Rev. Proc. 2022-43 — Rev. Proc. 2022-43

# preamble

26 CFR 1.1441-1(e)(5) and (6). 2023 Qualified Intermediary Agreement.

Rev. Proc. 2022-43

# SECTION 1. PURPOSE

.01 In General
. This Revenue Procedure sets forth the final qualified
intermediary (QI) withholding agreement (QI agreement) entered into under §1.1441-
1(e)(5) that applies beginning January 1, 2023 (the 2023 QI Agreement). In general,
the QI agreement allows certain persons to enter into an agreement with the Internal
Revenue Service (IRS) to simplify their obligations as withholding agents under
chapters 3 and 4 and as payors under chapter 61 and section 3406 for amounts paid to
their account holders and allows certain persons to act as qualified derivatives dealers
(QDDs) and assume primary withholding and reporting responsibilities on all dividend
equivalent payments they make. The 2023 QI Agreement also allows foreign persons
to enter into the agreement for purposes of the withholding and reporting required under
sections 1446(a) and (f) with respect to their account holders holding interests in
publicly traded partnerships.

# SECTION 2. SCOPE

.01 Entities Eligible to Execute a QI Agreement. A QI agreement may be entered
into by persons described in §1.1441-1(e)(5)(ii), including foreign financial institutions
(FFIs) (as defined in §1.1471-5(d)), foreign clearing organizations, and foreign branches
of U.S. financial institutions and clearing organizations. An eligible entity (as defined in
§1.1441-1(e)(6)(ii)) may also enter into a QI agreement for purposes of becoming a
QDD.
An FFI may apply to enter into a QI agreement only with respect to its branches
operating in jurisdictions identified on the IRS's Approved KYC List and if the FFI is able
to, and agrees to, satisfy the requirements and obligations of (1) a participating FFI
(including a reporting Model 2 FFI), (2) a registered deemed-compliant FFI (including a
reporting Model 1 FFI and a nonreporting Model 2 FFI treated as registered deemed-
compliant), or (3) a registered deemed-compliant Model 1 IGA FFI (as defined in section
2.17(C) of the 2023 QI Agreement). An FFI that is a certified deemed-compliant FFI
(including a nonreporting IGA FFI, as defined in §1.1471-1(b)(83)) may enter into a QI
agreement if the FFI is able to, and agrees to, assume the obligations of, and to be
treated as, (1) a participating FFI (including a reporting Model 2 FFI), (2) a registered
deemed-compliant FFI (including a reporting Model 1 FFI or a nonreporting Model 2 FFI
treated as registered deemed-compliant), or (3) a registered deemed-compliant Model 1
IGA FFI, with respect to all accounts that it maintains (even if the FFI does not intend to
act as a QI for all of the accounts it maintains). A central bank of issue may enter into a
QI agreement provided that it meets and agrees to assume the obligations of, and to be
treated as, (1) a participating FFI (including a reporting Model 2 FFI) or (2) a registered

deemed-compliant FFI (including a reporting Model 1 FFI), with respect to any account
that it maintains that is held in connection with a commercial financial activity described
in §1.1471-6(h) and for which it receives a withholdable payment (as defined in
§1.1471-1(b)(145)). A foreign branch of a U.S. financial institution or clearing
organization may also apply to enter into a QI agreement provided that it is a reporting
Model 1 FFI, or it agrees to assume the requirements and obligations of a participating
FFI (including a reporting Model 2 FFI).
An entity that is a territory financial institution (territory FI) (as defined in §1.1471-
1(b)(130)) or a nonparticipating FFI (as defined in §1.1471-1(b)(82)) may not apply to
enter into a QI agreement.
A foreign corporation that is a non-financial foreign entity or NFFE (as defined in
§1.1471-1(b)(80)) that is described in one of the categories in §1.1441-1(e)(5)(ii) may
also apply to enter into a QI agreement. An NFFE that seeks to act as an intermediary
on behalf of its shareholders should not apply for QI status and instead should apply for
withholding foreign partnership status as a reverse hybrid entity. An NFFE that enters
into a QI agreement to act an as intermediary on behalf of persons other than its
shareholders will be required to satisfy the withholding and reporting requirements of
§§1.1472-1(a) and 1.1474-1(i) with respect to any NFFE that is a beneficial owner for
whom the QI is acting with respect to a withholdable payment. Except for a QDD that is
a partnership or a branch of a partnership, the QI agreement generally does not apply to
a foreign partnership or foreign trust. A foreign partnership or foreign trust may apply
for status as a withholding foreign partnership or withholding foreign trust. See
§§1.1441-5(c)(2)(ii) and 1.1441-5(e)(5)(v).

.02 Effect on Other Documents. Revenue Procedure 2017-15, 2017-3 I.R.B. 437
(the 2017 QI Agreement), is superseded with respect to a QI's requirements that apply
after December 31, 2022. A QI agreement in effect before December 31, 2022, expires,
in accordance with its terms, on December 31, 2022.
SECTION 3. BACKGROUND – Withholding and Reporting Requirements under
Chapters 3, 4, and 61, and Sections 1446 and 3406.
.01 Withholding and Reporting under Chapter 4 on Payments Made to FFIs and
Other Payees. Section 1471(a) requires a withholding agent to deduct and withhold a
tax equal to 30 percent on any withholdable payment made to an FFI, unless the FFI
agrees to and complies with the terms of the FFI agreement to satisfy the obligations
specified in section 1471(b) (a participating FFI), is deemed to meet the 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 an NFFE
(other than an excepted NFFE) unless such entity provides a certification that it does
not have any substantial U.S. owners or provides information regarding its substantial
U.S. owners.
A participating FFI (including a reporting Model 2 FFI) or registered deemed-
compliant FFI (other than a reporting Model 1 FFI) will satisfy its requirement to withhold
under sections 1471(a) and 1472(a) on withholdable payments made to accounts held
by entities by withholding on accounts that the FFI is required to treat as held by
nonparticipating FFIs and recalcitrant account holders under the FFI agreement,
§1.1471-5(f), or an applicable Model 2 IGA. See the FFI agreement, the Model 2 IGA,

and §1.1471-5(f) for further withholding requirements that may apply to FFIs and the
Model 2 IGA's suspension of withholding on non-consenting U.S. accounts. A QI that is
a reporting Model 1 FFI or a registered deemed-compliant Model 1 IGA FFI will satisfy
its requirement to withhold under section 1471(a) on withholdable payments made to
accounts held by entities by withholding on accounts that the FFI is required to treat as
held by nonparticipating FFIs.
A participating FFI (including a reporting Model 2 FFI), a registered deemed-
compliant FFI, and a registered deemed-compliant Model 1 IGA FFI must report certain
account information regarding each U.S. account (or U.S. reportable account) that it
maintains to the extent required under the FFI agreement, §1.1471-5(f), or a Model 1 or
Model 2 IGA. A participating FFI (including a reporting Model 2 FFI) or a registered
deemed-compliant FFI (other than a reporting Model 1 FFI) must report certain
information about accounts that it maintains that are held by recalcitrant account holders
(or non-consenting U.S. accounts). A withholding agent making payments to an NFFE
that is not reported by an FFI as a U.S. account (or U.S. reportable account) is also
required to report withholdable payments made to an NFFE (other than an excepted
NFFE) with substantial U.S. owners on Form 8966, FATCA Report. See §§1.1472-
1(b)(1)(iii) and 1.1474-1(i). A withholding agent (including a participating FFI or
registered deemed-compliant FFI) that is required to withhold on a withholdable
payment must report the payment on Form 1042-S, Foreign Person's U.S. Source
Income Subject to Withholding.
.02
Withholding and Reporting under Chapter 3 on Payments to Foreign
Persons. Sections 1441 and 1442 require a withholding agent 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 (including the payment of a dividend equivalent
under section 871(m)). A lower rate of withholding may apply under the Internal
Revenue Code (the Code) (for example, section 1443), the regulations, or an income
tax treaty. Generally, a withholding agent must also report these payments on Form
1042-S regardless of whether withholding is required. See §1.1461-1(c) (covering
amounts subject to reporting).
.03
Backup Withholding under Section 3406 and Reporting on Payments to
Certain U.S. Persons under Chapter 61. Under sections 6041, 6042, 6045, 6049, and
6050N (chapter 61 or the Form 1099 reporting provisions), payors of interest, dividends,
royalties, gross proceeds from the sale of securities, and other fixed or determinable
income must report payments made to certain U.S. persons (that is, U.S. non-exempt
recipients or presumed U.S. non-exempt recipients) on the appropriate Form 1099
unless an exception to reporting applies. See
§§1.6041-4(a); 1.6042-3(b)(1)(iii);
1.6045-1(g)(1)(i); 1.6049-5(b)(12); and 1.6050N-1(c)(1)(i). Under section 3406, a payor
must generally obtain a Form W-9, Request for Taxpayer Identification Number and
Certification, from a U.S. non-exempt recipient receiving a payment reportable on a
Form 1099 or must otherwise backup withhold under section 3406 and report the
payment on Form 1099.
.04 Coordination of Withholding and Reporting Requirements under Chapters 3
and 4. With respect to a withholdable 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 report on a single Form 1042-S the information required under both
chapters 3 and 4 with respect to a payment subject to withholding under both chapters 3
and 4. 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 on Form 1042-S the applicable chapter 4 exemption
code for the payment and the recipient's chapter 4 status.
.05 Responsibilities of Intermediaries that Enter into QI Agreements
. When the
IRS enters into a QI agreement with a foreign person (or foreign branch of a U.S.
person), that foreign person (or foreign branch of a U.S. person) becomes a QI. A QI is
a withholding agent under chapters 3 and 4 and a payor under chapter 61 and section
3406 for amounts that it pays to its account holders. In addition, as described in section
4.01 of this Revenue Procedure, starting January 1, 2023, a QI may assume
withholding responsibilities under section 1446(a) for a distribution from a publicly
traded partnership (PTP) received on behalf of an account holder and under section
1446(f) for an amount realized from the transfer of a PTP interest paid to an account
holder that is the transferor of the interest. The general obligations of a QI as a
withholding agent, broker, or payor are described in section 1.01 of the QI agreement
and are relevant to whether an event of default occurs under section 11.06 of the QI
agreement.
A QI agreement also includes required compliance procedures for QIs. Under
section 10 of the QI agreement, a QI is required to have a responsible officer adopt a
compliance program and make periodic certifications of compliance on behalf of the QI

for each three-year certification period. The periodic certifications also include certain
factual information that is based in part on the results of a periodic review of the QI's
compliance with its QI agreement, which is required to be conducted for one year of the
certification period by an independent reviewer except when the QI obtains a waiver of
its periodic review requirement.

# SECTION 4. SUMMARY OF CHANGES TO THE QI AGREEMENT

This section 4 outlines changes to the QI agreement that are included in the
2023 QI Agreement set forth in section 6 of this Revenue Procedure. Section 4.01 of
this Revenue Procedure generally describes a QI's requirements under sections
1446(a) and (f) that were proposed to be added to the QI agreement in Notice 2022-23,
2022-20 I.R.B 1062, and modifications to those requirements included in the 2023 QI
Agreement. Section 4.02 of this Revenue Procedure describes the requirements for
QIs acting as QDDs or as intermediaries with respect to payments of dividend
equivalents for purposes of section 871(m). Section 4.03 of this Revenue Procedure
describes changes included in the 2023 QI Agreement that relate to stakeholder
remarks regarding the 2017 QI Agreement received following its publication. Section
4.04 of this Revenue Procedure describes modifications to the compliance and
certification procedures for QIs, which relate to sections 1446(a) and (f) or are otherwise
included in the 2023 QI Agreement for improved compliance. Section 4.05 of this
Revenue Procedure describes a limited number of changes included in the 2023 QI
Agreement that are not described elsewhere in this section 4.
.01 QI's Requirements under Sections 1446(a) and (f)
. Section 1446(a) requires
withholding by a partnership on its effectively connected income allocable to a foreign

partner for a taxable year at the tax rates specified in section 1446(b). In the case of a
PTP, however, an entity treated as a nominee under §1.1446-4(b)(3) for a PTP
distribution made to a foreign partner is a withholding agent for the distribution and is
required to withhold a tax under section 1446(a) to the extent required under §1.1446-
4(d). A nominee or broker holding a PTP interest is also required to comply with partner
reporting requirements under §1.6031(c)-1T.
With respect to transfers of partnership interests, sections 864(c)(8) and 1446(f)
were added to the Internal Revenue Code (the Code) by the Tax Cuts and Jobs Act,
Pub. L. 115-97 on December 22, 2017. Section 864(c)(8) generally provides that gain
or loss derived by a foreign person on the sale or exchange of an interest in a
partnership engaged in a trade or business within the United States is treated as
effectively connected gain or loss to the extent provided in that section. Section
1446(f)(1) generally provides that if any portion of the gain on any disposition of an
interest in a partnership would be treated under section 864(c)(8) as effectively
connected with the conduct of a trade or business within the United States, then the
transferee of the interest must withhold a tax equal to 10 percent of the amount realized
on the disposition.
On November 30, 2020, in TD 9926, 85 FR 76910, final regulations were
published that (1) impose withholding requirements under section 1446(f) on brokers
(including QIs) that effect transfers of PTP interests and (2) amend certain of the
provisions of §1.1446-4 (relating to withholding on PTP distributions) that apply
beginning January 1, 2023, including allowing a QI to act as a nominee by assuming

withholding on a PTP distribution (the final regulations). See Notice 2021-51, 2021-36
I.R.B. 361, regarding the effective date of these provisions of the final regulations.
On May 16, 2022, the Treasury Department and the IRS released Notice 2022-
23, providing proposed changes to the QI agreement to permit a QI to assume certain
withholding and reporting responsibilities under sections 1446(a) and (f). The proposed
changes to the QI agreement in Notice 2022-23 cover the documentation, withholding,
and reporting requirements applicable to QIs receiving payments of PTP distributions
(including amounts subject to section 1446(a)) and amounts realized under section
1446(f) on behalf of account holders. For withholding by QIs on amounts realized paid
on transfers of PTP interests, the proposed changes incorporate the exceptions to
withholding provided in §1.1446(f)-4. For PTP distributions, the proposed changes
require withholding by a QI acting as a nominee for a distribution under §1.1446-4 and
to the extent withholding is otherwise required under section 3.02(C) of the QI
agreement (covering a QI's residual withholding requirement). The proposed changes
allow a QI to assume withholding under section 1446(a) or (f) on a payment-by-payment
basis and also allow a QI to act as a disclosing QI by providing specific payee
documentation to its withholding agent for the payment of a PTP distribution or amount
realized from the sale of a PTP interest, thereby generally relieving the QI from
withholding and reporting on those payments.
With respect to a QI's documentation of account holders for sections 1446(a) and
(f), consistent with requirements for 1446(a) and (f) purposes, a proposed requirement
in Notice 2022-23 provides that a withholding certificate is not considered valid without a
U.S. TIN for the account holder on the withholding certificate. With respect to a QI's

reporting, the proposed changes in Notice 2022-23 specify the requirements for QIs to
report partner information regarding account holders holding PTP interests, which are
generally derived from the requirements of §1.6031(c)-1T to facilitate the issuance of
partner statements under section 6031(b) when nominees hold partnership interests.
Notice 2022-23 also proposed requirements for a QI's reporting on Forms 1042-S for
payments subject to withholding under section 1446(a) or (f), including a requirement
regarding a QI's issuance of a payee-specific Form 1042-S that reports withholding
under section 1446(a) or (f). Notice 2022-23 further proposed a restriction on a QI's
filing of a collective refund for overwithholding under section 1446(a) or (f), material
failures and events of default specific to a QI's requirements under sections 1446(a) and
(f), and other modifications to the QI agreement relating to these proposed changes.
Finally, consistent with the final regulations, Notice 2022-23 proposed to permit a QI to
apply the reimbursement and set-off procedures for overwithholding under sections
1446(a) and (f).
Notice 2022-23 did not, however, include proposed changes to the compliance
procedures for QIs under section 10 of the 2017 QI Agreement or the certifications and
related information a QI must provide for each certification period (generally in Appendix
I to the 2017 QI Agreement) for purposes of its requirements under sections 1446(a)
and (f). Instead, Notice 2022-23 requested comments on these provisions; however,
none were received.
Subject to certain modifications, generally in response to comments received, the
2023 QI Agreement incorporates the changes proposed in Notice 2022-23. This section
4.01 highlights comments and modifications to Notice 2022-23 that are included in the

2023 QI Agreement. The 2023 QI Agreement also includes compliance and certification
procedures for QIs relating to sections 1446(a) and (f), which are described, together
with other changes to those procedures, in section 4.04 of this Revenue Procedure. For
the conditions in the 2023 QI Agreement regarding a QI's issuance of a payee-specific
Form 1042-S (including to report withholding under section 1446(a) or (f)), see section
4.03(7) of this Revenue Procedure. For references to general documentation validity
standards applicable to sections 1446(a) and (f) not included in Notice 2022-23, see
section 5.10(A) of the 2023 QI Agreement.
(1) Requirement to collect U.S. TINs
. Comments expressed concern with a
proposed requirement in Notice 2022-23 that would require QIs to obtain U.S. TINs from
their foreign account holders receiving PTP distributions or amounts realized in order to
treat documentation as valid for purposes of sections 1446(a) and (f). The comments
raised concerns that, due to this requirement, a QI might be found in default of its QI
agreement with respect to section 5.01(A) of the QI agreement (prescribing best efforts
to collect valid documentation) when it is unable to collect U.S. TINs from a significant
number of its account holders despite having properly withheld based on the
documentation obtained. Comments also proposed that QIs be provided a transition
period to collect U.S. TINs from their account holders for purposes of section 1446(a) or
(f) given that collecting U.S. TINs from foreign account holders is generally not required
of a QI for chapter 3 and 4 purposes (and, thus, may have to be requested after
otherwise valid documentation is collected). One comment requested a "best efforts"
safe harbor for QIs to request U.S. TINs based on the reasonable cause exception to
penalties for missing TINs under §301.6724-1(e) (such as an initial TIN solicitation and

two follow-up solicitations), while another comment requested that a QI's failure to
obtain U.S TINs not be treated as a material failure or an event of default under the QI
agreement.
In response to these comments and difficulties that QIs generally may encounter
in obtaining U.S. TINs from all their account holders holding PTP interests, the 2023 QI
Agreement provides solicitation requirements that QIs will be required to apply for
collecting U.S. TINs from their account holders receiving PTP distributions or amounts
realized beginning January 1, 2023. These requirements are similar to those for payors
to establish that a failure to provide TINs is due to the failure of the payee to provide
information for purposes of obtaining a waiver from penalties for missing TINs on Form
1099 based on reasonable cause under §301.6724-1(e). When a QI satisfies these
requirements, the QI will be considered to have applied its "best efforts" to obtain the
U.S. TINs of its account holders receiving PTP distributions or amounts realized under
section 5.01(A) of the 2023 QI Agreement. The 2023 QI Agreement makes clear,
however, that this allowance does not affect a QI's requirement to collect valid
documentation with a U.S. TIN to apply reduced withholding under section 1446(a) or (f)
based on the status of an account holder for any year, including a foreign partnership or
trust account holder (as also required for a foreign partnership or trust in the instructions
to Form W-8IMY, Certificate of Foreign Intermediary, Foreign Flow-Through Entity, or
Certain U.S. Branches for United States Tax Withholding and Reporting).
(2) Requirements for disclosing QIs
. Comments also raised concerns with the
proposed requirement in Notice 2022-23 that a QI must, when acting as a disclosing QI
for a payment of a PTP distribution or amount realized from the sale of a PTP interest,

act as a disclosing QI for the entire amount of the payment. Because this requirement
could apply when multiple account holders of a QI receive a payment of a PTP
distribution or amount realized from the sale of a PTP interest, the comments noted that
a QI's failure to provide valid documentation to its withholding agent for any account
holder (which includes a U.S. TIN for the account holder) would prevent the QI from
acting as a disclosing QI with respect to all account holders receiving the payment. One
comment requested that a QI be permitted to act as a disclosing QI on both an account-
by-account and payment-by-payments basis. The comment also requested that
disclosing QIs be permitted to apply the documentation requirements applicable to
nonqualified intermediaries, an allowance that would not require a disclosing QI to
provide valid payee documentation to its withholding agent when reduced withholding is
not sought. Another comment more specifically requested that a disclosing QI be
permitted to provide documentation to its withholding agent for a foreign account holder
that does not include a U.S. TIN. Finally, another comment requested clarification on
whether a QI would be permitted to act as a disclosing QI for a U.S. account holder (in
addition to its foreign account holders).
The 2023 QI Agreement incorporates the requirement of Notice 2022-23 that a
QI must act as a disclosing QI for the entire amount of a PTP distribution or amount
realized from the sale of a PTP interest. Retaining this requirement will prohibit a
disclosing QI from acting as a nonqualified intermediary with respect to any account
holder receiving a payment of a PTP distribution or amount realized and will thereby
require the QI to withhold to the extent required under the 2023 QI Agreement due to
underwithholding by its withholding agent on the amount paid to the account holder.

See sections 3.02(C) and 10.05(C)(9) of the 2023 QI Agreement (covering, respectively,
a QI's residual withholding requirement and a QI reviewer's requirement to determine
any underwithholding when a QI acts as a disclosing QI).
In consideration of the comments, however, the 2023 QI Agreement clarifies the
requirements of a disclosing QI with respect to the specific payee documentation it
provides to its withholding agent for a foreign partner. Under the 2023 QI Agreement,
this documentation must be a Form W-8 for each foreign partner receiving the payment,
but without regard to whether the Form W-8 includes a U.S. TIN. This provision
addresses concerns that a QI would not otherwise be permitted to act as a disclosing QI
for the entire amount of a payment made to multiple account holders due to any account
holder failing to provide its U.S. TIN despite the QI's efforts to obtain the TIN under
section 5.01(A) of the 2023 QI Agreement. See section 4.01(1) of this Revenue
Procedure.
Concerning whether a QI may act as a disclosing QI for a payment allocable to a
U.S. account holder, the Treasury Department and the IRS intended this result as part
of Notice 2022-23. For clarification, the 2023 QI Agreement adds a reference to Form
W-9, Request for Taxpayer Identification Number and Certification, as part of the
specific payee documentation that a disclosing QI may provide to its withholding agent.
(3) Partner information reporting
. For a QI not acting as a disclosing QI for a
PTP distribution or amount realized paid to an account holder, Notice 2022-23 proposed
to require that the QI issue to the account holder the statement that is described in
§1.6031(c)-1T(h). Section 1.6031(c)-1T(h) requires this statement to include
information that generally corresponds to the information that the PTP would have

provided the account holder on a Schedule K-1 (Form 1065)). The requirement to issue
this statement would apply unless the QI is able to provide to the PTP (or the PTP's
agent) the statement specified in §1.6031(c)-1T(a) with respect to the account holder.
A comment on this proposed requirement requested the allowance of a simplified
or modified Schedule K-1 that a QI would be permitted to issue to an account holder in
lieu of a separate statement for purposes of §1.6031(c)-1T(h). In response to this
comment, the 2023 QI Agreement permits a QI to issue the statement by providing to
the account holder the Schedule K-1 issued by the PTP to the QI when the QI includes
with the Schedule K-1 supplemental information determined by the QI indicating the
percentage of each amount on the Schedule K-1 applicable to the account holder.
For a QI acting as a disclosing QI for a PTP distribution or amount realized paid
to an account holder, Notice 2022-23 proposed a requirement for the QI to provide the
statement specified in §1.6031(c)-1T(a) to the PTP (or the PTP's agent) or to the QI's
nominee for the payment. Comments asserted that providing this statement to a
nominee is unnecessary when the nominee maintains fully segregated and disclosed
accounts for the account holders of a disclosing QI receiving these payments because
the QI would already have provided the nominee with the partner information for the
nominee to report under §1.6031(c)-1T(a) with respect to the PTP interests held by the
QI. In response to these comments, the 2023 QI Agreement provides that the
statement specified in §1.6031(c)-1T(a) is not required to be provided to a QI's nominee
to the extent the nominee maintains fully segregated and disclosed accounts for the
disclosing QI's account holders that include the information for the PTP to issue the
statement. With respect to the information required on a statement provided by a QI

under §1.6031(c)-1T(a), the 2023 QI Agreement specifies that it must include a U.S.
TIN for a foreign account holder only when provided by the account holder to the QI.
With respect to the definition of a nominee included in Notice 2022-23, one
comment noted that the term "nominee" is defined by reference to the definition under
§1.1446-4(b)(3) (covering only nominees permitted to assume withholding on PTP
distributions under section 1446(a)) and questioned whether this definition should apply
for purposes of proposed section 8.07 of the 2023 QI Agreement. In response to this
comment, the 2023 QI Agreement defines a nominee for purposes of section 8.07 to
mean any entity that holds a PTP interest directly or indirectly for another person
(similar to the term as used in §1.6031(c)-1T(a)).
(4) Validity period for section 1446 documentation
. Comments requested
clarification on whether a QI would be required to obtain revised documentation from
account holders for each payment of a PTP distribution or amount realized from the sale
of a PTP interest, noting that certain proposed revisions in Notice 2022-23 suggested a
payment-by-payment requirement for collecting documentation. The Treasury
Department and the IRS did not intend to establish a requirement as raised in these
comments and note that references in Notice 2022-23 to a QI's assumption of
withholding on a payment of a PTP distribution or amount realized from the sale of a
PTP interest were intended to distinguish those payments from chapter 3 payments (for
which a QI may separately assume withholding responsibilities). In response to these
comments, section 5.11(A) of the 2023 QI Agreement indicates that the validity period
of documentation for purposes of section 1446(a) or (f) is the same as the validity period

that otherwise applies to documentation under section 5.11(A) of the 2023 QI
Agreement (covering documentation other than a Form W-9).
(5) Allowance for collective refunds. A comment requested that QIs be permitted
to file collective refunds for overwithholding under sections 1446(a) and (f) with respect
to their account holders to the same extent permitted for chapter 3 payments. This
comment is not adopted as account holders receiving payments subject to withholding
under section 1446(a) or (f) are required to file U.S. income tax returns to report these
payments and should claim any associated credits or refunds of the withholding on
those returns (and report any other income required on the return). See §§1.6012-1(b)
and 1.6012-2(g). Thus, the 2023 QI Agreement includes the same restriction on a QI's
use of the collective refund procedures for overwithholding under section 1446(f) or on a
PTP distribution as in Notice 2022-23.
(6) Presumption rule for section 1446(a) withholding. Section 5.13(C) of the
2017 QI Agreement provides presumption rules for a QI withholding on payments that
cannot be reliably associated with valid documentation under section 5.13(B) of the
2017 QI Agreement. For a payment subject to withholding under section 1446(a),
Notice 2022-23 proposed to allow QIs to presume the status of an account holder when
they cannot reliably associate the payment with valid documentation, which would
require the QI to treat a partner in a PTP as a foreign person, with the rate of
withholding determined under §1.1446-4(d)(1)(iii). Because §1.1446-4(d)(1)(iii) applies
for determining the rate of withholding in those cases only when a nominee also does
not receive a qualified notice for a PTP distribution (or otherwise cannot determine the
income associated with the distribution based on the notice), the reference to §1.1446-

4(d)(1)(iii) does not cover all cases in which a QI would be required to determine the
rate of withholding under section 1446(a) due to the absence of valid documentation
associated with a partner. As a result, the 2023 QI Agreement also includes a
reference to the presumption rule of §1.1446-1(c)(3) for a QI to determine the status of
a partner as a foreign individual or corporation (and, thus, the rate of withholding) when
the QI cannot reliably associate a payment subject to section 1446(a) withholding with
valid documentation from a partner in cases not covered by the rule in §1.1446-
4(d)(1)(iii).
.02
Provisions Applicable to Qualified Derivatives Dealers and Qualified Security
Lenders. The 2017 QI Agreement includes the requirements for QIs acting as QDDs
and the requirements of QIs with respect to payments of dividend equivalents they
receive in an intermediary capacity for purposes of regulations issued under sections
871(m), 1441, 1461, and 1473 (section 871(m) regulations). The 2017 QI Agreement
requires a QI acting as a QDD to act as a QDD for all payments made as a principal
with respect to potential section 871(m) transactions and all payments received as a
principal with respect to potential section 871(m) transactions and underlying securities,
excluding any payments made or received to the extent treated as effectively connected
with the conduct of a trade or business within the United States. The 2017 QI
Agreement generally provides that a QDD must assume primary withholding
responsibility for purposes of chapters 3 and 4 and section 3406 for all payments it
makes as a QDD and that a QDD is subject to withholding on dividends (including
deemed dividends) other than dividends the QDD receives in its equity derivatives
dealer capacity in calendar year 2017. The 2017 QI Agreement requires that a QI must

act as a QDD for any securities lending or sale-repurchase transaction it enters into that
is a section 871(m) transaction unless it is acting as an intermediary in the transaction.
The 2017 QI Agreement also provides rules for how a QDD calculates its section
871(m) amount and determines its QDD Tax Liability and its requirements to report
payments on Forms 1042-S. For further information on the requirements for QIs to act
as QDDs and for withholding on payments of dividend equivalents and on dividends
paid to QDDs, see §§1.1441-1(e)(6) and 1.871-15. Finally, the 2017 QI Agreement
permits a QI to act as a qualified securities lender (QSL) in accordance with Notice
2010-46, 2010-24 I.R.B. 757, but only to the extent that a QI acts as an intermediary
with respect to payments of substitute dividends when the QI is not acting as a QDD,
and only for 2017.
Following the publication of the 2017 QI Agreement, the Treasury Department
and the IRS published a series of notices that deferred the full application of certain
provisions of the section 871(m) regulations, including certain of the requirements
applicable to QDDs, and the requirement for withholding on payments of dividends
received by QDDs in their equity derivatives dealer capacity. These notices also
extended the allowance for QIs to continue to act as QSLs and apply the provisions of
Notice 2010-46, Part III after 2017. Most recently, on September 12, 2022, the
Treasury Department and the IRS published Notice 2022-37, 2022-37 IRB 234, which
extended the prior transition relief for another two years, generally through calendar
year 2024. The portions of Notice 2022-37 that are relevant to the 2023 QI Agreement
are discussed herein.

Similar to the 2017 QI Agreement, Part V of Appendix 1 to the 2023 QI
Agreement reserves on the factual information required to be reported for a QDD with
the periodic certification, and Appendix II to the 2023 QI Agreement does not include a
sample of QDD accounts. This information is anticipated to be added to the 2023 QI
Agreement in a notice or revenue procedure that will set forth a rider to include this
information and any changes to the requirements of QDDs deemed necessary.
For the QDD provisions, the 2023 QI Agreement generally retains the provisions
of the 2017 QI Agreement with some clarifications, including some guidance for QDDs
that are a partnership or a branch of partnership (either, a "QDD Partnership"). The
2023 QI Agreement also reflects portions of prior Frequently Asked Questions (FAQs)
to supplement the 2017 QI Agreement, which are available at:
https://www.irs.gov/businesses/corporations/qualified-intermediary-general-faqs
and
Notice 2022-37. Consistent with the 2017 QI Agreement, if a QI acts as a QDD with
respect to the home office or branch, the home office or branch, as applicable, must act
as a QDD for all payments made as a principal with respect to potential section 871(m)
transactions and all payments received as a principal with respect to potential section
871(m) transactions and underlying securities, excluding any payments made or
received to the extent treated as effectively connected with the conduct of a trade or
business within the United States. It may not act as a QDD with respect to any other
payments. It is expected that additional guidance will be provided regarding dividend
equivalents and QDDs in the future. Below is a summary of the significant changes
from the 2017 QI Agreement relating to section 871(m).

(1) QSL. Notice 2022-37 extended the period that withholding agents may apply
the QSL rules provided in Notice 2010-46, Part III, for U.S. source substitute dividend
payments made in calendar year 2023 and 2024. Under the 2023 QI Agreement, a
withholding agent may not act as a QSL for payments made after calendar year 2024.
Until December 31, 2024, if a QI that is not acting as a QDD acts as a QSL, it must act
as a QSL and assume primary withholding responsibility (including Form 1099
reporting) for all substitute dividends received and paid by the QI when acting as an
intermediary or dealer with respect to securities lending and similar transactions. A QI
that acts as a QDD may not act as a QSL, except as described in the prior sentence
with respect to payments on securities lending or sale-repurchase transactions for
which the QI has determined that it is acting as an intermediary. QIs acting as
intermediaries (but not as QSLs) for substitute dividends must also assume primary
withholding responsibility with respect to all substitute dividends when acting as
intermediaries.
(2) Reporting and compliance.
(a) Reporting. Under the 2023 QI Agreement, a QDD must assume primary
chapter 3 and chapter 4 withholding and reporting responsibility and primary Form 1099
reporting and backup withholding responsibility under section 3406 for payments made
as a QDD with respect to potential section 871(m) transactions. In addition, a QI acting
as a QDD (other than a QDD that is a foreign branch of a U.S. financial institution and
as modified for QDD Partnerships, discussed below) remains liable for its QDD Tax
Liability and must report that liability on the appropriate U.S. tax returns. U.S. financial
institutions and U.S. partners of any QDD Partnership must pay appropriate U.S. taxes

on the relevant QDD's activities. The 2023 QI Agreement clarifies that a QI that is a
QDD (or has a branch that is a QDD) should file (1) a Form 1120 if it is a domestic
corporation, (2) a Form 1120-F if it is a foreign corporation, or (3) a Form 1065 if it is a
partnership. In addition, all QDD Partnerships must file Forms 1042-S with respect to
any amounts under section 3.09 of the 2023 QI Agreement, as modified for a QDD
Partnership, allocated to each of their foreign partners. The Form 1120-F or 1065, as
applicable, must be filed whether or not it would have to be filed if the entity were not a
QDD (for example, a foreign corporation cannot rely on the exceptions to filing in the
Form 1120-F). Although the Form 1065 does not have a Schedule Q, each QDD of a
QDD Partnership must provide comparable information, as detailed in section 7.01(C) of
the 2023 QI Agreement.
(b) Compliance. While a QDD is not required to perform a periodic review for
calendar years 2023 and 2024 with respect to its QDD activities, the 2023 QI
Agreement requires a QDD to certify, as part of its periodic certification, that it made a
good faith effort to comply with the section 871(m) regulations and relevant provisions of
the 2023 QI Agreement. The 2023 QI Agreement clarifies that in order to rely on the
good faith effort standard, a QI must provide the information previously specified by
FAQ #19 – Certifications and Periodic Reviews for the 2017 QI Agreement.
In addition, the 2023 QI Agreement adds that a QDD must include information
about dividends that are received in its equity derivatives dealer capacity on its
withholding statement for calendar years 2023 and 2024 (which may be done by
designating one or more accounts, if the only dividends that can be received by those
accounts are in the QDD's equity derivatives dealer capacity).

(3) QDD partnership. The 2023 QI Agreement provides guidance on how the
agreement applies to a QDD Partnership. For example, the 2023 QI Agreement
provides that the QDD Tax Liability for each QDD of a QDD Partnership is the gross
income components of the section 3.09 amounts, instead of the amounts of tax liability
under section 881, and that it includes any withholding required to be done by the
partnership with respect to its partners. It also ensures that QDD Partnerships and their
partners retain the same dividend equivalent payment timing as non-partnerships, and
therefore requires that a QDD Partnership determine the QDD Tax Liability of its
partners and any dividend equivalent payments in the QDD's non-equity derivative
dealer capacity on the date provided in §1.871-15(j)(2) for the applicable dividend for
withholding and reporting purposes. In addition, a QDD partnership must include either
withholding rate pool information or specific payee information regarding its partners
when it provides a withholding statement under section 6.02 of the 2023 QI Agreement
and must file a recipient specific Form 1042-S for each foreign partner in connection
with its withholding requirement under section 3.09 of the 2023 QI Agreement.
(4) Clarifications and FAQ incorporations.
(a) Naming convention. Under the 2023 QI Agreement, each QDD must
separately qualify and be approved for QDD status. In applying for QDD status, the
applicant must follow the naming convention described in section 2.63 of the 2023 QI
Agreement on its application and, if approved as a QDD, on any other tax forms or other
materials for which the QDD must be identified. This is the same naming convention
that was previously described in an FAQ #13 – Certifications and Periodic Reviews for
the 2017 QI Agreement.

(b) Eligible entity. The 2023 QI Agreement revises the eligible entity definition
in section 2.23 to conform to §1.1441-1(e)(6)(ii). As noted in a prior FAQ #14 – New
Applications/Renewals, the "any other person otherwise acceptable to the IRS" category
is not intended to function as a significant expansion of the definition of eligible entity. If
an applicant does not satisfy one of the specific categories, the applicant should explain
why its facts are very similar to a specified category and describe how it is regulated.
(c) Waivers. See section 4.04(1)(e) of this Revenue Procedure.
.03 Stakeholder Remarks on 2017 QI Agreement. Following publication of the
2017 QI Agreement, stakeholders requested clarification on certain of its provisions,
some of which were addressed as part of FAQs (in addition to the FAQs related to
QDDs referenced in section 4.02 of this Revenue Procedure). This section 4.03
summarizes those stakeholders' remarks and the related changes that are included in
the 2023 QI Agreement.
(1) Beneficiaries of certain tax-free plans as direct account holders – Sec. 2.02.
The 2017 QI Agreement defines a direct account holder as any account holder who has
a direct relationship with a QI that is an FFI (which includes a flow-through entity such
as a grantor trust). A stakeholder noted uncertainty in the 2017 QI Agreement on
whether this definition could be applied to certain tax-free savings accounts that are
treated as trusts under applicable non-U.S. local law but have a single grantor and
beneficiary who is treated as the account holder for purposes of a QI's anti-money
laundering/know-your-customer (AML/KYC) requirements. The stakeholder requested
clarification on whether a QI may treat the sole beneficiary of the trust in these cases as
a direct account holder of an account held by the trust, a treatment that would result in

more favorable documentation requirements for a QI than treating the beneficiary as an
indirect account holder.
In response, the IRS issued FAQ #4 – Provisions for 2017 QI Agreement, which
allows a QI to treat the beneficiary of a tax-free plan as a direct account holder,
provided that several requirements are met. The 2023 QI Agreement adopts the
requirements of FAQ #4 in the definition of a direct account holder in section 2.02(A).
(2) KYC Attachments as part of QI agreement – Sec. 2.03. Unlike QI
agreements that preceded the 2017 QI Agreement, the 2017 QI Agreement was not
printed and signed in hard copy. As a result, the 2017 QI Agreement did not include the
references to "KYC Attachments" for purposes of the IRS-approved attachments
applicable to a QI that had been affixed to prior QI agreements. Due to this change, a
stakeholder raised its concern that the 2017 QI Agreement did not incorporate the KYC
Attachments relevant to a QI. As a result, the IRS issued FAQ #3 – Provisions for 2017
QI Agreement, which states that the IRS did not intend to change the applicability of the
approved KYC Attachments in the 2017 QI Agreement, and that QIs may treat an
approved KYC Attachment as incorporated into their agreements. The 2023 QI
Agreement incorporates this FAQ by defining "Agreement" to include the know-your-
customer rules included in a country attachment on IRS.gov relevant to the QI (or a
branch of the QI).
(3) Joint account treatment and certification of chapter 4 status - Sec. 4.05.
Under section 4.05(A)(1) of the 2017 QI Agreement, a foreign partnership or trust to
which a QI applies joint account treatment must have a chapter 4 status as a certified
deemed-compliant FFI (other than a registered deemed-compliant Model 1 IGA FFI), an

owner-documented FFI with respect to a QI, an exempt beneficial owner, or an NFFE,
or it must be covered as an account that is excluded from the definition of financial
account under Annex II of an applicable IGA or under §1.1471-5(a). Additionally, a QI is
required to obtain from each partnership or trust a certification indicating that the
partnership or trust maintained a permissible chapter 4 status during the QI's entire
certification period and must, as part of Appendix I to the 2017 QI Agreement, indicate
that it was provided these certifications.
Stakeholders remarked that requiring QIs to obtain chapter 4 certifications for
each certification period is burdensome given the significant number of partnerships and
trusts to which many QIs apply joint account treatment. The stakeholders noted that,
aside from this requirement, a withholding agent or QI may continue to rely on a chapter
4 status represented on a Form W-8IMY from a partnership or trust until the QI has
reason to know or actual knowledge that it is unreliable or incorrect (and which a
partnership or trust must otherwise update when applicable).
In response, the IRS released FAQ #11 – Certifications and Periodic Reviews.
This FAQ allows a QI to rely upon a valid Form W-8IMY it has on file (and which a QI
may rely on under section 5.10 of the 2017 QI Agreement) to determine a permissible
chapter 4 status of a partnership or trust for purposes of section 4.05 of the 2017 QI
Agreement. Thus, if a QI properly relies on a Form W-8IMY described in the previous
sentence, it is not required to obtain an additional certification of chapter 4 status from
the partnership or trust. Consistent with the FAQ, the 2023 QI Agreement omits the
requirement included in the 2017 QI Agreement for a QI to obtain the additional
certifications regarding the chapter 4 statuses of partnerships and trusts for purposes of

section 4.05 and the related requirement to make the representation in Appendix I that it
received these certifications.
(4) Reporting limitation on benefits category – Sec. 5.03. The 2017 QI
Agreement requires QIs to collect and report on Forms 1042-S the specific category of
the limitation on benefits (LOB) provision claimed by an entity account holder. A
stakeholder requested that the IRS require specific LOB information to be reported only
when a QI files a recipient-specific Form 1042-S as otherwise QIs would be required to
report withholding rate pool information separately for each LOB category when filing
Forms 1042-S. In response to this request, section 5.03(B) of the 2023 QI Agreement
clarifies that QIs are required to report the specific LOB category claimed by an entity
account holder only on a recipient-specific Form 1042-S. See also section 8.02(P) of
the 2023 QI Agreement and section 4.03(7) of this Revenue Procedure.
(5) Validity standards for documentation – 5.10(B). Under section 5.10(B) of the
2017 QI Agreement (providing validity standards for reliance on documentation), a QI
that is a financial institution, an insurance company, or a broker or dealer in securities
has reason to know that documentation provided by a direct account holder is incorrect
or unreliable only as prescribed in §1.1441-7(b)(3). Section 1.1441-7(b)(3) cross-
references §1.1441-7(b)(4) through (b)(9), which provides requirements for reliance on
documentation for claims of foreign status and reduced withholding under an income tax
treaty. Section 1.1441-7(b)(5)(i) provides that a withholding certificate furnished to
establish foreign status is incorrect or unreliable if the withholding agent has a current
residence or mailing address as part of its account information that is an address in the
United States. For an account holder claiming treaty benefits based on documentary

evidence, §1.1441-7(b)(9)(i) provides that documentary evidence is unreliable or
incorrect if the withholding agent has a current mailing or current permanent residence
address for the direct account holder (whether or not on the documentary evidence) that
is outside the applicable treaty country or has no permanent residence address for the
account holder.
Stakeholders noted that the cross-reference to §1.1441-7(b)(3) broadened the
validity standard applicable to a claim of foreign status from that included in prior
versions of the QI agreement, which required a QI to treat the claim as unreliable or
incorrect based on having a U.S. address for an account holder (rather than a U.S.
address in the account information). Stakeholders also remarked that by requiring a
permanent residence address for an account holder claiming treaty benefits based on
documentary evidence, the 2017 QI Agreement imposed a further requirement for
reliance on a treaty claim not included in prior QI agreements.
In response, the IRS issued FAQs #1 and #2 – Provisions for 2017 QI
Agreement. FAQ #1 states that a QI is required to treat a Form W-8 provided by a
direct account holder as unreliable for purposes of a claim of foreign status if the QI has
a U.S. mailing or permanent address for the account holder. Additionally, FAQ #2
states that the IRS would not require a QI to re-document a direct account holder
claiming treaty benefits for purposes of section 5.10(B) of the 2017 QI Agreement,
provided that it had documented the account holder before January 1, 2018, in
accordance with the prior guidance applicable to a QI. For a direct account holder
claiming treaty benefits and documented on or after January 1, 2018, FAQ #2 did

require that a QI have a permanent residence address for the direct account holder in
the jurisdiction associated with the documentary evidence.
Section 5.10(B) of the 2023 QI Agreement incorporates the conditions specified
in both FAQs for a QI's validity requirements for relying on documentation. Additionally,
as section 5.10(A) of the 2017 QI Agreement included only a limited number of cross
references to regulations covering the validity requirements for withholding agents, the
2023 QI Agreement provides additional cross references to the specific provisions of
those regulations and reorganizes section 5.10 with additional subsections for easier
reference. Section 5.10(A) also includes cross references to regulations addressing
general validity standards applicable to documentation for purposes of sections 1446(a)
and (f).
(6) Curing hold mail instruction – Sec. 5.10(D). In 2017, in TD 9808, 82 FR
29719, the Treasury Department and the IRS promulgated temporary regulations (the
2017 temporary regulations), which allow a withholding agent to treat an address
subject to a hold mail instruction as a beneficial owner's or account holder's permanent
residence address, provided that the withholding agent obtained documentary evidence
establishing the person's residence in the country for which the person claimed to be a
resident for tax purposes. Comments received on the 2017 temporary regulations
requested that the hold mail rule be eliminated or otherwise that a withholding agent be
allowed to rely on documentary evidence merely establishing a person's foreign status
(including documentary evidence that does not indicate an address). With respect to
the 2017 QI Agreement, a stakeholder requested similar relief for QIs that receive
addresses subject to hold mail instructions from their account holders.

In 2020, in TD 9890, 85 FR 192, the Treasury Department and the IRS published
final regulations (the 2020 final regulations) that modify the hold mail rules set forth in
the 2017 temporary regulations to allow a withholding agent to treat an account holder's
address subject to a hold mail instruction as a permanent residence address if the
withholding agent obtains documentary evidence that supports the person's claim of
foreign status or, for a claim of treaty benefits, the person's residence in the country
where the benefits are claimed. For these purposes, the 2020 final regulations allow a
withholding agent to rely on documentary evidence described in §1.1471-3(c)(5)(i),
without regard to whether the documentation contains a permanent residence address.
Section 5.10(D) of the 2023 QI Agreement includes the same requirements as the 2020
final regulations regarding when a QI may treat an address subject to a hold mail
instruction as a permanent residence address.
(7) Furnishing recipient-specific Form 1042-S to account holder – Sec. 8.02.
When overwithholding is applied to a payment made to a QI's account holder and the QI
does not apply for a collective refund, the 2017 QI Agreement requires the QI to provide
a recipient-specific Form 1042-S when requested by the account holder. In response to
this requirement, stakeholders raised various concerns. Some stakeholders requested
a specified time limitation regarding when an account holder should be able to obtain a
recipient-specific Form 1042-S from a QI. Additionally, a stakeholder further requested
that QIs not be required to issue a recipient-specific Form 1042-S to an account holder
that does not provide a U.S. TIN. Lastly, another stakeholder noted that an account
holder may need a Form 1042-S to support a credit for withholding on its U.S. income
tax return even when no overwithholding occurred.

Notice 2022-23 proposed a modification to the QI agreement for the issuance of
a recipient-specific Form 1042-S for a payment subject to withholding on a PTP
distribution or under section 1446(f). This modification would require a QI to provide a
recipient-specific Form 1042-S to a foreign partner for a payment in those cases only
when the partner provides its U.S. TIN (or indicates it has applied for a TIN) to the QI
and requests the form within three calendar years of the year of the payment for which
the form is requested. Comments on this proposed requirement questioned whether a
QI should in all cases defer issuing a Form 1042-S until the account holder provides its
U.S. TIN to the QI.
In response to concerns and to broaden the proposed modification in Notice
2022-23 to cover additional payments subject to withholding, section 8.02(P) of the
2023 QI Agreement generally requires a QI to provide an account holder with a
recipient-specific Form 1042-S if the account holder makes a written request for the
form within two calendar years following the year of the payment for which the form is
requested. If, however, a QI files a Form 1042-S to report a payment subject to section
1446(a) or (f) withholding with respect to an account holder that requests a Form 1042-
S for the same calendar year, the request must be made in writing within three calendar
years of the year of the payment, and the QI must provide the account holder with a
separate Form 1042-S for each amount reportable on Form 1042-S that was paid to the
account holder for the calendar year.
The three-year period referenced in the preceding sentence is intended to
provide a foreign account holder additional time to request a Form 1042-S due to its
own requirement to file a U.S. income tax return to report an amount subject to section

1446(a) or (f) withholding, which applies regardless of whether its tax liability on the
payment was fully satisfied through the withholding. Also, since an account holder may
be required to file a U.S. income tax return in those and certain other cases, even when
not requesting a refund of overwithholding, the 2023 QI Agreement does not limit a QI's
requirement to issue a recipient-specific Form 1042-S to cases of overwithholding.
Additionally, because the IRS requires that a Form 1042-S used to support an account
holder's credit for withholding claimed on an income tax return include the account
holder's U.S. TIN, the 2023 QI Agreement omits the allowance in Notice 2022-23 that
permitted the account holder to represent to a QI that it had applied for a U.S. TIN when
requesting a recipient-specific Form 1042-S. The requirement for an account holder's
U.S. TIN applies to any request for a recipient-specific Form 1042-S.
Finally, in the case of a recipient-specific Form 1042-S issued by a QI to an
account holder of a disclosing QI, the 2023 QI Agreement requires that the QI also
issue a recipient copy of the Form 1042-S to the disclosing QI. This requirement, which
was not included in Notice 2022-23, was also added to the 2023 instructions for Form
1042-S for a withholding agent making payments of PTP distributions or amounts
realized to a QI acting as a disclosing QI.
(8) Certification due date for third-year review – Sec. 10.03. The 2017 QI
Agreement requires a QI conducting a periodic review for the third year of a certification
period to submit its periodic certification by December 31 of the year following the end
of the certification period. Citing a QI's dependence on other parties in completing a
periodic review, a stakeholder requested that the IRS allow QIs selecting the third year
of a certification period for their periodic reviews to have until June 30 of the second

year following the certification period to submit their periodic certifications. The 2023 QI
Agreement retains the December 31 due date included in the 2017 QI Agreement. A
QI, may, however, seek an extension to this due date, which will be considered on a
case-by-case basis by the IRS and granted under appropriate circumstances.
(9) Standards of independence for external reviewers – Sec. 10.04. A QI may
use either an internal or external reviewer to conduct the periodic review required by
section 10.04 of the 2017 QI Agreement. The 2017 QI Agreement generally describes
the standard of independence required of an external reviewer by specifying that the
reviewer cannot review systems, policies, or procedures that the reviewer (or the
reviewer's firm) was involved in designing, implementing, or maintaining for a QI.
Similarly, the preamble to the 2017 QI Agreement states that a reviewer's
independence should be determined on a firm-wide basis and that the reviewer must
have sufficient independence to objectively conduct the review and cannot review his or
her own work or the work of others in the reviewer's firm.
A stakeholder requested clarification on the 2017 QI Agreement's standard of
independence applicable to an external reviewer and raised questions concerning the
application of the standard in certain scenarios. In consideration of this request and that
the 2017 QI Agreement may have prescribed an independence standard that goes
beyond external reviewers' professional standards, the IRS issued FAQ #2 –
Certifications and Periodic Reviews. The FAQ states that the IRS will allow an external
reviewer of a QI to apply the same standards of independence that would otherwise
apply to its engagement to conduct the periodic review (such as an engagement to
perform "agreed upon procedures"). In Section 10.04(A)(2), the 2023 QI Agreement

adopts the allowance provided in FAQ #2 for purposes of the standard of independence
for an external reviewer.
(10) Final certification and periodic review for terminating QIs – Sec. 11.05.
Section 11.02(B) of the 2017 QI Agreement requires a QI terminating its QI agreement
to submit a final certification within six months of the date of termination regardless of
whether a periodic review has been completed for the portion of the certification period
preceding termination. For a case in which a QI terminates its QI agreement
(predecessor QI) and merges into or is acquired by another QI that assumes the
predecessor QI's obligations relating to the predecessor QI's QI agreement (successor
QI), section 11.05 of the 2017 QI Agreement provides that either QI must deliver a
notice of termination and merger to the IRS. Additionally, the successor QI must
provide the predecessor QI's final certification and include the predecessor QI in its
periodic review following the merger.
After publication of the 2017 QI Agreement, a stakeholder requested that the IRS
establish a coordinated approach for QIs to conduct periodic reviews and make periodic
certifications following a merger of QIs or an acquisition of a QI by another QI to avoid
duplicative certifications and periodic reviews. The stakeholder suggested that the IRS
allow separate certifications to be made by the predecessor QI and successor QI or a
consolidated certification that covers both entities to be submitted by the successor QI.
In the case of a consolidated certification, the stakeholder requested that the deadline
for the successor QI to submit a certification for the predecessor QI be deferred from
the deadline for a terminating QI's final certification to align with the deadline for the
successor QI's next periodic certification. The stakeholder also requested that, in the

event of a merger or acquisition, the IRS require only one periodic review to be
conducted by the successor QI, which would cover both entities for the final certification
period of the predecessor QI.
Similar to the 2017 QI Agreement, the 2023 QI Agreement provides that a QI
terminating its QI agreement must submit a final certification within six months of
termination. The 2023 QI Agreement specifically provides, however, that if a QI
terminates its QI agreement in the final year of a certification period, the QI must submit
a periodic review report covering one of the two years before the year of termination
that meets the requirements of section 10.06, unless the QI is granted a waiver
pursuant to section 10.07. Otherwise, no periodic review is required for the final
certification period of a QI terminating its QI agreement.
In consideration of the stakeholder remarks above, the 2023 QI Agreement
includes certain changes to specify the requirements for a QI's termination that are
applicable to a predecessor QI and successor QI. The 2023 QI Agreement provides
that if a predecessor QI merges into or is acquired by a successor QI and the
predecessor QI is required to submit a periodic review report due to its termination, the
predecessor QI may satisfy this requirement through a combined periodic review.
Under the 2023 QI Agreement, a combined periodic review is a review that
covers one of the two years before the year of the predecessor QI's termination and that
includes accounts of both the predecessor QI and successor QI for purposes of the
review procedures in section 10.05 relating to documentation and withholding. This
allowance should provide for a reduced number of accounts to be reviewed when a QI's

reviewer applies a sampling methodology. See Appendix II of the 2023 QI Agreement
for requirements for a combined periodic review based on a sampling of accounts.
Notwithstanding the performance of a combined periodic review, the predecessor
QI and successor QI must make separate certifications for the period covered by the
combined periodic review. A predecessor QI may, however, obtain a six-month
extension from the deadline to submit its final certification under section 11.02(B) of the
2023 QI Agreement, provided that the request for extension indicates that it is being
made due to the combined periodic review and is delivered to the IRS before the
deadline for the final certification under section 11.02(B).
(11) Waiver of periodic review for QI assuming withholding on substitute interest
– Appendix I. A QI may seek a waiver of the requirement to conduct a periodic review if
the eligibility requirements in section 10.07(B) of the 2017 QI Agreement are met.
Section 10.07(C) of the 2017 QI Agreement also requires a QI seeking a waiver to
provide the information described in Appendix I of the 2017 QI Agreement. For a QI
assuming primary withholding responsibility on payments of substitute interest, Part VI
of Appendix I to the 2017 QI Agreement requires the QI to provide certain information
regarding these payments as part of its periodic certification.
A stakeholder noted that a periodic review must be completed for QIs to provide
certain information requested in Part VI of Appendix I. Because this information is
required even when a QI requests a waiver of the periodic review, a QI assuming
primary withholding responsibility on payments of substitute interest would be unable to
request a waiver. In response, the IRS issued FAQ #12 – Certifications and Periodic
Reviews, which states that QIs assuming primary withholding responsibility for

payments of substitute interest and that are eligible for a waiver of the periodic review
requirement do not need to complete Part VI of Appendix I of the 2017 QI Agreement.
The 2023 QI Agreement incorporates this allowance in the general instructions to
Appendix I.
.04 Compliance Requirements for QIs. The 2017 QI Agreement sets forth review
steps in sections 10.05(A) through (E) for a QI's reviewer to apply in conducting the
periodic review of a QI. These steps relate to a QI's compliance with its documentation,
withholding and reporting requirements under chapters 3, 4 and 61 (including for
payments of substitute interest and QDD activities) and related provisions of the 2017
QI Agreement. Appendix I to the 2017 QI Agreement includes the certifications and the
factual information to be furnished by a QI and the material failures and events of
default that a responsible officer must consider in making a QI's periodic certifications.
Appendix I further includes information and representations for a QI applying for a
waiver of its periodic review requirement. Appendix II of the 2017 QI Agreement
describes statistical sampling procedures that a QI's reviewer may use in conducting a
periodic review, which take into account the review steps set forth in section 10.05 of
the 2017 QI Agreement.
The 2023 QI Agreement largely incorporates the review steps and compliance
requirements in the 2017 QI Agreement and adds to those requirements for purposes of
a QI's responsibilities under sections 1446(a) and (f) which, as described in section 4.01
of this Revenue Procedure, were not included in Notice 2022-23 (except for material
failures and events of default relating to sections 1446(a) and (f)). This section 4.04
sets forth a summary of the significant revisions made to section 10 and Appendices I

and II of the 2017 QI Agreement that are included in the 2023 QI Agreement relating to
a QI's requirements under sections 1446(a) and (f) and other requirements that the
Treasury Department and IRS have determined are appropriate to add to the 2023 QI
Agreement for evaluating a QI's compliance. This section 4.04 also describes new
Appendix III of the 2023 QI Agreement.
Although the 2023 QI Agreement adds certain review steps and compliance
procedures for QIs, the 2023 QI Agreement does not amend the allowance that a QI's
periodic review may be conducted for any calendar year covered by the certification
period. Thus, a QI acting as a QI for purposes of withholding under section 1446(a) or
(f) (in addition to its other withholding responsibilities as a QI) may select any year of its
certification period for the periodic review to the same extent permitted under the 2017
QI Agreement.
(1) Revisions to section 10 of the QI agreement.
(a) Periodic review procedures. The 2023 QI Agreement expands the scope
of the periodic review procedures in section 10.05 of the 2017 QI Agreement to include
a QI's requirements under sections 1446(a) and (f) and other withholding on PTP
distributions. For this purpose, the procedures include a review of documentation
associated with QI accounts receiving PTP distributions and amounts realized from the
sale of PTP interests to determine any documentation failures and underwithholding on
those payments. A review step is specifically included to determine any
underwithholding applicable to a QI acting as a disclosing QI. This step requires a
reviewer to compare copies of the Forms 1042-S issued by a QI's withholding agent to
the QI's account holders to determine whether the withholding reported was sufficient

based on the results of the documentation review in section 10.05(A). A review step is
also added for purposes of a QI's compliance with the reporting required under section
8.07 of the 2023 QI Agreement. Another review step is added to confirm that a QI did
not apply the joint account option for purposes of section 1446(a) or (f) (a restriction
consistent with a proposed modification in Notice 2022-23).
The review steps include certain other changes from the 2017 QI Agreement.
Review steps are added to determine whether a partnership or trust to which a QI
applies the joint account option has a permitted chapter 4 status and, more generally,
that a review for underwithholding in these cases is performed when a QI assumes
withholding (in addition to when a QI provides withholding rate pools). See section
4.03(1) of this Revenue Procedure and sections 10.05(B) and (C) of the 2023 QI
Agreement. For the review steps for payments included in withholding rate pools,
section 10.05(B) indicates that the last payment of each income type made by the QI for
the year may (at a minimum) be reviewed for determining any underwithholding. For a
QI acting as a QSL or otherwise acting as an intermediary for substitute dividends, a
review step is added in section 10.05(C) for the requirement that a QI assume
withholding on all such payments (with a similar review step added for a QI assuming
withholding on substitute interest payments). For section 10.05(D), a review step is
added for a reviewer to determine whether a QI failed to report with respect to any of its
U.S. account holders. Finally, certain descriptions of review steps include a limited
number of non-substantive changes for clarification.
(b) Designating compliance QI to execute Form 872. Under the 2017 QI
Agreement, two or more QIs that are members of a group of entities under common

ownership may establish a consolidated compliance group (CCG) upon approval by the
IRS. Each QI that is a member of a CCG (CCG member) must designate a QI
(Compliance QI) in the group to act on its behalf for purposes of conducting a
consolidated periodic review and making a periodic certification. Additionally, a
Compliance QI must agree to be jointly and severally liable for the obligations and
liabilities relating to the QI agreement of any CCG member for the period covered by the
CCG.
The 2023 QI Agreement adopts the 2017 QI Agreement's provisions regarding
CCGs and adds a requirement that each CCG member designate, in writing, the
Compliance QI to act as its agent to execute Form 872, Consent to Extend the Time to
Assess Tax, for extending the period to assess tax relevant to the 2023 QI Agreement.
As part of this requirement, a Compliance QI must retain these designations and its
agreement with the CCG members to act as their agent. The IRS anticipates that these
requirements will provide a more efficient process for executing and providing Forms
872 requested as part of an IRS review of a CCG's compliance or consolidated review
plan.
(c) Submission of periodic review report. The 2017 QI Agreement generally
requires the responsible officer of a QI to arrange for the performance of a periodic
review, the results of which must be documented in a written report addressed to the
responsible officer. Section 10.06 of the 2017 QI Agreement does not require a QI to
submit the periodic review report with its periodic certification absent an IRS request for
the report. However, the IRS considers its analysis of a periodic review report integral
to ensuring a QI's compliance (and thus typically requests the reports in its reviews).

For efficiency, the 2023 QI Agreement requires QIs to submit a copy of their periodic
review report with their periodic certification.
(d) Submission of remediation plan. Section 10.03 of the 2017 QI Agreement
requires a QI to submit a qualified certification in accordance with Part II.B of Appendix I
when it has identified a material failure that has not been corrected as of the date of the
periodic certification or has identified an event of default applicable to the certification
period (and which the QI must disclose). Under Part II.B.3 of Appendix I of the 2017 QI
Agreement, a QI must take appropriate actions to prevent such failures from recurring
and may be required to provide the IRS with a written plan to correct each failure.
The IRS views remediation plans as critical to ensuring that all QIs institute
appropriate and timely actions to address any material failures and events of default.
As a result, the 2023 QI Agreement requires a QI that submits a qualified certification to
complete the remediation plan information detailed in Part II.B.3 of Appendix I and
submit this information with the certification.
(e) Waiver of periodic review. Section 10.07 of the 2017 QI Agreement
generally allows a QI that has not received more than $5 million in reportable amounts
in each calendar year of a certification period to apply for a waiver of its periodic review
requirement. To obtain a waiver, a QI must meet the eligibility requirements set forth in
section 10.07(B) of the 2017 QI Agreement and provide certain representations and
factual information with its periodic certification, which are detailed in Part III of
Appendix I. Additionally, a QI may not obtain a waiver when it acts as a QDD.
The 2023 QI Agreement adopts the requirements for a waiver in the 2017 QI
Agreement with certain modifications. Under the 2023 QI Agreement, to be eligible to

apply for the waiver a QI must, in determining whether it received more than $5 million
in reportable amounts in each calendar year of a certification period, include the amount
of PTP distributions subject to withholding under chapter 3 or 4. Additionally, in Part III
of Appendix I of the 2023 QI Agreement, a QI must provide specified information
regarding its receipt of PTP distributions and amounts realized from sales of PTP
interests and the amount of tax withheld under sections 1446(a) and (f). A QI must also
provide the information shown on Appendix III of the 2023 QI Agreement for each year
of the certification period. See section 4.04(4) of this Revenue Procedure. Finally, the
2023 QI Agreement clarifies that, although a QI acting as a QDD may not obtain a
waiver, this restriction does not apply for the 2023 and 2024 years and clarifies when
the curing of documentation is permitted to be reflected in the reporting of the factual
information required for the waiver.
(2) Revisions to Appendix I.

(a) General information with certification. Part I of Appendix I of the 2017 QI
Agreement requests certain general information to be submitted with a QI's periodic
certification, such as whether the QI assumed primary withholding responsibility, was
part of a CCG, or applied the agency or joint account option during the applicable
certification period. The 2023 QI Agreement adds certain information requests to Part I
of Appendix I regarding a QI's activities related to withholding under sections 1446(a)
and (f).
(b) Certification of internal controls. Part II.A of Appendix I of the 2017 QI
Agreement contains the certification of internal controls that a QI is required to make for
a certification period and a list of material failures and events of default a QI must

identify (when applicable). The 2023 QI Agreement adds a new certification regarding a
QI's procedures for complying with sections 1446(a) and (f) and (more generally) that
the QI has acted only to the extent permitted under the QI agreement. Thus, for
example, a QI would not be able to make this certification if it represents its status as a
QI with respect to an amount realized paid to an account holder for an interest in a
partnership that is not a PTP. The 2023 QI Agreement also adds material failures and
an event of default specific to sections 1446(a) and (f) to Part II of Appendix I. The
material failures added to Part II.D of Appendix I are as proposed in section 10.03 of
Notice 2022-23, with the addition of a material failure for a QI failing to comply with
section 5.01(A) of the 2023 QI Agreement in requesting U.S. TINs from account
holders. See section 4.01(1) of this Revenue Procedure. Part II.D of Appendix I of the
2023 QI Agreement also reflects the 2023 and 2024 transitional relief for section 871(m)
purposes discussed in section 4.02 of this Revenue Procedure by referencing a QI or
QDD's material failures based on a good faith standard.
(c) Part IV: chapters 3, 4, and 61. Part IV of Appendix I of the 2017 QI
Agreement generally sets forth factual information for purposes of chapters 3, 4, and 61
(and backup withholding under section 3406) that QIs are required to provide regarding
their accounts, documentation of account holders, withholding, and reconciliation of the
reporting of payments made and withholding. The 2023 QI Agreement generally
includes the factual information included in Part IV of the 2017 QI Agreement and, to
coordinate with new Part VII of Appendix I of the 2023 QI Agreement, specifically
excludes the factual information regarding PTP-related payments that is reported in Part
VII. The factual information relevant to PTP distributions attributable to amounts subject

to withholding under chapters 3 and 4 is, however, to be reported in Part IV of Appendix
I of the 2023 QI Agreement. See section 4.04(2)(d) of this Revenue Procedure (directly
below) for the scope of reporting in new Part VII.
Part IV of Appendix I to the 2023 QI Agreement also requires other new
information. A chart is to be completed by QIs using the safe harbor sampling method
in Appendix II for their periodic review to specify the allocation of accounts to each
certainty stratum (as referenced in section II.A.3(a) of Appendix II of the 2023 QI
Agreement). Part IV of Appendix I also requires QIs to provide certain information
regarding documentation failures (and resulting underwithholding) on a post-cure basis
(that is, by obtaining valid documentation to support reduced withholding applied by the
QI) and information regarding collective refunds for which a QI did not obtain
documentation supporting reduced withholding for any account holders. Finally, Part IV
includes new section G, Other Information (including reporting of U.S. account holders),
to indicate the number of a QI's reporting failures with respect to its U.S. account
holders and, for a QI acting as a QSL (or otherwise assuming primary withholding
responsibility for a U.S. source substitute dividend payment), to verify that the QI
assumes withholding on all such payments. See sections 10.05(C)(11) and (D)(2)
through (4) of the 2023 QI Agreement for the review steps that relate to the information
for new section G.
(d) Part VII: PTP-related payments. Part VII of Appendix I is added to the
2023 QI Agreement to set forth the factual information a QI must report when it receives
payments of PTP distributions or amounts realized from sales of PTP interests on
behalf of account holders during the certification period. Part VII references the

payments relevant for reporting as "PTP-related payments," which are described as
those payments applicable to Form 1042-S income codes 27 (PTP distributions subject
to section 1446(a)), 57 (amounts realized under section 1446(f)), or 58 (PTP distribution
with undetermined income), including when made to a U.S. partner and regardless of
whether the income is subject to withholding. Part VII requires a QI to provide certain
payment information depending on whether it assumed primary withholding
responsibility for PTP distributions or amounts realized from sales of PTP interests or
whether the QI acted as a disclosing QI when not assuming the withholding on these
amounts. Similar to Part IV of Appendix I, Part VII requests factual information relating
to a QI's accounts, documentation, withholding, and reconciliation of payments
reported. For the information relating to the review of account documentation, Part VII
also applies to partners in a partnership claiming a modified amount realized under
section 1446(f) and to grantors or owners of a trust. Part VII also requires information
related to a QI's reporting under section 8.07 of the 2023 QI Agreement.
(3) Revisions to Appendix II: statistical sampling procedures. Under the 2017 QI
Agreement, a reviewer performing a periodic review may generally use a sampling
methodology whenever examination of all accounts within a particular class of accounts
would be prohibitive due to time or expense. For this purpose, Appendix II of the 2017
QI Agreement provides safe harbor procedures covering basic sample design
parameters and methodologies, including sample size, strata allocation, and projection
of underwithholding. For purposes of the review procedures in sections 10.05(B)
through (D), Appendix II of the 2017 QI Agreement also prescribes "spot check"
procedures, which provide for a limited review of certain accounts included in the

sample of accounts following the review of a QI's documentation under section
10.05(A).
Appendix II of the 2023 QI Agreement (Appendix II) adds to the procedures in
Appendix II of the 2017 QI Agreement to include a sample of a QI's accounts receiving
payments for which withholding may apply under sections 1446(a) and (f). For this
purpose, Appendix II expands the population of accounts to be sampled to include all
accounts receiving a PTP distribution or an amount realized from the sale of a PTP
interest. To sample these accounts, Appendix II requires a stratum of the thirty top-
dollar value accounts, as determined by the total of PTP distributions and amounts
realized from sales of PTP interests paid to an account, to be segregated from the
population of accounts and reviewed (referenced as a "certainty stratum" in Appendix
II). For accounts held by partnerships and trusts for which documentation with respect
to their partners and grantors is relevant for determining withholding under section
1446(a) or (f), Appendix II permits a reviewer to sample partners and grantors using the
same chart in Appendix II for sampling accounts to which a QI applies the joint account
option.
The 2023 QI Agreement includes a limited number of other changes in Appendix
II. As discussed in section 4.03(10) of this Revenue Procedure, the 2023 QI Agreement
permits a combined periodic review in certain cases of a merger of QIs or an acquisition
of a QI by another QI (with QIs in those cases referenced as "predecessor" and
"successor" QIs). Appendix II includes additional certainty strata for sampling accounts
of a predecessor QI in a combined periodic review. The additional strata are to contain
the fifteen top-dollar value accounts of the predecessor QI as measured by the total of

reportable amounts paid to foreign recipients, reportable payments paid to U.S.
recipients, PTP distributions paid to accounts, and amounts realized from sales of PTP
interests paid to accounts. The remainder of the predecessor QI's accounts, and all the
successor QI's accounts, are then placed into the remaining strata identified in
Appendix II for further sampling. Appendix II also incorporates the provisions of certain
FAQs to the 2017 QI Agreement that detail the allocation of sample units over strata
and the maximum sample size.
For projecting underwithholding in a sample, the 2017 QI Agreement states that
the IRS will determine if a projection of underwithholding is necessary when it reviews a
QI's periodic certification. If projection is necessary, the IRS will instruct the QI or the
QI's reviewer on the use of the procedures in Rev. Proc. 2011-42 to project
underwithholding. Appendix II also incorporates the procedures of Rev. Proc. 2011-42
but provides more detailed explanations of the projection process and an example that
illustrates the stratification of a QI's accounts to accurately project underwithholding.
Appendix II also provides a revised provision for the IRS to project underwithholding on
a post-cure basis, and for this purpose, Appendix II allows a QI to continue to cure
invalid documentation up to 60 days after the date on which the IRS proposes a
deficiency.
Finally, Appendix II specifies the number of accounts includible in a spot check
for a certainty stratum (other than when using optional further stratification) and for a
stratum that includes accounts failing the documentation review (limited to when
underwithholding would result).

(4) Addition of Appendix III. Appendix III is added to the 2023 QI Agreement to
assist the IRS in determining whether Forms 1042 and 1042-S were filed accurately by
a QI for the years of a certification period not covered by a periodic review (or all such
years if a waiver of the periodic review is requested). This Appendix requires QIs to
provide, for each applicable year, certain information reported on Form 1042 and Forms
1042-S (including amended forms), by box and line, and reconcile certain information
included on the Forms 1042-S issued to the QI to the Form 1042 and Forms 1042-S
filed by the QI (and between the Form 1042 and Forms 1042-S filed by the QI). QIs will
be required to upload a completed copy of Appendix III as part of their periodic
certifications using the attachment feature in the Qualified Intermediary Application and
Account Management System (QAAMS).
.05 Miscellaneous Changes. This section 4.05 describes a limited number of
modifications to the 2017 QI Agreement included in the 2023 QI Agreement that are
unrelated to a QI's requirements under sections 1446(a) and (f), stakeholder remarks on
the 2017 QI Agreement, or to provisions of the 2023 QI Agreement addressing
requirements for QDDs and QSLs.
(1) Adjustments for overwithholding. The 2017 QI Agreement permits a QI to
apply the reimbursement and set-off procedures in §§1.1461-2 and 1.1474-2 to adjust
overwithholding and describes certain deadlines in these regulations for applying the
procedures for the repayment of overwithheld tax to an account holder and for filing a
Form 1042-S to report the overwithholding and repayment.
On December 18, 2018, the Treasury Department and the IRS published a notice
of proposed rulemaking (the NPRM) in the Federal Register, 83 FR 64757, to reduce

certain taxpayer burdens under chapters 3 and 4. The NPRM would modify the
reimbursement and set-off procedures under §§1.1461-2 and 1.1474-2 to allow a
withholding agent to use the extended due dates for filing Forms 1042 and 1042-S to
report a repayment and claim a credit (rather than the due dates without extension
under the current final regulations). The NPRM would not, however, permit a
withholding agent to apply the reimbursement or set-off procedures after the date the
Form 1042-S has been furnished to the beneficial owner or payee or is filed with the
IRS. The NPRM permits a QI to rely on its provisions until finalization.
For consistency with the NPRM and any modifications to the final requirements
of §§1.1461-2 and 1.1474-2, sections 9.01 and 9.02 of the 2023 QI Agreement cross
reference §§1.1461-2 and 1.1474-2 for the timing requirements to use these procedures
in lieu of the explanations of these requirements set forth in the 2017 QI Agreement.
(2) Chapter 3 withholding rate pools. The 2017 QI Agreement states in section
6.03(C) that a chapter 3 withholding rate pool is a payment of a single type of income
subject to chapter 3 withholding that is subject to a single rate of withholding under
chapter 3, and for which no chapter 4 withholding is required, on Form 1042-S. Certain
prior guidance for QIs, however, included amounts reported on Form 1042-S and Form
1099 in a chapter 3 withholding rate pool (rather than only chapter 3 payments). See
Rev. Proc. 2000-12, 2000-4 IRB 387. Additionally, the description of a chapter 3
withholding rate pool in §1.1441-1(e)(5)(v)(C) references no limitation to an amount
subject to chapter 3 withholding. Because chapter 3 withholding rate pool information
may be provided by a QI to a withholding agent for payments other than amounts
subject to chapter 3 withholding (such as an amount realized or bank deposit interest),

the 2023 QI Agreement does not include the reference to an "amount subject to chapter
3 withholding" for describing a chapter 3 withholding rate pool.
(3) Defining account for substitute interest. For a QI assuming primary
withholding responsibility for payments of substitute interest, the 2017 QI Agreement
includes a person receiving a payment of substitute interest in the definition of "account
holder" in section 2.02 but did not define an "account" for these cases in section 2.01.
The 2023 QI Agreement adds to the definition of an "account" by providing that for a QI
that assumes primary withholding responsibility for a substitute interest payment, as
described in section 3.03(A) of the 2023 QI Agreement, an account is treated as held
with a QI for an account holder described in section 2.02 of the 2023 QI Agreement.
(4) Communications under QI agreement. The 2017 QI Agreement generally
requires all notices sent by a QI or the IRS to be mailed via registered, first-class
airmail. For better efficiency in communications between the IRS and QIs, the 2023 QI
Agreement allows written notices sent by QIs to the IRS to be either mailed via
registered, first-class mail or e-mailed to the IRS e-mail address specified in section
12.06. With respect to notices sent by IRS to a QI, the 2023 QI Agreement specifies
that the IRS will send notices to a QI by secure e-mail to the QI's responsible officer and
other contact persons designated by the QI.

# SECTION 5. APPLICATION AND RENEWAL FOR QI STATUS

.01 Prospective QI (Including a QI Acting as a QDD). Before submitting the
information specified in Form 14345, Application for Qualified Intermediary, Withholding
Foreign Partnership, or Withholding Foreign Trust Status, a prospective QI (other than
an NFFE that is acting as an intermediary on behalf of persons other than its

shareholders and certain foreign central banks of issue) must have submitted the
information specified in Form 8957, Foreign Account Tax Compliance Act (FATCA)
Registration, through the FATCA registration website available at www.irs.gov/FATCA,
and obtained its chapter 4 status as a participating FFI (including a reporting Model 2
FFI), registered deemed-compliant FFI (including a reporting Model 1 FFI and a
nonreporting Model 2 FFI treated as registered deemed-compliant), registered deemed-
compliant Model 1 IGA FFI, or sponsoring entity of a direct reporting NFFE, as
applicable, along with a global intermediary identification number (GIIN) to be used to
identify itself to withholding agents and to tax administrators for FATCA reporting. A
GIIN is separate from a QI-EIN.
The IRS will not enter into a QI agreement with an FFI if the IRS has not
approved the know-your-customer practices and procedures for opening accounts of
the jurisdiction where the FFI is located because the QI agreement as applicable to an
FFI allows for the use of documentary evidence obtained under a jurisdiction's know-
your-customer practices. A list of jurisdictions for which the IRS has received know-
your-customer information and for which the know-your-customer rules have been
approved is available at:
http://www.irs.gov/Businesses/International-Businesses/List-of-Approved-KYC-Rules.
To request approval of a jurisdiction's know-your-customer rules, contact the KYC
coordinator in the Foreign Intermediaries Program at lbi.fi.qiwpissues@irs.gov.
A QI that is an NFFE generally is not required to be located in an approved KYC
jurisdiction because an NFFE is required to collect Forms W-8 and W-9 and may not

use KYC documentation. See section 5.01(B)(2) of the 2023 QI Agreement for the
documentation requirements applicable to a QI that is an NFFE.
To become a QI, a prospective QI must submit the information specified in Form
14345 through QAAMS, which is accessible through the QI landing page available at:
https://www.irs.gov/businesses/corporations/qualified-intermediary-system. An
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 procedures to comply with the terms of the
agreement. An entity that would like to become a QI to act as a QDD must apply to
enter into a QI agreement and include the information on the application relating to
QDDs. If a QI (existing or new) would like a branch to act as a QDD, it must fill out a
separate application for the QDD branch and be approved for QDD status.
If the IRS approves the QI application, it will notify the QI of its approval. The
approval notice will include a QI-EIN for fulfilling the requirements of a QI (including a QI
acting as a QDD if approved for such purpose) under the QI agreement. Similarly, if the
IRS approves the QDD application, it will notify the QI of its approval.
.02 Effective Date for Existing QIs. A QI agreement in effect before December
31, 2022, expires on December 31, 2022, such that a QI must agree to the terms of the
2023 QI Agreement to continue its status as a QI after that date. For this purpose, a QI
that seeks to renew its QI agreement with an effective date of January 1, 2023, must do
so through QAAMS between January 1, 2023, to March 31, 2023. The QI will retain its
QI-EIN to fulfill the requirements of a QI under chapters 3, 4, and 61 and sections 871,

881, 1446, and 3406, including making tax deposits and filing Forms 945, 1042, 1042-S,
1099, and 8966.
A QI that seeks to renew its QI agreement and also apply to act as a QDD (when
not having applied previously) must supplement the renewal request by providing all of
the information required by the application relating to a QDD.
.03 Effective Date for New QI Applicants. The effective date of the QI agreement
for a new QI applicant will depend on when the QI submits its application and whether
the QI has received any reportable payments before it submits its application.
Beginning on January 1, 2023, a prospective QI that applies for QI status on or before
March 31 of a calendar year and is approved will have a QI agreement with an effective
date of January 1 of that year. If a prospective QI applies for QI status after March 31 of
a calendar year and has not received a reportable payment before the date it applies for
QI status and is approved, it will have a QI agreement with an effective date of January
1 of that year. If a prospective QI applies for QI status after March 31 and has received
a reportable payment before the date it applies and is approved, it will have a QI
agreement with an effective date of the first of the month in which its QI application is
approved and the prospective QI is issued a QI-EIN. Regardless of whether a new QI
applicant obtains QI status for a year after 2023, its QI agreement will terminate upon
expiration of the 2023 QI Agreement, unless renewed.
.04 Consent for Published List of QIs. Beginning in 2023, a QI that either applies
for a QI agreement or seeks to renew its QI agreement will be required to, as part of its
application or renewal, consent to have its name, status as a QI, and QI-EIN disclosed
on a public list of QIs to be published by the IRS on irs.gov. This list will be published in

an effort to ensure that entities that are not QIs do not represent themselves as QIs to
withholding agents.
.05 Responsible Officer Authentication. The IRS is in the process of transitioning
QAAMS to a modernized sign-in system with applicable multi-factor authentication
procedures. As a result, to log in to QAAMS, new users must register with the
applicable credential service provider (CSP). Responsible officers can visit QAAMS
page to create an account with the relevant CSP. When responsible officers create an
account, they will be redirected to the CSP website where they will begin the
credentialing process. The final step in the credentialing process requires responsible
officers to provide consent for the CSP to share responsible officers' account
information with the IRS. Once this consent is given, the responsible officer will be
redirected to the IRS website and can access QAAMS.
Currently, users that have an existing QAAMS account may choose whether to
continue to login using their IRS username and password or complete the credentialing
process as described above. Beginning in the spring of 2023, all users of QAAMS will
be required to have completed the credentialing process with the relevant CSP and
utilize multi-factor authentication to access QAAMS.
.06 Contact Information. For questions regarding the QI application process,
contact the Foreign Intermediaries Program at lbi.fi.qiwpissues@irs.gov.

# SECTION 6. QUALIFIED INTERMEDIARY AGREEMENT

The text of the 2023 QI Agreement is set forth below. The IRS will not provide
signed copies of the QI agreement. A reporting Model 2 FFI should apply 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 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.

THIS AGREEMENT is made under and in pursuance of sections 871(m), 1441, 1442,
1443, 1446, 1471, and 1472 and §§1.1441-1(e)(5) and 1.1441-1(e)(6):

WHEREAS, QI has submitted an application in accordance with Revenue
Procedure 2022-43 to be a qualified intermediary;

WHEREAS, QI and the IRS desire to enter into an agreement to establish QI's
rights and obligations regarding documentation, withholding, information reporting, tax
return filing, deposit, and refund procedures under sections 1441, 1442, 1443, 1446,
1461, 1471, 1472, 1474, 3406, 6041, 6042, 6045, 6049, 6050N, 6302, 6402, and 6414,
and tax liability under sections 871(a) and 881 for a QI that is acting as a qualified
derivatives dealer (QDD), with respect to certain types of payments;

WHEREAS, QI represents that there are no legal restrictions that prohibit it from
complying with the requirements of this Agreement; and

WHEREAS, if QI is a foreign financial institution (FFI), QI represents that, as of
the effective date of this Agreement, 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 the applicable Model 1 IGA, in the
case of a reporting Model 1 FFI or a registered deemed-compliant Model 1 IGA FFI;

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 QI agreement with a
foreign person or a foreign branch of a U.S. person, that foreign person (or foreign
branch) becomes a QI. QI is a withholding agent under chapters 3 and 4, and a payor

under chapter 61 and section 3406, for amounts that it pays to its account holders. QI
is also a withholding agent when it receives a PTP distribution for an account holder or it
acts as a broker under §1.1446(f)-4 for a payment of an amount realized from the sale
of a PTP interest by an account holder.

If QI is an FFI, the requirements that QI 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. If QI acts as a QI with respect to an
account, this Agreement will reference QI's chapter 4 obligations when necessary to
facilitate coordination with the QI's obligations under chapters 3, 4, and 61 and section
3406 with respect to such account holders. A participating FFI's (including a reporting
Model 2 FFI) obligations are provided in the FFI agreement, a registered deemed-
compliant FFI's (other than a reporting Model 1 FFI) 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. For purposes of chapter 4, QI must comply with its FATCA requirements
as a participating FFI, registered deemed-compliant FFI, or registered deemed-
compliant Model 1 IGA FFI (as applicable) in order to maintain its required chapter 4
status, as well as the requirements of a withholding agent for any payee that is a
nonparticipating FFI or a NFFE that is not an account holder. If QI is an FFI, QI must
also, pursuant to this Agreement, assume primary reporting responsibility for purposes
of section 1472, for certain indirect account holders for which it acts as a QI. If QI is an
NFFE acting on behalf of persons other than its shareholders, QI must assume primary
reporting responsibility for purposes of section 1472 for any person for which it acts as a
QI.

If QI acts as a sponsoring entity on behalf of a sponsored FFI (as defined in §1.1471-
1(b)(121)) or sponsored direct reporting NFFE (as defined in §1.1471-1(b)(123)), it must
comply with the due diligence, withholding, reporting, and compliance requirements of a
sponsoring entity in addition to its requirements under this Agreement.

For purposes of chapters 3 and 61 and section 3406, QI must act in its capacity as a QI
pursuant to this Agreement for those accounts that QI holds with a withholding agent
and that QI has identified as accounts for which it acts as a QI. QI is not required to act
as a QI for all accounts that it holds with a withholding agent. However, QI must, as
part of its QI agreement, materially comply with the requirements of a withholding agent
or payor, as applicable to a nonqualified intermediary (NQI) under chapters 3 and 61
and section 3406, for any account for which it does not (or cannot) act as a QI and for
any payee that is not an account holder. If QI identifies an account as one for which it
will act as a QI, it must act as a QI for all payments made to that account and obtain the
documentation required under section 5 of this Agreement for such account.

When QI acts as a QI for an account and assumes primary chapter 3 withholding
responsibility for payments to the account, QI must also assume primary withholding
responsibility for withholdable payments made to such account for chapter 4 purposes.

For amounts subject to withholding on a PTP distribution, QI acts in its capacity as a QI
when QI provides a valid withholding certificate described in section 6 of this Agreement
indicating that it acts as a nominee for the distribution, provides chapter 3 withholding
rate pool information with respect to the distribution under section 6.03 of this
Agreement, or acts as a disclosing QI for the distribution. For an amount realized, QI
acts in its capacity as a QI when QI provides a valid withholding certificate described in
section 6 of this Agreement associated with the amount indicating that QI assumes
primary withholding responsibility for the amount under section 1446(f), provides
withholding rate pool information with respect to the amount under section 6.03 of this
Agreement, or acts as a disclosing QI for the amount.

If QI acts as a QI with respect to payments of substitute interest, as described in section
3.03(A) of this Agreement, it must act as a QI and assume primary withholding
responsibility for all such payments of substitute interest.

A QI is permitted to act as a QSL only until December 31, 2024. If QI that is not acting
as a QDD acts as a qualified securities lender (QSL) with respect to substitute dividend
payments (as defined in §1.861-3(a)(6)), QI is required to act as a QSL and assume
primary withholding responsibility for all substitute dividends received and paid by QI
when acting as an intermediary or dealer with respect to securities lending and similar
transactions. A QI that acts as a QDD may not act as a QSL, except as described in
the prior sentence with respect to payments on securities lending or sale-repurchase
transactions for which the QI has determined that it is acting as an intermediary. A QI
may qualify as a QDD with respect to certain payments on securities lending and sale-
repurchase transactions in its qualified derivatives dealer capacity. See below for the
requirements, including the eligible entity requirement and which payments are covered.
A QI that is not acting as a QSL may still act as a QI for substitute dividend payments
received or paid by QI as an intermediary by assuming primary withholding
responsibility for all substitute dividends received and paid by QI as an intermediary. QI
also may act as a QDD for the transactions covered by the QDD regime.

The home office (as defined in section 2.43 of this Agreement) and each branch of a
foreign person that intends to act as a QDD must each separately qualify and be
approved for QDD status, as provided in section 1.02 of this Agreement. QDD
applicants must follow the naming convention described in section 2.63 of this
Agreement on their application and, if approved as a QDD, on any other U.S. tax form,
schedule, statement, or other tax material and for any other tax purpose for which the
QDD must be identified. A foreign branch of a U.S. financial institution may also apply
for QI and QDD status provided it separately qualifies as an eligible entity. If QI acts as
a QDD with respect to the home office or branch, the home office or branch, as
applicable, must act as a QDD for all payments made as a principal with respect to
potential section 871(m) transactions and all payments received as a principal with
respect to potential section 871(m) transactions and underlying securities, excluding
any payments made or received by the QDD to the extent the payment is treated as
effectively connected with the conduct of a trade or business within the United States
within the meaning of section 864. A QI may not act as a QDD with respect to any other

payments. For purposes of this Agreement, any securities lending or sale-repurchase
transaction (as defined in §1.871-15(a)(13)) QI enters into that is a section 871(m)
transaction is treated as entered into by QI as a principal unless QI determines that it is
acting as an intermediary with respect to that transaction. A QI may not act as a QDD
when it receives or makes payments as an intermediary and must act as either a QI or
NQI for the payment. A QI acting as a QDD must assume primary chapter 3 and
chapter 4 withholding responsibility and primary Form 1099 reporting and backup
withholding responsibility under section 3406 for payments made as a QDD with respect
to any potential section 871(m) transaction provided the amount paid is an amount
subject to chapter 3 or 4 withholding or a reportable payment under chapter 61. A QI
acting as a QDD (other than a QDD that is a foreign branch of a U.S. financial
institution) also must satisfy its QDD tax liability as determined under section 3.09 of this
Agreement. The QDD must report its withholding tax liability under chapters 3 and 4 on
Form 1042. In addition, a QDD (other than a QDD that is a foreign branch of a U.S.
financial institution or that is a partnership or branch of a partnership) must file a Form
1120-F and report its QDD tax liability on that form, whether or not it would be required
to file if it were not a QDD. Similarly, a QDD that is a partnership or a branch of a
partnership must file a Form 1065 and report its QDD tax liability on that form, whether
or not it would be required to file if it were not a QDD, as well as report on Forms 1042-
S with respect to its foreign partners on amounts under section 3.09 of this Agreement
as modified for a QDD that is a partnership (or branch of a partnership). A U.S.
financial institution with a foreign branch that acts as a QDD must file the appropriate
U.S. income tax return (e.g., Form 1120, U.S. Corporation Income Tax Return) for the
tax year covered by this Agreement to report and pay its tax liability under chapter 1 and
would not have a separate QDD tax liability.
In each case, the form will be filed by the
QI on behalf of its QDD(s).

A dividend or dividend equivalent is treated as received by a QDD acting in its non-
equity derivatives dealer capacity if the dividend or dividend equivalent is received by a
QDD acting as a proprietary trader. Transactions properly reflected in a QDD's equity
derivatives dealer book are presumed to be held by a dealer in its equity derivatives
dealer capacity for purposes of determining the QDD tax liability. In addition, for
purposes of determining whether a dealer is acting in its equity derivatives dealer
capacity, only the dealer's activities as an equity derivatives dealer are taken into
account.

Sec. 1.02. Parties to the Agreement. This Agreement applies to:

(A) QI; and

(B) The Internal Revenue Service.

If QI is an FFI, QI can only act as a QI for an account if the branch of QI that holds the
account operates in a KYC jurisdiction identified on the IRS's Approved KYC List. QI
may add any jurisdiction in which it operates a branch that is not initially included in its
QI application without prior IRS approval if the jurisdiction is identified on the IRS's

Approved KYC List and QI updates its information on the Qualified Intermediary
Application and Account Management System (QAAMS) with respect to such branch
before treating such branch as a QI. Notwithstanding the preceding sentence, a QI may
not add a branch that will act as a QDD through QAAMS. Instead, the branch must
separately qualify and be approved for QDD status in accordance with the procedures
prescribed by the IRS. A branch of a QI that is not subject to the provisions of this
Agreement remains subject to the rules of chapters 3, 4, and 61 and section 3406, as
provided in section 1.01 of this Agreement.

# SECTION 2. DEFINITIONS

For purposes of this Agreement, except as otherwise provided in this Agreement, the
terms listed below are defined as follows:

Sec. 2.01. Account. "Account" or "financial account" has the meaning given to that
term in §1.1471-1(b) with respect to QI's obligations for chapter 4 purposes. For other
purposes under this Agreement, "account" or "financial account" means any account for
which QI acts as a QI. With respect to a QI acting as a QDD, "account" means any
potential section 871(m) transaction or underlying security where QDD receives
payments as a principal and any potential section 871(m) transaction where QDD
makes payments as a principal. With respect to a QI that assumes primary withholding
responsibility for a substitute interest payment as described in section 3.03(A) of this
Agreement, an account is treated as held with QI for an account holder described in
section 2.02 of this Agreement.

Sec. 2.02. Account Holder. If QI is an FFI, an "account holder" means any person that
is a direct account holder or an indirect account holder of an account that QI has
identified to a withholding agent as an account for which it is acting as a QI and also
includes any person that receives a U.S. source substitute dividend payment from a QI
that is a QSL or is otherwise acting as an intermediary for the payment. "Account
holder" also means any person that enters into or holds a potential section 871(m)
transaction with a QI acting as a QDD. If QI is an NFFE acting as a QI on behalf of
persons other than its shareholders, an "account holder" means any person for whom
QI is acting as an intermediary with respect to a reportable payment or withholdable
payment. With respect to a QI that assumes primary withholding responsibility for a
substitute interest payment, as described in section 3.03(A) of this Agreement, an
"account holder" includes any person that receives such a payment from the QI.

(A) Direct Account Holder.

A direct account holder is any account holder who has a direct relationship with QI. In
the case of an NFFE acting as a QI on behalf of persons other than its shareholders, a
direct account holder is any person for whom QI is acting with respect to a reportable
payment regardless of whether such person is the beneficial owner. In addition, a direct
account holder includes a beneficiary of a trust that holds an account with QI provided
the following requirements are satisfied:

(1) the trust is registered with the applicable government as a tax-free plan;

(2) in order to qualify as a tax-free plan, applicable non-U.S. law mandates that where
the plan holds assets in a brokerage account, a trust be established for the account
holder that is the sole beneficiary under the plan;

(3) the account holder maintains general control over investments in the plan and can
withdraw the funds at any time;

(4) QI is required to document the account holder under applicable anti-money
laundering/know-your-customer regulations or procedures; and

(5) the trust itself is not eligible for a reduced rate of withholding under an applicable
income tax treaty.

(B) Indirect Account Holder. An indirect account holder is any account holder who
does not have a direct relationship with QI, excluding a beneficiary of a trust described
in section 2.02(A) of this Agreement. For example, a person that holds an account with
a foreign intermediary that has a direct relationship with QI is an indirect account holder
of QI. For chapter 3 and 4 purposes, an indirect account holder also includes a person
holding an interest in a foreign flow-through entity that has a direct relationship with QI.
A person is an indirect account holder even if there are multiple tiers of intermediaries or
flow-through entities between the person and QI.

Sec. 2.03. Agreement. "Agreement" means this Agreement, the Appendices to this
Agreement and any amendment to this Agreement in accordance with section 12.02 of
this Agreement. QI's application to become a QI, and the know-your-customer rules
included in a country attachment on IRS.gov relevant to QI (or a branch of QI) 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. Unless indicated otherwise in this Agreement, an amount
subject to chapter 3 withholding includes an amount subject to chapter 3 withholding on
a PTP distribution. See section 2.91(C) of this Agreement.

Sec. 2.05. Amount Subject to Chapter 4 Withholding. An "amount subject to chapter
4 withholding" is a withholdable payment (as defined in §1.1473-1(a)) for which
withholding is required under chapter 4 or an amount for which withholding was
otherwise applied under chapter 4. Unless indicated otherwise in this Agreement, an
amount subject to chapter 4 withholding includes an amount subject to chapter 4
withholding on a PTP distribution. See section 2.91(C) of this Agreement

Sec. 2.06. Assuming Primary Withholding Responsibility. "Assuming primary
withholding responsibility" refers to when a QI 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 withholding responsibility.
"Assuming primary withholding responsibility" further includes when QI acts as a
nominee for a PTP distribution or assumes primary withholding responsibility under
section 1446(f) for an amount realized from the sale of a PTP interest. A QI that
assumes primary withholding responsibility assumes the primary responsibility for
deducting, withholding, and depositing the appropriate amount from a payment.
Generally, a QI assuming primary withholding responsibility or assuming primary
backup withholding responsibility relieves the person who makes a payment to the QI
from the responsibility to withhold. Notwithstanding the preceding sentence, a QI acting
as a QDD (that assumes primary withholding responsibility as required by section 3 of
this Agreement) remains liable for the tax under section 881 (or in the case of a
partnership, its partners remain liable for tax under section 871(a) or 881, as applicable)
and remains subject to withholding on all U.S. source FDAP payments with respect to
underlying securities; however, a QDD (including a QDD that is a partnership or a
branch of a partnership) will not be subject to withholding on amounts described in
sections 3.03(A)(1) through (3) of this Agreement, and in the case of a QDD that is a
partnership or branch of a partnership, its partners will not be subject to withholding on
dividends received by the QDD in its equity derivatives dealer capacity in calendar year
2023 or 2024.

Sec. 2.07. Backup Withholding. "Backup withholding" means the withholding required
under section 3406.

Sec. 2.08. Beneficial Owner. A "beneficial owner" has the meaning given to that term
in §1.1441-1(c)(6) with respect to an amount subject to chapter 3 withholding.

Sec. 2.09. Broker Proceeds. "Broker proceeds" means gross proceeds (as defined in
§1.6045-1(d)(5)) from a sale that is reportable under §1.6045-1(c).

Sec. 2.10. Chapter 3. Any reference to "chapter 3" means sections 1441, 1442, 1443,
1461, 1463, and 1464.

Sec. 2.11. Chapter 3 Reporting Pool. A "chapter 3 reporting pool" means a reporting
pool described in section 8.03(B) of this Agreement.

Sec. 2.12. Chapter 4. Any reference to "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 8.03(A) of this Agreement.

Sec. 2.14. Chapter 4 Status. "Chapter 4 status" means the status of a person as a
U.S. person, a 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 61. Any reference to "chapter 61" means sections 6041, 6042,
6045, 6049, and 6050N.

Sec. 2.16. Dealer. A "dealer" has the meaning given to the term dealer in §1.871-
15(a)(2) (i.e., a dealer in securities within the meaning of section 475(c)(1)).

Sec. 2.17. Deemed-Compliant FFI. "Deemed-compliant FFI" means an FFI that is
treated, pursuant to section 1471(b)(2) and §1.1471-5(f), as meeting the requirements
of section 1471(b).

(A) Certified Deemed-Compliant FFI. "Certified deemed-compliant FFI" means an FFI
described in §1.1471-5(f)(2) and includes a nonreporting IGA FFI but excludes a
nonreporting Model 2 FFI that is treated as a registered deemed-compliant FFI.

(B) 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 registered deemed-compliant FFI. For
purposes of this Agreement, a reference to a registered deemed-compliant FFI that is
providing a chapter 4 withholding rate pool of U.S. payees includes a registered
deemed-compliant Model 1 IGA FFI.

(C) 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. 2.18. Deposit Interest. "Deposit interest" means interest described in section
871(i)(2)(A).

Sec. 2.19. Dividend Equivalent. A "dividend equivalent" has the meaning given to that
term in §1.871-15(c).

Sec. 2.20. Documentary Evidence. "Documentary evidence" means any
documentation obtained under the appropriate know-your-customer rules, any
documentary evidence described in §1.1441-6 sufficient to establish entitlement to a
reduced rate of withholding under an income tax treaty, or any documentary evidence
described in §1.6049-5(c) sufficient to establish an account holder's status as a foreign
person for purposes of chapter 61. 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. 2.21. Documentation. "Documentation" means any valid Form W-8, Form W-9
(or an acceptable substitute Form W-8 or Form W-9), or documentary evidence as
defined in section 2.20 of this Agreement, including all statements or other information
required to be associated with the form or documentary evidence.

Sec. 2.22. Effective Date. For a prospective QI that applies to be a QI on or before
March 31 of a given calendar year, the effective date of this Agreement will be January
1 of that year. For a prospective QI that applies after March 31 of a given calendar year
and that has not received any reportable payments before the date the application is
submitted, the effective date of this Agreement will be January 1 of that year. For a
prospective QI that applies after March 31 of a given calendar year and that has
received a reportable payment in the calendar year before the date the application is
submitted, the effective date of this Agreement will be the first of the month in which the
QI application is complete and the QI has received its QI-EIN.

Sec. 2.23. Eligible Entity. "Eligible entity" for QDD status means a home office or
branch that is a QI and that is—

(A) An equity derivatives dealer subject to regulatory supervision as a dealer by a
governmental authority in the jurisdiction in which it was organized or operates;

(B) A bank or bank holding company subject to regulatory supervision as a bank or
bank holding company, as applicable, by a governmental authority in the jurisdiction in
which it was organized or operates and that, in its equity derivatives dealer capacity, (1)
issues potential section 871(m) transactions to customers, and (2) receives dividends
with respect to stock or dividend equivalent payments pursuant to potential section
871(m) transactions that hedge potential section 871(m) transactions that it issued;

(C) An entity that is wholly-owned (directly or indirectly) by a bank or bank holding
company subject to regulatory supervision as a bank or bank holding company, as
applicable, by a governmental authority in the jurisdiction in which the bank or bank
holding company was organized or operates and that, in its equity derivatives dealer
capacity, (1) issues potential section 871(m) transactions to customers, and (2) receives
dividends with respect to stock or dividend equivalent payments pursuant to potential
section 871(m) transactions that hedge potential section 871(m) transactions that it
issued; or

(D) A foreign branch of a U.S. financial institution, if the foreign branch would meet the
requirements of paragraph (A), (B), or (C), if it were a separate entity.

The home office or any branch that wants to be a QDD must separately meet the
requirements of paragraph (A), (B), or (C) as if it were a separate entity.

Eligible entity also includes any other home office or branch that is acceptable to the
IRS as provided in §1.1441-1(e)(6)(ii)(D).

Sec. 2.24. Excepted NFFE. "Excepted NFFE" means a person described in §1.1471-
1(b)(41).

Sec. 2.25. 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 or Model 2 IGA.

Sec. 2.26. Exempt Recipient. For purposes of Form 1099 reporting and backup
withholding, 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. 2.27. 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 or an FFI that agrees to be treated as 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) or an
FFI that agrees to be treated as a registered deemed-compliant FFI, the requirements
under §1.1471-5(f)(1) or an applicable Model 2 IGA; or

(C) For a registered deemed-compliant Model 1 IGA FFI, reporting Model 1 FFI, or an
FFI that agrees to be treated as a registered deemed-compliant Model 1 IGA FFI or
reporting Model 1 FFI, the requirements under an applicable Model 1 IGA.

Sec. 2.28. Financial Institution (FI). "Financial institution" or "FI" is defined in §1.1471-
5(d) and includes a financial institution as defined under an applicable Model 1 or Model
2 IGA.

Sec. 2.29. Foreign Financial Institution (FFI). "Foreign Financial Institution" or "FFI"
means a foreign entity (as defined in §1.1473-1(e)) that is a financial institution.

Sec. 2.30. FFI Agreement. "FFI Agreement" means an agreement described in
§1.1471-4(a) and provided in Rev. Proc. 2017-16, 2017-3 I.R.B. 501 (and any
superseding revenue procedure).

Sec. 2.31. 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 (other than a withholding foreign trust) that is described in section 651(a), 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. For an item of 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. For an amount
realized or amount subject to withholding under section 1446(a) on a PTP distribution, a
flow-through entity includes a U.S. grantor trust.

Sec. 2.32. Foreign Person. A "foreign person" is any person that is not a "United
States 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. 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. A foreign branch of a U.S. person that is a QI is, however, a
U.S. payor for purposes of chapter 61 and section 3406.

Sec. 2.33. Foreign TIN. A "foreign TIN" is a taxpayer identification number issued by a
foreign person's country of residence.

Sec. 2.34. 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.

Sec. 2.35. 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.

Sec. 2.36. Form 945. "Form 945" means IRS Form 945, Annual Return of Withheld
Federal Income Tax.

Sec. 2.37. Form 1042. "Form 1042" means IRS Form 1042, Annual Withholding Tax
Return for U.S. Source Income of Foreign Persons.

Sec. 2.38. Form 1042-S. "Form 1042-S" means IRS Form 1042-S, Foreign Person's
U.S. Source Income Subject to Withholding.

Sec. 2.39. 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. 2.40. Form 8966. "Form 8966" means IRS Form 8966, FATCA Report.

Sec. 2.41. Form 1099 Reporting. "Form 1099 reporting" means the reporting required
on Form 1099.

Sec. 2.42. Global Intermediary Identification Number (GIIN). "Global intermediary
identification number" or "GIIN" means the identification number that is assigned to a
participating FFI, registered deemed-compliant FFI, direct reporting NFFE, or
sponsoring entity of a direct reporting NFFE. The term also includes the identification
number assigned to a reporting Model 1 FFI or registered deemed-compliant Model 1
IGA FFI that is a QI for the purpose of identifying itself to withholding agents.

Sec. 2.43. Home Office. "Home office" means a foreign person, excluding any
branches of the foreign person, that applies for QDD status.

Sec. 2.44. Intermediary. An "intermediary" means any person that acts on behalf of
another person such as a custodian, broker, nominee, or other agent.

Sec. 2.45. Know-Your-Customer Rules. "Know-your-customer rules" refers to the
applicable laws, regulations, rules, and administrative practices and procedures
governing the requirements of QI to obtain documentation confirming the identity of QI's
account holders.

Sec. 2.46. 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 obtain treaty benefits with respect to an amount
subject to chapter 3 withholding.

Sec. 2.47. Net Delta Exposure. Net delta exposure to an underlying security is the
amount (measured in number of shares) by which (A) the aggregate number of shares
in an underlying security that the QDD has exposure to as a result of positions in the
underlying security (including as a result of owning the underlying security) with values
that move in the same direction as the underlying security (the "long positions") exceeds
(B) the aggregate number of shares of in an underlying security that the QDD has
exposure to as a result of positions in the underlying security with values that move in
the opposite direction from the underlying security (the "short positions"). The net delta
exposure calculation only includes long positions and short positions that the QDD
holds in its equity derivatives dealer business. Any long positions or short positions that
are treated as effectively connected with the QDD's conduct of a trade or business in
the United States for U.S. federal income tax purposes are excluded from the net delta
exposure computation. The net delta exposure to an underlying security is determined
at the end of the day on the date provided in §1.871-15(j)(2) for the applicable dividend.
For purposes of this calculation, net delta must be determined in a commercially
reasonable manner. If a QDD calculates net delta for non-tax business purposes, the
net delta ordinary will be the delta used for this purpose, subject to the modifications
required by this definition. Each QDD must determine its net delta exposure separately
only taking into account transactions that exist and are attributable to that QDD for U.S.
federal income tax purposes.

Sec. 2.48. 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 an applicable
Model 2 IGA.

Sec. 2.49. Non-Exempt Recipient. A "non-exempt recipient" means a person that is
not an exempt recipient under the definition in section 2.26 of this Agreement.

Sec. 2.50. 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 or Model 2 IGA.

Sec. 2.51. Nonparticipating FFI. A "nonparticipating FFI" means an FFI other than a
participating FFI, a deemed-compliant FFI, or an exempt beneficial owner.

Sec. 2.52. Nonqualified Intermediary (NQI). A "nonqualified intermediary" or "NQI" is
any intermediary that is not a qualified intermediary. An NQI includes any intermediary
that is a foreign person unless such person enters an agreement to be a QI and acts in
such capacity. An NQI also includes an intermediary that is a territory FI unless such
institution agrees to be treated as a U.S. person.

Sec. 2.53. Non-U.S. Payor. A "non-U.S. payor" means a payor other than a U.S. payor
as defined in this section 2.81 of this Agreement.

Sec. 2.54. Nonwithholding Foreign Partnership. A "nonwithholding foreign
partnership" means a foreign partnership other than a withholding foreign partnership as
defined in §1.1441–5(c)(2)(i).

Sec. 2.55. Nonwithholding Foreign Trust. 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.

Sec. 2.56. Overwithholding. The term "overwithholding" means any amount actually
withheld (determined before application of the adjustment procedures described in
section 9 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;

(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 when it occurred; and,

(C) In the case of the withholding required under section 1446(a) or (f), the excess of
the amount withheld over the amount required to be withheld under §1.1446-4 or
§1.1446(f)-4, respectively.

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. 2.57. Participating FFI. A "participating FFI" means an FFI described in §1.1471-
1(b)(91). The term participating FFI also includes a QI branch of a U.S. financial
institution unless such branch is a reporting Model 1 FFI.

Sec. 2.58. Payee. For chapter 4 purposes, a "payee" means a person described in
§1.1471-3(a). For purposes of chapter 61, a "payee" means the person to whom a
payment is made. For purposes of chapter 3, a "payee" means a person described in
§1.1441-1(c)(12).

Sec. 2.59. Payment. A "payment" is 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). For example, a payment includes crediting an
amount to an account. For any payment of a dividend equivalent, a "payment" has the
meaning provided in §1.871-15(i).

Sec. 2.60. 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.
The term includes any person that makes a payment, directly or indirectly, to QI and to
whom QI provides information, pursuant to this Agreement, so that such person can
report a payment on Form 1099 and, if appropriate, backup withhold. See also sections
2.81 and 2.53 of this Agreement for the definition of U.S. payor and non-U.S. payor.

Sec. 2.61. Potential Section 871(m) Transaction. A "potential section 871(m)
transaction" is any securities lending or sale-repurchase transaction, notional principal
contract (NPC), or equity linked instrument (ELI) that references one or more underlying
securities. For purposes of this definition, securities lending or sale-repurchase
transaction, NPC, ELI, reference, and underlying security have the meaning given to the
terms in §§1.871-15(a)(13), (7), (4), (11), and (15), respectively.

Sec. 2.62. Private Arrangement Intermediary (PAI). A "private arrangement
intermediary" or "PAI" is an intermediary described in section 4 of this Agreement.

Sec. 2.63. Qualified Derivatives Dealer (QDD). A "qualified derivatives dealer" or
"QDD" is an eligible entity that agrees to meet the requirements of §1.1441-1(e)(6)(i)
and of this Agreement with respect to payments on potential section 871(m)
transactions and underlying securities that it receives or makes as a principal. In order
to act as a QDD, the home office or branch, as applicable, must qualify and be
approved for QDD status and must represent itself as a QDD on its Form W-8IMY and
separately identify the home office or branch as the recipient on a withholding statement

(if necessary). Each home office or branch that obtains QDD status is treated as a
separate QDD and must use the name specified on its application for QDD status when
representing its status as a QDD. For the QDD's application, a home office must use
the name of the legal entity applying for QDD status, and a branch of the legal entity
must add the following to the Home Office Name:
QDD-BRANCH-(Branch QDD COUNTRY, and branch identifier, if necessary), for
example: ABC Bank-QDD-BRANCH-SINGAPORE (Disregarded Entity Name)). Each
QDD of a QI must have a different name.

Sec. 2.64. QDD Tax Liability. A "QDD tax liability" is the amount described in section
3.09 of this Agreement.

Sec. 2.65. 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 treated as a QI and acts as a QI.

Sec. 2.66. QI-EIN. A "QI-EIN" means the employer identification number assigned by
the IRS to a QI. QI's QI-EIN is only to be used when QI is acting as a QI. For example,
QI must give a withholding agent its EIN (other than its QI-EIN), if any, if it is receiving
income as a beneficial owner (excluding when it receives income as a principal when
acting as either a QDD or QSL, or when a QI assumes primary withholding
responsibility for a substitute interest payment under this Agreement). QI must also use
its non-QI EIN, if any, when acting as an NQI. Each signatory to this Agreement must
have its own QI-EIN.

Sec. 2.67. Qualified Securities Lender (QSL). A "qualified securities lender" or "QSL"
is a person described as a qualified securities lender in Notice 2010-46, 2010-24 I.R.B.
757. A QI that acts as a QSL with respect to a substitute dividend payment (as defined
in §1.861-3(a)(6)) is required to act as a QSL for all U.S. source substitute dividends
received by the QI when acting as an intermediary or dealer with respect to securities
lending and similar transactions, except as otherwise provided in section 1.01 of this
Agreement. A QI is only permitted to act as a QSL until December 31, 2024.

Sec. 2.68. Reportable Amount. A "reportable amount" means U.S. source FDAP
income that is an amount subject to chapter 3 withholding, U.S. source deposit interest,
and U.S. source interest or original issue discount paid on the redemption of short-term
obligations. 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. 2.69. Reportable Payment. For purposes of this Agreement, a "reportable
payment" means an amount described in section 2.69(A) of this Agreement, in the case
of a U.S. payor, and an amount described in section 2.69(B) of this Agreement, in the

case of a non-U.S. payor.

(A) U.S. Payor. If QI is a U.S. payor, a "reportable payment" means, unless an
exception to reporting applies under chapter 61,

(1) Any reportable amount;

(2) Any broker proceeds from a sale reportable under §1.6045-1(c); and

(3) Any foreign source interest, dividends, rents, royalties, or other fixed and
determinable income.

(B) Non-U.S. Payor. If QI is a non-U.S. payor, a "reportable payment" means, unless
an exception to reporting applies under chapter 61,

(1) Any reportable amount;

(2) Any broker proceeds from a sale effected at an office inside the United States, as
defined in §1.6045-1(g)(3)(iii); and

(3) Any foreign source interest, dividends, rents, royalties, or other fixed and
determinable income if such income is not paid outside the United States as described
under section 5.13(C)(1) of this Agreement.

Sec. 2.70. 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
a nonparticipating FFI under an applicable Model 1 IGA.

Sec. 2.71. Reporting Pool. A "reporting pool" is defined in section 8 of this Agreement.

Sec. 2.72. Responsible Officer. A "responsible officer" of a QI means an officer of the
QI with sufficient authority to fulfill the duties of a responsible officer as described in
section 10 of this Agreement, including the requirements to periodically certify and to
respond to requests by the IRS for additional information to review the QI's compliance.

Sec. 2.73. Section 871(m) Amount. For each dividend on each underlying security,
the "section 871(m) amount" is (A) the QDD's net delta exposure to the underlying
security for the applicable dividend multiplied by (B) the applicable dividend amount per
share. These amounts are treated as dividend equivalent amounts under section
871(m).

Sec. 2.74. Section 871(m) Transaction. A "section 871(m) transaction" is any
securities lending or sale-repurchase transaction, specified NPC, or specified ELI
described in §1.871-15(a)(13), (d), and (e), respectively.

Sec. 2.75. Short-Term Obligation. A "short-term obligation" is any obligation
described in section 871(g)(1)(B)(i).

Sec. 2.76. Substitute Interest. "Substitute interest" means a substitute interest
payment described in §1.861-2(a)(7).

Sec. 2.77. Underlying Security. For purposes of a QI acting as a QDD or any
determination relating to section 871(m), "underlying security" has the meaning provided
in §1.871-15(a)(15).

Sec. 2.78. Underwithholding. "Underwithholding" means the excess of the amount
required to be withheld under chapter 3 or 4 or section 3406 over the amount actually
withheld.

Sec. 2.79. Undocumented Account Holder. An "undocumented account holder" is an
account holder for whom QI does not hold valid documentation.

Sec. 2.80. U.S. Account. A "U.S. account" is any financial account maintained by an
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.

Sec. 2.81. U.S. Payor. The term "U.S. payor" has the same meaning as in §1.6049-
5(c)(5).

Sec. 2.82. U.S. Person. A "U.S. person" (or "United States 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 section 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 his or her U.S.
tax liability. 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. 2.83. 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. 2.84. 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. 2.85. U.S. TIN. A "U.S. TIN" means a U.S. taxpayer identification number
assigned under section 6109.

Sec. 2.86. 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 2.60 of this
Agreement), a broker (as defined in section 2.91(D) of this Agreement), or a nominee
(as defined in section 2.91(G) of this Agreement with respect to §1.1446-4).

Sec. 2.87. Withholding Foreign Partnership (WP). A "withholding foreign
partnership" or "WP" means a partnership, described in §1.1441-5(c)(2), that has
entered into a withholding agreement with the IRS to be treated as a withholding foreign
partnership.

Sec. 2.88. Withholding Foreign Trust (WT). A "withholding foreign trust" or "WT"
means a trust, described in §1.1441-5(e)(5)(v), that has entered into a withholding
agreement with the IRS to be treated as a withholding foreign trust.

Sec. 2.89. Withholdable Payment. A "withholdable payment" means an amount
described in §1.1473-1(a).

Sec. 2.90. Withholding Rate Pool. A "withholding rate pool" is defined in section 6.03
of this Agreement and includes a chapter 3 withholding rate pool and a chapter 4
withholding rate pool.

Sec. 2.91. Terms Applicable to Section 1446(a) and (f) Requirements. The
following terms apply in connection with QI's requirements with respect to QI's account
holders holding PTP interests for purposes of section 1446(a) and (f):

(A) Amount Realized. For purposes of section 1446(f), an "amount realized" on a sale
of a PTP interest is the amount of gross proceeds (as defined in §1.6045-1(d)(5)) paid
or credited to the partner or broker that is the transferor of the interest. The "amount
realized" on a PTP distribution is the amount of the distribution reduced by the portion of
the distribution that is attributable to the
cumulative net income of the partnership (as
determined under §1.1446(f)-4(c)(2)(iii)).
(B) Amount Subject to Reporting under Section 1446(f). An "amount subject to
reporting under section 1446(f)" is the amount realized on the transfer of a PTP interest
paid to a foreign partner (including a partner presumed to be foreign) unless an
exception to withholding applies under §1.1446(f)-4(b)(2) through (4). See §1.1461-
1(c)(2)(i)(Q).

(C) Amount Subject to Withholding on a PTP Distribution. An "amount subject to
withholding on a PTP distribution" is the amount of the distribution subject to withholding
under chapter 3 or 4 and/or under section 1446(a) or (f).

(D) Broker. The term "broker" has the meaning described in §1.1446(f)-1(b)(1), when
referenced in connection with the transfer of a PTP interest.

(E) Disclosing QI. For purposes of section 1446(a) or (f), a "disclosing QI" is a QI that
does not assume the primary withholding obligation under section 1446(a) or (f) for a
payment and that provides with its withholding statement the specific payee
documentation referenced in §1.1446(f)-4(a)(7)(iii) (for an amount realized) or §1.1446-
4(e)(4) (for withholding on a PTP distribution under section 1446(a)) instead of the
chapter 3 withholding rate pool information otherwise permitted to be included on the
withholding statement and, for an amount realized, a chapter 4 withholding rate pool of
U.S. payees when permitted for chapter 4 purposes in lieu of specific payee
documentation (that is, Forms W-9) for those payees. A QI that acts as a disclosing QI
for a payment must act as a disclosing QI for the entire payment of an amount realized
from the sale of a PTP interest or a PTP distribution (regardless of the number of
account holders that are partners receiving the payment). For purposes of the
preceding sentence, a QI will be treated as having acted as a disclosing QI with respect
to an account holder that is a foreign person regardless of whether the Form W-8 that
QI provides with its withholding statement for the foreign person includes a U.S. TIN.
See, however, section 5.01(A) of this Agreement for a QI's requirement to request U.S.
TINs from its account holders for purposes of sections 1446(a) and (f).

(F) Modified Amount Realized. In the case of an amount realized paid to a transferor
of a PTP interest that is a foreign partnership, the "modified amount realized" is the
amount determined under §1.1446(f)-4(c)(2)(ii), as modified by section 4.06 or 5 of this
Agreement with respect to the partner information required for determining the amount.

(G) Nominee. Except as otherwise provided in this Agreement, the term "nominee"
means a person that, under §1.1446-4(b)(3), holds an interest in a PTP on behalf of a
foreign person and that is either a U.S. person or QI that assumes primary withholding
responsibility for a PTP distribution or a U.S. branch of a foreign person (or territory
financial institution) that agrees to be treated as a U.S. person with respect to the
distribution.

(H) Partner. When referenced in connection with section 1446(a) and (f), a "partner" is
a person holding a PTP interest, including a partnership or trust but excluding a grantor
trust and including the trust's grantors or owners to the extent of their respective
interests in the trust, and excluding an intermediary. When referenced in connection
with §1.6031(c)-1T, a partner is a person to whom a partnership is required to issue a
statement under section 6031(b). See section 8.07 of this Agreement.

(I) PTP Interest. A "PTP interest" is an interest in a publicly traded partnership if the
interest is publicly traded on an established securities market or is readily tradable on a
secondary market (or the substantial equivalent thereof).

(J) PTP Distribution. A "PTP distribution" is a distribution made by a publicly traded
partnership.

(K) Publicly Traded Partnership (PTP). The term "publicly traded partnership" (PTP)
has the same meaning as in section 7704 and §§1.7704-1 through 1.7704-4 but does
not include a publicly traded partnership treated as a corporation under that section.

(L) Qualified Notice. A "qualified notice" is a notice issued by a PTP for a PTP
distribution as described in §1.1446-4(b)(4).

(M) Transfer. A "transfer" is a sale, exchange, or other disposition of a PTP interest
and includes a distribution from a partnership to a partner, as well as a transfer treated
as a sale or exchange under section 707(a)(2)(B). With respect to a PTP distribution,
however, see sections 2.91(A) and 3.01(C)(2) of this Agreement for the extent of an
amount realized on the distribution for purposes of QI's requirement to withhold under
section 1446(f).

(N) Transferor. A "transferor" is any person, foreign or domestic, that transfers a PTP
interest. In the case of a trust, to the extent all or a portion of the income of the trust is
treated as owned by the grantor or another person under sections 671 through 679, the
term transferor means the grantor or other person
.

Sec. 2.92. Other Terms. 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 or Model 2 IGA with respect to a
QI's FATCA requirements as a participating FFI, registered deemed-compliant FFI, or
registered deemed-compliant Model 1 IGA FFI. Except as expressly provided in this
Agreement, any term relating to a QDD or section 871(m) has the same meaning given
to the term in §1.871-15.

# SECTION 3. WITHHOLDING RESPONSIBILITY AND QDD TAX LIABILITY

Sec. 3.01. Chapters 3 and 4 Withholding Responsibilities and Withholding with
respect to PTP Interests.

(A) Chapter 4 Withholding. QI is a withholding agent for purposes of chapter 4 and
subject to the withholding and reporting provisions applicable to withholding agents
under sections 1471 and 1472 with respect to its accounts. QI is required to withhold
30 percent of any withholdable payment made after June 30, 2014, to an account holder
that is an FFI unless either QI 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 §1.1471-2(b)(2)(i)(A)(2) for the
definition of grandfathered obligation with respect to an obligation giving rise to a
dividend equivalent. QI is also required to withhold 30 percent of any withholdable
payment made after June 30, 2014, to an account holder that is an NFFE unless either
QI 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
otherwise applies.

If QI is a participating FFI or registered deemed-compliant FFI (other than a reporting
Model 1 FFI), QI will satisfy its requirement to withhold under sections 1471(a) and
1472(a) with respect to direct account holders 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)(1), or the applicable
Model 2 IGA for the withholding requirements that apply to withholdable payments
made to account holders of the FFI that are individuals treated as recalcitrant account
holders or non-consenting U.S. accounts. If QI is a reporting Model 1 FFI or a
registered deemed-compliant Model 1 IGA FFI, QI will satisfy its requirement to withhold
under section 1471(a) with respect to direct account holders 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. QI must, however, withhold in the manner described in
sections 3.02 and 3.03 of this Agreement for when QI assumes or does not assume
primary withholding responsibility for purposes of chapters 3 and 4 regardless of its
chapter 4 status.

(B) Chapter 3 Withholding. To the extent that QI makes a payment of an amount
subject to chapter 3 withholding, QI is required to withhold 30 percent of the gross
amount of any such payment made to an account holder that is (or is presumed) a
foreign person unless QI 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 5 of this Agreement regarding documentation requirements.
With respect an amount subject to chapter 4 withholding that is also an amount subject
to chapter 3 withholding, QI 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 QI of its requirements to withhold under chapter 3 to the extent required in this
Agreement.

(C) Withholding on Amounts Realized and PTP Distributions.

(1) Withholding on an Amount Realized. If QI acts as a broker with respect to a
payment of an amount realized from a transfer of a PTP interest, QI is required to
withhold under section 1446(f) 10-percent of the amount realized paid to an account
holder of QI that is the transferor and is (or is presumed to be) a foreign partner when
QI assumes primary withholding responsibility for the payment under section 3.03(C)(1)
of this Agreement. QI is further required to withhold on a payment of an amount
realized made to a foreign broker to the extent provided in §1.1446(f)-4(a)(2). QI is not
required to withhold on a payment of an amount realized when an exception to
withholding under §1.1446(f)-4(b) applies. Thus, for example, QI is not required to
withhold under section 1446(f) when it may rely on a qualified notice that states the
applicability of the exception under §1.1446(f)-4(b)(3). See section 5 of this Agreement

regarding documentation requirements for other exceptions to withhold under
§1.1446(f)-4(b).

(2) Withholding on a PTP Distribution. If QI acts as a nominee for a PTP distribution
under section 3.03(C)(2) of this Agreement, QI is a withholding agent for purposes of
the distribution and is required to withhold as described in this section 3.01(C)(2). For
an amount subject to withholding under section 1446(a) identified on a qualified notice
for a PTP distribution, QI is required to withhold on the amount paid to an account
holder that is (or is presumed to be) a foreign partner except when an exception to
withholding applies to an account holder that is a foreign entity described in section
501(c)(3) or that claims an exemption from withholding under an income tax treaty. See
sections 5.03 and 5.06(A) of this Agreement for documentation requirements for these
exceptions and section 1446(b) for the rate of withholding that applies under section
1446(a). See also §1.1446-5(c) and (d) for how QI determines its withholding under
section 1446(a) on a PTP distribution paid to an account holder that is a foreign
partnership. For an amount subject to withholding under chapter 3 and 4 on a PTP
distribution, QI is required to withhold under sections 3.01(A) and (B) of this Agreement
to the extent such amounts are identified on a qualified notice for the distribution. For
an amount realized on a PTP distribution, QI's requirement to withhold under section
1446(f) is limited to the amount identified on a qualified notice as in excess of the PTP's
cumulative net income, subject to the withholding exceptions referenced in section
3.01(C)(1) of this Agreement. If QI does not receive a qualified notice for a distribution
or to the extent the qualified notice for the distribution does not specify an amount
attributable to the distribution, QI is required to withhold only to the extent provided in
§1.1446-4(d)(1).

Sec. 3.02. Primary Withholding Responsibility Not Assumed under Chapters 3
and 4 or with respect to PTP interests. Notwithstanding anything in sections 1.01
and 3.01 of this Agreement to the contrary, QI is not required to withhold to the extent
provided in this section 3.02.

(A) Withholding under Chapters 3 and 4. QI is not required to withhold with respect
to a payment of U.S. source FDAP income if it: (a) does not assume primary withholding
responsibility under section 3.03(A) of this Agreement by electing to be withheld upon
under §1.1471-2(a)(2)(iii) for purposes of chapter 4, (b) provides the withholding agent
from which QI receives the payment with a valid withholding certificate described in
section 6 of this Agreement that indicates that QI does not assume primary withholding
responsibility for chapters 3 and 4 purposes, and (c) provides correct withholding
statements (including information regarding any account holders or interest holders of
an intermediary or flow-through entity that holds an account with QI, other than a QI that
assumes primary withholding responsibility, or a WP or WT) as described in section
6.02 of this Agreement.

(B) Withholding with respect to PTP interest. QI is not required to withhold on a
payment of a PTP distribution or an amount realized from the sale of a PTP interest
except when QI assumes primary withholding responsibility for either of those payments

under section 3.03(C)(1) or (2) of this Agreement. QI does not assume primary
withholding responsibility for a payment of a PTP distribution or amount realized from
the sale of a PTP interest by providing to its withholding agent or broker a valid
withholding certificate described in section 6 of this Agreement indicating that it is a QI
that does not assume primary withholding responsibility for the payment and provides
correct withholding statements as described in section 6.02 of this Agreement. See
section 3.05(C) of this Agreement for when QI is not responsible for primary Form 1099
reporting and backup withholding for broker proceeds that are an amount realized.

(C) Residual Withholding Requirement. Notwithstanding its election not to assume
primary withholding responsibility for a payment as described in section 3.02(A) or (B) of
this Agreement, QI shall, however, withhold the difference between the amount of
withholding required and the amount actually withheld by another withholding agent if
QI—

(1) Actually knows that the appropriate amount has not been withheld by another
withholding agent; or

(2) Made an error which results in the withholding agent's failure to withhold the correct
amount due (e.g., QI fails to provide an accurate withholding statement with respect to
the payment, including a failure to provide information regarding any account holders or
any interest holders of an intermediary or flow-through entity that holds an account with
QI to the extent required in section 6 of this Agreement), and QI has not corrected the
underwithholding under section 9.05 of this Agreement.

Sec. 3.03. Assumption of Primary Withholding Responsibilities under Chapters 3
and 4 (including by QDDs) or with respect to PTP interests.

(A) Withholding Assumed under Chapters 3 and 4. QI may assume primary
withholding responsibility for purposes of chapters 3 and 4 by providing a valid
withholding certificate described in section 6 of this Agreement to a withholding agent
that makes a payment of U.S. source FDAP income to QI and by designating on the
withholding statement associated with such certificate the account(s) for which QI
assumes primary withholding responsibility (if required). QI is not required to assume
primary withholding responsibility for all accounts it holds with a withholding agent. If QI
assumes primary withholding responsibility for any account, it must assume that
responsibility under chapters 3 and 4 for all withholdable payments and amounts
subject to chapter 3 withholding made by the withholding agent to that account.
Notwithstanding the preceding sentence, QI assumes primary withholding responsibility
on a PTP distribution (which includes an amount subject to withholding under chapter 3
or 4 on the distribution) only as provided in section 3.03(C)(2) of this Agreement.

If QI is acting as a QSL for a substitute dividend payment, QI must assume primary
withholding responsibility for any such payment made to any account holder receiving a
U.S. source substitute dividend payment, subject to the restrictions related to QDDs
described in section 1.01 of this Agreement. A QI not acting as a QSL and acting as an

intermediary under this Agreement for a U.S. source substitute dividend payment must
also assume primary withholding responsibility for all U.S. source substitute dividends
received and paid by QI as an intermediary.

QI may assume primary withholding responsibility for U.S. source FDAP payments of
substitute interest as described in §1.861-2(a)(7). If QI assumes primary withholding
responsibility for payments of substitute interest (as described in this paragraph), it must
assume primary withholding responsibility with respect to all such payments. QI
assumes primary withholding responsibility for payments of substitute interest for
purposes of this Agreement when it assumes such responsibility for payments of
interest and substitute interest it receives in connection with a sale-repurchase or similar
agreement, a securities lending transaction, or collateral that it holds in connection with
its activities as a dealer in securities. As a result, QI may represent its status as a QI on
the withholding certificate described in section 6.01 of this Agreement with respect to
payments it receives of interest and substitute interest described in the preceding
sentence regardless of whether it acts as an intermediary or as a principal with respect
to these payments.

To the extent that QI assumes primary withholding responsibility under this section
3.03(A), QI must withhold as described in section 3.01(A) and (B) of this Agreement. QI
is not required to withhold on amounts it pays to another QI that has assumed primary
withholding responsibility with respect to the payment under chapters 3 and 4 or to a
WP or a WT. A QI is not required to withhold on only the following payments to a QI
acting as a QDD—

(1) a payment with respect to a potential section 871(m) transaction that is not an
underlying security,

(2) a payment of a dividend equivalent, and

(3) a payment of a dividend received in calendar year 2023 or 2024 by that QDD in its
equity derivatives dealer capacity.

(B) Assumption of Withholding Responsibility by a QDD. If QI is acting as a QDD,
it must assume primary chapters 3 and 4 withholding responsibility for any dividend
equivalent payment that it makes and must withhold with respect to a dividend
equivalent payment on the dividend payment date for the applicable dividend (as
determined in §1.1441-2(e)(4)). A QDD must treat any dividend equivalent (including
any section 871(m) amount) as a dividend from sources within the United States for
purposes of sections 871(a) and 881 and chapter 3 and chapter 4 consistent with
section 871(m) and the regulations thereunder. A QDD may reduce the rate of
withholding under chapter 3 on dividends and dividend equivalents only based on a
beneficial owner's claim of treaty-reduced withholding for portfolio dividends under the
dividends article of an applicable income tax treaty. A QDD must also assume primary
chapter 3 and chapter 4 withholding responsibility for payments made with respect to a
potential section 871(m) transaction even if the payment is not a dividend equivalent if

the amount paid is an amount subject to chapter 3 or 4 withholding. See section
3.03(A) of this Agreement for when a QDD makes a payment subject to withholding
under chapter 3 or 4 to another QI (including a QDD). If the QDD is a partnership or a
branch of a partnership, it must also assume primary chapters 3 and 4 withholding
responsibility for its partners on the section 3.09 amounts as modified for a QDD that is
a partnership (or branch of a partnership), treating the dividend equivalent payment as
made on the dividend payment date for the applicable dividend (as determined in
§1.1441-2(e)(4)). In addition, the QDD must notify each payee in writing that it will
withhold on the dividend payment date before the time for determining the payee's first
dividend equivalent payment (as determined under §1.871-15(j)(2)).

(C) Withholding Assumed with respect to PTP Interests.

(1) Withholding Assumed on Amount Realized. QI may assume primary withholding
responsibility for a payment of an amount realized from the sale of a PTP interest only
when the QI provides to the broker making the payment to QI a valid withholding
certificate described in section 6 of this Agreement stating that it assumes primary
responsibility for the payment. In such a case, QI is required to withhold on the
payment as described in section 3.01(C)(1) of this Agreement, excluding an amount
realized paid to another QI that has assumed primary withholding responsibility with
respect to the amount realized.

(2) Withholding Assumed on PTP Distribution. QI may assume primary withholding
responsibility for a payment of a PTP distribution only when the QI provides to the PTP
or nominee paying the distribution to QI a valid withholding certificate described in
section 6 of this Agreement stating that QI assumes primary responsibility by acting as
a nominee for the distribution under §1.1446-4(b)(3). QI may act as a nominee for a
PTP distribution only when QI assumes primary withholding responsibility for all of the
amounts subject to withholding on the PTP distribution under sections 1446(a) and (f)
and chapters 3 and 4. When acting as a nominee, QI is required to withhold on a PTP
distribution as required under section 3.01(C)(2) of this Agreement, excluding a PTP
distribution paid to another QI that has assumed primary withholding responsibility as a
nominee with respect to the distribution or paid to a WP or WT with respect to an
amount subject to withholding under chapter 3 or 4 on the distribution.

Sec. 3.04. Backup Withholding Under Section 3406 and Form 1099 Reporting
Responsibility.

(A) Backup Withholding. QI is a payor under section 3406 with respect to reportable
payments. Under section 3406, unless an exception to backup withholding applies, a
payor is required to deduct and withhold 24
1 percent from a reportable payment to an
account holder that is a U.S. non-exempt recipient if the U.S. non-exempt recipient has
not provided its U.S. TIN in the manner required under that section; the IRS notifies the
payor that the U.S. TIN furnished by the payee is incorrect; there has been a notified

1 See section 3406(a), providing that the applicable rate of backup withholding is the fourth lowest rate of
tax applicable under section 1(c).

payee under-reporting described in section 3406(c); or there has been a payee
certification failure described in section 3406(d).

(B) Coordination of Chapter 4 Withholding and Backup Withholding. With respect
to a withholdable payment that is also a reportable payment subject to backup
withholding under section 3406, QI is not required to withhold under section 3406 if QI
withheld on such payment under chapter 4. See §31.3406(g)-1(e). Alternatively, if QI is
a participating FFI or a registered deemed-compliant FFI (other than a reporting Model
1 FFI), it may elect 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 satisfying its backup withholding obligation under section
3406 provided that the payment is also a reportable payment. See section 4 of the FFI
Agreement. Nothing in chapter 4 (including the FFI Agreement) or any applicable IGA
relieves QI of its requirements to backup withhold under section 3406 to the extent
required by this Agreement.

(C) Form 1099 Reporting. If QI applies backup withholding (as described in section
3.04(B) of this Agreement), it must report the amount subject to backup withholding on
Form 1099 and not on Form 1042-S.

Sec. 3.05. Primary Form 1099 Reporting and Backup Withholding Responsibility
for Reportable Payments Other Than Reportable Amounts. QI is responsible for
Form 1099 reporting and backup withholding on reportable payments other than
reportable amounts to the extent required under this section 3.05 and section 8.06 of
this Agreement, whether or not QI assumes primary Form 1099 reporting and backup
withholding responsibility with respect to reportable amounts under section 3.07 of this
Agreement. Further, no provision of this Agreement which requires QI to provide
another withholding agent with information regarding reportable amounts shall be
construed as relieving QI of its Form 1099 reporting and backup withholding obligations
with respect to reportable payments that are not reportable amounts. For when
withholding under section 1446(a) or (f) is applied on a payment to an account holder
that is a U.S. person, however, see section 8.02 of this Agreement. Also see,
§31.3406(g)-1(e), providing that a payor (irrespective of whether the payor is a U.S. or
non-U.S. payor) is not required to backup withhold under section 3406 on a reportable
payment that is paid and received outside the United States with respect to an offshore
obligation or on gross proceeds from a sale effected outside the United States, unless
the payor has actual knowledge that the payee is a U.S. person.

(A) U.S. Payor. Except as provided in section 3.05(C) of this Agreement, if QI is a U.S.
payor, QI has primary Form 1099 reporting and backup withholding responsibility for
reportable payments other than reportable amounts. For example, if QI is a U.S. payor,
it has primary Form 1099 reporting and backup withholding responsibility for payments
of foreign source income as well as all broker proceeds paid to account holders that are,
or are presumed to be, U.S. non-exempt recipients.

(B) Non-U.S. Payor. If QI is a non-U.S. payor, QI has primary Form 1099 reporting and
backup withholding responsibility for broker proceeds described in section 2.69(B)(2) of
this Agreement and foreign source fixed and determinable income other than income
paid and received outside United States as described in section 2.69(B)(3) of this
Agreement if such payments are made (or presumed made) to U.S. non-exempt
recipients.

(C) Special Procedure for Broker Proceeds. If QI is a U.S. payor, QI may request
another payor that is either a U.S. financial institution or another QI to report on Form
1099 and, if required, backup withhold with respect to broker proceeds from a sale that
is effected at an office outside the United States (as defined in §1.6045-1(g)(3)(iii)) that
QI is otherwise required to report under section 3.05(A) and section 8.05 of this
Agreement, provided the other payor actually receives the broker proceeds. In such a
case, QI will not be responsible for primary Form 1099 reporting and backup withholding
with respect to broker proceeds, provided that the other payor agrees to do the
reporting and backup withholding and QI provides all of the information necessary for
the other payor to properly report and backup withhold. QI, however, remains
responsible for primary Form 1099 reporting and backup withholding if the other payor
does not agree to report and backup withhold, or if QI knows that the other payor failed
to do so. If, however, QI is a participating FFI or registered deemed-compliant FFI
(other than a reporting Model 1 FFI) that reports an account on Form 1099 in order to
satisfy its U.S. account reporting requirement under chapter 4, as described in section
8.04 of this Agreement, QI is responsible for reporting on Form 1099 with respect to
reportable payments made to such U.S. account and must report in the manner
described in the FFI Agreement.

Notwithstanding the preceding provisions of this section 3.05, for a payment of broker
proceeds that is an amount realized from the sale of a PTP interest, QI will not be
excepted from responsibility for primary Form 1099 reporting and backup withholding if
QI provides a valid withholding certificate described in section 6 of this Agreement to the
broker paying the proceeds to QI that indicates that QI assumes primary withholding
responsibility for the amount realized.

Sec. 3.06. Primary Form 1099 Reporting and Backup Withholding Responsibility
for Reportable Amounts Not Assumed. Notwithstanding sections 1.01 and 3.04 of
this Agreement, QI shall not be required to report on Form 1099 and backup withhold
with respect to a reportable amount if QI does not assume primary Form 1099 reporting
and backup withholding responsibility and it provides a payor from which it receives a
reportable amount the Forms W-9 of its U.S. non-exempt recipient account holders (or,
if a U.S. non-exempt recipient fails to provide a Form W-9 or information regarding the
account holder's name, address, and U.S. TIN, if a U.S. TIN is available) together with
the withholding rate pools attributable to U.S. non-exempt recipient account holders so
that such payor may report on Form 1099 and, if required, backup withhold. If QI elects
to backup withhold on withholdable payments that are also reportable amounts made to
recalcitrant account holders that are also U.S. non-exempt recipients, QI shall not be
required to report on Form 1099 and backup withhold with respect to a reportable

amount if it provides a payor from which it receives a reportable amount information
regarding such recalcitrant account holders. See section 6.03 of this Agreement and
section 4 of the FFI Agreement. If QI reports its U.S. accounts on Forms 1099 under its
FATCA requirements as a participating FFI or registered deemed-compliant FFI, see
section 8.04(A) of this Agreement providing that QI cannot delegate to a withholding
agent its requirement to report its U.S. accounts. If QI elects not to assume primary
Form 1099 reporting and backup withholding responsibility, QI must provide the
withholding agent with such information regarding any account holders or interest
holders of an intermediary or flow-through entity that holds an account with QI.
Notwithstanding its election not to assume primary Form 1099 reporting and backup
withholding responsibility, QI shall backup withhold and report a reportable amount to
the extent required under sections 3.04 and 8.06 of this Agreement if—

(A) QI actually knows that a reportable amount is subject to backup withholding and that
another payor failed to apply backup withholding, or

(B) Another payor has not applied backup withholding to a reportable amount because
of an error made by QI (e.g., QI failed to provide the other payor with information
regarding the name, address, U.S. TIN (if available), and withholding rate pool for a
U.S. non-exempt recipient account holder subject to backup withholding, including a
failure to provide information regarding any account holders or interest holders of an
intermediary or flow-through entity that holds an account with QI to the extent required
in section 6 of this Agreement).

Sec. 3.07. Primary Form 1099 Reporting and Backup Withholding Responsibility
Assumed. QI may assume primary Form 1099 reporting backup withholding
responsibility with respect to reportable amounts without obtaining approval from the
IRS. QI that assumes such responsibility is subject to all of the obligations imposed by
chapter 61 and section 3406, as modified by this Agreement, and QI shall be subject to
any applicable penalties for failure to meet those obligations. QI shall inform a payor
from which it receives a reportable amount that it has assumed primary Form 1099
reporting and backup withholding responsibility by providing the payor with a valid
withholding certificate described in section 6 of this Agreement and by identifying on the
withholding statement associated with such certificate the account(s) for which QI
assumes primary Form 1099 reporting and backup withholding responsibility (if
required).

QI is not required to assume primary Form 1099 reporting and backup withholding
responsibility for all accounts it holds with a payor. However, if QI assumes primary
Form 1099 reporting and backup withholding responsibility for any account, it must
assume that responsibility for all reportable amounts made by a payor to that account.

If QI is acting as a QDD, it must assume primary Form 1099 reporting and backup
withholding responsibility for any reportable payments that are made with respect to a
potential section 871(m) transaction. Thus, for example, if QI acts as a QDD with
respect to an NPC that is a potential section 871(m) transaction and makes a payment

pursuant to the NPC to a U.S. person that is a U.S. non-exempt recipient, QI must
backup withhold and report any amount paid to the U.S. person to the extent required
under section 3406 and §1.6041-1(d)(5).

In addition, if QI is assuming primary withholding responsibility for payments of
substitute interest (as described in section 3.03(A) of this Agreement), it must assume
primary Form 1099 reporting and backup withholding responsibility with respect to all
such payments (with a similar requirement for Form 1099 reporting if QI assumes
primary withholding responsibility for any payments of substitute dividends or acts as a
QSL under section 3.02(A) of this Agreement).

QI is not required to backup withhold on a reportable amount it makes to a WP, WT, or
another QI that has assumed primary Form 1099 reporting and backup withholding
responsibility with respect to the reportable amount. QI is also not required to backup
withhold on a reportable amount that QI makes to an intermediary or flow-through entity
that is a participating FFI, registered deemed-compliant FFI, or another QI that does not
assume primary Form 1099 reporting and backup withholding responsibility with respect
to the payment provided that such intermediary or flow-through entity allocates the
payment on its withholding statement to a chapter 4 withholding rate pool of U.S.
payees and the withholding statement is associated with a valid Form W-8IMY that
provides the applicable certification(s) for allocating the payment to this pool or allocates
the payment on its withholding statement to a chapter 4 withholding rate pool of
recalcitrant account holders.

Sec. 3.08. Deposit Requirements. If QI assumes primary withholding responsibility for
a payment under section 3.03 of this Agreement, it must deposit amounts withheld at
the time and in the manner provided under section 6302 (see §1.6302-2) by electronic
funds transfer as provided under §31.6302-1(h). If QI is a non-U.S. payor that does not
assume primary withholding responsibility under section 3.03 of this Agreement but
withholds under section 3.02(C) of this Agreement, QI must deposit amounts withheld
by the 15th day following the month in which the withholding occurred.

Sec. 3.09. QDD Tax Liability. In addition to satisfying its withholding tax liability as
described in this Agreement, a QDD must satisfy its QDD tax liability. The QDD's QDD
tax liability is the sum of:

(A) its tax liability under section 881 for its section 871(m) amount (as defined in section
2.73 of this Agreement) for each dividend on each underlying security reduced (but not
below zero) by the amount of tax paid by the QDD under section 881(a)(1) on dividends
received with respect to that underlying security on that same dividend in its capacity as
an equity derivatives dealer;

(B) its tax liability under section 881 for dividend equivalent payments received as a
QDD in its non-equity derivatives dealer capacity; and

(C) its tax liability under section 881 for any payments, such as dividends or interest,
received as a QDD with respect to potential section 871(m) transactions or underlying
securities that are not dividend equivalent payments, to the extent the full liability was
not satisfied by withholding.

A QDD that is a foreign branch of a U.S. financial institution does not have a QDD tax
liability. Instead, such a QDD must determine and report its tax liability in accordance
with chapter 1 and the appropriate U.S. tax return for the U.S. corporation.

In the case of a QDD that is a partnership or a branch of a partnership, the QDD tax
liability for each QDD will be the gross income components of this section 3.09 instead
of the tax liability under section 881 amounts. More specifically, the amount under
section 3.09(B) is the dividend equivalent payments received as a QDD in its non-equity
derivatives dealer capacity, and the amount under section 3.09(C) is any payments,
such as dividends or interest, received as a QDD with respect to potential section
871(m) transactions or underlying securities that are not dividend equivalent payments.
The section 3.09(C) amount is not reduced by withholding, although QDD will take any
prior withholding into account when reporting the amounts covered by section 3.09(C) to
the QI's partners and determining the appropriate withholding to those partners.
Further, the QDD tax liability includes any withholding required of the partnership with
respect to its partners on the section 3.09 amounts as modified for a QDD that is a
partnership (or branch of a partnership).

For calendar years 2023 and 2024, the QDD (and its partners when the QDD is a
partnership or a branch of a partnership) will not be liable for tax under section 871(a) or
881 on actual dividends on physical shares or deemed dividends or dividend
equivalents that the QDD receives in its equity derivatives dealer capacity. The QDD is
(and in the case of a QDD that is a partnership or a branch of a partnership, the QDD's
direct and indirect partners are) liable for tax on actual dividends on physical shares or
deemed dividends or dividend equivalents received in its non-equity derivatives dealer
capacity and on any other U.S. source FDAP payments received by the QDD.

(D) Timing for Determining QDD Tax Liability. A QDD must determine its QDD tax
liability due under sections 3.09(A) and (B) on the date provided in §1.871-15(j)(2) for
the applicable dividend. A QDD must determine its QDD tax liability due under section
3.09(C) when the payments are treated as received under the Code and the regulations
promulgated thereunder. A QDD that is a partnership or a branch of a partnership must
determine its QDD tax liability under sections 3.09(A) and (B), including the dividend
equivalent payments received as a QDD in its non-equity derivatives dealer capacity, on
the date provided in §1.871-15(j)(2) for the applicable dividend for withholding and
reporting purposes.

See section 7.01(C) of this Agreement regarding a QI that is acting as a QDD's
responsibility to report QDD tax liability on the appropriate U.S. tax return and to
maintain a reconciliation schedule for its section 871(m) amount and other amounts
related to its QDD tax liability. See also section 7.01(C) of this Agreement for additional

information regarding the reporting and other responsibilities of a QDD that is a
partnership or branch of a partnership.

# SECTION 4. PRIVATE ARRANGEMENT INTERMEDIARIES AND CERTAIN

PARTNERSHIPS AND TRUSTS

Sec. 4.01. Private Arrangement Intermediaries–In General. If QI is an FFI, QI may
enter into a private arrangement with another intermediary under which the other
intermediary agrees to perform all of the obligations of QI under this Agreement, except
as modified in section 4.02 of this Agreement. QI, however, may not enter into a private
arrangement under this section 4.01 with any account holder for which it acts as a QDD.
The agreement between QI and the other intermediary shall be between QI and all the
offices of the other intermediary located in a particular jurisdiction, which must be one
for which the IRS has approved the know-your-customer rules. Such an intermediary is
referred to in this Agreement as a private arrangement intermediary (PAI). By entering
into a PAI agreement, QI is not assigning its liability for the performance of any of its
obligations under this Agreement. Therefore, QI shall remain liable for any tax,
penalties, interest, and any other sanctions that may result from the failure of the PAI to
meet any of the obligations imposed by its agreement with QI. QI agrees not to assert
any defenses against the IRS for the failures of the PAI or any defenses that the PAI
may assert against QI. For purposes of this Agreement, the PAI's actual knowledge or
reason to know of facts relevant to withholding or reporting shall be imputed to QI. QI's
liability for the failures of the PAI shall apply even though the PAI is itself a withholding
agent and a payor under chapter 61 and section 3406 and is itself separately liable for
its failure to meet its obligations under the Code. Notwithstanding the foregoing, QI
shall not be liable for tax, interest, or penalties for failure to withhold and report under
chapters 3, 4, and 61 and sections 1446(a), 1446(f), and 3406 unless the
underwithholding or the failure to report amounts correctly on Forms 945, 1042, 1042-S,
1099, or 8966 is due to QI's or its PAI's failure to properly perform its obligations under
this Agreement. The PAI is not required to enter into an agreement with the IRS but
must respond (either directly or through QI) to IRS inquiries related to its compliance, as
described in section 10.08 of this Agreement. The IRS may, however, in its sole
discretion, refuse to permit an intermediary to operate as a PAI by providing notice to
QI. QI may, however, appeal the IRS's determination by following the notice and cure
provisions in section 11.06 of this Agreement. For purposes of this Agreement, an
intermediary shall be considered a PAI only if the following conditions are met:

(A) The PAI is a certified deemed-compliant FFI (other than a registered deemed-
compliant Model 1 IGA FFI) that acts as an intermediary with respect to reportable
amounts and has provided QI with a certification that it has maintained such certified
deemed-compliant FFI status during each certification period;

(B) The PAI does not act as an intermediary for a direct account holder that is a QI, WP,
WT, participating FFI, registered deemed-compliant FFI, or a registered deemed-
compliant Model 1 IGA FFI;

(C) The PAI is, pursuant to a written agreement between QI and the PAI (PAI
agreement), subject to all the obligations of QI under this Agreement, except to the
extent modified by sections 4.02 and 4.03 of this Agreement;

(D) For purposes of chapter 4, the PAI agrees to comply with the FATCA requirements
applicable to its chapter 4 status as a certified deemed-compliant FFI, as modified by
sections 4.02 and 4.03 of this Agreement, and is not required to fulfill QI's FATCA
requirements as a participating FFI, registered deemed-compliant FFI, or registered
deemed-compliant Model 1 IGA FFI;

(E) QI identifies the PAI on QAAMS before the first payment for which the PAI is
operating under the PAI agreement;

(F) The PAI agrees, to the extent necessary for QI to satisfy its compliance obligations
(i.e., if QI does not receive a waiver described in section 10.07 of this Agreement),
either to provide its documentation and other information to QI for inclusion in QI's
periodic review described in section 10.04 of this Agreement or to conduct an
independent periodic review in accordance with the procedures described in section
10.05 of this Agreement and provide QI with the same certification as is required for
QI's responsible officer under section 10.03 of this Agreement for each certification
period in order to allow the responsible officer of QI to make a certification to the IRS
regarding PAI's compliance. The PAI agrees to respond (either directly or through QI)
to IRS inquiries regarding its periodic review and agrees to provide QI (and the IRS,
upon request) with a periodic review report (as described in section 10.06 of this
Agreement);

(G) The PAI furnishes QI with a Form W-8IMY and withholding statement described in
section 6 of this Agreement as modified by this section 4.01(G). The PAI is required to
provide QI with Forms W-9 (or, in absence of the form, the name, address, and U.S.
TIN (if available)) of the PAI's U.S. non-exempt recipient account holders and the
withholding rate pool information for those account holders as required by section
6.03(D) of this Agreement so that the QI (or the payor) may report on Form 1099 and, if
required, backup withhold. In addition, the PAI is required to disclose to QI any account
holder of PAI that is a passive NFFE with one or more substantial U.S. owners (or one
or more controlling persons that is a specified U.S. person) as defined in §§1.1471-
1(b)(74) and 1.1473-1(b), respectively (or in the applicable IGA), and the account
holders or interest holders of any nonqualified intermediary or flow-through entity,
respectively, which has an account with the PAI, and provide all of the documentation
and other information relating to those account holders and interest holders that is
required for the QI, or another withholding agent, to report the payments made to those
account holders and interest holders to the extent required by sections 8.02(B) and 8.05
of this Agreement. Except to the extent the PAI provides its information to QI for
purposes of performing the periodic review, the PAI is not required to disclose to QI, or
another withholding agent, its direct account holders that are foreign persons other than
a passive NFFE with one or more substantial U.S. owners (or one or more controlling
persons that is a specified U.S. person). The limitations on a PAI's disclosure of its

direct account holders do not, however, apply with respect to the PAI's direct account
holders' receipt of payments of PTP distributions or amounts realized from sales of PTP
interests. For either such payment, a PAI is required to disclose to QI its direct account
holders and provide any information requested by QI for QI to meet its withholding and
reporting requirements specified in section 4.02(D) of this Agreement; and

(H) The PAI agrees to notify QI if the PAI no longer meets the requirements for certified
deemed-compliant status, and upon such notification, the agreement between the PAI
and QI will terminate.

Sec. 4.02. Modification of Obligations for PAI Agreements.

(A) Payments Reportable under Chapters 3 and 4. The agreement between QI and
a PAI must provide that QI shall report all payments of amounts subject to chapter 3 or
4 withholding made by the PAI on QI's Forms 1042 and 1042-S as if QI had made the
payments directly to the PAI's account holders. Therefore, QI shall report payments
made to each of the following types of a PAI's account holders as follows:

(1) A direct account holder of the PAI that is a nonparticipating FFI, QI shall report an
amount subject to chapter 4 withholding using the chapter 4 reporting pool described in
section 8.03 of this Agreement with the PAI reported as the recipient with respect to the
pool.

(2) A direct foreign account holder of the PAI for which no withholding is required under
chapter 4 (other than an intermediary, custodian, nominee, agent, or flow-through entity
described below), QI shall, except as otherwise provided in section 4.02(D) of this
Agreement, report an amount subject to chapter 3 withholding (excluding an amount
subject to chapter 3 withholding on a PTP distribution) using the chapter 3 reporting
pools as described in section 8.03 of this Agreement, with the PAI reported as the
recipient.

(3) A direct foreign account holder of the PAI that is a nonqualified intermediary or flow-
through entity, QI shall report payments of amounts subject to chapter 4 withholding
with respect to any indirect account holders of the PAI that the nonqualified intermediary
or flow-through entity includes in a chapter 4 withholding rate pool of nonparticipating
FFIs using the chapter 4 reporting pool for such account holders described in section
8.03 of this Agreement with the nonqualified intermediary or flow-through entity reported
as the recipient and shall report payments of amounts subject to chapter 3 withholding
made with respect to indirect foreign account holders of the PAI that are not subject to
chapter 4 withholding by reporting the payments as made to specific recipients under
the rules of section 8.02 of this Agreement.

(B) Form 1099 Reporting and Backup Withholding. The agreement between QI and
a PAI must also provide that QI shall report all reportable payments made by the PAI on
QI's Forms 945 and 1099 to the extent required under this section 4.02(B). QI shall file
Forms 1099 and backup withhold, if required, on reportable payments made by QI

(including by a PAI) to U.S. non-exempt recipients that are direct or indirect account
holders of a PAI in accordance with the terms of this Agreement.

(C) Form 8966 Reporting. The agreement between QI and a PAI must also provide
that QI shall report all withholdable payments made by the PAI on Form 8966 to the
extent required under this section 4.02(C). QI shall file Forms 8966 to report
withholdable payments made by QI (including by a PAI) to passive NFFEs with one or
more substantial U.S. owners (or one or more controlling persons that is a specified
U.S. person) that are direct or indirect account holders of a PAI in accordance with
section 8.05 of this Agreement.

(D) Payments of Amounts Realized or PTP Distributions. The agreement between
QI and a PAI must provide that QI will satisfy the requirements set forth in section 8.07
of this Agreement with respect to each account holder of PAI that is a partner receiving
from QI a PTP distribution or amount realized from the sale of a PTP interest for which a
statement under section 6031(b) is required for the taxable year (and for which the PAI
will provide QI the necessary partner information). The agreement between QI and a
PAI must further provide that QI shall treat the PAI as if the PAI were a disclosing QI
with respect to both of the following—

(1) QI's reporting on Forms 1042 and 1042-S of an amount realized from the sale of a
PTP interest or an amount subject to withholding on a PTP distribution paid to a direct
account holder of the PAI (as further described in section 8 of this Agreement); and

(2) QI's determination of the withholding required on any such amount.

Sec. 4.03. Other Requirements of PAI Agreements. QI shall require a PAI to provide
QI with all the information necessary for QI to meet its obligations under this Agreement.
No provisions shall be contained in the agreement between QI and a PAI that preclude,
and no provisions of this Agreement shall be construed to preclude, the PAI's joint and
several liability for tax, penalties, and interest under chapters 3, 4, and 61 and section
3406 to the extent that underwithholding, penalties, and interest have not been collected
from QI and the underwithholding or failure to report amounts correctly on Forms 945,
1042, 1042-S, 1099, or Form 8966 are due to a PAI's failure to properly perform its
obligations under its agreement with QI. Nothing in the agreement between QI and a
PAI shall be construed to limit the PAI's requirements under chapter 4 or an applicable
IGA. Further, nothing in the agreement between QI and a PAI shall permit the PAI to
assume primary chapters 3 and 4 withholding responsibility, primary Form 1099
reporting and backup withholding responsibility, or primary withholding responsibility for
a PTP distribution or an amount realized from the sale of a PTP interest.

Sec. 4.04. Termination of Arrangement. Except as otherwise provided in section
4.01(H) of this Agreement, QI shall cease to treat an intermediary as a PAI within 90
days from the day QI knows that the PAI is in default of its agreement with QI unless the
PAI has cured the event of default before the expiration of such 90-day period. QI must
provide the IRS with notice of any PAI agreement that has been terminated within 30

days of the termination by removing the intermediary as a PAI on QAAMS.

Sec. 4.05. Joint Account Treatment for Certain Partnerships and Trusts.

(A) In General. If QI is an FFI, QI may enter an agreement with a nonwithholding
foreign partnership or nonwithholding foreign trust that is either a simple or grantor trust
described in this section 4.05(A) to apply the simplified joint account documentation,
reporting, and withholding procedures provided in section 4.05(B) of this Agreement. QI
and a partnership or trust that apply this section 4.05 to any calendar year must apply
these rules to the calendar year in its entirety. QI and the partnership or trust may not
apply this section 4.05 to any calendar year in which the partnership or trust has failed
to make available to QI or QI's reviewer the records described in this section 4.05(A)
within 90 days after these records are requested, and the partnership or trust must
waive any legal prohibitions against providing such records to QI. If the partnership or
trust has failed to make these records available within the 90-day period, or if QI and the
partnership or trust fail to comply with any other requirements of this section 4.05, QI
must apply the provisions of §§1.1441-1(c) and 1.1441-5(e) to the partnership or trust
as a nonwithholding foreign partnership or nonwithholding foreign trust, must correct its
withholding for the period during which the failure occurred in accordance with section
9.05 of this Agreement, and cannot apply this section 4.05 to subsequent calendar
years. QI and a partnership or trust that apply this section 4.05 to any calendar year are
not required to apply this section 4.05 to subsequent calendar years.

A partnership or trust is described in this section 4.05(A) of this Agreement if the
following conditions are met:

(1) The partnership or trust has a chapter 4 status as a certified deemed-compliant FFI
(other than a registered deemed-compliant Model 1 IGA FFI), an owner-documented
FFI with respect to QI, an exempt beneficial owner, or an NFFE or is covered as an
account that is excluded from the definition of financial account under Annex II of an
applicable IGA or under §1.1471-5(a);

(2) The partnership or trust is a direct account holder of QI;

(3) None of the partnership's or trust's partners, beneficiaries, or owners is a flow-
through entity or is acting as intermediary for a payment made by QI to the partnership
or trust;

(4) None of the partnership's or trust's partners, beneficiaries, or owners is a U.S.
person and none of its foreign partners, beneficiaries, or owners is subject to
withholding or reporting under chapter 4 (e.g., a nonparticipating FFI and certain
passive NFFEs); and

(5) The partnership or trust agrees to make available upon request to QI or QI's
reviewer for purposes of QI's periodic review under section 10 of this Agreement
(including to respond to IRS inquiries regarding its compliance review) records that

establish that the partnership or trust has provided QI with documentation for purposes
of chapters 3 and 4 for all of its partners, beneficiaries, or owners.

(B) Modification of Obligations for QI.

(1) QI may rely on a valid Form W-8IMY provided by the partnership or trust and may
rely on a withholding statement that meets the requirements of §1.1441-5(c)(3)(iv) or
(e)(5)(iv), and §1.1471-3(c)(3)(iii)(B) (if the payment is a withholdable payment) and that
provides information for all partners, beneficiaries, or owners together with valid Forms
W-8 or, in the case of a partnership or trust that is a certified deemed-compliant FFI,
documentary evidence permitted under the applicable know-your-customer rules from
each partner, beneficiary, or owner, and, for a withholdable payment, documentation
that meets the requirements of §1.1471-3(d) to establish the partner's, beneficiary's, or
owner's chapter 4 status. The withholding statement need not provide any allocation
information. QI may not, however, rely on a Form W-8IMY that is associated with a
PTP distribution or amount realized from the sale of a PTP interest for purposes of this
section 4.05.

(2) QI must treat payments to the partnership or trust as allocated solely to a partner,
beneficiary, or owner that is subject to the highest rate of withholding under chapter 3
and must withhold at that rate.

(3) QI may pool 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 reporting
pools on Form 1042-S as described in section 8.03(B) of this Agreement.

(4) After QI has withheld in accordance with section 4.05(B)(2) of this Agreement, it may
file a separate Form 1042-S for any partner, beneficiary, or owner who requests that it
do so. If QI issues a separate Form 1042-S for any partner, beneficiary, or owner, it
cannot include such partner, beneficiary, or owner in its chapter 3 reporting pool. If QI
has already filed a Form 1042-S and included the partner, beneficiary, or owner in a
chapter 3 reporting pool, it must file an amended return to reduce the amount of the
payment reported to reflect the amount allocated to the recipient on the recipient's
specific Form 1042-S. QI may file a separate Form 1042-S for a partner, beneficiary, or
owner only if the partnership or trust provides a withholding statement that includes
allocation information for the requesting partner, beneficiary, or owner and only if the
partnership or trust has agreed in writing to make available to QI or QI's reviewer the
records that substantiate the allocation information included in its withholding statement.

(5) QI may not include any payments made to a partnership or trust to which QI is
applying the rules of this section 4.05 in any collective refund claim made under section
9.04 of this Agreement.

Sec. 4.06. Agency Option for Certain Partnerships and Trusts.

(A) In General. QI may enter an agreement with a nonwithholding foreign partnership
or nonwithholding foreign trust that is either a simple or grantor trust described in
section 4.06(A) of this Agreement under which the partnership or trust agrees to act as
an agent of QI with respect to its partners, beneficiaries, or owners, and, as QI's agent,
to apply the provisions of the QI agreement to the partners, beneficiaries, or owners.
QI, however, may not enter an agreement under this section 4.06 with any account
holder for which it acts as a QDD. By entering into an agreement with a partnership or
trust as described in this section 4.06, QI is not assigning its liability for the performance
of any of its obligations under this Agreement. QI and the partnership or trust to which
QI applies the rules of this section 4.06 are jointly and severally liable for any tax,
penalties, and interest that may result from the failure of the partnership or trust to meet
any of the obligations imposed by its agreement with QI. QI and a partnership or trust
that applies the agency option to any calendar year must apply these rules to the
calendar year in its entirety. Generally, QI and a partnership or trust that applies the
agency option to any calendar year are not required to apply the agency option to
subsequent calendar years. If, however, QI withholds and reports any adjustments
required by corrected information in a subsequent calendar year under section
4.06(B)(2) of this Agreement, QI must apply the agency option to that calendar year in
its entirety. QI and a partnership or trust may not apply the agency option to any
calendar year when the partnership or trust has failed to make available to QI or QI's
reviewer the records described in section 4.06 of this Agreement within 90 days after
these records are requested, and the partnership or trust must waive any legal
prohibitions against providing such records to QI. If, for any calendar year, the
partnership or trust has failed to make these records available within the 90-day period,
or if QI and the partnership or trust fail to comply with any other requirement of this
section 4.06, QI must apply §§1.1441-1(c) and 1.1441-5(e) to the partnership or trust as
a nonwithholding foreign partnership or nonwithholding foreign trust, must correct its
withholding for the period in which the failure occurred in accordance with section 9.05
of this Agreement, and cannot apply the agency option to subsequent calendar years.

A partnership or trust is described in this section 4.06(A) of this Agreement if the
following conditions are met:

(1) The partnership or trust is either a direct account holder of QI or an indirect account
holder of QI that is a direct partner, beneficiary, or owner of a partnership or trust to
which QI also applies the agency option.

(2) The partnership or trust has a chapter 4 status as a certified deemed-compliant FFI
(other than a registered deemed-compliant Model 1 IGA FFI), an owner-documented
FFI, an NFFE, an exempt beneficial owner, or is covered as an account that is excluded
from the definition of financial account under Annex II of an applicable IGA or under
§1.1471-5(a) and has provided QI with a certification that it has maintained such
chapter 4 status during each certification period;

(3) None of the partnership's or trust's partners, beneficiaries, or owners is a WP, WT,
participating FFI, registered deemed-compliant FFI, registered deemed-compliant Model
1 IGA FFI, or another QI acting as an intermediary for a payment made by QI to the
partnership or trust.

(4) The partnership or trust agrees to permit QI to treat its direct partners, beneficiaries,
or owners as direct account holders of QI under this Agreement and to treat its indirect
partners, beneficiaries, or owners as indirect account holders of QI under this
Agreement.

(5) The partnership or trust agrees, to the extent necessary for QI to satisfy its
compliance obligations (e.g., if the QI does not receive a waiver described in section
10.07 of this Agreement), either to provide its documentation and other information to QI
for inclusion in QI's periodic review described in section 10.04 of this Agreement or to
conduct an independent periodic review in accordance with the procedures described in
section 10.05 of this Agreement, provide QI with the certification required under section
10.03 of this Agreement for each certification period in order to allow the responsible
officer of QI to make a certification to the IRS regarding the partnership's or trust's
compliance with this section 4.06, and respond (either directly or through QI) to IRS
inquiries regarding its compliance review, as described in section 10.08 of this
Agreement, including providing the QI and the IRS with the results of the reviewer's
testing of transactions and accounts described in section 10.06 of this Agreement.

(6) For a partnership or trust to which QI pays an amount subject to withholding under
section 1446(a) on a PTP distribution, the partnership is not a PTP, and the trust is a
grantor trust (with the partnership or trust providing its U.S. TIN to QI). For a
partnership or trust to which QI pays an amount realized, the partnership is a
partnership providing a certification for a modified amount realized, and the trust is a
grantor trust (with the partnership or trust providing its U.S. TIN to QI).

(B) Modification of Obligations for QI.

(1) In General. QI may rely on a valid Form W-8IMY provided by the partnership or
trust, together with a withholding statement described in §1.1441-5(c)(3)(iv) or (e)(5)(iv)
and §1.1471-3(c)(3)(iii)(B) (if the payment is a withholdable payment) that includes all
information necessary for QI to fulfill its withholding, reporting, and filing obligations
under this Agreement. The withholding statement may include chapter 3 withholding
rate pools for partners, beneficiaries, or owners that are not intermediaries, flow-through
entities (or persons holding interests in the partnership or trust through such entities),
U.S. persons, or passive NFFEs with one or more substantial U.S. owners (or one or
more controlling persons that is a specified U.S. person), and the partnership or trust
need not provide to QI documentation for these partners, beneficiaries, or owners. The
withholding statement may also include a chapter 4 withholding rate pool of
nonparticipating FFIs described in section 6.03 of this Agreement for payments of
amounts subject to chapter 4 withholding. Notwithstanding the preceding sentences of
this section 4.06(B)(1), the partnership or trust is required to disclose to QI any interest

holder that is a passive NFFE with substantial U.S. owners (or controlling persons that
are specified U.S. persons) or that is a U.S. non-exempt recipient, as well as the
account holders or interest holders of any nonqualified intermediary or flow-through
entity, respectively, which has an interest in the partnership or trust, and to provide all of
the documentation and other information relating to those account holders and interest
holders that is required for the QI, or another withholding agent, to report the payments
made to those account holders and interest holders to the extent required by sections
8.02(B) and 8.05 of this Agreement.

(2) Timing of Withholding. QI must withhold on the date it makes a payment to the
partnership or trust based on a withholding statement provided by the partnership or
trust on which QI is permitted to rely. The amount allocated to each partner,
beneficiary, or owner in the withholding statement may be based on a reasonable
estimate of the partner's, beneficiary's, or owner's distributive share of income subject
to withholding for the year. The partnership or trust must correct the estimated
allocations to reflect the partner's, beneficiary's, or owner's actual distributive share and
must provide this corrected information to QI on the earlier of the date that the
statement required under section 6031(b) (i.e., Schedule K-1) or the Beneficiary
Statement or Owner Statement is mailed or otherwise provided to the partner,
beneficiary, or owner, or the due date for furnishing the statement (whether or not the
partnership or trust is required to prepare and furnish the statement). If that date is after
the due date (without regard to extensions) for QI's Forms 1042 and 1042-S for the
calendar year, QI may withhold and report any adjustments required by the corrected
information in the following calendar year.

(3) Payments Reportable Under Chapters 3 and 4. QI shall report on Form 1042-S
all amounts subject to chapters 3 and 4 withholding distributed to, or included in the
distributive share of, the partnership or trust as follows:

(i) For a direct partner, beneficiary, or owner of the partnership or trust that is a
nonparticipating FFI, QI shall report an amount subject to withholding using the
chapter 4 reporting pool described in section 8.03(A) of this Agreement with the
partnership or trust reported as a recipient.

(ii) For a direct partner, beneficiary, or owner of the partnership or trust that is a
foreign person for which no withholding is required under chapter 4 (other than an
intermediary, agent, or flow-through entity described below), QI shall report an
amount subject to chapter 3 withholding using the chapter 3 reporting pools
described in section 8.03(B) of this Agreement with the partnership or trust reported
as a recipient.

(iii) For a direct or indirect partner, beneficiary, or owner of the partnership or trust
that is a nonqualified intermediary or foreign flow-through entity, QI shall report
payments of amounts subject to chapter 4 withholding in a chapter 4 withholding rate
pool of nonparticipating FFIs using the chapter 4 reporting pool for such partner,
beneficiary, or owner with the nonqualified intermediary or foreign flow-through entity

reported as the recipient, and QI shall report payments of amounts subject to
chapter 3 withholding for which no chapter 4 withholding is required by reporting the
payments as made to specific recipients as described in section 8.02 of this
Agreement.

(4) Payments Reportable under Section 1446(a) or (f). QI shall report on Form 1042-
S payments of amounts realized or amounts subject to withholding under section
1446(a) in accordance with section 4.06(B)(3) of this Agreement, taking into account the
reporting required on these payments under section 8.02 of this Agreement with respect
to a flow-through entity or nonqualified intermediary.

(5) Form 1099 Reporting and Backup Withholding. The agreement between QI and
the partnership or trust must also provide that QI shall include all reportable payments
made by the partnership or trust in QI's Forms 945 and 1099 to the extent required
under this section 4.06(B)(4). QI shall file Forms 1099 and backup withhold, if required,
on reportable payments made by QI to U.S. non-exempt recipient that are direct or
indirect partners, beneficiaries, or owners of the partnership or trust in accordance with
the terms of this Agreement.

(6) Form 8966 Reporting Requirements. The agreement between QI and the
partnership or trust must also provide that QI shall report all withholdable payments
made by the partnership or trust on Form 8966 to the extent required under this section
4.06(B)(5). If the partnership or trust is itself a passive NFFE and if any of its partners,
beneficiaries, or owners is a passive NFFE with one or more substantial U.S. owners (or
one or more controlling persons that is a specified U.S. person), QI shall file Forms
8966 to report all withholdable payments made by QI to any such passive NFFE in
accordance with sections 8.04 and 8.05 of this Agreement.

(C) Other Requirements of Agency Agreement. QI shall require the partnership or
trust to provide QI with all the information necessary for QI to meet its obligations under
this Agreement. No provisions shall be contained in the agreement between QI and the
partnership or trust that preclude, and no provisions of this Agreement shall be
construed to preclude, the partnership or trust's joint and several liability for tax,
penalties, and interest under chapters 3, 4, and 61 and section 3406, to the extent that
the underwithholding, penalties, and interest have not been collected from QI and the
underwithholding or failure to report amounts correctly on Forms 945, 1042, 1042-S,
1099, or 8966 is due to the partnership's or trust's failure to properly perform its
obligations under its agreement with QI. Nothing in the agreement between QI and the
partnership or trust shall be construed to limit the partnership or trust's requirements
under chapter 4 as a certified deemed-compliant FFI, owner-documented FFI, NFFE, or
exempt beneficial owner. Further, nothing in the agreement between QI and the
partnership or trust shall permit the partnership or trust to assume primary chapters 3
and 4 withholding responsibility or primary Form 1099 reporting and backup withholding
responsibility.

# SECTION 5. DOCUMENTATION REQUIREMENTS

Sec. 5.01. Documentation Requirements.

(A) General Documentation Requirements. QI agrees to use its best efforts to obtain
documentation from account holders that receive a reportable payment to determine
whether withholding applies or whether a payment is reportable under this Agreement.
Under section 11.06 of this Agreement, failure to obtain documentation from a
significant number of direct account holders constitutes an event of default. If QI is an
FFI obtaining documentary evidence, QI also agrees to adhere to the know-your-
customer rules that apply to QI with respect to the account holder from whom the
documentary evidence is obtained. If QI cannot reliably associate a reportable payment
with valid documentation from the account holder, it must apply the applicable
presumption rules to determine if withholding is required under chapter 3 or 4 or if
backup withholding is required under section 3406. QI agrees to review and maintain
documentation in accordance with this section 5 and, in the case of documentary
evidence obtained from direct account holders, in accordance with the applicable know-
your-customer rules. QI also agrees, if the performance of an external review is
requested by the IRS (as described in section 10.08(C) of this Agreement), to make
documentation (together with any associated withholding statements and other
documents or information) available upon request for inspection by QI's external
reviewer. QI represents that none of the laws to which it is subject prohibit disclosure of
the identity of any account holder or account information to QI's reviewer.

If QI is acting as a QDD, QI is required to apply the rules of this section 5 to each
account holder of an account for which it is acting as a QDD and to which it makes a
reportable payment in accordance with the applicable requirements in section 5.01(A)
and (B) of this Agreement. In addition, if QI is a partnership and is or has a branch that
is a QDD, QI is required to apply the rules of this section 5 to each of its partners
(looking through partners that are flow-through entities) in determining its withholding
under section 3.03(A) of this Agreement.

If QI makes a payment of an amount realized on a sale of a PTP interest or a payment
of a PTP distribution, QI also agrees to use its best efforts to obtain the documentation
that is described in section 5.02 of this Agreement. For purposes of obtaining a U.S.
TIN from an account holder that is a partner with respect to documentation required
under section 5.02(B) or (C) of this Agreement, QI is treated as using its best efforts
when QI makes a written solicitation (initial solicitation) for the account holder's U.S. TIN
in 2023 or the calendar year in which an account holder acquires a PTP interest through
QI (if later). If an account holder's U.S. TIN is not provided based on the initial
solicitation, QI is required to make an additional written solicitation for the account
holder's U.S. TIN in the calendar year following the calendar year of the initial
solicitation, and, if necessary, a further written solicitation in the calendar year following
the year of the additional solicitation. Nothing in the preceding sentence shall, however,
be construed to allow QI to apply a reduced rate of withholding under section 1446(a) or
(f) with respect to a payment made to a foreign account holder that fails to provide a

U.S. TIN to QI for any calendar year. QI further agrees to treat a partner as a foreign
partner and a broker as a foreign broker when required under section 5.13(C)(5) of this
Agreement for a payment of an amount realized or the amount of a PTP distribution
subject to withholding under section 1446(a).

(B) Coordination of Chapter 3 and Chapter 4 Documentation Requirements.

(1) QI that is an FFI. If QI is an FFI, for each account holder for whom QI is acting
under this Agreement, QI 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 to determine if the account is a U.S.
account (or U.S. reportable account) and to determine each account holder that is a
nonparticipating FFI and, if applicable, recalcitrant account holder (or non-consenting
U.S. account). If an account holder receiving the payment is not the payee, QI is also
required to establish the chapter 4 status of the payee or payees to determine whether
withholding applies under chapter 4. For purposes of this section 5, with respect to
documenting an account holder for chapter 4 purposes, documentary evidence also
includes any documentary evidence allowed under an applicable IGA.

To the extent an account holder receives a payment with respect to which QI has
determined that withholding is not required under chapter 4, QI shall obtain, unless
already collected, documentation that meets the requirements of this section 5 to
determine whether the account holder is a foreign person for which QI is required to
withhold under chapter 3 or a U.S. payee for which QI is required to backup withhold
under section 3406 or report on Form 1099 under chapter 61. See, however, section
8.06 of this Agreement providing the circumstances in which reporting of U.S. accounts
(or U.S. reportable accounts) under its FATCA requirements as a participating FFI,
registered deemed-compliant FFI, or registered deemed-compliant Model 1 IGA FFI
satisfies QI's Form 1099 reporting responsibilities.

(2) QI that is an NFFE. If QI is an NFFE, QI is required to document the chapter 4
status of each account holder for whom QI is acting to determine if withholding and
reporting apply under section 1471 or 1472 on withholdable payments made to the
account holder. QI is required to obtain, unless already collected, a valid Form W-8 or
Form W-9 from each account holder to determine whether QI is required to withhold
under chapter 3 or 4 or report on Form 1099 under chapter 61 and backup withhold
under section 3406. The allowance in this section 5 for QI to obtain documentary
evidence does not apply if QI is an NFFE. QI may, however, obtain appropriate
documentary evidence as additional documentation to establish the foreign status of an
account holder.

Sec. 5.02. Documentation for Foreign Account Holders.

(A) Documentation for Chapters 3 and 4. QI may treat an account holder as a foreign
beneficial owner of an amount for purposes of chapter 3 or 4 if the account holder
provides a valid Form W-8 (other than Form W-8IMY unless provided by a QI that is

acting as a QDD that is a corporation (or a branch of a corporation) and meets the
requirements of section 5.07(E) of this Agreement or a QI that is assuming primary
withholding responsibility for a substitute interest payment) or valid documentary
evidence that supports the account holder's status as a foreign person. QI may not
treat an account holder that provides documentation indicating that it is a bank, broker,
intermediary, or agent (such as an attorney) as a beneficial owner unless QI receives a
statement, in writing and signed by a person with authority to sign such a statement,
stating that such account holder is the beneficial owner of the income. Further, QI may
not reduce the rate of withholding with respect to an indirect account holder that is a
foreign beneficial owner unless the certification provided by the direct account holder is
a valid Form W-8IMY, and then only to the extent that QI can reliably associate the
payment with valid documentation that establishes that withholding does not apply
under chapter 4 in the case of a withholdable payment made to the account holder and
establishes that the indirect account holder is entitled to a reduced rate of withholding
under chapter 3.

(B) Documentation for Section 1446(a). QI must treat an account holder that is a
partner receiving a payment of a PTP distribution subject to withholding under section
1446(a) as a foreign partner if the account holder provides a valid Form W-8 other than
a Form W-8IMY provided by an intermediary, grantor trust, or partnership (excluding a
PTP) that includes the account holder's U.S. TIN. Alternatively, QI must treat an
account holder described in the preceding sentence as a foreign partner when QI has
both valid documentary evidence that supports the account holder's status as a foreign
person and the account holder's U.S. TIN. See, however, §1.1446-4(e)(4) for QI's
requirement to provide Forms W-8 for the amount of a PTP distribution subject to
withholding under section 1446(a) when acting as a disclosing QI and section 5.01(A) of
this Agreement for the extent of QI's requirement to collect U.S. TINs from its account
holders for purposes of section 1446(a).

(C) Documentation for Section 1446(f). QI must treat an account holder receiving a
payment of an amount realized as a foreign partner if the account holder provides a
valid Form W-8 (other than a Form W-8IMY provided by a broker or grantor trust) that
includes the account holder's U.S. TIN. Alternatively, QI must treat an account holder
described in the preceding sentence as a foreign partner when QI has both valid
documentary evidence that supports the account holder's status as a foreign person
and the account holder's U.S. TIN. See, however, §1.1446(f)-4(a)(7)(iii) for QI's
requirement to provide Forms W-8 when acting as a disclosing QI for an amount
realized and section 5.01(A) of this Agreement for the extent of QI's requirement to
collect U.S. TINs from its account holders for purposes of section 1446(f). With respect
to an amount realized QI pays to a broker, QI may rely on documentation that is
permitted under §1.1446(f)-4(a)(5) for treating the broker as a foreign person.

Sec. 5.03. Beneficial Owner's Claim of Treaty Benefits. To the extent an account
holder receives a payment that is not subject to withholding under chapter 4, QI may not
reduce the rate of withholding under chapter 3 based on a beneficial owner's claim of
treaty benefits unless QI obtains the documentation required by section 5.03(A) of this

Agreement. In addition, QI agrees to establish procedures to inform account holders of
the terms of limitation on benefits provisions of a treaty (whether or not those provisions
are contained in a separate article entitled Limitation on Benefits) under which the
account holder is claiming benefits. QI is required to obtain a Form W-8BEN-E with the
appropriate limitation on benefits certification or, if QI is allowed to and obtains
documentary evidence, the written certification included in the treaty statement as
described in section 5.03(B) of this Agreement. For a direct account holder
documented by QI on or after January 1, 2018, using documentary evidence, QI must
have a permanent residence address for the account holder in the jurisdiction
associated with the documentary evidence to reduce the rate of withholding under this
section 5.03.

If an account holder that is a foreign partner receives an amount subject to withholding
under section 1446(a) on a PTP distribution or an amount realized, the documentation
described in section 5.03(A)(1) of this Agreement shall be permitted for the partner's
claim of treaty benefits (except that a U.S. TIN for the foreign partner is required), and
sections 5.03(A)(2) and (3) of this Agreement shall not apply. See, however, section
5.07 of this Agreement in the case of an amount realized paid to a nonqualified
intermediary.

(A) Treaty Documentation. The documentation required by this section 5.03(A) is as
follows:

(1) The account holder has provided a properly completed 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). A U.S. TIN or foreign TIN shall not be required, however, if the beneficial owner
is a direct account holder. An indirect account holder is required to have a either a U.S.
TIN or foreign TIN to claim treaty benefits unless it is claiming treaty benefits on income
from marketable securities;

(2) The account holder has provided documentary evidence that has been obtained
pursuant to the know-your-customer rules that apply to the account holder, and the
account holder, if it is an entity, has made the treaty statement (if applicable) required
by section 5.03(B) of this Agreement; or

(3) The account holder provides the type of documentary evidence required under
§1.1441-6 to establish entitlement to a reduced rate of withholding under a treaty, and
the account holder, if it is an entity, has made the treaty statement (if applicable)
required by section 5.03(B) of this Agreement.

(B) Treaty Statement. The treaty statement required by an entity account holder under
this section 5.03(B) is as follows:

[Name of entity account holder] meets all provisions of the applicable treaty that are
necessary to claim a reduced rate of withholding, including any limitation on benefits

provisions, and derives the income within the meaning of section 894, and the
regulations thereunder, as the beneficial owner.

QI is only required to obtain the treaty statement required by this section 5.03(B) from
an account holder that is an entity. QI shall not be required to obtain a treaty statement
required by this section 5.03(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.
QI is also required to collect and to report, on a Form 1042-S issued under section
8.02(P) of this Agreement, the specific category of limitation on benefits provision
claimed from all of its entity account holders (i.e., the specific article of the treaty or that
no article applies), including a government (or its political subdivisions).

Sec. 5.04. Documentation for International Organizations. To the extent an account
holder receives a payment that is not subject to withholding under chapter 4, QI may not
treat the account holder as an international organization entitled to an exemption from
withholding under section 892 unless the name provided on the documentation
(including a Form W-8EXP) is the name of an entity designated as an international
organization by executive order pursuant to 22 United States Code 288 through 288(f)
and the documentation is valid under section 5.10 of this Agreement. An international
organization may not, however, claim benefits under this section 5.04 with respect to
QI's requirement to withhold under section 1446(a) or (f).

If an international organization is not claiming benefits under section 892 but under
another Code exception, the provisions of section 5.02 of this Agreement shall apply
rather than the provisions of this section 5.04.

Sec. 5.05. Documentation for Foreign Governments and Foreign Central Banks of
Issue.

(A) Documentation From a Foreign Government or Foreign Central Bank of Issue
Claiming an Exemption from Withholding Under Section 892 or Section 895. To
the extent an account holder receives a payment subject to withholding under chapter 3
that is not subject to withholding under chapter 4, QI may not treat an account holder as
a foreign government or foreign central bank of issue exempt from withholding under
section 892 or 895 unless—

(1) QI receives from the account holder a Form W-8EXP or documentary evidence
establishing that the account holder is a foreign government or foreign central bank of
issue;

(2) The income paid to the account holder is the type of income that qualifies for an
exemption from withholding under section 892 or 895; and

(3) QI does not know, or have reason to know, that the account holder 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 Exemption. To the extent an account holder receives a payment that is not
subject to withholding under chapter 4, QI may treat an account holder 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 if it has valid documentation that is
sufficient to obtain a reduced rate of withholding under a treaty as described in section
5.03 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 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 5.02 of this Agreement apply rather than the provisions of this
section 5.05. A foreign government or foreign central bank of issue may not claim
benefits under section 892 with respect to QI's requirement to withhold under section
1446(a) or (f).

Sec. 5.06. Documentation for Foreign Tax-Exempt Organizations. To the extent an
account holder receives a payment that is subject to withholding under chapter 3 or
section 1446(a) on a PTP distribution but not under chapter 4, QI may not treat an
account holder as a foreign tax-exempt organization and reduce the rate of or exempt
the account holder from withholding unless it satisfies the requirements provided in
section 5.06(A), (B), or (C) of this Agreement.

(A) Reduced Rate of Withholding Under Section 501. QI may not treat an account
holder as a foreign organization described under section 501(c), and therefore exempt
from withholding under chapter 3 (or, if the account holder is a foreign private
foundation, subject to withholding at a 4-percent rate under section 1443(b)) unless QI
obtains a valid Form W-8EXP on which Part IV of the form is completed.

(B) Reduced Rate of Withholding Under Treaty. QI may not treat an account holder
as a foreign organization that is tax-exempt on an item of income pursuant to an income
tax treaty unless QI obtains valid documentation as described under section 5.03 of this
Agreement that is sufficient for obtaining a reduced rate of withholding under the treaty
and the documentation establishes that the account holder 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 income tax treaty
exception, the provisions of section 5.02 or 5.03 (as applicable) of this Agreement shall
apply rather than the provisions of this section 5.06. A tax-exempt entity may not claim
a reduced rate of withholding under section 501 for purposes of QI's withholding under
section 1446(f).

Sec. 5.07. Documentation from Intermediaries or Flow-Through Entities and
QDDs. QI must apply the presumption rules to a payment made to a nonqualified
intermediary or flow-through entity that is a direct account holder of QI to the extent QI
fails to obtain the documentation set forth below. If QI receives documentation for the
account holders or interest holders of an intermediary or flow-through entity, QI must
apply the rules of this section 5 to determine the validity of such documentation.

Notwithstanding the previous provisions of this section 5.07, for an amount realized paid
to a nonqualified intermediary, QI is required to apply the presumption rule provided in
section 5.13(C)(5) of this Agreement regardless of whether the nonqualified
intermediary provides a valid Form W-8IMY and documentation with respect to the
account holders receiving the amount realized.

(A) Withholdable Payments Made to Nonqualified Intermediaries and Flow-
Through Entities. With respect to a withholdable payment made to a nonqualified
intermediary or flow-through entity—

(1) QI receives a valid Form W-8IMY provided by the nonqualified intermediary or the
flow-through entity receiving the payment that establishes the chapter 4 status of the
intermediary or flow-through entity; and

(2) If the payment is not subject to withholding under chapter 4 based on such entity's
chapter 4 status (or to the extent the payment is received on behalf of exempt beneficial
owners), QI can reliably associate the payment with a withholding statement that meets
the requirements of §1.1471-3(c)(iii)(B) that includes the account holders or interest
holders of the intermediary or flow-through entity in chapter 4 withholding rate pools to
the extent permitted or with valid documentation described in this section 5 provided by
account holders or interest holders of the intermediary or flow-through entity that are not
themselves nonqualified intermediaries or flow-through entities and that QI can treat as
not subject to withholding under chapter 4.

(B) Reportable Payments Other than Withholdable Payments or Payments with
respect to PTP interests Made to Nonqualified Intermediaries and Flow-Through
Entities. With respect to a reportable payment that is not a withholdable payment or an
amount realized made to a nonqualified intermediary or flow-through entity—

(1) QI receives a valid Form W-8IMY and a withholding statement with the information
specified in §1.1441-1(e)(3)(iv)(C) (which includes an alternative withholding statement)
provided by the nonqualified intermediary or the flow-through entity regardless of
whether the form includes a chapter 4 status of the nonqualified intermediary or flow-
through entity unless such entity provides a withholding statement allocating a payment
to a chapter 4 withholding rate pool of U.S. payees; and

(2) QI can reliably associate the payment with a chapter 4 withholding rate pool of U.S.
payees or valid documentation described in this section 5 provided by account holders
or interest holders of the nonqualified intermediary or flow-through entity that are not

themselves nonqualified intermediaries or flow-through entities.

(C) Payments with respect to PTP Interests Made to Nonqualified Intermediaries
and Flow-Through Entities.

(1) Amount Realized. With respect to a payment by QI of an amount realized from the
sale of a PTP interest made to a flow-through entity or nonqualified intermediary, the
documentation that QI receives is a valid Form W-8IMY from the entity except for a
foreign simple trust (for which a Form W-8BEN-E may instead be received) and a U.S.
grantor trust (for which a document similar to Form W-8IMY may be received). In the
case of a foreign partnership providing the certification on a valid Form W-8IMY for a
modified amount realized (which requires a U.S. TIN for the partnership) QI is required
to obtain from the partnership the documentation described in this section 5 with respect
to the partners that QI can reliably associate with the payment. For a grantor trust to
which QI pays an amount realized, QI is further required to obtain valid documentation
described in this section 5 that QI can reliably associate with each grantor or owner of
the trust and must obtain a U.S. TIN for the trust.

(2) PTP Distribution. With respect to a payment by QI of a PTP distribution to a
nonqualified intermediary, the documentation that QI receives from the intermediary is a
valid Form W-8IMY (including its chapter 4 status for an amount of a distribution
attributable to a withholdable payment) and documentation for each of the account
holders of the nonqualified intermediary that are partners in the PTP that QI can reliably
associate with each amount subject to withholding on the distribution (including by
applying section 5.13(B)(1) of this Agreement for any amount realized on the
distribution). With respect to a payment by QI of a PTP distribution to a flow-through
entity, the documentation that QI receives from the flow-through entity is as follows—

(i) For the amount of the distribution subject to withholding under section 1446(a)
made to a foreign partnership, QI receives a valid Form W-8IMY from the
partnership and, for a foreign partnership other than a PTP, valid documentation
described in this section 5 on each of the partners in the partnership that QI can
reliably associate with the distribution (including a U.S. TIN for the partnership in
both cases). See §§1.1446-4 and 1.1446-5(c). For the portion of the distribution
subject to withholding under section 1446(a) made to a trust, QI receives a valid
Form W-8BEN-E or W-8IMY from a simple trust or, in the case of a foreign grantor
trust, a valid Form W-8IMY from the trust (or similar document from a U.S. grantor
trust) and valid documentation on each grantor or owner of the trust permitted under
this section 5 for a payment subject to section 1446(a) withholding that QI can
reliably associate with the distribution (including a U.S. TIN for the grantor trust).

(ii) For the amount of the distribution subject to withholding under chapter 3 or 4, QI
receives a valid Form W-8IMY from the flow-through entity (which includes the
entity's chapter 4 status with respect to any amount of a distribution attributable to a
withholdable payment) and valid documentation on the interest holders in the entity
(other than nonqualified intermediaries or flow-through entities) permitted under this

section 5 for a payment subject to chapter 3 or 4 withholding that QI can reliably
associate with the distribution.

(iii) For the amount realized on the distribution, QI receives from the flow-through
entity valid documentation specified in section 5.07(C)(1) of this Agreement
applicable to a flow-through entity that QI can reliably associate with the distribution.

(D) Reportable Payments and Payments with respect to PTP Interests Made to
QIs, WPs, and WTs. With respect to a reportable payment made to a QI, WP, or WT,
QI receives a valid Form W-8IMY provided by the QI, WP, or WT that includes the
entity's chapter 4 status for a payment that is a withholdable payment and, for those
payments for which a QI has not assumed primary chapters 3 and 4 withholding
responsibility or primary Form 1099 reporting and backup withholding responsibility, QI
can reliably associate the payment with withholding rate pools, as described in section
6.03 of this Agreement, or a valid Form W-9 for a U.S. non-exempt recipient account
holder not included in a withholding rate pool.

With respect to a payment of an amount realized on the sale of a PTP interest made by
QI to a QI, QI receives a valid Form W-8IMY provided by the other QI that includes the
QI's chapter 4 status if the QI provides a withholding statement allocating a payment to
a chapter 4 withholding rate pool of U.S. payees. Additionally, for an amount realized
for which the other QI does not assume primary withholding responsibility nor act as a
disclosing QI, QI can reliably associate the payment with withholding rate pools, as
described in section 6.03 of this Agreement, or a valid Form W-9 for a U.S. partner not
includible in a chapter 4 withholding rate pool of U.S. payees under chapter 4. See
§1.1446(f)-4(a)(7)(iv). For an amount realized described in the preceding sentence that
QI pays to a QI acting as a disclosing QI, QI receives valid documentation permitted
under section 5.02(C) of this Agreement with respect to the account holders of the other
QI, including a valid Form W-9 for a U.S. partner not includible in a chapter 4
withholding rate pool of U.S. payees permitted under chapter 4.

With respect to a PTP distribution paid by QI to a QI, QI receives a valid Form W-8IMY
provided by the other QI that includes the QI's chapter 4 status for any portion of the
PTP distribution attributable to a withholdable payment. Additionally, for a PTP
distribution for which the other QI does not assume primary withholding responsibility
nor act as a disclosing QI, QI can reliably associate the payment with withholding rate
pools, as described in section 6.03 of this Agreement, or a valid Form W-9 for each
partner that is a U.S. person. For a PTP distribution that QI pays to a QI acting as a
disclosing QI, QI receives with respect to the account holders of the other QI valid
documentation required of a disclosing QI under section 5.02(B) of this Agreement for
an amount subject to withholding under section 1446(a) on the distribution, valid
documentation permitted under the preceding paragraph of this section 5.07(D) for an
amount realized on the distribution, and, for an amount subject to withholding under
chapter 3 or 4 on the distribution, valid documentation described in section 5.07(A) or
(B) of this Agreement.

With respect to a PTP distribution paid to a WP or WT, QI receives a valid Form W-
8IMY provided by the WP or WT that QI can reliably associate with an amount subject
to withholding under chapter 3 or 4 on the distribution.

(E) Payments Made to QIs Acting as QDDs. For payments with respect to potential
section 871(m) transactions or underlying securities made to a QI acting as a QDD, if QI
receives a valid Form W-8IMY provided by the QI acting as a QDD that includes the
QI's chapter 4 status and the required certification that the QI is acting as a QDD and
assumes primary withholding responsibility for payments it makes when the QI is acting
as a QDD and QDD withholding statement, then QI can reliably associate the payments
as made to the QI acting as a QDD. Additionally, in the case of a QDD identified on a
valid Form W-8IMY as a partnership (or a branch of a partnership), the QI can reliably
associate a payment described in section 3.09 of this Agreement, as modified for a
QDD that is a partnership or branch of a partnership, with withholding rate pools to the
extent permitted in section 6.03 of this Agreement for an account holder, or specific
partner information, with respect to the QDD partners (looking through partners that are
foreign flow-through entities). The requirement for the partner information specified in
the preceding sentence does not apply to a payment described in sections 3.03(A)(1)-
(3) of this Agreement.

(F) Private Arrangement Intermediaries. If QI has an agreement with a PAI, QI
obtains from the PAI a Form W-8IMY completed as if the PAI were a QI that is an FFI
(with the exception that the PAI must not provide a QI-EIN on the Form W-8IMY) and QI
can reliably associate the payment with a withholding statement, as described in section
4.01(G) of this Agreement, and the information described in this section 5.07 for any
account holders of the PAI that are intermediaries or flow-through entities and the
documentation for any passive NFFE with one or more substantial U.S. owners (or one
or more controlling persons that is a specified U.S. person if QI is a reporting Model 1 or
reporting Model 2 FFI). For a payment of an amount realized from the sale of a PTP
interest or PTP distribution, however, QI must reliably associate the payment with a
withholding statement and the information described in this section 5 with respect to
both the direct account holders of the PAI and account holders of an intermediary or
flow-through entity that is an account holder of the PAI.

(G) Partnerships or Trusts to which QI Applies the Agency Option. If QI has an
agreement with a partnership or trust under which the partnership or trust agrees to act
as an agent of QI, QI obtains from the partnership or trust a Form W-8IMY completed as
if the partnership or trust were a QI (with the exception that the partnership or trust must
not provide a QI-EIN on the Form W-8IMY) and QI can reliably associate the payment
with a withholding statement, as described in section 4.06(B)(1) of this Agreement, and
the information described in this section 5.07 for any account holders that are
intermediaries or flow-through entities and the documentation for any passive NFFE
with one or more substantial U.S. owners (or one or more controlling persons that is a
specified U.S. person if QI is a reporting Model 1 or reporting Model 2 FFI).

Sec. 5.08. Documentation for U.S. Exempt Recipients. QI shall not treat an account
holder as a U.S. exempt recipient unless QI obtains from the account holder—

(A) A valid Form W-9 on which the account holder includes an exempt payee code to
certify that the account holder is a U.S. exempt recipient for purposes of chapter 4
reporting;

(B) Documentary evidence that is sufficient to establish that the account holder is a U.S.
exempt recipient; or

(C) Documentary evidence that is sufficient to establish the account holder's status as a
U.S. person and QI can treat the person 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. 5.09. Documentation for U.S. Non-Exempt Recipients. QI shall not treat an
account holder as a U.S. non-exempt recipient unless QI obtains a valid Form W-9 or
other similar agreed form under its FATCA requirements as a participating FFI,
registered deemed-compliant FFI, or registered deemed-compliant Model 1 IGA FFI
from the account holder, QI knows an account holder is a U.S. non-exempt recipient, or
QI must presume a person is a U.S. non-exempt recipient to the extent required under
section 5.13(C)(3) or (4) of this Agreement.

Sec. 5.10. Documentation Validity.

(A) In General. QI may not rely on documentation if QI has actual knowledge or, for a
payment other than an amount realized, reason to know that the information or
certifications contained in the documentation or account information are unreliable or
incorrect, or if there is a change in circumstances with respect to the information or
statements contained in the documentation or account information that affects the
reliability of the account holder's claim. See §§1.1441-1(e)(4)(viii), 1.1441-6(b)(1)(ii),
and 1.1441-7(b)(2) for general rules for reliance on documentation for purposes of
chapter 3, section 1446(a) (including for a claim of treaty benefits), and §1.1446(f)-4(b)
for reliance on documentation for purposes of section 1446(f). For purposes of chapter
3, also see §1.1441-7(b)(4) for general rules applicable to withholding certificates,
§1.1441-7(b)(7) for general rules applicable to documentary evidence, and §1.1441-
7(b)(8)(i) for rules regarding documentary evidence received before January 1, 2001.
See section 5.10(B) of this Agreement for limitations that apply to certain QIs for when
they are considered to have reason to know that documentation is unreliable or
incorrect for chapter 3 purposes and section 5.10(C) of this Agreement for when QI may
rely on documentation notwithstanding the preceding requirements of this section
5.10(A). See §31.3406(h)-3(e) for rules regarding when QI may rely on a Form W-9.

A change in circumstances affecting withholding information, including allocation
information or withholding rate pools contained in a withholding statement, will also
cause the documentation provided with respect to that information to no longer be

reliable. See §1.1441-1(e)(4)(ii)(D) for the definition of change in circumstances and a
withholding agent's obligation with respect to a change in circumstances for purposes of
chapter 3.

In addition to the above requirements for reliance on documentation, QI may not rely on
a permanent residence address provided by an account holder that is subject to a hold
mail instruction except as provided in section 5.10(D) of this Agreement. See §1.1441-
1(c)(38)(i) for the definition of permanent residence address and §1.1441-1(c)(38)(ii) for
the definition of a hold mail instruction. See §1.1441-7(b)(8)(ii) for the requirement that
documentary evidence received after December 31, 2001, may not be treated as valid if
a withholding agent does not have a permanent residence address for the account
holder.

If QI becomes aware of information resulting in the documentation no longer being
reliable or correct and QI has not assumed primary withholding responsibility under
chapters 3 and 4 or primary Form 1099 reporting and backup withholding responsibility,
QI agrees that it will promptly provide a withholding agent with corrected information
(e.g., corrected withholding rate pools, corrected Forms W-9, or corrected U.S. TINs)
within 30 days after QI knows or has reason to know that the documentation upon which
it has relied is unreliable or incorrect. If QI receives notification from the IRS that
documentation provided by an account holder is unreliable or incorrect (e.g., that the
U.S. TIN provided by an account holder is incorrect), QI shall follow the procedures set
forth in §31.3406(d)-5. See also QI's FATCA requirements as a participating FFI,
registered deemed-compliant FFI, or registered deemed-compliant Model 1 IGA FFI or
an NFFE's requirements as a withholding agent under sections 1471 and 1472 following
a change in circumstances

(B) Limits on Reason to Know.

(1) Direct Account Holders. If QI is a financial institution as defined in §1.1471-5(e), an
insurance company (without regard to whether such company is a specified insurance
company), or a broker or dealer in securities, QI shall be considered to have reason to
know that documentation provided by a direct account holder is unreliable or incorrect
with respect to the account holder's claim of foreign status for purposes of chapter 3 or
4 only as prescribed in §1.1441-7(b)(5) or (8), without regard, however, to §1.1441-
7(b)(5)(i) and §1.1441-7(b)(8)(ii), with respect to the conditions for when documentation
is considered to be unreliable or incorrect based on QI having a U.S. mailing address or
U.S. residence address in its account information. In place of those conditions in
§1.1441-7(b)(5)(i) and §1.1441-7(b)(8)(ii), QI is required to treat documentation as
unreliable or incorrect only if QI has a U.S. mailing address or U.S. residence address
for the account holder.

A QI that is an entity described in the first sentence of this section 5.10(B)(1) shall be
considered to have reason to know that documentation provided by a direct account
holder is unreliable or incorrect with respect to the account holder's residence for
purposes of a claim of treaty benefits for chapter 3 and 4 only as prescribed in §1.1441-

7(b)(6) and (9) (including when QI does not have a permanent residence address for an
account holder in the jurisdiction for which treaty benefits are claimed). For a direct
account holder that QI documented before January 1, 2018, however, a QI is not
required to treat an account holder's claim of treaty benefits as unreliable or incorrect
solely because QI does not have an address for the account holder in the jurisdiction for
which the treaty benefits are claimed provided that QI does not have an address for the
account holder outside of the jurisdiction for which the treaty benefits are claimed (or QI
otherwise satisfies the validity requirements for relying on the documentation for such a
case).

(2) Indirect Account Holders. QI shall be considered to have reason to know that
relevant information or statements contained in documentation provided by an indirect
account holder are unreliable or incorrect if a reasonably prudent person in the position
of a QI would question the claims made. QI shall have reason to know that
documentation provided by a nonqualified intermediary or a flow-through entity is
unreliable or incorrect if the nonqualified intermediary or flow-through entity does not
provide QI with, to the extent required, the names of the indirect account holders, their
addresses, allocation information allocating payments to each indirect account holder,
and sufficient information for QI to report payments on Forms 1042-S and 1099. In
addition, QI shall have reason to know that an indirect account holder is not entitled to a
reduced rate of withholding under an income tax treaty if the nonqualified intermediary
or flow-through entity has not provided sufficient information so that QI can verify that
the indirect account holder has provided a U.S. TIN or foreign TIN, if required, and
made the necessary statements regarding limitations on benefits provisions and
deriving the income under section 894 and the regulations thereunder. See §1.1441-
7(b)(10) and section 5.03 of this Agreement.

(3) Limitation on Benefits Provisions (Entity Account Holders). With respect to a
specific limitation on benefits provision cited by an entity for purposes of a claim of
treaty benefits (including when identified on a treaty statement under section 5.03(B) of
this Agreement), QI may rely on the provision cited absent actual knowledge that it is
unreliable or incorrect.

(C) Curative Rules for Reliance on Documentation. If under section 5.10(A) of this
Agreement QI knows, or has reason to know, that documentation provided by an
account holder is unreliable or incorrect to establish the account holder's foreign status
for purposes of chapter 3 (including on account of a change in circumstances), QI may
rely (or continue to rely) on the documentation when it obtains the additional
documentation described in §1.1441-7(b)(5) or (b)(8) (as applicable depending on
whether a Form W-8 or documentary evidence was collected from the account holder).
If under section 5.10(A) of this Agreement QI knows, or has reason to know, that
documentation provided by an account holder is unreliable or incorrect to establish the
account holder's residence for purposes of claiming benefits under an applicable
income tax treaty for purposes of chapter 3 (including on account of a change in
circumstances), QI may rely (or continue to rely) on the documentation when it obtains
the additional documentation described in §1.1441-7(b)(6) or (b)(9) (as applicable

depending on whether a Form W-8 or documentary evidence was collected from the
account holder). For a payment subject to withholding under section 1446(a), QI must
obtain a valid Form W-8 for the account holder once it knows or has reason to know that
the documentation provided is unreliable or incorrect (including on account of a change
in circumstances).

(D) Curative Documentation for Hold Mail Instruction. QI may rely on a permanent
residence address subject to a hold mail instruction as an account holder's permanent
residence address when the account holder provides the documentary evidence
described in §1.1471-3(c)(5)(i) (without regard to the requirement in §1.1471-3(c)(5)(i)
that the documentary evidence contain a permanent residence address). The
documentary evidence must support the account holder's claim of foreign status, or in
the case of an account holder claiming treaty benefits, the account holder's residence in
the country where the account holder is claiming a reduced rate of withholding under an
income tax treaty.

If, after documentation is provided, an account holder's permanent residence address is
subsequently subject to a hold mail instruction, the addition of the hold mail instruction
is a change in circumstances under section 5.10(A) of this Agreement requiring an
account holder to provide the documentary evidence described in this section 5.10(D) in
order for QI to continue to rely on the permanent residence address.

Sec. 5.11. Documentation Validity Period.

(A) Documentation Other than Form W-9. QI may rely on valid documentary
evidence obtained from account holders in accordance with applicable know-your-
customer rules as long as the documentary evidence remains valid under those rules or
until QI knows, or has reason to know, that the information contained in the
documentary evidence is incorrect. However, for purposes of a claim of treaty benefits,
QI may only rely on documentary evidence provided pursuant to §1.1441-6(c)(3) or (4)
(i.e., not provided under applicable know-your-customer rules), and statements
regarding entitlement to treaty benefits described in §1.1441-6(c)(5)(i) or section 5.03(B)
of this Agreement until their validity expires under §1.1441-1(e)(4)(ii)(A)(2). For
establishing an account holder's chapter 3 status (as defined in §1.1441-1(c)(45)) or
foreign status for chapter 61 purposes, QI may rely on a 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). The validity periods referenced in the preceding
sentence also apply for purposes of sections 1446(a) and (f).

(B) Form W-9. QI may rely on a valid Form W-9 as long as it has not been informed by
the IRS or another withholding agent that the form is unreliable or incorrect. If QI has
primary Form 1099 reporting and backup withholding responsibility, it may rely on a
Form W-9 unless one of the conditions of §31.3406(h)-3(e)(2)(i) through (v) applies.

Sec. 5.12. Maintenance and Retention of Documentation.

(A) Maintaining Documentation. QI 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 the QI has recorded receipt of the
documentation and is able to produce a hard copy). For a direct account, if QI is not
required to retain copies of documentary evidence under its know-your-customer rules,
QI 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
direct accounts opened before January 1, 2001, if QI was not required under its know-
your-customer rules to maintain originals or copies of documentation, QI may rely on its
account information if it has complied with all other aspects of its know-your-customer
rules regarding establishment of an account holder's identity, it has a record that the
documentation required under the know-your-customer rules was actually examined by
an employee of QI in accordance with the know-your-customer rules, and it has no
information in its possession that would require QI to treat the documentation as invalid.

(B) Retention Period. QI shall retain a record of the account holder's documentation
obtained under this section 5 for as long as the documentation is relevant to the
determination of QI's tax liability or reporting responsibilities under sections 871, 881,
1461, 1474(a), and 3406.

Sec. 5.13. Application of Presumption Rules.

(A) In General. QI shall apply the presumption rules of section 5.13(C) of this
Agreement if QI cannot reliably associate a payment with valid documentation from an
account holder. The presumption rules cannot be used to grant a reduced rate of
withholding. For example, the portfolio interest exception of sections 871(h) and 881(c)
shall not apply to a person that is presumed to be foreign. Further, QI must apply the
presumption rules when required and may not rely on its actual knowledge regarding an
account holder's chapter 4 status or status as a U.S. or foreign person to apply a
reduced rate of withholding. Failure to follow the presumption rules may result in liability
for underwithholding, penalties, and interest. Notwithstanding the preceding sentences,
QI must rely on its actual knowledge regarding an account holder rather than what is
presumed if, based on such knowledge, it should withhold an amount greater than the
withholding rate under the presumption rules or it should report on Form 1042-S or
Form 1099 an amount that would otherwise not be reported.

(B) Reliably Associating a Payment with Documentation. Generally, QI can reliably
associate a payment with documentation if, for that payment, it holds valid
documentation from the account holder; it can reliably determine how much of the
payment relates to the valid documentation provided by such account holder; and it has
no actual knowledge or reason to know that any of the information, certifications, or
statements in or associated with the documentation are incorrect. See §1.1441-
1(b)(2)(vii) or, for a withholdable payment, §1.1471-3(c) for rules regarding when a

payment can be reliably associated with documentation. See also §1.1471-
3(e)(4)(vi)(B) for when a QI that is an FFI may rely on documentation and information
permitted in an applicable IGA to document an account holder's chapter 4 status. For
documentation reliance rules for purposes of sections 1446(a) and (f), see §§1.1446-
1(c)(2)(iii) and 1.1446(f)-4(b). Sections 5.13(B)(1) through (7) of this Agreement
describe when a payment is reliably associated with documentation if the payment is
made to an account holder that is an intermediary or flow-through entity (other than a
nonparticipating FFI that is not acting on behalf of exempt beneficial owners or that is
paid an amount realized).

(1) Reliably Associating a Payment with Documentation Provided by a
Nonqualified Intermediary or Flow-Through Entity. Generally, QI can reliably
associate a payment with documentation provided by a nonqualified intermediary or
flow-through entity if it can reliably associate the payment with a valid Form W-8IMY
provided by the nonqualified intermediary or flow-through entity, and it can determine
the portion of the payment that relates to valid documentation associated with the Form
W-8IMY for an account holder or interest holder of the nonqualified intermediary or flow-
through entity that is not itself a nonqualified intermediary or flow-through entity; and the
nonqualified intermediary or flow-through entity provides sufficient information for QI to
report the payments on Form 1042-S, Form 1099, or Form 8966 if reporting is required.

If the payment is a withholdable payment, the Form W-8IMY must provide the
nonqualified intermediary's or flow-through entity's chapter 4 status to the extent
required for chapter 4 purposes. In lieu of the nonqualified intermediary or flow-through
entity providing documentation for an account holder that is subject to chapter 4
withholding, QI can reliably associate a withholdable payment with valid documentation
associated with the Form W-8IMY from the nonqualified intermediary or flow-through
entity if it can determine the portion of the payment allocable to a chapter 4 withholding
rate pool (to the extent permissible under §1.1471-3(c)(3)(iii)(B)).

If the payment is a reportable amount, QI can reliably associate such payment with
documentation provided by a nonqualified intermediary or a flow-through entity that is a
participating FFI or registered deemed-compliant FFI if, in lieu of providing
documentation for its account holders that are U.S. persons, such nonqualified
intermediary or flow-through entity allocates the payment to a chapter 4 withholding rate
pool of U.S. payees and also certifies on a valid Form W-8IMY that it meets the
requirements of §1.6049-4(c)(4)(iii) with respect to any account holder of an account it
maintains within the meaning of §1.1471-5(d)(5) (i.e., a direct account holder) that
receives a payment included in this pool or allocates a payment that is a withholdable
payment to a chapter 4 withholding rate pool of recalcitrant account holders.

Notwithstanding the preceding sentences in this section 5.13(B)(1), to the extent a
payment is not subject to reporting on Form 1042-S, Form 1099, or Form 8966, QI can
reliably associate the payment with documentation if it can determine the portion of the
payment that is allocable to a group of account holders for whom QI holds valid
documentation (other than nonqualified intermediaries or flow-through entities) for

whom withholding and reporting is not required. For example, QI can treat a payment of
short term OID allocable to a group of documented foreign account holders as reliably
associated with valid documentation. Further, if the documentation attached to a
nonqualified intermediary's or flow-through entity's Form W-8IMY is documentation from
another nonqualified intermediary or flow-through entity, then QI must apply the rules of
this paragraph to that other nonqualified intermediary or flow-through entity.

With respect to a payment of an amount realized from the sale of a PTP interest, QI can
reliably associate the payment with documentation when QI can reliably associate the
payment with a valid Form W-8IMY provided by a flow-through entity except for a trust
that is a simple trust (for which a valid Form W-8BEN-E may instead be provided).
Additionally, QI can reliably associate the payment with documentation to permit a
modified amount realized paid to a foreign partnership to the extent that QI can reliably
associate the payment with a valid Form W-8IMY provided by the partnership that
includes the certification for a modified amount realized and the partnership provides
valid documentation for each partner allocated an amount of gain (if any) arising from
the sale. For a payment of an amount realized made to a grantor trust, QI can reliably
associate the payment with documentation when it can reliably associate the payment
with a valid Form W-8IMY from the trust indicating its status as a foreign grantor trust
(or similar document from a U.S. trust) and can determine the percentage of the amount
realized that is associated with valid documentation provided by each grantor or owner
of the trust.

With respect to QI's payment of an amount realized from the sale of a PTP interest
made to a nonqualified intermediary, QI cannot reliably associate the payment with
documentation regardless of whether a valid Form W-8IMY is provided by the
nonqualified intermediary together with valid documentation for its account holders that
QI can associate with the payment. See section 8.02(N) of this Agreement, however,
for when a QI may rely on account holder documentation provided by a nonqualified
intermediary for purposes of reporting under section 8 of this Agreement.

With respect to a PTP distribution QI pays to a nonqualified intermediary, QI can reliably
associate the distribution with documentation when QI can reliably associate the
payment with a valid Form W-8IMY provided by the nonqualified intermediary (including
its chapter 4 status for an amount of a distribution attributable to a withholdable
payment) and can determine the portion of each amount subject to withholding on the
distribution (as determined under section 3.01(C)(2) of this Agreement) that is
associated with valid documentation for each partner or beneficial owner with respect to
the distribution that is an account holder of the nonqualified intermediary (as applicable,
depending on the amount subject to withholding on the distribution and taking into
account the preceding paragraph of this section 5.13(B)(1) for an amount realized on
the distribution).

With respect to a PTP distribution QI pays to a flow-through entity, QI can reliably
associate the distribution with documentation to the extent it reliably associates with
documentation each amount subject to withholding on the distribution as follows—

(i) For an amount subject to withholding under section 1446(a), QI can determine the
portion of the amount associated with—

(a) A valid Form W-8IMY from a partnership and, for a partnership other than
a PTP, when QI can determine the amount associated with valid
documentation provided by each of the partners of the partnership;

(b) A valid Form W-8BEN-E or Form W-8IMY from a simple trust; or

(c) A valid Form W-8IMY from a trust that identifies itself as a foreign grantor
trust (or similar document from a U.S. grantor trust), when QI can associate
the portion of the amount with valid documentation provided by each grantor
or owner of the trust.

(ii) For an amount subject to withholding under chapter 3 or 4 that QI can determine
is reliably associated with a valid Form W-8IMY provided by the flow-through entity
(which includes the entity's chapter 4 status with respect to an amount of a
distribution attributable to a withholdable payment) and the portion of the amount
associated with valid documentation provided by each interest holder in the flow-
through entity other than an intermediary or flow-through entity.

(iii) For an amount realized that QI can determine is reliably associated with valid
documentation provided by the flow-through entity and the portion of the amount
associated with an interest holder in the entity to the extent specified in this section
5.13(B)(1) for an amount realized paid to a flow-through entity.

(2) Reliably Associating a Payment with a Withholding Certificate Provided by
Another QI that Does not Assume Primary Chapters 3 and 4 Withholding or
Primary Form 1099 Reporting and Backup Withholding Responsibility. Generally,
QI can reliably associate a payment with documentation provided by another QI that
does not assume either primary chapters 3 and 4 withholding responsibility or primary
Form 1099 reporting and backup withholding responsibility if it can reliably associate the
payment with a valid Form W-8IMY and, if the form is associated with a withholdable
payment, it includes the QI's chapter 4 status to the extent required for chapter 4
purposes. Additionally, the Form W-8IMY must be associated with a withholding
statement that allocates the withholdable payment among the chapter 4 withholding rate
pools (to the extent permissible under §1.1471-3(c)(3)(iii)(B)), and with respect to a
payment of an amount subject to chapter 3 withholding that is either not a withholdable
payment or a withholdable payment for which no chapter 4 withholding is required, that
allocates such payment among chapter 3 withholding rate pools for foreign account
holders as described in section 6.03(C) of this Agreement.

If the payment is a reportable amount, QI can reliably associate the payment with
documentation provided by another QI if the withholding statement allocates the
payment to withholding rate pools attributable to U.S. non-exempt recipients and the
documentation includes a valid Form W-9 for each U.S. non-exempt recipient account

holder for which the other QI is required to report on Form 1099 and, if required, backup
withhold. QI can also reliably associate a reportable amount with valid documentation
provided by another QI that is a participating FFI or registered deemed-compliant FFI if,
in lieu of providing documentation for each U.S. non-exempt recipient account holder,
the QI allocates the payment to a chapter 4 withholding rate pool of U.S. payees and
provides the applicable certification(s) on a valid Form W-8IMY for allocating the
payment to this pool or allocates a payment that is a withholdable payment to a chapter
4 withholding rate pool of recalcitrant account holders. Notwithstanding the preceding
sentences in this section 5.13(B)(2), the presumption rules shall not apply if a payment
cannot be allocated to each U.S. non-exempt recipient account holder or to a chapter 4
withholding rate pool of U.S. payees to the extent the alternative procedures of section
6.03(D) of this Agreement apply.

(3) Reliably Associating a Payment with Documentation Provided by a QI that
Assumes Primary Chapters 3 and 4 Withholding Responsibility and Does not
Assume Primary Form 1099 Reporting and Backup Withholding Responsibility.
Generally, QI can reliably associate a payment with valid documentation provided by
another QI that assumes primary chapters 3 and 4 withholding responsibility, but not
primary Form 1099 reporting and backup withholding responsibility, if it can associate
the payment with a valid Form W-8IMY from the QI and, if the form is associated with a
withholdable payment, it includes the QI's chapter 4 status to the extent required for
chapter 4 purposes. Additionally, the Form W-8IMY must be associated with a
withholding statement that allocates a payment that is a withholdable payment or an
amount subject to chapter 3 withholding that is not a withholdable payment among a
single withholding rate pool for all account holders with respect to which the QI assumes
primary chapters 3 and 4 withholding responsibility.

If the payment is a reportable amount, QI can reliably associate the payment with
documentation provided by another QI if the withholding statement allocates the
payment to withholding rate pools attributable to each U.S. non-exempt recipient, as
described in section 6.03(D), and the documentation includes a valid Form W-9 for each
U.S. non-exempt recipient account holder for which the other QI is required to report on
Form 1099 and, if required, backup withhold. QI can also reliably associate such
payment with valid documentation provided by another QI that is a participating FFI or
registered deemed-compliant FFI if, in lieu of providing documentation for each U.S.
non-exempt recipient account holder, the QI allocates the payment made to the U.S.
non-exempt recipient to a chapter 4 withholding rate pool of U.S. payees and provides
the applicable certifications on a valid Form W-8IMY for allocating the payment to this
pool or allocates a payment that is a withholdable payment to a chapter 4 withholding
rate pool of recalcitrant account holders. Notwithstanding the preceding sentences in
this section 5.13(B)(3), the presumption rules shall not apply if a payment cannot be
allocated to each U.S. non-exempt recipient account holder or to a chapter 4
withholding rate pool of U.S. payees to the extent the alternative procedures of section
6.03(D) of this Agreement apply.

(4) Reliably Associating a Payment with Documentation Provided by a QI that
Assumes Primary Form 1099 Reporting and Backup Withholding Responsibility.
Generally, QI can reliably associate a payment with valid documentation provided by
another QI that assumes primary Form 1099 reporting and backup withholding
responsibility, but not primary chapters 3 and 4 withholding responsibility, to the extent it
can associate the payment with a valid Form W-8IMY from the QI that, if the payment is
a withholdable payment, includes the QI's chapter 4 status to the extent required for
chapter 4 purposes. Additionally, the Form W-8IMY must be associated with a
withholding statement that allocates a payment that is a withholdable payment among
chapter 4 withholding rate pools (other than a pool of U.S. payees and to the extent
permissible under §1.1471-3(c)(3)(iii)(B)) and, with respect to a payment that is an
amount subject to chapter 3 withholding but is either not a withholdable payment or a
withholdable payment for which no chapter 4 withholding is required, allocates the
payment among chapter 3 withholding rate pools for foreign account holders as
described in section 6.03(C) of this Agreement, and identifies the portion of the payment
for which QI assumes primary Form 1099 reporting and backup withholding
responsibility.

(5) Reliably Associating a Payment with Documentation Provided by a QI that
Assumes Both Primary Chapters 3 and 4 Withholding Responsibility and Primary
Form 1099 Reporting and Backup Withholding Responsibility. Generally, QI can
reliably associate a payment with valid documentation provided by another QI that
assumes both primary chapters 3 and 4 withholding responsibility and primary Form
1099 reporting and backup withholding responsibility if QI can associate the payment
with a valid Form W-8IMY from the QI that, if the payment is a withholdable payment,
includes the QI's chapter 4 status. Additionally, the Form W-8IMY must also designate
the accounts for which the other QI is acting as a QI and is assuming primary chapters
3 and 4 withholding and primary Form 1099 reporting and backup withholding
responsibility. If the other QI is acting as a QDD, the Form W-8IMY (or withholding
statement) must also designate those accounts (1) for which the QDD is receiving
payments with respect to potential section 871(m) transactions or underlying securities
as a QDD, (2) for which the QDD is receiving payments with respect to potential section
871(m) transactions (and that are not also underlying securities) for which withholding is
not required, and (3) for which the QDD is receiving payments with respect to
underlying securities for which withholding is required. The QDD's Form W-8IMY must
also (1) for calendar years 2023 and 2024, identify the dividends that are received by
the QDD that year in its equity derivatives dealer capacity (which may be done by
designating one or more accounts, if the only dividends that can be received by those
accounts are in the QDD's equity derivatives dealer capacity) and (2) if the QDD is a
partnership or branch of a partnership, provide valid documentation or withholding rate
pool information with respect to the QDD's partners to the extent required under section
5.07(E) of this Agreement. If the other QI is acting as a QDD, the Form W-8IMY (or
withholding statement) must also identify the home office or branch acting as a QDD
that is receiving the payment. If the QI receiving a payment assumes both primary
chapters 3 and 4 withholding responsibility and primary Form 1099 reporting and
backup withholding responsibility for substitute interest payments as described in

section 3.03(A), the Form W-8IMY must indicate that the QI is assuming primary
withholding responsibility for all such payments.

(6) Reliably Associating a Payment with Documentation Provided by a QI that
Assumes Primary Withholding Responsibility for a PTP Distribution or Amount
Realized from the Sale of a PTP Interest. QI can reliably associate with
documentation a payment of a PTP distribution or amount realized from the sale of a
PTP interest made to another QI that assumes withholding responsibility for the
payment when QI can reliably associate the payment with a valid Form W-8IMY
provided by the QI that indicates that the QI assumes primary responsibility for the
amount realized or PTP distribution.

(7) Reliably Associating a Payment with Documentation Provided by a QI that
Does not Assume Primary Withholding Responsibility for a PTP Distribution or
Amount Realized from the Sale of a PTP Interest. QI can reliably associate with
documentation a payment of an amount realized from the sale of a PTP interest made
to a QI that does not assume primary withholding responsibility for the payment when
QI reliably associates the payment with a valid Form W-8IMY provided by the other QI
and can determine the portion of the payment associated with a valid Form W-9 for a
U.S. partner (or a chapter 4 withholding rate pool of U.S. payees when permitted under
chapter 4) and, with respect to other partners, either withholding rate pools, as
described in section 6.03(C) of this Agreement or, for a disclosing QI, when QI can
determine the portion of the payment that is associated with valid documentation for
each of the account holders of the disclosing QI not includible in a chapter 4 withholding
rate pool of U.S. payees under chapter 4.

QI can reliably associate with documentation a payment of a PTP distribution made to
another QI that does not assume primary withholding responsibility for the payment
when QI can reliably associate the payment with a valid Form W-8IMY provided by the
QI and can determine the portion of the distribution associated with withholding rate
pools, as described in section 6.03(C) of this Agreement, or a valid Form W-9 for a U.S.
partner, or, for a disclosing QI, when QI can determine the portion of each amount
subject to withholding on the distribution that is associated with valid documentation for
each of the account holders of the disclosing QI as described in section 5.07(D) of this
Agreement.

(C) Presumption Rules. With respect to a withholdable payment made to a foreign
entity, if QI is an NFFE, it must follow the presumption rules of §1.1471-3(f) when it
cannot reliably associate a withholdable payment with valid documentation.

With respect to a payment that is an amount subject to chapter 3 withholding that is
either not a withholdable payment or a withholdable payment for which no chapter 4
withholding is required, the presumption rules are the rules under §1.1441-1(b)(3) that a
withholding agent must follow to determine the status of a beneficial owner (i.e., as a
U.S. person or foreign person and as an individual or entity (and the entity's
classification)) when it cannot reliably associate a payment with valid documentation.

With respect to a reportable payment (including a withholdable payment made to an
entity) that is not an amount subject to chapter 3 withholding, the presumption rules are
the rules of §1.6049-5(d) that a payor must follow to determine the status of a payee
(e.g., as a non-exempt recipient) when it cannot reliably associate a payment with valid
documentation. The presumption rules are as follows:

(1) Certain Withholdable Payments Made with Respect to an Offshore Obligation.
A withholdable payment paid outside of the United States as defined under §1.6049-
5(e) with respect to an offshore obligation (as defined in §1.1471-1(b)(88)) that is made
to an entity is presumed made to a nonparticipating FFI for purposes of chapter 4. A
withholdable payment that is not an amount subject to chapter 3 withholding, that is paid
outside the U.S. with respect to an offshore obligation, and that is treated as made to a
payee that is an individual is presumed made to a U.S. person when the payee has any
of the indicia of U.S. status that are described in §1.1441-7(b)(5). If QI is a participating
FFI or registered deemed-compliant FFI (other than a reporting Model 1 FFI), see the
rules under its FATCA requirements as a participating FFI or registered deemed-
compliant FFI for classifying account holders as recalcitrant account holders. If QI is an
FFI, see also section 8.06 of this Agreement for whether QI is required to report such
payments on Form 1099.

(2) Amounts Subject to Withholding under Chapter 3 that are Paid with Respect to
an Offshore Obligation. An amount that is subject to chapter 3 withholding that is not
a withholdable payment is presumed made to an undocumented foreign account holder
if the payment is made outside of the United States with respect to an offshore
obligation. If QI is an NFFE or an FFI that is not required to withhold on recalcitrant
account holders pursuant to the terms of an applicable Model 1 or Model 2 IGA, an
amount subject to chapter 3 withholding that is a withholdable payment and that is
treated as made to a payee that is an individual is also presumed made to an
undocumented foreign account holder if the payment is made outside of the United
States with respect to an offshore obligation. QI must treat an amount described in this
section 5.13(C)(2) as subject to withholding under chapter 3 at a rate of 30 percent on
the gross amount of the payment and must report the payment as made to an unknown
recipient on Form 1042-S.

(3) Payments on Certain Short-Term Obligations and Bank Deposit Interest. An
amount of U.S. source original issue discount on the redemption of a short-term
obligation or U.S. source bank deposit interest not subject to chapter 4 withholding is
presumed made to an undocumented U.S. non-exempt recipient account holder
regardless of whether paid to an individual or entity. QI must report an amount
described in this section 5.13(C)(3) on Form 1099. QI must backup withhold and report
such amounts on Form 1099 unless it provides sufficient information to another payor
from which it receives such amounts to backup withhold and report the payments and
QI does not know that the other payor has failed to backup withhold or report.

(4) Foreign Source Income, Broker Proceeds, and Certain Other Amounts Made
with Respect to an Offshore Obligation. A payment of an amount that is not a
withholdable payment and is not an amount subject to chapter 3 withholding (other than
payments of short-term OID and bank deposit interest described in section 5.13(C) of
this Agreement) that is paid outside the United States with respect to an offshore
obligation and that is made to a payee that is an individual is presumed made to a U.S.
non-exempt recipient when the payee has any of the indicia of U.S. status that are
described in section 5.10(B) of this Agreement. If the payment is made to a payee that
is an entity, QI must apply the principles of §1.1441-1(b)(3)(ii), §1.1441-5(d)(2), or
§1.1441-5(e)(6) (as applicable) without regard to §1.1441-1(b)(3)(ii)(D) for purposes of
this paragraph 5.13(C)(4). For a payment of gross proceeds for which QI is a broker
under §1.6045-1, similar rules apply to a payment made with respect to a sale that is
effected at an office outside the United States under §1.6045-1(g)(1)(ii). QI must report
an amount described in this section 5.13(C)(3) as paid to a presumed U.S. non-exempt
recipient on Form 1099 to the extent required under section 8.06 of this Agreement.
Backup withholding shall not be required, however, if the exception provided in
§31.3406(g)-1(e) applies.

(5) Other Payments. For any payment not covered in sections 5.13(C)(1), (2), (3), or
(4) of this Agreement, see the presumption rules provided in §1.1441-1(b)(3) or
§1.6049-5(d)(2) (as applicable). In the case of a payment of an amount realized, an
account holder that is the partner or a broker receiving the payment shall be presumed
a foreign person for which a reduced rate of withholding under section 1446(f) shall not
apply. See, however, §1.1446(f)-4(b)(4) in the case of an amount realized for which
withholding under section 3406 is required. In the case of an amount subject to
withholding under section 1446(a) on a PTP distribution, an account holder that is a
partner in the PTP receiving the distribution shall be presumed a foreign person, with
the rate of withholding based on the status of the partner (as an individual or
corporation) as determined under §1.1446-1(c)(3), or as otherwise determined under
§1.1446-4(d)(1)(iii) (when applicable).

# SECTION 6. QUALIFIED INTERMEDIARY WITHHOLDING CERTIFICATE AND

DISCLOSURE OF ACCOUNT HOLDERS TO WITHHOLDING AGENT

Sec. 6.01. Qualified Intermediary Withholding Certificate. QI agrees to furnish a
qualified intermediary withholding certificate to each withholding agent from which it
receives a reportable amount as a QI or to each withholding agent or broker from which
QI receives a PTP distribution or amount realized from the sale of a PTP interest
(including when QI acts as a disclosing QI for the distribution or amount realized). The
qualified intermediary withholding certificate is a Form W-8IMY (or acceptable substitute
form) that certifies that QI is acting as a QI, contains QI's QI-EIN, and provides all other
information required by the form. If QI receives a withholdable payment (including on a
PTP distribution), QI must certify to its chapter 4 status and provide its GIIN (if
applicable). QI must also certify its chapter 4 status as a participating FFI or registered
deemed-compliant FFI when QI provides a Form W-8IMY that certifies that it meets the
requirements of §1.6049-4(c)(4)(iii) with respect to any account holder of an account it

maintains that is included in a chapter 4 withholding rate pool of U.S. payees on QI's
withholding statement for a payment subject to withholding under chapter 3 or 4 or an
amount realized from the sale of a PTP interest.

If QI is acting as a QSL for a substitute dividend payment, QI must also certify that it is
acting as a qualified securities lender and provide all other information required by Form
W-8IMY.

If QI is acting as a QDD for payments with respect to potential section 871(m)
transactions or underlying securities, it must certify that it is acting as a QDD for those
payments and assumes primary chapters 3 and 4 withholding responsibility and primary
Form 1099 reporting and backup withholding responsibility for any payments with
respect to potential section 871(m) transactions that it makes as required by this
Agreement, and it must provide all other information required by Form W-8IMY with
respect to the certification.

If QI is acting with respect to payments of substitute interest as described in section
3.03(A) of this Agreement, it must certify that it is assuming primary chapters 3 and 4
withholding responsibility and primary Form 1099 reporting and backup withholding
responsibility for all such payments, in addition to the other certifications it makes and
information it provides as a QI as required by this Agreement.

Except as otherwise provided in section 6.02 of this Agreement, QI also agrees to
furnish each withholding agent to whom it provides a Form W-8IMY with the withholding
statement described in section 6.02 of this Agreement. QI is not required to disclose, as
part of its Form W-8IMY or its withholding statement, any information regarding the
identity of a direct or indirect account holder that is a foreign person or a U.S. exempt
recipient or a holder of a U.S. account except when acting as a disclosing QI. To the
extent QI does not assume primary Form 1099 reporting and backup withholding
responsibility under section 3.04 of this Agreement or is not excepted from reporting
under section 8.06 of this Agreement, for each U.S. non-exempt recipient account
holder on whose behalf QI receives a reportable amount, QI must provide to a
withholding agent the Form W-9, or if any such account holder has not provided a Form
W-9, the name, address, and U.S. TIN (if available).

Sec. 6.02. Withholding Statement.

(A) In General. QI agrees to provide to each withholding agent from which QI receives
reportable amounts as a QI a withholding statement described in this section 6.02 and
§1.1441-1(e)(3)(iv). A withholding statement shall not be provided to a withholding
agent if QI assumes both primary chapters 3 and 4 withholding responsibility and
primary Form 1099 reporting and backup withholding responsibility for all of its accounts
for which QI receives reportable amounts as a QI, unless QI is acting as a QDD. The
withholding statement forms an integral part of the Form W-8IMY. The withholding
statement shall be updated as often as necessary for the withholding agent to meet its
reporting and withholding obligations under chapters 3, 4, and 61 and section 3406. For

a payment received by QI of a PTP distribution or an amount realized from the sale of a
PTP interest, QI agrees to provide a withholding statement described in this section
6.02 unless QI assumes primary withholding responsibility for the payment.

(B) Content of Withholding Statement. The withholding statement must contain
sufficient information for a withholding agent to apply the correct rate of withholding on
payments allocable to the accounts identified on the statement and to properly report
such payments on Forms 1042-S and Forms 1099, as applicable. The withholding
statement must—

(1) Designate those accounts for which QI acts as a QI;

(2) Designate those accounts for which QI assumes primary chapters 3 and 4
withholding responsibility or primary Form 1099 reporting and backup withholding
responsibility (including accounts for which QI is acting with respect to payments of U.S.
source substitute interest (as described in section 3.03(A) of this Agreement));

(3) If QI is acting as a QDD, designate the accounts (1) for which the QDD is receiving
payments with respect to potential section 871(m) transactions or underlying securities
as a QDD, (2) for which the QDD is receiving payments with respect to potential section
871(m) transactions (and that are not underlying securities) for which withholding is not
required, and (3) for which QDD is receiving payments with respect to underlying
securities for which withholding is required, and, if applicable, identifying the home office
or branch that is treated as the owner for U.S. income tax purposes. In addition, for
calendar years 2023 and 2024, the withholding statement must identify the dividends
that it receives in its equity derivatives dealer capacity (which may be done by
designating one or more accounts, if the only dividends that can be received by those
accounts are in the QDD's equity derivatives dealer capacity). Also, for a QDD that is a
partnership or a branch of a partnership, the withholding statement must, for a payment
of an amount under section 3.09 of this Agreement (as modified for a QDD that is a
partnership or branch of a partnership), include withholding rate pool information to the
exent permitted in section 6.03 of this Agreement for an account holder, or specific
partner information, with respect to its partners receiving the amount (looking through
partners that are foreign flow-through entities). The requirement to include the partner
information specified in the preceding sentence does not apply to a payment described
in sections 3.03(A)(1)-(3) of this Agreement.

(4) If applicable, designate the accounts for which QI is acting as a QSL with respect to
any U.S. source substitute dividend payments received from the withholding agent;

(5) Designate those accounts for which QI assumes primary withholding responsibility
for a payment of a PTP distribution or an amount realized from the sale of a PTP
interest; and

(6) Provide information regarding withholding rate pools, as described in section 6.03 of
this Agreement, when necessary, except that section 6.03(C) of this Agreement shall

not apply when QI acts as a disclosing QI for a payment (including for an amount
subject to chapter 3 or 4 withholding on a PTP distribution), and references to a chapter
4 withholding rate pool of U.S. payees in section 6.03(B) of this Agreement shall not
apply to an amount subject to withholding under section 1446(a) on a PTP distribution.
See also section 2.91(E) of this Agreement for a disclosing QI's requirement to provide
specific payee information on a withholding statement for a PTP distribution or amount
realized from the sale of a PTP interest.

Sec. 6.03. Chapters 3 and 4 Withholding Rate Pools.

(A) In General. QI shall provide as part of its withholding statement withholding rate
pool information in a manner sufficient for the withholding agent to meet its chapters 3
and 4 and backup withholding responsibilities and its Form 1042-S and Form 1099
reporting responsibilities. QI's requirement for its withholding statement described in
the preceding sentence also applies to a withholding statement QI provides to the
withholding agent or broker for a payment of a PTP distribution or amount realized from
the sale of a PTP interest. Additionally, for a PTP distribution, the withholding rate pool
information provided by QI on its withholding statement must take into account each
amount subject to withholding on the distribution as determined by the withholding
agent that pays the distribution to QI.

(B) Chapter 4 Withholding Rate Pools. If QI receives a withholdable payment on
behalf of its account holders, QI may allocate the payment to a chapter 4 withholding
rate pool. A chapter 4 withholding rate pool is a payment of a single type of income
(e.g., interest or dividends) that is allocated to payees that are nonparticipating FFIs. If
QI is a participating FFI or registered deemed-compliant FFI (other than reporting Model
1 FFI), it may also allocate a withholdable payment to a chapter 4 withholding rate pool
of recalcitrant account holders (if applicable). If QI is a participating FFI or registered
deemed-compliant FFI receiving a reportable amount that is excepted from reporting
under section 8.06(A) of this Agreement (excluding sections 8.06(A)(2) and (A)(3) of this
Agreement when the payment is subject to chapter 4 withholding and section 8.06(A)(4)
of this Agreement), QI may allocate the payment to a chapter 4 withholding rate pool of
U.S. payees. See section 6.03(D) of this Agreement for the alternative procedures that
may be used in this case. Except as otherwise provided in this section 6.03(B), if QI
receives a withholdable payment, QI must provide the information required under
§1.1471-3(c)(3)(iii)(B)(2).

Further, if QI elects under its FATCA requirements as a participating FFI or registered
deemed-compliant FFI to backup withhold instead of withholding under chapter 4 with
respect to certain recalcitrant account holders, QI's withholding statement must indicate
the portion of such payment subject to backup withholding under section 3406 that is
allocated to such account holders and must provide all other information relating to such
account holders that is required under chapter 61 for the withholding agent to report
with respect to the payment.

If QI has an account holder that is another intermediary (whether a QI, NQI, or PAI) or a
flow-through entity, QI may combine the account holder information provided by the
intermediary or flow-through entity with QI's direct account holder information to
determine the amounts allocable to each of QI's chapter 4 withholding rate pools
described in this section 6.03(B). If QI is an NFFE that has an account holder that is
another intermediary or flow-through entity that is a participating FFI or registered
deemed-compliant FFI, QI may provide the account holder's chapter 4 withholding rate
pools of recalcitrant account holders and U.S. payees to the extent applicable.

(C) Chapter 3 Withholding Rate Pools. With respect to any portion of the payment
that is attributable to payees for which no chapter 4 withholding is required, a chapter 3
withholding rate 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 subject to a single rate
of withholding (e.g., 0%, 10%, 15%, 30%, or 37%) and a single chapter 4 exemption
code. QI shall determine chapter 3 withholding rate pools based on valid
documentation obtained under section 5 of this Agreement or, if a payment cannot be
reliably associated with valid documentation, on the presumption rules of section
5.13(C) of this Agreement. If QI has an account holder that is another intermediary
(whether a QI, NQI, or PAI) or a flow-through entity (other than a nonparticipating FFI
that is not acting on behalf of any exempt beneficial owners), QI may combine the
account holder information provided by the intermediary or flow-through entity with QI's
direct account holder information to determine the amounts allocable to each of QI's
chapter 3 withholding rate pools with respect to the portion of the payment allocable to
an account holder to which chapter 4 withholding does not apply. For a payment of an
amount realized, however, QI may combine its account holder information with the
account holder information provided by an intermediary only if the intermediary is a QI
other than a disclosing QI.

(D) U.S. Non-Exempt Recipients Subject to Backup Withholding or Form 1099
Reporting and Alternative Procedures for Allocating Payments on Withholding
Statements. To the extent QI does not assume primary Form 1099 reporting and
backup withholding responsibility and is not excepted from reporting on Form 1099
under section 8.04 of this Agreement, QI's withholding statement must establish a
separate withholding rate pool for each U.S. non-exempt recipient account holder that
QI is required to report on Form 1099 and has disclosed to the withholding agent. QI
may, by mutual agreement with the withholding agent, establish a single withholding
rate pool (not subject to backup withholding) for all U.S. non-exempt recipient account
holders for whom QI is required to report on Form 1099 and has provided Forms W-9
before the withholding agent paying any reportable amounts or, if applicable,
designated broker proceeds to which backup withholding does not apply. QI must
establish a separate withholding rate pool for all U.S. non-exempt recipient account
holders subject to backup withholding before the withholding agent paying any
reportable amounts or, if applicable, designated broker proceeds.

Alternatively, QI may include U.S. non-exempt recipients in a zero-rate withholding pool
that includes U.S. exempt recipients and foreign persons for which no withholding is

required under chapters 3 and 4 and section 3406 and may include payments allocated
to a chapter 4 withholding rate pool of U.S. payees in this pool to the extent permitted to
be provided by QI under section 6.03(B) of this Agreement. If QI chooses the
alternative procedure of this paragraph, QI must provide sufficient information to the
withholding agent no later than January 15 of the year following the year in which the
reportable amounts and designated broker proceeds, if applicable, are paid in order to
allocate to each U.S. non-exempt recipient account holder or to a chapter 4 withholding
rate pool of U.S. payees (when applicable). Failure to provide such information will
result in the application of penalties to QI under sections 6721 and 6722 and shall
constitute an event of default under section 11.06 of this Agreement.

# SECTION 7. TAX RETURN OBLIGATIONS

Sec. 7.01. Form 1042 (or Other Tax Return) Filing Requirement.

(A) In General. QI shall file a return on Form 1042, whether or not QI withheld any
amounts under chapter 3 or 4, on or before March 15 of the year following any calendar
year in which QI acts as a QI and makes a payment of an amount subject to chapter 3
or 4 withholding. A separate Form 1042 must be filed by each legal entity that is a QI
covered by this Agreement in accordance with the instructions to Form 1042 (including
to the extent of any requirement to reconcile amounts reported on Form 1042 with
amounts reported on Forms 1042-S). Form 1042 shall be filed at the address indicated
on the form, at the address at which the IRS notifies QI to file the return, or in
accordance with the instructions to file Form 1042 electronically. In addition to the
information specifically requested on Form 1042 and the accompanying instructions, if
QI made any overwithholding or underwithholding adjustments under §§1.1461-2 and
1.1474-2 and sections 9.02 and 9.05 of this Agreement, QI must attach a statement
setting forth the amounts of any overwithholding or underwithholding adjustments and
an explanation of the circumstances that resulted in the overwithholding or
underwithholding.

(B) Extensions for Filing Returns. QI 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.

(C) QDD Tax Liability Requirements for QDDs. In addition to its requirements under
section 7.01(A) of this Agreement, a QI that is acting as a QDD also must report its
QDD tax liability on the appropriate U.S. tax return (in the manner prescribed by the
IRS), including separately identifying each part of the QDD tax liability described in
section 3.09(A) through (C) of this Agreement separately for the home office and each
branch that is acting as a QDD (if applicable), and in the case of a QDD that is a
partnership or branch of a partnership, taking into account the modifications in section
3.09 and separately stating the withholding associated with any of the QDD tax liability
amounts). For QDDs that are foreign corporations or branches of foreign corporations,
the appropriate U.S. tax return is a Form 1120-F, including all required Schedules Q.

For QDDs that are partnerships or branches of partnerships, the appropriate U.S. tax
return is a Form 1065, including all required attachments and schedules, and to the
extent any amount is subject to withholding with respect to a foreign partner of the QDD,
Forms 1042 and 1042-S. In addition, if the QDD is a partnership or a branch of a
partnership, the partnership must attach a statement to its Form 1065 for each QDD
and, if the QDD has a fiscal year rather than a calendar year, a separate statement for
each QDD for each portion of the fiscal year that falls within the calendar year that
includes the information that would have been included on the Form 1120-F Schedule
Q, in the manner specified in the instructions to the Form 1065. A QDD must also
report any other information required by the appropriate return with respect to its QDD
tax liability (including any part thereof). In each case, the form will be filed by the QI on
behalf of its QDD(s) and the Form 1120-F or Form 1065, as applicable, must be filed
whether or not the QI would be required to file the form if it were not a QDD. U.S
financial institutions with a foreign branch that acts as a QDD must file the appropriate
U.S. income tax return (e.g., Form 1120, U.S. Corporation Income Tax Return) for the
tax year covered by this Agreement to report and pay its tax liability under chapter 1 and
will not have a separate QDD tax liability. Similarly, any United States person that is an
individual or a corporation and a direct or indirect partner of a QI partnership that is or
has a QDD must report and pay its tax liability under chapter 1 and would not have a
separate QDD tax liability for the amounts from the QDD.

A QDD must also maintain, and make available to the IRS upon request, a
reconciliation schedule that tracks across calendar years the section 871(m) amount for
each dividend with respect to each underlying security referenced by a potential section
871(m) transaction separately for the home office and each branch that is a QDD (if
applicable). The reconciliation schedule must separately state total amounts received
as a QDD, as well as the dividends received in its equity derivatives dealer capacity and
the section 881 tax paid on those amounts (or in the case of a QI that is a partnership,
the withholding by the partnership on its partners for those amounts and the reporting of
the amounts to its partners), the amount of dividends that were effectively connected
with the conduct of a trade or business in the United States, the amount of stock owned
in its equity derivatives dealer capacity that was not effectively connected with the
conduct of a trade or business in the United States, the amount of dividend equivalent
payments it received in its equity derivatives dealer capacity, its long positions, its short
positions, its net delta for business purposes (if any), its adjustments to the net delta
used for business purposes (if any, such as adjustments to exclude transactions that,
for federal income tax purposes, are not treated as transactions of a QDD, do not exist,
or that are effectively connected with the conduct of a trade or business in the United
States), the dividend amount per share, its tax liability under section 881 (or if QI is a
partnership, the withholding by the partnership on its partners and the reporting of the
amounts to its partners) for its section 871(m) amount, its net delta exposure, and the
section 871(m) amount for each dividend with respect to each underlying security
referenced by a potential section 871(m) transaction it received as a QDD, and any
adjustments thereto, for transactions in its equity derivatives dealer capacity. The
reconciliation schedule may be maintained in any manner or format that permits the IRS
to reconcile the amount reported by the QDD for the calendar year.

Sec. 7.02. Form 945 Filing Requirement. QI shall file a return on Form 945 on or
before January 31 following the calendar year in which QI backup withheld an amount
under section 3406. Separate Forms 945 must be filed by each legal entity that is a QI
covered by this Agreement. The form must be filed at the address specified in the
instructions for Form 945, at the address at which the IRS notifies QI to file the return
under the provisions of section 12.06 of this Agreement, or in accordance with the
instructions to file Form 945 electronically.

Sec. 7.03. Retention of Returns. QI shall retain Forms 945 and 1042 (including, with
respect to a QI acting as a QDD, its reconciliation schedule) for the applicable statute of
limitations on assessment under section 6501.

# SECTION 8. INFORMATION REPORTING OBLIGATIONS

Sec. 8.01. Form 1042-S Reporting. Except as otherwise provided in section 8.02 of
this Agreement, QI is not required to file Forms 1042-S for amounts paid to each
separate account holder for whom such reporting would otherwise be required. Instead,
QI shall file a Form 1042-S reporting the pools of income (reporting pools) as
determined in section 8.03 of this Agreement. QI must file its Forms 1042-S in the
manner required by the regulations under chapters 3 and 4 (or in the case of a
participating FFI, in the manner required under the FFI Agreement) and the instructions
to the form, including any requirement to file the forms magnetically or electronically.
Separate Forms 1042-S must be filed by each legal entity that is a QI covered by this
Agreement. A QI acting as a QDD that also has QI activities must file separate Forms
1042-S in its QDD capacity and its QI capacity (i.e., other than when acting as a QDD).
Each QI covered by this Agreement may also allow its individual branches not acting as
QDDs to file Forms 1042-S provided that all Forms 1042-S contain the QI-EIN of the
legal entity of which the branch forms a part and, to the extent required for chapter 4
purposes, the GIIN of the branch. If QI is acting as a QDD, the home office and each
branch acting as a QDD must file separate Forms 1042-S for payments made as a
QDD. Any Form 1042-S required by this section 8 shall be filed on or before March 15
following the calendar year in which the payment reported on the form was made. QI
may request an extension of time to file Forms 1042-S by submitting Form 8809,
Application for Extension of Time to File Information Returns, by the due date of Forms
1042-S in the manner required by (and to the extent permitted on) Form 8809. For
when a payment is subject to reporting on Form 1042-S, see generally §1.1461-1(c)(2).
For when an amount realized from a transfer of a PTP interest under section 1446(f) or
an amount subject to withholding under section 1446(a) on a PTP distribution is subject
to reporting on Form 1042-S, see section 2.91(B) of this Agreement and §1.1461-
1(c)(2)(i)(P).

Sec. 8.02. Recipient Specific Reporting. QI (whether or not it assumes primary
withholding responsibility under section 3.03 of this Agreement) is required to file
separate Forms 1042-S for amounts paid to each separate account holder as described
in this section 8.02. QI must file separate Forms 1042-S by income code, exemption
code, recipient code, chapter 3 or 4 withholding rate pool, and withholding rate. In the

case of a payment to a QDD, separate Forms 1042-S must be filed for each QDD, even
if a single legal entity. For when a Form 1042-S is issued to an account holder that is a
U.S. person to report withholding under section 1446(a) or (f), see the instructions for
Form 1042-S. In addition, in the case of a QDD that is a partnership or a branch of a
partnership, separate Forms 1042-S must be filed for each of the QDD's foreign
partners with respect to each partner's share of the QDD's QDD tax liability subject to
withholding under section 3.09 of this Agreement, as modified for a QDD that is a
partnership or branch of a partnership.

(A) QI must file a separate Form 1042-S for each account holder that is a QI (to the
extent such payment is required to be reported under §1.1461-1) WP, WT, or QSL that
receives from QI an amount subject to withholding under chapter 3 or 4 (or, in the case
of a QSL, that receives a U.S. source substitute dividend payment), regardless of
whether such account holder is a direct or indirect account holder of QI.

(B) QI must file a separate Form 1042-S for each account holder 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 that receives an
amount subject to chapter 4 withholding from QI that is allocable to each of such FFI's
chapter 4 withholding rate pools of recalcitrant account holders, nonparticipating FFIs,
and pool of U.S. payees, if applicable, regardless of whether such FFI is a direct or
indirect account holder of QI.

(C) QI must file a separate Form 1042-S for each account holder that is a nonqualified
intermediary or flow-through entity that is not described in section 8.02(B) of this
Agreement (other than a nonparticipating FFI) that receives from QI an amount subject
to chapter 4 withholding allocable to such entity's chapter 4 withholding rate pool of
payees that are nonparticipating FFIs, regardless of whether such intermediary or flow-
through entity is a direct or indirect account holder of QI.

(D) QI must file a separate Form 1042-S for each account holder of QI that is a PAI or a
partnership or trust to which QI applies the agency option that receives from QI an
amount subject to chapter 4 withholding allocable to such entity's chapter 4 withholding
rate pool of payees that are nonparticipating FFIs or an amount subject to chapter 3
withholding that is either not a withholdable payment or a withholdable payment for
which no chapter 4 withholding is required and that is allocable to such entity's chapter
3 withholding rate pools.

(E) QI must file a separate Form 1042-S for each unknown recipient with respect to an
account holder that is a nonqualified intermediary, flow-through entity, or QI that does
not assume primary chapters 3 and 4 withholding responsibility and that receives an
amount subject to chapter 4 withholding from QI that QI must presume is allocable to
such entity's chapter 4 withholding rate pool of payees that are nonparticipating FFIs
under the presumption rule of §1.1471-3(f)(5).

(F) QI must file a separate Form 1042-S for each foreign account holder (or interest
holder) of a nonqualified intermediary or flow-through entity that is a nonparticipating
FFI that is receiving a withholdable payment on behalf of an exempt beneficial owner
(regardless of whether the nonqualified intermediary or flow-through entity is a direct or
indirect account holder of QI) to the extent QI can reliably associate such amounts with
valid documentation from such nonqualified intermediary or flow-through entity as to the
payment allocable to one or more exempt beneficial owners. In addition, QI must file
separate Forms 1042-S in the same manner for each foreign account holder (or interest
holder) of a nonqualified intermediary or flow-through entity that is described in the
preceding sentence and that is a direct or indirect account holder (or interest holder) of
a PAI of QI or a partnership or trust to which QI applies the agency option.

(G) QI must file separate Forms 1042-S for each foreign account holder (or interest
holder) of a nonqualified intermediary or flow-through entity that is receiving an amount
subject to chapter 3 withholding that is either not a withholdable payment or a
withholdable payment for which no chapter 4 withholding is required to the extent QI
can reliably associate such amounts with valid documentation from an account holder
that is not itself a nonqualified intermediary or flow-through entity. In addition, QI must
file separate Forms 1042-S in the same manner for each foreign account holder (or
interest holder) of a nonqualified intermediary or flow-through entity that is described in
the preceding sentence and that is a direct or indirect account holder (or interest holder)
of a PAI of QI or a partnership or trust to which QI applies the agency option.

(H) QI must file a separate Form 1042-S for each direct account holder that is receiving
a withholdable payment and 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)
(unless such information was reported by the withholding agent).

(I) If QI is acting as a QDD, QI must file a separate Form 1042-S for any amount subject
to chapter 3 withholding with respect to a potential section 871(m) transaction made to
another QDD.

(J) If QI acts as a disclosing QI with respect to a payment of a PTP distribution or an
amount subject to reporting under section 1446(f) made to an account holder that is a
foreign partner, QI must file a Form 1042-S to report the payment when QI knows or
has reason to know that the Form 1042-S has not been filed with respect to the partner
or the rate of withholding shown on the Form 1042-S is incorrect. In the case of a PTP
distribution that QI must report in accordance with the preceding sentence, QI must file
a separate Form 1042-S for each amount associated with the distribution by the PTP to
the extent required in the instructions for Form 1042-S. Notwithstanding the preceding
provisions of this section 8.02(J), see section 8.02(M) of this Agreement for an amount
subject to reporting under section 1446(f) paid to a nonqualified intermediary.

(K) If a QI makes a payment of a PTP distribution or an amount subject to reporting
under section 1446(f) to an account holder that is a QI not acting as a disclosing QI for
the payment, QI must file a Form 1042-S for the other QI. If QI instead receives

information on a foreign partner from a QI that is an account holder and that acts as a
disclosing QI for a payment referenced in the preceding sentence, QI must file a
separate Form 1042-S to report the payment when QI assumes primary withholding
responsibility for the payment or knows or has reason to know that the Form 1042-S
has not been issued with respect to the foreign partner. In such a case, QI must file the
Form 1042-S reporting the disclosing QI as an intermediary, with the foreign partner
reported as the recipient. In the case of a payment of a PTP distribution made to a QI
that acts as a disclosing QI for the distribution and that QI is required to report in
accordance with this section 8.02(K), QI must file a separate Form 1042-S to the extent
required in the instructions to Form 1042-S. For any Form 1042-S QI files with respect
to a payment made to an account holder of a disclosing QI, QI must also furnish to the
disclosing QI a recipient copy of the Form 1042-S.

(L) If QI receives specific information on a foreign partner that is a direct account holder
of a PAI that receives from QI a payment of an amount subject to withholding on a PTP
distribution or an amount subject to reporting under section 1446(f), QI must file a
separate Form 1042-S to report each amount paid to the partner to the extent required
in accordance with section 8.02(K) of this Agreement for a QI that is a disclosing QI (but
as applied to a PAI instead of a disclosing QI).

(M) If QI makes a payment of a PTP distribution to a nonqualified intermediary, QI must
file a separate Form 1042-S for each foreign partner or beneficial owner of the
distribution that is an account holder of the nonqualified intermediary. If QI makes a
payment of an amount subject to reporting under section 1446(f) to a nonqualified
intermediary, QI shall file the Form 1042-S for an unknown recipient of the nonqualified
intermediary, except that QI may instead file the Form 1042-S for an account holder of
the nonqualified intermediary receiving the payment when—

(1) QI has in place an agreement with the nonqualified intermediary that QI will report
(or ensures that another QI or broker will report) under section 1461 with respect to the
amount allocated to each of the transferors of the PTP interest (and, if required, under
section 6045) and that QI will provide the nonqualified intermediary a recipient copy of
each Form 1042-S issued as a result of QI's reporting;

(2) QI can reliably associate the payment with documentation for each transferor under
section 5.13 of this Agreement;

(3) QI receives from the nonqualified intermediary the statement described in
§1.6031(c)-1T(a)(1) with respect to each partner that is an account holder of the
nonqualified intermediary for which a statement under section 6031(b) is required to be
issued (which meets the requirements in section 8.07 of this Agreement) with respect to
the partner's PTP interest for the year in which the payment was made; and

(4) The nonqualified intermediary appoints the QI as its agent for providing the
statement to the PTP (or PTP's agent). See §1.6031(c)-1T(f).

(N) QI must file a separate Form 1042-S for a grantor or owner of a grantor trust for
purposes of section 1446(a) or (f), except when QI applies the provisions of section 4.06
of this Agreement with respect to the trust.

(O) QI must file a separate Form 1042-S for a foreign partnership holding a PTP interest
directly with QI to the extent that QI determines a modified amount realized with respect
to the partnership for purposes of section 1446(f), or to the extent the partnership
receives a payment subject to withholding under section 1446(a), when the foreign
partnership is not a PTP, but excluding either case when QI applies the provisions of
section 4.06 of this Agreement with respect to the partnership.

(P) QI must file a separate Form 1042-S with respect to an account holder that requests
a Form 1042-S from QI by a written request made within two full calendar years
following the year in which QI made the payment for which the Form 1042-S is
requested. If, however, QI filed a Form 1042-S to report a payment of an amount
subject to withholding under section 1446(a) on a PTP distribution or an amount subject
to reporting under section 1446(f) with respect to an account holder for the same
calendar year for which the account holder requests a separate Form 1042-S for any
payment, QI must file a separate Form 1042-S for each amount reportable on Form
1042-S that was paid to the account holder for the calendar year. A request made in a
case described in the preceding sentence must be made in writing within three full
calendar years following the year in which QI made the payment for which the Form
1042-S is requested. Any request by an account holder for a separate Form 1042-S
referenced in this section 8.02(P) requires that the account holder provide its U.S. TIN
to QI.

Sec. 8.03. Reporting Pools for Form 1042-S Reporting.

(A) Chapter 4 Reporting Pools. Except for amounts required to be reported under
section 8.02 of this Agreement, if QI is an FFI, QI shall report all amounts subject to
chapter 4 withholding by reporting pools on a Form 1042-S if those amounts are paid to
direct account holders of QI. A separate Form 1042-S shall be filed for each type of
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 either recalcitrant account
holders or payees that are nonparticipating FFIs. QI must report recalcitrant account
holders in pools based upon a recalcitrant account holder's particular status described
in §1.1471-4(d)(6), with a separate Form 1042-S issued for each such pool.

If QI is an FFI, it may report in a chapter 4 withholding rate pool of U.S. payees an
account holder that is (or is presumed) a U.S. person and that QI reports as a U.S.
account under its applicable FATCA requirements as a participating FFI or registered
deemed-compliant FFI provided that QI is excepted from Form 1099 reporting with
respect to the payment under section 8.06(A)(1) of this Agreement or section 8.06(A)(2)
and (A)(3) of this Agreement if the payment is excepted from Form 1099 reporting, is
not subject to withholding under chapter 4, and is not a PTP distribution.

If QI is an NFFE, QI shall report all amounts subject to chapter 4 withholding by
reporting pools on a Form 1042-S if those amounts are paid to direct account holders
that are nonparticipating FFIs in a chapter 4 reporting pool of nonparticipating FFIs.

(B) Chapter 3 Reporting Pools. Except for amounts required to be reported under
section 8.02 of this Agreement or when QI acts as a disclosing QI for a payment, QI
shall report an amount subject to chapter 3 withholding or withholding under section
1446(a) or (f) for which no chapter 4 withholding is required and that is paid to a foreign
account holder by reporting pools on a Form 1042-S if paid to a direct account holder of
QI, or to a direct account holder of a PAI of QI or a partnership or trust, to the extent
permitted undersection 4 of this Agreement. A separate Form 1042-S shall be filed for
each type of 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, chapter 4 exemption code as determined on
Form 1042-S. QI may use a single chapter 3 pool reporting code (e.g., QI- 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., QI- withholding rate
pool- exempt organization) must be used. For this purpose, a foreign tax-exempt
recipient includes any 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.

Sec. 8.04. FATCA U.S. Account Reporting.

(A) QI that is an FFI. If QI is an FFI, QI is required to report each U.S. account (or, in
the case of an FFI that is a reporting Model 1 FFI or a registered deemed-compliant
Model 1 IGA FFI, each U.S. reportable account) that it maintains and for whom QI is
acting consistent with its FATCA requirements as a participating FFI, registered
deemed-compliant FFI, or registered deemed-compliant Model 1 IGA FFI. If QI is a
participating FFI or registered deemed-compliant FFI (other than a reporting Model 1
FFI or registered deemed-compliant Model 1 IGA FFI), QI must report its U.S. accounts
on Form 8966 in the time and manner required under its FATCA requirements as a
participating FFI or registered deemed-compliant FFI except to the extent QI is reporting
under §1.1471-4(d)(5) on Form 1099 with respect to its U.S. accounts. If QI is a
reporting Model 1 FFI or registered deemed-compliant Model 1 IGA FFI, QI must report
each U.S. reportable account on Form 8966 as required under the applicable Model 1
IGA. QI cannot delegate to its withholding agent its requirements to report U.S.
accounts (or U.S. reportable accounts) regardless of whether QI does or does not
assume primary Form 1099 reporting and backup withholding responsibility under
section 3 of this Agreement. See section 8.06 of this Agreement for when the reporting
described in this section 8.04 satisfies QI's Form 1099 reporting responsibilities with
respect to reportable payments under chapter 61.

(B) QI that is an NFFE. If QI is an NFFE acting as a QI on behalf of persons other than
its shareholders, QI shall file Form 8966 to report withholdable payments made to an
account holder 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 QI. See §1.1471-1(b)(8) for the definition of beneficial owner. QI must
report on Form 8966 in accordance with the form and its accompanying instructions.
Such report 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 made to the NFFE during the calendar year; and any other
information as required by the form and its accompanying instructions. If QI is acting as
a sponsoring entity on behalf of an NFFE for chapter 4 purposes, QI is not required to
report as described in this paragraph if QI reports the NFFE as part of QI's requirements
as a sponsoring entity. See §1.1472-1(c)(5)(ii) for the reporting requirements of a
sponsoring entity.

Sec. 8.05. Form 8966 Reporting for Payees that are NFFEs. QI shall file Form 8966
to report withholdable payments made to an intermediary or flow-through entity 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). QI 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); the name, address, and U.S. TIN of each substantial U.S. owner;
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. QI is not required to report, however, to the
extent permitted under §1.1474-1(i)(2) on a payment made to a participating FFI or
registered deemed-compliant FFI if such information is reported pursuant to section
8.04 of this Agreement or if the intermediary or flow-through entity certifies on its
withholding statement that it is reporting the account holder (or interest holder) as a U.S.
account pursuant to its FATCA requirements as a participating FFI, registered deemed-
compliant FFI, or registered deemed-compliant Model 1 IGA FFI.

Sec. 8.06. Form 1099 Reporting Responsibility. QI shall file Forms 1099 and, unless
filing magnetically, Form 1096, Annual Summary and Transmittal of U.S. Information
Returns, for reportable payments made to persons described in this section 8.06.
Forms 1099 shall be filed on or before the date prescribed for the particular Form 1099
under chapter 61 and in the manner required by regulations under chapter 61 and the
instructions to the forms (including the requirements for filing the forms magnetically or
electronically). Extensions of the time to file Forms 1099 may be requested by
submitting Form 8809 in the manner required by the form. If QI is required to file Forms
1099, it must file the appropriate form for the type of income paid (e.g., Form 1099-DIV
for dividends, Form 1099-INT for interest, Form 1099-B for broker proceeds). QI must
file Forms 1099 to report a reportable payment other than in the situations listed in
sections 8.06(A) and (B) of this Agreement.

(A) Reportable Amount. QI must file a Form 1099 in accordance with the instructions
to the form for the aggregate amount of a particular type of reportable amount paid to an
account holder that is (or is presumed) a U.S. non-exempt recipient (whether a direct or

indirect account holder). However, QI is not required to file a Form 1099 on a
reportable amount if—

(1) QI is a non-U.S. payor reporting the account holder of a U.S. account under its
FATCA requirements as a participating FFI or registered deemed-compliant FFI
(including a reporting Model 1 FFI) and the other conditions of §1.6049-4(c)(4)(i) are
satisfied;

(2) QI reports the account holder's account as held by a recalcitrant account holder or,
in the case of a QI that is a reporting Model 2 FFI or nonreporting Model 2 FFI treated
as registered deemed-compliant, as a non-consenting U.S. account under its FATCA
requirements as a participating FFI or registered deemed-compliant FFI and the other
conditions of §1.6049-4(c)(4)(ii) are satisfied;

(3) QI is a non-U.S. payor that is a reporting Model 1 FFI or registered deemed-
compliant Model 1 IGA FFI and determines that the account has U.S. indicia for which
appropriate documentation sufficient to treat the account as held by a specified U.S.
person has not been provided and reports the account as a U.S. reportable account and
the other conditions of §1.6049-4(c)(4)(ii) are satisfied;

(4) QI has not assumed primary Form 1099 reporting and backup withholding
responsibility with respect to the account holder's account and has provided a Form W-
9 to a withholding agent or has provided withholding rate pool information with respect
to such account holder to a withholding agent to apply backup withholding and QI does
not know that the withholding agent has failed to report or backup withhold as required;

(5) With respect to an account holder of an intermediary or flow-through entity (other
than a QI) that is a direct or indirect account holder of QI, the intermediary or flow-
through entity allocates the payment to a chapter 4 withholding rate pool of U.S. payees
and provides a Form W-8IMY containing a certification that the entity meets the
requirements of §1.6049-4(c)(4)(iii); or

(6) With respect to an account holder of another QI that is a direct or indirect account
holder of QI, the QI allocates the payment to a chapter 4 withholding rate pool of U.S.
payees and provides the applicable certification on a valid Form W-8IMY for allocating
the payment to this pool.

(B) Reportable Payments other than Reportable Amounts. QI must file a Form
1099 for a reportable payment (other than a reportable amount) paid to each U.S. non-
exempt recipient (whether a direct or indirect account holder), or to any account holder
that is presumed to be a U.S. non-exempt recipient under section 5.13(C) of this
Agreement. Notwithstanding the previous sentence, QI is not required to file a Form
1099 for a reportable payment (other than a reportable amount) paid to a direct account
holder that is (or is presumed) a U.S. non-exempt recipient if—

(1) QI is a non-U.S. payor reporting the account holder of a U.S. account under its
FATCA requirements as a participating FFI or registered deemed-compliant FFI
(including a reporting Model 1 FFI) and the other conditions of §1.6049-4(c)(4)(i) are
satisfied;

(2) QI reports the account holder's account as held by a recalcitrant account holder or,
in the case of a QI that is a reporting Model 2 FFI or nonreporting Model 2 FFI treated
as registered deemed-compliant, as a non-consenting U.S. account under its FATCA
requirements as a participating FFI or registered deemed-compliant FFI and the other
conditions of §1.6049-4(c)(4)(ii) are satisfied;

(3) QI is a non-U.S. payor that is a reporting Model 1 FFI or registered deemed-
compliant Model 1 IGA FFI and determines that the account has U.S. indicia for which
appropriate documentation sufficient to treat the account as held by a specified U.S.
person has not been provided and reports the account as a U.S. reportable account and
the other conditions of §1.6049-4(c)(4)(ii) are satisfied; or

(4) With respect to a reportable payment that is broker proceeds paid to a U.S. non-
exempt recipient, QI has applied the procedures of section 3.05(C) of this Agreement
and QI does not know that the other payor has failed to report or backup withhold on the
payment as required.

Sec. 8.07. Section 6031 Reporting Responsibility with respect to Partner Holding
PTP Interest.

(A) In General. A QI must comply with the requirements of this section 8.07 for each
calendar year for purposes of QI's requirement to report under §1.6031(c)-1T with
respect to its account holders. A nominee for purposes of this section 8.07 is an entity
(including a broker) that holds a PTP interest directly or indirectly on behalf of another
person. An account holder for purposes of this section 8.07 is a partner or intermediary
that during a calendar year receives from QI a PTP distribution or sells a PTP interest
for which QI pays to it an amount realized and is—

(1) A direct account holder of QI excluding an account holder that is a QI or nonqualified
intermediary referenced in section 8.07(A)(2) or (3) of this Agreement;

(2) An account holder of another QI acting as a disclosing QI for a PTP distribution or
amount realized (including an account holder of the other QI that is itself a QI but not
acting as a disclosing QI); or

(3) An account holder of a nonqualified intermediary when QI either receives the
information required for reporting under this section 8.07 with respect to an account
holder receiving the distribution or, for the amount realized paid to the account holder,
satisfies the conditions of section 8.02(M) of this Agreement (or is otherwise a PAI).

(B) QI not Acting as Disclosing QI. A QI that does not act as a disclosing QI for a
PTP distribution or amount realized paid to an account holder for a calendar year with
respect to the account holder's PTP interest may provide the statement with respect to
the account holder specified in §1.6031(c)-1T(a) to the PTP in which the interest is held
(or PTP's agent), in the time specified in §1.6031(c)-1T(b). For purposes of this section
8.07(B), the statement specified in §1.6031(c)-1T(a) must include a U.S. TIN for a
foreign account holder only when provided by the account holder to QI. If QI does not
provide the statement described in the two preceding sentences, QI must issue to each
account holder receiving the distribution or amount realized the statement that is
described in §1.6031(c)-1T(h) for the calendar year with respect to the PTP interest for
which the distribution or amount realized was paid, in the time specified in §1.6031(c)-
1T(h). For purposes of this section 8.07(B), the statement described in §1.6031(c)-
1T(h) may be a copy of the statement issued under section 6031(b) to QI for the year
when QI includes with the statement an accurate designation of the percentage of each
amount shown on the statement attributable to the account holder's PTP interest held
with QI. In a case in which QI provides to an account holder the statement described in
§1.6031(c)-1T(h) or the preceding sentence, QI is also required to request from the PTP
the PTP's deemed sale information for purposes of §1.864(c)(8)-2(b)(2) with respect to
an account holder requesting (directly or through another intermediary) this information
from QI (which, in turn, QI must provide to the account holder).

(C) QI Acting as Disclosing QI. A QI that acts as a disclosing QI for a PTP distribution
or amount realized paid to an account holder for a calendar year with respect to the
account holder's PTP interest is required to provide the statement with respect to the
account holder specified in §1.6031(c)-1T(a) (including with a U.S. TIN only when
required under section 8.07(B) of this Agreement) to the PTP in which the interest is
held (or PTP's agent), or QI's nominee for the payment, in the time specified in
§1.6031(c)-1T(b). A QI need not provide the statement described in the preceding
sentence to the extent that QI's nominee maintains a fully segregated and disclosed
account for which QI has already provided the information required for the statement
(including a U.S. TIN only when required under section 8.07(B) of this Agreement).
Additionally, in a case in which QI provides the statement to QI's nominee or the
information referenced in the preceding sentence to its nominee, QI must obtain from
the nominee a written representation that the nominee is acting as an agent of the PTP
for purposes of §1.6031(c)-1T(a) unless QI otherwise appoints the nominee as its agent
for purposes of §1.6031(c)-1T(a). See §1.6031(c)-1T(f).

SECTION 9. ADJUSTMENTS FOR OVER AND UNDER-WITHHOLDING; REFUNDS

Sec. 9.01. Adjustments for Overwithholding by Withholding Agent When QI Does
not Assume Primary Withholding Responsibility. QI may request that a withholding
agent make an adjustment for amounts paid to QI when the withholding agent has
overwithheld under chapter 3 or 4 by applying either the reimbursement procedure
described in section 9.01(A) of this Agreement or the set-off procedure described in
section 9.01(B) of this Agreement within the time period prescribed for those
procedures. Nothing in this section shall be interpreted to require a withholding agent to

apply the reimbursement or set off procedures under sections 9.01(A) or (B) of this
Agreement. See §1.1474-2(a)(2) for the definition of overwithholding that applies for
purposes of this section 9 with respect to an amount withheld under chapter 4.

The reimbursement and set-off procedures that apply to an amount overwithheld by QI's
withholding agent under chapter 3 and 4 also apply to an amount overwithheld on an
amount realized or an amount subject to withholding under section 1446(a) on a PTP
distribution by QI's broker (for an amount realized), or a nominee or PTP (for a PTP
distribution).

(A) Reimbursement Procedure. QI may request that a withholding agent repay QI for
any amount overwithheld and for the withholding agent to reimburse itself under the
reimbursement procedures described in §§1.1461-2(a)(2)(i) and 1.1474-2(a)(3) by
making the request in the time permitted to apply those procedures with respect to a
beneficial owner or payee.

(B) Set-off Procedure. QI may request that a withholding agent repay QI by applying
the amount overwithheld against any amount which otherwise would be required to be
withheld under chapter 3 or 4 from income paid by the withholding agent to QI under the
set-off procedures of §§1.1461-2(a)(3) and 1.1474-2(a)(4). QI must make the request in
the time permitted to apply those procedures with respect to a beneficial owner or
payee.

Sec. 9.02. Adjustments for Overwithholding by QI Assuming Primary Withholding
Responsibility. QI may make an adjustment for amounts paid to its account holders
when QI has overwithheld by applying either the reimbursement or set-off procedures
described in this section 9.02 within the time period prescribed for those procedures.
The reimbursement and set-off procedures that apply to an amount QI overwithheld
under chapter 3 and 4 also apply to an amount QI overwithheld on an amount realized
or an amount subject to withholding under section 1446(a) on a PTP distribution.

(A) Reimbursement Procedure. QI may repay its account holders for an amount
overwithheld under chapter 3 or 4 and reimburse itself by reducing, by the amount of tax
actually repaid to the account holders, the amount of any subsequent deposit of tax
required to be made by QI under section 3.08 of this Agreement. For purposes of this
section 9.02(A), an amount that is overwithheld shall be applied in order of time (i.e.,
sequentially) to each of the QI's subsequent deposit periods in the same calendar year
to the extent that the withholding taxes required to be deposited for a subsequent
deposit period exceed the amount actually deposited. An amount overwithheld in a
calendar year may be applied to deposit periods in the calendar year following the
calendar year of overwithholding only if:

(1) The repayment occurs in the time specified in §§1.1461-2(a)(2) and 1.1474-2(a)(3);

(2) QI states on a Form 1042-S (issued, if applicable, to the account holder or otherwise
to a chapter 3 or 4 reporting pool), filed in the time specified in §§1.1461-2(a)(2) and

1.1474-2(a)(3), the amount of tax withheld and the amount of any actual repayments;
and

(3) QI states on a Form 1042, filed in the time specified in §§1.1461-2(a)(2) and 1.1474-
2(a)(3), that the filing of the Form 1042 constitutes a claim for credit in accordance with
§1.6414-1.

(B) Set-Off Procedure. QI may repay its account holders by applying the amount
overwithheld against any amount which otherwise would be required under chapter 3 or
4 to be withheld from a payment made by QI to the account holders when the
requirements of §1.1461-2(a)(3) (for chapter 3 withholding) or §1.1474-2(a)(4) (for
chapter 4 withholding) are satisfied. For purposes of making a return on Form 1042 or
1042-S for the calendar year of overwithholding, and for purposes of making a deposit
of the amount withheld, the reduced amount shall be considered the amount required to
be withheld from such income under chapter 3 or 4.

Sec. 9.03. Repayment of Backup Withholding. If QI erroneously withholds, as
defined under §31.6413(a)-3, an amount under section 3406 from an account holder, QI
may refund the amount erroneously withheld as provided in §31.6413(a)-3.

Sec. 9.04. Collective Credit or Refund Procedures for Overwithholding. If there
has been overwithholding on amounts subject to chapter 3 or 4 withholding paid to QI's
account holders during a calendar year and the amount has not been recovered under
the reimbursement or set-off procedures as described in section 9.01 or 9.02 of this
Agreement, QI may request a credit or refund of the total amount overwithheld by
following the procedures of this section 9.04. QI shall follow the procedures set forth
under sections 6402 and 6414, and the regulations thereunder, to claim the credit or
refund. No credit or refund will be allowed after the expiration of the statutory period of
limitation for refunds under section 6511.

(A) Payments for which a Collective Refund is Permitted. Except as otherwise
provided in this section 9.04, QI may use the collective refund procedures with respect
to all amounts subject to chapters 3 and 4 withholding. With respect to amounts
withheld under chapter 3 or 4, QI shall not include in its collective refund claim tax
withheld on payments made to an indirect account holder or a direct account holder of
QI that is a nonqualified intermediary or flow-through entity, and with respect to amounts
withheld under chapter 4, if QI is a participating FFI or registered deemed-compliant
FFI, QI shall not include in its collective refund claim tax withheld on payments made to
any account holder described in the FFI agreement or in §1.1471-4(h)(2). QI also shall
not include in its collective refund claim any overwithholding of tax on an amount
realized on a sale of a PTP interest or any amount of tax withheld on a PTP distribution.

(B) Requirements for Collective Refund. QI may use the collective refund
procedures under this section 9.04 only if the following conditions are met:

(1) QI must not have issued (and will not issue) Forms 1042-S to the account holders
that received the payment that was subject to overwithholding;

(2) QI must submit together with its amended Form 1042 on which it provides a
reconciliation of amounts withheld and claims a credit or refund, a copy of the Form
1042-S furnished to QI by its withholding agent reporting the taxes withheld to which the
claim relates (if applicable) and a statement that includes the following information and
representations—

(i) The reason(s) for the overwithholding;

(ii) QI deposited the tax for which a refund is being sought under section 6302 or
received a Form 1042-S from its withholding agent showing the amount of tax
withheld, and neither QI nor its withholding agent has applied the reimbursement or
set-off procedure of §§1.1461-2 and 1.1474-2 to adjust the tax withheld to which the
claim relates;

(iii) QI has repaid or will repay the amount for which refund is sought to the
appropriate account holders;

(iv) QI retains a record showing the total amount of tax withheld, credits from other
withholding agents, tax assumed by QI, adjustments for underwithholding, and
reimbursements for overwithholding as it relates to each account holder and also
showing the repayment (if applicable) to such account holders for the amount of tax
for which a refund is being sought;

(v) QI retains valid documentation that meets the requirements of chapter 3 or 4 (as
applicable) to substantiate the amount of overwithholding with respect to each
account holder for which the refund is being sought; and

(vi) QI has not issued and will not issue a Form 1042-S (or such other form as the
IRS may prescribe) to any account holder with respect to the payments for which the
refund is being sought.

Sec. 9.05. Adjustments for Underwithholding. If QI knows that an amount should
have been withheld under chapter 3 or 4 from a previous payment made to an account
holder but was not withheld, QI may either withhold from future payments made
pursuant to chapter 3 or chapter 4 to the same account holder or payee or satisfy the
tax from property that it holds in custody for such person or property over which it has
control. QI may also withhold from future payments as described in the preceding
sentence with respect underwithholding on an amount realized or PTP distribution. The
additional withholding or satisfaction of the tax owed described in the previous sentence
must be made before the due date (not including extensions) of the Form 1042 for the
calendar year in which the underwithholding occurred. QI's responsibilities under this
section 9.05 will be met if it informs a withholding agent from which it received the
payment of the underwithholding and the withholding agent satisfies the

underwithholding.

Sec. 9.06. Underwithholding After Form 1042 Filed. If, after a Form 1042 has been
filed for a calendar year, QI, QI's reviewer, or the IRS determines that QI has
underwithheld tax for such year, QI shall file an amended Form 1042 to report and pay
the underwithheld tax. QI shall pay the underwithheld tax, the interest due on the
underwithheld tax, and any applicable penalties at the time of filing the amended Form
1042. If QI fails to file an amended return, the IRS shall make such return under section
6020 and assess such tax under the procedures set forth in the Code.

# SECTION 10. COMPLIANCE PROCEDURES

Sec. 10.01. Compliance Program

(A) In General. QI is required to adopt a compliance program under the authority of a
responsible officer or, if QI adopts a consolidated compliance program, under the
authority of a responsible officer of a Compliance QI (as described in section 10.02(B)
of this Agreement). QI's compliance program must include policies, procedures, and
processes sufficient for QI to satisfy the documentation, reporting, and withholding
requirements of this Agreement and sufficient for a responsible officer of QI (or a
Compliance QI) to make the certifications required under section 10.03 of this
Agreement. If QI is acting as a QDD, QI's compliance program must also include
policies, procedures, and processes sufficient for it to satisfy and report its QDD tax
liability and other reporting required as a condition of its status as a QDD. QI must also
perform or arrange for the performance of a periodic review described in section 10.04
of this Agreement to the extent required by that section. As part of the responsible
officer's certification, QI must provide to the IRS the factual information as required by
and referenced in sections 10.04 and 10.05 and in Appendix I to this Agreement. QI
must also satisfy the requirements of section 10.06 of this Agreement with respect to
the report covering the periodic review and must comply with the IRS review described
in section 10.08 of this Agreement.

(B) Coordination with FATCA Requirements as a Participating FFI, Registered
Deemed-Compliant FFI, or Registered Deemed-Compliant Model 1 IGA FFI and,
for a Direct Reporting NFFE, the Requirements of §1.1472-1(c)(3). As a condition
for maintaining QI status, QI must maintain its chapter 4 status with respect to each
branch of QI operating under this Agreement. Therefore, QI must, as part of the
compliance procedures described in this section 10 determine whether it is compliant
with its FATCA requirements as a participating FFI, registered deemed-compliant FFI,
or registered deemed-compliant Model 1 IGA FFI.

(C) Phase-in Years for 871(m). In enforcing the regulations issued with respect to
dividend equivalents under sections 871(m), 1441, 1461, and 1473 (the "section 871(m)
regulations"), the IRS will take into account the extent to which the QI (including QIs that
are not QDDs) made a good faith effort to comply with the section 871(m) regulations
for any delta-one section 871(m) transaction in calendar years 2023 and 2024 and any

non-delta-one section 871(m) transaction in calendar year 2025. Similarly, for purposes
of the IRS's enforcement and administration of the QDD rules in the section 871(m)
regulations and the relevant provisions of this Agreement, the IRS will take into account
the extent to which the QDD made a good faith effort to comply with the section 871(m)
regulations and the relevant provisions of this Agreement for calendar years 2023 and
2024. For calendar years 2023 and 2024, a QDD is not required to perform a periodic
review with respect to its QDD activities (as otherwise required by section 10.04 of this
Agreement) or provide factual information in Appendix I with respect to its QDD
activities. In addition, for the QI certification on material failures in calendar years 2023
and 2024, the only certification that a QDD is required to make with respect to its QDD
activities for this period is that it has made a good faith effort to comply with the section
871(m) regulations and the relevant provisions of this Agreement for those activities. A
revised certification of internal controls (and factual information and other certifications)
applicable to a QI's QDD activities will be added to this Agreement for purposes of
certification periods ending after December 31, 2024. For calendar years 2023 and
2024, a material failure relevant to a QDD has not occurred unless the QDD failed to
make a good faith effort to comply with the section 871(m) regulations and the relevant
provisions of this Agreement. Similarly, for calendar years 2023 and 2024, a QI will not
be considered to have a material failure with respect to a delta-one section 871(m)
transaction unless the QI failed to make a good faith effort to comply with the section
871(m) regulations for any of those transactions in those years. For calendar year
2025, a QI will not be considered to have a material failure with respect to a non-delta-
one section 871(m) transaction unless the QI failed to make a good faith effort to
comply with the section 871(m) regulations for any of those transactions in that year.
For any reliance on the good faith standard, the QI must disclose any section 871(m)
transactions included in the review that the QI believes should be subject to the good
faith standard for purposes of reporting the factual information with its periodic
certification and include a brief description of the reason QI relied on the good faith
standard, how the QI will address it, and why the good faith standard should apply.

A QI will be considered to satisfy its obligations for purposes of this section 10 that
apply specifically to section 871(m) transactions for calendar years 2023 and 2024
provided that the QI made a good faith effort to comply with the relevant terms of this
Agreement. Any QI that has not made a good faith effort to comply with its section
871(m) requirements or QDD obligations under this Agreement will not be given any
relief from IRS administration or enforcement for calendar years 2023 and 2024,
including penalties.

10.02. Responsible Officer. QI must appoint an individual as a responsible officer as
defined in section 2.72 of this Agreement. The responsible officer must be identified on
QAAMS as QI's responsible party, and such person may, but is not required to, be the
same responsible officer for purposes of compliance with QI's FATCA requirements as
a participating FFI, registered deemed-compliant FFI, or registered deemed-compliant
Model 1 IGA FFI. The responsible officer must establish a compliance program that
meets the requirements of this section 10.02 and must make the periodic certifications
to the IRS described in section 10.03 of this Agreement. The responsible officer of QI

must be an officer of QI with sufficient authority to fulfill the duties of a responsible
officer described in this section 10. The responsible officer (or a delegate appointed by
the responsible officer) must also serve as the point of contact for the IRS for all issues
related to this Agreement and for complying with IRS requests for information or
additional review procedures under section 10.07 of this Agreement. References in this
section 10.02 to the responsible officer include a responsible officer's designee, where
appropriate.

(A) Compliance Program. The responsible officer must establish a program for QI to
comply with the requirements of this Agreement that includes the following—

(1) Written Policies and Procedures. The responsible officer must ensure the drafting
and updating, as necessary, of written policies and procedures sufficient for QI to satisfy
the documentation, withholding, reporting, and other obligations of this Agreement,
including, with respect to QI that is acting as a QDD, satisfying its QDD tax liability.
Such written policies and procedures must include a process for employees of QI to
raise issues to the responsible officer (or the responsible officer's designee) that
concern QI's compliance with this Agreement.

(2) Training. The responsible officer must communicate such policies and procedures
to any line of business of QI that is responsible for obtaining, reviewing, and retaining a
record of documentation under the requirements of section 5 of this Agreement; making
payments subject to withholding under section 3 of this Agreement; reporting payments
and accounts as required under sections 7 and 8 of this Agreement; or entering into
potential section 871(m) transactions, in the case of QI that is acting as a QDD.

(3) Systems. The responsible officer must ensure that systems and processes are in
place that will allow QI to fulfill its obligations under this Agreement. For example, in
order to fulfill QI's obligations to report on Forms 1042-S, 1099, and 8966 under section
8 of this Agreement, QI must establish systems for documenting account holders and
for recording the information with respect to each such account that QI is required to
report under that section.

(4) Monitoring of Business Changes. The responsible officer must monitor business
practices and arrangements that affect QI's compliance with this Agreement, including,
for example, QI's acquisition of lines of businesses or accounts that give rise to
documentation, withholding, or reporting obligations under this Agreement.

(5) QDD Tax Liability Determinations. If QI is (or has a branch that is) acting as a
QDD, the responsible officer must ensure that each QDD has appropriate systems in
place to make the necessary determinations and calculations to identify section 871(m)
transactions, potential section 871(m) transactions, the amount of dividends received in
its QDD equity derivatives dealer capacity and the section 881 taxes paid thereon, its
net delta exposure, the dividend amount per share, the stock owned by the QDD
included in its net delta exposure long position, its long position, its short position, its
section 871(m) amount and the section 881 taxes paid thereon, its QDD tax liability

amount, and the amount of dividend equivalent payments made by the QDD, as well as
any other necessary information. In the case of a QDD that is a partnership or a branch
of a partnership, instead of determining the section 881 taxes, the partnership must
have appropriate systems to determine the section 3.09 amounts on a gross basis and
the chapter 3 and 4 withholding required with respect to any of its partners with respect
to those amounts (as well as any other amounts required to be determined under
section 7.01(C) of this Agreement). In addition, the responsible officer must ensure that
the QDD has appropriate systems in place to determine whether a transaction is as a
principal or non-principal, whether a transaction is in an equity derivatives dealer or non-
equity derivatives dealer capacity, whether the transaction exists for federal income tax
purposes, whether the transaction is owned by the QDD, and whether the transaction is
effectively connected with the conduct of a trade or business in the United States. This
includes appropriate systems to, where required, calculate the delta for a potential
section 871(m) transaction, perform the substantial equivalence test described in
§1.871-15(h), calculate the amount of a dividend equivalent, determine any QDD tax
liability amount (and each part thereof) and its timing, and determine what payments are
received or made with respect to potential section 871(m) transactions and underlying
securities as a principal and whether in its equity derivatives dealer capacity or non-
equity derivatives dealer capacity and by which home office or branch that is acting as a
QDD. The systems must also take into account information received pursuant to
§1.871-15(p).

(6) Periodic Review. Unless QI receives a waiver (the requirements of which are
described in section 10.07(B) of this Agreement), the responsible officer must designate
a reviewer that meets the qualifications described in section 10.04(A) of this Agreement
to perform the periodic review as described in section 10.05 of this Agreement, to the
extent required.

(7) Certification of Internal Controls. The responsible officer must make the periodic
certification as described in section 10.03 of this Agreement, including ensuring that
corrective actions are taken in response to any material failures (as defined in section
10.03(B) of this Agreement).

(B) Consolidated Compliance Program. The IRS, in its discretion, may permit a
consolidated compliance program that includes two or more QIs that are members of a
group of entities under common ownership when the QIs: (i) operate under a uniform
compliance program for purposes of this Agreement; (ii) share practices, procedures,
and systems subject to uniform monitoring and control; and (iii) are subject to a
consolidated periodic review that includes a review of internal controls and testing of
transactions relevant to this Agreement with respect to each QI in the consolidated
compliance program. Each QI that is a member of a consolidated compliance program
(CCG member) must designate a Compliance QI to act on its behalf, and the
responsible officer of the Compliance QI must identify itself as such when making its
periodic certification and must comply with the identification, certification of internal
controls, and periodic review requirements for the QI consolidated compliance program
as the IRS may prescribe. Each CCG member must further designate the Compliance

QI as its agent for executing a Form 872, Consent to Extend the Time to Assess Tax,
with respect to any assessment of tax relevant to this Agreement for the period covered
by the consolidated compliance program. The Compliance QI must agree to execute
any Form 872 on behalf of all of its CCG members and be jointly and severally liable for
the obligations and liabilities of any CCG member relating to this Agreement for the
period covered by the consolidated compliance program. For purposes of this section
10.02(B), a Compliance QI is required to provide this agreement and the designations
from its CCG members in connection with a request by the IRS Foreign Intermediaries
Program for an executed Form 872 from the Compliance QI. QIs that want to operate a
consolidated compliance program must contact the IRS Foreign Intermediaries Program
for approval.

10.03. Certification of Internal Controls by Responsible Officer. A QI's responsible
officer must make the certification described in either Part II.A (Certification of Effective
Internal Controls) or Part II.B (Qualified Certification) of Appendix I to this Agreement
and must disclose any material failures that occurred during the certification period or
during any prior period if the material failure was not disclosed as part of a prior
certification or written disclosure made by QI to the IRS. If the responsible officer has
identified a material failure that QI has not corrected as of the date of the certification or
an event of default applicable to the certification period, the responsible officer cannot
make the certification in Part II.A of Appendix I (Certification of Effective Internal
Controls) and must make the certification in Part II.B of Appendix I (Qualified
Certification) and attach the remediation plan described in Part II.B.3 of Appendix I.
Regardless of which certification is made, QI must provide with its certification a copy of
the periodic review report that is described in section 10.05 of this Agreement unless QI
applies for a waiver of its review requirement under section 10.07(B) of this Agreement.

For a QI that uses the third year of the certification period for its periodic review, the
certification is due on or before December 31 of the year following the certification
period. For a QI that uses the first or second year of the certification period for its
periodic review or a QI that obtains a waiver of the periodic review requirement, the
certification is due on or before July 1 of the year following the certification period. The
initial certification period is the period ending on the third full calendar year that this
Agreement is in effect (including renewals of this Agreement). Subsequent certification
periods are every three calendar years following the initial certification period (including
renewals of this Agreement).

The certification of internal controls required by this section 10.03 applies only to the
internal controls related to QI's compliance with this Agreement and its FATCA
requirements as a participating FFI, registered deemed-compliant FFI, or registered
deemed-compliant Model 1 IGA FFI and, in the case of a direct reporting NFFE, its
requirements under §1.1472-1(c)(3), with respect to accounts for which it acts as a QI,
and does not relate to any other obligations or requirements. The responsible officer
may rely on any reasonable procedure, process, review, or certification that enables the
responsible officer to make the certification described in this section 10.03. If the
responsible officer relies on an internal or external review for this purpose (i.e., for

purposes of determining whether QI has effective internal controls), the internal or
external reviewer must be independent, as described in section 10.04 of this
Agreement. The responsible officer must document the procedures, processes,
reviews, or certifications relied upon in making the certification. QI's responsible officer
(or the responsible officer of its Compliance QI) must make the certifications of
compliance in such manner as the IRS may prescribe.

(A) PAIs and Partnership or Trust to which QI Applies the Agency Option. Unless
QI has received a waiver of the periodic review requirement, any PAI with which QI has
an agreement and any partnership or trust to which QI applies the agency option must
provide its documentation and other information to QI for inclusion in QI's periodic
review or conduct an independent periodic review and provide a written certification to
QI regarding its compliance with the requirements of the PAI or agency agreement.
Such certification must be available to the IRS upon a request made as part of the
review described in section 10.08 of this Agreement (with a certified translation into
English if the certification is not in English).

(B) Material Failures.

(1) Material Failures Defined. A material failure is generally a failure of QI to fulfill the
requirements of this Agreement or its FATCA requirements as a participating FFI,
registered deemed-compliant FFI, or registered deemed-compliant Model 1 IGA FFI.
For purposes of the certifications described in Parts II.A and B of Appendix I to this
Agreement, a material failure is limited to the following:

(i) QI's establishing of, for financial statement purposes, a tax reserve or provision
for a potential future tax liability related to QI's failure to comply with this Agreement,
including its FATCA requirements as a participating FFI, registered deemed-
compliant FFI, or registered deemed-compliant Model 1 IGA FFI, and with respect to
QI that is acting as a QDD, failure to satisfy its QDD tax liability and its obligations
pursuant to section 871(m) and the regulations under that section.

(ii) QI's failure to establish written policies, procedures, or systems sufficient for the
relevant personnel of QI to take actions consistent with QI's obligations under this
Agreement, or if QI is acting as a QDD, its obligations as a QDD under this
Agreement or pursuant to section 871(m) and the regulations under that section.

(iii) A criminal or civil penalty or sanction imposed on QI (or any branch or office
thereof) by a regulator or other governmental authority or agency with oversight over
QI's compliance with AML/KYC procedures to which QI (or any branch or office
thereof) is subject and that is imposed due to QI's failure to properly identify account
holders under the requirements of those procedures.

(iv) A finding (including a finding noted in the periodic review report described in
section 10.06 of this Agreement) for one or more years covered by this Agreement
that QI failed to—

(a) Withhold an amount that QI was required to withhold under chapter 3 or 4
or under section 3406 as required under section 3 of this Agreement or, if QI
is acting as a QDD, failing to timely pay its QDD tax liability;

(b) Provide information sufficient for another withholding agent to perform
withholding and reporting to the extent required when QI does not assume
primary chapters 3 and 4 withholding responsibility or primary Form 1099
reporting and backup withholding responsibility;

(c) Provide allocation information as described in section 6.03(D) of this
Agreement (regarding U.S. non-exempt recipient account holders) by January
15 as required by that section when QI applies the alternative withholding rate
pool procedures;

(d) Make deposits in the time and manner required by section 3.08 of this
Agreement or make adequate deposits to satisfy its withholding obligations,
or, if QI is acting as a QDD, timely satisfy its QDD tax liability, taking into
account the procedures under section 9 of this Agreement;

(e) Report or report accurately on Forms 1099 as required under section 8.06
of this Agreement or provide information to the payor to the extent QI does
not assume primary Form 1099 reporting and backup withholding
responsibilities;

(f) Report or report accurately on Forms 1042 and 1042-S under sections 7
and 8 of this Agreement;

(g) Report or report accurately on Form 8966 under sections 8.04 and 8.05 of
this Agreement;

(h) Withhold an amount required to be withheld or report accurately with
respect to U.S. source substitute dividend payments or make timely and
adequate deposits of tax due with respect to such payments for which QI is a
QSL and acts as a dealer or intermediary;

(i) Withhold an amount that QI was required to withhold on a payment of an
amount realized from the sale of a PTP interest or on a PTP distribution as
required under section 3 of this Agreement or provide correct information to a
withholding agent or broker when QI does not assume primary withholding
responsibility for either payment under section 3.02 of this Agreement; or

(j) Comply with the requirements of sections 5.01(A) and 8.07 of this
Agreement with respect to one or more account holders that are partners
holding PTP interests (including, for purposes of section 8.07 of this
Agreement, account holders of another intermediary when QI acts as an

agent for meeting these requirements).

(2) Limitations on Material Failures. A failure described in section 10.03(B)(1)(iv) of
this Agreement is a material failure only if the failure was the result of a deliberate action
on the part of one or more employees of QI to avoid the requirements of this Agreement
with respect to one or more account holders of QI or was an error attributable to a
failure of QI to establish or implement internal controls necessary for QI to meet the
requirements of this Agreement. Regardless of these limitations for certification
purposes, QI is required to correct a failure to withhold or deposit tax under section 3 of
this Agreement, or to report under section 7 or 8 of this Agreement, or, for a QI that is
acting as a QDD, to timely pay its QDD tax liability and timely file the appropriate return
(or amended return).

Sec. 10.04. Periodic Review Absent Waiver. Unless the QI receives a waiver (the
requirements of which are described in section 10.07(B) of this Agreement), when QI
provides the certification described in section 10.03 of this Agreement, QI must also
provide certain factual information regarding its accounts, withholdable payments,
amounts subject to chapter 3 withholding and withholding under sections 1446(a) and
(f), and, if QI is acting as a QDD, section 871(m) transactions, potential section 871(m)
transactions, and its QDD tax liability based on the results of a periodic review. The
factual information requested is included in Appendix I to this Agreement.

(A) Independent Reviewer. The periodic review may be performed by an internal
reviewer (such as an internal auditor) that is an employee of QI or an employee of an
affiliate of QI (including an employee of a Compliance QI in the case of a consolidated
compliance program) ("internal reviewer"), or a certified public accountant, attorney, or
third-party consultant ("external reviewer"), or any combination thereof.

(1) Internal Reviewer. QI may designate an internal reviewer to perform the periodic
review (or a portion of the periodic review) only when the internal reviewer is competent
with respect to the requirements of this Agreement. The internal reviewer must also be
able to report findings that reflect the independent judgment of the reviewer. The
internal reviewer must not be reviewing its own work, procedures, or results (e.g., the
internal reviewer, in reviewing QI's documentation cannot be part of the team primarily
responsible for collecting and validating documentation). The results of the periodic
review and the internal reviewer's reporting of such results to the responsible officer
cannot influence or affect the compensation, bonus, employment status, or employee
review of the internal reviewer. The IRS has the right to request the performance of the
periodic review by an alternative reviewer if the IRS, in its sole discretion, reasonably
believes that the reviewer selected by QI was not independent, as described in this
Agreement, or did not perform an effective periodic review under this Agreement.

In the case of a consolidated compliance program, the Compliance QI may designate
an internal reviewer to perform the consolidated periodic review (or a portion of the
consolidated periodic review). See section 10.02(B) of this Agreement. The internal
reviewer of the Compliance QI must meet the requirements of this section with respect

to both the Compliance QI and each QI that is a member of the consolidated
compliance program.

If QI designates an internal reviewer that is an employee of an affiliate of QI but is not
part of a consolidated compliance program, QI must ensure that the internal reviewer
has access to all necessary information in order to complete the review. In addition, QI
must permit the IRS to communicate directly with such internal reviewer.

(2) External Reviewer. QI may engage an external reviewer that is a certified public
accountant, attorney, or third-party consultant that is regularly engaged in the practice of
performing reviews of clients' policies, procedures, and processes for complying with
accounting, tax, or regulatory requirements (including assisting clients in determining
such compliance) and that is sufficiently independent of the QI to conduct the review
objectively. For this purpose, an external reviewer must (as a minimum) apply the
standards of independence that would otherwise apply to its engagement to conduct the
periodic review (such as the standards for an agreed-upon procedures engagement by
a certified public accountant). The external reviewer must be in good standing with and
comply with any applicable professional standards for maintaining its license as an
accountant or attorney (or other third-party consultant that has similar professional
standards or requirements). The external reviewer is not required to make an
attestation or render an opinion regarding QI's compliance with this Agreement or QI's
compliance with its FATCA requirements as a participating FFI, registered deemed-
compliant FFI, or registered deemed-compliant Model 1 IGA FFI, but the reviewer must
be able to perform the periodic review as specified in section 10.05 of this Agreement.
QI must permit the external reviewer to have access to all relevant records of QI for
purposes of performing the review, including information regarding specific account
holders. Additionally, the engagement between the external reviewer and QI must
impose no restrictions on QI's ability to provide the results of the review to the IRS.
However, the external reviewer is not required to divulge the identity of QI's account
holders to the IRS, except as otherwise provided under QI's FATCA requirements as a
participating FFI, registered deemed-compliant FFI, or registered deemed-compliant
Model 1 IGA FFI. QI must permit the IRS to communicate directly with the external
reviewer, and any legal prohibitions that prevent the IRS from communicating directly
with the reviewer must be waived.

Sec. 10.05. Scope and Timing of Review. The responsible officer of QI (or of the
Compliance QI) must require the reviewer to test accounts related to QI's
documentation, withholding, reporting, and other obligations under this Agreement,
including its requirements related to withholding and reporting under sections 1446(a)
and (f), its QDD tax liability if QI is acting as a QDD, and its FATCA requirements as
a participating FFI, registered deemed-compliant FFI, or registered deemed-
compliant Model 1 IGA FFI for accounts for which it is acting as a QI, and to identify
deficiencies in meeting these obligations. Any PAI with which QI has an agreement
and any partnership or trust to which QI applies the agency option must provide the
information necessary for QI to test accounts and transactions of such entity as part
of QI's periodic review unless such entity conducts its own periodic review and

provides QI with the report documenting the results of such review as described in
section 10.06 of this Agreement. Unless otherwise approved by the IRS, the review
must include the steps described in section 10.05(A) through (E) of this Agreement.
QI is required to arrange for the performance of one review for the certification period
to evaluate QI's documentation, withholding, and reporting practices. If QI is acting as
a QDD, this review should also include a review of its determination as to whether
transactions are section 871(m) transactions, its computations and determinations of
dividend equivalent amounts, dividends and taxes paid thereon, whether transactions
are in its equity derivatives dealer capacity, net delta exposure, its section 871(m)
amount, and its calculation of its QDD tax liability, as well as any other amounts
required to be included on the reconciliation schedule. The review may be conducted
for any calendar year covered by the certification period. However, all results of the
review must relate to one calendar year. QI may conduct a review for a particular
calendar year if, on the due date for reporting the factual information relating to the
periodic review (provided in section 10.04 of this Agreement), there are 15 or more
months available on the period for assessment under section 6501(a) of the calendar
year for which the review is to be conducted or the QI submits, upon request, a Form
872, Consent to Extend the Time to Assess Tax, that will satisfy the 15-month
requirement. The Form 872 must be mailed to the IRS at the address provided in
section 12.06 of this Agreement.

QI may use a sample to test accounts if there are more than 60 accounts to review. If
QI has fewer than 60 accounts, it must review all accounts and cannot use a sample
to test accounts. To the extent applicable, the reviewer must separately review its QI
activities (when not acting in its QDD capacity) and QDD activities. The reviewer is
required to record its sampling procedures and to maintain the ability to reconstruct
the sample. Further, the review is not required to include statistical sampling
procedures for testing transactions, but the reviewer must document its methodology
for sampling determinations. A safe harbor methodology and additional information on
the use of statistical sampling is provided in Appendix II to this Agreement.

If the reviewer determines that underwithholding has occurred, QI shall report and pay
any amount due. QI must also notify the IRS Foreign Intermediaries Program in
accordance with section 12.06 of this Agreement if the underwithholding is discovered
in the review. See Appendix II to this Agreement for information required to be
provided when reporting underwithholding and information regarding any projection of
underwithholding determined when using a sampling method.

(A) Documentation. The reviewer must—

(1) Review QI's accounts, to ensure that QI obtained documentation that meets
the requirements described in sections 5.01 through 5.09 of this Agreement with
respect to payments subject to withholding under chapter 3 (including when
attributable to PTP distributions);

(2) Review QI's accounts for which treaty benefits are claimed to ensure that QI
obtained the treaty statements and limitation on benefits information required by
section 5.03(B) of this Agreement for entity account holders;

(3) Review information contained in account holder files to determine if the
documentation validity standards of section 5.10 of this Agreement have been met for
a QI to rely on documentation. For example, the reviewer must verify that changes in
account holder information (e.g., a change of an account holder's foreign address to a
U.S. address, a change of account holder status from foreign to U.S., or a change in
an entity's chapter 4 status from participating FFI to non-participating FFI) are being
conveyed by QI to QI's withholding agents and are otherwise being taken into account
by the QI for determining its reliance on documentation;

(4) Review the accounts for which QI is acting as a QI to ensure that QI is obtaining,
reviewing, and maintaining documentation in accordance with its FATCA
requirements as a participating FFI, registered deemed-compliant FFI, or registered
deemed-compliant Model 1 IGA FFI and determining the status of account holders
for purposes of chapter 4 or an applicable IGA;

(5) Review accounts held by U.S. non-exempt recipient account holders, to determine
if QI obtained Forms W-9, and, if QI does not assume primary Form 1099 reporting
and backup withholding responsibility, that QI transmitted those forms to a withholding
agent when required under this Agreement;

(6) Review accounts to which QI makes payments of PTP distributions subject to
withholding under section 1446(a) to determine whether QI has documented the status
of the account holders under the requirements described in sections 5.01 through 5.09
of this Agreement applicable to those payments (including documenting partners of
account holders that are foreign partnerships (other than PTPs), documenting grantors
and owners of grantor trusts, and requesting the U.S. TINs of account holders
receiving these payments under section 5.01(A) of this Agreement);

(7) Review accounts to which QI makes payments of amounts realized to determine
whether QI has documented the status of account holders under the requirements
described in sections 5.01 through 5.09 of this Agreement applicable to those
payments (including documenting partners of account holders that are foreign
partnerships certifying to modified amounts realized, documenting grantors and
owners of grantor trusts, and requesting the U.S. TINs of account holders receiving
these payments under section 5.01(A) of this Agreement);

(8) For a QI that is a QDD, review accounts that received a reportable payment for
which QI is acting as a QDD to determine whether QI has documented the status of
account holders under the requirements described in sections 5.01 through 5.09 of
this Agreement;

(9) For a QI that assumes primary chapters 3 and 4 withholding responsibility for
payments of U.S. source substitute interest, review accounts of persons to which QI
pays the interest to determine whether QI has documented the status of such persons
under the requirements described in sections 5.01 through 5.09 of this Agreement; and

(10) For QI that is a QSL or that otherwise assumes primary withholding responsibility
as an intermediary for U.S. source substitute dividend payments, review accounts to
which QI pays U.S. source substitute dividends to determine whether QI has
documented the status of the account holders under the requirements described in
sections 5.01 through 5.09 of this Agreement.

(B) Withholding Rate Pools. The reviewer must—

(1) Perform checks using account holders assigned to each withholding rate pool, and
cross check that assignment against the documentation provided by the account
holder (or the presumption rule applied under section 5.13 of this Agreement), the type
of income earned, and the withholding rate applied to the pool, taking into account the
results of the documentation review under section 10.05(A) of this Agreement and the
appropriate withholding rate to be applied to a treaty claim (or withholding rate
otherwise applicable to the income paid), to determine any underwithholding. For
purposes of these checks, at a minimum the last payment of each income type paid to
the account for the year (by reference to the income classifications on Form 1042-S as
compared (for accuracy) to the income reported in QI's account statements for the
account holder) may be used.

(2) Determine that appropriate withholding rate pools are established for U.S. non-
exempt recipients that received reportable amounts, and if QI is using the procedure for
U.S. non-exempt recipients described in section 6.03(D) of this Agreement, verify that
QI is providing sufficient and timely information to withholding agents to allocate
reportable amounts to U.S. non-exempt recipients; and

(3) With respect to a partnership or trust described in section 4.05 of this Agreement,
determine whether the partnership or trust has a chapter 4 status permitted under
section 4.05(A) of this Agreement and perform test checks using account holder
documentation for the selected partners, beneficiaries, or owners and records of
each type of reportable amount paid by QI to the entity to determine whether the
highest rate of withholding applicable to each type of reportable amount is reflected
in QI's withholding rate pools. Determine any underwithholding resulting from either
of these review steps.

(C) Withholding Responsibilities. Taking into account the results of the
documentation review under sections 5.10(A) of this Agreement, the appropriate
withholding rate applied to a treaty claim (or otherwise applicable to the income paid),
and the presumption rules (when applicable) under 5.13 of this Agreement, the reviewer
must determine any underwithholding by applying the review steps below—

(1) To the extent QI has assumed primary chapters 3 and 4 withholding
responsibilities, perform test checks, using recalcitrant account holders (when
applicable) and nonparticipating FFIs, to verify that QI withheld the proper amounts
under chapter 4;

(2) To the extent QI has assumed primary chapters 3 and 4 withholding
responsibility, perform test checks, using foreign account holders for which no
withholding is required under chapter 4 based on the payee's chapter 4 status, to
verify that QI withheld the proper amounts under chapter 3 and properly applied the
exemptions from chapter 4 withholding;

(3) To the extent QI has not assumed primary chapters 3 and 4 withholding
responsibility, perform test checks to verify that QI has fulfilled its withholding
responsibilities under section 3.02 of this Agreement (including any required
withholding by QI if QI provided to its withholding agent any incorrect withholding
rate pools by comparison to the correct withholding rates for payments associated
with a withholding rate pool);

(4) To the extent QI has assumed primary Form 1099 reporting and backup
withholding responsibility for account holders receiving reportable payments from QI,
perform test checks using U.S. non-exempt recipient account holders to verify that QI
backup withheld when required;

(5) To the extent QI has not assumed primary Form 1099 reporting and backup
withholding responsibility for account holders receiving reportable payments, perform
test checks using U.S. non-exempt recipient account holders to verify that QI fulfilled
its backup withholding responsibilities under sections 3.04 through 3.06 of this
Agreement;

(6) To the extent QI has assumed primary withholding responsibility on payments of
PTP distributions, perform test checks of payments to accounts to which QI pays
PTP distributions, to verify QI withheld the proper amounts under chapters 3 and 4,
and sections 1446(a) and (f) on the distributions, including by determining the
amounts subject to withholding by reference to the qualified notice issued for a
distribution or applying the default rule of §1.1446-4(d)(1);

(7) To the extent QI has assumed primary withholding responsibility on amounts
realized from sales of PTP interests, perform test checks of payments to accounts to
which QI pays amounts realized, to verify QI withheld the proper amounts for purposes
of section 1446(f), including that QI applied the "10-percent exception" of §1.1446(f)-
4(b)(3) to exempt any amounts from withholding only as permitted under that section;

(8) To the extent QI has not assumed primary withholding responsibility on
payments of PTP distributions or amounts realized from sales of PTP interests
and provides withholding rate pools to a withholding agent, perform test checks to
determine whether QI has satisfied any withholding required under section 3.02 of

this Agreement by comparison to the correct withholding rates for payments
associated with a withholding rate pool;

(9) To the extent that QI acts as a disclosing QI, perform test checks to compare the
withholding reported on Forms 1042-S issued to QI and QI's direct account holders
(other than QIs or NQIs) to the correct withholding to verify that QI withheld to the
extent required under section 3.02 of this Agreement;

(10) To the extent that QI is acting as a QDD, perform test checks to determine that
QI withheld when required on payments that it made with respect to potential section
871(m) transactions;

(11) To the extent that QI acts as a QSL or otherwise assumes primary chapter 3
and 4 withholding responsibility as an intermediary on payments of U.S. source
substitute dividends, perform test checks to determine that QI withheld when
required on such payments and determine whether QI has a policy in effect to
assume primary withholding responsibilities on all such payments;

(12) To the extent that QI assumes chapter 3 and 4 withholding responsibility on
payments of U.S. source substitute interest, perform test checks to determine that
QI withheld when required on such payments and determine whether QI has a
policy in effect to assume primary withholding responsibilities on all such payments;

(13) To the extent that QI assumes primary withholding responsibility for payments
to a partnership or trust described in section 4.05 of this Agreement, perform the
review steps described in section 10.05(b)(3) of this Agreement (as applied to QI's
own withholding rather than QI's withholding rate pools); and

(14) Perform test checks to verify that amounts withheld by QI were timely
deposited in accordance with section 3.08 of this Agreement.

(D) Return Filing and Information Reporting. The reviewer must—

(1) Obtain copies of original and amended Forms 1042 and 945, and any
schedules, statements, or attachments required to be filed with those forms, verify
that the forms have been filed, and determine whether the amounts of income,
taxes, and other information reported on those forms are accurate by—

(i) Reviewing copies of Forms 1042-S that withholding agents have provided
QI to determine whether QI properly reported the amount of taxes withheld by
other withholding agents on Form 1042;

(ii) Reviewing account statements and correspondence from withholding agents;

(iii) Determining that adjustments to the amount of tax shown on Form 1042 (and
any claim by QI for refund or credit) properly reflect the adjustments to withholding

made by QI using the reimbursement or set off procedures under section 9.02 of
this Agreement and are supported by sufficient documentation;

(iv) Reconciling amounts shown on Forms 1042 with amounts shown on Form
1042-S (including the amount of taxes reported as withheld);

(v) If QI is acting as a QDD, reviewing the reconciliation schedule described in
section 7.01(C) of this Agreement and any information used to prepare such
schedule or compute its QDD tax liability, including information received pursuant
to §1.871-15(p), reviewing the amounts required to determine its section 871(m)
amounts and its QDD tax liability over the applicable period, and reviewing such
information to determine whether the section 871(m) amounts and QDD tax
liability have been properly calculated;

(vi) If QI is acting as a QDD, reviewing amounts shown on Forms 1042 (including
all required Schedules Q) and Forms 1042-S, as well as any information received
pursuant to §1.871-15(p), to determine whether the QDD properly took the
information into account (e.g., to calculate its QDD tax liability);

(vii) To the extent QI acts as a QSL, determine that QI properly reported the gross
amount of the U.S. source payments of substitute dividends to which the recipient
would have otherwise been entitled before consideration of any withholding tax
obligations; the amount of tax withheld by the withholding agent; and the amount of
tax withheld by other withholding agents in the series of securities lending or sale-
repurchase transaction;

(viii) In the case of collective credits or refunds, reviewing the statements attached
to amended Forms 1042 filed to claim a collective refund, determine whether those
forms are accurate, and—

(a) Determine the causes of any overwithholding reported and ensure QI
did not issue Forms 1042-S to persons whom it included as part of its
collective credit or refund;

(b) Determine that QI repaid the appropriate account holders and that the
amount of the claim is accurate and supported by adequate documentation;
and

(c) Determine that QI did not include payments made to a partnership or
trust described in section 4.05 of this Agreement or a payment of an amount
subject to withholding under section 1446(f) or on a PTP distribution.

(2) Obtain copies of original and corrected Forms 1042-S and Forms 1099 filed by QI,
together with the work papers used to prepare those forms, and determine whether
the amounts reported on those forms are accurate by—

(i) Reconciling payments and tax reported on Forms 1042-S received from
withholding agents with amounts (including characterization of income) and taxes
reported by QI as withheld on Forms 1042-S and determining the reason(s) for any
variance;

(ii) Reviewing the Forms W-8IMY and the associated withholding statements
that QI has provided withholding agents;

(iii) Reviewing account statements issued by QI to account holders;

(iv) Determining, in the case in which QI utilized the reimbursement or set-off
procedure, that QI satisfied the requirements of section 9.02 of this Agreement and
that the adjusted amounts of tax withheld are properly reflected on Forms 1042-S.

(3) Obtain copies of original and amended Forms 8966 (or, for QI that is a reporting
Model 1 FFI, any analogous forms used for reporting account information pursuant
to the applicable Model 1 IGA) of accounts for which QI is acting as a QI, and
determine whether the amounts of income and other information reported on Forms
8966 are accurate by—

(i) Reviewing U.S. accounts (or U.S. reportable accounts for which QI acts as a
QI) to determine that such accounts were reported in accordance with QI's
FATCA requirements as a participating FFI, registered deemed-compliant FFI, or
registered deemed-compliant Model 1 IGA FFI;

(ii) If QI is an NFFE acting as a QI on behalf of persons other than its
shareholders, confirming that if QI is acting on behalf of a passive NFFE with
substantial U.S. owners, withholdable payments made to the passive NFFE and
the information regarding its substantial U.S. owners were reported;

(iii) Confirming with respect to any nonqualified intermediary or flow-through entity
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 that such substantial U.S. owners were reported to the extent required
under section 8.04(B) of this Agreement;

(iv) Reviewing the documentation provided by a PAI or a partnership or trust to
which QI applied the agency option to determine that QI reported on Form 8966
to the extent required under section 4 of this Agreement; and

(v) Reviewing work papers used to prepare these forms.

(4) Obtain records of any reportable payments paid by QI to its U.S. account holders
to identify any U.S. account holders for which QI failed to file an applicable Form 1099
(to the extent required) or report on a Form 8966 (or analogous reporting under an
applicable Model 1 IGA).

(5) If QI is acting as a QDD, review accounts designated as accounts for which QI
acted as a QDD to determine whether QI is acting as a QDD with respect to all
potential section 871(m) transactions and underlying securities for which it is required
to act as a QDD and not any other transactions and whether the section 871(m)
amount includes the amounts in its equity derivatives dealer capacity and not amounts
in its non-equity derivatives dealer capacity.

(6) Obtain records of account holders to which QI paid a PTP distribution or an
amount realized from a sale of a PTP interest to verify that QI properly provided the
statements or other information required under section 8.07 of this Agreement with
respect to the account holders.

(7) Determine whether QI has any agreements in place under section 8.02(M) of this
Agreement to report on Form 1042-S amounts realized paid to an NQI's account
holders and, if so, verify that QI reported on Form 1042-S as agreed or otherwise has
a written agreement in place with another withholding agent to report these amounts.

(E) Significant Change in Circumstances. The reviewer must verify that in the course
of the review it has not discovered any significant change in circumstances, as
described in section 11.04(A), (D), or (E) of this Agreement.

Sec. 10.06 Periodic Review Report.

(A) In General. The results of the periodic review must be documented in a written
report addressed to the responsible officer of QI and submitted to the IRS with the
certification described in section 10.03 of this Agreement (with a certified translation into
English if the report is not in English). The report must describe the scope of the review
and the actions performed to satisfy each requirement of section 10.05(A) through (E),
including the methodology for sampling determinations. The report may include
explanatory footnotes to clarify the results of the report. Recommendations may be
included but are not required to be provided in the report. The periodic review report
should form the basis for the factual information provided by QI that is set forth in
Appendix I.

In addition to the findings of section 10.05 of this Agreement, the periodic review report
should also include details regarding the documentation and tax deposit and payment
failures identified by the reviewer but then cured before the periodic review report is
finalized. While the curing of inadequate documentation is permissible, the factual
information reported (as set forth in Appendix I) should report the results of the review
as it was performed and should not reflect the results after curing (unless stated
otherwise). Any curing process should not delay certification of internal controls or
factual information required in Appendix I to this Agreement. To the extent necessary,
the periodic review report should include the dates on (or time period during) which
curative documentation was received for accounts with respect to which the reviewer
determined that underwithholding had occurred, the number of accounts for which
curative documentation was obtained and a revised calculation of the underwithholding

or additional backup withholding.

(B) Periodic Review Report for QDDs. If QI is acting as a QDD, the periodic review
report should also include the number of accounts that were not correctly treated as (i)
principal accounts (except accounts that are effectively connected with the conduct or a
trade or business within the United States within the meaning of section 864), (ii) non-
principal accounts, (iii) principal accounts that are effectively connected with the conduct
or a trade or business within the United States within the meaning of section 864, (iv)
equity derivatives dealer accounts, and (v) non-equity derivatives dealer accounts. The
report should also include any other issues related to the QDD tax liability (e.g.,
incorrect determination of whether an account is a potential section 871(m) transaction
or a section 871(m) transaction, the dividends received in the QDD's equity derivatives
dealer capacity and the taxes paid on those dividends, the net delta exposure, the
section 871(m) amount and the taxes on the section 871(m) amount, the amount of
dividend equivalent payments made, or any other amounts subject to tax (or required to
compute the tax liability) under section 871(a) and 881 (including the QDD tax liability))
for each QDD.

(C) PAI Certification and Partnership or Trust to which QI Applies the Agency
Option. Any PAI with which QI has an agreement and any partnership or trust to which
QI applies the agency option that does not provide its documentation and other
information to QI for inclusion in QI's periodic review described in section 10.04 of this
Agreement, must conduct an independent periodic review in accordance with the
compliance procedures described in section 10.05 of this Agreement. The performance
results of the periodic review must be documented in a written report addressed to the
responsible officer of QI and must be available to the IRS upon request (with a certified
translation into English if the report is not in English).

(D) Retention of Report and Certifications. The report and certifications described in
this section 10.06 must be retained by QI (or the Compliance QI) for as long as this
Agreement is in effect.

Sec. 10.07. Waiver of Periodic Review Requirement.

(A) In General. A QI that is not acting as a QDD and that is an FFI that meets the
requirements of section 10.07(B) may apply for a waiver of the periodic review
requirement. Notwithstanding the prior sentence, a QI that is acting as a QDD and
otherwise qualifies to apply for a waiver of the periodic review requirement, may do so
for calendar year 2023 or 2024. QI must request a waiver of the periodic review
requirement under this section 10.07 when the responsible officer makes the
certification described in section 10.03 of this Agreement. QI's application for such a
waiver must be approved by the IRS, and waiver applications are not approved
automatically. QI must apply for a waiver for each certification period for which a waiver
is requested. If QI's request for a waiver of the periodic review requirement is granted,
such approval is only to waive QI's obligations under sections 10.04 and 10.05 of this
Agreement, and QI is still required to make the certification described in section 10.03 of

this Agreement. The waiver also does not preclude the IRS from requesting information
or conducting a correspondence review as described in section 10.07 of this
Agreement. QI must include the information of any PAI with which QI has an
agreement and any partnership or trust to which QI applies the agency option in its
waiver application which is set forth in Part III of Appendix I to this Agreement. QI must
also provide the information set forth on Appendix III to this Agreement for each year of
the certification period.

(B) Eligibility. QI is eligible to apply for a waiver of the periodic review requirement if it
meets the following requirements—

(1) QI must be an FFI and, for calendar years after 2024, that is not also acting as a
QDD;

(2) QI is not part of a consolidated compliance program;

(3) For each calendar year covered by the certification period, the reportable amounts
received by QI do not exceed $5 million (including the amount of PTP distributions
subject to withholding under chapter 3 or 4);

(4) QI timely filed its Forms 1042, 1042-S, 945, 1099, and 8966 (or the reporting
otherwise required under an applicable IGA), as applicable, for all calendar years
covered by the certification period;

(5) QI made all periodic certifications and reviews required by sections 10.02 and 10.03
of this Agreement as well as all certifications required pursuant to QI's FATCA
requirements as a participating FFI, registered deemed-compliant FFI, or registered
deemed-compliant Model 1 IGA FFI; and

(C) Documentation Required with Waiver Application. When applying for a waiver
under this section 10.07, QI must include the information described in Appendix I to this
Agreement using the most recent calendar year covered by the certification period and
reporting such results without any curing or remediation.

(D) Approval. If QI's request for a waiver of the periodic review requirement is
approved, the IRS will notify QI. If QI requests a waiver but such request is not
approved, QI will be granted a six-month extension from the date of denial of the waiver
to complete the periodic review. Such extension will not be granted if QI has made the
request for waiver in bad faith.

Sec. 10.08. Periodic Review.

(A) In General. Based upon the certifications made by the responsible officer and the
disclosure of material failures, the information reported on Forms 945, 1042, 1042-S,
1099, and 8966 filed with the IRS during the certification period, or otherwise at the
IRS's discretion for compliance purposes, the IRS may initiate requests of QI under this

section 10.08. The IRS may preemptively request remediation or the conduct of a
limited periodic review earlier than the time period provided in this section 10 if, based
on the information described above, the IRS identifies, in its discretion, a presence of
factors indicating systemic or significant compliance failures by QI. The IRS may also
request that QI designate a replacement responsible officer if QI's responsible officer
has not complied with its responsibilities (including responding to requests by the IRS
for additional information) or the IRS has information that indicates the responsible
officer may not be relied upon to comply with its responsibilities.

(B) Correspondence Review. The IRS may, in its discretion, conduct additional fact
finding through a correspondence review. In such a review, the IRS will contact the
responsible officer of QI (or the Compliance QI) in writing and request information about
QI's compliance with this Agreement or the compliance of a PAI or a partnership or trust
to which QI applied the agency option, including, for example, information about
documentation, withholding, or reporting processes, its periodic review, and information
about any material failures that were disclosed to the IRS (including remediation plans).
The IRS may request phone or video interviews with employees of QI (and the
Compliance QI), a PAI, or a partnership or trust to which QI applied the agency option
as part of the IRS's correspondence review. QI is required to respond in a reasonable
time to any such requests.

(C) Additional Review Procedures. In limited circumstances, the IRS may direct QI
(or the Compliance FFI) or any PAI or partnership or trust to which QI applies the
agency option to perform additional, specified review procedures. The IRS reserves the
right to require QI (or the Compliance QI) or a PAI, or a partnership or trust to which QI
applied the agency option to engage an external reviewer to perform the additional
review procedures regardless of whether such reviewer performed the periodic review.
The IRS will provide the responsible officer of QI with a written plan describing the
additional review procedures and will provide a due date of not more than 120 days for
the QI to provide to the IRS a report covering the reviewer's findings.

# SECTION 11. EXPIRATION, TERMINATION, MERGER AND DEFAULT

Sec. 11.01. Term of Agreement. This Agreement begins on the effective date
referenced in section 2.22 of this Agreement and expires on December 31, 2028, unless
terminated before that time under section 11.02 of this Agreement. This Agreement
may be renewed for a further term as provided in section 11.08 of this Agreement.

Sec. 11.02. Termination of Agreement.

(A) In General. This Agreement may be terminated by either the IRS or QI before the
end of its term by delivery of a notice of termination to the other party, in accordance
with section 12.06 of this Agreement. The IRS, however, shall not terminate this
Agreement unless there has been a significant change in circumstances, as defined in
section 11.04 of this Agreement, or an event of default has occurred, as defined in
section 11.06 of this Agreement, and the IRS determines, in its sole discretion, that the

significant change in circumstances or the event of default warrants termination of this
Agreement. In addition, the IRS may also terminate this Agreement before the end of
its term if as a result of an amendment in accordance with section 12.02 of this
Agreement, the QDD is no longer entitled to act as a QDD. The IRS shall not terminate
this Agreement for an event of default if QI can establish to the satisfaction of the IRS
that all events of default for which it has received notice have been cured within the time
period agreed upon. The IRS shall notify QI that an event of default has occurred and
that the IRS intends to terminate the Agreement unless QI cures the default or
establishes that no event of default occurred. A notice of termination sent by either
party shall take effect on the date specified in the notice, and QI is required to notify its
withholding agent of the date that its status as a QI is terminated.

The termination of the Agreement shall not affect any of QI's reporting, tax filing,
withholding, depositing, or payment responsibilities arising in the calendar years for
which this Agreement was in effect and portion of the calendar year in which termination
is requested. The IRS shall revoke QI's QI-EIN within a reasonable time after the
reporting, tax filing, and depositing requirements for such years are satisfied. The
termination of this Agreement is not intended to affect any other federal income tax
consequences.

(B) Periodic Review and Final Certification after Termination of Agreement. Upon
termination of this Agreement, QI must provide to the IRS, within six months of the date
of termination, the certification described in section 10.03 of this Agreement covering
the period from the end of the most recent certification period (or, if the first certification
period has not ended, the effective date of this Agreement) to the date of termination.
Additionally, QI must submit a periodic review report that meets the requirements of
section 10.06 of this Agreement with its final certification if this Agreement is terminated
in the final year of QI's certification period. QI may request a waiver of the periodic
review requirement for this purpose if it is otherwise eligible for a waiver under section
10.07 of this Agreement. If a waiver is not granted, QI must use one of the two prior
years of the certification period for its periodic review. Regardless of whether QI is
required to submit a periodic review report under this section 11.02(B), the IRS
may request that QI perform specified review procedures in accordance with section
10.08(C) of this Agreement with respect to QI's final certification period. See section
11.05(B) of this Agreement for a case in which a QI terminating this Agreement merges
into or is acquired by another QI.

Sec. 11.03. Loss of QDD Status. If QI is acting as a QDD and the home office or
branch, as applicable, fails to qualify as an eligible entity during the term of this
Agreement, the home office or branch shall lose its QDD status immediately upon the
QDD failing to qualify as an eligible entity and as of that date can no longer act as a
QDD. QI is required to notify its withholding agent of the date that the QDD failed to
qualify as an eligible entity and no longer was permitted to act as a QDD. The QDD's
loss of QDD status shall not affect any of QI's QDD reporting, tax filing, withholding,
depositing, or payment responsibilities for the period QI was acting as a QDD as
provided in this Agreement, including paying its QDD tax liability.

Sec. 11.04. Significant Change in Circumstances. For purposes of this Agreement,
a significant change in circumstances includes, but is not limited to—

(A) An acquisition of all, or substantially all, of QI's assets in any transaction in which QI
is not the surviving legal entity;

(B) A change in U.S. federal law, or applicable foreign law, that affects the validity of
any provision of this Agreement, materially affects the procedures contained in this
Agreement, or affects QI's ability to perform its obligations under this Agreement;

(C) A ruling of any court that affects the validity of any material provision of this
Agreement;

(D) A material change in the applicable know-your-customer rules and procedures;

(E) A significant change in QI's business practices that affects QI's ability to meet its
obligations under this Agreement;

(F) If QI is an FFI, QI's failure to maintain its status as a participating FFI, registered
deemed-compliant FFI, or registered deemed-compliant Model 1 IGA FFI;

(G) If QI is acting as a sponsoring entity on behalf of a sponsored FFI or sponsored
direct reporting NFFE, if it fails to comply with the due diligence, withholding, reporting,
and compliance requirements of a sponsoring entity; or

(H) If QI is acting as a QDD, the home office or branch, as applicable, ceases to qualify
as an eligible entity, including as a result of a change in its business or regulatory status
(see section 11.03).

Sec. 11.05. Merger.

(A) In General. If a QI (predecessor QI) merges with or is acquired by another QI
(successor QI), and the successor QI assumes all the rights, debts, and obligations of
the predecessor QI as it relates to the predecessor QI's QI agreement, the predecessor
QI must notify the IRS that it intends to terminate this Agreement before the end of its
term by delivery of a notice of termination and merger in accordance with section 12.06
of this Agreement. A notice of termination and merger shall take effect on the date
specified in the notice, and QI is required to notify its withholding agent of the date that
its status as a QI is terminated and designate the successor QI to receive payments in
its capacity as a QI for any accounts previously covered by the predecessor QI's QI
agreement.

The successor QI must ensure that all reporting and tax filing obligations are fulfilled
and any withholding is deposited in accordance with the procedures outlined in Rev.
Proc. 99-50, 1999-2 C.B. 757, when applicable, that arose in the calendar years and
portion of the calendar year in which termination is requested and for which this

Agreement was in effect (including for Form 1042-S filed to report withholding under
chapter 4). To the extent QI is acting as a QDD, it must use the standard procedure
outlined in Rev. Proc. 99-50 and cannot use the alternative procedures. See QI's
FATCA Requirements as a participating FFI, registered deemed-compliant FFI, or
registered deemed-compliant Model 1 IGA FFI for the procedures, if any, for reporting
on Form 8966 in the case of a merger or acquisition.

The IRS shall revoke the predecessor QI's QI-EIN within a reasonable time after the
reporting, tax filing, and depositing requirements for such years are satisfied. The
termination of this Agreement is not intended to affect any other federal income tax
consequences.

(B) Periodic Review and Certification after Merger. A predecessor QI that is
terminating its QI agreement and that is required to submit a periodic review report
under section 11.02(B) of this Agreement may satisfy this requirement through a
combined periodic review. A combined periodic review for purposes of this section
11.05(B) is a periodic review that covers a calendar year that the predecessor QI is
permitted to use under section 11.02(B) of this Agreement and that includes accounts of
both the predecessor QI and successor QI in the population of accounts for purposes of
the review steps of section 10.05 of this Agreement covering documentation and
withholding requirements. See Appendix II of this Agreement for information on
designing a statistical sample for a combined periodic review. The certifications
required for both the predecessor QI and successor QI for the period covered by the
combined review must include the factual information specific to each QI that is required
under Appendix I of this Agreement. A predecessor QI may obtain a six-month
extension of the time to submit a final certification under section 11.02(B) of this
Agreement for purposes of this section 11.05(B). The request for an extension must
indicate that it is being made due to the combined periodic review and be delivered to
the IRS in accordance with section 12.06 of this Agreement before the time otherwise
required for the final certification.

Sec. 11.06. Event of Default. For purposes of this Agreement, an event of default
occurs if QI fails to perform any material duty or obligation required under this
Agreement and the responsible officer had actual knowledge or should have known of
the facts relevant to the failure to perform any material duty. An event of default
includes, but is not limited to, the occurrence of any of the following:

(A) QI fails to implement adequate procedures, accounting systems, and internal
controls to ensure compliance with this Agreement;

(B) QI underwithholds a material amount of tax that QI is required to withhold under
chapter 3, section 1446(a), section 1446(f), or chapter 4, or backup withhold under
section 3406 and fails to correct the underwithholding by filing an amended Form 1042
or 945 reporting, and paying, the appropriate tax;

(C) QI makes excessive refund claims;

(D) Documentation described in section 5 of this Agreement is lacking, incorrect, or
unreliable for a significant number of direct account holders under the requirements of
section 5.01(A) of this Agreement;

(E) QI files Forms 945, 1042, 1042-S, 1099, or 8966 that are materially incorrect or
fraudulent, or fails to comply materially with the requirements of section 8.07 of this
Agreement with respect to account holders that are partners holding PTP interests
(including account holders of another intermediary when QI acts as an agent for
meeting these requirements);

(F) If QI is an FFI, QI fails to materially comply with its FATCA requirements as a
participating FFI, registered deemed-compliant FFI, or registered deemed-compliant
Model 1 IGA FFI;

(G) If QI is a sponsoring entity, QI fails to materially comply with the due diligence,
withholding, reporting, and compliance requirements of a sponsoring entity;

(H) QI fails to materially comply with the requirements of a nonqualified intermediary
under chapters 3 and 61, and sections 1446 and 3406 with respect to any account for
which QI does not act as a QI.

(I) QI fails to perform a periodic review when required or document the findings of such
review in a written report;

(J) QI fails to cooperate with the IRS on its compliance review described in section
10.08 of this Agreement;

(K) QI fails to inform the IRS of any change in the applicable know-your-customer rules
within 90 days of the change becoming effective;

(L) QI fails to inform the IRS within 90 days of any significant change in its business
practices to the extent that change affects QI's obligations under this Agreement;

(M) QI fails to inform the IRS of any PAI of QI, as described in section 4 of this
Agreement;

(N) QI fails to cure a material failure identified in the qualified certification described in
Part II.B of Appendix I to this Agreement or identified by the IRS;

(O) QI makes any fraudulent statement or a misrepresentation of material fact with
regard to this Agreement to the IRS, a withholding agent, or QI's reviewer;

(P) The IRS determines that QI's reviewer is not sufficiently independent, as described
in this Agreement, to adequately perform its review function, and QI fails to arrange for
a periodic review conducted by a reviewer approved by the IRS;

(Q) An intermediary with which QI has a PAI agreement is in default with that
agreement and QI fails to terminate that agreement within the time period specified in
section 4.04 of this Agreement;

(R) A partnership or trust to which QI applies the agency option is in default with that
agreement and QI fails to terminate that agreement within the time period specified in
section 4.06 of this Agreement; and

(S) If QI is acting as a QDD, QI fails to timely pay a material amount of its QDD tax
liability and fails to correct the underpayment and pay the appropriate tax amount.

Sec. 11.07. Notice and Cure. Upon the occurrence of an event of default, the IRS will
deliver to QI a notice of default specifying each event of default. QI must respond to the
notice of default within 60 days (60-day response) from the date of the notice of default.
The 60-day response shall contain an offer to cure the event of default and the time
period in which to cure or shall state why QI believes that no event of default occurred.
If QI does not provide a 60-day response, the IRS will deliver a notice of termination as
provided in section 11.02 of this Agreement. If QI provides a 60-day response, the IRS
shall either accept or reject QI's statement that no default has occurred or QI's proposal
to cure the event of default. If the IRS rejects QI's contention that no default has
occurred or rejects QI's proposal to cure the event of default, the IRS may offer a
counter proposal to cure the event of default with which QI will be required to comply
within 30 days. If QI fails to provide a 30-day response, the IRS will send a notice of
termination in accordance with section 11.02 of this Agreement to QI, which QI may
appeal within 30 days of the date of the notice by sending a written appeal to the
address specified in section 12.06 of this Agreement. If QI appeals the notice of
termination, this Agreement shall not terminate until the appeal has been decided. If an
event of default is discovered in the course of a review, the QI may cure the default,
without following the procedures of this section 11.07, if the external reviewer's report
describes the default and the actions that QI took to cure the default and the IRS
determines that the cure procedures followed by QI were sufficient. If the IRS
determines that QI's actions to cure the default were not sufficient, the IRS shall issue a
notice of default and the procedures described in this section 11.07 shall be followed.

Sec. 11.08. Renewal. If QI intends to renew this Agreement, it must submit an
application for renewal to the IRS on QAAMS. This Agreement will be renewed only
upon the agreement of both QI and the IRS. A QI that seeks to renew its QI agreement
and also seeks to become a QDD (that was not previously acting as a QDD) must
supplement the renewal request by providing a statement containing all information
required by Form 14345 relating to a QDD.

# SECTION 12. MISCELLANEOUS PROVISIONS

Sec. 12.01. QI's application to become a QI, all Appendices to this Agreement and
know-your-customer rules included in a country attachment on IRS.gov relevant to QI
(or a branch of QI), and, if QI is an FFI, its FATCA requirements as a participating FFI,

registered deemed-compliant FFI, or registered deemed-compliant Model 1 IGA FFI,
are hereby incorporated into and made an integral part of this Agreement. This
Agreement constitutes the complete agreement between the parties. A QI may only
represent its status as a QI for payments described in this Agreement and may not act
as a QI for any payments without having the Agreement in effect for the applicable year.

Sec. 12.02. This Agreement may be amended by the IRS if the IRS determines that
such amendment is needed for the sound administration of the internal revenue laws or
internal revenue regulations. This Agreement will only be modified through published
guidance issued by the IRS and U.S. Treasury Department. Any such modification
imposing additional requirements will in no event become effective until the later of 90
days after the IRS provides notice of such modification or the beginning of the next
calendar year following the publication of such guidance.

Sec. 12.03. Any waiver of a provision of this Agreement is a waiver solely of that
provision. The waiver does not obligate the IRS to waive other provisions of this
Agreement or the same provision at a later date.
Sec. 12.04. This Agreement shall be governed by the laws of the United States. Any
legal action brought under this Agreement shall be brought only in a United States court
with jurisdiction to hear and resolve matters under the internal revenue laws of the
United States. For this purpose, QI agrees to submit to the jurisdiction of such United
States court.

Sec. 12.05. QI's rights and responsibilities under this Agreement cannot be assigned to
another person.

Sec. 12.06. Except as otherwise provided on QAAMS, all written notices sent to the
IRS by QI must be sent by either e-mail to lbi.fi.qiwpissues@IRS.gov or by registered,
first class airmail (with each such notice to include the QI's name, QI-EIN, GIIN (if
applicable), and the name of its responsible officer), addressed as follows:

Internal Revenue Service
Foreign Payments Practice
Foreign Intermediaries Program
290 Broadway, 12th Floor NW
New York, New York 10007-1867

Written notices provided to QI under this Agreement shall be sent by IRS by secure e-
mail to the responsible officer of the QI and all contact persons identified by QI.

Sec. 12.07. QI, acting in its capacity as a QI or in any other capacity, does not act as
an agent of the IRS, nor does it have the authority to hold itself out as an agent of the
IRS.

# SECTION 7. EFFECTIVE DATE

The effective date of the 2023 QI Agreement contained in section 6 of this
revenue procedure is on or after January 1, 2023.

# SECTION 8. PAPERWORK REDUCTION ACT

The collections of information contained in this revenue procedure have been
reviewed and approved by the Office of Management and Budget in accordance with
the Paperwork Reduction Act (44 U.S.C. 3507) under control number 1545-1597.

# SECTION 9. DRAFTING INFORMATION

The principal author of this revenue procedure is W. Shawver Adams of the
Office of Associate Chief Counsel (International). For further information regarding this
revenue procedure, contact John Sweeney at (202) 317-5002 (not a toll-free call) or,
with respect to QDDs, Peter Merkel or Karen Walny at (202) 317-6938 (not a toll-free
call).

APPENDIX I

General Instructions: QIs must provide the information and certifications described in
this Appendix I as applicable to their QI status and activities. The following Parts must
be completed by the specified QIs:

Part I: All QIs.
Part II: All QIs.
Part III: QIs eligible pursuant to section 10.07(A) and (B) of the QI agreement to
apply for a waiver of the periodic review requirement (as described in
section 10.07 of the QI agreement) and who wish to apply for such a
waiver. Under section 10.07(A) and (B) of the QI agreement, the following
QIs are not eligible for a waiver: (a) QIs that are NFFEs, (b) QIs that are
acting as QDDs (for calendar years after 2024), and (c) QIs that are part
of a consolidated compliance program.
Part IV.A: All QIs that have not applied for or have not been approved for a waiver.
Part IV.B-F: All QIs, excluding QIs that are only acting as QDDs and have no other QI
activities, that have not applied for or have not been approved for a
waiver.
Part V: All QIs that are acting as QDDs.
Part VI: All QIs that assume primary withholding responsibility for payments of
substitute interest, except QIs seeking a waiver in Part III of Appendix I. A
QI that assumes primary withholding responsibility for payments of
substitute interest and that applies for a waiver need not complete Part VI
of this Appendix I. Such QI should complete Parts I, II, and III of Appendix
I, and in Part III.B of Appendix I, include information relating to payments
of substitute interest for which the QI assumed primary withholding
responsibility (in addition to its other QI activities, other than its activities
as a QDD).
Part VII: All QIs acting as QIs with respect to PTP-related payments (as described
in Part VII), excluding QIs seeking a waiver in Part III of Appendix I. A QI
that makes any of the payments described in the preceding sentence and
that applies for a waiver need not complete Part VII of Appendix I and
should only complete Parts I, II, and III of this Appendix I.

A Compliance QI may complete Parts I and II for the QI members of its consolidated
compliance group. However, the factual information provided in Parts IV through VII
must be completed separately for each QI member in the consolidated compliance
group.

PART I. GENERAL INFORMATION

A. Did QI assume primary chapters 3 and 4 withholding responsibility for any calendar
year covered by the certification period (excluding withholding under chapter 3 or 4
on PTP distributions)? Y/N

B. Did QI assume primary Form 1099 reporting and backup withholding responsibility
for any calendar year covered by the certification period? Y/N

C. Did QI assume primary withholding responsibility for any payments of PTP
distributions or amounts realized from sales of PTP interests subject to section
1446(f) withholding for any calendar year covered by the certification period? Y/N

D. Did QI act as a Disclosing QI (as defined in Section 2.91(E) of the QI agreement) for
any payments of PTP distributions or amount realized from sales of PTP interests
subject to section 1446(f) withholding for any calendar year covered by the
certification period? Y/N

E. Is QI the Compliance QI for a consolidated compliance program? Y/N

1. If yes, provide the names and QI-EINs of the members of the consolidated
compliance group.

2. If yes, did each such member of the group consent to make QI its agent for
execution of a Form 872 on behalf of the member under section 10.02(B) of
the QI agreement?

F. PAIs and partnerships and trusts to which QI applied the joint account or agency
option during any time within the certification period:

1. The number of PAIs with whom QI has a PAI Agreement (if none enter 0).

a. Provide the names and addresses of those PAIs.

b. Each PAI has provided QI with a certification that it has maintained status
as a certified deemed-compliant FFI (other than a registered deemed-
compliant Model 1 IGA FFI) for the certification period, as required under
section 4.01 of the QI agreement. Y/N

c. Each PAI has provided QI with either (1) its information for inclusion in
QI's periodic review (as described in section 4.01(F) of the QI agreement)
or (2) a certification as described in section 10.03 of the QI agreement and
a periodic review report as described under section 10.06 of the QI
agreement for the certification period. Y/N

2. The number of partnerships or trusts to which QI applies the agency option
(if none enter 0).

a. Each partnership or trust to which QI applies the agency option has
provided QI with a certification that it has maintained status as a certified
deemed-compliant FFI (other than a registered deemed-compliant Model
1 IGA FFI), an owner-documented FFI with respect to QI, an NFFE, or an

exempt beneficial owner, or that it is covered as an account that is
excluded from the definition of financial account under Annex II of an
applicable IGA or under Treas. Reg. § 1.1471-5(a), as required under
section 4.06(A)(2) of the QI agreement. Y/N

b. Each partnership or trust to which QI applies the agency option pursuant
to section 4.06 of the QI agreement has provided QI with either (1) its
information for inclusion in QI's periodic review (as described in section
4.06(A)(5) of the QI agreement) or (2) a certification described in section
10.03 of the QI agreement and a periodic review report as required under
section 10.06 of the QI agreement for the certification period. Y/N

3. The number of partnerships or trusts to which QI applies the joint account
option (if none enter 0).

PART II: CERTIFICATION OF INTERNAL CONTROLS AND GENERAL
INFORMATION — To be Completed by All QIs. Complete Either A (Certification of
Effective Internal Controls) or B (Qualified Certification).

A. Certification of Effective Internal Controls

If the responsible officer has identified a material failure (as defined in section 10.03(B)
of the QI agreement) that QI has not corrected as of the date of this certification or an
event of default (as defined in section 11.06 of the QI agreement) applicable to the
certification period, QI cannot make the certification of effective internal controls under
this Part A and must make the qualified certification under Part B below.

Note: If a statement in this Part II.A is not applicable to QI, the responsible officer should
check the statement as if responding in the affirmative.

The responsible officer certifies to the following. Check each statement below to
confirm:

1. QI has established a compliance program that meets the requirements described
in section 10.02(A) or 10.02(B) (if applicable) of the QI agreement that is in effect
as of the date of the certification and during the certification period.

2. Based on the information known (or information that reasonably should have
been known) by the responsible officer, including the findings of any procedure,
process, review, or certification undertaken in preparation for the responsible
officer's certification of internal controls, QI maintains effective internal controls
over its documentation, withholding, and reporting obligations under the QI
agreement and according to its applicable FATCA requirements with respect to
accounts for which it acts as a QI (and acts as a QI for only payments permitted
under the QI agreement).

3. Based on the information known (or information that reasonably should have
been known) by the responsible officer, including the findings of any procedure,
process, review, or certification undertaken in preparation for the responsible
officer's certification of internal controls, there are no material failures, as defined
in section 10.03(B) of the QI agreement. If there are any material failures, they
have been corrected as of the date of this certification and disclosed in this
certification. See Part II.D.3 of this Appendix I.

4. With respect to any failure to withhold, deposit, or report, to the extent required
under the QI agreement, QI has corrected such failure by paying any taxes due
(including interest and penalties) and filing the appropriate return (or amended
return).

5. All PAIs of QI and partnerships and trusts to which QI applies the agency option
have either (a) provided (or will provide, to the extent QI does not obtain a waiver
under section 10.07 of the QI agreement) documentation and other necessary
information for inclusion in the QI's periodic review or (b) provided the
responsible officer of QI with a certification of effective internal controls described
in Part II.A of Appendix I to the QI agreement and have represented to QI that
there are no material failures, or, if there are such failures, they have been
corrected as of the time of this certification, and the PAIs, partnerships, or trusts
have disclosed any such failures to QI and provided QI with a remediation plan
as described in Part II.B.3 of this Appendix I.

6. QI's policies, procedures, and processes are applied consistently to all branches
covered by the QI agreement (except as otherwise required by a jurisdiction's
AML/KYC procedures, as applicable).

7. If QI is acting as a QI and has assumed primary withholding responsibility with
respect to payments of substitute interest (as described in section 3.03(A) of the
QI agreement), QI has assumed primary withholding responsibility for all such
payments covered by the QI agreement.

8. If QI is acting as a QI with respect to payments of PTP distributions or amounts
realized from sales of PTP interests, QI has implemented procedures to comply
with the withholding and reporting requirements for those payments, including the
reporting required under Section 8.07 of the QI agreement and the procedures
for collecting U.S. TINs from account holders holding PTP interests specified in
section 5.01(A) of the QI agreement.

9. A periodic review was conducted for the certification period in accordance with
section 10.04 of the QI agreement, with the review report submitted with this
certification as required by section 10.06 of the QI agreement.

10. If in making this certification for 2023 or 2024 the QI relied on the good faith
standard with respect to any section 871(m) transactions included in the periodic

review, the QI disclosed the information required by section 10.01(C) of the QI
agreement with this certification.

B. Qualified Certification

If the responsible officer has identified a material failure (as defined in section 10.03(B)
of the QI agreement) that QI has not corrected as of the date of this certification or an
event of default (as defined in section 11.06 of the QI agreement) applicable to the
certification period, check the applicable statements below to confirm:

1. The responsible officer (or designee) has determined that there are one or more
material failures that have not been corrected as of the date of this certification
or has identified an event of default with respect to QI's compliance, its PAI's
compliance, or the compliance of a partnership or trust to which QI applies the
agency option.

2. With respect to any failure to withhold, deposit, or report, to the extent required
under the QI agreement, QI will correct such failure by paying any taxes due
(including interest and penalties) and filing the appropriate return (or amended
return).

3. The responsible officer (or an officer of the PAI or partnership or trust to which
QI applies the agency option if the PAI or partnership or trust performs its own
periodic review) will respond to any notice of default (if applicable) and has
provided with this certification a remediation plan to correct each material failure
or event of default that contains the following information:

a. A description of each material failure or event of default;

b. How and when the material failure or event of default was identified;

c. If a tax deficiency resulted from a material failure or event of default and,
if so, whether the deficiency was satisfied (including interest and any
penalties);

d. The steps taken to remediate the material failure or event of default
(including a timeline of steps);

e. The steps taken to prevent the material failure or event of default from
recurring (including a timeline of the steps); and

f. Whether the material failure or event of default affects a prior or
subsequent review period.

C. Amended Form 1042

1. QI filed an amended Form 1042 to report additional tax liability based on the
results of the periodic review or the findings of any other procedure, process, or
review undertaken by the responsible officer in preparation for making a
certification of effective internal controls or qualified certification. Y/N

D. Material Failures

Check the applicable statements to confirm. If QI is a Compliance QI and identifies a
material failure, it should also indicate which QI in the consolidated compliance group is
associated with the material failure.

For calendar years 2023 and 2024, a material failure relevant to a QDD has not
occurred unless the QDD failed to make a good faith effort to comply with the
regulations under sections 871(m), 1441, 1461, and 1473 (the "section 871(m)
regulations") and the relevant provisions of the QI agreement. In calendar years 2023
or 2024, a QI will not be considered to have a material failure with respect to a delta-one
section 871(m) transaction unless the QI failed to make a good faith effort to comply
with the section 871(m) regulations. In calendar year 2025, a QI will not be considered
to have a material failure with respect to a non-delta-one section 871(m) transaction
unless the QI failed to make a good faith effort to comply with the section 871(m)
regulations. Notwithstanding the foregoing, QI may only rely on the good faith standard
if QI discloses any section 871(m) transactions included in the review that QI believes
should be subject to the good faith standard and includes a brief description of the
reason QI needs to rely on the good faith standard, how QI will address it, and why the
good faith standard should apply.

1. The responsible officer has determined that as of the date of the review, there
are no material failures with respect to QI's compliance with the QI agreement.

2. The responsible officer has determined that as of the date of the review, there
are one or more material failures with respect to QI's compliance with the QI
agreement and that appropriate actions have been or will be taken to prevent
such failures from reoccurring.

a. The following material failures were identified:

i. QI's establishment of, for financial statement purposes, a tax
reserve or provision for a potential future tax liability related to QI's
failure to comply with the QI agreement, including its FATCA
requirements as a participating FFI, registered deemed-compliant
FFI, or registered deemed-compliant Model 1 IGA FFI, and with
respect to QI that is acting as a QDD, failure to satisfy its QDD tax
liability and its obligations pursuant to section 871(m) and the
regulations under that section.

ii. QI's failure to establish written policies, procedures, or systems
sufficient for the relevant personnel of QI to take actions consistent
with QI's obligations under the QI agreement, or if QI is acting as a
QDD, its obligations as a QDD under the QI agreement and
pursuant to section 871(m) and the regulations under that section.

iii. A criminal or civil penalty or sanction imposed on QI (or any branch
or office thereof) by a regulator or other governmental authority or
agency with oversight over QI's compliance with AML/KYC
procedures to which QI (or any branch or office thereof) is subject
and that is imposed due to QI's failure to properly identify account
holders under the requirements of those procedures.

iv. A finding (including a finding noted in the periodic review report
described in section 10.06 of the QI agreement) that, for one or
more years covered by the QI agreement, QI failed to:

1. Withhold an amount that QI was required to withhold under
chapter 3 or 4 or under section 3406 as required under
section 3 of the QI agreement or, if QI is acting as a QDD,
failing to timely pay its QDD tax liability;

2. Provide information sufficient for another withholding agent
to perform withholding and reporting to the extent required
when QI does not assume primary chapters 3 and 4
withholding responsibility or primary Form 1099 reporting
and backup withholding responsibility;

3. Provide allocation information as described in section
6.03(D) of the QI agreement (regarding U.S. non-exempt
recipient account holders) by January 15, as required by that
section when QI applies the alternative withholding rate pool
procedures;

4. Make deposits in the time and manner required by section
3.08 of the QI agreement or make adequate deposits to
satisfy its withholding obligations or, if QI is acting as a QDD,
timely satisfy its QDD tax liability, taking into account the
procedures under section 9 of the QI agreement;

5. Report or report accurately on Forms 1099 as required
under section 8.06 of the QI agreement or provide
information to the extent QI does not assume primary Form
1099 reporting and backup withholding responsibilities;

6. Report or report accurately on Forms 1042 and 1042-S
under sections 7 and 8 of the QI agreement;

7. Report or report accurately on Form 8966 under sections
8.04 and 8.05 of the QI agreement;

8. Withhold an amount required to be withheld or report
accurately with respect to U.S. source substitute dividend
payments or make timely and adequate deposits of tax due
with respect to such payments for which QI is a QSL and
acts as a dealer or intermediary;

9. Withhold an amount that QI was required to withhold on a
payment of an amount realized from the sale of a PTP
interest or on a PTP distribution as required under section 3
of the QI agreement or provide correct information to a
withholding agent or broker when QI does not assume
primary withholding responsibility for either payment under
section 3.02 of the QI agreement; or

10. Comply with the requirements of sections 5.01(A) and 8.07
of the QI agreement with respect to one or more account
holders that are partners holding PTP interests (including for
purposes of section 8.07 account holders of another
intermediary when QI acts as an agent for meeting these
requirements).

v. Other (include a detailed explanation).

3. The material failure identified in the review has been corrected by the time of this
certification. Y/N/NA

a. If yes, describe the steps taken to correct the material failure.

4. Did any PAI of QI inform QI that it had a material failure with respect to its
agreement with QI? Y/N/NA

a. If yes, provide the name of the PAI, and, based on the information
provided by PAI, describe the steps taken to correct the material failure or
the proposed steps to be taken to correct the material failure and the
timeframe for completing such steps.

5. Did any partnerships or trusts to which QI applies the agency and/or joint account
option inform QI that they had a material failure with respect to their obligations
as described in the QI agreement? Y/N/NA

a. If yes, provide the name of the partnership or trust, and, based on the
information provided by the partnership or trust, describe the steps taken
to correct the material failure or the proposed steps to be taken to correct
the material failure and the timeframe for completing such steps.

E. Events of Default

Check the applicable statements to confirm. If QI is a Compliance QI and identifies an
event of default, it should also indicate which QI in the consolidated compliance group is
associated with the event of default.

1. The responsible officer has determined that, as of the date of the review, there
are no events of default with respect to QI's compliance with the QI agreement.

2. The responsible officer has determined that, as of the date of the review, there
are one or more events of default as defined in section 11.06 of the QI
agreement.

a. The following events of default were identified:

i. QI failed to implement adequate procedures, accounting systems,
and internal controls to ensure compliance with the QI agreement;

ii. QI underwithheld a material amount of tax that QI was required to
withhold under chapter 3, section 1446(a), section 1446(f), or
chapter 4, or backup withhold under section 3406 and failed to
correct the underwithholding or to file an amended Form 1042 or
945 reporting, and paying, the appropriate tax;

iii. QI made excessive refund claims;

iv. Documentation described in section 5 of the QI agreement was
lacking, incorrect, or unreliable for a significant number of direct
account holders;

v. QI filed Forms 945, 1042, 1042-S, 1099, or 8966 that were
materially incorrect or fraudulent, or failed to comply materially with
the requirements of section 8.07 of the QI agreement with respect
to account holders that are partners holding PTP interests
(including account holders of another intermediary when QI acts as
an agent for meeting these requirements);

vi. If QI is an FFI, QI failed to materially comply with its FATCA
requirements as a participating FFI, registered deemed-compliant
FFI, or registered deemed-compliant Model 1 IGA FFI;

vii. If QI is a sponsoring entity, QI failed to materially comply with the
due diligence, withholding, reporting, and compliance requirements
of a sponsoring entity;

viii. QI failed to materially comply with the requirements of a
nonqualified intermediary under chapters 3 and 61 and section
3406 with respect to any account for which QI does not act as a QI;

ix. QI failed to perform a periodic review when required or document
the findings of such review in a written report;

x. QI failed to cooperate with the IRS on its compliance review
described in section 10.08 of the QI agreement;

xi. QI failed to inform the IRS of any change in the applicable know-
your-customer rules within 90 days of the change becoming
effective;

xii. QI failed to inform the IRS within 90 days of any significant change
in its business practices to the extent that change affects QI's
obligations under the QI agreement;

xiii. QI failed to inform the IRS of any PAI of QI, as described in section
4 of the QI agreement;

xiv. QI failed to cure a material failure identified in the qualified
certification described in Part II.B of Appendix I to the QI agreement
or identified by the IRS;

xv. QI made any fraudulent statement or a misrepresentation of
material fact with regard to the QI agreement to the IRS, a
withholding agent, or QI's reviewer;

xvi. The IRS determined that QI's reviewer is not sufficiently
independent, as described in the QI agreement, to adequately
perform its review function, and QI failed to arrange for a periodic
review conducted by a reviewer approved by the IRS;

xvii. An intermediary with which QI has a PAI agreement was in default
with that agreement and QI failed to terminate that agreement
within the time period specified in section 4.04 of the QI agreement;

xviii. A partnership or trust to which QI applied the agency option was in
default with that agreement and QI failed to terminate that
agreement within the time period specified in section 4.06 of the QI
agreement;

xix. If QI is acting as a QDD, QI failed to timely pay a material amount
of its QDD tax liability and failed to correct the underpayment and
pay the appropriate tax amount; or

xx. Other (please describe).

F. Significant Change in Circumstances

Check the applicable statements to confirm.

1. For the most recent certification period, the periodic review has not identified any
significant change in circumstances, as described in section 11.04(A), (D), or (E)
of the QI agreement.

2. For the most recent certification period, the periodic review has identified the
following significant change(s) in circumstances:

a. An acquisition of all, or substantially all, of QI's assets in any transaction in
which QI is not the surviving legal entity.

b. A material change in the applicable know-your-customer rules and
procedures.

c. A significant change in QI's business practices that affects QI's ability to
meet its obligations under the QI agreement.

d. If QI is acting as a QDD, QI ceases to qualify as an eligible entity,
including as a result of a change in its business or regulatory status.

e. Other.

3. Describe any significant changes in circumstances identified in Question 2 (and,
if 2.d is selected, include the date on which the QI ceased to qualify as an eligible
entity).

G. Chapter 4 Status

Complete the applicable section and check the applicable statement to confirm.

Participating FFIs

1. For the most recent certification period under the QI agreement, QI (or a branch
of QI) has obtained status as a participating FFI and made the following
certification of compliance with respect to its FFI agreement for the most recent
certification period under the FFI agreement (check one). Note: You may only
check N/A if, during the certification period, your chapter 4 status changed from

one of the other applicable chapter 4 statuses to participating FFI or if your
certification under the FFI agreement is not due as of the date of this certification.

a. Certification of Effective Internal Controls

b. Qualified Certification

c. N/A

Registered Deemed-Compliant FFIs

1. For the most recent certification period under the QI agreement, QI certified as
required under Treas. Reg. § 1.1471-5(f)(1)(ii)(B) or Annex II of an applicable
Model 2 IGA that it has satisfied the requirements for the deemed-compliant FFI
status claimed.

Registered Deemed-Compliant Model 1 IGA FFIs

1. For the most recent certification period under the QI agreement, QI (or a branch
of QI) has been resident in or organized under the laws of a jurisdiction that has
in place a Model 1 IGA with the United States (or in the case of a branch of QI,
the branch operates in the jurisdiction) and has met the requirements under the
IGA to be treated as a deemed-compliant FFI.

PART III. WAIVER OF PERIODIC REVIEW

Provide the below information for the most recent calendar year within the
certification period. For calendar years 2023 and 2024, exclude QI's QDD
activities from the below information. Also provide the information shown in
Appendix III of the QI agreement for each year of the certification period.

For Parts B.1 through 6, the information reported must not reflect any curing that
is initiated, by contacting an account holder for revised documentation, after the
last year covered by the periodic certification.

Note: In order to be eligible for a waiver, QI must be able to confirm all of the
eligibility requirements in Part A are met.

For purposes of this Part, "account" means, unless otherwise specified, any account for
which QI acts as a QI.

A. Eligibility for Waiver (check each statement to confirm)

1. QI is an FFI and, for calendar years after 2024, is not acting as a QDD;

2. QI is not part of a consolidated compliance program;

3. For each calendar year covered by the certification period, the reportable
amounts received by QI do not exceed $5 million (including the amount of PTP
distributions subject to withholding under chapter 3 or 4);

4. QI timely filed its Forms 1042, 1042-S, 945, 1099, and 8966, (or the reporting
otherwise required under an applicable IGA), as applicable, for all calendar years
covered by the certification period;

5. QI made all periodic certifications and reviews required by sections 10.02 and
10.03 of the QI agreement, as well as all certifications required pursuant to QI's
FATCA requirements as a participating FFI, registered deemed-compliant FFI, or
registered deemed-compliant Model 1 IGA FFI.

B. Information required (provided for the most recent calendar year within the
certification period)

1. The total number of accounts

a. Total number of direct account holders

i. Foreign persons

ii. U.S. exempt recipients

iii. U.S. non-exempt recipients

iv. Intermediaries and flow-through entities

b. Total number of indirect account holders

i. Foreign persons

ii. U.S. exempt recipients

iii. U.S. non-exempt recipients

iv. Intermediaries and flow-through entities

2. The total number of U.S. account holders that received reportable payments.

3. The total number of non-U.S. account holders that received reportable amounts.

4. The total number of such accounts that have valid documentation.

5. The total number of accounts that have no documentation or invalid
documentation.

6. The total number of Forms 1042-S filed by QI.

7. Total of reportable amounts received for non-U.S. accounts.

8. Total of reportable payments received for U.S. accounts.

9. Total PTP distributions received by QI subject to withholding under §1446(a)
(regardless of whether paid to a U.S. partner).

10. Total of amounts realized received by QI from sales of PTP interests.

11. The aggregate amount of tax withheld under chapter 3 and 4 (by QI or QI's
withholding agent(s), including withholding under chapter 3 and 4 on PTP
distributions).

12. The aggregate amount of tax withheld under sections 1446(a) and (f) (by QI or
QI's withholding agent(s)).

13. The total number of Forms 1099 filed by QI.

14. The aggregate amount of backup withholding under section 3406 by QI or QI's
payor(s).

PART IV. PERIODIC REVIEW: QI FACTUAL INFORMATION— To be completed by
all QIs that have not applied for or obtained a waiver.

If QI acts solely as a QDD and has no other QI activities, QI is not required to
complete Part IV.B through F.

Note: For completing sections C, D, E, F and G of this Part IV, QI should exclude
any information with respect to payments (and related withholding) applicable to
income code 27 (PTP distributions subject to section 1446(a)), income code 57
(amounts realized under section 1446(f), including when associated with a PTP
distribution), and income code 58 (PTP distribution with undetermined income)
(collectively, "PTP-related payments"). See Form 1042-S for these income codes.
A PTP-related payment includes a payment included in any of these codes made
to an account holder that is a U.S. person and otherwise without regard to
whether withholding is required on the payment. PTP-related payments are
covered in Part VII of this Appendix I

A. General Information

1. Did QI use an external reviewer to conduct any portion of its periodic review? Y/N

2. Provide below the information for external reviewer(s). You may list up to 2
external reviewers.

a. External Reviewer 1 Information:

b. External Reviewer 2 information:

3. Did QI use an internal reviewer to conduct any portion of its periodic review? Y/N

a. If yes, provide a brief description of the internal reviewer, such as their
department and other roles and responsibilities with respect to QI's QI
activities.

4. Calendar year reviewed for periodic review.

Caution: On the due date for reporting the factual information relating to the periodic
review (provided in section 10.04 of the QI agreement), there must be 15 or more
months available on the statutory period for assessment for taxes reportable on Form
1042 of the calendar year for which the review was conducted, or the QI must submit,
upon request by the IRS, a Form 872, Consent to Extend the Time to Assess Tax, that
will satisfy the 15-month requirement. The Form 872 must be submitted to the IRS at
the address provided in section 12.06 of the QI agreement.

B. General Information on Accounts and Review of Accounts

For Parts B through G, while the curing of documentation is permissible, unless
otherwise indicated, the information reported shall be based on the periodic review and
should not take into account the curing of documentation that resulted from the periodic
review. For purposes of this Part, "account" means, unless otherwise specified, any
account for which QI acts as a QI. However, do not include accounts for purposes of
Parts C through F that are reportable in Parts V through VII of this Appendix I.

1. Did QI assume primary chapters 3 and 4 withholding responsibility for any
accounts for the calendar year provided in Question 4 in Part A, above? Y/N

2. Did QI assume primary Form 1099 reporting and backup withholding
responsibility for any accounts for the calendar year provided in Question 4 in
Part A, above? Y/N

3. Total accounts reviewed for periodic review.

4. Did QI use a statistical sampling method in conducting the review of its
accounts? Y/N/NA

a. If yes, was it the safe harbor method under Appendix II to the QI
agreement?

b. If no, describe the method used.

5. Total accounts reviewed that received reportable amounts.

If you used the safe harbor method set forth in Appendix II, complete the following table:

Stratum A Stratum B Stratum C Stratum D
Number of Accounts in the
Population

Number of Accounts in the Sample
Total Underwithholding in the
Sample Post-Curing

C. Documentation

1. Total accounts reviewed held by direct account holders.

2. Total accounts reviewed held by indirect account holders.

3. Total accounts reviewed with valid documentation.

4. Total accounts reviewed with invalid documentation or no documentation.

a. Total pre-curing:

b. Total post-curing:

5. Total accounts reviewed with invalid documentation or no documentation for
which valid documentation or additional valid documentation was obtained after
the review.

6. Total accounts reviewed for which treaty benefits were claimed.

7. Total accounts reviewed for which treaty benefits were claimed where QI did not
obtain sufficient documentation to establish the payee's entitlement to treaty
benefits (including, where applicable, the treaty statement and limitation on
benefits information required by section 5.03(B) of the QI agreement).

a. Total pre-curing:

b. Total post-curing:

8. Total accounts reviewed held by U.S. non-exempt recipient account holders.

9. Total accounts held by U.S. non-exempt recipient account holders reviewed for
which QI has obtained a valid Form W-9.

10. If QI has not assumed primary Form 1099 reporting and backup withholding
responsibility, total accounts held by U.S. non-exempt recipient account holders
reviewed for which QI has transmitted Forms W-9 to a withholding agent.

11. Total accounts reviewed assigned to chapter 3 or chapter 4 withholding rate
pools.

12. Total accounts reviewed assigned to chapter 3 or chapter 4 withholding rate
pools where QI did not correctly report withholding rate pool information to a
withholding agent.

13. Total accounts reviewed that are U.S. accounts (or U.S. reportable accounts
under an applicable IGA) (if applicable).

14. Total accounts reviewed that are U.S. accounts (or U.S. reportable accounts
under an applicable IGA) for which QI has obtained a valid Form W-9 or, if
applicable, a valid self-certification.

D. Withholding

1. The aggregate amount reported as withheld under chapter 3 by QI on Forms
1042-S.

2. Number of accounts for which amounts were withheld under chapter 3.

3. The aggregate amount reported as withheld under chapter 4 by QI on Forms
1042-S.

4. Number of accounts for which amounts were withheld under chapter 4.

5. The aggregate amount reported as withheld by QI on Forms 1099.

6. Number of accounts for which amounts were backup withheld under section
3406.

7. Additional withholding required under chapter 3 based on results of periodic
review.

a. Total pre-curing:

b. Total post curing:

8. Additional withholding required under chapter 4 based on results of periodic
review.

a. Total pre-curing:

b. Total post-curing:

9. Additional backup withholding required under section 3406 based on results of
periodic review.

a. Total pre-curing:

b. Total post-curing:

10. The aggregate amount of deposits made in accordance with section 3.08 of the
QI agreement.

11. Number of partnerships or trusts to which the joint account treatment of section
4.05 of the QI agreement was applied.

a. Total accounts to which joint account treatment applied for which
appropriate documentation was obtained and the appropriate rate of
withholding was applied.

b. Total accounts to which joint account treatment applied for which
appropriate documentation was obtained and the appropriate rate of
withholding was not applied.

c. Total accounts to which joint account treatment applied for which
appropriate documentation was not obtained and the appropriate rate of
withholding was not applied.

i. Total pre-curing:

ii. Total post-curing:
d. Aggregate amount of underwithholding resulting from the appropriate rate
of withholding not being applied with respect to an account to which the
joint account treatment applied.

i. Total pre-curing:

ii. Total post-curing:

E. Reconciliation of Reporting on Payments of Reportable Amounts

1. The aggregate amount reported paid to QI (as a recipient) on all Forms 1042-S
issued to QI.

2. The aggregate amount reported paid by QI on Forms 1042-S to QI's chapter 4
reporting pools (other than the U.S. payee pool) (including a chapter 4 reporting
pool of a PAI or a partnership or trust to which QI applies the agency option).

3. The aggregate amount reported paid by QI on Forms 1042-S to QI's chapter 4
reporting pool-U.S. payee pool.

4. The aggregate amount reported paid by QI on Forms 1042-S to QI's chapter 3
reporting pools (including chapter 3 reporting pools of a PAI or partnership or
trust to which QI applies the joint account or agency option).

5. The aggregate amount reported paid by QI on Forms 1042-S to other QIs
(excluding QIs that are acting as QDDs), QSLs, and WPs and WTs as a class.

6. The aggregate amount reported paid by QI on Forms 1042-S to QIs that are
acting as QDDs.

7. The aggregate amount reported paid by QI on Forms 1042-S to participating
FFIs, registered deemed-compliant FFIs, and registered deemed-compliant
Model 1 IGA FFIs that are intermediaries or flow-through entities as a class and
with respect to their chapter 4 reporting pools (excluding amounts referenced in
Questions 5 and 6 directly above).

8. The aggregate amount reported paid by QI on Forms 1042-S to indirect account
holders (not included in Question 2 or 7 above and including an account holder of
an intermediary or flow through entity reported by QI as made to an unknown
recipient on Form 1042-S).

9. The aggregate amount subject to reporting on Form 1042-S paid by QI to U.S.
non-exempt recipients as a class not includable in a chapter 4 withholding rate
pool of QI.

10. The aggregate amount subject to reporting on Form 1042-S paid by QI to U.S.
exempt recipients as a class not includable in a chapter 4 withholding rate pool of
QI.

11. The aggregate amount paid by QI to its direct account holders (including account
holders of any PAI or partner, beneficiary, or owner of a partnership or trust to
which QI applies the joint account or agency option) that requested individual
Form(s) 1042-S.

12. Total of questions 2 through 11.

13. The amount of variance (if Question 1 minus Question 12 is other than 0) and
attach an explanation for any variance.

F. Reconciliation of Withholding on Reportable Amounts

1. The aggregate amount reported as withheld by another withholding agent on
Forms 1042-S issued to QI (as a recipient).

2. The aggregate amount reported by QI as withheld by QI on Forms 1042-S filed
by QI.

3. The total withholding reported by QI on Forms 1042-S.

4. Amount of variance (if question 1 plus question 2 does not equal question 3) and
attach an explanation for any variance.

5. The aggregate amount reported by QI as amounts it backup withheld on Forms
1099.

6. If QI did not assume primary withholding responsibility and amounts are entered
for questions 2 or 5, attach an explanation of any underwithholding that occurred
by the withholding agent.

7. If QI assumed primary withholding responsibility and an amount is entered for
question 1, attach an explanation of the amount withheld by others.

8. The aggregate amount of any collective claims for refund or credit made by QI.

9. For question 8 directly above, the amount of credit or refund claimed by QI for
account holders not supported by appropriate documentation for reduced
withholding.

G. Other Information (including reporting of U.S. account holders).

1. The aggregate number of Forms 1099 QI failed to file (when required) with
respect to account holders receiving reportable payments.

2. The aggregate number of Forms 8966 (or analogous forms under an applicable
IGA) that QI failed to file under its applicable requirements as an FFI (for
accounts receiving reportable payments).

3. The number of Forms 1099 and Forms 8966 (or analogous forms under an
applicable IGA) that QI filed but that failed to include accurate information on the
income and other information required.

4. If QI acted as a QSL or otherwise assumed primary withholding responsibility for
a payment of U.S. source substitute dividends as an intermediary, indicate
whether QI has a policy in effect to assume primary withholding responsibility for
all such payments. Y/N

Part V. Qualified Derivatives Dealers

[RESERVED]

Part VI. Substitute Interest

Complete only if QI has assumed primary withholding responsibility for payments
of substitute interest (as described in section 3.03(A) of the QI agreement).

A. General Information

1. Total number of accounts receiving substitute interest payments.

2. Total number of accounts receiving substitute interest reviewed as part of the
periodic review.

B. Documentation

1. Total accounts reviewed with valid documentation.

2. Total accounts reviewed with invalid documentation or no documentation for
which documentation or additional documentation was obtained after the initial
review.

3. Total accounts reviewed for which treaty benefits were claimed.

4. Total accounts reviewed for which treaty benefits were claimed where QI did not
obtain sufficient documentation to establish the payee's entitlement to treaty
benefits (including, where applicable, the treaty statement and limitation on
benefits information required by section 5.03(B) of the QI agreement).

5. Total accounts reviewed held by U.S. non-exempt recipient account holders.

6. Total accounts reviewed held by U.S. non-exempt recipient account holders for
which QI has obtained a valid Form W-9.

C. Withholding

1. The aggregate amount reported as withheld under chapter 3 by QI on Forms
1042-S with respect to substitute interest payments.

2. Number of accounts for which amounts were withheld under chapter 3 with
respect to substitute interest payments.

3. The aggregate amount reported as withheld under chapter 4 by QI on Forms
1042-S with respect to substitute interest payments.

4. Number of accounts for which amounts were withheld under chapter 4 with
respect to substitute interest payments.

5. Additional withholding required under chapter 3 based on results of periodic
review.

6. Additional withholding required under chapter 4 based on results of periodic
review.

7. Aggregate amount reported as withheld on Forms 1099 on reportable payments
(including reportable amounts) subject to backup withholding.

8. Additional backup withholding required based on results of periodic review.

9. The aggregate amount of deposits made in accordance with section 3.08 of the
QI agreement with respect to substitute interest payments.

D. Reporting

1. Total amount of interest or substitute interest payments received for which QI
represented itself as assuming primary withholding responsibility.

2. Aggregate amount of substitute interest payments made.

3. Total amount of payments in Question 2 that were reported on Forms 1099.

4. Total amount of payments in Question 2 that were amounts subject to chapter 3
reporting reported on Form 1042-S.

5. Total amount of payments in Question 2 that were amounts subject to chapter 4
reporting reported on Form 1042-S.

6. Aggregate amount of any claims for credit or refund made by QI with respect to
payments of substitute interest.

Part VII. PTP-Related Payments

Complete this Part only to the extent QI acts as a QI with respect to PTP-related
payments (payments included in each below income code shown on Form 1042-
S, but including when made to an account holder that is a U.S. person and
otherwise without regard to whether withholding is required on the payment). All
of the information for this Part VII relates only to PTP-related payments, unless
indicated otherwise. For amounts subject to chapter 3 or 4 withholding
attributable to a PTP distribution and account documentation reviewed with
respect to those payments (and reporting of underwithholding on those
payments), report those amounts in Part IV of this Appendix I.

A. General Information

1. Total number of accounts that received a PTP-related payment applicable to
each below income code.

a. 27:

b. 57:

c. 58:

2. Total number of accounts reviewed as part of the periodic review that received a
PTP-related payment applicable to each below income code.

a. 27:

b. 57:

c. 58:

3. Total number of accounts reviewed as part of the periodic review that received a
PTP-related payment for which the procedures of Section 8.07 of the QI
agreement were not satisfied with respect to the partner associated with the
account.

B. Disclosing QI

1. Did QI act as a Disclosing QI for PTP-related payments for the periodic review
year? Y/N

If yes, complete the following questions with respect to payments received by QI acting
as a Disclosing QI. Otherwise, go to the next section of this Part VII.

2. Total number of accounts that received a PTP-related payment applicable to
each below income code.

a. 27:

b. 57:

c. 58:

3. Total number of accounts reviewed as part of the periodic review that received a
PTP-related payment applicable to each below income code.

a. 27:

b. 57:

c. 58:

4. Total number of accounts for which the Disclosing QI withheld on a PTP-related
payment to comply with Section 3.02(C) of the QI agreement.

5. Total amount of withholding by the Disclosing QI to comply with Section 3.02(C)
of the QI agreement.

C. QI Assuming Primary Withholding Responsibility

1. Did QI assume primary withholding responsibility for any PTP-related payments
for the periodic review year? Y/N

If yes, complete the following questions for payments for which QI assumed primary
withholding responsibility. Otherwise, go to the next section of this Part VII.

2. Total number of accounts that received a PTP-related payment applicable to
each below income code.

a. 27:

b. 57:

c. 58:

3. Total number of accounts reviewed as part of the periodic review that received a
PTP-related payment applicable to each below income code.

a. 27:

b. 57:

c. 58:

4. Total number of accounts holding a PTP interest for which QI determined the
applicability of the "10-percent exception" of §1.1446(f)-4(b)(3) for one or more
PTP-related payments.

D. QI Providing Withholding Rate Pools

1. Did QI provide withholding rate pool information to a withholding agent for any
PTP-related payments for the periodic review year? Y/N

If yes, complete the following questions with respect to payments for which QI provided
withholding rate pool information. Otherwise, go to the next section of this Part VII.

2. Total number of accounts that received a PTP-related payment applicable to
each below income code.

a. 27:

b. 57:

c. 58:

3. Total number of accounts reviewed as part of the periodic review that received a
PTP-related payment applicable to each below income code.

a. 27:

b. 57:

c. 58:

E. Documentation

Note: Reporting for this Part E should include, in addition to each QI Account, partners
in a partnership certifying to a modified amount realized for purposes of section 1446(f)
and grantors and owners of a trust receiving an amount subject to withholding under
section 1446(a) or (f).

1. Total accounts reviewed with valid documentation with respect to PTP-related
payments for purposes of section 1446(a) or (f) (as applicable).

2. Total accounts reviewed with respect to PTP-related payments for which an
account holder's (or partner's) U.S. status was incorrectly determined by QI for
purposes of section 1446(a) or (f) (as applicable).

3. Total accounts reviewed with respect to PTP-related payments for which treaty
benefits were claimed where QI did not obtain sufficient documentation to
establish the payee's entitlement to treaty benefits for purposes of section
1446(a) or (f) (as applicable, including, where applicable, the treaty statement
and limitation on benefits information required by section 5.03(B) of the QI
agreement).

4. Total number of accounts reviewed for which QI incorrectly determined the
applicability of the "10-percent exception" of §1.1446(f)-4(b)(3) for one or more
PTP-related payments (for a QI assuming primary withholding responsibility
only).

5. Total accounts reviewed with respect to PTP-related payments for which the
invalid documentation was otherwise relied on by QI for purposes of section
1446(a) or (f) (as applicable) (excluding accounts described in sections E.2
through E.4 directly above).

6. Total accounts reported in this section E for which the documentation was invalid
solely due to the absence of a U.S. TIN.

F. Withholding

1. The aggregate amount reported as withheld by another withholding agent on
Forms 1042-S issued to QI (as a recipient) for payments of PTP distributions
under income code 27.

2. The aggregate amount reported by QI as withheld by QI on Forms 1042-S for
payments of PTP distributions under income code 27.

3. The total withholding reported by QI on Forms 1042-S for payments of PTP
distributions under income code 27.

4. Amount of variance (if question 1 plus question 2 does not equal question 3) and
attach an explanation for any variance.

5. The aggregate amount reported as withheld by another withholding agent on
Forms 1042-S issued to QI (as a recipient) for payments of amounts realized
from the sale of PTP interests under income code 57.

6. The aggregate amount reported by QI as amounts it withheld on Forms 1042-S
for payments of amounts realized from the sale of PTP interests under income
code 57.

7. The total withholding reported by QI on Forms 1042-S for payments of amounts
realized from the sale of PTP interests under income code 57.

8. Amount of variance (if question 5 plus question 6 does not equal question 7) and
attach an explanation for any variance.

9. The aggregate amount reported as withheld by another withholding agent on
Forms 1042-S issued to QI (as a recipient) for payments of PTP distributions
under income code 58.

10. The aggregate amount reported by QI as amounts it withheld on Forms 1042-S
for payments of PTP distributions under income code 58.

11. The total withholding reported by QI on Forms 1042-S for payments of PTP
distributions under income code 58.

12. Amount of variance (if question 9 plus question 10 does not equal question 11)
and attach an explanation for any variance.

13. Additional withholding required under section 1446(a) based on the results of the
periodic review for payments of PTP distributions reportable on Form 1042-S
under income code 27.

a. Total pre-curing:

b. Total post-curing:

14. Additional withholding required under section 1446(f) based on the results of the
periodic review for payments of amounts realized from the sale of PTP interests
reportable on Form 1042-S under income code 57.

a. Total pre-curing:

b. Total post-curing:

15. Additional withholding required under section 1446(a) based on the results of the
periodic review for payments of PTP distributions reportable on Form 1042-S
under income code 58.

a. Total pre-curing:

b. Total post-curing:

G. Reconciliation of Reporting on PTP-Related Payments

1. The aggregate amount reported as paid to QI on all Forms 1042-S issued to QI
(as a recipient) with income code 27.

2. The aggregate amount reported as paid by QI on all Forms 1042-S filed by QI
with income code 27.

3. Amount of variance (if question 1 does not equal question 2) and attach an
explanation for any variance.

4. The aggregate amount reported as paid to QI on all Forms 1042-S issued to the
QI (as a recipient) with income code 57.

5. The aggregate amount reported as paid by QI on all Forms 1042-S filed by QI
with income code 57.

6. Amount of variance (if question 4 does not equal question 5) and attach an
explanation for any variance.

7. The aggregate amount reported as paid to QI on all Forms 1042-S issued to QI
(as a recipient) with income code 58.

8. The aggregate amount reported as paid by QI on all Forms 1042-S filed by QI
with income code 58.

9. Amount of variance (if question 7 does not equal question 8) and attach an
explanation for any variance.

10. The aggregate amount paid to QI for which QI acted as a Disclosing QI (and was
therefore reported on Form 1042-S in Boxes 15a through 15i).

11. The aggregate amount paid by QI to its account holders for which QI acted as a
Disclosing QI (as determined from QI's books and records).

12. Amount of variance (if question 10 does not equal question 11) and attach an
explanation for any variance.

H. Other Reporting. Report the number of account holders for which QI did not properly
apply the procedures of section 8.07 of the QI agreement.

APPENDIX II

Section I. Background.

To the extent provided in section 10.05 of the QI agreement and this Appendix II, the
reviewer is permitted to use a sampling methodology to perform the periodic review.
This Appendix II includes safe harbor procedures covering basic sample design
parameters and methodologies, including sample size, strata allocation, and projection.
Except as otherwise provided, the terms used in this Appendix II are as defined in the
QI agreement.

Generally, sampling should only be used whenever an examination of all accounts
within a particular class of accounts would be prohibitive due to time or expense. If it is
reasonable to examine all accounts in connection with a particular part of the periodic
review, sampling techniques should not be used. Sampling should be used only if there
are more than 60 accounts to review. If any accounts of QI held by PAIs ("PAI
Accounts") or accounts of QI held by partnerships or trusts utilizing the agency option
("Agency Accounts") are also included in QI's review (because the PAI or the
partnership or trust did not perform its own periodic review), the PAI Accounts or
Agency Accounts should be included in the sample of accounts for which QI acts as a
QI ("QI Accounts") by adding additional strata through replication of the strata
prescribed in section II.A.3 of this Appendix II, as applicable. For purposes of QI's
periodic review, a QI Account is referred to as a "sample unit" (and collectively as the
"sample") with respect to each review. The sampling methodology employed envisions
a documentation review (as prescribed in section 10.05(A) of the QI agreement)
requiring review of all selected sample units and a review of (1) withholding rate pool
classifications (as prescribed in section 10.05(B) of the QI agreement), (2) withholding
responsibilities (as prescribed in section 10.05(C) of the QI agreement), and (3) return
filing and information reporting (as prescribed in section 10.05(D) of the QI agreement)
that require review of a subset (a "spot check" under section II.B.1 of this Appendix II) of
the sample units reviewed in the documentation review.

The statistical sampling methodologies used in this Appendix II are not intended to be
and cannot be used for any other tax purpose. QI may use another sampling technique
provided it documents its parameters and methodologies for the IRS to review, as
described in section 10.05 of the QI agreement, and adheres to the principles of Rev.
Proc. 2011-42, 2011-37 I.R.B. 318. The IRS will determine if a projection of
underwithholding identified utilizing a statistical sampling method is required in
accordance with section III.C of this Appendix II.

A reviewer may request approval to modify the safe harbor methodology or approval of
another sampling methodology in order to select more than one sample or to use
multistage, cluster, or other sampling methodologies including additional stratifications.
To obtain IRS approval, contact the Financial Intermediaries Program in accordance
with section 12.06 of the QI agreement.

The safe harbor in this Appendix II applies to all periodic reviews starting with calendar
year 2023.

Section II. Safe Harbor Methodology.

A. DOCUMENTATION REVIEW

1. Population.

(a) Population of QI Accounts. The population of QI Accounts consists of all accounts
described below.

(1) All accounts held by U.S. persons (or account holders presumed to be U.S. persons)
that received a reportable payment;

(2) All accounts held by non-U.S. persons (or account holders presumed to be non-U.S.
persons) that received a reportable amount;

(3) All accounts that received a PTP distribution; and

(4) All accounts that received an amount realized from the sale of a PTP interest.

Additionally, if a combined periodic review is conducted, the population of QI Accounts
will include the above accounts of both the predecessor QI and successor QI. See
section 11.05(B) of the QI agreement (describing the requirements for a combined
periodic review).

2. Sample Sizes for Documentation Review.

(a) Sample Size Calculations. The sample size for each sample is the lesser of (1) the
number of sample units determined using the sample formula in section II.A.2(b) of this
Appendix II, or (2) 25 percent of the total number of sample units in the population.
However, in determining the sample size, the reviewer must adhere to the guidelines for
minimum stratum sample size in sections II.A.3 and II.A.4 of this Appendix II. This may
result in a sample size greater than the sample size resulting from using the formula in
section II.A.2(b) of this Appendix II. The minimum sample size of any sample shall not
be less than 60. A sample size larger than calculated under this section may be used
without contacting the Financial Intermediaries Program.

This sample size calculation is determined without regard to any required certainty
stratum (e.g., the strata referenced in section II.A.3(a) of this Appendix II), or a sample
used in a combined periodic review for a predecessor QI. In these instances, the
number of accounts to be included in the certainty strata are in addition to the sample
size calculation detailed in this section. A certainty stratum is a stratum in which all
sample units are reviewed.

If PAI Accounts or Agency Accounts have been added to the sample of QI Accounts
because the PAI or partnership or trust did not perform its own periodic review, a
separate sample size calculation should also be performed for the PAI Accounts or the
Agency Accounts as if they were part of a separate QI sample. If multiple samples are
used, the sample size for each sample (including for any additional PAI Accounts or
Agency Accounts) is calculated independently.

(b) Sample Formula. While the following formula, when used with the variable values
stated below, is intended not to result in a sample size greater than 321, the total
sample size for a single sample may exceed 321 in certain instances such as when the
sample includes (1) PAI Accounts, (2) Agency Accounts, (3) accounts for which QI used
the joint account option, (4) accounts in a certainty strata, or (5) accounts of a
predecessor QI and successor QI in a combined review. Sample size may also exceed
321 when the reviewer uses "optional further stratification by dollar amounts" (see
section II.A.6 of this Appendix II). Additionally, the reviewer may, in its discretion, have
a sample population larger than that resulting from the safe harbor method.

The number of sample units to be reviewed is determined using the sample formula as
follows:

t
2 PQ
d2
Sample Size = ___________________________
1 + 1 (t2 PQ _ 1)
N d2

where t = 1.645 (confidence coefficient at 95 percent one-sided)
P = 5 percent (error rate) for the QI account sample
Q = 1-P
d = 2 percent (precision level)
N = total population

3. Strata.

Sample of QI Accounts. The reviewer must segregate all QI Accounts into the following
strata. While segregating accounts, steps should be taken to ensure all partnerships
and trusts for which QI has utilized the joint account option are placed into the
appropriate direct account stratum (stratum b), while the underlying partners,
beneficiaries, or owners of the partnerships or trusts are excluded from the indirect
stratum (stratum d). Such underlying accounts will be selected for review in accordance
with section II.A.7 of this Appendix II.

Further substratification by dollar amounts may be used in accordance with section
II.A.6 of this Appendix II.

The strata are as follows:

(a) A stratum of the thirty top dollar value accounts as determined by the total of the
PTP distributions and amounts realized from sales of PTP interests paid to an account.
All accounts in this stratum are to be reviewed for purposes of section 10.05(A) of the
QI agreement. After removing these accounts, further accounts are to be selected
randomly from the below strata in accordance with the sample size calculation specified
in Section II.A.2 of this Appendix II and the allocation method specified in Section II.A.4
of this Appendix II;

(b) A stratum of all accounts that are held by direct account holders that are not U.S.
non-exempt recipients;

(c) A stratum of all accounts that are held by direct account holders that are U.S. non-
exempt recipients; and

(d) A stratum of all accounts held by indirect account holders.

If a sample is used in a combined periodic review, certainty strata containing accounts
from the predecessor QI replicating all strata described above must be formed. Each
stratum must contain the fifteen top dollar value accounts of the predecessor QI as
measured by the total of reportable amounts paid to foreign recipients, reportable
payments paid to U.S. recipients, total PTP distributions paid to an account, and total
amounts realized from sales of PTP interests paid to an account. Every sample unit
determined under the preceding sentence must be reviewed. The remainder of the
accounts of the predecessor QI, along with all the accounts of the successor QI, must
be placed into strata (a) through (d).

4. Allocation of Sample Size to Each Stratum.

The reviewer must allocate the number of sample units for each sample (including for
any PAI Accounts or Agency Accounts added to the sample of QI Accounts)
independently of the other samples. The reviewer must allocate the number of sample
units in the sample determined under section II.A.2 of this Appendix II to each of the
three randomly selected strata (that is, strata b, c, and d) described in section II.A.3 of
this Appendix II. The sample units are allocated by multiplying the number of sample
units in the sample, as determined under section II.A.2 of this Appendix II, by a fraction,
the numerator of which is the total number of sample units in the stratum and the
denominator of which is the total number of sample units in the population. The
minimum number of sample units in any stratum must be the lesser of 60 sample units
or the number of sample units in the stratum. If the allocation of sample units to a
stratum using the above method results in a sample size of a stratum that is less than
60 and less than the actual number of sample units in the stratum, the minimum
allocation to that stratum is the total number of sample units in the stratum. In this case,
the difference between number of accounts sampled using the above-referenced
fraction and the actual number of accounts sampled can be used to reduce the number

of accounts sampled in the other two randomly selected strata on a pro rata basis;
however, this reallocation cannot be used to reduce the sample size of any stratum
below 60. Additionally, in instances where there are less than 60 accounts in a stratum
population it is not necessary to reallocate the difference between 60 and the actual
number of accounts in a stratum population over the other strata; and, therefore, such
an instance should not increase the total sample size.

5. Random Number Generator.
The reviewer must select for the documentation review under section 10.05(A) of the QI
agreement sample units from each non-certainty stratum identified in section II.A.3 of
this Appendix II by using a random number generator. Random numbers should be
drawn separately for each sample (including for any PAI Accounts or Agency Accounts
added to the sample of QI Accounts) including the use of separate seeds. Information
regarding the random number generator used must be included in the records as
required in section III.D of this Appendix II. This information must be sufficient to allow
the IRS to replicate the random numbers as well as to allow the reviewer to continue the
sequences of randomly generated numbers if it is determined additional sample units
need to be reviewed. This information must include the name and version of the
random number generator, the seed numbers used or generated, specification of any
options selected, and the computer equipment on which the random number generator
was run.
6. Optional Further Stratification by Dollar Amounts.
For each sample (including for any PAI Accounts or Agency Accounts added to the
sample of QI Accounts), the reviewer may further stratify by dollar amounts for that
sample without submitting a request for approval to the Foreign Intermediaries Program
when the reviewer is otherwise selecting the sample in accordance with this Appendix
II. Reportable amounts for foreign recipients, reportable payments for U.S. recipients,
PTP distributions, and amounts realized from sales of PTP interests are to be
considered in the substratification. If the reviewer chooses to substratify under this
section, the reviewer must comply with the following rules:
(a) A certainty stratum consisting of sample units that have received payments of the
highest dollar amounts during the review year must be created. This stratum shall
consist of 30 accounts;
(b) The remaining strata shall be randomly selected to contain approximately equal
amounts in each substratum; and
(c) The minimum stratum size shall not be less than 30 sample units.
7. Determining Rate of Withholding for Partnerships and Trusts for Which the QI has
Applied the Joint Account Option.
When reviewing documentation of partners, beneficiaries, or owners of a partnership or
trust to which QI has applied the joint account option to determine the rate of
withholding QI should have applied to the partnership or trust, the reviewer may limit the

review to the number of partners, beneficiaries, or owners by referring to the table
below. The underlying partners, beneficiaries, or owners in the partnership or trust must
be selected randomly.
Number of partners, beneficiaries, or owners / Number to be reviewed
0 – 10 All
11 – 14 10
15 – 19 13
20 – 24 16
25 – 29 18
30 – 34 20
35 – 39 21
40 – 49 22
50 – 74 24
75 – 99 26
100 – 199 27
200 – 499 29
500 – 4,999 31
> 4,999 32
8. Determining Rate of Withholding for Partnerships and Trusts for Section 1446(a) and
(f) Withholding.
When the status of a partner in a partnership or a grantor or owner of a trust is relevant
to determining the rate of withholding for a partnership or trust receiving an amount
subject to withholding under section 1446(a) or (f), the partners, grantors, or owners to
be reviewed must be determined randomly, with the number of partners, grantors or
owners limited by reference to the table provided in section II.A.7 of this Appendix II.
B. WITHHOLDING RATE POOL, WITHHOLDING RESPONSIBILITIES, AND RETURN
FILING AND INFORMATION REPORTING REVIEWS (SPOT CHECK)
1. Selection of Accounts for Review.
For purposes of reviewing the sampled accounts for compliance with withholding rate
pool requirements, withholding responsibilities, and return filing requirements under
sections 10.05(B) through 10.05(D) of the QI agreement, the reviewer must perform a

spot check review (spot check) of accounts from every stratum in the sample that failed
the documentation review under section 10.05(A) of the QI agreement, taking into
account the applicable presumption rules of section 5.13 of the QI agreement. With
respect to the accounts described in the preceding sentence, the reviewer may exclude
from the spot check any account for which the QI did not apply a reduced rate of
withholding.
To the extent that the number of sample units selected under the preceding paragraph
(or selected from the population, if the reviewer has not used statistical sampling) in any
stratum is less than 30, the reviewer must also select for the spot check (in the order
selected by the random number generator under section II.A.5 of this Appendix or, if the
reviewer has not used statistical sampling, in the order used by the QI for its record
keeping) an additional number of sample units drawn from that stratum that equal the
difference between 30 and the number of sample units from the sample in that stratum.
If applicable, the reviewer must randomly select for spot check 20 accounts in stratum
(a) under section II.A.3 of this Appendix II. Additionally, every account in the certainty
stratum for the predecessor QI in a combined periodic review must be selected for spot
check.

When performing the spot check, if the reviewer determines underwithholding occurred
on a payment to an account, all payments to that account must be considered when
calculating total underwithholding for that account.

Section III. Additional Requirements Regarding the Use of Sampling

A. DOCUMENTATION OF SAMPLE PLAN

The reviewer should provide in its periodic report the information described in Rev.
Proc. 2011-42, Appendix (A), Sampling Plan Standards, and Appendix (B), Sampling
Documentation Standards, as applicable. Additionally, originally recorded payment and
withholding amounts, as well as the amount that should have been withheld and the
amount actually withheld as determined by the compliance review, should be retained
for every sample unit, along with additional information required by this Appendix II.

B. DETERMINATION OF UNDERWITHHOLDING

If the reviewer determines that underwithholding has occurred with respect to the
sampled accounts, QI must notify the Financial Intermediaries Program within 30 days
of the completion of the periodic review of any underwithholding identified in the review,
as provided in section 12.06 of the QI agreement, and the amount of any
underwithholding that remains after any curing. Curing for purposes of the preceding
sentence is limited to curing performed after the selection of the sample. QI shall report
and pay, in accordance with the requirements of the QI agreement, the actual
underwithheld tax without regard to projection, as determined at the end of the 30-day
period. The QI may continue to cure up to 60 days after the date on which the IRS
proposes a deficiency with respect to the underwithholding.

C. PROJECTION

1. When the IRS reviews QI's periodic certification, it will determine if a projection of
underwithholding is required based on QI's periodic review report, factual information
provided, and other relevant information. If a projection is required, the IRS will
determine the total amount of underwithheld tax by projecting the underwithholding over
the entire stratum of similar accounts using a projection method that is consistent with
the sampling method used on a post cure basis. For example, if a stratified random
sampling method permitted in this Appendix II has been used, the IRS may determine
the total amount of underwithheld tax by first determining the amount of underwithheld
tax within each stratum by projecting actual underwithholding within a stratum over the
entire stratum, and then totaling underwithholding over all strata as follows:

(a) Divide the amount of underwithholding within each stratum by that stratum's sample
size;

(b) Multiply the result in (a) by the total number of accounts in that stratum; and

(c) Total the results of (b) for all strata.

2. The following is an example of how underwithholding may be projected over the
population to determine a deficiency in tax with respect to QI:

A QI has QI designated accounts as follows:

Stratum B contains 1025 accounts

Stratum C contains 1025 accounts.

Stratum D contains 0 accounts.

Following the safe harbor sampling methodology in this Appendix II, the total sample
size is 278 as allocated below:

Stratum B sample size = 139.

Stratum C sample size = 139.

Stratum D sample size = 0.

Stratum B has 10 accounts with documentation insufficient to support the reduced rate
of withholding applied by the QI for total underwithholding of $2,500. The QI
subsequently cures the documentation for 4 of the accounts leaving 6 uncured accounts
for a total remaining underwithholding of $1,250.

Stratum C has 6 accounts with documentation insufficient to support the reduced rate of
withholding applied by the QI for total underwithholding of $600. The QI subsequently
cures the documentation for 1 of the accounts leaving 5 uncured accounts for a total
remaining underwithholding of $500.

The total underwithholding would be calculated as follows:

Total projected stratum underwitholding = (total actual stratum underwithholding/number
of accounts selected for the sample in the stratum) * total number of accounts in the
stratum.

Stratum B: (1,250 / 139) * 1025 = $9,217.63

Stratum C: (500 / 139) * 1025 = $3,687.05

Total Underwithholding = $9,217.63 + $3,687.05 = $12,904.68

3. The IRS reserves the right to review and adjust any projection of underwithholding.
If after reviewing all relevant information, the IRS determines that further action is
necessary with respect to determining the amount of underwithholding for the year of
review or any other year, the IRS may request that QI have the reviewer review
additional sample units or conduct a full review of the entire sample (or determine that a
projection of any underwithholding is unwarranted).

4. If the reviewer has determined that overwithholding has occurred with respect to a
sample, projection may not be used for purposes of a refund. A projection of
overwithholding may offset any underwithholding in the sample, however, provided that
the IRS determines projection to be appropriate and QI enters into a closing agreement
(Form 906) that QI will not file a claim for refund for any overwithholding that the
reviewer has discovered.

D. REPORTING OF SAMPLE RESULTS IN THE PERIODIC REVIEW REPORT

The reviewer should describe in the periodic review report the steps taken to construct
the sample population and to ensure all accounts subject to review were included in the
population and subject to sampling under the procedures outlined in this Appendix II. In
constructing the population, the reviewer should reconcile total payments made to
accounts in the population and total withholding of amounts to Part IV, sections E
(Reconciliation of Reporting on Payments of Reportable Amounts) and F (Reconciliation
of Withholding on Reportable Amounts) and Part VII (PTP-Related Payments) of
Appendix I to the QI agreement, where applicable.

The reviewer should also record the original population and sample statistics separately
for each sample (including for any PAI Account or Agency Account added to the sample
of QI Accounts) by stratum as follows:
(1) Total number of sample units in the population;

(2) Total number of sample units in the sample;

(3) Total reportable amounts for foreign recipients in the population;

(4) Total reportable payments for U.S. recipients in the population;

(5) Total reportable amounts for foreign recipients in the sample;

(6) Total reportable payments for U.S. recipients in the sample;

(7) Total PTP-related payments (as described in Part VII of Appendix I) in the
population;

(8) Total PTP-related payments (as described in Part VII of Appendix I) in the sample;

(9) Total chapter 3 withholding in the population;

(10) Total chapter 4 withholding in the population;

(11) Total chapter 3 withholding in the sample;

(12) Total chapter 4 withholding in the sample;

(13) Total backup withholding in the population;

(14) Total backup withholding in the sample;

(15) Total PTP-related withholding (as described in Part VII of Appendix I) in the
population; and

(16) Total PTP-related withholding (as described in Part VII of Appendix I) in the
sample.

APPENDIX III

General Instructions: Information requested in this Appendix III relates to Forms 1042
and 1042-S. Use an excel spreadsheet format to replicate all parts and provide
responses (amounts only). Attach the spreadsheet when submitting QI's periodic
certification.

For waiver requests, provide the information for each year of the certification period.
Otherwise, provide the information for each year of the certification period except the
periodic review year. Responses should reflect the last amended return filed, if
applicable. The box/line numbers below are as shown on Forms 1042 and 1042-S for
the 2022 year. If a box or line number changes in future years, the equivalent line or
box should be used.

Provide a detailed analysis and explanation of all variances (1-9) and additional
variances listed below. Attach additional documents as needed.

PART 1 – INFORMATION ON FORMS 1042-S ISSUED TO AND FILED BY QI.

A. (box 2) Total of gross income as reported on all Forms 1042-S filed by QI: $
B. (box 7a) Total of federal tax withheld by QI on all Forms 1042-S filed by QI: $
C. (box 8) Total of tax withheld by other agents on all Forms 1042-S filed by QI: $
D. (box 10) Total withholding credit as reported on all Forms 1042-S filed by QI: $
E. (box 2) Total of gross income as reported on all Forms 1042-S issued to QI as a
recipient: $
F. (box 10) Total withholding credit as reported on all Forms 1042-S issued to QI as a
recipient: $
G. (box 9) Total overwithheld tax repaid to recipient pursuant to adjustment procedures
on all Forms 1042-S filed by QI: $
H. (box 11) Total tax paid by withholding agent (amounts not withheld) on all Forms
1042-S filed by QI: $

PART 2 – INFORMATION ON FORM 1042 FILED BY QI

I. (line 62c) Total gross amounts reported on Form 1042: $
J. (line 63a + 63c(2)) Tax withheld by QI reported on Form 1042: $
K. (line 63b(1) + 63b(2)) Tax withheld by other withholding agents reported on Form
1042: $
L. (line 63c(1)) Adjustments to overwithholding reported on Form 1042: $
M. (line 63e) Total tax reported as withheld or paid on Form 1042: $
N. (line 64e) Total net tax liability reported on Form 1042: $
O. (line 67a + 67b) Credits for amounts withheld by other withholding agents reported
on Form 1042: $

PART 3 - RECONCILIATION OF FORMS 1042-S ISSUED TO QI TO FORMS 1042-S
FILED BY QI.

Variance 1 (gross income): A – E = $

Variance 2 (tax withheld by other withholding agents): C – F = $

PART 4 – RECONCILIATION OF FORM 1042 FILED BY QI TO FORMS 1042-S
FILED BY QI.

Variance 3 (gross income): I – A = $

Variance 4 (tax withheld by QI): J – B = $

Variance 5 (tax withheld by other withholding agents): K - C = $

Variance 6 (adjustments to overwithholding by QI): L – G = $

Variance 7 (total tax reported as withheld or paid): M – (D + H) = $

PART 5 – RECONCILIATION OF ITEMS ON FORM 1042 FILED BY QI

Variance 8 (amounts withheld by other withholding agents): K – O = $

Variance 9 (tax withheld or paid compared to net tax liability): M – N = $
______________________________________________________________________

Explanation of Variances:

Amounts received for which no Form 1042-S reporting was required and reporting was
not received.

QDD related:

Non-QDD related:

Amounts paid by QI for which Form 1042-S reporting was required but were not
reported.

QDD related:

Non-QDD related:

Note: Certain payments to a QDD are subject to reporting even if no amount is withheld
from the payment, and amounts on which a withholding agent withheld are subject to
reporting whether or not the amount is subject to withholding. See §1.1461-1(c)(2)(i)(M)
(covering dividends and substitute dividends). Certain amounts paid to a QDD,
however, are not required to be reported on Form 1042-S. See §1.1461-1(c)(2)(ii)(J).