 and 1065 for the period of the

applicable statute of limitations on assessments and collection under the Code.

Sec. 6.05. FATCA U.S. Account Reporting.

(A) WP that is an FFI.

(1) In general. If WP is an FFI, WP is required to report each U.S. account (or, in the case of an

FFI that is a reporting Model 1 FFI or registered deemed-compliant Model 1 IGA FFI, each U.S.

reportable account) that it maintains consistent with its FATCA requirements as a participating

FFI, registered deemed-compliant FFI, or registered deemed-compliant Model 1 IGA FFI. If WP

is a participating FFI or registered deemed-compliant FFI (other than a reporting Model 1 FFI or

registered deemed-compliant Model 1 IGA FFI), WP must report its U.S. accounts on Form

8966 in the time and manner specified under its FATCA requirements as a participating FFI or

registered deemed-compliant FFI, except to the extent WP is reporting under §1.1471-4(d)(5)

on Form 1099 with respect to its U.S. accounts. If WP is a reporting Model 1 FFI or registered

deemed-compliant Model 1 IGA FFI, WP must report each U.S. reportable account as required

under the applicable Model 1 IGA.

(2) Reporting payments made to partners on Form 8966. Beginning with reporting with respect

to calendar year 2017, if WP is a participating FFI or registered deemed-compliant FFI (other

than a reporting Model 1 FFI or registered deemed-compliant Model 1 IGA FFI) reporting a U.S.

account or an account held by an owner-documented FFI on Form 8966, WP must report the

payments described in §1.1471-4(d)(4)(iv)(C) (i.e., the partner’s distributive share of the

with reporting with respect

to calendar year 2017, if WP is a participating FFI or registered deemed-compliant FFI (other

than a reporting Model 1 FFI or registered deemed-compliant Model 1 IGA FFI) reporting a U.S.

account or an account held by an owner-documented FFI on Form 8966, WP must report the

payments described in §1.1471-4(d)(4)(iv)(C) (i.e., the partner’s distributive share of the

39

partnership’s income or loss for the calendar year, without regard to whether any such amount

is distributed to the partner during the year, and any guaranteed payments for the use of

capital).

(B) WP that is an NFFE. If WP is an NFFE, WP shall file Forms 8966 to report withholdable

payments distributed to, or included in the distributive share of, any partner that is an NFFE

(other than an excepted NFFE) with one or more substantial U.S. owners if the NFFE is the

beneficial owner of the withholdable payment received by WP. See §1.1471-1(b)(8) for the

definition of beneficial owner. WP must report on Form 8966 in accordance with the form and

its accompanying instructions.

The Form 8966 must include the name of the NFFE that is owned by a substantial U.S. owner;

the name, address, and U.S. TIN of each substantial U.S. owner; the total of all withholdable

payments distributed to, or included in the distributive share of, the NFFE during the calendar

year; and any other information as required by the form and its accompanying instructions. If

WP is acting as a sponsoring entity on behalf of a NFFE for chapter 4 purposes, WP is not

required to report as described in this paragraph if WP reports the NFFE as part of WP’s

requirements as a sponsoring entity. See §1.1472-1(c)(5)(ii) for the reporting requirements of a

sponsoring entity.

(C) Form 8966 Reporting for Payees that are NFFEs

y the form and its accompanying instructions. If

WP is acting as a sponsoring entity on behalf of a NFFE for chapter 4 purposes, WP is not

required to report as described in this paragraph if WP reports the NFFE as part of WP’s

requirements as a sponsoring entity. See §1.1472-1(c)(5)(ii) for the reporting requirements of a

sponsoring entity.

(C) Form 8966 Reporting for Payees that are NFFEs. WP shall file Form 8966 to report

withholdable payments that WP distributes to, or includes in the distributive share of, a

passthrough partner that provides information regarding an account holder (or interest holder)

that is an NFFE (other than an excepted NFFE) with one or more substantial U.S. owners (or

one or more controlling persons that is a specified U.S. person under an applicable IGA) and

that is the beneficial owner of the withholdable payment received by WP when such substantial

U.S. owner or controlling person is not reported under section 6.05(A) of this Agreement. WP

must report on Form 8966 in the time and manner provided in §1.1474-1(i)(2). Such report

must include the name of the NFFE that is owned by a substantial U.S. owner (or controlling

person that is a specified U.S. person); the name, address, and U.S. TIN of each substantial

U.S. owner (or controlling person that is a specified U.S. person); the total of all withholdable

payments made to the NFFE during the calendar year (or reportable period under the applicable

IGA); and any other information as required by the form and its accompanying instructions.

WP is not required to report on Form 8966, however, on a withholdable payment made to a

passthrough partner that is a participating FFI or registered deemed-compliant FFI that is

allocated to a payee that is a passive NFFE with one or more substantial U.S

year (or reportable period under the applicable

IGA); and any other information as required by the form and its accompanying instructions.

WP is not required to report on Form 8966, however, on a withholdable payment made to a

passthrough partner that is a participating FFI or registered deemed-compliant FFI that is

allocated to a payee that is a passive NFFE with one or more substantial U.S. owners on an FFI

withholding statement when the participating FFI or registered deemed-compliant FFI includes

on the statement the certification described in §1.1471-3(c)(3)(iii)(B)(2)(iv) (certifying that the

FFI is reporting the passive NFFE as a U.S. account or U.S. reportable account in accordance

with the terms of the FFI agreement or an applicable IGA), provided WP does not know or have

reason to know that the certification is incorrect or unreliable. See §1.1474-1(i)(2).

Section 7. ADJUSTMENTS FOR OVER- AND UNDERWITHHOLDING; REFUNDS

Sec. 7.01. Adjustments for Chapter 3 or 4 Overwithholding by WP. WP may make an

adjustment for amounts paid to its partners when WP has overwithheld under chapter 3 or 4 by

applying either the reimbursement procedure described in section 7.01(A) of this Agreement or

the set-off procedure described in section 7.01(B) of this Agreement within the time period

prescribed for those procedures.

(A) Reimbursement Procedure. WP may repay its partners for an amount overwithheld under

chapter 3 or 4 and reimburse itself by reducing, by the amount of tax actually repaid to the

partners, the amount of any subsequent deposit of tax required to be made by WP under

or

the set-off procedure described in section 7.01(B) of this Agreement within the time period

prescribed for those procedures.

(A) Reimbursement Procedure. WP may repay its partners for an amount overwithheld under

chapter 3 or 4 and reimburse itself by reducing, by the amount of tax actually repaid to the

partners, the amount of any subsequent deposit of tax required to be made by WP under

40

section 3.05 of this Agreement. For purposes of this section 7.01(A), an amount that is

overwithheld shall be applied in order of time (i.e., sequentially) to each

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